Result of AGM
Investec PLC
20 August 2004
20 August 2004
Investec plc
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 19
August 2004.
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:
Votes For Votes Votes Result
Against Abstain
Ordinary Business : Ordinary Resolutions
1 To receive and adopt the audited 63,441,614 15,259 446,500 Carried
financial statements of Investec Limited
for the year ended 31 March 2004 and the
reports of the directors and auditors of
Investec Limited
2 To determine, ratify and approve the 62,311,705 1,260,713 330,955 Carried
remuneration of the directors of Investec
Limited for the year ended 31 March 2004
3 To sanction the interim dividend paid by 63,859,677 43,000 696 Carried
Investec Limited on the ordinary shares
in Investec Limited for the six month
period ended 30 September 2003
4 To sanction the interim dividend paid by 63,901,762 915 696 Carried
Investec Limited on the SA DAN share and
the SA DAS share for the six month period
ended 30 September 2004
5 To declare a final dividend on the 63,902,677 0 696 Carried
ordinary shares of Investec Limited for
the year ended 31 March 2004
6 To re-elect Hugh Sidney Herman as a 62,655,779 203,518 1,044,076 Carried
director of Investec Limited in
accordance with the provisions of the
Articles of Association of Investec
Limited
7 To re-elect Alan Tapnack as a director of 63,664,153 12,000 227,220 Carried
Investec Limited in accordance with the
provisions of the Articles of Association
of Investec Limited
8 To re-elect George Francis Onslow Alford 63,544,061 12,000 347,312 Carried
as a director of Investec Limited in
accordance with the provisions of the
Articles of Association of Investec
Limited
9 To re-elect Glynn Robert Burger as a 63,664,153 12,000 227,220 Carried
director of Investec Limited in
accordance with the provisions of the
Articles of Association of Investec
Limited
10 To re-elect Ian Robert Kantor as a 62,755,825 223,627 923,921 Carried
director of Investec Limited in
accordance with the provisions of the
Articles of Association of Investec
Limited
11 To re-elect Samuel Ellis Abrahams as a 63,319,957 203,518 379,898 Carried
director of Investec Limited in
accordance with the provisions of the
Articles of Association of Investec
Limited
12 To re-elect Fani Titi, whose appointment 62,775,664 203,518 923,920 Carried
as a director terminates at the end of
the Annual General Meeting, as a director
of Investec Limited in accordance with
the provisions of the Articles of
Association of Investec Limited
13 To reappoint Ernst & Young CA(SA) and 63,514,171 37,877 351,325 Carried
KPMG Inc. as auditors of Investec Limited
and to authorise the directors of
Investec Limited to fix the remuneration
of the auditors
Special Business : Ordinary Resolutions
14 To place the authorised but unissued 29,244,849 34,439,980 218,544 Not
shares of Investec Limited under the carried
control of the directors of Investec
Limited
15 General authority to issue shares in 35,835,123 28,064,144 4,106 Not
Investec Limited for cash carried
16 Amendment to the trust deed and rules of 50,166,363 13,500,303 236,707 Carried
The Investec Limited Security Purchase
and Option Scheme Trust
Special Business : Special Resolutions
17 Authority for acquisition of own shares 62,106,515 1,124,732 671,976 Carried
by Investec Limited
18 Deletion and substitution of present 59,844,503 17,240 4,041,480 Carried
Article 10 of the Articles of Association
of Investec Limited
19 To receive and adopt the audited 63,072,480 15,259 815,634 Carried
financial statements and reports of the
directors and auditors of Investec plc
20 To approve the Remuneration Report of 61,956,104 1,218,230 729,039 Carried
Invetsec plc
21 To sanction the interim dividend paid by 63,463,288 0 440,085 Carried
Investec plc on the ordinary shares in
Investec plc for the six month period
ended 30 September 2003
22 To declare a final dividend on the 63,463,447 0 439,926 Carried
ordinary shares of Investec plc for the
year ended 31 March 2004
23 To re-elect Hugh Sidney Herman as a 62,216,549 203,518 1,483,306 Carried
director of Investec plc
24 To re-elect Alan Tapnack as a director of 63,224,923 12,000 666,450 Carried
