WIXLIB

Board RecommendationThe Board approves the proposed appointment of Grant Thornton Audit Pty Ltd and unanimouslyrecommends that you vote FOR the ordinary resolution.Item 4 -Amendments to Constitution- Mutual Capital Instruments.The purpose of this special resolution is to obtain member approval for the proposed amendments to theConstitution to allow for the issue of Mutual Capital Instruments (MCIs).The Board is proposing that the Constitution be amended to allow for the possibility of QBANK issuingmutual capital instruments (‘MCIs’). MCIs are a special type of share which can now be issued to investorsby mutuals, in order to raise capital, without affecting their mutual status, provided certain conditions aresatisfied.Historically, mutuals have only been able to raise capital through retained earnings, not by issuingsecurities to investors, and this has been a significant barrier to investment, innovation, and growth in themutuals sector and has therefore affected competition in the broader financial services sector. And untilrecently, there was also no clear, legislated definition of what a ‘mutual’ is.In 2015 the Senate Economics References Committee (Commonwealth) was asked to review and report onthe role, importance and operations of mutuals in the Australian economy. The Committee reported in2016 and made a number of recommendations for reform. In 2017 the Treasurer commissioned furtherconsultation on those recommendations which then led to the publication of the ‘Hammond Report’ in July2017. The Hammond Report made a number of recommendations which were accepted by theGovernment. They included: that a definition of ‘mutual entity’ be included in the Corporations Act; and that mutual entities registered under the Corporations Act be able to issue MCIs withoutaffecting their mutual structure or status.After further industry consultation, the Government subsequently introduced legislation to amend theCorporations Act and give effect to these, and other, recommendations. That legislation, the Treasury LawsAmendment (Mutual Reforms) Act 2019, came into effect in April 2019.The Corporations Act now provides that a company is a mutual entity if it is registered under the Act andits Constitution provides that a person has no more than one vote at a general meeting for each capacity inwhich the person is a member of the company. QBANK is a mutual entity.To be able to issue MCIs, should it choose to do so, a mutual entity must amend its Constitution so that it: states that the mutual entity intends to be a ‘MCI mutual entity’ (which is a term defined in theAct); provides that an MCI can only be issued as a fully paid share, that dividends in respect of theshare are non-cumulative, and sets out the rights attached to the share with respect toparticipation in surplus assets and profits; andPage 6

provides that the rights attached to the MCI can be varied or cancelled only by a specialresolution of the mutual entity and either a special resolution of a meeting of MCI holders of thesame class or the written consent of MCI holders with at least 75% of the votes in the MCI class.To facilitate mutual entities making these amendments to their Constitutions, the legislation provides for aspecial procedure which involves passing an ‘MCI amendment resolution’. Effectively, the special procedureresults in the making of the amendments not triggering the application of various provisions in theCorporations Act and/or the Constitution of the mutual entity that would, or might, otherwise be triggeredand give rise to potentially significant complexities arising and costs being incurred. To take advantage ofthat special procedure, the MCI amendment resolution must be passed as a special resolution at a generalmeeting of the mutual entity which occurs within 3 years of 6 April 2019 (i.e. by 6 April 2022). In otherwords, there is a window of opportunity for mutual entities to take advantage of the special procedure.Many mutual financial institutions have already had MCI amendment resolutions passed at generalmeetings and others are, like QBANK, now taking steps to do so.The amendments to our Constitution, to which the MCI amendment resolution relates, make the changesthat are necessary to satisfy the requirements explained above and changes that are incidental or ancillaryto those changes (such as using the term ‘mutual entity’).QBANK is not proposing to issue any MCIs at this stage, but amending the Constitution now will give us theability to do so if at any point in the future raising capital by issuing MCIs is desirable. Making the changeswill simply give us another option for raising capital in the future.If the amendments are made and we do issue MCIs in the future, MCI holders will not be members unlessthey separately apply for, and are admitted to, membership. Furthermore, if the terms of issue of MCIsgive MCI holders any voting rights at general meetings at all, they will not be able to have more than onevote, regardless of the number of MCIs they hold, and if they are also a member they will still only haveone vote.The ability to issue MCIs will not affect our mutual status, and will not change our objectives, which aredescribed in Appendix 1 of our Constitution and may be summarised in this way – QBANK exists for thebenefit of its members.Notes:To be passed, this special resolution requires the approval of at least 75% of the votes cast by membersentitled to vote on the resolution at the meeting.Board Recommendation:The Board approves the proposed changes and unanimously recommends that you vote FOR the specialresolution.Page 7

