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 Produced by the JSE SENS Department. 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