Result of AGM and Class Meeting

RNS Number : 3729V

Investec PLC

07 August 2015

 



Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06       JSE share code: ILRP1 ISIN: ZAE000183216 JSE ordinary share code: INL   NSX ordinary share code: IVD BSE ordinary share code: INVESTEC ISIN: ZAE000081949

Investec plc Incorporated in England and Wales Registration number 3633621 LSE share code: INVP 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:

Results of Annual General Meetings of Investec Limited and Investec plc

(the "Shareholder Meetings") and class meeting of ILRP1 Preference shareholders of Investec Limited (the "Class Meeting")

The Shareholder Meetings were held on 06 August 2015.  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 30, 38 to 42 and 45 were passed as ordinary resolutions and Resolutions 31 to 37, 43 and 44 were passed as special resolutions.

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

Special Resolution No 7 at the Shareholder Meetings was conditional upon a special resolution being passed at the Class Meeting, which was held immediately before the Shareholder Meetings.  This special resolution, which was passed by the requisite majority of the ILRP1 Preference shareholders at the Class Meeting, amends the terms and conditions of the Class ILRP1 redeemable, non-cumulative, non-participating preference shares (Class ILRP1 preference shares) in order to (a) allow for the early redemption of some of the Class ILRP1 preference shares, on a bilateral agreement basis, in the issuer's sole discretion in terms of the new paragraph 46 of Annexure B1 of the Memorandum of Incorporation of Investec Limited and (b) to clarify that a regulatory event as well as a redemption event are applicable in terms of the new paragraph 47 of Annexure B1 of the  Memorandum of Incorporation of Investec Limited.

The results of the Class Meeting are given below.

