ReadyTech Holdings Limited ABN 25 632 137 216

20 November 2019

Annual General Meeting – Presentation

ReadyTech Holdings Limited (ASX: RDY) (ReadyTech or the Company) attaches the presentation to be made at ReadyTech's Annual General Meeting being held in Sydney today.

For more information:

Martin Cole Capital Markets Communications Tel: +61 403 332 977 [email protected]

About ReadyTech

ReadyTech is a leading provider of SaaS technology that helps providers of education and employment manage the increasingly complex human journey through study, work and career transitions. ReadyTech provides people management software to over 3,600 educators, employers and facilitators of work transitions. Bringing together the best in student management, apprenticeship management, payroll and HR admin, employment services and behavioural science technology, ReadyTech supports the development and success of tomorrow's workforce.

AGM PRESENTATION NOV 2019

ASX: RDY

Marc Washbourne – CEO

CLTV: Client lifetime value and CAC: Customer acquisition cost

FY19 Key Operational and Financial Metrics

FY19 Strong Revenue and Earnings Growth

PRO FORMA $ MILLIONS

Prospectus

	FY19	FY18	% Change YOY	% change vsProspectus
Subscription and licence revenue	29.7	25.6	15.8%	1.5%
Implementation, training and other revenue	3.3	3.4	(3.8%)	(3.4)%
Total revenue	33.0	29.0	13.5%	1.0%
Salaries and wages	(15.2)	(13.5)	(12.7)%	0.2%
Technology infrastructure and operations	(2.5)	(2.2)	(12.9)%	(7.5)%
General and administrative	(2.5)	(2.8)	10.4%	(0.0)%
Total operating expenses	(20.1)	(18.4)	(9.3)%	(0.7)%
EBITDA	12.8	10.6	20.8%	1.5%
Depreciation and amortisation	(8.1)	(7.3)	(10.5)%	2.5%
EBIT	4.7	3.3	43.4%	9%
Net finance expenses	(1.6)	(1.4)	(16.2)%	0.2%
PBT	3.1	1.9	63.2%	14.5%
Income tax expense (Effective rate 30%)	(0.9)	(0.5)	(57.7)%	(10.7)%
NPAT	2.2	1.4	65.5%	16.2%
Add: amortisation of acquired intangibles (post-tax)	3.5	2.9	(19.0)%	(5.9)%
NPATA	5.7	4.3	33.6%	9.7%

Revenue grew by 13.5% driven by new client wins and increased sales to existing clients

Operating expenses grew 9.3% driven by investment in new Sales and Marketing roles and R&D, as well as increased client hosting costs

Benefits of a scaleable platform sees a 13.5% revenue increase delivering a 20.8% increase in EBITDA

Depreciation and amortisation figures comparable to capitalised development costs which are amortised over 5 years

Pro-forma net finance expenses based on the terms of new Banking facilities as if they were in place from 1st of July 2017

Highlights

Strong Recurring Revenue on Scalable Platform

CONTINUED GROWTH IN SUBSCRIPTION & LICENCE REVENUE

SCALABLE PLATFORM SUPPORTS STRONG 90% EBITDA MARGIN 39% FY19 FY19

Pro Forma Revenue ($m) Pro forma EBITDA ($m) and EBITDA margin (%)

GROWTH & PRODUCT STRATEGY

ASX: RDY

ReadyTech – What We Do

Managing the Student and Employee Lifecycle

Mission-critical SaaS for managing people

Student Management Systems (Education)

ReadyTech provides mission-critical student management systems (SMS) which are at the core of modern tertiary education institutions and then seeks to drive key performance outcomes such as improved student experience and graduation rates.

Manage the key aspects of the student journey from education to employment

SMS represents the single 'source of truth' for student data

Integrates with other systems such as LMS/key partners including Canvas

The Complete Student Management System Focused on larger, complex institutions

OPPORTUNITY – SECTOR IS CHANGE READY

UNIQUE DIFFERENTIATORS – WHY WE WIN

Sunset current legacy systems and digital transformation projects.

Pure cloud provides such benefits as agile development and regular releases via subscription offering.

Local and strong regulation expertise and customer service offering.

The ability to support "student life" from accommodation, counselling, financial assistance, mentoring and coaching. Marketplace manages employment pathways and internships.

