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OPENLEARNING LIMITED Interim / Quarterly Report 2025

Jan 28, 2026

65492_rns_2026-01-28_3bb085fb-6943-4212-880e-91ff4ff192ff.pdf

Interim / Quarterly Report

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ASX Announcement | 29 January 2026 Quarterly Activities Report & Appendix 4C

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SaaS ARR Growth Tops 30% in Q4 with over $3.6 Million in New SaaS Contracts Signed in 2025 and Strong Pipeline Going into 2026

Key Highlights:

  1. Platform SaaS annual recurring revenue (ARR) grew 30% year-on-year (YoY) to $3.035 million in Q4 FY25 , marking a continued acceleration in growth from the prior quarter. The business has now delivered over 16 consecutive quarters of annualised SaaS revenue growth.

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  1. Signed over $3.6m in total contract value (TCV) in 2025, primarily in key markets of Australia, Malaysia and the Philippines, with the potential to increase further based on usage.

  2. SaaS cash receipts increased 14% to $0.785 million in Q4 FY25 while total full-year FY25 SaaS cash receipts grew 37% to $3.136 million compared to 2024.

  3. Usage of OpenLearning’s AI Course Builder and AI Assistant continues to grow and is a key selling point of the company’s learning management system (LMS).

  4. LMS strategy is delivering results with substantially larger deal sizes, experienced distributors in place across the Philippines, Brazil, U.A.E. and Africa, and a strong pipeline going into 2026

  5. Signed a 3-year US$240k usage-based SaaS agreement with Field Ready, alongside a referral agreement to expand OpenLearning’s reach across African universities [ASX: 24[th] Nov 2025].

  6. Expanded partnership with CE Logic (division of C&E Publishing) by signing a reseller agreement for OpenLearning’s LMS and, through CE Nexus making a strategic investment in the Company to accelerate Philippines growth initiatives [ASX: 27[th] Nov 2025].

  7. Successfully raised $2.6 million (before costs) through a placement, including $1.25 million from the Education Centre of Australia (ECA) [ASX: 8[th] Oct 2025], and successfully converted all outstanding debt into equity [ASX: 15[th] Dec 2025].

  8. OpenLearning has a strong balance sheet, accelerating SaaS ARR, large addressable market, and is targeting cash flow breakeven by early 2027 .

Sydney, Australia: 29 January 2026: OpenLearning Limited, the AI-powered learning management

system (‘ OpenLearning ’ or ‘ the Company ’) (ASX: OLL) is pleased to provide its Appendix 4C cash flow statement for the quarter ended 31 December 2025 (Q4 FY25), along with the following financial and operational update.

The Company delivered another standout quarter, with platform Software-as-a-Service (SaaS) annual recurring revenue (ARR) accelerating to 30% YoY and rising a further 7% quarter-on-quarter to $3.035 million . Growth was driven by new SaaS subscriptions and a continued uplift in average deal size, with average SaaS ARR per B2B customer surpassing $12,000 for the first time .

OpenLearning ended the year with B2B SaaS customers in 19 countries , demonstrating the increasing global relevance of its AI-powered platform. While the Company continues to expand internationally, its three largest markets— Australia, Malaysia and the Philippines —remain its core focus and represent a significant revenue opportunity, collectively accounting for approximately 90% of ARR.

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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LMS Strategy Driving Acceleration in Platform SaaS ARR
OpenLearning has achieved its 16 consecutive quarters of SaaS revenue growth, driven by the
expansion of its AI-powered learning management system (LMS) across Australia, Southeast Asia, and
other emerging markets.
The platform continues to gain strong traction with universities, education providers, and corporate
partners seeking a scalable, cost-effective, next-generation LMS that leverages generative AI to
streamline course design, content creation, and delivery.
B2B SaaS Customers SaaS ARR (AUD, $million)
300 $3.25
$3.035
$3.00
262
256 $2.832
252
250 235 236 246 $2.75 $2.652
$2.50
$2.335 [$2.364 ]
200 $2.235
$2.25
$2.00
150
$1.75
Q3 24 Q4 24 Q1 25 Q2 25 Q3 25 Q4 25
Q3 24 Q4 24 Q1 25 Q2 25 Q3 25 Q4 25
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The platform now has a strong and diversified customer base, with 252 active B2B SaaS customers. In line with its strategy to focus on larger, higher-value LMS contracts, the Company has streamlined its offering by phasing out lower-priced subscription plans for smaller providers. This strategy will result in churn at the lower end with the benefit of freeing up resources to deliver greater value and support to institutional clients, further improving operating leverage.

