Janison Education Group Limited ACN 091 302 975

Share Purchase Plan

SPP Offer closes at 5.00pm (Sydney time) on Thursday, 15 July 2021

This is an important document.

This document has been prepared by Janison Education Group Limited. The Offer is an initiative that provides Eligible Holders with the opportunity to subscribe for up to A$30,000 of SPP Shares at a discount to the prevailing market price and without brokerage or other transaction costs.

The Offer does not take into account the individual investment objectives, financial situation or particular needs of each Eligible Holder. Accordingly, before making a decision on whether or not to accept the Offer, you should consult your financial or other professional adviser.

This document is not a prospectus or other disclosure document under the Corporations Act.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

LETTER FROM THE CHAIRMAN ............................................................................................................... 2	LETTER FROM THE CHAIRMAN ............................................................................................................... 2
KEY	DATES ................................................................................................................................................... 4
IMPORTANT NOTICES ................................................................................................................................ 5
QUESTIONS AND ANSWERS .................................................................................................................... 7
TERMS AND CONDITIONS ....................................................................................................................... 11
1	SPP OFFER TIMETABLE .................................................................................................................. 11
2	ELIGIBLE HOLDERS ......................................................................................................................... 11
3	APPLICATIONS FOR SPP SHARES ............................................................................................... 12
4	APPLICATION AMOUNT AND NUMBER OF SPP SHARES ........................................................ 17
5	ISSUE OF SPP SHARES ................................................................................................................... 18
6	WAIVER AND TERMINATION .......................................................................................................... 18
7	UNDERWRITING ................................................................................................................................ 18
8	SETTLING DISPUTES ....................................................................................................................... 18
9	RISKS .................................................................................................................................................. 18
10	PRIVACY ......................................................................................................................................... 19
11	GOVERNING LAW ......................................................................................................................... 19
12	ASIC AND ASX RELIEF AND NOTICES ..................................................................................... 19
13	REFUNDING AND RETURNING APPLICATION MONIES ........................................................ 20
GLOSSARY ................................................................................................................................................. 21

LETTER FROM THE CHAIRMAN

1 July 2021

Dear Eligible Holder

On behalf of the Board of Directors of Janison Education Group Limited (ACN 091 302 975) ( Janison ), I am pleased to offer you the opportunity to apply for new ordinary shares in Janison ( SPP Shares ) through a Share Purchase Plan ( SPP ). The SPP allows each Eligible Holder the opportunity to subscribe for up to $30,000 of SPP Shares at an issue price of $0.82 without incurring brokerage or other transaction costs.

The Janison Board has determined to cap the size of the SPP at $2 million, in aggregate. As the SPP is not underwritten, the SPP may raise less than this amount.

The SPP follows Janison’s successful institutional placement announced on Thursday, 24 June 2021 of approximately 18.3 million Shares at $0.82 per Share under Janison’s existing placement capacity which will raise $15 million before costs.

The issue price of new Shares under the SPP will be $0.82 per SPP Share, being the issue price under the Placement. The issue price represents an approximately:

7.7% discount to the VWAP over the 5 trading days up to, and including, Tuesday, 22 June 2021 ($0.8885); and
7.9% discount to the last trading day on Tuesday, 22 June 2021 ($0.89) immediately prior to the announcement of the SPP .

It is intended that funds raised under the Placement and SPP will be used by Janison to capitalise on revenue growth opportunities across PISA and ICAS products, invest in product development and acquisitions and strengthen its balance sheet and provide working capital flexibility.

Participation in the SPP is voluntary. Full details of the SPP are set out in the Terms and Conditions contained in this Booklet, which I encourage you to read in full.

Details of the SPP Offer

The SPP is offered exclusively to holders of fully paid Shares in Janison as at 7.00pm (Sydney time) on Wednesday, 23 June 2021 who have a registered address in Australia, New Zealand or Spain and who are not Excluded Holders ( Eligible Holders ). All Eligible Holders that participate in the Offer must comply with the foreign offer restrictions that are set out in the Terms and Conditions. Certain Eligible Holders who are Custodians and hold Shares on behalf of certain beneficiaries are also offered the opportunity to participate in the SPP on behalf of those beneficiaries in accordance with the Terms and Conditions.

Holders in the United States are not eligible to participate in the SPP. Similarly, persons (including Custodians) who hold Shares on behalf of persons in the United States, or who are acting for the account or benefit of persons in the United States, are not eligible to participate in the SPP on behalf of those persons.

The SPP provides Eligible Holders with an opportunity to contribute up to $30,000 (in parcels of $1,000, $2,500, $5,000, $7,500, $10,000, $15,000, $20,000, $25,000 or $30,000) in applying for SPP Shares. If Janison receives applications that exceed the amount it proposes to raise under the SPP, it may decide to scale back applications or raise a higher amount, in its absolute discretion. If a scale back is applied, this means that an Eligible Holder may be allocated fewer SPP Shares than they apply for under the SPP.

If Janison decides to conduct any scale back of applications, for example because the aggregate amount applied for under the SPP exceeds Janison’s requirements, the scale back will be applied on a pro rata basis, either based on the size of the Eligible Holder’s existing holding of Shares or based on the number of SPP Shares that the Eligible Holder has applied for. All Shares issued under the SPP will rank equally with existing Shares and will carry the same voting rights and entitlements to receive dividends from the date of issue.

No brokerage, commissions or other transaction costs apply to purchases under the SPP.

How to accept this Offer

Please carefully read and follow the instructions set out in this Booklet when applying to participate in the SPP. To apply for SPP Shares, you must, by 5.00pm (Sydney time) on Thursday, 15 July 2021 , either make a payment directly via BPAY® or by electronic funds transfer in accordance with the instructions as set out in the Application Form. There is no requirement to return the Application Form if you are paying by either method.

The SPP offer will open at 9.00am (Sydney time) on Thursday, 1 July 2021 and will close at 5.00pm (Sydney time) on Thursday, 15 July 2021.

Further Information

This Booklet contains important information about the SPP to assist you in deciding whether to participate in the SPP. You should read this Booklet carefully and in its entirety. For further information, you can contact the Janison Information Line on 1300 288 664 (within Australia) and +61 2 9698 5414 (outside Australia) between 8.30am and 5.00pm (Sydney time), Monday to Friday.

The SPP Offer does not take into account your individual investment objectives, financial or taxation situation or particular needs. If you have any questions in relation to the SPP offer, you should seek professional advice from your stockbroker, solicitor, accountant or other independent and qualified professional adviser.

On behalf of the Board of Janison, I thank you for your continued support of Janison.

