Result of AGM

Source: RNS
RNS Number : 0631Y
Ninety One PLC
26 July 2024
 

Ninety One plc
Incorporated in England and Wales

Registration number: 12245293

Date of registration: 4 October 2019
LSE share code: N91

JSE share code: N91

ISIN: GB00BJHPLV88

 

Ninety One Limited
Incorporated in the Republic of South Africa

Registration number: 2019/526481/06

Date of registration: 18 October 2019
JSE share code: NY1

ISIN: ZAE000282356

 

 

 

As part of the dual-listed companies' structure, Ninety One plc and Ninety One Limited notify both the LSE and the JSE of matters which are required to be disclosed under the Disclosure Guidance and Transparency Rules and Listing Rules of the FCA and/or the Listings Requirements of the JSE.

 

Results of Annual General Meetings of Ninety One plc and Ninety One Limited

(the "Annual General Meetings" or "AGMs")

 

The AGMs were held on 25 July 2024 physically and electronically by audiocast. As required by the companies' dual-listed 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.

 

The voting results of the Joint Electorate Actions are identical and are given below:

 

Resolution

Votes For

%

Votes Against

%

Votes Withheld

%

Total Votes Cast

Total Votes Cast as a % of the Ordinary Shares in Issue

 

Common business: Ninety One plc and Ninety One Limited

1

To re-elect Hendrik du Toit as a director.

        732,626,045

99.93

                   483,033

0.07

             726,336

0

               733,109,078

80.79

 

2

To re-elect Kim McFarland as a director.

        732,600,120

99.93

                   509,014

0.07

             726,336

0

               733,109,134

80.79

 

3

To re-elect Gareth Penny as a director.

        724,266,882

98.79

                8,842,253

1.21

             726,335

0

               733,109,135

80.79

 

4

To re-elect Idoya Basterrechea Aranda as a director.

        727,881,658

99.29

                5,227,420

0.71

             726,336

0

               733,109,078

80.79

 

5

To re-elect Colin Keogh as a director.

        726,861,090

99.15

                6,248,107

0.85

             726,273

0

               733,109,197

80.79

 

6

To re-elect Busisiwe Mabuza as a director.

        727,395,685

99.22

                5,713,299

0.78

             726,486

0

               733,108,984

80.79

 

7

To re-elect Victoria Cochrane as a director.

        732,986,337

99.98

                   122,648

0.02

             726,485

0

               733,108,985

80.79

 

8

To re-elect Khumo Shuenyane as a director.

        700,355,073

99.89

                   745,181

0.11

        32,735,216

4

               701,100,254

77.27

 

9

To approve the directors' remuneration report, for the year ended 31 March 2024.

        713,574,339

97.33

              19,542,664

2.67

             718,373

0

               733,117,003

80.79

 

10

To approve the directors' remuneration policy.

        696,715,844

95.03

              36,401,102

4.97

             718,524

0

               733,116,946

80.79

 

11

To approve Ninety One's climate strategy.

        604,161,269

97.84

              13,342,825

2.16

      116,331,377

16

               617,504,094

68.05

 

Ordinary business: Ninety One plc

12

To receive and adopt the audited annual financial statements of Ninety One plc for the year ended 31 March 2024, together with the reports of the directors and of the auditor of Ninety One plc.

        731,610,593

100.00

                       1,441

0.00

          2,223,437

0

               731,612,034

80.63

 

13

Subject to the passing of resolution no. 20, to declare a final dividend on the ordinary shares for the year ended 31 March 2024.

        733,127,884

100.00

                          409

0.00

             707,178

0

               733,128,293

80.80

 

14

To re-appoint PricewaterhouseCoopers LLP of 7 More London Riverside, London, SE1 2RT, as auditor of Ninety One plc to hold office until the conclusion of the Annual General Meeting of Ninety One plc to be held in 2025, with the designated audit partner being Allan McGrath.

        733,070,391

99.99

                     57,902

0.01

             707,178

0

               733,128,293

80.80

 

15

To authorise the Audit and Risk Committee to set the remuneration of Ninety One plc's auditors.

