OPENLEARNING LIMITED — AGM Information 2021

Apr 27, 2021

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OpenLearning Limited

ACN: 635 890 390

Notice of Annual General Meeting

Date: 28 May 2021 Time: 4:00 pm (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 26 May 2021.

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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 28 May 2021 at 4:00 pm 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 3:45 pm 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 4:00 pm AEST on 26 May 2021). 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 2020.

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 2020 Annual Report can be viewed online at www.openlearning.com and on the ASX website www.asx.com.au (ASX Code: OLL).

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 2020 to the Company’s external auditor by no later than 4:00 pm AEST on 21 May 2021. 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 2020 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:

• (i) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (ii) the voter is the Chair and the appointment of the Chair as proxy:

• does not specify the way the proxy is to vote on this Resolution; and

• 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 –Re-election of Mr. Kevin Barry as a Director

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

“That, Mr. Kevin Barry, who was appointed a Director of the Company on 30 August 2019 by a resolution of the Board, retires by rotation in accordance with Article 14.2 of the Company’s Constitution and ASX Listing Rule 14.5, and being eligible, is re-elected as a Director.”

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Resolution 3 – Re-election of Mr. Spiros Pappas as a Director

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

“That, Ms. Spiros Pappas, who was appointed a Director of the Company on 30 August 2019 by a resolution of the Board, retires by rotation in accordance with Article 14.2 of the Company’s Constitution and ASX Listing Rule 14.5, and being eligible, is re-elected as a Director.”

Resolution 4 – Approval of 10% Placement Capacity

To consider and, if thought fit, to pass 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 which accompanies and forms part of this Notice of Meeting.”

Resolution 5 – Ratification of prior issue of Placement Shares issued under ASX Listing Rule 7.1

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and prior issue of 21,212,495 Placement Shares issued by the Company on 4 November 2020 pursuant to the Placement undertaken by the Company and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved (namely recipients of the Placement Shares) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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

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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 26 May 2021.

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 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.

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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;

• (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 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 4:00 pm AEST on 26 May 2021.

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.

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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.

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

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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 (ASX Code: OLL).

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 2020.

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 2020 to the Company’s external Auditor no later than 4:00 pm AEST on 21 May 2021. 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 2020.

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 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,

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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 Company did not receive a first strike at its 2019 Annual General Meeting. 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 2020 Annual Report. The 2020 Annual Report can be online at www.openlearning.com and on the ASX website www.asx.com.au, (ASX Code: OLL).

2. Resolution 2 – Re-Election of Mr. Kevin Barry as a Director

The Company’s Constitution requires that at the Company’s annual general meeting, one third of the Directors shall retire from office. The retiring Directors must not be a Managing Director. The Directors to retire at the annual general meeting are those who have been in office the longest since their last election.

It has been agreed that Mr Kevin Barry will retire by rotation at this Meeting.

ASX Listing Rule 14.5 also provides that an entity which has Directors must hold an election of Directors at each annual general meeting.

Mr. Kevin Barry, a Director appointed on 30 August 2019 retires and being eligible for re-election offers himself for re-election as a Director pursuant to Article 14.2 of the Company’s Constitution.

Kevin Barry is a director of TCAP Australia and Thakral Capital Holdings. His responsibilities include execution of investment opportunities, oversight and management of development projects, origination of senior construction and investment finance. Kevin is also the TCAP group representative director for the GemLife retirement business.

Kevin has over 24 years’ experience in law, property finance and funds management. Initially he started as a structured finance lawyer in Sydney with KPMG & Blake Dawson, and then London with Norton Rose. In 2001, he moved to investment banking at Zurich Capital Markets Asia where he was Senior Vice President responsible for the structuring and execution of their principal finance business. He subsequently managed CHOPIN structured finance business whose primary activities included originating fixed income products across various asset classes. Prior to joining the TCAP group, Kevin was involved in setting up the credit strategies funds management business at Pengana Capital. Since 2010, Kevin has been on the Board as Chairman of the ASX listed ICS Global Limited (ASX: ICS).

