EDU : Share Purchase Plan Booklet & Application Form

For personal use only

EDU Holdings Limited ABN 85 108 962 152 Level 1, 333 Kent Street Sydney NSW 2000 eduholdings.com.au

ASX Market Release

9 June 2022

The Manager

Market Announcements Platform

Australian Securities Exchange

By electronic lodgement

Share Purchase Plan Offer Booklet

EDU Holdings Limited (EDU or the Company) is pleased to confirm that its share purchase plan (SPP), as set out in the attached SPP Offer Booklet, is now open to shareholders with a registered address in Australia or New Zealand that were on the Company's register as at 7:00pm (AEST) on 1 June 2022 (Record Date) (Eligible Shareholders) by email or through the post.

The SPP is open to Eligible Shareholders to provide an opportunity to purchase new fully paid ordinary shares (SPP Shares) at $0.13 per SPP Share, being the same price as institutional, professional and sophisticated investors that participated under the placement announced to ASX on 2 June 2022.

The key dates for the SPP are as follows:

Event	Date*
SPP Record Date	Wednesday, 1 June 2022
Announcement of SPP	Thursday, 2 June 2022
Opening Date of SPP	Thursday, 9 June 2022
Closing Date of SPP	Thursday, 30 June 2022
Announcement of SPP Results	Wednesday, 6 July 2022
Issue of SPP Shares	Thursday, 7 July 2022
Quotation and commencement of trading of SPP Shares	Friday, 8 July 2022

*The timetable above is indicative only and subject to change. EDU reserves the right to alter the dates at its discretion and without prior notice, subject to its obligations under the ASX Listing Rules and Corporations Act 2001 (Cth).

EDU intends to raise up to $0.5m via the SPP. Participation in the SPP is not compulsory and, to the extent the SPP is oversubscribed, EDU intends to scale back applications on a pro rata basis, based on the number of SPP Shares applied for by Eligible Shareholders.

Eligible Shareholders seeking to participate in the SPP should carefully read the SPP Offer Booklet.

This announcement was authorised for release by the EDU Board of Directors.

For further information please contact:

Adam Davis

Chief Executive Officer

M: 0408 400 888

1. [e-mail]

onlySHARE PURCHASE PLAN

useOFFER BOOKLET personalFor

For personal use only

You should read this Booklet in full

This Booklet contains important information. This Booklet offers Eligible Shareholders the opportunity to apply to purchase up to $30,000 worth of SPP Shares without paying brokerage or other transaction costs. Details of the SPP Offer and how to participate are set out in this Booklet. Applications for SPP Shares under the SPP must be received by 5:00pm (AEST time), Thursday, 30 June 2022. You should read this Booklet in full and seek advice from your stockbroker, accountant or other professional adviser if you have any questions about your investment in the Company or about the impact of the transactions described in this Booklet. If you have any questions in relation to how to participate in the SPP after reading this Booklet, please contact the Registry on 1300 288 664 (callers within Australia) or [phone] (callers outside Australia).

This Booklet does not provide financial advice and has been prepared without taking into account your particular objectives, financial situation or needs.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

These materials do not constitute an offer of securities in any place outside Australia or New Zealand. In particular, these materials do not constitute an offer to sell, or a solicitation of an offer to buy, any SPP Shares (as defined below) in the United States or in any jurisdiction in which such an offer would be illegal. SPP Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended or amended from time to time (Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the SPP Shares may not be offered, sold or otherwise transferred, directly or indirectly, in the United States.

You must not send copies of this document or any other material relating to the SPP to any person in the United States or elsewhere outside Australia and New Zealand.

LETTER FROM THE CHAIR

only9 June 2022 Dear Shareholder

On behalf of the Directors of EDU Holdings Limited (Company), I am pleased to offer you the opportunity to participate in the share purchase plan (SPP) which was announced on 2 June 2022. The SPP allows Eligible Shareholders in the Company the opportunity to each subscribe for up to $30,000 worth of new, fully paid ordinary shares in the Company (subject to scale back) (SPP Shares), without incurring brokerage or other transaction costs, on the terms set out in this Booklet (SPP Offer). The SPP is not underwritten and will be

usecapped at $500,000.

The SPP is part of a wider capital raising being undertaken by the Company. As announced on 2 June 2022, the Company received binding commitments to raise $6,000,000 via a two-tranche placement to eligible institutional, sophisticated and professional investors (Placement). The first tranche of the Placement completed on 8 June 2022 and the second tranche is anticipated to complete on 22 July 2022, subject to shareholder approval.

Proceeds of the Placement and the SPP will be used to fund the acquisition of Care Plus Training Pty Ltd trading personalas Nurse Training Australia, the details of which were announced to ASX on 2 June 2022, for working capital and

to fund the costs of the capital raising.

SPP Offer Details

The SPP provides you with the opportunity to increase your holding of fully paid ordinary shares in the Company at the same issue price paid by investors under the Placement, being $0.13 per SPP Share (Issue Price).

You may apply for a parcel of SPP Shares valued at $1,000, $2,000, $5,000 and thereafter in $5,000 increments up to a maximum of $30,000 (in aggregate) at the Issue Price (subject to scale back on a pro rata basis having regard to the number of SPP Shares applied for by an Eligible Shareholder).

Participation in the SPP is optional and open to Eligible Shareholders, being registered holders of fully paid ordinary shares in the Company at 7:00pm (AEST) on 1 June 2022 (Record Date) and whose address on the Register is in Australia or New Zealand and who meet certain other conditions as set out in the Terms and Conditions. The SPP is also being extended to Eligible Shareholders who are Custodians to participate in the SPP on behalf of certain Eligible Beneficiaries on the terms and conditions set out in this Booklet. Your right to

articipate in the SPP is not transferable. All SPP Shares will rank equally with existing Shares in the Company. The terms and conditions of the SPP and your personalised Application Form are provided in this Booklet.

The Company has determined to raise up to $500,000 through the SPP. If total demand for the offer exceeds For$500,000, the Company intends to undertake a scale back of applications for SPP Shares on a pro rata basis having regard to the number of SPP Shares applied for by a participating Eligible Shareholder. Therefore, you may receive less than the parcel of SPP Shares for which you have applied. Should this happen, the balance of

any application money that is not applied to acquire SPP Shares will be refunded to you, without interest.

I urge you to read these materials in their entirety and seek your own financial, taxation and other professional advice in relation to the SPP, before you decide whether to participate.

The SPP opens on 9 June 2022 and is expected to close at 5.00pm (AEST) on 30 June 2022. To apply for SPP Shares, you must either:

• complete and return your personalised Application Form, together with payment; or
• make a payment directly via BPAY or EFT (you do not need to return an Application Form under this option).

EDU HOLDINGS | SPP OFFER BOOKLET

01

If you have any questions in relation to how to participate in the SPP, please contact the Registry on 1300 288 664 (callers within Australia) or [phone] (callers outside Australia) or consult your financial or other professional adviser.

onlyOn behalf of the Board of the Company, thank you for your ongoing support. Yours sincerely

Gary Burg useNon-ExecutiveChair

personalFor

EDU HOLDINGS | SPP OFFER BOOKLET

02