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OPENLEARNING LIMITED Proxy Solicitation & Information Statement 2026
65492_rns_2026-04-26_333f0296-dbfd-44a8-97ad-7ec590ac1341.pdf
Proxy Solicitation & Information Statement
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OpenLearning Limited
The Cooperage, Level 2,
Suite 9, 56 Bowman Street,
Pyrmont, NSW 2009
ACN: 635 890 390
[email protected]
www.openlearning.com
OpenLearning Limited
Notice of 2026 Annual General Meeting
Explanatory Statement | Proxy Form
Wednesday 27 May 2026
2.00pm AEST
Meeting held at
Education Centre of Australia
Level 10
160 Sussex Street
Sydney
NSW 2000
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
Contents
Venue and Voting Information 2
Notice of Annual General Meeting – Agenda and Resolutions 4
Notice of Annual General Meeting – Explanatory Statement 8
Glossary 16
Proxy Form Attached
Appendix A – Key Terms of Performance Rights and Options Plan Attached
Important Information for Shareholders about the Company's 2026 AGM
This Notice is given based on circumstances as at 24 April 2026. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company's website at www.openlearning.com. Shareholders are urged to monitor the ASX announcements platform and the Company's website.
Venue and Voting Information
The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 2.00PM (AEST) on Wednesday, 27 May 2026 at Education Centre of Australia, Level 10, 160 Sussex Street Sydney NSW 2000.
Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.
Questions must be submitted in writing to [email protected] at least 48 hours before the AGM.
The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.
Your vote is important
The business of the Annual General Meeting affects your shareholding and your vote is important.
Voting in person
To vote in person, attend the Annual General Meeting on the date and at the place set out above.
Voting by proxy
To vote by proxy, please use one of the following methods:
| Online | Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. |
|---|---|
| By post | Automic, GPO Box 5193, Sydney NSW 2001 |
| By hand | Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 |
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
By email
Completing the enclosed Proxy Form and emailing it to: [email protected]
Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.
Power of Attorney
If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.
Corporate Representatives
If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.
3
Notice of Annual General Meeting
Notice is hereby given that an Annual General Meeting of Shareholders of OpenLearning Limited ACN 635 890 390 will be held at 2.00PM (AEST) on Wednesday, 27 May 2026 at Education Centre of Australia, Level 10, 160 Sussex Street Sydney NSW 2000 (Meeting).
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7.00PM (AEST) on Monday, 25 May 2026.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
Agenda
Ordinary business
Financial statements and reports
"To receive and to consider the Annual Financial Report of the Company for the financial year ended 31 December 2025 together with the declaration of the Directors, the Directors' Report, the Remuneration Report and the Auditor's Report for the financial year ended 31 December 2025."
Note: This item of ordinary business is for discussion only and is not a resolution.
Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.
Resolutions
Remuneration Report
1. Resolution 1 – Adoption of Remuneration Report
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's Annual Financial Report for the financial year ended 31 December 2025."
Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion Statement: In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company's key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report (KMP), or any of that person's Closely Related Parties (such as close family members and any controlled companies of those persons)
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
(collectively referred to as Restricted Voter). However, the Company need not disregard a vote if:
(a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and
(b) it is not cast on behalf of a Restricted Voter.
If you appoint the person chairing the Meeting (Chair) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote "against", or to abstain from voting on, this Resolution.
Re-election of Directors
- Resolution 2 – Re-election of Mr Spiro Pappas as Director
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"That Mr Spiro Pappas, a Director who retires by rotation in accordance with the Company's Constitution and ASX Listing Rule 14.5, and being eligible offers himself for re-election as a Director of the Company, effective immediately."
Adoption of the Incentive Performance Rights and Option Plan
- Resolution 3 – Adoption of the Incentive Performance Rights and Option Plan
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"That, for the purposes of ASX Listing Rule 7.2 (exception 13(b)), and for all other purposes including Section 259B and 260C of the Corporation Act 2001 (Cth), the Shareholders of the Company approve the adoption of the Incentive Performance Rights and Option Plan, pursuant to which the Company may issue up to a maximum of 39,100,323 Performance Rights and/or Unlisted Options, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting."
Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:
(a) a person who is eligible to participate in the Performance Rights and Option Plan; or
(b) an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 3 by:
(i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
(ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
- the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
- the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 3 if:
(a) the proxy is either:
(i) a member of the Company's Key Management Personnel; or
(ii) a closely related party of a member of the Company's Key Management Personnel; and
(b) the appointment does not specify the way the proxy is to vote on the resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company's Key Management Personnel.
ASX Listing Rule 7.1A (Additional 10% Capacity)
4. Resolution 4 – ASX Listing Rule 7.1A Approval of Future Issue of Securities
To consider and, if thought fit, to pass the following resolution as a Special Resolution:
"That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting."
Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:
(a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
(b) an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 4 by:
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
(i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
- the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
- the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
BY ORDER OF THE BOARD
Justyn Stedwell
Company Secretary
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
Explanatory Statement
This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 2.00PM (AEST) on Wednesday, 27 May 2026 at Education Centre of Australia, Level 10, 160 Sussex Street Sydney NSW 2000 (Meeting).
The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.
If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.
Full details of the business to be considered at the Annual General Meeting are set out below.
Agenda
Ordinary business
Financial statements and reports
In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 31 December 2025 together with the declaration of the Directors, the Director's Report, the Remuneration Report and the Auditor's Report.
In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company's Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.
Whilst the Company will not provide a hard copy of the Company's Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at www.openlearning.com.
No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.
The Company's auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the:
- Conduct of the audit;
- Preparation and content of the Auditor's Report;
- Accounting policies adopted by the Company in relation to the preparation of the financial statements; and
- Independence of the auditor in relation to the conduct of the audit.
Written questions of the auditor
If you would like to submit a written question about the content of the Auditor's Report or the conduct of the audit of the Annual Financial Report of the Company's auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.
Please note that all written questions must be received at least five business days before the Meeting, which is by Wednesday, 20 May 2026.
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
Resolutions
Remuneration Report
Resolution 1 – Adoption of Remuneration Report
In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company's Annual Financial Report.
The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company's Annual Financial Report and is also available on the Company's website at www.openlearning.com.
However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2027 Annual General Meeting (2027 AGM), the Company will be required to put to the vote a resolution (Spill Resolution) at the 2027 AGM to approve the calling of a further meeting (Spill Meeting). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2027 AGM. All of the Directors who were in office when the 2026 Directors' Report was approved, other than the Managing Director, will (if desired) need to stand for re-election at the Spill Meeting.
The Remuneration Report explains the Board's policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.
Voting
Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair's stated intention to vote in favour of Resolution 1.
Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.
Directors' Recommendation
The Board is not making a recommendation for recommend that Shareholders vote for this Resolution. The Chair intends to vote all undirected proxies in favour of this Resolution.
Re-election of Director
Resolution 2 – Re-election of Mr Spiro Pappas as Director
The Company's Constitution requires that at the Company's Annual General Meeting, one third of the Directors shall retire from office. The retiring Directors must not be a Managing Director. The Directors to retire at the Annual General Meeting are those who have been in office the longest since their last election.
ASX Listing Rule 14.5 also provides that an entity which has Directors must hold an election of Directors at each Annual General Meeting.
Mr Spiro Pappas was appointed a Director of the Company on 30 August 2019 and was last re-elected as a Director at the 2024 AGM and is due for re-election at this Annual General Meeting.
Mr Spiro Pappas is a business leader with over 30 years of experience predominantly in the
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
financial services industry. Since leaving NAB in July 2018, Spiro has served on a number of boards. In addition to his role at OpenLearning, Spiro is currently the Chairman of Atlas Iron, Cognian Technologies (IoT Proptech) and Go Zero Group.
At NAB, Spiro performed several leadership roles including Executive General Manager of Global Institutional Banking, CEO of Asia and Executive General Manager of International and Innovation.
