Idp Education : Notice of Annual General Meeting/Proxy Form Opens in a new Window

IDP Education Limited (ACN 117 676 463) Notice of Annual General Meeting

Notice is given that the Annual General Meeting (AGM) of Shareholders of IDP Education Limited (IDP Education or the Company) will be held on:

Date: 24 October 2017

Time: 10.00 am

Venue: RACV Club, 501 Bourke Street, Melbourne VIC 3000 Level 2 Bourke Room 1

BUSINESS

1. Financial statements and reports

   To receive and consider the Company's annual financial report, including the directors' report and audit report for the year ended 30 June 2017.

2. Election of Directors

3. To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

   "That Professor David Battersby, who retires by rotation in accordance with the Company's constitution and, being eligible for re-election, be re-elected as a Director."

4. To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

   "That Ms Ariane Barker, who retires by rotation in accordance with the Company's constitution and, being eligible for re-election, be re-elected as a Director."

   For information about the candidates, see the Explanatory Memorandum (see pages 5 and 6 below).

5. Adoption of the Remuneration Report

6. To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

   "That the Remuneration Report (which forms part of the Directors' Report) for the financial year ended 30 June 2017 be adopted."

   Voting Exclusions: The Company will disregard any votes cast on this resolution by or on behalf of certain shareholders. Details of the voting exclusions applicable to this resolution are set out in the 'Voting Exclusions' section of the Notes below (see pages 2 and 3 below).

   For information on the Remuneration Report, see the Explanatory Memorandum (see page 6 below).

   NOTES

   Eligibility to Vote

   For the purpose of voting at the AGM, the Directors have determined that all shares in the Company are taken to be held by the persons who are registered as holding them at 7.00pm (AEDT) on 22 October 2017.

   The entitlement of shareholders to vote at the AGM will be determined by reference to that time.

   Voting Exclusions

   One or both of the Corporations Act 2001 (Cth) (Corporations Act) and the ASX Listing Rules require that certain persons must not vote, and the Company must disregard any votes cast by certain persons, on certain of the resolutions to be considered at the AGM. These voting exclusions are described below.

   Voting exclusions relating to item 3 ("Adoption of the Remuneration Report")

   The following persons may not vote, and the Company will disregard any votes cast by or on behalf of the following persons, on the resolution proposed in item 3 (Resolution 3):

   • any member of the key management personnel for the IDP Education consolidated group (each, a KMP) whose remuneration details are included in the Remuneration Report, and any closely related party of such a KMP;

   • any other person to the extent that they are voting on behalf of such a KMP or closely related party; and

   • any person who is a KMP as at the time Resolution 3 is voted on at the AGM, and any closely related party of such a KMP, to the extent in either case that they are acting as a proxy,

     unless the person votes as a proxy for someone who is entitled to vote and:

   • the person is appointed as a proxy by writing that specifies how the proxy is to vote on Resolution 3; or

   • the person is the Chairman of the AGM and the proxy appointment expressly authorises the Chairman to exercise the proxy even if Resolution 3 is connected directly or indirectly with the remuneration of a KMP.

     Defined terms use in the voting exclusions

     For the purposes of the above voting exclusions:

   • The "key management personnel for the IDP Education consolidated group" (or KMPs) are those persons having authority and responsibility for planning, directing and controlling the activities of the IDP Education consolidated group either directly or indirectly. It includes all Directors (Executive and Non-Executive). The KMPs during the year ended 30 June 2017 are listed in the Remuneration Report contained in the Directors' Report for the year ended 30 June 2017.

   • A 'closely related party' of a KMP means:

     • a spouse or child of the KMP; or

     • a child of the KMP's spouse; or

     • a dependant of the KMP or of the KMP's spouse; or

     • anyone else who is one of the KMP's family and may be expected to influence the KMP, or be influenced by the KMP, in the KMP's dealings with the IDP Education consolidated group; or

     • a company the KMP controls.

