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 Date: 05/10/2015 12:21:00 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.