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OPENLEARNING LIMITED — Director's Dealing 2025
Sep 28, 2025
65492_rns_2025-09-28_2519ec5d-ce15-4d21-8366-f397447d752d.pdf
Director's Dealing
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Appendix 3Y – Rupesh Singh
Sydney, Australia, 29 September 2025: OpenLearning Limited (ASX: OLL), the AI powered SaaS platform for lifelong learning (‘ OpenLearning’ or ‘ Company’ ) attaches an Appendix 3Y in respect of a change in the indirect interests held by Non-Executive Director, Rupesh Singh, following an on-market purchase of OLL shares through ECA Investments Group Pty Ltd, as detailed in the attached Appendix 3Y.
The on-market purchases for the 15 and 16 September 2025 were discovered in the process of preparing the Appendix 3Y for the subsequent September 2025 trades. The on-market purchases were not notified to the market via an Appendix 3Y within the requisite timeframe under Listing Rule 3.19A due to an administrative oversight.
Although tracking was implemented through the Company’s Registry Platform, as the holding was from a new related party, the Company did not receive notification. As such, the Company has requested direct contract notes from the broker of the subject Director to ensure compliance with Listing Rule 3.19A.
The Company considers that it has adequate arrangements in place to ensure compliance with Listing Rule 3.19A. All Directors will be re-briefed at the forthcoming board meeting on their obligations pertaining to their dealings in the Company’s securities (either personally or through an associate) and the Company’s continuous disclosure obligations specifically under Listing Rules 3.19A and 3.19B.
Ends.
Authorised by:
Sally Greenwood Joint Company Secretary
OpenLearning Limited (ASX: OLL) ACN 635 890 390 • Phone: +61 2 8294 9686 • Web: www.openlearning.com Address: The Cooperage, Level 2, Suite 9, 56 Bowman Street, Pyrmont, NSW 2009
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Stay up to date with OpenLearning news as it happens:
Visit the Investor section of the OpenLearning website at: https://investors.openlearning.com/ There you can download the Company’s Prospectus and see recent ASX Announcements and press coverage.
In addition to signing up for OpenLearning news directly from the Company, we also encourage shareholders to register to receive electronic communications from our share registry, Automic. To sign up for e-communications from Automic, please visit https://www.automicgroup.com.au/.
Thanks for your ongoing support. We look forward to sharing OpenLearning news with you.
For further information, please contact:
Investor Relations
Company Investor Relations Maria Clemente/ Sally Greenwood Matthew Reede Company Secretary Dominion Partners P: +61 2 8072 1426/ +61 2 8072 1431 P: +61 414 483 054 E: [email protected] E: [email protected]
About OpenLearning
OpenLearning is an Artificial Intelligence (AI) powered SaaS platform for lifelong learning.
The platform enables education providers to manage all aspects of online learning, harnessing the power of Generative AI to streamline course design, content authoring and education delivery for short courses, micro-credentials and online degrees.
OpenLearning is a trusted partner to more than 220 leading education providers, who have delivered tens of thousands of courses to over 3.5 million learners through its platform.
With a strong position in the Australian and Malaysian higher education sectors, and a growing presence in Indonesia and India, OpenLearning is revolutionising the way education is accessed and delivered globally.
To learn more, please visit: https://solutions.openlearning.com/
OpenLearning Limited (ASX: OLL) ACN 635 890 390 • Phone: +61 2 8294 9686 • Web: www.openlearning.com Address: The Cooperage, Level 2, Suite 9, 56 Bowman Street, Pyrmont, NSW 2009
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 | 23 September 2025 |
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. |
ECA Investments Group Pty Ltd (atf the ECA Investments Group Trust) (ECA) Mr Singh is a Director of ECA Investments Group Pty Ltd and a beneficiary of the ECA Investments Group Trust. |
| Date of change | (c) (i) 15 September 2025 (ii) 16 September 2025 (iii) 19 September 2025 (iv) 22 September 2025 (v) 23 September 2025 (vi) 25 September 2025 |
| No. of securities held prior to change | ECA Investments Group Pty Ltd (atf the ECA Investments Group Trust) (ECA) (a) 208,505,630 Fully Paid Ordinary Shares ECA Investments Group Pty Ltd (b) 36,379,929 Fully Paid Ordinary Shares Aria Assets Superfund Pty Ltd (atf R & A Singh Superfund A/C) (c) 2,309,322 Fully Paid Ordinary Shares |
- See chapter 19 for defined terms.
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Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| Class | Fully Paid Ordinary Shares |
|---|---|
| Number acquired | (c) (i) 318,539 (ii) 1,244,329 (iii) 1,500,000 (iv) 1,332,627 (v) 2,395,445 (vi) 600,000 being a total of 7,390,940 |
| Number disposed | N/A |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Price per Share ranged from $0.018 to $0.02, (with an average Price per Share of $0.019 and total consideration paid $146,128.26) |
| No. of securities held after change | ECA Investments Group Pty Ltd (atf the ECA Investments Group Trust) (ECA) (a) 215,896,570 Fully Paid Ordinary Shares ECA Investments Group Pty Ltd (b) 36,379,929 Fully Paid Ordinary Shares Aria Assets Superfund Pty Ltd (atf R & A Singh Superfund A/C) (c) 2,309,322 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 |
On-Market Purchase |
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 | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| Date of change | N/A |
- See chapter 19 for defined terms.
01/01/2011
Appendix 3Y Page 2 ME_211884830_1
Appendix 3Y Change of Director’s Interest Notice
| 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 | N/A |
| Interest disposed | N/A |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A |
| Interest after change | N/A |
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.
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Appendix 3Y Page 3