Trustco Group Holdings Limited has announced a proposal for ad hoc compensation in lieu of historical Independent Non-Executive Directors (INEDs) compensation during successive years.
The INEDs voluntarily implemented a 20% reduction in their compensation, effective 1 April 2020. The reduction was implemented alongside the Company’s proactive response to the unknown economic ramifications of the COVID-19 pandemic at the time and was part of a comprehensive strategy to bolster the Company’s reserves.
The reduced compensation structure remained in effect through 2022, at which point a further organizational restructuring resulted in additional reductions. This revised compensation framework has remained constant to date. In acknowledgment of their ongoing commitment and financial concessions, Trustco proposes a one-time issuance of equity instruments to the INEDs. The proposed share allocation is a total of 9,500,000 ordinary shares and will be issued as follows:
- Adv. Raymond Heathcote SC, Chairperson: 3,000,000 ordinary shares
- Mr. Winton Geyser, Chairperson of the Audit and Risk Committee: 2,000,000 ordinary shares
- Mr. Renier Taljaard, Independent Non-Executive Director: 1,500,000 ordinary shares
- Ms. Janene van den Heever, Independent Non-Executive Director: 1,500,000 ordinary shares
- Mr. Tom Newton, Independent Non-Executive Director: 500,000 ordinary shares
- Mr. Richard Chetwode, Independent Non-Executive Director: 500,000 ordinary shares
- Mr. Stanley Similo, Independent Non-Executive Director: 500,000 ordinary shares.
The issuance price of the equity instruments will be determined based on the 30-day volumeweighted average price (VWAP) and will be executed prior to any potential share consolidation events. The VWAP as of 6 August 2024 was N$0.3695, which is the issuance price of the equity instruments.
Dr Quinton van Rooyen, CEO of Trustco Group Holdings Limited, commented on the proposal: “Our Independent Non-Executive Directors have demonstrated unwavering commitment to Trustco through various market cycles, exemplifying their exceptional professional acumen and conviction in the Company’s long-term strategic objectives. Their proactive decision to reduce compensation during the height of the pandemic underscores their leadership qualities and dedication to stakeholder interests.”
The proposed specific issue of shares requires approval by ordinary resolution, necessitating at least a 75% majority of votes cast in favour at a general meeting. A comprehensive circular detailing the specific share issuance, along with a notice convening the general meeting, will be distributed to shareholders in due course.