NEXTED GROUP LIMITED — AGM Information 2016

Oct 31, 2016

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ICOLLEGE LIMITED

ACN 105 012 066

Notice of Annual General Meeting

Annual General Meeting of Shareholders to be held at Bentleys, Level 3, London House, 216 St Georges Terrace, Perth, Western Australia on 30 November 2016, commencing at 10am (AWST)

Important

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting.

CONTENTS

NOTICE OF ANNUAL GENERAL MEETING	3
EXPLANATORY STATEMENT	6
1. REGULATORY INFORMATION	8
2. RESOLUTION 1: APPROVAL OF REMUNERATION REPORT	8
3. RESOLUTION 2: ISSUE OF UNDERWRITER OPTIONS TO RICHMOND FOOD
SYSTEMS PTY. LTD. (UNDERWRITER AND RELATED PARTY)	8
4. RESOLUTIONS 3 - 8 – APPROVAL OF PRIOR ISSUES OF SECURITIES TO
REFRESH THE COMPANY’S 15% PLACEMENT CAPACITY	10
5. RESOLUTION 9: APPROVAL OF 10% PLACEMENT FACILITY	14
6. RESOLUTION 10: ELECTION OF DANIEL MOORE AS A DIRECTOR	25
DEFINITIONS	26
ANNEXURE A – TERMS AND CONDITIONS OF UNDERWRITER OPTIONS	28
PROXY FORM	30

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that an annual general meeting of the shareholders of iCollege Limited ACN 105 012 066 ( Company ) will be held at Bentleys, Level 3, London House, 216 St Georges Terrace, Perth, Western Australia on 30 November 2016, commencing at 10am (AWST). The Explanatory Statement that accompanies and forms part of this Notice of Annual General Meeting describes in more detail the Resolutions to be considered.

Business

Annual Report

To receive and consider the Annual Report of the Company for the financial year ended 30 June 2016, which includes the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

Resolution 1: Approval of Remuneration Report

To consider and, if thought fit, to pass the following Resolution as an advisory only resolution :

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the financial year ended 30 June 2016 be adopted.”

Note: The votes on this Resolution are advisory only and do not bind the Directors or the Company.

Voting exclusion statement

The Company will disregard any votes cast on this Resolution:

• by or on behalf of a member of Key Management Personnel as disclosed in the Remuneration Report;

• by or on behalf of a Closely Related Party of a member of Key Management Personnel; and

• as a proxy by a member of Key Management Personnel or a Closely Related Party,

unless the vote is cast as proxy for a person entitled to vote in accordance with a direction on the Proxy Form or by the Chair pursuant to an express authorisation to exercise the proxy.

Resolution 2: Issue of Underwriter Options to Richmond Food Systems Pty. Ltd. (underwriter

and related party)

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.11, and for all other purposes, approval be given for the issue of 25,000,000 Underwriter Options each having an exercise price of $0.08 and an expiry date of 15 July 2019 to Richmond Food Systems Pty. Ltd. (as underwriter of the Entitlement Offer) and/or its nominees pursuant to the terms of the Underwriting Agreement as set out in the Explanatory Statement.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by:

• Richmond Food Systems Pty. Ltd. and/or its nominees; or

• an associate of Richmond Food Systems Pty. Ltd. and/or its nominees; or

• any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any of their associates.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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Resolutions 3 - 8: Approval of prior issues of securities to refresh the Company’s 15% placement capacity

To consider and, if thought fit, to pass each of the following Resolution as an ordinary resolution :

Resolution 3:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, the 15% placement capacity of the Company be refreshed by the previous issue of 250,000 Shares at an issue price of $0.10 with free 125,000 Listed Options to David Vince Ridolfo on 22 December 2015, on the basis set out in the Explanatory Memorandum, being ratified and approved.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by David Vince Ridolfo or any of his associates.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 4:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, the 15% placement capacity of the Company be refreshed by the previous issue of 500,000 Shares at an issue price of $0.10 with free 250,000 Listed Options to Matthew Steven Riches on 22 December 2015, on the basis set out in the Explanatory Memorandum, being ratified and approved.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by Matthew Steven Riches or any of his associates.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 5:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, the 15% placement capacity of the Company be refreshed by the previous issue of 2,000,000 Shares at an issue price of $0.10 with free 1,000,000 Listed Options to Bin Lui on 22 December 2015, on the basis set out in the Explanatory Memorandum, being ratified and approved.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by Bin Lui or any of his associates.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 6:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, the 15% placement capacity of the Company be refreshed by the previous issue of 2,000,000 Shares to AGD Unity Pty Ltd on 29 July 2016 at an issue price of $0.04 each, on the basis set out in the Explanatory Memorandum, being ratified and approved.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by AGD Unity Pty Ltd or any of its associates.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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Resolution 7:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, the 15% placement capacity of the Company be refreshed by the previous issue of 50,000 Shares and 1,875,000 Listed Options to J&J Bandy Nominees Pty Ltd on 17 December 2015, on the basis set out in the Explanatory Memorandum, being ratified and approved.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by J&J Bandy Nominees Pty Ltd or any of its associates.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 8:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, the 15% placement capacity of the Company be refreshed by the previous issue of 50,000 Shares and 1,875,000 Listed Options to Wimalex Pty Ltd on 17 December 2015, on the basis set out in the Explanatory Memorandum, being ratified and approved.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by Wimalex Pty Ltd or any of its associates.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 9: Approval of 10% Placement Facility

To consider and, if thought fit, to pass the following Resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A, and for all other purposes, approval be given for the issue of Equity Securities totaling up to 10% of the issued capital of the Company under and in accordance with Listing Rule 7.1A, on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by any person who may participate in an issue under the 10% Placement Facility and a person who might obtain a benefit (except a benefit solely in the capacity of a Shareholder) if the Resolution is passed, and any associate of those persons.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 10: Election of Daniel Moore as a Director

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution :

“That, for the purposes of the Constitution and for all other purposes, Daniel Moore, being eligible and having signified his candidature for the office, be elected as a non-executive Director with immediate effect.”

