DEVELOP GLOBAL LIMITED

ABN 28 122 180 205

NOTICE OF ANNUAL GENERAL MEETING

TIME: 3.00PM (AWST) DATE: Tuesday, 29 November 2022 PLACE: BDO Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth WA 6000

This Notice of Meeting and accompanying Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek professional advice. If you wish to discuss the matters in this Notice of Meeting please call Steven Wood (Company Secretary), on +61 8 9322 7600.

IMPORTANT INFORMATION

Develop Global Limited ABN 28 122 180 205 ( Develop or the Company ) gives notice that the 2022 Annual General Meeting of Shareholders will be held at BDO, Level 9, Mia Yellagonga Tower 2, 5 Spring St, Perth WA 6000 on Tuesday 29 November 2022 at 3.00PM (AWST).

1. YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

2. VOTING IN PERSON AND COVID-19

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

To ensure the safety of all attendees at the Meeting, the Company will ensure any social distancing restrictions and guidelines, which are in place at the time of the meeting by order of the Western Australian Government in response to COVID-19, are observed.

3. VOTING BY PROXY

3.1 Generally

To vote by proxy, please lodge your proxy appointment online, or complete, sign and return the personalised Proxy Form accompanying this Notice of Meeting:

(a) by lodging your proxy appointment online at: www.linkmarketservices.com.au

Select ‘Investor Login’ and in the “Single Holding Login” section enter Develop Global Limited or the ASX code DVP in the Issuer name field, your Holder Identification Number (HIN) or Security Reference Number (SRN) (which is shown on the front of your proxy form), postcode and complete the security verification process and click ‘Login’. Select the ‘Voting’ tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.

(b) by posting your completed Proxy Form to:

Develop Global Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

(d) by delivering your Proxy Form by hand to:

Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150

In accordance with section 249L of the Corporations Act, members are advised that:

each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and

a member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Please note that the Corporations Act requires that:

if proxy holders vote, the proxy holder must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chairperson, who must vote the proxies as directed by the Shareholder.

3.2 Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
(b) if the proxy has two or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
(c) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
(d) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
3.3

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that if:

(a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
(b) the appointed proxy is not the chair of the meeting; and
(c) at the meeting, a poll is duly demanded on the resolution; and
(d) either of the following applies:
(i) the proxy is not recorded as attending the meeting; or
(ii) the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

3.4 Resolution connected with remuneration of Key Management Personnel

If the Chairperson is to act as your proxy (whether by appointment or by default) and you have not given directions on how to vote in the voting directions section of the Proxy Form for Resolution 1 or Resolution 3, the Proxy Form expressly directs and authorises the Chairperson to cast your votes “for” the relevant Resolution. This express authorisation is included because, without it, the Chairperson would be precluded from casting your votes

as Resolution 1 and Resolution 3 are connected with the remuneration of Key Management Personnel.

Subject to any voting prohibitions that may apply to the Chairperson in respect of Resolution 1 and Resolution 3 to restrict the Chairperson from voting undirected proxies, the Chairperson intends to vote all undirected proxies in favour of Resolution 1 and Resolution 3.

NOTICE OF ANNUAL GENERAL MEETING

The Explanatory Statement to this Notice of Meeting provides additional information on matters before the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 5.00PM (AWST) on Sunday 27 November 2022.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the Auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, pass, with or without amendment, the following Resolution as a non-binding resolution:

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2022.”

Note: Section 250R(3) of the Corporations Act provides that the vote on this Resolution 1 is advisory only and does not bind the Directors or the Company.

A voting exclusion applies to this Resolution 1. Please see below.

3. RESOLUTION 2 – ELECTION OF MICHELLE WOOLHOUSE AS A DIRECTOR

To consider and, if thought fit, pass, with or without amendment, the following Resolution as an ordinary resolution:

"That, for the purpose of clause 6.2(a) of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Ms Michelle Woolhouse, a Director who was appointed to fill a casual vacancy on 1 December 2021, retires and being eligible, is elected as a Director.”

