Result of AGM

RNS Number : 3083G

Investec PLC

04 August 2016

 

Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06       JSE ordinary share code: INL   NSX ordinary share code: IVD BSE ordinary share code: INVESTEC ISIN: ZAE000081949

Investec plc Incorporated in England and Wales Registration number 3633621 LSE share code: INVP JSE share code: INP ISIN: GB00B17BBQ50

(jointly "Investec")

As part of the dual listed company structure, Investec plc and Investec Limited notify both the London Stock Exchange and the JSE Limited of matters which are required to be disclosed under the Disclosure and Transparency Rules and the Listing Rules of the United Kingdom Listing Authority (the "UKLA") and/or the JSE Listing Requirements.

Accordingly we advise of the following:

Results of Annual General Meetings of Investec Limited and Investec plc

(the "Shareholder Meetings")

The Shareholder Meetings were held on 04 August 2016.  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 by the required majority. Resolutions 1 to 17, 19 to 26, 31 to 35 and 37 were passed as ordinary resolutions.  Resolutions 27 to 30 and 36 were passed as special resolutions.

The voting results of the Joint Electorate Actions are identical and are given below. 

		Votes For	%	Votes Against	%	TOTAL	Votes cast as % issued capital	Witheld	Result
	RESOLUTION
	Common Business:  Investec plc and Investec Limited
1	To re-elect Zarina Bibi Mahomed Bassa as a director of Investec plc and Investec Limited.	693,109,775	97.72%	16,203,821	2.28%	709,313,596	76%	677,621	Carried
2	To re-elect Glynn Robert Burger as a director of Investec plc and Investec Limited.	697,814,434	98.38%	11,499,290	1.62%	709,313,724	76%	677,493	Carried
3	To re-elect Laurel Charmaine Bowden as a director of Investec plc and Investec Limited.	707,039,044	99.68%	2,274,657	0.32%	709,313,701	76%	677,516	Carried
4	To re-elect Cheryl Ann Carolus as a director of Investec plc and Investec Limited.	598,882,250	85.78%	99,283,285	14.22%	698,165,535	75%	11,825,681	Carried
5	To re-elect Peregrine Kenneth Oughton Crosthwaite as a director of Investec plc and Investec Limited.	644,488,656	90.86%	64,825,042	9.14%	709,313,698	76%	677,518	Carried
6	To re-elect Hendrik Jacobus du Toit as a director of Investec plc and Investec Limited.	697,631,933	98.35%	11,681,768	1.65%	709,313,701	76%	677,516	Carried
7	To re-elect David Friedland as a director of Investec plc and Investec Limited.	685,278,334	96.61%	24,035,389	3.39%	709,313,723	76%	677,493	Carried
8	To re-elect Charles Richard Jacobs as a director of Investec plc and Investec Limited.	549,418,347	77.66%	158,038,787	22.34%	707,457,134	76%	2,534,057	Carried
9	To re-elect Bernard Kantor as a director of Investec plc and Investec Limited.	697,266,613	98.30%	12,046,938	1.70%	709,313,551	76%	677,666	Carried
10	To re-elect Ian Robert Kantor as a director of Investec plc and Investec Limited.	599,167,766	85.82%	98,997,769	14.18%	698,165,535	75%	11,825,681	Carried
11	To re-elect Stephen Koseff as a director of Investec plc and Investec Limited.	699,314,950	98.59%	9,998,751	1.41%	709,313,701	76%	677,516	Carried
12	To re-elect Lord Malloch-Brown as a director of Investec plc and Investec Limited.	706,986,225	99.67%	2,327,399	0.33%	709,313,624	76%	677,493	Carried
13	To re-elect Khumo Lesego Shuenyane as a director of Investec plc and Investec Limited.	707,034,483	99.68%	2,279,193	0.32%	709,313,676	76%	677,518	Carried
14	To re-elect Peter Richard Suter Thomas as a director of Investec plc and Investec Limited.	503,569,357	71.18%	203,887,802	28.82%	707,457,159	76%	2,534,057	Carried
15	To re-elect Fani Titi as a director of Investec plc and Investec Limited.	616,943,983	87.21%	90,513,107	12.79%	707,457,090	76%	2,534,126	Carried
16	To approve the dual listed companies' (DLC) directors' remuneration report (other than the part containing the directors' remuneration policy) for the year ended 31 March 2016.	568,121,333	80.27%	139,600,542	19.73%	707,721,875	76%	2,269,341	Carried
17	Authority to take action in respect of the resolutions.	709,089,655	99.97%	222,629	0.03%	709,312,284	76%	678,933	Carried
	Ordinary business: Investec Limited
18	To present the audited financial statements of Investec Limited for the year ended 31 March 2016, together with the reports of the directors, the auditors, the chairman of the audit committee and the chairman of the social and ethics committee.								Non voting
19	To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the 6 (six) month period ended 30 September 2015.	709,249,909	99.99%	51,429	0.01%	709,301,338	76%	689,879	Carried
20	Subject to the passing of resolution No 33, to declare a final dividend on the ordinary shares and the SA DAS share in Investec Limited for the year ended 31 March 2016.	709,088,172	99.97%	213,598	0.03%	709,301,770	76%	689,447	Carried