Yours sincerely

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Michael Hill Chairman Janison Education Group Limited

KEY DATES

Event	Description	Date (and time if relevant)
Record Date	The date and time that eligibility to participate in the SPP was determined.	7:00pm (Sydney time) on Wednesday, 23 June 2021
Opening Date	SPP opens. Applications can be submitted and BPAY® and EFT payments can be made on and from this date.	9:00am (Sydney time) on Thursday, 1 July 2021
Closing Date	SPP closes. Applications must be received by this time and date.	5:00pm (Sydney time) on Thursday, 15 July 2021
SPP Results announcement	The results of the SPP will be announced to ASX (including scale back policy if applicable).	Wednesday, 21 July 2021
Issue Date	SPP Shares will be issued on this date.	Wednesday, 21 July 2021
Dispatch Date	Holding statements will be dispatched to Holders.	Thursday, 22 July 2021
Commencement of trading	SPP Shares commence trading on ASX.	Friday, 23 July 2021

This timetable is indicative only and is subject to change. Janison may alter the dates above, withdraw or vary the SPP, or accept Applications received after the Closing Date, in each case in Janison’s absolute discretion, subject to the ASX Listing Rules and the Corporations Act.

IMPORTANT NOTICES

This Booklet does not provide financial advice and has been prepared without taking account of any person’s investment objectives, financial situation and particular needs. You should consider the appropriateness of participating in the SPP having regard to your investment objectives, financial situation or particular needs.

You should seek professional advice from your stockbroker, solicitor, accountant or other independent and qualified professional adviser before making any investment decision in relation to these matters.

The offer of SPP Shares under the SPP offer is made in accordance with the Corporations Act and ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 , which grants relief from the requirement for Janison to provide prospectus disclosure in relation to the SPP. This Booklet does not constitute a prospectus or product disclosure statement, and it has not been lodged with ASIC. You must rely on your own knowledge of Janison and previous disclosures made by Janison to ASX. You should seek professional advice from your stockbroker, solicitor, accountant or other independent and qualified professional adviser when deciding whether or not to participate in the SPP offer.

Your Application will be irrevocable and unconditional (it cannot be withdrawn or cancelled) even if the market price of SPP Shares changes after you lodge your Application. If you participate in the SPP by submitting an Application, you are accepting the risk that the market price of Shares may change between the date on which you apply for the SPP Shares and the Issue Date. This means it is possible that, between the time you make your Application and up to or after the Issue Date, you may be able to buy Shares on market at a lower price than the Issue Price.

A cooling-off regime does not apply in relation to the acquisition of SPP Shares.

Janison will not issue SPP Shares under the SPP to an applicant if those securities, either alone or in conjunction with the issue of Shares under other Applications received by Janison, would contravene any law or the ASX Listing Rules.

Eligible Holders should be aware that an investment in Janison involves risks.

Defined words and expressions used in this Booklet are capitalised. See the Definitions section at the end of this Booklet for their definition.

Unless otherwise stated, all references in this Booklet to time are to Sydney, Australia time and to amounts are to Australian dollars.

Taxation

There will be tax implications associated with participating in the SPP Offer and receiving SPP Shares. The Booklet does not take account of the individual circumstances of particular Eligible Holders and does not constitute tax advice. Janison recommends that you consult your professional tax advisor in connection with the SPP Offer.

No overseas offering

This Booklet does not constitute an offer of securities in any place outside Australia, New Zealand or Spain. In particular, this Booklet does not constitute an offer to Excluded Holders. This Booklet is not to be distributed in, and no offer of SPP Shares under the SPP Offer is to be made, in countries other than Australia, New Zealand and Spain. No action has been taken to register or qualify the SPP Offer or the SPP Shares, or otherwise permit an offering of the SPP Shares, in any jurisdiction other than in Australia, New Zealand and Spain.

The distribution of this Booklet (including an electronic copy) outside Australia and New Zealand, is restricted by law. If you come into possession of the information in this Booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

Not for Distribution or Release in the United States

In particular, this Booklet does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be unlawful. The SPP Shares to be offered and sold under the SPP have not been, and will not be, registered under the US Securities Act of 1933 , as amended (the US Securities Act ), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of a person in the United States unless the SPP Shares have been registered under the US Securities Act or are offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable securities laws of any state or other jurisdiction of the United States. The SPP Shares to be offered and sold under the SPP will only be offered and sold to Eligible Holders in Australia, New Zealand and Spain.

Future performance and forward-looking statements

This Booklet contains certain “forward-looking statements”. The words “expect”, “anticipate”, “estimate”, “intend”, “believe”, “guidance”, “should”, “could”, “may”, “will”, “predict”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements, opinions and estimates provided in this Booklet are based on assumptions and contingencies that are subject to change without notice and involve known and unknown risks and uncertainties and other factors that are beyond the control of Janison, its directors and management. This includes statements about market and industry trends, which are based on interpretations of current market conditions.

Investors are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the COVID-19 pandemic. Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumptions on which these statements are based. These statements may assume the success of Janison’s business strategies, the success of which may not be realised within the period for which the forward-looking statement may have been prepared, or at all. No representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this Booklet. The forward-looking statements are based on information available to Janison as at the date of this Booklet. Except as required by law or regulation (including the ASX Listing Rules), none of Janison, its representatives or advisers undertakes any obligation to provide any additional or updated information whether as a result of a change in expectations or assumptions, new information, future events or results or otherwise. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements.

Risks

Refer to the “Key Risks” section of the Investor Presentation released to ASX on Thursday, 24 June 2021 for a summary of certain risk factors that may affect Janison. This can be obtained from the ASX’s website (www.asx.com.au) or at https://www.janison.com/.

QUESTIONS AND ANSWERS

1. What is the SPP?

The SPP is an opportunity for Eligible Holders to purchase up to $30,000 of additional Shares ( SPP Shares ) without brokerage, commissions or other transaction costs. All SPP Shares issued to an Eligible Holder under the SPP will rank equally with their existing Shares and will carry the same voting rights and other entitlements, including entitlements to receive dividends.

2. Why is Janison conducting the SPP?

The detail of these initiatives is further explained in Janison’s announcement to the market dated Thursday, 24 June 2021.

3. How long is the SPP open for?

The SPP offer opens at 9.00am (Sydney time) on Thursday, 1 July 2021 and is scheduled to close at 5.00pm (Sydney time) on Thursday, 15 July 2021 (see the Key Dates section of this Booklet).

If you are an Eligible Holder and would like to participate, you should ensure that the Registry receives payment of your Application Amount by no later than 5.00pm (Sydney time) on Thursday, 15 July 2021 .

4. Who may participate in the SPP?

You may participate in the SPP if you are an Eligible Holder. You are an Eligible Holder if you were a registered holder of Shares at 7.00pm (Sydney time) on Wednesday, 23 June 2021 with a registered address in Australia, New Zealand or Spain and you are not an Excluded Holder.

An Excluded Holder is any Holder (including a Custodian) to the extent that they:

hold Shares on their own account and reside outside Australia, New Zealand or Spain;
hold Shares on behalf of another person who resides outside Australia, New Zealand or Spain; or
are in the United States, or they hold Shares on behalf of persons in the United States, or are acting for the account or

benefit of persons in the United States (to the extent they are participating in the SPP on behalf of those persons).

The SPP Shares are not being offered or sold to the public within New Zealand other than to existing Holders of Janison with registered addresses in New Zealand to whom the offer of the SPP Shares is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 .

This Booklet has not been, and will not be, registered with or approved by any securities regulator in Spain or elsewhere in the European Union. Accordingly, this Booklet may not be made available, nor may the SPP Shares be offered for sale, in Spain except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the "Prospectus Regulation").

In accordance with Article 1(4) of the Prospectus Regulation, an offer of SPP Shares in Spain is limited:

to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation);
to fewer than 150 natural or legal persons (other than qualified investors); or
in any other circumstance falling within Article 1(4) of the Prospectus Regulation.

Certain Eligible Holders who are Custodians holding Shares on behalf of Eligible Beneficiaries are also able to participate in the SPP in accordance with the Terms and Conditions.

5. Do I have to participate in the SPP?

No. Participation in the SPP is entirely voluntary. If you do not wish to participate in the SPP, no action is required on your part.

Before you apply for SPP Shares, Janison recommends that you seek independent financial advice from your stockbroker, solicitor, accountant or other independent and qualified professional adviser, and you monitor the market price of the Shares.

This Booklet does not purport to contain all of the information that you need to make an investment decision. Further details about

Janison, the Placement and the SPP are included in Janison’s ASX announcements released on www.asx.com.au, which you are encouraged to read.

6. Can my offer under the SPP be transferred to a third party?

No. Your rights under this SPP offer are personal to you and cannot be transferred to any person.

7. What is the Issue Price of the SPP Shares under the SPP and are there any risks in participating in the SPP?

The Issue Price of SPP Shares will be $0.82 per SPP Share, being the issue price under the Placement.

There is a risk that the market price of the Shares may rise or fall between the date of this Booklet and the date when SPP Shares are issued or allotted to you under the SPP. This means that the price you pay for the SPP Shares issued to you may be less than or more than the market price of Shares at the date of this Booklet or the time of issue.

Subject to the Corporations Act, your application is unconditional and may not be withdrawn even if the market price of Shares is less than the Issue Price.

In addition, there are risks associated with holding Shares and participating in the SPP. These risks are summarised in the “Key Risks” section of the Investor Presentation that was released to ASX on Thursday, 24 June 2021 and is available on Janison’s website https://www.janison.com/. Eligible Holders are encouraged to read these risks carefully before deciding to apply for SPP Shares under the SPP.

The current Share price can be obtained from ASX under the ASX ticker code “JAN”.

8. What is the maximum number of SPP Shares that I can apply for through the SPP?

Eligible Holders cannot apply for more than A$30,000 of SPP Shares, on the following basis:

if you have multiple registered holdings, or if a Custodian holds Shares on your behalf, the maximum amount you may apply to invest (or instruct a Custodian to apply for) under the SPP (or any similar arrangement offered by Janison in the preceding 12 months) in all capacities in aggregate is A$30,000; and
this limit applies regardless of the number of Shares you currently hold and regardless of whether you participated in the Placement.

By applying to purchase SPP Shares, you represent and certify (amongst other things) to Janison that you have not exceeded this $30,000 limit. Further detail is set out in the Terms and Conditions at terms 3.6 and 3.16.

You give those representations and certifications to Janison irrespective of how you apply. Custodians may only apply for a maximum of A$30,000 of SPP Shares in respect of each Eligible Beneficiary and will be required to certify this to Janison in the Custodian Certificate and as set out in term 3.16(e).

These amounts may be subject to scale back – see Question 13.

9. How many SPP Shares can I apply for

under the SPP?

If you are an Eligible Holder and wish to participate in the SPP offer, you will apply for a certain value, rather than a certain number, of SPP Shares. You are entitled to contribute a set amount of A$1,000, A$2,500, A$5,000, A$7,500, A$10,000, A$15,000, A$20,000, A$25,000 or A$30,000 ( Application Amounts ) in applying for SPP Shares, regardless of the number of Shares or other securities you currently hold. These amounts may be subject to scale back — see Question 13.

If you make a payment for any amount other than one of the prescribed Application Amounts, Janison may round down to the next available Application Amount and return the balance of your Application monies to you. Alternatively, Janison may reject your Application in full.

Janison will determine how many SPP Shares you have applied for by dividing your Application Amount by the Issue Price (described above) in accordance with the Terms and Conditions.

If your nominated Application Amount cannot be divided by the Issue Price to give a whole number of Shares, the number of SPP Shares that you apply for will be rounded down and any remaining balance of your payment will form part of the assets of Janison. You will not receive a refund for this amount, which will always be less than the Issue Price of one Share.

10. How do I apply for Shares under the SPP?

To apply for SPP Shares, you must, by 5.00pm (Sydney time) on Thursday, 15 July 2021, either:

make a payment directly via BPAY® by using the unique Reference Number printed on your Application Form ; or
make a payment by Electronic Funds Transfer ( EFT ) using the unique reference number located on your personalised Application Form.

You do not need to return an Application Form if you have made payment by either method. Cheques and money orders will not be accepted. Further detail is set out in the Terms and Conditions at term 3.10.

You must make payment of your Application Amount so that it is received by the Registry by 5.00pm on Thursday, 15 July 2021 (the Closing Date for the SPP).

You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. You may also have your own limit on the amount that you can pay via BPAY® or EFT. It is your responsibility to check that the amount you wish to pay via BPAY® or EFT does not exceed your limit.

Custodians are also required to provide a Custodian Certificate and must comply with the additional requirements set out in the Terms and Conditions. See also Question 16 below.

Your Application will be irrevocable and unconditional (it cannot be withdrawn or cancelled) even if the market price of SPP Shares changes after you lodge your Application.

11. Can I withdraw my Application (e.g. if the market price of Janison’s Shares changes after I submit my Application)?

No. Your Application, once made, is unconditional and may not be withdrawn even if the market price of Shares changes after you lodge your Application or is less than the Issue Price. By submitting an Application, you are accepting the risk that the market price of Shares may change between the date on which you apply for the SPP Shares and the Issue Date. This means it is possible that, between the time you make your Application and up to or after the Issue Date, you may be

able to buy Shares at a lower price than the Issue Price

12. What do I do if I receive more than one Application Form?

Eligible Holders who receive more than one Application Form under the SPP or who are able to participate in the SPP as an underlying beneficial owner of an eligible custodian (e.g. where an Eligible Holder holds Shares in more than one capacity), may apply on different Application Forms for Shares, however the total aggregate amount that is applied for must not exceed A$30,000.

