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TRUSTCO GROUP HOLDINGS LIMITED - Results of General Meeting

Release Date: 16/02/2026 17:40
Code(s): TTO     PDF:  
Wrap Text
Results 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
OTCQX share code: TSCHY
ISIN Number: NA000A0RF067
("Trustco" or "Company")



RESULTS OF GENERAL MEETING




1.    INTRODUCTION

1.1   Shareholders are advised that the General Meeting of the Company, convened at
      the request of Riskowitz Value Fund LP ("RVF" or the "requisitionist"), was held at
      The Weinberg – Muscadel & Burgundy venue, 13 Jan Jonker Street, Windhoek,
      Namibia on Monday, 16 February 2026 at 14:00 (Namibian time) ("the Meeting").

1.2   The Meeting was purportedly convened by the requisitionist in terms of section 189
      (3) of the Companies Act No. 28 of 2004 (Namibia) ("the Act").

2.    DEFECTIVE NOTICE
2.1   The Chairman, Adv Raymond Heathcote SC, ruled that the notice convening the
      Meeting did not comply with the requirements of section 1(8) of the Act, which
      prescribes the manner and time in which notices must be given to shareholders.
2.2   As a consequence of the defective notice, the Meeting was not validly convened in
      accordance with the Act and no valid voting could take place on the resolutions set
      out in the notice of Meeting.





3.      CONDONATION
3.1     Notwithstanding the ruling on the defective notice, the Chairman afforded
        shareholders the opportunity to condone the procedural irregularity by putting a
        condonation vote to the Meeting.
3.2     The condonation vote failed. Shareholders accordingly did not condone the defective
        notice and the procedural requirements of the Act were not waived.

4.      RESOLUTIONS PROPOSED
4.1     The resolutions proposed by the requisitionist require a 50% plus 1 vote.
4.2     As a result of the defective notice and the failure of the condonation vote, none of the
        above resolutions were put to a vote and none were carried.

5.      VOTING RESULTS
5.1     In light of the ruling set out in paragraph 2 above and the outcome of the condonation
        vote set out in paragraph 3 above, no valid voting took place at the Meeting in respect
        of the resolutions proposed by the requisitionist.
5.2     The Board notes that, based on the proxies received and shareholders present at the
        Meeting, the requisitionist did not in any event command a majority of the votes
        exercisable at the Meeting. Accordingly, even if the condonation had been granted,
        the requisitionist would not have been able to secure the requisite majority for any of
        the proposed resolutions.

6.      RESOLUTIONS ADDED, WITHDRAWN OR AMENDED
6.1     No resolutions were added to, withdrawn from or amended at the Meeting.

7.      CONSEQUENCES
7.1     The composition of the Board remains unchanged.


     By order of the board
     16 February 2026


     JSE Sponsor
     DEA-RU		
    
     NSX Sponsor
     Simonis Storm Securities Proprietary Limited – Windhoek


    OTCQX Sponsor
    J.P. Galda & Co – New York






Date: 16-02-2026 05:40:00
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