G8 EDUCATION LIMITED — AGM Information 2012

Mar 25, 2012

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G8 Education Limited

ACN 123 828 553

Notice of Annual General Meeting

Not i ce is given that the Annual General Meeting of G 8 Educatio n Limited ( Company ) wi l l be held on 26 April 2012 at 11.30 am (Brisbane time) a t The South p ort Yacht Cl u b, Macarthur Parade, M ain Beach G old Coast, Q ueensland.

ORDINARY BUSINESS

Financial statements and reports

To receive and c onsider the Company’s financial re p ort, the dir e ctors’ repo r t and the a u ditors’ rep o rt for the p e riod end e d 31 Dece m ber 2011.

Resolution 1: Remuneration report

To c onsider an d , if though t fit, pass t h e following as an advi s ory ordinary resolutio n in accordance with se c tion 250 R (2) of the C orporations Act :

“Th a t the section of the report of the directors’ con t ained in th e 2011 Ann u al Report d e aling with the remuner a tion of t h e Company ’ s Directors a nd Senior Executives (‘Remunerati o n Report’) b e adopted”.

This resolution s hall be dete r mined as if it were an o rdinary res o lution, but u nder sectio n 250R(3) of the Corporations Act , the vote is a dvisory onl y and does n ot bind the D irectors of t he Compan y .

Resolution 2: Re‐election of a Director – Andrew Peter Somerville Kemp

To c onsider and , if thought f it, pass the f ollowing re s olution as an ordinary r e solution:

“Th a t Mr Andre w Peter So m erville Kem p , having be e n appointed as a Direc t or on 18 M a rch 2011 in accordance with Arti c le 46(b) o f the Company’s Cons t itution, an d retiring in accordanc e with Arti c le 47(d) o f the Comp a ny’s Constitution, and being eligible for re‐el e ction, be el e cted as a Director of the Company. ”

Resolution 3: Re‐election of a Director – Susan Margaret Forrester

To c onsider and , if thought f it, pass the f ollowing re s olution as an ordinary r e solution:

“Th a t Ms Susan Margaret Forrester, ha v ing been a p pointed as a Director o n 3 Novem b er 2011 in accordance with Arti c le 46(b) o f the Company’s Cons t itution, an d retiring in accordanc e with Arti c le 47(d) o f the Comp a ny’s Constitution, and being eligible for re‐el e ction, be el e cted as a Director of the Company. ”

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Resolution 4: Re‐election of a Director – Matthew Reynolds

To c onsider and , if thought f it, pass the f ollowing re s olution as an ordinary r e solution:

“Th a t Mr Matt h ew Reynolds, having b e en appoint e d as a Dire c tor on 3 N o vember 20 1 1 in accord a nce with A r ticle 46( b ) of the Co m pany’s Co n stitution, and retiring in accordan c e with Arti c le 47(d) of t he Compa n y’s Constit u tion, and being eligib l e for re‐ele c tion, be ele c ted as a Director of the Company.”

Resolution 5: Re‐election of a Director – Ms Jennifer Joan Hutson

To c onsider and , if thought f it, pass the f ollowing re s olution as an ordinary r e solution:

“Th a t Ms Jennif e r Joan Hut s on, who re t ires in acco r dance with Listing Rule 14.4 and A r ticle 47(b) o f the Comp a ny’s Constitution an d , being eligible for re‐el e ction, be elected as a Director of the Company. ”

SPECIAL BUSINESS

Resolution 6: Financial benefit to Related Party

To c onsider and , if thought f it, pass the f ollowing re s olution as an ordinary r e solution:

“Th a t for the p u rposes of L isting Rule 10.11 and C hapter 2E o f the Corp o rations Ac t and for all other purp o ses, app r oval is give n for the issue of share s and the pr o vision of a loan by the Company t o Mr Christ o pher Paul Sacre, Chi e f Operating Officer of t h e Company, on the ter m s and conditions set ou t in the Expl a natory Stat e ment”.

Resolution 7: Issue of securities

To c onsider and , if thought f it, pass the f ollowing re s olution as an ordinary r e solution:

“Th a t for the p u rposes of Listing Rule 7.1 and for a l l other pur p oses, approval is given f or the issu e of shares to Mr Jae Fraser, Gen e ral Manag e r, Operatio n s, of the C o mpany, on the terms and conditio n s set out in the Explan a tory Statement”.

Resolution 8: Amendment to Financial benefit to Related Party

To c onsider and , if thought f it, pass the f ollowing re s olution as an ordinary r e solution:

“Th a t for the p u rposes of C hapter 2E o f the Corporations Act a nd for all o ther purpo s es, approval is given for the ext e nsion of th e loan agre e ment between the Co m pany to M r Christoph e r John Sco t t, Managin g Director o f the Co m pany, on th e terms and conditions s et out in th e Explanator y Statement”.

Resolution 9: Ratification of share issue

To c onsider and , if thought f it, pass the f ollowing re s olution as an ordinary r e solution:

“Th a t for the p u rposes of L isting Rule 7 .4 and for a ll other pu r poses, me m bers ratify a nd approv e the issue o f 12 mill i on shares t o the Vend o rs of the u n its in the K i ndy Patch U nit Trust, a s final consi d eration for the purcha s e of tho s e units ”.

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OTHER BUSINESS

To transact all o t her busine s s which ma y be brough t forward in a ccordance w ith the Co n stitution.