By order of the Board

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Stuart Usher

Company Secretary iCollege Limited 1 November 2016

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the shareholders of iCollege Limited ACN 105 012 066 ( Company ) in connection with the Resolutions to be considered at the Annual General Meeting to be held at Bentleys, Level 3, London House, 216 St Georges Terrace, Perth, Western Australia on 30 November 2016, commencing at 10am (AWST).

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice.

This Notice and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting.

Interpretation

Capitalised terms used in this Notice and Explanatory Statement have the meaning given to them in the Definitions section.

References to “$” and “A$” in this Notice and Explanatory Statement are references to Australian currency unless otherwise stated.

References to time in this Notice and Explanatory Statement relate to the time in Perth, Western Australia.

Voting exclusion statements

Certain voting restrictions apply to the Resolutions as detailed beneath the applicable Resolutions in the Notice.

Proxies

Please note that:

• a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also speak at the Meeting;

• a proxy need not be a member of the Company;

• a Shareholder may appoint a body corporate or an individual as its proxy;

• a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and

• Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

Members of the Key Management Personnel will not be able to vote as proxy on Resolution 1 unless the Shareholder directs them how to vote or, in the case of the Chair, unless the Shareholder expressly authorises him to do so. If a Shareholder intends to appoint a member of the Key Management Personnel (other than the Chair) as their proxy, the Shareholder should ensure that they direct the member of Key Management Personnel how to vote on Resolution 1.

If a Shareholder intends to appoint the Chair as their proxy for Resolution 1, Shareholders can direct the Chair how to vote by marking one of the boxes for Resolution 1 (for example, if the Shareholder wishes to vote ‘for’, ‘against’ or to ‘abstain’ from voting). If the Shareholder does not direct the Chair how to vote, then by submitting the Proxy Form,

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the Shareholder will be expressly authorising the Chair to exercise the proxy in respect of Resolution 1 even though it is connected to the remuneration of members of the Key Management Personnel.

To vote by proxy, please complete and sign the enclosed Proxy Form and return it by:

(a) post to iCollege Limited, C/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235 Australia;

(b) facsimile to iCollege Limited, C/- Link Market Services Limited on +61 2 9287 0309; or

(c) by hand to iCollege Limited, C/- Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

Voting intentions of the Chair

The Chair intends to vote all available proxies in favour of all Resolutions.

Voting entitlements

The Directors have determined pursuant to Regulation 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company on 28 November 2016 at 7pm (AEDT). Accordingly, transactions registered after this time will be disregarded in determining Shareholder’s entitlement to attend and vote at the General Meeting.

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1. REGULATORY INFORMATION

1.1 Annual Report

The Annual Report of the Company for the financial year ended 30 June 2016, which includes the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report, will be laid before the Annual General Meeting.

There is no requirement for Shareholders to approve the Annual Report. However, the Chair will allow a reasonable opportunity for Shareholders to ask questions or make comments about the Annual Report and the management of the Company.

A representative of the Company’s auditor, Bentleys Audit & Corporate (WA) Pty Ltd, is anticipated to be in attendance to respond to any questions raised of the auditor or on the Auditor’s Report in accordance with section 250T of the Corporations Act.

2. Resolution 1: Approval of Remuneration Report

Section 249L(2) of the Corporations Act requires a company to inform Shareholders that a resolution on the Remuneration Report will be put at the Annual General Meeting. Section 250R(2) of the Corporations Act requires a resolution that the Remuneration Report adopted be put to a vote. Resolution 1 seeks this approval.

In accordance with section 250R(3) of the Corporations Act, Shareholders should note that Resolution 1 is an “advisory only” resolution which does not bind the Directors or the Company. However, the Directors take the discussion at the Meeting and the outcome of the vote into account when considering the Company’s remuneration practices.

Following consideration of the Remuneration Report for the financial year ended 30 2016, the Chair, in accordance with section 250SA of the Corporations Act, will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

If at least 25% of the votes cast on a resolution for the adoption of a Remuneration Report are voted against at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution proposing that another general meeting be held within 90 days, at which all of the Company’s Directors (other than the Managing Director) would go up for re-election.

The Directors encourage all Shareholders to vote on Resolution 1.

3. Resolution 2: Issue of Underwriter Options to Richmond Food Systems Pty. Ltd. (underwriter and related party)

3.1 Background

On 9 June 2016, the Company entered into an agreement with Richmond Food Systems Pty. Ltd. ( Richmond ) to fully underwrite the Entitlement Offer made under a prospectus dated 14 June 2016, and lodged with ASIC on that date, for the offer of 77,019,374 Shares and 38,509,687 free Options ( Underwriting Agreement ). Pursuant to the Underwriting Agreement, in consideration for Richmond’s underwriting obligation, the Company agreed to:

• (a) pay Richmond an underwriting fee of 6% (excluding GST) of the amount raised under the Entitlement Offer (being $184,846.50);

• (b) pay Richmond a success fee of $150,000;

• (c) subject to shareholder approval, issue Richmond (or its nominee) the Underwriter Options; and

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• (d) reimburse the Underwriter’s costs and expenses in connection with the Entitlement Offer up to a maximum amount of $5,000, whether or not the Entitlement Offer completes or the Underwriting Agreement is terminated.

