G8 Education Limited (ASX:GEM)
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May 1, 2026, 11:49 AM AEST
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AGM 2026

Apr 29, 2026

Debra Singh
Chairperson, G8 Education

Good afternoon, everyone, and welcome. My name is Debra Singh, and I'm the Chair of G8 Education. I would like to begin with an acknowledgement of country. I begin by acknowledging we are conducting our meeting today and pay respect to elders past and present. Islander peoples have been nurturing and teaching children on these lands for thousands of years. Grow connections together as a united community. Annual General Meeting as a hybrid meeting and is pleased to provide shareholders with person or online, where shareholders will be able to watch, listen, ask questions. I thank you for those that are in attendance today. Please note that shareholders and. While we welcome all visitors attending the meeting today, please note that visitors. I would like now to introduce my fellow directors, who are here with me today.

Is ah, Julie Cogin, Stephen Heath, and our Managing Director and CEO- today's meeting due to unforeseen circumstances. I also welcome M- who is available to take questions, and Ms. Josie King, our Company Secretary. By a presentation from our CEO and Managing Director, Pejman Okhavat.

Speaker 7

Is he on the phone?

Debra Singh
Chairperson, G8 Education

He's very unwell today. He's not able to answer questions. We can refer those questions to him. I'm sure he'll be. I will move into the procedural matters of the meeting. I am now pleased to present my chair's address. FY 2025 was one of the most challenging and defining years in G8 Education's history. Events across the sector, including the horrific incidents in Victoria, regulators, shareholders, and the broader community. They tested confide- and care providers nationally and required deep reflection across the sector. Reinforce the privilege and responsibility entrusted to us in caring for children. Safety, vigilance, transparency, and accountability. In the face- I want to acknowledge the professionalism, compassion, and res- children, families, and one another with care, integrity, and pur- actually difficult year. Their actions reflected the very best of our values.

Values. It guides every decision we make. We continue to strengthen our governance frameworks, systems, training, organization. Importantly, the board established a management committee to provide enhanced focus, governance. Despite the challenges of the year. In 2025, 95% of centers were meeting or exceeding the National Quality Standard. While this result is encouraging, our internal aspiration remains. One of our centers meets or exceeds the required standards. Supporting and retaining skilled, capable educators and teachers remains fundamental. At the end of 2025, we were proud to have around 36,000 children by more than 8,800 passionate team members all thriving together. I've already highlighted how challenging the operating environment was. Influenced enrollment decisions, market demand softened, and the sector experienced impacts.

During the year, our occupancy levels reflected broader sector pressure on the group's financial performance. In these circumstances, in alignment with shareholders' outcomes, the board has determined not to propose a resolution. The board does wish to acknowledge our CEO, Pejman, the leadership team. We are always grateful for their contribution and efforts, and never more so. Notwithstanding these tough conditions, operating cash flow remained positive. The board and center environments while strengthening portfolio alignment through carefully considered. During this period, the board remained focused on balance sheet resilience, long-term sustainability. Acknowledging that shareholder returns were constrained during this, the year. The organization's strategy to reflect emerging sector dynamics, strengthening and enhancing a deliberate phase focused on consolidation earlier in earlier years and reinforcing our safety, operational fundamentals. While sector conditions remain challenging, leadership and commitment to continuous improvement. We have confidence forward.

As we continue to strengthen our service offering, our focus is the 66,000 families who attend our centers every day. While this will take time, the board is optimistic about the opportunity ahead to strengthen G8 Education as a leader in the early childhood education. G8 Education is in good shape. We do, however, acknowledge that broader factors to pressure on our share price, with the market currently reflecting sentiment. These factors are outside our control. They do not diminish our confidence in the resilience aspects. Our focus remains on disciplined execution, strengthening processes.

On behalf of the board, I extend my sincere thanks to our team members across our network for their dedication. I also thank families, communities, regulators, partners, and shareholders. We are committed to creating safe, nurturing environments where every child can learn. Thank you for attending today. I will now hand over to our CEO and Managing Director, Pejman.

Pejman Okhavat
CEO and Managing Director, G8 Education

Thank you again, not just for G8 Education, but for the entire ECEC sector. How we are strengthening G8 Education's foundation for the future. The operating Family decision-making, impacting enrollment and enrollment patterns and demand stability. Serious incidents reported nationally rightfully led to heightened regulatory scrutiny and an enhanced. Incidents impacted family confidence and trust right the way across Australia. Our Agenda last week involving a former employee who worked across a large number of Victorian early childhood team members during the incredibly difficult time. We continue to do everything we can. This matter is currently before the courts, it is not appropriate for me or the board to comment. Views, it shapes every decision that we make. There's no higher priority than safety and well-being. That compromises that safety. In response to sector conditions and changes to.

