Annual report
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NEXTDC Limited Appendix 4E Preliminary Final Report Results for announcement to the market For the year ended 30 June 2026 (Previous corresponding period: to 30 June 2025) Summary of Financial Information 2026 $’000 2025 $’000 Change $’000 Change % Revenue from ordinary activities 496,492 427,209 69,283 16% Profit/(loss) from ordinary activities after income tax for the period attributable to members 82,063 (60,543) 142,606 nmf Profit/(loss) after income tax attributable to members 82,063 (60,543) 142,606 nmf Explanation of Profit from Ordinary Activities During FY26, as announced on the ASX, the Group entered into a number of significant contracts with customers which required the Group to evaluate its accounting policies. As a result, it was determined that these new contracts should be accounted for as operating leases under AASB 16 Leases , rather than under the Group’s existing accounting policies under AASB 15 Revenue from contracts with customers. Given the data centre sites underpinning these contracts are now being held to earn lease income under operating leases, the Group also reviewed its accounting policies in relation to the underlying assets, determining that these sites should be accounted for as investment properties under AASB 140 Investment Property, rather than under AASB 116 Property, plant and equipment going forward. As a result of this change, the underlying properties transitioned from being carried at cost, to being carried at fair value, resulting in a fair value gain of $128.8 million being recognised in the Consolidated Statement of Comprehensive Income during FY26, along with an associated income tax benefit, contributing to a profit after tax of $82.1 million for FY26. Net tangible assets 2026 2025 Basic net tangible asset backing per ordinary share $7.95 $6.40 Dividends No dividend has been proposed or declared in respect of the year ended 30 June 2026. Refer to the attached audited Financial Report for additional disclosures. For personal use only
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FY26 Annual Report For personal use only
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CONTENTS Our new KL1 Kuala Lumpur data centre is officially open. FRONT COVER Overview Awards and certifications 3 NEXTDC at-a-glance 4 Letter from the Chairman 6 Letter from the CEO 8 About NEXTDC 10 Our people are core to our strategy 14 Sustainability is integral to our growth strategy 15 Building a future-ready brand 16 Market growth demonstrated by NEXTDC 17 Directors’ Report Directorsʼ Report 18 Remuneration Report – Audited 32 Auditorʼs Independent Declaration 64 Corporate Governance Statement 65 Sustainability Report Basis of Preparation 66 Directors’ Declaration 68 Governance 69 Risk Management 71 Strategy 73 Metrics and Targets 82 Independent Auditor's Review Report 84 Financial Report Financial Report 90 Directorsʼ Declaration 156 Independent Auditor’s Report 157 Additional Information Shareholder Information 163 Corporate Directory 165 FY26 REPORTING SUITE View our reporting suite online at: https://www.nextdc.com/investor-centre Annual Report Corporate Governance Statement Modern Slavery Statement Environmental, Social and Governance Report NEXTDC FY26 Annual Report 2 For personal use only
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/gid00018/gid00048/gid00028/gid00039/gid00036/gid00047/gid00052 /gid00010/gid00020/gid00016/gid00001/gid00140/gid00131/gid00131/gid00132 /gid00010/gid00041/gid00033/gid00042/gid00045/gid00040/gid00028/gid00047/gid00036/gid00042/gid00041 /gid00020/gid00032/gid00030/gid00048/gid00045/gid00036/gid00047/gid00052 /gid00010/gid00020/gid00016/gid00001/gid00133/gid00138/gid00131/gid00131/gid00132 /gid00006/gid00041/gid00049/gid00036/gid00045/gid00042/gid00041/gid00040/gid00032/gid00041/gid00047 /gid00010/gid00020/gid00016/gid00001/gid00132/gid00135/gid00131/gid00131/gid00132 /gid00016/gid00009/gid00020 /gid00010/gid00020/gid00016/gid00001/gid00135/gid00136/gid00131/gid00131/gid00132 Awards 2025 20262022 2023 2024 Frost & Sullivan Winner: Australian Competitive Strategy Leadership in the Data Centre Services Industry Pacific Telecommunications Conference (PTC) Awards Winner: Outstanding Data Centre Company LearnX Awards Platinum: Best Learning and Talent Development in Compliance Training Frost & Sullivan Winner: Australian Competitive Strategy Leadership in the Data Centre Services Industry MalaysiaGBC, Sustainability Awards Winner: Leadership in the Sustainable Design & Performance – Commercial; New Building Frost & Sullivan Winner: Australian Data Centre Company of the Year Australian Business Awards Winner: Sustainable Company of the Year Frost & Sullivan Winner: Australian Data Centre Company of the Year Winner: APAC Customer Value Leadership Award Data Centre Dynamics Edge Data Centre Project of the Year (PH1 Port Hedland) Frost & Sullivan Winner: Australian Data Centre Company of the Year ACOMMS Best Digital Platform (AXON) Certifications Tier III Certification of Design Documents S1, M1, P1, PH1, NE1 Tier III Certification of Constructed Facility S1, P1, PH1, NE1 Tier III Gold Certification of Operational Sustainability S1, P1 Tier IV Certification of Design Documents M2, B2, S2, S3, P2, M3, D1, A1, KL1 Tier IV Certification of Constructed Facility B2, M2, S2, S3, P2, M3, D1, A1, KL1 Tier IV Gold Certification of Operational Sustainability B2, M2, P2, S3, M3 SOC 1 / SOC 2 Suite of assurance reports from the AICPA issued to provide assurance on system‑level controls operated as a data centre service organisation. PCI-DSS Payment Card Industry Data Security Standard certification issued scope of information security controls operated as a data centre service provider. Climate Active Australian Government, Climate Active certified for carbon neutrality. NVIDIA DGX-Ready Colocation Data Center program Preferred Partner. Certified Strategic under the Commonwealth Government’s Hosting Certification Framework, administered by the Department of Home Affairs. Green Building Index (GBI) KL1 Kuala Lumpur has been awarded a Provisional Platinum rating under the Green Building Index (GBI), recognising its sustainable design and intended operational performance. ISO Uptime Institute* *NEXTDC maintains organisational certifications to ISO 9001, ISO 27001, ISO 14001 and ISO 45001, with individual facilities added to the certification scope once they satisfy the requirements of the applicable audit program. ISO 9001:2015 Quality Management System Certification S1, S2, S3, S6, B1, B2, M1, M2, M3, P1, P2, C1, A1, D1, SC1, Head office ISO 27001:2022 Information Security Management System (ISMS) Certification S1, S2, S3, S6, B1, B2, M1, M2, M3, P1, P2, C1, A1, D1, SC1, Head office ISO 14001:2015 Environmental Management System Certification S1, S2, S3, S6, B1, B2, M1, M2, M3, P1, P2, C1, A1, D1, SC1, Head office ISO 45001:2018 Occupational Health and Safety Management Systems S1, S2, S3, S6, B1, B2, M1, M2, M3, P1, P2, C1, A1, D1, SC1, Head office Awards and certifications Uptime Institute Sustainability Assessment Award M2 Melbourne was the First Data Centre in Asia ‑Pacific to be awarded in November 2024. S2 Sydney was awarded in November 2025. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 3 3 For personal use only
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Guam San Jose Kuala Lumpur New Zealand Singapore Jakarta M1 M3 M4 M5 Tok yo M2 B1 B2 P1 P2 SC1 SC2 GC1 D1 D2 TK1 TK2 SG1 AK1 KL1 JB1 BK1 PH1 NE1 C1 A1 GE1 S3 S6 S7 S8 S1 S2 S4 S5 cloud and IX on-ramps 24 operational data centres 18 data centres in planning 5 data centres in development 6 partner ecosystem 750+ carbon neutral for our corporate function, certified under Climate Active 100% NEXTDC at-a-glance Our operations Our data centres Operational In development In planning Under evaluation Australia SYDNEY S1 Sydney S2 Sydney S3 Sydney S4 Sydney S5 Sydney S6 Sydney S7 Sydney MELBOURNE M1 Melbourne M2 Melbourne M3 Melbourne M4 Melbourne M5 Melbourne GE1 Geelong BRISBANE B1 Brisbane B2 Brisbane GC1 Gold Coast PERTH P1 Perth P2 Perth PORT HEDLAND PH1 Port Hedland NEWMAN NE1 Newman CANBERRA C1 Canberra ADELAIDE A1 Adelaide DARWIN D1 Darwin D2 Darwin SUNSHINE COAST SC1 Sunshine Coast SC2 Sunshine Coast International MALAYSIA KL1 Kuala Lumpur NEW ZEALAND AK1 Auckland JAPAN TK1 Tokyo NEXTDC FY26 Annual Report 44 For personal use only
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NEXTDC is powering the future of AI Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 5 5 For personal use only
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Letter from the Chairman Dear Fellow Shareholders, This past financial year has reinforced how rapidly the digital infrastructure landscape is evolving. The gap is widening between nations, companies and platforms that can deliver AI-ready infrastructure at meaningful speed and scale, and those that cannot. What was framed as a future consideration only a few years ago is now an immediate operational and economic priority across every major market. The scale of capital now being committed to Australia’s digital infrastructure reflects both the size of the opportunity and challenge in front of the sector. Independent research from Mandala Partners 1, commissioned by Data Centres Australia, of which NEXTDC is a founding member, indicates that deployable data centre capacity in Australia will more than double from 1,350MW in 2024 to 3,100MW by 2030, supported by more than $26 billion in additional investment over that period. This is the clearest evidence available that Australia’s data centre sector is entering a period of sustained, capital-intensive growth, and NEXTDC’s own development pipeline sits squarely within that trajectory. For Australia, this investment environment presents a generational economic opportunity. Capturing it will require coordinated and sustained commitment across digital infrastructure, energy systems, planning frameworks and connectivity networks. The ability to deliver sovereign AI and cloud infrastructure at 1 Mandala Partners, Data Centres as Enabling Infrastructure , commissioned by Data Centres Australia, November 2025, pp. 1, 9, 17. meaningful speed and scale has become a genuine dimension of national economic competitiveness, and the Board is conscious of the role NEXTDC plays within that context and the opportunity it presents for us to create value for our customers and our shareholders. Against this backdrop, FY26 was a year of outstanding strategic and operational performance for NEXTDC, delivering results that exceeded the Board’s expectations and demonstrated the sustained strength of the Company’s execution. On behalf of the Board, I want to acknowledge the leadership team and the broader NEXTDC organisation for achieving these outstanding results. Executing at this level across multiple jurisdictions, and through an increasingly complex operating environment, reflects deep organisational capability and a sustained commitment to discipline and delivery. That discipline is increasingly organised around five commitments the Company regards as central to NEXTDC’s competitive position: Speed, Scale, Sovereignty, Sustainability and Security. We do not see these pillars as a marketing posture. They represent the strategic lens through which we assess capital allocation, risk and long-term positioning, and they serve as a framework that is both guiding the Company’s direction as well as defining our commitment to customers. FY26 also marked a significant milestone in NEXTDC’s long-term regional growth strategy. The Company formally opened KL1 Kuala Lumpur, its first fully operational facility outside Australia, a milestone the Board regards as a meaningful development for our broader regional growth thesis. The Board views the Asia-Pacific opportunity as a substantial and strategically important dimension of the Company’s long-term growth, and that confidence is reflected in the pipeline of further regional development activity now under evaluation across the region. To support this expanding international mandate, the Board was strengthened during FY26 through two new appointments. Deborah Page AM and Jamaludin Ibrahim joined the Board, bringing additional governance depth. Their combined experience includes significant knowledge of Asian markets as well as digital infrastructure investment, and this will add meaningful value as NEXTDC’s regional footprint continues to develop. Deployable data centre capacity in Australia will more than double from 1,350MW in 2024 to 3,100MW by 2030, supported by more than $26 billion in additional investment over that period. Broadcast Way in Artarmon, NSW is home to NEXTDC's S3 Sydney and S6 Sydney data centres. Its proximity to the North Shore health precinct, North Sydney, Macquarie Park and the Sydney CBD, makes this an ideal location for enterprise and Government colocation services. “ “ NEXTDC FY26 Annual Report 6 For personal use only
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FY26 also sharpened the Board’s focus on four areas central to the Company’s continued growth – people, policy, power and funding. On people, competition for data centre and digital infrastructure talent intensified across the sector during the year, as new entrants sought to build capability in an increasingly specialised market. The Board continues to review remuneration settings, balancing short- and long-term incentives, to ensure NEXTDC remains well placed to attract and retain the people needed to execute at scale. Regarding policy, regulatory planning and energy policy settings continue to shape the pace at which the sector can grow. Data centre planning approvals sit primarily with state and local government, and NEXTDC engages closely with government and regulatory stakeholders on planning timelines and grid connections. As part of its site development process, the Company funds all connections to the grid, including substations where required. The Board continues to monitor policy developments at a national level that may affect the pace and cost of the sector’s growth. It also remains engaged with relevant industry and government bodies on these matters. On power, site selection remains closely tied to the availability of power, and the Board is mindful that access to reliable and competitively priced power will continue to influence where capital is deployed across the industry. NEXTDC works constructively with power authorities on connection timelines and capacity planning, and continues to invest in water efficient cooling technologies, including recycled and bore water, to reduce reliance on town water supply in new facilities. Douglas Flynn Chairman NEXTDC LimitedThe Company formally opened KL1 Kuala Lumpur, its first fully operational facility outside Australia, a milestone the Board regards as a meaningful development for our broader regional growth thesis. On funding, the scale of capital required to support artificial intelligence infrastructure globally has driven a shift in how the Company approaches capital formation. During FY26, NEXTDC moved from a more traditional equity and senior debt structure towards a broader and more nuanced mix of funding sources, with the objective of matching capital formation to contracted demand, reducing the cost of capital and improving long-term shareholder return. This remains an evolving area of focus for the Board as the Company’s development pipeline continues to grow. Governance focus throughout FY26 has remained broad and rigorous. Cybersecurity, operational resilience, regulatory compliance and emerging risk oversight have continued as standing priorities across Board and Committee activities. A particular area of attention during the year has been the Company’s preparation for Australia’s mandatory climate-related financial disclosure regime under the Australian Sustainability Reporting Standards (ASRS), which was a substantive undertaking. The Board established a dedicated climate reporting working group, increased the rigour of its oversight of emissions performance, climate risk and target tracking, and invested in Board-level competency on climate-related matters. Sustainability remains central to the Board’s thinking about NEXTDC’s long-term operating model and its responsibilities to a broad range of stakeholders. As the density and scale of computing environments continues to grow, energy efficiency, water stewardship and long-term resource management become increasingly integral to how we design, build and operate our facilities. Strengthening the governance frameworks that sit beneath our sustainability commitments has been a particular focus during FY26. The aim has been to ensure the standards we set are measurable, transparent and subject to rigorous oversight. The introduction of mandatory ASRS disclosures will provide a substantially more detailed and formally assured account of the Company’s climate-related risks, targets and transition planning. NEXTDC enters FY27 with a strong strategic foundation. Throughout FY26, the management team has demonstrated that it can execute at the scale and pace the market now requires. Over many years, the Company has built the operational capability, governance maturity, customer relationships, financial capacity and engineering expertise required to compete at the centre of one of the most significant infrastructure investment cycles of the modern digital era. We can see that the contracted demand that underpins the forward pipeline continues to grow. On behalf of the Board, I thank our shareholders, customers, employees and partners for their continued support throughout FY26. The opportunity in front of NEXTDC is substantial. Operating critical digital infrastructure at national and regional scale carries real responsibility, and the Board remains committed to ensuring the Company approaches that responsibility with discipline, accountability and a long-term perspective. The Board established a dedicated climate reporting working group, increased the rigour of its oversight of emissions performance, climate risk and target tracking. “ “ Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 7 For personal use only
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Letter from the CEO I want to spend a moment on why this performance has been possible, because it matters as much as the numbers themselves. We have spent more than a decade building a national platform, deep engineering capability, and the customer trust that comes from a long record of delivering what we said we would. FY26 is the year that investment compounded. The strength of our forward order book reflects customers making longer-duration, larger-scale commitments than in any prior year, and that is the clearest evidence I have that our facilities, locations and operating model are exactly what the market now needs. It also tells me the growth opportunity in front of NEXTDC is not a continuation of past trends but an acceleration of them, and our task now is to keep building the capacity to meet it. Delivering the pipeline Two of the most significant operational milestones of FY26 were the development approvals for S4 Sydney and M4 Melbourne. Together, these two projects represent years of investment in site acquisition, planning as well as engineering design, and will introduce 500MW+ of AI factory and sovereign compute capacity into Australia’s two largest digital markets. The formal opening of KL1 Kuala Lumpur during FY26 was a landmark in its own right. Designed, built and operated to Uptime Institute Tier IV standards, KL1 is Malaysia’s first hyperscale data centre to meet that global resilience benchmark and will deliver 65 MW of AI-ready capacity at full scale. It has already attracted strong interest from hyperscalers and regional enterprise customers, validating both Malaysia’s strategic position in the Asia- Pacific digital economy as well as our capability to build world-class infrastructure in new markets. The local team we have built in Malaysia over the past couple of years has been genuinely exceptional, reflecting the same operational discipline we have built over many years in Australia. That capability is the foundation for our broader Asia-Pacific ambitions, and it gives me real confidence as the regional opportunity develops. On that Asia-Pacific front, the pipeline is active and growing. We have broken ground on TK1 Tokyo, our first facility in Japan. Progress also continued across B2 Brisbane and P1 Perth, where new capacity is being developed as certified AI factory environments, bringing the density, resilience and interconnection capability next-generation workloads demand into two of the country’s fastest-growing digital markets. Queensland and Western Australia are home to substantial resources, energy and technology sectors, and these facilities position NEXTDC to serve that demand with the operational certainty our customers rely on. Similarly, edge facilities SC2 Sunshine Coast, D2 Darwin and GE1 Geelong sit at critical intersection points where international subsea cables connect Australia to the world, while simultaneously bringing AI-ready infrastructure directly to the regional and remote locations where our enterprise and Government customers operate. Interest from energy, telecommunications, mining, agritech and space industries continues to grow, driven by the value of processing data at the point of collection and operations. For the communities these facilities serve, they also represent the critical digital infrastructure that underpins local economic development and keeps regional Australia connected to global networks. Our strategic positioning NEXTDC’s five strategic commitments: Speed, Scale, Sovereignty, Sustainability and Security, build on our longstanding Power, Secure, Connect brand promise and reflect the urgency, density and complexity modern AI and cloud infrastructure now demands, each one shaped by a distinct requirement our customers bring to us. The pace at which hyperscalers and enterprises need to deploy compute capacity has compressed dramatically, and the ability to move quickly from commitment to commissioning has become a genuine differentiator. The density of modern AI workloads means capacity is now sized in megawatts, demanding facilities engineered for resilience and Dear Shareholders, From ambition to operational reality Across the past year, we have watched AI transition from a technology conversation into an economic development imperative. Constraints on the deployment of models and workloads are now set by the physical infrastructure required to run them at scale, not by the capability of the models themselves. Compute, power, connectivity and operational resilience have become the binding factors in how quickly organisations and Governments can capture the value AI enables. For NEXTDC, this shift represents the ongoing validation of a strategy we have been executing with considerable discipline for more than 15 years. The commitment of capital globally to AI and digital infrastructure continued to accelerate through FY26, directly reinforcing the demand environment in which NEXTDC operates. Microsoft’s April 2026 announcement of a A$25 billion infrastructure investment in Australian AI, the largest single commitment the company has made to this country, was clear evidence of that momentum, and the combined CY26 capital expenditure forecasts from Microsoft, Alphabet, Amazon and Meta exceeding US$700 billion reflects the pace at which key technology companies are investing in exactly the environments NEXTDC’s infrastructure supports. I take the scale of that commitment as confirmation of a demand environment NEXTDC has been building toward for many years, and our infrastructure, our pipeline and our people are positioned to support the growth requirements of the customers driving it. For NEXTDC, FY26 was a year of record operational performance, with a record level of new sales, record forward order book and both net revenue as well as Underlying EBITDA finishing the year above the top end of the Company’s guidance range. I want to acknowledge the entire NEXTDC organisation for the commitment and professionalism that sits behind these outstanding results. For NEXTDC, FY26 was a year of record operational performance. KL1 Kuala Lumpur will deliver 65 MW of AI-ready capacity at full scale. “ “ NEXTDC FY26 Annual Report 8 For personal use only
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operational certainty at a level that leaves little margin for error. Governments and enterprises are also increasingly specific about where their infrastructure sits and who controls it, reflecting a growing recognition that digital sovereignty and strategic autonomy are inseparable from the physical environments in which AI runs. Underpinning all of this is a responsibility to operate efficiently and sustainably, because infrastructure at this scale and energy intensity demands a credible long-term plan. These five commitments run through every decision we make about how we design, build and operate our facilities. Delivering on these commitments depends on the strength of our partner ecosystem, and FY26 brought real progress here. NVIDIA remains a foundational alliance for NEXTDC, and we are building certified NVIDIA AI Factory infrastructure across our portfolio, designed to the reference architectures the world’s leading AI workloads now demand. Alongside this, we have deepened relationships with partners across our supply chain, whose capabilities shape how quickly we can bring new capacity online. On the customer delivery side, our ecosystem of technology partners continues to expand, giving customers more ways to bring their own AI and cloud strategies to life. One of the more significant shifts in our customer base during FY26 has been the arrival of neocloud and GPU-as-a-Service providers with hyperscale workload requirements. These businesses give enterprises, AI labs and developers on-demand access to large pools of GPU compute without those customers needing to own the underlying infrastructure themselves. Their own customers are organisations training and running AI models that need flexible, scalable access to that compute without the long-term capital commitment of building it. What is notable for NEXTDC is that these platforms increasingly look to Australia to scale, because we offer what they need: available land, power, proven cooling and engineering capability, dense connectivity and an established customer ecosystem. This is a customer category that barely existed in our business a few years ago, and I expect it to be a meaningful contributor to demand ahead. Craig Scroggie Chief Executive Officer NEXTDC Limited Connecting and protecting data During FY26, we extended AXON, our virtual interconnection platform, with the continuation of the 100Gbps ports which began rolling out in FY25, deeper API integration and the rollout of native MACsec encryption across all AXON backbone links, making NEXTDC one of the first data centre companies in Australia to deliver this level of embedded, network-layer security on DC-to-DC connectivity to the customer. Together, these enhancements give customers the ability to build dynamic, software-defined connectivity between cloud platforms, enterprise environments and other parties within the NEXTDC ecosystem, with data-in-transit protection that directly supports their security and sovereignty requirements at AI workload volumes. Securely connecting locations, data, people and infrastructure at speed and scale is now what defines AI-ready infrastructure, and I expect AXON to deepen the strategic value we offer customers while creating meaningful opportunities to diversify our revenue streams. Capital and operational acceleration FY26 was also a year of significant capital formation. From 1 July 2025, up to the date of this report, NEXTDC has raised $9.8 billion of new capital, comprising $5.8 billion of senior debt facilities, $750 million of Subordinated Notes, $1.7 billion of Hybrid Securities and $1.5 billion of new equity. Our people and sustainability Executing at this scale depends fundamentally on the quality of our people, and during FY26 we continued strengthening leadership capability across engineering, construction, commercial and operational delivery in Australia, alongside building an increasingly capable local team in Malaysia. Safety remains our number one priority across every site, and I am pleased with the standards maintained through a year of substantial activity. On sustainability, we continued progressing initiatives aligned with our Board-approved net zero target by 2050. This included development of our Climate Transition Plan and a range of project-level improvements covering embodied carbon reduction, sustainable materials and customer engagement on energy and water efficiency. Engineering excellence remains central to how we approach this work. Rather than applying a single design standard across the portfolio, we tailor cooling technology to local climatic conditions and workload type, drawing on a combination of air- cooled and liquid-cooled systems depending on what each site and customer requirement calls for. We are also progressing joint venture discussions with water authorities to develop new recycled water infrastructure, with the aim of eliminating potable water use in our hyperscale environments. One of the more significant shifts in our customer base during FY26 has been the arrival of neocloud and GPU- as-a-Service providers with hyperscale-level workload requirements. Looking ahead NEXTDC enters FY27 with strong contracted momentum, a well-funded and expanding development pipeline, deepened operational capability across Australia and Asia-Pacific, and a clear execution focus. Customer demand across hyperscale cloud, enterprise digital transformation, sovereign compute and accelerated computing environments continues to strengthen. Our priorities are equally clear: disciplined infrastructure delivery, operational excellence, continued regional expansion and the deepening of key customer relationships that have positioned NEXTDC as an infrastructure partner of choice for some of the world’s most demanding digital organisations. The platforms we are building today will shape how economies, industries and Governments operate for decades to come, built with the urgency and discipline that responsibility demands. We enter FY27 with a record forward order book of 565MW and pro forma liquidity of A$8.7 billion that together give us the capacity to invest ahead of demand, and I am confident this positions NEXTDC to capture the opportunity in front of us. I want to thank our Board for its guidance and counsel throughout FY26, our leadership team and every member of the NEXTDC team across Australia and our international markets for their dedication and skill, and our shareholders for their continued trust and support as we build the critical infrastructure that will help shape Australia’s and the region’s digital future.We have broken ground on TK1 Tokyo, our first facility in Japan. “ “ Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 9 For personal use only
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About NEXTDC Our role in a changing digital economy NEXTDC is an ASX 100-listed technology company delivering enterprise-grade hyperscale, colocation and edge data centre solutions, together with software- defined interconnection services and secure, resilient mission-critical operational space. We build and operate one of the most cloud-connected and technically advanced data centre platforms in the Southern Hemisphere, supporting thousands of interconnected services and enabling sovereign, always-on access to cloud, AI, telecommunications, data and enterprise systems. As AI, cloud and hyperscale platforms continue to reshape how organisations work, our role is to provide the facilities, power, cooling, security and connectivity that allow our customers to deploy new technology with confidence. This infrastructure is fundamental to running the internet and our nation. Data centres today support all manner of systems and networks that governments, hospitals, banks and other commercial enterprises rely on every day. Increasingly, they also underpin the training and operation of the AI models, reshaping national productivity. From cloud-native startups to federal agencies and everything in between, our customers use our infrastructure to move fast, scale responsibly and operate securely. Our purpose is to support them in doing so. FY26 gave that purpose a sharper focus. Contracted utilisation scaled significantly landing at 740MW when the reporting period closed. These customer commitments reflect the growing role Australian data centres will play in a global market and the critical role that sovereign infrastructure will play in hosting sensitive, mission-critical AI workloads for government, enterprise and research institutions. Our platform spans all mainland Australian capital cities and key regional centres, now with expansion into South-East Asia and soon North Asia. Today NEXTDC manages 18 fully operational, highly certified data Brand promise NEXTDC’s brand promise: “Speed. Scale. Security. Sovereignty. Sustainability.” reflects our commitment to operational excellence. As customer needs have evolved with the rise of AI, so has the ambition behind that promise. We strive to deliver enduring value through these five foundational pillars. centres, each supported by a 100% uptime guarantee and independent certification for security, sustainability and operational resilience. We aim to be the Asia-Pacific region’s most trusted data centre services company. 100% uptime is a standard, not an aspiration NEXTDC’s 100% uptime guarantee is engineered into every facility, reflecting our approach to operational certainty and risk mitigation. Our Tier IV facilities, independently certified by the Uptime Institute, are designed for the highest levels of resilience and redundancy, delivering fault-tolerant infrastructure that can withstand equipment failure or unplanned maintenance without service disruption. In FY26, we continued this growth focus across our national portfolio. In December 2025, our A1 Adelaide and D1 Darwin data centres achieved Certified Strategic status under the Commonwealth Government’s Hosting Certification Framework, the highest level of assurance administered by the Department of Home Affairs, and the only facilities certified to this level in South Australia and the Northern Territory respectively. With this milestone, all major NEXTDC data centres are covered under the Hosting Certification Framework, extending sovereign-grade assurance across every major region. Interconnectivity made easy As digital supply chains become more distributed and AI-driven, the ability to connect instantly and securely across platforms matters more than ever. NEXTDC’s ecosystem reaches over 750 partners across cloud platforms, networks, software-as-a-service, managed services providers and GPU-as-a-Service neoclouds. We provide secure access to all major public cloud platforms, including AWS, Microsoft Azure, Google Cloud, IBM and Oracle, alongside global and local carriers, ISPs, and content delivery networks. Through our AXON software-defined, Network-as-a-Service interconnectivity platform, customers can establish private, low-latency virtual circuits between any location at speeds up to 100Gbps. AXON’s 100Gbps ports, launched in March 2025, continued to roll out across our national footprint, and in parallel we have been extending native MACsec encryption across the AXON backbone, so that traffic between NEXTDC sites is encrypted by the platform itself rather than left to customers. Together, these upgrades matter because in the AI era, the ability to move data fast and securely is a strategic differentiator, particularly for customers navigating hybrid cloud, AI inference and utility-style GPU services. Scalable, agile data centre solutions Scalability and agility remain defining requirements, particularly as AI and digital transformation drive unpredictable, high-density workloads. NEXTDC’s infrastructure is built to adapt to customer needs, whether scaling from a few kilowatts to tens of megawatts, or when deploying in new markets. In FY26, we progressed development at our M2 and M3 Melbourne campuses, accelerating fit-outs at S3 Sydney and continued construction at S4 Sydney, GE1 Geelong, D2 Darwin and SC2 Sunshine Coast, several of which are strategically located near subsea cable landing infrastructure. We also commenced builds to extend our existing P1 Perth and B2 Brisbane data centres, adding 2MW of additional capacity at each site, built to NVIDIA-certified, AI Factory standards. In January 2026, we secured Victorian Government development approval for M4 Melbourne, a 162MW technology campus at Fishermans Bend, Port Melbourne. M4 will integrate Tier IV hyperscale environments, mission critical operations spaces and a Technology Centre of Excellence. Internationally, our first Asian facility, KL1 Kuala Lumpur, opened in May 2026, while preliminary site works commenced at TK1 Tokyo, our first Japanese facility. All new campuses are engineered to support materially higher rack densities, and will feature advanced sustainability engineering, including on-site solar, battery storage, recycled water cooling and waste heat reuse where feasible. These next- generation facilities are designed not just for today’s workloads, but for the AI and high-performance computing demands of the future. We build and operate one of the most cloud-connected and technically advanced data centre platforms in the Southern Hemisphere. NEXTDC FY26 Annual Report 10 For personal use only
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Our vision To build the sovereign foundation of the intelligence economy, where critical systems run, nations rely, and the future scales with certainty. Our purpose Deliver the most trusted, sovereign, and scalable digital infrastructure globally, enabling continuous intelligence flow, system scalability, and unstoppable progress. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 11 11 For personal use only
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In FY26, our Lost Time Injury Frequency Rate (LTIFR – injuries per one million hours worked) was 2.2 and 0.3 and our Total Recordable Injury Frequency Rate (TRIFR – recordable injuries per one million hours worked) was 2.2 and 3.5 across our operations and construction sites respectively. Strategic government partnering NEXTDC plays a critical role in Australia’s digital public infrastructure. Our facilities host government systems at every level, Federal, State and Local, providing secure, sovereign and high-resilience platforms for services that millions of Australians depend on. As a Certified Strategic Hosting Provider on the Digital Transformation Agency’s Data Centre Facilities Supply Panel, NEXTDC meets stringent compliance and security requirements for government workloads. We continue to work closely with governments at state and federal level to accelerate approval pathways and build a shared, evidence-based understanding of the industry’s role in the economy. In June 2025, the NSW Government launched its Investment Delivery Authority to streamline major infrastructure approvals. CEO and Managing Director Craig Scroggie welcomed the initiative, noting that in the current environment, trust and sovereignty are economic assets for a Five Eyes nation such as Australia. NEXTDC was a founding member of the informal industry alliance that became Data Centres Australia, the sector’s peak body launched in November 2025 to advance the interests of the data centre industry and its contribution to the national economy. Scroggie has also called publicly for one approvals pathway instead of the duplication of multiple pathways across jurisdictions. Through Data Centres Australia, the industry has worked directly with regulators, media and communities to correct misconceptions about energy and water use, including testimony to a NSW parliamentary inquiry clarifying water-use projections that had been widely misreported and not supported by the state’s own pricing regulator. Data Centres Australia’s research shows the sector generates $12.6 billion in gross value added per terawatt hour of energy consumed, more than mining or manufacturing, while offsetting 70% of its energy consumption with renewable energy. Nationally, data centres funded $3.1 billion in grid infrastructure between 2020 and 2025, with a further $7.2 billion forecast by 2030, including $1.1 billion of capacity available for community and public use. Sector-wide water use remains under 0.04% of Australia’s total consumption. 1 We see the need for evidence based, continued collaboration between industry, government and regulators, as central to the case for Australia’s long-term position as a global provider of key regional compute and AI infrastructure, factors that will increasingly underpin our economy in years to come. ONEDC data centre management ONEDC is our customer-facing, data centre services infrastructure management platform. In FY26, we continued to integrate a broader range of data into the platform, so that customers can view power usage, environmental performance, service activation and asset management within a single, secure portal. This gives users a more complete, real-time view of the infrastructure they rely on. ONEDC continues to evolve through an ongoing improvement programme, giving customers insight and the visibility they require to optimise their infrastructure. Leading with our partner ecosystem NEXTDC’s carrier- and vendor-neutral model continues to attract a highly diverse ecosystem of over 750 digital services partners, including hyperscales, telcos, IT service providers and managed security vendors. Our data centres operate as interconnected marketplaces, enabling customers to source and integrate the services they need inside our facilities. This ecosystem supports both flexibility and business outcomes. Customers can reduce network latency, improve business performance, strengthen their security and scale with confidence. Our partners include leaders such as AWS, Microsoft, Google, Oracle and IBM, global integrators, major telcos, and a growing number of neocloud GPU-as-a-Service providers. 1 Mandala Partners, Data Centres as Enabling Infrastructure, commissioned by Data Centres Australia, November 2025, pp. 1, 9, 17. Safety underpins all of NEXTDC’s activities. Our safety governance is supported by a comprehensive WHS framework, risk controls and regular performance oversight by our Board and WHS Committee. NEXTDC maintains ISO 45001 and ISO 14001 certifications, and our Lessons Learned Register seeks to ensure safety insights are embedded into future design and construction projects. As the business has grown, so has our investment in the people and systems that keep our sites safe. In FY26, we added new team members to our safety function, introduced new tools to support hazard identification and reporting, and rolled out a new program of site inspections across our construction and operational portfolio. Our building sites have grown substantially in scale over the year, and with that growth has come a deliberate uplift in the resourcing and rigour behind our safety approach. We continue to perform well against industry benchmarks for recorded injury rates, and every incident, whether a near miss or something more serious, is recorded, actioned and analysed. This discipline sits at the centre of our approach. Rather than treating safety as a fixed standard to be maintained, we run our programs under a continuous improvement methodology, so that lessons from one site or one incident are carried forward to how we design, build and operate the next. Safety always comes first at NEXTDC In our data centres In our construction projects LTIFR TRIFR 2.2 2.2 LTIFR TRIFR 0.3 3.5 NEXTDC FY26 Annual Report 12 For personal use only
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NEXTDC’s Smart Hands team is available 24/7 to support customer infrastructure needs, from hardware installation and patching to remote diagnostics and service integration. As technical skills remain in high demand, our trained and accredited team provides customers with consistent, high‑ quality support across all locations, supporting compliance and operational continuity. This is a growing part of our service offering as infrastructure complexity increases and the business scales. In the age of intelligence customers cannot afford to wait until the next business day. What matters in those moments is having technicians onsite who know the environment, understand the equipment, and have the experience to find a solution. 24x7 onsite customer support Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 13 13 For personal use only
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Our people are core to our strategy Our team is the foundation of our success. At NEXTDC, we nurture a performance- driven, inclusive culture anchored by our six values: Bright Ideas, Choose Impact, Customer First, One Team, Straight Talk and Pursue Excellence. We encourage our people to share their stories and empower them to speak out when they see behaviours inconsistent with our values. In FY26, we invested significantly in building the people infrastructure required to support NEXTDC's next phase of growth. We launched the SCALE Leadership Capability Framework enterprise-wide, delivered in partnership with the Australian Institute of Management (AIM), establishing a consistent standard for leadership behaviour, development, and accountability across all levels of the organisation. Living our values Our goal as a company is to have every one of our people living our six core values. We encourage our employees to share their stories and we empower staff to speak out when they see behaviours that are inconsistent with our values. The FY26 Key Talent Initiative welcomed 24 high-potential participants, and FASTLEAD, our six-month new people leader programme, ran its largest cohort since inception with 12 participants. We also launched our 2027 Graduate Programme campaign and secured all nine first-choice candidates across Legal, Finance, Engineering and Design, Technology and Connectivity, Customer Success, and People and Culture, ahead of a February 2027 start. We began laying the foundations for AI capability building across our workforce, establishing a dedicated learning hub and developing programmes designed to build practical AI skills and confidence at every level of the organisation. We completed and launched our Reflect Reconciliation Action Plan (RAP) in February 2026, establishing a RAP Working Group and active workstreams across cultural learning, community partnerships, and First Nations procurement pathways. FY26 also marked the beginning of our intentional return to an office-first culture across our corporate workforce, reestablishing in-person collaboration, connection and shared energy as the default way of working, supported by genuine flexibility. Diversity, Equity and Inclusion remains central to our approach to supporting and empowering our people, and we believe diverse perspectives create better outcomes for our customers, our team and our communities. As at 30 June 2026, women made up 31% of our workforce, and female representation at the Board level Pursue Excellence We are driven to be exceptional in everything we do. Straight Talk We speak openly and with respect, we disagree, then we commit. Bright Ideas We see the future by creating it ourselves. Choose Impact We invest our time, money and energy where it has the greatest impact. One Team We are an elite team, collectively delivering next-level performance. Customer First We show up for our customers, every time. was at 38%. We remain a signatory to the 40:40 Vision and continue to implement programs supporting gender equity, leadership development and pay parity. Initiatives active in FY26 include our continued partnership with WORK180 as an inclusive employer, engagement of Executive Central and Women Rising for female leadership development, gender- neutral parental leave of 20 paid weeks for primary caregivers, and a commitment to gender-inclusive language in every job advertisement we publish. Live to Give NEXTDC's Live to Give program connects our team with charitable organisations across Australia. Through our flagship partnerships, including The Smith Family, UN Women, SolarBuddy, Beyond Blue, Cancer Council and the Red Cross, our people contribute time, skills and resources to help build stronger, more inclusive communities. In FY26, employees volunteered more than 750 hours across community initiatives. Highlights included our SolarBuddy activation in June, where team members, including our Malaysian colleagues participating for the first time, built 175 solar lights for children living in energy poverty, and our continued partnership with The Smith Family through virtual Student Profile Checks across Australia and Malaysia. We remain a proud member of the Pledge 1% movement, supporting grassroots engagement through matched giving, paid volunteer leave and regional activation campaigns. The Board Group Workforce 31% female 68.5% male 0.5% non‑binary 38% female 62% male Gender proportions NEXTDC FY26 Annual Report 1414 For personal use only
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Sustainability is integral to our growth strategy KEY HIGHLIGHTS First Sustainability Report Our first Sustainability Report under AASB S2 Climate-related Disclosures. Net zero target Board-approved target to achieve net zero Scope 1 and Scope 2 emissions by 2050. S2 UISA award S2 Sydney received the Uptime Institute Sustainability Assessment Award. The governance, climate risk assessments, scenario analysis and disclosures in this report build on several years of climate-related reporting and capability uplift. During FY26, we further strengthened ESG governance and oversight, embedded climate-related considerations into project governance, risk management and strategic decision-making, and continued to improve our reporting processes and data gathering. This year, the Board approved NEXTDC’s first net zero target: to achieve net zero Scope 1 and Scope 2 greenhouse gas emissions by 2050 within NEXTDC’s reporting boundary. We also continued development of our Climate Transition Plan, which will set out the actions, pathways, dependencies and governance arrangements required to support delivery of this long-term ambition. As our facilities scale, we remain focused on balancing water efficiency, cooling performance and operational resilience. Projects under development including S4, S7 and M4 incorporate technologies such as direct-to-chip liquid cooling and closed- loop cooling systems, while exploring recycled and alternative water sources where feasible, to support higher-density workloads and reduce reliance on traditional cooling approaches and potable water supplies. The sustainability performance of our facilities also received external recognition during the year, with S2 Sydney receiving the Uptime Institute Sustainability Assessment Award. This recognition reflects the integration of sustainability considerations into the design, operation and ongoing performance of our critical infrastructure. NEXTDC also maintained carbon neutrality for corporate functions and, through NEXTneutral, continued to support customers in measuring and offsetting emissions associated with their infrastructure consumption and progressing their carbon objectives. READ MORE Further detail on our formal climate ‑related disclosures is provided in the Sustainability Report from page 66. Broader environmental, social and governance performance, including PUE and WUE outcomes, site ‑level initiatives and case studies, is available in our FY26 Environmental, Social and Governance Report. FY26 marked an important milestone in NEXTDC’s sustainability journey, representing our first Sustainability Report and our first year of reporting under AASB S2 Climate ‑related Disclosures. This transition builds on our established Task Force on Climate-related Financial Disclosures (TFCD) aligned reporting journey and reflects a significant step forward in the way we govern, assess and disclose climate ‑related risks and opportunities. Multi-award winning Industry recognition across sustainability, design and operational performance. 100% carbon neutral For corporate functions. NEXTneutral support Helping customers measure and offset emissions associated with their infrastructure consumption. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 15 For personal use only
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Building a future-ready brand in alignment with market dynamics Why infrastructure will define Australia’s place in the AI era Artificial intelligence is reshaping global power, through the infrastructure that enables it. Compute, energy, data and trust now underpin economic prosperity and national security, and the countries that lead will shape the future. NEXTDC’s brand promise is to build critical digital infrastructure aligned to a framework of five foundational pillars: From brand promise to customer value Living our “5S’s” brand promise becomes meaningful when it translates into outcomes our customers can see. During FY26, we sharpened how we articulate that, structured around three customer value pillars: Our progress in FY26 reflects these five pillars in practice. Each customer value pillar depends on more than one of the five foundational pillars, and it is the combination of these that facilitate customers success. Operational Certainty Operational Certainty is the assurance that infrastructure will perform, remain available and support compliance and resilience expectations. It draws most directly on Security and Sovereignty, and is delivered through independently certified, highly resilient environments that support consistent performance for mission‑ critical and AI‑ driven workloads. Future Readiness Future Readiness is the ability to anticipate and adapt to changing technical, commercial and regulatory requirements. It draws on Scale and Sustainability, and is delivered through modular, built ‑to‑suit design pathways and engineering choices that let customers scale rack densities and cluster sizes as their needs evolve. Strategic Advantage Strategic Advantage is the value customers derive from sovereign capability, ecosystem access, speed and flexibility. It is delivered through our national footprint, our interconnected customers and platforms including AXON and ONEDC, which reduce operational complexity and deployment costs. Speed is the defining currency of the AI era. The pace of model development, infrastructure deployment and policy response continues to accelerate, and those who build fast can set standards, capture talent and lead the market. Speed allows infrastructure to stay ahead of customer needs and technological change. Speed Scale is unlocked through the training of large foundation models, the deployment of inference workloads, and the embedding of intelligence into critical infrastructure. That scale requires power, compute and sovereign platforms, engineered to be modular, repeatable and rapidly deployed, yet flexible enough to adapt to evolving requirements. Scale Sovereignty is about owning infrastructure, data and securing models, particularly in an era of rising geopolitical tension. For Australia, the opportunity is two ‑fold: to secure its AI sovereignty, and to serve as a trusted location for global platforms. Sovereignty Sustainability matters as AI drives higher power demand, making access to continuous, affordable, clean and reliable base ‑load energy essential. Equally important is designing infrastructure with lower embodied carbon, responsibly sourced materials, efficient land use and water‑saving cooling systems, embedded across the full asset lifecycle to minimise environmental impact. Sustainability Security must be resilient physically, digitally and politically. This includes fortified facilities, cyber‑secure systems for our intellectual property and data as well as a trusted supply chain and governance. Without this, every downstream AI capability is compromised. Demonstrable compliance with international, national and industry ‑specific standards provides the trust customers and partners require. Security NEXTDC FY26 Annual Report 1616 For personal use only
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30 June 2026 30 June 2025 30 June 2024 30 June 2023 30 June 2022 Operating facilities 1 18 17 16 12 11 Built capacity 2 287.9MW 207.9MW 165.1MW 133.4MW 113.9MW Contracted utilisation 3 740.1MW 244.8MW 172.6MW 122.2MW 83.0MW % of built capacity 257% 118% 105% 92% 73% Billing utilisation 4 175.0MW 110.9MW 86.0MW 77.7MW 72.8MW % of built capacity 61% 53% 52% 58% 64% 1 Operating Facilities: The number of facilities which were operational at the reporting date. 2 Built Capacity: MW built includes the designed power capacity of the data centre halls fitted out at each facility. Further investment into customer related infrastructure, such as backup power generation, cooling equipment or rack infrastructure may be made in line with customer requirements. 3 Contracted Utilisation: Total of all sold capacity in MW including customers with deferred contract commencement dates. 30 June 2024 and 30 June 2026 contracted utilisation represents the pro ‑forma number as disclosed in NEXTDC’s ASX announcements on 6 August 2024 and 21 July 2026. 4 Billing Utilisation: Total of all sold capacity in MW where the service has commenced. Market growth demonstrated by NEXTDC Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 17 17 For personal use only
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NEXTDC FY26 Annual Report 18 The Directors present their report on the consolidated entity (referred to hereafter as ‘NEXTDC’, the ‘Company’ or the ‘Group’) consisting of NEXTDC Limited and the entities it controlled at the end of, or during, the year ended 30 June 2026. Directors The following persons were Directors of the Company during the year, and up to the date of this report: Douglas Flynn Craig Scroggie Stuart Davis Stephen Smith Dr Eileen Doyle Maria Leftakis Deborah Page AM (appointed 1 November 2025) Jamaludin Ibrahim (appointed 1 November 2025) Dr Gregory J Clark AC (resigned 13 November 2025) Jennifer Lambert (resigned 13 November 2025) Principal activities During the year, the principal continuing activities of the Group consisted of the development and operation of independent data centres in Australia and the Asia-Pacific region. Operating and financial review Key operating highlights during the year included: In NSW, 16MW of built capacity was added, with more than 250MW in progress and over 115MW in plan In Victoria, 54MW of built capacity was added, with 236MW of capacity in progress Across the rest of Australia, 13.1MW is in progress across Adelaide, Brisbane, Darwin, Perth and Sunshine Coast In NEXTDC’s International segment, KL1 Kuala Lumpur opened with 10MW of capacity, 15MW in progress and 15MW in plan. Preliminary works are underway in Tokyo, with a resource consent application lodged with Auckland Council for AK1 Auckland. Site selection activities for other Asian markets continue. 1Underlying EBITDA is a non-statutory measure, being earnings before interest, tax, depreciation and amortisation adjusted for the items reconciled on page 33 of the FY26 Results Presentation. It is unaudited, is not prescribed by Australian Accounting Standards and may not be comparable to similarly titled measures reported by other entities 2On a pro forma basis, as disclosed on 21 July 2026, which is after balance date. The Forward Order Book is derived from pro forma contracted utilisation on the same basis Key financial highlights include: Revenue of $496.5 million (FY25: $427.2 million) Net revenue of $405.0 million vs guidance range of $3 90 to 400 million (FY25: $350.2 million) Underlying EBITDA 1 of $ 248.8 million vs guidance range of $230 to 240 million (FY25: $216.7 million) Capital expenditure of $ 3,397.4 million vs guidance range of $2,700 to 3,000 million (FY25: $1,699 million) Statutory net profit/ (loss) after tax of $ 82.1 million (FY25: loss of $60.5 million) Operating cash flow of $99.9 million ( FY25: $ 222.6 million) Cash of $876.0 million at 30 June 2026 Contracted 495.3MW of new capacity Financial performance NEXTDC achieved a number of significant milestones and experienced a strong period of growth in the 12 months to 30 June 2026. The Group delivered strong revenue growth in FY26, as well as further significant increases in contracted and billing utilisation over the same period . As at 30 June 20 26, NEXTDC was billing for 175MW (2025: 110.9MW) of capacity and had a Forward Order Book of 565.1MW2, which is expected to convert into revenue across FY27 to FY30. A summary of consolidated revenues and segment EBITDA for the year is set out below: Segment revenues Segment EBITDA 30 June 2026 $’000 30 June 2025 $’000 30 June 2026 $’000 30 June 2025 $’000 Vic 184,471 144,751 136,036 104,819 NSW/ACT 222,970 202,498 135,655 127,573 Rest of Australia 84,522 76,337 52,865 50,130 International 1,177 - (457) (1,438) Other 3,352 3,623 1,118 551 Total segment 496,492 427,209 325,217 281,635 Net profit/(loss) after tax was $82.1 million (2025: $(60.5) million). Non-statutory Underlying earnings before interest, tax, depreciation and amortisation ( Underlying EBITDA) improved from $216.7 million in FY25 to $248.8 million in FY26. Reconciliation of statutory profit to EBITDA and Underlying EBITDA is as follows: 30 June 2026 $’000 30 June 2025 $’000 Change % Net profit/(loss) after tax 82,063 (60,543) Add: finance costs 81,662 83,786 Less: interest income (19,919) (33,506) Add/(less): income tax expense/(benefit) (53,564) 1,874 Add: depreciation and amortisation 262,506 208,407 EBITDA 352,748 200,018 76% Add: early-stage international operating expenses 15,251 7,110 Add: cost expensed in relation to acquisition opportunities 4,424 2,780 Add: Growth Incentive Plan (GIP) expense 5,165 1,752 Add: loss on investment in associates - 5,050 Less: fair value gain on investment properties (128,774) - Underlying EBITDA 248,814 216,710 15% Funding and financial position The Company’s $6.4 billion Senior Debt Facilities at 30 June 2026 are summarised as follows: $1.5 billion – Facility A Revolving Loan Facility (multi- currency) ($1.1 billion undrawn) $0.4 billion – Facility B Term Loan Facility (fully drawn) $1.0 billion – Facility C Revolving Loan Facility (undrawn) $1.8 billion – Facility D Revolving Loan Facility (undrawn) $0.6 billion – Facility E Term Loan Facility (fully drawn) $0.4 billion – Facility F Term Loan Facility ($0.2 billion undrawn) $0.7 billion – Facility G Revolving Loan Facility (undrawn) In addition to its Senior Debt Facilities, NEXTDC entered into new subordinated floating rate notes of $750 million in April 2026 (fully drawn). In April 2026, NEXTDC entered into a hybrid securities offer for a total commitment of $1.7 billion, comprised of an initial $1.0 billion series (fully drawn) and a $0.7 billion delayed draw series (undrawn). Cash and cash equivalents at 30 June 2026 totalled $ 876 million (2025: $244 million), which combined with the undrawn senior syndicated debt facility of $4,800 million, and undrawn hybrid securities of $700 million, provided the Group access to $6,376 million in available liquidity at 30 June 2026. Subsequent to year end, NEXTDC announced it had secured new senior debt facilities totalling $2,300 million, increasing the Company’s Senior Debt Facilities to $8 ,700 million, and providing pro forma liquidity as at 30 June 2026 of $ 8,676 million. NEXTDC’s balance sheet position is underpinned by approximately $10,237 million in total assets. Sales performance During the year, NEXTDC increased its contracted utilisation by 202% from 244.8MW at the end of FY25 to 740.1MW at the end of FY26 on a pro forma basis. NSW/ACT’s contracted utilisation now accounts for 306% of built capacity (118.7MW). Directors' ReportFor personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 19 A summary of consolidated revenues and segment EBITDA for the year is set out below: Segment revenues Segment EBITDA 30 June 2026 $’000 30 June 2025 $’000 30 June 2026 $’000 30 June 2025 $’000 Vic 184,471 144,751 136,036 104,819 NSW/ACT 222,970 202,498 135,655 127,573 Rest of Australia 84,522 76,337 52,865 50,130 International 1,177 - (457) (1,438) Other 3,352 3,623 1,118 551 Total segment 496,492 427,209 325,217 281,635 Net profit/(loss) after tax was $82.1 million (2025: $(60.5) million). Non-statutory Underlying earnings before interest, tax, depreciation and amortisation ( Underlying EBITDA) improved from $216.7 million in FY25 to $248.8 million in FY26. Reconciliation of statutory profit to EBITDA and Underlying EBITDA is as follows: 30 June 2026 $’000 30 June 2025 $’000 Change % Net profit/(loss) after tax 82,063 (60,543) Add: finance costs 81,662 83,786 Less: interest income (19,919) (33,506) Add/(less): income tax expense/(benefit) (53,564) 1,874 Add: depreciation and amortisation 262,506 208,407 EBITDA 352,748 200,018 76% Add: early-stage international operating expenses 15,251 7,110 Add: cost expensed in relation to acquisition opportunities 4,424 2,780 Add: Growth Incentive Plan (GIP) expense 5,165 1,752 Add: loss on investment in associates - 5,050 Less: fair value gain on investment properties (128,774) - Underlying EBITDA 248,814 216,710 15% Funding and financial position The Company’s $6.4 billion Senior Debt Facilities at 30 June 2026 are summarised as follows: $1.5 billion – Facility A Revolving Loan Facility (multi- currency) ($1.1 billion undrawn) $0.4 billion – Facility B Term Loan Facility (fully drawn) $1.0 billion – Facility C Revolving Loan Facility (undrawn) $1.8 billion – Facility D Revolving Loan Facility (undrawn) $0.6 billion – Facility E Term Loan Facility (fully drawn) $0.4 billion – Facility F Term Loan Facility ($0.2 billion undrawn) $0.7 billion – Facility G Revolving Loan Facility (undrawn) In addition to its Senior Debt Facilities, NEXTDC entered into new subordinated floating rate notes of $750 million in April 2026 (fully drawn). In April 2026, NEXTDC entered into a hybrid securities offer for a total commitment of $1.7 billion, comprised of an initial $1.0 billion series (fully drawn) and a $0.7 billion delayed draw series (undrawn). Cash and cash equivalents at 30 June 2026 totalled $ 876 million (2025: $244 million), which combined with the undrawn senior syndicated debt facility of $4,800 million, and undrawn hybrid securities of $700 million, provided the Group access to $6,376 million in available liquidity at 30 June 2026. Subsequent to year end, NEXTDC announced it had secured new senior debt facilities totalling $2,300 million, increasing the Company’s Senior Debt Facilities to $8 ,700 million, and providing pro forma liquidity as at 30 June 2026 of $ 8,676 million. NEXTDC’s balance sheet position is underpinned by approximately $10,237 million in total assets. Sales performance During the year, NEXTDC increased its contracted utilisation by 202% from 244.8MW at the end of FY25 to 740.1MW at the end of FY26 on a pro forma basis. NSW/ACT’s contracted utilisation now accounts for 306% of built capacity (118.7MW). For personal use only
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NEXTDC FY26 Annual Report 20 Victoria’s contracted utilisation now accounts for 261% of built capacity (135MW). Contracted utilisation for the rest of Australia now accounts for 60% of built capacity (24.2MW). NEXTDC continues to develop its go -to-market strategy targeting AI, cloud and neocloud as well as advancing its channel and alliance partnerships with major telecommunications and IT service providers, allowing it to increase the breadth and depth of its selling capability without adding to its sales operating cost base. Innovation and Operational Excellence Innovation is fundamental to how NEXTDC delivers resilient, secure and sustainable digital infrastructure. We continually invest in new technologies, operational excellence and management systems to improve performance and meet the evolving needs of our customers. Integrated Management Systems Our integrated management system provides a structured framework for managing quality, information security, environmental performance and workplace health and safety. NEXTDC's metro data centre portfolio is certified to ISO 9001 (Quality Management), ISO 14001 (Environmental Management), ISO 27001 (Information Security Management) and ISO 45001 ( Occupational Health and Safety Management Systems ), supporting a consistent approach to governance, risk management and continuous improvement. Our newer facilities, including KL1 together with our edge facilities (NE1 and PH1), operate in accordance with these management system requirements and will be certified as they mature. As customer demand continues to evolve, particularly with the rapid growth of artificial intelligence and high- performance computing, NEXTDC continues to seek to innovate and minimise our environmental impact by investing in advanced cooling and energy technologies. Improving Operational Efficiency Continuous improvement is a key focus across the entire data centre fleet. We regularly optimise facility performance by monitoring the energy efficiency of our systems and refining these to improve reliability and minimise consumption. Our facilities achieved a blended Power Usage Effectiveness (PUE) of 1.4 9 across our operational portfolio in FY26, against 1.44 in FY25 . Our facilities are designed and operated in line with leading industry standards for energy efficiency, resilience and sustainability. During FY26, our M2 and S2 facilities achieved both Uptime Institute Tier Certification and the Uptime Institute Sustainability Assessment Award, recognising excellence in operational resilience and sustainable data centre performance. As we continue to expand, new facilities are designed to deliver comparable levels of operational efficiency, supporting lower energy consumption and emissions whil e providing resilient, high- performance infrastructure for our customers. Business strategies and prospects for future financial years The Group continues to develop a growing pipeline of sales opportunities across its operating markets. Based on a number of positive demand trends, led by the rapid adoption of artificial intelligence and generative AI, alongside cloud and mobile computing, growth in internet traffic and increasing data sovereignty requirements, we expect demand for carrier - and vendor-neutral outsourced data centre services to continue to grow strongly for the foreseeable future. The Company has a number of strategies to enable it to benefit from this growth, including but not limited to: Continuing to sell capacity in existing facilities Growing its presence in existing data centre markets where its current facilities are close to being fully utilised Expanding its footprint into new data centre markets in Australia, such as Adelaide, Darwin and Geelong Expanding its international presence, with KL1 Kuala Lumpur now operational, preliminary works underway at TK1 Tokyo, the AK1 Auckland resource consent lodged, and site selection continuing in other Asian markets, including Thailand. Based on the factors listed above, the Group expects its revenue to continue growing in the foreseeable future. FY26 marks the Group’s first reporting period under Australia’s mandatory sustainability reporting regime . The Group’s climate-related financial disclosures have been prepared in accordance with the Australian Accounting Standards Board (AASB) S2 Climate-related Disclosures and are set out in the Sustainability Report on pages 66 to 88. These disclosures are supported by strengthened climate-related governance, enhanced data management and assurance processes, reflecting the continued integration of climate -related considerations into the Group’s strategy, financial planning and risk management framework. Business risks NEXTDC's risk management framework supports the identification and management of risks that may impact the achievement of strategic objectives and long-term shareholder value. As a leading operator and developer of critical digital infrastructure, the Group faces a range of interconnected risks arising from its operations, development activities, market dynamics and external environment. The principal risks have been restructured for FY26 to better reflect the interconnected nature of the Group's risk profile and align with its current enterprise risk management framework. Risks reported separately in FY25, including fraud, bribery and corruption, privacy and data security, water dependency and nature risk, emissions, energy performance, training and development, and employee engagement, are now addressed within the thirteen principal risks set out below. Fraud, bribery and corruption continue to be actively managed as a principal risk through the Group's broader governance, compliance and financial and operational control framework. The principal risks outlined below are actively monitored and managed through governance frameworks, internal controls, assurance activities and ongoing risk mitigation programs. Given the scale and pace of the Group 's growth, and the increasing external interest in the sector in which it operates, the Board and management continue to enhance the Group's risk management maturity and disclosure practices. Principal Risk Description & Impact How the Risk is Managed Operational Resilience Failure to maintain reliable data centre operations, including power, cooling and network and building infrastructure, may result in service outages, breach of service level commitments, customer impacts and reputational damage. The scale and utilisation of the Group's facilities continue to increase in line with growing hyperscale and AI- related customer demand, which increases the operational load on critical infrastructure and supporting systems. Highly resilient infrastructure design engineered and independently certified to recognised industry standards (including Uptime Institute Tier ratings), redundancy across critical systems, preventative and predictive maintenance programs, business continuity and disaster recovery testing, real-time monitoring, and incident response capabilities informed by lessons learned from incidents and near misses. Cyber Security & Data Protection Cyber threats, security breaches or unauthorised physical access to facilities may compromise the confidentiality, integrity or availability of systems and data, resulting in operational disruption, financial loss, regulatory action and reputational damage. As an operator of critical digital infrastructure, the Group is a potential target for increasingly sophisticated and frequent cyber and physical security threats, consistent with the broader threat environment facing critical infrastructure globally. A layered cyber security framework aligned to recognised standards, access controls, continuous monitoring and detection capabilities, vulnerability and patch management, regular independent testing, employee awareness programs and an ongoing security uplift roadmap. Physical access to facilities is controlled through multi-layered perimeter, biometric and monitoring controls, and the Group maintains practices consistent with Australia's critical infrastructure protection framework and applicable privacy legislation. Development & Capacity Delivery Delays, cost overruns or execution challenges in developing new data centres including those arising from contractor performance, construction market capacity or design changes, may affect growth, customer commitments and returns on investment. Decisions on the scale, location and timing of new developments that do not align with actual customer demand could also result in under- or over-investment relative to market requirements. Structured project governance, gated investment approvals, experienced in- house delivery and engineering teams, contractor performance management, and lessons learned processes. Investment decisions are supported by strategic business case analysis, demand forecasting, and funding and inventory buffers intended to allow the Group to respond to changes in demand without over-committing capital. For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 21 Business risks NEXTDC's risk management framework supports the identification and management of risks that may impact the achievement of strategic objectives and long-term shareholder value. As a leading operator and developer of critical digital infrastructure, the Group faces a range of interconnected risks arising from its operations, development activities, market dynamics and external environment. The principal risks have been restructured for FY26 to better reflect the interconnected nature of the Group's risk profile and align with its current enterprise risk management framework. Risks reported separately in FY25, including fraud, bribery and corruption, privacy and data security, water dependency and nature risk, emissions, energy performance, training and development, and employee engagement, are now addressed within the thirteen principal risks set out below. Fraud, bribery and corruption continue to be actively managed as a principal risk through the Group's broader governance, compliance and financial and operational control framework. The principal risks outlined below are actively monitored and managed through governance frameworks, internal controls, assurance activities and ongoing risk mitigation programs. Given the scale and pace of the Group 's growth, and the increasing external interest in the sector in which it operates, the Board and management continue to enhance the Group's risk management maturity and disclosure practices. Principal Risk Description & Impact How the Risk is Managed Operational Resilience Failure to maintain reliable data centre operations, including power, cooling and network and building infrastructure, may result in service outages, breach of service level commitments, customer impacts and reputational damage. The scale and utilisation of the Group's facilities continue to increase in line with growing hyperscale and AI- related customer demand, which increases the operational load on critical infrastructure and supporting systems. Highly resilient infrastructure design engineered and independently certified to recognised industry standards (including Uptime Institute Tier ratings), redundancy across critical systems, preventative and predictive maintenance programs, business continuity and disaster recovery testing, real-time monitoring, and incident response capabilities informed by lessons learned from incidents and near misses. Cyber Security & Data Protection Cyber threats, security breaches or unauthorised physical access to facilities may compromise the confidentiality, integrity or availability of systems and data, resulting in operational disruption, financial loss, regulatory action and reputational damage. As an operator of critical digital infrastructure, the Group is a potential target for increasingly sophisticated and frequent cyber and physical security threats, consistent with the broader threat environment facing critical infrastructure globally. A layered cyber security framework aligned to recognised standards, access controls, continuous monitoring and detection capabilities, vulnerability and patch management, regular independent testing, employee awareness programs and an ongoing security uplift roadmap. Physical access to facilities is controlled through multi-layered perimeter, biometric and monitoring controls, and the Group maintains practices consistent with Australia's critical infrastructure protection framework and applicable privacy legislation. Development & Capacity Delivery Delays, cost overruns or execution challenges in developing new data centres including those arising from contractor performance, construction market capacity or design changes, may affect growth, customer commitments and returns on investment. Decisions on the scale, location and timing of new developments that do not align with actual customer demand could also result in under- or over-investment relative to market requirements. Structured project governance, gated investment approvals, experienced in- house delivery and engineering teams, contractor performance management, and lessons learned processes. Investment decisions are supported by strategic business case analysis, demand forecasting, and funding and inventory buffers intended to allow the Group to respond to changes in demand without over-committing capital. For personal use only
