REG - Investec PLC - Result of AGM
04/08/2022 15:30
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RNS Number : 9864U Investec PLC 04 August 2022
Investec Limited Investec plc
Incorporated in the Republic of South Africa Incorporated in England and Wales
Registration number 1925/002833/06 Registration number 3633621
JSE share code: INL LSE share code: INVP
JSE Hybrid code: INPR JSE share code: INP
JSE debt code: INLV ISIN: GB00B17BBQ50
NSX share code: IVD LEI: 2138007Z3U5GWDN3MY22
BSE share code: INVESTEC
ISIN: ZAE000081949
LEI: 213800CU7SM6O4UWOZ70
(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 815,109,095 98.05% 16,173,486 1.95% 831,282,581 82.72% 1,320,584 0.13%
2022
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 Non-voting
2022
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 759,132,617 91.32% 72,187,344 8.68% 831,319,961 82.72% 1,283,082 0.13%
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)
27 Authority to issue the unissued special convertible redeemable preference 826,470,956 99.51% 4,066,945 0.49% 830,537,901 82.64% 2,065,142 0.21%
shares
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 826,213,961 99.55% 3,739,966 0.45% 829,953,927 82.58% 2,649,139 0.26%
non-redeemable, non-cumulative, non-participating preference shares
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 829,720,264 99.90% 817,299 0.10% 830,537,563 82.64% 2,064,420 0.21%
company's auditors
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
(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
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