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INL/INP - Investec Limited/Investec plc - Annual General Meetings of Investec

Release Date: 04/08/2011 16:00
Code(s): INL INP
Wrap Text

INL/INP - Investec Limited/Investec plc - Annual General Meetings of Investec Limited and Investec plc ("AGM") Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06 JSE share code: INL ISIN: ZAE000081949 Investec plc Incorporated in England and Wales Registration number 3633621 JSE share code: INP ISIN: GB00B17BBQ50 Annual General Meetings of Investec Limited and Investec plc ("AGM") The Annual General Meetings of Investec plc and Investec Limited were both held on 04 August 2011. The final proxy positions for each company are detailed in the Appendix A. 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. The voting results of the Joint Electorate Actions are identical and are given below. Votes For Votes Votes Result
Against Abstain RESULT RESOLUTION
Common Business: Investec plc and Investec Limited To re-elect 404,524,146 57,762,810 29,436,293 Carried Samuel Ellis Abrahams as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. To re-elect 458,266,117 32,380,013 1,077,120 Carried George Francis Onslow Alford as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. To re-elect 487,286,492 3,976,717 460,041 Carried Glynn Robert Burger as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. To re-elect 490,629,747 633,462 460,041 Carried Cheryl Ann Carolus as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. To re-elect 490,856,636 405,090 461,524 Carried Peregrine Kenneth Oughton Crosthwaite as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. To re-elect 482,663,650 7,981,419 1,078,181 Carried Bradley Fried as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. To re-elect 490,857,119 405,090 461,041 Carried Haruko Fukuda, OBE as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. To re-elect 447,398,726 41,774,159 2,550,365 Carried Hugh Sidney Herman as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. To re-elect 487,249,090 4,014,119 460,041 Carried Bernard Kantor as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. To re-elect 473,516,026 14,137,328 4,069,896 Carried Ian Robert Kantor as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. To re-elect 487,286,654 3,976,555 460,041 Carried Stephen Koseff as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. To re-elect 478,224,547 12,421,583 1,077,120 Carried Mangalani Peter Malungani as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. To re-elect 474,572,753 16,688,973 461,524 Carried Sir David Prosser as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. To re-elect 371,354,328 90,932,628 29,436,293 Carried Peter Richard Suter Thomas as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. To re-elect 478,099,507 12,546,623 1,077,120 Carried Fani Titi as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. To re-elect 480,561,875 10,474,851 686,524 Carried Hendrik Jacobus du Toit, whose appointment as a director terminates at the end of the Annual General Meetings of Investec plc and Investec Limited convened for 04 August 2011, as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. To re-elect 488,708,298 2,553,911 461,041 Carried Olivia Catherine Dickson, whose appointment as a director terminates at the end of the Annual General Meetings of Investec plc and Investec Limited convened for 04 August 2011, as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. To approve 370,438,087 117,780,244 3,504,919 Carried the Dual Listed Companies (DLC) Remuneration Report for the year ended 31 March 2011. To approve 486,709,130 429,855 4,584,265 Carried the Dual Listed Companies (DLC) Audit Committee Report for the year ended 31 March 2011. Directors` 490,056,803 3,356 1,663,091 Carried authority to take action in respect of the resolutions Ordinary Business: Investec Limited To receive 490,665,434 580,540 477,276 Carried and adopt the audited financial statements