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1 Tel: Fax: ABN: November 2016 Company Announcements Office Australian Securities Exchange Limited Level 4, Stock Exchange Centre 20 Bridge Street SYDNEY NSW P Learning Limited - Annual General Meeting 2016 Please find attached the following documents, which will be presented at the Annual General Meeting of 3P Learning Limited which commences at 10.00am (Sydney time), Thursday 10 November 2016, in compliance with Listing Rule : 1. Copy of Chairman s Address 2. Copy of 2016 AGM Presentation Yours sincerely Jonathan Kenny Company Secretary and Chief Financial Officer 3P Learning Limited Level 18, 124 Walker Street North Sydney NSW 2060 Australia Auckland Bristol Calgary Dublin Hong Kong Johannesburg Lahore New York Pune Singapore Sydney

2 CHAIRMAN S PRESENTATION 3P LEARNING - ANNUAL GENERAL MEETING 10 NOVEMBER 2016 Good morning everyone and welcome to the 3P Learning 2016 Annual General Meeting. My name is Sam Weiss and it is my pleasure to share with you the highlights of your Company for financial year The past year was our second as a listed company on the Australian Securities Exchange and it proved to be a pivotal one in our journey to become a leading global provider of online learning tools for schools and for children around the world. I am pleased to report that we achieved positive growth in all regions and products and increased our market share in key markets. Overall we delivered 10% revenue growth and 6% license growth; our license count ended the year at 5.65 million globally. We made good progress in our ambition to expand beyond our core home market in Australia. EMEA, predominately the United Kingdom, delivered 14% constant currency revenue growth and 10% license growth. In the America s, Canada and the United States, we achieved 19% constant currency revenue growth and 14% license growth, with this region now at cash flow break even. We signed new district agreements including Chicago, the 4 th largest US school district, as well as Houston. Importantly, we continued to defend our key Australia and New Zealand market share position and increased customer retention in the primary segment year over year. As communicated in last year s Annual General Meeting we exercised the option to increase our investment in Learnosity to 40% in the Third Quarter of Fiscal Year The synergy benefits of this investment are strong; we have embedded Learnosity in over a thousand of our assessments in our flagship Mathletics product

3 with further integration underway. Additionally, we expect strong growth in the user base for Learnosity as it capitalizes on the global shift to online assessments. In Fiscal Year 2016, Learnosity performed ahead of expectation in revenue and the year saw their active user base grow more than 9 times year over year. Their progress provides us further confidence and in their ambition to be a global leader in online assessments. During the year we were awarded Microsoft Global Education Partner of the Year in recognition of the positive impact of Mathletics and our other products and services in more than 17,000 schools worldwide. At 3P Learning we love transforming lives through learning and to be honoured with this award is a great reminder of our purpose. On 1 June we welcomed our new Managing Director and Chief Executive Officer, Rebekah O Flaherty. Rebekah comes with a strong track record in product development, sales and marketing (especially in the digital environment) as well as the skills to nurture and lead a customer focused and high performance culture in a global setting. This ability will prove important in the years ahead as our Leadership Team undertake a whole of company transformation of 3P Learning. Since her appointment Rebekah has worked with her key Executives and your Board to develop a clear set of strategic priorities to strengthen the product portfolio, develop a scalable sales and marketing model and implement a global operating platform. Rebekah will speak shortly about our focus for Fiscal Year 2017 and beyond and you will have the opportunity to meet our key executive group who will showcase the progress we have already made in these three key areas. I hope this demonstrates to shareholders the rich talent in our team, (at all levels of the Company and in all markets) as well as their unique insight into schools and what they need, children and what makes them excited about learning and how best to serve our 2

