NEXTED GROUP LIMITED - AGM Information 2017

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ICOLLEGE LIMITED

ACN 105 012 066

Notice of Annual General Meeting

General Meeting of Shareholders to be held at Bentleys, Level 3, London House, 216 St Georges Terrace Perth, Western Australia on

12 January 2018, commencing at 1pm (WST)

Important

This Notice of 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.

NOTICE OF ANNUAL GENERAL MEETING	NOTICE OF ANNUAL GENERAL MEETING	3
EXPLANATORY STATEMENT		9
1	VOTING	9
2	REGULATORY INFORMATION	10
3	RESOLUTION 1: APPROVAL OF REMUNERATION REPORT	10
4	RESOLUTION 2: ELECTION OF SIMON TOLHURST AS A DIRECTOR	11
5	RESOLUTION 3: ELECTION OF ASHISH KATTA AS A DIRECTOR	11
6	RESOLUTION 4: ISSUE OF CONSIDERATION SHARES – MANTHANO ACQUISITION	12
7	RESOLUTION 5: RATIFICATION OF PRIOR ISSUE OF TERMINATION SHARES TO STUART
	MANIFOLD	20
8	RESOLUTION 6: RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES	22
9	RESOLUTION 7: APPROVAL OF 10% PLACEMENT FACILITY	23
10	RESOLUTION 8 ISSUE OF OPTIONS TO HARRY HATCH	28
11	RESOLUTION 9: ISSUE OF OPTIONS TO 5G CAPITAL	30
12	RESOLUTION 10: ISSUE OF OPTIONS TO PG BINET	31
13	RESOLUTION 11: ISSUE OF SHARES TO JIM CAFFIERI	32
14	RESOLUTION 12: ISSUE OF DIRECTOR SHARES IN LIEU OF DIRECTOR FEES TO SIMON
	TOLHURST	33
15	RESOLUTION 13: APPROVAL OF THE ISSUE OF SHARES TO DAVID LEIGH-EWERS AND
	ANNE LEIGH-EWERS	35
16	RESOLUTION 14: ISSUE OF SHARES TO STUART USHER (SENIOR MANAGEMENT TEAM
	MEMBER)	38
17	RESOLUTION 15: ADOPTION OF EMPLOYEE PERFORMANCE RIGHTS PLAN	39
18	RESOLUTION 16: RE-ELECTION OF PHIL RE AS A DIRECTOR	39
ANNEXURE A – MATERIAL TERMS OF THE HH CONVERTIBLE LOAN		43
ANNEXURE B – MATERIAL TERMS OF THE 5G CAPITAL LOAN AGREEMENT		44
ANNEXURE C – MATERIAL TERMS OF THE PG BINET LOAN AGREEMENT		45
ANNEXURE D – MATERIAL TERMS OF THE CAFFIERI CONVERTIBLE LOAN		46
ANNEXURE E – TERMS AND CONDITIONS OF THE UNLISTED OPTIONS		47
ANNEXURE G – INDEPENDENT EXPERTS REPORT		51
PROXY FORM		52

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 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 12 January 2018, commencing at 1pm (WST). 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 2017, which includes the Financial Report, Directors’ Report, Remuneration Report and Auditor’s Report.

Resolution 1: Approval of Remuneration Report

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

“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 2017 be adopted.”

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

Voting exclusion statement

The Company will disregard any votes cast on this Resolution:

by or on behalf of a number of Key Management Personnel as described 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: Election of Simon Tolhurst as 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, Mr Simon Tolhurst, a Director who was appointed on 10 October 2017, retires, and being eligible, is re-elected as a Director.”

Resolution 3: Election of Ashish Katta as 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, Mr Ashish Katta, a Director who was appointed on 23 August 2017, retires, and being eligible, is re-elected as a Director.”

Resolution 4: Issue of Consideration Shares - Acquisition of Manthano

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

“That, for the purposes of item 7 of section 611 and Chapter 2E of the Corporations Act, and Listing Rules 10.1 and 10.11, and for all other purposes, approval be given for the issue of up to 250,000,000 Shares to the Manthano Vendors as consideration for the acquisition of all of the issued capital of Manthano, and for the acquisition by the Manthano Vendors of a Relevant Interest in issued voting shares in the Company and the increase in the Manthano Vendors collective, and Ashish Katta’s and Prashant Patel’s individual voting power in the Company from less than 20%, to more than 20%, on the terms and conditions set out in the Explanatory Statement.”

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Independent Expert’s Report

Shareholders should carefully consider the Independent Expert’s Report prepared by Nexia for the purposes of Shareholder approval under section 611 (item 7) of the Corporations Act and Listing Rule 10.1 in relation to Resolution 4. The Independent Expert’s Report comments on the fairness and reasonableness of the issues under Resolution 4 to the non-associated Shareholders. The Independent Expert has determined that those issues are fair and reasonable to the non-associated Shareholders.

Voting exclusion statement

The Company will disregard any votes cast on Resolution 4 by:

the Manthano Vendors and/or their nominees; or
an associates of the Manthano Vendors and/or their nominees.

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.

In addition, the Company will disregard any votes cast on Resolution 4 by any party to the Manthano Acquisition.

Further, it is a condition of approval under item 7(a) of section 611 of the Corporations Act that no votes are cast in favour of Resolution 4 by the person proposing to make the acquisition and their associates or the persons (if any) from whom the acquisition is to be made and their associates.

Voting prohibition statement

A vote on this Resolution must not be cast (in any capacity) by or on behalf of:

the Manthano Vendors and/or their nominees; or
an associate of and/or their nominees.

However, a person ( voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution.

Resolution 5: Ratification of prior issue of Termination Shares to Stuart Manifold

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

“That, for the purposes of Listing Rule 7.4, and for all other purposes, the issue of 1,200,000 Termination Shares to Stuart Manifold as set out in the Explanatory Statement is hereby approved and ratified.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by Stuart Manifold and 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: Ratification of prior issue of Placement Shares

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

“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 15,711,512 Shares to non-related sophisticated and professional investors at the issue price of $0.04 each as set out in the Explanatory Statement is hereby approved and ratified.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by a person who participated in the issue 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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Resolution 7: 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 totalling 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 8: Issue of Options to Harry Hatch

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval be given for the issue of 10,000,000 unlisted Options to Harry Hatch and/or his nominees with an exercise price of $0.04 and an expiry date of two years from the date of issue 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:

Harry Hatch and/or his nominees; or
an associates of Harry hatch and/or his 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.

Resolution 9: Issue of Options to 5G Capital

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval be given for the issue of 5,000,000 unlisted Options to 5G Capital and/or his nominees with an exercise price of $0.08 and an expiry date of two years from the date of issue 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:

5G Capital and/or his nominees; or
an associates of 5G Capital and/or his 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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Resolution 10: Issue of Options to PG Binet

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval be given for the issue of 5,000,000 unlisted Options to PG Binet and/or his nominees with an exercise price of $0.04 and an expiry date of two years from the date of issue 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:

PG Binet and/or his nominees; or
an associates of PG Binet and/or his 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.

Resolution 11: Issue of Shares to Jim Caffieri

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval be given for the issue of 250,000 Shares to Jim Caffieri and/or his nominees 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:

Jim Caffieri and/or his nominees; or
• an associates of Jim Caffieri and/or his 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.

Resolution 12: Issue of Director Shares in lieu of Director Fees to Simon Tolhurst

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

“ That for the purposes of Section 208 of the Corporations Act 2001 and ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue up to the equivalent of $36,000 in ordinary fully paid shares in lieu of Directors’ Fees to Director Mr. Simon Tolhurst, or his nominee(s) on terms and conditions which are set out in the Explanatory Statement accompanying this Notice of Meeting ”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by Mr. Simon Tolhurst and 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 13: Approval of the issue of Shares to David Leigh-Ewers and Anne Leigh-Ewers

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

“That, for the purposes of Listing Rule 7.1, Chapter 2E of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval be given for the issue of 5,000,000 Shares to David Leigh-Ewers and Anne LeighEwers on the terms and conditions set out in the Explanatory Statement.”

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Voting exclusion statement

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

David Leigh-Ewers and Anne Leigh-Ewers and/or their nominees; or
an associate of David Leigh-Ewers and Anne Leigh-Ewers and/or their 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.

Voting prohibition statements

A vote on this Resolution must not be cast (in any capacity) by or on behalf of:

David Leigh-Ewers and Anne Leigh-Ewers and/or their nominees; or
an associate of David Leigh-Ewers and Anne Leigh-Ewers and/or their nominees; or
However, a person ( voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution.

Resolution 14: Issues of Shares to Stuart Usher (Senior Management Team)

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval be given for the grant and issue of 3,000,000 Shares to Stuart Usher (the Chief Financial Officer and Company Secretary of the Company) and/or his nominees 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 Stuart Usher and/or his nominees; or
an associate of Stuart Usher and/or his nominees; or
by 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.

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.

Voting prohibition statements

The Company will disregard any votes cast on this Resolution:

by or on behalf of a member of Key Management Personnel;
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 even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 15: Adoption of Employee Performance Rights

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

“That, for the purposes of ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval be given for the Company to adopt an employee incentive scheme, being the “iCollege Limited Employee Performance Rights Plan”, and for the issue of securities under that employee incentive scheme, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting 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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Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 16: Re-election of Phil Re as Director

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

“That, Mr Phil Re, being a director, retires by rotation in accordance with clause 13.2 of the Constitution, and being eligible, is hereby re-elected as a Director.”

By order of the Board

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Stuart Usher

Company Secretary iCollege Limited 12 December 2017

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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 General Meeting to be held at Bentleys, Level 3, London House, 216 St Georges Terrace, Perth, Western Australia on 12 January 2018, commencing at 1pm (WST).

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 of General Meeting.

This Notice 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.

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

1 Voting

1.1 Proxies

Please note that:

a Shareholder entitled to attend and vote at the 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 General Meeting or handed in at the General Meeting when registering as a corporate representative.

Members of the Key Management Personnel will not be able to vote as proxy on Resolution 14 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 14.

If a Shareholder intends to appoint the Chair as their proxy for Resolution 14, Shareholders can direct the Chair how to vote by marking one of the boxes for Resolution 14 (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, the Shareholder will be expressly authorising the Chair to exercise the proxy in respect of Resolution 14 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 send by:

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

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facsimile to iCollege Limited, C/- Link Market Services Limited on +61 2 9287 0309; or
by hand to iCollege Limited, C/- Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138

so that it is received by no later than 48 hours before the commencement of the meeting. Proxy Forms received later than this time will be invalid.

1.2 Voting entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 7pm (AEDT) on 12 January 2018. Accordingly, transactions registered after this time will be disregarded in determining Shareholder’s entitlement to attend and vote at the General Meeting.

2 Regulatory Information

2.1 Annual Report

The Annual Report of the Company for the financial year ended 30 June 2017, which includes the Financial Report, the Director’s 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 and Corporate (WA) Pty Ltd, is anticipated to be in attendance to respond to any questions raised to the auditor or on the Auditor’s Report in accordance with section 250T of the Corporations Act.

3 Resolution 1: Approval of Remuneration Report

The Remuneration Report of the Company for the financial year ended 30 June 2017 is included in the Directors’ Report in the Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

Section 249L(2) of the Corporations Act requires a company to inform Shareholders that a Resolution on the Remuneration Report will be put to the shareholders at the Annual General Meeting. Section 250R(2) of the Corporations Act requires a Resolution that the Remuneration Report adopted to 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 of 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 June 2017, 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 the adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put a Resolution to the Shareholders at the second annual general meeting 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.

Directors’ recommendations

The Directors encourage all Shareholders to vote on Resolution 1.

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4 Resolution 2: Election of Simon Tolhurst as a Director

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Clause 13.4 of the Constitution and Listing Rule 14.4 further determines that any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are eligible to retire by rotation (if any) at that meeting.

Mr. Simon Tolhurst has been appointed as an Independent Non-Executive Chairman of iCollege on 10 October 2017 after providing his consent to act as Director. His experience with litigation, commercial law, mergers and acquisitions, governance and compliance is a welcomed addition to the broad experience held by the incumbent board of directors.

Mr. Simon Tolhurst is a Partner in HWL Ebsworth’s Litigation Team and has over 20 years’ experience in commercial dispute Resolution matters. Simon has represented government as well as private organizations including mining companies, investment groups, International cruise liners and retail chains. He has been named in The Australian Financial Review's Best Lawyers as one of Australia's best lawyers in the Litigation category. He has also been recognized in Doyle's Guide as a Leading Commercial Litigation & Dispute Resolution Lawyer.

Mr. Simon Tolhurst sits on the boards of a number of resource companies and is currently a member of Queensland Petroleum Exploration Association. He holds a Master of Laws (Hons) degree and is a practicing solicitor in the Supreme Court of Queensland as well as the High Court of Australia.

Mr. Simon Tolhurst will retire and being eligible seeks election as Director from Shareholders.

Directors’ recommendations

The Directors recommend that Shareholders vote in favour of Resolution 2.

5 Resolution 3: Election of Ashish Katta as a Director

Mr. Ashish Katta was appointed to the board on 23 August 2017 after providing his consent to act as Director. On 15 August 2017, Mr. Ashish Katta through Sero Learning became a significant shareholder of iCollege. Mr. Ashish Katta’s appointment significantly strengthens the Education experience within the Company.

Mr. Ashish Katta joins the board as a non-executive director to work with the existing team on expanding current business opportunities and operations. He has significant experience in the development of VET training and CRICOS businesses both domestically and internationally.

Mr. Ashish Katta is a member of Australian institute of Company Directors and serves as a director on private company Boards in Australia and overseas. He has an MBA from the University of Ballarat where he specialised in International Management.

Mr. Ashish Katta will retire and being eligible seeks election as Director from Shareholders.

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Directors’ recommendations

The Directors recommend that Shareholders vote in favour of Resolution 3.

6 Resolution 4: Issue of Consideration Shares – Manthano Acquisition

6.1 Background

The Company announced on 2 October 2017 that it has entered into a binding term sheet ( Binding Term Sheet ) to acquire all of the issued capital of Manthano.

(a) About Manthano

Manthano is a vocational education and training organisation that provides both accredited and nonaccredited training solutions to existing workers, job seekers and school leavers throughout Australia and abroad. The training that is delivered by Manthano and its two registered training organisations is targeted at individuals seeking essential skills and knowledge required to gain employment across a range of industry sectors including health and fitness, community services and business. Manthano is working closely with a number of community based organisations to increase opportunities for graduates to secure meaningful employment.

(b)

Acquisition Terms

The key terms of the Binding Term Sheet are as follows:

Purchase Price : The consideration for the acquisition will be satisfied by the issue of 250,000,000 shares in the Company to the Manthano Vendors. The Company will obtain an independent valuation in the form of an independent experts report for inclusion into the Notice of Meeting to assist shareholders.

Further, subject to ASX determination that any of the Consideration Shares should be restricted securities, 200,000,000 of the 250,000,000 total Consideration Shares will be subject to voluntary escrow for a period of 12 months from the date of issue, and the remaining 50,000,000 will be voluntary escrowed for a period of 6 months from the date of issue.

(c) Effect of the Manthano acquisition on the Capital Structure

The table below sets out the current share capital structure of the Company and the capital structure showing the effect of the issue of the Consideration Shares (assuming no other Shares are issued and based on the assumptions set out in the notes below).

	Number of Shares

Balance as at 1 July 2017	196,672,082
Subsequent movement	-
As at the date of this report(1)	196,672,082
Conversion of options into shares under Resolution 8	10,000,000
Conversion of options into shares under Resolution 10	5,000,000
Issue of shares under Resolution 11	250,000

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Issue of shares under Resolution 12	900,000
Issue of shares under Resolution 13	5,000,000
Issue of shares under Resolution 14	3,000,000
Issue of shares under Resolution 4	250,000,000
Total if all resolutions passed	470,822,082

6.2 Section 611 (item 7) of the Corporations Act

Section 606(1) of the Corporations Act prohibits a person acquiring a Relevant Interest in issued voting shares in a listed company (such as the Company) if, as a result of the acquisition, that person’s or someone else’s voting power in the company increases:

from 20% or below to more than 20%, or
from a starting point that is above 20% and below 90%.

The voting power of a person in a body corporate is determined under section 610 of the Corporations Act. The calculation of a person’s voting power in a company involves determining the voting shares in the company in which the person and the person’s associates have a relevant interest. Under section 608(1) of the Corporations Act, a person has a Relevant Interest in securities if they:

are the holder of the securities;
have power to exercise, or control the exercise of, a right to vote attached to securities; or
have power to dispose of, or control the exercise of power to dispose of, the securities.

It does not matter how remote the Relevant Interest is or how it arises. If two or more people can jointly exercise one of these powers, each of them is taken to have that power.

Associates

A person is an “associate” of another person if, amongst other things, they have entered into an agreement, arrangement or understanding for the purpose of controlling or influencing the composition of a company’s board of directors or the conduct of the company’s affairs.

In determining who is an associate for the purposes of calculating a person’s Voting Power, section 12(2) of the Corporations Act provides that:

the following entities are associates of a body corporate:
another body corporate which it controls;
another body corporate which controls it; and
another body corporate that is controlled by the same entity which controls it;
a person will be an associate of another person if they have, or propose to enter into, a relevant agreement for the purpose of controlling or influencing:
the composition of a body’s board; or
the conduct of the body’s affairs; and

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a person will be an associate of another person if they are acting, or propose to act, in concert in relation to the affairs of a body.

The Manthano Vendors do not consider that they will be associates with respect to their interests in the Company following completion of the Share Purchase Agreement. However, under section 12(2)(b) and (c) of the Corporations Act, the Manthano Vendors may be considered associates due to the Share Purchase Agreement constituting a relevant agreement which will influence the conduct of the Company’s affairs, and due to the Manthano Vendors acting in concert in relation to the Company’s affairs through their common understanding and intentions with respect to the Manthano acquisition and by all agreeing to sell their shares in Manthano to the Company.

Because of this possible associate relationship, at the point in time when the Shares are issued, the Manthano Vendors will have a maximum Voting Power in the Company of 58.05% after the issue of all shares following the Resolution in this Notice of Meeting. Of the Manthano Vendors, Ashish Katta’s and Prashant Patel’s individual shareholding and voting power in the Company will move from below to above 20%. Therefore, the Company is seeking the approval of Shareholders under item 7 of section 611 of the Corporations Act for the Manthano Vendors collectively, and for Ashish Katta’s and Prashant Patel’s individually, to acquire a Voting Power in the Company in excess of 20% for the purposes of section 606 of the Corporations Act.

Completion of the Share Purchase Agreement will effectively discharge the rights and obligations of the parties which create the possible associate relationship. Accordingly, immediately following completion, the Manthano Vendors will cease to be associates of one another with respect to the Company, and their respective Voting Powers will cease to be aggregated. Instead, the Voting Power of each Manthano Vendor will be determined on an individual basis, as set out below. Ashish Katta and Prashant Patel are the only Manthano Vendors who is anticipated to have a Voting Power in the Company in excess of 20% following completion of the Share Purchase Agreement.

