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Results Of Annual General Meeting
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
The annual general meeting of Invicta shareholders was held on Thursday, 6 September 2018.
All of the ordinary and special resolutions as set out in the notice of annual general meeting to shareholders dated 29 June 2018 and as further
detailed below, were approved by the requisite majority of shareholders, with the exception of Ordinary Resolution 11: Authority of directors to issue
shares for cash.
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: 87 805 139, being 82% of total number of Invicta shares that
could have been voted at the annual general meeting.
Number of % of For Against Abstained, in relation to
shares voted total total shares in issue
Resolution proposed shares
voted
Shares % Shares % Shares %
Ordinary Resolution 1: Confirmation 87 738 467 82.03% 87 408 000 99.62% 330 467 0.38% 66 672 0.06%
of appointment of Mr Gavin Pelser
Ordinary Resolution 2: Confirmation 87 804 003 82.10% 87 473 536 99.62% 330 467 0.38% 1 136 0.00%
of appointment of Ms Nazlee
Rajmohamed
Ordinary Resolution 3: Re-election 87 804 003 82.10% 80 293 897 91.45% 7 510 106 8.55% 1 136 0.00%
of Mr Byron Nichles
Ordinary Resolution 4: Re-election 87 804 003 82.10% 87 804 003 100% 0 0.00% 1 136 0.00%
of Ms Ramani Naidoo
Ordinary Resolution 5: Re-election 87 804 003 82.10% 87 440 414 99.59% 363 589 0.41% 1 136 0.00%
of Mr Rashid Wally
Ordinary Resolution 6: Election of 87 557 294 81.87% 71 512 274 81.67% 16 045 020 18.33% 247 845 0.23%
Mr David Samuels to the Audit
Committee
Ordinary Resolution 7: Election of 87 804 003 82.10% 87 804 003 100% 0 0.00% 1 136 0.00%
Ms Ramani Naidoo to the Audit
Committee
Ordinary Resolution 8: Election of 87 804 003 82.10% 87 804 003 100% 0 0.00% 1 136 0.00%
Mr Rashid Wally to the Audit
Committee
Ordinary Resolution 9: Re- 87 804 003 82.10% 83 422 416 95.01% 4 381 587 4.99% 1 136 0.00%
appointment of Deloitte & Touche
as auditors
Ordinary Resolution 10: Placing 87 804 003 82.10% 64 705 701 73.69% 23 098 302 26.31% 1 136 0.00%
shares under the control of directors
Ordinary Resolution 11: Authority of 87 804 003 82.10% 64 301 404 73.23% 23 502 599 26.77% 1 136 0.00%
directors to issue shares for cash
Ordinary Resolution 12: 86 205 914 80.60% 65 749 602 76.27% 20 456 312 23.73% 1 599 225 1.47%
Endorsement of Remuneration
Policy
Ordinary Resolution 13: 87 557 294 81.87% 68 828 265 78.61% 18 729 029 21.39% 247 845 0.23%
Endorsement of Remuneration
Implementation Report
Special Resolution 1.1: Approval of 87 783 204 82.08% 87 528 341 99.71% 254 863 0.29% 21 935 0.02%
remuneration of Board Chairman –
R787 857 per annum
Special Resolution 1.2: Approval of 87 783 204 82.08% 87 783 204 100% 0 0.00% 21 935 0.02%
remuneration of Audit Committee
Chairman – R78 786 per annum
Special Resolution 1.3: Approval of 87 783 204 82.08% 87 783 204 100% 0 0.00% 21 935 0.02%
remuneration of board members –
R36 267 per annum
Special Resolution 1.4: Approval of 87 783 204 82.08% 87 783 204 100% 0 0.00% 21 935 0.02%
remuneration of Audit Committee
members – R32 514 per meeting
Special Resolution 1.5: Approval of 87 783 204 82.08% 87 783 204 100% 0 0.00% 21 935 0.02%
remuneration of Remuneration
Committee members – R30 014 per
annum
Special Resolution 1.6: Approval of 87 783 204 82.08% 87 783 204 100% 0 0.00% 21 935 0.02%
remuneration of Social & Ethics
Committee members – R30 014 per
annum
Special Resolution 1.7: Approval of 87 783 204 82.08% 87 783 204 100% 0 0.00% 21 935 0.02%
remuneration of the Invicta South
Africa Holdings (Pty) Ltd board
members – R17 508 per meeting
Special Resolution 2: General 87 804 003 82.10% 87 207 513 99.32% 596 490 0.68% 1 136 0.00%
authority to repurchase ordinary
shares
Special Resolution 3: General 87 804 003 82.10% 74 286 363 84.60% 13 517 640 15.40% 1 136 0.00%
authority to repurchase preference
shares
Special Resolution 4: Approval for 87 804 003 82.10% 87 674 543 99.85% 129 460 0.15% 1 136 0.00%
the provision of financial assistance
for the subscription of shares
Special Resolution 5: Approval for 87 804 003 82.10% 74 288 579 84.61% 13 515 424 15.39% 1 136 0.00%
the provision of financial assistance
to a related or inter-related
company
Lize Dubery
Company Secretary
Cape Town
6 September 2018
Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd
Date: 06/09/2018 03:04:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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