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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 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 04 August 2022. 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 18, 20 to 27 and 33 to 39 were passed as ordinary resolutions. Resolutions 28 to 32 and
resolutions 40 and 41 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 % of
Votes Total Votes a % of Votes
Resolution Votes For Votes Votes the
Against Cast the Withheld
Cast Cast Ordinary
Ordinary
Shares in
Shares
Issue
in Issue
Common Business: Investec plc and Investec Limited
Re-election of Henrietta
1 Baldock 829,045,446 99.73% 2,209,584 0.27% 831,255,030 82.71% 0.13%
1,348,013
Re-election of Zarina
2 Bassa 743,516,999 89.47% 87,545,783 10.53% 831,062,782 82.69% 0.15%
1,540,261
Re-election of Philip
3 Hourquebie 815,683,492 98.13% 15,571,538 1.87% 831,255,030 82.71% 0.13%
1,348,013
Re-election of Stephen
4 Koseff 755,872,614 90.93% 75,384,331 9.07% 831,256,945 82.71% 0.13%
1,346,098
Re-election of Nicky
5 Newton-King 828,979,808 99.73% 2,275,361 0.27% 831,255,169 82.71% 0.13%
1,347,874
Re-election of Jasandra
6 Nyker 829,044,528 99.73% 2,210,426 0.27% 831,254,954 82.71% 0.13%
1,348,089
Re-election of Nishlan
7 Samujh 822,039,893 98.88% 9,280,975 1.12% 831,320,868 82.72% 0.13%
1,282,175
Re-election of Khumo
8 Shuenyane 751,600,921 90.42% 79,654,033 9.58% 831,254,954 82.71% 0.13%
1,348,089
Re-election of Philisiwe
9 Sibiya 826,137,266 99.38% 5,119,510 0.62% 831,256,776 82.71% 0.13%
1,346,267
Re-election of Brian
10 Stevenson 828,982,564 99.73% 2,272,581 0.27% 831,255,145 82.71% 0.13%
1,347,898
11 Re-election of Fani Titi 824,797,440 99.22% 6,457,514 0.78% 831,254,954 82.71% 0.13%
1,348,089
Re-election of Richard
12 Wainwright 756,653,105 91.06% 74,242,331 8.94% 830,895,436 82.68% 0.17%
1,707,607
Re-election of Ciaran
13 Whelan 756,587,358 91.06% 74,308,147 8.94% 830,895,505 82.68% 0.17%
1,707,561
14 Election of Vanessa Olver 830,916,539 99.96% 337,542 0.04% 831,254,081 82.71% 0.13%
1,348,962
Approval of the DLC
directors’ remuneration
15 815,109,095 98.05% 16,173,486 1.95% 831,282,581 82.72% 0.13%
report for the year ended 31 1,320,584
March 2022
Approval of an amendment
16 to the DLC directors' 829,497,737 99.79% 1,769,898 0.21% 831,267,635 82.71% 0.13%
1,335,530
remuneration policy
Approval of the DLC
17 directors’ remuneration 748,162,235 90.00% 83,105,034 10.00% 831,267,269 82.71% 0.13%
policy 1,335,896
Authority to take action in
18 831,247,791 100.00% 30,176 0.00% 831,277,967 82.72% 0.13%
respect of the resolutions 1,325,076
Ordinary business: Investec Limited
Presentation of the audited
19 financial statements for the Non-voting
year ended 31 March 2022
Sanction of the interim
20 dividend paid on the 831,312,803 100.00% 10,366 0.00% 831,323,169 82.72% 0.13%
1,279,746
ordinary shares
Sanction of the interim
21 dividend paid on the SA 831,312,186 100.00% 10,545 0.00% 831,322,731 82.72% 0.13%
1,280,184
DAS share
Approval of the final
dividend on the ordinary
22 824,476,767 99.18% 6,846,145 0.82% 831,322,912 82.72% 0.13%
shares and the SA DAS 1,280,003
share
Re-appointment of Ernst &
23 802,682,841 96.56% 28,638,612 3.44% 831,321,453 82.72% 0.13%
Young Inc. as joint auditors 1,281,340
Re-appointment of KPMG
24 749,475,270 90.15% 81,843,639 9.85% 831,318,909 82.72% 0.13%
Inc. as joint auditors 1,283,884
Appointment of PwC Inc. in
