OPENLEARNING LIMITED — AGM Information 2020

Jun 29, 2020

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OpenLearning Limited

ACN: 635 890 390

Notice of Annual General Meeting

Date: 30 July 2020 Time: 10:00 am (AEST)

Address: Hall Chadwick, Level 40, 2 Park Street, Sydney NSW 2000

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7.00pm AEST on 28 July 2020.

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OpenLearning Limited ACN 635 890 390 Notice of Annual General Meeting

MEETING DETAILS

Notice is hereby given that the Annual General Meeting of OpenLearning Limited ACN 635 890 390 will be held at Hall Chadwick, Level 40, 2 Park Street, Sydney NSW 2000 on 30 July 2020 at 10:00 am AEST.

Important notes:

1. You may vote on the items of business to be considered at the Meeting, either in person at the Meeting or by completing and returning the proxy enclosed herein.

2. If you attend the meeting in person, you will need to register at the registration desk on the day. Registration will commence at 9:45 am AEST.

3. Shareholders who wish to attend the Meeting remotely via an online conference facility will need to register to attend the Meeting remotely by emailing investors@openlearning.com by no later than 48 hours prior to the Meeting (by 10:00 am AEST on 28 July 2020). Instructions on how to join the Meeting remotely will be provided to all Shareholders who register. Shareholders who attend the Meeting remotely are encouraged to vote by completing and returning the proxy enclosed herein.

4. Discussion will take place on all the items of business set out below.

5. The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

6. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

7. As explained in the ‘voting prohibition statement’ for Resolution 1, certain shareholders are prohibited from voting on that Resolution. Please do not vote on Resolution 1 if you are prohibited from doing so.

1. AGENDA FOR THE MEETING

Item 1 – Financial statements and reports

The Meeting will consider the financial statements and reports of the Company including the income statement, balance sheet, statement of changes in equity, cash flow statement, the notes to the financial statements, the Directors’ declaration and the reports of the Directors and Auditors for the financial year ended 31 December 2019.

While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions and make comments on the financial statements and reports.

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A representative of the Company’s external auditor, Hall Chadwick Corporate (NSW) Limited, will be present at the Meeting and Shareholders will be given a reasonable opportunity to ask the Company’s external auditor questions in relation to the conduct of the audit, the auditor’s report, the accounting policies adopted by the Company in relation to the preparation of financial statements, and the independence of the auditor.

The Company’s 2019 Annual Report can be viewed online at www.openlearning.com and on the ASX website www.asx.com.au.

Shareholders are requested to submit any written questions relating to the content of the audit report or the conduct of its audit of the Company’s financial report for the period ended 31 December 2019 to the Company’s external auditor by no later than 10.00 am AEST on 23 July 2020. A representative of Hall Chadwick will provide answers to the questions at the Meeting.

Item 2 – Ordinary Resolutions

Resolution 1 – Adoption of Remuneration Report

To consider and if thought fit, to pass, with or without amendment, the following resolution as a nonbinding resolution:

“That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 31 December 2019 and included in the Directors’ Report, which is attached to the Financial Statements as required under section 300A of the Corporations Act, be adopted by the Company.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

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

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member. However, a person (the 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 either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy:

(i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 2 – Election of Mr. David Buckingham as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, Mr. David Buckingham, who was appointed a Director of the Company on 9 December 2019 by a resolution of the Board, retires in accordance with Article 14.4 of the Company’s Constitution and offers himself for election and being eligible, is elected as a Director.”

Resolution 3 – Election of Ms. Maya Hari as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

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“That, Ms. Maya Hari, who was appointed a Director of the Company on 9 December 2019 by a resolution of the Board, retires in accordance with Article 14.4 of the Company’s Constitution and offers herself for election and being eligible, is elected as a Director.”

