Last checked at 7 Aug 2015 09:30
Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06 JSE share code: ILRP1 ISIN: ZAE000183216 JSE ordinary share code: INL NSX ordinary share code: IVD BSE ordinary share code: INVESTEC ISIN: ZAE000081949 | Investec plc Incorporated in England and Wales Registration number 3633621 LSE share code: INVP JSE share code: INP ISIN: GB00B17BBQ50 |
(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") and class meeting of ILRP1 Preference shareholders of Investec Limited (the "Class Meeting")
The Shareholder Meetings were held on 06 August 2015. 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 30, 38 to 42 and 45 were passed as ordinary resolutions and Resolutions 31 to 37, 43 and 44 were passed as special resolutions.
The voting results of the Joint Electorate Actions are identical and are given below.
Special Resolution No 7 at the Shareholder Meetings was conditional upon a special resolution being passed at the Class Meeting, which was held immediately before the Shareholder Meetings. This special resolution, which was passed by the requisite majority of the ILRP1 Preference shareholders at the Class Meeting, amends the terms and conditions of the Class ILRP1 redeemable, non-cumulative, non-participating preference shares (Class ILRP1 preference shares) in order to (a) allow for the early redemption of some of the Class ILRP1 preference shares, on a bilateral agreement basis, in the issuer's sole discretion in terms of the new paragraph 46 of Annexure B1 of the Memorandum of Incorporation of Investec Limited and (b) to clarify that a regulatory event as well as a redemption event are applicable in terms of the new paragraph 47 of Annexure B1 of the Memorandum of Incorporation of Investec Limited.
The results of the Class Meeting are given below.
Annual General Meeting
RESOLUTION | |||||||||
Common Business: Investec plc and Investec Limited | |||||||||
Votes For | % | Votes Against | % | TOTAL | Votes cast as % of issued capital | Withheld | RESULT | ||
1 | To re-elect Glynn Robert Burger as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
| 661,361,890 | 98% | 11,784,763 | 2% | 673,146,653 | 74% | 2,146,182 | Carried |
2 | To re-elect Cheryl Ann Carolus as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
| 564,964,568 | 86% | 90,626,956 | 14% | 655,591,524 | 72% | 19,701,311 | Carried |
3 | To re-elect Peregrine Kenneth Oughton Crosthwaite as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
| 671,696,853 | 100% | 1,428,802 | 0% | 673,125,655 | 74% | 2,167,180 | Carried |
4 | To re-elect Hendrik Jacobus du Toit as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
| 661,620,436 | 98% | 11,526,198 | 2% | 673,146,634 | 74% | 2,146,201 | Carried |
5 | To re-elect Bradley Fried as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
| 554,715,276 | 85% | 100,875,253 | 15% | 655,590,529 | 72% | 19,702,306 | Carried |
6 | To re-elect David Friedland as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
| 492,849,616 | 75% | 161,145,227 | 25% | 653,994,843 | 72% | 21,297,992 | Carried |
7 | To re-elect Bernard Kantor as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
| 655,503,719 | 97% | 17,642,934 | 3% | 673,146,653 | 74% | 2,146,182 | Carried |
8 | To re-elect Ian Robert Kantor as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
| 561,005,074 | 86% | 94,586,450 | 14% | 655,591,524 | 72% | 19,701,311 | Carried |
9 | To re-elect Stephen Koseff as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
| 664,878,970 | 99% | 8,267,683 | 1% | 673,146,653 | 74% | 2,146,182 | Carried |
10 | To re-elect Peter Richard Suter Thomas as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
| 503,539,369 | 77% | 150,317,154 | 23% | 653,856,523 | 72% | 21,436,312 | Carried |
11 | To re-elect Fani Titi as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
| 664,644,111 | 99% | 6,671,301 | 1% | 671,315,412 | 74% | 3,976,961 | Carried |
12 | To elect Charles Richard Jacobs as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
| 654,381,727 | 100% | 1,326,244 | 0% | 655,707,971 | 72% | 19,584,861 | Carried |
13 | To elect Lord Malloch-Brown as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
| 671,817,024 | 100% | 1,327,819 | 0% | 673,144,843 | 74% | 2,147,992 | Carried |
14 | To elect Khumo Lesego Shuenyane as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
| 671,412,622 | 100% | 1,326,087 | 0% | 672,738,709 | 74% | 2,554,126 | Carried |
15 | To elect Zarina Bibi Mahomed Bassa as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
| 667,974,327 | 99% | 5,170,516 | 1% | 673,144,843 | 74% | 2,147,992 | Carried |
16 | To elect Laurel Charmaine Bowden as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
| 669,184,416 | 99% | 3,555,034 | 1% | 672,739,450 | 74% | 2,553,385 | Carried |
17 | To approve the dual listed companies' ('DLC') directors' remuneration report (other than the part containing the directors' remuneration policy) for the year ended 31 March 2015.
| 567,427,567 | 84% | 105,021,932 | 16% | 672,449,499 | 74% | 2,843,336 | Carried |
18 | To approve the dual listed companies ('DLC') directors' remuneration policy contained in the DLC remuneration report.