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 Barry.

If re-elected the Board considers Mr. Kevin Barry will be an independent Director.

The Board has reviewed Mr. Kevin Barry’s performance since his appointment to the Board and considers that Mr. Kevin Barry’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr. Kevin Barry and recommends that Shareholders vote in favour of Resolution 2.

Resolution 2 seeks approval for the election of Mr. Kevin Barry as a Director of the Company.

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3. Resolution 3 – Re-Election of Mr. Spiros Pappas as a Director

The Company’s Constitution requires that at the Company’s annual general meeting, one third of the Directors shall retire from office. The retiring Directors must not be a Managing Director. The Directors to retire at the annual general meeting are those who have been in office the longest since their last election.

It has been agreed that Mr Spiros Pappas will retire by rotation at this Meeting.

ASX Listing Rule 14.5 also provides that an entity which has Directors must hold an election of Directors at each annual general meeting.

Spiros Pappas, a Director appointed on 30 August 2019 retires and being eligible for re-election offers himself for re-election as a Director pursuant to Article 14.2 of the Company’s Constitution.

Spiro Pappas is a business leader with over 30 years of experience predominantly in the financial services industry.

Since leaving NAB in July 2018, Spiro has served on a number of boards. In addition to his role at Open Learning, Spiro is currently the Chairman of Atlas Iron, TCM Digital (Global Ecommerce Aggregator) and OpenInvest (Wealthtech) and ASX Listed Splitit (Payment Fintech – Spiro stepped down as Chair of Splitit in February 2021). Spiro is also a non-executive director of DataMesh Group (Payment Fintech).

At NAB, Spiro performed several leadership roles including Executive General Manager of Global Institutional Banking, CEO of Asia and Executive General Manager of International and Innovation.

Prior to NAB, Spiro worked in Sydney, London and New York with Deutsche Bank and then over 11 years in London with ABN AMRO/RBS where he managed a number of global businesses including Debt Capital Markets, Client Coverage for Financial Institutions and Corporate Finance and Advisory.

Spiro has also served on the Advisory Board of both the Australia China Business Council and the Australia Japan Business Cooperation Council and was a Board Member of the European Australian Business Council.

Spiro was also a member of a taskforce advising the Federal Government on how to enable the SME sector for the digital age.

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 Mr. Pappas.

If re-elected the Board considers Mr. Spiro Pappas will be a non-independent Director.

The Board has reviewed Mr. Spiros Pappas’ performance since his appointment to the Board and considers that Mr. Spiro Pappas’ skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr. Spiro Pappas and recommends that Shareholders vote in favour of Resolution 3.

Resolution 3 seeks approval for the election of Mr. Spiros Pappas as a Director of the Company.

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4. Resolution 4 – 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 add an additional 10% capacity.

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 less than the amount prescribed by ASX (currently $300 million).

As of the date of this Notice of Meeting, the Company has a market capitalisation of approximately $30 million and therefore is an eligible entity (based on the number of Shares on issue and the closing price of Shares on the ASX on 12 April 2021). If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.

This Resolution seeks Shareholder approval by way of a 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 this Resolution 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 this Resolution 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.

Information Required by ASX Listing Rule 7.1A

The following information is provided to Shareholder for the purposes of Listing Rule 7.3A.

Period for which the approval will be valid

An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:

• (a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained;

• (b) the time and date of the entity’s next annual general meeting; and

• (c) the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

Minimum price at which the equity securities may be issued under Listing Rule 7.1A Any equity securities issued under Listing Rule 7.1A.2 must be an existing quoted class of the Company’s equity securities and issued for cash consideration.

The issue price per equity security must not be less than 75% of the volume weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:

• (a) the date on which the price at the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and

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• (b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued.