Delivered through Assess to Educate (A2E) – a unique value-added product focussed on increasing student outcomes.

Seeking agility to evolve business and maintain regulatory requirements, limited by rigid, slow moving systems.

Focus on improving student outcomes (admission, retention, course completion, employability) and student experience.

Seeking productivity and efficiency through business systems.

Sentiment shifted from large, upfront technology investments.

ReadyTech Offerings across the Tertiary Education Sector

ReadyTech provides a range of market-leading technology solutions across the tertiary education sector including mission-critical Student Management Systems (SMS).

Manages student enrolments in one

ReadyTech Education Market Opportunity

ReadyTech has made strong progress penetrating into new segments including higher education, government, TAFEs and international education including CRICOS and ELICOS.

An operator in the domestic private VET market can also be an operator in the International English colleges market, resulting in double-counting of the number of operators in the total market. Double-counting issues do not arise for ReadyTech's number of customers; 2. Management estimates as at FY19

Market	Total market (#)	ReadyTechcustomers2	ReadyTech's market position
Higher education - Public	40	3
Higher education – Private	134	7
TAFE	40	9
Domestic VET (Private)1	4,150	1,387
International Colleges(CRICOS & ELICOS)1	1,147	145	international student market.
Enterprise training	n/a	37
State Government VET	8	1

Source of market data: Frost & Sullivan Report citing Universities Australia, National Centre for Vocational Education Research (NCVER), English Australia, Tertiary Education Quality and Standards Agency (TEQSA).

• Making progress with breakthrough client win with University of Queensland -differentiated through JobReady Plus cloud offering capable of managing entirestudent lifecycle and behavioural science ofering to drive student outcomes.
• Multiple recent wins and pipeline of opportunities in private higher education with cloudoffering and new innovations of value to the sector.
• Significant opportunity for JR Plus as a number of TAFEs are seeking next generation SMS.• 9 TAFE customers are currently using My Profiling's competency assessment and skills profiling platform.
• Market leader for VET providers with VETtrak strong brand presence and JR Plus positioned as apremium SMS for medium to large, more complex providers.
• Growing footprint with international colleges and well positioned to capitalise on the robustinternational student market.
• Strong pipeline with key wins in blue-chip companies and enterprise providers such asBoral, Volkswagen, Crown and Rio Tinto demonstrating ReadyTech's strong position.
• ReadyTech is well positioned given its experience developing the ACT Government's VET system.

Payroll and HR Administration to Payroll & Workforce Management

ReadyTech is at the core of the employment software ecosystem offering mission-critical Payroll and Workforce Management solutions

XXX PX Mission-critical HR functions such as HR admin and payroll

Enable our customers to remain compliant with evolving regulatory compliance

Add-on modules such as T&A, WHS, BI Reporting, workflow automation enhance value for customers

Employment - Product capability of Workforce Management

Zambion complementary capability acquisition (Sep 2019) to enhance employment offering.

Strong New Zealand customer base and opportunity to upsell into HR3 customer base and wider Australian mid-market.

Estimated between 35-40% of HR3 customers have Time and Attendance and Rostering requirement.

Ability to support Trans-Tasman organisations.

Growing, profitable business and earnings accretive acquisition.

State of the art, advanced cloud and app based Workforce

ReadyTech Offerings cover the Employment Sector

ReadyTech provides Payroll & HR administration technology and managed services across the employment market and increasingly targets higher value customers.

