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Results of Annual General Meetings of Investec Limited and Investec plc (the “Shareholder Meetings”)
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 10 August 2017. 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 24, 29 to 33 and 36 were passed as ordinary
resolutions. Resolutions 25 to 28, 34 and 35 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 624,572,725 86.69% 95,907,155 13.31% 720,479,880 76% 5213433 Carried
of Investec plc and
Investec Limited.
2 To re-elect Glynn
Robert Burger as a
director of Investec 708,603,079 98.14% 13,464,485 1.86% 722,067,564 76% 3625756 Carried
plc and Investec
Limited.
3 To re-elect Laurel
Charmaine Bowden
as a director of 603,830,550 85.78% 100,123,804 14.22% 703,954,354 75% 21738959 Carried
Investec plc and
Investec Limited.
4 To re-elect Cheryl
Ann Carolus as a
director of Investec 676,421,557 93.88% 44,060,215 6.12% 720,481,772 76% 5211548 Carried
plc and Investec
Limited.
5 To re-elect
Peregrine Kenneth
Oughton
Crosthwaite as a 626,939,799 86.82% 95,135,375 13.18% 722,075,174 76% 3618146 Carried
director of Investec
plc and Investec
Limited.
6 To re-elect Hendrik
Jacobus du Toit as a
director of Investec 710,700,523 98.43% 11,366,520 1.57% 722,067,043 76% 3626271 Carried
plc and Investec
Limited.
7 To re-elect David
Friedland as a
director of Investec 703,294,534 97.40% 18,773,209 2.60% 722,067,743 76% 3625571 Carried
plc and Investec
Limited.
8 To re-elect Charles
Richard Jacobs as a
director of Investec 551,441,300 76.61% 168,398,169 23.39% 719,839,469 76% 5853851 Carried
plc and Investec
Limited.
9 To re-elect Bernard
Kantor as a director
of Investec plc and 710,021,300 98.33% 12,045,261 1.67% 722,066,561 76% 3626759 Carried
Investec Limited.
10 To re-elect Ian
Robert Kantor as a
director of Investec 669,438,655 92.71% 52,641,294 7.29% 722,079,949 76% 3613371 Carried
plc and Investec
Limited.
11 To re-elect Stephen
Koseff as a director
of Investec plc and 710,792,758 98.44% 11,280,607 1.56% 722,073,365 76% 3619949 Carried
Investec Limited.
12 To re-elect Lord
Malloch-Brown as a
director of Investec 719,283,247 99.61% 2,789,802 0.39% 722,073,049 76% 3620271 Carried
plc and Investec
Limited.
13 To re-elect Khumo
Lesego Shuenyane
as a director of 719,338,475 99.62% 2,728,493 0.38% 722,066,968 76% 3626346 Carried
Investec plc and
Investec Limited.
14 To re-elect Fani Titi
as a director of
Investec plc and 522,412,466 72.55% 197,653,662 27.45% 720,066,128 76% 5627185 Carried
Investec Limited.
15 To approve the dual
listed companies’
(DLC) directors’
remuneration report 558,785,555 77.89% 158,582,833 22.11% 717,368,388 76% 8324931 Carried
(other than the part
containing the
directors’
remuneration policy)
for the year ended
31 March 2017.
16 Authority to take
action in respect of 721,929,064 99.98% 142,812 0.02% 722,071,876 76% 3621444 Carried
the resolutions.
Ordinary business:
Investec Limited
17 To present the
audited financial
statements of
Investec Limited for
the year ended 31
March 2017,
together with the
reports of the Non-voting
directors, the
auditors, the
chairman of the
audit committee and
the chairman of the
social and ethics
committee.
18 To sanction the
interim dividend paid
by Investec Limited 721,953,915 99.98% 121,386 0.02% 722,075,301 76% 3611222 Carried
on the ordinary
shares in Investec
Limited for the six
month period ended
30 September 2016.
19 Subject to the
passing of resolution
No 31, to declare a 721,953,964 99.98% 121,363 0.02% 722,075,327 76% 3611221 Carried
final dividend on the
ordinary shares and
the SA DAS share in
Investec Limited for
the year ended
31 March 2016.
20 To re-appoint Ernst
& Young Inc. as joint 634,211,530 87.83% 87,857,249 12.17% 722,068,779 76% 3617769 Carried
auditors of Investec
Limited.