Section 611 (item 7) provides an exception to the prohibition in section 606, in circumstances where the shareholders of the company approve an acquisition at a meeting at which no votes are cast in favour of the Resolution by parties involved in the proposed acquisition, including their associates. Accordingly, Resolution 4 seeks Shareholder approval for the purposes of item 7 of section 611 of the Corporations Act.

The following additional information is provided pursuant to the requirements of section 611 (item 7) of the Corporations Act and ASIC Regulatory Guide 74: Acquisitions approved by members for the purposes of obtaining approval under item 7 of section 611 of the Corporations Act:

(a) The identity of the person proposing to make the acquisition and their associates

Ashish Katta Prashant Patel Stuart Manifold George Addison John Gasson Other shareholders*

*This represents unallocated shares in Manthano as at the date of the Notice of Meeting. Manthano reserves the right to issue further shares in order to meet the condition precedent to completion in the Binding Term Sheet requiring Manthano to have a cash balance value of $1million at completion of the acquisition. Further details of Manthano Vendors will be provided at the annual general meeting.

(b) The maximum extent of the increase in that person’s voting power in the company that would result from the acquisition

Ashish Katta: 16.90% Prashant Patel: 16.90% Stuart Manifold: 1% George Addison: <1% John Gasson: 1% Other shareholders*: 11%

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(c) The voting power that person would have as a result of the acquisition**

Ashish Katta: 23.25% Prashant Patel: 23.25% Stuart Manifold: 2% George Addison: <1% John Gasson: 1% Other shareholders: 11% *including due to indirect shareholdings

(d) The maximum extent of the increase in the voting power of each of that person’s associates that would result from the acquisition

Manthano Vendors: 60.79%***

***Ashish Katta and Prashant Patel notified the Company that they do not intend to act in concert in relation to the affairs of the Company after the Manthano acquisition

(e) The voting power that each of that person’s associates would have as a result of the acquisition

As above.

The following additional information is provided pursuant to the requirements of ASIC Regulatory Guide 74 in respect of Resolution 4:

(a) An explanation of the reasons for the proposed acquisition

The Manthano acquisition is consistent with the Company’s current business model and strategic objectives and the Company has the commercial and technical capabilities to fully integrate Manthano and its subsidiaries into its operating structure.

(b) When the proposed acquisition is to occur

It is anticipated that the acquisition occurs within 5 days of the shareholder meeting. It is a condition of the Binding Term Sheet that the Company, Manthano and the Manthano Vendors enter into a binding share Sale and purchase agreement ( Share Purchase Agreement ) on terms materially similar to the Binding Term Sheet.

(c)

The material terms of the proposed acquisition

The material terms of the proposed acquisition are set out in this section of the Explanatory Statement.

Conditions Precedent:

As a minimum, the Company will require each of the following conditions to be satisfied prior to completing the Manthano acquisition:

Satisfactory completion of due diligence investigations;
Manthano having a minimum value of cash balance (cash at bank) equal to $1,000,000 at completion date;
The parties entering into a binding sale and purchase agreement on terms materially similar to those contained in the Binding Term Sheet;
Receipt of any necessary approval by the Board of Directors of the Company;

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Approval of the proposed acquisition by the shareholders of the Company in a shareholder meeting to be convened as soon as practicable and as required by the ASX, ASIC and applicable legislation and regulations;
Receipt of any necessary approval by the ASX and ASIC (the ASX may require escrow conditions);
Receipt of fair and reasonable report completed by an Independent Expert as required by the Corporations Act, which is required for the Notice of Meeting; and
Manthano agrees to underwrite all expenses in relation to the Share Purchase Agreement (to be allocated to parties selected by Manthano) and Independent Expert Report (prepared by Nexia) and preparation of notice of meeting:
If:
The acquisition is not completed, all costs and expenses associated with clause - above, shall not be refundable;
The acquisition is completed, all costs and expenses associated with clause - above, shall be considered as included in item - above.

As a minimum, the Manthano will require each of the following conditions to be satisfied prior to completing the Manthano acquisition Manthano Conditions

As a minimum, Manthano will require satisfactory completion of due diligence investigations into the Company to be satisfied prior to completing any Proposed Acquisition.

Warranties:

Manthano warranted that, at completion date:

it will hold all regulatory approvals and licences necessary for the ongoing operations of the group’s businesses; and
it will hold an active CRICOS licence.

Termination of Term Sheet:

The Term Sheet will terminate the earlier of:

6 months from the date of signing the Binding Term Sheet or at such later date as may be agreed in writing between the parties;
execution of a binding sale and purchase agreement; or
a party failing to perform any of its obligations under this Term Sheet and failing to remedy that default after receiving 21 days written notice to do so.
(d) Details of the terms of any other relevant agreement between the acquirer and the target entity or Vendors (or any of their associates) that is conditional on (or directly or indirectly depends on) members’ approval of the proposed acquisition

The material terms of the Binding Term Sheet are set out in this section of the Explanatory Statement.

(e) A statement of the acquirer’s intentions regarding the future of the target entity if members approve the acquisition and, in particular:

Other than as disclosed elsewhere in this Notice, the Manthano Vendors:

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(a) have no current intention of making any changes to the business of the Company;
(b) does not propose to inject further capital into the Company;
(c) does not intend to change the employment arrangements of the Company;
(d) does not propose to transfer any assets between the Company and the Manthano Vendors, or its associates;
(e) has no intention to otherwise redeploy the fixed assets of the Company; and
(f) does not intend to change the financial or dividend distribution policies of the Company.

These intentions are based on information concerning the Company, its business and the business environment which is known to the Manthano Vendors at the date of this Notice. Final decisions regarding these matters will only be made by the Manthano Vendors in light of material information and circumstances at the relevant time. Accordingly, the statements set out above are statements of current intention only, which may change as new information becomes available to them or as circumstances change.

(f) any intention of the acquirer to significantly change the financial or dividend distribution policies of the entity

No intention to change.

(g) the interests that any director has in the acquisition or any relevant agreement disclosed under paragraph (d) above

Ashish Katta: 37% Manthano interest.

(h) the following details about any person who is intended to become a director if members approve the acquisition:
name

Nil (Ashish Katta previously appointed director, nominated for election in Resolution 3).

qualifications and relevant professional or commercial experience

Refer to Resolution 3.

any associations that the proposed director has with the acquirer, Vendors or any of their associates

Refer (g) above.

any interest that the proposed director has in the acquisition or any relevant agreement disclosed under paragraph(d) above.

Refer (g) above.

Independent Expert’s Report

The Independent Expert’s Report assesses whether the acquisition of Shares by the Manthano Vendors under the Binding Term Sheet and subsequent Share Purchase Agreement is fair and reasonable to the Shareholders who are not associated with the Manthano Vendors. The Independent Expert’s Report also contains an assessment of the advantages and disadvantages of the proposed acquisition under the Agreement. This assessment is designed to assist Shareholders in reaching their voting decision.

Nexia has prepared the Independent Expert’s Report and has provided an opinion that it believes the proposal as outlined in the Binding Term Sheet is, on balance, fair and reasonable to Shareholders not

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associated with the Manthano Vendors. It is recommended that all Shareholders read the Independent Expert’s Report in full which is enclosed as Annexure G of this Notice.

6.3 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits (including an issue of securities) to related parties of a public company. For a public company to give a financial benefit to a related party of the public company, the public company must:

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

Of the Manthano Vendors, Ashish Katta is a related party of the Company for the purposes of section 228 of the Corporations Act as he is a director of the Company.

The issue of the Consideration Shares to Ashish Katta requires the Company to obtain Shareholder approval because the Consideration Shares constitute giving a financial benefit.

The Company did not seek Shareholder approval under section 208 of the Corporations Act for the execution of the Binding Term Sheet on the basis that it has been negotiated at arm’s length and the terms are reasonable in the circumstances, and therefore falls within the exception in section 210 of the Corporations Act.

As required by section 219 of the Corporations Act, the following information is provided in relation to Resolution 4:

(a) Related parties to whom the financial benefit is given

Ashish Katta (and/or his nominee).

(b) Nature of the financial benefits

Ashish Katta: 93,500,000 Shares.

(c) Valuation of the financial benefits

The Company is issuing the Shares based on a valuation of $0.04 per Share. The value of the benefit of the Shares will depend on the price at which the Shares trade on the ASX from time to time.

(d) Reason for the financial benefit

The Shares are being issued in consideration of the share capital of Manthano held by Ashish Katta pursuant to the Binding Term Sheet and subsequent Share Purchase Agreement.

(e) Current remuneration and security interests

When appointed as director at completion of the proposed transaction, Ashish Katta will receive remuneration of $164,385 per annum plus superannuation.

At completion of the acquisition, Ashish Katta will hold 106,000,000 Shares (including indirect holdings) with a maximum voting power of 23.25%.

(f) Terms of the securities

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The Shares that may be issued to Ashish Katta pursuant to Resolution 4 will rank equally in all respects with existing Shares on issue.

(g) Dilution

If all Shares are issued pursuant to the Resolutions in this Notice and no other Shares are issued by the Company, then the Shares to be issued under Resolution 4, 11, 12, 13 and 14 (before the conversion of options pursuant to Resolutions 8 and 10) would dilute ICT Shareholders to 37.20%.

(h) Opportunity costs to the Company

The Company does not consider that there are any opportunity costs to the Company or benefits foregone by the Company in issuing the Shares to Ashish Katta under Resolution 4.

(i) Intended use of funds

No funds will be raised by the issue of Shares under Resolution 4 as they are being issued in consideration of the share capital of Manthano held by the Manthano Vendors pursuant to the anticipated Share Purchase Agreement.

