Result of AGM
Investec Limited
(Incorporated in the Republic of South Africa)
(Reg no: 1925/002833/06)
Share code: INL
ISIN code: ZAE000040531
Investec plc
(Incorporated in the United Kingdom)
(Registration number: 363621)
Share code: INP
ISIN: GB0031773103
Investec plc Annual General Meeting - Investec Ltd Annual General Meeting
We advise the following results of the business conducted at the meetings of
shareholders of Investec Ltd ('Ltd') and Investec plc ('plc') both held on 11
August 2005.
The final proxy positions for each company is detailed in the Appendix. As
required by the Dual Listed Company ('DLC') Structure, a poll was conducted on
each of the proposed resolutions. Because of the nature of that structure, the
poll results for each company on the further Joint Electorate Actions are
identical.
The poll results were:
Votes For Votes Votes Result
Against Abstain
RESOLUTION
VOTES VOTES
VOTES FOR AGAINST ABSTAIN RESULT
Investec Limited
Ordinary Business : Ordinary
Resolutions
To receive and adopt the audited
financial statements of Investec
Limited for the year ended 31 March Carried
2005 together with the reports of the
directors of Investec Limited and of
the auditors of Investec Limited. 73,171,926 25,936 1,977,359
To determine, ratify and approve the
remuneration of the directors of Carried
Investec Limited for the year ended
31 March 2005 72,854,668 354,584 1,965,968
To sanction the interim dividend paid
by Investec Limited on the ordinary
shares in Investec Limited for the Carried
six month period ended
30 September 2004 74,290,728 0 884,493
To sanction the interim dividend paid
by Investec Limited on the SA DAS Carried
share for the six month period ended
30 September 2004 74,290,728 0 884,493
To declare a final dividend on the
ordinary shares of Investec Limited Carried
for the year ended 31 March 2005 74,290,728 0 884,493
To declare a final dividend on the SA
DAS share of Investec Limited for the Carried
year ended 31 March 2005 74,290,728 0 884,493
To re-elect Geoffrey Michael Thomas
Howe as a director of Investec Carried
Limited and Investec plc. 1 74,527,703 9,700 637,818
To re-elect Haruko Fukuda OBE as a
director of Investec Limited and Carried
Investec plc. 1 74,527,699 9,700 637,822
To re-elect Sir John Chippendale
Lindley Keswick as a director of Carried
Investec Limited and Investec plc. 1 74,527,256 10,143 637,822
To re-elect Mangalani Peter Malungani
as a director of Investec Limited and Carried
Investec plc. 1 72,912,516 146,930 2,115,774
To re-elect Peter Richard Suter
Thomas as a director of Investec Carried
Limited and Investec plc. 1 73,988,476 355,829 830,916
To re-elect Cheryl Ann Carolus as a
director of Investec Limited and Carried
Investec plc. 1 74,527,703 9,700 637,818
To reappoint Ernst & Young CA(SA) and
KPMG Inc. as auditors of Investec
Limited and to authorise the Carried
directors of Investec Limited to fix
the remuneration of the auditors 73,539,253 266,016 1,369,951
Special Business: Ordinary
Resolutions
To place the authorised but unissued
ordinary shares of Investec Limited Carried
under the control of the directors of
Investec Limited 70,453,501 3,702,496 1,019,224
To place the authorised but unissued
shares (excluding the ordinary
shares) of Investec Limited under the Carried
control of the directors of Investec
Limited 73,177,344 965,983 1,031,894
General authority to issue shares in Carried
Investec Limited for cash 69,260,129 4,806,021 1,109,071
Special Business: Special Resolutions
Authority for acquisition of own Carried
shares by Investec Limited 73,663,668 350,028 1,161,524
Ordinary Business: Investec plc
To receive and adopt the audited
financial statements for the year
ended 31 March 2005 and reports of Carried
the directors and auditors of
Investec plc 74,056,285 25,930 1,093,006
To approve the Remuneration Report of Carried
Investec plc 73,906,947 341,932 926,341
To sanction the interim dividend paid
by Investec plc on the ordinary Carried
shares in Investec plc for the six
month period ended 30 September 2004 75,175,081 0 140
To declare a final dividend on the
ordinary shares of Investec plc for Carried
the year ended 31 March 2005 75,175,077 0 144
To reappoint Ernst & Young LLP as
auditors of Investec plc and to Carried
authorise the directors of Investec
plc to fix their remuneration 74,102,860 266,012 806,348
Special Business: Investec plc
Investec plc Section 80 authority - Carried
ordinary shares 63,242,264 11,295,839 637,118
Investec plc Section 89 Carried
disapplication 74,060,858 519,224 595,139
Authority for market purchases of Carried
shares by Investec plc 75,155,266 8,540 11,415
Increase in the authorised share
capital of Investec plc by the Carried
creation of 1,000,000 non-cumulative
perpetual preference shares 74,907,645 156,769 110,807
Adoption of the new Articles of Carried
Association of Investec plc 74,907,556 156,843 110,822
Investec plc Section 80 authority - Carried
preference shares 74,270,746 156,843 747,632
1 These results are an aggregation of the results of the voting on Resolutions
