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Results of Annual General Meetings of Investec Limited and Investec plc and Auditor changes
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 share code: INL LSE share code: INVP
JSE Hybrid code: INPR JSE share code: INP
JSE debt code: INLV ISIN: GB00B17BBQ50
NSX share code: IVD LEI: 2138007Z3U5GWDN3MY22
BSE share code: INVESTEC
ISIN: ZAE000081949
LEI: 213800CU7SM6O4UWOZ70
Results of Annual General Meetings of Investec Limited and Investec plc (the "AGMs") and Auditor changes
(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
Listing Rules of the Financial Conduct Authority (the "FCA") and/or the JSE Listings Requirements.
Accordingly, we advise of the following:
The AGMs were held on 08 August 2024. 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 13, 15 to 21 and 26 to 31 were passed as ordinary resolutions. Resolutions 22 to 25 and resolutions 32 and
33 were passed as special resolutions.
The voting results of the Joint Electorate Actions are identical and are given below:
Total
Votes
Votes
Withheld as
% of % of Cast as a
Votes Total Votes Votes a % of the
Resolution Votes For Votes Votes % of the
Against Cast Withheld Ordinary
Cast Cast Ordinary
Shares in
Shares
Issue
in Issue
Common Business: Investec plc and Investec Limited
1 Re-election of Henrietta Baldock 735,844,844 99.68% 2,343,770 0.32% 738,188,614 78.51% 341,095 0.04%
2 Re-election of Philip Hourquebie 716,809,524 97.22% 20,533,026 2.78% 737,342,550 78.42% 1,187,159 0.13%
3 Re-election of Stephen Koseff 733,455,100 99.35% 4,830,334 0.65% 738,285,434 78.52% 244,375 0.03%
4 Re-election of Nicky Newton-King 735,856,005 99.68% 2,333,025 0.32% 738,189,030 78.51% 340,679 0.04%
5 Re-election of Jasandra Nyker 738,101,872 99.99% 86,940 0.01% 738,188,812 78.51% 340,897 0.04%
6 Re-election of Vanessa Olver 736,063,456 99.71% 2,125,158 0.29% 738,188,614 78.51% 341,095 0.04%
7 Re-election of Nishlan Samujh 734,921,432 99.56% 3,267,097 0.44% 738,188,529 78.51% 341,180 0.04%
8 Re-election of Brian Stevenson 736,062,321 99.71% 2,126,056 0.29% 738,188,377 78.51% 341,332 0.04%
9 Re-election of Fani Titi 737,747,562 99.94% 439,887 0.06% 738,187,449 78.51% 342,260 0.04%
10 Election of Diane Radley 694,765,383 94.12% 43,422,059 5.88% 738,187,442 78.51% 342,367 0.04%
Approval of the DLC directors'
11 remuneration report for the year ended 707,032,202 95.78% 31,152,566 4.22% 738,184,768 78.51% 344,636 0.04%
31 March 2024
Approval of the DLC directors'
12 667,135,627 90.38% 71,043,626 9.62% 738,179,253 78.51% 350,556 0.04%
remuneration policy
Authority to take action in respect of
13 738,167,067 100.00% 15,679 0.00% 738,182,746 78.51% 346,963 0.04%
the resolutions
Ordinary business: Investec Limited
Presentation of the audited financial
14 statements for the year ended 31 Non-voting
March 2024
Sanction of the interim dividend paid
15 738,186,497 100.00% 326 0.00% 738,186,823 78.51% 342,886 0.04%
on the ordinary shares
Sanction of the interim dividend paid
16 738,186,180 100.00% 338 0.00% 738,186,518 78.51% 342,886 0.04%
on the SA DAS share
Approval of the final dividend on the
17 ordinary shares and the SA DAS 738,187,401 100.00% 301 0.00% 738,187,702 78.51% 342,007 0.04%
share
Re-appointment of
18 PricewaterhouseCoopers Inc. as joint 737,917,230 99.96% 269,084 0.04% 738,186,314 78.51% 343,395 0.04%
auditors
Appointment of Deloitte & Touche as
19 729,703,170 98.85% 8,483,098 1.15% 738,186,268 78.51% 343,441 0.04%
joint auditors
Special business: Investec Limited
Authority to issue the unissued
variable rate, redeemable, cumulative
preference shares; the unissued non-
redeemable, non-cumulative, non-
participating preference shares
(perpetual preference shares); the
20 unissued non- redeemable, non- 733,369,464 99.35% 4,816,556 0.65% 738,186,020 78.51% 343,689 0.04%
cumulative, non-participating
preference shares (non-redeemable
programme preference shares); and
the redeemable, non-participating
preference shares (redeemable
programme preference shares)
Authority to issue the unissued
21 special convertible redeemable 732,506,020 99.23% 5,674,107 0.77% 738,180,127 78.51% 349,572 0.04%
preference shares
22 Authority to acquire ordinary shares 719,415,200 97.54% 18,125,845 2.46% 737,541,045 78.44% 988,664 0.11%
Authority to acquire any redeemable,
non-participating preference shares
23 734,244,783 99.56% 3,269,694 0.44% 737,514,477 78.43% 1,015,232 0.11%
