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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: ILRP1 LSE share code: INVP
ISIN: ZAE000183216 JSE share code: INP
JSE ordinary share code: INL ISIN: GB00B17BBQ50
NSX ordinary share code: IVD
BSE ordinary share code: INVESTEC
ISIN: ZAE000081949
(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 (the “Shareholder Meetings”)
The Shareholder Meetings were held on 07 August 2014. 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 by the required majority. Resolutions 1 to 28, 32 to 37
and 40 were passed as ordinary resolutions and Resolutions 29 to 31, 38 and 39 were passed as
special resolutions. Resolution 36 was passed with the requisite two-thirds majority.
The Board notes that the resolutions to approve the Directors’ Remuneration Report and the
Remuneration Policy were passed with the requisite majorities. The Board recognises the number
of votes opposing the Remuneration Policy resolution, notwithstanding the wide consultation as
these proposals were developed. We will continue to engage with shareholders and
representative bodies to understand their concerns relating to our Remuneration Policy in this
regard
The voting results of the Joint Electorate Actions are identical and are given below:
% Issued Votes For % in Votes % Votes Result
share favour Against against Abstain
capital
voted
RESOLUTION
Common Business: Investec
plc and Investec Limited
To re-elect Glynn Robert Burger
as a director of Investec plc and
Investec Limited in accordance
1 with the provisions of the Articles 78% 695,947,814 99% 9,495,234 1% 1,500,176 Carried
of Association of Investec plc and
the Memorandum of
Incorporation of Investec Limited.
To re-elect Cheryl Ann Carolus
as a director of Investec plc and
Investec Limited in accordance
2 with the provisions of the Articles 78% 703,127,340 100% 2,143,055 0% 1,672,829 Carried
of Association of Investec plc and
the Memorandum of
Incorporation of Investec Limited.
To re-elect Peregrine Kenneth
Oughton Crosthwaite as a
director of Investec plc and
Investec Limited in accordance
3 with the provisions of the Articles
78% 704,075,770 100% 1,375,580 0% 1,491,874 Carried
of Association of Investec plc and
the Memorandum of
Incorporation of Investec Limited.
To re-elect Hendrik Jacobus du
Toit as a director of Investec plc
and Investec Limited in
accordance with the provisions of
4 the Articles of Association of
78% 694,015,665 98% 11,427,980 2% 1,499,579 Carried
Investec plc and the
Memorandum of Incorporation of
Investec Limited.
To re-elect Bradley Fried as a
director of Investec plc and
Investec Limited in accordance
5 with the provisions of the Articles 76% 462,056,865 68% 220,904,713 32% 23,981,645 Carried
of Association of Investec plc and
the Memorandum of
Incorporation of Investec Limited.
To re-elect David Friedland as a
director of Investec plc and
Investec Limited in accordance
6 with the provisions of the Articles 76% 496,393,487 73% 187,239,556 27% 23,310,181 Carried
of Association of Investec plc and
the memorandum of
Incorporation of Investec Limited.
To re-elect Haruko Fukuda, OBE
as a director of Investec plc and
Investec Limited in accordance
7 with the provisions of the Articles 76% 554,601,944 81% 130,373,847 19% 21,967,433 Carried
of Association of Investec plc and
the Memorandum of
Incorporation of Investec Limited.
To re-elect Bernard Kantor as a
director of Investec plc and
Investec Limited in accordance
8 with the provisions of the Articles 78% 695,060,777 99% 10,382,673 1% 1,499,774 Carried
of Association of Investec plc and
the Memorandum of
Incorporation of Investec Limited.
To re-elect Ian Robert Kantor as
a director of Investec plc and
Investec Limited in accordance
9 with the provisions of the Articles 76% 552,150,622 81% 132,853,632 19% 21,938,970 Carried
of Association of Investec plc and
the Memorandum of
Incorporation of Investec Limited.
