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FRONTIER DIGITAL VENTURES LIMITED Investor Presentation 2021

Dec 16, 2021

64907_rns_2021-12-16_d3a8f744-a282-4538-868b-0116b412e62f.pdf

Investor Presentation

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INCREASE TO 100% OWNERSHIP OF E24 AND CAPITAL RAISING 17 DECEMBER 2021

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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IMPORTANT NOTICES AND DISCLAIMER

Important notices and disclaimer

This investor presentation ( Presentation ) is dated 17 December 2021 and has been prepared by Frontier Digital Ventures Ltd (ABN 25 609 183 959) ( Frontier ). By attending an investor presentation or briefing, or accepting, accessing or reviewing this Presentation, you acknowledge and agree to the terms set out below.

This Presentation has been prepared in relation to:

  • Frontier’s acquisition (the Acquisition ) of all of the share capital in Encuentra24.com AG ( E24 ) which it does not already own.

  • a placement of new fully paid ordinary shares in Frontier ( New Shares ) to institutional investors and certain existing institutional shareholders under section 708A of the Corporations Act 2001 (Cth) ( Corporations Act ) as modified by Australian Securities and Investments

  • Commission ( ASIC ) Corporations (Disregarding Technical Relief) Instrument 2016/73 ( Placement ); and

  • an offer of New Shares to eligible Frontier shareholders in Australia and New Zealand under a share purchase plan in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ( SPP ),

(the Placement and the SPP together, the Offer ).

Summary information

This Presentation is for information purposes only and contains summary information about Frontier, its subsidiaries and its activities, which is current as at the date of this Presentation. It should be read in conjunction with Frontier’s most recent financial report and Frontier’s other periodic and continuous disclosure information lodged with the Australian Securities Exchange ( ASX ), which is available at www.asx.com.au. The content of this Presentation is provided as at the date of this Presentation (unless otherwise stated). Reliance should not be placed on information or opinions contained in this Presentation and, subject only to any legal obligation to do so, Frontier does not have any obligation to correct or update the content of this Presentation.

Certain information in this Presentation has been sourced from E24. As described further in the risk factors outlined on pages 35 – 40 of this Presentation, while steps have been taken to review that information, no representation or warranty, expressed or implied, is made as to its fairness, accuracy, correctness, completeness or adequacy.

Certain market and industry data used in this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither Frontier nor its representatives have independently verified any such market or industry data provided by third parties or industry or general publications.

Not financial product advice or offer

This Presentation does not and does not purport to contain all information necessary to make an investment decision, is not intended as investment or financial advice (nor tax, accounting or legal advice), must not be relied upon as such and does not and will not form any part of any contract or commitment for the acquisition of New Shares. Any decision to buy or sell securities or other products should be made only after seeking appropriate financial advice. This Presentation is of a general nature and does not take into consideration the investment objectives, financial situation or particular needs of any particular investor.

Any investment decision should be made solely on the basis of your own enquiries. Before making an investment in Frontier, you should consider whether such an investment is appropriate to your particular investment objectives, financial situation or needs. Frontier is not licensed to provide financial product advice in respect of its shares.

This Presentation is for information purposes only and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law (and will not be lodged with ASIC or any other foreign regulator). This Presentation is not, and does not constitute, an invitation or offer of securities for subscription, purchase or sale in any jurisdiction.

The distribution of this Presentation in jurisdictions outside Australia may be restricted by law and you should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. In particular, this Presentation may not be distributed or released in the United States. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ( U.S. Securities Act ), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States, unless they have been registered under the U.S. Securities Act (which Frontier has no obligation to do or procure) or are offered or sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable U.S. state securities laws. Refer to pages 41 – 42 of this Presentation for further details about international offer restrictions.

Investment risk

An investment in Frontier shares is subject to known and unknown risks, some of which are beyond the control of Frontier and its directors, including possible loss of income and principal invested. Frontier does not guarantee any particular rate of return or the performance of Frontier nor does it guarantee any particular tax treatment. You should have regard to the risk factors outlined on pages 35 – 40 of this Presentation when making any investment decision. Cooling off rights do not apply to the acquisition of New Shares.

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IMPORTANT NOTICES AND DISCLAIMER (CONT.)

Financial information

All financial information in this Presentation is in Australian dollars ($ or AUD) unless otherwise stated. This Presentation includes certain pro forma financial information. Any such pro forma historical financial information provided in this Presentation is for illustrative purposes only and is not represented as being indicative of Frontier’s views on its, nor anyone else’s, future financial position and/or performance. Any pro forma historical financial information has been prepared by Frontier in accordance with the measurement and recognition principles, but not the disclosure requirements, prescribed by the Australian Accounting Standards ( AAS ). In addition, the pro forma financial information in this Presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission, and such information does not purport to comply with Article 3-05 of Regulation S-X.

Investors should be aware that certain financial measures included in this Presentation are ‘non-IFRS financial information’ under ASIC Regulatory Guide 230: ‘Disclosing non-IFRS financial information’ published by ASIC and also ‘non-GAAP financial measures’ within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under AAS and International Financial Reporting Standards ( IFRS ). Such non-IFRS financial information/non-GAAP financial measures do not have a standardised meaning prescribed by AAS or IFRS. Therefore, the non-IFRS financial information may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. Although Frontier believes these non-IFRS financial measures provide useful information to investors in measuring the financial performance and condition of its business, investors are cautioned not to place undue reliance on any non-IFRS financial information/nonGAAP financial measures included in this Presentation.

Certain figures, amounts, percentages, estimates, calculations of value and fractions provided in this Presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Presentation.

Past performance

Past performance, including past share price performance of Frontier or any other entity and pro forma financial information given in this Presentation, is given for illustrative purposes only and should not be relied upon as (and is not) an indication of Frontier’s views on its future financial performance or condition. Past performance of Frontier and E24 cannot be relied upon as an indicator of (andprovides no guidance as to) the future performance of Frontier. Nothing contained in this Presentation nor any information made available to you is, or shall be relied upon as, a promise, representation, warranty or guarantee, whether as to the past, present or future.

Future performance and forward-looking statements

This Presentation contains certain “forward-looking statements”. The words “expect”, “anticipate”, “estimate”, “intend”, “believe”, “guidance”, “should”, “could”, “may”, “will”, “predict”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements, opinions and estimates provided in this Presentation are based on assumptions and contingencies that are subject to change without notice and involve known and unknown risks and uncertainties and other factors that are beyond the control of Frontier, its directors and management. This includes statements about market and industry trends, which are based on interpretations of current market conditions.

You 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 outbreak of COVID-19. Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumptions on which these statements are based. These statements may assume the success of Frontier’s business strategies. The success of any of those strategies will be realised in the period for which the forward-looking statement may have been prepared or otherwise. Readers are 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 outbreak of COVID-19, and except as required by law or regulation, none of Frontier, its representatives or advisers assumes any obligation to update these forward-looking statements. No representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this Presentation. The forward-looking statements are based on information available to Frontier as at the date of this Presentation. Except as required by law or regulation (including the ASX Listing Rules), none of Frontier, its representatives or advisers undertakes any obligation to provide any additional or updated information whether as a result of a change in expectations or assumptions, new information, future events or results or otherwise. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements.

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IMPORTANT NOTICES AND DISCLAIMER (CONT.)

Disclaimer

Bell Potter Securities Limited (ABN 25 006 390 772) and Morgans Corporate Limited (ABN 32 010 539 607) are acting as joint lead managers ( Joint Lead Managers ) to the Offer.

To the maximum extent permitted by law, Frontier, the Joint Lead Managers and their respective related bodies corporate and affiliates, and their respective officers, directors, employees, agents and advisers:

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• disclaim all responsibility and liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) for any loss arising from this Presentation or reliance on anything contained in or omitted from it or otherwise arising in connection with this Presentation;

  • disclaim any obligations or undertaking to release any updates or revision to the information in this Presentation to reflect any change in expectations or assumptions; and

  • do not make any representation or warranty, express or implied, as to the accuracy, reliability, completeness of the information in this Presentation or that this Presentation contains all material information about Frontier or that a prospective investor or purchaser may

  • require in evaluating a possible investment in Frontier or acquisition of shares in Frontier, or likelihood of fulfilment of any forward-looking statement or any event or results expressed or implied in any forward-looking statement.

You acknowledge and agree that determination of eligibility of investors for the purposes of the Offer is determined by reference to a number of matters, including legal requirements and the discretion of Frontier and the Joint Lead Managers and each of Frontier and the Joint Lead Manager disclaim 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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TABLE OF CONTENTS

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6

FDV overview

11

Acquisition details and capital raising

Encuentra24 overview 14

20

FDV LATAM at full potential

Additional information 28

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FDV OVERVIEW

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GLOBAL OPPORTUNITY

Our mission is to become the leading global operator of online marketplaces in emerging markets

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A$0.5B A$23B A$236B
Market capitalisation Market capitalisation Market capitalisation
(ASX:FDV) (OL:ADE) (AEX:PRX)
Global portfolio of online Global portfolio of online Global portfolio of leading
marketplaces in emerging markets marketplaces in developed markets consumer internet companies
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“With the large global players reshaping their portfolios to focus on more mature markets, our portfolio of the best emerging markets businesses provides us with a clear pathway to be a global player.”

“We provide technology-based services to connect buyers and sellers and facilitate transactions, from job offers to real estate, cars, consumer goods and more.”