Systems and practices across our organization. Child safety standards continue to be strengthened within our governance framework. Key initiatives included enhanced recruitment, ongoing mandatory safety and safeguarding training, prohibiting channels, and continued investment in cybersecurity and safe digital environments. Leadership teams reinforce the importance of children having a voice in their own safety. It into curriculum frameworks with further expansions planned for 2026. CCTV across the network. The project has progressed carefully, and we are working closely with the Implementations to ensure strong safeguards are in place relating to. Despite the challenging environment, our commitment to high-quality education and care remains. Rating outcomes. By the end of 2025, 95% of our centers were above the sector average and 2% above the prior. Our focus on communication, greater visibility of learning, increased flexibility, and improved access to.

Our Net Promoter Score, demonstrating growth and confidence and trust from our families. Learning, development, and wellbeing outcomes for every child in partnership with their families. Throughout 2025, we focused on strengthening capability, leadership. ECEC Worker Retention Payment was implemented in December 25. Engagement remained strong and above center benchmark throughout the year, culture, career pathways, and capability building and leadership development, talent mapping. Inclusion and reconciliation. 98% of our centers were operating. Meaningful progress in culturally responsive practices. Working conditions, as I said, remained difficult, reflecting ongoing cost of living pressures. Our financial performance reflected these headwinds with a statutory EBIT loss. Net loss after tax of AUD 303.3 million. The recognized at 31st December 2025 was AUD 93.3 million.

AUD 103.8 million underpinned by operational and cost management. The evolving family expectations, changes in government policy, and broader sector dynamics. In child safeguarding, embedding safety leader capability, continuing to improve family experience and supporting our team and our people and maintaining financial discipline in education and care across Australia. Our continued investment in child safeguarding quality standards. The outcomes and deliver long-term value. Quality is not only fundamental to our purpose operating landscape. As we outlined in February, the near-term operating environment continues rise in interest rates and cost of living pressures for families influencing occupancy. New supply continues to enter the sector, the pace of growth has slowed. We continue to differ from time to time, state by state and territory, which adds complexity and cost of compliance.

here today, our current occupancy as of week ending 25th of April 2026 is a spot occupancy of... comparable period. Year-to-date occupancy is 56.1%, which is to ensure we remain sustainable, resilient, and well-positioned to continue delivering safe... resources can be best effectively allocated in the current conditions to support high quality... As a result of G8 Education's assessment, the following three key initiatives are planned to be... approximately 40 centers. Our network optimization framework identifies challenge and... macro conditions. G8 Education's immediate focus remains supporting... positioning them to one of our nearby centers and redeployment of our team members where possible. Ending of the leases, divestments or other alternatives. Impact safety, compliance or capacity of our center-based team to deliver high-quality... support office structure and reducing its cost base. While decisions like this...

to achieve the outcomes I have just outlined to you. Our priorities are clear, underpinned by every decision we make. Alongside this, we are focusing on delivering consistently financial discipline and operational accountability. Together, these priorities the current conditions while delivering resilient outcomes and a stronger and more sustainable. I express my sincere appreciation to our team members across the country for their professionalism, resilience, and futures for the children and families in our services every day. I would also like to acknowledge the support of our and regulatory stakeholders and wider sector colleagues. Lastly, I would like to extend my thanks to you, our shareholders. lay the foundations for long life learning for children in Australia. Thank you. I hand back to the chair.

Debra Singh
Chairperson, G8 Education

Thank you, Pejman. I will summarize the shareholder question and voting procedures which apply to this meeting. To be considered today. The resolutions are outlined in the explanatory notice of meeting be taken as read. Each resolution to the meeting and ask for questions. Those holding yellow or blue cards are entitled to submit questions. As a ask for questions in the following order. Firstly, if you are in the room, you can ask yellow or blue attendance card, and a microphone will be brought over to you. Secondly, if you have joined us Secretary and addressed at the relevant resolution. For those of you who have joined us online, instructions for how to lodge a question online. Also an online guide available via a link at the bottom of your screen.

If you have joined us, I note that we have not received any shareholder registrations to ask questions. The voting procedure for voting will be as follows. The proxy votes are contained in the screens at the appropriate time. All resolutions being put to the meeting today will be determined in favor of resolutions 1 to 4, to the extent I am permitted to form and place the voting cards in the boxes carried by MUFG Corporate Markets at the conclusion of the meeting. For those of you who have joined us online, you may place your votes. See the instructions in our presentation today or the online guide available via the link at .edu.au/agm20. An ordinary resolution, as such, must be approved by a simple majority of the votes cast by resolution. Shareholders can submit their votes online until five minutes after the meeting closes.

Will tabulate the results, which will be released shortly after today's meeting available on our corporate website. Before proceeding to 2025 financial statements, Miss Sallyanne Jamieson. Kelly, for joining us today, and for the last 9 years of your audit. Who's joined us in person and is available to take questions on the conduct of the audit and the preparation. Directed to myself as chair of the meeting, and I will then invite any other director or relevant person. I'll now turn to the first item of business, the financial statements and reports. FY 2025 annual report, including the financial statements for the year ended 31 December. Including questions on the business or operations of G8 Education Limited. Questions that have been submitted regarding other items of business will be held until we come to that item.

Shareholders or corporate representatives of shareholders holding a yellow or blue attendance card. It's all your questions through to me as chair. If you believe you do not have the correct attendance card. Are there any comments or questions from those in the room on this item?

David Kingston
Shareholder, private

Thank you. Good morning, Chair. Extremely disappointing announcement this morning. Three key things. Occupancy has. You have closed or suspended another 40 centers. Thirdly, the mark- today. I'd also say, Chair, as per the Corporations Act, I do have a number of comments. Let's look at the facts, Chair. G8 was Australia's. 100 centers. It's now got 360 which are operating. Disturbingly in the past year, G8 has been far and away the worst performing. It's fallen by 80%-85%, Chair, from AUD 1.20 to AUD 0.24. Your three listed competitors, Chair, Embark has fallen only 35% . Mayfield has fallen from 10% from AUD 0.40 to AUD 0.36. Nido has fallen from AUD 0.80 to thir-. I'm going to be frank, G8 is the dunce of the class. From the high AUD 0.60s.

On the 10th of February, there was a disturbing market update. Written off, along with a cancellation of the dividend. Stock got smashed after that. Stock continues to be smacked AUD 0.24. Look over a 10-year period because you can have a bad year, but that's equally as woeful. Anyone unfortunate enough to have bought then has a capital loss of 94%. Happened with this company. You keep on going to the market to raise equity. You've raised a lot of money. Yeah, on October 2014 at AUD 4.91 a share. Was on the board then, that's not your fault. There are a number of directors for 2020. Those people who backed you. The really bad capital management continued.

Quote, "To improve EPS." The shares were purchased at miles above today's. The buyback was paused in February 2026. At the current G8 yesterday had a market cap of AUD 185 million. Today it's AUD 125 million. April 2020. That's the extent of the shareholder value destruction. None of your competitors or peers have fallen as calamitously. You had a market cap of AUD 1 billion. Today it's AUD 125 million, AUD 130 million. Clearly, as I said, Julie Cogin, September 2017. Peter Trimble, May 2020. CEO January 2023. He's been on the board for three and a bit years since 20 24. Let's look at what's gone so badly wrong. To be frank. In my opinion, this is a crisis.

This company is bordering on bankrupt the way it's going. I'll come to that in a minute. What's gone so badly wrong? Yes, I accept. Employees, that's fine. That's endemic. That's got nothing to do with you. That's not my issue. Listed childcare company. The malaise goes back for 10 years. In addition, as Toni Thornton will know, there's a lot of people who've capable people make money in childcare. It's subsidized by the government to a large degree. It's not a Factors contributing to the disastrous performance. Look, clearly before your time, Chair. On a number of properties. Part of the reason why today you're closing another 40 properties. 400, now you're at 360. Let's look at a couple of shocking deals.

In November. Even worse, in October 2023, you announced the transfer of 31 underperforming. To take those centers, a liability. As it turned out, some of the landlords refused. Is that you're too centralized, you're too bureaucratic. A lot of the smaller groups are making good money. It tends to lead to high head office expenses and arguably less effectiveness at share is labor. Whether you've got 400 centers or one, you're paying the same labor rates. Central management structure is one of the problems. Third factor clearly is really bad capital management. You bought back shares. AUD 0.16. That's contributed to your gross debt being AUD 155 million. Contributed to canceling the dividend because you've got no money left to pay the dividend. Obviously you had to cancel. 7%, EBIT down 19%. NPAT before the abnormal unambiguously worse.

What's the key problem that the board has to fix? -%, down from 70.7 in 2024. Spot occupancy in the seasonal. You announced today it's 56.4, which is very disappointing. Market outlook is horrendous. With the ongoing poor occupancy, rents and but the 2026 earnings outlook clearly is gonna be way below 2025. Okay. I'll get to my questions in a second. The balance sheet is a real concern. Gross debt is AUD 155 million. You know, you need that cash for working capital. The balance sheet worries me. In my view, that's delusional. I don't know how the auditor signs off on that. You're from the previous year at AUD 916 million. It's just too high. Retained losses of AUD 427 million. Your NTA is negative.

Lease liability is six hun-

Debra Singh
Chairperson, G8 Education

I would happily spend some time after the meeting with you. Questions there. I think one of the reasons we're doing and taking the initiatives we're taking that we actually can retain a sustainable business. I'm happy to talk about that with you. Both volunteered time to spend with you.

David Kingston
Shareholder, private

Look, thanks for that, Chair. I'm getting to my questions.

Debra Singh
Chairperson, G8 Education

Look, we do have questions.

David Kingston
Shareholder, private

I'm sure you'll have questions, I don't think you're going to have a whole list of people. For reasons I've mentioned, I tried to explain why I think the performance is unacceptably. My first question though, Chair: Will G8 breach its debt covenants? Emergency equity raising? Question one.

