MACQUARIE TECHNOLOGY GROUP LIMITED — AGM Information 2019

Oct 28, 2019

ACN 056 712 228

==> picture [142 x 32] intentionally omitted <==

Macquarie Telecom Group Limited

Notice of Meeting

NOTICE IS GIVEN that the Annual General Meeting of Macquarie Telecom Group Limited ACN 056 712 228 ("Company") will be held at Level 15, 2 Market Street, Sydney NSW 2000, Australia, on Friday 29 November 2019, at 9:00am (AEDT) , for the purpose of transacting the business set out in this Notice of Meeting.

If you are unable to attend the Annual General Meeting, you are requested to complete the form of proxy enclosed with this Notice of Meeting ("Proxy Form"). This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below by no later than 9:00am (AEDT) on Wednesday 27 November 2019 (being 48 hours before the commencement of the Annual General Meeting). Any Proxy Form received after that time will not be valid for the scheduled Annual General Meeting.

Hand deliveries:	Boardroom Pty Limited
	Level 12 / 225 George Street
	Sydney NSW 2000
Postal address:	Boardroom Pty Limited
	GPO Box 3993
	Sydney NSW 2001
Fax number:	+612 9290 9655
Online:	www.votingonline.com.au/maq2019agm

ORDINARY BUSINESS:

Item 1 – Financial Statements and Reports

To receive and consider the Financial Report, the Directors' Report and the Auditor's Report of the Company and its controlled entities for the year ended 30 June 2019.

Item 2 – Remuneration Report ("Resolution 1")

To consider, and if thought fit, to pass the following resolution as a non-binding ordinary resolution .

"That the Remuneration Report for the year ended 30 June 2019 be adopted."

Item 3 – Re-Election of director: Mr Bart Vogel ("Resolution 2")

To consider and, if thought fit, pass the following resolution as an ordinary resolution . “That Mr Bart Vogel, who retires by rotation in accordance with Rule 8.1(e)(2) of the Company’s Constitution and, being eligible, offers himself for re-election, be elected as a Director of the Company."

Item 4 – Election of director: Dr Adelle Howse ("Resolution 3")

1

Macquarie Telecom Group Limited ACN 056 712 228

==> picture [142 x 32] intentionally omitted <==

Notice of Meeting

To consider and, if thought fit, pass the following resolution as an ordinary resolution .

“That Dr Adelle Howse, who was appointed as a Director since the last Annual General Meeting, retires in accordance with Rule 8.1(e)(1) of the Company’s Constitution and, being eligible, offers herself for election, be elected as a Director of the Company."

OTHER BUSINESS:

To transact any other business which may properly be brought before the Annual General Meeting.

==> picture [99 x 35] intentionally omitted <==

Michael Gold Company Secretary 17 October 2019

2

==> picture [142 x 33] intentionally omitted <==

Macquarie Telecom Group Limited

ACN 056 712 228

Explanatory Memorandum

This Explanatory Memorandum has been prepared to provide shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of the Company. Amongst other things, this Explanatory Memorandum provides shareholders with the information required to be provided to shareholders by the Corporations Act 2001 (Cth) ("Corporations Act") and the ASX Listing Rules issued by ASX Limited ACN 008 624 691 ("ASX Listing Rules").

This Explanatory Memorandum sets out an explanation of each of the resolutions to be put to shareholders.

3

ACN 056 712 228

==> picture [142 x 33] intentionally omitted <==

Macquarie Telecom Group Limited

Explanatory Memorandum

– Explanatory Note Item 1 Financial Statements and Reports

The Corporations Act requires that the Financial Report, Director's Report and Auditor's Report be tabled before the Annual General Meeting each year. There is no requirement either in the Corporations Act or the Company's Constitution for shareholders to vote on, approve or adopt these reports.

Shareholders will have a reasonable opportunity at the Annual General Meeting to ask the Chairperson questions and make comments on the business, operations and management of the Company. The auditor of the Company will also be available to take shareholders' questions and comments about the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Annual General Meeting, written questions to the Company’s auditor about the conduct of the audit of the Financial Report and the preparation and content of the Auditor’s Report, may be submitted no later than the fifth business day before the day on which the Annual General Meeting is held (i.e. no later than 5:00 pm on Friday 22 November 2019) to:

The Company Secretary Level 15, 2 Market Street Sydney, NSW, 2000 Australia Email: mgold@macquarietelecom.com Fax: +612 8221 7788

The Company will pass all written questions on to the auditor. The auditor will prepare and provide to the Company a question list which sets out the questions that the Company has passed on to the auditor and that the auditor considers to be relevant to the conduct of the audit of the Financial Report or the content of the Auditor's Report. Please note that a question may not be included in the question list if the question list includes a question that is substantially the same as that question or if it is not practicable to include the question in the question list because of the time when the question is passed on to the auditor.

