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Results of General Meeting
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:
General Meetings of Investec Limited and Investec plc
held on 09 July 2013
The General Meetings of Investec plc and Investec Limited to consider the proposed sale by
Investec of 15 per cent of Investec Asset Management Limited and Investec Asset Management
Holdings (Pty) Ltd (together “Investec Asset Management”) to Forty Two Point Two and the grant
of an option to Forty Two Point Two to acquire up to a further 5 per cent of Investec Asset
Management equity over the next seven years (the “Transaction”), as well to provide specific
authority for the provision of financial assistance in terms of Sections 44 and 45 of the South
African Companies Act 71 of 2008, were both held on 09 July 2013. 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
RESOLUTION
Common Business: Investec plc
and Investec Limited
1 The Transaction, on the terms and 536,936,703 21,888,112 5,756,958 Carried
subject to the conditions set out in
the Transaction Agreements (both
as defined in the circular to
shareholders dated 23 May 2013
(the “Circular”)), be and is hereby
approved and the Independent
Investec Directors (or a committee
of the Independent Investec
Directors) be and are hereby
authorised to waive, amend, vary or
extend any of the terms of the
Transaction Agreements (save
where such waiver, amendment,
variation or extension is material to
Investec in the context of the
Transaction taken as a whole) and
to do all things as they may, in their
absolute discretion, consider to be
necessary or desirable to
implement and give effect to, or
otherwise in connection with, the
Transaction and any matters
incidental to the Transaction.
Votes For Votes Votes Result
Against Abstain
Special resolution
2 Subject to the passing of resolution 523,482,771 35,342,020 5,756,982 Carried
No 1, the Board of Investec Limited
may authorise Investec Limited to
provide financial assistance to
some or all of the Participants as
more fully contemplated in Part III of
the Circular to which this notice of
general meeting is attached. The
Independent Investec Directors (or
a committee of the Independent
Investec Directors) be and are
hereby authorised to waive, amend,
vary or extend any of the terms of
such financial assistance and to do
all things as they may, in their
absolute discretion, consider to be
necessary or desirable to
implement and give effect to, or
otherwise in connection with, the
financial assistance and any
matters incidental thereto.
Approval of the Transaction has now been received from the key regulators including the
Financial Surveillance Department of the South African Reserve Bank and the UK Financial
Conduct Authority and it is anticipated that the Transaction will close on or about 31 July 2013.
General Meetings of Investec Limited and Investec plc
on 09 July 2013
The General Meetings of Investec plc and Investec Limited to:
• Cancel the Investec Limited authorised, but unissued 40 million class “A” variable rate,
compulsory convertible, non-cumulative preference shares and amend the Memorandum
of Incorporation of Investec Limited to give effect to the reduction of the share capital of
Investec Limited
• Create 50 million redeemable, non-participating preference shares with a par value of
R0.01 (once cent) each for Investec Limited, as part of the Domestic Medium Term Note
and Preference Share Programme and amend the Memorandum of Incorporation of
Investec Limited to give effect to the increase of the share capital of Investec Limited
• Authorise the directors of Investec Limited to issue up to 20 million of the 50 million new
redeemable, non-participating preference shares, on the terms that they deem to be
market- related at the time
were both held on 09 July 2013.
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
RESOLUTION
To consider and if deemed fit,
to pass, with or without
modification, the following
ordinary and special
resolutions set out hereunder
Special Resolution No 1
1 Reducing the authorised share
capital of Investec Limited by
cancelling the authorised but
unissued 40 000 000 class ”A” 532,589,242 20,435,594 4,276,103 Carried
variable rate, compulsory,
convertible, non-cumulative
preference shares.
Special Resolution No 2
2 Amendment to the Memorandum
of Incorporation of Investec
Limited by the deletion of the
reference to clause 154 made in
clause 151 thereof, the heading 532,052,419 20,971,006 4,277,514 Carried
and the contents of clause 154
thereof and the deletion of
paragraph 2 of Annexure A
thereto.
Special Resolution No 3
3 Creation of 50 000 000
redeemable, non-participating
preference shares of R0.01 each 530,772,357 21,273,530 5,255,052 Carried
in the share capital of Investec
Limited.
Special Resolution No 4
4 Amendment to Annexure A of the
Memorandum of Incorporation of
Investec Limited by the insertion
of a new paragraph 8 relating to 530,773,675 21,272,118 5,255,146 Carried
the 50 000 000 new redeemable,
non-participating preference
shares.
Special Resolution No 5
5 Amendments to the Memorandum
of Incorporation of Investec
Limited by the insertion of a new
Annexure B, the insertion of a 530,237,753 21,806,607 5,256,579 Carried
paragraph at the end of clause 2
thereof and the substitution of
clause 151 by a new clause 151.
Ordinary Resolution No 1
6 Authorising the Directors of
Investec Limited to allot and issue
up to 20 000 000 new
528,864,304 23,182,341 5,254,294 Carried
redeemable, non-participating
preference shares at their
discretion.
Document regarding Resolutions passed at the general meetings on 09 July 2013:
Copies of all resolutions passed as special business at the general meetings on 09 July 2013,
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
09 July 2013
Date: 09/07/2013 05:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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