Megaport Ltd. · ASX:MP1
Megaport — Merger or Acquisition (November 2025)
50 slides from Megaport's merger presentation, Nov 11, 2025
Slide 1: Equity Raising to Fund Acquisitions and Accelerate Network Expansion
EQUITY RAISING TO FUND ACQUISITIONS AND ACCELERATE NETWORK EXPANSION 11 November 2025 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Slide 2: Contents
Contents 1 2 Acquisition of Latitude.sh Operating Structure and Integration 3 Latitude.sh Transaction Overview 4 India Network Land and Expand Investment 5 Trading Update and FY26 Guidance 6 Funding and Offer Details Appendices A Latitude.sh Financial Impacts B Latitude.sh Acquisition Terms C Key Ri
Slide 3: Important Notice and Disclaimer (1 of 3)
IMPORTANT NOTICE AND DISCLAIMER (1 of 3) Important Notices and Disclaimer Market and industry data The following notice and disclaimer applies to this investor presentation (Presentation) and you are therefore advised Certain market and industry data used in connection with this Presentation may hav
Slide 4: Important Notice and Disclaimer (2 of 3)
IMPORTANT NOTICE AND DISCLAIMER (2 of 3) Information in this Presentation is not intended to be relied upon as advice to investors or potential investors and has Future performance and forward looking statements been prepared without taking into account the objectives, financial situation or needs o
Slide 5: Important Notice and Disclaimer (3 of 3)
IMPORTANT NOTICE AND DISCLAIMER (3 of 3) Past Performance Each Underwriter, together with its respective affiliates and related bodies corporate, is a full service financial institution engaged in various activities, which may include trading, financing, financial advisory, investment Past performan
Slide 6: Summary of Capital Raise
SUMMARY OF CAPITAL RAISE A$200 Million Underwritten Placement to Fund Acquisitions and Accelerate Network Expansion Acquisition of Latitude.sh – a global, automated infrastructure platform delivering Compute-as-a-Service Latitude.sh upfront consideration of US$150 million and up to US$150 million of
Slide 7: Acquisition of Latitude.sh
1 Acquisition of Latitude.sh 7 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Slide 8: Acquisition of Latitude.sh
ACQUISITION OF LATITUDE.SH • Globally scalable • Automated platform Latitude.sh delivers: Compute-as-a-Service • Rapidly growing It provides high-performance CPU and GPU in key markets worldwide, with simple APIs, • Product-led predictable billing, and the flexibility to deploy workloads on demand 8
Slide 9: Latitude.sh Global Presence
ACQUISITION OF LATITUDE.SH Latitude.sh Global Presence US$43.1M ARR1 Annual Recurring Revenue1 (%) Americas Europe APAC 21% Tokyo Amsterdam 46% Chicago Chicago 17% London Dallas New York 5% 10% Dallas Singapore North America Europe APAC Los Angeles Ashburn LaTAM Uncategorised2 Frankfurt Miami Sydney
Slide 10: Customer Use Cases
ACQUISITION OF LATITUDE.SH Customer Use Cases CPU GPU Web3 & Enterprise Blockchain Applications Inference SaaS Gaming Fine Tuning Adtech Streaming Training 10 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Slide 11: History of Product-led Growth
ACQUISITION OF LATITUDE.SH History of Product-led Growth Simple. Self-service. Automated. 11 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Slide 12: Demo
Demo 12 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Slide 13: Our Guiding Principles
ACQUISITION OF LATITUDE.SH Our Guiding Principles All strategic initiatives are assessed against our Guiding Principles Automation Self-service Instantaneous Easiest Global Scale Best Support Most Resilient Disruptive Pricing Flexible Profitable 13 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION
Slide 14: Logical Next Step in Megaport's Evolution
ACQUISITION OF LATITUDE.SH Logical Next Step in Megaport’s Evolution Global Network Infrastructure DC to DC Connectivity IT Infrastructure DC to Cloud Cloud to Cloud Global WAN Network Internet Exchange Compute Storage Network IPSec Tunnels Internet Megaport Global Service Platform Cloud Router (MCR
Slide 15: Megaport TAM: Build, Innovate, Invest
ACQUISITION OF LATITUDE.SH Megaport TAM: Build, Innovate, Invest 15 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Slide 16: Compute-as-a-Service TAM
ACQUISITION OF LATITUDE.SH Compute-as-a-Service TAM Latitude.sh Addressable Market • 2024 Compute-as-a-Service addressable market US$24.4bn (including hyperscalers) was c. US$203bn • Megaport’s potential share of the addressable 20%+ 3yr CAGR US$19.7bn market1 is c. US$13bn in 2024 • Simplifying inf
Slide 17: Latitude.sh: High Growth and Profitable