Resolution 4 – Election of Prof. Beverley Oliver as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, Prof. Beverley Oliver, who was appointed a Director of the Company on 9 December 2019 by a resolution of the Board, retires in accordance with Article 14.4 of the Company’s Constitution and offers herself for election and being eligible, is elected as a Director.”

Resolution 5 – Appointment of Auditor

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purpose of Section 327B of the Corporations Act and for all other purposes, Hall Chadwick Corporate (NSW) Limited, being qualified and having been nominated by a Shareholder and consented in writing to act in the capacity of auditor, be appointed as an auditor of the Company.”

Resolution 6 – Approval of 10% Placement Capacity

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”

2. Information for Shareholders

Entitlement to attend and vote at the Meeting

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that for the purpose of ascertaining a person’s entitlement to vote at the Meeting, a person will be recognized as a Shareholder will be entitled to vote at the Meeting if that person is registered as a Shareholder at 7:00 pm AEST on 28 July 2020.

Votes

Voting on each Resolution will be on a poll, every member present in person or by attorney or by proxy or, in the case of a body corporate, by a representative, shall have one vote for each share held by him, her or it.

In the case of joint Shareholders, each Shareholder may attend the Meeting but only one Shareholder may vote at the Meeting in respect of the relevant Shares (including by proxy). If more than one joint Shareholder is present, and more than one of the joint Shareholders vote in respect of the Shares held by

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those Shareholders, only the vote of the joint Shareholder whose name stands first in the register in respect of the relevant Shares is counted.

Proxies

A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the Shareholder.

Where the Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

A proxy need not be a Shareholder and may be a body corporate.

If a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it appoints an individual as its corporate representative to exercise its powers at the Meeting and provide satisfactory evidence of the appointment of its corporate representative prior to the commencement of the Meeting.

If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half of the votes.

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on the Resolutions by marking either “For”, “Against” or “Abstain” on the form of proxy for that item of business. An instrument of proxy deposited or received at the registered office of the Company in which the name of the appointee is not filed in will be deemed to be given in the favour of the Chairman of the Meeting.

Voting by Proxy if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution, and if that appointment does specify the way the proxy is to vote, then the following applies:

• (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote as directed; and

• (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution then the proxy must not vote on a show of hands; and

• (c) if the proxy is the chair of the meeting at which the resolution is voted on then the proxy must vote on a poll and must vote as directed; and

• (d) if the proxy is not the chair then the proxy need not vote on the poll, but if the proxy does so, the proxy must vote as directed.

Transfer of non – chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that if:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company’s members; and

• (b) the appointed proxy is not the chair of the meeting; and

• (c) at the meeting, a poll is duly demanded on the resolution; and

• (d) either of the following applies:

• (i) if a record of attendance is made for the meeting – the proxy is not recorded as attending the meeting;

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• (ii) the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Undirected proxies

Subject to the voting restrictions for Resolution 1, the Chair intends to vote undirected proxies in favour of all Resolutions.

Direction for Chairman to vote undirected proxies on Resolution 1

If the proxy is the Chair, the Chair can also vote undirected proxies on the Resolution 1 provided that proxy form expressly authorises the Chair to vote on Resolution 1 even though Resolution 1 is connected with the remuneration of Key Management Personnel.

The Chair will not vote any undirected proxies in relation to Resolution 1 unless the Shareholder expressly authorises the Chair to vote in accordance with the Chair’s stated voting intentions in their proxy form. Subject to the voting restrictions set out in the voting prohibition statement for Resolution 1 , the Chair intends to vote undirected proxies in favour of Resolution 1.

A proxy form accompanies this Notice.

A corporate Shareholder must sign the proxy form in accordance with its constitution or otherwise in accordance with the Corporations Act.

To be effective, the instrument of appointment of a proxy (and power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority) must be received by the Company’s share registry, Automic, by mail at GPO Box 5193 Sydney NSW 2001, in person Level 5, 126 Phillip Street Sydney NSW 200, by email at meetings@automicgroup.com.au or online at https://investor.automic.com.au/#/loginsah by 10:00 am AEST on 28 July 2020.

