Result of AGM

RNS Number : 5652O

Investec PLC

07 August 2014

 



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:

Annual General Meetings of Investec Limited and Investec plc

(the "Shareholder Meetings")

The Shareholder Meetings were held on 07 August 2014.  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 28, 32 to 37 and 40 were passed as ordinary resolutions and Resolutions 29 to 31, 38 and 39 were passed as special resolutions. Resolution 36 was passed with the requisite two-thirds majority.

The Board notes that the resolutions to approve the Directors' Remuneration Report and the Remuneration Policy were passed with the requisite majorities. The Board recognises the number of votes opposing the Remuneration Policy resolution, notwithstanding the wide consultation as these proposals were developed. We will continue to engage with shareholders and representative bodies to understand their concerns relating to our Remuneration Policy in this regard

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

	RESOLUTION
	Common Business:  Investec plc and Investec Limited
		% Issued share Capital voted	Votes for	% in favour	Votes against	% against	Votes abstain		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.	78%	695,947,814	99%	9,495,234	1%	1,500,176		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.	78%	703,127,340	100%	2,143,055	0%	1,672,829		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.	78%	704,075,770	100%	1,375,580	0%	1,491,874		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.	78%	694,015,665	98%	11,427,980	2%	1,499,579		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.	76%	462,056,865	68%	220,904,713	32%	23,981,645		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.	76%	496,393,487	73%	187,239,556	27%	23,310,181		Carried
7	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.	76%	554,601,944	81%	130,373,847	19%	21,967,433		Carried
8	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.	78%	695,060,777	99%	10,382,673	1%	1,499,774		Carried
9	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.	76%	552,150,622	81%	132,853,632	19%	21,938,970		Carried
10	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.	78%	696,838,268	99%	8,605,182	1%	1,499,774		Carried
11	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.	58%	516,406,105	99%	4,478,418	1%	186,058,700		Carried
12	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.	76%	507,423,551	74%	175,803,754	26%	23,715,918		Carried
13	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.	78%	674,228,624	96%	28,825,592	4%	3,889,008		Carried
14	To approve the dual listed companies (DLC) remuneration report (other than that part containing the directors' remuneration policy) for the year ended 31 March 2014.	77%	621,054,783	90%	66,835,396	10%	19,053,045		Carried
15	To approve the dual listed companies (DLC) remuneration policy contained in the DLC remuneration report.	77%	386,306,305	56%	308,140,134	44%	12,496,785		Carried
16	To present the dual listed companies (DLC) report by the chairman of the audit committees for the year ended 31 March 2014.								Non-voting resolution
17	To present the dual listed companies (DLC) report by the chairman of the social and ethics committee for the year ended 31 March 2014.								Non-voting resolution
18	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.	78%	705,408,890	100%	36,277	0%	1,497,057		Carried
	Ordinary business: Investec Limited
19	To present the audited annual financial statements of Investec Limited for the year ended 31 March 2014, together with the reports of the directors and the auditors, to the shareholders.								Non-voting resolution
20	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 2013.	78%	705,417,132	100%	34,794	0%	1,484,768		Carried
21	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 2013.	78%	705,416,407	100%	34,965	0%	1,485,322		Carried
22	Subject to the passing of resolution No 34, 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 2014 of an amount equal to that recommended by the directors of Investec Limited.	78%	705,339,155	100%	112,692	0%	1,484,847		Carried
23	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 2015.	78%	703,158,824	100%	2,284,363	0%	1,490,227		Carried
24	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 2015.	78%	703,881,430	100%	1,161,650	0%	1,890,334		Carried
	Special Business: Investec Limited
25	Ordinary resolution: Authorising the directors to issue up to 5% of the unissued ordinary shares	78%	595,823,410	85%	105,524,045	15%	5,594,269		Carried
26	Ordinary resolution: Authorising the directors to issue the unissued variable rate, cumulative, redeemable preference shares	78%	679,803,766	96%	25,650,819	4%	1,487,139		Carried
27	Ordinary resolution: Authorising the directors to issue the unissued non-redeemable, non-cumulative, non-participating preference shares  ("perpetual preference shares")	78%	679,060,542	96%	25,572,903	4%	2,308,279		Carried
28	Ordinary resolution: Authorising the directors to issue the unissued special convertible redeemable preference shares	78%	612,307,869	87%	92,325,533	13%	2,308,292		Carried
	Special Resolutions: Investec Limited
29	Special resolution No 1: Directors' authority to acquire ordinary shares	78%	671,118,595	95%	33,187,888	5%	2,632,644		Carried
30	Special resolution No 2: Financial assistance	78%	702,525,934	100%	2,917,948	0%	1,497,791		Carried
31	Special resolution No 3: directors' remuneration	78%	693,881,841	99%	10,172,963	1%	2,885,869		Carried
	Ordinary business: Investec plc
32	To receive and adopt the audited financial statements of Investec plc for the year ended 31 March 2014, together with the reports of the directors of Investec plc and of the auditors of Investec plc.	78%	703,941,091	100%	387,778	0%	2,614,355		Carried
33	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 2013.	79%	705,428,256	100%	112,706	0%	1,402,262		Carried
34	Subject to the passing of resolution No 22, to declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2014 of an amount equal to that recommended by the  directors of Investec plc.	79%	705,506,129	100%	34,833	0%	1,402,262		Carried
35	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 2015 and to authorise the directors of Investec plc to fix their remuneration.	78%	703,873,641	100%	1,579,597	0%	1,488,986		Carried
	Special Business: Investec plc
36	Ordinary resolution: Maximum ratio of variable to fixed remuneration	78%	610,793,240	87%	89,612,263	13%	6,536,721		Carried
37	Ordinary resolution: Directors' authority to allot shares and other securities	78%	568,550,624	81%	136,083,511	19%	2,309,089		Carried
	Special Resolutions: Investec plc
38	Special resolution No 4: Directors' authority to purchase ordinary shares	78%	704,498,099	100%	130,151	0%	2,314,974		Carried
39	Special resolution No 5:  Directors' authority to purchase preference shares	78%	703,520,955	100%	214,914	0%	3,207,355		Carried
	Ordinary Resolution: Investec plc
40	Ordinary resolution: Political donations	78%	651,220,511	93%	52,740,818	7%	2,980,895		Carried

As at the date of the AGM, Investec plc's issued capital consists of 612,999,388 ordinary shares of GBP0.0002 each and Investec Limited's issued capital consists of 285,748,623 ordinary shares of ZAR0.0002 each. In accordance with the dual listed companies structure, the aggregate number of voting rights was 898,748,011.

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 or, for the purposes of resolution 36, the proportion of voting rights in the aggregate issued capital of Investec plc and Investec Limited which were voted on the resolution. Proxy appointments which gave discretion to the Chairman have been included in the 'for' total.

David Miller                                                                                                 Niki van Wyk

Company Secretary                                                                                    Company Secretary

Investec plc                                                                                                 Investec Limited

 

END

 

 

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