EQS-Adhoc: NEXTDC Limited: Board Renewal and AGM Voting Items

EQS-Ad-hoc: NEXTDC Limited / Key word(s): Statement/Statement
 NEXTDC Limited: Board Renewal and AGM Voting Items

 26-Oct-2026 / 07:12 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
 26 October 2026
   Board Renewal and AGM Voting Items NEXTDC Limited (ASX: NXT) (“NEXTDC” or the
 “Company”) announces Board changes ahead of its 2026 Annual General Meeting
 (“AGM”) on 20 November 2026, including changes to the business of the AGM.
 The Board recognises and shares investors’ disappointment arising from the M3
 Melbourne power delay and revised guidance for the financial year ending 30
 June 2027 (“FY27”), announced on 21 October 2026. Summary

   • Chairman succession: Mr Douglas Flynn has reaffirmed his intention to
     retire from the Board once a new Chairman is in place, after a short
     handover period
   • Board renewal: Spencer Stuart’s ongoing mandate for the identification of a
     new Chair has been expanded to identify a new independent Non-Executive
     Director, in addition to the Chairman role
   • Re-election: Mr Stuart Davis is standing for re-election at the AGM under
     Resolution 2 but intends to stand down once the search process is completed
     and the new Directors are in place
   • Board fees: Resolution 5, to increase the maximum aggregate annual
     remuneration of Non-Executive Directors, is withdrawn, and a voluntary 10%
     reduction in Non-Executive Director fees for incumbent directors will be
     effective immediately.
   • Chief Executive Officer incentives: Resolution 7 is withdrawn and Mr Craig
     Scroggie has agreed to forgo his FY27 short term incentive and long-term
     incentive opportunities

 NEXTDC Chairman, Douglas Flynn, said:
 “We recognise and share the disappointment of investors resulting from our
 revised FY27 guidance and share price performance.
 “We are renewing the Board, and I will stand down as Chairman once my successor
 is in place. My fellow Non-Executive Directors and I have also agreed to a
 voluntary 10% reduction in our fees.
 The Board and management are focused on two priorities: working with our
 customer and the electricity distributor to minimise the impact of the M3 power
 delay, as well as earning back the confidence of our investors and other
 stakeholders.  There is a lot for us to do, but our task is clear.” Board
 renewal The NEXTDC Board has been undertaking a succession process for the
 Chairman. Mr Douglas Flynn has reaffirmed his intention to retire from the
 Board once a new Chairman is in place, after a short handover period.
 Spencer Stuart, a global search and board advisory firm, has been mandated to
 identify an additional new independent Non-Executive Director, in addition to
 the new Chairman. The new Non-Executive Directors will ideally have data
 centre, energy or infrastructure development and/or capital management
 experience, to further enhance the Board during a period of significant capital
 deployment. Subject to identifying suitably qualified candidates, the Board
 expects to appoint the two new Non-Executive Directors in the first calendar
 quarter of 2027. 2026 Notice of Meeting resolutions The table below shows the
 status of each resolution in the Notice of Meeting dated 19 October 2026. No
 resolution has been modified. Withdrawn resolutions will not be put to the AGM,
 and the other resolutions keep their numbering.

 Resolution Item of business                                 Status
 1          Remuneration Report                              Unchanged
 2          Re-election of Mr Stuart Davis as a Director     Unchanged, with new
                                                             information below
 3          Re-election of Dr Eileen Doyle as a Director     Unchanged
 4          Re-election of Mrs Maria Leftakis as a Director  Unchanged
 5          Increase in the maximum aggregate annual         Withdrawn
            remuneration of Non-Executive Directors
 6          Placement capacity refresh (Ratification of      Unchanged
            issue of Convertible Notes)
 7          Approval of grant of Performance Rights and      Withdrawn
            Restricted Rights to Mr Craig Scroggie under the
            FY27 Long Term Incentive Plan
 8          Conditional Board Spill Meeting Resolution       Unchanged

 Re-election of Mr Stuart Davis (Resolution 2) While Mr Stuart Davis is standing
 for re-election at the AGM under Resolution 2, he intends to stand down once
 the new Directors are in place. The Board (other than Mr Davis) continues to
 recommend that shareholders vote in favour of his re-election to support a
 smooth transition. Non-Executive Director fees (Resolution 5) The Board has
 withdrawn Resolution 5, which sought shareholder approval to increase the
 maximum aggregate annual remuneration of Non-Executive Directors by A$300,000,
 from A$2,200,000 to A$2,500,000. It will not be put to the AGM. The Board will
 manage its renewal, including any overlap between incoming and outgoing
 Non-Executive Directors, within the existing maximum of A$2,200,000.
 The incumbent Non-Executive Directors have also all agreed to an immediate
 voluntary 10% reduction in their current fees.
 Chief Executive Officer incentives (Resolution 7)
 Mr Craig Scroggie, Chief Executive Officer and Managing Director, has agreed to
 forgo his FY27 short term incentive and long-term incentive opportunities and
 will not receive any cash or other award in their place. His FY27 long term
 incentive grant will therefore not be made, and the Board has accordingly
 withdrawn Resolution 7, which sought shareholder approval to grant him 145,916
 Performance Rights and 145,914 Restricted Rights under the FY27 Long Term
 Incentive Plan. It will not be put to the AGM. Voting at the AGM The AGM will
 be held as a hybrid meeting at 11:00am (AEDT) on Friday 20 November 2026 at
 NEXTDC’s S3 Data Centre, 2 Broadcast Way, Artarmon NSW 2064, and online at
 [4]https:/

  

 [5]/meetings.openbriefing.com/NXT26.
 The withdrawal of Resolutions 5 and 7 does not affect the validity of the
 Notice of Meeting, the proxy form or any proxy votes already lodged on the
 other resolutions. Shareholders who have already lodged a proxy form do not
 need to take any action unless they wish to change their voting directions. Any
 directions given on Resolutions 5 and 7 will be disregarded. Shareholders may
 change their voting directions by lodging a new proxy form [available from
 NEXTDC’s share registry, MUFG Corporate Markets (AU) Limited,] which must be
 received by 11:00am (AEDT) on Wednesday 18 November 2026.
 Shareholders should read the Notice of Meeting together with this announcement
 and NEXTDC’s ASX announcement of 21 October 2026 on the M3 Melbourne power
 delay and revised FY27 guidance before deciding how to vote.
 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: [6][email protected]                                M: +61 407
 966 083
                                                                                
 E: [7][email protected]

 NEXTDC Investor Centre: [8]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 [9]www.nextdc.com
  

 End of Inside Information

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 26-Oct-2026 CET/CEST News transmitted by [10]EQS Group

 View original content: [11]EQS News

 ═══════════════════════════════════════════════════════════════════════════════

   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: 2421768


    
   End of Announcement EQS News Service


   2421768  26-Oct-2026 CET/CEST

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