EMBARK EARLY EDUCATION LIMITED — Proxy Solicitation & Information Statement 2022

Aug 29, 2022

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LODGE YOUR PROXY/POSTAL VOTE:

Online:

vote.linkmarketservices.com/EVO

Scan & Email: meetings@linkmarketservices.com (Please use “EVO Proxy Form” as the subject for easy identification).

By hand: Mail: Use the enclosed reply Link Market Services paid envelope or address to: Level 30, PwC Tower Link Market Services 15 Customs Street West, PO Box 91976, Auckland 1142, New Zealand. Auckland, New Zealand.

SCAN THIS QR CODE WITH YOUR SMARTPHONE AND VOTE ONLINE

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General Enquiries

+64 9 375 5998 or email: enquiries@linkmarketservices.com

EVOLVE EDUCATION GROUP LIMITED SPECIAL MEETING

2022 Proxy or Postal Voting Form

The Evolve Education Group Limited Special Meeting will be held via the Link Market Services Virtual Meeting platform at www.virtualmeeting.co.nz/evosm22 on Thursday, 15 September 2022 at 12 noon (NZST).

For your postal vote or proxy to be effective it must be lodged with Link Market Services by no later than 12 noon, Tuesday 13 September 2022 (NZDT).

Attending the Meeting

1. The Special Meeting will be held virtually only. You can attend and vote online by going to www.virtualmeeting.co.nz/evosm22 . If you will attend the Special Meeting online, you will require your CSN/Holder Number for verification purposes. Postal Vote

2. If you will not attend the Special Meeting online, you may vote by postal vote. Your postal vote may be completed online, mailed, delivered, or scanned and emailed in accordance with the instructions above. Link Market Services Limited has been authorised by the Board to receive and count postal votes at the meeting. If you submit a postal vote without indicating on any resolution how you wish to vote, you will be deemed to have abstained from voting on that resolution. If you submit a postal vote section and also appoint a proxy, your postal vote will take priority over your proxy appointment.

   • Proxy Appointment

3. If you are a shareholder entitled to attend and vote at the Special Meeting you are entitled to appoint a proxy or, in the case of a corporate shareholder, a representative to attend and vote instead of you. This Proxy Form may be completed online, mailed, delivered, or scanned and emailed in accordance with the instructions above.

A proxy can be any person of your choice and does not have to be a shareholder of Evolve Education. If you wish you can appoint the Chairperson of the Meeting as your proxy. The Chairperson will vote in accordance with your instructions, or, failing your instruction, in accordance with the terms set out in note 4 of this Proxy Form.

1. If you tick the box “discretion” on any resolution, you are directing your proxy or representative to decide how to vote on t hat resolution on your behalf. If you tick the “abstain” box on any resolution, you are directing your proxy or representative not to vote on that resolution. If you do not tick any boxes or your direction on how the proxy is to vote is unclear (in the Proxy’s sole opinion) in respect of a resolution, then the direction is to abstain. The Chairperson intends to vote discretionary proxies in favour of the Resolution.

2. If you return this form without appointing a proxy, the Chairman of the Meeting will vote in accordance with your express instructions.

3. This Proxy Form must be signed by you or your attorney, duly authorised in writing. In the case of a joint shareholding, this proxy may be signed by either of the joint shareholders (or their duly authorised attorney). In the case of a corporate shareholder, this Proxy Form must be signed by a director or a duly authorised officer acting under the express or implied authority of the corporate shareholder, or an attorney duly authorised by the corporate shareholder.

4. If the proxy is signed under a power of attorney, a certificate of non-revocation must be completed and a copy of the power of attorney provided to Link Market Services Limited, unless it is has already been noted by the Company or Link Market Services Limited.

General

1. This Postal/ Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a Solicitor, Justice of the Peace or Notary Public must be lodged with Link Market Services Limited by no later than 12 noon, Tuesday 13 September 2022 (NZST), (being 48 hours prior to the meeting) in accordance with the instructions above.

Go online to vote.linkmarketservices.com/EVO to appoint your proxy, or turn over to complete the form.

SECTION 1: VOTE BY POSTAL VOTE OR APPOINT A PROXY

POSTAL VOTE

I wish to vote by postal vote (please tick the box).

OR APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a shareholder(s) of Evolve Education Group Limited:

Hereby appoint

Or failing that person

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as my/our proxy to vote for me/us on my/our behalf at the Special Meeting of Evolve Education Group Limited to be held virtually at 12 noon on Thursday, 15 September 2022 (NZST), or at any adjournment of that meeting. If you wish, you may appoint the Chairperson of the Meeting as your proxy by entering “Chairperson of the Meeting” in the box above.

SECTION 2: VOTING INSTRUCTIONS

This form is to be used to vote as follows on the following resolution:

TICK ( ) IN BOX TO RECORD YOUR VOTE

• BUSINESS FOR AGAINST ABSTAIN DISCRETION ORDINARY RESOLUTION

• 1. That the shareholders of Evolve Education Group Limited (Evolve) ratify, confirm and approve for all purposes, including for the purposes of both Rule 5.1.1(a) and (b) of the NZX Listing Rules, the sale of 100% of the shares in Lollipops Educare Centres Limited under a share sale agreement dated 29 August 2022 between Shine BidCo Limited, Lollipops Educare Holdings Limited and Evolve Early Education Pty Limited, wholly owned subsidiaries of Evolve (the Transaction), as described in more detail in the Explanatory Statement and accompanying materials, and to authorise the directors of Evolve to take all actions, do all things and execute all documents and agreements necessary or considered by them to be necessary or expedient to give effect to the Transaction.

SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed

Shareholder 1 Shareholder 2 Shareholder 3 or director or duly authorised officer or attorney Contact name _________________________ Contact Telephone ___________________ Date ______________

Email _____________________________________________________________________________________________ If you received the Notice of Meeting & Proxy by mail and wish to receive your future investor communications by email please provide your email address above.