Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06 JSE share code: INL ISIN: ZAE000081949 |
Investec plc Incorporated in England and Wales Registration number 3633621 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:
NOTICE OF THE ANNUAL GENERAL MEETINGS OF INVESTEC PLC AND INVESTEC LIMITED, ISSUE OF THE ANNUAL REPORT AND NO CHANGE STATEMENT
I) The Annual General Meeting of Investec plc will be held at 11:00am (UK time) on Thursday, 12 August 2010, at the registered office of Investec plc at 2 Gresham Street, London, EC2V 7QP. Pursuant to the Dual Listed Companies structure, the parallel Annual General Meeting of Investec Limited will be held at 12:00pm (SA time) on Thursday, 12 August 2010 at the registered offices of Investec Limited at 100 Grayston Drive, Sandown, Sandton.
II) The Annual Report for the year ended 31 March 2010 and Notices of the Annual General Meeting of Investec plc and Investec Limited have been issued and posted to Investec shareholders today, 30 June 2010.
III) Shareholders are advised that there are no modifications to the results for the year ended 31 March 2010 for Investec plc and Investec Limited, as published on 20 May 2010.
Furthermore, in compliance with the Listing Rules of the UKLA, Investec plc has today submitted the following documents to the UK Listing Authority:
· Annual Report 2010
· Notice of AGM 2010
· Proxy Form 2010
· Amended Articles of Association of Investec plc
These documents will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel no. + 44 (0)20 7676 1000
Shareholders should note Resolution No.35 will be proposed to amend Investec plc's Articles of Association.
The reason for and effect of resolution no. 35 is to amend and replace the existing Articles of Association of Investec plc with new Articles of Association (the "New Articles"), primarily to take account of the implementation of the last parts of the Companies Act 2006 and also account for provisions enacted by the Companies (Shareholders' Rights) Regulations 2009 (the "Shareholders' Rights Regulations"). The amendments are as follows:
· Article 3: Amount of share capital
The current Article 3 states the total amount of the authorised share capital of Investec plc for the purposes of the Companies Act 1985. As the concept of "authorised share capital" has been abolished following implementation of the Companies Act 2006, this provision has been removed in the New Articles.
· Article 11: Rights attaching to shares on issue
The current Article 11 provides for the terms on which shares in Investec plc may be issued. Technical amendments have been made to this Article to clarify the circumstances in which the Directors may determine the rights attaching to such shares.
· Article 12: Directors' power to allot
The current Article 12 has been updated so that the pertinent authorities are defined under the correct section numbers of the Companies Act 2006 in the New Articles and are consistent with the relevant Companies Act 2006 provisions.
· Article 40: Closure of Register
The current Article 40 permits the directors to close the Register of Members and suspend the registration of transfers. This power has been removed in the New Articles.
· Article 53: Lack of quorum
Under the Companies Act 2006, as amended by the Shareholders' Rights Regulations, general meetings adjourned for lack of quorum must be held at least 10 days after the original meeting. The New Articles have been amended to reflect this requirement.
· Article 65: Chairman's casting vote
The New Articles remove the provision giving the chairman a casting vote in the event of an equality of votes as this is no longer permitted under the Companies Act 2006.
Enquiries:
David Miller Benita Coetsee
Company Secretary Company Secretary
Investec plc Investec Limited
+44 (0)207 597 4541 +27 11 286 7957
Date: 30 June 2010