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NEXTDC FY26 Annual Report 22 Principal Risk Description & Impact How the Risk is Managed Capital Availability NEXTDC's growth strategy is capital intensive and requires ongoing access to debt and equity markets on acceptable terms. Failure to secure sufficient funding, whether due to changes in credit or equity market conditions, interest rate movements, covenant constraints, or the scale of capital required to support accelerating AI-driven demand, may constrain growth opportunities and delay execution of the development pipeline. Active treasury management, diversified funding sources across equity, senior and subordinated debt, liquidity and covenant monitoring, regular engagement with capital markets, and Board oversight of capital raising and capital allocation decisions through a treasury governance framework. Planning & Regulatory Approvals Delays or failure to obtain planning, environmental, utility and regulatory approvals may impact the timing and delivery of future developments and growth initiatives. This risk is heightened by growing community and stakeholder interest in the scale and location of data centre developments, which may extend approval timeframes or result in more onerous conditions. Early and ongoing engagement with planning authorities, utility providers, government stakeholders and local communities, regulatory compliance programs, environmental assessments, dedicated project governance, and approval risk and lead times factored into site selection and development sequencing. Supply Chain & Critical Infrastructure Failure of critical suppliers, utilities, contractors, strategic partners or infrastructure providers to deliver required services, equipment, resources or capacity may adversely impact operations, project delivery and strategic growth objectives. Global demand for data centre and AI infrastructure equipment, extended lead times, single-source dependencies, and geopolitical or trade dynamics affecting international supply chains may further affect the cost, availability and timing of critical components and services. Critical supplier list with regular performance monitoring and business reviews, standardised equipment designs to support supply flexibility, diversification of sourcing across geographies and suppliers, long-lead procurement and inventory management strategies, and contingency planning for key dependencies. Energy, Water & Climate Resilience Constraints on the availability or cost of electricity and water, together with physical and transition risks associated with climate change, may impact operations, development activities, sustainability objectives and long-term growth. Growth in electricity demand across the sector, driven in part by the scale of AI and hyperscale computing, is placing increasing pressure on grid capacity and network augmentation timeframes in the markets in which the Group operates. Long-term energy procurement strategies and renewable energy arrangement with utility and network providers on grid capacity and connection timing, water efficiency programs, climate risk assessments and scenario analysis, emissions management, and reporting aligned with Australia's mandatory climate-related financial disclosure requirements and other recognised frameworks. Technology & Innovation Failure to adapt to technological change and evolving customer requirements may reduce competitiveness and impact long-term growth. The pace of change in customer compute requirements, including the shift toward AI and high-density workloads, may also affect the design life and utility of existing infrastructure and require additional capital investment to remain relevant to customer needs. Ongoing investment in flexible, future- ready facility design, capacity planning, continuous improvement programs, structured evaluation of emerging technologies, and close engagement with customers on evolving requirements. People & Capability Inability to attract, develop and retain key employees may affect operational performance and delivery of strategic objectives. Competition for skilled talent, particularly in engineering, construction, cyber security and data centre operations has increased in line with growth across the sector. Talent acquisition and workforce planning aligned to the development pipeline, leadership development and succession planning, market-competitive remuneration, and employee engagement and retention initiatives. Principal Risk Description & Impact How the Risk is Managed Health & Safety Failure to maintain a strong safety culture across operations and construction activities, including across NEXTDC’s extended contractor and subcontractor base during a period of significant construction activity may result in injury, regulatory breaches, project delay and reputational damage. Company-wide safety management systems, mandatory training programs, contractual safety requirements and performance monitoring for contractors and subcontractors, safety audits and assurance activities, and leadership- driven continuous improvement initiatives. Regulatory & Governance NEXTDC operates in an increasingly complex and evolving regulatory environment across the jurisdictions in which it operates and into which it is expanding, spanning data protection and privacy, critical infrastructure protection, environmental and planning law, and governance obligations applicable to an ASX-listed entity. Failure to comply with applicable laws and regulations, or to scale governance and business systems in line with the pace of growth, may result in financial penalties, operational restrictions and reputational impacts. A Corporate Governance Framework overseen by the Board and its committees, policies and procedures aligned to applicable legal and regulatory requirements, compliance monitoring and training, internal and external assurance activities, external certifications, and continued investment in business systems and governance capability to support the scale of the Group's operations, including as it enters new markets. Customer & Market Growth NEXTDC's growth is underpinned by demand from cloud, hyperscale and AI customers, with a significant proportion of contracted capacity derived from a relatively small number of large customers. In FY26 two customers contributed 33 per cent and 18 per cent of total revenue, against 29 per cent and 18 per cent in FY25. Changes in customer demand, growth plans or contractual commitments, increasing competition, or failure to maintain customer focus may adversely affect utilisation, growth, market position and profitability. Long-term customer relationships and contracts, structured customer engagement including regular business reviews, active management of contracted and forecast utilisation, market and competitor analysis, and continued investment in service differentiation and customer experience. Reputation, Community & Social Licence As a large-scale developer and operator of data centre infrastructure, NEXTDC’s activities including the scale, location, and power and water use associated with its developments attract increasing public, community, media and regulatory attention. Adverse media coverage, community concern, or failure to maintain trust and engagement with stakeholders may impact reputation, regulatory outcomes, development approvals and the ability to execute strategic objectives. Proactive and transparent stakeholder engagement, structured community consultation for new developments, sustainability and community initiatives, coordinated media and communications management, and ongoing monitoring of public sentiment and emerging issues to inform the Group's engagement approach. NEXTDC recognises that these risks are interconnected and may evolve over time in response to changes in the operating environment, technology, regulation, customer requirements and broader stakeholder expectations. Climate -related risks and opportunities are progressively integrated into the identification, assessment and management of strategic and operational risks, supporting informed decision-making across the business. Further information on our approach to managing climate-related risks and opportunities is provided in the Sustainability Report. For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 23 Principal Risk Description & Impact How the Risk is Managed Health & Safety Failure to maintain a strong safety culture across operations and construction activities, including across NEXTDC’s extended contractor and subcontractor base during a period of significant construction activity may result in injury, regulatory breaches, project delay and reputational damage. Company-wide safety management systems, mandatory training programs, contractual safety requirements and performance monitoring for contractors and subcontractors, safety audits and assurance activities, and leadership- driven continuous improvement initiatives. Regulatory & Governance NEXTDC operates in an increasingly complex and evolving regulatory environment across the jurisdictions in which it operates and into which it is expanding, spanning data protection and privacy, critical infrastructure protection, environmental and planning law, and governance obligations applicable to an ASX-listed entity. Failure to comply with applicable laws and regulations, or to scale governance and business systems in line with the pace of growth, may result in financial penalties, operational restrictions and reputational impacts. A Corporate Governance Framework overseen by the Board and its committees, policies and procedures aligned to applicable legal and regulatory requirements, compliance monitoring and training, internal and external assurance activities, external certifications, and continued investment in business systems and governance capability to support the scale of the Group's operations, including as it enters new markets. Customer & Market Growth NEXTDC's growth is underpinned by demand from cloud, hyperscale and AI customers, with a significant proportion of contracted capacity derived from a relatively small number of large customers. In FY26 two customers contributed 33 per cent and 18 per cent of total revenue, against 29 per cent and 18 per cent in FY25. Changes in customer demand, growth plans or contractual commitments, increasing competition, or failure to maintain customer focus may adversely affect utilisation, growth, market position and profitability. Long-term customer relationships and contracts, structured customer engagement including regular business reviews, active management of contracted and forecast utilisation, market and competitor analysis, and continued investment in service differentiation and customer experience. Reputation, Community & Social Licence As a large-scale developer and operator of data centre infrastructure, NEXTDC’s activities including the scale, location, and power and water use associated with its developments attract increasing public, community, media and regulatory attention. Adverse media coverage, community concern, or failure to maintain trust and engagement with stakeholders may impact reputation, regulatory outcomes, development approvals and the ability to execute strategic objectives. Proactive and transparent stakeholder engagement, structured community consultation for new developments, sustainability and community initiatives, coordinated media and communications management, and ongoing monitoring of public sentiment and emerging issues to inform the Group's engagement approach. NEXTDC recognises that these risks are interconnected and may evolve over time in response to changes in the operating environment, technology, regulation, customer requirements and broader stakeholder expectations. Climate -related risks and opportunities are progressively integrated into the identification, assessment and management of strategic and operational risks, supporting informed decision-making across the business. Further information on our approach to managing climate-related risks and opportunities is provided in the Sustainability Report. For personal use only
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Significant changes in the state of affairs Other than what has already been mentioned in this report, there have been no further significant changes in the state of affairs of the Group during FY26. Matters subsequent to the end of the financial period No matters or circumstances have arisen since 30 June 2026 that have significantly affected the Group’s operations, results or state of affairs, or may do so in future years, except as disclosed below: On 10 July 2026, NEXTDC announced that it had entered into new senior debt facilities totalling $2,300 million. On financial close on 15 July 2026, this brought NEXTDC’s total senior debt facilities to $8,700 million across both term and revolving facilities. On 21 July 2026, NEXTDC announced the Company’s contracted utilisation as at 30 June 2026 had increased by 73MW (11%) to 740MW since the previous update on 20 April 2026. On 30 and 31 July 2026, NEXTDC completed additional drawdowns of $200 million each on its existing senior debt facilities, bringing total drawn secured debt to $2,000 million. Likely developments and expected results of operations Likely developments in the operations of the Group that were not finalised at the date of this report include the continued fit out of data centre capacity in existing facilities and the pursuit of further growth opportunities. Dividends In considering dividend policy the Board considers the demand for capital to invest in growth, its level of retained earnings and the availability of franked earnings. Although the Company is generating positive operating cashflow, NEXTDC is some way from paying tax and consequently from generating franking credits. At the same time, the Company continues to experience strong demand for services and consequently continues to make substantial capital investment into the business. It is unlikely that NEXTDC will pay any dividends in the next two years. Dividends were neither paid nor declared during the year. Environmental regulation NEXTDC monitors its environmental impacts and maintains compliance with applicable environmental legislation, licences and regulatory obligations across its operations. Environmental risks and impacts are managed through NEXTDC's ISO 14001 -certified Environmental Management System, which provides a structured approach to identifying, assessing and managing environmental risks, monitoring performance and driving continual improvement. Compliance is supported through operational monitoring, internal audits, management reviews and periodic legislative compliance assessments. Environmental performance is reviewed regularly to support informed decision-making and strengthen operational resilience. No environmental breaches or non-compliance matters were recorded during FY26. Where NEXTDC receives stakeholder concerns, including noise complaints associated with construction activities near sensitive receptors, it seeks to address these matters promptly through appropriate mitigation measures, stakeholder and regulator engagement, and ongoing improvements to environmental management practices. Further information on NEXTDC's broader environmental and social performance is provided in the FY26 ESG Report (located at www.nextdc.com). Insurance of officers During the period, NEXTDC Limited paid a premium of $2,438,644 (FY25: $ 2,682,722) to cover its Directors and Officers. The liabilities insured include legal costs incurred in defending civil or criminal proceedings that may be brought against individuals in their capacity as officers of entities in the Group and any other liabilities or amounts sought against them in connection with such proceedings. This does not include liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Group. The Directors & Officers Liability insurance also covers security claims against the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs to defend the officers and those relating to other liabilities. Proceedings on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the Group with leave of the Court under section 237 of the Corporations Act 2001. Rounding of amounts The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2026/183, relating to the ‘rounding off’ of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar. Information on Directors DOUGLAS FLYNN CRAIG SCROGGIE Chairman Non-Executive Director (since September 2013) EXPERIENCE AND EXPERTISE Mr Douglas (Doug) Flynn was appointed to the Board in September 2013 as an Independent Non-Executive Director and subsequently was appointed as Chairman in April 2014. Doug has over 30 years of international experience in the media and information and communication technology industries, including holding various senior management and board positions. He has had extensive experience in building international networked businesses including currently in East Asia and elsewhere. Doug is the current Chairman of IMEXHS Limited, a Latin America based medical imaging technology provider. Previously, Doug was the Chief Executive of newspaper publisher, Davies Brothers Limited, which was acquired by News Corporation in 1989. In 1995, he was appointed the Managing Director of News International Plc. After leaving News International in 1998, Doug joined Aegis Group Plc and was appointed as the CEO in 1999, where he was instrumental in doubling the size of the company and established global market research business Synovate and internet services business Isobar. From 2005 to 2008, Doug served as the Chief Executive of facilities management provider Rentokil Initial Plc. Doug has a Bachelor of Chemical Engineering, University of Newcastle (NSW) and received a Master of Business Administration ( with distinction), University of Melbourne. OTHER CURRENT DIRECTORSHIPS IMEXHS Limited (March 2020 – present) FORMER DIRECTORSHIPS Seven West Media Limited iSentia Group Limited APN Outdoor Group Limited Konekt Limited SPECIAL RESPONSIBILITIES Chairman of the Board Member of the Remuneration and Nomination Committee Member of the Investment Committee INTERESTS IN SHARES AND OPTIONS Doug holds 237,533 fully paid ordinary shares in NEXTDC Limited. Chief Executive Officer Managing Director (since June 2012) EXPERIENCE AND EXPERTISE Mr Craig Scroggie is the Chief Executive Officer and Managing Director of NEXTDC, Australia’s leading Data- Centre-as-a-Service provider. Prior to becoming the CEO in June 2012, Mr Scroggie served on the Board of Directors since IPO (2010) as a Non-Executive Director, including as Chairman of the Audit and Risk Management Committee. Mr Scroggie has more than 30 years’ experience in the ICT industry, having held senior positions with Symantec, Veritas Software, Computer Associates, EMC Corporation and Fujitsu. Prior to joining NEXTDC, Mr Scroggie was Symantec’s Vice President & Managing Director for the Pacific Region. Mr Scroggie currently serves on the Board of Freelancer (ASX:FLN) and also serves on the University of Southern Queensland Business School Advisory Board and is Chairman of the La Trobe University Business School Advisory Board and holds the position of Adjunct Professor. Mr Scroggie is a Graduate of the University of Southern Queensland and holds an Advanced Certificate in Information Technology, a Graduate Certificate in Management, a Postgraduate Diploma in Management, a Master of Business Administration; and is a Gradua te and Fellow of the Australian Institute of Company Directors. In 2013 Mr Scroggie was awarded the University of Southern Queensland Faculty of Business & Law Alumnus of the Year and in 2015 was inducted into the ARN ICT Industry Awards Hall of Fame. OTHER CURRENT DIRECTORSHIPS Freelancer Limited (August 2024 – present) FORMER DIRECTORSHIPS AUCyber Limited (formerly Sovereign Cloud Holdings Limited) (November 2021 – February 2025) Nitro Software Limited (September 2021 – April 2023) SPECIAL RESPONSIBILITIES Member of the Investment Committee INTERESTS IN SHARES AND OPTIONS Craig holds 435,511 fully paid ordinary shares, 570,917 performance rights, 292,052 restricted rights, and 3,633,720 GIP rights. NEXTDC FY26 Annual Report 24 For personal use only
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Information on Directors DOUGLAS FLYNN CRAIG SCROGGIE Chairman Non-Executive Director (since September 2013) EXPERIENCE AND EXPERTISE Mr Douglas (Doug) Flynn was appointed to the Board in September 2013 as an Independent Non-Executive Director and subsequently was appointed as Chairman in April 2014. Doug has over 30 years of international experience in the media and information and communication technology industries, including holding various senior management and board positions. He has had extensive experience in building international networked businesses including currently in East Asia and elsewhere. Doug is the current Chairman of IMEXHS Limited, a Latin America based medical imaging technology provider. Previously, Doug was the Chief Executive of newspaper publisher, Davies Brothers Limited, which was acquired by News Corporation in 1989. In 1995, he was appointed the Managing Director of News International Plc. After leaving News International in 1998, Doug joined Aegis Group Plc and was appointed as the CEO in 1999, where he was instrumental in doubling the size of the company and established global market research business Synovate and internet services business Isobar. From 2005 to 2008, Doug served as the Chief Executive of facilities management provider Rentokil Initial Plc. Doug has a Bachelor of Chemical Engineering, University of Newcastle (NSW) and received a Master of Business Administration ( with distinction), University of Melbourne. OTHER CURRENT DIRECTORSHIPS IMEXHS Limited (March 2020 – present) FORMER DIRECTORSHIPS Seven West Media Limited iSentia Group Limited APN Outdoor Group Limited Konekt Limited SPECIAL RESPONSIBILITIES Chairman of the Board Member of the Remuneration and Nomination Committee Member of the Investment Committee INTERESTS IN SHARES AND OPTIONS Doug holds 237,533 fully paid ordinary shares in NEXTDC Limited. Chief Executive Officer Managing Director (since June 2012) EXPERIENCE AND EXPERTISE Mr Craig Scroggie is the Chief Executive Officer and Managing Director of NEXTDC, Australia’s leading Data- Centre-as-a-Service provider. Prior to becoming the CEO in June 2012, Mr Scroggie served on the Board of Directors since IPO (2010) as a Non-Executive Director, including as Chairman of the Audit and Risk Management Committee. Mr Scroggie has more than 30 years’ experience in the ICT industry, having held senior positions with Symantec, Veritas Software, Computer Associates, EMC Corporation and Fujitsu. Prior to joining NEXTDC, Mr Scroggie was Symantec’s Vice President & Managing Director for the Pacific Region. Mr Scroggie currently serves on the Board of Freelancer (ASX:FLN) and also serves on the University of Southern Queensland Business School Advisory Board and is Chairman of the La Trobe University Business School Advisory Board and holds the position of Adjunct Professor. Mr Scroggie is a Graduate of the University of Southern Queensland and holds an Advanced Certificate in Information Technology, a Graduate Certificate in Management, a Postgraduate Diploma in Management, a Master of Business Administration; and is a Gradua te and Fellow of the Australian Institute of Company Directors. In 2013 Mr Scroggie was awarded the University of Southern Queensland Faculty of Business & Law Alumnus of the Year and in 2015 was inducted into the ARN ICT Industry Awards Hall of Fame. OTHER CURRENT DIRECTORSHIPS Freelancer Limited (August 2024 – present) FORMER DIRECTORSHIPS AUCyber Limited (formerly Sovereign Cloud Holdings Limited) (November 2021 – February 2025) Nitro Software Limited (September 2021 – April 2023) SPECIAL RESPONSIBILITIES Member of the Investment Committee INTERESTS IN SHARES AND OPTIONS Craig holds 435,511 fully paid ordinary shares, 570,917 performance rights, 292,052 restricted rights, and 3,633,720 GIP rights. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 25 For personal use only
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STUART DAVIS STEPHEN SMITH Non-Executive Director (since September 2013) EXPERIENCE AND EXPERTISE Mr Stuart Davis has over 30 years’ experience as an international banker with the HSBC Group including roles in Hong Kong, New York, Taiwan, India and Australia. Most recently he was CEO for HSBC India (2009-2012), CEO and Executive Director for HSBC Bank Australia Limited (2002-2009) and CEO HSBC Taiwan (1999-2002). He was a member of the Australian Bankers Association from 2002 to 2009 and Deputy Chairman from 2006 to 2009. Stuart holds a Bachelor of Laws (LLB), University of Adelaide and is a Graduate of the Australian Institute of Company Directors (GAICD). OTHER CURRENT DIRECTORSHIPS Appen Limited (March 2022 - present) FORMER DIRECTORSHIPS Stuart previously held directorships with subsidiaries of HSBC Group until 2012, Built Holdings Pty Ltd., Moboom Limited, BSP Financial Group and PayPal Australia Limited. SPECIAL RESPONSIBILITIES Chairman of the Remuneration and Nomination Committee Member of the Investment Committee INTERESTS IN SHARES AND OPTIONS Stuart holds 61,450 fully paid ordinary shares in NEXTDC Limited. Non-Executive Director (since 1 July 2019) EXPERIENCE AND EXPERTISE Mr Stephen (Steve) Smith is widely respected amongst the global ICT community. Steve has a deep background and expertise in managing market leading technology businesses, particularly in the data centre industry. Steve served as CEO and President of Equinix Inc for over a decade (2007- 2018), transforming it into the largest enterprise data centre platform in the world. Under Steve’s leadership Equinix grew from 17 data centres operating in 10 markets and a US$2 bil lion market cap, to approximately 200 data centres with a US$34 billion market cap and operations in 24 countries on five continents. Steve is currently the CEO of Zayo Group, a leading provider of fibre infrastructure, with dense, high-quality networks in every major market in North America and many in Western Europe. Prior to his time at Zayo Group and Equinix, Steve held senior leader ship positions at Hewlett Packard (2005-2006) which included serving as its Senior Vice President - Worldwide HP Services; Lucent Technologies Inc. (2004-2005), where he was appointed as Vice President, Global Professional and Managed Services and Electronic Data Systems Corporation (EDS) (1987-2004), where he served in a number of capacities including Chief Sales Officer and President, Asia-Pacific. Steve also had a successful eight -year career in the U.S. Army where, among other roles, he was aide de- camp to the office of the Commander in Chief of the U.S. Armed Forces in the Pacific. Steve holds a Bachelor of Science in Engineering from the U.S. Military Academy at West Point. CURRENT EXECUTIVE ROLES Zayo Group Holdings, CEO OTHER CURRENT DIRECTORSHIPS Zayo Group Holdings (October 2020 – present) Core Scientific Inc (May 2026 – present) FORMER DIRECTORSHIPS Steve has served on several boards, including Flexential Inc, Volterra Semiconductor Corporation, 3Par Inc, Actian Corporation, NetApp Inc and F5 Networks Inc. SPECIAL RESPONSIBILITIES Chairman of the Investment Committee INTERESTS IN SHARES AND OPTIONS Nil DR EILEEN DOYLE MARIA LEFTAKIS Non-Executive Director (since August 2020) EXPERIENCE AND EXPERTISE Dr Eileen Doyle has had an internationally recognised career with close to four decades of diverse business experience at both executive and board level. Her experience covers a wide range of industries including logistics, technology and research, property, financial services, manufacturing, building and construction and sport. Dr Doyle has previously served as the Chairman of the world’s largest export coal loader, PWCS (1998-2009) and Deputy Chairman of CSIRO to 2016, after 10 years of service. Dr Doyle currently serves on the Board of DBI Limited, SWOOP Analytics and the Hunter Angels Trust. She has significant experience on listed and private boards as well as across Audit, Remuneration and Sustainability Committees. Dr Doyle’s experience also includes appointments at major government bodies Austrade, CSIRO, Newcastle Port Corporation and AirServices Australia. Dr Doyle holds a Ph.D. in Applied Statistics from the University of Newcastle, was a Fulbright Scholar (Business Management: Columbia University), is a Fellow of the Australian Academy of Technological Sciences and Engineering (FTSE) and a Fellow of the Australian Institute of Company Directors (FAICD). Dr Doyle is also a Foundation Fellow of The Australian Association of Angel Investors (FAAAI) and the author of “Call a Business Angel” and “Start-Up Investing - Success, Stamina and Serendipity”. OTHER CURRENT DIRECTORSHIPS DBI Limited (October 2020 – present) SWOOP Analytics (April 2019 - present) FORMER DIRECTORSHIPS Oil Search Limited (February 2016 – December 2021) GPT Group (March 2010 – May 2019) Boral Limited (March 2010 – October 2020) Santos (December 2021 – April 2024) SPECIAL RESPONSIBILITIES Member of the Audit and Risk Committee INTERESTS IN SHARES AND OPTIONS Eileen holds 29,349 fully paid ordinary shares in NEXTDC Limited. Non-Executive Director (since 24 August 2023) EXPERIENCE AND EXPERTISE Ms Maria Leftakis has an entrepreneurial background with more than 30 years’ experience in corporate governance and shareholder engagement in Australia and overseas, specialising in the strategic advice and execution of mergers and acquisitions, cross-border deals, contests, proxy fights and other extraordinary transactions. She has also advised many ASX100 boards on a range of sensitive governance matters including activism and investor dissent. Maria is recognised as pioneering shareholder proxy solicitation and research in Australia and creating and innovating the architecture and technology now adopted across the market. Previously, as Chair for Morrow Sodali APAC, Maria provided counsel and mentoring to the regional leadership team. Maria also led the Morrow Sodali APAC Advisory Board that provided guidance and support for the company’s expansion and growth into Asian markets. In her previous role as the CEO of Morrow Sodali APAC, Maria advised on many of Australia’s largest and most complex transactions. Under her leadership, Morrow Sodali set itself apart in the Australian market with an unrivalled integrated service offering and the deepest track record of success for many of the country’s largest organisations. Maria holds a Bachelor of Economics (Finance and Accounting) from the University of Sydney as well as an Executive Master of Business Administration from the Australian Graduate School of Management, University of New South Wales. Maria is also a member of the Australian Institute of Company Directors (AICD). SPECIAL RESPONSIBILITIES Member of the Audit and Risk Committee Member of the Remuneration and Nomination Committee INTERESTS IN SHARES AND OPTIONS Maria holds 76,493 fully paid ordinary shares in NEXTDC Limited. NEXTDC FY26 Annual Report26 For personal use only
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DR EILEEN DOYLE MARIA LEFTAKIS Non-Executive Director (since August 2020) EXPERIENCE AND EXPERTISE Dr Eileen Doyle has had an internationally recognised career with close to four decades of diverse business experience at both executive and board level. Her experience covers a wide range of industries including logistics, technology and research, property, financial services, manufacturing, building and construction and sport. Dr Doyle has previously served as the Chairman of the world’s largest export coal loader, PWCS (1998-2009) and Deputy Chairman of CSIRO to 2016, after 10 years of service. Dr Doyle currently serves on the Board of DBI Limited, SWOOP Analytics and the Hunter Angels Trust. She has significant experience on listed and private boards as well as across Audit, Remuneration and Sustainability Committees. Dr Doyle’s experience also includes appointments at major government bodies Austrade, CSIRO, Newcastle Port Corporation and AirServices Australia. Dr Doyle holds a Ph.D. in Applied Statistics from the University of Newcastle, was a Fulbright Scholar (Business Management: Columbia University), is a Fellow of the Australian Academy of Technological Sciences and Engineering (FTSE) and a Fellow of the Australian Institute of Company Directors (FAICD). Dr Doyle is also a Foundation Fellow of The Australian Association of Angel Investors (FAAAI) and the author of “Call a Business Angel” and “Start-Up Investing - Success, Stamina and Serendipity”. OTHER CURRENT DIRECTORSHIPS DBI Limited (October 2020 – present) SWOOP Analytics (April 2019 - present) FORMER DIRECTORSHIPS Oil Search Limited (February 2016 – December 2021) GPT Group (March 2010 – May 2019) Boral Limited (March 2010 – October 2020) Santos (December 2021 – April 2024) SPECIAL RESPONSIBILITIES Member of the Audit and Risk Committee INTERESTS IN SHARES AND OPTIONS Eileen holds 29,349 fully paid ordinary shares in NEXTDC Limited. Non-Executive Director (since 24 August 2023) EXPERIENCE AND EXPERTISE Ms Maria Leftakis has an entrepreneurial background with more than 30 years’ experience in corporate governance and shareholder engagement in Australia and overseas, specialising in the strategic advice and execution of mergers and acquisitions, cross-border deals, contests, proxy fights and other extraordinary transactions. She has also advised many ASX100 boards on a range of sensitive governance matters including activism and investor dissent. Maria is recognised as pioneering shareholder proxy solicitation and research in Australia and creating and innovating the architecture and technology now adopted across the market. Previously, as Chair for Morrow Sodali APAC, Maria provided counsel and mentoring to the regional leadership team. Maria also led the Morrow Sodali APAC Advisory Board that provided guidance and support for the company’s expansion and growth into Asian markets. In her previous role as the CEO of Morrow Sodali APAC, Maria advised on many of Australia’s largest and most complex transactions. Under her leadership, Morrow Sodali set itself apart in the Australian market with an unrivalled integrated service offering and the deepest track record of success for many of the country’s largest organisations. Maria holds a Bachelor of Economics (Finance and Accounting) from the University of Sydney as well as an Executive Master of Business Administration from the Australian Graduate School of Management, University of New South Wales. Maria is also a member of the Australian Institute of Company Directors (AICD). SPECIAL RESPONSIBILITIES Member of the Audit and Risk Committee Member of the Remuneration and Nomination Committee INTERESTS IN SHARES AND OPTIONS Maria holds 76,493 fully paid ordinary shares in NEXTDC Limited. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 27 For personal use only
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DEBORAH PAGE AM JAMALUDIN IBRAHIM Non-Executive Director (since 1 November 2025) EXPERIENCE AND EXPERTISE Mrs Page is an experienced chair and company director with broad industry experience spanning various ASX- listed, private, public sector and regulated entities including in the property, funds management, utilities, renewables, technology and insurance sectors. She is a Chartered Accountant with dual audit partner and CFO experience during her executive career , and she brings extensive governance, Board and Audit Committee Chair experience, as well as a strong background in corporate finance, accounting, audit, mergers and acquisition, capital markets, insurance and joint venture arrangements. She has been a professional director since 2001 and holds a degree in Economics from the University of Sydney and is a Fellow of Chartered Accountants ANZ and a Fellow of the Australian Institute of Company Directors. She is also a Member of the Takeovers Panel and Chief Executive Women. In 2006 she received an Order of Australia for services to public health, business and the accounting profession. OTHER CURRENT DIRECTORSHIPS Growthpoint Property Group (March 2021 – present) Magellan Financial Group Limited (October 2023 – present) FORMER DIRECTORSHIPS Pendal Group Limited (April 2014 – January 2023) Brickworks Limited (July 2014 – September 2025) The Star Entertainment Group Limited (March 2023 – November 2025) SPECIAL RESPONSIBILITIES Chair of the Audit and Risk Committee INTERESTS IN SHARES AND OPTIONS Deborah holds 5,334 fully paid ordinary shares in NEXTDC Limited. Non-Executive Director (since 1 November 2025) EXPERIENCE AND EXPERTISE Mr Jamaludin has over 40 years of executive experience in the IT and telecommunications sectors, including 27 years as a CEO. Since retiring from executive roles in 2020, he has remained engaged in various industries, including technology, fast food, aviation, and transportation, through multiple non-executive roles. He has served extensively on corporate boards in Malaysia and internationally, including public-listed companies, private enterprises, and government-linked bodies. Mr Jamaludin holds an MBA from Portland State University (US) specialising in Operations Research & Quantitative Methods. He also holds a BSc, Business Administration, with a minor in Mathematics from California State University, Chico. He is currently the Chairman of QSR Brands (Fast Food, ASEAN), Chairman of AirAsia Group Bhd , and a Board Member of SEEK Ltd (Australia) and the Institute of Corporate Directors Malaysia (ICDM) . Mr Jamaludin was previously Chairman of government-owned Prasarana Malaysia Berhad, Malaysia’s public transport owner and operator, and a non-executive director of publicly listed Sunway Berhad. Mr Jamaludin has served the Malaysian government in various roles, including being appointed in 2020 by the former Prime Minister of Malaysia as a member of the Economic Action Council and of the Digital Economy Council. He has been a contributor to numerous national initiatives and policy task forces. In addition, he currently serves as the Pro-Chancellor, Universiti Teknologi Malaysia (UTM). Mr Jamaludin’s commercial experience includes being the Group CEO, Axiata Group (2008–2020), the CEO of Maxis Communications (199 8–2007), the Managing Director, DEC Malaysia (1993– 1997) and having acted in a variety of roles at IBM Malaysia (1981–1993) including in systems engineering, sales, and management. He began his career as a Lecturer at California State University, Chico (1980). Mr Jamaludin’s services to industry have been recognised both in Malaysia and abroad, having received the GSMA (Global Telecom Associations) Chairman ’s Award (2015) and receiving an Honorary Doctorate in Management, Universiti Sains Malaysia (2024). OTHER CURRENT DIRECTORSHIPS Seek Limited (July 2023 – present) AirAsia Group Bhd (March 2026 – present) FORMER DIRECTORSHIPS Sunway Berhad Limited (March 2021 – February 2024) SPECIAL RESPONSIBILITIES Member of the Remuneration and Nomination Committee INTERESTS IN SHARES AND OPTIONS Jamaludin holds 17,777 fully paid ordinary shares in NEXTDC Limited. DR GREGORY J CLARK AC JENNIFER LAMBERT Non-Executive Director (from April 2014 to 13 November 2025) EXPERIENCE AND EXPERTISE Dr Gregory J Clark AC is a world-renowned technologist, businessman and scientist with extensive corporate and Board experience in Australia, the USA and Europe. Dr Clark brings to the Board international business experience and a distinguished career in micro-electronics, computing and communications. He was previously Principal of Clark Capital Partners, a US based firm that has advised internationally on technology and the technology marketplace. During his career, Dr Clark also held senior executive roles at IBM, News Corporation and Loral Space and Communications. At IBM he was a senior scientist in their Research Division in NY. At News Corporation, he was President of Technology and on the Executive Committee with responsibility for all technical aspects of digital media creation and delivery. Dr Clark was responsible for News Corporation’s transformation of its media assets from an analogue platform into a digital platform for both program creation and delivery. In addition, he was responsible for all technology companies within News Corporation. He was President and Chief Operating Officer at Loral Space and Communications, the world’s largest commercial satellite manufacturer and one of the largest operators, with responsibility for all development, manufacturing, marketing and sales. While at News Corporation and Loral Space and Communications, Dr Clark was Chairman and/or on the Board of a number of wholly owned subsidiaries including NDS, Globalstar, SatMex, Skynet, Loral Space Systems, Kesmai, Etak and others. Dr Clark is an Honorary Professor at the Australian National University and a Fellow of the Australian Academy of Science, a Fellow of the Academy of Technology and Engineering and a Fellow of the American Physical Society. INTERESTS IN SHARES AND OPTIONS Gregory held 61,039 fully paid ordinary shares in NEXTDC Limited at the time of his departure. Non-Executive Director ( from 1 October 2019 to 13 November 2025) EXPERIENCE AND EXPERTISE Ms Jennifer Lambert has extensive business and leadership experience at the senior executive and board levels with more than 25 years of financial management and accounting experience. Currently, Ms Lambert is a Non- Executive Director of BlueScope Steel Limited, REA Group Limited and Investa Property Group, and Chairs each of their Audit Committees. Ms Lambert is also a non-executive director of a not for profit entity. Ms Lambert was the Group Chief Financial Officer of 151 Property (formerly Valad Property Group) for 13 years where her responsibilities included operational and strategic finance, tax, treasury, legal and compliance. Prior to this, Ms Lambert was a direct or at PricewaterhouseCoopers specialising in capital raisings, structuring and due diligence for acquisitions and disposals across various industries. Jennifer holds a Bachelor of Business (Accounting and Finance) from the University of Technology Sydney and Master of Economics from Macquarie University. Her professional associations include membership in The Chartered Accountants Australia New Zealand a nd a Fellow of the Australian Institute of Company Directors (FAICD). INTERESTS IN SHARES AND OPTIONS Jennifer held 34,763 fully paid ordinary shares in NEXTDC Limited at the time of her departure. NEXTDC FY26 Annual Report 28 For personal use only
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DR GREGORY J CLARK AC JENNIFER LAMBERT Non-Executive Director (from April 2014 to 13 November 2025) EXPERIENCE AND EXPERTISE Dr Gregory J Clark AC is a world-renowned technologist, businessman and scientist with extensive corporate and Board experience in Australia, the USA and Europe. Dr Clark brings to the Board international business experience and a distinguished career in micro-electronics, computing and communications. He was previously Principal of Clark Capital Partners, a US based firm that has advised internationally on technology and the technology marketplace. During his career, Dr Clark also held senior executive roles at IBM, News Corporation and Loral Space and Communications. At IBM he was a senior scientist in their Research Division in NY. At News Corporation, he was President of Technology and on the Executive Committee with responsibility for all technical aspects of digital media creation and delivery. Dr Clark was responsible for News Corporation’s transformation of its media assets from an analogue platform into a digital platform for both program creation and delivery. In addition, he was responsible for all technology companies within News Corporation. He was President and Chief Operating Officer at Loral Space and Communications, the world’s largest commercial satellite manufacturer and one of the largest operators, with responsibility for all development, manufacturing, marketing and sales. While at News Corporation and Loral Space and Communications, Dr Clark was Chairman and/or on the Board of a number of wholly owned subsidiaries including NDS, Globalstar, SatMex, Skynet, Loral Space Systems, Kesmai, Etak and others. Dr Clark is an Honorary Professor at the Australian National University and a Fellow of the Australian Academy of Science, a Fellow of the Academy of Technology and Engineering and a Fellow of the American Physical Society. INTERESTS IN SHARES AND OPTIONS Gregory held 61,039 fully paid ordinary shares in NEXTDC Limited at the time of his departure. Non-Executive Director ( from 1 October 2019 to 13 November 2025) EXPERIENCE AND EXPERTISE Ms Jennifer Lambert has extensive business and leadership experience at the senior executive and board levels with more than 25 years of financial management and accounting experience. Currently, Ms Lambert is a Non- Executive Director of BlueScope Steel Limited, REA Group Limited and Investa Property Group, and Chairs each of their Audit Committees. Ms Lambert is also a non-executive director of a not for profit entity. Ms Lambert was the Group Chief Financial Officer of 151 Property (formerly Valad Property Group) for 13 years where her responsibilities included operational and strategic finance, tax, treasury, legal and compliance. Prior to this, Ms Lambert was a direct or at PricewaterhouseCoopers specialising in capital raisings, structuring and due diligence for acquisitions and disposals across various industries. Jennifer holds a Bachelor of Business (Accounting and Finance) from the University of Technology Sydney and Master of Economics from Macquarie University. Her professional associations include membership in The Chartered Accountants Australia New Zealand a nd a Fellow of the Australian Institute of Company Directors (FAICD). INTERESTS IN SHARES AND OPTIONS Jennifer held 34,763 fully paid ordinary shares in NEXTDC Limited at the time of her departure. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 29 For personal use only
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MICHAEL HELMER Company Secretary and Chief Risk Officer (since February 2015) Mr Michael Helmer has over 30 years’ experience in the legal sector and has previously served as Director of Legal Services (Asia Pacific) for global software maker Symantec. Before that, Michael was based in London at specialist technology firm Field Fisher Waterhouse. Michael has he ld senior legal roles in Barclays, Coles Myer and was General Counsel at European online shopping site shopsmart.com as well as Australian anti-malware maker PC Tools. Michael is a seasoned strategic advisor with deep knowledge of the legal and compliance environments in which technology and ecommerce businesses operate. His work is particularly focussed on their corporate and operating environments, ecommerce, security and compliance requirements as well as technology and IP law, M&A and capital raising. Michael has obtained a Bachelor of Laws, Bachelor of Science (Monash) and is admitted as a legal practitioner in Australia as well as in England and Wales. Michael is a member of the Association of Corporate Counsel and has served as their Victorian Presid ent (ACLA) as well as a member of its National Board. Michael holds a Certificate in Governance Practice and is a Fellow of the Governance Institute of Australia (FGIA). He is also a member of the Australian Institute of Company Directors and a graduate of their Company Directors course (GAICD). Meetings of Directors The number of meetings of the Company's Board of Directors and of each board committee held during the year and the number of meetings attended by each director is as follows: Meetings of Committees Full meetings of Directors Audit and Risk Committee Remuneration and Nomination Committee Investment Committee A B A B A B A B Douglas Flynn 12 12 N/A N/A 5 5 7 7 Craig Scroggie 12 12 N/A N/A N/A N/A 7 7 Stuart Davis 12 12 1 1 5 5 6 6 Stephen Smith 10 12 N/A N/A N/A N/A 7 7 Dr Eileen Doyle 12 12 7 7 N/A N/A N/A N/A Maria Leftakis 12 12 7 7 5 5 N/A N/A Deborah Page AM 10 10 5 5 N/A N/A N/A N/A Jamaludin Ibrahim 9 10 N/A N/A 2 2 N/A N/A Dr Gregory J Clark AC* 3 3 N/A N/A N/A N/A 2 2 Jennifer Lambert* 3 3 2 2 N/A N/A N/A N/A *Resigned 13 November 2025 A = Number of meetings attended B = Number of meetings held during the time the Director held office or was a member of the committee during the period N/A = Not applicable. Not a member of the relevant Committee NEXTDC FY26 Annual Report 30 For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 31 For personal use only
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This report sets out the remuneration arrangements for NEXTDC’s Directors and other Key Management Personnel (KMP) for the year ended 30 June 2026 (FY26). It is prepared in accordance with section 300A of the Corporations Act 2001 (Corporations Act) and has been audited as required by section 308(3C) of the Corporations Act. This report is divided into the following sections: Page 1. Message from the Chair of the Remuneration and Nomination Committee 33 2. The Persons covered by this Report 35 3. Overview of Remuneration Governance Framework 35 3.1. Senior Executive Remuneration (SER) Policy 36 3.2. Senior Executive Remuneration Benchmarks 37 3.3. Senior Executive Remuneration Mix 37 3.4. Response to the ‘first strike’ against the FY25 Remuneration Report 38 3.5. Senior Executive Remuneration and Performance 40 3.6. Variable Remuneration – Short Term Incentive (STI) Plan 41 3.7. Variable Remuneration – Long Term Incentive (LTI) Plan 43 3.8. Variable Remuneration – Growth Incentive Plan (GIP) 46 3.9. Risk Management and Clawback Provisions 49 4. STI and LTI Performance outcomes for FY26 49 4.1. STI Vesting Outcomes 49 4.2. LTI Vesting Outcomes 51 5. Employment terms for Directors and Senior Executives 52 5.1. Non-Executive Directors 52 5.2. Senior Executives 53 6. Statutory Remuneration 53 6.1. Senior Executive Remuneration 53 6.2. Non-Executive Director Remuneration 55 6.3. Changes in Securities Held Due to Remuneration 56 6.4. Director and Senior Executive Shareholdings 61 6.5. Remuneration Received (Non-statutory) 62 NEXTDC FY26 Annual Report 32 Remuneration Report – AuditedFor personal use only
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1. MESSAGE FROM THE CHAIR OF THE REMUNERATION AND NOMINATION COMMITTEE NEXTDC’s Remuneration Report details how its executive remuneration outcomes are linked to both its corporate and individuals’ performance for the 2026 financial year. The report details our remuneration policy for FY26 and the alignment between executive remuneration and shareholder outcomes. In FY26, NEXTDC achieved a number of key performance milestones: The Remuneration and Nomination Committee ( ‘the Committee’) continue s to direct the Company’s remuneration practi ces and monitors industry market conditions to ensure alignment with strategic objectives. The Board is committed to ongoing and proactive investor engagement, maintaining continuous dialogue with shareholders and other stakeholders to ensure their feedback is heard and incorporated into the Board's decision-making. While significant engagement was conducted by the Committee in the lead-up to the 2025 Annual General Meeting (AGM), the Company received its first ‘strike’ against the FY25 Remuneration Report, with 71.88% of votes cast against the resolution, following the introduction of a new incentive plan and exercise of Board discretion. The Board has since engaged extensively with shareholders and proxy advisors to understand their concerns and provide its response to them in this report. The rapid rise of AI has transformed this sector, positioning data centres as essential infrastructure, at a time of record capital growth, and driving intense demand for scarce executive talent. NEXTDC’s capital expenditure for FY26 alone was $3.4 billion with the Group delivering record net revenue of $ 405.0 million (up 16%), underlying EBITDA of $248.8 million (up 15%), and transformational pro forma contracted utilisation of 740.1MW2 (up 202% from FY25). This growth is intensifying competition for our senior leadership team, making the retention of top talent a key priority for NEXTDC. In response to these pressures, NEXTDC announced in February 2025 a one-off fully at-risk Growth Incentive Plan (GIP) for the CEO, the executive leadership team, and a select group of approximately 40 senior managers , under which value is only realised if challenging stretch performance targets are met. As disclosed in the 2025 Notice of Annual General Meeting, the Board had also exercised its discretion to vest 50% of the four- year tranche of the FY22 long -term incentive ( LTI) award, notwithstanding that the relative TSR hurdle was not met. This reflected the Board's assessment that external factors outside management's control had distorted the share price at the point of measurement and did not reflect the Company's strong underlying performance. The Board considers this to be a one-off exercise of discretion and does not intend for it to become a recurring practice. The Board remains committed to the robust use of relative TSR as a core performance measure under our LTI framework. The Board has carefully considered all feedback from shareholders and proxy advisors. The feedback, together with the Board’s responses, is disclosed in detail in section 3.4 of this report. While broader feedback indicates continued support for NEXTDC's core remuneration framework, the Board acknowledges the validity of shareholders’ concerns, including its approach to Board discretion and ensuring that remuneration decisions such as the significance of the GIP are brought to shareholders for approval in a timely manner. The Board remains committed to meeting shareholder expectations on governance and transparency and retaining talent critical to delivering long-term shareholder value. 1 Net revenue represents total revenue less direct costs 2Represents pro forma increase in contracted utilisation from 244.8MW at 30 June 2025 to pro forma contracted utilisation of 740.1MW as disclosed on 21 July 2026 3 Reflects a cash balance of $876 million, undrawn debt of $4,800 million, and undrawn hybrid securities of $700 million, together with the $2,300 million in newly established debt facilities (see ASX Announcement dated 10 July 2026) Net revenue1 $405.0M ▲ $54.8M (16%) Underlying EBITDA $248.8M ▲ $32.1M (15%) Operating cashflow $99.9M ▼ $122.8M (55%) Pro forma liquidity3 $8.7B Capital expenditure $3,397M Contracted utilisation2 740.1MW ▲ 495.3MW (202%) Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 33 For personal use only
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FY26 Senior Executive remuneration To ensure the remuneration framework remains fit -for-purpose for the next phase of the Company’s strategic growth, the Committee undertook a review of the existing Senior Executive remuneration in FY25 , with input from external advisors including benchmarking against Domestic Industry Peer s and Market Capitalisation Peer s. The review considered several factors, including the trajectory of the Company’s growth, current and future strategic priorities, scarcity of key executive talent and the appropriateness of the current framework. Following the review, the Board approved a 7% increase in fixed remuneration for Senior Executives (including the CEO ) effective 1 July 2025, with no changes to the maximum opportunity percentages for STI and LTI . Key outcomes in relation to the Senior Executive’s STI and LTI for FY26 are as follows: 97% of the FY26 STI opportunity was awarded, strictly in line with performance against this year's criteria (see section 4.1), including achievement of rigorous stretch targets for the financial component (Underlying EBITDA and net revenue) of the STI scorecard. The three-year FY23 LTI tranche vested at 85.18%, reflecting performance above base but below stretch target. The four-year FY22 LTI tranche fell below target; the Board exercised its discretion to vest 50% of the rights to reflect appropriate business performance, with the balance lapsing (see section 4.2). FY26 Non-Executive Director remuneration In line with the Non-Executive Director Remuneration Policy, the Committee conducted its annual review of Non-Executive Director fees during FY26 . The review was informed by independent benchmarking against ASX -listed companies of similar size and a Domestic Industry Peer Group, alongside consideration of market conditions, Company growth, strategic objectives, and the geographical spread of the Group. As a result of the review, the fee s for the Board Chair , Non-Executive Directors, Committee Chairs and Committee Members were increased by 5% with effect from 1 January 2026. Looking forward – Senior Executive remuneration in FY27 As part of the review of Senior Executive remuneration undertaken by the Committee during FY26 to ensure the remuneration framework continues to be fit for purpose and considering the challenges outlined above, NEXTDC’s strategic priorities and other considerations outlined in section 3.2, an increase to fixed remuneration was considered for FY27. The review evaluated input from external advisors, including benchmarking against Domestic Industry Peers and Market Capitalisation Peers. As a result, the Board has approved a 5% increase in fixed remuneration for Senior Executives, including the CEO, effective 1 July 2026. This increase takes into account inflation and is broadly in line with increases applied across both the company and the broader market. The increase is considered modest and appropriate in the context of the growing complexity of the Group’s operations and strategic growth ambitions and the competitive landscape for executive talent, ensuring that we continue to attract and retain high-calibre individuals. The Committee further determined to hold the maximum opportunity percentages for STI and LTI at levels consistent with FY26, recognising also the introduction of the one-off GIP in FY25. Further, and as part of the Board’s ongoing evolution of KMP remuneration, it is the intention of the Board to implement individualised FY27 STI targets for the CEO and KMPs, in addition to the existing Group measures, with the aim of further and more closely aligning individual performance and areas of responsibility with NEXTDC’s key strategic areas of focus. The Committee and I are looking forward to further engaging with our shareholders and will be listening carefully to your comments and observations concerning our remuneration policies and practices. Stuart Davis Chairman – Remuneration and Nomination Committee NEXTDC FY26 Annual Report 34 For personal use only
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2. THE PERSONS COVERED BY THIS REPORT Key Management Personnel (“KMP”) include Non-Executive Directors and Senior Executives. The term “Senior Executives” refers to the CEO and those executives with authority and responsibility for planning, directing and controlling the activities of the Company and the Group, directly or indirectly. TABLE 1: KEY MANAGEMENT PERSONNEL NON-EXECUTIVE DIRECTORS Name Position Douglas Flynn Non-Executive Chairman since 30 April 2014 Member of the Remuneration and Nomination Committee Member of the Investment Committee Stuart Davis Non-Executive Director Chair of the Remuneration and Nomination Committee Member of the Investment Committee (appointed 1 September 2025) Member of the Audit and Risk Committee (resigned 31 August 2025) Stephen Smith Non-Executive Director Chair of the Investment Committee Dr Eileen Doyle Non-Executive Director Member of the Audit and Risk Committee Maria Leftakis Non-Executive Director Member of the Audit and Risk Committee Member of the Remuneration and Nomination Committee Deborah Page AM Non-Executive Director (appointed 1 November 2025) Chair of the Audit and Risk Committee (appointed 14 November 2025) Jamaludin Ibrahim Non-Executive Director (appointed 1 November 2025) Member of the Remuneration and Nomination Committee (appointed 16 December 2025) Dr Gregory J Clark AC Non-Executive Director (resigned 13 November 2025) Member of the Investment Committee (resigned 13 November 2025) Jennifer Lambert Non-Executive Director (resigned 13 November 2025) Chair of the Audit and Risk Committee (resigned 13 November 2025) SENIOR EXECUTIVES Name Position Craig Scroggie Chief Executive Officer, Managing Director Simon Cooper Group Chief Development Officer (formerly Chief Operating Officer) Oskar Tomaszewski Chief Financial Officer David Dzienciol Chief Customer and Commercial Officer 3. OVERVIEW OF REMUNERATION GOVERNANCE FRAMEWORK Our mission is to be the leading customer-centric data centre services company, delivering solutions that power, secure and connect enterprise. NEXTDC’s remuneration policy is designed to attract and retain key talent by incentivising and rewarding Senior Executives for achieving growth outperformance that creates sustainable shareholder value over the long term and by building a culture where employees thrive. Growth is underpinned by the overarching objectives of building market-leading sales performance, long-term and competitive customer contracts, hosting the country’s largest independent ecosystem of carriers, cloud and IT service providers, expanding its operations to new markets and enabling its customers to source and connect with suppliers and partners in an integrated hybrid cloud environment. Our remuneration framework, applicable to the 2026 financial year, is outlined and summarised below. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 35 For personal use only
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3.1 Senior Executive Remuneration (SER) Policy The Senior Executive Remuneration Policy applies to Senior Executives who are defined as: The Chief Executive Officer who is accountable to the Board for the Company’s performance and long-term planning; Heads of Business Units, or those with key functional roles, or essential expertise, that report directly to the Chief Executive Officer; Other executive roles classified as KMP under the Corporations Act; and Other roles or individuals nominated by the Board from time to time. FIGURE 1: REMUNERATION GOVERNANCE FRAMEWORK The SER policy details how executive remuneration is structured, benchmarked and adjusted in response to changes in the circumstances of the Company. NEXTDC’s Senior Executives Total Remuneration Package (TRP) includes the following components: FIGURE 2: TOTAL FY26 REMUNERATION (IF MAXIMUM INCENTIVE PAYMENTS ARE RECEIVED)1 1 These figures do not take into account the one-off fully at-risk FY25 GIP award as described in section 3.8 of the Remuneration Report. BOARD Approves the overall remuneration policy and ensures it is competitive, fair and aligned with the long-term interests of the Company and shareholders Approves Senior Executives and other key management personnel remuneration Assesses Company performance and determines STI and LTI outcomes for Senior Executives REMUNERATION AND NOMINATION COMMITTEE The Remuneration and Nomination Committee is delegated responsibility by the Board to make recommendations on: The remuneration policies and framework Non-Executive Director remuneration Remuneration for Senior Executives and other key management personnel The extent of the Senior Executives’ achievements against performance targets and the remuneration outcomes Executive incentive arrangements CONSULTATION WITH SHAREHOLDERS AND OTHER STAKEHOLDERS REMUNERATION CONSULTANTS AND OTHER EXTERNAL ADVISORS The Remuneration and Nomination Committee may appoint and engage independent advisors directly in relation to Executive remuneration matters. These advisors: Review and provide recommendations on appropriateness of Senior Executive remuneration Provide independent information in relation to remuneration decisions Advice or recommendations provided are used to assist the Board. Remuneration decisions are undertaken through the Board and Remuneration and Nomination Committee process. Benchmarking data was provided by Sodali & Co in FY24 and FY25 to review Senior Executive and Non- Executive Director remuneration. No remuneration recommendations as defined in Section 9B of the Corporations Act 2001 were made. The Board is satisfied that any benchmarking data provided by Sodali & Co was made free from undue influence from any of the KMP. MANAGEMENT Provides information relevant to remuneration decision and makes recommendations to the Remuneration and Nomination Committee Base Salary Package includes superannuation, non-monetary benefits, and any applicable fringe benefits tax. Set with reference to domestic and international industry benchmarks. Purpose: STI provides a reward for performance against annual objectives Opportunity: Maximum = 150% of Base Salary Performance metrics: • Underlying EBITDA: 40% • Net Revenue: 35% • Major Project Delivery: 15% • ESG Metrics: 10% Gateway: Underlying EBITDA (95% of the midpoint of guidance) and no breaches of Code of Conduct. Purpose: LTI provides a securities-based reward for performance against indicators of long-term shareholder value creation Opportunity: Maximum = 200% of Base Salary for the CEO and 150% of Base Salary for Other Senior Executives 50% paid in cash 50% deferred for one year (cash or shares) Base Salary Package (CEO - 22%) (Other Senior Executives - 25%) Short Term Incentive (STI) Plan (CEO – 33.5% at risk) (Other Senior Executives - 37.5% at risk) Long Term Incentive (LTI) Plan (CEO – 44.5% at risk) (Other Senior Executives – 37.5% at risk) 50% Performance Rights vest after 3 years 33.4% Restricted Rights vest after 5 years Year 1 Year 2 Year 3 Year 4 Year 5 50% Performance Rights Performance conditions: Rights vest based on relativity to the TSR of the ASX100 Accumulation Index. Gateway: Positive TSR 50% Restricted Rights Performance conditions: • Positive TSR • Behavioural assessment • Service 33.3% Restricted rights vest after 3 years 50% Performance Rights vest after 4 years 33.3% Restricted Rights vest after 4 years 3.2 Senior Executive Remuneration Benchmarks When considering executive remuneration, the Committee frequently has reference to domestic and international industry benchmarks relevant to its market sector, growth and value as well as unlisted competitors, general market conditions and the individual’s role and performance. Factors specific to the data centre industry are also evaluated to ensure a high degree of alignment with strategic goals and to foster high retention rates in the leadership team and in the business more broadly. The Committee continues to be mindful of strong and ongoing competitive pressures for top talent in the sector both internationally and locally. The Committee’s considerations include the following fundamentals in setting executive remuneration packages: The individual’s skillsets and contribution to long-term net revenue and Underlying EBITDA growth; Their contribution to the delivery of key strategic goals and milestones; Their contribution to key measures of operational excellence including those relating to the running of the business, the Company’s strategic initiatives, and safety and cultural values; Their relevant industry knowledge, experience and connections; Listed and unlisted domestic and international comparators with whom NEXTDC must compete for talent; and Prevailing economic conditions. As outlined in the Chairman’s comments, during FY25, the Committee undertook a review of the Senior Executive remuneration framework, with input from external advisors including benchmarking against a Domestic Industry Peer Group and Market Capitalisation Peer Group. The Domestic Industry Peer Group comprises 10 companies operating in a similar industry to NEXTDC, whereas the Market Capitalisation Peer Group comprises the 20 companies above and 10 companies below NEXTDC in terms of market capitalisation (when the group was designed) in the S&P/ASX 100 index. The review considered the above factors as well as the appropriateness of the current remuneration framework in meeting industry opportunities and risks. Following this review, the Board approved a 7% increase in fixed remuneration for Senior Executives (including the CEO) for FY26. The increase in fixed remuneration was considered modest in view of the continuing increase in complexity of the business and the competition for talent in the sector and remained at the lower to midpoint of peers based on market capitalisation. The Committee’s view is that the nature of the business and its local and international customer base, relationships and competitors are such that its TRP levels should continue to be assessed against both domestic and international listed and unlisted remuneration benchmarks. The Board acknowledges the strike received at the FY25 Annual General Meeting in relation to the Remuneration Report, and following shareholder engagement considers the current remuneration structure remains fit for purpose. 3.3 Senior Executive Remuneration Mix The Senior Executive remuneration mix refers to the proportion of remuneration that can be achieved as fixed versus any variable “at risk” remuneration component. Assuming performance is at a level at which incentives pay out in full, approximately 78% and 75% of the TRP remuneration received is performance related, for the CEO and Senior Executives respectively. The graph below sets out the remuneration mix if maximum incentive payments are received for the CEO and other Senior Executives for FY26. FIGURE 3: FY26 POTENTIAL REMUNERATION MIX CEO REMUNERATION MIX FIXED (22%) AT RISK (78%) Fixed Remuneration (22%) STI (17%) Deferred STI (17%) LTI – 3 Year (18.5%) LTI – 4 Year (18.5%) LTI – 5 Year (7%) SENIOR EXECUTIVE REMUNERATION MIX FIXED (25%) AT RISK (75%) Fixed Remuneration (25%) STI (19%) Deferred STI (19%) LTI – 3 Year (15.5%) LTI – 4 Year (15.5%) LTI – 5 Year (6%) NEXTDC FY26 Annual Report 36 For personal use only
