Annual General Meetings of Investec Limited and Investec plc ('AGM') |
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The Annual General Meetings of Investec plc ('plc') and Investec Limited ('Ltd') were both held on 7 August 2008. The final proxy positions for each company is detailed in the Appendix A. 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 with the exception of resolution number 38. The voting results of the Joint Electorate Actions are identical and are given below. |
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The poll results were: |
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Votes For |
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Votes Against |
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Votes Abstain |
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Result |
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RESOLUTION |
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Common business : Investec plc and |
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Investec Limited |
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To re-elect Samuel Ellis Abrahams as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
387,092,227 |
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27,628,577 |
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4,344,999 |
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Carried |
To re-elect Cheryl Ann Carolus as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
417,389,916 |
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321,909 |
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1,353,978 |
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Carried |
To re-elect Haruko Fukuda OBE as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
417,302,206 |
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409,619 |
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1,353,978 |
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Carried |
To re-elect Hugh Sidney Herman as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
416,314,333 |
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471,849 |
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2,279,621 |
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Carried |
To re-elect Geoffrey Michael Thomas Howe as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
417,211,816 |
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500,009 |
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1,353,978 |
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Carried |
To re-elect Bernard Kantor as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
417,321,216 |
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390,609 |
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1,353,978 |
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Carried |
To re-elect Ian Robert Kantor as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
407,443,900 |
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2,686,353 |
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8,935,550 |
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Carried |
To re-elect Sir Chips Keswick as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
415,065,040 |
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2,646,785 |
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1,353,978 |
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Carried |
To re-elect Peter Malungani as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
408,657,451 |
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1,472,802 |
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8,935,550 |
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Carried |
To re-elect Peter Richard Suter Thomas as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
384,663,763 |
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28,707,643 |
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5,694,397 |
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Carried |
Ordinary Business : Investec Limited |
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To receive and adopt the audited financial statements of Investec Limited for the year ended 31 March 2008 together with the reports of the directors and auditors of Investec Limited |
414,161,205 |
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127,289 |
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4,777,309 |
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Carried |
To determine, ratify and approve the remuneration of the directors of Investec Limited for the year ended 31 March 2008 |
369,216,571 |
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48,347,062 |
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1,502,170 |
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Carried |
To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the six month period ended 30 September 2007 |
418,975,965 |
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800 |
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89,038 |
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Carried |
To sanction the interim dividend paid by Investec Limited on the dividend access (South African resident) SA DAS redeemable preference share for the six month period ended 30 September 2007 |
418,975,515 |
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1,250 |
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89,038 |
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Carried |
To declare a final dividend on the ordinary shares in Investec Limited for the year ended 31 March 2008 of an amount equal to that recommended by the directors of Investec Limited. |
418,987,820 |
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1,250 |
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76,733 |
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Carried |
To reappoint Ernst & Young Inc. as auditors of Investec Limited and to authorise the directors of Investec Limited to fix the remuneration of the auditors |
417,890,962 |
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161,365 |
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1,013,476 |
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Carried |
To reappoint KPMG Inc. as auditors of Investec Limited and to authorise the directors of Investec Limited to fix the remuneration of the auditors |
417,890,913 |
