NEXTDC : Notice of initial substantial shareholder for SOV

NEXTDC Ventures Holdings No. 1 Pty Ltd

NEXTDC Ventures Holdings No. 1 Pty Ltd

NEXTDC Ventures Holdings No. 1 Pty Ltd

Holder of relevant interest

Registered holder of securities

Person entitled to be registered as holder (8)

24,889,265 Shares

Class and number of securities

24,889,265 Shares

NEXTDC Ventures Holdings No. 1 Pty Ltd

Relevant interest arises under section 608(1)(a) of the Corporations Act 2001 (Cth) (Corporations Act) as registered holder of the Shares.

Number of securities

Class of securities (4)

Voting power (6)

				Form 603
				Corporations Act 2001
				Section 671B
			Notice of initial substantial holder
only
	ToCompany Name/Scheme	Sovereign Cloud Holdings Limited
	ACN/ARSN	ACN 622 728 189
	1. Details of substantial holder (1)
	Name	NEXTDC Limited (ACN 143 582 521) and its related bodies corporate (see Annexure A)
	ACN/ARSN (if applicable)
	The holder became a substantial holder on	22/11/2021
use
	2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Fully paid ordinary shares	24,889,265	24,889,265	19.99% (based on
("Shares")	124,446,329 Shares on issue)

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a

subst ntial holder are as follows:
personal
Holder of relevant interest	Nature of relevant interest (7)	Class and number of
	securities

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

For	Holder	of				Class and number
relevant		Date of acquisition	Consideration (9)
	of securities
interest
			Cash	Non-cash
	NEXTDC Ventures	22/11/2021 by way of issue of Shares pursuant
	Holdings No. 1 Pty	to a Subscription Agreement (a copy of which is	$0.50 per Share	24,889,265 Shares
	Ltd		attached as Annexure B)

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association

NEXTDC Ventures Holdings No. 1 Pty	Related body corporate of NEXTDC Limited
Ltd

7. Addresses

The addresses of persons named in this form are as follows:

only

Name	Address
NEXTDC Limited and its related bodies	20 Wharf Street, Brisbane, Queensland 4000
corporate

Signature
use		print name	capacity	Company secretary
		sign here	date	24/11/2021
personal
				DIRECTIONS
(1)	If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
	trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
	they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
	is clearly set out in paragraph 7 of the form.
(2)	See the definition of "associate" in section 9 of the Corporations Act 2001.
(3)	See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4)	The voting shares of a company constitute one class unless divided into separate classes.
(5)	The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a
	relevant interest in.
(6)
(7)	Include details of:
	(a)	any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any
For		document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,
	scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b)	any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
		securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
	See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8)	If the substantial holder is unab
(9)	Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or
	may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a
	contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they
	are not paid directly to the person from whom the relevant interest was acquired.

Annexure A

This is Annexure A of 1 page referred to in the accompanying Form 603

For personal use only

print name

sign here

NEXTDC Limited Related Bodies Corporate

Company name

NEXTDC Holdings No. 1 Pty Limited as trustee of NEXTDC Holdings Trust No. 1

NEXTDC Holdings No. 2 Pty Limited as trustee of NEXTDC Holdings Trust No. 2

NEXTDC Holdings No. 3 Pty Limited as trustee of NEXTDC Holdings Trust No. 3

NEXTDC Holdings No. 3 Pty Limited as trustee of NEXTDC Holdings Trust No. 4

Horsley Park Developments Pty Ltd

NEXTDC KK (Japan)

NEXTDC PTE. LTD. (Singapore)

NEXTDC SDN. BHD. (Malaysia)

NEXTDC Share Plan Pty Ltd

ONEDC Software Pty Ltd

AXON Systems Pty Ltd

capacity

Company secretary

date24/11/2021

Company registration number

ACN 630 679 293

ACN 630 679 300

ACN 630 679 319

ACN 630 679 319

ACN 652 190 728

0100-01-204198

201809696G

202101038165 (1438465T)

ACN 153 214 325

ACN 158 340 624

ACN 603 950 170

Annexure B

This is Annexure B of 28 pages (including this page) referred to in the accompanying Form 603

print name

capacity

Company secretary

only

sign here

date24/11/2021

The copy of the document attached to this Annexure B is a true copy of the original.

For personal use

For personal use only

Sovereign Cloud Holdings Limited

and

NEXTDC Ventures Holdings No. 1 Pty Ltd

Subscription Agreement

Deutsche Bank Place

Corner Hunter and Phillip Streets

Sydney NSW 2000 Australia

1. [phone] F [phone] www.allens.com.au

Allens is an independent partnership operating in alliance with Linklaters LLP.