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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 Ordinary Share ISIN: ZAE000029773
Preference Share code: IVTP Preference Share ISIN: ZAE000173399
(“Invicta” or “the Company”)
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that the voting results for the annual general meeting (“AGM”) of Invicta held entirely
through electronic communication on Thursday, 16 September 2021 were as follows:
Resolution Number of Percentage of For** Against** Abstained*
ordinary ordinary (%) (%) (%)
shares voted shares in
issue* (%)
Ordinary Resolution 1: 93 669 665 84.01 93.62 6.38 0.00
Re-election of Lance Sherrell as a
director of the Company
Ordinary Resolution 2: 93 669 665 84.01 97.55 2.45 0.00
Re-election of Iaan Van Heerden as a
director of the Company
Ordinary Resolution 3: 93 669 665 84.01 100.00 0.00 0.00
Re-election of Mpho Makwana as a
director of the Company
Ordinary Resolution 4: 93 669 665 84.01 99.90 0.10 0.00
Election of Rashid Wally as member of
the Audit Committee
Ordinary Resolution 5: 93 669 665 84.01 100.00 0.00 0.00
Election of Frank Davidson as member
of the Audit Committee
Ordinary Resolution 6: 93 669 665 84.01 99.90 0.10 0.00
Election of Mpho Makwana as
member of the Audit Committee
Ordinary Resolution 7: 93 669 665 84.01 99.51 0.49 0.00
Re-appointment of Ernst & Young Inc.
as independent auditors for the 2022
financial year
Ordinary Resolution 8: 93 669 665 84.01 74.31 25.69 0.00
Placing the authorised but unissued
shares under the control of the
directors
Ordinary Resolution 9: 93 669 665 84.01 76.43 23.57 0.00
Authorising the directors to issue
shares for cash – limited to 5%
Ordinary Resolution 10: 93 669 665 84.01 86.22 13.78 0.00
Non-binding advisory vote on the
Company’s Remuneration Policy
Ordinary Resolution 11: 93 669 665 84.01 86.26 13.74 0.00
Non-binding advisory vote on the
Company’s Remuneration
Implementation Report
Special Resolution 1.1: 93 669 665 84.01 99.81 0.19 0.00
Approval of annual retainer fees for
chair of Invicta Board
Special Resolution 1.2: 93 669 665 84.01 100.00 0.00 0.00
Approval of annual retainer fees for
chair of the Audit Committee
Special Resolution 1.3: 93 669 665 84.01 97.66 2.34 0.00
Approval of annual retainer fees for
chair of Remuneration committee
Special Resolution 1.4: 93 669 665 84.01 100.00 0.00 0.00
Approval of annual retainer fees for
chair of Investment Committee
Special Resolution 1.5: 93 669 665 84.01 100.00 0.00 0.00
Approval of annual retainer fees for
chair of Social and Ethics Committee
Special Resolution 1.6: 93 669 665 84.01 100.00 0.00 0.00
Approval of fee per routine meeting
for Invicta Board members
Special Resolution 1.7: 93 669 665 84.01 100.00 0.00 0.00
Approval of fee per routine meeting
for Audit Committee members
Special Resolution 1.8: 93 669 665 84.01 100.00 0.00 0.00
Approval of fee per routine meeting
for Remuneration Committee
members
Special Resolution 1.9: 93 669 665 84.01 100.00 0.00 0.00
Approval of fee per routine meeting
for Investment Committee members
Special Resolution 1.10: 93 669 665 84.01 100.00 0.00 0.00
Approval of annual retainer fees for
Member of Social and Ethics
Committee
Special Resolution 1.11: 93 669 665 84.01 100.00 0.00 0.00
Approval of fee per routine meeting
for Invicta South Africa Holdings (Pty)
Ltd Board members
Special Resolution 2: 93 669 665 84.01 98.37 1.63 0.00
General Authority to repurchase
ordinary shares
Special Resolution 3: 93 669 665 84.01 100.00 0.00 0.00
General authority to repurchase
preference shares
Special Resolution 4: 93 669 665 84.01 99.91 0.09 0.00
Approval for the provision of financial
assistance in terms of section
44(3)(a)(ii) of the Companies Act, 2008
Special Resolution 5: 93 669 665 84.01 90.19 9.81 0.00
Approval for the provision of financial
assistance in terms of section
45(3)(a)(ii) of the Companies Act
Special Resolution 6: 93 669 665 84.01 99.90 0.10 0.00
Amendment of the Company’s
Memorandum of Incorporation
* Based on 111 494 738 shares in issue at the date of the AGM.
** In relation to the total number of shares voted at the AGM.
Based on the above voting results, all resolutions were passed by the requisite majority of Invicta shareholders
represented at the AGM.
16 September 2021
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 16-09-2021 04:30:00
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