EDU : Acquisition and Equity Raise Presentation

ACQUISITION OF NURSE

TRAINING AUSTRALIA & EQUITY RAISE

onlyuse2 JUNE 2022 personalr

DISCLAIMER

This presentation, dated 2 June 2022, has been prepared by EDU Holdings Limited (Company) in connection with the acquisition of

onlyCare Plus Training Pty Ltd and associated proposed equity raise by way of a placement of new fully paid ordinary shares in the Company (Placement Shares) to institutional, professional and sophisticated investors under section 708 of the Corporations Act 2001 (Cth) and a share purchase plan offering eligible shareholders the opportunity to acquire new fully paid ordinary shares in the Company (SPP Shares). In this presentation, the Placement Shares, together with the SPP

useShares, are the New Shares.

This presentation is not a prospectus, product disclosure statement or any other disclosure or offering document under Australian law (and will not be lodged with the Australian Securities and Investments Commission or any other foreign regulator).

Accordingly, this presentation is not, and does not constitute, an personaloffer or an invitation to acquire shares in the Company or any other

financial product.

The information contained in this presentation is not intended to be relied upon as advice to investors and does not take into account the investment objectives, financial situation or needs of any particular investor. Investors should assess their own financial circumstances and consider talking to a financial adviser or consultant before making any investment decision.

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Certain statements in this presentation constitute 'forward-looking statements' or statements about 'future matters'. Such statements involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company and which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements.

No representation or warranty, express or implied, is made as to the fairness, accuracy or completeness of the information, opinions and conclusions contained in the presentation or any other information the Company or any other person otherwise provides to you. While all reasonable care has been taken in relation to the preparation of this presentation, none of the Company, its subsidiaries, or their respective directors, officers, employees, contractors, or agents accept responsibility for any loss or damage resulting from the use of or reliance on this presentation by any person.

Past performance is not indicative of future performance and no guarantee of future returns is implied or given.

Some of the information in this presentation is based on unaudited financial data.

All values expressed are in Australian currency.

All intellectual property, proprietary and other rights and interests in this presentation are owned by the Company.

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CONTENTS

onlyExecutive Summary EDU Holdings Overview Nurse Training Australia Financials & Outlook

useEquity Raise Appendices

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onlyEXECUTIVE useSUMMARY

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EXECUTIVE SUMMARY

EDU to acquire Nurse Training Australia

onlyAcquisition of Nurse Training Australia (NTA)

useNurse Training Australia Overview

personalCompelling strategic rationale

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• EDU has entered into an acquisition agreement to acquire 100% of Nurse Training Australia (NTA) for a fixed purchase price of $6.0m cash ($4.5m upfront and $1.5m in 12 months)
• Represents an acquisition multiple of ~4.6x EBITDA (~6.0x pre-AASB 16)
• NTA generated normalised CY21 revenue of $4.1m and EBITDA of $1.3m ($1.0m pre-AASB 16)
• Expected completion in 3Q22
• Vocational Education and Training (VET) provider, operating since 2013
• Offers certificate and diploma level courses in community services fields of study aligned to areas with skilled shortages, including nursing
• Primarily focused on the international student market (~85% of revenue). Currently 239 international students
• Operates from two campuses located in Burwood, Western Sydney
• Strong opportunity to expand NTA's nursing program into EDU's national campus footprint
• Expedites EDU's strategic entry into the nurse training market:
• • Highly attractive course area, given the strong job prospects
  • Relatively few providers focused on the international student market
• Nursing is on the Skilled Occupations List, presenting permanent residency opportunities
• Opportunity for cross-selling across the NTA and EDU agent networks

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