Results of general meeting of preference shareholders of Invicta 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 GENERAL MEETING OF PREFERENCE SHAREHOLDERS OF INVICTA HOLDINGS LIMITED (“Invicta” or “the Company”) AND PASSING OF RESOLUTIONS We refer to the SENS announcements released on 10 November 2014, 28 November 2014 and 1 December 2014 (“Announcements”) and Invicta’s circular to shareholders dated 1 December 2014 (“Circular”), relating to the proposing of resolutions to preference shareholders (“Preference Shareholders”). The defined terms in the Announcements and the Circular shall bear the same meaning in this announcement. Preference Shareholders are advised that at the General Meeting of Preference Shareholders held today at 10:00 at the Company’s offices 3rd Floor, Pepkor House, 35 Stellenberg Road, Parow Industria, Cape Town, all of the resolutions as proposed in the Notice of General Meeting to Preference Shareholders were passed with the requisite majority. In this regard, the Company confirms the voting statistics from the General Meeting as follows: Number % Total number of Preference Shares that 7 500 000 100% could be voted at the General Meeting Total number of Preference Shares 3 981 264 53,08% present/represented including proxies at the General Meeting (“Voting Preference Shares”) Special Resolution Number 1: Authority to issue Preference Shares Number of Voting % of Voting Preference Shares Preference Shares Preference Shares 0 0% abstaining: Preference Shares 3 212 360 80.69% voted in favour: Preference Shares 768 904 19.31% voted against: Ordinary Resolution Number 1: Authority of directors Number of Voting % of Voting Preference Shares Preference Shares Preference Shares 0 0% abstaining: Preference Shares 3 212 360 80.69% voted in favour: Preference Shares 768 904 19.31% voted against: Ordinary Resolution Number 2: Waiver of pre-emptive rights in respect of issue of Preference Shares Number of Voting % of Voting Preference Shares Preference Shares Preference Shares 0 0% abstaining: Preference Shares 3 212 360 80.69% voted in favour: Preference Shares 768 904 19.31% voted against: Accordingly, Preference Shareholders are advised that the Special Resolution and the Ordinary Resolutions as detailed above have been duly passed by the requisite majorities of Preference Shareholders and have therefore been adopted by the Company. By order of the Board GM Chemaly Company Secretary Cape Town 13 January 2015 Corporate Advisor and Lead Transaction Sponsor: Bravura Capital (Proprietary) Limited Lead Independent Sponsor: Deloitte & Touche Sponsor Services (Proprietary) Limited Legal Advisors: Webber Wentzel Tax Advisors: Edward Nathan Sonnenbergs Inc. Date: 13/01/2015 03:48:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.