Companies Tribunal – Failure by the Nova Board of Directors to Convene an Annual General Meeting
Updated: Aug 25
In terms of section 61(7)(b) of the Companies Act 71 of 2008 (“the Companies Act”), a public company is required to convene an annual general meeting (“AGM”) of its shareholders once in every calendar year, and not more than 15 months after the date of the previous AGM, unless an extension has been granted by the Companies Tribunal (“the Tribunal”) on good cause shown.
The last AGM convened by the Board of Directors of the Nova Group was held on 29 March 2025 for the approval of the Annual Financial Statements (“AFS”) for the year ended 29 February 2024. Accordingly, the latest permissible date for convening the AGM to approve the 2025 AFS was 29 June 2026.
At the eleventh hour, on 30 June 2026, the Board of Directors of the Nova Group submitted an application to the Tribunal seeking an extension. This information became public through an article published by Moneyweb on 6 July 2026. Based on the documentation referenced in that article, I identified several shortcomings in the application submitted to the Tribunal by the CEO of the Nova Group, Ms Dominique Haese.
In light of these shortcomings, I prepared a detailed Memorandum and submitted it to the Tribunal for their attention.
Below is a copy of the Memorandum submitted to the Tribunal on 8 July 2026. Any feedback received from the Tribunal will be published to ensure full transparency.
Kind regards
JP Tromp
In my capacity as Trustee of the Debenture Trust
Update – 25 August 2026
Following the initial rejection of Nova’s application for an extension to convene its AGM beyond the legislated 15‑month period, it appears that Nova subsequently lodged an appeal.
The Companies Tribunal (“Tribunal”), on the strength of additional information submitted, including an Affidavit deposed to by the CEO of the Nova Group, Ms Dominique Haese, granted an extension until 27 September 2026. The Tribunal’s notification is available here: CT02855ADJ2026 | Companies Tribunal.
In the aforementioned Affidavit, Nova expressly stated that the audited AFS for the 2025 financial year is anticipated to be finalised by 7 August 2026. As the audited AFS remains outstanding to date, I considered it necessary to bring this matter to the urgent attention of the Tribunal.
Below is the correspondence and supporting information submitted to the Tribunal on 24 August 2026.
Feedback received from the Tribunal will be published on my website as soon as it becomes available.
Kind regards
JP Tromp
In my capacity as Trustee of the Debenture Trust
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