Sovereign Cloud : Capital Raising Investor Presentation

onlySovereign Cloud Holdings Ltd (ASX:SOV)

Investor Presentation

use$35 million Equity Raising

22 November 2021 ersonal

Important Notices & Disclaimer

•	This presentation has been prepared by Sovereign Cloud Holdings Limited (ACN 622 728 189)	•
	(AUCloud) in relation to an equity raising consisting of the offer of new fully paid ordinary shares in
	AUCloud (New Shares) in:

only	•	a placement to NEXTDC Ventures Holdings No. 1 Pty Ltd (ACN 655 243 057) (NEXTDC), a	•
		wholly-owned subsidiary of NEXTDC Limited (ACN 143 582 521) (Placement); and
	•	a pro-rata accelerated non-renounceable entitlement offer to eligible institutional shareholders
		of AUCloud (Institutional Entitlement Offer) and eligible retail shareholders of AUCloud in
		Australia, New Zealand, the United Kingdom and Singapore (Retail Entitlement Offer)
		(together, the Entitlement Offer),

(together, the Equity Raising).

• No reliance: To the maximum extent permitted by law, the information contained in this

use	presentation is given without any liability whatsoever being accepted by Morgans Corporate Limited	•
and Canaccord Genuity (Australia) Limited, their affiliates and related entities, and their respective
directors, partners, employees, officers, agents, consultants, representatives and advisers (JLM
Group), and AUCloud and any of its related bodies corporate and their respective directors, officers,
partners, employees, advisors and agents (together with the JLM Group, the Relevant Parties). The
information contained in this presentation is not intended to constitute legal, tax or accounting advice
or opinion. No representation or warranty, expressed or implied, is made as to the accuracy, currency,
reliability completeness or thoroughness of the information contained in this presentation, whether as
ersonal	to the past or future. Recipients of this presentation must make their own independent investigations,
consideration and evaluation. To the maximum extent permitted by law, each Relevant Party

disclaims all liability and responsibility for any direct or indirect loss or damage which may be suffered by any recipient through the use of or reliance on anything contained in or omitted from this presentation or its contents or otherwise arising in connection with it, including, without limitation, any liability arising from fault or negligence on the part of any of them. None of the Relevant Parties makes any recommendation as to whether recipients should participate in any transaction involving AUCloud and makes no warranty or representation concerning any such offer which may or may not occur. The JLM Group has not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this presentation or made or purported to make any statement in this presentation and there is no statement in this presentation which is based on any statement by any of them. The recipient acknowledges that each of the Relevant Parties is not acting nor is it responsible as a fiduciary, agent or similar capacity to the recipient, its officers, employees, consultants, agents, security holders, creditors or any other person.

Each recipient, by accepting this presentation, expressly disclaims any fiduciary relationship and the recipient agrees that it is responsible for making its own independent judgments with respect to any matters contained in this presentation.

Limited disclosure: This presentation contains summary information about AUCloud and its activities which is current at the date of this presentation (unless otherwise noted). The information in this presentation is of a general nature. This presentation does not purport to contain all the information that a prospective investor may require in evaluating a possible investment in AUCloud, nor does it contain all the information which would be required in a disclosure document prepared in accordance with the requirements of the Corporations Act 2001 (Cth) (Corporations Act), and should not be used in isolation as a basis to invest in AUCloud. It should be read in conjunction with AUCloud's other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (ASX), which are available at www.asx.com.au.

No offer to acquire New Shares: The information in this presentation is not an offer or recommendation to purchase or subscribe for securities in AUCloud or a recommendation to retain or sell any securities that are currently held in AUCloud. The distribution of this presentation in jurisdictions outside of Australia and New Zealand may be restricted by law and you should observe any such restrictions. This presentation may not be distributed or released in the United States, or any other jurisdiction which would be illegal. See the 'Foreign selling restrictions' section of this presentation for more information. In particular, this presentation does not constitute any offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any 'US person' as defined in Regulation S under the US Securities Act of 1993, as amended (US Securities Act). AUCloud shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements may not be taken up by, and the New Shares to be offered and sold in the Placement and the Institutional Entitlement Offer may not be offered or sold, directly or indirectly, to any person in the United States or any person that is acting for the account or benefit of a person in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any applicable US state securities laws. The entitlements and the New Shares to be offered and sold in the Retail Entitlement Offer may only be offered and sold outside the United States to persons that are not acting for the account or benefit of persons in the United States in 'offshore transactions' (as defined in Rule 902(h) under the US Securities Act) in reliance on Regulation S under the US Securities Act.

