Annual General Meetings of Investec Limited and Investec plc ('AGM') |
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The Annual General Meetings of Investec plc ('plc') and Investec Limited ('Ltd') were both held on 13 August 2009. The final proxy positions for each company is detailed in the Appendix A. 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. The voting results of the Joint Electorate Actions are identical and are given below. |
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The poll results were: |
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Votes For |
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Votes Against |
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Votes Abstain |
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Result |
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RESULT |
RESOLUTION |
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Common business : Investec plc and |
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Investec Limited |
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To re-elect Samuel Ellis Abrahams as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
359,341,445 |
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77,896,657 |
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28,006,923 |
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Carried |
To re-elect Hugh Sidney Herman as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
449,208,638 |
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12,935,408 |
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3,100,978 |
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Carried |
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 Investec Limited |
295,114,675 |
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131,769,347 |
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38,361,003 |
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Carried |
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 Investec Limited |
462,210,274 |
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2,507,788 |
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526,964 |
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Carried |
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 Investec Limited |
464,354,264 |
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363,798 |
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526,964 |
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Carried |
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 Investec Limited |
359,416,431 |
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77,821,671 |
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28,006,923 |
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Directors' authority to take action in respect of the resolutions |
464,716,518 |
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1,304 |
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527,204 |
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Carried |
Ordinary Business : Investec Limited |
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To receive and adopt the audited financial statements of Investec Limited for the year ended 31 March 2009, together with the reports of the directors of Investec Limited and of the auditors of Investec Limited |
456,444,366 |
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252,150 |
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8,548,510 |
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Carried |
To determine, ratify and approve the remuneration of the directors of Investec Limited for the year ended 31 March 2009 |
461,542,950 |
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2,905,641 |
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796,434 |
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Carried |
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 2008 |
456,485,590 |
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389,432 |
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8,370,004 |
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Carried |
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 2008 |
456,482,015 |
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389,682 |
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8,373,329 |
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Carried |
To declare a final dividend on the ordinary shares and the dividend access (South African Resident) redeemable preference share ('SA DAS share') in Investec Limited for the year ended 31 March 2009 of an amount equal to that recommended by the directors of Investec Limited |
464,713,620 |
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5,190 |
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526,216 |
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Carried |
To re-appoint Ernst & Young Inc. as joint auditors of Investec Limited and to authorise the directors of Investec Limited to fix their remuneration |
461,514,022 |
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495,385 |
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3,235,618 |
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Carried |
To re-appoint KPMG Inc. as joint auditors of Investec Limited and to authorise the directors of Investec Limited to fix their remuneration |
460,514,022 |
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495,385 |
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3,235,618 |
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Carried |
Special Business : Investec Limited |
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Ordinary Resolutions |
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To place 5% of the unissued ordinary shares under the control of the directors |
359,836,427 |
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104,619,146 |
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789,453 |
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Carried |
Placing 5% of the unissued Class 'A' variable rate compulsorily convertible non-cumulative preference shares under the control of the directors |