(j) Directors’ interests

Ashish Katta has a material personal interest in the outcome of Resolution 4.

(k) Other information

Other than as set out in this Explanatory Statement, there is no further information that is known to the Company or any of the Directors which Shareholders would reasonably require in order to decide whether or not it is in the Company’s best interests to pass Resolution 4.

6.4 Listing Rule 10.1

Listing Rule 10.1 provides that, subject to certain exceptions prior approval of shareholders is required for an entity to acquire a substantive asset from or dispose of a substantial asset to a related party, substantial holder, associate or a person whose relationship with the entity is such that in ASX opinion, the transaction should be approved by security holders.

Listing Rule 10.10.2 requires that any notice of meetings under Listing Rule 10.1 must include a voting exclusion statement and a report on the transaction from an independent expert.

Manthano is a company associated with current company director Ashish Katta.

6.5 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. The Manthano Vendors is a related party of the Company as it is likely to control the Company given its 58.05]% voting power upon completion of the Manthano Acquisition. It is the view of the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

Resolution 4 seeks approval for the issue of up to 250,000,000 Consideration Shares to the Manthano Vendors 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 for the issue of these Shares. By approving the issue of the Consideration Shares under Listing Rule 10.11, those Shares 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 4:

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(a) Name of the persons

Ashish Katta.

(b) Maximum number of securities to be issued

Ashish Katta: 93,500,000.

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

Subject to the Corporations Act, it is anticipated that the Shares will be issued and allotted within 5 Business Days after completion of the acquisition. In any event, however, no Shares will be issued to the Ashish Katta (and Manthano Vendors) later than one month after the General Meeting (other than to the extent permitted by any waiver or modification of the Listing Rules).

(d) Relationship

Ashish Katta is a related parties of the Company under section 228 of the Corporations Act as he is a director of the Company.

(e) Issue price of the securities

The issue price for the Shares is $0.04 each.

(f) Terms of the securities

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

(g) Intended use of the funds raised

The Consideration Shares are being issued for nil cash consideration as consideration for the Manthano Acquisition. Accordingly, no funds will be raised from the issue of the Shares.

6.6 Directors’ recommendations

In light of the above, and more specifically that the Directors consider the acquisition of Manthano to be consistent with the Company’s current business model, that the Company has the abilities to integrate Manthano and its subsidiaries into its current operational structure and stimulate growth, the Independent Expert’s report that the transaction is fair and reasonable to non-Manthano related shareholders, and that the acquisition is conditional upon Manthano having an available cash balance of $1 million to the benefit of the Company, all the Directors, except for Ashish Katta (whom is not making a recommendation due to his shareholding in Manthano), recommend that Shareholders vote in favour of Resolution 4.

7 Resolution 5: Ratification of prior issue of Termination Shares to Stuart Manifold

7.1 Background

As announced on 1 February 2017, Mr. Stuart Manifold has ceased to be the Company’s chief executive officer. The Company has agreed to issue 1,200,000 Shares to Mr. Stuart Manifold as part of the termination payment for his consultancy agreement.

7.2 Listing Rule 7.4

Resolution 5 seeks the approval of Shareholders of the prior issues of the Shares that 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.

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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.

Listing Rule 7.1A provides that, in addition to issues permitted without prior shareholder approval under Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under Listing Rule 7.1A may issue or agree to issue during the period the approval is valid a number of equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 months period as adjusted in accordance with the formula in Listing Rule 7.1. Prior issues of securities under Listing Rule 7.1A can be ratified under Listing Rule 7.4 to replenish a company’s additional 10% placement capacity and enable it to issue further securities up to that limit.

Shareholders passed a special Resolution under Listing Rule 7.1A at the Company’s annual general meeting on 30 November 2016 which provides the Company with additional Share placement capacity equal to 10% of its issued capital.

1,200,000 Shares that were issued to Mr. Manifold on 18 May 2017 were issued without shareholder approval under Listing Rule 7.1.

The Company is seeking Shareholder approval under Listing Rule 7.4 to approve the issues of the 1,200,000 Shares issued to Mr. Manifold:

1,200,000 Shares issued under the Company’s 15% share issue capacity; and
no Shares were issued under the Company’s 10% share issue capacity.

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 and Listing Rule 7.1A without the requirement to obtain prior Shareholder approval and that the 1,200,000 Shares will not be included in the Company’s 15% and 10% calculation for the purposes of Listing Rule 7.1 and Listing Rule 7.1A respectively 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:

(a) Number of securities issued

1,200,000 Shares.

(b) Price at which the securities were issued

$0.04 per Share.

(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

Stuart Manifold.

(e) Intended use of the funds raised

The Shares are being issued for nil cash consideration. Accordingly, no funds will be raised from the issue of the Shares.

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7.3 Director’s Recommendations

The Directors recommend that Shareholders vote in favour of Resolution 5.

8 Resolution 6: Ratification of prior issue of Placement Shares

8.1 Background

As announced on 8 February 2017, the Company received commitments from sophisticated and professional investors to raise $1.25 million at $0.04 per Share. The Company completed the placement via the issue and allotment of 18,750,000 Shares on 22 February 2017 and 12,500,000 Shares on 18 May 2017, a total of 31,250,000 Shares ( Placement Shares ). The Company is seeking approval from Shareholders in this Resolution 6 under Listing Rule 7.4 to approve the issue of 15,711,512 Shares out of the Placement Shares under the Company’s 15% share issue capacity (Listing Rule 7.1).

8.2 Listing Rule 7.4

Resolution 6 seeks the approval of Shareholders of the prior issues of the Placement Shares that 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.

The Company is seeking Shareholder approval under Listing Rule 7.4 to approve the issue of 15,711,512 Shares issued under the Company’s 15% share issue capacity

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:

(a) Number of securities issued

15,711,512 Shares.

(b) Price at which the securities were issued

The Shares were issued at $0.04 each.

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

Exempted Investors.

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(e) Intended use of the funds raised

The funds raised are to be used for working capital purposes.

8.3 Director’s Recommendations

The Directors recommend that Shareholders vote in favour of Resolution 6.

9 Resolution 7: Approval of 10% Placement Facility

9.1 Background

Resolution 7 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 7 is a special resolution, at least 75% of the votes cast on Resolution 7 must be cast in favour of the Resolution in order for it to be passed. The Company is seeking approval from Shareholders in this Resolution 7 under Listing Rule 7.1A to issue an additional 10% of the issued capital of the Company for the placement of 15,538,488 Shares out of the Placement Shares.

9.2 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, which is the subject of Resolution 6. 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:
(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.

is 10%.

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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 ).

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 7:

(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 immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(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 7 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.

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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 $ [0.039 ]	Current Market Price $[0.078]	100% increase in Market Price $[0.156]
Current Variable ‘A’ 157,377,038	10% Voting Dilution	15,737,704 Shares	15,737,704 Shares	15,737,704 Shares
	Funds raised	$613,770	$1,227,541	$2,455,082
50% increase in current Variable ‘A’ 236,065,557	10% Voting Dilution	23,606,556 Shares	23,606,556 Shares	23,606,556 Shares
	Funds raised	$920,6556	$1,841,311	$3,682,623
100% increase in current Variable ‘A’ 314,754,076	10% Voting Dilution	31,475,408 Shares	31,475,408 Shares	31,475,408 Shares
	Funds raised	$1,227,541	$2,455,082	$4,910,164

Notes:

Assumes the Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
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%.
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.
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.
The issue of Equity Securities under the 10% Placement Facility consists only of Shares.
The market price used is $0.078, being the closing price of Shares on 11 December 2017.

(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 7 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

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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).

On 22 February 2017 the Company placed 11,763,488 Shares to sophisticated investors and on 18 May 2017 the Company placed a further 3,775,000 Shares to sophisticated investors under its 10% Placement Facility.

(f)

Details of previous issues of securities

The Shareholders passed a Special Resolution under Listing Rule 7.1A at the Company’s annual general meeting on 30 November 2016. In accordance with Listing Rule 7.3A.6, during the 12 months preceding the date of the Annual General Meeting, the Company has issued 31,250,000 Shares, representing approximately 19% 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:

Placement
Date of issue	22 February 2017
Number issued	6,986,512 Shares.

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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	Exempted investors
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	($279,460)
Amount of cash spent	Not applicable
Use of cash	Not applicable
Intended use of remaining cash	Not applicable

Placement

Placement	Placement
Date of issue	18 May 2017
Number issued	11,763,488 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	Exempted investors
Issue price	$0.04
Discount to market price	A premium of $0.014 per Shares (the market price on the relevant date was $0.026).
Total cash consideration	($470,540)
Amount of cash spent	Not applicable
Use of cash	Not applicable
Intended use of remaining cash	Not applicable

Placement

Date of issue 18 May 2017

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Number issued	3,775,000 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	Exempted investors
Issue price	$0.04
Discount to market price	A premium of $0.014 per Shares (the market price on the relevant date was $0.026).
Total cash consideration	($151,000)
Amount of cash spent	Not applicable
Use of cash	Not applicable
Intended use of remaining cash	Not applicable

Acquisition of Sero Learning Pty Ltd	Acquisition of Sero Learning Pty Ltd
Date of issue	18 May 2017
Number issued	8,725,000 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	Exempted investors
Issue price	$0.04
Discount to market price	A premium of $0.014 per Shares (the market price on the relevant date was $0.026).
Total cash consideration	$349,000
Amount of cash spent	Not applicable
Use of cash	Not applicable
Intended use of remaining cash	Not applicable

9.3 Directors’ recommendations

The Directors recommend that Shareholders vote in favour of Resolution 7.

