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Results of annual general meeting
Invicta Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/002182/06)
Ordinary Share code: IVT Ordinary Share ISIN: ZAE000029773
Preference Share code: IVTP Preference Share ISIN: ZAE000173399
(“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 Tuesday, 13 September 2022 were as follows:
Resolution Number of As a For** Against** Abstained*
ordinary percentage of (%) (%) (%)
shares voted ordinary
shares in
issue*
(%)
Ordinary Resolution 1: 84 304 501 80.50 98.10 1.90 0.03
Re-election of Christo
Wiese as a director of the
Company
Ordinary Resolution 2: 84 304 501 80.50 99.99 0.01 0.03
Re-election of Frank
Davidson as a director of
the Company
Ordinary Resolution 3: 84 304 501 80.50 98.10 1.90 0.03
Re-election of Jacob Wiese
as a director of the
Company
Ordinary Resolution 4: 84 334 335 80.53 99.84 0.16 0.00
Election of Rashid Wally as
member of the Audit
Committee
Ordinary Resolution 5: 84 304 501 80.50 99.99 0.01 0.03
Election of Frank Davidson
as member of the Audit
Committee
Ordinary Resolution 6: 84 304 501 80.50 99.23 0.77 0.03
Election of Mpho
Makwana as member of
the Audit Committee
Ordinary Resolution 7: 84 304 501 80.50 99.51 0.49 0.03
Re-appointment of Ernst
& Young Inc. as
independent auditors for
the 2023 financial year
Ordinary Resolution 8: 84 304 501 80.50 73.44 26.56 0.03
Placing the authorised but
unissued shares under the
control of the directors
Ordinary Resolution 9:
Authorising the directors 84 304 001 80.50 74.67 25.33 0.03
to issue shares for cash –
limited to 5%
Ordinary Resolution 10: 84 291 001 80.49 88.96 11.04 0.04
Non-binding advisory vote
on the Company’s
Remuneration Policy
Ordinary Resolution 11: 84 291 001 80.49 90.15 9.85 0.04
Non-binding advisory vote
on the Company’s
Remuneration
Implementation Report
Special Resolution 1.1: 84 291 501 80.49 99.99 0.01 0.04
Approval of annual
retainer fees for chairman
of Invicta Board
Special Resolution 1.2: 84 291 001 80.49 99.99 0.01 0.04
Approval of annual
retainer fees for chairman
of Invicta Audit
Committee
Special Resolution 1.3: 84 291 001 80.49 99.99 0.01 0.04
Approval of annual
retainer fees for chairman
of Invicta Remuneration
Committee
Special Resolution 1.4: 84 291 001 80.49 99.99 0.01 0.04
Approval of annual
retainer fees for chairman
of Invicta Investment
Committee
Special Resolution 1.5: 84 291 001 80.49 99.99 0.01 0.04
Approval of annual
retainer fees for chairman
of Invicta Social and Ethics
Committee
Special Resolution 1.6: 84 289 501 80.48 99.99 0.01 0.04
Approval of per meeting
fee for chairman of Invicta
Nomination Committee
Special Resolution 1.7: 84 291 001 80.49 99.99 0.01 0.04
Approval of annual
retainer fees for Invicta
Board members
Special Resolution 1.8: 84 334 335 80.53 99.94 0.06 0.00
Approval of annual
retainer fees for Invicta
Audit Committee
members
Special Resolution 1.9: 84 291 001 80.49 99.99 0.01 0.04
Approval of annual
retainer fees for Invicta
Remuneration Committee
members
Special Resolution 1.10: 84 291 001 80.49 99.99 0.01 0.04
Approval of annual
retainer fees for Invicta
Investment Committee
members
Special Resolution 1.11: 84 291 001 80.49 99.99 0.01 0.04
Approval of annual
retainer fees for members
of Invicta Social and Ethics
Committee
Special Resolution 1.12: 84 289 501 80.48 99.99 0.01 0.04
Approval of per meeting
fee for Invicta Nomination
Committee members
Special Resolution 1.13: 84 334 335 80.53 99.94 0.06 0.00
Approval of annual
retainer fees for Invicta
South Africa Holdings (Pty)
Ltd Board members
Special Resolution 2: 84 334 335 80.53 98.53 1.47 0.00
General authority to
repurchase ordinary
shares
Special Resolution 3: 84 304 501 80.50 100.00 0.00 0.03
General authority to
repurchase preference
shares
Special Resolution 4: 84 303 001 80.50 99.40 0.60 0.03
Approval for the provision
of financial assistance in
terms of section
44(3)(a)(ii) of the
Companies Act
Special Resolution 5: 84 303 001 80.50 91.83 8.17 0.03
Approval for the provision
of financial assistance in
terms of section
45(3)(a)(ii) of the
Companies Act
* Based on 104 727 070 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, except for Ordinary Resolution 9 (authorising the directors to issue shares for cash – limited
to 5%) which did not obtain 75% approval as required in terms of JSE Listings Requirements.
13 September 2022
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 13-09-2022 05:00:00
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