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Results of AGM
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 JSE share code: INP
ISIN: ZAE000081949 ISIN: GB00B17BBQ50
(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 and Transparency Rules and the Listing Rules of the United Kingdom
Listing Authority (the “UKLA”) and/or the JSE Listing Requirements.
Accordingly we advise of the following:
Annual General Meetings of Investec Limited and Investec plc (“AGM”)
The Annual General Meetings of Investec plc and Investec Limited were both held on 02 August
2012. 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 with
the exception of resolutions 29, 30 and 41. The voting results of the Joint Electorate Actions are
identical and are given below.
Votes For Votes Votes Result
Against Abstain
RESOLUTION RESULT
Common Business:
Investec plc and Investec
Limited
1 To re-elect Samuel Ellis
Abrahams as a director of
Investec plc and Investec
Limited in accordance with
the provisions of the Articles 515,274,691 96,811,099 28,189,721 Carried
of Association of Investec
plc and the Memorandum of
Incorporation of Investec
Limited.
2 To re-elect George Francis
Onslow Alford as a director
of Investec plc and Investec
Limited in accordance with
the provisions of the Articles 519,198,189 119,177,543 1,900,238 Carried
of Association of Investec
plc and the Memorandum of
Incorporation of Investec
Limited.
3 To re-elect Glynn Robert
Burger as a director of
Investec plc and Investec
Limited in accordance with
the provisions of the Articles 631,237,272 8,399,064 639,176 Carried
of Association of Investec
plc and the Memorandum of
Incorporation of Investec
Limited.
Votes For Votes Votes Result
Against Abstain
RESOLUTION RESULT
4 To re-elect Cheryl Ann
Carolus as a director of
Investec plc and Investec
Limited in accordance with
the provisions of the Articles 636,244,854 3,060,220 970,437 Carried
of Association of Investec
plc and the Memorandum of
Incorporation of Investec
Limited.
5 To re-elect Peregrine
Kenneth Oughton
Crosthwaite as a director of
Investec plc and Investec
Limited in accordance with
553,246,037 86,683,453 346,022 Carried
the provisions of the Articles
of Association of Investec
plc and the Memorandum of
Incorporation of Investec
Limited.
6 To re-elect Olivia Catherine
Dickson as a director of
Investec plc and Investec
Limited in accordance with
the provisions of the Articles 553,166,132 86,763,490 345,890 Carried
of Association of Investec
plc and the Memorandum of
Incorporation of Investec
Limited.
7 To re-elect Hendrik Jacobus
du Toit as a director of
Investec plc and Investec
Limited in accordance with
the provisions of the Articles 632,882,680 7,047,219 345,613 Carried
of Association of Investec
plc and the Memorandum of
Incorporation of Investec
Limited.
8 To re-elect Bradley Fried as
a director of Investec plc
and Investec Limited in
accordance with the
provisions of the Articles of 540,985,261 90,011,991 9,278,259 Carried
Association of Investec plc
and the Memorandum of
Incorporation of Investec
Limited.
9 To re-elect Haruko Fukuda,
OBE as a director of
Investec plc and Investec
Limited in accordance with
the provisions of the Articles 622,853,622 16,868,243 553,645 Carried
of Association of Investec
plc and the Memorandum of
Incorporation of Investec
Limited.
Votes For Votes Votes Result
Against Abstain
RESOLUTION RESULT
10 To re-elect Bernard Kantor
as a director of Investec plc
and Investec Limited in
accordance with the
provisions of the Articles of 629,404,530 10,524,852 345,630 Carried
Association of Investec plc
and the Memorandum of
Incorporation of Investec
Limited.
11 To re-elect Ian Robert
Kantor as a director of
Investec plc and Investec
Limited in accordance with
the provisions of the Articles 533,719,402 95,375,007 11,181,102 Carried
of Association of Investec
plc and the Memorandum of
Incorporation of Investec
Limited.
12 To re-elect Stephen Koseff
as a director of Investec plc
and Investec Limited in
accordance with the
provisions of the Articles of 632,193,880 7,736,733 345,359 Carried
Association of Investec plc
and the Memorandum of
Incorporation of Investec
Limited.
13 To re-elect Mangalani Peter
Malungani as a director of
Investec plc and Investec
Limited in accordance with
the provisions of the Articles 613,978,438 22,943,231 3,083,842 Carried
of Association of Investec
plc and the Memorandum of
Incorporation of Investec
Limited.
14 To re-elect Sir David
Prosser as a director of
Investec plc and Investec
Limited in accordance with
the provisions of the Articles 551,584,986 88,343,651 347,335 Carried
of Association of Investec
plc and the Memorandum of
Incorporation of Investec
Limited.
15 To re-elect Peter Richard
Suter Thomas as a director
of Investec plc and Investec
Limited in accordance with
the provisions of the Articles 486,874,387 123,081,012 30,320,113 Carried
of Association of Investec
plc and the Memorandum of
Incorporation of Investec
Limited.
Votes For Votes Votes Result
Against Abstain
RESOLUTION RESULT
16 To re-elect Fani Titi as a
director of Investec plc and
Investec Limited in
accordance with the
provisions of the Articles of 609,813,718 28,989,781 1,471,995 Carried
Association of Investec plc
and the Memorandum of
Incorporation of Investec
Limited.
17 To approve the Dual Listed
Companies (DLC)
remuneration report for the 461,582,037 176,827,938 1,865,765 Carried
year ended 31 March 2012.
18 To approve the Dual Listed
Companies (DLC) audit
committee report for the 637,120,789 2,129,079 1,026,103 Carried
year ended 31 March 2012.