13. Do I have a guaranteed allocation of SPP Shares under the SPP?

No. If you are an Eligible Holder and you make a valid Application in accordance with the Terms and Conditions then, subject to the following, you will receive a Parcel of SPP Shares valued at the Application Amount specified in your Application Form and issued at the Issue Price (rounded down to the nearest whole number of SPP Shares).

The Janison Board has determined to cap the size of the SPP at $2 million, in aggregate. As the SPP is not underwritten, the SPP may raise less than this amount.

The Janison Board has determined the size of the SPP at approximately $2 million and in determining the size of the SPP has taken into account the size of the capital raising, the allocation between the Placement and the SPP within the capital raising and Janison’s requirement for new capital. The SPP of approximately $2 million is intended to allow Eligible Holders an opportunity to participate in the Company’s requirement for new capital at this time.

If Janison decides to conduct any scale back of applications, for example because the aggregate amount applied for under the SPP exceeds the SPP cap of $2 million, the scale back will be applied on a pro rata basis, either based on the size of the Eligible Holder’s existing holding of Shares or based on the number of SPP Shares that the Eligible Holder has applied for. This means you may be allocated fewer SPP Shares than the Parcel of SPP Shares for which you applied. If this happens, you will be refunded the difference in the Application Amount as set out in the Terms and Conditions (without interest payable on funds prior to your refund).

14. What costs are associated with the SPP?

There are no brokerage or transaction costs payable by Eligible Holders in relation to the Application for, and the issue of, SPP Shares.

15. Can I apply for SPP Shares under the SPP if my Shares are held by a Custodian?

If you are an Eligible Beneficiary of Shares held by a Custodian you will be eligible to participate in the SPP through that Custodian (see the Terms and Conditions below).

16. How do Custodians apply for Eligible Beneficiaries?

Custodians may only distribute documents relating to the SPP to Eligible Beneficiaries. In particular, Custodians must not distribute any documents relating to the SPP to any person in the United States or to any person acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States), and must not submit an Application or make payment for SPP Shares for any person who is an Excluded Holder.

If you wish to apply as a Custodian under the SPP to receive SPP Shares for one or more Eligible Beneficiaries, you must complete and submit an additional Custodian Certificate that contains further certifications and details (as required under the terms of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 before your Application will be accepted. Applications by Custodians that are not accompanied by a duly completed Custodian Certificate will be rejected. By applying as a Custodian on behalf of Eligible Beneficiaries to purchase SPP Shares, you certify (amongst other things) that each Eligible Beneficiary has not exceeded the $30,000 limit (see Question 8).

and disclosure obligations under the Corporations Act and the ASX Listing Rules. Copies of Janison’s ASX announcements may be viewed on the ASX website at www.asx.com.au (ASX code “JAN”).

Information about Janison, including Janison’s half-yearly and annual financial reports, risks in investing in Janison, presentations and other investor information, can also be obtained from https://www.janison.com/.

Eligible Holders can also visit the contact the Janison Information Line on 1300 288 664 (within Australia) and +61 2 9698 5414 (outside Australia) between 8.30am and 5.00pm (Sydney time), Monday to Friday.

If you have any questions about whether participating in the SPP is appropriate for you, please seek professional advice from your stockbroker, solicitor, accountant or other independent and qualified professional adviser.

18. What is the maximum number of SPP Shares to be issued?

In accordance with ASX Listing Rule 7.2 Exception 5, the total number of SPP Shares under the Offer must not exceed 30% of the number of Shares currently on issue.

To request a Custodian Certificate, please contact the Janison Information Line on 1300 288 664 (within Australia) and +61 2 9698 5414 (outside Australia) between 8.30am and 5.00pm (Sydney time), Monday to Friday.

A Custodian will be ineligible to participate in the SPP if their participation would be in breach of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 .

17. Where can I obtain further information?

Further details about Janison, the Placement and the SPP offer are included in Janison’s ASX announcements, including those released on Thursday, 24 June 2021, which you are encouraged to read. Janison is a disclosing entity for the purposes of the Corporations Act and, as a result, is subject to regular reporting

TERMS AND CONDITIONS

Please read these Terms and Conditions carefully, as you will be bound by them in participating in the SPP.

Eligible Holders accepting the SPP offer will also be bound by the Constitution of Janison. The previous sections of this Booklet and the Application Form are part of these Terms and Conditions.

1 SPP OFFER TIMETABLE

1.1 This SPP offer is dated, and taken to be made on, Thursday, 1 July 2021.
1.2 The SPP offer opens at 9.00am (Sydney time) on Thursday, 1 July 2021 (the Opening Date ) and closes at 5.00pm (Sydney time) on Thursday, 15 July 2021 (the Closing Date ). BPAY® or EFT payments may not be processed and may not be valid if they have not been received by the Closing Date.
1.3 Applications cannot be processed before 9.00am (Sydney time) on Thursday, 1 July 2021.
1.4 The SPP Shares will be issued on the Issue Date. A holding statement is expected to be dispatched to you on or around the Dispatch Date.

2 ELIGIBLE HOLDERS

You may participate in the SPP if you are an Eligible Holder.
2.2 You are an Eligible Holder if you are a registered holder of Shares on the Record Date with a registered address in Australia, New Zealand or Spain and you are not an Excluded Holder. Certain Eligible Holders who are Custodians holding Shares on behalf of Eligible Beneficiaries are also able to participate in the SPP in accordance with these Terms and Conditions.
2.3
An Excluded Holder is any Holder (including a Custodian) to the extent that they:
(a) hold Shares on their own account and reside outside Australia, New Zealand or Spain;
(b) hold Shares on behalf of another person who resides outside Australia, New Zealand or Spain; or
(c) are in the United States, or they hold Shares on behalf of persons in the United States, or are acting for the account or benefit of persons in the United States (to the extent that they are participating in the SPP on behalf of those persons).
2.4 Recipients may not send or otherwise distribute this Booklet or the Application Form to any person outside Australia, New Zealand and Spain.
(a) New Zealand

You acknowledge that the SPP Shares are not being offered or sold to the public within New Zealand other than to existing Holders of Janison with registered addresses in New Zealand to whom the offer of SPP Shares is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 .

