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INVICTA HOLDINGS LIMITED - Results of annual general meeting and change to the function of a director

Release Date: 30/08/2016 17:38
Code(s): IVT IVTP     PDF:  
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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     Ordinary resolution 7.2 was withdrawn following the resignation of Lance Sherrell as a member of the Audit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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