|
Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06 JSE share code: INL JSE Hybrid code: INPR JSE debt code: INLV NSX share code: IVD BSE share code: INVESTEC ISIN: ZAE000081949 LEI: 213800CU7SM6O4UWOZ70 |
Investec plc Incorporated in England and Wales Registration number 3633621 LSE share code: INVP JSE share code: INP ISIN: GB00B17BBQ50 LEI: 2138007Z3U5GWDN3MY22 |
(jointly "Investec")
As part of the dual listed company structure, Investec plc and Investec Limited notify both the London Stock Exchange and the JSE Limited of matters which are required to be disclosed under the Disclosure Guidance and Transparency Rules, and Listing Rules of the Financial Conduct Authority (the "FCA") and/or the JSE Listings Requirements.
Accordingly, we advise of the following:
Results of Annual General Meetings of Investec Limited and Investec plc
(the "AGMs")
The AGMs were held on 04 August 2022. As required by the dual listed company structure, all resolutions were treated as Joint Electorate Actions and were decided on a poll. All resolutions at both meetings were passed by the required majority. Resolutions 1 to 18, 20 to 27 and 33 to 39 were passed as ordinary resolutions. Resolutions 28 to 32 and resolutions 40 and 41 were passed as special resolutions.
The voting results of the Joint Electorate Actions are identical and are given below:
|
Resolution |
Votes For |
% of Votes Cast |
Votes Against |
% of Votes Cast |
Total Votes Cast |
Total Votes Cast as a % of the Ordinary Shares in Issue |
Votes Withheld |
Votes Withheld as a % of the Ordinary Shares in Issue |
|
|
Common Business: Investec plc and Investec Limited |
|||||||||
|
1 |
Re-election of Henrietta Baldock |
829,045,446 |
99.73% |
2,209,584 |
0.27% |
831,255,030 |
82.71% |
1,348,013 |
0.13% |
|
2 |
Re-election of Zarina Bassa |
743,516,999 |
89.47% |
87,545,783 |
10.53% |
831,062,782 |
82.69% |
1,540,261 |
0.15% |
|
3 |
Re-election of Philip Hourquebie |
815,683,492 |
98.13% |
15,571,538 |
1.87% |
831,255,030 |
82.71% |
1,348,013 |
0.13% |
|
4 |
Re-election of Stephen Koseff |
755,872,614 |
90.93% |
75,384,331 |
9.07% |
831,256,945 |
82.71% |
1,346,098 |
0.13% |
|
5 |
Re-election of Nicky Newton-King |
828,979,808 |
99.73% |
2,275,361 |
0.27% |
831,255,169 |
82.71% |
1,347,874 |
0.13% |
|
6 |
Re-election of Jasandra Nyker |
829,044,528 |
99.73% |
2,210,426 |
0.27% |
831,254,954 |
82.71% |
1,348,089 |
0.13% |
|
7 |
Re-election of Nishlan Samujh |
822,039,893 |
98.88% |
9,280,975 |
1.12% |
831,320,868 |
82.72% |
1,282,175 |
0.13% |
|
8 |
Re-election of Khumo Shuenyane |
751,600,921 |
90.42% |
79,654,033 |
9.58% |
831,254,954 |
82.71% |
1,348,089 |
0.13% |
|
9 |
Re-election of Philisiwe Sibiya |
826,137,266 |
99.38% |
5,119,510 |
0.62% |
831,256,776 |
82.71% |
1,346,267 |
0.13% |
|
10 |
Re-election of Brian Stevenson |
828,982,564 |
99.73% |
2,272,581 |
0.27% |
831,255,145 |
82.71% |
1,347,898 |
0.13% |
|
11 |
Re-election of Fani Titi |
824,797,440 |
99.22% |
6,457,514 |
0.78% |
831,254,954 |
82.71% |
1,348,089 |
0.13% |
|
12 |
Re-election of Richard Wainwright |
756,653,105 |
91.06% |
74,242,331 |
8.94% |
830,895,436 |
82.68% |
1,707,607 |
0.17% |
|
13 |
Re-election of Ciaran Whelan |
756,587,358 |
91.06% |
74,308,147 |
8.94% |
830,895,505 |
82.68% |
1,707,561 |
0.17% |
|
14 |
Election of Vanessa Olver |
830,916,539 |
