Wrap Text
Notice of General Meeting
TRUSTCO GROUP HOLDINGS LIMITED
Incorporated in the Republic of Namibia (Registration number 2003/058)
Registered as an external company in South Africa
External registration number 2009/002634/10)
JSE share code: TTO | NSX share code: TUC |
ISIN: NA000A0RF067
("Trustco" or "the Company")
NOTICE OF GENERAL MEETING
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Important Dates and Times
Event Date / Time
SENS announcement advising of receipt of the section
Friday, 12 June 2026
189 requisition
SENS announcement convening the General Meeting Tuesday, 28 July 2026
Article 47 nomination notices and nominee consents
Thursday, 30 July 2026
lodged
Last Day to Trade Shares to be recorded in the Namibian
Friday, 31 July 2026
Share Register to vote at the General Meeting
Last Day to Trade Shares to be recorded in the South
Tuesday, 4 August 2026
African Share Register to vote at the General Meeting
Record date to attend, participate and vote at the General
Friday, 7 August 2026
Meeting
Forms of proxy to be received by the Transfer Secretaries
Friday, 14 August 2026
by 09:00 (for administrative purposes)
Tuesday, 18 August 2026
General Meeting
at 09:00 (Namibian time)
Results of the General Meeting published on SENS Tuesday, 18 August 2026
Note: the dates above (other than the nomination lodgement date) are carried forward
unchanged from the Company's SENS announcement of 28 July 2026. Any amendment to
this timetable will be published on SENS.
1. INTRODUCTION
1.1 Shareholders are referred to the Company's SENS announcements dated 1 July 2026
and 28 July 2026, in which shareholders were advised that the Company had received
a requisition dated 11 June 2026 from Riskowitz Capital Management LLC ("RCM") in
terms of section 189 of the Namibian Companies Act, 2004 ("the Act"), requesting that
a General Meeting of shareholders be convened for the purposes set out in the
requisition.
1.2 The purpose of the General Meeting is to consider the resolutions proposed by the
requisitioning shareholder and, subject to the Act, the Company's Articles of Association
and applicable law, to vote thereon. This Notice sets out the full text of those resolutions,
including the individual election resolutions in respect of each nominee for whom a
nomination notice in terms of Article 47 of the Company's Articles of Association,
together with the nominee's written consent to act, was lodged with the Company
Secretary on 30 July 2026. To date, the Company has not been afforded the opportunity
to vet the proposed nominee directors, in terms of the Companies Act, the JSE Listings
Requirements (where applicable), the Company's Articles of Association and the
Nomination Charter of the Company. The JSE Limited has advised that their fit and
proper assessment is required to be completed after election by shareholders but prior
to appointment of the proposed directors.
1.3 The Company records that the convening of the General Meeting, and the publication
of this Notice, does not constitute an acceptance of the validity of the requisition, the
proposed resolutions, the nomination or eligibility of any proposed director, the
entitlement of any person to exercise voting rights, or any other matter that may properly
fall for determination before or at the General Meeting or in accordance with the legality
principles applicable. All rights of the Company are expressly reserved.
2. VENUE AND BUSINESS OF THE MEETING
2.1 The General Meeting will be held at 09:00 (Namibian time) on Tuesday, 18 August
2026, at:
Trustco Group Holdings Limited
Trustco North Building
c/o Robert Mugabe Avenue and Dr Kenneth David Kaunda Street (Uhland Street)
2nd Floor, Windhoek, Namibia
to consider the resolutions set out in this Notice and, subject to the Act, the Company's
Articles of Association and applicable law, to conduct the business set out therein.
2.2 A shareholder, representative or proxy wishing to attend the General Meeting by
electronic communication should apply in writing to the Company Secretary, by email to
komada@tgh.na, at least seven (7) business days before the General Meeting to
enable the necessary verification procedures and arrangements for electronic
participation.
2.3 Only shareholders recorded in the Company's securities register and entitled to vote on
the record date of Friday, 7 August 2026 will be entitled to attend, participate in and vote
at the General Meeting.
3. QUORUM AND VOTING MAJORITY
3.1 The quorum requirement for the resolutions set out below is that sufficient persons
entitled to vote on the resolutions are present to exercise their voting rights, provided
that at least three shareholders of the Company are present in person or by proxy at the
General Meeting.