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10 Resolution 8 Issue of Options to Harry Hatch

10.1 Background

Harry Hatch has agreed to roll-over his convertible loan into the HH Convertible Loan. The material terms of the HH Convertible Loan is attached in Annexure A. In consideration for the agreement to roll-over his convertible loan into the HH Convertible Loan, the Company agreed to issue 10,000,000 unlisted options exercisable at $0.04 and expiring two years after the date of issue. The terms and conditions of the unlisted options are attached and contained in Annexure E.

Resolution 8 seeks Shareholder approval for the issue of 10,000,000 unlisted Options to Harry Hatch (and/or his nominees) as consideration for the HH Convertible Loan.

Listing Rule 7.1

Listing Rule 7.1 provides that, subject to certain exceptions, prior approval of shareholders is required for an issue of securities by a company if those securities, when aggregated with the securities issued by the company without approval and which were not subject to an exception during the previous 12 months, exceed 15% of the number of shares on issue at the commencement of that 12 month period.

Listing Rule 7.1 provides that where a company approves an issue of securities, the company’s 15% capacity will be replenished and the company will be able to issue further securities up to that limit.

Resolution 8 seeks approval for the issue of 10,000,000 unlisted Options to Harry Hatch (and/or his nominees) for the purpose of satisfying the requirements of Listing Rule 7.1. If Resolution 8 is approved, the Options and the Shares issued upon any exercise of the Options will not affect the capacity of the Company to issue securities in the next 12 months under Listing Rule 7.1 as those securities, once issued, will be excluded from the calculations under Listing Rule 7.1.

For the purposes of Listing Rule 7.3, the following information is provided to Shareholders in relation to Resolution 8:

(a) Maximum number of securities the entity is to issue

10,000,000 unlisted Options.

(b)

Date by which the entity will issue the securities

Subject to the Corporations Act, it is anticipated that the Options will be issued to Harry Hatch (and/or his nominees) within 7 days of the General Meeting. In any event, however, no Options will be issued to Harry Hatch (and/or his nominees) later than 3 months after the Meeting (other than to the extent permitted by any waiver or modification of the Listing Rules). It is intended that issue will occur on the same date.

Nil.

(d) Names of the persons to whom the entity will issue the securities (if known) or basis upon which those persons will be identified or selected

Harry Hatch (and/or his nominees).

(e) Terms of the securities

Each Option will have an exercise price of $0.04 and an expiry date of two years from the date of issue, and will otherwise be issued on the terms set out in Annexure C. Shares issued upon any exercise of the Options will rank equally in all respects with existing Shares on issue at the time.

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(a) Intended use of the funds raised

No funds will be raised by the issue of the Options. The Options are issued as consideration for the corporate advisory services provided by Harry Hatch to the Company and as a roll-over fee of the HH Convertible Loan.

The proceeds from any future exercise of the Options are intended to be applied towards meeting working capital requirements of the Company relevant at, or about, the time of the exercise of the Options at the discretion of the Board.

10.2 Directors’ recommendations

The Directors recommend that Shareholders vote in favour of Resolution 8.

11 Resolution 9: Issue of Options to 5G Capital

11.1 Background

On 12 October 2017, 5G Capital entered into a loan agreement with the Company. The material terms of the loan agreement is contained in Annexure B. In consideration for the agreement to lend, the Company agreed to issue 5,000,000 unlisted Options to 5G Capital exercisable at $0.08 and expiring two years after the date of issue. The terms and conditions of the unlisted options are attached and contained in Annexure E.

Resolution 9 seeks Shareholder approval for the issue of 5,000,000 unlisted Options to 5G Capital as consideration for the 5G Capital loan.

Listing Rule 7.1

Resolution 9 seeks approval for the issue of 5,000,000 unlisted Options to 5G Capital for the purpose of satisfying the requirements of Listing Rule 7.1. If Resolution 9 is approved, the Options and the Shares issued upon any exercise of the Options will not affect the capacity of the Company to issue securities in the next 12 months under Listing Rule 7.1 as those securities, once issued, will be excluded from the calculations under Listing Rule 7.1.

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

(a) Maximum number of securities the entity is to issue

5,000,000 unlisted Options.

(b)

Date by which the entity will issue the securities

Subject to the Corporations Act, it is anticipated that the Options will be issued to 5G Capital (within 7 days of the General Meeting. In any event, however, no Options will be issued to 5G Capital later than 3 months after the Meeting (other than to the extent permitted by any waiver or modification of the Listing Rules). It is intended that issue will occur on the same date.

(c) Issue price of the securities

Nil.

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(d) Names of the persons to whom the entity will issue the securities (if known) or basis upon which those persons will be identified or selected

5G Capital.

(e) Terms of the securities

Each Option will have an exercise price of $0.08 and an expiry date of two years from the date of issue, and will otherwise be issued on the terms set out in Annexure E. Shares issued upon any exercise of the Options will rank equally in all respects with existing Shares on issue at the time.

(f) Intended use of the funds raised

No funds will be raised by the issue of the Options. The Options are issued as consideration for the loan facilities provided by 5G Capital to the Company.

11.2 Directors’ recommendations

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

12 Resolution 10: Issue of Options to PG Binet

12.1 Background

On 28 July 2017, PG Binet entered into a loan agreement with the Company. The material terms of the loan agreement is contained in Annexure C. In consideration for the agreement to lend, the Company agreed to issue 5,000,000 unlisted Options to PG Binet exercisable at $0.04 and expiring two years after the date of issue. The terms and conditions of the unlisted options are attached and contained in Annexure E.

Resolution 10 seeks Shareholder approval for the issue of 5,000,000 unlisted Options to PG Binet as consideration for the PG Binet loan.

Listing Rule 7.1

Resolution 10 seeks approval for the issue of 5,000,000 unlisted Options to PG Binet for the purpose of satisfying the requirements of Listing Rule 7.1. If Resolution 10 is approved, the Options and the Shares issued upon any exercise of the Options will not affect the capacity of the Company to issue securities in the next 12 months under Listing Rule 7.1 as those securities, once issued, will be excluded from the calculations under Listing Rule 7.1.

For the purposes of Listing Rule 7.3, the following information is provided to Shareholders in relation to Resolution 10:

(a) Maximum number of securities the entity is to issue

5,000,000 unlisted Options.

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

Subject to the Corporations Act, it is anticipated that the Options will be issued to PG Binet (within 7 days of the General Meeting. In any event, however, no Options will be issued to PG Binet later than 3 months after the Meeting (other than to the extent permitted by any waiver or modification of the Listing Rules). It is intended that issue will occur on the same date.

(c) Issue price of the securities

Nil.

(d) Names of the persons to whom the entity will issue the securities (if known) or basis upon which those persons will be identified or selected

PG Binet.

(e) Terms of the securities

Each Option will have an exercise price of $0.04 and an expiry date of two years from the date of issue, and will otherwise be issued on the terms set out in Annexure E. Shares issued upon any exercise of the Options will rank equally in all respects with existing Shares on issue at the time.

(f) Intended use of the funds raised

No funds will be raised by the issue of the Options. The Options are issued as consideration for the loan facilities provided by PG Binet to the Company.

12.2 Directors’ recommendations

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

13 Resolution 11: Issue of Shares to Jim Caffieri

13.1 Background

On or about 20 April 2016, the Company entered into a convertible loan agreement with Mr Jim Caffieri as trustee for the Caffieri Family Trust pursuant to which a convertible note was issued which was repayable on 24 April 2017 (terms contained in Annexure D). The repayment terms were agreed to be varied to extend the repayment date until 15 July 2017. The Company agreed to issue 250,000 Shares to Jim Caffieri (and/or his nominees) as consideration for extending the repayment date

Resolution 11 seeks Shareholder approval for the issue of 250,000 Shares to Jim Caffieri (and/or his nominees) as consideration for extending the repayment date of the Caffieri Convertible Loan.

13.2 Listing Rule 7.1

Resolution 11 seeks approval for the issue of 250,000 Shares to Jim Caffieri (and/or his nominees) for the purpose of satisfying the requirements of Listing Rule 7.1. If Resolution 11 is approved, the Shares will not

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affect the capacity of the Company to issue securities in the next 12 months under Listing Rule 7.1 as those securities, once issued, will be excluded from the calculations under Listing Rule 7.1.

For the purposes of Listing Rule 7.3, the following information is provided to Shareholders in relation to Resolution 11:

(a) Maximum number of securities the entity is to issue

250,000 Shares.

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

Subject to the Corporations Act, it is anticipated that the Shares will be issued to Jim Caffieri (and/or his nominees) within 7 days of the General Meeting. In any event, however, no Shares will be issued to Jim Caffieri (and/or his nominees) later than 3 months after the Meeting (other than to the extent permitted by any waiver or modification of the Listing Rules). It is intended that issue will occur on the same date.

Deemed at $0.04 per Share.

(d) Names of the persons to whom the entity will issue the securities (if known) or basis upon which those persons will be identified or selected

Jim Caffieri (and/or his nominees).

(e) Terms of the securities

The Shares issued will rank equally in all respects with existing Shares on issue at the time.

(f) Intended use of the funds raised

No funds will be raised by the issue of the Shares. The Shares are issued as consideration for extending the convertible note repayment date.

13.3 Directors’ recommendations

The Directors recommend that Shareholders vote in favour of Resolution 11.

14 Resolution 12: Issue of Director Shares in lieu of Director Fees to Simon Tolhurst

14.1 Background

The main purpose of the issue of the Shares to the Related Party is to provide cost effective consideration to the Related Party for his contribution to the Company as a Director while conserving its cash reserves. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shares upon the terms proposed.

