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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
LEI: 549300G0TJCT3K15ZG14
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 23 July 2025 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 726,450,010 99.79% 1,534,416 0.21% 639,038 0% 727,984,426 81.16%
1
as a director.
To re-elect Kim McFarland 726,894,363 99.85% 1,087,747 0.15% 641,354 0% 727,982,110 81.16%
2
as a director.
To re-elect Gareth Penny 721,434,439 99.10% 6,547,838 0.90% 641,187 0% 727,982,277 81.16%
3
as a director.
To re-elect Idoya 722,226,274 99.21% 5,755,703 0.79% 641,487 0% 727,981,977 81.16%
4 Basterrechea Aranda as a
director.
To re-elect Busisiwe 716,336,222 98.32% 12,259,912 1.68% 27,330 0% 728,596,134 81.23%
5
Mabuza as a director.
To re-elect Victoria 727,327,164 99.91% 654,952 0.09% 641,348 0% 727,982,116 81.16%
6
Cochrane as a director.
To re-elect Khumo 725,749,553 99.69% 2,232,411 0.31% 641,500 0% 727,981,964 81.16%
7
Shuenyane as a director.
To approve the directors' 706,052,826 96.99% 21,910,447 3.01% 660,191 0% 727,963,273 81.16%
remuneration report, for
8
the year ended 31 March
2025.
To approve the directors' 680,425,908 93.47% 47,535,932 6.53% 661,624 0% 727,961,840 81.16%
9
remuneration policy.
To approve Ninety One's 576,948,491 96.44% 21,276,293 3.56% 130,380,580 18% 598,224,784 66.70%
10
climate strategy.
Ordinary business: Ninety One plc
To receive and adopt the 719,021,621 99.99% 37,534 0.01% 9,564,309 1% 719,059,155 80.17%
audited annual financial
statements of Ninety One
plc for the year ended 31
11
March 2025, together with
the reports of the directors
and of the auditor of Ninety
One plc.
Subject to the passing of 727,960,674 100.00% 34,573 0.00% 628,217 0% 727,995,247 81.16%
resolution no. 19, to
12
declare a final dividend on
the ordinary shares for the
year ended 31 March
2025.
To re-appoint 727,919,105 99.99% 63,521 0.01% 640,809 0% 727,982,626 81.16%
PricewaterhouseCoopers
LLP of 7 More London
Riverside, London, SE1
2RT, as auditor of Ninety
One plc to hold office until
13
the conclusion of the
Annual General Meeting of
Ninety One plc to be held
in 2026, with the
designated audit partner
being Allan McGrath.
To authorise the Audit and 727,586,822 99.95% 392,696 0.05% 644,946 0% 727,979,518 81.16%
Risk Committee to set the
14
remuneration of Ninety
One plc's auditors.
Special business: Ninety One plc
Ordinary resolution: 703,050,146 96.57% 24,941,886 3.43% 631,432 0% 727,992,032 81.16%
Directors' authority to allot
15
shares and other
securities.
Special resolution: 720,753,521 99.04% 6,997,479 0.96% 872,464 0% 727,751,000 81.14%
16 Authority to purchase own
ordinary shares.
Special resolution: 694,986,930 95.47% 3,005,043 4.53% 631,491 0% 727,991,973 81.16%
17
Consent to short notice.
Ordinary business: Ninety One Limited
To present the audited
financial statements of
Ninety One Limited for the
year ended 31 March
2025, together with the
reports of the directors, the
18 Non-voting resolution
auditor, 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 727,956,631 100.00% 36,002 0.00% 630,831 0% 727,992,633 81.16%
resolution no. 12, to
declare a final dividend on
19
the ordinary shares for the
year ended 31 March
2025.
To re-appoint 727,922,843 99.99% 59,805 0.01% 640,749 0% 727,982,648 81.16%
PricewaterhouseCoopers
Inc. of 5 Silo Square, V&A
Waterfront, Cape Town,
8002, South Africa, upon
the recommendation of the
current Audit and Risk
Committee, as auditor of
20
Ninety One Limited, to hold
office until the conclusion
of the Annual General
Meeting of Ninety One
Limited to be held in 2026,
with the designated audit
partner being Nicolette
Jacobs.
Election of Audit and Risk
Committee members:
21 i. Victoria Cochrane; and
727,337,511 99.91% 644,605 0.09% 641,348 0% 727,982,116 81.16%
ii. Khumo Shuenyane.
723,406,890 99.37% 4,573,553 0.63% 643,021 0% 727,980,443 81.16%
Election of Sustainability,
Social and Ethics
Committee members:
i. Khumo Shuenyane 725,800,176 99.70% 2,179,169 0.30% 644,119 0% 727,979,345 81.16%
22
ii. Gareth Penny; and 722,368,146 99.23% 5,611,529 0.77% 643,789 0% 727,979,675 81.16%
iii. Hendrik du Toit. 718,626,221 98.72% 9,354,048 1.28% 643,195 0% 727,980,269 81.16%
Authorising the directors to 695,376,167 95.52% 32,618,019 4.48% 629,278 0% 727,994,186 81.16%
issue up to 5% of the
23
issued ordinary shares in
Ninety One Limited.
General authority to issue 618,644,666 92.23% 52,085,078 7.77% 628,542 0% 670,729,744 74.78%
24
ordinary shares for cash.
Special business: Ninety One Limited
Special resolution 1 - 716,516,341 98.46% 11,178,188 1.54% 876,732 0% 727,694,529 81.13%
Authority to acquire
25
ordinary shares of Ninety
One Limited.
Special resolution 2 - 723,130,917 99.75% 1,789,528 0.25% 648,402 0% 724,920,445 80.82%
26
Financial Assistance.
Special resolution 3 - Non- 727,016,454 99.90% 702,563 0.10% 649,040 0% 727,719,017 81.13%
27 executive directors'
remuneration.
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 628,572,786 ordinary shares
of GBP0.0001 each and Ninety One Limited's issued capital consists of 268,370,594 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 896,943,380.
Resolutions 16, 17, 25, 26 and 27 were passed as special resolutions. Copies of resolutions 15, 16 and 17 will be
filed with Companies House in the United Kingdom.
In accordance with FCA Listing Rule 6.4.2R, 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.
23 July 2025
JSE Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
+27 (0) 115 070 300
Date: 23-07-2025 05:45:00
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