By o rder of the B oard of Dir e ctors

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Jen n ifer Joan H u tson

Cha i rperson

23 M arch 2012

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Entitlement to vote

The Directors have deter m ined that, f or the pur p ose of voti n g at the Meeting, sha r es in the C o mpany will be ta k en to be held by the Sh a reholders o n 24 April 2 0 12 at 11:00 am (Brisba n e time).

PROXIES

In accordance w ith Sectio n 249L of the Corporatio n s Act 2001 , Shareholde r s are advise d that:

• each Sh a reholder w h o is entitle d to attend a nd cast a vote at the m e eting has a r ight to app o int a proxy;

• the pro x y need not b e a Shareh o lder of the C ompany; a n d

• a Share h older who i s entitled to cast two or more votes may appoin t two proxie s and may s p ecify the proportion or numb e r of votes e ach proxy is appointed t o exercise. I f no propor t ion or num b er is specifi e d, then in a ccordance w ith Section 249X(3) of the Corporations Act , ea c h proxy ma y exercise h a lf of the votes. Fractions are disreg a rded.

• If you w i sh to appoi n t a proxy a n d are entitl e d to do so, p lease com p lete and ret u rn the atta c hed proxy form.

• A corpo r ation may e lect to appoint a repres e ntative rat h er than a proxy, in acco r dance with the Corpora t ions Act . In this case, t h e Company will require written pro o f of the representative’s appointm e nt, which m ust be lodg e d with or p r esented to t he Compan y prior to th e meeting.

The instrument appointin g the proxy m ust be received by the C ompany at the addres s specified b e low at leas t 48 hours before t h e time noti f ied for the M eeting (pr o xy forms can be lodged by facsimil e ).

Registered G8 Educati o n Limited Postal Address G8 E ducation Li m ited Office Suite 27, P e gasus Centre P.O . Box 7092 42 ‐ 46 Bun d all Road G.C . M.C. QLD 9 7 26 BUNDALL Q LD 4217 Facsimile (07) 5581 5311 Number

VOTING EXCLUSION STATEMENT

Voting exclusion on Resolution 1

A v ote may no t be cast (in any capacit y ) on Resolu t ion 1 by or o n behalf of:

• Key Management Pe r sonnel of t he Compa n y (includin g Directors), details of whose re m uneration are disclosed i n the Remu n eration Re p ort; or

• A closely r elated party (such as c lose family members a nd any co m panies the person co n trols) of those persons.

H o wever, a v o te may be c a st on Resolution 1 by a member of t he Key Ma n agement P e rsonnel or a closely related party to a me m ber of the Key Manag e ment Pers o nnel, if the vote is cast as a proxy appointed i n writing w h ich sp e cifies the w ay in which the proxy is to vote on R esolution 1 , and the vote is not ca s t on behalf o f a member of th e Key Mana g ement Pers o nnel or a closely relate d party to a m ember of t he Key Management Personnel.

Voting exclusion on Resolutions 6, 7 and 8

Because Resolutions 6, 7 and 8 rela t e to the remuneration of membe r s of Key Management Personnel, the Company will d isregard any votes cast on Resoluti o ns 6, 7 and 8 by a member of key M anagemen t Personnel o r a cl o sely relate d party of a member o f the Key M anagement Personnel w ho is app o inted as pr o xy, where the appointment d oes not spe c ify the way in which th e proxy is to vote on a resolution.

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H o wever, if t h e person a ppointed under proxy is the chai r of the m e eting and t he appoint m ent expre s sly authorises th e chair to e x ercise the proxy even if the resolution is co n nected dir e ctly or indirectly with the re m uneration o f a member of the Key Manageme n t Personnel , the Company will not d isregard th e vote.

In addition, in accordance with the A S X Listing Rules the Company will di s regard any votes cast b y the follo w ing persons in res p ect of the f o llowing res o lutions:

• (a) Resolution 1 – the C ompany will disregard a ny votes by any Directo r and any of t heir associ a tes; ( b ) Resolution 6 – the C ompany will disregard a ny votes by Christopher Paul Sacre a nd his asso c iates. (c) Resolution 7 – the C ompany will disregard a ny votes by Jae Fraser a n d his assoc i ates;

• (d) Resolution 8 – the C ompany will disregard a ny votes by Christopher John Scott a nd his asso c iates. (e) Resolution 9 – the C ompany will disregard any votes b y the vendo r s of the Ki n dy Patch child care cen t res and their associate s .

H o wever the C ompany ne e d not disre g ard a vote i f :

• It is cast b y a person as a proxy fo r a person w ho is entitl e d to vote, i n accordanc e with the directions on the proxy for m ; or

• It is cast b y the perso n chairing th e meeting a s proxy for a person wh o is entitled t o vote, in accordance w ith the directi o ns on the p roxy form t o vote as th e proxy deci d es.

As Resolution s 2, 3, 4 and 5 (relating t o the elect i on of Direc t ors) do not propose to provide a financial ben e fit, each candidat e may validl y cast a vot e in respect o f the resol u tion to ele c t them as a Director wi t hout infrin g ing se c tion 224 of the Corpor a tions Act and Listing Ru l e 10.3. In t h e interests o f good cor p orate governance pract i ces however, eac h of the candidates and their associa t es will abst a in from cas t ing a vote o n the resol u tion relatin g to th e ir re‐electi o n (except a s proxy for a person who is entitled t o vote).

