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Results of annual general meeting
Invicta Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/002182/06)
JSE ordinary Share code: IVT ordinary Share ISIN ZAE000029773
A2X ordinary share code: IVTJ
("Invicta" or the "Company")
Results of Annual General Meeting
Shareholders of the Company are advised that at the Annual General Meeting ("AGM") of shareholders held
today, Thursday, 18 September 2025, all of the resolutions tabled were passed by the requisite majority of
votes cast by shareholders represented in person or by proxy, with the exception of special resolution number
5, which was withdrawn.
The voting results of the AGM are as follows:
Resolution Number of As a For** Against** Abstained
ordinary percentage of (%) (%) * (%)
shares ordinary shares
voted in issue*
(%)
Ordinary Resolution 1: 73 480 858 82.76 98.43 1.57 0.00
Re-election of Rashid
Wally as a director of the
Company
Ordinary Resolution 2: 73 480 858 82.76 100.00 0.00 0.00
Re-election of Mpho
Makwana as a director of
the Company
Ordinary Resolution 3: 73 480 858 82.76 95.93 4.07 0.00
Re-election of Iaan van
Heerden as a director of
the Company
Ordinary Resolution 4: 73 480 858 82.76 95.93 4.07 0.00
Re-election of Lance
Sherrel as a director of
the Company
Ordinary Resolution 5: 73 480 858 82.76 100.00 0.00 0.00
Election of Mpho
Makwana as member of
the Audit and Risk
Committee (subject to the
approval of ordinary
resolution number 2)
Ordinary Resolution 6: 73 480 858 82.76 96.99 3.01 0.00
Election of Rashid Wally
as member of the Audit
and Risk Committee
(subject to the approval of
ordinary resolution
number 1)
Ordinary Resolution 7: 73 480 858 82.76 100.00 0.00 0.00
Election of Frank
Davidson as member of
the Audit and Risk
Committee
Ordinary Resolution 8: 73 480 858 82.76 95.93 4.07 0.00
Election of Iaan van
Heerden as member of
the Audit and Risk
Committee (subject to the
approval of ordinary
resolution number 3)
Ordinary Resolution 9: 73 480 858 82.76 100.00 0.00 0.00
Election of Mpho
Makwana as member of
the Social and Ethics
Committee (subject to the
approval of ordinary
resolution number 2)
Ordinary Resolution 10: 73 480 858 82.76 98.43 1.57 0.00
Election of Rashid Wally
as member of the Social
and Ethics Committee
(subject to the approval of
ordinary resolution
number 1)
Ordinary Resolution 11: 73 480 858 82.76 98.68 1.32 0.00
Election of Lance Sherrell
as a member of the Social
and Ethics Committee
(subject to the approval of
ordinary resolution
number 4)
Ordinary Resolution 12: 73 480 858 82.76 99.74 0.26 0.00
Election of Steven Joffe
as a member of the Social
and Ethics Committee
Ordinary Resolution 13: 73 480 858 82.76 99.74 0.26 0.00
Re-appointment of Ernst
& Young Inc. as
independent auditors for
the 2026 financial year
Ordinary Resolution 14: 73 480 858 82.76 87.90 12.10 0.00
Placing the authorised but
unissued shares under
the control of the directors
Ordinary Resolution 15: 73 480 858 82.76 90.48 9.52 0.00
Authorising the directors
to issue shares for cash –
limited to 5%
Ordinary Resolution 16: 73 480 858 82.76 95.60 4.40 0.00
Non-binding advisory vote
on the Company's
Remuneration Policy
Ordinary Resolution 17: 73 480 858 82.76 96.89 3.11 0.00
Non-binding advisory vote
on the Company's
Remuneration
Implementation Report
Special Resolution 1.1: 73 480 858 82.76 100.00 0.00 0.00
Approval of annual
retainer fees for
Chairperson of Invicta
Board
Special Resolution 1.2: 73 480 858 82.76 100.00 0.00 0.00
Approval of annual
retainer fees for
Chairperson of the Invicta
Audit and Risk Committee
Special Resolution 1.3: 73 480 858 82.76 99.80 0.20 0.00
Approval of annual
retainer fees for
Chairperson of Invicta
Remuneration Committee
Special Resolution 1.4: 73 480 858 82.76 99.94 0.06 0.00
Approval of annual
retainer fees for
Chairperson of Invicta
Investment Committee
Special Resolution 1.5: 73 480 858 82.76 99.74 0.26 0.00
Approval of annual
retainer fees for
Chairperson of Invicta
Social and Ethics
Committee
Special Resolution 1.6: 73 480 858 82.76 100.00 0.00 0.00
Approval of per meeting
fee for Chairperson of
Invicta Nomination
Committee
Special Resolution 1.7: 73 480 858 82.76 100.00 0.00 0.00
Approval of annual
retainer fees for Invicta
Board members
Special Resolution 1.8: 73 480 858 82.76 100.00 0.00 0.00
Approval of annual
retainer fees for Invicta
Audit and Risk Committee
members
Special Resolution 1.9: 73 480 858 82.76 100.00 0.00 0.00
Approval of annual
retainer fees for Invicta
Remuneration Committee
members
Special Resolution 1.10: 73 480 858 82.76 99.74 0.26 0.00
Approval of annual
retainer fees for Invicta
Investment Committee
members
Special Resolution 1.11: 73 480 858 82.76 99.80 0.20 0.00
Approval of annual
retainer fees for member
of Invicta Social and
Ethics Committee
Special Resolution 1.12: 73 480 858 82.76 100.00 0.00 0.00
Approval of per meeting
fee for Invicta Nomination
Committee members
Special Resolution 1.13: 73 480 858 82.76 100.00 0.00 0.00
Approval of annual
retainer fees for Invicta
South Africa Holdings
(Pty) Ltd Board members
Special Resolution 2: 73 480 858 82.76 98.50 1.50 0.00
General Authority to
repurchase ordinary
shares
Special Resolution 3: 73 480 858 82.76 100.00 0.00 0.00
Approval for the provision
of financial assistance in
terms of section
44(3)(a)(ii) of the
Companies Act
Special Resolution 4: 73 480 858 82.76 98.70 1.30 0.00
Approval for the provision
of financial assistance in
terms of section
45(3)(a)(ii) of the
Companies Act
* Based on 88 790 154 shares in issue at the date of the AGM.
** In relation to the total number of shares voted at the AGM.
18 September 2025
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 18-09-2025 05:21:00
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