Prior to NAB, Spiro worked in Sydney, London and New York with Deutsche Bank and then over 11 years in London with ABN AMRO/RBS where he managed a number of global businesses including Debt Capital Markets, Client Coverage for Financial Institutions and Corporate Finance and Advisory.
Spiro has also served as the Chair of OpenInvest (Wealthtech), a NED of DataMesh Group (Payment Fintech), on the Advisory Board of both the Australia China Business Council and the Australia Japan Business Cooperation Council and was a Board Member of the European Australian Business Council. Spiro was also a member of a taskforce advising the Federal Government on how to enable the SME sector for the digital age.
If re-elected, the Board does consider that Mr Spiro Pappas will be an independent director.
Directors' Recommendation
The Directors (excluding Mr Spiro Pappas) recommend that Shareholders vote for this Resolution.
The Chair intends to vote all undirected proxies in favour of this Resolution.
Adoption of the Incentive Performance Rights and Option Plan
Resolution 3 - Adoption of the Incentive Performance Rights and Option Plan.
Background
Resolution 3 seeks Shareholder approval for the adoption of the Company's Performance Rights and Option Plan titled "Incentive Performance Rights and Option Plan" (Plan) and for the issue of up to a maximum of 39,100,323 Options and/or Performance Rights under the Plan during the three-year period following approval in accordance with Listing Rule 7.2 (for the purposes of exception 13). The Board is committed to incentivising and retaining the Company's Directors, employees and contractors in a manner which promotes alignment of their interests with Shareholder interests. Additionally, the Board considers equity-based compensation an integral component of the Company's remuneration platform as it allows it to be fiscally prudent by conserving cash resources while still enabling it to offer market-competitive remuneration arrangements.
The Plan will enable employees, Directors or such other persons as the Board should deem fit, to receive Options to acquire Shares in the Company and Performance Rights.
A summary of the key terms of the Plan is set out in Annexure A, and a copy of the rules of the Plan is available upon request from the Company.
ASX Listing Rules
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its Shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.
If this Resolution is approved by Shareholders for all purposes under the Corporations Act and the ASX Listing Rules, including ASX Listing Rule 7.2 (exception 13(b)), it will have the effect of enabling the securities issued by the Company under the Plan to be automatically excluded from the
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
formula to calculate the number of securities which the Company may issue in any 12 month period using Listing Rule 7.1 (15% capacity) during the next three year period.
For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Performance Rights or Options under the Plan to a related party or a person whose relationship with the company or the related party is, in ASX's opinion, such that approval should be obtained.
If this Resolution is not passed, the Company will be able to proceed with the issue of Performance Rights and Options under the Plan to eligible participants, but any issues of Performance Rights or Options will reduce, to that extent, the Company's capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue of the Performance Rights or Options.
Technical information required by Listing Rule 7.2 (Exception 13)
Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation this Resolution:
(a) a summary of the key terms and conditions of the Plan is set out in Annexure A;
(b) The Company previously had the Plan approved by shareholders at the 2023 Annual General Meeting. The Company has issued 11,530,000 Performance Rights and 2,000,000 Unlisted Options in the past 3 years;
(c) the maximum number of Securities proposed to be issued under the Plan, following Shareholder approval, is 39,100,323 Securities. It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately.
Directors Recommendation
The Board of Directors recommend that Shareholders vote for this Resolution.
The Chair intends to vote all undirected proxies in favour of this Resolution.
ASX Listing Rule 7.1A
Resolution 4 – ASX Listing Rule 7.1A Approval of Future Issue of Securities
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.
Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to add an additional 10% capacity.
An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation less than the amount prescribed by ASX (currently $300 million).
As of the date of this Notice of Meeting, the Company has a market capitalisation of approximately $18 million and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
This Resolution seeks Shareholder approval by way of a special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval.
If this Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.
Information Required by ASX Listing Rule 7.3A
The following information is provided to Shareholder for the purposes of Listing Rule 7.3A.
Period for which the approval will be valid
An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:
(a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained;
(b) the time and date of the entity's next annual general meeting; and
(c) the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).
Minimum price at which the equity securities may be issued under Listing Rule 7.1A
Any equity securities issued under Listing Rule 7.1A.2 must be an existing quoted class of the Company's equity securities and issued for cash consideration.
The issue price per equity security must not be less than 75% of the volume weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:
(a) the date on which the price at the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and
(b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued.
Purposes for which the funds raised by an issue of equity securities under Listing Rule 7.1A may be used
As noted above, any equity securities issued under Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.
As at the date of this Notice, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period, if Shareholders approve this Resolution. However, if Shareholders approved this Resolution and the Company did raise funds from the issue of equity securities under Listing Rule 7.1A, based on the Company's existing plans, the Company considers that the funds may be used for working capital, platform and product development, marketing or possibly as cash consideration for acquisition of new assets.
Risk of economic and voting dilution to existing ordinary Securityholders
If this Resolution is approved, and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders' economic and voting power in the Company will be diluted.
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
There is a risk that:
(a) the market price for the Company's equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A; and
(b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company's equity securities on the issue date;
which may have an effect on the amount of funds raised by the issue of equity securities under Listing Rule 7.1A.
The table below shows the potential dilution of existing Securityholders on the basis of 3 different assumed issue prices and values for the variable "A" in the formula in rule 7.1A.2:
| Variable "A" ASX Listing Rule 7.1A.2 | Potential Dilution and Funds Raised | |||
|---|---|---|---|---|
| $0.0125 | ||||
| 50% decrease in | ||||
| issue price | $0.025 | |||
| issue price(b) | $0.05 | |||
| 100% increase | ||||
| in issue price | ||||
| "A" is the number of | ||||
| shares on issue,(a) being | 10% voting | |||
| dilution(c) | 78,200,647 | 78,200,647 | 78,200,647 | |
| 782,006,466 Shares | Funds raised | $977,508 | $1,955,016 | $3,910,032 |
| "A" is a 50% increase in | ||||
| shares on issue, being | 10% voting | |||
| dilution(c) | 117,300,970 | 117,300,970 | 117,300,970 | |
| 1,173,009,699 Shares | Funds raised | $1,466,262 | $2,932,524 | $5,865,048 |
| "A" is a 100% increase in | ||||
| shares on issue, being | 10% voting | |||
| dilution(c) | 156,401,293 | 156,401,293 | 156,401,293 | |
| 1,564,012,932 Shares | Funds raised | $1,955,016 | $3,910,032 | $7,820,065 |
Notes:
(a) Based on the total number of fully paid ordinary Shares on issue as at 14 April 2026.
(b) Based on the closing price of the Company's Shares on ASX as at 14 April 2026.
(c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under Listing Rule 7.1A.
(d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under Listing Rule 7.1A based on that Shareholder's holding at the date of this Explanatory Statement.
(e) The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company's 15% placement capacity under Listing Rule 7.1.
Allocation policy for issues under Listing Rule 7.1A
The Company's allocation policy and the identity of the allottees of equity securities under Listing Rule 7.1A will depend on a number of factors, including:
(a) the Company's intentions in relation to the possible issue of equity securities (for cash consideration) during the Listing Rule 7.1A mandate period;
(b) the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan);
(c) the potential effect on the control of the Company;
(d) the Company's financial position and the likely future capital requirements; and
(e) advice from the Company's corporate or financial advisors.
Based on the Company's historical cashflow reports and capital raising activities in the past 12 months, the Company considers that it may raise funds during the Listing Rule 7.1A mandate period, although this cannot be guaranteed. As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Securityholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues,
OpenLearning Limited | Annual General Meeting - Notice of Meeting and Explanatory Statement
or the time frame in which the issues could be made.
Subject to the requirements of the Listing Rules and the Corporations Act, the Board of Directors reserve the right to determine at the time of any issue of equity securities under Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.
