INVICTA HOLDINGS LIMITED - Results of annual general meeting

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5, which was withdrawn.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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