“We believe in the power of local backed by global scale and we look for opportunities to address big societal needs in markets where we see the greatest growth potential.

Note: Market capitalisation data as at 14 December 2021. Source: Bloomberg and quotes from Adevinta and Prosus company websites

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MARKET LEADING BUSINESSES

FDV Group structured across three key geographic regions to support FDV at full potential

FDV Group

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FDV LATAM FDV Asia FDV MENA
#1 property portal #1 auto portal
Pakistan Pakistan
#1 general marketplace #1 general marketplace
Morocco Tunisia
#1 property portal Uruguay , #1 property and auto portal
Paraguay and Bolivia Chile #1 auto portal #1 property portal
Philippines Myanmar
#1 auto portal #1 property portal
Morocco Nigeria
#1 property portal Property transaction business
Leading general marketplace #1 real estate portal Sri Lanka Philippines
in Central America Colombia
#1 auto portal #1 property portal
Ghana
Myanmar
Annualised revenue [1] : A$38m (US$27m) Annualised revenue [1] : A$22m (US$16m) Annualised revenue [1] : A$9m (US$6m)
~55% of FDV Group revenue ~32% of FDV Group revenue ~13% of FDV Group revenue
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Note: Market leadership positions throughout this Presentation are based on SimilarWeb, which ranks websites based on metrics including site visits and average visit duration during October 2021.

  1. Annualised revenue for 3Q 2021 on an FDV % share basis, which does not account for expected revenue growth across the portfolio. Assumes A$:US$ rate of A$:US$0.70. Further details in relation to ownership and financial information is provided at the end of this presentation.

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FDV GROUP QUARTERLY HIGHLIGHTS – 3Q 2021

Milestone quarter as FDV approaches cash flow breakeven

ilestone quarter as DV approaches cash f low breakeven
244% A$1.2m A$17.3m A$4.3m A$17.2m
Increase in Group Record portfolio Record quarterly Standout quarterly Group cash position
cash receipts on prior EBITDA¹ portfolio revenue¹ revenue¹ from as at
corresponding period InfoCasas 30 September 2021
(pcp)
Resulting in operating cash With 11 of 16 operating Increasing 248% on pcp, Increasing 224% on pcp, as Providing significant funding
outflows of only A$0.4m in companies reporting with organic growth and transaction volumes flexibility as FDV approaches
3Q 2021 positive EBITDA in 3Q 2021 strategic acquisitions accelerate across all regions cash flow breakeven
accelerating FDV's revenue
trajectory
  1. On an FDV % share basis

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RAPID GROWTH TRAJECTORY

Continued strong performance underpinned by organic growth and strategic acquisitions

Operating company revenue since IPO

Operating company revenue since IPO

(A$m, 100% basis)

(A$m, FDV % share basis)

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34.6¹
62.6¹
50.3 Illustrative Illustrative
4Q 2021
4Q 2021 24.2 17.3
Onset of COVID-19 31.3 based on
based on
3Q 2021
3Q 2021
36.0
34.9
Onset of COVID-19
31.0
27.1 14.0
22.4 11.8
10.4
17.9 9.8
14.5 3Q 2021 7.8 3Q 2021
11.1 31.3 (actual) 5.0 6.2 17.3 (actual)
8.4
3.5
2.4
Pro forma Pro forma
2H16 1H17 2H17 1H18 2H18 1H19 2H19 1H20 2H20 1H21 2H16 1H17 2H17 1H18 2H18 1H19 2H19 1H20 2H20 1H21
2H21F 2H21F
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Note: Figures are for entities with continuing operations as at 30 September 2021

  1. Pro forma 2H21 revenue assumes illustrative 4Q 2021 based on actual revenue from 3Q 2021

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ACQUISITION DETAILS AND CAPITAL RAISING

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ACQUISITION DETAILS AND CAPITAL RAISING

Acquisition details

Frontier Digital Ventures (“FDV”) is acquiring all outstanding issued capital of Encuentra24 (“E24”), a leading general classifieds marketplace in Panama, Costa Rica, Guatemala, El Salvador and Nicaragua

  • FDV to acquire from OLX Group its 37.5% interest for upfront cash consideration of A$13.1m (US$9.2m)

  • FDV to acquire from the E24 founders their 36.2% interest for consideration, based on the achievement of certain performance metrics for FY22

Offer structure and size

Non-underwritten institutional placement (“ Placement ”) has successfully raised A$35.0m via the issue of 23.3 million New Shares (equivalent to 6.8% of FDV’s current shares outstanding)

  • FDV also intends to offer eligible shareholders the opportunity to participate in a Share Purchase Plan (“SPP”) to raise up to approximately A$5.0m New Shares issued under the Placement and SPP will rank equally with existing FDV shares

Offer price

New shares under the Placement will be issued at a price of A$1.50 per share, representing a 5.1% discount to the last close of A$1.580 per share and a 2.3% discount to the 15-day Volume Weighted Average Price (VWAP) of A$1.5350 per share

Use of funds

Expected use of funds Amount
Upfront cash consideration relating to E24 OLX component
A$13.1m (US$9.2m)
Balance sheet flexibility to fund M&A pipeline and deferred/contingent consideration
A$21.9m (US$15.3m)
Total use of funds A$35.0m (US$24.5m)

Share purchase plan

FDV also intends to offer eligible shareholders the opportunity to participate in the SPP and apply for up to A$30,000 of New Shares, to raise up to approximately A$5.0m

  • Funds raised via the SPP (excluded from the table above) will be used for additional balance sheet flexibility

  • The SPP, which is not underwritten, is expected to be launched at the same price as the Placement (offer price of A$1.50 per share)

  • Record date for determining eligibility for SPP is 7.00pm AEDT on Thursday, 16 December 2021

  • FDV reserves the right to increase the size of the SPP or to scale back applications in its absolute discretion

  • Further details in the relation to the SPP including timetable will be provided to eligible shareholders in an SPP booklet expected to be released following the Placement

Note: Assumes A$:US$ rate of A$:US$0.70

  1. OLX Group is the online classifieds business of Prosus, a global consumer internet group and one of the largest technology investors in the world. Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and a secondary listing on the JSE Limited (XJSE:PRX) and is majority-owned by Naspers

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INDICATIVE TIMETABLE

INDICATIVE TIMETABLE INDICATIVE TIMETABLE
Record date for share purchase plan (SPP) 7pm AEDT, Thursday, 16 December 2021
Announcement of acquisition and capital raising and outcome of Placement – trading halt lifted (shares recommence trading
on ASX)
Friday, 17 December 2021
Settlement of institutional placement Wednesday, 22 December 2021
Allotment and normal trading of new shares under the institutional placement Thursday, 23 December 2021
SPP offer opens and SPP booklet dispatched Thursday, 23 December 2021
SPP offer closes Friday, 14 January 2022
Announcement of results of SPP and allotment of new shares under the SPP offer Friday, 21 January 2022
Normal trading of SPP shares and dispatch of holding statements Monday, 24 January 2022

Note: All dates are subject to change without notice and are indicative only. The Company, in consultation with the Joint Lead Managers, reserves the right to vary these dates without prior notice

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ENCUENTRA24 OVERVIEW

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OVERVIEW OF ENCUENTRA24

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A leading online marketplace platform across 5 key LATAM markets

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ENCUENTRA24 OVERVIEW:

  • Annualised revenue[1] : • Market leading general classifieds portal in Panama, Costa Rica, Guatemala, Nicaragua and El Salvador[2]

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A$8.8m
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  • Strong presence across key property and auto verticals with limited competition across many markets

  • MercadoLibre pivoting to an Amazon-style new product model, which positions Encuentra24 well for future growth

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(US$6.2m)
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STRONG OPERATIONAL METRICS[3] :

3Q 2021 EBITDA[1] :

A$184k (US$129k)

  • 9.6m monthly sessions and 1.4m leads provide significant monetisation opportunities

  • Strong brand position and 2.5m mobile users , creating strong engagement with the platform

  • Significant opportunity to drive transactions with 69% and 51% market penetration[4] of real estate agencies in Costa Rica and Panama, respectively

Note: Assumes A$:US$ rate of A$:US$0.70

  1. Revenue and EBITDA on 100% share basis. Annualised revenue for 3Q 2021, which does not account for expected revenue growth across the portfolio

  2. Based on SimilarWeb, which ranks websites based on metrics including site visits and average visit duration during October 2021

  3. All operating metrics as at October 2021

  4. Based on management estimates, having regard to the total estimated number of real estate agencies in the respective countries and the number of real estate agencies using E24’s platform

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SIGNIFICANT GROWTH POTENTIAL

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Established marketplace with significant opportunity to accelerate transaction model across large markets

REVENUE BY VERTICAL

(YTD 2021, 100% share)

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Auto
18%
Property
General
63%
19%
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Bias towards higher value property verticals

REVENUE BY COUNTRY

(YTD 2021, 100% share)

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Other [1] 9%
Costa Rica Panama
63%
28%
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Bias towards large markets in Central America

REVENUE BY SOURCE

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(YTD 2021, 100% share)
Transactions
Advertising
<0.5%
9%
Classifieds
91%
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Transformational opportunity to augment traditional classifieds revenue with high margin transaction revenue

  1. Other includes Guatemala (3%), El Salvador (3%) and Nicaragua (3%)

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REVENUE OPPORTUNITIES

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Early traction with transaction model shows potential for future revenue opportunities

