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Results of AGM's of Investec Limited and Investec plc and class meeting of ILRP1 Preference shareholders
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:
Results of Annual General Meetings of Investec Limited and Investec plc
(the "Shareholder Meetings") and class meeting of ILRP1 Preference shareholders of Investec Limited (the
"Class Meeting")
The Shareholder Meetings were held on 06 August 2015. 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 30, 38 to 42 and 45 were passed as ordinary resolutions and
Resolutions 31 to 37, 43 and 44 were passed as special resolutions.
The voting results of the Joint Electorate Actions are identical and are given below.
Special Resolution No 7 at the Shareholder Meetings was conditional upon a special resolution being passed at the
Class Meeting, which was held immediately before the Shareholder Meetings. This special resolution, which was
passed by the requisite majority of the ILRP1 Preference shareholders at the Class Meeting, amends the terms and
conditions of the Class ILRP1 redeemable, non-cumulative, non-participating preference shares (Class ILRP1
preference shares) in order to (a) allow for the early redemption of some of the Class ILRP1 preference shares, on a
bilateral agreement basis, in the issuer's sole discretion in terms of the new paragraph 46 of Annexure B1 of the
Memorandum of Incorporation of Investec Limited and (b) to clarify that a regulatory event as well as a redemption event
are applicable in terms of the new paragraph 47 of Annexure B1 of the Memorandum of Incorporation of Investec
Limited.
The results of the Class Meeting are given below.
Annual General Meeting
RESOLUTION
Common Business:
Investec plc and Investec
Limited
votes cast
as % of
Votes For % Votes Against % TOTAL issued Withheld RESULT
capital
To re-elect Glynn Robert
Burger as a director of
Investec plc and Investec
Limited in accordance with
the provisions of the Articles
1 of Association of Investec plc 661,361,890 98% 11,784,763 2% 673,146,653 74% 2,146,182 Carried
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 with
the provisions of the Articles
2 of Association of Investec plc 564,964,568 86% 90,626,956 14% 655,591,524 72% 19,701,311 Carried
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 with
3 the provisions of the Articles 671,696,853 100% 1,428,802 0% 673,125,655 74% 2,167,180 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 the Articles
4 of Association of Investec plc 661,620,436 98% 11,526,198 2% 673,146,634 74% 2,146,201 Carried
and the Memorandum of
Incorporation of Investec
Limited.
To re-elect Bradley Fried as a
director of Investec plc and
Investec Limited in
accordance with the
provisions of the Articles of
5 Association of Investec plc 554,715,276 85% 100,875,253 15% 655,590,529 72% 19,702,306 Carried
and the Memorandum of
Incorporation of Investec
Limited.
To re-elect David Friedland
as a director of Investec plc
and Investec Limited in
accordance with the
provisions of the Articles of
6 Association of Investec plc 492,849,616 75% 161,145,227 25% 653,994,843 72% 21,297,992 Carried
and the Memorandum of
Incorporation of Investec
Limited.
To re-elect Bernard Kantor as
a director of Investec plc and
Investec Limited in
accordance with the
provisions of the Articles of
7 Association of Investec plc 655,503,719 97% 17,642,934 3% 673,146,653 74% 2,146,182 Carried
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 with the
provisions of the Articles of
8 Association of Investec plc 561,005,074 86% 94,586,450 14% 655,591,524 72% 19,701,311 Carried
and the Memorandum of
Incorporation of Investec
Limited.
To re-elect Stephen Koseff
as a director of Investec plc
and Investec Limited in
accordance with the
provisions of the Articles of
9 Association of Investec plc 664,878,970 99% 8,267,683 1% 673,146,653 74% 2,146,182 Carried
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 the Articles
10 of Association of Investec plc 503,539,369 77% 150,317,154 23% 653,856,523 72% 21,436,312 Carried
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
provisions of the Articles of
11 Association of Investec plc 664,644,111 99% 6,671,301 1% 671,315,412 74% 3,976,961 Carried
and the Memorandum of
Incorporation of Investec
Limited.
To elect Charles Richard
Jacobs as a director of
Investec plc and Investec
Limited in accordance with
the provisions of the Articles
12 of Association of Investec plc 654,381,727 100% 1,326,244 0% 655,707,971 72% 19,584,861 Carried
and the Memorandum of
Incorporation of Investec
Limited.
