MEGAPORT LIMITED — Board/Management Information 2017

Mar 30, 2017

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ASX RELEASE

31 March 2017

Appointment of Mr English as Chief Executive Officer Extension of Consultancy Services Agreement

Megaport Limited

Brisbane, AUSTRALIA, 31 March 2017 Megaport Limited ( ASX:MP1 ) ( Megaport ), the global leading provider of Elastic Interconnection services, is pleased to announce that it has signed a new employment agreement with Mr Vincent English, who will be appointed as Chief Executive Officer, effective 1 April 2017.

“It is truly an honour to be appointed CEO and lead Megaport through this rapid growth era,” said Vincent English. “At its core, Megaport makes connectivity easy. As more enterprises are adopting a digital supply chain of service providers, the demand is evident, and we have an incredible opportunity ahead of us to continue to drive innovation in the cloud networking space. We will further grow our Ecosystem of customers and service providers to bolster our powerful marketplace. In working to connect everyone to the best suite of services to fit their needs, the model will continue to evolve in providing greater value to everyone on the network. We’ve worked hard to position ourselves on a path of sustainable, demand-led growth. We have an excellent, world class team at Megaport. I am absolutely thrilled to lead them as we execute on our global strategy.”

“Since joining Megaport in June 2015, Vincent has provided excellent leadership as the company executed on deploying a global service footprint,” said Bevan Slattery, Executive Chairman of Megaport. “We could not have found a better executive equipped to helm the company at this transformational moment in Megaport’s history. His deep knowledge of Megaport’s business model, experience in leading the global service expansion, and his insights into the market dynamics driving the adoption of cloud services perfectly equips Vincent to lead Megaport as it executes its global strategy. The Board and the Company as a whole are excited to have Vincent lead us to success.”

A summary of the key terms and conditions of Mr English’s CEO employment agreement are attached to this announcement.

Megaport has also extended its consultancy agreement with Mr Peter Hase for strategic consultancy services related to Megaport’s business development and expansion plans. The key terms of this agreement are attached to this announcement.

Supporting Resources

• Visit Megaport: https://megaport.com/

• Follow Megaport on Twitter: @megaportnetwork

• ● Like Megaport on Facebookhttp:///h

• Follow Megaport on LinkedIn

About Megaport

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Megaport is the leading, global, independent and neutral provider of Elastic Interconnection services. Using Software Defined Networking, the Company’s global platform enables customers to rapidly connect their network to other services across the Megaport Fabric. Services can be directly controlled by customers via mobile devices, their computer or our open API. The Company’s extensive footprint in Australia, Asia Pacific, North America, and Europe provides a neutral platform that spans many key data centre providers across various markets.

Established in 2013 and founded by Bevan Slattery, Megaport built the world’s first SDN-based neutral elastic fabric changing the way enterprises, networks, and services interconnect. The high demand for interconnects and the need to change the way bandwidth acquisition has pushed Megaport into new markets globally. Megaport has been built by a highly experienced team with extensive knowledge in building large scale global carrier networks. To learn more about Megaport, please visit: www.megaport.com. For more information, visit: www.megaport.com.

Summary of key terms of CEO Employment Agreement

Commencement date:	1 April 2017
Term:	Mr English’s CEO employment agreement is ‘at will,’ which means it
	continues until either the Company or Mr English terminates the
	employment agreement.
Notice:	Megaport or Mr English may terminate the employment agreement by
	providing three months’ written notice. Megaport may, at its own election,
	make payment in lieu of notice. Megaport may terminate Mr English’s
	employment immediately without notice or payment in lieu of notice for
	serious misconduct or other specific circumstances warranting summary
	dismissal.
Base Salary:	Mr English will be paid a fixed salary of $330,000 per annum (including
	superannuation).
Short Term Incentive:	Mr English is eligible to receive short term incentives (STI) in the form of an
	annual cash bonus, subject to achievement of certain key performance
	indicators each quarter, to be determined by the Board. Mr English’s
	maximum STI opportunity for Q4 2017 is $50,000 including superannuation.
	Mr English’s maximum STI opportunity for the 2018 financial year is
	$200,000 including superannuation (being, $50,000 per quarter).
Payments on	Termination by Megaport without cause entitles Mr English to a severance
Termination:	payment equal to six months Base Salary. No severance benefits are
	payable if Mr English’s employment is terminated by Megaport with cause or
	if he resigns.
Restraint:	Under the CEO employment agreement, Mr English is subject to certain
	restrictive covenants, including a 12 month non-compete restriction
	post-termination of his employment, and a 12 month employee
	non-solicitation restriction. The latter prevents Mr English from soliciting
	Megaport employees or persuading people who do business with Megaport
	to cease or reduce their business with Megaport during the period of the
	restraint. The enforceability of the restraint provisions contained in Mr
	English’s employment agreement is subject to all usual legal requirements.
Other terms:
	Mr English’s CEO employment agreement otherwise contains standard
	terms and conditions for agreements of its nature, including confidentiality,
	retention of intellectual property and leave.

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Summary of key terms of Consultancy Services Agreement

Commencement date:	1 April 2017
Term:	Six months, expiring on 30 September 2017, unless otherwise terminated
	at an earlier date.
Consulting fee:	AUD$5,000 per month, plus reimbursable business expenses, will be
	payable to Mr Hase in exchange for him providing strategic consulting
	services to Megaport.
Termination:	Megaport may terminate the agreement immediately by notice for failure
	to perform the consultancy services with reasonable care skill or
	diligence, breaches of provisions related to intellectual property, goodwill
	and confidential information protections for the Company and failure to
	remedy other breaches within 10 business days of being notified by
	Megaport.
Restraint:	From the termination date, Mr Hase will be subject to various non-compete
	obligations for a period of 12 months.

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