Result of AGM
Investec PLC
11 August 2006
Investec Limited Investec plc
Incorporated in the Republic of South Africa Incorporated in England and Wales
Registration number 1925/002833/06 Registration number 3633621
JSE share code: INL JSE share code: INP
ISIN: ZAE000040531 ISIN: GB0031773103
(collectively 'Investec')
Finalisation date announcement relating to the subdivision of
Investec Limited and Investec plc ordinary shares
1. Results of the annual general meetings
Further to the announcement published on Friday, 30 June 2006, Investec
shareholders are advised that at the annual general meetings of Investec Limited
and Investec plc held on Thursday, 10 August 2006 ('the annual general
meetings'), the special resolutions relating to the subdivision of each Investec
Limited ordinary share of ZAR0.001 into five Investec Limited ordinary shares of
ZAR0.0002 each and each Investec plc ordinary share of GBP0.001 into five
Investec plc ordinary shares of GBP0.0002 each ('the subdivision') proposed at
the annual general meetings were approved by the requisite majority of Investec
Limited and Investec plc members. The special resolutions passed at the Investec
Limited annual general meeting have been lodged with the South African Registrar
of Companies for registration.
The final proxy positions for each company is detailed in the Appendix. As
required by the Dual Listed Company ('DLC') 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 the further Joint Electorate Actions are
identical.
The poll results were:
VOTES FOR VOTES VOTES RESULT
AGAINST ABSTAIN
RESOLUTION
Common business : Investec plc
and Investec Limited
To re-elect Bernard Kantor as a 72,639,977 114,383 542,307 Carried
director of Investec plc and
Investec Limited in accordance
with the provisions of the
Articles of Association of
Investec plc and Investec
Limited
To re-elect Donn Edward Jowell 69,369,741 180,073 3,746,853 Carried
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
To re-elect Hugh Sidney Herman 70,890,637 323,519 2,082,511 Carried
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
To re-elect Ian Robert Kantor as 69,418,474 131,390 3,746,803 Carried
a director of Investec plc and
Investec Limited in accordance
with the provisions of the
Articles of Association of
Investec plc and Investec
Limited
To re-elect Peter Richard Suter 60,626,780 8,004,146 4,665,741 Carried
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
To re-elect Sam Ellis Abrahams 71,082,716 131,390 2,082,561 Carried
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
To re-elect Stephen Koseff as a 72,639,977 112,687 544,003 Carried
director of Investec plc and
Investec Limited in accordance
with the provisions of the
Articles of Association of
Investec plc and Investec
Limited
To re-elect Sir David Prosser, 72,639,774 112,807 544,086 Carried
whose appointment as a director
terminates at the end of the
Annual General Meetings of
Investec plc and Investec
Limited convened for
10 August 2006, 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.
Ordinary Business : Investec
Limited
To receive and adopt the audited 71,289,912 9,700 1,997,055 Carried
financial statements of Investec
Limited for the year ended
31 March 2006 together with the
reports of the directors and
auditors of Investec Limited
To determine, ratify and approve 69,911,869 1,350,918 2,033,880 Carried
the remuneration of the
directors of Investec Limited
for the year ended
31 March 2006
To sanction the interim dividend 73,120,704 0 175,963 Carried
paid by Investec Limited on the
ordinary shares in Investec
Limited for the six month period
ended 30 September 2005
To sanction the interim dividend 73,120,704 0 175,963 Carried
paid by Investec Limited on the
dividend access (South African
resident) SA DAS redeemable
preference share for the six
month period ended
30 September 2005
To declare a final dividend on 73,121,864 0 174,803 Carried
the ordinary shares in Investec
Limited for the year ended
31 March 2006 of an amount equal
to that recommended by the
directors of Investec Limited.