4 customers with a culture of integrity and passion based on execution and delivery to a high standard. Under Rebekah s leadership, and with a reinvigorated 3PLearning team, we feel confident that your Company will build upon its strengths and firmly establish its place as a leading provider of maths and literacy products and services for schools and children. On behalf of the Board, I would like to thank Rebekah and her management group as well as each and every one of our people who get up every morning thinking about how to improve education in the markets we serve and for the children who use Mathletics, Reading Eggs, Spellodrome and IntoScience. In particular I should like to extend my gratitude to my fellow Non Executive Directors, Ms. Claire Hatton and Mr. Roger Amos who have demonstrated their commitment and contribution to our Company over the past year in more ways than I could enumerate here today. I am equally grateful to each of our shareholders for your continued support of 3P Learning Limited. Finally, to our CFO, Jonathan Kenny. You have our appreciation and thanks for your leadership of 3PLearning as Chief Executive Officer for most of the second half of the financial year that ended in June; you acquitted yourself with distinction and the Company is the better for it. And on behalf of every member of 3PLearning we thank the teachers, students and parents who chose our products every day in so many different parts of our world. 3

5 2016 Annual General Meeting 10th November 2016

6 Samuel Weiss Chairman s Address 2

7 Rebekah O Flaherty CEO s Address 3

8 FY16 Results Highlights Pro forma* $M FY16 FY15 Mvmt Growth Revenue % ANZ % EMEA % Americas % Mathletics % Reading Eggs % Spellodrome % Into Science % Other** (0.8) (24%) Expenses (36.5) (28.0) (8.5) 30% Underlying EBITDA (4.0) (24%) Share of Associate's Profit *** NM 10% revenue growth reflects growth in all regions and all products (ANZ +2%, EMEA +23%, Americas +33%) License growth +6% to 5.65 million Underlying Core EBITDA $13.3M (down 21% YoY) reflecting investment in North America, products and global support ARPU +2% to $8.48 Learnosity continued to perform strongly with revenue growth of 62% to $12.5M (US$9.0M) and share of profit after tax of $0.5M NPAT impacted increase in amortization expense associated with product development investment Underlying Core EBITDA (3.5) (21%) EBITDA margin (%) 27% 38% (11%) Underlying NPAT (5.5) (51%) * Pro forma financial information which has been prepared to reflect 3P s financial performance and position as if accounting policies have been consistently applied over the historical period and with adjustments made for significant abnormal and/or non-recurring items including the impact of the IPO ** Other revenue includes copyright fees, workbook sales and sponsorships *** Share of associate profit is Learnosity contribution based on 23.07% share of NPAT for 9 Sept Jan 2016 and 40% share for 19 Jan Jun

9 Licences by Geography and Product Licences by Geography Licences split by Geography 000s FY12 FY13 FY14 FY15 FY16 Growth ANZ 2,236 2,500 2,524 2,696 2,733 1% EMEA 912 1,005 1,480 1,685 1,854 10% Americas ,065 14% Total 3,464 3,863 4,665 5,312 5,652 6% 51% 48% 32% FY15 33% FY16 18% 19% ANZ EMEA Americas Licences by Product Licences split by Product 000s FY12 FY13 FY14 FY15 FY16 Growth Mathletics 2,797 2,930 3,486 3,791 4,003 6% Reading Eggs ,073 9% Spellodrome % Into Science % Total 3,464 3,863 4,665 5,312 5,652 6% Spellodrome 8% Reading Eggs, 19% Into Science, 2% Mathletics, 71% 5

10 Our Story 6

11 3 Year Strategic Priorities Build upon 3P s foundation of Talented team Strong customer advocates (students, parents and teachers) Award-winning product brands Recurring SaaS business model Large installed base to accelerate profitable global growth Year 1 Strengthen Product Portfolio and Build a Scalable Global Operating Model Prioritising Product Development and Innovation, developing Scalable Sales and Marketing Model Implementing a Global Operating Model Year 2 Optimise Sales Leverage our scalable Global Operating Model to grow sales through product and geographic expansion Year 3 Accelerate Growth Culture and Talent 7

12 An experienced Global Leadership Team Rebekah O Flaherty, Chief Executive Officer Acting Chief Product Officer Extensive experience in technology companies and digital in the United States, Europe and APAC Previously Vice President Hewlett Packard, Executive Director Telstra, General Manager Origin Energy Commenced Jun 2016 Simon Perry, Chief Information Officer 20 years of global experience in leading technology teams Previously led the technology function for Core Logic and Veda Commenced Aug 2016 Jonathan Kenny, Chief Financial Officer 20 years+ experience in finance and operations roles for ASX listed and multinational corporations Previously Chief Financial Officer of ASX listed RP Data Limited and Bravura Solutions Pty Ltd Commenced Mar 2014 Robert Mercer, Chief Sales & Marketing Officer Extensive experience in sales, marketing, training, development and general management Previously Senior Vice President Global Sales & Services for Enterprise & Education at Rosetta Stone Commenced Jul 2016 Tania Black, Chief People Officer Extensive experience in leading people strategy, with focus on business transformation in the media sector Led the integration of HR across Nine Entertainment Co Commenced Nov