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Strengthen core Expand C2C Property and auto classifieds transaction transactions business offering Further monetisation of classifieds Two Consumer-to-Consumer (C2C) Strong brand, traffic and leads revenue base underpinned by transaction initiatives for new and provides foundation to further Encuentra24’s strong market used general goods launched in 2Q accelerate property transactions, position 2021 and 4Q 2021 respectively , with 19 new property projects closing 920 transactions active and 112 in the pipeline Optimise marketplace content to drive increased traffic and leads Planned expansion of the C2C Increase penetration with auto offering across all of Encuentra24‘s dealers across the region markets

Key focus

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VALUE INFLECTION POINT

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Encuentra24’s sustained trend towards positive EBITDA provides the opportune time to increase ownership

Encuentra24 EBITDA margin

(EBITDA as a % of revenue, 100% share basis)

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Half year Quarter
1H16 2H16 1H17 2H17 1H18 2H18 1H19 2H19 1H20 2H20 1H21 3Q21
Onset of COVID-19 9% 8%
6%
2%
(1%)
(6%) (7%)
(9%)
(17%) (17%)
(30%) Increase to 100% ownership provides
(34%) FDV with greater control to drive
anticipated long-term sustainable
growth
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MATERIAL FINANCIAL CONTRIBUTION

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Encuentra24 increase in ownership boosts FDV Group’s 2021 pro forma revenue by 11%

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FDV LATAM revenue growth

FDV Group revenue growth

(A$m, pro forma unaudited, FDV % share basis)

(A$m, pro forma unaudited, FDV % share basis)

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11% increase in FDV Group
Illustrative 2021 pro forma revenue
4Q 2021 65.1
based on 58.9
6.2
3Q 2021
17.3
3Q 2021
17.3
(actual)
23.7
1H 2021
24.2
(actual)
FY20A FY21F (pro forma FY21F (pro forma
incl. E24 at 26% incl. E24 at 100%
ownership)¹ ownership) for full
year FY21
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21% increase in FDV LATAM
2021 pro forma revenue
Illustrative 36.1
4Q 2021
based on 29.9 6.2
3Q 2021
9.5
3Q 2021
9.5
(actual)
6.7
1H 2021
10.8
(actual)
FY20A FY21F (pro forma FY21F (pro forma
incl. E24 at 26% incl. E24 at 100%
ownership)¹ ownership) for full
year FY21
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Note: Figures are for entities with continuing operations as at 30 September 2021. 1. Pro forma FY21 revenue assumes illustrative 4Q 2021 based on actual revenue from 3Q 2021

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FDV LATAM AT FULL POTENTIAL

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TRANSACTION RATIONALE: FULL OWNERSHIP OF FDV LATAM

Highly strategic position across the region with 100% ownership to unlock the value of FDV LATAM

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Benefits of full control of the region

FDV ownership (%)

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100% ownership across FDV LATAM to facilitate greater sharing of FDV LATAM’s highly scalable transaction model technology

Sharing of intellectual property is a key enabler of FDV’s strategy to accelerate revenue growth across the region and unlock the value of FDV LATAM

Significant operating efficiencies relating to potential cost savings, including across finance, legal, HR and IT

Common language (Spanish) across FDV LATAM fosters greater collaboration, innovation and knowledge sharing

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1
100%
100%
#1
100%
#1
100%
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Note: FDV LATAM includes Uruguay, Paraguay, Peru, Bolivia, Chile, Colombia, Panama, Costa Rica, Guatemala, El Salvador and Nicaragua. Market leadership positions are based on SimilarWeb, which ranks websites based on metrics including site visits and average visit duration during October 2021.

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EVOLUTION TOWARDS TRANSACTIONS

Observed increase in change in consumer behaviour towards purchasing higher value items online

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Low cost Mid cost High cost Largest consumer purchase High frequency Regular frequency Low frequency E.g. Streaming services, rideshare, E.g. Travel and accommodation Vehicles Real estate online shopping

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Online marketplaces act as intermediaries in emerging markets, formalising property and auto markets and providing a more trusted environment for buyers and sellers

Source: Boston Consulting Group, ‘Will Consumers Finally Be Able to Buy New Cars Online?’, https://www.bcg.com/publications/2020/impact-of-coronavirus-on-purchasing-new-cars-online

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SIGNIFICANT UPSIDE POTENTIAL

Augmenting traditional classifieds revenue with transaction revenue underpins anticipated long-term growth

==> picture [806 x 328] intentionally omitted <==

----- Start of picture text -----

Traditional online classifieds Transaction-based marketplaces
$
$
Advertising Advertising
Buyer Seller
Buyer Seller
Facilitate and
participate in the
>5x
transaction e.g.
sales commissions market size of
and marketing of traditional
new projects classifieds revenue [1]
Trusted portals become marketplaces where consumers complete
Listings on portals attract buyers who transact with sellers offline
more of the transaction within the portal, providing significant
while the portal collects advertising revenue
----- End of picture text -----

Traditional online classifieds

Trusted portals become marketplaces where consumers complete more of the transaction within the portal, providing significant opportunities to collect more of the economic event

Listings on portals attract buyers who transact with sellers offline while the portal collects advertising revenue

  1. Based on breakdown of Zameen’s 3Q 2021 revenue

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CASE STUDY – InfoCasas

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Proprietary technology powering each step of the transaction journey

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AI-powered digital sales engine Proprietary lead Optimised marketing ~~Big data~~ 24/7 sales assista ~~nt~~ Digital open days Transaction event segmentation outreach Intelligent Proprietary models Machine learning Virtual sales engine Digital open days Sales commission tools segment users based on algorithm automates proactively communicates connect qualified generated on 963 demographic and tailored marketing with groups of high quality, buyers with a real transactions YTD engagement variables, campaigns filtered leads estate agent 2021 , compared with that are continously 185 in 2020

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Intelligent Proprietary models communication tools segment users based on interact with InfoCasas‘ demographic and 1.7m monthly visitors¹ engagement variables, to ascertain their that are continously preferences updated and improved

Note: YTD 2021 relates to year to 30 September 2021

  1. As at October 2021

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TRANSACTION REVENUE OPPORTUNITY

Encuentra24 expected to follow in the footsteps of InfoCasas and its successful transaction revenue model

InfoCasas revenue

==> picture [904 x 328] intentionally omitted <==

----- Start of picture text -----

Value
catalysts Market intermediary (A$m, unaudited 100% share basis)
facilitating
transactions <5% transaction Approx. 5 – 20% transaction revenue >20%
revenue
8.7
Early stage
transactions Illustrative
4Q 2021
4.3
Onset of based on
COVID-19
3Q 2021
4.5
Marketplace
3.8 3.8
creation
2.2 2.1
Classifieds 1.7 4.3 3Q 2021
1.1 (actual)
leadership 0.4 0.5 0.6 0.8
Pro
1H 2H 1H 2H 1H 2H 1H 2H 1H 2H 1H
forma
2016 2016 2017 2017 2018 2018 2019 2019 2020 2020 2021
2H21F
----- End of picture text -----

Time

  1. Pro forma 2H21 revenue assumes illustrative 4Q 2021 based on actual revenue from 3Q 2021

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REALISING FDV LATAM’S FULL POTENTIAL

Demonstrated ability to transform classifieds businesses into high growth transactional marketplaces

==> picture [866 x 350] intentionally omitted <==

----- Start of picture text -----

Transactions are a >5x revenue InfoCasas - proven success with Technology for transactions being
opportunity¹ technology-led transaction model shared across FDV LATAM
Classifieds
revenue
830% Successfully closed 25 transactions in CY21,
(3Q 2021)
$1.0m with 100 new property projects in the pipeline
$2.5m
(15%)
Trials with developers for new housing
$13.7m projects underway
(85%)
Transaction $0.1m
Expansion of C2C transaction offering for new
revenue
and used general goods, with focus now on
(3Q 2021) Transaction Transaction
accelerating property and auto transactions
revenue (3Q 2020) revenue (3Q 2021)
----- End of picture text -----

Successfully closed 25 transactions in CY21, with 100 new property projects in the pipeline

Expansion of C2C transaction offering for new and used general goods, with focus now on accelerating property and auto transactions

Note: Revenue figures shown on 100% share basis

  1. Based on breakdown of Zameen’s 3Q 2021 revenue

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----- Start of picture text -----

market
This
and
FDV
----- End of picture text -----

FOCUS ON SHAREHOLDER VALUE

We are excited to be increasing our ownership in Encuentra24, a market leading general classifieds marketplace across 5 LATAM markets. This transaction unlocks the value of FDV LATAM with 100% ownership and control, enabling the sharing of our transaction model IP and technology across the region.

FDV LATAM represents a significant standalone business under FDV Group’s new regional structure, with this acquisition enhancing the longterm growth profile and optionality for future monetisation opportunities.

While always very mindful of dilution to existing shareholders, we saw this measured capital raising as an opportunity to broaden our shareholder base. We are grateful for the ongoing support shown by our institutional shareholders and are delighted to welcome several specialist emerging market funds from North America, Asia and Europe.