of Investec Limited for the year ended 31 March 2011, together with the reports of the directors of Investec Limited and of the auditors of Investec Limited. To sanction 491,245,527 14 477,709 Carried the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the 6 (six) month period ended 30 September 2010. To sanction 491,240,474 3,347 479,429 Carried the interim dividend paid by Investec Limited on the dividend access (South African Resident) redeemable preference share ("SA DAS share") for the 6 (six) month period ended 30 September 2010. Subject to 491,189,333 53,226 458,191 Carried the passing of resolution no. 37 to declare a final dividend on the ordinary shares and the dividend access (South African Resident) redeemable preference share ("SA DAS share") in Investec Limited for the year ended 31 March 2011 of an amount equal to that recommended by the directors of Investec Limited. To re-appoint 489,434,225 1,247,148 1,041,877 Carried Ernst & Young Inc. of Ernst & Young House, Wanderers Office Park, 52 Corlett Drive, Illovo, 2196 South Africa (Private Bag X14, Northlands, 2116 South Africa) as joint auditors and Farouk Mohideen, as the registered auditor responsible for the audit, of Investec Limited to hold office until the conclusion of the Annual General Meeting of Investec Limited to be held in 2012 and to authorise the directors of Investec Limited to fix their remuneration. To re-appoint 490,329,968 916,006 477,276 Carried KPMG Inc. of 85 Empire Road, Parktown, 2193 South Africa (Private Bag 9, Parkview, 2122 South Africa) as joint auditors and Gavin Leslie de Lange, as the registered auditor responsible for the audit, of Investec Limited to hold office until the conclusion of the Annual General Meeting of Investec Limited to be held in 2012 and to authorise the directors of Investec Limited to fix their remuneration. Special Business: Investec Limited Ordinary Resolutions Placing 5% of 334,369,218 156,857,638 496,394 Carried the unissued ordinary shares under the control of the directors Placing 5% of 338,256,985 152,967,647 498,618 Carried the unissued class "A" variable rate compulsorily convertible non- cumulative preference shares under the control of the directors Placing the 381,705,411 109,518,987 498,852 Carried remaining unissued shares, being the variable rate cumulative redeemable preference shares, the non- redeemable, non- cumulative, non- participating preference shares and the special convertible redeemable preference shares under the control of the directors Ordinary Resolutions with a 75% majority Directors` 332,942,604 158,296,552 484,094 Not authority to Carried allot and issue ordinary shares for cash in respect of 5% of the unissued ordinary shares Directors` 351,965,878 139,271,795 485,577 Not authority to Carried allot and issue class "A" variable rate compulsorily convertible non- cumulative preference shares for cash in respect of 5% of the unissued class "A" variable rate compulsorily non- cumulative preference shares Special Resolutions Directors` 480,582,804 9,889,158 1,251,288 Carried authority to acquire ordinary shares and perpetual preference shares Financial 455,145,080 35,075,219 1,502,951 Carried Assistance Non-executive 480,059,023 10,982,389 681,838 Carried directors` remuneration Investec plc Ordinary Business: Investec plc To receive 490,912,794 355,680 454,776 Carried and adopt the audited financial statements of Investec plc for the year ended 31 March 2011, together with the reports of the directors of Investec plc and of the auditors of Investec plc. To sanction 491,246,575 21,466 455,209 Carried the interim dividend paid by Investec plc on the ordinary shares in Investec plc for the 6 (six) month period ended 30 September 2010. Subject to 491,243,591 24,450 455,209 Carried the passing of resolution no. 24 to declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2011 of an amount equal to that recommended by the directors of Investec plc. To re-appoint 489,456,292 1,247,581 