99.96% |
337,542 |
0.04% |
831,254,081 |
82.71% |
1,348,962 |
0.13% |
|
15 |
Approval of the DLC directors' remuneration report for the year ended 31 March 2022 |
815,109,095 |
98.05% |
16,173,486 |
1.95% |
831,282,581 |
82.72% |
1,320,584 |
0.13% |
|
16 |
Approval of an amendment to the DLC directors' remuneration policy |
829,497,737 |
99.79% |
1,769,898 |
0.21% |
831,267,635 |
82.71% |
1,335,530 |
0.13% |
|
17 |
Approval of the DLC directors' remuneration policy |
748,162,235 |
90.00% |
83,105,034 |
10.00% |
831,267,269 |
82.71% |
1,335,896 |
0.13% |
|
18 |
Authority to take action in respect of the resolutions |
831,247,791 |
100.00% |
30,176 |
0.00% |
831,277,967 |
82.72% |
1,325,076 |
0.13% |
|
Ordinary business: Investec Limited |
|||||||||
|
19 |
Presentation of the audited financial statements for the year ended 31 March 2022 |
Non-voting |
|||||||
|
20 |
Sanction of the interim dividend paid on the ordinary shares |
831,312,803 |
100.00% |
10,366 |
0.00% |
831,323,169 |
82.72% |
1,279,746 |
0.13% |
|
21 |
Sanction of the interim dividend paid on the SA DAS share |
831,312,186 |
100.00% |
10,545 |
0.00% |
831,322,731 |
82.72% |
1,280,184 |
0.13% |
|
22 |
Approval of the final dividend on the ordinary shares and the SA DAS share |
824,476,767 |
99.18% |
6,846,145 |
0.82% |
831,322,912 |
82.72% |
1,280,003 |
0.13% |
|
23 |
Re-appointment of Ernst & Young Inc. as joint auditors |
802,682,841 |
96.56% |
28,638,612 |
3.44% |
831,321,453 |
82.72% |
1,281,340 |
0.13% |
|
24 |
Re-appointment of KPMG Inc. as joint auditors |
749,475,270 |
90.15% |
81,843,639 |
9.85% |
831,318,909 |
82.72% |
1,283,884 |
0.13% |
|
25 |
Appointment of PwC Inc. in a shadow capacity |
831,070,874 |
99.97% |
248,115 |
0.03% |
831,318,989 |
82.72% |
1,283,804 |
0.13% |
|
Special business: Investec Limited |
|||||||||
|
26 |
Authority to issue the unissued variable rate, redeemable, cumulative preference shares; the unissued non-redeemable, non-cumulative, non- participating preference shares (perpetual preference shares); the unissued non- redeemable, non-cumulative, non-participating preference shares (non-redeemable programme preference shares); and the redeemable, non-participating preference shares (redeemable programme preference shares) |
759,132,617 |
91.32% |
72,187,344 |
8.68% |
831,319,961 |
82.72% |
1,283,082 |
0.13% |
|
27 |
Authority to issue the unissued special convertible redeemable preference shares |
826,470,956 |
99.51% |
4,066,945 |
0.49% |
830,537,901 |
82.64% |
2,065,142 |
0.21% |
|
28 |
Authority to acquire ordinary shares |
814,657,864 |
98.25% |
14,518,368 |
1.75% |
829,176,232 |
82.51% |
3,426,811 |
0.34% |
|
29 |
Authority to acquire any redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares |
826,213,961 |
99.55% |
3,739,966 |
0.45% |
829,953,927 |
82.58% |
2,649,139 |
0.26% |
|
30 |
Financial assistance |
821,054,159 |
98.81% |
9,870,587 |
1.19% |
830,924,746 |
82.68% |
1,378,297 |
0.14% |
|
31 |
Approval of the non-executive directors' remuneration |
821,701,968 |
98.85% |
9,564,770 |
1.15% |
831,266,738 |
82.71% |
1,336,255 |
0.13% |
|
32 |
Amendment to the Investec Limited Memorandum of Incorporation |
831,167,401 |
99.98% |
150,106 |
0.02% |
831,317,507 |
82.72% |
1,285,536 |
0.13% |
|
Ordinary Business: Investec plc |
|||||||||
|
33 |
