Frontier Digital Ventures : FDV Share Purchase Plan

For personal use only

ASX Code: FDV

23 December 2021

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

FDV Share Purchase Plan

Frontier Digital Ventures Ltd ("FDV") announced on Friday, 17 December 2021 that it would be undertaking a share purchase plan ("SPP"). The SPP is now open to eligible FDV shareholders to apply for up to A$30,000 of new fully paid ordinary shares ("New Shares") without incurring brokerage or other transaction costs. The SPP aims to raise up to A$5.0 million1 and is not underwritten.

The SPP follows FDV's successfully completed A$35.0 million placement to institutional investors, which was conducted at A$1.50 per share (the "Placement Price").

Shareholders are eligible to participate in the SPP if they had a registered address in Australia or New Zealand on FDV's register at 7pm (Melbourne time) on Thursday, 16 December 2021 ("Eligible Shareholders").

New Shares are being offered at the Placement Price of A$1.50 per share. This issue price represents a:

• 5.1% discount to the closing price of FDV Shares of A$1.58 on Tuesday, 14 December 2021 (prior to the trading halt in connection with the Placement commencing); and
• 2.3% discount to the 15-day VWAP of A$1.535 per Share ending on Tuesday, 14 December 2021.

The SPP is not underwritten. Participation in the SPP is voluntary. New Shares will rank pari passu with existing shares in FDV on issue from their date of allotment.

The SPP is subject to the terms and conditions set out in a communication to Eligible Shareholders, which is being sent by post/email to Eligible Shareholders today, and the SPP Booklet, which is available for Eligible Shareholders to view at https://FDVsppoffer.thereachagency.com. If you are unable to access the website online, you can request a copy of the SPP Booklet and personalised Application Form to be posted or emailed to you by contacting the Registry on 1300 850 505 (callers within Australia) or [phone] (callers outside Australia). Eligible Shareholders are encouraged to read the SPP Booklet carefully, and if in any doubt about whether or not to apply for New Shares under the SPP offer, to consult with a financial or other professional adviser.

Shareholders with questions in relation to how to participate in the SPP may contact FDV's share registry from 8.30am to 5.00pm (Melbourne time) Monday to Friday on 1300 850 505 (callers within Australia) or [phone] (callers outside Australia).

1 FDV may decide to accept applications (in whole or in part) that result in the SPP raising more or less than this amount in its absolute discretion.

Frontier Digital Ventures Ltd

39-8 The Boulevard, Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur, Malaysia1 Tel: [phone] www.frontierdv.com

For personal use only

Key Dates
Event	Date2
Record date for the SPP	7:00pm (Melbourne time), Thursday, 16
	December 2021
SPP offer opens	Thursday, 23 December 2021
SPP offer closes	5:00pm (Melbourne time), Friday, 14 January
	2022
Announcement of results of SPP	Before noon (Melbourne time), Friday, 21
	January 2022
SPP allotment date	Before noon (Melbourne time), Friday, 21
	January 2022
Normal trading of New Shares issued under the	Monday, 24 January 2022
SPP and despatch of holding statements
- ENDS -

This announcement is approved for release by the Founder and CEO, Mr. Shaun Di Gregorio.

For more information, please contact:
Company	Investors
Shaun Di Gregorio	Timothy Toner
Founder and CEO	Vesparum Capital
Phone: [phone]	Phone: [phone]
Email:[e-mail]	Email:[e-mail]

About FDV

Frontier Digital Ventures (FDV) is a leading owner and operator of online marketplace businesses in fast growing emerging markets. Currently, FDV's portfolio consists of 16 market leading companies, operating across 21 markets in FDV LATAM, FDV Asia and FDV MENA. FDV works alongside local management teams across property, automotive and general classifieds, providing strategic oversight and operational guidance which leverages FDV's deep classifieds experience and proven track record. FDV seeks to unlock further monetisation opportunities beyond the typical classifieds revenue, to grow the equity value of its operating companies and realise their full potential. Find out more at frontierdv.com.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This announcement is not financial product advice and has not taken into account your objectives, financial situation or needs. This announcement has been prepared for release in Australia. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any jurisdiction in which such an offer would be illegal. The New Shares have not been, nor will be, registered under the U.S. Securities Act of 1933 (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may

2 The above timetable is indicative only and subject to change. Subject to the requirements of the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable rules, FDV reserves the right to amend this timetable at any time, including extending the period for the SPP or accepting late applications, either generally or in particular cases, without notice.

Frontier Digital Ventures Ltd

39-8 The Boulevard, Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur, Malaysia2 Tel: [phone] www.frontierdv.com

For personal use only

not be offered or sold, directly or indirectly, to any person in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws.

