Results of General Meeting
TRUSTCO GROUP HOLDINGS LIMITED
Incorporated in the Republic of Namibia
(Registration number 2003/058)
NSX Share Code: TUC
JSE Share Code: TTO
ISIN Number: NA000A0RF067
(“Trustco” or “the Company”)
RESULTS OF GENERAL MEETING
The board of directors of Trustco hereby advises that at the general meeting of shareholders (“the General Meeting”)
held today, 5 October 2015, the following resolutions, as set out in the circular to shareholders dated 11 September
2015 (“the Circular”), were duly approved by the requisite majority of shareholders present and voting, in person or
represented by proxy. The detailed voting results of the General Meeting are set out below:
Votes for Votes Number of Number of Number of Shares
resolution against shares voted shares shares voted abstained as
(%) * resolution at the General ineligible to at the General a percentage
(%) * Meeting vote at the Meeting as a (%) of shares
General percentage in issue
Meeting (%) of shares
in issue
1. Ordinary 90% 1% 258 313 677 392 554 120 33.45% 2.98%
Resolution
No. 1:
Approval of
the Share
Purchase
Agreement
2. Ordinary 90% 1% 258 313 677 392 554 120 33.45% 2.98%
Resolution
No. 2:
Authority to
Action
Note * - In relation to the total number of shares voted at the General Meeting.
The board of directors further advises as follows on the status of the conditions to be fulfilled for purposes of the
closing of the Share Purchase Agreement, as defined in the Circular:
CONDITION FULFILLED/OUTSTANDING DATE FULFILLED
1. Obtain the Namibian Competition Not required as the transaction 22 September 2015
Commission’s (“NCC”) approval is not a notifiable transaction
(as confirmed by the NCC)
2. Obtain Competent Person’s Report acceptable Fulfilled 11 September 2015
to the JSE and the board of directors
3. Obtain Independent Fairness Opinion Fulfilled 11 September 2015
acceptable to the JSE and the board of
directors
4 (a) NNDC to obtain water extracting permit Fulfilled 30 September 2015
4 (b) NNDC to obtain environmental assessment Fulfilled 31 January 2013
certificate
5. Obtain shareholders’ approval for the Fulfilled 5 October 2015
transaction
6. Obtain JSE approval for the fresh issuance of Fulfilled 11 September 2015
shares
7. Obtain board approval from all companies Fulfilled 17 June 2015
which are parties to the Share Purchase (Trustco Group
Agreement Holdings Ltd)
10 July 2015
(all other companies)
8. Purchaser to be satisfied with the tax Fulfilled 14 July 2015
consequences of the transaction
9. Obtain Export Processing Zone status by Outstanding -
Morse Investments (Pty) Ltd
10. Obtain Mining License by Northern Namibia Outstanding -
Development Company (Pty) Ltd (“NNDC”)
Shareholders will be advised once the unfulfilled conditions, being the obtaining of a Mining Licence and Export
Processing Zone status have been fulfilled.
By order of the board
Sandra Miller
Company Secretary
Windhoek
5 October 2015
Corporate advisor – DEA-RU
JSE Transaction Sponsor – PSG Capital
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