Release of Unitholder Booklet

ASX and Media Announcement 12 July 2011

Release of Unitholder Booklet Qube Logistics (Qube) today announced that it has released the Unitholder Booklet relating to the proposed corporatisation and management internalisation of Qube (Restructure). The terms of the Restructure are consistent with previous announcements by Qube and are contained in the Unitholder Booklet.

The Unitholder Booklet also includes the report prepared by the independent expert Deloitte Corporate Finance Pty Limited (Independent Expert) to assess whether each element of the Restructure is fair and reasonable to non-associated unitholders. The Independent Expert has concluded that each of the corporatisation and internalisation is fair and reasonable to non-associated unitholders.

The management internalisation will involve the payment of $40 million to Kaplan Funds Management for terminating its management agreement with Qube, as previously disclosed.

The Unitholder Booklet, including the Independent Expert’s report, is presently being printed and is expected to be sent to unitholders around 22 July 2011. The unitholder meeting to vote on the resolutions relating to the Restructure and certain ancillary transactions will be held on 18 August 2011.

The Unitholder Booklet also contains information on the proposed acquisitions of additional interests in the Automotive, Bulk and General Stevedoring division and Minto Properties (Acquisitions) on terms consistent with those previously announced to unitholders.

Based on this timetable, if all of the resolutions are passed by unitholders, it is anticipated that the transactions will be completed by the end of August 2011.

Further information on these transactions and the Independent Expert’s report are included in the Unitholder Booklet which is attached to this announcement.

Update on Operating Logistics Businesses Qube’s operating logistics businesses have continued to achieve strong growth in revenue and earnings in the period to 30 June 2011 compared to the prior comparable period - notwithstanding the adverse weather events that occurred in the second half of the financial year in Queensland and Western Australia that impacted volumes across both divisions.

The businesses in the Automotive, Bulk and General Stevedoring division are still being impacted as a consequence of the earthquakes in Japan. The earthquakes severely disrupted vehicle and related parts manufacturing in Japan resulting in a significant decrease in volumes of imported motor vehicles into Australia. This has impacted stevedoring volumes which has had flow-on effects on the facilities management and vehicle processing and storage operations. We currently expect volumes to start to return to more normal levels during the third quarter of calendar 2011.

QUBE LOGISTICS Page 1 LEVEL 14 SUITE 2, 3 SPRING ST SYDNEY NSW 2000 T 02 8917 0300 F 02 8917 0355

The strong year on year growth in revenue and earnings despite these issues reflects organic growth and the contribution to revenue and earnings in the 2011 financial year from major development projects and acquisitions. The geographical and product diversity of Qube’s operating businesses also assisted in mitigating the impact of the unfavourable weather events.

The figures in the table below for 2010 and 2011 reflect Qube’s proportional interest in the revenue and earnings (EBITDA) from each of the businesses based on Qube’s actual percentage ownership as at 30 June 2011. The 2011 figures reflect unaudited management accounts for the eleven months to May 2011 and management forecasts for the month of June 2011.

In respect of the Landside Logistics division, the percentage for 2010 and 2011 is based on Qube’s current ownership of around 94.7% (ie post the completion of the exercise of the call and put options which occurred on 20 April 2011 and the purchase of shares from members of the POTA management team which occurred around 23 June 2011). The percentage ownership of the businesses in the Automotive, Bulk and General division is based on Qube’s existing ownership as at 30 June 2011 and does not take into account the additional interests that will be acquired under the Acquisitions if the Restructure is approved by unitholders and all other applicable conditions are satisfied.

POTA recently completed the acquisition of Mackenzie Intermodal (Mackenzie). As previously announced, Mackenzie is a South Australian based integrated logistics business. Its operations are complementary to POTA’s existing South Australian operations and management expect to achieve a number of synergy benefits from the acquisition. Qube provided funding to POTA to support the financing of this acquisition.

Subject to no adverse economic or climatic conditions in Australia or globally that impact Qube’s businesses, Qube expects growth to continue across both divisions in the new financial year although it is likely that the growth rates will be lower than those achieved in the 2011 financial year. The growth is expected to be achieved both organically and through new investment and acquisitions.

QUBE LOGISTICS Page 2 LEVEL 14 SUITE 2, 3 SPRING ST SYDNEY NSW 2000 T 02 8917 0300 F 02 8917 0355

Financial Position Qube presently has around $60 million in cash and listed securities (on a consolidated basis and disregarding cash held in operating entities). The only debt within Qube (ie excluding debt within the operating logistics businesses and Minto Properties) is debt of around $48.3 million relating to Qube’s investment in Moorebank. Qube’s proportionate share of the net external debt (including finance leases and excluding shareholder loans) of the operating businesses as at 31 May 2011 was approximately $85 million.

This announcement has been prepared and released on behalf of Qube by Kaplan Funds Management, the manager of Qube.

Further enquiries: Media Investors Dan Blyde Sam Kaplan / Paul Lewis 0400 001 915 Kaplan Funds Management +612 8917 0300

QUBE LOGISTICS Page 3 LEVEL 14 SUITE 2, 3 SPRING ST SYDNEY NSW 2000 T 02 8917 0300 F 02 8917 0355

U nitholder Booklet & P nitholder Booklet Unitholder Booklet & Prospectus rospe c tus

Corporatisation, Internalisation of Management, acquisitions and ancillary transactions

THE TRUST COMPANY (RE SERVICES) LIMITED A Notice of Meeting is included in Appendix 1 to this Booklet. ACN 003 278 831 A Proxy Form for the General Meeting accompanies this Booklet. The Independent Expert has concluded that each of the Corporatisation as Responsible Entity For and the Internalisation is fair and reasonable to Non Associated Unitholders. QUBE LOGISTICS ARSN 122 556 441 YOUR VOTE IS IMPORTANT IN DETERMINING WHETHER and THE CORPORATISATION, INTERNALISATION QUBE LOGISTICS HOLDINGS LIMITED AND ACQUISITIONS PROCEED. THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR URGENT ATTENTION. ACN 149 723 053

If you are in any doubt as to how to deal with this Booklet, please consult your legal, financial, taxation or other professional adviser immediately. If you have www.qubelogistics.com.au recently sold all of your Units, please disregard all enclosed documents.

15921 Qube Logistics Cov_PFO.indd 1 11/07/11 11:48 AM

Important Notices

Purpose of this Booklet Preparation This Booklet comprises a Notice of Meeting and This Booklet was prepared by KFM and issued by The Explanatory Memorandum issued by The Trust Company Trust Company and New Qube. The Trust Company is as Responsible Entity of Qube and a Prospectus issued the Responsible Entity of Qube. KFM is the investment by New Qube. manager of Qube.

Notice of Meeting Input from other parties The Notice of Meeting is for a meeting of Unitholders to PricewaterhouseCoopers Securities Ltd (PwCS) has consider and, if thought fit, to pass Resolutions relating to prepared the Investigating Accountant’s Report in the Restructure, the Acquisitions and the ELTI. Section 8 and takes responsibility for that Section. PwCS is not responsible for any other information contained in You should read this Booklet in its entirety before making this Booklet. Unitholders are urged to read the a decision on how to vote on the Resolutions to be Investigating Accountant’s Report carefully. considered at the General Meeting. The notice convening Deloitte Corporate Finance Pty Limited ( the General Meeting is contained in Appendix 1. A proxy Independent ) has prepared the Independent Expert's Report in form for the General Meeting is enclosed. Expert relation to each of the Corporatisation and the Internalisation in Appendix 2 and takes responsibility for Prospectus that Appendix. The Independent Expert is not responsible The Prospectus is for the issue of Shares in New Qube for any other information contained within this Booklet. under the Corporatisation. Unitholders are urged to read the Independent Expert's Report carefully to understand the scope of the report, the This Booklet is a prospectus for the purposes of Part 6D of methodology of the assessment, the sources of the Corporations Act. However, no application form information and the assumptions made. accompanies this Booklet and the issue of Shares will occur without Unitholders submitting or signing any PricewaterhouseCoopers (PwC) has prepared the Tax application form. If Unitholders approve the Report in Appendix 3 and takes responsibility for that Corporatisation, a holding statement will be sent within 4 Appendix. PwC is not responsible for any other Business Days following the Record Date, which sets out information contained in this Booklet. Unitholders are the shareholding of that member in New Qube. urged to read the Tax Report carefully. The Trust Company has prepared the information included The Booklet is dated 12 July 2011 and was lodged with in the Responsible Entity's Letter, Sections 1.5 and 3.3 ASIC on that date. The Prospectus expires on the date regarding The Trust Company recommendation, 13 months after it was lodged with the ASIC and no Section 13.2 regarding The Trust Company and any other securities will be issued on the basis of this Booklet after provision that is specifically attributable to The Trust that date. Company in this Booklet and takes responsibility for that The Corporations Act imposes an "exposure period" on material. The Trust Company is not responsible for any disclosure documents for non-quoted securities, which other information contained in this Booklet except to the prevents the processing of applications for a period of 7 extent required by law. days following the lodgement of the Booklet with ASIC. New Qube has prepared the information included in the This period may be extended by ASIC for a further 7 days. Chairman’s Letter, Sections 2, 3 and 6 regarding New The purpose of the exposure period is to allow the Qube following the Corporatisation and Internalisation and document to be examined by investors and market any other provision that is specifically attributable to New participants. Although this Booklet does not include an Qube in this Booklet and takes responsibility for that application form and has not been produced for the material. New Qube is not responsible for any other purposes of fundraising, it will be generally available for information contained in this Booklet except to the extent review from the date of lodgement with ASIC until the date required by law. of the General Meeting of Unitholders, in compliance with the Corporations Act. No Shares will be issued on the Other than in respect of the information identified above, basis of this Booklet except for those issued pursuant to the information contained in the remainder of this Booklet the Corporatisation. The Booklet can be viewed and has been prepared by KFM and is the responsibility of downloaded on the Qube website at KFM. KFM does not assume responsibility for the www.qubelogistics.com.au throughout that period. accuracy or completeness of any other part of this Booklet and assumes responsibility only to the extent required by Defined terms law. Capitalised terms in this Booklet are defined either in the Investment decisions Glossary in Section 14 of this Booklet or where the relevant term is first used. This Booklet does not take into account the investment objectives, financial situation, tax position and References to dollars or $ are references to the lawful requirements of any particular person. This Booklet currency of Australia. Any discrepancies between the should not be relied on as the sole basis for any totals and the sum of all the individual components in the investment decision in relation to Units or Shares. tables contained in this Booklet are due to rounding. Independent financial and taxation advice should be sought before making any decision to invest in Qube or ASIC and ASX New Qube or in relation to the Resolutions. It is important that you read the entire Booklet before making any voting A copy of this Booklet has been lodged with ASX and or investment decision. In particular, it is important that ASIC. None of ASX, ASIC or any of their officers takes Unitholders consider the possible disadvantages of the any responsibility for the contents of this Booklet. The fact Restructure, the Acquisitions and the ELTI and the risk that ASX may admit New Qube to the official list and factors identified in Section 4. quote the Shares is not to be taken in any way as an indication of the merits of New Qube.

Unitholders should carefully consider these factors in light for collective investment schemes is different under the of their particular investment objectives, financial situation, Australian regime. tax position and requirements. If Unitholders are in any doubt on these matters, they should consult their legal, The rights, remedies, and compensation arrangements financial, taxation or other professional adviser before available to New Zealand investors in Australian securities deciding how to vote on the Resolutions. Past may differ from the rights, remedies, and compensation performance is no indication of future performance. arrangements for New Zealand securities.

Forward looking statements Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to this offer. This Booklet includes certain prospective financial If you need to make a complaint about this offer, please information which has been based on current expectations contact the Financial Markets Authority, Wellington, New about future events. The prospective financial information Zealand. The Australian and New Zealand regulators will is, however, subject to risks, uncertainties and work together to settle your complaint. assumptions that could cause actual results to differ materially from the expectations described in such The taxation treatment of Australian securities is not the prospective financial information. Factors which may same as for New Zealand securities. affect future financial performance include, among other If you are uncertain about whether this investment is things, those identified in Section 4. The assumptions on appropriate for you, you should seek the advice of an which prospective financial information is based may appropriately qualified financial adviser. prove to be incorrect or may be affected by matters not currently known to, or considered material by, New Qube. If the securities are able to be traded on a securities market and you wish to trade the securities through that Actual events or results may differ materially from the market, you will have to make arrangements for a events or results expressed or implied in any forward participant in that market to sell the securities on your looking statement and deviations are both normal and to behalf. If the securities market does not operate in New be expected. None of The Trust Company, KFM, New Zealand, the way in which the market operates, the Qube, the officers of The Trust Company or New Qube or regulation of participants in that market, and the any person named in this Booklet makes any information available to you about the securities and representation or warranty (either express or implied) as to trading may differ from securities markets that operate in the accuracy or likelihood of fulfilment of any forward New Zealand. looking statement, or any events or results expressed or implied in any forward looking statement. You are Diagrams cautioned not to place undue reliance on those statements. Unless otherwise stated, the assets depicted in diagrams in this Booklet may not be assets of Qube or New Qube or The forward looking statements in this Booklet reflect products or services sold by Qube or New Qube. views held only as at the date of this Booklet. Diagrams appearing in this Booklet are illustrative only and may not be drawn to scale. Jurisdiction This Booklet may be viewed and downloaded from Qube’s Holding statements in New Qube website at www.qubelogistics.com.au. Persons who If Unitholders approve the Corporatisation, a holding access the online version of this Booklet should ensure statement will be sent within 4 Business Days following that they download and read the entire document. This the Record Date which sets out the shareholding of each Booklet does not in any way constitute an offer of Eligible Unitholder in New Qube. The issue of Shares will securities in any place in which, or to any person who, it occur without the need for Unitholders to submit any would not be lawful to make such an offer. In particular, application form. this Booklet will not be lodged or registered under the Securities Act 1933 (US) and the Financial Services and Currency Markets Act 2000 (UK). This Booklet is being provided to New Zealand resident Unitholders pursuant to the The information contained in this Booklet is current as at Securities Act 1978 (NZ) and the Securities (Mutual 12 July 2011. Recognition of Securities Offerings - Australia) Regulations 2008 (NZ). No action has been taken or will ASX quotation be taken to register the Shares or otherwise permit Shares to be issued to investors in any jurisdiction other than New Qube will apply to the ASX within 7 days after the Australia and New Zealand. date of this Booklet for admission to the official list of ASX and for the Shares issued under the Corporatisation to be Warning statement for New Zealand resident quoted on the ASX. Unitholders Electronic document This offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, This Booklet may be viewed online at this is Chapter 8 of the Corporations Act 2001 and www.qubelogistics.com.au. A paper copy of this Booklet Regulations. In New Zealand, this is Part 5 of the will be provided free of charge to any person who requests Securities Act 1978 and the Securities (Mutual a copy by contacting Qube. Recognition of Securities Offerings—Australia) Regulations 2008.

This offer and the content of the offer document are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act 2001 and Regulations (Australia) set out how the offer must be made.

There are differences in how securities are regulated under Australian law. For example, the disclosure of fees

Important dates and times

Date of this Booklet Tuesday, 12 July 2011

Last time and date by which the proxy form for the General 10:00 am (Sydney time) on Meeting can be lodged Tuesday, 16 August 2011

Time and date for determining eligibility to vote at the 7:00 pm (Sydney time) on General Meeting Tuesday, 16 August 2011

General Meeting* to vote on the Restructure, the 10:00 am (Sydney time) on Acquisitions and the ELTI Thursday, 18 August 2011

The remaining items will apply if the Corporatisation is approved at the General Meeting

Conditions Date – last date for Conditions to be satisfied or Friday, 19 August 2011 waived

Trading in Qube Units suspended 4:00 pm (Sydney time) on Monday, 22 August 2011

Trading in New Qube Shares commences on deferred Tuesday, 23 August 2011 settlement basis

Record Date for determining Unitholders eligible to 7:00 pm (Sydney time) on participate in Corporatisation Monday, 29 August 2011

Implementation of the Corporatisation Monday, 29 August 2011

Implementation of the Internalisation Tuesday, 30 August 2011

Implementation of the Acquisitions Wednesday, 31 August 2011

Last date for despatch of holding statements for Shares in Monday, 5 September 2011 New Qube

Normal trading in Shares of New Qube begins Tuesday, 6 September 2011

* The General Meeting will be held at The Grace Hotel, Level 2, 77 York St, Sydney, NSW.

You should consult your legal, financial, taxation or other professional adviser concerning the impact your decision may have on your own circumstances.

Table of Contents

Important dates and times...... 3 Table of Contents ...... 4 Responsible Entity letter ...... 5 New Qube Chairman's letter ...... 7 Reasons why you should vote in favour of the Corporatisation ...... 9 Reasons why you might vote against the Corporatisation ...... 9 Reasons why you should vote in favour of the Internalisation ...... 10 Reasons why you might vote against the Internalisation ...... 10 Reasons why you should vote in favour of the Acquisitions ...... 11 Reasons why you might vote against the Acquisitions ...... 11 Questions and Answers ...... 12 1. Summary of the Restructure and Acquisitions ...... 16 2. Rationale for the Restructure and Acquisitions ...... 22 3. Relevant considerations for Unitholders ...... 30 4. Risk Factors ...... 36 5. Qube Divisions ...... 41 6. Board and Management of New Qube ...... 47 7. Financial Information ...... 54 8. Investigating Accountant’s Report ...... 75 9. Relationship with KFM ...... 80 10. Information about the Restructure, the Acquisitions and the ELTIP ...... 82 11. Material Contracts ...... 93 12. Comparison of rights attaching to Shares and Units ...... 103 13. Additional information ...... 106 14. Glossary ...... 116 Appendix 1 – Notice of General Meeting ...... 120 Appendix 2 – Independent Expert’s Report ...... 126 Appendix 3 – Tax Report ...... 201 Appendix 4 – Implementation Deed ...... 206

Responsible Entity letter

12 July 2011

Dear Unitholder

The Trust Company (RE Services) Limited (The Trust Company), as responsible entity of Qube Logistics (Qube), is pleased to present the material included in this Booklet for your consideration.

Kaplan Funds Management Pty Limited (KFM), investment manager for Qube, has presented Qube with the opportunity to undertake a restructure, which will result in:

 the interposition of a new holding company, Qube Logistics Holdings Limited (New Qube) between existing unitholders and Qube (Corporatisation);

 the cancellation of Qube’s management agreement with KFM for a payment of $40 million (plus GST), to be satisfied by an issue of New Qube shares for a total subscription price of $32 million and the payment of the balance in cash (Internalisation); and

 the acquisition of the interests of Wilh. Wilhelmsen Holdings ASA (WW), Kawasaki (Australia) Pty Limited (Kawasaki) and other minority holders in operating entities in the Automotive, Bulk and General Stevedoring division of Qube and Minto Properties Pty Limited (Minto) part of the Strategic Development Assets division (Acquisitions).

The Trust Company considers that implementation of each of the Corporatisation, Internalisation and the Acquisitions is in the best interests of Unitholders and recommends that Unitholders vote in favour of the Resolutions to be considered at the General Meeting. Sections 3 and 10 of this Booklet set out a number of the relevant considerations for Unitholders if the transactions are implemented. The Trust Company agrees with the view of KFM on the benefits of the transactions, including that:

 the Corporatisation is expected to provide New Qube with greater access to capital for growth, improved market positioning which is consistent to peers, enhanced Board accountability and enhanced investor communication;

 the Internalisation provides the business with the same benefits as the Corporatisation as well as cost savings and potential for improved earnings and enhanced management alignment with New Qube; and

 the Acquisitions provide New Qube with full control of key operating businesses and Minto and increased interests in other businesses in the Automotive, Bulk and General Stevedoring division.

The Trust Company recognises that there may be reasons why Unitholders may wish to vote against the transactions. These include the loss of the benefit of an independent responsible entity to monitor investments flowing from the Corporatisation, the imposition of new costs flowing from both the Corporatisation and the Internalisation, the significant cost of terminating KFM’s Investment Management Agreement and the potential for further dilution that arises as a result of the Acquisition Resolution. However, The Trust Company considers that the advantages of the Corporatisation, Internalisation and Acquisitions as set out in this Booklet outweigh these factors.

The Trust Company engaged Deloitte Corporate Finance Pty Limited as independent expert to report on whether each of the Corporatisation and the Internalisation is fair and reasonable to Non Associated Unitholders. The Independent Expert concluded that the Corporatisation is fair and reasonable to Non Associated Unitholders and is in the best interests of Unitholders and that the Internalisation is fair and reasonable to Non Associated Unitholders.

The full report is set out in Appendix 2 to this Booklet. You should read the report before reaching any decision on how to vote on the Restructure Resolutions. You should be aware that the Independent Expert was not asked to consider and report on any other Resolutions.

The Trust Company also engaged PricewaterhouseCoopers Securities Limited to prepare an investigating accountant's report (set out in Section 8) and PwC to prepare a report on the Australian tax considerations for Unitholders should the Corporatisation proceed (set out in Appendix 3).

There are a number of risks associated with the Restructure, including the following:

 the loss of the benefit of having an independent responsible entity;

 on implementation of the Restructure, New Qube will have no independent Directors within the meaning of "independent" prescribed by the ASX Corporate Governance Council Recommendations;

 there is no certainty of improved market performance arising from the Restructure;

 there is no certainty about potential cost savings arising from the Restructure;

 there is transition risk arising from the Restructure; and

 there is no certainty regarding extent of stamp duty payable in connection with the Restructure.

These risks are discussed in more detail in Section 4.2. There are also risks associated with the Acquisitions arising from the exposure of Qube and New Qube to the risks associated with the Automotive, Bulk and General Stevedoring division and Minto being increased due to the increased level of ownership of these businesses. These risks are discussed in more detail in Sections 4.3 and 4.4.

I suggest that you carefully consider the contents of this Booklet, particularly the Independent Expert's Report.

Yours sincerely

John Atkin Director The Trust Company (RE Services) Limited Responsible entity for Qube Logistics

New Qube Chairman's letter

12 July 2011

Dear Unitholder I am pleased to present you with this Booklet. Qube unitholders are asked to consider resolutions to approve the Corporatisation and Internalisation of management of Qube. If approved and implemented, these transactions will represent the last stage in the transformation of Qube from a listed trust with a passive investment focus to a leading logistics operator.

Since its listing in 2007, Qube has progressively evolved to become an entity focused solely on investing in logistics businesses. It has assembled a portfolio of operating businesses offering automotive, bulk and general stevedoring and landside logistics services. It has also acquired strategic real property investments that position Qube well for the current shift from road to rail transport. The two main impediments to completing this transformation to a listed logistics operator are the trust structure and the external management arrangements with KFM. The restructure transactions discussed in detail in this booklet are directed at removing these impediments.

The Restructure The restructure has two principal elements. The Corporatisation will result in the interposition of New Qube, a new holding company, between existing unitholders and Qube. Unitholders will hold shares in a company, a more familiar structure for logistics operators.

The Internalisation involves the cancellation of Qube’s management agreement with KFM for a payment of $40 million (plus GST), to be satisfied by an issue of New Qube shares for a total subscription price of $32 million and the payment of the balance in cash. The issue price will be the volume weighted average price at which Qube Units trade on ASX over the 30 days up to the date of the unitholder meeting to approve the Restructure.

The Corporatisation is subject to a number of conditions including unitholder approval. These are summarised in Section 10.2. The Internalisation is also subject to unitholder approval and completion of the Corporatisation. Importantly, the Corporatisation is not conditional on the Internalisation proceeding. See Section 1.3 for details.

A corporate entity, with a board directly, and a management team indirectly, responsible to its shareholders is a more familiar structure for the logistics industry. The removal of the KFM management agreement and corporatisation are also expected to provide cost savings and potentially greater access to capital. See Section 2 for details on the rationale for the Restructure. See Sections 3.2 – 3.5 for information why you may vote for or against the resolutions to approve each element of the Restructure.

Recent Developments The pace of change for Qube has accelerated recently. In 2010, Qube completed the acquisition of Kaplan Equity Limited, enabling it to effectively double its interest in its operating businesses. In February 2011, Qube was also able to secure the support of Carlyle Infrastructure Partners (Carlyle) by way of a placement of units representing 15% of Qube’s capital for $116.5 million. Carlyle is a global infrastructure fund with US$1.1 billion of capital commitments in private and public infrastructure projects and businesses with extensive expertise in the global transport and logistics sector. More recently, call and put options over DP World’s interests in landside logistics operator POTA Holdings Pty Limited were exercised in April 2011, allowing Qube to increase its interest to around 94.5%.

Acquisitions Qube has recently reached agreement with WW, Kawasaki and other minority holders to buy all their interest in operating entities in the Automotive, Bulk and General Stevedoring division and Minto, part of the Strategic Development Assets division. These parties agreed to take the majority of the consideration for these transactions in shares in New Qube and provide escrow restrictions over 75% of these shares for 3 years, confirming their commitment to, and confidence in the future of New Qube.

Independent Expert’s Report The Trust Company, the responsible entity for Qube, engaged Deloitte Corporate Finance Pty Limited as independent expert to report on whether each of the Corporatisation and Internalisation is fair and reasonable to

Unitholders. The Independent Expert concluded that each of the Corporatisation and Internalisation is fair and reasonable to Non Associated Unitholders. 8 The full report is set out in Appendix 2 to this Booklet. You should read the report before reaching any decision on how to vote on the Resolutions. Unitholders. The Independent Expert concluded that each of the Corporatisation and Internalisation is fair and Recommendationsreasonable to Non Associated Unitholders.

The Trustfull report Company is set considersout in Appendix that each 2 to element this Booklet. of the RestructureYou should isread in the the best report interests before ofreaching Unitholders any decisionand has recommendedon how to vote thaton the Qube Resolutions. Unitholders vote in favour of all resolutions to be considered at the General Meeting. See the letter from The Trust Company that precedes this letter. Recommendations As I am the Chairman of New Qube and have an indirect holding in KFM, I do not consider it appropriate to make Thea recommendation Trust Company regarding considers the that Corporatisation each element ofor the Internalisation. Restructure is That in the said, best I interestsbelieve that of Unitholders the benefits and of hasthis recommendedtransaction are thatclear. Qube Members Unitholders of KFM’s vote Investment in favour ofAdvisory all resolutions Committee to be (other considered than my at fellow the General directors Meeting. of New SeeQube the and letter I) have from also The confirmed Trust Company their support that precedes for the transactionsthis letter. described in this booklet.

RisksAs I am the Chairman of New Qube and have an indirect holding in KFM, I do not consider it appropriate to make a recommendation regarding the Corporatisation or Internalisation. That said, I believe that the benefits of this Antransaction investment are inclear. an operating Members company of KFM’s is Investment not without Advisory risk. A summaryCommittee of (other the principal than my risks fellow associated directors withof New an investmentQube and I) in have New also Qube confirmed shares istheir set support out in Section for the transactions4. Unitholders described are already in this exposed booklet. to many of these risks through their investment in Qube units. However, as Qube’s investment in the Automotive, Bulk and General StevedoringRisks division will be increased as a result of the acquisitions of the interests of WW and other minority holders in those entities, Unitholder’s exposure to some of these risks will be increased if the Restructure and An investment in an operating company is not without risk. A summary of the principal risks associated with an Acquisitions are completed. investment in New Qube shares is set out in Section 4. Unitholders are already exposed to many of these risks Taxthrough Report their investment in Qube units. However, as Qube’s investment in the Automotive, Bulk and General Stevedoring division will be increased as a result of the acquisitions of the interests of WW and other minority Asholders Qube in has those made entities, the election Unitholder’s to form exposure a tax consolidated to some of group these from risks 1 willJuly be 2010, increased it is treated if the as Restructure a company and for Acquisitionstax purposes. are The completed. Restructure should not result in any material change in the taxation of Qube's investments (ie it will continue to be subject to corporate taxation). A report from PwC on taxation matters for investors Taxholding Report shares in New Qube is set out in Appendix 3.

AsManagement Qube has made the election to form a tax consolidated group from 1 July 2010, it is treated as a company for tax purposes. The Restructure should not result in any material change in the taxation of Qube's investments An(ie itexperienced will continue and to focused be subject management to corporate team taxation). is critical Ato reportthe success from PwC of any on logistics taxation business. matters for New investors Qube hasholding secured shares the in services New Qube of Mauriceis set out James, in Appendix who will 3. serve as the initial managing director of New Qube. I had the pleasure of working closely with Maurice at Patrick Corporation over a 12 year period in his role as Head of PortsManagement and executive director where he was responsible for driving significant growth in that business. I believe that Maurice will be an excellent managing director for New Qube. Sam Kaplan will remain closely associated An experienced and focused management team is critical to the success of any logistics business. New Qube with New Qube in his role as deputy Chairman and non-executive director. Other members of the executive has secured the services of Maurice James, who will serve as the initial managing director of New Qube. I had team and management of the operating businesses who have been with Qube since its foundation will also the pleasure of working closely with Maurice at Patrick Corporation over a 12 year period in his role as Head of remain intimately involved with the company if the Restructure is implemented. See Section 6 for details. Ports and executive director where he was responsible for driving significant growth in that business. I believe Outlookthat Maurice for Newwill be Qube an excellent managing director for New Qube. Sam Kaplan will remain closely associated with New Qube in his role as deputy Chairman and non-executive director. Other members of the executive Qube'steam and businesses management are well of the placed operating to continue businesses to achieve who have solid been growth with over Qube the since long its term. foundation New Qube will also will continueremain intimately to focus involvedon both shortwith the term company and long if theterm Restructure opportunities is implemented. to build high quality See Section businesses 6 for details.focused on the import and export supply chain that can deliver sustainable returns to shareholders. New Qube will also continue toOutlook look to for make New additional Qube investments in attractive logistics businesses including increasing its interest in the businesses and strategic assets within its existing divisions as opportunities arise. Qube's businesses are well placed to continue to achieve solid growth over the long term. New Qube will Icontinue urge you to tofocus consider on both carefully short termall material and long included term opportunities in this Booklet to build before high deciding quality howbusinesses to vote focusedat the general on the meetingimport and to approveexport supply the Restructure chain that canand deliverassociated sustainable transactions. returns to shareholders. New Qube will also continue to look to make additional investments in attractive logistics businesses including increasing its interest in the Yoursbusinesses sincerely and strategic assets within its existing divisions as opportunities arise.

I urge you to consider carefully all material included in this Booklet before deciding how to vote at the general meeting to approve the Restructure and associated transactions.

YoursChris Corrigan sincerely Chairman Qube Logistics Holdings Limited

Chris Corrigan Chairman Qube Logistics Holdings Limited

Reasons why you should vote in favour of the Corporatisation

Independent Expert considers the Corporatisation is fair 1 and reasonable to Non Associated Unitholders and in the best interests of Unitholders

2 Greater access to capital for growth

Comparable positioning of New Qube relative to industry 3 peers

Enhanced Board accountability to New Qube 4 Shareholders

Benefits of Internalisation and Acquisitions if 5 Internalisation is also approved

Reasons why you might vote against the Corporatisation

You disagree with the determination of the Independent 1 Expert

2 Loss of benefit of independent responsible entity

3 You disagree with the Acquisitions

4 Transaction costs

5 Additional costs imposed

Reasons why you should vote in favour of the Internalisation

Independent Expert considers the Internalisation is fair 1 and reasonable to Non Associated Unitholders

2 Greater access to capital for growth

Comparable positioning of New Qube relative to industry 3 peers

Significant cost savings and therefore potential for 4 increased earnings

5 Enhanced management alignment

Benefits of the Acquisitions are conditional on the 6 Corporatisation and Internalisation being approved

Reasons why you might vote against the Internalisation

You disagree with the determination of the Independent 1 Expert

2 Exposure to unexpected increases in management costs

Dilution on termination of the Investment Management 3 Agreement

4 Alternative mechanism for removal of KFM is available

5 You disagree with the Acquisitions

Reasons why you should vote in favour of the Acquisitions

Will give New Qube control of POAGS and Minto and 1 increased shareholdings in other operating businesses with attractive growth outlooks

Simplifies the ownership structure of the Automotive, 2 Bulk and General Stevedoring division

The WW Acquisition and Kawasaki Acquisition maintain 3 the alignment of 2 major customers of POAGS with Qube and POAGS

Provides New Qube with greater flexibility to raise capital 4 for future investments

Reasons why you might vote against the Acquisitions

Future capital raisings may result in the dilution of 1 interests of Unitholders

Questions and Answers

Corporatisation and Internalisation

Question Answer Further Information Why is Qube adopting These initiatives have been adopted to enhance Section 2 these initiatives? Unitholder value, optimise the capital and corporate structure of Qube and position Qube for the future. What is the The Corporatisation is a proposed restructure of Qube Section 1.1 and Corporatisation? which will effectively change Qube from a listed trust to 10.1 a listed Australian company. Following successful implementation of the Corporatisation, Unitholders will hold shares in New Qube, a new holding company, rather than Units in Qube. The Corporatisation will not change the proportionate rights and liabilities of Unitholders in relation to Qube's business and assets, subject to the proposed treatment of Ineligible Overseas Unitholders described in Section 13.14. What is the rationale for The rationale for the Corporatisation is to adopt a Section 2.2 the Corporatisation? simplified corporate structure which is expected to provide a number of benefits to Unitholders.

What is the The Internalisation is the proposed termination of the Section 1.1 and Internalisation? management agreement between Kaplan Funds 10.1 Management Pty Limited (KFM) and Qube. On completion, the management function will be assumed by the Board and management team of New Qube and its operating businesses. KFM will receive a termination payment of $40 million (plus GST) to be paid as to $32 million in New Qube Shares and the balance in cash. What is the rationale for The Internalisation is expected to result in reduced Section 2.3 the Internalisation? ongoing management costs (and accordingly increased earnings) as the business grows. Also, as with the Corporatisation, the Internalisation will bring Qube into line with its competitors in the logistics industry by adopting a simplified internal management structure which is expected to provide a number of benefits to Unitholders.

What are the conditions The Corporatisation is subject to a number of Sections 1.3 and to the Corporatisation? conditions including: 10.2  Unitholders approving the Corporatisation Resolutions.  To the extent required under any listed material contracts to which any relevant entities are parties, each third party to those contracts has granted its consent to the Corporatisation.  No judicial authority, entity or government agency taking any action, or imposing any legal restraint or prohibition, to prevent the implementation of the Corporatisation.  Qube and The Trust Company obtaining from

Question Answer Further Information ASX and ASIC all waivers from the Listing Rules or relief from the provisions of the Corporations Act that are reasonably necessary for the implementation of the Corporatisation.  No Prescribed Event occurring.  New Qube being admitted to the official list of the ASX and Shares receiving official quotation. Qube will announce to the ASX any material developments in the status of these conditions.

What Unitholder Two Unitholder approvals are required for the Section 1.2 and approvals are required Corporatisation. One resolution must be passed as a 10.5 for the Corporatisation? special resolution (requiring at least 75% of the votes cast) and the other as an ordinary resolution (requiring over 50% of the votes cast). In order for the Corporatisation to proceed, the Corporatisation Resolutions must be approved by the requisite majorities of eligible Unitholders. If any of the Corporatisation Resolutions are not passed by the requisite majority, the Corporatisation will not proceed. What Unitholder Only one Unitholder approval is required for the Section 1.2 and approvals are required Internalisation. This resolution must be passed as an 10.5 for the Internalisation? ordinary resolution (requiring over 50% of the votes cast). If the Internalisation Resolution is not passed by the requisite majority, the Internalisation will not proceed.

Must the The Corporatisation is not conditional on the Section 1.2 Corporatisation and the Internalisation proceeding. If the Corporatisation is Internalisation be approved by Unitholders but the Internalisation is not undertaken together? approved, the Corporatisation will still proceed and KFM will remain as manager. However, the Internalisation is dependent on the Corporatisation proceeding. If the Corporatisation is not implemented, KFM will remain as manager. Will The Trust Company If the Corporatisation proceeds, The Trust Company Section 10.1 remain as responsible (RE Services) Limited will continue to be the entity for Qube? responsible entity for Qube until after Qube is no longer a registered managed investment scheme, at which time The Trust Company (RE Services) Limited will be replaced as trustee by a wholly owned subsidiary of New Qube. The exact timing of such a change has not yet been determined but it is expected to be completed within 4 months of completion of the Corporatisation. New Qube (if the Internalisation is completed) or KFM (if the Internalisation is not completed) will manage Qube from completion of those transactions.

What happens if the Qube will remain a listed trust, Unitholders will Section 3.9 Corporatisation does continue to hold Units in Qube and KFM will remain as not proceed? manager of Qube. Unitholders will not receive the anticipated benefits of the Corporatisation and Internalisation. They will also not receive the benefits of the Acquisitions.

Acquisitions

Question Answer Further Information What are the Qube and New Qube have agreed to purchase the Sections 1.1, Acquisitions? investments of its joint venture partners WW and 11.7, 11.9 and Kawasaki in operating logistics businesses in the 11.10 Automotive, Bulk and General Stevedoring division and, in the case of Kawasaki, Minto for 88 million Shares and 72.7 million Shares and repayment of shareholder loans respectively. Qube and New Qube have also agreed to purchase the investments of the management team of the Automotive, Bulk and General Stevedoring division in these businesses for approximately 3.4 million Shares. These transactions are referred to in this Booklet as the Acquisitions. What is the rationale for The Board of New Qube considers the Automotive, Section 2.4 the Acquisitions? Bulk and General Stevedoring division has solid growth prospects and sees the acquisition of a greater interest in these entities and Minto as beneficial for New Qube. The Acquisitions also simplify the corporate structure of the group. The Acquisitions will also give New Qube full ownership and control of POAGS and Minto. Are the Acquisitions Yes. The Acquisitions will only proceed if both the Sections 11.7, conditional on the Corporatisation and Internalisation proceed. 11.9 and 11.10 Corporatisation and Internalisation proceeding? Is Unitholder approval The WW Acquisition and Management Acquisition do Section 10.5 of the Acquisitions not require approval from Unitholders as Qube/New required? Qube had sufficient capacity under Listing Rule 7.1 to agree to issue New Qube Shares to these parties at the time it agreed to these acquisitions. As the Kawasaki Acquisition was agreed subsequently, Qube/New Qube did not have sufficient capacity to issue New Qube Shares to Kawasaki for this acquisition. Accordingly, the Kawasaki Acquisition requires Unitholder Approval. As the issue of Shares under the WW Acquisition and the Management Acquisition will reduce the capacity of New Qube to issue additional Shares without approval under the Listing Rules, approval for the issue of Shares under these Acquisitions is also being sought at the General Meeting.

General Meeting

Question Answer Further Information What are the Unitholders will have the opportunity to vote at the Section 10.5 and Resolutions? General Meeting on resolutions to approve the Appendix 1 Corporatisation, the Internalisation, the Acquisitions and the executive long term incentive to be granted to

Question Answer Further Information Maurice James, the proposed Managing Director of New Qube (ELTI). They include Resolutions to authorise:  for the Corporatisation, an amendment to the Qube Constitution to enable the Corporatisation to be implemented and New Qube becoming the sole holder of Units in Qube as part of the Corporatisation;  for the Internalisation, the giving of financial benefits to KFM as compensation for the termination of its management rights;  for the Acquisitions, the issue of Shares in New Qube as consideration for the Acquisitions; and  for the ELTI, the issue of Shares under the ELTIP to Maurice James, the proposed Managing Director of New Qube.

Who is entitled to vote? All eligible Unitholders on the register of Qube at Appendix 1 7.00pm (AEST) on 16 August 2011, unless you are otherwise excluded in the manner set out in the Notice of Meeting.

When and where is the The General Meeting to consider the Resolutions has Appendix 1 meeting? been called for 10.00am on 18 August 2011. It will be held at The Grace Hotel, Level 2, 77 York Street, Sydney, NSW. What happens if a Qube Different voting thresholds apply to the relevant Appendix 1 Unitholder does not Resolutions. If the Resolutions are approved by the vote on the various requisite majorities of voting Unitholders, the Resolutions or votes Resolutions will be implemented even if you did not against the vote on the Resolutions or voted against the Resolutions? Resolutions.

Where and when are If you cannot attend the General Meeting in person, Appendix 1 proxy forms submitted? you should complete the enclosed Proxy Form and return it to Computershare Investor Services Pty Limited:  personally or by post to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia or  by facsimile to: 1800 783 447 from within Australia, or +61 3 9473 2555 from outside Australia, as soon as possible and in any event by 10.00am (AEST) on 16 August 2011. Any other questions? If, after reading this Booklet, you have any questions about the Corporatisation, please call Qube on (02) 9080 1900 (within Australia) or +61 2 9080 1900 (outside Australia) Monday to Friday between 9.00 am and 5.30 pm (AEST).

1. Summary of the Restructure and Acquisitions

1.1. Overview On 8 February 2011, Unitholders were advised that, following a recommendation of KFM, The Trust Company, the Responsible Entity for Qube, had made an in-principle determination to support a proposal to restructure Qube.

The proposal to restructure has been further developed and Unitholders are now being asked to consider and vote on whether the proposal should be implemented. This Booklet contains the details of the Resolutions and information to enable Unitholders to assess the proposal. The Unitholders' Meeting will be held at 10:00 am (Sydney time) on Thursday, 18 August 2011 at The Grace Hotel, Level 2, 77 York St, Sydney, NSW.

The steps to effect the restructure are complex and Unitholders should read this Booklet in full. The broad elements of the proposed restructure are:

 Unitholders will become Shareholders in a new ASX listed company, New Qube;

 The Trust Company will retire as Responsible Entity of Qube,

(together the Corporatisation). In addition, it is proposed that the Investment Management Agreement between Qube and KFM will be terminated in consideration for a termination payment of $40 million (plus GST) to be satisfied by the issue of Shares to KFM at an aggregate issue price of $32 million and the payment of the balance in cash to KFM (the Internalisation). The issue price per Share for the purposes of the termination payment to KFM will be the volume weighted average price at which Units have traded on ASX over the 30 days up to the date of the General Meeting (including trading on a deferred settlement basis) excluding any Units which are sold other than in the ordinary course of trading on ASX.

The Corporatisation and Internalisation are together referred to as the Restructure in this Booklet.

The impact of the Restructure on Unitholders is illustrated in the following diagram:

Before Restructure After Restructure

Existing Unitholders Existing Unitholders

The Trust KFM Qube Company New Qube Manager Responsible Entity Qube Qube Investments Investment Advisory Committee

Qube Investments

On 12 April 2011, Qube announced that it had reached agreement with WW under which it would acquire all of WW's investments in logistics operating entities within the Automotive, Bulk and General Stevedoring division (WW Acquisition). The consideration for these acquisitions is the issue of 88,000,000 Shares in New Qube.

On 3 June 2011, Qube announced that it had reached agreement with Kawasaki under which it would acquire all of Kawasaki's investments in logistics operating entities within the Automotive, Bulk and General Stevedoring division and Minto (Kawasaki Acquisition). The consideration for these

17 acquisitions is the issue of 72,700,000 Shares in New Qube and a cash payment of approximately $14.8 million in respect of shareholder loans.

Qube has also reached agreement with certain members of the management team of this division under which it will acquire their investments in entities in the Automotive, Bulk and General Stevedoring division on substantially the same terms as the WW Acquisition (Management Acquisition). The consideration for these acquisitions is the issue of 3,393,576 Shares in New Qube.

Completion of these transactions (Acquisitions) is conditional on, among other things, completion of the Restructure. At the time documentation for the WW Acquisition and Management Acquisition was signed, Qube/New Qube had sufficient capacity under Listing Rule 7.1 to agree to issue New Qube Shares under these acquisitions. Accordingly, Unitholder approval for these acquisitions is not strictly required. As Qube/New Qube did not have sufficient capacity under Listing Rule 7.1 to issue New Qube Shares to Kawasaki, the Kawasaki Acquisition is also conditional on Unitholder approval. The WW Acquisition and the Management Acquisition are not conditional on receipt of Unitholder approval of the Acquisition Resolution. However, to ensure that New Qube has flexibility to issue Shares following completion of the Restructure (if approved), approval from Unitholders is also being sought at the General Meeting to the issue of the Shares under the Acquisitions in order to refresh New Qube’s capital raising limit under the Listing Rules. See Section 10.5 for details. To ensure that the Directors and executives are appropriately incentivised, New Qube has adopted an executive long-term incentive plan (ELTIP) and it is also proposed that Maurice James, the proposed Managing Director of New Qube, and other senior executives be issued Shares in New Qube under this plan.

1.2. Unitholder approvals Each aspect of the Restructure, the Acquisitions and the ELTI will only proceed if the relevant Resolutions to be considered at the General Meeting are approved by Unitholders. These are described more fully in Section 10.5. In summary, Unitholder approval is required under the following:

 for the Corporatisation, to amend the Qube Constitution to authorise implementation of the Corporatisation and to approve New Qube becoming the sole holder of Units for the purposes of section 611 (item 7) of the Corporations Act; and

 for the Internalisation, under ASX Listing Rule 10.1 and Chapter 2E of the Corporations Act, to authorise the giving of the financial benefits described in this Booklet to KFM being the termination of the Investment Management Agreement with KFM and provision of the termination payment.

While not required for the Restructure, Unitholder approval is also being sought under the following:

 for the Acquisitions, under ASX Listing Rule 7.1, to approve the issue of Shares to Wilh. Wilhelmsen Holding Invest AS (WWI), Kawasaki and the Management Sellers;

 for the ELTI, under ASX Listing Rule 10.14, to authorise the issue of Shares to Maurice James, proposed Managing Director of New Qube, under the ELTIP.

The Corporatisation Resolutions are interdependent on each other, which means that if any one of the Corporatisation Resolutions is not passed by Unitholders, the Corporatisation will not proceed.

The Internalisation Resolution is interdependent on the Corporatisation Resolutions, which means that if the Internalisation Resolution or any of the Corporatisation Resolutions is not passed by Unitholders, the Internalisation will not proceed.

The Acquisition Resolutions and ELTI Resolution are interdependent on the Corporatisation Resolutions and the Internalisation Resolution, which means that if any of the Corporatisation Resolutions or the Internalisation Resolution is not passed by Unitholders, the Acquisitions will not proceed and the ELTI will not be provided.

The Corporatisation Resolution to approve the amendment of the Qube Constitution is a special resolution which requires 75% or more of the votes cast by eligible Unitholders at the General Meeting

18 on that Resolution to be in favour of its passage. The remaining Resolutions require approval by a simple majority of votes cast by Unitholders at the General Meeting.

The Resolutions are subject to voting exclusions. See Section 13.9 of this Booklet for details.

1.3. Key conditions

The key conditions that must be satisfied or waived for the Corporatisation to proceed are as follows:

 Unitholders approving the Corporatisation Resolutions.

 To the extent required under any listed material contracts to which any relevant entities are parties, each third party to those contracts has granted its consent to the Corporatisation.

 No judicial authority, entity or government agency taking any action, or imposing any legal restraint or prohibition, to prevent the implementation of the Corporatisation.

 New Qube and Trust obtain from ASX and ASIC all waivers from the Listing Rules or relief from the provisions of the Corporations Act that are reasonably necessary for the implementation of the Corporatisation.

 No Prescribed Event occurring.

 New Qube being admitted to the official list of the ASX and Shares receiving official quotation.

The Internalisation is conditional on:

 Unitholders approving all of the Corporatisation Resolutions and the Internalisation Resolution.

 Completion of the Corporatisation.

1.4. Independent Expert's Report The Trust Company engaged the Independent Expert to prepare an Independent Expert's Report expressing an opinion on whether:  the Corporatisation is fair and reasonable to Unitholders not associated with KFM or The Trust Company (Non Associated Unitholders) and is in the best interests of Unitholders; and

 the Internalisation is fair and reasonable to Non Associated Unitholders .

The Independent Expert concludes that:

"In considering whether the Proposed Corporatisation is fair and reasonable to Non Associated Unitholders and therefore in the best interests of Qube Unitholders, we have considered the overall effect of the Proposed Corporatisation on unitholders and formed a view as to whether the expected benefits outweigh any disadvantages that may result from the proposed Corporatisation.

… we are of the opinion that the advantages outweigh the disadvantages and therefore the Proposed Corporatisation is fair and reasonable to Non Associated Unitholders. It is therefore in the best interests of unitholders. …

In considering whether the Proposed Internalisation is fair, we have compared the fair market value of the Consideration to the fair market value of the estimated net future cost savings expected to result from the termination of the IMA (Net Costs Savings). We have prepared a discounted cashflow analysis of the Net Costs Savings under a number of hypothetical scenarios. In doing so, we considered future management fees payable if the Proposed Internalisation did not proceed together with the incremental costs to be incurred if the Proposed Internalisation proceeds.

...the value of the Consideration is below the range of our estimate of the fair market value of Net Cost Savings under all three scenarios. Accordingly, it is our opinion that the Proposed Internalisation is fair.

… we are of the opinion that the Proposed Internalisation is fair and reasonable to Non Associated Unitholders."

The Independent Expert's Report is set out in Appendix 2 to this Booklet. You should read it as part of your assessment of the Restructure.

1.5. Recommendations and Support For the reasons set out in this Booklet, The Trust Company and each of its directors considers that the Corporatisation, the Internalisation and the Acquisitions are in the best interests of Unitholders and recommends that Unitholders vote in favour of the Resolutions for these transactions. See The Trust Company’s letter at the beginning of this Booklet for further information on the basis for The Trust Company’s recommendation.

As investment manager of Qube, KFM has facilitated the Corporatisation, the Internalisation, the Acquisitions and the ELTI and promoted them to The Trust Company and Unitholders. KFM supports implementation of each of the Corporatisation, the Internalisation, the Acquisitions and the ELTI, however notes that it will receive a benefit from the Internalisation. See Section 9 for details.

As the Resolutions are not formally resolutions of New Qube, the Directors are not making any recommendations. Each of the Directors supports implementation of each of the Corporatisation, the Internalisation, the Acquisitions and the ELTI, however notes the following interests:

 the Directors of New Qube will be entitled to be paid fees for acting as Directors;

 Mr Corrigan and Mr Kaplan hold indirect equity interests in KFM and may receive a financial benefit from the Internalisation;

 Mr James is the proposed Managing Director of New Qube and may receive financial benefits from the Internalisation. The appointment of Mr James is conditional on the Internalisation being implemented.

The Investment Advisory Committee also supports implementation of each of the Corporatisation, the Internalisation and the Acquisitions.

1.6. What to do next

(a) Read the remainder of this Booklet

You should read and consider the remainder of this Booklet in full before making any decision on the Restructure.

(b) Consider your options

Unitholders should refer to Sections 2 and 3 of this Booklet for further guidance on the expected advantages and possible disadvantages of the Corporatisation, Internalisation, Acquisitions and ELTI. However, this Booklet does not take into account the financial situation, investment objectives and particular needs of any particular Unitholder.

The Trust Company recommends all Unitholders vote on the Restructure, the Acquisitions and the ELTI at the General Meeting. The Restructure, the Acquisitions and the ELTI affect your investment in Qube and your vote at the General Meeting is important in determining whether the Restructure, the Acquisitions and the ELTI proceed.

1.7. Summary of how to vote

(a) General

The General Meeting will be held at The Grace Hotel, Level 2, 77 York Street, Sydney NSW, on Thursday, 18 August 2011, commencing at 10:00 am (Sydney time).

The notice convening the General Meeting is contained in Appendix 1 to this Booklet. Your vote at the General Meeting is important. If you are registered as a Unitholder by the Registry at the voting entitlement time (7.00 pm Sydney time, Tuesday, 16 August 2011), you will be entitled to vote at the General Meeting, subject to the voting restrictions and exclusions set out in the Notice of Meeting in Appendix 1 to this Booklet. These voting restrictions and exclusions are summarised in Section 13.9 of this Booklet.

(b) Voting in person

Unitholders wishing to vote in person on the Resolutions should attend the General Meeting on Thursday, 18 August 2011 and bring a suitable form of personal identification (such as a driver's licence).

Please arrive at the venue at least 15 minutes prior to the time designated for the commencement of the General Meeting (10:00 am Sydney time), if possible, so that your unitholding may be checked against the Unitholders Register and attendance noted. Attorneys (see also paragraph (d) below) should bring with them the original or a certified copy of the power of attorney under which they have been authorised to attend and vote at the General Meeting.

Unitholders wishing to vote by proxy at the General Meeting must complete and sign or validly authenticate the personalised proxy form which is enclosed with this Booklet.

A person appointed as a proxy may be an individual or a body corporate. Completed proxy forms must be delivered to the Registry by 10:00 am (Sydney time), Tuesday, 16 August 2011, in any of the following ways:

By post to the Registry:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By fax to the Registry on:

1800 783 447 from within Australia, or +61 3 9473 2555 from outside Australia.

Note: proxies may not be returned by email nor is internet voting available.

(d) Voting by attorney

If a Unitholder executes or proposes to execute any document, or do any act, by or through an attorney which is relevant to their unitholding in Qube, that Unitholder must deliver the instrument appointing the attorney to the Registry for notation.

Unitholders wishing to vote by attorney at the General Meeting must, if they have not already presented an appropriate power of attorney to Qube for notation, deliver to the Registry (at the address or facsimile number specified in this Section 1.7 of this Booklet) the original instrument appointing the attorney or a certified copy of it by 10:00 am (Sydney time) on Tuesday, 16 August 2011.

(e) Voting by corporate representative

To vote in person at the General Meeting, a Unitholder or proxy which is a body corporate may appoint an individual to act as its representative.

To vote by corporate representative at the General Meeting, a corporate Unitholder or proxy should obtain a Certificate of Appointment of Corporate Representative form from the Registry, and complete and sign the form in accordance with the instructions on it. The appointment form should be lodged at the registration desk on the day of the General Meeting.

(f) Further information

Please refer to the Notice of General Meeting in Appendix 1 to this Booklet for further information on voting procedures and details of the resolution to be voted on at the General Meeting.

2. Rationale for the Restructure and Acquisitions

2.1. Background Qube (then the KFM Diversified Infrastructure and Logistics Fund) was established in November 2006 as a unit trust with a mandate to invest a minimum of 50% of its gross assets in listed infrastructure and utilities securities and up to 50% of its gross assets in unlisted logistics investments. KFM was appointed as the manager of Qube with responsibility for selecting, acquiring and managing the investments.

At the time that Qube was established, it was intended that Qube would undertake a passive investment approach involving the acquisition of minority interests in investments only without taking an active role in the management of its investees. This structure was considered the most suitable for Qube at that time based on its objectives, expected investment activities and scale.

Since its listing on the ASX in early 2007, Qube’s investment strategy has evolved. KFM has been able to source a broader range of direct investment opportunities for Qube than was anticipated on listing. As a result, Qube has progressively evolved to become an entity focused solely on investing in logistics businesses (including related property and infrastructure to support these businesses). Qube now has an objective wherever possible to obtain a controlling shareholding in, and management control of, these businesses. As a result of organic growth in the businesses and capital raisings to support acquisitions, Qube now has a market capitalisation of around $960 million (based on $1.575, the last price at which Units traded on ASX on 4 July 2011) and gross assets over $820 million (based on the balance sheet as at 31 December 2010 adjusted for the Carlyle placement and acquisition of POTA set out in Section 7.5).

The two main impediments to completing this transformation to a listed logistics operator are the trust structure and the external management arrangement with KFM.

KFM has proposed that Qube change its structure from a managed investment scheme to a company and terminate the management agreement with KFM. The resulting structure would see Qube with a Board responsible to New Qube Shareholders and a management team with direct responsibility to that Board.

In return for terminating the management agreement and facilitating the Internalisation, New Qube will pay KFM a one-off payment of $40 million plus GST, payable through the issue of Shares for an aggregate issue price of $32 million and the balance in cash.

The Corporatisation and Internalisation are important elements in simplifying the investment and corporate structure so as to maintain widespread investment and institutional interest in Qube and are expected to facilitate better investor understanding of Qube and therefore improved access to capital. The Internalisation is also expected to improve earnings relative to the current management arrangements, particularly as Qube continues to grow.

While Qube can continue to grow its logistics activities without undertaking the Corporatisation and Internalisation, there will be a number of benefits that Qube will realise as a result of proceeding with these initiatives.

These benefits are outlined below.

2.2. Rationale for the Corporatisation and Internalisation Set out below is an outline of the benefits anticipated to be realised by the Corporatisation and the Internalisation. To an extent, the benefits of each element of the Restructure are identical in that it completes the transformation of Qube to an operating logistics company with associated benefits for investor and market recognition and greater access to capital for growth. The extent to which these benefits can be realised will depend on whether the Corporatisation alone or both the Corporatisation and Internalisation are implemented.

The 5 primary benefits of the Restructure are as follows:

 Greater access to capital for growth.

 Comparable positioning of New Qube relative to industry peers.

 Enhanced accountability of the Board to New Qube Shareholders.

 Benefits of Internalisation if it is also approved.

 Benefits of the Acquisitions which are conditional on the Corporatisation and Internalisation.

Greater access to capital for growth Qube, through its two operating divisions and strategic development assets, is currently reviewing a number of larger investment opportunities and development projects that may require additional capital were they to proceed. These include further investment in Qube’s rail business, increasing Qube’s interest in the strategic development assets, development of the Moorebank property and bulk logistics opportunities.

A number of potential investors are not permitted by their investment mandate to invest in a trust, an impediment that may be removed by the Corporatisation. Also, some potential investors do not favour the externally managed model and a number of institutional investors are unwilling or unable (under their investment mandates) to invest in an entity with this structure. This is particularly relevant for overseas investors.

Comparable Positioning of New Qube Relative to Industry Peers The Restructure is expected to better position Qube as a leading logistics company. The majority of Qube’s peers operate through company structures and the Directors believe a corporate structure, preferably without an external manager, will best enable New Qube to achieve the next phase in its growth.

This is particularly important in terms of the involvement of the Board. If the Corporatisation is approved, New Qube’s Directors will have direct responsibility for, and involvement in, Qube’s strategy. This is considered important by many of the industry participants with whom Qube deals including port authorities, major customers and potential partners. Details of the current and proposed Directors of New Qube are set out in Section 6.1.

Accordingly, both the Corporatisation and the Internalisation are important to minimise any barriers to Qube’s ability to raise capital in the future for growth and therefore achieve a lower cost of capital.

Enhanced Board Accountability to New Qube Shareholders The Corporatisation will also give New Qube Shareholders the ability to elect and remove Directors. The requirement for periodic election will ensure that the Board is directly accountable to Shareholders for the performance of New Qube’s business. At present Unitholders may only influence the board of Qube’s responsible entity by removing The Trust Company as responsible entity.

Following the Corporatisation, New Qube must hold an annual general meeting, thereby promoting investor communication and accountability. As a managed investment scheme, Qube is not required to hold an annual general meeting.

Benefits from the Acquisitions Implementation of the Acquisitions is conditional on, among other things, implementation of both the Corporatisation and the Internalisation. The Acquisitions will provide a number of significant benefits to Qube. See Section 2.4 for details.

2.3. Additional benefits from the Internalisation

Additional benefits of the Internalisation are as follows:

 Significant cost savings and therefore potential for increased earnings.

 Enhanced management alignment.

Significant Cost Savings and Potential for Increased Earnings KFM manages Qube under a long term management agreement that continues until November 2026 (unless it is terminated in accordance with the provisions of the agreement). Under this agreement, KFM is entitled to a management fee based on the gross asset value of Qube’s investments and potentially a performance fee if Qube’s growth in net assets exceeds a benchmark.

Management Fees

In the 6 months to 31 December 2010, the total management fee paid to KFM was approximately $3.8 million ($6.1 million in the 12 months to 31 December 2010). On a pro-forma basis assuming the subsequent events set out in Section 7.3 had occurred, the total management fees that would have been payable to KFM based on Qube’s current gross assets as at 31 December 2010 is approximately $10.4 million.

Under the terms of the existing management agreement, the management fees payable to KFM will increase if Qube’s gross asset value increases or if the proportion of Qube’s gross assets that are invested in logistics investments (rather than cash or other investments) increases (as logistics assets attract a higher management fee).

In the absence of the Internalisation, it is expected that the annual management fee payable by Qube to KFM over the remaining term of the management agreement will increase as a result of 3 main factors:

 Qube is likely to sell its listed securities and/or invest its cash into logistics investments which attract a higher management fee.

 Qube is likely to raise additional debt and/or equity funding to pursue further growth (organic and through acquisition) in the existing businesses and new investments which will increase Qube’s gross assets and therefore the management fee.

 Qube’s core operating logistics investments may increase in value as a result of continued earnings growth and/or rising asset valuation multiples for these businesses over the remaining term of the management agreement.

However, there is no certainty that earnings growth will be achieved in each and every year and in any particular year earnings may decline. Additionally, valuation multiples could also contract which may reduce the management fee that would otherwise be payable in the year.

Performance Fees

Additionally, Qube’s performance in the six month period to 31 December 2010 has exceeded the performance benchmark contained in the investment management agreement with KFM (Investment Management Agreement) and therefore a performance fee provision of approximately $3.4 million has been included in Qube’s accounts for the 6 months to 31 December 2010. The actual performance fee (if any) payable to KFM will be based on Qube’s performance for the 12 months to 30 June 2011 and may be higher or lower than the $3.4 million provision.

Internalised Costs

As a comparison, the expected total annual additional corporate cost for New Qube to operate with its own management team and infrastructure is expected to be around $4.75 million. This includes provisions for short and long term incentives which will only be payable if the relevant performance criteria are met. This represents a pre-tax saving of around $9.1 million compared to the pro forma management fees incurred by Qube for the 12 months to 31 December 2010 of $13.9 million. See Section 7.3 for details.

The anticipated annual cost to operate New Qube at its current level of assets and operations with an internal management team is significantly less than the annual fees historically paid to KFM. After taking into account the termination payment to KFM of $40 million (plus GST), New Qube will still be substantially better off over the medium to long term than if the existing management agreement remained in place for its full term. Importantly, the proposed Board and management team will

25 provide New Qube with access to the same resources and expertise that have been instrumental in Qube’s growth since its formation.

In the short term, the Internalisation will eliminate KFM’s management and performance fees and so significantly reduce the overall cost of management for New Qube. A material decrease in operating costs without adversely affecting revenue will increase reported earnings.

Enhanced management alignment An additional benefit of the Internalisation is that it will better align the accountability of employees as they will be remunerated directly by New Qube and will be solely focused on New Qube and its strategies. This is also conducive to longer term succession planning. KFM and New Qube have agreed arrangements for the transition of personnel currently engaged in management of Qube should the Internalisation be approved.

