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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 “AGM”)
The Annual General Meetings were held on 3 September 2020 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 elect Gareth Penny as a
1
director. 733,562,513 99.64 2,647,709 0.36 790,123 0.11 736,210,222 79.79
To elect Colin Keogh as a
2
director. 735,704,831 99.85 1,107,971 0.15 187,521 0.03 736,812,802 79.85
To elect Idoya Basterrechea
3
Aranda as a director. 735,369,546 99.80 1,442,919 0.20 187,881 0.03 736,812,465 79.85
To elect Victoria Cochrane as
4
a director. 735,375,070 99.80 1,437,732 0.20 187,521 0.03 736,812,802 79.85
To elect Busisiwe Mabuza as
5
a director. 734,335,235 99.87 964,404 0.13 1,700,707 0.23 735,299,639 79.69
6 To elect Fani Titi as a director.
734,332,721 99.66 2,479,251 0.34 188,374 0.03 736,811,972 79.85
To elect Hendrik du Toit as a
7
director. 726,304,137 98.57 10,508,577 1.43 187,631 0.03 736,812,714 79.85
To elect Kim McFarland as a
8
director. 734,250,746 99.65 2,562,199 0.35 187,014 0.03 736,812,945 79.85
To approve the directors’
9 remuneration report, for the
year ended 31 March 2020. 686,191,727 94.07 43,238,714 5.93 7,569,830 1.03 729,430,441 79.05
To approve the directors’
10
remuneration policy. 674,435,968 91.57 62,098,050 8.43 466,327 0.06 736,534,018 79.82
To authorise any director or
the company secretaries of
Ninety One plc and Ninety
One Limited to do all things
and sign all documents which
11 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. 736,503,405 99.97 251,562 0.03 245,379 0.03 736,754,967 79.85
To approve the Ninety One
12
plc Executive Incentive Plan. 686,775,168 93.24 49,766,466 6.76 458,157 0.06 736,541,634 79.82
Ordinary business: Ninety One plc
To receive and adopt the
audited annual financial
statements of Ninety One plc
for the year ended 31 March
13
2020, together with the
reports of the directors of
Ninety One plc and of the
auditors of Ninety One plc. 734,332,466 99.98 142,609 0.02 2,525,270 0.34 734,475,075 79.60
To appoint KPMG LLP of 15
Canada Square, Canary
Wharf, London, E14 5GL, as
14 auditors of Ninety One plc to
hold office until the conclusion
of the next AGM to be held in
2021. 723,598,994 98.20 13,250,659 1.80 150,693 0.02 736,849,653 79.86
To authorise the Audit and
Risk Committee to set the
15
remuneration of the
Company’s auditor. 736,492,085 99.95 348,451 0.05 159,810 0.02 736,840,536 79.86
Special business: Ninety One plc
Ordinary resolution: Directors’
16 authority to allot shares and
other securities. 678,207,188 92.04 58,639,850 7.96 153,308 0.02 736,847,038 79.86
Special resolution: Authority
17 to purchase own ordinary
shares. 733,848,027 99.63 2,722,811 0.37 429,507 0.06 736,570,838 79.83
Special Resolution: Consent
18
to short notice. 702,205,678 95.31 34,515,610 4.69 279,058 0.04 736,721,288 79.84
Ordinary business: Ninety One Limited
To present the audited
financial statements of Ninety
One Limited for the year
ended 31 March 2020,
together with the reports of
19 the directors, the auditors, the Non-voting resolution
chair of the Audit and Risk
Committee and the chair of
the Sustainability, Social and
Ethics Committee to the
shareholders.
To appoint KPMG Inc. of 85
Empire Road, Parktown,
2193, South Africa, upon the
recommendation of the
current Audit and Risk
20
Committee, as auditor of
Ninety One Limited, to hold
office until the conclusion of
the AGM of Ninety One
Limited to be held in 2021. 723,368,488 98.17 13,479,148 1.83 150,756 0.02 736,847,636 79.86
Election of Audit and Risk
Committee members.
i.Victoria Cochrane
21 733,811,637 99.59 3,009,949 0.41 176,806 0.02 736,821,586 79.85
ii.Idoya Basterrechea Aranda
725,632,955 98.48 11,187,626 1.52 177,811 0.02 736,820,581 79.85
iii.Colin Keogh
720,791,917 97.82 16,029,592 2.18 176,883 0.02 736,821,509 79.85
Special business: Ninety One Limited
Authorising the directors to
issue up to (i) 5% of the
issued ordinary shares; and
22
(ii) 5% plus 154,067 of the
issued special converting
shares. 680,482,386 92.66 53,941,470 7.34 2,574,536 0.35 734,423,856 79.59
General authority to issue
23
ordinary shares for cash. 680,626,614 92.67 53,796,495 7.33 2,575,283 0.35 734,423,109 79.59
Special resolution 1 -
Authority to acquire ordinary
24 shares of Ninety One Limited
subject to restriction under
South African law. 725,645,508 98.84 8,492,402 1.16 2,860,481 0.39 734,137,910 79.56
Special resolution 2 -
25
Financial Assistance. 727,807,929 98.78 9,025,445 1.22 165,017 0.02 736,833,374 79.86
Special resolution 3 - Non-
26 executive directors’
remuneration. 736,379,730 99.94 430,349 0.06 998,313 0.14 736,810,079 79.85
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.
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 300,089,454 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 922,714,076.
Resolutions 17, 18, 24, 25 and 26 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
3 September 2020
JSE Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
+27 (0) 115 070 300
Date: 03-09-2020 05:00:00
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