MEGAPORT LIMITED — Capital/Financing Update 2016

Jul 31, 2016

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1 August 2016

Dear Shareholder

SHARE PURCHASE PLAN

On behalf of the board of Megaport Limited ACN 607 301 959 ( Megaport ) (ASX: MP1), it gives me great pleasure to offer you the opportunity to purchase up to $15,000 in additional fully paid ordinary shares ( Shares ) in Megaport under this share purchase plan ( SPP ).

As announced on 29 July 2016, Megaport has recently completed a private placement of 10,500,000 shares to institutional and sophisticated investors at an issue price of $1.70 per share, raising approximately $17.85 million ( Placement ). Funds raised under the SPP, together with the funds raised under the Placement, will be used for general working capital, network investments and acquisition opportunities. Full details of the use of funds are set out in Megaport’s investor presentation released to the market on 29 July 2016.

The SPP will be available to shareholders who are on Megaport’s register at 7.00pm (Brisbane time) on 28 July 2016 ( Record Date ), and having a registered address in Australia or New Zealand ( Eligible Shareholders ).

The SPP provides Eligible Shareholders with the opportunity to acquire additional Shares at the same price at which they were issued under the Placement, being $1.70 per Share ( Issue Price ). The Issue Price represents a discount of 17.5% to the closing price of Megaport Shares on 27 July 2016 (the last day of trading before Megaport announced the Placement and SPP). There are no transaction costs or brokerage costs to participating shareholders.

The SPP will close on 16 August 2016 at 5.00pm (Brisbane time) . If you wish to participate in the SPP your application and funds must be received by the Closing Date. Megaport reserves its right to close the SPP early.

This letter and the accompanying material sets out the terms and conditions of the SPP. Additional information about Megaport, including all ASX announcements, is available at www.megaport.com.

The Board encourages you to consider this opportunity and thanks you for your continued support.

Yours faithfully

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Bevan Slattery Executive Chairman Megaport Limited

Phone +61 7 3088 7400

Level 4, 825 Ann Street, Fortitude Valley, 4006, Australia.

Megaport Limited ABN 46 607 301 959

megaport.com info@megaport.com

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TERMS AND CONDITIONS

OFFER DETAILS

OFFER DETAILS
Issue Price	$1.70 per Share
Application	Any amount divisible by the
Amounts	Issue Price, up to $15,000
Record Date	28 July 2016 7.00pm (Brisbane time)
Closing Date	16 August 2016 5.00pm (Brisbane time)
Allotment Date	22 August 2016
Holding Statement Dispatch Date	24 August 2016
Quotation Date	23 August 2016

HOW DO I ACCEPT?

To participate, you should either:

• (a) return your Application Form, together with a cheque by 5.00pm (Brisbane time) on 16 August 2016 ; or

• (b) pay the Application Amount via BPAY so the payment is received by 5.00pm (Brisbane time) on 16 August 2016 .

BPAY instructions are set out on the Application Form. If you use BPAY, you do not need to return your Application Form. Please make sure you use the specific biller code and unique reference number on your personalised Application Form. Your financial institution may implement earlier cut-off times for electronic payment. You should take this into consideration when making payment.

If paying by cheque, use the reply paid envelope or deliver it to the address on the Application Form. Applications received after the Closing Date will not be accepted.

Funds received for applications by cheque or BPAY will be regarded as applications for the maximum number of shares that those funds will pay for in full.

Importantly, while participation in the SPP is optional, once applications are submitted, they cannot be withdrawn.

Megaport’s market price may vary at any time during the offer period and Megaport’s Shares may trade at a price that is lower than the Issue Price.

By accepting the SPP offer, you accept the risk that the market price of Megaport’s Shares may fall

below the Issue Price between the date of this offer and the Allotment Date, in which case you may have been able to buy the Shares at a lower price than the Issue Price.

By making an application, you represent to Megaport the matters set out under the heading ‘Your representations’ in these terms and conditions and in the Application Form.

HOW MANY SHARES

Eligible Shareholders receive the number of Shares equal to the Application Amount (subject to any scaleback) divided by the Issue Price. Fractions will be rounded down, and the difference (being any amount less than the Issue Price) may be retained by Megaport. For example:

Application Amount	Shares Issued (subject to scale-back)
$2,000 1,176 Shares
$5,000 2,941 Shares
$7,500 4,411 Shares
$10,000 5,882 Shares
$12,500 7,352 Shares
$15,000 8,823 Shares

The Issue Price does not exceed the limit prescribed by the ASX Listing Rules and ASIC Class Order 09/425.

Shares issued under the SPP may be sold or transferred on ASX at any time after the Quotation Date.

ELIGIBILITY TO PARTICIPATE

Participation in the SPP is optional. The offer is open to all shareholders with a registered address in Australia or New Zealand as at the Record Date.

Multiple holdings

If you are the only registered holder of Megaport Shares, but you receive more than one offer under the SPP (for example, due to multiple registered holdings), you may only apply in total for a maximum of $15,000 worth of Shares.

Joint holders

If you are a joint holder of Megaport Shares, that holding is considered to be a single registered holding for the purpose of the SPP. You are entitled to participate in the SPP for that single holding only. If you are a joint holder and you receive more than one offer under the SPP, you may only apply in total for a maximum of $15,000 worth of Shares.

Trustee or nominee

If you are expressly noted on Megaport’s Share register as a trustee or nominee for a named beneficiary, you may only apply for one maximum parcel of shares for each named beneficiary. If Megaport’s Share Registry does not record a named beneficiary in respect of your

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trustee or nominee holding, the rules for multiple single holdings apply.

Custodians

If you are a custodian within the definition of ‘custodian’ in ASIC Class Order 09/425 (as varied) and hold Megaport Shares for one or more persons (each a Participating Beneficiary ), or on behalf of another custodian of Megaport Shares, you may apply for up to a maximum of $15,000 worth of Shares for each Participating Beneficiary, subject to providing Megaport a ‘custodian certificate’ in addition to the Application Form, which certifies matters required by ASIC Class Order 09/425 (as varied). Please contact the Share Registry to obtain the form of the custodian certificate.

DIRECTORS

Directors of Megaport who are Eligible Shareholders may participate in the SPP.

SCALE-BACK

Megaport may reject any application for Shares under the SPP, which it believes does not comply with these terms and conditions, including where it appears that you are not an Eligible Shareholder, if a cheque is returned unpaid, the Application Form has not been properly completed or where there are grounds for believing that the applicant is not acting in good faith.

Megaport may modify, suspend or cancel the SPP at any time. If Megaport does this it will notify ASX. If the SPP is cancelled the Application Amount will be refunded without interest. Neither Megaport nor the board accepts or assumes any liability to shareholders because of the variation, suspension or termination of SPP.

Megaport may settle, at its discretion in any manner it deems fit, any anomalies or disputes in connection with the SPP and that decision is conclusive and binding on all applicants. Megaport reserves the right to waive strict compliance with these terms and conditions.

YOUR REPRESENTATIONS

Megaport may, in its absolute discretion, scale-back applications under the SPP to the extent and in the manner that it sees fit.

Factors that Megaport may take into account in determining any scale-back include:

• (a) compliance with regulatory requirements;

• (b) the amount applied for by each shareholder under the SPP;

• (c) the number of Shares held at the Record Date; and

• (d) the close of the SPP offer period.

If a scale-back occurs, the difference between the value of the Shares allotted and the Application Amount paid to Megaport (only where the amount is greater than the Issue Price) will be refunded to you as soon as practicable following the Allotment Date. Any scale-back will be announced on the Allotment Date. No interest will be paid on any Application Amount paid or refunded. Scale-back decisions are made by the board and are final.

ASX QUOTATION

After Shares are issued and allotted under the SPP, Megaport will apply to ASX for quotation of the Shares on the Official List and send an allotment notice to each Eligible Shareholder’s registered address.

