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Results of annual general meeting and change to the function of a director
Invicta Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/002182/06)
Ordinary Share code: IVT ISIN code: ZAE000029773
Preference Share code: IVTP ISIN: ZAE000173399
RESULTS OF ANNUAL GENERAL MEETING OF INVICTA HOLDINGS LIMITED (“Invicta” or “the Company”) AND
CHANGE TO THE FUNCTION OF A DIRECTOR
The annual general meeting of Invicta shareholders was held on Tuesday, 30 August 2016.
All of the ordinary and special resolutions as set out in the notice of annual general meeting to shareholders
dated 13 June 2016, were approved by the requisite majority of shareholders.
Ordinary resolution 7.2 was withdrawn following the resignation of Lance Sherrell as a member of the Audit
Committee on 29 August 2016. Accordingly, Lance did not put himself forward for re-election as Audit
Committee member but will remain as a non-executive director of the Invicta board. The Company will make an
announcement regarding replacement on the Audit Committee in due course.
The voting results with respect to the proposed resolutions as required in terms of section 3.91 of the JSE Listings
Requirements, are as follows:
Total number of shares entitled to vote is 106 952 915 (issued share capital excluding treasury shares).
Resolution Proposed Number of For Against Abstained
shares and
% voted in Shares % of shares Shares % of shares Shares % of total
relation to voted voted votable
total shares
issued
share
capital
Special resolution 1 90 602 953 89 761 489 99.07% 841 464 0.93% 455 171 0.42%
General authority to (83.51%)
repurchase shares
Special resolution 2
Remuneration of non- - - - - - - -
executive directors
Special resolution 2.1 90 888 144 90 442 115 99.51% 446 029 0.49% 169 980 0.16%
Chairman of the Invicta (83.77%)
board
Special resolution 2.2 90 888 144 79 787 554 87.79% 11 100 590 12.21% 169 980 0.16%
Chairman of the Invicta (83.77%)
Audit Committee
Special resolution 2.3 90 888 144 90 442 115 99.51% 446 029 0.49% 169 980 0.16%
Members of Invicta (83.77%)
board
Special resolution 2.4 90 888 144 90 442 115 99.51% 446 029 0.49% 169 980 0.16%
Members of Invicta (83.77%)
Audit Committee
Special resolution 2.5 90 442 115 90 442 115 100% 0 0% 616 009 0.58%
Members of the Invicta (83.36%)
Remuneration
Committee
Special resolution 2.6 90 442 115 90 442 115 100% 0 0% 616 009 0.58%
Members of the Invicta (83.36%)
SA board
Special resolution 3 90 602 953 86 568 302 95.55% 4 034 651 4.45% 455 171 0.43%
Approval of financial (83.51%)
assistance to any person
for the purposes of, or in
connection with, the
subscription of any
option, or any securities,
issued or to be issued by
the Company or a
related or inter-related
company of the
Company
Special resolution 4 90 602 953 74 597 658 82.33% 16 005 295 17.67% 455 171 0.43%
Approval of financial (83.51%)
assistance to any
company which is
related or inter-related
to the Company
Ordinary resolution 1 90 602 953 90 602 953 100% 0 0% 455 171 0.43%
To receive and consider (83.51%)
the directors report,
annual financial
statements of the Group
as well as the Audit
Committee report for
the year ended 31 March
2016
Ordinary resolution 2.1 91 048 982 89 945 872 98.79% 1 103 110 1.21% 9 142 0.01%
To re-elect as director Dr (83.92%)
Christo Wiese
Ordinary resolution 2.2 91 048 982 85 642 021 94.06% 5 406 961 5.94% 9 142 0.01%
To re-elect as director (83.92%)
David Samuels
Ordinary resolution 2.3 91 048 982 89 158 690 97.92% 1 890 292 2.08% 9 142 0.01%
To re-elect as director (83.92%)
Lance Sherrell
Ordinary resolution 2.4 90 501 920 89 245 457 98.61% 1 256 463 1.39% 9 142 0.01%
To re-elect as director (83.42%)
Adv. Jacob Wiese
Ordinary resolution 3 90 881 144 68 858 030 75.76% 22 030 114 24.24% 169 980 0.16%
Approval of the (83.77%)
remuneration policy and
its implementation
Ordinary resolution 4 91 048 982 69 483 457 76.31% 21 565 525 23.69% 9 142 0.01%
To place the authorised (83.92%)
but unissued shares
under the control of the
directors
Ordinary resolution 5 91 048 982 70 664 909 77.61% 20 384 073 22.39% 9 142 0.01%
To authorise the (83.92%)
directors to issue shares
for cash
Ordinary resolution 6 90 839 288 89 489 073 98.51% 1 350 215 1.49% 218 836 0.20%
To confirm the re- (83.73%)
appointment of Deloitte
& Touche as
independent auditors of
the Company and the
Group and T Marriday as
the designated audit
partner for the 2017
financial year
Ordinary resolution 7.1 91 048 982 74 893 864 82.26% 16 155 118 17.74% 9 142 0.01%
To re-elect as Audit (83.92%)
Committee member Mr
David Samuels
(Chairman)
Ordinary resolution 7.2 N/A N/A N/A N/A N/A N/A N/A
To re-elect as Audit
Committee member Mr
Lance Sherrell
(Resolution withdrawn)
Ordinary resolution 7.3 91 048 982 90 931 152 99.87% 117 830 0.13% 9 142 0.01%
To re-elect as Audit (83.92%)
Committee member Mr
Rashid Wally
By order of the Board
GM Chemaly
Company Secretary
Cape Town
30 August 2016
Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
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