Trustco Group Holdings’ incumbent board survived a shareholder challenge led by U.S.-based investor Sean Riskowitz, who sought to replace the directors as part of a broader push to address governance concerns at the Namibian investment company.

Seven resolutions seeking to remove the existing directors were defeated at a requisitioned general meeting in Windhoek on Tuesday. Shareholders also rejected resolutions to appoint five directors nominated by Riskowitz Capital Management.

Trustco Managing Director Quinton van Rooyen described the result as Riskowitz’s second defeat in six months.

“Twice in six months, Riskowitz has asked Trustco’s shareholders to hand over this company. Twice the shareholders have answered,” Van Rooyen said.

Riskowitz disputes that account of the earlier contest, saying the February meeting ended before the proposed resolutions were put to a vote.

Shareholder support was divided

About 35.4% of votes recorded at Tuesday’s meeting supported each of the five Riskowitz nominees, while 49.6% opposed them and 10.4% abstained.

The figures point to a more divided shareholder base than Trustco’s characterization of the result might suggest. Excluding abstentions, the Riskowitz nominees received about 42% of votes cast for or against their appointments.

The vote comes as Trustco faces a series of unresolved corporate and regulatory issues. Trading in its shares on the Johannesburg Stock Exchange was suspended in January 2025 after the company failed to publish its 2024 financial statements within the required period.

Trustco is a diversified investment group based in Windhoek, with interests in insurance, lending, education, real estate, mining and investment management. The Van Rooyen family owns a 63.94% majority stake and remains central to the company’s direction.

Riskowitz calls for a reset

Ahead of Tuesday’s meeting, Riskowitz issued an open letter calling for changes to the board. He said the campaign was not an attempt to take control of Trustco, but an effort to stabilize the company and restore investor confidence.

“The solution is not to destroy Trustco. The solution is to stabilize and rebuild it,” Riskowitz said.

He cited disputes with regulators, accounting restatements and censures, as well as concerns over governance and related-party transactions.

Riskowitz said Trustco still has valuable businesses, employees and assets worth protecting. He argued that the company needed a board capable of independently reviewing past decisions, working with regulators and protecting shareholder interests.

Riskowitz has invested in Trustco for more than a decade. His funds were once among the company’s largest shareholders and, as recently as 2024, Trustco described them as strategic investment partners that could provide as much as $100 million in capital.

The relationship has since deteriorated, turning a former ally of the Van Rooyen family into one of the board’s most vocal critics.

Dispute over 9% stake in Trustco

Questions also remain over shares held by Germinate (SL) Ltd., which Riskowitz says owns a 9% stake in Trustco. He alleged that the shares had not previously been voted according to their owner’s instructions and called for them to be properly recognized at Tuesday’s meeting.

Trustco’s announcement of the results did not explain whether, or how, Germinate’s votes were counted.

The dispute comes against the backdrop of a long-running accounting fight between Trustco and the JSE. In 2024, Trustco lost an appeal before South Africa’s Supreme Court of Appeal over three entries in its 2019 financial statements.

The JSE had ordered Trustco to correct the treatment of two loans from Van Rooyen worth N$546 million ($33.85 million) and N$1 billion ($62 million). The loans were later waived and recorded by Trustco as profits, triggering earn-out provisions that entitled Van Rooyen to additional shares.

A third disputed entry involved the reclassification of property from inventory to investment property, resulting in a N$693 million ($42.97 million) revaluation gain.

Trustco challenged the JSE’s decision before the Financial Services Tribunal, the High Court and ultimately the Supreme Court of Appeal, losing at each stage.

Tuesday’s vote leaves the existing board in place, but the scale of support for Riskowitz’s nominees suggests the dispute over Trustco’s governance is far from settled.