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3.2 Senior Executive Remuneration Benchmarks When considering executive remuneration, the Committee frequently has reference to domestic and international industry benchmarks relevant to its market sector, growth and value as well as unlisted competitors, general market conditions and the individual’s role and performance. Factors specific to the data centre industry are also evaluated to ensure a high degree of alignment with strategic goals and to foster high retention rates in the leadership team and in the business more broadly. The Committee continues to be mindful of strong and ongoing competitive pressures for top talent in the sector both internationally and locally. The Committee’s considerations include the following fundamentals in setting executive remuneration packages: The individual’s skillsets and contribution to long-term net revenue and Underlying EBITDA growth; Their contribution to the delivery of key strategic goals and milestones; Their contribution to key measures of operational excellence including those relating to the running of the business, the Company’s strategic initiatives, and safety and cultural values; Their relevant industry knowledge, experience and connections; Listed and unlisted domestic and international comparators with whom NEXTDC must compete for talent; and Prevailing economic conditions. As outlined in the Chairman’s comments, during FY25, the Committee undertook a review of the Senior Executive remuneration framework, with input from external advisors including benchmarking against a Domestic Industry Peer Group and Market Capitalisation Peer Group. The Domestic Industry Peer Group comprises 10 companies operating in a similar industry to NEXTDC, whereas the Market Capitalisation Peer Group comprises the 20 companies above and 10 companies below NEXTDC in terms of market capitalisation (when the group was designed) in the S&P/ASX 100 index. The review considered the above factors as well as the appropriateness of the current remuneration framework in meeting industry opportunities and risks. Following this review, the Board approved a 7% increase in fixed remuneration for Senior Executives (including the CEO) for FY26. The increase in fixed remuneration was considered modest in view of the continuing increase in complexity of the business and the competition for talent in the sector and remained at the lower to midpoint of peers based on market capitalisation. The Committee’s view is that the nature of the business and its local and international customer base, relationships and competitors are such that its TRP levels should continue to be assessed against both domestic and international listed and unlisted remuneration benchmarks. The Board acknowledges the strike received at the FY25 Annual General Meeting in relation to the Remuneration Report, and following shareholder engagement considers the current remuneration structure remains fit for purpose. 3.3 Senior Executive Remuneration Mix The Senior Executive remuneration mix refers to the proportion of remuneration that can be achieved as fixed versus any variable “at risk” remuneration component. Assuming performance is at a level at which incentives pay out in full, approximately 78% and 75% of the TRP remuneration received is performance related, for the CEO and Senior Executives respectively. The graph below sets out the remuneration mix if maximum incentive payments are received for the CEO and other Senior Executives for FY26. FIGURE 3: FY26 POTENTIAL REMUNERATION MIX CEO REMUNERATION MIX FIXED (22%) AT RISK (78%) Fixed Remuneration (22%) STI (17%) Deferred STI (17%) LTI – 3 Year (18.5%) LTI – 4 Year (18.5%) LTI – 5 Year (7%) SENIOR EXECUTIVE REMUNERATION MIX FIXED (25%) AT RISK (75%) Fixed Remuneration (25%) STI (19%) Deferred STI (19%) LTI – 3 Year (15.5%) LTI – 4 Year (15.5%) LTI – 5 Year (6%) Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 37 For personal use only
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3.4 Response to the ‘first strike’ against the FY25 Remuneration Report Following the strike at the 2025 AGM, the Board conducted extensive engagement with shareholders and proxy advisors to ensure their feedback was heard and incorporated into the Board's decision- making on a continuous basis. The Board welcomes ongoing dialogue with shareholders and remains committed to ensuring the remuneration framework appropriately balances talent retention imperatives with stakeholder expectations. Following these engagements, the key areas of concern have been summarised below together with the Board’s detailed response to each: Shareholder and Proxy Advisor Feedback NEXTDC Response Growth Incentive Plan (GIP) The significant quantum of the GIP award, which was not put to shareholders for approval. Concerns were also raised over the exclusion of GIP costs from Underlying EBITDA, perceived as shielding management from the expense associated with this large one-off incentive. An unprecedented industrial shift A new industrial age is underway. AI is driving capital investment at historically unprecedented levels with annual global expenditure expected to run in the trillions of dollars for the foreseeable future. Data centres are the essential foundation of this infrastructure build, and capital growth in the sector is at record levels. NEXTDC is at the centre of this shift. Capital expenditure for FY26 alone was $3.4 billion, and the Group continues to evaluate capital partnership structures across its development portfolio, including S4 and S7. As the sector scales, ownership is migrating to private equity and non-public structures, where conventional ASX-listed remuneration frameworks are no longer competitive. Competitive market for AI leadership talent Australia has become one of the most contested data centre markets globally, attracting significant new entrants alongside the aggressive expansion of incumbent players. The talent required to execute at this scale — technically complex, capital- intensive, high execution-risk — is rare, and demand for it is intensifying. NEXTDC's CEO has built and retained a world-class senior team with a proven track record spanning more than ten years. That team is now a prime target. Over the past two years, senior leaders and managers have been approached with offers representing multi ples of their current remuneration packages. In a market increasingly dominated by private capital, ASX -listed structures are no longer competitive on their own. Business imperative to retain top leadership The Board identified an escalating retention risk that, if left unaddressed, would have proven detrimental to achieving the Company's growth strategy. In the eighteen months prior to the GIP's introduction, approximately 12% of NEXTDC's management team had been poached as new data centre operators entered the market, looking to attract these niche skillsets. The GIP was a direct and necessary response, extended to the CEO, the executive leadership team, and a select group of approximately 40 senior managers , to address the growing disparity between ASX -listed remuneration and what is available in private global data centre markets. The Board assessed a range of alternatives, including options and embedding the award within the existing LTI, before concluding that the GIP was the structure best aligned to performance and long-term shareholder value creation. GIP Timing The Board originally intended to table the GIP at the 2024 AGM. The complexity of finalising terms, metrics, tax, and legal considerations made that timing impractical. Faced with ongoing and urgent retention risks , the Board determined it was in shareholders' best interests to act , announcing the GIP alongside the Company's 2025 half-year results on 24 February 2025. Awards were granted on 15 April 2025. Deferring to the 2025 AGM or calling an EGM was considered and rejected , as neither was tenable given the timing pressures and the need to secure and motivate the management team without delay. The Board acknowledges that some shareholders would have preferred the opportunity to vote on the CEO's award and did not take this decision lightly. Prior to announcing the GIP, the Board conducted extensive shareholder engagement. Shareholders broadly understood the competitive pressures and the strategic necessity of retaining the leadership team to execute the Company's Shareholder and Proxy Advisor Feedback NEXTDC Response growth objectives. Following the first strike at the FY25 AGM, the Board has re - engaged with shareholders and proxy advisors to listen and gather further feedback. Exclusion of GIP costs While the GIP is measured and expensed over a five- year period, it is considered one-off in nature, given the Board does not have plans to provide a similar offer in the future. As such, the annual cost in relation to the GIP is excluded from Underlying EBITDA, in order to preserve the baseline Underlying EBITDA, such that it remains on a consistent basis following the end of the GIP vesting period. Board Discretion The Board’s decision to exercise its discretion to award 50% vesting of the four-year tranche of the FY22 LTI, despite the relative TSR hurdle not being achieved, is considered inconsistent with good governance practice. NEXTDC's share price outperformed the ASX Accumulation Index for the majority of calendar year 2024, with the relative TSR hurdle on track to be met. However, three systemic external events, outside of management's control, exerted significant downward pressure on NEXTDC's share price at the point of measurement: • DeepSeek (January 2025): Media coverage of DeepSeek's lower -cost AI developments triggered a broad selloff across global data centre and AI infrastructure stocks, including NEXTDC. • Microsoft data centre pullback (March 2025): Reported pullback by Microsoft from planned data centre investment created further negative sentiment across the sector, compounding the share price decline. • Elevated short interest: A significant increase in short selling, representing more than 8% of the Company's issued share capital , exerted sustained downward pressure on the share price through to the release of the FY25 annual financial results. Short interest presently remains at approximately 8% of issued capital. As disclosed in the CEO’s letter in the 2025 Annual Report and separately noted by analysts, management has positioned the Company to “… more than double revenue and EBITDA in the next few years…” As set out in the LTI plan rules, Board discretion will generally only be applied when the vesting that would otherwise apply is considered by the Board to be inappropriate, and when it would not align with shareholder returns. It is the Board’s view that on this occasion, it would have been inappropriate for management to receive zero vesting for strong performance and where shareholder value has been created. It ha d therefore approved the vesting of 50% of the four - year tranche of the FY22 LTI. The Board has not previously exercised positive discretion over the LTI and does not intend to in the future. It is satisfied that at this stage, relative TSR remains an appropriate measure for the performance rights moving forward. Long Term Incentive (LTI) 50% of the LTI grant is delivered via restricted rights, with vesting subject to a positive TSR gateway, continued employment and behavioural assessment which is considered misaligned with Australian investor expectations and market practice. T hese rights are considered more akin to fixed rather than variable remuneration, with concerns compounded by the CEO’s consecutive fixed remuneration and maximum LTI opportunity increases. As mentioned, given the level of activity in the Australian data centre market and with the entry of new large industry players , demand for experienced talent in the data centre industry is high. Given the requirement for significant ongoing capital expenditure to meet the pace and scale of NEXTDC’s data centre developments, the range of financial, return and project metrics that may otherwise be considered for LTI are not appropriate at this stage of the Company’s lifecycle. The Board firmly believes that restricted rights form an important reward and retention system which, while not necessarily aligned with Australian market practice, is considered commonplace across the private global data centre market, including competitors and new entrants looking to poach NEXTDC talent. The Board considered a range of alternate reward approaches and continues to reassess whether the restricted rights remain an appropriate mechanism for rewarding and retaining senior management, and at this point, the Board does not intend to make any changes to the current LTI scheme. Remuneration Increases Consecutive increases to fixed remuneration and/or incentive opportunities for senior executives, including the CEO, over the past few Informed by annual benchmarking analysis of senior executive remuneration, the fixed remuneration increases over the past few years reflect the growing scale and complexity of executives’ responsibilities, as NEXTD C continues to undergo significant expansion in its strategic and operational scope. It recognises that our executives are operating in a capital-intensive, high-risk environment in which AI is intensifying both the scale and urgency of customer requirements and where NEXTDC FY26 Annual Report 38 For personal use only
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Shareholder and Proxy Advisor Feedback NEXTDC Response growth objectives. Following the first strike at the FY25 AGM, the Board has re - engaged with shareholders and proxy advisors to listen and gather further feedback. Exclusion of GIP costs While the GIP is measured and expensed over a five- year period, it is considered one-off in nature, given the Board does not have plans to provide a similar offer in the future. As such, the annual cost in relation to the GIP is excluded from Underlying EBITDA, in order to preserve the baseline Underlying EBITDA, such that it remains on a consistent basis following the end of the GIP vesting period. Board Discretion The Board’s decision to exercise its discretion to award 50% vesting of the four-year tranche of the FY22 LTI, despite the relative TSR hurdle not being achieved, is considered inconsistent with good governance practice. NEXTDC's share price outperformed the ASX Accumulation Index for the majority of calendar year 2024, with the relative TSR hurdle on track to be met. However, three systemic external events, outside of management's control, exerted significant downward pressure on NEXTDC's share price at the point of measurement: • DeepSeek (January 2025): Media coverage of DeepSeek's lower -cost AI developments triggered a broad selloff across global data centre and AI infrastructure stocks, including NEXTDC. • Microsoft data centre pullback (March 2025): Reported pullback by Microsoft from planned data centre investment created further negative sentiment across the sector, compounding the share price decline. • Elevated short interest: A significant increase in short selling, representing more than 8% of the Company's issued share capital , exerted sustained downward pressure on the share price through to the release of the FY25 annual financial results. Short interest presently remains at approximately 8% of issued capital. As disclosed in the CEO’s letter in the 2025 Annual Report and separately noted by analysts, management has positioned the Company to “… more than double revenue and EBITDA in the next few years…” As set out in the LTI plan rules, Board discretion will generally only be applied when the vesting that would otherwise apply is considered by the Board to be inappropriate, and when it would not align with shareholder returns. It is the Board’s view that on this occasion, it would have been inappropriate for management to receive zero vesting for strong performance and where shareholder value has been created. It ha d therefore approved the vesting of 50% of the four - year tranche of the FY22 LTI. The Board has not previously exercised positive discretion over the LTI and does not intend to in the future. It is satisfied that at this stage, relative TSR remains an appropriate measure for the performance rights moving forward. Long Term Incentive (LTI) 50% of the LTI grant is delivered via restricted rights, with vesting subject to a positive TSR gateway, continued employment and behavioural assessment which is considered misaligned with Australian investor expectations and market practice. T hese rights are considered more akin to fixed rather than variable remuneration, with concerns compounded by the CEO’s consecutive fixed remuneration and maximum LTI opportunity increases. As mentioned, given the level of activity in the Australian data centre market and with the entry of new large industry players , demand for experienced talent in the data centre industry is high. Given the requirement for significant ongoing capital expenditure to meet the pace and scale of NEXTDC’s data centre developments, the range of financial, return and project metrics that may otherwise be considered for LTI are not appropriate at this stage of the Company’s lifecycle. The Board firmly believes that restricted rights form an important reward and retention system which, while not necessarily aligned with Australian market practice, is considered commonplace across the private global data centre market, including competitors and new entrants looking to poach NEXTDC talent. The Board considered a range of alternate reward approaches and continues to reassess whether the restricted rights remain an appropriate mechanism for rewarding and retaining senior management, and at this point, the Board does not intend to make any changes to the current LTI scheme. Remuneration Increases Consecutive increases to fixed remuneration and/or incentive opportunities for senior executives, including the CEO, over the past few Informed by annual benchmarking analysis of senior executive remuneration, the fixed remuneration increases over the past few years reflect the growing scale and complexity of executives’ responsibilities, as NEXTD C continues to undergo significant expansion in its strategic and operational scope. It recognises that our executives are operating in a capital-intensive, high-risk environment in which AI is intensifying both the scale and urgency of customer requirements and where Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 39 For personal use only
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Shareholder and Proxy Advisor Feedback NEXTDC Response years. The Board's approval of a series of remuneration increases following its FY25 review, comprising a 10% increase in fixed remuneration for senior executives (effective 1 July 2024), an increase in STI opportunity from up to 100% to up to 150% of fixed remuneration, and an increase in the CEO's LTI opportunity from 150% to 200% of fixed remuneration. successful operational execution will materially transform the Company and its value. For most executive KMP, the modest increase of 7% in FY26 resulted in fixed pay levels r emaining at the lower to midpoint of peer benchmarks based on market capitalisation. The CEO’s FY26 fixed pay was positioned more competitively around the 60th percentile, recognising his demonstrable success in creating shareholder value by leading the execution of NEXTDC’s strategy and strong operational performance since 2012 , being instrumental in growing the Company into Australia’s leading Data-Centre-as-a-Service provider. Overall, t he increases sought to ensure that NEXTDC remains competitive in attracting and retaining high-calibre leaders to continue executing on our transformational growth, after delivering an unprecedented increase in NEXTDC’s contracted utilisation in FY26. The maximum opportunity percentages for STI and LTI have been held at current levels for FY26, with the Committee recognising that the introduction of the one-off GIP provides sufficient additional incentive for the period ahead. 3.5 Senior Executive Remuneration and Performance The Board has determined that significant remuneration opportunities should continue to be contingent on realising outperformance of the Company’s ongoing financial and operational objectives. The Committee is disclosing further detail in relation to how incentive outcomes were determined in FY26 to ensure shareholders gain an appropriate level of insight into the key strategic and project milestones set for Senior Executives remuneration. The Committee is aiming to set these to ensure NEXTDC’s executives continue to be focused on developing and growing its first-class data centre business, customer success and expanding its national and international network of data centres . These remain the key drivers for shareholder value creation and continue to be the cornerstones of our incentive program. See below for Senior Executive remuneration and performance assessed relative to NEXTDC’s compound growth performance over the past five years: TABLE 2: HISTORICAL COMPANY PERFORMANCE 1Includes the $128.8 million fair value gain on investment properties in FY26 2FY24 and FY26 represents pro forma contracted utilisation per ASX Announcements of 6 August 2024 and 21 July 2026 3Closing share price as at 30 June ▲ 13% ▲ 10% Net revenue ($M) Underlying EBITDA ($M) Net profit/(loss) before tax ($M) 1 ▲ 73% ▲ 8% ▲ 23% Contracted utilisation (MW) 2 Share price ($) 3 Market capitalis ation ($M)3 247.5 279.4 307.9 350.2 405.0 FY22 FY23 FY24 FY25 FY26 169.0 193.7 204.3 216.7 248.8 FY22 FY23 FY24 FY25 FY26 (1.7) (19.6) (36.3) (58.7) 28.5 FY22 FY23 FY24 FY25 FY26 83.0 122.2 172.6 244.8 740.1 FY22 FY23 FY24 FY25 FY26 10.64 12.58 17.63 14.50 14.58 0.00 5.00 10.00 15.00 20.00 FY22 FY23 FY24 FY25 FY26 4,859 6,474 10,587 9,286 11,074 FY22 FY23 FY24 FY25 FY26 3.6 Variable remuneration – Short Term Incentive (STI) Plan The Committee recognises that NEXTDC is a capital -intensive business that requires significant ongoing investment for infrastructure to be built prior to generating income from customer contracts. With NEXTDC operating in a high-growth industry, the Company needs to continu e to expand its infrastructure investment to keep pace with customer demand. It is on this basis that the Board and Committee place emphasis on net revenue and Underlying EBITDA generation as well as delivery of projects and maintaining strong operational performance when incentivising Senior Executives. The composition of performance metrics comprising the FY26 STI program is as follows: FIGURE 4: FY26 STI PERFORMANCE METRICS FINANCIAL YEAR 2026 STI PLAN The purpose of the STI Plan is to provide an incentive for Senior Executives to achieve against the Company’s strategic objectives by delivering or exceeding on annual business plan requirements to ensure sustainable superior returns for shareholders. Key terms of the FY26 STI Plan are detailed below. Feature Description Opportunity Subject to the achievement of the Gateway, participants may achieve up to a stretch (maximum) award of 150% of their Base Salary Package. Gateway In order to qualify for any award under the FY26 STI incentive program, Underlying EBITDA achieved in FY26 must be at least 95% of the midpoint value of the initial guidance range given for Underlying EBITDA performance in that year. In FY26 that gateway was set at $223.25m. No STI is to be awarded to any individual acting in breach of the Company’s Code of Conduct. Measurement period The Company’s financial year i.e., from 1 July 2025 to 30 June 2026. Performance metrics In FY26 the below Company Key Performance Indicators (KPIs) were selected as being the most relevant drivers for improving financial performance and growth in shareholder value. Metric Weighting Reason for selection Underlying EBITDA Up to 40% Indicates the Company’s underlying profitability , a measure best suited to its stage of development: • 50% achieved at bottom end of initial guidance range ($230m) • 100% achieved at top end of initial guidance range ($240m) • A linear progression to be applied between the limits. Net Revenue Up to 35% Indicates the Company’s level of incremental growth in new business for the period, an essential criterion in assessing NEXTDC’s financial and operational performance: • 50% achieved at bottom end of initial guidance range ($390m) • 100% achieved at top end of initial guidance range ($400m) • A linear progression to be applied between the limits. 40% 35% 15% 10% Underlying EBITDA Net Revenue Major Project Delivery ESG Metrics NEXTDC FY26 Annual Report 40 For personal use only
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3.6 Variable remuneration – Short Term Incentive (STI) Plan The Committee recognises that NEXTDC is a capital -intensive business that requires significant ongoing investment for infrastructure to be built prior to generating income from customer contracts. With NEXTDC operating in a high-growth industry, the Company needs to continu e to expand its infrastructure investment to keep pace with customer demand. It is on this basis that the Board and Committee place emphasis on net revenue and Underlying EBITDA generation as well as delivery of projects and maintaining strong operational performance when incentivising Senior Executives. The composition of performance metrics comprising the FY26 STI program is as follows: FIGURE 4: FY26 STI PERFORMANCE METRICS FINANCIAL YEAR 2026 STI PLAN The purpose of the STI Plan is to provide an incentive for Senior Executives to achieve against the Company’s strategic objectives by delivering or exceeding on annual business plan requirements to ensure sustainable superior returns for shareholders. Key terms of the FY26 STI Plan are detailed below. Feature Description Opportunity Subject to the achievement of the Gateway, participants may achieve up to a stretch (maximum) award of 150% of their Base Salary Package. Gateway In order to qualify for any award under the FY26 STI incentive program, Underlying EBITDA achieved in FY26 must be at least 95% of the midpoint value of the initial guidance range given for Underlying EBITDA performance in that year. In FY26 that gateway was set at $223.25m. No STI is to be awarded to any individual acting in breach of the Company’s Code of Conduct. Measurement period The Company’s financial year i.e., from 1 July 2025 to 30 June 2026. Performance metrics In FY26 the below Company Key Performance Indicators (KPIs) were selected as being the most relevant drivers for improving financial performance and growth in shareholder value. Metric Weighting Reason for selection Underlying EBITDA Up to 40% Indicates the Company’s underlying profitability , a measure best suited to its stage of development: • 50% achieved at bottom end of initial guidance range ($230m) • 100% achieved at top end of initial guidance range ($240m) • A linear progression to be applied between the limits. Net Revenue Up to 35% Indicates the Company’s level of incremental growth in new business for the period, an essential criterion in assessing NEXTDC’s financial and operational performance: • 50% achieved at bottom end of initial guidance range ($390m) • 100% achieved at top end of initial guidance range ($400m) • A linear progression to be applied between the limits. 40% 35% 15% 10% Underlying EBITDA Net Revenue Major Project Delivery ESG Metrics Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 41 For personal use only
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Feature Description Major Project Delivery Up to 15% This component is for agreed major projects and clear, definable outcomes that drive future growth in capabilities, revenue, and earnings. Projects are mostly identified at or prior to the beginning of the financial year but may also be added as the financial year progresses. Projects may complete within the year or flow into the following year. In applying measures against performance, the time and cost will be that approved in the original approved project submission. These may be modified as to scope, time and costs in subsequent approved Board submissions. In calculating the award, weight ing was to be given to each of the major projects as indicated in Figure 5 below. ESG Metrics Up to 10% This component is for key ESG & operational metrics that affect environmental and service level standards expressed in data centre energy efficiency as well as measures relating to the health and safety of our employees and visitors. In calculating the award, weight ing was given to each performance component as indicated in Figure 6 below. Delivery of STI Payments will be in cash unless otherwise determined by the Board and will normally be paid in September following the Measurement Period subject to the deferral of 50% of the final STI payment, which may be delivered in cash or by grant of rights to acquire fully paid ordinary shares at the election of the participant. Deferring 50% of the awarded STI for a period of 12 months helps deliver sustained performance over the medium term and facilitates the exercise of malus provisions should the Board determine to exercise its discretion. Board discretion If the Company’s overall performance during the Measurement Period is substantially lower than expectations and has resulted in a significant loss to shareholders’ value, the Board may abandon the STI Plan for the Measurement Period or adjust STI payouts. Malus/ Clawback Provisions The Board retains the ability to reduce or apply malus/clawback to awards where the participant has acted fraudulently or dishonestly or is in material breach of their obligations to the Company; where the Company becomes aware of material misstatements or omissions in the financial statements of the Company; where the Company is required by or entitled under law or Company policy to reclaim remuneration; or where any circumstances occur that the Board determines to have resulted in an unfair benefit to the recipient. FIGURE 5: FY26 STI POTENTIAL – MAJOR PROJECT DELIVERY 20% 25% 25% 30% Major Project 1 (20%): S3 – Customer Order Phase 3 acceptance achieved (Q2FY26) Major Project 2 (25%): M2 – Customer Order Phase 4 acceptance achieved (Q2FY26) Major Project 3 (25%): M3 – Customer Order Phase 1 acceptance achieved (Q4FY26) Major Project 4 (30%): KL1 – Customer Order initial site acceptance achieved (Q4FY26) FIGURE 6: FY26 STI POTENTIAL – ESG METRICS As mentioned above, and as part of the Board’ s ongoing evolution of KMP remuneration, it is its intention to implement FY27 STI targets individualised for the CEO and KMPs, in addition to the existing Group measures with the aim of further and more closely aligning individual performance and areas of responsibility with NEXTDC’s key strategic areas of focus 3.7 Variable remuneration – Long Term Incentive (LTI) Plan The aim of the LTI Plan is to provide an incentive for Senior Executives to help achieve the Company’s strategic objectives and to deliver outperformance that is sustainable and aligned with shareholder interests. It also acts as a retention mechanism to maintain a stable team of high performing executives. The current LTI Plan is the NEXTDC Limited Equity Incentive Plan (EIP). The Committee recognises that continual review is required to ensure the program remains in step with the Company’s rapid growth, and in line with trends, both of ASX market peers, listed and unlisted domestic and international competitors. The Board considers that relative TSR continues to be the most appropriate measure of alignment between executives’ interests and shareholder value, and therefore half of the award remains subject to the same relative TSR conditions over the three and four year tranches (the Performance Rights). In order to ensure the retention of key executives, the vesting period for the other half of the awards has been determined to be three, four and five years, each with an equal tranche, and subject to the Senior Executive remaining employed by the C ompany, underpinned by a positive absolute TSR condition and behavioural assessment (the Restricted Rights). Feature Description Opportunity/ Allocation Maximum LTI value was set at 200% and 150% of Base Salary Packages for the CEO and Senior Executives respectively. The LTI grant of Rights is calculated by applying the following formula: Number of Performance Rights = Base Package x Maximum LTI% ÷ Right Value NB: The Right Value is the volume weighted average share price of Shares over the 10 trading days following the release of the Company’s FY25 results. The “Maximum LTI %” recognises that the stretch level of Rights will vest when stretch performance is achieved. 40% 30% 30% WH&S metric (40%): NOE Safety, Security & Assurance tasks >85% (50%) actioned and resolved and >90% of site safety leadership inspections per executive (50%) PUE metric (30%): PUE of <1.4 for all facilities which may exclude i) facilities that have become live during the measurement period; and ii) hyperscale capacity where actual customer load remains below 80% of that delivered. Team training (30%): 95% completion of all team training programs focussed on diversity, inclusion, safety and social impact NEXTDC FY26 Annual Report 42 For personal use only
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FIGURE 6: FY26 STI POTENTIAL – ESG METRICS As mentioned above, and as part of the Board’ s ongoing evolution of KMP remuneration, it is its intention to implement FY27 STI targets individualised for the CEO and KMPs, in addition to the existing Group measures with the aim of further and more closely aligning individual performance and areas of responsibility with NEXTDC’s key strategic areas of focus 3.7 Variable remuneration – Long Term Incentive (LTI) Plan The aim of the LTI Plan is to provide an incentive for Senior Executives to help achieve the Company’s strategic objectives and to deliver outperformance that is sustainable and aligned with shareholder interests. It also acts as a retention mechanism to maintain a stable team of high performing executives. The current LTI Plan is the NEXTDC Limited Equity Incentive Plan (EIP). The Committee recognises that continual review is required to ensure the program remains in step with the Company’s rapid growth, and in line with trends, both of ASX market peers, listed and unlisted domestic and international competitors. The Board considers that relative TSR continues to be the most appropriate measure of alignment between executives’ interests and shareholder value, and therefore half of the award remains subject to the same relative TSR conditions over the three and four year tranches (the Performance Rights). In order to ensure the retention of key executives, the vesting period for the other half of the awards has been determined to be three, four and five years, each with an equal tranche, and subject to the Senior Executive remaining employed by the C ompany, underpinned by a positive absolute TSR condition and behavioural assessment (the Restricted Rights). Feature Description Opportunity/ Allocation Maximum LTI value was set at 200% and 150% of Base Salary Packages for the CEO and Senior Executives respectively. The LTI grant of Rights is calculated by applying the following formula: Number of Performance Rights = Base Package x Maximum LTI% ÷ Right Value NB: The Right Value is the volume weighted average share price of Shares over the 10 trading days following the release of the Company’s FY25 results. The “Maximum LTI %” recognises that the stretch level of Rights will vest when stretch performance is achieved. 40% 30% 30% WH&S metric (40%): NOE Safety, Security & Assurance tasks >85% (50%) actioned and resolved and >90% of site safety leadership inspections per executive (50%) PUE metric (30%): PUE of <1.4 for all facilities which may exclude i) facilities that have become live during the measurement period; and ii) hyperscale capacity where actual customer load remains below 80% of that delivered. Team training (30%): 95% completion of all team training programs focussed on diversity, inclusion, safety and social impact Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 43 For personal use only
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Feature Description Measurement period The measurement period for the LTI award includes tranches which vest after the 3rd, 4th and 5th years. For FY26 , the LTI award comprises 50% Performance Rights and 50% Restricted Rights, allocated as follows: Performance Rights • Tranche 1 ( 50% of the Performance Rights), which will be tested after three years and be eligible to vest at that time; and • Tranche 2 ( 50% of the Performance Rights), which will be tested after four years and be eligible to vest at that time. Restricted Rights • Tranche 1 (33.3% of the Restricted Rights), which will be tested after three years and be eligible to vest at that time; • Tranche 2 (33.3% of the Restricted Rights), which will be tested after four years and be eligible to vest at that time; and • Tranche 3 (33.4% of the Restricted Rights), which will be tested after five years and be eligible to vest at that time. In all cases, performance is measured over a period commencing from the end of the day of the release of the Company’s full year results (for this award it is the release of the FY2 5 results) to the end of the day of the release of its results for the relevant year (in this case, it is FY28, FY29 and FY30). No component will be subject to re-testing. Performance conditions Performance Rights Vesting of each tranche of the Performance Rights award is subject to two performance conditions: 1. Gateway Hurdle Vesting of the Performance Rights is subject to an initial gateway hurdle of NEXTDC achieving positive total shareholder return (TSR) over the relevant measurement period for that tranche. If this gateway hurdle is not met, the Performance Rights under the EIP automatically lapse even if the TSR Hurdle (described below) is achieved. 2. TSR Hurdle In addition to the Gateway Hurdle, vesting under the EIP is subject to a relative TSR performance condition. The TSR Hurdle is determined by ranking NEXTDC’s TSR over the measurement period for the relevant tranche, relative to the TSR of companies in the ASX 100 Accumulation Index ( Index). Vesting of the Performance Rights under the EIP will be determined by reference to the following vesting schedule: NEXTDC’s TSR over the Measurement Period Percentage of Rights that vest Less than TSR of Index Nil At TSR of Index 25% Between TSR of Index and TSR of Index + 5% Pro rata vesting from 25% to 100% on a straight-line basis TSR of Index + 5% or greater 100% The scale requires that the Company deliver a TSR to s hareholders that is at least as good as the overall market (as indicated by the TSR of the Index over the measurement period) before any vesting may occur. Full vesting does not become available until the TSR of the Company reaches the TSR of the Index over the measurement period plus 5% p.a. This would, in the view of the Board, represent an outstanding outcome for shareholders. Restricted Rights Vesting of each tranche of the Restricted Rights award is subject to the following conditions: 1. Service Vesting of Restricted Rights is subject to the Senior Executive remaining employed with NEXTDC at the end of the Measurement Period of each relevant tranche. 2. Underpinning conditions Vesting of the Restricted Rights is also subject to the following underpinning conditions: • Positive TSR for the Measurement Period; and Behavioural assessment based on Board discretion, ensuring the Senior Executive has not acted in breach of the Company’s Code of Conduct. NEXTDC FY26 Annual Report 44 For personal use only
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Feature Description Reason for selection TSR was selected as it recognises the total returns (share price movement and dividends assuming they are reinvested into Company shares) that accrue to shareholders over the Measurement Period. This measure creates the most direct alignment between shareholder return and rewards realised by Senior Executives. The measurement period for assessing TSR performance is aligned with the release of results to ensure that the share price upon which TSR is determined at the start and end of the measurement period reflects an informed market. Market adjusted TSR was selected to ensure that participants do not receive windfall gains from broad market movements unrelated to the performance of the Senior Executives. The positive TSR gate ensures that Senior Executives cannot benefit from the LTI Plan when shareholders have lost value over the Measurement Period. Vesting commences upon NEXTDC’s TSR matching the Index TSR, with full vesting occurring once NEXTDC’s TSR exceeds the Index TSR by 5% compound annual growth over the measurement period. This hurdle has been determined with regard for the historic performance of the ASX 100 Accumulation Index whereby 5% compound annual growth or greater represents upper quartile performance. This would, in the Board’s view, represent an outstanding outcome for the Company. Exercise of vested Rights Upon vesting the Board will determine the extent to which their value will be delivered in Shares and/or cash. The Board will also determine whether Shares will be issued or acquired for participants via the Employee Share Trust (EST) and if the EST is used, whether new issues or on- market purchases of Shares will be undertaken by the trustee of the EST. No amount is payable by participants to exercise vested Rights. Forfeiture and termination In the event of cessation of employment due to dismissal for cause, all unvested Rights are forfeited. In the event of cessation of employment due to resignation, all unvested Rights are forfeited unless otherwise determined by the Board. In the event of cessation of employment due to death, total and permanent disability or redundancy, unvested Rights will continue on-foot and be subject to the original terms as though employment had not ceased, unless the Board determines otherwise. In any other circumstances , the Board has discretion to determine how the unvested Rights will be treated upon cessation of employment with the Company. Board discretion The Board retains discretion to modify vesting outcomes. Rights that do not vest will lapse. Board discretion to vary vesting will generally only be applied when the vesting that would otherwise apply is considered by the Board to be inappropriate, and when it would not align with shareholder returns. Change of Control In circumstances where there is a likely change in the control of NEXTDC, the Board has discretion to determine the level of vesting (if any) having regard to the portion of the measurement period elapsed, performance to date against performance conditions and any other factors it considers appropriate. If an actual change in the control of the Company occurs before the Board can exercise this discretion, unvested Rights will vest and become exercisable in proportion to the Company's performance against the TSR Hurdle up to the date of the change of control. Malus/Claw back Provisions The Board retains the ability to reduce or apply malus/ clawback to awards where the participant has acted fraudulently or dishonestly or is in material breach of their obligations to the Company; or where the Company becomes aware of material misstatements or omissions in the financial statements of the Company; or any circumstances occur that the Board determines to have resulted in an unfair benefit to the recipient. Hedging The Company prohibits the hedging of Rights and Restricted Shares by Participants. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 45 For personal use only
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3.8 Variable remuneration – Growth Incentive Plan (GIP) In February 2025, NEXTDC announced the implementation of a one-off fully at-risk Growth Incentive Plan (GIP) for the Chief Executive Officer, executive leadership team, and a select group of senior management, to drive and reward growth outperformance and sustainable shareholder value creation. The GIP was introduced in the context of significant and ongoing retention risks for its Senior Executives and broader employees, against the backdrop of intensifying global competition for talent in the data centre sector. As the capital flows into the sector accelerate, NEXTDC continues to experience recruiting pressures for its high-calibre employees from international and privately-owned technology and data centre peers, listed competitors and hyperscalers. In response to accelerating pressure, the Board has progressively evolved the executive remuneration framework to ensure it remains fit-for-purpose, seeking to appropriately address the needs of the business in a rapidly evolving industry as well as stakeholder expectations on remuneration in an ASX-listed company. The GIP was introduced as a necessary step in the evolution of the Company’s remuneration and people strategy and to drive NEXTDC’s strong growth trajectory and address immediate talent risks. Importantly, the GIP achieves further long-term alignment between NEXTDC’s executives and shareholders by rewarding management only for delivering significant outperformance in shareholder value creation, whilst providing a reward that is competitive with private equity structures and international norms for data centres. The GIP has been offered to a broad group of high- performing individuals as a one-of f award, fostering a strong ‘one-team’ mindset in the execution of NEXTDC’s growth strategy over the next five years. The fully at-risk design of the award ensures that any value realised by participants is a small portion of shareholder value created, and only if challenging performance targets are met. Feature Description Purpose of GIP Award To create a reward structure to incentivise management towards delivery of growth outperformance and sustainable shareholder value creation such that the structure is competitive with private equity structures and with international norms for data centres globally. Form of GIP Award One-off grant of conditional rights ( GIP Rights ) to the CEO and a select group of senior management. Each GIP Right will vest and become exercisable subject to the satisfaction of certain conditions measured over the performance period (as below). On exercise, each vested GIP Right generally entitles the participant to receive one fully paid ordinary share in the Company (Share). The Company is using GIP Rights for the GIP because they align the interests of the participant with Shareholders, but do not provide the participant with the full benefits of share ownership (such as dividend and voting rights) unless the GIP Rights vest and are exercised. The CEO’s vested and exercised GIP Rights will be satisfied with Shares acquired on-market. Quantum of GIP Award GIP Rights with an aggregate face value of $150 million have been offered to the CEO and a select group of senior management, allocated one-third to the CEO, and two-thirds to remaining participants. The number of GIP Rights offered under the GIP to each participant was calculated by dividing their maximum award value by the volume weighted average price ( VWAP) of Shares traded on the ASX over the 10 trading days following the release of the Company’s 1H2025 results, rounded down to the nearest whole number (Commencement Price). Amount payable for GIP Rights The GIP award forms part of the CEO’s and Senior Executives’ remuneration, and, for that reason, no amount will be payable by the participants on grant, vesting or exercise of the GIP Rights. GIP performance period GIP Rights will become eligible to vest after a performance period of approximately five years. Performance is measured from the release of 1H2025 results in February 2025 to shortly after the release of the 1H2030 results in February 2030 (Performance Period). No component will be subject to re-testing. Feature Description GIP performance conditions The GIP Rights will vest and become exercisable subject to the following conditions: 1. Absolute TSR Hurdle Vesting of the GIP Rights is subject to NEXTDC achieving a Compound Annual Growth Rate (CAGR) for Total Shareholder Return (TSR) over the Performance Period as follows: NEXTDC’s TSR CAGR over the Measurement Period Percentage of GIP Rights that vest CAGR less than 12.5% p.a Nil CAGR equal to 12.5% p.a 40% CAGR between 12.5% p.a and 15.0% p.a Pro rata vesting on a straight-line basis CAGR equal to 15.0% p.a 80% CAGR between 15.0% p.a and 17.5% p.a Pro rata vesting on a straight-line basis CAGR of 17.5% p.a or greater 100% TSR is defined as share price growth plus dividends paid and reinvested on the ex -dividend date (adjusted for rights, bonus issues and any capital reconstructions or as otherwise considered by the Board or Remuneration Committee to be appropriate). The opening share price used for calculating TSR will be the Commencement Price. The closing share price used for calculating TSR will be the 10-day VWAP following the release of the Company’s 1H2030 results. 2. Behavioural assessment Vesting of GIP Rights is subject to a behavioural assessment, including assessment of compliance with the Company’s Code of Conduct and regard to how performance was achieved and the financial soundness of the Group. 3. Continued service Vesting of GIP Rights is also subject to the participant remaining in employment with NEXTDC (and not having provided notice of their intention to cease employment) at the time of vesting. Vesting and exercise of GIP Rights At the end of the Performance Period, the Board will determine if and to what extent the performance conditions have been satisfied and the number of GIP Rights that will vest and become exercisable. The Board will test the performance conditions as soon as practicable following the end of the Performance Period (i.e. shortly after the release of the 1H2030 results in February 2030), with the closing share price for TSR being based on the 10- day VWAP following the release of the Company’s 1H2030 results as outlined above. Any GIP Rights that do not vest when they are tested will immediately lapse. Upon vesting, each participant is entitled to exercise the GIP Rights (at no cost), subject to the timing requirements outlined below. On exercise, the GIP Rights will be settled in Shares or, at the Board’s discretion, with an equivalent cash payment. It is intended that vested and exercised GIP Rights would be satisfied mainly in the form of Shares. Any vested GIP Rights that remain on foot and are not exercised within 8 years of the grant date (the expiry date), will be automatically exercised on behalf of the CEO or Other Executives. Exercise following vesting of GIP Rights Members of the scheme are encouraged to hold rather than immediately sell their Shares and participants will be subject to timing requirements for exercise of their vested GIP Rights: • participants may only exercise up to 25% of their vested GIP Rights (i.e., 25% based on the number of GIP Rights which vested at the end of Performance Period) each quarter for the 4 quarters immediately following the Performance Period (Smoothing Period); and • participants may exercise vested GIP Rights at their discretion after the end of the Smoothing Period. Cessation of employment If the participant ceases employment because of death, total and permanent disability or redundancy, their unvested GIP Rights will continue on-foot and be subject to the original terms as though they had not ceased employment, unless the Board determines otherwise. In any other circumstances, unvested GIP Rights will lapse upon cessation of the participant’s employment with NEXTDC, unless the Board determines otherwise. NEXTDC FY26 Annual Report 46 For personal use only
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Feature Description GIP performance conditions The GIP Rights will vest and become exercisable subject to the following conditions: 1. Absolute TSR Hurdle Vesting of the GIP Rights is subject to NEXTDC achieving a Compound Annual Growth Rate (CAGR) for Total Shareholder Return (TSR) over the Performance Period as follows: NEXTDC’s TSR CAGR over the Measurement Period Percentage of GIP Rights that vest CAGR less than 12.5% p.a Nil CAGR equal to 12.5% p.a 40% CAGR between 12.5% p.a and 15.0% p.a Pro rata vesting on a straight-line basis CAGR equal to 15.0% p.a 80% CAGR between 15.0% p.a and 17.5% p.a Pro rata vesting on a straight-line basis CAGR of 17.5% p.a or greater 100% TSR is defined as share price growth plus dividends paid and reinvested on the ex -dividend date (adjusted for rights, bonus issues and any capital reconstructions or as otherwise considered by the Board or Remuneration Committee to be appropriate). The opening share price used for calculating TSR will be the Commencement Price. The closing share price used for calculating TSR will be the 10-day VWAP following the release of the Company’s 1H2030 results. 2. Behavioural assessment Vesting of GIP Rights is subject to a behavioural assessment, including assessment of compliance with the Company’s Code of Conduct and regard to how performance was achieved and the financial soundness of the Group. 3. Continued service Vesting of GIP Rights is also subject to the participant remaining in employment with NEXTDC (and not having provided notice of their intention to cease employment) at the time of vesting. Vesting and exercise of GIP Rights At the end of the Performance Period, the Board will determine if and to what extent the performance conditions have been satisfied and the number of GIP Rights that will vest and become exercisable. The Board will test the performance conditions as soon as practicable following the end of the Performance Period (i.e. shortly after the release of the 1H2030 results in February 2030), with the closing share price for TSR being based on the 10- day VWAP following the release of the Company’s 1H2030 results as outlined above. Any GIP Rights that do not vest when they are tested will immediately lapse. Upon vesting, each participant is entitled to exercise the GIP Rights (at no cost), subject to the timing requirements outlined below. On exercise, the GIP Rights will be settled in Shares or, at the Board’s discretion, with an equivalent cash payment. It is intended that vested and exercised GIP Rights would be satisfied mainly in the form of Shares. Any vested GIP Rights that remain on foot and are not exercised within 8 years of the grant date (the expiry date), will be automatically exercised on behalf of the CEO or Other Executives. Exercise following vesting of GIP Rights Members of the scheme are encouraged to hold rather than immediately sell their Shares and participants will be subject to timing requirements for exercise of their vested GIP Rights: • participants may only exercise up to 25% of their vested GIP Rights (i.e., 25% based on the number of GIP Rights which vested at the end of Performance Period) each quarter for the 4 quarters immediately following the Performance Period (Smoothing Period); and • participants may exercise vested GIP Rights at their discretion after the end of the Smoothing Period. Cessation of employment If the participant ceases employment because of death, total and permanent disability or redundancy, their unvested GIP Rights will continue on-foot and be subject to the original terms as though they had not ceased employment, unless the Board determines otherwise. In any other circumstances, unvested GIP Rights will lapse upon cessation of the participant’s employment with NEXTDC, unless the Board determines otherwise. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 47 For personal use only
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Feature Description Change of control In circumstances where there is change in the control of NEXTDC (or the Board determines that there is likely to be a change in the control of NEXTDC): • if the Company is on track to achieve the 12.5% p.a. TSR gateway (including any uplift associated with the control premium received; and measured to the current date), then: o at a minimum, vesting of GIP Rights will occur based on the portion of the performance period elapsed; and o in respect of the remaining (unvested) GIP Rights, the Board will have discretion to determine whether they vest or lapse; and • if the Company is not on track to achieve the 12.5% p.a. TSR gateway (including any uplift associated with the control premium received; and measured to the current date), then the Board will have discretion to determine whether the GIP Rights vest or lapse. Dividend and voting entitlements Participants do not have any dividend or voting entitlements prior to vesting and exercise of the GIP Rights. However, on vesting and exercise of the GIP Rights, the participants are entitled to receive a dividend equivalent payment in the form of additional Shares which are equivalent to the value of dividends that they would have received between the grant date and vesting date if they had owned Shares. The number of Shares that the participant will receive will be calculated by dividing the value of dividends which would have been received over that period by the share price on the date of allocation. The Board may alternatively decide to pay this entitlement in cash. Clawback and malus The Board has broad discretion under the EIP to lapse, forfeit or clawback unvested and vested GIP awards in certain circumstances to ensure that no inappropriate benefit is obtained by participants. These circumstances include where a participant acts fraudulently or dishonestly; is in material breach of his or her obligations to NEXTDC; there is a material misstatement in a Group company’s accounts; vesting has been triggered by another person’s misconduct or where NEXTDC is required or entitled under law or NEXTDC policy to reclaim remuneration from the participant. Board discretion Subject to the Listing Rules the Board may amend or waive terms under the EIP or make such adjustments to rights awarded under the Plan as the Board considers appropriate in order to minimise or eliminate any material advantage or disadvantage to participants resulting from a corporate action such as a capital raising or capital reconstruction. NEXTDC FY26 Annual Report 48 For personal use only
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3.9 Risk Management and Clawback Provisions A sound risk management culture is important to NEXTDC. The Company’s STI, LTI and GIP Plans have been designed to protect the Company from the risk of unintended or unjustified pay outcomes by allowing risk factors to be taken into account over long periods and by way of a variety of measures that are considered key to the Company’s success. For example: Basing the STI on a number of performance measures, including initial gateway hurdles before any STI is able to be paid (subject also to malus/clawback provisions), as well as including gateway hurdles in the performance rights plans Deferring a component (50%) of STI to ensure alignment with shareholder value and compliance with NEXTDC’s Code of Conduct and corporate governance Distributing remuneration components across both long and short-term performance-based mechanisms to encourage prudent risk taking in line with the overall objectives of the Company. While formal shareholding requirements are not imposed for Senior Executives, the CEO has a material holding in NEXTDC, holding shares and vested performance rights valued at approximately 5 times base salary at 30 June 2026. Board discretion is applied to the vesting of all STIs, LTIs and the GIP to ensure any proposed awards are aligned with shareholder returns. As noted, the Board also retains the ability to reduce or clawback awards in the event of serious misconduct or a material misstatement in the Company’s financial statements. 4. STI AND LTI PERFORMANCE OUTCOMES FOR FY26 4.1 STI Vesting Outcomes The Senior Executives’ performance against the FY26 STI performance measures – as previously described in section 3. 6 above are as follows. The Committee continues to be of the view that they were highly relevant to the Company’s financial performance and to growing shareholder value. The individual components contributed to the overall composition of the STI award as follows: FIGURE 7: CALCULATION OF STI OUTCOMES Upon review of the above performance criteria set for the FY2 6 STI Program, the Committee has determined that 97% of the FY26 STI opportunity be awarded to the participants. The FY26 STI outcome was determined by the Committee and approved by the Board. This outcome strictly reflects the performance against the performance criteria set out for this year’s program. There has been no further discretion applied to these outcomes. Gateway Test Underlying EBITDA greater than 95% of the midpoint of the initial guidance range (and no breaches of Code of Conduct) Maximum STI Value STI opportunity of up to 150% of Base Performance Measure Underlying EBITDA Net Revenue Major Project Delivery Weighting 40% STI Outcome STI outcome is subject to Board assessment and discretion ESG Metrics 35% 15% 10% Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 49 For personal use only
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4.2 LTI Vesting Outcomes LTI vesting events during FY26 FY23 three-year LTI The measurement period for the first tranche of the FY 23 LTI (three-year FY23 LTI) was between 2 9 August 2022 and 29 August 2025. The vesting condition attached to the three-year FY23 LTI was based on NEXTDC’s TSR over the measurement period, against the relative performance of the S&P / ASX 100 Accumulation Index (Index), with vesting percentages to be determined by the following scale, as outlined in the 30 June 2023 Annual Report: NEXTDC’s TSR over the Measurement Period Percentage of Rights that Vest Less than TSR of Index Nil At TSR of Index 25% Between TSR of Index and TSR of Index + 5% Pro rata vesting from 25% to 100% on a straight-line basis TSR of Index + 5% or greater 100% NEXTDC’s performance over the measurement period was 63.7%, compared to growth of 45.3% in the ASX 100 Accumulation Index. Given performance was above the base target, but did not achieve stretch, pro rata vesting was applied, and it was determined that 85.18% of the LTI rights granted would vest with the remaining LTI rights to lapse in accordance with the terms of the plan. FY22 four-year LTI The measurement period for the second tranche of the FY22 LTI (four-year FY22 LTI) was between 27 August 2021 and 29 August 2025. The vesting condition attached to the four-year FY22 LTI was based on NEXTDC’s TSR over the measurement period, against the relative performance of the S&P / ASX 100 Accumulation Index (Index), with vesting percentages to be determined by the following scale, as outlined in the 30 June 2022 Annual Report: NEXTDC’s TSR over the Measurement Period Percentage of Rights that Vest Less than TSR of Index Nil At TSR of Index 25% Between TSR of Index and TSR of Index + 5% Pro rata vesting from 25% to 100% on a straight-line basis TSR of Index + 5% or greater 100% NEXTDC’s performance over the measurement period was 32.1%, compared to growth of 42.7% in the ASX 100 Accumulation Index. While performance was below base and stretch targets, the Board exercised its discretion and determined that 50% of the LTI rights granted would vest, with the remaining 50% to lapse in accordance with the terms of the plan. The Board’s rationale for exercising its discretion is that f or most of calendar 2024, NEXTDC’s share price performance was tracking above that of the ASX Accumulation Index. In January 2025 and then March 2025 respectively, the media coverage in relation to DeepSeek’s lower cost AI developments and Microsoft’s reported pull -back in data centre investment resulted in a significant drop in NEXTDC’s share price. Further downward pressure on the share price was exerted by a significant increase in shorting representing more than 8% of the Company’s issued share capital, that continued up until the Group’s FY25 annual financial results. The Board considers that these events were outside of management’s control and do not reflect the strong operational and financial performance that was demonstrated with the release of the FY25 annual financial results. As disclosed in the CEO’s letter in the 2025 Annual Report and separately noted by analysts, management has positioned the Company to “…more than double revenue and EBITDA in the next few years…” As set out in the LTIP, Board discretion will generally only be applied when the vesting that would otherwise apply is considered by the Board to be inappropriate, and when it would not align with shareholder returns. It was the Board’s view that on this occasion, it would be inappropriate for management to receive zero vesting for strong performance and where shareholder value has been created. It therefore approved the vesting of 50% of the four -year tranche of the FY22 LTI . The impact is an increase to employee benefits expense of approximately $1 million. The individual components of this assessment were as follows: Type of performance measure and weighting at target KMP Performance measure FY26 performance Level of Achievement (% of Stretch) Financial 75% Underlying EBITDA (40%): This percentage was awarded out of a maximum of 40% and was arrived at on the basis that the Company achieved U nderlying EBITDA of $ 248.8 million against the initial guidance range of $230 million (50%) to $240 million (100%) for this metric set by the Committee. See section 3.6 for more details on its method of calculation including the minimum Underlying EBITDA gateway also set for this metric. $248.8 million 100% Net Revenue (35%): This percentage was out of a maximum award of 35% and was arrived at on the basis that the Company achieved $405.0 million out of the initial guidance range of $390 million (50%) to $400 million (100%) for this metric set by the Committee. See section 3. 6 for details on the method of calculation. $405.0 million 100% Non-Financial 25% Major Project Delivery (15%): Major Project 1 (20%): S3 – Customer Order Phase 3 acceptance achieved (Q2FY26) Achieved 100% Major Project 2 (25%): M2 – Customer Order Phase 4 acceptance achieved (Q2FY26) Achieved 100% Major Project 3 (25%): M3 – Customer Order Phase 1 acceptance achieved (Q4FY26) Achieved 100% Major Project 4 (30%): KL1 – Customer Order initial site acceptance achieved (Q4FY26) Achieved 100% ESG Metrics (10%): WH&S (40%): NOE Safety, Security & Assurance tasks >85% (50%) actioned and resolved, and achieve >90% of site safety leadership inspections per executive ( 4 per executive) (50%) Achieved 100% PUE1: (30%) PUE of <1.4 for all facilities which may exclude i) facilities that have become live during the measurement period; and ii) hyperscale capacity where actual customer load remains below 80% of that delivered Not achieved 0% Team Training (30%): 95% completion of all team training programs focused on diversity, inclusion, safety and social impact Achieved 100% 1 This figure is our internal calculation for the performance of our critical infrastructure under ramped customer load. This metric focuses on the underlying efficiency of NEXTDC’s facilities without the overlay of, as yet, underutilised capacity. The actual PUE achieved was 1.48. NEXTDC FY26 Annual Report 50 For personal use only
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4.2 LTI Vesting Outcomes LTI vesting events during FY26 FY23 three-year LTI The measurement period for the first tranche of the FY 23 LTI (three-year FY23 LTI) was between 2 9 August 2022 and 29 August 2025. The vesting condition attached to the three-year FY23 LTI was based on NEXTDC’s TSR over the measurement period, against the relative performance of the S&P / ASX 100 Accumulation Index (Index), with vesting percentages to be determined by the following scale, as outlined in the 30 June 2023 Annual Report: NEXTDC’s TSR over the Measurement Period Percentage of Rights that Vest Less than TSR of Index Nil At TSR of Index 25% Between TSR of Index and TSR of Index + 5% Pro rata vesting from 25% to 100% on a straight-line basis TSR of Index + 5% or greater 100% NEXTDC’s performance over the measurement period was 63.7%, compared to growth of 45.3% in the ASX 100 Accumulation Index. Given performance was above the base target, but did not achieve stretch, pro rata vesting was applied, and it was determined that 85.18% of the LTI rights granted would vest with the remaining LTI rights to lapse in accordance with the terms of the plan. FY22 four-year LTI The measurement period for the second tranche of the FY22 LTI (four-year FY22 LTI) was between 27 August 2021 and 29 August 2025. The vesting condition attached to the four-year FY22 LTI was based on NEXTDC’s TSR over the measurement period, against the relative performance of the S&P / ASX 100 Accumulation Index (Index), with vesting percentages to be determined by the following scale, as outlined in the 30 June 2022 Annual Report: NEXTDC’s TSR over the Measurement Period Percentage of Rights that Vest Less than TSR of Index Nil At TSR of Index 25% Between TSR of Index and TSR of Index + 5% Pro rata vesting from 25% to 100% on a straight-line basis TSR of Index + 5% or greater 100% NEXTDC’s performance over the measurement period was 32.1%, compared to growth of 42.7% in the ASX 100 Accumulation Index. While performance was below base and stretch targets, the Board exercised its discretion and determined that 50% of the LTI rights granted would vest, with the remaining 50% to lapse in accordance with the terms of the plan. The Board’s rationale for exercising its discretion is that f or most of calendar 2024, NEXTDC’s share price performance was tracking above that of the ASX Accumulation Index. In January 2025 and then March 2025 respectively, the media coverage in relation to DeepSeek’s lower cost AI developments and Microsoft’s reported pull -back in data centre investment resulted in a significant drop in NEXTDC’s share price. Further downward pressure on the share price was exerted by a significant increase in shorting representing more than 8% of the Company’s issued share capital, that continued up until the Group’s FY25 annual financial results. The Board considers that these events were outside of management’s control and do not reflect the strong operational and financial performance that was demonstrated with the release of the FY25 annual financial results. As disclosed in the CEO’s letter in the 2025 Annual Report and separately noted by analysts, management has positioned the Company to “…more than double revenue and EBITDA in the next few years…” As set out in the LTIP, Board discretion will generally only be applied when the vesting that would otherwise apply is considered by the Board to be inappropriate, and when it would not align with shareholder returns. It was the Board’s view that on this occasion, it would be inappropriate for management to receive zero vesting for strong performance and where shareholder value has been created. It therefore approved the vesting of 50% of the four -year tranche of the FY22 LTI . The impact is an increase to employee benefits expense of approximately $1 million. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 51 For personal use only