Resolution 2 seeks Shareholder approval for the grant of 25,000,000 Underwriter Options to Richmond (and/or its nominees) as part consideration for the underwriting of the Entitlement Offer.

3.2 Chapter 2E of Corporations Act

Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of the public company, the public company must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The issue of Underwriter Options to the Underwriter, who is a related party of the Company by virtue of it being controlled by Mr Ross Cotton a Director of the Company, constitutes giving a financial benefit.

The Company did not seek Shareholder approval under section 208 of the Corporations Act for the execution of the Underwriting Agreement on the basis that it has been negotiated at arm’s length and contains standard commercial terms and therefore falls within the exception in section 210 of the Corporations Act.

In support of this, the Company advises that:

• (a) Mr Cotton has been excluded from any discussions by the Board in relation to the Underwriting Agreement;

• (b) the Company considered a number of alternative potential independent underwriters but the terms offered by the Underwriter were the most favourable;

• (c) the Underwriter has only received the underwriting fee and the success fee, and will not receive any other funds from the use of funds under the Entitlement Offer; and

• (d) it is the view of the Directors that the Entitlement Offer period gave Shareholders reasonable opportunity to accept the offer.

3.3 Listing Rule 10.11

Listing Rule 10.11 provides that, subject to certain exceptions, prior approval of shareholders is required for an issue of securities by a company to a related part of the company. Richmond is a related party of the Company by virtue of it being controlled by Mr Ross Cotton, a Director of the Company.

Resolution 2 seeks approval for the issue of 25,000,000 Underwriter Options to Richmond (and/or its nominees) for the purpose of satisfying the requirements of Listing Rule 10.11. As approval is being sought pursuant to Listing Rule 10.11, Listing Rule 7.2 Exception 14 provides that the Company is not required to seek approval under Listing Rule 7.1. By approving the grant of the Underwriter Options under Listing Rule 10.11, the 25,000,000 Underwriter Options will not be included in the 15% calculation of the Company’s placement capacity pursuant to Listing Rule 7.1.

For the purposes of Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolution 2:

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(a) Name of the persons

Richmond Food Systems Pty. Ltd. and/or its nominees, including sub-underwriters of the Entitlement Offer who fall within one of the exemptions contained in section 708 of the Corporations Act and are not related parties of the Company.

(a) Maximum number of securities to be issued

25,000,000 Underwriter Options

(b) Date by which the entity will issue the securities

It is anticipated that the Underwriter Options will be issued and allotted within 7 days of the General Meeting. In any event, however, no Options will be issued to Richmond (and/or its nominees) later than one month after the General Meeting (other than to the extent permitted by any waiver or modification of the Listing Rules).

(c) Relationship

Richmond is a related party of the Company by virtue of it being controlled by Mr Ross Cotton, a Director of the Company.

(d) Issue price of the securities

The Underwriter Options will be issued for nil cash consideration as they will be issued as partial consideration for the fully underwriting of the Company’s Entitlement Offer.

(e) Terms of the securities

The Underwriter Options will each be exercisable at $0.08 and expire on 15 July 2019. The terms of the Underwriter Options are set out in Annexure A.

(f) Intended use of the funds raised

No funds will be raised from the issue of the 25,000,000 Underwriter Options, which are being issued as partial consideration for the fully underwriting of the Company’s Entitlement Offer. In the event of exercise of the Underwriter Options, funds raised will be used towards the working capital of the Company.

3.4 Directors’ recommendations

The Directors (other than Mr Ross Cotton) recommend that Shareholders vote in favour of Resolution 2.

4. Resolutions 3 - 8 – Approval of prior issues of securities to refresh the Company’s 15% placement capacity

4.1 Background

Resolutions 3, 4 and 5

As announced on 14 December 2015, following a variation of the conversion terms of convertible notes revising the conversion price to $0.10 per Share with a free Listed Option for every two shares converted in line with the Entitlement Offer, David Vince Ridolfo, Matthew Steven Riches and Bin Lui who were holders of convertible notes under their respective agreements (none of them are a related party of the Company), each issued a conversion notice requiring the Company to issue the Shares and Listed Options as conversion of convertible notes. As a result, a total of 2,750,000 Shares and 1,375,000 Listed Options were issued utilising the Company’s capacity to issue securities under Listing Rule 7.1.

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Resolution 6

The Company agreed to issue a total of 2,000,000 Shares to Stuart Manifold for no cash consideration as part of his remuneration as the Company’s chief executive officer.

The Company utilised the Company’s capacity to issue securities under Listing Rule 7.1 and issued 2,000,000 Shares to Mr Manifold’s nominee, AGD Unity Pty Ltd.

Resolutions 7-8

J&J Bandy Nominees Pty Ltd as trustee for the J&J Bandy Super Fund and Wimalex Pty Ltd as trustee for the Trio Super Fund facilitated the issue of various convertible notes totaling $375,000 to professional and sophisticated investors in late 2015. The Company issued 50,000 Shares and 1,875,000 Listed Options to each of J J&J Bandy Nominees Pty Ltd as trustee for the J&J Bandy Super Fund and Wimalex Pty Ltd as trustee for the Trio Super Fund (and/or their nominees) as consideration for the placement and facilitation fee on the convertible notes.

As a result, a total of 100,000 Shares and 3,750,000 Listed Options were issued utilising the Company’s capacity to issue securities under Listing Rule 7.1.

4.2 Listing Rule 7.4

Resolutions 3 to 8 (inclusive) seek the approval of Shareholders of the prior issues of Shares and Options that have occurred in the 12 months prior to the date of this Notice that have not already been approved by Shareholders for the purposes of Listing Rule 7.4.

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any Equity Securities if the number of those securities exceeds 15% of the company’s issued capital at the commencement of that 12 month period.

