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 Tuesday, 13 September 2022 were as follows:

 Resolution                      Number of              As a           For**        Against**      Abstained*
                                   ordinary   percentage of              (%)              (%)             (%)
                               shares voted        ordinary
                                                  shares in
                                                     issue*
                                                         (%)
 Ordinary Resolution 1:         84 304 501           80.50             98.10             1.90             0.03
 Re-election of Christo
 Wiese as a director of the
 Company
 Ordinary Resolution 2:         84 304 501            80.50            99.99             0.01             0.03
 Re-election of Frank
 Davidson as a director of
 the Company
 Ordinary Resolution 3:         84 304 501            80.50            98.10             1.90             0.03
 Re-election of Jacob Wiese
 as a director of the
 Company
 Ordinary Resolution 4:         84 334 335            80.53            99.84             0.16             0.00
 Election of Rashid Wally as
 member of the Audit
 Committee
 Ordinary Resolution 5:         84 304 501            80.50            99.99             0.01             0.03
 Election of Frank Davidson
 as member of the Audit
 Committee
 Ordinary Resolution 6:         84 304 501            80.50            99.23             0.77             0.03
 Election of Mpho
 Makwana as member of
 the Audit Committee
 Ordinary Resolution 7:         84 304 501            80.50            99.51             0.49             0.03
 Re-appointment of Ernst
 & Young Inc. as
 independent auditors for
 the 2023 financial year

 Ordinary Resolution 8:         84 304 501            80.50            73.44            26.56             0.03
 Placing the authorised but
 unissued shares under the
 control of the directors
Ordinary Resolution 9:
Authorising the directors      84 304 001   80.50   74.67   25.33   0.03
to issue shares for cash –
limited to 5%
Ordinary Resolution 10:        84 291 001   80.49   88.96   11.04   0.04
Non-binding advisory vote
on the Company’s
Remuneration Policy
Ordinary Resolution 11:        84 291 001   80.49   90.15    9.85   0.04
Non-binding advisory vote
on the Company’s
Remuneration
Implementation Report
Special Resolution 1.1:        84 291 501   80.49   99.99    0.01   0.04
Approval of annual
retainer fees for chairman
of Invicta Board
Special Resolution 1.2:        84 291 001   80.49   99.99    0.01   0.04
Approval of annual
retainer fees for chairman
of Invicta Audit
Committee
Special Resolution 1.3:        84 291 001   80.49   99.99    0.01   0.04
Approval of annual
retainer fees for chairman
of Invicta Remuneration
Committee
Special Resolution 1.4:        84 291 001   80.49   99.99    0.01   0.04
Approval of annual
retainer fees for chairman
of Invicta Investment
Committee
Special Resolution 1.5:        84 291 001   80.49   99.99    0.01   0.04
Approval of annual
retainer fees for chairman
of Invicta Social and Ethics
Committee
Special Resolution 1.6:        84 289 501   80.48   99.99    0.01   0.04
Approval of per meeting
fee for chairman of Invicta
Nomination Committee
Special Resolution 1.7:        84 291 001   80.49   99.99    0.01   0.04
Approval of annual
retainer fees for Invicta
Board members
Special Resolution 1.8:        84 334 335   80.53   99.94    0.06   0.00
Approval of annual
retainer fees for Invicta
Audit Committee
members
Special Resolution 1.9:        84 291 001   80.49   99.99    0.01   0.04
 Approval of annual
 retainer fees for Invicta
 Remuneration Committee
 members
 Special Resolution 1.10:        84 291 001             80.49              99.99              0.01             0.04
 Approval of annual
 retainer fees for Invicta
 Investment Committee
 members
 Special Resolution 1.11:        84 291 001             80.49              99.99              0.01             0.04
 Approval of annual
 retainer fees for members
 of Invicta Social and Ethics
 Committee
 Special Resolution 1.12:        84 289 501             80.48              99.99              0.01             0.04
 Approval of per meeting
 fee for Invicta Nomination
 Committee members
 Special Resolution 1.13:        84 334 335             80.53               99.94             0.06             0.00
 Approval of annual
 retainer fees for Invicta
 South Africa Holdings (Pty)
 Ltd Board members

 Special Resolution 2:           84 334 335             80.53              98.53              1.47             0.00
 General authority to
 repurchase ordinary
 shares
 Special Resolution 3:           84 304 501             80.50             100.00              0.00             0.03
 General authority to
 repurchase preference
 shares
 Special Resolution 4:           84 303 001             80.50              99.40              0.60             0.03
 Approval for the provision
 of financial assistance in
 terms of section
 44(3)(a)(ii) of the
 Companies Act
 Special Resolution 5:            84 303 001             80.50              91.83             8.17              0.03
 Approval for the provision
 of financial assistance in
 terms of section
 45(3)(a)(ii) of the
 Companies Act


*       Based on 104 727 070 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, except for Ordinary Resolution 9 (authorising the directors to issue shares for cash – limited
to 5%) which did not obtain 75% approval as required in terms of JSE Listings Requirements.

13 September 2022

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