Over $3.6 Million in New SaaS Total Contract Value Signed in FY25

OpenLearning continued to build on its strong commercial momentum, having signed over $3.6 million in SaaS contracts during FY25. The Company’s growth was primarily driven by new customers in the Philippines and Malaysia.

The quarter also included several strategically significant agreements that expand OpenLearning’s international footprint and distribution capacity:

  • Universitas Muhammadiyah Purwokerto (UMP) : Signed a five-year SaaS agreement for a minimum of 19,000 students annually, valued at A$175,000. UMP is part of the Muhammadiyah network, one of the largest Islamic educational organisations in Indonesia, operating 89 universities nationwide as of 2024 [ASX: 3[rd] Nov 2025].

  • Field Ready : Signed a three-year SaaS agreement for 20,000 students annually, with a minimum value of US$240,000. Field Ready partners with African universities and global mining and resources companies to provide education to employment pathways in Mozambique and Namibia [ASX: 24[th] Nov 2025].

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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  • CE Logic / C&E Publishing : Formed a three-year reseller partnership with one of the Philippines’ largest educational publishers and EdTech distributors, providing nationwide access to over 1,000 universities and colleges. C&E Publishing, through its division CE Nexus, invested A$153,037 in OpenLearning via a placement in the quarter [ASX: 27[th] Nov 2025].

  • University of the Philippines Manila (UP Manila) : Signed OpenLearning’s first SaaS agreement with a public university, covering a minimum of 10,000 students. UP Manila is the country’s top-ranked university and part of the national University of the Philippines system, which serves more than 60,000 students nationwide [ASX: 3[rd] Oct 2025].

The Philippines is home to nearly 2,000 higher education institutions (HEIs), of which approximately 246 are public and 1,729 are private. Total higher education enrolment reached around 3.4 million students in 2019–20, with roughly 1.6 million in public institutions and 1.8 million in private HEIs as of 2020, representing a significant opportunity for OpenLearning.

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With more than $2 million in new SaaS contracts signed in the Philippines since May 2025, OpenLearning is rapidly expanding its footprint in one of Southeast Asia’s largest and most dynamic education markets.

Expansion Across Core and New Markets

In Malaysia, OpenLearning continues to execute a successful land-and-expand strategy built over several years of deep engagement with the higher education sector. The Company currently works with over 40% of Malaysia’s public and private universities , primarily delivering micro-credential and online degree programs in alignment with the Ministry of Higher Education’s lifelong learning and digital education initiatives.

Building on this foundation, OpenLearning secured new Malaysian LMS customers in Q4 FY25 across the higher education, government and corporate sectors, demonstrating the platform’s scalability, reliability, and capability to meet full institutional requirements.

Gujarat University, one of India’s largest and oldest public universities with over 200,000 students, commenced a pilot of OpenLearning’s LMS in Q4 FY25, successfully delivering their courses to 4,000 students. Preparations are underway for delivery of their online degree programs on OpenLearning, and the Company is negotiating a long-term contract with the university.

These developments demonstrate OpenLearning’s ability to execute its multi-market expansion strategy by partnering with trusted local distributors and institutions. The Company’s AI-powered, usage-based SaaS model continues to resonate with education providers and corporates seeking scalable, modern LMS solutions, positioning OpenLearning for sustained international growth.

Expanding LMS Capabilities Driving Institutional Adoption

In Q4 FY25, OpenLearning continued to invest in product development to strengthen its position as an AI-powered LMS capable of supporting institution-wide adoption across online, blended and oncampus delivery. The continued expansion of platform capability and workflow automation is broadening the range of learning and training use-cases that OpenLearning can support, increasing the Company’s accessible market across higher education, vocational and enterprise segments.

OpenLearning’s roadmap remains focused on meeting the core requirements of traditional LMS buyers, while differentiating through outcome-based education (OBE) and an expanding suite of generative AI tools that improve the speed and quality of course design and delivery.

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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During the quarter, the Company enhanced its examination system, released new functionality for managing pathways and programmes, added Brazilian Portuguese language support, and introduced competency-based grading to better serve vocational training providers.

OpenLearning also released new AI capabilities, including AI quiz and question bank generation, and the ability to upload files as contextual inputs for AI-assisted course, activity and content creation— reducing authoring effort and enabling faster deployment of new programs.