4. RESOLUTION 3 – APPROVAL TO INCREASE DIRECTORS' FEE POOL

To consider and, if thought fit, pass, with or without amendment, the following Resolution as an ordinary resolution:

"That, for the purposes of clause 6.5(a) of the Constitution, ASX Listing Rule 10.17 and for all other purposes, approval be given to increase the maximum aggregate amount

of fees available for payment to the Non-executive Directors by $600,000 per annum to $1 million per annum."

A voting exclusion applies to this Resolution 3. Please see below.

VOTING EXCLUSIONS

Resolution 1 – Remuneration Report

In accordance with the Corporations Act, a vote must not be cast on Resolution 1:

(i) by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties, regardless of the capacity in which the votes are cast; or
(ii) by a person appointed as proxy, where that person is a member of the Key Management Personnel or their Closely Related Parties

However, a vote may be cast on Resolution 1 by such persons (each a voter ) as proxy if the vote is not cast on behalf of a person who is excluded from voting on Resolution 1, and:

(i) the voter is appointed as a proxy that specifies the way the proxy is to vote on Resolution 1; or
(ii) the voter is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on Resolution 1, but expressly authorises the Chairperson to exercise the proxy even though Resolution 1 is connected with the remuneration of a member of the Key Management Personnel.

Resolution 3 – Approval to Increase Directors' Fee Pool

In accordance with the Listing Rules, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of any Director or an associate of a Director.

However, the Company need not disregard on Resolution 3 if the vote is cast by:

(i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(ii) the person chairing the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the direction given to the chair to vote as the chair decides; or
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the provided the following conditions are met:
(A) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(B) the holder votes on the Resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

Additionally, under section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on Resolution 3 if:

(i) the proxy is either:
(A) a member of the Key Management Personnel; or
(B) a Closely Related Party of such a member; and
(ii) the appointment does not specify the way the proxy is to vote on the Resolution.

However, the above prohibition does not apply if:

(i) the proxy is the Chairperson; and
(ii) the appointment expressly authorises the Chairperson to exercise the proxy even though the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Date 21 October 2022

By order of the Board

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Steven Wood Company Secretary

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether to pass the Resolutions.

This Explanatory Statement forms part of, and should be read together with, the Notice of Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution and section 317 of the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the Auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. Shareholders may view the Company’s annual financial report online at: www.develop.com.au .

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

1.1 General

The Corporations Act requires that a resolution that the Remuneration Report be adopted must be put to the Shareholders at a listed company’s annual general meeting. However, such a resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2022.

The Chair of the meeting must allow a reasonable opportunity for Shareholders to ask questions about or make comments on the remuneration report at the Annual General Meeting.

1.2 Voting Consequences

A company is required to put to its Shareholders a resolution proposing the calling of another meeting of Shareholders to consider the appointment of directors of the Company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the Remuneration Report and at the first of those annual general meetings a Spill Resolution was not put to the vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene a Shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the Directors who were in office when the Directors' report (as included in the Company’s annual financial report for the previous financial year) was approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

1.3 Previous Voting Results

At the Company’s previous annual general meeting the votes cast against the previous remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

1.4 Proxy Voting Restrictions

Shareholders appointing a proxy for this Resolution should note the following:

Proxy	Directions Given	No Directions Given
Key Management Personnel1	Vote as directed	Unable to vote3
Chairperson2	Vote as directed	Able to vote at discretion of Proxy4
Other	Vote as directed	Able to vote at discretion of Proxy

Notes :

1 Refers to Key Management Personnel (other than the Chairperson) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member.
2 Refers to the Chairperson (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member).
3 Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.
4 The Proxy Form notes it is the Chairperson’s intention to vote all undirected proxies in favour of all Resolutions.