14.2 Chapter 2E of the Corporations Act and Listing Rule 10.11

For a public company to give a financial benefit to a related party (such as a director) 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.

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The issue of Shares to the Director Simon Tolhurst requires the Company to obtain Shareholder approval because the grant of the Shares to the Director constitutes giving a financial benefit and as a Director, Simon Tolhurst is a Related Party of the Company. It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 may not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Shares to the Related Party.

In accordance with Section 217 to 227 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided to Shareholders to allow them to assess the proposed issue of Shares to Simon Tolhurst.

(a) The related party to whom the financial benefit will be given

Simon Tolhurst.

(b) The nature of the financial benefits

$36,000 worth of fully paid ordinary Shares to Simon Tolhurst (or his nominee).

(c) Director’s recommendation and reason

Simon Tolhurst declines to make a recommendation to Shareholders in relation to this Resolution due to his material personal interest in the outcome of the Resolution. The remaining Directors recommend that Shareholders vote in favour of the Resolution to maintain Company cash reserves.

(d) Director ‘s interest in the outcome of the Resolution

Excepting for Simon Tolhurst, the remaining Directors do not have a material personal interest in the outcome of this Resolution.

(e) Value attributed to the proposed issue of Shares

900,000 Shares at $0.04 per Share.

(f) Disclosure of a relevant director’s total remuneration package

Simon Tolhurst’s total remuneration package amounts to $36,000 per annum.

(g) Related Party’s existing interest in the Company

Simon Tolhurst is not currently a Shareholder of the Company.

(h) Dilution effect of the issue on existing members’ interests

As at 14 November 2017, the date of preparation of this Notice of Meeting and Explanatory Statement, the Company’s issued share capital stands at shares. If approval is given by Shareholders for the issue of shares to be granted in accordance with this Resolution then the following would apply.

Issue Price	Shares	Percentage of Issued Capital
$0.04	900,000	0.46%

Neither the Company nor the Directors are aware of any undisclosed information that would be reasonably required by Shareholders to make a decision in relation to the potential financial benefits contemplated by the Resolution.

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

Subject to the Corporations Act, it is anticipated that the Shares will be issued and allotted within 7 days of the General Meeting. In any event, however, no Shares will be issued to Simon Tolhurst (and/or their nominees) later than one month after the General Meeting (other than to the extent permitted by any waiver or modification of the Listing Rules).

(j) Issue price of the securities

The Shares will be issued for nil cash consideration.

(k) Terms of the securities and voluntary escrow

The Shares issued are fully paid ordinary shares and rank equally in all respects with other Shares on issue. The Shares issued following this Resolution will be held in voluntary escrow and released by the company to Simon Tolhurst quarterly in arrear subject to Simon Tolhurst fulfilling his duties as Director of the Company.

(l) Intended use of the funds raised

No funds will be raised from the issue of the Shares.

14.3 Directors’ recommendations

The Directors unanimously recommend that Shareholders vote in favour of Resolution 12.

15 Resolution 13: Approval of the issue of Shares to David Leigh-Ewers and Anne Leigh-Ewers

15.1 Background

The Company acquired 100% issued capital of Celtic Training and Consultancy Pty Ltd ( Celtic ) in 2016. Under the terms of the share sale agreement, the Vendors will be entitled to a payment of $775,000 consisting of $600,000 in cash and $175,000 in Shares ( First Deferred Consideration ) upon Celtic achieving an EBITDA in excess of $600,000 in financial year 2016 and a further payment up to $725,000 ($550,000 in cash and $175,000 in Shares) upon Celtic achieving an EBITDA in excess of $500,000 for the 2017 half financial year, pro-rated.

Celtic did not achieve the EBITDA for the First Deferred Consideration, however, the Board considered that despite the fact that the Vendors was not entitled to receive the First Deferred Consideration, the Board of the Company considered the potential growth of Celtic and has agreed to subject to shareholder approval to issue to the Vendors (or its nominees) 5,000,000 shares in the Company at $0.04 per share. Accordingly, the Board proposes that, subject to obtaining Shareholder approval, to allot and issue a total of 5,000,000 Shares to David Leigh-Ewers and Anne Leigh-Ewers for no cash consideration.

Resolution 13 seeks Shareholder approval for the grant and issue of a total of 5,000,000 Shares to David Leigh-Ewers and Anne Leigh-Ewers (and/or their nominees).

15.2 Chapter 2E of the Corporations Act

For a public company to give a financial benefit to a related party (such as a director) 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.

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The issue of Shares to David Leigh-Ewers and Anne Leigh-Ewers requires the Company to obtain Shareholder approval because the issue of Shares constitutes giving a financial benefit and David Leigh-Ewers is a director of Celtic, and Anne Leigh-Ewers being Mr. Leigh-Ewers’ spouse, are related parties of the Company.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act do not apply in the current circumstances.

In accordance with Section 219 of the Corporations Act, the following information is provided to Shareholders to allow them to assess the proposed issue of Shares to David Leigh-Ewers and Anne Leigh-Ewers.

(a) The related party to whom the financial benefit will be given

David Leigh-Ewers and Anne Leigh-Ewers.

(b) The nature of the financial benefits
5,000,000 Shares.

(c) Director’s recommendation and reason

The Directors recommend that Shareholders vote in favour of Resolution 13.

(d) Director ‘s interest in the outcome of the Resolution

The Directors do not have a material personal interest in the outcome of Resolutions 13.

(e) Value attributed to the proposed issue of Shares

$195,000 (being $0.039 per Share for up to 5,000,000 Shares calculated at a VWAP of the Shares for the 21 days preceding issue 15 November 2017 – average value assumed). The value attributed to the issue of Shares under the agreement to acquire Celtic was $200,000 (5,000,000 Shares at $0.04 per Share)

(f) Disclosure of a relevant director’s total remuneration package

Neither of David Leigh-Ewers and Anne Leigh-Ewers is a Director.

(g) Related Party’s existing interest in the Company

David Leigh-Ewers and Anne Leigh-Ewers jointly held 3,786,226 Shares and 16,250 Listed Options ( ICTO ).

(h) Dilution effect if the transaction on existing members’ interests

The share capital of the Company consists of fully paid ordinary shares, listed and unlisted Options and convertible notes. If the 5,000,000 Shares are issued to David Leigh-Ewers and Anne Leigh-Ewers as proposed in Resolution 13, the existing members’ interests will be diluted by 2.48% based on the number of securities on issue as at the date of this Notice.

The Company’s shares have a 12 month price range of a high of $0.055 and a low of $0.008 with the last sale price being $0.039 on 19 October 2017.

Except as stated in this Explanatory Statement the Directors do not consider that, from an economic and commercial point of view, there are any costs or detriments, including opportunity costs or taxation consequences, for the Company or benefits foregone by issuing the 5,000,000 Shares pursuant to Resolution 9, to David Leigh-Ewers and Anne Leigh-Ewers or their nominee upon the terms proposed, except as otherwise disclosed in this Explanatory Statement.

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15.3 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 party of the company. David Leigh-Ewers is a director of Celtic, and Anne Leigh-Ewers is Mr Leigh-Ewers’ spouse, and therefore each of them is a related party of the Company

Resolution 13 seeks approval for the issue of 5,000,000 Shares to David Leigh-Ewers and Anne Leigh-Ewers (and/or their 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 Shares under Listing Rule 10.11, the 5,000,000 Shares 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.

(a) Name of the persons

David Leigh-Ewers and Anne Leigh-Ewers and/or their nominees.

(b) Maximum number of securities to be issued

5,000,000 Shares.

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

Subject to the Corporations Act, it is anticipated that the Shares will be issued and allotted within 7 days of the General Meeting. In any event, however, no Shares will be issued to David Leigh-Ewers and Anne Leigh-Ewers (and/or their nominees) later than one months after the General Meeting (other than to the extent permitted by any waiver or modification of the Listing Rules).

(d) Relationship

David Leigh-Ewers is a director of Celtic and Anne Leigh-Ewers is Mr Leigh-Ewers’ spouse.

(e) Issue price of the securities

The Shares will be issued for nil cash consideration.

(f) Terms of the securities

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

(g) Intended use of the funds raised

No funds will be raised from the issue of the Shares.

15.4 Directors’ recommendations

The Directors recommend that Shareholders vote in favour of Resolution 13.

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16 Resolution 14: Issue of Shares to Stuart Usher (Senior Management Team Member)

16.1 Background

The Board proposed, subject to obtaining Shareholder approval, to allot and issue a total of 3,000,000 Shares to the senior management team member (and/or his nominee) Stuart Usher (Chief Financial Officer and Company Secretary of the Company) for no cash consideration.

Resolution 14 seeks Shareholder approval for the grant and issue of a total of 3,000,000 Shares to Stuart Usher (and/or his nominee).

16.2 Listing Rule 7.1

Resolution 14 seeks approval for the issue of 3,000,000 Shares for the purpose of satisfying the requirements of Listing Rule 7.1. If Resolution 14 is approved, the Shares issued will not affect the capacity of the Company to issue securities in the next 12 months under Listing Rule 7.1 as those securities, once issued, will be excluded from the calculations under Listing Rule 7.1.

For the purposes of Listing Rule 7.3, the following information is provided to Shareholders:

(a) Maximum number of securities the entity is to issue

3,000,000 Shares to Stuart Usher

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

It is anticipated that the Shares will be issued to Stuart Usher (and/or his nominee) within 7 days of the General Meeting. In any event, however, no Shares will be issued to Stuart Usher later than 3 months after the Meeting (other than to the extent permitted by any waiver or modification of the Listing Rules).

(c) Issue price of the securities

Nil.

