OpenLearning : 2022 AGM Notice of Meeting and Proxy

2022 AGM Notice of Meeting and Proxy

Sydney, Australia, 27 April 2022: Global lifelong learning platform OpenLearning Limited ('the Company') (ASX: OLL) attaches the following documents in relation to the 2022 Annual General Meeting:

• • AGM Notice of Meeting; and

• • Proxy Form.

Ends.

Authorised by:

OpenLearning Limited's Company Secretary.

Stay up to date with OpenLearning news as it happens:

Visit the Investor section of the OpenLearning website at:https://solutions.openlearning.com/investor- home/. There you can download the Company's Prospectus and see recent ASX Announcements and press coverage.

In addition to signing up for OpenLearning news directly from the Company, we also encourage shareholders to register to receive electronic communications from our share registry, Automic. To sign up for e-communications from Automic, please visithttps://www.automicgroup.com.au/.

Thanks for your ongoing support. We look forward to sharing OpenLearning news with you.

For further information, please contact:

Company	Investor Relations
Nova Taylor	Julia Maguire
Joint Company Secretary	The Capital Network
P: [phone]	P: [phone]
E:[e-mail]	E:[e-mail]
About OpenLearning

OpenLearning Limited is a higher education technology company that provides a scalable online learning platform to education providers and a global marketplace of world-class courses for learners of all levels.

OpenLearning's platform enables the delivery of project-based, social learning to encourage interaction among users and foster a community of collaborative learners. The Company's unique service provides a complete learning environment for all types of online education - from short courses through to micro-credentials and online degrees.

With more than 3 million learners worldwide across thousands of courses provided by 200 education providers, OpenLearning is at the forefront of a new wave of online education delivery.

To learn more, please visit:https://solutions.openlearning.com/

OpenLearning Limited (ASX: OLL)

1

ACN 635 890 390 • Phone: [phone] • Web:www.openlearning.com Address: Level 2, 235 Commonwealth Street, Surry Hills NSW 2010, Australia

OpenLearning Limited Level 2, 235 Commonwealth Street Surry Hills, NSW 2010 ACN: 635 890 390

[e-mail]/

OpenLearning Limited

Notice of Annual General Meeting Explanatory Statement | Proxy Form

Friday, 27 May 2022

2.00PM (AEST)

Virtual Meeting & Held at:

Hall Chadwick

Level 40

2 Park 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.

Contents
Venue and Voting Information	2
Notice of Annual General Meeting - Agenda and Resolutions	4
Notice of Annual General Meeting - Explanatory Statement	11
Glossary	33
Annexure A - Terms of Unlisted Incentive Options	Attached
Annexure B - Terms of Agreement between Alchemy Tribridge Sapphire Pty	Attached
Ltd and OpenLearning Limited
Annexure C - Terms of Performance Rights and Option Plan	Attached
Proxy Form	Attached
Venue and Voting Information
Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 2:00 PM AEST on 27 May 2022 at Hall Chadwick, Level 40, 2 Park Street, Sydney, NSW 2000 and as a virtual meeting.

Shareholders who wish to attend the Meeting remotely via an online conference facility will need to register to attend the Meeting remotely by [e-mail] no later than 48 hours prior to the Meeting (by 2:00 PM AEST on 25 May 2022). Instructions on how to join the Meeting remotely will be provided to all Shareholders who register. Shareholders who attend the Meeting remotely are encouraged to vote by completing and returning the proxy enclosed herein.

Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.

Questions must be submitted in writing by email [e-mail] 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 virtually at the Meeting

Shareholders who attend the Meeting remotely are encouraged to vote ahead of the meeting by completing and returning the proxy enclosed within.

Voting by proxy

To vote by proxy, please use one of the following methods:

Online	Lodge the Proxy Form online athttps://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. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guide athttps://www.automicgroup.com.au/virtual-agms/
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

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.

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 Friday, 27 May 2022 at Hall Chadwick, Level 40, 2 Park Street, Sydney, NSW 2000 and as a virtual meeting.(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 Wednesday, 25 May 2022.

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 2021 together with the declaration of the Directors, the Directors' Report, the Remuneration Report and the Auditor's Report for that financial year."

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.