Growth Initiatives

Technology	Talent	Existing Customers	New Customers	M&A/Partnerships
Continued investment inSaaS products –R&D spend of $10M pa	Invest in new talentto drive growth	Grow APRC with Licence growth,upsell of modules and cross sell ofvalue added services	Win new and highervalue customers	M&A strategy andstrategic partnerships
Education – investment inenterprise/higher educationproduct strategy including:• New apps• Student services• IntegrationsEmployment – investment innew modules including:• Onboarding• Workflow automation• CFO Reporting Portal• Enhanced User InterfaceSecurity – ongoingcommitment to invest inInfoSec – ISO27001 and IRAPcompliance.	Sales- Investment inenterprise/higher educationenterprise sales strategy.Continued investment inbroader sales and marketing.Customer Success - Investin customer success to growadvocacy, ARPC and secureretention rates.R&D - Building talent attractionstrategies and talent pipeline tounderpin future growth. ExpandR&D capabilities such as dataanalytics and AI.	ARPC- 12% growth in averagerevenue per customer fromFY18 to FY19.Cross and Up-Sell - Upsell of workforce managementto employment customers. MyProfiling and behavioural sciencecross-sell pipeline growingstrongly in FY20.Growth- in user subscriptionson the back of strong macrotrends in Tertiary education andemployment sectors.New Value - Offer newmodules including self-service,WHS and business intelligence.	Pipeline- Retained pipeline>$15m of potential opportunitieswith strengthening conviction.Higher Value - New clientson average 3.6x larger thanaverage client churn.Target - Employment to targetsectors with payroll complexityincluding retail (e.g. client winGlue Store) and constructionsectors.Enterprise - Continueddevelopment of enterprise salesand marketing capability.	New PartnershipsFocus on new partnerships todeliver value to customers andreferrals.Digital CredentialsEmployee BenefitsM&A – Maintaining activeM&A register focused oncomplementary technologyand/or customer base.Consultants - Launch ofEducation Certified ConsultantProgram.

ReadyTech enjoys a range of opportunities to maintain strong rates of growth into the future.

ReadyTech FY19 results - P XX

Outlook

OUTLOOK ASX: RDY

ReadyTech maintains the prospectus forecast for CY19 (Pre-acquisition) Pro-forma Revenue: $35.1M – 14% yoy growth compared to CY18 Pro-forma EBITDA : $14.6M - 28% yoy growth compared to CY18

New business pipeline and growth in existing customer ARPC will continue to drive revenue growth for both employment and education segments.

APPENDIX

FY19 STATUTORY TO PRO-FORMA RESULTS RECONCILIATION

$ MILLIONS

	FY19	FY18
Statutory revenue	32.7	25.6
Employgroup and HR3	-	2.9
My Profiling (3 months)	0.3	0.8
R&D tax offset income	-	(0.3)
Pro forma revenue	33.0	29.0
Statutory EBITDA	7.4	5.3
Employgroup and HR3	-	1.3
My Profiling (3 months) and Earnout trueup	(0.1)	0.4
R&D tax offset income	-	(0.3)
Impact of lease accounting	-	0.5
Offer and related IPO costs including Esher housevendor payment	5.6	2.8
Legacy ownership and structuring	-	1.4
Incremental public company costs	(0.3)	(0.7)
Transaction costs	0.2	-
Pro forma EBITDA	12.8	10.6

$ MILLIONS
	FY19	FY18
Statutory NPAT	(1.5)	(2.3)
Employgroup and HR3	-	1.1
My Profiling (3 months) and Earnout trueup	(0.1)	0.4
R&D tax offset income	-	(0.3)
Offer and related IPO costs including Esher housevendor payment	5.6	2.8
Legacy ownership and structuring	-	1.4
Incremental public company costs	(0.3)	(0.7)
Transaction costs	0.2	-
New debt facility	0.3	(0.2)
Amortisation of capitalised developmentexpenses	-	(0.4)
Amortisation of acquired intangibles	4.9	4.2
Tax effect	(3.4)	(1.6)
Pro forma NPATA	5.7	4.3

Tony Faure Independent Non-Executive Chairman

Timothy Ebbeck Independent Non-Executive Director

Elizabeth Crouch Independent Non-Executive Director

Director Experience

Marc Washbourne CEO • See management slide

Mark Summerhayes Non-Executive Director (Alternate Director to Tom Mathhews)

Elizabeth Crouch

Board of Directors Tony Faure Independent Non-

Tom Matthews Non-Executive Director (Pemba Representative)

Tony Faure Independent Non-Marc Washbourne • Currently the Chairman of ASX-listed oOh! media, data intelligence platform PredictHQ and start-up accelerator Pollenizer

Executive Chairman CEO Elizabeth Crouch • Previously a board member of Australian Independent Business Media, Junkee Media, Torque Data, iSelect, biNu, Lasttix, and Stackla
Independent Non-• Previously CEO of ninemsn, and HomeScreen Entertainment, and Managing Director at the launch of Yahoo! Australia & NZ
Marc Washbourne Executive Director • Tony is also a member of the Audit and Risk Committee, and Remuneration and Nomination Committee

