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Results of Annual General Meetings of Ninety One plc and Ninety One Limited
Ninety One plc Ninety One Limited
Incorporated in England and Wales Incorporated in the Republic of South Africa
Registration number: 12245293 Registration number: 2019/526481/06
Date of registration: 4 October 2019 Date of registration: 18 October 2019
LSE share code: N91 JSE share code: NY1
JSE share code: N91 ISIN: ZAE000282356
ISIN: GB00BJHPLV88
As part of the dual-listed companies’ structure, Ninety One plc and Ninety One Limited notify both the LSE and the JSE of
matters which are required to be disclosed under the Disclosure Guidance and Transparency Rules and Listing Rules of
the FCA and/or the Listings Requirements of the JSE.
Results of Annual General Meetings of Ninety One plc and Ninety One Limited
(the "Annual General Meetings" or “AGMs”)
The AGMs were held on 4 August 2021 physically and electronically by audiocast. As required by the companies’ dual-
listed 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.
The voting results of the Joint Electorate Actions are identical and are given below:
Total
Votes
Cast as
Votes Votes Total Votes a % of
Resolution Votes For % % %
Against Withheld Cast the
Ordinary
Shares
in Issue
Common Business: Ninety One plc and Ninety One Limited
To re-elect Hendrik du Toit as a
1
director. 821,616,663 99.75 2,046,352 0.25 517,266 0.1 823,663,015 89.27
To re-elect Kim McFarland as a
2
director. 822,208,845 99.82 1,451,163 0.18 520,273 0.1 823,660,008 89.26
To re-elect Gareth Penny as a
3
director. 781,581,725 94.89 42,078,294 5.11 520,262 0.1 823,660,019 89.26
To re-elect Idoya Basterrechea
4
Aranda as a director. 822,056,716 99.81 1,603,299 0.19 520,266 0.1 823,660,015 89.26
To re-elect Colin Keogh as a
5
director. 823,099,152 99.93 560,856 0.07 520,273 0.1 823,660,008 89.26
To re-elect Busisiwe Mabuza as
6
a director. 821,717,250 99.94 461,675 0.06 2,001,356 0.2 822,178,925 89.10
To re-elect Victoria Cochrane as
7
a director. 823,183,988 99.94 476,014 0.06 520,279 0.1 823,660,002 89.26
To elect Khumo Shuenyane as a
8
director. 817,369,542 99.24 6,287,207 0.76 523,509 0.1 823,656,749 89.26
To approve the directors’
9 remuneration report, for the year
ended 31 March 2021. 809,855,000 98.33 13,795,361 1.67 529,678 0.1 823,650,361 89.26
To approve the directors’
10
remuneration policy. 791,857,296 96.14 31,793,344 3.86 529,641 0.1 823,650,640 89.26
To approve Ninety One’s climate
11
related financial reporting. 745,914,720 97.38 20,107,304 2.62 58,158,107 7.1 766,022,024 83.02
Ordinary business: Ninety One plc
To receive and adopt the audited
annual financial statements of
Ninety One plc for the year
12 ended 31 March 2021, together
with the reports of the directors of
Ninety One plc and of the
auditors of Ninety One plc. 821,279,103 99.99 102,610 0.01 2,798,568 0.3 821,381,713 89.02
Subject to the passing of
resolution no. 22, to declare a
13 final dividend on the ordinary
shares for the year ended 31
March 2021. 823,338,099 99.96 327,076 0.04 515,106 0.1 823,665,175 89.27
To appoint KPMG LLP of 15
Canada Square, Canary Wharf,
London, E14 5GL, as auditor of
14
Ninety One plc to hold office until
the conclusion of the next AGM
to be held in 2022. 817,815,672 99.29 5,841,973 0.71 522,636 0.1 823,657,645 89.26
To authorise the Audit and Risk
Committee to set the
15
remuneration of Ninety One plc’s
auditors. 818,880,717 99.42 4,776,756 0.58 522,808 0.1 823,657,473 89.26
Special business: Ninety One plc
Ordinary resolution: Directors’
16 authority to allot shares and
other securities. 681,045,205 82.69 142,615,087 17.31 519,989 0.1 823,660,292 89.26
Special resolution: Authority to
17
purchase own ordinary shares.
