Evolve Education : Annual Meeting 25 August 2016 2pm

Annual Meeting‌‌‌‌‌‌ 25 August 2016 2pm

Evolve Education is pleased to confirm its second Annual Meeting will be held at Link Market Services, Level 11, Deloitte Centre, 80 Queen Street, Auckland on Thursday 25 August 2016 at 2pm.

AGENDA

• Chairperson's Address

• Chief Executive Officer's Presentation

• Ordinary Resolutions

• Special Resolution

For further details, please see Explanatory notes.

ORDINARY RESOLUTIONS

To consider and, if thought appropriate, pass the following ordinary resolutions:

Auditor Remuneration

Resolution 1: That the Board be authorised to fix the fees and expenses of PricewaterhouseCoopers as auditor for the ensuing year.

Election of Directors

Resolution 2: That Norah Barlow be elected as a Director of Evolve Education Group Limited. Resolution 3: That Alistair Ryan be elected as a Director of Evolve Education Group Limited. SPECIAL RESOLUTION

To consider and if thought appropriate, pass the following special resolution:

Amendment to Constitution

Resolution 4: That Evolve Education Group Limited's constitution be revoked and a new constitution, in the form presented at the 2016 Annual Meeting, be adopted, as specified in this Notice of Annual Meeting, with effect from the close of the Annual Meeting. EXPLANATORY NOTES

Resolution 1 - Auditor's remuneration

PricewaterhouseCoopers will be automatically reappointed as the auditor of Evolve Education Group Limited (Evolve Education). Resolution 1 authorises the Board to fix the fees and expenses of PricewaterhouseCoopers as auditor of Evolve Education.

Resolutions 2 & 3 - Election of Directors

Under Evolve Education's Constitution and NZX Main Board/Debt Market Listing Rules, at least one third of the Directors are required to retire from office at each Annual Meeting. Those directors are eligible for election at that meeting.

The Directors retiring at the 2016 Annual Meeting are Norah Barlow and Alistair Ryan. Both Norah Barlow and Alistair Ryan are standing for election and their biographies are set out on page 4.

The Board unanimously supports the election of each of Norah Barlow and Alistair Ryan and recommends that shareholders vote in favour of resolutions 2 and 3.

Resolution 4- Amendment to Constitution by Special Resolution

This special resolution seeks shareholder approval to alter Evolve Education's constitution. The amendments to the constitution are procedural in nature and reflect the following:

• removal of certain ASX related provisions that no longer apply following Evolve Education's shift to a foreign exempt ASX listing in Australia (clause 2.3 in the existing constitution and consequential changes throughout);

• confirming that shareholders may participate in meetings by means of audio, audio and visual or electronic communication (clause 14.8 in the amended constitution);

• limiting the board's ability to fix a record date for shareholder voting that is no earlier than 5.00pm on the date that is 2 working days before the date of the meeting (clause 16.11 in the amended constitution);

• allowing shareholders to appoint more than one proxy, provided that they may not appoint more than one proxy in respect of a particular share (clause 19.1 in the amended constitution);

• providing that if a quorum is not present at a directors' meeting, the meeting will be adjourned to the same time, place and day in the following week, and the directors present at the adjourned meeting will constitute a quorum (clause 25.7 in the amended constitution); and

• allowing one director or any other person authorised by the board to execute a deed (clause 31.1(b) in the amended constitution).

If any of the proposed amendments are inconsistent with the Listing Rules, the Listing Rules (as amended by any waiver or ruling granted to Evolve Education) will prevail. A copy of the Listing Rules is available at www.nzx.com.)

The proposed amendments are set out in a marked-up copy of the constitution that will be tabled at the Annual Meeting and is available for inspection at Evolve Education's registered office, Level 2, 54 Fort Street, Auckland, 1010, New Zealand, and on Evolve Education's website at www.evol veeducation.co.nz. The proposed amendments have been approved by NZX Limited in accordance with Listing Rule 6.1.

The proposed alterations to Evolve Education's constitution do not impose or remove a restriction on the activities of Evolve Education, and accordingly no rights arise under section 110 of the Companies Act 1993.

The Board unanimously recommends shareholders vote in favour of the alterations to Evolve Education's constitution.

ATTENDANCE AND VOTING

Your rights to vote may be exercised by:

1. attending and voting in person;

2. casting a postal or online vote; or

3. appointing a proxy (or representative) to attend and vote in your place. You can appoint a proxy online at vote.linkmarketservices.com/EVO or by completing and returning the Proxy Voting Form (which is enclosed with this Notice of Annual Meeting) no later than 2pm on Tuesday, 23 August 2016.

Following the formal part of the meeting, the Directors invite shareholders to join them for light refreshments.

Please note:

1. If you wish to exercise your vote for the above resolutions by casting a postal or online vote, or by proxy please refer to the Procedural Notes on page 3 and 4.

