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No Change Statement and Notice of Annual 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” or “the Group")
NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING
No Change Statement
Shareholders are advised that the Group has published its integrated annual report (“IAR”) for the
year ended 31 March 2021 and that it is available on the Company’s website on www.novus.holdings.
The Condensed Annual Report has been distributed to shareholders today, 16 July 2021. The annual
financial statements included in the IAR have been audited by the Group’s auditors,
PricewaterhouseCoopers Incorporated and contains no modifications to the audited results for the
year ended 31 March 2021 which were published on SENS on Wednesday, 9 June 2021.
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting of shareholders of Novus Holdings (“AGM”)
will be held at 10:00 on Friday, 27 August 2021, to be conducted entirely by electronic communication
as permitted by section 63(2)(a) of the Companies Act (No. 71 of 2008) (“Companies Act”), the JSE
Limited and the Company’s Memorandum of Incorporation to consider and, if deemed fit, pass with
or without modification, the resolutions contained in the notice of the AGM forming part of the IAR.
The Company together with its transfer secretaries, JSE Investor Services Proprietary Limited (“JSE
Investor Services”), and The Meeting Specialist (“TMS”) shall host the AGM on an interactive
electronic platform, to facilitate remote participation by shareholders. JSE Investor Services will also
act as the meeting scrutineer. Shareholders who wish to participate electronically at the AGM are
required to contact TMS at proxy@tmsmeetings.co.za or on +27 11 520 7952/0/1 as soon as possible,
but in any event, for administrative purposes only, by no later than 10:00 on Monday, 23 August 2021.
However, this will not in any way affect the rights of shareholders to register for the AGM after this
date, provided, however, that only those shareholders who are fully verified (as required in terms of
section 63(1) of the Companies Act) and subsequently registered at the commencement of the AGM,
will be allowed to participate by electronic means.
Shareholders wishing to vote, will be assisted by TMS, and must email proxy@tmsmeetings.co.za or
alternatively contact TMS on +27 11 520 7952/0/1 by no later than 10:00 on Monday, 23 August 2021
(“Electronic Notice”). Shareholders are still able to vote through proxy submission in the usual
manner, despite participating electronically. Shareholders are strongly encouraged to submit votes by
proxy before the AGM. TMS will assist shareholders with the requirements for electronic meeting
participation. TMS is obliged to validate this information with your CSDP before providing you with
the necessary means to access the voting platform.
If dematerialised shareholders without “own name” registration wish to participate in the AGM, they
should instruct their CSDP or broker to issue them with the necessary letter of representation to
participate remotely in the AGM personally, in the manner stipulated in their respective custody
agreements. These instructions must be provided to the CSDP or broker by the cut-off time and date
advised by the CSDP or broker for instructions of this nature.
Aside from the costs incurred by the Company as a result of the hosting of the AGM by way of a remote
interactive electronic platform, which shareholders can choose to access, shareholders will be liable
for their own network charges in relation to electronic participation at the AGM. Any such charges will
not be for the account of the Company and / or JSE Investor Services and / or TMS. Neither of the
Company, JSE Investor Services nor TMS can be held accountable in the case of loss of network
connectivity or other network failure due to insufficient airtime, internet connectivity, internet
bandwidth and / or power outages which prevents any such shareholder from participating at the
AGM.
Shareholders are reminded that they are still able to vote normally through proxy submission, despite
deciding to participate either electronically or not at all in the AGM.
Completed proxy forms should be delivered by email at meetfax@jseinvestorservices.co.za or by post
to JSE Investor Services at 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2000, before
the person(s) so empowered seeks to exercise any right granted to it under such instrument, and are
requested to be lodged timeously so as to be received, for administrative purposes, by 10:00 on
Wednesday, 25 August 2021.
The chairperson of the AGM may reject or accept any form of proxy which is completed and/or
received otherwise than in accordance with the proxy notes, provided that he / she is satisfied as to
the manner in which the shareholder concerned wishes to vote. Proxy forms delivered on the day of
the AGM must be delivered by email to the Company at meetfax@jseinvestorservices.co.za with a
copy thereof to the company secretary of Novus Holdings at Company.Secretary@novus.holdings to
be received by both of them before the person so empowered seeks to exercise any right granted to
it under such instrument.
The board of directors of the Company determined that, in terms of section 62(3)(a), as read with
section 59 of the Companies Act, the record date for the purposes of determining which shareholders
of the Company are entitled to participate in and vote at the AGM is Friday, 20 August 2021.
Accordingly, the last day to trade Novus Holdings shares in order to be recorded in the register to be
entitled to vote at the virtual AGM is Tuesday, 17 August 2021.
Cape Town
16 July 2021
Sponsor
Merchantec Capital
Date: 16-07-2021 05:00:00
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