INVICTA HOLDINGS LIMITED - Results of Annual General Meeting of Invicta Holdings Limited

Results of Annual General Meeting of Invicta Holdings Limited

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”)
The annual general meeting of Invicta shareholders was held on Friday 4 September 2015. All of the
ordinary and special resolutions as set out in the notice of annual general meeting to shareholders
dated 18 June 2015 were approved by the requisite majority of shareholders. 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 108 494 738.

Total number of shares voted in person or by proxy was 88 213 819, representing 81.30% of the total
issued share capital of the Company, excluding Ordinary Resolution 8.4 as detailed below.

Total number of shares voted in person or by proxy on Ordinary Resolution 8.4 was 87 168 427,
representing 80.34% of the total issued share capital of the Company.


                                                 For                     Against                  Abstained

Resolution Proposed                     Shares           % of     Shares        % of       Shares       % of total
                                                        shares                 shares                    issued
                                                        voted                  voted                     shares

Special resolution 1                  72 742 213       82.46%    15 471 606    17.54%      151 956       0.14%
General authority to repurchase
shares
Special resolution 2
Remuneration of non-executive             -               -          -               -        -               -
directors
Special resolution 2.1                88 213 819        100%         0              0%     151 956       0.14%
Chairman of the Invicta board
Special resolution 2.2                88 213 819        100%         0              0%     151 956       0.14%
Chairman of the Invicta Audit
Committee
Special resolution 2.3                87 755 249       99.48%     458 570          0.52%   151 956       0.14%
Members of Invicta board
Special resolution 2.4                88 213 819        100%         0              0%     151 956       0.14%
Members of Invicta Audit
Committee
Special resolution 2.5                88 213 819        100%         0              0%     151 956       0.14%
Members of the Invicta
Remuneration Committee
Special resolution 2.6                88 213 819        100%         0              0%     151 956       0.14%
Members of the Invicta SA board
Special resolution 3                  85 521 670       96.95%    2 692 149         3.05%   151 956       0.14%
Approval of financial 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                  73 708 820   83.56%    14 504 999   16.44%   151 956   0.14%
Approval of financial assistance to
any company which is related or
inter-related to the Company
Ordinary resolution 1                 88 213 819    100%         0         0%      151 956   0.14%
To receive and consider the
directors report, annual financial
statements of the Group as well
as the Audit Committee report for
the year ended 31 March 2015
Ordinary resolution 2.1               85 991 005   97.48%    2 222 814    2.52%    151 956   0.14%
To re-elect as director Dr Christo
Wiese
Ordinary resolution 2.2               88 182 007   99.96%     31 812      0.04%    151 956   0.14%
To re-elect as director David
Samuels
Ordinary resolution 2.3               85 841 880   97.31%    2 371 939    2.69%    151 956   0.14%
To re-elect as director Lance
Sherrell
Ordinary resolution 2.4               85 848 799   97.32%    2 365 020    2.68%    151 956   0.14%
To re-elect as director Adv. Jacob
Wiese
Ordinary resolution 3                 88 061 962   99.83%     151 857     0.17%    151 956   0.14%
To ratify the appointment as
executive director of Mr Byron
Nichles
Ordinary resolution 4                 72 573 320   82.27%    15 640 499   17.73%   151 956   0.14%
Approval of the remuneration
policy and its implementation
Ordinary resolution 5                 68 611 281   77.78%    19 602 538   22.22%   151 956   0.14%
To place the authorised but
unissued shares under the control
of the directors
Ordinary resolution 6                 68 931 378   78.14%    19 282 441   21.86%   151 956   0.14%
To authorise the directors to issue
shares for cash
Ordinary resolution 7                 88 213 819    100%         0         0%      151 956   0.14%
To confirm the re-appointment of
Deloitte & Touche as independent
auditors of the Company and the
Group and T Marriday as the
designated audit partner for the
2016 financial year
Ordinary resolution 8.1               88 202 638   99..99%    11 181      0.01%    151 956   0.14%
To re-elect as Audit Committee
member Mr David Samuels
(Chairman)
Ordinary resolution 8.2               85 407 635   96.82%    2 806 184    3.18%    151 956   0.14%
To re-elect as Audit Committee
member Mr Lance Sherrell
Ordinary resolution 8.3          88 213 819    100%        0         0%     151 956     0.14%
To re-elect as Audit Committee
member Mr Rashid Wally
Ordinary resolution 8.4          84 569 499    97.02%   2 598 928   2.98%   1 197 348   1.10%
To re-elect as alternate Audit
Committee member Adv. Jacob
Wiese


By order of the Board

GM Chemaly
Company Secretary
Cape Town
7 September 2015

Sponsor

Deloitte & Touche Sponsor Services (Pty) Ltd

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