MEGAPORT LIMITED — Capital/Financing Update 2017

Nov 9, 2017

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Megaport Limited ( Megaport )

ACN

607 301 959

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully paid ordinary shares Options
	1,000 fully paid ordinary shares (New Shares) 575,000 options over unissued fully paid ordinary shares (Options)
	New Shares will be issued on the same terms as existing fully paid ordinary shares The Options will be issued over unissued fully paid ordinary shares in Megaport at an exercise price of $1.69. The Options may be exercised as follows: 10,000 Options on 1 April 2018, 185,000 Options on 1 October 2018, 215,000 Options on 1 October 2019 and 165,000 Options on 1 October 2020. The Options will expire on the first anniversary after the relevant exercise date.

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	The New Shares will rank equally in all respects with existing fully paid ordinary shares. The fully paid ordinary shares issued upon exercise of the Options (Shares), will rank equally in all respects with existing fully paid ordinary shares.
	$1.91 per New Share $1.69per Option
	The New Shares are issued following the exercise of options granted under Megaport’s Employee Share Option Plan (ESOP General). The Options are granted under the ESOP General.
	No
	Not applicable
	Not applicable
	Not applicable

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	10 November 2017
	Number ~~+~~Class
	69,141,243 Fully paid ordinary shares (1,000,000 of which are subject to voluntary escrow)
	Number ~~+~~Class
	32,330,000 Restricted unquoted fully paid ordinary shares

• See chapter 19 for defined terms.

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575,000	Options granted	under the
	ESOP General	on 10
	November 2017	with an
	exercise price	of $1.69
	(being the subject of this
	Appendix 3B)
50,000	Options granted	under the
	ESOP General on 25 July
	2017 with an exercise price
	of $1.75
60,000	Options granted	under the
	ESOP General on 14 July
	2017 with an exercise price
	of $1.79
79,220	Options granted	under the
	ESOP General on	1 January
	2017 with an exercise price
	of $1.84
100,000	Options granted	under the
	ESOP General	on 5
	December 2016	with an
	exercise price of $2.02
385,000	Options granted	under the
	ESOP General	on 17
	October 2016	with an
	exercise price of $2.02
200,000	Options granted	under the
	ESOP General on	5 October
	2016 with an exercise price
	of $2.02
155,000	Options granted	under the
	ESOP General	on 30
	September 2016	with an
	exercise price of $2.02
139,000	Options granted	under the
	ESOP General	on 12
	September 2016	with an
	exercise price of $1.91
200,000	Options granted	under the
	ESOP General	on 5
	September 2016	with an
	exercise price of $1.84
200,000	Options granted	under the
	ESOP General on	26 August
	2016 with an exercise price
	of $1.65

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	600,000 Options granted under the ESOP General on 23 August 2016 with an exercise price of $1.85
	1,200,000 Restricted options granted to senior employees and Non- Executive Directors under the 2015 Employee Share Option Plan (as disclosed in Megaport’s Prospectus dated 20 November 2015)
	The Shares and New Shares will rank for dividends declared on or after the date of issue but will carry no right to receive any dividend before the date of issue.

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

32 How do security holders dispose Not applicable of their entitlements (except by sale through a broker)? 33 +Issue date Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) x +Securities described in Part 1

• (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which Not applicable +quotation is sought 39 +Class of +securities for which Not applicable quotation is sought

• See chapter 19 for defined terms.

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40 Do the[+] securities rank equally in Not applicable all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation Not applicable now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all Not applicable Not applicable +securities quoted on ASX ( including the[+] securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 10 November 2017 Company secretary

Print name: Celia Pheasant

• See chapter 19 for defined terms.

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