There is no requirement for the auditor to provide written answers to the questions, however, if the auditor chooses to prepare written answers to any of the questions, the Chairperson may permit the auditor to table the written answers at the Annual General Meeting. The auditor will also answer questions asked at the Annual General Meeting however where questions concern issues raised in the written questions, the auditor may refer shareholders to the written answers (if any).

4

ACN 056 712 228

==> picture [142 x 33] intentionally omitted <==

Macquarie Telecom Group Limited

Explanatory Memorandum

– Explanatory Note Item 2 Remuneration Report (Resolution 1)

The Corporations Act requires that the Remuneration Report be adopted at the Company's Annual General Meeting by a resolution. While there is a requirement for a formal resolution, the shareholders' vote is advisory only and does not bind the Company, nor will it require the Company to alter any arrangements detailed in the Remuneration Report should the resolution not be passed. However, the Directors will take the outcome of the vote into consideration when reviewing the remuneration policies and practices of the Company in the future.

The Remuneration Report is set out on pages 25 to 32 of the Company’s 2019 Annual Report. The Remuneration Report explains the structure of, and policy behind, the Company's remuneration practices and the link between the remuneration of employees and the Company's performance. The Report also sets out remuneration details of each Director and for any specified executive of the Company.

Shareholders will have a reasonable opportunity at the Company's Annual General Meeting to ask questions and make comments on the Remuneration Report.

The Corporations Act was amended so that from 1 July 2011, if there are two consecutive Annual General Meetings of the Company held after 1 July 2011 and at each of those Annual General Meetings, at least 25% of votes cast are against the adoption of the Remuneration Report put before the Annual General Meeting (in accordance with section 250R of the Corporations Act), at the second Annual General Meeting there must be put to the vote a resolution (a "Spill Resolution") that a further meeting of the Company's shareholders be held within 90 days (a "Spill Meeting") at which the Directors of the Company, as at the time the resolution to make the director's report considered at the second Annual General Meeting was passed (but excluding the Managing Director) will cease to hold office immediately before the end of the Spill Meeting and resolutions will be put to the vote to appoint new Directors of the Company to fill those vacancies. This may include re-election of the Directors who held office immediately prior to the Spill Meeting.

At the last Annual General Meeting held on 20 November 2018, less than 25% of the votes cast were cast against the adoption of the Remuneration Report. Accordingly, there is no need for the Company to consider a Spill Resolution at this time.

The Directors recommend that shareholders vote in favour of Resolution 1.

Voting on Resolution 1 by proxy

Certain shareholders of the Company described below in the Voting Exclusion Statement cannot vote on Resolution 1. The Australian Securities and Investments Commission ("ASIC") has provided guidance as to whether the Corporations Act permits the chairperson of the annual general meeting, whose remuneration details are included in the remuneration report, to vote, as a proxy, undirected proxies on the adoption of the remuneration report. This was identified by ASIC in Information Sheet 144 and has been clarified by the Corporations Amendment (Proxy Voting) Act 2012. As a result, the Chairperson of the Annual General Meeting who is a member of the Key Management Personnel or a closely related party of a Key Management Personnel, is able, as a proxy, to vote undirected proxies in the vote on Resolution 1 (adoption of the Remuneration Report) where the

5

==> picture [142 x 33] intentionally omitted <==

Macquarie Telecom Group Limited

ACN 056 712 228

Explanatory Memorandum

shareholder granting a proxy to the Chairperson provides express authorisation for the Chairperson to exercise the proxy and the shareholder is not themselves a member of the Key Management Personnel or a closely related party.

The Company's Proxy Form has been prepared on this basis and as such the Chairperson will vote undirected proxies and intends to vote such proxies in favour of Resolution 1.

Voting Exclusion Statement

In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by a member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member of the Key Management Personnel (each an "Excluded Shareholder").

"Key Management Personnel" of the Company includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or non-executive) of the Company.

A "Closely Related Party" to a member of the Key Management Personnel is a term defined in the Corporations Act and includes a member's spouse, child, spouse's child, dependent on the member or their spouse, a company the member controls, member's family who may be expected to influence, or be influenced by, the member in the members dealings with the Company.