Item 5 -Amendments to Constitution- To allow for use of technology to hold meetings and sendnotices of meetings.The purpose of this special resolution is to obtain member approval for the proposed amendments to theConstitution to allow for use of technology to hold meetings and send notices of meetings.The effects of COVID-19 have demonstrated that it may not always be possible or desirable to hold physicalmeetings of members and that using technology, such as email, to provide materials to members may bepreferable to mail and give rise to significant savings.At present the Corporations Act places some constraints upon holding meetings of members usingtechnology - such as meetings at which some members are physically present and others participate usingtechnology, or meetings which are fully ‘virtual’. In May 2020 the Commonwealth Treasurer made aDetermination under the Corporations Regulations, in response to the COVID-19 situation, whichtemporarily modified various provisions of the Corporations Act in a way which facilitated meetings beingheld using technology and notices being provided using technology. More recently the Governmentreleased an exposure draft of amending legislation which is likely to result in the relevant provisions in theCorporations Act being amended to facilitate this in the longer term.Whether technology can be used in these ways depends not only upon the Corporations Act but also uponthe provisions in a company’s Constitution, and at present there are provisions in the Constitution ofQBANK which, at least on one interpretation, may prevent it from taking full advantage of the optionswhich the changes to legislation are intended to facilitate.The Board is therefore proposing amendments to the Constitution which align with the terms of thechanges which the Government has flagged, so that if the Corporations Act is amended as expected we willbe able to take advantage of the options, or some of them, should it become necessary or desirable to doso. Importantly, virtual or ‘hybrid’ meetings of members could only be held if the arrangements give allmembers a reasonable opportunity to fully participate in the meeting, including by speaking and voting.Notes:To be passed, this special resolution requires the approval of at least 75% of the votes cast by membersentitled to vote on the resolution at the meeting.Board Recommendation:The Board approves the proposed changes and unanimously recommends that you vote FOR the specialresolution.Page 8

QPCU LIMITED T/A QBANKACN 087 651 036SCHEDULE OF PROPOSED CONSTITUTIONAL AMENDMENTSThis is the Schedule of Proposed Constitutional Amendments referred to in the Notice of Annual GeneralMeeting given by QPCU Limited T/A QBANK and dated 5th October 2021. It sets out the proposedamendments to the Constitution of QPCU Limited which are referred to in item numbers 4 and 5 of theAgenda.It is proposed that the Constitution of QPCU Ltd be amended as set out in this Schedule, with effectimmediately after the end of QBANK’s 2021 AGM.PART 1 – Amendments to facilitate the possibility of issuing Mutual Capital Instruments1. In Rule 1.1:1.1Insert ‘and any MCI vote holders’ at the end of the definition of ‘general meeting’1.2Insert the following definitions after the definition of ‘material personal interest’:‘MCI and mutual capital instrument means a share as described in Appendix 3, Division 4’MCI holder means a person who is the holder of an MCI and whose name the company hasentered for the time being in the Register of Members it keeps under the Corporations ActMCI vote holder means any MCI holder who has one vote at a general meeting under theterms of issue of the MCIs held’1.3Insert the words ‘who is the holder of a member share and’ after the word ‘person’ in thedefinition of ‘member’1.4Insert the following definitions after the definition of ‘secretary’:‘share means a share in the capital of the company and includes a member share, aninvestment share, a tier 1 share and an MCIshareholder means a person who holds a share’1.5Substitute the following definition for the definition of ‘subscription price’:‘subscription price means:(a)in relation to a member share, the amount (if any) payable by a person onsubscription for a member share; orPage 9

