JANISON EDUCATION GROUP LIMITED — Capital/Financing Update 2021

Jun 23, 2021

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. Capital Raising Investor Presentation JAN.ASX

Important notices & disclaimer.

IMPORTANT: You must read the following before continuing.

The information contained in this presentation ( Presentation ) has been prepared by Janison Education Group Ltd ACN 091 302 975 ( Janison ). This Presentation has been prepared in relation to a placement of Janison fully paid ordinary shares ( New Shares ) to sophisticated and professional investors ( Placement ) and a share purchase plan offered to existing eligible shareholders of Janison. The Placement will be made to certain eligible institutional and sophisticated investors and is managed by Wilsons Corporate Finance Limited and CCZ Statton Equities Pty Limited (the Joint Lead Managers ).

By receiving this Presentation, you are agreeing to the restrictions and limitations as set out in this Presentation.

NOT A DISCLOSURE DOCUMENT

This Presentation contains summary information about the Company and its activities and is current as at the date of this Presentation. The information in this Presentation is of a general nature and does not purport to be complete or provide all information that a prospective investor may require in evaluating a possible investment in Janison or that would be required in a prospectus or product disclosure statement (and will not be lodged with the Australian Securities and Investments Commission) prepared in accordance with the requirements of the Corporations Act 2001 (Cth).

FOR INFORMATION PURPOSES ONLY

This Presentation is for information purposes only and is not an invitation to acquire or offer of securities for subscription, purchase or sale in any jurisdiction.

While the information contained in this Presentation has been prepared in good faith, neither Janison, nor the Joint Lead Managers, nor any of their shareholders, directors, officers, agents, employees or advisers give, have given or have authority to give, any representations or warranties (express or implied)

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as to, or in relation to, the accuracy, reliability or completeness of the information in this Presentation, or any revision thereof, or of any other written or oral information made or to be made available to any interested party or its advisers (all such information being referred to as Information ) and liability therefore is expressly disclaimed. Accordingly, neither Janison, nor the Joint Lead Managers nor any of their shareholders, directors, officers, agents, employees or advisers take any responsibility for, or will accept any liability whether direct or in-direct, express or implied, contractual, tortious, statutory or otherwise, in respect of, the accuracy or completeness of the Information or for any of the opinions contained herein or for any errors, omissions or misstatements or for any loss, howsoever arising, from the use of this Presentation.

The Joint Lead Managers have not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this Presentation, make or purport to make any statement in this presentation and there is no statement in this Presentation which is based on any statement by any of them.

FORWARD LOOKING STATEMENTS

Certain statements in this Presentation may constitute forward-looking statements or statements about future matters that are based on management’s current expectations and beliefs. Such statements are typically identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘expects’, ‘anticipates’, ‘intends’ and other similar words. These statements are subject to risks and uncertainties that are difficult to predict and are based on assumptions as to future events that may not prove accurate. Actual results may differ materially from what is expressed in this Presentation. 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 Presentation. Readers are cautioned not to place undue reliance on the forward looking statements, which are based only on information currently available to Janison. Except as required by applicable laws or regulations, Janison does not undertake to publicly update or revise the forward looking statements or this Presentation,

whether as a result of new information or future events or circumstances.

NON-IFRS FINANCIAL MEASURES

Prospective investors should also be aware that certain financial data included in this presentation may be "non-IFRS financial information" under Regulatory Guide 230 Disclosing non-IFRS financial information published by the Australian Securities and Investments Commission or "non-GAAP financial measures" under Regulation G of the U.S. Securities Exchange Act of 1934. The disclosure of such non-GAAP financial measures in the manner included in this presentation would not be permissible in a registration statement under the U.S. Securities Act of 1933, as amended ( U.S. Securities Act ).

Such information and financial measures (including EBITDA) do not have a standardised meaning prescribed by Australian Accounting Standards ( AAS ) or International Financial Reporting Standards ( IFRS ) and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS financial information or non-GAAP financial measures and ratios included in this presentation. The Company believes this non-IFRS financial information, and these non-GAAP financial measures, provide useful information to users in measuring the financial performance and conditions of Janison.

The non-IFRS financial information and these non-GAAP financial measures do not have a standardised meaning prescribed by Australian Accounting Standards and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with AAS. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS financial information or non-GAAP financial measures and ratios included in this presentation.

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Investor Pack • 2

Important notices & disclaimer. (Continued)

NOT INVESTMENT ADVICE

NOT FOR DISTRIBUTION OUTSIDE OF THE UNITED STATES

The information contained in this Presentation does not constitute financial advice and is not intended to be relied upon as advice to investors or potential investors. The information contained in this Presentation has been prepared without taking into account any person’s individual investment objectives, financial situation or particular needs. Information in this Presentation remains subject to change without notice.

