Result of AGM

Ninety One PLC

26 July 2024

 

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 25 July 2024 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.	732,626,045	99.93	483,033	0.07	726,336	0	733,109,078	80.79
2	To re-elect Kim McFarland as a director.	732,600,120	99.93	509,014	0.07	726,336	0	733,109,134	80.79
3	To re-elect Gareth Penny as a director.	724,266,882	98.79	8,842,253	1.21	726,335	0	733,109,135	80.79
4	To re-elect Idoya Basterrechea Aranda as a director.	727,881,658	99.29	5,227,420	0.71	726,336	0	733,109,078	80.79
5	To re-elect Colin Keogh as a director.	726,861,090	99.15	6,248,107	0.85	726,273	0	733,109,197	80.79
6	To re-elect Busisiwe Mabuza as a director.	727,395,685	99.22	5,713,299	0.78	726,486	0	733,108,984	80.79
7	To re-elect Victoria Cochrane as a director.	732,986,337	99.98	122,648	0.02	726,485	0	733,108,985	80.79
8	To re-elect Khumo Shuenyane as a director.	700,355,073	99.89	745,181	0.11	32,735,216	4	701,100,254	77.27
9	To approve the directors' remuneration report, for the year ended 31 March 2024.	713,574,339	97.33	19,542,664	2.67	718,373	0	733,117,003	80.79
10	To approve the directors' remuneration policy.	696,715,844	95.03	36,401,102	4.97	718,524	0	733,116,946	80.79
11	To approve Ninety One's climate strategy.	604,161,269	97.84	13,342,825	2.16	116,331,377	16	617,504,094	68.05
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 2024, together with the reports of the directors and of the auditor of Ninety One plc.	731,610,593	100.00	1,441	0.00	2,223,437	0	731,612,034	80.63
13	Subject to the passing of resolution no. 20, to declare a final dividend on the ordinary shares for the year ended 31 March 2024.	733,127,884	100.00	409	0.00	707,178	0	733,128,293	80.80
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 2025, with the designated audit partner being Allan McGrath.	733,070,391	99.99	57,902	0.01	707,178	0	733,128,293	80.80
15	To authorise the Audit and Risk Committee to set the remuneration of Ninety One plc's auditors.	732,902,001	99.97	222,041	0.03	711,429	0	733,124,042	80.80
Special business: Ninety One plc
16	Ordinary resolution: Directors' authority to allot shares and other securities.	675,306,853	92.11	57,815,260	7.89	713,358	0	733,122,113	80.80
17	Special resolution: Authority to purchase own ordinary shares.	726,791,045	99.17	6,063,170	0.83	981,256	0	732,854,215	80.77
18	Special resolution: Consent to short notice.	709,179,475	97.36	19,234,849	2.64	5,421,147	1	728,414,324	80.28
Ordinary business: Ninety One Limited
19	To present the audited financial statements of Ninety One Limited for the year ended 31 March 2024, 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 2024.	733,127,236	100.00	1,044	0.00	707,191	0	733,128,280	80.80
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 2025, with the designated audit partner being Chantel van den Heever.	732,988,905	99.98	136,190	0.02	710,376	0	733,125,095	80.80
22	Election of Audit and Risk Committee members.
	i.    Victoria Cochrane	732,934,837	99.98	147,183	0.02	753,451	0	733,082,020	80.79
	ii.   Colin Keogh	731,190,316	99.74	1,891,703	0.26	753,452	0	733,082,019	80.79
	iii.  Khumo Shuenyane	695,743,244	94.91	37,338,775	5.09	753,452	0	733,082,019	80.79
23	Authorising the directors to issue up to 5% of the issued ordinary shares in Ninety One Limited.	675,586,891	92.15	57,536,645	7.85	711,935	0	733,123,536	80.80
24	General authority to issue ordinary shares for cash.	604,289,169	82.43	128,833,026	17.57	713,276	0	733,122,195	80.80
Special business: Ninety One Limited
25	Special resolution 1 - Authority to acquire ordinary shares of Ninety One Limited.	724,641,703	98.85	8,418,014	1.15	775,754	0	733,059,717	80.79
26	Special resolution 2 - Financial Assistance.	721,566,182	98.42	11,548,606	1.58	720,682	0	733,114,788	80.79
27	Special resolution 3 - Non-executive directors' remuneration.	732,159,640	99.87	933,250	0.13	742,581	0	733,092,890	80.79

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.

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 284,754,801 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 907,379,427.

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 2024

JSE Sponsor:

J.P. Morgan Equities South Africa Proprietary Limited

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