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INVESTEC LIMITED - Results of Annual General Meetings of Investec Limited and Investec plc

Release Date: 08/08/2019 17:30
Code(s): INL INP     PDF:  
 
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Results of Annual General Meetings of Investec Limited and Investec plc

Investec Limited                                                 Investec plc
Incorporated in the Republic of South Africa                     Incorporated in England and Wales
Registration number 1925/002833/06                               Registration number 3633621
JSE ordinary share code: INL                                     LSE share code: INVP
NSX ordinary share code: IVD                                     JSE share code: INP
BSE ordinary share code: INVESTEC                                ISIN: GB00B17BBQ50
ISIN: ZAE000081949

(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 Guidance
and Transparency Rules and the Listing Rules of the United Kingdom Listing Authority (the “UKLA”) and/or the
JSE Listings Requirements.

Accordingly we advise of the following:
                   
Results of Annual General Meetings of Investec Limited and Investec plc (the “Shareholder Meetings”)

The Shareholder Meetings were held on 08 August 2019. 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 15, 17 to 23, 28 to 33 and 36 were passed as ordinary
resolutions. Resolutions 24 to 27 and resolutions 34 and 35 were passed as special resolutions.

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

                                                                                                Total
                                                                                                                      Votes
                                                                                               Votes
                                                                                                                     Withheld
                                                                                              Cast as
                                               % of                    % of                                           as a %
                                                            Votes               Total Votes    a % of     Votes
         Resolution              Votes For     Votes                   Votes                                          of the
                                                           Against                 Cast          the     Withheld
                                               Cast                    Cast                                          Ordinary
                                                                                              Ordinary
                                                                                                                      Shares
                                                                                               Shares
                                                                                                                     in Issue
                                                                                              in Issue
                                      Common Business: Investec plc and Investec Limited
      Re-election of Zarina
  1                              717,607,239   90.36%     76,518,374   9.64%    794,125,613   80.60%     1,705,504    0.17%
      Bibi Mahomed Bassa
      Re-election         of
  2   Peregrine    Kenneth       748,736,583   94.28%     45,388,899   5.72%    794,125,482   80.60%     1,705,635    0.17%
      Oughton Crosthwaite
      Re-election of Hendrik
  3                              788,198,176   99.25%     5,927,144    0.75%    794,125,320   80.60%     1,705,654    0.17%
      Jacobus du Toit
      Re-election of David
  4                              791,135,156   99.62%     2,990,082    0.38%    794,125,238   80.60%     1,705,735    0.17%
      Friedland
      Re-election of Philip
  5                              750,945,523   94.59%     42,932,729   5.41%    793,878,252   80.57%     1,952,881    0.20%
      Alan Hourquebie
      Re-election of Charles
  6                              791,430,889   99.66%     2,694,609    0.34%    794,125,498   80.60%     1,705,635    0.17%
      Richard Jacobs
      Re-election of Ian
  7                              779,967,731   98.22%     14,157,167   1.78%    794,124,898   80.60%     1,706,235    0.17%
      Robert Kantor
      Re-election of Lord
  8                              791,508,966   99.67%     2,617,714    0.33%    794,126,680   80.60%     1,704,454    0.17%
      Malloch-Brown
      Re-election of Khumo
  9                              791,556,106   99.68%     2,571,348    0.32%    794,127,454   80.60%     1,703,680    0.17%
      Lesego Shuenyane
 10   Re-election of Fani Titi   787,962,089   99.23%     6,152,007    0.77%    794,114,096   80.60%     1,717,038    0.17%
      Election of Kim Mary
 11                              788,162,942   99.25%     5,965,922    0.75%    794,128,864   80.60%     1,702,270    0.17%
      McFarland
      Election of Nishlan
 12                              787,759,112   99.20%     6,370,352    0.80%    794,129,464   80.60%     1,701,670    0.17%
      Andre Samujh
      Approval of the DLC
      directors’ remuneration
 13                              645,542,952   81.32%    148,331,577   18.68%   793,874,529   80.57%     1,956,604    0.20%
      report for the year
      ended 31 March 2019
     Approval of the DLC
14   directors’ remuneration    647,824,159   81.58%   146,303,581   18.42%    794,127,740   80.60%   1,703,393   0.17%
     policy
     Authority to take action
15   in respect of the          794,110,217   99.99%     61,493       0.01%    794,171,710   80.60%   1,658,463   0.17%
     resolutions
                                              Ordinary business: Investec Limited
     Presentation of the
     audited financial
16                                                                       Non-voting
     statements for the year
     ended 31 March 2019
     Sanction of the interim
17   dividend paid on the       790,192,967   99.86%    1,077,432     0.14%    791,270,399   80.31%   4,561,150   0.46%
     ordinary shares
     Sanction of the interim
18   dividend paid on the       790,870,978   99.95%     400,139      0.05%    791,271,117   80.31%   4,560,457   0.46%
     SA DAS share
     Subject to the passing
     of Resolution 30,
     approval of the final
19                              791,044,191   99.97%     228,326      0.03%    791,272,517   80.31%   4,559,057   0.46%
     dividend on the
     ordinary shares and
     the SA DAS share
     Re-appointment of
20   Ernst & Young Inc. as      660,224,920   83.44%   131,045,033   16.56%    791,269,953   80.31%   4,561,620   0.46%
     joint auditors
     Re-appointment of
21   KPMG Inc. as joint         632,614,016   79.93%   158,812,565   20.07%    791,426,581   80.32%   4,555,080   0.46%
     auditors
                                               Special business: Investec Limited
     Authority to issue the
     unissued variable rate,
     cumulative,
     redeemable
     preference shares and
22                              734,050,552   94.40%   43,513,545     5.60%    777,564,097   78.92%   4,567,037   0.46%
     the unissued non-
     redeemable, non-
     cumulative, non-
     participating
     preference shares
     Authority to issue the
     unissued special
23   convertible                729,193,745   93.78%   48,369,819     6.22%    777,563,564   78.92%   4,567,570   0.46%
     redeemable
     preference shares
     Authority to acquire
24                              769,429,538   97.29%   21,414,247     2.71%    790,843,785   80.26%   4,987,347   0.51%
     ordinary shares
     Authority to acquire
     any redeemable, non-
     participating
     preference shares and
25                              784,901,030   99.25%    5,943,532     0.75%    790,844,562   80.26%   4,986,570   0.51%
     non-redeemable, non-
     cumulative, non-
     participating
     preference shares
26   Financial assistance       781,655,935   98.79%    9,578,290     1.21%    791,234,225   80.30%   4,596,908   0.47%
     Approval of the non-
27   executive directors’       787,928,061   99.67%    2,626,595     0.33%    790,554,656   80.24%   5,276,478   0.54%
     remuneration
                                                Ordinary Business: Investec plc
     Receive the audited
     financial statements
28                              791,675,549   99.91%     722,476      0.09%    792,398,025   80.42%   3,433,549   0.35%
     for the year ended 31
     March 2019
     Sanction of the interim
29   dividend paid on the       793,799,296   99.95%     400,345      0.05%    794,199,641   80.61%   1,631,933   0.17%
     ordinary shares
      Subject to the passing
      of Resolution 19,
 30   approval of the final    793,990,391   99.97%    209,225       0.03%       794,199,616   80.61%   1,631,958   0.17%
      dividend on the
      ordinary shares
      Re-appointment of
 31   Ernst & Young LLP as     690,040,007   87.12%   101,986,984   12.88%       792,026,991   80.38%   3,804,582   0.39%
      auditors
      Authority for the
      directors to set the
 32                            790,040,363   99.48%    4,112,328     0.52%       794,152,691   80.60%   1,678,883   0.17%
      remuneration of the
      company’s auditors
                                                Special Business: Investec plc
      Authority to allot
 33   Investec plc special     747,989,303   94.26%   45,555,026     5.74%       793,544,329   80.54%   2,296,322   0.23%
      converting shares
      Authority to purchase
 34                            792,062,121   99.78%    1,752,823     0.22%       793,814,944   80.57%   2,016,189   0.20%
      ordinary shares
      Authority to purchase
 35                            769,972,571   97.00%   23,842,187     3.00%       793,814,758   80.57%   2,016,016   0.20%
      preference shares
 36   Political donations      644,805,835   81.30%   148,273,325   18.70%       793,079,160   80.49%   2,751,462   0.28%