This Presentation should not be considered as the giving of investment advice by Janison or any of its shareholders, directors, officers, agents, employees or advisers. Each party to whom this Presentation is made available must make its own independent assessment of Janison after making such investigations and taking such advice as may be deemed necessary. In particular, any estimates or projections or opinions contained herein necessarily involve significant elements of subjective judgment, analysis and assumptions and each recipient should satisfy itself in relation to such matters.

DISTRIBUTION OUTSIDE AUSTRALIA

This Presentation has not been filed, lodged, registered, reviewed or approved by any regulatory authority in any jurisdiction and recipients of this Presentation should keep themselves informed of, and comply with and observe, all applicable legal and regulatory requirements. This Presentation does not constitute an offer (or the solicitation thereof) in any jurisdiction in which such an offer (or the solicitation thereof) is not permitted under applicable law.

Any failure to comply with this restriction may constitute a violation of the applicable securities laws. The recipient in any jurisdiction where distribution of this Presentation is prohibited or restricted must inform itself of, and comply with, any such prohibitions or restrictions. If the recipient is in any doubt about any of the contents of this Presentation, it should obtain independent professional advice. The recipient represents that it is able to receive this Presentation without contravention of any unfulfilled registration requirements or other legal restrictions in the jurisdiction in which it resides or conducts its business.

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In particular, this Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to or for the account or benefit of any U.S. person (as defined in Regulation S under the U.S. Securities Act). The securities to be offered as part of the Transaction have not been, and will not be, registered under the U.S. Securities Act. Securities may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. person, unless the securities have been registered under the U.S. Securities Act or an exemption from registration is available.

Neither the information contained in this Presentation nor any copy hereof may be, directly or indirectly, taken or transmitted into or distributed, in whole or in part, in any other jurisdiction which prohibits the same except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of the applicable securities laws. The recipient in any jurisdiction where distribution of this Presentation is prohibited or restricted must inform itself of, and comply with, any such prohibitions or restrictions. If the recipient is in any doubt about any of the contents of this Presentation, it should obtain independent professional advice.

The recipient represents that it is able to receive this Presentation without contravention of any unfulfilled registration requirements or other legal restrictions in the jurisdiction in which it resides or conducts its business. By receiving and retaining this Presentation, the recipient acknowledges that it will be solely responsible for its own assessment of the market and the market position of Janison and that it will conduct its own analysis and be solely responsible for forming its own view

of the potential future performance of the business of the Janison and its subsidiaries.

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Investor Pack • 3

Executive summary.

• A highly successful year for Janison with significant revenue growth despite being impacted by COVID. The business executed successfully on its

• FY21 summary operational and financial targets and added a number of notable new customers to its standardised assessment platform. Eight new IPP countries were added on the PISA for Schools ro ram and Janison was accredited as the national rovider of PISA for Schools in Australia and the UK. p g p

• is pleased to provide indicative guidance[1] for FY21 financial results, with highlights as follows:

• +90 - 100% Assessment ARR Growth on June 2020

FY21 indicative financial guidance

• $30.0m in revenue expected for FY21, which represents 37% full year revenue growth on FY20

• 54% gross profit margin expected for FY21, which represents an increase of 8pps on full year gross margin in FY20

• • $3.0m in EBITDA expected for FY21, which represents 20% full year EBITDA growth on FY20

• Janison is raising capital to: • Capitalise on revenue growth opportunities across its PISA and ICAS products ‒ Global rollout of PISA for Schools in UK & USA

Capital raising to further accelerate growth

• Further accelerate sales growth in ICAS product

• • Invest in product development & acquisitions

• Expand the range of product offering to parents, teachers and the school system

• ‒ Potential future strategic acquisitions

Capital raising details

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• Stren then balance sheet and rovide workin ca ital flexibilit g p g p y

• • $15.0m Institutional Placement (‘Placement’) and up to $2.0m Share Purchase Plan (‘SPP’)

• The Offer will be priced at $0.82 per New Share (“Offer Price”), representing an: ‒ approximately 7.9% discount to the last traded price of $0.8900 on Tuesday, 22 June 2021

• ‒ approximately 7.7% discount to the 5-day Volume Weighted Average Price (“VWAP”) of $0.8885 up to and including Tuesday, 22 June 2021

• • Pro forma cash balance of approximately $21.7m following the capital raising[2]

Investor Pack • 4

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1Guidance only. Figures are unaudited. 2 Pro Forma cash balance is net of transaction costs of approximately $0.8m and excludes the impact of the SPP.