To declare a final dividend on 73,121,611 0 175,056 Carried
the SA DAS redeemable preference
share of Investec Limited for
the year ended 31 March 2006 of
an amount equal to that
recommended by the directors of
Investec Limited
To reappoint Ernst & Young CA 72,722,178 30,403 544,086 Carried
(SA) as auditors of Investec
Limited and to authorise the
directors of Investec Limited to
fix the remuneration of the
auditors
To reappoint KPMG Inc. as 72,717,895 34,686 544,086 Carried
auditors of Investec Limited and
to authorise the directors of
Investec Limited to fix the
remuneration of the auditors
Special Business : Investec
Limited
Ordinary Resolutions
To place 10% of the unissued 67,666,038 5,381,437 249,192 Carried
ordinary shares of Investec
Limited under the control of the
directors of Investec Limited
To place 10% of the unissued 69,363,392 3,717,145 216,130 Carried
class 'A' variable rate
compulsorily convertible
non-cumulative preference shares
of Investec Limited under the
control of the directors of
Investec Limited
To place the remaining unissued 69,363,392 3,717,283 215,992 Carried
shares of Investec Limited under
the control of the directors of
Investec Limited
General authority to allot and 66,054,899 5,473,571 1,768,197 Carried
issue ordinary shares of
Investec Limited for cash
General authority to allot and 69,492,923 3,587,924 215,820 Carried
issue class 'A' variable rate
compulsorily convertible
non-cumulative preference shares
of Investec Limited for cash
Amendments to clause 4 of 72,900,121 0 396,546 Carried
Appendix 1 of The Investec
Limited Security Purchase Scheme
2003 Trust Deed
Amendments to clause 6.3 of 73,020,979 5,187 270,501 Carried
Appendix 1 of The Investec
Limited Security Purchase Scheme
2003 Trust Deed
Amendments to clause 1.19 of The 72,900,121 0 396,546 Carried
Investec Limited Security
Purchase Scheme 2003 Trust
Deed
Special Resolutions
Authority for acquisition of own 71,389,392 1,732,472 174,803 Carried
shares by Investec Limited and
its subsidiaries
Subdivision of the ordinary 72,995,681 0 300,986 Carried
shares of Investec Limited
Subdivision of the class 'A' 72,863,658 132,023 300,986 Carried
variable rate compulsorily
convertible non-cumulative
preference shares of Investec
Limited
Subdivision of the special 72,863,658 132,023 300,986 Carried
convertible redeemable
preference shares of Investec
Limited
Amendments to the Memorandum of 72,957,629 150,195 188,843 Carried
Association of Investec
Limited
Ordinary Resolution
Authority to take action in 72,837,341 18,172 441,154 Carried
respect of the resolutions of
Investec Limited
Investec plc
Ordinary Business : Investec
plc
To receive and adopt the audited 71,270,497 28,403 1,997,767 Carried
financial statements of Investec
plc for the year ended
31 March 2006 together with the
reports of the directors and
auditors of Investec plc.
To approve the Remuneration 70,664,592 1,092,811 1,539,264 Carried
Report of Investec plc for the
year ended 31 March 2006
To sanction the interim dividend 73,119,992 0 176,675 Carried
paid by Investec plc on the
ordinary shares in Investec plc
for the six month period ended
30 September 2005
To declare a final dividend on 73,102,449 18,703 175,515 Carried
the ordinary shares in Investec
plc for the year ended
31 March 2006 of an amount equal
to that recommended by the
directors of Investec plc
To re-appointed Ernst & Young 73,086,466 34,686 175,515 Carried
LLP as auditors of Investec plc
and to authorise the directors
of Investec plc to fix the
remuneration of the auditors
Special Business : Investec
plc
Ordinary Resolutions
Investec plc Section 80 56,895,446 11,502,715 4,898,506 Carried
authority
Special Resolutions
Investec plc Section 89 69,808,097 3,143,231 345,339 Carried
disapplication of Investec plc
Authority for market purchases 72,768,493 352,521 175,653 Carried
of shares by Investec plc
Subdivision of ordinary and 72,988,991 132,023 175,653 Carried
special converting shares of
Investec plc
Amendments to the Articles of 72,938,509 163,534 194,624 Carried
Association of Investec plc
Ordinary Resolutions
Directors' authority to take 72,853,513 2,000 441,154 Carried
action in respect of the
resolutions of Investec plc
2. Subdivision of shares
Assuming that the special resolutions relating to the subdivision passed at the
Investec Limited annual general meeting are registered with the South African
Registrar of Companies on or before Friday, 25 August 2006, the last day to
trade in Investec Limited ordinary shares and Investec plc ordinary shares on
the South African branch register with a par value of ZAR0.001 each will be
Friday, 1 September 2006.
Trading on the London Stock Exchange and the JSE Limited will commence in
Investec Limited ordinary shares and Investec plc ordinary shares with a par
value of ZAR0.0002 and GBP0.0002 each respectively under the new ISIN of
ZAE000081949 in the case of Investec Limited and GB00B17BBQ50 in the case of
Investec plc, on Monday, 4 September 2006.