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As shareholders may be aware, restricted rights for 50% of the LTIP tested over a three, four and five year period, were introduced in 2024 in recognition of the necessity to retain key executives, subject to achieving a positive absolute TSR, a behavioural assessment and continued service. This formed the premise of applying discretion to vest at 50% of the tranche. The Board considered alternative (internal/return) measures, however, concluded that at this stage of the Company’s lifecycle, the increasing capital expenditure makes using return measures challenging, whilst needing to balance reward for performance. The Board has not previously exercised discretion over the LTI and does not expect this to become an annual practice. It is satisfied that at this stage, relative TSR remains an appropriate measure for the performance rights moving forward. LTI vesting events yet to be determined The measurement period for the second tranche of the FY23 LTI (four-year FY23 LTI) is for approximately a four-year period, beginning from the end of trade on the day of release of the FY22 results, and ending upon the end of the day of release of the annual results for FY26. The vesting conditions attached to the four-year FY23 LTI are consistent with the above. The measurement period for the first tranche of the FY24 (three-year FY24 LTI) is for approximately a three-year period, beginning from the end of trade on the day of release of the FY 23 results, and ending upon the end of the day of release of the annual results for FY26. The vesting conditions attached to the three-year FY24 LTI are consistent with the above. Given that vesting for the four-year FY23 LTI and the three-year FY24 LTI is not able to be determined until the end of day of release of the FY26 annual results, the Board will determine vesting following the release of the FY26 Annual Report, with vesting outcomes to be disclosed in the FY27 Annual Report. 5. EMPLOYMENT TERMS FOR DIRECTORS AND SENIOR EXECUTIVES 5.1 Non-Executive Directors Once appointed , all Non -Executive Directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the Board policies and terms, including compensation relevant to the office of the Director. All current Non-Executive Directors carry an initial contract duration of three years (subject to election and re-election by shareholders). The letters of appointment for the Non-Executive Directors do not carry notice period provisions, nor do they provide for any termination benefits. All Directors must retire from office at the third annual general meeting after the Director was last elected and will then be eligible for re-election. Upon cessation of a Director’s appointment, the Director will be paid his or her Director’s fees on a pro- rata basis, to the extent that they are unpaid. The Non-Executive Director Remuneration Policy applies to Non-Executive Directors of the Company in their capacity as Directors and as members of Committees, and may be summarised as follows: Remuneration comprises: – Board fees – Committee fees – Superannuation – Other benefits. Remuneration is managed within the aggregate fee pool of $2,200,000 which was approved by shareholders at the FY24 AGM in November 2024. The Non-Executive Director Remuneration Policy contains guidelines on when the Board should seek adjustment to the aggregate fee pool such as in the case of the appointment of additional Non-Executive Directors. Remuneration should be reviewed annually. Non-Executive Directors are not entitled to termination benefits. The level of Board Fees (being the fees paid for membership of the Board, inclusive of superannuation and exclusive of Committee fees) will be set with reference to the median of comparable ASX-listed companies. Committee fees may be used to recognise additional contributions to the work of the Board by members of Committees, but in a manner that, when combined with Board Fees, will not exceed the 75th percentile of comparable ASX-listed companies. The Company does not currently provide securities as part of Non-Executive Director remuneration. In accordance with the Non-Executive Director Remuneration Policy, during FY26 the Remuneration and Nomination Committee conducted an annual review of Non-Executive Director remuneration. The review was informed by an independent benchmarking exercise with reference to ASX-listed companies of a similar size as well as a Domestic Industry Peer Group. The benchmarking exercise compared NEXTDC to companies that are directly comparable in terms of market capitalisation, with twenty larger and ten smaller than N EXTDC within the ASX 100 index only, as well as five larger and five smaller than NEXTDC within the Domestic Industry Peer Group. In conjunction with the benchmarking exercise, the review also considered other factors such as surrounding market conditions and sentiment, the trajectory of the Company’s growth, strategic objectives, competency and skill set of individuals, scarcity of talent, changes in role complexities and the geographical spread of the Company. NEXTDC FY26 Annual Report 52 For personal use only
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As a result of the review, it was determined that an increase in remuneration for the Board Chair , Non-Executive Directors, Committee Chairs and Committee Members was warranted, with effect from 1 January 2026. The rates of fees excluding superannuation contributions in respect of the 2026 financial year are as follows: TABLE 3: NON-EXECUTIVE DIRECTOR FEE SCHEDULE From January 2025 From January 2026 Board Chair $442,685 per annum $464,819 per annum Non-Executive Director $166,154 per annum $174,462 per annum Audit and Risk Committee Chair $36,199 per annum $38,009 per annum Remuneration and Nomination Committee Chair $36,199 per annum $38,009 per annum Investment Committee Chair $36,199 per annum $38,009 per annum Committee Member $15,385 per annum $16,154 per annum Recommended Non-Executive Director Shareholding Non-Executive Directors are encouraged to accumulate shares on their own behalf, over a three-year period, of equivalent value to their average annual Directors’ fees. 5.2 Senior Executives Remuneration and other terms of employment for the Chief Executive Officer and other key management personnel are also formalised in service agreements. The CEO’s base salary increased by 7% effective 1 July 2025, from $1.68 million in FY25 to $1.79 million in FY26, inclusive of the Company’s commitment to contribute a 0.5% increase in Super Guarantee Contribution (SGC). Since his appointment to the role in 2012, the CEO has overseen the Company’s expansion. Over the last four years, NEXTDC has achieved: NEXTDC is unique among ASX-listed companies due to its high capital-intensity and growth prospects requiring further capital to be invested ahead of demonstrable revenues and profits. Most comparable peers are US-based, as is the more comparable executive talent. The Board considered the Company’s long-term strategy and potential and determined that the CEO’s remuneration remains appropriate in context of the skills and experience necessary to lead NEXTDC. Other major provisions of the agreements relating to service agreements are set out below. TABLE 4: SERVICE AGREEMENTS Name Duration of Contract Notice Period1 Termination Payments2 Craig Scroggie No fixed term 12 months 12 months Simon Cooper No fixed term 6 months 6 months Oskar Tomaszewski No fixed term 6 months 6 months David Dzienciol No fixed term 6 months 6 months 1 Notice Period to be given by employee upon resignation. 2 Base salary payable if the Company terminates employees with notice, and without cause (for example, reasons other than unsatisfactory performance). 6. STATUTORY REMUNERATION 6.1 Senior Executive Remuneration The following table outlines the remuneration received or due to be received by Senior Executives of the Company during the 2026 and 2025 financial years and has been prepared in accordance with the Corporations Act and the relevant accounting standards. The figures provided under the LTI are based on accounting values and do not necessarily reflect actual payments received during the year. Compound annual net revenue growth 13% Compound annual growth in total assets 32% Compound annual market capitalisation growth 23% As shareholders may be aware, restricted rights for 50% of the LTIP tested over a three, four and five year period, were introduced in 2024 in recognition of the necessity to retain key executives, subject to achieving a positive absolute TSR, a behavioural assessment and continued service. This formed the premise of applying discretion to vest at 50% of the tranche. The Board considered alternative (internal/return) measures, however, concluded that at this stage of the Company’s lifecycle, the increasing capital expenditure makes using return measures challenging, whilst needing to balance reward for performance. The Board has not previously exercised discretion over the LTI and does not expect this to become an annual practice. It is satisfied that at this stage, relative TSR remains an appropriate measure for the performance rights moving forward. LTI vesting events yet to be determined The measurement period for the second tranche of the FY23 LTI (four-year FY23 LTI) is for approximately a four-year period, beginning from the end of trade on the day of release of the FY22 results, and ending upon the end of the day of release of the annual results for FY26. The vesting conditions attached to the four-year FY23 LTI are consistent with the above. The measurement period for the first tranche of the FY24 (three-year FY24 LTI) is for approximately a three-year period, beginning from the end of trade on the day of release of the FY 23 results, and ending upon the end of the day of release of the annual results for FY26. The vesting conditions attached to the three-year FY24 LTI are consistent with the above. Given that vesting for the four-year FY23 LTI and the three-year FY24 LTI is not able to be determined until the end of day of release of the FY26 annual results, the Board will determine vesting following the release of the FY26 Annual Report, with vesting outcomes to be disclosed in the FY27 Annual Report. 5. EMPLOYMENT TERMS FOR DIRECTORS AND SENIOR EXECUTIVES 5.1 Non-Executive Directors Once appointed , all Non -Executive Directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the Board policies and terms, including compensation relevant to the office of the Director. All current Non-Executive Directors carry an initial contract duration of three years (subject to election and re-election by shareholders). The letters of appointment for the Non-Executive Directors do not carry notice period provisions, nor do they provide for any termination benefits. All Directors must retire from office at the third annual general meeting after the Director was last elected and will then be eligible for re-election. Upon cessation of a Director’s appointment, the Director will be paid his or her Director’s fees on a pro- rata basis, to the extent that they are unpaid. The Non-Executive Director Remuneration Policy applies to Non-Executive Directors of the Company in their capacity as Directors and as members of Committees, and may be summarised as follows: Remuneration comprises: – Board fees – Committee fees – Superannuation – Other benefits. Remuneration is managed within the aggregate fee pool of $2,200,000 which was approved by shareholders at the FY24 AGM in November 2024. The Non-Executive Director Remuneration Policy contains guidelines on when the Board should seek adjustment to the aggregate fee pool such as in the case of the appointment of additional Non-Executive Directors. Remuneration should be reviewed annually. Non-Executive Directors are not entitled to termination benefits. The level of Board Fees (being the fees paid for membership of the Board, inclusive of superannuation and exclusive of Committee fees) will be set with reference to the median of comparable ASX-listed companies. Committee fees may be used to recognise additional contributions to the work of the Board by members of Committees, but in a manner that, when combined with Board Fees, will not exceed the 75th percentile of comparable ASX-listed companies. The Company does not currently provide securities as part of Non-Executive Director remuneration. In accordance with the Non-Executive Director Remuneration Policy, during FY26 the Remuneration and Nomination Committee conducted an annual review of Non-Executive Director remuneration. The review was informed by an independent benchmarking exercise with reference to ASX-listed companies of a similar size as well as a Domestic Industry Peer Group. The benchmarking exercise compared NEXTDC to companies that are directly comparable in terms of market capitalisation, with twenty larger and ten smaller than N EXTDC within the ASX 100 index only, as well as five larger and five smaller than NEXTDC within the Domestic Industry Peer Group. In conjunction with the benchmarking exercise, the review also considered other factors such as surrounding market conditions and sentiment, the trajectory of the Company’s growth, strategic objectives, competency and skill set of individuals, scarcity of talent, changes in role complexities and the geographical spread of the Company. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 53 For personal use only
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6.2 Non-Executive Director Remuneration Statutory Remuneration received by Non-Executive Directors in FY26 and FY25 is disclosed below. TABLE 6: NON-EXECUTIVE DIRECTOR REMUNERATION Name Financial year Board fees Superannuation Total Douglas Flynn FY26 485,290 30,000 515,290 Stuart Davis FY26 223,181 26,782 249,963 Stephen Smith FY26 231,289 1,012 232,301 Dr Eileen Doyle FY26 186,077 22,329 208,406 Maria Leftakis FY26 201,846 24,222 226,068 Deborah Page AM* FY26 139,961 16,795 156,756 Jamaludin Ibrahim* FY26 123,669 14,840 138,509 Dr Gregory J Clark AC# FY26 67,321 8,078 75,399 Jennifer Lambert# FY26 75,039 6,071 81,110 Total FY26 1,733,673 150,129 1,883,802 Douglas Flynn FY25 456,081 29,932 486,013 Dr Gregory J Clark AC FY25 183,077 21,054 204,131 Stuart Davis FY25 211,584 24,332 235,916 Stephen Smith FY25 217,851 911 218,762 Jennifer Lambert FY25 218,762 - 218,762 Dr Eileen Doyle FY25 175,385 20,169 195,554 Maria Leftakis FY25 190,769 21,938 212,707 Total FY25 1,653,509 118,336 1,771,845 *Appointed 1 November 2025 #Resigned 13 November 2025 6. STATUTORY REMUNERATION (CONTINUED) TABLE 5: STATUTORY REMUNERATION Base Salary Package STI LTI Name Year Salary Super contri- butions Non- monetary benefits Leave benefits1 Subtotal STI2 % of TRP LTI (including GIP) Total remuneration package Craig Scroggie 2026 1,762,158 30,000 2,249 231,710 2,026,117 2,607,590 32% 3,573,204 8,206,911 Simon Cooper 2026 652,247 30,000 2,249 37,962 722,458 992,669 36% 1,046,429 2,761,556 Oskar Tomaszewski 2026 652,247 30,000 - 25,988 708,235 992,669 36% 1,046,429 2,747,333 David Dzienciol 2026 652,247 30,000 - 50,365 732,612 992,669 36% 1,046,429 2,771,710 Total 3,718,899 120,000 4,498 346,025 4,189,422 5,585,597 34% 6,712,491 16,487,510 Name Year Salary Super contri- butions Non- monetary benefits Leave benefits1 Subtotal STI2 % of TRP LTI Total remuneration package Craig Scroggie 2025 1,646,877 29,932 4,555 163,504 1,844,868 2,273,754 39% 1,787,111 5,905,733 Simon Cooper 2025 609,577 29,932 2,071 25,062 666,642 867,174 41% 560,736 2,094,552 Oskar Tomaszewski 2025 609,577 29,932 943 10,763 651,215 867,174 42% 560,736 2,079,125 David Dzienciol 2025 609,577 29,932 6,918 14,012 660,439 867,174 42% 560,736 2,088,349 Total 3,475,608 119,728 14,487 213,341 3,823,164 4,875,276 40% 3,469,319 12,167,759 1 Leave benefits in the basic package include the net movement of short-term leave benefits such as annual leave and long-term leave benefits such as long service leave. 2 50% of the 2025 and 2026 STI are subject to 12-month deferral, with employees being able to elect whether this is delivered in cash or equity. NEXTDC FY26 Annual Report For personal use only
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6.2 Non-Executive Director Remuneration Statutory Remuneration received by Non-Executive Directors in FY26 and FY25 is disclosed below. TABLE 6: NON-EXECUTIVE DIRECTOR REMUNERATION Name Financial year Board fees Superannuation Total Douglas Flynn FY26 485,290 30,000 515,290 Stuart Davis FY26 223,181 26,782 249,963 Stephen Smith FY26 231,289 1,012 232,301 Dr Eileen Doyle FY26 186,077 22,329 208,406 Maria Leftakis FY26 201,846 24,222 226,068 Deborah Page AM* FY26 139,961 16,795 156,756 Jamaludin Ibrahim* FY26 123,669 14,840 138,509 Dr Gregory J Clark AC# FY26 67,321 8,078 75,399 Jennifer Lambert# FY26 75,039 6,071 81,110 Total FY26 1,733,673 150,129 1,883,802 Douglas Flynn FY25 456,081 29,932 486,013 Dr Gregory J Clark AC FY25 183,077 21,054 204,131 Stuart Davis FY25 211,584 24,332 235,916 Stephen Smith FY25 217,851 911 218,762 Jennifer Lambert FY25 218,762 - 218,762 Dr Eileen Doyle FY25 175,385 20,169 195,554 Maria Leftakis FY25 190,769 21,938 212,707 Total FY25 1,653,509 118,336 1,771,845 *Appointed 1 November 2025 #Resigned 13 November 2025 6. STATUTORY REMUNERATION (CONTINUED) TABLE 5: STATUTORY REMUNERATION Base Salary Package STI LTI Name Year Salary Super contri- butions Non- monetary benefits Leave benefits1 Subtotal STI2 % of TRP LTI (including GIP) Total remuneration package Craig Scroggie 2026 1,762,158 30,000 2,249 231,710 2,026,117 2,607,590 32% 3,573,204 8,206,911 Simon Cooper 2026 652,247 30,000 2,249 37,962 722,458 992,669 36% 1,046,429 2,761,556 Oskar Tomaszewski 2026 652,247 30,000 - 25,988 708,235 992,669 36% 1,046,429 2,747,333 David Dzienciol 2026 652,247 30,000 - 50,365 732,612 992,669 36% 1,046,429 2,771,710 Total 3,718,899 120,000 4,498 346,025 4,189,422 5,585,597 34% 6,712,491 16,487,510 Name Year Salary Super contri- butions Non- monetary benefits Leave benefits1 Subtotal STI2 % of TRP LTI Total remuneration package Craig Scroggie 2025 1,646,877 29,932 4,555 163,504 1,844,868 2,273,754 39% 1,787,111 5,905,733 Simon Cooper 2025 609,577 29,932 2,071 25,062 666,642 867,174 41% 560,736 2,094,552 Oskar Tomaszewski 2025 609,577 29,932 943 10,763 651,215 867,174 42% 560,736 2,079,125 David Dzienciol 2025 609,577 29,932 6,918 14,012 660,439 867,174 42% 560,736 2,088,349 Total 3,475,608 119,728 14,487 213,341 3,823,164 4,875,276 40% 3,469,319 12,167,759 1 Leave benefits in the basic package include the net movement of short-term leave benefits such as annual leave and long-term leave benefits such as long service leave. 2 50% of the 2025 and 2026 STI are subject to 12-month deferral, with employees being able to elect whether this is delivered in cash or equity. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 55 For personal use only
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6.3 Changes in Securities Held Due to Remuneration TABLE 7: CHANGES IN SECURITIES HELD DUE TO REMUNERATION Name Instrument Balance at start of the year Granted Exercised Lapsed Balance at end of the year Craig Scroggie Performance Rights 502,115 108,026 - (39,224) 570,917 Restricted Rights 184,026 108,026 - - 292,052 GIP Rights 3,633,720 - - - 3,633,720 Simon Cooper Performance Rights 412,583 30,842 (73,121) (14,904) 355,400 Restricted Rights 60,921 30,843 - - 91,764 GIP Rights 908,430 - - - 908,430 Deferred Rights 92,304 26,135 (92,304) - 26,135 Oskar Tomaszewski Performance Rights 402,899 30,842 (69,871) (14,904) 348,966 Restricted Rights 60,921 30,843 - - 91,764 GIP Rights 908,430 - - - 908,430 David Dzienciol Performance Rights 398,024 30,842 (64,996) (14,904) 348,966 Restricted Rights 60,921 30,843 - - 91,764 GIP Rights 908,430 - - - 908,430 Deferred Rights 31,031 26,135 - - 57,166 Performance Rights The following table details performance rights that have been provided to key management personnel. TABLE 8: PERFORMANCE RIGHTS PROVIDED TO KEY MANAGEMENT PERSONNEL Name Financial Year Granted Number of Performance Rights Vested/(lapsed) during the year (net) Exercised during the year Vested and exercisable at the end of the year Unvested at the end of the year Craig Scroggie 2022 147,859 49,286 - 96,678 - 2023 196,768 98,384 - 83,803 98,384 2024 86,820 - - - 86,820 2025 97,206 - - - 97,206 2026 108,026 - - - 108,026 636,679 147,670 - 180,481 390,436 Simon Cooper 2018 73,121 - (73,121) - - 2019 77,287 - - 77,287 - 2020 80,328 - - 80,328 - 2022 56,137 18,712 - 36,705 - 2023 74,864 37,432 - 31,884 37,432 2024 33,118 - - - 33,118 2025 27,804 - - - 27,804 2026 30,842 - - - 30,842 453,501 56,144 (73,121) 226,204 129,196 Oskar Tomaszewski 2018 69,871 - (69,871) - - 2019 74,132 - - 74,132 - 2020 77,049 - - 77,049 - 2022 56,137 18,712 - 36,705 - 2023 74,864 37,432 - 31,884 37,432 2024 33,118 - - - 33,118 2025 27,804 - - - 27,804 2026 30,842 - - - 30,842 443,817 56,144 (69,871) 219,770 129,196 David Dzienciol 2018 64,996 - (64,996) - - 2019 74,132 - - 74,132 - 2020 77,049 - - 77,049 - 2022 56,137 18,712 - 36,705 - 2023 74,864 37,432 - 31,884 37,432 2024 33,118 - - - 33,118 2025 27,804 - - - 27,804 2026 30,842 - - - 30,842 438,942 56,144 (64,996) 219,770 129,196 The fair values of each performance right at grant date are as follows: NEXTDC FY26 Annual Report 56 For personal use only
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Performance Rights The following table details performance rights that have been provided to key management personnel. TABLE 8: PERFORMANCE RIGHTS PROVIDED TO KEY MANAGEMENT PERSONNEL Name Financial Year Granted Number of Performance Rights Vested/(lapsed) during the year (net) Exercised during the year Vested and exercisable at the end of the year Unvested at the end of the year Craig Scroggie 2022 147,859 49,286 - 96,678 - 2023 196,768 98,384 - 83,803 98,384 2024 86,820 - - - 86,820 2025 97,206 - - - 97,206 2026 108,026 - - - 108,026 636,679 147,670 - 180,481 390,436 Simon Cooper 2018 73,121 - (73,121) - - 2019 77,287 - - 77,287 - 2020 80,328 - - 80,328 - 2022 56,137 18,712 - 36,705 - 2023 74,864 37,432 - 31,884 37,432 2024 33,118 - - - 33,118 2025 27,804 - - - 27,804 2026 30,842 - - - 30,842 453,501 56,144 (73,121) 226,204 129,196 Oskar Tomaszewski 2018 69,871 - (69,871) - - 2019 74,132 - - 74,132 - 2020 77,049 - - 77,049 - 2022 56,137 18,712 - 36,705 - 2023 74,864 37,432 - 31,884 37,432 2024 33,118 - - - 33,118 2025 27,804 - - - 27,804 2026 30,842 - - - 30,842 443,817 56,144 (69,871) 219,770 129,196 David Dzienciol 2018 64,996 - (64,996) - - 2019 74,132 - - 74,132 - 2020 77,049 - - 77,049 - 2022 56,137 18,712 - 36,705 - 2023 74,864 37,432 - 31,884 37,432 2024 33,118 - - - 33,118 2025 27,804 - - - 27,804 2026 30,842 - - - 30,842 438,942 56,144 (64,996) 219,770 129,196 The fair values of each performance right at grant date are as follows: Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 57 For personal use only
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Financial year granted Fair value at grant date 2018 $3.32 2019 $3.07 2020 $4.61 2021 $6.80 2022 $6.09 2023 $4.83 2024 $7.03 (3-year rights) $7.19 (4-year rights) 2025 $5.69 (3-year rights) $6.18 (4-year rights) 2026 $6.05 (3-year rights) $6.35 (4-year rights) Restricted Rights The following table details restricted rights that have been provided to key management personnel. TABLE 9: RESTRICTED RIGHTS PROVIDED TO KEY MANAGEMENT PERSONNEL Name Financial Year Granted Number of Restricted Rights Vested during the year Exercised during the year Vested and exercisable at the end of the year Unvested at the end of the year Craig Scroggie 2024 86,820 - - - 86,820 2025 97,206 - - - 97,206 2026 108,026 - - - 108,026 292,052 - - - 292,052 Simon Cooper 2024 33,117 - - - 33,117 2025 27,804 - - - 27,804 2026 30,843 - - - 30,843 91,764 - - - 91,764 Oskar Tomaszewski 2024 33,117 - - - 33,117 2025 27,804 - - - 27,804 2026 30,843 - - - 30,843 91,764 - - - 91,764 David Dzienciol 2024 33,117 - - - 33,117 2025 27,804 - - - 27,804 2026 30,843 - - - 30,843 91,764 - - - 91,764 The fair values of each restricted right at grant date are as follows: Financial year granted Fair value at grant date 2024 $9.77 (3-year rights) $10.06 (4-year rights) $10.33 (5-year rights) 2025 $8.99 (3-year rights) $9.70 (4-year rights) $10.26 (5-year rights) 2026 $8.39 (3-year rights) $8.90 (4-year rights) $9.31 (5-year rights) GIP Rights The following table details GIP rights that have been provided to key management personnel. TABLE 10: GIP RIGHTS PROVIDED TO KEY MANAGEMENT PERSONNEL Name Financial Year Granted Number of GIP Rights Vested during the year Exercised during the year Vested and exercisable at the end of the year Unvested at the end of the year Craig Scroggie 2025 3,633,720 - - - 3,633,720 3,633,720 - - - 3,633,720 Simon Cooper 2025 908,430 - - - 908,430 908,430 - - - 908,430 Oskar Tomaszewski 2025 908,430 - - - 908,430 908,430 - - - 908,430 David Dzienciol 2025 908,430 - - - 908,430 908,430 - - - 908,430 The fair value of each GIP right at grant date is as follows: Financial year granted Fair value at grant date 2025 $2.46 NEXTDC FY26 Annual Report 58 For personal use only
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The fair values of each restricted right at grant date are as follows: Financial year granted Fair value at grant date 2024 $9.77 (3-year rights) $10.06 (4-year rights) $10.33 (5-year rights) 2025 $8.99 (3-year rights) $9.70 (4-year rights) $10.26 (5-year rights) 2026 $8.39 (3-year rights) $8.90 (4-year rights) $9.31 (5-year rights) GIP Rights The following table details GIP rights that have been provided to key management personnel. TABLE 10: GIP RIGHTS PROVIDED TO KEY MANAGEMENT PERSONNEL Name Financial Year Granted Number of GIP Rights Vested during the year Exercised during the year Vested and exercisable at the end of the year Unvested at the end of the year Craig Scroggie 2025 3,633,720 - - - 3,633,720 3,633,720 - - - 3,633,720 Simon Cooper 2025 908,430 - - - 908,430 908,430 - - - 908,430 Oskar Tomaszewski 2025 908,430 - - - 908,430 908,430 - - - 908,430 David Dzienciol 2025 908,430 - - - 908,430 908,430 - - - 908,430 The fair value of each GIP right at grant date is as follows: Financial year granted Fair value at grant date 2025 $2.46 Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 59 For personal use only
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Deferred Rights The following table details deferred rights that have been provided to those key management personnel who elected to receive the deferred component of their STI in shares rather than cash. TABLE 11: DEFERRED RIGHTS PROVIDED TO KEY MANAGEMENT PERSONNEL Name Financial Year Granted Number of Deferred Share Rights Vested during the year Exercised during the year Vested and exercisable at the end of the year Unvested at the end of the year Simon Cooper 2020 6,899 - (6,899) - - 2021 15,867 - (15,867) - - 2022 16,354 - (16,354) - - 2023 22,153 - (22,153) - - 2024 16,777 - (16,777) - - 2025 14,254 14,254 (14,254) - - 2026 26,135 - - - 26,135 118,439 14,254 (92,304) - 26,135 David Dzienciol 2024 16,777 - - 16,777 - 2025 14,254 14,254 - 14,254 - 2026 26,135 - - - 26,135 57,166 14,254 - 31,031 26,135 The fair value of the deferred rights at grant date is as follows: Financial year granted Fair value at grant date 2020 $6.10 2021 $11.58 2022 $13.41 2023 $10.09 2024 $13.17 2025 $17.25 2026 $16.59 Deferred rights under the Senior Executive STI Plan are granted following release of the annual results. The shares vest one year from the grant date. On vesting, each right automatically converts into one ordinary share. Senior Executives do not receive any dividends and are not entitled to vote in relation to the rights during the vesting period. If a Senior Executive ceases employment before the rights vest, they have six months from the cessation of employment or the vesting date, whichever is later, to exercise their deferred rights. Any rights not exercised in this period will automatically lapse. The fair value of the rights is determined based on the volume weighted average trading price of the Company’s shares over the 10 trading days following release of the Company’s annual results. 6.4 Director and Senior Executive Shareholdings During FY26, KMP and their related parties held shares in NEXTDC directly, indirectly or beneficially as follows: TABLE 12: DIRECTOR AND SENIOR EXECUTIVE SHAREHOLDINGS Holder Opening balance Received during the year as compensation Received during the year on the exercise of an option or right Other changes Closing balance Shares held nominally at 30 June 2026 DIRECTORS Douglas Flynn 213,821 - - 23,712 237,533 237,533 Stuart Davis 51,848 - - 9,602 61,450 61,450 Stephen Smith - - - - - - Dr Eileen Doyle 24,763 - - 4,586 29,349 29,349 Maria Leftakis 64,540 - - 11,953 76,493 44,946 Deborah Page AM* - - - 5,334 5,334 1,778 Jamaludin Ibrahim* - - - 17,777 17,777 17,777 Dr Gregory J Clark AC# 61,039 - - (61,039) - - Jennifer Lambert# 34,763 - - (34,763) - - SENIOR EXECUTIVES Craig Scroggie 435,511 - - - 435,511 435,511 Simon Cooper 97,435 - 165,425 (205,245) 57,615 14,846 Oskar Tomaszewski 100,000 - 69,871 (53,574) 116,297 - David Dzienciol 58,291 - 64,996 24,745 148,032 - * Appointed 1 November 2025 # Resigned 13 November 2025 The Non-Executive Directors of the Company did not receive any shares in NEXTDC on behalf of the Company in respect of the 2025 and 2026 financial reporting periods. Loans to Directors and Executives There were no loans to Directors or other key management personnel at any time during the year. NEXTDC FY26 Annual Report 60 For personal use only
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6.4 Director and Senior Executive Shareholdings During FY26, KMP and their related parties held shares in NEXTDC directly, indirectly or beneficially as follows: TABLE 12: DIRECTOR AND SENIOR EXECUTIVE SHAREHOLDINGS Holder Opening balance Received during the year as compensation Received during the year on the exercise of an option or right Other changes Closing balance Shares held nominally at 30 June 2026 DIRECTORS Douglas Flynn 213,821 - - 23,712 237,533 237,533 Stuart Davis 51,848 - - 9,602 61,450 61,450 Stephen Smith - - - - - - Dr Eileen Doyle 24,763 - - 4,586 29,349 29,349 Maria Leftakis 64,540 - - 11,953 76,493 44,946 Deborah Page AM* - - - 5,334 5,334 1,778 Jamaludin Ibrahim* - - - 17,777 17,777 17,777 Dr Gregory J Clark AC# 61,039 - - (61,039) - - Jennifer Lambert# 34,763 - - (34,763) - - SENIOR EXECUTIVES Craig Scroggie 435,511 - - - 435,511 435,511 Simon Cooper 97,435 - 165,425 (205,245) 57,615 14,846 Oskar Tomaszewski 100,000 - 69,871 (53,574) 116,297 - David Dzienciol 58,291 - 64,996 24,745 148,032 - * Appointed 1 November 2025 # Resigned 13 November 2025 The Non-Executive Directors of the Company did not receive any shares in NEXTDC on behalf of the Company in respect of the 2025 and 2026 financial reporting periods. Loans to Directors and Executives There were no loans to Directors or other key management personnel at any time during the year. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 61 For personal use only
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6.5 Remuneration Received (Non-statutory) Remuneration received in FY26 The amounts disclosed below as Senior Executive remuneration for FY26 reflect the actual benefits received by each Senior Executive during the reporting period. The remuneration values disclosed have been determined as follows: Fixed remuneration Fixed remuneration includes base salaries received, paid leave, payments made to superannuation funds, and the taxable value of non-monetary benefits received, and excludes any accruals of annual or long service leave. Short-term incentives Awarded STI represents bonuses that were awarded to each Senior Executive in relation to FY26 performance, 50% of which will be paid in FY27. 50% of the STI bonuses awarded are deferred for 12 months, with employees being able to elect whether the award will be delivered in cash or equity. Deferred STI represents the remaining 50% of the FY26 STI that is expected to vest in FY27. Long-term incentives The value of vested rights is determined based on the intrinsic value of the rights at the date of vesting, being the difference between the share price on that date, and the exercise price payable by the Senior Executive. The performance rights that vested in 2026 were granted in 2022 and 2023. TABLE 13: REMUNERATION RECEIVED IN FY26 Name Fixed Remuneration Awarded STI (cash) Deferred STI (cash or equity) Vested LTI Total Value Craig Scroggie 1,794,407 1,303,795 1,303,795 1,853,342 6,255,339 Simon Cooper 684,496 496,335 496,335 704,792 2,381,958 Oskar Tomaszewski 682,247 496,335 496,335 704,792 2,379,709 David Dzienciol 682,247 496,335 496,335 704,792 2,379,709 Total 3,843,397 2,792,800 2,792,800 3,967,718 13,396,715 The amounts disclosed above are not the same as the remuneration expensed in relation to each KMP in accordance with accounting standards. The Directors believe that the remuneration received is more relevant to users for the following reasons: The statutory remuneration expensed is based on grant-date fair values recognised as expenses over the vesting period, which may differ significantly from the value realised on vesting The statutory remuneration shows benefits before they are actually received by the Senior Executives Where rights do not vest because a market-based performance condition is not satisfied (e.g. TSR), the Company must still recognise the full amount of expenses even though the Senior Executives will never receive any benefits. Share based payment awards are treated differently under the accounting standards depending on whether the performance conditions are market conditions (no reversal of expense) or non-market conditions (reversal of expense when shares fail to vest), even though the benefit received by the Senior Executives is the same (nil where equity instruments fail to vest). The information in this section has been audited together with the rest of the Remuneration Report. Audit and non-audit services Details of the amounts paid or payable to the auditor (PricewaterhouseCoopers Australia) for audit and non-audit services during the year are disclosed in Note 27 Remuneration of auditors. The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the group are important. The Board of Directors, in accordance with advice provided by the Audit and Risk Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: all non-audit services have been reviewed by the Audit and Risk Committee to ensure they do not impact the impartiality and objectivity of the auditor, and none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants. Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 64. Auditor PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of the Directors. Craig Scroggie Managing Director and Chief Executive Officer 27 August 2026 NEXTDC FY26 Annual Report 62 For personal use only
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Audit and non-audit services Details of the amounts paid or payable to the auditor (PricewaterhouseCoopers Australia) for audit and non-audit services during the year are disclosed in Note 27 Remuneration of auditors. The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the group are important. The Board of Directors, in accordance with advice provided by the Audit and Risk Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: all non-audit services have been reviewed by the Audit and Risk Committee to ensure they do not impact the impartiality and objectivity of the auditor, and none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants. Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 64. Auditor PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of the Directors. Craig Scroggie Managing Director and Chief Executive Officer 27 August 2026 Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 63 For personal use only
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Auditor's Independent Declaration PricewaterhouseCoopers, ABN 52 780 433 757 One International Towers Sydney, Watermans Quay, BARANGAROO NSW 2000, GPO BOX 2650 SYDNEY NSW 2001 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. Auditor’s Independence Declaration As lead auditor of NEXTDC Limited's financial report and lead auditor of the specified sustainability disclosures within the sustainability report for the year ended 30 June 2026, respectively, we each declare that, having regard to our responsibilities in relation to the respective audit of the financial report and review of the specified sustainability disclosures within the sustainability report, to the best of our knowledge and belief, there have been: a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the respective audit of the financial report or the review of the specified sustainability disclosures; and b) no contraventions of any applicable code of professional conduct in relation to the respective audit of the financial report or the review of the specified sustainability disclosures. Brett Entwistle John O'Donoghue Lead auditor (financial report) Lead auditor (sustainability report) Partner Partner PricewaterhouseCoopers Sydney 27 August 2026 PricewaterhouseCoopers NEXTDC FY26 Annual Report 64 For personal use only
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As Australia’s leading independent data centre operator and an expanding Asia‑Pacific digital infrastructure provider, strong governance is fundamental to maintaining the trust of our customers, shareholders, employees and the communities we serve. Our governance framework enables disciplined growth, effective risk oversight and resilient operations while supporting innovation in an increasingly digital and connected world. Corporate Governance Statement Effective and fit ‑for‑purpose corporate governance is a key element in how NEXTDC creates and protects long-term value. Our governance framework establishes clear roles and responsibilities for the Board, management and employees, and is founded on the principles of accountability, transparency, ethical conduct and effective risk management. NEXTDC's Corporate Governance Statement outlines NEXTDC’s governance framework and the practices that support effective oversight, responsible decision making and sustainable business performance. It reflects our commitment to meeting the expectations of our shareholders and other stakeholders. NEXTDC is committed to high standards of corporate governance and has benchmarked its governance framework against the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th Edition). We report against these principles on an “if not, why not” basis and complement them with governance practices that support long-term value creation. The Board has established a suite of governance charters and policies, which are reviewed at least annually to ensure they remain aligned with evolving governance standards, legal requirements and the growth of our business. The Statement reflects NEXTDC’s governance arrangements as at 30 June 2026 and was approved by the Board. nextdc.com/investor-centre/corporate-governance Copies of our governance charters, policies and Appendix 4G are available in the Corporate Governance section of the NEXTDC website. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 6565 For personal use only
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CONTENTS Reporting entity This FY26 Sustainability Report (‘Sustainability Report’ or ‘Report’) presents the climate-related financial disclosures for NEXTDC Limited (ACN 143 582 521) (‘NEXTDC’ or the ‘Company’) and its subsidiaries (together the ‘Group’) for the financial year ended 30 June 2026, which aligns to the reporting period of NEXTDC’s Consolidated Financial Statements. Climate-related financial information, including all financial values, is expressed in Australian Dollars (AUD) unless otherwise stated. The data and assumptions used in preparing this Report have been prepared on a basis consistent with those used in the Group’s Consolidated Financial Statements. This Report was approved by the Board of Directors and authorised for issue in accordance with a resolution of the Directors on 27 August 2026. Reporting boundary The reporting entity for this Sustainability Report is NEXTDC Limited and its controlled entities, consistent with the reporting entity for NEXTDC’s Consolidated Financial Statements. Unless otherwise stated, this boundary applies to the disclosures concerning governance, strategy, climate-related risks and opportunities, risk management, and metrics and targets. In identifying and assessing climate-related risks and opportunities (CRROs), NEXTDC considered its operations, activities, business model and value chain, including its operations and development activities across jurisdictions. For greenhouse gas emissions reporting, NEXTDC applies an operational-control approach to determine the facilities and activities included within its organisational emissions boundary. Under this approach, an operation is included where NEXTDC has the authority to introduce and implement operating policies. Further information about the emissions boundary, methodology and relevant exclusions is provided in the ‘metrics and targets’ section of the report. NEXTDC’s climate scenario analysis considered potential impacts across the reporting entity. Detailed site-level physical climate-risk modelling focused on operational assets and locations for which sufficient asset and hazard information was available. New acquisitions, development sites and other locations were considered through due diligence, enterprise risk and strategic planning processes, using reasonable and supportable information available at the reporting date. Statement of compliance This Report is in accordance with the Corporations Act 2001 and the Australian Sustainability Reporting Standards Climate‑related Disclosures (AASB S2), as set by the Australian Accounting Standards Board (AASB). Transitional reliefs For the first annual reporting period, the Group has relied on the relief provided within AASB S2 to not include comparative information for periods prior to FY26, and to not include Scope 3 greenhouse gas emissions. Basis of Preparation 66 Directors’ Declaration 68 Governance 69 Risk Management 71 Strategy 73 Metrics and Targets 82 Assurance 84 Sustainability Report Year ended 30 June 2026 Basis of Preparation NEXTDC FY26 Annual Report 66 For personal use only
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Key Judgements, Assumptions and Measurement Uncertainty Preparing this Report requires judgements and estimates, and the use of assumptions relating to climate-related risks and opportunities, scenario analysis, financial effects and greenhouse gas emissions, based on supportable information and frameworks available at the reporting date. Actual outcomes may differ as climate science, policy, markets, technology, customer demand and data availability evolve. The tables below summarise the key judgements and significant sources of uncertainty applied: Area Judgement Identifying CRROs Judgement was applied to identify, assess and prioritise CRROs that could reasonably be expected to affect NEXTDC’s prospects over the short, medium and long term. Judgement was applied in consolidating into five disclosed risks and opportunities and in applying materiality assessments. Our judgements are based on information available as at the reporting date and reflect the inherent uncertainty associated with forward-looking assessments. Climate-related scenario analysis Judgement was applied in selecting physical scenarios (Intergovernmental Panel on Climate Change (IPCC), Shared Socioeconomic Pathway SSP1-2.6, SSP2-4.5 and SSP5-8.5) and three transition scenarios (Network for Greening the Financial System (NGFS)/ International Energy Agency (IEA)-aligned), setting time horizons aligned to our strategic planning cycle and in interpreting scenarios, which are high‑level pathways used to inform resilience assessments and risk ratings rather than actual forecasts. Anticipated financial effects Judgement was applied to determine which climate ‑related risks and opportunities could reasonably be expected to affect the entity's prospects including assessments on their magnitude and likelihood of anticipated financial effects. Estimates of financial effects are provided only where reasonable and supportable information is available without undue additional cost or effort. For other effects, measurement uncertainty is too high for quantitative information to be meaningful. In these cases, qualitative information is provided instead, including the financial statement line items most likely to be affected. GHG emissions Scope 1 and Scope 2 greenhouse gas emissions disclosed in this Report have been measured in accordance with the GHG Protocol Corporate Standard and GHG Protocol Scope 2 Guidance. All disclosed Scope 1 and Scope 2 emissions relate to NEXTDC’s consolidated accounting group. A significant area of judgement is the treatment of purchased electricity supplied to large customers in the calculation of Scope 2 GHG emissions. Appendix A of the GHG Protocol Scope 2 Guidance distinguishes electricity purchased for a reporting entity’s own consumption from electricity purchased for resale to end‑users. NEXTDC therefore assesses whether purchased electricity is: ¬ consumed in operating NEXTDC ‑owned or controlled cooling, ventilation and shared facility infrastructure, and therefore included in NEXTDC’s Scope 2 emissions or ¬ supplied for consumption by customer‑ controlled IT equipment and therefore excluded from NEXTDC’s Scope 2 emissions. NEXTDC’s Scope 2 emissions therefore include electricity consumed by cooling, ventilation and other shared facility infrastructure operated or controlled by NEXTDC. While these emissions fall within NEXTDC’s reporting boundary, the energy demand associated with this infrastructure is significantly influenced by customer IT load, density and associated cooling requirements. Customer technical and operational requirements can also influence the type and configuration of cooling infrastructure deployed. NEXTDC will continue to assess these interdependencies, including opportunities to optimise cooling design and operation and work with customers to support more energy-efficient outcomes where practicable. NEXTDC also separately reports greenhouse gas emissions and energy information to the Clean Energy Regulator under the National Greenhouse and Energy Reporting Act 2007 and associated legislative instruments. The emissions disclosed in this Report are measured for AASB S2 purposes using the GHG Protocol and may therefore differ from amounts reported under the NGER framework due to differences in reporting coverage, organisational boundaries, classification and measurement requirements. The NGER framework is a separate statutory reporting framework supported by the NGER Regulations and Measurement Determination. Significant sources of measurement uncertainty Area Measurement uncertainty Climate-related scenario analysis The main uncertainty in this Report arises due to the long‑ term nature of climate change. This includes uncertainty in timing, location, frequency and severity of physical impacts, and changes in regulation, energy markets, grid decarbonisation, customer demand, technology development, renewable energy availability and broader macroeconomic conditions. These factors may affect the extent to which CRROs could impact our operations, strategy, financial position and performance under the scenarios tested. Measurement uncertainties of GHG emissions Measurement uncertainty in greenhouse gas emissions data may arise from the use of emissions factors, estimation methodologies, proxy data and activity ‑based approximations. NEXTDC has sought to manage this uncertainty through the application of appropriate emissions calculation methodologies and emission factors consistent with the GHG Protocol. The principal estimation relates to fugitive refrigerant emissions, which are estimated from refrigerant top‑up volumes and applied global warming potential values. The key assumptions applied are documented and retained as part of NEXTDC’s books and records. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 67 For personal use only
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Douglas Flynn Chairman 27 August 2026 Deborah Page AM Chair of the Audit and Risk Committee 27 August 2026 In the opinion of the Directors, NEXTDC Limited has taken reasonable steps to ensure that the substantive provisions of the Sustainability Report for the financial year ended 30 June 2026 are in accordance with the Corporations Act 2001 (the Act), including: ▪ Section 296C of the Act (compliance with Australian Sustainability Reporting Standard AASB S2 Climate-related Disclosures), and ▪ Section 296D of the Act (climate statement disclosures). This declaration is made in accordance with a resolution of the Board of NEXTDC Limited and is signed for and on behalf of the Board. On behalf of the Board, Directors’ Declaration NEXTDC FY26 Annual Report 68 For personal use only
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Governance Board oversight The NEXTDC Board of Directors has ultimate oversight of climate-related risks and opportunities and NEXTDC’s climate-related financial disclosures. Its responsibilities include overseeing how climate-related matters are integrated into strategy, major transactions, risk management and target setting, and approving this Report and the Directors’ Declaration. The Board is supported by a governance hierarchy designed to ensure that climate-related matters are identified and assessed at an operational level, are reviewed and endorsed at a management and committee level and, ultimately, approved by the Board. The governance structure for NEXTDC’s climate-related oversight is as follows: Stakeholders Shareholders Customers Employees RegulatorsSuppliers Community Delegation Accountability Independent assurance and advice. Board Committees Audit and Risk Committee (ARC) OVERSEES: Financial and climate reporting Enterprise risk management Internal/external audits Compliance and governance Investment Committee (IC) OVERSEES: Capital allocation Major investment decisions Strategic projects Remuneration and Nomination Committee (REMCO) OVERSEES: Executive remuneration Board composition Succession planning Performance NEXTDC Board Sets the Company's strategy and risk appetite, oversees management and monitors performance to create long ‑term sustainable value. Chief Executive Officer (CEO) Leads the execution of the Company’s strategy and is accountable to the Board for the management, performance and operations of the business. Executive Leadership Team (CXO) Supports the CEO in executing strategy and managing business performance, operations, risk, people and resources. Enterprise-wide governance functions Enterprise Risk Management Compliance Cyber Security Sustainability, ESG and Climate Health and Safety People, Culture and Wellbeing Legal and Company SecretariatESG Council Provides management oversight of sustainability, ESG and climate ‑related priorities and supports their integration across the business. Climate Reporting Working Group (CRWG) Coordinates climate reporting, data management and disclosure in line with regulatory and stakeholder expectations. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 69 For personal use only
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The Board and the Audit and Risk Committee (ARC) are informed about climate-related risks and opportunities through ESG update papers and dedicated briefings provided by management and, where relevant, external advisers, as part of the Board’s oversight of how climate- related matters are integrated into strategy, major transactions, risk management and target setting. In FY26, progress on mandatory climate reporting was provided at each of the ARC’s seven scheduled meetings. Substantive updates on the identified climate-related risks and opportunities, scenario analysis, management responses and disclosure judgements were provided at three meetings through ESG Update papers, with further Board briefings through the annual reporting process. In overseeing strategy and major capital decisions, the Board considered trade-offs associated with climate-related risks and opportunities, including growth in energy-intensive capacity and resilience-related design investments relative to development cost and scheduling. The ARC is responsible for assessing the effectiveness of the Enterprise-Wide Risk Management Framework (EWRM), monitoring and reviewing climate-related targets set by the Board, and monitoring material climate-related risks, opportunities and performance. The ARC reviewed the FY26 climate-related financial disclosures and recommended them to the Board for approval as part of the FY26 Annual Report. In FY26, the Board also approved NEXTDC’s Scope 1 and Scope 2 Net Zero 2050 target 1. Progress will be monitored through ongoing ESG updates to the ARC and the development of the Climate Transition Plan. Management’s role in assessing and managing CRROs Management is responsible for monitoring climate-related risks and opportunities and integrating them into business strategy, risk management, financial planning and operational decision-making. As described below, responsibilities for assessing and managing climate- related risks and opportunities, including the associated controls and procedures, are allocated across relevant management forums. Ongoing monitoring is supported by the dedicated, cross-functional Climate Reporting Working Group, which provides a formal forum for management review and challenge of climate-related reporting, risk assessments and related controls and procedures. These processes include review of key climate-related information and significant judgements, coordination of supporting data and evidence and consideration of matters requiring management attention. Matters requiring further consideration or escalation are referred through the ESG Council and where appropriate, to the ARC. NEXTDC continues to evolve these arrangements as climate-related risks and opportunities are progressively embedded within its broader group-wide risk management processes. Key executive and management responsibilities include: Role/forum Responsibilities Chief Executive Officer and Executive Leadership Team Accountable for managing climate-related risks and opportunities across strategy, risk, finance, development, infrastructure, operations, energy, customer, technology and people functions. Chief Risk Officer Accountable for climate governance and risk integration. Chairs the ESG Council and escalates significant climate-related matters to the ARC and Board. Chief Financial Officer Oversees the integration of climate-related matters into financial planning, capital allocation and financial reporting, including current and anticipated financial effects. Senior Management Head of Sustainability: Leads CRRO assessment, disclosure preparation and assurance readiness. Head of Finance: Leads emissions calculations and financial-effects assessment. Head of Energy: Leads energy strategy and development of the Climate Transition Plan. ESG Council Provides the management forum for reviewing climate ‑related priorities, CRRO assessments, emissions performance, target progress and significant disclosure judgements. During FY26, it met five times and escalated significant matters to the ARC as required. Climate Reporting Working Group Cross-functional working group (sub-group of the ESG Council) established during the course of FY26 to coordinate CRRO assessment, data, evidence and disclosure controls and escalate key matters to the ESG Council. Climate-related skills and capability The Board determines whether appropriate climate-related skills and competencies are available, or need to be developed, through its Board Skills Matrix, periodic capability assessments, targeted education and access to internal specialists and external advisers. During FY26, the Board completed a climate reporting readiness assessment and received dedicated briefings covering mandatory climate reporting, assurance and Director obligations. Through the readiness assessment and these briefings, the Board has satisfied itself that it has access to the skills and competencies required to oversee NEXTDC’s climate-related risks, opportunities and reporting obligations, supported by internal specialists and external advisers where required. Executive remuneration NEXTDC’s FY26 executive remuneration framework includes a range of financial and non-financial performance measures. In FY26, 0% executive remuneration was specifically linked to NEXTDC’s net zero or greenhouse gas emissions reduction targets. Certain incentivised operational performance measures (e.g. PUE) have a strong relationship with energy efficiency however these are not currently designated as climate-related remuneration metrics. NEXTDC will continue to review the integration of climate-related considerations into executive remuneration as its climate strategy and transition planning mature. Further information on NEXTDC’s executive incentive framework and remuneration outcomes is provided in the Remuneration Report . 1 Refer to page 82 for the further detail on the Net Zero target and boundary. NEXTDC FY26 Annual Report 70 For personal use only
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Risk Management Identifying, assessing and prioritising climate-related risks and opportunities NEXTDC identifies and assesses climate-related risks and opportunities (CRROs) through a structured process aligned with its Risk Management Framework (RMF). The RMF provides a consistent basis for assessing consequence, likelihood, risk appetite and control effectiveness. NEXTDC's Risk Management Lifecycle Methodology, adapted from the process illustrated in ISO 31000:2018 Risk Management - Guidelines. Establishing the context Risk analysis Risk identification Risk evaluation Risk treatment Communication and consultation Monitoring and review Risk assessment Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 71 For personal use only
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Category # Driver Risk / Opportunity Type Risk - Physical CRR1 Acute climate hazards Floods, storms, cyclones, extreme heat and bushfires may result in asset damage, service disruption and higher resilience, insurance and operating costs. Acute CRR2 Water stress and drought Increasing water stress may disrupt cooling and operations, resulting in cooling constraints, higher operating costs and potential investment in alternative water sources or cooling. Chronic Risk - Transition CRR3 Increasing input and supply costs Electricity price volatility and higher backup ‑fuel costs may result in an increase in input costs, while constrained connections may delay capacity delivery. Market CRR4 Evolving stakeholder and climate policy expectations Evolving expectations and requirements may increase compliance costs and complexity, delay development, and create customer or reputational effects. Policy and Legal, Reputation Opportunity - Transition CRO1 Market differentiation through resource ‑ efficient and climate- resilient buildings Designing and operating highly efficient data centres lowers operating intensity, builds stronger resilience to climate ‑related disruption and supports NEXTDC’s ability to respond to evolving customer requirements. This differentiates NEXTDC’s offer in the market, supporting customer acquisition, retention and utilisation growth and the associated revenue opportunity. Technology, Energy Source NEXTDC’s CRROs CRROs are identified using internal and external inputs, including: ¬ physical climate hazard and transition pathway data ¬ asset-level operational information and enterprise risk documentation ¬ industry and peer benchmarking ¬ investor and lender information needs ¬ sector research and external climate expertise ¬ 2025 Double Materiality Assessment ¬ prior TCFD-aligned disclosures and ¬ management input. An initial long list was assessed across NEXTDC’s value chain. Risks and opportunities were consolidated where they shared common climate drivers, affected the same parts of the value chain or were managed through common responses, and removed where they were not reasonably expected to affect NEXTDC’s prospects or provide material information to primary users. How the resulting CRROs are subsequently assessed, prioritised and monitored is set out in the following section, 'Assessment and monitoring'. This approach applies NEXTDC’s broader RMF principles while recognising the longer time horizons and scenario-based uncertainty associated with climate-related matters. Assessment and monitoring Each CRRO was assessed and prioritised across defined time horizons and climate scenarios using NEXTDC’s ERM criteria. The assessment considers: ¬ the nature of potential operational, financial, strategic and reputational effects ¬ the likelihood and magnitude of those effects ¬ relevant quantitative indicators, including site capacity, energy exposure and cost drivers and ¬ whether the matter could reasonably be expected to affect NEXTDC’s prospects, resilience or enterprise value. Both inherent and residual risk ratings were considered and the CRROs disclosed are presented on the basis that they are residual risks or opportunities after applying existing controls. NEXTDC uses an ‘expected path’ case to assess the nature, likelihood and magnitude of current and anticipated effects. The ‘expected path’ represents the climate and policy trajectory that management considers most likely to occur and is the basis on which current and anticipated financial effects are assessed. Lower- and higher-emissions pathways are used separately to stress-test the resilience of NEXTDC’s strategy and business model. Assessment outputs are reviewed by the Climate Reporting Working Group and ESG Council, with items refined, consolidated or removed based on relevance and materiality. Where risks or opportunities share common drivers or responses, they are consolidated to support clear and decision-useful disclosures. Climate-related risks and opportunities are monitored through the Climate Reporting Working Group, ESG Council and relevant management and risk processes. NEXTDC is progressively embedding the identified CRROs into its broader enterprise, environmental, functional and facility-level risk management processes, including through the allocation of risk ownership, documentation of relevant controls and development of monitoring and reporting requirements. This integration will continue to mature as NEXTDC’s climate risk management processes evolve. The CRRO assessment is reviewed at least annually and when material changes occur, including changes in climate science, scenarios, regulation, market conditions, customer expectations, operations or NEXTDC’s asset base. NEXTDC FY26 Annual Report 72 For personal use only
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Strategy Business model and value chain NEXTDC is a leading Asia Pacific data centre operator, designing, building, owning and operating mission-critical digital infrastructure across Australia and Malaysia, with new data centre developments underway in New Zealand and Japan. NEXTDC provides highly resilient, secure and connected data centre infrastructure to a diverse customer base, supporting the growing demand for cloud, artificial intelligence and digital services across the region. Revenue is generated principally through long term customer contracts, underpinned by the reliability, resilience and performance of NEXTDC’s fleet. NEXTDC's Value Chain Concentration of climate-related risks and opportunities in our value chain: Acute climate hazards Water stress and drought Increasing input and supply costs Evolving stakeholder and climate policy expectations Market differentiation through resource‑efficient and climate-resilient data centres CRR1 CRR2 CRR3 CRO1CRR4 Capital equipment and technology UPS, generators, batteries, cooling systems Land, planning and construction Site selection, approvals, civil works, fitout Fuel and logistics Backup diesel, transport, critical spares Electricity generation and transmission Grid supply, renewable electricity, network infrastructure Water supply Potable, recycled and non‑potable supply Specialist suppliers and contractors OEMs, construction, fitout and maintenance partners CRR3 CRR3 CRR4 CRR3 CRO1CRR1 CRR3CRR1 CRR3 CRR4CRR3CRR2 Upstream Customer IT equipment Servers, storage and network equipment Digital services enabled Cloud, AI, analytics and enterprise platforms Colocation and data hall services Secure space and support services Connectivity and interconnection Carriers, cloud on‑ramps and internet exchanges Critical services and communities Digital economy, healthcare, finance, government and everyday services CRR4 CRR4CRR1 CRR4 CRR1 CRR4CRO1CRR4 Downstream Operations Energy use Operational controlCRR4 CRO1 CRR4 CRO1 CRR2 CRO1 CRR3 Resilience and physical security Water useCRO1CRR1 CRR3CRR1Refrigerants and cooling Diesel backup generationCRR3 CRO1CRR2 Waste and resource management Emissions managementCRR4 CRO1 CRR4 CRO1 Design, development, operations and monitoring of secure, resilient data centre infrastructure. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 73 For personal use only
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Time horizon definitions Time horizons (short, medium and long term) considered in the scenario analysis are defined below: Horizon Period Rationale Short term To 2030 Aligns with NEXTDC's five-year strategic planning horizon. Aligns with NEXTDC's five-year strategic planning horizon that was adopted in 2025. Medium term 2031–2050 Aligns with NEXTDC's Net Zero target and primary transition and physical scenario horizons. Long term 2051–2070 Extends to 2070 to capture physical climate risks that may affect NEXTDC’s existing and planned data centres over their operating lives. Climate resilience NEXTDC assessed climate resilience using an expected path that was stress-tested against lower- and higher-emissions pathways. For physical scenarios, the expected path aligns with a moderate emissions scenario (IPCC SSP2-4.5) 1 which was stress-tested against a higher (IPCC SSP5-8.5) and a lower (IPCC SSP1-2.6) emissions scenario. For transition risks, the expected path is NGFS Delayed Transition, stress-tested against NGFS Net Zero 2050 and NGFS Current Policies. Physical and transition scenarios were assessed separately because they test different drivers and use different datasets. Physical scenarios test changes in cyclones and bushfires, flooding, storms, extreme heat and water stress. Transition pathways span materially different policy, energy-market and technology outcomes. Scenario data was sourced from the IEA World Energy Outlook 2025 2, AEMO Integrated System Plan 2024 3, and IEA Critical Minerals Outlook 2025 4. Based on the scenario analysis undertaken, NEXTDC considers its strategy and business model to be resilient across the climate scenarios assessed. In the short to medium term, NEXTDC expects to be able to adapt and deploy resources in response to the climate-related changes and uncertainties identified. Over the longer term, increasing physical climate impacts, particularly water stress in certain locations, may present greater challenges to the strategy. NEXTDC is taking steps to further assess these risks, identify opportunities and prepare for potential adaptation requirements and, while changes to the strategy may be required over time, NEXTDC still anticipates that its strategy and business model will remain resilient. The physical and transition pathways and their selection rationale are summarised in the tables below. Physical climate-related scenarios 5,6 Scenario type Expected Path (~2°C) IPCC SSP2-4.5 Low emissions (~1.5–2°C) IPCC SSP1-2.6 7 High emissions (>3°C) IPCC SSP5-8.5 Description An expected path scenario based on a “middle ‑of‑the‑road” pathway, in which social, economic and technological trends broadly follow historical patterns. Global CO 2 emissions remain around current levels until approximately mid‑ century before declining. The IPCC projects likely global warming of approximately 1.6°C to 2.5°C by 2041–2060, relative to early 1900s. A low‑emissions scenario in which global emissions decline substantially over the century. The pathway was designed to limit warming to below 2°C and is broadly consistent with the below 2°C temperature objective of the Paris Agreement. The IPCC projects likely global warming of approximately 1.3°C to 2.4°C by 2041–2060. A very high‑ emissions scenario characterised by fossil‑fuel‑ intensive development and limited additional climate policy. Global CO2 emissions approximately double by 2050. Under this scenario, the IPCC projects a mid-century (2041–2060), global warming of approximately 2.4°C (likely range 2.1–2.7°C) relative to 1850–1900, with warming reaching around 4.4°C (likely range 3.3– 5.7°C) by 2081–2100. 1 The median warming of the combined low and high current policy scenarios is 2.6°C (Climate Action Tracker). 2 IEA (2025): World Energy Outlook – Analysis. 3 AEMO (2024): Integrated System Plan (ISP). 4 IEA (2025): Global Critical Minerals Outlook . 5 IPCC (2024): Chapter 4: Future Global Climate: Scenario ‑based Projections and Near‑ term Information. 6 Shared Socioeconomic Pathways (SSPs) of the IPCC Sixth Assessment Report IPCC (2021). 7 The most ambitious (‘low warming’) scenario applies SSP1 -2.6 from the SSP Framework, representing a strong global climate policy response. As part of this scenario analysis, SSP1‑1.9 was also considered. This represents an even more ambitious IPCC scenario, designed to limit global warming to around 1.5°C by 2050. Both scenarios reflect rapid decarbonisation and significant transition planning. In accordance with AASB S2 paragraph 22(b)(iv) and the Paris Agreement objectives, we assessed whether differences between SSP1‑1.9 and SSP1‑2.6 would materially affect the outcomes of our low warming scenario analysis. We concluded that these differences do not result in a material change to our resilience assessment, as both pathways drive similar transition dynamics and financial implications. NEXTDC FY26 Annual Report 74 For personal use only
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Transition climate-related scenarios 8 Scenario type Expected Path (~2°C) NGFS Delayed Transition Low emissions (~1.5 - 2°C) NGFS Net Zero 2050 (IEA NZ 2050) High emissions (>3°C) NGFS Current Policies (IEA STEPS) Description Assumes annual emissions do not decrease until 2030. Strong policies are needed shortly after 2030 to limit global warming to below 2°C. Outlines a pathway to reach net zero CO2 emissions by 2050, in line with limiting global warming to 1.5°C with limited overshoot (50% probability). It also supports key UN Sustainable Development Goals. Temperature increases temporarily above 1.6°C, falling back to below 1.5°C close to 2100. A scenario which reflects only currently implemented government climate and energy policies, resulting in slow, uneven decarbonisation and continued reliance on fossil fuels, leading to warming outcomes above 2.5°C. Climate-related policies Until 2030, policy remains weak, carbon price modest, subsidised fossil fuel in some regions and slow, low‑carbon implementation. After 2030, policies are tightened with high carbon pricing and stringent emissions standards. Rapid and coordinated global policy expansion, including stringent emissions caps, high carbon prices, and aggressive support for renewable energy and electrification. Climate action remains limited to existing or incrementally updated policies, with slow tightening of emissions regulations and continued policy fragmentation across regions. Macroeconomic trends Economic growth remains consistent until 2030, where investment shifts rapidly to support decarbonisation, grid expansion, and carbon removal deployment as capital shifts suddenly toward clean energy. Economic growth continues but is rebalanced toward low ‑carbon and climate ‑resilient sectors; investment shifts away from emissions‑intensive activities. High global economic growth driven by fossil‑fuel‑intensive development, with rising energy demand and limited structural change toward low ‑carbon sectors. National / regional variables Major economic regions introduce stronger carbon pricing and sectoral regulations; emerging regions expand renewables while continuing mixed energy strategies. Most regions achieve deep decarbonisation across power, industry and transport; international policy alignment increases, supporting global net zero pathways. Energy exporting regions expand production; many emerging economies prioritise growth over decarbonisation; carbon pricing remains low or inconsistent. Energy usage and energy mix Energy demand grows modestly; renewables and electrification expand significantly but fossil fuels still play a material role, especially gas. After 2030, a rapid shift demands predominant use of renewables and phases out fossil fuels. Total energy demand stabilises or declines due to efficiency gains; renewables dominate the energy mix, with fossil fuel use shrinking rapidly and largely paired with carbon capture and storage (“CCS”). Overall energy use rises significantly, dominated by continued coal, oil and gas consumption, with only moderate uptake of renewables. Technology developments The availability of Carbon Dioxide Removal (CDR) technologies is assumed to be low pushing carbon prices higher than in a scenario with similar climate ambition. Rapid innovation and deployment of clean technologies, including wide scale electrification, hydrogen, advanced storage, CCS and negative emissions technologies. Low‑carbon technology deployment is slow; CCS adoption is limited; fossil‑fuel technologies see continued investment and efficiency gains. Scenario indicators Climate action occurs more gradually, resulting in a moderate increase in carbon price. Crude oil prices remain relatively stable over time and electricity prices increase moderately. ACCU prices rise substantially, exceeding those in the low emissions scenario. Strong climate policy results in significant increase in carbon price over time. Crude oil prices decline substantially as demand for fossil fuels falls. Electricity prices increase moderately as the energy system transitions, while ACCU prices increase significantly, exceeded only by the delayed‑ transition scenario in which later action drives sharper price escalation. Limited climate policy results in no projected carbon price. Crude oil prices increase significantly over time as fossil fuel demand remains stronger than the low and moderate emissions scenarios. Electricity prices remain elevated due to higher fuel costs, while ACCU prices remain comparatively low, as weaker emissions‑reduction requirements and lower offset demand reduce upward price pressure. 8 NGFS (2025): Explanatory notes on NGFS long ‑term scenarios Cover Note Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 75 For personal use only
