Invicta Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/002182/06)
JSE ordinary Share code: IVT ordinary Share ISIN ZAE000029773
JSE preference Share code: IVTP preference Share ISIN: ZAE000173399
A2X ordinary share code: IVTJ
A2X preference share code: IVTPJ
(“Invicta” or the “Company”)

RESULTS OF GENERAL MEETING - PROPOSED ODD-LOT OFFER AND AMENDMENTS TO THE
MEMORANDUM OF INCORPORATION

1. Results of General Meeting

   Unless otherwise defined, the definitions and interpretations contained in the circular issued by Invicta on
   Monday, 5 June 2023 (“Circular”) apply, mutatis mutandis, to terms used in this announcement.

   On Monday, 5 June 2023, Invicta distributed the Circular to Invicta Shareholders relating to the proposed Odd-
   lot Offer and amendments to the MOI, which will result in the repurchase by the Company of the Odd-lot
   Holdings from the Odd-lot Holders at the Odd-lot Offer Price, being a 5% premium to the 30-day volume
   weighted average price of an Invicta Share at the close of business on Monday, 24 July 2023.

   Odd-lot Holders can elect to retain their Odd-lot Holdings or sell their Odd-lot Holdings at the Offer
   Price. Those Odd-lot Holders who do not make an election by 12:00 on Friday, 4 August 2023 will
   automatically be regarded as having accepted the Odd-lot Offer and chosen to dispose of their Odd-
   lot Holdings to Invicta at the Odd-lot Offer Price and to receive the Odd-lot Consideration.

   At the General Meeting of Invicta Shareholders that was held today, Thursday, 6 July 2023, all resolutions
   were passed by the requisite majority of Invicta Shareholders and the voting results were as follows:


          Resolution               Number of Invicta   As a percentage    For2       Against2       Abstained1
                                     Shares voted         of Invicta
                                                       Shares in issue¹
     Special Resolution
     Number 1:
         Authority to effect the
         MOI Amendments                 81,041,018           81.14%        100%          0%              0.03%
     Special Resolution
     Number 2:
         Specific authority to
         repurchase shares
         from Odd-Lot Holders           81,041,018           81.14%        100%          0%              0.03%
     Ordinary Resolution
     Number 1:
         Authority to make
         and implement the
         Odd-lot Offer,
         specifically the
         repurchase of the
         Odd-lot Holdings
         from the Odd-lot
         Holders who do not
         make an election               81,041,018           81.14%        100%          0%              0.03%
     Ordinary Resolution
     Number 2:
         Authority of directors         81,041,018           81.14%        100%          0%              0.03%
   Notes:
   1. Based on 99,844,589 Invicta Shares in issue at the date of the General Meeting.
   2. In relation to the total number of Invicta Shares voted at the General Meeting.

2. Salient dates and times

    Invicta Shareholders are reminded of the following salient dates and times in relation to the Odd-lot Offer:

                                                                                                             2023

     Odd-lot Offer opens at 09:00                                                                Monday, 10 July

     Finalisation announcement (including the Odd-lot Offer Price) in respect                    Tuesday, 25 July
     of Odd-lot Offer by 11:00

     Last day to trade to participate in the Odd-lot Offer                                     Tuesday, 1 August

     Shares commence trading ex Odd-lot Offer                                               Wednesday, 2 August

     Forms of Election and Surrender (blue) to be received by the Transfer                       Friday, 4 August
     Secretaries by 12:00
     Odd-lot Offer closes at 12:00                                                               Friday, 4 August

     Record date for the Odd-lot Offer                                                           Friday, 4 August

     Payment of Odd-lot Consideration to Certificated Odd-lot Holders who                       Monday, 7 August
     have accepted the Odd-lot Offer or who have made no election

     Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer                         Monday, 7 August
     or who have made no election will have their accounts at their CSDP or
     broker credited with the Odd-lot Consideration
     Results of Odd-lot Offer released on SENS                                                  Monday, 7 August

     Cancellation and termination of Invicta Shares repurchased in terms of                    Tuesday, 8 August
     the Odd-lot Offer on


   Notes:
   1. All dates and times indicated above are South African Standard Time.
   2. The above dates and times are subject to amendment at the discretion of the Company. Any such
      amendment will be released on SENS.
   3. Shareholders are reminded that Invicta Shares can only be traded in dematerialised form.
   4. Odd-lot Offer:
      4.1 Dematerialised Odd-lot Holders are requested to notify their duly appointed CSDP or broker of their
           election by the cut off time stipulated by their CSDP or broker. This will be before the closing date of
           the Odd-lot Offer.
      4.2 In the case of Certificated Odd-lot Holders who decide to sell their Odd-lot Holdings for the Odd-lot
           Consideration, payment will be made on or about Monday, 7 August 2023 by electronic funds transfer
           into the bank accounts of the Odd-lot Holders, which are provided by the Odd-lot Holders on the Form
           of Election and Surrender (blue).
      4.3 Odd-lot Holders who are non-residents of the Common Monetary Area and who have never resided
           in the Common Monetary Area, whose registered address is outside the Common Monetary Area and
           whose Documents of Title have been restrictively endorsed under the Exchange Control Regulations,
           and who decide to sell their Odd-lot Holdings for the Odd-lot Consideration, are referred to paragraph
           2.10 of the Circular regarding processing and payment of the Odd-lot Consideration.
       4.4 Those Odd-lot Holders who do not make an election or do not return their Form of Election and
           Surrender (blue) timeously to the Transfer Secretaries will automatically be deemed to have
           accepted the Odd-lot Offer and shall be deemed to have agreed to dispose of their Odd-lot
           Holdings to Invicta at the Odd-lot Offer Price and to receive the Odd-lot Consideration.
       4.5 Shareholders may not dematerialise or rematerialise their Invicta Shares between the last day to trade
           to participate in the Odd-lot Offer and the record date for the Odd-lot Offer.

6 July 2023

Investment Bank, Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited