3P Learning Limited (ASX:3PL)
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AGM 2021

Nov 9, 2021

Matthew Sandblom
Executive Chairman, 3P Learning Limited

Good morning, ladies and gentlemen. I'm Matthew Sandblom, Executive Chairman of 3P Learning Limited. On behalf of the board, I am pleased to welcome you to the 2021 3PL Annual General Meeting. The company secretary has advised me that a quorum is present, and I formally declare the meeting open. Consistent with prior years, we are recording today's meeting, and the audio recording will be available for listening via the company investor website following the meeting. I would like to introduce the directors and other officers of the company here with me today. Jose Palmero, the company's Chief Executive Officer. Dimitri Aroney, the Chief Financial Officer. The independent non-executive directors who are in attendance remotely, Allan Brackin, Belinda Rowe, Kathy Ostin, and Mark Lamont. The Company Secretary, Liz Wang.

We also have with us today, attending remotely, Renee Robertson, representing the company's auditors, EY, who will be prepared to answer any questions about the conduct of the audit and a representative of Link Market Services, our share registrar. Meeting agenda. As the notice has been circulated to our shareholders, I propose to take the notice convening the meeting and the items of business as read. We will move on to the formal business of the meeting. My address, shareholders. The acquisition of Blake eLearning in May 2021 has been the most significant event for the last 12 months for 3P Learning. Merging these two businesses has been discussed several times as a possibility since 3P first listed on the ASX over seven years ago, and I'm very glad it has now finally happened.

In the last five months since the deal closed, we have made good progress bringing 3PL's extensive multi-country school sales office operation together with Blake's successful product development team, as well as Blake's significant direct-to-consumer business. It always made a lot of sense to do this deal, and it will provide a great platform for significant future growth. As part of the integration plans, we have sharpened our strategic focus to concentrate on the three Rs, reading, writing, and arithmetic in both the school and the direct-to-consumer markets. These are the key skills that all students need as the foundations of future academic success. These are also the areas that schools and parents of pre-K to grade 10 students spend the bulk of their educational resource budgets on.

Our goal is to be in the top three online resources that schools use in the three Rs areas of Australia, New Zealand, U.K., and Canada, and top 10 in the U.S. market. We have similar goals in the direct-to-consumer space in each of these markets. To deliver on these implementations and product enhancements over the next nine to 24 months. To speed up our development of the writing component of the three R strategy, I'm also pleased to announce that we have acquired the Writing Legends program. Writing Legends is an innovative writing skills program that has been developed by the creator of Mathletics, Shane Hill. Shane will also be working with us to further enhance and expand this program for all the key markets we operate in. At the same time, we have discontinued investment in ReadiWriter as we did not think it had significant growth potential.

As well as the school and consumer markets, we also see bright prospects for growth in the enterprise space made up of Ministry of Education-level deals, corporate social responsibility deals with major corporate brands and distributor deals in largely non-English speaking markets. These deals can range in annual value from a few hundred thousand up to AUD 10 million plus, and we have multiple deals in the pipeline. These deals can have long lead times and payment cycles, so our intention is only to announce them once we have received at least a significant deposit for a contract. It has not been an easy year for 3PL staff during this time leading up to the Blake acquisition and in the transition period that followed. Some roles were made redundant and others were reassigned to new projects.

We still have the challenge of melding the cultures from the two companies into one, and this is made harder by head offices being closed to staff for most of this time and the inability to travel and meet staff in other states and countries. COVID restrictions are now being lifted, so now is the time to really focus on taking the best of both companies and make it into an even better company. Management have put in place a plan to do just this and will implement it over the next six months. We also plan to amalgamate the current two Sydney head offices into one in the H2 of calendar 2022. We've gone through significant board renewal with only one member, Mark Lamont, from the board who approved the Blake acquisition back in February. This year, continuing as an independent director, Mark is.