Proxy Forms received later than this time will be invalid.

Questions

The Meeting is intended to give Shareholders an opportunity to hear both the Board and the Group Chief Executive Officer talk about the year that has just passed and also give some insight into the Company’s prospects for the year ahead.

A reasonable opportunity will be given to Shareholders to ask questions and/or make comments on the management of the Company at the Meeting.

A reasonable opportunity will be given for Shareholders to ask questions of the Company’s external auditor, Hall Chadwick. These questions should relevant to:

• (a) the conduct of the audit;

• (b) the preparation and contents of the audit report;

• (c) the accounting policies adopted by the Company in relation to the preparation of its financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit.

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If you have any questions in regard to this Notice, please contact the Company Secretary, Justyn Stedwell, on +61(0) 3 8395 5446.

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in this Notice.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

Item 1 – Annual Report

As required by section 317 of the Corporations Act, the Financial Report, Directors’ Report and Auditor’s Report of the Company for the most recent financial year will be laid before the Meeting. These reports are contained in the Annual Report, which is available online at www.openlearning.com and on the ASX website www.asx.com.au.

During this item of business, Shareholders will be given the opportunity to ask questions about, or make comments on, the management of the Company generally but there will be no formal resolution put to the Meeting.

Similarly, a reasonable opportunity will be given to shareholders, as a whole, to ask the Company’s Auditor, Hall Chadwick, questions relevant to the conduct of the audit, the preparation and content of the Auditor’s report, the accounting policies adopted by the Company in relation to the preparation of its financial statements and the independence of the Auditor in relation to the audit for the financial year ended 31 December 2019.

Shareholders are requested to submit written questions relating to the content of the audit report or the conduct of its audit of the Company’s financial report for the financial year ended 31 December 2019 to the Company’s external Auditor no later than 10am AEST on 23 July 2020. A representative of Hall Chadwick will provide answers to the questions at the Meeting.

Item 2 – Resolutions

1. Resolution 1: Adoption of Remuneration Report

In accordance with Section 300A(1) of the Corporations Act the Remuneration Report is included in the Directors Report for the financial year ended 31 December 2019.

The Remuneration Report sets out details of the remuneration received by the Directors and Key Management Personnel, in addition to describing Board policy in respect of remuneration. Resolution 1 seeks shareholder approval of the adoption of the Remuneration Report by the Company.

The outcome of this Resolution is not binding on the Company or the Board. However, Sections 250U to 250Y of Corporations Act set out a ‘two strikes and re-election’ process in relation to the Shareholder vote on the Remuneration Report which provide that:

• A ‘first strike’ will occur if this Remuneration Report resolution receives a ‘no’ vote of 25% or more. If this occurs, the Company’s subsequent remuneration report will contain an explanation

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of the Board’s proposed action in response to the ‘no’ vote or an explanation of why no action has been taken by the Board.

• A ‘second strike’ will occur if the resolution to adopt the Remuneration Report at the following Company Annual General Meeting also receives a ‘no’ vote of 25% or more. If this occurs, shareholders will vote at that Annual General Meeting to determine whether the Directors will need to stand for re-election at a separate, subsequent meeting (the ‘spill resolution’). If the spill resolution passes with 50% or more of eligible votes cast, the spill meeting must take place within 90 days.

The Board believes the remuneration of the Key Management Personnel is appropriate and in line with market rates. The Remuneration Report is set out in the Company’s 2019 Annual Report. The 2019 Annual Report can be online at www.openlearning.com and on the ASX website www.asx.com.au, (ASX Code: OLL).

2. Resolution 2 – Election of Mr. David Buckingham as a Director

Mr. David Buckingham, a Director appointed on 9 December 2019 retires at the close of this Annual General Meeting and, being eligible for re-election offers himself for re-election as a Director pursuant to Article 14.4 of the Company’s Constitution.

