Develop Global : Retail Entitlement Offer Information Booklet

For personal use only

Develop Global Limited

ACN 122 180 205

Retail Entitlement Offer Information Booklet

Details of a fully underwritten 1 for 18.6 accelerated non-renounceable pro rata entitlement offer of fully paid ordinary shares in Develop Global Limited at an offer price of $3.30 per New Share.

The offer closes at 5.00pm (Sydney time) on Monday, 7 March 2022 (unless otherwise extended).

This is an important document which is accompanied by a personalised Entitlement and Acceptance Form. Both should be read in their entirety. This document is not a prospectus under the Corporations Act and has not been lodged with ASIC.

If you have any questions, you should seek advice from your stockbroker, accountant or other independent professional adviser, or call the Entitlement Offer Information Line on 1300 420 709 (within Australia) or [phone] (outside Australia) at any time between 8:30 am and 5:00 pm (Sydney time) on Monday to Friday (excluding public holidays) during the Retail Entitlement Offer period, or go to https://events.miraqle.com/dvp-offer.

Not for release to US wire services or distribution in the United States

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IMPORTANT NOTICES

For personal use only

This Information Booklet should be read in its entirety (including the accompanying Entitlement and Acceptance Form) before you decide whether to participate in the Retail Entitlement Offer. In particular, the Investor Presentation reproduced in section 3 of this Information Booklet details important factors and risks that could affect the financial and operating performance of Develop Global Limited (ACN 122 180 205) (Develop or the Company). Please refer to the "Key Risks" section of the Investor Presentation for details. When making an investment decision in connection with the Retail Entitlement Offer, it is essential that you consider these risk factors carefully in light of your individual personal circumstances, including financial and taxation issues.

NOT A PROSPECTUS, NOT INVESTMENT ADVICE OR FINANCIAL PRODUCT ADVICE

The Entitlement Offer is being made without a prospectus in accordance with section 708AA of the Corporations Act as modified by ASIC Corporations (Non-TraditionalRights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 (together, the ASIC Instruments). All references in this Information Booklet to the Corporations Act are references to the Corporations Act as modified by the ASIC Instruments.

The information in this Information Booklet is not a prospectus, product disclosure statement, disclosure document or other offering document under the Corporations Act (or any other law) and has not been lodged with ASIC.

This Information Booklet does not contain all the information which a prospective investor may require to make an informed decision in relation to the application for New Shares, nor does it contain all the information which would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act (or any other law). It should be read in conjunction with Develop's other periodic

statements and continuous disclosure announcements lodged with ASX.

It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Develop is not licensed to provide financial product advice in respect of the New Shares. Neither ASIC nor ASX takes responsibility for the contents of this Information Booklet.

FUTURE PERFORMANCE

This Information Booklet contains certain forward looking statements and comments about future events, including Develop's expectations about the performance of its business and operations, and the effect of the proceeds raised under the Equity Raising on its business and operations,. Forward looking statements can generally be identified by the use of forward looking words such as, "anticipate", "believe", "expect", "project", "forecast", "estimate", "outlook", "upside", "likely",

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"intend", "should", "could", "may", "target", "guidance", "plan", and other similar expressions, and include, but are not limited to, statements regarding the outcome and effects of the Retail Entitlement Offer. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward looking statements and include statements in this Information Booklet regarding the conduct and outcome of the Equity Raising and the use of proceeds.

You are cautioned not to place undue reliance on any forward looking statement. While due care and attention has been used in the preparation of forward looking statements, forward looking statements, opinions and estimates provided in this Information Booklet are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends which are based on interpretations of current market conditions. Forward looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance and may involve known and unknown risks, uncertainties and other factors, many of which are outside the control of Develop, its directors and management. A number of important factors could cause Develop's actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements, including the risk factors set out in the "Key Risks" sections of the Investor Presentation. Actual results, performance or achievements may vary materially from any forward looking statements and the assumptions on which statements are based. Subject to any continuing obligations under applicable law or any relevant Listing Rules, Develop disclaims any intent or obligation to update any forward looking statements, whether as a result of new information, future events or results or otherwise.

PAST PERFORMANCE

Investors should note that any reference to Develop's past performance in this Information Booklet is given for illustrative purposes only and cannot be relied upon as an indicator of (and provides no guarantee or guidance as to) Develop's future financial position, operating or financial performance, or share price performance. The historical information (including any pro forma historical financial information) is not represented as being indicative of Develop's views on its future financial condition and/or performance.

DISCLAIMER OF REPRESENTATIONS

No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained in this

Information Booklet. Any information or representation that is not in this Information Booklet may not be relied on as having been authorised by Develop, or its related bodies

For personal use only

corporate, in connection with the Retail Entitlement Offer. Except as required by law, and only to the extent so required, none of Develop, or any other person, warrants or guarantees the future performance of Develop or any return on any investment made in connection with this Information Booklet.

FOREIGN JURISDICTIONS

This Information Booklet, including any accompanying ASX announcements, the Investor Presentation reproduced in it and the Entitlement and Acceptance Form, do not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Retail Entitlement Offer, the New Shares or otherwise permit a public offering of the New Shares, in any jurisdiction outside of Australia unless otherwise specified.

The distribution of this Information Booklet (including an electronic copy) outside Australia may be restricted by law. If you come into possession of the information in this Information Booklet, you should observe such restrictions.

