REG - Investec PLC - Result of AGM
RNS Number : 7576HInvestec PLC05 August 2021
Investec Limited
Incorporated in the Republic of South Africa
Registration number 1925/002833/06
JSE ordinary share code: INL
NSX ordinary share code: IVD
BSE ordinary 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 05 August 2021. 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 26 and 33 to 40 were passed as ordinary resolutions. Resolutions 27 to 32 and resolutions 41 and 42 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
813,209,797
99.89%
874,547
0.11%
814,084,344
84.48%
363,195
0.04%
2
Re-election of Zarina Bassa
787,762,873
96.76%
26,347,736
3.24%
814,110,609
84.48%
400,024
0.04%
3
Re-election of David Friedland
811,955,042
99.74%
2,129,032
0.26%
814,084,074
84.48%
363,465
0.04%
4
Re-election of Philip Hourquebie
806,436,868
99.06%
7,644,118
0.94%
814,080,986
84.48%
366,308
0.04%
5
Re-election of Nishlan Samujh
807,767,929
99.22%
6,318,426
0.78%
814,086,355
84.48%
361,184
0.04%
6
Re-election of Khumo Shuenyane
734,721,933
90.25%
79,363,868
9.75%
814,085,801
84.48%
361,721
0.04%
7
Re-election of Philisiwe Sibiya
813,195,675
99.89%
889,296
0.11%
814,084,971
84.48%
362,551
0.04%
8
Re-election of Fani Titi
809,947,589
99.49%
4,132,524
0.51%
814,080,113
84.48%
367,409
0.04%
9
Re-election of Ciaran Whelan
731,207,687
89.82%
82,876,267
10.18%
814,083,954
84.48%
363,585
0.04%
10
Election of Stephen Koseff
730,791,153
89.77%
83,293,276
10.23%
814,084,429
84.48%
362,788
0.04%
11
Election of Nicky Newton-King
811,889,489
99.73%
2,194,166
0.27%
814,083,655
84.48%
363,884
0.04%
12
Election of Jasandra Nyker
814,062,496
100.00%
23,717
0.00%
814,086,213
84.48%
361,326
0.04%
13
Election of Brian Stevenson
814,058,181
100.00%
26,570
0.00%
814,084,751
84.48%
362,788
0.04%
14
Election of Richard Wainwright
731,208,764
89.82%
82,876,031
10.18%
814,084,795
84.48%
362,744
0.04%
15
Approval of the DLC directors' remuneration report for the year ended 31 March 2021
644,090,342
79.12%
169,968,692
20.88%
814,059,034
84.48%
388,505
0.04%
16
Approval of the DLC directors' remuneration policy
701,405,299
86.17%
112,616,718
13.83%
814,022,017
84.47%
425,522
0.04%
17
Reporting on Scope 3 emissions for the year ending 31 March 2022
813,069,048
99.97%
270,224
0.03%
813,339,272
84.40%
1,108,267
0.12%
18
Authority to take action in respect of the resolutions
813,993,783
99.99%
85,303
0.01%
814,079,086
84.48%
368,452
0.04%
Ordinary business: Investec Limited
19
Presentation of the audited financial statements for the year ended 31 March 2021
Non-voting
20
Sanction of the interim dividend paid on the ordinary shares
813,212,216
99.90%
784,281
0.10%
813,996,497
84.47%
451,042
0.05%
21
Sanction of the interim dividend paid on the SA DAS share
813,211,900
99.90%
784,337
0.10%
813,996,237
84.47%
451,302
0.05%
22
Approval of the final dividend on the ordinary shares and the SA DAS share
813,212,661
99.90%
784,476
0.10%
813,997,137
84.47%
450,402
0.05%
23
Re-appointment of Ernst & Young Inc. as joint auditors
647,894,774
79.71%
164,919,524
20.29%
812,814,298
84.35%
2,347,898
0.24%
24
Re-appointment of KPMG Inc. as joint auditors
576,386,123
70.98%
235,708,018
29.02%
812,094,141
84.27%
2,353,398
0.24%
Special business: Investec Limited
25
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)
787,894,110
99.33%
5,293,737
0.67%
793,187,847
82.31%
450,402
0.05%
26
Authority to issue the unissued special convertible redeemable preference shares
709,608,985
89.46%
83,582,214
10.54%
793,191,199
82.31%
2,347,898
0.24%
27
Approval of the Investec Limited Share Incentive Plan
693,435,069
87.48%
99,218,984
12.52%
792,654,053
82.25%
2,353,398
0.24%
28
Authority to acquire ordinary shares
775,628,559
97.97%
16,061,109
2.03%
791,689,668
82.15%
21,259,692
2.21%
29
Authority to acquire any redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares
784,412,302
99.09%
7,236,972
0.91%
791,649,274
82.15%
21,256,340
2.21%
30
Financial assistance
803,752,644
98.74%
10,218,853
1.26%
813,971,497
84.47%
21,793,274
2.26%
31
Approval of the non-executive directors' remuneration
805,499,403
98.87%
9,181,929
1.13%
814,681,332
84.54%
22,757,871
2.36%
32
Amendment to the Investec Limited Memorandum of Incorporation
813,545,993
99.95%
427,929
0.05%
813,973,922
84.47%
22,798,265
2.37%
Ordinary Business: Investec plc
33
Receive the audited financial statements for the year ended 31 March 2021
811,454,586
99.99%
94,313
0.01%
811,548,899
84.21%
2,898,640
0.30%
34
Sanction of the interim dividend paid on the ordinary shares
813,183,827
99.90%
785,037
0.10%
813,968,864
84.47%
478,675
0.05%
35
