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OPENLEARNING LIMITED Annual Report 2019

Jul 29, 2020

65492_rns_2020-07-29_213da862-3f63-4396-adf7-b04b8b7b13f6.pdf

Annual Report

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CHAIRPERSON’S ADDRESS

KEVIN BARRY

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FY2019 RESULTS

SUMMARY

  • → During FY2019 year, the Group restructured its operations to focus on growing Platform SaaS revenue by expanding its sales, marketing and customer success teams.

  • → Strong growth in Platform SaaS and Marketplace gross sales, which grew by 91% and 108% respectively y-o-y.

  • → Significant reduction of headcount in the Services division resulting in a decline in Services revenue y-o-y.

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KEY POINTS

  • → Gross sales for FY2019 increased by 2.8% y-o-y, despite the reduction in Services sales, due to strong growth in Platform SaaS and Marketplace sales.

  • → Statutory net loss for FY2019 increased 76% y-o-y to $(7,719,951) due to incurring of the following major cost elements:

  • → operating costs to increase market share in the online education space;

  • → costs related to rationalisation exercise; and

  • → costs related to pre-IPO and IPO expenses

  • → There was no significant change y-o-y in the normalised loss after tax for FY2019 at $(4,398,704).

  • → Net cash flows used in operating activities improved To $(3,874,122) in FY2019 from $(4,544,548) in the prior year.

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STRATEGY

The disruption caused by COVID-19 to the education sector will be a key driver of the Company’s growth going forward and is likely lead to fundamental and longlasting changes to the higher education sector. The accelerated shift to online education is creating new opportunities for the Company, requiring a level of flexibility to ensure that the Company secures opportunities that enhance the medium to long term value of the Company.

KEY FOCUS AREAS TO ACCELERATE ITS REVENUE GROWTH:

Platform for delivering high quality education

The Company’s focus is on growing SaaS revenue by enabling education providers to deliver quality online education through its purpose-built platform and learning services division as the medium/long term solution for education providers to move online.

Leader in micro-credentials and short courses

The launch of OpenCreds and the OpenCreds Investment Fund, along with the agreements that the Company has signed with Open Universities Australia, have positioned the Company to become the leader in the fast-growing and strategically important Australian micro-credential market.

Strategic partnerships

The Company continues to actively pursue partnerships with companies that offer complimentary products that fit into the OpenLearning ecosystem, resellers in new markets or sectors in which the Company does not currently operate and with higher education providers themselves to accelerate the development of high value courses and qualifications that have a strong business case and would create long term value for all parties.

The Board is confident in the Company’s growth strategy and believes that the business has a strong platform from which to expand. The OL Group’s growth initiatives are designed to support its vision to further consolidate our position as Australia’s largest online education platform through leveraging its core business strengths.

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PRESENTATION ADAM BRIMO

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GLOBAL ONLINE EDUCATION PLATFORM THAT ENABLES HIGHER EDUCATION PROVIDERS TO DELIVER QUALITY ONLINE EDUCATION

  • → FOUNDED IN SYDNEY IN 2012

  • → TARGETTING AUSTRALIA AND SOUTHEAST ASIA

  • RAISED $8M IN IPO ON THE ASX IN DEC 2019

  • → USED BY 9 OF THE 43 AUSTRALIAN UNIVERSITIES

  • → SIGNED MULTIPLE TRANSFORMATIVE DEALS SINCE IPO

  • → LEADING PLATFORM FOR AUSTRALIAN MICRO-CREDENTIALS

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PROBLEM: ACCESS TO QUALITY ONLINE EDUCATION IS LIMITED, NEW SKILLS ARE REQUIRED

70%

74%

50%

SEMI-SKILLED JOBS IN MALAYSIA AUSTRALIAN WORKERS ARE READY ARE AT A HIGH RISK OF TO COMPLETELY RETRAIN TO REMAIN AUTOMATION EMPLOYABLE

WORLD ECONOMY AFFECTED IF CURRENT AUTOMATION TECHNOLOGY IS ADOPTED

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  1. https://www.mckinsey.com/featured-insights/employment-and-growth/technology-jobs-and-the-future-of-work

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  1. https://www.theedgemarkets.com/article/robots-advance-your-job-risk 2. https://www.pwc.com/hu/en/pressroom/2017/a_jovo_munkavallaloi.html

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SOLUTION: NEXT GENERATION ONLINE LEARNING PLATFORM FOR EDUCATION PROVIDERS