13 On track with the FY17 Outlook we provided in our full year results Transition 3P to be a Global Digital Business that can profitably scale sales through diversification of products, multi sales channels and select geographic expansion Revitalisation of Mathletics with an expanded offering to toddlers (Baby Mathletics App) and a renewed suite of Mathletics products (Little, Junior and Mathletics Pro) Moving to a global operating model to improve operating performance to drive out unnecessary cost and become more effective through centralisation and digitisation In Year 1 (FY17) of our strategic plan, we expect to deliver revenue growth ahead of cost growth We are setting up the business so we can leverage our scalable global operating model to accelerate sales growth in Years 2 and 3 of our strategic plan 9

14 Q&A 10

15 Resolutions 11

16 Resolution 1: Remuneration Report 12

17 Resolution 1: Remuneration Report PROXY & DIRECT VOTES COMBINED (as at proxy close) FOR AGAINST OPEN ABSTAIN 80,162, , ,105 8, % 0.56% 0.45% 13

18 Resolution 2.1: Grant of Performance Rights to CEO, Rebekah O Flaherty Resolution 2.2: Grant of Premium Options to CEO, Rebekah O Flaherty 14

19 Resolution 2.1: Grant of Performance Rights PROXY & DIRECT VOTES COMBINED (as at proxy close) FOR AGAINST OPEN ABSTAIN 80,250, , , % 0.52% 0.45% 15

20 Resolution 2.2: Grant of Premium Options PROXY & DIRECT VOTES COMBINED (as at proxy close) FOR AGAINST OPEN ABSTAIN 80,088, , , % 0.72% 0.45% 16

21 Resolution 3: Re-election of Director Roger Amos 17

22 Resolution 3: Re-Election of Director: Roger Amos PROXY & DIRECT VOTES COMBINED (as at proxy close) FOR AGAINST OPEN ABSTAIN 80,266, , ,105 12, % 0.47% 0.45% 18

23 Important Notice and Disclaimer The material in this presentation is a summary of 3P Learning Limited s ( 3P ) activities and results as at the time of preparation, 10 November No representation, express or implied, is made as to the fairness, accuracy, completeness or correctness of information contained in this presentation, including the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this presentation ( forward-looking statements ). Such forward-looking statements are by their nature not based on historical facts and are subject to significant uncertainties and contingencies and are based on a number of estimates and assumptions that are subject to change (and in many cases are outside the control of 3P and its Directors and officers) which may cause the actual results or performance of 3P to be materially different from any future results or performance expressed or implied by such forward-looking statements. Reliance should not be placed on forward-looking statements and except as required by law or regulation 3P assumes no obligation to update these forward-looking statements. To the maximum extent permitted by law, 3P and its related corporations, directors, officers, employees and agents disclaim any obligation or undertaking to release any updates or revisions to the information in this presentation to reflect any change in expectation or assumptions and disclaim all responsibility and liability for the forward-looking statements (including without limitation, liability for fault or negligence). This presentation provides information in summary form only and is not intended or represented to be complete. Further, it is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation, or needs of any particular investor. Due care and consideration should be undertaken when considering and analysing 3P s financial performance. All references to $ are to Australian $ unless otherwise stated. To the maximum extent permitted by law, neither 3P nor its related corporations, directors, officers, employees and agents, nor any other person, accepts any liability, including without limitation, any liability arising from fault or negligence, for any loss arising from the use or reliance on this presentation or its content or otherwise arising in connection with it. This presentation is not and should not be considered as an offer or invitation to acquire shares in 3P and does not and will not form part of any contract for the acquisition of shares. This presentation should be read in conjunction with other publicly available materials. Further information is available on 3P s website at: 19