EGM Statement
Investec PLC
21 November 2002
21 November 2002
Investec plc
Investec plc Extraordinary 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 20 November 2002.
The final proxy positions for each company is detailed in the Appendix. As required by the Dual Listed Company
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 Joint Electorate Actions are identical.
The poll results were:
Business Votes For Votes Against Votes Abstain Result
• Adoption of annual financial 59,076,466 207 4,717 Carried
statements reports of directors
and auditors of Ltd (an ordinary
resolution)
• Sanction of dividends paid by 58,160,906 207 920,277 Carried
Ltd (an ordinary resolution)
• Approval of remuneration of 57,822,043 4,998 1,254,349 Carried
directors of Ltd (an ordinary
resolution)
• Re-appointment of Ernst & Young
LLP and Ernst & Young CA(SA) and
KPMG Inc as auditors of plc and
Ltd respectively and to authorise
the directors of plc and Ltd
respectively to fix the
remuneration of the auditors (an
ordinary resolution) 58,921,687 4,791 154,912 Carried
• Placement of the authorised 57,224,271 1,852,402 4,717 Carried
unissued shares of Ltd under the
control of Ltd's directors (an
ordinary resolution)
• General authorisation to issue 57,099,398 1,977,275 4,717 Carried
shares in Ltd for cash (an
ordinary resolution)
• Section 80 authorisation for plc
(an ordinary resolution) 57,473,341 1,603,332 4,717 Carried
• Amendment of Ltd's authorised 59,076,673 0 4,717 Carried
share capital (a special
resolution)
• Amendment to paragraph 8(a) of 59,076,673 0 4,717 Carried
Ltd's Memorandum of Association (a
special resolution)
• Amendment to Article 85 of Ltd's 59,076,673 0 4,717 Carried
Articles of Association (a special
resolution)
• Adoption and inclusion of
Article 86 into Ltd's Articles of
Association (a special resolution) 58,627,802 448,871 4,717 Carried
• Amendment to the definition of 58,627,639 449,034 4,717 Carried
'Limited Entrenched Provision' in
Article 2 of Ltd's Articles of
Association (a special resolution)
• Amendment to Article 85 of plc's 59,076,673 0 4,717 Carried
Articles of Association (a special
resolution)
• Adoption and inclusion of 58,627,639 449,034 4,717 Carried
Article 86 into plc's Articles of
Association (a special resolution)
• Amendment to the definition of 58,669,983 406,690 4,717 Carried
'PLC Entrenched Provision' in
Article 2 of plc's Articles of
Association(a special resolution)
• Amendment to the definition of 59,034,329 42,344 4,717 Carried
'rights issue' in Article 12.5 of
plc's Articles of Association (a
special resolution)
• Section 89 disapplication for 57,585,179 1,491,494 4,717 Carried
plc (a special resolution)
• Authority for acquisition of own 58,151,063 2,850 927,477 Carried
shares by Ltd (a special
resolution)
• Authority for market purchases 59,066,764 2,709 11,917 Carried
of shares by plc (a special
resolution)
R J Vardy, Company Secretary
Investec plc
S Noik, Company Secretary
Investec Ltd
Appendix
Final Proxy Position
Ltd plc
Adoption of annual financial statements reports of directors
and auditors of Ltd
• Total number of proxy votes exercisable by all proxies 21,487,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 21,482,458 31,589,506
• Was to vote against the resolution 0 207
• Was to abstain on the resolution 4,717 0
• May vote at the proxy's discretion N/A 1,939
Sanction of dividends paid by Ltd
• Total number of proxy votes exercisable by all proxies 21,487,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 21,482,458 30,673,946
• Was to vote against the resolution 0 207
• Was to abstain on the resolution 4,717 915,560
• May vote at the proxy's discretion N/A 1,939
Approval of remuneration of directors of Ltd
• Total number of proxy votes exercisable by all proxies 21,487,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 21,314,465 30,502,913
• Was to vote against the resolution 0 4,998
• Was to abstain on the resolution 172,710 1,081,639
• May vote at the proxy's discretion N/A 2,102
Re-appointment of Ernst & Young LLP and Ernst & Young CA(SA)
and KPMG Inc as auditors of plc and Ltd respectively and to
authorise the directors of plc and Ltd respectively to fix the
remuneration of the auditors
• Total number of proxy votes exercisable by all proxies 21,487,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 21,332,263 31,584,759
• Was to vote against the resolution 0 4,791
• Was to abstain on the resolution 154,912 0
• May vote at the proxy's discretion N/A 2,102
Placement of the authorised unissued shares of Ltd under the
control of Ltd's directors
• Total number of proxy votes exercisable by all proxies 21,487,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 20,962,679 30,256,927
• Was to vote against the resolution 519,779 1,332,623
• Was to abstain on the resolution 4,717 0
• May vote at the proxy's discretion N/A 2,102
General authorisation to issue shares in Ltd for cash