Purposes for which the funds raised by an issue of equity securities under Listing Rule 7.1A may be used

As noted above, any equity securities issued under Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.

As at the date of this Notice, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period, if Shareholders approve this Resolution. However, if Shareholders approved this Resolution and the Company did raise funds from the issue of equity securities under Listing Rule 7.1A, based on the Company’s existing plans, the Company considers that the funds may be used for working capital, platform and product development, marketing or possibly as cash consideration for acquisition of new assets.

Risk of economic and voting dilution to existing ordinary Securityholders

If this Resolution is approved, and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders’ economic and voting power in the Company will be diluted.

There is a risk that:

• (a) the market price for the Company’s equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A; and

(b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company’s equity securities on the issue date;

which may have an effect on the amount of funds raised by the issue of equity securities under Listing Rule 7.1A.

The table below shows the potential dilution of existing Securityholders on the basis of 3 different assumed issue prices and values for the variable “A” in the formula in rule 7.1A.2:

Variable “A” ASX Listing Rule 7.1A.2	Variable “A” ASX Listing Rule 7.1A.2	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised
		$0.095 50% decrease in issue price	$0.19 issue prices(b)	$0.38 100% increase in issue price
“A” is the number of shares on issue, being 164,024,967 Shares(a)	10% voting dilution(c)	16,402,496	16,402,496	16,402,496
	Funds raised	$1,558,237	$3,116,474	$6,232,948
“A” is a 50% increase in shares on issue, being 246,037,450 Shares	10% voting dilution(c)	24,603,745	24,603,745	24,603,745
	Funds raised	$2,337,356	$4,674,712	$9,349,423
“A” is a 100% increase in shares on issue, being 328,049,934 Shares	10% voting dilution(c)	32,804,993	32,804,993	32,804,993
	Funds raised	$3,116,474	$6,232,949	$12,465,897

Notes:

• (a) Based on the total number of fully paid ordinary Shares on issue as at 19 April 2021.

• (b) Based on the closing price of the Company’s Shares on ASX as at 19 April 2021.

• (c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under Listing Rule 7.1A.

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

• (e) The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

• (f) 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.

• (g) This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.

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• (h) 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%.

• (i) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A mandate, based on that Shareholder’s holding at the date of the Meeting.

Allocation policy for issues under Listing Rule 7.1A

The recipients of the Equity Securities to be issued under the 7.1A Mandate 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.

The Company’s allocation policy and the identity of the allottees of equity securities under Listing Rule 7.1A will depend on a number of factors, including:

• (a) the Company’s intentions in relation to the possible issue of equity securities (for cash consideration) during the Listing Rule 7.1A mandate period;

• (b) the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan);

• (c) the potential effect on the control of the Company;

• (d) the Company’s financial position and the likely future capital requirements; and

• (e) advice from the Company’s corporate or financial advisors.

As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Securityholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. Subject to the requirements of the Listing Rules and the Corporations Act, the Board of Directors reserve the right to determine at the time of any issue of equity securities under Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.

If and when the determination is made to proceed with an issue of equity securities during the Listing Rule 7.1A mandate period, details regarding the allottees and purposes of issue will be disclosed pursuant to the Company’s obligations under Listing Rules 3.10.3 and 7.1A.4.

Offers made under Listing Rule 7.1A may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders of the Company, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities.

Previous approval under Listing Rule 7.1A

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

Voting Exclusion Statement

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for this Resolution

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5. Resolution 5 – Ratification of prior issue of Shares issued under ASX Listing Rule 7.1

On 28 October 2020, the Company announced that it had received firm commitments from institutional and sophisticated investors to subscribe for 21,212,495 new Shares at an issue price of $0.28 per Placement Share (" Placement Shares "), raising A$5.9 million (before costs) for the Company (" Placement ").

On 4 November 2020 the Company issued 21,212,495 Placement Shares utilising its available placement capacity under Listing Rule 7.1.