  • Shaun Di Gregorio, Founder and CEO

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ADDITIONAL INFORMATION

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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FDV’S CAPITAL RAISING HISTORY

Track record of raising capital efficiently, with shareholder value front of mind

FDV’s primary and secondary capital raising history Offer price (A$)

Share price at last close (14-Dec-21)

==> picture [25 x 10] intentionally omitted <==

----- Start of picture text -----

1.58
----- End of picture text -----

Offer price (A$) 1.58
0.50
0.65
0.78
0.98
1.25
A$108m
A$144m
A$194m
A$265m
A$413m
A$30.0m
IPO
A$14.4m
Entitlement Offer
A$5.2m
Placement
A$6.5m
Placement
A$99.1m
Placement &
Entitlement Offer
N/A
Last close: (7.8%)
15-day VWAP: (5.1%)
Last close: (1.9%)
15-day VWAP: (0.8%)
Last close: (4.9%)
15-day VWAP: +1.3%
Last close: (20.1%)
15-day VWAP: (2.7%)
Investment in
operating companies
Investment in
operating companies
Investment in
operating companies
Growth capital
Acquisitions and
growth capital
Dec-21
Aug-16
Dec-19
May-18
Jul-20
Oct-20
Market capitalisation at
last close
Amount raised / Structure
(Discount) / Premium
Use of Funds

Source: Company disclosures, IRESS

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CORPORATE OVERVIEW

FDV has a strong balance sheet, and its shares are tightly held

Share price performance since IPO

Substantial shareholders

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==> picture [424 x 230] intentionally omitted <==

----- Start of picture text -----

$1.90
$1.70
$1.50
$1.30
$1.10
$0.90
$0.70
$0.50
$0.30
Aug-16 Feb-17 Aug-17 Feb-18 Aug-18 Feb-19 Aug-19 Feb-20 Aug-20 Feb-21 Aug-21
----- End of picture text -----

Board of Directors

Anthony Klok Non-Executive Chairman Shaun Di Gregorio Founder and CEO Frances Po Non-Executive Director Mark Licciardo Non-Executive Director and Company Secretary

Catcha Group (Patrick Grove and Luke Elliott) 13.1%
Shaun Di Gregorio (Founder and CEO) 10.9%
Barca Global Master Fund 7.4%
SmallCo Investment Manager 7.3%
Financial information
Share price (14-Dec-21) $1.58
52-week trading range (low / high) $1.18 / $2.04
Shares on issue 343.0m1
Market capitalisation (14-Dec-21) A$543.7m
Cash (30-Sept-21) A$17.2m
Debt (30-Sept-21) N/A
Enterprise value A$526.5m
Indices
S&P/ASX All Technology Index (ASX:XTX)
All Ordinaries Index (ASX:XAO)
Research Coverage
Bell Potter; Morgans

Source: IRESS.

  1. Excludes 450,000 Director options which are subject to the achievement of vesting conditions

30

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STRONG TRACK RECORD OF LONG-TERM VALUE CREATION

==> picture [83 x 83] intentionally omitted <==

Founder and CEO Shaun Di Gregorio

==> picture [167 x 48] intentionally omitted <==

  • One of the top global online marketplace executives with a strong track record of long-term value creation

  • Former CEO of iPropertyGroup (ASX: IPP) and General Manager at REA Group

  • Spearheaded the transformation of iProperty Group from a US$15m small online business into the largest listed internet company in ASEAN with a market capitalisation of US$600m

• As General Manager of the core Australian REA Group business and one of its global leaders, grew the business alongside a team of 8 people with revenue of A$5m into a company with more than 300 staff and revenue exceeding A$150m

REA Group (ASX: REA)

iPropertyGroup (ASX: IPP)

FDV (ASX: FDV)

==> picture [888 x 159] intentionally omitted <==

----- Start of picture text -----

8 4.0
4.0
Tenure at REA Tenure at IPP FDV FDV
(2001-2009) (2010-2014) (private) (ASX-listed)
6 3.0
3.0
4 2.0 2.0
2 Advertising revenues 1.0 1.0
- - 0.0
2001 2002 2003 2004 2005 2006 2007 2008 2009 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
----- End of picture text -----

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S&P/ASX ALL TECHNOLOGY INDEX INCLUSION

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All Tech index inclusion an important step on the anticipated pathway to the S&P/ASX 300 Index

Significant benefits to index inclusion

Interactive Media & Services constituents

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==> picture [40 x 40] intentionally omitted <==

==> picture [47 x 36] intentionally omitted <==

t benefits to index inclusion Interactive Media & Services constituents
Enhanced size and liquidity profile facilitates
expected pathway to further index inclusions
Provides access to the fastest growing sector on
the ASX through a single index
Enhanced profile for technology companies
Increased exposure to market participants and
mandate driven investment
Ticker
Market cap (A$)
ASX:REA
21.4bn
ASX:SEK
12.5bn
ASX:CAR
7.4bn
ASX:DHG
3.3bn
ASX:FDV
0.5bn
ASX:HPG
0.5bn

Note: Market capitalisation data as at 14 December 2021. Source: Bloomberg

32

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FINANCIAL PROFILES – 100% basis