25 831,070,874 99.97% 248,115 0.03% 831,318,989 82.72% 1,283,804 0.13%
a shadow capacity
Special business: Investec Limited
Authority to issue the
unissued variable rate,
redeemable, cumulative
preference shares; the
unissued non-redeemable,
non-cumulative, non-
participating preference
shares (perpetual
preference shares); the
unissued non-
26 redeemable, non- 759,132,617 91.32% 72,187,344 8.68% 831,319,961 82.72% 1,283,082 0.13%
cumulative, non-
participating preference
shares (non-redeemable
programme preference
shares); and the
redeemable, non-
participating preference
shares (redeemable
programme preference
shares)
Authority to issue the
unissued special
27 826,470,956 99.51% 4,066,945 0.49% 830,537,901 82.64% 2,065,142 0.21%
convertible redeemable
preference shares
Authority to acquire
28 814,657,864 98.25% 14,518,368 1.75% 829,176,232 82.51% 3,426,811 0.34%
ordinary shares
Authority to acquire any
redeemable, non-
participating preference
shares and non-
29 826,213,961 99.55% 3,739,966 0.45% 829,953,927 82.58% 2,649,139 0.26%
redeemable, non-
cumulative, non-
participating preference
shares
30 Financial assistance 821,054,159 98.81% 9,870,587 1.19% 830,924,746 82.68% 1,378,297 0.14%
Approval of the non-
31 executive directors’ 821,701,968 98.85% 9,564,770 1.15% 831,266,738 82.71% 1,336,255 0.13%
remuneration
Amendment to the
Investec Limited
32 831,167,401 99.98% 150,106 0.02% 831,317,507 82.72% 1,285,536 0.13%
Memorandum of
Incorporation
Ordinary Business: Investec plc
Receive the audited
33 financial statements for the 823,810,334 99.65% 2,873,934 0.35% 826,684,268 82.26% 5,918,897 0.59%
year ended 31 March 2022
Sanction of the interim
34 dividend paid on the 827,796,409 99.66% 2,784,294 0.34% 830,580,703 82.65% 2,022,462 0.20%
ordinary shares
Approval of the final
35 dividend on the ordinary 830,404,637 99.98% 175,944 0.02% 830,580,581 82.65% 2,022,462 0.20%
shares
Re-appointment of Ernst &
36 810,333,615 97.57% 20,222,954 2.43% 830,556,569 82.64% 2,022,475 0.20%
Young LLP as auditors
Authority for the Investec
plc Audit Committee to set
37 829,720,264 99.90% 817,299 0.10% 830,537,563 82.64% 2,064,420 0.21%
the remuneration of the
company’s auditors
38 Political donations 585,512,274 70.50% 244,965,122 29.50% 830,477,396 82.64% 2,125,769 0.21%
Special Business: Investec plc
Authority to allot shares
39 818,168,135 98.60% 11,624,083 1.40% 829,792,218 82.57% 2,810,825 0.28%
and other securities
Authority to purchase
40 828,318,137 99.99% 114,321 0.01% 828,432,458 82.43% 4,170,585 0.41%
ordinary shares
Authority to purchase
41 824,632,520 99.86% 1,150,315 0.14% 825,782,835 82.17% 4,713,816 0.47%
preference shares
The Board notes that at today’s AGMs the following resolution passed with a less than 80% majority: resolution 38
(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
and Investec Limited’s issued capital consists of 308,907,870 ordinary shares of ZAR0.0002 each. In accordance with
the dual listed companies’ structure, the aggregate number of voting rights which may be exercised at the AGMs was
1,004,990,488.
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 04 August 2022:
- Copies of all resolutions passed as special business at the Shareholder Meetings on 04 August 2022, 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: 04 August 2022
Sponsor: Investec Bank Limited
Date: 04-08-2022 04:30:00
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