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INVICTA HOLDINGS LIMITED - Results Of Annual General Meeting

Release Date: 26/09/2019 14:30
Code(s): IVT IVTP     PDF:  
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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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