3.2 All of the resolutions set out in this Notice are ordinary resolutions. The percentage of
voting rights required to pass each ordinary resolution is more than 50% (fifty percent)
of the voting rights exercised on that resolution. There are no special resolutions
proposed at this General Meeting.
3.3 Voting on the proposed resolutions hereunder will be conducted by way of a poll, so that
each shareholder present or represented by proxy will be entitled to vote the number of
shares held or represented by that shareholder. All other matters will be conducted and
voted on in terms of the Articles of Association and the applicable legislation. Treasury
shares and shares held by a share trust or scheme are not entitled to vote.
4. ORDINARY RESOLUTIONS: REMOVAL OF DIRECTORS
4.1 A separate special notice under section 228(3) of the Act was lodged simultaneously
with the requisition, giving notice of the intention to move the following ordinary
resolutions for the removal of each incumbent director named below. Each affected
director is entitled, whether or not he or she is a member of the Company, to be heard
on the proposed removal resolution at the General Meeting and to make written
representations in accordance with sections 228(3) to (5) of the Act. Each resolution
below is to be voted on separately.
Ordinary Resolution Number 1.1
RESOLVED THAT RAYMOND HEATHCOTE be and is hereby removed from office as a
director of the Company with immediate effect, special notice of this resolution having been
given, and noting that the affected director's written representations (if any) were circulated to
members or, if not practicable, were read at the meeting, in accordance with the Act and the
Company's memorandum and articles of association.
Ordinary Resolution Number 1.2
RESOLVED THAT WINTON JOHN GEYSER be and is hereby removed from office as a
director of the Company with immediate effect, special notice of this resolution having been
given, and noting that the affected director's written representations (if any) were circulated to
members or, if not practicable, were read at the meeting, in accordance with the Act and the
Company's memorandum and articles of association.
Ordinary Resolution Number 1.3
RESOLVED THAT RENIER JACOBUS TALJAARD be and is hereby removed from office as
a director of the Company with immediate effect, special notice of this resolution having been
given, and noting that the affected director's written representations (if any) were circulated to
members or, if not practicable, were read at the meeting, in accordance with the Act and the
Company's memorandum and articles of association.
Ordinary Resolution Number 1.4
RESOLVED THAT JANENE VAN DEN HEEVER be and is hereby removed from office as a
director of the Company with immediate effect, special notice of this resolution having been
given, and noting that the affected director's written representations (if any) were circulated to
members or, if not practicable, were read at the meeting, in accordance with the Act and the
Company's memorandum and articles of association.
Ordinary Resolution Number 1.5
RESOLVED THAT QUINTON VAN ROOYEN be and is hereby removed from office as a
director of the Company with immediate effect, special notice of this resolution having been
given, and noting that the affected director's written representations (if any) were circulated to
members or, if not practicable, were read at the meeting, in accordance with the Act and the
Company's memorandum and articles of association.
Ordinary Resolution Number 1.6
RESOLVED THAT QUINTON ZANDRE VAN ROOYEN be and is hereby removed from office
as a director of the Company with immediate effect, special notice of this resolution having
been given, and noting that the affected director's written representations (if any) were
circulated to members or, if not practicable, were read at the meeting, in accordance with the
Act and the Company's memorandum and articles of association.
Ordinary Resolution Number 1.7
RESOLVED THAT FLOORS JACOBUS ABRAHAMS be and is hereby removed from office
as a director of the Company with immediate effect, special notice of this resolution having
been given, and noting that the affected director's written representations (if any) were
circulated to members or, if not practicable, were read at the meeting, in accordance with the
Act and the Company's memorandum and articles of association.
5. ORDINARY RESOLUTIONS: ELECTION OF DIRECTORS
5.1 The following resolutions are proposed subject to a valid nomination. Nomination
notices in respect of each of the five nominees below, signed by Riskowitz Capital
Management LLC as a member of the Company, together with each nominee's written
consent to act (Form CM 27) and brief biographical details, were lodged with the
Company Secretary on Thursday, 30 July 2026.
Each of the following resolutions is to be voted on separately.
