Result of AGM

Investec PLC

08 August 2024

 

Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06       JSE share code: INL JSE Hybrid code: INPR JSE debt code: INLV NSX share code: IVD BSE share code: INVESTEC ISIN: ZAE000081949 LEI: 213800CU7SM6O4UWOZ70

Investec plc Incorporated in England and Wales Registration number 3633621 LSE share code: INVP JSE share code: INP ISIN: GB00B17BBQ50 LEI: 2138007Z3U5GWDN3MY22

(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 Guidance and Transparency Rules, and Listing Rules of the Financial Conduct Authority (the "FCA") and/or the JSE Listings Requirements.

Accordingly, we advise of the following:

Results of Annual General Meetings of Investec Limited and Investec plc

(the "AGMs") and Auditor changes

The AGMs were held on 08 August 2024.  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 13, 15 to 21 and 26 to 31 were passed as ordinary resolutions. Resolutions 22 to 25 and resolutions 32 and 33 were passed as special resolutions.

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

Resolution		Votes For	% of Votes Cast	Votes Against	% of Votes Cast	Total Votes Cast	Total Votes Cast as a % of the Ordinary Shares in Issue	Votes Withheld	Votes Withheld as a % of the Ordinary Shares in Issue
Common Business:  Investec plc and Investec Limited
1	Re-election of Henrietta Baldock	735,844,844	99.68%	2,343,770	0.32%	738,188,614	78.51%	341,095	0.04%
2	Re-election of Philip Hourquebie	716,809,524	97.22%	20,533,026	2.78%	737,342,550	78.42%	1,187,159	0.13%
3	Re-election of Stephen Koseff	733,455,100	99.35%	4,830,334	0.65%	738,285,434	78.52%	244,375	0.03%
4	Re-election of Nicky Newton-King	735,856,005	99.68%	2,333,025	0.32%	738,189,030	78.51%	340,679	0.04%
5	Re-election of Jasandra Nyker	738,101,872	99.99%	86,940	0.01%	738,188,812	78.51%	340,897	0.04%
6	Re-election of Vanessa Olver	736,063,456	99.71%	2,125,158	0.29%	738,188,614	78.51%	341,095	0.04%
7	Re-election of Nishlan Samujh	734,921,432	99.56%	3,267,097	0.44%	738,188,529	78.51%	341,180	0.04%
8	Re-election of Brian Stevenson	736,062,321	99.71%	2,126,056	0.29%	738,188,377	78.51%	341,332	0.04%
9	Re-election of Fani Titi	737,747,562	99.94%	439,887	0.06%	738,187,449	78.51%	342,260	0.04%
10	Election of Diane Radley	694,765,383	94.12%	43,422,059	5.88%	738,187,442	78.51%	342,367	0.04%
11	Approval of the DLC directors' remuneration report for the year ended 31 March 2024	707,032,202	95.78%	31,152,566	4.22%	738,184,768	78.51%	344,636	0.04%
12	Approval of the DLC directors' remuneration policy	667,135,627	90.38%	71,043,626	9.62%	738,179,253	78.51%	350,556	0.04%
13	Authority to take action in respect of the resolutions	738,167,067	100.00%	15,679	0.00%	738,182,746	78.51%	346,963	0.04%