To elect Lord Malloch-Brown
as a director of Investec plc
and Investec Limited in
accordance with the
provisions of the Articles of
13 Association of Investec plc 671,817,024 100% 1,327,819 0% 673,144,843 74% 2,147,992 Carried
and the Memorandum of
Incorporation of Investec
Limited.
To elect Khumo Lesego
Shuenyane as a director of
Investec plc and Investec
Limited in accordance with
the provisions of the Articles
14 of Association of Investec plc 671,412,622 100% 1,326,087 0% 672,738,709 74% 2,554,126 Carried
and the Memorandum of
Incorporation of Investec
Limited.
To elect Zarina Bibi
Mahomed Bassa as a
director of Investec plc and
Investec Limited in
accordance with the
15 provisions of the Articles of 667,974,327 99% 5,170,516 1% 673,144,843 74% 2,147,992 Carried
Association of Investec plc
and the Memorandum of
Incorporation of Investec
Limited.
To elect Laurel Charmaine
Bowden as a director of
Investec plc and Investec
Limited in accordance with
the provisions of the Articles
16 of Association of Investec plc 669,184,416 99% 3,555,034 1% 672,739,450 74% 2,553,385 Carried
and the Memorandum of
Incorporation of Investec
Limited.
To approve the dual listed
companies' (‘DLC') directors'
remuneration report (other
than the part containing the
17 directors' remuneration 567,427,567 84% 105,021,932 16% 672,449,499 74% 2,843,336 Carried
policy) for the year ended 31
March 2015.
To approve the dual listed
companies (‘DLC') directors'
remuneration policy
18 contained in the DLC 505,159,546 75% 167,830,111 25% 672,989,657 74% 2,303,178 Carried
remuneration report.
To present the dual listed
companies (‘DLC') report by
the chairman of the audit Non-
19 committees for the year voting
ended 31 March 2015
To present the dual listed
companies (‘DLC') report by
the chairman of the social Non-
20 and ethics committee for the voting
year ended 31 March 2015.
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
21 into effect the resolutions 672,517,002 100% 1,566 0% 672,518,568 74% 2,774,082 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
financial statements of
Investec Limited for the year
ended 31 March 2015, Non-
22 together with the reports of voting
the directors and the
auditors.
To sanction the interim
dividend paid by Investec
Limited on the ordinary
shares in Investec Limited for
23 the 6 (six) month period 672,909,213 100% 24,969 0% 672,934,182 74% 2,358,827 Carried
ended 30 September 2014.
Subject to the passing of
resolution No 40, to declare a
final dividend on the ordinary
shares and the SA DAS
24 share in Investec Limited for 672,909,199 100% 24,809 0% 672,934,008 74% 3,822,106 Carried
the year ended
31 March 2015.
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
25 current audit committee, as 665,908,437 99% 5,562,292 1% 671,470,729 74% 3,939,409 Carried
joint auditors of Investec
Limited to hold office until the
conclusion of the annual
general meeting of Investec
Limited to be held in 2016.
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
26 current audit committee, as 670,083,584 100% 1,269,842 0% 671,353,426 74% 3,931,261 Carried
joint auditors of Investec
Limited to hold office until the
conclusion of the annual
general meeting of Investec
Limited to be held in 2016.
Special business: Investec
Limited
Ordinary resolutions
Directors' authority to issue
up to 5% of the unissued
27 ordinary shares. 571,889,671 85% 99,471,903 15% 671,361,574 74% 2,359,766 Carried
Directors' authority to issue
the unissued variable rate,
28 cumulative, redeemable 646,581,472 96% 26,351,771 4% 672,933,243 74% 4,196,414 Carried
preference shares.
Directors' authority to issue
the unissued non-
redeemable, non-cumulative,
29 non-participating preference 646,620,785 96% 26,312,284 4% 672,933,069 74% 3,996,568 Carried
shares.
Directors' authority to issue
the unissued special
30 convertible redeemable 643,242,016 96% 29,690,644 4% 672,932,660 74% 4,079,931 Carried
preference shares.
