MEGAPORT LIMITED — Capital/Financing Update 2018

Sep 2, 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 Options be issued

• 2 Number of[+] securities issued or 2,820,000 options ( Options ) 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) 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	2,820,000 Options over unissued fully paid ordinary shares in Megaport at an exercise price of $3.26, of which: - 470,000 may be exercised on 3 September 2018; - 50,000 may be exercised on 2 November 2018; - 150,000 may be exercised on 30 November 2018; - 100,000 may be exercised on 28 February 2019; - 50,000 may be exercised on 20 April 2019; - 100,000 may be exercised on 15 June 2019; - 20,000 may be exercised on 4 July 2019; - 470,000 may be exercised on 3 September 2019; - 50,000 may be exercised on 2 November 2019; - 150,000 may be exercised on 30 November 2019; - 100,000 may be exercised on 28 February 2020; - 50,000 may be exercised on 20 April 2020; - 100,000 may be exercised on 15 June 2020; - 20,000 may be exercised on 4 July 2020; - 470,000 may be exercised on 3 September 2020; - 50,000 may be exercised on 2 November 2020; - 150,000 may be exercised on 30 November 2020; - 100,000 may be exercised on 28 February 2021; - 50,000 may be exercised on 20 April 2021; - 100,000 may be exercised on 15 June 2021; and - 20,000 may be exercised on 4 July 2021. The Options will expire on the first anniversary after the exercise date.
	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 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 Nil

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

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 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.	The Options are granted under Megaport’s Employee Share Option Plan (ESOP General)
	Yes
	23 November 2017
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

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
	Capacity remaining under ASX Listing Rule 7.1 – 2,330,613 Capacity remaining under ASX Listing Rule 7.1A – 10,461,551
	3 September 2018
	Number	+Class
	117,977,229	Fully paid ordinary shares (2,500,000 of which are subject to voluntary escrow)
	Number	+Class
	2,820,000	Options granted under the ESOP General on 3 September 2018 with an exercise price of $3.26 (being the subject of this Appendix3B)
	610,000	Options granted under the ESOP General on 2 July 2018 with an exerciseprice 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

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

200,000	Options granted under the ESOP General on 10 November 2017 with an exercise price of $1.69
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
73,550	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
305,000	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
141,667	Options granted under the ESOP General on 30 September 2016 with an exercise price of $2.02
113,333	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

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 New Shares will rank for dividends declared on trust, distribution policy) on the or 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 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. 19 Closing date for receipt of acceptances or renunciations	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

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? 32 How do security holders dispose of their entitlements (except by sale through a broker)?	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

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

• 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

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

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
	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: 3 September 2018 Company Secretary

Print name: Celia Pheasant, Company Secretary

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

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 basefigure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the+issue date or date of agreement to issue	101,470,243
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 August 2018–79,001 fully paid ordinary shares 31 July 2018–66,666 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 9 March 2018–145,000 fully paid ordinary shares 18 December 2017–94,999 fully paid ordinary shares 10 November 2017–1,000 fully paid ordinary shares
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	104,615,515
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply “A” by 0.15	15,692,327

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number 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

– 31 July 2018 28,380 fully paid ordinary shares 26 March 2018 - 13,333,334 fully paid ordinary shares

• 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

“C” 13,361,714

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15	15,692,327
Note: number must be same as shown in Step 2
Subtract “C”	13,361,714
Note: number must be same as shown in Step 3
Total [“A” x 0.15] – “C”	2,330,613
	Note: this is the remaining placement
	capacity under rule 7.1

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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	104,615,515
Step 2: Calculate 10% of “A”
“D”	0.10

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

	Note: this value cannot be changed
Multiply “A” by 0.10	10,461,551
Step 3: Calculate “E”, the amount of placement capacity 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	Nil
“E”	Nil
Step 4: Subtract “E” from [“A” x “D”] tocalculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	10,461,551
Subtract “E” Note: number must be same as shown in Step 3	Nil
Total [“A” x 0.10] – “E”	10,461,551 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013