Result of AGM

Ninety One PLC

26 July 2023

 

Ninety One plc Incorporated in England and Wales Registration number: 12245293 Date of registration: 4 October 2019 LSE share code: N91 JSE share code: N91 ISIN: GB00BJHPLV88

Ninety One Limited Incorporated in the Republic of South Africa Registration number: 2019/526481/06 Date of registration: 18 October 2019 JSE share code: NY1 ISIN: ZAE000282356

As part of the dual-listed companies' structure, Ninety One plc and Ninety One Limited notify both the LSE and the JSE of matters which are required to be disclosed under the Disclosure Guidance and Transparency Rules and Listing Rules of the FCA and/or the Listings Requirements of the JSE.

Results of Annual General Meetings of Ninety One plc and Ninety One Limited

(the "Annual General Meetings" or "AGMs")

The AGMs were held on 26 July 2023 physically and electronically by audiocast. As required by the companies' dual-listed 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.

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

Resolution		Votes For	%	Votes Against	%	Votes Withheld	%	Total Votes Cast	Total Votes Cast as a % of the Ordinary Shares in Issue
Common business: Ninety One plc and Ninety One Limited
1	To re-elect Hendrik du Toit as a director.	723,708,194	99.61	2,832,923	0.39	1,114,623	0.15	726,541,117	79.06
2	To re-elect Kim McFarland as a director.	720,738,513	99.20	5,799,032	0.80	1,118,195	0.15	726,537,545	79.06
3	To re-elect Gareth Penny as a director.	716,552,863	98.63	9,956,320	1.37	1,146,557	0.16	726,509,183	79.06
4	To re-elect Idoya Basterrechea Aranda as a director.	726,345,073	99.94	433,527	0.06	877,140	0.12	726,778,600	79.09
5	To re-elect Colin Keogh as a director.	726,344,304	99.94	434,365	0.06	877,071	0.12	726,778,669	79.09
6	To re-elect Busisiwe Mabuza as a director.	724,799,354	99.76	1,710,941	0.24	868,621	0.12	726,510,295	79.06
7	To re-elect Victoria Cochrane as a director.	725,063,148	99.76	1,715,458	0.24	877,134	0.12	726,778,606	79.09
8	To re-elect Khumo Shuenyane as a director.	643,167,773	93.66	43,508,538	6.34	40,979,366	5.63	686,676,311	74.73
9	To approve the directors' remuneration report, for the year ended 31 March 2023.	625,603,731	98.71	8,144,325	1.29	93,907,462	12.91	633,748,056	68.97
10	To approve the directors' remuneration policy.	690,982,562	95.08	35,763,262	4.92	909,475	0.12	726,745,824	79.09
11	To approve Ninety One's climate strategy.	625,135,495	98.29	10,899,079	1.71	91,621,166	12.59	636,034,574	69.21
Ordinary business: Ninety One plc
12	To receive and adopt the audited annual financial statements of Ninety One plc for the year ended 31 March 2023, together with the reports of the directors and of the auditor of Ninety One plc.	725,466,404	100.00	33,684	0.00	2,155,652	0.30	725,500,088	78.95
13	Subject to the passing of resolution no. 20, to declare a final dividend on the ordinary shares for the year ended 31 March 2023.	726,762,233	100.00	32,603	0.00	860,904	0.12	726,794,836	79.09
14	To re-appoint PricewaterhouseCoopers LLP of 7 More London Riverside, London, SE1 2RT, as auditor of Ninety One plc to hold office until the conclusion of the Annual General Meeting of Ninety One plc to be held in 2024, with the designated audit partner being Allan McGrath.	726,764,202	99.99	36,772	0.01	853,766	0.12	726,800,974	79.09
15	To authorise the Audit and Risk Committee to set the remuneration of Ninety One plc's auditors.	726,620,727	99.98	122,113	0.02	872,900	0.12	726,742,840	79.09
Special business: Ninety One plc
16	Ordinary resolution: Directors' authority to allot shares and other securities.	657,935,679	90.52	68,873,004	9.48	847,057	0.12	726,808,683	79.09
