INVICTA HOLDINGS LIMITED - Results of general meeting

Results of general meeting

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”)

RESULTS OF GENERAL MEETING

Shareholders are referred to the circular issued by Invicta dated 29 October 2021 (“Circular”) relating to:

•     the specific repurchase by Invicta of 1 500 000 and 2 400 000 Invicta ordinary shares from Mr Lance R Sherrell and
      Mr David I Samuels respectively, for an aggregate cash consideration of R109.2 million (the “Share
      Repurchase(s)”); and
•     the repurchase by Invicta of 1 541 823 Invicta ordinary shares from Humulani Marketing Proprietary Limited, a
      wholly-owned subsidiary of Invicta South Africa Holdings Proprietary Limited, which in turn is a subsidiary of
      Invicta, for a cash consideration of R48.907 million (the “Treasury Share Repurchase”).

Shareholders are advised that at the general meeting of Invicta shareholders held virtually through electronic
communication on Monday, 29 November 2021 (in terms of the Circular and the accompanying notice of general
meeting) (“General Meeting”), the resolutions put to shareholders were passed by the requisite majority, and the
voting results were as follows:

    Resolution                                   Number of     Percentage of        For**     Against**       Abstained*
                                                  ordinary          ordinary          (%)           (%)              (%)
                                              shares voted         shares in
                                                                  issue* (%)
    Special Resolution Number 1:                77 916 842             69.88       100.00          0.00             0.08
    Share Repurchase from L Sherrell
    Special Resolution Number 2:                77 916 842             69.88       100.00          0.00             0.08
    Share Repurchase from D Samuels
    Special Resolution Number 3:                77 916 842             69.88       100.00          0.00             0.08
    Treasury Share Repurchase
    Ordinary Resolution Number 1:               77 916 986             69.88       100.00          0.00             0.08
    Signature of documents

*          Based on 111 494 738 shares in issue at the date of the General Meeting.
**         In relation to the total number of shares voted at the General Meeting.

29 November 2021

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

Date: 29-11-2021 11:26:00
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