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161,414 |
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1,013,476 |
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Carried |
Special Business : Investec Limited |
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Ordinary Resolutions |
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To place 10% of the unissued ordinary shares of Investec Limited under the control of the directors of Investec Limited |
320,242,617 |
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98,726,648 |
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96,538 |
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Carried |
To place 10% of the unissued class 'A' variable rate compulsorily convertible non-cumulative preference shares of Investec Limited under the control of the directors of Investec Limited |
338,928,685 |
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80,040,580 |
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96,538 |
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Carried |
To place the remaining unissued shares of Investec Limited under the control of the directors of Investec Limited |
344,636,731 |
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74,332,534 |
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96,538 |
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Carried |
General authority to allot and issue ordinary shares of Investec Limited for cash |
320,350,016 |
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98,636,386 |
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79,401 |
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Carried |
General authority to allot and issue class 'A' variable rate compulsorily convertible non-cumulative preference shares of Investec Limited for cash |
338,176,691 |
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80,037,788 |
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851,324 |
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Carried |
Special Resolutions |
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Authority for acquisition of own shares by Investec Limited and its subsidiaries |
418,706,739 |
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280,437 |
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78,627 |
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Carried |
Authority to increase the authorised ordinary share capital of Investec Limited |
402,886,248 |
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16,095,928 |
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83,627 |
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Carried |
Amendment to Memorandum of Association of Investec Limited to reflect increase in authorised share capital |
401,940,971 |
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16,083,542 |
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1,041,290 |
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Carried |
Amendments to Articles of Association of Investec Limited -multiple proxies |
417,992,952 |
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36,450 |
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1,036,401 |
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Carried |
Amendments to Articles of Association of Investec Limited -demand for a poll |
418,967,847 |
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1,024 |
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96,932 |
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Carried |
Amendments to Articles of Association of Investec Limited -corporate representatives |
417,995,677 |
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36,450 |
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1,033,676 |
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Carried |
Amendments to Articles of Association of Investec Limited -timing for the deposit of form of proxy |
418,965,122 |
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1,024 |
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99,657 |
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Carried |
Replacement of the Articles of Association of Investec Limited |
418,615,730 |
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88,524 |
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361,549 |
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Carried |
Ordinary Resolution |
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Authority to take action in respect of the resolutions of Investec Limited |
418,893,960 |
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88,300 |
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83,543 |
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Carried |
Investec plc |
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Ordinary Business : Investec plc |
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To receive and adopt the audited financial statements of Investec plc for the year ended 31 March 2008 together with the reports of the directors and auditors of Investec plc. |
418,774,826 |
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126,939 |
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164,038 |
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Carried |
To approve the Remuneration Report of Investec plc for the year ended 31 March 2008 |
368,529,852 |
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48,017,886 |
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2,518,065 |
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Carried |
To sanction the interim dividend paid by Investec plc on the ordinary shares in Investec plc for the six month period ended 30 September 2007 |
418,975,951 |
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814 |
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89,038 |
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Carried |
To declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2008 of an amount equal to that recommended by the directors of Investec plc |
418,988,270 |
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800 |
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76,733 |
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Carried |
To re-appointed Ernst & Young LLP as auditors of Investec plc and to authorise the directors of Investec plc to fix the remuneration of the auditors |
417,890,476 |
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161,351 |
