3P Learning Limited (ASX:3PL)
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Apr 29, 2026, 4:10 PM AEST
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AGM 2022

Nov 15, 2022

Matthew Sandblom
Executive Chairman, 3P Learning Limited

Okay, we'll get started. Ladies and gentlemen, good morning. I'm Matthew Sandblom, Executive Chairman of 3P Learning Limited. On behalf of the board, I'm pleased to welcome you to the 2022 annual general meeting. The company secretary has advised me there is a quorum present, and I formally declare the meeting open.

Consistent with prior years, we are recording today's meeting. Audio recording will be available for listening via the company investor website following the meeting. Introduction of the directors. I'd like to introduce the other officers of the company here with me today. Jose Palmero, the Chief Executive Officer. Anton Clowes, the Chief Financial Officer. The independent non-executive directors, Alan Bracken, Belinda Rowe, who's dialing in remotely, Cathy Austin and Mark Lamont, and the Company Secretary, Liz Wang.

We also have with us today Craig Coleman, who has been put forward for the nomination as a director of the substantial shareholder Viburnum Funds Pty Ltd. Renee Robinson, representing the company's auditor, EY, who will be prepared to answer any questions about the conduct of the audit, and representatives of Link Market Services Limited, our share registry. As a notice has been circulated to our shareholders, I propose to take the notice convening the meeting and the items of business as read.

It is now 18 months since 3P Learning and Blake eLearning became the one company. During this time, we have made some very good progress in formulating and then implementing our strategy to be the best-in-class provider of online learning resources in the core academic skills of reading, writing, and math for grades pre-K to 10.

On the PowerPoint slide is a table which has a simple overview of this strategy, which was also in the August presentation as well, which basically outlines both our B2B strategy, which is obviously covering off on all the core areas of reading, math, and writing. Obviously, writing is still to come.

Math with multiple programs like Mathletics, Mathseeds, and soon to be Mathseeds Prime. Reading, which has obviously Reading Eggs, Reading Eggspress, Fast Phonics, the Library, Reading Journal, WordFlyers. I would also highlight a couple of areas we want to move into, which is assessment and reporting, and eventually professional development. There's a similar strategy with B2C. There's obviously reading and math already out there, with writing still to come.

The recent acquisition of Brightpath Assessment forms a key part of our strategy to provide online assessment services across all these core academic skills. Brightpath already has a successful writing assessment program, has almost completed a math assessment program, and will work with Reading Eggs team on a reading assessment program.

We're also making good progress on our Writing Legends learning program, which is due for release in the H1 of financial 2024. We think having both a writing skills learning program and a writing skills assessment program will provide schools with the best-in-class writing skills set of resources. 3P Learning is trading well in both school and consumer markets. In the consumer markets, we are seeing increased revenue even as compared to previous periods that were positively affected by COVID lockdown policies.

This has mainly been driven by increase in lifetime value as we increase retention rates rather than by higher numbers of new subscribers. In the schools market, we are seeing an increase in average ARPU, although much of the benefit of this will only be recognized as revenue in financial 2024. We're also controlling costs well and expect this to have a positive effect on EBITDA.

I'm particularly looking forward to the 2024 financial year when we will have the full range of programs available across all the core academic skills of reading, writing, and math, with Brightpath assessment programs to match each subject. This should be a point where schools really start to see us as a complete solution provider rather than providing individual programs like Mathletics and Reading Eggs. This has the potential to transform the business and provide the platform for a higher level of consistent growth across all markets for years to come. I'll now hand over to our CEO, Jose Palmero, to make his address.

Jose Palmero
CEO, 3P Learning

Thank you, Matthew, and welcome everyone. With the integration of Blake eLearning, which was acquired in May 2021, now completed. We have continued making good progress with key initiatives for our people, company culture, and product development positioning. While investing in building capability in these areas, we have also focused on further improving profitability and cash generation for financial year 2023 and beyond.

In the people and culture front, Tania Black, our Chief People and Culture Officer, Lynda Pendino, Chief Marketing Officer, Katy Pike, Chief Product Officer, and Vivek Prahlad, Chief Technology Officer, continue contributing their considerable experience and talent to our senior leadership team. Anton Clowes joined the team as Chief Financial Officer in April 2022, with his predecessor, Dimitri Aroney, assisting with a smooth transition of responsibilities to Anton. As previously announced, Dimitri stepped down in July of this year for family reasons.

Chief Sales Officer, Chris Matthew, also stepped down in October 2022 to pursue other opportunities, so we have started an executive search with me temporarily acting in the role until we find a new Chief Sales Officer. Our People and Culture program launched in February 2022 to update our company purpose, better ways to learn, and company values, along with the first stage of 3P's Giving Back corporate social responsibility initiatives.