Debra Singh
Chairperson, G8 Education

First, answer to your breaching debt covenants, that would be disclosable. As you know, we're as a business. At this point, [inadible] .

David Kingston
Shareholder, private

Could potentially be different in a month's time. Do you wanna help the shareholders understand clarifying what the debt covenants are? You owe AUD 155 million, which is higher than the value of the whole company.

Debra Singh
Chairperson, G8 Education

I've been talking a lot.

Pejman Okhavat
CEO and Managing Director, G8 Education

Yeah. No, thank you. We don't publicly disclose our debt covenant response that, you know, the board and the management take their obligation incredibly financial situation on incredibly regular timing frames, and we're updating the board assesses that there is a disclosure required. The board will do so, as they have demonstrated that any specific issues or challenges, the board will have considered that. I think the board and I have answered that question.

David Kingston
Shareholder, private

Well, I don't think you have. Eviscerated by the woeful performance. The market is saying the value of the company is below you know whether this company is at risk in breaching its debt covenants and whether there is a potential the future.

Pejman Okhavat
CEO and Managing Director, G8 Education

Is there a second question? I'll leave it to Chair.

Debra Singh
Chairperson, G8 Education

Any other questions, Josie, ?

David Kingston
Shareholder, private

Sorry, Chair. My second question. That was the first question about the debt covenant.

Debra Singh
Chairperson, G8 Education

David, I thought you.

David Kingston
Shareholder, private

Either from, for you, or from Pej, or from the auditor. On what basis support a goodwill amount of AUD 697 million that gives shareholders left. On what basis can you possibly do that? Like, the goodwill clearly on suspended them. If either you, Chair, or the Chief Executive, or the auditor could 'cause the market disagrees vehemently.

Pejman Okhavat
CEO and Managing Director, G8 Education

Obviously, our goodwill calculations are done at a full year and a half year. The calculations done at the full year were based on the assumptions and the numbers at that point.

I'd also refer to our audit report, which outlines the accounting guidance and that testing is performed at 31 December last year without the use of any hindsight.

David Kingston
Shareholder, private

As a follow-up, in other words, the true goodwill figure today may be dramatically lower. 10% of your facilities as per to this morning's announcement. It sounds like that goodwill

Pejman Okhavat
CEO and Managing Director, G8 Education

Potentially. I mean, we'll do that assessment at that point in time. The other point I'd make is numbers.

David Kingston
Shareholder, private

Clearly some of those 40 centers had some goodwill. Clearly that has to come.

Debra Singh
Chairperson, G8 Education

I can answer that if you want. You do not test goodwill at each center level. It's outlined in the center-by-center basis.

David Kingston
Shareholder, private

I know that, clearly the goodwill associated with 400.

Debra Singh
Chairperson, G8 Education

All right, let's move along. Josie, any other questions?

Josie King
Chief Legal, Quality and Risk Officer, and Company Secretary, G8 Education

Right. Chair, we've received a number of questions. It comes from John Logan. It relates to employ- been paid out. Of the AUD 1.5 million remaining, how many employees are affected?

Debra Singh
Chairperson, G8 Education

Yeah. We've talked to this before.

Pejman Okhavat
CEO and Managing Director, G8 Education

Thank you. To date, as you outlined, affected. We continue to work with Fair Work Ombudsman employee payment remediation. The remaining employers, we've tried a number of different avenues. Ones that are relating to those employees are absolutely and we've also informed the Fair Work that we're very happy to put it in a trust under their guidance.

Debra Singh
Chairperson, G8 Education

Thanks, Josie.

Josie King
Chief Legal, Quality and Risk Officer, and Company Secretary, G8 Education

Okay. The next question, most revenue is derived from government public sources. What percentage of revenue is.

Debra Singh
Chairperson, G8 Education

It's the detail that you know.

Pejman Okhavat
CEO and Managing Director, G8 Education

It's fine

Debra Singh
Chairperson, G8 Education

very deeply.

Pejman Okhavat
CEO and Managing Director, G8 Education

Yeah. Government provides families with the Child Care Subsidy. Assessing each family to access that through this. What we do is, on behalf the family, we actually access that by center. The level of Child Care Subsidy goes towards the fees that are charged. The Child Care Subsidy may not meet the level by which the actual fee the operator is, and therefore families have to top that CCS to that level. Which if I'm correct in understanding Mr. Logan's assessment. Metric that we calculate and we share very publicly. I can give you an approximation of that. Yes, that's very similar across the sector.

Josie King
Chief Legal, Quality and Risk Officer, and Company Secretary, G8 Education

Thank you. Joe Westbury, to have earmarked the 40 centers for suspension.

Debra Singh
Chairperson, G8 Education

I think it's fair to say, we aren't prepared to talk about what the actual dollar impact is at this point in time and will continue to assess as we go through this process, as we continue through the program.

Pejman Okhavat
CEO and Managing Director, G8 Education

Sure.

Debra Singh
Chairperson, G8 Education

Yeah, we will know more.

Pejman Okhavat
CEO and Managing Director, G8 Education

Yeah, no. Slightly a little bit of color on that point, if I may. That looked at to find an alternative. We do assess that it'll have a positive EBIT impact. Of course, when you have third parties like landlord involved, it can take a bit of time. Assess due course, and whatever we have concluded by half, we will report on.

Josie King
Chief Legal, Quality and Risk Officer, and Company Secretary, G8 Education

Another question. This one comes from Mr. Daly.

Debra Singh
Chairperson, G8 Education

We absolutely do. I don't, I'll throw to you in a minute, Pej. Bit counterintuitive, but actually these initiatives that we're going through right now, they help grow the business. We have a number of to our strategy and phase two of our strategy. It's a very difficult time in the sector, but we feel very confident about the future retaining those families and actually being able to attract more families. We will actually be able to lead in that area. We see the future as we will sustainably grow the business. Pej, anything you'd add?

Pejman Okhavat
CEO and Managing Director, G8 Education

Our assessment and many others who we work closely with and many others who are unprecedented and tough time. Probably not too dissimilar to what HK as Chair outlined, we're ensuring that we course adjust the business. Making sure we rightsize our support functions, rightsizing our cost that need to be addressed. Ensuring, to your point, we remain sustainable, and are not here for the next month or so. We anticipate them to be here for, you know, few months.

Josie King
Chief Legal, Quality and Risk Officer, and Company Secretary, G8 Education

Thank you. Chair, that is two questions from each from those shareholders. Would you be willing to entertain additional questions?

Debra Singh
Chairperson, G8 Education

From five to one. I'm very happy to, Pedj and I. AGM.

Josie King
Chief Legal, Quality and Risk Officer, and Company Secretary, G8 Education

To, there's one, perhaps one question that I will send to you now. Would and why has the, has the board considered resigning after an abysmal gone in the last eight years?

Debra Singh
Chairperson, G8 Education

I don't want to be flippant, manage through over the last 12 months. It would've an e-easier-. Definitely didn't ever go to that. We went to, "How do we lean in? How- this crisis, and how do we come out of it, and how do we protect the thirty- and in our centers every day?" How do we retain our entire team of nine-? I would say leaned in. If-- As I said, an easy option would be to resign, in my view. manage through the crisis and, obviously w-. I can tell you it's been an extremely tough period. I would not want to be surrounded- other boards, and the support has been fantastic.

Josie King
Chief Legal, Quality and Risk Officer, and Company Secretary, G8 Education

Question, from Stephen Mayne. happened to an Australian AGM debate in 25 years. I was going to ask 4 questions today. Will you.

Debra Singh
Chairperson, G8 Education

I think we are going to run out of time today. I'm happy to spend time with Stephen or with David. Up the back. We have a yellow card.

Speaker 7

Just a quick follow-up on that comment that closing the 40 centers should be going to be paying the rent and a bunch of other fixed costs. Is what you're saying that those the fixed costs that you're still gonna have to be paying? The second part there's been a few years ago, you had to pay a lot of money to is fearing a pretty bad outcome to exit some of these centers. Could you just I presume if you could have sold them, you would have. I mean, just any reassurance or detail that

Debra Singh
Chairperson, G8 Education

Thank you.

Speaker 7

Just on the rent as well, please, because I don't know what the rents are costing, but how long are the leases? Like, any other detail you could provide? AUD 10 million, AUD 12 million? Like, are those. I know that there's a big spread there, but they must be losing a lot of m-

Pejman Okhavat
CEO and Managing Director, G8 Education

Look, as I said earlier on, I'm not able to disclose in an overall shape of those 40. Your logic of is the still have a positive impact from an EBIT point of view. That's where it's coming from. 40 centers, what the outcome will be, you know, what will it take either. As I said, half year, if we've managed to do that and anything post that.

Speaker 7

Just a quick follow-up. How did they get to that state? Like, geographic, you know, area? Was it related to some of the incidents in the past?

Pejman Okhavat
CEO and Managing Director, G8 Education

No, it's a good question again. For those who've kind of and a half years, what I've implemented rather than having projects is a one-off issue that it was three days ago when we went to the market. That was a catch-up because we hadn't. We did that once. Since then, we have continued to optimize our portfolio. Certainly over the last 12-18 months, as the market conditions have got tougher and tougher. Many average performance are becoming lower performance due to the fact that the sector has been impacted. This isn't just we made this decision last couple of months. We assess our. We make a decision to optimize. We have predominantly been optimizing. The conditions haven't been right. For example, last year overall, I think out of the centers.

this year that number would have been relatively about similar numbers if made the number higher this year.

Debra Singh
Chairperson, G8 Education

As there are no further questions, I will move to the formal resolutions. Virtual voting card. The first resolution in the notice of meeting is a non-bi- vote on this resolution is advisory only and does not bind the directors of- exclusions apply to this resolution as set out in the notice of meeting. The resolution is to consider- ordinary resolution in accordance with Section 250R(2) of the Corporations Act 25 be adopted. I now welcome questions with respect to the re-. Are there any questions? David?