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EXPLANATORY STATEMENT

G8 Education Limited ABN 95 123 828 553

ORDINARY BUSINESS

1. Financial Statements and Reports

The C o rporations A ct 2001 requires the Company’s fin a ncial repor t , the direct o rs’ report a n d the audit o r’s report to be tabled at the A nnual Ge n eral Meeti n g of the C ompany. I n addition, t he Compa n y’s Consti t ution provi d es for such reports and statement to be received and consi d ered at the meeting.

Apart f rom the m a tters involving remuner a tion of dir e ctors which are require d to be vote d upon, neither the Corporations A ct nor the C ompany’s C onstitution requires a vote of members at the A nnual Gen e ral Meeti n g on such r e ports. Ho w ever, mem b ers are give n the oppor t unity to rai s e questions with respec t to these r eports and s tatements a t the meeti n g.

The fi n ancial report, director s ’ report an d auditor’s r eport may be found in the annual report for the Comp a ny, which h as previou s ly been se n t to memb e rs and which is also a v ailable on the Compa n y’s website www.g8e d ucation.co m .

Members may su b mit a writt e n question t o the auditor no less t h an 5 days p rior to the A nnual Gen e ral Meeti n g which rel a tes to the c ontent of t h e auditor’s r eport or th e conduct o f the audit i n relation to the financial report to be consider e d at the m e eting. The a u ditor will b e attending t he Annual G eneral Meeting and will answer w ritten ques t ions submitted prior t o the meeti n g.

2. Resolution 1 – Remuneration Report

Sectio n 250R of the Corporati o ns Act 200 1 requires that the remuneration re p ort be put to the mem b ers for ad o ption by w a y of a non‐ b inding vote.

The vote of the m e mbers is ad v isory only a nd does not bind the di r ectors or th e Company. The re m uneration report may be found in t he annual f inancial rep o rt which m e mbers rec e ived via mail or which members can access from the Com p any’s websi t e www.g8e d ucation.co m . Following conside r ation of the Remunerat i on Report, m embers will be given a reasonable opportunit y to ask qu e stions abo u t, or make c omments o n , the Remuneration Re p ort.

Please note that t h e Chair of t h e Meeting is not permitted to vote undirected proxies for R esolution 1 . If you in t end to app o int the Chair of the M e eting as yo u r proxy, yo u should dir e ct your pr o xy how to v ote by ticking the rele v ant boxes n ext to each item on th e Proxy For m (For, Against or Abstai n ), or by tic k ing the Chair’s box, in which case the Chair w i ll vote your proxy in fa v our of Res o lution 1. Please follow the instru c tions on th e Proxy Form. If you do n ot direct th e chair of th e Meeting h o w to vote o n Resolutio n 1, she wi l l not be abl e to vote yo u r undirecte d proxy for R esolution 1.

Consequences

You should also be aware that recent ame n dments to t he Corpora t ions Act ha v e now impl e mented a ‘ t wo strikes ’ re‐electio n process w hich applie s to resolu t ions relating to the R e muneratio n Report. I f a company’s Remuneration Rep o rt receives a ‘no’ vote o f 25% or more of all vo t es cast at t w o consecu t ive annua l general m e etings (the ‘two strikes ’ ), a spill re s olution mu s t be put at the second AGM requi r ing share h olders to vote on whether the Com p any must h o ld another g eneral me e ting to consider spilling the Board. If the spill resolution i s approved b y a simple majority of 50% or mor e of the eli g ible votes c a st, the spill meeting m ust be held within 90 d a ys.

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At the spill meetin g , those individuals who were direct o rs when th e Remunera t ion Report was considered at the most rece n t AGM will be require d to stand f or re‐electi o n. If, at t h e spill me e ting, all of the direct o rs are removed, the re m aining posi t ions will be filled by those three wit h the highe s t percentag e of votes in their favo u r.

Such a n event would have a significant i m pact of the Company and severe l y interrupt the Compa n y’s strate g y and pote n tially, its m a rket value. The di r ectors believe that the C ompany’s r emuneration policies and structure s are appropriate relativ e to the siz e of the Co m pany, its business and s t rategic obj e ctives and m arket practice.

The directors recommend you vote in favour of this resolution.

3. Resolutions 2, 3 and 4– Election of Directors

Under Article 46( b ) of the C o mpany’s C o nstitution, t he Board m ay appoin t any perso n as a direc t or, subjec t to certain conditions. Directors a ppointed under Article 46(b) mus t retire at t h e next An n ual Gener a l Meeting after their appointment a nd be subje c t to a vote f or re‐electi o n at that m e eting. In acc o rdance wi t h the Cons t itution, An d rew Peter Somerville Kemp, Sus a n Margare t Forrester a nd Matth e w Reynold s cease to h o ld office an d , all being eligible, pres e nt themsel v es for re‐el e ction. A sum m ary of eac h candidate’ s experienc e and qualifi c ations appe a r below.

Mr Andrew Peter Somerville Kemp

Mr An d rew Kemp h as joined t h e G8 Educa t ion board.

Mr Ke m p is the m a naging dire c tor of Hun t ington Group, a Queensland based a dvisory fir m . Mr Kemp has struct u red and im p lemented the ASX listi n g of 12 co m panies in a d dition to other corpora t e advisory a nd invest m ent activities.