ACQUISITION OF LATITUDE.SH Latitude.sh: High Growth and Profitable Annual Recurring Revenue1 (US$m) 3 – 6 months3 US$43.1m 50% Margin Typical CPU/GPU ramp from 51%+ CAGR FY25E Adj. EBITDA margin2 deployment to optimal utilisation US$25.7m US$17.5m US$12.6m c. 14% H2 FY26 Revenue CPU sustaining capit
Slide 18: Attractive multiple, high returning, and accretive on all key metrics
ACQUISITION OF LATITUDE.SH Attractive multiple, high returning, and accretive on all key metrics • Derisked 50/50 transaction structure: • Latitude.sh upfront consideration of US$150 3.5x ARR 8.3x EBITDA million and up to US$150 million of contingent Multiple based on US$150 million of Multiple base
Slide 19: The Megaport Journey
ACQUISITION OF LATITUDE.SH The Megaport Journey PRIORITISE BUILD PROFITABILITY TRANSFORM & RESET ACCELERATE REVENUE ASPIRATION Growth rate in Rebuild GTM, Product & Engineering Strong growth decline NRR declined NRR Stabilised Continue to from a small base BUILD, INNOVATE, INVEST Megaport of the fut
Slide 20: Operating Structure and Integration
2 Operating Structure and Integration 20 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Slide 21: Creation of New Compute Division
OPERATING STRUCTURE AND INTEGRATION Creation of New Compute Division Combined Megaport & Latitude.sh • Establishment of new Compute Division • Megaport’s existing NaaS business continues to grow and deliver on Megaport Limited (ASX: MP1) strategic plan • Commitment to continued transparent financial
Slide 22: Post Acquisition Plan
OPERATING STRUCTURE AND INTEGRATION Post Acquisition Plan Integration Preparation Align & Enable Accelerate Deliver • Business continuity • Commence joint • Joint customer • Solidify and expand account targeting campaigns go-to-market strategy • Retain key talent • Align teams, systems and • Channel
Slide 23: Latitude.sh Transaction Overview
3 Latitude.sh Transaction Overview 23 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Slide 24: Details of Transaction (1 of 2)
LATITUDE.SH TRANSACTION OVERVIEW Details of Transaction (1 of 2) Acquisition • Megaport Limited (Megaport) (ASX:MP1) to acquire Latitude.sh for upfront consideration of US$150 million and contingent consideration of up to US$150 million Overview – The upfront consideration represents an implied ARR
Slide 25: Details of Transaction (2 of 2)
LATITUDE.SH TRANSACTION OVERVIEW Details of Transaction (2 of 2) • Derisked transaction structure where Megaport has agreed to pay for continued strong revenue growth over the next 2 years: Performance – CY26 Performance Payment: base revenue performance payment of US$25 million if CY26 revenue is a
Slide 26: India Network Land and Expand Investment
4 India Network Land and Expand Investment 26 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Slide 27: India entry accelerated by 3 years
India Network Land and Expand Investment India entry accelerated by 3 years Foothold investment in 6 cities and • World’s 5th largest economy and most populous country 40 data centres1 • Strong demand from existing Megaport customers for access to India • Increasing cloud adoption and expansion • c.
Slide 28: Trading Update and FY26 Guidance
5 Trading Update and FY26 Guidance 28 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Slide 29: Strong YTD Performance
TRADING UPDATE AND FY26 GUIDANCE Strong YTD Performance A$260.1m A$62.9m 109% Oct-25 Q1 FY26 Oct-25 Annual Recurring Revenue Revenue Net Revenue Retention Up 22% (up 19% Constant Up 21% vs Q1 FY254 Up 2pp vs FY255 Currency) vs 31-Oct-242 A$47.1m pcp3 A$11.1m pcp3 3pp pcp3 FY26 Guidance Unchanged1 Re
Slide 30: Funding and Offer Details
6 Funding and Offer Details 30 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Slide 31: Transaction funding
FUNDING AND OFFER DETAILS Transaction funding Transaction Funding Structure Sources and Uses: Upfront Consideration1 • Upfront Consideration of US$150 million, comprised of: Sources US$m A$m – Upfront Cash of US$70 million Upfront Consideration – Upfront Scrip of US$80 million Underwritten Placement
Slide 32: Equity raising details
FUNDING AND OFFER DETAILS Equity raising details Offer Structure • Fully underwritten institutional placement (Placement) to raise A$200 million1 and Size • Non-underwritten share purchase plan (SPP) to raise up to A$20 million2 • Approximately 13,986,014 million new fully paid ordinary shares (New
Slide 33: Indicative equity raising timetable