David Kingston
Shareholder, private

Look, a good move to not put forward equity incentives that AUD 1 million. Base director's fee is AUD 140,000 plus committee fees AUD 30 million. Look, a question to Toni Thornton. Toni, I've had the pleasure of meeting you, a member of the team. We actually met with your role at Star Entertainment, tough jobs. That was a very tough job. I think you had so many board meetings there. You're also a founding director of Habitat Child Care Enterprise . I'm sure that the financial performance and the capital value dramatically outperformed the woeful performance of G8, both in. You know, I'd be interested in your comments. I made a comment before that I think a lot of the small centers focused.

In my opinion, arguably these monolithic centers. I think all shareholders would be interested in your views on that, Toni, 'cause you wear two hats, an owner of a small one. The follow-up to that, it's part of the same issue, is a 96%, 97% down over short-term and long-term periods. G8 lost the license to run this facility. Has the shareholder value? Should it be broken up? I think you've got over 20 brands, Toni. If either the entire company is sold or it's broken up into smaller parts. Thank you.

Toni Thornton
Non-Executive Director, G8 Education

Originally in a previous corporate finance background, thank you for your attendance is very important to us. Look, I think comparisons can be really difficult. Current environment, who has seen anything like what we are going through today, whether it be small operators, medium operators, at a scenario where there has been a significant shift in the supply-demand. Us through various and numerous events. I think Pej had alluded to. Look, I'm not convinced it's great to look at the comparisons different structures, different cost structures, different lease obligations. This industry is very much about the main drivers of occupancy are really around that network quality is on the improve, which is one of the key drivers of leading occupancy. Profit for purpose environment.

This isn't investment banking, it is where we, and as a board, that is a very important ticket to play as such that the words that, staying very focused on that to lead us through what has been a really the amazing team that we have that turn up each day. From my perspective, that's probably the most, and very happy to chat to you afterwards as I spoke to you before.

David Kingston
Shareholder, private

Be closing any of your own centers, whereas G8's announced today it's closing 10% of its own centers. 400, we're now down at 360. I don't think that fate is awaiting your private business. To take a little bit of umbrage at. I just don't. I do try to be balanced and fair, believe me. I don't just look at the one year. I honestly do try to be fair and balanced. To be honest, I'd much prefer to come along here today and congratulate every. Like the Chair said before, we are in good shape. You and I, Chair, have a different definition. Sustainably grow this company. Chair, CEO, I think the big issue is whether you can survive for a long time.

Thank you for reminding me we met before Star, you know, the excuses keep erosion of shareholder value. I accept that the challenges have come out more acutely in the well. I think she was a bit too tough on the sector. That's Adele. I accept that. That's Yes, it's a tough sector, but G8 by a million miles is far and That's the issue. If you're on the same page as the others, I would have no comments because I accept it's rest of the breed, and appreciate your thoughts on that, Toni.

Toni Thornton
Non-Executive Director, G8 Education

David, I'm not sure I can add anything with comparisons. I fully accept that the performance to date are very wholly and solely focused on navigating this business through an incredibly tough time. elements of what can and drives growth in occupancy in this sector, experience with occupancy. Until we navigate through that, and we are very focused on to stay firm on a very clear goal and clear direction to help drive the business into

Debra Singh
Chairperson, G8 Education

No other questions. Thank you.

Josie King
Chief Legal, Quality and Risk Officer, and Company Secretary, G8 Education

One more question, from Stephen Mayne. His question is, he's amazed there are no protest vote report. Which proxy advisors issued reports, and did they oppose any items including this remuneration?

Debra Singh
Chairperson, G8 Education

We had two proxy advisors, report, Ownership Matters. Opposing votes, as I understand it. Josie, that's correct?

Josie King
Chief Legal, Quality and Risk Officer, and Company Secretary, G8 Education

Yeah.

Debra Singh
Chairperson, G8 Education

Okay. Proxy votes have been received in respect of this resolution and appear on that have been issued with a yellow shareholder or proxy holder card to complete. Two. We will now move to Resolution Two, the re-election of Professor Julie Cogin fit to pass the following resolution as an ordinary resolution, that Professor Julie Cogin 2023 as a director in accordance with the company's constitution herself for re-election as a director of the company to be elected as a director. Re-election as a director of the company. I can confirm that Julie re-election, and the board considers her to be an independent non-executive director. More information about Julie. Note to the notice of annual general meeting. Before we move to the resolution, Julie will

Julie Cogin
Independent Non-Executive Director, G8 Education

Chair, fellow directors, and shareholders, thank you for the opportunity. Education. I have served on the board for nine years, and have spent over 35 years working in the education sec- of the power of education to change lives. A belief that has sustained my motivation as. I have seen firsthand how high-quality learning delivers lasting benefit. Families and communities by enabling workforce participation and contributing to long-term social this board. At G8, our responsibility begins with the safety and well-being of children. It is our most fundamental duty and the foundation of trust families place in us each day. As a board member. In our governance, systems, culture, and leadership expectations, and that it remains. Organizational psychology, law, education, HRM, cybersecurity. With deep expertise in strategy, law, education, and HR. This contributes. Quality, workforce stability, disciplined financial management, and effective.

