Result of AGM

Ninety One PLC
26 July 2023
 

Ninety One plc
Incorporated in England and Wales

Registration number: 12245293

Date of registration: 4 October 2019
LSE share code: N91

JSE share code: N91

ISIN: GB00BJHPLV88

 

Ninety One Limited
Incorporated in the Republic of South Africa

Registration number: 2019/526481/06

Date of registration: 18 October 2019
JSE share code: NY1

ISIN: ZAE000282356

 

 

 

As part of the dual-listed companies' structure, Ninety One plc and Ninety One Limited notify both the LSE and the JSE of matters which are required to be disclosed under the Disclosure Guidance and Transparency Rules and Listing Rules of the FCA and/or the Listings Requirements of the JSE.

 

Results of Annual General Meetings of Ninety One plc and Ninety One Limited

(the "Annual General Meetings" or "AGMs")

 

The AGMs were held on 26 July 2023 physically and electronically by audiocast. As required by the companies' dual-listed 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.

 

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

 

Resolution

Votes For

%

Votes Against

%

Votes Withheld

%

Total Votes Cast

Total Votes Cast as a % of the Ordinary Shares in Issue

 

Common business: Ninety One plc and Ninety One Limited

1

To re-elect Hendrik du Toit as a director.

        723,708,194

99.61

                2,832,923

0.39

          1,114,623

0.15

               726,541,117

79.06

 

2

To re-elect Kim McFarland as a director.

        720,738,513

99.20

                5,799,032

0.80

          1,118,195

0.15

               726,537,545

79.06

 

3

To re-elect Gareth Penny as a director.

        716,552,863

98.63

                9,956,320

1.37

          1,146,557

0.16

               726,509,183

79.06

 

4

To re-elect Idoya Basterrechea Aranda as a director.

        726,345,073

99.94

                   433,527

0.06

             877,140

0.12

               726,778,600

79.09

 

5

To re-elect Colin Keogh as a director.

        726,344,304

99.94

                   434,365

0.06

             877,071

0.12

               726,778,669

79.09

 

6

To re-elect Busisiwe Mabuza as a director.

        724,799,354

99.76

                1,710,941

0.24

             868,621

0.12

               726,510,295

79.06

 

7

To re-elect Victoria Cochrane as a director.

        725,063,148

99.76

                1,715,458

0.24

             877,134

0.12

               726,778,606

79.09

 

8

To re-elect Khumo Shuenyane as a director.

        643,167,773

93.66

              43,508,538

6.34

        40,979,366

5.63

               686,676,311

74.73

 

9

To approve the directors' remuneration report, for the year ended 31 March 2023.

        625,603,731

98.71

                8,144,325

1.29

        93,907,462

12.91

               633,748,056

68.97

 

10

To approve the directors' remuneration policy.

        690,982,562

95.08

              35,763,262

4.92

             909,475

0.12

               726,745,824

79.09

 

11

To approve Ninety One's climate strategy.

        625,135,495

98.29

              10,899,079

1.71

        91,621,166

12.59

               636,034,574

69.21

 

Ordinary business: Ninety One plc

12

To receive and adopt the audited annual financial statements of Ninety One plc for the year ended 31 March 2023, together with the reports of the directors and of the auditor of Ninety One plc.

        725,466,404

100.00

                     33,684

0.00

          2,155,652

0.30

               725,500,088

78.95

 

13

Subject to the passing of resolution no. 20, to declare a final dividend on the ordinary shares for the year ended 31 March 2023.

        726,762,233

100.00

                     32,603

0.00

             860,904

0.12

               726,794,836

79.09

 

14

To re-appoint PricewaterhouseCoopers LLP of 7 More London Riverside, London, SE1 2RT, as auditor of Ninety One plc to hold office until the conclusion of the Annual General Meeting of Ninety One plc to be held in 2024, with the designated audit partner being Allan McGrath.

        726,764,202

99.99

                     36,772

0.01

             853,766

0.12

               726,800,974

79.09

 

15

To authorise the Audit and Risk Committee to set the remuneration of Ninety One plc's auditors.

        726,620,727

99.98

                   122,113

0.02

             872,900

0.12

               726,742,840

79.09

 

Special business: Ninety One plc

16

Ordinary resolution: Directors' authority to allot shares and other securities.