Special resolutions
31 Special resolution No 1: 659,239,284 98% 11,857,137 2% 671,096,421 74% 2,659,560 Carried
Directors' authority to acquire
ordinary shares.
Special resolution No 2:
Directors' authority to acquire
Class ILRP1 redeemable,
non-participating preference
shares, Class ILRP2
redeemable, non-
participating preference
32 shares, any other 669,681,195 100% 1,615,072 0% 671,296,267 74% 2,506,464 Carried
redeemable, non-
participating preference
shares and non-redeemable,
non-cumulative, non-
participating preference
shares.
Special resolution No 3:
33 Financial assistance 665,052,223 99% 6,160,681 1% 671,212,904 74% 2,506,464 Carried
Special resolution No 4:
34 Directors' remuneration 516,480,504 77% 154,581,743 23% 671,062,247 74% 4,171,858 Carried
Special resolution No 5:
Amendment to the authorised
35 share capital of Investec 670,306,060 100% 2,326,815 0% 672,632,875 74% 2,239,332 Carried
Limited.
Special resolution No 6:
Amendment to Annexure A of
the Memorandum of
36 Incorporation of Investec 671,282,632 100% 1,503,739 0% 672,786,371 74% 2,238,853 Carried
Limited.
Special resolution No 7:
Amendment to Annexure B1
of the Memorandum of
37 Incorporation of Investec 672,748,428 100% 37,943 0% 672,786,371 74% 2,383,949 Carried
Limited.
Investec plc
Ordinary business:
Investec plc
To receive and adopt the
audited financial statements
of Investec plc for the year
ended 31 March 2015,
38 together with the reports of 669,847,905 100% 1,273,072 0% 671,120,977 74% 3,874,332 Carried
the directors and the
auditors.
To sanction the interim
dividend paid by Investec plc
on the ordinary shares in
39 Investec plc for the 6 (six) 673,048,186 100% 5,317 0% 673,053,503 74% 69,506,413 Carried
month period ended 30
September 2014.
Subject to the passing of
resolution No 24, to declare a
40 final dividend on the ordinary 673,053,600 100% 382 0% 673,053,982 74% 0 Carried
shares in Investec plc for the
year ended 31 March 2015.
To re-appoint Ernst & Young
LLP as auditors of Investec
plc and to authorise the
41 directors of Investec plc to fix 666,558,338 99% 6,388,316 1% 672,946,654 74% 0 Carried
their remuneration.
Special business: Investec
plc
Ordinary resoluton
Directors' authority to allot
42 shares and other securities. 506,145,891 75% 165,189,806 25% 671,335,697 74% 0 Carried
Special resolutions
Special resolution No 8:
Directors' authority to
43 purchase ordinary shares. 672,493,941 100% 414,945 0% 672,908,886 74% 0 Carried
Special resolution No 9:
Directors' authority to
44 purchase preference shares. 671,370,592 100% 47,911 0% 671,418,503 74% 0 Carried
Ordinary resolution
Political donations.
45 564,272,347 93% 41,513,852 7% 605,786,199 67% 0 Carried
Class Meeting
Votes
Votes cast as %
Votes For % Against % TOTAL of issued Withheld RESULT
capital
Special resolution No 1:
Amendment to Annexure
B1 of the Memorandum of 332,535 100% 0 0% 332,535 81% 0 Carried
Incorporation of Investec
Limited.
As at the date of the AGM, Investec plc's issued capital consists of 616,918,029 ordinary shares of
GBP0.0002 each and Investec Limited's issued capital consists of 291,363,706 ordinary shares of
ZAR0.0002 each. Investec Limited holds 23,225,727 ordinary shares in Treasury. In accordance
with the dual listed companies structure, the aggregate number of voting rights which may be
exercised at the AGM was 885,056,008.
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. Proxy appointments which gave discretion to the Chairman
have been included in the 'for' total.
Document regarding Resolutions passed at the Shareholder Meetings on 06 August 2015:
Copies of all resolutions passed as special business at the Shareholder Meetings on 06 August
2015, 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 Niki van Wyk
Company Secretary Company Secretary
Investec plc Investec Limited
London and Johannesburg
7 August 2015
Sponsor
Investec Bank Limited
Date: 07/08/2015 10:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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