FDV to have 100% ownership of FDV LATAM post this acquisition

o have 100% ownership of FDV LATAM post this acquisition
Accounting
treatment
FDV ownership
(%)
3Q 2021 Revenue A$ (100%
basis)
3Q 2020 Revenue A$ (100%
basis)
Growth(% in A$)
FDV LATAM
11,160,836
2,958,228
InfoCasas
Consolidated
100%
4,326,118
1,335,728
224%
Yapo
Consolidated
100%
2,528,180
n.a.
n.a.
Encuentra24
Consolidated
26%
2,193,781
1,622,500
35%
Fincaraíz
Consolidated
100%
2,112,757
n.a.
n.a.
FDV Asia
17,874,043
11,107,704
Zameen
Equityaccounted
30%
16,142,043
9,633,677
68%
PakWheels
Equityaccounted
37%
716,052
368,484
94%
AutoDeal
Consolidated
56%
504,277
431,104
17%
iMyanmarhouse
Consolidated
53%
212,011
226,678
(6%)
LankaPropertyWeb
Consolidated
53%
171,404
167,925
2%
Hoppler
Consolidated
51%
110,926
154,284
(28%)
CarsDB
Consolidated
65%
17,330
125,552
(86%)
FDV MENA
2,302,416
316,171
Avito
Consolidated
100%
1,683,645
n.a.
n.a.
West Africa¹
Consolidated
N/A
249,323
171,729
45%
Tayara
Consolidated
100%
203,787
n.a.
n.a.
Moteur
Consolidated
100%
165,661
144,442
15%
Total revenue
31,337,296
14,382,104
118%
Total revenue(excluding new entities²)
24,808,926
14,382,104
72%
o have 100% ownership of FDV LATAM post this acquisition
Accounting
treatment
FDV ownership
(%)
3Q 2021 Revenue A$ (100%
basis)
3Q 2020 Revenue A$ (100%
basis)
Growth(% in A$)
FDV LATAM
11,160,836
2,958,228
InfoCasas
Consolidated
100%
4,326,118
1,335,728
224%
Yapo
Consolidated
100%
2,528,180
n.a.
n.a.
Encuentra24
Consolidated
26%
2,193,781
1,622,500
35%
Fincaraíz
Consolidated
100%
2,112,757
n.a.
n.a.
FDV Asia
17,874,043
11,107,704
Zameen
Equityaccounted
30%
16,142,043
9,633,677
68%
PakWheels
Equityaccounted
37%
716,052
368,484
94%
AutoDeal
Consolidated
56%
504,277
431,104
17%
iMyanmarhouse
Consolidated
53%
212,011
226,678
(6%)
LankaPropertyWeb
Consolidated
53%
171,404
167,925
2%
Hoppler
Consolidated
51%
110,926
154,284
(28%)
CarsDB
Consolidated
65%
17,330
125,552
(86%)
FDV MENA
2,302,416
316,171
Avito
Consolidated
100%
1,683,645
n.a.
n.a.
West Africa¹
Consolidated
N/A
249,323
171,729
45%
Tayara
Consolidated
100%
203,787
n.a.
n.a.
Moteur
Consolidated
100%
165,661
144,442
15%
Total revenue
31,337,296
14,382,104
118%
Total revenue(excluding new entities²)
24,808,926
14,382,104
72%
o have 100% ownership of FDV LATAM post this acquisition
Accounting
treatment
FDV ownership
(%)
3Q 2021 Revenue A$ (100%
basis)
3Q 2020 Revenue A$ (100%
basis)
Growth(% in A$)
FDV LATAM
11,160,836
2,958,228
InfoCasas
Consolidated
100%
4,326,118
1,335,728
224%
Yapo
Consolidated
100%
2,528,180
n.a.
n.a.
Encuentra24
Consolidated
26%
2,193,781
1,622,500
35%
Fincaraíz
Consolidated
100%
2,112,757
n.a.
n.a.
FDV Asia
17,874,043
11,107,704
Zameen
Equityaccounted
30%
16,142,043
9,633,677
68%
PakWheels
Equityaccounted
37%
716,052
368,484
94%
AutoDeal
Consolidated
56%
504,277
431,104
17%
iMyanmarhouse
Consolidated
53%
212,011
226,678
(6%)
LankaPropertyWeb
Consolidated
53%
171,404
167,925
2%
Hoppler
Consolidated
51%
110,926
154,284
(28%)
CarsDB
Consolidated
65%
17,330
125,552
(86%)
FDV MENA
2,302,416
316,171
Avito
Consolidated
100%
1,683,645
n.a.
n.a.
West Africa¹
Consolidated
N/A
249,323
171,729
45%
Tayara
Consolidated
100%
203,787
n.a.
n.a.
Moteur
Consolidated
100%
165,661
144,442
15%
Total revenue
31,337,296
14,382,104
118%
Total revenue(excluding new entities²)
24,808,926
14,382,104
72%
o have 100% ownership of FDV LATAM post this acquisition
Accounting
treatment
FDV ownership
(%)
3Q 2021 Revenue A$ (100%
basis)
3Q 2020 Revenue A$ (100%
basis)
Growth(% in A$)
FDV LATAM
11,160,836
2,958,228
InfoCasas
Consolidated
100%
4,326,118
1,335,728
224%
Yapo
Consolidated
100%
2,528,180
n.a.
n.a.
Encuentra24
Consolidated
26%
2,193,781
1,622,500
35%
Fincaraíz
Consolidated
100%
2,112,757
n.a.
n.a.
FDV Asia
17,874,043
11,107,704
Zameen
Equityaccounted
30%
16,142,043
9,633,677
68%
PakWheels
Equityaccounted
37%
716,052
368,484
94%
AutoDeal
Consolidated
56%
504,277
431,104
17%
iMyanmarhouse
Consolidated
53%
212,011
226,678
(6%)
LankaPropertyWeb
Consolidated
53%
171,404
167,925
2%
Hoppler
Consolidated
51%
110,926
154,284
(28%)
CarsDB
Consolidated
65%
17,330
125,552
(86%)
FDV MENA
2,302,416
316,171
Avito
Consolidated
100%
1,683,645
n.a.
n.a.
West Africa¹
Consolidated
N/A
249,323
171,729
45%
Tayara
Consolidated
100%
203,787
n.a.
n.a.
Moteur
Consolidated
100%
165,661
144,442
15%
Total revenue
31,337,296
14,382,104
118%
Total revenue(excluding new entities²)
24,808,926
14,382,104
72%
o have 100% ownership of FDV LATAM post this acquisition
Accounting
treatment
FDV ownership
(%)
3Q 2021 Revenue A$ (100%
basis)
3Q 2020 Revenue A$ (100%
basis)
Growth(% in A$)
FDV LATAM
11,160,836
2,958,228
InfoCasas
Consolidated
100%
4,326,118
1,335,728
224%
Yapo
Consolidated
100%
2,528,180
n.a.
n.a.
Encuentra24
Consolidated
26%
2,193,781
1,622,500
35%
Fincaraíz
Consolidated
100%
2,112,757
n.a.
n.a.
FDV Asia
17,874,043
11,107,704
Zameen
Equityaccounted
30%
16,142,043
9,633,677
68%
PakWheels
Equityaccounted
37%
716,052
368,484
94%
AutoDeal
Consolidated
56%
504,277
431,104
17%
iMyanmarhouse
Consolidated
53%
212,011
226,678
(6%)
LankaPropertyWeb
Consolidated
53%
171,404
167,925
2%
Hoppler
Consolidated
51%
110,926
154,284
(28%)
CarsDB
Consolidated
65%
17,330
125,552
(86%)
FDV MENA
2,302,416
316,171
Avito
Consolidated
100%
1,683,645
n.a.
n.a.
West Africa¹
Consolidated
N/A
249,323
171,729
45%
Tayara
Consolidated
100%
203,787
n.a.
n.a.
Moteur
Consolidated
100%
165,661
144,442
15%
Total revenue
31,337,296
14,382,104
118%
Total revenue(excluding new entities²)
24,808,926
14,382,104
72%
Accounting
treatment
FDV ownership
(%)
3Q 2021 Revenue A$ (100%
basis)
3Q 2020 Revenue A$ (100%
basis)
Growth(% in A$)
FDV LATAM 11,160,836 2,958,228
InfoCasas
Consolidated
100%
4,326,118 1,335,728 224%
Yapo
Consolidated
100%
2,528,180 n.a. n.a.
Encuentra24
Consolidated
26%
2,193,781 1,622,500 35%
Fincaraíz
Consolidated
100%
2,112,757 n.a. n.a.
FDV Asia 17,874,043 11,107,704
Zameen
Equityaccounted
30%
16,142,043 9,633,677 68%
PakWheels
Equityaccounted
37%
716,052 368,484 94%
AutoDeal
Consolidated
56%
504,277 431,104 17%
iMyanmarhouse
Consolidated
53%
212,011 226,678 (6%)
LankaPropertyWeb
Consolidated
53%
171,404 167,925 2%
Hoppler
Consolidated
51%
110,926 154,284 (28%)
CarsDB
Consolidated
65%
17,330 125,552 (86%)
FDV MENA 2,302,416 316,171
Avito
Consolidated
100%
1,683,645 n.a. n.a.
West Africa¹
Consolidated
N/A
249,323 171,729 45%
Tayara
Consolidated
100%
203,787 n.a. n.a.
Moteur
Consolidated
100%
165,661 144,442 15%
Total revenue 31,337,296 14,382,104 118%
Total revenue(excluding new entities²) 24,808,926 14,382,104 72%

Note: Results figures quoted for entities with continuing operations as at 30 September 2021. A number of increases in ownershipand acquisitions occurred throughout the period. For further details, see ‘Quarterly Activity Report and Appendix 4C’, 28 October 2021

  1. West Africa includes PropertyPro (Nigeria: 39% owned) and MeQasa (Ghana; 69% owned)

  2. New entities refers to Fincaraíz, Avito, Tayara and Yapo

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FINANCIAL PROFILES – FDV % share