The Company also improved its course migration tools, helping universities—particularly in the Philippines—transition from legacy LMS platforms such as Canvas and Moodle with lower implementation effort and cost. Collectively, these enhancements expand the platform’s applicability across more teaching models and organisational needs, support larger institutional rollouts, and strengthen OpenLearning’s ability to compete for larger, multi-year contracts globally.

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Successful Capital Raise and Stronger Balance Sheet

In October 2025, OpenLearning successfully completed a $2.6 million equity placement to institutional and professional investors, including $1.25 million from ECA, the Company’s largest shareholder, demonstrating strong market confidence in the Company’s growth strategy and execution. The placement was conducted at 2.2 cents per share, representing only a 1% discount to the 15-day volume-weighted average price (VWAP), and was strongly supported by both new and existing shareholders.

ECA’s participation in the equity placement was approved by the Company’s shareholders [15[th] Dec 2025] along with the conversion of all debt owed to ECA into equity at a 25% premium to the 30-day VWAP [ASX: 9[th] Sept 2025].

The proceeds from the placement are being used to accelerate OpenLearning’s expansion into key growth markets—including the Philippines, Malaysia, U.A.E., Saudi Arabia, and Brazil—advance product development in AI-powered LMS capabilities, and support working capital requirements. Together with the debt-to-equity conversion, these initiatives have strengthened the Company’s balance sheet and position OpenLearning to achieve cash flow breakeven by early 2027 .

Cash Receipts Continue to Grow

Starting from 1[st] Jan 2025, the Company is no longer capitalising a portion of its platform software investment. After accounting for this change in reporting, the Company’s net operating cash outflows increased by 73% to $0.941 million in Q4 FY25, versus $0.541 million in Q4 FY24.

The Company’s total cash outflows decreased 12% to $2.518 million in FY25 from $2.870 million in 2024, even after an increase in sales and marketing, and platform usage, demonstrating continued operating leverage and low customer acquisition costs.

Customer cash receipts in Q4 FY25 increased 7% YoY to $1.16 million as a result of an increase in payments from both new SaaS customers and those renewing their SaaS contracts. Total SaaS cash receipts from customers for FY25 increased 37% to $3.136 million from $2.293 million in 2024.

Material cash receipts from customers by segment for the quarter were:

  • Platform SaaS - $0.785 million ( up 14% YoY )

  • Marketplace - $0.337 million ( down 2% YoY )

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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Out of the Company’s $0.941 million in cash outflows, circa $0.35 million was related to being a publicly listed company and once-off costs, demonstrating that the underlying business is approaching break-even.

The Company derives revenue from its platform offering, which comprises five products that add value to education providers:

  • OpenLearning LMS – Flagship end-to-end AI-powered platform for education providers to create, market, deliver and manage all types of courses.

  • OpenLearning Marketplace – A global network of education marketplaces, including on OpenLearning.com, as well as TheUniGuide.com.au and PostGradAustralia.com.au.

  • Biomedical Education and Skills Training (BEST) Network – An image-based teaching tool and virtual microscopy solution for biomedical education at leading medical schools.

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  • CourseMagic – Suite of AI-powered instructional design tools for educators and education providers that are designed to work with any learning management system.

  • Employability Advantage – Suite of work-readiness tools that includes short courses focused on career preparation, live online bootcamps and workplace simulation projects.

Prospective customers can purchase each of the products individually or with OpenLearning’s LMS. Organisations that subscribe to OpenLearning’s products typically pay upfront and in advance of services being delivered.

The Company’s total available funding as of 31 December 2025 was $2.094 million.

OpenLearning Group CEO & Managing Director Adam Brimo said: “2025 marked a clear turning point for OpenLearning, and our growth is accelerating. We delivered another standout quarter, with SaaS ARR growing 30% year-on-year to $3.035 million and average SaaS ARR per B2B customer exceeding $12,000 for the first time.

In 2025, we signed over $3.6 million in SaaS contracts and ended the year with B2B SaaS customers in 18 countries – with Malaysia and the Philippines representing particularly strong growth opportunities as adoption continues to expand across institutions.

With reseller and distribution agreements now in place across Brazil, the Philippines, and Africa, and continued investment in our AI-powered LMS and course design tools, we are well positioned to scale efficiently and convert a growing pipeline into larger, multi-year contracts.”

Ends.

Authorised by:

Adam Brimo Group CEO & Managing Director

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/ to 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

Sally Greenwood or Maria Clemente Company Secretary P: +61 2 8072 1435 E: [email protected]

Matthew Reede

Dominion Partners P: +61 414 483 054 E: [email protected]

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About OpenLearning

OpenLearning is an Artificial Intelligence (AI) powered learning management system and lifelong learning platform offered to organisations on a SaaS business model.

