MACQUARIE TECHNOLOGY GROUP LIMITED — Proxy Solicitation & Information Statement 2023

Apr 17, 2023

18 April 2023

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Macquarie announces Extraordinary General Meeting to change its name to Macquarie Technology Group Limited (ASX: MAQ)

Macquarie Telecom Group (ASX: MAQ) today announced that it intends to change its listed company name to Macquarie Technology Group, reflecting the company’s evolution to become a digital infrastructure business through its success in cloud infrastructure, cyber security, data centres, and telecom.

Recognising that the successful execution of Macquarie’s strategy has fundamentally changed the company over the last decade to a core plus digital infrastructure business, Macquarie will be applying to move from the S&P index “Diversified Telecom Services” to “Internet Services & Infrastructure”.

Macquarie’s strategy has delivered seven consecutive years of EBITDA profit growth and its share price has increased by over 500% during this period with its market capitalisation now exceeding $1 billion.

“We are still Macquarie, a proudly Australian company, driven by our purpose to make a difference in markets that are underserved and overcharged. Macquarie‘s world class NPS score of +79 is a testament to the customer experience we deliver for businesses and government agencies,” said Chief Executive David Tudehope.

“As our customers turn to cloud-based solutions, they value our single accountability for cyber security, cloud performance and secure world scale data centres,” he said. “Our four businesses’ names are unchanged as they reflect what they do - Macquarie Cloud Services, Macquarie Government, Macquarie Data Centres and, where our story proudly started, Macquarie Telecom.”

Macquarie’s current customer base includes the Australian Tax Office, BPAY, Officeworks, and two of the world’s three largest cloud companies.

The Extraordinary General Meeting will be held at 10am on Monday 22nd May 2023 to seek approval to change our name to Macquarie Technology Group Limited. Subject to shareholder approval the new name will be effective from June 2023.

Authorised for release by the Board of Directors

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NOTICE OF GENERAL MEETING

AND EXPLANATORY STATEMENT

MACQUARIE TELECOM GROUP LIMITED (ACN 056 712 228)

Date of Meeting:

Monday, 22 May 2023

Time of Meeting:

10.00 am (Sydney time)

Place of Meeting:

Level 15, 2 Market Street, Sydney NSW 2000

IMPORTANT NOTICE

This is an important document. Please read it carefully and in its entirety. If you do not understand it, you should consult your solicitor, accountant or other professional adviser without delay. If you are unable to attend the Meeting in person, please complete the Proxy Form and return it in accordance with the instructions.

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Notice of General Meeting

Macquarie Telecom Group Limited (ACN 056 712 228) ( Company ) gives notice ( Notice or Notice of Meeting ) that a General Meeting of members ( General Meeting or Meeting ) of the Company will be held:

from 10.00 am (Sydney time) on Monday, 22 May 2023 at Level 15, 2 Market Street, Sydney NSW 2000

Members may attend the Meeting by personally attending the venue in person, and by proxy by completing a Proxy Form as described below in the section headed “How to Vote”. If you are unable to attend the Meeting in person, please complete the Proxy Form and return it in accordance with the instructions.

Unless the context otherwise requires, capitalised terms used in this Notice of Meeting have the meanings given to them in the accompanying Explanatory Statement.

BUSINESS OF THE GENERAL MEETING

The business of the General Meeting is as follows:

CHANGE OF COMPANY NAME

Resolution 1:	To consider, and if thought fit, to pass the following as a special
	resolution:
	“THATthe Company change its name to “Macquarie Technology Group
	Limited”.”
Majority required	Special resolution. A special resolution will be passed if approved by at
and ASIC	least 75% of the votes cast by members entitled to vote on the
registration:	resolution. A change of name becomes effective when the Australian
	Securities and Investments Commission (ASIC) alters the details of the
	Company’s registration.
Voting	None.
exclusions:

AMENDMENT OF CONSTITUTION

Resolution 2:	To consider, and if thought fit, to pass the following as a special
	resolution:
	“THATthe Company’s constitution be amended in the manner indicated
	in the proposed amended constitution tabled at the Meeting.”
Majority required:	Special resolution. A special resolution will be passed if approved by at
	least 75% of the votes cast by members entitled to vote on the
	resolution.
Voting	None.
exclusions:

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QUORUM FOR THE GENERAL MEETING

In accordance with rule 7.4 of the Company’s constitution, as the number of members entitled to vote on the resolution set out above is two or more, a quorum consists of two members.

By order of the Board of Macquarie Telecom Group Limited (ACN 056 712 228)

Date: 18 April 2023 Signed:

Peter James Chairman

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How to vote

Voting in person

If you are proposing to attend the Meeting at the venue in person and vote, there is no need for you to complete a Proxy Form.

