EQS-Adhoc: NEXTDC Limited: Financial Covenants – Compliance and Headroom

EQS-Ad-hoc: NEXTDC Limited / Key word(s): Statement/Financing
NEXTDC Limited: Financial Covenants – Compliance and Headroom

27-Oct-2026 / 22:40 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by [1]EQS News – a service of [2]EQS Group.
The issuer is solely responsible for the content of this announcement.

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NEXTDC Limited (ASX:NXT) (‘NEXTDC’ or the ‘Company’). The ASX Market
Announcement of the below release can also be viewed at
[3] www.nextdc.com/investor-centre. The information is being provided for the
holders of NEXTDC’s A$1,100,000,000 1.75 per cent. Subordinated Convertible
Notes due 2031 (ISIN XS3485473303) admitted to trading on the Vienna MTF of the
Vienna Stock Exchange

ASX Release
28 October 2026 Financial Covenants – Compliance and Headroom
NEXTDC Limited (ASX: NXT) (“NEXTDC” or the “Company”) has submitted its
covenant compliance report to its senior debt financiers for 30 June 2026, the
most recent half yearly test date. To assist stakeholders in better
understanding NEXTDC’s financial covenants more broadly, this release sets out
the covenant ratios and headroom at that date. The Interest Cover Ratio and its
headroom are shown pro forma for the increased contracted utilisation announced
on 21 July 2026, which is not included in that report. Summary

• Compliance: NEXTDC complied with both of its financial covenants at 30 June
2026.

• Interest Cover Ratio (“ICR”)[4][1]: 5.91x, pro forma for the increased
contracted utilisation announced on 21 July 2026, against a minimum of
1.5x, with headroom of A$526.8 million in EBITDA[5][2] as defined for
the covenant (“Covenant EBITDA”)
• Gearing Ratio[6][3]: 8.2%, against a maximum of 60%

• Excluding Contracted EBITDA of the affected M3 contracts: Covenant EBITDA
is defined to include the expected fully ramped up annualised (but not yet
billed) EBITDA from new customer contracts in place at each test date, if
billing is expected to commence within 24 months of that date (“Contracted
EBITDA”). Given the uncertainty around the M3 power delays outlined in
NEXTDC’s ASX announcement of 21 October 2026[7][4], NEXTDC has excluded any
pro forma Contracted EBITDA of the affected customer contracts at M3
Melbourne and any potential service level credits associated with them.
• Liquidity: A$8,675 million at 30 September 2026[8]^^[5]

NEXTDC financial covenants NEXTDC’s maintenance financial covenants are a
Gearing Ratio of not more than 60% and an ICR of at least 1.5x. They are set
out in the Common Terms Deed Poll dated 3 November 2024, as amended (“CTDP”),
which applies only to the senior loan facilities benefiting from the CTDP.
Currently all senior loan facilities benefit from the CTDP and those facilities
represent all of the senior debt of NEXTDC. Both financial covenants are tested
at 30 June and 31 December each year and measured for NEXTDC’s Australian
group[9][6], not the whole NEXTDC group.
All debt that is subordinated to senior debt, including the Subordinated
Notes[10][7], Hybrid Securities[11][8] and Convertible Notes[12][9] (together,
“Subordinated Capital”), is not included in those covenants, and all
outstanding Subordinated Capital instruments have no maintenance financial
covenants of their own[13][10]. Compliance at 30 June 2026 NEXTDC complied with
both of its financial covenants at 30 June 2026[14][11]. It continues to expect
to comply with both covenants at the next test date, 31 December 2026. Pro
forma ICR at 30 June 2026

A$ million Pro forma
EBITDA for the 12 months, before Contracted EBITDA[15][12] 262.1
Pro Forma Contracted EBITDA[16][13] 444.0
Pro Forma Covenant EBITDA (A) 706.0
Net interest expense (B) 119.5
Pro Forma ICR (A ÷ B) 5.91x
Covenant EBITDA needed for the minimum of 1.5x (C) 179.2
Pro Forma Headroom (A less C) 526.8