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Overview of Janison

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6m+ 700K
Tests Exams
Schools
200K 117+
Proctored Countries
exams
4.5m
Investor Pack
Students
+
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Overview.

Janison is a global market leader in digital assessments and testing

digital assessments and testing. Schools (K-12) , standardised assessment platform

(“Insights”)

ICAS and PISA for Schools. set the global benchmark for large-volume, high-stakes assessments We operate in a large addressable market globally

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Revenue growth drivers.

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Products

PISA for Schools

ICAS Assessments

Platform

Standardised platform test volumes

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Margin growth drivers.

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Janison revenue composition
increasing towards ‘new’ SaaS clients
FY20 Full Year Sales Mix FY21 YTD Sales Mix
95%
49% 51%
5%
Foundation Clients New Clients/Products
Foundation Clients New Clients/Products
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GM% for new clients -
2.5x higher
FY21 YTD Gross Margin
74%
29%
Foundation Clients New Clients/Products
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• foundational • • new •

Investor Pack Investor Pack • 8

Janison’s unique proposition.

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Purpose-led Unique content & functionality

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Proven track record 100% Retention

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Global Presence

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Cost Benefit

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Highly configurable

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Exam Integrity & Security

Investor Pack • 9

FY21 full year guidance

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• FY21 . full year guidance highlights

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+90-100% >35%
>7 pps +20%
Assessment Full Year
Gross Margin EBITDA
ARR Revenue
Increase on FY20 Growth on FY20
Growth on June 2020 Growth on FY20
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Investor Pack • 11Investor Pack

FY21 . full year revenue guidance

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Full Year Group Revenue
>35%
$30.0m
30.0
$21.9m
22.5
15.0
7.5
.
FY20 FY21 Est.
Assessment ARR Learning ARR Services Other
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Assessment ARR
$17m+
$13.5m
$7.5m
$4.4m
$2.8m $4.2m
DEC 16 DEC 17 DEC 18 DEC 19 DEC 20 JUN 21
Investor Pack
Investor Pack • 12
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Profit & loss.

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FY21 guidance[1]

FY20 Actual Targeted YOY Change (%)

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1Guidance only and unaudited financials.

Investor Pack • 13

Pro Forma balance sheet.

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30-June 2021 Guidance[1] Impact of capital raise

1Guidance only. Balance sheet presented is unaudited.

2 Impact of the Offer net of transaction costs of approximately $0.8m and excluding the impact of the SPP.

Pro Forma 30 June 2021

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Investor Pack • 14

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Capital raising to accelerate key growth opportunities

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Allocation of funds over FY22-23.

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Capitalise on Product Working
revenue growth Development & capital
opportunities Acquisitions
$5,000,000 $5,000,000 $5,000,000
Total raise proceeds $15,000,000
1 Excludes the impact of the SPP.
Investor Pack • 16
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Use of funds: . Capitalising on growth

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Capitalise on growth opportunities

1. PISA for Schools – Global Rollout in UK & USA

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• Implement targeted go-to-market plan

• Establish foundation for key opinion leader framework

• Deliver operational and CX excellence

• New functionality to support the global roll-out of PISA for Schools and aid delivery automation

• Accelerate product innovation and enter adjacent assessment markets (e.g. Global Competency Module)

2. ICAS – Accelerated Sales Growth

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• Enhance ICAS item bank

• Targeted enhancements to drive continued customer experience enhancements and operational efficiencies

• − Accelerate ICAS international expansion

• Optimise pre-acquisition legacy systems

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Investor Pack • 17

Use of funds: . Product, M&A and working capital

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Product development, M&A

Product development – School products

Janison has identified a number of opportunities to develop new school assessment products which will expand the offering to parents, teachers and school systems. This plan requires a moderate upfront investment in internally generated software development costs and provides options for acceleration into FY23 and future years:

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Acquisitions

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Working capital

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Product
development to
expand the
offering to
parents, teachers
and schools
Investor Pack • 18
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PISA for Schools: overview.

