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Results of Annual General Meetings of Investec Limited and Investec plc
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 ordinary share code: INL LSE share code: INVP
NSX ordinary share code: IVD JSE share code: INP
BSE ordinary share code: INVESTEC ISIN: GB00B17BBQ50
ISIN: ZAE000081949
(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 the Listing Rules of the United Kingdom Listing Authority (the “UKLA”) and/or the
JSE Listings Requirements.
Accordingly, we advise of the following:
Results of Annual General Meetings of Investec Limited and Investec plc
(the “Shareholder Meetings”)
The Shareholder Meetings were held on 06 August 2020. 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 16, 18 to 23, 28 to 32 and 35 were passed as ordinary
resolutions. Resolutions 24 to 27 and resolutions 33 and 34 were passed as special resolutions.
The voting results of the Joint Electorate Actions are identical and are given below:
Total
Votes
Votes
Withheld
Cast as
% of % of as a %
Votes Total Votes a % of Votes
Resolution Votes For Votes Votes of the
Against Cast the Withheld
Cast Cast Ordinary
Ordinary
Shares
Shares
in Issue
in Issue
Common Business: Investec plc and Investec Limited
Re-election of
1 Zarina Bibi 705,239,062 89.08% 86,479,131 10.92% 791,718,193 81.96% 1,006,460.00 0.10%
Mahomed Bassa
Re-election of
Peregrine Kenneth
2 708,194,488 89.45% 83,526,285 10.55% 791,720,773 81.96% 1,003,880.00 0.10%
Oughton
Crosthwaite
Re-election of David
3 790,435,223 99.84% 1,285,505 0.16% 791,720,728 81.96% 1,003,926.00 0.10%
Friedland
Re-election of Philip
4 711,187,721 89.91% 79,778,754 10.09% 790,966,475 81.88% 1,758,179.00 0.18%
Alan Hourquebie
Re-election of
5 Charles Richard 789,607,166 99.73% 2,111,869 0.27% 791,719,035 81.96% 1,005,619.00 0.10%
Jacobs
Re-election of Lord
6 790,531,692 99.85% 1,187,939 0.15% 791,719,631 81.96% 1,005,023.00 0.10%
Malloch-Brown
Re-election of
7 Nishlan Andre 788,725,805 99.61% 3,058,067 0.39% 791,783,872 81.96% 940,782.00 0.10%
Samujh
Re-election of
8 Khumo Lesego 713,366,735 90.10% 78,418,838 9.90% 791,785,573 81.96% 939,081.00 0.10%
Shuenyane
Re-election of Fani
9 789,246,454 99.68% 2,520,746 0.32% 791,767,200 81.96% 957,454.00 0.10%
Titi
Election of Henrietta
10 791,504,932 99.99% 114,975 0.01% 791,619,907 81.95% 1,104,747.00 0.11%
Caroline Baldock
Election of Philisiwe
11 791,348,763 99.97% 266,029 0.03% 791,614,792 81.95% 1,109,862.00 0.11%
Gugulethu Sibiya
Election of James
12 Kieran Colum 790,548,565 99.84% 1,235,654 0.16% 791,784,219 81.96% 940,435.00 0.10%
Whelan
Approval of the DLC
directors’
13 remuneration report 602,017,078 76.12% 188,905,936 23.88% 790,923,014 81.87% 1,801,640.00 0.19%
for the year ended
31 March 2020
Approval of the DLC
14 directors’ 596,259,658 75.40% 194,494,260 24.60% 790,753,918 81.86% 1,970,736.00 0.20%
remuneration policy
Authority for the
Investec group’s
15 791,221,096 99.95% 362,816 0.05% 791,583,912 81.94% 1,140,742.00 0.12%
climate change
resolution
Authority to take
16 action in respect of 790,260,093 99.81% 1,508,771 0.19% 791,768,864 81.96% 955,790.00 0.10%
the resolutions
Ordinary business: Investec Limited
Presentation of the
audited financial
17 statements for the Non-voting
year ended 31
March 2020
Sanction of the
interim dividend
18 791,755,961 100.00% 33,427 0.00% 791,789,388 81.96% 935,266.00 0.10%
paid on the ordinary
shares
Sanction of the
interim dividend
19 790,649,733 99.86% 1,138,487 0.14% 791,788,220 81.96% 936,434.00 0.10%
paid on the SA DAS
share
Re-appointment of
20 Ernst & Young Inc. 655,249,916 82.76% 136,535,617 17.24% 791,785,533 81.96% 939,120.00 0.10%
as joint auditors
Re-appointment of
21 KPMG Inc. as joint 616,748,072 77.89% 175,036,898 22.11% 791,784,970 81.96% 939,683.00 0.10%
auditors
Special business: Investec Limited
Authority to issue
the
unissued variable
rate, cumulative,
redeemable
preference
22 740,879,475 93.57% 50,902,796 6.43% 791,782,271 81.96% 942,383.00 0.10%
shares and the
unissued non-
redeemable, non-
cumulative,
non-participating
preference shares
Authority to issue
the unissued special
23 convertible 758,598,042 95.81% 33,184,521 4.19% 791,782,563 81.96% 942,091.00 0.10%
redeemable
preference shares
Authority to acquire
24 723,500,261 91.56% 66,671,668 8.44% 790,171,929 81.80% 2,552,725.00 0.26%
ordinary shares
Authority to acquire
any redeemable,
non-participating
preference shares
