Idp Education : Notice of Annual General Meeting/Proxy Form Opens in a new Window

IDP Education Limited

(ACN 117 676 463)

Notice of Annual General Meeting

Notice is given that the Annual General Meeting (AGM) of Shareholders of IDP Education Limited (IDP Education or the Company) will be held on:

Date:22 October 2019

Time:

10.00 am

Venue:RACV Club, 501 Bourke Street, Melbourne VIC 3000

Level 2, Bourke Room 1

BUSINESS

1. Financial statements and reports
   To receive and consider the Company's Annual Financial Report, including the Directors' Report and Audit Report for the year ended 30 June 2019.
2. Election and Re-Election of Directors

1. To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That Mr Gregory West, who retires by rotation in accordance with the Company's constitution and, being eligible for re-election, be re-elected as a Director."

1. To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That Mr Peter Polson, who retires by rotation in accordance with the Company's constitution and, being eligible for re-election, be re-elected as a Director."

For information about the candidates, see the Explanatory Memorandum (see pages 5 and 6).

3. Adoption of the Remuneration Report

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That the Remuneration Report (which forms part of the Directors' Report) for the financial year ended 30 June 2019 be adopted."

Voting Exclusions:The Company will disregard any votes cast on this resolution by or on behalf of certain shareholders. Details of the voting exclusions applicable to this resolution are set out in the 'Voting Exclusions' section of the Notes (see pages 2 and 3).

For information on the Remuneration Report, see the Explanatory Memorandum (see pages 5 - 7).

2

NOTES

Eligibility to Vote

For the purpose of voting at the AGM, the Directors have determined that all shares in the Company are taken to be held by the persons who are registered as holding them at 7.00pm (AEDT) on 20 October 2019. The entitlement of shareholders to vote at the AGM will be determined by reference to that time.

Voting Exclusions

One or both of the Corporations Act 2001 (Cth) (Corporations Act) and the ASX Listing Rules require that certain persons must not vote, and the Company must disregard any votes cast by certain persons, on certain of the resolutions to be considered at the AGM. These voting exclusions are described below.

Voting exclusions relating to item 3 ("Adoption of the Remuneration Report")

The following persons may not vote, and the Company will disregard any votes cast by or on behalf of the following persons, on the resolution proposed in item 3 (Resolution 3):

• any member of the key management personnel for the IDP Education consolidated group (each, a KMP) whose remuneration details are included in the Remuneration Report, and any closely related party of such a KMP;
• any other person to the extent that they are voting on behalf of such a KMP or closely related party; and
• any person who is a KMP as at the time Resolution 3 is voted on at the AGM, and any closely related party of such a KMP, to the extent in either case that they are acting as a proxy,

unless the person votes as a proxy for someone who is entitled to vote and:

• the person is appointed as a proxy by writing that specifies how the proxy is to vote on Resolution 3; or
• the person is the Chairman of the AGM and the proxy appointment expressly authorises the Chairman to exercise the proxy even if Resolution 3 is connected directly or indirectly with the Remuneration of a KMP.

Defined terms used in the voting exclusions

For the purposes of the above voting exclusions:

• The "key management personnel for the IDP Education consolidated group" (or KMPs) are those persons having authority and responsibility for planning, directing and controlling the activities of the IDP Education consolidated group either directly or indirectly. It includes all Directors (Executive and Non-Executive).The KMPs during the year ended 30 June 2019 are listed in the Remuneration Report contained in the Directors' Report for the year ended 30 June 2019.
• A 'closely related party' of a KMP means:
  o a spouse or child of the KMP; or
  o a child of the KMP's spouse; or
  o a dependant of the KMP or of the KMP's spouse; or

3

• anyone else who is one of the KMP's family and may be expected to influence the KMP, or be influenced by the KMP, in the KMP's dealings with the IDP Education consolidated group; or
• a company the KMP controls.

Application of voting exclusions to attorneys

The Company will also apply these voting exclusions to persons appointed as attorney by a shareholder to attend and vote at the AGM under a power of attorney, as if they were appointed as a proxy.

Information on Proxies, Corporate Representatives and Attorneys

Voting by Proxy

Please note the following in relation to voting by proxy:

• A shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy. A shareholder who is entitled to cast two or more votes may appoint not more than two proxies.
• A proxy may be either an individual or a corporation and need not be a shareholder of the Company.
• A single proxy exercises all voting rights of the relevant shareholder.
• Where two proxies are appointed, the shareholder may specify the proportion or number of that shareholder's votes that each proxy is appointed to exercise. If a shareholder appoints two proxies and does not specify each proxy's voting rights, the rights are deemed to be 50% each. Fractions of votes are to be disregarded. Where two proxies are appointed, neither may vote on a show of hands.
• A proxy need not vote in that capacity on a show of hands on any resolution nor (unless the proxy is the Chairman of the AGM) on a poll. However, if the proxy's appointment specifies the way to vote on a resolution, and the proxy decides to vote in that capacity on that resolution, the proxy must vote the way specified (subject to the other provisions of these Notes, including the voting exclusions noted above).
• If a proxy does not attend the AGM, then the Chairman of the AGM will be taken to have been appointed as the proxy of the relevant shareholder in respect of the AGM; and
• If the Chairman of the AGM is appointed, or taken to be appointed, as a proxy, but the appointment does not specify the way to vote on a resolution, then the Chairman intends to exercise the relevant shareholder's votes in favour of the relevant resolution (subject to the other provisions of these Notes, including the voting exclusions noted above).
• To be valid, the appointment of a proxy must be received at least 48 hours prior to the AGM - i.e., by 10.00am (AEDT) on 20 October 2019 - using one of the following methods:
  o Online at www.linkmarketservices.com.auin accordance with the instructions there

OR

• By faxing the proxy appointment form, along with the power of attorney or other authority (if any) under which the form is signed, to one of the following numbers:

(within Australia) [phone]

(outside Australia) [phone]

OR

4

• By lodging the proxy appointment form in person or by mail, along with the power of attorney or other authority (if any) under which the form is signed (or a certified copy thereof), at one of the following addresses:

BY HAND: Link Market Services Limited

1A Homebush Bay Drive

Rhodes NSW 2138

or

Link Market Services Limited

Level 12, 680 George Street

Sydney NSW 2000

BY MAIL: Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235

A proxy appointment form accompanies this Notice of AGM.

Voting by Corporate Representatives

A shareholder, or proxy, that is a corporation and entitled to attend and vote at the AGM may appoint an individual to act as its corporate representative. Evidence of the appointment of a corporate representative must be in accordance with the Corporations Act and must be lodged with the Company before the AGM or at the registration desk on the day of the AGM.

Voting by Attorney

A shareholder entitled to attend and vote at the AGM is entitled to appoint an attorney to attend and vote at the AGM on the shareholder's behalf.

An attorney need not be a shareholder of the Company.

The power of attorney appointing the attorney must be duly executed and specify the name of each of the shareholder, the Company and the attorney, and also specify the meetings at which the appointment may be used. The appointment may be a standing one.

To be effective, the power of attorney must also be returned in the same manner, and by the same time, as outlined above for proxy appointment forms.

Evidence of execution

If any instrument (including a proxy appointment form or appointment of corporate representative) returned to the Company is completed by an individual or a corporation under power of attorney, the power of attorney under which the instrument is signed, or a certified copy of that power of attorney, must accompany the instrument unless the power of attorney has previously been noted by the Company or the Company's share registry.

By order of the Board

Murray Walton

Company Secretary

20 September 2019

5

IDP Education Limited

(ACN 117 676 463)

Explanatory Memorandum

This Explanatory Memorandum sets out further information regarding the proposed items of business to be considered by Shareholders at the AGM.

The Directors recommend that Shareholders read this Explanatory Memorandum before determining whether or not to support the resolutions.

Item 1: Financial Statements and Reports

Under Section 317 of the Corporations Act, the Company is required to lay its Annual Financial Report, Directors' Report and Audit Report before its Shareholders at its Annual General Meeting.

The Financial Report, Directors' Report and Audit Report of the Company are submitted for Shareholders' consideration and discussion at the AGM as required. A copy of the 2019 Annual Report (which includes the Directors' Report on pages 15 - 30 and the Audit Report on pages 101 - 105) can be found on the IDP Education website at https://investors.idp.com/Investor- Centre/or by contacting the Company's Share Registrar, Link Market Services.

Meeting attendees are invited to direct questions to the Chairman in respect of any aspect of the Financial Report, Directors' Report and Audit Report they wish to discuss.

Representatives of the Company's Auditor, Deloitte Touche Tohmatsu will be available to answer questions that relate to the Audit.

Item 2: Election of Directors

Mr Gregory West and Mr Peter Polson will retire in accordance with the provisions of the Constitution and, being eligible, offer themselves for re-election. Their relevant skills and experience are summarised below.

Item 2(a) - Election of Gregory West

Mr West was appointed Non-Executive Director of IDP Education in December 2006. As Mr West is a director and chairman of the Company's major shareholder, Education Australia Limited, he is not an Independent Director.

In accordance with the classification in the Company's Constitution, Mr West is an A Class Director (being a director that is either Independent or a representative of Education Australia Limited).

Mr West is a Chartered Accountant with experience in the education sector, investment banking and financial services. He is on the council of the University of Wollongong and a Director and Chair of the Audit Committee of UOWGE Limited, a business arm of the University of Wollongong with universities in Dubai, Hong Kong and Malaysia.

Previously, Mr West was Chief Executive Officer of a dual listed ASX biotech company. He has worked at Price Waterhouse and has held senior finance executive roles in investment banking with Bankers Trust, Deutsche Bank, NZI and other financial institutions. He is a Director of the St James Foundation Limited.