435,316,330 |
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29,139,243 |
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789,453 |
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Carried |
Placing the remaining unissued shares, being the variable rate cumulative redeemable preference shares, the non-redeemable, non-cumulative, non-participating preference shares and the special convertible redeemable preference shares under the control of the directors |
457,630,425 |
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5,906,288 |
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1,708,313 |
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Carried |
Ordinary Resolutions with a 75% majority |
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Directors' authority to allot and issue ordinary shares for cash in respect of 5% of the unissued ordinary shares |
359,959,372 |
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101,973,001 |
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3,312,653 |
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Carried |
Directors' authority to allot and issue Class 'A' variable rate compulsorily convertible non-cumulative preference shares for cash in respect of 5% of the unissued Class 'A' variable rate compulsorily convertible non-cumulative preference shares |
435,498,840 |
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26,433,673 |
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3,312,513 |
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Carried |
Special Resolutions |
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Directors' authority to acquire ordinary shares and perpetual preference shares |
463,422,974 |
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1,292,843 |
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529,209 |
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Carried |
Increase in share capital: Number of ordinary shares |
459,659,514 |
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4,811,984 |
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773,528 |
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Carried |
Increase in share capital: Number of special convertible redeemable preference shares |
459,975,453 |
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4,488,152 |
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781,421 |
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Carried |
Amendment to Memorandum of Association to reflect increase in authorised share capital |
460,362,351 |
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4,093,754 |
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788,921 |
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Carried |
Amendment to Articles of Association: Annual and General Meetings |
461,901,066 |
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2,557,012 |
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786,948 |
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Carried |
Amendment to Articles of Association: Contents of Notice of General Meetings |
464,447,374 |
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10,704 |
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786,948 |
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Carried |
Amendment to Articles of Association: Votes attaching to shares |
401,941,696 |
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62,513,984 |
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789,346 |
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Carried |
Amendment to Articles of Association: Timing for the deposit of form of proxy |
464,446,801 |
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10,704 |
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787,521 |
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Carried |
Amendment to Articles of Association: Rights of proxy |
464,452,401 |
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5,704 |
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786,921 |
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Carried |
Investec plc |
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Ordinary Business : Investec plc |
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To receive and adopt the audited financial statements of Investec plc for the year ended 31 March 2009, together with the reports of the directors of Investec plc and of the auditors of Investec plc |
456,369,240 |
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327,276 |
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8,548,510 |
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Carried |
To approve the remuneration report of Investec plc for the year ended 31 March 2009 |
461,723,066 |
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2,982,132 |
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539,827 |
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Carried |
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 2008 |
456,490,576 |
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3,607,874 |
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5,146,576 |
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Carried |
To declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2009 of an amount equal to that recommended by the directors of Investec plc |
464,723,345 |
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190 |
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521,491 |
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Carried |
To re-appoint Ernst & Young LLP as auditors of Investec plc and to authorise the directors of Investec plc to fix their remuneration |
461,513,522 |
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495,885 |
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3,235,618 |
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Carried |
Special Business : Investec plc |
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Ordinary Resolution |
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Directors' authority to allot shares and other securities |
