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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 Number: NA000A0RF067
("Trustco" or "Company")
NOTICE OF GENERAL MEETING
1. Introduction
1.1 Shareholders ("Shareholders") are referred to the SENS announcement dated
1 July 2026 in which Shareholders were advised that the Company had
received a requisition in terms of section 189 of the Namibian Companies Act,
2004 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(s) and, subject to the Namibian Companies
Act, 2004, the Company's Articles of Association and applicable law to vote
thereon.
The Company records that the convening of the General Meeting 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.
All rights of the Company are expressly reserved.
2. Notice of General Meeting
2.1 The General Meeting will be held at 09:00 on Tuesday, 18 August 2026, at the
following address:
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 contained in the requisition and, subject to the
Namibian Companies Act, 2004, the Company's Articles of Association and
applicable law to vote thereon.
2.2 A Shareholder, representative or proxy wishing to attend the General Meeting
by electronic communication ("Attendees") should apply in writing to the
Company's Secretary, or 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 The form of proxy attached to the Notice of General Meeting will be distributed
to Shareholders in due course and released through SENS upon receipt of the
outstanding information required from the requisitioning shareholder(s).
3. Important Dates and Times
The salient dates and times relating to the General Meeting are set out in the timetable
below.
Last Day to Trade Shares in order to be recorded in the Namibian Share Friday, 31 July 2026
Register to vote at the General Meeting
Last Day to Trade Shares in order to be recorded in the South African Tuesday, 4 August 2026
Share Register to vote at the General Meeting
Record date to be entitled to attend, participate and vote at the General Friday, 7 August 2026
Meeting
Forms of proxy for the General Meeting by Shareholders recorded on the Friday, 14 August 2026
Register to be received by the South African Transfer Secretaries by
09:00 (South African time) and by the Namibian Transfer Secretaries by
09:00 (Namibian time) for administrative purposes
General Meeting to be held at 09:00 (Namibian time) on Tuesday, 18 August 2026
Results of General Meeting published on SENS on Tuesday 18 August 2026
Important Notes:
1. The above dates and times are subject to amendment. Any such amendment
will be published on SENS.
2. A completed form of proxy must be received by the Company's Secretary no
later than 48 hours before the General Meeting for administrative purposes.
3. 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.
4. 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.
5. Shareholders should note that, as transactions in Shares are settled through
the electronic settlement system operated by Strate, settlement of trades takes
place three Business Days after such trade on the South African Share
Register and five Business Days after such trade on the Namibian Share
Register. Accordingly, Shareholders who acquire Shares after the respective
Last Day to Trade will not be entitled to vote at the General Meeting.
6. All times referred to in this Notice are local times in Namibia or South Africa,
as applicable.
7. Shareholders who have not dematerialised their Shares will not be able to do
so during the period between 3 August 2026 and 7 August 2026, both dates
inclusive, for Shareholders registered on either the Namibian Share Register
or the South African Share Register. No transfers of shares between the
Namibian Share Register and the South African Share Register will be allowed
between Monday, 3 August 2026 and Friday, 7 August 2026.
8. Dematerialised Shareholders are required to notify their duly appointed CSDP
or Broker of their response to this Notice in the manner and within the time
stipulated in the agreement governing the relationship between the
Shareholder and such CSDP or Broker.
9. Shareholders are reminded that only those Shareholders recorded in the
Company's securities register on the applicable record date will be entitled to
attend, participate in and vote at the General Meeting.
4. Reservation of Rights
The Board records that the convening of the General Meeting and the publication of
this Notice constitute compliance with the Company's obligations under the Namibian
Companies Act, 2004 and the Company's Articles of Association.
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:
• an admission as to the validity or effectiveness of the requisition;
• an acceptance of the validity of any proposed resolution;
• an acceptance of the nomination, eligibility or appointment of any proposed
director;
• an acknowledgement of the entitlement of any person to exercise voting rights
in respect of any shares;
• an acceptance of the validity of any proxy or other instrument of representation;
• 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
Namibian Companies Act, 2004, the Company's Articles of Association or
applicable law.
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.
11. Conduct of the General Meeting
Shareholders are advised that all matters relating to the conduct of the General
Meeting shall be determined in accordance with the Namibian Companies Act, 2004,
the Company's Articles of Association, the JSE Listings Requirements and applicable
law.
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Nothing contained 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 Namibian Companies Act, 2004, the Company's Articles of
Association, the JSE Listings Requirements and applicable law.
By order of the Board
Windhoek, Namibia,
28 July 2026
________________________________________________________________________
Company Secretary and Investor Relations Services
Komada Holdings Proprietary Limited
JSE Sponsor
DEA-RU
NSX Sponsor
Simonis Storm Securities Proprietary Limited – Windhoek
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Date: 28-07-2026 04:30:00
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