815,983,990 99.13 7,121,181 0.87 1,075,110 0.1 823,105,171 89.20
Special resolution: Consent to
18
short notice. 799,125,462 97.04 24,409,427 2.96 645,392 0.1 823,534,889 89.25
Special resolution: Adoption of
19
New Articles of Association. 820,426,682 99.62 3,102,938 0.38 650,661 0.1 823,529,620 89.25
Ordinary resolution: Approval of
20 the Long Term Incentive Plan
2021. 808,620,822 98.19 14,885,377 1.81 653,612 0.1 823,506,199 89.25
Ordinary business: Ninety One Limited
To present the audited financial
statements of Ninety One
Limited for the year ended 31
March 2021, together with the
reports of the directors, the
21 Non-voting resolution
auditors, the chair of the Audit
and Risk Committee and the
chair of the Sustainability, Social
and Ethics Committee to the
shareholders.
Subject to the passing of
resolution no. 13, to declare a
22 final dividend on the ordinary
shares for the year ended 31
March 2021. 822,932,966 99.96 364,330 0.04 872,224 0.1 823,297,296 89.23
To appoint KPMG Inc. of 85
Empire Road, Parktown, 2193,
South Africa, upon the
recommendation of the current
23 Audit and Risk Committee, as
auditor of Ninety One Limited, to
hold office until the conclusion of
the next AGM of Ninety One
Limited to be held in 2022. 817,274,516 99.27 6,019,838 0.73 875,166 0.1 823,294,354 89.23
Election of Audit and Risk
Committee members.
i.Victoria Cochrane
24 816,116,862 99.14 7,108,792 0.86 943,866 0.1 823,225,654 89.22
ii.Idoya Basterrechea Aranda
822,071,515 99.85 1,221,925 0.15 876,080 0.1 823,293,440 89.23
iii.Colin Keogh
819,352,003 99.52 3,941,656 0.48 875,861 0.1 823,293,659 89.23
Authorising the directors to
issue up to (i) 5% of the issued
25 ordinary shares; and (ii) 5% plus
154,067 of the issued special
converting shares. 677,775,151 82.32 145,518,579 17.68 875,790 0.1 823,293,730 89.23
General authority to issue
26
ordinary shares for cash. 674,739,111 81.96 148,555,506 18.04 874,903 0.1 823,294,617 89.23
Amendment of the Rules of the
27 Ninety One Limited Long Term
Incentive Plan 2020. 817,791,105 99.35 5,372,945 0.65 1,005,470 0.1 823,164,050 89.21
Special business: Ninety One Limited
Special resolution 1 - Authority to
acquire ordinary shares of Ninety
28 One Limited subject to any
restriction under South African
law. 814,267,564 98.97 8,471,317 1.03 1,430,639 0.2 822,738,881 89.17
Special resolution 2 - Financial
29
Assistance. 810,997,490 98.51 12,296,820 1.49 875,210 0.1 823,294,310 89.23
Special resolution 3 - Non-
30 executive directors’
remuneration. 812,278,279 98.66 11,010,395 1.34 880,846 0.1 823,288,674 89.22
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.
Other information
As at the date of the AGM, Ninety One plc's issued capital consists of 622,624,622 ordinary shares of GBP0.0001 each
and Ninety One Limited's issued capital consists of 300,089,454 ordinary shares of no par value. In accordance with the
dual-listed companies' structure, the aggregate number of voting rights which may be exercised at the AGM was
922,714,076.
Resolutions 17, 18, 19, 28, 29 and 30 were passed as special resolutions. Copies of resolutions 16, 17, 18, 19 and 20 will
be filed with Companies House in the United Kingdom.
In accordance with FCA Listing Rule 9.6.2, a copy of the resolutions passed at today’s AGM, other than resolutions
concerning ordinary business, will be submitted to the National Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
4 August 2021
JSE Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
+27 (0) 115 070 300
Date: 04-08-2021 05:00:00
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