313,529,846 |
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150,697,673 |
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1,017,506 |
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Carried |
Special Resolutions |
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Directors' authority to allot ordinary shares for cash |
358,838,619 |
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105,635,592 |
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770,815 |
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Carried |
Directors' authority to purchase ordinary shares |
463,692,674 |
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1,023,716 |
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528,636 |
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Carried |
Ordinary Resolutions |
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Political Donations |
455,855,725 |
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8,637,602 |
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751,699 |
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Carried |
Increase in share capital: Number of ordinary shares |
442,025,433 |
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22,446,065 |
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773,528 |
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Carried |
Increase in share capital: Number of special converting shares |
462,398,938 |
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2,057,222 |
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788,866 |
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Carried |
Special Resolution |
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Amendments to the Articles of Association |
464,433,563 |
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19,597 |
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791,866 |
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Carried |
Document regarding Resolutions passed at the AGM on 13 August 2009: Two copies of all resolutions passed as special business at the AGM on 13 August 2009 have, pursuant to Listing Rule 9.6.2, been submitted to the FSA and will shortly be made available via the FSA's document viewing facility, situated at the Document Disclosure Team, UK Listing Authority, Financial Services Authority, 25 North Colonnade, Canary Wharf, London E14 5HS. David Miller Benita Coetsee Company Secretary Company Secretary Investec plc Investec Limited |
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APPENDIX A
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INVESTEC LIMITED |
INVESTEC PLC |
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FOR |
AGAINST |
Abstain |
FOR |
AGAINST |
Abstain |
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INVESTEC LIMITED |
INVESTEC PLC |
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FOR |
AGAINST |
Abstain |
FOR |
AGAINST |
Abstain |
RES:001 |
135,311,670 |
22,741,158 |
167,623 |
210,005,675 |
55,155,499 |
27,839,300 |
RES:002 |
156,719,802 |
1,333,026 |
167,623 |
278,464,736 |
11,602,382 |
2,933,355 |
RES:003 |
101,025,928 |
57,026,900 |
167,623 |
180,064,647 |
74,742,447 |
38,193,380 |
RES:004 |
156,841,448 |
1,211,380 |
167,623 |
291,344,726 |
1,296,408 |
359,341 |
RES:005 |
158,052,828 |
0 |
167,623 |
292,277,336 |
363,798 |
359,341 |
RES:006 |
135,311,670 |
22,741,158 |
167,623 |
210,080,661 |
55,080,513 |
27,839,300 |
RES:007 |
158,052,828 |
0 |
167,623 |
292,639,590 |
1,304 |
359,581 |
RES:008 |
149,973,503 |
113,273 |
8,133,675 |
292,446,763 |
138,877 |
414,835 |
RES:009 |
157,788,721 |
0 |
431,730 |
289,730,129 |
2,905,641 |
364,704 |
RES:010 |
152,908,661 |
0 |
5,311,790 |
289,552,829 |
389,432 |
3,058,214 |
RES:011 |
152,908,661 |
0 |
5,311,790 |
289,549,254 |
389,682 |
3,061,539 |
RES:012 |
158,052,828 |
0 |
167,623 |
292,636,692 |
5,190 |
358,593 |
RES:013 |
157,732,491 |
320,337 |
167,623 |
289,758,131 |
174,348 |
3,067,995 |
RES:014 |
157,732,491 |
320,337 |
167,623 |
288,758,131 |
174,348 |
3,067,995 |
RES:015 |
116,239,093 |
41,563,021 |
418,337 |
229,575,734 |
63,053,625 |
371,116 |
RES:016 |
155,573,905 |
2,228,209 |
418,337 |
265,720,825 |
26,908,534 |
371,116 |
RES:017 |
156,902,861 |
869,713 |
447,877 |
286,705,964 |
5,034,075 |
1,260,436 |
RES:018 |
116,246,866 |
41,562,748 |
410,837 |
229,690,906 |
60,407,753 |
2,901,816 |
RES:019 |
155,768,989 |
2,040,625 |
410,837 |
265,708,251 |
24,390,548 |
2,901,676 |
RES:020 |
157,514,295 |
538,533 |
167,623 |
291,885,279 |
753,610 |
361,586 |
RES:021 |
157,128,581 |
681,033 |
410,837 |
288,506,833 |
4,130,951 |
362,691 |
RES:022 |
157,582,322 |
227,097 |
411,032 |
288,369,031 |
4,261,055 |
370,389 |
RES:023 |
157,574,822 |
227,097 |
418,532 |
288,763,429 |
3,866,657 |
370,389 |
RES:024 |
157,801,919 |
0 |
418,532 |
290,075,047 |
2,557,012 |
368,416 |
RES:025 |
157,801,919 |
0 |
418,532 |
292,621,355 |
10,704 |
368,416 |
RES:026 |
123,738,612 |
34,063,307 |
418,532 |
264,178,984 |
28,450,677 |
370,814 |
RES:027 |
157,801,919 |
0 |
418,532 |
292,620,782 |
10,704 |
368,989 |
RES:028 |
157,801,919 |
0 |
418,532 |
292,626,382 |
5,704 |
368,389 |
RES:029 |
149,973,503 |
113,273 |
8,133,675 |
292,371,637 |
214,003 |
414,835 |
RES:030 |
158,045,328 |
0 |
175,123 |
289,653,638 |
2,982,132 |
364,704 |
RES:031 |
152,908,661 |
1,412,781 |
3,899,009 |
289,557,815 |
2,195,093 |
1,247,567 |
RES:032 |
158,052,828 |
0 |
167,623 |
292,646,417 |
190 |
353,868 |
RES:033 |
157,732,491 |
320,337 |
167,623 |
289,757,631 |
174,848 |
3,067,995 |
RES:034 |
98,632,145 |
59,177,469 |
410,837 |
200,875,401 |
91,518,404 |
606,669 |
RES:035 |
112,721,515 |
45,088,099 |
410,837 |
232,094,804 |
60,545,693 |
359,978 |
RES:036 |
158,052,555 |
273 |
167,623 |
291,617,819 |
1,021,643 |
361,013 |
RES:037 |
151,122,925 |
6,853,303 |
244,223 |
290,709,200 |
1,783,799 |
507,476 |
RES:038 |
153,844,126 |
3,965,488 |
410,837 |
274,157,207 |
18,480,577 |
362,691 |
RES:039 |
157,598,574 |
203,540 |
418,337 |
290,776,264 |
1,853,682 |
370,529 |
RES:040 |
157,788,721 |
13,393 |
418,337 |
292,620,742 |
6,204 |
373,529 |