If and when the determination is made to proceed with an issue of equity securities during the Listing Rule 7.1A mandate period, details regarding the allottees and purposes of issue will be disclosed pursuant to the Company's obligations under Listing Rules 3.10.3 and 7.1A.4.
Offers made under Listing Rule 7.1A may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders of the Company, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities.
Issue or agreement to issue equity securities under Listing Rule 7.1A in the 12 months prior to AGM
The Company has issued or agreed to issue equity securities under Listing Rule 7.1A.2 in the 12 months preceding the AGM. Details of these issues or agreements to issue are set out in the table below:
| Number/Class of equity securities issued | Terms of the securities issued | Price and discount to closing market price on the date of issue (if any) or agreement to issue | Consideration details | Allottees of the Securities | |
|---|---|---|---|---|---|
| Issued on 14 October 2025 | |||||
| 48,280,797 Fully Paid Ordinary Shares | Shares issued under the Placement to institutional and other sophisticated investors | Issue price of 2.2 cents ($0.022) per share, representing a discount of 31.25% to the closing price of $0.032 on 14 October 2025. | Cash consideration of approximately $1.062m (before costs). Proceeds have been used for sales and marketing, new product development and working capital. | Institutional and other sophisticated investors identified by the lead manager of the Placement, MST Financial Services Pty Ltd. | |
| Total equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months prior to AGM. | 48,280,797 | ||||
| Percentage that “A” represents based on the total number of equity securities on issue at the commencement of that 12 month period (fully diluted) | 10.78% |
This Resolution is a Special Resolution. For a Special Resolution to be passed, at least 75% of the votes validly cast on the resolution by Shareholders (by number of ordinary shares) must be in favour of this Resolution.
Directors' Recommendation
The Board of Directors recommend that Shareholders vote for this Resolution.
The Chair intends to vote all undirected proxies in favour of this Resolution.
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
Enquiries
Shareholders are asked to send an email to [email protected] if they have any queries in respect of the matters set out in this Notice of Meeting.
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
Glossary
AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.
Annual Financial Report means the 2025 Annual Report to Shareholders for the period ended 31 December 2025 as lodged by the Company with ASX on 31 March 2026.
Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company's members convened by this Notice of Meeting.
ASIC means Australian Securities and Investment Commission.
Associate has the meaning given to it by the ASX Listing Rules.
ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.
ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.
Auditor's Report means the auditor's report of Hall Chadwick dated 31 March 2026 as included in the Annual Financial Report.
Board means the current board of Directors of the Company.
Business Day means a day on which trading takes place on the stock market of ASX.
Chair means the person chairing the Meeting.
Closely Related Party of a member of the KMP means:
(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependant of the member or of the member's spouse;
(d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the Company;
(e) a company the member controls; or
(f) a person prescribed by the Corporation Regulations 2001 (Cth).
Company means OpenLearning Limited ACN 635 890 390.
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.
Director means a current director of the Company.
Directors' Report means the report of Directors as included in the Annual Financial Report.
Dollar or “$” means Australian dollars.
Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.
Incentive Performance Rights and Options Plan or the Plan means the employee incentive plan entitled 'Incentive Performance Rights and Options Plan' for which Shareholder approval is being sought for the adoption of under Resolution 3 of the Notice of Meeting,
KMP means key management personnel (including the Directors) whose remuneration details are
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
included in the Remuneration Report.
Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 24 April 2026 including the Explanatory Statement.
Option means an option which, subject to its terms, could be exercised into a Share.
Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.
Performance Right means a performance right which, subject to its terms, could convert to a Share.
Proxy Form means the proxy form attached to this Notice of Meeting.
Remuneration Report means the remuneration report as set out in the Annual Financial Report.
Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.
Restricted Voter means a member of the Company's KMP and any Closely Related Parties of those members.
Securities mean Shares and/or Options (as the context requires).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
Share Registry means Automic Pty Ltd.
Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.
Spill Meeting means the meeting that will be convened within 90 days of the 2027 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2027 AGM.
