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Results of Annual General Meeting
Invicta Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/002182/06)
JSE ordinary Share code: IVT ordinary Share ISIN ZAE000029773
JSE preference Share code: IVTP preference Share ISIN: ZAE000173399
A2X ordinary share code: IVTJ
A2X preference share code: IVTPJ
(“Invicta” or the “Company”)
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that the voting results for the annual general meeting (“AGM”) of Invicta held entirely
through electronic communication on Wednesday, 13 September 2023 were as follows:
Resolution Number of As a For** Against** Abstained*
ordinary percentage of (%) (%) (%)
shares voted ordinary
shares in
issue*
(%)
Ordinary Resolution 1: 81,292,286 81.42% 99.10% 0.90% 0.03%
Re-election of Iaan Van
Heerden as a director of
the Company
Ordinary Resolution 2: 81,292,286 81.42% 100% 0.00% 0.03%
Re-election of Rashid
Wally as a director of
the Company
Ordinary Resolution 3: 81,292,286 81.42% 98.79% 1.21% 0.03%
Re-election of Lance
Sherrell as a director of
the Company
Ordinary Resolution 4: 81,292,286 81.42% 99.06% 0.94% 0.03%
Re-election of Mpho
Makwana as a director
of the Company
Ordinary Resolution 5: 81,287,286 81.41% 99.88% 0.12% 0.03%
Election of Rashid Wally
as member of the Audit
and Risk Committee
Ordinary Resolution 6: 81,287,286 81.41% 100% 0.00% 0.03%
Election of Frank
Davidson as member of
the Audit and Risk
Committee
Ordinary Resolution 7: 81,292,286 81.42% 99.56% 0.44% 0.03%
Election of Mpho
Makwana as member of
the Audit and Risk
Committee
Ordinary Resolution 8: 81,287,286 81.41% 99.10% 0.90% 0.03%
Election of Iaan van
Heerden as member of
the Audit and Risk
Committee
Ordinary Resolution 9: 81,287,286 81.41% 98.99% 1.01% 0.03%
Re-appointment of Ernst
& Young Inc. as
independent auditors for
the 2024 financial year
Ordinary Resolution 10: 81,288,786 81.42% 91.02% 8.98% 0.03%
Placing the authorised but
unissued shares under
the control of the directors
Ordinary Resolution 11:
Authorising the directors 81,288,786 81.42% 91.26% 8.74% 0.03%
to issue shares for cash –
limited to 5%
Ordinary Resolution 12:
Non-binding advisory vote 81,273,342 81.40% 90.45% 9.55% 0.05%
on the Company’s
Remuneration Policy
Ordinary Resolution 13:
Non-binding advisory vote 81,273,786 81.40% 97.51% 2.49% 0.05%
on the Company’s
Remuneration
Implementation Report
Special Resolution 1.1:
Approval of annual 81,271,786 81.40% 99.69% 0.31% 0.05%
retainer fees for chairman
of Invicta Board
Special Resolution 1.2:
Approval of annual 81,271,786 81.40% 99.69% 0.31% 0.05%
retainer fees for chairman
of the Invicta Audit and
Risk Committee
Special Resolution 1.3:
Approval of annual 81,271,786 81.40% 99.69% 0.31% 0.05%
retainer fees for chairman
of Invicta Remuneration
Committee
Special Resolution 1.4:
Approval of annual 81,271,786 81.40% 99.69% 0.31% 0.05%
retainer fees for chairman
of Invicta Investment
Committee
Special Resolution 1.5:
Approval of annual 81,276,786 81.40% 99.68% 0.32% 0.04%
retainer fees for chairman
of Invicta Social and
Ethics Committee
Special Resolution 1.6:
Approval of per meeting 81,271,786 81.40% 99.69% 0.31% 0.05%
fee for chairman of Invicta
Nomination Committee
Special Resolution 1.7:
Approval of annual 81,271,786 81.40% 99.69% 0.31% 0.05%
retainer fees for Invicta
Board members
Special Resolution 1.8:
Approval of annual 81,271,786 81.40% 99.69% 0.31% 0.05%
retainer fees for Invicta
Audit and Risk Committee
members
Special Resolution 1.9:
Approval of annual 81,271,786 81.40% 99.69% 0.31% 0.05%
retainer fees for Invicta
Remuneration Committee
members
Special Resolution 1.10:
Approval of annual 81,271,786 81.40% 99.69% 0.31% 0.05%
retainer fees for Invicta
Investment Committee
members
Special Resolution 1.11:
Approval of annual 81,276,786 81.40% 99.68% 0.32% 0.04%
retainer fees for member
of Invicta Social and
Ethics Committee
Special Resolution 1.12:
Approval of per meeting 81,271,786 81.40% 99.69% 0.31% 0.05%
fee for Invicta Nomination
Committee members
Special Resolution 1.13:
Approval of annual 81,271,786 81.40% 99.69% 0.31% 0.05%
retainer fees for Invicta
South Africa Holdings
(Pty) Ltd Board members
Special Resolution 2:
General Authority to 81,287,286 81.41% 98.87% 1.13% 0.03%
repurchase ordinary
shares
Special Resolution 3:
General authority to 81,287,286 81.41% 100% 0.00% 0.03%
repurchase preference
shares
Special Resolution 4:
Approval for the provision 81,287,286 81.41% 98.81% 1.19% 0.03%
of financial assistance in
terms of section
44(3)(a)(ii) of the
Companies Act
Special Resolution 5:
Approval for the provision 81,287,286 81.41% 91.74% 8.26% 0.03%
of financial assistance in
terms of section
45(3)(a)(ii) of the
Companies Act
* Based on 99 844 589 shares in issue at the date of the AGM.
** In relation to the total number of shares voted at the AGM.
Based on the above voting results, all resolutions were passed by the requisite majority of Invicta shareholders
represented at the AGM.
13 September 2023
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 13-09-2023 01:30:00
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