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

NEXTDC Limited (ASX:NXT) (‘NEXTDC’ or the ‘Company’). The ASX Market Announcement of the below release can also be viewed at 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”)[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[2] as defined for the covenant (“Covenant EBITDA”)
  • Gearing Ratio[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[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^[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[6], not the whole NEXTDC group.
All debt that is subordinated to senior debt, including the Subordinated Notes[7], Hybrid Securities[8] and Convertible Notes[9] (together, “Subordinated Capital”), is not included in those covenants, and all outstanding Subordinated Capital instruments have no maintenance financial covenants of their own[10]. Compliance at 30 June 2026 NEXTDC complied with both of its financial covenants at 30 June 2026[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[12]	262.1
Pro Forma Contracted EBITDA[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: investorrelations@nextdc.com                                 M: +61 407 966 083
                                                                                E: ben.wilson@teneo.com
NEXTDC Investor Centre: 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 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[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[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.