Investec plc
25 To re-elect George Francis Onslow Alford 63,104,388 12,443 786,542 Carried
as a director of Investec plc
26 To re-elect Glynn Robert Burger as a 63,224,923 12,000 666,450 Carried
director of Investec plc
27 To re-elect Ian Robert Kantor as a 62,316,152 224,070 1,363,151 Carried
director of Investec plc
28 To re-elect Samuel Ellis Abrahams as a 62,880,727 203,518 819,128 Carried
director of Investec plc
29 To re-elect Fani Titi as a director of 62,336,546 203,518 1,363,309 Carried
Investec plc
30 To reappoint Ernst & Young LLP as 63,074,670 12,271 816,432 Carried
auditors of Investec plc and to authorise
the directors of Investec plc to fix
their remuneration
Special Business : Ordinary Resolutions
31 Investec plc Section 80 authority 33,761,496 29,618,251 523,626 Carried
Special Business : Special Resolutions
32 Investec plc Section 89 disapplication 57,358,885 6,022,539 521,799 Carried
33 Authority for market purchases of shares 62,287,097 1,613,910 2,216 Carried
by Investec plc
34 Amendments to the Articles of Association 63,859,470 271 43,482 Carried
of Investec plc
Richard John Vardy Selwyn Noik
Company Secretary Company Secretary
Investec plc Investec Limited
APPENDIX A
Investec Investec
Limited plc
To receive and adopt the audited
financial statements of Investec
Limited for the year ended
31 March 2004 and the reports of
the directors and auditors of
Investec Limited
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,988,441 37,430,241
resolution
Was to vote against the 0 15,259
resolution
Was to abstain on the 0 446,500
resolution
May vote at the proxy's N/A 3,221,443
discretion
To determine, ratify and approve
the remuneration of the directors
of Investec Limited for the year
ended 31 March 2004
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,842,956 36,446,088
resolution
Was to vote against the 0 1,260,442
resolution
Was to abstain on the 145,485 185,470
resolution
May vote at the proxy's N/A 3,221,443
discretion
To sanction the interim dividend
paid by Investec Limited on the
ordinary shares in Investec Limited
for the six month period ended
30 September 2003
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,988,441 37,848,304
resolution
Was to vote against the 0 43,000
resolution
Was to abstain on the 0 696
resolution
May vote at the proxy's N/A 3,221,443
discretion
To sanction the interim dividend
paid by Investec Limited on the SA
DAN share and the SA DAS share for
the six month period ended
30 September 2004
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,988,441 37,890,389
resolution
Was to vote against the 0 915
resolution
Was to abstain on the 0 696
resolution
May vote at the proxy's N/A 3,221,443
discretion
To declare a final dividend on the
ordinary shares of Investec Limited
for the year ended 31 March 2004
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,988,441 37,891,304
resolution
Was to vote against the 0 0
resolution
Was to abstain on the 0 696
resolution
May vote at the proxy's N/A 3,221,443
discretion
To re-elect Hugh Sidney Herman as a
director of Investec Limited in
accordance with the provisions of
the Articles of Association of
Investec Limited
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,763,946 36,868,901
resolution
Was to vote against the 0 203,518
resolution
Was to abstain on the 224,495 819,581
resolution
May vote at the proxy's N/A 3,221,443
discretion
To re-elect Alan Tapnack as a
director of Investec Limited in
accordance with the provisions of
the Articles of Association of
Investec Limited
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,884,102 37,757,119
resolution
Was to vote against the 0 12,000
resolution
Was to abstain on the 104,339 122,881
resolution
May vote at the proxy's N/A 3,221,443
discretion
To re-elect George Francis Onslow
Alford as a director of Investec
Limited in accordance with the
provisions of the Articles of
Association of Investec Limited
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,763,946 37,757,183
resolution
Was to vote against the 0 12,000
resolution
Was to abstain on the 224,495 122,817
resolution
May vote at the proxy's N/A 3,221,443
discretion
To re-elect Glynn Robert Burger as