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1,013,976 |
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Carried |
Special Business : Investec plc |
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Ordinary Resolutions |
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Investec plc Section 80 authority |
301,022,862 |
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117,026,430 |
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1,016,511 |
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Carried |
Special Resolutions |
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Investec plc Section 89 disapplication of Investec plc |
301,566,964 |
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113,916,211 |
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3,582,628 |
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Not Carried |
Authority for market purchases of shares by Investec plc |
418,893,200 |
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92,835 |
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79,768 |
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Carried |
Ordinary Resolutions |
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Authority to make political donations |
367,829,217 |
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9,088,829 |
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42,147,757 |
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Carried |
Special Resolutions |
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Increase in the authorised special converting share capital of Investec plc |
399,697,876 |
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19,256,314 |
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111,613 |
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Carried |
Amendments to the Articles of Association of Investec plc |
413,978,279 |
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1,387,978 |
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3,699,546 |
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Carried |
Ordinary Resolutions |
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Directors' authority to take action in respect of the resolutions of Investec plc |
418,891,427 |
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89,024 |
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85,352 |
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Carried |
Document regarding Resolutions passed at the AGM on 7 August 2008: Two copies of all resolutions passed as special business at the AGM on 7 August 2008 have, pursuant to Listing Rule 9.6.2, been submitted to the FSA and will shortly be made available via the FSA's document viewing facility, situated at the Document Disclosure Team, UK Listing Authority, Financial Services Authority, 25 North Colonnade, Canary Wharf, London E14 5HS. David Miller Benita Coetsee Company Secretary Company Secretary Investec plc Investec Limited |
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APPENDIX A
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INVESTEC LIMITED |
INVESTEC PLC |
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FOR |
AGAINST |
Abstain |
FOR |
AGAINST |
Abstain |
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RES:001 |
174,516,838 |
9,177,133 |
264,004 |
193,245,368 |
18,451,444 |
3,058,459 |
RES:002 |
183,693,971 |
- |
264,004 |
214,365,924 |
321,909 |
1,247,434 |
RES:003 |
183,693,971 |
- |
264,004 |
214,278,214 |
409,619 |
1,247,434 |
RES:004 |
183,658,948 |
35,023 |
264,004 |
213,325,364 |
436,826 |
8,167,944 |
RES:005 |
183,693,971 |
- |
264,004 |
214,187,824 |
500,009 |
8,757,490 |
RES:006 |
183,693,971 |
- |
264,004 |
214,297,224 |
390,609 |
8,757,490 |
RES:007 |
183,658,948 |
35,023 |
264,004 |
204,454,931 |
2,651,330 |
1,172,434 |
RES:008 |
181,547,209 |
2,146,762 |
264,004 |
214,187,810 |
500,023 |
24,126,391 |
RES:009 |
183,658,948 |
35,023 |
264,004 |
205,668,482 |
1,437,779 |
7,513,708 |
RES:010 |
174,516,638 |
9,120,533 |
320,804 |
190,817,104 |
19,587,110 |
855 |
RES:011 |
179,343,584 |
- |
4,614,391 |
215,487,600 |
127,289 |
3,131,089 |
RES:012 |
158,701,128 |
24,996,050 |
260,797 |
191,185,922 |
23,350,512 |
7,145 |
RES:013 |
183,956,855 |
- |
1,120 |
215,689,089 |
800 |
7,145 |
RES:014 |
183,956,405 |
450 |
1,120 |
215,689,089 |
800 |
855 |
RES:015 |
183,956,405 |
450 |
1,120 |
215,701,394 |
800 |
2,578,414 |
RES:016 |
183,956,855 |
- |
1,120 |
214,604,086 |
161,365 |
2,578,414 |
RES:017 |
183,956,806 |
49 |
1,120 |
214,604,086 |
161,365 |
85,895 |
RES:018 |
146,037,351 |
37,919,504 |
1,120 |
154,875,245 |
60,807,144 |
85,895 |
RES:019 |
152,005,900 |
31,956,955 |
1,120 |
167,598,764 |
48,083,625 |
85,895 |
RES:020 |
147,393,383 |
36,563,472 |
1,120 |
177,913,327 |
37,769,062 |
3,642,176 |
RES:021 |
146,037,351 |
37,919,455 |
1,169 |
154,982,644 |
60,716,931 |
3,648,466 |
RES:022 |
152,000,350 |
31,956,456 |
1,169 |
166,846,320 |
48,081,332 |
82,145 |
RES:023 |
183,919,095 |
37,760 |
1,120 |
215,458,123 |
242,177 |
855 |
RES:024 |
177,915,575 |
6,041,280 |
1,120 |
205,640,652 |
10,054,648 |
7,145 |
RES:025 |
176,971,442 |
6,041,280 |
945,253 |
205,639,508 |
10,042,262 |
855 |
RES:026 |
183,956,855 |
- |
1,120 |
214,706,076 |
36,450 |
4,289,788 |
RES:027 |
183,956,855 |
- |
1,120 |
215,680,971 |
1,024 |
7,145 |
RES:028 |
183,956,855 |
- |
1,120 |
214,708,801 |
36,450 |
855 |
RES:029 |
183,956,855 |
- |
1,120 |
215,678,246 |
1,024 |
2,578,414 |
RES:030 |
183,956,806 |
- |
1,169 |
215,328,903 |
88,524 |
3,723,726 |
RES:031 |
183,956,855 |
- |
1,120 |
215,607,084 |
88,300 |
1,170,234 |
RES:032 |
183,956,855 |
- |
1,120 |
215,487,950 |
126,939 |
75,855 |
RES:033 |
159,028,097 |
24,665,874 |
264,004 |
190,172,234 |
23,351,512 |
855 |
RES:034 |
183,956,855 |
- |
1,120 |
215,689,075 |
814 |
7,145 |
RES:035 |
183,956,855 |
- |
1,120 |
215,701,394 |
800 |
7,145 |
RES:036 |
183,956,855 |
- |
1,120 |
214,603,600 |
161,351 |
7,145 |
RES:037 |
137,415,855 |
46,541,000 |
1,120 |
144,276,986 |
70,485,430 |
7,145 |
RES:038 |
138,962,987 |
44,993,868 |
1,120 |
145,841,073 |
68,921,343 |
7,145 |
RES:039 |
183,955,755 |
1,100 |
1,120 |
215,607,924 |
91,235 |
7,145 |
RES:040 |
165,789,081 |
1,208,127 |
16,960,767 |
182,712,365 |
7,878,752 |
7,145 |
RES:041 |
177,173,050 |
6,783,805 |
1,120 |
203,194,805 |
12,472,509 |
7,145 |
RES:042 |
183,655,204 |
301,651 |
1,120 |
210,993,054 |
1,086,327 |
7,145 |
RES:043 |
183,956,855 |
- |
1,120 |
215,604,551 |
89,024 |
7,145 |