Authority to take action in
19 632,968,978 4,076,950 3,230,044 Carried
respect of the resolutions
20 To present the consolidated
audited financial statements
of Investec Limited for the
year ended 31 March 2012, 639,814,602 109,672 351,698 Carried
together with the reports of
the auditors and directors of
Investec Limited.
21 To sanction the interim
dividend paid by Investec
Limited on the ordinary
shares in Investec Limited 639,926,250 2,382 340,945 Carried
for the 6 (six) month period
ended 30 September 2011.
22 To sanction the interim
dividend paid by Investec
Limited on the dividend
access (South African
Resident) redeemable 639,460,500 463,306 349,051 Carried
preference share (“SA DAS
share”) for the 6 (six) month
period ended 30 September
2011.
23 Subject to the passing of
resolution no. 38 to declare
a final dividend on the
ordinary shares and the
dividend access (South
African Resident)
redeemable preference
639,923,957 6,974 341,926 Carried
share (“SA DAS share”) in
Investec Limited for the year
ended 31 March 2012 of an
amount equal to that
recommended by the
directors of Investec
Limited.
Votes For Votes Votes Result
Against Abstain
RESOLUTION RESULT
24 To re-appoint Ernst &
Young Inc. of Ernst &
Young House, Wanderers
Office Park, 52 Corlett
Drive, Illovo, 2196 South
Africa (Private Bag X14,
Northlands, 2116 South
Africa) upon the 634,735,879 4,621,986 914,531 Carried
recommendation of the
current audit committee, as
joint auditors of Investec
Limited to hold office until
the conclusion of the annual
general meeting of Investec
Limited to be held in 2013.
25 To re-appoint KPMG Inc. of
85 Empire Road, Parktown,
2193 South Africa (Private
Bag 9, Parkview, 2122
South Africa), upon
recommendation of the
633,968,125 5,388,341 915,930 Carried
current audit committee, as
joint auditors of Investec
Limited to hold office until
the conclusion of the annual
general meeting of Investec
Limited to be held in 2013.
26 Authorising the directors to
issue up to 5% of the 376,927,140 261,315,085 2,030,632 Carried
unissued ordinary shares.
27 Authorising the directors to
issue up to 5% of the
unissued class “A” variable
464,520,615 173,720,821 2,031,421 Carried
rate compulsorily
convertible non-cumulative
preference shares.
28 Authorising the directors to
issue the remaining
unissued shares, being the
variable rate cumulative
redeemable preference
shares, the non-
redeemable, non-
516,640,080 121,298,520 2,334,257 Carried
cumulative, non-
participating preference
shares and the special
convertible redeemable
preference shares
(“remaining unissued
shares”).
29 Directors’ authority to allot
and issue ordinary shares
for cash in respect of 5% of 383,684,953 254,555,787 2,032,117 Not Carried
the unissued ordinary
shares.
Votes For Votes Votes Result
Against Abstain
RESOLUTION RESULT
30 Directors’ authority to allot
and issue class “A” variable
rate compulsorily
convertible non-cumulative
preference shares for cash
467,290,219 170,950,326 2,027,412 Not Carried
in respect of 5% of the
unissued class “A” variable
rate compulsorily non-
cumulative preference
shares.
31 Directors’ authority to
acquire ordinary shares and 617,154,864 21,888,692 1,226,448 Carried
perpetual preference shares
32 Financial Assistance. 625,840,530 13,974,244 458,069 Carried
33 Directors’ remuneration. 548,554,000 89,229,671 2,487,622 Carried
34 Amendment to
Memorandum of
Incorporation.
[Note this resolution is
subject to the holders of the
non-redeemable, non-
cumulative, non-
639,247,473 368,660 656,264 Carried
participating preference
shares in the capital of
Investec Limited passing a
separate resolution,
approving this amendment ,
at a separate class meeting
of such holders]
35 Adoption of new
Memorandum of 639,902,182 17,991 352,132 Carried
Incorporation.
36 To receive and adopt the
audited financial statements
of Investec plc for the year
ended 31 March 2012,
639,819,357 110,002 346,613 Carried
together with the reports of
the directors of Investec plc
and of the auditors of
Investec plc.
37 To sanction the interim
dividend paid by Investec
plc on the ordinary shares in
639,933,073 2,836 340,063 Carried
Investec plc for the 6 (six)
month period ended 30
September 2011.
38 Subject to the passing of
resolution no. 23 to declare
a final dividend on the
ordinary shares in Investec
plc for the year ended 639,932,308 2,862 340,342 Carried
31 March 2012 of an
amount equal to that
recommended by the
directors of Investec plc.
Votes For Votes Votes Result
Against Abstain
RESOLUTION RESULT
39 To re-appoint 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 630,497,658 8,862,385 915,468 Carried
general meeting of Investec
plc to be held in 2013 and to
authorise the directors of
Investec plc to fix their
remuneration.
40 Directors’ authority to allot
shares and other securities. 394,098,473 243,680,217 2,495,041 Carried
41 Directors’ authority to allot
ordinary shares for cash. 342,990,295 295,174,850 2,030,342 Not Carried
42 Directors’ authority to
purchase ordinary shares. 631,750,828 7,521,869 922,789 Carried
43 Directors’ authority to
purchase preference 631,890,094 7,650,762 654,171 Carried
shares.
44 Political donations. 541,276,554 98,448,052 470,421 Carried
Document regarding Resolutions passed at the AGM on 02 August 2012:
Copies of all resolutions passed as special business at the AGM on 02 August 2012, pursuant to
Listing Rule 9.6.2, will be 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
London and Johannesburg
02 August 2012
Sponsor:
Investec Bank Limited
Date: 02/08/2012 05:36:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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