MEGAPORT LIMITED — Capital/Financing Update 2018

Apr 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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Options
	1,400,000 options (Options)

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	200,000 Options over unissued fully paid ordinary shares in Megaport at an exercise price of $3.07, of which 66,666 may be exercised on 31 March 2019, 66,667 on 31 March 2020 and 66,667 on 31 March 2021 (Class A Options). 1,200,000 Options over unissued fully paid ordinary shares in Megaport at an exercise price of $2.93, of which 400,000 may be exercised on 19 February 2019, 400,000 may be exercised on 19 February 2020 and 400,000 may be exercised on 19 February 2021 (Class B Options). The Class A Options and Class B 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.

• 5 Issue price or consideration Nil 6 Purpose of the issue The Class A Options and Class B Options are (If issued as consideration for granted under Megaport’s Employee Share Option the acquisition of assets, clearly Plan ( ESOP General ) identify those assets)

• See chapter 19 for defined terms.

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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	Yes
	23 November 2017
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Capacity remaining under ASX Listing Rule 7.1 – 1,923,352 Capacity remaining under ASX Listing Rule 7.1A – 10,171,124

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)	Class A Options - Class B Options –	31 March 2018 3 April 2018
	Number 115,044,576	+Class
		Fully paid ordinary shares (2,500,000 of which are subject to voluntary escrow)
	Number	+Class
	1,200,000	Options granted under the ESOP General on 3 April 2018 with an exercise price of $2.93 (being the subject of this Appendix 3B)
	200,000	Options granted under the ESOP General on 31 March 2018 with an exercise price of $3.07 (being the subject of this Appendix3B)
	575,000	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
	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
	360,000	Options granted under the ESOP General on 17 October 2016 with an exercise price of $2.02

• See chapter 19 for defined terms.

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• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

200,000	Options granted under the ESOP General on 5 October 2016 with an exercise price of $2.02
146,667	Options granted under the ESOP General on 30 September 2016 with an exercise price of $2.02
119,000	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
133,333	Options granted under the ESOP General on 26 August 2016 with an exerciseprice of$1.65
333,334	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)
The Shares will rank for dividends declared on or 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?

• 12 Is the issue renounceable or nonNot applicable renounceable?

• 13 Ratio in which the[+] securities Not applicable will be offered

• 14 +Class of +securities to which the Not applicable 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

• See chapter 19 for defined terms.

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27 If the entity has issued options, Not applicable 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 Not applicable applicable) 29 Date rights trading will end (if Not applicable applicable) 30 How do security holders sell Not applicable their 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

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

• See chapter 19 for defined terms.

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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: 3 April 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

==> picture [440 x 428] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary securities on 88,234,994
issue 12 months before the [+] issue date or date of
agreement to issue
Add the following: 9 March 2018 – 145,000 fully paid
ordinary shares
• Number of fully paid [+] ordinary securities issued
in that 12 month period under an exception in 18 December 2017 – 94,999 fully paid
rule 7.2 ordinary shares
• Number of fully paid [+] ordinary securities issued 10 November 2017 – 1,000 fully paid
in that 12 month period with shareholder ordinary shares
approval
4 July 2017 – 13,235,249 fully paid
• Number of partly paid [+] ordinary securities that ordinary shares
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
Subtract the number of fully paid [+] ordinary Nil
securities cancelled during that 12 month period
“A” 101,711,242
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 15,256,686
----- End of picture text -----

• See chapter 19 for defined terms.

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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 13,333,334 fully paid ordinary shares 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

• “C” 13,333,334

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

“A” x 0.15	15,256,686
Note: number must be same as shown in Step 2
Subtract“C”	13,333,334
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	1,923,352
	Note: this is the remaining placement
	capacity under rule 7.1]

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	101,711,242
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed

• See chapter 19 for defined terms.

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Multiply “A” by 0.10 10,171,124

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

Multiply“A” by 0.10	10,171,124
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”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	10,171,124
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	10,171,124 Note: this is the remaining placement capacity under rule 7.1A

“A” x 0.10	10,171,124
Note: number must be same as shown in Step 2
Subtract“E”	Nil
Note: number must be same as shown in Step 3
Total[“A” x 0.10] – “E”	10,171,124
	Note: this is the remaining placement
	capacity under rule 7.1A

• See chapter 19 for defined terms.

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