Megaport : Notification regarding unquoted securities - MP1

Total number of +securities to be

issued/transferred Issue date

523,422 01/03/2022

For personal use only

1.1 Name of entity

MEGAPORT LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1. The announcement is New announcement
2. Date of this announcement

1/3/2022

For personal use only

Please specify

Restricted Stock Units

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

does not have an existing ASX security code ("new class")

For personal use only

Date the +securities the subject of this notification were issued

1/3/2022

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

https://www.asx.com.au/asxpdf/20210920/pdf/450p3ypdz7j40n.pdf

Any other information the entity wishes to provide about the +securities the subject of this notification

Eligible employees may participate in the Restricted Stock Unit program, under which employees will be granted a certain AUD value worth of fully paid ordinary shares in Megaport Limited (Shares) (Share Value). Shares will be issued, transferred or allocated to employees upon satisfaction of applicable service and performance conditions. Shares will be issued, transferred or allocated to each employee over a period of 3 years, with 25% of the Share Value issued on the first anniversary of the grant date, 25% of the Share Value issued on the second anniversary of the grant date and 50% of the Share Value issued on the third anniversary of the grant date. The number of Shares to be issued, transferred or allocated on the issue date will be calculated by dividing the Share Value by the volume-weighted average price of Shares in the 10 consecutive trading days prior to (and excluding) the issue date (VWAP), and rounded down to the nearest whole Share.

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

For senior executives, Shares will only be issued, transferred or allocated upon satisfaction of service conditions (50%) and the achievement of performance hurdles (50%). For senior managers, Shares will only be issued, transferred or allocated upon satisfaction of service conditions (75%) and the achievement of performance hurdles (25%). For other eligible employees, Shares will only be issued, transferred or allocated upon satisfaction of service conditions (100%). For the purposes of calculating the number of Shares that will be issued under this Appendix 3G, the VWAP has been assumed as AUD13.50, however the VWAP at the time of the relevant issue may be higher or lower, resulting in a lesser or greater number of Shares being issued.

For personal use only

Number of +securities

523,422

Were the +securities issued for a cash consideration?

No

Please describe the consideration being provided for the +securities

Nil

Purpose of the issue

Other

Additional Details

Employee incentive scheme