You acknowledge that this Booklet has not been registered, filed with or approved by any New Zealand regulatory authority. This Booklet is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

(b) United States

The SPP Shares to be offered and sold under the SPP have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of a person in the United States unless the SPP Shares have been registered under the US Securities Act or are offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable securities laws of any state or other jurisdiction of the United States.

The SPP Shares to be offered and sold under the SPP will only be offered and sold to Eligible Holders in Australia, New Zealand and Spain in “offshore transactions” (as defined in Rule 902(h) under the US Securities Act) in reliance on Regulation S under the US Securities Act.

2.5 If you are an Eligible Holder and the only registered holder of a holding of Shares, but you receive more than one offer under the SPP (due to multiple registered holdings), you may only contribute a maximum of A$30,000 in applying for SPP Shares.
2.6 If two or more persons are recorded in Janison’s Share Register as jointly holding Shares, they are taken to be a single registered holder of Shares for the purposes of the SPP and, if they are Eligible Holders, they are entitled to participate in the SPP in respect of that single holding only. If as joint holders you are Eligible Holders and receive more than one offer under the SPP due to multiple identical holdings, you may still only contribute a maximum of $30,000 in applying for SPP Shares. An agreement, representation, acknowledgement or certification given by any joint holder of Shares is taken to be an agreement, representation, acknowledgement or certification given by all joint holders.
2.7 If you are an Eligible Holder, your rights under this offer are personal to you and nonrenounceable, so you may not transfer them.
2.8 The offer under the SPP is made on the same terms and conditions to each Eligible Holder (whether you are a Custodian or hold Shares on your own account).
2.9 Participation in the SPP is entirely optional. If you are an Eligible Holder, you can choose whether or not to participate. If you are a Custodian, you can choose whether to extend the offer to your beneficiaries that are Eligible Beneficiaries.
2.10 A Custodian may not participate in the SPP on behalf of, nor distribute this Booklet or any other document relating to the SPP to, any person in the United States or any person acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States).
3 APPLICATIONS FOR SPP SHARES
3.1 You may not apply for, and will not be allotted, SPP Shares worth more than A$30,000.
3.2 Janison can reject any Application for SPP Shares, in whole or in part, if Janison believes you have not complied with this condition. Term 3.1 applies irrespective of the number of Shares you hold on the Record Date or whether you participated in the Placement.

Limitations on Applications - General

3.3 If you are an Eligible Holder, you may apply under the SPP to purchase a parcel of SPP Shares valued at a prescribed Application Amount, being one of A$1,000, A$2,500, A$5,000, A$7,500, A$10,000, A$15,000, A$20,000, A$25,000 or A$30,000 ( Parcel ).
3.4 This Parcel may be subject to a scale back and rounding.
3.5 Unless you are applying as a Custodian, the maximum amount of A$30,000 applies even if you receive more than one Application Form or if you hold Shares in more than one capacity

(for example, if you are both a sole and joint holder of Shares – see term 2 above) and irrespective of the number of Shares you hold on the Record Date.

3.6 Unless you are a Custodian, by submitting an Application you represent to Janison that the aggregate Application price for the following does not exceed A$30,000:
(a) the SPP Shares you are applying for in your Application;
(b) any other Shares you are applying for under the SPP, or Shares or interests in the class issued under a similar arrangement in the 12 months before the Application;
(c) any other Shares or interests in the class which you have instructed a Custodian to acquire on your behalf under the SPP; and
(d) any other Shares or interests in the class issued to a Custodian under an arrangement similar to the SPP in the 12 months before your Application under the SPP, as a result of you instructing the Custodian or another Custodian, which resulted in you holding a beneficial interest in the Shares or interests.
3.7 If you are an Eligible Holder and also hold Shares through a Custodian, you may still only contribute a maximum of A$30,000 in applying for SPP Shares (including those you apply for directly and those you instruct a Custodian to apply for).

Limitations on Applications - Custodians

3.8 If you are a Custodian, you may contribute a maximum of A$30,000 in applying for SPP Shares for each participating Eligible Beneficiary on whose behalf you or a downstream custodian holds Shares (but joint holders are taken to be a single holder).
3.9 If you are a Custodian, you must provide Janison with a Custodian Certificate which sets out the matters required in term 3.16(e). This certificate can be obtained by contacting the Janison Information Line on 1300 288 664 (within Australia) and +61 2 9698 5414 (outside Australia) between 8.30am and 5.00pm (Sydney time), Monday to Friday.

Applying for SPP Shares

3.10 If you are an Eligible Holder and wish to participate in the SPP, you can apply for SPP Shares in the following ways:
(a) Option 1 – BPAY® : Apply for SPP Shares by making a payment for your nominated Application Amount using the BPAY® facility provided by your bank as per the instructions in the Application Form. If you received a printed copy of this Booklet with a personalised Application Form, instructions about how to make that BPAY® payment (including your unique BPAY® reference number) are set out in the Application Form.
(b) Option 2 – EFT : Apply for SPP Shares by making an electronic funds transfer ( EFT ) payment for your nominated Application Amount using the unique reference number located on your personalised Application Form.

If you make a payment by BPAY® or EFT, you do not need to return an Application Form but you will be taken to have made the statements and certifications that are set out in the Application Form. Payments must be in Australian dollars. Janison will not accept payment by cash or cheque.

3.11 If you make a payment for any amount other than one of the Application Amounts, Janison reserves the right to reject your Application in whole or in part (including by rounding down to the nearest valid Application Amount). If your Application is rejected, the portion of your Application monies that relates to the rejected portion of your Application will be returned to you under term 13. Payment must be received by 5.00pm (Sydney time) on the Closing Date. Your Application will only be valid when your payment is received.

3.12 Custodians must also provide a Custodian Certificate in accordance with term 3.16(e).

Janison’s discretions regarding Applications

3.13 Janison has a broad discretion to accept or reject your Application to purchase SPP Shares under the SPP, including if:
(a) you have applied for SPP Shares with a total Application price of less than $1,000;
(b) your payment by BPAY® or EFT is not received or is determined by Janison to be incomplete or invalid;
(c) unless you are applying as a Custodian, it appears that you are applying to buy more than A$30,000 (in aggregate) of SPP Shares under the SPP (including as a result of Shares you hold directly, or through a Custodian arrangement);
(d) you are a Custodian, Janison is not satisfied with your certification for any reason, or if you have not provided a Custodian Certificate;
(e) your payment by BPAY® or EFT is not received until after the Closing Date. While Janison has the discretion to accept late Applications or payments (subject to any legal requirements), there is no assurance that Janison will do so. If not accepted, late Applications and payments will be returned to you in accordance with term 13; or
(f) Janison has reason to believe that you are not an Eligible Holder (subject to compliance with any applicable ASIC or ASX requirements).