Ordinary business: Investec Limited
14	Presentation of the audited financial statements for the year ended 31 March 2024	Non-voting
15	Sanction of the interim dividend paid on the ordinary shares	738,186,497	100.00%	326	0.00%	738,186,823	78.51%	342,886	0.04%
16	Sanction of the interim dividend paid on the SA DAS share	738,186,180	100.00%	338	0.00%	738,186,518	78.51%	342,886	0.04%
17	Approval of the final dividend on the ordinary shares and the SA DAS share	738,187,401	100.00%	301	0.00%	738,187,702	78.51%	342,007	0.04%
18	Appointment of PricewaterhouseCoopers Inc. as joint auditors	737,917,230	99.96%	269,084	0.04%	738,186,314	78.51%	343,395	0.04%
19	Appointment of Deloitte& Touche as joint auditors	729,703,170	98.85%	8,483,098	1.15%	738,186,268	78.51%	343,441	0.04%
Special business: Investec Limited
20	Authority to issue the unissued variable rate, redeemable, cumulative preference shares; the unissued non-redeemable, non-cumulative, non- participating preference shares (perpetual preference shares); the unissued non- redeemable, non-cumulative, non-participating preference shares (non-redeemable programme preference shares); and the redeemable, non-participating preference shares (redeemable programme preference shares)	733,369,464	99.35%	4,816,556	0.65%	738,186,020	78.51%	343,689	0.04%
21	Authority to issue the unissued special convertible redeemable preference shares	732,506,020	99.23%	5,674,107	0.77%	738,180,127	78.51%	349,572	0.04%
22	Authority to acquire ordinary shares	719,415,200	97.54%	18,125,845	2.46%	737,541,045	78.44%	988,664	0.11%
23	Authority to acquire any redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares	734,244,783	99.56%	3,269,694	0.44%	737,514,477	78.43%	1,015,232	0.11%
24	Financial assistance	723,470,789	98.01%	14,686,337	1.99%	738,157,126	78.50%	372,278	0.04%
25	Approval of the non-executive directors' remuneration	722,039,464	97.81%	16,141,079	2.19%	738,180,543	78.51%	349,166	0.04%
Ordinary Business: Investec plc
26	Receive the audited financial statements for the year ended 31 March 2024	734,386,036	99.99%	87,122	0.01%	734,473,158	78.11%	4,056,246	0.43%
27	Sanction of the interim dividend paid on the ordinary shares	729,416,025	98.81%	8,772,372	1.19%	738,188,397	78.51%	341,312	0.04%
28	Approval of the final dividend on the ordinary shares	738,186,486	100.00%	2,458	0.00%	738,188,944	78.51%	340,765	0.04%
29	Appointment of Deloitte LLP as auditor	728,043,553	98.63%	10,143,924	1.37%	738,187,477	78.51%	342,232	0.04%
30	Authority for the Investec plc Audit Committee to set the remuneration of the company's auditors	737,641,866	99.93%	545,530	0.07%	738,187,396	78.51%	342,313	0.04%
Special Business:  Investec plc
31	Authority to allot shares and other securities	711,918,630	96.44%	26,269,629	3.56%	738,188,259	78.51%	341,450	0.04%
32	Authority to purchase ordinary shares	737,123,402	99.95%	392,073	0.05%	737,515,475	78.44%	1,014,234	0.11%
33	Authority to purchase preference shares	734,228,655	99.55%	3,286,525	0.45%	737,515,180	78.44%	1,014,529	0.11%

Auditor Changes

Further to the announcements of 05 August 2020, 3 February 2022 and 20 March 2023 we also advise of the following:

INVESTEC LIMITED NOTIFICATION OF CHANGE OF AUDITOR IN TERMS OF PARAGRAPH 3.78 OF THE JSE LISTING REQUIREMENTS AND PARAGRAPH 6.25 OF THE JSE DEBT LISTINGS REQUIREMENTS

The Board and the Audit Committee wish to confirm the appointment of Deloitte & Touche as joint external auditor, along with PricewaterhouseCoopers Inc, of Investec Limited for the financial year ending 31 March 2025, following obtaining the necessary regulatory approvals and shareholders' approval and the conclusion of a formal transition period during which the firm observed the full audit cycle performed by the incumbent auditors.

Kevin Black has been appointed as the lead engagement partner from Deloitte & Touche.

Accordingly, the appointment of Ernst & Young Inc and Ranesh Hariparsad, as lead engagement partner, terminated with effect from 08 August 2024.

INVESTEC PLC NOTIFICATION OF CHANGE OF AUDITOR

The Board and the Audit Committee wish to confirm to shareholders that following approval of the appointment of Deloitte LLP as the external auditors of Investec plc for the financial year ending 31 March 2025, as well as the conclusion of a formal transition period during which the firm observed the full audit cycle performed by the incumbent auditors, Investec plc concludes on its process of audit firm rotation.

Tom Millar has been appointed as the lead engagement partner from Deloitte LLP.

Accordingly, the appointment of Ernst & Young LLP and Manprit Dosanjh, as lead engagement partner terminated with effect from 17 July 2024.

Other information

As at the date of the AGMs, Investec plc's issued capital consists of 696,082,618 ordinary shares of GBP0.0002 each (the "PLC Ordinary Shares"). Of these, 50,920,311 PLC Ordinary Shares are held exclusive of voting rights in Treasury at the date of this announcement and therefore the total number of voting rights in Investec plc is 645,162,307. Investec Limited's issued capital consists of 295,125,806 ordinary shares of ZAR0.0002 each (the "LTD Ordinary Shares"). Of these, no LTD Ordinary Shares are held in Treasury and the total number of voting rights in Investec Limited is 295,125,806 LTD Ordinary Shares.

In accordance with the dual listed companies' structure, the aggregate number of voting rights which therefore may be exercised at the AGMs was 940,288,113.

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 Chair have been included in the 'for' total.

Document regarding Resolutions passed at the Shareholder Meetings on 08 August 2024:

·      Copies of all resolutions passed as special business at the Shareholder Meetings on 08 August 2024, pursuant to Listing Rule 9.6.2, will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

David Miller                                                                               Niki van Wyk

Company Secretary                                                                   Company Secretary

Investec plc                                                                              Investec Limited

Johannesburg and London

Date: 08 August 2024

Sponsor: Investec Bank Limited

 

END