The figures above are pro forma and not the final CTDP ICR certified under the
CTDP. They add the Contracted EBITDA of the additional contracted utilisation
announced on 21 July 2026. This additional 73MW of contracted utilisation is
not included in Covenant EBITDA at 30 June 2026, but is shown here on a pro
forma basis, consistent with how contracted utilisation was shown in the
Company’s FY26 financial results materials. Billing for this additional
contracted utilisation is forecast to start in the second half of FY27 and
NEXTDC expects to include it in the 31 December 2026 covenant compliance
report. The pro forma figures are not certified and are not a forecast of the
ratios at that date. Gearing Ratio at 30 June 2026

A$ million As certified
Net senior debt (A) 834.3
Total assets at book value (B) 10,182.3
Gearing Ratio (A ÷ B) 8.2%
Maximum 60%

Affected M3 contracts
The affected customer contracts at M3 Melbourne depend on increases in grid
supply for their full delivery. Grid supply at M3 Melbourne is expected to
increase in stages. The first increase depends on the works of Jemena
Electricity Networks (Vic) Ltd (“Jemena”). Based on Jemena’s current indicative
estimate, NEXTDC expects that increase during FY28 (the financial year ending
30 June 2028), with delivery and billing of the contracted capacity that
depends on it to follow shortly thereafter. As the timing of those increases is
uncertain, for covenant purposes, NEXTDC has excluded from Contracted EBITDA at
30 June 2026 the contracted EBITDA of those affected contracts and any
associated potential service level credits, so EBITDA for the 12 months to 30
June 2026 only includes earnings from capacity under the affected contracts
which has already been billed. The treatment of any such service level credits
is uncertain. They could be considered one off items excluded from Covenant
EBITDA under the CTDP, or treated as a rental reduction over the term of those
contracts in accordance with AASB 16 Leases, which would reduce Covenant EBITDA
over that term. The exclusion applies only to those contracts and not to
NEXTDC’s other existing customer contracts at M3 Melbourne, which are unrelated
to the affected customer contracts referred to in NEXTDC’s ASX announcement of
21 October 2026 and whose capacity is fully commissioned and operational. How
the ratios change between test dates When a contract starts billing, its EBITDA
moves over time from Contracted EBITDA into actual EBITDA for the 12 months.
Net interest expense rises as senior debt is drawn. A contract expected to
start billing more than 24 months after a test date is not counted at that
date, but may be counted at a later one. The ratios and headroom at 30 June
2026 are therefore not a measure of how much senior debt NEXTDC can draw under
its existing facilities. NEXTDC’s ability to draw all of its undrawn senior
debt facilities while continuing to comply with its financial covenants will
depend on the timing of drawdowns and on the expected billing profiles of its
new customer contracts at that time.
Authorised for release by the Board of NEXTDC Limited.
ENDS

For more information:
Investor enquiries                                                       Media
enquiries
Simon Guzowski                                                      Ben Wilson
T: +61 2 8072 4943                                                     Senior
Managing Director, Teneo
E: [17]investorrelations@nextdc.com                                 M: +61 407
966 083

E: [18]ben.wilson@teneo.com
NEXTDC Investor Centre: [19]www.nextdc.com/investor-centre

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, enterprise, 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
is one of the first data centre operators 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. 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 [20]www.nextdc.com