The Internalisation is conditional on the Corporatisation being approved. Internalisation will result in New Qube’s senior management team being directly accountable to the New Qube Board. This should ensure greater accountability and transparency of the management which is in the interests of New Qube’s Shareholders.

2.4. Rationale for the Acquisitions Qube presently owns majority or significant shareholdings in a number of investment entities relating to its Automotive, Bulk and General Stevedoring division and Minto. The other significant shareholders in these-entities are Kawasaki and WW, while management of the division also holds a small interest in some of these entities. See Section 5.2 for further information on the ownership structure for these entities.

The effect of the Acquisitions on Qube’s ownership interests in the Automotive, Bulk and General Stevedoring division and Minto is set out below:

Interest Interest Qube Qube Interest Acquired Acquired Ownership Current Acquired From Underlying Business From From Other Post Ownership Wilhelmsen Kawasaki Minorities Transaction (%) (%) (%) (%) (%) POAGS 54.2% 22.5% 22.5% 0.8% 100.0% AAT 38.6% 5.5% 5.5% 0.4% 50.0% NSS 38.3% 11.3% 0.0% 0.4% 50.0% Prixcar 19.4% 5.6% 0.0% 0.0% 25.0% Minto Properties 50.0% 0.0% 50.0% 0.0% 100.0%

These businesses have significant long term growth potential and the Board believes that it is important that it has a greater level of control and/or ownership over these businesses to ensure that adequate funding and management expertise is available to capitalise on the potential opportunities.

The Acquisitions will give Qube full ownership of POAGS, the largest business within the division, and increased shareholdings in the other operating businesses. It will also increase Qube’s ownership of other assets that the Board believes have attractive long term growth outlooks. The transaction also simplifies the ownership structure of these assets, assisting New Qube to achieve its overall objective of enhancing the market acceptance of New Qube as a leading logistics operator.

Willaniusrederiena AB, a joint venture partner in WW and a related body corporate of Kawasaki are each major customers of POAGS. The issue of Shares to WWI, a special purpose investment entity controlled by WW, and to Kawasaki maintains the alignment of Qube with 2 major customers of POAGS.

2.5. Future direction of Qube Qube owns a quality portfolio of logistics businesses focused on the import/export supply chain. It also owns interests in strategic development assets with strong future prospects once they have been developed and are operational.

These businesses typically operate in markets that grow at rates in excess of GDP growth and have high barriers to entry due to limited land availability at ports, significant capital requirements and/or scale benefits from having a national presence. A key competitive strength of Qube’s businesses is the ability to offer customers a comprehensive logistics supply chain solution. This is possible due to Qube’s deliberate decision to develop its capabilities across multiple aspects of the supply chain from the port to the end-customer for both import and export products. This approach enables Qube to strip out inefficiencies in the logistics supply chain and provide a value-add competitive service to its customers.

Qube's businesses have and continue to undertake investment in modern capital equipment and technology to improve customer service and operational efficiency.

Landside Logistics The Landside Logistics division offers customers a comprehensive range of services focused around transport solutions for the import/export sector, predominantly involving containers moving to and from the port. Services that are provided include transport of full and empty containers by road and rail, warehousing and distribution, operations of rail terminals, operation of container parks, customs and quarantine clearance and international freight forwarding. The business operates on a national basis from key strategic locations near the ports and/or adjacent to rail lines.

The Landside Logistics division comprises POTA Holdings Pty Limited, which trades as P&O Trans Australia (POTA), one of the largest port-focused landside logistics providers in Australia. On 20 April 2011, Qube acquired the shares in POTA held by DP World Australia (POSN) Pty Limited (DP World), its former joint venture partner for $106 million including related loans. POTA has delivered very strong growth in revenue and earnings since Qube’s initial investment in April 2007, reflecting significant organic growth and the benefits from synergistic acquisitions. A focus on port based rail solutions, including the creation of Qube Rail in mid-2010, has enabled this division to quickly become one of the largest providers of port-rail solutions for movement of containerised freight in Australia, with a particular emphasis on NSW.

Outlook

The Landside Logistics division is expected to continue to grow revenue and earnings through market growth and bolt-on acquisitions. The focus on delivering cost and service benefits to its customers through port-rail transport solutions and comprehensive supply chain solutions will continue to be a priority for this division. This strategy will be part of Qube’s broader focus on inland rail terminals through its strategic development assets (discussed further below).

Automotive, Bulk and General Stevedoring The Automotive, Bulk and General Stevedoring division provides a comprehensive service offering related to the import and export of non-containerised cargo. Services provided include stevedoring, facilities management and vehicle processing. A key competitive advantage of this division is its breadth of operations as it is presently operating at 28 ports across Australia.

If the Acquisitions are completed, Qube will significantly increase its holding in the Automotive, Bulk and General Stevedoring division. See Sections 11.7, 11.9 and 11.10 for details regarding the Acquisitions and Section 5.2 for details of Qube's ownership structure for this division.

The division is focused in 3 key areas:

 Automotive (passenger, commercial, agricultural and heavy mining equipment)

 Bulk (eg iron ore, nickel concentrate, manganese and copper concentrate)

 Break-bulk (eg timber, steel, fertilisers and project cargo)

Automotive

Qube’s businesses, in conjunction with its partners, have the ability to provide a full supply chain solution covering vehicle stevedoring, on and off-wharf storage and processing and delivery to the

27 end customer. Substantial investment has been made by the businesses in this division to establish quality facilities to support continued growth in vehicle imports and exports.

The automotive segment is fairly mature with passenger vehicle import growth driven by GDP growth and the continued trend away from domestic manufacture towards imported vehicles. In the five months to May 2011, Australian car sales are 5% lower than the comparable period in 2010 and are expected to continue to be subdued. Sales growth is dependent on a number of factors including Australian economic conditions and in particular consumer confidence.

Vehicle storage levels have fallen from the very high levels achieved in late calendar 2010 and early 2011 due to volumes of new vehicle imports being lower than new vehicle sales.

The growth in the other parts of this segment (ie agricultural and heavy mining) is expected to be influenced by weather conditions, the continued demand for commodities and the pipeline of development projects.

Qube’s businesses in this area are all well positioned to continue to generate consistent cashflows with modest growth (subject to no adverse change in economic conditions).

The impact of recent events in Japan is expected to have a short-term impact on the vehicle segment of this division due to the disruptions that have been caused to vehicle and related parts manufacturing in Japan. As a result, there has been a significant reduction in the number of Japanese vehicles being imported into Australia in the first half of the year. Import volumes are expected to start to recover to normal levels from the end of July 2011, and Qube does not expect that the disruptions will impact the long term outlook for the segment.

Bulk

The bulk sector is a key growth driver for this division. Qube’s businesses are well placed to benefit from the continued strong demand for commodities.

In September 2010, the multi-user facility at Utah Point, Port Hedland commenced limited operations almost 6 months ahead of schedule. This facility, which cost around $60 million for the business to develop, is expected to have throughput of around 10 million tonnes for calendar 2011. It commenced full operations in March 2011. Qube’s Automotive, Bulk and General Stevedoring division is pursuing a number of similar projects. These projects are typically very capital intensive.

Bulk activities are expected to continue to be a major focus for Qube’s future growth and investment.

Break-Bulk

The break-bulk sector is dependent on economic conditions as it often involves project cargo relating to major infrastructure projects such as windmills for wind farms or steel for construction projects that are usually one-off in nature. This part of the division is expected to grow in the near term as a result of the expected growth in major projects to leverage the strength in the commodity sector. The strong Australian dollars’ impact on Australian manufacturing and weak domestic demand is currently impacting on steel volumes.

Outlook

The Automotive, Bulk and General Stevedoring division is well placed to grow its earnings in the future, driven in part by the full commissioning and operation of the Utah Point, Port Hedland facility in March 2011 as well as growth in the other parts of the business. The performance of the division will be impacted by new car sales and car imports, the strength of the resources and agricultural sectors (supporting importation of mobile equipment), domestic construction, bulk export resource volumes (including changes in demand in the Chinese market) and expansion of key infrastructure especially related to resources and project cargo.

28 expected to result in a decline in vehicle imports (with a consequential impact on processing and storage volumes) until later in the calendar year once production returns to normal levels.

Strategic Development Assets Qube’s strategic development assets comprise properties in NSW for potential future development into inland rail terminals and related logistics facilities. Qube is a strong proponent of the need to increase the proportion of containerised freight moving to and from ports by rail, especially in NSW. This is necessary to cope with the expected future increase in container volumes at Port Botany in Sydney over the next 10-20 years and beyond.

A key requirement to achieve this objective is to ensure that there is adequate capacity at rail terminals that are located in proximity to major freight centres. Qube believes that its properties are well located and have several attractive characteristics (including size and location adjacent to the dedicated freight rail line that is presently under construction) that make them well suited for future development into inland rail terminals.

As noted above, Qube’s Landside Logistics division is actively pursuing rail-based transport solutions for movement of containers to and from the port. The development of the strategic assets into inland terminals would complement this strategy and further improve Qube’s ability to offer value-add, cost effective transport solutions to its customers.

Qube is currently undertaking analysis to determine the optimal use and planning for logistics activities on these sites in conjunction with its partners.

General Outlook New Qube’s objective continues to be to focus on both short term and long term opportunities to build high quality businesses focused on the import and export supply chain that can deliver sustainable returns to shareholders.

New Qube will continue to look to make additional investments in attractive logistics businesses, including increasing its interest in the businesses and strategic assets within its existing divisions as opportunities arise.

Qube is presently in discussions regarding opportunities to increase its interest in one of its existing assets that may involve total consideration of around $150 million (plus stamp duty). Any such acquisition would be subject, among other things, to agreement on commercial terms and compliance with the rights of any co-investors in that asset.

Qube’s businesses are well placed to continue to achieve solid growth over the long term as a result of the favourable dynamics of their core markets, reinforced by their competitive strengths within these markets.

No Forecasts The New Qube Board has determined not to include specific forecast financial information with respect to New Qube in this Booklet other than the forecast financial data for the month of June 2011. In light of the significant acquisition activity by Qube and its businesses and the Restructure, New Qube’s performance in any future period cannot be reliably estimated. As a consequence, the New Qube Directors do not believe that there is a reasonable basis for inclusion of a forecast beyond the forecast for the month of June 2011 in this Booklet.

2.6. Funding of expansion Qube presently has cash and listed securities of around $60 million (on a consolidated basis and disregarding cash held in operating entities). This cash will be reduced by the payment to KFM if the Internalisation is implemented and funding for the payment to Kawasaki of approximately $14.8 million in respect of shareholder loans within the Automotive, Bulk and General Stevedoring division. The only debt within Qube, other than debt provided directly to operating businesses and Minto is approximately $48.3 million under facilities that were used to partially fund Qube’s investment in MIPT, one of the strategic development assets. The businesses within Qube’s operating divisions also have conservative capital structures.

Qube’s existing cash is expected to provide New Qube with adequate financial capacity to fund its near term requirements including to provide further capital to support the current and projected funding requirements of its operating divisions. There are a number of potential investment and acquisition opportunities throughout the group (including the potential investment described in Section 2.5 above) which could require funding beyond Qube’s existing funding capacity if any of these opportunities were to proceed. New Qube expects to continue to fund further growth through a mixture of debt (including finance leases) and equity. However, it is anticipated that New Qube and its controlled entities will continue to maintain a prudent level of gearing.

3. Relevant considerations for Unitholders

3.1. Introduction The purpose of this Section 3 is to identify significant issues for Unitholders to consider in relation to the Restructure, the Acquisitions and the ELTI.

Before deciding how to vote at the General Meeting, Unitholders should carefully consider the factors discussed below, as well as the other information contained in this Booklet.

3.2. Why you should vote in favour of the Corporatisation

Reasons why Unitholders may decide to vote in favour of the Corporatisation include the following:

 The Independent Expert has concluded that the Corporatisation is fair and reasonable to Non Associated Unitholders and in the best interests of Unitholders.

 Greater access to capital for growth.

 Comparable positioning of New Qube relative to industry peers.

 Allows additional benefits of Internalisation to be realised (as Internalisation is conditional on the Corporatisation proceeding).

 Enhanced accountability of the Board to New Qube shareholders.

See Section 1.4 for a summary of the conclusions reached by the Independent Expert. The Independent Expert's Report is set out in full in Appendix 2 of this Booklet and you are strongly encouraged to read that report as part of your assessment of the Restructure.

The Trust Company recommends that Unitholders vote in favour of the Corporatisation.

See Section 2.2 for further information regarding the benefits that may be realised by the Corporatisation.

3.3. Why you should vote in favour of the Internalisation

Reasons why Unitholders may decide to vote in favour of the Internalisation include the following:

 The Independent Expert has concluded that the Internalisation is fair and reasonable to Non Associated Unitholders.

 Significant cost savings and therefore potential for enhanced earnings.

 Comparable positioning of New Qube relative to industry peers.

 Greater access to capital for growth.

 Enhanced management alignment.

 Benefits from the Acquisitions are conditional on the Corporatisation and Internalisation.

See Section 2 for details.

The Trust Company recommends that Unitholders vote in favour of the Internalisation.

The Independent Expert has valued the net cost savings attributable to the Internalisation at between $43.3 million and $66.8 million. This is significantly more than the consideration of $40 million (plus GST) to be paid to KFM if the Internalisation is approved. The Independent Expert has adopted conservative growth and performance assumptions when determining future potential management fees including that New Qube obtains no new debt or equity funding and that no performance fee is payable over the balance of the term of the Investment Management Agreement.

3.4. Why you may vote against the Corporatisation Unitholders may decline to approve the Corporatisation for a number of reasons. These may include the following:

Disagreement with Independent Expert

The Independent Expert has concluded that the Corporatisation is fair and reasonable to Non Associated Unitholders and therefore is in the best interests of Unitholders. You are not obliged to follow that recommendation.

Loss of independent responsible entity

Under the Corporatisation, The Trust Company will retire as Responsible Entity of Qube and a wholly owned subsidiary of New Qube will take its place. As a result, Unitholders will lose the benefit of having an independent responsible entity to monitor investments. However, Unitholders will gain the benefit of a Board of Directors that are directly responsible to Shareholders, which contrasts with the current position under which the directors of The Trust Company cannot be directly appointed or removed by Unitholders.

You disagree with the Acquisitions

As the Acquisitions are conditional on the implementation of the Restructure, you may vote against the Corporatisation if you are opposed to the Acquisitions.

Transaction costs

Qube will incur transaction costs in the order of $2.2 million with respect to the Restructure of which around $1.5 million will have been incurred prior to the General Meeting.

Additional costs imposed

Under the Corporatisation, New Qube will assume the liability for certain costs which are currently borne by The Trust Company, such as directors fees. The fees payable to directors of the Trust Company are currently borne by The Trust Company. Under the Corporatisation, New Qube will have its own Directors and be responsible for these costs. KFM has estimated that the net incremental cash outflow will be in the region of $300,000 in the first year following implementation of the Restructure. The Independent Expert considers that this equates to approximately 0.5 – 0.7 cents per Unit. The Independent Expert, however, has expressed the opinion that this is relatively immaterial and that, if the Internalisation proceeds, this disadvantage will be more than offset by the net financial benefits associated with the Internalisation.

3.5. Why you may vote against the Internalisation Unitholders may decline to approve the Internalisation for a number of reasons. These may include the following:

Disagreement with Independent Expert

The Independent Expert has concluded that the Internalisation is fair and reasonable to Non Associated Unitholders. You are not obliged to follow that conclusion.

Dilution on termination of the Investment Management Agreement

The cost to terminate the Investment Management Agreement is $40 million (plus GST). This is to be paid by the issue of Shares for an aggregate issue price of $32 million and the balance in cash.

The issue of Shares will result in a minor dilution to the Shareholding in New Qube that current Unitholders will otherwise obtain on completion of the Restructure. See Section 3.11 for further details.

Exposure to future unexpected costs

At present, the management fees payable to KFM are fixed by reference to the gross assets of Qube. On completion of the Internalisation, New Qube will become exposed to any fluctuation in head office costs and so is exposed to unexpected changes in these costs. New Qube does not consider such exposure to be material in the context of the Restructure.

Alternative mechanism for removal of KFM is available

Under the Investment Management Agreement, Unitholders could act to remove KFM as investment manager of Qube or New Qube, in which case the fee payable to KFM under the Internalisation would not need to be paid. However, this removal would require the approval of Unitholders by way of resolution. The resolution must be a special resolution for termination prior to 16 November 2016 or an ordinary resolution for termination on or after that date. As at the date of this Booklet, shareholders in Kaplan Partners Pty Limited (KP), the holding company of KFM, and entities associated with them have voting power of approximately 23% in Qube.

Further, in such circumstances New Qube may not gain the benefit of a transmission of the management personnel by KFM to New Qube as is contemplated under the Internalisation.

Acquisitions

As the Acquisitions are conditional on the implementation of the Restructure, you may vote against the Internalisation if you are opposed to the Acquisitions.

3.6. Why you should vote in favour of the Acquisitions

Reasons why Unitholders may decide to vote in favour of the Acquisitions include the following:

 Will give New Qube control of POAGS and Minto and increased shareholdings in other operating businesses with attractive growth outlooks.

 Simplifies the ownership structure of the Automotive, Bulk and General Stevedoring division.

 The WW Acquisition and Kawasaki Acquisition maintain the alignment of 2 major customers of POAGS with Qube and POAGS.

 Provides New Qube with greater flexibility to raise capital for future investments.

See Section 2.4 for details.

The Trust Company recommends that Unitholders vote in favour of the Acquisitions.

3.7. Why you may vote against the Acquisitions

Only the Kawasaki Acquisition is conditional on approval from the Unitholders. The remaining Acquisition Resolutions are directed only at ensuring that New Qube has capacity to issue further equity securities without Shareholder approval up to the 15% cap established by Listing Rule 7.1.

Unitholders may wish to decline to pass Resolution 4 if they do not wish the Kawasaki Acquisition to proceed. Unitholders may wish to decline to pass the remaining Acquisition Resolutions if they do not wish to provide the Board with flexibility to issue equity securities without Shareholder approval.

3.8. Risks of Restructure and the Acquisitions While The Trust Company and KFM consider the benefits for Unitholders far outweigh the risks, there are a number of risks to Unitholders associated with the Restructure and the Acquisitions. See Sections 4.2 - 4.4 for details

3.9. Key implications if the Restructure does not proceed

If Unitholders do not pass the Corporatisation Resolutions:

 Qube will remain as a managed investment scheme with The Trust Company as responsible entity unless removed by Unitholders.

 KFM will continue as investment manager of Qube.

 The Acquisitions will not proceed.

 Unitholders will not realise the anticipated benefits of the Restructure outlined in Section 2.

If Unitholders do not pass the Internalisation Resolution:

 KFM will continue as investment manager of Qube.

 The Acquisitions will not proceed.

 Unitholders will not realise the anticipated benefits of the Internalisation outlined in Section 2.3.

3.10. Impact on financial position The anticipated impact of the Corporatisation, Internalisation and Acquisitions on Qube and New Qube is set out in Section 7.

3.11. Impact on capital structure and control of New Qube

As at the date of this Booklet there are 610,839,329 Units on issue.

The Restructure, the Acquisitions and the ELTI are not expected to have a material effect on the control of New Qube.

If the Corporatisation occurs, there will be no change in the number of Units on issue and Unitholders (other than Ineligible Overseas Unitholders) will have the same voting power in New Qube following Corporatisation as they had in Qube before the Corporatisation.

If the Internalisation is also approved and implemented, New Qube will issue Shares to KFM for an aggregate issue price of $32 million. The issue price per Share will be the volume weighted average price at which Units have traded on ASX over the 30 days up to the date of the General Meeting (including trading on a deferred settlement basis) excluding any Units which are sold other than in the ordinary course of trading on ASX. Based on a notional issue price of $1.575] (being the last price at which Units traded on ASX on 4 July 2011), this would result in an issue of 20,317,460 Shares to KFM representing approximately 2.5% of issued capital of New Qube immediately following the Internalisation (assuming no further securities issues prior to completion other than under the Acquisitions and the ELTI).

If the Acquisitions are implemented, New Qube will issue 164,093,576 Shares to WWI, Kawasaki and the Management Sellers (assuming that there are no other issues of Shares or Units prior to completion of the Acquisitions other than as set out in this Section 3.11).

There are no other outstanding options, warrants, derivatives or other securities issued by Qube that carried a right to subscribe for or which were convertible into Units or Shares other than the Shares to be issued to senior management under the ELTIP.

The following table shows the proportions of the anticipated issued capital of New Qube issued on implementation of the Corporatisation and Internalisation (assuming an issue price of Shares to KFM of $1.575), the Acquisitions and the issue of Shares under the ELTIP and held by existing Unitholders following implementation of all of these transactions (assuming no further securities issues prior to completion of these transactions).

Shares Issued Number Percentage To Eligible Unitholders on implementation of Corporatisation 610,839,329 76.5% To KFM on implementation of Internalisation 20,317,460 2.5%

To WWI on implementation of WW Acquisition 88,000,000 11.0%

To Kawasaki on implementation of Kawasaki Acquisition 72,700,000 9.1% To Management Sellers on implementation of Management 3,393,576 0.4% Acquisition To executive management under the ELTIP 3,900,000 1 0.5%

Total 799,150,365 100.0%

Notes:

1. Anticipated initial issue of Shares for management under the ELTIP, including to Maurice James under the ELTI, on completion of the Restructure. Information regarding the substantial holders of Qube is available from the substantial holder notices provided to Qube and available on the ASX website. Based on substantial holder notices provided to Qube as at the date of this Booklet, the substantial holders of Qube are as follows:

Substantial Holder Number 1 Percentage 1 The Carlyle Group 91,388,476 14.96% Taverners No.10 Pty Limited 86,984,043 2 14.24% 2

Patterson Cheney Investments Pty Limited 38,280,391 6.3%

Perpetual Limited and subsidiaries 32,277,806 5.28%

Notes: 1. The above table is based on substantial holder notices lodged by the relevant holders and will change on implementation of the Restructure, Acquisitions and issue of Shares under the ELTIP. See table below. 2. The register of members of Qube as at 20 May 2011 records Taverners No.10 Pty Limited as the registered holder of 46,984,043 Units. Taverners No.10 Pty Limited has confirmed that it retains a relevant interest in a further 36,000,000 Units. Assuming that there are no changes to the relevant interests of any substantial holder set out above, and that no person other than the substantial holders set out above becomes a substantial holder of Qube prior to implementation of the Restructure, the substantial holders of New Qube on implementation of the Restructure, the Acquisitions and the issue of Shares under the ELTIP on completion of the Restructure (assuming all such transactions are approved by Unitholders), will be as follows:

Substantial Holder Number 1 Percentage 1 The Carlyle Group 91,388,476 11.44%

WWI 88,000,000 11.01% Taverners No.10 Pty Limited 86,984,043 2 10.88% 2

Kawasaki 72,700,000 9.10%

Notes: 1. The above table is based on substantial holder notices lodged by the relevant holders and assumes an issue price of Shares to KFM under the Internalisation of $1.575.

2. See note 2 to the immediately preceding table. 3.12. No impact on tax status The taxation of New Qube (being a company) will be the same as the current taxation of Qube (also a company for tax purposes). See the PwC tax report set out in Appendix 3 for details.

3.13. Financing of Restructure and Acquisitions

As Units are being exchanged for Shares in New Qube, no debt funding is required to effect the Corporatisation. The cash portion of the termination payment payable to KFM under the Internalisation will be funded from the current cash resources of Qube. Otherwise, none of the current cash resources of Qube will be used to finance the Restructure, aside from the payment of transaction costs. Transaction costs of the Restructure are estimated to be in the order of $2.2 million of which around $1.5 million has already been incurred prior to the date of this Booklet in presenting the Restructure proposal to members.

No cash consideration is payable in connection with the WW Acquisition and the Management Acquisition. Under the Kawasaki Acquisition, Kawasaki will receive the sum of $14,820,737.77 in respect of shareholder loans previously advanced to entities within the Automotive, Bulk and General Stevedoring division. This cash payment will be effected either by a repayment of shareholder loans or assignment of the shareholder loans to the New Qube group on completion of the Kawasaki Acquisition. Additionally stamp duty of approximately $3.6 million is expected to be payable in respect of the Acquisitions. These cash amounts will be funded from the current cash resources of Qube.

4. Risk Factors

4.1. Overview There are a number of factors, both specific to New Qube and of a general nature, which may affect the future operating and financial performance of New Qube and the outcome of an investment in New Qube. There can be no guarantees that New Qube will achieve its stated objectives, that forecasts will be met or that forward looking statements will be realised.

This Section 4 describes certain, but not all, risks associated with an investment in New Qube.

4.2. Risks associated with Restructure Unitholders will be exposed to a number of risks arising from implementation of the Restructure. These risks include the following:

Loss of benefit of independent responsible entity

Under its current operating structure, Qube's operations are managed on a day to day basis by KFM as investment manager. While KFM has broad discretion to undertake and realise investments on behalf of Qube, overall supervision of KFM is exercised by The Trust Company. The Trust Company is independent of KFM and its board has no relationship with KFM other than through the Investment Management Agreement.

If the Corporatisation is implemented, Unitholders will cease to have the benefit of the supervision of operations of Qube by an independent responsible entity. New Qube considers that the corporate structure proposed is consistent with market practice for operating entities in the logistics industry and the corporate governance structure of a listed company is more appropriate for the business conducted by Qube. Moreover, the Board of New Qube will be directly accountable to New Qube shareholders through the requirement to hold an annual general meeting and the ability of shareholders to remove Directors by ordinary resolution from time to time.

If the Corporatisation is implemented but the Internalisation is not implemented, KFM will remain as manager of New Qube. Of the 3 current Directors, 2 Directors (being Messrs Corrigan and Kaplan) have an indirect interest in KFM through Kaplan Partners Pty Limited (KP), the holding company of KFM. The Corporatisation will result in Unitholders ceasing to have the benefit of a board wholly independent of KFM. The board of New Qube may address the potential for conflict of interest between New Qube and KFM through the exclusion of Directors with an indirect interest in KFM from board deliberations. The New Qube Board also proposes to appoint additional Directors including nominees of Carlyle, WWI and Kawasaki who will have no association with KFM. See Section 6.2 for details.

No independent Directors

On implementation of the Restructure, New Qube will have no independent Directors within the meaning of "independent" prescribed by the ASX Corporate Governance Council Recommendations.

The Board of New Qube considers that the demonstrated expertise and experience of the current Board is appropriate for New Qube given the nature of its activities. See Section 6.4 for details.

No certainty of improved market performance

While the Directors of New Qube believe that the Restructure may improve the market recognition of Shares beyond that currently enjoyed by Units, there is no guarantee that the price at which Shares trade on ASX will increase above that at which Units have traded on ASX.

Uncertainty about potential cost savings

The potential net cost savings from the Internalisation are primarily based on analysis of anticipated costs associated with operating New Qube as a corporate entity with its own management team compared to the historical and anticipated management fees and other costs payable based on the existing managed investment scheme structure. The potential net costs savings are based on an

37 assessment of future events which may or may not occur. There is no guarantee that the potential net costs savings will eventuate or that they will be the amount assumed.

Transition risk

If the Corporatisation and Internalisation are implemented, New Qube will establish a new head office function with direct employees. New Qube will also enter into a new lease and other contractual arrangements with third parties. New Qube is exposed to the risk of dislocation during the establishment of these new head office arrangements. To minimise any exposure to this risk, KFM has agreed to provide transitional services for a period of up to 6 months from completion of the Restructure. In return for these services, KFM will receive transition fees of $41,667 (plus GST) per month. See Section 11.4 for details.

Stamp duty relief

It is estimated that transaction costs of around $2.2 million will be incurred in connection with implementation of the Corporatisation and around $3.6 million in respect of the Acquisitions. These anticipated costs include stamp duty payable in a number of jurisdictions. This assessment of anticipated duty is based on the expectation that relief from stamp duty consistent with policy and practice applied previously on a consistent basis will be available. Any change in the policy or practice associated with stamp duty legislation may result in an increased stamp duty cost associated with implementation of the transactions discussed in this Booklet. In addition, stamp duty legislation in a number of States and Territories of Australia will change with effect from 1 July 2011. The interpretation of this new legislation or application of this legislation by the relevant revenue authorities may differ from that anticipated at the time of preparation of this Booklet. Any such change may result in higher transaction costs associated with implementation of the transactions the subject of this Booklet.

4.3. Risks associated with existing logistics investments Qube is, and New Qube will be, indirectly exposed to certain risks associated with its logistics businesses. These risks include the following:

Economic conditions

The operating and financial performance of Qube’s logistics businesses are influenced by a variety of general economic and business conditions including the level of inflation, interest rates and exchange rates and government fiscal, monetary and regulatory policies. A prolonged deterioration in domestic or general economic conditions, including an increase in interest rates or a decrease in consumer and business demand, could be expected to have a material adverse impact on the financial performance of the logistics businesses.

Key personnel

The operational and financial performance of the logistics businesses is dependent on their ability to attract and retain experienced management. The loss of key personnel involved in the management of these businesses could have an adverse impact on their financial performance. Implementation of the Restructure may reduce this risk as it increases the ability to align interests of management with New Qube and its shareholders.

Key contracts and IT systems

Major contracts of Qube’s logistics businesses are constantly expiring. Failure to renew such contracts, or to renew them on the same or more favourable terms, may have a material adverse effect on the logistics businesses' future financial performance and position of the logistics businesses.

Some logistics businesses are heavily reliant upon key customer contracts which are generally of a short to medium term with some risk of contracts not being renewed or being renewed on less favourable terms and thereby impacting future revenues.

Logistics businesses make considerable use of information technologies or systems. Failures of such technologies and systems could have an adverse effect on customer service and therefore future financial performance and position.

Access to property

Some logistics businesses lease and license significant infrastructure and other properties and assets such as rail terminals, container parks and stevedoring facilities. This includes the licence of stockyard facilities at Utah Point, Port Hedland. These leases and licences carry renewal risk upon expiry. These businesses are heavily reliant upon long term access to critical sites/properties. Any failure to renew, renewal on less favourable terms or termination of such key leases and licences may have a material adverse effect on future financial performance and position.

Constraints on development

The ability of New Qube to benefit from development of its strategic development assets will depend on, among other things, receipt of necessary planning and other third party approvals including approvals from relevant planning authorities and approval from Qube’s partners. There can be no certainty that these approvals will be received in a time frame or form acceptable to New Qube which could result in a reduction in the value of the strategic development assets.

Capital expenditure

The businesses carried on by some logistics businesses are capital intensive. The operating and financial performance of these businesses will be partly reliant on their ability to effectively manage significant capital projects within required budgets and timeframes and on sufficient funding being available for the capital expenditure requirements of the business, including the maintenance and replacement of equipment to meet operational requirements. Capital expenditure requirements may impact the cash flow available to service financing obligations, pay dividends or otherwise make distributions.

Competition risks

Increased competition for the logistics businesses could result in price reductions, under-utilisation of personnel, assets or infrastructure, reduced operating margins and/or loss of market share, which may have a material adverse effect on future financial performance and position.

Government policy and regulation

The operations of logistics businesses depend on access to infrastructure including ports, terminals and associated infrastructure which is subject to government policy and legal and regulatory oversight - including access, accreditation, operational, security, tax, environmental and industrial (including occupational health and safety) regulation. Changes in government policy and legal and regulatory oversight may have a material adverse effect on future financial performance and position.

Employees/industrial action

A number of operational employees of logistics businesses are members of trade unions. These employees are generally covered by collective agreements which are periodically renegotiated and renewed. The risk of strikes and other forms of industrial action that may have a material adverse impact on these businesses would be primarily dependent on the outcomes of negotiations with representative unions regarding the terms of new collective agreements. If there were a material or prolonged dispute between logistics businesses and its unions or workforce, this could disrupt operations which may have a material adverse effect on future financial performance and position.

Exposure to commodity flows and cycles

The logistics businesses are exposed, through their customers, to global demand for commodities. Revenues from the provision of bulk logistics services may be adversely impacted by reduced global demand for bulk commodities or changes in global commodity prices.

Taxation risk

Changes in tax law (including in goods and services taxes and stamp duties) or changes in the way taxation laws are interpreted in the various jurisdictions in which logistics businesses operate may impact their future tax liabilities.

Environmental risk

National and local environmental laws and regulations may affect operations of logistics businesses. Standards are set by these laws and regulations regarding certain aspects of health and environmental quality, and they provide for penalties and other liabilities if such standards are breached, and establish, in certain circumstances, obligations to remediate and rehabilitate current and former facilities and locations where operations are, or were, conducted. Logistics businesses incur costs to comply with these environmental laws and regulations and in respect of violation of them, and changes to such laws and regulations, including changes to operating licence conditions, could result in penalties and other liabilities, which may have a material adverse effect on future financial performance and position.

Adverse climatic and geological conditions

The logistics businesses are exposed to adverse climatic conditions. Some of the operations in the Automotive, Bulk and General Stevedoring and Landside Logistics divisions have been affected by the adverse weather events in Queensland and Western Australia that occurred in early calendar 2011. Additionally, the earthquake in Japan has impacted vehicle and related parts manufacturing in Japan which is expected to result in a decline in vehicle imports. See Section 5.3 for details.

While these events are not expected to have a material impact on the overall performance of the division for the current financial year, the operating businesses remain exposed to interruptions to operations within the logistics businesses and the businesses of its customers and demand for its services from time to time.

Occupational Health and Safety risk

A number of the operational tasks conducted by logistics businesses involve the use of heavy machinery on infrastructure and heavy machinery to load and unload ships and trucks. Any failure by logistics businesses to safely conduct its operations or otherwise to comply with the necessary occupational health and safety requirements across jurisdictions they operate in could result in death or injury to personnel, contractors and/or members of the public, criminal prosecution, fines, penalties and compensation for damages as well as reputational damage to them, which may have a material adverse effect on future financial performance and position.

4.4. Risks associated with the Acquisitions

As noted in Section 4.3, Qube is, and New Qube will be, indirectly exposed to certain risks associated with its logistics businesses. As a result of the Acquisitions, the exposure of Qube and New Qube to the risks associated with the Automotive, Bulk and General Stevedoring division and Minto will be increased due to the increased level of ownership of these operating businesses. However, the Board considers that this increased exposure is compensated by the greater degree of control that New Qube may exert over these businesses through the increased ownership.

4.5. Risks associated with holding Shares Shareholders will continue to be exposed to certain risks through holding Shares. These include the following:

Investment risk

There are several types of investment risk that may affect your investment in New Qube, including a decline in the market price of the Shares (the initial capital value may decrease, especially if you are investing for the short term), the amount you receive as income may vary over time or the value of your investment may not keep pace with inflation. This includes the possibility that New Qube may not be able to achieve the medium to long term capital growth objectives.

No guarantee of return

No guarantee is provided that New Qube will be able to pay dividends as this will depend on the level of earnings and funding requirements.

Gearing

Gearing is borrowing money to increase the amount available for investment. New Qube will meet borrowing costs and other obligations associated with gearing.

The gearing within New Qube and its businesses will magnify the impact of any adverse movements in the performance of the underlying investments within New Qube. This could result in a decrease in the Share price of New Qube.

Suspension of trading of Shares on ASX

If ASX suspends trading of Shares or a trading suspension is requested by New Qube, Shareholders will not be able to buy or sell Shares on ASX during the suspension period.

5. Qube Divisions

5.1. Overview Qube presently operates through 3 divisions, being the Automotive, Bulk and General Stevedoring division, the Landside Logistics division and the Strategic Development Assets division.

5.2. Summary of Ownership structure

The ownership structure in summary form of each division (assuming the Acquisitions are completed) will be as set out below:

New Qube

Landside Strategic Logistics Automotive, Bulk and General Stevedoring Development Assets

50.0%

K-LAL

94.7% 100.0% 50.0% 50.0% 50.0% 30.0% 100%

POTA POAGS AAT NSS Prixcar MIPT Minto

Effective interest 94.7% 100% 50% 50% 25% 30.0% 100%

Note: Wholly owned intermediary subsidiaries are not included in the above.

5.3. Automotive, Bulk and General Stevedoring This division comprises Qube's existing investments in POAGS, AAT, NSS and Prixcar. Qube has joint venture partners in respect of each of these businesses.

The Automotive, Bulk and General Stevedoring division is focused on the provision of a range of logistics services relating to the import and export of non-containerised freight, with a major focus on automotive, bulk and break bulk products.

The forecast financial results for this division for the 12 months to 30 June 2011 and the prior corresponding period are presented below. These results (for 2010 and 2011) reflect Qube's proportionate share based on its actual ownership interest as at 30 June 2011.

The figures reflect unaudited management accounts for the 11 months to 31 May 2011 and forecast results for the month of June 2011.

Twelve months to 30 June 2010 2011 Change Automotive, Bulk and General Stevedoring ($m) ($m) Revenue* 144.3 196.8 36.4% EBITDA* 27.2 37.2 36.8%

The forecast financial data for the month of June 2011 used in compiling the data set out above has been based on the following assumptions:

 There is no substantial interruption to the provision of services within the division during the month of June 2011 including, among other things, adverse climatic conditions, industrial disputes or other force majeure events.

 Revenue derived in the month of June 2011 will be in line with managements’ expectations and broadly consistent with revenue received in the preceding 5 months.

 There are no material changes in costs of conducting business for each element of the division.

The improvement in revenue and earnings in the current period compared to the prior comparable period reflects strength in bulk and break bulk volumes across the division. The bulk facility at Utah Point, Port Hedland that has been developed by POAGS has contributed to the growth in revenue and earnings in the period to June 2011. This facility commenced limited operations in September 2010 with full operations commencing in March 2011. Further growth in revenue and earnings is expected in the year to 30 June 2012.

Some of the operations in the division have been affected by the adverse weather events in Queensland and Western Australia that occurred in early calendar 2011. Additionally, the earthquakes in Japan have impacted vehicle and related parts manufacturing in Japan which is expected to result in a decline in vehicle imports (with a consequential impact on processing and storage volumes) until later in the calendar year once production returns to normal levels.

Further details of the operations, ownership structure and shareholding arrangements for the ABGS division are set out below.

POAGS

Qube holds its interest in POAGS through K-POAGS Pty Limited (K-POAGS), a joint venture investment vehicle. Qube holds shares representing 54.2% of the issued share capital of K-POAGS. If the Acquisitions are completed, Qube's interests in POAGS through K-POAGS will increase to 100%. Senior management of POAGS also holds options to acquire shares in the immediate holding company of POAGS. New Qube proposes to consider opportunities for the repurchase or exchange of these options following implementation of the Restructure.

The relationship between Qube and other joint venture parties in K-POAGS is governed by a shareholders agreement dated 30 April 2007.

At present, Qube has the ability to veto the implementation of any substantial transaction or change in business operations of POAGS. Qube also has influence in determining the outcome of resolutions on these matters although it will not be in a position to ensure the passage of a resolution approving that major transaction or change in business operations without the support of other joint venture parties.

Qube is in a position to appoint the majority of the directors of K-POAGS and the subsidiary operating entities conducting POAGS. Qube may also appoint the chairman of these entities. The chairman does not hold a casting vote.

On completion of the Acquisitions, this shareholders agreement will be terminated as New Qube will own 100% of POAGS through K-POAGS.

NSS

Qube holds its interest in NSS through K-NSS Pty Limited (K-NSS), a joint venture investment vehicle. K-NSS in turn indirectly holds 50% of Northern Stevedoring Services Pty Limited which conducts NSS with the remaining 50% held by a subsidiary of Xstrata PLC. Qube holds shares representing 76.7% of the issued share capital of K-NSS, representing an effective interest of 38.3% in NSS. If the Acquisitions proceed, Qube's interest in K-NSS will increase to 100%, representing an effective interest of 50% in NSS.

The relationship between Qube and other joint venture parties in K-NSS is governed by a shareholders agreement dated 30 April 2007.

Qube has influence in determining the outcome of decisions regarding the business and operations of NSS although it is not in a position to ensure implementation of major transactions or changes in business operations without the support of other joint venture parties.

Qube is in a position to appoint two thirds of the board of K-NSS and 1 of the 2 nominees of K-NSS to the board of Northern Stevedoring Services Pty Limited.

If the WW Acquisition is completed, the K-NSS shareholders agreement will be terminated as Qube will own 100% of K-NSS. While Qube is not in a position to control the outcome of strategic decisions made by the board of NSS, it has joint control in that it has the ability to veto any matter brought before the relevant board for approval.

Prixcar

Qube holds its interest in Prixcar through KW Auto Logistics Pty Limited (KWAL), a joint venture investment vehicle. KWAL holds 50% of "K" Line Auto Logistics Pty Limited, a joint venture company, with the remaining 50% held by Kawasaki, which in turn owns 50% of Prixcar Services Pty Limited, the company operating Prixcar. Qube holds shares representing 77.5% of the issued share capital of KWAL giving it an effective interest in Prixcar of 19.4%. If the WW Acquisition is completed, Qube will hold all of the issued share capital of KWAL giving it an effective interest in Prixcar of 25%.

The relationships between shareholders in KWAL, KLAL and Prixcar are governed by a shareholders agreement for each particular company.

Qube has influence in determining the outcome of decisions regarding the business and operations of Prixcar although it is not in a position to ensure implementation of major transactions or changes in business operations without the support of other joint venture parties.

Qube is in a position to appoint a majority of the board of KWAL and 1 of the 3 nominees of KLAL to the board of Prixcar Services Pty Limited with one other appointed by agreement between KWAL and Kawasaki. On completion of the WW Acquisition, Qube may appoint all directors to KWAL. While Qube is not in a position to control the outcome of strategic decisions made by the board of these entities, it will have joint control in that it has the ability to veto any matter brought before the relevant board for approval.

AAT

Qube hold its interest in AAT through K-AAT, a joint venture investment vehicle. K-AAT, through a subsidiary, owns 50% of Australian Amalgamated Terminals Pty Limited, the company operating AAT. Qube holds shares representing 77.2% of the issued share capital of K-AAT representing an effective interest in AAT of 38.6%. If the Acquisitions take place, Qube will hold 100% of the issued share capital of K-AAT representing an effective interest in AAT of 50%.

The relationship between shareholders in K-AAT and Australian Amalgamated Terminals Pty Limited are governed by shareholders agreement for each company.

Qube has influence in determining the outcome of decisions regarding the business and operations of AAT although it is not in a position to ensure implementation of major transactions or changes in business operations without the support of other joint venture parties.

On completion of the Acquisitions, Qube will be in a position to appoint all directors of K-AAT and 2 nominees to the board of Australian Amalgamated Terminals Pty Limited. While Qube will not be in a position to control the outcome of strategic decisions made by the board of Australian Amalgamated Terminals Pty Limited, it has joint control in that it has the ability to veto any matter brought before the relevant board for approval.

5.4. Landside Logistics

The Landside Logistics division comprises the business conducted by POTA Holdings Pty Limited and its subsidiaries known as POTA. The business currently trades under the brand P&O Trans Australia and the rail part of the business trades as Qube Rail. In accordance with the terms of the trade mark licence agreement with the Peninsula & Oriental Steam Navigation Co, POTA must cease to trade under the name "P&O" by 19 April 2012. Qube is presently considering alternative brands consistent with Qube's ownership interest in POTA. The focus of the Landside Logistics division is on providing a broad range of services relating to the import and export of containerised cargo.

The services currently provided by Qube (through POTA) include the physical and documentary processes and tasks of the import/export supply chain such as road and rail transport of containers to and from the port, operation of full and empty container parks, customs and quarantine services, warehousing, intermodal terminals and international freight forwarding.

On 20 April 2011, Qube increased its interest in POTA from 47.2% to approximately 94.5% when it acquired the interest of DP World. The remaining shares are held by the trustee of an employee share trust for the benefit of senior executives of POTA and its controlled entities. Senior executives of POTA and its controlled entities also have options to acquire interests in further POTA shares through the employee share trust.

Around the 23rd June 2011, certain members of the management team exercised their options to acquire new shares in POTA (to be owned by the employee share trust on their behalf) and these employees also sold their existing shares in POTA to Qube. Following these transactions, Qube’s interest in POTA increased from around 94.5% to around 94.7%. Qube proposes to consider opportunities to acquire the shares held by the employee share trust and to repurchase or exchange the remaining options following implementation of the Restructure.

The forecast financial results for this division for the 12 months to 30 June 2011 and the comparable prior period are presented below. These results (for both 2010 and 2011) reflect Qube's 94.7% interest in POTA being its actual ownership interest as at 30 June 2011.

The figures reflect unaudited management accounts for the 11 months to 31 May 2011 and forecast results for the month of June 2011.

Twelve months to 30 June 2010 2011 Change Landside Logistics ($m) ($m) Revenue* 235.8 334.7 41.9% EBITDA* 26.9 39.3 46.1%

*Figures are based on unaudited management accounts for the 11 months to 31 May 2011 and forecasts for the month of June 2011. The figures exclude the impact of costs relating to employee option plans. The figures are based on Qube's ownership interest in the underlying businesses as at 30 June 2011 including the additional POTA shareholding that was acquired following the exercise of the call and put options with DP World that was completed on 20 April 2011.

The forecast financial data for the month of June 2011 used in compiling the data set out above has been based on the following assumptions:

 Revenue derived in the month of June 2011 will be in line with managements’ expectations and broadly consistent with revenue received in the preceding 5 months

 There are no material changes in costs of conducting business.

The growth in revenue and earnings reflects organic growth in the existing business resulting from a combination of improved overall market volumes and increased market share, and also the contribution from acquisitions.

Qube Rail has grown both organically and through the acquisition of South Spur Rail Services in June 2010. Following that acquisition, Qube Rail has become one of the largest providers of container transport by rail to and from the ports and is also involved in bulk transport by rail to and from the ports. Further growth is expected from Qube Rail in the future.

In January 2011, the acquisition of Troncs Transport Solutions was completed which is expected to contribute to further revenue and earnings growth for the remainder of the 2011 financial year and beyond. In May 2011, POTA entered into agreements to acquire Mackenzie Intermodal Pty Limited, operating a business of freight, warehousing, container park service and transport logistics conducted mainly in South Australia. The financial impact of these acquisitions has not been included in the Pro- Forma Historical Financial Information in Section 7.

The business has been successful in demonstrating the customer benefits of being one of only two industry participants providing a full range of port logistics services on a national basis. Qube will continue to invest in this business to provide customers with a reliable and comprehensive service proposition.

Additionally, complementary acquisitions will continue to be assessed and undertaken where they meet appropriate financial hurdles.

Qube has appointed all directors of POTA. Qube controls all relevant financial and operating policies and business affairs of POTA.

5.5. Strategic Development Assets Qube has around $100 million (inclusive of debt funding) invested in its 30% interest in the Moorebank Industrial Property Trust (MIPT) and 50% of a strategically located property on the dedicated rail freight line at Minto in Sydney’s south west. These assets are being leased to quality third party tenants to generate modest income while New Qube undertakes the necessary analysis and planning and obtains the required development approvals to potentially transform these assets into operating logistics businesses predominantly involving inland rail terminals and related logistics activities. This process is being undertaken in close consultation with Qube’s partners and is likely to occur in a staged manner.

New Qube expects that the development of these assets will complement New Qube’s existing operational businesses and significantly enhance New Qube’s strategy of providing comprehensive port logistics supply chain solutions.

The Board believes that a supply chain solution for transport of containers to and from the ports incorporating a broad range of logistics services is a very important part of this strategy as it provides both pricing and service advantages to customers, particularly in locations such as Sydney where there is severe congestion on the roads near the port.

New Qube’s Strategic Development Assets, when fully developed and operational, should address this issue and are expected to provide the long-term capacity to support a scaleable, competitive and reliable rail based logistics solution for the efficient movement of containerised freight.

MIPT

MIPT is a wholesale trust with Stockland Trust Management Limited as responsible entity (Stockland). MIPT owns a strategic site at Moorebank which is intended to be developed and to operate as an inland port.

Qube holds its interest in MIPT through 2 special purpose subsidiaries. These entities in turn hold units representing 30% of the issued units in MIPT.

The relationship between unitholders in MIPT is governed by a unitholders agreement dated December 2007. The affairs of MIPT are conducted by Stockland under the directions of a unitholders committee which provides directions to Stockland in respect of the day to day control of MIPT. Qube does not have the ability to veto the implementation of any substantial transaction or change in business operations of MIPT through its representation on the unitholder committee. Qube has influence in determining the outcome of resolutions on these matters although it is not in a position to ensure the passage of a resolution approving that major transaction or change in business operations without the support of other joint venture parties.

Minto Properties

Qube holds a 50% interest in Minto Properties Pty Limited (Minto) through a subsidiary. The remaining shares are held by Kawasaki. Qube has appointed 2 directors to the board of Minto with the other 2 directors appointed by Kawasaki. While Qube is not in a position to control the outcome of strategic decisions made by the board of Minto, it has negative control and it has the ability to veto any matter brought before the relevant board for approval provided its 2 directors attend and vote at any meeting of the board of Minto at which a relevant strategic matter is to be considered.

On completion of the Kawasaki Acquisition, New Qube will own 100% of the issued share capital of Minto.

6. Board and Management of New Qube

6.1. Board of Directors of New Qube The board of New Qube presently comprises Mr Chris Corrigan as chairman, Mr Sam Kaplan as deputy chairman and Mr Maurice James as prospective managing director. Information regarding each of the current Directors of New Qube is set out below.

Chris Corrigan – Chairman

Mr Corrigan is initial Chairman of New Qube. He is currently Chairman of Qube’s Investment Advisory Committee and is instrumental in its strategic direction.

Mr Corrigan was Managing Director of Patrick Corporation Limited, Australia's largest stevedore company with interests in rail transportation and aviation from March 1990 to May 2006. Prior to that, Mr Corrigan had a career with Bankers Trust spanning 20 years, including periods as Managing Director of Bankers Trust in Australia and for the Asia-Pacific region.

Mr Corrigan sponsored the formation of a development capital business of $220 million known as Jamison Equity in 1990, which, in December 1996, became a wholly owned subsidiary of the then publicly listed company Patrick Corporation Limited.

Directorships of listed companies held during the last three years include:

 Consolidated Media Holdings Limited: from 8 March 2006 to current.

 Crown Limited: from 6 July 2007 to current

 Webster Limited: from 30 November 2007 to 9 July 2010

Sam Kaplan – Deputy Chairman

Mr Kaplan is a non-executive Deputy Chairman of New Qube and is presently managing director of KFM, investment manager of Qube since its establishment in 2006.

Mr Kaplan was one of the founders of Patrick Corporation and was involved in strategic planning with the company. During his tenure at Patrick Corporation, Mr Kaplan was involved in a number of acquisitions including Pacific National and Virgin Blue.

Mr Kaplan is an experienced board member and is currently a director or alternate director of KFM, POAGS, POTA, AAT, NSS, Prixcar and Maritime Super.

Mr Kaplan graduated with a Bachelor of Economics (Honours) from Sydney University and a Masters in Business Administration from the University of New South Wales and is a Senior Fellow, Financial Services Institute of Australasia (FINSIA).

Maurice James – Managing Director

Mr James is the initial managing director of New Qube.

Mr James has over 30 years’ extensive experience in engineering, ports and logistics industries.

He spent 12 years at Patrick Corporation during which it grew from a company capitalised at $200 million to being sold to Toll Holdings in 2006 for $6.3 billion. His last position was Executive Director, Ports.

Prior to Patrick, Mr James spent 15 years at the Port of Melbourne Corporation where his last position was Manager Commercial Operations.

He is currently Deputy Chairman of the Investment Advisory Committee for Qube Logistics, Chairman of POTA Holdings Pty Ltd, Non-Executive Director of POAGS Pty Ltd and Non-Executive Director of Australian Amalgamated Terminals Pty Ltd.

Mr James is also a Non Executive Director of the Coates Group Pty Ltd.

Mr James holds a Bachelor of Engineering (Civil) and a Master of Business Administration from Monash University.

6.2. Proposed Directors of New Qube Each of Carlyle, WWI and Kawasaki has been invited to nominate a person to join the Board of New Qube with effect from completion of the Corporatisation and completion of the WW Acquisition and the Kawasaki Acquisition respectively. As at the date of this Booklet, Carlyle, WWI and Kawasaki have yet to make a nomination although each has indicated their intention to do so.

6.3. Executive Management of New Qube The executive management team of New Qube will comprise individuals that have extensive experience in the logistics sector and most of whom have been involved with Qube for some time.

Paul Lewis - Chief Financial Officer / Company Secretary

Paul Lewis has been involved with Qube since its establishment in 2006. He has been responsible for managing the commercial and legal aspects of all of Qube’s investments. Prior to Qube, Mr Lewis was a senior executive at Patrick Corporation where he was responsible for investments and acquisitions.

He is presently a non-executive director of a number of the businesses in the Landside Logistics, Automotive, Bulk and General Stevedoring and Strategic Development Assets divisions.

Mr Lewis graduated with a Bachelor of Commerce (Accounting) and Bachelor of Laws from the University of New South Wales.

David Knight – Director – Business Development

David Knight has been involved with Qube since its inception and has been instrumental in many of the acquisition negotiations including the original P&O businesses (that form the base of Qube today), Moorebank as well as many of the smaller ―bolt on‖ subsequent acquisitions.

Prior to Qube, Mr Knight was Head of the Air and Rail groups at Patrick Corporation and a Director of Virgin Blue. Mr Knight has extensive experience in the logistics and freight forwarding industry.

Michael Jovicic – Director – Commercial

Michael Jovicic has 20 years' experience in the distribution, logistics and transport infrastructure sectors in the Asia Pacific region with broad experience in business development, investment management, managing growth and conducting and managing business in multi-cultural environments.

Previous roles have included Managing Director at Platinum Infrastructure Advisory, Regional Director responsible for business development and projects (Asia Pacific) at APM Terminals, Director and head of investments and strategic partnerships with Damco and various management roles within Wesfarmers Industrial. In conjunction with the above, Mr Jovicic has held director roles in various businesses over the last 10 years.

Mr Jovicic has completed the Advanced Management Program (INSEAD), Bachelor of Commerce (Newcastle University) and the Diploma of Business (Hunter Institute of Technology) augmented with various professional development programs.

Stephen Castle – General Manager – Finance and Treasury

Stephen Castle has 15 years' experience as an executive for ASX listed companies DCA Group Limited and Lang Corporation (Patrick Corporation Limited).

Prior to that, he worked for PricewaterhouseCoopers. During this period, he has held a number of senior finance roles including Chief Financial Officer, Financial Controller, Assistant Group Treasurer, and has also been a non-executive Director of investee companies and Company Secretary.

Mr Castle holds a Bachelor of Economics degree from Sydney University and is a Chartered Accountant.

6.4. Corporate Governance Policies The Board of New Qube has the responsibility of ensuring New Qube is properly managed so as to protect and enhance Shareholders’ interests in a manner that is consistent with the responsibility of New Qube to meet its obligations to all parties with which it interacts. To this end, the Board of New Qube will adopt what it believes to be appropriate corporate governance policies and practices having regard to its size and the nature of activities. The policies adopted by the Board will be reviewed and may vary should the size and nature of the Company’s activities vary.

Corporate governance documentation including charters and relevant corporate policies and codes referred to in this statement will be available on the www.qubelogistics.com.au website, after implementation of the Corporatisation. The main corporate governance policies are summarised below.

The Board lays solid foundations for management and oversight The Board will adopt a formal Charter which will be available in the Corporate Governance section on the New Qube website.

The Board is responsible for setting and reviewing the strategic direction of New Qube and monitoring the implementation of that strategy by Executive Management, including:

 Promoting ethical and responsible decision-making

 Monitoring compliance with all relevant laws, tax obligations, regulations, applicable accounting standards and significant corporate policies (including the New Qube Code of Conduct & Ethics)

 Overseeing the New Qube group, including its control and accountability systems

 Approving the annual operating budget and monitoring the operating and financial performance of the New Qube group

 Approving and monitoring the capital management strategy, including major acquisitions and divestitures

 Appointing and removing the Managing Director

 Monitoring the performance of the Managing Director and Executive Management, including the Chief Financial Officer (CFO)

 Developing Board and Executive Management and succession planning

 Ensuring a clear relationship between performance and executive remuneration

 Monitoring New Qube’s system of risk management and internal compliance and control

 Ensuring that the market and shareholders are fully informed of material developments

The Managing Director is responsible for the day-to-day management of the New Qube Group with all powers, discretions and delegations authorised, from time to time, by the Board. Details of the Managing Director’s management team are set out in Section 6.3.

Board Meetings

The Board will hold at least four formal meetings a year, one of which serves to review and approve the strategy and financial plan for the next financial year. Additional meetings are held as required. The Board will also meet with Executive Management to consider matters of strategic importance to New Qube.

Details of the Directors, their qualifications, skills and experience are set out in Section 6.1.

Performance Evaluation

New Qube will establish a process of objective setting and performance review of all staff, which will be conducted on an annual basis. Senior executives, who have a discretionary element to their total remuneration package, have defined objectives which will be agreed at the commencement of each financial year. Their performance against these objectives will be assessed annually in a meeting with the manager to whom they report, in addition to regular feedback during the performance period. In that meeting, the potential future development of that executive will be discussed along with any training required to enhance the prospects of the development objectives being achieved and progression within New Qube.

In the case of the senior executive team (including the Managing Director) an assessment of their performance will be undertaken by the Remuneration Committee and the Board.

In addition to the induction program provided to new employees generally, new members of the senior executive team will undertake an induction program customised to their needs. Senior executives can also participate in continuous improvement programs to update their skills and knowledge on a regular basis. These include development sessions on key topics of relevance such as changes in corporate governance standards and legislation and compliance.

The Board is structured to add value The composition of the Board and biographies of the Directors are included in Section 6.1. The Board currently has 3 members. This is expected to increase to 6 following the appointment of the nominees of Carlyle, WWI and Kawasaki. None of these are expected to be independent Directors.

Therefore, a majority of the Directors on the Board, including the Chairman, are not independent. New Qube notes the ASX Corporate Governance Council recommendations that listed companies should have a majority of independent directors and that the chairman should be an independent director. Notwithstanding these recommendations, and for the reasons set out below, New Qube considers that the Board is appropriately structured.

Each of Messrs Corrigan, Kaplan and James has extensive knowledge regarding Qube and its business divisions and substantial experience and recognition in the logistics industry generally. See Section 6.1 for further details.

For these reasons, New Qube takes the view that it is in the best interests of members that Messrs Corrigan, Kaplan and James, with their extensive background and experience, be Directors of the Board and that Mr Corrigan be Chairman of the Board.

The Board will continually assess the level of independence of the Directors appointed to the Board in accordance with the terms of the Board Charter, the interests they have disclosed and such other factors as the Board determines are appropriate to take into account.

In making this determination the Board is seeking to assess whether Directors are:

 independent of management; and

 free of any business or other relationship that could materially interfere or be perceived to materially interfere with their unfettered and independent judgement; and

 capable of making decisions without bias and which are in the best interests of all members.

A Non‑Executive Director will not be regarded as an independent director if that Director:

(a) is a substantial securityholder of the New Qube group or an officer of, or otherwise associated directly with, a substantial securityholder of the New Qube group;

(b) within the last three years has been employed in an executive capacity by any member of New Qube, or been a Director after ceasing to hold any such employment;

(c) within the last three years has been a partner or a senior management executive with audit responsibilities of a firm which has acted in the capacity of statutory auditor of any member of New Qube;

(d) within the last three years has been a principal, employee or consultant of a material professional adviser to any member of New Qube – for this purpose a material professional adviser is an adviser whose billings to New Qube exceed 5% of the adviser’s total revenues;

(e) is a principal, employee or associate of a material supplier to, or material customer of, any member of New Qube – for this purpose a material supplier to New Qube means a supplier whose revenues from New Qube exceed 5% of the supplier’s total revenues. A material customer is a customer whose payments to New Qube exceed 5% of the customer’s operating costs;

(f) has a material contractual relationship with any member of New Qube other than as a Director of the New Qube group Board; and

(g) has any interest or business or other relationship which could materially interfere with the Director’s ability to act in the best interests of New Qube and independently of management.

As regards the Non‑Executive Directors, applying the criteria set out in the Board Charter, the Board has made the following determinations:

 Mr Chris Corrigan is not independent given that he is the chairman of the Investment Advisory Committee of KFM, which provides KFM with advice and feedback in relation to Qube’s existing and prospective investments. Mr Corrigan also holds an indirect interest in the holding company of KFM, investment manager of Qube since its establishment in 2006. KFM may also become the investment manager of New Qube if the Corporatisation is implemented but the Internalisation is not.

 Mr Sam Kaplan is not independent given that he is presently managing director of KFM, investment manager of Qube since its establishment in 2006. Mr Kaplan also holds an indirect interest in the holding company of KFM, investment manager of Qube since its establishment in 2006. KFM may also become the investment manager of New Qube if the Corporatisation is implemented but the Internalisation is not.

 Mr Maurice James is not an independent given that he will be the Managing Director and is currently a member of the Investment Advisory Committee of KFM.

 Any nominee appointed by Carlyle will not be an independent given that Carlyle is a substantial securityholder.

 Any nominee appointed by WWI or Kawasaki may not be an independent given that entities associated with WW and Kawasaki are customers of Qube or Kawasaki and they are each expected to be substantial Shareholders on completion of the Acquisitions.

The Board Charter requires each Director to immediately disclose to the Board if they have any concerns about their independence.

Independent Advice

Independent professional advice is available to the Directors if necessary, at the expense of New Qube.

Nominations Committee

The objective of the Nomination Committee is to support and advise the Board in relation to the selection and appointment of high calibre Directors who are able to meet the needs of New Qube presently and in the future and the ongoing evaluation and review of the performance of the Board and the Directors. The Nominations Committee:

 will have 3 members;

 will be chaired by Sam Kaplan;

 has a written Charter which will be available in the Corporate Governance section on the New Qube website;

 will meet as required to assist the Board in fulfilling its corporate governance responsibilities in regard to:

o Board appointments, re-elections and performance;

o Directors’ induction and continuing development;

o committee membership;

o endorsement of executive management appointments;

o diversity obligations.

Appointment and re-election of Directors

When appointing new Directors, the Board and its Nominations Committee will look to ensure that an appropriate balance of skills, experience, expertise and diversity is maintained. External consultants will be engaged to assist with the selection process as necessary and each Board member will have the opportunity to meet with the nominated Director.

Directors receive formal letters of appointment setting out the key terms, conditions and expectations of their appointment.

Directors to be re-elected are reviewed by the Nominations Committee. Directors are re-elected in accordance with the New Qube Constitution and the ASX Listing Rules.

