G8 Education : Notice of Annual General Meeting/Proxy Form

G8 Education Limited ACN 123 828 553‌

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of G8 Education Limited (Company) will be held on Monday, 29 May 2017 at 11.00am (Brisbane time) at The Sheraton Mirage, 71 Sea World Drive, Main Beach, Gold Coast, Queensland (Meeting).

ORDINARY BUSINESS

To receive and consider the Company's annual financial report, Directors' report and auditors' report for the financial year ended 31 December 2016.

To consider and, if thought fit, pass the following resolution as a non-binding ordinary resolution in accordance with section 250R(2) of the Corporations Act 2001 (Cth) (Corporations Act):

"That the Remuneration Report for the year ended 31 December 2016 be adopted."

Voting Exclusion

The Company will disregard any votes cast on this resolution by certain persons. Details of the applicable voting exclusions are set out in the 'Voting Exclusions' section of the Notes to this Notice.

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

"That, for the purposes of Listing Rule 7.1 and in accordance with Listing Rule 7.2 (Exception 9) and for all other purposes, the G8 Education Executive Incentive Plan (GEIP) as described in section 2.3 of the Explanatory Statement be approved for the issue of securities under the GEIP."

Short explanation

The Company intends to introduce a new executive incentive scheme, called the G8 Education Executive Incentive Plan (GEIP). Shareholder approval of the GEIP is being sought for all purposes under the Corporations Act and the Listing Rules, including Listing Rule 7.2 exception 9, so that securities issued in accordance with the GEIP will be excluded from the calculation of the maximum number of new securities that can be issued by the Company in any 12 month period (which, under the Listing Rules, is currently limited to 15% of securities previously on issue) for a period of three years from the date of such Shareholder approval.

Please refer to section 2.3 of the Explanatory Statement for further information

Voting Exclusion

The Company will disregard any votes cast on this resolution by certain persons. Details of the applicable voting exclusions are set out in the 'Voting Exclusions' section of the Notes to this Notice.

To consider, and if thought fit, to pass the following resolution as an ordinary resolution: "That approval be given:

1. for the purposes of Listing Rule 10.14 and for all other purposes, to the grant of 142,249

   Performance Rights to the Company's Chief Executive Officer, Mr Gary Carroll; and

2. for the purpose of section 200E of the Corporations Act, to the giving of a benefit to the Company's Chief Executive Officer, Mr Gary Carroll, in connection with any vesting of those Performance Rights on the cessation of Mr Carroll's employment with the Company or a related body corporate of the Company,

in each case under the GEIP and on the basis described in section 2.4 of the Explanatory Statement."

Short explanation

The Company seeks Shareholder approval to grant Performance Rights to Mr Gary Carroll, CEO, under the GEIP. The Company also seeks Shareholder approval, in the event that Mr Carroll ceases employment with the Company in certain circumstances, for the giving of a termination benefit. Please refer to section 2.4 of the Explanatory Statement for further information.

Voting Exclusion

The Company will disregard any votes cast on this resolution by certain persons. Details of the applicable voting exclusions are set out in the 'Voting Exclusions' section of the Notes to this Notice.

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

"That Mr Brian Bailison who, having been re-elected on 21 May 2015 as a Director in accordance with the Company's Constitution, retires as a Director of the Company and being eligible, offers himself for re- election as a Director of the Company, be elected as a Director of the Company."

Short explanation

Pursuant to Listing Rule 14.5, the Company must hold an election of directors at each annual general meeting. Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director's appointment or 3 years, whichever is longer. A director may retire and offer themselves for re-election prior to the expiry of that period. Mr Bailison was last elected as a Director of the Company on 21 May 2015 and, being eligible for re-election, offers himself for re-election as a Director of the Company. Please refer to section 2.5 of the Explanatory Statement for further information.

Voting Exclusion

The candidate may validly cast a vote in respect of the resolution to elect them as a Director. In the interests of good corporate governance, Mr Bailison and his associates will abstain from voting on the resolution relating to his re-election (except as a proxy for a person who is entitled to vote).

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

"That, for the purpose of Listing Rule 10.17, Article 50(a) of the Company's Constitution and for all other purposes, the maximum aggregate annual amount of Directors' fees that may be paid by the Company to all of its non-executive Directors be increased by $250,000 from $850,000 to $1,100,000."

Short explanation

The Company seeks approval for an increase to the cap amount to manage the addition of a non-executive Director pursuant to the terms of the recent placement to China First Capital Group and to provide flexibility more generally to add skills to the Board composition that may be necessary to best manage the Company in the interests of all Shareholders. There is no current intention to increase amounts paid to individual non-executive Directors. Please refer to section 2.6 of the Explanatory Statement for further information.

Voting exclusion

The Company will disregard any votes cast on this resolution by certain persons. Details of the applicable voting exclusions are set out in the 'Voting exclusions' section of the Notes to this Notice.

By order of the Board of Directors

Mark Graham Johnson, Chair May 2017

Notes to Notice of Meeting

ENTITLEMENT TO VOTE

The Company may specify a time, not more than 48 hours before a general meeting, at which a 'snap-shot' of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.

The Board has determined that the registered holders of fully paid Shares on 27 May 2017 at 7pm (Brisbane time) will be taken to be Shareholders for the purposes of the Meeting and accordingly, will be entitled to attend and vote at the Meeting.