Any changes to this timetable will be communicated to Investec Limited and
Investec plc shareholders through an announcement on SENS and a RIS and in the
South African press. Investec shareholders holding certificated shares are
reminded that they should surrender their share certificates in accordance with
the instructions contained in the notice of annual general meeting posted to
shareholders on 30 June 2006.
Johannesburg
11 August 2006
Joint sponsor Lead sponsor in South Africa
Investec Bank Limited Merrill Lynch South Africa
Legal adviser in the UK Legal adviser in South Africa
Linklaters Jowell Glyn & Marais Inc.
Appendix
Investec Investec
Limited plc
Common business : Investec plc and
Investec Limited
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
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,797,248 41,666,963
for the
resolution
Was to vote 0 114,383
against the
resolution
Was to 169,843 372,464
abstain on
the
resolution
May vote at 0 61,951
the proxy's
discretion
To re-elect Donn Edward Jowell 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
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,791,148 38,402,827
for the
resolution
Was to vote 6,100 173,973
against the
resolution
Was to 169,843 3,577,010
abstain on
the
resolution
May vote at 0 61,951
the proxy's
discretion
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
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,797,248 39,917,503
for the
resolution
Was to vote 0 323,519
against the
resolution
Was to 169,843 1,912,668
abstain on
the
resolution
May vote at 0 62,071
the proxy's
discretion
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
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,797,248 38,445,460
for the
resolution
Was to vote 0 131,390
against the
resolution
Was to 169,843 3,576,960
abstain on
the
resolution
May vote at 0 61,951
the proxy's
discretion
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
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 29,081,913 31,293,590
for the
resolution
Was to vote 1,715,335 6,364,322
against the
resolution
Was to 169,843 4,495,898
abstain on
the
resolution
May vote at 0 61,951
the proxy's
discretion
To re-elect Sam 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
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,797,248 40,109,582
for the
resolution
Was to vote 0 131,390
against the
resolution
Was to 169,843 1,912,718
abstain on
the
resolution
May vote at 0 62,071
the proxy's
discretion
To re-elect Stephen Koseff 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
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,797,248 41,666,963
for the
resolution
Was to vote 0 112,687
against the
resolution
Was to 169,843 374,160
abstain on
the
resolution
May vote at 0 61,951
the proxy's
discretion
To re-elect Sir David Prosser, whose
appointment as a director terminates at
the end of the Annual General Meetings
of Investec plc and Investec Limited
convened for 10 August 2006, 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.
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,797,248 41,666,760
for the
resolution
Was to vote 0 112,807
against the
resolution
Was to 169,843 374,243
abstain on
the
resolution
May vote at 0 61,951
the proxy's
discretion
Ordinary Business : Investec Limited
To receive and adopt the audited
financial statements of Investec
Limited for the year ended
31 March 2006 together with the reports
of the directors and auditors of
Investec Limited
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,038,247 41,074,424
for the
resolution
Was to vote 0 9,700
against the
resolution
Was to 928,844 1,068,211
abstain on
the
resolution
May vote at 0 63,426
the proxy's
discretion
To determine, ratify and approve the
remuneration of the directors of
Investec Limited for the year ended
31 March 2006
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,777,268 38,936,114
for the
resolution
Was to vote 14,968 1,319,425
against the
resolution
Was to 174,855 1,896,556
abstain on
the
resolution
May vote at 0 63,666
the proxy's
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 2005
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,903,571 42,039,892
for the
resolution
Was to vote 0 0
against the
resolution
Was to 63,520 112,443
abstain on
the
resolution
May vote at 0 63,426
the proxy's
discretion
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 2005
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,903,571 42,039,892
for the
resolution
Was to vote 0 0
against the
resolution
Was to 63,520 112,443
abstain on
the
resolution
May vote at 0 63,426
the proxy's
discretion
To declare a final dividend on the
ordinary shares in Investec Limited for
the year ended 31 March 2006 of an
amount equal to that recommended by the
directors of Investec Limited.
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,903,571 42,041,052
for the
resolution
Was to vote 0 0
against the
resolution
Was to 63,520 111,283
abstain on
the
resolution
May vote at 0 63,426
the proxy's
discretion
Special Business : Ordinary
Resolutions
To declare a final dividend on the SA
DAS redeemable preference share of
Investec Limited for the year ended
31 March 2006 of an amount equal to
that recommended by the directors of
Investec Limited
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,903,318 42,040,932
for the
resolution
Was to vote 0 0
against the
resolution
Was to 63,773 111,283
abstain on
the
resolution
May vote at 0 63,546
the proxy's
discretion
To reappoint Ernst & Young CA(SA) 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 exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,797,248 41,747,689
for the
resolution
Was to vote 0 30,403
against the
resolution
Was to 169,843 374,243
abstain on
the
resolution
May vote at 0 63,426
the proxy's
discretion
To reappoint 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 exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,797,248 41,743,406
for the
resolution
Was to vote 0 34,686
against the
resolution
Was to 169,843 374,243
abstain on
the
resolution
May vote at 0 63,426
the proxy's
discretion
Special Business : Investec Limited
Ordinary Resolutions
To place 10% of the unissued ordinary
shares of Investec Limited under the
control of the directors of Investec
Limited
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 29,011,080 38,440,186
for the
resolution
Was to vote 1,917,583 3,463,854
against the
resolution
Was to 38,428 248,295
abstain on
the
resolution
May vote at 0 63,426
the proxy's
discretion
Investec plc: Ordinary Business
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
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 29,044,142 40,104,478
for the
resolution
Was to vote 1,917,583 1,799,562
against the
resolution
Was to 5,366 248,295
abstain on
the
resolution
May vote at 0 63,426
the proxy's
discretion
To place the remaining unissued shares
of Investec Limited under the control
of the directors of Investec Limited
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 29,044,142 40,104,478
for the
resolution
Was to vote 1,917,721 1,799,562
against the
resolution
Was to 5,228 248,295
abstain on
the
resolution
May vote at 0 63,426
the proxy's
discretion
General authority to allot and issue
ordinary shares of Investec Limited for
cash
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 29,039,086 36,802,922
for the
resolution
Was to vote 1,922,892 3,550,679
against the
resolution
Was to 5,113 1,800,615
abstain on
the
resolution
May vote at 0 61,545
the proxy's
discretion
General authority to allot and issue
class 'A' variable rate compulsorily
convertible non-cumulative preference
shares of Investec Limited for cash
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 29,039,086 40,240,843
for the
resolution
Was to vote 1,922,754 1,665,170
against the
resolution
Was to 5,251 248,100
abstain on
the
resolution
May vote at 0 61,648
the proxy's
discretion
Amendments to clause 4 of Appendix 1 of
The Investec Limited Security Purchase
Scheme 2003 Trust Deed
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,809,242 41,877,765
for the
resolution
Was to vote 0 0
against the
resolution
Was to 157,849 276,228
abstain on
the
resolution
May vote at 0 61,768
the proxy's
discretion
Amendments to clause 6.3 of Appendix 1
of The Investec Limited Security
Purchase Scheme 2003 Trust Deed
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,809,242 42,036,154
for the
resolution
Was to vote 0 5,187
against the
resolution
Was to 157,849 112,652
abstain on
the
resolution
May vote at 0 61,768
the proxy's
discretion
Amendments to clause 1.19 of The
Investec Limited Security Purchase
Scheme 2003 Trust Deed
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,809,242 41,877,765
for the
resolution
Was to vote 0 0
against the
resolution
Was to 157,849 276,228
abstain on
the
resolution
May vote at 0 61,768
the proxy's
discretion
Special Resolutions
Authority for acquisition of own shares
by Investec Limited and its
subsidiaries
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 29,260,765 41,953,044
for the
resolution
Was to vote 1,642,806 89,666
against the
resolution
Was to 63,520 111,283
abstain on
the
resolution
May vote at 0 61,768
the proxy's
discretion
Subdivision of the ordinary shares of
Investec Limited
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,903,433 41,879,134
for the
resolution
Was to vote 0 0
against the
resolution
Was to 63,658 274,859
abstain on
the
resolution
May vote at 0 61,768
the proxy's
discretion
Subdivision of the class 'A' variable
rate compulsorily convertible
non-cumulative preference shares of
Investec Limited
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,826,775 41,823,769
for the
resolution
Was to vote 76,658 55,365
against the
resolution
Was to 63,658 274,859
abstain on
the
resolution
May vote at 0 61,768
the proxy's
discretion
Subdivision of the special convertible
redeemable preference shares of
Investec Limited
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,826,775 41,823,769
for the
resolution
Was to vote 76,658 55,365
against the
resolution
Was to 63,658 274,859
abstain on
the
resolution
May vote at 0 61,768
the proxy's
discretion
Amendments to the Memorandum of
Association of Investec Limited
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,807,716 41,974,330
for the
resolution
Was to vote 81,829 68,366
against the
resolution
Was to 77,546 111,297
abstain on
the
resolution
May vote at 0 61,768
the proxy's
discretion
Ordinary Resolution:
Authority to take action in respect of
the resolutions of Investec Limited
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,654,264 42,007,494
for the
resolution
Was to vote 5,171 13,001
against the
resolution
Was to 307,656 133,498
abstain on
the
resolution
May vote at 0 61,768
the proxy's
discretion
Investec plc
Ordinary Business : Investec plc
To receive and adopt the audited
financial statements of Investec plc
for the year ended 31 March 2006
together with the reports of the
directors and auditors of Investec
plc.