Independent Non-Executive Director Timothy Ebbeck Independent Non-Executive Director • Over 30 years of board, executive and advisory experience across a breadth of industries including technology, media, consulting and finance

Previously a board member of Australian Independent Business Media, Junkee Media, Torque Data, iSelect, biNu, Lasttix, and Stackla • Previously CEO of ninemsn, and HomeScreen Entertainment, and Managing Director at the launch of Yahoo! Australia & NZ • Elizabeth is also Chairman of the Audit and Risk Committee and a member of the Remuneration and Nomination Committee • Currently the Chairman of Customer Owned Banking Association, SGS Economics and Planning, and NSW Government's Non-Government Schools Advisory Council, and is an Emeritus Deputy Chancellor of Macquarie University having served the governing council for 17 years
Tony is also a member of the Audit and Risk Committee, and Remuneration and Nomination Committee • Currently the Chairman of Customer Owned Banking Association, SGS Economics and Planning, and NSW Government's Non-Government Schools • Over 30 years of board, executive and advisory experience across a breadth of industries including technology, media, consulting and finance • Currently on the board of the NSW Government's Institute of Sport, Health Infrastructure and the Western Sydney Local Health District
Currently on the board of the NSW Government's Institute of Sport, Health Infrastructure and the Western Sydney Local Health District • Currently the Managing Director and Senior Vice President of Automation Anywhere (ANZ) • Previously CFO of Unisys South Pacific, Compaq Computers South Pacific, TMP Worldwide (Asia Pacific and Japan), CFO and CEO of SAP (ANZ), • Previously a Non-Executive Director at Chandler Macleod Group, McGrath Estate Agents, and Macquarie University Hospital
Previously a Non-Executive Director at Chandler, Macleod Group, McGrath Estate Agents, and Macquarie University Hospital Chief Commercial Officer of NBN Co, and Managing Director of Oracle (ANZ), • Elizabeth is also Chairman of the Audit and Risk Committee and a member of the Remuneration and Nomination Committee
Currently on the board of the NSW Government's Institute of Sport, Health Infrastructure and the Western Sydney Local Health District • Currently the Managing Director and Senior Vice President of Automation Anywhere (ANZ) Tom Matthews Non-Executive Director • Over 15 years of experience in private equity, principal investment, investment banking and middle market advisory and valuations
Previously a Non-Executive Director at Chandler, Macleod Group, McGrath Estate Agents, and Macquarie University Hospital • Elizabeth is also Chairman of the Audit and Risk Committee and a member of the Remuneration and Nomination Committee • Previously CFO of Unisys South Pacific, Compaq Computers South Pacific, TMP Worldwide (Asia Pacific and Japan), CFO and CEO of SAP (ANZ), Chief Commercial Officer of NBN Co, and Managing Director of Oracle (ANZ), (Pemba Representative) • Partner at Pemba, a leading private equity manager investing in small and mid-sized private businesses in Australia and New Zealand
Over 30 years of board, executive and advisory experience across a breadth of industries including technology, media, consulting and finance • Tim is also Chairman of the Remuneration and Nomination Committee and a member of the Audit and Risk Committee • Prior to Pemba, Tom worked at UK-based specialist private equity fund Sovereign Capital Partners where he focussed on healthcare, education andbusinesses services sectors
Currently the Managing Director and Senior Vice President of Automation Anywhere (ANZ) • Previously CFO of Unisys South Pacific, Compaq Computers South Pacific, TMP Worldwide (Asia Pacific and Japan), CFO and CEO of SAP (ANZ), Chief Commercial Officer of NBN Co, and Managing Director of Oracle (ANZ), • Over 15 years of experience in private equity, principal investment, investment banking and middle market advisory and valuations • Partner at Pemba, a leading private equity manger investing in small and mid-sized private businesses in Australia and New Zealand • Tom previously worked with the investment banking group at Macquarie Bank focussing on principal investment opportunities, and gained experience at Deloitte Corporate Finance focussing on business valuations, independent expert's reports and corporate advice

Executive Director

• Over 15 years of experience in private equity, principal investment, investment banking and middle market advisory and valuations at Deloitte Corporate Finance focussing on business valuations, independent expert's reports and corporate advice STRICTLY CONFIDENTIAL ½ PAGE 34 18