David Buckingham was most recently the Group CEO and Managing Director of Navitas (ASX: NVT) from 2018-2019 and the CFO from 2016-2018.

David has a diverse educational background and impressive career which he began in the United Kingdom with PricewaterhouseCoopers. He later moved into the telecommunications industry to which he devoted much of his career. He has worked for Telewest Global as the Group Treasurer and Director of Financial Planning, Virginmedia, as Finance Director Business Division and iiNet where he held the roles of Chief Financial Officer and Chief Executive Officer between 2008 and 2015.

The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Mr Buckingham.

If re-elected the Board considers Mr. David Buckingham will be an independent Director.

The Board supports the re-election of Mr. David Buckingham and recommends that Shareholders vote in favour of Resolution 2.

Resolution 2 seeks approval for the election of Mr. David Buckingham as a Director of the Company.

3. Resolution 3 – Election of Ms. Maya Hari as a Director

Ms. Maya Hari, a Director appointed on 9 December 2019 retires at the close of this Annual General Meeting and, being eligible for re-election offers herself for re-election as a Director pursuant to Article 14.4 of the Company’s Constitution.

Maya Hari is the VP & Managing Director, Asia Pacific at Twitter. Asia Pacific has been the growth engine for Twitter in recent years. Maya’s focus has been to fuel Twitter strategy and rapid growth in key markets such as China, India, Australia and Indonesia. Maya brings diverse business experience having led

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functions in Sales, Marketing & Product Management. She serves as Chairperson of TIE in Singapore (NonProfit focused on fuelling the entrepreneurial ecosystem).

Prior to Twitter, Maya spent 16+ years in the digital media, mobile and eCommerce in the US and in Asia Pacific region for brands such as Google, Samsung, Microsoft & Cisco. She was also responsible for the digital transformation & re-engineering of media powerhouse Conde Nast in Asia – launching and bringing internet and mobile offerings for top tier publication titles such as Vogue, GQ and Condé Nast Traveller.

As described above, the Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. The Company undertook such checks prior to the appointment of Ms. Hari.

If re-elected the Board considers Ms. Maya Hari will be an independent Director.

The Board supports the re-election of Ms. Maya Hari and recommends that Shareholders vote in favour of Resolution 3.

Resolution 3 seeks approval for the election of Ms. Maya Hari as a Director of the Company.

4. Resolution 4 – Election of Prof. Beverley Oliver as a Director

Prof. Beverley Oliver, a Director appointed on 9 December 2019 retires at the close of this Annual General Meeting and, being eligible for re-election offers herself for re-election as a Director pursuant to Article 14.4 of the Company’s Constitution.

Emeritus Professor Beverley Oliver is an education change leader, a Principal Fellow of the Higher Education Academy, and an Australian National Teaching Fellow. She works as a higher education consultant and researcher in areas such as digital education, micro-credentials, curriculum transformation, quality assurance and graduate employability. She is the founder and editor of the Journal of Teaching and Learning for Graduate Employability.

Beverley was Deputy Vice-Chancellor Education at Deakin University (2013-2018), Deputy Chair of Universities Australia’s Deputy Vice-Chancellors (Academic) (2018) and Deputy Chair of the Board of EduGrowth, a not-for-profit entity and Australia’s acceleration network for high-growth, scalable, borderless education (2016-18).

Beverley’s leadership has been recognised through two national Citations for Outstanding Contributions to Student Learning and several nationally funded grants and two fellowships. In 2017, she was awarded Deakin University’s highest honour, the title of Alfred Deakin Professor, for her outstanding and sustained contribution to conceptualising the strategic enhancement of courses in the digital economy and furthering Deakin University’s research and scholarship in the field of higher education.

The Company undertook the same checks as described above on the background and experience of Professor Oliver prior to her appointment to the Board.