FDV to have 100% ownership of FDV LATAM post this acquisition

Accounting
treatment
FDV ownership
(%)
3Q 2021 Revenue A$ (FDV %
basis)
3Q 2020 Revenue A$ (FDV %
basis)
Growth(% in A$)
FDV LATAM
9,543,800
1,189,999
InfoCasas
Consolidated
100%
4,326,118
696,448
521%
Yapo
Consolidated
100%
2,528,180
n.a.
n.a.
Fincaraíz
Consolidated
100%
2,112,757
n.a.
n.a.
Encuentra24
Consolidated
26%
576,745
493,551
17%
FDV Asia
5,616,706
3,618,138
Zameen
Equityaccounted
30%
4,803,872
2,890,104
66%
PakWheels
Equityaccounted
37%
263,793
135,757
94%
AutoDeal
Consolidated
56%
281,336
240,513
17%
iMyanmarhouse
Consolidated
53%
111,581
119,303
(6%)
LankaPropertyWeb
Consolidated
53%
90,861
89,018
2%
Hoppler
Consolidated
51%
54,031
62,072
(13%)
CarsDB
Consolidated
65%
11,232
81,371
(86%)
FDV MENA
2,177,128
168,706
Avito
Consolidated
100%
1,683,645
n.a.
n.a.
Tayara
Consolidated
100%
203,787
n.a.
n.a.
Moteur
Consolidated
100%
165,661
81,337
104%
West Africa1
Consolidated
N/A
124,035
87,369
42%
Total revenue
17,337,635
4,976,843
248%
Total revenue(excluding new entities²)
10,809,266
4,976,843
117%
o have 100% ownership of FDV LATAM post this acquisition
Accounting
treatment
FDV ownership
(%)
3Q 2021 Revenue A$ (FDV %
basis)
3Q 2020 Revenue A$ (FDV %
basis)
Growth(% in A$)
FDV LATAM
9,543,800
1,189,999
InfoCasas
Consolidated
100%
4,326,118
696,448
521%
Yapo
Consolidated
100%
2,528,180
n.a.
n.a.
Fincaraíz
Consolidated
100%
2,112,757
n.a.
n.a.
Encuentra24
Consolidated
26%
576,745
493,551
17%
FDV Asia
5,616,706
3,618,138
Zameen
Equityaccounted
30%
4,803,872
2,890,104
66%
PakWheels
Equityaccounted
37%
263,793
135,757
94%
AutoDeal
Consolidated
56%
281,336
240,513
17%
iMyanmarhouse
Consolidated
53%
111,581
119,303
(6%)
LankaPropertyWeb
Consolidated
53%
90,861
89,018
2%
Hoppler
Consolidated
51%
54,031
62,072
(13%)
CarsDB
Consolidated
65%
11,232
81,371
(86%)
FDV MENA
2,177,128
168,706
Avito
Consolidated
100%
1,683,645
n.a.
n.a.
Tayara
Consolidated
100%
203,787
n.a.
n.a.
Moteur
Consolidated
100%
165,661
81,337
104%
West Africa1
Consolidated
N/A
124,035
87,369
42%
Total revenue
17,337,635
4,976,843
248%
Total revenue(excluding new entities²)
10,809,266
4,976,843
117%
o have 100% ownership of FDV LATAM post this acquisition
Accounting
treatment
FDV ownership
(%)
3Q 2021 Revenue A$ (FDV %
basis)
3Q 2020 Revenue A$ (FDV %
basis)
Growth(% in A$)
FDV LATAM
9,543,800
1,189,999
InfoCasas
Consolidated
100%
4,326,118
696,448
521%
Yapo
Consolidated
100%
2,528,180
n.a.
n.a.
Fincaraíz
Consolidated
100%
2,112,757
n.a.
n.a.
Encuentra24
Consolidated
26%
576,745
493,551
17%
FDV Asia
5,616,706
3,618,138
Zameen
Equityaccounted
30%
4,803,872
2,890,104
66%
PakWheels
Equityaccounted
37%
263,793
135,757
94%
AutoDeal
Consolidated
56%
281,336
240,513
17%
iMyanmarhouse
Consolidated
53%
111,581
119,303
(6%)
LankaPropertyWeb
Consolidated
53%
90,861
89,018
2%
Hoppler
Consolidated
51%
54,031
62,072
(13%)
CarsDB
Consolidated
65%
11,232
81,371
(86%)
FDV MENA
2,177,128
168,706
Avito
Consolidated
100%
1,683,645
n.a.
n.a.
Tayara
Consolidated
100%
203,787
n.a.
n.a.
Moteur
Consolidated
100%
165,661
81,337
104%
West Africa1
Consolidated
N/A
124,035
87,369
42%
Total revenue
17,337,635
4,976,843
248%
Total revenue(excluding new entities²)
10,809,266
4,976,843
117%
o have 100% ownership of FDV LATAM post this acquisition
Accounting
treatment
FDV ownership
(%)
3Q 2021 Revenue A$ (FDV %
basis)
3Q 2020 Revenue A$ (FDV %
basis)
Growth(% in A$)
FDV LATAM
9,543,800
1,189,999
InfoCasas
Consolidated
100%
4,326,118
696,448
521%
Yapo
Consolidated
100%
2,528,180
n.a.
n.a.
Fincaraíz
Consolidated
100%
2,112,757
n.a.
n.a.
Encuentra24
Consolidated
26%
576,745
493,551
17%
FDV Asia
5,616,706
3,618,138
Zameen
Equityaccounted
30%
4,803,872
2,890,104
66%
PakWheels
Equityaccounted
37%
263,793
135,757
94%
AutoDeal
Consolidated
56%
281,336
240,513
17%
iMyanmarhouse
Consolidated
53%
111,581
119,303
(6%)
LankaPropertyWeb
Consolidated
53%
90,861
89,018
2%
Hoppler
Consolidated
51%
54,031
62,072
(13%)
CarsDB
Consolidated
65%
11,232
81,371
(86%)
FDV MENA
2,177,128
168,706
Avito
Consolidated
100%
1,683,645
n.a.
n.a.
Tayara
Consolidated
100%
203,787
n.a.
n.a.
Moteur
Consolidated
100%
165,661
81,337
104%
West Africa1
Consolidated
N/A
124,035
87,369
42%
Total revenue
17,337,635
4,976,843
248%
Total revenue(excluding new entities²)
10,809,266
4,976,843
117%
o have 100% ownership of FDV LATAM post this acquisition
Accounting
treatment
FDV ownership
(%)
3Q 2021 Revenue A$ (FDV %
basis)
3Q 2020 Revenue A$ (FDV %
basis)
Growth(% in A$)
FDV LATAM
9,543,800
1,189,999
InfoCasas
Consolidated
100%
4,326,118
696,448
521%
Yapo
Consolidated
100%
2,528,180
n.a.
n.a.
Fincaraíz
Consolidated
100%
2,112,757
n.a.
n.a.
Encuentra24
Consolidated
26%
576,745
493,551
17%
FDV Asia
5,616,706
3,618,138
Zameen
Equityaccounted
30%
4,803,872
2,890,104
66%
PakWheels
Equityaccounted
37%
263,793
135,757
94%
AutoDeal
Consolidated
56%
281,336
240,513
17%
iMyanmarhouse
Consolidated
53%
111,581
119,303
(6%)
LankaPropertyWeb
Consolidated
53%
90,861
89,018
2%
Hoppler
Consolidated
51%
54,031
62,072
(13%)
CarsDB
Consolidated
65%
11,232
81,371
(86%)
FDV MENA
2,177,128
168,706
Avito
Consolidated
100%
1,683,645
n.a.
n.a.
Tayara
Consolidated
100%
203,787
n.a.
n.a.
Moteur
Consolidated
100%
165,661
81,337
104%
West Africa1
Consolidated
N/A
124,035
87,369
42%
Total revenue
17,337,635
4,976,843
248%
Total revenue(excluding new entities²)
10,809,266
4,976,843
117%
o have 100% ownership of FDV LATAM post this acquisition
Accounting
treatment
FDV ownership
(%)
3Q 2021 Revenue A$ (FDV %
basis)
3Q 2020 Revenue A$ (FDV %
basis)
Growth(% in A$)
FDV LATAM 9,543,800 1,189,999
InfoCasas
Consolidated
100%
4,326,118 696,448 521%
Yapo
Consolidated
100%
2,528,180 n.a. n.a.
Fincaraíz
Consolidated
100%
2,112,757 n.a. n.a.
Encuentra24
Consolidated
26%
576,745 493,551 17%
FDV Asia 5,616,706 3,618,138
Zameen
Equityaccounted
30%
4,803,872 2,890,104 66%
PakWheels
Equityaccounted
37%
263,793 135,757 94%
AutoDeal
Consolidated
56%
281,336 240,513 17%
iMyanmarhouse
Consolidated
53%
111,581 119,303 (6%)
LankaPropertyWeb
Consolidated
53%
90,861 89,018 2%
Hoppler
Consolidated
51%
54,031 62,072 (13%)
CarsDB
Consolidated
65%
11,232 81,371 (86%)
FDV MENA 2,177,128 168,706
Avito
Consolidated
100%
1,683,645 n.a. n.a.
Tayara
Consolidated
100%
203,787 n.a. n.a.
Moteur
Consolidated
100%
165,661 81,337 104%
West Africa1
Consolidated
N/A
124,035 87,369 42%
Total revenue 17,337,635 4,976,843 248%
Total revenue(excluding new entities²) 10,809,266 4,976,843 117%

Note: Results figures quoted for entities with continuing operations as at 30 September 2021. A number of increases in ownershipand acquisitions occurred throughout the period. For further details, see ‘Quarterly Activity Report and Appendix 4C’, 28 October 2021

  1. West Africa includes PropertyPro (Nigeria: 39% owned) and MeQasa (Ghana; 69% owned)

  2. New entities refers to Fincaraíz, Avito, Tayara and Yapo

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KEY RISKS AND INTERNATIONAL OFFER RESTRICTIONS

1. KEY RISKS

COVID-19

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Events related to the Coronavirus pandemic (COVID-19) and in particular new variants of COVID-19 have resulted in significant market volatility. There is continued uncertainty as to ongoing and future response of governments and authorities globally as well as a likelihood of a global or more localised economic recessions of unknown duration or severity. As such, the full impact of COVID-19 to consumer behaviour, suppliers, employees, the Operating Companies (defined below) and Frontier are not fully known. Given this, the impact of COVID-19 could potentially be materially adverse to Frontier’s financial and operational performance, and that of its Operating Companies. Further, any government or industry measures may adversely affect Frontier’s operations and that of its Operating Companies and are likely beyond the control of Frontier. In compliance with its continuous disclosure obligations, Frontier will continue to update the market in regard to any material impact of COVID-19 on Frontier’s business.

MARKET CONDITIONS

The price at which Frontier’s shares are quoted on ASX may increase or decrease due to a number of factors outside of Frontier’s control. The events relating to COVID-19 have recently resulted in a decline in general economic conditions together with significant volatility to financial markets including the prices of shares trading on the ASX. These factors may cause Frontier’s shares to trade at prices above or below the placement price. There is no assurance that the price of the shares offered under the placement will increase when they are quoted on the ASX.

EARLY-STAGE BUSINESS RISK

Frontier has interests ranging from 30% to 100% in a portfolio of businesses (run by the companies in which Frontier has interests which operate online classifieds businesses ( Operating Companies )) some of which are in the early stages of development. These early-stage businesses may not have well-developed business strategies in place, strong customer and supplier relationships or a strong market reputation. Early market advantages, positions or market share, if any, may not be durable, and the businesses are not yet all in a position of profitability nor do they all generate consistent, meaningful revenue. These businesses may also experience differing degreesof growth (should they grow at all). Should these businesses underperform or fail, this may have a broader impact on the ability of Frontier to meet its objectives, and could adversely impact the financial position and performance of Frontier or the value of the New Shares.

Further, given the early stage nature of their businesses, it is likely that not all the Operating Companies will be able to fund their operations out of operating cash flows, and will require additional capital over time.

ISSUES ASSOCIATED WITH OTHER SHAREHOLDERS IN OPERATING COMPANIES

In many cases, Frontier is not the sole owner of each Operating Company. Where Frontier does not have a majority equity position in an Operating Company, it must rely on the shareholders’ agreements in place in respect of the Operating Companies to ensure it can exercise control over that Operating Company. Furthermore, despite the terms of the shareholders’ agreements, Frontier may not be able to exercise full control over the operations of the Operating Companies.

Disagreements with other shareholders of an Operating Company, in particular its founders, including with respect to the operations, directions or policies of the Operating Company may adversely impact Frontier’s ability to guide the operations of the Operating Company, which may impact its ability to achieve its goals, and there is no guarantee Frontier will be able to resolve these disputes.

OPERATIONS IN DEVELOPING COUNTRIES

Frontier’s Operating Companies all operate in developing countries. As a general rule, the economic, political, legal, regulatory and tax environment in these countries is not as developed or stable as in Australia. The future of these countries may contain political instability in the form of coups, military activity, revolutions and anarchy. Political and social upheaval in Frontier’s markets may adversely affect its business operations. Further, the Operating Companies conduct their businesses in countries that may not have developed or stable legal, regulatory or tax systems. If any legal, regulatory or tax issues relating to Frontier or the Operating Companies arise in these countries, they may be subject to unknown laws and legal, regulatory or tax processes.