The Company will have a number of sub-committees including an Audit Committee, a Nominations Committee and a Safety Committee. The Board and Audit Committee will closely monitor the independence of the external auditor. Regular reviews will occur of the independence safeguards put in place by the external auditor.

New Qube will rotate the lead audit partner every five years and will impose restrictions on the employment of ex-employees of the external auditor. Policies will be put in place to restrict the type of non-audit services which can be provided by the external auditor and there will be a detailed review of non-audit fees paid to the external auditor.

At each meeting, the Audit Committee will meet privately with executive management without the external auditor and with the external auditors without executive management.

The Board makes timely and balanced disclosure New Qube will establish a process to ensure that it is in compliance with its ASX Listing Rule disclosure requirements. This includes a confirmation by all executive management that their areas have complied with the Continuous Disclosure Policy, together with an ongoing obligation to advise the Company Secretary of any material non-public information arising in between confirmations.

The Continuous Disclosure Policy will be summarised in the New Qube Business Practices Document which will be available in the Corporate Governance section on the New Qube website following Completion.

The Board respects the rights of shareholders New Qube will have a Shareholder Communications Policy which promotes effective communication with shareholders and encourages participation at general meetings. The New Qube Shareholder Communications Policy will be summarised in the New Qube Business Practices Document which will be available in the Corporate Governance section on the New Qube website following Completion.

New Qube will make all ASX announcements available via its website.

Auditor at AGM

The external auditor will be required to attend annual general meetings and be available to answer shareholder questions on:

 the conduct of the audit;

 the preparation and content of the auditor’s report;

 the accounting policies adopted by New Qube in relation to the preparation of its financial reports;

 the independence of the auditor in relation to the conduct of the audit.

The Board recognises and manages risk New Qube is committed to embedding risk management practices to support the achievement of business objectives and fulfil corporate governance obligations. The Board is responsible for reviewing and overseeing the risk management strategy for New Qube. Management will establish and implement a risk management and internal control system to manage New Qube’s material business risks.

New Qube is a complex business and faces a range of strategic, financial and operational risks and is not immune from the risks inherent in operating in the logistics industry. To manage these and other risks, the Board is responsible for reviewing and approving the New Qube Group Risk Management Framework (Framework) which is underpinned by three interrelated elements: governance, risk management and assurance.

The Board will also review and approve the New Qube Group Risk Management Policy (Policy) which sets out the minimum requirements and roles and responsibilities for managing risk across the New Qube group. All employees have a responsibility to identify, report and/or manage risk as it arises within the work environment. Summaries of the Policy and other significant risk policies will be included in the New Qube Business Practices Document available in the Corporate Governance section on the New Qube website.

Material risks and the effectiveness of risk management plans are escalated to Executive Management, relevant Board Committees and/or the Board as appropriate and are reported on as part of the quarterly risk reporting process. During the quarterly risk reporting process, each New Qube business unit will prepare and submit a detailed risk register outlining the key risks to achieving their objectives and mitigating actions.

Beyond reporting, the identification, assessment and management of risks is also integrated into key business decision-making and activities, such as strategy development, projects and change initiatives.

Management self-assessments, audits and risk management reviews will be undertaken so as to confirm that risks are being mitigated where possible.

Executive management will be required to certify that there is an effective risk management process in place within their area of responsibility.

7. Financial Information

7.1. Introduction

The financial information in this Section comprises:

 actual and pro-forma income statements for Qube for the year ended 31 December 2010;

 actual and pro-forma balance sheets for Qube as at 31 December 2010;

 assumptions and notes relevant to the above,

(collectively the Pro-forma Historical Financial Information),  earnings per security, adjusted earnings per security and net assets per security for New Qube for the year ended 31 December 2010;

 information regarding the initial dividend and gearing policies of New Qube following the Restructure;

 assumptions and notes relevant to the above; and

 a summary of key accounting policies of New Qube following the Restructure.

7.2. Basis of preparation The income statement for the year ended 31 December 2010 is an aggregation of the income statements for the half years ended 30 June 2010 and 31 December 2010.

The financial statements for the year ended 30 June 2010 were audited by PwC. The financial statements for the half years ended 31 December 2009 and 31 December 2010 were subject to a review by PwC. The audit and review opinions in respect to these financial statements were unqualified. Full copies of these financial statements can be found on the Qube website www.qubelogistics.com.au.

The pro-forma income statements have been prepared to illustrate the impact of the Corporatisation, Internalisation and Acquisitions as if they were effective as at 1 January 2010, and have also been adjusted to reflect the impact of certain material post balance date events (Subsequent Events) as if they had occurred on 1 January 2010. This financial information is provided for illustrative purposes only and is not represented as being indicative of New Qube’s future financial performance. Given the significant inorganic growth and change in the nature of Qube’s business, pro-forma historical income statements have been restricted to the most recent calendar year.

The pro-forma balance sheets reflect the impact of the Corporatisation, Internalisation and Acquisitions as if they were effective as at 31 December 2010. The pro-forma balance sheets have also been adjusted to reflect the Subsequent Events as if they had occurred on 31 December 2010.

The Pro-Forma Historical Financial Information for Qube has been prepared in accordance with the measurement and recognition criteria of Australian Accounting Standards and Qube’s accounting policies. It is presented in abbreviated form and does not include the disclosures and notes required in an annual financial report prepared in accordance with Australian Accounting Standards and the Corporations Act.

PricewaterhouseCoopers Securities Ltd, the Investigating Accountant, has prepared a report in relation to the Pro-Forma Historical Financial Information in this Section 7. A copy of the Investigating Accountant’s report is contained in Section 8.

The Pro-forma Historical Financial Information incorporates information extracted from the financial statements of POTA and POAGS for the year ended 31 December 2010 which were audited by PwC. The audit opinions in respect to those financial statements were unqualified. The accounting policies of POAGS and POTA are not inconsistent with those of Qube.

The financial information has been arranged in five columns as follows:

Actual - Qube 31 December 2010 – which presents Qube’s unadjusted financial information.

Pro forma Qube Subsequent Events – which presents Qube financial information reflecting certain post balance date events.

Pro forma New Qube, Subsequent Events and Corporatisation – which presents Qube financial information reflecting certain post balance date events and the impacts of Corporatisation.

Pro forma New Qube Subsequent Events, Corporatisation and Internalisation – which presents Qube financial information reflecting certain post balance date events, the impacts of Corporatisation and Internalisation.

Pro forma New Qube Subsequent Events, Corporatisation, Internalisation and Acquisitions - which presents Qube financial information reflecting certain post balance date events, the impacts of Corporatisation and Internalisation and the Acquisitions.

The notes to the Income Statements and Balance Sheets detail the pro-forma transactions and adjustments which have been reflected in each of these columns.

7.3. Income statement information The table below sets out Qube's actual and pro-forma consolidated historical income statements for the year ended 31 December 2010. Adjustments have been made to give effect to the Subsequent Events, the Corporatisation, the Internalisation and the Acquisitions as if they had been effective for the entire period and therefore occurred on 1 January 2010.

This information is provided for illustrative purposes only and is not represented as being indicative of the future financial performance of New Qube.

Actual Pro Forma Pro Forma Pro Forma Pro Forma New Qube New Qube New Qube Subsequent Subsequent Pro-Forma Income Statements for the year ended Qube 31 Qube Subsequent Subsequent Events, Events, 31 December 2010 December 2010 Events Events and Corporatisation Corporatisation, Corporatisation and Internalisation Internalisation and Acquisitions $'000 $'000 $'000 $'000 $'000 Income Interest income 3,400 3,903 3,903 3,903 3,903 Dividend & distribution income 23,150 19,772 834 834 834 Other income 54 145 145 145 2,353 Net gain / (loss) on financial instruments held at fair value through profit or loss 65,912 43,714 (6,120) (6,120) (6,120) Revenue from sales & services 0 293,470 293,470 293,470 516,084 Total income 92,516 361,004 292,232 292,232 517,054

Expenses (excluding one-off costs) Management fees 9,568 13,895 13,895 0 0 Corporate fees 841 841 412 412 412 Board Fees 0 0 675 675 675 Finance costs 2,898 4,615 4,615 4,615 6,072 Qube employee expense 0 0 0 4,200 4,200 Qube subsidiaries' employee expense 0 93,605 93,605 93,605 198,706 Sub contractor / labour hire expenses 0 48,657 48,657 48,657 48,657 Depreciation and amortisation expense 326 7,838 7,838 7,838 13,001 Lease, rent and motor vehicle expenses 0 78,133 78,133 78,133 133,444 Repairs and maintenance 0 16,835 16,835 16,835 21,755 Rate/Utilities 0 3,301 3,301 3,301 4,078 Consulting and legal services 884 2,504 2,504 2,504 4,362 Insurances 0 1,034 1,034 1,034 2,432 IT related expenses 0 2,114 2,114 2,114 3,260 Other operating expenses 1,167 15,907 15,907 16,457 38,891 Total expenses 15,684 289,279 289,525 280,380 479,945

Share of associate profit after tax 0 0 18,237 18,237 12,022

Operating profit before income tax 76,832 71,725 20,944 30,089 49,131 Income tax expense 27,753 27,531 11,488 14,232 22,628 Operating profit for the year after income tax expense including associates 49,079 44,194 9,456 15,857 26,503

One-off costs Internalisation Payment to KFM 0 0 0 (40,000) (40,000) Stamp Duty 0 0 (703) (703) (4,296) Transaction costs relating to the Restructure 0 0 (1,500) (1,500) (1,500) Total one-off costs 0 0 (2,203) (42,203) (45,796)

Income tax expense/(benefit) on one-off costs 0 0 (661) (3,061) (4,139) Profit / (loss) after tax 49,079 44,194 7,914 (23,285) (15,154)

Profit after tax attributable to Non-Controlling Interests 0 (953) (953) (953) (953) Profit / (loss) after tax attributable to Qube 49,079 43,241 6,961 (24,238) (16,107)

Notes to the Income Statements

Qube 31 December 2010 (Actual)

The figures in the table above in the column headed "Qube 31 December 2010" show the income and expenses for Qube for the 12 months to 31 December 2010. The figures have been prepared by aggregating the reported income and expenses for the 6 months to 31 December 2010 and the income and expenses for the 6 months to 30 June 2010. The figures for the 6 months to 30 June 2010 were calculated by taking the reported figures for the 12 months to 30 June 2010 and deducting the reported figures for the 6 months to 31 December 2009.

Qube Subsequent Events (Pro-Forma)

The ―Qube 31 December 2010‖ income statement has been adjusted for the following significant post balance date transactions to arrive at the "Qube Subsequent Events" income statement:

(a) The completion of the placement to Carlyle which involved the issue of approximately 91.4 million new Units to raise approximately $116.5 million. This pro-forma income statement reflects that $106 million of these proceeds have been used to fund the purchase of additional shares in POTA and related loans (see below) and the balance of approximately $10.5 million has been assumed to be placed on deposit and earned interest of approximately $0.59 million at an interest rate of 5.6% for the 12 month period. (b) The completion of the purchase of an additional 47.2% interest in POTA giving Qube a total shareholding of approximately 94.5% and control of POTA. Accordingly, the pro-forma income statement includes the consolidation of POTA’s income and expense items for the 12 months to 31 December 2010. Refer to Section 7.6 Acquisition Accounting.

As part of this consolidation process, all dividends and interest income received by Qube from POTA as well as all income relating to the revaluation of Qube’s investment in POTA in the 12 months to 31 December 2010 (previously included as "Net gain on financial instruments held at fair value through the profit and loss") have been reversed. The tax relating to these items has also been reversed.

(c) This pro-forma income statement assumes that the assets that were owned by Qube at 31 December 2010 plus the assets acquired as a result of the Subsequent Events were owned by Qube as at 1 January 2010. As a result, the actual management fees paid to KFM for the 12 months to 31 December 2010 including the performance fee provision are not reflective of the management fees that would be payable to KFM on a pro-forma basis for the following reasons:

(i) During the course of the 2010 calendar year, Qube undertook new logistics investments, completed capital raisings and positively revalued its assets in June 2010 and December 2010. All of these developments have the effect of increasing the assets under management and therefore the management fees payable to KFM. The management fees actually paid or provided for in the 12 months to 2010 do not reflect the full year impact of these factors.

(ii) The Carlyle placement and the additional investment in POTA that occurred post 31 December 2010 will also increase the management fees payable to KFM by approximately $1.6 million on a full year basis.

The pro-forma annual management fees calculated as noted above total approximately $10.5 million compared to the actual management fees paid in the 12 months to 31 December 2010 of $6.1 million. This adjustment is reflected in the Qube Subsequent Event Pro-Forma income statement.

The provision for the performance fee of $3.45 million that was included in Qube’s accounts for the 6 months to 31 December 2010 remains unchanged, however, the performance fee provision has been aggregated with the management fees included in the table above. The performance fee will only be payable if the performance hurdle is achieved for the 12 months to 30 June 2011 and, if it is payable, may be higher or lower than the provision included in Qube Subsequent Event Pro-Forma income statement.

(d) Interest expense has been increased by $0.76 million to reflect a full 12 months interest expense relating to the loans used to partially fund the Moorebank investment.

New Qube Subsequent Events and Corporatisation (Pro-Forma)

The ―Qube Subsequent Events‖ income statement has been adjusted for the following items relating to the Corporatisation to show the effect of the Corporatisation on New Qube’s income statement in the column headed "New Qube Subsequent Events and Corporatisation":

(a) The fees relating to the current trust structure, comprising the responsible entity fee, the Investment Advisory Committee fees and the custodian fees have been reversed. These fees amounted to a total of approximately $0.43 million in the 12 months to 31 December 2010. The tax effect of these cost savings has also been taken into account.

(b) The new ongoing fees of approximately $0.7 million comprising Director’s fees relating to the corporate structure have been included. The tax effect of these additional costs has also been taken into account.

Additionally, transaction costs of approximately $1.5 million have or will be incurred relating to the Corporatisation. These costs predominantly relate to legal, accounting and tax advice, the independent expert’s report, printing and costs payable to the Responsible Entity. Additionally, approximately $0.7 million in stamp duty costs is expected to be payable as a result of the Corporatisation (if it is approved). The tax effect of these costs has also been taken into account. As these costs are non-recurring and relate solely to the Corporatisation, they have not been included in the calculation of Qube’s underlying earnings and have been shown in the ―New Qube Subsequent Events and Corporatisation‖ income statement as one- off items.

(c) As a result of the Corporatisation, Qube’s accounting policies will change from those of a managed investment scheme to those relevant to a corporate entity. As a managed investment scheme, Qube measures each of its non-controlled investments at fair value every half year and full year. The positive or negative change in fair value between periods is included as a ―Net gain on financial instruments held at fair value through the profit and loss‖. As a corporate entity, there is a required change in accounting treatment to equity accounting. Qube will equity account investments where it has significant influence or joint control and will therefore recognise its proportionate share of the net profit after tax for these investments through the ―Share of associate profit after tax‖ line item.

All dividends and fair value adjustments (and corresponding tax expense) in the ―Qube 31 December 2010‖ income statement relating to the non-controlled investments where Qube has significant influence or joint control (ie, POAGS, NSS, AAT, Prixcar and the Minto and Moorebank properties) have been reversed and equity accounted profits have been included, based on the ownership percentages at 31 December 2010. This resulted in the elimination of $18.9 million of dividend and distribution income and $49.8 million in gains on revaluation for the 12 months to 31 December 2010 and the inclusion of $18.2 million for Qube’s share of the after-tax profits of these investments for the period.

New Qube Subsequent Events, Corporatisation and Internalisation (Pro-Forma)

The ―New Qube Subsequent Events and Corporatisation‖ income statement has been adjusted for the items below to show the effect of the Internalisation resulting in the "New Qube Subsequent Events, Corporatisation and Internalisation" income statement.

(a) The Internalisation will eliminate the annual management and performance fees payable to KFM of $10.45 million (on a pro-forma basis) and $3.45 million respectively in the ―New Qube Subsequent Events and Corporatisation‖ income statement. The tax effect of the elimination of these costs has also been taken into account.

The one-off termination payment to KFM of $40 million and related tax credit of $2.4 million are non-recurring and therefore have been reflected as one-off costs and have not been included in the calculation of ―Operating profit for the year after income tax expense including associates‖. The GST applicable to the termination payment to KFM has been excluded from the pro-forma financials as New Qube expects to get a GST credit for the full amount of the GST paid to KFM. These costs will only be incurred if the Corporatisation and Internalisation are approved and therefore will be reflected in New Qube’s accounts for the year ending 30 June 2012 but have been included in this pro-forma income statement for completeness.

(b) The Internalisation will result in employment expenses relating to this new management team for New Qube. An expense of $4.2 million has been included in the pro-forma income statements which includes salaries and the estimated maximum potential cost to New Qube for the short term incentives and long term incentives (noting that the actual payment of short

term incentives and vesting of long term incentives is subject to achievement of performance hurdles and continued employment and therefore may be lower than the figures used).

Additionally, costs of $0.55 million have been included in respect of expenses to be incurred by New Qube as a result of the Internalisation including rent, information technology and insurance, based on the costs experienced by KFM.

New Qube Subsequent Events, Corporatisation, Internalisation and Acquisitions (Pro-Forma)

The ―New Qube Subsequent Events, Corporatisation and Internalisation‖ income statement has been adjusted for the items below to show the effect of the Acquisitions resulting in the "New Qube Subsequent Events, Corporatisation, Internalisation and Acquisitions" income statement.

(a) As a result of the Acquisitions, New Qube will gain control over POAGS and Minto. Accordingly, the "New Qube Subsequent Events, Corporatisation, Internalisation and Acquisitions" income statement includes the consolidation of POAGS’ and Minto's income and expense items for the 12 months to 31 December 2010. Refer to Section 7.6 regarding acquisition accounting.

As part of this consolidation process, New Qube’s share of associate profit after tax relating to POAGS ($8.1 million) and Minto ($0.9 million) included in the "New Qube Subsequent Events and Corporatisation‖ income statement has been reversed.

(b) As a result of the Acquisitions, New Qube will also increase its share in its equity accounted investments in Prixcar from 19.4% to 25.0%, NSS from 38.3% to 50% and AAT from 38.6% to 50% but still will not have a controlling interest in any of them. Accordingly, the "New Qube Subsequent Events, Corporatisation, Internalisation and Acquisitions" income statement includes New Qube’s additional share of the equity accounted profits of these businesses based on the revised percentages and assuming that New Qube owned the higher percentages for the full 12 months to 31 December 2010. This has resulted in an increase in equity accounted profit of approximately $2.7 million.

(c) Additionally, approximately $3.6 million in stamp duty costs is expected to be payable as a result of the Acquisitions if they are completed. The tax effect of these costs has also been taken into account.

7.4. Earnings Per Unit / Share The reported earnings per Unit / Share relating to each of the pro-forma income statements both including and excluding one-off costs are presented below. The Corporatisation would appear to significantly reduce the earnings per Share from the actual earnings figures shown in the ―Qube 31 December 2010‖ column. However, this reduction reflects the impact of the change in accounting policy from fair value to equity accounting (and therefore the calculation of earnings) that is described in Sections 7.3 and 7.11. The earnings per Unit prior to the Corporatisation is largely reflective of the earnings impact from the revaluation of Qube’s investments under the fair value accounting policy whereas the earnings per Share post Corporatisation is largely reflective of New Qube’s proportionate share of the underlying earnings of its associates under the equity accounting policy. Therefore the earnings per security figures before and after Corporatisation are not comparable as they use completely different accounting treatment to calculate earnings.

The table highlights that the Internalisation and Acquisitions are expected to enhance the earnings per share for New Qube (ignoring the one-off costs). This reflects the lower corporate costs and the earnings accretive nature of the Acquisitions.

In evaluating the earnings per security calculated from the pro-forma income statements, it should be noted that the reported post-tax earnings of New Qube have been adversely impacted by a tax expense that is higher than New Qube’s likely average tax rate going forward. This is mainly due to a high effective tax rate in Qube’s income statement for the year to 31 December 2010 as a result of adjustments to the initial recognition of balances on Qube becoming a ―public trading trust‖ following the acquisition of KEL in May 2010. The December 2010 tax liability was the starting point for the

60 pro-forma financial analysis presented in this document and therefore the higher effective tax rate has flowed through to all of the pro-forma income statements.

It is expected that New Qube’s average tax rate should more closely approximate 30% of operating profit before tax (excluding associates) going forward. Therefore to illustrate the impact of a 30% tax rate on earnings per Share, a separate set of summarised pro-forma earnings per security figures that are based on the pro-forma financial information presented in Section 7.3 but adjusted for an assumed 30% tax rate are presented below.

Earnings Per Unit / Share

Based on Pro-Forma Income Statements

Actual Pro Forma Pro Forma Pro Forma Pro Forma New Qube New Qube New Qube Qube Subsequent Events, Qube 31 Subsequent Subsequent Events, Actual Pro-Forma Earnings Per Unit / Share Subsequent Corporatisation, December 2010 Events and Corporatisation and Events Internalisation and Corporatisation Internalisation Acquisitions $'000 $'000 $'000 $'000 $'000

Operating profit before income tax 76,832 71,725 20,944 30,089 49,131 Income tax expense (27,753) (27,531) (11,488) (14,232) (22,628) Operating profit for the year before income tax expense including associates 49,079 44,194 9,456 15,857 26,503 Less: Profit after tax for the year attributable to Non-Controlling Interests 0 (953) (953) (953) (953) Operating profit for the year after income tax expense including associates attributable to ordinary equity holders of the Entity 49,079 43,241 8,503 14,904 25,550

One-off costs (net of related tax benefit) 0 0 (1,542) (39,142) (41,657)

Operating profit / (loss) for the year after income tax expense including associates attributable to ordinary equity holders of the Entity after one-off costs 49,079 43,241 6,961 (24,238) (16,107)

Units / Shares 406,569 609,257 609,257 629,574 793,668

Earnings per unit for profit from continuing operations attributable to the ordinary equity holders of the Entity:

Earnings Per Unit / Share Before One-Off Costs (Cents) 12.07 7.10 1.40 2.37 3.22 Earnings/(Loss) Per Unit / Share After One-Off Costs (Cents) 12.07 7.10 1.14 (3.85) (2.03)

Earnings Per Unit / Share

Based on Pro-Forma Income Statements Adjusted for 30% Tax Rate

Pro Forma Pro Forma Pro Forma Pro Forma Pro Forma New Qube New Qube New Qube Qube Subsequent Events, Qube 31 Subsequent Subsequent Events, Pro-Forma Adjusted Based on Normalised Tax Rate of 30% Subsequent Corporatisation, December 2010 Events and Corporatisation and Events Internalisation and Corporatisation Internalisation Acquisitions $'000 $'000 $'000 $'000 $'000

Operating profit before income tax (A) 76,832 71,725 20,944 30,089 49,131 Less: Share of associate profit after tax 0 0 (18,237) (18,237) (12,022) Less: Fully franked dividend and distribution income (18,127) (14,749) 0 0 0 Operating profit before income tax 58,705 56,976 2,707 11,852 37,109 Tax at 30% (B) (17,612) (17,093) (812) (3,556) (11,133) Plus: Share of associate profit after tax and fully franked income 18,127 14,749 18,237 18,237 12,022 Operating profit for the year before after tax expense including associates 59,220 54,632 20,132 26,533 37,998 Less: Total profit after tax for the year attributable to Non- Controlling Interests 0 (953) (953) (953) (953) Operating profit for the year after income tax expense including associates attributable to ordinary equity holders of the Entity 59,220 53,679 19,179 25,580 37,045

One-off costs (net of related tax benefit) 0 0 (1,542) (39,142) (41,657)

Operating profit/(loss) for the year after income tax expense including associates attributable to ordinary equity holders of the Entity after one-off costs 59,220 53,679 17,637 (13,562) (4,612)

Units / Shares 406,569 609,257 609,257 629,574 793,668

Earnings per unit for profit from continuing operations attributable to the ordinary equity holders of the Entity:

Earnings Per Unit / Share Before One-Off Costs (Cents) 14.57 8.81 3.15 4.06 4.67 Earnings/(Loss) Per Unit / Share After One-Off Costs (Cents) 14.57 8.81 2.89 (2.15) (0.58)

Notes to the Earnings Per Unit / Share

Qube 31 December 2010 (Actual)

(a) This reflects the earnings per Unit based on the aggregate of Qube’s actual earnings for the 6 months to 30 June 2010 and 6 months to 31 December 2010.

(b) The number of Units used in the calculation of 406.6 million Units reflects the actual weighted average number of Units on issue during the 12 months to 31 December 2010.

Qube Subsequent Events (Pro-Forma)

The earnings per Unit have decreased reflecting the following:

(a) An increase in the number of Units used in the calculation being 609.3 million Units reflecting:

(i) The closing Unit balance at 31 December 2010 of 517.9 million Units which is 111.3 million Units more than the weighted average number of Units on issue during the period. This reflects the issue of Units during the year relating to the acquisition of Kaplan Equity Limited, for capital raisings and pursuant to the distribution reinvestment plan. As the ―Qube Subsequent Events‖ earnings per Unit calculation assumes that all the transactions undertaken by Qube during the 12 months to 31 December 2010 occurred as at 1 January 2010, the closing Unit balance is used in the calculation of earnings per Unit rather than the weighted average Unit balance (which is used for the statutory calculation of Qube’s actual earnings per Unit).

(ii) Approximately 91.4 million Units issued pursuant to the placement to Carlyle.

The dilution has been partly offset by the additional earnings on the funds raised through the placement.

(b) As part of the consolidation of POTA, POTA’s net profit after tax for the 12 months to 31 December 2010 was included in Qube’s pro-forma earnings, and the interest income and dividends that had been received by Qube from POTA and the revaluation gain recorded by Qube on its investment in POTA for the 12 months to 31 December 2010 were eliminated. As the revaluation gain and income received were higher than POTA’s net profit after tax, the consolidation had the effect of reducing Qube’s reported earnings (which reduced the earnings per unit). Refer to Section 7.6 regarding acquisition accounting for details.

New Qube Subsequent Events and Corporatisation (Pro-Forma)

The earnings per Share have decreased reflecting the following:

(a) The earnings per Share have reduced significantly relative to the ―Qube Subsequent Events‖ earnings per Unit. This is mainly a result of the change in accounting policy from fair value to equity accounting through the profit and loss for non-controlled investments where New Qube has significant influence or joint control described in Sections 7.3 and 7.11.

In the 12 months to 31 December 2010, the revaluation gains that Qube had included for its associate investments were significantly higher than New Qube’s share of the net profit after tax of these investments. Therefore, the change in accounting policy due to the Corporatisation has had the effect of reducing New Qube’s pro-forma operating profit after income tax expense including associates and therefore the earnings per Share.

As noted above, this reduction reflects the impact of the change in the methodology of calculating New Qube’s earnings due to the required change in accounting policy. It does not reflect any adverse impact of the Corporatisation on the earnings of any of the underlying businesses (or of New Qube’s share thereof).

The one-off and ongoing costs relating to the Corporatisation have also had a minor negative impact.

New Qube Subsequent Events, Corporatisation and Internalisation (Pro-Forma)

The earnings per Share before one-off costs have increased reflecting the following:

(a) The cost savings from the Internalisation has increased earnings.

(b) The increase in earnings per Share from the item outlined above has been partially reduced by the issue of 20.317 million New Qube Shares at an assumed price of $1.575 per Share to KFM as part of the termination agreement pursuant to the Internalisation.

New Qube Subsequent Events, Corporatisation, Internalisation and Acquisitions (Pro Forma)

The earnings per Share have increased reflecting the following:

(a) The Acquisitions have increased earnings. Refer to Section 7.6 regarding acquisition accounting for details.

(b) The increase in earnings per Share before one-off costs as a result of the Acquisitions has been partially reduced by the issue of 164.094 million Shares at an assumed price of $1.575 for the Acquisitions.

7.5. Balance sheet information

(a) Summarised Pro-forma Consolidated Historical Balance Sheet for New Qube as at 31 December 2010

The table below sets out the summarised Pro-forma Consolidated Historical Balance Sheets for New Qube assuming the Corporatisation and Internalisation initiatives were effective on 31 December 2010 and the Acquisitions and certain other material post 31 December 2010 events were completed on 31 December 2010.

Actual Pro Forma Pro Forma Pro Forma Pro Forma

New Qube New Qube New Qube Subsequent Subsequent Qube 31 Qube Subsequent Subsequent Events, Events, December 2010 Events Events and Corporatisation Corporatisation, Corporatisation and Internalisation Qube Pro Forma Balance Sheets Internalisation and Acquisitions $'000 $'000 $'000 $'000 ASSETS Current assets Cash and cash equivalents 68,729 94,191 91,988 83,988 84,144 Trade and other receivables 4,909 55,541 55,541 55,541 97,548 Inventories 0 1,600 1,600 1,600 1,600 Prepayments and other assets 0 4,956 4,956 4,956 5,012 Financial assets at fair value through profit or loss 7,913 7,913 7,913 7,913 7,913 Other 0 0 0 0 10 Total current assets 81,551 164,201 161,998 153,998 196,227

Non-current assets Financial assets at fair value through profit or loss 500,691 370,249 0 0 0 Associate investments 0 0 370,249 370,249 268,623 Property, plant & equipment 0 86,453 86,453 86,453 164,457 Investment Property 0 0 0 0 50,983 Investments 0 1,038 1,038 1,038 1,038 Other receivables 0 4,002 4,002 4,002 4,425 Deferred tax assets 0 5,690 5,690 5,690 19,432 Goodwill 1,889 185,301 185,301 185,301 562,813 Intangible assets 6,956 6,956 6,956 6,956 10,097 Total non-current assets 509,536 659,689 659,689 659,689 1,081,868

Total assets 591,087 823,890 821,687 813,687 1,278,095

LIABILITIES Current liabilities Trade and other payables 1,113 28,531 28,531 28,531 58,106 Financial liabilities at fair value through profit or loss 23 23 23 23 23 Borrowings 0 15,100 15,100 15,100 18,600 Provisions 3,450 14,240 14,240 14,240 28,919 Tax payable 0 3,803 3,803 3,803 7,276 Total current liabilities 4,586 61,697 61,697 61,697 112,924

Non-current liabilities Deferred tax liabilities 27,192 8,109 7,448 5,048 0 Provisions 0 6,483 6,483 6,483 8,434 Shareholder loans 0 0 0 0 0 Borrowings 48,322 68,323 68,323 68,323 134,923 Total non-current liabilities 75,514 82,915 82,254 79,854 143,357

Total liabilities 80,100 144,612 143,951 141,551 256,281

Net assets 510,987 679,278 677,736 672,136 1,021,814

EQUITY Contributed equity 465,177 581,697 581,697 613,697 872,145 Business Combination Reserve 0 28,436 28,436 28,436 28,436 Retained earnings 45,810 64,894 63,352 25,752 116,982 Non-Controlling Interests 0 4,251 4,251 4,251 4,251 Total equity 510,987 679,278 677,736 672,136 1,021,814

Units / Shares 517,868 609,257 609,257 629,574 793,668 Net asset backing per unit / share $0.99 $1.11 $1.11 $1.07 $1.29 The above Pro-forma Consolidated Historical Balance sheets should be read in conjunction with the accompanying notes.

Notes to the Pro-Forma Balance Sheets The following pro-forma adjustments have been made to the above balance sheets as at 31 December 2010.

Qube 31 December 2010 (Actual)

This reflects Qube’s auditor reviewed 31 December 2010 balance sheet as reported to ASX as part of the half yearly report.

Qube Subsequent Events (Pro-Forma)

The above ―Qube 31 December 2010‖ balance sheet has then been adjusted for the following significant post balance date transactions to arrive at the "Qube Subsequent Events‖ balance sheet:

(a) The Carlyle placement completed in 2 stages on 10 March 2011 and 12 April 2011 which resulted in the issue of approximately 91.4 million Qube Units at $1.275 raising cash of approximately $116.5 million.

(b) The use of $106 million of cash in the exercise of call and put options to purchase the shares in POTA owned by DP World on 20 April 2011 as well as some related loans.

(c) The consolidation of POTA’s balance sheet as at 31 December 2010 and the elimination of Qube’s investment in POTA that had previously been shown as part of the ―Financial assets at fair value through profit or loss‖.

(d) The difference between the fair value of POTA (based on the December 2010 valuation) of approximately $270.8 million and the net assets of POTA at 31 December 2010 has been reflected in an increased goodwill balance of $183.4 million. Refer to Section 7.6 regarding acquisition accounting.

(e) The difference of $28.4 million between the price paid to DP World pursuant to the exercise of the call and put options and the fair value of the shares acquired has been reflected in a reserve.

New Qube Subsequent Events and Corporatisation (Pro-Forma)

The ―Qube Subsequent Events‖ balance sheet has then been adjusted for the items below to show the effects of the Corporatisation to arrive at the "New Qube Subsequent Events and Corporatisation‖ balance sheet:

(a) The one off costs associated with the Corporatisation amounting to approximately $2.2 million are reflected in the reduction in cash and a related change in deferred tax balances of approximately $0.7 million and Retained earnings of $1.5 million.

(b) The change in accounting policy resulting from the Corporatisation has resulted in a change in the categorisation of Qube’s non-controlled investments where it has significant influence or joint control. These investments were previously included by Qube as "Financial assets at fair value through profit or loss" but are now included by New Qube as ―Associate investments‖.

New Qube Subsequent Events, Corporatisation and Internalisation (Pro-Forma)

The "New Qube Subsequent Events and Corporatisation‖ balance sheet has been adjusted by the following items to show the balance sheet post the Internalisation:

(a) The KFM management contract termination costs of $40 million comprising $8 million cash payment and related $2.4 million income tax credit and $32 million issue of 20.317 million New Qube Shares at an assumed price of $1.575 per Share.

New Qube Subsequent Events, Corporatisation, Internalisation and Acquisitions (Pro-Forma)

The "New Qube Subsequent Events, Corporatisation and Internalisation‖ balance sheet has been adjusted by the following items to show the balance sheet post the Acquisitions:

(a) As a result of the Acquisitions, New Qube will gain control over POAGS and therefore will consolidate POAGS’ balance sheet and will eliminate the existing value of its investment in POAGS that is included in the ―Associate investments‖. The difference between the fair value of Qube’s interest in POAGS (based on the value for 100% of POAGS implied by the consideration payable for Qube’s additional interest in relation to the Acquisitions of approximately $388 million) and the value of Qube’s post acquisition interest in POAGS’ net assets as at 31 December 2010 based on POAGS balance sheet is reflected as an increase in the goodwill balance of around $378 million.

Qube’s existing 54.2% shareholding in POAGS is carried in the 31 December 2010 balance sheet at approximately $138.8 million. The increase in the value of Qube’s existing 54.2% shareholding in POAGS that is implied based on the consideration payable for the Acquisitions has resulted in a $83.3 million credit to Retained earnings. These calculations are based on a total consideration for the additional POAGS shareholding pursuant to the terms of the Acquisitions of $182.8 million being 116.1 million New Qube shares issued as consideration at an assumed issue price of $1.575. See Section 7.6 regarding acquisition accounting. The actual credit to New Qube’s earnings will depend on the final consideration paid for the Acquisitions and will be included in New Qube’s accounts for the year ending 30 June 2012 and will be based on the New Qube share price around the time of completion.

(b) Pursuant to the Acquisitions, New Qube’s interest in Minto will increase from 50% to 100%. Whilst Qube gains control over the company owning the Minto property, the acquisition does not meet the definition of a business combination under AASB3 and has been treated as the purchase of an asset. Accordingly the carrying value of the Minto has been moved from Associate investments to Investment property and the value of the property has been increased by the difference between the purchase price, of 14 million New Qube shares at an assumed price of $1.575, and the carrying value of Minto’s assets.

(c) As a result of the Acquisitions, New Qube will also increase its indirect ownership of AAT, NSS and Prixcar, The value of the ―Associate investments‖ has been increased based on the consideration that New Qube is paying of $53.6 million which is a total of approximately 34 million New Qube Shares at an assumed issue price of $1.575 per Share.

(d) The stamp duty costs of approximately $3.6 million expected to arise as a result of the Acquisitions net of applicable tax has been reflected in Retained earnings.

7.6. Acquisition accounting Acquisition accounting will be applied to the POTA and POAGS acquisitions in accordance with AASB3 Business Combinations. The purchase consideration for the acquisition of POAGS will be measured as the fair value of the New Qube Shares issued at the date of exchange which will occur after the approval of the Restructure. The measurement of the POAGS purchase consideration in the Pro-forma Consolidated Historical Balance Sheet of $182.8 million is based on Qube’s Unit price as at 4 July 2011 being the nearest practical date to the lodgement of this Unitholder Booklet and Prospectus.

Consequently, the value of the POAGS purchase consideration for accounting purposes will differ from the amount assumed in the Pro-forma Consolidated Historical Balance Sheet due to future changes in the market price of New Qube Shares.

The difference between the consideration for POTA and POAGS (as described in the prior paragraph for POAGS) and the book value of the assets and liabilities of POTA and POAGS has been classified as goodwill.

An exercise to ascertain the fair value of POTA’s and POAGS’ assets, liabilities and contingent liabilities and the consideration offered will be undertaken after the General Meeting and this will result in goodwill on acquisition being materially different to what is assumed. The tax carrying value of POAGS assets will also be required to be reset once 100% ownership has been achieved which will result in a change in the deferred tax balances of New Qube. These adjustments will also impact the profit arising on Qube’s existing shareholding in POAGS and depreciation and amortisation charges in future periods resulting from the POTA and POAGS acquisitions and non controlling interests. Consequently, no adjustments arising in these areas have been included in the pro-forma income statements.

7.7. Future financial performance of New Qube The New Qube Board has determined not to include specific forecast financial information with respect to New Qube in this Booklet other than the forecast financial data for the month of June 2011. In light of the significant acquisition activity by Qube and its businesses and the Restructure, New Qube’s performance in any future period cannot be reliably estimated. As a consequence, the New Qube Directors do not believe that there is a reasonable basis for inclusion of a forecast beyond the month of June 2011 in this Booklet.

The future financial performance of New Qube's businesses is subject to the risk factors set out in Section 4.

7.8. Solvency

As at the date of this Booklet, the New Qube Board is of the view that there are reasonable grounds to believe that New Qube is able to pay its debts as and when they become due and payable. New Qube intends to retain adequate parent level cash for working capital purposes.

7.9. Dividend policy of New Qube

The current distribution policy is determined by the constitution of Qube. The Constitution provides that The Trust Company may determine when distributable income is distributed to Unitholders and the amount of the distributions after making any provisions or reserves of amounts that The Trust Company determines proper for the purposes of Qube.

Following the Corporatisation, the New Qube Board will need to assess the appropriate level of dividend payments in light of the prevailing circumstances at the relevant time, including by reference to the available profits of the New Qube group and the financial and taxation position of the New Qube group, capital requirements and the determinations of the Board from time to time. Having regard to the investments held by, and the activities of the subsidiaries of, New Qube, it is expected that New Qube will be able to pay fully franked dividends to its shareholders.

New Qube intends to pay dividends to its shareholders twice yearly. Subject to its earnings, market conditions, capital requirements and any other relevant considerations, New Qube intends to progressively increase the level of dividends paid.

7.10. Gearing Qube has historically adopted a prudent approach to its gearing. The only debt (excluding debt within the operating entities and Minto) is approximately $48.3 million that was used to partially fund its investment in the strategic property at Moorebank. Qube has approximately $60 million in cash and listed securities (on a consolidated basis and disregarding cash held in operating entities) and therefore is in a strong financial position with no net debt disregarding operating business debt. This cash will be reduced by the payment to KFM if the Internalisation is implemented and the repayment of the shareholder loans to Kawasaki if the Acquisitions are approved.

The operating businesses that are or will be controlled by New Qube post the Restructure also have conservative debt levels relative to their earnings. Based on the pro-forma balance sheets as at 31 December 2010, New Qube, including its controlled entities, would have had gross external debt of approximately $153.5 million and net external debt of approximately $70 million.

New Qube expects that its controlled entities will continue to use debt (including finance leases) in conjunction with equity to fund growth acquisitions and investments that will drive further earnings growth. However, it is anticipated that New Qube and its controlled entities will continue to maintain a prudent level of gearing.

7.11. Summary of Key Accounting Policies The Pro Forma Historical Financial Information has been prepared using bases consistent with those applied in preparing, and disclosed in, the annual published consolidated financial statements of Qube for the year ended 30 June 2010.

It should be noted that following implementation of the Corporatisation, New Qube will not report its earnings as a managed investment scheme but rather as a corporate entity. The primary impact of this is that New Qube will not account on the basis of fair value of its investments in associate entities and take the gain or loss through the income statement, but rather equity account its share of the associates profit after tax. As the Corporatisation will be completed post 30 June 2011, Qube's existing accounting policies will continue to apply for the statutory accounts for the year ending 30 June 2011.

(a) Basis of preparation The Pro Forma Historical Financial Information has been prepared in accordance with the measurement and recognition criteria of Australian Accounting Standards (AIFRS).

Compliance with International Financial Reporting Standards (IFRS)

Compliance with the measurement and recognition criteria of Australian Accounting Standards ensures that the actual and pro-forma income statements and balance sheets of Qube and New Qube comply with the measurement and recognition criteria of International Reporting Standards (IFRS).

Historical cost convention

The Pro Forma Historical Financial Information has been prepared under the historical cost convention, as modified by the financial assets and liabilities (including derivative instruments) at fair value through profit and loss.

Critical accounting estimates

The preparation of the Pro Forma Historical Financial Information in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying Qube’s and New Qube's accounting policies.

The key estimates in the Pro Forma Historical Financial Information of Qube and New Qube relate to the valuations of unlisted investments.

(b) Principles of consolidation The Pro Forma Historical Financial Information incorporates the assets and liabilities of all controlled entities of Qube as at 31 December 2010 and their results for the year then ended amended for the pro-forma adjustments noted above. Qube/New Qube and its controlled entities together are referred to as the Group or the consolidated entity.

Controlled entities are all entities over which Qube/New Qube has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether Qube/New Qube controls another entity.

With the exception of the pro-forma adjustments noted above, controlled entities are fully consolidated from the date on which control is transferred to Qube/New Qube. They are deconsolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between Qube’s/New Qube's entities are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred. Accounting policies of controlled entities have been changed where necessary to ensure consistency with the policies adopted by Qube/New Qube.

The Pro Forma Historical Financial Information has been prepared to show the financial position of the operations of the Qube/New Qube group as a whole, comprising Qube/New Qube and its controlled entities.

(c) Business combinations The acquisition method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a

68 subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the group. Where equity instruments are issued in an acquisition, the fair value of the instruments is their fair value as at the acquisition date based on the best available evidence of the price at which the instruments could be exchanged between knowledgeable willing parties in a an arm’s length transaction. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are with limited exceptions, measured initially at their fair values at the acquisition date.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over fair value of the group’s share of the net identifiable assets acquired is recorded as goodwill.

(d) Associates Associates are all entities over which the group has significant influence or joint control but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights.

Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost. The group's investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition.

The Group's share of its associates' post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition other comprehensive income is recognised in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates are recognised as a reduction in the carrying amount of the investment.

When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured long-term receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

Unrealised gains on transactions between the group and its associates are eliminated to the extent of the group's interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

(e) Joint ventures

Joint venture entities

The interest in a joint venture entity is accounted for using the equity method after initially being recognised at cost. Under the equity method, the share of the profits or losses of the entity is recognised in the profit or loss, and the share of post-acquisition movements in reserves is recognised in other comprehensive income.

Profits or losses on transactions establishing the joint venture entity and transactions with the joint venture are eliminated to the extent of the group's ownership interest until such time as they are realised by the joint venture entity on consumption or sale. However, a loss on the transaction is recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets, or an impairment loss.

(f) Investments and other financial assets

Classification

The Group's investments are categorised as at fair value through profit and loss, which is comprised of:  Financial instruments held for trading

These include derivative financial instruments such as options. Qube/New Qube does not designate any derivatives as hedges in a hedging relationship.

 Financial instruments designated at fair value through profit or loss upon initial recognition

These include financial assets that are not held for trading purposes and which may be sold. These are investments in exchange traded debt and equity instruments, unlisted trusts and unlisted equity instruments.

Financial assets and financial liabilities designated at fair value through profit or loss at inception are those that are managed and their performance evaluated on a fair value basis in accordance with Qube’s/New Qube's documented investment strategy. Qube’s policy is for the Responsible Entity, with advice from the investment manager, to evaluate information about these financial assets on a fair value basis together with other related financial information. Measurement

Qube has designated its investments in financial assets at fair value through profit or loss. Investments in financial assets are revalued at each reporting date, or when there is a change in the nature of the investments or to their values in accordance with AASB 139 Financial Instruments: Recognition and Measurement. Changes in the fair values of investments in financial assets, both positive and negative have been recognised in profit or loss for the year. Recognition and de-recognition

Regular purchases and sales of financial assets are recognised on trade-date, the date on which Qube commits to purchase or sell the asset. Financial assets not carried at fair value through profit or loss are initially recognised at fair value plus transaction costs. Financial assets carried at fair value through profit or loss are initially brought to account at fair value and transaction costs expensed through profit and loss. Subsequent to initial recognition, the financial assets at fair value through profit or loss were measured at fair value with changes in their fair value recognised in profit or loss. Financial assets are derecognised when the rights to received cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. Investments have been brought to account by Qube/New Qube as follows:  Interests in listed securities in companies and trusts

The fair value of financial assets traded in active markets is based on the quoted market price at balance date. The quoted market price used for financial assets held by Qube is the closing bid price. Dividends and other distributions are recognised in profit or loss when entitled.

 Interests in unlisted securities in companies and trusts

Interests in unlisted companies are brought to account at fair value, determined using valuation techniques adopted by Qube’s Responsible Entity in consultation with Qube’s Manager. The fair value of the unlisted investments will be based on an independent valuation to be undertaken at least annually. Where for a particular six monthly reporting period, the most recent annual independent valuation is determined not to reflect the current fair value of the investments, the fair value will be determined based on a comparison of the relevant unlisted investment with the valuation implicit in recent arms’ length market transactions that are comparable to the investment. In the absence of any recent comparable arm’s length market transactions, the discounted cash flow valuation analysis will be utilised.

Discounted cash flow is the process of estimating future cash flows that are expected to be generated by an asset and discounting these cash flows to their present vale by applying an appropriate discount rate. The discount rate applied to the cash flows of a particular asset comprises the risk free interest rate appropriate to the country in when the assets is located and a risk premium, reflecting the uncertainty associated with the cash flows. Interest, dividends and other distributions received from investments brought to account at fair value are recognised in profit or loss when entitled.  Derivatives that are not designated as hedges or do not qualify for hedge accounting

Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in profit or loss.

(g) Intangible assets

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of Qube’s/New Qube's share of the net identifiable assets of the acquired business/associate at the date of acquisition. Goodwill on acquisitions of businesses is included in intangible assets. Goodwill on acquisitions of associates is included in investments in associates. Goodwill is not amortised. Instead, goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Operating rights

Operating rights are carried at cost less accumulated amortisation and impairment losses. Amortisation is calculated using the straight-line method to allocate the cost of the operating rights over its life, which is 20 years from 2008. Customer contracts

Customer contracts acquired as part of a business combination are recognised separately from goodwill. The customer contracts are carried at their fair value at the date of acquisition less accumulated amortisation and impairment losses. Amortisation is calculated based on the timing of projected cash flows of the contracts over their estimated useful lives. (h) Impairment of assets Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

(i) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable and is recognised (net of discounts, allowances and disbursements) as follows: Provision of services

Revenue earned from the provision of services is recognised on delivery of those services. Storage

Revenue earned from provision of storage is recognised either on a per day or per week basis. Asset Sales

The gain or loss on disposal of assets is recognised when an unconditional contract of sale is signed. Interest income

Interest income is recognised in profit or loss for all debt instruments using the effective interest method. Interest income on assets held at fair value through profit or loss is included in profit or loss. The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimate future cash payments or receipt throughout the expected life of the financial instrument, or a short period where appropriate, the net carrying amount of the financial asset or liability. When calculating the effective interest rate, Qube/New Qube estimates cash flows considering all contractual terms of the financial instrument (for example, prepayment options) but does not consider future credit losses. The calculation includes all

71 fess paid or received between the parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts. Dividends

Dividend income is recognised on the ex-dividend date with any related foreign withholding tax recorded as an expense. Trust distributions are recognised on a present entitlement basis.

(j) Expenses

All expenses, including, in the case of Qube, Responsible Entity fees and custodian fees, are recognised in profit or loss on an accruals basis.

(k) Income tax Qube was a ―public trading trust‖ as defined in the Income Tax Assessment Act (1936) for the year ended 30 June 2010 and was effectively treated as a taxable entity.

Qube has elected to form a tax consolidated group from 1 July 2010 and as a consequence is deemed to be a company for tax purposes.

The income tax expense or benefit for the consolidated entities for the year is the tax payable on the current year’s taxable income based on the notional tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the pro-forma income statements and balance sheets, and to unused tax losses.

Deferred income tax is determined using the balance sheet method, being the temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated pro-forma income statements and balance sheets. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at that time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

The consolidated entity may incur withholding tax imposed by certain countries on investment income. Such income is recorded gross of withholding tax in the statement of comprehensive income.

(l) Distributions Provision is made for the amount of any distribution declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.

(m) Contributed equity Qube was a public trading trust for tax purposes for the 2010 financial year with an indefinite life and is not subject to redemption requests at the discretion of the unitholder. Consequently units issued by Qube have been classified as equity. Transaction costs of capital raising are treated as a reduction on the equity balance.

(n) Receivables Receivables may include amounts for dividends, interest and trust distributions. Dividends and trust distributions are accrued when the right to receive payment is established. Interest is accrued at the reporting date from the time of last payment. Amounts are generally received within 30 days of being recorded as receivables.

Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. An allowance account (provision

72 for impairment of trade receivables) is used when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The amount of the impairment allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of the discounting is immaterial.

The amount of the impairment loss is recognised in profit or loss within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in profit or loss.

(o) Property, plant and equipment Property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Leasehold improvements are depreciated over the shorter of the useful life of the assets and the lease term. Depreciation on other assets is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives, as follows:

 Furniture, fittings and equipment 5 to 10 years

 Leasehold improvements 10 to 40 years

 Plant and equipment 3 to 20 years

 Buildings 50 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

An asset’s carrying value is written down immediately to its recoverable amount if the asset’s carrying value is greater than its recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement.

(p) Investment property Investment property, principally comprising freehold land and buildings, is held for long-term rental yields and is not occupied by the group.

Investment property is carried at fair value, which is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If this information is not available, the group uses alternative valuation methods such as recent prices in less active markets or discounted cash flow projections. Changes in fair values are recorded in profit or loss as part of other income.

(q) Payables Payables include liabilities and accrued expenses owing to the Group which are unpaid as at the end of the reporting period.

(r) Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowing using the effective interest method. Fees paid on the establishment of loan facilities, which are material and not an incremental cost relating to the actual draw-down of the facility, are recognised as prepayments and amortised on a straight-line basis over the term of the facility.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit of loss as other income or finance costs.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

(s) Employee benefits

Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, annual leave and accumulated sick leave expected to be settled within 12 months of the reporting date are recognised in provisions in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments made in respect of services provided by employees up to the reporting date using the expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Superannuation

Superannuation is paid to employees based on statutory rates or employment contracts where applicable. Staff who are members of a defined benefit contribution fund receive fixed contributions from the Group and the Group’s legal or constructive obligation is limited to these contributions. Bonus plans

The Group recognises a liability and an expense for bonuses where contractually obliged or where there is a past practice that has created or likely created a constructive obligation. Employee benefit on-cost

Employee benefit on-costs are recognised and included in employee benefit liabilities and costs when the employee benefits to which they relate are recognised as liabilities. On-cost includes payroll tax, workers compensation and superannuation where payment is expected. Share based payments

Share based compensation benefits are provided to certain senior management of the Group. The share based employee reward plans includes a performance share grant scheme (where share options are made available in the event that certain performance objectives are achieved) and a service based share grant scheme (where share options are made available provided periods of service with the group are satisfied). The fair value of the options granted under the schemes is expensed to the income statement over the period over which incentive is applicable, with a corresponding increase in contributed equity.

(t) Fair value estimation The Group makes estimates and assumptions that affect the reported amounts of assets and liabilities within the next financial year. Estimates are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group may from time to time hold financial instruments that are not quoted in active markets, such as over-the-counter (OTC) derivatives. Fair values of such instruments are determined by using valuation techniques. Where valuation techniques (for example, models) are used to determine fair values, they are validated and periodically reviewed by experienced personnel. Models are calibrated by back-testing to actual transactions to ensure that outputs are reliable.

For certain other financial instruments, including amounts due from/to brokers, accounts payable and accrued expenses, the carrying amounts approximate fair value due to the immediate or short-term nature of these financial instruments.

8. Investigating Accountant’s Report

The Directors Qube Logistics Holdings Limited Level 14, 3 Spring Street, Sydney NSW 2000

The Directors The Trust Company (RE Services) Limited in its capacity as Responsible Entity of Qube Logistics Level 15, 20 Bond Street Sydney NSW 2000

12 July 2011

Dear Directors

Subject: Investigating Accountants Report on Historical Financial Information and Financial Services Guide

We have prepared this report on historical and pro forma financial information of Qube Logistics and Qube Logistics Holdings Limited (collectively Qube) for inclusion in a Unitholder Booklet and Prospectus dated on or about 12 July 2011 (the Booklet) relating to the corporatisation and internalisation of management of Qube.

Expressions defined in the Booklet have the same meaning in this report.

The nature of this Report is such that it should be given by an entity which holds an Australian Financial Services licence under the Corporations Act 2001 (Cwlth). PricewaterhouseCoopers Securities Ltd is wholly owned by PricewaterhouseCoopers and holds the appropriate Australian Financial Services licence. This report is both an Investigating Accountants Report, the scope of which is set out below, and a Financial Services Guide, as attached as Appendix A.

Scope

You have requested PricewaterhouseCoopers Securities Ltd to prepare an Investigating Accountant’s Report (the Report) covering the following information:

Historical financial information

(a) the historical and pro forma income statements of Qube for the twelve months ended 31 December 2010

PricewaterhouseCoopers Securities Ltd, ACN 003 311 617 ABN 54 003 311 617 Holder of Australian Financial Services Licence No 244572 Darling Park Tower 2, 201 Sussex Street, GPO BOX 2650, SYDNEY NSW 1171 DX 77 Sydney, Australia T +61 2 8266 0000, F +61 2 8266 9999, www.pwc.com.au 76

(b) the historical and pro forma balance sheets of Qube as at 31 December 2010

(collectively, the Historical Financial Information).

This Report has been prepared for inclusion in the Booklet. We disclaim any assumption of responsibility for any reliance on this Report or on the Historical Financial Information to which it relates for any purposes other than for which it was prepared.

Limitation of scope of review of pro forma income statements and balance sheets

In preparing the pro forma income statements and balance sheets of Qube no adjustments have been made to reflect the fair values of the acquired assets and liabilities of POTA and POAGS in accordance with AASB 3 Business Combinations as described in Section 7.6 of the Booklet.

Scope of review of Historical Financial Information

The Historical Financial Information set out in Sections 7.3 and 7.5 of the Booklet has been derived from the consolidated financial statements of Qube Logistics for the year ended 30 June 2010 and the half year ended 31 December 2010 and the consolidated financial statements of POTA and POAGS for the year ended 31 December 2010.

The consolidated financial statements of Qube Logistics for the year ended 30 June 2010 were audited by PricewaterhouseCoopers and the consolidated financial statements of Qube Logistics for the six months ended 31 December 2010 were reviewed by PricewaterhouseCoopers. The consolidated financial statements of POTA and POAGS for the year ended 31 December 2010 were audited by PricewaterhouseCoopers. PricewaterhouseCoopers issued an unqualified audit report and review opinion on each of these financial statements respectively.

The pro forma income statements incorporate such pro forma transactions and adjustments as the Directors considered necessary to reflect the impact of the Subsequent Events, Corporatisation, Internalisation and Acquisition as if they had occurred at 1 January 2010. The pro forma balance sheet incorporates such pro forma transactions and adjustments as the Directors considered necessary to reflect the impact of the Subsequent Events, Corporatisation, Internalisation and Acquisition as if they had occurred at 31 December 2010 to reflect the financial position of the Qube going forward. The Directors are responsible for the preparation of the Historical Financial Information, including determination of the pro forma transactions and adjustments.

We have conducted our review of the Historical Financial Information in accordance with Australian Auditing Standards applicable to review engagements. We made such inquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances including:

an analytical review of the financial performance of Qube Logistics, POTA and POAGS for the relevant historical periods a review of work papers, accounting records and other documents a review of the assumptions (which include the pro forma transactions) used to compile the pro forma income statements and pro forma balance sheets a comparison of consistency in application of the recognition and measurement principles in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by Qube disclosed in Section 7.11 of the Prospectus, and enquiry of directors, management and others. 77

These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Review statement on Historical Financial Information

Based on our review, which is not an audit, except for the limitation in scope described above, nothing has come to our attention which causes us to believe that:

the pro forma income statements and pro forma balance sheets have not been properly prepared on the basis of the pro forma transactions the pro forma transactions do not form a reasonable basis for the pro forma income statements and pro forma balance sheets the Historical Financial Information, as set out in Sections 7.3 and 7.5 of the Prospectus does not present fairly:

(a) the historical and pro forma income statements of Qube for the twelve months ended 31 December 2010 assuming completion of the pro forma transactions and adjustments; and (b) the historical and pro forma balance sheets of Qube as at 31 December 2010 assuming completion of the pro forma transactions and adjustments in accordance with the recognition and measurement principles prescribed in Accounting Standards and other mandatory professional reporting requirements in Australia, and accounting policies adopted by Qube disclosed in Section 7.11 of the Booklet.

Subsequent events

Apart from the matters dealt with in this Report, and having regard to the scope of our Report, to the best of our knowledge and belief no material transactions or events outside of the ordinary business of Qube have come to our attention that would require comment on, or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

Independence or Disclosure of Interest

PricewaterhouseCoopers Securities Ltd does not have any interest in the outcome of this matter other than the preparation of this Report for which normal professional fees will be received.

Liability

PricewaterhouseCoopers Securities Ltd has consented to the inclusion of this Report in the Booklet in the form and context in which it is included. The liability of PricewaterhouseCoopers Securities Ltd is limited to the inclusion of this Report in the Booklet. PricewaterhouseCoopers Securities Ltd makes no representation regarding, and has no liability for, any other statements or other material in, or any omissions from, the Prospectus. 78

Financial Services Guide

We have included our Financial Services Guide as Appendix A to our report. The Financial Services Guide is designed to assist retail clients in their use of any general financial product advice in our Report.

Yours faithfully

Richard D Savage Glen Hadlow Authorised Representative Authorised Representative PricewaterhouseCoopers Securities Ltd PricewaterhouseCoopers Securities Ltd 79

Appendix A PRICEWATERHOUSECOOPERS SECURITIES LTD FINANCIAL SERVICES GUIDE This Financial Services Guide is dated 12 July 2011

1. About us 5. Fees, commissions and other benefits we may PricewaterhouseCoopers Securities Ltd (ABN 54 receive 003 311 617, Australian Financial Services PwC Securities charges fees to produce reports, Licence no 244572) ("PwC Securities") has been including this Report. These fees are negotiated engaged by Qube Logistics Holdings Limited and and agreed with the entity who engages PwC The Trust Company (RE Services) Limited in its Securities to provide a report. Fees are charged capacity as Responsible Entity of Qube Logistics on an hourly basis or as a fixed amount depending (collectively “Qube”) to provide a report in the on the terms of the agreement with the person form of an Investigating Accountant’s report in who engages us. In the preparation of this Report relation to the Historical Financial Information (the our fees are charged on an hourly basis and as at “Report‖) for inclusion in the Booklet dated 12 the date of this Report amount to $225,000 July 2011. (excluding GST).

You have not engaged us directly but have been Directors or employees of PwC Securities, provided with a copy of the Report as a retail client PricewaterhouseCoopers, or other associated because of your connection to the matters set out entities, may receive partnership distributions, in the Report. salary or wages from PricewaterhouseCoopers.

2. This Financial Services Guide 6. Associations with issuers of financial products This Financial Services Guide ("FSG") is designed PwC Securities and its authorised representatives, to assist retail clients in their use of any general employees and associates may from time to time financial product advice contained in the Report. have relationships with the issuers of financial This FSG contains information about PwC products. For example, PricewaterhouseCoopers Securities generally, the financial services we are may be the auditor of, or provide financial services licensed to provide, the remuneration we may to, the issuer of a financial product and PwC receive in connection with the preparation of the Securities may provide financial services to the Report, and how complaints against us will be issuer of a financial product in the ordinary course dealt with. of its business. PricewaterhouseCoopers are auditors and taxation advisors to Qube. 3. Financial services we are licensed to provide Our Australian financial services licence allows us 7. Complaints to provide a broad range of services, including If you have a complaint, please raise it with us providing financial product advice in relation to first, using the contact details listed below. We will various financial products such as securities, endeavour to satisfactorily resolve your complaint interests in managed investment schemes, in a timely manner. In addition, a copy of our derivatives, superannuation products, foreign internal complaints handling procedure is available exchange contracts, insurance products, life upon request. products, managed investment schemes, government debentures, stocks or bonds, and If we are not able to resolve your complaint to your deposit products. satisfaction within 45 days of your written notification, you are entitled to have your matter 4. General financial product advice referred to the Financial Ombudsman Service The Report contains only general financial product ("FOS"), an external complaints resolution service. advice. It was prepared without taking into FOS can be contacted by calling 1300 780 808. account your personal objectives, financial You will not be charged for using the FOS service. situation or needs. You should consider your own objectives, financial 8. Contact Details situation and needs when assessing the suitability PwC Securities can be contacted by sending a of the Report to your situation. You may wish to letter to the following address: obtain personal financial product advice from the holder of an Australian Financial Services Licence Glen Hadlow to assist you in this assessment. Tower 2, Darling Park 201 Sussex Street SYDNEY NSW 2000

9. Relationship with KFM

9.1. Role of KFM as manager KFM presently acts as investment manager for Qube pursuant to the Investment Management Agreement.

KFM has broad discretion regarding logistics, infrastructure and utilities investments to be made by KFM on behalf of Qube.

