NEXTDC LIMITED — Major Shareholding Notification 2021

Jun 29, 2021

605

15 July 2001

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme NEXTDC Limited ACN/ARSN 143 582 521 1. Details of substantial holder (1) Name Vanguard Group (The Vanguard Group, Inc. and its controlled entities including Vanguard _________Investments Australia Ltd) ACN/ARSN (if applicable) N/A The holder ceased to be a substantial holder on 24 June 2021 The previous notice was given to the company on 29 August 2019 The previous notice was dated 29 August 2019

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date ofchangePerson whoserelevant interestchangedNature ofchange (4)	Considerationgiven in relationto change (5)Class (6) andnumber ofsecuritiesaffectedPerson'svotesaffected
24 June2021VanguardInvestmentsAustralia Ltd.Vanguard Investments Australia Ltd. hasceased to be the Investment Manager for aninstitutional client mandate and as a result hasceased to hold a relevant interest in the sharesheld within that mandate.	Nil – There is no selldown activityassociated with thischange.1,505,462shares1,505,462shares
Note: All other Vanguard Group relevant interest changes between 29 August 2019 and 29 June 2021 will be provided as soon as the
information is identified and verified in the form of an update to this notice. We do not expect these changes to result in the Vanguard
Group becoming a substantial shareholder.

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)Nature of associationN/AN/A4. AddressesThe addresses of persons named in this form are as follows:NameAddressVanguard GroupP.O. Box 2600, V26 Valley Forge, PA 19482 USASignatureprint nameShawn AckercapacityCompliance Managersign heredate29 June 2021	Name and ACN/ARSN (if applicable)	Name and ACN/ARSN (if applicable)	Nature of association
	N/A		N/A
			follows:
	Name		Address
	Vanguard Group		P.O. Box 2600, V26 Valley Forge, PA 19482 USA
		Shawn AckercapacityCompliance Manager date29 June 2021

605

15 July 2001

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 4 of the form.

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

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

• (4) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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.

• (5) 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.

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

• (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.