MEGAPORT LIMITED — Capital/Financing Update 2018

Nov 28, 2018

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 )

ABN

46 607 301 959

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	Fully paid ordinary shares
	300,000 fully paid ordinary shares (Series A New Shares); 1,667 fully paid ordinary shares (Series B New Shares); and 258 fully paid ordinary shares (Series C New Shares), (together, theNew Shares) 175,000 options (Series A Options); 2,000,000 options (Series B Options), (together,theOptions)

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)

The New Shares will be issued on the same terms as existing fully paid ordinary shares in Megaport. The Series A Options will be granted over 175,000 unissued fully paid ordinary shares in Megaport at an exercise price of $2.72. The Series A Options will vest (and may therefore be exercised) as follows: (a) 50,000 Series A Options on 1 October 2019; (b) 25,000 Series A Options on 31 October 2019; (c) 50,000 Series A Options on 1 October 2020; (d) 25,000 Series A Options on 31 October 2020; and (e) 25,000 Series A Options on 31 October 2021, (each, aVesting Date). The Series A Options will expire on the first anniversary of the relevant Vesting Date. The Series B Options will be granted over 2,000,000 unissued fully paid ordinary shares in Megaport at an exercise price of $3.60. The Series B Options will vest (and may therefore be exercised) as follows: (a) 1,000,000 Series B Options on 1 July 2019; and (b) subject to the vesting conditions below, 1,000,000 Series B Options (Second Tranche Series B Options) on 29 November 2020, (each, aVesting Date). The Second Tranche Series B Options will vest if: (1) the share price for Megaport reaches $5.00 or more per fully paid ordinary share in Megaport for a consecutive period of 30 days; or (2) Megaport is subject to a change of control on or before 29 November 2018. The Series B Options will expire on the first anniversaryof the relevant VestingDate.

• 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	The New Shares will rank equally in all respects with existing fully paid ordinary shares in Megaport. The fully paid ordinary shares issued upon exercise of the Options will rank equally in all respects with existing fully paid ordinary shares in Megaport.
	$1.25 per Series A New Share $2.02 per Series B New Share Nil per Series C New Share Nilper Option
	The Series A New Shares and Series B New Shares are issued following the exercise of options granted under Megaport’s Employee Share Option Plan (ESOP General). The Series C New Shares are issued under Megaport’s Employee Share Plan (A$1,000 Award) (Award Plan). The Options aregranted under the ESOP General.
	No
	Not applicable
	Not applicable

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 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)	Not applicable	Not applicable
	Not applicable
	301,925 fully paid ordinary shares 2,175,000 options over unissued fully paid ordinary shares
	Not applicable
	Not applicable
	Capacity remaining under ASX Listing Rule 7.1 – 17,791,123 Capacity remaining under ASX Listing Rule 7.1A – Not applicable
	29 November 2018
	Number	+Class
	118,607,488	Fully paid ordinary shares (2,500,000 of which are subject to voluntary escrow)

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	2,175,000	Options granted under the ESOP General on 29 November 2018, of which 175,000 have an exercise price of $2.72 and 2,000,000 of which have an exercise price of $3.60 (being the subject of this Appendix 3B)
	100,000	Options granted under the ESOP General on 9 November 2018 with an exercise price of $2.66
	100,000	Options granted under the ESOP General on 16 October 2018 with an exercise price of $2.74
	2,710,000	Options granted under the ESOP General on 3 September 2018 with an exercise price of $3.26
	610,000	Options granted under the ESOP General on 2 July 2018 with an exercise price of $3.22
	1,200,000	Options granted under the ESOP General on 3 April 2018 with an exercise price of $2.93
	220,000	Options granted under the ESOP General on 31 March 2018 with an exercise price of $3.07
	50,000	Options granted under the ESOP General on 25 July 2017 with an exercise price of $1.75
	10,000	Options granted under the ESOP General on 14 July 2017 with an exercise price of $1.79
	49,330	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

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	199,999	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
	93,334	Options granted under the ESOP General on 30 September 2016 with an exercise price of $2.02
	80,000	Options granted under the ESOP General on 12 September 2016 with an exercise price of $1.91
	33,334	Options granted under the ESOP General on 5 September 2016 with an exercise price of $1.84
	133,334	Options granted under the ESOP General on 23 August 2016 with an exercise price of $1.85
	800,000	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 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. The fully paid ordinary shares issued on exercise of the Options will rank for dividends declared on are after the date of issue but will carry no right to receive anydividend before the date of issue.

Part 2 - Pro rata issue

11 Is security holder approval Not applicable required?

• See chapter 19 for defined terms.

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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. 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	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
	Not applicable
	Not applicable

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

• See chapter 19 for defined terms.

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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 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: 29 November 2018 Company Secretary

Print name: Celia Pheasant, Company Secretary

• See chapter 19 for defined terms.

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– Appendix 3B Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1– Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from whichthe placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the+issue date or date of agreement to issue	101,471,243
Addthe following: •Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 •Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval •Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here– other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	29 November 2018–301,925 fully paid ordinary shares (the subject of this Appendix 3B) 9 November 2018–118,333 fully paid ordinary shares 30 October 2018–80,001 fully paid ordinary shares 16 October 2018–36,666 fully paid ordinary shares 27 September 2018–93,334 fully paid ordinary shares 29 August 2018–79,001 fully paid ordinary shares 31 July 2018–95,046 fully paid ordinary shares 31 May 2018–69,999 fully paid ordinary shares 20 April 2018–2,666,271 fully paid ordinary shares 13 April 2018–22,336 fully paid ordinary shares 26 March 2018–13,333,334 fully paid ordinary shares 9 March 2018–145,000 fully paid ordinary shares 18 December 2017–94,999 fully paid ordinary shares

• See chapter 19 for defined terms.

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Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	118,607,488
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply “A” by 0.15	17,791,123
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not_ counting_those issued: •Under an exception in rule 7.2 •Under rule 7.1A •With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded– not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	Nil
“C”	Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	17,791,123
Subtract “C” Note: number must be same as shown in Step 3	Nil
Total [“A” x 0.15] – “C”	17,791,123 Note: this is the remaining placement capacity under rule 7.1

capacity under rule 7.1
“A” x 0.15	17,791,123
Note: number must be same as shown in Step 2
Subtract “C”	Nil
Note: number must be same as shown in Step 3
Total [“A” x 0.15] – “C”	17,791,123
	Note: this is the remaining placement
	capacity under rule 7.1

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 2	Part 2
Rule 7.1A– Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	Not applicable
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply “A” by 0.10	Not applicable
Step 3: Calculate “E”, the amount of placementcapacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12-month period under rule 7.1A Notes: • This applies to equity securities– not just ordinary securities • Include here– if applicable– the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	Not applicable
“E”	Not applicable
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	Not applicable
Subtract “E” Note: number must be same as shown in Step 3	Not applicable
Total [“A” x 0.10] – “E”	Not applicable Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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