Staff Writer
Trustco Group Holdings Limited says no valid voting took place at its general meeting held in Windhoek on Monday, after the notice convening the meeting was found to be defective.
The meeting was convened at the request of Riskowitz Value Fund LP and took place at The Weinberg – Muscadel & Burgundy venue. It was called in terms of section 189(3) of the Companies Act No. 28 of 2004.
Trustco chairperson Advocate Raymond Heathcote SC ruled that the notice did not comply with section 1(8) of the Act, which sets out how and when notice must be given to shareholders. He said the meeting was not validly convened under the Act and no valid voting could take place on the proposed resolutions.
Shareholders were given an opportunity to condone the procedural irregularity through a condonation vote. The condonation vote failed, meaning shareholders did not waive the requirements set out in the Act.
The resolutions proposed by the requisitionist required a 50% plus one majority to pass. Due to the defective notice and the failure of the condonation vote, none of the resolutions were put to a vote and none were carried.
The board said that based on proxies received and shareholders present, the requisitionist did not have a majority of the exercisable votes. It said that even if condonation had been granted, the proposed resolutions would not have secured the required majority.
No resolutions were added, withdrawn or amended at the meeting. The composition of the Trustco board remains unchanged.
