DEVELOP GLOBAL LIMITED — Capital/Financing Update 2022

Feb 23, 2022

24 February 2022

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Dear Shareholder

PRO-RATA ACCELERATED NON-RENOUNCEABLE ENTITLEMENT OFFER – NOTIFICATION TO INELIGIBLE RETAIL SHAREHOLDERS

On 17 February 2022, Develop Global Limited (ACN 122 180 205) (ASX:DVP) ( Develop or the Company ) announced a fully underwritten pro rata accelerated non-renounceable entitlement offer of new fully paid ordinary shares in Develop ( New Shares ) at an issue price of A$3.30 per New Share, to raise approximately A$25 million ( Entitlement Offer ).

Under the Entitlement Offer, Develop will offer eligible shareholders the opportunity to subscribe for 1 New Share for every 18.6 existing Develop shares ( Existing Shares ) held as at 7:00pm (Sydney time) on Monday, 21 February 2022 ( Record Time ).

Contemporaneously with the Entitlement offer, Develop announced that it would be conducting a fully underwritten placement to existing and new institutional investors to raise approximately A$25 million ( Placement ). Together, the Entitlement Offer and the Placement are the Equity Raising .

In addition to the Placement and Entitlement Offer, Develop intends to issue up to A$1 million worth of New Shares to Develop directors ( Director Placement ). The Director Placement is not underwritten and will be undertaken at the same issue price as the Equity Raising. The Director Placement is subject to shareholder approval.

Further detail regarding the Equity Raising, including in relation to the proposed use of proceeds raised, is provided in Develop’s Investor Presentation released to the ASX on Thursday, 17 February 2022. Canaccord Genuity (Australia) Limited is acting as lead manager and underwriter to the Equity Raising (the Lead Manager ).

Why are we sending you this letter?

This letter is to inform you about the Entitlement Offer (and the broader Equity Raising) and to explain why you will not be able to subscribe for New Shares under the Entitlement Offer. This letter is not an offer to issue entitlements or New Shares to you, nor an invitation for you to apply for entitlements or New Shares.

You are not required to do anything in response to this letter, but there may be financial implications for you as a result of the Entitlement Offer that you should be aware of.

What is the Entitlement Offer and the retail component?

The Entitlement Offer comprises:

• (a) a pro-rata accelerated non-renounceable entitlement offer to eligible institutional shareholders to subscribe for 1 New Share for every 18.6 Existing Shares held as at the Record Time ( Institutional Entitlement Offer ); and

• (b) a pro-rata accelerated non-renounceable entitlement offer of New Shares to Eligible Retail Shareholders on the same terms ( Retail Entitlement Offer ).

The Entitlement Offer is being made by the Company in accordance with section 708AA of the Corporations Act 2001 (Cth) ( Act ) as modified by ASIC Corporations (Non-Traditional Rights Issue) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 , meaning that no prospectus or other disclosure document needs to be prepared in relation to the Entitlement Offer.

The Institutional Entitlement Offer has already closed and the results were announced to the ASX on Monday, 21 February 2022. Develop has today lodged an information booklet with the ASX, which sets out further d etails in respect of the Retail Entitlement Offer ( Retail Offer Booklet ). The Retail Offer Booklet has also been sent to Eligible Retail Shareholders.

Who is eligible?

Eligible Retail Shareholders are those persons who:

• (a) are registered as a holder of Existing Shares as at the Record Time;

• (b) as at the Record Time have a registered address in Australia or New Zealand as recorded on Develop's share register;

• (c) are not in the United States and are not acting for the account or benefit of a person in the United States (to the extent that such person is acting for the account or benefit of a person in the United States);

• (d) are not Eligible Institutional Shareholders or Ineligible Institutional Shareholders (as those terms are defined in the Retail Offer Booklet); and

• (e) are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

Notwithstanding the above, Develop may (in its absolute sole discretion) extend the Retail Entitlement Offer to any institutional shareholder who was eligible to participate in the Institutional Entitlement Offer but was not invited to participate in the Institutional Entitlement Offer and was not treated as an Ineligible Institutional Shareholder under the Entitlement Offer, (subject to compliance with applicable laws).

Why am I not eligible to participate in the Retail Entitlement Offer?

Unfortunately, according to our records you do not satisfy the criteria for an Eligible Retail Shareholder. Pursuant to ASX Listing Rule 7.7.1(b) and section 9A(3) of the Act, this letter is to inform you that under the terms of the Entitlement Offer, you are not entitled to participate in the Retail Entitlement Offer and, as such, you will not be offered any New Shares or entitlements under the Retail Entitlement Offer. You will not be sent a copy of the Retail Offer Booklet.

The restrictions upon eligibility are due to a number of factors, including the legal limitations in some countries, the relatively small number of shareholders there, the small number and value of Existing Shares they hold and the potential cost of complying with regulatory requirements in those countries. Having given consideration to these factors, Develop has determined that, pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules and section 9A(3)(a) of the Act, it would be unreasonable to extend the Retail Entitlement Offer to shareholders resident in any country outside of Australia and New Zealand.

Eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of Develop and the Lead Manager. Develop and the Lead Manager and each of their respective affiliates and related bodies corporate and each of their respective directors, officers, partners, employees, advisers and agents disclaim any liability (including for fault or negligence) in respect of any determination as to eligibility and the exercise or otherwise of that discretion, to the maximum extent permitted by law.

As the Retail Entitlement Offer is non-renounceable, entitlements in respect of the New Shares you would have been offered if you were an Eligible Retail Shareholder will lapse and you will not receive any payment or value for those entitlements. Further details in respect of the Entitlement Offer (including details of eligibility) can be found on the announcements platform of the ASX (www.asx.com.au).

On behalf of the board of directors, I thank you for your continued support of Develop.

Yours sincerely

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Bill Beament Managing Director Develop Global Limited

Further information

If you have any questions, you should seek advice from your stockbroker, accountant or other independent professional adviser or the Develop Entitlement Offer Information Line on 1300 420 709 (within Australia) or +61 1300 420 709 (outside Australia) at any time between 8:30am to 5:00pm (Sydney time) on Monday to Friday (excluding public holidays) during the Retail Entitlement Offer period.

DISCLAIMER

This letter is to inform you about the Retail Entitlement Offer. This letter is not a prospectus or offering document under Australian law or under any other law. It is for information purposes only and does not constitute an offer, invitation, solicitation, advice or recommendation to apply for, retain or purchase any entitlements or securities in Develop in any jurisdiction. You are not required to do anything in response to this letter.

The provision of this letter is not, and should not be considered as, financial product advice. The information in this letter is general information only, and does not take into account your individual objectives, taxation position, financial situation or needs. If you are unsure of your position, please contact your accountant, tax advisor, stockbroker or other professional advisor.

This letter may not be distributed or released in the United States. This letter does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States or in any other jurisdiction in which such an offer would be illegal. Any securities described in this letter have not been, and will not be, registered under the US Securities Act of 1933, as amended (US Securities Act) and may not be offered or sold, directly or indirectly, in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable securities laws of any state or other jurisdiction of the United States.