a director of Investec Limited in
accordance with the provisions of
the Articles of Association of
Investec Limited
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,884,102 37,757,119
resolution
Was to vote against the 0 12,000
resolution
Was to abstain on the 104,339 122,881
resolution
May vote at the proxy's N/A 3,221,443
discretion
To re-elect Ian Robert Kantor as a
director of Investec Limited in
accordance with the provisions of
the Articles of Association of
Investec Limited
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,863,993 36,868,901
resolution
Was to vote against the 20,109 203,518
resolution
Was to abstain on the 104,339 275,559
resolution
May vote at the proxy's N/A 3,221,443
discretion
To re-elect Samuel Ellis Abrahams
as a director of Investec Limited
in accordance with the provisions
of the Articles of Association of
Investec Limited
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,884,102 37,412,923
resolution
Was to vote against the 0 203,518
resolution
Was to abstain on the 104,339 275,559
resolution
May vote at the proxy's N/A 3,221,443
discretion
To re-elect Fani Titi, whose
appointment as a director
terminates at the end of the Annual
General Meeting, as a director of
Investec Limited in accordance with
the provisions of the Articles of
Association of Investec Limited
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,884,102 36,868,630
resolution
Was to vote against the 0 203,518
resolution
Was to abstain on the 104,339 819,581
resolution
May vote at the proxy's N/A 3,221,714
discretion
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 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,884,102 37,607,137
resolution
Was to vote against the 25,877 12,000
resolution
Was to abstain on the 78,462 272,863
resolution
May vote at the proxy's N/A 3,221,443
discretion
Special Business : Ordinary
Resolutions
To place the authorised but
unissued shares of Investec Limited
under the control of the directors
of Investec Limited
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 5,385,567 17,836,351
resolution
Was to vote against the 14,386,339 20,053,641
resolution
Was to abstain on the 216,535 2,008
resolution
May vote at the proxy's N/A 3,221,443
discretion
General authority to issue shares
in Investec Limited for cash
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 7,675,142 22,137,050
resolution
Was to vote against the 12,313,299 15,750,844
resolution
Was to abstain on the 0 4,106
resolution
May vote at the proxy's N/A 3,221,443
discretion
Amendment to the trust deed and
rules of The Investec Limited
Security Purchase and Option Scheme
Trust
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 14,358,256 29,785,176
resolution
Was to vote against the 5,524,878 7,975,425
resolution
Was to abstain on the 105,307 131,399
resolution
May vote at the proxy's N/A 3,221,443
discretion
Special Business : Special
Resolutions
Authority for acquisition of own
shares by Investec Limited
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,572,226 36,511,508
resolution
Was to vote against the 416,215 708,516
resolution
Was to abstain on the 0 671,976
resolution
May vote at the proxy's N/A 3,221,443
discretion
Deletion and substitution of
present Article 10 of the Articles
of Association of Investec Limited
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 18,156,670 35,665,052
resolution
Was to vote against the 16,325 915
resolution
Was to abstain on the 1,815,446 2,226,033
resolution
May vote at the proxy's N/A 3,221,443
discretion
To receive and adopt the audited
financial statements and reports of
the directors and auditors of
Investec plc
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,745,486 37,304,805
resolution
Was to vote against the 0 15,259
resolution
Was to abstain on the 242,955 572,679
resolution
May vote at the proxy's N/A 3,220,700
discretion
To approve the Remuneration Report
of Invetsec plc
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,884,028 36,050,038
resolution
Was to vote against the 74 1,217,885
resolution
Was to abstain on the 104,339 624,700
resolution
May vote at the proxy's N/A 3,220,820
discretion
To sanction the interim dividend
paid by Investec plc on the
