THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000. This document does not constitute or form any part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any shares or other transferable securities in Explore Learning Limited (“ELL”) or any other member of the Group. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000. Any reproduction of this document, in whole or in part, or any disclosure of the contents, except to the extent such information is otherwise publicly available, or the use of any information it contains for any purpose other than considering the resolution to approve the Proposal, is prohibited. EXPLORE LEARNING LIMITED and each of its CVA CREDITORS (as defined herein) COMPANY VOLUNTARY ARRANGEMENT (under Part I of the Insolvency Act 1986) This document has been prepared in accordance with the provisions of the Insolvency Act and the Insolvency Rules solely to inform CVA Creditors and the Shareholder of proposals for a company voluntary arrangement with respect to ELL. Nothing in this Proposal should be relied upon for any other purpose. Your attention is drawn to paragraphs 1 (Background to the Proposal) paragraph 2 (Objectives of the Proposal) of Part I (Summary of the Proposal) and paragraph 7 (Recommendation to creditors and shareholders) of Part II (Introduction) of this document. Such paragraphs describe the background and the desirability of the Proposal for CVA Creditors and the Shareholder and explain why the Directors consider that creditors and the Shareholder should vote in favour of the Proposal. The action required to be taken by you is set out in Part III (Action to be taken by CVA Creditors and the Shareholder). All CVA Creditors known to ELL have received a letter (the “Nominees’ Letter”), notifying them of the Proposal and, amongst other things, directing them to the Website. The Website includes formal notice of the Creditors’ Meeting to approve the Proposal. The notice of the Creditors’ Meeting is also available at Schedule 17 (Notice of Creditors’ Meeting). In light of Government measures in relation to the Covid-19 Pandemic that are currently in force, the Creditors’ Meeting will be a virtual meeting held via a livestream at 11am on 3 September 2020. There will be no venue to attend and access will be via the internet. Formal notice of the Shareholder’s Meeting is available on the Website and at Schedule 16 (Notice of Shareholder’s Meeting). The Shareholder’s Meeting will be held as a virtual meeting at 2pm on 3 September 2020. Details of how to access the Shareholder’s Meeting have been provided to the Shareholder. Save as set out in this Proposal, the CVA will not seek to compromise the rights or claims of any other creditors including, without limitation, employees and customers of ELL. A creditor who is a Compromised Creditor may not participate in the Compromised Creditor Fund pursuant to Clause 21 (Compromised Creditor Fund) of this Proposal unless it files a Notice of Claim before the Claims Date. The Claims Date is 12pm on 2 September 2020. 1 If the Proposal is not approved and implemented, ELL is very likely to enter into administration. All Unsecured Creditors (including Landlords) will receive a greater return on the amount owed to them in the CVA than they would do if ELL were to enter administration (see further page 12). In addition, the Proposal, if approved, is binding on all CVA Creditors, including those CVA Creditors who did not vote or voted against the Proposal. Your vote on the Proposal is therefore very important. Please take the time to consider the documents that have been sent to you and take appropriate action, including the steps described in Part III (Actions to be taken by the CVA Creditors and the Shareholder). Capitalised terms are defined in Part 1 of Schedule 1 (Definitions and interpretation) to this document. The rules of interpretation set out in Part 2 of schedule 1 (Definitions and interpretation) apply to this document. Issue date: 14 August 2020 2 IMPORTANT NOTICE FROM THE DIRECTORS This document has been prepared by the Directors pursuant to the Insolvency Act solely to inform CVA Creditors and the Shareholder of the Proposal. ELL will not be in administration or in any other process under the Insolvency Act, except for a company voluntary arrangement. Nothing in this document should be relied upon for any other purpose, including in connection with any investment decision in relation to the debt, securities or any other financial interest of ELL or any other member of the Group, including, for the avoidance of doubt, any decision to buy or sell or not to buy or sell any debt, securities or other financial interest. Any parties making such investment decisions should rely on their own enquiries prior to making such decisions. For the avoidance of doubt, the Shareholder shall not have any liability whatsoever in respect of this document and its contents. CVA Creditors and the Shareholder should review the Proposal in detail. The contents of this document are not to be construed as legal, business or tax advice. If you are in any doubt as to the action you should take in connection with the Proposal, or the tax or other consequences of the proposed CVA for you, you should contact your legal, financial, tax or other professional advisers, as applicable. Section 1, Part I to Part V of this Proposal sets out a general description of the Proposal and provides a brief summary of the terms of this Proposal. The binding terms of the Proposal are set out in Section 2, Part VI (Terms Of The Proposal). In the event of any inconsistency between the terms set out in Section 2 (Terms Of The Proposal) and the other contents of this document, the terms of the CVA as set out in Section 2 (Terms Of The Proposal) shall prevail. It is possible that the Proposal may not be approved by the requisite majorities of CVA Creditors. The Directors make no representation or warranty and give no undertaking that the CVA in the form described in this document will be implemented within the timescale outlined in the Proposal or at all or that the CVA will not be amended, revoked or suspended, whether in whole or in part. Nothing in this document may be taken as an admission of any fact or matter relating to ELL or relied upon in any litigation involving ELL or as constituting any admission on the part of ELL with respect to any asset to which it may be entitled or with respect to any claim by or against ELL. This document contains certain statements and statistics that are or may be forward-looking. The accuracy and completeness of such statements is not warranted or guaranteed. These statements typically contain words such as “intends”, “expects”, “anticipates”, “estimates” and words of similar import. Any projections, financial estimates, forecasts or other forward- looking information delivered by the Directors are illustrative only and have been based on estimates and assumptions which involve significant elements of subjective judgment and analysis, and which may or may not prove to be correct. You should be aware that such forward-looking information does not constitute a forecast or prediction or actual results and that there can be no assurance and no representation or warranty is or will be made by the Directors that the projected results will be realised or achieved. Actual results could vary materially from such forward-looking information and may depend on future events and market conditions that are not in the Directors’ control including, among others, the impact of COVID-19 and associated Government measures, and may be materially affected by unforeseen economic or other circumstances. Similarly, no representation or warranty is given that the assumptions upon which such forward-looking information may be based are reasonable. Any information in this document is provided as of the date of its delivery and is subject to change without notice. The Directors are not under any obligations, and the Directors expressly disclaim any such obligation, to update, revise or amend any such forward-looking information , whether as a result of new information, future events or otherwise. It should be noted that past performance is not a guide to future performance. Without limiting the generality of the immediately preceding paragraph, all statements contained in this document in relation to estimated outcomes for creditors, whether as a 3 consequence of the Proposal being approved or otherwise, are illustrative only. As they are based on assumptions that necessarily involve a subjective analysis of the matters referred to in this document, they cannot be relied upon as guidance as to the actual outcomes for creditors. Neither ELL nor its Directors accept any liability should the actual outcome for creditors differ from the estimated outcomes set out in this document. Unless otherwise indicated, the statements contained in this document are made as at 12 August 2020, being the latest practicable time before publication, and reflect the circumstances and the information of which the Directors were aware at that time. FRP Advisory Trading Limited and Lambert Smith Hampton Limited have each given and not withdrawn its written consent to the inclusion in this document of references to the advice that it has provided to ELL and references to its names in the form and context in which it appears in this document.