2. If you are attending the meeting in person, please email a RSVP to [e-mail].

By order of the Board

Rachel Nottingham Company Secretary August 2016

PROCEDURAL NOTES

Voting

Voting on all resolutions put before the meeting shall be by way of poll. Shareholders are encouraged to cast a postal or online vote or appoint a proxy to exercise their vote on their behalf if they cannot attend the meeting in person.

If you do not attend the meeting, cast a postal or online vote, or appoint a proxy then no vote will be exercised in respect of your shareholding.

All resolutions, except resolution 4, are ordinary resolutions and will be passed if approved by a simple majority of votes of those shareholders entitled to vote and voting on them.

Resolution 4 is a special resolution and will be passed if approved by 75% of votes of those shareholders entitled to vote and voting on the resolution.

Results of the voting will be available after the conclusion of the meeting, and will be notified on NZX and ASX.

Postal and online voting

Shareholders entitled to attend and vote at the meeting may cast a postal or online vote instead of attending in person or appointing a proxy to attend. Link Market Services Limited has been authorised by the Board to receive and count postal and online votes at the meeting.

You can cast a postal vote by completing and sending the Proxy and Postal Voting Form (enclosed with this Notice of Meeting) by post, email (as a scanned attachment) or fax, or deliver it by hand so that, in each case, the form is received by Link Market Services Limited no later than 2pm on Tuesday, 23 August 2016.

Online votes can be made at vote.linkmarketservices.com/EVO. Online votes must be made by 2pm on Tuesday, 23 August 2016.

Voting by proxy

You can appoint a proxy to attend and vote in your place.

You can appoint a proxy online at vote.linkmarketservices.com/EVO or by completing and returning the Proxy Voting Form (enclosed with this Notice of Meeting) in the manners specified on the Proxy Voting Form so that the form is received by Link Market Services Limited no later than 2pm on Tuesday, 23 August 2016.

The proxy need not be a shareholder of Evolve Education. The Chairperson of the meeting is willing to act as proxy for any shareholder who may wish to appoint her for that purpose.

If you select a proxy to vote on your behalf (including the Chairperson of the meeting), and you confer on the proxy a discretion on the Postal and Proxy Voting Form, you acknowledge that the proxy may exercise your right to vote at his or her discretion and may vote as he or she thinks fit or abstain from voting. If you do not tick any boxes or your direction on how the proxy is to vote is unclear (in the Proxy's sole opinion) in respect of a resolution, then the direction is to abstain.

The Chairperson intends to vote all discretionary proxies in favour of resolutions 1 to 4.

Presentation materials

If you are not able to attend to the Annual Meeting, copies of any materials presented at the meeting by the Chairperson and the Chief Executive Officer will be available on the NZX website (www.nzx.com) and on Evolve Education's website (www.evol veeducation.co.nz) shortly after the Annual Meeting commences.

BIOGRAPHIES

Norah Barlow

Chairperson BCA, CA (Independent)

Norah is an accountant by profession, operating her own partnership for a number of years, prior to becoming the Group Accountant, and then CEO of NZX and ASX listed Summerset Group. Norah retired from that role in April 2014 but remained on the Board as a non-executive Director until April 2016.

Norah is now a professional director and holds a number of directorships, including Methven Limited, Cigna Life Insurance New Zealand Limited, Careerforce and Vigil Monitoring Limited in New Zealand, and Estia Health Limited and Ingenia Communities Limited in Australia. Norah is Chair of the National Science Challenge 'Ageing W ell'. In 2014 she was awarded an ONZM for services to business.

Norah is a member of Evolve Education's Audit and Risk Committee. Norah was appointed to the board of Evolve Education in 2014.

Alistair Ryan

Non-Executive Director (Independent) MCom, CA

Alistair Ryan is an experienced company director and corporate executive with extensive corporate and finance sector experience in the listed company sector in New Zealand and Australia. He is a director/board member of Metlifecare, New Zealand Racing Board, Christchurch Casino, Lewis Road Creamery, and chair of Barramundi, Marlin and Kingfish investment companies.

Alistair retired from NZX and ASX-listed SKYCITY Entertainment Group Limited as Chief Financial Officer in June 2011 after a 16-year career with the company, which began just prior to its opening and stock exchange listing in February 1996. Prior to SKYCITY, Alistair was a Corporate Services Partner with international accounting firm Ernst & Young, based in Auckland. He is a member of Chartered Accountants Australia and New Zealand and a member of Governance New Zealand. Alistair is also a member of the FMA-appointed Auditor Regulation Advisory Group.

Alistair's principal place of residence is Auckland. Alistair is the Chair of Evolve

Education's Audit and Risk Committee and a member of its Remuneration and People Committee. Alistair was appointed to the board of Evolve Education in 2014.