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Results of annual general meeting of Invicta Holdings Limited (“Invicta” Or “The Company”) and appointment of a dire
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
APPOINTMENT OF A DIRECTOR
Results of Annual General Meeting
The annual general meeting of Invicta shareholders was held on Thursday, 7 September 2017.
All of the ordinary and special resolutions as set out in the notice of annual general meeting to shareholders
dated 22 June 2017 and as further detailed below, were approved by the requisite majority of shareholders.
Ordinary resolution number 5 was withdrawn.
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).
Total number of shares that were present/represented at the annual general meeting: 92 477 190, being 86.47%
of total number of Invicta shares that could have been voted at the annual general meeting.
Shares
For Against Abstained^
voted*
% of
Resolution Proposed % of % of
total
Shares shares Shares shares Shares
votable
voted voted
shares
Special resolution 1.1
General authority to 91 881 054 87 811 384 95,57% 4 069 670 4,43% 596 136 0,64%
repurchase ordinary
shares
Special resolution 1.2
General authority to 91 881 054 88 008 105 95,78% 3 872 949 4,22% 596 136 0,64%
repurchase preference
shares
Special resolutions 2.1 to
2.7 - Remuneration of
non-executive directors
Special resolution 2.1
Chairman of the Invicta 91 734 312 90 523 196 98,68% 1 211 116 1,32% 742 878 0,80%
board
Special resolution 2.2
Chairman of the Invicta 92 314 661 91 729 344 99,37% 585 317 0,63% 162 529 0,18%
Audit committee
Special resolution 2.3
Members of Invicta board 92 314 661 92 309 693 99,99% 4 968 0,01% 162 529 0,18%
Special resolution 2.4
Members of Invicta Audit 92 314 661 92 309 693 99,99% 4 968 0,01% 162 529 0,18%
committee
Special resolution 2.5
Members of the Invicta 92 314 661 91 573 267 99,20% 741 394 0,80% 162 529 0,18%
Remuneration committee
Special resolution 2.6
Members of the Invicta 92 311 461 91 570 067 99,20% 741 394 0,80% 165 729 0,18%
Social and Ethics
committee
Special resolution 2.7
Members of the Invicta SA 92 314 661 92 309 693 99,99% 4 968 0,01% 162 529 0,18%
board
Special resolution 3
Section 44 financial 91 880 334 87 330 722 95,05% 4 549 612 4,95% 596 856 0,65%
assistance
Special resolution 4
Section 45 financial 91 880 334 76 321 814 83,07% 15 558 520 16,93% 596 856 0,65%
assistance
Ordinary resolution 1
To receive and consider
the directors report,
annual consolidated 91 881 054 91 881 054 100,00% - 0% 596 136 0,64%
financial statements of the
Group as well as the Audit
Committee report for the
year ended 31 March 2017
Ordinary resolution 2.1
To re-elect as director Dr 91 545 759 88 328 685 96,49% 3 217 074 3,51% 931 431 1,01%
Christo Wiese
Ordinary resolution 2.2
To re-elect as director 92 126 108 80 236 946 87,09% 11 889 162 12,91% 351 082 0,38%
David Samuels
Ordinary resolution 2.3
To re-elect as director 91 949 981 86 428 357 93,99% 5 521 624 6,01% 527 209 0,57%
Lance Sherrell
Ordinary resolution 2.4
To re-elect as director 91 545 759 88 327 971 96,49% 3 217 788 3,51% 931 431 1,01%
Adv. Jacob Wiese
Ordinary resolution 3
Approval of the 91 984 399 67 165 449 73,02% 24 818 950 26,98% 492 791 0,53%
remuneration policy and
its implementation
Ordinary resolution 4 92 461 151 65 870 053 71,24% 26 591 098 28,76% 16 039 0,02%
To place the authorised
but unissued shares under
the control of the
directors
Ordinary resolution 5
To authorise the directors
to issue shares for cash -
withdrawn
Ordinary resolution 6
To confirm the re-
appointment of Deloitte &
Touche as independent
auditors of the Company 91 884 254 88 232 428 96,03% 3 651 826 3,97% 592 936 0,64%
and the Group and T
Marriday as the
designated audit partner
for the 2018 financial year
Ordinary resolution 7.1
To re-elect as Audit 92 457 431 81 005 565 87,61% 11 451 866 12,39% 19 759 0,02%
Committee member David
Samuels
Ordinary resolution 7.2
To re-elect as Audit 92 457 431 92 456 431 100,00% 1 000 0,00% 19 759 0,02%
Committee member
Ramani Naidoo
Ordinary resolution 7.3
To re-elect as Audit 92 457 431 91 720 005 99,20% 737 426 0,80% 19 759 0,02%
Committee member
Rashid Wally
* shares excluding abstentions
^ in relation to total shares in issue
Appointment of director
In compliance with section 3.59 of the JSE Limited Listings Requirements, shareholders are further advised of
the appointment of Gavin Pelser (“Gavin”) as executive director to the board of Invicta and chief executive officer
(“CEO”) of Invicta’s Engineering Solutions Group (“ESG”) with immediate effect.
Gavin has over 30 years’ experience in the engineering sector and holds various diplomas including also a
technical NTC5 qualification. He has gained experience through various managerial roles as well as running his
own business Oscillating Systems Technology (“OST”) which was acquired by Invicta in 2005. Gavin was
appointed as a divisional director of Bearing Man Group (“BMG”) in 2008 and has since been part of BMG’s
merger and acquisitions team. He has also played a lead role in BMG’s Simplify for Success (“S4S”) strategy
implemented over the past two-year period. Gavin was appointed as the CEO of BMG in September 2016 which
position he has held to date.
The Invicta board welcomes Gavin to the board of directors.
By order of the board
GM Chemaly
Company Secretary
Cape Town
8 September 2017
Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
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