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Non-binding advisory vote
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
OTCQX share code: TSCHY
ISIN Number: NA000A0RF067
(“Trustco” or “the Group”)
NON-BINDING ADVISORY VOTE
Trustco Shareholders (Shareholders) are referred to the announcements released on SENS on 23
November 2021 in terms whereof Shareholders were advised of the dismissal of Trustco’s application
for reconsideration by the Financial Services Tribunal in South Africa.
Shareholders are reminded that, as per the Companies Act of Namibia, Act 28 of 2004 and the
principles of the King IV Report, the Trustco Board of Directors (the Board) is responsible and
accountable to Shareholders for the preparation and presentation of financial statements and to
ensure that the financial statement are prepared in compliance with International Financial Reporting
Standards (IFRS). The Board cannot abdicate this responsibility, especially when the outcome would
contradict the Group’s appointed professional advisors.
Trustco’s professional advisors confirmed that the dismissal of its application for reconsideration puts
the Board in an untenable position whereby the Board is instructed by the JSE, which is only one of
the three stock exchanges Trustco is listed on, to report in a manner that would not be in compliance
with IFRS. The JSE directive contradicts both the Board’s considered opinion and the advice of its
professional advisors. Trustco reserves its rights herein.
Shareholders should further note that the unwarranted interference of the JSE is an attempt to usurp
the responsibilities and fiduciary duties of the Board without any accountability towards Shareholders.
This undermines the independence, accountability and integrity of the Board.
Trustco’s Board is engaging stakeholders and requests Shareholders to participate in non-binding
advisory votes on key matters as set out below. All Shareholders, excluding the majority shareholder
and his associates, are hereby invited to cast their vote. Although Shareholders have previously
approved the affected transactions, as well as the audited annual financial statements and disclosures,
the Board requests current Shareholders to reaffirm their position on these transactions.
This non-binding advisory vote enables Shareholders to express their views and will not have any legal
consequences for those Shareholders that now cast their vote. The Board will however consider the
outcome of the votes to assess Trustco’s future options.
The process will be as follows:
1. Shareholders are invited to attend an interactive online session with the independent non-
executive chairman of the Board, the Audit and Risk Committee Chairman and the Group
Financial Director to discuss the key matters set out below.
2. Shareholders who want to attend the online session must provide the company secretary with
their details (Full name, name under which shares are registered, number of shares and email
address) by sending an email to komada@tgh.na before 10h00 Central African Time (08h00
UTC) on the 6th of December 2021.
3. The online session will be held on the 6th of December 2021 at 12h00 Central African Time
(10h00 UTC).
4. Shareholders are requested to return the voting tabulation by no later than Wednesday the
8th of December 2021 at 12h00 Central African Time (10h00 UTC) to komada@tgh.na. The
form can also be downloaded from or completed online at Trustco’s website at www.tgh.na
Name of shareholder : _____________________________________________
Number of shares held : _____________________________________________
Email and contact details : _____________________________________________
No Key matter For Against Abstain
Include Include Include
number of number of number of
shares shares shares
1.1 To endorse and confirm the accounting treatment of the
NAD 546 million loan forgiveness transaction by the
majority shareholder, Next Capital Limited, as set out in
the audited financial statements (Note 26, Page 65 of
the March 2019 Annual Financial Statements).
1.2 To endorse and confirm the accounting treatment of the
NAD 1 billion loan forgiveness transaction by the
majority shareholder, Next Capital Limited, as set out in
the audited financial statements (Note 27, Page 153 of
the September 2020 Financial Statements).
1.3 To endorse the accounting treatment of the property
reclassification as set out in the audited financial
statements (Note 8, Page 49 of the March 2019 Annual
Financial Statements)
2.1 To confirm and endorse the auditors’ opinions as
contained in the audited financial statements for the
financial year ending March 2019.
2.2 To confirm and endorse the auditors’ opinions as
contained in the audited financial statements for the
financial period ending September 2020.
3 To confirm and agree that the Board followed due
process and remains best placed to do so in the future,
in recommending the financial statements to the
shareholders for approval.
4.1 To endorse that the loan write-offs set out in 1.1 and 1.2
above triggered a contractual earn-out clause in terms
of the amended Huso Transaction as approved by
Shareholders on 13 June 2017.
4.2 To endorse that the share issue at NAD 4.69 was in line
with the amended Huso Transaction as previously
approved by Shareholders on 13 June 2017.
4.3 To endorse the amended Huso Transaction as approved
by Shareholders on 13 June 2017.
4.4 To endorse the Related Party Loan Transaction (One
Billion Namibia Dollar Loan) as approved by
Shareholders on 22 January 2019.
4.5 To confirm that the Board acted in the best interest of
minority Shareholders by accepting the total of
NAD1.546 billion loan write-offs by the majority
shareholder to Trustco.
5 To confirm that the information and disclosures
(including pro forma financial information) presented to
Shareholders in the Huso circular, the amended Huso
circular and the audited financial statements were
adequate to approve the Huso Transaction, the
amended Huso Transaction and the Related Party Loan
Transaction.
6.1 The Board is considering its options regarding the
benefits of Trustco’s current listings. To move a listing to
a more beneficial exchange, a majority vote from
minority Shareholders is required. Should Trustco delist
from the JSE, Trustco would also automatically delist
from the NSX in Namibia and the OTCQX in the United
States of America.
To support the Board’s position that Trustco’s current
listings are not in the best interest of all Shareholders.
6.2 To support the Board’s position for Trustco to list on a
business-friendly international exchange as soon as
practical.
7.1 To elect to remain as a Shareholder in an unlisted
environment until Trustco relists on an international
stock exchange within a period of not more than 36
(thirty-six) months from the date of delisting from the
JSE (“Delisting Date”)
Should Trustco fail to relist on an international exchange
within 36 (thirty-six) months from the Delisting Date,
Shareholders may give notice of their intention to sell
their shares to Trustco at a price of 10% above the
average VWAP price of the TTO Share between the 1 st
of January 2021 to the 30th of November 2021 plus 8.5%
compound interest from the Delisting Date to the end
of the 36 (thirty-six) month period.
7.2 To elect not to remain a Shareholder after delisting, with
Trustco acquiring the Shareholder’s Trustco shares
(“TTO Shares”) within 36 (thirty-six) months from the
Delisting Date at a price of 10% above the average
VWAP price of the TTO Share between the 1st of January
2021 to the 30th of November 2021.
8 As a minority Shareholder, to consent to a reduced
timeframe for the above delisting transactions when a
formal vote is required.
9 To agree that any announced transactions currently in
process be implemented subsequent to the potential
delisting.
10 To hold the responsible parties, jointly and severally,
accountable for shareholder value destruction during
the process.
11 Shareholders are invited to provide any relevant comments or information for the attention of the
board:
The outcome of the non-binding advisory votes will be announced on SENS.
Windhoek, Namibia,
1 December 2021
Komada Holdings (Pty) Ltd
Company Secretary and Investor Relations Services to Trustco Group Holdings Limited
JSE Sponsor
Vunani Corporate Finance – Johannesburg
NSX Sponsor
Simonis Storm Securities Proprietary Limited – Windhoek
OTCQX Sponsor
J.P Galda & Co – New York
Date: 01-12-2021 04:35:00
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