MARKETPLACE

Global high-traffic website for learners to discover new courses and degrees and providers to market their courses

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OPENCREDS

Transportable micro-credentials issued through the platform could lead to credit in a degree

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ONLINE EDUCATION Scalable cloud platform for education providers to create, sell and deliver high quality courses and degrees

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PORTFOLIOS Automatically generated portfolio to showcase learner’s skills and credentials to potential employers

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CUTTING-EDGE PLATFORM DESIGNED FOR THE FUTURE OF EDUCATION

  • → RESEARCH-BACKED APPROACH

  • → OUTCOME-BASED EDUCATION

  • → HIGH STUDENT ENGAGEMENT

  • → SOFT SKILLS AND PRACTICAL SKILLS

  • → INNOVATIVE ASSESSMENT SYSTEM

  • → AUTOMATICALLY GENERATED PORTFOLIOS

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OPENLEARNING IS THE LEADER IN AU/SEA: HIGH STRATEGIC VALUE

FUTURELEARN (UK)

COURSERA (US)

  • Since 2011

  • 40M users

  • Since 2013

  • 10M users

  • 83 education providers

  • 201 institutions

OPENLEARNING (AU)

  • Since 2012

  • 2.5M users

  • 116 education providers

EDX (US)

  • Since 2011

UDACITY (US)

  • Since 2011

  • 20M users

  • 108 education providers

  • 15M users

  • 20 companies

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  • USER AND PARTNER NUMBERS ARE BASED ON PUBLICLY AVAILABLE INFORMATION

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STRONG ORGANIC GROWTH AND REPEAT USAGE

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2.5M 3.7M
UNIQUE REGISTERED AGGREGATE ENROLMENTS IN
LEARNERS COURSES
3.8K 1.8M
ACTIVE RUNNING BADGES AND CERTIFICATES
COURSES ISSUED TO LEARNERS
165
900K
COUNTRIES WITH ACTIVE
ACTIVE LEARNERS
LEARNERS
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CUMULATIVE REGISTERED USERS AND ENROLMENTS

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CUMULATIVE REGISTERED USERS ('000s) CUMULATIVE ENROLMENTS ('000s)
4,000
3,500 ACCELERATING SHIFT TO ONLINE
LEARNING
3,000
2,500
2,000
1,500
1,000
500
0
JUN 2018 SEP 2018 DEC 2018 MAR JUN 2019 SEP 2019 DEC 2019 MAR JUN 2020
2019 2020
3,675
3,028
2,540 2,508
2,401
2,273
2,120 2,165
1,817
1,735
1,652
1,573 1,535
1,435 1,341 1,423 INCREASING REPEAT USAGE
1,158
1,023
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  • ACTIVE COURSE COUNT IS CALCULATED FROM COURSES ACCESS > 10 TIMES BETWEEN 1 APR 2018 TO 30 NOV 2019

  • ACTIVE LEARNER INCLUDES ALL LEARNERS WHO HAVE ACCESSED A COURSE IN THE 12 MONTHS PRIOR TO 30 SEPT 2019

  • CUMULATIVE FIGURES ARE CALCULATED FROM INCEPTION

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TARGETING THE $67.9 BILLION MARKET OPPORTUNITY IN AUSTRALIA AND MALAYSIA

GLOBALLY SIGNIFICANT MARKETS

HIGHER EDUCATION MARKET SIZE


GROWING GLOBALHIGHER
EDUCATION HUBS
HIGHER EDUCATION IS A LARGEKEY
# OF
PROVIDERS
AUSTRALIA
# OF
LEARNERS
ESTIMATED
MARKET
REVENUE (AUD)
# OF
PROVIDERS
MALAYSIA1
# OF
LEARNERS
ESTIMATED
MARKET REVENUE
(AUD)
SECTORIN BOTH HIGH INCOME &
EMERGING MARKETS
UNIVERSITY AND OTHER
HIGHER EDUCATION2
176 1.48m $37.9b 124 1.20m $9b
TECHNICAL AND
AUSTRALIAN HIGHER EDUCATION IS VOCATIONAL EDUCATION 4,675 4.06m $9b 548 0.25m >$1b*
HIGHLY REGARDED IN MALAYSIA AND TRAINING3
REGIONAL OFFICE IN KUALA
LUMPUR TOSERVICE SOUTHEAST
CORPORATE TRAINING/
PROFESSIONAL
DEVELOPMENT4
8,513 12.9m* $5b 2,994 15.3m* >$1b*
ASIAN CLIENTS
INDUSTRY
ASSOCIATIONS5 6
2,728 12.9m* $4b 160 15.3* >$1b*
  1. MALAYSIA EDUCATION BLUEPRINT 2015-2025 (HIGHER EDUCATION)