2. RESOLUTION 2 – ELECTION OF MICHELLE WOOLHOUSE AS A DIRECTOR

2.1 General

Rule 6.1(c) of the Constitution permits the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, provided that the total number of Directors does not exceed the maximum number specified by the Constitution.

Pursuant to rule 6.2(a) of the Constitution and ASX Listing Rule 14.4, any Director so appointed under rule 6.1(c) of the Constitution, who is not a managing director, must retire from office at the next annual general meeting following their appointment and is then eligible for election by Shareholders.

ASX Listing Rule 14.5 also provides that a listed entity that has directors must hold an election of directors at each annual general meeting.

Michelle Woolhouse, having been appointed by the other Directors effective 1 December 2021, will retire and being eligible, seeks election by Shareholders pursuant to Resolution 2.

Michelle Woolhouse has advised the Company that she intends to resign as a Director, as she is resuming her career in the banking sector. Ms Woolhouse has advised it is her intention to remain a Director for up to 6 months, thereby enabling the Company to retain her services during a period of significant Company activity and while the Company searches for a replacement.

Resolution 2 is an ordinary resolution. The Chairperson intends to exercise all available proxies in favour of Resolution 2.

2.2 Background and Experience

Ms Woolhouse has spent 25 years in financial markets, specialising in the natural resources sector. During this time, she has established an extensive skillset in risk and financial analysis and managed a substantial portfolio of ASX-listed and international resources companies across a range of commodities.

Ms Woolhouse has significant experience in project and corporate finance in the mining and metals sector, including evaluation, debt structuring, technical considerations and sustainability.

She has held a range of senior positions with the Commonwealth Bank, including previous roles as Executive Director, head of Perth Resources and Energy client coverage, and head of WA Natural Resources project finance for the Institutional Banking and Markets division.

Ms Woolhouse is a Certified Practicing Accountant and holds a Bachelor of Business (Accounting) from Edith Cowan University. She is also a Graduate of the Australian Institute of Company Directors.

Ms Woolhouse’s significant experience in funding resources projects, mining companies and the mining services sector are invaluable to the Company as it pursues its multi-pronged growth strategy.

2.3 Independence

The Board has considered Ms Woolhouse's independence and considers that she is and, if elected, will be, an independent Director. Ms Woolhouse was appointed as an independent Non-executive Director on 1 December 2021 and since that appointment, the Directors are not aware of anything which affects that independence. As of 31 October 2022, Ms Woolhouse will become a fulltime employee of a company which does not currently have a commercial relationship with the Company.

2.4 Recommendation

The Directors (except for Ms Woolhouse) support the election of Ms Woolhouse and recommend that Shareholders vote in favour of Resolution 2, notwithstanding Ms Woolhouse has given notice of her resignation from the Company. The Directors believe it is to the Company’s advantage to retain Ms Woolhouse’s services for up to 6 months post her notice of resignation to allow for an orderly transition.

3. RESOLUTION 3 – APPROVAL TO INCREASE DIRECTORS' FEE POOL

3.1 General

Clause 6.5(a) of the Constitution provides that the aggregate remuneration of all Nonexecutive Directors in any financial year must not exceed the amount fixed by the Company in general meeting ( Directors' Fee Pool ). ASX Listing Rule 10.17 provides that an entity

must not increase the total aggregate amount of directors' fees payable to all of its Nonexecutive Directors without the approval of the holders of its ordinary securities.

Resolution 3 seeks Shareholder approval, for the purposes of clause 6.5(a) of the Constitution, ASX Listing Rule 10.17 and for all other purposes, for the Company to be authorised to increase the maximum aggregate amount of fees available to be paid to Nonexecutive Directors by $600,000, from $400,000 per annum to $1 million per annum.

If Resolution 3 is passed, the maximum aggregate amount of fees available to be paid to Non-executive Directors of the Company will increase by $600,000, from $400,000 per annum to $1 million per annum. If Resolution 3 is not passed, the maximum aggregate amount of fees that may be paid to Non-executive Directors of the Company will remain at $400,000 per annum. This may inhibit the ability of the Company to remunerate, attract and retain appropriately skilled Non-executive Directors.

