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EDU HOLDINGS LIMITED Proxy Solicitation & Information Statement 2026

Jan 8, 2026

64821_rns_2026-01-08_ed49d681-72a2-4f68-9b57-9f65152c00ca.pdf

Proxy Solicitation & Information Statement

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Education With Purpose

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9 January 2026

Dear Shareholder

Extraordinary General Meeting

EDU Holdings Limited (ASX: EDU) ( EDU or the Company ) advises that an Extraordinary General Meeting ( EGM or Meeting ) in respect of the proposed buybacks announced to ASX on 1 December 2025, will be held on Tuesday, 12 February 2026 at 10:00am (AEDT) at Automic Group, Level 5, 126 Phillip Street, Sydney, NSW 2000.

In accordance with Part 1.2AA of the Corporations Act 2001, the Company will only be dispatching physical copies of the Notice of Meeting ( Notice ) to Shareholders who have elected to receive the Notice in physical form. If you have nominated an email address and elected to receive electronic communications from the Company, we will email you a link to an electronic copy of the Notice of Meeting. For further information on your right to elect to receive documents from the Company electronically or physically, please visit the following link http://eduholdings.com.au.

The Notice is being made available to shareholders electronically and can be viewed and downloaded online at the following link: http://eduholdings.com.au. The Notice will also be posted on the Company’s ASX market announcements page (ASX: EDU).

All resolutions at the EGM will be decided by poll. The poll will be conducted based on votes submitted by proxy and in person at the EGM by shareholders (or their duly appointed attorney).

Business and resolutions at the EGM

The Business and resolutions at the Meeting, as outlined in the Notice of Meeting, are:

  • Resolution 1 - Selective Buyback of Mulpha Education Investments Pty Ltd Shares

  • Resolution 2 - Selective Buyback of Investec Australia Pty Ltd Shares

  • Resolution 3 - On-Market Buyback (Conditional Resolution)

Your vote is important

The business of the Meeting affects your shareholding and your vote is important. To vote in person, kindly attend the EGM on the date and time and at the place set out above. Alternatively, Shareholders are strongly encouraged to complete and submit their vote by proxy using one of the following methods:

EDU Holdings Limited ABN 85 108 962 152 Level 3, Building 5B, 1-59 Quay Street, Haymarket NSW 2000 | eduholdings.com.au

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Education With Purpose

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Online Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah byfollowing the instructions: Login to the Automic website using the holding details asshown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the onlinelodgement facility, Shareholders will need their holder number (SecurityholderReference Number (SRN) or Holder Identification Number (HIN)) as shown on the frontof the Proxy Form.For further information on the online proxy lodgement process please see the OnlineProxy Lodgement Guide athttps://www.automicgroup.com.au/virtual-EGMs/
By post Completing the enclosed Proxy Form and posting it to Automic, GPO Box 5193,Sydney NSW 2001
By hand Completing the enclosed Proxy Form and delivering it by hand to Automic, Level 5,126 Phillip Street, Sydney NSW 2000
By email Completing the enclosed Proxy Form and emailing it to:[email protected]

Your Proxy Form must be received not later than 48 hours before the commencement of the EGM. Proxy Forms received later than this time will be invalid.

The Chair intends to vote all open proxies in favour of all resolutions, where permitted.

Yours faithfully

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Lyndon Catzel Company Secretary

EDU Holdings Limited ABN 85 108 962 152 Level 3, Building 5B, 1-59 Quay Street, Haymarket NSW 2000 | eduholdings.com.au

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