He holds a Bach e lor of Co m merce de g ree from the Universi t y of Melb o urne and is a chartered accou n tant. After w orking for KPMG and Littlewoods Chartered A ccountants in Melbourne and Syd n ey, Mr Kemp joined A IFC, the m erchant ba n king affilia t e of the ANZ Banking Group in S ydney prio r to establishing Hunti n gton Group in 1987.

Ms Susan Margaret Forrester

BA, LLB (Hons) EMBA, FAICD

Ms Fo r rester is a n experienc e d company director wi t h a diverse portfolio c a reer. She has a signifi c ant blend of commer c ial, financi a l and lega l managem e nt experie n ce gained across public, private a nd charit a ble organis a tions. She is currently a director of Ergon Ener g y Corporation Limited, Shine Lawy e rs Limited, (Trustee) G old Coast P arklands, M ajor Brisba n e Festivals P ty Limited, a nd Royal C h ildren's Ho s pital Found a tion.

Ms F o rrester is a member of the Operat i onal Risk a n d People C o mmittees o f the Ergo n Energy Bo a rd. Ergon E nergy is an electricity distributor, r e tailer and g enerator w h ich services around 690,000 custo m ers across an area of o ne million s q uare kilom e ters or 97% of the state of Queensl a nd. The co m pany employs aroun d 4,700 people across the state an d has a tot a l asset bas e of $10 bi l lion. The f o recast EBIT for 2011/ 1 2 for Ergon is $731.8 million.

In add i tion to her d irectorship s , Ms Forrester leads th e Strategy P r actice of B o ard Matter s Pty Ltd. In t his role, s he provide s expert ad v ice to list e d and unli s ted boards on board g overnance, executive a nd strate g y issues.

Ms Fo r rester has p reviously b e en the Chi e f Executive Officer of T h e CEO Insti t ute in Que e nsland and has served on the Qu e ensland Pr o fessional Cr e dit Union, t he Advisor y Board to t h e Queensland Department of Pri m ary Industries and Fish e ries and the Board of D e af Services.

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Throu g h these a p pointments , Ms Forre s ter has a keen focus on strateg y develop m ent, corpo r ate gover n ance, brand and reputa t ion manag e ment and s t rategic human resource s .

She h o lds a Bach e lor of Arts ( Japanese), B achelor of Laws (Honours), an Ex e cutive Masters of Busi n ess Administration an d is a Fellow of the Austr a lian Institu t e of Company Directors .

Mr Matthew Reynolds

BSc (Hons), LLB (Hons), MQLS

Mr Re y nolds is cu r rently a partner at HW L Ebsworth L awyers and has experience in capit a l markets, A SX listing s , private e q uity and m ergers an d acquisitio n s. He specialises in p r oviding tail o red legal a nd strate g ic advice in a highly reg u lated and technical market and ha s advised on a large nu m ber of com p lex capital market and merger and acquisiti o n projects . His key cl i ents are p r imarily in the energy a nd resour c es, technol o gy and infr a structure s e ctors throu g hout Austr a lia and Asia.

He is a n expert in providing h i gh level ad v ice in a stringently reg u lated and h ighly technical market a nd has advised on a l a rge numbe r of comple x corporate projects. Hi s key clients are primarily in the en e rgy and re s ources, tec h nology and infrastruct u re sectors t h roughout Australia and Asia.

Mr Re y nolds is a d irector of t hree opera t ional subsi d iaries of the Thailand b ased conglomerate Minor Intern a tional. Th o se subsidiaries are Deli c ious Food H olding (Aus t ralia), Delic i ous Food A u stralia Finance and MHG Hotel H o lding Austr a lia. The gr o up recently acquired th e Oaks Hotel group in Australia. He has held a number of board positions on em e rging companies in the energy an d resources a nd technol o gy sector s .

He hol d s a Bachel o r of Political Science an d Economics (Honours) a nd a Bachelor of Laws ( H onours) and is a me m ber of the C ompany Law Committ e e of the Q u eensland L a w Society. H e is curren t ly a partne r at HWL Ebsworth La w yers. The directors recommend you vote in favour of the re‐election of Andrew Kemp, Susan Forrester, and Matthew Reynolds.

4. Resolution 5 – Re‐election of Directors

Under Article 47(b ) of the Co m pany’s Con s titution and Listing Rule 14.4, one t h ird of the c u rrent Direc t ors (exclu d ing the Managing Dire c tor) must r e tire by rot a tion at eac h annual ge n eral meeti n g. Accordingly, Ms Je n nifer Joan H utson, being determin e d as the di r ector eligible retire at t h is annual g eneral mee t ing and, b e ing eligible , presents h e rself for re‐ e lection.

A sum m ary of Ms H utson’s ex p erience and qualificatio n s appear b e low.

Ms Jennifer Joan Hutson B.Com, LL.B, FAIM

Ms Hu t son is a m e rchant ban k er and fund manager. S he has over 20 years e x perience in capital mar k ets involving listed co m panies, an d is an experienced corp o rate adviser and comp a ny director.

Ms Hu t son holds a Bachelor of Commerce a nd a Bachelor of Law. S he was Qu e ensland Bu s inesswoma n of the Ye a r and Australian Institu t e of Manag e ment Own e r/Manager of the Year.

Ms Hu t son is a me m ber of the G8 Educati o n Limited A u dit Commit t ee. The directors recommend you vote in favour of the re‐election of Jennifer Joan Hutson.

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SPECIAL BUSINESS

5. Resolution 6: Financial benefit to Related Party

Under the ASX Lis t ing Rules, t h e Company must obtai n sharehold e r approval i n order to g r ant shares a nd provid e a loan to f u nd the sha r es, to the C o mpany’s C h ief Operating Officer, C h ristopher P a ul Sacre.