reinforced that high-quality education outcomes depend on the experience of our people. Led and engaged create safer, more stable, and higher quality learning environment. We have a strong focus on culture, workforce capability, leadership development, and accountability of performance and risk management. Quality is not only fundamental to our purpose, landscape, and will ensure our long-term growth. If re-elected, I remain committed to. As our foremost responsibility, bringing an education-informed and people-centered perspective to board discussions, working with the board and management to drive improved performance and increased. Strong financial performance are mutually reinforcing. I'm committed to supporting G8. Educators are proud to work for. Shareholders can have confidence in. For considering my re-election.

Debra Singh
Chairperson, G8 Education

Thank you, Julie. Are there any comments or questions? David.

David Kingston
Shareholder, private

Thank you, Chair. David Kingston. You're a very intelligent woman. Far more degrees than I've got. I'm purely law and commerce. You ignored one thing though, Professor, the elephant in the room. Under your tenure, and you are the longest-serving director on the board, along with Margaret. 95% of shareholder value. Mid to high threes down to. I'm happy to ignore short-term issues. I think clearly there's challenges at the moment. You're one of the board, destroyed 95% of shareholder manicure. You're being voted on every day, as is every director. You're an incredibly intelligent woman with great credentials. The share price is giving you an F. F for fail, because you've destroyed. You ignored the issue of shareholder value destruction. What you take for the major share price destruction, which hurts people.

Shareholders are hurt. Question number two is, I've got enormous respect for you for the reasons I've said. I'm surprised you're not resigning. Great person. Would you personally take the opportunity today, Professor, over your duration as director because they've lost a lot of money. Not me, I'm a recent shareholder.

Julie Cogin
Independent Non-Executive Director, G8 Education

I certainly as a director for nearly. It's not where it, where we would hope it would be, and I believe that it is. Definitely take responsibility. We've worked very hard as every event has. I am going up for re-election because the sector is facing regulatory change and continuity in the board and corporate knowledge is. As a board, we have ongoing evaluation of our performance, and this has helped with external people. Have active activities in place for board renewal at the. To come on board, and new directors. That said, there are a number of. That I'm able to contribute to those, and that my experience places. To make a call about if I'm making a contribution. I'll leave it up to them.

Debra Singh
Chairperson, G8 Education

You asked two questions, David. We need to keep moving forward. I'm sorry.

David Kingston
Shareholder, private

With all due respect, I, the Professor did not answer one of my questions, that I have never known a chair.

Debra Singh
Chairperson, G8 Education

Okay, David, we are running out of time.

David Kingston
Shareholder, private

Chair, this is a crisis meeting. Shareholders are being slaughtered. Comments that under the Corporations Act they are allowed to ask. With respect, I do think they should have the right to ask questions. Professor, you didn't answer my. You didn't ask my specific question. Do you take this opportunity today? The value destruction that has incurred over your nine years, and I do disagree with you. There's you, highly talented woman, notwithstanding the failure, the F for fail. For re-election. There's two parties. There's do you feel embarrassed, so you should step down. I'm intrigued as to why an honest, highly talented woman of your caliber. Shareholders, and putting your name forward. Two follow-ups, but particularly do. Painful value loss that you have partly contributed over your nine-year period. Thank you.

Julie Cogin
Independent Non-Executive Director, G8 Education

This business over the term of my tenure as a, as a director. An F as a fail. I believe that they're supportive of my election being to the board. I'll leave it at that.

Debra Singh
Chairperson, G8 Education

Thank you, Julie.

Josie King
Chief Legal, Quality and Risk Officer, and Company Secretary, G8 Education

Yes, Chair. There is one question, two questions from Mr. Bre-. Contributions to the board, did you actively question the capital allocation policies at meeting?

Julie Cogin
Independent Non-Executive Director, G8 Education

In very much a fulsome way, not only the capital allocation- Of the, of G8.

Josie King
Chief Legal, Quality and Risk Officer, and Company Secretary, G8 Education

Thank you. Professor Cogin's theories of early childhood education played any role in the company?

Julie Cogin
Independent Non-Executive Director, G8 Education

I'm not sure exactly what that question is getting at, but Of which I chair, and those theories do convert into G8 Education's educations for our children. The education strategy, our family strategy always has to be considered in a balanced way. What we education.

Josie King
Chief Legal, Quality and Risk Officer, and Company Secretary, G8 Education

one final question, Chair.

Julie Cogin
Independent Non-Executive Director, G8 Education

Since of 10 years. At this stage.

