IDP EDUCATION LIMITED — Capital/Financing Update 2019

Sep 30, 2019

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

IDP Education Limited (IDP Education)

ABN

59 117 676 463

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• ⁺Class of ⁺securities issued or to $\mathbf{1}$ be issued
• Number of ⁺securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued

Unlisted Performance Rights over the ordinary shares in IDP Education

245,832 Unlisted Performance Rights 15,466 Unlisted Service Rights

⁺ See chapter 19 for defined terms.

3	Principal terms of the *securities (e.g. if options, exercise price and expiry date; if partly paid + securities, the amount outstanding and due for payment; if dates +convertible securities, the conversion price and dates for conversion)	245,832 Unlisted Performance Rights were granted as follows: 135,086 FY20 Award Performance Rights, with a vesting date of 31 August 2022 110,746 FY20 IDP Plan Award Performance Rights, with a vesting date of 31 August 2022
		Unlisted Performance Rights were granted subject to meeting the financial and tenure performance conditions.
		15,466 Unlisted Service Rights were granted, subject to meeting the tenure performance conditions, with a vesting date of 30 June 2020.
		The Performance and Service Rights have an exercise price of nil in accordance with the terms and conditions of the IDP Education Employee Incentive Plan.
		The rights granted will only vest on satisfaction of performance conditions which include financial measures and

continued employment.

⁺ See chapter 19 for defined terms.

4	Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted +securities? If the additional + securities do not rank equally, please state: the date from which they do $\bullet$ the extent to which they $\bullet$ participate for the next dividend, (in the case of a distribution) trust, or interest payment the extent to which they do ۰ not rank equally, other than in relation to the next distribution dividend, or interest payment	Prior to exercise, the Unlisted Performance Rights do not carry a right to vote or receive dividend or distributions. The ordinary shares provided on exercise of the rights will rank equally with the fully paid ordinary shares then on issue.
5	Issue price or consideration	Performance Rights over ordinary shares issued for consideration as a component of incentive pay for IDP executives.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Performance Rights over ordinary shares issued as a component of incentive pay for IDP executives.
6a	Is the entity an $\pm$ eligible entity No has obtained security that holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the + securities the subject of this Appendix 3B, and comply with section 6i
6b	The date the security holder resolution under rule 7.1A was passed	Not applicable.
6с	Number of + securities issued without security holder approval under rule 7.1	Not applicable.

⁺ See chapter 19 for defined terms.

6d	Number of + securities issued with security holder approval under rule 7.1A	Not applicable.
6e	Number of + securities issued with security holder approval under rule another 7.3, or specific security holder approval (specify date of meeting)	Not applicable.
6f	Number of + securities issued under an exception in rule 7.2	Not applicable.
6g	If + securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the *issue date and both values. Include the source of the VWAP calculation.	Not applicable.
6h	If + securities were issued under rule for 7.1A non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements	Not applicable.
6i	Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements	Not applicable.
	+ Issue dates	30 September 2019
7	Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.
		Number	+ Class
8	Number + class of and all + securities quoted ASX on (including the + securities in section 2 if applicable)	Close Bal 254,444,968	Ordinary shares

⁺ See chapter 19 for defined terms.

$\mathbf Q$	Number and + class of all
	*securities not quoted on ASX
	(including the + securities in
	section 2 if applicable)

Number	+ Class
Balance 369,247	FY17 Award Performance
(369, 247) Exercised	Rights
Close Bal $\circ$
Balance 223,357	FY17 IDP Plan Award
(223.357) Exercised	Performance Rights
Close Bal $\mathbf{o}$
Balance 48,543	FY17 Special Incentive
Exercised (48,543)	Award Performance
Close Bal o	Rights
Balance 197,362	Hotcourses "Earn Out"
(197,362) Exercised	Performance Rights
Close Bal O
Balance 371,509	FY 1 8 Award Performance
Cancelled (29,168)	Rights
Close Bal 342,341
Close Bal 269,295	FY18 IDP Plan Award
	Performance Rights
188,205 Balance	FY19 Award Performance
Cancelled (13.995)	Rights
Close Bal 174,210
Balance 166,241	FY19 IDP Plan Award
Cancelled (1,778)	Performance Rights
Close Bal 164,463
Issued 135,086	FY 20 Award Performance
Close Bal 135,086	Rights
Issued 110,746	FY20 IDP Plan Award
Close Bal 110,746	Performance Rights
Balance 1,000,000	CEO Incentive Award
(280,000) Exercised	Options
Close Bal 720,000
	2018 Deferred STI Grants
Balance 22,471
Exercised (22, 471)
Close Bal $\overline{\mathbf{o}}$
Issued 15,466 Close Bal 15,466	2019 Deferred STI Grants

Dividend policy (in the case of a
trust, distribution policy) on the $10$ increased capital (interests)

Part 2 - Pro rata issue

⁺ See chapter 19 for defined terms.

$\mathbf{u}$	holder security approval Is required?	Not applicable.
12	Is the issue renounceable or non- renounceable?	Not applicable.
13	Ratio in which the + securities will be offered	Not applicable.
14	+ Class of + securities to which the offer relates	Not applicable.
15	+ Record date determine to entitlements	Not applicable.
16	Will holdings different on (or subregisters) be registers calculating aggregated for entitlements?	Not applicable.
17	Policy for deciding entitlements in relation to fractions	Not applicable.
$18\,$	Names of countries in which the entity has security holders who will not be sent new offer documents	Not applicable.
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for of receipt acceptances or renunciations	Not applicable.

⁺ See chapter 19 for defined terms.

20	Names of any underwriters	Not applicable.
21	Amount of any underwriting fee or commission	Not applicable.
22	Names of any brokers to the issue	Not applicable.
23	Fee or commission payable to the broker to the issue	Not applicable.
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	Not applicable.
25	If the issue is contingent on security holders' approval, the date of the meeting	Not applicable.
26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	Not applicable.
27	If the entity has issued options, and the terms entitle option holders participate to on exercise, the date on which notices will be sent to option holders	Not applicable.
28	Date rights trading will begin (if applicable)	Not applicable.
29	Date rights trading will end (if applicable)	Not applicable.
30	How do security holders sell their entitlements in full through a broker?	Not applicable.
31	How do security holders sell part of their entitlements through a accept for the broker and balance?	Not applicable.

⁺ See chapter 19 for defined terms.

How do security holders dispose $3²$ of their entitlements (except by sale through a broker)?

Not applicable.

⁺Issue date 33

Not applicable.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• Type of ⁺securities 34 (tick one) *Securities described in Part 1 $(a)$
• $(b)$

All other ⁺securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

			Tick to indicate you are providing the information or
documents

• If the 'securities are 'equity securities, the names of the 20 largest holders of the 35 additional *securities, and the number and percentage of additional *securities held by those holders
• If the *securities are *equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over
• A copy of any trust deed for the additional +securities 37

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of + securities for which + quotation is sought	Not applicable.
39	+ Class of + securities for which quotation is sought	Not applicable.
40	Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted *securities? If the additional + securities do not rank equally, please state:	Not applicable.
	the date from which they do ٠ the extent to which they $\bullet$ participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do ۰ not rank equally, other than in relation to the next dividend, distribution interest Or payment
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period	Not applicable.
	(if issued upon conversion of another + security, clearly identify that other + security)
42	and + class of Number all + securities quoted ASX on (including the + securities in clause 38)	Number Not applicable	+ Class Not applicable

$+$ See chapter 19 for defined terms.

Ouotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the ⁺securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• The issue of the *securities to be quoted complies with the law and is $\bullet$ not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the *securities for sale within 12 months after their issue $\bullet$ will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any 3 claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document is not available now, we will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

..............Date: 1 October 2019 Sign here: (Director/Company Secretary) Murray Walton Print name:

$== == == == ==$

⁺ See chapter 19 for defined terms.

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Insert number of fully paid +ordinary securities on issue 12 months before the *issue date or date of agreement to issue
Add the following:
Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2
Number of fully paid + ordinary securities $\bullet$ issued in that 12 month period with shareholder approval
Number of partly paid +ordinary $\bullet$ securities that became fully paid in that 12 month period
Note: Include only ordinary securities here - $\bullet$ other classes of equity securities cannot be added Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of $\bullet$ securities on different dates as separate line items
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period
"A"

⁺ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15
that has already been used	Step 3: Calculate "C", the amount of placement capacity under rule 7.1
Insert number of + equity securities issued or agreed to be issued in that 12 month period not counting those issued:
Under an exception in rule 7.2 $\bullet$
Under rule 7.1A $\bullet$
With security holder approval under rule ۰ 7.1 or rule 7.4
Note: This applies to equity securities, unless specifically excluded - not just ordinary securities Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of $\bullet$ securities on different dates as separate line items
"C"
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15
Note: number must be same as shown in Step 2
Subtract "C"
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.15] – "C"
	[Note: this is the remaining placement capacity under rule 7.1]

⁺ See chapter 19 for defined terms.

Part 2

	Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
"А"
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Insert number of + equity securities issued or agreed to be issued in that 12 month period under rule 7.1A
Notes: This applies to equity securities - not just ordinary securities Include here $-$ if applicable $-$ the securities the subject of the Appendix 3B to which this form is annexed Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained It may be useful to set out issues of $\bullet$ securities on different dates as separate line items "E"

⁺ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" $\times$ 0.10
Note: number must be same as shown in Step 2
Subtract "E"
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.10] – "E"
	Note: this is the remaining placement capacity under rule 7.1A

⁺ See chapter 19 for defined terms.