Janison’s discretion to undertake a scale back

3.14 Janison may decide (in its absolute discretion) to scale back Applications for SPP Shares to the extent and in the manner that Janison thinks fit. If Janison decides to conduct any scale back, it will apply the scale back on a pro rata basis, either based on the size of the Eligible Holder’s existing holding of Shares or based on the number of SPP Shares that the Eligible Holder has applied for.
3.15 If there is a scale back:
(a) you may not receive all the SPP Shares for which you have applied;
(b) if the scale back produces a fractional number of SPP Shares when applied to your Application Amount, the number of SPP Shares you will be allotted will be rounded down; and
(c) Janison will return to you the difference between your Application monies and the total Issue Price for the SPP Shares allotted to you, without interest, in accordance with term 13 (provided that you will not receive a refund for an amount which is less than the Issue Price of one Share).

Effect of applying for SPP Shares

3.16 By making a payment via BPAY® or EFT to participate in the SPP:
(a) your Application, on these Terms and Conditions, will be irrevocable and unconditional (it cannot be withdrawn or cancelled);
(b) you warrant that all the details and statements in your Application are true and complete and not misleading;
(c) you represent that you are, and each person for whom you are acting is, an Eligible Holder or an Eligible Beneficiary;
(d) if you are applying on your own behalf (and not as a Custodian), you certify that, even if you have received more than one offer under the SPP or received offers in more than one capacity, the aggregate Application monies paid by you in any capacity (except as Custodian) for:
- (i) the SPP Shares that you are applying for; and
- (ii) any other Shares that may be, or have been, issued to you or to a Custodian on your behalf and at your instruction, under the SPP or any similar

arrangement operated by Janison in the 12 months before the date Janison received your Application,

is not more than A$30,000. Janison will take no responsibility for Applications in excess of A$30,000;

(e) if you are a custodian, trustee or nominee within the definition of “custodian” in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ( Custodian ), you may participate in the SPP on behalf of each Eligible Beneficiary on whose behalf the Custodian is holding Shares. If you are a Custodian, you may contribute a maximum of $30,000 in applying for Shares for each Eligible Beneficiary on whose behalf you or a Downstream Custodian holds Shares (but joint holders are taken to be a single holder). This is subject to the Custodian providing Janison with a certificate ( Custodian Certificate ) addressed to:

Janison Education Group Limited via email to: [email protected]

with the following information required by ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 :

(i) confirmation that:
(A) the Custodian holds Shares on behalf of one or more other persons (each a "participating beneficiary") that are not Custodians; and/or
(B) a Downstream Custodian holds beneficial interests in Shares on behalf of one or more other persons (each a "participating beneficiary"), and the Custodian hold the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian;
(ii) confirmation that each participating beneficiary has subsequently instructed the following persons:
(A) where sub-paragraph (i)(A) above applies – the Custodian; or
(B) where sub-paragraph (i)(B) above applies – the Downstream Custodian,

to apply for SPP Shares on their behalf under the SPP;

(iii) the number of participating beneficiaries and their names and addresses;
(iv) in respect of each participating beneficiary:
(A) where sub-paragraph (i)(A) above applies – the number of Shares that the Custodian hold on their behalf; or
(B) where sub-paragraph (i)(B) above applies – the number of Shares to which the beneficial interests relate;
(v) in respect of each participating beneficiary:

  - (A) where sub-paragraph (i)(A) above applies – the number or the dollar amount of SPP Shares they have instructed the Custodian to apply for on their behalf; or

  - (B) where sub-paragraph (i)(B) above applies – the number or the dollar amount of SPP Shares they have instructed the Downstream Custodian to apply for on their behalf;

(vi) confirmation that there are no participating beneficiaries in respect of which the total application price for the following exceeds A$30,000:
- (A) the SPP Shares applied by the Custodian under the SPP in accordance with the instructions referred to in sub-paragraph (v) above; and
- (B) any other Shares issued to the Custodian in the 12 months before the Application as a result of an instruction given by them to the Custodian or the Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the SPP;
(vii) confirmation that a copy of this Booklet was given to each participating beneficiary; and
(viii) where sub-paragraph (i)(B) above applies – the name and address of each Custodian who holds beneficial interests in the Shares held by the Custodian in relation to each participating beneficiary;
(f) you agree to these Terms and Conditions and you agree not to do anything which would be contrary to the spirit, intention or purpose of the SPP;
(g) you authorise Janison (and its officers and agents) to do anything necessary on your behalf for SPP Shares to be issued to you in accordance with these Terms and Conditions;
(h) you agree that your Application is only effective when payment in cleared funds is received by the Registry ;
(i) you accept the risk associated with any return of Application monies (for example, in the event of a rejected Application) or other refunds that may be dispatched to you by cheque to your address shown on Janison’s Share Register;
(j) you acknowledge that none of Janison or the Registry or any of their respective advisers or agents has provided you with investment advice, financial product advice or taxation advice in relation to the SPP or the SPP Shares, and that none of them has any obligation to provide this advice, concerning your decision to apply for and purchase SPP Shares;
(k) you acknowledge that this Booklet does not purport to contain all of the information that an investor may require to make an investment decision;
(l) you acknowledge that Janison and its officers and agents, are not liable for any consequences of the exercise or non-exercise of any discretions by any person referred to in these Terms and Conditions;
(m) you agree to be bound by the Constitution of Janison, and the Terms and Conditions; (n) you acknowledge that any remaining balance of your payment, due to a rounding down of the number of SPP Shares, will form part of the assets of Janison (provided that the remaining balance is less than the Issue Price of one Share);

(o) you acknowledge and agree that you are not in the United States and are not acting for the account or benefit of a person in the United States (to the extent that you are acting for the account or benefit of a person in the United States, you are not participating in the SPP in respect of that person);
(p) you acknowledge and agree that the offer and sale to it of the SPP Shares under the SPP has not been and will not be registered under the US Securities Act, or the securities laws of any state or other jurisdiction of the United States, but rather the issue of the SPP Shares under the SPP will be made in reliance on an exemption from registration contained in Regulation S under the US Securities Act for offers and sales made outside of the US. Therefore, you agree that
(i) you may not and will not offer, sell, pledge, transfer or otherwise dispose of any SPP Shares in the United States or for the account or benefit of a US person (as defined in Regulation S of the US Securities Act) ( US Person ) unless and until the SPP Shares are registered under the US Securities Act or offered, sold pledged, transferred or otherwise disposed of in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act or the laws of any state or other jurisdiction in the United States; and
(ii) you may not and will not engage in any hedging transactions involving SPP Shares unless in compliance with the US Securities Act;
(q) you acknowledge and agree that the SPP Shares to be offered and sold under the SPP will only be offered and sold to Eligible Holders in Australia, New Zealand and Spain in “offshore transactions” (as defined in Rule 902(h) under the US Securities Act) in reliance on Regulation S under the US Securities Act;
(r) you represent, warrant and agree that if in the future you decide to sell or otherwise transfer the SPP Shares, you will only do so in standard (regular way) brokered transactions on the ASX, where neither you nor any person acting on your behalf know, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States;
(s) you acknowledge that you have not, and represent, warrant and agree that you will not, send any materials relating to the SPP to any person in the United States or to any person acting for the account or benefit of a person in the United States; and
(t) if you make payment of Application money by BPAY® or EFT, you acknowledge that you will be taken to have made all representations, warranties and undertakings set out in the these Terms and Conditions and the Application Form as if you had validly signed and submitted an Application Form.