Frontier Digital Ventures Ltd

39-8 The Boulevard, Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur, Malaysia3 Tel: [phone] www.frontierdv.com

For personal use *L000001*only

FDV
MR SAM SAMPLE	SRN/HIN: SRN WITHHELD
FLAT 123
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SAMPLEVILLE VIC 3030

Dear Shareholder

Share Purchase Plan - Letter to Eligible Shareholders

I write to you as a holder of Frontier Digital Ventures Ltd (ASX: FDV) (FDV or the Company) shares (Shares) with a registered address in Australia or New Zealand as at the record date of Thursday, 16 December 2021 (Record Date).

On behalf of the Directors, I am pleased to offer you the opportunity to participate in FDV's share purchase plan (SPP), announced on Friday, 17 December 2021 and following shortly after the successful placement of shares to domestic and international investors which raised $35.0 million (Placement). The Placement received strong support from existing institutional shareholders as well as a number of leading global emerging markets funds across North America, Asia and Europe.

The SPP aims to raise up to approximately $5 million1 and is not underwritten. The SPP is designed to recognise the support of FDV's existing shareholders (Shareholders), many of whom are long-term investors.

On Friday, 17 December 2021 FDV announced it had entered into agreements to acquire all of the outstanding issued capital of Encuentra24.com AG that it does not already own (the Acquisition).

FDV intends to use the proceeds of the Placement for the following purposes:

• approximately A$13.1m (US$9.2m) for the upfront cash consideration relating to the Acquisition; and
• approximately A$21.9m (US$15.3m) for further balance sheet flexibility to fund FDV's M&A pipeline and deferred/contingent consideration.

FDV intends to use the proceeds of the SPP for additional balance sheet flexibility.

For further information on the Placement and the Acquisition, please refer to the investor presentation issued by the Company on Friday, 17 December 2021. In particular, please have regard to the 'Risks' section on pages 35 - 40 of the investor presentation.

FDV is undertaking the SPP offer to Shareholders as at the Record Date. The issue price of shares to be issued under the SPP (SPP Shares) is $1.50 per SPP Share (Issue Price), which is the same price as was paid for each Share by investors in the Placement.

• FDV may decide to accept applications (in whole or in part) that result in the SPP raising more or less than this amount in its absolute discretion.

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This Issue Price represents a:

• 5.1% discount to the closing price of Shares of $1.58 on Tuesday, 14 December 2021 (prior to the trading halt in connection with the Placement commencing); and
• 2.3% discount to the 15 day VWAP of $1.535 per Share ending on Tuesday, 14 December 2021.

The SPP will allow Eligible Shareholders (as defined below) to apply for up to $30,000 worth of SPP Shares at the Issue Price.

An offer booklet in relation to the SPP was lodged with ASX today (Booklet). A copy of the Booklet along with information about how to apply under the SPP via BPAY® (or if you are New Zealand shareholder and unable to pay via BPAY®, via electronic funds transfer) is available at https://FDVsppoffer.thereachagency.com. If you would like to pay by cheque or have any questions in relation to how to participate in the SPP, please contact the Registry from 8.30am to 5.00pm (Melbourne time) Monday to Friday on 1300 850 505 (callers within Australia) or [phone] (callers outside Australia).

Unless otherwise defined, capitalised terms used in this letter have the meaning given in the Booklet.

Availability of the Share Purchase Plan

The SPP is available to all Shareholders registered on the Record Date whose registered address is in Australia or New Zealand, provided they are not in the United States or acting for the account or benefit of a person in the United States (Eligible Shareholders). The SPP is not being extended to any Shareholders with an address outside Australia and New Zealand.

The SPP is also being offered to Eligible Shareholders who are Custodians or nominees and who wish to apply for SPP Shares on behalf of certain Eligible Beneficiaries. Custodians and nominees are not required to participate on behalf of their Eligible Beneficiaries. Custodians and nominees may choose whether or not to extend the SPP to their Eligible Beneficiaries.

Key features of the Share Purchase Plan

The SPP allows Eligible Shareholders to apply for a minimum of $1,000 and a maximum of $30,000 worth of SPP Shares at the Issue Price of $1.50 per SPP Share.

Applications and payment of funds must be received by FDV on or before 5.00pm on Friday, 14 January 2022, unless FDV extends the Closing Date for applications.

SPP Shares issued will be fully paid and rank equally with all existing Shares on issue.

Key Dates

Record Date (the date that eligibility to	7.00pm (Sydney time)
participate in the SPP was determined)	Thursday,16 December 2021
Opening Date for applications	Thursday, 23 December 2021

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