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”)


              DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING




1. INTRODUCTION
   1.1. Shareholders of Novus Holdings (“Shareholders”) are referred to the
        announcement released on the Stock Exchange News Service (“SENS”) on 12 August
        2022 (“Announcement”) relating to the acquisition of a 75% equity share (“Equity
        Stake”) in Pearson South Africa Proprietary Limited (“Pearson SA”).
   1.2. Unless expressly defined herein, capitalised terms herein have the meaning given
        to them in the Announcement.
   1.3. As stated in the Announcement, Novus Print Proprietary Limited (“Novus”), a wholly
        owned subsidiary of Novus Holdings, will acquire the Equity Stake from Pearson
        Holdings Southern Africa Proprietary Limited ( “Seller”) subject to the fulfilment of
        the Conditions Precedent as set out in paragraph 3 below (“Acquisition” or
        “Transaction”).


2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
   2.1. A circular containing the full details of the Acquisition (“Circular”) has today been
        distributed to Shareholders that were recorded as such on the shareholders’
        register of the Company (“Register”) on Friday, 30 September 2022. The Circular
        also incorporates a notice convening a general meeting (“Notice”) of Shareholders
        (“General Meeting”).
   2.2. Accordingly, notice is hereby given that the General Meeting will be held at 11:00
        on Friday, 4 November 2022, at the registered offices of the Company at 10
        Freedom Way, Montague Gardens, Cape Town, 7441, to consider, and if deemed
        fit, to approve, with or without modification, the resolutions contained in the
        Notice.
   2.3. The Company will make provision for Shareholders or their proxies who are unable
        to attend in person, to participate electronically in and vote at the General Meeting
        by way of remote electronic participation, further details of which are set out in the
        Circular.
   2.4. The Circular is available on the Novus Holdings’ website at: www.novus.holdings
3. CONDITIONS PRECEDENT
   3.1. The implementation of the Acquisition is subject to the fulfilment of the following
        Conditions Precedent:
         3.1.1. the Acquisition (to the extent necessary) has been unconditionally
                approved by the Competition Authorities in terms of the Competition Act,
                (No. 89 of 1998) as amended or conditionally approved on terms and
                conditions which are acceptable to the Seller and Novus;
         3.1.2. the receipt of Shareholder approval, by way of the approval of the ordinary
                resolution(s) set out in the Notice by the requisite majority of Shareholders
                at the General Meeting; and
         3.1.3. upon fulfilment of the Conditions Precedent above, no notice has been
                received by the Seller from Novus that a Material Adverse Event (“MAE”)
                has occurred, setting out the full details of the occurrence of a MAE, as
                more fully described in paragraph 5.4.3 of the Circular.


   3.2. The Conditions Precedent are not capable of being waived.

   3.3. The last of the Conditions Precedent must be fulfilled by not later than 31 March
        2023, which date may be extended by the Seller, Novus Holdings and Novus by
        mutual written agreement.


4. IMPORTANT DATES AND TIMES
   The salient dates in respect of the Transaction are set out below.


                                                                                                2022
 Record date to determine which Shareholders are eligible to
 receive the Circular on                                                       Friday, 30 September
 Circular distributed to Shareholders and notice convening the
 General Meeting of Shareholders announced on SENS on                           Thursday, 6 October
 Notice of General Meeting published in the press on                                Friday, 7 October
 Last day to trade (“LDT”) in order to be eligible to participate in
 and vote at the General Meeting                                                Tuesday, 25 October
 Voting Record Date on                                                            Friday, 28 October
 Receipt of forms of proxy (blue) recommended to be received by
 11:00 (see note 2) on                                                     Wednesday, 2 November
 General Meeting to be held at 11:00 on                                          Friday, 4 November
 Results of the General Meeting released on SENS on                              Friday, 4 November
 Results of the General Meeting published in the press on                      Monday, 7 November
Notes:

1.   The above dates and times are subject to amendment. Any such amendment will be released on SENS.
2.   Forms of Proxy (blue) and the authority (if any) under which they are signed must be: (i) lodged with
     or posted to JSE Investor Services at 13th Floor, Ameshoff Street, Johannesburg, 2001 (PO Box 4844,
     Johannesburg, 2000) or via email at meetingservices@jseinvestorservices.co.za, recommended to be
     received by them, for administrative purposes, by no later than 11:00 on Wednesday, 2 November
     2022.
3.   Shareholders should note that, as trade in ordinary shares on the exchange operated by the JSE is
     settled in the electronic settlement system used by Strate Proprietary Limited, settlement of trades
     takes place three business days after the date of such trades. Therefore, Shareholders who acquire
     ordinary shares of Novus Holdings on the JSE after the LDT, being the last day to trade in ordinary
     shares so as to be recorded in the Register on the Voting Record Date, will not be entitled to participate
     in the General Meeting.
4.   Dematerialised Shareholders, other than those with own-name registration, must provide their Central
     Securities Depository Participant (“CSDP”) or broker with their instructions for voting at the General
     Meeting by the cut-off time and date stipulated by their CSDP or broker in terms of their respective
     custody agreements between them and their CSDP or broker.
5.   If the General Meeting is adjourned or postponed, the above dates and times will change, but the forms
     of proxy (blue) submitted for the initial General Meeting will remain valid in respect of any adjournment
     or postponement of the General Meeting.
6.   Although the salient dates and times are stated to be subject to change, such statement shall not be
     regarded as consent or dispensation for any change to time periods which may be required in terms of
     the Companies Act (No 71 of 2008) as amended and the Listings Requirements of the JSE, where
     applicable, and any such consents or dispensations must be specifically applied for and granted.
7.   All times referred to in this announcement are references to South African Standard Time.


Cape Town
6 October 2022


              Corporate Advisor                                         Legal Advisor




            Transaction Sponsor                            Independent Reporting Accountant