OPENLEARNING LIMITED — Director's Dealing 2023

May 4, 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	8 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	Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	ECA Investments Group Pty LimitedMr Singh is a Director of ECA Investments GroupPty Ltd and a beneficiary of the ECA InvestmentsGroup Trust
Date of change	N/A
No. of securities held prior to change	ECA Investments Group Pty Limited53,305,946 Fully Paid Ordinary Shares
Class	N/A
Number acquired	N/A
Number disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation	N/A
No. of securities held after change	ECA Investments Group Pty Limited53,305,946 Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1 ME_209361079_1

Appendix 3Y Change of Director’s Interest Notice

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

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	ECA Investments Group Pty Ltd (atf the ECA InvestmentsGroup Trust) (‘ECA’) has 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 is 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 aparty to 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.
Date of change	1 May 2023
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract in relationto which the interest has changed	N/A
Interest acquired	36,379,929 Fully Paid Ordinary Shares are to be acquiredunder the share sale agreement, subject to shareholderapproval under item 7 of section 611 of the Corporations Act.
Interest disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and anestimated valuation	$982,258.08
Interest after change	36,379,929 Fully Paid Ordinary Shares

Part 3 –[+] Closed period

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required?	N/A
If so, was prior written clearance provided to allow thetrade to proceed during this period?	N/A
If prior written clearance was provided, on what date wasthis provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3 ME_209361079_1