NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the Central Bank of Ireland)

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:  VR Education Holdings plc

2. Reason for the notification (please tick the appropriate box or boxes):

[X] An acquisition or disposal of voting rights

[ ] An acquisition or disposal of financial instruments

[ ] An event changing the breakdown of voting rights

[ ] Other (please specify):

3. Details of person subject to the notification obligation:

Name: Kernel Seed Fund 2009 Limited

City and country of registered office (if applicable):

Dublin, Ireland

4. Full name of shareholder(s) (if different from 3.):

Kernel Seed Fund 2009 Limited as General Partner for and on behalf of the Bank of Ireland Seed and Early Stage Fund 2009 Limited Partnership

5. Date on which the threshold was crossed or reached: 20/01/2020

6. Date on which issuer notified: 20/01/2020

7. Threshold(s) that is/are crossed or reached: 3%

8. Total positions of person(s) subject to the notification obligation:

% of voting rights attached to shares (total of 9.A)

% of voting rights through financial instruments
(total of 9.B.1 + 9.B.2)

Total of both in % (9.A + 9.B)

Total number of voting rights of issuer

Resulting situation on the date on which threshold was crossed or reached

2.96%

2.96%

241,750,955

Position of previous notification (if applicable)

4.95%

4.95%

9. Notified details of the resulting situation on the date on which the threshold was crossed or reached:

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights

% of voting rights

Direct

Indirect

Direct

Indirect

Ordinary shares

IE00BG0HDR01

7,157,200

2.96%

SUBTOTAL A

7,157,200

2.96%

B 1: Financial Instruments according to Regulation 17(1)(a) of the Regulations 

Type of financial instrument

Expiration
date

Exercise/
Conversion Period

Number of voting rights that may be acquired if the instrument is exercised/converted.

% of voting rights

SUBTOTAL B.1

B 2: Financial Instruments with similar economic effect according to Regulation 17(1)(b) of the Regulations

Type of financial instrument

Expiration
date

Exercise/
Conversion Period 

Physical or cash settlement

Number of voting rights

% of voting rights

SUBTOTAL B.2

10. Information in relation to the person subject to the notification obligation (please tick the applicable box):

[ ] Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.

[ ] Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity:

Name

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Kernel Seed Fund 2009 Limited

2.96%

11. In case of proxy voting: [name of the proxy holder] will cease to hold [% and number] voting rights as of [date]

12. Additional information: