OPENLEARNING LIMITED — Director's Dealing 2023

Dec 6, 2023

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	OpenLearning Limited
ABN	635 890 390

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Adam Brimo
Date of last notice	18 November 2022

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Strong Alliance Pty Ltd **A/C> Mr. Brimo is a director of Strong Alliance Pty Ltd and a beneficiary of Day Day Up Superfund A/C.
Date of change	N/A
No. of securities held prior to change	Adam Brimo 6,631,117 Fully Paid Ordinary Shares Melissa Ran 126,358 Fully Paid Ordinary Shares Strong Alliance Pty Ltd 210,000 Fully Paid Ordinary Shares
Class	N/A
Number acquired	N/A
Number disposed	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	N/A
No. of securities held after change	Adam Brimo 6,631,117 Fully Paid Ordinary Shares Melissa Ran 126,358 Fully Paid Ordinary Shares Strong Alliance Pty Ltd 210,000 Fully Paid Ordinary Shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	N/A – please refer to Part 2 for change in interests in contracts

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract

Director Long-Term Incentive Grant

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Nature of interest	Subject to Shareholder approval, allotment of 4,000,000 Performance Rights and 2,000,000 Unlisted Options as follows: • 4,000,00 Performance Rights: o All Performance Rights will be subject to a three year vesting period and expire after 5 years; o Performance Rights to vest into an equal number of fully paid ordinary shares for nil consideration; and o Performance Rights to vest in three trenches: ▪ Tranche 1 (400,000 rights) ▪ Meeting individual performance standard; and ▪ Company meets EBITDA target for the period as approved by the board o Tranche 2 (1,600,000 rights) ▪ Participate meeting individual performance standard; ▪ Company meets EBITDA target for the period as approved by the board; and ▪ Share price target: $0.06 o Tranche 3 (2,000,000 rights) ▪ Participate meeting individual performance standard; ▪ Company meets EBITDA target for the period as approved by the board; and ▪ Share price target: $0.12 • 2,000,000 Options: o Options to exercise into an equal number of fully paid ordinary share on conversion; o Exercise price $0.05; o No vesting period; and o Expiry date is five years from the date of issue In the event of a change of control or change of ownership, any unvested Performance Rights or unexercised Options will be cancelled. Further details of the proposed grants will be set out in the Notice of Meeting of the relevant Shareholder meeting.
Name of registered holder (if issued securities)	Adam Brimo (or his nominee)
Date of change	30 November 2023
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	Subject to Shareholder approval being obtained: • 4,000,000 Performance Rights; and • 2,000,000 Unlisted Options
Interest disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Nil consideration

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Interest after change	• 4,000,000 Performance Rights (please refer to terms and vesting conditions above); and • 2,000,000 Unlisted Options (please refer to terms and vesting conditions above)

Part 3 –[+] Closed period

art 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011