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INVESTEC PLC - Results of Annual General Meetings of Investec Limited and Investec plc

Release Date: 05/08/2016 08:30
Code(s): INP INL     PDF:  
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Results of Annual 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 ordinary share code: INL                            LSE share code: INVP
NSX ordinary share code: IVD                            JSE share code: INP
BSE ordinary share code: INVESTEC                       ISIN: GB00B17BBQ50
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")

The Shareholder Meetings were held on 04 August 2016. 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 17, 19 to 26, 31 to 35 and 37 were passed
as ordinary resolutions. Resolutions 27 to 30 and 36 were passed as special resolutions.

The voting results of the Joint Electorate Actions are identical and are given below.

                                        Votes For        %        Votes       %          TOTAL      Votes        Witheld      Result
                                                                Against                         cast as %
                                                                                                   issued
                                                                                                  capital
  
  
    RESOLUTION  
  
    Common Business:  
    Investec plc and Investec  
    Limited  
  
 1  To re-elect Zarina Bibi  
    Mahomed Bassa as a director  
    of Investec plc and Investec      693,109,775   97.72%   16,203,821   2.28%    709,313,596        76%        677,621     Carried         
    Limited.     
  
 2  To re-elect Glynn Robert     
    Burger as a director of     
    Investec plc and Investec         697,814,434   98.38%   11,499,290   1.62%    709,313,724        76%        677,493     Carried       
    Limited.     
 
 3  To re-elect Laurel Charmaine     
    Bowden as a director of     
    Investec plc and Investec         707,039,044   99.68%    2,274,657   0.32%    709,313,701        76%        677,516     Carried        
    Limited.     
 
 4  To re-elect Cheryl Ann     
    Carolus as a director of     
    Investec plc and Investec         598,882,250   85.78%   99,283,285  14.22%   698,165,535         75%     11,825,681     Carried         
    Limited.     
 
 5  To re-elect Peregrine Kenneth     
    Oughton Crosthwaite as a     
    director of Investec plc and      644,488,656   90.86%   64,825,042   9.14%    709,313,698        76%        677,518     Carried         
    Investec Limited.     

 6  To re-elect Hendrik Jacobus     
    du Toit as a director of     
    Investec plc and Investec         697,631,933   98.35%   11,681,768   1.65%    709,313,701        76%        677,516     Carried      
    Limited.   
   
 7  To re-elect David Friedland as  
    a director of Investec plc and    685,278,334   96.61%   24,035,389   3.39%    709,313,723        76%        677,493     Carried
    Investec Limited.           

 8  To re-elect Charles Richard           
    Jacobs as a director of           
    Investec plc and Investec         549,418,347   77.66%  158,038,787  22.34%    707,457,134        76%      2,534,057     Carried              
    Limited.            
 
 9  To re-elect Bernard Kantor as            
    a director of Investec plc and    697,266,613   98.30%   12,046,938   1.70%    709,313,551        76%        677,666     Carried
    Investec Limited.            

10  To re-elect Ian Robert Kantor            
    as a director of Investec plc     599,167,766   85.82%   98,997,769  14.18%    698,165,535        75%     11,825,681     Carried
    and Investec Limited.            

11  To re-elect Stephen Koseff as            
    a director of Investec plc and    699,314,950   98.59%    9,998,751   1.41%    709,313,701        76%        677,516     Carried
    Investec Limited.            

12  To re-elect Lord Malloch-            
    Brown as a director of           
    Investec plc and Investec         706,986,225   99.67%    2,327,399   0.33%    709,313,624        76%        677,493     Carried              
    Limited.           

13  To re-elect Khumo Lesego           
    Shuenyane as a director of           
    Investec plc and Investec         707,034,483   99.68%    2,279,193   0.32%    709,313,676        76%        677,518     Carried              
    Limited.           

14  To re-elect Peter Richard           
    Suter Thomas as a director of           
    Investec plc and Investec         503,569,357   71.18%  203,887,802  28.82%    707,457,159        76%      2,534,057     Carried          
    Limited.        

15  To re-elect Fani Titi as a        
    director of Investec plc and      616,943,983   87.21%   90,513,107  12.79%    707,457,090        76%      2,534,126     Carried
    Investec Limited.        

16  To approve the dual listed        
    companies' (DLC) directors'       
    remuneration report (other       
    than the part containing the      568,121,333   80.27%  139,600,542  19.73%    707,721,875        76%      2,269,341     Carried
    directors' remuneration policy)        
    for the year ended 31 March        
    2016.        
        
17  Authority to take action in       709,089,655   99.97%      222,629   0.03%    709,312,284        76%        678,933     Carried
    respect of the resolutions.        
    
    Ordinary business: Investec       
    Limited   
        
18  To present the audited       
    financial statements of       
    Investec Limited for the year       
    ended 31 March 2016,       
    together with the reports of the                                                                                            Non
    directors, the auditors, the                                                                                             voting
    chairman of the audit       
    committee and the chairman       
    of the social and ethics       
    committee. 
          
19  To sanction the interim       
    dividend paid by Investec       
    Limited on the ordinary shares       
    in Investec Limited for the 6     709,249,909   99.99%       51,429   0.01%    709,301,338        76%        689,879    Carried             
    (six) month period ended 30           
    September 2015.           

