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


                       CHANGES TO THE BOARD AND BOARD COMMITTEES



Further to the announcement released on SENS on 18 January 2023 regarding, inter alia, the
impending retirement of Novus’ Chief Executive Officer (“CEO”), the board of directors of Novus (“the
Board”) hereby notifies its shareholders that the date of Mr Neil Birch’s retirement as CEO has now
been confirmed as 31 March 2023.
Mr Birch has however agreed to assist the Group with certain transitional functions and will therefore
be retained on a consultancy basis to consolidate the integration of the Maskew Miller Learning
Proprietary Limited (“Maskew Miller Learning”) (formerly Pearson South Africa Proprietary Limited)
acquisition (as detailed in the circular to shareholders dated 6 October 2022) (“the Acquisition”),
manage the transition of the Novus tissue business and complete the execution of certain remaining
restructuring activities.
The Board appreciates and recognises the outstanding role that Mr Birch has played as CEO and for
making himself available to assist with the aforementioned transitional activities.
Pursuant to the Acquisition and in light of the CEO’s retirement and the imminent departure of the
Chairman of the Board, Dr Phumla Mnganga, as announced on SENS on 18 January 2023, the Board is
undertaking an evaluation of the strategy, structure and leadership requirements of the Group,
including the future capital requirements of the three business segments of Novus and their respective
growth plans.
Accordingly, and in compliance with paragraph 3.59 of the JSE Listings Requirements, the Board
hereby notifies its shareholders of the following:

-   Mr André van der Veen, a non-executive director, has been appointed as Executive Chairman to
    the Board for a period of six months with effect from 1 April 2023 whilst the Company engages in
    the process of identifying and appointing a suitable candidate for the CEO replacement. The
    decision to appoint Mr van der Veen was informed by the following considerations:
    o the need to ensure a seamless leadership transition that balances both the current and future
        leadership requirements of the business;
    o continuity of the current strategy that is focussed on return on assets and total shareholder
        return;
    o the prioritisation of the integration of Maskew Miller Learning into an appropriately
        structured Group;
    o   the consideration of an effective and efficient governance framework and business model;
        and
    o   to ensure that the appropriate skill and expertise is retained at board level given the
        retirement of the CEO and Chairman.
    Mr van der Veen has previously held the positions of CEO and Chairman of rapidly growing
    companies and companies with changing business strategies.
    The Board looks forward to Mr van der Veen’s contribution to the Company in his new role.

-   Ms Lulama Mtanga, an independent non-executive director, has been appointed as the Lead
    Independent Director with effect from 1 April 2023. Ms Mtanga, who has served Novus since 2017,
    is the Chair of the Social and Ethics Committee and a member of the Audit and Risk Committee.
    Previously a partner at Bowmans, she is an experienced competition lawyer who runs her own
    Competition Law consultancy. Ms Mtanga has extensive experience with the Competition
    Commission in various capacities.
    Ms Mtanga’s appointment is made to strengthen governance and independence and compliance
    with the JSE Listings Requirements.

-   Ms Marang Mashologu has been appointed as an independent non-executive director with effect
    from 1 April 2023. Ms Mashologu is a director and shareholder at Sphere Holdings Proprietary
    Limited (“Sphere”), an established mid-market investment company. Sphere is an investor in the
    Maskew Miller Learning business, and Ms Mashologu brings with her meaningful experience of
    Maskew Miller Learning’s history. She is a CFA charter holder and an independent non-executive
    director of Chubb Insurance South Africa Limited, the South African subsidiary of Chubb Limited
    and The Spar Group Limited. Ms Mashologu is a member of the Aspen Global Leadership Network
    and fellow of the inaugural class of the Finance Leaders Fellowship Program.
    The Board looks forward to the broader contribution from Ms Denalane going forward.

As a result of the aforementioned Board changes, Mr Adrian Zetler will replace Mr van der Veen as
Chair of the Human Capital Committee with effect from 1 April 2023.

The Board again wishes to express its appreciation for the efforts of the outgoing directors in
supporting and steering the Group over the past number of years and wish them every success in their
future endeavours.

Cape Town
17 March 2023

Sponsor
Merchantec Capital