ACADEMIES AUSTRALASIA GROUP LIMITED — Proxy Solicitation & Information Statement 2013

Oct 9, 2013

10 October 2013

Company Announcements Office Australian Stock Exchange Level 4 20 Bridge Street Sydney NSW 2000

Via ASX Online

(Page 1 of 6)

ANNOUNCEMENT

NOTICE OF EXTRAORDINARY GENERAL MEETING

Attached is a copy of the Notice of Extraordinary General Meeting, Proxy Form and explanatory notes sent to shareholders today.

Stephanie Noble Company Secretary

For further information call Christopher Campbell on +61 412 087 088 or +61 2 9224 5555. Academies Australasia has been operating for more than 100 years and listed on the Australian Securities Exchange for 36 years. The group’s education business now comprises 10 separately licensed colleges operating in New South Wales and Victoria in Australia, and in Singapore. Over the years, Academies Australasia colleges have taught tens of thousands of students from 116 countries .

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of Academies Australasia Group Limited will be held at Level 6, 505 George Street, Sydney on Friday 8 November 2013 at 11.30am.

AGENDA:

To consider, and if thought fit, to pass the following as an ordinary resolution:

“To ratify and approve the cancellation of 846,154 shares in the Company by the Board on 20 September 2013, with effect from 20 September 2013”

(Please refer to the explanatory note.)

By Order of the Board Stephanie Noble Company Secretary

10 October 2013

Notes: Only registered holders (or their appointed proxy) of ordinary shares are entitled to address the Meeting and vote at the Meeting. Shareholders who are unable to attend and vote are entitled to appoint a proxy to attend and vote in their stead. That person need not be a member of the Company but should be a natural person at least 18 years of age. A shareholder who is entitled to cast two or more votes may appoint two proxies. Where two proxies are appointed, each proxy must be on a separate proxy form and be appointed to represent a proportion of the member’s voting rights. Proxy forms executed by companies must be in accordance with the Corporations Act. Proxy forms must be lodged at the Registered Office of the Company (Level 6, 505 George Street, Sydney NSW 2000, Australia) or sent by facsimile to the Registered Office of the Company (+61 2 9224 5550), not less than 48 hours before 11.30am on 8 November 2013. (Proxy form enclosed).

EXTRAORDINARY GENERAL MEETING ON 8 NOVEMBER 2013: EXPLANATORY NOTE

ORDINARY BUSINESS

AGENDA ITEM: THE CANCELLATION OF SHARES

1. Introduction

• 1.1 Under the Company’s Performance Incentive Plan, in 2012, it was the Company’s sole discretion to pay Mr. Christopher Elmore Campbell $484,000 in cash or in the form of 846,154 new shares in the Company. This was referred to in the Company’s Annual Reports for the years ended 30 June 2012 and 30 June 2013. The 846,154 shares were issued to Mr. Campbell on 9 November 2012.

• 1.2 As announced on 19 September 2013, on 17 September 2013, it came to the Board’s attention that, because Mr. Campbell is a Director, the issue of the 846,154 shares to him on 9 November 2012 was not in compliance with listing Rule 10.14. That same day, 17 September 2013, Mr. Campbell surrendered the 846,154 shares under Clause 41 of the Company’s Constitution. Mr. Campbell also repaid what he had received in the form of dividends earned from those 846,154 shares.

• 1.3 The error in regard to the breach of ASX Listing Rule 10.14 was inadvertent and is regretted. Following the surrender of the 846,154 shares, Mr. Campbell was paid cash instead. [$470,000 paid on 20 September 2013]. Mr. Campbell has no outstanding liabilities due to the Company in respect to this matter or any other matter.

• 1.4 On 20 September 2013, in accordance with Clause 43 of the Company’s Constitution, the Board cancelled the 846,154 shares.

• 1.5 Under Clause 41 of the Company’s Constitution, shares which are surrendered are treated as forfeited shares.

• 1.6 Under Section 258D of the Corporations Act, share cancellations such as that referred to above require shareholder approval. This Extraordinary General Meeting is convened specifically for this purpose.

1. Recommendation: Your Directors recommend that you vote in favour of the following resolution:

Resolution: To ratify and approve the cancellation of 846,154 shares in the Company by the Board on 20 September 2013, with effect from 20 September 2013.”

3. Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by:

• Christopher Elmore Campbell; and

• any associate of Christopher Elmore Campbell.

However, a vote will not be disregarded if:

• it is cast by a person as a proxy for a shareholder who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as a proxy for a shareholder who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Any shareholder entitled to vote who is thinking of appointing a person who is not entitled to vote as their proxy, should be aware that unless the proxy contains specific instructions on the manner in which they want their vote to be cast on this resolution, that person will be prohibited from exercising votes on behalf of the shareholder giving the proxy in relation to this resolution.

4. Directors’ Intentions

• 4.1 Each member of the Board of Academies Australasia Group Limited, other than Mr Campbell, has indicated that they and their associates will vote for the motion.

• 4.2 These directors, and their associates, have the following interests: a. Chiang Meng Heng: 24,941,886 shares

• b. Neville Thomas Cleary: 160,000 shares

  • c. Dr. John Schlederer: 987,140 shares.

  • d. Ms. Gabriela Rodriguez: 15,000 shares.

These interests add up to 26,104,026 shares.

• 4.3 There are, on issue 53,594,297* shares

(*Includes the 846,154 shares) Less shares held by Mr. Campbell and associates 7,290,775 Leaves 46,303,522

• 4.4 The 26,104,026 shares referred to in 4.2 are 56.4% of 46,303,522. The Board is therefore sure that the Resolution will be passed.

EXTRAORDINARY GENERAL MEETING: PROXY FORM

Proxy forms must be lodged at the Registered Office of the Company (Level 6, 505 George Street, Sydney NSW 2000, Australia) or sent by facsimile to the Registered Office of the Company (+61 2 9224 5550), not less than 48 hours before 11.30am on 8 November 2013.

A. Registered Holder Details

Name: ……….…………………..………………………..……………………………………….….….

Address:.………….…………………………...………..…………………………………………….….

Number of Ordinary Shares held: …………………

B. Appointment of Proxy

I/We being the Registered Holder stated above and being entitled to attend and vote, hereby appoint:

………………….……………………………………………. or, in his/her absence, the Chairman of the Meeting,

as my/our proxy to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) on my/our behalf at the Extraordinary General Meeting of the Company, to be held on 8 November 2013 or at any adjournment of that Meeting.

C. Voting Directions

Should you decide to direct your proxy how to vote, please tick or mark with a cross in the appropriate box below. If you do not, your proxy may vote as he/she thinks fit or abstain. If the Chairman is the appointed proxy, and the proxy is undirected, he will vote in favour of the resolution.

lution.
Resolution: To ratify and approve the cancellation of846,154 shares in the Company by the Board on 20September 2013, with effect from 20 September 2013	For	Against	Abstain

If the Chairman is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please tick or mark with a cross in this box. By ticking or marking with a cross in this box, you acknowledge

that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chairman other than as proxy holder will be disregarded

because of that interest. If you do not tick or mark with a cross in this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

D. Signature(s)

This section MUST be signed to enable your directions to be implemented.

Where the holding is in one name , the holder must sign. Where the holding is in more than one name all the holders must sign.

To sign under a Power of Attorney , you must have already lodged the Power of Attorney with the Company. If you have not previously lodged the Power of Attorney for notation, please attach a certified photocopy of the Power of Attorney to this form when you submit it.

For corporations , a Director must sign jointly with another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company does not have a Company Secretary, a Sole Director can also sign alone.

Please indicate the office held by signing in the appropriate space and crossing out the office that is not applicable.

Signed this ……… day of …………………………… 2013

Individual or Joint Shareholder(s): Corporate Shareholders:

…………………………………………… …………………………………………… Individual / Shareholder 1 Director …………………………………………… …………………………………………… Shareholder 2 Director / Company Secretary …………………………………………… …………………………………………… Shareholder 3 Sole Director and Sole Company Secretary