HOW TO VOTE

A Shareholder who is entitled to attend and vote at the Meeting may do so:

• in person;

• by proxy;

• by corporate representative (if the Shareholder is a corporation); or

• by attorney.

  VOTING IN PERSON

  A Shareholder who is entitled to attend and vote at the Meeting may vote in person by attending the Meeting on Monday, 29 May 2017 at 11.00am (Brisbane time) at The Sheraton Mirage, 71 Sea World Drive, Main Beach, Gold Coast, Queensland.

  VOTING BY PROXY

  In accordance with Section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder who is entitled to attend and cast a vote at the meeting has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, then in accordance with Section 249X(3) of the Corporations Act, each proxy may exercise half of the votes. Fractions are disregarded.

If you wish to appoint a proxy and are entitled to do so, please complete and return the attached Proxy Form.

Properly completed and executed Proxy Forms must be received by the Company's registry at the address specified below at least 48 hours before the time notified for the Meeting.

Proxy forms can be lodged by mail, by hand or by facsimile:

UNDIRECTED PROXIES

The Chair of the Meeting intends to vote undirected proxy votes in favour of all resolutions (subject to the voting exclusions below).

VOTING BY CORPORATE REPRESENTATIVE

A Shareholder or proxy which is a corporation and entitled to attend and vote at the Meeting may appoint an individual to act as its corporate representative to vote at the Meeting. The appointment must comply with section 250D of the Corporations Act. Evidence of the representative's appointment must be received by the Company's registry at the address specified above at least 48 hours before the time notified for the Meeting. The representative also should bring to the Meeting evidence of his or her appointment.

VOTING BY ATTORNEY

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint an attorney to attend and vote at the Meeting on the Shareholder's behalf. An attorney need not themselves be a Shareholder.

The power of attorney appointing the attorney must be signed and specify the name of each of the Shareholder, the Company and the attorney, and also specify the meeting(s) 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 specified for Proxy Forms.

VOTING EXCLUSIONS

The Corporations Act and the Listing Rules require that certain persons must not vote, and the Company must disregard any votes cast by or on behalf of certain persons, on four of the resolutions to be considered at the Meeting. These voting exclusions are described below.

Votes may not be cast, and the Company will disregard any votes cast, on Resolution 1:

• by or on behalf of any Key Management Personnel whose remuneration details are included in the Remuneration Report, or any of their Closely Related Parties, regardless of the capacity in which the votes are cast; or

• by any person who is a Key Management Personnel as at the time the resolution is voted on at the Meeting, or any of their Closely Related Parties, as a proxy,

  unless the votes are cast as a proxy for a person who is entitled to vote on Resolution 1:

• in accordance with a direction in the proxy appointment; or

• by the Chair of the Meeting in accordance with an express authorisation in the proxy appointment to cast the votes even if the resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

  Resolution 2: G8 Education Executive Incentive Plan Approval

  Votes may not be cast, and the Company will disregard any votes cast, on Resolution 2:

• by any Director who is eligible to participate in the GEIP (being any executive Director), or any of their respective associates, regardless of the capacity in which the votes are cast; or

• by any person who is a Key Management Personnel as at the time the resolution is voted on at the Meeting, or any of their Closely Related Parties, as a proxy,

  unless the votes are cast as a proxy for a person who is entitled to vote on Resolution 2:

• in accordance with a direction in the proxy appointment; or

• by the Chair of the Meeting in accordance with an express authorisation in the proxy appointment to cast the votes even if the resolution is connected directly or indirectly with the remuneration of Key Management Personnel, and in accordance with a direction in the proxy appointment to vote as the proxy decides.

  Resolution 3: Issue of Performance Rights to Director

  Votes may not be cast, and the Company will disregard any votes cast, on Resolution 3:

• by Mr Gary Carroll, or any of his associates, regardless of the capacity in which the votes are cast;

• by any Director who is eligible to participate in the GEIP (being any executive Director), or any of their respective associates, regardless of the capacity in which the votes are cast; or

• by any person who is a Key Management Personnel as at the time the resolution is voted on at the Meeting, or any of their Closely Related Parties, as a proxy,

  unless the votes are cast as a proxy for a person who is entitled to vote on Resolution 3:

• in accordance with a direction in the proxy appointment; or

• by the Chair of the Meeting in accordance with an express authorisation in the proxy appointment to cast the votes even if the resolution is connected directly or indirectly with the remuneration of Key Management Personnel, and in accordance with a direction in the proxy appointment to vote as the proxy decides.

  Resolution 5 Increase in Non-executive Director Fee Cap

  Votes may not be cast, and the Company will disregard any votes cast, on Resolution 5

• by any Director, or any of their associates, regardless of the capacity in which the votes are cast; or

• by any person who is a Key Management Personnel as at the time the resolution is voted on at the Annual General Meeting, or any of their Closely Related Parties, as a proxy,

  unless the votes are cast as a proxy for a person who is entitled to vote on Resolution 5

• in accordance with a direction in the proxy appointment; or

• by the Chair of the Meeting in accordance with an express authorisation in the proxy appointment to cast the votes even if the resolution is connected directly or indirectly with the remuneration of Key Management Personnel, and in accordance with a direction in the proxy appointment to vote as the proxy decides.

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