        657,935,679

90.52

              68,873,004

9.48

             847,057

0.12

               726,808,683

79.09

 

17

Special resolution: Authority to purchase own ordinary shares.

        725,584,864

99.87

                   965,263

0.13

          1,105,467

0.15

               726,550,127

79.06

 

18

Special resolution: Consent to short notice.

        702,105,555

96.60

              24,702,223

3.40

             847,868

0.12

               726,807,778

79.09

 

Ordinary business: Ninety One Limited

19

To present the audited financial statements of Ninety One Limited for the year ended 31 March 2023, together with the reports of the directors, the auditor, the chair of the Audit and Risk Committee and the chair of the Sustainability, Social and Ethics Committee to the shareholders.

Non-voting resolution

20

Subject to the passing of resolution no. 13, to declare a final dividend on the ordinary shares for the year ended 31 March 2023.

        726,759,736

100.00

                     32,603

0.00

             863,401

0.12

               726,792,339

79.09

 

21

To re-appoint PricewaterhouseCoopers Inc. of 5 Silo Square, V&A Waterfront, Cape Town, 8002, South Africa, upon the recommendation of the current Audit and Risk Committee, as auditor of Ninety One Limited, to hold office until the conclusion of the Annual General Meeting of Ninety One Limited to be held in 2024, with the designated audit partner being Chantel van den Heever.

 

        726,755,513

99.99

                     37,786

0.01

             860,442

0.12

               726,793,299

79.09

 

22

Election of Audit and Risk Committee members.


i. Victoria Cochrane

 

        726,743,254

100.00

                     33,877

0.00

             876,610

0.12

               726,777,131

79.09

 

ii.Colin Keogh

 

        725,918,297

99.88

                   858,828

0.12

             876,616

0.12

               726,777,125

79.09

 

iii.Khumo Shuenyane

 

        625,891,478

86.12

            100,894,453

13.88

             867,810

0.12

               726,785,931

79.09

 

23

Authorising the directors to issue up to (i) 5% of the issued ordinary shares; and (ii) 5% plus 154,067 of the issued Special Converting Shares.

        654,758,989

90.09

              72,029,115

9.91

             865,637

0.12

               726,788,104

79.09

 

24

General authority to issue ordinary shares for cash.

        578,601,311

79.61

            148,186,714

20.39

             865,716

0.12

               726,788,025

79.09

 

 

Special business: Ninety One Limited

25

Special resolution 1 - Authority to acquire ordinary shares of Ninety One Limited.

        690,786,547

96.80

              22,860,643

3.20

        14,006,551

1.92

               713,647,190

77.66

 

26

Special resolution 2 - Financial Assistance.

        681,556,905

95.47

              32,313,862

4.53

        13,782,974

1.89

               713,870,767

77.68

 

27

Special resolution 3 - Non-executive directors' remuneration.

        689,043,699

96.55

              24,618,478

3.45

        13,991,564

1.92

               713,662,177

77.66

 

 

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.

 

The Board notes that resolution 24, although it passed, had a significant number of votes cast against it (20.39%). The Board will continue its ongoing dialogue with shareholders and consult as appropriate to fully understand any concerns in relation to this resolution. In accordance with provision 4 of the 2018 UK Corporate Governance Code, the Board shall provide an update on these engagements within six months of the AGM.

 

Other information

 

As at the date of the AGM, Ninety One plc's issued capital consists of 622,624,622 ordinary shares of GBP0.0001 each and Ninety One Limited's issued capital consists of 296,309,423 ordinary shares of no par value. In accordance with the dual-listed companies' structure, the aggregate number of voting rights which may be exercised at the AGM was 918,934,045.

 

Resolutions 17, 18, 25, 26 and 27 were passed as special resolutions. Copies of resolutions 16, 17 and 18 will be filed with Companies House in the United Kingdom.

 

In accordance with FCA Listing Rule 9.6.2, a copy of the resolutions passed at today's AGM, other than resolutions concerning ordinary business, will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

 

26 July 2023

 

 

 

J.P. Morgan Equities South Africa Proprietary Limited

+27 (0) 115 070 300

 

 

 

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Companies

Ninety One (N91)
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