Navitas : Revised Indicative Proposal from BGH Consortium

15 January 2019

Navitas receives revised non-binding proposal from the BGH Consortium at $5.825 per share and

Board intends to recommend to shareholders

Highlights

•  Revised non-binding proposal received for an all cash offer to acquire 100% of the shares in Navitas at $5.825 per share by way of a Scheme of Arrangement

•  Navitas Directors intend to unanimously recommend the Revised Proposal to shareholders subject to conditions described below

•  BGH Consortium to be granted exclusive due diligence until no later than 18 February 2019, subject to no Superior Proposal emerging which the BGH Consortium does not match

•  Mechanism now potentially available for Rod Jones and AustralianSuper to support a Superior Proposal should any emerge and not be matched by the BGH Consortium

Navitas Limited (NVT:ASX) ("Navitas" or "the Company") announces that it has received a revised indicative, preliminary, non-binding and conditional proposal from the BGH Consortium to acquire 100% of the outstanding shares in Navitas by way of a scheme of arrangement, for an increased offer price of $5.825 cash per Navitas share ("Revised Proposal"). Pursuant to the Revised Proposal, the offer price would be reduced by the amount of any dividends paid by Navitas prior to implementation of any scheme of arrangement proposal.

Intention to Recommend

The Board has considered the Revised Proposal having regard to the relevant factors for all Navitas shareholders, and has determined that progressing the Revised Proposal is consistent with the Board's continued focus on maximising value for all Navitas shareholders and its role in ensuring that Navitas' strong relationships with its university partners are maintained, and its commitment to its students is not compromised, throughout.

The Board's assessment of the Revised Proposal has been informed by its views of the medium and longer term potential of Navitas and the opportunity for shareholders to realise certain value for their investment, as well as the BGH Consortium's preparedness to lift the contractual restrictions (on Mr Rod Jones and AustralianSuper) that would otherwise prevent those Navitas shareholders from supporting any Superior Proposal that may emerge.

The Directors of Navitas intend to unanimously recommend the Revised Proposal to shareholders (at the increased offer price of $5.825 cash per Navitas share) subject to the parties entering into a binding scheme implementation deed on terms consistent with the Revised Proposal ("SID") following completion of the BGH Consortium's due diligence investigations and otherwise during the period contemplated by the Process and Confidentiality Deed (discussed later in this announcement and attached, excluding its schedules, in Appendix B), in the absence of a Superior Proposal and subject to an independent expert

Navitas Limited

concluding (and continuing to conclude) that the Revised Proposal is in the best interests of Navitas shareholders.

Revised Non-binding Proposal

The Revised Proposal represents an increase of $0.325 per Navitas share relative to the previous proposals received from the BGH Consortium, as set out in announcements to the ASX on 10 October 2018 and 12 November 2018 ("Prior Proposals"), and a premium of 34% to the Navitas share price on 9 October 2018 (being the last closing price of Navitas shares prior to announcement of the Prior Proposals). The BGH Consortium has indicated that the Revised Proposal represents its best and final offer in the absence of Navitas receiving a superior offer or proposal.

Under the Revised Proposal, the BGH Consortium has agreed to amend its Co-operation and Process Agreement dated 8 October 2018 ("CoPA") such that restrictions on Rod Jones and AustralianSuper accepting, voting in favour of or otherwise supporting a Competing Proposal (as defined in the CoPA) and the requirement for Rod Jones and AustralianSuper to vote against any Competing Proposal, no longer apply in the event that Navitas receives a Superior Proposal, the BGH Consortium does not match that Superior Proposal within the agreed timeframe and the Superior Proposal becomes binding prior to or on 22 March 2019, and Navitas has otherwise complied with its obligations under the Process and Confidentiality Deed (discussed below).

The offer under the Revised Proposal is an all-cash offer. The BGH Consortium has indicated that it is reconsidering the suitability of the cash and unlisted scrip alternative outlined in the Prior Proposals and whether or not this alternative should be offered more broadly to all Navitas shareholders, in addition to Rod Jones and AustralianSuper.

Further conditions to the Revised Proposal are set out in Appendix A.