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  1. https://www.teqsa.gov.au/latest-news/publications/statistics-report-teqsa-registered-higher-education-providers-2018

  2. https://www.ncver.edu.au/__data/assets/pdf_file/0031/6925090/Total-VET-students-and-courses-2018.pdf

  3. https://www.ibisworld.com.au/industry-trends/market-research-reports/education-training/art-non-vocational-education.html

  4. https://www.ibisworld.com.au/industry-trends/market-research-reports/personal-services/industry-associations.html

  5. http://www.malaysiaservicecentre.com/associations.html - MANAGEMENT ESTIMATE, # OF LEARNERS IS THE SIZE OF THE LABOUR FORCE https://www.abs.gov.au/ausstats/[email protected]/mf/6202.0 and https://www.dosm.gov.my/v1/index.php?r=column/cthemeByCat&cat=126&bul_id=ekU0SG1yQk1wcExKUDhvN2RHTlhjZz09&menu_id=U3VPMldoYUxzVzFaYmNkWXZteGduZz09

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OUR BLUE-CHIP CLIENTS IN MULTI-BILLION DOLLAR MARKETS

TOTAL EDUCATION EXPENDITURE IN $67.9b AUSTRALIA AND MALAYSIA[*]

$46.9b UNIVERSITY AND OTHER HIGHER EDUCATION

$6.0b $10.0b CORPORATE TRAINING AND $5.0b TECHNICAL AND PROFESSIONAL INDUSTRY VOCATIONAL EDUCATION DEVELOPMENT ASSOCIATIONS

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  • MANAGEMENT ESTIMATES COMPILED FROM PUBLICLY AVAILABLE INFORMATION, FULL REFERENCES AVAILABLE ON REQUEST.

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CREATING AND LEADING THE NEW AUSTRALIAN MICROCREDENTIAL MARKET WITH OPENCREDS

OPENCREDS BY OPENLEARNING

  • → ENABLES EDUCATION PROVIDERS AND INDUSTRY TO CREATE STACKABLE COURSES THAT LEAD TOWARDS CREDIT

  • → DESIGNED TO BECOME THE INDUSTRY STANDARD

  • → PATHWAY FOR INTERNATIONAL STUDENTS

  • → OPENCREDS ARE EXCLUSIVE TO OPENLEARNING , EXPECTED TO ACCELERATE ADOPTION OF THE PLATFORM

  • → LAUNCHED OPENCREDS INVESTMENT FUND IN JULY 2020

  • → AGREEMENT WITH OPEN UNIVERSITIES AUSTRALIA

OPEN UNIVERSITIES AUSTRALIA (OUA)

  • → LARGEST HIGHER EDUCATION MARKETPLACE IN AUSTRALIA, 21 UNIVERSITY PARTNERS AND 440,000 ALUMNI

  • SELECTED OPENLEARNING AS THEIR PLATFORM FOR SHORT COURSES AND MICRO-CREDENTIALS

ENABLING CREDIT TRANSFER BETWEEN INDUSTRY AND THE HIGHER EDUCATION SECTOR

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  • → JOINTLY FUNDING 30 OPENCREDS ON REVENUE SHARE BASIS

POTENTIAL PATHWAY OPPORTUNITIES FOR OPENCREDS BASED ON INDICATIVE HOURS OF LEARNING, EVIDENCE OF LEARNING, AND ENTRY REQUIREMENTS OF THE QUALIFICATION.

  • OUA TO PROMOTE MICRO-CREDENTIALS NATIONWIDE

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  • MORE INFORMATION ON OPENCREDS IS AVAILABLE AT: https://solutions.openlearning.com/opencreds/

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COMPLETE SOLUTION FOR HIGHER EDUCATION PROVIDERS TO MOVE ONLINE

PRICING TIERS INDIVIDUAL TEAM INSTITUTION ENTERPRISE
Online trainer CPD provider Vocational college University
CUSTOMER PROFILE Teacher Internal corporate Private higher education Large corporate
Lecturer training provider Government
NUMBER OF LEARNERS 250 500 1,000 5,000
NUMBER OF EDUCATORS 1 5 Unlimited Unlimited
STARTING ANNUAL RECURRING FEE
BASED ON THE # OF LEARNERS ABOVE
$600/year $2,400/year $9,900/year Tailored Pricing
N/A Training Workshops Training Workshops Training workshops
Learning design Learning design
VALUE-ADDED SERVICES Marketing (% of student Marketing (% of
fees) student fees)
Tailored onboarding
MARKET SIZE (AU/SEA) >10,000,000
educators/teachers
>500,000 providers/SMEs >10,000 education
providers/colleges
>1,000 large
universities/enterprises

