DEVELOP GLOBAL LIMITED — Capital/Financing Update 2022

Feb 16, 2022

17 February 2022

Company Announcements Platform Australian Securities Exchange Level 4 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam,

NOTICE UNDER SECTION 708AA(2)(f) OF THE CORPORATIONS ACT 2001 (AS MODIFIED)

This notice is given by DEVELOP Global Limited (ASX: DVP) ( DEVELOP or the Company ) under section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Corporations Act ).

Today, DEVELOP has announced:

• a) a fully underwritten accelerated non-renounceable entitlement offer ( Entitlement Offer ) of 1 new fully paid ordinary share in DEVELOP ( New Shares ) for every 18.6 shares in DEVELOP held as at 7.00pm (Sydney time) on Monday, 21 February 2022 by DEVELOP shareholders with registered addresses in Australia or New Zealand, or in certain other jurisdictions in which DEVELOP determines to make offers (together, Eligible Shareholders ); and

• b) a concurrent fully underwritten placement of up to 7,575,757 New Shares in DEVELOP to certain institutional investors ( Placement ), together with a further placement of up to 303,030 New Shares to certain directors of DEVELOP (subject to shareholder approval).

Where applicable, references in this notice to sections of the Corporations Act are to those sections as modified by ASIC Corporations (Non-traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 .

In respect of the Entitlement Offer, DEVELOP hereby gives notice under section 708AA(2)(f) of the Corporations Act that:

• a) DEVELOP will offer the New Shares for issue without disclosure to investors under Part 6D.2 of the Corporations Act;

• b) as at the date of this notice:

  • i. DEVELOP has complied with the provisions of Chapter 2M of the Corporations Act as they apply to DEVELOP;

  • ii. DEVELOP has complied with sections 674 and 674A of the Corporations Act; and

  • iii. DEVELOP is not aware of any information that may be "excluded information" within the meaning of sections 708AA(8) or 708AA(9) of the Corporations Act, which is required to be disclosed under section 708AA(7)(d) of the Corporations Act; and

• c) the potential effect of the issue of New Shares under the Entitlement Offer on the control of DEVELOP, and the consequences of that effect, will ultimately depend on a number of factors, including the extent to which Eligible Shareholders participate in the Entitlement Offer and broader investor demand. However, given the structure of the Entitlement Offer as a fully underwritten non-renounceable pro-rata offer, DEVELOP does not expect that the issue of New Shares under the Entitlement Offer will have a material effect on the control of DEVELOP. Some further commentary about that follows.

  • i. If all Eligible Shareholders take up all of their entitlements under the Entitlement Offer, then the Entitlement Offer will have no material effect on the control of DEVELOP.

  • ii. To the extent that an Eligible Shareholder does not take up their entitlements under the Entitlement Offer, that Eligible Shareholder's percentage holding in DEVELOP shares will be diluted by the issue of New Shares under the Entitlement Offer.

  • iii. So far as DEVELOP is aware, and based on substantial holding notices that have been lodged prior to the date of this notice, there are no DEVELOP shareholders with voting power of more than 20% in DEVELOP.

  • iv. The aggregate percentage holding in DEVELOP shares of DEVELOP shareholders with registered addresses outside of Australia and New Zealand, and certain other jurisdictions in which DEVELOP determines to make offers, will be diluted as a result of the issue of New Shares under the Entitlement Offer.

  • v. The Entitlement Offer (as well as the Placement) is fully underwritten by Canaccord Genuity (Australia) Limited.

This ASX announcement was authorised by the Board of DEVELOP.

Yours sincerely,

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TREVOR HART

Company Secretary