We have been fortunate to find three very capable and experienced directors in Allan Brackin, Belinda Rowe, and Kathy Ostin joining Mark and me on the board, each bringing different strengths and experiences in a diverse range of businesses and complement the deep educational technology experience I bring as chairman. I have been involved over many years in building multiple successful EdTech businesses, including 3P originally, Blake eLearning, and ClickView. I think there's never been a better time to be working in this fast-growing space. The newly merged 3PL Blake business is a great platform from which to grow a truly internationally significant EdTech business. I'll now hand you over to Jose Palmero for his CEO address. Thank you.

Jose Palmero
CEO, 3P Learning Limited

Thank you, Matthew, and good morning, everyone. As Matthew mentioned, in the first six months since completing the Blake acquisition, we've made good progress with merging the two businesses in line with 3PL's strategic objectives. We've put in place a strong, experienced senior leadership team by combining the relative strengths of the standalone businesses to maximize value and speed of integration. That team got to work straight away and achieved AUD 9.1 million in synergy savings in the first three months post completion. This was largely as a result of focusing product offering on our three hero products, Reading Eggs, Mathletics, and Mathseeds, and reducing headcount in the U.S. while we work on product improvements for Mathletics.

We will continue supporting our existing customers for the products that we've impaired, but we've done already in the AASB 141 balance sheet, but those customers will continue to be supported until the product sunset naturally. We've also successfully simplified business processes and integrated the finance, people, and administration functions under one roof. Market trading conditions, they've been good, for the first four months of the financial year with B2C and D2C revenue and EBITDA to October 2021 tracking well and within the FY 2022 guidance parameters announced in August 2021. These parameters, for your reference, were AUD 92.3 million-AUD 97.2 million in total revenue and AUD 12.1 million-AUD 15.4 million in EBITDA.

For enterprise deals, negotiations continue with corporates and ministries of education in emerging markets and are also progressing so far this year. We'll provide further details at our mid-year update in February 2022, once we have a bit more certainty about the payment terms. As we talked about before, these deals take time to put in place, and we will only announce them once we have received payment for them. We'll continue to seek other operational and efficiency improvements going forward, but the main emphasis now will be on company culture. We'll work together with our board to put in place a clear change management program to integrate people, processes, and systems with a strong communication plan over the next six months, so that we can start crafting the next chapter in 3PL's forward exciting journey for FY 2023 and beyond.

Our key strategic objectives for FY 2022 are to expand our product and marketing investment in B2C, improve Mathletics for the core B2B market, and further increase our efforts in emerging markets such as India, Middle East, and Latin America for B2B. Currently, these markets are serviced by our hero products, which cover two of the three fundamental learning skills that Matthew mentioned before. To cover the third one, we've acquired a suite of writing skills programs, including Writing Legends, Storyathon, Teacher Workshop Series for writing, and the Inspirity platform that hosts this program, which were developed by the original creator of Mathletics, Shane Hill. This acquisition helps us to gain scale to market and further develop the program to cover the third fundamental skill, writing, aiming to launch in the Q1 of financial year 2023.

We'll also be launching a standalone mobile B2C numeracy app in mid-2022. We believe this market offers good opportunities for growth and testing product features that can then be incorporated into our hero products. To sum up, overall, I think we've delivered important operational milestones for 3P Learning. We are on track to deliver FY 2022 results within guidance and have started laying the foundations for an even better FY 2023. Thank you very much.

Matthew Sandblom
Executive Chairman, 3P Learning Limited

Right. I'll move on now to the formal matters before this meeting. Shareholders will be given the opportunity to ask questions in relation to the resolutions that are being put to the meeting before any vote is conducted. Please note that this is a meeting of 3P shareholders and only 3P shareholders, their proxies, attorneys, and corporate representatives are entitled to vote and ask questions at this meeting. For those entitled to vote, please ensure that you have registered to vote by clicking on the Get A Voting Card button at the bottom of your screen. As outlined in the notice of meeting, I declare the resolutions to be voted on by 3PL shareholders at today's AGM will be subject to a poll which will be conducted by the 3PL share registry Link Market Services.

