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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
Date: 05/08/2016 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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