NEXTDC LIMITED — Capital/Financing Update 2026

Apr 23, 2026

NEXTDC

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

ASX Release

24 April 2026

A$750m Wholesale Notes Offer Successfully Priced and Allocated

NEXTDC Limited (ASX: NXT) ("NEXTDC" or the "Company") is pleased to announce the successful pricing and allocation of a A$750 million offer of subordinated notes (the "Wholesale Notes") in the A$ wholesale debt market (the "Wholesale Notes Offer").

The Wholesale Notes Offer comprises a single tranche of A$750 million of Floating Rate Notes (the "Floating Rate Notes"), with a 4-year tenor priced at 3-month BBSW + 350 bps.

The Wholesale Notes Offer delivers on the subordinated notes issue foreshadowed in NEXTDC's ASX announcement on 20 April 2026¹ titled 'Record Contracted Utilisation and A$2.2bn Capital Plan'. Together with the Entitlement Offer² and the A$1.7 billion Hybrid Securities Offer³, the Wholesale Notes Offer builds on NEXTDC's Capital Plan, further diversifying the Company's sources of funding. Post-issue, NEXTDC's pro forma 30 June 2026 liquidity (cash and undrawn facilities) increases to approximately A$6.6 billion⁴.

Commenting on the Wholesale Notes Offer, NEXTDC's Chief Executive Officer and Managing Director, Craig Scroggie said:

"The successful allocation of our inaugural Wholesale Notes Offer represents another important step in executing NEXTDC's Capital Plan and further strengthens the Company's long-term capital structure. We are delighted with the strong support received from institutional and high net worth investors, which is further validation of our growth strategy and the long-term trajectory of the Australian data centre market."

The key terms of the Wholesale Notes are set out in the Annexure to this announcement.

Settlement and issue of the Wholesale Notes is expected to occur on 30 April 2026, subject only to customary conditions precedent.

Advisers and Joint Lead Managers

Barrenjoey acted as sole Structuring Adviser and Joint Lead Manager to NEXTDC in relation to the Wholesale Notes Offer.

Commonwealth Bank of Australia, National Australia Bank and Westpac Banking Corporation acted as Joint Lead Managers.

1. See NEXTDC's ASX announcement titled 'Record Contracted Utilisation and A$2.2bn Capital Plan' released to ASX on 20 April 2026.
2. See NEXTDC's ASX announcements released on 20 and 22 April 2026 and the retail entitlement offer results announcement (expected to be released to ASX on 14 May 2026).
3. The Hybrid Securities Offer comprising the A$1.0 billion Initial Series and the A$0.7 billion Delayed Draw Series, as described in NEXTDC's ASX announcements titled 'A$1.0 billion Hybrid Securities Offer and La Caisse Commitment' released to ASX on 7 April 2026 and 'Record Contracted Utilisation and A$2.2bn Capital Plan' released to ASX on 20 April 2026.
4. Reflects the A$5,860 million pro forma liquidity position disclosed in NEXTDC's ASX announcement titled 'Record Contracted Utilisation and A$2.2bn Capital Plan' released to ASX on 20 April 2026, adjusted for A$750 million of gross proceeds from the Wholesale Notes Offer

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NEXTDC

Cadence Advisory acted as independent financial adviser and Mallesons as legal adviser to NEXTDC in relation to the Wholesale Notes Offer.

Authorised for release by the Board of NEXTDC Limited.

ENDS

For more information:

Simon Guzowski
T: +61 2 8072 4943
E: investorrelations@nextdc.com
NEXTDC Investor Centre: www.nextdc.com/investor-centre

IMPORTANT NOTICE

Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should make your own assessment and take independent professional advice in relation to the information and any action on the basis of the information. This announcement has been prepared for release to ASX and is not an offer or invitation to subscribe for the Wholesale Notes.

FORWARD-LOOKING STATEMENTS

This announcement contains certain forward-looking statements, including "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act, Section 21E of the United States Securities Exchange Act of 1934 and the United States Private Securities Litigation Reform Act of 1995. Words such as "believe", "continue", "expect", "forecast", "estimate", "intend", "plan", "potential", "likely", "project", "anticipate", "target", "guidance", "should", "could", "may", "will", "predict", "outlook", "foresee", "opinion", "seek", "consider", "aim" or similar phrases are intended to identify forward-looking statements. Similarly, indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements, as are statements regarding NEXTDC's plans, objectives and strategies, and statements regarding the conduct and outcome of the Wholesale Notes Offer and source and use of funds.

Any forward-looking statements, opinions and estimates are based on assumptions and contingencies that are subject to change without notice, are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of NEXTDC, Barrenjoey, each of their related bodies corporate and affiliates, and each of their respective directors, officers, employees, partners, consultants, agents, advisers and representatives (each a "Beneficiary") and which may cause actual results and outcomes to differ materially from those expressed or implied in this announcement or in such statements. Refer to the 'Key Risks' on slides 31 to 47 of NEXTDC's Investor Presentation titled 'Record Contracted Utilisation and A$2.2bn Capital Plan' released to ASX on 20 April 2026 for further information.