The results of voting will be announced to the ASX later today. Some rules around asking for such questions. We will allow each shareholder a reasonable opportunity to ask questions. We reserve the right to rule out of order any questions considered to be repetitive or outside of the scope of the meeting or the item of business under this consideration. If you'd like to ask a question, please use the Ask Question button at the top or bottom of your screen. Please note that while you can submit questions online from now, I will not address them until the relevant time in the meeting. Please also note that your questions may be moderated, or if we receive multiple questions on the one topic, amalgamated together.

Persons who have obtained a pin from the share registry will also be permitted to ask questions by telephone during the questions part of the meeting. If you don't have a phone pin and would like to ask a question via the phone, please contact Link on 1800-990-363 now to get a pin. In order to ensure that all shareholders have a reasonable opportunity to comment and ask questions, I request that shareholders limit their comments to one minute and do not ask more than two questions at a time. I will do my best to answer them or direct them to the auditor or a member of the executive team as appropriate. Shareholders attending the meeting online will be able to cast their vote via the virtual platform. Please refer to the Virtual Meeting Online Guide for further details.

We use the helpline specified if any assistance is required. I note that voting will end five minutes after the close of the meeting. After questions, where there is a resolution to be put to the meeting for a vote, I direct that a poll will be held and now open the poll on each of the resolutions two through to four. Resolutions two through to three are ordinary resolutions. Resolution four is a conditional resolution. This resolution will only be considered if at least 25% of the votes cast on item two are cast against the remuneration report. As Resolution 3A relates to the election of myself as a director of the company, I will step down from the chair and ask Belinda Rowe of the People and Culture Committee to chair the meeting for that resolution. Now, moving on to the ordinary business of the meeting.

The first item of business on the agenda is to lay before the meeting the financial reports of the company and its controlled entities for the 2021 financial year, and the reports of the directors and the auditors of the company. These documents have been made available to shareholders and are also available via the ASX and the company investor website. There's no vote required on this item. 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 questions when we consider that resolution. Are there any questions regarding the report, the company's business performance or management or for the auditor?

If you have a question, please use the Ask a Question button at the bottom of your screen, or if you are dialing in by telephone and have been issued a pin from Link, please now ask your question.

Operator

We have one question, which came through the webcast, and the question is, could you please give us a little more color as to the reduction in head offices from two to one and any resultant savings? This was by Edmund Carew.

Jose Palmero
CEO, 3P Learning Limited

Thank you, Edmund. I'll take that one. Basically, we have to look at this in the context of the synergy savings that we've already achieved for the company, and that happened in the first three months post-completion. As I mentioned before, the synergy savings were about AUD 9.1 million. That's already achieved, and that came from the simplification of the product strategy and streamlining the sales and marketing processes in daily work. Just to give you an idea, the product and technology reductions were about AUD 4.6 million. Consolidating and streamlining the office and support functions were AUD 1.1 million. Consolidating and simplifying the sales, marketing, and business processes was about AUD 3.4 million to give us 9.1 million.

The two offices, one being in the south at the moment and one in North Sydney, we're paying about AUD 600,000 a year. Obviously, if we're going to the one place, it'll probably cost us a little bit more than the individual offices cost us. There'll be some savings, I would say around the AUD 300,000 dollar mark. We obviously have to move into a new place, fit it out and all that, if that helps.

Operator

We're just waiting to see if there's any more questions. We'll wait for almost one more minute. If there's no questions, then we'll move on to the next resolution.

Matthew Sandblom
Executive Chairman, 3P Learning Limited

As there are no further questions, we will move on to the second item of business. The next item on the agenda is the consideration of Resolution two, 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. That is not to say the board does not take these resolutions very seriously, and the board does take account of the views of the shareholders on these matters, especially as it received a first strike against the Remuneration Report for the financial year ended 30th June 2020 at the company's last AGM.

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 financial year 2021. For the current 2022 financial year and beyond, we are undertaking a review of our incentives framework, and we look forward to releasing further details in our next remuneration report. We believe that 3P Learning's remuneration approach provides good alignment between a business objective, shareholder value, and executive remuneration, which motivates and retains talented executives. Are there any questions or comments related to the remuneration report? The directors unanimously recommend that shareholders vote in favor of the adoption of the remuneration report.