(d) Names of the persons to whom the entity will issue the securities (if known) or basis upon which those persons will be identified or selected

Stuart Usher (and/or his nominees).

(e)

Terms of the securities

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

(f) Intended use of the funds raised

No funds will be raised from the issue of the Shares, which are being issued as an incentive to the senior management team for their ongoing commitment and dedication to the Company.

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12.3 Directors’ recommendations

The Directors recommend that Shareholders vote in favour of Resolution 14.

17 Resolution 15: Adoption of Employee Performance Rights Plan

Resolution 15 seeks Shareholder approval to adopt an employee performance rights plan ( Performance Rights Plan ).

A summary of ASX Listing Rule 7.1 is set out in Section 15.2. ASX Listing Rule 7.2 (exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

If Resolution 15 is passed, the Company will be able to issue Performance Rights under the Performance Rights Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

No Performance Rights have previously been issued under any performance rights plan.

The objective of the Performance Rights Plan is to attract, motivate and retain key employees. The Board considers that the adoption of the Performance Rights Plan and the future issue of Performance Rights under the plan will provide selected employees with the opportunity to participate in the future growth of the Company and gives the directors flexibility in utilising the Performance Rights Plan for this purpose.

A summary of the terms and conditions of the Performance Rights Plans is set out in Annexure F. In addition, copies of the Performance Rights Plans are available for review by Shareholders at the registered office of the Company until the date of the Meeting. Shareholders are invited to contact the Company if they have any queries or concerns.

Any future issues of Performance Rights under the Performance Rights Plan to a related party, or a person whose relation with the Company or a related party is, in ASX’s opinion, such that approval should be obtained, will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

18 Resolution 16: Re-election of Phil Re as a Director

Clause 13.2 of the Constitution provides that one-third of the Directors, or, if their number is not a multiple of 3, then the number nearest one-third, shall retire from office at each annual general meeting, provided always that no Director (except a Managing Director which under the current board structure is equivalent to an Executive Chairman’s position) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is longer, without submitting himself for reelection. A retiring Director is eligible for re-election.

Mr. Re will retire in accordance with clause 13.2 of the Constitution and ASX Listing Rule 14.4 and being eligible, seeks re-election from Shareholders. Details regarding Mr. Re are set out in the company’s 2015 Annual Report.

Directors’ recommendations

The Board (other than Mr. Re, who declines to make a recommendation due to his material personal interest in the outcome of Resolution 16) recommend that Shareholders vote in favour of Resolution 16.

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DEFINITIONS

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

5G Capital means 5G Capital Investments Pty Ltd (ACN 002 738 785).

5G Capital Agreement means the binding term sheet executed between 5G Capital and the Company which sets the terms by which 5G Capital agrees to make available a $150,000 loan facility to the Company.

Annexure an annexure to this Explanatory Statement.

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.

Binding Term Sheet the binding term sheet set out in section 4.1 of the Explanatory Statement.

Board means the board of Directors.

Business Day means any day other than a Saturday, a Sunday or a public holiday in Perth, Western Australia.

Caffieri Convertible Loan means a convertible loan facility entered into between the Caffieri Family Trust and the Company on the terms summarised in Annexure B.

Capital College means Capital College Student Services Pty Ltd (ACN 606 797 611).

Celtic means Celtic Training and Consultancy Pty Ltd (ACN 107 991 962).

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.

Consideration Shares means 250,000,000 Shares issued pursuant to the Binding Term Sheet.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Director Fees means the annual fees charged by a Director in terms of an appointment.

Director Share means the Shares issued to the Director in lieu of Director Fees.

EBITDA means earnings before interest, income tax, depreciation and amortisation.

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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.

First Deferred Consideration means the part consideration of the acquisition of Celtic set out in section 11 of the Explanatory Statement.

General Meeting or Meeting means the general meeting of Shareholders to be held on 12 January 2018, at 1pm (WST).

HH Convertible Loan means a convertible loan facility entered into between Harry Hatch and the Company on the terms summarised in Annexure A.

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).

Listing Rules means the official Listing Rules of ASX.

Manthano means Manthano Ltd (ACN 619 360 468) and reference to subsidiaries of Manthano includes reference to its wholly owned subsidiaries Brisbane Career College Pty Ltd trading as SERO Institute (ACN 143 846 093), Sero Marketing Pty Ltd (ACN 169 913 071), and Capital Training Institute Pty Ltd (ACN 121 288 088).

Manthano Vendors mean Ashish Katta, Prashant Patel, Stuart Manifold, George Addison, John Gasson and other shareholders.

Nexia and Independent Expert means Nexia Perth Corporate Finance Pty Ltd (ABN 84 009 342 661).

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

Option means an option to acquire a Share.

PG Binet means PG Binet Pty Ltd (ACN 000 507 719).

PG Binet Agreement means the binding term sheet executed between PG Binet and the Company which sets the terms by which PG Binet agrees to make available a $150,000 loan facility to the Company.

Placement Shares means a Share issued pursuant to the placement set out in section 7 of the Explanatory Statement.

Proxy Form means the proxy form attached to this Notice.

Relevant Interest has the meaning given to the term “relevant interest” in sections 608 and 609 of the Corporations Act.

Resolution means a Resolution contained in the Notice.

Second Deferred Consideration means the part consideration of the acquisition of Celtic set out in section 11 of the Explanatory Statement.

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.

VWAP means volume weighted average market price.

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

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ANNEXURE A – MATERIAL TERMS OF THE HH CONVERTIBLE LOAN

Term	Term	Provision
1.	Lender	Harry Hatch
2.	Borrower	iCollege Limited
3.	Principal amount	$500,000
4.	Purpose	Short term working capital
5.	Interest	Interest Rate = 12% per annum. Interest is payable quarterly in arrears on the principal amount, with the first interest payment due on 31 March 2017 and each subsequent interest payment due on the first day of each 3 month period thereafter. Early repayment of any amounts outstanding will not affect the interest amounts set out above.
7.	Repayment Date	20 June 2017 (unless terminated earlier or extended by agreement).
8.	Conversion Notice	The Lender has the option to request repayment in full (including any interest accrued) on the Repayment Date either in cash or in Shares, subject to agreement by the Company and Shareholder approval and in full compliance with ASX Listing Rules.
10.	Conversion Price	$0.04 per Share
11.	Assignment	None of the parties may assign any of the rights or obligations without the prior written consent of the other party.
12.	Standard provisions	Standard representations and warranties, covenants, events of default and indemnity in favour of the Lender for an agreement of this type were agreed.

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ANNEXURE B – MATERIAL TERMS OF THE 5G CAPITAL LOAN AGREEMENT

Term	Term	Provision
1.	Lender	5G Capital
2.	Borrower	iCollege Limited
3.	Principal amount	$150,000
4.	Purpose	Short term working capital to fund costs of Manthano acquisition
5.	Interest	Interest Rate = 12% per annum. Interest and capital is due 90 days from drawdown, with early settlement not affecting interest due
7.	Repayment Date	90 days from date of drawdown of loan (unless extended by agreement).
8.	Issue of unlisted options	The Borrower (Company) must issue to the Lender (5G Capital) 5,000,000 unlisted options in the Company convertible at $0.08 and expiring 2 years from the date of issue by the Company. The Company will seek Shareholder approval in full compliance with ASX Listing Rules for issue of the unlisted options
10.	Conversion Price	$0.08 per Share
11.	Assignment	None of the parties may assign any of the rights or obligations without the prior written consent of the other party.
12.	Standard provisions	Standard representations and warranties, covenants, events of default and indemnity in favour of the Lender for an agreement of this type were agreed.

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ANNEXURE C – MATERIAL TERMS OF THE PG BINET LOAN AGREEMENT

Term	Term	Provision
1.	Lender	PG Binet
2.	Borrower	iCollege Limited
3.	Principal amount	$150,000
4.	Purpose	To pay-out an existing convertible loan agreement of $150,000
5.	Interest	Interest Rate = 12% on capital
7.	Repayment Date	90 days from date of drawdown of loan (unless extended by agreement), subject to the Lender’s (PG Binet) option to request repayment in full from Borrower (Company) by conversion of debt into ordinary fully paid Shares calculated at a VWAP based on the 90 day loan term period and subject to Board and Shareholder approval in accordance with the ASX listing Rules
8.	Issue of unlisted options	The Borrower (Company) must issue to the Lender (5G Capital) 5,000,000 unlisted options in the Company convertible at $0.04 and expiring 2 years from the date of issue by the Company. The Company will seek Shareholder approval in full compliance with ASX Listing Rules for issue of the unlisted options
10.	Conversion Price	$0.04 per Share
11.	Assignment	None of the parties may assign any of the rights or obligations without the prior written consent of the other party.
12.	Standard provisions	Standard representations and warranties, covenants, events of default and indemnity in favour of the Lender for an agreement of this type were agreed.

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ANNEXURE D – MATERIAL TERMS OF THE CAFFIERI CONVERTIBLE LOAN

Term		Provision
1.	Lender	Jim Caffieri as trustee for the Caffieri Family Trust
2.	Borrower	iCollege Limited
3.	Principal amount	$150,000
4.	Purpose	Short term working capital
5.	Interest	$18,000 payable on the Repayment Date.
7.	Repayment Date	90 days from the date the loan is advanced to the borrower (unless extended by agreement).
8.	Conversion Notice	The Lender has the option to request repayment in full (including any interest accrued) on the Repayment Date either in cash or in Shares, subject to agreement by the Company and Shareholder approval and in full compliance with ASX Listing Rules.
10.	Conversion Price	VWAP for Shares which is calculated over the last 90 trading days before the conversion date.
11.	Assignment	None of the parties may assign any of the rights or obligations without the prior written consent of the other party.
12.	Standard provisions	Standard representations and warranties, covenants, events of default and indemnity in favour of the Lender for an agreement of this type were agreed.