KFM receives fees for its management of the investments of Qube, comprising:

 a management fee equal to:

o 0.66% per annum (being 0.6% plus GST) of the gross value of assets of Qube comprising listed infrastructure and utilities securities and cash; and

o 1.65% per annum (being 1.5% plus GST) of the gross value of other assets of Qube; and

 an annual performance fee equal to 16.5% (being 15% plus GST) of the amount by which the aggregate of the increase in the net asset value of Qube and the value of distributions made by Qube over the year exceeds a performance hurdle (being the net asset value of Qube at the start of the year multiplied by the average of the 1 year swap reference rate applicable at the last business day of each month during the year + 2.5%, minus any under-performance during the previous year).

9.2. Consequences if Internalisation is approved If each of the Internalisation and Corporatisation is approved and implemented, the Investment Management Agreement will be terminated and KFM will receive a payment of $40 million (plus GST) to be satisfied by the issue of fully paid Shares for an aggregate issue price of $32 million and the payment of the balance in cash to KFM. See Sections 1.1, 3.3, 3.5, 3.9, 3.10, 3.11, 3.12, 3.13, 4, 7 and 11.4 for details.

In addition to the termination fee, KFM will be entitled to receive all fees otherwise payable to it under the Investment Management Agreement in respect of the period up to termination, including any performance fee payable in respect of the financial year ending 30 June 2011.

KFM has agreed to provide certain transitional services, including providing reasonable assistance to New Qube in effecting the transition of the management of the affairs of Qube from KFM to New Qube, for a period of up to 6 months on completion of the Internalisation. KFM is entitled to be paid a fee by New Qube of $41,667 (plus GST) per month for these services.

9.3. Consequences if Internalisation is not approved If the Corporatisation is approved but the Internalisation is not approved, Qube will become wholly owned by New Qube, its investments will continue to be managed by KFM and KFM will not receive any termination payment from New Qube. However, to accommodate the corporate structure, a new investment management agreement will be entered into between New Qube and KFM in place of the existing Investment Management Agreement between Qube and KFM. See Section 11.5 for further details.

9.4. Unitholdings of KFM and KP in Qube

KFM does not hold any Units in its personal capacity.

Each of KFM and KP has a relevant interest in 12,461,506 Units giving KFM and KP voting power of approximately 2% of the current Units on issue. This includes 10,950,415 Units held by KP and 1,511,091 Units held by other funds managed by KFM. KFM is a wholly owned subsidiary of KP.

9.5. Voting by KP and KFM on the Resolutions KFM is excluded from voting on the Restructure Resolutions. KP is excluded from voting on the Internalisation Resolution.

KFM and KP are not otherwise legally constrained from voting on any of the Resolutions.

10. Information about the Restructure, the Acquisitions and the ELTIP

10.1. Features of the Restructure

This Section provides further details of the steps involved in the Restructure.

Replacement of Responsible Entity

If the Corporatisation is approved and takes effect then The Trust Company will retire as Responsible Entity of Qube following deregistration by ASIC of Qube as a registered managed investment scheme. A wholly owned subsidiary of New Qube will become the trustee of Qube following the retirement of The Trust Company.

Amendments to the Constitution

As part of the Corporatisation the Constitution will be amended in a manner that will enable the Corporatisation to be put into effect if the Corporatisation Resolutions are approved by Unitholders. See Section 10.5 for further details.

Termination of KFM Investment Management Agreement

As part of the Restructure the Investment Management Agreement between Qube and KFM will be terminated. It is proposed that either the IMA Termination Deed or the IMA Replacement Deed will be executed on implementation of the Restructure so as to give effect to the obligation to terminate the Investment Management Agreement. The principal terms of these documents are summarised in Sections 11.4 and 11.5.

KFM will be entitled to receive all fees payable to it under the Investment Management Agreement in respect of the period up to termination, including any performance fee payable in respect of the financial year ending 30 June 2011.

Payment to KFM

If the Internalisation is also approved, then in consideration of the termination of its management rights KFM will receive a termination payment of $40 million (plus GST) which will be paid by the issue of Shares in New Qube for an aggregate issue price of $32 million and the payment of the balance in cash. This issue price of each Share, and accordingly the number of Shares to be issued to KFM, will be the volume weighted average price at which Units have traded on ASX over the 30 days up to the date of the General Meeting (including trading on a deferred settlement basis) excluding any Units which are sold other than in the ordinary course of trading on ASX. The Shares to be issued to KFM will not be subject to any escrow or restrictions. See Section 11.4 for details.

Amendment and Replacement of Investment Management Agreement

If the Corporatisation is approved but the Internalisation is not approved, Qube will become wholly owned by New Qube and its investments will continue to be managed by KFM. However, to accommodate the corporate structure, a new investment management agreement will be entered into between New Qube and KFM in place of the existing Investment Management Agreement between Qube and KFM. See Sections 11.5 and 11.6 for further details.

Ineligible Overseas Holders

For the reasons outlined in Section 13.4, Shares will not be issued to any Unitholder who at 4.00 pm on the Record Date has a registered address which is outside Australia and its external territories or New Zealand, unless The Trust Company and New Qube are satisfied that New Qube is not prevented from lawfully issuing Shares to such Unitholders, either unconditionally or after compliance with such conditions as The Trust Company and New Qube regard as acceptable. Such Unitholders will be Ineligible Overseas Holders. Under the Corporatisation, the Units of Ineligible Overseas Holders will be transferred to the IOH Transferee, being an entity that holds an Australian financial services licence issued by ASIC. As a result of that transfer, the IOH Transferee as nominee for the Ineligible Overseas Holders, will become the registered holder of those Units shortly after 4.00 pm on the Record Date. The IOH Transferee

83 will then be issued Shares in the same manner as other Unitholders. The IOH Transferee will proceed to sell all Shares issued to it on-market in such manner as it considers appropriate within 15 Business Days of commencement of quotation of Shares.

Ineligible Overseas Holders will receive consideration for such transfer of an amount, for each Unit transferred to the IOH Transferee, which is equivalent to the proceeds realised by the IOH Transferee from the sale of all such Shares issued in exchange for the Units transferred to the IOH Transferee, less transaction costs, divided by the total number of such Shares.

The IOH Transferee will pay this consideration to the New Qube Registry within 25 Business Days of the commencement of quotation of Shares. The Registry will then make payment of the consideration due to Ineligible Overseas Holders within 5 Business Days of it receiving these funds from IOH Transferee, or sooner if reasonably practicable. The payments to be made by the Registry will be despatched by mail to the Ineligible Overseas Holders' registered address as shown in the Qube Register by cheque in Australian currency, drawn on an Australian bank. In the case of joint holders, the cheque will be made payable and forwarded to the holder whose name first appears in the Qube Register at the Record Date.

The Trust Company considers that it is in the best interests of Unitholders, and not unfair to Ineligible Overseas Holders, that the Units of Ineligible Overseas Holders are transferred to the IOH Transferee in the manner and for the consideration described above.

See Section 13.4 for further details.

10.2. Conditions to Restructure

There are a number of approvals and consents which are required from Unitholders for the Restructure to proceed. These approvals will be sought at the General Meeting to be held on Thursday, 18 August 2011.

Further details concerning these approvals are set out in the Notice of Meeting for the General Meeting.

The other Conditions of the Restructure and the status of those Conditions as at the date of this Booklet are as follows:

 Constitution Amendment Deed: the Constitution Amendment Deed executed by The Trust Company is lodged with ASIC pursuant to section 601GC(2) of the Corporations Act.

The Trust Company will satisfy this condition immediately following passage of the Corporatisation Resolutions if the remaining Conditions have been satisfied or waived.

 ASX Listing and Quotation: ASX agrees to admit New Qube to the official list of ASX and to the quotation of New Qube Shares on conditions which are acceptable to The Trust Company and New Qube.

An application for the listing of New Qube on ASX has been prepared and will be lodged with ASX within 7 days of the date of this Booklet. New Qube is not aware of any reason why ASX will not admit New Qube to the ASX Official List or quote Shares.

 ASIC modifications and ASX waivers: New Qube and The Trust Company obtaining from ASX and ASIC all waivers from the Listing Rules or relief from the provisions of the Corporations Act that are reasonably necessary for the implementation of the Corporatisation.

ASX has advised The Trust Company and New Qube that it would be likely to grant waivers from compliance with certain ASX Listing Rules. ASIC has granted certain modifications and relief from the Corporations Act. See Sections 13.7 and 13.8 for details.

 Third Party Consents: each third party consent identified as necessary for completion of the Corporatisation being granted or obtained in respect of the implementation of the Corporatisation in a form acceptable to Trust and New Qube, and those consents, agreements, waivers, licences or approvals are not withdrawn, cancelled or revoked before 8.00 am on the Conditions Date.

The Trust Company and New Qube have no reason to believe that those consents, agreements, waivers, licences or approvals will be withdrawn, cancelled or revoked before the Conditions Date.

 No prohibitive orders: Prior to 8.00 am on the Conditions Date, no judicial authority or entity and no Government Agency taking any action, or imposing any legal restraint or prohibition, to prevent the implementation of the Corporatisation (or any transaction contemplated by the Corporatisation) which remain in force at that time.

The Trust Company and New Qube have no reason to believe that this Condition will not be satisfied.

 Regulatory Consents: All approvals or consents required from any Government Agency or judicial entity or authority to implement the transactions envisaged by the Implementation Deed having been obtained or deemed obtained and not withdrawn by 8:00 am on the Conditions Date.

The Trust Company and New Qube have no reason to believe that this Condition will not be satisfied.

 No Prescribed Event: No Prescribed Event occurring between the date of this Deed and 8:00 am on the day of the Conditions Date.

The Trust Company and New Qube have no reason to believe that this Condition will not be satisfied.

 Independent Expert Report: The Independent Expert issues its report before the date on which the Booklet is despatched to Unitholders which concludes that the Corporatisation is in the best interests of Unitholders.

This Condition has been satisfied. A copy of the report is set out in Appendix 2.

For the Corporatisation and Internalisation to proceed, all Conditions must be satisfied or waived by 19 August 2011, the Conditions Date.

10.3. Features of the Acquisitions

See Sections 2.4, 11.7 – 11.10 for further information regarding the terms of the Acquisitions.

10.4. Features of the ELTIP New Qube has established the ELTIP to assist it to engage and retain the services of senior staff and provide an incentive to promote the businesses of New Qube.

Under the ELTIP, New Qube will issue Plan Shares to senior executives, which will vest progressively subject to service and performance conditions determined by the Board, and will provide an interest- bearing loan to the senior executives to finance the purchase of these Shares.

New Qube intends to issue up to a maximum of 5% of the issued capital of New Qube under the ELTIP. Initially New Qube expects to issue a total of 2,000,000 Plan Shares to Maurice James and 1,900,000 Plan Shares to other senior executives. In Resolution 7, Unitholders are being asked to approve the issue of Plan Shares to Mr James. Unitholder approval is not required for the issue of the remaining 1,900,000 Shares under the ELTIP to other current and proposed senior executives of New Qube.

The substantive terms of the ELTIP are as follows:

 Participation: Participation is by invitation only. That is, only those executives invited by the Board to apply will be eligible to participate. Executives that may be invited to participate are any employee or consultant (which may include an executive director) of, and any non- executive director of, any member of the New Qube group who is determined by the Board in its sole discretion from time to time to be a senior executive of the group

 Issue price: The issue price for Plan Shares acquired will be the volume weighted average price (VWAP) at which Shares trade on ASX over the 20 trading days prior to the date of issue of the Shares. For the initial Plan Shares issued to senior executives (including Maurice James), the issue price will be the VWAP at which Units trade on ASX over the 20 trading days prior to the date of issue of the Shares.

 Vesting conditions: Issues under the ELTIP may be subject to performance conditions. The performance conditions imposed may vary from offer to offer, but will generally relate to financial performance and continued engagement with New Qube. Presently, the Board envisages that financial performance criteria will be based on improvements in the profitability of the Company as measured by a combination of compound annual shareholder return and earnings per Share. The Board may also determine to impose length of service conditions in order to maximise the long term incentive benefit of the ELTIP. The board of New Qube may vest some or all of the Plan Shares prior to their scheduled vesting date. Unvested Plan Shares are forfeited. The Board may (subject to receipt of any necessary approvals and waivers), adjust the performance conditions to take account of any significant change in circumstances of New Qube.

 Loan amount: New Qube will advance the subscription monies payable for the Plan Shares to the executive. The sale proceeds realised on a sale of any vested Plan Shares must be applied by the executive to repay the loan referrable to those Plan Shares.

 Interest rate: The loan will bear interest in an amount equal to the dividend paid on Plan Shares acquired with that loan, excluding any dividend characterised as a special dividend by the Board. Interest is payable within 3 business days of the date of payment of each dividend.

 Maturity date: The loan for any Plan Share must be repaid on the earlier of the date 3 months after the Plan Share vests (subject to extension for up to 2 years), the date 3 months following the termination of engagement of the executive, the date 5 business days after the Plan Share is sold, the date 5 years and 3 months after making the loan and any earlier date set by the Board at the time of offer of the Plan Shares. The loan is a limited recourse loan with the amount to be repaid limited to the lesser of the principal advanced and the price realised on sale of the Plan Share.

 Control transaction: All Plan Shares will vest if a person acquires voting power of more than 50.1% in New Qube as a result of a takeover or scheme of arrangement.

 Dividends: A participant in the ELTIP is entitled to receive any dividend or distribution paid in respect of Plan Shares.

 Rights and bonus issues: Participants in the ELTIP will be entitled to participate in any rights or bonus issue undertaken by New Qube on the Plan Shares of that participant as if the participant held those Plan Shares absolutely. New Qube may, in its absolute discretion, provide a loan to the participant sufficient to meet the subscription price for a participant’s entitlement to new Shares on terms agreed between New Qube and the participant at the time. Any Shares issued under a bonus or rights issue will not be subject to any trading restrictions.

 Holding lock: New Qube will apply a holding lock on Plan Shares until they become vested and the related loan and any outstanding interest has been paid. While a participant’s Plan Shares are subject to a holding lock, the Participant may not deal with those Shares.

 Other rights: Shares issued under the ELTIP will, except as set out above, be issued on the same terms as, and will rank equally with, other Shares.

 Variation of ELTIP: The Board may alter the terms of the ELTIP or their application in accordance with the Listing Rules and otherwise in accordance with the ELTIP.

The making of limited recourse loans by New Qube to participants to acquire shares under the ELTIP has already been approved prior to the date of this Booklet by a resolution of the sole member of New Qube for the purposes of section 260C of the Corporations Act.

10.5. Explanation of Resolutions The following is an explanation for each of the Resolutions contained in the Notice of Meeting. This explanation should be read together with the entirety of this Booklet.

It should be noted, as stated earlier in this Booklet, that for:

 the Corporatisation to be approved EACH OF RESOLUTIONS 1 - 2 (inclusive) MUST BE PASSED. If any of these Resolutions is defeated the Corporatisation will not be implemented;

 the Internalisation to be approved EACH OF RESOLUTIONS 1 - 3 (inclusive) MUST BE PASSED. If any of these Resolutions is defeated the Internalisation will not be implemented;

 the Acquisitions to be implemented EACH OF RESOLUTIONS 1 – 3 (inclusive) and in the case of the Kawasaki Acquisition, RESOLUTION 4 MUST BE PASSED. If any of these Resolutions is defeated the Acquisitions will not be implemented; and

 the ELTI to be approved EACH OF RESOLUTIONS 1 – 3 and 6 (inclusive) MUST BE PASSED. If any of these Resolutions is defeated the ELTI will not be implemented.

Resolution 1 - Amendments to Constitution Resolution 1 authorises the amendments to the Qube Constitution to enable the Corporatisation to be implemented.

In summary, subject to Resolutions 1 and 2 being passed and the remaining Conditions being satisfied, the proposed Qube Constitution amendments will:

 permit the Responsible Entity, as agent for each Ineligible Overseas Holder, to transfer Units to the IOH Transferee in accordance with the Corporatisation;

 permit the Responsible Entity to issue the five Units which are issued to New Qube on the Record Date;

 permit the Responsible Entity as agent for each Unitholder to take such action as may be required to permit the Units (other than the 5 Units which are to be issued to New Qube on the Record Date) to be redeemed in accordance with the Corporatisation;

 permit the Responsible Entity, as agent for each Unitholder (other than New Qube), to subscribe for Shares and to agree to become a member of New Qube in accordance with the Corporatisation;

 permit the Responsible Entity to issue to New Qube such number of Units as represent the number of Units which are redeemed as set out above;

 remove the requirement to pay fees to the Responsible Entity after the date of deregistration by ASIC of Qube as a registered managed investment scheme; and

 insert a provision prohibiting the trustee of Qube from holding Units or otherwise becoming a beneficiary of Qube.

The proposed amendments to the Constitution are set out in the Constitution Amendment Deed which will be lodged with ASIC on the date of the General Meeting provided each of the Corporatisation Resolutions is passed and all Conditions of the Corporatisation have been satisfied, or as soon as practicable after the Conditions of the Corporatisation have been satisfied. A draft of the Constitution Amendment Deed is a schedule to the Implementation Deed, a copy of which is contained in Appendix 4.

Resolution 1 is required under section 601GC(1) of the Corporations Act which requires the amendments to the Qube Constitution to be made by a special resolution of members. To be approved as a special resolution, not less than 75% of the votes which are cast at the General Meeting on Resolution 1 must be cast in favour of Resolution 1.

Resolution 2 - Acquisition of Units by New Qube Resolution 2 authorises the Responsible Entity to issue Units to New Qube and for New Qube to become the sole holder of Units in Qube.

Initially, 5 Units are to be issued to New Qube. These Units are to be issued to New Qube prior to the redemption by Qube of Units on issue at the Record Date. All Units on issue at the Record Date will be redeemed, other than these 5 Units that are to be issued to New Qube. After the redemption has taken place, New Qube will be issued with an equivalent number of new Units to the number of Units that have been redeemed.

Accordingly, upon the redemption being implemented, New Qube will hold all of the issued Units and Qube will be wholly owned by New Qube.

Resolution 2 is required under section 611 (item 7) of the Corporations Act.

Section 606 of the Corporations Act prohibits the acquisition of units or interests in a listed managed investment scheme if the acquisition would increase a person's voting rights in the scheme to more than 20%.

However, section 611 (item 7) of the Corporations Act permits the acquisition if it has previously been approved by a Resolution of members where no votes are cast in favour of the Resolution by a person acquiring the interest and its Associates (that is, New Qube and its Associates) or by persons from whom the acquisition is to be made and their Associates. ASIC has granted relief to New Qube to allow members from whom the acquisition is to be made and their Associates to vote on the Resolution.

Accordingly, Resolution 2, if approved, operates to satisfy the requirement of section 611 (item 7) of the Corporations Act so as to permit the issue of Units in Qube to New Qube thus giving New Qube voting rights in 100% of Qube.

Resolution 2 must be passed as an ordinary resolution.

Resolution 3 – Authorisation of termination payment Resolution 3 seeks approval for the financial benefits which are being provided to KFM as part of the Internalisation described in Sections 1.1 and 10.1 and elsewhere in this Booklet. In summary these consist of a termination payment of $40 million (plus GST), to be satisfied by the issue of Shares for an aggregate issue price of $32 million and the payment of the balance in cash. These benefits are to be provided to KFM as compensation for the termination of its management rights for Qube (and accordingly its right to be paid management fees and performance fees by Qube).

Resolution 3 is required under ASX Listing Rules 10.1 and 10.11 and Chapter 2E and Part 5C.7 of the Corporations Act.

Under Listing Rule 10.1, New Qube is restrained from acquiring a substantial asset from, or disposing of a substantial asset to, any person whose relationship with New Qube is such that, in ASX’s opinion, the transaction should be approved by securityholders, without securityholder approval. The termination of the Investment Management Agreement and the payment of the termination payment fall within the scope of this Listing Rule. ASX has advised New Qube that it considers that the relationship between KFM and New Qube is such that the Internalisation should be approved by Unitholders.

Under Listing Rule 10.11, New Qube is restrained from issuing Shares to any person whose relationship with New Qube is such that, in ASX’s opinion, the transaction should be approved by securityholders, without securityholder approval. The issue of Shares under the Internalisation falls within the scope of this Listing Rule. ASX has advised New Qube that it considers that the relationship between KFM and New Qube is such that the issue of Shares to KFM under the Internalisation should be approved by Unitholders.

The information set out below is required to be provided to Unitholders under Listing Rules 10.10 and 10.13:

 The Trust Company will disregard any votes cast on Resolution 3 by The Trust Company, New Qube, KFM or any Associate of The Trust Company, New Qube or KFM. However, The Trust Company will not disregard a vote if:

o it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

o it is cast by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

 The Trust Company engaged the Independent Expert to prepare an Independent Expert's Report expressing an opinion on whether the Internalisation is fair and reasonable to Non Associated Unitholders. The Independent Expert has concluded that the Internalisation is fair and reasonable to Non Associated Unitholders.

The Independent Expert's Report is set out in Appendix 2 to this Booklet. You should read it as part of your assessment of the Internalisation.

 If Resolution 3 is approved, KFM will be issued Shares.

 The number of Shares to be issued will be calculated by dividing $32 million by the volume weighted average price at which Units trade on ASX over the 30 days up to the date of the Unitholder meeting to approve the Restructure, rounded down to the nearest whole Share.

 The Shares will be issued on completion of the Internalisation, expected to be on or about 30 August 2011 and in any event within 1 month of the date of the General Meeting.

 KFM is the investment manager of Qube. ASX has advised New Qube that it considers that the relationship between KFM and New Qube is such that, in ASX’s opinion, the issue of Shares to KFM under the Internalisation should be approved by Unitholders.

 The issue price of the Shares will be the volume weighted average price at which Units trade on ASX over the 30 days up to the date of the Unitholder meeting to approve the Restructure. The Shares to be issued will be fully paid ordinary shares in New Qube and will have the same terms as, and will rank equally with, all other Shares from their date of issue.

 No funds will be raised by the issue of the Shares. The Shares are being issued under the Internalisation as part of the consideration for the termination of the Investment Management Agreement.

Chapter 2E and Part 5C.7 of the Corporations Act prohibit the Responsible Entity from providing a financial benefit out of property of Qube to KFM unless the approval of Unitholders is obtained or the benefit falls within certain exemptions.

KFM is not a related party of The Trust Company however as the investment manager of Qube it is an agent of the Responsible Entity and accordingly within the scope of the prohibition. KFM will:

 continue to be the investment manager of Qube if any of the Corporatisation Resolutions are not approved;

 become the investment manager for New Qube if the Corporatisation Resolutions are approved but the Internalisation Resolution is not approved; and

 cease to be the investment manager for Qube and not become the investment manager for New Qube if all of the Corporatisation Resolutions and the Internalisation Resolution are approved.

The nature of the financial benefits to be provided to KFM is set out in Sections 1.1, 10.1 and 11.4. In summary they consist of a termination payment of $40 million (plus GST), to be satisfied by the issue of Shares for an aggregate issue price of $32 million and the payment of the balance in cash. These

89 benefits are to be provided to KFM as compensation for the termination of its management rights for Qube (and accordingly its right to be paid management fees and performance fees by Qube).

Each of the directors of The Trust Company believes that they are free from any conflict of interest which would preclude them from giving any recommendation to Unitholders in relation to the Internalisation. None of the directors of the Trust Company has an interest in the Internalisation Resolution.

The Trust Company and each of its directors recommend that Unitholders vote in favour of the Internalisation Resolution. See The Trust Company’s letter at the beginning of this Booklet for further information on the basis for The Trust Company’s recommendation.

The impact of the Internalisation on Qube and New Qube is set out in Sections 3.3, 3.5, 3.11, 3.12, 7.3, 7.4, 7.5, 10.1 and 11.4. A valuation of the financial benefit is set out in the Independent Expert’s Report in Appendix 2. The interests of KFM in Qube and in New Qube on completion of the Corporatisation and the Internalisation are set out in Section 9.4. The Internalisation will result in minor dilution of the interests of Unitholders – see Section 3.11.

Resolution 3 must be passed as an ordinary resolution.

Resolution 4 – Issue of Shares to Kawasaki Resolution 4 approves the issue of 72,700,000 Shares to Kawasaki as consideration for the Kawasaki Acquisition.

Under Listing Rule 7.1, Qube is restrained from issuing or agreeing to issue equity securities without Unitholder approval if the number of equity securities would, together with all issues undertaken in the last 12 months without Unitholder approval or pursuant to an exception to Listing Rule 7.1, exceed 15% of the number of equity securities then on issue.

Strictly, Listing Rule 7.1 has no direct application to the issue of Shares in New Qube to Kawasaki as New Qube will be treated as a new listed entity for the purposes of the Listing Rules. However, ASX has indicated that it would treat the issue of these Shares by New Qube as a reduction in the 15% capacity available to New Qube to issue Shares without Shareholder approval under Listing Rule 7.1. ASX has also confirmed that the issue will not be treated as reducing this capacity if Qube Unitholders approve the issue of these Shares as if they were being issued by Qube.

The information set out below is required to be provided to Unitholders under Listing Rule 7.1:

 The number of Shares to be issued to Kawasaki is 72,700,000.

 No cash consideration will be provided by Kawasaki for the issue of the Shares. The issue price will be satisfied by the transfer of shares owned by Kawasaki in K-POAGS, K-AAT and Minto.

 The Shares to be issued will be fully paid ordinary shares in New Qube and will have the same terms as, and will rank equally with, all other Shares from their date of issue.

 The Shares will be issued on completion of the Kawasaki Acquisition, expected to be on or about 31 August 2011 and in any event within 3 months of the date of the General Meeting.

Resolution 4 must be passed as an ordinary resolution.

Resolution 5 – Issue of Shares to WWI Resolution 5 approves the issue of 88 million Shares to WWI as consideration for the WW Acquisition.

Strictly, Listing Rule 7.1 has no direct application to the issue of Shares in New Qube to WWI as New Qube will be treated as a new listed entity for the purposes of the Listing Rules. However, ASX has

90 indicated that it would treat the issue of these Shares by New Qube as a reduction in the 15% capacity available to New Qube to issue Shares without Shareholder approval under Listing Rule 7.1. ASX has also confirmed that the issue will not be treated as reducing this capacity if Qube Unitholders approve the issue of these Shares as if they were being issued by Qube.

The information set out below is required to be provided to Unitholders under Listing Rule 7.1:

 The number of Shares to be issued to WWI is 88,000,000.

 No cash consideration will be provided by WWI for the issue of the Shares. The issue price will be satisfied by the transfer of shares owned by WWI in, and shareholder loans advanced by WWI to K-POAGS, K-NSS, K-AAT and KWAL.

 The Shares to be issued will be fully paid ordinary shares in New Qube and will have the same terms as, and will rank equally with, all other Shares from their date of issue.

 The Shares will be issued on completion of the WW Acquisition, expected to be on or about 31 August 2011 and in any event within 3 months of the date of the General Meeting.

Resolution 5 must be passed as an ordinary resolution.

Resolution 6 – Issue of Shares to Management Sellers Resolution 6 approves the issue of 3,393,576 Shares to the Management Sellers as consideration for the Management Acquisition.

Strictly, Listing Rule 7.1 has no direct application to the issue of Shares in New Qube to the management team as New Qube will be treated as a new listed entity for the purposes of the Listing Rules. However, ASX has indicated that it would treat the issue of these Shares by New Qube as a reduction in the 15% capacity available to New Qube to issue Shares without Shareholder approval under Listing Rule 7.1. ASX has also confirmed that the issue will not be treated as reducing this capacity if Qube Unitholders approve the issue of these Shares as if they were being issued by Qube.

The information set out below is required to be provided to Unitholders under Listing Rule 7.1:

 The number of Shares to be issued is as follows:

o 2,058,936 Shares to Smithwick & Co Pty Limited;

o 349,155 Shares to Diane Margaret Upton; and

o 985,485 Shares to Antony Bruce Power Perkins.

 No cash consideration will be provided by the applicants for the issue of the Shares. The issue price will be satisfied by the transfer of shares owned by the Management Sellers in, and shareholder loans advanced by the Management Sellers to K-POAGS, K-NSS and K-AAT.

 The Shares to be issued will be fully paid ordinary shares in New Qube and will have the same terms as, and will rank equally with, all other Shares from their date of issue.

 The Shares will be issued on completion of the Management Acquisition, expected to be on or about 31 August 2011 and in any event within 3 months of the date of the General Meeting.

Resolution 6 must be passed as an ordinary resolution.

Resolution 7 – Approval of ELTI Resolution 7 authorises New Qube to issue 2,000,000 Shares to Maurice James, the proposed Managing Director of New Qube, under the ELTIP.

Resolution 7 is required under ASX Listing Rule 10.14.

Under ASX Listing Rule 10.14, Qube is restrained from permitting directors of The Trust Company and their associates from acquiring interests in Qube under an employee incentive scheme without Unitholder approval. Strictly, Listing Rule 10.14 has no direct application to the issue of Shares in New Qube to its Directors prior to admission of New Qube to the official list of ASX. However, ASX has indicated that it will apply Listing Rule 10.14 to New Qube such that New Qube is restrained from permitting Directors and their associates from acquiring Shares under the ELTIP without securityholder approval.

The information set out below is required to be provided to Unitholders under Listing Rules 10.14 and 10.15:

 The Shares will be issued to Maurice James, a Director of New Qube.

 The Shares will be issued on the terms of the ELTIP, which are set out in Section 10.4. One third of the Shares will vest on each successive anniversary of the issue of Shares provided Mr James remains an employee of New Qube and achieves the following performance conditions:

o in respect of the tranche of Shares that are scheduled to vest on the first anniversary of issue, a 10% compound annual shareholder return. Annual shareholder return for these purposes will comprise dividends paid together with the increase in the price at which New Qube shares trade on ASX. The share price will be assessed by reference to the 20 trading day VWAP up to the relevant anniversary of issue; and

o in respect of the subsequent tranches of Shares:

. as to 50% of the Shares, a 10% compound annual shareholder return; and

. as to 50% of the Shares, a compound annual increase in earnings per Share of 11%. The base for assessing compliance with this condition will be determined by the Board as at the first anniversary of issue of the Shares, within 3 months of that date.

If the performance condition for a tranche of Shares has not been achieved, that tranche may vest for Mr James’ benefit if the performance criteria are subsequently achieved.

 The maximum number of securities that may be acquired by all persons for whom approval is required is 2,000,000.

 The price at which the Shares will be issued will be the volume weighted average price at which Units trade on ASX over the 20 trading days prior to the date of issue of the Shares.

 There has not been any prior approval to the ELTIP or an issue of Shares under it sought under this Listing Rule.

 All Directors are entitled to participate in the ELTIP. In addition to Maurice James, these are Chris Corrigan and Sam Kaplan. As at the date of this Booklet, it is anticipated that of the current Directors, only Mr James will participate in the ELTIP. Other members of senior management will also be entitled to participate in the ELTIP

 Any votes cast on this Resolution by any director of The Trust Company, any Director or any associate of any director of The Trust Company or any Director will be disregarded.

 New Qube will grant to Maurice James a loan to acquire the Shares. The loan will bear interest in an amount equal to the dividend paid on the Shares (excluding any dividend characterised as a special dividend by the Board). The loan in respect of each Share must be

repaid on the earlier of the date 3 months after the Share vests (subject to extension for up to 2 years), the date 3 months following the termination of employment of Maurice James, the date 5 business days after the Share is sold and the date 5 years and 3 months after the loan is made. The loan is a limited recourse loan with the amount to be repaid limited to the lesser of the principal advanced and the price realised on sale of the Share.

 The Shares will be issued 1 business day after completion of the Internalisation, expected to be on or about 31 August 2011 and in any event within 12 months of the date of the General Meeting.

Resolution 7 must be passed as an ordinary resolution.

If Unitholder approval is not granted to the ELTI, Maurice James will be entitled to receive a cash payment equal to the change in value as if the Shares had been issued with payment restrictions similar to the service and performance conditions set out above.

The ELTI has been approved for the purposes of section 200E of the Corporations Act prior to the date of this Booklet by a resolution by a resolution of the sole member of New Qube.

10.6. Chairman of Unitholders' Meeting In accordance with section 252S of the Corporations Act, The Trust Company proposes to appoint Mr John Atkin, Director of The Trust Company and Chief Executive Officer of The Trust Company Group, to act as chairman of the General Meeting.

11. Material Contracts

The Directors consider that the material contracts described below and elsewhere in this Booklet are the contracts which an investor would reasonably regard as material and which investors and their professional advisers would reasonably expect to find described in this Booklet for the purpose of making an informed assessment of the Restructure.

This report only contains a summary of the material contracts and their substantive terms.

11.1. Implementation Deed The Implementation Deed dated 8 July 2011 is between New Qube, The Trust Company and KFM. It sets out the procedures to be followed to implement the Restructure and related matters. A copy of the Implementation Deed (omitting all schedules other than schedule 3 and schedule 11) is set out in Appendix 4.

In addition to those elements of the Restructure described elsewhere in this Scheme Booklet, the Implementation Deed deals with the following material matters:

Conditions of the Restructure

The Implementation Deed sets out the conditions of the Restructure. See Section 10.2 for details.

Each party to the Implementation Deed must use all reasonable endeavours to ensure that each Condition is fulfilled before 19 August 2011.

Termination

Any party may terminate the Implementation Deed at any time before completion of the Restructure if:

 a Condition relating to the Corporatisation is incapable of fulfilment;

 a Condition relating to the Corporatisation is not satisfied before 8:00 am on 19 August 2011 or such later date which is agreed to by the parties; or

 a Condition relating to the Corporatisation, having been fulfilled, does not remain fulfilled at all times before completion.

Completion Steps

The Implementation Deed sets out the steps which must be undertaken to complete the Restructure. In summary those steps are:

 the agreement between The Trust Company, New Qube and the IOH Transferee for dealing with the Units of Ineligible Overseas Holders in the manner set out in Sections 10.1 and 13.4 must be executed if it has not been entered into before completion;

 The Trust Company, as agent and attorney for each Ineligible Overseas Holder, must transfer all the right, title and interest of and in the Units held by the Ineligible Overseas Holders to the IOH Transferee and The Trust Company must register the IOH Transferee as holder of such Units;

 New Qube must subscribe for 5 Units at a price consistent with the requirements of the Constitution and The Trust Company must issue such Units to New Qube and register New Qube as the holder of these Units;

 The Trust Company must redeem the Units to be redeemed in accordance with the Corporatisation and, as agent and attorney of each Unitholder, agree to accept Shares and be bound by the Constitution of New Qube and New Qube must issue such Shares so that each Unitholder receives one Share for each Unit it holds that is redeemed;

 New Qube must redeem the one redeemable preference share issued on incorporation of New Qube, being the only security issued by New Qube prior to completion of the Corporatisation;

 New Qube must subscribe for one Unit for each Unit that is redeemed and The Trust Company must, in consideration for the payment by New Qube of $1, allot such Units to New Qube and register New Qube as a holder of these Units;

 The Trust Company and New Qube must enter into an investment management agreement providing for the management of Qube by New Qube;

 if the Internalisation Resolution is not passed, The Trust Company, New Qube and KFM must execute the IMA Replacement Deed summarised in Section 11.5 below and perform all of the obligations under that document as set out in that Section; and

 if the Internalisation Resolution is passed, New Qube, The Trust Company, KFM and Kaliwest Pty Limited must execute the IMA Termination Deed discussed in Section 11.4 below and perform all of their obligations under that document as set out in that Section.

Issuing of Holding Statements

New Qube agrees to notify and request the Registry to dispatch holding statements in relation to the issue of Shares to Unitholders pursuant to the terms of the Corporatisation no later than 4 business days after the date of issue of those Shares.

Deregistration of Qube and Change of Trustee

Following completion of the Corporatisation The Trust Company must apply to ASIC to deregister Qube as a registered managed investment scheme.

New Qube must nominate an entity controlled by it to replace The Trust Company as the trustee for Qube with effect from the business day immediately following the date on which Qube ceases to be a registered managed investment scheme and such nominee and The Trust Company must enter into the Deed of Retirement and Appointment of Trustee discussed in Section 11.3.

Warranties

Each party to the Implementation Deed represents and warrants to each other that:

 it has the power to enter into and perform its obligations under the Implementation Deed and (subject to obtaining those approvals and consents expressly contemplated by the Implementation Deed) has obtained all necessary approvals and consents to enable it to do so; and

 the Implementation Deed is valid and binding upon it.

Dealing in Units

For the purposes of establishing who is a Unitholder at the Record Date, the Implementation Deed provides that dealings in Units or any ownership interest in Units will only be recognised provided that:

 in the case of dealings effected on CHESS, the transferee is registered in the register of members of Qube as a holder of the relevant Units by the Record Date; and

 in all other cases, the registrable transmission applications or transfers in respect of those dealings are received on or before the Record Date at the place where the register of members of Qube is kept.

Stamp Duty

The Implementation Deed provides that any stamp duty liability in connection with the steps referred to in connection with the transactions contemplated by the Implementation Deed must be paid by New Qube.

Limitation of Liability

The liability of The Trust Company to pay or satisfy any obligations or liabilities of whatever kind undertaken or incurred by, or devolving upon, The Trust Company under or in respect of the Implementation Deed is limited to the assets of Qube against which The Trust Company is indemnified. This limitation does not apply to the extent that the assets of Qube have been reduced by reasons of fraud, gross negligence or breach of trust by The Trust Company in the performance of its duties as Responsible Entity, in which event The Trust Company may be personally liable.

11.2. Deed Poll

New Qube has entered into a Deed Poll for the purpose of covenanting in favour of Eligible Unitholders at the Record Date to comply with its obligations under the Implementation Deed to do all acts and things as may be necessary or desirable on its part to give effect to the Corporatisation, including to issue the Shares to such Eligible Unitholders of the completion of the Corporatisation in accordance with the Implementation Deed. A copy of this Deed Poll is attached as a schedule to the Implementation Deed set out in Appendix 4.

New Qube's obligations under the Deed Poll are subject to satisfaction or waiver of the Conditions and automatically terminate if the Implementation Deed is terminated in accordance with its terms.

11.3. Deed of Retirement and Appointment of Trustee If the Corporatisation is approved, New Qube is required to nominate an entity controlled by it to replace The Trust Company as trustee of Qube with effect from the business day following the date on which Qube ceases to be a registered managed investment scheme. Such nominee and The Trust Company must enter into the Deed of Retirement and Appointment of Trustee.

Under this Deed, The Trust Company will formally retire as trustee and appoint New Qube's nominee (New Trustee) in its place. The New Trustee will covenant to be bound by the provisions of the Constitution and carry out the obligations of the trustee under the Constitution as if it had originally been a party to it.

The Deed also provides for the release of The Trust Company from all duties, obligations and liabilities under or in connection with Qube arising on and from the date of retirement. The Trust Company will be entitled to any fees or other amounts payable to it up until that date.

With effect from the date of retirement, the New Trustee will indemnify The Trust Company for any liabilities properly incurred by it prior to the date of the retirement to the extent that it would have been entitled to be indemnified for that liability out of the assets of Qube had it remained as trustee of Qube. The New Trustee will also indemnify The Trust Company for any liability of The Trust Company for any capital gains tax or other tax or duty arising from the vesting of the assets of Qube in the New Trustee or for dealing with assets of Qube as directed by the New Trustee.

The Trust Company will indemnify the New Trustee for any liability arising out of the performance of The Trust Company's duties and obligations in relation to Qube prior to the date of retirement to the extent that it would not have had a right of indemnity out of the assets of Qube for those liabilities and would have been liable for them had it remained as trustee of Qube.

11.4. IMA Termination Deed If all of the Restructure Resolutions are approved, Qube, The Trust Company, KFM and Kaliwest Pty Limited and New Qube will enter into the IMA Termination Deed. In addition to those elements of the Internalisation described elsewhere in this Scheme Booklet, the IMA Termination Deed provides for the termination and release of the obligations of the parties under the Investment Management Agreement. In consideration of the termination of its management rights, KFM will be paid $40 million (plus GST). This will be satisfied by the issue of Shares in New Qube for an aggregate issue price of $32 million and the payment of the balance in cash by New Qube. The issue price of each Share, and accordingly the number of Shares to be issued to KFM, will be the volume weighted average price at which Units have traded on ASX over the 30 days up to the date of the General Meeting (including trading on a deferred settlement basis) excluding any Units which are sold other than in the ordinary

96 course of trading on ASX. The Shares to be issued to KFM will not be subject to any escrow or restrictions.

In addition, under the IMA Termination Deed, each of KFM and The Trust Company will release and discharge each other and their related entities from all claims in relation to the Investment Management Agreement and any conduct undertaken by them pursuant to it.

The IMA Termination Deed requires KFM to transfer certain IT equipment and business records used in connection with its management of the investments of Qube. In addition, KFM is required to use reasonable commercial endeavours to transfer any contracts relating to the management of Qube to which it is a party, other than its premises lease. KFM is also obliged to secure the release from employment or engagement of all employees and consultants engaged in the management of Qube that accept an offer to take up employment or engagement with New Qube. New Qube will assume the liability for accrued but untaken leave entitlements of employees. These will not be material amounts.

Finally, KFM is also required to provide certain transitional services, including providing reasonable assistance to New Qube in effecting the transition of the management of the affairs of Qube from KFM to New Qube, for a period of up to 6 months following completion of the Internalisation. KFM is entitled to be paid a fee by New Qube of $41,667 (plus GST) per month for these services.

11.5. IMA Replacement Deed If the Corporatisation is approved but the Internalisation is not approved, Qube, The Trust Company and KFM will enter into the IMA Replacement Deed. Under the IMA Replacement Deed, a new investment management agreement will be entered into between New Qube and KFM in place of the existing Investment Management Agreement between Qube and KFM to accommodate the corporate structure. See Section 11.6 for further details of the new investment management agreement.

In addition to the obligations of New Qube and KFM to enter into a new investment management agreement with New Qube, under the IMA Replacement Deed the existing Investment Management Agreement will be terminated and KFM and The Trust Company will provide mutual releases and discharges of each other and their related entities from all claims of any nature which they may have in connection with the Investment Management Agreement and conduct undertaken pursuant to it. KFM will be entitled to receive all fees payable to it under the Investment Management Agreement in respect of the period up to termination, including any performance fee payable in respect of the financial year ending 30 June 2011.

11.6. New Investment Management Agreement Under the new investment management agreement between New Qube and KFM that will be entered into if the Corporatisation is approved but the Internalisation is not approved, KFM will be appointed as investment manager for New Qube for an initial term ending 16 November 2016 (with an automatic 10 year extension) to manage and invest New Qube’s assets.

Consistent with the current position of Qube, the new investment management agreement does not impose any restrictions on the investment mandate of KFM in any way. KFM will have complete power and discretion in relation to the management of the asset of New Qube including to acquire and dispose of assets for New Qube. New Qube may instruct KFM or vary any decision of KFM in the performance of KFM’s functions, in which circumstances New Qube has the sole responsibility for the consequences of that instruction or variation. However, KFM may complete any transaction already undertaken.

A description of the fees payable to KFM under the current investment management agreement between Qube and KFM is set out in Section 9.1. The fee basis for the new investment management agreement will remain the same however will be calculated by reference to the assets and performance of New Qube, rather than Qube. Subject to the Corporations Act and Listing Rules, KFM may elect that all or part of any fees by way of issue of Shares. To the extent that KFM elects to be

97 issued Shares, the issue price of such Shares is to be the volume weighted average price at which Shares trade on ASX over the 10 business days prior to the date KFM makes its election (excluding any Shares which are sold other than in the ordinary course of trading on ASX).

In addition to the fees, New Qube must pay, out of the assets of New Qube, all taxes, costs, charges and expenses properly incurred by KFM in connection with the investment or management of the assets of New Qube.

Under the new investment management agreement, New Qube will agree to indemnify KFM against any losses or liabilities incurred by KFM in connection with any negligence, default, fraud or dishonesty of New Qube or its agents (except to the extent that any such loss or liability is caused by the negligence, default, fraud or dishonesty of KFM or its agents) and KFM will agree to indemnify New Qube against any losses or liabilities incurred by New Qube in connection with any negligence, default, fraud or dishonesty of KFM or its agents (except to the extent that any such loss or liability is caused by the negligence, default, fraud or dishonesty of New Qube or its agents). New Qube will also be responsible to any broker appointed by KFM in compliance with the terms of the new investment management agreement for all brokerage and other charges arising from any authorised transaction initiated by KFM.

The new investment management agreement gives New Qube certain termination rights including if KFM becomes insolvent or ceases to carry on its investment management business. New Qube may also terminate the new investment management agreement if KFM materially breaches the new investment management agreement and the breach is not remedied within 14 days. New Qube must also terminate the new investment management agreement on 90 days’ written notice if Shareholders pass a special resolution directing New Qube to terminate KFM’s appointment as the manager during the initial term (to 16 November 2016) or by an ordinary resolution in the subsequent 10 year term.

KFM may terminate the new investment management agreement upon 90 days’ written notice to New Qube. Upon termination of the new investment management agreement, KFM is entitled to any accrued but unpaid fees and expenses.

The new investment management agreement between New Qube and KFM is on terms that are effectively the same as those of the existing Investment Management Agreement except for the following:

 The provisions specifically relating to the managed investment scheme structure that Qube currently operates under have been removed or amended as appropriate to accommodate the corporate structure. In particular, provisions specifically relating to the position of the Responsible Entity, its entitlement to fees and its limitation of liability have been removed, as have provisions relating to the engagement of custodians and compliance with a managed investment scheme compliance plan.

 The provisions requiring KFM to comply with the investment objectives, policy and instructions as set out in the Product Disclosure Statement issued in respect of Qube or otherwise agreed with the Responsible Entity and the requirement to comply with the derivatives guidelines issued by the Responsible Entity have been removed. These provisions are no longer relevant as the investment mandate restrictions that originally applied to KFM in respect of Qube have been progressively removed over time since listing of Qube, with all remaining investment mandate limitations being finally removed on completion of the acquisition by Qube of Kaplan Equity Limited on 25 May 2010.

 The benchmark rate used to measure any out-performance for the calculation of any performance fee payable to KFM in each year has been clarified as the average of each Monthly Rate during the relevant year, with the Monthly Rate being the one year swap rate plus 2.5% measured as of the last business day of a month. This is consistent with how the performance fee has been calculated and paid by Qube to date.

 The price at which Shares are to be issued to KFM in the event that it elects to take payment of its fees in Shares has been incorporated into the investment management agreement as under the existing Investment Management Agreement the price is expressed to be that applicable in the Constitution of Qube. The corresponding provisions of the Constitution of

Qube have been incorporated directly into the new investment management agreement to ensure consistency.

If the new investment management agreement is entered into, New Qube will make a copy of the agreement available for inspection at its office.

11.7. WW Purchase Agreement

On 12 April 2011 Qube, its subsidiary Kaplan Equity Limited (KEL), New Qube, WW and WWI entered into a purchase agreement under which Qube and KEL agree to acquire all of WW’s shares in, and shareholder loans advanced to, each of K-POAGS, K-NSS, K-AAT and KWAL.

In consideration for this purchase, New Qube agreed to issue 88 million Shares to WW or as it may direct. WW has directed that these Shares be issued to WWI, a wholly owned investment entity of WW.

Completion of the purchase is conditional on:

(a) completion of the Restructure;

(b) no adverse change in the financial or operating position of Qube or any of its investing entities occurring after the date of the agreement which has not been previously disclosed to WW and which is or will be material to New Qube following implementation of the Restructure and the acquisition; and

(c) all necessary third party consents and approvals including from financiers and lessors to the entities the subject of the investments purchase and their investees.

New Qube has no reason to believe that these conditions will not be satisfied prior to completion of this purchase.

Completion of the purchase will take place on the date 1 business day after completion of the Internalisation.

The number of Shares to be issued to WWI may be adjusted to take account of any dilutive placement or rights issue undertaken for cash by Qube or New Qube prior to completion. New Qube does not anticipate any adjustment under this provision. The number will not be adjusted for the issue of Shares to KFM under the Internalisation.

If Qube pays a cash distribution in respect of the 6 month period ending 30 June 2011 prior to completion, the consideration must be increased by a cash amount equal to the distribution that WWI would have received had WWI been issued 88 million Units (plus any additional Units under the adjustment discussed above) prior to the record date for that distribution.

On completion, WW, KEL and Qube will release each other, their related entities and officers, employees, agents and consultants from any liability under or relating to the shareholders agreements relating to K-POAGS, K-NSS, K-AAT or KWAL.

On completion New Qube will invite a nominee of WW to join the board of New Qube. As of the date of this booklet, WW has not indicated the identity of its nominee. The nominee will be entitled to the benefit of a Director’s Protection Deed in substantially the same form as provided to other Directors of New Qube and to receive the benefit of directors and officers insurance in the ordinary course of business of New Qube.

Each of WW, Qube, KEL and New Qube have provided each other warranties regarding due authorisation and execution of the purchase agreement and, in the case of Qube, compliance with its continuous disclosure obligations under the Listing Rules. WW has also warranted title to the shares and shareholder loans to be purchased by KEL and Qube.

On completion, WW, WWI and New Qube must enter into a restriction agreement on the terms set out in Section 11.8.

11.8. WW Restriction Agreement On completion of the WW Acquisition, WW, WWI and New Qube must enter into a restriction agreement. Under this agreement, WWI undertakes to New Qube not to deal in the restricted shares for a period of 3 years from completion. This restriction applies to 66 million Shares, representing 75% of the Shares to be issued on completion of the WW Purchase Agreement.

The restriction agreement restricts WWI from disposing of, agreeing or offering to dispose of or otherwise undertaking any action which has the effect of transferring effective ownership or control of the restricted shares.

Subject to the following, WWI must not create, agree or offer to create any encumbrance over the restricted Shares. WWI may however grant an encumbrance to a bona fide financier provided the encumbrance is on arms length commercial terms, the financier is a provider of finance that is material to WW or WWI and its associated entities on arms length commercial terms and is not with a related body corporate of WW or any of its associates.

The restrictions will be released if maintenance of the restriction agreement constitutes a breach of any applicable law, those Shares are bought back by New Qube under an equal access buy back, New Qube releases WWI from the restrictions in its absolute discretion or an encumbrance is enforced over the restricted securities.

All restrictions under the agreement will be released in the following circumstances:

(a) any nominee of WWI on the Board of New Qube is removed from or not re-elected to the board by a New Qube shareholder vote and WWI and its Associates have voted all of their New Qube Shares against the removal resolution or in favour of the re-election of that nominee (as applicable);

(b) New Qube is subject to a takeover bid in respect of at least 50% of the issued share capital of New Qube which is recommended by a majority of the directors of New Qube and/or accepted by at least 50% of the issued share capital of New Qube (disregarding the Restricted Shares) or the shareholders of New Qube approve the acquisition of all the New Qube Shares by way of a scheme of arrangement by the requisite majorities. This release is only permitted to enable WWI to accept that takeover offer or transfer Shares under the scheme. If that takeover bid or scheme is withdrawn or lapses for any reason (including non- satisfaction of a defeating condition), the Restricted Shares will again become subject to the restrictions;

(c) New Qube and its investee entities substantially reduce its operation or ownership interests in the automotive, bulk and general stevedoring businesses presently conducted by Qube and its investee entities as at the date of the Purchase Agreement;

(d) there is a material change in the management and/or composition of the board of New Qube which a reasonable person would consider may have a material impact on New Qube’s ability to profitably operate its automotive, bulk and general stevedoring operations;

(e) the aggregate shareholding of KP, its shareholders and entities associated with its shareholders, entities associated with management of New Qube and its investee entities, entities associated with and members of the board of New Qube (excluding WWI, Carlyle and Kawasaki) falls below 5% of the issued capital of New Qube (disregarding any reduction as a result of an issue of new securities);

(f) New Qube issues Shares to a single investor by way of one or more placements during any twelve month period at more than a 30% discount to the volume weighted average price at which New Qube Shares have traded over the 10 trading days prior to the date the agreement to issue the relevant Shares was reached and:

(i) the issues are not made on a pro rata basis to all New Qube shareholders;

(ii) those Shares comprise 5% or more of the post-issue share capital of New Qube; and

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(iii) those Shares are not subject to restrictions on their disposal which are at least as onerous as the restrictions on the disposal of the New Qube Shares set out in the Restriction Agreement (including in respect of the percentage of those shares which are subject to the restrictions, the duration of the restrictions and the circumstances under which the restrictions will not apply); or

(f) there is a material adverse change in the financial circumstances of WW or WWI and WW or WWI determines, acting reasonably, that it is necessary to effect a sale of Restricted Shares to satisfy the requirements of WW’s or WWI’s financiers.

WWI may transfer the restricted securities to another member of the WW group subject to that party agreeing to be bound by the terms of the Restriction Agreement and, if required by New Qube, the Shares are re-transferred if that transferee ceases to be a member of the WW group.

11.9. Kawasaki Purchase Agreement and Restriction Agreement

On 4 July 2011 Qube, its subsidiary KIL Property Investments Limited (KPI), KEL, New Qube and Kawasaki entered into a purchase agreement under which Qube, KEL and KPI agreed to acquire all of Kawasaki’s shares in K-POAGS, K-AAT and Minto.

In consideration for this purchase, New Qube agreed to issue 72,700,000 Shares to Kawasaki or as it may direct. In addition, Kawasaki will receive payment of $14,820,737.77 in respect of shareholder loans previously advanced to K-POAGS and K-AAT.

Completion of the purchase is conditional on:

(a) completion of the Restructure;

(b) satisfaction of the conditions precedent to the WW Acquisition;

(d) no adverse change in the financial or operating position of Qube or any of its investing entities occurring after the date of the agreement which has not been previously disclosed to Kawasaki and which is or will be material to New Qube following implementation of the Restructure and the Acquisitions;

(e) all necessary third party consents and approvals including from financiers and lessors to the entities the subject of the investments purchase and their investees; and

(f) New Qube's constitution having been amended to provide that those of its directors who are to retire by rotation at an annual general meeting are those directors who have been longest in office since their last election, and that directors elected on the same day may agree among themselves which of them must retire or failing agreement must determine this by lot.

New Qube has no reason to believe that these conditions will not be satisfied prior to completion of this purchase.

Completion of the purchase will take place on the date 1 business day after completion of the Internalisation.

The number of Shares to be issued to Kawasaki may be adjusted to take account of any dilutive placement or rights issue undertaken for cash by Qube or New Qube prior to completion. New Qube does not anticipate any adjustment under this provision. The number will not be adjusted for the issue of Shares to KFM under the Internalisation.

If Qube pays a cash distribution in respect of the 6 month period ending 30 June 2011 prior to completion, the consideration must be increased by a cash amount equal to the distribution that Kawasaki would have received had Kawasaki been issued 72.7 million Units (plus any additional Units under the adjustment discussed above) prior to the record date for that distribution.

On completion, Kawasaki, KEL, Qube and KPI will release each other, their related entities and officers, employees, agents and consultants from any liability under or relating to the shareholders agreements relating to K-POAGS and K-AAT.

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On completion New Qube will invite a nominee of Kawasaki to join the board of New Qube. As of the date of this booklet, Kawasaki has not indicated the identity of its nominee. The nominee will be entitled to the benefit of a Director’s Protection Deed in substantially the same form as provided to other Directors of New Qube and to receive the benefit of directors and officers insurance in the ordinary course of business of New Qube.

Each of Kawasaki, Qube, KEL, KPI and New Qube will provide each other warranties regarding due authorisation and execution of the purchase agreement, solvency and, in the case of Qube, compliance with its continuous disclosure obligations under the Listing Rules. Kawasaki will also warrant title to the shares to be purchased by KEL, Qube and KPI.

On completion, Kawasaki must enter into a restriction agreement for a period of 3 years in respect of 75% of the Shares issued to it under the Kawasaki Purchase Agreement. The substantive terms of this agreement are the same as the WW Restriction Agreement.

11.10. Management Purchase Agreements and Restriction Agreements On 1 July 2011 New Qube, Qube, KEL entered into a Purchase Agreement with each of the Management Sellers under which KEL and Qube agree to purchase all of the shares in, and shareholder loans advanced to, K-POAGS, K-NSS and K-AAT by the Management Seller.

The consideration for these purchases is the issue of 3,393,576 Shares to the Management Sellers or as they may direct.

All other substantive terms of these purchase agreements are consistent with the WW purchase agreement except that New Qube will not invite the Management Sellers to appoint a nominee to the Board.

On completion, each Management Seller must enter into a restriction agreement for a period of 3 years in respect of 75% of the Shares issued to it under the Management Purchase Agreement. The substantive terms of this agreement are the same as the WW restriction agreement.

11.11. Maurice James Executive Service Agreement

New Qube has appointed Maurice James as its Managing Director by way of an executive service agreement. The appointment of Mr James is for an unspecified term. Mr James may terminate the appointment with 6 months’ notice. New Qube may terminate the appointment with 12 months’ notice.

The remuneration payable to Mr James comprises base remuneration having a total cost to New Qube of $616,000 per annum and an annual short term incentive bonus payment of up to 50% of the base remuneration as determined by the Board with reference to certain performance benchmarks. Mr James is also entitled to a car parking space, a portable personal computer and a blackberry or comparable device. Subject to the passage of Resolution 6, Mr James will also be granted a loan by New Qube to subscribe for 2,000,000 Shares under New Qube’s ELTIP (see Sections 10.4 and 10.5 for more details). If Unitholder approval is not granted to the ELTI, Maurice James will be entitled to receive a cash payment calculated as if he had been issued the Shares under the ELTIP.

New Qube has agreed to maintain in force a policy of insurance for Mr James against any liability other than a liability referred to in Section 199A of the Corporations Act incurred by Mr James as a director of New Qube or any of its subsidiaries and as a result of facts or circumstances relating to the his service as a director of New Qube or any of its subsidiaries, including a liability for negligence or for Mr James’ costs and expenses incurred in defending proceedings, whether civil or criminal and whatever their outcome.

Mr James has undertaken not to engage in competitive conduct with New Qube for the term of the agreement and for a further period of 1 year.

The contract with Mr James is conditional on the Corporatisation and the Internalisation being completed by 30 September 2011.

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11.12. Director Protection Deeds New Qube has agreed to provide access to board papers and minutes to current and former Directors of New Qube while they are Directors and for a period of 7 years from when they cease to be Directors.

New Qube has agreed to indemnify, to the extent permitted by the Corporations Act, each officer in respect of certain liabilities, which the Director may incur as a result of, or by reason of (whether solely or in part), being or acting as a Director of New Qube.

New Qube has agreed to maintain in force a policy of insurance for each Director against any liability other than a liability referred to in Section 199A of the Corporations Act incurred by the Director as a director of New Qube or any of its subsidiaries and as a result of facts or circumstances relating to the his service as a director of New Qube or any of its subsidiaries, including a liability for negligence or for the Director’ costs and expenses incurred in defending proceedings, whether civil or criminal and whatever their outcome.

11.13. Executive Management Team Agreements New Qube has appointed each of Paul Lewis, David Knight, Michael Jovicic and Stephen Castle, being the members of the executive management team of New Qube referred to in Section 6.3, to their positions by way of executive service agreement.

The appointments are for an unspecified term and may be terminated by either New Qube or the executive on 3 months’ notice.

The remuneration payable to each executive comprises base remuneration and an annual short term incentive bonus payment of up to 50% of the base remuneration as determined by the Board with reference to certain performance benchmarks. Each executive is also entitled to a portable personal computer and a blackberry or comparable device. Each of these executives will also be granted a loan by New Qube to subscribe for new Shares to be issued under New Qube’s ELTIP (see Section 10.4 for more details).

Each executive has undertaken not to engage in competitive conduct with New Qube for the term of the agreement and for a further period of 6 months.

Each contract with the executive is conditional on the Corporatisation and the Internalisation being completed by 30 September 2011.

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12. Comparison of rights attaching to Shares and Units

Below is a comparison, by way of summary, of the rights and liabilities of Unitholders and Shareholders. These rights are found under the Corporations Act, ASX Listing Rules, ASX Settlement Operating Rules, the Constitution of Qube (in the case of Unitholders) and the constitution of New Qube (in the case of Shareholders). This comparison does not purport to be exhaustive of the differences between, or the rights and liabilities attaching to, Units and Shares.

Units Shares

Source of Rights Source of Rights

Unitholder rights are found under the Trust Deed Shareholder rights are found under the New dated 19 October 2006 (as amended and varied Qube Constitution and the Corporations Act. from time to time) (Qube Constitution) and the The New Qube Constitution is also subject to Corporations Act. The Qube Constitution is also the ASX Listing Rules and the ASX Settlement subject to the ASX Listing Rules and the ASX Operating Rules. Settlement Operating Rules.

Voting Voting

Every Resolution at a meeting of Unitholders is Resolutions are decided by a show of hands decided on a show of hands, unless a poll is unless a poll is demanded. demanded. At a general meeting, every Shareholder has At a meeting each Unitholder is entitled to one one vote on a show of hands. On a poll, every vote on a show of hands and, on a poll, one vote Shareholder has one vote for each Share held per Unit (subject to any special rights attaching (subject to the Share being fully paid). to a Unit and the Unit being fully paid). A Shareholder may vote in person, by proxy, or A Unitholder may vote in person or by proxy and by attorney and, in the case of a corporation, by in the case of a body corporate, by authorised representative. representative.

General Meeting General Meeting

Each Unitholder is entitled to receive notice of, Each Shareholder is entitled to receive notice of, and to attend and vote at, general meetings of and to attend and vote at, general meetings of Qube. New Qube. There is no requirement under the Corporations The Corporations Act requires that New Qube Act or the Qube Constitution for Qube to hold hold an annual general meeting at least once in annual general meetings of Unitholders. a calendar year and within five months after the end of its financial year.

Distributions Dividends

The Trust Company may elect to distribute to The Directors of New Qube may determine, Unitholders any amount (capital or income in declare or procure the payment of a dividend as nature) pro rata to the number of Units held. and when permitted by the Corporations Act. Distributions will be paid pro rata to the number Dividends will be paid in proportion to the of Units held. amounts paid on the Shares, subject to any rights or restrictions attached to any Shares.

Issue of further Units Issue of further Shares

Subject to Corporations Act and Listing Rules, Subject to the Corporations Act and the Listing the Trust Company may issue Units or grant Rules, the Directors of New Qube may issue or options to subscribe Units only in accordance allot further Shares or any other form of security with the provisions of the Qube Constitution. in the company, or grant options over unissued shares in the company, on such terms and The Qube Constitution contains provisions, conditions as they think fit. consistent with the Corporations Act, that

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Units Shares regulate the minimum price at which a Unit may The New Qube Constitution does not contain be sold or created. any provisions regulating the price at which Shares may be issued.