You will 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 open at the chairman's discretion, I intend to vote in favor of the resolution. I now ask you to vote on resolution two by clicking on the For, Against, or Abstain voting buttons. As set out in further detail in the notice of meetings, people entitled to vote on the poll are 3PL shareholders, proxy holders, attorneys, corporate representatives of 3PL shareholders. If you have not already submitted your vote online, please do so now. We will now move on to resolution three, the election of directors.

Because this year I am a candidate offering myself for re-election, I will hand over the chair to Belinda Rowe, Chair of the People and Culture Committee, to chair my election for the first part of this resolution.

Belinda Rowe
Independent Non Executive Director, 3P Learning Limited

Thanks, Matthew, and good morning, everyone. The next item on the agenda is the election of Matthew Sandblom as director of the company. His biographical background is available in the notice of meeting. The election of Matthew Sandblom is unanimously recommended by the board. Are there any questions relating to this resolution? The direct votes and proxies received in relation to this resolution are shown on the screen. For proxies open at the chair's discretion, I intend to vote in favor of the resolution. I now ask you to vote on resolution two by clicking on the For, Against, or Abstain voting buttons. As set out in further detail in the notice of meeting, people entitled to vote on the poll are 3PL shareholders, proxy holders, attorneys, and corporate representatives of 3PL shareholders. I will now hand back to Matthew to chair the remainder of this meeting.

Matthew Sandblom
Executive Chairman, 3P Learning Limited

Thank you, Belinda. The next item on the agenda is the re-election of Mark Lamont as a director of the company. Biographical background information about Mark is available on the notice of meeting. The re-election of Mark is unanimously recommended by the board. Are there any questions relating to this resolution? The direct votes and proxies received in relation to this resolution are shown on the screen. For proxies open at the chair's discretion, I intend to vote in favor of the resolution. I now ask you to vote on resolution three by clicking on the For, Against, or Abstain voting buttons. The next item on the agenda is the election of Kathy Ostin as a director of the company. Biographical background information about Kathy is available in the notice of meeting. The election of Kathy is unanimously recommended by the board.

Are there any questions relating to this resolution? The direct votes and proxies received in relation to this resolution are shown on the screen. For proxies open at the chair's discretion, I intend to vote in favor of the resolution. I now ask you to vote on resolution 3 C by clicking on the For, Against, or Abstain voting buttons. The next item on the agenda is the election of Allan Brackin as a director of the company. Biographical background information about Allan is available in the notice of meeting. The election of Allan is unanimously recommended by the board. Are there any questions relating to this resolution? The direct votes and proxies in relation to this resolution are shown on the screen. For proxies open at the chair's discretion, I intend to vote in favor of the resolution.

I now ask you to vote on resolution 3 D by clicking on the For, Against, or Abstain voting buttons. The next item on the agenda is the election of Belinda Rowe as a director of the company. Biographical background information about Belinda is available in the notice of meeting. The re-election of Belinda is unanimously recommended by the board. Are there any questions relating to this resolution? The direct votes and proxies received in relation to this resolution are shown on the screen. For proxies open at the chair's discretion, I intend to vote in favor of the resolution. I now ask you to vote on resolution 3 E by clicking on the For, Against, or Abstain voting buttons. The next item on the agenda is resolution four, the conditional spill resolution.

As the remuneration report was resoundingly adopted and passed with more than 99% of votes in favor of resolution two, this resolution is not required to be considered at today's meeting. If all voting has been put through, then I declare the poll closed. If you have not submitted your votes and would like to do so, you have five minutes to do so from now. The counting of the votes on the poll may take a little time. The results of the poll will be announced to the ASX shortly later today. Ladies and gentlemen, I thank you for your attendance at today's virtual meeting. There's been no other business to discuss at this meeting. I now declare the meeting closed. Thank you on behalf of the board for your attendance and participation. We look forward to your continued support.

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