3.2 Rationale for the increase

The maximum aggregate fees payable to Non-executive Directors was last increased on 23 July 2012.

The Board considers that it is reasonable and appropriate at this time to seek an increase in the remuneration pool for Non-executive Directors for the following reasons:

(i) both the recent and expected growth of the Company as outlined to shareholders in the Develop Strategy Day presentation (ASX: DVP 6 September 2022) and the increased responsibilities for Non-executive Directors arising as a result of that growth;
(ii) Non-executive Directors’ fees will need to be increased to retain Directors (noting the need for orderly succession planning);
(iii) to attract new Non-executive Directors of a calibre required (including to replace Michelle Woolhouse) to effectively guide and monitor the business of the Company;
(iv) the Directors may from time to time appoint additional Non-executive Directors to ensure the Board has the appropriate skills and experience; and
(v) to remunerate Non-executive Directors appropriately for the expectations placed upon them both by the Company and the regulatory environment in which it operates.

Currently, the Company pays a total of $280,000 (plus superannuation) in fees to the Nonexecutive Directors. Further details of the total fees paid to the Non-executive Directors during the financial year ended 30 June 2022 are set out in the Remuneration Report.

This proposed level of permitted fees does not mean that the Company must pay the entire amount approved as fees in each year; indeed, the actual level of remuneration which is to be paid to Non-executive Directors will be determined after the Company has obtained independent remuneration advice in order to ensure the Non-executive Director remuneration is appropriately benchmarked to industry.

3.3 Additional information required by Listing Rule 10.17

In the past three years, the Company has issued Equity Securities to Non-executive Directors (past and present), or their nominees, under and for the purposes of Listing Rules 10.11 and 10.14 as follows:

Director	Equity Securities	Date of issue
Michael Blakiston	50,000 Shares1	21 September 2022
Shirley In't Veld	45,000 Shares1	21 September 2022
Michelle Woolhouse	6,000 Shares1and 100,000 Options3	21 September 2022
Shirley In't Veld	1,000,000 Options2, 3	1 October 2021
Anthony Reilly	727,242 Shares and 363,620 Options	19 July 2021
Mick McMullen	10,000,000 Options2, 3	22 June 2021
Michael Blakiston	7,000,000 Options2, 3	22 June 2021
Mick McMullen	2,881,356 Options4	22 June 2021
Mick McMullen	5,762,712 Shares5	17 June 2021
Darren Stralow	272,727 Options6	26 August 2020
Anthony Reilly	272,727 Options6	26 August 2020
Anthony Kiernan	272,727 Options6	26 August 2020

Notes:

1 These Shares were issued at $3.30 per Share, which sum was paid at the time of issue.
2 These Options were issued pre consolidation, which consolidation has resulted in Michael Blakiston now holding 1,400,000 Options, Shirley In't Veld now holding 200,000 Options, and Mick McMullen now holding 2,000,000 Options.
3
These Options are Director options.
4 These Options attached to the Shares referred to in Note 5 which were issued to Mick McMullen pre consolidation. On consolidation, the number of Options were reduced to 576,272.
5 These Shares were issued at $0.08 per Share which sum was paid at the time of issue and have now been consolidated into 1,152,544 Shares.
6 These Options attached to Shares issued to the Directors as participants in a Share Purchase Plan pre consolidation. On consolidation, the number of Options were reduced to 54,545.

For the voting exclusions applicable to this Resolution 3, please refer to the "Voting Exclusion " section of the Notice of Meeting.

3.4 Board recommendation

Given the interest of the Non-executive Directors in this Resolution, the Non-executive Directors make no recommendation to Shareholders regarding this Resolution. Managing Director, Mr Bill Beament, recommends that Shareholders vote in favour of Resolution 3.

The Chairperson of the Meeting intends to vote all available proxies in favour of Resolution 3.