NO COSTS

Eligible Shareholders may subscribe without incurring brokerage costs, commission or other transaction costs.

MEGAPORT’S RIGHTS

Megaport retains absolute discretion to increase the total amount raised under the SPP offer.

By completing and returning the Application Form or by making a BPAY payment, you:

• (a) certify to Megaport that you are an Eligible Shareholder;

• (b) authorise Megaport (and its officers and agents) to correct any error in, or omission from, your Application Form and complete an incomplete Application Form;

• (c) accept the risks associated with any refund that may be sent to your address or to your nominated bank account as shown on Megaport’s Share Register;

• (d) acknowledge that Megaport may at its discretion determine that your Application Form is valid, even if the Application Form is invalid;

• (e) irrevocably and unconditionally agree to these terms and conditions; and

• (f) acknowledge that Megaport is not liable for any exercise of its discretions referred to in these terms.

OTHER INFORMATION

The Offer is non renounceable, which means that you cannot transfer your right to purchase Shares under the SPP to anyone else. Shares issued under the SPP will rank equally in all respects with existing fully paid shares.

This document is not an offer of securities in any place outside Australia or New Zealand and does not take into account your individual investment objectives, financial situation or particular needs. An investment in Megaport is speculative. Therefore, you should obtain independent financial and taxation advice before making an investment decision.

Morgans Corporate Limited ACN 010 539 607 will manage the SPP for which it will receive a management fee of 1.0%, and a selling fee of 2.0%, of the total amount raised under the SPP.

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ACN 607 301 959

All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

Telephone: 1300 554 474 From outside Australia: +61 1300 554 474

ASX Code: MP1

Website: www.linkmarketservices.com.au

SRN/HIN: Entitlement Number: Record Date: 28 July 2016 Offer Opens: 1 August 2016 Issue Price per Share: A$1.70 Offer Closes 5:00pm (AEST): 16 August 2016

Offer Closes 5:00pm (AEST): SHARE PURCHASE PLAN (“SPP”) APPLICATION FORM[[®]] . [[®]] need to complete or return the Acceptance Slip Bpaypay[[®]] , you will be A$7,500, A$10,000, A$12,500 or A$15,000. and Megaport Limited receives an amount which is not Biller Code: 130880 pay[[®]] payment must be for a minimum of A$2,000.

SHARE PURCHASE PLAN (“SPP”) APPLICATION FORM

How do I apply for Shares under this offer?

• Carefully read the SPP Terms and Conditions accompanying this form.

• Decide on the amount you wish to apply for.

• Pay for the Shares in accordance with the instructions outlined in the Terms and Conditions Booklet and further important instructions on the reverse of this form. Option 1: Paying by Bpay[[®]] .

Option 2: Paying by Cheque, Bank Draft or Money Order.

• Payments must be in Australian dollars.

PAYMENT OPTIONS

Option 1: Paying by Bpay[[®]]

Option 2: Paying by Cheque, Bank Draft or Money Order If paying by cheque, bank draft or money order, complete and return the Acceptance Slip attached to this Application Form with your Application Payment.

If paying by Bpay[®] , you do NOT need to complete or return the Acceptance Slip attached to this Application Form below. Payment must be received by the Registry by Bpay[®] by 5:00pm (AEST) on 16 August 2016. By paying by Bpaypay[[®]] , you will be deemed to have completed an Application Form for the number of Shares the subject of your Application Payment.

• A. Tick the box beside the amount you wish to apply for, either A$2,000, A$5,000, A$7,500, A$10,000, A$12,500 or A$15,000.

• B. Enter your cheque, bank draft or money order details. The amount of your Application Payment should be equal to the amount applied for in section A of the Acceptance Slip. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “Megaport Limited” and crossed “Not Negotiable”. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque, bank draft or money order for an amount that is not equal to either A$2,000, A$5,000, A$7,500, A$10,000, A$12,500 or A$15,000, Megaport Limited may round down the number of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of A$2,000.

