EMBARK EARLY EDUCATION LIMITED — Proxy Solicitation & Information Statement 2023

May 18, 2023

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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).

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

EMBARK EDUCATION GROUP LIMITED ANNUAL MEETING

2023 Admission Card, Proxy or Postal Voting Form

The Embark Education Group Limited Annual Meeting will be held on Tuesday, 6 June 2023 at 11:00am (NZST) at Link Market Services Limited, Level 30, PwC Tower, 15 Customs Street West, Auckland, New Zealand and via the Link Market Services Virtual Annual Meeting platform at www.virtualmeeting.co.nz/evo23. If you will attend the Annual Meeting online, you will require your CSN/Holder Number for verification purposes.

You can also appoint your proxy, or vote by postal vote on the resolutions on the reverse of this form online by going to vote.linkmarketservices.com/EVO or by scanning the QR code above with your smartphone.

For your postal vote or proxy to be effective it must be lodged with Link Market Services by no later than 11:00am, Sunday, 4 June 2023 (NZST).

NOTES

Attending the Meeting

1. If you propose to attend the Annual Meeting in person, please bring this Proxy Form to the meeting to assist with your registration. All shareholders must register with Link Market Services prior to entering the meeting room.

Postal Vote

1. If you propose not to attend the Annual Meeting in person or online, you may vote by postal vote. Your postal vote may be completed online, mailed, hand 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. 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

1. All shareholders entitled to attend the meeting and vote at the meeting may appoint a proxy or, in the case of a corporate shareholder, a representative to attend and vote instead on your behalf. This Proxy Form may be completed online, mailed, hand 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 Embark. 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.

2. If you tick the box “discretion” on any resolution, you are directing your proxy or representative to decide how to vote on that 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 all discretionary proxies in favour of the resolutions, other than Resolution 6.

3. None of J 47 Pty Limited, the directors of Embark or any of their respective Associated Persons (as that term is defined in the NZX Listing Rules), is entitled to vote in respect of Resolution 6. Pursuant to NZX Listing Rule 6.3, each of these persons cannot act as a proxy in respect of Resolution 6 unless they are given express direction on how to vote.

4. If you return this Proxy Form without appointing a proxy, the Chairperson of the meeting will vote in accordance with your express instructions.

5. This Proxy Form must be signed by you or your attorney, duly authorised in writing. In the case of a joint shareholding, this Proxy Form may be signed by any 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.

6. If the Proxy Form 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 Embark 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 11:00am, Sunday, 4 June 2023 (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 Embark 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 Annual Meeting of Embark Education Group Limited to be held at 11:00am on Tuesday, 6 June 2023 (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 resolutions:

TICK ( ) IN BOX TO RECORD YOUR VOTE

BUSINESS	FOR	AGAINST ABSTAIN DISCRETION	AGAINST ABSTAIN DISCRETION	AGAINST ABSTAIN DISCRETION
RESOLUTIONS1. That the Board be authorised to fix the fees and expenses of theauditor of Embark for the ensuing year.
2. That Renita Garard be elected as a Director of Embark.
3. That Kim Campbell be re-elected as a Director of Embark.
4. That Michelle Thomsen be elected as a Director of Embark.
5. That the scheme of arrangement relating to the re-domicile of Embark,
as set out in the Scheme Plan accompanying the Notice of Meeting,
be and is approved.
6. That Embark be delisted from the NZX Main Board and ASX.

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

Shareholder 1

Shareholder 2 Shareholder 3

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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.