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Implications on strategy and business model The FY26 climate risk assessment confirmed that NEXTDC’s overarching business model remains resilient and highlighted opportunities to strengthen the systematic integration of climate-related considerations across capital allocation, infrastructure design, operational decision- making, enterprise risk management and long-term transition planning. NEXTDC’s capacity to respond to the effects identified in the scenario analysis is supported by the strength and flexibility of its funding position and the resilience and adaptability of its asset base. NEXTDC’s pro forma available liquidity of approximately $8.7 billion at 30 June 2026 provides significant financial flexibility to support the execution of its strategic priorities. Facilities are designed and operated in-house to high engineering standards, with modular designs that allow cooling technologies, water sources and energy arrangements to be adapted, upgraded or retrofitted over the life of each asset as climate conditions and technologies evolve. Property damage and business interruption insurance provides further protection against residual physical risk. CRRO assessment tables The Group’s process for identifying, assessing and monitoring climate-related risks and opportunities is described in the Risk Management section, engaging internal and external subject matter experts to consider any potential effects to its business model and value chain. The process included consideration of each of the above climate scenarios. The ‘Expected Path’ represents management’s expected climate and policy pathway over the short to medium term and is used as the primary basis for assessing financial effects, with the ‘Low Emissions’ and ‘High Emissions’ scenarios used to assess sensitivity and resilience. Use of quantitative and qualitative financial information In determining the CRROs relevant to these disclosures, NEXTDC identified those that could reasonably be expected to affect its prospects - that is, its cash flows, access to finance or cost of capital over the short, medium or long term. In presenting the current and anticipated financial effects of the identified CRROs, NEXTDC provides quantitative information where it can be separately identified or reasonably estimated using reasonable and supportable information available at the reporting date without undue cost or effort. Quantitative information may include actual amounts, estimates, ranges or relevant financial and operational indicators that assist in understanding the nature or magnitude of an effect. Where an effect is not separately identifiable, measurement uncertainty is sufficiently high that quantitative information would not be useful, or the skills, capabilities and resources required to develop a reliable quantitative estimate are not currently available, NEXTDC provides qualitative information describing the nature and direction of the potential financial effect, the relevant time horizon and the business activities or financial statement items that may be affected. This approach is commensurate with the skills, capabilities and resources available to NEXTDC in preparing these disclosures. The extent of quantitative information is expected to develop over time as underlying plans, investments, market conditions, data, methodologies and internal capabilities mature. Judgements made in identifying climate-related risks and opportunities and assessing the materiality of information about them are documented and retained as part of NEXTDC’s reporting controls. Management also considered whether any identified CRRO gives rise to a significant risk of a material adjustment to the carrying amounts of assets or liabilities within the next annual reporting period, including property, investment properties, plant and equipment and assets under construction. Based on the assessments described in this section, no such risk was identified for FY26. How climate analysis informs strategy 1 32 4 5Site selection and design Operations and resource efficiency Capital allocation and development Energy, customers and transition Risk, governance and monitoring ▪ Site-specific flood, heat, water, access and utility due diligence. ▪ Relevant hazard return periods and future cooling flexibility inform design. ▪ PUE, WUE, temperature optimisation and continuity controls. ▪ Metering and advanced cooling improve performance and attribution. ▪ Climate factors in funding requests and business cases. ▪ Grid, water and planning constraints inform sequencing and project scope. ▪ Residual energy exposure, grid connections and renewable procurement. ▪ Customer expectations and the FY27 Climate Transition Plan. ▪ Annual CRRO and resilience review. ▪ Risk-register mapping, owners, controls and Board / ARC oversight. NEXTDC FY26 Annual Report 76 For personal use only
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Acute climate hazards No material current financial effect attributable to CRR1 was identified in FY26. The financial statement items most relevant to acute physical climate risk include property, plant and equipment and investment property, insurance expense and facility operating costs. During FY26, NEXTDC incurred approximately $3.2 billion of capital expenditure across its development program. Approved capital expenditure incorporates site ‑specific climate resilience considerations, including measures such as site elevation, earthworks, drainage and structural design. As these measures are integrated into broader facility design and construction, the climate ‑related component of expenditure cannot currently be reliably separated from total capital expenditure. In FY26, NEXTDC recognised approximately $2.7 million of industrial special risks insurance expense, providing property damage and business interruption cover across its operating facilities, including sites exposed to cyclone and flood hazards. This represents the total recognised cost of property insurance and is not separately attributable to climate ‑related risk, as the cover extends to a broad range of property perils. Cover was maintained and renewed during FY26 on substantially consistent terms. Short term Over the short term, exposure is expected to remain broadly consistent with the current financial effects described above. No material anticipated financial effect has been identified over the short term, reflecting existing resilience design standards, redundancy, business continuity arrangements and insurance. Medium term More frequent or severe climate ‑related events may increase resilience capital expenditure and maintenance or cooling costs, decrease asset carrying values, and increase insurance premiums and deductibles. They may also increase the risk of service disruption, customer credits or lost revenue. The climate ‑related component of these potential effects cannot currently be separately identified from broader insurance ‑market, operational and development cost drivers and therefore cannot be reliably quantified. Accordingly, these effects are disclosed qualitatively. In the context of NEXTDC’s balance sheet and capital program, any incremental expenditure arising from these effects is not expected to be material over the short to medium term. Long term Over the longer term, greater frequency or severity of extreme weather events and changes in asset exposure may have a more significant effect on NEXTDC’s financial position, asset values and performance, and operating cash flows. Insurance availability and terms may also tighten for more exposed locations. The magnitude and timing of these effects cannot currently be reliably estimated given uncertainty regarding the future frequency and severity of extreme weather events and the timing of site ‑specific adaptation. NEXTDC will continue to reassess these effects as climate hazard information and the portfolio evolve. Physical resilience is integrated throughout NEXTDC's site selection, due diligence, engineering design, construction and operational planning processes. Site ‑specific adaptation measures are informed by detailed engineering assessments and consultation with relevant authorities and, depending on the characteristics of each location, include: ▪ site ‑specific flood modelling and hazard assessments across relevant design events, including 1 ‑in‑200 to 1‑in‑500 ‑year flood events ▪ flood ‑resilient design, waterproofing, bunding and watertight rooms ▪ redundant cooling and power infrastructure ▪ temperature and humidity monitoring ▪ incident response and business continuity planning ▪ monitoring of external utilities and site ‑access routes ▪ property damage and business interruption insurance, including monitoring of insurance availability, exclusions and excesses and ▪ periodic infrastructure ‑resilience reviews and consideration of climate exposure in new site selection and development. Sites identified as having comparatively higher inherent exposure in the portfolio ‑level scenario analysis (D1 Darwin and NE1 Newman) underwent further site-specific engineering due diligence, consultation with relevant authorities and detailed design assessment. This informed location‑specific resilience measures, including design for cyclonic wind conditions. For example, D1 Darwin’s structural design reflects the region’s extreme wind classification, including a 1 ‑in‑500 year probability of exceedance and a design wind speed of 71 m/s. During FY26, D1, NE1, B1, B2 and PH1 were exposed to tropical cyclones and experienced no material operational impacts, providing an observed indication of the effectiveness of existing resilience measures. NEXTDC will continue to monitor acute physical climate exposure as hazards evolve and the portfolio grows. Risk overview Acute climate hazards (including flooding, storms, cyclones, extreme heat and bushfires) may damage assets, disrupt site access or utilities and increase operating, repair, resilience and insurance costs. Portfolio-level scenario analysis identified Darwin (D1) and Newman (NE1) as having comparatively higher inherent exposure under higher-emissions conditions. Site ‑specific due diligence and engineering assessments are used to refine the assessment of local exposure and resilience requirements. CRR1 Type Risk - Physical Acute Related material business risks Financial, operational, reputation and community Resilience conclusion NEXTDC’s strategy and business model are assessed as resilient to CRR1 across the scenarios and time horizons considered. Should exposure arise, it is expected to be concentrated at sites with comparatively higher inherent physical climate exposure, which may require additional site ‑specific adaptation as conditions evolve. Anticipated financial effects Mitigation and adaptation measures Current financial effects Scenario analysis and resilience More frequent or severe flooding, storms, extreme heat and access‑related disruption may increase exposure at certain locations relative to the anticipated pathway. Potential financial effects under this pathway include higher insurance, repair and facility operating costs (profit or loss and operating cash outflows), additional resilience capital expenditure (property, plant and equipment, including assets under construction, and investment properties, with investing cash outflows) and, at the most exposed sites, potential pressure on asset carrying values. Impacts are expected to remain largely site ‑specific and manageable through existing design standards, operational controls, insurance and business continuity arrangements. Any incremental financial effects are expected to be absorbed within existing insurance, maintenance and operating expenditure, with no material impact anticipated on profit or loss, operating cash flows or asset carrying values. Lower emissions pathway Higher emissions pathway Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 77 For personal use only
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Physical water resilience is incorporated into site selection, engineering design and operational planning. NEXTDC balances water efficiency, energy performance, operational reliability and site ‑specific infrastructure constraints through measures including: ▪ selecting cooling technologies having regard to local climate, long ‑term water availability and utility capacity ▪ minimising water‑ dependent cooling in suitable new developments and increasing the use of lower‑ water cooling for high‑ density workloads ▪ monitoring water consumption and WUE and optimising existing water‑ dependent systems ▪ maintaining appropriate onsite storage and resilient supply arrangements ▪ assessing recycled and alternative non‑potable water sources where technically and commercially feasible and ▪ engaging with water authorities during site selection and development and assessing broader water‑replenishment initiatives where relevant. For future hyperscale developments in Australia, NEXTDC intends to adopt cooling designs that do not require potable water for evaporative plant heat rejection cooling and depending on the site location and scale, can use dry waterless non evaporative heat rejection. Where regional water scarcity or infrastructure constraints arise, longer‑ term resilience may require coordinated action with utilities, governments, communities and major users alongside site ‑level measures. Short term No separately identifiable material current financial effect attributable to CRR2 was identified in FY26. Water‑related operating costs are embedded within broader facility operating expenditure. Medium term Over the medium term, increasing water stress may result in higher water‑related operating costs and operating cash outflows at affected locations. Capital expenditure and associated investing cash outflows may also be required to: ▪ optimise existing water‑ dependent cooling systems ▪ increase onsite water storage or strengthen supply resilience ▪ access recycled or other non‑potable water sources where feasible and ▪ incorporate lower‑ water or water‑independent cooling technologies into new developments. The timing and magnitude of these effects will depend on local water availability and pricing, utility infrastructure, climate conditions and site ‑specific requirements. These costs are generally embedded within broader engineering, development and operational planning and are not currently separately identifiable as climate ‑related expenditure. Long term Over the longer term, increasing water stress may require more significant changes to cooling technology and water‑supply strategies, particularly in water‑ constrained locations and as higher‑ density workloads increase cooling requirements. Where water constraints require greater reliance on air‑ cooled or other water‑independent technologies, this may increase electricity consumption, operating costs and/or upfront capital requirements relative to water‑ dependent cooling solutions. The overall financial effect will depend on site conditions, technology selection, energy and water costs and future cooling requirements and cannot currently be reliably estimated. As site ‑specific requirements and technology choices become more certain, these financial effects are expected to become more readily identifiable through NEXTDC’s project business case, capital planning and operational planning processes. NEXTDC may also consider broader water replenishment or catchment ‑ based initiatives where these provide credible and measurable benefits. CRR2 Water stress and drought No separately identifiable material current financial effect attributable to CRR2 was identified in FY26. Water‑related operating costs are embedded within broader facility operating expenditure. Related material business risks Financial, operational, reputation and community Type Risk - Physical Chronic Scenario analysis and resilience Short to medium term Water stress may emerge earlier or become more pronounced at exposed locations, increasing water‑related operating costs and potentially bringing forward investment in cooling optimisation and water‑supply resilience. Long term More persistent water constraints may require greater capital investment in alternative or recycled water supply, storage and lower‑ water or water‑ independent cooling technologies. Adaptation may also increase operating costs, including where water‑independent cooling solutions increase electricity requirements. Short to medium term Water stress is not expected to materially affect operations. Existing cooling configurations, operational controls and site ‑specific water planning are expected to maintain reliable operations, although water‑related operating costs may increase at some locations as tariffs and local supply conditions evolve. Long term Increasing water constraints may require further site ‑specific optimisation, greater use of recycled or alternative water sources, additional supply resilience and lower‑ water cooling technologies. These measures are expected to support continued reliable operations. Risk overview Reliable cooling is critical to equipment performance, service continuity and data centre resilience. NEXTDC selects cooling technologies on a site ‑specific basis, considering local climate, long ‑term water availability, utility infrastructure, customer requirements, energy efficiency and operational resilience to mitigate potential risks via site selection and design. Water stress, prolonged drought or supply restrictions may constrain water‑ dependent cooling systems, increase operating costs and require investment in alternative water sources, supply resilience or lower‑ water cooling technologies. NEXTDC’s portfolio includes a range of cooling technologies and operational controls, reducing exposure to any single cooling approach. Water‑ dependent cooling has been deployed where long‑ term supply security and supporting infrastructure have been assessed as appropriate. Where regional water constraints emerge, effective responses may also depend on coordinated planning and investment by water authorities, design of non‑ water dry cooling plant heat rejection technologies and other stakeholders beyond the site boundary. Portfolio-level scenario analysis identified Port Hedland (PH1) as having comparatively higher inherent exposure to future water stress under higher- emissions scenarios, with exposure refined through site ‑specific engineering assessment. Resilience conclusion NEXTDC’s strategy and business model are assessed as resilient to CRR2 across the scenarios and time horizons considered. This reflects the flexibility of NEXTDC’s cooling and data centre design, site ‑specific water planning and its ability to adapt water supply and cooling solutions as conditions evolve. NEXTDC is already considering increased use of direct ‑to‑chip liquid cooling and associated heat ‑rejection technologies for higher‑ density workloads, alongside recycled and other non‑potable water solutions, with future design decisions balancing water use, energy performance, capital cost and operational resilience. Maintaining resilience under increasing water stress may require additional operating and capital expenditure, particularly over the medium to long term. These requirements are expected to be considered through NEXTDC’s existing development, capital planning and asset ‑management processes as site ‑specific requirements become more certain. Anticipated financial effects Mitigation and adaptation measures Current financial effects Lower emissions pathway Higher emissions pathway NEXTDC FY26 Annual Report 78 For personal use only
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NEXTDC recognised over $90 million of gross electricity costs in FY26. The majority of customer‑related electricity costs are recovered through contractual power pass‑ through mechanisms, limiting NEXTDC’s direct exposure to electricity price movements. The FY26 electricity cost represents total recognised electricity expenditure and is not a climate ‑attributable amount. Electricity price movements reflect multiple interacting market, operational and contractual factors and the climate ‑related component cannot be separately identified. Based on this assessment, NEXTDC did not identify a material current financial effect specifically attributable to CRR3 in FY26. Diesel fuel costs recognised within operating expenditure were also not material. Short term Residual electricity cost exposure is expected to remain limited, as the majority of electricity costs are recovered through contractual mechanisms. Based on current expectations, any non‑recoverable electricity cost exposure is not expected to be material to NEXTDC’s total electricity expenditure or financial performance. Medium term Residual electricity cost exposure may vary with electricity market conditions and the proportion of costs not recovered from customers. However, contractual cost ‑recovery mechanisms are expected to continue to limit NEXTDC’s direct exposure, and any resulting financial effects are not expected to be material. Higher connection and infrastructure costs or grid delays may increase the cost of assets under construction, affect investing cash flows, delay commissioning and customer revenue, and affect project timing and earnings. Based on current expectations, these effects are not anticipated to be material, although outcomes will depend on site ‑specific connection requirements and market conditions. Long term Residual electricity cost exposure is expected to remain limited where contractual pass‑ through arrangements continue. Longer‑ term outcomes are inherently less certain and will depend on future electricity prices, contractual arrangements and the evolution of energy markets; however, no material financial effect is currently anticipated based on available information. NEXTDC manages electricity cost, supply and connection risk through: ▪ contractual power cost recovery mechanisms ▪ energy ‑efficiency initiatives that reduce facility energy intensity ▪ incorporating electricity, fuel and grid‑market information into procurement, contracting and development decisions ▪ coordinating with network providers and customers on capacity requirements, connection schedules and supply arrangements ▪ evaluating renewable electricity procurement and power purchase arrangements to support longer‑ term supply and cost certainty ▪ incorporating grid capacity, connection timing and energy costs into site selection and development planning ▪ integrating energy procurement and resilience considerations into climate transition planning and ▪ exploring alternate fuel supply chains and maintaining onsite backup ‑fuel reserves to support operational continuity. NEXTDC will continue to review its residual energy exposure and procurement strategy as electricity markets, customer arrangements, grid availability and renewable energy options evolve. CRR3 Increasing input and supply costs Related material business risks Financial and commercial Type Risk - Transition Market Risk overview Electricity and fuel price volatility, grid capacity constraints and delays in network connections may increase NEXTDC’s input costs, affect margins and cash flows, and delay the commissioning of new capacity and associated customer revenue. Contractual power cost recovery mechanisms reduce NEXTDC’s direct exposure to electricity price movements. Residual exposure primarily relates to non‑recoverable facility energy costs, backup fuel and grid connection or infrastructure costs. Resilience conclusion NEXTDC’s strategy and business model are assessed as resilient to CRR3 across the scenarios and time horizons considered. This assessment is supported by the mitigations and adaptation measures listed above. Based on current forecasts, quantified residual electricity cost risk exposure is expected to remain limited however, grid connection and infrastructure effects may be more significant on a project ‑specific basis and will continue to be considered through development and capital planning. Anticipated financial effects Mitigation and adaptation measures Current financial effects Scenario analysis and resilience Short term Existing contractual recovery mechanisms are expected to limit NEXTDC’s direct exposure to electricity price movements; however, fuel and electricity price volatility and connection constraints may continue to affect residual operating costs and development timing. Medium term Continued reliance on higher‑ emissions generation and slower network transition may increase exposure to electricity and fuel price volatility, supply constraints and delayed grid connections. Long term Persistent grid capacity constraints, network congestion and reliance on higher‑ cost or higher‑ emissions energy sources may increase residual energy costs and require additional connection or infrastructure investment, with potential impacts on development timing and customer revenue. Short term Accelerated electrification and renewable integration may increase competition for electricity and grid connections, contributing to near‑ term price volatility and connection constraints, particularly for new developments. Medium term Continued electrification and network investment may maintain pressure on connection capacity and infrastructure costs as electricity demand grows. Long term Increased renewable generation and grid investment may improve system capacity and electricity availability over time, although network investment and electricity market changes may continue to affect pricing and connection costs. Lower emissions pathway Higher emissions pathway Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 79 For personal use only
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Anticipated financial effects Mitigation and adaptation measures During FY26, climate reporting, assurance, certification and related compliance activities were managed through existing functions and operating budgets. Associated external assurance, advisory, certification and compliance expenditure was not separately material to NEXTDC’s financial performance. NEXTDC did not identify a material current financial effect attributable to CRR4 in FY26. Potential indirect effects through customer procurement requirements, development approvals, financing conditions or community expectations were not separately identifiable during the reporting period. Short term Compliance with mandatory climate reporting requirements, including AASB S2, is expected to increase reporting, assurance, advisory and internal compliance activity. Project ‑specific planning and development approval processes may also require additional greenhouse gas, climate resilience and other environmental assessments. Australian Government expectations for data centre and AI infrastructure developers also signal increased scrutiny of renewable energy procurement, grid impacts, energy and water efficiency and broader sustainability outcomes. While the manner in which these expectations will be implemented was not fully determined at the reporting date, they may require additional assessment, advisory and development activity in the near term. These costs are currently embedded across existing operating, advisory and project development expenditure and are not separately tracked as climate ‑ related costs. No material short ‑term financial effect has been identified. Medium term Over the medium term, climate, energy, water and data centre policy expectations may become more formally embedded in planning, development and infrastructure requirements. This could increase compliance, assurance and technical assessment costs and influence renewable electricity procurement, grid connection arrangements, project design and development approval pathways. These effects may increase operating expenditure and operating cash outflows and, where requirements affect the design or delivery of new developments, capital expenditure and investing cash outflows. The financial effect will depend on the scope and timing of future requirements and cannot currently be reliably estimated. Long term Over the longer term, more established climate, energy and data centre policy settings may require ongoing changes to energy procurement, infrastructure and development standards. Conversely, delayed or fragmented policy action could increase adjustment costs if requirements tighten more abruptly. The nature and magnitude of these effects will depend on future policy settings, technology and market developments and customer expectations and cannot currently be reliably estimated. NEXTDC will reassess these effects at least annually as policy settings and stakeholder requirements develop. CRR4 Evolving stakeholder and climate policy expectations Related material business risks Financial, reputational, community, legal and compliance Type Risk - Transition Policy and Legal, Reputation Resilience conclusion NEXTDC’s strategy and business model are assessed as resilient to CRR4 across the scenarios and time horizons considered. This assessment reflects NEXTDC’s existing regulatory and reporting capability, ongoing transition planning and ability to incorporate evolving energy, water and other requirements into procurement, development and investment decisions. The pace and form of future regulation remain uncertain and may require additional operating expenditure, capital investment or internal capability; however, these requirements can be progressively incorporated into business planning as policy settings develop. Risk overview NEXTDC operates in an environment of evolving climate policy, regulatory requirements and stakeholder expectations. Changes in climate reporting, energy and water requirements, carbon policy, planning requirements and customer procurement standards may increase compliance and operating costs, influence development approvals and affect customer or investor expectations. In Australia, emerging policy expectations for large data centres include supporting additional clean energy supply, contributing to grid connection costs, improving energy and water efficiency and supporting grid flexibility. The Australian Government has announced its intention to incorporate these expectations into mandatory standards for large data centres. These effects are difficult to quantify because they depend on future policy settings, market practice and stakeholder responses. Reputational impacts, in particular, may affect customer confidence, tender outcomes or community support without translating immediately into a separately identifiable financial effect. Current financial effects Scenario analysis and resilience Short to medium term Slower or less coordinated policy development may reduce some near‑ term transition requirements but increase regulatory uncertainty and variation across jurisdictions, creating additional complexity for development, procurement and investment decisions. Long term Delayed policy action may increase the risk of more abrupt regulatory or market responses later in the transition, potentially increasing compliance costs, changing customer requirements and requiring faster adjustment of energy procurement, infrastructure or operating practices. A compressed adjustment of this kind could increase both operating and capital expenditure over a shorter period, affecting profit or loss, operating and investing cash flows and, where development timing is affected, the timing of associated revenue. Short to medium term Accelerated climate policy, reporting requirements and customer expectations may increase compliance, assurance and transition‑related expenditure and place greater emphasis on renewable electricity procurement, energy and water efficiency and credible transition planning. Long term More established and coordinated climate policy may increase ongoing requirements for lower‑ emissions energy, resource efficiency and transparent performance, but may also provide greater regulatory and investment certainty as requirements mature. Under this scenario, these effects would primarily increase compliance, assurance and advisory operating expenditure (profit or loss and operating cash outflows), with development ‑related requirements affecting capital expenditure, assets under construction and investing cash outflows. Lower emissions pathway Higher emissions pathway NEXTDC manages CRR4 through ongoing monitoring of regulatory, customer and market developments, together with active engagement in relevant policy and industry processes. This includes: ▪ developing NEXTDC’s Climate Transition Plan ▪ actively engaging with government, regulators, industry bodies and other stakeholders on emerging data centre, energy, water and climate policy ▪ participating in public consultations, industry forums and policy development processes, including through submissions and representative industry groups ▪ contributing technical and operational perspectives to build awareness of data centre infrastructure, energy, water and resilience considerations ▪ monitoring emerging energy, water, carbon and climate ‑reporting requirements ▪ considering renewable electricity procurement and emissions‑reduction pathways ▪ assessing potential carbon, certification and compliance cost exposure ▪ incorporating relevant regulatory and stakeholder requirements into development and capital planning. NEXTDC will continue to adapt its approach as regulatory requirements and stakeholder expectations evolve. 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NEXTDC’s development and operating expenditure already incorporates resource efficiency, resilience and customer performance requirements, including cooling optimisation, power and cooling redundancy, water‑ efficient design, advanced controls and site ‑specific physical resilience measures. These costs and associated benefits are embedded within broader project and operating expenditure and are not separately tracked as climate ‑related amounts. Operational efficiency initiatives support site performance and customer service requirements and are routinely shared with customers as part of ongoing account and operational engagement. PUE and other operational metrics provide indicators of data centre efficiency; however, the associated financial benefit cannot be separately attributed because customer retention, utilisation and contract decisions are influenced by multiple factors including reliability, technical capability, price, connectivity, resilience and service performance. Independent certifications and external recognition of NEXTDC’s operational resilience and sustainability performance also provide third‑party validation of aspects of the service proposition. These benefits are not separately measurable as revenue or cash flow attributable to CRO1. Accordingly, NEXTDC has not separately identified a material current financial effect from this opportunity in FY26. Short term No material separately identifiable financial effect is currently anticipated over the short term. Efficiency and resilience benefits are expected to remain embedded within existing operations, customer service requirements and approved development projects. Medium term Improved resource efficiency and resilience may reduce energy and water costs and avoid or reduce reactive adaptation expenditure. Flexible and resilient infrastructure may also support customer retention, expansion and new demand. NEXTDC intends to progressively develop its ability to quantify these effects, including through improved identification of capital expenditure aligned with efficiency and resilience initiatives, project ‑level energy and water savings, and relevant customer procurement and contractual requirements. As this information develops, NEXTDC will assess the extent to which these benefits can be separately quantified and whether they are material to its financial performance or prospects. Long term Over the longer term, increasing computing density, resource constraints and customer sustainability requirements may increase the operational and commercial value of efficient, resilient and adaptable data centre infrastructure. Potential financial benefits may include operating ‑cost efficiencies, avoided or deferred expenditure and revenue supported by customer retention, expansion or new demand. The extent and materiality of these benefits will be assessed as the underlying data, customer evidence and measurement methodologies mature. Anticipated financial effects NEXTDC seeks to realise this opportunity through: ▪ optimising facility performance to support efficiency, reliability and customer service ‑level requirements ▪ incorporating physical climate resilience and resource efficiency into site selection, design and development ▪ maintaining design flexibility to accommodate evolving customer technology and cooling requirements, including higher‑ density and liquid ‑cooled workloads ▪ working directly with customers and engineering teams on long‑ term capacity and infrastructure requirements ▪ monitoring PUE, WUE and other operational performance indicators and implementing site optimisation initiatives ▪ assessing advanced cooling, recycled/ non‑potable water and other resource ‑ efficient technologies ▪ maintaining and pursuing relevant independent resilience, operational and sustainability certifications and recognition ▪ providing customers with relevant energy, emissions, water and sustainability information to support their reporting and procurement requirements and ▪ progressively improving measurement of capital deployment, resource savings and customer/business activity aligned with the opportunity. Mitigation and adaptation measures CRO1 Market differentiation through resource-efficient and climate-resilient data centres Related material business risks Financial, operational, reputational and community Type Opportunity - Transition Technology, Energy Source Opportunity conclusion NEXTDC considers CRO1 relevant to its future prospects because resource ‑efficient, resilient and adaptable data centre design can support operating efficiency, reliable service delivery and NEXTDC’s ability to respond to evolving customer, technology and sustainability requirements. These attributes may create financial benefits through lower energy and water costs, avoided or deferred adaptation expenditure and support for customer retention, expansion and new demand. While these benefits are not currently separately quantified, NEXTDC has identified the key operational and commercial pathways through which they may arise and intends to progressively develop measures of aligned capital and business activity, project ‑level resource savings and relevant customer requirements to assess their financial effect and materiality over time. Opportunity overview Resource ‑efficient and climate ‑resilient data centre design may reduce energy and water intensity, strengthen operational resilience and support NEXTDC’s ability to meet evolving customer requirements. By strengthening NEXTDC’s competitive position on efficiency, resilience and sustainability performance, this capability supports customer acquisition, retention and utilisation growth and therefore future revenue as customer procurement requirements increasingly weight these factors. Efficiency, resilience and design flexibility are integral to NEXTDC’s customer proposition. Site optimisation supports operational performance and customer service ‑level requirements, while flexible cooling and infrastructure design enables NEXTDC to work with customers on evolving technology and higher‑ density computing requirements, supporting longer‑ term deployment and tenancy decisions. Customers also increasingly seek information on energy consumption, emissions, water and other sustainability performance as part of their own value ‑chain reporting and procurement requirements. NEXTDC supports these requirements through access to relevant operational data and subject matter expertise. Current financial effects Scenario analysis and resilience Short to medium term Increasing physical climate pressures may increase the operational value of efficient cooling, water resilience, infrastructure redundancy and flexible data centre design, particularly for new developments in more exposed locations. Long term More severe physical hazards and resource constraints may increase the value of resilient design and lower‑resource technologies by reducing exposure to disruption and the need for reactive adaptation. These benefits may be partly offset where resilient or water‑independent technologies require higher upfront capital expenditure or energy consumption. Short to medium term Stronger customer, regulatory and investor expectations may increase the value placed on energy ‑ and water‑ efficient data centres, credible emissions performance and resilient infrastructure. This may support operating efficiencies and strengthen NEXTDC’s ability to respond to customer procurement requirements. Long term As efficiency standards, renewable energy expectations and low ‑ emissions technologies mature, resource ‑efficient design may become increasingly important to maintaining competitive operating performance and meeting customer and regulatory requirements. Lower emissions pathway Higher emissions pathway Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 81 For personal use only
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Metrics and Targets Scope 1 Greenhouse Gas (GHG) Emissions Scope 1 greenhouse gas emissions are direct emissions from sources owned or controlled by NEXTDC. NEXTDC measures and reports Scope 1 emissions in tonnes of carbon dioxide equivalent (tCO 2-e) in accordance with the GHG Protocol Corporate Standard. For FY26, NEXTDC’s Scope 1 reporting boundary includes its operational data centres across all jurisdictions. Scope 1 emissions principally arise from diesel combustion for backup power generation, fuel consumed by corporate fleet vehicles, and refrigerant losses from cooling and HVAC systems. Emissions are calculated using activity data from operational and supplier records and emission factors applicable to each emissions source and jurisdiction. Diesel consumption for backup generation is determined through site-level fuel inventory reconciliation, calculated using opening inventory plus verified purchases less closing inventory, with purchases reconciled to supplier invoices. Fuel consumed by corporate fleet vehicles is determined from fuel-card records. Refrigerant emissions are calculated using site-level refrigerant refill and maintenance records across operations within NEXTDC's reporting boundary. The emission factors applied are those applicable to each emission source under the GHG Protocol Corporate Standard, applied consistently across the jurisdictions in which NEXTDC operates. NEXTDC’s total Scope 1 GHG emissions for FY26 are 5,844 tCO 2-e. Scope 2 Greenhouse Gas (GHG) Emissions Scope 2 greenhouse gas emissions are indirect emissions associated with the generation of purchased electricity consumed by NEXTDC. NEXTDC reports Scope 2 emissions using the location-based method in accordance with the GHG Protocol Corporate Standard. The location-based method reflects the average emissions intensity of the electricity grid from which electricity is consumed. It calculates emissions by applying the relevant geographic grid emissions factor to electricity consumption, without adjustment for renewable energy certificates, contractual renewable electricity arrangements or offsets. In determining its Scope 2 reporting boundary, NEXTDC applies the GHG Protocol Corporate Standard having regard to its contractual arrangements and operational control. Electricity consumed by heating, ventilation and air-conditioning systems and other shared facility infrastructure owned and operated by NEXTDC is included within Scope 2. Electricity attributable to customer IT equipment is treated as electricity supplied to end users and is excluded from NEXTDC’s Scope 2 emissions. Scope 2 emissions are calculated by applying the relevant grid emissions factor to electricity consumption within this boundary. For Australian operations, NEXTDC applies the grid emissions factors referenced in the NGER Measurement Determination. For New Zealand, the New Zealand Ministry for the Environment 2025 guidance is applied, and for Malaysia, the Grid Emission Factor 2024 is used. Total facility electricity consumption is sourced from electricity retailer invoices. Electricity attributable to customer IT equipment is deducted to determine the electricity consumption within NEXTDC’s Scope 2 boundary. Customer IT consumption is determined using monthly tenant energy usage data from NEXTDC’s internal tenant energy reporting system and building management systems. Where a site has not yet been configured within the internal reporting system, tenant IT energy usage is extracted from the building management system. Customer IT energy usage is also reconciled against billing data maintained by NEXTDC’s Billing team to support the completeness and accuracy of the allocation. NEXTDC’s total Scope 2 GHG emissions (location-based) for FY26 are 162,163 tCO 2-e. Net Zero target and transition planning In FY26, the Board approved NEXTDC’s target to achieve net zero Scope 1 and Scope 2 greenhouse gas emissions by 2050, applying to emissions within NEXTDC’s Scope 1 and Scope 2 reporting boundary. The target is a net greenhouse gas emissions target and for Scope 2, is defined and measured on a location-based basis. Consistent with this boundary, the target does not include Scope 3 emissions or electricity attributable to customer-controlled IT equipment. The 2050 timeframe was informed by the long-term temperature goals of the Paris Agreement and the global transition towards net zero emissions by mid-century. The target has not been independently validated and was not developed using a sectoral decarbonisation approach. During FY26, NEXTDC commenced development of its Climate Transition Plan, supported by an external adviser. The work includes review of the Scope 1 and Scope 2 target and boundary, modelling of business-as-usual and target emissions trajectories, development of interim targets, assessment of priority decarbonisation levers and associated capital and operating expenditure, and consideration of the potential role of carbon credits in addressing residual emissions in achieving the 2050 net zero target. The Climate Transition Plan will also consider opportunities to improve the disaggregation of cooling driven emissions and customer IT electricity and the interaction between customer renewable electricity procurement and NEXTDC’s own renewable electricity contractual arrangements. As at 30 June 2026, the Climate Transition Plan remained under development and had not yet been finalised or adopted and is expected to be finalised during FY27. NEXTDC reports FY26 Scope 2 greenhouse gas emissions on a location-based method. No contractual instruments were used to adjust or otherwise inform the reported Scope 2 emissions as at 30 June 2026 and, accordingly, no market-based adjustment has been applied. As part of the Climate Transition Plan, we will consider the role of market-based Scope 2 emissions and eligible renewable electricity contractual instruments in supporting renewable electricity procurement and monitoring progress against the target. NEXTDC FY26 Annual Report 82 For personal use only
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Climate Active participation NEXTDC has participated in the Australian Government’s Climate Active program, under which carbon neutrality is assessed in accordance with the Climate Active Carbon Neutral Standard, including through the use of eligible carbon offsets for residual emissions. Climate Active carbon neutrality is separate from NEXTDC’s target to achieve net zero Scope 1 and Scope 2 greenhouse gas emissions by 2050 and is not used as a measure of progress against that target. Details of NEXTDC’s current certification status are available on the Australian Government’s Climate Active website 1. Events after the reporting period In July 2026, the Australian Government announced that it will end certification of voluntary climate claims through the Climate Active program, with certification currently proposed to cease on 30 June 2027 following a transitional period. During this period, existing participants will be supported in transitioning away from certification while the Government consults on the final arrangements, including whether certain voluntary standards and guidance will be retained. NEXTDC will review its participation in Climate Active during the transitional period alongside the development of its Climate Transition Plan. This review will consider NEXTDC’s longer-term approach to emissions reduction, the treatment of residual emissions and the role, if any, of voluntary certification or other mechanisms within its broader decarbonisation strategy. Cross-industry climate-related metrics NEXTDC uses the following cross-industry metrics to monitor its exposure to climate-related risks and alignment with climate-related opportunities. Physical climate metrics are portfolio-level screening indicators derived from the climate models used in NEXTDC's scenario analysis and should not be interpreted as site-specific risk ratings. They should be read together with the CRRO and climate resilience assessments in the 'Strategy' section. Site-based climate metrics are based on NEXTDC’s operating data centre portfolio as at 30 June 2026. The 18 operating data centres assessed were A1, B1, B2, C1, D1, KL1, M1, M2, M3, NE1, P1, P2, PH1, S1, S2, S3, S6 and SC1. For the purposes of the climate assessment, sites are included based on whether the data centre is operational. This is separate from the classification of assets for financial reporting purposes. A site containing an operating data centre may also comprise assets classified as investment property, including leased data centre assets and stages of the site that remain under construction or development. Accordingly, the site population used for the climate assessment should not be interpreted as a reconciliation to the financial statement classification of investment properties. Non-operational developments are not included in the operating data centre metrics and will be incorporated into site-level climate assessment as they become operational. Metric Overview Operating data centre portfolio exposed to CRR3 (Increasing input and supply costs) and CRR4 (Stakeholder and policy expectations) 18 of 18 operating data centre sites (100%) are within the scope of these transition risks. The risks are principally portfolio ‑ or business‑ wide rather than geographically concentrated, residual exposure varies by risk, scenario and time horizon as described in Section 5. Operating data centre sites identified through portfolio-level climate screening as having medium or high modelled exposure to selected physical climate hazards2 11 of 18 operating data centre sites (61%) were identified through portfolio-level climate screening as having medium or high modelled baseline exposure to water stress. Eight of 18 sites (44%) were similarly identified for river flooding. These indicators reflect geographic exposure under the climate models used in NEXTDC's scenario analysis. They do not represent site-specific vulnerability, actual water availability constraints or residual risk, which are influenced by site design, local conditions, infrastructure and existing controls and are assessed separately through site-specific due diligence and NEXTDC's CRRO and resilience processes. Operating data centre sites aligned with CRO1 (Resource-efficient and climate-resilient data centre design) 18 of 18 operating data centre sites (100%) are considered aligned with CRO1, reflecting the integration of resource efficiency and resilience considerations into site design and operations. The opportunity is also relevant to developments and future site selection. Capital deployed towards climate-related risks and opportunities Broader climate ‑related design elements are embedded within development expenditure and are not separately tracked. Internal carbon price used in decision-making NEXTDC does not currently apply an internal carbon price in investment or operational decision‑making. Carbon prices used within climate scenario analysis are external, scenario based assumptions applied to test resilience. They are not applied as an internal carbon price for capital allocation or investment appraisal decisions. 1 https://www.climateactive.org.au/buy ‑climate ‑active/certified ‑members/nextdc . 2 Basis of physical climate metrics: Physical climate metrics are derived from the climate models and geospatial datasets used in NEXTDC's scenario analysis and are intended as portfolio ‑level screening indicators of modelled geographic exposure. A site located within an area identified as having elevated exposure to a particular hazard is not necessarily exposed to the same level of risk at the specific site location. These metrics do not represent site ‑specific vulnerability or residual risk. Actual site ‑level risk may differ due to local topography, elevation, drainage, infrastructure, water‑security arrangements, engineering design and existing controls. These factors are considered separately through site ‑specific due diligence, engineering assessments and NEXTDC's CRRO and resilience assessment. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 83 For personal use only
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Assurance PricewaterhouseCoopers, ABN 52 780 433 757 2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331 MELBOURNE VIC 3001 T: +61 3 8603 1000, F: +61 3 8603 1999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. pwc.com.au Independent Auditor’s Review Report on specified Sustainability Disclosures To the members of NEXTDC Limited Review Conclusion We have conducted a review of the following specified Sustainability Disclosures in the Sustainability Report included in the Annual Report of NEXTDC Limited (the Company) and its controlled entities (together, the Group) for the year ended 30 June 2026 as required by Australian Standard on Sustainability Assurance ASSA 5010 Timeline for Audits and Reviews of Information in Sustainability Reports under the Corporations Act 2001 issued by the Auditing and Assurance Standards Board (AUASB): Specified Sustainability Disclosures Reporting requirement of Australian Sustainability Reporting Standard AASB S2 Climate-related Disclosures (AASB S2) (including related general disclosures required by Appendix D) Location in Sustainability Report Governance Paragraph 6 Governance disclosures contained within the ‘Governance’ section on page 69 through 70. Strategy (risks and opportunities) Subparagraphs 9(a), 10(a) and 10(b) The ‘Name’ (referred to as ‘Driver’), ‘Description’ (referred to as ‘Risk/Opportunity’) and ‘Category’ for each of the climate-related risks and opportunities that could reasonably be expected to affect the Group’s prospects within the ‘Risk Management’ section on page 72 Applicable method and measurement approaches contained on page 72 Scope 1 and 2 emissions Subparagraphs 29(a)(i)(1) to (2) and 29(a)(ii) to (v) The emissions disclosures contained within the ‘Metrics and Targets’ section on page 82: • Scope 1 emissions: 5,844 tCO2-e • Scope 2 emissions (location-based): 162,163 tcO2-e and the related measurement assumptions included on page 82. The requirements of AASB S2 together with the applicable method and measurement approaches identified in the table above form the criteria relevant to the specified Sustainability Disclosures and apply under Division 1 of Part 2M.3 of the Corporations Act 2001 (the Act). NEXTDC FY26 Annual Report 84 For personal use only
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We have not become aware of any matter in the course of our review that makes us believe that the Sustainability Disclosures specified in the table above do not comply with Division 1 of Part 2M.3 of the Corporations Act 2001. Basis for Conclusion Our review has been conducted in accordance with Australian Standard on Sustainability Assurance ASSA 5000 General Requirements for Sustainability Assurance Engagements (ASSA 5000) issued by the AUASB. Our review includes obtaining limited assurance about whether the specified Sustainability Disclosures are free from material misstatement. In applying the relevant criteria, we note that subsection 296C(1) of the Act includes a requirement to comply with AASB S2. Our conclusion is based on the procedures we have performed and the evidence we have obtained in accordance with ASSA 5000. The procedures in a review vary in nature and timing from, and are less in extent than for, an audit. Consequently, the level of assurance obtained in a review is substantially lower than the assurance that would have been obtained had an audit been performed. See the ‘Summary of the Work Performed’ section of our report below. Our responsibilities under ASSA 5000 are further described in the Auditor’s Responsibilities section of this report. We are independent of the Company in accordance with the applicable ethical requirements of APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (November 2018 incorporating all amendments to June 2024) (the Code), together with the ethical requirements in the Act, that are relevant to our review of the specified Sustainability Disclosures and public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. Our firm applies Australian Standard on Quality Management ASQM 1 Quality Management for Firms that Perform Audits or Reviews of Financial Reports and Other Financial Information, or Other Assurance or Related Services Engagements, which requires the firm to design, implement and operate a system of quality management, including policies and procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 85 For personal use only
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Other Information The directors of the Company are responsible for the other information. The other information comprises the information included in the Annual Report for the year ended 30 June 2026, but does not include the specified Sustainability Disclosures and our auditor's report thereon. Our conclusion on the specified Sustainability Disclosures does not cover the other information and we do not express any form of assurance conclusion thereon. We have issued a separate opinion on the Financial Report including the Remuneration Report included in the Annual Report. In connection with our review of the specified Sustainability Disclosures, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the specified Sustainability Disclosures, or our knowledge obtained when conducting the review, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities for the specified Sustainability Disclosures The directors of the Company are responsible for: • The preparation of the specified Sustainability Disclosures in accordance with the Act; and • Designing, implementing and maintaining such internal control as is necessary to enable the preparation of the specified Sustainability Disclosures, in accordance with the Act that are free from material misstatement, whether due to fraud or error. Inherent Limitations in preparing the specified Sustainability Disclosures Sustainability information may be subject to more inherent limitations than financial information, given both its nature and the methods used for determining, calculating, and estimating such information. Different acceptable methods have varying precision and can affect the comparability of sustainability information across entities and over time. In addition, greenhouse gas emissions quantification is subject to inherent uncertainty, which arises because of incomplete scientific knowledge used to determine emissions factors and the values needed to combine emissions of different gases. The specified Sustainability Disclosures in relation to Strategy (risks and opportunities) have been prepared using assumptions about future events, and management’s actions, that may not occur. NEXTDC FY26 Annual Report 86 For personal use only
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Auditor’s Responsibilities Our objectives are to plan and perform the review to obtain limited assurance about whether the specified Sustainability Disclosures are free from material misstatement, whether due to fraud or error, and to issue a review report that includes our conclusion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence decisions of users taken on the basis of the specified Sustainability Disclosures. As part of a review in accordance with ASSA 5000, we exercise professional judgement and maintain professional scepticism throughout the engagement. We also: • Perform risk assessment procedures, including obtaining an understanding of internal control relevant to the engagement, to identify and assess the risks of material misstatements, whether due to fraud or error, at the disclosure level but not for the purpose of providing a conclusion on the effectiveness of the entity’s internal control. • Design and perform procedures responsive to assessed risks of material misstatement at the disclosure level. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Summary of the Work Performed A review is a limited assurance engagement and involves performing procedures to obtain evidence about the specified Sustainability Disclosures. The nature, timing and extent of procedures selected depend on professional judgement, including the assessed risks of material misstatement at the disclosure level, whether due to fraud or error. In conducting our review, we: • Inspected the specified Sustainability Disclosures and assessed the completeness and accuracy of these disclosures against the relevant disclosure requirements of AASB S2 and with reference to the knowledge and evidence obtained during the assurance engagement; • Performed enquiries of management regarding the methodologies, processes and controls for capturing, collating, calculating and reporting the specified Sustainability Disclosures and assessed their alignment with AASB S2 and applicable method and measurement approaches; • Inspected and assessed, on a sample basis, charters, policies, minutes of meetings regarding the monitoring, management and oversight of climate-related matters, and other underlying evidence supporting the climate-related financial disclosures on governance; • Performed enquiries of management and examined underlying evidence on a sample basis regarding the approach taken by the Group to: Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 87 For personal use only
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o Identify and prioritise climate-related risks and opportunities; o Identify material information for disclosure with regards to the Strategy (risks and opportunities) disclosures; • Performed enquiries of management and examined underlying evidence to assess the completeness and accuracy of the establishment of the organisational boundary, and sources of emissions, in the context of the specified Sustainability Disclosures. • Performed enquiries of management regarding the assumptions, conversion factors and greenhouse gas emission factors applied within the calculations of the Scope 1 and Scope 2 emissions; • Applied analytical procedures to evaluate the Scope 1 and Scope 2 emissions and the underlying activity data, and; • Performed testing over the calculations of the Scope 1 and Scope 2 emissions, including testing the activity data utilised within the calculations to third-party records, information captured by onsite measurement devices at the facilities within the organisational boundary and other relevant underlying information, on a sample basis. PricewaterhouseCoopers John O'Donoghue Melbourne Partner 27 August 2026 NEXTDC FY26 Annual Report 88 For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 89 For personal use only
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NEXTDC FY26 Annual Report 90 Financial Report NEXTDC Limited ABN 35 143 582 521 Financial report for the year ended 30 June 2026 Financial Report | NEXTDC FY26 Annual Report 1 Financial Report These consolidated financial statements are the consolidated financial statements of the consolidated entity consisting of NEXTDC Limited (ABN 35 143 582 521) and its subsidiaries. A list of material subsidiaries is included in note 28. NEXTDC is a company limited by shares, incorporated and domiciled in Australia. The consolidated financial statements are presented in Australian dollars which is NEXTDC Limited’s functional and presentation currency. The Company is of a kind referred to in ASIC Legislative Instrument 2026/183, relating to the ‘rounding off’ of amounts in the consolidated financial statements. Amounts in the consolidated financial statements have been rounded off in accordance with the instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. NEXTDC’s registered office is: 20 Wharf Street Brisbane QLD 4000 A description of the nature of the consolidated entity's operations and its principal activities is included in the Directors' Report, which is not part of these consolidated financial statements. The consolidated financial statements were authorised for issue by the Directors on 27 August 2026. The Directors have the power to amend and reissue the consolidated financial statements. All press releases, financial reports and other information are available at our Investor Centre on our website: www.nextdc.com Consolidated Statement of Comprehensive Income 92 Consolidated Balance Sheet 93 Consolidated Statement of Changes in Equity 94 Consolidated Statement of Cash Flows 95 Notes to the Consolidated Financial Report 96 Consolidated Entity Disclosure Statement 153 Directors’ Declaration 156 Independent Auditor’s Report to the Members 157 Shareholder Information 163 Corporate Directory 165 Financial Report | NEXTDC FY26 Annual Report 2 For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 91 Financial Report These consolidated financial statements are the consolidated financial statements of the consolidated entity consisting of NEXTDC Limited (ABN 35 143 582 521) and its subsidiaries. A list of material subsidiaries is included in note 28. NEXTDC is a company limited by shares, incorporated and domiciled in Australia. The consolidated financial statements are presented in Australian dollars which is NEXTDC Limited’s functional and presentation currency. The Company is of a kind referred to in ASIC Legislative Instrument 2026/183, relating to the ‘rounding off’ of amounts in the consolidated financial statements. Amounts in the consolidated financial statements have been rounded off in accordance with the instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. NEXTDC’s registered office is: 20 Wharf Street Brisbane QLD 4000 A description of the nature of the consolidated entity's operations and its principal activities is included in the Directors' Report, which is not part of these consolidated financial statements. The consolidated financial statements were authorised for issue by the Directors on 27 August 2026. The Directors have the power to amend and reissue the consolidated financial statements. All press releases, financial reports and other information are available at our Investor Centre on our website: www.nextdc.com Consolidated Statement of Comprehensive Income 92 Consolidated Balance Sheet 93 Consolidated Statement of Changes in Equity 94 Consolidated Statement of Cash Flows 95 Notes to the Consolidated Financial Report 96 Consolidated Entity Disclosure Statement 153 Directors’ Declaration 156 Independent Auditor’s Report to the Members 157 Shareholder Information 163 Corporate Directory 165 Financial Report | NEXTDC FY26 Annual Report 2 For personal use only
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NEXTDC FY26 Annual Report 92 Consolidated Statement of Comprehensive Income For the year ended 30 June 2026 30 June 2026 30 June 2025 Note $'000 $'000 REVENUE FROM CONTINUING OPERATIONS Data centre revenue 4 496,492 427,209 OTHER INCOME Other income 4 19,919 33,506 Other gains/(losses) 4 126,383 494 EXPENSES Direct costs (91,474) (77,007) Employee benefits expense (77,807) (61,382) Data centre facility costs (57,581) (46,631) Depreciation and amortisation expense (262,506) (208,407) Professional fees (13,613) (9,540) Marketing costs (2,724) (2,264) Office and administrative expenses (26,928) (25,811) Finance costs 5 (81,662) (83,786) Share of loss on investment in associate — (1,813) Impairment of investment in associates — (3,237) Profit/(loss) before income tax 28,499 (58,669) Income tax benefit/(expense) 24 53,564 (1,874) Profit/(loss) after income tax 82,063 (60,543) PROFIT/(LOSS) IS ATTRIBUTABLE TO: Owners of NEXTDC Limited 82,063 (60,543) OTHER COMPREHENSIVE INCOME Items that may be reclassified to profit or loss Gains/(losses) on cash flow hedges 16(c) 32,451 (15,017) Exchange differences on translation of foreign operations 16(b) (16,789) 13,057 Costs of hedging 16(c) (194) 128 Hedging (gain) reclassified to profit loss 16(c) (2,944) (8,960) Income tax relating to these items 16(c) (4,513) 1,874 Items that will not be reclassified to profit or loss Revaluation of property, plant and equipment 16(a) 495,569 — Income tax relating to these items 16(a) (148,671) — Total comprehensive income/(loss) 436,972 (69,461) Attributable to: Owners of NEXTDC Limited 436,972 (69,461) EARNINGS/(LOSS) PER SHARE FOR PROFIT/(LOSS) ATTRIBUTABLE TO THE ORDINARY EQUITY HOLDERS OF THE GROUP: Cents Cents Basic earnings/(loss) per share 3 12.45 (9.59) Diluted earnings/(loss) per share 3 12.20 (9.59) Financial Report | NEXTDC FY26 Annual Report 92 The notes following the consolidated financial statements form part of the financial report. For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 93 Consolidated Statement of Comprehensive Income For the year ended 30 June 2026 30 June 2026 30 June 2025 Note $'000 $'000 REVENUE FROM CONTINUING OPERATIONS Data centre revenue 4 496,492 427,209 OTHER INCOME Other income 4 19,919 33,506 Other gains/(losses) 4 126,383 494 EXPENSES Direct costs (91,474) (77,007) Employee benefits expense (77,807) (61,382) Data centre facility costs (57,581) (46,631) Depreciation and amortisation expense (262,506) (208,407) Professional fees (13,613) (9,540) Marketing costs (2,724) (2,264) Office and administrative expenses (26,928) (25,811) Finance costs 5 (81,662) (83,786) Share of loss on investment in associate — (1,813) Impairment of investment in associates — (3,237) Profit/(loss) before income tax 28,499 (58,669) Income tax benefit/(expense) 24 53,564 (1,874) Profit/(loss) after income tax 82,063 (60,543) PROFIT/(LOSS) IS ATTRIBUTABLE TO: Owners of NEXTDC Limited 82,063 (60,543) OTHER COMPREHENSIVE INCOME Items that may be reclassified to profit or loss Gains/(losses) on cash flow hedges 16(c) 32,451 (15,017) Exchange differences on translation of foreign operations 16(b) (16,789) 13,057 Costs of hedging 16(c) (194) 128 Hedging (gain) reclassified to profit loss 16(c) (2,944) (8,960) Income tax relating to these items 16(c) (4,513) 1,874 Items that will not be reclassified to profit or loss Revaluation of property, plant and equipment 16(a) 495,569 — Income tax relating to these items 16(a) (148,671) — Total comprehensive income/(loss) 436,972 (69,461) Attributable to: Owners of NEXTDC Limited 436,972 (69,461) EARNINGS/(LOSS) PER SHARE FOR PROFIT/(LOSS) ATTRIBUTABLE TO THE ORDINARY EQUITY HOLDERS OF THE GROUP: Cents Cents Basic earnings/(loss) per share 3 12.45 (9.59) Diluted earnings/(loss) per share 3 12.20 (9.59) Financial Report | NEXTDC FY26 Annual Report 92 The notes following the consolidated financial statements form part of the financial report. Consolidated Balance Sheet As at 30 June 2026 30 June 2026 30 June 2025 Note $'000 $'000 ASSETS CURRENT ASSETS Cash and cash equivalents 875,978 243,688 Trade and other receivables 6 185,667 59,472 Derivative financial instruments 17(a) — 838 Other assets 7 35,173 15,717 Total current assets 1,096,818 319,715 NON-CURRENT ASSETS Property, plant and equipment 10 5,761,012 5,284,020 Other assets 7 58,444 30,252 Intangible assets 11 58,734 54,700 Derivative financial instruments 17(a) 24,830 — Investment properties 13 3,236,749 — Total non-current assets 9,139,769 5,368,972 TOTAL ASSETS 10,236,587 5,688,687 LIABILITIES CURRENT LIABILITIES Trade and other payables 8 528,744 227,252 Lease liabilities 12 8,007 7,701 Derivative financial instruments 17(a) — 533 Revenue received in advance 9 51,213 23,046 Provisions 1,412 — Total current liabilities 589,376 258,532 NON-CURRENT LIABILITIES Provisions 3,321 2,633 Revenue received in advance 9 106,265 66,473 Derivative financial instruments 17(a) 8,947 11,735 Borrowings 18 3,276,526 1,127,564 Lease liabilities 12 74,069 70,937 Deferred tax liabilities 25(b) 83,139 — Total non-current liabilities 3,552,267 1,279,342 TOTAL LIABILITIES 4,141,643 1,537,874 NET ASSETS 6,094,944 4,150,813 EQUITY Share capital 15 5,835,268 4,336,990 Other equity 15(g) (20,603) (20,603) Reserves 16 373,346 9,556 Accumulated losses (93,067) (175,130) TOTAL EQUITY 6,094,944 4,150,813 Financial Report | NEXTDC FY26 Annual Report 93 The notes following the consolidated financial statements form part of the financial report. For personal use only