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RAPID RECURRING REVENUE AND CUSTOMER GROWTH IN MULTIPLE MARKETS

$1.14M 116 ANNUALISED RECURRING PLATFORM SAAS CLIENTS INCL 9 REVENUE AT 30 JUNE AUS UNIVERSITIES 12 $9.8K COUNTRIES WITH PLATFORM AVERAGE ARR PER SAAS CLIENT SAAS CLIENTS 71% 56.5% YOY GROWTH IN ARR ARR FROM CLIENTS IN AUSTRALIA

ANNUALISED RECURRING REVENUE (ARR) AND B2B CUSTOMER GROWTH

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ARR (AUD, '000s) PAYING CUSTOMERS
$1,250 71% YOY GROWTH 1,143 150
1,051
116 125
$1,000 944
790
87 100
$750 667
585
534 62 75
55
$500 434
45
50
292 34
$250 23
14 25
9
$0 0
JUN SEP DEC MAR JUN SEP DEC MAR JUN
2018 2018 2018 2019 2019 2019 2019 2020 2020
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BUILT FOR GROWTH, FOCUSED ON MONETISATION

FOCUSED ON GROWING RECURRING REVENUE1 FOCUSED ON GROWING RECURRING REVENUE1 FOCUSED ON GROWING RECURRING REVENUE1 FOCUSED ON GROWING RECURRING REVENUE1 FOCUSED ON GROWING RECURRING REVENUE1 FOCUSED ON GROWING RECURRING REVENUE1 HISTORICAL PROFIT AND LOSS STATEMENT
(HALF-YEARLY, AUD, ‘000s) (CALENDAR YEAR, AUD, ‘000s)
$1,250 2018 2019
GROSS SALES/REVENUE
$1,000 944 PLATFORM SAAS 379 722
SERVICES/MARKETPLACE 1,508 1,218
$750 667 TOTAL GROSS SALES 1,887 1,940
534 REVENUE SHARE WITH PROVIDERS (123) (338)
$500 437 TOTAL REVENUE 1,764 1,602
$250 292 242 285 EXPENSES
CLOUD HOSTING
(496) (395)
137 EMPLOYEES AND CONTRACTORS (4,366) (4,602)
$0 OTHER EXPENSES (1,451) (1,187)
2018 H1
SAAS
2018 H2
(REVENUE)
2019 H1
SAAS (CLOSING ARR)
2019 H2 TAX, FINANCE INCOME, IPO
PROFIT/LOSS FOR PERIOD
158
(4,391)
(3,095)
(7,720)

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  1. OPENLEARNING ENDED ITS FREEMIUM MODEL IN MARCH 2019 AND RESTRUCTURED ITS OPERATIONS IN JULY 2019 TO INCREASE ITS FOCUS ON GROWING SAAS REVENUE AND TO REDUCE THE COSTS OF ITS SERVICES BUSINESS

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EXECUTING ON STRATEGY TO DELIVER GROWTH

ACQUISITION

CASE STUDY

  • → INCREASED SALES & MARKETING TEAM

  • BOARD APPOINTMENTS : DAVID BUCKINGHAM (EXNAVITAS) AND BEVERLEY OLIVER (EX-DEAKIN)