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

The Company is seeking Shareholder approval to the issues of securities described below. The Board believes that it is in the best interests of the Company to maintain the ability to issue up to its full placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval so that the Company retains financial flexibility and can take advantage of commercial opportunities that may arise.

As required by Listing Rule 7.5, the following information is provided:

Resolution 3

(a) Number of securities issued

250,000 Shares with free 125,000 Listed Options.

(b) Price at which the securities were issued

The Shares were issued at $0.10 each with free Listed Options upon conversion of convertible notes totalling $25,000.

(c) Terms of the securities

The Shares issued are fully paid ordinary shares and rank equally in all respects with other Shares on issue. Each Listed Option is exercisable at $0.20 and expires on 24 July 2017.

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• (d) Name of the persons to whom the entity will issue the securities or the basis on which those persons were determined

David Vince Ridolfo.

• (e) Intended use of the funds raised

No funds were raised by the issue of the Shares and Listed Options as they were issued as conversion of loan of $25,000 drawn down by the Company. In the event of exercise of the Free Options, funds raised will be used towards the working capital of the Company.

Resolution 4

(a) Number of securities issued

500,000 Shares with free 250,000 Listed Options.

(b) Price at which the securities were issued

The Shares were issued at $0.10 each with free Listed Options upon conversion of convertible notes totalling $50,000.

(c) Terms of the securities

The Shares issued are fully paid ordinary shares and rank equally in all respects with other Shares on issue. Each Listed Option is exercisable at $0.20 and expires on 24 July 2017.

• (d) Name of the persons to whom the entity will issue the securities or the basis on which those persons were determined

Matthew Steven Riches.

(e) Intended use of the funds raised

No funds were raised by the issue of the Shares and Listed Options as they were issued as conversion of loan of $50,000 drawn down by the Company. In the event of exercise of the Listed Options, funds raised will be used towards the working capital of the Company.

Resolution 5

• (a) Number of securities issued

2,000,000 Shares with free 1,000,000 Listed Options

(b) Price at which the securities were issued

The Shares were issued at $0.10 each with free Listed Options upon conversion of convertible notes totalling $200,000.

(c) Terms of the securities

The Shares issued are fully paid ordinary shares and rank equally in all respects with other Shares on issue. Each Listed Option is exercisable at $0.20 and expires on 24 July 2017.

• (d) Name of the persons to whom the entity will issue the securities or the basis on which those persons were determined

Bin Lui.

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(e) Intended use of the funds raised

No funds were raised by the issue of the Shares and Listed Options as they were issued as conversion of loan of $200,000 drawn down by the Company. In the event of exercise of the Listed Options, funds raised will be used to towards the working capital of the Company.

Resolution 6

• (a) Number of securities issued

2,000,000 Shares

(b) Price at which the securities were issued

• $0.04 each.

• (c) Terms of the securities

The Shares issued are fully paid ordinary shares and rank equally in all respects with other Shares on issue.

• (d) Name of the persons to whom the entity will issue the securities or the basis on which those persons were determined

AGD Unity Pty Ltd.

(e) Intended use of the funds raised

The Shares were issued as part of Stuart Manifold’s remuneration as the chief executive officer of the Company.

Resolution 7

• (a) Number of securities issued

50,000 Shares and 1,875,000 Listed Options.

(b)

Price at which the securities were issued

The Shares and Listed Options were issued for nil cash consideration with a deemed issue price of $0.10 per Share and a deemed issue price of $0.01 per Listed Options price.

(c) Terms of the securities

The Shares issued are fully paid ordinary shares and rank equally in all respects with other Shares on issue. Each Listed Option is exercisable at $0.20 and expires on 24 July 2017.

• (d) Name of the persons to whom the entity will issue the securities or the basis on which those persons were determined

J&J Bandy Nominees Pty Ltd as trustee for the J&J Bandy Super Fund.

(e) Intended use of the funds raised

No funds were raised by the issue of the Shares and Listed Options as they were issued as consideration for the facilitation fee on convertible notes.

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Resolution 8

• (a) Number of securities issued

50,000 Shares and 1,875,000 Listed Options.

• (b) Price at which the securities were issued

The Shares and Listed Options were issued for nil cash consideration with a deemed issue price of $0.10 per Share and a deemed issue price of $0.01 per Listed Options price.

(c) Terms of the securities

The Shares issued are fully paid ordinary shares and rank equally in all respects with other Shares on issue. Each Listed Option is exercisable at $0.20 and expires on 24 July 2017.

• (d) Name of the persons to whom the entity will issue the securities or the basis on which those persons were determined

Wimalex Pty Ltd as trustee for Trio Superannuation Fund.

(e) Intended use of the funds raised

No funds were raised by the issue of the Shares and Listed Options as they were issued as consideration for the facilitation fee on convertible notes.

4.3 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of these Resolutions 3 to 8.

5. Resolution 9: Approval of 10% Placement Facility

Resolution 9 is a special resolution which seeks Shareholders’ approval for the issue of Equity Securities totaling up to 10% of the issued capital of the Company under and in accordance with Listing Rule 7.1A.

As Resolution 9 is a special resolution, at least 75% of the votes cast on Resolution 9 must be cast in favour of the Resolution in order for it to be passed.

5.1 Listing Rule 7.1A

Listing Rule 7.1A enables eligible entities to issue Equity Securities totaling up to 10% of its issued share capital through placements over a 12 month period after the entity’s annual general meeting ( 10% Placement Facility ). An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1. The actual number of Equity Securities that the Company will have the capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to formula below).

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting under Listing Rule 7.1A may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of fully paid shares on issue 12 months before the date of issue or agreement:

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• (a) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (b) plus the number of partly paid shares that became fully paid in the 12 months;

• (c) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 or 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;

• (d) less the number of fully paid shares cancelled in the 12 months.