Receive the audited financial statements for the year ended 31 March 2022 |
823,810,334 |
99.65% |
2,873,934 |
0.35% |
826,684,268 |
82.26% |
5,918,897 |
0.59% |
|
34 |
Sanction of the interim dividend paid on the ordinary shares |
827,796,409 |
99.66% |
2,784,294 |
0.34% |
830,580,703 |
82.65% |
2,022,462 |
0.20% |
|
35 |
Approval of the final dividend on the ordinary shares |
830,404,637 |
99.98% |
175,944 |
0.02% |
830,580,581 |
82.65% |
2,022,462 |
0.20% |
|
36 |
Re-appointment of Ernst & Young LLP as auditors |
810,333,615 |
97.57% |
20,222,954 |
2.43% |
830,556,569 |
82.64% |
2,022,475 |
0.20% |
|
37 |
Authority for the Investec plc Audit Committee to set the remuneration of the company's auditors |
829,720,264 |
99.90% |
817,299 |
0.10% |
830,537,563 |
82.64% |
2,064,420 |
0.21% |
|
38 |
Political donations |
585,512,274 |
70.50% |
244,965,122 |
29.50% |
830,477,396 |
82.64% |
2,125,769 |
0.21% |
|
Special Business: Investec plc |
|||||||||
|
39 |
Authority to allot shares and other securities |
818,168,135 |
98.60% |
11,624,083 |
1.40% |
829,792,218 |
82.57% |
2,810,825 |
0.28% |
|
40 |
Authority to purchase ordinary shares |
828,318,137 |
99.99% |
114,321 |
0.01% |
828,432,458 |
82.43% |
4,170,585 |
0.41% |
|
41 |
Authority to purchase preference shares |
824,632,520 |
99.86% |
1,150,315 |
0.14% |
825,782,835 |
82.17% |
4,713,816 |
0.47% |
The Board notes that at today's AGMs the following resolution passed with a less than 80% majority: resolution 38 (political donations).
Commenting on the less than 80% vote received for authority to make political donations and to incur political expenditure
As set out in the notices to the AGMs, Investec plc does not give any money for political purposes in the UK nor does it make any donations to UK political organisations or incur UK political expenditure. However, the definitions of political donations and political expenditure used in the UK Companies Act 2006 are very wide. In line with UK market practice, the authority is therefore requested only as a precautionary measure to ensure that Investec plc and any company which is or becomes a subsidiary of Investec plc does not inadvertently breach the relevant provisions of the UK Companies Act.
Other information
As at the date of the AGMs, Investec plc's issued capital consists of 696,082,618 ordinary shares of GBP0.0002 each and Investec Limited's issued capital consists of 308,907,870 ordinary shares of ZAR0.0002 each. In accordance with the dual listed companies' structure, the aggregate number of voting rights which may be exercised at the AGMs was 1,004,990,488.
Votes withheld are not votes in law and have not been counted in the calculation of the proportion of votes 'for' or 'against' a resolution. Proxy appointments which gave discretion to the Chair have been included in the 'for' total.
Document regarding Resolutions passed at the Shareholder Meetings on 04 August 2022:
· Copies of all resolutions passed as special business at the Shareholder Meetings on 04 August 2022, pursuant to Listing Rule 9.6.2, will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
David Miller Niki van Wyk
Company Secretary Company Secretary
Investec plc Investec Limited
Johannesburg and London
Date: 04 August 2022
Sponsor: Investec Bank Limited
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