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Important Notices and Disclaimer (cont…)

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only• useersonal

Seek your own advice: In providing this presentation, AUCloud has not considered the objectives, financial position or needs of the recipient. The recipient should consult with its own legal, tax or accounting advisers as to the accuracy and application of the information contained herein, and conduct its own due diligence and other enquiries in relation to such information and any investment in AUCloud and the recipient's objectives, financial position or needs.

Forward-lookingstatements: This presentation includes forward-looking statements. Forward-looking statements can generally be identified by the use of forward-looking words such as "expect", "forecast", "estimate", "like", "anticipate", "project", "opinion", "outlook", "guidance", "should", "could", "may", "target", "believe", "intend", "plan" and other similar expressions within the meaning of securities laws of applicable jurisdictions. Forward-looking statements include statements about AUCloud's plans, business objectives and growth strategies, statements about the industry in which AUCloud operates, and trends and statements about the outcome and effects of the Equity Raising and the use of proceeds. Indications of, and guidance on, future earnings and financial position, distributions and performance, progress and outlook, and cash flow guidance, are also forward-looking statements. To the maximum extent permitted by law, AUCloud and the Relevant Parties disclaim any responsibility for any errors or omissions in such information, including the financial calculations, projections and forecasts and indications of, and guidance on, future earnings and performance and financial position. Such forward-looking statements relate to future events and expectations and are not guarantees of future performance. Such forward-looking statements involve known and unknown risks, uncertainties and other factors and are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond AUCloud's control, that may cause actual results to differ materially from those predicted or implied by any forward-looking statements. No representation or warranty is made by or on behalf of AUCloud or the Relevant Parties that any projection, forecast, calculation, forward-looking statement, assumption or estimate contained in this presentation should or will be achieved or that actual outcomes will not differ materially from any forward-looking statements. Graphs used in the presentation (including data used in the graphs) are sourced from third parties and AUCloud has not independently verified the information. Although reasonable care has been taken to ensure that the facts stated in this presentation are accurate and that the opinions expressed are fair and reasonable, no reliance can be placed for any purpose whatsoever on the information contained in this presentation or on its completeness. Actual results and developments may differ materially from those expressed or implied by these forward-looking statements depending on a variety of factors. Recipients of this presentation are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the COVID-19 pandemic.

• Financial information: This presentation contains pro forma financial information. The pro forma financial information provided in this presentation is for illustrative purposes only and is not represented as being indicative of AUCloud's views on its future financial condition and / or performance.
• Currency: All references to '$', 'A$' or 'AUD' in this presentation are to Australian dollars (unless otherwise noted).
• Underwriters: The JLM Group is comprised of full service financial institutions engaged in various activities, which may include trading, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services including for which they have received or may receive customary fees and expenses or other transaction consideration. In the course of these activities, the JLM Group may at any time for their own account and for the accounts of their clients make or hold investments in equity securities or other financial products of AUCloud, its affiliates and / or funds they manage, and may at any time also provide debt financing and corporate or financial advisory services to AUCloud or its affiliates, and receive customary fees and expenses or other transaction consideration in respect of such activities. The JLM Group are acting as joint lead managers and underwriters to the Equity Raising for which it has received or expects to receive fees and reimbursement of expenses.
• Disclaimer: You acknowledge and agree that determination of eligibility of investors for the purposes of the Equity Raising is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of AUCloud and the JLM Group, and each of those parties (and their respective related bodies corporate, affiliates, officers, directors employees, representatives, agents, consultants or advisers) disclaims any duty or liability (including for negligence) in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law.

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Contents

1.	Investment Overview
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2.	Industry
3.	AUCloud
4.	Equity Raising
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Appendices:

TCV and Revenue Growth

Key Risk Factors

Foreign Selling Restrictions ersonalGlossary

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ersonal use only

Investment Overview

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