NOVUS HOLDINGS LIMITED - Results of General Meeting

Results of General Meeting

Novus Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2008/011165/06)
JSE share code: NVS    ISIN: ZAE000202149
(“Novus Holdings” or the “Company”)


RESULTS OF GENERAL MEETING


1. INTRODUCTION

   Shareholders are referred to the announcements released on SENS on 12 August 2022 and 6 October
   2022, and to the Circular relating to the acquisition by Novus, a wholly owned subsidiary of Novus
   Holdings, of a 75% equity share in Pearson SA (“Proposed Acquisition”), as distributed to Shareholders on
   6 October 2022.

   Terms defined in the Circular shall, unless otherwise stated, bear the same meaning in this announcement.


2. RESULTS OF GENERAL MEETING

   Shareholders are advised that, at the General Meeting held today, Friday, 4 November 2022, all the
   Resolutions as set out in the notice of General Meeting were passed by the requisite majority of
   Shareholders.

   The number of Shares voted in person or by proxy was 264 398 761 representing 82.48% of the total issued
   share capital of the same class of Novus Holdings Shares (excluding treasury shares).

   The Resolutions proposed at the General Meeting, together with the percentage of votes carried for and
   against each Resolution, as well as the percentage of Shares abstained, are set out below:

                                                                % of votes       % of votes
                                                            carried for the     against the     % of Shares
     Resolution                                                 Resolution       Resolution       abstained
     Ordinary Resolution Number 1 – Approval of the
     Proposed Acquisition                                          99.999            0.001            0.004
     Ordinary Resolution 2 – Signing Powers                        99.999            0.001            0.004


3. CONDITIONS PRECEDENT TO THE IMPLEMENTATION OF THE PROPOSED ACQUISITION

   As set out in the Circular, Shareholders were informed that the effective date of the Proposed Acquisition
   (“Completion Date”) will be five Business Days following the last of the Conditions Precedent being
   satisfied. Subsequent to the distribution of the Circular, Novus Holdings, Novus and Pearson SA have
   agreed that if all Conditions Precedent are satisfied on or before 23:59 on 23 November 2022, the
   Completion Date will be 30 November 2022.

   Shareholders will be advised once all the Conditions Precedent, as set out in the Circular, have been
   fulfilled.


Cape Town
4 November 2022

Sponsor
Merchantec Capital

Date: 04-11-2022 01:49:00
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