21	To re-appoint Ernst & Young Inc. as joint auditors of Investec Limited.	701,565,615	99.10%	6,369,165	0.90%	707,934,780	76%	2,056,436	Carried
22	To re-appoint KPMG Inc. as joint auditors of Investec Limited.	705,286,739	99.66%	2,413,365	0.34%	707,700,104	76%	2,291,112	Carried
	Special business: Investec Limited Ordinary resolutions
23	Directors' authority to issue up to 5% of the unissued ordinary shares.	608,570,402	85.80%	100,728,748	14.20%	709,299,150	76%	692,067	Carried
24	Directors' authority to issue the unissued variable rate, cumulative, redeemable preference shares and the unissued non-redeemable, non-cumulative, non-participating preference shares.	674,153,042	95.22%	33,818,924	4.78%	707,971,966	76%	2,019,251	Carried
25	Directors' authority to issue the unissued special convertible redeemable preference shares.	673,927,055	95.19%	34,041,206	4.81%	707,968,261	76%	2,022,956	Carried
26	Special resolution No 1:  Directors' authority to acquire ordinary shares.	689,869,523	97.45%	18,053,756	2.55%	707,923,279	76%	2,067,937	Carried
	Special resolutions
27	Special resolution No 2: Directors' authority to acquire Class ILRP1 redeemable, non-participating preference shares, Class ILRP2 redeemable, non-participating preference shares, any other redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares.	703,046,086	99.50%	3,560,057	0.50%	706,606,143	76%	3,385,074	Carried
28	Special resolution No 3: Financial assistance	705,195,361	99.42%	4,102,297	0.58%	709,297,658	76%	693,558	Carried
29	Special resolution No 4: Non-executive directors' remuneration	684,494,403	96.51%	24,756,363	3.49%	709,250,766	76%	740,451	Carried
30	Special resolution No 5: Amendment to the Memorandum of Incorporation of Investec Limited	709,297,214	100.00%	1,443	0.00%	709,298,657	76%	692,560	Carried
	Investec plc Ordinary business: Investec plc
31	To receive and adopt the audited financial statements of Investec plc for the year ended 31 March 2016, together with the reports of the directors and the auditors	706,575,431	99.94%	422,242	0.06%	706,997,673	76%	2,993,520	Carried
32	To sanction the interim dividend paid by Investec plc on the ordinary shares in Investec plc for the 6 (six) month period ended 30 September 2015.	709,212,982	99.99%	100,703	0.01%	709,313,685	76%	677,531	Carried
33	Subject to the passing of resolution No 20, to declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2016.	709,100,768	99.97%	212,915	0.03%	709,313,683	76%	677,534	Carried
34	To re-appoint Ernst & Young LLP as auditors of Investec plc and to authorise the directors of Investec plc to fix their remuneration.	704,208,900	99.31%	4,868,880	0.69%	709,077,780	76%	913436	Carried
	Special business: Investec plc Ordinary resolution
35	Directors' authority to allot shares and other securities.	613,512,803	86.50%	95,747,199	13.50%	709,260,002	76%	731,215	Carried
	Special resolution
36	Special resolution No 6: Directors' authority to purchase ordinary shares.	708,280,968	99.85%	1,030,819	0.15%	709,311,787	76%	679,429	Carried
	Ordinary resolution
37	Political donations.	505,419,001	77.38%	147,778,308	22.62%	653,197,309	70%	56,792,741	Carried

Further to the release of the notices of annual general meeting, and as part of the Company's ongoing engagement with shareholders, the Chairman and Senior Independent Director recently met with the group's largest shareholders. Shareholders provided feedback on their voting intentions, including their reasons for voting against specific resolutions.

As at the date of the AGM, Investec plc's issued capital consists of 656,424,689 ordinary shares of GBP0.0002 each and Investec Limited's issued capital consists of 298,173,370 ordinary shares of ZAR0.0002 each. Investec Limited holds 26,812,569 ordinary shares in Treasury.  In accordance with the dual listed companies structure, the aggregate number of voting rights which may be exercised at the AGM was 927,785,490.

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.

Document regarding Resolutions passed at the Shareholder Meetings on 04 August 2016:

Copies of all resolutions passed as special business at the Shareholder Meetings on 04 August 2016, pursuant to Listing Rule 9.6.2, will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

David Miller                                                                                Niki van Wyk

Company Secretary                                                                   Company Secretary

Investec plc                                                                               Investec Limited

Johannesburg and London

Date: 04 August 2016

Sponsor: Investec Bank Limited

 

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