This Information Booklet does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or elsewhere outside the Permitted Jurisdictions. None of this Information Booklet, any accompanying ASX announcements, the Investor Presentation reproduced in it or the Entitlement and Acceptance Form may be distributed to or released in the United States or elsewhere outside the Permitted

Jurisdictions. See section 4.9 for further information on foreign offer restrictions.

The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may only be offered and sold in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable securities laws of any state or other jurisdiction of the United States. In particular, the New Shares to be offered and sold in the Retail Entitlement Offer will only be offered and sold outside the United States in "offshore transactions", as defined and in compliance with Regulation S under the U.S. Securities Act.

LEAD MANAGER

The Lead Manager has acted as lead manager to, and underwriter of, the Entitlement Offer (including the Retail Entitlement Offer). Neither the Lead Manager, nor any of its affiliates or related bodies corporate (as that term is defined in the Corporations Act), nor any of its directors, employees, officers, representatives, agents, partners, consultants, advisers or intermediaries (together the Lead Manager Parties), nor the advisers to the Company or any other person including clients named in this document, have authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this

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Information Booklet (or any other materials released by the Company) and, except to the extent expressly referred to in this Information Booklet, none of them makes or purports to make any statement in this Information Booklet and there is no statement in this Information Booklet which is based on any statement by any of them.

The Lead Manager Parties take no responsibility for any part of this Information Booklet or any action taken by you on the basis of that information. To the maximum extent permitted by law, the Lead Manager excludes and disclaims all liability (including, without limitation, any liability arising from fault or negligence on the part of any person) for any direct, indirect, consequential or contingent loss or damage whatsoever arising from the use of any part of this Information Booklet or otherwise arising in connection with it.

The Lead Manager Parties make no recommendation as to whether you or your related parties should participate in the Retail Entitlement Offer nor do they make any representations or warranties, express or implied, to you concerning the Entitlement Offer or any such information, and, by returning your personalised Entitlement and Acceptance Form or otherwise paying for your New Shares through BPAY® in accordance with the instructions on your personalised Entitlement and Acceptance Form, you represent, warrant and agree that you have not relied on any statements made by the Lead Manager Parties in relation to the New Shares or the Entitlement Offer generally and you further expressly disclaim that you are in a fiduciary relationship with any of them.

The Lead Manager is a full service financial institution engaged in various activities, which may include trading, financing, financial advisory, investment management, research, principal investment, hedging, market making, brokerage and other financial and non-financial activities including for which they have received or may receive customary fees and expenses.

The Lead Manager is acting for and providing services to the Company in relation to the Entitlement Offer and will not be acting for or providing services to Shareholders or potential investors. The Lead Manager has been engaged solely as an independent contractor and is acting solely in a contractual relationship on an arm's length basis with the Company. The engagement of the Lead Manager is not intended to create any fiduciary obligations, agency or other relationship between the Lead Manager and the Company, Shareholders or potential investors.

The Lead Manager will receive fees and expenses for acting as sole lead manager and underwriter to the Entitlement Offer. The Lead Manager Parties may, from time to time, hold interests in the securities of, or earn brokerage, fees or other benefits from the Company and may in the future be lenders to the Company or its affiliates.

For personal use only

DEFINITIONS, TIME AND CURRENCY

Defined terms used in this Information Booklet are contained in section 5. All references to time are to Sydney time unless otherwise indicated.

All references to dollars ($) or cents (¢) in this Information Booklet are to Australian currency unless otherwise indicated.

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For personal use only

		CONTENTS
SECTION		PAGE
CHAIRMAN'S LETTER ...................................................................................................	6
KEY DATES FOR THE ENTITLEMENT OFFER.....................................................................	9
1.	OVERVIEW OF THE ENTITLEMENT OFFER ..........................................................	10
	1.1	Entitlement Offer ................................................................................	10
	1.2	Underwriting ......................................................................................	10
	1.3	Who is eligible to participate in the Retail Entitlement Offer .....................	10
	1.4	What is your Entitlement .....................................................................	11
	1.5	Can you trade your Entitlement ............................................................	11
	1.8	Ineligible Retail Shareholders ...............................................................	12
	1.9	Fractional Entitlements ........................................................................	12
	1.10	Rights of DEVELOP and the Lead Manager..............................................	12
2.	HOW TO APPLY ..............................................................................................	14
	2.1	What you may do - choices available ....................................................	14
	2.2	If you wish to take up all of your Entitlement .........................................	14
	2.5	Payment ............................................................................................	16
	2.6	Entitlement and Acceptance Form is binding...........................................	18
3.	ASX OFFER ANNOUNCEMENTS.........................................................................	21
4.	IMPORTANT INFORMATION .............................................................................	22
	4.1	Responsibility for Information Booklet ...................................................	22
	4.2	Status of Information Booklet...............................................................	22
	4.3	Information Booklet availability ............................................................	22
	4.4	Notice to nominees and custodians .......................................................	23
	4.5	No cooling off .....................................................................................	24
	4.6	Taxation ............................................................................................	24
	4.7	Privacy Statement ..............................................................................	24
	4.8	Governing Law ...................................................................................	24
	4.9	Foreign offer restrictions......................................................................	24
	4.10	Underwriting ......................................................................................	25
	4.11	Disclaimer of representations ...............................................................	26
	4.12	Withdrawal or cancellation of the Retail Entitlement Offer ........................	26
5.	GLOSSARY ....................................................................................................	27

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