If you make a payment by Bpay[®] and Megaport Limited receives an amount which is not equal to either A$2,000, A$5,000, A$7,500, A$10,000, A$12,500 or A$15,000, Megaport Limited may round down the number of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of A$2,000.

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Biller Code: 130880 Ref:

Telephone & Internet Banking – Bpay[[®]] Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: www.bpay.com.au ® Registered to Bpay Pty Ltd ABN 69 079 137 518

• C. Enter your contact telephone number at which we may contact you regarding your application for Shares, if necessary.

THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE SHAREHOLDER AND HOLDING RECORDED ABOVE.

Please detach and enclose with payment

SRN/HIN: Entitlement Number:

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ACN 607 301 959 999999
A I/we wish to purchase a parcel of Shares to the dollar amount of (tick one box only):
1,176 Shares 2,941 Shares 4,411 Shares 5,882 Shares 7,352 Shares 8,823 Shares
A$2,000 OR A$5,000 OR A$7,500 OR A$10,000 OR A$12,500 OR A$15,000
B Make your cheque, bank draft or money order payable to “Megaport Limited” and crossed “Not Negotiable”
Drawer Cheque Number BSB Number Account Number Amount of Cheque
A$ .00
C Telephone Number – Business Hours Telephone Number – After Hours Contact Name
( ) ( )
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IMPORTANT INFORMATION

1. This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.

2. If you do not wish to purchase additional Shares under this SPP, there is no need to take action.

3. Please ensure you have read and understood the SPP Terms and Conditions and this Important Information, before you make the Application Payment by Bpay[®] or you submit your Acceptance Slip with your Application Payment.

4. This SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.

5. If you are a custodian, trustee or nominee within the definition of “custodian” in ASIC Class Order [CO 09/425] you must complete and submit an additional Schedule that contains additional certifications and details that must be provided (“the Schedule”) before your Application will be received. The Schedule can be obtained by contacting the Megaport Limited SPP Offer Information Line. Applications received by custodians that are not accompanied by the Schedule will be rejected.

6. For applicants that are not required to complete the Schedule, by submitting the Acceptance Slip (with a cheque, bank draft or money order) or making payment by Bpay[®] , you certify that the aggregate of the Application Payment paid by you for:

• the parcel of New Shares indicated on this Application Form or Bpay[®] payment; and

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Bpaypay [[®]] does not exceed A$15,000.
S A M P L E
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• any other Shares applied for by you, or which you have instructed a Custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to the date of submission of the Acceptance Slip or payment by Bpaypay[[®]] does not exceed A$15,000.

• Megaport Limited reserves the right to make amendments to this Application Form where appropriate.

• Applicants are not assured of receiving the Shares for which they have applied as Megaport Limited may scaleback applications in its discretion.

How to Lodge your Acceptance Slip and Application Payment

A reply paid envelope is enclosed for you to return your Acceptance Slip and Application Payment. No postage stamp is required if it is posted in Australia.

Acceptance Slip and the payment for New Shares must be received by the Registry no later than the closing date shown overleaf. If paying by Bpay[®] you do not need to complete or return the Application Form. You should check the processing cut off-time for Bpay[®] transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.

Mailing Address or Hand Delivery Megaport Limited Megaport Limited C/- Link Market Services Limited C/- Link Market Services Limited GPO Box 3560 1A Homebush Bay Drive Sydney NSW 2001 Rhodes NSW 2138 (Please do not use this address for mailing purposes)

Make sure you send your Acceptance Slip and Application Payment allowing enough time for mail delivery, so Link Market Services Limited receives them no later than 5:00pm (AEST) on 16 August 2016. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. Megaport Limited reserves the right not to process any Acceptance Slips and Application Payments received after the Closing Date.

If you require information on how to complete this Acceptance Slip please contact the Megaport Limited SPP Offer Information Line on 1300 733 154 if calling within Australia or +61 1300 733 154 if calling from outside of Australia.