       Application of voting exclusions to attorneys

       The Company will also apply these voting exclusions to persons appointed as attorney by a shareholder to attend and vote at the AGM under a power of attorney, as if they were appointed as a proxy.

       Information On Proxies, Corporate Representatives and Attorneys

       Voting by Proxy

       Please note the following in relation to voting by proxy:

   • A shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy. A shareholder who is entitled to cast two or more votes may appoint not more than two proxies.

   • A proxy may be either an individual or a corporation, and need not be a shareholder of the Company.

   • A single proxy exercises all voting rights of the relevant shareholder.

   • Where two proxies are appointed, the shareholder may specify the proportion or number of that shareholder's votes that each proxy is appointed to exercise. If a shareholder appoints two proxies and does not specify each proxy's voting rights, the rights are deemed to be 50% each. Fractions of votes are to be disregarded. Where two proxies are appointed, neither may vote on a show of hands.

   • A proxy need not vote in that capacity on a show of hands on any resolution nor (unless the proxy is the Chairman of the AGM) on a poll. However, if the proxy's appointment specifies the way to vote on a resolution, and the proxy decides to vote in that capacity on that resolution, the proxy must vote the way specified (subject to the other provisions of these Notes, including the voting exclusions noted above).

   • If a proxy does not attend the AGM then the Chairman of the AGM will be taken to have been appointed as the proxy of the relevant shareholder in respect of the AGM; and

   • If the Chairman of the AGM is appointed, or taken to be appointed, as a proxy, but the appointment does not specify the way to vote on a resolution, then the Chairman intends to exercise the relevant shareholder's votes in favour of the relevant resolution (subject to the other provisions of these Notes, including the voting exclusions noted above).

   • To be valid, the appointment of a proxy must be received at least 48 hours prior to the AGM - ie, by 10.00am (AEDT) on 22 October 2017 - using one of the following methods:

     • Online at www.linkmarketservices.com.au in accordance with the instructions there

       OR

     • By faxing the proxy appointment form, along with the power of attorney or other authority (if any) under which the form is signed, to one of the following numbers:

   (within Australia) [phone]

   (outside Australia) [phone]

   OR

   o By lodging the proxy appointment form in person or by mail, along with the power of attorney or other authority (if any) under which the form is signed (or a certified copy thereof), at one of the following addresses:

   BY HAND: Link Market Services Limited

   1A Homebush Bay Drive Rhodes NSW 2138

   or

   Link Market Services Limited Level 12, 680 George Street

   Sydney NSW 2000

   BY MAIL: Link Market Services Limited Locked Bag A14

   Sydney South NSW 1235

   A proxy appointment form accompanies this Notice of AGM.

   Voting by Corporate Representatives

   A shareholder, or proxy, that is a corporation and entitled to attend and vote at the AGM may appoint an individual to act as its corporate representative. Evidence of the appointment of a corporate representative must be in accordance with the Corporations Act and must be lodged with the Company before the AGM or at the registration desk on the day of the AGM.

   Voting by Attorney

   A shareholder entitled to attend and vote at the AGM is entitled to appoint an attorney to attend and vote at the AGM on the shareholder's behalf.

   An attorney need not be a shareholder of the Company.

   The power of attorney appointing the attorney must be duly executed and specify the name of each of the shareholder, the Company and the attorney, and also specify the meetings at which the appointment may be used. The appointment may be a standing one.

   To be effective, the power of attorney must also be returned in the same manner, and by the same time, as outlined above for proxy appointment forms.

   Evidence of execution

   If any instrument (including a proxy appointment form or appointment of corporate representative) returned to the Company is completed by an individual or a corporation under power of attorney, the power of attorney under which the instrument is signed, or a certified copy of that power of attorney, must accompany the instrument unless the power of attorney has previously been noted by the Company or the Company's share registry.

   By order of the Board

   Murray Walton Company Secretary 21 September 2017