Transfer of Units Transfer of Shares

Unitholders may transfer Units in accordance Shareholders may transfer Shares by a proper with the ASX Listing Rules and the ASX transfer effected in accordance with the ASX Settlement Operating Rules. Listing Rules and the ASX Settlement Operating Rules or as otherwise permitted by the In the limited circumstances permitted under the Corporations Act, or as the Directors may ASX Listing Rules, Qube may require a holding otherwise approve. lock to be applied to specified CHESS Approved securities or decline to register a transfer of In the limited circumstances permitted under the Units where permitted to so by the Listing Rules. ASX Listing Rules, the Company may require a holding lock to be applied to specified CHESS Approved securities or decline to register a transfer of Shares when the transfer is not in registrable form. The Directors may decline to register a transfer of shares which are not CHESS Approved securities if the Listing Rules provide or would require that registration of the transfer may or should be refused. If the New Qube Board declines to register a transfer of Shares, New Qube must give the holder of the Shares, or the party lodging the transfer, written notice within 5 business days of the refusal and the reason for refusal.

Non-marketable parcels Non-marketable parcels

The Constitution does not provide specific rights If a Shareholder holds less than a marketable to The Trust Company to buy back Units held by parcel of Shares (as defined in the ASX a Unitholder that are less than a marketable Settlement Operating Rules), New Qube's parcel (as defined in the ASX Settlement Directors may invoke a procedure for the sale or Operating Rules) the buy-back of those Shares. New Qube may invoke the power only once in any 12 month period by notifying the Shareholder of its intention to do so. If the Shareholder tells New Qube that it wishes to retain its Shares, New Qube is not permitted to sell or buy back those Shares.

Winding up Winding up

Unless terminated earlier, Qube continues for Subject to any special or preferential rights and 80 years (less one day) after 19 October 2006 to any restrictions attaching to any Shares or (being the date of this original trust deed). The classes of Shares, Shareholders will be entitled Trust Company may terminate the trust in in a winding up to share in any surplus assets of circumstances contemplated by the New Qube in proportion to the Shares held by Corporations Act. On termination The Trust them, less any amounts which remain unpaid on Company will realise all trust property, pay all these shares at the time of distribution. liabilities of the trust and distribute any net proceeds to Unitholders pro rata to the number of Units held

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Units Shares

Nature of governing body Nature of governing body

The Responsible Entity of Qube is The Trust The Board of Directors is the governing body of Company. The Responsible Entity must, in New Qube. The Directors are subject to duties accordance with the Corporations Act, be a of good faith, care and diligence which are set public company that holds an Australian out in Part 2D.1 of the Corporations Act. financial service licence authorising it to operate a managed investment scheme. The Responsible Entity must act in accordance with Qube's Constitution and Part 5C.2 of the Corporations Act.

Directors Directors

The Trust Company may be replaced as The minimum number of Directors of New Qube Responsible Entity of Qube by an ordinary is three and the maximum is to be fixed by the Resolution of Unitholders in accordance with Directors but may not be more than 10 unless section 601FM of the Corporations Act. Shareholders pass a resolution in general Unitholders have no power to appoint or vote on meeting varying that number. The New Qube the appointment of Directors of The Trust Constitution and Listing Rules provide for Company. periodic compulsory retirement of Directors. Subject to Corporations Act requirements, retiring Directors are eligible for re-election.

Indemnity Indemnity

The Trust Company is entitled to be indemnified New Qube, to the extent permitted by law, out of the trust property for any liability incurred indemnifies each Director or other officer of New by it in properly performing its duties, or Qube (and any person who has previously exercising any of its powers in relation to the served in any such capacity) against any trust, or attempting to do so. The Trust liabilities for costs and charges and expenses Company is not required to do anything for incurred by the person as an officer of New which it does not have a full right of indemnity Qube or a related body corporate of New Qube. out of Qube property available for that purpose. The indemnity includes, to the extent permitted The Qube Constitution limits The Trust by law, liability for legal costs incurred in Company’s liability (when acting in good faith, defending proceedings in which judgment is without negligence, fraud or breach of trust) to given in favour of the director or officer of New any Unitholder or any future Responsible Entity Qube or in which the director or officer of New or any other person, for loss caused by certain Qube is acquitted on a full indemnity basis. specified matters.

Amendment Amendment

Subject to the Corporations Act, The Trust The New Qube Constitution can only be Company may by supplemental deed, make any amended by a special resolution passed by at amendment to the Qube Constitution. The least three quarters of Shareholders present and Corporations Act provides that The Trust voting at a general meeting of New Qube. At Company must seek Unitholder approval, by least 28 days' written notice specifying the special resolution, if a proposed amendment intention to amend the New Qube Constitution would adversely affect Unitholders' rights. by special resolution must be given.

Distribution plan Dividend plan

The Responsible Entity may offer a distribution New Qube's Directors may implement a dividend reinvestment facility. reinvestment plan on the terms they think fit.

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13. Additional information

13.1. Introduction This Section includes additional information that The Trust Company and New Qube consider is material to the decision on how to vote on the Resolutions to be considered at the General Meeting.

13.2. About The Trust Company

The responsible entity of Qube, The Trust Company (RE Services) Limited, is ultimately wholly owned by The Trust Company Limited. The Trust Company Limited is one of the largest trustees in Australia with over 125 years of financial expertise and 55 years of providing corporate trustee services. It employs more than 400 people across Australia, New Zealand and Asia Pacific, and has a market capitalisation in excess of $190 million.

13.3. Summary of New Qube Constitution Set out below is a summary of the material provisions of the New Qube Constitution. This summary does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders. Unitholders should also have regard to Section 12 of this Booklet which contains a summary comparison of rights of Unitholders as compared to rights of Shareholders.

A copy of the New Qube Constitution will be provided free of charge to any Unitholder on request to Qube on (02) 9080 1900 (within Australia) and +61 2 9080 1900 (from outside Australia).

Voting

Resolutions are decided by a show of hands unless a poll is demanded.

At a general meeting, every Shareholder has one vote on a show of hands. On a poll, every Shareholder has one vote for each Share held (subject to the Share being fully paid).

A Shareholder may vote in person or by proxy, attorney and, in the case of a member that is a body corporate, by its representative.

General Meetings

Each Shareholder is entitled to receive notice of and to attend and vote at general meetings of New Qube.

Dividends

The Directors can determine, declare or procure the payment of a dividend as and when permitted by the Act. Dividends will be paid in proportion to the amounts paid on the Shares, subject to any rights or restrictions attached to any Shares.

Issue of further Shares

Subject to the Corporations Act and the Listing Rules, the Directors of New Qube may issue or allot further Shares or any other form of security in the company, or grant options over unissued shares in the company, on such terms and conditions as they think fit.

Transfer of Shares

Shareholders may transfer Shares by a proper transfer effected in accordance with the ASX Settlement Operating Rules and the ASX Listing Rules or as otherwise permitted by the Corporations Act, or as the Directors may otherwise approve.

In the limited circumstances permitted under the ASX Listing Rules, the Company may require a holding lock to be applied to specified CHESS Approved securities or decline to register a transfer of Shares when the transfer is not in registrable form.

The Directors may decline to register a transfer of shares which are not CHESS Approved securities if the Listing Rules provide or would require that registration of the transfer may or should be refused. If

107 the Board declines to register a transfer of Shares, New Qube must give the holder of the Shares, or the party lodging the transfer, written notice within 5 business days of the refusal and the reason for refusal.

Non-marketable Parcels

If a Shareholder holds less than a marketable parcel of Shares (as defined in the ASX Settlement Operating Rules), New Qube’s Directors may invoke the procedure for the sale or the buy-back of those Shares. New Qube may invoke the power only once in any 12 month period by notifying the Shareholder of its intention to do so. If the Shareholder tells New Qube that it wishes to retain Shares, New Qube is not permitted to sell or buy back those shares.

Directors

The minimum number of Directors is 3 and the maximum is to be fixed by the Directors but may not be more than 10 unless Shareholders pass a resolution in general meeting varying that number. The New Qube Constitution provides for the periodic compulsory retirement of Directors. Subject to Corporations Act requirements, retiring Directors are eligible for re-election.

Directors' remuneration

The maximum amount that can be paid to all non-executive Directors by way of remuneration is $675,000 per annum. This amount can only be varied if Shareholders approve the increase by ordinary resolution at a general meeting. If a Director performs extra services or makes special exertions in connection with New Qube, the Directors may arrange for additional remuneration to be paid to that Director, either in addition to or in substitution for the Director's share of the maximum annual amount referred to above that may be paid to Directors.

Indemnity

New Qube, to the extent permitted by law, indemnifies each Director or other officer (and any person who has previously served in any such capacity) of New Qube against any liabilities for costs and expenses incurred by the person as an officer of New Qube or a related body corporate of New Qube.

The Constitution empowers New Qube, to the extent permitted by law, to purchase and maintain insurance or pay or agree to pay a premium for insurance for any person who is or has been a Director or an officer of New Qube or a related body corporate of New Qube.

Amendment

The New Qube Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at a general meeting of New Qube. At least 28 days' written notice specifying the intention to amend the New Qube Constitution by special resolution must be given.

Dividend plans

New Qube’s Directors may implement a dividend reinvestment plan on the terms they think fit.

13.4. Foreign securities laws and Ineligible Overseas Unitholders Restrictions in certain foreign countries make it impractical or unlawful to offer or receive Shares in those countries. This Booklet and any accompanying documents do not constitute an offer or invitation in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation. The distribution of this Booklet and any accompanying documents in jurisdictions outside Australia may be restricted by law and anyone who receives this Booklet and accompanying documents should seek advice on and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Shares or otherwise permit a public offering of such securities in any jurisdiction outside Australia or New Zealand. Unitholders who hold Qube securities on behalf of a beneficial owner resident outside Australia or New Zealand may not forward this Booklet (or accompanying documents) to anyone outside these countries, as this may constitute a breach of foreign securities laws. It is the responsibility of all overseas Unitholders to satisfy

108 themselves as to the full observance of the laws of the relevant jurisdiction in connection with the Corporatisation, including obtaining any government approval, exchange control or other consents which may be required, or the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdiction.

Units of Ineligible Overseas Holders will be transferred at 4:00 pm on the Record Date to the IOH Transferee. The IOH Transferee as nominee for those Ineligible Overseas Holders will become the registered holder of those Units. The IOH Transferee will then be issued Shares in the same manner as other Unitholders under the Corporatisation. The IOH Transferee will proceed to sell all Shares issued to it on-market in such manner as it considers appropriate within 15 Business Days of commencement of quotation of the Shares.

Ineligible Overseas Holders will receive consideration for such a transfer of an amount for each Unit transferred to the IOH Transferee, which is equivalent to the proceeds realised by the IOH Transferee from the sale of all such Shares issued in exchange for the Units transferred to the IOH Transferee, less transaction costs, divided by the total number of such Shares.

The sale price for the Shares and the proceeds of sale that Ineligible Overseas Holders will receive cannot be guaranteed. The proceeds of sale from the IOH Transferee will not necessarily be the highest price at which Shares can be sold in the relevant period. The sale process will be conducted having regard to a range of factors including:

 the number of Shares that are to be sold the IOH Transferee. If a large number of Shares are to be sold, the sale price for those Shares may be lower;

 the prevailing market conditions including the price of Shares on ASX and the demand for Shares offered by the IOH Transferee;

 the need to maintain an orderly market for Shares; and

 the period during which the sale process is undertaken.

As an alternative to participating in the sale by the IOH Transferee, Unitholders who expect to be Ineligible Overseas Securities at the Record Date may choose to sell their Units on-market prior to the last day of trading of Units before the Corporatisation takes effect.

There are a number of differences between selling Units on-market and participating via the IOH Transferee, including:

 the price may be higher or lower;

 under the IOH Transferee process, Ineligible Overseas Holders have no control over the proceeds of sale they will receive;

 Ineligible Overseas Holders will need to wait until the sale process to be undertaken by the IOH Transferee is completed before they receive their proceeds of sale; and

 transfers and sales by the IOH Transferee will only occur if the Corporatisation is implemented.

ASIC has given relief necessary to allow the interests of Ineligible Overseas Holders to be dealt with in this manner.

13.5. Litigation None of Qube or any of its investees or New Qube is or has been, during the 12 months preceding the date of this Booklet, involved in any legal or arbitration proceedings which have had a significant effect on the financial position of Qube or New Qube. As far as the Directors are aware, no such proceedings are threatened against any of Qube or any of its investees or New Qube.

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13.6. Dividend reinvestment plan

New Qube proposes to implement a dividend reinvestment plan (Plan). The terms of the Plan are summarised below:

Eligible Members

Shareholders who may participate in the Plan comprise Shareholders:

 whose address, as it appears in the register of members of New Qube, is situated in Australia; or

 whose address, as it appears in the register of members of New Qube, is situated outside Australia and who have produced to New Qube such evidence as New Qube may require to satisfy New Qube that any necessary approvals of any government or governmental authority in relation to participation in the Plan have been obtained and that such participation is not contrary to any applicable laws of Australia or any other relevant jurisdiction.

Application

Eligible members may elect to participate in the Plan in respect of all or part of their Shares which will comprise that member’s Plan Shares. The Directors may in their absolute discretion accept or refuse any application to participate.

Subscription Price

Shares allotted to participants will be allotted at the volume weighted average market price of Shares sold on the ASX over the 10 trading days from and excluding the record date for the relevant dividend discounted by 2.5% or such other amount determined by the Directors up to a maximum discount of 10%.

Investment of Dividends

In respect of each cash dividend from time to time due and payable to a participant in respect of the member’s Plan Shares, the Directors will on behalf of and in the name of the participant subscribe for Shares being the maximum number of Shares which could be acquired by subscription by the application of that participant’s entitlement to dividends in respect of the Plan Shares to the subscription for Shares at the subscription price.

Ranking of Shares

All Shares allotted and issued under the Plan will rank equally in all respects with existing Shares.

ASX Listing

New Qube will make application promptly after each allotment of Shares for quotation of such Shares on the official list of the ASX.

Variation or Termination of Participation

A participant may apply to increase or decrease the number of Plan Shares which New Qube may in its absolute discretion approve or refuse. A participant may at any time terminate participation in the Plan by notice in writing to New Qube.

13.7. ASIC modifications

ASIC has granted the following relief from and modifications to the Corporations Act in respect of the Restructure and the Booklet:

 relief from section 601FC(1)(d) of the Corporations Act to enable The Trust Company to treat the Ineligible Overseas Holders and New Qube (in respect of the five Units to be issued to it) in the way described in this Booklet on the condition that The Trust Company considers it would be in the best interests of Unitholders and not unfair to the Ineligible Overseas Holders

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to transfer their Units to the IOH Transferee and the Ineligible Overseas Holdings receive the consideration which is referred to in Section 10.1;

 certain relief from Chapter 6D of the Corporations Act to enable Shares to be issued to Unitholders without the Unitholders receiving or completing an application form in respect of the Shares to be issued and to permit advertisements and publications to be made without reference to an application form;

 a modification to Section 611 Item 7 of the Corporations Act to enable all members of Qube (other than New Qube and its Associates) to vote on Resolution 2;

 relief from Chapter 5C of the Corporations Act to enable the redemption of Units as part of the Corporatisation notwithstanding that Qube is not a liquid managed investment scheme;

 relief from Section 601ED and Divisions 2 to 5 of Part 7.9 of the Corporations Act to enable the Units of Ineligible Overseas Holders to be sold and the proceeds of sale distributed to Ineligible Overseas Holders as contemplated in Section 10.1 and without requiring registration of the sale facility as a managed investment scheme or disclosure in the form of a product disclosure statement and relief from the requirement to hold an Australian Financial Services Licence for the provision of the financial services consisting of dealing in an interest in the sale facility and the provision of general advice in relation to an interest in the sale facility; and

 a modification to Section 707 of the Corporations Act to enable the Shares to be issued to KFM pursuant to the Internalisation and the Shares issued to WWI, Kawasaki and the Management Sellers pursuant to the Acquisitions to be offered for sale within 12 months following the date of their issue without requiring further disclosure under Chapter 6D of the Corporations Act.

13.8. ASX Listing Rule waivers and exemptions The Trust Company and New Qube made application to ASX for in principle approval in relation to a number of ASX Listing Rule matters which are associated with the Restructure, the Acquisitions, the ELTI and the admission of New Qube to the Official List of ASX.

ASX has advised New Qube that it would be likely to do each of the following:

 grant New Qube a waiver from Listing Rule 1.1 condition 8 to allow New Qube to be admitted to the official list of ASX without satisfying the profits test or the assets test on the condition that New Qube satisfies Listing Rules 12.1 and 12.2 at the time it is admitted to the official list;

 grant New Qube a waiver from Listing Rule 7.1 to allow it to treat the issues of securities made by New Qube on implementation of the Acquisitions with approval of Qube members under Listing Rule 7.1 as issues of securities made with approval of New Qube shareholders under Listing Rule 7.1;

 grant New Qube a waiver from Listing Rule 10.11 to allow it to treat the issue of securities made by New Qube to KFM on implementation of the Internalisation with approval of Qube members under Listing Rule 10.11 as an issue of securities made with approval of New Qube shareholders under Listing Rule 10.11; and

 grant New Qube a waiver from Listing Rule 10.14 to allow it to rely on an approval of holders of ordinary securities in Qube as an approval of holders of ordinary securities in New Qube.

ASX has also advised The Trust Company that it does not require Qube to obtain security holder approval to the Corporatisation or the Internalisation under Listing Rule 11.1.2 and that the New Qube Shares to be issued to KFM under the Internalisation will not be restricted securities.

13.9. Voting Exclusion Statements

Voting restrictions and exclusions in respect of the Resolutions are set out below for each Resolution.

In accordance with the Corporations Act and the ASX Listing Rules, The Trust Company will disregard any votes cast on:

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 Resolutions 1 and 2 by The Trust Company, New Qube, KFM or any Associate of The Trust Company or New Qube;

 Resolution 3 by The Trust Company, New Qube, KFM or any Associate of The Trust Company, New Qube or KFM;

 Resolution 4 by Kawasaki or any Associate of Kawasaki;

 Resolution 5 by WW, WWI or any Associate of WW or WWI;

 Resolution 6 by any of Smithwick & Co Pty Limited, Diane Margaret Upton and Antony Bruce Power Perkins or any of their Associates;

 Resolution 7 by the Directors, the directors of The Trust Company or any Associate of the Directors or the directors of The Trust Company.

However, The Trust Company will not disregard a vote if:

 it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

 it is cast by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

13.10. Trading in Units

In the 12 months to 4 July 2011, Units have traded at as high of $1.855 (on 14 April 2011) and a low of $0.775 (on 6 July 2010). The volume weighted average price at which Units have traded in this period was $1.369.

In the 3 months to 4 July 2011, Units have traded at as high of $1.855 (on 14 April 2011) and a low of $1.445 (on 20 June 2011). The volume weighted average price at which Units have traded in this period was $1.653.

See Section 3.6 of the Independent Expert’s Report for further trading information for Units.

13.11. Qube is a disclosing entity As a registered managed investment scheme listed on the ASX and a "disclosing entity" under the Corporations Act, Qube is subject to regular reporting and disclosure obligations which require it to announce price sensitive information as soon as it becomes aware of that information. Qube’s most recent announcements are available from its website.

Further announcements concerning New Qube will be made available on the website after the date of this Booklet.

ASX maintains files containing publicly available information about entities listed on their exchange. Qube’s files are available for inspection from ASX during normal business hours and are available on the website at www.asx.com.au.

Qube is required to lodge various documents with ASIC. Copies of documents lodged with ASIC by Qube may be obtained, or inspected at, ASIC offices.

The following documents are available for inspection by Unitholders free of charge prior to the General Meeting during normal business hours at Level 22, 44 Market Street, Sydney NSW:

 Constitution of Qube;

 Constitution of New Qube;

 Qube’s annual reports for the period from 8 November 2006 to 30 June 2007 and the financial years ended 30 June 2008, 30 June 2009 and 30 June 2010;

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 Qube’s interim reports for the 6 month periods ended 31 December 2007, 31 December 2008, 31 December 2009 and 31 December 2010;

 Qube’s public announcements.

The annual and interim reports and public announcements are also available at ASX’s website at www.asx.com.au.

13.12. Application for listing of Shares Within 7 days of the date of this Booklet, New Qube will apply to ASX for admission to the Official List and quotation of the Shares on the exchange operated by ASX. New Qube will, in connection with that application, seek the waivers from the ASX Listing Rules which are referred to in Section 13.8.

13.13. CHESS New Qube will apply to participate in the Clearing House Electronic Subregister System, known as CHESS, pursuant to the ASX Listing Rules.

No certificates will be issued in respect of the Shares. Following allotment, Shareholders will be sent holding statements which sets out the number of Shares. It is the responsibility of each Shareholder to confirm their holding before trading in their Shares. Shareholders who sell Shares before they receive their holding statements do so at their own risk. New Qube disclaims all liability, whether in negligence or otherwise, to persons who trade their Shares before receiving their holding statement.

13.14. Ownership restrictions on Shares

The sale and purchase of Shares is regulated by a number of laws that restrict the level of ownership or control by any one person (either alone or in combination with others). This Section contains a general description of these laws.

Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA)

Generally, the FATA applies to acquisitions of shares and voting rights in a company of 15% or more by a single foreign person and its associates (substantial interest), or 40% or more by two or more unassociated foreign persons and their associates (aggregate substantial interest). Where an acquisition of a substantial interest meets certain criteria, the acquisition may not occur unless notice of it has been given to the Federal Treasurer and he has either stated that there is no objection to the proposed acquisition in terms of the Federal government's "Foreign Investment Policy" or a statutory period has expired without an objection from the Treasurer. An acquisition of a substantial interest or an aggregate substantial interest meeting certain criteria may also lead to divestment orders unless a process of notification, and either a statement of non-objection or expiry of a statutory period without objection, has occurred.

Corporations Act 2001 (Cth)

The takeover provisions in Chapter 6 of the Corporations Act restrict acquisitions of shares in listed companies, and unlisted companies with more than 50 members, if the acquirer's (or another party's) voting rights would increase to above 20%, or would increase from a starting point that is above 20% and below 90%, unless certain gateways and exemptions are used. This restriction does not apply to the initial issue of Shares in accordance with the Restructure.

13.15. Matters Relevant to the Directors Except as set out in this Booklet, there are no interests that exist at the date of this Booklet and there were no interests that existed within 2 years before the date of this Booklet that are or were interests of a Director or a proposed Director in the promotion of New Qube or in any property proposed to be acquired by New Qube in connection with its formation or promotion or the deemed offer of Shares under this Booklet. Further, except as set out in this Booklet, there have been no amounts paid or agreed to be paid to a Director in cash, Shares, Units or otherwise by any persons either to induce him to become or qualify him as a Director or otherwise for services rendered by him in connection with the promotion or formation of New Qube.

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13.16. Remuneration of Directors Under New Qube’s constitution, each Director may be paid remuneration for ordinary services performed as a Director.

The maximum amount of remuneration that may be paid to non-executive Directors is set at $675,000 per annum. This remuneration may be divided among the non-executive Directors in such fashion as the Board may decide.

Under the ASX Listing Rules, the maximum fees payable to Directors may not be increased without prior approval from New Qube at a general meeting. The notice convening the meeting must include the amount of the proposed increase and the maximum sum that may be paid. Directors will seek approval from time to time in relation to fees as they think appropriate.

The Directors may also be paid all travelling and other expenses properly incurred by them in attending meetings of the Directors or any committee of Directors or general meetings of the Company or otherwise in connection with the business or affairs of New Qube or its subsidiaries.

In addition, any Director who is called on to perform extra services or makes any special exertions for the benefit of New Qube may be paid out of the property of New Qube such special and additional remuneration (not including a commission on or percentage of profits or operating revenue or turnover) as the Directors think fit having regard to the value to New Qube of the extra services or special exertions.

13.17. Related party transactions As at the date of this Booklet, New Qube is a party to the following transactions with related parties and future related parties:

 each Director is entitled to receive remuneration as disclosed in Section 13.16.

 each Director has entered into a director protection deed with New Qube. See Section 11.7 for details.

 Maurice James has entered into an executive service agreement with New Qube on the terms disclosed in Section 11.11.

 Sam Kaplan and Chris Corrigan hold indirect equity interests in KFM and may receive a financial benefit from the Internalisation.

Further, while KFM is not a current or future related party of New Qube, it will:

 become the investment manager of New Qube (and entitled to receive management and performance fees in that capacity) if the Corporatisation is approved and the Internalisation is not approved (see Section 11.5); and

 be entitled to be issued Shares in New Qube if both the Corporatisation and the Internalisation are approved (see Sections 3.3, 3.5, 3.8, 3.9, 3.11 and 11.4).

13.18. Independent advice Unitholders should consult their legal, financial, taxation or other professional adviser if they have any queries regarding:

 the Restructure, the Acquisitions or the ELTI;

 the taxation implication for them if the Restructure is implemented;

 any other aspects of this Booklet.

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13.19. Consents and Responsibility Statements

Watson Mangioni Lawyers Pty Limited has given, and before lodgement of this Booklet has not withdrawn, its written consent to be named as solicitors to the Restructure in the form and context in which it is so named.

Watson Mangioni Lawyers Pty Limited has only been involved in the preparation of that part of this Booklet where they are named as solicitors to the Restructure. Watson Mangioni Lawyers Pty Limited specifically disclaims liability to any person in the event of any omission from, or any false or misleading statement included elsewhere in this Booklet. While Watson Mangioni Lawyers Pty Limited has provided advice to the Directors in relation to the issue of this Booklet, Watson Mangioni Lawyers Pty Limited has not authorised or caused the issue of this Booklet and takes no responsibility for its contents.

Deloitte Corporate Finance Pty Limited has given, and before lodgement of this Booklet has not withdrawn, its written consent to being named in this Booklet as independent expert in the form and context in which it is so named and the inclusion of its independent expert’s report in the form and context in which it appears in this Booklet.

Deloitte Corporate Finance Pty Limited has not been involved in the preparation of any part of this Booklet (other than its independent expert’s report) and specifically disclaims liability to any person in the event of omission from, or a false or misleading statement included in this Booklet except in its independent expert’s report. Deloitte Corporate Finance Pty Limited has not authorised or caused the issue of this Booklet and takes no responsibility for its contents except its independent expert’s report.

PricewaterhouseCoopers Securities Ltd has given, and before lodgement of this Booklet has not withdrawn, its written consent to being named in this Booklet as investigating accountant in the form and context in which it is so named and the inclusion of its investigating accountant report in the form and context in which it appears in this Booklet.

PricewaterhouseCoopers Securities Ltd has not been involved in the preparation of any part of this Booklet (other than its investigating accountant report) and specifically disclaims liability to any person in the event of omission from, or a false or misleading statement included in this Booklet except in its investigating accountant report. PricewaterhouseCoopers Securities Ltd has not authorised or caused the issue of this Booklet and takes no responsibility for its contents except its investigating accountant report.

PricewaterhouseCoopers has given, and before lodgement of this Booklet has not withdrawn, its written consent to being named in this Booklet as tax expert in the form and context in which it is so named and the inclusion of its tax report in the form and context in which it appears in this Booklet.

PricewaterhouseCoopers has given, and before lodgement of the this Booklet has not withdrawn, its written consent to being named in this Prospectus as auditor to Qube, New Qube, POTA and POAGS in the form and context in which it is so named and reference to the audited accounts of Qube, POTA and POAGS.

PricewaterhouseCoopers has not been involved in the preparation of any part of this Booklet (other than its tax report) and specifically disclaims liability to any person in the event of omission from, or a false or misleading statement included in this Booklet except in its tax report. PricewaterhouseCoopers has not authorised or caused the issue of this Booklet and takes no responsibility for its contents except its tax report.

13.20. Interests of Experts Other than as set out below or elsewhere in this Booklet, no expert nor any firm in which such expert is a partner or employee has any interest in the promotion of or any property proposed to be acquired by New Qube.

Watson Mangioni Lawyers Pty Limited have acted as solicitors to the Restructure and have performed work in relation to drafting certain of the material contracts, preparing the due diligence program and performing due diligence enquiries on legal matters. In respect of this work, New Qube estimates that it will pay amounts totalling approximately $350,000 (including GST, service fees and disbursements) to Watson Mangioni Lawyers Pty Limited.

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Deloitte Corporate Finance Pty Limited has prepared the independent expert’s report included in this Booklet. In respect of this work, New Qube estimates it will pay up to $230,000 (including GST and disbursements) to Deloitte Corporate Finance Pty Limited.

PricewaterhouseCoopers has prepared the tax report included in this Booklet. In respect of this work, New Qube estimates it will pay up to $290,000 (including GST and disbursements) to PricewaterhouseCoopers.

PricewaterhouseCoopers Securities Ltd has prepared the investigating accountant's report included in this Booklet. In respect of this work, New Qube estimates it will pay up to $250,000 (including GST and disbursements) to PricewaterhouseCoopers Securities Ltd.

13.21. Other Material Information

The Trust Company and New Qube will issue a supplementary document to this Booklet if it becomes aware of any of the following between the date of despatch of this Booklet and the date of the General Meeting:

 a material statement in this Booklet is false or misleading in a material respect;

 a material omission from this Booklet;

 a significant change affecting a matter included in this Booklet; or

 a significant new matter has arisen and it would have been required to be included in this Booklet if it had arisen before the date of lodgement of this Booklet for registration by ASIC.

Depending on the nature and timing of the changed circumstances and subject to obtaining any relevant approvals, The Trust Company and New Qube may circulate and publish any supplementary document by:

 making an announcement to ASX; and/or

 placing an advertisement in a prominently published newspaper which is circulated generally throughout Australia; and/or

 posting the supplementary document to Unitholders at their registered address as shown in the register of Unitholders; and/or

 posting a statement on Qube’s corporate website, as The Trust Company and New Qube in their absolute discretion consider appropriate.

13.22. Approval of the Booklet

Each of the directors of The Trust Company has consented to the lodgement of this Booklet.

Each of the Directors of New Qube has consented to the lodgement of this Booklet.

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14. Glossary

The following terms used in this Booklet (including the Notice of Meeting in Appendix 1 to this Booklet) have the meanings given to them below, unless the context otherwise requires.

AAT the Australian Amalgamated Terminals business of owning and managing infrastructure used by general stevedores conducted by Australian Amalgamated Terminals Pty Limited

Acquisition Resolutions the Resolutions relevant to the Acquisitions, being Resolution 4 – 6 Acquisitions the WW Acquisition, the Kawasaki Acquisition and the Management Acquisition

ABGS the Automotive, Bulk and General Stevedoring division comprising Qube’s interests in the POAGS, NSS, AAT and Prixcar businesses

ASIC Australian Securities & Investment Commission

Associate has the meaning given in the Corporations Act

ASX ASX Limited (ACN 008 624 691) or, as the context requires, the financial market conduct by it

Board the Directors of New Qube

Booklet this booklet including the Notice of Meeting, the Independent Expert's Report and Tax Report and remaining material which operates both as an explanatory memorandum and prospectus for the purposes of the Corporations Act.

Carlyle Carlyle Infrastructure Partners LP through its nominee Merrill Lynch (Australia) Nominees Pty Limited

Company Qube Logistics Holdings Limited (ACN 149 723 053)

Condition A condition to completion of the Corporatisation

Conditions Date 19 August 2011 Corporations Act the Corporations Act 2001 (Cth)

Corporatisation the interposition of New Qube between Qube and Unitholders to be effected by the issue of Units to New Qube and Shares to Eligible Unitholders on the Record Date and the redemption of all Units on issue on the Record Date other than those held by New Qube

Corporatisation the Resolutions relevant to the Corporatisation, being Resolution 1 Resolutions and Resolution 2

Director a director of New Qube DP World DP World Australia (POSN) Pty Ltd (ACN 129 842 057)

Eligible Unitholder a Unitholder that is not an Ineligible Overseas Holder

ELTI the issue of Shares to Maurice James, proposed Managing Director of New Qube, under the ELTIP

ELTIP New Qube’s executive long-term incentive plan

ELTI Resolution the Resolution relevant to the ELTI, being Resolution 7 General Meeting the meeting of Unitholders to be convened in respect of the Restructure on Thursday, 18 August 2011. The notice convening the General Meeting is contained in Appendix 1 of this Booklet

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Independent Expert Deloitte Corporate Finance Pty Limited (ACN 003 833 127)

Independent Expert's the report of the Independent Expert expressing an opinion on each Report of the Corporatisation and the Internalisation. The Independent Expert's Report is set out in Appendix 2 of this Booklet

Ineligible Overseas Holder a Unitholder who at 4.00 pm on the Record Date has a registered address which is outside Australia and its external territories or New Zealand, unless The Trust Company and New Qube are satisfied that New Qube is not prevented from lawfully issuing Shares to such Unitholders, either unconditionally or after compliance with such conditions as The Trust Company and New Qube regard as acceptable

IOH Transferee CCZ Statton Equities Pty Limited (ACN 104 843 370) Internalisation the termination of the Investment Management Agreement in consideration for a payment of $40 million (plus GST) to KFM to be satisfied by the issue of Shares for an aggregate issue price of $32 million and the payment of the balance in cash to KFM

Internalisation Resolution the Resolution relevant to the Internalisation, being Resolution 3 Investment Management the investment management agreement between KFM and Qube Agreement dated on or about 17 November 2006

Kawasaki Kawasaki (Australia) Pty Limited (ACN 000 748 621) Kawasaki Acquisition the acquisition of all shares held by Kawasaki in, and (where relevant) shareholder loans advanced by Kawasaki to, each of K-POAGS, K-AAT and Minto

KFM Kaplan Funds Management Pty Limited (ACN 079 218 643), the investment manager of Qube

KP Kaplan Partners Pty Limited (ACN 079 297 706), the holding company of KFM

Landside Logistics the Landside Logistics division comprising Qube’s interests in the POTA business

Listing Rules the Listing Rules of ASX

Management Acquisition the acquisition of all shares held by the Management Sellers in, and shareholder loans advanced by them to, each of K-POAGS, K-AAT and K-NSS

Management Sellers Smithwick & Co Pty Limited, Diane Margaret Upton and Antony Bruce Power Perkins

Minto Minto Properties Pty Limited which owns a strategic property at Minto

MIPT the Moorebank Industrial Property Trust which owns a strategic property for a future inland terminal at Moorebank, Sydney

NAV the net asset backing of Units determined in accordance with the Listing Rules

New Qube Qube Logistics Holdings Limited (ACN 149 723 053)

Non Associated Unitholder Unitholders other than The Trust Company, KFM and their Associates

Notice of Meeting the notice for the General Meeting dated 12 July 2011, as set out in Appendix 1 of this Booklet

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NSS the business of general stevedoring conducted in North Queensland by Northern Stevedoring Services Pty Limited

POAGS the business of stevedoring of vehicles, bulk and break bulk conducted by POAGS Pty Limited and its controlled entities

POTA the P&O Trans Australia landside logistics business conducted by POTA Holdings Pty Limited and its controlled entities

Prixcar the business of supplying services to manufacturers, importers and exporters of motor vehicles conducted by Prixcar Services Pty Limited

Prescribed Event the occurrence of any of the following: (a) Qube disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property; (b) Qube or any of its controlled entities resolving that it be wound up; (c) a liquidator, provisional liquidator or administrator of Qube or any of its controlled entities being appointed; (d) the making of an order by a court for the winding up of any controlled entity of Qube; (e) any controlled entity of Qube executing a deed of company arrangement; or (f) a receiver, or a receiver and manager, in relation to the whole, or a substantial part, of the property of Qube or any of its controlled entities being appointed.

PwC PricewaterhouseCoopers

Qube Qube Logistics (ARSN 122 556 441)

Record Date 7:00 pm (Sydney time) on 29 August 2011 Registry Computershare Investor Services Pty Limited (ACN 078 279 277)

Resolutions the resolutions set out in the Notice of Meeting

Responsible Entity the responsible entity of Qube from time to time, being currently The Trust Company

Restructure the Corporatisation and, if also approved, the Internalisation

Restructure Resolutions the Corporatisation Resolutions and the Internalisation Resolution Share an ordinary share in the capital of New Qube

Shareholder a registered holder of Shares

Strategic Development the Strategic Development Assets of Qube comprising Qube’s Assets interests in MIPT and Minto Tax Report the report of PwC regarding taxation issues. The Tax Report is set out in Appendix 3 of this Booklet

The Trust Company The Trust Company (RE Services) Limited (ACN 003 278 831) as the responsible entity of Qube

Unitholder a registered holder of Units

Unit an ordinary unit in Qube WW Wilh. Wilhelmsen Holding ASA (Reg No 995 277 905)

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WW Acquisition the acquisition of all shares held by WW in, and shareholder loans advanced by WW to, each of K-POAGS, K-AAT, K-NSS and KWAL

WWI Wilh.Wilhelmsen Holding Invest AS (Reg No 896 616 692)

Appendix 1 – Notice of General Meeting

Qube Logistics (ARSN 122 556 441)

Notice of Meeting for the General Meeting of Unitholders To be held at 10:00 am (Sydney time) on Thursday, 18 August 2011 at The Grace Hotel, Level 2, 77 York St, Sydney NSW 2000

IMPORTANT INFORMATION This is an important document that should be read in its entirety. This Notice of Meeting is an appendix to an Explanatory Memorandum. An Independent Expert's Report is also an appendix to the Explanatory Memorandum. The Explanatory Memorandum and its appendices have been prepared to assist Unitholders in determining whether or not to vote in favour of the Resolutions set out in this Notice of Meeting. The Explanatory Memorandum and its appendices should be read in conjunction with this Notice of Meeting.

You are encouraged to attend the General Meeting, but if you cannot, you are requested to complete and return the enclosed proxy form without delay: by post to the Registry:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia by fax to the Registry on:

1800 783 447 from within Australia, or +61 3 9473 2555 from outside Australia.

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The business of the General Meeting is to consider the following proposed resolutions.

1. Amendments to Constitution

To consider and, if thought fit, to pass the following resolution as a special resolution:

“That the amendment of the Constitution on the terms set out in the Constitution Amendment Deed and otherwise on the terms described in this Booklet is authorised.”

Without limitation, section 601GC(1) of the Corporations Act is relevant to this Resolution.

2. Acquisition of Units by New Qube

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the acquisition by New Qube of all of the Units of Qube on the terms described in this Booklet is approved.”

Without limitation, section 611 exception 7 of the Corporations Act is relevant to this Resolution.

3. Authorisation of termination payment

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That approval is given for the termination of the IMA in consideration for the payment of $40 million (plus GST), to be satisfied by the issue of New Qube Shares for an aggregate issue price of $32 million and the payment of the balance in cash, on the terms set out in the IMA Termination Deed and otherwise on the terms described in this Booklet."

Without limitation, section 208 of the Corporations Act and Listing Rules 10.1 and 10.11 are relevant to this Resolution.

4. Issue of Shares to Kawasaki

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That the issue of 72,700,000 Shares to Kawasaki (Australia) Pty Limited on the terms described in this Booklet is approved."

Without limitation, Listing Rule 7.1 is relevant to this Resolution.

5. Issue of Shares to WWI

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That the issue of 88,000,000 Shares to Wilh. Wilhelmsen Holding Invest AS on the terms described in this Booklet is approved."

Without limitation, Listing Rule 7.1 is relevant to this Resolution.

6. Issue of Shares to Management Sellers

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That the issue of:

(a) 2,058,936 Shares to Smithwick & Co Pty Limited;

(b) 349,155 Shares to Diane Margaret Upton;

on the terms described in this Booklet is approved."

Without limitation, Listing Rule 7.1 is relevant to this Resolution.

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7. Approval of ELTI

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That the issue of 2,000,000 Shares to Maurice James on the terms described in this Booklet is approved."

Without limitation, Listing Rule 10.14 is relevant to this Resolution.

Explanatory Memorandum

Unitholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.

Entitlement to vote

The directors of The Trust Company have decided that for the purpose of determining entitlements to attend and vote at the General Meeting, Units will be taken to be held by the persons who are the registered holders at 7:00 pm (Sydney time) on Tuesday, 16 August 2011. Accordingly, Unit transfers registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

Voting restrictions and exclusions in respect of the Resolutions are set out below for each Resolution.

In accordance with the Corporations Act and the ASX Listing Rules, The Trust Company will disregard any votes cast on:

 Resolutions 1 and 2 by The Trust Company, New Qube, KFM or any Associate of The Trust Company or New Qube;

 Resolution 3 by The Trust Company, New Qube, KFM or any Associate of The Trust Company, New Qube or KFM;

 Resolution 4 by Kawasaki or any Associate of Kawasaki.

 Resolution 5 by WW, WWI or any Associate of WW or WWI.

 Resolution 6 by any of Smithwick & Co Pty Limited, Diane Margaret Upton and Antony Bruce Power Perkins or any of their Associates.

 Resolution 7 by the Directors, the directors of The Trust Company or any Associate of the Directors or the directors of the Trust Company.

How to vote

Unitholders entitled to vote at the General Meeting may vote:

 by attending the General Meeting and voting in person; or

 by appointing an attorney to attend the General Meeting and vote on their behalf or, in the case of corporate members or proxies, a corporate representative to attend the General Meeting and vote on its behalf; or

 by appointing a proxy to attend and vote on their behalf, using the proxy form accompanying this Notice. A proxy may be an individual or a body corporate.

Voting in person (or by attorney)

Unitholders or their proxies, attorneys or representatives (including representatives of corporate proxies) wishing to vote in person should attend the General Meeting and bring a form of personal identification (such as their driver's licence).

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To vote by attorney at this meeting, the original or a certified copy of the power of attorney or other authority (if any) under which the instrument is signed must be received by the Registry before 10:00 am (Sydney time) on Tuesday, 16 August 2011 any of the following ways:

By post to the Registry:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By fax to the Registry on:

1800 783 447 from within Australia, or +61 3 9473 2555 from outside Australia.

To vote in person, you or your proxy, attorney, representative or corporate proxy representative must attend the General Meeting to be held at The Grace Hotel, Level 2, 77 York St, Sydney NSW on Thursday, 18 August 2011 commencing at 10:00 am (Sydney time).  A vote cast in accordance with the appointment of a proxy or power of attorney is valid even if before the vote was cast the appointor:

o died;

o became mentally incapacitated;

o revoked the proxy or power; or

o transferred the Units in respect of which the vote was cast,

unless Qube received written notification of the death, mental incapacity, revocation or transfer before the General Meeting or adjourned meeting.

Voting by proxy

 Unitholders wishing to vote by proxy at this meeting must:

o complete and sign or validly authenticate the proxy form, which is enclosed with this Booklet; and

o deliver the signed and completed proxy form to Qube by 10:00 am (Sydney time) on Tuesday, 16 August 2011 in accordance with the instructions below.

 A person appointed as a proxy may be an individual or a body corporate.

Submitting proxy votes

 Unitholders wishing to submit proxy votes for the General Meeting must return the enclosed proxy form to Qube in any of the following ways:

By post to the Registry:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By fax to the Registry on:

1800 783 447 from within Australia, or +61 3 9473 2555 from outside Australia.

Note: proxies may not be returned by email nor is internet voting available.

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Notes for proxies

1. A Unitholder entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies to attend and vote at the General Meeting on that Unitholder's behalf.

2. A proxy need not be a Unitholder.

3. A proxy may be an individual or a body corporate. A proxy that is a body corporate may appoint a representative to exercise the powers that the body corporate may exercise as the Unitholder's proxy.

4. If a Unitholder appoints two proxies and the appointment does not specify the proportion or number of the Unitholder's votes each proxy may exercise, each proxy may exercise half the votes.

5. A proxy may vote or abstain as he or she chooses except where the appointment of the proxy directs the way the proxy is to vote on a particular resolution. If an appointment directs the way the proxy is to vote on a particular resolution:

o if the proxy is the chair - the proxy must vote on a poll and must vote in the way directed; and

o if the proxy is not the chair - the proxy need not vote on a poll, but if the proxy does so, the proxy must vote in the way directed.

6. If a proxy appointment is signed or validly authenticated by the Unitholder but does not name the proxy or proxies in whose favour it is given, the Chairman may either act as proxy or complete the proxy appointment by inserting the name or names of one of more Directors or the Company Secretary of The Trust Company.

If:

o a Unitholder nominates the Chairman of the General Meeting as the Unitholder's proxy; or

o the Chairman is to act as proxy if a proxy appointment is signed by a Unitholder but does not name the proxies in whose favour it is given or otherwise under a default appointment according to the terms of the proxy form,

then the person acting as Chairman in respect of an item of business at the General Meeting must act as proxy under the appointment in respect of that item of business.

8. Proxy appointments in favour of the Chairman of the General Meeting, the Company Secretary of The Trust Company or any director of The Trust Company which do not contain a direction will be voted in support of the Resolutions (in the absence of a superior proposal prior to the date of the General Meeting).

Corporate representatives

1. To vote in person at the General Meeting, a Unitholder or proxy which is a body corporate may appoint an individual to act as its representative.

2. To vote by corporate representative at the General Meeting, a corporate Unitholder or proxy should obtain an Appointment of Corporate Representative Form from the Registry, complete and sign the form in accordance with the instructions on it. The appointment should be lodged at the registration desk on the day of the General Meeting.

3. The appointment of a representative may set out restrictions on the representative's powers.

4. The original form of appointment of a representative, a certified copy of the appointment, or a certificate of the body corporate evidencing the appointment of a representative is prima facie evidence of a representative having been appointed.

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5. The Chairman of the General Meeting may permit a person claiming to be a representative to exercise the body's powers even if he or she has not produced a certificate or other satisfactory evidence of his or her appointment.

By order of the Board

Alex Carrodus Company Secretary The Trust Company (RE Services) Limited Responsible Entity 12 July 2011

Appendix 2 – Independent Expert’s Report

Attached.

Qube Logistics Independent expert’s report and Financial Services Guide 11 July 2011 Associations and relationships Financial Services Guide We are ultimately owned by the Deloitte member firm What is a Financial Services Guide? in Australia (Deloitte Touche Tohmatsu). Please see www.deloitte.com/au/about for a detailed description This Financial Services Guide (FSG) provides of the legal structure of Deloitte Touche Tohmatsu. important information to assist you in deciding Deloitte Touche Tohmatsu is the current external whether to use our services. This FSG includes auditor of The Trust Company (RE) Services Limited. details of how we are remunerated and deal with complaints. In the past two years we (or other entities related to Deloitte Australia) have: Where you have engaged us, we act on your behalf when providing financial services. Where you have • prepared an independent expert’s report in March not engaged us, we act on behalf of our client when 2010 for KFM Infrastructure and Logistics Fund providing these financial services, and are required to (now Qube Logistics) in respect of its acquisition give you an FSG because you have received a report of Kaplan Equity Limited or other financial services from us. • prepared a valuation report in August 2009 for What financial services are we licensed to provide? financial reporting purposes in respect of Qube We are authorised to provide general financial Logistics’ interests in its underlying operating product advice or to arrange for another person to deal assets. in financial products in relation to securities, interests These services were unrelated to the Proposed in managed investment schemes and government Corporatisation and Proposed Internalisation. debentures, stocks or bonds. What should you do if you have a complaint? Our general financial product advice If you have any concerns regarding our report or Where we have issued a report, our report contains service, please contact us. Our complaint handling only general advice. This advice does not take into account your personal objectives, financial situation process is designed to respond to your concerns or needs. You should consider whether our advice is promptly and equitably. All complaints must be in appropriate for you, having regard to your own writing to the address below. personal objectives, financial situation or needs. If you are not satisfied with how we respond to your If our advice is provided to you in connection with the complaint, you may contact the Financial acquisition of a financial product you should read the Ombudsman Service (FOS). FOS provides free advice relevant offer document carefully before making any and assistance to consumers to help them resolve decision about whether to acquire that product. complaints relating to the financial services industry. FOS’ contact details are also set out below. How are we and all employees remunerated? The Complaints Officer Financial Ombudsman We will receive a fee of $180,000 (excluding GST) in Service relation to the preparation of this report. This fee is PO Box N250 GPO Box 3 not contingent upon the success or otherwise of the Grosvenor Place Proposed Corporatisation or Proposed Internalisation Melbourne VIC 3001 (as defined within the report). Sydney NSW 1220 [email protected] Other than our fees, we, our directors and officers, [email protected] any related bodies corporate, affiliates or associates www.fos.org.au Fax: +61 2 9255 8434 and their directors and officers, do not receive any Tel: 1300 780 808 commissions or other benefits. All employees receive a salary and while eligible for Fax: +61 3 9613 6399 annual salary increases and bonuses based on overall What compensation arrangements do we have? performance they do not receive any commissions or Deloitte Australia holds professional indemnity other benefits as a result of the services provided to insurance that covers the financial services provided you. The remuneration paid to our directors reflects by us. This insurance satisfies the compensation their individual contribution to the organisation and requirements of the Corporations Act 2001 (Cth). covers all aspects of performance. We do not pay commissions or provide other benefits to anyone who refers prospective clients to us.

31 July 2010

Deloitte Corporate Finance Pty Limited, ABN 19 003 883 127, AFSL 241457 of Level 1 Grosvenor Place, 225 George Street, Sydney NSW 2000

Deloitte Corporate Finance Pty Limited ACN 003 833 127 AFSL 241457 Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia

DX: 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 The Directors www.deloitte.com.au The Trust Company (RE Services) Limited c/- Kaplan Funds Management Pty Limited Level 14, 3 Spring Street Sydney NSW 2000

11 July 2011

Dear Directors

Independent expert’s report Introduction Qube Logistics (Qube) is an Australian Securities Exchange (ASX) listed investment trust that has investments in operating and development assets in the Australian transport and logistics sector. Kaplan Funds Management Pty Limited (KFM) is the investment manager of Qube and The Trust Company (RE Services) Limited (The Trust Company) is the responsible entity of Qube. On 8 February 2011 (the Announcement Date) The Trust Company, in its capacity as responsible entity of Qube, announced a proposal to: • restructure Qube by changing it from a registered listed managed investment scheme to a listed corporate structure. It is proposed that the restructure will be effected by way of a trust scheme. This will result in the formation of a new public company (New Qube) which will become the holding company of Qube. In effect existing unitholders of Qube will exchange their current interest in units in Qube for an equivalent interest in shares in New Qube (Proposed Corporatisation). The Proposed Corporatisation is conditional on New Qube being admitted to the official list of the ASX • internalise the management of New Qube. It is proposed that the internalisation would be effected by KFM agreeing to terminate its investment management agreement (IMA) with Qube in consideration for the payment of an agreed termination fee of $40 million (Consideration). The Consideration is to be satisfied by the issue of shares at an aggregate issue price of $32 million and the balance paid in cash to KFM. The issue price per share will be the volume weighted average price (VWAP) at which Qube units trade on the ASX over the 30 business days up to the date of the general meeting to approve the resolution. (Proposed Internalisation and together with the Proposed Corporatisation, the Proposed Restructure). The Proposed Internalisation will be conditional on the Proposed Corporatisation but not vice versa. That is, the Proposed Internalisation will only proceed if the Proposed Corporatisation is effected, however the Proposed Corporatisation may proceed even if the Proposed Internalisation is not approved. Purpose of the report Whilst the Proposed Internalisation is conditional on the Proposed Corporatisation, due to the differing regulatory and legal requirements for unitholder approval and the information provided to unitholders in respect of each element of the Proposed Restructure as well as the substance of these transactions we have considered the legal and regulatory requirements for each of these elements separately below.

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/au/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms.

Member of Deloitte Touche Tohmatsu Limited

We have concluded separately on the Proposed Corporatisation and the Proposed Internalisation and have provided our conclusions in a single report. Proposed Corporatisation Section 411 of the Corporations Act 2001 (Corporations Act) regulates schemes of arrangement between companies and their shareholders. Part 3 of Schedule 8 of the Corporations Regulations 2001 (Cwlth) prescribes the information to be provided to shareholders in relation to schemes of arrangement, however there is no specific statutory framework for a scheme of arrangement for a unit trust (Trust Scheme). Takeovers Panel Guidance Note 15 (GN15) recommends procedures to be followed and disclosures to be made in relation to Trust Schemes and effectively expands the takeovers regime to include listed trusts. GN15 states that a Trust Scheme that involves the redemption of units in a trust and the subsequent issuance of units or shares in another entity would be prohibited unless the acquisition of units falls within one of the exemptions in Item 7 of Section 611 of the Corporations Act (Section 611). In order to qualify for the exemption under Section 611 certain information must be provided to unitholders including a report from the directors, or an independent expert, which provides an opinion as to whether the transaction is fair and reasonable to non-associated unitholders. KFM has indicated that a unitholders resolution is required to approve the Proposed Corporatisation under Section 611. The directors of The Trust Company in its capacity as responsible entity of Qube have requested Deloitte Corporate Finance Pty Limited (Deloitte Corporate Finance) to provide an opinion as to whether: • the Proposed Corporatisation is fair and reasonable to Qube unitholders not associated with KFM or The Trust Company (Non Associated Unitholders) • the Proposed Corporatisation is in the best interests of Qube unitholders. Proposed Internalisation Listing Rule 10.1 of the Listing Rules of the ASX (Listing Rule 10.1) requires a listed entity to obtain securityholder approval before it acquires a substantial asset from, or disposes of a substantial asset to, an entity that is in a position of significant influence (or a related party) when the consideration to be paid, or the value of the asset, constitutes more than 5% of the most recently reported book value of the net assets of that entity. KFM has indicated that the Proposed Internalisation will constitute the disposal of a significant asset to an entity, KFM, which is likely to be considered to be an entity whose relationship with Qube is such that the Proposed Internalisation should be approved by Non Associated Unitholders. The Directors of The Trust Company in its capacity of responsible entity of Qube have requested Deloitte Corporate Finance to provide an opinion on whether the Proposed Internalisation is fair and reasonable to Non Associated Unitholders pursuant to Listing Rule 10.1. We have prepared this report having regard to Listing Rule 10.1 and the relevant Australian Securities and Investments Commission (ASIC) Regulatory Guides. This independent expert’s report (IER) is to be included in the unitholder booklet containing the notice of the meeting to approve the Proposed Restructure (the Unitholder Booklet), which will be sent to Qube unitholders, and has been prepared for the exclusive purpose of assisting unitholders in their consideration of the Proposed Restructure. Neither Deloitte Corporate Finance Pty Limited, Deloitte Touche Tohmatsu, nor any member or employee thereof, undertakes responsibility to any person, other than unitholders and The Trust Company in its capacity as responsible entity of Qube, in respect of this report, including any errors or omissions howsoever caused. Basis of evaluation Proposed Corporatisation ASIC Regulatory Guide 111 (Regulatory Guide 111) states that an expert should focus on the substance of the transaction rather than the legal mechanism used to achieve that purpose. In order to ensure that the analysis addresses the issues faced by unitholders, Regulatory Guide 111 therefore allows for some subjectivity on the

Deloitte: Qube Logistics – Independent Expert Report

part of the expert in respect of how to assess whether a transaction is in the best interests of unitholders as this analysis should reflect the strategic rationale of the transaction and likely alternatives available to unitholders. The Proposed Corporatisation involves the redemption of all units in Qube (other than those held by New Qube) and the issuance of shares in New Qube to unitholders in the same proportion as their current holding in Qube. In our opinion the most appropriate basis on which to evaluate whether the Proposed Corporatisation is fair and reasonable to Non Associated Unitholders and whether it is in the best interests of Qube unitholders, is to consider the overall effect of the Proposed Corporatisation on unitholders and form a view as to whether the expected advantages outweigh any disadvantages that may result from the Proposed Corporatisation. In undertaking our analysis we have considered: • the financial implications of the Proposed Corporatisation • impact on the nature of the relationship between unitholders and The Trust Company • potential regulatory implications of the Proposed Corporatisation • the impact on Qube’s commercial and legal arrangements • the impact on Qube if the Proposed Corporatisation does not proceed and any likely alternatives available to unitholders • any other potential advantages and disadvantages. Proposed Internalisation Neither Regulatory Guide 111 nor Listing Rule 10.1 provides specific guidance as to the most appropriate basis on which to evaluate whether the Proposed Internalisation is fair and reasonable to Non Associated Unitholders. In forming an opinion as to whether the Proposed Internalisation is fair and reasonable we have considered whether the Proposed Internalisation is: • fair by estimating the net financial impact of the termination of the IMA and comparing that with the value of the Consideration • reasonable by considering other advantages and disadvantages of the Proposed Internalisation to Non Associated Unitholders. In particular we have considered:

o the costs associated with the Proposed Internalisation including transition arrangements o implications for Qube unitholders of KFM no longer being manager of Qube o the impact on Qube if the Proposed Internalisation does not proceed o other implications of the Proposed Internalisation for unitholders. Summary and conclusion – Proposed Corporatisation Introduction Pursuant to the Proposed Corporatisation, Qube’s legal structure will change from an operating trust to a limited liability company. Qube unitholders will exchange their units in Qube for an equivalent interest in shares in New Qube. There will no longer be the requirement for the role of responsible entity and instead New Qube would constitute its own board of directors. In considering whether the Proposed Corporatisation is fair and reasonable to Non Associated Unitholders and therefore in the best interest of Qube unitholders we have considered the overall effect of the Proposed Corporatisation on unitholders and formed a view as to whether the expected benefits outweigh any disadvantages that may result from the Proposed Corporatisation.

Deloitte: Qube Logistics – Independent Expert Report

Advantages of the Proposed Corporatisation More appropriate corporate governance Should the Proposed Corporatisation be implemented there will be additional corporate governance requirements for New Qube such as: • New Qube’s shareholders will be able to elect and remove the directors of the board however unitholders will forego any benefits associated with having an independent responsible entity. Directors of New Qube will have statutory obligations to act in the best interests of New Qube shareholders. Election to the board by shareholders will increase the accountability of directors. Currently the only recourse available to unitholders dissatisfied with the performance of Qube is to vote to remove the responsible entity and/or the investment manager • New Qube’s directors will have direct responsibility for and involvement in the development of New Qube’s strategy whereas under the current trust structure, the directors of the responsible entity are not required to be directly involved in the operations or strategic direction of the business. • a statutory requirement to hold an annual general meeting (AGM). Qube is currently not required to hold an AGM • disclosure of the composition of remuneration of the chief executive officer (and other key executives) will be required. This is not the case under the current structure. Improved flexibility to implement capital and other initiatives New Qube will have a board of directors responsible for the development, review and implementation of its strategy and capital initiatives. Whilst the responsible entity currently performs some duties that will pass to the New Qube board the relatively greater degree of operational familiarity of the New Qube board with respect to Qube’s investments will support more timely decision making. Improved comparability to peers may lead to increased investor interest New Qube’s company structure may increase investor interest through improved comparability to its peers and a simplified structure. The reasons for this include: • Qube’s existing trust structure combined with associated management fees is more common for entities that derive most of their income from passive investments. Whilst at inception, a majority of Qube’s investments were passive in nature, over time Qube has increased these interests and in some cases obtained controlling interests. A corporate structure has traditionally been adopted for entities that control operating businesses • Qube’s peers tend to operate under corporate structures. Qube’s existing structure can make comparisons with peers more challenging primarily because of the impact of management and performance fees. The Proposed Corporatisation will enable a more direct comparison of Qube with its peers • a number of potential institutional investors including some overseas investors may presently be prohibited from investing in trust structures under their investment mandates. The New Qube company structure would remove these barriers to investment. Increased institutional investor interest may result in increased liquidity of New Qube shares. Allows benefits of the Proposed Internalisation to be realised The Proposed Internalisation is conditional upon the Proposed Corporatisation being approved by unitholders. We have assessed the Proposed Internalisation to be fair and reasonable and as part of this assessment we have estimated the net present value of the net cost savings to New Qube to be greater than the value of the Consideration under each of the three scenarios considered. Accordingly, approval of the Proposed Corporatisation will allow the benefits of the Proposed Internalisation to be realised.

Deloitte: Qube Logistics – Independent Expert Report

Disadvantages of the Proposed Corporatisation Transaction costs Qube will incur transaction costs in connection with the Proposed Corporatisation. The estimated costs for the Proposed Restructure, comprising both the Proposed Corporatisation and the Proposed Internalisation, are in the region of $2.2 million (excluding the Consideration payable to KFM). These costs include stamp duty, professional fees, costs of negotiating and implementing the Proposed Corporatisation and if approved, the Proposed Internalisation. However it should be noted that by the date of the unitholder meeting the vast majority of these costs (excluding stamp duty) will have been incurred. Directors fees greater than current costs If the Proposed Corporatisation proceeds, New Qube will no longer incur certain expenses as a consequence of operating within a trust structure. These trust expenses include responsible entity, Investment Advisory Committee (IAC) and custody fees. However, New Qube will incur fees in hiring and maintaining a board of directors. To the extent that the fees payable to the new directors of New Qube exceed the costs currently incurred this will result in a net cash outflow. KFM has estimated that the net incremental cash outflow will be in the region of $0.3 million in the first annual period of implementation. Assuming an annual growth rate of 3% in these expenses and a discount rate in the region of 11.0% to 13.0% the net present value of this incremental cash outflow is in the region of $3.0 million to $4.0 million, which equates to approximately 0.5 to 0.7 cents per Qube unit. Whilst this is a disadvantage associated with the Proposed Corporatisation, in our opinion it is relatively immaterial and we note that should the Proposed Internalisation proceed the disadvantage will be more than offset by the net financial benefits associated with the Proposed Internalisation. The Proposed Internalisation is further assessed in Section 7. Other considerations We note that since July 2010, Qube has been treated as a public trading trust for tax purposes, meaning it is taxed as if it were a company. Management has informed us that the Proposed Restructure will not result in any material change in the tax status of Qube or the treatment of income and capital gains for Australian resident tax payers. Opinion – Proposed Corporatisation Based on the above, we are of the opinion that the advantages outweigh the disadvantages and therefore the Proposed Corporatisation is fair and reasonable to Non Associated Unitholders. It is therefore in the best interests of unitholders. An individual unitholder’s decision in relation to the Proposed Internalisation may be influenced by his or her particular circumstances. If in doubt the unitholder should consult an independent adviser, who should have regard to their individual circumstances. This opinion should be read in conjunction with our detailed report which sets out our scope and findings.

Summary and conclusion – Proposed Internalisation Introduction If the Proposed Internalisation is approved and implemented KFM will cease to provide investment management services to Qube. New Qube will appoint a management team to perform these duties. Following the implementation of the Proposed Internalisation, New Qube will no longer pay management or performance fees to KFM (with the exception of those payable as at the date of the implementation of the Proposed Restructure). If the Proposed Internalisation is not approved but the Proposed Corporatisation is approved, KFM will continue to serve as Qube’s investment manager and the responsible entity arrangement with The Trust Company will be terminated.