However, the Company will not disregard a vote if:

• (a) it is cast by:

• (i) an Excluded Shareholder (including the Chairperson) as a proxy for a shareholder who is entitled to vote, who has been appointed in writing and where that proxy appointment specifies how the proxy is to vote on the proposed resolution (i.e. a directed proxy); or

• (ii) the Chairperson, as a proxy for a shareholder entitled to vote, appointed in writing by a shareholder who is entitled to vote, that does not specify how the proxy is to vote on the proposed resolution (i.e. undirected proxy), where that appointment as proxy expressly authorises the Chairperson to exercise the proxy; and

• (b) the vote is not cast on behalf of an Excluded Shareholder.

Items 3 and 4 – Re-Election of Director and Election of Director

Rule 8.1(e)(1) of the Company's Constitution requires a Director (other than the Managing Director) who was appointed to fill a casual vacancy or as an addition to the board since the last Annual General Meeting, to retire from office as Director at the next Annual General Meeting. Such Director may offer themselves for re-election under Rule 8.1(h) of the Company's Constitution.

In accordance with ASX Listing Rule 14.4, a director must not hold an office (without reelection) past the third annual general meeting following the director's appointment or 3

6

==> picture [142 x 33] intentionally omitted <==

Macquarie Telecom Group Limited

ACN 056 712 228

Explanatory Memorandum

years, whichever is longer. Under ASX Listing Rule 14.5, the Company is required to hold an election of directors each year.

Further, Rule 8.1(e)(2) of the Company's Constitution also requires one third of the directors (other than the Managing Director, or if there is more than one managing director, only one managing director) to retire from office at each annual general meeting, together with any director who has held office without re-election for three or more years.

Explanatory Note Item 3 – Re-election of Director: Mr Bart Vogel (Resolution 2)

Mr Bart Vogel, who retires by rotation in accordance with Rule 8.1(e)(2) of the Company’s Constitution and, being eligible, offers himself for re-election as a Director of the Company.

Mr Vogel’s business career includes 20 years of experience in the management consulting industry and 13 years as a leader in the IT and telecommunications industries. He was the CEO of Asurion Australia, a partner of Bain & Co and, for a period of 7 years, was the CEO of Lucent Technologies in Australia and Asia Pacific. He holds a Bachelor of Commerce (Hons) Degree and qualified as a Chartered Accountant in 1982. He is also a graduate member (Fellow) of the Australian Institute of Company Directors and is a Fellow of Chartered Accountants Australia and New Zealand. Bart joined the board in July 2014 and is Chairman of the Audit and Risk Management Committee and a member of the Corporate Governance, Nomination and Remuneration Committee. Bart is the Chairman of Infomedia Ltd and Invocare Ltd. He is also a Non-executive director of Salmat Ltd, BAI Communications and Children's Cancer Institute Australia.

The Directors of the Company, with Mr Vogel abstaining, recommend that the shareholders vote in favour of re-electing Mr Vogel as a Director of the Company.

The Chairperson of the Annual General Meeting intends to vote undirected proxies in favour of Mr Vogel’s re-election.

– Explanatory Note Item 4 Election of Director: Dr Adelle Howse (Resolution 3)

Dr Adelle Howse, who was appointed as a Director since the last Annual General Meeting, retires in accordance with Rule 8.1(e)(1) of the Company’s Constitution and, being eligible, offers herself for election as a Director of the Company.

Dr Howse brings more than 20 years’ experience to the Company in corporate finance, strategy and M&A. She is a well credentialed professional who has held numerous Board and executive appointments at leading companies, including those operating in the data centre and telecommunications sectors. She holds an Executive MBA from IMD, a PhD in mathematics from the University of Queensland and a graduate diploma in applied finance and investment.

The Directors of the Company, with Dr Howse abstaining, recommend that the shareholders vote in favour of electing Dr Howse as a Director of the Company.

The Chairperson of the Annual General Meeting intends to vote undirected proxies in favour of Dr Howse’s election.

7

==> picture [142 x 33] intentionally omitted <==

Macquarie Telecom Group Limited

ACN 056 712 228

Explanatory Memorandum

Questions and Comments

The Chairperson will give members a reasonable opportunity to ask questions about or comment on the Items of Business and Resolutions.

8

==> picture [142 x 33] intentionally omitted <==

Macquarie Telecom Group Limited

ACN 056 712 228

Explanatory Memorandum

VOTING INSTRUCTIONS

Entitlement to vote

If you are a registered shareholder as at 7:00pm (AEDT) on Wednesday, 27 November 2019 , you may attend, speak and vote, in person or appoint a proxy (who need not be a shareholder) to attend, speak and vote on your behalf, at the AGM in Sydney, Australia, or participate and ask questions while participating via the AGM teleconference.

