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Notice of 2018 Annual General Meeting and 2018 Annual Report

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17 October 2018 ASX Announcement Notice of 2018 Annual General Meeting and 2018 Annual Report Attached below are Qube’s: . Notice of 2018 Annual General Meeting (including proxy form); and . 2018 Annual Report. Adam Jacobs Company Secretary A AUSTRALIA’S LEADING INTEGRATED LOGISTICS SOLUTIONS PROVIDER QUBE HOLDINGS LIMITED NOTICE OF 2018 ANNUAL GENERAL MEETING NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of members of Qube Holdings Limited (Company) will be held at Level 15, PricewaterhouseCoopers (PwC), One International Towers Sydney, Watermans Quay, Barangaroo, Sydney on Thursday, 22 November 2018 at 10:30am (Sydney time). QUBE HOLDINGS LIMITED NOTICE OF ANNUAL GENERAL MEETING 2018 1 ITEMS OF BUSINESS FINANCIAL STATEMENTS AND REPORTS 4. Approval of FY19 award of SARs under the Qube Long Term Incentive (SAR) Plan to Maurice James To receive and consider the financial report of the Company To consider, and if thought fit, to pass the following Resolution and the reports of the Directors and Auditor for the year ended as an Ordinary Resolution: 30 June 2018. “That, for the purposes of ASX Listing Rule 10.14 and for all Note: there is no requirement for Shareholders to approve other purposes, the award of 4,248,300 SARs to Maurice James these reports. in accordance with the terms of the Qube Long Term Incentive (SAR) Plan and otherwise on the terms and conditions set out RESOLUTIONS in the Explanatory Memorandum be approved.” 1. Re-election of Sam Kaplan Notes: To consider and, if thought fit, to pass the following Resolution (a) This Resolution is subject to voting exclusions as outlined as an Ordinary Resolution: in the notes accompanying this Notice of Meeting. “That Mr. Sam Kaplan be re-elected as a Director of the (b) The Chairman of the meeting intends to vote available proxies Company.” in favour of this Resolution. Note: the Chairman of the meeting intends to vote all available proxies in favour of this Resolution. 5. Approval of FY19 award of rights to Shares under the Qube Short Term Incentive Plan 2. Re-election of Ross Burney to Maurice James To consider and, if thought fit, to pass the following Resolution To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: as an Ordinary Resolution: “That Mr. Ross Burney be re-elected as a Director of “That, for the purposes of ASX Listing Rule 10.14 and for all the Company.” other purposes, the award of up to 142,668 rights to Shares to Note: the Chairman of the meeting intends to vote all available Maurice James in accordance with the terms of the Qube Short proxies in favour of this Resolution. Term Incentive Plan and otherwise on the terms and conditions set out in the Explanatory Memorandum be approved.” 3. Remuneration Report Notes: To consider and, if thought fit, to pass the following Resolution (a) This Resolution is subject to voting exclusions as outlined as an Ordinary Resolution: in the notes accompanying this Notice of Meeting. “That the Remuneration Report for the year ended 30 June 2018 (b) The Chairman of the meeting intends to vote available be adopted.” proxies in favour of this Resolution. Notes: (a) The vote on this Resolution is advisory only and does not 6. Approval of the issue of securities under the bind the Directors or the Company. Qube Long Term Incentive (SAR) Plan To consider, and if thought fit, to pass the following Resolution (b) This Resolution is subject to voting exclusions as outlined as an Ordinary Resolution: in the notes accompanying this Notice of Meeting. “That, for the purposes of ASX Listing Rule 7.2 exception 9 and (c) The Directors will consider the outcome of the vote and for all other purposes, the issue of securities under the Qube comments made by Shareholders on the Remuneration Long Term Incentive (SAR) Plan and otherwise on the terms Report at the Meeting when reviewing the Company’s and conditions set out in the Explanatory Memorandum remuneration policies. be approved.” (d) If 25% or more of votes cast are against the adoption Note: of the Remuneration Report at two consecutive AGMs, Shareholders will be required to vote at the second of (a) This Resolution is subject to voting exclusions as outlined those AGMs on a Resolution that another meeting be held in the notes accompanying this Notice of Meeting. within 90 days at which all of the Directors (other than the (b) The Chairman of the meeting intends to vote available Managing Director) must stand for re-election. proxies in favour of this Resolution. (e) The Chairman of the meeting intends to vote all available proxies in favour of this Resolution. 