Note: ‘A’ has the same meaning as in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D

• is 10%.

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of this Notice, the only quoted Equity Securities that the Company has on issue are its Shares and Options.

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

• the date on which the price at which the Equity Securities are to be issued is agreed; or

• if the Equity Securities are not issued within 5 Trading Days of the date in the paragraph above, the date on which the Equity Securities are issued.

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• the date that is 12 months after the date of the annual general meeting at which the approval is obtained; and

• the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX ( 10% Placement Period ).

5.2 Specific information required by Listing Rule 7.3A

For the purposes of Listing Rule 7.3A, the following information is provided to Shareholders in relation to Resolution 9:

(a) Minimum price at which the securities may be issued

The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

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• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(b) Risk of dilution

If Resolution 9 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the table below. There is a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the number of ordinary securities for variable ‘A’ calculated in accordance with the formula in Listing Rule 7.1A.2.

The table also shows:

• (i) two examples where variable ‘A’ has increased, by 50% and 100%. Variable ‘A’ is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future general meeting; and

• (ii) two examples where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

Variable ‘A’ in Listing Rule 7.1A.2		50% decrease in Market Price $0.0175	Current Market Price $0.035	100% increase in Market Price $0.07
Current Variable ‘A’ 147,079,978	10% Voting Dilution	14,707,998 Shares	14,707,998 Shares	14,707,998 Shares
	Funds raised	$257,390	$514,780	$1,029,560
50% increase in current Variable ‘A’ 220,619,967	10% Voting Dilution	22,061,997 Shares	22,061,997 Shares	22,061,997 Shares
	Funds raised	$386,085	$772,170	$1,544,340
100% increase in current Variable ‘A’ 294,159,956	10% Voting Dilution	29,415,996 Shares	29,415,996 Shares	29,415,996 Shares
	Funds raised	$514,780	$1,029,560	$2,059,120

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Notes:

1. Assumes the Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

2. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

3. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Annual General Meeting.

4. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

5. The issue of Equity Securities under the 10% Placement Facility consists only of Shares.

6. The market price used is $0.035, being the closing price of Shares on 18 October 2016.

(c)

Date by which the securities may be issued

The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 9 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities of the Company) or Listing Rule 11.2 (disposal of the main undertaking of the Company).

(d)

Purposes for which the securities may be issued

The Company may seek to issue the Equity Securities for the following purposes:

• (i) non-cash consideration for the acquisition of new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• (ii) cash consideration. In such circumstances, the Company intends to use the funds raised for acquisition of new assets or investments (including expenses associated with such acquisition) and general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities under rule 7.1A.

(e)

Allocation policy for issues of securities

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of recipients of Equity Securities will be determined on a case-by-case basis having regard to factors including, but not limited to, the following:

• (i) the purpose of the issue;

• (ii) the methods of raising funds that are available to the Company including, but not limited to, rights issues or other issues in which existing security holders can participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the financial situation and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

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Recipients of Equity Securities under the 10% Placement Facility have not been determined at the date of this Notice but are likely to be investors which are sophisticated or professional investors (or both) for the purposes of section 708 of the Corporations Act and are not related parties.

(f) Details of previous issues of securities

During the 12 months preceding the date of the Annual General Meeting, the Company has issued 94,854,122 Shares and 46,835,179 Options, representing approximately 125.87% of the total number of Equity Securities on issue at the commencement of that period.

Details of all issues of Equity Securities during that period are as follows:

Acquisition of Celtic Training & Consultancy Pty Ltd	Acquisition of Celtic Training & Consultancy Pty Ltd
Date of issue	7 January 2016.
Number issued	3,713,726 Shares.
Class of security	Fully paid ordinary shares.
Summary of terms	Each Share ranks equally in all respects with other Shares on issue.
Persons who received securities	David Leigh-Ewers and Elizabeth Ann Leigh-Ewers.
Issue price	The Shares were issued as partial consideration for the acquisition of Celtic Training & Technology Pty Ltd at a deemed issue price of $0.10097647 each calculated by reference to the 21 days volume weighted average price of Shares as quoted on the ASX as of the trading day immediately preceding the day that the Shares were to be issued.
Discount to market price	A premium of $0.001 per Shares (the market price on the relevant date was $0.099).
Total cash consideration	Nil cash consideration as the Shares were issued as partial consideration ($375,000) for the acquisition of Celtic Training & Technology Pty Ltd.
Amount of cash spent	Not applicable
Use of cash	Not applicable
Intended use of remaining cash	Not applicable
Conversion of convertible notes
Date of issue	(1) 22 December 2016 (2) 22 December 2016 (3) 22 December 2016
Number issued	(1) 250,000 Shares and 125,000 Listed Options. (2) 500,000 Shares and 250,000 Listed Options. (3) 2,000,000 Shares and 1,000,000 Listed Options.

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Class of security	Fully paid ordinary shares. Listed Options.
Summary of terms	Shares issued pursuant to conversion of convertible notes. Each Share ranks equally in all respects with other Shares on issue. Each Listed Option is exercisable at $0.20 and expires on 24 July 2017.
Persons who received securities	(1) David Vince Ridolfo. (2) Matthew Steven Riches (3) Bin Lui
Issue price	Nil cash consideration as the Shares and free Listed Options were issued pursuant to convertible notes as amended at an implied issue price of $0.10 each per Share.
Discount to market price	A premium of $0.009 per Shares (the market price on the relevant date was $0.091). A discount of $0.01 per Listed Option (the market price on the relevant date was $0.01).
Total cash consideration	Nil.
Amount of cash spent	Not Applicable.
Use of cash	Not Applicable.
Intended use of remaining cash	Not Applicable.
Performance bonus
Date of issue	(1) 21 March 2016 (2) 21 March 2016 (3) 21 March 2016
Number issued	(1) 50,000 Shares. (2) 50,000 Shares. (3) 50,000 Shares.
Class of security	Fully paid ordinary shares.
Summary of terms	Each Share ranks equally in all respects with other Shares on issue.
Persons who received securities	(1) Gregory Young. (2) Roslynn Parry (3) Katherine Baring
Issue price	Nil cash consideration as the Shares were issued as performance bonus at a deemed issue price of $0.092.