As wit h all other e x ecutives of the Compa n y, the perf o rmance of M r Sacre as Chief Operating Officer has been reviewed as p art of the C ompany’s p erformance manageme n t framewo r k. That review process has led to a recomme n dation to g rant securities to Mr S a cre on the t erms outli n ed below a s part of a l o ng term p erformance incentive arrangement.

As an n ounced to t he ASX on 15 Februar y 2012, the Company has agreed t o issue 1,2 8 5,714 ordi n ary shares to the nominated entit y of Mr Sacr e , subject to shareholder approval, o n the terms set out belo w .

Terms of share issue

The key terms of t h e proposed share issue are as follo w s:

Propo sed allottee :	Propo sed allottee :	Propo sed allottee :	Propo sed allottee :		Aparty n ominated b y Christoph er Paul Sacr e
Maxim um numbe r of shares					1,285, 71 4 ordinarys hares
to be		issued:
Propo sed date of issue:					Within1 month of th e date of th is meeting
Relat	ionship:				The shar es will be all otted to an entity nomin ated and
					controlle d by Mr Sac re, the Chie f Operating Officer of th e
					Company
Issue		price:			70 cents per share, t o be funded by a loan pr ovided by th e
					Company on the term s set out be low
Term		s of issue of	shares:		(1) All sh ares will be subject toe scrow andw ill not bea ble to
					bet ransferredo r sold unti l release in accordance with
					follo wing timeta ble:
					o O ne year fro m date of issue: 428,5 71 sharesw ill be
					r eleased from escrow
					o T wo years fr om date of issue: 428,5 71 sharesw ill be
					r eleased from escrow
					o T hree years from date of issue: 428, 572 sharesw ill be
					r eleased from escrow
					(2) The shares willn ot be ablet o be transfe rred or sold until
					relea sed frome scrow as s et out abov e, or the l oan is
					repa id and thep ersonal guar antee releas ed.
					(3) All s hares will b e released f rom escrow in the even t of a
					take over.
Inten ded use of f			unds raised:		The proc eeds of the shares willb e funded by a loan prov ided
					bythe Co mpany

The shares are being allotted a t 70 cents e ach, which is a 6.7 per c ent discoun t to the closing price of the shares of 75 ce n ts on 14 F ebruary 2 0 12, being the day i m mediately p rior to the date of the announcement.

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The v o lume weigh t ed average price of the Company’s shares prio r to the ann o uncement o f the proposed share i ssue on 15 F ebruary 20 1 2 was as f o llows:

30 da y VWAP		60 d ay VWAP		90 d ay VWAP
70.54 centsper sh are		67.2 4 centsper share		65. 47 centsper share

Since t he date of the annou n cement of t his propos e d share issue, the pri c e at which the Compa n y’s shares have trade d has increa s ed. As the share price increases, t h e propose d issue price of 70 cents per share r epresents a greater dis c ount to ma r ket.

The share price m a y increase o r decrease prior to the date of the Annual Ge n eral Meeting. Accordingly, the pr o posed issu e price of th e shares ma y constitute a larger or s m aller disco u nt to mark e t as at the d ate of the meeting.

Loan arrangement

The is s ue of shares is proposed to be fun d ed by way o f a loan fr o m the Com p any to the nominee of Mr Sacre. This loan may be regar d ed as the giving of a fin a ncial benefit to a relat e d party of t h e Company . In additi o n, the prov i sion of a lo a n to the nominee of M r Sacre to a s sist him to a cquire 1,285,714 share s at 70 ce n ts per share may be regarded a s providing ‘financial assistance’ u nder section 260A of the Corpo r ations Act. Accordingly, the ASX Listing Rul e s and the C orporation s Act requi r es shareholder appro v al to be obtained in order for this t o occur.

Detail s relevant to shareholde r s’ consideration of this p roposal are set out bel o w:

Ident ity	An entit y nominated by Mr Sacr e will be adv anced the lo an for thep urpose of
	acquirin g the shares detailed ab ove. As indi cated previo usly, Mr Sac re is the Chi ef
	operatin g Officer of the Compan y.
Natur e of the	The prov ision by the Companyo f a loan of u p to $900,00 0 for the pu rposes of
financ ial benefit	acquirin g the shares detailed ab ove
Term	Three ye ars
Intere st	6% pera nnum capit alised and re paid at the end of the th ree year te rm
Secur ity	(1) The loan will be secured by way of a p ersonal gua rantee by C hristopher	P aul
	Sacr e in favouro f the Compa ny;
	(2) The loan isprovi ded as a ful l recourse lo an.
Repay ments	All divid end payme nts from th e Company are to be applied to repay inter est
	and/ord ebt
Resig nation	In thee vent thatM r Sacre lea ves the em ploy of the Company, the shares	still
	subject to escrow sh all be trans ferred at th e lower ofc urrent mar ket value of 70
	centspe r share to a partynomin ated bythe Company.
Ratio nale	The suc cess of the Companyd epends gre atly on the people em ployed by	the
	Compan y. To main tain and im prove perfo rmance, the Companyh as an ongo ing
	need to motivate an d incentivise its seniorm anagement team.
	The Boa rd proposes providing this financia l assistance to Mr Sacr e’s nominee in
	order to enable itt o acquire s hares in the Company, in order to ensure a de ep
	alignme nt of interes t betweent he Compan yand its Ch ief Operatin gOfficer.	T he

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loan will enable the nominee o f Mr Sacre t o acquire an interest in t he Compan y at a share price of 70 cents whic h was deter m ined as r e asonable as at the dat e of announ c ement on 1 5 February 2012 and as at the da t e of issue of this Notic e of Meetin g .