7 to 12 in the Investec Limited notice and Resolutions 16 to 21 in the Investec
plc Notice re-appointing G M T Howe, H Fukuda, Sir Chips Keswick, M P
Malungani, P R S Thomas and C A Carolus as directors of Investec Limited and
Investec plc respectively. The Board has determined that these resolutions are
equivalent in nature and effect and accordingly serve to re-appoint those
directors to the Boards of both Investec Limited and Investec plc.
Richard John Vardy Selwyn Noik
Company Secretary Company Secretary
Investec plc Investec Limited
APPENDIX A
Investec Limited Investec plc
To receive and adopt the audited financial
statements of Investec Limited for the year
ended 31 March 2005 together with the reports of
the directors of Investec Limited and of the
auditors of Investec Limited.
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 45,519,026
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,417,858 43,514,356
Was to vote
against the
resolution 0 25,936
Was to
abstain on
the
resolution 70 1,977,289
May vote at
the proxy's
discretion N/A 1,445
To determine, ratify and approve the
remuneration of the directors of Investec
Limited for the year ended 31 March 2005
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 45,519,145
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,171,465 43,443,492
Was to vote
against the
resolution 1,615 352,968
Was to
abstain on
the
resolution 244,848 1,721,120
May vote at
the proxy's
discretion N/A 1,565
To sanction the interim dividend paid by
Investec Limited on the ordinary shares in
Investec Limited for the six month period ended
30 September 2004
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 45,519,026
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,417,858 44,633,158
Was to vote
against the
resolution 0 0
Was to
abstain on
the
resolution 70 884,423
May vote at
the proxy's
discretion N/A 1,445
To sanction the interim dividend paid by
Investec Limited on the SA DAS share for the six
month period ended 30 September 2004
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 45,519,026
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,417,858 44,633,158
Was to vote
against the
resolution 0 0
Was to
abstain on
the
resolution 70 884,423
May vote at
the proxy's
discretion N/A 1,445
To declare a final dividend on the ordinary
shares of Investec Limited for the year ended
31 March 2005
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 45,519,026
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,417,858 44,633,158
Was to vote
against the
resolution 0 0
Was to
abstain on
the
resolution 70 884,423
May vote at
the proxy's
discretion N/A 1,445
To declare a final dividend on the SA DAS share
of Investec Limited for the year ended 31 March
2005
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 45,519,026
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,417,858 44,633,158
Was to vote
against the
resolution 0 0
Was to
abstain on
the
resolution 70 884,423
May vote at
the proxy's
discretion N/A 1,445
To re-elect Geoffrey Michael Thomas Howe as a
director of Investec Limited
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 N/A
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,182,744 N/A
Was to vote
against the
resolution 0 N/A
Was to
abstain on
the
resolution 235,184 N/A
May vote at
the proxy's
discretion N/A N/A
To re-elect Haruko Fukuda OBE as a director of
Investec Limited
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 N/A
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,182,740 N/A
Was to vote
against the
resolution 0 N/A
Was to
abstain on
the
resolution 235,188 N/A
May vote at
the proxy's
discretion N/A N/A
To re-elect Sir John Chippendale Lindley Keswick
as a director of Investec Limited
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 N/A
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,182,740 N/A
Was to vote
against the
resolution 0 N/A
Was to
abstain on
the
resolution 235,188 N/A
May vote at
the proxy's
discretion N/A N/A
To re-elect Mangalani Peter Malungani as a
director of Investec Limited
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 N/A
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,167,740 N/A
Was to vote
against the
resolution 0 N/A
Was to
abstain on
the
resolution 250,188 N/A
May vote at
the proxy's
discretion N/A N/A
To re-elect Peter Richard Suter Thomas as a
director of Investec Limited
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 N/A
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,156,468 N/A
Was to vote
against the
resolution 11,272 N/A
Was to
abstain on
the
resolution 250,188 N/A
May vote at
the proxy's
discretion N/A N/A
To re-elect Cheryl Ann Carolus as a director of
Investec Limited
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 N/A
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,182,744 N/A
Was to vote
against the
resolution 0 N/A
Was to
abstain on
the
resolution 235,184 N/A
May vote at
the proxy's
discretion N/A N/A
To reappoint Ernst & Young CA(SA) and KPMG Inc.
