REG - Ninety One PLC - Result of AGM

Ninety OneAnnouncement

26/07/2024 13:30

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RNS Number : 0631Y  Ninety One PLC  26 July 2024

 Ninety One plc                         Ninety One Limited
 Incorporated in England and Wales      Incorporated in the Republic of South Africa

 Registration number: 12245293          Registration number: 2019/526481/06

 Date of registration: 4 October 2019   Date of registration: 18 October 2019

LSE share code: N91
JSE share code: NY1

 JSE share code: N91                    ISIN: ZAE000282356

 ISIN: GB00BJHPLV88

 

 

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               713,574,339         97.33                 19,542,664                                2.67                718,373              0                   733,117,003                80.79
         2024.
 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           731,610,593         100.00                         1,441                            0.00             2,223,437               0                   731,612,034                80.63
         for the year ended 31 March 2024, together with the reports of the directors
         and of the auditor of Ninety One plc.
 13      Subject to the passing of resolution no. 20, to declare a final dividend on              733,127,884         100.00                            409                           0.00                707,178              0                   733,128,293                80.80
         the ordinary shares for the year ended 31 March 2024.
 14      To re-appoint PricewaterhouseCoopers LLP of 7 More London Riverside, London,             733,070,391         99.99                        57,902                             0.01                707,178              0                   733,128,293                80.80
         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.
 15      To authorise the Audit and Risk Committee to set the remuneration of Ninety              732,902,001         99.97                      222,041                              0.03                711,429              0                   733,124,042                80.80
         One plc's auditors.
 Special business: Ninety One plc
 16      Ordinary resolution: Directors' authority to allot shares and other                      675,306,853         92.11                 57,815,260                                7.89                713,358              0                   733,122,113                80.80
         securities.
 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   Non-voting resolution
         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.
 20      Subject to the passing of resolution no. 13, to declare a final dividend on              733,127,236         100.00                         1,044                            0.00                707,191              0                   733,128,280                80.80
         the ordinary shares for the year ended 31 March 2024.
 21      To re-appoint PricewaterhouseCoopers Inc. of 5 Silo Square, V&A                          732,988,905         99.98                      136,190                              0.02                710,376              0                   733,125,095                80.80
         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.
 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             675,586,891         92.15                 57,536,645                                7.85                711,935              0                   733,123,536                80.80
         Ninety One Limited.
 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                724,641,703         98.85                   8,418,014                               1.15                775,754              0                   733,059,717                80.79
         Limited.
 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
(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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