Distribution of Circular on the Acquisition of the Entire Issued Share Capital of Huso Investments 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”) DISTRIBUTION OF CIRCULAR ON THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF HUSO INVESTMENTS PROPRIETARY LIMITED BY TRUSTCO INCLUDING NOTICE CONVENING THE GENERAL MEETING 1. INTRODUCTION Shareholders are referred to the SENS announcements published on 2 February 2015, 22 June 2015 and 24 June 2015 in terms of which the Company advised shareholders, inter alia of its intention to pursue opportunities in the resources sector and further that the Company has entered into an option agreement with Mr. Quinton van Rooyen (“the Seller”) in terms of which the Company acquired an option to acquire the entire shareholding in Huso, of which Mr. Quinton van Rooyen is the sole shareholder, via its wholly-owned subsidiary, Trustco Resources. Further to the publication of the announcements referred to above, shareholders are also referred to the SENS announcement published on 15 July 2015 in terms of which it was advised that the Company had received sufficient irrevocable undertakings from its shareholders and consequently entered into a share purchase agreement with the Seller dated 14 July 2015 for the acquisition of the entire issued share capital of Huso (“the Acquisition”). 2. PRINTING AND POSTING OF THE CIRCULAR Shareholders are hereby advised that the Company has printed and will today Monday, 14 September 2015 post a circular to its shareholders (“the Circular”), excluding those who indicated their preference to receive it via electronic mail. The Circular is available for review at http://www.tgh.na/ Please go to “HUSO Circular Data” to view the JSE approved Independent Competent Person’s Report (NNDC CPR) and Independent Fairness Opinion and other related documents. 3. PURPOSE OF THE CIRCULAR AND NOTICE OF GENERAL MEETING The purpose of the Circular is to provide information to shareholders with regard to the Acquisition and to convene a general meeting of shareholders for which notice is hereby given and the shareholders’ meeting will be held at the registered office of the Company, 2 Keller Street, Windhoek, Namibia at 10:00 on Tuesday, 5 October 2015, at which general meeting the shareholders will vote on the ordinary resolutions required to approve the Acquisition. The notice of general meeting containing the resolutions required to implement the Acquisition is attached to and forms part of the Circular. 4. IMPORTANT DATES AND TIMES Record date to determine which shareholders are eligible to receive the Circular Friday, 4 September Circular and notice of the General Meeting posted to Trustco Shareholders on Monday,14 September Last day to trade to be eligible to vote at the General Meeting on Thursday, 17 September Record date in relation to voting at the General Meeting on Friday, 25 September Forms of proxy for the General Meeting to be received at 10:00 on Thursday, 1 October General meeting of Trustco shareholders at 10:00 on Monday, 5 October Results of the General Meeting released on SENS on Monday, 5 October All references to date and time are to local dates and times in Namibia and South Africa. By order of the Board. S Miller Company Secretary Windhoek 14 September 2015 Corporate Advisor: DEA-RU (Proprietary) Limited JSE Transactional Sponsor: PSG Capital NSX Sponsor: IJG Securities (Pty) Limited Date: 14/09/2015 11:18:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.