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Discount to market price	The deemed issue price is the market price on the relevant date.
Total cash consideration	Nil cash consideration as the Shares were issued as performance bonus for the consulting services provided to the Company.
Amount of cash spent	Not Applicable.
Use of cash	Not Applicable.
Intended use of remaining cash	Not Applicable.
Placement and facilitation fees
Date of issue	20 May 2016.
Number issued	345,044 Shares.
Class of security	Fully paid ordinary shares.
Summary of terms	Each Share ranks equally in all respects with other Shares on issue.
Persons who received securities	Gasmere Pty Ltd.
Issue price	Nil cash consideration as the Shares were issued as consideration for the placement and facilitation fee on the conditional convertible loan at a deemed issue price of $0.0797 each.
Discount to market price	A premium of $0.0177 per Shares (the market price on the relevant date was $0.062).
Total cash consideration	Nil.
Amount of cash spent	Not Applicable.
Use of cash	Not Applicable.
Intended use of remaining cash	Not Applicable.
Placement
Date of issue	24 June 2016.
Number issued	6,250,000 Shares.
Class of security	Fully paid ordinary shares.
Summary of terms	Each Share ranks equally in all respects with other Shares on issue.
Persons who received	Gasmere Pty Ltd.

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securities
Issue price	$0.04 per Share.
Discount to market price	A premium of $0.367 per Shares (the market price on the relevant date was $0.033).
Total cash consideration	$250,000.
Amount of cash spent	$250,000.
Use of cash	Working capital.
Intended use of remaining cash	Not Applicable.
Corporate fees
Date of issue	(1) 1 April 2016. (2) 1 April 2016.
Number issued	(1) 1,000,000 Options. (2) 1,000,000 Options.
Class of security	Options.
Summary of terms	Each Option is exercisable at $0.30 and expires on 1 April 2019.
Persons who received securities	(1) Gleneagle Securities (Aust) Pty Limited. (2) Exit Out Pty Ltd.
Issue price	Nil cash consideration as the Options were issued as partial consideration for the corporate fees for facilitating the subscription of convertible bonds.
Discount to market price	Not Applicable.
Total cash consideration	Nil.
Amount of cash spent	Not Applicable.
Use of cash	Not Applicable.
Intended use of remaining cash	Not Applicable.
Contractor fee
Date of issue	29 July 2016.
Number issued	2,000,000 Shares.
Class of security	Fully paid ordinary shares.
Summary of terms	Each Share ranks equally in all respects with other Shares on issue.

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Persons who received securities	AGD Unity Pty Ltd
Issue price	$0.04
Discount to market price	A discount of $0.008 per Shares (the market price on the relevant date was $0.048).
Total cash consideration	Nil cash consideration as the Shares were issued as part of Stuart Manifold’s remuneration as the chief executive officer of the Company
Amount of cash spent	Not Applicable.
Use of cash	Not Applicable.
Intended use of remaining cash	Not Applicable.
Placements (placement and facilitation fee on convertible notes)
Date of issue	(1) 17 December 2015 (2) 17 December 2015
Number issued	(1) 50,000 Shares and 1,875,000 Listed Options (2) 50,000 Shares and 1,875,000 Listed Options.
Class of security	Fully paid ordinary shares. Listed Options.
Summary of terms	Each Share ranks equally in all respects with other Shares on issue. Each Listed Option is exercisable at $0.20 and expires on 24 July 2017.
Persons who received securities	(1) J&J Bandy Nominees Pty Ltd as trustee for the J&J Brady Super Fund. (2) Wimalex Pty Ltd as trustee for the Trio Super Fund.
Issue price	Nil cash consideration as the Shares and Listed Options were issued as consideration for facilitation fee on convertible notes at a deemed issue price of $0.10 per Share and deemed issue price of $0.01 per Listed Options.
Discount to market price	A premium of $0.01 per Shares (the market price on the relevant date was $0.09). The Listed Options were issued at the market price.
Total cash consideration	Nil.
Amount of cash spent	Not Applicable.
Use of cash	Not Applicable.
Intended use of	Not Applicable.

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remaining cash
Placements (placement and facilitation fee on convertible notes)
Date of issue	12 January 2016
Number issued	125,000 Shares.
Class of security	Fully paid ordinary shares.
Summary of terms	Each Share ranks equally in all respects with other Shares on issue.
Persons who received securities	HSBC Custody Nominees (Australia) Limited.
Issue price	Nil cash consideration as the Shares were issued as consideration for the facilitation fee on convertible notes at a deemed issue price of $0.10 per Share.
Discount to market price	A discount of $0.01 per Share (the market price on the relevant date was $0.11).
Total cash consideration	Not Applicable.
Amount of cash spent	Not Applicable.
Use of cash	Not Applicable.
Intended use of remaining cash	Not Applicable.
Rights issues 2015
Date of issue	2 December 2015.
Number issued	(1) 2,400,978 Shares. (2) 1,200,494 Listed Option
Class of security	(1) Fully paid ordinary shares. (2) Listed Options.
Summary of terms	Each Share ranks equally in all respects with other Shares on issue. Each Listed Option is exercisable at $0.20 and expires on 24 July 2017.
Persons who received securities	Applicants under Rights Issue 2015.
Issue price	(1) $0.10 per Share. (2) Nil for free Listed Options.
Discount to market price	A premium of $0.0906 per Share (the market price on the relevant date was $0.0094). A discount of$0.01per Listed Option(the marketprice on the