Deloitte: Qube Logistics – Independent Expert Report

If neither the Proposed Internalisation nor the Proposed Corporatisation is approved, KFM and The Trust Company will continue to serve as investment manager and responsible entity respectively under new or existing agreements. Evaluation of fairness In considering whether the Proposed Internalisation is fair, we have compared the fair market value of the Consideration to the fair market value of the estimated net future cost savings expected to result from the termination of the IMA (Net Cost Savings). We have prepared a discounted cash flow analysis of the Net Cost Savings under a number of hypothetical scenarios. In doing so we considered future management fees payable if the Proposed Internalisation did not proceed together with the incremental costs to be incurred if the Proposed Internalisation proceeds. Future management fees We have estimated the future cash flows attributable to the Future Management Fees under a number of scenarios relating to the growth in gross asset value (GAV). We have developed these scenarios as follows: • Low Return Scenario: assumes annual growth in the value of Qube’s operating investments of 4% per annum, based on the EIU’s forecast for long term growth in Australian GDP1 • Medium Return Scenario: assumes annual growth in the value of Qube’s operating investments of 6% per annum. This represents a scenario whereby expected short term nominal growth in GDP of 5.9% will continue into the future • High Return Scenario: assumes annual growth in the value of Qube’s operating investments of 8% per annum. This corresponds to forecast growth in Australian imports and exports2, and is consistent with historical growth in container volume throughput at Australia’s larger ports. A different growth rate has been assumed for cash and listed security assets to reflect the expected lower relative returns for these asset classes. We have assumed a growth rate of 4% in all three scenarios which has been based on forward interest rate estimates and takes into account the likelihood that funds would be held at call to ensure timely access. We have based our analysis on Qube’s reported GAV as at 31 December 2010 which was adopted by Qube’s directors for financial reporting purposes and made a number of adjustments to estimate a GAV position as at 31 July 2011. We note that the above scenarios are not a forecast of future performance but have been adopted to illustrate the impact that different return profiles have on Qube’s future GAV and consequently the payment of management and responsible entity fees. In preparing the discounted cash flow analysis we have considered the likely duration of the IMA and assessed the likelihood of early termination. Net Cost Savings Management of KFM has provided an estimate of the likely costs to be incurred by New Qube in its first year of operation in the event that the Proposed Internalisation and Proposed Corporatisation are approved by unitholders. For the purpose of our analysis we excluded those expenses that relate to the effect of the Proposed Corporatisation as they have been considered in our evaluation of the Proposed Corporatisation. In recognising that New Qube’s expense profile is likely to have both fixed and variable elements we have assumed that the expenses will grow at 3% per annum under the Low Return Scenario, 4% per annum under the Medium Return Scenario and 5% per annum under the High Return Scenario. In performing our analysis we have made a number of assumptions: • all assets are assumed to grow at a constant rate of return per annum. The growth rates assumed are net of any distributions and management fees paid out to Qube

1 EIU, Australia Country Report, May 2011 2 Deloitte Access Economics, Business Outlook, March 2011 6

Deloitte: Qube Logistics – Independent Expert Report

• we have not made any adjustment to reflect additional investments made or any debt or equity capital raised to finance other investment opportunities pursued by Qube nor have we made a corresponding adjustment to reflect potentially higher management fees payable in the future as a consequence • investment management fees remain constant at 0.6% per annum for cash and listed security assets and 1.5% per annum for operating asset investments (excluding GST). We have assumed that a GST credit will be receivable on any GST payable on investment management fees • we have not included any performance fees payable to KFM in our analysis. Since listing Qube (formerly KFM Diversified Infrastructure and Logistics Fund) incurred performance fees in the June 2008 financial year and has recognised a provision in the December 2010 half year financial report. Recognition of any performance fees would increase our assessed value of the Future Management Fees • we have applied a corporate tax rate of 30%. Discount rate For the purpose of assessing the fair market value of the Net Cost Savings we have discounted the associated cash flows at an after tax discount rate of 11.0% to 13.0%. This discount rate has been selected with reference to the risk profile of Qube’s operating investments and companies operating in comparable industries. Consideration We have adopted $32 million as the fair market value of the scrip component of the Consideration as we are of the view that under normal trading conditions the 30 day VWAP will be representative of the fair market value of a unit in Qube. We are therefore of the view that the fair market value of the Consideration is $40 million, comprising $32 million for the share component and $8 million for the cash component. Conclusion on fairness The fair market value of the Net Cost Savings under all three scenarios together with the fair market value of the Consideration are set out in the table below.

Table 1: Proposed Internalisation fairness assessment

Low High ($ million) ($ million)

Fair market value of the Net Cost Savings (Low Return Scenario) 43.3 48.6 Fair market value of the Net Cost Savings (Medium Return Scenario) 50.4 57.1 Fair market value of the Net Cost Savings (High Return Scenario) 58.5 66.8

Fair market value of the Consideration 40.0 40.0

Source: Deloitte Corporate Finance analysis We have cross-checked our assessed value of the Net Cost Savings to valuation metrics for comparable transactions, in particular the percentage of assets under management and revenue multiples implied in those transactions. The fair market value of the Net Cost Savings could be higher if Qube’s GAV grows on average in excess of the growth rates assumed in the above scenarios. Qube’s growth in GAV could also be lower than the growth rates assumed in the scenarios however we believe that this is less likely as that would be equivalent to a growth rate lower than the observed risk free rate consistently over the forecast period.

Deloitte: Qube Logistics – Independent Expert Report

The fair market value of the Consideration and the Net Cost Savings in each scenario are presented in the figure below.

Figure 1: Fair market value assessment ($ million)

High Return Scenario

Medium Return Scenario

Low Return Scenario

Consideration

30 40 50 60 70 80

Source: Deloitte analysis

Based on the above, the value of the Consideration is below the range of our estimate of the fair market value of Net Cost Savings under all three scenarios. Accordingly, it is our opinion that the Proposed Internalisation is fair. Evaluation of Reasonableness We have considered the following factors in assessing the reasonableness of the Proposed Internalisation. Advantages of the Proposed Internalisation The likely advantages to Non Associated Unitholders if the Proposed Internalisation is approved include:

Net Cost Savings may be greater than anticipated In the event that the future performance of Qube is such that KFM would otherwise become entitled to performance fees, or the IMA between Qube and KFM is extended beyond the period currently considered in our cash flow analysis on similar terms, the net cost savings of the Proposed Internalisation would be greater in each scenario considered.

Enhanced ability to raise new capital Converting to an internalised management model is likely to appeal to both domestic and international investors, in particular, investors from markets such as the US, where listed entities typically do not employ external management. Within the Australian market, in recent years, there has been a move to internalise management and institutional investors and shareholder advocacy groups have looked favourably on such changes. This may increase Qube’s relative attractiveness for future capital raisings.

Deloitte: Qube Logistics – Independent Expert Report

Enhanced alignment of management Implementation of the Proposed Internalisation will enable New Qube to more directly align the interests of the New Qube board and management to that of shareholders. Remuneration and incentive schemes may be linked to shareholder return and company performance. Disadvantages of the Proposed Internalisation The likely disadvantages to Non Associated Unitholders if the Proposed Internalisation is approved include:

Loss of access to investment opportunities Pursuant to the IMA KFM sourced and executed potential acquisitions and disposals on behalf of Qube. Once the IMA is terminated KFM will no longer be required to source these opportunities and may look to execute such transactions on its own behalf. This is mitigated to a degree as a number of key executives of KFM are taking on director and managerial roles with New Qube.

Future unexpected costs and expenses Whilst we have taken account of its estimated future expense profile, New Qube will be exposed to any unexpected changes in these costs, which may include future termination, redundancy and hiring costs associated with corporate head office staff. Any such increases in costs would have previously been absorbed by KFM as part of its management fee.

Transaction costs Qube will incur transaction costs in connection with the Proposed Internalisation. The estimated costs for the Proposed Restructure, comprising both the Proposed Corporatisation and the Proposed Internalisation are in the region of $2.2 million (excluding the Consideration payable to KFM). These costs include stamp duty, professional fees, costs of negotiating and implementing the Proposed Corporatisation and if approved, the Proposed Internalisation. However it should be noted that by the date of the unitholder meeting the vast majority of these costs (excluding stamp duty) will have been incurred. Opinion – Proposed Internalisation Based on the foregoing, we are of the opinion that the Proposed Internalisation is fair and reasonable to Non Associated Unitholders. An individual unitholder’s decision in relation to the Proposed Internalisation may be influenced by his or her particular circumstances. If in doubt the unitholder should consult an independent adviser, who should have regard to their individual circumstances. This opinion should be read in conjunction with our detailed report which sets out our scope and findings.

Yours faithfully DELOITTE CORPORATE FINANCE PTY LIMITED

Rachel Foley-Lewis Mark Pittorino Director Director

Note: All amounts stated in this report are AUD unless otherwise stated, and may be subject to rounding. 9

Deloitte: Qube Logistics – Independent Expert Report

Contents

1 Terms of the Proposed Restructure 12 1.1 Summary 12 1.2 Key conditions of the Proposed Restructure 13 2 Scope of the report 14 2.1 Purpose of the report 14 2.2 Basis of evaluation 15 2.3 Individual circumstances 16 2.4 Limitations and reliance on information 16 3 Profile of Qube 18 3.1 Qube’s history 18 3.2 Qube structure 19 3.3 Overview of operating businesses 20 3.4 Key fee arrangements 22 3.5 Capital structure 24 3.6 Unit price performance 25 3.7 Financial performance 27 3.8 Financial position 28 3.9 Strategy and outlook 30 4 Key industry drivers 31 4.1 Overview 31 4.2 Australian ABGS sector 33 4.3 Australian landside port logistics 36 4.4 Australian intermodal rail terminal sector 38 5 Profile of New Qube 40 5.1 Overview 40 5.2 Board and management 40 5.3 Financial considerations 41 6 Evaluation of the Proposed Corporatisation 42 6.1 Overview 42 6.2 Advantages of the Proposed Corporatisation 42 6.3 Disadvantages of the Proposed Corporatisation 43 10

Deloitte: Qube Logistics – Independent Expert Report

6.4 Conclusion 43 7 Evaluation of the Proposed Internalisation 45 7.1 Overview 45 7.2 Fairness 45 7.3 Reasonableness 55 7.4 Conclusion 56

Appendices Appendix 1: Glossary 57 Appendix 2: Discount Rate 60 Appendix 3: Comparable companies 67 Appendix 4: Sources of information 69 Appendix 5: Qualifications, declarations and consents 70

Deloitte: Qube Logistics – Independent Expert Report

1 Terms of the Proposed Restructure 1.1 Summary Qube is an ASX listed investment trust that has investments in operating and development assets in the Australian transport and logistics sector. KFM is the investment manager of Qube and The Trust Company is the responsible entity of Qube. On 8 February 2011 The Trust Company, in its capacity as responsibile entity of Qube, announced a proposal to: • restructure Qube by changing it from a registered listed managed investment scheme to a listed corporate structure. It is proposed that the restructure will be effected by way of a trust scheme. This will result in the formation of New Qube which will become the holding company of Qube. In effect existing unitholders of Qube will exchange their current interest in units in Qube for an equivalent interest in shares in New Qube. The Proposed Corporatisation is conditional on New Qube being admitted to the official list of the ASX • internalise the management of New Qube. It is proposed that the internalisation would be effected by KFM agreeing to terminate its IMA with Qube in consideration for the payment of an agreed termination fee of $40 million. The Consideration is to be satisfied by the issue of shares at an aggregate issue price of $32 million and the balance paid in cash to KFM. The issue price per share will be the VWAP at which Qube units trade on the ASX over the 30 business days up to the date of the General Meeting to approve the resolution. Section 10 of the Unitholder Booklet contains details of the terms of the Proposed Restructure. We set out a summary of the key terms below. Following unitholder approval and completion of the conditions noted in Section 1.2, the Proposed Corporatisation is to be enacted via the following steps: • New Qube will subscribe for a nominal number of Qube units which will be allotted by The Trust Company • The Trust Company will then redeem all Qube units on issue (with the exception of those newly issued to New Qube) • New Qube will then issue shares, which will be traded on the ASX, to Qube unitholders such that the proportion of shares held in New Qube will be at a ratio consistent with their pre-existing holdings in Qube • in the event that the Proposed Internalisation does not proceed a replacement IMA will be executed between New Qube and KFM on terms identical to those of the existing IMA subject only to changes necessary to reflect the fact that New Qube will not be a managed investment scheme. If the Proposed Internalisation is approved (subject to the approval of the Proposed Corporatisation), The Trust Company as responsible entity of Qube, New Qube and KFM will enter into a termination deed (Termination Deed) which will terminate the existing IMA and define the transitional arrangements between New Qube and KFM. The Termination Deed stipulates: • that business assets of KFM such as business records, contracts and plant and equipment will be transferred on completion from KFM to New Qube • the terms on which the employment of KFM employees will be transferred from KFM to New Qube • KFM will be required to provide reasonable assistance in effecting the transition of management of the affairs of Qube from KFM to New Qube • KFM will provide transitional services as requested by New Qube for a period of up to six months following completion.

Deloitte: Qube Logistics – Independent Expert Report

1.2 Key conditions of the Proposed Restructure The Proposed Internalisation is conditional on the Proposed Corporatisation proceeding but not vice versa. That is, the Proposed Internalisation will only proceed if the Proposed Corporatisation is effected, however the Proposed Corporatisation may proceed even if the Proposed Internalisation is not approved. In addition, completion of the Proposed Corporatisation is subject to a number of conditions including: • unitholder approval of the Proposed Corporatisation. The resolution to pass the Proposed Corporatisation is a special resolution which requires 75% or more of votes cast in favour by eligible unitholders • to the extent required under any contracts to which any relevant entities are parties, each third party to those contracts has granted its consent to the Proposed Corporatisation • no judicial authority, entity or government agency taking any action, or imposing any legal restraint or prohibition, to prevent the implementation of the Proposed Corporatisation • all approvals or consents required from any government agency or judicial entity or authority to implement the Proposed Corporatisation having been obtained • no prescribed event occurring • New Qube being admitted to the official list of the ASX and receiving official quotation. Completion of the Proposed Internalisation is conditional on approval of the Proposed Corporatisation and is also subject to a number of conditions including: • Non Associated Unitholder approval of the Proposed Internalisation • completion of the Proposed Corporatisation.

Deloitte: Qube Logistics – Independent Expert Report

2 Scope of the report 2.1 Purpose of the report Due to the substance of these transactions we have considered the legal and regulatory requirements of the Proposed Internalisation and Proposed Corporatisation separately below. 2.1.1 Proposed Corporatisation Section 411 of the Corporation Act regulates schemes of arrangement between companies and their shareholders. Part 3 of Schedule 8 of the Corporations Regulations 2001 prescribes the information to be provided to shareholders in relation to schemes of arrangement however there is no specific statutory framework for an analogous arrangement between a trust and its unitholders. Takeovers Panel Guidance Note 15 recommends procedures to be followed and disclosures to be made in relation to Trust Schemes and effectively expands the takeovers regime to include listed trusts. Paragraph 15 of GN15 states a Trust Scheme notice should contain an independent expert’s report that states whether the terms of the trust scheme are fair and reasonable to unitholders. With regards to the Proposed Corporatisation approval is being sought under Section 611 to allow New Qube to become the sole holder of units in Qube. In order to qualify for the exemption under Section 611 certain information must be provided to unitholders including a report from the directors, or an independent expert, which provides an opinion as to whether the transaction is fair and reasonable to Non Associated Unitholders. The directors of The Trust Company in its capacity as responsible entity of Qube have requested Deloitte Corporate Finance to provide an opinion as to whether: • for the purposes of GN15, the Proposed Corporatisation is in the best interests of the members of Qube • for the purposes of Section 611 the Proposed Corporatisation is fair and reasonable to the Non Associated Unitholders. 2.1.2 Proposed Internalisation The Listing Rules require a listed entity to obtain securityholder approval before it acquires a substantial asset from, or disposes of a substantial asset to, an entity that is in a position of significant influence (or a related party) when the consideration to be paid, or the value of the asset, constitutes more than 5% of the most recently reported book value of the net assets of that entity. Should securityholder approval be required under Listing Rule 10.1 then an independent expert’s report is required pursuant to ASX Listing Rule 10.10.2. The Directors of The Trust Company in its capacity as responsible entity of Qube have requested Deloitte Corporate Finance to provide an opinion on whether the Proposed Internalisation is fair and reasonable to Non Associated Unitholders pursuant to Listing Rule 10.1. 2.1.3 Independent expert’s report We have prepared this report having regard to Listing Rule 10.1 and the relevant ASIC Regulatory Guides. This independent expert’s report contains our opinions in respect of the Proposed Corporatisation and the Proposed Internalisation, and is to be included in the Unitholder Booklet, which will be sent to Qube unitholders, and has been prepared for the exclusive purpose of assisting unitholders in their consideration of the Proposed Restructure. Neither Deloitte Corporate Finance Pty Limited, Deloitte Touche Tohmatsu, nor any member or employee thereof, undertakes responsibility to any person, other than unitholders and The Trust Company in its capacity as responsible entity of Qube, in respect of this report, including any errors or omissions howsoever caused.

Deloitte: Qube Logistics – Independent Expert Report

2.2 Basis of evaluation 2.2.1 Proposed Corporatisation Guidance Trust schemes can include many different types of transactions, including being used as an alternative to a Chapter 6 takeover bid. As set out in Regulatory Guide 111, the form of analysis an expert uses to evaluate a transaction should address the issues faced by unitholders. In our assessment as to whether the Proposed Corporatisation is fair and reasonable to Non Associated Unitholders and in the best interests of the members of Qube, we have had regard to common market practice and to Regulatory Guide 111 issued by ASIC in relation to the content of IERs. When an IER is required in relation to a scheme of arrangement involving a change of control, the expert is expected to apply the analysis and provide an opinion as to whether the proposal is ‘fair and reasonable’, ‘not fair but reasonable’, or ‘neither fair nor reasonable’. ASIC Regulatory Guide 111 refers to a ‘control transaction’ as being the acquisition (or increase) of a controlling stake in a company that could be achieved, for example, by way of a takeover offer, scheme of arrangement, approval of an issue of shares using item 7 of Section 611 of the Corporations Act, a selective capital reduction or selective buy back under Chapter 2J. We consider the nature of the Proposed Corporatisation is not consistent with a control transaction as the effect of the Proposed Corporatisation is such that existing unitholders in Qube will exchange their interest in units in Qube for an equivalent interest in shares in New Qube. Approach to evaluation Regulatory Guide 111 states that an expert should focus on the substance of the transaction rather than the legal mechanism used to achieve that purpose. In order to ensure that the analysis addresses the issues faced by unitholders, Regulatory Guide 111 therefore allows for some subjectivity on the part of the expert in respect of how to assess whether a transaction is in the best interests of unitholders as this analysis should reflect the strategic rationale of the transaction and likely alternatives available to unitholders. The Proposed Corporatisation involves the redemption of all units in Qube (other than those held by New Qube) and the issuance of shares in New Qube to unitholders in the same proportion as their current holding in Qube. In our opinion the most appropriate basis on which to evaluate whether the Proposed Corporatisation is fair and reasonable to Non Associated Unitholders and whether it is in the best interests of Qube unitholders, is to consider the overall effect of the Proposed Corporatisation and form a view as to whether the expected advantages outweigh any disadvantages that may result from the Proposed Corporatisation. In undertaking our analysis we have considered: • the financial implications of the Proposed Corporatisation • impact on the nature of the relationship between unitholders and The Trust Company • potential regulatory implications of the Proposed Corporatisation • the impact on Qube’s commercial and legal arrangements • the impact on Qube if the Proposed Corporatisation does not proceed and any likely alternatives available to unitholders • any other potential advantages and disadvantages. 2.2.2 Proposed Internalisation Guidance Neither the ASX Listing Rules, nor the Corporations Act provide a definition of fair and reasonable for the purposes of Listing Rule 10.1. In evaluating whether the Proposed Internalisation is fair and reasonable to Non 15

Deloitte: Qube Logistics – Independent Expert Report

Associated Unitholders, we have considered the ASX Listing Rules, ASIC Regulatory Guides (in particular Regulatory Guide 111) and common market practice. Listing Rule 10.1 can encompass a wide range of transactions. Accordingly, fair and reasonable must be capable of broad interpretation to meet the particular circumstances of each transaction. This involves judgement on the part of the expert as to the appropriate basis of evaluation to adopt given the particular circumstances of the transaction. Regulatory Guide 111 provides guidance in relation to the content of IER’s prepared for various transactions. It does not provide specific guidance on the form and content of reports prepared in respect of related party transactions. Regulatory Guide 111 provides general guidance that an expert, in deciding the appropriate form of analysis for the report, should ensure that reasonably anticipated concerns of the people affected by the proposed transaction are adequately dealt with. Approach to evaluation Neither Regulatory Guide 111 nor Listing Rule 10.1 provides specific guidance as to the most appropriate basis on which to evaluate whether the Proposed Internalisation is fair and reasonable to Non Associated Unitholders. In forming an opinion as to whether the Proposed Internalisation is fair and reasonable we have considered whether the Proposed Internalisation is: • fair by estimating the net financial impact of the termination of the IMA and comparing that with the value of the Consideration • reasonable by considering other advantages and disadvantages of the Proposed Internalisation to Non Associated Unitholders. In particular we have considered:

o the costs associated with the Proposed Internalisation including transition arrangements o implications for Qube unitholders of KFM no longer being manager of Qube o the impact on Qube if the Proposed Internalisation does not proceed o other implications of the Proposed Internalisation for unitholders. 2.3 Individual circumstances We have evaluated each of the Proposed Corporatisation and Proposed Internalisation as a whole and have not considered the effect of these transactions on the particular circumstances of individual investors. Due to their particular circumstances, individual investors may place a different emphasis on various aspects of the Proposed Corporatisation and the Proposed Internalisation from that adopted in this report. Accordingly, individuals may reach different conclusions to ours on whether the: • Proposed Corporatisation is fair and reasonable to Non Associated Unitholders • Proposed Corporatisation is in the best interests of unitholders • Proposed Internalisation is fair and reasonable to Non Associated Unitholders. If in doubt investors should consult an independent adviser, who should have regard to their individual circumstances. Unitholders classified as Ineligible Overseas Holders should consult Section 10.1 of the unitholder booklet.

2.4 Limitations and reliance on information The opinion of Deloitte is based on economic, market and other conditions prevailing at the date of this report. Such conditions can change significantly over relatively short periods of time. This report should be read in conjunction with the declarations outlined in Appendix 5.

Deloitte: Qube Logistics – Independent Expert Report

This engagement has been conducted in accordance with professional standard APES 225 Valuation Services issued by the Accounting Professional and Ethical Standards Board Limited (APESB). Our procedures and enquiries did not include verification work nor constitute an audit or a review engagement in accordance with standards issued by the Auditing and Assurance Standards Board (AUASB) or equivalent body and therefore the information used in undertaking our work may not be entirely reliable.

Deloitte: Qube Logistics – Independent Expert Report

3 Profile of Qube 3.1 Qube’s history Qube was listed on the ASX in January 2007 as KFM Diversified Infrastructure and Logistics Fund (KIL) with a mandate to invest in listed and unlisted infrastructure and logistics sector assets. An overview of Qube’s history is provided below.

Figure 2: Trust history 2007 • Jan 07: Qube (formerly KIL) was established as a listed investment trust by way of initial public offering. • Apr 07: together with a group of partners (The Consortium) Qube invested a total of $197 million (Qube’s share was $64 million) in the following investments: o a 24.5% indirect interest in Australian Amalgamated Terminals (AAT) o a 75% interest in P&O Automotive and General Stevedoring (POAGS) o a 50% interest in Northern Stevedoring Services (NSS) o a 50% interest in POTA Holdings (POTA) • Dec 07: Qube announced the investment of $21.5 million in equity for a 30% stake in a joint venture with Stockland Corporation (Stockland) and QR Limited. The purpose of the venture was to create a new intermodal rail terminal at Moorebank in south-west Sydne y. 2009 • Oct 09: The Consortium increased its interest in POAGS to 100% following the exercise of a put option and acquired a 50% interest in Prixcar Services Pty Limited (Prixcar). • Dec 09: Qube raised $36 million through an oversubscribed rights issue. 2010 • May 10: Qube acquired Kaplan Equity Limited (KEL), which owned broadly identical interests in the operating assets to those of KIL, in exchange for the issue of 190.7 million units. Following the acquisition of KEL, KIL announced its change of name to Qube Logistics. • May 10: Qube announced a $64.6 million capital raising comprising an institutional placement of $28 million and a 1 for 10 rights issue that raised $36.5 million. • Jun 10: Qube invested $46.6 million to increase its indirect stake in AAT from 13.3% to 38.6% POTA acquired South Spur Rail Services for $26.75 million in order to expand its rail operations business • Qube acquired a 50% stake in Minto Properties Pty Ltd (Minto Properties) which owns land in Minto, New South Wales with the potential to become an inland rail terminal 2011 • Feb 11: Qube announced proposed changes to the trust including the internalisation of its management and a change from a trust to a company structure Qube announced a placement equivalent to 15% of the units in Qube to Carlyle Infrastructure Partners (CIP) for $116.6 million • Apr 11: Qube announced it had reached an agreement with Wilh.Wilhelmsen Holding ASA (WWH) to acquire its holdings in the common underlying assets in exchange for 88 million shares in New Qube. The deal is conditional on implementation of the Proposed Corporatisation and Proposed Internalisation • Apr 11: Qube announced it had reached an agreement with DP World Australia (POSN) Pty Limited to acquire its interest in POTA based on mechanisms provided for in the POTA shareholders agreement. • June 11: Qube announced it had reached an agreement with Kawasaki (Australia) Pty Limited (Kawasaki) to acquire its interests in certain operating businesses in Qube’s Automotive, Bulk and General Stevedoring division as well as its interest in Minto Properties Pty Limited. The deal is conditional on implementation of the Proposed Corporatisation and Proposed Internalisation.

Source: ASX Announcements, Broker Reports 18

Deloitte: Qube Logistics – Independent Expert Report

3.2 Qube structure The figure below presents Qube’s holding structure and its ownership interest in investments in companies that operate in the logistics and stevedoring industries (collectively the Assets).

Figure 3: Qube structure The Trust Company Qube KFM

Landside Automotive, Bulk and General Stevedoring Strategic Logistics Development Assets

77.5%

54.2% 77.2% 76.6% KWAL

K-POAGS K-AAT K-NSS 50.0%

K-LAL 94.7% 100.0% 50.0% 50.0% 30.0% 50.0%

50.0%

POTA POAGS AAT NSS Prixcar MIPT Minto Properties

Effective interest 94.7% 54.2% 38.6% 38.3% 19.4% 30.0% 50.0%

Source: Qube, ASX Announcements

Notes: 1. Qube structure does not reflect transactions with WWH or Kawasaki

2. Figure excludes wholly owned intermediary subsidiaries Qube Qube’s strategy is to invest in logistics businesses or infrastructure that relate directly to Qube’s existing logistics operations, or in which Qube believes it can add value through its experienced management team. In 2007, Qube acquired interests in various operating and real property assets with partners including Stockland, Queensland Rail, Kawasaki and WWH. Qube has increased its interest in a number of these assets through equity raisings in 2009, 2010 and 2011 and remains focused on consolidating these businesses. Qube has more than tripled in size over the last four years in terms of market capitalisation. The listed investments held by Qube were progressively sold over the year ended 30 June 2009 and Qube’s primary focus is on growth through further investments in its core integrated logistics businesses and acquisitions of new businesses that meet the investment criteria. Businesses that meet the criteria are typically involved in the logistics supply chain for the import and export of goods and commodities in Australia and have a strong market position or sustainable competitive advantage.

Deloitte: Qube Logistics – Independent Expert Report

Qube expects its operating business segments to remain profitable and that longer term growth will also come from its strategic development assets such as Moorebank and Minto. KFM and The Trust Company The Trust Company is the responsible entity for Qube and KFM is the investment manager for Qube. These entities are discussed in Sections 3.4 below.

3.3 Overview of operating businesses The Assets are managed and reported in three segments: automotive, bulk and general stevedoring; landside logistics; and strategic development assets. Each are discussed below. 3.3.1 Automotive, Bulk and General Stevedoring (ABGS) POAGS POAGS is one of two national stevedores of automotive and non-containerised freight and has operations in 24 multi-purpose ports across Australia including Port Kembla in NSW, Port Hedland in Western Australia and ports in Brisbane, Melbourne, Adelaide and Perth. POAGS was formed in 1852 as a shipping company, vessel agent and stevedore providing port development, management and cargo handling services. Prior to being acquired by the Consortium, POAGS operated as a division of P&O Ports Limited, a wholly-owned subsidiary of DP World Australia Limited (DP World). The customers of POAGS include a number of large, established international shipping lines and mining and commodity processing companies which generally utilise POAGS at more than one site. Two of the largest customers are entities associated with shareholders of POAGS (through intermediary companies) and utilise its services at a number of ports around Australia giving POAGS some stability in revenues. Members of the Consortium, along with some members of the POAGS management team, own their interests indirectly through an investment vehicle, K-POAGS Pty Limited (K-POAGS), in which Qube presently has a 54.2% interest. POAGS currently has over 1,800 employees and its workforce is expected to grow in line with economic growth and the rising demand for commodities (i.e. bulk freight) and motor vehicles. Current growth in the resources sector in Australia is also expected to positively contribute to the demand for mining equipment and other machinery. During 2010 POAGS invested around $60 million to develop an export facility at Utah Point in Western Australia. Utah Point operates as a multi-user bulk export facility of various bulk products, predominantly iron ore and manganese. Utah Point commenced limited operations in late 2010 with full operations commencing in March 2011. AAT AAT is a berth and port facilities management provider. The company leases and maintains multi-user and open-access facilities for stevedores, which in turn hold licences granting them access to AAT’s terminals. AAT has operations in Webb Dock (Victoria), Port Kembla (NSW), Fisherman Island (QLD), Outer Harbour (Adelaide) and Bell Bay (Tasmania) covering all major automotive ports in Australia except Fremantle. AAT offers Australian customs systems and procedures for stevedores and their shipping line customers. AAT has the right to use land facilities under operating leases with port authorities which are typically in place for terms of five to 20 years with an option to renew upon expiry in some cases. Lease terms vary based on capital expenditure commitments with larger capital investments required to obtain longer lease periods. Typically, lease payments increase by the consumer price index (CPI) over the lease term and also contain market rental review components.

Deloitte: Qube Logistics – Independent Expert Report

AAT has approximately 50 employees and has a customer base that is characterised by a number of stevedoring groups including POAGS. Qube invested approximately $46.6 million in June 2010 to increase its indirect interest in AAT. Qube currently has a 38.6% indirect interest in AAT through the investment vehicle K-AATerminals Pty Limited (K-AAT) which is owned by select members of the Consortium. NSS NSS is a provider of stevedoring services and related supply chain solutions including transport, equipment and labour hire, warehouse and cargo handling, mooring and logistics. NSS is based in Queensland and has operations at major ports including Townsville, Cairns, Mackay, Weipa and Gladstone. NSS is a major integrated stevedoring and supply chain service provider which is supported by a strong workforce and a fleet of mobile equipment. The company services a number of large blue chip customers including Xstrata, Queensland Nickel and a number of smaller businesses. NSS is 50% owned by a subsidiary of Xstrata, with Qube retaining an indirect interest of 38.3%. NSS predominantly generates its revenue through the stevedoring of bulk and break bulk cargo, such as minerals, grain, cotton, iron, oil and petroleum and utilises a workforce of approximately 200 staff. Prixcar Prixcar provides vehicle processing, storage, pre-delivery detailing and inspection, accessory fittings, project management and other services to importers, manufacturers and exporters of motor vehicles. Prixcar has storage facilities in proximity to each major Australian mainland port as well as wharf-side storage processing facilities in NSW, Queensland, Western Australia and a facility in Rayong, Thailand. Qube has an indirect interest in Prixcar of 19.4% through the investment vehicle KW Auto Logistics Pty Limited (KWAL). Prixcar’s clients include a number of large international motor vehicle manufacturers and distributors and third party logistics providers. 3.3.2 Landside logistics POTA POTA which operates as P&O Trans Australia is one of two major national providers of a broad range of port- focused land logistics services in Australia. The company operates across multiple elements of the logistics supply chain including rail and road transport, container parks, warehousing, customs, quarantine and international freight forwarding. POTA has operations in all capital city ports around Australia. On 18 April 2011, Qube announced that it would be increasing its shareholding in POTA to approximately 94.5% through the exercise of a call and put option with DP World, the other major shareholder in POTA. This acquisition was completed on 20 April 2011. The total amount paid in respect of the exercise of the call and put options was $106 million which includes the purchase of DP World’s shares and related loans. At present POTA management retains an indirect interest in approximately 5.3% of POTA’s outstanding shares. POTA is pursuing a strategy of expanding its rail services to support imports and exports through the provision of both port shuttles and bulk long haul services. POTA is currently exploring a number of opportunities to expand these services for both bulk and containerised goods. In June 2010, POTA acquired South Spur Rail Services. At this time, it created Qube Rail, one of the largest rail operators of container freight to and from ports. The rail business has grown from a single service operating with two locomotives in Sydney to 70 scheduled services and a fleet of 50 locomotives. POTA acquired Troncs Transport Solutions (Troncs) in January 2011 as part of its strategy to expand its Queensland logistics operations. Troncs provides a range of services including container handling, warehousing, interstate refrigerated transport, local distribution and sugar logistics services. 21

Deloitte: Qube Logistics – Independent Expert Report

3.3.3 Strategic Development Assets Moorebank The Moorebank precinct has been identified by the NSW State Government Infrastructure Advisory Board as one of a limited number of sites for a multi-user open access intermodal rail facility to manage the continually increasing container volumes coming to Sydney. Qube currently has a 30% interest in the Moorebank Investment Property Trust (MIPT), which owns the Moorebank property. Moorebank is strategically located near major motorways and the Southern Sydney Freight Line (SSFL). The MIPT unitholders have applied to the State Government to have the development fast-tracked under Part 3A of the Environmental Planning and Assessment Act 1979 (NSW) (relating to critical infrastructure)3. The ability to realise the full potential of the Moorebank strategic investment is dependent upon the completion of the SSFL. The Australian Rail Track Corporation (ARTC) has recently announced that the Leightonfield- Sefton section of the SSFL is expected to be finished by mid 20114. At present, the National Defence Storage and Distribution centre is located at Moorebank. The site currently comprises over 238,000m2 of existing buildings, representing site coverage of approximately 30%. Moorebank is currently leased to the Commonwealth Government Department of Defence until 2013 (with two five year options in their favour) which generates stable rental income for Qube. Minto Minto Properties Pty Limited (Minto Properties) owns two parcels of land at Minto, New South Wales comprising approximately 29 hectares in total. The properties are leased to Prixcar until 2014. Qube acquired a 50% interest in Minto Properties on 30 June 2010. The remaining 50% is owned by Kawasaki. Qube and Kawasaki are undertaking a preliminary feasibility study which has indicated that there is potential to develop the land into an inland intermodal rail terminal given its location on the dedicated freight line presently being constructed. Qube intends that any development of this site would be complementary to the Moorebank site and would be undertaken in consultation with its partners.

3.4 Key fee arrangements 3.4.1 Responsible entity agreement The Trust Company is the responsible entity for Qube pursuant to Qube’s Trust Deed (Trust Deed). Term The Trust Deed came into effect on the formation of Qube and its initial ASX listing in January 2007. Responsibilities The Trust Company has all the powers that it is possible to confer on a trustee and has all the powers that are incidental to ownership as though it were the absolute and beneficial owner of Qube. Specifically, The Trust Company may perform the following actions: • acquire or dispose of Qube’s property • issue Qube units • borrow or raise money • encumber Qube’s assets

3 Sydney Business Chamber press release 9 December 2010 ‘Moorebank intermodal terminal will improve efficiency of Sydney’ 4 ARTC Press Release, 14 September 2010 ‘Southern Sydney Freight Line Back on Track’ 22

Deloitte: Qube Logistics – Independent Expert Report

• incur liabilities • distribute capital or income to unitholders • guarantee obligations of Qube • enter into joint venture arrangements on behalf of Qube • appoint a person/entity to perform the above functions. Fees The Trust Company is entitled to receive the following fees: • minimum fee: $75,000 per annum (including GST) • gross asset fee: To the extent that Qube’s gross asset value exceeds $100 million, it shall receive the following:

o 0.033% per annum for any amount over $100 million but less than $200 million (inclusive of GST) o 0.022% per annum for any amount over $200 million but less than $300 million (inclusive of GST) o 0.011% per annum for any amount over $300 million (inclusive of GST). Termination options In order to terminate this agreement, The Trust Company may: • retire in accordance with Section 601FL of the Corporations Act, which requires The Trust Company to call a meeting, where it will explain the reasons for wanting to retire. The Trust Company must provide one month’s notice to Qube unitholders should it retire. On retirement, The Trust Company may appoint another person/entity to be the Trustee • be removed by unitholders in accordance with Section 601FM of the Corporations Act, which requires the unitholders to call a meeting and pass an ordinary resolution. 3.4.2 IMA Term The IMA with KFM commenced in November 2006 and is for an initial period of 10 years which automatically renews for a further 10 years until November 2026 unless it is terminated before then. Responsibilities KFM is responsible for selecting investments that meet Qube’s investment criteria and once a suitable investment is identified, managing the due diligence and investment process. Once an investment is made, KFM manages the investment and determines when the investment should be sold and manages the sale process. KFM also manages Qube’s capital structure ensuring it has adequate debt and equity funding. Fees KFM is entitled to receive the following fees: • management fee: 0.66% per annum (inclusive of GST) on the gross asset value of cash and listed securities and 1.65% per annum (inclusive of GST) of the gross asset value of other assets • performance fee: should annual performance exceed the one year swap rate plus a margin of 2.5%, a fee of 16.5% (inclusive of GST) is payable based on the increase in net asset value (NAV) (above the swap rate + 2.5%) plus any distributions. Any underperformance against the set benchmark is carried forward for one year and must be made up to determine the current year amount payable.

Deloitte: Qube Logistics – Independent Expert Report

Termination options During the initial 10 year term, Qube can terminate the IMA if directed to do so by a special resolution of unitholders. During the subsequent 10 year term, Qube can terminate the IMA if directed to do so by an ordinary resolution of unitholders. Otherwise, the IMA can be terminated by Qube in a number of circumstances including: • termination or insolvency of KFM • requirement of law • unremedied material breach by KFM.

3.5 Capital structure Qube unitholders with a substantial unitholding as at 4 July 2011 (based on substantial holder notices lodged with the Australian Securities Exchange) are presented in the table below.

Table 2: Qube substantial unitholders as at 4 July 2011

% of issued Unitholder Number of units held capital

Carlyle Infrastructure Partners (CIP) 91,388,476 15.0% Taverners No 10 Pty Ltd 86,984,043 14.2% Patterson Cheney Investments Pty Ltd 38,208,391 6.3% Perpetual Limited 32,277,806 5.3%

Other 361,980,613 59.3%

Total 610,839,329 100.0%

Source: ASX announcements With regard to the securities on issue: • as at 4 July 2011, Qube had 610,839,329 ordinary units outstanding. Qube does not have any other type of securities on issue • the above table does not reflect shares or units to be issued as part of the Proposed Internalisation or to WWH and Kawasaki as part of the proposal to acquire their interests in the Assets as noted in Section 3.1 or to New Qube senior executives under the New Qube long term incentive plan • given that Qube’s securities are held by approximately 3,700 shareholders5, they are not considered tightly held.

5 Qube 30 June 2010 Annual Report 24

Deloitte: Qube Logistics – Independent Expert Report

3.6 Unit price performance A summary of Qube’s security price performance since 1 January 2009 is provided in the table below.

Table 3: Qube’s recent security price information

High Low Last Trade VWAP Volume Quarter end date ($) ($) ($) ($) (million)

31 March 2009 0.56 0.44 0.53 0.47 8,173,710 30 June 2009 0.63 0.52 0.52 0.56 8,192,546 30 September 2009 0.68 0.48 0.65 0.61 11,939,340 31 December 2009 0.94 0.66 0.84 0.85 18,406,080 31 March 2010 0.95 0.79 0.95 0.88 14,571,797 30 June 2010 0.95 0.79 0.79 0.85 13,662,781 30 September 2010 0.88 0.78 0.86 0.83 36,952,951 31 December 2010 1.24 0.87 1.22 1.08 39,220,428 31 March 2011 1.63 1.26 1.57 1.57 53,308,790 30 June 2011 1.80 1.46 1.56 1.66 93,986,209

Source: Reuters

Note:

1. High, low, last trade and VWAP are based on closing share prices. We note the following in relation to the quarterly security price information: • Qube has traded in the range of $0.44 to $1.80 over the two and a half years to 30 June 2011. As at 30 June 2011, Qube’s unit price was $1.58 • Qube’s unit price has increased significantly over this period, increasing from a low of $0.44 in March 2009 quarter to a high of $1.80 in April 2011 • the volume of units traded has also increased substantially over this period, from 18.4 million units at the end of 2009 to 94.0 million Qube units traded in the June quarter 2011. Qube was listed on the ASX with 200 million units on issue and since this time Qube has issued additional units the most significant being for the acquisition of KEL (190 million units) and the placements to CIP (91 million units) • in the 6 months to 30 June 2011, 151 million Qube units were traded which represents approximately 25% of the units outstanding.

Deloitte: Qube Logistics – Independent Expert Report

Qube’s price movements and trading volumes are presented graphically in the figure below.

Figure 4: Qube unit activity on ASX as at 4 July 2011 April 2011 - Qube invests $106 2.00 million to increase its stake in 7.0 August 2010 - June 2010 POTA to 94.5%. annual year results released

1.80 November 2009 - June 2010 - Qube February 2011 - Announcement of rights issue announces its investment 6.0 in a 50% stake in Minto Qube announces 1.60 Properties the Proposed October 2009 - Transaction Acquisition of an indirect interest of 1.40 5.0 25% of Prixcar and June 2010 - Qube invests remaining 25% of $46.6 million into increasing POAGS its indirect take in AAT by 1.20 25%. 4.0

1.00 Millions

Share Price ($) December 2010 - Qube 3.0 0.80 announces intention to corporatise the company and internalise 0.60 February 2010 - Acquisition of Kaplan Equity Limited (KEL) management. 2.0 June 2010 - POTA acquires 0.40 South Spur Rail Services 1.0 0.20

0.00 0.0 11 11 11 11 11 11 10 10 11 09 09 10 10 10 09 10 10 10 10 10 10 09 10 ------Jul Jul Apr Oct Oct Apr Jan Jun Jan Mar Feb Mar Jun Feb Nov Dec Nov Dec Sep Sep May Aug May Volume traded Closing security price NAV

Source: ThomsonReuters, Deloitte Corporate Finance analysis Notes:

1. NAV: Net Asset Value

Deloitte: Qube Logistics – Independent Expert Report

3.7 Financial performance The audited income statements of Qube for the years ended 30 June 2009 and 30 June 2010 and audit reviewed income statement for the half year ended 31 December 2010 are summarised in the table below.

Table 4: Financial performance

Audited Audited Reviewed 12 months 12 months 6 months Jun 09 Jun 10 Dec 10 ($‘000) ($’000) ($’000)

Dividends and distribution income 10,966 12,064 14,765 Interest income 2,475 2,433 1,909 Net gain / (loss) on financial instruments held at fair value through (20,070) 23,194 53,017 profit and loss Other 4 30 24 Total revenue (6,625) 37,721 69,715

Management fee 2,895 3,794 3,823 Performance fee - - 3,450 Other 906 1,798 1,524 Earnings before interest, tax, depreciation and amortisation (10,426) 32,129 60,918 (EBITDA) Margin (%) n/m 85% 87%

Finance costs 1,846 1,994 1,853 Amortisation 223 222 207 Net profit before tax (NPBT) (12,495) 29,913 58,858 Margin (%) n/m 79% 84%

Income tax expense 39 5,589 22,125 Net profit after tax (NPAT) (12,534) 24,324 36,733 Margin (%) n/m 64% 53%

Source: Qube annual and half year reports

Note: n/m = not meaningful We note the following with regard to the recent financial performance: • Qube’s financial performance is driven by dividends received from listed and unlisted investments, revaluations of these investments and interest received on cash balances. In recent periods, the financial performance has significantly improved as a consequence of:

o improved economic conditions including the strong Australian dollar, the resources boom and the robust rural sector which have had a positive impact on volumes

o substantial capital investments in, and acquisition of, underlying operating businesses. • the loss of $12.5 million in the year ended 30 June 2009 was primarily due to the losses Qube sustained on listed infrastructure investments which coincided with the global financial crisis. Qube has subsequently sold many of these investments to focus on its operating logistics businesses 27

Deloitte: Qube Logistics – Independent Expert Report

• with the exception of the period ended 30 June 2009, Qube’s margins have been relatively stable • a large and increasing proportion of Qube’s revenue is attributable to the revaluation of its unlisted investments. In the year ended 30 June 2010 this amounted to 61%, and in the period ended 31 December 2010 the contribution was 76% Qube has recognised $3.5 million performance fee provision in addition to management fees of $3.8 million paid in the half year ended 31 December 2010.

3.8 Financial position The audited balance sheets of Qube as at 30 June 2009 and 30 June 2010 and the audit reviewed balance sheet as at 31 December 2010 are summarised in the table below.

Table 5: Financial position

Audited Audited Reviewed Jun 09 Jun 10 Dec 10 ($’000) ($’000) ($’000)

Cash 44,966 23,166 68,729 Receivables 747 1,250 4,909 Financial assets 9,002 10,305 7,913 Total current assets 54,715 34,721 81,551

Financial assets 167,685 454,774 500,691 Intangibles 3,786 9,052 8,845 Total non-current assets 171,471 463,826 509,536

Payables 454 941 1,113 Distributions payable 4,084 - - Financial liabilities 57 21 23 Provisions - - 3,450 Borrowings - 48,278 - Total current liabilities 4,595 49,240 4,586

Deferred tax liabilities 39 5,336 27,192 Borrowings 24,125 - 48,322 Total non-current liabilities 24,164 5,336 75,514

Net assets 197,427 443,971 510,987

Contributed equity 200,136 427,165 465,177 Retained earnings/(losses) (2,709) 16,806 45,810 Total equity 197,427 443,971 510,987

Net asset backing per unit $0.97 $0.95 $0.99

Source: Qube annual and half year reports 28

Deloitte: Qube Logistics – Independent Expert Report

We note the following with regard to the above summary of financial position: • Qube’s cash balance increased during the half year ended December 2010 to $68.7 million, primarily due to the rights issue that closed on 7 July 2010 • current financial assets of $9.0 million in the year ended 30 June 2009 represents listed securities, in the periods ended 30 June 2010 and 31 December 2010 the balances of $10.3 million and $7.9 million respectively represent listed infrastructure, utilities and other securities • Qube’s operating businesses are measured at fair value and classified as non current financial assets. In the period to 31 December 2010, the fair value of the ABGS businesses increased by $39.1 million (16.3% increase), Landside Logistics by $7.1 million (5.8% increase) and the Strategic Development Assets were largely unchanged • the provision of $3.5 million as at 31 December 2010 relates to the performance fee payable to KFM, however the actual fee payable may vary upwards or downwards depending on the return achieved at year end (30 June 2011) • the deferred tax liability of $27.2 million recognised in the half year ended 31 December 2010 largely relates to the revaluations of Qube’s operating logistics assets • Qube’s debt facility of $48.3 million was raised in December 2007 to partly finance Qube’s investment in MIPT. The facility became current in the financial year ended 30 June 2010 as it was due to expire in December; however it was recently refinanced for 3 years to December 2013. The refinanced facility is a non revolving cash advance with the National Australia Bank (NAB) • Qube’s total equity more than doubled over the year to 30 June 2010 due to significant equity issuance including 191 million units as consideration for acquiring KEL and $64 million in institutional placements and rights issues. In the half year to 31 December 2010 additional capital was raised through a rights offer. The allocation of Qube’s total assets as at 31 December 2010, by principal business segment, was as follows:

Figure 5: Total gross assets by business segment Listed Investments & Landside Other Assets Logistics 12% 24%

Strategic Development AGS Assets 47% 17%

Source: Qube financial reports, Deloitte Corporate Finance analysis

Notes: 1.Strategic development assets include unlisted logistics investments such as Moorebank that do not fall within the other two segments

Deloitte: Qube Logistics – Independent Expert Report

3.9 Strategy and outlook It is anticipated that Qube’s core operations will grow further in the medium to long term due to expectations of an extended boom in commodities and resources, continued growth in the volume of imports and exports and rising demand for motor vehicles. Qube’s overall business strategy is to further integrate its operations to develop a comprehensive logistics supply chain. Qube’s strategies in each of its business segments is set out below. Landside Logistics Qube’s strategies for the landside logistics segment are as follows: • focus on the growth of Qube Rail by way of increasing the number of scheduled services and locomotives • complement organic growth with selective acquisitions • leverage POTA’s position as one of only two industry participants providing a full range of port logistics services on a national basis; for example by operating 24 hours a day at major ports around Australia and developing sophisticated cargo tracking technology to enable customers to track their orders in real time. ABGS Qube’s primary strategy for the ABGS segment is the expansion of key infrastructure, especially related to resources and project cargo. Specifically, Qube may invest in new both single and multi-product facilities given that many existing resource port facilities are operating at capacity and demand from medium size miners who do not have their own infrastructure is significant. Other areas of growth for the ABGS segment may be vertical integration acquisitions (such as rail) as well as further growth in automotive services. Strategic development assets There is significant upside potential in Qube’s Moorebank and Minto strategic assets due to government policy and existing road congestion. In the short term, Qube will continue to progress the analysis, planning and approvals required to transform the assets into intermodal rail terminals in consultation with its investment partners.

Deloitte: Qube Logistics – Independent Expert Report

4 Key industry drivers 4.1 Overview The key sub-sectors of the logistics industry that are applicable to Qube’s underlying investments include: • ABGS: includes port authorities, port facility managers, port operators, stevedoring and motor vehicle pre- delivery and inspection services. POAGS also services the bulk logistics sector including coal, iron ore and other mineral products • landside port logistics: provision of services including the transportation and distribution of products to and from seaports, directly and also through distribution centres, through a range of modes (such as road, rail, sea and air) at various locations Australia wide • intermodal rail terminals: ownership and operation of inland rail terminals that act as an alternative to offloading cargo near major ports and using road and rail freight to transport goods Other areas of the wider logistics industry such as domestic road and air freight transport are not as relevant when considering Qube’s operations and thus have not been analysed in this report. The three industry sub-sectors identified above are underpinned by several common drivers which are discussed in further detail below. Common drivers in the Australian port logistics industry include: • gross domestic product (GDP) – strong economic growth in Australia is expected to result in a greater level of consumption of both domestically produced and imported goods in Australia. The Economist Intelligence Unit (EIU) forecasts that Australia’s GDP will grow at an average nominal rate of 5.9% over the period from 2011 to 20156. This incorporates an average rate of inflation of 2.7% over the same period. Australia’s economic growth will increase the volume of trade and it is expected that this will flow on to the port logistics industry in Australia. The figure below presents forecast annual nominal GDP growth over the period to 2015.

Figure 6: Australia’s GDP nominal growth forecast

Source: EIU, Deloitte Corporate Finance analysis

6 EIU, Australia Country Report, May 2011 31

Deloitte: Qube Logistics – Independent Expert Report

The primary downside risks to GDP growth may include:

o a slowdown in growth in the economy of China, which may occur as a result of government monetary policy tightening

o European sovereign debt issues triggering further turmoil in international financial markets o a prolonged impact on Australia’s primary and export industries due to the recent flood crisis in Queensland or other comparable natural disasters

o a decline in world commodity prices o any decrease in Australian domestic house prices. • import and export volumes – Australian exports are expected to grow at a compound annual growth rate (CAGR) of 4.5% and imports at a CAGR of 6.2% over the period between 2011 and 20157. In 2009, Australia’s main export partners were China (21.6% of total exports) and Japan (19.5%), whilst the main import partners were China (17.8% of total imports) and the United States (11.1%)8. Australia’s trade with China has grown significantly over the past 10 years reflecting the growth in the Chinese economy. As depicted in Figure 7, historical container volumes at selected Australian ports have been increasing since 2002, however this trend was disrupted by the global financial crisis in 2008/09.

Figure 7: Import & Export Volumes measured in Twenty-Foot Equivalent Units (TEUs)

2,500,000

2,000,000

1,500,000 TEUs 1,000,000

500,000

- 2002 2003 2004 2005 2006 2007 2008 2009 2010

Brisbane Sydney Melbourne

Source: Relevant port authorities, Deloitte Corporate Finance analysis

Notes

1. A TEU is a measure used for capacity in container trade • commodities and resources - demand for exports is forecast to increase in the foreseeable future due to continued international demand for commodities and resources. POAGS is exposed to demand for a number of bulk commodities and industrial metals. The Australian Bureau of Agricultural and Resource Economics and Sciences (ABARES) expects Australian iron ore exports to be earning $68.3bn in 2015-16, representing average annual growth of 11.5% from 2009-10, with the majority being exported to China9

7 Australia Country Report, February 2011, EIU 8 Australia Country Report, February 2011, EIU 9 Australian Commodities, March Quarter 2011, ABARES 32

Deloitte: Qube Logistics – Independent Expert Report

• light motor vehicle imports - in January 2011, total vehicle sales (locally produced and imported) increased 0.3%10 on the previous year. In the last five years imported vehicles have made up approximately 80% of all new motor vehicle sales11. Motor vehicle sales will be affected by a number of factors, including:

o rising demand for new vehicles as the country recovers from the global financial crisis. This contributes to the forecast increase in sales over the next few years

o uncertainty over the future of Australian manufactured motor vehicles. Some manufacturers have recently ceased all local production whilst others are relying on demand for new product lines

o changing social factors including a shift towards inner city living, an increase in car pooling, smaller cars, more efficient cars and the use of public transport in response to higher fuel and parking costs

o a forecast increase in large car replacement (e.g. Ford Falcons and Holden Commodores) the sales of which have been sluggish over the last few years due to high fuel prices, poor residual values and the weak economic environment12. • heavy equipment imports – demand for heavy mining and agricultural equipment is expected to increase due to continued international demand for commodities and resources • the Australian dollar - the current high value of the Australian dollar compared to the currencies of key trading partners such as the United States, Japan and Europe may hinder export volumes as Australian goods have become comparatively more expensive on a global scale. In contrast, this may result in an increased level of imports into Australia from countries with relatively weaker currencies. In the sections below, we discuss in further detail specific factors impacting the industries in which the Assets operate.

4.2 Australian ABGS sector Qube operates several businesses in the sector as follows: • POAGS provides stevedoring services at a number of ports throughout Australia for motor vehicles, bulk and break bulk cargo • NSS provides stevedoring services at ports in North Queensland • AAT is a port terminal operator located in key ports in the eastern states of Australia and South Australia • Prixcar provides motor vehicle pre-delivery and inspection services in New South Wales, Queensland and Western Australia. 4.2.1 Structure of sector The Australian ABGS sector comprises the following three key sub-sectors: • port facility managers: specialise in the provision of port infrastructure management services to port operators. Operators in this sector typically provide large scale infrastructure such as cranes and handling equipment to stevedores • port operators and the provision of stevedoring services: mainly comprise services including the provision of labour and equipment necessary to load or unload ships carrying various cargos. At present, Qube provides container stevedoring services at a small number of ports around Australia and provides automotive and general stevedoring at all major ports in Australia

10 Australian Bureau of Statistics 11 Australian Automotive Intelligence 12 Australian Automotive Intelligence 33

Deloitte: Qube Logistics – Independent Expert Report

• motor vehicle pre-delivery and inspection services: provision of automobile storage and vehicle processing facilities typically following importation or whilst being prepared for export. Qube’s AGBS investments operate in all the above sectors. Stevedoring Qube’s investments in the stevedoring industry can be segmented according to the type of cargo handled as follows: • bulk – cargo such as coal, grain, iron ore, oil and gasoline that is loaded or unloaded in bulk and can be dry or liquid in nature • break bulk – cargo that is not containerised and includes unitised cargo as well as miscellaneous goods in boxes, bales, cases or drums such as steel coil, aluminium and timber. It requires the most labour intensive loading and unloading procedures of the three types of cargo • roll-on, roll-off vehicles – vehicle cargo including passenger cars and heavy mobile machinery. Regional ports in Australia primarily focus on the export of commodities in the form of bulk cargo, while metropolitan ports primarily focus on delivering consumer goods via containers. IBISWorld estimates that containerised cargo represents 75% of the Australian stevedoring industry. The Bureau of Transport and Regional Economics (BTRE) forecasts that the volume of non-containerised trade will grow at 3.8% p.a. over the 20 year period to 2024-202513. The Australian general (non-containerised) stevedoring industry is dominated by two key national operators (POAGS and Asciano Group), with a number of much smaller operators at a limited number of ports. Port facility management and operation The port facility management industry typically comprises of companies that provide services and facilities to stevedores. Port facility managers, such as AAT, lease facilities from port authorities which are typically state- owned enterprises. Long term leases are negotiated subject to periodic market reviews and are generally offered in conjunction with higher capital expenditure commitments. In many instances port facility managers operate as a monopoly at the ports they manage and as such regulators have historically focused on prices charged by the managers. Amendments to any charges in some instances may involve an independent third party determination. Port facilities managers are subject to significant expenses relating to rental of port land and facilities. Port facility managers typically charge their customers on a per unit basis so their revenue fluctuates with the volume of cargo that passes through their facilities. Since revenue is significantly dependent on volumes and most costs are fixed, there can be a mis-match in timing of revenue earned and costs incurred. Motor vehicle pre-delivery and inspection services The Australian motor vehicle pre-delivery and inspection services industry covers various services including on- wharf inspections, storage and before market customisation. Patrick Autocare Pty Limited (Autocare) is the only end-to-end provider of all the aforementioned services and the only company with on-wharf processing facilities at major ports. Vehicles therefore do not need to be transported to another facility before services are carried out prior to delivery to dealerships. Merrill Lynch estimates that Autocare has 50% market share in Australia with Prixcar, AutoNexus Pty Limited and CEVA Logistics (Australia) Pty Limited being its main competitors14.

13 BTRE – Working Paper 65 – Container and Ship Movements through Australian Ports 14 Merrill Lynch - Asciano Group Broker Report – 3 February 2010 34

Deloitte: Qube Logistics – Independent Expert Report

4.2.2 Critical success factors The key factors that determine the success of participants in the ABGS sub-sector include the following: • the ability to service customers at multiple port locations around Australia • effective labour arrangements which provide flexibility during periods of high and low demand • sufficient import and export volumes to provide scale • optimum capacity utilisation and efficient use of equipment (efficient port management in the case of port operators) • access to appropriate facilities to ensure vessels are able to dock at appropriate sites as well as having the necessary terminal facilities to be able to handle customer requirements (securing such facilities in the case of port operators) A key success factor specific to the port facility management segment is superior financial management and debt management, which enable industry participants to have better control of cash flows and pricing activities. In the stevedoring segment, access to a skilled workforce to operate and manage stevedoring equipment and facilities is essential. 4.2.3 Barriers to entry Barriers to entry in the ABGS sector are high due to the scarcity of port land and berths for operations, storage and processing facilities. In addition, due to the capital intensity and maturity of the industry, participants must achieve significant economies of scale to remain viable. In addition to the above, barriers to entry in the port facilities management sub-sector also include: • developing and maintaining relations with the relevant local port regulatory body to ensure continuity of supply of infrastructure and related services • significant land acquisition costs or port rental expenses • high capital costs involved in establishing port facilities. Barriers to entry in the stevedoring sub-sector also include the following: • ability to offer Australia-wide services to customers. This is a key factor as many shipping lines operate in a number of Australian ports and therefore seek consistent service levels • securing the required skilled stevedoring labour. Barriers to entry in the motor vehicle pre-delivery and inspection services segment also include the following: • developing relationships with car manufacturers, importers and dealerships • ability to offer potential customers a vertically integrated service • development of information technology systems capable of providing visibility and tracking to customers across the supply chain • access to port land. 4.2.4 Regulation Generally, relevant port authorities are responsible for the management of the port and surrounding facilities as well as the provision of certain services such as shipping navigation and safety. Port facility managers will typically enter into contracts with port authorities for the provision of leasehold land. Terms governing these agreements vary depending on the nature and term of the facility manager contract. In December 2009, the Australian Competition and Consumer Commission (ACCC) granted conditional authorisation to AAT allowing it to continue operating its terminals in pre-existing ports. The ACCC review was 35

Deloitte: Qube Logistics – Independent Expert Report

brought about due to AAT’s operations being effectively a monopoly in some of the ports in which it operated and ACCC claims that, in relation to the formation of AAT, the relevant joint venture parties had entered into anti-competitive agreements. The case brought by the ACCC was dismissed with no adverse findings for AAT and authorisation was granted to AAT on the basis that the company complies with the following conditions: • AAT to provide a mechanism for stevedores to seek access to AAT’s terminals • the implementation of a process for independent review of AAT’s price increases to terminal end-users • AAT to provide end-users with a dispute resolution process for non-price disputes15. 4.2.5 Future expectations Growth in the ABGS sector is expected to be underpinned by expected future growth in Australia’s GDP, the continuing demand for resources and increasing import and export volumes. Future expectations for each of the sub-sectors within the ABGS sector are discussed below. Stevedoring The performance of stevedores in Australia is largely driven by import and export volumes (as revenue is typically earned on a per lift or movement basis) and the management of industrial relations. IBISWorld expects stevedore revenues will grow at 5% per annum for the period 2011 to 2015. Port facility management AAT’s revenues are predominantly driven by import and export volumes of motor vehicles, heavy mobile machinery for the mining and agriculture industries, break-bulk cargo and some bulk cargo, the drivers of which have been highlighted in the sections above. IBISWorld16 expects port operators’ revenues to grow at 4.6% per annum for the period 2011 to 2015. This statistic includes port operators that retain ownership of landside port property and as such receive rental revenues in addition to any operational revenue. Motor vehicle pre-delivery and inspection services Future growth in the motor vehicle pre-delivery and inspection segment is expected to be correlated with the level of new motor vehicle imports, and to a lesser extent exports.

