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	Spiro Pappas
Date of last notice	16 December 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	Direct and indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Nicollete Harper (wife of Mr Pappas)
Date of change	N/A
No. of securities held prior to change	Spiro Pappas • 958,333 Fully Paid Ordinary Shares Nicollete Harper • 2,720,758 Fully Paid Ordinary Shares
Class	N/A
Number acquired	N/A
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	N/A

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	Spiro Pappas • 958,333 Fully Paid Ordinary Shares Nicollete Harper • 2,720,758 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
Nature of interest	Subject to Shareholder approval, allotment of 1,000,000 Unlisted Options as follows: • 1,000,000 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 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)	Spiro Pappas (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, 1,000,000 Unlisted Options
Interest disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Nil consideration
Interest after change	1,000,000 Unlisted Options (refer to terms and conditions above)

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Part 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.

01/01/2011 Appendix 3Y Page 3