OPENLEARNING LIMITED — Director's Dealing 2023

Aug 14, 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	18 635 890 390

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	Rupesh Singh
Date of last notice	5 May 2023

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	ECA Investments Group Pty Ltd (atf the ECA
(including registered holder)	Investments Group Trust) (ECA)
Note: Provide details of the circumstances giving rise to the relevant
interest.
	Mr Singh is a Director of ECA Investments Group
	Pty Ltd and a beneficiary of the ECA Investments
	Group Trust
Date of change	9 August 2023
No. of securities held prior to change	ECA
	53,305,946 Fully Paid Ordinary Shares
Class	Fully Paid Ordinary Shares
Number acquired	36,379,929
Number disposed	N/A
Value/Consideration	$982,258.08
Note: If consideration is non-cash, provide details and estimated
valuation

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	89,685,875
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back	Off market transfer from Alchemy TribridgeSapphire Pty Ltd to ECA as announced to the ASXon 2 May 2023. Refer to the Notice of GeneralMeeting lodged with the ASX on 30 June 2023 forfurther information.

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	Detail of contract	ECA Investments Group Pty Ltd (atf the ECA InvestmentsGroup Trust) (‘ECA’) entered into a conditional share saleagreement with Alchemy Tribridge Sapphire Pty Ltd(‘Alchemy’) to acquire Alchemy’s 13.58% shareholding inOpenLearning.The share sale agreement was conditional and effective onshareholder approval under item 7 of section 611 of theCorporations Act.	ECA Investments Group Pty Ltd (atf the ECA InvestmentsGroup Trust) (‘ECA’) entered into a conditional share saleagreement with Alchemy Tribridge Sapphire Pty Ltd(‘Alchemy’) to acquire Alchemy’s 13.58% shareholding inOpenLearning.The share sale agreement was conditional and effective onshareholder approval under item 7 of section 611 of theCorporations Act.	ECA Investments Group Pty Ltd (atf the ECA InvestmentsGroup Trust) (‘ECA’) entered into a conditional share saleagreement with Alchemy Tribridge Sapphire Pty Ltd(‘Alchemy’) to acquire Alchemy’s 13.58% shareholding inOpenLearning.The share sale agreement was conditional and effective onshareholder approval under item 7 of section 611 of theCorporations Act.	ECA Investments Group Pty Ltd (atf the ECA InvestmentsGroup Trust) (‘ECA’) entered into a conditional share saleagreement with Alchemy Tribridge Sapphire Pty Ltd(‘Alchemy’) to acquire Alchemy’s 13.58% shareholding inOpenLearning.The share sale agreement was conditional and effective onshareholder approval under item 7 of section 611 of theCorporations Act.
	Nature of interest		ECA Investments Group Pty LimitedMr Singh is a Director of ECA Investments Group Pty Ltd anda beneficiary of the ECA Investments Group Trust which is apartyto the conditional share sale agreement.
	Name of registered holder(if issued securities)		ECA Investments Group Pty Limited to be the registeredholder of the securities on completion of the share saleagreement.
	Dat	e of change	9 Au	gust 2023
	No.	and class of securities to which	36,37	9,929 Fully Paid	Ordinary Shares
	interest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed
	Interest acquired		N/A
	Interest disposed		Refer to acquisition in Part 1. ECA has ceased to have aninterest in the share sale agreement following thecompletion of the share sale agreement with Alchemy on 9August 2023.36,379,929 FullyPaid OrdinaryShares
	Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation		$982,258.08
	Interest after change		Nil

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed N/A above traded during a[+] closed period where prior written clearance was required?

• See chapter 19 for defined terms.

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01/01/2011

Appendix 3Y Change of Director’s Interest Notice

If so, was prior written clearance provided to allow the tradeto proceed during this period?	N/A
If prior written clearance was provided, on what date was thisprovided?	N/A

• See chapter 19 for defined terms.

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