FUNDING AND OFFER DETAILS Indicative equity raising timetable Event Date1 Record date for SPP (7:00pm) Monday, 10 November 2025 Trading halt, announcement of Acquisition, Placement and SPP Tuesday, 11 November 2025 Placement bookbuild Tuesday, 11 November 2025 Announcement of the completion of the P
Slide 34: Latitude.sh Financial Impacts
A APPENDIX Latitude.sh Financial Impacts 34 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Slide 35: Pro Forma Financial Impact Analysis
LATITUDE.SH FINANCIAL IMPACTS Pro Forma Financial Impact Analysis1 A$m, 30-Jun y/e 30-Jun-25 30-Jun-25 Combined Pro Forma Revenue 227 552 282 Adj. EBITDA1 62 283 90 • Latitude.sh financials based on actual revenue2 and Adj. EBITDA margin of % margin 27% 50% 32% 50% based on management expectations3
Slide 36: Pro Forma Balance Sheet
LATITUDE.SH FINANCIAL IMPACTS Pro Forma Balance Sheet Acquisition Combined A$m 30-Jun-25 30-Jun-252 Adjustment Pro Forma • Together with expected operating cash flow Balance Sheet and the residual proceeds from the Assets Placement, the combined Group maintains sufficient liquidity to fund Capex Cas
Slide 37: Latitude.sh Acquisition Terms
B APPENDIX Latitude.sh Acquisition Terms 37 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Slide 38: Latitude.sh Transaction Terms (1 of 2)
TRANSACTION TERMS (1 of 2) Latitude.sh Transaction Terms • The Acquisition involves Megaport acquiring all the equity interests in two Latitude.sh entities Latitude.sh Holdings Co, a Delaware limited liability company and Latitude.sh SA, Acquisition Structure a Brazilian corporation (collectively, L
Slide 39: Latitude.sh Transaction Terms (2 of 2)
TRANSACTION TERMS (2 of 2) Latitude.sh Transaction Terms • Performance Payments1 – Series B Units: minimum threshold CY26 revenue target of US$51.9 million (for base payment of US$25 million) and stretch CY26 revenue target of US$74.2 million (for stretch payment of up to US$50 million) – Series C U
Slide 40: Key Risks
C APPENDIX Key Risks 40 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Slide 41: Key risks (1 of 3)
APPENDIX Key risks (1 of 3) 1. Introduction Integration risk This section describes some of the potential risks associated with an investment in Megaport. An investment in Megaport is subject to risks specific to Megaport To realise the full benefit of the Acquisition, Latitude.sh’s business will ne
Slide 42: Key risks (2 of 3)
APPENDIX Key risks (2 of 3) Scrip consideration Regulatory compliance As part of the Acquisition, Latitude.sh Vendors will receive consideration in the form of Shares. This consists of 7,839,126 of Shares under the upfront Megaport currently has legal entities registered in Australia, Brazil, Bulgar
Slide 43: Key risks (3 of 3)
APPENDIX Key risks (3 of 3) Privacy breach 4. General Investment Risks Megaport operates across multiple jurisdictions, each with their own privacy and data protection requirements. Failure to comply with global privacy Price of shares regulatory requirements could result in reputational damage, los
Slide 44: Underwriting Agreement Summary
D APPENDIX Underwriting Agreement Summary 44 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Slide 45: Summary of Placement Agreement
APPENDIX Summary of Placement Agreement Megaport has appointed Merrill Lynch Equities (Australia) Limited and UBS Securities Australia Limited (Underwriters) to manage (o) ASIC issues, or threatens to issue, proceedings or commences any inquiry or investigation in relation to the Placement or Megapo
Slide 46: Foreign Selling Restrictions
E APPENDIX Foreign Selling Restrictions 46 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Slide 47: Foreign selling restrictions (1 of 2)
APPENDIX Foreign selling restrictions (1 of 2) This document does not constitute an offer of new ordinary shares (“New Shares”) of the Company in any jurisdiction in which Cayman Islands it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may n
Slide 48: Foreign selling restrictions (2 of 2)
APPENDIX Foreign selling restrictions (2 of 2) Norway No marketing of the New Shares has been, or will be, made from within the UAE other than in compliance with the laws of the UAE and no subscription for any securities may be consummated within the UAE. This document may be This document has not b
Slide 49: Glossary
F APPENDIX Glossary 49 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Slide 50: Glossary
APPENDIX Glossary Annual Recurring Revenue is the recurring revenue expected over a 12 GPUaaS GPU-as-a-Service Annual Recurring month period, calculated as Monthly Recurring Revenue for the last month of Revenue or ARR the period x 12, and excludes any non-recurring or one-off revenue. GTM Go-To-Mar