Wrap Text
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 Guidance
and Transparency Rules and the Listing Rules of the United Kingdom Listing Authority (the “UKLA”) and/or the
JSE Listings 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 08 August 2019. 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 15, 17 to 23, 28 to 33 and 36 were passed as ordinary
resolutions. Resolutions 24 to 27 and resolutions 34 and 35 were passed as special resolutions.
The voting results of the Joint Electorate Actions are identical and are given below:
Total
Votes
Votes
Withheld
Cast as
% of % of as a %
Votes Total Votes a % of Votes
Resolution Votes For Votes Votes of the
Against Cast the Withheld
Cast Cast Ordinary
Ordinary
Shares
Shares
in Issue
in Issue
Common Business: Investec plc and Investec Limited
Re-election of Zarina
1 717,607,239 90.36% 76,518,374 9.64% 794,125,613 80.60% 1,705,504 0.17%
Bibi Mahomed Bassa
Re-election of
2 Peregrine Kenneth 748,736,583 94.28% 45,388,899 5.72% 794,125,482 80.60% 1,705,635 0.17%
Oughton Crosthwaite
Re-election of Hendrik
3 788,198,176 99.25% 5,927,144 0.75% 794,125,320 80.60% 1,705,654 0.17%
Jacobus du Toit
Re-election of David
4 791,135,156 99.62% 2,990,082 0.38% 794,125,238 80.60% 1,705,735 0.17%
Friedland
Re-election of Philip
5 750,945,523 94.59% 42,932,729 5.41% 793,878,252 80.57% 1,952,881 0.20%
Alan Hourquebie
Re-election of Charles
6 791,430,889 99.66% 2,694,609 0.34% 794,125,498 80.60% 1,705,635 0.17%
Richard Jacobs
Re-election of Ian
7 779,967,731 98.22% 14,157,167 1.78% 794,124,898 80.60% 1,706,235 0.17%
Robert Kantor
Re-election of Lord
8 791,508,966 99.67% 2,617,714 0.33% 794,126,680 80.60% 1,704,454 0.17%
Malloch-Brown
Re-election of Khumo
9 791,556,106 99.68% 2,571,348 0.32% 794,127,454 80.60% 1,703,680 0.17%
Lesego Shuenyane
10 Re-election of Fani Titi 787,962,089 99.23% 6,152,007 0.77% 794,114,096 80.60% 1,717,038 0.17%
Election of Kim Mary
11 788,162,942 99.25% 5,965,922 0.75% 794,128,864 80.60% 1,702,270 0.17%
McFarland
Election of Nishlan
12 787,759,112 99.20% 6,370,352 0.80% 794,129,464 80.60% 1,701,670 0.17%
Andre Samujh
Approval of the DLC
directors’ remuneration
13 645,542,952 81.32% 148,331,577 18.68% 793,874,529 80.57% 1,956,604 0.20%
report for the year
ended 31 March 2019
Approval of the DLC
14 directors’ remuneration 647,824,159 81.58% 146,303,581 18.42% 794,127,740 80.60% 1,703,393 0.17%
policy
Authority to take action
15 in respect of the 794,110,217 99.99% 61,493 0.01% 794,171,710 80.60% 1,658,463 0.17%
resolutions
Ordinary business: Investec Limited
Presentation of the
audited financial
16 Non-voting
statements for the year
ended 31 March 2019
Sanction of the interim
17 dividend paid on the 790,192,967 99.86% 1,077,432 0.14% 791,270,399 80.31% 4,561,150 0.46%
ordinary shares
Sanction of the interim
18 dividend paid on the 790,870,978 99.95% 400,139 0.05% 791,271,117 80.31% 4,560,457 0.46%
SA DAS share
Subject to the passing
of Resolution 30,
approval of the final
19 791,044,191 99.97% 228,326 0.03% 791,272,517 80.31% 4,559,057 0.46%
dividend on the
ordinary shares and
the SA DAS share
Re-appointment of
20 Ernst & Young Inc. as 660,224,920 83.44% 131,045,033 16.56% 791,269,953 80.31% 4,561,620 0.46%
joint auditors
Re-appointment of
21 KPMG Inc. as joint 632,614,016 79.93% 158,812,565 20.07% 791,426,581 80.32% 4,555,080 0.46%
auditors
Special business: Investec Limited
Authority to issue the
unissued variable rate,
cumulative,
redeemable
preference shares and
22 734,050,552 94.40% 43,513,545 5.60% 777,564,097 78.92% 4,567,037 0.46%
the unissued non-
redeemable, non-
cumulative, non-
participating
preference shares
Authority to issue the
unissued special
23 convertible 729,193,745 93.78% 48,369,819 6.22% 777,563,564 78.92% 4,567,570 0.46%
redeemable
preference shares
Authority to acquire
24 769,429,538 97.29% 21,414,247 2.71% 790,843,785 80.26% 4,987,347 0.51%
ordinary shares
Authority to acquire
any redeemable, non-
participating
preference shares and
25 784,901,030 99.25% 5,943,532 0.75% 790,844,562 80.26% 4,986,570 0.51%
non-redeemable, non-
cumulative, non-
participating
preference shares
26 Financial assistance 781,655,935 98.79% 9,578,290 1.21% 791,234,225 80.30% 4,596,908 0.47%
Approval of the non-
27 executive directors’ 787,928,061 99.67% 2,626,595 0.33% 790,554,656 80.24% 5,276,478 0.54%
remuneration