as auditors of Investec Limited and to authorise
the directors of Investec Limited to fix the
remuneration of the auditors
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 45,519,025
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,008,428 44,291,113
Was to vote
against the
resolution 174,316 91,700
Was to
abstain on
the
resolution 235,184 1,134,767
May vote at
the proxy's
discretion N/A 1,445
Special Business : Ordinary Resolutions
To place the authorised but unissued ordinary
shares of Investec Limited under the control of
the directors of Investec Limited
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 45,519,026
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 26,498,221 42,715,568
Was to vote
against the
resolution 1,919,637 1,782,859
Was to
abstain on
the
resolution 70 1,019,154
May vote at
the proxy's
discretion N/A 1,445
To place the authorised but unissued shares
(excluding the ordinary shares) of Investec
Limited under the control of the directors of
Investec Limited
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 45,519,026
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 27,772,614 44,165,018
Was to vote
against the
resolution 645,244 320,739
Was to
abstain on
the
resolution 70 1,031,824
May vote at
the proxy's
discretion N/A 1,445
General authority to issue shares in Investec
Limited for cash
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,931 45,519,026
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 26,502,206 41,518,214
Was to vote
against the
resolution 1,904,380 2,901,641
Was to
abstain on
the
resolution 11,345 1,097,726
May vote at
the proxy's
discretion N/A 1,445
Special Business : Special Resolutions
Authority for acquisition of own shares by
Investec Limited
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 45,518,225
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,409,588 44,014,368
Was to vote
against the
resolution 8,270 341,758
Was to
abstain on
the
resolution 70 1,161,454
May vote at
the proxy's
discretion N/A 645
Investec plc: Ordinary Business
To receive and adopt the audited financial
statements for the year ended 31 March 2005 and
reports of the directors and auditors of
Investec plc
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 45,518,226
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,417,858 44,398,715
Was to vote
against the
resolution 0 25,930
Was to
abstain on
the
resolution 70 1,092,936
May vote at
the proxy's
discretion N/A 645
To approve the Remuneration Report of Investec
plc
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 45,518,225
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,246,595 44,420,641
Was to vote
against the
resolution 0 341,931
Was to
abstain on
the
resolution 171,333 755,008
May vote at
the proxy's
discretion N/A 645
To sanction the interim dividend paid by
Investec plc on the ordinary shares in Investec
plc for the six month period ended
30 September 2004
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 45,518,226
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,417,858 45,517,511
Was to vote
against the
resolution 0 0
Was to
abstain on
the
resolution 70 70
May vote at
the proxy's
discretion N/A 645
To declare a final dividend on the ordinary
shares of Investec plc for the year ended
31 March 2005
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 45,518,226
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,417,854 45,517,511
Was to vote
against the
resolution 0 0
Was to
abstain on
the
resolution 74 70
May vote at
the proxy's
discretion N/A 645
To re-elect Geoffrey Michael Thomas Howe as a
director of Investec plc
Total number of proxy votes exercisable by all
proxies validly appointed 45,518,226
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution N/A 45,105,247
Was to vote
against the
resolution N/A 9,700
Was to
abstain on
the
resolution N/A 402,634
May vote at
the proxy's
discretion N/A 645
To re-elect Haruko Fukuda OBE as a director of
Investec plc
Total number of proxy votes exercisable by all
proxies validly appointed 45,518,226
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution N/A 45,105,247
Was to vote
against the
resolution N/A 9,700
Was to
abstain on
the
resolution N/A 402,634
May vote at
the proxy's
discretion N/A 645