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NEXTDC FY26 Annual Report 94 Consolidated Statement of Changes in Equity For the year ended 30 June 2026 Share capital Other equity Reserves Accumulated losses Total equity Note $'000 $'000 $'000 $'000 $'000 Balance as at 1 July 2024 3,667,117 — 14,570 (114,587) 3,567,100 Loss for the year — — — (60,543) (60,543) Other comprehensive loss — — (8,918) — (8,918) Total comprehensive loss — — (8,918) (60,543) (69,461) TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS OWNERS: Contributions of equity, net of transaction costs and tax 15(b) 667,685 — — — 667,685 Acquisition of treasury shares 15(g) — (20,603) — — (20,603) Share based payments - conversion of rights to shares 15(b) 2,188 — (2,188) — — Share based payments - value of employee services — — 6,092 — 6,092 Balance as at 30 June 2025 4,336,990 (20,603) 9,556 (175,130) 4,150,813 Share capital Other equity Reserves Accumulated losses Total equity Note $'000 $'000 $'000 $'000 $'000 Balance as at 1 July 2025 4,336,990 (20,603) 9,556 (175,130) 4,150,813 Profit for the year — — — 82,063 82,063 Other comprehensive income — — 354,909 — 354,909 Total comprehensive income — — 354,909 82,063 436,972 TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS OWNERS: Contributions of equity, net of transaction costs and tax 15(b) 1,495,981 — — — 1,495,981 Share based payments - conversion of rights to shares 15(b) 2,297 — (2,297) — — Share based payments - value of employee services — — 11,178 — 11,178 Balance as at 30 June 2026 5,835,268 (20,603) 373,346 (93,067) 6,094,944 Financial Report | NEXTDC FY26 Annual Report 94 The notes following the consolidated financial statements form part of the financial report. Consolidated Statement of Cash Flows For the year ended 30 June 2026 30 June 2026 30 June 2025 Note $'000 $'000 OPERATING ACTIVITIES Receipts from customers (inclusive of GST) 539,166 496,309 Payments to suppliers and employees (inclusive of GST) (312,067) (246,274) 227,099 250,035 Interest paid (143,475) (75,047) Proceeds from bank guarantees — 9,781 Interest received 16,263 37,868 Net cash inflow from operating activities 26(a) 99,887 222,637 INVESTING ACTIVITIES Payments for property, plant and equipment (2,076,138) (1,569,068) Payments for investment properties (954,556) — Payments for intangible assets (31,653) (26,732) Proceeds from sale of investment in associate — 7,082 Net cash outflow from investing activities (3,062,347) (1,588,718) FINANCING ACTIVITIES Proceeds from borrowings 18 4,487,000 1,148,000 Repayments of borrowings 18 (2,285,000) (1,400,000) Transaction costs in relation to borrowings 18 (75,347) (21,307) Proceeds from issues of shares 15(b) 1,507,541 678,155 Transaction costs paid in relation to issue of shares 15(b) (29,049) (10,470) Principal elements of lease payments (2,317) (1,697) Payments for acquisition of shares by the NEXTDC Employee share trust 15(g) — (20,603) Net cash inflow from financing activities 3,602,828 372,078 Net increase/(decrease) in cash and cash equivalents 640,368 (994,003) Cash and cash equivalents at the beginning of the year 243,688 1,236,192 Effects of exchange rate changes on cash and cash equivalents (8,078) 1,499 Cash and cash equivalents at end of year 875,978 243,688 Financial Report | NEXTDC FY26 Annual Report 95 The notes following the consolidated financial statements form part of the financial report. For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 95 Consolidated Statement of Cash Flows For the year ended 30 June 2026 30 June 2026 30 June 2025 Note $'000 $'000 OPERATING ACTIVITIES Receipts from customers (inclusive of GST) 539,166 496,309 Payments to suppliers and employees (inclusive of GST) (312,067) (246,274) 227,099 250,035 Interest paid (143,475) (75,047) Proceeds from bank guarantees — 9,781 Interest received 16,263 37,868 Net cash inflow from operating activities 26(a) 99,887 222,637 INVESTING ACTIVITIES Payments for property, plant and equipment (2,076,138) (1,569,068) Payments for investment properties (954,556) — Payments for intangible assets (31,653) (26,732) Proceeds from sale of investment in associate — 7,082 Net cash outflow from investing activities (3,062,347) (1,588,718) FINANCING ACTIVITIES Proceeds from borrowings 18 4,487,000 1,148,000 Repayments of borrowings 18 (2,285,000) (1,400,000) Transaction costs in relation to borrowings 18 (75,347) (21,307) Proceeds from issues of shares 15(b) 1,507,541 678,155 Transaction costs paid in relation to issue of shares 15(b) (29,049) (10,470) Principal elements of lease payments (2,317) (1,697) Payments for acquisition of shares by the NEXTDC Employee share trust 15(g) — (20,603) Net cash inflow from financing activities 3,602,828 372,078 Net increase/(decrease) in cash and cash equivalents 640,368 (994,003) Cash and cash equivalents at the beginning of the year 243,688 1,236,192 Effects of exchange rate changes on cash and cash equivalents (8,078) 1,499 Cash and cash equivalents at end of year 875,978 243,688 Financial Report | NEXTDC FY26 Annual Report 95 The notes following the consolidated financial statements form part of the financial report. For personal use only
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NEXTDC FY26 Annual Report 96 Contents of the notes to the consolidated financial report Page 1 Basis of preparation 97 Business Performance 98 2 Segment performance 98 3 Earnings/(loss) per share 101 4 Revenue and other income 102 5 Expenses 105 Operating assets and liabilities 106 6 Trade and other receivables 106 7 Other assets 107 8 Trade and other payables 108 9 Revenue received in advance 108 10 Property, plant and equipment 109 11 Intangible assets 111 12 Leases 113 13 Investment properties 115 Capital and financial risk management 119 14 Capital risk management 119 15 Contributed equity 119 16 Reserves 122 17 Financial risk management 123 18 Borrowings 129 Items not recognised 132 19 Commitments 132 20 Contingencies 132 21 Subsequent events 132 Employee remuneration 133 22 Key management personnel 133 23 Share-based payments 133 Other 137 24 Income tax 137 25 Deferred tax 139 26 Cash flow information 140 27 Remuneration of auditors 141 28 Interest in other entities 142 29 Parent entity financial information 143 30 Summary of material accounting policies 145 Financial Report | NEXTDC FY26 Annual Report 96 Notes to the Consolidated Financial Report 30 June 2026 For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 97 Contents of the notes to the consolidated financial report Page 1 Basis of preparation 97 Business Performance 98 2 Segment performance 98 3 Earnings/(loss) per share 101 4 Revenue and other income 102 5 Expenses 105 Operating assets and liabilities 106 6 Trade and other receivables 106 7 Other assets 107 8 Trade and other payables 108 9 Revenue received in advance 108 10 Property, plant and equipment 109 11 Intangible assets 111 12 Leases 113 13 Investment properties 115 Capital and financial risk management 119 14 Capital risk management 119 15 Contributed equity 119 16 Reserves 122 17 Financial risk management 123 18 Borrowings 129 Items not recognised 132 19 Commitments 132 20 Contingencies 132 21 Subsequent events 132 Employee remuneration 133 22 Key management personnel 133 23 Share-based payments 133 Other 137 24 Income tax 137 25 Deferred tax 139 26 Cash flow information 140 27 Remuneration of auditors 141 28 Interest in other entities 142 29 Parent entity financial information 143 30 Summary of material accounting policies 145 Financial Report | NEXTDC FY26 Annual Report 96 Notes to the Consolidated Financial Report 30 June 2026 1 Basis of preparation The 2026 financial statements notes have been grouped into the following sections: ▪ Section 1 Business performance ▪ Section 2 Operating assets and liabilities ▪ Section 3 Capital and financial risk management ▪ Section 4 Items not recognised ▪ Section 5 Employee remuneration ▪ Section 6 Other Each section sets out the material accounting policies applied along with details of any key judgements and estimates made or information required to understand the note. NEXTDC Limited (the Company) is domiciled in Australia. The registered office is 20 Wharf Street Brisbane QLD 4000. The nature of the operations and principal activities of the Company and its controlled entities (referred to as ‘the Group’) are described in the Segment information. The consolidated general purpose financial statements of the Group for the year ended 30 June 2026 were authorised for issue in accordance with a resolution of the Directors on 27 August 2026. The financial statements: ▪ Have been prepared in accordance with the requirements of the Corporations Act 2001 (Cth), Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and International Financial Reporting Standards as issued by the International Accounting Standards Board ▪ Have been prepared on an historical cost basis, except for investment properties and derivatives measured at fair value ▪ Are presented in Australian dollars and, unless otherwise stated, all values have been rounded to the nearest thousand dollars ($'000) under the option available under the Australian Securities and Investments Commission (ASIC) Corporations (Rounding in Financial/Directors' Report) Instrument 2026/183 ▪ Present reclassified comparative information where required for consistency with the current year’s presentation ▪ Adopt all new and amended Accounting Standards and Interpretations issued by the AASB that are relevant to the operations of the Group and effective for reporting periods beginning on or after 1 July 2025 ▪ Do not early adopt any other Accounting Standards and Interpretations that have been issued or amended but are not yet effective. Financial Report | NEXTDC FY26 Annual Report 97 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 98 Business Performance 2 Segment performance (a) Description of segments Management considers the business from a geographic perspective and has identified five reportable segments, being each geography where the Group operates data centre facilities and the last capturing financial information from operations that do not naturally fit into any particular geography. As these segments do not exist as a separate legal entity, information such as income tax expense and segment liabilities are not prepared and provided to management for review and therefore not presented. (b) Segment information provided to management The segment information provided to management for the reportable segments is as follows: Vic NSW/ACT Rest of Australia Inter- national Other Total 30 June 2026 $'000 $'000 $'000 $'000 $'000 $'000 Revenue from external customers Colocation revenue 151,153 168,617 67,999 1,177 — 388,946 Interconnection revenue 9,911 6,748 12,008 — 3,352 32,019 Other revenue including power passthrough 20,229 46,976 4,128 — — 71,333 Lease income 3,178 — — — — 3,178 Rental revenue from landbank properties — 629 387 — — 1,016 Total revenue 184,471 222,970 84,522 1,177 3,352 496,492 Direct costs – Power (26,407) (51,612) (12,204) (187) — (90,410) – Other (439) (419) (206) — — (1,064) Data centre facility costs (15,850) (27,238) (13,107) (943) (443) (57,581) Employee benefits expense (5,640) (7,626) (5,792) (369) (1,006) (20,433) Other expenses (99) (420) (348) (135) (785) (1,787) Segment EBITDA 136,036 135,655 52,865 (457) 1,118 325,217 30 June 2026 Segment assets 4,254,410 3,178,728 1,124,200 483,127 — 9,040,465 Unallocated assets — — — — 1,196,122 1,196,122 Total segment assets 4,254,410 3,178,728 1,124,200 483,127 1,196,122 10,236,587 There was no impairment charge or other significant non-cash item recognised in relation to the above segments in 2026 (2025: nil). Financial Report | NEXTDC FY26 Annual Report 98 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 99 Business Performance 2 Segment performance (a) Description of segments Management considers the business from a geographic perspective and has identified five reportable segments, being each geography where the Group operates data centre facilities and the last capturing financial information from operations that do not naturally fit into any particular geography. As these segments do not exist as a separate legal entity, information such as income tax expense and segment liabilities are not prepared and provided to management for review and therefore not presented. (b) Segment information provided to management The segment information provided to management for the reportable segments is as follows: Vic NSW/ACT Rest of Australia Inter- national Other Total 30 June 2026 $'000 $'000 $'000 $'000 $'000 $'000 Revenue from external customers Colocation revenue 151,153 168,617 67,999 1,177 — 388,946 Interconnection revenue 9,911 6,748 12,008 — 3,352 32,019 Other revenue including power passthrough 20,229 46,976 4,128 — — 71,333 Lease income 3,178 — — — — 3,178 Rental revenue from landbank properties — 629 387 — — 1,016 Total revenue 184,471 222,970 84,522 1,177 3,352 496,492 Direct costs – Power (26,407) (51,612) (12,204) (187) — (90,410) – Other (439) (419) (206) — — (1,064) Data centre facility costs (15,850) (27,238) (13,107) (943) (443) (57,581) Employee benefits expense (5,640) (7,626) (5,792) (369) (1,006) (20,433) Other expenses (99) (420) (348) (135) (785) (1,787) Segment EBITDA 136,036 135,655 52,865 (457) 1,118 325,217 30 June 2026 Segment assets 4,254,410 3,178,728 1,124,200 483,127 — 9,040,465 Unallocated assets — — — — 1,196,122 1,196,122 Total segment assets 4,254,410 3,178,728 1,124,200 483,127 1,196,122 10,236,587 There was no impairment charge or other significant non-cash item recognised in relation to the above segments in 2026 (2025: nil). Financial Report | NEXTDC FY26 Annual Report 98 Notes to the Consolidated Financial Report 30 June 2026 (continued) 2 Segment performance (continued) (b) Segment information provided to management (continued) Vic NSW/ACT Rest of Australia Inter- national Other Total 30 June 2025 $'000 $'000 $'000 $'000 $'000 $'000 Revenue from external customers Colocation revenue 120,559 148,639 61,871 – – 331,069 Interconnection revenue 9,371 6,207 11,019 – 3,623 30,220 Other revenue including power passthrough 14,780 46,999 3,041 – – 64,820 Rental revenue from landbank properties 41 653 406 – – 1,100 Total revenue 144,751 202,498 76,337 – 3,623 427,209 Direct costs – Power (19,784) (45,937) (10,041) (46) – (75,808) – Other (162) (927) (110) – – (1,199) Data centre facility costs (15,247) (20,762) (9,956) (385) (281) (46,631) Employee benefits expense (4,604) (6,491) (5,521) (389) (91) (17,096) Other expenses (135) (808) (579) (618) (2,700) (4,840) Segment EBITDA 104,819 127,573 50,130 (1,438) 551 281,635 30 June 2025 Segment assets 1,696,974 2,600,943 752,592 186,950 – 5,237,459 Unallocated assets – – – – 451,228 451,228 Total segment assets 1,696,974 2,600,943 752,592 186,950 451,228 5,688,687 Financial Report | NEXTDC FY26 Annual Report 99 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 100 2 Segment performance (continued) (c) Other segment information (i) Profit/(loss) before tax Management assesses the performance of the operating segments based on a measure of EBITDA. Interest income and expenditure are not allocated to segments, as this type of activity is driven by the central treasury function, which manages the cash position of the Group. A reconciliation of operating segment results to profit/(loss) before income tax is as follows: 30 June 2026 30 June 2025 $'000 $'000 Total segment EBITDA 325,217 281,635 Employee benefits expense (non-facility staff) (57,374) (44,286) Investment in associate – (5,050) Other income 19,919 33,506 Other gains/(losses) 126,383 494 Finance costs (81,662) (83,786) Depreciation and amortisation expense (262,506) (208,407) Overheads and other expenses (41,478) (32,775) Profit/(loss) before tax 28,499 (58,669) A reconciliation of depreciation and amortisation is provided as follows: 30 June 2026 30 June 2025 $'000 $'000 Segment depreciation and amortisation expense 228,903 186,897 Head office depreciation and amortisation expense 33,603 21,510 Total depreciation and amortisation expense 262,506 208,407 (ii) Segment liabilities As noted above, the segment liabilities for each operating segment are not required by executive management for purposes of their decision making. As such, these are not provided to management and not categorised. (d) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the executive management team. The executive management team is responsible for allocating resources and assessing performance of the operating segments. The executive management team is the chief operating decision making body and consists of the Chief Executive Officer, Group Chief Development Officer (formerly Chief Operating Officer), Chief Financial Officer, and Chief Customer and Commercial Officer. Financial Report | NEXTDC FY26 Annual Report 100 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 101 2 Segment performance (continued) (c) Other segment information (i) Profit/(loss) before tax Management assesses the performance of the operating segments based on a measure of EBITDA. Interest income and expenditure are not allocated to segments, as this type of activity is driven by the central treasury function, which manages the cash position of the Group. A reconciliation of operating segment results to profit/(loss) before income tax is as follows: 30 June 2026 30 June 2025 $'000 $'000 Total segment EBITDA 325,217 281,635 Employee benefits expense (non-facility staff) (57,374) (44,286) Investment in associate – (5,050) Other income 19,919 33,506 Other gains/(losses) 126,383 494 Finance costs (81,662) (83,786) Depreciation and amortisation expense (262,506) (208,407) Overheads and other expenses (41,478) (32,775) Profit/(loss) before tax 28,499 (58,669) A reconciliation of depreciation and amortisation is provided as follows: 30 June 2026 30 June 2025 $'000 $'000 Segment depreciation and amortisation expense 228,903 186,897 Head office depreciation and amortisation expense 33,603 21,510 Total depreciation and amortisation expense 262,506 208,407 (ii) Segment liabilities As noted above, the segment liabilities for each operating segment are not required by executive management for purposes of their decision making. As such, these are not provided to management and not categorised. (d) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the executive management team. The executive management team is responsible for allocating resources and assessing performance of the operating segments. The executive management team is the chief operating decision making body and consists of the Chief Executive Officer, Group Chief Development Officer (formerly Chief Operating Officer), Chief Financial Officer, and Chief Customer and Commercial Officer. Financial Report | NEXTDC FY26 Annual Report 100 Notes to the Consolidated Financial Report 30 June 2026 (continued) 3 Earnings/(loss) per share (a) Earnings/(loss) per share 30 June 2026 30 June 2025 Cents Cents Total basic EPS attributable to the ordinary equity holders of the Group 12.45 (9.59) (b) Diluted earnings/(loss) per share Total diluted EPS attributable to the ordinary equity holders of the Group 12.20 (9.59) (c) Reconciliation of earnings/(loss) used in calculating earnings per share 30 June 2026 30 June 2025 $'000 $'000 BASIC EARNINGS/(LOSS) PER SHARE Profit/(loss) attributable to equity holders of the Group used in calculating basic EPS: Profit/(loss) used in calculating basic earnings/(loss) per share 82,063 (60,543) DILUTED EARNINGS/(LOSS) PER SHARE Profit/(loss) attributable to the equity holders of the Group: Used in calculating diluted earnings/(loss) per share 82,063 (60,543) Profit/(loss) attributable to the equity holders of the Group used in calculating diluted EPS 82,063 (60,543) (d) Weighted average number of shares used as the denominator 2026 2025 Number of shares Number of shares Weighted average number of ordinary shares used as the denominator in calculating basic earnings/(loss) per share 659,042,104 631,448,977 Plus potential ordinary shares 13,345,452 — Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings/(loss) per share 672,387,556 631,448,977 (e) Information concerning the classification of securities (i) Performance rights and deferred rights The number of performance rights and deferred rights included in the diluted earnings per share calculation is based on the number of shares that would be issuable if the end of the period were the end of the vesting period. However, they are not included in the calculation where the inclusion would result in a decreased loss per share or increased earnings per share. (f) Earnings/(loss) per share (i) Basics earnings/(loss) per share ▪ the profit/(loss) attributable to owners of the Group, excluding any costs of servicing equity other than ordinary shares ▪ by the weighted average number of ordinary shares outstanding during the financial year. Financial Report | NEXTDC FY26 Annual Report 101 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 102 3 Earnings/(loss) per share (continued) (f) Earnings/(loss) per share (continued) (ii) Diluted earnings/(loss) per share Diluted earnings/(loss) per share adjusts the figures used in the determination of basic earnings per share to take into account the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. 4 Revenue and other income 30 June 2026 30 June 2025 Note $'000 $'000 FROM CONTINUING OPERATIONS Data centre revenue 4(b)(i) 495,476 426,109 Rental revenue from landbank properties 4(b)(ii) 1,016 1,100 Total revenue 496,492 427,209 OTHER INCOME Interest income 4(b)(iii) 19,919 33,506 OTHER GAINS/(LOSSES) Fair value adjustment to investment properties 13 128,774 — Other items included in gains/(losses) (2,391) 494 Total other income 146,302 34,000 Data centre revenue comprises revenue from contracts with customers accounted for under AASB 15 Revenue from Contracts with Customers and lease income earned as a lessor accounted for under AASB 16 Leases. All revenue from contracts with customers is recognised over time. The components of revenue including the geographic disaggregation is presented in note 2. (a) Revenue recognised in relation to contract liabilities The following table shows how much of the revenue recognised in the current reporting period relates to carried- forward revenue received in advance. 30 June 2026 30 June 2025 $'000 $'000 Revenue recognised that was included in the contract liability balance at the beginning of the year Data centre revenue 12,811 11,467 Revenue received in advance comprises upfront project fees and income received in advance of the services being rendered. Amounts in relation to non-recurring build and fitout charges under arrangements containing a lease are presented as deferred lease income - refer to note 13. (b) Revenue recognition AASB 15 establishes principles for reporting the nature, amount, timing, and uncertainty of revenue and cash flows arising from an entity’s contracts with customers and requires application of a five-step process to identify the contract with the customer, identify performance obligations in the contract, determine transaction price, allocate the transaction price to the performance obligations and recognise revenue when performance obligations are satisfied. Financial Report | NEXTDC FY26 Annual Report 102 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 103 3 Earnings/(loss) per share (continued) (f) Earnings/(loss) per share (continued) (ii) Diluted earnings/(loss) per share Diluted earnings/(loss) per share adjusts the figures used in the determination of basic earnings per share to take into account the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. 4 Revenue and other income 30 June 2026 30 June 2025 Note $'000 $'000 FROM CONTINUING OPERATIONS Data centre revenue 4(b)(i) 495,476 426,109 Rental revenue from landbank properties 4(b)(ii) 1,016 1,100 Total revenue 496,492 427,209 OTHER INCOME Interest income 4(b)(iii) 19,919 33,506 OTHER GAINS/(LOSSES) Fair value adjustment to investment properties 13 128,774 — Other items included in gains/(losses) (2,391) 494 Total other income 146,302 34,000 Data centre revenue comprises revenue from contracts with customers accounted for under AASB 15 Revenue from Contracts with Customers and lease income earned as a lessor accounted for under AASB 16 Leases. All revenue from contracts with customers is recognised over time. The components of revenue including the geographic disaggregation is presented in note 2. (a) Revenue recognised in relation to contract liabilities The following table shows how much of the revenue recognised in the current reporting period relates to carried- forward revenue received in advance. 30 June 2026 30 June 2025 $'000 $'000 Revenue recognised that was included in the contract liability balance at the beginning of the year Data centre revenue 12,811 11,467 Revenue received in advance comprises upfront project fees and income received in advance of the services being rendered. Amounts in relation to non-recurring build and fitout charges under arrangements containing a lease are presented as deferred lease income - refer to note 13. (b) Revenue recognition AASB 15 establishes principles for reporting the nature, amount, timing, and uncertainty of revenue and cash flows arising from an entity’s contracts with customers and requires application of a five-step process to identify the contract with the customer, identify performance obligations in the contract, determine transaction price, allocate the transaction price to the performance obligations and recognise revenue when performance obligations are satisfied. Financial Report | NEXTDC FY26 Annual Report 102 Notes to the Consolidated Financial Report 30 June 2026 (continued) 4 Revenue and other income (continued) (b) Revenue recognition (continued) Where a customer contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration, the arrangement contains a lease and the lease component is accounted for under AASB 16. Revenue is recognised for the major business activities as follows: (i) Data centre revenue Revenue from contracts with customers under AASB 15 Revenue from contracts with customers primarily consists of recurring monthly fees including: 1) colocation which includes the provision of racks 2) interconnection services such as cross connects 3) other revenue including management of power and power passthrough; and 4) upfront project fees related to colocation and interconnection services. Revenue from the provision of recurring monthly service fees is recognised in the accounting period in which the services are rendered. Project fees primarily comprise installation services relating to a customer’s initial deployment. As this is not considered to be a distinct service, revenue is deferred and recognised over the term of the contract with the customer, taking into account renewal options that are held by the customer. Power passthrough revenue is recognised on the basis of power consumed by the customer in the period. The Group has concluded that it acts as principal in the supply of power to customers, as it controls the supply of power to the data centre and directs its use in the delivery of the contracted service, and accordingly recognises this revenue on a gross basis. The Group applies the practical expedient in the revenue standard and does not disclose information about the transaction price allocated to remaining performance obligations on contracts that are unsatisfied, as the Group has the right to consideration from its customers in an amount that corresponds directly with the value to the customer of the Group’s services to date. This is applied to all its revenue from contracts with customers, on the basis that the upfront project fees are not a significant portion of each contract. The Group enters into contracts with customers that guarantee certain performance measures such as uptime and on time delivery of services. If these guarantees of service performance are not achieved, the Group reduces revenue for any credits or cash payments that may be due to customers under contract. Key areas of estimation include the amount of the service credits, the likelihood that the service credits will be claimed, and the time period over which they impact revenue. Customer incentives provided by way of upfront discounts are contract assets that are amortised via a reduction in revenue over the expected contract life - refer to note 7(c). Lease income under AASB 16 Identifying a lease During the year the Group entered into long term contracts with customers over data centre facilities. Under these contracts, judgement is required to determine whether the customer obtains the right to substantially all of the economic benefits of the data centre facility, together with the right to direct how and for what purpose that capacity is used, throughout the period of use. The Group has concluded that these contracts contain a lease, and that the leases are operating leases because the Group retains substantially all of the risks and rewards incidental to ownership of the underlying facilities, having regard to the lease term relative to the economic life of the assets, the present value of the lease payments relative to the fair value of the assets, and the absence of any transfer of ownership or purchase option at the end of the lease term. Financial Report | NEXTDC FY26 Annual Report 103 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 104 4 Revenue and other income (continued) (b) Revenue recognition (continued) (i) Data centre revenue (continued) Separating lease and non-lease components Consideration under these contracts is allocated between the lease component, being the right to use the identified data centre capacity, and the non-lease components, being services such as interconnection and power passthrough. The Group has made an assessment that the supply of power is not considered a significant ancillary service where the Group has entered into an operating lease arrangement and the data centre has been classified as investment property. Recognition and measurement of lease income Lease income from operating leases where the Group is a lessor is recognised in data centre revenue on a straight- line basis over the lease term, taking into account fixed monthly recurring charges and non-recurring build and fitout charges, net of lease incentives granted. Where cash lease payments received differ from the income recognised on a straight-line basis, the difference is recognised as an operating lease receivable or as deferred lease income and, in accordance with the Group's accounting policy for investment properties measured at fair value, is included within the carrying amount of the investment property to which it relates. Initial direct costs incurred in negotiating and arranging an operating lease, including leasing commissions, are added to the carrying amount of the underlying asset and recognised as an expense over the lease term on the same basis as lease income. The underlying assets are classified as investment properties and measured at fair value, with changes in fair value recognised in other gains and losses - refer to note 13. (ii) Rental revenue from landbank properties Rental revenue from landbank properties relates to rental revenue received from short term tenants occupying properties purchased for future expansion activities. These arrangements are operating leases and rental income is recognised on a straight-line basis over the lease term. (iii) Interest income Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that subsequently become credit-impaired. For any credit-impaired financial assets, the effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss allowance). Financial Report | NEXTDC FY26 Annual Report 104 Notes to the Consolidated Financial Report 30 June 2026 (continued) 5 Expenses (a) Finance costs The Group has identified a number of significant expense items below that impacted the finance costs for the year: 30 June 2026 30 June 2025 $'000 $'000 Reversal of modification gain on extinguishment of borrowings (i) — (10,587) Costs on extinguishment of borrowings (i) — (15,905) Interest expense and finance charges (172,334) (81,369) Interest expense on lease liabilities (5,682) (5,816) (178,016) (113,677) Amount capitalised (ii) 96,354 29,891 Total finance costs expensed (81,662) (83,786) (i) Costs on extinguishment of borrowings In December 2024, NEXTDC entered into a $2,900 million syndicated debt agreement under a new common terms platform to refinance its existing debt arrangement. The refinancing provided increased funding flexibility through access to both bank and bond markets, as well as reductions in facility pricing, lowering the Group’s overall cost of funds. The refinance was accounted for as an extinguishment of the previous facilities, and as a result the remaining unamortised cost of these facilities of $15.9 million was written off in December 2024, along with the unamortised balance of the previously recognised modification gain of $10.6 million. Refer to note 18 for details on borrowings and note 12 for details on interest expense on lease liabilities for the year. (ii) Capitalised borrowing costs The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted average interest rate applicable to the entity's general borrowing costs during the year, in this case 5.74% (2025: 6.62%) Financial Report | NEXTDC FY26 Annual Report 105 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 105 5 Expenses (a) Finance costs The Group has identified a number of significant expense items below that impacted the finance costs for the year: 30 June 2026 30 June 2025 $'000 $'000 Reversal of modification gain on extinguishment of borrowings (i) — (10,587) Costs on extinguishment of borrowings (i) — (15,905) Interest expense and finance charges (172,334) (81,369) Interest expense on lease liabilities (5,682) (5,816) (178,016) (113,677) Amount capitalised (ii) 96,354 29,891 Total finance costs expensed (81,662) (83,786) (i) Costs on extinguishment of borrowings In December 2024, NEXTDC entered into a $2,900 million syndicated debt agreement under a new common terms platform to refinance its existing debt arrangement. The refinancing provided increased funding flexibility through access to both bank and bond markets, as well as reductions in facility pricing, lowering the Group’s overall cost of funds. The refinance was accounted for as an extinguishment of the previous facilities, and as a result the remaining unamortised cost of these facilities of $15.9 million was written off in December 2024, along with the unamortised balance of the previously recognised modification gain of $10.6 million. Refer to note 18 for details on borrowings and note 12 for details on interest expense on lease liabilities for the year. (ii) Capitalised borrowing costs The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted average interest rate applicable to the entity's general borrowing costs during the year, in this case 5.74% (2025: 6.62%) Financial Report | NEXTDC FY26 Annual Report 105 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 106 Operating assets and liabilities 6 Trade and other receivables 30 June 2026 30 June 2025 Note $'000 $'000 Trade receivables 6(a) 114,374 39,026 Loss allowance 17(c) (2,096) (844) 112,278 38,182 Interest receivable 6(b) 3,709 55 GST receivable 45,126 13,104 Other receivables 24,554 8,131 Total 185,667 59,472 (a) Trade receivables (i) Classification as trade receivables Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30 - 60 days and therefore are all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. (ii) Fair values of trade and other receivables Due to the short-term nature of the trade and other receivables, their carrying amount is considered to be the same as their fair value. (iii) Impairment and risk exposure Information about the Group's impairment policies, calculation of loss allowance and exposure to credit risk, foreign currency risk and interest rate risk can be found in note 17. (b) Interest receivable Interest receivable relates to interest accrued on term deposits. Credit risk of this is assessed in the same manner as cash and cash equivalents which is detailed in note 17. Financial Report | NEXTDC FY26 Annual Report 106 Notes to the Consolidated Financial Report 30 June 2026 (continued) 7 Other assets 30 June 2026 30 June 2025 Note $'000 $'000 CURRENT Prepayments 13,008 7,616 Capitalised transaction costs 7(a) 9,707 — Security deposits 7(b) 1,525 179 Customer incentives 7(c) 7,072 5,733 Other current assets 2,929 1,264 Contract costs 7(d) 932 925 Total other assets - current 35,173 15,717 30 June 2026 30 June 2025 $'000 $'000 NON-CURRENT Capitalised transaction costs 7(a) 355 499 Security deposits 7(b) 19,011 — Customer incentives 7(c) 33,715 24,267 Contract costs 7(d) 2,498 5,486 Prepayments 2,865 — Total other assets - non-current 58,444 30,252 (a) Capitalised transaction costs Fees paid on establishment of loan facilities are recognised as transaction costs of the loan. To the extent that it is probable that some or all of the facility will be drawn down, the fee is deferred until draw down occurs, at which point it will be amortised over the remaining term of the facility. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. Refer to note 18 for further details on the Group's loan facilities. (b) Security deposits The Group has paid security deposits in connection with the construction of assets, some of which may be leased by the Group upon completion of construction. The deposits are non-interest bearing, classified as a financial asset measured at amortised cost, are refundable in line with the contractual terms of the arrangements, and classified based on the expected date of refund. (c) Customer incentives The customer incentive balance includes amounts where customers are offered incentives in the form of free or discounted periods. It also includes amounts paid to customers where guarantees of service performance are not achieved as set out in Note 4(b)(i). In these cases, the dollar value of the incentive or cash payment is recorded as an asset and amortised on a straight-line basis over the life of the contract as described in Note 4(b)(i). (d) Contract costs Eligible costs that are expected to be recovered are capitalised as a contract cost and amortised over the expected contract life. Financial Report | NEXTDC FY26 Annual Report 107 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 107 7 Other assets 30 June 2026 30 June 2025 Note $'000 $'000 CURRENT Prepayments 13,008 7,616 Capitalised transaction costs 7(a) 9,707 — Security deposits 7(b) 1,525 179 Customer incentives 7(c) 7,072 5,733 Other current assets 2,929 1,264 Contract costs 7(d) 932 925 Total other assets - current 35,173 15,717 30 June 2026 30 June 2025 $'000 $'000 NON-CURRENT Capitalised transaction costs 7(a) 355 499 Security deposits 7(b) 19,011 — Customer incentives 7(c) 33,715 24,267 Contract costs 7(d) 2,498 5,486 Prepayments 2,865 — Total other assets - non-current 58,444 30,252 (a) Capitalised transaction costs Fees paid on establishment of loan facilities are recognised as transaction costs of the loan. To the extent that it is probable that some or all of the facility will be drawn down, the fee is deferred until draw down occurs, at which point it will be amortised over the remaining term of the facility. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. Refer to note 18 for further details on the Group's loan facilities. (b) Security deposits The Group has paid security deposits in connection with the construction of assets, some of which may be leased by the Group upon completion of construction. The deposits are non-interest bearing, classified as a financial asset measured at amortised cost, are refundable in line with the contractual terms of the arrangements, and classified based on the expected date of refund. (c) Customer incentives The customer incentive balance includes amounts where customers are offered incentives in the form of free or discounted periods. It also includes amounts paid to customers where guarantees of service performance are not achieved as set out in Note 4(b)(i). In these cases, the dollar value of the incentive or cash payment is recorded as an asset and amortised on a straight-line basis over the life of the contract as described in Note 4(b)(i). (d) Contract costs Eligible costs that are expected to be recovered are capitalised as a contract cost and amortised over the expected contract life. Financial Report | NEXTDC FY26 Annual Report 107 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 108 8 Trade and other payables 30 June 2026 30 June 2025 $'000 $'000 Trade payables 160,046 56,187 Accrued capital expenditure 326,178 137,750 Accrued expenses 24,300 18,488 Other creditors 18,220 14,827 Total trade and other payables 528,744 227,252 (i) Recognition and measurement Trade and other payables, including accruals, are recorded when the Group is required to make future payments as a result of purchases of assets or services provided to the Group prior to the end of financial period. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. (ii) Fair values of trade and other payables Due to the short-term nature of trade and other payables, their carrying amount is considered to be the same as their fair value. (iii) Risk exposure As the majority of payables are in Australian dollars, management does not believe there are any significant risks in relation to these financial liabilities. Refer to note 17 for details of the Group’s financial risk management policies. 9 Revenue received in advance 30 June 2026 30 June 2025 $'000 $'000 CURRENT Upfront project fees 33,360 12,820 Income received in advance 13,761 10,226 Other contract liabilities 4,092 — Total revenue received in advance - current 51,213 23,046 30 June 2026 30 June 2025 $'000 $'000 NON-CURRENT Upfront project fees 104,561 64,523 Income received in advance 1,704 1,950 Total revenue received in advance - non-current 106,265 66,473 Financial Report | NEXTDC FY26 Annual Report 108 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 109 8 Trade and other payables 30 June 2026 30 June 2025 $'000 $'000 Trade payables 160,046 56,187 Accrued capital expenditure 326,178 137,750 Accrued expenses 24,300 18,488 Other creditors 18,220 14,827 Total trade and other payables 528,744 227,252 (i) Recognition and measurement Trade and other payables, including accruals, are recorded when the Group is required to make future payments as a result of purchases of assets or services provided to the Group prior to the end of financial period. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. (ii) Fair values of trade and other payables Due to the short-term nature of trade and other payables, their carrying amount is considered to be the same as their fair value. (iii) Risk exposure As the majority of payables are in Australian dollars, management does not believe there are any significant risks in relation to these financial liabilities. Refer to note 17 for details of the Group’s financial risk management policies. 9 Revenue received in advance 30 June 2026 30 June 2025 $'000 $'000 CURRENT Upfront project fees 33,360 12,820 Income received in advance 13,761 10,226 Other contract liabilities 4,092 — Total revenue received in advance - current 51,213 23,046 30 June 2026 30 June 2025 $'000 $'000 NON-CURRENT Upfront project fees 104,561 64,523 Income received in advance 1,704 1,950 Total revenue received in advance - non-current 106,265 66,473 Financial Report | NEXTDC FY26 Annual Report 108 Notes to the Consolidated Financial Report 30 June 2026 (continued) 10 Property, plant and equipment Assets in the course of construction Land and buildings Plant and machinery Computer equipment Office furniture and equipment Right of use assets Total Movements $'000 $'000 $'000 $'000 $'000 $'000 $'000 Opening net book amount 1,165,742 2,883,408 1,040,294 45,364 7,796 141,416 5,284,020 Exchange differences (9,542) (2,495) (9) (10) (16) (1,414) (13,486) Additions 2,186,293 2,553 11,918 1,602 107 7,278 2,209,751 Modifications – – – – – – – Depreciation charge – (68,591) (135,721) (19,178) (1,717) (9,644) (234,851) Transfers (1,021,364) 493,196 505,855 11,285 4,460 6,568 – Disposals – – – – – – – Transfers (to)/from intangibles (5,897) – – 1,091 – – (4,806) Transfer to investment property (net) (1,071,615) (342,455) (47,817) (2,734) (515) (14,480) (1,479,616) Closing net book amount 1,243,617 2,965,616 1,374,520 37,420 10,115 129,724 5,761,012 30 June 2026 Cost 1,243,617 3,208,150 2,073,262 120,725 16,780 170,862 6,833,396 Accumulated depreciation – (242,534) (698,742) (83,305) (6,665) (41,138) (1,072,384) Net book amount 1,243,617 2,965,616 1,374,520 37,420 10,115 129,724 5,761,012 Assets in the course of construction Land and buildings Plant and machinery Computer equipment Office furniture and equipment Right of use assets Total $'000 $'000 $'000 $'000 $'000 $'000 $'000 Opening net book amount 622,211 2,143,821 828,534 40,275 5,848 140,848 3,781,537 Exchange differences 3,802 334 – 3 1 6,664 10,804 Additions 1,674,857 1,125 4,630 1,183 134 770 1,682,699 Depreciation charge – (58,250) (106,204) (18,153) (1,537) (6,866) (191,010) Transfers (1,135,128) 796,378 313,344 22,056 3,350 – – Disposals – – (10) – – – (10) Closing net book amount 1,165,742 2,883,408 1,040,294 45,364 7,796 141,416 5,284,020 30 June 2025 Cost 1,165,742 3,078,501 1,616,385 111,754 12,952 175,246 6,160,580 Accumulated depreciation – (195,093) (576,091) (66,390) (5,156) (33,830) (876,560) Net book amount 1,165,742 2,883,408 1,040,294 45,364 7,796 141,416 5,284,020 Financial Report | NEXTDC FY26 Annual Report 109 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 110 10 Property, plant and equipment (continued) (a) Property, plant and equipment Land and buildings are shown at historical cost less any accumulated depreciation and any accumulated impairment losses. Property, plant and equipment is stated at historical cost less depreciation. Costs capitalised include external direct costs of materials and services, including deposits on long lead time equipment, employee costs and borrowing costs incurred during development. After development is completed, subsequent borrowing costs and other holding charges are expensed as incurred. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to the Consolidated Statement of Comprehensive Income during the year in which they are incurred. Depreciation on other assets is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives as follows: Category Useful life Buildings 40 years Plant and machinery 2-25 years Computer equipment 1-15 years Office furniture and equipment 5-10 years Right of use asset 1-99 years The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting year, considering key assumptions including changes in technology, physical conditions and potential climate change implications. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Consolidated Statement of Comprehensive Income. Financial Report | NEXTDC FY26 Annual Report 110 Notes to the Consolidated Financial Report 30 June 2026 (continued) 11 Intangible assets 30 June 2026 30 June 2025 $'000 $'000 Rights and licences 154 164 Internally generated software 55,839 35,104 Software under development 2,741 19,432 Total intangible assets 58,734 54,700 Movements Rights and licences Internally generated software Software under development Total $'000 $'000 $'000 $'000 30 June 2026 Opening net book amount 164 35,104 19,432 54,700 Additions – 2,919 23,964 26,883 Amortisation (10) (27,645) – (27,655) Transfers – 46,552 (46,552) – Transfers (to)/from property, plant and equipment – (1,091) 5,897 4,806 Closing net book amount 154 55,839 2,741 58,734 30 June 2026 Cost 210 136,351 2,741 139,302 Accumulated amortisation (56) (80,512) – (80,568) Net book amount 154 55,839 2,741 58,734 Rights and licences Internally generated software Software under development Total $'000 $'000 $'000 $'000 30 June 2025 Opening net book amount 174 40,115 15,540 55,829 Additions – 18 16,240 16,258 Amortisation (10) (17,387) – (17,397) Transfers – 12,358 (12,358) – Transfers from property, plant and equipment – – 10 10 Closing net book amount 164 35,104 19,432 54,700 30 June 2025 Cost 564 91,426 19,432 111,422 Accumulated amortisation (400) (56,322) – (56,722) Net book amount 164 35,104 19,432 54,700 Financial Report | NEXTDC FY26 Annual Report 111 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 111 10 Property, plant and equipment (continued) (a) Property, plant and equipment Land and buildings are shown at historical cost less any accumulated depreciation and any accumulated impairment losses. Property, plant and equipment is stated at historical cost less depreciation. Costs capitalised include external direct costs of materials and services, including deposits on long lead time equipment, employee costs and borrowing costs incurred during development. After development is completed, subsequent borrowing costs and other holding charges are expensed as incurred. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to the Consolidated Statement of Comprehensive Income during the year in which they are incurred. Depreciation on other assets is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives as follows: Category Useful life Buildings 40 years Plant and machinery 2-25 years Computer equipment 1-15 years Office furniture and equipment 5-10 years Right of use asset 1-99 years The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting year, considering key assumptions including changes in technology, physical conditions and potential climate change implications. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Consolidated Statement of Comprehensive Income. Financial Report | NEXTDC FY26 Annual Report 110 Notes to the Consolidated Financial Report 30 June 2026 (continued) 11 Intangible assets 30 June 2026 30 June 2025 $'000 $'000 Rights and licences 154 164 Internally generated software 55,839 35,104 Software under development 2,741 19,432 Total intangible assets 58,734 54,700 Movements Rights and licences Internally generated software Software under development Total $'000 $'000 $'000 $'000 30 June 2026 Opening net book amount 164 35,104 19,432 54,700 Additions – 2,919 23,964 26,883 Amortisation (10) (27,645) – (27,655) Transfers – 46,552 (46,552) – Transfers (to)/from property, plant and equipment – (1,091) 5,897 4,806 Closing net book amount 154 55,839 2,741 58,734 30 June 2026 Cost 210 136,351 2,741 139,302 Accumulated amortisation (56) (80,512) – (80,568) Net book amount 154 55,839 2,741 58,734 Rights and licences Internally generated software Software under development Total $'000 $'000 $'000 $'000 30 June 2025 Opening net book amount 174 40,115 15,540 55,829 Additions – 18 16,240 16,258 Amortisation (10) (17,387) – (17,397) Transfers – 12,358 (12,358) – Transfers from property, plant and equipment – – 10 10 Closing net book amount 164 35,104 19,432 54,700 30 June 2025 Cost 564 91,426 19,432 111,422 Accumulated amortisation (400) (56,322) – (56,722) Net book amount 164 35,104 19,432 54,700 Financial Report | NEXTDC FY26 Annual Report 111 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 112 11 Intangible assets (continued) (a) Rights and licences Rights and licences that NEXTDC acquires are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over the estimated useful life which is generally 25 years. The estimated useful life and amortisation method are reviewed at the end of each annual reporting period. (b) Internally generated software Internally developed software is capitalised at cost less accumulated amortisation. Amortisation is calculated using the straight-line basis over the asset’s useful economic life which is generally four to seven years. Their useful lives and potential impairment are reviewed at the end of each financial year. Costs incurred in configuring or customising SaaS arrangements can only be recognised as intangible assets if the implementation activities create an intangible asset that the entity controls and the intangible asset meets the recognition criteria. Those costs that do not result in intangible assets are expensed as incurred, unless they are paid to the suppliers of the SaaS arrangements to significantly customise the cloud-based software for the Group, in which case the costs are recorded as a prepayment for services and amortised over the expected renewable term of the arrangement. (c) Software under development Costs incurred in developing products or systems and costs incurred in acquiring software and licences that will contribute to future period financial benefits through revenue generation and/or cost reduction are capitalised to software and systems. Costs capitalised include external direct costs of services and employee costs. Assets in the course of construction include only those costs directly attributable to the development phase and are only recognised following completion of technical feasibility and where the Group has an intention and ability to use the asset. Financial Report | NEXTDC FY26 Annual Report 112 Notes to the Consolidated Financial Report 30 June 2026 (continued) 12 Leases (a) Leases (i) Amounts recognised in the Consolidated Balance Sheet The Consolidated Balance Sheet includes the following amounts relating to leases 30 June 2026 30 June 2025 $'000 $'000 Right of use assets* Properties 60,617 55,010 Connectivity links 15,742 31,407 Land 53,365 54,999 129,724 141,416 * included in the line item ‘Property, plant and equipment’ in the Consolidated Balance Sheet. Lease liabilities Current 8,007 7,701 Non-current 74,069 70,937 82,076 78,638 Additions to the right-of-use assets during the 2026 financial year were in the form of remeasurement of leases and additions, and totalled $7.3 million (2025: $0.8 million). (ii) Amounts recognised in the Consolidated Statement of Comprehensive Income The Consolidated Statement of Comprehensive Income shows the following amounts relating to leases: 30 June 2026 30 June 2025 $'000 $'000 Depreciation charge on properties 7,864 4,726 Depreciation charge on connectivity links 1,185 1,561 Depreciation charge on land 595 579 Interest expense (included in finance costs) 5,682 5,816 15,326 12,682 The total cash outflow for leases in 2026 was $7.5 million (2025 : $7.1 million). (iii) The Group's leasing activities and how these are accounted for The Group has a number of leases over property, connectivity links and land that have varying terms, escalation clauses and renewal rights. Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the Consolidated Statement of Comprehensive Income over the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability for each year. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. Financial Report | NEXTDC FY26 Annual Report 113 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 113 11 Intangible assets (continued) (a) Rights and licences Rights and licences that NEXTDC acquires are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over the estimated useful life which is generally 25 years. The estimated useful life and amortisation method are reviewed at the end of each annual reporting period. (b) Internally generated software Internally developed software is capitalised at cost less accumulated amortisation. Amortisation is calculated using the straight-line basis over the asset’s useful economic life which is generally four to seven years. Their useful lives and potential impairment are reviewed at the end of each financial year. Costs incurred in configuring or customising SaaS arrangements can only be recognised as intangible assets if the implementation activities create an intangible asset that the entity controls and the intangible asset meets the recognition criteria. Those costs that do not result in intangible assets are expensed as incurred, unless they are paid to the suppliers of the SaaS arrangements to significantly customise the cloud-based software for the Group, in which case the costs are recorded as a prepayment for services and amortised over the expected renewable term of the arrangement. (c) Software under development Costs incurred in developing products or systems and costs incurred in acquiring software and licences that will contribute to future period financial benefits through revenue generation and/or cost reduction are capitalised to software and systems. Costs capitalised include external direct costs of services and employee costs. Assets in the course of construction include only those costs directly attributable to the development phase and are only recognised following completion of technical feasibility and where the Group has an intention and ability to use the asset. Financial Report | NEXTDC FY26 Annual Report 112 Notes to the Consolidated Financial Report 30 June 2026 (continued) 12 Leases (a) Leases (i) Amounts recognised in the Consolidated Balance Sheet The Consolidated Balance Sheet includes the following amounts relating to leases 30 June 2026 30 June 2025 $'000 $'000 Right of use assets* Properties 60,617 55,010 Connectivity links 15,742 31,407 Land 53,365 54,999 129,724 141,416 * included in the line item ‘Property, plant and equipment’ in the Consolidated Balance Sheet. Lease liabilities Current 8,007 7,701 Non-current 74,069 70,937 82,076 78,638 Additions to the right-of-use assets during the 2026 financial year were in the form of remeasurement of leases and additions, and totalled $7.3 million (2025: $0.8 million). (ii) Amounts recognised in the Consolidated Statement of Comprehensive Income The Consolidated Statement of Comprehensive Income shows the following amounts relating to leases: 30 June 2026 30 June 2025 $'000 $'000 Depreciation charge on properties 7,864 4,726 Depreciation charge on connectivity links 1,185 1,561 Depreciation charge on land 595 579 Interest expense (included in finance costs) 5,682 5,816 15,326 12,682 The total cash outflow for leases in 2026 was $7.5 million (2025 : $7.1 million). (iii) The Group's leasing activities and how these are accounted for The Group has a number of leases over property, connectivity links and land that have varying terms, escalation clauses and renewal rights. Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the Consolidated Statement of Comprehensive Income over the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability for each year. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. Financial Report | NEXTDC FY26 Annual Report 113 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 114 12 Leases (continued) (a) Leases (continued) (iii) The Group's leasing activities and how these are accounted for (continued) Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: ▪ fixed payments (including in-substance fixed payments), less any lease incentives receivable ▪ variable lease payments that are based on an index or a rate ▪ amounts expected to be payable by the Group under residual value guarantees ▪ the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and ▪ payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used. To determine the incremental borrowing rate, the Group: ▪ where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received ▪ makes adjustments specific to the lease, eg. term, country, currency and security Right-of-use assets are measured at cost comprising the following: ▪ the amount of the initial measurement of lease liability ▪ any lease payments made at or before the commencement date less any lease incentives received ▪ any initial direct costs, and ▪ restoration costs. Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line basis as an expense in the Consolidated Statement of Comprehensive Income. Short- term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture. (iv) Extension and termination options Extension and termination options are included in a number of property and equipment leases across the Group. These are used to maximise operational flexibility in terms of managing the assets used in the Group’s operations. The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor. Financial Report | NEXTDC FY26 Annual Report 114 Notes to the Consolidated Financial Report 30 June 2026 (continued) 13 Investment properties 30 June 2026 30 June 2025 $'000 $'000 Non-current assets - at fair value Opening balance at 1 July — — Transfers from property, plant and equipment at fair value on transfer 1,975,000 — Capitalised subsequent expenditure 999,391 — Addition of undeveloped land 161,371 — Net leasing commissions capitalised 1,100 — Straight-line operating lease receivable recognised 238 — Deferred lease income (29,620) — Amortisation of deferred lease income 495 — Net gain from fair value adjustment recognised in profit or loss 128,774 — Closing balance at 30 June 3,236,749 — The Group's investment properties include income-generating data centres, data centres under construction and undeveloped land. The closing balance comprises data centres under construction held for future rental of $3,236.7 million. (i) Recognition and measurement Investment properties are properties held to earn lease income and for long-term capital appreciation and where ancillary services provided to the tenant are considered insignificant. They are initially recognised at cost, including transaction costs. For data centres under construction, costs include incremental development and borrowing costs incurred during the construction period. Following initial recognition, investment properties are measured at fair value in accordance with the fair value model in AASB 140 Investment Property. Fair value is determined at each reporting date and gains or losses arising from changes in fair value are recognised in the Consolidated Statement of Comprehensive Income within other gains/(losses) in the period in which they arise. Subsequent expenditure is capitalised to the carrying amount only when it is probable that future economic benefits will flow to the Group; all other repairs and maintenance costs are expensed as incurred. An investment property is derecognised on disposal or when it is permanently withdrawn from use and no future economic benefits are expected. Gains or losses on derecognition are recognised in profit or loss in the period of derecognition. At least annually (and more frequently if required), the carrying amount of the data centre investment properties is assessed by an independent valuer who holds a recognised and relevant professional qualification and has recent experience in the location and class of the investment property being valued. The valuer's assessment of fair value of each data centre takes into account any changes in underlying income and valuations of comparable properties. For data centres under construction, the valuer’s assessment of fair value takes into account the expected costs to complete, the stage of completion, forecast future income and other market-based assumptions. (ii) Change in accounting policy and transfers from property, plant and equipment In the second half of FY26 the Group changed its accounting policy for the measurement of investment property from the cost model to the fair value model – refer to note 30(b)(vi). The fair value model is considered to provide more relevant and reliable information because it reflects the current market value of properties held for rental income and capital appreciation and improves comparability with other entities in the data centre sector. Financial Report | NEXTDC FY26 Annual Report 115 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 115 12 Leases (continued) (a) Leases (continued) (iii) The Group's leasing activities and how these are accounted for (continued) Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: ▪ fixed payments (including in-substance fixed payments), less any lease incentives receivable ▪ variable lease payments that are based on an index or a rate ▪ amounts expected to be payable by the Group under residual value guarantees ▪ the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and ▪ payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used. To determine the incremental borrowing rate, the Group: ▪ where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received ▪ makes adjustments specific to the lease, eg. term, country, currency and security Right-of-use assets are measured at cost comprising the following: ▪ the amount of the initial measurement of lease liability ▪ any lease payments made at or before the commencement date less any lease incentives received ▪ any initial direct costs, and ▪ restoration costs. Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line basis as an expense in the Consolidated Statement of Comprehensive Income. Short- term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture. (iv) Extension and termination options Extension and termination options are included in a number of property and equipment leases across the Group. These are used to maximise operational flexibility in terms of managing the assets used in the Group’s operations. The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor. Financial Report | NEXTDC FY26 Annual Report 114 Notes to the Consolidated Financial Report 30 June 2026 (continued) 13 Investment properties 30 June 2026 30 June 2025 $'000 $'000 Non-current assets - at fair value Opening balance at 1 July — — Transfers from property, plant and equipment at fair value on transfer 1,975,000 — Capitalised subsequent expenditure 999,391 — Addition of undeveloped land 161,371 — Net leasing commissions capitalised 1,100 — Straight-line operating lease receivable recognised 238 — Deferred lease income (29,620) — Amortisation of deferred lease income 495 — Net gain from fair value adjustment recognised in profit or loss 128,774 — Closing balance at 30 June 3,236,749 — The Group's investment properties include income-generating data centres, data centres under construction and undeveloped land. The closing balance comprises data centres under construction held for future rental of $3,236.7 million. (i) Recognition and measurement Investment properties are properties held to earn lease income and for long-term capital appreciation and where ancillary services provided to the tenant are considered insignificant. They are initially recognised at cost, including transaction costs. For data centres under construction, costs include incremental development and borrowing costs incurred during the construction period. Following initial recognition, investment properties are measured at fair value in accordance with the fair value model in AASB 140 Investment Property. Fair value is determined at each reporting date and gains or losses arising from changes in fair value are recognised in the Consolidated Statement of Comprehensive Income within other gains/(losses) in the period in which they arise. Subsequent expenditure is capitalised to the carrying amount only when it is probable that future economic benefits will flow to the Group; all other repairs and maintenance costs are expensed as incurred. An investment property is derecognised on disposal or when it is permanently withdrawn from use and no future economic benefits are expected. Gains or losses on derecognition are recognised in profit or loss in the period of derecognition. At least annually (and more frequently if required), the carrying amount of the data centre investment properties is assessed by an independent valuer who holds a recognised and relevant professional qualification and has recent experience in the location and class of the investment property being valued. The valuer's assessment of fair value of each data centre takes into account any changes in underlying income and valuations of comparable properties. For data centres under construction, the valuer’s assessment of fair value takes into account the expected costs to complete, the stage of completion, forecast future income and other market-based assumptions. (ii) Change in accounting policy and transfers from property, plant and equipment In the second half of FY26 the Group changed its accounting policy for the measurement of investment property from the cost model to the fair value model – refer to note 30(b)(vi). The fair value model is considered to provide more relevant and reliable information because it reflects the current market value of properties held for rental income and capital appreciation and improves comparability with other entities in the data centre sector. Financial Report | NEXTDC FY26 Annual Report 115 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 116 13 Investment properties (continued) (ii) Change in accounting policy and transfers from property, plant and equipment (continued) During the year, the Group determined that certain data centre assets ceased to be owner-occupied and met the definition of investment property, and transferred those assets from property, plant and equipment in accordance with AASB 140. Immediately prior to transfer, the assets were remeasured to fair value under AASB 116 Property, Plant and Equipment. The resulting revaluation increment of $495.6 million was recognised in other comprehensive income and accumulated in the asset revaluation reserve, with the associated deferred tax of $(148.7) million recognised directly in equity. The fair value of the assets on transfer of $1,975.0 million comprises the carrying amount transferred out of property, plant and equipment of $(1,479.6) million (note 10) together with the revaluation increment recognised on transfer. Movements in fair value after the date of transfer, being a net gain of $128.8 million, have been recognised in profit or loss within other gains/(losses) - refer to note 4 with associated deferred tax of $38.6 million recognised in income tax expense – refer to note 24. (iii) Leasing arrangements The investment properties are leased to tenants under operating leases, with lease income recognised in data centre revenue. Although the Group will be exposed to changes in the residual value of the properties at the end of the current leases, the Group will typically enter into new operating leases and therefore is unlikely to immediately realise any reduction in residual value at the end of those leases. Expectations about future residual values are reflected in the fair value of the properties. Undiscounted minimum lease payments receivable under non-cancellable operating leases are as follows: 30 June 2026 30 June 2025 $'000 $'000 Within one year 373,914 — Between 1 and 2 years 760,398 — Between 2 and 3 years 712,771 — Between 3 and 4 years 838,845 — Between 4 and 5 years 794,771 — Later than 5 years 8,392,845 — Total 11,873,544 — (iv) Presenting cash flows Cash outflows to acquire or construct investment property are classified as investing activities and lease inflows as operating activities in the Consolidated Statement of Cash Flows. Financial Report | NEXTDC FY26 Annual Report 116 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 117 13 Investment properties (continued) (ii) Change in accounting policy and transfers from property, plant and equipment (continued) During the year, the Group determined that certain data centre assets ceased to be owner-occupied and met the definition of investment property, and transferred those assets from property, plant and equipment in accordance with AASB 140. Immediately prior to transfer, the assets were remeasured to fair value under AASB 116 Property, Plant and Equipment. The resulting revaluation increment of $495.6 million was recognised in other comprehensive income and accumulated in the asset revaluation reserve, with the associated deferred tax of $(148.7) million recognised directly in equity. The fair value of the assets on transfer of $1,975.0 million comprises the carrying amount transferred out of property, plant and equipment of $(1,479.6) million (note 10) together with the revaluation increment recognised on transfer. Movements in fair value after the date of transfer, being a net gain of $128.8 million, have been recognised in profit or loss within other gains/(losses) - refer to note 4 with associated deferred tax of $38.6 million recognised in income tax expense – refer to note 24. (iii) Leasing arrangements The investment properties are leased to tenants under operating leases, with lease income recognised in data centre revenue. Although the Group will be exposed to changes in the residual value of the properties at the end of the current leases, the Group will typically enter into new operating leases and therefore is unlikely to immediately realise any reduction in residual value at the end of those leases. Expectations about future residual values are reflected in the fair value of the properties. Undiscounted minimum lease payments receivable under non-cancellable operating leases are as follows: 30 June 2026 30 June 2025 $'000 $'000 Within one year 373,914 — Between 1 and 2 years 760,398 — Between 2 and 3 years 712,771 — Between 3 and 4 years 838,845 — Between 4 and 5 years 794,771 — Later than 5 years 8,392,845 — Total 11,873,544 — (iv) Presenting cash flows Cash outflows to acquire or construct investment property are classified as investing activities and lease inflows as operating activities in the Consolidated Statement of Cash Flows. Financial Report | NEXTDC FY26 Annual Report 116 Notes to the Consolidated Financial Report 30 June 2026 (continued) 13 Investment properties (continued) (v) Significant estimate - fair value measurement The determination of the fair value of investment properties is a critical accounting estimate. Fair value is measured using significant unobservable inputs and all investment properties are therefore categorised within level 3 of the fair value hierarchy. Fair value hierarchy Notes Level 1 Level 2 Level 3 Total As at 30 June 2026 $'000 $'000 $'000 $'000 Investment properties — — 3,236,749 3,236,749 As at 30 June 2025 Investment properties — — — — The Group's policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period. There were no transfers between levels during the year. (vi) Valuation processes The Group engages external, independent and qualified valuers to determine the fair value of the Group's investment properties at the end of every financial year. As at 30 June 2026 , the values of the investment properties have been determined by CBRE. At each reporting date management updates its assessment of the fair value of each property, taking into account the most recent independent valuation, and determines a property's value within a range of reasonable fair value estimates. The best evidence of fair value is current prices in an active market for similar properties. Where such information is not available, Management considers information from a variety of sources, including: ▪ current prices in an active market for properties of a different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences ▪ discounted cash flow projections based on reliable estimates of future cash flows ▪ capitalised income projections based on a property's estimated net market income, and a capitalisation rate derived form an analysis of market evidence. Income-generating data centres are valued using the income capitalisation and discounted cash flow approaches; data centres under construction are valued on a residual, as-if-complete basis, less estimated costs to complete and an allowance for developer's profit and risk. (vii) Significant unobservable inputs The significant unobservable inputs and key assumptions and estimates used in these valuation approaches include: ▪ Forecast future income, which is supported by the terms of existing leases, other contracts or external evidence such as current market rents for similar properties. ▪ Estimated costs to complete as well as directly attributable costs based on historical and forecast performance of the asset and allowance for allocation of overheads and working capital requirements including the developer's profit and risk margin. ▪ Expected and likely capital expenditure required to maintain the assets. ▪ Adopted construction completion timeline, capitalisation rates (range of 6.00% - 6.25%), terminal yields (range of 6.50% - 6.75%) and discount rates (range of 7.00% to 7.25%) based on the location, type and quality of the property. Financial Report | NEXTDC FY26 Annual Report 117 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 118 13 Investment properties (continued) (viii) Sensitivity of fair value to changes in unobservable inputs The fair value of investment properties is most sensitive to changes in the adopted capitalisation rate and discount rate, and for properties under construction to estimated costs to complete. Holding all other assumptions constant, the impact on the carrying amount of investment properties and on profit before tax would be: Increase in fair value Decrease in fair value $'000 $'000 Capitalisation rate - 25 basis point decrease / increase 300,000 312,500 Discount rate - 50 basis point decrease / increase 125,000 200,000 Estimated costs to complete - 5 per cent decrease / increase 300,000 350,000 Financial Report | NEXTDC FY26 Annual Report 118 Notes to the Consolidated Financial Report 30 June 2026 (continued) Capital and financial risk management 14 Capital risk management The Group's objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue to provide returns to its shareholders and benefits to its stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In the future, the Directors may pursue funding options such as debt, sale and leaseback of assets, additional equity and various other funding mechanisms as appropriate in order to undertake its projects and deliver optimum shareholder returns. The Group intends to maintain a gearing ratio appropriate for a company of its size and growth. 