These are aimed at creating a positive impact on our society and environment through education to improve the lives of students, teachers, educators, schools, and communities. We will include progress reports on these activities with future market updates. On product development and positioning, as Matthew mentioned in the chairman's address, the acquisitions of Writing Legends in November 2021 and Brightpath Assessment in October 2022 bring forward our strategic plans by several years.

They will also start contributing about AUD 1.5 million in annual recurring revenue, with billings of AUD 1.4 million expected in financial year 2023. Writing Legends will cover school years one to six, with an initial release in February 2023, followed by an Australian launch in July 2023. Brightpath Assessment is already used by over 800 Australian schools for writing, mainly in Western Australia and South Australia, and we expect to release math assessments by June 2023.

The reading assessment component is currently in ideation and design phase. Work on our hero products, Reading Eggs, Mathletics, and Mathseeds, continues apace. Reading Eggs has new features like time on task, reporting for parents, more functionality for teachers to manage library books, more resources like worksheets and Printables, and a new First Nations titles section.

Next for Reading Eggs, the teams are working on new end-of-lesson skills quizzes, and then the new certificates and awards area. We also released Reading Journal with a new section in Reading Eggs and Reading Eggspress, which allows students to create and build an online journal of books they've read.

Since its launch in October 2022, students have created over 450,000 journals or about 15,000 per day, which is an amazing achievement. For Mathletics, we expect to release new courses for school years three-eight fractions, algebra years five-seven for Australia, and key engagement improvements in student center design, avatars, motivation, and rewards features by the first quarter of financial year 2024. This will be a phased release with avatar and student center coming first.

Mathseeds has added a new Skills Master report for teachers, and we will also launch Mathseeds Prime Year Four as a beta version in March 2023 to add exciting new content for B2B, the new school's math package, and for B2C, the new Mathseeds standalone app. In terms of revenue, profitability, and cash flow, we have put in place a new B2B sales structure across all regions, aiming to increase lifetime value and ARPU through solution selling to whole schools.

Our Math Solutions, for example, launched in August this year, is proving popular and offers Mathletics and Mathseeds as an annual subscription package when purchased for the whole school. For B2C, we have started implementing separate subscriptions for Reading Eggs and Mathseeds. This is aligned with our B2B product strategy of solution selling for reading, writing, and math.

The first phase was the release in October 2022 of a standalone Mathseeds app for iOS to build our online presence in math B2C, acquire customers specifically interested in math, and cross-promote through solution selling. We will have a second phase in January 2023 with a price increase for the reading and math package. Overall, we are seeing some effects on marketing costs and consumer spending due to inflation and higher energy costs, particularly in EMEA.

We are growing revenue in both market segments and maintaining disciplined spending to deliver our stated revenue and profitability objectives. We will have a more comprehensive update in February 2023, but on current outlook, we reiterate market guidance of between AUD 111 million and AUD 115 million for revenue and between AUD 15 million and AUD 18 million for underlying EBITDA.

Thank you to our shareholders and board for your continued support, to the 3P team for your focus and commitment, and to our customers for whom we strive to deliver better ways to learn. We now move forward to the formal part of the Annual General Meeting and back to our Chairman, Matthew Sandblom.

Matthew Sandblom
Executive Chairman, 3P Learning Limited

Yeah. Thanks, Jose. Turning to the matters formally before the meeting. Before we finalize each vote or do the votes, each shareholder present will be given the opportunity to ask questions in relation to the resolutions that have been put to the meeting before any vote is conducted. For the shareholders there, you will be issued with attendance or voting cards.

On call for questions, those with a yellow or blue card are able to ask questions. If you'd like to ask questions, please raise your yellow or blue card, then please stand and state your name when selected. You can proceed to ask your questions. If you happen to be holding a red attendance card, this means you are a visitor, not a shareholder.

As a result, you do not have the right to ask questions or make comments. As outlined in the notice of meeting, I declare those issues to be voted on by 3P shareholders at today's AGM will be subject to a poll which will be conducted by 3P's share registry, Link Market Services. The result of voting will be announced through the ASX later today.

For shareholders on proxies, I will ask you to confine your questions to matters relevant to the particular resolution that is being considered. I will do my best to answer them or direct them to the auditor or a member of the executive team as appropriate. If you are here today, both as a shareholder and a proxy, you will need to use separate voting cards in relation to your own shares and shares you are voting as a proxy.

The blue cards are non-voting cards, which are issued to shareholders who have already voted by proxy and to joint holders who can speak and ask questions at the meeting. If you hold a yellow card, this is for voting as a shareholder, and as a proxy holder, including as represented by a corporate representative, attorney, or proxy, where the vote is at the proxy's discretion.