The rel e ase of the s hares from escrow in tranches ove r a three ye a r period is p art of ensuring ongoi n g alignment between the Chief O perating O fficer and the perfor m ance of the Company for the benefi t of shareho l ders.

The dir e ctors belie v e that the proposed loan and s h are issue a re in the b est interest s of the Co m pany and p romote the interests o f the Company on the b a sis that senior mana g ement wil l be incre a singly committed to improving the perfor m ance of the Company for the benefi t of shareho l ders. The Dir e ctors belie v e that the l oan and sh a re arrange m ent will assist in ensu r ing Mr Sac r e’s long te r m commit m ent to the Company, a nd as such , the combi n ed packag e is a more attractive a nd effectiv e form of r e muneratio n than a sa l ary increas e .

In relation to the v a lue of the loan and s h are packag e , the Direc t ors considered that th e value of $ 9 00,000 ov e r a three year period w as approp r iate in ligh t of current industry p r actice, the resultant l ong term c ommitmen t this pack a ge require s by Mr Sacr e to the Co m pany, and M r Sacre’s c u rrent salary .

Directors’ recommendation

The Directors of t h e Compan y believe th a t providing the propos e d loan to t h e nominee of Christopher Paul Sacre to acquire the sh a res in the C ompany is not materially prejudi c ial to the interests of the Comp a ny or its sh a reholders. T he reasons for this con c lusion are as follows:

• The Direct o rs believe that Mr Sacr e plays a cr i tical role in ensuring t h e smooth operation of the Company’s extensive n etwork of c hild care c e ntres. Acc o rdingly, it i s importan t to ensure Mr Sacre’s ong o ing involvement in the Company’s f uture.

• Under the p roposed ar r angement, M r Sacre is required to p rovide a pe r sonal guara n tee as security for the loa n , and is restricted in terms of trans f erring or selling the sha r es in tranc h es of one‐t h ird per annum over a thre e year perio d . In order t o obtain th e benefit of t his arrangement, Mr S a cre must make a long term commitme n t to the Co m pany. Mr S acre will also be incenti v ised in res p ect of the financial perfor m ance of Co m pany and t h e returns t o shareholders.

• Provision o f the incenti v e to Mr Sa c re by way o f an issue o f shares me a ns that no c apital outlay is required b y the Comp a ny. Furthe r , as the sh a res may not be transf e rred into t h e open ma r ket until one, t w o and thre e years afte r issue, the dilutory impact on the sh a re price will be lessene d .

Directors’ interest in the outcome

None o f the direct o rs have a p e rsonal inte r est in the o u tcome of t h e proposed resolution.

Valuation of the financial benefit

The value of the fi n ancial ben e fit being pr o vided to M r Sacre is $9 0 0,000 over a three yea r period. Th i s is the equivalent of 1 ,285,714 sh a res at 70 c e nts.

Total remuneration package

This is proposed t o be a one‐o f f issue of shares to a pa r ty nominat e d by Mr Sa c re. The remuneration by the Com p any to Mr S acre for the current financial year c o mprises:  a base sala r y of $201,1 5 4 per annu m exclusive o f superann u ation;

• superannu a tion of $19,504; and

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 $1,279 in s h are based p ayments.

Existing interests

The relevant current interests o f Mr Sacre in the secur i ties of the Company are set out bel o w:

Relate d Party Shares		Options
Christ opher Paul Sacre 500,000		Nil

Effects on the Company and shareholders

As in d icated abo v e, the dire c tors of th e Company believe tha t providing the propos e d loan to the nominee of Mr Sa c re to acqui r e the share s in the Company is not m aterially p r ejudicial to the interest s of the Company or it s sharehold e rs.

The a s sessment o f material p r ejudice tak e s into consideration the whole tra n saction an d its immediate conse q uences, an d has quan t itative and qualitative elements. The quanti t ative elem e nt involves an assess m ent of the impact of p roviding th e loans to acquire the shares on th e Company’s future pr o fits and c a sh flows. The qualit a tive eleme n t requires a n assessm e nt of all in t erlocking elements of the comm e rcial transaction as a w h ole to determine wher e the net balance of the f inancial ad v antage lies.

The di r ectors of t h e Company consider that the provision of the l oan will no t have a ma t erial impac t of the C o mpany’s financial position. As the loan funds w ill be used for payme n t of the share price for the shares to be issue d , the funds will be im m ediately re t urned to the Company in the form of subscrip t ion mone y . Accordin g ly, the gran t ing of the loan to acquire the shares will have n o detriment a l impact on the Comp a ny’s cash fl o w and on repayment o f the loan, the funds re c eived will b e available to the Comp a ny as wo r king capital.

Furth e r, the direc t ors of the C ompany do not have a n y reason t o believe th a t the nomi n ee of Mr S a cre will default on his o bligations u nder the te r ms of the l o an.

In addition, the p r oposed iss u e of shares to Mr Sacr e will not h a ve a significant dilutory effect on the positi o n of other s hareholder s in the Company, as th e proposed s hare issue w ill take the total share s on issue f r om 200,20 9 ,010 shares, to 201,494 , 724 ordina r y shares.

