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][email protected]                                 M: +61 407
 966 083
                                                                                
 E: [18][email protected]
 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

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

   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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