directors of the Group actively controlling and participating on the boards of subsidiaries. Cash flow is always a major focus of the Group, even more so under the current economic conditions. The Board aims to add value by providing expertise and guidance to subsidiary management teams, where feasible, and by pooling best practices within the Group.

Share capital and share premium

The authorised share capital of the Company remained unchanged at 134 000 000 ordinary shares of 5 cents each.

During the year, the Company’s issued ordinary share capital and share premium remained unchanged (2009: unchanged).

Dematerialising of shares (STRATE)

Shareholders are again requested to note that, as a result of clearing and settlement of trades through the STRATE system, the Company’s share certificates are no longer good for delivery for trading. Dematerialisation of the Company’s share certificates is now a prerequisite when dealing in its shares.

Auditors

Deloitte & Touche continued in office as auditors of the Company and its subsidiaries for 2010.

At the annual general meeting, shareholders will be requested to reappoint Deloitte & Touche as auditors of Invicta Holdings Limited and to confirm that SBF Carter will be the designated auditor for the 2011
financial year.

Sponsor

Deloitte & Touche Sponsor Services (Pty) Limited acts as sponsor to the Company in terms of the requirements of the JSE Limited.

Transfer Secretaries

Computershare Investor Services (Pty) Limited serves as the registrar and transfer secretaries of the Company.

Invicta Holdings long-term bonus and share incentive scheme

In order to attract and retain key staff the Group has implemented a long-term bonus and share incentive scheme. The Remuneration Report contains details of the scheme.

Subsidiaries and associate

Details of the Company’s interests in its material subsidiaries and associate are set out in the attached annual financial statements in notes 15 and 16 on pages 62 and 63 of the 2010 Annual Report.

Dividends

Details of the ordinary dividends paid are reflected in note 23 on page 66 of the 2010 Annual Report.

The Company’s current dividend policy is to consider an interim dividend at a 3,5 times dividend cover ratio, with a final dividend being considered to bring the annual dividend cover ratio to no less than 3,0 times. Historically the dividend cover ratio has been 3,0 times at interim stage and 2,5 times annual dividend cover ratio at the final dividend stage, but this was changed last year in light of the world recession.

Events subsequent to year-end

The Group took advantage of weak market conditions and made a number of strategic acquisitions, one of the most significant of which was the acquisition of a 70% share of Wegezi Power Holdings (Pty) Limited effective 1 April 2010.

Directors

Details of the directors and company secretary during the year and at the date of this report are reflected on pages 4 and 5 and on the inside back cover of the 2010 Annual Report.

Directors’ contracts

No material contracts have been entered into between the Company and the Group and the directors during the year under review.

Directors’ fees

Directors’ payments for services as directors and other emoluments are set out in note 34 on pages 72 and 73 of the 2010 Annual Report. Members will be requested to consider an ordinary resolution approving these emoluments at the annual general meeting.

Directors‘ interest in shares in the Company

The total direct and indirect interest declared by the directors in the issued share capital of the Company at 31 March 2010 was 60% (2009: 62%).

The details of the directors’ shareholding are reflected in note 38 on page 78 of the 2010 Annual Report.