4 APPLICATION AMOUNT AND NUMBER OF SPP SHARES

4.1 You agree to pay the Issue Price per SPP Share allocated to you in accordance with these Terms and Conditions.
4.2 You agree to pay the total price of one of the following prescribed Application Amounts:
(a) A$1,000;
(b) A$2,500;
(c) A$5,000;
(d) A$7,500;
(e) A$10,000;
(f) A$15,000;
(g) A$20,000;
(h) A$25,000; or
(i) A$30,000.

4.3 If you make a payment for any amount other than one of the amounts set out in term 4.2, your Application may be rejected. If your Application is rejected, your monies will be returned to you.
4.4 Subject to Janison’s discretion to scale back Applications for SPP Shares under terms 3.14 and 3.15, Janison will determine the number of SPP Shares to be issued to each Eligible Holder who applies for a Parcel, by dividing the value of that Parcel by the Issue Price.
4.5 If your nominated Application Amount cannot be divided by the Issue Price to give a whole number of Shares, the number of SPP Shares that you apply for will be rounded down and any remaining balance of your payment will form part of the assets of Janison. You will not receive a refund for this amount, which will always be less than the price of 1 Share.
5

ISSUE OF SPP SHARES

5.1 On the Issue Date, Janison will issue the number of SPP Shares to each Eligible Holder on the basis set out in term 4.4.
5.2 SPP Shares issued under the SPP will, at the time of issue, rank equally with, and have the same voting rights, dividend rights and other entitlements as existing Shares.
5.3 Janison will apply for SPP Shares issued under the SPP to be quoted on ASX.

6 WAIVER AND TERMINATION

6.1 Janison reserves the right at any time to:
(a) amend or vary these Terms and Conditions;
(b) waive compliance with any provision of these Terms and Conditions;
(c) withdraw the SPP offer or suspend or terminate the SPP;
(d) vary the timetable for the SPP, including the Closing Date, and accept late Applications, either generally or in particular cases; and
(e) not accept an Application, not issue SPP Shares, or issue SPP Shares to a value less than that applied for by an Eligible Holder, including a Custodian applying on behalf of its Eligible Beneficiaries.
6.2 In the event that the SPP is withdrawn or terminated, all Application monies will be returned to you, without interest.
7

UNDERWRITING

7.1 The SPP is not underwritten.

8 SETTLING DISPUTES

8.1 Janison may settle in any manner it sees fit, any difficulties, anomalies or disputes which may arise in connection with the operation of the SPP whether generally or in relation to any participant or any Application for SPP Shares. The decision of Janison is conclusive and binding on all participants and other persons to whom the determination relates. These rights may be exercised by Janison, its Board of Directors or any of their delegates.

9 RISKS

9.1 SPP Shares are a speculative investment and the market price may change between the dates you apply for the SPP Shares and the issue of the SPP Shares to you. Accordingly, the value of the SPP Shares applied for may rise or fall.
9.2 This document is not a prospectus and does not require the types of disclosures required under the Corporations Act. You must rely on your own knowledge of Janison, previous disclosures made by Janison to ASX, and, if necessary, consult your professional advisor when deciding whether or not to participate in the Offer.

9.3 The terms and conditions of the Offer should be read in conjunction with Janison’s continuous and periodic disclosures given to ASX, which are available on ASX’s website at www.asx.com.au (under “JAN”) and the Janison website at https://www.janison.com/. In particular, Janison refers you to the “Risks” section of Janison’s investor presentation released to the ASX on Thursday, 24 June 2021.

10 PRIVACY

10.1 Chapter 2C of the Corporations Act requires information about Holders (including their name, address and details of the Shares they hold) to be included in the public register of the entity in which they hold Shares. This information must continue to be included in the public register even if they cease to be a Holder.
10.2 Janison and the Registry may collect personal information to process the Application and implement the SPP, and to administer holdings of SPP Shares.
10.3 The personal information contained in Janison’s Share Register is also used to facilitate payments and corporate communications (including financial results, annual reports and other information to be communicated to Holders) and to ensure compliance with legal and regulatory requirements, including taxation laws and the Corporations Act.
10.4 The personal information Janison collects in relation to Holders may include the name, address, other contact details, bank account details and details of their holdings of Shares.
10.5 Holders who are individuals and the other individuals in respect of whom personal information is collected, as outlined above, have certain rights to access, correct or update the personal information held about them, subject to some exceptions allowed by law. Those individuals should contact the Janison Information Line on 1300 288 664 (within Australia) and +61 2 9698 5414 (outside Australia) between 8.30am and 5.00pm (Sydney time), Monday to Friday.
10.6 Personal information regarding Holders may be disclosed to joint investors, the Registry, to securities brokers, to third party service providers (including print and mail service providers, technology providers, and professional advisers), to related entities of Janison and each of their agents and contractors, and to ASX and other regulatory authorities, and in any case, where disclosure is required or allowed by law (which may include disclosures to the Australian Taxation Office and other government or regulatory bodies or where you have consented to the disclosure). In some cases, the types of organisations referred to above to whom Janison will disclose personal information may be located overseas.
10.7 The main consequence of not providing the personal information outlined in terms 10.1 - 10.4 above would be that Janison may be hindered in, or prevented from, processing Applications, and from conducting and implementing the SPP.
10.8 The Registry’s privacy policy is available on the Registry’s website at: www.automicgroup.com.au/privacy-policy/.

