REG - Ninety One PLC - Result of AGM

Ninety OneAnnouncement

23/07/2025 17:00

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RNS Number : 2922S  Ninety One PLC  23 July 2025

 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

 LEI: 549300G0TJCT3K15ZG14

 

 

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 23 July 2025 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.                                        726,450,010              99.79%    1,534,416                                    0.21%   639,038                          0%    727,984,426                              81.16%
 2       To re-elect Kim McFarland as a director.                                          726,894,363              99.85%    1,087,747                                    0.15%   641,354                          0%    727,982,110                              81.16%
 3       To re-elect Gareth Penny as a director.                                           721,434,439              99.10%    6,547,838                                    0.90%   641,187                          0%    727,982,277                              81.16%
 4       To re-elect Idoya Basterrechea Aranda as a director.                              722,226,274              99.21%    5,755,703                                    0.79%   641,487                          0%    727,981,977                              81.16%
 5       To re-elect Busisiwe Mabuza as a director.                                        716,336,222              98.32%   12,259,912                                    1.68%   27,330                           0%    728,596,134                              81.23%
 6       To re-elect Victoria Cochrane as a director.                                      727,327,164              99.91%    654,952                                      0.09%   641,348                          0%    727,982,116                              81.16%
 7       To re-elect Khumo Shuenyane as a director.                                        725,749,553              99.69%    2,232,411                                    0.31%   641,500                          0%    727,981,964                              81.16%
 8       To approve the directors' remuneration report, for the year ended 31 March        706,052,826              96.99%   21,910,447                                    3.01%   660,191                          0%    727,963,273                              81.16%
         2025.
 9       To approve the directors' remuneration policy.                                    680,425,908              93.47%   47,535,932                                    6.53%   661,624                          0%    727,961,840                              81.16%
 10      To approve Ninety One's climate strategy.                                         576,948,491              96.44%   21,276,293                                    3.56%   130,380,580                      18%   598,224,784                              66.70%
 Ordinary business: Ninety One plc
 11      To receive and adopt the audited annual financial statements of Ninety One plc    719,021,621              99.99%    37,534                                       0.01%   9,564,309                        1%    719,059,155                              80.17%
         for the year ended 31 March 2025, together with the reports of the directors
         and of the auditor of Ninety One plc.
 12      Subject to the passing of resolution no. 19, to declare a final dividend on       727,960,674              100.00%   34,573                                       0.00%   628,217                          0%    727,995,247                              81.16%
         the ordinary shares for the year ended 31 March 2025.
 13      To re-appoint PricewaterhouseCoopers LLP of 7 More London Riverside, London,      727,919,105              99.99%    63,521                                       0.01%   640,809                          0%    727,982,626                              81.16%
         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 2026, with the
         designated audit partner being Allan McGrath.
 14      To authorise the Audit and Risk Committee to set the remuneration of Ninety       727,586,822              99.95%    392,696                                      0.05%   644,946                          0%    727,979,518                              81.16%
         One plc's auditors.
 Special business: Ninety One plc
 15      Ordinary resolution: Directors' authority to allot shares and other               703,050,146              96.57%    24,941,886                                   3.43%   631,432                          0%    727,992,032                              81.16%
         securities.
 16      Special resolution: Authority to purchase own ordinary shares.                    720,753,521              99.04%    6,997,479                                    0.96%   872,464                          0%    727,751,000                              81.14%
 17      Special resolution: Consent to short notice.                                      694,986,930              95.47%    3,005,043                                    4.53%   631,491                          0%    727,991,973                              81.16%
 Ordinary business: Ninety One Limited
 18      To present the audited financial statements of Ninety One Limited for the year   Non-voting resolution
         ended 31 March 2025, 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.
 19      Subject to the passing of resolution no. 12, to declare a final dividend on       727,956,631              100.00%   36,002                                       0.00%   630,831                          0%    727,992,633                              81.16%
         the ordinary shares for the year ended 31 March 2025.
 20      To re-appoint PricewaterhouseCoopers Inc. of 5 Silo Square, V&A                   727,922,843              99.99%    59,805                                       0.01%   640,749                          0%    727,982,648                              81.16%
         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 2026, with the designated audit partner being Nicolette
         Jacobs.
 21      Election of Audit and Risk Committee members:
         i.  Victoria Cochrane; and                                                             727,337,511         99.91%                      644,605                    0.09%               641,348              0%                  727,982,116                81.16%

         ii.  Khumo Shuenyane.                                                                   723,406,890        99.37%                   4,573,553                     0.63%               643,021              0%                  727,980,443                81.16%

 22      Election of Sustainability, Social and Ethics Committee members:
         i. Khumo Shuenyane                                                                725,800,176              99.70%    2,179,169                                    0.30%   644,119                          0%    727,979,345                              81.16%

         ii. Gareth Penny; and                                                             722,368,146              99.23%    5,611,529                                    0.77%   643,789                          0%    727,979,675                              81.16%

         iii. Hendrik du Toit.                                                             718,626,221              98.72%    9,354,048                                    1.28%   643,195                          0%    727,980,269                              81.16%

 23      Authorising the directors to issue up to 5% of the issued ordinary shares in      695,376,167              95.52%    32,618,019                                   4.48%   629,278                          0%    727,994,186                              81.16%
         Ninety One Limited.
 24      General authority to issue ordinary shares for cash.                              618,644,666              92.23%    52,085,078                                   7.77%   628,542                          0%    670,729,744                              74.78%
 Special business: Ninety One Limited
 25      Special resolution 1 - Authority to acquire ordinary shares of Ninety One         716,516,341              98.46%   11,178,188                                    1.54%   876,732                          0%    727,694,529                              81.13%
         Limited.
 26      Special resolution 2 - Financial Assistance.                                      723,130,917              99.75%    1,789,528                                    0.25%   648,402                          0%    724,920,445                              80.82%
 27      Special resolution 3 - Non-executive directors' remuneration.                     727,016,454              99.90%    702,563                                      0.10%   649,040                          0%    727,719,017                              81.13%

 

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 628,572,786 ordinary shares of GBP0.0001 each and Ninety One Limited's
issued capital consists of 268,370,594 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 896,943,380.

 

Resolutions 16, 17, 25, 26 and 27 were passed as special resolutions. Copies
of resolutions 15, 16 and 17 will be filed with Companies House in the United
Kingdom.

 

In accordance with FCA Listing Rule 6.4.2R, 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) .

 

 

23 July 2025

 

 

 

JSE Sponsor:

J.P. Morgan Equities South Africa Proprietary Limited

+27 (0) 115 070 300

 

 

 

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