Ordinary Resolution Number 2.1
JEROME DELMONTE DAVIS (84 years of age)
South African (Namibian permanent residence status) – Director of Companies
Jerome Davis has more than five decades of executive and financial leadership experience
across mining, manufacturing, retail and healthcare. He previously served as Group Managing
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Director of the Pupkewitz Group and as a non-executive director of Bidvest Namibia. He is
currently Chair of Mobicash Payment Solutions and a director of Catalyst Investment Managers
and Capricorn Investment Holdings. To date, no Fit and Proper assessment, as required by
the applicable legislation, has been conducted for the proposed nomination.
RESOLVED THAT Jerome Delmonte Davis, having furnished a written consent to act and
having been nominated by notice lodged in compliance with Article 47 of the Articles, be and
is hereby elected as a director of the Company with effect from the conclusion of this meeting.
Ordinary Resolution Number 2.2
DEIDRE LUCINDA DECKENBROCK (55 years of age)
Namibian – Legal Practitioner
Dee Sauls-Deckenbrock is a Namibian legal practitioner with more than 30 years' experience
in corporate and regulatory law. She holds an LLM from Queen Mary & Westfield College,
University of London, and is Managing Partner of Deckenbrock Sauls & Co Law Chambers.
She has served as Chairperson of Air Namibia, Vice-Chairperson of One Africa Television,
President of the Law Society of Namibia and currently serves as Vice-Chairperson of the
Rössing Uranium Board. To date, no Fit and Proper assessment, as required by the applicable
legislation, has been conducted for the proposed nomination.
RESOLVED THAT Deidre Lucinda Deckenbrock, having furnished a written consent to act
and having been nominated by notice lodged in compliance with Article 47 of the Articles, be
and is hereby elected as a director of the Company with effect from the conclusion of this
meeting.
Ordinary Resolution Number 2.3
ROBERT NORMAN HUTCHINSON-KEIP (66 years of age)
South African – Retired
Robert Hutchinson-Keip is a Chartered Accountant with over 40 years' experience in banking
and financial services. He has held senior roles at First National Bank and Discovery, and
previously served as a director of African Bank and Grindrod Bank, chairing their audit
committees. He holds a Postgraduate Diploma in Strategy and Innovation from Oxford. To
date, no Fit and Proper assessment, as required by the applicable legislation, has been
conducted for the proposed nomination.
RESOLVED THAT Robert Norman Hutchinson-Keip, having furnished a written consent to
act and having been nominated by notice lodged in compliance with Article 47 of the Articles,
be and is hereby elected as a director of the Company with effect from the conclusion of this
meeting.
Ordinary Resolution Number 2.4
CHUKA OBINNA OKAFOR (34 years old)
Namibian – Investment Professional
Chuka Okafor is a Namibian investment professional and entrepreneur with experience across
investment banking, private equity, infrastructure, fintech, and alternative investments in Africa.
He is Chairperson of NSX-listed Stimulus Investments Limited and leads VG Capital &
Infrastructure Partners. He previously advised clients at Rand Merchant Bank. Chuka holds a
BCom in Information Systems and a BCom (Hons) in Corporate Finance & Investments from
the University of the Witwatersrand. To date, no Fit and Proper assessment, as required by
the applicable legislation, has been conducted for the proposed nomination.
RESOLVED THAT Chuka Obinna Okafor, having furnished a written consent to act and
having been nominated by notice lodged in compliance with Article 47 of the Articles, be and
is hereby elected as a director of the Company with effect from the conclusion of this meeting.
Ordinary Resolution Number 2.5
GRANT MICHAEL PATTISON (55 years old)
South African – Director of Companies
Grant Pattison is a senior business executive with over 30 years' experience across retail,
investment and industrial sectors. He holds a BSc Hons (Eng) from the University of Cape
Town and has completed executive programs at MIT and Harvard Business School. His career
includes leadership roles at Massmart, Edcon, Servest and NRG Renew Africa. He has served
or serves on numerous boards including Taste Holdings, Twinsaver, AutoZone, Kevro, and
Pick n Pay. To date, no Fit and Proper assessment, as required by the applicable legislation,
has been conducted for the proposed nomination.
RESOLVED THAT Grant Michael Pattison, having furnished a written consent to act and
having been nominated by notice lodged in compliance with Article 47 of the Articles, be and
is hereby elected as a director of the Company with effect from the conclusion of this meeting.