  Annexure A: Liquidity at 30 September 2026

A$ million Type Maturity Limit Drawn Undrawn
Senior debt facilities
Facility A Revolving December 2029 1,500 600 900
Facility B Term December 2031 400 400 nil
Facility C Revolving December 2031 1,000 nil 1,000
Facility D Revolving December 2030 1,800 nil 1,800
Facility E Term December 2030 600 600 nil
Facility F Term December 2032 400 400 nil
Facility G Revolving December 2032 700 nil 700
Facility H Term September 2031 700 nil 700
Facility I Revolving September 2031 950 nil 950
Facility J Term September 2033 450 nil 450
Facility K Revolving September 2033 200 nil 200
Total senior debt facilities     8,700 2,000 6,700
Subordinated Capital
Subordinated Notes   April 2030 750 750 nil
Convertible Notes   September 2031 1,100 1,100 nil
Hybrid Securities A   May 2031[21][14] 1,000 1,000 nil
Hybrid Securities B     700 nil 700
Total Subordinated Capital     3,550 2,850 700
Total     12,250 4,850 7,400
Cash         1,275
Liquidity[22][15]         8,675

NEXTDC will continue to assess the effect of the delays to grid supply at M3
Melbourne on its debt facilities, including on its ability to drawdown its
undrawn debt facilities while continuing to comply with its financial
covenants.
  Forward looking statements This release contains forward looking statements,
including NEXTDC’s expectations of the timing of the next increase in grid
supply at M3 Melbourne, of when new customer contracts will start billing, of
the EBITDA expected from them and of its compliance with its financial
covenants. They are based on management’s current expectations and assumptions,
are not guarantees of future performance and are subject to known and unknown
risks and uncertainties, many of which are beyond NEXTDC’s control, that could
cause actual results to differ materially. There can be no assurance that
actual outcomes will not differ materially from these statements. There are
usually differences between forecasts and actual results because events and
circumstances frequently do not occur as forecast, and these differences may be
material.
Investors should not place undue reliance on forward looking statements,
especially in view of current economic conditions, supply chain issues and
other uncertainty and disruption. None of NEXTDC, any member of the NEXTDC
group or their respective officers, employees, agents or any other person gives
any warranty, representation or assurance that any event expressed or implied
in any forward looking statement will occur.
NEXTDC does not undertake to update forward looking statements to reflect any
change in its circumstances, financial condition or affairs or in the events or
conditions on which such statements are based, except as required by law or the
ASX Listing Rules.

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[23][1]   The interest cover ratio for NEXTDC’s senior debt facilities, being
Covenant EBITDA divided by net interest expense, in each case of the Australian
group (defined below) for the 12 months to the relevant test date
[24][2]   This is how much Covenant EBITDA could fall, with net interest
expense unchanged, before the ICR reached 1.5x
[25][3]   The gearing ratio for NEXTDC’s senior debt facilities, being net
senior debt divided by total assets at book value, in each case of the
Australian group as at the relevant test date
[26][4]      Refer to ASX Announcement dated 21 October 2026 titled ‘M3
Melbourne Power Delay and Revised FY27 Guidance’
[27][5]   Made up of A$1,275 million of cash and A$7,400 million of undrawn
senior debt facilities and Hybrid Securities, which is committed, subject to
customary conditions. The table in Annexure A shows NEXTDC’s senior debt
facilities and Subordinated Capital (defined below) at 30 September 2026
[28][6]   The Australian group is NEXTDC Limited, its Australian subsidiaries
other than those excluded under the CTDP, and any other subsidiary that
guarantees its senior debt facilities (of which there are currently none other
than the Australian subsidiaries)
[29][7]   A$750 million of subordinated floating rate notes due 30 April 2030.
Refer to ASX Announcement dated 24 April 2026 titled ‘A$750m Wholesale Notes
Offer Successfully Priced and Allocated’
[30][8]   A$1,700 million of subordinated hybrid securities in two tranches:
A$1,000 million of Hybrid Securities A, issued on 15 May 2026, and the A$700
million Hybrid Securities B Delayed Draw Series, which is currently undrawn.
The Delayed Draw Series is committed, subject to customary conditions, and may
be drawn until 15 May 2027. Refer to ASX Announcements dated 7 April 2026
titled ‘A$1.0 billion Hybrid Securities Offer and La Caisse Commitment’ and 20
April 2026 titled ‘Record Contracted Utilisation and A$2.2bn Capital Plan’
[31][9]   A$1,100 million of 1.75% Subordinated Convertible Notes due 2031,
issued on 17 September 2026. Holders may require NEXTDC to redeem them on 17
September 2029 at their principal amount plus accrued interest. Refer to ASX
Announcement dated 10 September 2026 titled ‘Successful pricing of A$1.1
billion Convertible Notes Offering’
[32][10]  The Subordinated Notes and Hybrid Securities are subject to an
incurrence covenant under which debt or hybrid issuances, material asset
disposals and equity distributions may be made only if the Adjusted Gearing
Ratio, inclusive of all debt of the Australian group (including the Hybrid
Securities) and adjusted for the relevant transaction, does not exceed 85%
[33][11]  The covenant figures are calculated under the CTDP and are those in,
or derived from, NEXTDC’s compliance certificate for 30 June 2026, other than
the pro forma adjustment. They are not IFRS measures and have not been audited
or reviewed. Numbers may not add due to rounding
[34][12]  After the other adjustments set out in the CTDP. NEXTDC’s Underlying
EBITDA for FY26 was A$248.8 million. The difference of A$13.3 million mainly
reflects interest income of A$18.9 million, which Covenant EBITDA includes,
offset by lease payments of A$7.6 million, which it deducts. The balance
reflects the exclusion of NEXTDC’s overseas subsidiaries and differences in the
items added back, such as share based payments
[35][13]  Includes the Contracted EBITDA of the increased contracted
utilisation announced on 21 July 2026. Refer to ASX Announcement dated 21 July
2026 titled ‘Contracted Utilisation Update’
[36][14]  The first optional redemption date of Hybrid Securities A, five years
after issue. Hybrid Securities B is undrawn, so its date will depend on when it
is drawn
[37][15]  Liquidity is not an IFRS measure and has not been audited or reviewed