Currently the Managing Director and Senior Vice President of Automation Anywhere (ANZ)
Timothy Ebbeck • Previously CFO of Unisys South Pacific, Compaq Computers South Pacific, TMP Worldwide (Asia Pacific and Japan), CFO and CEO of SAP (ANZ), Chief Commercial Officer of NBN Co, and Managing Director of Oracle (ANZ),
Independent Non-Executive Director Tom Matthews Non-Executive Director • Tim is also Chairman of the Remuneration and Nomination Committee and a member of the Audit and Risk Committee
Partner at Pemba, a leading private equity manger investing in small and mid-sized private businesses in Australia and New Zealand • Currently Managing Director at Pemba Capital Partners, a leading investor in small and mid-sized private businesses in Australia and New Zealand
Prior to Pemba, Tom worked at UK-based specialist private equity fund Sovereign Capital Partners where he focussed on healthcare, education and • Currently Chairman of the Board at Coverforce and a Director of Ausreo, Instant Access, InteriorCo and ReadyTech
Tom previously worked with the investment banking group at Macquarie Bank focussing on principal investment opportunities, and gained experience at Deloitte Corporate Finance focussing on business valuations, independent expert's reports and corporate advice • Previously a co-founder of SB Capital Partners, Managing Director at Smedvig Capital and a board member of Device Technologies
- Previously at Bain & Company advising corporates on a mix of strategy, M&A, and operational improvement projects

Management Team

Senior management

Business leadership

Marc Washbourne CEO

Nimesh Shah CFO

Marc Washbourne was one of the founders of the JobReady business and was appointed CEO in 2006
As a former software developer, Marc brings to ReadyTech over 20 years of experience in technology and software solutions within the education and employment industries
Marc has been an active member of the CEO Institute since 2011 and is a member of the advisory board of Year 13 Pty Ltd
Marc was educated in the U.K. at the Royal Grammar School of High Wycombe and achieved a first-class degree in History from the University of Leeds
Nimesh has been the CFO of ReadyTech since August 2017
Nimesh has over 20 years' experience as an executive in technology and online digital industries across Australia and many parts of Asia including over 7 years as Finance Director of Fairfax Digital
Previous CFO experience for companies including pioneering social networking site, Friendster, Inc., and ASX-listed leading media intelligence organisation, iSentia Group Limited
Nimesh holds an MBA from the Australian Graduate School of Management and a Bachelor of Commerce with Merit from the University of New South Wales. Nimesh is also a member of The Institute of Chartered Accountants in Australia

Daniel Wyner Chief Executive, Employment

Tony Jones GM, JobReady

• Joined JobReady in an

operational role in 2006

Project Director of AVETARS for ACT State Government
Previously worked on major IT transformation projects at Universal Music Group in UK

Trevor Fairweather GM, VETtrak

GM of VETtrak since 2018
Over 20 years of experience in senior management and executive roles in the technology sector
Previous experience at MYOB, Acendre and EstimateOne

Joined ReadyTech in 2018 and heads up Employment segment.
Over 10 years of experience as an executive in the information, software and service industry
Former Asia Pacific Regional Director at CCH Australia, owned by multinational global provider of professional information software solutions and services Wolters Kluwer. Previously Head of Strategy, Mergers & Acquisitions

Michael Benyon

Head of Revenue, Employment

Michael has experience spanning 35 years in payroll software.
Michael has been instrumental in building ReadyTech's trust, growth and influence in the payroll industry.
Most recently, Michael worked with an advisory group with the ATO on the roll-out of Single Touch Payroll (STP) initiative.

GLOSSARY

A2E	Assess2Educate, a ReadyTech product
ACV	Annual contract value
ARPC	Average revenue per customer
CAC	Customer acquisition cost
CAGR	Compounded annual growth rate
CLTV	Customer lifetime value
CY	Refers to the calendar year ending 31 December
DHS	Department of Human Services
FY	Refers to the financial year ending 30 June
LMS	Learning management system
NPATA	Net profit after tax but excluding the non-cash amortisation of acquired intangibles
SMS	Student management system
STP	Single Touch Payroll
WHS	Work, health and safety

(including customer-related intangibles and acquired software) from prior acquisitions undertaken by ReadyTech