Additional information and recommendation

Copie s of the Notice of Meeti n g and the E xplanatory Memorandum were lod g ed with ASIC before b e ing sent t o members.

The di r ectors consider that thi s Explanato r y Memoran d um contains all materi a l informati o n known to the comp a ny that co u ld reasona b ly be required by me m bers in d e ciding how to vote o n the proposed resolu t ion.

The Directors believe that the proposed share issue and loan terms are commercially reasonable, and recommend you vote in favour of this resolution.

6. Resolution 7 Proposed issue of securities to Jae Fraser

The C o mpany see k s members’ approval fo r the issue o f shares as f o llows:

Propo sed allottee :	Jae Fra ser
Maxim be iss Propo um numbe ued: sed date of r of shares issue: to	857,14 3 ordinarys hares
	Within the iss three mont ue of shares hs of the da te of the me eting approv ing
Issue price:	70 cen tsper share

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Term The u funds Votin s of issue: se or intend raised: g exclusion ed use of th statement: e	The sh ordina The pr provid The Co byJae ares will ran ry Shares on oceeds of th ed by the Co mpany will Fraser anda k equally in issue. e shares wil mpany in th disregard an nyof his ass all respectsw l be funded e amount of y votes cast ociates. ith the exis by a loan $600,000 on this reso ting lution

The directors recommend you vote in favour of this resolution.

7. Resolution 8: Amendment to Financial benefit to Related Party

In acc o rdance wit h the Corp o rations Act , the Comp a ny must o b tain shareholder appr o val in orde r to grant a loan to a related par t y to fund t he purchas e of shares from the C o mpany. On 27 May 2 0 10, share h older appr o val was granted for th e issue of s h ares and the provision of a loan t o Mr Scott, the Mana g ing Director of the Com p any on the following terms:

Amou nt:	$700,0 00
Term :	Twoye ars
Intere st:	6% per term annum cap italised and repaid at th e end of th e loan
Use o f loan funds :	Acquis ition of 2 mi llion shares in the Comp any
Secur ity:	 Sec  All to  Loa  Sha rep ured by wa dividend pa repaymento n is full reco res not able aid and sha y of a mortg yments from f the loan urse to be trans re mortgage age over the the Comp ferred or so released shares; any to be a ld until the pplied loan is

The initial term o f the loan a g reement w as two yea r s, so that i t was due t o expire in May 2012. T he Comp a ny seeks shareholder a p proval to extend the t e rm of the l o an agreem e nt with Mr Scott so th a t it expire s on the sa m e date as t h e loan agr e ement pro v ided to Mr Sacre descr i bed in Res o lution 6 ab o ve, being A pril 2015.

The balance terms of the loan a greement w ith Mr Sco t t will remai n unchange d , including the interest r ate of 6% p er annum, a nd the sec u rity arrangements.

Reasons for extension of loan term

The di r ectors beli e ve that alig n ing the rep a yment dat e of Mr Scot t ’s loan with the repay m ent date of the loan t o Mr Sacre w ill assist in a ligning the s enior man a gement team within th e Company. Both loans are for th e purpose o f acquiring shares in th e Company, a nd are the r efore desig n ed to motivate the se n ior mana g ement tea m and deepe n their com m itment to improving t h e performa n ce of the C o mpany for the benefi t of shareh o lders. The directors b e lieve that b y extendin g the term o f Mr Scott’ s loan until the same r epayment d ate of Mr Sacre’s loa n in April 2 0 15, Mr Scott will be i n centivized t o continue his comm i tment to in c reasing sha r eholder val u e.

Impact of extension of loan term

The di r ectors beli e ve that the extension o f the term o f the loan w ill not be m aterially p r ejudicial to the intere s ts of other Shareholders or the C o mpany. T h e extensio n of the lo a n term, an d the fact t hat repay m ent will no t occur until April 2015, will not ma t erially imp a ct the Com p any’s finan c ial position , its future profits or c a shflows. T h e security w ill remain i n place and interest will continue t o accrue for the benefi t of the Co m pany.

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Further, the direc t ors of the C ompany h a ve no reas o n to believ e that the M r Scott wil l default on his obliga t ions under t he terms of the loan.

The directors recommend you vote in favour of this resolution.

8. Resolution 9: Ratification of share issue

On 30 September 2 010, mem b ers at gene r al meeting approved the issue of 1 2 million or d inary share s as partial considerati o n for the acquisition o f the entity which own e d 30 child c are centres. These sh a res were i s sued to th e vendors o n 1 Decemb e r 2010, an d the centre s are now o w ned and m anaged by the Comp a ny.

Pursu a nt to the agreement w ith the ven d ors, a second tranche o f 12 millio n shares were to be iss u ed subjec t to actual c e ntre level Earnings Bef o re Interest a nd Taxatio n being no l e ss than $4. 5 million for the 12 mo n ths ending 31 Decemb e r 2011. As this conditi o n has been satisfied, 1 2 million sha r es were iss u ed to the v endors on 2 4 February 2012, and t h e Company now seeks t o members ’ approval f o r that issue:

Allott ee:	The Kind securityhold y Patch child ers of thee care centre ntity which s owned the 30
Numb er of shares issued:	12m illion ordina ry shares
Price at which the shares wer e issued:	60 ce nts per sha re
Term s of the Shar es:	The ordin shares rank ary shareso equally in al n issue l respectsw ith the exist ing
The u se of the fun ds raised:	Parti whic al considera h owned the tion for the 30 Kindy Pa acquisitio tch child ca n of the en re centres tity
Votin g exclusion statement:	The reso Companyw lution by the ill disregar allottees an d any vote d any of the s cast ont ir associate his s.