End of Inside Information

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27-Oct-2026 CET/CEST News transmitted by [38]EQS Group

View original content: [39]EQS News

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Language: English
Company: NEXTDC Limited
20 Wharf Street
4000 Brisbane City
Australia
ISIN: AU000000NXT8
Listed: Vienna Stock Exchange (Vienna MTF)
LEI Code: 529900RTERU3X7G3D672
EQS News ID: 2423330

End of Announcement EQS News Service

2423330  27-Oct-2026 CET/CEST

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References

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3. https://nwr.eqs-cockpit.com/fncls2.ssx?fn=redirect&url=82f8d20907980ec655627405d69ebd3c&application_id=2423330&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
4. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftn1
5. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftn2
6. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftn3
7. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftn4
8. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftn5
9. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftn6
10. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftn7
11. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftn8
12. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftn9
13. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftn10
14. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftn11
15. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftn12
16. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftn13
17. investorrelations@nextdc.com
18. ben.wilson@teneo.com
19. https://nwr.eqs-cockpit.com/fncls2.ssx?fn=redirect&url=877ac4d8ce49296440212f88ec34811e&application_id=2423330&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
20. https://nwr.eqs-cockpit.com/fncls2.ssx?fn=redirect&url=992fab530c462d097368bba02de54766&application_id=2423330&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
21. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftn14
22. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftn15
23. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftnref1
24. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftnref2
25. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftnref3
26. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftnref4
27. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftnref5
28. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftnref6
29. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftnref7
30. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftnref8
31. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftnref9
32. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftnref10
33. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftnref11
34. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftnref12
35. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftnref13
36. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftnref14
37. file:///appl/crsred1/tmp/HTML-FormatExternal-4k2BSS.html#_ftnref15
38. https://nwr.eqs-cockpit.com/fncls2.ssx?fn=redirect&url=f5d50dc7e8798b6eb177f7955e598e60&application_id=2423330&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
39. https://nwr.eqs-cockpit.com/fncls2.ssx?fn=redirect&url=41cde2fc2759fd30328b67bafe423a20&application_id=2423330&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news

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