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• IPP: International Platform Provider: Janison provides software only at ~$200k/country p.a. ARR

• NSP: National Service Provider: Janison manages end-to-end delivery at $7k/school p.a. ARR

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Investor Pack • 19
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6 National Service Provider rights PISA for Schools progress. Countries enrolled 15					Investor Pack Signed June 2019 September 2019 October 2019 January 2020 January 2020 February 2020 February 2020 July 2020 March 2021 March 2021 May 2021 May 2021 May 2021 May 2021 May 2021
	Country		Janison’s role	Status	Signed
	Brazil		Platform Provider	Scheduled for 2021	June 2019
	Russia		Platform Provider	1,750 schools delivered in 2020, 2000 planned Nov 2021	September 2019
		ussia	Patorm Provier
	USA			Delivered in 2020/21 but impacted by school closures, preparing for growth in 2021/22	October 2019
	Portugal		Platform Provider	<200 schools delivered 2021	January 2020
	Spain		Platform Provider	Scheduled for Oct 2021	January 2020
	Pakistan		Platform Provider	Delayed until 2022	February 2020
	Japan		Platform Provider	<200 schools delivered in 2021, scheduled for 2022	February 2020
	Thailand		Platform Provider	<200 schools delivered 2021, scheduled for 2022	July 2020
	Australia		National Service Provider	In progress, 200+ schools signed in six weeks	March 2021
	China		Platform Provider	Delivering 2021 & 2022 – 1,000+ schools	March 2021
	England		National Service Provider	Preparing for national roll-out	May 2021
	N. Ireland		National Service Provider		May 2021
	Scotland		National Service Provider		May 2021
	Wales		National Service Provider		May 2021
	Kazakhstan		Platform Provider	Testing scheduled for October 2021	Investor Pack May 2021

Deep dive: ICAS assessments.

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[1]
Investor Pack • 21
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. Update: Assessment platform

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o

• Chartered Accountants ANZ, NAPLAN, University of London, SCIO, NSW Dept. of Education

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Investor Pack • 22
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94% of exam bodies say candidates' academic performance improved after online assessment technologies were incorporated into the educational system

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Investor Pack • 23

Capital raising details

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Capital raising details.

Offer structure and size Offer Price Use of proceeds

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• approximately 7.9% discount to the last traded price of $0.8900 on Tuesday, 22 June 2021;

• approximately 7.7% discount to the 5-day Volume Weighted Average Price (“VWAP”) of $0.8885 up to and including Tuesday, 22 June 2021; and

• ‒ approximately 4.9% discount to the 10-day VWAP of $0.8623 up to and including Tuesday, 22 June 2021

• Capitalise on revenue growth opportunities across PISA and ICAS products

• Expand the range of product offering to parents, teachers and the school system

• Strengthen balance sheet and provide working capital flexibility

Share Purchase Plan Ranking Joint Lead Managers

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Investor Pack • 25

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Offer timetable.

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Event Date

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Investor Pack • 26

Appendix – Key risks & Offer Jurisdictions

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27

Appendix – Key Risks

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Key Risk Description Operational risks Customer related risks

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Investor Pack • 28

Appendix – Key Risks

Key Risk Description Customer related risks (continued)

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Investor Pack • 29

Appendix – Key Risks

Key Risk Description Market based risks Investor Pack • 30

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Appendix – Key Risks

Key Risk Description Market based risks (continued) Intellectual property, technology and privacy risks

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Investor Pack • 31

Appendix – Key Risks

Key Risk Description Intellectual property, technology and privacy risks (continued)

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Investor Pack • 32

Appendix – Key Risks

Key Risk Description Intellectual property, technology and privacy risks (continued) General risks Investor Pack • 33

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Appendix – Key Risks

Key Risk Description General risks (continued)

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Investor Pack • 34

Appendix – Offer jurisdiction & disclaimers.

NO OFFER MADE IN THE UNITED STATES

This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares 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. Accordingly, the New Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

This document does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the

securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New Shares may sell, or offer to sell,

such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain

independent professional advice.

NEW ZEALAND

HONG KONG

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO). No action has been taken in Hong Kong to authorise or register this document or to permit the

distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance). No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be

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This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (FMC Act). The New Shares are not being offered or sold in New Zealand

• (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

• is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;

• meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

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• is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

• is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

• is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Investor Pack • 35

Appendix – Offer jurisdiction & disclaimers . (continued)

SINGAPORE

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other

document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (SFA), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an "institutional investor" (as defined in the SFA) or (ii) an "accredited investor" (as defined in the SFA). If you are not an investor falling within one of these categories, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly

UNITED KINGDOM

Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (FSMA)) has

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been published or is intended to be published in respect of the New Shares.

The New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This

document is issued on a confidential basis in the United Kingdom to "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation. This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (FPO), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investment to which this document relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this document.

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Investor Pack • 36

Thank you

For more information, contact Stuart Halls at IR@janison.com

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