1,019,377 Carried Ernst & Young LLP of 1 More London Place, London, SE1 2AF, as auditors of Investec plc to hold office until the conclusion of the Annual General Meeting of Investec plc to be held in 2012 and to authorise the directors of Investec plc to fix their remuneration. Special Business: Investec plc Ordinary Resolution Directors` 305,192,888 186,070,086 460,276 Carried authority to allot shares and other securities Special Resolutions Directors` 333,520,809 157,738,565 463,876 Not authority to Carried allot ordinary shares for cash Directors` 485,522,160 437,508 5,763,582 Carried authority to purchase ordinary shares Directors` 490,993,905 76,991 652,354 Carried authority to purchase preference shares Ordinary Resolution Political 469,763,614 20,483,781 1,475,855 Carried donations Document regarding Resolutions passed at the AGM on 04 August 2011: Copies of all resolutions passed as special business at the AGM on 04 August 2011 have, pursuant to Listing Rule 9.6.2, been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do. David Miller Benita Coetsee Company Secretary Company Secretary Investec plc Investec Limited 4 August 2011 Sponsor: Investec Bank Limited APPENDIX A Investec plc Investec Limited RESO- FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN LU- TION 1 282,470,137 41,249,115 21,925,446 108,031,833 16,513,695 7,510,847 2 312,512,093 32,133,875 998,731 131,731,848 246,138 78,389 3 342,901,196 2,361,851 381,652 130,363,120 1,614,866 78,389 4 344,629,585 633,462 381,652 131,977,986 0 78,389 5 344,856,474 405,090 383,135 131,977,986 0 78,389 6 338,278,354 6,366,553 999,792 130,363,120 1,614,866 78,389 7 344,856,957 405,090 382,652 131,977,986 0 78,389 8 307,274,887 35,897,836 2,471,976 126,101,663 5,876,323 78,389 9 342,863,794 2,399,253 381,652 130,363,120 1,614,866 78,389 10 329,258,815 12,394,377 3,991,507 130,235,035 1,742,951 78,389 11 342,901,358 2,361,689 381,652 130,363,120 1,614,866 78,389 12 333,967,336 10,678,632 998,731 130,235,035 1,742,951 78,389 13 328,572,591 16,688,973 383,135 131,977,986 0 78,389 14 249,538,817 74,180,435 21,925,446 107,793,335 24,041,935 221,105 15 333,913,922 10,732,046 998,731 130,163,409 1,814,577 78,389 16 338,400,198 6,636,366 608,135 128,139,501 3,838,485 78,389 17 344,803,670 458,377 382,652 129,882,452 2,095,534 78,389 18 235,276,455 106,943,014 3,425,230 121,139,456 10,837,230 79,689 19 340,838,353 408,291 4,398,055 131,848,601 21,564 186,210 20 345,260,799 3,356 380,544 130,773,828 0 1,282,547 21 344,736,898 508,914 398,887 131,906,360 71,626 78,389 22 345,245,365 14 399,320 131,977,986 0 78,389 23 345,240,312 3,347 401,040 131,977,986 0 78,389 24 345,189,171 53,226 379,802 131,977,986 0 78,389 25 343,505,689 1,175,522 963,488 131,906,360 71,626 78,389 26 344,401,432 844,380 398,887 131,906,360 71,626 78,389 27 212,572,418 132,655,576 416,705 107,774,624 24,202,062 79,689 28 217,671,268 127,554,502 418,929 106,563,541 25,413,145 79,689 29 246,964,012 98,261,524 419,163 120,719,223 11,257,463 79,689 30 212,235,689 133,003,305 405,705 106,684,739 25,293,247 78,389 31 217,865,806 127,371,705 407,188 120,077,896 11,900,090 78,389 32 336,655,594 8,010,802 978,303 129,905,034 1,878,356 272,985 33 319,397,475 25,832,224 415,000 121,725,429 9,242,995 1,087,951 34 334,372,810 10,864,336 407,553 131,664,037 118,053 274,285 35 344,984,258 284,054 376,387 131,906,360 71,626 78,389 36 345,267,879 0 376,820 131,956,520 21,466 78,389 37 345,264,895 2,984 376,820 131,956,520 21,466 78,389 38 343,527,756 1,175,955 940,988 131,906,360 71,626 78,389 39 196,366,877 148,895,935 381,887 94,803,835 37,174,151 78,389 40 212,882,977 132,379,835 381,887 106,615,656 25,358,730 81,989 41 340,920,316 367,833 4,356,550 130,579,668 69,675 1,407,032 42 345,256,039 9,291 379,369 131,715,690 67,700 272,985 43 327,980,786 17,276,009 387,904 127,760,902 3,207,522 1,087,951 Date: 04/08/2011 16:00:02 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. 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