21 To re-appoint KPMG
Inc. as joint auditors
of Investec Limited. 633,410,027 87.72% 88,659,842 12.28% 722,069,869 76% 3616679 Carried
Special business:
Investec Limited
Ordinary
resolutions
22 Directors’ authority
to issue up to 5% of 583,574,099 80.86% 138,117,810 19.14% 721,691,909 76% 4001289 Carried
the unissued
ordinary shares.
23 Directors’ authority
to issue the
unissued variable
rate, cumulative, 689,149,419 95.44% 32,921,615 4.56% 722,071,034 76% 3622164 Carried
redeemable
preference shares
and the unissued
non-redeemable,
non-cumulative,
non-participating
preference shares.
24 Directors’ authority
to issue the
unissued special 682,181,813 94.48% 39,890,665 5.52% 722,072,478 76% 3620720 Carried
convertible
redeemable
preference shares.
Special resolutions
25 Special resolution
No 1: Directors’ 703,065,561 97.55% 17,680,607 2.45% 720,746,168 76% 4947030 Carried
authority to acquire
ordinary shares.
26 Special resolution
No 2: Directors’
authority to acquire
Class ILRP1
redeemable, non-
participating
preference shares,
Class ILRP2
redeemable, non-
participating 715,483,559 99.27% 5,296,303 0.73% 720,779,862 76% 4913336 Carried
preference shares,
any other
redeemable, non-
participating
preference shares
and non-
redeemable, non-
cumulative, non-
participating
preference shares.
27 Special resolution 712,142,728 98.63% 9,925,834 1.37% 722,068,562 76% 3624636 Carried
No 3: Financial
assistance
28 Special resolution
No 4: Non-executive 710,110,316 98.34% 11,956,517 1.66% 722,066,833 76% 3626365 Carried
directors’
remuneration
Investec plc
Ordinary business:
Investec plc
29 To receive and
adopt the audited
financial statements
of Investec plc for
the year ended 31 719,301,750 99.96% 283,913 0.04% 719,585,663 76% 6107535 Carried
March 2016,
together with the
reports of the
directors and the
auditors
30 To sanction the
interim dividend paid
by Investec plc on 721,814,797 99.96% 266,811 0.04% 722,081,608 76% 3611590 Carried
the ordinary shares
in Investec plc for
the 6 (six) month
period ended 30
September 2015.
31 Subject to the
passing of resolution
No 20, to declare a 721,959,525 99.98% 121,599 0.02% 722,081,124 76% 3612074 Carried
final dividend on the
ordinary shares in
Investec plc for the
year ended
31 March 2016.
32 To re-appoint Ernst
& Young LLP as
auditors of Investec 633,168,727 87.69% 88,904,735 12.31% 722,073,462 76% 3619614 Carried
plc and to authorise
the directors of
Investec plc to fix
their remuneration.
Special business:
Investec plc
Ordinary resolution
33 Directors’ authority 546,254,220 75.65% 175,818,507 24.35% 722,072,727 76% 3620221 Carried
to allot shares and
other securities.
Special resolutions
34 Special resolution
No 5: Directors’
authority to 720,235,702 99.86% 1,020,311 0.14% 721,256,013 76% 4437185 Carried
purchase ordinary
shares.
35 Special resolution
No6: Directors'
authority to 704,416,081 97.67% 16,839,766 2.33% 721,255,847 76% 4437116 Carried
purchase preference
shares
36 Ordinary resolution
Political donations. 482,587,331 76.49% 148,321,281 23.51% 630,908,612 67% 94784708 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 666,630,820 ordinary shares of
GBP0.0002 each and Investec Limited’s issued capital consists of 308,172,606 ordinary shares of
ZAR0.0002 each. Investec Limited holds 30,379,864 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 944,423,562.
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 10 August 2017:
Copies of all resolutions passed as special business at the Shareholder Meetings on 10 August 2017,
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
Johannesburg and London
Date: 10 August 2017
Sponsor: Investec Bank Limited
Date: 10/08/2017 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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