Debra Singh
Chairperson, G8 Education

Julie Cogin, and we're very supportive of your re-election. I'd also just like to add that we are undergoing right now, and we do this renewal process. I won't ask you to talk to that, Margaret, as the nomination chair. Have board renewal process underway. Thank you. Have been received in respect of this resolution and appear on screen now. Determined by a poll. Please mark your voting card accordingly. Peter Trimble. The resolution is to consider and thought fit to pass the and re-elected on 20 April 2023 as a director of the company. Being eligible, offers himself for re-election as a director of the company. This of meeting, Mr. Peter Trimble is seeking re-election as a director of the company.

Election, the Board considers him to be an independent non-executive director. Peter's background and qualifications, experience, et cetera, Before we move to the resolution, I would like to read Peter's prepared remarks in support of his privilege to nominate for re-election as an independent non-executive director. This committee have been challenging for our company and the industry, but still highly including my fellow directors. My background is first and foremost risk management, strategy and planning, M&A, and business sector. It has enabled me to contribute to the strategic thinking and good always be on delivering great outcomes for our children and families. If we do this well, can in parallel be a great employer, deliver shareholder value long Like Julie, I also believe that early learning education is one of the most important investments.

Reason why I am committed to this company and focused on its future success. It would be an honor to have your support for another term. That concludes. Any questions for the room?

David Kingston
Shareholder, private

Thank you. Look, Chair, I appreciate Peter's unwell, so is unable to participate. Obviously highly relevant. He joined ABC Learning in 2008 as CFO. He played a major role in the restructure and the sale to Goodstart. He mentioned that he is strong at business restructures. I agree with that because the company is not in a good place. He's strong, he says. Risks are currently hurting this company big time. In Peter's absence, Chair, I'd like to comment on two things. I was surprised to hear you say before the company is in good shape. That the company will sustainably grow the business. In my view, priority is to recover some shareholder value. To grow the business to me is fanciful. Those two comments, Chair, in Peter's absence. Thank you.

Debra Singh
Chairperson, G8 Education

David, what we're doing, continue to keep this business as a sustainable business. We believe everything we're doing. I can tell you Peter is a integral part of the board, support. I think I'll leave it there.

David Kingston
Shareholder, private

Just a brief follow-up, Chair. We've had a crack. We have destroyed a lot of shareholder value. You know, to keep on hearing as the share value goes down to horrible levels. Maybe no sustainable future, Chair. I am concerned about the debt covenants, and the answer to that and yourself say, "We've had enough. We've had a decent crack. It didn't work. Let's pass the baton.

Debra Singh
Chairperson, G8 Education

I'll take that under consideration. Thank you.

Josie King
Chief Legal, Quality and Risk Officer, and Company Secretary, G8 Education

The first question, in respect to this business, is a question of Julie Cogin in relation to her contribution to the including the buyback. I think I would just take this opportunity to say, as noted, Mr. Trimble's unable. The next question is did either of the candidates up for election today, thumping 95% endorsements despite shareholders losing 95% of their money.

Debra Singh
Chairperson, G8 Education

Peter didn't meet with any of the proxy advisors with me, but Julie has. Spend time with our proxy advisors. Julie, we had some few weeks. Thank you.

Josie King
Chief Legal, Quality and Risk Officer, and Company Secretary, G8 Education

No further questions, Chair.

Debra Singh
Chairperson, G8 Education

Proxy votes have been received in respect of this resolution and appear on screen now. Please mark your voting card accordingly. We will now move to Resolution Four regarding incentive plan. The resolution is to consider and if thought fit, to pass the following purpose of listing rule 7.1 and in accordance with listing rule 7.2 The G8 Education Executive Incentive Plan as described in section 2.4 of securities under the GEIP, G-E-I-P.

David Kingston
Shareholder, private

Chair, does that mean AUD 0.16. Could you just clarify for the benefit of shareholders what price the shares have been issued at?

Debra Singh
Chairperson, G8 Education

Performance rights going up. Julie, do you just want to add?

Julie Cogin
Independent Non-Executive Director, G8 Education

Yes. No, we're not. If we're going to offer them to the CEO and the executive team, this is for our incentive plan.

David Kingston
Shareholder, private

The executive at the current, appalling level of AUD 0.16, would you?

Julie Cogin
Independent Non-Executive Director, G8 Education

Well, I think we've made that clear. Shareholders are not voting on that. What you're doing is

David Kingston
Shareholder, private

Thanks.

Josie King
Chief Legal, Quality and Risk Officer, and Company Secretary, G8 Education

There are no questions online, Chair,

Debra Singh
Chairperson, G8 Education

Received in respect of this resolution and appear on screen now. Voting. The resolution will be determined by a poll. Please mark your card accordingly of the meeting today. I will now ask that all shareholders in attendance that have been issued form, place it in the boxes carried by the registry staff. As mentioned earlier, shareholders can submit their votes online until five minutes after the meeting. Results of the polls taken today will be announced to the market as soon as practical, the end of the meeting today. Thank you for your attendance and for your continued interest in the coming year. I now declare the meeting closed. Thank you.

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