The directors recommend you vote in favour of this resolution.

PROXY FORM G8 Educatio n Limited A.B.N. 95 123 828 55 3

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A Appointment of proxy

I/ w e being a me m ber/s of G8 Education Limited and entitled t o attend and v ote hereby ap p oint the Chairperson If you are N O T appointin g the of the Meeting OR Ch a irperson of t h e Meeting a s your (mark box with an pr o xy, please wr i te the name o f the ‘X’) pe r son or body c orporate (exc l uding th e registered S h areholder) y o u are ap p ointing as yo u r proxy.

or f ailing the per s on/body corp o rate named, or if no person / body corporat e is named, th e Chairperson o f the Meeting, as my/our pr o xy to act generally at t h e meeting on m y/our behalf a nd to vote in a ccordance with the followin g directions (or if no direction s have been gi v en, as th e proxy sees fit ) at the Annual General Meet i ng of the Company to be hel d at 11.30am ( B risbane time) on 26 April 2012, at The Sou t hport Ya c ht Club, Maca r thur Parade, M ain Beach Gol d Coast, Quee n sland and at a n y adjournment of that meeti n g.

Please note in respect of Resolution 2: If the Chairperson of the Meeting is your proxy or is appointed proxy by default

By marking the b ox below, yo u are directin g the Chairper s on of the meeting to vote in accordance with his/her v oting intentions on Re s olution 1 as s e t out below a n d in the Notic e of Meeting. I f you do not m ark this box, and you have n o t directed yo u r proxy how t o vote on Resolution 1, the Chairperso n of the meeting will not cast y our votes on R esolution 1 and your votes w ill not be coun t ed in calculati n g the re q uired majority if a poll is call e d on this res o lution. If you a ppoint the C h airperson of t h e Meeting as y our proxy, yo u can direct hi m /her ho w to vote by either marking t he boxes on a ny or all item s in Part B bel o w (for example, if you wish to vote ‘Against’ or ‘Abstain ’ from vo t ing), or by ma r king this box, i n which case t h e Chairperson of the Meetin g will vote in fa v our of Resolu t ion 1.

Th e Chairperson o f the Meeting will vote all av a ilable proxies i n favour of Re s olution 1.

I/we dir e ct the Chairp e rson of the M e eting to vote in accordance with his/her v o ting intentio n s (except whe r e I have indic a ted a different voting intention below) an d acknowledg e that the Chairperson of the Meeting ma y exercise my proxy even t h ough Resoluti o n 1 is connected directly or indirectly with t he remuneration of a mem b er of key man a gement pers o nnel and even if the Chairper s on of the Me e ting has an in t erest in the o u tcome of tha t resolution an d that votes c a st by him/her, other than as proxy holder, w ould be disregarded because of that interest.

B Votin g directio n s ‐ To direct your proxy how to vote on a resolution, please insert in the appropriate box below.

For Against Abstain* Resolution 1 Re m uneration Re p ort Resolution 2 Re ‐ election of a Director: Andre w Peter Somer v ille Kemp Resolution 3 Re ‐ election of a Director: Susan M argaret Forr e ster

For Against Abstain*

Resolution 4

Re‐election of a Director: Matthew Reynolds

Resolution 5

Re‐election of a Director: Jennifer Joan Hutson

Resolution 6

Financial benefit to a related party

Resolution 7

Issue of securities Resolution 8 Amendment to financial benefit to a related party

Resolution 9 Ratification of share issue

In addition to the intentions advised above, the Chairperson of the Meeting intends to vote all available proxies in favour of each of the items of business.

• If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

• If no direction is given above, I/we authorise my/our proxy to vote or abstain as my/our proxy thinks fit in respect of each resolution (including any procedural resolution) to be considered by the meeting and any adjournment of that meeting.

C Signature of Securityholders – This MUST be completed

Securityholder 1 (individual) Joint Securityholder 2 Joint Securityholder 3 (Individual) (Individual) Sole Director and Sole Company Secretary Director/Company Secretary Director (Delete one)

This form should be signed by the Securityholder. If a joint holding, both Securityholders should sign. If signed by the Securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Clth).

IMPORTANT

Please complete this form where indicated (A), (B), & (C) and return to the Company Secretary, at the registered office or forward to P.O. Box 7092, Gold Coast Mail Centre, Queensland 9726, Australia. Proxy forms must be received by 11.30am (Brisbane time) on 24 April 2012 .

Notes :

• (a) Insert name of proxy. The proxy must be a natural person.

• (b) A member is entitled to appoint 1 or 2 proxies to attend and vote at the meeting. If you appoint a second proxy you must delete the word “all” and insert the proportion of your voting rights given to the proxy in this form. An additional proxy form for the other proxy will be supplied on request.

• (c) If you wish to direct your proxy how to vote, mark For, Against or Abstain for each resolution.

• (d) All joint holders of shares must sign this form. A corporation must sign in accordance with its Constitution.

• The proxy form (and the original or a certified copy of any power of attorney under which it is signed) must be received by the Company not later than 11.30am (Brisbane time) on 24 April 2012.