4.3 Australian landside port logistics POTA is one of only two integrated providers of a range of port focused land logistics services Australia-wide, including port containerised transport, container parks, container freight stations, land-bridge rail services, rail terminals and incidental warehousing, local distribution and freight forwarding. 4.3.1 Structure of sector The landside port logistics segment represents a portion of the overall logistics industry in Australia, however, it is a growing segment. The segment comprises companies providing transport and cargo handling solutions, specifically: • transportation of full and empty containers by road and rail • customs bonding and Australian Quarantine and Inspection Services (AQIS) support • empty container repair and storage facilities • container freight station operations • warehousing and freight distribution

15 ACCC determination, 3 December 2009 16 IBISWorld is a strategic business information provider offering information on industries, major companies and business environments 36

Deloitte: Qube Logistics – Independent Expert Report

• customs clearance and international freight forwarding. There are numerous ports around Australia, ranging from single berth locations handling a hundred tonnes per annum to multi-purpose facilities handling millions of tonnes per annum. POTA operates mainly in capital cities around Australia. To remain competitive these ports must ensure transport and logistics services are available to move goods in a timely and efficient manner. The landside port logistics industry is fragmented. The two largest participants are POTA and Asciano, which both provide a broad range of services across the logistics supply chain on a national basis. POTA management estimates there are over 250 recognised port logistics operators in Australia which typically operate in only one segment of the market. It is due to this fragmentation that the segment is also highly competitive. Industry size and capacity will increase over the next few years due to new port terminals being developed in Brisbane, Sydney and Melbourne. The industry has a diverse customer base including many of Australia’s largest manufacturers, agricultural exporters, retailers, wholesalers, consumer and industrial importers and all major shipping lines. In the future, industry observers expect landside port logistics operators to play an increasingly important role in managing the supply chain of companies. 4.3.2 Critical success factors The success of the landside port logistics sector is highly dependent on import and export volumes. Specifically, the industry’s business volumes reflect variations which are dependent on global and Australian GDP. An adverse change in either may have a material adverse effect on the industry. Additional factors impacting the success of landside port logistics companies include: • strategic locations in terms of port access • capital investment to ensure optimum productivity levels • successful industrial relations policies • superior financial and debt management • access to infrastructure through long term leasing contracts or ownership. 4.3.3 Barriers to entry Operators in the landside port logistics industry require significant resources and the scale of a national operation in order to compete effectively and profitably. The cost involved in developing assets and infrastructure represents a deterrent to new entrants. Additional barriers to entry include: • significant land acquisition and or leasehold commitments near port and rail facilities • large capital investment required to develop and sustain the national integrated service offerings sought by larger customers • developing national customer relationships and reputation necessary to commence operations • obtaining regulatory permits to operate rail services. 4.3.4 Regulation A sizeable portion of the industry’s operations revolves around customs and other security regulations. Government agencies such as AQIS protect Australian borders with controls on products that enter the country. Operators within the landside port logistics industry provide services to ensure their customers continue to comply with changing government regulations.

Deloitte: Qube Logistics – Independent Expert Report

4.3.5 Future expectations Generally, growth in the landside port logistics sector is expected to have similar drivers to that of the stevedoring industry, which as described above include the growth in imports and exports and the strength of the Australian economy. Going forward, the use of trucks to collect containers from ports may decline due to a combination of factors including road congestion, pollution concerns and portside land constraints. It is expected that industry participants will look to derive scale and pricing efficiencies through the increased use of rail as a transportation medium between the ports and intermodal freight centres. ARTC, which is owned by the federal government, has invested $875 million in the SSFL which forms part of the strategy aimed at meeting growing freight demand and improving the competitiveness of rail compared to road freight. The introduction of a third major stevedore Hutchison Port Holdings (HPH) into Sydney and Brisbane is expected to have a neutral to positive impact on the industry. Given that, in the short term, HPH will not have a landside logistics business, thus there may be opportunities for established landside logistics participants to gain new customers from those who will engage HPH for stevedoring services.

4.4 Australian intermodal rail terminal sector Qube holds interests in sites at Moorebank and Minto which at present are held as strategic land sites which may be developed into intermodal rail terminals. Given that Moorebank and potentially Minto are designed to serve the Sydney market, in particular to ease traffic congestion around Port Botany, the following section has a focus on key issues relevant to New South Wales. 4.4.1 Structure of the sector The sector comprises companies that own intermodal rail terminals that act as an alternative to offloading cargo near major ports and using road freight to transport goods. Generally, an intermodal rail terminal provides the following products or services; • rail siding, spurs or loops • road access for trucks carrying containers • working areas to allow containers to be removed from or loaded on to rail wagons • short term storage facilities for containers • lifting equipment necessary to shift containers to/from rail transport to the storage area and from trucks to storage • custom and quarantine services subject to Australian Customs Service (ACS) and AQIS terms and conditions • infrastructure that supports the above. 4.4.2 Critical success factors The critical success factors for the Australian intermodal rail terminal sector are as follows: • continued high road traffic volumes at major ports causing congestion and pollution • favourable government policy that encourages the development of intermodal rail terminals such as freight rail use targets • efficient management of the intermodal rail terminal facilities including keeping truck queuing and loading times at a minimum

Deloitte: Qube Logistics – Independent Expert Report

• effective terminal layout that minimises the movement of both road traffic and container handling equipment • sufficient distances between ports and rail terminals to ensure the cost advantages of rail transport are maximised 4.4.3 Barriers to entry The barriers to entry in the Australian intermodal rail terminal sector are as follows: • the ability to acquire or lease significant land that is located close to existing (or planned) rail track and major roads • large capital investment required to develop and sustain the terminal • developing customer relationships with reliable landside logistics companies that use the terminals. 4.4.4 Future expectations The intermodal rail terminal industry represents a portion of the Australian logistics industry that has the potential to grow significantly in the medium to long term due to: • government support: as evidenced by the state government owned, Sydney Ports Corporation’s plans to double the current percentage of containers being transported from Port Botany by freight rail from 20% to 40% and ARTC’s investment in the SSFL • congested roads: which leads to rail transportation being a more efficient mode of transport • public environmental attitudes: given that rail transport is widely perceived to have lower air and noise pollution impact than road transport.

Deloitte: Qube Logistics – Independent Expert Report

5 Profile of New Qube 5.1 Overview If the Proposed Restructure proceeds, New Qube will be an ASX listed diversified logistics company with several operating businesses in the port and logistics sector with an internalised management team. The simplified group structure of New Qube is set out in the figure below.

Figure 8: New Qube structure New Qube

Landside Automotive, Bulk and General Stevedoring Strategic Logistics Development Assets

77.5%

54.2% 77.2% 76.6% KWAL

K-POAGS K-AAT K-NSS 50.0%

K-LAL 94.7% 100.0% 50.0% 50.0% 30.0% 50.0%

50.0%

Minto POTA POAGS AAT NSS Prixcar MIPT Properties

Effective interest

94.7% 54.2% 38.6% 38.3% 19.4% 30.0% 50.0% Source: Qube

Notes: 1. Qube structure does not reflect transactions with WWH or Kawasaki

2. Figure excludes wholly owned intermediary subsidiaries

5.2 Board and management New Qube will have its own independent management team and cost structure. The key board members will include: • Chris Corrigan (Chairman) • Maurice James (Managing Director) • Sam Kaplan (Non-executive director)

Deloitte: Qube Logistics – Independent Expert Report

Each of CIP, Kawasaki and WWH have been invited to nominate a person to join the board of New Qube with effect from the completion of the Proposed Restructure. As at the date of this report CIP, Kawasaki and WWH have yet to make a nomination although each has indicated their intention to do so prior to the completion of the Proposed Restructure. Refer to Section 6 of the Unitholder Booklet for the professional biography of the above individuals as well as the senior management team of New Qube. KFM and New Qube have agreed arrangements for the transition of personnel currently engaged in the management of Qube should the Proposed Internalisation be approved.

5.3 Financial considerations In return for terminating the IMA and facilitating the internalisation, New Qube will pay KFM a one off payment of $40 million, which comprises of $32 million of New Qube securities and the balance in cash. Due to the issue of New Qube securities, existing Qube unitholders will have their share of New Qube net tangible assets diluted however will no longer pay external management fees which is expected to result in ongoing net cost savings. According to KFM management the payment of the cash component of the Consideration and the issuance of share component of the Consideration is expected to result in a reduction in the net asset backing per unit of $0.04 per unit. This analysis does not to take account of the ongoing net cost savings that are expected to be realised should the Proposed Internalisation proceed. If the Proposed Restructure proceeds New Qube will be required to prepare its financial statements under accounting principles applicable to a corporate entity rather than those applicable to a managed investment scheme. Part of this will impact how New Qube will account for both its investments and the profitability of the Assets. Further details regarding the accounting implications of the Proposed Restructure are presented in Section 7 of the Unitholder Booklet.

Deloitte: Qube Logistics – Independent Expert Report

6 Evaluation of the Proposed Corporatisation 6.1 Overview Pursuant to the Proposed Corporatisation, Qube’s legal structure will change from an operating trust to a limited liability company. Qube unitholders will exchange their units in Qube for an equivalent interest in shares in New Qube. There will no longer be the requirement for the role of responsible entity and instead New Qube would constitute its own board of directors. In considering whether the Proposed Corporatisation is fair and reasonable to Non Associated Unitholders and therefore in the best interest of Qube unitholders we have considered the overall effect of the Proposed Corporatisation on unitholders and formed a view as to whether the expected benefits outweigh any disadvantages that may result from the Proposed Corporatisation. The potential advantages and disadvantages of the Proposed Corporatisation are set out in the sections below.

6.2 Advantages of the Proposed Corporatisation The likely advantages to unitholders if the Proposed Corporatisation is approved include: More appropriate corporate governance Should the Proposed Corporatisation be implemented there will be additional corporate governance requirements for New Qube such as: • New Qube’s shareholders will be able to elect and remove the directors of the board however unitholders will forego any benefits associated with having an independent responsible entity. Directors of New Qube will have statutory obligations to act in the best interests of New Qube shareholders. Election to the board by shareholders will increase the accountability of directors. Currently the only recourse available to unitholders dissatisfied with the performance of Qube is to vote to remove the responsible entity and/or the investment manager • New Qube’s directors will have direct responsibility for and involvement in the development of New Qube’s strategy whereas under the current trust structure, the directors of the responsible entity are not required to be directly involved in the operations or strategic direction of the business • a statutory requirement to hold an AGM. Qube is currently not required to hold an AGM • disclosure of the composition of remuneration of the chief executive officer (and other key executives) will be required. This is not the case under the current structure. Improved flexibility to implement capital and other initiatives New Qube will have a board of directors responsible for the development, review and implementation of its strategy and capital initiatives. Whilst the responsible entity currently performs some duties that will pass to the New Qube board the relatively greater degree of operational familiarity of the New Qube board with respect to the Assets will support more timely decision making. Improved comparability to peers may lead to increased investor interest New Qube’s company structure may increase investor interest through improved comparability to its peers and a simplified structure. The reasons for this include: • Qube’s existing trust structure combined with associated management fees is more common for entities that derive most of their income from passive investments. Whilst at inception, a majority of Qube’s investments were passive in nature, over time Qube has increased these interests and in some cases obtained controlling interests. A corporate structure has traditionally been adopted for entities that control operating businesses

Deloitte: Qube Logistics – Independent Expert Report

• Qube’s peers tend to operate under corporate structures. Qube’s existing structure can make comparisons with peers more challenging primarily because of the impact of management and performance fees. The Proposed Corporatisation will enable a more direct comparison of Qube with its peers • a number of potential institutional investors including some overseas investors may presently be prohibited from investing in trust structures under their investment mandates. The New Qube company structure would remove these barriers to investment. Increased institutional investor interest may result in increased liquidity of New Qube shares. Allows benefits of the Proposed Internalisation to be realised The Proposed Internalisation is conditional upon the Proposed Corporatisation being approved by unitholders. We have assessed the Proposed Internalisation to be fair and reasonable and as part of this assessment we have estimated the net present value of the net cost savings to New Qube to be greater than the value of the Consideration under each of the three scenarios considered. Accordingly, approval of the Proposed Corporatisation will allow the benefits of the Proposed Internalisation to be realised.

6.3 Disadvantages of the Proposed Corporatisation The likely disadvantages to unitholders if the Proposed Corporatisation is approved include: Transaction costs Qube will incur transaction costs in connection with the Proposed Corporatisation. The estimated costs for the Proposed Restructure, comprising both the Proposed Corporatisation and the Proposed Internalisation, are in the region of $2.2 million. These costs include stamp duty, professional fees, costs of negotiating and implementing the Proposed Corporatisation and if approved, the Proposed Internalisation. However it should be noted that by the date of the unitholder meeting the vast majority of these costs (excluding stamp duty) will have been incurred. Directors fees greater than current costs If the Proposed Corporatisation proceeds, New Qube will no longer incur certain expenses as a consequence of operating within a trust structure. These trust expenses include responsible entity, IAC and custody fees. However, New Qube will incur fees in hiring and maintaining a board of directors. To the extent that the fees payable to the new directors of New Qube exceed the costs currently incurred this will result in a net cash outflow. KFM has estimated that the net incremental cash outflow will be in the region of $0.3 million in the first annual period of implementation. Assuming an annual growth rate of 3% in these expenses and a discount rate in the region of 11% to 13% the net present value of this incremental cash outflow is in the region of $3.0 million to $4.0 million, which equates to approximately 0.5 to 0.7 cents per Qube unit. Whilst this is a disadvantage associated with the Proposed Corporatisation in our opinion it is relatively immaterial and we note that should the Proposed Internalisation proceed the disadvantage will be more than offset by the net financial benefits associated with the Proposed Internalisation. The Proposed Internalisation is further assessed in Section 7.

6.4 Other considerations We note that since July 2010, Qube has been treated as a public trading trust for tax purposes, meaning it is taxed as if it were a company. Management has informed us that the Proposed Restructure will not result in any material change in the tax status of Qube or the treatment of income and capital gains for Australian resident tax payers.

Deloitte: Qube Logistics – Independent Expert Report

6.5 Conclusion Based on the above, we are of the opinion that the advantages outweigh the disadvantages and therefore the Proposed Corporatisation is fair and reasonable to Non Associated Unitholders. It is therefore in the best interests of unitholders.

Deloitte: Qube Logistics – Independent Expert Report

7 Evaluation of the Proposed Internalisation 7.1 Overview If the Proposed Internalisation is approved and implemented KFM will cease to provide investment management services to Qube. New Qube will appoint a management team to perform these duties. Following the implementation of the Proposed Internalisation, New Qube will no longer pay management or performance fees to KFM (with the exception of those payable as at the date of the implementation of the Proposed Restructure). If the Proposed Internalisation is not approved but the Proposed Corporatisation is approved, KFM will continue to serve as Qube’s investment manager and the responsible entity arrangement with The Trust Company will be terminated. If neither the Proposed Internalisation nor the Proposed Corporatisation is approved, KFM and The Trust Company will continue to serve as investment manager and responsible entity respectively under new or existing agreements. In considering whether the Proposed Internalisation is fair, we have compared the fair market value of the Consideration to the fair market value of the estimated net future cost savings expected to result from the termination of the IMA (Net Cost Savings). Our assessment as to the fairness of the Proposed Internalisation is set out in Section 7.2. In assessing the reasonableness of the Proposed Internalisation, we have had regard to the likely advantages and disadvantages to unitholders of Qube of accepting the Proposed Internalisation. Our assessment is set out in Section 7.3.

7.2 Fair ness In considering whether the Proposed Internalisation is fair we have prepared a discounted cash flow analysis of the Net Cost Savings under a number of hypothetical scenarios. In doing so we considered future management fees payable if the Proposed Internalisation did not proceed together with the incremental costs to be incurred if the Proposed Internalisation proceeds. 7.2.1 Valuation of the Net Cost Savings Future management fees The future management fees will in large part be dependent on the future growth in Qube’s underlying GAV, which is difficult to predict with any degree of certainty. Given this uncertainty, in our view it is more meaningful to assess the financial impacts across a range of potential scenarios in order to provide unitholders with an overview of the potential outcome under a range of circumstances.

Deloitte: Qube Logistics – Independent Expert Report

The figure below depicts historical GAV and management fee expenses as incurred by Qube.

Figure 9: Historical GAV and management fees 700 9

8 600 7 500 6

400 5

300 4 3 200 2 100 1

- - Jun-07 Dec-07 Jun-08 Dec-08 Jun-09 Dec-09 Jun-10 Dec-10

GAV (LHS) $'million Annual management fee expense (RHS) $'million

Source: Qube annual reports Notes:

1. For the purpose of the above figure, the reported half year management fee expense has been annualised. Year end expenses are reflective of reported annual expenses.

The observed movements in the reported GAV do not solely reflect growth in the value of the underlying assets of Qube due to a number of capital initiatives that have been undertaken. The most material impact, as noted in Section 3.1, was the merger with KEL in May 2010 which effectively doubled Qube’s interest in the underlying Assets. Expected term of the IMA In order to estimate the future management fees payable by Qube we have considered the likely duration of the IMA and assessed the likelihood of early termination. As mentioned in Section 3.4.2, the IMA commenced in November 2006 for an initial period of 10 years, after which it automatically renews for a further 10 year period to November 2026. With the exception of certain circumstances such as a material breach by KFM, during the initial 10 year term, Qube can terminate the IMA if directed to do so by a special resolution of unitholders, and during the subsequent 10 year term, Qube can terminate the IMA if directed to do so by an ordinary resolution of unitholders. We have assumed the IMA will not be terminated prior to its expiry date (26 November 2026) based on the following: • KFM has indicated that, in the absence of the Proposed Restructure, it would not support any proposed resolution directing The Trust Company to terminate the IMA. It is also likely that the shareholders of KFM and their related entities would not be supportive of such a proposed resolution. KFM has advised that these parties would be entitled to cast a vote on such a resolution and as at the date of this Report, the interests of these parties is equivalent to approximately 23% of outstanding units • Qube unitholders are likely to have considered the management expertise of KFM when initially investing in Qube. We understand that recent feedback from investors is supportive of the current management team which may imply that investors would not be in favour of terminating the IMA except in the circumstances where the services of key members of the management team could be retained. Historical anecdotal evidence shows that buyers of comparable management agreements are likely to price these arrangements assuming they would continue in place for periods longer than their legal life. 46

Deloitte: Qube Logistics – Independent Expert Report

Taking these factors into account we believe it is unlikely that KFM would be removed as manager prior to the expiration of the renewal period in 2026. It is anticipated that on expiry of the IMA Qube unitholders would have the opportunity to assess a future course of action, either to renew the agreement or pursue a transaction similar to the Proposed Internalisation. As a consequence we have not considered the period. Future GAV growth We have estimated the future cash flows attributable to the Future Management Fees under a number of scenarios relating to the growth in GAV. We have developed these scenarios as follows: • Low Return Scenario: assumes annual growth in the value of the Assets of 4% per annum, based on the EIU’s forecast for long term growth in Australian GDP17 • Medium Return Scenario: assumes annual growth in the value of the Assets of 6% per annum. This represents a scenario whereby expected short term nominal growth in GDP of 5.9% will continue into the future • High Return Scenario: assumes annual growth in the value of the Assets of 8% per annum. This corresponds to forecast growth in Australian imports and exports18, and is consistent with historical growth in container volume throughput at Australia’s larger ports A different growth rate has been assumed for cash and listed security assets to reflect the expected lower relative returns for these asset classes. We have assumed a growth rate of 4% in all three scenarios which has been based on forward interest rate estimates and takes into account the likelihood that funds would be held at call to ensure timely access.

Table 6: Summary of scenario analysis Growth rate Growth rate Listed securities and Assets cash balances

Low Return Scenario 4.0% 4.0%

Medium Return Scenario 6.0% 4.0%

High Return Scenario 8.0% 4.0%

Source: Deloitte Corporate Finance analysis

In performing our analysis we have made a number of assumptions: • all assets are assumed to grow at a constant rate of return per annum. The growth rates assumed are net of any distributions and management fees paid out to Qube • investment management fees remain constant at 0.6% per annum for cash and listed security assets and 1.5% per annum for operating asset investments (excluding GST). We have assumed that a GST credit will be receivable on any GST payable on investment management fees • we have not included any performance fees payable to KFM in our analysis. Since listing Qube incurred performance fees in the June 2008 financial year and has recognised a provision in the December 2010 half year financial report. Recognition of any performance fees would increase our assessed value of the Future Management Fees • we have applied a corporate tax rate of 30%.

17 EIU, Australia Country Report, May 2011 18 Deloitte Access Economics, Business Outlook, March 2011 47

Deloitte: Qube Logistics – Independent Expert Report

We have based our analysis on Qube’s reported GAV as at 31 December 2010 which was adopted by Qube’s directors for financial reporting purposes. We have then made the following adjustments to estimate a GAV position as at 31 July 2011, reflecting the month end prior to the planned effective date of the Proposed Restructure: • we have performed limited procedures on the Director’s valuation of the Assets adopted by Qube as at 31 December 2010. Our work has been limited to a review of the mathematical accuracy of the valuation model as well as a high level assessment of the reasonableness of the assumptions adopted regarding discount rates and growth rates • the cash to be received from the placement to CIP of $116.5 million is assumed to be applied to the cash required to exercise the POTA options (refer to Section 3.3.2) of $106 million with the remainder of the funds to be held as cash • the incremental GAV recognised between the cash required to exercise the POTA option and the fair market value of the interest acquired based on the directors 31 December 2010 valuation of POTA • over the medium term Qube is likely to be required to fund the development of its strategic assets including Minto Properties and Moorebank and to make investments in other assets/businesses which meet its investment criteria. We have not made any adjustment to reflect these potential investments or any debt or equity capital raised to finance other investment opportunities pursued by Qube nor have we made a corresponding adjustment to reflect potentially higher management fees payable in the future as a consequence • we have estimated the GAV position at 31 July 2011 to reflect the likely timing of the implementation of the Proposed Internalisation. We have applied a proportionate growth factor to the 31 December 2010 GAV (net of the above mentioned adjustments) consistent with those presented in Table 6. A summary of the GAV under the above defined scenarios is presented in the figure below.

Figure 10: GAV scenario profile ($ thousands)

2,500

2,000

1,500

1,000

500

High Return Scenario Medium Return Scenario Low Return Scenario

Source: Deloitte Corporate Finance analysis

We note that the above scenarios are not a forecast of future performance but have been adopted to illustrate the impact that different return profiles have on Qube’s future GAV and consequently the payment of management and responsible entity fees.

Deloitte: Qube Logistics – Independent Expert Report

Incremental costs Management of KFM has provided an estimate of the likely costs to be incurred by New Qube in its first year of operation in the event that the Proposed Internalisation and Proposed Corporatisation are approved by unitholders. These expenses are presented in the table below together with the current Qube corporate expense profile.

Table 7: Estimated New Qube expense profile

Estimated current Estimated Estimated New Qube corporate incremental Qube expenses expenses expenses ($ million) ($ million) ($ million)

Head office staff salaries and incentives 4.1 - 4.1 IT and premises expenses 0.2 - 0.2 Director related expenses 0.7 - 0.7 IAC, responsible entity and custody fees - 0.4 (0.4) Accounting, registry and ASX fees 0.6 0.6 - Legal and advisor expenses 0.2 0.4 (0.2) Other expenses 0.6 0.2 0.4

Total 6.3 1.5 4.8

Source: KFM

For the purpose of our analysis we excluded those expenses that relate to New Qube directors, the IAC, the responsible entity and custody fees as they have been considered in our evaluation of the Proposed Corporatisation. In recognising that New Qube’s expense profile is likely to have both fixed and variable elements we have assumed that the expenses will grow at 3% per annum under the Low Return Scenario, 4% per annum under the Medium Return Scenario and 5% per annum under the High Return Scenario. The growth rate applied in the Low Return Scenario is based on the Reserve Bank of Australia’s target for long term inflation. The majority of New Qube expenses relate to head office functions such as reporting, business development and strategy. In estimating the head office staff salaries and incentives an allowance has been made by KFM for performance based compensation. Based on discussions with KFM management we have assumed that the short term incentive component of the compensation for members of the New Qube management team will be correlated with the level of growth in GAV achieved. For the purpose of our analysis we have assumed that 50% of the short term incentive will vest under the Low Return Scenario, 75% under the Medium Return Scenario and 100% under the High Return Scenario. With regards to long term incentive compensation plans to be offered to New Qube management we have estimated the value to New Qube using an option pricing model taking account of the likely future share price of New Qube under a number of simulations.

Deloitte: Qube Logistics – Independent Expert Report

Profile of Net Cost Savings The profile of the forecast GAV, management fee and New Qube expenses under each scenario is provided in the table below.

Table 8: Profile of Net Cost Savings

FY2012 FY2013 FY2014 FY2026 ($ million) ($ million) (S million) ... ($ million)

Low Return Scenario GAV 779.1 810.3 842.7 1,349.2 Management fee 10.9 11.3 11.7 18.8 New Qube expenses 4.0 4.1 4.2 6.1 Net Cost Savings 6.9 7.2 7.5 12.7 Less tax (2.1) (2.2) (2.2) (3.8) Net Cost Savings (post-tax) 4.8 5.0 5.2 8.9

Medium Return Scenario GAV 799.2 845.3 894.1 1,757.9 Management fee 11.2 11.8 12.5 24.9 New Qube expenses 4.2 4.4 4.5 7.3 Net Cost Savings 7.0 7.4 8.0 17.7 Less tax (2.1) (2.2) (2.4 (5.3) Net Cost Savings (post-tax) 4.9 5.2 5.6 12.4

High Return Scenario GAV 819.4 881.3 947.9 2,295.4 Management fee 11.5 12.4 13.3 33.0 New Qube expenses 4.5 4.7 5.0 8.9 Net Cost Savings 7.0 7.6 8.4 24.1 Less tax (2.1) (2.3) (2.5) (7.2) Net Cost Savings (post-tax) 4.9 5.3 5.9 16.9

Source: Deloitte Corporate Finance analysis

Notes: 1. Excluding the expenses associated with the Proposed Corporatisation

Discount rate For the purpose of assessing the fair market value of the Net Cost Savings we have discounted the associated cash flows at an after tax discount rate of 11.0% to 13.0%. This discount rate has been selected with reference to the Assets and companies operating in comparable industries. Whilst there may be an argument to apply a lower discount rate as the investment management fees may be considered to have a lower risk profile than that of the operations of the Assets and comparable companies, this would result in an increase to the value of the Net Cost Savings. The basis for the selection of the discount rate is presented in Appendix 2.

Deloitte: Qube Logistics – Independent Expert Report

Summary of Net Cost Savings Based on the above analysis, the fair market value of the Net Cost Savings under the defined scenarios is as presented in the table below.

Table 9: Fair market value of the Net Cost Savings – scenario analysis Low High ($ million) ($ million)

Low Return Scenario 43.3 48.6

Medium Return Scenario 50.4 57.1

High Return Scenario 58.5 66.8

Source: Deloitte Corporate Finance analysis

The value of the Net Cost Savings is somewhat sensitive to the discount rate selected. The sensitivity of the estimated fair market value of the Net Cost Savings to changes in the selected discount rate and the growth rate of the Net Cost Savings under the Medium Return Scenario is presented in the table below.

Table 10: Discount rate sensitivity analysis - Net Cost Savings (Medium Return Scenario) ($ million)

Discount rate 10% 11% 12% 13% 14% 15%

2.0% 64.4 60.2 56.5 53.1 50.0 47.1 2.5% 63.6 59.5 55.8 52.4 49.4 46.6 3.0% 62.7 58.7 55.1 51.8 48.8 46.1 growth rate 3.5% 61.8 57.9 54.3 51.1 48.2 45.5 Net Cost Savings 4.0% 60.9 57.1 53.6 50.4 47.5 44.9

Source: Deloitte Corporate Finance analysis

Deloitte: Qube Logistics – Independent Expert Report

Valuation cross-check We have cross checked our assessment of the fair market value of the Net Cost Savings with recent transactions involving the internalisation of management or the acquisition of management rights. The Net Cost Savings as a percentage of GAV and as a multiple of management fees is presented in the table below.

Table 11: Implied valuation metrics

Low Return Medium Return High Return Unit Scenario Scenario Scenario

Forecast GAV at FY2011 $m 749.2 755.6 762.0

Net Cost Savings (midpoint) $m 46.0 53.7 62.6

Net Cost Savings as a percentage of GAV % 6.1% 7.1% 8.2%

Implied multiple of base management fees FY11 times 4.4x 5.1x 5.9x

Source: Deloitte Corporate Finance analysis

The table below summarises recent acquisitions and internalisations of the responsible entity and management of selected trusts. We have considered ratios implied by the transaction value as a proportion of assets under management as well as base management fee multiples for these transactions. As the management vehicle in these transactions was generally a subsidiary of an entity, insufficient earnings information was available to enable the estimation of earnings multiples.

Table 12: Transaction market evidence Base Base management management Consideration fee fee Date Listed fund/trust ($ million) ($ million) multiple % AUM

Apr 11 Spark Infrastructure 49.0 8.3 5.9x 2.2% Oct 09 Macquarie Media 40.5 10.0 4.1x 3.6% Sep 09 Macquarie Airports 345.0 42.0 8.2x 5.5% Jul 09 Viridis Clean Energy Group 2.8 1.0 2.8x 2.9% Jun 09 Macquarie Leisure Trust Group 17.0 3.1 5.5x 3.6% Mar 09 Babcock & Brown Capital Limited 5.0 3.0 5.5x n.a

Average 4.7x 3.6%

Source: Independent experts reports, company announcements, Deloitte Corporate Finance analysis

Notes: 1. AUM: assets under management We note the following in relation to these transactions: • due to the different nature of the underlying operations, differing terms of the respective management agreements and the circumstances of the respective internalisations the benchmarks provided by transaction data set out above is of somewhat limited use

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• we have removed any performance fees from the revenue multiples to enable a more consistent comparison to the multiples implied by the Proposed Internalisation. Including these performance fees would result in lower revenue multiples • the forecast revenue multiple implied by the Consideration is 3.8x and represents 5.3% of the forecast June 2011 GAV (Medium Return Scenario) • the Babcock & Brown Capital transaction was also influenced by a perceived need to terminate ties with the Babcock & Brown Group which was experiencing group debt issues at the time of the transaction • the Macquarie Media internalisation transaction enabled the operating entity to be recapitalised due to high debt levels • the Macquarie Airports transaction was significantly larger than the Proposed Internalisation and the Viridis Clean Energy Group transaction is significantly smaller and involved an entity with relatively passive assets being interest in renewable energy projects. Whilst noting the limitations associated with the benchmarks set out above, the metrics implied by the Proposed Internalisation are not inconsistent with that observed in market transactions involving the internalisation of management. 7.2.2 Valuation of the Consideration If the Proposed Internalisation is approved the Consideration will be satisfied through the issuance of New Qube shares at an aggregate issue price of $32 million and the balance paid in cash. The issue price per share will be based on the VWAP at which Qube units have traded on the ASX over the 30 business days up to the date of the general meeting to approve the Proposed Restructure. The securities to be issued represent approximately 3% to 4% of New Qube’s outstanding shares19. Unit trading The market can be expected to provide an objective assessment of the fair market value of a listed entity, where the market is well informed and liquid. Market prices incorporate the influence of all publicly known information relevant to the value of an entity’s securities. We consider the units in Qube to be liquid and the market to be informed of the key developments regarding the Assets. We note that: • Qube’s audited financial statements for the half year ended 31 December 2010 were released to the market on 24 February 2011, providing a recent update regarding Qube’s financial performance. Further, Qube has made a number of ASX announcements regarding transactions with minority shareholders in the Assets and the CIP placement during the period since the release of 31 December 2010 half year report • in the 6 months to 30 July 2011, 151 million Qube units were traded which represents approximately 25% of the units outstanding • Qube is followed by a number of equities analysts including UBS Securities Australia Limited, CCZ Equities Pty Limited, Morningstar, E.L. & C. Baillieu Stockbroking, Wilson HTM and Shaw Stockbroking • there has not been significant volatility in the recent trading of Qube’s units. Further analysis of the recent trading in Qube units is provided in Section 3.6.

19 Excluding units to be issued to WWH and Kawasaki following the completion of the Proposed Restructure 53

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The table below indicates the number of New Qube shares to be issued to KFM assuming a number of potential scenarios as to the 30 day VWAP of a unit in Qube. It also indicates the proportion of New Qube shares on issue that the scrip consideration will represent.

Table 13: New Qube shares to be issued as part of the Consideration as at 4 July 2011

Premium/(discount) to unit price as at 4 July 2011 of $1.58 (5)% (2)% - 1% 4% 8%

30 day VWAP ($) 1.50 1.55 1.58 1.60 1.65 1.70 Implied New Qube shares to be issued 21.3 20.6 20.3 20.0 19.4 18.8 (million) % of shares outstanding (post 3.4% 3.3% 3.2% 3.2% 3.1% 3.0% issuance to KFM)

Source: Deloitte Corporate Finance analysis

Notes: 1. The above analysis excludes any shares that may be issued to WWH and Kawasaki following the completion of the Proposed Restructure

We have adopted $32 million as the fair market value of the scrip component of the Consideration as we are of the view that under normal trading conditions the 30 day VWAP will be representative of the fair market value of a Qube unit. We are therefore of the view that the fair market value of the Consideration is $40 million, comprising $32 million for the share component and $8 million for the cash component. 7.2.3 Conclusion on fairness The fair market value of the Net Cost Savings under all three scenarios together with the fair market value of the Consideration are set out in the table below.

Table 14: Proposed Internalisation fairness assessment

Low High ($ million) ($ million)

Fair market value of the Net Cost Savings (Low Return Scenario) 43.4 48.6 Fair market value of the Net Cost Savings (Medium Return Scenario) 50.4 57.1 Fair market value of the Net Cost Savings (High Return Scenario) 58.5 66.8

Fair market value of the Consideration 40.0 40.0

Source: Deloitte Corporate Finance analysis

Deloitte: Qube Logistics – Independent Expert Report

The fair market value of the Net Cost Savings could be higher if Qube’s GAV grows on average in excess of the growth rates assumed in the above scenarios. Qube’s growth in GAV could also be lower than the growth rates assumed in the scenarios however we believe that this is less likely as that would be equivalent to a growth rate lower than the observed risk free rate consistently over the forecast period. The fair market value of the Consideration and the Net Cost Savings in each scenario is presented in the figure below.

Figure 11: Fair market value assessment ($ million)

High Return Scenario

Medium Return Scenario

Low Return Scenario

Consideration

30 40 50 60 70 80 Source: Deloitte analysis

7.3 Reasonableness We have considered the following factors in assessing the reasonableness of the Proposed Internalisation. 7.3.1 Advantages of the Proposed Internalisation The likely advantages to unitholders if the Proposed Internalisation is approved include: Net Cost Savings may be greater than anticipated In the event that the future performance of Qube is such that KFM would otherwise become entitled to performance fees, or the IMA between Qube and KFM is extended beyond the period currently considered in our cash flow analysis on similar terms, the net cost savings of the Proposed Internalisation would be greater in each scenario considered. Enhanced ability to raise new capital Converting to an internalised management model is likely to appeal to both domestic and international investors, in particular, investors from markets such as the US, where listed entities typically do not employ external management. Within the Australian market, in recent years, there has been a move to internalise management and institutional investors and shareholder advocacy groups have looked favourably on such changes. This may increase Qube’s relative attractiveness for future capital raisings. 55

Deloitte: Qube Logistics – Independent Expert Report

May remove a potential takeover impediment Implementation of the Proposed Restructure may result in New Qube being a more attractive takeover target, resulting in an increased likelihood of unitholders realising a takeover premium for their holding. However we note that due to the size of their interest in Qube, potential acquirers would be unlikely to succeed without the co-operation of both CIP and Taverners No. 10 Pty Limited. Enhanced alignment of management Implementation of the Proposed Internalisation will enable New Qube to more directly align the interests of the New Qube board and management to that of shareholders. Remuneration and incentive schemes may be linked to shareholder return and company performance. 7.3.2 Disadvantages of the Proposed Internalisation The likely disadvantages to unitholders if the Proposed Internalisation is approved include: Loss of access to investment opportunities Pursuant to the IMA KFM sourced and executed potential acquisitions and disposals on behalf of Qube. Once the IMA is terminated KFM will no longer be required to source these opportunities and may look to execute such transactions on its own behalf. This is mitigated to a degree as a number of key executives of KFM are taking on director and managerial roles with New Qube. Future unexpected costs and expenses Whilst we have taken account of its estimated future expense profile, New Qube will be exposed to any unexpected changes in these costs, which may include future termination, redundancy and hiring costs associated with corporate head office staff. Any such increases in costs would have previously been absorbed by KFM as part of its management fee. Transaction costs Qube will incur transaction costs in connection with the Proposed Internalisation. The estimated costs for the Proposed Restructure, comprising both the Proposed Corporatisation and the Proposed Internalisation are in the region of $2.2 million. These costs include stamp duty, professional fees, costs of negotiating and implementing the Proposed Corporatisation and if approved, the Proposed Internalisation. However it should be noted that by the date of the unitholder meeting the vast majority of these costs (excluding stamp duty) will have been incurred.

7.4 Conclusion Based on the foregoing, we are of the opinion that the Proposed Internalisation is fair and reasonable to Non Associated Unitholders.

Deloitte: Qube Logistics – Independent Expert Report

Appendix 1: Glossary

Reference Definition

α specific company risk premium AAT Australian Amalgamated Terminals Pty Limited ABARES Australian Bureau of Agricultural and Resource Economics and Sciences ABGS Automotive, Bulk & General Stevedoring businesses including AAT, POAGS, NSS and Prixcar ACCC Australian Competition and Consumer Commission ACS Australian Customs Service AFSL Australian Financial Services Licence AGM Annual General Meeting AGSM Australian Graduate School of Management Announcement Date 8 February 2011 APESB Accounting Professional and Ethical Standards Board Limited ASIC Australian Securities and Investments Commission AQIS Australian Quarantine and Inspection Services ARTC Australian Rail Track Corporation Assets, the Commonly held assets between Qube and its investment partners namely, AAT, POAGS, POTA, NSS, Prixcar, Moorebank and Minto ASX Australian Securities Exchange Limited ATO Australian Taxation Office AUASB Auditing and Assurance Standards Board AUD Australian dollars AUM Assets under management Autocare Patrick Autocare Pty Limited β beta BTRE Bureau of Transport and Regional Economics CAGR Compound Average Growth Rate CAPM Capital Asset Pricing model CIP Carlyle Infrastructure Partners Consideration The agreed termination fee of $40 million payable from Qube to KFM in exchange for the termination of the investment management agreement Consortium, the A group of investors formed in April 2007 including Qube (formerly KIL), Kaplan Equity Limited (KEL), Wilh.Wilhelmsen Holdings ASA, Kawasaki (Australia) Pty Limited and members of the senior management team of Qube Corporations Act Corporations Act (C’th) 2001 CPI Consumer Price Index Deloitte Corporate Finance Deloitte Corporate Finance Pty Limited DP World DP World Australia (POSN) Pty Limited EBITDA Earnings before interest, tax, depreciation and amortisation EIU Economist Intelligence Unit EMRP Equity Market Risk Premium FICS Financial Industry Complaints Service 57

Deloitte: Qube Logistics – Independent Expert Report

Reference Definition

FSG Financial Services Guide FY Financial year GAV Gross Asset Value GDP Gross Domestic Profit GN15 Takeovers Panel Guidance Note 15 GST Goods & Services Tax HPH Hutchison Port Holdings IAC Investment Advisory Committee IBISWorld IBIS World Pty Ltd ICAA Institute of Chartered Accountants in Australia IER Independent Expert’s Report IMA Investment Management Agreement K2 KFM Logistics Investments 2 Pty Limited K-AAT K-AATerminals Pty Limited Kawasaki Kawasaki (Australia) Pty Limited

Kd Cost of debt capital

Ke Cost of equity capital KEL Kaplan Equity Limited KFM Kaplan Funds Management Pty Limited, the investment manager of Qube KIL KFM Diversified Infrastructure and Logistics Fund KLAL “K” Line Auto Logistics (Australia) Pty Ltd K-NSS K-NSS Pty Limited K-POAGS K-POAGS Pty Limited K-POTA K-POTA Pty Limited KWAL KW Auto Logistics Pty Limited LHS Left hand side Listing Rule 10.1 Listing Rule 10.1 of the ASX Minto Properties Minto Properties Pty Ltd MIPT Moorebank Investment Property Trust NAB National Australia Bank NAV Net Asset Value Net Cost Savings The fair market value of the estimated net future cost savings expected to result from the termination of the IMA and the Trust Deed New Qube Qube Logistics Holdings Limited, a new public company, that will become the holding company for Qube if the Proposed Corporatisation proceeds Non Associated Unitholders Qube unitholders not associated with KFM or The Trust Company NPBT Net profit before tax NPAT Net profit after tax NSS Northern Stevedoring Services Pty Limited NTA Net tangible assets O&G Oversea & General Stevedoring Company Pty Limited PDS Product Disclosure Statement

Deloitte: Qube Logistics – Independent Expert Report

Reference Definition

POAGS POAGS Pty Limited POTA POTA Holdings Pty Limited POWM P&O Wharf Management Pty Limited Prixcar Prixcar Services Pty Limited Proposed Corporatisation The proposal that shareholders exchange their current interests in Qube for an equivalent interest in shares in New Qube Proposed Internalisation The proposal to internalise the management of New Qube Proposed Restructure The Proposed Internalisation together with the Proposed Corporatisation of Qube Qube Qube Logistics Regulatory Guide 111 ASIC Regulatory Guide 111

Rf Risk free rate of return RHS Right hand side

Rm Expected return on the market portfolio Section 611 Section 611 of the Corporations Act 2001 Section 640 Section 640 of the Corporations Act 2001 SSFL Southern Sydney Freight Line Stockland Stockland Corporation SWOT Strengths, weaknesses, opportunities and threats Termination Deed A deed which will be entered into by New Qube and KFM if the Proposed Internalisation is approved. The deed will terminate the existing IMA and define the transitional arrangements between the two parties TEU’s Twenty-Foot Equivalent Units The Trust Company The Trust Company (RE Services) Limited, the responsible entity of Qube Troncs Troncs Transport Solutions Trust Deed Qube’s Trust Deed Trust Scheme Scheme of arrangement for a unit trust Unitholder Booklet Booklet to be provided to Qube unitholders containing the notice of the meeting to approve the Proposed Restructure and a copy of this IER VWAP Volume Weighted Average Price WACC Weighted average cost of capital WWH Wilh.Wilhelmsen Holding ASA

Deloitte: Qube Logistics – Independent Expert Report

Appendix 2: Discount Rate The discount rate used to equate the future cash flows to their present value reflects the risk adjusted rate of return demanded by a hypothetical investor for the asset or business being valued. Selecting an appropriate discount rate is a matter of judgement having regard to relevant available market pricing data and the risks and circumstances specific to the asset or business being valued. Whilst the discount rate is in practice normally estimated based on a fundamental ground up analysis using one of the available models for estimating the cost of capital (such as the Capital Asset Pricing Model (CAPM)), market participants often use less precise methods for determining the cost of capital such as hurdle rates or target internal rates of return and often do not distinguish between investment type or region or vary over economic cycles. Since our definition of fair market value is premised on the estimated value that a knowledgeable willing buyer would attribute to the asset or business, our selection of an appropriate discount rate needs to consider that buyers incorporate other alternatives to the typical CAPM approach in estimating the cost of capital. For ungeared cash flows, discount rates are determined based on the cost of an entity’s debt and equity weighted by the proportion of debt and equity used. This is commonly referred to as the weighted average cost of capital (WACC). The WACC can be derived using the following formula: The components of the formula are:

E D WACC =( * K )( + *K (− t )1 ) V e V d c

Ke = cost of equity capital

Kd = cost of debt tc = corporate tax rate E/V = proportion of enterprise funded by equity D/V = proportion of enterprise funded by debt

The adjustment of Kd by (1- tc) reflects the tax deductibility of interest payments on debt funding. The corporate tax rate has been assumed to be 30%, in line with the Australian corporate tax rate.

Cost of equity capital (Ke)

The cost of equity, Ke, is the rate of return that investors require to make an equity investment in a firm.

We have used the CAPM to estimate the Ke for Qube. CAPM calculates the minimum rate of return that the company must earn on the equity-financed portion of its capital to leave the market price of its shares unchanged. The CAPM is the most widely accepted and used methodology for determining the cost of equity capital. The cost of equity capital under CAPM is determined using the following formula:

fe += β − fm )( + aRRRK

The components of the formula are:

Ke = required return on equity

Rf = the risk free rate of return

Rm = the expected return on the market portfolio β = beta, the systematic risk of a stock α = specific company risk premium 60

Deloitte: Qube Logistics – Independent Expert Report

Each of the components in the above equation is discussed below.

Risk free rate (Rf) The risk free rate compensates the investor for the time value of money and the expected inflation rate over the investment period. The frequently adopted proxy for the risk free rate is the long-term government bond rate. In determining Rf we have taken the 5-day average of the zero coupon 10-year Australian Government Bond yield for the period to 4 July 2011 of 5.34%. The 10-year bond rate is a widely used and accepted benchmark for the risk free rate in Australia. This rate represents a nominal rate and thus includes inflation. Equity market risk premium (EMRP)

The EMRP (Rm – Rf) represents the risk associated with holding a market portfolio of investments, that is, the excess return a shareholder can expect to receive for the uncertainty of investing in equities as opposed to investing in a risk free alternative. The size of the EMRP is dictated by the risk aversion of investors – the lower (higher) an investor’s risk aversion, the smaller (larger) the equity risk premium. The EMRP is not readily observable in the market and therefore represents an estimate based on available data. There are generally two main approaches used to estimate the EMRP, the historical approach and the prospective approach, neither of which is theoretically more correct or without limitations. The former approach relies on historical share market returns relative to the returns on a risk free security; the latter is a forward looking approach which derives an estimated EMRP based on current share market values and assumptions regarding future dividends and growth. In evaluating the EMRP, we have considered both the historically observed and prospective estimates of EMRP. Historical approach The historical approach is applied by comparing the historical returns on equities against the returns on risk free assets such as Government bonds, or in some cases, Treasury bills. The historical EMRP has the benefit of being capable of estimation from reliable data; however, it is possible that historical returns achieved on stocks were different from those that were expected by investors when making investment decisions in the past and thus the use of historical market returns to estimate the EMRP would be inappropriate. It is also likely that the EMRP is not constant over time as investors’ perceptions of the relative riskiness of investing in equities change. Investor perceptions will be influenced by several factors such as current economic conditions, inflation, interest rates and market trends. The historical risk premium assumes the EMRP is unaffected by any variation in these factors in the short to medium term. Historical estimates are sensitive to the following: • the time period chosen for measuring the average • the use of arithmetic or geometric averaging for historical data • selection of an appropriate benchmark risk free rate • the impact of franking tax credits • exclusion or inclusion of extreme observations. The EMRP is highly sensitive to the different choices associated with the measurement period, risk free rate and averaging approach used and as a result estimates of the EMRP can vary substantially. We have considered the most recent studies undertaken by the Centre for Research in Finance at the Australian Graduate School of Management (AGSM), Morningstar Inc (Morningstar), ABN AMRO/London Business School and Aswath Damodaran (Damodaran). These studies generally calculate the EMRP to be in the range of 5% to 8%. Prospective approach The prospective approach is a forward looking approach that is current, market driven and does not rely on historical information. It attempts to estimate a forward looking premium based on either surveys or an implied premium approach. 61

Deloitte: Qube Logistics – Independent Expert Report

The survey approach is based on investors, managers and academics providing their long term expectations of equity returns. Survey evidence suggests that the EMRP is generally expected to be in the range of 6% to 8%. The implied approach is based on either expected future cash flows or observed bond default spreads and therefore changes over time as share prices, earnings, inflation and interest rates change. The implied premium may be calculated from the market’s total capitalisation and the level of expected future earnings and growth. Selected EMRP We have considered both the historically observed EMRP and the prospective approaches as a guideline in determining the appropriate EMRP to use in this report. Australian studies on the historical risk premium approach generally indicate that the EMRP would be in the range of 5% to 8%. In recent years it has been common market practice in Australia in expert’s reports and regulatory decisions to adopt an EMRP of 6%. Having considered the various approaches and their limitations, we consider an EMRP of 6.0% to be appropriate. Beta estimate (β) Description The beta coefficient measures the systematic risk or non-diversifiable risk of a company in comparison to the market as a whole. Systematic risk, as separate from specific risk as discussed below, measures the extent to which the return on the business or investment is correlated to market returns. A beta of 1.0 indicates that an equity investor can expect to earn the market return (i.e. the risk free rate plus the EMRP) from this investment (assuming no specific risks). A beta of greater than one indicates greater market related risk than average (and therefore higher required returns), while a beta of less than one indicates less risk than average (and therefore lower required returns). Betas will primarily be affected by three factors which include: • the degree of operating leverage employed by the firm in that companies with a relatively high fixed cost base will be more exposed to economic cycles and therefore have higher systematic risk compared to those with a more variable cost base • the degree of financial leverage employed by a firm in that as additional debt is employed by a firm, equity investors will demand a higher return to compensate for the increased systematic risk associated with higher levels of debt • correlation of revenues and cash flows to economic cycles, in that companies that are more exposed to economic cycles (such as retailers), will generally have higher levels of systematic risk (i.e. higher betas) relative to companies that are less exposed to economic cycles (such as regulated utilities). The geared or equity beta can be estimated by regressing the returns of the business or investment against the returns of an index representing the market portfolio, over a reasonable time period. However, there are a number of issues that arise in measuring historical betas that can result in differences, sometimes significant, in the betas observed depending on the time period utilised, the benchmark index and the source of the beta estimate. For unlisted companies it is often preferable to have regard to sector averages or a pool of comparable companies rather than any single company’s beta estimate due to the above measurement difficulties. Market evidence In estimating an appropriate beta for Qube we have considered the betas of listed companies that are broadly comparable to the Assets. These betas, which are presented below, have been calculated based on weekly returns over a two year period and monthly returns over a four year period, compared to a relevant domestic or international accumulation index.

Deloitte: Qube Logistics – Independent Expert Report

Table 15: Analysis of betas for listed companies with comparable operations to Qube Net Debt / Equity Levered Beta Unlevered Beta

2 year 4 year 2 year 4 year EV 2 year 4 year weekly monthly weekly monthly Company Country ($AUD'm) average average local local local local

Diversified Qube AU 787 1% 0% 0.81 1.18 0.80 1.17 Asciano Group AU 7,187 n/m n/m 0.97 n/m 0.61 1.52 DP World Ltd UA 15,261 72% 67% 0.57 0.89 0.33 0.52 Mean 36% 34% 0.78 1.04 0.58 1.07 Median 36% 34% 0.81 1.04 0.61 1.17

Ports South Port New Zealand Ltd NZ 68 2% 1% 0.56 0.59 0.55 0.58 Piraeus Port Authority GR 574 14% 8% 0.64 0.72 0.58 0.65 Thessaloniki Port Authority SA GR 108 0% 0% 0.75 0.90 0.75 0.90 Luka Koper SV 532 96% 62% 1.12 1.14 0.64 0.65 Mean 28% 18% 0.77 0.84 0.63 0.70 Median 8% 5% 0.69 0.81 0.61 0.65 Mean - Diversified Infrastructure & Ports 32% 26% 0.77 0.94 0.60 0.88 Median - Diversified Infrastructure & Ports 22% 19% 0.75 0.92 0.61 0.91

Transportation/Logistics Australia & New Zealand Lindsay Australia Ltd AU 97 n/m n/m n/m 0.73 n/m n/m Toll Holdings Ltd AU 4,376 20% 21% 1.02 0.82 0.89 0.72 Scott Corp Ltd AU 35 61% 63% 0.63 0.97 0.44 0.68 CTI Logistics Ltd AU 82 34% 29% n/m 1.01 n/m 0.82 Mainfreight Ltd NZ 821 13% 14% 0.79 1.19 0.73 1.09 Mean 32% 32% 0.81 0.94 0.69 0.83 Median 27% 25% 0.79 0.97 0.73 0.77

International Freight Links Express Holdings Ltd SI 29 19% 22% 1.15 1.17 1.00 1.01 Panalpina Welttransport Holding SZ 2,317 0% 0% 1.24 1.49 1.24 1.49 AG Glovis Co Ltd SK 5,730 0% 0% 1.03 0.73 1.03 0.73 Hamburger Hafen und Logistik AG GE 3,275 10% 8% 1.04 1.29 0.97 1.21 Pacer International Inc US 174 21% 17% 1.42 1.68 1.24 1.47 HUB Group Inc US 1,211 0% 0% 1.12 1.00 1.12 1.00 Mean 8% 8% 1.17 1.23 1.10 1.15 Median 5% 4% 1.14 1.23 1.08 1.11 Mean - Transportation/Logistics 20% 20% 0.99 1.08 0.89 0.99 Median - 16% 15% 0.97 1.10 0.90 0.94 Transportation/Logistics

Automotive Autologic Holdings PLC GB 26 19% 27% n/m 0.81 n/m 0.71

Overall average 27% 26% 0.84 0.94 0.70 0.86 Overall median 19% 25% 0.80 0.97 0.67 0.77 Source: ThomsonReuters, Capital IQ and Deloitte Corporate Finance analysis Notes: Enterprise value as at 4 July 2011 Descriptions for each of the above companies are provided in Appendix 3.

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The observed beta is a function of the underlying risk of the cash flows of the company, together with the capital structure and tax position of that company. This is described as the levered beta. The capital structure and tax position of the entities in the table above may not be the same as those of Qube. The levered beta is often adjusted for the effect of the capital structure and tax position. This adjusted beta is referred to as the unlevered beta. The unlevered beta is a reflection of the underlying risk of the pre-financing cash flows of the entity. Selected beta (β) In selecting an appropriate beta for Qube we have considered the following: • there are limited number of directly comparable companies to Qube. Toll Holdings and Asciano are the most directly comparable ASX listed companies however both have significantly higher market capitalisations • based on the composition of Qube’s investments as at 31 December 2010 we have placed greater emphasis on the companies operating in the diversified infrastructure and ports sector and the Australian transport and logistics sector. The median unlevered beta for the companies operating in the:

o diversified infrastructure and ports sector was 0.61 and 0.91 over a two and four year period respectively

o Australian and New Zealand transport and logistics sector was 0.73 and 0.77 over a two and four year period respectively • Qube’s historically observed unlevered beta over a two and four year period of 0.80 and 1.17 respectively. On this basis we have selected an unlevered beta of 0.80 to 1.00 for Qube. Specific company risk premium (α) The specific company risk premium adjusts the cost of equity for company specific factors, including unsystematic risk factors such as: • company size (which we discuss in detail below) • depth and quality of management • reliance on one key individual or a few key members of management • reliance on key customers • reliance on key suppliers • product diversity (limits on potential customers) • geographic diversity • labour relations, quality of personnel (union/non-union) • capital structure, amount of leverage • existence of contingent liabilities. The CAPM assumes, amongst other things, that rational investors seek to hold efficient portfolios, that is, portfolios that are fully diversified. One of the major conclusions of the CAPM is that investors do not have regard to specific company risks (often referred to as unsystematic risk). There are several empirical studies that demonstrate that the investment market does not ignore specific company risks. In particular, studies show that on average, smaller companies have higher rates of return than larger companies (often referred to as the size premium). Selection of specific company risk premium We have selected a specific company risk premium of 1% to 2%. In determining this amount we have mainly had regard to the following:

Deloitte: Qube Logistics – Independent Expert Report

• Reliance on key personnel: the success of Qube and the Assets depends on attracting, hiring, training and retaining skilled personal • Strategic Assets: some of Qube’s investments are in the planning stage (Minto Properties and Moorebank) or development stage (Utah Point).There is uncertainty as to when some of these projects will become operational and the timing and quantum of the associated capital expenditure. Dividend imputation Dividends paid by Australian corporations may be franked, unfranked, or partly franked. A franked dividend is one that is paid out of company profits which have borne tax at the company rate, currently 30%. Where the shareholder is an Australian resident individual or complying superannuation fund, it will generally be entitled to a tax credit (called an imputation credit) in respect of the tax paid by the company on the profits out of which the dividend was paid. If the recipient of the dividend is another company, the dividend will give rise to a credit in that company’s franking account thereby increasing the potential of the company to pay a franked dividend at a later stage. We have not adjusted the cost of capital or the projected cashflows for the impact of dividend imputation due to the diverse views as to the value of imputation credits and the appropriate method that should be employed to calculate this value. Determining the value of franking credits requires an understanding of shareholders’ personal tax profiles to determine the ability of shareholders to use franking credits to offset personal income. Furthermore, the observed EMRP already includes the value that shareholders ascribe to franking credits in the market as a whole. In our view, the evidence relating to the value that the market ascribes to imputation credits is inconclusive. Conclusion on cost of equity

Based on the above factors we arrive at a cost of equity, Ke, as follows:

Table 16: Qube Ke

Input Low High

Risk free rate (%) 5.34% 5.34% EMRP (%) 6.0% 6.0% Beta 0.91 1.14

Specific company risk premium (%) 1.0% 2.0%

Ke – calculated 11.8% 14.2%

Source: Deloitte analysis

Cost of debt capital (Kd) In estimating the current cost of debt we have had regard to the following: • the current observed risk free rate • the cost of debt implied by the current yields of BBB rated bonds of varying maturities, which are in the range of 6.84% and 8.18% • our selected level of gearing, as discussed below • the average cost of debt of listed comparable companies. • discussions with Qube management. Net debt to equity value ratio In selecting an appropriate net debt to equity value ratio for Qube, we have had regard to companies operating across relevant segments as well as the following:

Deloitte: Qube Logistics – Independent Expert Report

• the two year average industry debt to enterprise value ratio of comparable companies for the Assets (excluding Asciano and those in a historical surplus cash position) • the general level of gearing of comparable companies in the ABGS and landside logistics industries in which the Assets operate have increased steadily over the last 2 years • discussions with Qube’s management as to its opinions of the debt capacity of the Assets • discussions with Qube’s management as to the target level of gearing for the Assets. Based on this analysis we have selected a net debt to equity value ratio of 20%. Calculation of WACC Based on the above, we have assessed the nominal post-tax WACC for Qube to be:

Table 17: Qube WACC calculation

Low High

Cost of equity capital 11.8% 14.2% Cost of debt capital 8.0% 8.0% Debt to enterprise value ratio1 16.7% 16.7% Tax rate (%) 30.0% 30.0% WACC 10.8% 12.7%

Selected WACC 11.0% 13.0%

Source: Deloitte analysis

Notes: 1. Implied based on selected debt to equity ratio

Deloitte: Qube Logistics – Independent Expert Report

Appendix 3: Comparable companies We provide the descriptions for each of the above comparables as follows: Asciano Group Asciano Group owns and operates transportation infrastructure. The company owns and operates container terminals, bulk export facilities, stevedoring equipment, and rail assets. Asciano Group operates in Australia and New Zealand. DP World DP World is a marine terminal operator that provides marine terminal operations, logistics, infrastructure development and consulting services. South Port New Zealand Limited South Port New Zealand Limited operates the Bluff Harbour in the Port of Bluff, New Zealand. Operations at the harbour include dry warehousing and storage services, cold storage facilities, drydocking for vessels, cargo handling, log debarking, container servicing and mobile harbour crane services. Piraeus Port Authority Piraeus Port Authority manages the Piraeus harbour. The company provides services such as loading and unloading cargo, warehousing and transportation of cars. It provides electricity, water and other services. Piraeus Port Authority is responsible for maintaining the port and controlling the movement of ships. Thessaloniki Port Authority Thessaloniki Port Authority manages the Thessaloniki harbour. The company provides services such as loading and unloading cargo, warehousing and offers electricity, water and other services. Luka Koper Luka Koper operates a cargo port and specialised terminals in Slovenia. Services provided by Luka Koper comprise handling, warehousing, distribution, processing, logistical, and other related services. Luka Koper is the only maritime cargo port in Slovenia located north on the Adriatic Sea. Lindsay Australia Limited Lindsay Australia Limited is an integrated transport, logistics and rural supply company. The company primarily services customers in the food processing, food services, fresh produce, rural and horticultural industries. Toll Holdings Limited Toll Holdings Limited provides express freight transport by road, rail and sea and provides integrated logistics and distribution systems, including specialized warehousing, port operations, vehicle transport and distribution, and rail passenger operations. The company also provides coastal shipping, refrigerated freight services, bulk liquid transportation and wharf services. Scott Corporation Limited Scott Corporation Limited provides bulk haulage of materials including chemical, food, gas and waste products. The company's other services includes warehousing and distribution, materials handling and waste management. CTI Logistics Limited CTI Logistics Limited provides courier services, freight forwarding, parcel, warehousing, logistic and customs broking services.

Deloitte: Qube Logistics – Independent Expert Report

Mainfreight Limited Mainfreight Limited provides and supplies freight, warehousing and logistics services throughout New Zealand and Australia. The company provides freight forwarding services by road, rail, sea and air along with providing international freight forwarding services, customs clearance services and specialized handling of hazardous substances. Freight Links Express Holdings Limited Freight Links Express Holdings Limited is an investment holding company whose subsidiaries provide freight forwarding, warehousing and distribution, and integrated logistics services. The company also sells and leases heavy equipment, and provides management consultancy and advisory services on corporate and strategy matters. Panalpina Welt Transport (Holding) AG Panalpina Welttransport Holding AG offers freight shipping and supply chain management services. The company transports freight by air and ship, and offers warehousing and distribution services. Panalpina operates worldwide. Glovis Corporation Limited Glovic Corporation Limited is a South Korean company that engages in the provision of domestic and international logistics services. Services provided by this company comprise domestic transportation, storage, packaging, vehicle logistics and logistic consulting. Glovis Corporation Limited also runs an automobile auction market for used vehicles. Hamburger Hafen und Logistik AG Hamburger Hafen und Logistik AG provides services to the port in the European North Range. The company's container terminals, transport systems, and logistic services provide a network between overseas ports and European hinterland. Pacer International Inc Pacer International, Inc. (Pacer) provides freight transportation and third-party logistics provider in North America. Pacer operates in an intermodal segment which provides rail brokerage, stacktrain, and local cartage services and a logistics segment which provides highway brokerage, international shipping, non-vessel operating common carrier and freight forwarding services, warehousing and distribution services, and supply chain management services. Hub Group Inc Hub Group, Inc. (Hub) provides freight transportation, intermodal, truck brokerage, and logistics services in North America. Hub also offers various transportation management services and technology solutions. Autologic Holdings plc Autologic Holdings plc (Autologic) provides support services in the UK to car manufacturers, importers, rental operators, contract hire companies, and dealers in the automotive industry. Autologic’s services include new vehicle preparation, technical enhancement, distribution, fleet management, used vehicle refurbishment, and remarketing.