Accordingly share transfers registered after that date will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

Voting by proxy

• A shareholder entitled to attend and vote, is entitled to appoint a proxy.

• A shareholder entitled to attend and vote at the Annual General Meeting may appoint not more than two proxies to attend and vote at the Annual General Meeting. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If two proxies are appointed and the appointment does not specify the proportion or number of votes that the proxy may exercise, each proxy may exercise half the votes.

• A proxy may but need not be a shareholder of the Company.

• Appointment of a proxy by a shareholder who is a corporation must be under its common seal or the hand of its attorney or the hand of a person duly authorised by the corporation.

• The instrument appointing the proxy must be in writing, legally valid and signed by the appointer or the appointer's attorney.

• The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be received at the address notified by the Company on page 1 of this Notice of Meeting, no later than 48 hours before the commencement of the Annual General Meeting (i.e. by no later than 9:00am (AEDT) on Wednesday 27 November 2019 ). Any proxy form received after that time will not be valid for the scheduled Annual General Meeting.

Shareholders should refer to the proxy form for further information on appointing a proxy.

Directing your proxy

When appointing a proxy, shareholders can choose to direct the proxy as to how to vote on each resolution.

If a shareholder directs the proxy (i.e. a directed proxy) by marking either ' For ' , ' Against ' or ' Abstain ' on the proxy form for a resolution the proxy must vote in that manner regardless of who is appointed as proxy.

If a shareholder does not direct the proxy as to how to vote (i.e. an undirected proxy), the proxy appointed by the shareholders may vote as he or she thinks sees fit, subject to the following:

9

ACN 056 712 228

==> picture [142 x 33] intentionally omitted <==

Macquarie Telecom Group Limited

Explanatory Memorandum

• (a) if the Chairperson of the Meeting is appointed as proxy, the Chairperson will vote undirected proxies in the following way on the resolutions as put to this Annual General Meeting:

• (i) in favour of Resolution 1;

• (ii) in favour of Resolution 2; and

• (iii) in favour of Resolution 3.

• (b) if any member of the Company's Key Management Personnel whose remuneration details are included in the Remuneration Report or any of their Closely Related Parties, except the Chairperson, is appointed as proxy, that person will not vote your proxy on the following resolutions as put to the meeting:

• (i) Resolution 1.

"Key Management Personnel" of the Company includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or non-executive) of the Company.

"Closely Related Parties" to a member of the Key Management Personnel is a term defined in the Corporations Act as including a member's spouse, child, spouse's child, dependent on the member or their spouse, a company the member controls, member's family who may be expected to influence, or be influenced by, the member in the members dealings with the Company.

The above information on directing your proxy should be read together with any Voting Exclusion Statement relevant to a particular resolution as the Voting Exclusion Statement for a particular resolution might mean that the proxy vote must be disregarded and the relevant directions in the Proxy Form.

If you do not wish for your vote to be cast at the discretion of your proxy in respect of any Resolutions put to the vote at the Annual General Meeting, you should direct your proxy how to vote on these Resolutions.

Corporate Representatives attending

If your shareholding is registered in a company name and you would like to attend the Annual General Meeting (and do not intend to return a proxy form), please bring with you to the Annual General Meeting a duly completed Certificate of Appointment of Corporate Representative to enable you to attend and vote at the Annual General Meeting. Alternatively contact the Company's share registry, Boardroom Pty Limited on 1300 737 760 or +61 2 9290 9600, who will forward to you a form for completion.

10

==> picture [223 x 96] intentionally omitted <==

All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 9:00am AEDT on Wednesday, 27 November 2019

 TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/maq2019agm STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

.

==> picture [16 x 16] intentionally omitted <==

BY SMARTPHONE

==> picture [75 x 70] intentionally omitted <==

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 9.00am (AEDT) on Wednesday, 27 November 2019. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/maq2019agm  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Macquarie Telecom Group Limited ACN 056 712 228

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes.

Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Macquarie Telecom Group Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at Level 15, 2 Market Street, Sydney NSW 2000, Australia on Friday, 29 November 2019 at 9:00am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

==> picture [526 x 127] intentionally omitted <==

----- Start of picture text -----

STEP 2 VOTING DIRECTIONS
If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not
be counted in calculating the required majority if a poll is called.
For Against Abstain
Resolution 1 Remuneration Report
Resolution 2 Re-election of Director: Mr Bart Vogel
Resolution 3 Election of Director: Dr Adelle Howse
----- End of picture text -----

For Against Abstain*

STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2019