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Results of Annual General Meetings of Ninety One plc and Ninety One Limited
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:
Total
Votes
Cast as a
Votes Votes Total Votes
Resolution Votes For % % % % of the
Against Withheld Cast
Ordinary
Shares in
Issue
Common business: Ninety One plc and Ninety One Limited
To re-elect Hendrik du Toit as
1
a director. 732,626,045 99.93 483,033 0.07 726,336 0 733,109,078 80.79
To re-elect Kim McFarland as
2
a director. 732,600,120 99.93 509,014 0.07 726,336 0 733,109,134 80.79
To re-elect Gareth Penny as a
3
director. 724,266,882 98.79 8,842,253 1.21 726,335 0 733,109,135 80.79
To re-elect Idoya
4 Basterrechea Aranda as a
director. 727,881,658 99.29 5,227,420 0.71 726,336 0 733,109,078 80.79
To re-elect Colin Keogh as a
5
director. 726,861,090 99.15 6,248,107 0.85 726,273 0 733,109,197 80.79
To re-elect Busisiwe Mabuza
6
as a director. 727,395,685 99.22 5,713,299 0.78 726,486 0 733,108,984 80.79
To re-elect Victoria Cochrane
7
as a director. 732,986,337 99.98 122,648 0.02 726,485 0 733,108,985 80.79
To re-elect Khumo Shuenyane
8
as a director. 700,355,073 99.89 745,181 0.11 32,735,216 4 701,100,254 77.27
To approve the directors'
9 remuneration report, for the
year ended 31 March 2024. 713,574,339 97.33 19,542,664 2.67 718,373 0 733,117,003 80.79
To approve the directors'
10
remuneration policy. 696,715,844 95.03 36,401,102 4.97 718,524 0 733,116,946 80.79
To approve Ninety One's
11
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
To receive and adopt the
audited annual financial
statements of Ninety One plc
12 for the year ended 31 March
2024, together with the reports
of the directors and of the
auditor of Ninety One plc. 731,610,593 100.00 1,441 0.00 2,223,437 0 731,612,034 80.63
Subject to the passing of
resolution no. 20, to declare a
13 final dividend on the ordinary
shares for the year ended 31
March 2024. 733,127,884 100.00 409 0.00 707,178 0 733,128,293 80.80
To re-appoint
PricewaterhouseCoopers LLP
of 7 More London Riverside,
London, SE1 2RT, as auditor
of Ninety One plc to hold office
14 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. 733,070,391 99.99 57,902 0.01 707,178 0 733,128,293 80.80
To authorise the Audit and
Risk Committee to set the
15
remuneration of Ninety One
plc's auditors. 732,902,001 99.97 222,041 0.03 711,429 0 733,124,042 80.80
Special business: Ninety One plc
Ordinary resolution: Directors'
16 authority to allot shares and
other securities. 675,306,853 92.11 57,815,260 7.89 713,358 0 733,122,113 80.80
Special resolution: Authority to
17 purchase own ordinary
shares. 726,791,045 99.17 6,063,170 0.83 981,256 0 732,854,215 80.77
Special resolution: Consent to
18
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
To present the audited
financial statements of Ninety
One Limited for the year
ended 31 March 2024,
together with the reports of the
19 directors, the auditor, the chair Non-voting resolution
of the Audit and Risk
Committee and the chair of
the Sustainability, Social and
Ethics Committee to the
shareholders.
Subject to the passing of
resolution no. 13, to declare a
20 final dividend on the ordinary
shares for the year ended 31
March 2024. 733,127,236 100.00 1,044 0.00 707,191 0 733,128,280 80.80
To re-appoint
PricewaterhouseCoopers Inc.
of 5 Silo Square, V&A
Waterfront, Cape Town, 8002,
South Africa, upon the
recommendation of the current
Audit and Risk Committee, as
21 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. 732,988,905 99.98 136,190 0.02 710,376 0 733,125,095 80.80
Election of Audit and Risk
Committee members.
i. Victoria Cochrane
22 732,934,837 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
Authorising the directors to
issue up to 5% of the issued
23
ordinary shares in Ninety One
Limited. 675,586,891 92.15 57,536,645 7.85 711,935 0 733,123,536 80.80
General authority to issue
24
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
Special resolution 1 - Authority
25 to acquire ordinary shares of
Ninety One Limited. 724,641,703 98.85 8,418,014 1.15 775,754 0 733,059,717 80.79
Special resolution 2 - Financial
26
Assistance. 721,566,182 98.42 11,548,606 1.58 720,682 0 733,114,788 80.79
Special resolution 3 - Non-
27 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.
26 July 2024
JSE Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
+27 (0) 115 070 300
Date: 26-07-2024 02:30:00
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