Ordinary Business: Investec plc
Receive the audited
financial statements
28 791,675,549 99.91% 722,476 0.09% 792,398,025 80.42% 3,433,549 0.35%
for the year ended 31
March 2019
Sanction of the interim
29 dividend paid on the 793,799,296 99.95% 400,345 0.05% 794,199,641 80.61% 1,631,933 0.17%
ordinary shares
Subject to the passing
of Resolution 19,
30 approval of the final 793,990,391 99.97% 209,225 0.03% 794,199,616 80.61% 1,631,958 0.17%
dividend on the
ordinary shares
Re-appointment of
31 Ernst & Young LLP as 690,040,007 87.12% 101,986,984 12.88% 792,026,991 80.38% 3,804,582 0.39%
auditors
Authority for the
directors to set the
32 790,040,363 99.48% 4,112,328 0.52% 794,152,691 80.60% 1,678,883 0.17%
remuneration of the
company’s auditors
Special Business: Investec plc
Authority to allot
33 Investec plc special 747,989,303 94.26% 45,555,026 5.74% 793,544,329 80.54% 2,296,322 0.23%
converting shares
Authority to purchase
34 792,062,121 99.78% 1,752,823 0.22% 793,814,944 80.57% 2,016,189 0.20%
ordinary shares
Authority to purchase
35 769,972,571 97.00% 23,842,187 3.00% 793,814,758 80.57% 2,016,016 0.20%
preference shares
36 Political donations 644,805,835 81.30% 148,273,325 18.70% 793,079,160 80.49% 2,751,462 0.28%
In accordance with the UK Corporate Governance Code, with respect to resolutions with more than 20% of
votes cast against such resolution, the group is required to explain how it will consult shareholders in order to
understand the reasons behind the result.
The Boards of Directors of Investec plc and Investec Limited (the “Board”) recognises that effective
communication is vital and is committed to providing meaningful, transparent and timely information to
stakeholders. As part of the group’s stakeholder engagement philosophy and process, the Group Chairman and
the Remuneration Committee Chairman actively engage with UK shareholder representative organisations and
the group’s largest shareholders on an annual basis. These meetings are in addition to the numerous meetings
shareholders have with executive management.
The Board notes that at today’s annual general meetings (“AGM”) resolution 21 (the re-appointment of KPMG
Inc. as joint auditors of Investec Limited) passed with just below an 80% majority.
The Audit Committee identified audit quality as a Key Audit Matter as defined by auditing standards and
accordingly spent considerable time gaining assurance in this regard and included specific additional
procedures to satisfy itself regarding audit quality, audit firm transparency processes, auditor independence and
objectivity and auditor rotation planning, where Investec Limited is and intends to remain compliant with the
mandated requirements around Mandatory Audit Firm Rotation (“MAFR”). Regarding KPMG Inc., a number of
specific additional processes both at a local and international level were implemented to ensure and confirm
audit quality. These matters have been explained in detail in the group’s 2019 Audit Committee Report,
contained in the 2019 integrated annual report.
These matters have been discussed at length with the group’s largest shareholders. The Board will continue to
engage with shareholders and consider shareholder feedback in developing and refining its policies and
practices. In accordance with the UK Corporate Governance Code an update will be provided within six months
of the AGM in respect of the resolutions which were passed with majorities of less than 80%.
Other information
As at the date of the AGM, Investec plc’s issued capital consists of 696,082,618 ordinary shares of GBP0.0002
each and Investec Limited’s issued capital consists of 318,904,709 ordinary shares of ZAR0.0002 each.
Investec Limited holds 29,693,939 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 985,293,388.
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 08 August 2019:
• Copies of all resolutions passed as special business at the Shareholder Meetings on 08 August 2019,
pursuant to Listing Rule 9.6.2, will be submitted to the National Storage Mechanism and will shortly be
available for inspection at www.morningstar.co.uk
David Miller Niki van Wyk
Company Secretary Company Secretary
Investec plc Investec Limited
Johannesburg and London
Date: 08 August 2019
Sponsor: Investec Bank Limited
Date: 08/08/2019 05:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.