MEGAPORT LIMITED — Capital/Financing Update 2019

Sep 24, 2019

Appendix 3B New issue announcement

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 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 in Megaport
	150,000 fully paid ordinary shares (New Shares)
	The New Shares will be issued on the same terms as existing fully paid ordinary shares in Megaport.

• 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 in Megaport.
	$3.22 per New Share
	The New Shares are issued following the exercise of options under Megaport’s Employee Share Option Plan (ESOP General).
	No
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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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
	150,000 New Shares
	Not applicable
	Not applicable
	Capacity remaining under ASX Listing Rule 7.1 – 6,070,881 Capacity remaining under ASX Listing Rule 7.1A – Not applicable
	25 September 2019
	Number	+Class
	136,305,875	Fully paid ordinary shares in Megaport
	Number +Class 100,000 Options granted under the ESOP General on 3 September 2019 with an exercise price of $5.90
		+Class
		Options granted under the ESOP General on 3 September 2019 with an exercise price of $5.90

• See chapter 19 for defined terms.

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700,000	Options granted under the ESOP General on 22 August 2019, of which 500,000 have an exercise price of $4.00 and 200,000 have an exercise price of$3.60
494,445	Options granted under the ESOP General on 15 July 2019 with an exerciseprice of$4.66
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
100,000	Options granted under the ESOP General on 9 November 2018 with an exerciseprice of$2.66
80,000	Options granted under the ESOP General on 16 October 2018 with an exerciseprice of$2.74
1,610,000	Options granted under the ESOP General on 3 September 2018 with an exerciseprice of$3.26
456,667	Options granted under the ESOP General on 2 July 2018 with an exerciseprice of$3.22
900,000	Options granted under the ESOP General on 3 April 2018 with an exerciseprice of$2.93
33,334	Options granted under the ESOP General on 31 March 2018 with an exerciseprice of$3.07
33,334	Options granted under the ESOP General on 25 July 2017 with an exerciseprice of$1.75

• See chapter 19 for defined terms.

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6,667	Options granted under the ESOP General on 14 July 2017 with an exerciseprice of$1.79
8,333	Options granted under the ESOP General on 1 January 2017 with an exerciseprice of$1.84
108,332	Options granted under the ESOP General on 17 October 2016 with an exerciseprice of$2.02
200,000	Options granted under the ESOP General on 5 October 2016 with an exerciseprice of$2.02
85,000	Options granted under the ESOP General on 30 September 2016 with an exerciseprice of$2.02
40,000	Options granted under the ESOP General on 12 September 2016 with an exerciseprice of$1.91
66,667	Options granted under the ESOP General on 23 August 2016 with an exerciseprice of$1.85

• 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 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

• See chapter 19 for defined terms.

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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 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	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

• See chapter 19 for defined terms.

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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

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 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 - +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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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: 25 September 2019 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

art 1	art 1
Rule 7.1– Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure 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	117,977,229
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	25 September 2019–150,000 fully paid ordinary shares (being the subject of this Appendix 3B) 25 September 2019–21,667 fully paid ordinary shares 6 September 2019–150,000 fully paid ordinary shares 3 September 2019–100,000 fully paid ordinary shares 30 August 2019–525,000 fully paid ordinary shares 28 August 2019–100,000 fully paid ordinary shares 26 August 2019–306,666 fully paid ordinary shares 22 August 2019–205,555 fully paid ordinary shares 31 July 2019–23,352 fully paid ordinary shares 12 June 2019–33,333 fully paid ordinary shares 3 June 2019–103,333 fully paid ordinary shares 27 May 2019–203,333 fully paid ordinary shares 3 May 2019–2,514,479 fully paid ordinary shares 23 April 2019–200,000 fully paid ordinary shares 18 April 2019–120,000 fully paid ordinary shares 27 March 2019–13,333 fully paid ordinary shares 27 February 2019–255,002 fully paid ordinary shares 26 February 2019–100,000 fully paid ordinary shares 21 December 2018–53,334 fully paid ordinary shares 29 November 2018–301,925 fully paid ordinary shares 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

• 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”	123,805,875
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply “A” by 0.15	18,570,881
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	20 March 2019 - 12,500,000 fully paid ordinary shares
“C”	12,500,000
Step 4: Subtract “C” from [“A” x “B”] to calculateremaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	18,570,881
Subtract “C” Note: number must be same as shown in Step 3	12,500,000
Total [“A” x 0.15] – “C”	6,070,881

• See chapter 19 for defined terms.

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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

“A” Not applicable Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

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 placement capacity under rule 7.1A
that has already been used
Insertnumber of+equity securities issued or	Not applicable
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

Insert number of[+] equity securities issued or Not applicable 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 “E” Not applicable

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

capacity under rule 7.1A
“A” x 0.10	Not applicable
Note: number must be same as shown in Step 2
Subtract “E”	Not applicable
Note: number must be same as shown in Step 3
Total [“A” x 0.10] – “E”	Not applicable

• See chapter 19 for defined terms.

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Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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