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 250 leading education providers, who have delivered tens of thousands of courses to over 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/

Annexure

During Q4 FY25 the following payments were made to related parties and their associates as disclosed in Item 6 of the Appendix 4C.

Salaries and feespaid to Directors Amount
Fees to Spiro Pappas as Non-Executive Director and Chairman $11,014
Fees to Matthew Reede as Non-Executive Director and Consultant $17,126
Salaryto Adam Brimo as Executive Director,ManagingDirector and GroupCEO $49,084
Total $77,224

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

Rule 4.7B

Appendix 4C

Quarterly cash flow report for entities subject to Listing Rule 4.7B

Name of entity

OPENLEARNING LIMITED

Quarter ended (“current quarter”)

ABN 18 635 890 390 31 December 2025

Consolidated statement of cash flows Consolidated statement of cash flows Current quarter Year to date
$A’000 (12 months)
$A’000
1. Cash flows from operating activities
1.1 Receipts from customers 1,164 4,893
1.2 Payments for
(a) research and development - -
(b) product manufacturing and operating (390) (1,247)
costs
(c) advertising and marketing (42) (197)
(d) leased assets (1) (4)
(e) staff costs (928) (3,407)
(f)
administration and corporate costs
(350) (1,114)
1.3 Dividends received (see note 3) - -
1.4 Interest received - -
1.5 Interest and other costs of finance paid - (5)
1.6 Income taxes paid - -
1.7 Government grants and tax incentives - -
1.8 Other (see note 6) (394) (1,437)
1.9 Net cash from / (used in) operating (941) (2,518)
activities
2. Cash flows from investing activities
2.1 Payments to acquire:
(a) entities - -
(b) businesses - -
(c) property, plant and equipment - (3)
(d) investments - -
(e) intellectual property - -
(f)
other non-current assets
- -

ASX Listing Rules Appendix 4C (01/12/19) + See chapter 19 of the ASX Listing Rules for defined terms.

Page 1

Appendix 4C Quarterly cash flow report for entities subject to Listing Rule 4.7B

Consolidated statement of cash flows Consolidated statement of cash flows Current quarter Year to date
$A’000 (12 months)
$A’000
2.2 Proceeds from disposal of:
(a) entities - -
(b) businesses - -
(c) property, plant and equipment - -
(d) investments - -
(e) intellectual property - -
(f)
other non-current assets
- -
2.3 Cash flows from loans to other entities - -
2.4 Dividends received (see note 3) - -
2.5 Other (provide details if material) - -
2.6 Net cash from / (used in) investing - (3)
activities
3. Cash flows from financing activities
3.1 Proceeds from issues of equity securities
(excluding convertible debt securities) 2,753 2,753
3.2 Proceeds from issue of convertible debt - -
securities
3.3 Proceeds from exercise of options - -
3.4 Transaction costs related to issues of (91) (91)
equity securities or convertible debt
securities
3.5 Proceeds from borrowings 200 1,000
3.6 Repayment of borrowings - -
3.7 Transaction costs related to loans and - -
borrowings
3.8 Dividends paid - -
3.9 Other (provide details if material) - -
3.10 Net cash from / (used in) financing 2,862 3,662
activities
4. Net increase / (decrease) in cash and
cash equivalents for the period
4.1 Cash and cash equivalents at beginning of
period 173 953
4.2 Net cash from / (used in) operating (941) (2,518)
activities (item 1.9 above)
4.3 Net cash from / (used in) investing activities - (3)
(item 2.6 above)

ASX Listing Rules Appendix 4C (01/12/19) + See chapter 19 of the ASX Listing Rules for defined terms.

Page 2

Appendix 4C Quarterly cash flow report for entities subject to Listing Rule 4.7B

Consolidated statement of cash flows
Current quarter
$A’000
4.4
Net cash from / (used in) financing activities
(item 3.10 above)
2,862
4.5
Effect of movement in exchange rates on
cash held
-
4.6
Cash and cash equivalents at end of
period
2,094
Year to date
(12 months)
$A’000
3,662
-
2,094
5.
Reconciliation of cash and cash
equivalents
at the end of the quarter (as shown in the
consolidated statement of cash flows) to the
related items in the accounts
Current quarter
$A’000
5.1
Bank balances
2,088
5.2
Call deposits
-
5.3
Bank overdrafts
-
5.4
Other (balances with online payment
providers)
6
5.5
Cash and cash equivalents at end of
quarter (should equal item 4.6 above)
2,094
Previous quarter
$A’000

