Nextdc : Becoming a substantial holder

Scanned Document

Form 603

Corporations Law

Section 671B

Notice of initial substantial holder

To: Company Name/Scheme NEXTDC LIMITED

ACN/ARSN 143 582 521

1. Details of substantial holder (1)

   
   

   Name: UBS Group AG and its related bodies corporate

   
   

   ACN/ARSN (if applicable)

   
   

   
   

   The holder became a substantial holder on: 25 November 2015

   
   

   
   

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	Persons' votes (5)	Voting power (6)
   Ordinary	9,775,271	9,775,271	5.05%

   
   

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 ofsecurities

   UBS AG Fund Manager with power to exercise control over 75,297 Ordinary

   voting shares

   UBS Asset Management (Australia) Fund Manager with power to exercise control over 7,300,808 Ordinary Ltd voting shares

   UBS Asset Management (UK) Fund Manager with power to exercise control over 21,908 Ordinary Limited voting shares

   UBS Fund Management Fund Manager with power to exercise control over 27,446 Ordinary (Switzerland) AG votingshares

   UBS Securities Australia Ltd Power to control disposal over shares pursuant to 309,467Ordinary

   stock borrowing and lending activities (see

   Annendix Al

   UBS AG Australia Branch Prime Broker that has exercised its borrowing right 2,040,345 Ordinary in respect of shares pursuant to a Prime Broking

   Agreement (see Appendix 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
   UBS AG	Various Custodians	UBS AG	75,297	Ordinary
   UBS Asset Management (Australia) Ltd	Various Custodians	UBS Asset Management (Australia) Ltd	7,300,808	Ordinary
   UBS Asset Management (UK) Limited	Various Custodians	UBS Asset Management (UK) Limited	21,908	Ordinary
   UBS Fund Management (Switzerland) AG	Various Custodians	UBS Fund Management (Switzerland) AG	27,446	Ordinary
   UBS Securities Australia Ltd	Warbont Nominees Ply Ltd	UBS Securities Australia Ltd	309,467	Ordinary
   UBS AG Australia Branch	UBS Nominees Pty Ltd	UBS AG Australia Branch	2,040,345	Ordinary

   
   

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) Class and number of securities

   
   

   Please see Appendix B.

   
   

6. Associates

   Cash T Non-cash

   
   

   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

   
   

   UBS AG Related body corporate

   
   

   UBS Asset Management (Australia) Ltd Related body corporate

   
   

   UBS Asset Management (UK) Limited Related body corporate

   
   

   UBS Fund Management (Switzerland) AG Related body corporate

   
   

   UBS Securities Australia Ltd Related body corporate

   
   

   Warbont Nominees Ply Ltd Related body corporate

   
   

   UBS AG Australia Branch Related body corporate

   
   

   UBS Nominees Ply Ltd Related body corporate

   
   

7. Addresses

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

Name	Addresses
Details of all UBS offices can be found through the following link: http://apps2.ubs.comAocationfinder/

SIGNATURE

Print Name: Capacity: Authorised signatory

Sign Here: Date: 27 November 2015

Print Name: Weixiao Qin Capacity: Authorised signatory Sign Here: Date: 27 November 2015

Contact details for this notice:

Weixiao Qin Compliance Operations (T) +65 6495 8217

.	Appendi x A
Holder of relevant interest	UBS Securities Austral ia Lid ' '	UBS AG, Australia Branch
Type of agreement	Securities Lending Agreement	Prime Brokerage Agreement
Parties to agreement	(i) UBS AG, Australia Branch ('UBS	(i) UBS AG, Australia Branch ('UBS
AG')/ UBS Securities Australia	AG')
Limited	(ii) Client (Please refer to Appendix
(ii) Client (Please refer to Appendix	A-1.)
A-1.)
Transfer date	Please refer to Appendix A-1.	Please refer to Appendix A-1.
Holder of voting rights	UBS AG/ UBS Securities Australia	UBS AG
Limited
Are there any restrictions on	Please refer to the details below.	Please refer to the details below.
voting rights?
If yes, detail	Since all right and title in the	Since all right and title in the
securities passes to the transferee	securities passes to the transferee
(i.e. UBS AG/ UBS Securities	(i.e. UBS AG), the transferee has
Australia Limited), the transferee	the right to vote. However, in certain
has the right to vote. However, in	circumstances, the transferee may
certain circumstances, the	seek to arrange for instructions to
transferee may seek to arrange for	be exercised in accordance with the
instructions to be exercised in	instructions of the transferor (i.e.
accordance with the instructions of	Client).
the transferor (i.e. Client).
Scheduled return date (if any)	None, subject to the terms of the	None, subject to the terms of the
relevant loan.	relevant loan.
Does the borrower have the right	Yes.	Yes.
to return early?
If yes, detail	The borrower (i.e. UBS AG/ UBS	The borrower (i.e. UBS AG) has the
Securities Australia Limited) has the	right to return at its discretion.
right to return at its discretion.
Does the lender have the right to	Yes.	Yes.
recall early?
If yes, detail	The lender (i.e. Client) can recall at	The lender (i.e. Client) can recall at
its request subject to compliance	its request subject to compliance
with margin requirements and the	with margin requirements and the
terms of the relevant loan.	terms of the relevant loan.
Will the securities be returned on	Yes.	Yes.
settlement?
If yes, detail any exceptions	None.	None.

The information in this appendix is based on the relevant standard UBS agreement.

A copy of the agreement is available to the company, or responsible entity to whom the prescribed form must be given, or to ASIC, upon request.