6. ANCILLARY IMPLEMENTATION RESOLUTION
Ordinary Resolution Number 3
RESOLVED THAT any one director of the Company or the Company Secretary be and is
hereby authorised to do all such things, sign all such documents and make all such filings,
entries and notifications as may be necessary or desirable to give effect to the foregoing
resolutions, including updating the register of directors and lodging any required returns with
the Registrar of Companies.
7. RESERVATION OF RIGHTS
7.1 Neither the convening of the General Meeting, the publication of this Notice, nor any
step taken in preparation for or in connection with the General Meeting shall constitute,
or be construed as constituting:
7.1.1 an admission as to the validity or effectiveness of the requisition;
7.1.2 an acceptance of the validity of any proposed resolution;
7.1.3 an acceptance of the nomination, eligibility or appointment of any proposed director;
7.1.4 an acknowledgement of the entitlement of any person to exercise voting rights in respect
of any shares;
7.1.5 an acceptance of the validity of any proxy or other instrument of representation;
7.1.6 a waiver of any right, remedy, objection or defence available to the Company, its Board,
the Chairman of the General Meeting or any shareholder under the Act, the Company's
Articles of Association or applicable law.
7.2 The Company expressly reserves all rights to raise, determine, object to, challenge or
seek appropriate relief in respect of any procedural, factual or legal issue arising before,
during or after the General Meeting. Nothing in this Notice shall prejudice, limit or waive
any power or discretion vested in the Chairman of the General Meeting, or any right of
the Company or its Board, to determine, rule upon, object to or otherwise deal with any
such matter in accordance with the Act, the Articles of Association, the JSE Listings
Requirements and applicable law.
8. VOTING AND PROXIES
8.1 A shareholder entitled to attend and vote at the General Meeting is entitled to appoint a
proxy to attend, speak and, on a poll, vote in that shareholder's stead. A proxy need not
be a shareholder of the Company. A Form of Proxy is attached to this Notice for the
convenience of certificated shareholders and "own name" registered dematerialised
shareholders who cannot attend the General Meeting but wish to be represented.
8.2 A completed Form of Proxy must be received by the Company Secretary, or lodged with
the Transfer Secretaries, no later than Friday, 14 August 2026 at 09:00 for
administrative purposes.
8.3 Dematerialised shareholders who have not elected "own name" registration are required
to notify their duly appointed CSDP or broker of their voting instructions in the manner
and within the time stipulated in the agreement governing the relationship between the
shareholder and the CSDP or broker, and should not complete the attached Form of
Proxy.
8.4 If the General Meeting is adjourned or postponed, any Form of Proxy submitted for the
original General Meeting shall remain valid in respect of the adjourned or postponed
General Meeting. New dates and times will be published on SENS for the completion
and submission of new forms of proxy, to the extent necessary. If the General Meeting
is adjourned or postponed new dates and times for the receipt of forms of proxy will be
published on SENS. New forms of proxy must be received by the Company's Secretary
no later than 48 hours before the adjourned or postponed General Meeting. A form of
proxy not lodged with the Transfer Secretaries may be handed to the chairman of the
General Meeting before the proxy exercises the Shareholder's voting rights at the
General Meeting.
9. CONDUCT OF THE MEETING
All matters relating to the conduct of the General Meeting shall be determined in accordance
with the Act, the Company's Articles of Association, the JSE Listings Requirements (where
applicable), the NSX Listings Requirements (where applicable) and applicable law.
By order of the Board
Windhoek, Namibia
5 August 2026
Company Secretary and Investor Relations Services
Komada Holdings Proprietary Limited
JSE Sponsor
DEA-RU
NSX Sponsor
Simonis Storm Securities Proprietary Limited – Windhoek
TRUSTCO GROUP HOLDINGS LIMITED
Incorporated in the Republic of Namibia (Registration number 2003/058)
Registered as an external company in South Africa
(External registration number 2009/002634/10)
JSE share code: TTO | NSX share code: TUC |
ISIN: NA000A0RF067
("Trustco" or "the Company")
FORM OF PROXY
__________________________________________________________________________
For use by certificated shareholders and "own name" registered dematerialised shareholders
only, at the General Meeting of shareholders of Trustco Group Holdings Limited to be held at
09:00 (Namibian time) on Tuesday, 18 August 2026, at Trustco North Building, c/o Robert
Mugabe Avenue and Dr Kenneth David Kaunda Street (Uhland Street), 2nd Floor, Windhoek,
Namibia, and at any adjournment or postponement thereof ("the General Meeting").