and non-redeemable, non-cumulative,
non-participating preference shares
24 Financial assistance 723,470,789 98.01% 14,686,337 1.99% 738,157,126 78.50% 372,278 0.04%
Approval of the non-executive
25 722,039,464 97.81% 16,141,079 2.19% 738,180,543 78.51% 349,166 0.04%
directors' remuneration
Ordinary Business: Investec plc
Receive the audited financial
26 statements for the year ended 31 734,386,036 99.99% 87,122 0.01% 734,473,158 78.11% 4,056,246 0.43%
March 2024
Sanction of the interim dividend paid
27 729,416,025 98.81% 8,772,372 1.19% 738,188,397 78.51% 341,312 0.04%
on the ordinary shares
Approval of the final dividend on the
28 738,186,486 100.00% 2,458 0.00% 738,188,944 78.51% 340,765 0.04%
ordinary shares
Appointment of Deloitte LLP as
29 728,043,553 98.63% 10,143,924 1.37% 738,187,477 78.51% 342,232 0.04%
auditor
Authority for the Investec plc Audit
30 Committee to set the remuneration of 737,641,866 99.93% 545,530 0.07% 738,187,396 78.51% 342,313 0.04%
the company's auditors
Special Business: Investec plc
Authority to allot shares and other
31 711,918,630 96.44% 26,269,629 3.56% 738,188,259 78.51% 341,450 0.04%
securities
32 Authority to purchase ordinary shares 737,123,402 99.95% 392,073 0.05% 737,515,475 78.44% 1,014,234 0.11%
Authority to purchase preference
33 734,228,655 99.55% 3,286,525 0.45% 737,515,180 78.44% 1,014,529 0.11%
shares
Auditor Changes
Further to the announcements of 05 August 2020, 3 February 2022 and 20 March 2023 we also advise of the following:
INVESTEC LIMITED NOTIFICATION OF CHANGE OF AUDITOR IN TERMS OF PARAGRAPH 3.78 OF THE JSE LISTING REQUIREMENTS AND PARAGRAPH 6.25 OF
THE JSE DEBT LISTINGS REQUIREMENTS
The Board and the Audit Committee wish to confirm the appointment of Deloitte & Touche as joint external auditor, along with
PricewaterhouseCoopers Inc, of Investec Limited for the financial year ending 31 March 2025, following obtaining the
necessary regulatory approvals and shareholders' approval and the conclusion of a formal transition period during which the
firm observed the full audit cycle performed by the incumbent auditors.
Kevin Black has been appointed as the lead engagement partner from Deloitte & Touche.
Accordingly, the appointment of Ernst & Young Inc and Ranesh Hariparsad, as lead engagement partner, terminated with
effect from 08 August 2024.
INVESTEC PLC NOTIFICATION OF CHANGE OF AUDITOR
The Board and the Audit Committee wish to confirm to shareholders that following approval of the appointment of Deloitte LLP
as the external auditors of Investec plc for the financial year ending 31 March 2025, as well as the conclusion of a formal
transition period during which the firm observed the full audit cycle performed by the incumbent auditors, Investec plc concludes
on its process of audit firm rotation.
Tom Millar has been appointed as the lead engagement partner from Deloitte LLP.
Accordingly, the appointment of Ernst & Young LLP and Manprit Dosanjh, as lead engagement partner terminated with effect
from 17 July 2024.
Other information
As at the date of the AGMs, Investec plc's issued capital consists of 696,082,618 ordinary shares of GBP0.0002 each (the
"PLC Ordinary Shares"). Of these, 50,920,311 PLC Ordinary Shares are held exclusive of voting rights in Treasury at the date
of this announcement and therefore the total number of voting rights in Investec plc is 645,162,307. Investec Limited's issued
capital consists of 295,125,806 ordinary shares of ZAR0.0002 each (the "LTD Ordinary Shares"). Of these, no LTD Ordinary
Shares are held in Treasury and the total number of voting rights in Investec Limited is 295,125,806 LTD Ordinary Shares.
In accordance with the dual listed companies' structure, the aggregate number of voting rights which therefore may be
exercised at the AGMs was 940,288,113.
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 Chair have been included in the 'for' total.
Document regarding Resolutions passed at the Shareholder Meetings on 08 August 2024:
- Copies of all resolutions passed as special business at the Shareholder Meetings on 08 August 2024, pursuant to Listing
Rule 9.6.2, will be submitted to the National Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
David Miller Niki van Wyk
Company Secretary Company Secretary
Investec plc Investec Limited
Johannesburg and London
Date: 08 August 2024
Sponsor: Investec Bank Limited
Date: 08-08-2024 04:30:00
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