In accordance with the UK Corporate Governance Code, with respect to resolutions with more than 20% of
votes cast against such resolution, the group is required to explain how it will consult shareholders in order to
understand the reasons behind the result.

The Boards of Directors of Investec plc and Investec Limited (the “Board”) recognises that effective
communication is vital and is committed to providing meaningful, transparent and timely information to
stakeholders. As part of the group’s stakeholder engagement philosophy and process, the Group Chairman and
the Remuneration Committee Chairman actively engage with UK shareholder representative organisations and
the group’s largest shareholders on an annual basis. These meetings are in addition to the numerous meetings
shareholders have with executive management.

The Board notes that at today’s annual general meetings (“AGM”) resolution 21 (the re-appointment of KPMG
Inc. as joint auditors of Investec Limited) passed with just below an 80% majority.

The Audit Committee identified audit quality as a Key Audit Matter as defined by auditing standards and
accordingly spent considerable time gaining assurance in this regard and included specific additional
procedures to satisfy itself regarding audit quality, audit firm transparency processes, auditor independence and
objectivity and auditor rotation planning, where Investec Limited is and intends to remain compliant with the
mandated requirements around Mandatory Audit Firm Rotation (“MAFR”). Regarding KPMG Inc., a number of
specific additional processes both at a local and international level were implemented to ensure and confirm
audit quality. These matters have been explained in detail in the group’s 2019 Audit Committee Report,
contained in the 2019 integrated annual report.

These matters have been discussed at length with the group’s largest shareholders. The Board will continue to
engage with shareholders and consider shareholder feedback in developing and refining its policies and
practices. In accordance with the UK Corporate Governance Code an update will be provided within six months
of the AGM in respect of the resolutions which were passed with majorities of less than 80%.

Other information

As at the date of the AGM, Investec plc’s issued capital consists of 696,082,618 ordinary shares of GBP0.0002
each and Investec Limited’s issued capital consists of 318,904,709 ordinary shares of ZAR0.0002 each.
Investec Limited holds 29,693,939 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 985,293,388.

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 08 August 2019:
•   Copies of all resolutions passed as special business at the Shareholder Meetings on 08 August 2019,
    pursuant to Listing Rule 9.6.2, will be submitted to the National Storage Mechanism and will shortly be
    available for inspection at www.morningstar.co.uk



David Miller                                                   Niki van Wyk
Company Secretary                                              Company Secretary
Investec plc                                                   Investec Limited

Johannesburg and London

Date: 08 August 2019
Sponsor: Investec Bank Limited

Date: 08/08/2019 05:30:00
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