Further, foreign ownership laws in these jurisdictions may adversely impact Frontier’s ability to hold or increase its interests in the Operating Companies or engage in activities such as repatriating funds from the Operating Companies or their subsidiaries in the relevant jurisdictions.

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KEY RISKS AND INTERNATIONAL OFFER RESTRICTIONS (CONT.)

RELIANCE ON SYSTEM AND CONTENT INTEGRITY

The performance of the websites of Frontier’s Operating Companies is very important to the reputation of those Operating Companies, their ability to attract customers and their ability to achieve overall market acceptance of their services. These websites rely on telecommunications operators, data centres and other third parties for key aspects of the process of maintaining their websites and providing their products and services to customers. Frontier’s and the Operating Companies’ influence over these third parties is limited. Any system failure that causes an interruption to an Operating Company’s services could materially affect its business. System failures, if prolonged, could reduce the attractiveness of an Operating Company’s services to clients and visitors to the websites and would damage its business reputation and brand name.

Although the Operating Company’s systems have been designed around industry-standard architectures, they remain vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures, terrorist attacks, computer viruses or similar events. Frontier’s disaster recovery planning cannot account for all eventualities. The Operating Companies’ websites have experienced system failures in the past and may do so in the future. If frequent or persistent significant system failures are experienced on an Operating Company’s website, the relevant Operating Company or Frontier may need to take steps to increase the reliability ofthese systems and invest in further or improved back-up systems. This could be expensive, reduce operating margins and may not be successful in reducing the frequency or duration of unscheduled downtime. It would also negatively impact the Operating Company’s business reputation and brand name, which may in turn impact Frontier’s operations and reputation.

LOSS OF KEY PERSONNEL

Frontier’s success is dependent on the retention of key employees, including the Chief Executive Officer, Shaun Di Gregorio who has been responsible for establishing Frontier and forming its relationships with the Operating Companies. Loss of the Chief Executive Officer and other key employees, or an inability to attract, retain and motivate additional highly-skilled employees required of the anticipated expansion of Frontier’s activities could adversely affect its growth plans and financial position.

In addition, each Operating Company is generally run by the founder or founders of the business of that Operating Company, and Frontier relies on those individuals to operate the business in conjunction with Frontier and provide local expertise in the jurisdiction in which the Operating Company conducts its business. There is a risk that if the founder or founders were to leave the Operating Company, the relevant Operating Company may suffer from a decline in performance, take longer to implement its business plan or otherwise be unable to meet its goals.

DECLINE IN AUTOMOTIVE, PROPERTY AND GENERAL ADVERTISING MARKET, OR ECONOMIC CONDITIONS IN FRONTIER’S TARGET MARKETS

The automotive, property and general advertising markets, and economic conditions generally, in jurisdictions of the Operating Companies are subject to factors outside the control of Frontier. These factors include the COVID-19 pandemic, the general market outlook for economic growth and interest rates, and other factors which may impact on the level of ownership of, and number of transactions with respect to, the underlying assets traded on the websites of the Operating Companies. Should these markets enter a downward cycle, this may impact on the operations, financial position and performance of the Operating Companies and in turn impact on the abilityof Frontier to meet its objectives.

RISKS ASSOCIATED WITH INTELLECTUAL PROPERTY

Third parties may copy or otherwise obtain and use an Operating Company’s proprietary information without authorisation or may develop similar technology independently. In addition, competitors may be able to design around the Operating Companies’ technology or develop competing technologies substantially similar to those of the Operating Companies without any infringement of proprietary rights. Any legal action that Frontier or the Operating Companies may bring to protect their intellectual property could be unsuccessful and expensive and would divert management’s attention from other business concerns.

In some circumstances the Operating Companies have not taken steps to register intellectual property that is material to their business, so may have difficulties enforcing these rights against third parties or may themselves be prevented from using their intellectual property by third parties who have prior rights.

One of the key assets of each Operating Company is the domain names used for the operation of the website run by the businesses. There is a risk that third parties could challenge the use or ownership of the domain name, the relevant Operating Company could fail to renew its registration of that domain name, or the relevant Operating Company could transfer ownership of the registration toanother party without Frontier’s consent. Any inability to maintain control over or continue using the domain names of the Operating Companies could have a material adverse impact on Frontier’s financial position or performance of its operations.

FOREIGN CURRENCY RISK

Frontier has costs, expenses and investments denominated in multiple currencies and Frontier Singapore’s functional currency is USD. Frontier’s share price is denominated in Australian Dollars. Frontier will also report its financial results in Australian Dollars. Accordingly, Frontier’s reported financial performance and ability to fund its operations and investments will be influenced by fluctuations in exchange rates between the Australian Dollar and other currencies in which it may earn income, incur expenses or hold investments, or in which Frontier Singapore prepares its accounts and settles transactions.

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KEY RISKS AND INTERNATIONAL OFFER RESTRICTIONS (CONT.)

RISKS ASSOCIATED WITH INVESTMENT INTO OPERATING COMPANIES AND PROVISION OF INFORMATION

Although Frontier performed due diligence on the Operating Company and assets and founders of the relevant business when acquiring an interest in the relevant Operating Company, Frontier’s due diligence was reliant on the accuracy of information provided by the founders of the relevant business and information from regulators in the relevant jurisdictions.

If the Operating Companies provided Frontier with inaccurate information or failed to provide Frontier with relevant information, or there were other failings in the due diligence performed by Frontier, it is possible there could be historical or other issues associated with the Operating Companies or their ownership which Frontier did not identify or properly address during due diligence, or that the optimal transaction or ownership structure from a legal or commercial perspective was not adopted, each of which could impact on Frontier’s financial position and performance.

DECLINE IN THE GROWTH OF INTERNET AND SMARTPHONE PENETRATION AND RATE OF MIGRATION ONLINE

Internet and smartphone penetration in the markets in which Frontier operates has been growing. However, there can be no guarantee that this growth or rate of growth will continue in the future. In addition, growth in online advertising is underpinned by a range of factors including migration from more traditional forms of media. Migration has been driven by a number of factors affecting both buyers and sellers, including increased internet penetration and broadband speeds. While increased internet penetration and a migration of advertising to new media has occurred over recent years there can be no guarantee that this will continue in the future, which may have an adverse effect on the growth of Frontier.

INCREASED COMPETITION

The internet is a business medium with low barriers to entry. It could be possible for current or new competitors to adopt certain aspects of the Operating Companies’ or Frontier’s business model without great financial expense, thereby reducing the Operating Companies and Frontier’s ability to differentiate their services. Any significant competition to Frontier or the Operating Companies may adversely affect Frontier’s ability to meet its objectives.

MANAGING RAPID GROWTH

Frontier aims to experience rapid growth in the scope of its operating activities, which will include both the Operating Companies growing their operations in the countries which they operate, as well as Frontier seeking additional investments in new jurisdictions. This growth is anticipated to result in an increased level of responsibility for both existing and new management personnel, both in Frontier and the Operating Companies. If Frontier, or the Operating Companies are unable to manage growth successfully, including through the successful recruitment, training, integration and management of the staff required to support this expected growth, it may not be able to take advantage of market opportunities, satisfy customer expectations, execute their business plan or respond to competitive pressure.

NEW TECHNOLOGY SUBSTITUTION

The number of people who access information through devices other than personal computers, including mobile phones, has greatly increased in recent years. If Frontier’s Operating Companies are unable to maintain the existing level of visits to their websites due to alternative device usage or if they are significantly slower than their competitors to adapt to technological change, they could fail to capture what may be an increasingly important segment of the markets in which they operate. A reduction in visits to these websites could have an adverse effect on their ability to attract new customers and retain their existing customer base. This may in turn adversely affect Frontier’s ability to meet its objectives.

CORRUPTION OF THE OPERATING COMPANIES’ DATABASES

Databases of the Operating Companies are a valuable asset. They are subject to risks associated with computer viruses, physical or electronic break-ins, loss of data from physical damage or from failures in third party service providers or operating systems and similar disruptions, as well as to damage from the inadvertent introduction of incorrect programming language by its employees. An irrecoverable loss of any of the databases would be expensive to remedy, would have a material adverse effect on the relevant Operating Company’s operations and financial position, and would damage its business reputation and brand name, which may in turn impact on the financial position and performance of Frontier.

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KEY RISKS AND INTERNATIONAL OFFER RESTRICTIONS (CONT.)

HACKING AND VANDALISM

The businesses of the Operating Companies may be adversely affected by malicious third party applications that interfere with, or exploit, security flaws in their websites. If an Operating Company’s efforts to combat these malicious applications are unsuccessful, or if its products and services have actual or perceived vulnerabilities, its business reputation and brand name may be harmed and usertraffic could decline, which may in turn result in an adverse effect on Frontier’s operations and financial position.

DEPENDENCE ON INTERNET INFRASTRUCTURE

Frontier’s Operating Companies are dependent on the ongoing maintenance of the global, regional and local internet infrastructure to provide the necessary data speed, capacity and security to allow them to offer viable services. The internet has experienced significant growth in the number of users and amount of traffic, in particular in the countries in which the Operating Companies operate. To the extent that the internet continues to experience increased numbers of users, there can be no assurance that the internet infrastructure will continue to be able to support the demands placed on it by continued growth.

