Result of AGM and General Meeting

RNS Number : 3146L

Investec PLC

08 August 2013

 



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:

Annual General Meetings and General Meetings of Investec Limited and Investec plc

(the "Shareholder Meetings")

The Shareholder Meetings were held on 08 August 2013.  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 with the exception of resolution 31 at the Annual General Meetings. The voting results of the Joint Electorate Actions are identical and are given below.

Annual General Meetings

		Votes For		Votes Against		Votes Abstain		Result
								RESULT
	RESOLUTION
	Common Business:  Investec plc and Investec Limited
1	To re-elect George Francis Onslow Alford 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.	547,052,957		95,754,467		2,121,182		Carried
2	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.	629,465,862		15,145,213		317,531		Carried
3	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.	631,799,086		12,013,784		1,115,735		Carried
4	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.	633,379,764		11,230,365		318,477		Carried
5	To re-elect Olivia Catherine Dickson 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.	629,622,292		10,934,041		318,037		Carried
6	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.	603,837,636		40,772,574		318,396		Carried
7	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.	507,155,718		136,069,355		1,703,532		Carried
8	To re-elect Haruko Fukuda, OBE 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.	617,907,727		26,529,211		491,668		Carried
9	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.	629,474,558		15,136,343		317,705		Carried
10	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.	508,759,777		130,586,554		5,582,275		Carried
11	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.	630,035,714		14,574,496		318,396		Carried
12	To re-elect Mangalani Peter Malungani 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.	580,952,578		63,657,080		318,948		Carried
13	To re-elect Sir David Prosser 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.	629,960,767		14,648,343		319,096		Carried
14	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.	490,411,217		112,291,341		42,226,048		Carried
15	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.	623,366,275		20,272,170		1,290,161		Carried
16	To 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.	516,297,887		126,785,259		1,845,460		Carried
17	To approve the Dual Listed Companies ("DLC") remuneration report for the year ended 31 March 2013.	531,301,504		106,669,315		6,957,342		Carried
18	To present the DLC report by the chairman of the audit committee for the year ended 31 March 2013.	18,533,724		0		110,591		Carried
19	To present the DLC report by the chairman of the social and ethics committee for the year ended 31 March 2013.	18,533,724		0		110,591		Carried
20	Authority to take action in respect of the resolutions	630,803,796		10,259,452		3,864,559		Carried
21	To present the audited financial statements of Investec Limited for the year ended 31 March 2013, together with the reports of the directors and the auditors	18,533,724		0		110,591		Carried
22	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 2012.	634,024,201		10,591,851		312,555		Carried
23	To sanction the interim dividend paid by Investec Limited on the dividend access (South African Resident) redeemable preference share ("SA DAS share") for the 6 (six) month period ended 30 September 2012.	634,023,022		10,591,886		313,699		Carried
24	Subject to the passing of resolution no. 44 to declare a final dividend on the ordinary shares and the SA DAS share in Investec Limited for the year ended 31 March 2013.	634,023,115		10,592,001		313,491		Carried
25	To re-appoint Ernst & Young Inc. of Ernst & Young House, Wanderers Office Park, 52 Corlett Drive, Illovo, 2196 South Africa (Private Bag X14, Northlands, 2116 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 2014.	629,630,018		14,774,661		523,927		Carried
26	To re-appoint KPMG Inc. of 85 Empire Road, Parktown, 2193 South Africa (Private Bag 9, Parkview, 2122 South Africa), upon 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 2014.	629,531,969		14,301,521		1,095,116		Carried
27	Authorising the directors to issue up to 5% of the unissued ordinary shares.	466,490,937		178,124,008		313,359		Carried
28	Authorising the directors to issue the unissued variable rate, cumulative, redeemable preference shares.	607,328,779		37,286,536		313,292		Carried
29	Authorising the directors to issue the unissued, non-redeemable, non-cumulative, non-participating preference shares	606,799,643		37,815,011		313,953		Carried
30	Authorising the directors to issue the unissued special convertible redeemable preference share	534,487,146		110,127,359		314,102		Carried
31	Directors' authority to allot and issue ordinary shares for cash in respect of 5% of the unissued ordinary shares.	470,752,224		173,863,797		312,586		Not Carried
32	Directors' authority to acquire ordinary shares	600,296,856		43,632,879		998,871		Carried
33	Financial Assistance.	630,081,125		14,246,512		600,970		Carried
34	Directors' remuneration.	537,905,353		105,894,492		770,979		Carried
35	Amendment to Memorandum of Incorporation by insertion of a new unnumbered clause in clause 2	630,898,050		11,144,739		2,885,818		Carried
36	Deletion of clause 3.2 of Memorandum of Incorporation.	626,511,290		18,024,720		392,597		Carried
37	Amendment to clauses 34.2, 153.1(g) and 155.2(j) of the Memorandum of Incorporation	633,805,778		10,530,169		592,660		Carried
38	Increase in authorised share capital	619,757,347		24,541,761		629,498		Carried
39	Amendment to Annexure A of the Memorandum of Incorporation	632,171,877		12,165,359		591,370		Carried
40	Amendment to the Memorandum of Incorporation by insertion of a new Annexure B	443,274,999		15,494,551		186,159,057		Carried
41	Directors' authority to allot and issue the new non-redeemable, non-cumulative, non-participating preference shares	604,817,152		39,752,088		359,366		Carried
42	To receive and adopt the audited financial statements of Investec plc for the year ended 31 March 2013, together with the reports of the directors and of the auditors.	634,122,178		10,051,304		754,019		Carried
43	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 2012.	634,347,344		10,267,942		312,521		Carried
44	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 2013.	634,635,527		9,979,759		312,521		Carried
45	To re-appoint Ernst & Young LLP of 1 More London Place, London, SE1 2AF, as auditors of Investec plc to hold office until the conclusion of the annual general meeting of Investec plc to be held in 2014 and to authorise the directors of Investec plc to fix their remuneration.	633,019,957		11,595,156		312,694		Carried
46	Directors' authority to allot shares and other securities.	333,706,755		305,292,835		5,928,217		Carried
47	Directors' authority to allot ordinary shares for cash.	479,414,303		159,585,518		5,927,986		Carried
48	Directors' authority to purchase ordinary shares.	632,004,627		12,212,789		710,389		Carried
49	Directors' authority to purchase preference shares.	630,649,123		13,754,618		524,065		Carried
50	Adoption of new Articles of Association	634,617,944		9,989,212		320,651		Carried
51	Political donations.	573,934,945		66,917,493		4,074,891		Carried

General Meetings

	Votes For		Votes Against		Votes Abstain		Result
							RESULT
RESOLUTION
Ordinary Business:  Investec plc
To approve the rules of the Investec plc Executive Incentive Plan 2013	381,284,296		143,428,321		93,755,358		Carried

Document regarding Resolutions passed at the Shareholder Meetings on 08 August 2013:

Copies of all resolutions passed as special business at the Shareholder Meetings on 08 August 2013, 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                                                                                                  Benita Coetsee

Company Secretary                                                                                    Company Secretary

Investec plc                                                                                                   Investec Limited

 

END

 

 

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