165

-

-

8

173
6.
Payments to related parties of the entity and their
associates
6.1
Aggregate amount of payments to related parties and their
associates included in item 1
6.2
Aggregate amount of payments to related parties and their
associates included in item 2
Current quarter
$A'000
77
-

Note: if any amounts are shown in items 6.1 or 6.2, your quarterly activity report must include a description of, and an explanation for, such payments

Item 6.1: This sum of $77,000 consists of salaries paid to an executive director and fees paid to non-executive directors plus related super contributions.

ASX Listing Rules Appendix 4C (01/12/19) + See chapter 19 of the ASX Listing Rules for defined terms.

Page 3

Appendix 4C Quarterly cash flow report for entities subject to Listing Rule 4.7B

7. Financing facilities Total facility Amount drawn at
Note: the term “facility’ includes all forms of financing
arrangements available to the entity.
Add notes as necessary for an understanding of the
sources of finance available to the entity.
amount at quarter
end
$A’000
quarter end
$A’000
7.1 Loan facilities - -
7.2 Credit standby arrangements - -
7.3 Other (please specify) - -
7.4 Total financing facilities - -
7.5 Unused financing facilities available at quarter end -
7.5 Unused financing facilities available at quarter end
7.6 Include in the box below a description of each facility above, including the lender, interest
rate, maturity date and whether it is secured or unsecured. If any additional financing
facilities have been entered into or are proposed to be entered into after quarter end,
include a note providing details of those facilities as well.

Answer: Not Applicable.

8. Estimated cash available for future operating activities $A’000
8.1 Net cash from / (used in) operating activities (Item 1.9) (941)
8.2 Cash and cash equivalents at quarter end (Item 4.6) 2,094
8.3 Unused finance facilities available at quarter end (Item 7.5) -
8.4 Total available funding (Item 8.2 + Item 8.3) 2,094
8.5 Estimated quarters of funding available (Item 8.4 divided by 2.23
Item 8.1)
8.6 If Item 8.5 is less than 2 quarters, please provide answers to the following questions:
1.
Does the entity expect that it will continue to have the current
level of net operating
cash flows for the time being and, if not, why not?

Answer: Not Applicable.

  1. Has the entity taken any steps, or does it propose to take any steps, to raise further cash to fund its operations and, if so, what are those steps and how likely does it believe that they will be successful?

Answer: Not Applicable.

  1. Does the entity expect to be able to continue its operations and to meet its business objectives and, if so, on what basis? Answer: Not Applicable.

ASX Listing Rules Appendix 4C (01/12/19) + See chapter 19 of the ASX Listing Rules for defined terms.

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Appendix 4C Quarterly cash flow report for entities subject to Listing Rule 4.7B

Compliance statement

  • 1 This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.

  • 2 This statement gives a true and fair view of the matters disclosed.

29 January 2026 Date: ...................................................................................

The Board of Directors

Authorised by: ..................................................................................

(Name of body or officer authorising release – see note 4)

Notes

  1. This quarterly cash flow report and the accompanying activity report provide a basis for informing the market about the entity’s activities for the past quarter, how they have been financed and the effect this has had on its cash position. An entity that wishes to disclose additional information over and above the minimum required under the Listing Rules is encouraged to do so.

  2. If this quarterly cash flow report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 107: Statement of Cash Flows apply to this report. If this quarterly cash flow report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standard applies to this report.

  3. Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.

  4. If this report has been authorised for release to the market by your board of directors, you can insert here: “By the board”. If it has been authorised for release to the market by a committee of your board of directors, you can insert here: “By the [ name of board committeeeg Audit and Risk Committee ]”. If it has been authorised for release to the market by a disclosure committee, you can insert here: “By the Disclosure Committee”.

  5. If this report has been authorised for release to the market by your board of directors and you wish to hold yourself out as complying with recommendation 4.2 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations , the board should have received a declaration from its CEO and CFO that, in their opinion, the financial records of the entity have been properly maintained, that this report complies with the appropriate accounting standards and gives a true and fair view of the cash flows of the entity, and that their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

  6. Included in item 1.8 ‘Other’ are mainly payments to education providers of $334,000 for the current quarter and $1,318,000 for the year-to-day period.

ASX Listing Rules Appendix 4C (01/12/19) + See chapter 19 of the ASX Listing Rules for defined terms.

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