Censure and penalty imposed by the JSE on Trustco Group Holdings Ltd

GEN – General – Trustco Group Holdings Limited
Censure imposed by the JSE on Trustco Group Holdings Limited ("Trustco" or "Company")


The JSE hereby informs stakeholders of the following findings in respect of Trustco:


BACKGROUND
1. Meya Mining is registered in the Republic of Mauritius and holds and operates a diamond mine within the
   eastern province of Sierra Leone. During 2021, the Company held 65% of the shareholding in Meya Mining
   through its wholly owned subsidiaries, Trustco Resources (registered in Mauritius) and Trustco Resources
   (Proprietary) Limited (registered in Namibia), while the balance of the 35% shareholding was held by Germinate
   (SL) Limited ("Germinate").


2. On 1 August 2022, Trustco's wholly owned subsidiaries, Meya Mining and Germinate entered into a term sheet
   with SJSL Investments Limited ("SJSL"), or its nominee, under which SJSL would have the option to subscribe
   for a sufficient number of shares in Meya Mining to potentially acquire up to 70% shareholding, for a maximum
   subscription amount of USD 50 million. Trustco's subsidiaries and Germinate were to dispose shareholding
   equivalent to USD 25 million each to SJSL ("Transaction"). For Trustco's portion, the value of the Transaction
   amounted to R460 500 000, representing 89% of Trustco's market capitalisation at the time. Trustco undertook
   to distribute a circular containing the full details of the Transaction, incorporating a notice convening the
   required general meeting of Trustco's shareholders, for purposes of the approval of the Transaction.


3. However, the JSE investigation uncovered that Trustco's subsidiaries had already started implementing the
   Transaction by disposing shareholding in Meya Mining before Trustco had distributed a circular to shareholders
   and obtained their approval, contrary to the undertaking that Trustco made in its SENS announcement of 4
   August 2022, and in contravention of the JSE Listings Requirements. According to Trustco's own disclosures in
   its Annual Financial Statements for the year ended 31 August 2022, Trustco's shareholding in Meya Mining
   through its subsidiaries reduced from 65% to 55.25%. As at Trustco's last published results for the year ended
   31 August 2023, Trustco confirmed that its shareholding in Meya Mining had in fact reduced further from
   55.25% to 19.5%.


4. The result of this was, in effect, that the Transaction whereby Trustco's shareholding in Meya Mining
   collectively reduced from 65% to 19.5% was implemented prior to shareholder approval being obtained,
   contrary to the provisions of paragraph 9.20(b) of the Listings Requirements. The JSE first became aware that
   Trustco had begun implementing the Transaction when Trustco submitted a ruling request to the JSE in March
   2023 and the JSE informed Trustco that shareholder approval should have been obtained in accordance with
   the Listings Requirements.


5. In terms of the provisions of paragraph 9.20(b) of the Listings Requirements, upon the terms of a Category 1
   transaction being agreed, an issuer must dispatch a circular to shareholders within 60 days containing a notice
   of general meeting to obtain their approval of the transaction and any agreement effecting the transaction
   must be conditional upon such approval being obtained. In the event that an issuer is unable to dispatch a
   circular to shareholders within the stipulated time frame, it has a responsibility to approach the JSE with a
   request to extend the time frame. To date, Trustco has not submitted the circular to the JSE for approval nor
   dispatched such circular to its shareholders for approval of the Transaction, as required.


6. The JSE found Trustco to be in breach of paragraph 9.20(b) for not complying with the requirements for a
   Category 1 transaction by failing to distribute a circular to shareholders containing a notice of a general meeting
   to obtain their approval of the Transaction, prior to implementation of the Transaction.


THE JSE'S DECISION TO CENSURE TRUSTCO
7. A Category 1 transaction is a major transaction that materially impacts shareholders' long-term interest in the
   Company and due to its far-reaching effects, should be referred to shareholders for approval prior to its
   implementation. Compliance with the Listings Requirements is aimed at investor protection and investor
   confidence and ensures that investors receive relevant and important information timeously to allow them to
   make informed decisions especially on matters which require investors to exercise important voting rights.


8. The JSE finds it unacceptable that Trustco knowingly proceeded with the implementation of a Category 1
   transaction without obtaining the requisite shareholder approval in terms of the Listings Requirements and
   that the Company deprived shareholders of the opportunity to exercise their rights.


9. With reference to the JSE's findings of breach, the JSE has decided to impose on Trustco a public censure and
   a fine of R5 000 000 (five million rands) in relation to the above-mentioned breach of the Listings Requirements.


2 October 2025




                                                                                                              Page 2 of 2

Date: 02-10-2025 08:36:00
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.