DISPLAY OF INAPPROPRITE CONTENT

Frontier does not have the ability to guarantee that all content displayed on the websites of the Operating Companies is appropriate at all times. Frontier cannot guarantee that such material is not obscene, offensive or otherwise damaging to its business reputation and brand name, or the reputation of the relevant Operating Company, its customer and advertisers, or any third party.

RELATIONSHIP WITH CAR DEALERS, CAR MANUFACTURERS, REAL ESTATE AGENTS AND PROPERTY DEVELOPERS

Many of the Operating Companies generate revenue through advertisements from car dealers, car manufacturers, real estate agents and property developers. In many cases, no formal ongoing arrangements exist between the relevant Operating Company and its advertisers, or only informal or short-term contracts are in place. Should a significant number of car dealers, car manufacturers, real estate agents or property developers cease dealing with the relevant Operating Companies or cancel or fail to renew their agreements this may have an adverse effect on the growth prospects and financial performance of the Operating Companies.

RELIANCE ON ADVERTISERS TO RESPOND TO LEADS

Once a lead is submitted to an advertiser through the website of an Operating Company, it is the advertiser’s responsibility to respond to the lead. There is a risk that advertisers may not appropriately respond to leads. This may have a negative impacton the consumer’s perception of the relevant Operating Company, which in turn may have an impact on Frontier’s growth prospects and financial performance.

NEW INVESTMENTS

Frontier’s business model is to invest in online classifieds businesses in underdeveloped, emerging markets. As such, Frontier may make investments in circumstances where the directors believe that those investments support Frontier’s growth strategy. However, there can be no assurances that Frontier will be able to identify and complete suitable investments successfully. Investing in new businesses can place significant strain on management, employees, systems and resources. A business in which Frontiers invests may not perform in line with expectations and due diligence performed on the new business will rely on the quality of information provided to Frontier, and as such may not identify all issues.

GOVERNMENT LAWS AND REGULATIONS

Frontier and the Operating Companies are subject to local laws and regulations in each of the jurisdictions in which they operate (including taxation legislation), some of which give rise to risks to the Operating Companies’ businesses or restrict their ability to perform certain transactions.

ADDITIONAL REQUIREMENT FOR CAPITAL

Should the funds raised be insufficient to fulfil Frontier’s planned short term expenditure requirements, Frontier may have an immediate requirement to raise further funds and there is no assurance that Frontier will be able to secure additional funding on acceptable terms.

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KEY RISKS AND INTERNATIONAL OFFER RESTRICTIONS (CONT.)

RISKS ASSOCIATED WITH AN INVESTMENT IN SHARES

There are general risks associated with investments in equity capital. The trading price of Frontier shares may fluctuate with movements in equity capital markets in Australia and internationally. This may result in the market price for the shares offered under the Placement being less or more than the applicable offer price. Generally applicable factors which may affect the market price of shares include:

  • general movements in Australian and international stock markets;

  • investor sentiment;

  • Australian and international economic conditions and outlook;

  • changes in interest rates and the rate of inflation;

  • change in government regulation and policies;

  • announcement of new technologies;

  • geo-political stability, including international hostilities and acts of terrorism.

No assurances can be given that the New Shares offered under the Placement will trade at or above their offer price. None of Frontier, its Board or any other person guarantees the market performance of the New Shares.

2. ACQUISITION RISKS

NO DUE DILIGENCE ON E24

Given Frontier is a long term shareholder of E24 and has had a director on its board, Frontier did not undertake a due diligence process in respect of the acquisition, and instead has relied on its knowledge of the company based on the financial and other information (including unaudited financial information) concerning the company which it has received in its capacity as a shareholder. Frontier has not been able to verify the accuracy, reliability or completeness of all the information which was provided to it against independent data. If any of the data or information provided to and relied upon by Frontier proves to be incomplete, incorrect, inaccurate or misleading, there is a risk that the actual financial position and performance of E24 and therefore the combined Frontier group may be materially different to the financial position and performance reflected in this Presentation. Furthermore, there is a risk that there are issues Frontier is not aware of that would have been material to the decision to enter into the Acquisition. A material adverse issue that was not identified prior to entry into the Acquisition could have an adverse impact on the financial performance or operations of Frontier.

FUTURE EARNINGS MAY NOT BE AS EXPECTED

Frontier has undertaken financial and business analysis of the Acquisition in order to determine its attractiveness to Frontier (including the possible benefits from 100% ownership of the Operating Companies in LATAM). It is possible that such analysis draws conclusions and forecasts that are inaccurate or which will not be realised in due course. To the extent that the actual results achieved by E24 is different than those anticipated, or any unforeseen difficulties emerge in moving to 100% ownership, there is a risk that the profitability and future earnings of the operations of Frontier after having acquired 100% of E24 may differ (including in a materially adverse way) from the what Frontier expects.

FRONTIER MAY NOT SUCCESSFULLY INTEGRATE E24 WITH ITS OTHER LATAM OPERATIONS

The integration of E24 with Frontier’s other LATAM operations carries risk, including potential delays or costs in implementing necessary changes and difficulties in integrating various operations. The success of the Acquisition, and the ability to realise the expected benefits of the Acquisition outlined in this Presentation, is dependent on the effective and timely integration of the E24 business.

ARRANGEMENT WITH E24’S KEY SUPPLIERS AND CUSTOMERS

Each of E24’S contracts with its suppliers and customers may contain change of control provisions that will be triggered by the Acquisition and, when triggered, entitle the counterparty to terminate the relevant contract. Any termination or non-renewal or renewal on less favourable terms of a material contract could materially adversely affect the financial position and prospects of the relevant business.

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KEY RISKS AND INTERNATIONAL OFFER RESTRICTIONS (CONT.)

E24 LIABILITIES

Following completion of the Acquisition, Frontier may become 100% responsible for any outstanding liabilities that E24 has incurred prior to the Acquisition, including any liabilities that are not known to Frontier, for which insurance may not be available, and for which Frontier may not have post-Acquisition recourse under the agreements for the Acquisition and which may result in Frontier being liable for fines and penalties or subject to other sanctions. Such liabilities could include liabilities relating to current or future litigation or other proceedings, failure by E24 or Frontier to hold required regulatory approvals, authorisations or licences, regulatory actions(including without limitation in relation to any such failure), warranty or performance claims, historical tax liabilities and other liabilities. Such liabilities may adversely affect the financial performance or position of Frontier and even put at risk the group's capacity to carry on its business in one or more of the geographic regions in which the group will operate following the Acquisition, and may be more costly than expected to remedy.

THE FINANCIAL CAPACITY OF, AND RECOURSE TO, THE VENDOR MAY BE LIMITED AND THERE IS COUNTERPARTY AND CONTRACTUAL RISK

The ability of Frontier to achieve its stated objectives will depend on the performance by the parties of their obligations under the agreements for, and related to, the Acquisition. If any party defaults in the performance of their obligations, it may be necessary for Frontier to approach a court to seek a legal remedy, which can be expensive and time consuming.

Furthermore, if a warranty, indemnity or other claim was made by Frontier against the vendor under any Acquisition agreement, there is a risk that such claim may be contested or that funds may not be available to meet the claim in its entirety. Any inability to recover amounts claimed under any acquisition agreement could materially adversely affect Frontier's financial position and performance.

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KEY RISKS AND INTERNATIONAL OFFER RESTRICTIONS (CONT.)

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3. INTERNATIONAL OFFER RESTRICTIONS

This document does not constitute an offer of new ordinary shares ("New Shares") of Frontier in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

EUROPEAN UNION

This document has not been, and will not be, registered with or approved by any securities regulator in the European Union. Accordingly, this document may not be made available, nor may the New Shares be offered for sale, in the European Union except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the "Prospectus Regulation").

In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Shares in the European Union is limited to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation).

HONG KONG

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). Accordingly, this document may not be distributed, and the New Shares may not be offered or sold, in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in thepossession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

NEW ZEALAND

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act").

The New Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

  • is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;

  • meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

  • is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

  • is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

  • is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

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KEY RISKS AND INTERNATIONAL OFFER RESTRICTIONS (CONT.)

SINGAPORE

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an "institutional investor" (as defined in the SFA) or (ii) an "accredited investor" (as defined in the SFA). If you are not an investor falling within one of these categories, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

UNITED KINGDOM

Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares.

The New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation. This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to Frontier.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investment to which this document relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this document.

UNITED STATES

This document may not be distributed or released in the United States.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United Statesor any other jurisdiction in which such an offer would be illegal.

The New Shares will not be registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold in the United States, unless they have been registered under the U.S. Securities Act (which Frontier has no obligation to do or procure) or they are offered and sold in a transaction exempt from,or not subject to, the registration requirements of the U.S. Securities Act and any other applicable U.S. state securities law.

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

CONTACT US

COMPANY

Shaun Di Gregorio Founder and CEO P: +60 3 2700 1591 E: [email protected]

INVESTORS

Timothy Toner Vesparum Capital P: +61 3 8582 4800 E: [email protected]

PRINCIPAL OFFICE

39-8 The Boulevard Mid Valley City, Lingkaran Syed Putra Kuala Lumpur, Malaysia www.frontierdv.com

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