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	relevant date was $0.01).
Total cash consideration	$240,098.
Amount of cash spent	$240,098.
Use of cash	Rights Issue 2015 expenses. Working capital Market and integration of existing course offerings Investment in training initiatives with corporates, government and peak industry bodies.
Intended use of remaining cash	Not Applicable.
Entitlement Offer
Date of issue	Various from 15 July 2016 to 13 September 2016
Number issued	(1) 77,019,374 Shares. (2) 38,509,685 Listed Options B.
Class of security	(1) Fully paid ordinary shares. (2) Listed Options B.
Summary of terms	Each Share ranks equally in all respects with other Shares on issue. Each Listed Option B is exercisable at $0.08 and expires on 15 July 2019.
Persons who received securities	Applicants and other shortfall participants (including Underwriter and sub-underwriters) under Rights Issue 2016.
Issue price	(1) $0.10 per Share. (2) Nil for free Listed Options B.
Discount to market price	A premium of $0.067 to $0.05 per Share (the market price on the relevant date range from $0.033 to $0.05). Listed Options B is a new class of Option with no trading history.
Total cash consideration	$3,080,775.
Amount of cash spent	$2,280,775.
Use of cash	Rights Issue and underwriter 2016 expenses. The leasing and development of suitable CRICOS compliant (zoned 9B) facilities for the purpose of the delivery of training to foreign students. Employment of suitably qualified instructional staff to cater for the expected increase in training participants. Customisation of Diploma teaching materials for bespoke blended sports and education programs.

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The continued expansion of the Company’s Foundation Skills program allowing the delivery to Corrective Services in QLD, SA, ACT, NSW and WA. Further development of partnerships that foster improved completion rates and therefore higher employment outcomes. Payment of Convertible Notes converted to cash Working capital.

Intended use of remaining cash

The leasing and development of suitable CRICOS compliant (zoned 9B) facilities for the purpose of the delivery of training to foreign students. Employment of suitably qualified instructional staff to cater for the expected increase in training participants. The leasing and development of suitable CRICOS compliant (zoned 9B) facilities for the purpose of the delivery of training to foreign students. Employment of suitably qualified instructional staff to cater for the expected increase in training participants.

Directors’ recommendations

The Directors unanimously recommend that Shareholders vote in favour of Resolution 9.

6. Resolution 10: Election of Daniel Moore as a Director

6.1 Background

Andrew Crevald has given the Company a written notice of resignation to resign as a Director effective on the appointment of a replacement.

Daniel Moore offers himself for election as a Director.

The Company’s Constitution allows any person to lodge a nomination and consent to nomination at least 30 business days prior to the meeting. Daniel Moore provided his nomination and consent within the required time frame and accordingly has been included in this Notice as a candidate for election as a Director of the Company.

Brief background information on Mr Moore is set out below:

Daniel Moore recently sat on the non-exec board of Coronado Resources Ltd before it listed on the ASX as a specialty pharmaceutical business Race Oncology Ltd. He was also a non-exec director of Stratum Metals Ltd before it undertook a reverse takeover merger with retail energy company Locality Planning Energy Ltd. Previously he spent ten years as a Financial Advisor for Wilson HTM focusing on emerging companies. Before that he worked for Morgan Stanley in London for 4 years. He holds a Bachelor of Economics and Law.

6.2

Directors’ recommendations

The Directors unanimously recommend that Shareholders vote in favour of Resolution 10.

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DEFINITIONS

In this Notice and Explanatory Statement, the following terms have the following meanings:

10% Placement Facility has the meaning given in Section 5.1.

10% Placement Period has the meaning given in Section 5.1.

Annexure means an annexure to this Explanatory Statement.

Annual General Meeting or Meeting means the annual general meeting of Shareholders to be held on 30 November 2016 at 10am (AWST).

Annual Report means the annual report of the Company for the financial year ended 30 June 2016.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange, as the context requires.

Auditor’s Report means the Directors’ Report, the Financial Report and Auditor’s Report, in respect of the financial year ended 30 June 2016.

AWST means Western Standard Time, being the time in Perth, Western Australia.

Board means the board of Directors.

Chair means the chairperson of the Meeting.

Closely Related Party means a closely related party of a member of Key Management Personnel as defined in Section 9 of the Corporations Act, being:

• a spouse or child of the member;

• a child of that member’s spouse;

• a dependent of that member or of that member’s spouse;

• anyone else who is one of that member’s family and may be expected to influence that member, or be influenced by that member, in that member’s dealings with the Company;

• a company that is controlled by that member; or

• any other person prescribed by the regulations.

Company means iCollege Limited ACN 105 012 066.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors’ Report means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company.

Entitlement Offer means a fully underwritten non-renounceable pro rata entitlement offer of approximately 77,019,374 new Shares on the basis of one new Share for every one Share held by eligible Shareholders on the record date at an issue price of $0.04 per new Shares, with one free Attaching Option for every two new Shares issued, to raise approximately $3,080,775 (before costs) made pursuant to the prospectus dated 14 June 2016.

Equity Securities has the meaning given in the Listing Rules.

Explanatory Statement means the explanatory statement incorporated in the Notice.

Exempt Investor means a professional or sophisticated investor under section 708 of the Corporations Act.

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Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company.