To re-elect Stephen Koseff as a
director of Investec plc and
Investec Limited in accordance
10 with the provisions of the Articles 78% 696,838,268 99% 8,605,182 1% 1,499,774 Carried
of Association of Investec plc and
the Memorandum of
Incorporation of Investec Limited.
To re-elect Sir David Prosser as
a director of Investec plc and
Investec Limited in accordance
11 with the provisions of the Articles 58% 516,406,105 99% 4,478,418 1% 186,058,700 Carried
of Association of Investec plc and
the Memorandum of
Incorporation of Investec Limited.
To re-elect Peter Richard Suter
Thomas as a director of Investec
plc and Investec Limited in
accordance with the provisions of
12 the Articles of Association of
76% 507,423,551 74% 175,803,754 26% 23,715,918 Carried
Investec plc and the
Memorandum of Incorporation of
Investec Limited.
To re-elect Fani Titi as a director
of Investec plc and Investec
Limited in accordance with the
13 provisions of the Articles of 78% 674,228,624 96% 28,825,592 4% 3,889,008 Carried
Association of Investec plc and
the Memorandum of
Incorporation of Investec Limited.
To approve the dual listed
companies (DLC) remuneration
report (other than that part
14 containing the directors’
77% 621,054,783 90% 66,835,396 10% 19,053,045 Carried
remuneration policy) for the year
ended 31 March 2014.
To approve the dual listed
companies (DLC) remuneration
15 policy contained in the DLC
77% 386,306,305 56% 308,140,134 44% 12,496,785 Carried
remuneration report.
To present the dual listed
companies (DLC) report by the Non-
16 chairman of the audit committees voting
for the year ended 31 March resolution
2014.
To present the dual listed
companies (DLC) report by the Non-
17 chairman of the social and ethics voting
committee for the year ended 31 resolution
March 2014.
To authorise any director or the
company secretaries of Investec
plc and Investec Limited to do all
things and sign all documents
which may be necessary to carry
18 into effect the resolutions
78% 705,408,890 100% 36,277 0% 1,497,057 Carried
contained in this notice to the
extent the same have been
passed and, where applicable,
filed.
Ordinary business: Investec
Limited
To present the audited annual
financial statements of Investec
Non-
Limited for the year ended 31
19 March 2014, together with the
voting
resolution
reports of the directors and the
auditors, to the shareholders.
To sanction the interim dividend
paid by Investec Limited on the
ordinary shares in Investec
20 Limited for the 6 (six) month
78% 705,417,132 100% 34,794 0% 1,484,768 Carried
period ended 30 September
2013.
To sanction the interim dividend
paid by Investec Limited on the
dividend access (South African
Resident) redeemable
21 preference share (SA DAS
78% 705,416,407 100% 34,965 0% 1,485,322 Carried
share) for the 6 (six) month
period ended 30 September
2013.
Subject to the passing of
resolution No 34, to declare a
final dividend on the ordinary
shares and the dividend access
(South African Resident)
22 redeemable preference share 78% 705,339,155 100% 112,692 0% 1,484,847 Carried
(SA DAS share) in Investec
Limited for the year ended 31
March 2014 of an amount equal
to that recommended by the
directors of Investec Limited.
To re-appoint Ernst & Young Inc.
of 102 Rivonia Road, Sandton
2128 South Africa (Private Bag
X14, Sandton 2146 South
Africa), upon the
recommendation of the current
23 audit committee, as joint
78% 703,158,824 100% 2,284,363 0% 1,490,227 Carried
auditors of Investec Limited to
hold office until the conclusion of
the annual general meeting of
Investec Limited to be held in
2015.
To re-appoint KPMG Inc. of 85
Empire Road, Parktown 2193
South Africa (Private Bag 9,
Parkview 2122 South Africa),
upon the recommendation of the
24 current audit committee, as joint 78% 703,881,430 100% 1,161,650 0% 1,890,334 Carried
auditors of Investec Limited to
hold office until the conclusion of
the annual general meeting of
Investec Limited to be held in
2015.