Spill Resolution means the resolution required to be put to Shareholders at the 2027 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2027 AGM.
Trading Day has the meaning given to that term in ASX Listing Rule 19.12.
VWAP means the volume weighted average market (closing) price, with respects to the price of Shares.
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
Annexure A – Incentive Performance Rights and Options Plan
A summary of key terms of the Company's Incentive Performance Rights and Options Plan (Plan) is set out below.
(a) (Eligible Participant): Eligible Participant means a person that is a ‘primary participant’ (as that term is defined in Division 1A of Part 7.12 of the Corporations Act) in relation to the Company or an Associated Body Corporate (as defined in the Corporations Act) and has been determined by the Board to be eligible to participate in the Plan from time to time.
(b) (Purpose): The purpose of the Plan is to:
(i) assist in the reward, retention and motivation of Eligible Participants;
(ii) link the reward of Eligible Participants to Shareholder value creation; and
(iii) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of securities.
(c) (Plan administration): The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion (except to the extent that it prevents the Participant relying on the deferred tax concessions under Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth)). The Board may delegate its powers and discretion.
(d) (Eligibility, invitation and application): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for any (or any combination of) Options and Performance Rights provided under the Plan on such terms and conditions as the Board decides.
On receipt of an invitation, an Eligible Participant may apply for the securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.
(e) (Grant of securities): The Company will, to the extent that it has accepted a duly completed application, grant the participant the relevant number and type of securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.
(f) (Rights attaching to securities): Prior to an Option or Performance Right being exercised, the holder:
(i) does not have any interest (legal, equitable or otherwise) in any Share the subject of the convertible security other than as expressly set out in the Plan;
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
(ii) is not entitled to receive notice of, vote at or attend a meeting of the shareholders of the Company;
(iii) is not entitled to receive any dividends declared by the Company; and
(iv) is not entitled to participate in any new issue of Shares (see Adjustment of convertible securities section below).
(g) (Vesting of convertible securities): Any vesting conditions applicable to the Options or Performance Rights will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant securities have vested. Unless and until the vesting notice is issued by the Company, the securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to an Option or Performance Right are not satisfied and/or otherwise waived by the Board, that security will lapse.
(h) (Exercise of convertible securities and cashless exercise): To exercise a security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise (see next paragraph below), pay the exercise price (if any) to or as directed by the Company, at any time following vesting of the Option or Performance Right (if subject to vesting conditions) and prior to the expiry date as set out in the invitation or vesting notice.
An invitation to apply for Options may specify that at the time of exercise of the Options, the Participant may elect not to be required to provide payment of the exercise price for the number of Options specified in a notice of exercise, but that on exercise of those Options the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Options. Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.
An Option or a Performance Right may not be exercised unless and until that security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.
(i) (Timing of issue of Shares and quotation of Shares on exercise): As soon as practicable after the valid exercise of an Option or a Performance Right by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised securities held by that Participant.
(j) (Restrictions on dealing with securities): A holder may not sell, assign, transfer, grant a security interest over or otherwise deal with an Option or a Performance Right that has been granted to them unless otherwise determined by the Board. A holder must not enter into any arrangement for the purpose of hedging their economic exposure to an Option or a Performance Right that has been granted to them. However, in Special
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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Circumstances as defined under the Plan (including in the case of death or total or permanent disability of the Participant) a Participant may deal with convertible securities granted to them under the Plan with the consent of the Board.
(k) (Listing of convertible securities): An Option or a Performance Right granted under the Plan will not be quoted on the ASX or any other recognised exchange. The Board reserves the right in its absolute discretion to apply for quotation of an Option granted under the Plan on the ASX or any other recognised exchange.