20  Subject to the passing of           
    resolution No 33, to declare a           
    final dividend on the ordinary           
    shares and the SA DAS share       709,088,172   99.97%      213,598   0.03%    709,301,770        76%        689,447    Carried            
    in Investec Limited for the year         
    ended 31 March 2016.         

21  To re-appoint Ernst & Young         
    Inc. as joint auditors of         701,565,615   99.10%    6,369,165   0.90%    707,934,780        76%      2,056,436    Carried
    Investec Limited.          

22  To re-appoint KPMG Inc. as          
    joint auditors of Investec        705,286,739   99.66%    2,413,365   0.34%    707,700,104        76%      2,291,112    Carried
    Limited.  
            
    Special business: Investec          
    Limited          
    Ordinary resolutions          
         
23  Directors' authority to issue up         
    to 5% of the unissued ordinary    608,570,402   85.80%  100,728,748  14.20%    709,299,150        76%        692,067    Carried
    shares. 
            
24  Directors' authority to issue         
    the unissued variable rate,         
    cumulative, redeemable         
    preference shares and the         
    unissued non-redeemable,          674,153,042   95.22%   33,818,924   4.78%    707,971,966        76%      2,019,251    Carried          
    non-cumulative, non-         
    participating preference         
    shares.  
           
25  Directors' authority to issue         
    the unissued special         
    convertible redeemable            673,927,055   95.19%   34,041,206   4.81%    707,968,261        76%      2,022,956    Carried       
    preference shares.         

26  Special resolution No 1:         
    Directors' authority to acquire   689,869,523   97.45%   18,053,756   2.55%    707,923,279        76%      2,067,937    Carried
    ordinary shares. 
            
    Special resolutions   
          
27  Special resolution No 2:         
    Directors' authority to acquire         
    Class ILRP1 redeemable, non-         
    participating preference         
    shares, Class ILRP2         
    redeemable, non-participating         
    preference shares, any other      703,046,086   99.50%    3,560,057   0.50%    706,606,143        76%      3,385,074    Carried             
    redeemable, non-participating           
    preference shares and non-           
    redeemable, non-cumulative,           
    non-participating preference           
    shares.           
    
28  Special resolution No 3:           
    Financial assistance              705,195,361   99.42%    4,102,297   0.58%    709,297,658        76%        693,558    Carried               

29  Special resolution No 4: Non-             
    executive directors'              684,494,403   96.51%   24,756,363   3.49%    709,250,766        76%        740,451    Carried
    remuneration  
         
30  Special resolution No 5:           
    Amendment to the           
    Memorandum of Incorporation       709,297,214   100.00%       1,443   0.00%    709,298,657        76%        692,560    Carried             
    of Investec Limited           
    
    Investec plc           
    Ordinary business: Investec           
    plc           
    
31  To receive and adopt the           
    audited financial statements of           
    Investec plc for the year ended           
    31 March 2016, together with      706,575,431   99.94%      422,242   0.06%    706,997,673        76%      2,993,520    Carried         
    the reports of the directors and           
    the auditors           

32  To sanction the interim           
    dividend paid by Investec plc           
    on the ordinary shares in           
    Investec plc for the 6 (six)      709,212,982   99.99%      100,703   0.01%    709,313,685        76%        677,531    Carried               
    month period ended 30            
    September 2015.            

33  Subject to the passing of            
    resolution No 20, to declare a            
    final dividend on the ordinary    709,100,768   99.97%      212,915   0.03%    709,313,683        76%        677,534    Carried
    shares in Investec plc for the            
    year ended 31 March 2016.           

34  To re-appoint Ernst & Young           
    LLP as auditors of Investec plc           
    and to authorise the directors    704,208,900   99.31%    4,868,880   0.69%    709,077,780        76%         913436    Carried
    of Investec plc to fix their           
    remuneration.           
   
    Special business: Investec           
    plc           
    Ordinary resolution           
           
35  Directors' authority to allot     613,512,803   86.50%   95,747,199  13.50%    709,260,002        76%        731,215    Carried
    shares and other securities.              
  
    Special resolution              
              
36  Special resolution No 6:          708,280,968   99.85%    1,030,819   0.15%    709,311,787        76%        679,429    Carried
    Directors' authority to              
    purchase ordinary shares.              
              
              
    Ordinary resolution   
               
37  Political donations.              505,419,001   77.38%  147,778,308  22.62%    653,197,309        70%     56,792,741    Carried
 
Further to the release of the notices of annual general meeting, and as part of the Company's ongoing 
engagement with shareholders, the Chairman and Senior Independent Director recently met with the group's 
largest shareholders. Shareholders provided feedback on their voting intentions, including their reasons for
voting against specific resolutions.

As at the date of the AGM, Investec plc's issued capital consists of 656,424,689 ordinary shares of
GBP0.0002 each and Investec Limited's issued capital consists of 298,173,370 ordinary shares of
ZAR0.0002 each. Investec Limited holds 26,812,569 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 927,785,490.

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 04 August 2016:

Copies of all resolutions passed as special business at the Shareholder Meetings on 04 August 2016,
pursuant to Listing Rule 9.6.2, will be submitted to the National Storage Mechanism and will shortly be
available for inspection at https://protect-za.mimecast.com/s/wNaxBYhgbeOix.




David Miller                                                    Niki van Wyk
Company Secretary                                               Company Secretary
Investec plc                                                    Investec Limited

Johannesburg and London

Date: 05 August 2016
Sponsor: Investec Bank Limited



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