The Company engaged the services of Canaccord Genuity (Australia) Limited (ACN 075 071 466) ( Canaccord ), (AFSL 234666), to manage the issue of the Placement Shares. The Company has paid Canaccord a fee of $356,370 (being, 6% of the amount raised under the issue of the Placement Shares). The lead manager mandate with Canaccord otherwise contained standard terms for such an agreement.

ASX Listing Rule 7.1

This Resolution 5 proposes that Shareholders of the Company approve and ratify the prior issue and allotment of 21,212,495 Placement Shares, which were issued by the Company on 4 November 2020.

All of the Placement Shares were issued by utilising the Company’s available placement capacity under Listing Rule 7.1.

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, 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%.

Listing Rule 7.4 provides an exception to Listing Rule 7.1 by broadly providing that where a listed company, in general meeting, ratifies a previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach the listed company's available placement capacity under Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.The issue of the Placement Shares did not fall within any of the exceptions to Listing Rule 7.1 and, as the issue of the Placement Shares has not yet been approved by the Company’s Shareholders, it effectively uses up part of the Company's 15% placement capacity in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Placement Shares.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, this Resolution 5 seeks Shareholder approval to ratify the prior issue of the Placement Shares for the purposes of Listing Rule 7.4.

Information required by Listing Rule 14.1A

If this Resolution 5 is approved by Shareholders, the issue of the Placement Shares will be excluded from the calculation of the Company’s combined 25% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12-month period following the date of issue of the Placement Shares.

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If this Resolution 5 is not approved by Shareholder, the issue of Placement Shares will be included in calculating the Company’s combined 25% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12-month period following the date of issue of the Placement Shares.

It is noted that the Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 4 being passed at this Meeting.

Information required by ASX Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5.

• (a) the Placement Shares were issued to professional and sophisticated investors who are clients of Canaccord. The recipients were identified through a bookbuild process, which involved Canaccord seeking expressions of interest to participate in the capital raising from non-related parties of the Company;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• a. related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• b. issued more than 1% of the issued capital of the Company;

• (c) 21,212,495 Placement Shares were issued and the Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Placement Shares were issued on 4 November 2020;

• (e) the issue price was $0.28 per Placement Shares. The Company has not and will not receive any other consideration for the issue of the Placement Shares;

• (f) the purpose of the issue of the Placement Shares was to raise $5,939,499, which will be applied towards delivering on partnerships and near-term growth initiatives; and

• (g) the Placement Shares were not issued under an agreement.

Directors’ recommendation

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

Justyn Stedwell Company Secretary On behalf of the Board of Directors OpenLearning Limited

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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 2020.

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 28 May 2021, 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 27 April 2021.

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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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OpenLearning Limited | ACN: 635 890 390

Proxy Voting Form If you are attending the meeting in person, please bring this with you for Securityholder registration.

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Your proxy voting instruction must be received by 4.00pm (AEST) on Wednesday, 26 May 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

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The name and address shown above is

is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS

Individual: Where the holding is in one name, the Shareholder must sign.

Joint holding: Where the holding is in more than one name, all Shareholders should sign.

Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

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Corporate

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share registry online at https://automic.com.au.

Lodging your Proxy Voting Form:

Online:

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/logi nsah or scan the QR code below using your smartphone Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBCHAT: https://automicgroup.com.au/ PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY: I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of OpenLearning Limited, to be held at 4:00pm (AEST) on Friday, 28 May 2021 at Hall Chadwick, Level 40, 2 Park Street, Sydney NSW 2000 hereby: Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or th subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. rdance with the Chair

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

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STEP 2 Your voting direction

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Resolutions For Against Abstain
1. Adoption of Remuneration Report
2. Re-election of Mr. Kevin Barry as a Director
3. Re-election of Mr. Spiros Pappas as a Director
4. Approval of 10% Placement Capacity
5. Ratification of prior issue of Placement Shares issued under ASX Listing Rule 7.1
STEP 3 Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).
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