(l) (Forfeiture of convertible securities): Options and Performance Rights will be forfeited in the following circumstances:
(i) where a Participant who holds Options or Performance Rights ceases to be an Eligible Participant (e.g. is no longer employed or their office or engagement is discontinued with the Group), all unvested convertible securities will automatically be forfeited by the Participant;
(ii) where a Participant acts fraudulently or dishonestly, negligently, in contravention of any Group policy or wilfully breaches their duties to the Group;
(iii) where there is a failure to satisfy the vesting conditions in accordance with the Plan;
(iv) on the date the Participant becomes insolvent; or
(v) on the expiry date of the Options or Performance Rights.
(m) (Change of control): If a change of control event occurs, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the holder's Options or Performance Rights will be dealt with, including, without limitation, in a manner that allows the holder to participate in and/or benefit from any transaction arising from or in connection with the change of control event.
(n) (Adjustment of convertible securities): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Options or Performance Rights will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation. If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Options or Performance Rights is entitled, upon exercise of those securities, to receive an issue of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Options or Performance Rights are exercised. Unless otherwise determined by the Board, a holder of Options or Performance Rights does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.
(o) (Rights attaching to Shares): All Shares issued or transferred under the Plan or issued or transferred to a Participant upon the valid exercise of an Option or a Performance
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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Right, will rank equally in all respects with the Shares of the same class for the time being on issue except for any rights attaching to the Shares by reference to a record date prior to the date of the allotment or transfer of the Shares. A Participant will be entitled to any dividends declared and distributed by the Company on the Shares issued upon exercise of an Option or a Performance Right and may participate in any dividend reinvestment plan operated by the Company in respect of Shares. A Participant may exercise any voting rights attaching to Shares issued under the Plan.
(p) (Disposal restrictions on Shares): If the invitation provides that any Shares issued upon the valid exercise of an Option or a Performance Right are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction. For so long as a Share is subject to any disposal restrictions under the Plan, the Participant will not:
(i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Share; or
(ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.
(q) (General Restrictions on Transfer of Shares): If the Company is required but is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on exercise of an Option or a Performance Rights may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Act. Restrictions are imposed by applicable law on dealing in Shares by persons who possess material information likely to affect the value of the Shares and which is not generally available. These laws may restrict the acquisition or disposal of Shares by you during the time the holder has such information. Any Shares issued to a holder upon exercise of an Option or a Performance Right shall be subject to the terms of the Company's Securities Trading Policy.
(r) (Buy-Back): Subject to applicable law, the Company may at any time buy-back Options or Performance Rights and Shares issued upon exercise of Options or Performance Rights in accordance with the terms of the Plan.
(s) (Employee Share Trust): The Board may in its sole and absolute discretion use an employee share trust or other mechanism for the purposes of holding securities for holders under the Plan and delivering Shares on behalf of holders upon exercise of Options or Performance Rights.
(t) (Maximum number of securities): The Company will not make an invitation under the Plan which involves monetary consideration if the number of Shares that may be issued, or acquired upon exercise of Options or Performance Rights offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of all invitations under the Plan during the 3 year period ending on the day of the invitation, will exceed $5\%$ of the total number of issued Shares at the date of the invitation (unless
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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the Constitution specifies a different percentage and subject to any limits approved by Shareholders under Listing Rule 7.2). The maximum number of equity securities proposed to be issued under the Plan, following Shareholder approval, is 39,100,323 Securities. It is not envisaged that the maximum number of Securities will be issued immediately.
(u) (Amendment of Plan): Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect. No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.
(v) (Plan duration): The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants. If a Participant and the Company (acting by the Board) agree in writing that some or all of the securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those securities may be cancelled in the manner agreed between the Company and the Participant.
(w) (Income Tax Assessment Act): The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act) except to the extent an invitation provides otherwise.
OpenLearning Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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openlearning
Proxy Voting Form
If you are attending the Meeting in person, please bring this with you for Securityholder registration.
OpenLearning Limited | ABN 18 635 890 390
Your proxy voting instruction must be received by 2:00pm (AEST) on Monday, 25 May 2026, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below.
YOUR NAME AND ADDRESS
The name and address shown above is as it appears on the Company's share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.
STEP 1 - APPOINT A PROXY
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.
DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.
STEP 2 - VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF SECOND PROXY
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
SIGNING INSTRUCTIONS
Individual: Where the holding is in one name, the Shareholder must sign.
Joint holding: Where the holding is in more than one name, all Shareholders should sign.
Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.
Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.
Email Address: Please provide your email address in the space provided.
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate 'Appointment of Corporate Representative' should be produced prior to admission. A form may be obtained from the Company's share registry online at https://automicgroup.com.au.
Lodging your Proxy Voting Form:
Online
Use your computer or smartphone to appoint a proxy at
https://investor.automic.com.au/#/loginsah or
scan the QR code below using your smartphone
Login & Click on 'Meetings'. Use the Holder Number as shown at the top of this Proxy Voting Form.
BY MAIL:
Automic
GPO Box 5193
Sydney NSW 2001
IN PERSON:
Automic
Level 5, 126 Phillip Street
Sydney NSW 2000
BY EMAIL:
BY FACSIMILE:
+61 2 8583 3040
All enquiries to Automic:
WEBSITE:
https://automicgroup.com.au
PHONE:
1300 288 664 (Within Australia)
+61 2 9698 5414 (Overseas)
ALUMIC
OU
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of OpenLearning Limited, to be held at 2:00pm (AEST) on Wednesday, 27 May 2026 at Education Centre of Australia, Level 10, 160 Sussex Street, Sydney NSW 2000 hereby:
Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof.
Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by marking the "for", "against" or "abstain" box you will be authorising the Chair to vote in accordance with the Chair's voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
STEP 2 - Your voting direction
| Resolutions | For | Against | Abstain | |
|---|---|---|---|---|
| 1 | Adoption of Remuneration Report | ☐ | ☐ | ☐ |
| 2 | Re-election of Mr Spiro Pappas as Director | ☐ | ☐ | ☐ |
| 3 | Adoption of the Performance Rights and Option Plan | ☐ | ☐ | ☐ |
| 4 | ASX Listing Rule 7.1A Approval of Future Issue of Securities | ☐ | ☐ | ☐ |
| Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. |
STEP 3 - Signatures and contact details
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).
All Registry communications to:
Automic
Group GPO
Box 5193
Sydney NSW 2001
Telephone (free call within Australia): 1300 288 664
ASX Code: OLL
24 April 2026
Upcoming Annual General Meeting of Shareholders
Dear Shareholder,
OpenLearning Limited ACN 635 890 390 (ASX:OLL) ("the Company"), advises that its 2026 Annual General Meeting will be held on Wednesday, 27 May 2026 at Education Centre of Australia, Level 10, 160 Sussex Street, Sydney, NSW, 2000 (Meeting).
Notice of Meeting
The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is available online and can be viewed and downloaded by shareholders of the Company (Shareholders) from the ASX website, www.asx.com.au, and the Company's website at https://investors.openlearning.com.
In accordance with sections 110C-110K of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021 Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy of the Notice or Proxy Form unless Shareholders have already notified the Company that they wish to receive documents such as the Notice and Proxy Form in hard copy.
Voting by Proxy
Online
scan the QR code below using your smartphone
Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions:
1. Login to the Automic website using the holding details as shown on the Proxy Form.
2. Click on 'View Meetings' – 'Vote'.
To use the online lodgment facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown as shown at the top of your holding statement.
For further information on the online proxy lodgment process, or if you require a hard copy Proxy Form, please contact the
Company's Share Registry, Automic Registry Services (Automic), at [email protected] or via phone on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).
Shareholder queries in relation to the Meeting
Shareholders can contact the Company Secretary with any questions prior to the meeting via email at [email protected].
Copies of all Meeting related material including the Notice and the Company's Annual Report are available to download from the Company's website and the Company's ASX market announcements platform. In the event it is necessary or appropriate for the Company to make alternative arrangements for the Meeting, information will be provided to Shareholders via the ASX and the Company's website.
Authorised for ASX release by the Company Secretary.