If re-elected the Board considers Prof. Beverley Oliver will be an independent Director.

The Board supports the re-election of Prof. Beverley Oliver and recommends that Shareholders vote in favour of Resolution 4.

Resolution 4 seeks approval for the election of Prof. Beverley Oliver as a Director of the Company.

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5. Resolution 5 – Appointment of Auditor

Section 327B(1) of the Corporations Act provides that a public company must appoint an auditor at its first annual general meeting and thereafter to fill a vacancy in the office of auditor at each subsequent annual general meeting.

In accordance with Section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for Hall Chadwick Corporate (NSW) Limited to be appointed as the Company’s auditor. A copy of this nomination is enclosed with this Notice of Meeting as Annexure A.

Hall Chadwick Corporate (NSW) Limited has given its written consent to act as the Company’s auditor subject to Shareholder approval of this Resolution 5.

If Resolution 5 is passed, the appointment of Hall Chadwick Corporate (NSW) Limited as the Company’s auditor will take effect at the close of this Meeting.

6. Resolution 6 – Approval of 10% Placement Capacity

General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company currently has a market capitalisation of approximately $25.84 million (based on the closing Share price of $0.195 on 16 June 2020) and accordingly is an eligible entity for these purposes.

Resolution 6 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 6 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 6 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing class of quoted Equity Securities. The Company currently has one class of quoted Equity Securities on issue, being Shares (ASX Code: OLL).

The exact number of Equity Securities that the Company may issue under an approval under ASX Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

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Where:

“A”, for a company which has been admitted to the official list for less than 12 months, is the number of fully paid ordinary securities on issue at the time the relevant company was admitted to the official list (which in the case of the Company was 12 December 2019 with 139,666,641 ordinary fully paid Shares):

• I. plus the number of ordinary securities issued in the Relevant Period under an exception in ASX Listing Rule 7.2 other than exception 9, 16 and 17;

• II. plus the number of fully paid ordinary securities issued in the Relevant Period on the conversion of convertible securities within ASX Listing Rule 7.2 exception 9;

• III. plus the number of fully paid ordinary securities issued in the Relevant Period under an agreement to issue securities within ASX Listing Rule 7.2 exception 16;

• IV. plus the number of partly paid ordinary securities that became fully paid in the previous 12 months;

• V. plus the number of fully paid ordinary securities issued in the previous 12 months with approval of holders of ordinary securities under ASX Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary securities under the Company’s 15% placement capacity without shareholder approval; and

• VI. less the number of fully paid ordinary securities cancelled in the previous 12 months.

The Company has not issued or agreed to issue or cancelled (in the case of VI.) any ordinary securities of the type referred to in I. – VI. above and “A” is therefore 139,666,641 as at the date of this Notice.

“D” is 10%.

“E” is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 during the Relevant Period where the issue or agreement to issue has not been subsequently approved by holders of ordinary securities under ASX Listing Rule 7.4.

Information required by ASX Listing Rule 7.3A

In accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 7:

Minimum Price

Pursuant to ASX Listing Rule 7.1A.3, the minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the securities; or

• (ii) if the Equity Securities are not issued within 10 ASX trading days of the date in paragraph (i), the date on which the Equity Securities are issued.

Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the annual general meeting at which the approval is obtained and expiring on the first to occur of the following:

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• (i) The date that is 12 months after the date of the annual general meeting at which the approval is obtained.

• (ii) The time and date of the entity’s next annual general meeting.

• (iii) the time and date of approval by Shareholders of any transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of the Company’s activities) or ASX Listing Rule 11.2 (disposal of the Company’s main undertaking) after which date an approval under ASX Listing Rule 7.1A ceases to be valid.

Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Equity Securities under the issue.