2 ITEMS OF BUSINESS 7. Approval of grant of financial assistance n Resolution 4 (Approval of FY19 award of SARs under the To consider and, if thought fit, to pass the following resolution Qube Long Term Incentive (SAR) Plan to Maurice James): as a Special Resolution: – by Mr. James (being the only Director eligible to participate “That for the purpose of section 260B(2) of the Corporations Act in any of the Company’s employee incentive plans) and and for all other purposes, the Company approves the grant of any of his Associates; and financial assistance by: – as proxy by a member of the Key Management Personnel (a) D&J Holding Co Pty. Limited (ACN 615 429 199) or any of their Closely Related Parties. (D&J Holding Co); However, the Company need not disregard a vote if it (b) D&J Subsidiary Co Pty. Limited (ACN 615 447 259); and is cast as proxy for a person who is entitled to vote on (c) Maritime Container Services Pty. Limited (ACN 001 169 240); the Resolution: (d) Australian Grain Packers Pty. Limited (ACN 613 560 400), – in accordance with a direction on the proxy form; or (MCS Group Companies); and – by the Chairman of the Meeting as proxy for a member entitled to vote on Resolution 4 pursuant to an authorisation (e) ISO Marshalling Pty. Limited (ACN 152 640 009) on the proxy form to exercise the proxy as the Chairman (ISO Marshalling), of the Meeting sees fit (even though the Resolution is (ISO Marshalling), connected directly or indirectly with the remuneration (each an Acquired Company) as contemplated in the of a member of the Key Management Personnel); accompanying Explanatory Memorandum in connection with n Resolution 5 (Approval of FY19 award of rights to the acquisitions by subsidiaries of the Company of all of the Shares under the Qube Short Term Incentive Plan shares in D&J Holding Co. (of which the other MCS Group to Maurice James): Companies are subsidiaries) and ISO Marshalling, and all – by Mr. James (being the only Director eligible to participate elements of these transactions and any other transaction that in any of the Company’s employee incentive plans) and may constitute financial assistance by the Acquired Companies any of his Associates; and for the purposes of section 260A of the Corporations Act.” – as proxy by a member of the Key Management Personnel Without limitation, section 260B(2) of the Corporations Act or any of their Closely Related Parties. is relevant to this Resolution. However, the Company need not disregard a vote if it Note: the Chairman of the meeting intends to vote available is cast as proxy for a person who is entitled to vote on proxies in favour of this Resolution. the Resolution: – in accordance with a direction on the proxy form; or VOTING EXCLUSIONS – by the Chairman of the Meeting as proxy for a member The Company will disregard any votes cast in favour of: entitled to vote on Resolution 5 pursuant to an authorisation n Resolution 3 (Remuneration Report): on the proxy form to exercise the proxy as the Chairman – by or on behalf of a member of the Key Management of the Meeting sees fit (even though the Resolution is Personnel (whose remuneration is disclosed in the connected directly or indirectly with the remuneration Remuneration Report) and any of their Closely Related of a member of the Key Management Personnel); Parties; and n Resolution 6 (approval of the issue of securities under the – as proxy by a member of the Key Management Personnel, Qube Long Term Incentive (SAR) Plan): or any of their Closely Related Parties. – by Mr. James (being the only Director eligible to participate However, the Company need not disregard a vote if it in any of the Company’s employee incentive plans) and is cast as proxy for a person who is entitled to vote on any of his Associates; and the Resolution: – as proxy by a member of the Key Management Personnel – in accordance with a direction on the proxy form; or or any of their Closely Related Parties. – by the Chairman of the Meeting as proxy for a member entitled to vote on Resolution 3 pursuant to an authorisation on the proxy form to exercise the proxy as the Chairman of the Meeting sees fit (even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel); QUBE HOLDINGS LIMITED NOTICE OF ANNUAL GENERAL MEETING 2018 3 However, the Company need not disregard a vote if it To vote by attorney at the Meeting, the Registry must receive is cast as proxy for a person who is entitled to vote on the original or a certified copy of the power of attorney or other the Resolution: authority (if any) under which the instrument is signed before – in accordance with a direction on the proxy form; or 10:30am (Sydney time) on Tuesday, 20 November 2018 in any of the ways set out below: – by the Chairman of the Meeting as proxy for a member entitled to vote on Resolution 6 pursuant to an authorisation By post to the Registry: on the proxy form to exercise the proxy as the Chairman Computershare Investor Services Pty Limited of the Meeting sees fit (even though the Resolution is GPO Box 242 connected directly or indirectly with the remuneration Melbourne VIC 3001 of a member of the Key Management Personnel); Australia By fax to the Registry on: OTHER INFORMATION 1800 783 447 from within Australia, Entitlement to vote or +61 3 9473 2555 from outside Australia.
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