Investors are strongly cautioned to not place undue reliance on such forward-looking statements, especially in the context of the current and challenging economic, market, climate and supply chain conditions and other uncertainty and disruption, including the conflicts in Ukraine and the Middle East.

The forward-looking statements are based on information available to NEXTDC as at the date of this announcement. None of NEXTDC, any of its related bodies corporate or affiliates, Barrenjoey, or any of their respective Beneficiaries or any other person gives any warranty, representation or assurance (express or implied) that the occurrence of the events expressed or implied in any forward-looking statement will occur or as to the accuracy of any forward-looking statement, or has or accepts any responsibility to update or revise any such forward-looking statement except as required under Australian law.

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NEXTDC

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer or solicitation would be unlawful. This announcement may not be distributed or released in the United States.

The Wholesale Notes have not been, and will not be, registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States. The Wholesale Notes may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of any person in the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States. The Wholesale Notes have been offered and sold outside the United States in "offshore transactions" (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act (Category 2).

SELLING RESTRICTIONS

This announcement does not constitute an offer of the Wholesale Notes for sale to any person who is not a "wholesale client" within the meaning of section 761G of the Corporations Act or to any person to whom such an offer would be unlawful. No action has been taken in any jurisdiction that would permit a public offering of the Wholesale Notes. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.

GENERAL

Certain figures, amounts, percentages, estimates, calculations of value and fractions provided in this announcement are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this announcement.

About NEXTDC

NEXTDC is an ASX 100-listed technology company and Asia's most innovative Data Centre-as-a-Service provider. We are building the infrastructure platform for the digital economy, delivering the critical power, security and connectivity for global cloud computing providers, enterprises, and Government.

NEXTDC is recognised globally for the design, construction, and operation of Australia's only network of Uptime Institute certified Tier IV facilities, and the only data centre operator in the Southern Hemisphere to achieve Tier IV Gold certification for Operational Sustainability. NEXTDC has a strong focus on sustainability and operational excellence through renewable energy sources and delivering world-class operational efficiency. Our data centres have been engineered to deliver exceptional levels of efficiency and the industry's lowest Total Cost of Operation through NABERS 5-star energy efficiency.

NEXTDC's corporate operations have been certified carbon neutral under the Australian Government's Climate Active Carbon Neutral Standard.

Our Cloud Centre partner ecosystem is Australia's most dynamic digital marketplace, comprising carriers, cloud providers and IT service providers, enabling local and international customers to source and connect with cloud platforms, service providers and vendors to build complex hybrid cloud networks and scale their critical IT infrastructure services.

NEXTDC is powering the intelligence economy.

To learn more, visit www.nextdc.com

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N E X T D C

Annexure – Key terms of the Wholesale Notes

A summary only of selected key terms. Qualified in its entirety by the transaction documentation.

Term	Detail
Issuer	NEXTDC Limited (ASX: NXT)
Initial guarantors	Consistent with the Company's existing senior debt facilities and the Hybrid Securities
Issue size	A$750 million of Floating Rate Notes
Ranking and security	Unsecured and subordinated obligations of the Issuer
Ranking junior to the Company's senior debt facilities
Ranking senior to the Hybrid Securities and the Company's ordinary shares
Maturity date	30 April 2030 (4 years)
Coupons	Floating Rate Notes: 3-month BBSW + 350 bps per annum, payable quarterly in arrear
Coupons will be deferred where an event of default or potential event of default subsists under the Company's senior debt facilities
No other coupon step-ups or deferral rights
Issuer early redemption rights	Tax Event: redeemable at par at any time for taxation reasons (gross-up or loss of deductibility)
Clean-Up Call: redeemable at par at any time once more than 75% of the Wholesale Notes have been redeemed or purchased and cancelled
Par Call: redeemable at par on the date that is three months before the Maturity Date
Make-Whole Call: redeemable at any time at the Make-Whole Redemption Amount (calculated in accordance with the Conditions)
Holder redemption right	On occurrence of a Change of Control Event (at 101% of outstanding principal amount)
Financial covenants	No maintenance financial covenants
Future debt or hybrid issuances, material asset disposals and equity distributions will be subject to an incurrence covenant based on an Adjusted Gearing Ratio (inclusive of all Group debt) not to exceed 85%
The Wholesale Notes will sit outside the Company's senior debt covenants
Events of default	Limited to non-payment of principal or interest (subject to customary cure periods) and insolvency / winding-up of the Issuer or a Guarantor
Form and listing	Registered, uncertificated form; unlisted; unrated
Minimum parcels of A$500,000 in Australia and A$200,000 outside of Australia.
Offered only to “wholesale clients” (as defined in section 761G of the Corporations Act 2001 (Cth))
Offered and sold outside the United States in reliance on Regulation S (Category 2) under the U.S. Securities Act of 1933

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