        732,902,001

99.97

                   222,041

0.03

             711,429

0

               733,124,042

80.80

 

Special business: Ninety One plc

16

Ordinary resolution: Directors' authority to allot shares and other securities.

        675,306,853

92.11

              57,815,260

7.89

             713,358

0

               733,122,113

80.80

 

17

Special resolution: Authority to purchase own ordinary shares.

        726,791,045

99.17

                6,063,170

0.83

             981,256

0

               732,854,215

80.77

 

18

Special resolution: Consent to short notice.

        709,179,475

97.36

              19,234,849

2.64

          5,421,147

1

               728,414,324

80.28

 

Ordinary business: Ninety One Limited

19

To present the audited financial statements of Ninety One Limited for the year ended 31 March 2024, together with the reports of the directors, the auditor, the chair of the Audit and Risk Committee and the chair of the Sustainability, Social and Ethics Committee to the shareholders.

Non-voting resolution

20

Subject to the passing of resolution no. 13, to declare a final dividend on the ordinary shares for the year ended 31 March 2024.

        733,127,236

100.00

                       1,044

0.00

             707,191

0

               733,128,280

80.80

 

21

To re-appoint PricewaterhouseCoopers Inc. of 5 Silo Square, V&A Waterfront, Cape Town, 8002, South Africa, upon the recommendation of the current Audit and Risk Committee, as auditor of Ninety One Limited, to hold office until the conclusion of the Annual General Meeting of Ninety One Limited to be held in 2025, with the designated audit partner being Chantel van den Heever.

        732,988,905

99.98

                   136,190

0.02

             710,376

0

               733,125,095

80.80

 

22

Election of Audit and Risk Committee members.


i.    Victoria Cochrane

 

        732,934,837

99.98

                   147,183

0.02

             753,451

0

               733,082,020

80.79

 

ii.   Colin Keogh

 

        731,190,316

99.74

                1,891,703

0.26

             753,452

0

               733,082,019

80.79

 

iii.  Khumo Shuenyane

 

        695,743,244

94.91

              37,338,775

5.09

             753,452

0

               733,082,019

80.79

 

23

Authorising the directors to issue up to 5% of the issued ordinary shares in Ninety One Limited.

        675,586,891

92.15

              57,536,645

7.85

             711,935

0

               733,123,536

80.80

 

24

General authority to issue ordinary shares for cash.

        604,289,169

82.43

           128,833,026

17.57

             713,276

0

               733,122,195

80.80

 

Special business: Ninety One Limited

25

Special resolution 1 - Authority to acquire ordinary shares of Ninety One Limited.

        724,641,703

98.85

                8,418,014

1.15

             775,754

0

               733,059,717

80.79

 

26

Special resolution 2 - Financial Assistance.

        721,566,182

98.42

              11,548,606

1.58

             720,682

0

               733,114,788

80.79

 

27

Special resolution 3 - Non-executive directors' remuneration.

        732,159,640

99.87

                   933,250

0.13

             742,581

0

               733,092,890

80.79

 

 

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 Chairman have been included in the 'for' total.

 

Other information

 

As at the date of the AGM, Ninety One plc's issued capital consists of 622,624,622 ordinary shares of GBP0.0001 each and Ninety One Limited's issued capital consists of 284,754,801 ordinary shares of no par value. In accordance with the dual-listed companies' structure, the aggregate number of voting rights which may be exercised at the AGM was 907,379,427.

 

Resolutions 17, 18, 25, 26 and 27 were passed as special resolutions. Copies of resolutions 16, 17 and 18 will be filed with Companies House in the United Kingdom.

 

In accordance with FCA Listing Rule 9.6.2, a copy of the resolutions passed at today's AGM, other than resolutions concerning ordinary business, will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

 

26 July 2024

 

 

 

JSE Sponsor:

J.P. Morgan Equities South Africa Proprietary Limited

+27 (0) 115 070 300

 

 

 

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