Approval of the final dividend on the ordinary shares
813,185,815
99.90%
784,337
0.10%
813,970,152
84.47%
477,387
0.05%
36
Re-appointment of Ernst & Young LLP as auditors
652,524,957
80.10%
162,151,071
19.90%
814,676,028
84.54%
486,168
0.05%
37
Authority for the Investec plc Audit Committee to set the remuneration of the company's auditors
809,480,064
99.66%
2,728,705
0.34%
812,208,769
84.28%
2,238,770
0.23%
38
Political donations
650,631,559
79.93%
163,332,276
20.07%
813,963,835
84.47%
483,704
0.05%
Special Business: Investec plc
39
Authority to allot shares and other securities
700,557,243
88.32%
92,612,348
11.68%
793,169,591
82.31%
21,277,948
2.21%
40
Approval of the Investec plc Share Incentive Plan
689,688,037
86.98%
103,208,760
13.02%
792,896,797
82.28%
21,550,742
2.24%
41
Authority to purchase ordinary shares
790,588,174
99.86%
1,075,135
0.14%
791,663,309
82.15%
22,784,230
2.36%
42
Authority to purchase preference shares
789,035,912
99.64%
2,849,318
0.36%
791,885,230
82.17%
22,562,309
2.34%
The Board notes that at today's AGMs the following resolutions passed with a less than 80% majority: resolution 15 (approval of the DLC directors' remuneration report for the year ended 31 March 2021), resolution 23 (re-appointment of Ernst & Young (EY) Inc. as joint auditors of Investec Limited), resolution 24 (re-appointment of KPMG Inc. as joint auditors of Investec Limited) and resolution 38 (political donations).
Commenting on the less than 80% vote received for the Group's Remuneration Report
The Board and DLC Remuneration Committee notes that the votes in favour of the remuneration report fell short of 80%, at 79.12%. The 2020 vote on the remuneration report was also slightly below 80%.
We consulted with our shareholders in early 2021 to obtain their input to our new three year remuneration policy. We further engaged with our shareholders during July to discuss our final remuneration policy and the 2021 remuneration outcomes. We are pleased to see that there was strong support for our new remuneration policy, at 86.17%.
The Board believes that the 2021 remuneration outcomes are reflective of the overall financial and non-financial performance for the year.
We will continue with the annual programme of engagement with our shareholders with a view to ensuring that future remuneration policies and resultant outcomes are reflective of business performance and the experience of our stakeholders.
Commenting on the less than 80% vote received for the re-appointments of KPMG Inc. and EY Inc. as joint auditors of Investec Limited
The Investec Limited Audit Committee considered the implications of the mandatory audit firm rotation (MAFR) rule as issued by the Independent Regulatory Board for Auditors (IRBA), the requirements of the South African Companies Act and the state of the audit profession in South Africa including reputational or apparent audit failure perceptions. The views expressed by shareholders have been a key consideration balanced with the implications of having joint auditors and the risks inherent to an audit transition.
Based on this assessment, following a comprehensive tender process PricewaterhouseCoopers Incorporated (PwC) was nominated as one of the new joint external auditors for the financial year starting 1 April 2023. The appointment of the firm and designated audit partner is subject to regulatory approval from the South African Prudential Authority.
The appointment of PwC will be recommended to the ordinary shareholders at the AGM to be held in August 2022. A formal transition process will commence during 2022, whereby PwC will observe the full audit cycle performed by the incumbent joint external auditors.
A competitive tender process for the second rotation will commence during 2022, with the second incoming audit firm to perform the first audit for the financial year starting 1 April 2025, in accordance with the MAFR rules as published by the IRBA.
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 318,904,709 ordinary shares of ZAR0.0002 each. Investec Limited holds 51,323,867 ordinary shares in Treasury. In accordance with the dual listed companies' structure, the aggregate number of voting rights which may be exercised at the AGMs was 963,663,460.
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.
Document regarding Resolutions passed at the Shareholder Meetings on 05 August 2021:
· Copies of all resolutions passed as special business at the Shareholder Meetings on 05 August 2021, 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: 05 August 2021
Sponsor: Investec Bank Limited
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