(b)in relation to an MCI, the amount (if any) payable by a person on subscription for anMCI or, if the MCI was created on conversion of a capital instrument in accordancewith any prudential standard, the nominal dollar value of that capital instrumentprior to conversion into the MCI’2.Insert the following Rule after Rule 1.4:‘1.4AIntention to be MCI mutual entityThe company is intended to be an MCI mutual entity for the purposes of the Corporations Act.’3.In Subrules 1.5(3) and (5), Division 6, Division 9, Division 10, and Rules 11.1, 11.2, 11.4, 12.3, 12.4,12.5 and 12.7, change:3.1‘member’ to ‘shareholder’;3.2‘members’ to ‘shareholders’; and3.3‘member’s’ to ‘shareholder’s’,wherever those words appear.4.Insert the following Subrule after Subrule 3.1(3):‘(4)5.An MCI holder is not a member merely by virtue of holding an MCI.’Substitute the following Rule for Rule 5.1:5.1Classes of SharesSubject to ensuring that the company continues to be a mutual entity for the purposes ofthe Corporations Act, the company may issue:6.(a)member shares(b)investment shares(c)tier 1 shares(d)MCIs.’Substitute the following Subrule for Subrule 8.1(2):‘(2)If the company is required by the Corporations Act to issue a share certificate to ashareholder, a shareholder may require the company to issue to the shareholder without charge 1certificate for each class of shares in the company that the shareholder holds, unless the terms ofissue of the shares provide otherwise.’7.Insert the following Rule after Rule 9.9:‘9.10Application of Division to MCIsPage 10

Subject to the Corporations Act and the terms of issue of the MCI, the provisions of this Division 9do not apply to a transfer of an MCI effected through a clearing and settlement facility.’8.In Divisions 11 and 12:8.1change ‘Meetings of Members’ and ‘Members’ Meetings’ to ‘General Meetings’ whereverthose terms appear; and8.2change ‘members’ meeting’ and ‘meeting of members’ to ‘general meeting’ wherever thoseterms appears, and the plural versions of those terms correspondingly.9.Insert the following Subrule after Subrule 12.1(2) and re-number the remaining Subrules of Rule12.1 accordingly:(‘6)If a member is also an MCI holder, that member has no more than one vote at a generalmeeting, regardless of the terms of issue of the MCI.’10.Substitute ‘general meetings’ for ‘members’ meetings’ in Subrule 17.2(a)(ii); and11.Substitute the following subclauses for subclause A3-D1-3(2):‘(2)Subject to subclause A3-D1-3 (3) and clause A3-D1-4, each member who holds a membershare has one vote and, if a member is also an MCI vote holder, the member has no more than onevote at a general meeting of the company, regardless of the terms of issue of the MCI.(3)12.A member who is a minor has no vote.’Add the words ‘Subject to subclause A3-D4-2(4),’ at the beginning of subclause A3-D1-6(1) and at thebeginning of subclause A3-D1-6(2).13.Insert the following Division after Appendix 3 Division 3:‘Division 4. – Mutual Capital InstrumentsA3-D4-1(1)Issue of MCIsSubject to compliance with the Corporations Act and any applicable prudential standards,the company may issue MCIs or capital instruments convertible into MCIs.(2)The company may create or issue more MCIs at any time. The creation or issue of moreMCIs does not vary the rights attached to MCIs or any other shares that the company has alreadyissued.(3)The subscription price for an MCI, or a capital instrument convertible to an MCI, will be asPage 11

determined by the board.(4)An MCI can only be issued as a fully paid share.(5)Any dividends in respect of an MCI must be non-cumulative.A3-D4-2(1)Rights of MCI holdersThe terms of issue of an MCI (including any terms, conditions or rights attaching to the MCI)will be determined by the board and include such terms as the board considers necessary ordesirable for those MCIs to be eligible for inclusion as regulatory capital under any applicableprudential standards, provided that the terms must comply with this Constitution, the CorporationsAct and any applicable prudential standards.(2)Without limiting the generality of paragraph (1), the terms of issue of an MCI may (but donot need to) entitle an MCI holder to vote at a general meeting, provided that an MCI holder mayhave no more than one vote at a general meeting regardless of how many MCIs the MCI holderholds.(3)An MCI vote holder is, for the purposes of Divisions 11 and 12 of this Constitution only(excluding Rule 12.4(2)), deemed to be a member and entitled to vote on resolutions at any generalmeeting to the extent specified in the terms of issue of the relevant MCI’s. However, an MCI voteholder may only vote at a general meeting if the MCI vote holder was an MCI vote holder at least 7days before notice of the general meeting was given.(4)Subject to the terms of issue of an MCI, an MCI holder is entitled to claim on the surplusassets and profits of the company in a winding-up of the company after all senior claims, includingthe aggregate subscription price paid for any member shares, have been satisfied and:(a)the MCI holder’s claim ranks equally and proportionately with the claims of all otherMCI holders and members; and(b)the amount of the MCI holder’s claim cannot exceed the subscription price of theMCI.(5)The rights attached to MCIs (or a class of MCIs) can only be varied or cancelled by specialresolution of the company and either:(a)by a special resolution passed at a meeting of MCI holders holding MCIs in therelevant class; orPage 12

(b)with the written consent of MCI holders of at least 75% of the issued MCIs of thatclass.(6)Any variation of the rights attached to MCIs which constitute Common Equity Tier 1 Capital(as defined by APRA) of the company is subject to the prior written approval of APRA, if thevariation may affect the eligibility of such MCIs for inclusion as Common Equity Tier 1 Capitalof the company.A3-D4-3Registration as holder of MCIsExcept as provided by the rules of a clearing and settlement facility which apply in relation to anMCI, a person becomes registered as the MCI holder of that MCI upon entry by the company in itsRegister of Members of the person’s particulars in relation to the MCI as required by theCorporations Act.’Page 13

PART 2 – Amendments to facilitate the holding of member’s meetings, and the giving notices ofmeetings, using technology1. Substitute the following Rule for Rule 11.2:’11.2Holding meetings, and giving notices of meetings, using one or more technologies(1)Subject to the company complying with any requirements of the Corporations Act and allother laws, a general meeting may be held using one or more technologies that give allpersons entitled to attend a reasonable opportunity to participate without being physicallypresent in the same place, and the following provisions apply if a general meeting is held inthat way:(2)(3)(4)(a)all persons so participating in the meeting are taken for all purposes (for example, aquorum requirement) to be present at the meeting while so participating;(b)a vote taken at the meeting must be taken on a poll, and not on a show of hands, byusing one or more technologies to give each shareholder entitled to vote theopportunity to participate in the vote in real time and, where practicable, byrecording their vote in advance of the meeting;(c)a requirement to allow an opportunity for persons attending the meeting to speak(for example, by asking questions) may be complied with by using one or moretechnologies that allow that opportunity; and(d)a proxy may be appointed using one or more technologies specified in the notice ofthe meeting.If a general meeting is held in the way described in Subrule (1):(a)notice of the meeting must include information about how those entitled to attendcan participate in the meeting (including how they can participate in a vote taken atthe meeting, and speak at the meeting, to the extent they are entitled to do so); and(b)if a shareholder is entitled to attend the meeting, or to vote at the meeting, by proxy,the person conducting the meeting must treat a duly appointed proxy in the sameway as the shareholder would be entitled or required to be treated if the shareholderattended the meeting in person.Subject to the company complying with any requirements of the Corporations Act and allother laws, a notice of a general meeting may be given, and any other information to beprovided with a notice of a general meeting or at or in relation to the meeting may beprovided, using one or more technologies to communicate to those entitled to receivenotice of the meeting:(a)the contents of the notice and the other information; or(b)details of an online location where the items covered by subparagraph (a) can beviewed or from where they can be downloaded.All other provisions in this Constitution, including those in any Appendix, which:Page 14

(a)require or permit a general meeting to be held;(b)regulate giving notice of a general m

QPCU Limited T/A QBANK ABN 79 087 651 036 . Notice is given that the Annual General Meeting ('AGM') of the members of QPCU Limited T/A QBANK('the Company') will be held: Date: Tuesday 16th November 2021 . Time: 10.30 am . Venue: Online at . https://agmlive.link/QBANK21. IMPORTANT INFORMATION ABOUT ATTENDING AND VOTING ONLINE