11 GOVERNING LAW

11.1 These Terms and Conditions are governed by the laws in force in New South Wales, Australia. Any dispute arising out of or in connection with these Terms and Conditions, or the offer of SPP Shares, will be determined by the courts in New South Wales. By accepting the SPP offer, Eligible Holders agree to submit to the exclusive jurisdiction of the courts in New South Wales.
11.2 These Terms and Conditions prevail to the extent of any inconsistency with the Application Form.
12 ASIC AND ASX RELIEF AND NOTICES
12.1 In accordance with the requirements of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 , the Company notes that:

(a) on the last trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on ASX was $0.89 per Share. The Issue Price is a 7.9% discount to that closing price;
(b) the market price of Shares in the Company may rise and fall between the date of the Offer and the date that any Shares are issued under the Offer;
(c) by making an application under this Offer, each Eligible Shareholder will be acknowledging that, although the Issue Price is at a discount to the closing price specified above, Shares are a speculative investment and the price of Shares on ASX may change between the date of the Company announcing its intention to make the Offer and the date of issue of Shares under that Offer and that the value of the Shares received under the Offer may rise or fall accordingly; and
(d) the Issue Price is less than the market price of Shares during a 'specified period' in the 30 days before the date of the Offer (such specified period being the 5 days in which trading in Shares occurred before the date of the announcement of the Offer).
12.2 In accordance with ASX Listing Rule 7.2 Exception 5, the Issue Price is equal to or greater than 80% of the volume weighted average price for the 5 days in which trading in the Shares occurred before the date of the announcement of the Offer.

13 REFUNDING AND RETURNING APPLICATION MONIES

13.1
No interest will be paid on any Application monies returned to you.
13.2 Subject to this term 13, Janison will return or refund the relevant portion of your Application monies to you:
(a) where your Application Amount did not equate to a whole number of SPP Shares and was rounded down, except that any remaining balance of your Application Amount, due to a rounding down of the number of SPP Shares, will form part of the assets of Janison (provided that the remaining balance is less than the Issue Price of one Share);
(b) where Janison rejects your Application because it is not received before the Closing Date;
(c) where your Application or payment was for an amount other than one of the prescribed Application Amounts;
(d) where your Application is scaled back;
(e) where payment of the Application Amount is not submitted in Australian currency;
(f) where Janison rejects your Application in whole or in part for any other reason;
(g) if Janison terminates or withdraws the SPP offer; and/ or
(h) as otherwise required in accordance with these Terms and Conditions.
13.3 It is anticipated that any refund of Application Monies will be paid or mailed by cheque or direct credit as soon as practicable after the Issue Date.
13.4 Janison will refund Application monies using one of the following methods at its discretion:
(a) by direct credit to the bank account that you have previously nominated to Janison, for the purposes of receiving dividend payments; or
(b) by cheque posted to your registered address.

GLOSSARY

The following defined terms apply throughout this Booklet unless the context requires otherwise:

$ or A$	Australian dollars unless otherwise specified.
	An application for SPP Shares under the SPP made by making a valid
Application	payment by BPAY® or EFT in accordance with the Terms and
	Conditions.
Application Amount	A$1,000, A$2,500, A$5,000, A$7,500, A$10,000, A$15,000, A$20,000, A$25,000 or A$30,000.
	The personalised Application form relating to the SPP that Eligible
Application Form	Holders received with this Booklet, including the instructions. This may include a deemed Application form on the same terms, where a valid
	BPAY® or EFT payment is made.
ASIC	The Australian Securities & Investments Commission.
ASX	ASX Limited (ABN 98 008 624 691) or the market operated by it, as the context requires.
ASX Listing Rules	The listing rules of ASX as amended, varied or waived (whether in respect of Janison or generally) from time to time.
Booklet	This booklet in relation to the SPP, including the Application Form.
Share Register	The register of all Holders maintained by the Registry.
Closing Date	5.00pm (Sydney time) on Thursday, 15 July 2021.
Corporations Act	Corporations Act 2001(Cth).
	A custodian, trustee or nominee within the definition of “custodian” in
Custodian	ASIC Corporations (Share and Interest Purchase Plans) Instrument
	2019/547.
	A certificate confirming the matters set out in term 3.16(e), which can be
Custodian Certificate	requested by contacting the Janison Information Line on 1300 288 664 (within Australia) and +61 2 9698 5414 (outside Australia) between
	8.30am and 5.00pm (Sydney time), Monday to Friday.
Dispatch Date	The date on which the holding statements are dispatched to participating Eligible Holders, which is expected to be Thursday, 22 July 2021.
Downstream Custodian	Another Custodian on whose behalf a Custodian holds Shares, who holds the beneficial interests in Shares on behalf of one or more
	persons.
	A person on whose behalf a Custodian holds Shares on the Record
Eligible Beneficiary	Date, with a registered address in Australia or New Zealand (provided
	that such person is not an Excluded Holder).
	A person who, at the Record Date was recorded in Janison’s Share
Eligible Holder	Register as being a holder of Shares with a registered address in
	Australia, New Zealand or Spain and who is not an Excluded Holder.

EFT	Electronic funds transfer, as provided for in the Application Form.
	Any of the following registered holders of Shares (including a Custodian)
	to the extent they:
	(a) hold Shares on their own account and reside outside Australia,
	New Zealand or Spain;
Excluded Holder	(b) hold Shares on behalf of another person who resides outside
	Australia, New Zealand or Spain; or
	(c) are in the United States, or they hold Shares on behalf of a
	person in the United States, or are acting for the account or
	benefit of a person in the United States (to the extent they are
	participating in the SPP on behalf of those persons).
Holder	A holder of Shares.
	Date of allotment and issue of SPP Shares being Wednesday, 21 July
Issue Date	2021 (or such other date as Janison determines in its absolute
	discretion).
Issue Price	SPP Shares are offered at the issue price paid under the Placement, being $0.82 per SPP Share.
Opening Date	9.00am (Sydney time) on Thursday, 1 July 2021 (or such other date as Janison determines in its absolute discretion).
	A parcel of SPP Shares in an amount of A$1,000, A$2,500, A$5,000,
Parcel	A$7,500, A$10,000, A$15,000, A$20,000, A$25,000 or A$30,000 (at the
	Issue Price per SPP Share).
Placement	The placement of Shares to institutional, sophisticated and professional investors as announced on Thursday, 24 June 2021.
Record Date	7.00pm (Sydney time) on Wednesday, 23 June 2021.
Register	the register of Holders maintained by the Registry.
Registry	Automic Registry Services of Level 5, 126 Phillip Street, Sydney NSW Australia, 2000.
Janison or the Company	Janison Education Group Limited ACN 091 302 975
Share	A fully paid ordinary share in the Company.
SPP	This Share Purchase Plan.
SPP Share	A new Share issued under the SPP.
Terms and Conditions	The terms and conditions of the SPP set out in this Booklet, including this Glossary and the Application Form.
US Person	Has the meaning given to it in Rule 902(k) under Regulation S of the US
	Securities Act.
US Securities Act	Securities Act of 1933, as amended to date, and the rules and regulations promulgated thereunder.