30 June 2026 30 June 2025 $'000 $'000 Total borrowings and lease liabilities 3,358,602 1,206,202 (Less)/add: derivative financial instruments (15,883) 11,430 (Less): cash and cash equivalents (875,978) (243,688) Net debt 2,466,741 973,944 Total equity 6,094,944 4,150,813 Total capital 8,561,685 5,124,757 Gearing ratio 28.8 % 19.0 % The change in the gearing ratio was primarily driven by the increase in debt funding during the year to support the strong level of capital expenditure during the current period. Refer to note 15 for movements in ordinary share capital, and note 10 for movements in property, plant and equipment. The Group manages its capital structure by regularly reviewing its gearing ratio to ensure it maintains an appropriate level of gearing within facility covenants. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total interest bearing financial liabilities, less cash and cash equivalents and derivative financial instruments. Total capital is calculated as equity, as shown in the Consolidated Balance Sheet, plus net debt. 15 Contributed equity (a) Share capital 30 June 2026 30 June 2026 30 June 2025 30 June 2025 Note Number of shares $ Number of shares $ Fully paid ordinary shares 15(c) 759,554,497 5,835,268,178 640,416,090 4,336,989,999 Treasury shares - LFSP 15(e) 861,813 1,851,502 861,813 1,851,502 Total share capital 760,416,310 5,837,119,680 641,277,903 4,338,841,501 Financial Report | NEXTDC FY26 Annual Report 119 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 119 Capital and financial risk management 14 Capital risk management The Group's objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue to provide returns to its shareholders and benefits to its stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In the future, the Directors may pursue funding options such as debt, sale and leaseback of assets, additional equity and various other funding mechanisms as appropriate in order to undertake its projects and deliver optimum shareholder returns. The Group intends to maintain a gearing ratio appropriate for a company of its size and growth. 30 June 2026 30 June 2025 $'000 $'000 Total borrowings and lease liabilities 3,358,602 1,206,202 (Less)/add: derivative financial instruments (15,883) 11,430 (Less): cash and cash equivalents (875,978) (243,688) Net debt 2,466,741 973,944 Total equity 6,094,944 4,150,813 Total capital 8,561,685 5,124,757 Gearing ratio 28.8 % 19.0 % The change in the gearing ratio was primarily driven by the increase in debt funding during the year to support the strong level of capital expenditure during the current period. Refer to note 15 for movements in ordinary share capital, and note 10 for movements in property, plant and equipment. The Group manages its capital structure by regularly reviewing its gearing ratio to ensure it maintains an appropriate level of gearing within facility covenants. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total interest bearing financial liabilities, less cash and cash equivalents and derivative financial instruments. Total capital is calculated as equity, as shown in the Consolidated Balance Sheet, plus net debt. 15 Contributed equity (a) Share capital 30 June 2026 30 June 2026 30 June 2025 30 June 2025 Note Number of shares $ Number of shares $ Fully paid ordinary shares 15(c) 759,554,497 5,835,268,178 640,416,090 4,336,989,999 Treasury shares - LFSP 15(e) 861,813 1,851,502 861,813 1,851,502 Total share capital 760,416,310 5,837,119,680 641,277,903 4,338,841,501 Financial Report | NEXTDC FY26 Annual Report 119 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 120 15 Contributed equity (continued) (b) Movements in ordinary share capital Date Details Notes Number of shares $'000 1 July 2024 Opening balance 601,368,352 3,668,969 16 September 2024 Issue of capital - institutional investors (c) 32,069,971 550,000 11 October 2024 Issue of capital - retail investors (c) 7,534,101 128,155 24 October 2024 Conversion of rights to shares - deferred STI (d) 46,333 611 24 October 2024 Conversion of rights to shares - LTI (d) 259,146 1,577 Transaction costs – (10,470) Sub-total 641,277,903 4,338,842 Less shares held by NEXTDC Share Plan Pty Ltd (e) (861,813) (1,852) Balance 640,416,090 4,336,990 Date Details Notes Number of shares $'000 1 July 2025 Opening balance 641,277,903 4,338,842 29 September 2025 Conversion of rights to shares - deferred STI (d) 39,379 680 29 September 2025 Conversion of rights to shares - LTI (d) 395,111 2,625 30 April 2026 Issue of capital - institutional investors (c) 80,891,005 1,027,317 18 May 2026 Issue of capital - retail investors (c) 37,812,912 480,224 Transaction costs – (29,049) Deferred tax credit/(debit) recognised directly in equity – 16,481 Sub-total 760,416,310 5,837,120 Less shares held by NEXTDC Share Plan Pty Ltd (e) (861,813) (1,852) Balance 759,554,497 5,835,268 (c) Ordinary shares During the period, the Company completed a capital raising via entitlement offer, generating total gross offer proceeds of approximately $1,507.5 million. Under the institutional component of the entitlement offer, 80,891,005 ordinary shares were issued to institutional investors at an issue price of $12.70 per share, raising approximately $1,027.3 million. A further 37,812,912 ordinary shares were subsequently issued to eligible retail shareholders under the retail component of the entitlement offer at an issue price of $12.70 per share, raising approximately $480.2 million. Transaction costs of $29.0 million were incurred in connection with the share issuances. Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Group in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares have no par value and the Group does not have a limited amount of authorised capital. (d) Performance rights and deferred share rights Performance rights and deferred share rights, which subject to satisfaction of a performance hurdle, give rise to an entitlement to the value of an ordinary share in NEXTDC Limited. The Board has discretion to determine if the value will be provided in shares, cash or a combination of shares and cash. As part of NEXTDC's Equity Incentive Plan, which is offered to employees to create alignment with the Group's strategic objectives, 434,490 ordinary shares were issued on 29 September 2025. These shares were issued following the vesting of performance rights and deferred STI share rights. Financial Report | NEXTDC FY26 Annual Report 120 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 121 15 Contributed equity (continued) (b) Movements in ordinary share capital Date Details Notes Number of shares $'000 1 July 2024 Opening balance 601,368,352 3,668,969 16 September 2024 Issue of capital - institutional investors (c) 32,069,971 550,000 11 October 2024 Issue of capital - retail investors (c) 7,534,101 128,155 24 October 2024 Conversion of rights to shares - deferred STI (d) 46,333 611 24 October 2024 Conversion of rights to shares - LTI (d) 259,146 1,577 Transaction costs – (10,470) Sub-total 641,277,903 4,338,842 Less shares held by NEXTDC Share Plan Pty Ltd (e) (861,813) (1,852) Balance 640,416,090 4,336,990 Date Details Notes Number of shares $'000 1 July 2025 Opening balance 641,277,903 4,338,842 29 September 2025 Conversion of rights to shares - deferred STI (d) 39,379 680 29 September 2025 Conversion of rights to shares - LTI (d) 395,111 2,625 30 April 2026 Issue of capital - institutional investors (c) 80,891,005 1,027,317 18 May 2026 Issue of capital - retail investors (c) 37,812,912 480,224 Transaction costs – (29,049) Deferred tax credit/(debit) recognised directly in equity – 16,481 Sub-total 760,416,310 5,837,120 Less shares held by NEXTDC Share Plan Pty Ltd (e) (861,813) (1,852) Balance 759,554,497 5,835,268 (c) Ordinary shares During the period, the Company completed a capital raising via entitlement offer, generating total gross offer proceeds of approximately $1,507.5 million. Under the institutional component of the entitlement offer, 80,891,005 ordinary shares were issued to institutional investors at an issue price of $12.70 per share, raising approximately $1,027.3 million. A further 37,812,912 ordinary shares were subsequently issued to eligible retail shareholders under the retail component of the entitlement offer at an issue price of $12.70 per share, raising approximately $480.2 million. Transaction costs of $29.0 million were incurred in connection with the share issuances. Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Group in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares have no par value and the Group does not have a limited amount of authorised capital. (d) Performance rights and deferred share rights Performance rights and deferred share rights, which subject to satisfaction of a performance hurdle, give rise to an entitlement to the value of an ordinary share in NEXTDC Limited. The Board has discretion to determine if the value will be provided in shares, cash or a combination of shares and cash. As part of NEXTDC's Equity Incentive Plan, which is offered to employees to create alignment with the Group's strategic objectives, 434,490 ordinary shares were issued on 29 September 2025. These shares were issued following the vesting of performance rights and deferred STI share rights. Financial Report | NEXTDC FY26 Annual Report 120 Notes to the Consolidated Financial Report 30 June 2026 (continued) (e) Loan funded share plan The Group operated a legacy Loan Funded Share Plan remuneration scheme which was designed to attract and retain key employees. The arrangement involved the issue of shares to NEXTDC Share Plan Pty Ltd, whose sole purpose was to hold shares as trustee for its beneficiaries (its participants). The participants were required to meet service requirements before being entitled to access these shares. The fair value at grant date of the shares was determined using either a Black-Scholes or binomial option pricing model that took into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the loan. The assessed fair value was recognised as share-based payments. 30 June 2026 30 June 2025 Shares held by the Trust but not allocated 861,813 861,813 (f) Dividend reinvestment plan The Group does not have a dividend reinvestment plan in place. (g) Other equity (i) Treasury shares Treasury shares are shares in NEXTDC Limited that are held by the NEXTDC Employee Share Plan Trust for the purpose of issuing shares under the NEXTDC employee share scheme (see note 23 for further information). Shares issued to employees are recognised on a first-in-first-out basis. Details Number of shares $'000 30 June 2025 (1,453,488) (20,603) Balance 30 June 2026 (1,453,488) (20,603) Financial Report | NEXTDC FY26 Annual Report 121 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 122 16 Reserves 30 June 2026 30 June 2025 Note $'000 $'000 Revaluation surplus reserve 16(a) 346,898 — Foreign currency translation reserve 16(b) (9,390) 7,399 Cash flow hedge reserve 16(c) 11,026 (13,774) Share-based payment reserve 16(d) 24,812 15,931 Total reserves 373,346 9,556 The movements in the Group’s reserves are analysed below: 30 June 2026 30 June 2025 Note $'000 $'000 (a) Revaluation surplus reserve Balance at the beginning of the year — — Increase due to revaluation of property, plant and equipment 495,569 — Tax associated with the revaluation of land and buildings (148,671) — Balance at the end of the year 346,898 — (b) Foreign currency translation reserve Balance at the beginning of the year 7,399 (5,658) Net exchange differences on translation of foreign operations (16,789) 13,057 Balance at the end of the year (9,390) 7,399 (c) Cash flow hedge reserve Balance at the beginning of the year (13,774) 8,201 Gains/(losses) on cash flow hedges 32,451 (15,017) Costs of hedging (194) 128 Hedging (gain) reclassified to profit loss (2,944) (8,960) Income tax relating to these items (4,513) 1,874 Balance at the end of the year 11,026 (13,774) (d) Share-based payment reserve Balance at the beginning of the year 15,931 12,027 Share based payments - conversion of rights to shares (2,297) (2,188) Share based payments - value of employee services 11,178 6,092 Balance at the end of the year 24,812 15,931 Financial Report | NEXTDC FY26 Annual Report 122 Notes to the Consolidated Financial Report 30 June 2026 (continued) 17 Financial risk management The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group’s transactions are predominantly conducted in Australian dollars. Overall, management assesses the Group’s exposure to financial risk as low. However, the Group does have a financial risk management program in place. The Group does not enter into or trade financial instruments for speculative purposes. The Group holds the following financial instruments: 30 June 2026 30 June 2025 $'000 $'000 FINANCIAL ASSETS Cash and cash equivalents 875,978 243,688 Trade and other receivables 185,667 59,472 Derivative financial instruments 24,830 838 Security deposits 20,536 179 Total financial assets 1,107,011 304,177 FINANCIAL LIABILITIES Trade and other payables 528,744 227,252 Derivative financial instruments 8,947 12,268 Borrowings 3,276,526 1,127,564 Lease liabilities 82,076 78,638 Total financial liabilities 3,896,293 1,445,722 (a) Derivatives (i) Fair value measurement For information about the methods and assumptions used in determining the fair value of derivatives refer to note 30(j)(ii). Financial Report | NEXTDC FY26 Annual Report 123 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 123 16 Reserves 30 June 2026 30 June 2025 Note $'000 $'000 Revaluation surplus reserve 16(a) 346,898 — Foreign currency translation reserve 16(b) (9,390) 7,399 Cash flow hedge reserve 16(c) 11,026 (13,774) Share-based payment reserve 16(d) 24,812 15,931 Total reserves 373,346 9,556 The movements in the Group’s reserves are analysed below: 30 June 2026 30 June 2025 Note $'000 $'000 (a) Revaluation surplus reserve Balance at the beginning of the year — — Increase due to revaluation of property, plant and equipment 495,569 — Tax associated with the revaluation of land and buildings (148,671) — Balance at the end of the year 346,898 — (b) Foreign currency translation reserve Balance at the beginning of the year 7,399 (5,658) Net exchange differences on translation of foreign operations (16,789) 13,057 Balance at the end of the year (9,390) 7,399 (c) Cash flow hedge reserve Balance at the beginning of the year (13,774) 8,201 Gains/(losses) on cash flow hedges 32,451 (15,017) Costs of hedging (194) 128 Hedging (gain) reclassified to profit loss (2,944) (8,960) Income tax relating to these items (4,513) 1,874 Balance at the end of the year 11,026 (13,774) (d) Share-based payment reserve Balance at the beginning of the year 15,931 12,027 Share based payments - conversion of rights to shares (2,297) (2,188) Share based payments - value of employee services 11,178 6,092 Balance at the end of the year 24,812 15,931 Financial Report | NEXTDC FY26 Annual Report 122 Notes to the Consolidated Financial Report 30 June 2026 (continued) 17 Financial risk management The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group’s transactions are predominantly conducted in Australian dollars. Overall, management assesses the Group’s exposure to financial risk as low. However, the Group does have a financial risk management program in place. The Group does not enter into or trade financial instruments for speculative purposes. The Group holds the following financial instruments: 30 June 2026 30 June 2025 $'000 $'000 FINANCIAL ASSETS Cash and cash equivalents 875,978 243,688 Trade and other receivables 185,667 59,472 Derivative financial instruments 24,830 838 Security deposits 20,536 179 Total financial assets 1,107,011 304,177 FINANCIAL LIABILITIES Trade and other payables 528,744 227,252 Derivative financial instruments 8,947 12,268 Borrowings 3,276,526 1,127,564 Lease liabilities 82,076 78,638 Total financial liabilities 3,896,293 1,445,722 (a) Derivatives (i) Fair value measurement For information about the methods and assumptions used in determining the fair value of derivatives refer to note 30(j)(ii). Financial Report | NEXTDC FY26 Annual Report 123 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 124 17 Financial risk management (continued) (a) Derivatives (continued) (ii) Hedging reserves The Group’s hedging reserves relate to the following hedging instruments: Cash flow hedge reserve Cost of hedging reserve Cashflow hedge reserve Total hedge reserve $'000 $'000 $'000 Opening balance 1 July 2024 (79) 8,281 8,202 Change in fair value of hedging instrument recognised in OCI — (15,017) (15,017) Costs of hedging deferred and recognised in OCI 128 — 128 Reclassified from OCI to profit or loss - included in finance costs 77 (9,037) (8,960) Deferred tax — 1,874 1,874 Closing balance 30 June 2025 126 (13,899) (13,773) Opening balance 1 July 2025 126 (13,899) (13,773) Change in fair value of hedging instrument recognised in OCI — 32,451 32,451 Costs of hedging deferred and recognised in OCI (194) — (194) Reclassified from OCI to profit or loss - included in finance costs 20 (2,964) (2,944) Deferred tax — (4,513) (4,513) Closing balance 30 June 2026 (48) 11,075 11,027 The balance in the cashflow hedge reserve from hedging relationships where hedge accounting no longer applies was nil in FY26 (FY25: nil). Hedge effectiveness Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments, to ensure that an economic relationship exists between the hedged item and hedging instrument. The Group enters into interest rate swaps that have similar critical terms as the hedged item, such as reference rate, reset dates, payment dates, maturities and notional amount. As all critical terms matched during the year, there is an economic relationship. (b) Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk for the Group is comprised of foreign exchange risk and interest rate risk. (i) Foreign exchange risk As a result of the Group expanding its presence into new offshore markets, including Malaysia, Japan, Thailand and New Zealand, foreign exchange risk exposures exist on purchases and assets that are denominated in foreign currencies (i.e. currencies other than the Group’s functional currency). The currencies in which these transactions are primarily denominated are MYR, SGD, NZD and Yen. The Group takes advantage of natural hedging strategies to the extent possible. The Group does not currently use forward exchange contracts to hedge residual foreign exchange risk arising from payments denominated in foreign Financial Report | NEXTDC FY26 Annual Report 124 Notes to the Consolidated Financial Report 30 June 2026 (continued) 17 Financial risk management (continued) (b) Market risk (continued) (i) Foreign exchange risk (continued) currencies. However, when considered appropriate the Group may enter into forward exchange contracts to hedge foreign exchange risk arising from specific transactions. The Group’s primary exposure to foreign exchange risk is on the translation of net assets of Group entities which are denominated in currencies other than AUD, which is the Group’s presentation currency. The impact of movements in exchange rates is recognised primarily in the other comprehensive income component of the Group’s Statement of Comprehensive Income. (ii) Cash flow and fair value interest rate risk The Group’s main interest rate risk arises from its various fixed-rate term deposits as well as its syndicated debt facility and floating rate notes (refer to note 18). The floating rate loan tranches expose the Group's borrowings to changes in interest rates. The embedded interest rates for the lease liabilities are fixed, consequently the interest rate risk in relation to these instruments is limited. Instruments used by the Group The Group has incorporated derivative financial instruments to manage its exposure to interest rates. Under its interest rate swaps, the Group agrees to exchange the difference between the contracted fixed and floating rate interest amounts determined on a notional principal amount. Within these interest rate swaps, there is embedded floor protection at 0%, which is consistent with the terms of the underlying senior debt facility. The following table details the notional principal amounts and remaining terms of interest rate swap contracts outstanding at the end of the reporting period: Average contracted fixed interest rate Notional principal amount (AUD) Fair Value (AUD) Receive floating pay fixed 2026 2025 2026 2025 2026 2025 % % $'000 $'000 $'000 $'000 Less than 1 year – 3.4689% – 800,000 – 305 1 to 2 years 3.9325% – 800,000 – 6,379 – 2 to 5 years 4.0401% 3.9325% 1,550,000 800,000 9,504 (11,735) Effects of hedge accounting on the consolidated financial position and performance 30 June 2026 30 June 2025 $'000 $'000 Interest rate swaps Hedge ratio 1:1 1:1 Change in fair value of outstanding hedge instruments since 1 July 30,162 (16,245) Change in value of hedged item used to determine hedge effectiveness 30,193 (16,767) SENSITIVITY The table below shows the impact of 100 basis points movement (net of hedging) in the interest rate curve on the consolidated entity’s profit and equity after tax for both derivatives and non-derivative financial instruments at 30 June 2026, with all other variables held constant. Financial Report | NEXTDC FY26 Annual Report 125 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 125 17 Financial risk management (continued) (a) Derivatives (continued) (ii) Hedging reserves The Group’s hedging reserves relate to the following hedging instruments: Cash flow hedge reserve Cost of hedging reserve Cashflow hedge reserve Total hedge reserve $'000 $'000 $'000 Opening balance 1 July 2024 (79) 8,281 8,202 Change in fair value of hedging instrument recognised in OCI — (15,017) (15,017) Costs of hedging deferred and recognised in OCI 128 — 128 Reclassified from OCI to profit or loss - included in finance costs 77 (9,037) (8,960) Deferred tax — 1,874 1,874 Closing balance 30 June 2025 126 (13,899) (13,773) Opening balance 1 July 2025 126 (13,899) (13,773) Change in fair value of hedging instrument recognised in OCI — 32,451 32,451 Costs of hedging deferred and recognised in OCI (194) — (194) Reclassified from OCI to profit or loss - included in finance costs 20 (2,964) (2,944) Deferred tax — (4,513) (4,513) Closing balance 30 June 2026 (48) 11,075 11,027 The balance in the cashflow hedge reserve from hedging relationships where hedge accounting no longer applies was nil in FY26 (FY25: nil). Hedge effectiveness Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments, to ensure that an economic relationship exists between the hedged item and hedging instrument. The Group enters into interest rate swaps that have similar critical terms as the hedged item, such as reference rate, reset dates, payment dates, maturities and notional amount. As all critical terms matched during the year, there is an economic relationship. (b) Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk for the Group is comprised of foreign exchange risk and interest rate risk. (i) Foreign exchange risk As a result of the Group expanding its presence into new offshore markets, including Malaysia, Japan, Thailand and New Zealand, foreign exchange risk exposures exist on purchases and assets that are denominated in foreign currencies (i.e. currencies other than the Group’s functional currency). The currencies in which these transactions are primarily denominated are MYR, SGD, NZD and Yen. The Group takes advantage of natural hedging strategies to the extent possible. The Group does not currently use forward exchange contracts to hedge residual foreign exchange risk arising from payments denominated in foreign Financial Report | NEXTDC FY26 Annual Report 124 Notes to the Consolidated Financial Report 30 June 2026 (continued) 17 Financial risk management (continued) (b) Market risk (continued) (i) Foreign exchange risk (continued) currencies. However, when considered appropriate the Group may enter into forward exchange contracts to hedge foreign exchange risk arising from specific transactions. The Group’s primary exposure to foreign exchange risk is on the translation of net assets of Group entities which are denominated in currencies other than AUD, which is the Group’s presentation currency. The impact of movements in exchange rates is recognised primarily in the other comprehensive income component of the Group’s Statement of Comprehensive Income. (ii) Cash flow and fair value interest rate risk The Group’s main interest rate risk arises from its various fixed-rate term deposits as well as its syndicated debt facility and floating rate notes (refer to note 18). The floating rate loan tranches expose the Group's borrowings to changes in interest rates. The embedded interest rates for the lease liabilities are fixed, consequently the interest rate risk in relation to these instruments is limited. Instruments used by the Group The Group has incorporated derivative financial instruments to manage its exposure to interest rates. Under its interest rate swaps, the Group agrees to exchange the difference between the contracted fixed and floating rate interest amounts determined on a notional principal amount. Within these interest rate swaps, there is embedded floor protection at 0%, which is consistent with the terms of the underlying senior debt facility. The following table details the notional principal amounts and remaining terms of interest rate swap contracts outstanding at the end of the reporting period: Average contracted fixed interest rate Notional principal amount (AUD) Fair Value (AUD) Receive floating pay fixed 2026 2025 2026 2025 2026 2025 % % $'000 $'000 $'000 $'000 Less than 1 year – 3.4689% – 800,000 – 305 1 to 2 years 3.9325% – 800,000 – 6,379 – 2 to 5 years 4.0401% 3.9325% 1,550,000 800,000 9,504 (11,735) Effects of hedge accounting on the consolidated financial position and performance 30 June 2026 30 June 2025 $'000 $'000 Interest rate swaps Hedge ratio 1:1 1:1 Change in fair value of outstanding hedge instruments since 1 July 30,162 (16,245) Change in value of hedged item used to determine hedge effectiveness 30,193 (16,767) SENSITIVITY The table below shows the impact of 100 basis points movement (net of hedging) in the interest rate curve on the consolidated entity’s profit and equity after tax for both derivatives and non-derivative financial instruments at 30 June 2026, with all other variables held constant. Financial Report | NEXTDC FY26 Annual Report 125 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 126 17 Financial risk management (continued) (b) Market risk (continued) (ii) Cash flow and fair value interest rate risk (continued) Impact on post-tax profit Impact on other components of equity 2026 2025 2026 2025 $'000 $'000 $'000 $'000 Interest rate - increase by 100 basis points – – 40,725 12,031 Interest rate - decrease by 100 basis points – – (41,181) (11,747) * Holding all other variables constant (c) Credit risk Credit risk arises from counterparties holding cash and cash equivalents, security deposits, trade and other receivables, and derivatives. (i) Cash and cash equivalents and security deposits Deposits are placed with Australian banks or independently rated parties with a minimum rating of ‘A’ class in both short term and long term. To reduce exposure deposits are placed with a variety of financial institutions. The credit quality of financial assets can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates: 30 June 2026 30 June 2025 $'000 $'000 CASH AT BANK A rated 238,275 99,072 AA rated 637,703 144,616 Total 875,978 243,688 SECURITY DEPOSITS AA rated – – Unrated 20,536 179 Total 20,536 179 (ii) Trade and other receivables Customer credit risk is managed subject to the Group’s established policy, procedures and control relating to customer credit risk management. Credit evaluations are performed on all customers. Outstanding customer receivables are monitored regularly. The Group aims to minimise concentration of credit risk by undertaking transactions with a large number of customers. Data centre revenue of $495.5 million was primarily derived from two customers, contributing $161.1 million (33%) and $87.2 million (18%) of the Group's total revenue respectively (2025: $123.1 million (29%) and $74.8 million (18%) respectively). Revenues from these two customers were derived across numerous orders at multiple data centre facilities with the underlying orders having a range of different expiry dates. In addition, receivable balances are monitored on an ongoing basis with the intention that the Group’s exposure to bad debts is minimised. The maximum exposure to credit risk at the end of the reporting period is the carrying value of each class of the financial assets mentioned above and each class of receivable disclosed in Note 6. The Group does not require collateral in respect of financial assets. Financial Report | NEXTDC FY26 Annual Report 126 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 127 17 Financial risk management (continued) (b) Market risk (continued) (ii) Cash flow and fair value interest rate risk (continued) Impact on post-tax profit Impact on other components of equity 2026 2025 2026 2025 $'000 $'000 $'000 $'000 Interest rate - increase by 100 basis points – – 40,725 12,031 Interest rate - decrease by 100 basis points – – (41,181) (11,747) * Holding all other variables constant (c) Credit risk Credit risk arises from counterparties holding cash and cash equivalents, security deposits, trade and other receivables, and derivatives. (i) Cash and cash equivalents and security deposits Deposits are placed with Australian banks or independently rated parties with a minimum rating of ‘A’ class in both short term and long term. To reduce exposure deposits are placed with a variety of financial institutions. The credit quality of financial assets can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates: 30 June 2026 30 June 2025 $'000 $'000 CASH AT BANK A rated 238,275 99,072 AA rated 637,703 144,616 Total 875,978 243,688 SECURITY DEPOSITS AA rated – – Unrated 20,536 179 Total 20,536 179 (ii) Trade and other receivables Customer credit risk is managed subject to the Group’s established policy, procedures and control relating to customer credit risk management. Credit evaluations are performed on all customers. Outstanding customer receivables are monitored regularly. The Group aims to minimise concentration of credit risk by undertaking transactions with a large number of customers. Data centre revenue of $495.5 million was primarily derived from two customers, contributing $161.1 million (33%) and $87.2 million (18%) of the Group's total revenue respectively (2025: $123.1 million (29%) and $74.8 million (18%) respectively). Revenues from these two customers were derived across numerous orders at multiple data centre facilities with the underlying orders having a range of different expiry dates. In addition, receivable balances are monitored on an ongoing basis with the intention that the Group’s exposure to bad debts is minimised. The maximum exposure to credit risk at the end of the reporting period is the carrying value of each class of the financial assets mentioned above and each class of receivable disclosed in Note 6. The Group does not require collateral in respect of financial assets. Financial Report | NEXTDC FY26 Annual Report 126 Notes to the Consolidated Financial Report 30 June 2026 (continued) 17 Financial risk management (continued) (c) Credit risk (continued) (ii) Trade and other receivables (continued) The Group applies the simplified approach to providing for expected credit losses prescribed by AASB 9 Financial Instruments, which permits the use of the lifetime expected loss provision for all trade receivables. To measure the expected credit loss, receivables have been grouped based on days overdue. The expected credit loss model reflects the higher interest rate environment, and reflects historical experience as well as other factors that are considered to be relevant, including relevant macroeconomic factors such as changes in interest rates, government policy, and broader business and consumer conditions domestically and globally. Accordingly, the Group's expected credit loss estimates are inherently uncertain, and as a result, actual results may differ from these estimates. The loss allowance provision as at 30 June 2026 is determined as follows: 30 June 2026 Current 1 to 30 days past due 31 to 60 days past due More than 60 days past due Total $'000 $'000 $'000 $'000 $'000 Expected loss rate 1.0 % 5.0 % 7.5 % 25.0 % – Gross carrying amount 105,101 4,984 1,578 2,711 114,374 Loss allowance provision (1,051) (249) (118) (678) (2,096) Net receivables 104,050 4,735 1,460 2,033 112,278 30 June 2025 Current 1 to 30 days past due 31 to 60 days past due More than 60 days past due Total $'000 $'000 $'000 $'000 $'000 Expected loss rate 1.0 % 5.0 % 7.5 % 25.0 % – Gross carrying amount 35,303 1,692 583 1,448 39,026 Loss allowance provision (353) (85) (44) (362) (844) Net receivables 34,950 1,607 539 1,086 38,182 (iii) Derivatives Credit risk for derivative financial instruments arises from the potential failure by counterparties to the derivative transaction contract to meet their obligations. The credit risk exposure to interest rate swaps is the fair value of these contracts. All derivative financial instruments are with our major international banking partners, all of which have an independently rated minimum credit rating of ‘A’ as of July 2026. (d) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Management also actively monitors rolling forecasts of the Group’s cash and cash equivalents. (i) Maturities of financial liabilities The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on their contractual maturities for all financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows. Financial Report | NEXTDC FY26 Annual Report 127 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 128 17 Financial risk management (continued) (d) Liquidity risk (continued) (i) Maturities of financial liabilities (continued) Contract Maturities of Financial Liabilities Within 12 months Between 1 and 5 years Over 5 years Total contractual cash flows Carrying amount 2026 $'000 $'000 $'000 $'000 $'000 Trade payables 160,046 – – 160,046 160,046 Accrued capital expenditure 326,178 – – 326,178 326,178 Accrued expenses 24,300 – – 24,300 24,300 Lease liabilities 8,007 32,238 132,626 172,871 82,076 Borrowings 237,849 3,605,383 627,727 4,470,959 3,276,526 Total non-derivatives 756,380 3,637,621 760,353 5,154,354 3,869,126 2025 Trade payables 56,187 – – 56,187 56,187 Accrued capital expenditure 137,750 – – 137,750 137,750 Accrued expenses 18,488 – – 18,488 18,488 Lease liabilities 7,701 27,581 138,139 173,421 78,638 Borrowings 50,546 947,373 432,220 1,430,139 1,127,564 Total non-derivatives 270,672 974,954 570,359 1,815,985 1,418,627 (e) Fair value measurement (i) Trade and other payables The fair value of trade and other payables is disclosed in note 8. (ii) Borrowings The fair value of borrowings is disclosed in note 18(d). Financial Report | NEXTDC FY26 Annual Report 128 Notes to the Consolidated Financial Report 30 June 2026 (continued) 18 Borrowings 30 June 2026 30 June 2025 $'000 $'000 NON-CURRENT Secured borrowings 1,560,566 1,127,564 Unsecured borrowings 1,715,960 – Total borrowings 3,276,526 1,127,564 (a) Secured borrowings During the 2026 financial year NEXTDC secured new senior debt facilities totalling $3,500 million, bringing NEXTDC’s total secured debt facilities to $6,400 million across term and revolving facilities. The new and existing facilities are summarised as follows: Type Maturity Facility Limit Drawn Undrawn $'millions $'millions $'millions Facility A Revolving Loan Facility 3 December 2029 1,500 400 1,100 Facility B Term Loan Facility 3 December 2031 400 400 – Facility C Revolving Loan Facility 3 December 2031 1,000 – 1,000 Facility D Revolving Loan Facility 3 December 2030 1,800 – 1,800 Facility E Term Loan Facility 3 December 2030 600 600 – Facility F Term Loan Facility 3 December 2032 400 200 200 Facility G Revolving Loan Facility 3 December 2032 700 – 700 Total 6,400 1,600 4,800 The Company incurred transaction costs of $29.3 million in establishing the new facilities. These costs have been offset against the carrying amount of the borrowings and will be amortised over the terms of the facilities. NEXTDC is exposed to interest rate volatility due to the variable rate on its Syndicated Debt Facilities. To mitigate the interest rate risk associated with this floating element, NEXTDC has entered into a series of interest rate swaps under which $800 million of secured drawn debt has its base rate fixed until 3 December 2027. A further $800 million of secured drawn debt has its base rate fixed until 3 December 2028. A derivative asset and liability and associated cash flow hedge reserve has been recognised at 30 June 2026 to account for these transactions. The Syndicated Debt Facilities are secured by the Group's assets. Financial Report | NEXTDC FY26 Annual Report 129 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 129 17 Financial risk management (continued) (d) Liquidity risk (continued) (i) Maturities of financial liabilities (continued) Contract Maturities of Financial Liabilities Within 12 months Between 1 and 5 years Over 5 years Total contractual cash flows Carrying amount 2026 $'000 $'000 $'000 $'000 $'000 Trade payables 160,046 – – 160,046 160,046 Accrued capital expenditure 326,178 – – 326,178 326,178 Accrued expenses 24,300 – – 24,300 24,300 Lease liabilities 8,007 32,238 132,626 172,871 82,076 Borrowings 237,849 3,605,383 627,727 4,470,959 3,276,526 Total non-derivatives 756,380 3,637,621 760,353 5,154,354 3,869,126 2025 Trade payables 56,187 – – 56,187 56,187 Accrued capital expenditure 137,750 – – 137,750 137,750 Accrued expenses 18,488 – – 18,488 18,488 Lease liabilities 7,701 27,581 138,139 173,421 78,638 Borrowings 50,546 947,373 432,220 1,430,139 1,127,564 Total non-derivatives 270,672 974,954 570,359 1,815,985 1,418,627 (e) Fair value measurement (i) Trade and other payables The fair value of trade and other payables is disclosed in note 8. (ii) Borrowings The fair value of borrowings is disclosed in note 18(d). Financial Report | NEXTDC FY26 Annual Report 128 Notes to the Consolidated Financial Report 30 June 2026 (continued) 18 Borrowings 30 June 2026 30 June 2025 $'000 $'000 NON-CURRENT Secured borrowings 1,560,566 1,127,564 Unsecured borrowings 1,715,960 – Total borrowings 3,276,526 1,127,564 (a) Secured borrowings During the 2026 financial year NEXTDC secured new senior debt facilities totalling $3,500 million, bringing NEXTDC’s total secured debt facilities to $6,400 million across term and revolving facilities. The new and existing facilities are summarised as follows: Type Maturity Facility Limit Drawn Undrawn $'millions $'millions $'millions Facility A Revolving Loan Facility 3 December 2029 1,500 400 1,100 Facility B Term Loan Facility 3 December 2031 400 400 – Facility C Revolving Loan Facility 3 December 2031 1,000 – 1,000 Facility D Revolving Loan Facility 3 December 2030 1,800 – 1,800 Facility E Term Loan Facility 3 December 2030 600 600 – Facility F Term Loan Facility 3 December 2032 400 200 200 Facility G Revolving Loan Facility 3 December 2032 700 – 700 Total 6,400 1,600 4,800 The Company incurred transaction costs of $29.3 million in establishing the new facilities. These costs have been offset against the carrying amount of the borrowings and will be amortised over the terms of the facilities. NEXTDC is exposed to interest rate volatility due to the variable rate on its Syndicated Debt Facilities. To mitigate the interest rate risk associated with this floating element, NEXTDC has entered into a series of interest rate swaps under which $800 million of secured drawn debt has its base rate fixed until 3 December 2027. A further $800 million of secured drawn debt has its base rate fixed until 3 December 2028. A derivative asset and liability and associated cash flow hedge reserve has been recognised at 30 June 2026 to account for these transactions. The Syndicated Debt Facilities are secured by the Group's assets. Financial Report | NEXTDC FY26 Annual Report 129 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 130 18 Borrowings (continued) (b) Unsecured borrowings In April 2026, NEXTDC issued new subordinated floating rate notes of $750 million. In April 2026, NEXTDC also entered into an agreement for the issuance of $1,700 million of unsecured subordinated hybrid securities, comprised of the initial $1,000 million series and $700 million delayed draw series. As at 30 June 2026, the Series 1 tranche of $1,000 million has been drawn down, with the Series 2 tranche of $700 million available to be drawn during a 12-month availability period. The Notes have a contractual maturity of 100 years from the issue date and bear an ordinary coupon of 7.50% per annum until the first optional redemption date on the fifth anniversary of issuance, after which the coupon steps up progressively through to Year 10 and beyond. The Notes are measured at amortised cost using the effective interest rate method. In determining the effective interest rate, management has applied an expected life of five years, reflecting management's intention to redeem the Notes prior to contractual maturity. NEXTDC has applied an accounting policy choice to account for the term extension option beyond the expected life of five years as a loan commitment rather than an embedded option. The undrawn Series 2 commitment is similarly treated as a loan commitment, with no financial liability recognised until drawdown. Maturity First optional redemption date Limit Drawn Undrawn $'millions $'millions $'millions Floating rate notes 30 April 2030 30 January 2030 750 750 – Hybrid Securities 15 May 2126 15 May 2031 1,700 1,000 700 Total 2,450 1,750 700 The Company incurred transaction costs of $45.8 million in establishing the new subordinated facilities. These costs will be offset against the carrying amount of the borrowings and be amortised over the terms of the facilities. NEXTDC is exposed to interest rate volatility due to the variable rate on its Floating rate notes. To mitigate the interest rate risk associated with this floating element, NEXTDC has entered into a series of interest rate swaps under which $750 million of floating rate notes has its base rate fixed until 30 April 2030. (c) Compliance with loan covenants The Group has complied with the financial covenants of its borrowing facilities including gearing and interest coverage during the 2026 financial year (2025: complied). (d) Fair value Differences are identified for the borrowings: 2026 2025 Carrying amount Fair value Carrying amount Fair value $'000 $'000 $'000 $'000 Senior debt facilities 1,560,566 1,592,100 1,127,564 1,154,490 Floating rate notes 740,095 749,998 – – Hybrid Securities 975,865 991,135 – – Total borrowings 3,276,526 3,333,233 1,127,564 1,154,490 The fair values of non-current borrowings are based on discounted cash flows using expected future market rates. Financial Report | NEXTDC FY26 Annual Report 130 Notes to the Consolidated Financial Report 30 June 2026 (continued) 18 Borrowings (continued) (e) Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the Consolidated Statement of Comprehensive Income over the period of the borrowings using a reasonable basis of amortisation. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan. To the extent that it is probable that some or all of the facility will be drawn down, the fee is deferred until the draw down occurs, at which point it will be amortised over the remaining term of the facility. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. Covenants that the Group is required to comply with, on or before the end of the reporting period, are considered in classifying loan arrangements with covenants as current or non-current. Covenants that the Group is required to comply with after the reporting period do not affect the classification at the reporting date. Financial Report | NEXTDC FY26 Annual Report 131 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 131 18 Borrowings (continued) (b) Unsecured borrowings In April 2026, NEXTDC issued new subordinated floating rate notes of $750 million. In April 2026, NEXTDC also entered into an agreement for the issuance of $1,700 million of unsecured subordinated hybrid securities, comprised of the initial $1,000 million series and $700 million delayed draw series. As at 30 June 2026, the Series 1 tranche of $1,000 million has been drawn down, with the Series 2 tranche of $700 million available to be drawn during a 12-month availability period. The Notes have a contractual maturity of 100 years from the issue date and bear an ordinary coupon of 7.50% per annum until the first optional redemption date on the fifth anniversary of issuance, after which the coupon steps up progressively through to Year 10 and beyond. The Notes are measured at amortised cost using the effective interest rate method. In determining the effective interest rate, management has applied an expected life of five years, reflecting management's intention to redeem the Notes prior to contractual maturity. NEXTDC has applied an accounting policy choice to account for the term extension option beyond the expected life of five years as a loan commitment rather than an embedded option. The undrawn Series 2 commitment is similarly treated as a loan commitment, with no financial liability recognised until drawdown. Maturity First optional redemption date Limit Drawn Undrawn $'millions $'millions $'millions Floating rate notes 30 April 2030 30 January 2030 750 750 – Hybrid Securities 15 May 2126 15 May 2031 1,700 1,000 700 Total 2,450 1,750 700 The Company incurred transaction costs of $45.8 million in establishing the new subordinated facilities. These costs will be offset against the carrying amount of the borrowings and be amortised over the terms of the facilities. NEXTDC is exposed to interest rate volatility due to the variable rate on its Floating rate notes. To mitigate the interest rate risk associated with this floating element, NEXTDC has entered into a series of interest rate swaps under which $750 million of floating rate notes has its base rate fixed until 30 April 2030. (c) Compliance with loan covenants The Group has complied with the financial covenants of its borrowing facilities including gearing and interest coverage during the 2026 financial year (2025: complied). (d) Fair value Differences are identified for the borrowings: 2026 2025 Carrying amount Fair value Carrying amount Fair value $'000 $'000 $'000 $'000 Senior debt facilities 1,560,566 1,592,100 1,127,564 1,154,490 Floating rate notes 740,095 749,998 – – Hybrid Securities 975,865 991,135 – – Total borrowings 3,276,526 3,333,233 1,127,564 1,154,490 The fair values of non-current borrowings are based on discounted cash flows using expected future market rates. Financial Report | NEXTDC FY26 Annual Report 130 Notes to the Consolidated Financial Report 30 June 2026 (continued) 18 Borrowings (continued) (e) Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the Consolidated Statement of Comprehensive Income over the period of the borrowings using a reasonable basis of amortisation. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan. To the extent that it is probable that some or all of the facility will be drawn down, the fee is deferred until the draw down occurs, at which point it will be amortised over the remaining term of the facility. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. Covenants that the Group is required to comply with, on or before the end of the reporting period, are considered in classifying loan arrangements with covenants as current or non-current. Covenants that the Group is required to comply with after the reporting period do not affect the classification at the reporting date. Financial Report | NEXTDC FY26 Annual Report 131 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 132 Items not recognised 19 Commitments (a) Capital commitments Capital expenditure contracted for at the end of each reporting period but not recognised as liabilities is as follows: 30 June 2026 30 June 2025 $'000 $'000 Property, plant and equipment 1,239,304 980,917 Investment properties 1,424,662 – Total capital commitments 2,663,966 980,917 20 Contingencies (a) Contingent assets The Group did not have any contingent assets during the year or as at the date of this report (30 June 2025: nil). (b) Contingent liabilities The Group did not have any contingent liabilities during the year or as at the date of this report (30 June 2025: nil). (c) Guarantees As at 30 June 2026, the Group provided a total of $127.5 million of guarantees in relation to various performance and financial obligations entered into under a bank guarantee facility (30 June 2025: $9.8 million). 21 Subsequent events Other than the items noted below, there have been no material events subsequent to the end of the reporting period: ▪ On 10 July 2026, NEXTDC announced that it had entered into new senior debt facilities totalling $2,300 million, which reached financial close on 15 July 2026, this brought NEXTDC’s total senior debt facilities to $8,700 million across both term and revolving facilities. ▪ On 21 July 2026, NEXTDC announced the Company’s pro forma contracted utilisation as at 30 June 2026 has increased by 73MW (11%) to 740MW since the last update on 20 April 2026. ▪ On 30 and 31 July 2026, NEXTDC completed additional drawdowns of $200 million each on its existing senior debt facilities, bringing total drawn secured debt to $2,000 million. Financial Report | NEXTDC FY26 Annual Report 132 Notes to the Consolidated Financial Report 30 June 2026 (continued) Employee remuneration 22 Key management personnel (a) Key management personnel compensation 30 June 2026 30 June 2025 $ $ Short-term employee benefits 11,042,667 10,018,880 Post-employment benefits 270,129 238,064 Long-term benefits 346,025 213,341 Share-based payments 6,712,491 3,469,319 Total key management personnel compensation 18,371,312 13,939,604 Comprising Senior Executives 16,487,510 12,167,759 Non-executive Directors 1,883,802 1,771,845 Total 18,371,312 13,939,604 Detailed remuneration disclosures are provided in the Remuneration Report. (b) Loans to key management personnel There were no loans made to key management personnel during the year (2025: nil). (c) Other transactions with key management personnel There were no other transactions with key management personnel during the year (2025: nil). 23 Share-based payments (a) Performance rights The performance rights plan was established by the Board of Directors to provide long-term incentives to the Group’s Senior Executives based on total shareholder returns (TSR). Under the Plan, eligible participants may be granted performance rights on terms and conditions determined by the Board from time to time. Outstanding performance rights were granted during the course of FY23, FY24, FY25 and FY26, with vesting conditions for these grants relating to TSR exceeding the ASX 100 Accumulation Index over the measurement period. Vesting of the FY23 four-year rights and FY24 three-year rights will be tested on or around the day following the release of the annual results for the year ended 30 June 2026. The FY24, FY25 and FY26 rights include tranches which vest after the third and fourth years, and will be tested on or around the day following the release of each of the annual results for 2027, 2028, 2029 and 2030 respectively. Performance rights are granted by the Company for nil consideration. The Board has discretion to determine if the value will be provided in shares, cash or a combination of shares and cash. Rights granted under the plan carry no dividend or voting rights. The fair value of the FY26 performance rights at the date of valuation was determined using a Monte Carlo simulation model that takes into account the exercise price, the term of the rights, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the term of the rights and the correlations and volatilities of peers in the ASX 100 Accumulation Index. The model inputs for performance rights granted during the year ended 30 June 2026 included: a) grant date: 24 February 2026 b) expiry date: 24 February 2034 c) share price at grant date: $13.28 d) expected price volatility of the company’s shares: 30% e) expected dividend yield: 0%, and Financial Report | NEXTDC FY26 Annual Report 133 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 133 Items not recognised 19 Commitments (a) Capital commitments Capital expenditure contracted for at the end of each reporting period but not recognised as liabilities is as follows: 30 June 2026 30 June 2025 $'000 $'000 Property, plant and equipment 1,239,304 980,917 Investment properties 1,424,662 – Total capital commitments 2,663,966 980,917 20 Contingencies (a) Contingent assets The Group did not have any contingent assets during the year or as at the date of this report (30 June 2025: nil). (b) Contingent liabilities The Group did not have any contingent liabilities during the year or as at the date of this report (30 June 2025: nil). (c) Guarantees As at 30 June 2026, the Group provided a total of $127.5 million of guarantees in relation to various performance and financial obligations entered into under a bank guarantee facility (30 June 2025: $9.8 million). 21 Subsequent events Other than the items noted below, there have been no material events subsequent to the end of the reporting period: ▪ On 10 July 2026, NEXTDC announced that it had entered into new senior debt facilities totalling $2,300 million, which reached financial close on 15 July 2026, this brought NEXTDC’s total senior debt facilities to $8,700 million across both term and revolving facilities. ▪ On 21 July 2026, NEXTDC announced the Company’s pro forma contracted utilisation as at 30 June 2026 has increased by 73MW (11%) to 740MW since the last update on 20 April 2026. ▪ On 30 and 31 July 2026, NEXTDC completed additional drawdowns of $200 million each on its existing senior debt facilities, bringing total drawn secured debt to $2,000 million. Financial Report | NEXTDC FY26 Annual Report 132 Notes to the Consolidated Financial Report 30 June 2026 (continued) Employee remuneration 22 Key management personnel (a) Key management personnel compensation 30 June 2026 30 June 2025 $ $ Short-term employee benefits 11,042,667 10,018,880 Post-employment benefits 270,129 238,064 Long-term benefits 346,025 213,341 Share-based payments 6,712,491 3,469,319 Total key management personnel compensation 18,371,312 13,939,604 Comprising Senior Executives 16,487,510 12,167,759 Non-executive Directors 1,883,802 1,771,845 Total 18,371,312 13,939,604 Detailed remuneration disclosures are provided in the Remuneration Report. (b) Loans to key management personnel There were no loans made to key management personnel during the year (2025: nil). (c) Other transactions with key management personnel There were no other transactions with key management personnel during the year (2025: nil). 23 Share-based payments (a) Performance rights The performance rights plan was established by the Board of Directors to provide long-term incentives to the Group’s Senior Executives based on total shareholder returns (TSR). Under the Plan, eligible participants may be granted performance rights on terms and conditions determined by the Board from time to time. Outstanding performance rights were granted during the course of FY23, FY24, FY25 and FY26, with vesting conditions for these grants relating to TSR exceeding the ASX 100 Accumulation Index over the measurement period. Vesting of the FY23 four-year rights and FY24 three-year rights will be tested on or around the day following the release of the annual results for the year ended 30 June 2026. The FY24, FY25 and FY26 rights include tranches which vest after the third and fourth years, and will be tested on or around the day following the release of each of the annual results for 2027, 2028, 2029 and 2030 respectively. Performance rights are granted by the Company for nil consideration. The Board has discretion to determine if the value will be provided in shares, cash or a combination of shares and cash. Rights granted under the plan carry no dividend or voting rights. The fair value of the FY26 performance rights at the date of valuation was determined using a Monte Carlo simulation model that takes into account the exercise price, the term of the rights, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the term of the rights and the correlations and volatilities of peers in the ASX 100 Accumulation Index. The model inputs for performance rights granted during the year ended 30 June 2026 included: a) grant date: 24 February 2026 b) expiry date: 24 February 2034 c) share price at grant date: $13.28 d) expected price volatility of the company’s shares: 30% e) expected dividend yield: 0%, and Financial Report | NEXTDC FY26 Annual Report 133 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 134 23 Share-based payments (continued) (a) Performance rights (continued) f) risk-free interest rate: 4.21% (three-year rights) and 4.26% (four-year rights) The expected price volatility is based on the historic share price volatility of NEXTDC Limited. 30 June 2026 30 June 2026 30 June 2025 30 June 2025 Number of Rights Average Fair Value Number of Rights Average Fair Value Opening balance 1,384,020 $5.64 1,491,074 $5.69 Granted during the year 374,537 $6.15 289,676 $5.88 Vested during the year (395,111) $5.02 (259,146) $6.09 Forfeited during the year (119,818) $5.49 (137,584) $5.88 Closing balance 1,243,628 $5.37 1,384,020 $5.64 (b) Restricted rights The restricted rights plan was established by the Board of Directors to provide long term incentives to promote the retention of the Group's Senior Executives. The restricted rights are subject to the Senior Executive remaining employed by the Company, underpinned by a positive absolute TSR condition and behavioural assessment. Vesting of the restricted rights issued in FY26 will occur in equal tranches over three, four and five years, and will be tested on or around the day following the release of each of the annual results for 2028, 2029 and 2030 respectively. Restricted rights are granted by the Company for nil consideration. The Board has discretion to determine if the value will be provided in shares, cash or a combination of shares and cash. Rights granted under the plan carry no dividend or voting rights. The fair value of the FY26 restricted rights at the date of valuation was determined using a Monte Carlo simulation model that takes into account the exercise price, the term of the rights, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, and the risk-free interest rate for the term of the rights. The model inputs for restricted rights granted during the year ended 30 June 2026 included: a) grant date: 24 February 2026 b) expiry date: 24 February 2034 c) share price at grant date: $13.28 d) expected price volatility of the company’s shares: 30% e) expected dividend yield: 0%, and f) risk-free interest rate: 4.21% (three-year rights), 4.26% (four-year rights), and 4.30% (five-year rights) The expected price volatility is based on the historic share price volatility of NEXTDC Limited. 30 June 2026 30 June 2026 30 June 2025 30 June 2025 Number of Rights Average Fair Value Number of Rights Average Fair Value Opening balance 539,387 $9.76 281,771 $9.99 Granted during the year 337,279 $8.72 261,771 $9.52 Vested during the year – – – – Forfeited during the year (1,154) $9.77 (4,155) $9.77 Closing balance 875,512 $8.72 539,387 $9.76 Financial Report | NEXTDC FY26 Annual Report 134 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 135 23 Share-based payments (continued) (a) Performance rights (continued) f) risk-free interest rate: 4.21% (three-year rights) and 4.26% (four-year rights) The expected price volatility is based on the historic share price volatility of NEXTDC Limited. 30 June 2026 30 June 2026 30 June 2025 30 June 2025 Number of Rights Average Fair Value Number of Rights Average Fair Value Opening balance 1,384,020 $5.64 1,491,074 $5.69 Granted during the year 374,537 $6.15 289,676 $5.88 Vested during the year (395,111) $5.02 (259,146) $6.09 Forfeited during the year (119,818) $5.49 (137,584) $5.88 Closing balance 1,243,628 $5.37 1,384,020 $5.64 (b) Restricted rights The restricted rights plan was established by the Board of Directors to provide long term incentives to promote the retention of the Group's Senior Executives. The restricted rights are subject to the Senior Executive remaining employed by the Company, underpinned by a positive absolute TSR condition and behavioural assessment. Vesting of the restricted rights issued in FY26 will occur in equal tranches over three, four and five years, and will be tested on or around the day following the release of each of the annual results for 2028, 2029 and 2030 respectively. Restricted rights are granted by the Company for nil consideration. The Board has discretion to determine if the value will be provided in shares, cash or a combination of shares and cash. Rights granted under the plan carry no dividend or voting rights. The fair value of the FY26 restricted rights at the date of valuation was determined using a Monte Carlo simulation model that takes into account the exercise price, the term of the rights, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, and the risk-free interest rate for the term of the rights. The model inputs for restricted rights granted during the year ended 30 June 2026 included: a) grant date: 24 February 2026 b) expiry date: 24 February 2034 c) share price at grant date: $13.28 d) expected price volatility of the company’s shares: 30% e) expected dividend yield: 0%, and f) risk-free interest rate: 4.21% (three-year rights), 4.26% (four-year rights), and 4.30% (five-year rights) The expected price volatility is based on the historic share price volatility of NEXTDC Limited. 30 June 2026 30 June 2026 30 June 2025 30 June 2025 Number of Rights Average Fair Value Number of Rights Average Fair Value Opening balance 539,387 $9.76 281,771 $9.99 Granted during the year 337,279 $8.72 261,771 $9.52 Vested during the year – – – – Forfeited during the year (1,154) $9.77 (4,155) $9.77 Closing balance 875,512 $8.72 539,387 $9.76 Financial Report | NEXTDC FY26 Annual Report 134 Notes to the Consolidated Financial Report 30 June 2026 (continued) 23 Share-based payments (continued) (c) Deferred shares - executives short-term incentive scheme Under the Group’s short-term incentive (STI) scheme for FY25, executives received 50% of the annual STI achieved in cash, with 50% deferred for 12 months. Executives were able to elect whether the deferred component would be delivered in cash or equity. The FY25 tranche of deferred rights were granted in September 2025 and will vest on or around September 2026, being 12 months after the date on which they were granted. They automatically convert into one ordinary share each on vesting at an exercise price of nil. The executives do not receive any dividends and are not entitled to vote in relation to the deferred shares during the vesting period. If an executive ceases to be employed by the Group within this period, they will have 6 months from cessation of employment or the vesting date (whichever is later) to exercise the deferred share right. Any rights not exercised within this period will automatically lapse. The number of rights to be granted was determined based on the currency value of the achieved STI divided by the volume weighted-average price at which the Company’s shares were traded on the Australian Securities Exchange over the 10 days following the release of the Group's FY25 results, being $16.59. 2026 2025 Number of rights to deferred shares granted 72,201 39,379 (d) GIP rights The GIP rights plan was established by the Board of Directors as a one-off grant to create a reward structure to incentivise management towards delivery of growth outperformance and sustainable shareholder value creation. The GIP rights are subject to the achievement of absolute total shareholder return hurdles, as well as meeting the continued service conditions and passing the behavioural assessment. Vesting of the GIP rights issued in FY25 will occur after approximately five years, and will be tested on or around the day following the release of the 31 December 2029 results in February 2030. GIP rights are granted by the Company for nil consideration. The Board has discretion to determine if the value will be provided in shares, cash or a combination of shares and cash. Rights granted under the plan carry no dividend or voting rights. The fair value of the FY25 GIP rights at the date of valuation was determined using a Monte Carlo simulation model that takes into account the exercise price, the term of the rights, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, and the risk-free interest rate for the term of the rights. The model inputs for GIP rights granted during the year ended 30 June 2026 included: a) grant date: 3 March 2026 b) expiry date: 3 March 2034 c) share price at grant date: $13.50 d) expected price volatility of the company’s shares: 30% e) expected dividend yield: 0%, and f) risk-free interest rate: 4.37% The expected price volatility is based on the historic share price volatility of NEXTDC Limited. Financial Report | NEXTDC FY26 Annual Report 135 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 136 23 Share-based payments (continued) (d) GIP rights (continued) 30 June 2026 30 June 2026 30 June 2025 30 June 2025 Number of Rights Average fair value Number of Rights Average fair value Opening balance 10,595,906 $2.55 — — Granted during the year 232,556 $4.10 10,595,906 $2.55 Vested during the year – – — — Forfeited during the year (130,813) – — — Closing balance 10,697,649 $2.59 10,595,906 $2.55 (e) Expenses arising from share-based payment transactions 30 June 2026 30 June 2025 $'000 $'000 Rights on issue 11,126 5,374 Shares issued under employee share scheme 386 318 Total expenses arising from share-based payment transactions 11,512 5,692 Financial Report | NEXTDC FY26 Annual Report 136 Notes to the Consolidated Financial Report 30 June 2026 (continued) Other 24 Income tax (a) Income tax expense 30 June 2026 30 June 2025 $'000 $'000 Deferred income tax (Increase)/decrease in deferred tax assets less deferred tax credited to equity (64,453) 5,214 Increase/(decrease) in deferred tax liabilities less deferred tax credited to equity 76,064 (3,340) Derecognition/(recognition) of temporary differences previously recognised/ derecognised (65,175) — Sub-total (53,564) 1,874 Income tax (benefit)/expense is attributable to: (Loss)/profit from continuing operations (53,564) 1,874 (53,564) 1,874 (b) Numerical reconciliation of income tax expense to prima facie tax payable 30 June 2026 30 June 2025 $'000 $'000 Profit/(loss) from continuing operations before income tax expense 28,499 (58,669) Tax at the Australian tax rate of 30% 8,550 (17,601) Tax effect amount which are not deductible (taxable) in calculating taxable income: Share based payments 937 (6,142) Prior period adjustments (329) (112) Derecognition of temporary differences on current year tax losses 4,777 6,468 Current year capital loss not recognised — 8,243 (Re-recognition)/derecognition of temporary differences (21,989) 10,660 Permanent differences (excluding prior period adjustments and share based payments) (2,430) 358 Previously unrecognised tax losses now recognised (38,163) — Effect of foreign exchange translation differences 54 — Effect of different tax rates of subsidiaries operating in other jurisdictions 52 — Previously unrecognised capital losses now recognised (5,023) — Income tax (benefit)/expense (53,564) 1,874 (c) Amounts recognised directly in equity 30 June 2026 30 June 2025 $'000 $'000 Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss or other comprehensive income but directly debited or credited to equity: Deferred tax (credited)/debited directly to equity 136,703 (1,874) Financial Report | NEXTDC FY26 Annual Report 137 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 137 Other 24 Income tax (a) Income tax expense 30 June 2026 30 June 2025 $'000 $'000 Deferred income tax (Increase)/decrease in deferred tax assets less deferred tax credited to equity (64,453) 5,214 Increase/(decrease) in deferred tax liabilities less deferred tax credited to equity 76,064 (3,340) Derecognition/(recognition) of temporary differences previously recognised/ derecognised (65,175) — Sub-total (53,564) 1,874 Income tax (benefit)/expense is attributable to: (Loss)/profit from continuing operations (53,564) 1,874 (53,564) 1,874 (b) Numerical reconciliation of income tax expense to prima facie tax payable 30 June 2026 30 June 2025 $'000 $'000 Profit/(loss) from continuing operations before income tax expense 28,499 (58,669) Tax at the Australian tax rate of 30% 8,550 (17,601) Tax effect amount which are not deductible (taxable) in calculating taxable income: Share based payments 937 (6,142) Prior period adjustments (329) (112) Derecognition of temporary differences on current year tax losses 4,777 6,468 Current year capital loss not recognised — 8,243 (Re-recognition)/derecognition of temporary differences (21,989) 10,660 Permanent differences (excluding prior period adjustments and share based payments) (2,430) 358 Previously unrecognised tax losses now recognised (38,163) — Effect of foreign exchange translation differences 54 — Effect of different tax rates of subsidiaries operating in other jurisdictions 52 — Previously unrecognised capital losses now recognised (5,023) — Income tax (benefit)/expense (53,564) 1,874 (c) Amounts recognised directly in equity 30 June 2026 30 June 2025 $'000 $'000 Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss or other comprehensive income but directly debited or credited to equity: Deferred tax (credited)/debited directly to equity 136,703 (1,874) Financial Report | NEXTDC FY26 Annual Report 137 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 138 24 Income tax (continued) (d) Tax losses 30 June 2026 30 June 2025 $'000 $'000 Unused tax losses for which no deferred tax asset has been recognised 14,678 127,212 Potential tax benefit @ corporate tax rate 3,523 38,164 Income tax The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in Australia. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the Group has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. Financial Report | NEXTDC FY26 Annual Report 138 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 139 24 Income tax (continued) (d) Tax losses 30 June 2026 30 June 2025 $'000 $'000 Unused tax losses for which no deferred tax asset has been recognised 14,678 127,212 Potential tax benefit @ corporate tax rate 3,523 38,164 Income tax The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in Australia. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the Group has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. Financial Report | NEXTDC FY26 Annual Report 138 Notes to the Consolidated Financial Report 30 June 2026 (continued) 25 Deferred tax (a) Deferred tax assets 30 June 2026 30 June 2025 $'000 $'000 The balance comprises temporary differences attributable to: Tax losses 91,733 38,164 Black-hole expenditure deductible in future years 10,794 1,341 Property, plant and equipment 4,279 3,728 Lease liabilities 25,478 23,524 Employee benefits 6,162 4,978 Loss allowances 629 253 Expenses deductible in future years 1,520 3,800 Revenue received in advance 55,183 26,854 R&D offsets 2,046 2,046 Capital losses 8,580 8,243 Derivatives 2,684 — Total deferred tax assets 209,088 112,931 Set-off deferred tax liabilities pursuant to set-off provisions (Note 25(b)) (202,009) (44,199) Deferred tax assets not recognised (7,079) (68,732) Net deferred tax assets – – Deferred tax assets may be a combination of unused tax losses, offsets and timing differences based on management’s foreseeable forecasts, to the extent that it is probable that taxable profit will be available against which the losses, offsets and timing differences can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies. (b) Deferred tax liabilities 30 June 2026 30 June 2025 $'000 $'000 The balance comprises of temporary differences attributed to: Lease assets 29,638 26,482 Property, plant and equipment 60,426 17,466 Derivative - FV (Equity) 7,449 251 Accrued income 332 — Investment property (Equity) 148,671 — Investment property (P&L) 38,632 — Total deferred tax liabilities 285,148 44,199 Set-off deferred tax liabilities pursuant to set-off provisions (Note 25(a)) (202,009) (44,199) Net deferred tax liabilities 83,139 – Financial Report | NEXTDC FY26 Annual Report 139 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 140 26 Cash flow information (a) Reconciliation of profit after income tax to net cash inflow from operating activities 30 June 2026 30 June 2025 $'000 $'000 Profit/(loss) for the year after income tax 82,063 (60,543) Depreciation and amortisation 262,506 208,407 Non-cash finance costs (87,812) 8,471 Non-cash employee benefits expense share-based payments 11,178 6,092 Unrealised gain 55 906 Income tax (benefit)/expense (53,564) 1,874 Impairment of investment in associate — 3,237 Share of loss on investment in associate — 1,813 Fair value adjustment to investment properties (128,774) — Effect of changes on exchange rate 241 (48) CHANGE IN OPERATING ASSETS AND LIABILITIES (Increase)/Decrease in trade and other receivables (82,997) 6,724 (Increase) in prepayments and other current assets (11,313) (2,372) (Increase)/Decrease in interest receivable (3,655) 4,370 Decrease in cash used in bank guarantee — 9,781 (Increase)/Decrease in other assets 171 (596) (Increase) in GST (33,747) (189) (Increase) in customer incentives (10,810) (11,466) Increase in trade and other payables 14,867 1,281 Increase in operating liabilities 25,843 11,637 Increase in employee entitlements 4,319 4,318 Increase interest payable 14,462 383 Increase in revenue in advance 66,904 28,557 Increase in deferred lease income 29,950 — Net cash inflow from operating activities 99,887 222,637 (b) Net debt reconciliation 30 June 2026 30 June 2025 Net debt $'000 $'000 Cash and cash equivalents 875,978 243,688 Borrowings - repayable within one year (8,007) (7,396) Borrowings - repayable after one year (3,334,712) (1,210,236) Net debt (2,466,741) (973,944) Cash and liquid investments 875,978 243,688 Gross debt - fixed interest rates (1,042,058) (90,067) Gross Debt - variable interest rates (2,300,661) (1,127,565) Net debt (2,466,741) (973,944) Financial Report | NEXTDC FY26 Annual Report 140 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 1 41 26 Cash flow information (a) Reconciliation of profit after income tax to net cash inflow from operating activities 30 June 2026 30 June 2025 $'000 $'000 Profit/(loss) for the year after income tax 82,063 (60,543) Depreciation and amortisation 262,506 208,407 Non-cash finance costs (87,812) 8,471 Non-cash employee benefits expense share-based payments 11,178 6,092 Unrealised gain 55 906 Income tax (benefit)/expense (53,564) 1,874 Impairment of investment in associate — 3,237 Share of loss on investment in associate — 1,813 Fair value adjustment to investment properties (128,774) — Effect of changes on exchange rate 241 (48) CHANGE IN OPERATING ASSETS AND LIABILITIES (Increase)/Decrease in trade and other receivables (82,997) 6,724 (Increase) in prepayments and other current assets (11,313) (2,372) (Increase)/Decrease in interest receivable (3,655) 4,370 Decrease in cash used in bank guarantee — 9,781 (Increase)/Decrease in other assets 171 (596) (Increase) in GST (33,747) (189) (Increase) in customer incentives (10,810) (11,466) Increase in trade and other payables 14,867 1,281 Increase in operating liabilities 25,843 11,637 Increase in employee entitlements 4,319 4,318 Increase interest payable 14,462 383 Increase in revenue in advance 66,904 28,557 Increase in deferred lease income 29,950 — Net cash inflow from operating activities 99,887 222,637 (b) Net debt reconciliation 30 June 2026 30 June 2025 Net debt $'000 $'000 Cash and cash equivalents 875,978 243,688 Borrowings - repayable within one year (8,007) (7,396) Borrowings - repayable after one year (3,334,712) (1,210,236) Net debt (2,466,741) (973,944) Cash and liquid investments 875,978 243,688 Gross debt - fixed interest rates (1,042,058) (90,067) Gross Debt - variable interest rates (2,300,661) (1,127,565) Net debt (2,466,741) (973,944) Financial Report | NEXTDC FY26 Annual Report 140 Notes to the Consolidated Financial Report 30 June 2026 (continued) 26 Cash flow information (continued) (b) Net debt reconciliation (continued) Other assets Liabilities from financing activities Cash Leases due within 1 year Leases due after 1 year Borrowings due within 1 year Borrowings due after 1 year Total $'000 $'000 $'000 $'000 $'000 $'000 Net debt as at 1 July 2024 1,236,192 (7,056) (72,673) 2,242 (1,364,623) (205,918) Financing cash flows (992,504) – – – 252,000 (740,504) Other non-cash movements – (645) 1,736 (1,936) (26,677) (27,522) Net debt as at 30 June 2025 243,688 (7,701) (70,937) 306 (1,139,300) (973,944) Financing cash flows 632,290 – – – (2,202,000) (1,569,710) Other non-cash movements – (306) (3,132) (306) 80,657 76,913 Net debt as at 30 June 2026 875,978 (8,007) (74,069) — (3,260,643) (2,466,741) 27 Remuneration of auditors During the year the following fees were paid or payable for services provided by PricewaterhouseCoopers Australia as the auditor of the parent entity, NEXTDC Limited, by PricewaterhouseCoopers related network firms and by non- related audit firms: (a) PwC Australia 30 June 2026 30 June 2025 $ $ Audit and other assurance services Audit and review of financial statements 1,177,000 855,478 Other statutory assurance services 153,000 59,160 Total remuneration for audit and other assurance services 1,330,000 914,638 Other services Transaction and advisory services 352,063 100,000 Total services provided by PwC Australia 1,682,063 1,014,638 (b) Network firms of PwC Australia Audit and other assurance services Audit and review of financial statements 64,213 52,475 Other assurance services 3,504 3,631 Total remuneration of network firms of PwC Australia 67,717 56,106 (c) Non-PwC audit firms NEXTDC Limited did not engage with any non-PwC audit firms. Total services provided by PwC 1,749,780 1,070,744 Financial Report | NEXTDC FY26 Annual Report 141 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 142 28 Interest in other entities (a) Material subsidiaries The Group’s principal subsidiaries at 30 June 2026 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. Name of entity Place of business/country of incorporation Ownership interest held by the Group Principal activities 2026 2025 % % NEXTDC Holdings Trust No. 1 Australia 100% 100% Property Holding company NEXTDC Holdings No. 1 Pty Ltd Australia 100% 100% Holding Company NEXTDC Holdings Trust No. 3 Australia 100% 100% Property Holding Company NEXTDC Holdings No. 3 Pty Ltd Australia 100% 100% Holding Company NEXTDC New Zealand Limited New Zealand 100% 100% Property Holding Company NEXTDC New Zealand Holdings Limited New Zealand 100% 100% Holding Company NEXTDC Holdings Trust No. 4 Australia 100% 100% Holding Company NSC Sub Trust Australia 100% 100% Property Holding Company NEXTDC SDN. BHD. Malaysia 100% 100% Property Holding Company Horsley Park Property Pty Ltd Australia 100% 100% Property Holding Company NEXTDC PTE LTD Singapore 100% 100% Holding Company NEXTDC M5 Mid Trust Australia 100% – Property Holding company NEXTDC 株式会社 Japan 100% 100% Property Holding company Financial Report | NEXTDC FY26 Annual Report 142 Notes to the Consolidated Financial Report 30 June 2026 (continued) 29 Parent entity financial information The individual consolidated financial statements for the parent entity, NEXTDC Limited, show the following aggregate amounts: 30 June 2026 30 June 2025 $'000 $'000 Current assets 940,716 200,707 Non-current assets 8,911,300 5,299,608 TOTAL ASSETS 9,852,016 5,500,315 Current liabilities 458,790 239,625 Non-current liabilities 3,506,969 1,279,015 TOTAL LIABILITIES 3,965,759 1,518,640 NET ASSETS 5,886,257 3,981,675 — Shareholders' equity Contributed equity 5,835,268 4,336,990 Reserves 307,947 2,159 Retained earnings (256,958) (357,474) TOTAL EQUITY 5,886,257 3,981,675 Profit/(loss) for the year after tax 100,516 (40,950) Total comprehensive income/(loss) for the year 100,516 (40,950) (a) Reserves Due to the requirements of accounting standards, the loan provided by NEXTDC Limited (parent entity) to NEXTDC Share Plan Pty Ltd requires the loan in respect of the loan funded share plan to be recorded as an issue of treasury shares and a corresponding debit to equity (treasury share reserve). (b) Guarantees entered into by the parent entity in relation to the debts of its subsidiaries As at 30 June 2026, NEXTDC Limited did not have any guarantees in relation to the debts of subsidiaries. (c) Contingent liabilities of NEXTDC Limited (parent entity) The parent entity did not have any contingent liabilities as at 30 June 2026 or 30 June 2025. (d) Contractual commitments by NEXTDC for the acquisition of property, plant and equipment As at 30 June 2026, of the contractual commitments detailed in Note 19, $1,397.2 million (2025: $745.4 million) relate to NEXTDC Limited as parent entity. (e) Determining the parent entity financial information The financial information for the parent entity has been prepared on the same basis as the consolidated financial statements, except as set out below. (i) Tax consolidation legislation NEXTDC Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. The head entity, NEXTDC Limited, and the controlled entities in the tax consolidated Group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated Group continues to be a stand-alone taxpayer in its own right. Financial Report | NEXTDC FY26 Annual Report 143 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 143 28 Interest in other entities (a) Material subsidiaries The Group’s principal subsidiaries at 30 June 2026 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. Name of entity Place of business/country of incorporation Ownership interest held by the Group Principal activities 2026 2025 % % NEXTDC Holdings Trust No. 1 Australia 100% 100% Property Holding company NEXTDC Holdings No. 1 Pty Ltd Australia 100% 100% Holding Company NEXTDC Holdings Trust No. 3 Australia 100% 100% Property Holding Company NEXTDC Holdings No. 3 Pty Ltd Australia 100% 100% Holding Company NEXTDC New Zealand Limited New Zealand 100% 100% Property Holding Company NEXTDC New Zealand Holdings Limited New Zealand 100% 100% Holding Company NEXTDC Holdings Trust No. 4 Australia 100% 100% Holding Company NSC Sub Trust Australia 100% 100% Property Holding Company NEXTDC SDN. BHD. Malaysia 100% 100% Property Holding Company Horsley Park Property Pty Ltd Australia 100% 100% Property Holding Company NEXTDC PTE LTD Singapore 100% 100% Holding Company NEXTDC M5 Mid Trust Australia 100% – Property Holding company NEXTDC 株式会社 Japan 100% 100% Property Holding company Financial Report | NEXTDC FY26 Annual Report 142 Notes to the Consolidated Financial Report 30 June 2026 (continued) 29 Parent entity financial information The individual consolidated financial statements for the parent entity, NEXTDC Limited, show the following aggregate amounts: 30 June 2026 30 June 2025 $'000 $'000 Current assets 940,716 200,707 Non-current assets 8,911,300 5,299,608 TOTAL ASSETS 9,852,016 5,500,315 Current liabilities 458,790 239,625 Non-current liabilities 3,506,969 1,279,015 TOTAL LIABILITIES 3,965,759 1,518,640 NET ASSETS 5,886,257 3,981,675 — Shareholders' equity Contributed equity 5,835,268 4,336,990 Reserves 307,947 2,159 Retained earnings (256,958) (357,474) TOTAL EQUITY 5,886,257 3,981,675 Profit/(loss) for the year after tax 100,516 (40,950) Total comprehensive income/(loss) for the year 100,516 (40,950) (a) Reserves Due to the requirements of accounting standards, the loan provided by NEXTDC Limited (parent entity) to NEXTDC Share Plan Pty Ltd requires the loan in respect of the loan funded share plan to be recorded as an issue of treasury shares and a corresponding debit to equity (treasury share reserve). (b) Guarantees entered into by the parent entity in relation to the debts of its subsidiaries As at 30 June 2026, NEXTDC Limited did not have any guarantees in relation to the debts of subsidiaries. (c) Contingent liabilities of NEXTDC Limited (parent entity) The parent entity did not have any contingent liabilities as at 30 June 2026 or 30 June 2025. (d) Contractual commitments by NEXTDC for the acquisition of property, plant and equipment As at 30 June 2026, of the contractual commitments detailed in Note 19, $1,397.2 million (2025: $745.4 million) relate to NEXTDC Limited as parent entity. (e) Determining the parent entity financial information The financial information for the parent entity has been prepared on the same basis as the consolidated financial statements, except as set out below. (i) Tax consolidation legislation NEXTDC Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. The head entity, NEXTDC Limited, and the controlled entities in the tax consolidated Group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated Group continues to be a stand-alone taxpayer in its own right. Financial Report | NEXTDC FY26 Annual Report 143 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 144 29 Parent entity financial information (continued) (e) Determining the parent entity financial information (continued) (i) Tax consolidation legislation (continued) In addition to its own current and deferred tax amounts, NEXTDC Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated Group. The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate NEXTDC Limited for any current tax payable assumed and are compensated by NEXTDC Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to NEXTDC Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities’ consolidated financial statements. The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as current amounts receivable from or payable to other entities in the Group. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities. (ii) Investments in subsidiaries, associates and joint venture entities Investments in subsidiaries are accounted for at cost in the consolidated financial statements of NEXTDC Limited. Financial Report | NEXTDC FY26 Annual Report 144 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 145 29 Parent entity financial information (continued) (e) Determining the parent entity financial information (continued) (i) Tax consolidation legislation (continued) In addition to its own current and deferred tax amounts, NEXTDC Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated Group. The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate NEXTDC Limited for any current tax payable assumed and are compensated by NEXTDC Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to NEXTDC Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities’ consolidated financial statements. The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as current amounts receivable from or payable to other entities in the Group. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities. (ii) Investments in subsidiaries, associates and joint venture entities Investments in subsidiaries are accounted for at cost in the consolidated financial statements of NEXTDC Limited. Financial Report | NEXTDC FY26 Annual Report 144 Notes to the Consolidated Financial Report 30 June 2026 (continued) 30 Summary of material accounting policies The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The consolidated financial statements are for the consolidated entity consisting of NEXTDC Limited and its subsidiaries. NEXTDC is a public company limited by shares, incorporated and domiciled in Australia. (a) Reporting period and comparative information These consolidated financial statements cover the period 1 July 2025 to 30 June 2026. The comparative reporting period is 1 July 2024 to 30 June 2025. (b) Basis of preparation This general purpose financial report has been prepared in accordance with Australian Accounting Standards and interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. NEXTDC Limited is a for-profit entity for the purpose of preparing the consolidated financial statements. (i) Compliance with IFRS The consolidated financial statements of the NEXTDC Group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The consolidated financial statements were authorised for issue by the Board of Directors on the date the Directors' Report is signed. The Directors have the power to amend and reissue the consolidated financial statements. (ii) New and amended standards adopted by the Group None of the new standards and amendments to standards that are mandatory for the first time for the financial year beginning 1 July 2025 affected any of the amounts recognised in the current period or any prior period and are not likely to affect future periods. (iii) Historical cost convention These consolidated financial statements have been prepared under the historical cost convention, except for investment properties and derivatives measured at fair value. (iv) New standards and interpretations not yet adopted There are no standards that are not yet effective that would be expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions. (v) Interim financial report – reclassification adjustment The Group did not classify one of its operating data centres under construction as investment property in the interim financial report for the six months ended 31 December 2025, and therefore, the property, plant and equipment balance of $6,466.6 million and investment property of $nil were incorrectly presented within non-current assets in the Consolidated Balance Sheet. As a result of the reclassification from property, plant and equipment to investment property, the balances should have been $5,255.8 million and $1,210.8 million respectively. The reclassification has no impact on the Consolidated Statement of Comprehensive Income, or net assets of the Company as previously reported nor the Consolidated Statement of Cash Flow. (vi) Interim financial report - change in accounting policy In the second half of FY26, the Group has changed its accounting policy for the measurement of investment property held at cost to investment property held at fair value in accordance with AASB 140 Investment Property. The Group considers that the fair value model provides more relevant and reliable information regarding the financial performance and position of the Group, because it reflects the current market value of the properties held for rental income and capital appreciation, and better aligns the Group's financial statements with those of comparable entities in the data centre sector. This will be applied retrospectively in accordance with AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors and the interim financial report for the half-year ended 31 December 2025 will be restated in the 31 December 2026 interim financial report in respect of the Consolidated Statement of Comprehensive Income with the recognition of a revaluation surplus of $272.4 million net of tax. Financial Report | NEXTDC FY26 Annual Report 145 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 146 30 Summary of material accounting policies (continued) (c) Critical accounting estimates Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong (i) Deferred taxation Deferred tax assets may be a combination of unused tax losses, offsets and timing differences based on management’s foreseeable forecasts, to the extent that it is probable that taxable profit will be available against which the losses, offsets and timing differences can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies. (ii) Income taxes The Group is subject to income taxes in the jurisdictions in which it operates. Judgement is required in determining the provision for income taxes. There are certain transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group estimates its tax liabilities based on the Group’s understanding of the tax law. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made. (iii) Leases The Group assesses whether a contract is or contains a lease at the inception of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. As lessee When a contract is identified as a lease, the lessee is required to determine the measurement of lease liabilities based on the present value of remaining lease payments, discounted using the Group’s incremental borrowing rate at commencement date. Judgement is required in determining an appropriate incremental borrowing rate, and the Group has determined the rate based on the effective interest rate of its most recent borrowings, adjusted to the specific term of each lease. In determining the lease term, management considered all relevant facts and circumstances that create an economic incentive to either exercise an extension option, or not exercise a termination option. Extension options are only included in the lease term if it is reasonably certain to be extended. The assessment is reviewed if a significant event or significant change in circumstances occurs which affects this assessment, and that is within the control of the lessee. As lessor When a contract is identified as a lease, the lessor is required to determine at inception whether the lease represents a finance lease or operating lease under AASB 16 Leases. To undertake this assessment, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. Where substantially all of the risks and rewards are transferred, it is assessed as a finance lease, otherwise it is classified as an operating lease. As part of this assessment, the Group considers indicators such as whether the present value of future lease payments represents substantially all of the fair value of the property, and whether the lease is for the major part of the economic life of the asset. If an arrangement contains lease and non-lease components, then the Group applies AASB 15 Revenue from contracts with customers to allocate the consideration to the contract for non-lease components. Financial Report | NEXTDC FY26 Annual Report 146 Notes to the Consolidated Financial Report 30 June 2026 (continued) 30 Summary of material accounting policies (continued) (c) Critical accounting estimates (continued) (iv) Revenue from contracts with customers Key judgements in the recognition of revenue from contracts with customers include the identification of performance obligations within the contracts, allocation of the transaction price within the contract to the identified performance obligations, treatment of the upfront project fees and treatment of any variable consideration subsequent to initial commencement. Refer to Note 4 for further details. (v) Impairment Assessment of indicators of impairment and the determination of CGUs for impairment purposes require significant management judgment. Indicators of impairment may include changes in the Group's operating and economic assumptions or possible impacts from emerging risks such as climate change and the transition to a low carbon economy. Considering the location and nature of the Group's assets as well as the continued focus on operational resilience and business continuity programs, at this stage, NEXTDC does not consider the potential impacts of climate change and the transition to a low carbon economy to be an impairment indicator (vi) Capitalised borrowing costs The Group is required to capitalise borrowing costs on qualifying assets that take a substantial period of time to complete. Key judgements in this process include determining what constitutes a qualifying asset and the timing of commencement and cessation of capitalisation. The Group defines a substantial period of time as greater than 12 months. The capitalisation of borrowing costs commences when expenditures for the asset are being incurred, borrowing costs are being incurred, and activities necessary to prepare the asset for its intended use or sale are in progress. Capitalisation ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete. (d) Employee share trust The Group has formed two entities to administer the Group's employee share schemes. The trusts are consolidated, as the substance of the relationships are that the trusts are controlled by the Group. Shares held by NEXTDC Share Plan Pty Ltd and NEXTDC Employee Share Plan Trust are disclosed as treasury shares and deducted from contributed equity. (e) Share-based payments reserve The share-based payments reserve is used to recognise: ▪ the grant date fair value of long-term incentives issued to participants ▪ the grant date fair value of shares issued to participants ▪ the issue of shares held by NEXTDC Share Plan Pty Ltd and NEXTDC Employee Share Plan Trust (f) Functional and presentation currency These consolidated financial statements are presented in Australian dollars, which is the Group’s functional currency. Financial Report | NEXTDC FY26 Annual Report 147 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 147 30 Summary of material accounting policies (continued) (c) Critical accounting estimates Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong (i) Deferred taxation Deferred tax assets may be a combination of unused tax losses, offsets and timing differences based on management’s foreseeable forecasts, to the extent that it is probable that taxable profit will be available against which the losses, offsets and timing differences can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies. (ii) Income taxes The Group is subject to income taxes in the jurisdictions in which it operates. Judgement is required in determining the provision for income taxes. There are certain transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group estimates its tax liabilities based on the Group’s understanding of the tax law. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made. (iii) Leases The Group assesses whether a contract is or contains a lease at the inception of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. As lessee When a contract is identified as a lease, the lessee is required to determine the measurement of lease liabilities based on the present value of remaining lease payments, discounted using the Group’s incremental borrowing rate at commencement date. Judgement is required in determining an appropriate incremental borrowing rate, and the Group has determined the rate based on the effective interest rate of its most recent borrowings, adjusted to the specific term of each lease. In determining the lease term, management considered all relevant facts and circumstances that create an economic incentive to either exercise an extension option, or not exercise a termination option. Extension options are only included in the lease term if it is reasonably certain to be extended. The assessment is reviewed if a significant event or significant change in circumstances occurs which affects this assessment, and that is within the control of the lessee. As lessor When a contract is identified as a lease, the lessor is required to determine at inception whether the lease represents a finance lease or operating lease under AASB 16 Leases. To undertake this assessment, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. Where substantially all of the risks and rewards are transferred, it is assessed as a finance lease, otherwise it is classified as an operating lease. As part of this assessment, the Group considers indicators such as whether the present value of future lease payments represents substantially all of the fair value of the property, and whether the lease is for the major part of the economic life of the asset. If an arrangement contains lease and non-lease components, then the Group applies AASB 15 Revenue from contracts with customers to allocate the consideration to the contract for non-lease components. Financial Report | NEXTDC FY26 Annual Report 146 Notes to the Consolidated Financial Report 30 June 2026 (continued) 30 Summary of material accounting policies (continued) (c) Critical accounting estimates (continued) (iv) Revenue from contracts with customers Key judgements in the recognition of revenue from contracts with customers include the identification of performance obligations within the contracts, allocation of the transaction price within the contract to the identified performance obligations, treatment of the upfront project fees and treatment of any variable consideration subsequent to initial commencement. Refer to Note 4 for further details. (v) Impairment Assessment of indicators of impairment and the determination of CGUs for impairment purposes require significant management judgment. Indicators of impairment may include changes in the Group's operating and economic assumptions or possible impacts from emerging risks such as climate change and the transition to a low carbon economy. Considering the location and nature of the Group's assets as well as the continued focus on operational resilience and business continuity programs, at this stage, NEXTDC does not consider the potential impacts of climate change and the transition to a low carbon economy to be an impairment indicator (vi) Capitalised borrowing costs The Group is required to capitalise borrowing costs on qualifying assets that take a substantial period of time to complete. Key judgements in this process include determining what constitutes a qualifying asset and the timing of commencement and cessation of capitalisation. The Group defines a substantial period of time as greater than 12 months. The capitalisation of borrowing costs commences when expenditures for the asset are being incurred, borrowing costs are being incurred, and activities necessary to prepare the asset for its intended use or sale are in progress. Capitalisation ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete. (d) Employee share trust The Group has formed two entities to administer the Group's employee share schemes. The trusts are consolidated, as the substance of the relationships are that the trusts are controlled by the Group. Shares held by NEXTDC Share Plan Pty Ltd and NEXTDC Employee Share Plan Trust are disclosed as treasury shares and deducted from contributed equity. (e) Share-based payments reserve The share-based payments reserve is used to recognise: ▪ the grant date fair value of long-term incentives issued to participants ▪ the grant date fair value of shares issued to participants ▪ the issue of shares held by NEXTDC Share Plan Pty Ltd and NEXTDC Employee Share Plan Trust (f) Functional and presentation currency These consolidated financial statements are presented in Australian dollars, which is the Group’s functional currency. Financial Report | NEXTDC FY26 Annual Report 147 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 148 30 Summary of material accounting policies (continued) (g) Impairment of assets Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period. Consideration has been given to the potential financial impacts of climate change related risks on the carrying value of the Group's assets through a qualitative review of the Group's climate change risks and mitigating actions. This review did not identify any material financial reporting impacts. (h) Cash and cash equivalents For the purpose of presentation in the Consolidated Statement of Cash Flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions and term deposits with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. (i) Investments and other financial assets (i) Classification The Group classifies its financial assets in the following measurement categories: ▪ those to be measured subsequently at fair value (either through OCI or through profit or loss), and ▪ those to be measured at amortised cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or in OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to present subsequent changes in fair value in other comprehensive income. The Group reclassifies debt instruments when and only when its business model for managing those assets changes. (ii) Measurement At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial Report | NEXTDC FY26 Annual Report 148 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 149 30 Summary of material accounting policies (continued) (g) Impairment of assets Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period. Consideration has been given to the potential financial impacts of climate change related risks on the carrying value of the Group's assets through a qualitative review of the Group's climate change risks and mitigating actions. This review did not identify any material financial reporting impacts. (h) Cash and cash equivalents For the purpose of presentation in the Consolidated Statement of Cash Flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions and term deposits with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. (i) Investments and other financial assets (i) Classification The Group classifies its financial assets in the following measurement categories: ▪ those to be measured subsequently at fair value (either through OCI or through profit or loss), and ▪ those to be measured at amortised cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or in OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to present subsequent changes in fair value in other comprehensive income. The Group reclassifies debt instruments when and only when its business model for managing those assets changes. (ii) Measurement At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial Report | NEXTDC FY26 Annual Report 148 Notes to the Consolidated Financial Report 30 June 2026 (continued) 30 Summary of material accounting policies (continued) (i) Investments and other financial assets (continued) (ii) Measurement (continued) Debt instruments Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments: ▪ Amortised cost: assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented a separate line item in the consolidated income statement. ▪ FVOCI: assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are presented a separate line item in the consolidated income statement. ▪ FVTPL: assets that do not meet the criteria for amortised cost or FVOCI are measured at FVTPL. A gain or loss on a debt instrument that is subsequently measured at FVTPL is recognised in profit or loss and presented net within other gains/(losses) in the year in which it arises. Equity instruments The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group’s right to receive payments is established. Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the consolidated income statement as applicable. (iii) Impairment The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by AASB 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables, see note 17 for further details. (j) Derivatives and hedging activities (i) Classification of derivatives Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedge accounting criteria, they are classified as ‘held for trading’ for accounting purposes and are accounted for at fair value through profit or loss. They are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period. The Group designates derivatives as hedges of a particular risk associated with the cash flows of recognised assets and liabilities and highly probably forecast transactions (cash flow hedge). At inception of the hedge relationship, the Financial Report | NEXTDC FY26 Annual Report 149 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 150 30 Summary of material accounting policies (continued) (j) Derivatives and hedging activities (continued) (i) Classification of derivatives (continued) Group documents the economic relationship between hedging instruments and hedged items including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of hedged items. The Group documents its risk management objective and strategy for undertaking its hedge transactions. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in the cash flow hedge reserve within equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss, within other gains/(losses). The Group designates interest rate swaps as cash flow hedges of highly probable forecast interest. The interest rate swaps have floor options embedded within; in this case the Group designates only the intrinsic value of the options as the hedging instrument. Gains or losses relating to the effective portion of the change in intrinsic value of the options are recognised in the cash flow hedge reserve within equity. The changes in the fair value of the aligned time value of the option are recognised in other comprehensive income and accumulated in the cost of hedging reserve. If the hedged item is transaction-related, the time value is reclassified to profit or loss when the hedged item affects profit or loss. If the hedged item is time period related, then the amount accumulated in the cost of hedging reserve is reclassified to profit or loss on a rational basis. Those reclassified amounts are recognised in profit or loss in the same line as the hedged item. If the hedged item is a non-financial item, then the amount accumulated in the cost of hedging reserve is removed directly from equity and included in the initial carrying amount of the recognised non-financial item. Furthermore, if the Group expects that some or all of the loss accumulated in cost of hedging reserve will not be recovered in the future, that amount is immediately reclassified to profit or loss (ii) Fair value measurement The fair value of the interest rate swaps which the Group has entered into are not traded in an active market (for example, over-the-counter derivatives), and are determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. Given all significant inputs required to fair value these interest rate swaps are observable, the instrument is classified as level 2. (k) Provisions Provisions for asset replacement and make good obligations are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations might be small. Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting year. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. (l) Employee benefits (i) Short-term obligations Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within12 months after the end of each reporting period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave is recognised in payables. Financial Report | NEXTDC FY26 Annual Report 150 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 151 30 Summary of material accounting policies (continued) (j) Derivatives and hedging activities (continued) (i) Classification of derivatives (continued) Group documents the economic relationship between hedging instruments and hedged items including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of hedged items. The Group documents its risk management objective and strategy for undertaking its hedge transactions. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in the cash flow hedge reserve within equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss, within other gains/(losses). The Group designates interest rate swaps as cash flow hedges of highly probable forecast interest. The interest rate swaps have floor options embedded within; in this case the Group designates only the intrinsic value of the options as the hedging instrument. Gains or losses relating to the effective portion of the change in intrinsic value of the options are recognised in the cash flow hedge reserve within equity. The changes in the fair value of the aligned time value of the option are recognised in other comprehensive income and accumulated in the cost of hedging reserve. If the hedged item is transaction-related, the time value is reclassified to profit or loss when the hedged item affects profit or loss. If the hedged item is time period related, then the amount accumulated in the cost of hedging reserve is reclassified to profit or loss on a rational basis. Those reclassified amounts are recognised in profit or loss in the same line as the hedged item. If the hedged item is a non-financial item, then the amount accumulated in the cost of hedging reserve is removed directly from equity and included in the initial carrying amount of the recognised non-financial item. Furthermore, if the Group expects that some or all of the loss accumulated in cost of hedging reserve will not be recovered in the future, that amount is immediately reclassified to profit or loss (ii) Fair value measurement The fair value of the interest rate swaps which the Group has entered into are not traded in an active market (for example, over-the-counter derivatives), and are determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. Given all significant inputs required to fair value these interest rate swaps are observable, the instrument is classified as level 2. (k) Provisions Provisions for asset replacement and make good obligations are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations might be small. Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting year. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. (l) Employee benefits (i) Short-term obligations Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within12 months after the end of each reporting period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave is recognised in payables. Financial Report | NEXTDC FY26 Annual Report 150 Notes to the Consolidated Financial Report 30 June 2026 (continued) 30 Summary of material accounting policies (continued) (l) Employee benefits (continued) (ii) Other long-term employee benefit obligations The liability for long service leave and annual leave which is not expected to be settled within 12 months after the end of the reporting period in which the employees render the related service is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. (iii) Share-based payments Share-based compensation benefits are provided to participants via the Long Term Incentive Plan. The fair value of performance rights is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value granted, which includes any market performance conditions and the impact of any non-vesting conditions but excludes the impact of any service and non-market performance vesting conditions. Non-market vesting conditions are included in the assumptions. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the Group revises its estimates of the number of rights that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the Consolidated Statement of Comprehensive Income, with a corresponding adjustment to equity. (m) Rounding of amounts The Company is of a kind referred to in ASIC Legislative Instrument 2026/183, relating to the ‘rounding off’ of amounts in the consolidated financial statements. Amounts in the consolidated financial statements have been rounded off in accordance with the instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. (n) Goods and Services tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the Consolidated Balance Sheet. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. (o) Parent entity financial information The financial information for the parent entity, NEXTDC Limited, disclosed in note 29 has been prepared on the same basis as the consolidated financial statements. (p) Assets in the course of construction Assets in the course of construction are shown at historical cost. Historical cost includes directly attributable expenditure, including deposits paid on long lead time items, and the capitalisation of interest costs, on data centre facilities which at reporting date, have not yet been finalised and/or ready for use. Assets in the course of construction are not depreciated. Assets in the course of construction are transferred to property, plant and equipment upon successful testing and commissioning. Financial Report | NEXTDC FY26 Annual Report 151 Notes to the Consolidated Financial Report 30 June 2026 (continued) For personal use only
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NEXTDC FY26 Annual Report 152 30 Summary of material accounting policies (continued) (q) Revenue received in advance Revenue received in advance primarily relates to the advance consideration received from customers in relation to project fees and service credits, for which revenue is recognised over time. Refer to Note 4(b) for details in relation to the revenue recognition policy for project fees and service credits. (r) Borrowing costs General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. Other borrowing costs are expensed in the period in which they are incurred. Financial Report | NEXTDC FY26 Annual Report 152 Notes to the Consolidated Financial Report 30 June 2026 (continued) Consolidated entity disclosure statement 30 June 2026 NEXTDC Limited Body corporate - 100 % Australia Yes n/a NEXTDC Holdings No. 1 Pty Limited Body corporate - 100 % Australia Yes n/a NEXTDC Holdings No. 2 Pty Limited Body corporate - 100 % Australia Yes n/a NEXTDC Holdings No. 3 Pty Limited Body corporate - 100 % Australia Yes n/a AXON Systems Pty Ltd Body corporate - 100 % Australia Yes n/a NEXTDC Share Plan Pty Ltd Body corporate - 100 % Australia Yes n/a ONEDC Software Pty Ltd Body corporate - 100 % Australia Yes n/a NEXTDC PTE. LTD Body corporate - 100 % Singapore No Singapore NEXTDC 株式会社 Body corporate - 100 % Japan No Japan NEXTDC Holdings Trust No. 1 Trust Trustee 100 % Australia Yes n/a NEXTDC Holdings Trust No. 2 Trust Trustee 100 % Australia Yes n/a NEXTDC Holdings Trust No. 3 Trust Trustee 100 % Australia Yes n/a NEXTDC Holdings Trust No. 4 Trust Trustee 100 % Australia Yes n/a Horsley Park Developments Pty Ltd Body corporate - 100 % Australia Yes n/a NEXTDC Sdn. Bhd. Body corporate - 100 % Malaysia No Malaysia NEXTDC VENTURES PTY LTD Body corporate - 100 % Australia Yes n/a NEXTDC VENTURES HOLDINGS NO.1 PTY LTD Body corporate - 100 % Australia Yes n/a CRYPTDC PTY LTD Body corporate - 100 % Australia Yes n/a NEXTDC New Zealand Holdings Limited Body corporate - 100 % New Zealand No New Zealand As at 30 June 2026 Name of entity Type of entity Trustee, partner or participant in JV % of share capital Place of incorporation Australian resident Foreign jurisdictions Consolidated entity disclosure statement | NEXTDC FY26 Annual Report 153 For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 153 30 Summary of material accounting policies (continued) (q) Revenue received in advance Revenue received in advance primarily relates to the advance consideration received from customers in relation to project fees and service credits, for which revenue is recognised over time. Refer to Note 4(b) for details in relation to the revenue recognition policy for project fees and service credits. (r) Borrowing costs General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. Other borrowing costs are expensed in the period in which they are incurred. Financial Report | NEXTDC FY26 Annual Report 152 Notes to the Consolidated Financial Report 30 June 2026 (continued) Consolidated entity disclosure statement 30 June 2026 NEXTDC Limited Body corporate - 100 % Australia Yes n/a NEXTDC Holdings No. 1 Pty Limited Body corporate - 100 % Australia Yes n/a NEXTDC Holdings No. 2 Pty Limited Body corporate - 100 % Australia Yes n/a NEXTDC Holdings No. 3 Pty Limited Body corporate - 100 % Australia Yes n/a AXON Systems Pty Ltd Body corporate - 100 % Australia Yes n/a NEXTDC Share Plan Pty Ltd Body corporate - 100 % Australia Yes n/a ONEDC Software Pty Ltd Body corporate - 100 % Australia Yes n/a NEXTDC PTE. LTD Body corporate - 100 % Singapore No Singapore NEXTDC 株式会社 Body corporate - 100 % Japan No Japan NEXTDC Holdings Trust No. 1 Trust Trustee 100 % Australia Yes n/a NEXTDC Holdings Trust No. 2 Trust Trustee 100 % Australia Yes n/a NEXTDC Holdings Trust No. 3 Trust Trustee 100 % Australia Yes n/a NEXTDC Holdings Trust No. 4 Trust Trustee 100 % Australia Yes n/a Horsley Park Developments Pty Ltd Body corporate - 100 % Australia Yes n/a NEXTDC Sdn. Bhd. Body corporate - 100 % Malaysia No Malaysia NEXTDC VENTURES PTY LTD Body corporate - 100 % Australia Yes n/a NEXTDC VENTURES HOLDINGS NO.1 PTY LTD Body corporate - 100 % Australia Yes n/a CRYPTDC PTY LTD Body corporate - 100 % Australia Yes n/a NEXTDC New Zealand Holdings Limited Body corporate - 100 % New Zealand No New Zealand As at 30 June 2026 Name of entity Type of entity Trustee, partner or participant in JV % of share capital Place of incorporation Australian resident Foreign jurisdictions Consolidated entity disclosure statement | NEXTDC FY26 Annual Report 153 For personal use only
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NEXTDC FY26 Annual Report 154 NEXTDC New Zealand Limited Body corporate - 100 % New Zealand No New Zealand NEXTDC Property SPV Pty Ltd Body corporate - 100 % Australia Yes n/a NSC Sub Trust Trust Trustee 100 % Australia Yes n/a Horsley Park Property Pty Ltd Body corporate - 100 % Australia Yes n/a PT NEXTDC Indonesia Body corporate - 100 % Indonesia No Indonesia NEXTDC Holdings (Thailand) Co., Ltd Body corporate - 100 % Thailand No Thailand NEXTDC Group (TH) Co., Ltd Body corporate - 100 % Thailand No Thailand NEXTDC 合同会社 Body corporate 100 % Japan No Japan NEXTDC M5 Holdings Pty Ltd Body corporate - 100 % Australia Yes n/a NEXTDC M5 Holdings MidCo Pty Ltd Body corporate - 100 % Australia Yes n/a NEXTDC S7 Holdings Pty Ltd Body corporate - 100 % Australia Yes n/a NEXTDC S7 Holdings MidCo Pty Ltd Body corporate - 100 % Australia Yes n/a NEXTDC S4 Holdings Pty Ltd Body corporate - 100 % Australia Yes n/a NEXTDC S4 Holdings MidCo Pty Ltd Body corporate - 100 % Australia Yes n/a NEXTDC M5 Mid Trust Trust Trustee 100 % Australia Yes n/a NEXTDC M5 Holdings Trust Trust Trustee 100 % Australia Yes n/a NEXTDC S7 Holdings Trust Trust Trustee 100 % Australia Yes n/a NEXTDC S7 Mid Trust Trust Trustee 100 % Australia Yes n/a NEXTDC S4 Holdings Trust Trust Trustee 100 % Australia Yes n/a NEXTDC S4 Mid Trust Trust Trustee 100 % Australia Yes n/a As at 30 June 2026 Name of entity Type of entity Trustee, partner or participant in JV % of share capital Place of incorporation Australian resident Foreign jurisdictions Consolidated entity disclosure statement | NEXTDC FY26 Annual Report 154 For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 155 Consolidated entity disclosure statement 30 June 2026 (continued) (i) Basis of preparation This consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and includes information for each entity that was part of the consolidated entity as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements. (ii) Determination of tax residency Section 295 (3A)(vi) of the Corporation Act 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgement as there are different interpretations that could be adopted, and which could give rise to a different conclusion on residency. In determining tax residency, the consolidated entity has applied the following interpretations: ▪ Australian tax residency The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public guidance in Tax Ruling TR 2018/5 ▪ Foreign tax residency Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in its determination of tax residency to ensure applicable foreign tax legislation has been complied with (see section 295(3A)(vii) of the Corporations Act 2001). (iii) Partnerships and trusts For the purpose of this CEDS, Trust type entities listed in disclosure statement are determined to be Australia residents as they are resident trust estates within the meaning of Division 6 of Part III of the Income Tax Assessment Act 1936. Consolidated entity disclosure statement | NEXTDC FY26 Annual Report 155 For personal use only
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NEXTDC FY26 Annual Report 156 Directors´ Declaration In the Directors' opinion: (a) the consolidated financial statements and notes set out on pages 92 to 152 are in accordance with the Corporations Act 2001, including: (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and (ii) giving a true and fair view of the consolidated entity's financial position as at 30 June 2026 and of its performance for the financial year ended on that date, and (b) the consolidated entity disclosure statement on pages 153 to 155 is true and correct, and (c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. Note 30 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of Directors. Craig Scroggie Managing Director and Chief Executive Officer 27 August 2026 Directors’ Declaration | NEXTDC FY26 Annual Report 156 Directors´ DeclarationFor personal use only
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PricewaterhouseCoopers, ABN 52 780 433 757 One International Towers Sydney, Watermans Quay, Barangaroo NSW 2000, GPO BOX 2650 Sydney NSW 2001 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. Independent auditor’s report To the members of NEXTDC Limited Report on the audit of the financial report Our opinion In our opinion, the accompanying financial report of NEXTDC Limited (the Company) and its controlled entities (together the Group) is in accordance with the Corporations Act 2001, including: a) giving a true and fair view of the Group’s financial position as at 30 June 2026 and of its financial performance for the year then ended; and b) complying with Australian Accounting Standards and the Corporations Regulations 2001. What we have audited The financial report comprises: • the consolidated balance sheet as at 30 June 2026; • the consolidated statement of comprehensive income for the year then ended; • the consolidated statement of changes in equity for the year then ended; • the consolidated statement of cash flows for the year then ended; • the notes to the consolidated financial statements, including material accounting policy information and other explanatory information; • the consolidated entity disclosure statement as at 30 June 2026; and • the directors’ declaration. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 157 Independent Auditor’s Report 30 June 2026 For personal use only
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Independence We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. Our audit approach An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial report as a whole, taking into account the geographic and management structure of the Group, its accounting processes and controls and the industry in which it operates. Audit Scope Our audit focused on where the Group made subjective judgements; for example, significant accounting estimates involving assumptions and inherently uncertain future events. In establishing the overall approach to the group audit, we determined the type of work that needed to be performed by us, as the group auditor. NEXTDC Limited has data centres operating in capital cities as well as regional locations across Australia and is expanding internationally. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. The key audit matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made in that context. We communicated the key audit matters to the Audit and Risk Committee. NEXTDC FY26 Annual Report 158 For personal use only
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Key audit matter How our audit addressed the key audit matter Data centre revenue recognition Refer to note 4 The Group applies AASB 15 Revenue from Contracts with Customers (AASB 15) to account for the services it provides to its customers. Certain customer contracts include lease components that are required to be accounted for as lease income in accordance with AASB 16 Leases (AASB 16). Accounting for data centre revenue recognition was a key audit matter due to the: • significance of revenue and the complexity involved in applying the requirements of AASB 15 and AASB 16 given the number of revenue components and customer contracts with bespoke terms and conditions, including recurring service fees, upfront project fees, non-recurring build and fitout charges, incentives and service credits. • judgements required by the Group in applying the requirements of AASB 15 and AASB 16 including: − assessing whether the contracts include lease components and determining the classification of those lease components − where a service is provided, identifying the performance obligations under the customer contracts − determining the transaction price, considering contractual terms relating to recurring service fees, upfront project fees, non-recurring build and fitout charges, incentives and service credits and − allocating the transaction price to the identified performance obligations. Our audit procedures included evaluating the design and implementation of relevant controls relating to the revenue recognition process. We performed the following procedures, amongst others: • Assessed whether the Group’s accounting policies were in accordance with the requirements of AASB 15 and AASB 16. • Evaluated the judgements made by the Group in applying its accounting policies by obtaining an understanding of the revenue and lease components and considering the terms and conditions of a sample of contracts. • For a sample of contracts for each revenue component tested, we: − developed an understanding of the key terms of the contract including parties, term dates, performance obligations, fees and payment terms − assessed whether the contracts contained a lease component, and where they did, assessed the classification of those lease components − considered the Group’s identification of performance obligations and allocation of the transaction price to the performance obligations where a service was provided by the Group − recalculated the amount of revenue and lease income recognised by the Group, taking into account the terms of the contracts for recurring service fees, upfront project fees, non-recurring build and fitout charges, incentives and service credits and evaluated whether data centre revenue had been recorded at the correct amount and in the correct financial period. • Evaluated the reasonableness of the disclosures made in light of the requirements of Australian Accounting Standards. Accounting for property, plant and equipment Refer to note 10 NEXTDC has continued to invest in new data centres during the period, and to expand its existing data centre infrastructure. This growth and expansion requires significant capital outlay which results in the capitalisation of external and internal costs into property, plant and equipment where the relevant recognition criteria in Australian Accounting Standards are met. As disclosed in note 10, there were significant additions to, and transfers from, assets in the course of construction during the financial year. This was a key audit matter because of the: • significance of the amount of additions during the financial year • judgement involved in assessing whether internal costs meet the criteria for capitalisation Our audit procedures included evaluating the design and implementation of relevant controls relating to the property, plant and equipment process. The procedures also included testing a sample of individually large additions and transfers, with the remaining balance tested on a sample basis. We performed the following procedures, amongst others: • Developed an understanding of and evaluated the Group’s cost capitalisation policy. • Assessed the processes implemented by the Group for the measurement of capitalised costs. • Sample tested capitalised costs to related documentation, including assessing whether they meet the criteria for capitalisation with reference to Australian Accounting Standards. • Assessed the accuracy and appropriateness of capitalised internal costs, in particular salaries and wages. • Evaluated the appropriateness of which assets met the definition of a qualifying asset per AASB 123 Borrowing Costs. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 159 For personal use only
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Key audit matter How our audit addressed the key audit matter • judgement involved in assessing which assets meet the definition of a qualifying asset and the borrowing costs that are eligible for capitalisation and • judgements applied in determining the appropriate timing of transfers from assets in the course of construction to the appropriate class of property plant and equipment or investment properties, and the calculation of depreciation expense, where appropriate. • Assessed the appropriateness of the borrowing costs eligible for capitalisation and the accuracy of the resulting amount that was capitalised to the cost of a sample of qualifying assets. • For a sample of assets, assessed the appropriateness of the timing and method of transfers from assets in the course of construction to the appropriate property, plant and equipment asset class or investment properties, and recalculated depreciation recognised by the Group, where appropriate. • Evaluated the reasonableness of the disclosures made in light of the requirements of Australian Accounting Standards. Valuation of investment properties Refer to note 13 Investment properties are carried at fair value at reporting date in accordance with the Group’s accounting policy as described in note 13 and 30, which is new in the current financial year. The fair value of investment properties is dependent on the valuation methodology adopted and the inputs and assumptions used in the valuation models. The fair values of income-generating data centres are principally determined using the capitalisation of net market income method and the discounted cash flow method and the fair values of data centres under construction are valued on a residual, as-if-complete basis, less estimated costs to complete and an allowance for developer’s profit and risk. These methods require the application of significant judgement in selecting the appropriate valuation methodology and in determining a number of significant unobservable inputs, including: • adopted capitalisation rates • adopted discount rates and terminal yields • forecast net operating cash inflows and outflows, and • assumptions regarding lease renewals, capital expenditure and adopted construction timelines. At each reporting date, the Group determines the fair value of its investment property portfolio in line with the Group’s valuation policy, which requires all properties to be valued by independent external valuers at least annually. This was a key audit matter because of the: • transfer from property, plant and equipment and initial recognition as investment properties during the current financial year • financial significance of the balance at transfer date and balance sheet date and • high degree of estimation uncertainty and judgement that underpin the valuations. Our audit procedures included evaluating the design and implementation of relevant controls relating to the investment property process. We performed the following procedures, amongst others: • Assessed the Group's process for determining the fair value of investment properties, including the process for engaging external valuers and the Group’s review and adoption of the resulting valuations. • Evaluated the competence, capability, objectivity and independence of the external valuers engaged by the Group to provide external valuations at transfer date and balance sheet date. • Assessed the appropriateness of the valuation methodologies applied against those adopted for comparable property types and recognised industry standards. • Tested, on a sample basis, the accuracy of the underlying property data provided to the external valuers, including contracted and forecast recurring charges, lease incentives, lease expiry profiles and forecast capital expenditure by agreeing inputs to executed lease agreements and supporting records at transfer date and at balance sheet date. • Engaged PwC valuation experts to assess the reasonableness of the key assumptions, including adopted capitalisation rates, discount rates, terminal yields and net market rents, by comparing them to available external market data, recent comparable transactions and historical rates at transfer date and at balance sheet date. The PwC valuation experts also assisted us with our assessment of the fair value calculations. • At transfer date and balance sheet date, agreed the fair value of each investment property to the valuation determined by the external valuers engaged by the Group. • Evaluated the reasonableness of the disclosures made, including those related to estimation uncertainty, in light of the requirements of Australian Accounting Standards. NEXTDC FY26 Annual Report 160 For personal use only
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Other information The directors are responsible for the other information. The other information comprises the information included in the annual report for the year ended 30 June 2026, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon through our opinion on the financial report. We have issued a separate opinion on the remuneration report and a limited assurance conclusion on specified metrics included in the Sustainability Report section of the annual report. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of the financial report in accordance with Australian Accounting Standards and the Corporations Act 2001, including giving a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://auasb.gov.au/media/bwvjcgre/ar1_2024.pdf. This description forms part of our auditor’s report. Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 161 For personal use only
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Report on the remuneration report Our opinion on the remuneration report We have audited the remuneration report included in the directors’ report for the year ended 30 June 2026. In our opinion, the remuneration report of NEXTDC Limited for the year ended 30 June 2026 complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. PricewaterhouseCoopers Brett Entwistle Sydney Partner 27 August 2026 NEXTDC FY26 Annual Report 162 Shareholder Information 30 June 2026 The following shareholder information was applicable as at 7 August 2026. Distribution of equity securities Holdings Number of investors Number of securities 100,001 and over 79 633,253,672 10,001 - 100,000 2,431 52,006,515 5,001 - 10,000 3,555 24,974,567 1,001 - 5,000 16,575 39,380,197 1 -1,000 34,853 9,939,546 Total 57,493 759,554,497 Unmarketable parcels 1,654 36,209 Equity security holders The names of the twenty largest holders of quoted equity securities are listed below: Name Number held Percentage of issued shares 1. HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 236,939,907 31.19 2. J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 183,416,781 24.15 3. CITICORP NOMINEES PTY LIMITED 96,944,709 12.76 4. BNP PARIBAS NOMINEES PTY LTD 31,082,873 4.09 5. BNP PARIBAS NOMS PTY LTD 21,296,826 2.80 6. BNP PARIBAS NOMINEES PTY LTD 8,870,776 1.17 7. BNP PARIBAS NOMS (NZ) LTD 5,337,926 0.70 8. HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 5,289,839 0.70 9. NETWEALTH INVESTMENTS LIMITED 3,463,275 0.46 10. UBS NOMINEES PTY LTD 3,174,101 0.42 11. HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 3,109,986 0.41 12. MORGAN STANLEY AUSTRALIA SECURITIES (NOMINEE) PTY LIMITED 2,938,634 0.39 13. AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED 2,824,791 0.37 14. PACIFIC CUSTODIANS PTY LIMITED 2,693,111 0.35 15. BNP PARIBAS NOMINEES PTY LTD 2,102,399 0.28 16. AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED 1,840,625 0.24 17. MUTUAL TRUST PTY LTD 1,586,776 0.21 18. HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 1,540,941 0.20 19. THORNEY INTERNATIONAL PTY LTD 1,455,156 0.19 20. BNP PARIBAS NOMINEES PTY LTD 1,152,416 0.15 617,061,848 81.23 Shareholder Information | NEXTDC FY26 Annual Report 163 For personal use only
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Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 163 Shareholder Information 30 June 2026 The following shareholder information was applicable as at 7 August 2026. Distribution of equity securities Holdings Number of investors Number of securities 100,001 and over 79 633,253,672 10,001 - 100,000 2,431 52,006,515 5,001 - 10,000 3,555 24,974,567 1,001 - 5,000 16,575 39,380,197 1 -1,000 34,853 9,939,546 Total 57,493 759,554,497 Unmarketable parcels 1,654 36,209 Equity security holders The names of the twenty largest holders of quoted equity securities are listed below: Name Number held Percentage of issued shares 1. HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 236,939,907 31.19 2. J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 183,416,781 24.15 3. CITICORP NOMINEES PTY LIMITED 96,944,709 12.76 4. BNP PARIBAS NOMINEES PTY LTD 31,082,873 4.09 5. BNP PARIBAS NOMS PTY LTD 21,296,826 2.80 6. BNP PARIBAS NOMINEES PTY LTD 8,870,776 1.17 7. BNP PARIBAS NOMS (NZ) LTD 5,337,926 0.70 8. HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 5,289,839 0.70 9. NETWEALTH INVESTMENTS LIMITED 3,463,275 0.46 10. UBS NOMINEES PTY LTD 3,174,101 0.42 11. HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 3,109,986 0.41 12. MORGAN STANLEY AUSTRALIA SECURITIES (NOMINEE) PTY LIMITED 2,938,634 0.39 13. AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED 2,824,791 0.37 14. PACIFIC CUSTODIANS PTY LIMITED 2,693,111 0.35 15. BNP PARIBAS NOMINEES PTY LTD 2,102,399 0.28 16. AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED 1,840,625 0.24 17. MUTUAL TRUST PTY LTD 1,586,776 0.21 18. HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 1,540,941 0.20 19. THORNEY INTERNATIONAL PTY LTD 1,455,156 0.19 20. BNP PARIBAS NOMINEES PTY LTD 1,152,416 0.15 617,061,848 81.23 Shareholder Information | NEXTDC FY26 Annual Report 163 Shareholder InformationFor personal use only
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NEXTDC FY26 Annual Report 164 Shareholder Information (continued) Unquoted equity securities Number on issue Number of holders Performance rights - issued in FY23 272,452 7 Performance rights - issued in FY24 306,963 44 Performance rights - issued in FY25 289,676 48 Performance rights - issued in FY26 374,537 61 Restricted rights - issued in FY24 276,462 49 Restricted rights - issued in FY25 261,771 53 Restricted rights - issued in FY26 337,280 66 GIP rights - issued in FY25 10,465,093 39 GIP rights - issued in FY26 232,556 4 Deferred share rights - issued in FY26 72,201 3 Substantial holders Substantial holders in the Company based on ASX lodgements up until 20 August 2026 are set out below: Number held Percentage of issued shares State Street Corporation 79,701,811 10.48 % AustralianSuper Pty Ltd 54,446,234 8.49 % BlackRock Group 40,226,111 6.27 % Vanguard Group 38,639,037 6.02 % Voting rights The voting rights attaching to each class of equity securities are set out below: i) Ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. ii) Performance rights, GIP rights and deferred share rights No voting rights. Shareholder Information | NEXTDC FY26 Annual Report 164 Corporate Directory NEXTDC Limited Corporate Directory Directors Douglas Flynn Chairman Craig Scroggie Managing Director and Chief Executive Officer Stuart Davis Non-Executive Director Stephen Smith Non-Executive Director Dr Eileen Doyle Non-Executive Director Maria Leftakis Non-Executive Director Deborah Page AM Non-Executive Director Jamaludin Ibrahim Non-Executive Director Company secretary Michael Helmer Registered office 20 Wharf St Brisbane QLD 4000 Tel: +61 7 3177 4777 Website address www.nextdc.com Auditor PricewaterhouseCoopers One International Towers Watermans Quay Barangaroo Sydney NSW 2000 (02) 8266 0000 Solicitors Herbert Smith Freehills Kramer ANZ Tower 161 Castlereagh Street Sydney NSW 2000 Mallesons Level 61, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Share register MUFG Corporate Markets Level 21,10 Eagle Street Brisbane Qld 4000 Tel: 1300 554 474 (in Australia) Tel: +61 (2) 8280 7111 (overseas) Stock exchange listing NEXTDC Limited shares are listed on the Australian Securities Exchange (ASX) under ticker code NXT. Corporate Directory | NEXTDC FY26 Annual Report 165 For personal use only
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Corporate Directory Overview Directors' Report Remuneration Report Corporate Governance Statement Sustainability Report Financial Report Additional Information 165 Shareholder Information (continued) Unquoted equity securities Number on issue Number of holders Performance rights - issued in FY23 272,452 7 Performance rights - issued in FY24 306,963 44 Performance rights - issued in FY25 289,676 48 Performance rights - issued in FY26 374,537 61 Restricted rights - issued in FY24 276,462 49 Restricted rights - issued in FY25 261,771 53 Restricted rights - issued in FY26 337,280 66 GIP rights - issued in FY25 10,465,093 39 GIP rights - issued in FY26 232,556 4 Deferred share rights - issued in FY26 72,201 3 Substantial holders Substantial holders in the Company based on ASX lodgements up until 20 August 2026 are set out below: Number held Percentage of issued shares State Street Corporation 79,701,811 10.48 % AustralianSuper Pty Ltd 54,446,234 8.49 % BlackRock Group 40,226,111 6.27 % Vanguard Group 38,639,037 6.02 % Voting rights The voting rights attaching to each class of equity securities are set out below: i) Ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. ii) Performance rights, GIP rights and deferred share rights No voting rights. Shareholder Information | NEXTDC FY26 Annual Report 164 Corporate Directory NEXTDC Limited Corporate Directory Directors Douglas Flynn Chairman Craig Scroggie Managing Director and Chief Executive Officer Stuart Davis Non-Executive Director Stephen Smith Non-Executive Director Dr Eileen Doyle Non-Executive Director Maria Leftakis Non-Executive Director Deborah Page AM Non-Executive Director Jamaludin Ibrahim Non-Executive Director Company secretary Michael Helmer Registered office 20 Wharf St Brisbane QLD 4000 Tel: +61 7 3177 4777 Website address www.nextdc.com Auditor PricewaterhouseCoopers One International Towers Watermans Quay Barangaroo Sydney NSW 2000 (02) 8266 0000 Solicitors Herbert Smith Freehills Kramer ANZ Tower 161 Castlereagh Street Sydney NSW 2000 Mallesons Level 61, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Share register MUFG Corporate Markets Level 21,10 Eagle Street Brisbane Qld 4000 Tel: 1300 554 474 (in Australia) Tel: +61 (2) 8280 7111 (overseas) Stock exchange listing NEXTDC Limited shares are listed on the Australian Securities Exchange (ASX) under ticker code NXT. Corporate Directory | NEXTDC FY26 Annual Report 165 For personal use only
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1 July 2025 to 30 June 2026 | NEXTDC Limited | ABN 35 143 582 521 For any queries about NEXTDC’s Annual Report please contact us at investorrelations@nextdc.com www.nextdc.com/contact For personal use only