  • → SMALL CUSTOMERS CAN SELF REGISTER, PAY AND ONBOARD 100% ONLINE

EXPANSION

  • GROWING AVERAGE REVENUE PER USER THROUGH USAGE-BASED AGREEMENTS

  • → INTEGRATING AND BUNDLING ADDITIONAL VALUE-ADDED PRODUCTS AND SERVICES

  • → OPTIMISED ONBOARDING TO GROW USAGE

PARTNERSHIPS

  • → ENHANCING OPENLEARNING’S COMPETITVE ADVANTAGE IN AUSTRALIA

  • → DATA ANALYTICS AND INTEGRATIONS TO INCREASE STICKINESS

  • → SUPPORT CUSTOMERS’ LEARNER ACQUISITION STRATEGIES TO INCREASE THEIR ROI

INCREASING USAGE AT A TOP TIER UNI

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LEARNERS DISCOVER
AUSTRALIAN UNIVERSITY GREW FROM 10 COURSES AND 951 COURSE & PAY ONLINE
LEARNERS IN 2018 TO 25 COURSES AND 7,079 LEARNERS IN
2019. SCALABLE SALES
EDUCATION PROVIDERS CAN
AND
100% INCREASE IN SAAS FEES IN 1 YEAR SUBSCRIBE ONLINE
ONBOARDING
TAILORED ONBOARDING FOR
$60,000 UNIVERSITIES
10,000
$48,000
$50,000
7,079
7,500 $40,000 HIGH QUALITY COURSE
FROM TOP BRANDS
NETWORK
5,000 $24,000 $30,000 EFFECT
GLOBAL MARKETPLACE FOR
$20,000 ONLINE EDUCATION
2,500
951 $10,000
0 $0 SCALABLE CLOUD LEARNING PROPRIETARY
2018 2019 PLATFORM TECHNOLOGY
LEARNERS ARR
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AUSTRALIAN UNIVERSITY GREW FROM 10 COURSES AND 951 LEARNERS IN 2018 TO 25 COURSES AND 7,079 LEARNERS IN 2019.

100% INCREASE IN SAAS FEES IN 1 YEAR

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STELLAR BOARD OF DIRECTORS

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KEVIN BARRY

NON-EXECUTIVE CHAIRMAN

Kevin has over 24 years’ experience in law, property finance and funds management. Kevin has worked at leading firms KPMG, Blake Dawson, Norton Rose and Zurich Capital Markets. Kevin is currently MD of Thakral Capital Australia and the Chairman of ICS Global (ASX:ICS).

SPIRO PAPPAS

NON-EXECUTIVE DIRECTOR

Former executive general manager of Global Institutional Banking at NAB & CEO of Nab Asia. Spent over 13 years in London and NY, including 11 years with ABN AMRO where he managed a number of global businesses. Currently sits as Chairman of Atlas Iron (ASX:AGO) and Splitit Ltd (ASX:SPT).

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ADAM BRIMO EXECUTIVE DIRECTOR

Adam left Macquarie Group to found OpenLearning with fellow UNSW software engineer David Collien and renowned Prof Richard Buckland in 2012. Adam was recognised in Forbes 2017 30-under-30 in Asia Consumer Technology and has been added to the Pearcey Foundation Tech Entrepreneur Hall of Fame.

MAYA HARI

NON-EXECUTIVE DIRECTOR

A business leader with a proven track record across 2 decades of technology & digital lifestyle experience amassed at companies

such as Google, Conde Nast, Samsung, Microsoft & Cisco.

Maya is currently Twitter’s VP and MD for Asia Pacific & serves as the president of TiE in Singapore

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DAVID BUCKINGHAM NON-EXECUTIVE DIRECTOR

David has had an impressive career which includes senior roles at PWC, VirginMedia and iiNet. Most recently David was Group CEO and Managing Director of education company, Navitas (ASX:NVT), where he oversaw its $2.3B sale to private equity firm BGH Capital.

BEVERLEY OLIVER NON-EXECUTIVE DIRECTOR

Beverley brings significant education experience, leading innovations in digital education with her most recent role as Deputy Vice-Chancellor Education and Alfred Deakin Professor at Deakin University. Beverley has been recognised with numerous awards and is a Principal Fellow of UK’s Higher Education Academy.

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INDUSTRY-LEADING MANAGEMENT TEAM

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ADAM BRIMO, MANAGING DIRECTOR & GROUP CEO

  • B. Engineering (Software)/ B. Arts (Politics) from UNSW Sydney, honours at National ICT Australia

  • Past: Engineer/Analyst at Macquarie Bank, Senior Engineer at Westpac Institutional Bank, Forbes 30 under 30 Asia 2017 (Consumer Technology)

DAVID COLLIEN, CHIEF TECHNOLOGY OFFICER

  • B. Science (Computer Science, first class honours) and education PhD researcher at UNSW Sydney

  • Past: AI researcher at National ICT Australia, Teaching assistant at UNSW Sydney, Developer at the Adaptive eLearning Research Group

HUAT KOH, CHIEF FINANCIAL OFFICER

  • B. Commerce (Accounting) from UNSW Sydney

  • Past: Head of Finance at Parkson Retail Asia Ltd (SGX listed) and Head of Finance at Mulpha International