Voting by corporate representative – corporate members

Corporate members may appoint an individual as a representative to exercise all the powers of the corporate member at the Meeting. Corporate members should appoint a representative to enable that representative to attend the Meeting on the member’s behalf (unless a standing appointment has previously been made and provided to the Company). The representative should bring a copy of the appointment to the Meeting.

Voting by proxy

If you are not attending the physical Meeting in person and you wish to vote on the resolution proposed in the Notice of Meeting, you must complete and lodge the Proxy Form. Any member entitled to attend and vote at the Meeting is entitled to appoint one proxy if the member is only entitled to one vote, and one or two proxies if the member is entitled to more than one vote. If two proxies are appointed, the member may specify the proportion or number of votes each proxy is appointed to exercise. If two proxies are appointed and no proportion or number is specified, each proxy may exercise half of the votes. A proxy need not be a member. The Proxy Form contains voting instructions and other important information, which you should read carefully.

Time for return of Proxy Forms

The Company must receive Proxy Forms (duly completed and with any necessary documentation) at least 48 hours before the time for the Meeting. Proxy Forms may be posted or hand delivered (during business hours) to – Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia, or lodged online at https://www.votingonline.com.au/MAQGM2023.

Signing of Proxy Forms

Proxy Forms must be duly signed by a member or the member’s attorney. If the member is a corporation, the Proxy Form must be signed by two directors or by a director and secretary, or if the member is a proprietary company that has a sole director who is also the sole secretary (or has no secretary), by that director, or under hand of its attorney or duly authorised officer. If shares are held by joint members, both joint members should sign.

Proxy Forms signed under power of attorney

If a Proxy Form is signed by a member’s attorney, the power of attorney or a certified copy of it must also be received at the address specified above at least 48 hours before the time for the Meeting.

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Explanatory Statement

1 GENERAL

This Explanatory Statement is an important document. It forms part of, and should be read in conjunction with the accompanying Notice of Meeting, and should be read carefully and in its entirety. Its purpose is to explain the effect and implications of the resolutions proposed in the Notice of Meeting, and provide information to members as required by law

If you have any questions regarding the matters set out in this Explanatory Statement or the Notice of Meeting, you should consult your professional adviser.

Unless the context otherwise requires, capitalised terms used in this Explanatory Statement have the meanings given to them in the Notice of Meeting.

2 RESOLUTION 1 – CHANGE OF COMPANY NAME

(a) Background

Macquarie Telecom Group Limited proposes to change its name to Macquarie Technology Group Limited.

The new name reflects the company’s evolution to become a complete digital infrastructure business through its success in cloud infrastructure, cyber security, data centres, and telecom.

The Company’s ASX listing code (MAQ) will remain the same.

In order to change the Company’s name, shareholders must adopt the name by way of a special resolution in accordance with section 157(1)(a) of the Corporations Act.

If this resolution is passed, the Company will lodge the appropriate forms with ASIC and the change of name will take effect when ASIC alters the details of the company’s registration.

3 RESOLUTION 2 – AMENDMENT OF CONSTITUTION

(a) Background

The Company’s current constitution was adopted by the Company in or around September 1999 and has not been amended since.

As part of the change of name, the Company also proposes to amend its existing constitution to reflect changes to the Listing Rules and to bring the Constitution up to date with current practice particularly in relation to utilising technology for communications and meetings.

(b)

Proposed amendments

The Company proposes to amend its existing constitution to:

• (i) Changes to Australian Securities Exchange Limited (ASX) Listing Rules : reflect changes to the ASX Listing Rules and the SCH Business Rules (now the ASX Settlement Operating Rules).

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• (ii) Direct voting : allow for ‘direct voting’ (including a vote delivered to the Company by post or electronic means) at a general meeting or class meeting, as approved by the directors from time to time.

• (iii) General meetings by technology : allow for general meetings to be held using any electronic or technological means approved by the directors that give the members as a whole a reasonable opportunity to participate.

• (iv) Directors’ meetings by technology : allow for a director to participate in a meeting of directors by electronic or technological means.

• (v) Notices and communications : provide for notices sent or received by the Company by electronic or technological means.

The proposed amendments to the Company’s constitution do not impose or remove a restriction on the activities of the Company, or the rights attached to ordinary shares of the Company.

A copy of the amended constitution detailing the proposed amendments is available for review ahead of the Meeting by emailing the General Counsel & Company Secretary, Michael Gold (mgold@macquarietelecomgroup.com). A copy of this document will also be made available and tabled at the Meeting.

4 DIRECTOR RECOMMENDATION ON RESOLUTIONS

The directors of the Company believe that all of the resolutions are in the best interests of the Company and its members as a whole, and accordingly recommend that members vote in favour of the resolutions.

The Chairperson of the Meeting also intends to vote all undirected proxies in favour of the resolutions.

5 FURTHER INFORMATION

If you have any queries in relation to the proposed Meeting or the matters set out in this Notice of Meeting, please contact the General Counsel & Company Secretary, Michael Gold (mgold@macquarietelecomgroup.com).

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