I/We ________________________________________________
of (address) ________________________________________________
being the registered holder(s) of ____________________ shares in the Company, hereby
appoint (see Note 1):
1. ________________________________________________ or failing him/her,
2. ________________________________________________ or failing him/her,
3. the chairman of the General Meeting,
as my/our proxy to act for me/us and on my/our behalf at the General Meeting and at any
adjournment or postponement thereof, and to vote or abstain from voting on the resolutions to
be proposed at the General Meeting as set out below, and on any amendment or substantive
motion to be proposed at the General Meeting, as follows (see Note 2):
No. Resolution For Against Abstain
1.1 Removal of Raymond Heathcote as a director
1.2 Removal of Winton John Geyser as a director
Removal of Renier Jacobus Taljaard as a
1.3
director
Removal of Janene Van Den Heever as a
1.4
director
1.5 Removal of Quinton van Rooyen as a director
Removal of Quinton Zandre van Rooyen as a
1.6
director
Removal of Floors Jacobus Abrahams as a
1.7
director
2.1 Election of Jerome Delmonte Davis as a director
Election of Deidre Lucinda Deckenbrock as a
2.2
director
Election of Robert Norman Hutchinson-Keip as
2.3
a director
2.4 Election of Chuka Obinna Okafor as a director
2.5 Election of Grant Michael Pattison as a director
3 Ancillary implementation authority
Signed at ________________________ on this ____ day of ____________ 2026
Signature: ________________________________
Assisted by (if applicable): ________________________________
Lodgement of Forms of Proxy
Completed Forms of Proxy must be received by:
South African Transfer Secretaries
Computershare Investor Services Proprietary Limited
(Registration number 2004/003647/07)
Rosebank Towers,
15 Biermann Avenue,
Rosebank, 2196
(Private Bag X9000, Saxonwold, 2132)
Namibian Transfer Secretaries
Transfer Secretaries Proprietary Limited
(Registration number 93/713)
(Burg Street entrance opposite Chateau Street)
4 Robert Mugabe Avenue
Windhoek, Namibia (PO Box 2401, Windhoek,
Namibia)
or by the Company Secretary, Komada Holdings Proprietary Limited (komada@tgh.na), by
no later than 09:00 on Friday, 14 August 2026 for administrative purposes.
Notes to the Form of Proxy
1. A shareholder may insert the name of a proxy or the names of two alternative proxies of the
shareholder's choice in the spaces provided, with or without deleting "the chairman of the
General Meeting". The person whose name appears first on the form and who is present at
the General Meeting will be entitled to act as proxy to the exclusion of those whose names
follow.
2. A shareholder's instructions to the proxy must be indicated by the insertion of the relevant
number of votes, or an "X", in the appropriate box. Failure to clearly indicate the shareholders
vote, will be deemed to authorise the proxy to vote abstain.
3. A proxy need not be a shareholder of the Company.
4. Forms of Proxy must be received by the Transfer Secretaries or the Company Secretary by
no later than 09:00 on Friday, 14 August 2026, for administrative purposes.
5. Documentary evidence establishing the authority of a person signing this Form of Proxy in
a representative capacity must be attached to this form.
6. No alteration or correction made to this Form of Proxy will be accepted.
7. A minor must be assisted by his/her parent or guardian, as applicable, unless the relevant
documents establishing his/her legal capacity are produced or have been registered by the
Company.
8. Where there are joint holders of shares, the vote of the senior joint holder who tenders a
vote (whether in person or by proxy) will be accepted to the exclusion of the votes of the
other joint holders. For this purpose, seniority will be determined by the order in which the
names of shareholders appear in the Company's securities register in respect of the shares
in question.
9. The chairman of the General Meeting may reject or accept any Form of Proxy that is
completed and/or received other than in compliance with these notes.
10. This Form of Proxy will not be effective at the General Meeting unless previously lodged
(as stated above) with the Company Secretary or the Transfer Secretaries.
11. If this Form of Proxy has been delivered but is not accompanied by voting instructions or
the shareholder's instructions are unclear, the proxy shall be entitled to vote abstain.
Date: 05-08-2026 05:27:00
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