General SENS Submitter Company - GEN General Notice of General Meeting

GEN – General – Notice of General Meeting

GEN – General – Notice of General Meeting

Trustco Group Holdings Limited, incorporated in the Republic of Namibia (the "Issuer")
Registration number: 2003/058
Registered office: Trustco House, 2 Keller Street, Windhoek, Namibia
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



Notice of general meeting convened by requisitionists (section 189, Namibian Companies Act, 2004)



1.      Shareholders are advised that, following the board's decision not to convene a meeting pursuant to
        RVF's requisition dated 19 November 2025 (the board announced that, in its view, the requisition was
        invalid for the reasons set out in its prior SENS announcement), Riskowitz Value Fund LP ("RVF"), as
        requisitionists, is convening a general meeting of Trustco shareholders in accordance with section
        189(3)-(4) of the Namibian Companies Act, 2004. The Issuer has further indicated that, in its view, the
        28-day "special notice" requirement in section 194 read with section 1(8) has not been met; RVF
        disputes this and maintains that special notice given on 16 January 2026 satisfies the "not less than
        28 days" requirement on a clear-days basis.


2.      Date, time and venue


        2.1.    Monday, 16 February 2026 at 14:00 (Namibian time)


        2.2.    The Weinberg – Muscadel & Burgundy venue, 13 Jan Jonker Street, Windhoek


3.      Statutory basis and business


        3.1.    RVF disputes the Issuer's view referred to above and is convening the meeting within three
                months of the requisition date, on not less than 21 clear days' notice and in the same manner,
                as nearly as possible, as meetings convened by directors (section 189(3)-(4)).
     3.2.    Special notice of the intention to move separate ordinary resolutions to remove specified
             incumbent directors was served on 16 January 2026 (special notice requirement: not less than
             28 days).


     3.3.    The meeting will consider:


             3.3.1.      Ordinary resolutions to remove specified incumbent directors (each resolution to
                         be put and voted on separately; special notice having been given); and


             3.3.2.      Ordinary resolutions to elect directors nominated in accordance with Article 47 of
                         the Articles of Association (each resolution to be put and voted on separately).


4.   Article 47 nomination window (lodgement details)


     4.1.    Window: Sunday, 1 February 2026 to Sunday, 8 February 2026 (both dates inclusive).


     4.2.    Lodgement: Company Secretary, Trustco Group Holdings Limited, Trustco House, 2 Keller
             Street, Windhoek, Namibia, and by email to 'amanda@bruynsgroup.com'.


     4.3.    Only candidates validly nominated (with written consent) in this window may be put to the vote


5.   Record date and proxies (for shareholder planning)


     5.1.    Record date for attendance/voting: Friday, 13 February 2026 (close of business).


     5.2.    Proxy cut-off: statutory-14:00 on Saturday, 14 February 2026; administrative-12:00 on Friday,
             13 February 2026 (as will be set out in the Notice).


6.   Clear-days note


     Clear days: the day of service and the day of the meeting are excluded when computing notice periods.
     Where email service has been designated, notices are deemed received on the date of transmission


7.   Access to meeting documents


     The notice of meeting, form of proxy and explanatory notes are available at: www.protea.am


8.   Enquiries (requisitionists' contacts)


     8.1.    Riskowitz Value Fund LP: Mr Sean Riskowitz, sean@riskowitzcapital.com


     8.2.    ENS | Namibia: Mr Charles Visser (cvisser@ensafrica.com) acting under Power of Attorney
             dated 19 November 2025
9.    Classification and dissemination


      This announcement is released under the SENS general code and is not price sensitive.




DATE 23 January 2026

Date: 23-01-2026 05:20:00
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