You'll be asked to vote at the appropriate time on the resolutions to consider. The adoption of the remuneration report for the 2022 financial year. The election of Mr. Craig Coleman as a director, and the modification of the company's constitution. Resolutions two and three are ordinary resolutions. These resolutions will be passed by simple majority of the members present and voting in person or by proxy. Resolution four is a special resolution.

This resolution will be passed if approved by at least 75% of the members present and voting in person or by proxy. For those of you holding yellow cards, to fill these out, you will find instructions on all resolutions are printed on the front of the voting cards. To vote, simply place a mark in one of the four against or abstain boxes for each resolution.

If you mark the abstain box, your votes will not be counted for that resolution. If you need any help, please signal to one of the representatives of Link Market Services. Now moving on to the ordinary business of the meeting. Consideration of annual reports. First item of business, reports tabled at the meeting.

The first item of business on the agenda is to lay before the meeting the financial report of the company and its controlled entities for the 2022 financial year, and the reports of the directors and the auditor of the company. These documents have been made available to shareholders and are also available via the ASX and the company investor website.

There is no vote required on this item of business. I will invite questions in relation to these reports. This is also your opportunity to ask questions about or comment on the company's business performance and management. If you have a question relating to other resolutions, please wait and ask your question when we consider that resolution. Are there any questions regarding the report, reports, the company business performance or management report for the auditor?

As there are no further questions, we will move on to the second item of business. The Remuneration Report. Resolution two, adoption of the remuneration report. The next item on the agenda, consider Resolution two the adoption of the Remuneration Report, which is included in the Directors' Report in the Annual Report. In accordance with the Corporations Act, the vote on this resolution is advisory only and the outcome is not binding on the board.

In the Remuneration Report, we have endeavored to provide shareholders with detailed disclosures regarding the terms of and rationale behind the company's remuneration framework in FY 2022. We believe that 3P Learning's remuneration approach provides good alignment between the business objectives, shareholder value, and executive remuneration, which motivates and retains talented executives. Are there any questions or comments relating to the Remuneration Report?

Directors have recommended a vote in favor and unanimously support that shareholders vote in favor of the adoption of the remuneration report. We note that there are some voting exclusions for this resolution set out in the notice of meeting. The direct votes and proxies which have been received in relation to this resolution are now shown on the screen.

For proxies that open at the chairman's discretion, I intend to vote in favor of the resolution. We will now pause for a moment to give you the opportunity to complete your yellow voting card for this resolution. Please retain your voting card. It will be collected by a representative of Link Market Services once voting on all resolutions on your yellow voting card has been completed. We'll now move on to resolution three, election of a director. Election of Craig Coleman.

Coleman's nomination to the office of director of the company has been put forward by the substantial shareholder Viburnum Funds, in accordance with ASX listing rule 14.3. Biographical information about Mr. Coleman is available in the notice of meeting. While the board has not made a voting recommendation, I, as chairman of the meeting, intend to vote all available proxies in favor of item three. Are there any questions relating to this resolution?

The direct votes and proxies received in relation to this resolution are shown on the screen. I now ask you to vote on the resolution with your voting cards. Again, please retain your voting cards, which will be collected by a representative of Link Market Services once voting on all the resolutions on your yellow voting card has been completed.

The next item on the agenda is resolution for the modification of the company's constitution. The board and company's legal advisors have reviewed the company's constitution to consider the development of corporate law and governance since the constitution was last amended. As a result of our review, some changes were proposed as follows.

Amend clause 8.3 and 8.8 to add the ability to hold virtual general meetings as an additional option to the current provisions for meetings. Amend clause 21 in relation to restricted securities, and update to the number in the content pages of the constitution as required. This special resolution therefore seeks shareholder approval to modify the constitution as set out in more detail in the notice of meeting. The directors unanimously recommend that shareholders vote in favor of this resolution. Are there any questions relating to this resolution?

Proxies received in relation to this resolution are shown on the screen. For proxies open to the chairman's discretion, I intend to vote in favor of the resolution. We'll now pause for a moment to give you an opportunity to complete your yellow voting card for this resolution. Your yellow voting cards will be collected by a representative of Link Market Services once you have finished filling them in.

We will wait a moment while Link completes this process. You may also place your completed voting cards in the ballot box held by registry staff at the table. Close of polls. Declaration of closing the polls. If all voting cards are collected, then I declare the poll closed. The counting of votes on the poll may take a little time.

Rather than keeping you waiting, the results will be announced via the ASX as soon as possible after the meeting. The results of the polls will be announced to the ASX shortly later today. Ladies and gentlemen, I thank you for your attendance at today's general meeting. There has been no other business to be discussed at the meeting. I now declare the meeting closed. Thank you on behalf of the board for your attendance and continued support.

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