If Resolution 6 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2, on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2)*	Dilution
	Issue Price (per Share)	0.097 50% decrease in Issue Price	0.195 Issue Price	0.39 100% increase in Issue Price
139,666,641 (Current Variable A)	Shares issued - 10% voting dilution	13,966,664 Shares	13,966,664 Shares	13,966,664 Shares
	Funds raised	$ 1,361,750	$ 2,723,499	$ 5,446,999
209,499,962 (50% increase in Variable A)	Shares issued - 10% voting dilution	20,949,996 Shares	20,949,996 Shares	20,949,996 Shares
	Funds raised	$ 2,042,625	$ 4,085,249	$ 8,170,498
279,333,282 (100% increase in Variable A)	Shares issued - 10% voting dilution	27,933,328 Shares	27,933,328 Shares	27,933,328 Shares
	Funds raised	$ 2,723,499	$ 5,446,999	$ 10,893,998

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer), or that are issued with Shareholder approval under ASX Listing Rule 7.1.

The table above uses the following assumptions:

• (i) There are currently 139,666,641 Shares on issue.

• (ii) The issue price set out above is the closing price of the Shares on the ASX on 16 June 2020.

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• (iii) The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

• (iv) The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

• (v) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

• (vi) The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

• (vii) This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

• (viii)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%.

• (ix) 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 Capacity, based on that Shareholder’s holding at the date of the Meeting.

Risk of economic and voting dilution

Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• a) as cash consideration in which case the Company intends to use funds raised for working capital, platform and product development, marketing or possibly as cash consideration for acquisition of new assets.

Allocation policy under the 10% Placement Capacity

The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The recipients of the Equity Securities which may be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

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The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• I. the purpose of the issue;

• II. alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

• III. the effect of the issue of the Equity Securities on the control of the Company;

• IV. the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• V. prevailing market conditions; and

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

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new resources, assets or investments.

Previous approval under ASX Listing Rule 7.1A

The Company has not previously sought to obtain approval from its Shareholders pursuant to ASX Listing Rule 7.1A.

Voting exclusion statement

As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 6.

Justyn Stedwell Company Secretary

On behalf of the Board of Directors OpenLearning Limited

Page 14 of 17

GLOSSARY

In the Notice of Meeting and Explanatory Statement the following terms have the following meanings:

AEST means Australian Eastern Standard Time.

Annual Report means the Directors’ Report, Financial Report and Independent Auditor’s Report in respect of the period ended 31 December 2019.

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

Board means the Board of Directors of the Company.

Chair or Chairman means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;

(b) a child of the member’s spouse;

(c) a dependent of the member or the member’s spouse;

(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

(e) a company the member controls; or

(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means OpenLearning Limited ACN 635 890 390.

Constitution means the constitution of the Company.

Corporations Act means Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement to this notice of Annual General Meeting.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Meeting means the annual general meeting of the Shareholders of the Company to be held on 30 July 2020, to which the Notice of Meeting and Explanatory Statement relate.

Notice or Notice of Meeting means this notice of annual general meeting of the Company dated 29 June 2020.

Page 15 of 17

Option means an option to acquire a Share.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 31 December 2020.

Relevant Period means the period from the date the entity was admitted to the official list of ASX to the date immediately preceding the date of the issue or agreement.

Resolution means a resolution referred to in the Notice.

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

Shareholder means a holder of Shares.

Words importing the singular include the plural and vice versa.

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Annexure A – Nomination of Hall Chadwick Corporate (NSW) Limited

17 June 2020

The Board of Directors OpenLearning Limited Level 2, 235 Commonwealth Street Surry Hills NSW 2010

Dear Directors

NOTICE AUDITOR NOMINATION

Pursuant to section 328B of the Corporations Act 2001, I, Adam Brimo, being a Director of OpenLearning Limited (Company), and a shareholder of the Company, hereby nominate Hall Chadwick Corporate (NSW) Limited of Level 40, 2 Park St, Sydney NSW 2000 for appointment as Auditor of the Company.

Yours faithfully

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Adam Brimo

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