Key Management Personnel means the key management personnel of the Company as defined in Section 9 of the Corporations Act and Australian Accounting Standards Board accounting standard 124, being those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise).

Listed Options means the Options listed on the ASX with the ASX code ICTO, exercisable at 20 cents on or before 24 July 2017.

Listed Options B means the Options listed on the ASX with the ASX code ICTOB, exercisable at 8 cents on or before 15 July 2019.

Listing Rules means the official Listing Rules of ASX.

Notice of Annual General Meeting or Notice means the notice of annual general meeting incorporating the Explanatory Statement.

Option means an option to acquire a Share.

Proxy Form means the proxy form attached to this Notice.

Remuneration Report means the section of the Annual Report entitled ‘Remuneration Report’.

Resolution means a resolution contained in the Notice.

Rights Issue 2015 means the Company’s non-renounceable pro rata entitlement offer of Shares at an issue price of $0.10 each on the basis of one new Share for every four Shares, with a free attaching Listed Option on a one for two basis, held by eligible Shareholders on the record date, to raise up to approximately $1,673,366 (before costs) made pursuant to the offer document dated 23 October 2015.

Section means a section contained in the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of one or more Shares.

Trading Day has the meaning given in the Listing Rules.

Underwriter Options means the Options listed on the ASX with the ASX code ICTOB, exercisable at 8 cents on or before 15 July 2019.

VWAP means volume weighted average market price.

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ANNEXURE A – TERMS AND CONDITIONS OF UNDERWRITER OPTIONS

Terms of the Underwriter Options the subject of Resolution 2 are set out below.

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.08 (Exercise Price).

(c) Expiry Date

Each Option will expire at 5:00 pm (AWST) on 15 July 2019 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

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(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Quotation

The Company will apply for quotation of the Options on ASX.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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iCollege Limited ACN 105 012 066

PROXY FORM

I/We of Appoint OR
	being a member of iCollege Limited ACN 105 012 066 entitled to attend and vote at the Annual General Meeting, hereby
	Name of Proxy the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at 10am (AWST) on 30 November 2016, at Bentleys, Level 3, London House, 216 St Georges Terrace, Perth, Western Australia, and at any adjournment thereof.

The Chair intends to vote all undirected proxies in favour of all Resolutions. If you have appointed the Chair as your proxy (or the Chair becomes your proxy by default), and you wish to give the Chair specific voting directions on a Resolution, you should mark the appropriate box(es) opposite those Resolutions in the panel below (i.e. directing the Chair to vote for, against or to abstain from voting).

OR
Voting on business	of the Annual General Meeting	For	Against Abstain
Resolution 1	Approval of Remuneration Report.
Resolution 2	Issue of Underwriter Options to Richmond Food Systems Pty. Ltd.
	(underwriter and related party)
Resolution 3	Approval of prior issues of 250,000 Shares with free 250,000 Listed Options to David Vince Ridolfo.
Resolution 4	Approval of prior issues of 500,000 Shares with free 250,000 Listed Options to Matthew Steven Riches.
Resolution 5	Approval of prior issues of 2,000,000 Shares with free 1,000,000 Listed Options to Bin Lui.
Resolution 6	Approval of prior issue of 2,000,000 Shares to AGD Unity Pty Ltd.
Resolution 7	Approval of prior issues of 50,000 Shares and 1,875,000 Listed
	Options to J&J Bandy Nominees Pty Ltd as trustee for the J&J Bandy
	Super Fund.
Resolution 8	Approval of prior issues of 50,000 Shares and 1,875,000 Listed Options to Wimalex Pty Ltd as trustee for Trio Superannuation Fund.
Resolution 9	Approval of 10% Placement Facility.
Resolution 10	Election of Daniel Moore as a Director.

Note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority.

If two proxies are being appointed, the proportion of voting rights this proxy represents is ___%

Signature of Member(s): Date: Individual or Member 1 Sole Director/Company Secretary Contact Name: ____	Member 2 Director ______ Contact Ph (daytime): _	Member 3
		Director/Company Secretary __________

Instructions for Proxy Form

1. Your name and address

Please print your name and address as it appears on your holding statement and the Company’s share register. If Shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note you cannot change ownership of your securities using this form.

2.

Appointment of a proxy

You are entitled to appoint no more than two proxies to attend and vote on a poll on your behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of your voting rights. If you appoint two proxies and the appointment does not specify this proportion, each proxy may exercise half of your votes.

If you wish to appoint the Chair of the Annual General Meeting as your proxy, please mark the box. If you leave this section blank or your named proxy does not attend the General Meeting, the Chair will be your proxy. A proxy need not be a Shareholder.

3. Voting on Resolutions

You may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item your vote will be invalid on that item.

4.

Signing instructions

You must sign this form as follows in the spaces provided:

• ( Individual ) Where the holding is in one name, the holder must sign.

• ( Joint holding ) Where the holding is in more than one name, all of the shareholders should sign.

• ( Power of attorney ) If you have not already lodged the power of attorney with the Company’s share registry, please attach a certified photocopy of the power of attorney to this form when you return it.

• ( Companies ) Where the company has a sole director who is also the sole company secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act) does not have a company secretary, as sole director can also sign alone. Otherwise this form must be signed by a director jointly with either another director or a company secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission.

5.

Return of a Proxy Form

To vote by proxy, please complete and sign the enclosed Proxy Form (and any power of attorney and/or second Proxy Form) and return by:

• post to the Company at iCollege Limited, PO Box 2138, Subiaco WA 6904; or

• facsimile to the Company on facsimile number 1300 558 065; or

• email to the Company Secretary at susher@icollege.net,

so that it is received by no later than 7pm (AEDT) on 28 November 2016. Proxy Forms received later than this time will be invalid.