Annual General Meeting

	RESOLUTION
	Common Business:  Investec plc and Investec Limited
		Votes For	%	Votes Against	%	TOTAL	Votes cast as % of issued capital	Withheld	RESULT
1	To re-elect Glynn Robert Burger as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.	661,361,890	98%	11,784,763	2%	673,146,653	74%	2,146,182	Carried
2	To re-elect Cheryl Ann Carolus as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.	564,964,568	86%	90,626,956	14%	655,591,524	72%	19,701,311	Carried
3	To re-elect Peregrine Kenneth Oughton Crosthwaite as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.	671,696,853	100%	1,428,802	0%	673,125,655	74%	2,167,180	Carried
4	To re-elect Hendrik Jacobus du Toit as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.	661,620,436	98%	11,526,198	2%	673,146,634	74%	2,146,201	Carried
5	To re-elect Bradley Fried as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.	554,715,276	85%	100,875,253	15%	655,590,529	72%	19,702,306	Carried
6	To re-elect David Friedland as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.	492,849,616	75%	161,145,227	25%	653,994,843	72%	21,297,992	Carried
7	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 the Memorandum of Incorporation of Investec Limited.	655,503,719	97%	17,642,934	3%	673,146,653	74%	2,146,182	Carried
8	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 the Memorandum of Incorporation of Investec Limited.	561,005,074	86%	94,586,450	14%	655,591,524	72%	19,701,311	Carried
9	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 the Memorandum of Incorporation of Investec Limited.	664,878,970	99%	8,267,683	1%	673,146,653	74%	2,146,182	Carried
10	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 the Memorandum of Incorporation of Investec Limited.	503,539,369	77%	150,317,154	23%	653,856,523	72%	21,436,312	Carried
11	To re-elect Fani Titi as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.	664,644,111	99%	6,671,301	1%	671,315,412	74%	3,976,961	Carried
12	To elect Charles Richard Jacobs as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.	654,381,727	100%	1,326,244	0%	655,707,971	72%	19,584,861	Carried
13	To elect Lord Malloch-Brown as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.	671,817,024	100%	1,327,819	0%	673,144,843	74%	2,147,992	Carried
14	To elect Khumo Lesego Shuenyane as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.	671,412,622	100%	1,326,087	0%	672,738,709	74%	2,554,126	Carried
15	To elect Zarina Bibi Mahomed Bassa as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.	667,974,327	99%	5,170,516	1%	673,144,843	74%	2,147,992	Carried
16	To elect Laurel Charmaine Bowden as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.	669,184,416	99%	3,555,034	1%	672,739,450	74%	2,553,385	Carried
17	To approve the dual listed companies' ('DLC') directors' remuneration report (other than the part containing the directors' remuneration policy) for the year ended 31 March 2015.	567,427,567	84%	105,021,932	16%	672,449,499	74%	2,843,336	Carried
18	To approve the dual listed companies ('DLC') directors' remuneration policy contained in the DLC remuneration report.	505,159,546	75%	167,830,111	25%	672,989,657	74%	2,303,178	Carried
19	To present the dual listed companies  ('DLC') report by the chairman of the audit committees for the year ended 31 March 2015								Non-voting
20	To present the dual listed companies ('DLC') report by the chairman of the social and ethics committee for the year ended 31 March 2015.								Non-voting
21	To authorise any director or the company secretaries of Investec plc and Investec Limited to do all things and sign all documents which may be necessary to carry into effect the resolutions contained in this notice to the extent the same have been passed and, where applicable, filed.	672,517,002	100%	1,566	0%	672,518,568	74%	2,774,082	Carried
	Ordinary business: Investec Limited
22	To present the audited financial statements of Investec Limited for the year ended 31 March 2015, together with the reports of the directors and the auditors.								Non-voting
23	To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the 6 (six) month period ended 30 September 2014.	672,909,213	100%	24,969	0%	672,934,182	74%	2,358,827	Carried
24	Subject to the passing of resolution No 40, to declare a final dividend on the ordinary shares and the SA DAS share in Investec Limited for the year ended 31 March 2015.	672,909,199	100%	24,809	0%	672,934,008	74%	3,822,106	Carried
25	To re-appoint Ernst & Young Inc. of 102 Rivonia Road, Sandton 2128 South Africa (Private Bag X14, Sandton 2146 South Africa), upon the recommendation of the current audit  committee, as joint auditors of Investec Limited to hold office until the conclusion of the annual general meeting of Investec Limited to be held in 2016.	665,908,437	99%	5,562,292	1%	671,470,729	74%	3,939,409	Carried
26	To re-appoint KPMG Inc. of 85 Empire Road, Parktown 2193 South Africa (Private Bag 9, Parkview 2122 South Africa), upon the recommendation of the current audit committee, as joint auditors of Investec Limited to hold office until the conclusion of the annual general meeting of Investec Limited  to be held in 2016.	670,083,584	100%	1,269,842	0%	671,353,426	74%	3,931,261	Carried
	Special business: Investec Limited
	Ordinary resolutions
27	Directors' authority to issue up to 5% of the unissued ordinary shares.	571,889,671	85%	99,471,903	15%	671,361,574	74%	2,359,766	Carried
28	Directors' authority to issue the unissued variable rate, cumulative, redeemable preference shares.	646,581,472	96%	26,351,771	4%	672,933,243	74%	4,196,414	Carried
29	Directors' authority to issue the unissued non-redeemable, non-cumulative, non-participating preference shares.	646,620,785	96%	26,312,284	4%	672,933,069	74%	3,996,568	Carried
30	Directors' authority to issue the unissued special convertible redeemable preference shares.	643,242,016	96%	29,690,644	4%	672,932,660	74%	4,079,931	Carried
	Special resolutions
31	Special resolution No 1:  Directors' authority to acquire ordinary shares.	659,239,284	98%	11,857,137	2%	671,096,421	74%	2,659,560	Carried
32	Special resolution No 2: Directors' authority to acquire Class ILRP1 redeemable, non-participating preference shares, Class ILRP2 redeemable, non-participating preference shares, any other redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares.	669,681,195	100%	1,615,072	0%	671,296,267	74%	2,506,464	Carried
33	Special resolution No 3: Financial assistance	665,052,223	99%	6,160,681	1%	671,212,904	74%	2,506,464	Carried
34	Special resolution No 4: Directors' remuneration	516,480,504	77%	154,581,743	23%	671,062,247	74%	4,171,858	Carried
35	Special resolution No 5: Amendment to the authorised share capital of Investec Limited.	670,306,060	100%	2,326,815	0%	672,632,875	74%	2,239,332	Carried
36	Special resolution No 6: Amendment to Annexure A of the Memorandum of Incorporation of Investec Limited.	671,282,632	100%	1,503,739	0%	672,786,371	74%	2,238,853	Carried
37	Special resolution No 7: Amendment to Annexure B1 of the Memorandum of Incorporation of Investec Limited.	672,748,428	100%	37,943	0%	672,786,371	74%	2,383,949	Carried
	Investec plc
	Ordinary business: Investec plc
38	To receive and adopt the audited financial statements of Investec plc for the year ended 31 March 2015, together with the reports of the directors and the auditors.	669,847,905	100%	1,273,072	0%	671,120,977	74%	3,874,332	Carried
39	To sanction the interim dividend paid by Investec plc on the ordinary shares in Investec plc for the 6 (six) month period ended 30 September 2014.	673,048,186	100%	5,317	0%	673,053,503	74%	69,506,413	Carried
40	Subject to the passing of resolution No 24, to declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2015.	673,053,600	100%	382	0%	673,053,982	74%	0	Carried
41	To re-appoint Ernst & Young LLP as auditors of Investec plc and to authorise the directors of Investec plc to fix their remuneration.	666,558,338	99%	6,388,316	1%	672,946,654	74%	0	Carried
	Special business: Investec plc
	Ordinary resoluton
42	Directors' authority to allot shares and other securities.	506,145,891	75%	165,189,806	25%	671,335,697	74%	0	Carried
	Special resolutions
43	Special resolution No 8: Directors' authority to purchase ordinary shares.	672,493,941	100%	414,945	0%	672,908,886	74%	0	Carried
44	Special resolution No 9: Directors' authority to purchase preference shares.	671,370,592	100%	47,911	0%	671,418,503	74%	0	Carried
	Ordinary resolution
45	Political donations.	564,272,347	93%	41,513,852	7%	605,786,199	67%	0	Carried

Class Meeting

	Votes For	%	Votes Against	%	TOTAL	Votes cast as % of issued capital	Withheld	RESULT
Special resolution No 1: Amendment to Annexure B1 of the Memorandum of Incorporation of Investec Limited.	332,535	100%	0	0%	332,535	81%	0	Carried

As at the date of the AGM, Investec plc's issued capital consists of 616,918,029 ordinary shares of GBP0.0002 each and Investec Limited's issued capital consists of 291,363,706 ordinary shares of ZAR0.0002 each. Investec Limited holds 23,225,727 ordinary shares in Treasury.  In accordance with the dual listed companies structure, the aggregate number of voting rights which may be exercised at the AGM was 885,056,008.

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.

Document regarding Resolutions passed at the Shareholder Meetings on 06 August 2015:

Copies of all resolutions passed as special business at the Shareholder Meetings on 06 August 2015, pursuant to Listing Rule 9.6.2, will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

      David Miller                                                                                                   Niki van Wyk

Company Secretary                                                                                    Company Secretary

Investec plc                                                                                                   Investec Limited

 

END

 

 

RAGSSDFIMFISEIA