REG - Investec PLC - Result of AGM
03/08/2023 14:00
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RNS Number : 2523I Investec PLC 03 August 2023
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 03 August 2023. 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 14, 16 to 23 and 28 to 34 were passed as
ordinary resolutions. Resolutions 24 to 27 and resolutions 36 and 37 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 751,893,540 99.91% 673,520 0.09% 752,567,060 75.88% 2,901,023 0.29%
2 Re-election of Zarina Bassa 699,322,780 92.91% 53,332,170 7.09% 752,654,950 75.89% 2,813,574 0.28%
3 Re-election of Philip Hourquebie 742,442,476 98.60% 10,537,734 1.40% 752,980,210 75.92% 2,488,314 0.25%
4 Re-election of Stephen Koseff 750,931,969 99.74% 1,952,511 0.26% 752,884,480 75.91% 2,583,964 0.26%
5 Re-election of Nicky Newton-King 752,495,459 99.91% 665,636 0.09% 753,161,095 75.94% 2,306,988 0.23%
6 Re-election of Jasandra Nyker 752,500,682 99.91% 660,182 0.09% 753,160,864 75.94% 2,307,219 0.23%
7 Re-election of Vanessa Olver 752,471,574 99.91% 689,962 0.09% 753,161,536 75.94% 2,306,988 0.23%
8 Re-election of Nishlan Samujh 749,182,646 99.47% 3,978,659 0.53% 753,161,305 75.94% 2,307,219 0.23%
9 Re-election of Philisiwe Sibiya 749,873,459 99.56% 3,289,171 0.44% 753,162,630 75.94% 2,305,894 0.23%
10 Re-election of Brian Stevenson 752,500,792 99.91% 660,744 0.09% 753,161,536 75.94% 2,306,988 0.23%
11 Re-election of Fani Titi 750,019,679 99.84% 1,222,234 0.16% 751,241,913 75.75% 2,307,394 0.23%
12 Approval of the DLC directors' remuneration report for the year ended 31 March 723,276,182 96.59% 25,530,623 3.41% 748,806,805 75.50% 4,742,966 0.48%
2023
13 Approval of the DLC directors' remuneration policy 687,236,313 91.55% 63,468,078 8.45% 750,704,391 75.69% 2,845,357 0.29%
14 Authority to take action in respect of the resolutions 751,200,895 99.99% 108,421 0.01% 751,309,316 75.76% 2,240,350 0.23%
Ordinary business: Investec Limited
15 Presentation of the audited financial statements for the year ended 31 March Non-voting
2023
16 Sanction of the interim dividend paid on the ordinary shares 748,729,823 100.00% 10,487 0.00% 748,740,310 75.50% 4,809,538 0.48%
17 Sanction of the interim dividend paid on the SA DAS share 748,725,868 100.00% 13,442 0.00% 748,739,310 75.50% 4,810,538 0.49%
18 Approval of the final dividend on the ordinary shares and the SA DAS share 751,302,272 100.00% 8,995 0.00% 751,311,267 75.76% 2,238,140 0.23%
19 Re-appointment of Ernst & Young Inc. as joint auditors 730,039,964 97.51% 18,642,980 2.49% 748,682,944 75.49% 4,866,904 0.49%
20 Appointment of PwC Inc. as joint auditors 750,134,347 99.84% 1,176,969 0.16% 751,311,316 75.76% 2,238,532 0.23%
21 Appointment of Deloitte Inc. in a shadow capacity 746,355,701 99.09% 6,871,282 0.91% 753,226,983 75.95% 2,241,618 0.23%
Special business: Investec Limited
22 Authority to issue the unissued variable rate, redeemable, cumulative 741,896,867 98.50% 11,326,418 1.50% 753,223,285 75.95% 2,245,316 0.23%
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)
23 Authority to issue the unissued special convertible redeemable preference 738,733,981 98.41% 11,918,261 1.59% 750,652,242 75.69% 4,816,359 0.49%
shares
24 Authority to acquire ordinary shares 740,378,955 98.44% 11,713,299 1.56% 752,092,254 75.83% 3,376,347 0.34%
25 Authority to acquire any redeemable, non-participating preference shares and 747,291,331 99.36% 4,802,365 0.64% 752,093,696 75.83% 3,374,905 0.34%
non-redeemable, non-cumulative, non-participating preference shares
26 Financial assistance 745,201,823 98.94% 7,979,646 1.06% 753,181,469 75.94% 2,287,132 0.23%
27 Approval of the non-executive directors' remuneration 745,421,042 98.97% 7,757,689 1.03% 753,178,731 75.94% 2,289,870 0.23%
Ordinary Business: Investec plc
28 Receive the audited financial statements for the year ended 31 March 2023 746,553,506 99.96% 299,960 0.04% 746,853,466 75.31% 8,615,135 0.87%
29 Sanction of the interim dividend paid on the ordinary shares 750,647,169 100.00% 10,510 0.00% 750,657,679 75.69% 4,810,922 0.49%
30 Approval of the final dividend on the ordinary shares 752,124,955 99.85% 1,104,117 0.15% 753,229,072 75.95% 2,239,529 0.23%
31 Re-appointment of Ernst & Young LLP as auditors 733,230,327 97.69% 17,371,597 2.31% 750,601,924 75.68% 4,866,677 0.49%
32 Appointment of Deloitte LLP in a shadow capacity 746,406,330 99.09% 6,822,072 0.91% 753,228,402 75.95% 2,240,199 0.23%
33 Authority for the Investec plc Audit Committee to set the remuneration of the 751,612,426 99.79% 1,586,909 0.21% 753,199,335 75.95% 2,268,326 0.23%
company's auditors
34 Political donations 575,768,653 76.54% 176,513,894 23.46% 752,282,547 75.85% 3,185,997 0.32%
Special Business: Investec plc
35 Authority to allot shares and other securities 735,972,308 97.71% 17,252,697 2.29% 753,225,005 75.95% 2,243,596 0.23%
36 Authority to purchase ordinary shares 751,547,368 99.96% 298,375 0.04% 751,845,743 75.81% 3,622,858 0.37%
37 Authority to purchase preference shares 747,003,635 99.36% 4,841,803 0.64% 751,845,438 75.81% 3,623,163 0.37%
The Board notes that at today's AGMs the following resolution passed with a
less than 80% majority: resolution 34 (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 (the "PLC Ordinary Shares"). Of
these, 50,785,281 PLC Ordinary Shares are held exclusive of voting rights in
Treasury at the date of this announcement and therefore the total number of
voting rights in Investec plc is 645,297,337. Investec Limited's issued
capital consists of 295,675,988 ordinary shares of ZAR0.0002 each (the "LTD
Ordinary Shares"). Of these, 46,243,502 LTD Ordinary Shares are held in
Treasury and the total number of voting rights in Investec Limited is
249,432,486 LTD Ordinary Shares.
In accordance with the dual listed companies' structure, the aggregate number
of voting rights which therefore may be exercised at the AGMs was 894,729,823.
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 03 August
2023:
· Copies of all resolutions passed as special business at the
Shareholder Meetings on 03 August 2023, 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: 03 August 2023
Sponsor: Investec Bank Limited
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