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Results of Annual General Meetings of Ninety One plc and Ninety One Limited
Ninety One plc Ninety One Limited
Incorporated in England and Wales Incorporated in the Republic of South Africa
Registration number: 12245293 Registration number: 2019/526481/06
Date of registration: 4 October 2019 Date of registration: 18 October 2019
LSE share code: N91 JSE share code: NY1
JSE share code: N91 ISIN: ZAE000282356
ISIN: GB00BJHPLV88
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:
Total
Votes
Cast as
Votes Votes Total Votes a % of
Resolution Votes For % % %
Against Withheld Cast the
Ordinary
Shares
in Issue
Common business: Ninety One plc and Ninety One Limited
To re-elect Hendrik du Toit as a
1
director. 723,708,194 99.61 2,832,923 0.39 1,114,623 0.15 726,541,117 79.06
To re-elect Kim McFarland as a
2
director. 720,738,513 99.20 5,799,032 0.80 1,118,195 0.15 726,537,545 79.06
To re-elect Gareth Penny as a
3
director. 716,552,863 98.63 9,956,320 1.37 1,146,557 0.16 726,509,183 79.06
To re-elect Idoya Basterrechea
4
Aranda as a director. 726,345,073 99.94 433,527 0.06 877,140 0.12 726,778,600 79.09
To re-elect Colin Keogh as a
5
director. 726,344,304 99.94 434,365 0.06 877,071 0.12 726,778,669 79.09
To re-elect Busisiwe Mabuza as
6
a director. 724,799,354 99.76 1,710,941 0.24 868,621 0.12 726,510,295 79.06
To re-elect Victoria Cochrane as
7
a director. 725,063,148 99.76 1,715,458 0.24 877,134 0.12 726,778,606 79.09
To re-elect Khumo Shuenyane
8
as a director. 643,167,773 93.66 43,508,538 6.34 40,979,366 5.63 686,676,311 74.73
To approve the directors’
9 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
To approve the directors’
10
remuneration policy. 690,982,562 95.08 35,763,262 4.92 909,475 0.12 726,745,824 79.09
To approve Ninety One’s
11
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
To receive and adopt the
audited annual financial
statements of Ninety One plc for
12 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
Subject to the passing of
resolution no. 20, to declare a
13 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
To re-appoint
PricewaterhouseCoopers LLP of
7 More London Riverside,
London, SE1 2RT, as auditor of
Ninety One plc to hold office
14
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
To authorise the Audit and Risk
Committee to set the
15
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
Ordinary resolution: Directors’
16 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
Special resolution: Authority to
17
purchase own ordinary shares.
725,584,864 99.87 965,263 0.13 1,105,467 0.15 726,550,127 79.06
Special resolution: Consent to
18
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
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
19 Non-voting resolution
auditor, the chair of the Audit
and Risk Committee and the
chair of the Sustainability, Social
and Ethics Committee to the
shareholders.
Subject to the passing of
resolution no. 13, to declare a
20 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
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
21
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
Election of Audit and Risk
Committee members.
i. Victoria Cochrane
22 726,743,254 100.00 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
Authorising the directors to issue
up to (i) 5% of the issued
23 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
General authority to issue
24
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
Special resolution 1 - Authority
25 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
Special resolution 2 - Financial
26
Assistance. 681,556,905 95.47 32,313,862 4.53 13,782,974 1.89 713,870,767 77.68
Special resolution 3 - Non-
27 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
JSE Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
+27 (0) 115 070 300
Date: 26-07-2023 05:30:00
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