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,037,535 41,059,077
for the
resolution
Was to vote 0 28,403
against the
resolution
Was to 929,556 1,068,211
abstain on
the
resolution
May vote at 0 60,070
the proxy's
discretion
Ordinary Resolution
To approve the Remuneration Report of
Investec plc for the year ended
31 March 2006
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,639,455 39,851,252
for the
resolution
Was to vote 258,392 834,419
against the
resolution
Was to 69,244 1,470,020
abstain on
the
resolution
May vote at 0 60,070
the proxy's
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 2005
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,902,859 42,043,248
for the
resolution
Was to vote 0 0
against the
resolution
Was to 64,232 112,443
abstain on
the
resolution
May vote at 0 60,070
the proxy's
discretion
To declare a final dividend on the
ordinary shares in Investec plc for the
year ended 31 March 2006 of an amount
equal to that recommended by the
directors of Investec plc
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,902,859 42,025,705
for the
resolution
Was to vote 0 18,703
against the
resolution
Was to 64,232 111,283
abstain on
the
resolution
May vote at 0 60,070
the proxy's
discretion
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
Total number of proxy votes exercisable 30,967,091 42,181,075
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,902,859 42,009,222
for the
resolution
Was to vote 0 0
against the
resolution
Was to 64,232 111,283
abstain on
the
resolution
May vote at 0 60,570
the proxy's
discretion
Ordinary Resolutions
Investec plc Section 80 authority
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 23,013,368 33,707,998
for the
resolution
Was to vote 5,773,138 5,729,577
against the
resolution
Was to 2,180,585 2,717,921
abstain on
the
resolution
May vote at 0 60,265
the proxy's
discretion
Special Resolutions
Investec plc Section 89 disapplication
of Investec plc
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 29,209,010 40,425,202
for the
resolution
Was to vote 1,594,656 1,548,575
against the
resolution
Was to 163,425 181,914
abstain on
the
resolution
May vote at 0 60,070
the proxy's
discretion
Authority for market purchases of
shares by Investec plc
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,659,297 41,935,311
for the
resolution
Was to vote 243,424 109,097
against the
resolution
Was to 64,370 111,283
abstain on
the
resolution
May vote at 0 60,070
the proxy's
discretion
Subdivision of ordinary and special
converting shares of Investec plc
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,826,063 41,989,043
for the
resolution
Was to vote 76,658 55,365
against the
resolution
Was to 64,370 111,283
abstain on
the
resolution
May vote at 0 60,070
the proxy's
discretion
Amendments to the Articles of
Association of Investec plc
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,812,175 41,952,449
for the
resolution
Was to vote 76,658 86,876
against the
resolution
Was to 78,258 116,366
abstain on
the
resolution
May vote at 0 60,070
the proxy's
discretion
Ordinary Resolution
Directors' authority to take action in
respect of the resolutions of
Investec plc
Total number of proxy votes exercisable 30,967,091 42,215,761
by all proxies validly appointed
Total number of proxy votes in respect
of which the appointments specified
that the proxy-
Was to vote 30,659,435 42,020,193
for the
resolution
Was to vote 0 2,000
against the
resolution
Was to 307,656 133,498
abstain on
the
resolution
May vote at 0 60,070
the proxy's
discretion
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