Special Business: Investec
Limited
Ordinary resolution: Authorising
25 the directors to issue up to 5% of 78% 595,823,410 85% 105,524,045 15% 5,594,269 Carried
the unissued ordinary shares
Ordinary resolution: Authorising
the directors to issue the
26 unissued variable rate, 78% 679,803,766 96% 25,650,819 4% 1,487,139 Carried
cumulative, redeemable
preference shares
Ordinary resolution: Authorising
the directors to issue the
unissued non-redeemable, non-
27 cumulative, non-participating
78% 679,060,542 96% 25,572,903 4% 2,308,279 Carried
preference shares (“perpetual
preference shares”)
Ordinary resolution: Authorising
the directors to issue the
28 unissued special convertible
78% 612,307,869 87% 92,325,533 13% 2,308,292 Carried
redeemable preference shares
Special Resolutions: Investec
Limited
Special resolution No 1:
29 Directors’ authority to acquire 78% 671,118,595 95% 33,187,888 5% 2,632,644 Carried
ordinary shares
Special resolution No 2: Financial
30 assistance
78% 702,525,934 100% 2,917,948 0% 1,497,791 Carried
Special resolution No 3:
31 directors’ remuneration
78% 693,881,841 99% 10,172,963 1% 2,885,869 Carried
Ordinary business: Investec
plc
To receive and adopt the audited
financial statements of Investec
plc for the year ended 31 March
32 2014, together with the reports of
78% 703,941,091 100% 387,778 0% 2,614,355 Carried
the directors of Investec plc and
of the auditors of Investec plc.
To sanction the interim dividend
paid by Investec plc on the
33 ordinary shares in Investec plc 79% 705,428,256 100% 112,706 0% 1,402,262 Carried
for the 6 (six) month period
ended 30 September 2013.
Subject to the passing of
resolution No 22, to declare a
final dividend on the ordinary
shares in Investec plc for the
34 year ended 31 March 2014 of an
79% 705,506,129 100% 34,833 0% 1,402,262 Carried
amount equal to that
recommended by the directors
of Investec plc.
To re-appoint Ernst & Young LLP
of 1 More London Place, London
SE1 2AF, as auditors of Investec
plc to hold office until the
35 conclusion of the annual general 78% 703,873,641 100% 1,579,597 0% 1,488,986 Carried
meeting of Investec plc to be
held in 2015 and to authorise the
directors of Investec plc to fix
their remuneration.
Special Business: Investec plc
Ordinary resolution: Maximum
36 ratio of variable to fixed 78% 610,793,240 87% 89,612,263 13% 6,536,721 Carried
remuneration
Ordinary resolution: Directors’
37 authority to allot shares and other 78% 568,550,624 81% 136,083,511 19% 2,309,089 Carried
securities
Special Resolutions: Investec
plc
Special resolution No 4:
38 Directors’ authority to purchase 78% 704,498,099 100% 130,151 0% 2,314,974 Carried
ordinary shares
Special resolution No 5:
39 Directors’ authority to purchase 78% 703,520,955 100% 214,914 0% 3,207,355 Carried
preference shares
Ordinary Resolution: Investec
plc
Ordinary resolution: Political
40 donations
78% 651,220,511 93% 52,740,818 7% 2,980,895 Carried
As at the date of the AGM, Investec plc’s issued capital consists of 612,999,388 ordinary
shares of GBP0.0002 each and Investec Limited’s issued capital consists of 285,748,623
ordinary shares of ZAR0.0002 each. In accordance with the dual listed companies structure,
the aggregate number of voting rights was 898,748,011.
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 or, for the purposes of resolution 36, the
proportion of voting rights in the aggregate issued capital of Investec plc and Investec Limited
which were voted on the resolution. Proxy appointments which gave discretion to the Chairman
have been included in the 'for' total.
David Miller Niki van Wyk
Company Secretary Company Secretary
Investec plc Investec Limited
Date: 07/08/2014 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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