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Annual General Meetings and General Meetings of Investec Limited and Investec plc
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 and General Meetings of Investec Limited and Investec plc
(the “Shareholder Meetings”)
The Shareholder Meetings were held on 08 August 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 with the exception of resolution 31 at the Annual
General Meetings. The voting results of the Joint Electorate Actions are identical and are given
below.
Annual General Meetings
Votes For Votes Votes Result
Against Abstain
RESOLUTION RESULT
Common Business: Investec
plc and Investec Limited
To re-elect 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 547,052,957 95,754,467 2,121,182 Carried
the Memorandum of
Incorporation of Investec
Limited.
1
To re-elect 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 629,465,862 15,145,213 317,531 Carried
Memorandum of Incorporation
of Investec Limited.
2
To re-elect 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 631,799,086 12,013,784 1,115,735 Carried
Memorandum of Incorporation
of Investec Limited.
3
To re-elect Peregrine Kenneth
Oughton Crosthwaite as a
director of Investec plc and
Investec Limited in accordance
with the provisions of the
Articles of Association of 633,379,764 11,230,365 318,477 Carried
Investec plc and the
Memorandum of Incorporation
of Investec Limited.
4
To re-elect Olivia Catherine
Dickson as a director of
Investec plc and Investec
Limited in accordance with the
provisions of the Articles of
Association of Investec plc and 629,622,292 10,934,041 318,037 Carried
the Memorandum of
Incorporation of Investec
Limited.
5
To re-elect Hendrik Jacobus du
Toit as a director of Investec plc
and Investec Limited in
accordance with the provisions
of the Articles of Association of
Investec plc and the 603,837,636 40,772,574 318,396 Carried
Memorandum of Incorporation
of Investec Limited.
6
To re-elect Bradley Fried as a
director of Investec plc and
Investec Limited in accordance
with the provisions of the
Articles of Association of 507,155,718 136,069,355 1,703,532 Carried
Investec plc and the
Memorandum of Incorporation
of Investec Limited.
7
To re-elect 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 617,907,727 26,529,211 491,668 Carried
Memorandum of Incorporation
of Investec Limited.
8
To re-elect Bernard Kantor as a
director of Investec plc and
Investec Limited in accordance
with the provisions of the
Articles of Association of 629,474,558 15,136,343 317,705 Carried
Investec plc and the
Memorandum of Incorporation
of Investec Limited.
9
To re-elect 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 508,759,777 130,586,554 5,582,275 Carried
Memorandum of Incorporation
of Investec Limited.
10
To re-elect Stephen Koseff as a
director of Investec plc and
Investec Limited in accordance
with the provisions of the
Articles of Association of 630,035,714 14,574,496 318,396 Carried
Investec plc and the
Memorandum of Incorporation
of Investec Limited.
11
To re-elect 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 580,952,578 63,657,080 318,948 Carried
the Memorandum of
Incorporation of Investec
Limited.
12
To re-elect 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 629,960,767 14,648,343 319,096 Carried
Memorandum of Incorporation
of Investec Limited.
13
To re-elect 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 490,411,217 112,291,341 42,226,048 Carried
the Memorandum of
Incorporation of Investec
Limited.
14
To re-elect Fani Titi as a
director of Investec plc and
Investec Limited in accordance
with the provisions of the
Articles of Association of 623,366,275 20,272,170 1,290,161 Carried
Investec plc and the
Memorandum of Incorporation
of Investec Limited.
15
To elect David Friedland as a
director of Investec plc and
Investec Limited in accordance
with the provisions of the
Articles of Association of 516,297,887 126,785,259 1,845,460 Carried
Investec plc and the
Memorandum of Incorporation
of Investec Limited.
16
To approve the Dual Listed
Companies ("DLC")
remuneration report for the year 531,301,504 106,669,315 6,957,342 Carried
ended 31 March 2013.
17
To present the DLC report by
the chairman of the audit
committee for the year ended 18,533,724 0 110,591 Carried
31 March 2013.
18
To present the DLC report by
the chairman of the social and
ethics committee for the year 18,533,724 0 110,591 Carried
ended 31 March 2013.
19
Authority to take action in
respect of the resolutions 630,803,796 10,259,452 3,864,559 Carried
20
To present the audited financial
statements of Investec Limited
for the year ended 31 March
2013, together with the reports 18,533,724 0 110,591 Carried
of the directors and the auditors
21
To sanction the interim dividend
paid by Investec Limited on the
ordinary shares in Investec
Limited for the 6 (six) month 634,024,201 10,591,851 312,555 Carried
period ended 30 September
2012.
22
To sanction the interim dividend
paid by Investec Limited on the
dividend access (South African
Resident) redeemable
preference share (“SA DAS 634,023,022 10,591,886 313,699 Carried
share”) for the 6 (six) month
period ended 30 September
2012.
23
Subject to the passing of
resolution no. 44 to declare a
final dividend on the ordinary
shares and the SA DAS share 634,023,115 10,592,001 313,491 Carried
in Investec Limited for the year
ended 31 March 2013.
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 recommendation of
the current audit committee, as
629,630,018 14,774,661 523,927 Carried
joint auditors of Investec
Limited to hold office until the
conclusion of the annual
general meeting of Investec
Limited to be held in 2014.
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
current audit committee, as
joint auditors of Investec 629,531,969 14,301,521 1,095,116 Carried
Limited to hold office until the
conclusion of the annual
general meeting of Investec
Limited to be held in 2014.
26
Authorising the directors to
issue up to 5% of the unissued 466,490,937 178,124,008 313,359 Carried
ordinary shares.
27
Authorising the directors to
issue the unissued variable
rate, cumulative, redeemable 607,328,779 37,286,536 313,292 Carried
preference shares.
28
Authorising the directors to
issue the unissued, non-
redeemable, non-cumulative,
non-participating preference 606,799,643 37,815,011 313,953 Carried
shares
29
Authorising the directors to
issue the unissued special
convertible redeemable 534,487,146 110,127,359 314,102 Carried
preference share
30
Directors’ authority to allot and
issue ordinary shares for cash
in respect of 5% of the 470,752,224 173,863,797 312,586 Not Carried
unissued ordinary shares.
31
Directors’ authority to acquire
ordinary shares 600,296,856 43,632,879 998,871 Carried
32
33 Financial Assistance. 630,081,125 14,246,512 600,970 Carried
34 Directors’ remuneration. 537,905,353 105,894,492 770,979 Carried
Amendment to Memorandum of
Incorporation by insertion of a
new unnumbered clause in 630,898,050 11,144,739 2,885,818 Carried
clause 2
35
Deletion of clause 3.2 of
Memorandum of Incorporation. 626,511,290 18,024,720 392,597 Carried
36
Amendment to clauses 34.2,
153.1(g) and 155.2(j) of the 633,805,778 10,530,169 592,660 Carried
Memorandum of Incorporation
37
Increase in authorised share
capital 619,757,347 24,541,761 629,498 Carried
38
Amendment to Annexure A of
the Memorandum of 632,171,877 12,165,359 591,370 Carried
Incorporation
39
Amendment to the
Memorandum of Incorporation
by insertion of a new Annexure 443,274,999 15,494,551 186,159,057 Carried
B
40
Directors' authority to allot and
issue the new non-redeemable,
non-cumulative, non-
participating preference shares 604,817,152 39,752,088 359,366 Carried
41
To receive and adopt the
audited financial statements of
Investec plc for the year ended
31 March 2013, together with 634,122,178 10,051,304 754,019 Carried
the reports of the directors and
of the auditors.
42
To sanction the interim dividend
paid by Investec plc on the
ordinary shares in Investec plc
for the 6 (six) month period 634,347,344 10,267,942 312,521 Carried
ended 30 September 2012.
43
Subject to the passing of
resolution no. 24 to declare a
final dividend on the ordinary
shares in Investec plc for the 634,635,527 9,979,759 312,521 Carried
year ended 31 March 2013.
44
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 general meeting of
Investec plc to be held in 2014 633,019,957 11,595,156 312,694 Carried
and to authorise the directors of
Investec plc to fix their
remuneration.
45
Directors’ authority to allot
shares and other securities. 333,706,755 305,292,835 5,928,217 Carried
46
Directors’ authority to allot
ordinary shares for cash. 479,414,303 159,585,518 5,927,986 Carried
47
Directors’ authority to purchase
ordinary shares. 632,004,627 12,212,789 710,389 Carried
48
Directors’ authority to purchase
preference shares. 630,649,123 13,754,618 524,065 Carried
49
Adoption of new Articles of
Association 634,617,944 9,989,212 320,651 Carried
50
51 Political donations. 573,934,945 66,917,493 4,074,891 Carried
General Meetings
Votes For Votes Votes Result
Against Abstain
RESOLUTION RESULT
Ordinary Business: Investec
plc
To approve the rules of the
Investec plc Executive 381,284,296 143,428,321 93,755,358 Carried
Incentive Plan 2013
Document regarding Resolutions passed at the Shareholder Meetings on 08 August 2013:
Copies of all resolutions passed as special business at the Shareholder Meetings on 08 August
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
Date: 08/08/2013 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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