Deloitte: Qube Logistics – Independent Expert Report

Appendix 4: Sources of information In preparing this report we have had access to the following principal sources of information: • annual reports for Qube as at 30 June 2009, 30 June 2010 and the half year report for the period ended 31 December 2010 • ASX Announcements of Qube and comparable companies of operating entities • websites of Qube, POTA, POAGS, NSS, KFM and Prixcar • Bureau of Infrastructure, Transport and Regional Economics (BITRE) website and publications including the December 2006 paper “Container and ship movements through Australian ports” Working Paper 65 • Australian Rail Track Corporation (ARTC) website and media releases • IBISWorld reports including February 2010 “Marine Cargo Handling in Australia: I6621” and September 2010 “Port Operators In Australia: 16623” • published consultants reports including Meyrick and Associates Consultant’s Report February 2006 “National Intermodal Terminal Study” • Australian Bureau of Statistics (ABS) data and reports including January 2011 “9314.0 Sales of new motor vehicles” • Economist Intelligence Unit data and reports including February 2011 “Country Report: Australia” • publicly available information and market reports on the port authorities, logistics, port operators, stevedoring, landside port logistics, car detailing, storage and intermodal rail terminal industries • other publicly available information published by ThomsonReuters, Capital IQ, Mergermarket and broker reports In addition, we have had discussions with the various members of the management teams of Qube, the Assets and with The Trust Company in relation to the above information and to current operations and future prospects.

Deloitte: Qube Logistics – Independent Expert Report

Appendix 5: Qualifications, declarations and consents The report has been prepared at the request of the directors of The Trust Company in its capacity as the responsible entity of Qube and is to be included in the Unitholder Booklet to be given to unitholders for approval of the Proposed Restructure in accordance with the requirements set out in Section 1. Accordingly, it has been prepared only for the benefit of the directors of The Trust Company and those persons entitled to receive the Unitholder Booklet in their assessment of the Proposed Restructure outlined in the report and should not be used for any other purpose. Neither Deloitte Corporate Finance Pty Limited, Deloitte Touche Tohmatsu, nor any member or employee thereof, undertakes responsibility to any person, other than unitholders and The Trust Company in its capacity as responsible entity of Qube, in respect of this report, including any errors or omissions howsoever caused. Further, recipients of this report should be aware that it has been prepared without taking account of their individual objectives, financial situation or needs. Accordingly, each recipient should consider these factors before acting on the Proposed Restructure. This engagement has been conducted in accordance with professional standard APES 225 Valuation Services issued by the APESB. Statements and opinions contained in this report are given in good faith but, in the preparation of this report, Deloitte has relied upon the completeness of the information provided by The Trust Company, KFM, Qube and their officers, employees, agents or advisors which Deloitte believes, on reasonable grounds, to be reliable, complete and not misleading. Deloitte does not imply, nor should it be construed, that it has carried out any form of audit or verification on the information and records supplied to us. Drafts of our report were issued to The Trust Company, KFM and Qube management for confirmation of factual accuracy. In recognition that Deloitte may rely on information provided by The Trust Company, KFM, Qube and their officers, employees, agents or advisors, The Trust Company, KFM and Qube have agreed that they will not make any claim against Deloitte to recover any loss or damage which The Trust Company, KFM and Qube may suffer as a result of that reliance and that they will indemnify Deloitte against any liability that arises out of either Deloitte’s reliance on the information provided by The Trust Company, KFM, Qube and their officers, employees, agents or advisors or the failure by The Trust Company, KFM, Qube and their officers, employees, agents or advisors to provide Deloitte with any material information relating to the Proposed Restructure. To the extent that this report refers to prospective financial information we have considered the prospective financial information and the basis of the underlying assumptions. The procedures involved in Deloitte’s consideration of this information consisted of enquiries of KFM and Qube personnel and analytical procedures applied to the financial data. These procedures and enquiries did not include verification work nor constitute an audit or a review engagement in accordance with standards issued by the AUASB or equivalent body and therefore the information used in undertaking our work may not be entirely reliable. Based on these procedures and enquiries, Deloitte considers that there are reasonable grounds to believe that the prospective financial information for Qube included in this report has been prepared on a reasonable basis. In relation to the prospective financial information, actual results may be different from the prospective financial information of Qube referred to in this report since anticipated events frequently do not occur as expected and the variation may be material. The achievement of the prospective financial information is dependent on the outcome of the assumptions. Accordingly, we express no opinion as to whether the prospective financial information will be achieved. Deloitte holds the appropriate Australian Financial Services licence to issue this report and is owned by the Australian Partnership Deloitte Touche Tohmatsu. The employees of Deloitte principally involved in the preparation of this report were Rachel Foley-Lewis, Director, B.Comm, CA, F.Fin, Mark Pittorino, Director, B.Comm, MAppFin, CA, Christophe Bergeron, Associate Director, MAppFin and Matthew Walden, Associate Director, B.Bus., G.Dip.AppFin (Finsia), CA, F.Fin, of Deloitte. Each have many years experience in the provision of corporate financial advice, including specific advice on valuations, mergers and acquisitions, as well as the preparation of expert reports.

Deloitte: Qube Logistics – Independent Expert Report

Consent to being named in disclosure document Deloitte Corporate Finance Pty Limited (ACN 003 833 127) of 225 George Street, Sydney NSW 2000 acknowledges that: • The Trust Company proposes to issue the Unitholder Booklet • the Unitholder Booklet will be issued in hard copy and be available in electronic format • it has previously received a copy of the draft Unitholder Booklet for review • it is named in the Unitholder Booklet as the ‘independent expert’ and the Unitholder Booklet includes its independent expert’s report in Appendix 2 of the Unitholder Booklet. On the basis that the Unitholder Booklet is consistent in all material respects with the draft Unitholder Booklet received, Deloitte Corporate Finance Pty Limited consents to it being named in the Unitholder Booklet in the form and context in which it is so named, to the inclusion of its independent expert’s report in Appendix 2 of the Unitholder Booklet and to all references to its independent expert’s report in the form and context in which they are included, whether the Unitholder Booklet is issued in hard copy or electronic format or both. Deloitte Corporate Finance Pty Limited has not authorised or caused the issue of the Unitholder Booklet and takes no responsibility for any part of the Unitholder Booklet, other than any references to its name and the independent expert’s report as included in Appendix 2.

Deloitte: Qube Logistics – Independent Expert Report

About Deloitte In Australia, Deloitte has 12 offices and over 4,500 people and provides audit, tax, consulting, and financial advisory services to public and private clients across the country. Known as an employer of choice for innovative human resources programs, we are committed to helping our clients and our people excel. Deloitte's professionals are dedicated to strengthening corporate responsibility, building public trust, and making a positive impact in their communities. For more information, please visit Deloitte’s web site at www.deloitte.com.au Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms. “Deloitte” is the brand under which tens of thousands of dedicated professionals in independent firms throughout the world collaborate to provide audit, consulting, financial advisory, risk management, and tax services to selected clients. These firms are members of Deloitte Touche Tohmatsu Limited (DTTL), a UK private company limited by guarantee. Each member firm provides services in a particular geographic area and is subject to the laws and professional regulations of the particular country or countries in which it operates. DTTL does not itself provide services to clients. DTTL and each DTTL member firm are separate and distinct legal entities, which cannot obligate each other. DTTL and each DTTL member firm are liable only for their own acts or omissions and not those of each other. Each DTTL member firm is structured differently in accordance with national laws, regulations, customary practice, and other factors, and may secure the provision of professional services in its territory through subsidiaries, affiliates, and/or other entities. © Deloitte Touche Tohmatsu. July, 2011. All rights reserved.

Deloitte: Qube Logistics – Independent Expert Report

Appendix 3 – Tax Report

The Directors The Trust Company (RE Services) Limited as Responsible Entity of Qube Logistics Level 15, 20 Bond Street SYDNEY NSW 2000

12 July 2011

Dear Directors

Tax Report

This Tax Report has been prepared for inclusion in the Booklet dated on or about 12 July 2011 in relation to the proposed Corporatisation. Capitalised terms in this letter have the same meaning as they do in the Booklet.

The Tax Report has been prepared for the Directors and should not be relied upon by any other party.

The purpose of this letter is to provide a broad summary of the Australian tax considerations for Unitholders should the Corporatisation proceed. In providing this opinion PricewaterhouseCoopers has relied upon certain facts set out in the Booklet that have not been independently reviewed or verified by PricewaterhouseCoopers.

The information below is based on existing tax law and established interpretations as at the date of this letter. The law is complex and subject to change periodically as is their interpretation by the courts and the Australian Taxation Office (ATO) and state revenue authorities (SRO). We have not sought to have our opinion ruled upon by the ATO or SRO and therefore there is a risk that the ATO or SRO may not agree with our opinion or aspects of it.

The taxation information provided below is intended as a brief guide only and does not purport to be a complete analysis of the potential tax consequences of the Corporatisation. This information applies to Australian resident individual Unitholders who hold their investment on capital account, and does not apply to Unitholders who are traders or are carrying on a business which includes deriving gains from the disposal of their Units in Qube.

PwC, ABN 52 780 433 757 Darling Park Tower 2, 201 Sussex Street, GPO BOX 2650, SYDNEY NSW 1171 DX 77 Sydney, Australia T +61 2 8266 0000, F +61 2 8266 9999, www.pwc.com.au 202

The taxation consequences of the Corporatisation are complex. Accordingly, Unitholders are recommended to seek professional tax advice in relation to their own position.

The information contained in this letter does not constitute ―financial product advice‖ within the meaning of the Corporations Act (2001) (Cth) (Corporations Act). PricewaterhouseCoopers, which is providing this letter, is not licensed to provide financial product advice under the Corporations Act. To the extent that this letter contains any information about a ―financial product‖ within the meaning of the Corporations Act, taxation is only one of the matters that must be considered when making a decision about the relevant financial product. This letter has been prepared for general circulation and does not take into account the objectives, financial situation or needs of any recipient. Accordingly, any recipient should, before acting on this material, consider taking independent financial advice from a person who is licensed to provide financial product advice under the Corporations Act.

Taxation of Qube

Qube is a public trading trust for income year ending 30 June 2011 and has elected to consolidate for income tax purposes, with effect from 1 July 2010. The key tax implications for Qube and Unitholders of this election were addressed in our letter dated 1 April 2010 and included in the Unitholder Booklet dated 15 April 2010 in relation to the acquisition of Kaplan Equity Limited by Qube. Relevantly for this letter, the decision to consolidate will mean that the Units in Qube will be treated for income tax purposes as a share in a company (and no longer an interest in a trust).

Disposal of Units in Qube

Unitholders currently hold units in Qube. Approval of the Corporatisation will involve Qube redeeming the Units held by Unitholders. The consideration provided to Unitholders for the redemption will be the issue of Shares in New Qube on a one for one basis.

Accordingly, the Corporatisation will involve the disposal of the Units on 29 August 2011 by Unitholders for Capital Gains Tax (CGT) purposes. A CGT calculation will be required in respect of each Unit held in Qube.

Any resultant capital gain or loss will need to be taken into account in determining the net capital gain to be included in the assessable income of the Unitholder in the year of income in which the disposal occurs. A net capital loss may be carried forward until the Unitholder has realised capital gains against which the net capital loss can be offset.

The amount of consideration for the redemption of each Unit in Qube should be the market value of the Shares on 29 August 2011.

It should be noted that depending on the date of acquisition and period held of each existing Unit, the CGT treatment may differ amongst individual Unitholders.

The capital gain or loss on the disposal of Units is calculated as follows: 203

The capital gain or loss is the excess or shortfall of the consideration for the disposal over the cost base of the relevant Units. If the Units have been held for less than 12 months this is the amount of gain or loss included in the net capital gain calculation. If the Units have been held for 12 months or more and there is a loss, similarly this loss is included in the net capital gain calculation. If the Units have been held for 12 months or more and there is a gain, the gain is eligible for a CGT discount (being ½ of the gain for individuals).

However, Unitholders may be eligible for CGT Rollover Relief. This is discussed in more detail below.

CGT Rollover Relief

CGT Rollover Relief is only available for Unitholders who, amongst other things, hold their Units on capital account.

Where the Corporatisation proceeds and the other requirements for CGT Rollover Relief are satisfied, Unitholders may choose for CGT Rollover Relief to apply to capital gains (but not capital losses) realised under the Corporatisation. Under a rollover, the gain that would have ordinarily been recognised on the realisation of one asset is disregarded and the cost base of that asset is transferred to the replacement asset (see the heading below under ―Cost Base of Shares in New Qube‖).

On the basis that the Corporatisation is carried out in the manner contemplated in the documents, in our opinion, CGT Rollover Relief would be available to Unitholders.

The decision to choose CGT Rollover Relief by a Unitholder must generally be made by the day the Unitholder lodges their income tax return for the year in which the CGT event happened. The way the Unitholder prepares their tax return is sufficient evidence of the making of the choice.

Cost Base of Shares in New Qube

Where a Unitholder chooses to apply the CGT Rollover Relief provisions and to the extent that rollover is available under the Corporatisation, the Shares will inherit the cost base of the Units. Those Shares will also be deemed to have been acquired on the date that the Units were acquired.

To the extent that CGT Rollover Relief cannot or is not chosen, the cost base of the Shares should be the market value of the Units (redeemed under the Corporatisation) on 29 August 2011. This should also be the date of acquisition of the Shares in New Qube.

Taxation of New Qube

Dividends from New Qube

As a company, New Qube will be liable to income tax at the corporate rate (currently 30%) on its taxable income. New Qube will receive franking credits for the amount of tax paid and franked dividends received and these may be used to frank dividends paid to Shareholders. 204

Dividends received by a Shareholder must be included in the Shareholder’s assessable income in the year in which the dividend is paid. To the extent that dividends paid to Shareholders are franked, the grossed up amount (i.e. the dividend plus the attached franking credit) is included in the Shareholder’s assessable income. The Shareholder is then allowed a tax offset equal to the franking credit.

Excess franking tax offsets (i.e. excess of franking tax offsets over tax payable) are refunded to individual Unitholders.

To the extent that dividends are unfranked, Shareholders are assessed on the unfranked dividend received and there is no franking credit available.

There are a number of measures that may affect the ability of a Shareholder to use franking credits distributed, including the holding period rule. The holding period rule requires Shareholders to hold the Shares at risk for more than 45 days during the relevant period. Given that these rules can be complex, investors should be aware of and seek specific advice on their own position.

Return of capital by New Qube

Amounts that are distributed to Shareholders may be treated as a return of capital and not a dividend, but only to the extent that the amounts are not attributable to profits of New Qube. Such amounts will be treated as a reduction in the CGT cost base of the Share. A capital gain will arise for the Shareholder to the extent that the return of capital (including any previous capital distributions, if relevant) exceeds the cost base of the Shares.

Taxation of capital gains

A disposal of Shares in New Qube will have CGT implications. Broadly, Shareholders must include any realised capital gain or loss in the calculation of their net capital gain. A net capital gain will be included in a Shareholder’s assessable income for that year. Please refer above to the calculation of the capital gain or loss on disposal.

Tax File Numbers and Australian Business Numbers

A Shareholder need not quote a Tax File Number (TFN) under the Corporatisation. However, if a TFN is not quoted, or no appropriate TFN exemption information is provided, tax is required to be deducted from any unfranked dividend paid at the highest marginal rate plus Medicare Levy (currently 46.5%).

Shareholders that hold units as a part of their business may quote their Australian Business Number (ABN) instead of their TFN.

Goods and Services Tax

The redemption of Units and issue of Shares to Unitholders should not be subject to goods and services tax. 205

Stamp Duty

Under current law, no stamp duty should be payable by Unitholders on their redemption of Units in Qube and issue of Shares in New Qube. Stamp duty will be payable by New Qube (at law) in relation to the redemption and issue of units in Qube on which it has separately been advised.

For completeness, we note that the South Australian Government has introduced changes to their stamp duty laws which are proposed to take effect from 1 July 2011. The bill implementing the changes has been passed by parliament but is still waiting for royal assent. The stamp duty position discussed above is on the basis of this bill.

Yours faithfully

Ernest Chang Partner [email protected] T: +61 2 8266 0557

Appendix 4 – Implementation Deed

Attached.

Implementation Deed

Qube Logistics Holdings Limited (ACN 149 723 053)

The Trust Company (RE Services) Limited (ACN 003 278 831) as responsible entity for Qube Logistics (ARSN 122 556 441)

Kaplan Funds Management Pty Limited (ACN 079 218 643)

Watson Mangioni Lawyers Pty Limited Corporate and Commercial Lawyers Level 13, 50 Carrington Street SYDNEY NSW 2000 Tel: (02) 9262 6666 Fax: (02) 9262 2626 Email: [email protected] 00553034-013.doc Ref: PAV 210 0363 CSC

Table of Contents

1. Definitions and Interpretation ...... 1

2. Conditions ...... 5

3. Trust's Obligations ...... 7

4. New Qube’s Obligations ...... 7

5. Completion Steps ...... 7

6. Post-Completion Steps ...... 8

7. Warranties ...... 9

8. Undertaking ...... 9

9. Dealing in Units ...... 9

10. GST ...... 10

11. Notices and Other Communications ...... 10

12. Miscellaneous ...... 11

13. Limitation of Liability - Trust ...... 12

00553034-013.doc This Implementation Deed is made on 2011

Parties:

1. Qube Logistics Holdings Limited (ACN 149 723 053) of Level 14, 3 Spring Street, Sydney NSW 2000 (New Qube);

2. The Trust Company (RE Services) Limited (ACN 003 278 831) as responsible entity for Qube Logistics (ARSN 122 556 441) of Level 15, 20 Bond Street, Sydney NSW 2000 (Trust);

3. Kaplan Funds Management Pty Limited (ACN 079 218 643) of Level 14, 3 Spring Street, Sydney NSW 2000 (KFM). Recitals:

A. New Qube and Trust wish to implement the Corporatisation on the terms set out in this Deed (conditional on, among other things, receiving the approval of Unitholders to the Corporatisation Resolutions).

B. The Parties wish to implement the Internalisation on the terms set out in this Deed (conditional on, among other things, receiving the approval of Unitholders to the Internalisation Resolution).

1. Definitions and Interpretation

1.1. Definitions

In this Deed:

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited.

Booklet means the notice of meeting and prospectus in connection with the Corporatisation which is authorised by Trust and New Qube.

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in New South Wales, Australia.

Completion means completion of the transactions contemplated in Clause 5.

Condition means a Corporatisation Condition or an Internalisation Condition.

Conditions Date means the date set out in Schedule 1 as the Conditions Date or such later date nominated as the last date for satisfaction or waiver of the Conditions either in the Booklet or by announcement made by Trust to ASX.

Constitution means the constitution establishing Qube dated 19 October 2006.

Constitution Amendment Deed means a deed amending the Constitution, substantially in the form contained in Schedule 3, together with such other consequential amendments to the Constitution as Trust reasonably considers necessary to implement the Corporatisation or otherwise required by ASIC.

Control has the meaning given in Section 50AA of the Corporations Act.

Controlled Entity means an entity under the Control of another entity.

Corporations Act means the Corporations Act 2001 (Cth).

Corporatisation means the restructuring proposal that will have the result of New Qube becoming the sole unitholder of Qube on the terms and conditions contained in this Deed.

00553034-013.doc 2

Corporatisation Provisions means Clause 5.1 of this Deed.

Corporatisation Resolutions means the resolutions substantially in the form set out in Part 1 of Schedule 2.

Deed of Retirement and Appointment of Trustee means a deed pursuant to which Trust retires as trustee of Qube and appoints a Controlled Entity of New Qube nominated by New Qube as the new trustee of Qube between Trust and New Qube’s nominee substantially in the form contained in Schedule 10.

Effective Date means the effective date of the Corporatisation, being, subject to ASX approval, the same day as the Record Date.

Eligible Unit Number means the number of Eligible Unitholder Units.

Eligible Unitholder means a Unitholder as at the Record Time other than New Qube and for the avoidance of doubt includes the IOH Transferee but excludes each Ineligible Overseas Holder.

Eligible Unitholder Unit means the Units recorded in the name of an Eligible Unitholder in the register of Units as at the Record Time.

Government Agency means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world.

IMA means the investment management agreement between Trust and KFM dated 17 November 2006.

IMA Replacement Deed means a deed terminating the IMA and replacing it with an investment management agreement between New Qube and KFM substantially in the form contained in Schedule 7.

IMA Termination Deed means a deed terminating the IMA substantially in the form contained in Schedule 8.

Independent Expert means Deloitte Corporate Finance Pty Limited.

Ineligible Overseas Holder means a Unitholder who at 4.00 pm on the Record Date has a registered address which is outside Australia and its external territories or New Zealand unless Trust and New Qube are satisfied that New Qube is not prevented from lawfully issuing New Qube Shares to such Unitholder, either unconditionally or after compliance with such conditions as Trust and New Qube regard as acceptable.

Initial Share means the one redeemable preference share issued on incorporation of New Qube, being the only security issued by New Qube prior to Completion of the Corporatisation.

Internal Management Agreement means an investment management agreement between Trust and New Qube substantially in the form contained in Schedule 9.

Internalisation means the termination of the IMA in consideration for the payment of a termination fee of $40 million plus GST to be provided in accordance with the IMA Termination Deed.

Internalisation Provisions means Clause 5.2 of this Deed.

Internalisation Resolution means a resolution substantially in the form set out in Part 2 of Schedule 2.

IOH Payment Date means the date that is 25 Business Days after the Quotation Date.

IOH Proceeds means the proceeds realised by the IOH Transferee from the sale of the IOH Units by it in accordance with the IOH Transferee Deed and Clause 6.2(a) less any brokerage, stamp duty and other selling costs, taxes and charges relating to that sale that the IOH Transferee is entitled to pay from, or be reimbursed from, the proceeds of sale in accordance with the IOH Transferee Deed.

00553034-013.doc 3

IOH Sale Period means the period of 15 Business Days commencing on the Quotation Date.

IOH Transferee means the party that holds an Australian financial services licence issued by ASIC to whom the IOH Units will be transferred on the Record Date, as further described in Clause 6.2 and the Booklet.

IOH Transferee Deed means a deed or letter agreement to be entered into between the IOH Transferee, Trust and New Qube, which includes provisions substantially in accordance with those referred to in Clause 6.2 and is otherwise consistent with the relevant disclosures regarding Ineligible Overseas Holders in the Booklet.

IOH Units means the Units registered in the name of an Ineligible Overseas Holder in the Units Register as at 4.00 pm on the Record Date and, after Completion of the Corporatisation, means the New Qube Corporatisation Shares issued on redemption of those Units in accordance with Clause 5.1(f).

IOH Unit Number means the number of IOH Units.

Liabilities means all liabilities, losses, damages, outgoings, costs and expenses of whatever description.

New Qube Constitution means the constitution of New Qube as at the date of the Unitholders' Meeting.

New Qube Corporatisation Shares means the number of New Qube Shares that Trust must subscribe for as agent and attorney of each Eligible Unitholder to ensure that each Eligible Unitholder receives one New Qube Share for each Eligible Unitholder Unit it holds which is redeemed.

New Qube Share means a fully paid ordinary share in the capital of New Qube.

New Qube Share Registry means Computershare Investor Services Pty Limited.

New Qube Share Subscription Notice means a notice substantially in the form of Schedule 5.

New Qube Share VWAP means the volume weighted average sale price of New Qube Shares sold on ASX during the first 10 days on which New Qube Shares trade (including trading on a deferred settlement basis) excluding any New Qube Shares which are sold other than in the ordinary course of trading on ASX (including any transaction referred to in the ASX Business Rules as special, crossings prior to the commencement of normal trading, crossings during the closing phase and the after hours adjust phase, any overseas trades or trades pursuant to the exercise of options over shares and any overnight crossings).

New Qube Unit Subscription Price means the issue price of a New Qube Unit determined in accordance with the Constitution (as amended by the Constitution Amendment Deed).

New Qube Units has the meaning given in Clause 5.1(d).

Prescribed Event means the occurrence of any of the following: (a) Qube disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property;

(b) Qube or any of its Controlled Entities resolving that it be wound up;

(d) the making of an order by a court for the winding up of any Controlled Entity of Qube;

(e) any Controlled Entity of Qube executing a deed of company arrangement; or

(f) a receiver, or a receiver and manager, in relation to the whole, or a substantial part, of the property of Qube or any of its Controlled Entities being appointed.

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Qube means Qube Logistics (ARSN 122 556 441).

Qube Unit Registry means Computershare Investor Services Pty Limited.

Quotation Date means the date of commencement of the quotation of New Qube Shares by ASX on a deferred settlement basis.

Recapitalisation Units has the meaning given in Clause 5.1(i).

Record Date means the date nominated as the record date for the purposes of the Corporatisation either in the Booklet or by announcement made by Trust to ASX.

Record Time means some time after 5.00 pm on the Record Date after the steps referred to in Clauses 5.1(a) – 5.1(e) have been completed.

Suspension Date means the date on which Units are suspended from trading on ASX in accordance with the Booklet.

Third Party Conditions means all Conditions other than the Unitholder Meeting Conditions.

Third Party Consent means the third party consents and approvals set out in Schedule 6.

Timetable means the timetable set out in Schedule 1 or such other timetable agreed by the Parties acting reasonably.

Unit means a fully paid ordinary unit in Qube.

Unit Register means the register of Unitholders kept pursuant to the Corporations Act.

Unit Subscription Application means an application substantially in the form set out in Schedule 4.

Unitholder means a person registered in the Unit Register as a holder of Units.

Unitholder Meeting Conditions means the Conditions which can only be satisfied if the Unitholders approve the Corporatisation Resolutions at the Unitholders' Meeting, being the condition set out in Clause 2.1(a).

Unitholders' Meeting means the meeting of Unitholders to be convened by Trust to consider the Corporatisation Resolutions and the Internalisation Resolution.

1.2. Interpretation

In this Deed, except where the context otherwise requires:

(a) the singular includes the plural and vice versa, and a gender includes other genders;

(b) another grammatical form of a defined word or expression has a corresponding meaning;

(c) a reference to a Clause, Paragraph, Schedule or Annexure is to a Clause or paragraph of, or schedule or annexure to, this Deed, and a reference to this Deed includes any Schedule or Annexure;

(d) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;

(e) a reference to A$, $A, dollar or $ is to Australian currency;

(f) a reference to time is to Sydney, Australia time;

(g) a reference to a Party is to a Party to this Deed, and a reference to a Party to a document includes the Party's executors, administrators, successors and permitted assigns and substitutes;

(h) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

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(i) 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;

(j) a word or expression defined in the Corporations Act has the meaning given to it in the Corporations Act;

(k) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;

(l) a rule of construction does not apply to the disadvantage of a Party because the Party was responsible for the preparation of this Deed or any part of it; and

(m) if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

1.3. Headings

Headings are for ease of reference only and do not affect interpretation.

1.4. Inclusive expressions

Specifying anything in this Deed after the words include or for example or similar expressions does not limit what else is included unless there is express wording to the contrary.

2. Conditions

2.1. Corporatisation Conditions The Corporatisation Provisions have no effect and the transactions contemplated by the Corporatisation Provisions will not occur until all of the following Conditions are satisfied or waived:

(a) Unitholder approval: approval of each of the Corporatisation Resolutions at the Unitholders' Meeting by the required majority;

(b) Constitution Amendment Deed: the Constitution Amendment Deed executed by Trust is lodged with ASIC pursuant to section 601GC(2) of the Corporations Act;

(c) ASX Listing and Quotation: ASX agrees to admit New Qube to the official list of ASX and to the quotation of New Qube Shares on conditions which are acceptable to Trust and New Qube;

(d) ASIC modifications and ASX waivers: New Qube and Trust obtain from ASX and ASIC all waivers from the Listing Rules or relief from the provisions of the Corporations Act that are reasonably necessary for the implementation of the Corporatisation;

(e) Third Party Consents: each Third Party Consent is granted or obtained in respect of the implementation of the Corporatisation in a form acceptable to Trust and New Qube, and those consents, agreements, waivers, licences or approvals are not withdrawn, cancelled or revoked before 8.00 am on the Conditions Date;

(f) No prohibitive orders: Prior to 8.00 am on the Conditions Date, no judicial authority or entity and no Government Agency take any action, or impose any legal restraint or prohibition, to prevent the implementation of the Corporatisation (or any transaction contemplated by the Corporatisation) which remains in force at that time;

(g) No Prescribed Event: no Prescribed Event occurs between the date of this Deed and 8:00 am on the Conditions Date; and

(h) Independent Expert Report: the Independent Expert issues its report before the date on which the Booklet is despatched to Unitholders which concludes that the Corporatisation is in the best interests of Unitholders.

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2.2. Internalisation Conditions The Internalisation Provisions have no effect and the transactions contemplated by the Internalisation Provisions will not occur until all of the following Conditions are satisfied or waived:

(a) Unitholder approval: approval of the Internalisation Resolution at the Unitholders' Meeting by the required majority; and

(b) Corporatisation complete: Completion of the Corporatisation has occurred.

2.3. Conduct of the Parties (a) Each Party must use its reasonable commercial endeavours to ensure that each Condition is fulfilled on or before the Conditions Date.

(b) A Party must notify each other Party as soon as possible after it becomes aware that a Condition is satisfied or becomes incapable of being satisfied.

2.4. Failure of Condition

Any Party may terminate this Deed by giving notice in writing to the other Parties at any time before Completion if:

(a) a Corporatisation Condition is incapable of fulfilment, where a Party gives notice to the other Parties that a Corporatisation Condition is incapable of fulfilment pursuant to Clause 2.3(b);

(b) each Corporatisation Condition is not satisfied before 8.00 am on the Conditions Date or such later date which is agreed to by the Parties; or

(c) a Corporatisation Condition having been fulfilled, that Condition does not remain fulfilled in all respects at all times before Completion.

2.5. Waiver (a) The Corporatisation Conditions are included for the benefit of Trust and New Qube. No Corporatisation Condition may be waived without the written agreement of each of Trust and New Qube in their absolute discretion.

(b) The Internalisation Conditions are included for the benefit of Trust, New Qube and KFM. No Internalisation Condition may be waived without the written agreement of each of the Parties in their absolute discretion.

(c) If a Party waives or agrees to waive a Condition, that Party is not prevented from bringing a Claim against any other Party in respect of any breach of this Deed that caused that Condition not to be satisfied.

2.6. Nature of Corporatisation Conditions The Corporatisation Conditions are conditions precedent to the formation of any contract to undertake the completion steps referred to in Clause 5. Unless and until each of the Corporatisation Conditions is satisfied or waived, no contract to undertake the completion steps referred to in Clause 5 will come into force or be binding on any Party or any Unitholder under the terms of the Constitution.

2.7. Action on termination

On termination of this Deed under Clause 2.4:

(a) Clauses 12.4, 12.5, 12.13, 12.14, 12.15, 12.16 and 13 continue to apply;

(b) accrued rights and remedies of a Party are not affected; and

(c) subject to Clauses 2.7(a) and 2.7(b), each of the Parties is released from further performing their obligations under this Deed.

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3. Trust's Obligations

3.1. Trust's obligations

Upon execution of this Deed, Trust must:

(a) announce the Corporatisation to ASX in a form agreed to by the Parties; and

(b) convene the Unitholders' Meeting and dispatch the Booklet to the holders of Units, in each circumstance, so far as is reasonably practicable, in accordance with the Timetable.

4. New Qube’s Obligations

4.1. Deed Poll On or prior to the date on which Trust dispatches the Booklet to the holders of Units, New Qube must enter into a deed poll in favour of the Eligible Unitholders at the Record Time substantially in the form of Schedule 11.

4.2. Application for Listing Without limitation to Clause 2.3(a), New Qube must, within 7 days after the date of the Booklet, apply for listing and quotation of New Qube Shares by ASX, initially on a deferred settlement basis, and thereafter on an ordinary settlement basis with effect from the date required by the Timetable, or such other date agreed by Trust and New Qube.

5. Completion Steps

5.1. Completion Steps - Corporatisation Subject to the satisfaction or waiver of the Corporatisation Conditions and this Deed not having being terminated before Completion of the Corporatisation, Completion of the Corporatisation must occur on the Effective Date and at Completion of the Corporatisation the following events must occur in the following sequence:

(a) Trust and New Qube must, and Trust must procure the IOH Transferee to, enter into the IOH Transferee Deed if it has not been entered before Completion of the Corporatisation;

(b) Trust must, as agent and attorney for each Ineligible Overseas Holder, transfer all the right, title and interest of and in IOH Units held by the Ineligible Overseas Holders to the IOH Transferee by executing a transfer of such IOH Units in favour of the IOH Transferee;

(c) immediately after execution of the transfers under Clause 5.1(b), Trust must register the IOH Transferee as holder of the IOH Units transferred to the IOH Transferee under Clause 5.1(b);

(d) New Qube must apply for 5 Units (New Qube Units) by completing a Unit Subscription Application in respect of the New Qube Units and deliver this, together with payment of the New Qube Unit Subscription Price in respect of the New Qube Units, to Trust;

(e) Trust must immediately accept the payment tendered pursuant to Clause 5.1(d) and issue and allot the New Qube Units to New Qube and register New Qube as holder of the New Qube Units;

(f) Trust must:

(i) redeem all Eligible Unitholder Units in accordance with the terms of the Constitution Amendment Deed in consideration for the issue and allotment to each Eligible Unitholder of the New Qube Corporatisation Shares in accordance with Clause 5.1(g); and

(ii) as agent and attorney of each Eligible Unitholder subscribe for the New Qube Corporatisation Shares and on behalf of each Eligible Unitholder agree to accept the

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New Qube Corporatisation Shares and be bound by the New Qube Constitution as amended from time to time by completing the New Qube Share Subscription Notice and delivering it to New Qube;

(g) New Qube must immediately accept the New Qube Share Subscription Notice delivered by Trust under Clause 5.1(f), issue the New Qube Corporatisation Shares and allot them to each Eligible Unitholder on a one for one basis such that for each Eligible Unitholder Unit that is redeemed under Clause 5.1(f)(i) the relevant Eligible Unitholder will receive one New Qube Corporatisation Share;

(h) immediately after issue of the New Qube Corporatisation Shares pursuant to Clause 5.1(g), New Qube must redeem the Initial Share in accordance with its terms;

(i) New Qube must apply for such number of Units by completing a Unit Subscription Application to ensure that New Qube subscribes for one Unit for each Unit redeemed pursuant to Clause 5.1(f)(i) (Recapitalisation Units) and deliver this, together with payment of $1.00, to Trust;

(j) Trust must accept the payment tendered pursuant to Clause 5.1(i) and issue and allot the Recapitalisation Units to New Qube and register New Qube as holder of the Recapitalisation Units;

(k) Trust and New Qube must execute the Internal Management Agreement; and

(l) if the Internalisation Resolution is not passed, Trust, New Qube and KFM must execute the IMA Replacement Deed and perform all of their obligations under that document.

5.2. Completion Steps - Internalisation Subject to the satisfaction or waiver of the Internalisation Conditions and this Deed not having being terminated before Completion of the Internalisation, Completion of the Internalisation must occur on the Business Day immediately following the Effective Date and at Completion of the Internalisation the following events are to occur in the following sequence:

(a) Trust, New Qube and KFM must execute the IMA Termination Deed; and

(b) each Party must perform its obligations under the IMA Termination Deed.

5.3. Interdependence

No Party is obliged to perform any step under:

(a) Clause 5.1 unless all events required to occur under those completion steps will occur; and

(b) Clause 5.2 unless all events required to occur under those completion steps will occur.

6. Post-Completion Steps

6.1. Issue of Holding Statements

Upon the issue and allotment of the New Qube Corporatisation Shares in accordance with Clause 5.1(g), New Qube must promptly notify the New Qube Share Registry and request it to dispatch holding statements in relation to the issue of those New Qube Corporatisation Shares not later than 4 Business Days after the date of issue of the New Qube Corporatisation Shares.

6.2. Ineligible Overseas Holders - IOH Transferee In accordance with the Booklet, Trust must procure that the IOH Transferee Deed includes a provision that in consideration of the transfer of IOH Units to the IOH Transferee in accordance with Clause 5.1(b) the IOH Transferee must:

(a) sell the IOH Units in the ordinary course of trading on ASX during the IOH Sale Period; and

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(b) as soon as practicable and by no later than by the IOH Payment Date remit the IOH Proceeds to the New Qube Share Registry.

6.3. Ineligible Overseas Holders - New Qube Share Registry New Qube must procure that the New Qube Share Registry within 5 Business Days of receipt of the IOH Proceeds does all things required to ensure the payment by cheque in Australian dollars to each Ineligible Overseas Holder of an amount equal to the IOH Proceeds divided by the total number of IOH Units and multiplied by the number of IOH Units it was the holder of and which were transferred to the IOH Transferee pursuant to Clause 5.1(b).

6.4. Deregistration of Qube and Change of Trustee (a) Promptly following Completion of the Corporatisation Trust must apply to ASIC to deregister Qube as a registered managed investment scheme, in accordance with section 601PA of the Corporations Act and use reasonable endeavours and do all other things reasonably required by New Qube to procure such deregistration.

(b) Promptly following Trust applying to ASIC for the deregistration of Qube as a registered managed investment scheme in accordance with Clause 6.4(a), New Qube must:

(i) nominate a Controlled Entity of it to replace Trust as trustee of Qube with effect from the Business Day immediately following the date on which Qube ceases to be a registered managed investment scheme;

(ii) procure its nominee to complete and deliver to Trust two copies of the Deed of Retirement and Appointment of Trustee duly executed by it,

and Trust must duly execute and deliver to New Qube one counterpart of the Deed of Retirement and Appointment of Trustee delivered to it in accordance with Clause 6.4(b)(ii).

7. Warranties

7.1. Warranties

Each Party represents and warrants to each other that:

(a) it has the power to enter into and perform its obligations under this Deed and (subject to obtaining those approvals and consents expressly contemplated by this Deed) has obtained all necessary approvals and consents to enable it to do so; and

(b) this Deed is valid and binding upon it.

8. Undertaking

8.1. Undertaking

Each Party undertakes to:

(a) do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this Deed and the transactions contemplated by it; and

(b) without limiting the obligations of the Parties under 8.1(a), comply so far as is reasonably practicable with the Timetable.

9. Dealing in Units

9.1. Last day for dealing in Units

For the purpose of establishing who is a Unitholder at the Record Time, dealings in Units or any ownership interests in Units will only be recognised provided that:

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(a) in the case of dealings effected on CHESS, the transferee is registered in the Unit Register as the holder of the relevant Units by the Record Time; and

(b) in all other cases, registrable transmission applications or transfers in respect of those dealings are received on or before the Record Time at the place where the Unit Register is kept.

9.2. No recognition of certain dealings Trust will not accept for registration or recognise for any purpose under this Deed any transmission application or transfer in respect of Units or any ownership interest in Units which is received after the Record Time at the place where the Unit Register is kept.

10. GST

10.1. Interpretation In this Clause 10 a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.

10.2. GST gross up If a Party makes a supply under or in connection with this Deed in respect of which GST is payable, the consideration for the supply but for the application of this Clause 10.2 (GST exclusive consideration) is increased by an amount equal to the GST exclusive consideration multiplied by the rate of GST prevailing at the time the supply is made.

10.3. Reimbursements If a Party must reimburse or indemnify another Party for a loss, cost or expense, the amount to be reimbursed or indemnified is first reduced by any input tax credit the other Party is entitled to for the loss, cost or expense, and then increased in accordance with Clause 10.2.

10.4. Tax invoice A Party need not make a payment for a taxable supply made under or in connection with this Deed until it receives a tax invoice for the supply to which the payment relates.

11. Notices and Other Communications

11.1. Service of notices

A notice, demand, consent, approval or communication under this Deed (Notice) must be:

(a) in writing, in English and signed by a person duly authorised by the sender; and

(b) hand delivered or sent by prepaid post or facsimile to the recipient's address for Notices specified in the Parties section of this Deed, as varied by any Notice given by the recipient to the sender.

11.2. Effective on receipt A Notice given in accordance with Clause 11.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

(a) if hand delivered, on delivery;

(b) if sent by prepaid post, 2 Business Days after the date of posting (or seven Business Days after the date of posting if posted to or from a place outside Australia);

(c) if sent by facsimile, when the sender's facsimile system generates a message confirming successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice,

00553034-013.doc 11 but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

12. Miscellaneous

12.1. Alterations

This Deed may be altered only by amending deed executed by each Party.

12.2. Approvals and consents Except where this Deed expressly states otherwise, a Party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this Deed.

12.3. Assignment

A Party may only assign this Deed or a right under this Deed with the prior written consent of each other Party.

12.4. Costs

Each Party must pay its own costs of negotiating, preparing and executing this Deed.

12.5. Stamp duty Any stamp duty, duties or other taxes of a similar nature (including fines, penalties and interest) but excluding GST, income tax, capital gains tax and any other tax payable under the Income Tax Assessment Act (Cth) in connection with the transactions contemplated by this Deed must be paid by New Qube.

12.6. Survival Any indemnity or any obligation of confidence under this Deed is independent and survives termination of this Deed. Any other term by its nature intended to survive termination of this Deed survives termination of this Deed.

12.7. Counterparts

This Deed may be executed in counterparts. All executed counterparts constitute one document.

12.8. No merger The rights and obligations of the Parties under this Deed do not merge on completion of any transaction contemplated by this Deed.

12.9. Entire deed This Deed constitutes the entire agreement between the Parties in connection with its subject matter and supersedes all previous agreements or understandings between the Parties in connection with its subject matter.

12.10. Severability A term or part of a term of this Deed that is illegal or unenforceable may be severed from this Deed and the remaining terms or parts of the term of this Deed continue in force.

12.11. Exercise of Rights and Waiver A Party may exercise a right, power or remedy separately or concurrently with another right, power or remedy. A Party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the Party giving the waiver.

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12.12. Relationship Except where this Deed expressly states otherwise, it does not create a relationship of employment, agency or partnership between the Parties.

12.13. Confidentiality A Party may only use confidential information of another Party for the purposes of this Deed, and must keep the existence and the terms of this Deed and any confidential information of another Party confidential except where:

(a) the information is public knowledge (but not because of a breach of this Deed) or the Party has independently created the information;

(b) disclosure is required by law or a regulatory body (including a relevant stock exchange); or

(c) disclosure is made to a person who must know for the purposes of this Deed on the basis that the person keeps the information confidential.

This Clause 12.13 survives the termination of this Deed.

12.14. Announcements

A public announcement in connection with this Deed or a transaction contemplated by it must be agreed by the Parties before it is made, except if required by law or a regulatory body (including a relevant stock exchange), in which case the Party required to make an announcement must, to the extent practicable, first consult with and take into account the reasonable requirements of each other Party.

12.15. Governing law and jurisdiction This Deed is governed by the law of New South Wales, Australia and each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

12.16. Remedies Cumulative The rights, powers and remedies provided by this Deed are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this Deed.

13. Limitation of Liability - Trust

13.1. Limitation of liability (a) This limitation of Trust’s liability applies despite any other provisions of this Deed and extends to all Obligations of Trust in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Deed.

(b) Trust enters into this Deed as trustee of Qube and in no other capacity.

(c) The Parties other than Trust acknowledge that Trust incurs the Obligations solely in its capacity as trustee of Qube and that Trust will cease to have any obligation under this Deed if Trust ceases for any reason to be trustee of Qube.

(d) Subject to Clause 13.1(h), Trust will not be liable to pay or satisfy any Obligations except out of the Assets of Qube against which it is actually indemnified in respect of any liability incurred by it as trustee of Qube.

(e) Subject to Clause 13.1(h), the Parties other than Trust may enforce their rights against Trust arising from non-performance of the Obligations only to the extent of Trust’s right of indemnity out of the Assets of Qube.

(f) Subject to Clause 13.1(h), if any Party other than Trust does not recover all money owing to it arising from non-performance of the Obligations it may not seek to recover the shortfall by:

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(i) bringing proceedings against Trust in its personal capacity; or

(ii) applying to have Trust put into administration or wound up or applying to have a receiver or similar person appointed to Trust or proving in the administration or winding up of Trust.

(g) Subject to Clause 13.1(h), the Parties other than Trust waive their rights and release Trust from any personal liability whatsoever, in respect of any loss or damage:

(i) which they may suffer as a result of any:

(A) breach by Trust of any of its Obligations; or

(B) non-performance by Trust of the Obligations; and

(ii) which cannot be paid or satisfied out of the assets of which Trust is actually indemnified in respect of any liability incurred by it as trustee of Qube.

(h) The Parties other than Trust acknowledge that the whole of this Deed is subject to this Clause 13.1 and Trust shall in no circumstances be required to satisfy any liability of Trust arising under, or for non-performance or breach of any Obligations under or in respect of, this Deed or under or in respect of any other document to which it is expressed to be a party out of any funds, property or assets other than the Assets of Qube under Trust’s control and in its possession as and when they are available to Trust to be applied in exoneration for such liability PROVIDED THAT if the liability of Trust is not fully satisfied out of the Assets of Qube as referred to in this clause 13.1, Trust will be liable to pay out of its own funds, property and assets the unsatisfied amount of that liability but only to the extent of the total amount, if any, by which the Assets of Qube have been reduced by reasons of fraud, gross negligence or breach of trust by Trust in the performance of Trust’s duties as trustee of Qube.

(i) The Parties agree that no act or omission of Trust (including any related failure to satisfy any Obligations) will constitute fraud, gross negligence or breach of trust by Trust for the purposes of this Clause 13.1 to the extent to which the act or omission was caused or contributed to by any failure of New Qube or any other person to fulfil its obligations relating to Qube or by any other act or omission of New Qube or any other person.

(j) No attorney, agent or other person appointed in accordance with this Deed has authority to act on behalf of Trust in a way which exposes Trust to any personal liability, and no act or omission of such a person will be considered fraud, gross negligence or breach of trust by Trust for the purposes of this Clause 13.1.

(k) In this clause Obligations means all obligations and liabilities of whatever kind undertaken or incurred by, or devolving upon, Trust under or in respect of this Deed, and Assets includes all assets, property and rights real and personal of any value whatsoever.

00553034-013.doc Schedule 3

Constitution Amendment Deed

Attached.

00553034-013.doc

Constitution Amendment Deed

The Trust Company (RE Services) Limited (ACN 003 278 831) as responsible entity for Qube Logistics (ARSN 122 556 441)

This Constitution Amendment Deed is made on 2011

Parties:

BY: The Trust Company (RE Services) Limited (ACN 003 278 831) as responsible entity for Qube Logistics (ARSN 122 556 441) of Level 15, 20 Bond Street, Sydney NSW 2000 (Trustee). Recitals:

A. The trust known as the Qube Logistics (ARSN 122 556 441) (Trust) is governed by a constitution dated 19 October 2006 (Constitution). B. Pursuant to clause 15 of the Constitution, the Trustee may, by supplemental deed, make any modification, addition or deletion to the Constitution.

C. Section 601GC(1)(a) of the Corporations Act 2001 (Cth) permits the modification of the Constitution by special resolution of the unit holders of the Trust (Members).

D. A meeting of Members was held on [date] 2011 and a special resolution was passed for the purposes of, among other things, section 601GC(1)(a) of the Corporations Act 2001 (Cth) to authorise and approve the modifications to the Constitution set out in this Deed.

1. Definitions and Interpretation

1.1. Definitions Except as expressly set out in this Deed, terms defined in the Constitution have the same meaning in this Deed.

1.2. Interpretation The interpretation provisions set out in Clause 1.2 of the Constitution apply as if set out in full in this Deed.

2. Amendments

2.1. Amendments

The Trustee amends the Constitution in the manner set out in the Schedule.

2.2. Commencement and Operation

(a) This Deed takes effect on lodgement with ASIC.

(b) This Deed operates as a deed poll given in favour of all Members and Qube Logistics Holdings Limited (ACN 149 723 053) and binds the Trustee.

2.3. Confirmation

(a) Except as expressly varied by Clause 2.1, the Trustee confirms the terms of the Constitution.

(b) For the avoidance of doubt, nothing in this Deed results in or amounts to a declaration, redeclaration or resettlement of the Trust.

3. General

3.1. Governing law and jurisdiction

(a) This Deed is governed by the laws of the State of New South Wales.

(b) Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New South Wales.

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3.2. Prohibition and enforceability (a) Any provision of, or the application of any provision of, this Deed or any power which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.

(b) Any provision of, or the application of any provision of, this Deed or which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

3.3. Variation

A variation of any term of this Deed must be in writing and signed by the Trustee.

00566957-009.doc Schedule

Amendments to Constitution

1. Insert the following new clause 6A immediately following clause 6 of the Constitution:

"6A Implementation of Corporatisation

6A.1 Implementation of Corporatisation

The Trustee has power to do all things which it considers necessary, desirable or reasonably incidental to give effect to the Corporatisation.

6A.2 Express powers of Trustee

Without limiting clause 6A.1 and despite any other provision of this deed, the Trustee has power to:

(a) transfer as agent and attorney for each Ineligible Overseas Holder, all the right, title and interest of and in IOH Units held by the Ineligible Overseas Holders to the IOH Transferee by executing and submitting all necessary transfer forms in accordance with the Implementation Deed and the IOH Transferee Deed;

(b) register the IOH Transferee as holder of the IOH Units transferred to the IOH Transferee in accordance with the Implementation Deed;

(c) issue and allot the New Qube Units to New Qube in consideration for the payment by New Qube for each such New Qube Unit of an amount equal to the Market Price as determined in accordance with clause 1.3(a)(i) and register New Qube as the holder of the New Qube Units in accordance with the Implementation Deed;

(d) redeem all Eligible Unitholder Units in accordance with the Implementation Deed without needing further authority or approval from holders;

(e) as agent and attorney of each Eligible Unitholder subscribe for the New Qube Corporatisation Shares and on behalf of each Eligible Unitholder agree to accept the New Qube Corporatisation Shares and be bound by the New Qube Constitution as amended from time to time by completing a subscription notice and delivering it to New Qube in accordance with the Implementation Deed; and

(f) in consideration of New Qube making payment to the Trustee of $1, issue and allot the Recapitalisation Units to New Qube and register New Qube as holder of the Recapitalisation Units in accordance with the Implementation Deed.

6A.3 Appointment as agent and attorney for Unit Holders

The Trustee is irrevocably appointed the agent and attorney of each Unit Holder to do all things which the Trustee considers are necessary, desirable or reasonably incidental to give effect to the Corporatisation, including to:

(a) execute as agent and attorney for each Ineligible Overseas Holder a transfer of the IOH Units in favour of the IOH Transferee in accordance with the Implementation Deed and the IOH Transferee Deed;

(b) redeem all Eligible Unitholder Units in accordance with the Implementation Deed without needing further authority or approval from holders; and

(c) as agent and attorney for each Eligible Unitholder, subscribe for the New Qube Corporatisation Shares and on behalf of each Eligible Unitholder agree to accept the New Qube Corporatisation Shares and be bound by the New Qube Constitution by completing a subscription notice and delivering it to New Qube in accordance with the Implementation Deed.

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The Trustee is authorised to execute these documents and do these things without needing further authority or approval from holders and may do so even if it has an interest in the outcome of such exercise.

6A.4 Trustee's limitation of liability

The Trustee is entitled to be indemnified out of the Fund for any liability incurred by it in properly performing any of its duties, or exercising any of its powers, in relation to the Corporatisation or attempting to do so. The Trustee is not required to do anything for which it does not have a full right of indemnity out of Fund available for that purpose.

6A.5 Independent and separate powers and authorities

Each of the Trustee's powers described in clause 6A and the appointments made under clause 6A.3 are separate and independent powers and appointments (as the case may be).

6A.6 Fees of Trustee

Despite any other provisions of this Deed, the Trustee will not be entitled to be paid fees out of the Fund for the period following the Deregistration Date, including the right to be paid a Minimum Fee and a Gross Asset Fee under clause 10.1.

6A.7 Definitions

In this Clause 6A the following words have these meanings unless the contrary intention appears:

Booklet means the Prospectus and Notice of Meeting dated [date] 2011 in connection with the Corporatisation which was authorised by the Trustee and New Qube.

Corporatisation means the restructuring proposal that will have the result of corporatising the Trust on the terms and conditions contained in the Implementation Deed.

Corporatisation Resolutions has the meaning given in the Implementation Deed.

Deregistration Date means the date on which the Trust is deregistered as a managed investment scheme in accordance with clause 6.4 of the Implementation Deed.

Effective Date means the effective date of the Corporatisation, being, subject to ASX approval, the same day as the Record Date.

Eligible Unitholder means a Unit Holder other than New Qube and for the avoidance of doubt includes the IOH Transferee but excludes each Ineligible Overseas Holder.

Eligible Unitholder Unit means a Unit registered in the name of an Eligible Unitholder in the Unit Register as at the Record Time.

Implementation Deed means the deed between New Qube, the Trustee and Kaplan Funds Management Pty Limited (ACN 079 218 643) dated [date] 2011.

Ineligible Overseas Holder means a Unit Holder who at 4.00 pm on the Record Date has a registered address which is outside Australia, New Zealand and the external territories of Australia and New Zealand unless the Trustee and New Qube are satisfied that New Qube is not prevented from lawfully issuing New Qube Shares to such Unit Holder, either unconditionally, or after compliance with such conditions as the Trustee and New Qube regard as acceptable.

IOH Transferee Deed means a deed or letter deed to be entered into between the IOH Transferee, the Trustee and New Qube, which includes provisions substantially in accordance

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with those referred to in clause 6.2 of the Implementation Deed and is otherwise consistent with the relevant disclosures regarding Ineligible Overseas Holders in the Booklet.

IOH Unit means the Units registered in the name of an Ineligible Overseas Holder in the Unit Register at 4.00 pm on the Record Date.

New Qube means Qube Logistics Holdings Limited (ACN 149 723 053).

New Qube Constitution means the constitution of New Qube as at the date of the Unit Holders' Meeting.

New Qube Corporatisation Shares means the number of New Qube Shares that the Trustee must subscribe for as agent and attorney of each Eligible Unitholder to ensure that each Eligible Unitholder receives 1 New Qube Share for each Eligible Unitholder Unit it holds which is redeemed.

New Qube Share means a fully paid ordinary share in New Qube.

New Qube Units means the 5 Units to be subscribed for by New Qube on the Effective Date in accordance with the Corporatisation.

Qube Unit Registry means Computershare Investor Services Pty Limited.

Recapitalisation Units means a number of units to be subscribed for by New Qube on the Effective Date equal to the number of Eligible Unitholder Units.

Record Date means the date nominated as the record date for the purposes of the Corporatisation either in the Booklet or by announcement to be made by the Trustee to ASX.

Record Time means some time after 5.00pm on the Record Date after the steps referred to in clauses 5.1(a) – 5.1(e) of the Implementation Deed have been completed.

Unit Holders' Meeting means the meeting of Unit Holders to be convened by the Trustee to consider the Corporatisation Resolutions.

Unit Register means the register of Unit Holders kept pursuant to the Corporations Act."

2. Delete clause 7.5(a).

3. Insert the following new clause 7.6 immediately following clause 7.5 of the Constitution:

“7.6 Trustee may not be a Holder

Notwithstanding any other provision of this deed, the Trustee may not be or become a Holder or otherwise be or become a beneficiary under the Trust. This clause 7.6 is irrevocable and may not be amended or removed.”

00566957-009.doc Schedule 11

Deed Poll

Attached.

00553034-013.doc

Deed Poll

Qube Logistics Holdings Limited (ACN 149 723 053)

Table of Contents

1. Definitions and Interpretation ...... 1

2. Conditions ...... 1

3. Scheme consideration...... 2

4. Warranties ...... 2

5. Continuing obligations ...... 2

6. General...... 2

00601797-005.doc This Deed Poll is made on 2011

By:

Qube Logistics Holdings Limited (ACN 149 723 053) of Level 14, 3 Spring Street, Sydney NSW 2000 (New Qube).

In favour of:

Each holder of ordinary units in Qube Logistics (ARSN 122 558 441) (Qube) as at the Record Time (Eligible Unitholders)

Recitals:

A. The responsible entity of Qube considers that it is in Qube’s interests that Eligible Unitholders be given the opportunity to consider and, if they think fit, approve the Corporatisation.

B. The responsible entity of Qube has resolved that Qube should propose the Corporatisation.

C. The effect of the Corporatisation is that all Eligible Unitholders Units will be transferred to New Qube.

D. On [date] 2011, New Qube, Trust and KFM entered into an implementation deed (Implementation Deed).

E. New Qube is entering into this Deed Poll for the purpose of covenanting in favour of Eligible Unitholders to perform its obligations under the Implementation Deed, including to ensure that the New Qube Corporatisation Shares are issued to Eligible Unitholders.

1. Definitions and Interpretation

1.1. Definitions

Other than as set out below, words and phrases used in this Deed Poll have the same meaning given to them in the Implementation Deed.

1.2. Interpretation

Clauses 1.2 to 1.4 of the Implementation Deed apply to the interpretation of this Deed Poll, except that references to “this Deed” are to be read as references to “this Deed Poll”.

1.3. Nature of Deed Poll

New Qube acknowledges that this Deed Poll may be relied on and enforced by any Eligible Unitholder in accordance with its terms even though the Eligible Unitholders are not party to it.

2. Conditions

2.1. Conditions

New Qube’s obligations under Clause 3 are subject to satisfaction or waiver of the Corporatisation Conditions.

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2.2. Termination

The obligations of New Qube under this Deed Poll will automatically terminate and the terms of this Deed Poll will be of no further force or effect if the Implementation Deed is terminated in accordance with its terms.

2.3. Consequences of termination

If this Deed Poll is terminated under Clause 2.2, in addition and without prejudice to any other rights, powers or remedies available to it:

(a) New Qube is released from its obligations to further perform this Deed Poll except those obligations under Clause 6.1; and

(b) Eligible Unitholders retain the rights they have against New Qube in respect of any breach of this Deed Poll which occurred before it was terminated.

3. Scheme consideration

Subject to Clause 2, New Qube undertakes in favour of each Eligible Unitholder to comply with its obligations under the Implementation Deed to do all acts and things as may be necessary or desirable on its part to give effect to the Corporatisation, including to issue the New Qube Corporatisation Shares.

4. Warranties

4.1. Warranties

New Qube represents and warrants that:

(a) it is a corporation validly existing under the laws of its place of incorporation;

(b) it has the corporate power to enter into and perform its obligations under this Deed Poll and to carry out the transactions contemplated by this Deed Poll;

(c) it has taken all necessary corporate action to authorise its entry into this Deed Poll and has taken or will take all necessary corporate action to authorise the performance of this Deed Poll and to carry out the transactions contemplated by this Deed Poll; and

(d) this Deed Poll is valid and binding on it and enforceable against it in accordance with its terms.

5. Continuing obligations

5.1. Deed Poll

This Deed Poll is irrevocable and, subject to Clause 2, remains in full force and effect until the earlier of:

(a) New Qube has fully performed its obligations under this Deed Poll; or

(b) the termination of this Deed Poll under Clause 2.

6. General

6.1. Stamp duty

New Qube will:

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(a) pay or procure the payment of any stamp duties and any related fines and penalties in respect of the Corporatisation and this Deed Poll, the Implementation Deed, the performance of this Deed Poll, the Implementation Deed, and each transaction effected by or made under the Corporatisation, this Deed Poll and the Implementation Deed; and

(b) indemnify each Eligible Unitholder against any liability arising from failure to comply with Clause 6.1(a).

6.2. Notices

Any notice or other communication to New Qube under or in connection with this Deed Poll must be in legible writing and in English and:

(a) addressed as shown below:

Name Address Title Fax

To: Paul Lewis Qube Logistics Holdings Chief Financial +61 2 8917 0355 Level 14 Officer 3 Spring Street Sydney NSW 2000

Copied to: Chris Clarke Watson Mangioni Solicitor +61 2 9262 2626 Level 13 50 Carrington Street Sydney NSW 2000 (or as otherwise notified by New Qube to Trust from time to time);

(b) must be signed by the person making the communication or by a person duly authorised by that person;

(c) must be delivered or posted by prepaid post to the address, or sent by fax to the fax number, of New Qube in accordance with Clause 6.2(a); and

(d) will be regarded as received by New Qube:

(i) if sent by prepaid post, on the third Business Day after the date of posting to an address within Australia, and on the fifth Business Day after the date of posting to an address outside Australia;

(ii) if sent by fax, at the local time (in the place of receipt of that fax) which then equates to the time at which that fax is sent as shown on the transmission report which is produced by the machine from which that fax is sent and which confirms transmission of that fax in its entirety (provided that the fax is legible on its face), unless that local time is a not a Business Day, or is after 5.00pm on a Business Day in the place of receipt, when that communication will be regarded as received at 9.00am on the next Business Day; and

(iii) if delivered by hand, on delivery at the address of the addressee as provided in Clause 6.2(a) unless delivery is not made on a Business Day, or after 5.00pm on a Business Day, when that communication will be regarded as received at 9.00am on the next Business Day.

6.3. Governing law and jurisdiction

(a) This Deed Poll is governed by the laws of New South Wales.

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(b) New Qube irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.

6.4. Waiver

If an Eligible Unitholder does not exercise a right arising from a breach of this Deed Poll at a given time, it may, unless it has waived that right in writing, exercise the right at a later point in time.

6.5. Variation

A provision of this Deed Poll may not be varied unless the variation is agreed to by Trust in writing in which event New Qube will enter into a further deed poll in favour of the Eligible Unitholders giving effect to the variation.

6.6. Cumulative rights

The rights, powers and remedies of New Qube and the Eligible Unitholders under this Deed Poll are cumulative and do not exclude any other rights, powers or remedies provided by law independently of this Deed Poll.

6.7. Assignment

The rights of each Eligible Unitholder under this Deed Poll are personal and must not be assigned or otherwise dealt with at law or in equity without the prior written consent of New Qube.

6.8. Severability

If the whole or any part of a provision of this Deed Poll is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this Deed Poll has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This Clause 6.8 has no effect if the severance alters the basic nature of this Deed Poll or is contrary to public policy.

6.9. Further assurances

New Qube will execute all deeds and other documents and do all acts and things as may be necessary or desirable to give full effect to this Deed Poll.

00601797-005.doc U nitholder Booklet & P nitholder Booklet Unitholder Booklet & Prospectus rospe c tus

Corporatisation, Internalisation of Management, acquisitions and ancillary transactions

15921 Qube Logistics Cov_PFO.indd 1 11/07/11 11:48 AM