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Results of Annual General Meeting

Published: 2023-09-13 14:30:21 ET
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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 ANNUAL GENERAL MEETING

Shareholders are advised that the voting results for the annual general meeting (“AGM”) of Invicta held entirely
through electronic communication on Wednesday, 13 September 2023 were as follows:

  Resolution                     Number of                 As a            For**      Against**     Abstained*
                                   ordinary       percentage of             (%)            (%)             (%)
                               shares voted            ordinary
                                                      shares in
                                                         issue*
                                                            (%)
  Ordinary Resolution 1:          81,292,286            81.42%           99.10%           0.90%          0.03%
  Re-election of Iaan Van
  Heerden as a director of
  the Company
  Ordinary Resolution 2:          81,292,286              81.42%           100%           0.00%          0.03%
  Re-election of Rashid
  Wally as a director of
  the Company
  Ordinary Resolution 3:          81,292,286              81.42%         98.79%           1.21%          0.03%
  Re-election of Lance
  Sherrell as a director of
  the Company
  Ordinary Resolution 4:          81,292,286              81.42%         99.06%           0.94%          0.03%
  Re-election of Mpho
  Makwana as a director
  of the Company

  Ordinary Resolution 5:          81,287,286              81.41%         99.88%           0.12%          0.03%
  Election of Rashid Wally
  as member of the Audit
  and Risk Committee

  Ordinary Resolution 6:          81,287,286              81.41%           100%           0.00%          0.03%
  Election of Frank
  Davidson as member of
  the Audit and Risk
  Committee
  Ordinary Resolution 7:          81,292,286              81.42%         99.56%           0.44%          0.03%
  Election of Mpho
  Makwana as member of
  the Audit and Risk
  Committee

  Ordinary Resolution 8:          81,287,286              81.41%         99.10%           0.90%          0.03%
  Election of Iaan van
  Heerden as member of
  the Audit and Risk
  Committee
Ordinary Resolution 9:
Re-appointment of Ernst
& Young Inc. as                81,287,286   81.41%   98.99%   1.01%   0.03%
independent auditors for
the 2024 financial year
Ordinary Resolution 10:
Placing the authorised but     81,288,786   81.42%   91.02%   8.98%   0.03%
unissued shares under
the control of the directors

Ordinary Resolution 11:
Authorising the directors      81,288,786   81.42%   91.26%   8.74%   0.03%
to issue shares for cash –
limited to 5%
Ordinary Resolution 12:
Non-binding advisory vote      81,273,342   81.40%   90.45%   9.55%   0.05%
on the Company’s
Remuneration Policy
Ordinary Resolution 13:
Non-binding advisory vote      81,273,786   81.40%   97.51%   2.49%   0.05%
on the Company’s
Remuneration
Implementation Report
Special Resolution 1.1:
Approval of annual             81,271,786   81.40%   99.69%   0.31%   0.05%
retainer fees for chairman
of Invicta Board
Special Resolution 1.2:
Approval of annual             81,271,786   81.40%   99.69%   0.31%   0.05%
retainer fees for chairman
of the Invicta Audit and
Risk Committee
Special Resolution 1.3:
Approval of annual             81,271,786   81.40%   99.69%   0.31%   0.05%
retainer fees for chairman
of Invicta Remuneration
Committee
Special Resolution 1.4:
Approval of annual             81,271,786   81.40%   99.69%   0.31%   0.05%
retainer fees for chairman
of Invicta Investment
Committee
Special Resolution 1.5:
Approval of annual             81,276,786   81.40%   99.68%   0.32%   0.04%
retainer fees for chairman
of Invicta Social and
Ethics Committee
Special Resolution 1.6:
Approval of per meeting        81,271,786   81.40%   99.69%   0.31%   0.05%
fee for chairman of Invicta
Nomination Committee
Special Resolution 1.7:
Approval of annual             81,271,786   81.40%   99.69%   0.31%   0.05%
retainer fees for Invicta
Board members
Special Resolution 1.8:
     Approval of annual           81,271,786         81.40%           99.69%            0.31%            0.05%
     retainer fees for Invicta
     Audit and Risk Committee
     members
     Special Resolution 1.9:
     Approval of annual           81,271,786         81.40%           99.69%            0.31%            0.05%
     retainer fees for Invicta
     Remuneration Committee
     members
     Special Resolution 1.10:
     Approval of annual           81,271,786         81.40%           99.69%            0.31%            0.05%
     retainer fees for Invicta
     Investment Committee
     members
     Special Resolution 1.11:
     Approval of annual           81,276,786         81.40%           99.68%            0.32%            0.04%
     retainer fees for member
     of Invicta Social and
     Ethics Committee
     Special Resolution 1.12:
     Approval of per meeting      81,271,786         81.40%           99.69%            0.31%            0.05%
     fee for Invicta Nomination
     Committee members

     Special Resolution 1.13:
     Approval of annual           81,271,786         81.40%           99.69%            0.31%            0.05%
     retainer fees for Invicta
     South Africa Holdings
     (Pty) Ltd Board members

     Special Resolution 2:
     General Authority to         81,287,286         81.41%           98.87%            1.13%            0.03%
     repurchase ordinary
     shares
     Special Resolution 3:
     General authority to         81,287,286         81.41%             100%            0.00%            0.03%
     repurchase preference
     shares
     Special Resolution 4:
     Approval for the provision   81,287,286         81.41%           98.81%            1.19%            0.03%
     of financial assistance in
     terms of section
     44(3)(a)(ii) of the
     Companies Act
     Special Resolution 5:
     Approval for the provision   81,287,286         81.41%           91.74%            8.26%            0.03%
     of financial assistance in
     terms of section
     45(3)(a)(ii) of the
     Companies Act
*         Based on 99 844 589 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.
13 September 2023
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited