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Title: TRUSTCO GROUP ANNOUNCES NAD 4.4 BILLION (USD 235 MILLION) TRANSACTION WITH FOUNDING FAMILY

Windhoek, Khomas, Namibia, 11th Jun 2024 - Trustco Group Holdings Limited (TTO.SJ) today announced a landmark agreement to convert NAD 4.4 billion (USD 235 million) of debt into equity, paving the way for a planned USD 100 million capital raise in the US markets. The agreement is expected to increase Trustco's net asset value by approximately NAD 1.5 billion (USD 79 million)."This recapitalization is a crucial step towards achieving our growth ambitions as well as complementing our current round of fundraising in the US markets," said Quinton Z. van Rooyen, Deputy CEO of Trustco Group. "Trustco will be well-positioned to attract further strategic investors and create long-term value for our investors after freeing up its balance sheet.”Quinton Z. van Rooyen, Deputy CEO of Trustco GroupThe conversion is also a significant statement of support from the founding family, demonstrating confidence in Trustco's growth plans and strategy. In terms of the conversion agreement, the debt owed to Next Capital and Dr Quinton van Rooyen will be exchanged for new ordinary Trustco shares at a price of NAD 1.17 (USD 0.06) per share, a 350% premium over Trustco’s 90-Day Volume Weighted Average Price. This pricing aligns with the Company's audited net asset value per share as of August 31, 2023, and is contingent on obtaining shareholder and regulatory clearances which will include an independent fairness opinion to ensure the transaction's execution aligns with best governance practices.This transaction is the latest development in Trustco's ongoing efforts aimed at strengthening its overall market presence. The previously announced agreement with Riskowitz Value Fund, forming part of a planned USD 100 million capital raise in the US markets, reinforces Trustco's growth trajectory and in...

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