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CHERIE DIAZ, MANAGING DIRECTOR, AUSTRALIA

  • B. Teaching/B. Arts from ACU, M. Arts (History) from Macq Uni, M. Arts (Education) from UTS

  • Past: Head of Education Delivery at AICD, Director Customer Success at Scentia, Head of College at Study Group

SARVEEN KANDIAH, MANAGING DIRECTOR, MALAYSIA

  • B. Science (Finance) from Indiana University’s Kelley School of Business

  • Past: Manager at CIMB Group, VP Investments at Malayan Traders Capital

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DISCLAIMER

This presentation has been prepared by OpenLearning ( The Company ). It does not purport to contain all the information that a prospective investor may require in connection with any potential investment in the Company. You should not treat the contents of this presentation, or any information provided in connection with it, as financial product advice or advice relating to legal, taxation or investment matters.

This presentation and the information contained herein and all electronic and/or hard copy documentation which comprise it are being provided to you solely for your information and may not be copied, reproduced, distributed, disclosed or published, in whole or in part, to any other person for any purpose whatsoever at any time without the prior written consent of the Company. This presentation is not an offer to any person nor is it a prospectus.

The Company has prepared this document based on information available to it at the time of preparation. No representation or warranty (whether express or implied) is made by the Company or any of their officers, advisers, agents or employees as to the accuracy, completeness or reasonableness of the information, statements, opinions or matters (express or implied) arising out of, contained in or derived from this presentation or provided in connection with it, or any omission from this presentation, nor as to the attainability of any estimates, forecast or projections set out in this presentation.

This presentation is not investment or financial product advice (nor tax, accounting or legal advice) and is not intended to be used for the basis of making an investment decision. The information contained in this presentation has been prepared without taking into account the objectives, financial situation or needs of individuals.

This presentation is provided expressly on the basis that you will carry out your own independent inquiries into the matters contained in the presentation and make your own independent decisions about the affairs, financial position or prospects of the Company. The Company reserves the right to update, amend or supplement the information at any time in their absolute discretion (without incurring any obligation to do so).

The Company, nor their related bodies corporate, officers, their advisers, agents and employees accept any responsibility or liability to you or to any other person or entity arising out of this presentation including pursuant to the general law (whether for negligence, under statute or otherwise), or under the Australian Securities and Investments Commission Act 2001, Corporations Act 2001 (Cth), competition and any such responsibility or liability is, to the maximum extent permitted by law, expressly disclaimed and excluded.

Nothing in this material should be construed as either an offer to sell or a solicitation of an offer to buy or sell securities. It does not include all available information and should not be used in isolation as a basis to invest in the Company.

This presentation contains reference to certain intentions, expectations, future plans, strategy and prospects of the Company.

Those intentions, expectations, future plans, strategy and prospects may or may not be achieved. They are based on certain assumptions, which may not be met or on which views may differ and may be affected by known and unknown risks. The performance and operations of the Company may be influenced by a number of factors, many of which are outside the control of the Company. No representation or warranty, express or implied, is made by the Company, or any of their directors, officers, employees, advisers or agents that any intentions, expectations or plans will be achieved either totally or partially or that any particular rate of return will be achieved.

Given the risks and uncertainties that may cause the Company actual future results, performance or achievements to be materially different from those expected, planned or intended, recipient’s should not place undue reliance on these intentions, expectations, future plans, strategy and prospects. The Company does not warrant or represent that the actual results, performance or achievements will be as expected, planned or intended.

This document does not constitute any part of any offer to sell, or the solicitation of any offer to buy, any securities in the United States or to, or for the account or benefit of any “US person” as defined in Regulation S under the US Securities Act of 1993 (Securities Act). The Company shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to any US person without being so registered or pursuant to an exemption from registration including any exemption for qualified institutional buyers.

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QUESTIONS

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BUSINESS OF THE MEETING

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Resolution 1 – Adoption of Remuneration Report

“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.”

For Against Abstain/Excluded
25,808,724 0 11,117,929

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

“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.”

For Against Abstain/Excluded
36,502,760 7,200 416,666

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

“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.”

For Against Abstain/Excluded
36,926,653 0 0

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

  • “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.”

For Against Abstain/Excluded
36,926,653 0 0

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Resolution 5 – Appointment of Auditor

“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.”

For Against Abstain/Excluded
34,793,492 0 2,133,161

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Resolution 6 – Approval of 10% Placement Capacity

“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.”

For Against Abstain/Excluded
27,804,668 9,081,169 40,816

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