4. ENQUIRIES

Shareholders may contact the Company Secretary, Steven Wood on +61 8 9322 7600 or at [email protected] if they have any queries in respect of the matters set out in these documents.

GLOSSARY

In this Explanatory Statement and Notice of Meeting, the following terms have the following meanings unless the context otherwise requires:

Annual General means the annual general meeting of Shareholders convened by the Meeting or AGM or Notice of Meeting and to which this Notice of Meeting relates. Meeting ASX means ASX Limited (ACN 008 624 691) trading as the Australian Securities Exchange or the financial market operated by ASX Limited, as the context requires. ASX Listing Rules means the Listing Rules of ASX. or Listing Rules AWST means Australian Western Standard Time as observed in Perth, Western Australia. Board means the current Board of Directors of the Company. Chairperson means the person appointed to chair the Meeting. Closely Related of a member of the Key Management Personnel means: Party (a) a spouse or child of the member; (b) a child of the member’s spouse; (c) a dependent of the member or of the member’s spouse; (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity; (e) a company the member controls; or (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in section 9 of the Corporations Act.

Company or means Develop Global Limited (ACN 122 180 205). Develop Constitution means the Company's constitution. Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. Explanatory means the explanatory statement accompanying the Notice of Meeting. Statement

Equity Securities has the meaning given to that term in the Listing Rules. Key Management has the same meaning as in the accounting standards issued by the Personnel Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the

	activities of the Company, or if the Company is part of a consolidated
	entity, of the consolidated entity, directly or indirectly, including any
	director (whether executive or otherwise) of the Company, or if the
	Company is part of a consolidated entity, of an entity within the
	consolidated group.
Non-executive	means a Director who is not a member of the executive management
Director	team.
Notice of Meeting	means this notice of annual general meeting including the Explanatory
orNotice	Statement.
Options	means options to acquire Shares, on the terms set out in the relevant
	notice of meeting published in connection with the approval of the relevant
	issue of options.
Proxy Form	means the proxy form accompanying this Notice of Meeting.
Remuneration	means the remuneration report set out in the Directors’ report section of
Report	the Company’s annual financial report for the year ended 30 June 2022.
Resolutions	means the resolutions set out in the Notice of Meeting, or any one of them,
	as the context requires.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means a holder of a Share.
Spill Meeting	has the meaning given to that term in section 1.2 of the Explanatory
	Statement.
Spill Resolution	has the meaning given to that term in section 1.2 of the Explanatory
	Statement.

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ABN 28 122 180 205
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LODGE YOUR VOTE

ONLINE  https://investorcentre.linkgroup.com

BY MAIL  DEVELOP Global Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999

PROXY FORM

I/We being a member(s) of DEVELOP Global Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 3:00pm (AWST) on Tuesday, 29 November 2022 at BDO, Level 9, Mia Yellagonga Tower, 2/5 Spring Street, Perth WA 6000 (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolutions 1 & 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1 & 3, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

1 Adoption of Remuneration Report
2 Election of Michelle Woolhouse as a Director
3 Approval to Increase Directors’ Fee Pool

For Against Abstain *

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 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

DVP PRX2202C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.

SIGNING INSTRUCTIONS

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 3:00pm (AWST) on Sunday, 27 November 2022, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE

https://investorcentre.linkgroup.com

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MOBILE DEVICE

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link https://investorcentre.linkgroup.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

BY MAIL



DEVELOP Global Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

 BY HAND

delivering it to Link Market Services Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

*during business hours Monday to Friday (9:00am - 5:00pm)

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

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COMMUNICATION PREFERENCE

We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Communications’ and click the first button to receive all communications electronically and enter your email address. To use the online facility, Shareholders will need their “Holder Identifier” (Shareholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

AI assistant

DEVELOP GLOBAL LIMITED — AGM Information 2022

64801_rns_2022-10-24_277614df-bb37-40d7-be80-159355988caf.pdf