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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
(“Invicta” or “the Company”)
RESULTS OF ANNUAL GENERAL MEETING
The annual general meeting of Invicta shareholders was held on Thursday, 26 September 2019. All of the
ordinary and special resolutions as set out in the amended notice of annual general meeting to
shareholders dated 19 July 2019 and as further detailed below, were approved by the requisite majority
of shareholders. The amended notice of annual general meeting was issued on Friday, 26 July 2019.
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 ordinary shares entitled to vote is 106 952 915 (issued share capital excluding treasury
shares).
Total number of ordinary shares that were present/represented at the annual general meeting: 92 601
977, being 86.58% of total number of Invicta ordinary shares that could have been voted at the annual
general meeting.
For Against Abstained, in Shares voted
relation to total
shares in issue
Ordinary Resolution 1
Re-election of Lance Sherrell
Number of shares 89 276 076 3 316 646 9 255 92 592 722
Percentage 96.42% 3.58% 0.01% 85.34%
Ordinary Resolution 2
Re-election of David Samuels
Number of shares 92 496 126 96 596 9 255 92 592 722
Percentage 99.90% 0.10% 0.01% 85.34%
Ordinary Resolution 3
Election of David Samuels to the Audit
Committee
Number of shares 91 256 201 1 336 523 9 255 92 592 724
Percentage 98.56% 1.44% 0.01% 85.34%
Ordinary Resolution 4
Election of Lance Sherrell to the Audit
Committee
Number of shares 90 014 185 2 578 537 9 255 92 592 722
Percentage 97.22% 2.78% 0.01% 85.34%
Ordinary Resolution 5
Election of Rashid Wally to the Audit
Committee
Number of shares 92 587 966 4 756 9 255 92 592 722
Percentage 99.99% 0.01% 0.01% 85.34%
Ordinary Resolution 6
Re-appointment of Ernst & Young Inc. as
auditors
Number of shares 92 162 026 430 696 9 255 92 592 722
Percentage 99.53% 0.47% 0.01% 85.34%
Ordinary Resolution 7
Placing shares under the control of
directors
Number of shares 68 192 519 24 385 087 24 371 92 577 606
Percentage 73.66% 26.34% 0.02% 85.33%
Ordinary Resolution 8
Authority of directors to issue ordinary
shares for cash – limited to 5%
Number of shares 73 932 058 18 660 664 9 255 92 592 722
Percentage 79.85% 20.15% 0.01% 85.34%
Ordinary Resolution 9
Endorsement of Remuneration Policy
Number of shares 72 418 870 20 158 736 24 371 92 577 606
Percentage 78.23% 21.77% 0.02% 85.33%
Ordinary Resolution 10
Endorsement of Remuneration
Implementation Report
Number of shares 72 433 986 20 158 736 9 255 92 592 722
Percentage 78.23% 21.77% 0.01% 85.34%
Special Resolution 1.1
Approval of remuneration of Board
Chairman (in addition to Board meeting
fees) – R900 000 annually
Number of shares 92 560 367 17 413 24 197 92 577 780
Percentage 99.98% 0.02% 0.02% 85.33%
Special Resolution 1.2
Chairman of the Invicta Audit Committee
(in addition to Audit Committee meeting
fees) – R300 000 annually
Number of shares 89 504 565 3 073 215 24 197 92 577 780
Percentage 96.68% 3.32% 0.02% 85.33%
Special Resolution 1.3
Members of the Invicta Board – routine
meetings – R38 030 per meeting
Number of shares 92 564 443 13 337 24 197 92 577 780
Percentage 99.99% 0.01% 0.02% 85.33%
Special Resolution 1.4
Members of the Invicta Board – ad hoc
meetings – R3 173 per hour
Number of shares 92 560 943 16 837 24 197 92 577 780
Percentage 99.98% 0.02% 0.02% 85.33%
Special Resolution 1.5
Members of the Invicta Audit Committee
– routine meetings – R34 140 per
meeting
Number of shares 92 560 943 16 837 24 197 92 577 780
Percentage 99.98% 0.02% 0.02% 85.33%
Special Resolution 1.6
Members of the Invicta Audit Committee
– ad hoc meetings – R2 846 per hour
Number of shares 92 561 943 15 837 24 197 92 577 780
Percentage 99.88% 0.02% 0.02% 85.33%
Special Resolution 1.7
Chairman of the Invicta Remuneration
Committee (in addition to Remuneration
Committee
Meeting Fees) – R100 000 annually
Number of shares 92 468 383 109 397 24 197 92 577 780
Percentage 99.88% 0.12% 0.02% 85.33%
Special Resolution 1.8
Members of the Invicta Remuneration
Committee – routine meetings – R25 000
per
meeting
Number of shares 92 560 943 16 837 24 197 92 577 780
Percentage 99.98% 0.02% 0.02% 85.33%
Special Resolution 1.9
Members of the Invicta Remuneration
Committee – ad hoc meetings – R2 083
per hour
Number of shares 92 560 943 16 837 24 197 92 577 780
Percentage 99.98% 0.02% 0.02% 85.33%
Special Resolution 1.10
Chairman of the Invicta Social and Ethics
Committee (in addition to Social and
Ethics Committee Meeting Fees) – R80
000 annually
Number of shares 92 467 383 110 397 24 197 92 577 780
Percentage 99.88% 0.12% 0.02% 85.33%
Special Resolution 1.11
Members of the Invicta Social and Ethics
Committee – routine meetings - R31 515
annually
Number of shares 92 560 943 16 837 24 197 92 577 780
Percentage 99.98% 0.02% 0.02% 85.33%
Special Resolution 1.12
Members of the Invicta Social and Ethics
Committee – ad hoc meetings – R2 626
per hour
Number of shares 92 560 943 16 837 24 197 92 577 780
Percentage 99.98% 0.02% 0.02% 85.33%
Special Resolution 1.13
Members of the Invicta South Africa
Holdings (Pty) Ltd board – routine
meetings – R18 383
per meeting
Number of shares 92 560 943 16 837 24 197 92 577 780
Percentage 99.98% 0.02% 0.02% 85.33%
Special Resolution 1.14
Members of the Invicta South Africa
Holdings (Pty) Ltd board – ad hoc
meetings – R1 532
per hour
Number of shares 92 560 943 16 837 24 197 92 577 780
Percentage 99.98% 0.02% 0.02% 85.33%
Special Resolution 2
General authority to repurchase ordinary
shares
Number of shares 92 496 333 97 889 7 755 92 594 222
Percentage 99.98% 0.11% 0.01% 85.34%
Special Resolution 3
General authority to repurchase
preference shares
Number of shares 80 508 207 12 086 015 7 755 92 594 222
Percentage 86.95% 13.05% 0.01% 85.34%
Special Resolution 4
Approval for the provision of financial
assistance for the subscription of shares
Number of shares 84 448 307 8 145 915 7 755 92 594 222
Percentage 91.20% 8.80% 0.01% 85.34%
Special Resolution 5
Approval for the provision of financial
assistance to a related or inter-related
company
Number of shares 80 492 240 12 101 982 7 755 92 594 222
Percentage 86.93% 13.07% 0.01% 85.34%
Cape Town
26 September 2019
Lize Dubery
Company Secretary
Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd
Date: 26/09/2019 02:30:00
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