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MEGAPORT LIMITED Major Shareholding Notification 2021

Aug 16, 2021

65363_rns_2021-08-16_9a059d72-9435-43b2-be31-a3c54ac451dc.pdf

Major Shareholding Notification

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603 Page 1 of 2 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme Megaport Ltd ACN/ARSN 607 301 959

1. Details of substantial holder (1)

Name Firetrail Investments Pty Ltd

ACN/ARSN (if applicable) 622 377 913

The holder became a substantial holder on 13/08/2021

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4) Number of securities Person's votes (5) Voting power (6)
ORDINARY FULLY PAID 7,876,377 7,876,377 5.02%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest Nature of relevant interest (7) Class and number of securities
REFER TO ANNEXURE A

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered as holder (8)
Class and number of securities
REFER TO ANNEXURE B

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant
interest
Date of acquisition Consideration (9) Consideration (9) Class and number of securities
Cash Non-cash
REFER TO ANNEXURE C

603 Page 2 of 2 15 July 2001

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Nature of association
N/A

7. Addresses

The addresses of persons named in this form are as follows:

Name Address
REFER TO ANNEXURE D

Signature

ure
print name
sign here
ALEX IHLENFELDT
capacity
COMPANY SECRETARY
date
17/08/2021

DIRECTIONS

  • (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

  • (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

  • (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

  • (4) The voting shares of a company constitute one class unless divided into separate classes.

  • (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

  • (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

  • (7) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

  • (8) If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".

  • (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Megaport Ltd

Annexure A

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Holder of relevant interest Nature of relevant interest Number of Class of securities
securities
Firetrail Investments Pty Ltd Firetrail Investments Pty Ltd in its capacity as investment 7,876,377 Ordinary fully paid
manager has the power to control voting and/or disposal of
securities.
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This is Annexure "A" as mentioned in form 603 Notice of initial substantial holder

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Alex Ihlenfeldt Company Secretary Date: 17/08/2021

Megaport Ltd Annexure B

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Holder of relevant interest Registered holder of securities Person entitled to be Number of Class of
registered as holder securities securities
Firetrail Investments BNP Paribas Securities Services BNP Paribas Securities 974,167 Ordinary fully paid
Services
Firetrail Investments Citibank Citibank 2,705,331 Ordinary fully paid
Firetrail Investments JP Morgan Chase Bank JP Morgan Chase Bank 147,100 Ordinary fully paid
Firetrail Investments NAB Custodial Services NAB Custodial Services 2,087,252 Ordinary fully paid
Firetrail Investments Northern Trust Northern Trust 541,026 Ordinary fully paid
Firetrail Investments State Street State Street 1,421,501 Ordinary fully paid
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This is Annexure "B" as mentioned in form 603 Notice of initial substantial holder

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Alex Ihlenfeldt Company Secretary Date: 17/08/2021

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Megaport Ltd
Annexure C
Holder of relevant interest Number of
Trade Date Consideration securities Class of Securities
Cash Non-cash
Pinnacle Investment Management ORDINARY FULLY PAID
Group Limited (and its
subsidiaries listed in Annexure A) 2021-04-21 to
2021-08-13 $ 42,691,831.72 2,701,293
----- End of picture text -----

This is Annexure "C" as mentioned in form 603 Notice of initial substantial holder

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Megaport Ltd Company Secretary Date: 17/08/2021

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Megaport Ltd
Annexure D
Name Address
Firetrail Investments Pty Ltd Level 19, 307 Queen St, Brisbane QLD 4000, Australia
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This is Annexure "D" as mentioned in form 603 Notice of initial substantial holder

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Alex Ihlenfeldt Company Secretary Date: 17/08/2021