To re-elect Sir John Chippendale Lindley Keswick
as a director of Investec plc
Total number of proxy votes exercisable by all
proxies validly appointed 45,518,226
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution N/A 45,104,804
Was to vote
against the
resolution N/A 10,143
Was to
abstain on
the
resolution N/A 402,634
May vote at
the proxy's
discretion N/A 645
To re-elect Mangalani Peter Malungani as a
director of Investec plc
Total number of proxy votes exercisable by all
proxies validly appointed 46,000,640
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution N/A 43,505,064
Was to vote
against the
resolution N/A 146,930
Was to
abstain on
the
resolution N/A 1,865,586
May vote at
the proxy's
discretion N/A 483,060
To re-elect Peter Richard Suter Thomas as a
director of Investec plc
Total number of proxy votes exercisable by all
proxies validly appointed 46,000,641
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution N/A 44,592,296
Was to vote
against the
resolution N/A 344,557
Was to
abstain on
the
resolution N/A 580,728
May vote at
the proxy's
discretion N/A 483,060
To re-elect Cheryl Ann Carolus as a director of
Investec plc
Total number of proxy votes exercisable by all
proxies validly appointed 46,000,641
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution N/A 45,105,247
Was to vote
against the
resolution N/A 9,700
Was to
abstain on
the
resolution N/A 402,634
May vote at
the proxy's
discretion N/A 483,060
To reappoint Ernst & Young LLP as auditors of
Investec plc and to authorise the directors of
Investec plc to fix their remuneration
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 46,000,640
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,008,432 44,854,716
Was to vote
against the
resolution 174,312 91,700
Was to
abstain on
the
resolution 235,184 571,164
May vote at
the proxy's
discretion N/A 483,060
Special Business: Ordinary Resolutions
Investec plc Section 80 authority - ordinary
shares
Total number of proxy votes exercisable by all
proxies validly appointed 46,000,641
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 23,899,515 38,103,037
Was to vote
against the
resolution 4,347,084 6,948,755
Was to
abstain on
the
resolution 171,329 465,789
May vote at
the proxy's
discretion N/A 483,060
Special Business : Special Resolutions
Investec plc Section 89 disapplication
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 46,000,641
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,054,687 44,766,459
Was to vote
against the
resolution 191,908 327,316
Was to
abstain on
the
resolution 171,333 423,806
May vote at
the proxy's
discretion N/A 483,060
Authority for market purchases of shares by
Investec plc
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 46,000,641
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,398,313 45,517,241
Was to vote
against the
resolution 8,270 270
Was to
abstain on
the
resolution 11,345 70
May vote at
the proxy's
discretion N/A 483,060
Ordinary Resolution
Increase in the authorised share capital of
Investec plc by the creation of 1,000,000
non-cumulative perpetual preference shares
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 46,000,641
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,342,728 45,325,205
Was to vote
against the
resolution 75,130 81,639
Was to
abstain on
the
resolution 70 110,737
May vote at
the proxy's
discretion N/A 483,060
Special Resolution
Adoption of the new Articles of Association of
Investec plc
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 46,000,641
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,342,650 45,325,194
Was to vote
against the
resolution 75,204 81,639
Was to
abstain on
the
resolution 74 110,748
May vote at
the proxy's
discretion N/A 483,060
Ordinary Resolution
Investec plc Section 80 authority - preference
shares
Total number of proxy votes exercisable by all
proxies validly appointed 28,417,928 46,000,641
Total number of proxy votes in respect of which
the appointments specified that the proxy-
Was to vote
for the
resolution 28,171,395 44,859,639
Was to vote
against the
resolution 75,204 81,639
Was to
abstain on
the
resolution 171,329 576,303
May vote at
the proxy's
discretion N/A 483,060
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