• Total number of proxy votes exercisable by all proxies 21,487,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 20,837,926 30,256,970
• Was to vote against the resolution 644,532 1,332,743
• Was to abstain on the resolution 4,717 0
• May vote at the proxy's discretion N/A 1,939
Section 80 authorisation for plc
• Total number of proxy votes exercisable by all proxies 21,487,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 21,208,833 30,259,799
• Was to vote against the resolution 273,625 1,329,707
• Was to abstain on the resolution 4,717 0
• May vote at the proxy's discretion N/A 2,146
Amendment of Ltd's authorised share capital
• Total number of proxy votes exercisable by all proxies 21,487,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 21,482,458 31,589,506
• Was to vote against the resolution 0 0
• Was to abstain on the resolution 4,717 0
• May vote at the proxy's discretion N/A 2,146
Amendment to paragraph 8(a) of Ltd's Memorandum of Association
• Total number of proxy votes exercisable by all proxies 21,487,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 21,482,458 31,589,343
• Was to vote against the resolution 0 0
• Was to abstain on the resolution 4,717 0
• May vote at the proxy's discretion N/A 2,309
Amendment to Article 85 of Ltd's Articles of Association
• Total number of proxy votes exercisable by all proxies 21,487,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 21,482,458 31,589,506
• Was to vote against the resolution 0 0
• Was to abstain on the resolution 4,717 0
• May vote at the proxy's discretion N/A 2,146
Adoption and inclusion of Article 86 into Ltd's Articles of
Association
• Total number of proxy votes exercisable by all proxies 21,487,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 21,474,750 31,148,343
• Was to vote against the resolution 7,708 441,163
• Was to abstain on the resolution 4,717 0
• May vote at the proxy's discretion N/A 2,146
Amendment to the definition of 'Limited Entrenched Provision'
in Article 2 of Ltd's Articles of Association
• Total number of proxy votes exercisable by all proxies 21,487,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 21,474,750 31,148,180
• Was to vote against the resolution 7,708 441,326
• Was to abstain on the resolution 4,717 0
• May vote at the proxy's discretion N/A 2,146
Amendment to Articles 85 of plc's Articles of Association
• Total number of proxy votes exercisable by all proxies 21,487,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 21,482,458 31,589,343
• Was to vote against the resolution 0 0
• Was to abstain on the resolution 4,717 0
• May vote at the proxy's discretion N/A 2,309
Adoption and inclusion of Article 86 into plc's Articles of
Association
• Total number of proxy votes exercisable by all proxies 21,487,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 21,474,750 31,148,180
• Was to vote against the resolution 7,708 441,326
• Was to abstain on the resolution 4,717 0
• May vote at the proxy's discretion 0 2,146
Amendment to the definition of 'PLC Entrenched Provision' in
Article 2 of plc's Articles of Association
• Total number of proxy votes exercisable by all proxies 21,487,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 21,474,750 31,190,361
• Was to vote against the resolution 7,708 398,982
• Was to abstain on the resolution 4,717 0
• May vote at the proxy's discretion N/A 2,309
Amendment to the definition of 'rights issue' in Article 12.5
of plc's Articles of Association
• Total number of proxy votes exercisable by all proxies 21,482,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 21,482,458 31,547,162
• Was to vote against the resolution 0 42,344
• Was to abstain on the resolution 4,717 0
• May vote at the proxy's discretion N/A 2,146
Section 89 disapplication for plc
• Total number of proxy votes exercisable by all proxies 21,482,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 21,248,257 30,332,050
• Was to vote against the resolution 234,201 1,257,293
• Was to abstain on the resolution 4,717 0
• May vote at the proxy's discretion N/A 2,309
Authority for acquisition of own shares by Ltd
• Total number of proxy votes exercisable by all proxies 21,487,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 21,482,458 30,663,896
• Was to vote against the resolution 0 2,850
• Was to abstain on the resolution 4,717 922,760
• May vote at the proxy's discretion N/A 2,146
Authority for market purchases of shares by plc
• Total number of proxy votes exercisable by all proxies 21,487,175 31,591,652
validly appointed
• Total number of proxy votes in respect of which the
appointments specified that the proxy-
• Was to vote for the resolution 21,482,458 31,579,597
• Was to vote against the resolution 0 2,709
• Was to abstain on the resolution 4,717 7,200
• May vote at the proxy's discretion N/A 2,146
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