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. 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