25 and non- 785,606,091 99.42% 4,565,266 0.58% 790,171,357 81.80% 2,553,297.00 0.26%
redeemable, non-
cumulative, non-
participating
preference shares
26 Financial assistance 782,880,562 98.88% 8,897,546 1.12% 791,778,108 81.96% 946,546.00 0.10%
Approval of the non-
992,342.00
27 executive directors’ 781,705,142 98.73% 10,027,170 1.27% 791,732,312 81.96% 0.10%
remuneration
Ordinary Business: Investec plc
Receive the audited
financial statements
28 790,631,617 99.95% 397,104 0.05% 791,028,721 81.88% 1,695,933.00 0.18%
for the year ended
31 March 2020
Sanction of the
interim dividend
29 791,353,942 100.00% 34,601 0.00% 791,388,543 81.92% 1,336,111.00 0.14%
paid on the ordinary
shares
Re-appointment of
30 Ernst & Young LLP 678,966,671 85.76% 112,711,156 14.24% 791,677,827 81.95% 1,046,826.00 0.11%
as auditors
Authority for the
Investec plc Audit
Committee to set
31 786,259,763 99.31% 5,488,496 0.69% 791,748,259 81.96% 976,394.00 0.10%
the remuneration of
the company’s
auditors
Special Business: Investec plc
Authority to allot
32 shares and other 749,251,888 94.63% 42,533,603 5.37% 791,785,491 81.96% 939,163.00 0.10%
securities
Authority to
33 purchase ordinary 742,507,919 93.97% 47,668,975 6.03% 790,176,894 81.80% 2,547,760.00 0.26%
shares
Authority to
34 purchase 789,782,301 99.95% 394,593 0.05% 790,176,894 81.80% 2,547,760.00 0.26%
preference shares
35 Political donations 649,342,177 82.01% 142,444,996 17.99% 791,787,173 81.96% 937,481.00 0.10%
The Board notes that at today’s annual general meetings (“AGM”) the following resolutions passed with a less
than 80% majority: resolution 13 (approval of the DLC directors’ remuneration report for the year ended
31 March 2020), resolution 14 (approval of the DLC directors’ remuneration policy), and resolution 21 (re-
appointment of KPMG Inc. as joint auditors of Investec Limited).
Commenting on the less than 80% vote received for the Group’s Remuneration Report and Remuneration Policy
The Group has engaged extensively over the past few months on the implementation of its remuneration report
for the financial year ended 31 March 2020, and the proposed remuneration policy for the financial year ending
31 March 2021.
The Group remains committed to its remuneration principles which include:
- Setting stretched but realistic targets prospectively;
- Disclosing all targets (Short-term Incentive and Long-term Incentive) prospectively; and
- Ensuring remuneration outcomes are reflective of business performance.
The Board and Remuneration Committee welcomes the broad shareholder support for the Remuneration Report
and Remuneration Policy, but will be mindful of the proportion of votes against in the future application of the
remuneration policy and when reviewing the policy itself.
Commenting on the less than 80% vote received for the re-appointment of KPMG Inc. as joint auditors of
Investec Limited.
Following a comprehensive tender process, PricewaterhouseCoopers Incorporated (PwC) has been nominated
as one of the new joint external auditors effective 1 April 2023. The appointment of the firm and the designated
audit partner is subject to regulatory approval from the Prudential Authority of South Africa. The appointment of
PwC will be recommended to the ordinary shareholders at the annual general meeting to be held in August
2022.
A formal transition process will commence from 01 April 2022 whereby the appointed firm will observe the full
audit cycle performed by the incumbent joint external auditors. The appointment will be for the reporting period
commencing 1 April 2023. The second rotation of the joint external auditors will take place within two years from
01 April 2023, in accordance with the Mandatory Audit Firm Rotation rules as published by the Independent
Regulatory Board of Auditors.
Other information
As at the date of the AGM, 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 48,956,410 ordinary shares in Treasury. In accordance with the dual listed companies’
structure, the aggregate number of voting rights which may be exercised at the AGM was 966,030,917.
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 06 August 2020:
• Copies of all resolutions passed as special business at the Shareholder Meetings on 06 August 2020,
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: 06 August 2020
Sponsor: Investec Bank Limited
Date: 06-08-2020 05:00:00
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