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INVESTEC LIMITED - Results of Annual General Meetings of Investec Limited and Investec plc

Release Date: 06/08/2020 17:00
Code(s): INL INP     PDF:  
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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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