17	Special resolution: Authority to purchase own ordinary shares.	725,584,864	99.87	965,263	0.13	1,105,467	0.15	726,550,127	79.06
18	Special resolution: Consent to short notice.	702,105,555	96.60	24,702,223	3.40	847,868	0.12	726,807,778	79.09
Ordinary business: Ninety One Limited
19	To present the audited financial statements of Ninety One Limited for the year ended 31 March 2023, together with the reports of the directors, the auditor, the chair of the Audit and Risk Committee and the chair of the Sustainability, Social and Ethics Committee to the shareholders.	Non-voting resolution
20	Subject to the passing of resolution no. 13, to declare a final dividend on the ordinary shares for the year ended 31 March 2023.	726,759,736	100.00	32,603	0.00	863,401	0.12	726,792,339	79.09
21	To re-appoint PricewaterhouseCoopers Inc. of 5 Silo Square, V&A Waterfront, Cape Town, 8002, South Africa, upon the recommendation of the current Audit and Risk Committee, as auditor of Ninety One Limited, to hold office until the conclusion of the Annual General Meeting of Ninety One Limited to be held in 2024, with the designated audit partner being Chantel van den Heever.	726,755,513	99.99	37,786	0.01	860,442	0.12	726,793,299	79.09
22	Election of Audit and Risk Committee members.
	i. Victoria Cochrane	726,743,254	100.00	33,877	0.00	876,610	0.12	726,777,131	79.09
	ii.Colin Keogh	725,918,297	99.88	858,828	0.12	876,616	0.12	726,777,125	79.09
	iii.Khumo Shuenyane	625,891,478	86.12	100,894,453	13.88	867,810	0.12	726,785,931	79.09
23	Authorising the directors to issue up to (i) 5% of the issued ordinary shares; and (ii) 5% plus 154,067 of the issued Special Converting Shares.	654,758,989	90.09	72,029,115	9.91	865,637	0.12	726,788,104	79.09
24	General authority to issue ordinary shares for cash.	578,601,311	79.61	148,186,714	20.39	865,716	0.12	726,788,025	79.09
Special business: Ninety One Limited
25	Special resolution 1 - Authority to acquire ordinary shares of Ninety One Limited.	690,786,547	96.80	22,860,643	3.20	14,006,551	1.92	713,647,190	77.66
26	Special resolution 2 - Financial Assistance.	681,556,905	95.47	32,313,862	4.53	13,782,974	1.89	713,870,767	77.68
27	Special resolution 3 - Non-executive directors' remuneration.	689,043,699	96.55	24,618,478	3.45	13,991,564	1.92	713,662,177	77.66

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.

The Board notes that resolution 24, although it passed, had a significant number of votes cast against it (20.39%). The Board will continue its ongoing dialogue with shareholders and consult as appropriate to fully understand any concerns in relation to this resolution. In accordance with provision 4 of the 2018 UK Corporate Governance Code, the Board shall provide an update on these engagements within six months of the AGM.

Other information

As at the date of the AGM, Ninety One plc's issued capital consists of 622,624,622 ordinary shares of GBP0.0001 each and Ninety One Limited's issued capital consists of 296,309,423 ordinary shares of no par value. In accordance with the dual-listed companies' structure, the aggregate number of voting rights which may be exercised at the AGM was 918,934,045.

Resolutions 17, 18, 25, 26 and 27 were passed as special resolutions. Copies of resolutions 16, 17 and 18 will be filed with Companies House in the United Kingdom.

In accordance with FCA Listing Rule 9.6.2, a copy of the resolutions passed at today's AGM, other than resolutions concerning ordinary business, will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

26 July 2023

JSE Sponsor:

J.P. Morgan Equities South Africa Proprietary Limited

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