Process and Confidentiality Deed

Navitas and the BGH Consortium have executed a Process and Confidentiality Deed which, in addition to providing appropriate confidentiality obligations, governs the process under which the BGH Consortium will undertake due diligence and the parties will work towards agreeing and executing a binding SID, and documents the amendment to the CoPA in the specific circumstance set out above.

A period of exclusive due diligence access has been granted, which is to commence on 15 January 2019 and run until no later than 18 February 2019 ("Exclusivity Period"), with the first two weeks of access to be granted on a "closed" exclusive basis. The Exclusivity Period may terminate before 18 February 2019 in specific circumstances set out in the Process and Confidentiality Deed. The exclusivity provisions include customary "no shop", "no due diligence" and notification protections, and a five business day right to match any Superior Proposal, as well as a "no talk" restriction that will apply during the initial closed period only. After expiry of the initial closed period (on 29 January 2019), and having exhausted the matching right regime, Navitas would be entitled to grant due diligence access to the proponent of any Superior Proposal which has not been matched by the BGH Consortium. During the Exclusivity Period, Navitas has agreed not to grant due diligence to the proponent of any Superior Proposal which has been successfully matched by the BGH Consortium.

Beyond the expiry of the Exclusivity Period on 18 February 2019 (and until at least 5 March 2019), the Navitas Directors would maintain their intention to recommend the Revised Proposal, subject to the conditions described elsewhere in this announcement and in the Process and Confidentiality Deed, andprovided that: (1) nothing occurs (whether before or after 18 February 2019) which causes, or would have caused, the relevant exclusivity arrangements (in the Process and Confidentiality Deed) to terminate, and (2) the Consortium has complied with the obligations it has assumed under that deed.

A copy of the Process and Confidentiality Deed (excluding the schedules) is attached in Appendix B. Investors should refer to that document for a detailed understanding of the agreed arrangements.

Navitas will continue to keep the market informed of any material developments in accordance with its continuous disclosure requirements. There is no certainty that the Revised Proposal will result in a transaction being put forward to shareholders for consideration and shareholders do not need to take any action in relation to the Revised Proposal.

Goldman Sachs is acting as financial adviser and Ashurst is acting as legal adviser to Navitas.

------ENDS------

For further information contact:

David Buckingham, Group Chief Executive Officer, Investors | Tel: +61 433 856 205 Shaun Duffy, FTI Consulting, Media | Tel: +61 404 094 384

About Navitas

Navitas is a leading global education provider that offers an extensive range of educational services through two major Divisions to students and professionals including university programs, creative media education, professional education, English language training and settlement services. Navitas is a S&P/ASX200 company. Further details about Navitas are available atwww.navitas.com

Appendix A - Terms of the Revised Proposal

The Revised Proposal is subject to a number of conditions, including the Board of Navitas announcing that it intends to unanimously recommend the Revised Proposal to shareholders in the absence of a Superior Proposal, subject to an independent expert opining (and continuing to opine) that the scheme is in the best interests of shareholders and subject to execution of a SID reflecting the agreed commercial terms and otherwise customary terms. Some of the other conditions of the Revised Proposal are reflected in the Process and Confidentiality Deed, including relating to due diligence access generally, as well as engagement with key customers and partners of Navitas.

The remainder of the terms of the Revised Proposal are essentially the same as the Prior Proposals and include a number of conditions to be satisfied prior to executing a binding SID, including:

•  satisfactory completion of due diligence;

•  that the Company does not issue additional shares or other securities convertible or exchangeable into shares;

•  that there have been no changes to material terms of the current University Partnership contracts or losses of any of these contracts;

•  the Company does not make any material acquisitions (or disposals) or enter into any binding agreement in relation to any material acquisitions (or disposals);

•  no transaction cost reimbursement arrangements are offered or provided to any party which may be exploring the possibility of acquiring shares in Navitas;

•  the BGH Consortium finalising debt commitments for the transaction;

•  that each BGH Consortium member receives final approval to submit a binding proposal from its investment committee (where relevant); and

•  agreement of a SID that would include provisions consistent with the above matters and otherwise customary terms and conditions, including customary deal protection provisions (subject to a fiduciary carve-out), and will not contain a financing condition.

Appendix B - Process and Confidentiality Deed