JANISON EDUCATION GROUP LIMITED — Major Shareholding Notification 2021

Jul 1, 2021

ASX Announcement 2 July 2021

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Notice of change of interests of substantial holder

Attached is a Form 604 Notice of change of interests of substantial holder in relation to Wayne Houlden, founder of Janison Education Group Limited (ASX:JAN) (“ Janison ” or the “ Company

As a result of Janison’s recent capital raising and the issue of new shares, the percentage holding of shares controlled by Wayne Houlden has reduced to 28.94%. This reduction is a result of the dilution impact on Mr Houlden and not the result of a sale of shares. Mr Houlden currently holds approximately 68 million shares, up from approximately 67m held at the time of the previous change of interests notice.

This announcement has been authorised for release by the CFO.

-ENDS-

For further information, please contact Stuart Halls at: IR@janison.com

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About Janison Education Group

Janison is an education technology pioneer helping to unlock the potential in every learner.

Janison, a multi-award-winning Microsoft education partner, delivers high-stakes, high-scale, online assessments to millions of students in more than 120 countries, for organisations including the Australian federal and state governments, Chartered Accountants ANZ, British Council, the University of London, the Organisation for Economic Co-operation and Development (OECD), and the Singaporean government.

Janison’s business comprises:

Online Assessments

• Products – world-class schools’ assessment products including ICAS, REACH, JET, SCOUT and PISA for Schools, developed either in-house by world-leading test and item developers or licensed from global partners such as the OECD.

• Platform – a market-leading full-suite assessment platform for high-stakes and high-scale online exams with the capability to author, test, mark and provide insightful analysis. The platform is used by millions of students globally across 120 countries in schools and professional accreditation bodies such as the Chartered Accountants ANZ. The platform includes remote proctoring capability allowing educators to deliver exams in a remote setting with the confidence and exam integrity required for high-stakes assessments.

• Professional Services – Janison provides world-class professional services to assist clients in onboarding their assessments and students on to the Janison assessment platform. Janison also offers a range of assessment services including content and test development, exam management, and event delivery support for customers globally.

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604 Page 1 of 4 15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

JANISON EDUCATION GROUP LIMITED To Company Name/Scheme ACN 091 302 975 ACN/ARSN

1. Details of substantial holder (1)

Name

DIPTOE PTY LTD ACN 146 060 442 TENTICKLES PTY LTD ACN 121 954 452 ACN/ARSN (if applicable) WAYNE HOULDEN

There was a change in the interests of the substantial holder on 30/06/2021 The previous notice was given to the company on 14/12/2017 The previous notice was dated 22/12/2017

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

ompany or scheme, are as follows:
Class of securities (4)	Previous notice		Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Ordinary	67,267,416	51.3%	68,311,376	29.84%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

s follows:
Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
6/09/2019	WAYNE HOULDEN	Conversion of performance.	NIL	1,000,000 fully paid ordinaryshares	1,000,000
27/10/2020	WAYNE HOULDEN	Issue of fully paid ordinary shares in Janison in lieu of a portion of directors fees for the period 1 April 2020 to 30 September 2020, as approved by shareholders at the Company’s annual general meeting held on 1 October 2020.	$0.31 per share	43,960 fully paid ordinary shares	43,960
30/06/2021	DIPTOE PTY LTD ACN 146 060 442	Dilution on placement.	N/A	33,033,708 ordinary shares	N/A
30/06/2021	TENTICKLES PTY LTD ACN 121 954 452	Dilution on placement.	N/A	33,033,708 ordinary shares	N/A
30/06/2021	WAYNE HOULDEN	Dilution on placement.	N/A	2,243,960 ordinary shares	N/A

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

604 Page 2 of 4 15 July 2001

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
DIPTOE PTY LTD ACN 146 060 442	DIPTOE PTY LTD ACN 146 060 442	DIPTOE PTY LTD ACN 146 060 442	DIPTOE PTY LTD has a "relevant interest" pursuant to section 608(1)(a) of the Corporations Act 2001 (Cth) as the holder of the shares.	Ordinary Shares - 33,033,708	33,033,708
TENTICKLES PTY LTD ACN 121 954 452	TENTICKLES PTY LTD ACN 121 954 452	TENTICKLES PTY LTD ACN 121 954 452	TENTICKLES PTY LTD has a "relevant interest" pursuant to section 608(1)(a) of the Corporations Act 2001 (Cth) as the holder of the shares	Ordinary shares - 33,033,708	33,033,708
WAYNE HOULDEN	WAYNE HOULDEN	WAYNE HOULDEN	"Relevant interest" in the shares held by Diptoe Pty Ltd pursuant to sections 608(1)(b) and 608(1)(c) of the Corporations Act as Wayne Houlden has the power to exercise voting rights attached to the shares and power to dispose of the shares.	Ordinary Shares - 33,033,708	33,033,708
			"Relevant interest" in the shares held by Tentickles Pty Ltd as he potentially has the power to exercise control over voting rights attached to the shares and power to dispose of the shares as per sections 608(1)(b) and 608(1)(c) of the Corporations Act	Ordinary Shares - 33,033,708	33,033,708
			"Relevant interest" pursuant to section 608(1)(a) of the Corporations Act 2001 (Cth) as the holder of the shares.	Ordinary Shares - 2,243,960	2,243,960
JACQUELINE HOULDEN	TENTICKLES PTY LTD ACN 121 954 452	TENTICKLES PTY LTD ACN 121 954 452	Relevant interest pursuant to per sections 608(1)(b) and 608(1)(c) of the Corporations Act as Jacqueline Houlden has the power to exercise voting rights attached to the shares and power to dispose of the shares.	Ordinary shares - 33,033,708	33,033,708

604 Page 3 of 4 15 July 2001

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/A	N/A

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
DIPTOE PTY LTD	226A HARBOUR DRIVE, COFFS HARBOUR, NEW SOUTH WALES 2450
TENTICKLES PTY LTD	226A HARBOUR DRIVE, COFFS HARBOUR, NEW SOUTH WALES 2450
WAYNE HOULDEN	490 ROSES ROAD, GLENIFFER NEW SOUTH WALES 2454

Signature Individual capacity and as a director of Diptoe Pty Ltd print name Wayne Houlden capacity sign here date 1 / 07 / 21

Signature

print name sign here	capacity As a director of Tentickles Pty Ltd Jacqueline Houlden
	date / 07 / 21 1

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

604 Page 4 of 4 15 July 2001

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.