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ANNEXURE E – TERMS AND CONDITIONS OF THE UNLISTED OPTIONS

Terms of the unlisted Options the subject of Resolutions 8 to 10 (inclusive) 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 $0.04 under HH Convertible Loan and PG Binet Agreement, and $0.08 under the 5G Capital Agreement respectively (collectively the Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is two years after the issue of the Option (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

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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.

(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 not transferable within the first 12 months after the date of issue.

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– ANNEXURE F SUMMARY OF PERFORMANCE RIGHTS PLAN

The following is a summary of the key terms and conditions of the Performance Rights Plan to be adopted by Shareholders under Resolution 14:

(a) Eligible Participants : Participants eligible to participate in the Performance Rights Plan include executive Directors, and full-time or part-time senior employees of the Company, or any of its subsidiaries, who are declared by the Board as eligible to receive grants of Performance Rights under the Performance Rights Plan ( Eligible Participants ).
(b) Offer : The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant to apply for up to a specified number of Performance Rights, upon the terms set out in the Performance Rights Plan and upon such additional terms and conditions as the Board determines ( Offer ).
(c) No Consideration : Performance Rights granted under the Performance Rights Plan will be issued for nil cash consideration.
(d) Rights : each Performance Right issued under the Performance Rights Plan is a right to be issued with or transferred a Share, free of encumbrances.
(e) Expiry Date : means the date on which a Performance Right lapses (if it has not already lapsed in accordance with the Performance Rights Plan) as specified in the offer made to the participant.
(f) Vesting Conditions : the Board will determine the vesting conditions that must be satisfied by a participant before the Performance Right vests in the holder.
(g) Vesting : a Performance Right will vest where the vesting conditions are satisfied or waived by the Board.
(h) Exercise of Performance Right : A participant may exercise a Performance Right that is entitled to be exercised by lodging with the Company a notice of exercise of the Performance Right and the certificate for the Performance Right.
(i) Waiver of Vesting Conditions : The Board may resolve to waive any of the vesting conditions applying to Performance Rights where:
(i) a participant dies or has total and permanent disability;
(ii) a participant ceases to be employed by the Company or act as a Director;
(iii) a participant suffers severe financial hardship;
(iv) the terminal illness of the participant or of an immediate family member of the participant; or
(v) a change of control occurring or the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.
(vi) a court approves under Section 411(4)(b) of the Corporations Act a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or
(vii) the Company passes a resolution for voluntary winding up or an order is made for the compulsory winding up of the Company.
(j) Lapse of Performance Rights : A Performance Right will lapse upon the earlier to occur of:
(i) an unauthorised dealing in, or hedging of, the Performance Rights occurring;
(ii) a failure to meet the Vesting Conditions;

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(iii) the Expiry Date;
(iv) the participant ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Performance Right;
(v) the participant ceasing to be an Eligible Participant;
(vi) the Company undergoes a change in control or a winding up resolution or order is made, and the Board does not exercise its discretion to vest the Performance Right;
(vii) a determination of the Board that the Performance Right is to lapse due to fraud or dishonesty; or
(viii) the day before the end of the 7 year anniversary of the date of grant of the Performance Rights.
(k) Restrictions on Dealings and Hedging : A Performance Right granted under the Performance Rights Plan is only transferable, assignable or able to be otherwise disposed or encumbered with the consent of the Board, or by force of law upon death or bankruptcy of the Eligible Participant (or their nominee). An Eligible Participant must not enter into any arrangement for the purpose of hedging, or otherwise affecting their economic exposure, to their Performance Rights. The Performance Rights will immediately lapse if the Eligible Participant breaches this rule.
(l) Share Restriction Period : Any Share acquired by a Eligible Participant (or their nominee) on the exercise of a Performance Right must not be disposed of, or dealt with in any way until the earlier of:
(i) the Eligible Participant ceasing to be an Eligible Participant;
(ii) the Board approving the release of the restriction in relation to those Shares due to the Participant suffering severe financial hardship;
(iii) there is a change in control of the Company, or the Company passes a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company; or
(iv) the seven year anniversary of the date of grant of the Performance Right ( Restriction Period ).
(m) Quotation : The Company will not apply for quotation of the Performance Rights. If Shares of the same class as those issued under the Performance Rights Plan are listed on the ASX the Company will apply to the ASX within a reasonable time after they are issued for those Shares to be listed.
(n) Participation Rights : Other than adjustments for bonus issues and reorganisation of the issued capital of the Company, participants are not entitled to participate in any new issue of securities of the Company as a result of their holding Performance Rights during the currency of any Performance Rights and prior to vesting. In addition, participants are not entitled to vote nor receive dividends as a result of their holding Performance Rights.

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ANNEXURE G – INDEPENDENT EXPERTS REPORT

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iCollege Limited ACN 105 012 066 PROXY FORM

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

or failing the person so named or, if no person is named, the Chair of the 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 General Meeting to be held at 1pm (WST) on 12 January 2018, 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 General Meeting	For	Against Abstain	Against Abstain	Against Abstain	Against Abstain	Against Abstain
Resolution 1	Approval of Remuneration Report
Resolution 2	Election of Simon Tolhurst as Director
Resolution 3	Election of Ashish Katta as Director
Resolution 4	Acquisition of Manthano
Resolution 5	Ratification of prior issue of Termination Shares to Stuart Manifold
Resolution 6	Ratification of prior issue of Placement Shares
Resolution 7	Approval of 10% Placement Facility
Resolution 8	Issue of Options to Harry Hatch
Resolution 9	Issue of Options to 5G Capital
Resolution 10	Issue of Options to PG Binet
Resolution 11	Issue of Options to Jim Caffieri
Resolution 12	Issue of Director Shares in lieu of Director Fees to Simon Tolhurst
Resolution 13	Issue of Shares to David Leigh-Ewers and Anne Leigh-Ewers
Resolution 14	Issue of Shares to Stuart Usher
Resolution 15	Adoption of Employee Rights Plan
Resolution 16	Re-election of Philip Re 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 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary Contact Name: __________ Contact Ph (daytime): __________

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 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 iCollege Limited, C/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235 Australia;
facsimile to iCollege Limited, C/- Link Market Services Limited on +61 2 9287 0309; or
by hand to iCollege Limited, C/- Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138

so that it is received by no later than 48 hours before commencement of the Meeting. Proxy Forms received later than this time will be invalid.

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NEXTED GROUP LIMITED — AGM Information 2017

65463_rns_2017-12-11_9396178d-0344-438f-a719-2bc8f342d175.pdf

ICOLLEGE LIMITED

ACN 105 012 066

Notice of Annual General Meeting

Important

CONTENTS

NOTICE OF ANNUAL GENERAL MEETING

Business

Annual Report

Resolution 1: Approval of Remuneration Report

Voting exclusion statement

Resolution 2: Election of Simon Tolhurst as Director

Resolution 3: Election of Ashish Katta as Director

Resolution 4: Issue of Consideration Shares - Acquisition of Manthano

Independent Expert’s Report

Voting exclusion statement

Voting prohibition statement

Resolution 5: Ratification of prior issue of Termination Shares to Stuart Manifold

Voting exclusion statement

Resolution 6: Ratification of prior issue of Placement Shares

Voting exclusion statement

Resolution 7: Approval of 10% Placement Facility

Voting exclusion statement

Resolution 8: Issue of Options to Harry Hatch

Voting exclusion statement

Resolution 9: Issue of Options to 5G Capital

Voting exclusion statement

Resolution 10: Issue of Options to PG Binet

Voting exclusion statement

Resolution 11: Issue of Shares to Jim Caffieri

Voting exclusion statement

Resolution 12: Issue of Director Shares in lieu of Director Fees to Simon Tolhurst

Voting exclusion statement

Resolution 13: Approval of the issue of Shares to David Leigh-Ewers and Anne Leigh-Ewers

Voting exclusion statement

Voting prohibition statements

Resolution 14: Issues of Shares to Stuart Usher (Senior Management Team)

Voting exclusion statement

Voting prohibition statements

Resolution 15: Adoption of Employee Performance Rights

Resolution 16: Re-election of Phil Re as Director

By order of the Board

Stuart Usher

EXPLANATORY STATEMENT

1 Voting

1.1 Proxies

1.2 Voting entitlements

2 Regulatory Information

2.1 Annual Report

3 Resolution 1: Approval of Remuneration Report

Directors’ recommendations

4 Resolution 2: Election of Simon Tolhurst as a Director

Directors’ recommendations

5 Resolution 3: Election of Ashish Katta as a Director

Directors’ recommendations

6 Resolution 4: Issue of Consideration Shares – Manthano Acquisition

6.1 Background

(a) About Manthano

(b)

Acquisition Terms

(c) Effect of the Manthano acquisition on the Capital Structure

6.2 Section 611 (item 7) of the Corporations Act

Associates

(c) The voting power that person would have as a result of the acquisition**

(d) The maximum extent of the increase in the voting power of each of that person’s associates that would result from the acquisition

(e) The voting power that each of that person’s associates would have as a result of the acquisition

(a) An explanation of the reasons for the proposed acquisition

(b) When the proposed acquisition is to occur

(c)

The material terms of the proposed acquisition

Conditions Precedent:

Warranties:

Termination of Term Sheet:

Independent Expert’s Report

6.3 Chapter 2E of the Corporations Act

(a) Related parties to whom the financial benefit is given

(b) Nature of the financial benefits

(c) Valuation of the financial benefits

NEXTED GROUP LIMITED AGM Information 2017