MEGAPORT LIMITED — Capital/Financing Update 2017

Jan 3, 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 Options be issued

• 2 Number of[+] securities issued or 85,000 options ( Options ) to be issued (if known) or maximum number which may be issued

• See chapter 19 for defined terms.

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3 Principal terms of the[+] securities 85,000 Options over unissued fully paid ordinary (e.g. if options, exercise price shares in Megaport at an exercise price of and expiry date; if partly paid $1.84. +securities, the amount 25,000 Options may be exercised as follows: 8,333 Options on the first anniversary, 8,333 outstanding and due dates for payment; if +convertible Options on the second anniversary and 8,334 Options on the third anniversary. securities, the conversion price 60,000 Options may be exercised, subject to and dates for conversion) performance hurdles, as follows: 11,450 Options in respect of the financial year ending 30 June 2017, 20,000 Options in respect of the financial year ending 30 June 2018, 20,000 Options in respect of the financial year ending 30 June 2019 and 8,550 Options in respect of the financial year ending 30 June 2020. The Options will expire on the first anniversary after the exercise date.

• 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 fully paid ordinary shares issued upon exercise of the Options ( Shares ), will rank equally in all respects with existing fully paid ordinary shares.

• 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)

Nil

The Options are granted under Megaport’s Employee Share Option Plan ( ESOP General )

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 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	No
	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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7 +Issue dates 1 January 2017 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)	Number ~~+~~Class
	55,904,994 Fully paid ordinary shares (1,000,000 of which are subject to voluntary escrow)

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number ~~+~~Class

32,330,000 Restricted unquoted fully paid ordinary shares 85,000 Options granted under the ESOP General on 1 January 2017 with an exercise price of $1.84 (being the subject of this Appendix 3B) 100,000 Options granted under the ESOP General on 5 December 2016 with an exercise price of $2.02 490,000 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 $2.02 170,000 Options granted under the ESOP General on 30 September 2016 with an exercise price of $2.02 140,000 Options granted under the ESOP General on 12 September 2016 with an exercise price of $1.91

		200,000	200,000	Options granted under the
				ESOP General on 7
				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
		600,000		Options granted under the
				ESOP General on 23 August
				2016 with an exercise price of
				$1.85
		150,000		Options granted under the
				ESOP General on 7 July
				2016 with an exercise price of
				$1.87
		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)
10	Dividend policy (in the case of a		The Shares will rank for dividends declared on or
	trust, distribution policy) on the		after the date of issue but will carry no right to
	increased capital (interests)		receive any dividend before the date of issue.

Part 2 - Pro rata issue

11 Is security holder approval Not applicable required? 12 Is the issue renounceable or nonNot applicable renounceable? 13 Ratio in which the[+] securities will Not applicable be offered 14 +Class of +securities to which the Not applicable offer relates 15 +Record date to determine Not applicable entitlements 16 Will holdings on different Not applicable registers (or subregisters) be aggregated for calculating entitlements?

• See chapter 19 for defined terms.

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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. 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)	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

• 30 How do security holders sell their Not applicable entitlements in full through a broker?

• 31 How do security holders sell part Not applicable of their entitlements through a broker and accept for the balance?

• 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) +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

• See chapter 19 for defined terms.

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

Entities that have ticked box 34(b)

38 Number of+securities for which +quotation is sought 39 +Class of+securities for which quotation is sought 40 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 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and +class of all +securities quoted on ASX (_including_the+securities in clause 38)	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Number	+Class
	Not applicable	Not applicable

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: 4 January 2017 Company secretary

Print name: Celia Pheasant

• See chapter 19 for defined terms.

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