ordinary shares in Investec plc for
the six month period ended
30 September 2003
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,988,282 37,452,817
resolution
Was to vote against the 0 0
resolution
Was to abstain on the 159 439,926
resolution
May vote at the proxy's N/A 3,220,700
discretion
To declare a final dividend on the
ordinary shares of Investec plc for
the year ended 31 March 2004
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,988,441 37,452,817
resolution
Was to vote against the 0 0
resolution
Was to abstain on the 0 439,926
resolution
May vote at the proxy's N/A 3,220,700
discretion
To re-elect Hugh Sidney Herman as a
director of Investec plc
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,763,946 36,430,414
resolution
Was to vote against the 0 203,518
resolution
Was to abstain on the 224,495 1,258,811
resolution
May vote at the proxy's N/A 3,220,700
discretion
To re-elect Alan Tapnack as a
director of Investec plc
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,884,102 37,318,632
resolution
Was to vote against the 0 12,000
resolution
Was to abstain on the 104,339 562,111
resolution
May vote at the proxy's N/A 3,220,700
discretion
To re-elect George Francis Onslow
Alford as a director of Investec
plc
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,763,946 37,318,253
resolution
Was to vote against the 0 12,443
resolution
Was to abstain on the 224,495 562,047
resolution
May vote at the proxy's N/A 3,220,700
discretion
To re-elect Glynn Robert Burger as
a director of Investec plc
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,884,102 37,318,632
resolution
Was to vote against the 0 12,000
resolution
Was to abstain on the 104,339 562,111
resolution
May vote at the proxy's N/A 3,220,700
discretion
To re-elect Ian Robert Kantor as a
director of Investec plc
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,863,993 36,429,971
resolution
Was to vote against the 20,109 203,961
resolution
Was to abstain on the 104,339 1,258,811
resolution
May vote at the proxy's N/A 3,220,700
discretion
To re-elect Samuel Ellis Abrahams
as a director of Investec plc
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,884,102 36,972,993
resolution
Was to vote against the 0 203,518
resolution
Was to abstain on the 104,339 714,789
resolution
May vote at the proxy's N/A 3,222,143
discretion
To re-elect Fani Titi as a director
of Investec plc
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,883,943 36,430,143
resolution
Was to vote against the 0 203,518
resolution
Was to abstain on the 104,498 1,258,811
resolution
May vote at the proxy's N/A 3,220,971
discretion
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 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,884,102 37,168,650
resolution
Was to vote against the 0 12,000
resolution
Was to abstain on the 104,339 712,093
resolution
May vote at the proxy's N/A 3,220,700
discretion
Investec plc Section 80 authority
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 6,946,401 20,792,907
resolution
Was to vote against the 12,933,766 16,684,485
resolution
Was to abstain on the 108,274 415,351
resolution
May vote at the proxy's N/A 3,220,700
discretion
Special Business : Special
Resolutions
Investec plc Section 89
disapplication
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 17,045,341 34,291,506
resolution
Was to vote against the 2,834,826 3,187,713
resolution
Was to abstain on the 108,274 413,524
resolution
May vote at the proxy's N/A 3,220,700
discretion
Authority for market purchases of
shares by Investec plc
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 18,975,490 37,289,569
resolution
Was to vote against the 1,012,951 600,959
resolution
Was to abstain on the 0 2,215
resolution
May vote at the proxy's N/A 3,220,700
discretion
Amendments to the Articles of
Association of Investec plc
Total number of proxy votes 19,988,441 57,336,782
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote for the 19,947,295 37,890,137
resolution
Was to vote against the 0 271
resolution
Was to abstain on the 41,146 2,335
resolution
May vote at the proxy's N/A 3,220,700
discretion
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