| 505,159,546 | 75% | 167,830,111 | 25% | 672,989,657 | 74% | 2,303,178 | Carried |
19 | To present the dual listed companies ('DLC') report by the chairman of the audit committees for the year ended 31 March 2015
| Non-voting | |||||||
20 | To present the dual listed companies ('DLC') report by the chairman of the social and ethics committee for the year ended 31 March 2015.
| Non-voting | |||||||
21 | To authorise any director or the company secretaries of Investec plc and Investec Limited to do all things and sign all documents which may be necessary to carry into effect the resolutions contained in this notice to the extent the same have been passed and, where applicable, filed.
| 672,517,002 | 100% | 1,566 | 0% | 672,518,568 | 74% | 2,774,082 | Carried |
| Ordinary business: Investec Limited | ||||||||
22 | To present the audited financial statements of Investec Limited for the year ended 31 March 2015, together with the reports of the directors and the auditors.
| Non-voting | |||||||
23 | To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the 6 (six) month period ended 30 September 2014.
| 672,909,213 | 100% | 24,969 | 0% | 672,934,182 | 74% | 2,358,827 | Carried |
24 | Subject to the passing of resolution No 40, to declare a final dividend on the ordinary shares and the SA DAS share in Investec Limited for the year ended 31 March 2015.
| 672,909,199 | 100% | 24,809 | 0% | 672,934,008 | 74% | 3,822,106 | Carried |
25 | To re-appoint Ernst & Young Inc. of 102 Rivonia Road, Sandton 2128 South Africa (Private Bag X14, Sandton 2146 South Africa), upon the recommendation of the current audit committee, as joint auditors of Investec Limited to hold office until the conclusion of the annual general meeting of Investec Limited to be held in 2016.
| 665,908,437 | 99% | 5,562,292 | 1% | 671,470,729 | 74% | 3,939,409 | Carried |
26 | To re-appoint KPMG Inc. of 85 Empire Road, Parktown 2193 South Africa (Private Bag 9, Parkview 2122 South Africa), upon the recommendation of the current audit committee, as joint auditors of Investec Limited to hold office until the conclusion of the annual general meeting of Investec Limited to be held in 2016.
| 670,083,584 | 100% | 1,269,842 | 0% | 671,353,426 | 74% | 3,931,261 | Carried |
| Special business: Investec Limited | ||||||||
| Ordinary resolutions | ||||||||
27 | Directors' authority to issue up to 5% of the unissued ordinary shares.
| 571,889,671 | 85% | 99,471,903 | 15% | 671,361,574 | 74% | 2,359,766 | Carried |
28 | Directors' authority to issue the unissued variable rate, cumulative, redeemable preference shares.
| 646,581,472 | 96% | 26,351,771 | 4% | 672,933,243 | 74% | 4,196,414 | Carried |
29 | Directors' authority to issue the unissued non-redeemable, non-cumulative, non-participating preference shares.
| 646,620,785 | 96% | 26,312,284 | 4% | 672,933,069 | 74% | 3,996,568 | Carried |
30 | Directors' authority to issue the unissued special convertible redeemable preference shares. | 643,242,016 | 96% | 29,690,644 | 4% | 672,932,660 | 74% | 4,079,931 | Carried |
| Special resolutions | ||||||||
31 | Special resolution No 1: Directors' authority to acquire ordinary shares. | 659,239,284 | 98% | 11,857,137 | 2% | 671,096,421 | 74% | 2,659,560 | Carried |
32 | Special resolution No 2: Directors' authority to acquire Class ILRP1 redeemable, non-participating preference shares, Class ILRP2 redeemable, non-participating preference shares, any other redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares.
| 669,681,195 | 100% | 1,615,072 | 0% | 671,296,267 | 74% | 2,506,464 | Carried |
33 | Special resolution No 3: Financial assistance
| 665,052,223 | 99% | 6,160,681 | 1% | 671,212,904 | 74% | 2,506,464 | Carried |
34 | Special resolution No 4: Directors' remuneration
| 516,480,504 | 77% | 154,581,743 | 23% | 671,062,247 | 74% | 4,171,858 | Carried |
35 | Special resolution No 5: Amendment to the authorised share capital of Investec Limited.
| 670,306,060 | 100% | 2,326,815 | 0% | 672,632,875 | 74% | 2,239,332 | Carried |
36 | Special resolution No 6: Amendment to Annexure A of the Memorandum of Incorporation of Investec Limited.
| 671,282,632 | 100% | 1,503,739 | 0% | 672,786,371 | 74% | 2,238,853 | Carried |
37 | Special resolution No 7: Amendment to Annexure B1 of the Memorandum of Incorporation of Investec Limited.
| 672,748,428 | 100% | 37,943 | 0% | 672,786,371 | 74% | 2,383,949 | Carried |
| Investec plc | ||||||||
| Ordinary business: Investec plc | ||||||||
38 | To receive and adopt the audited financial statements of Investec plc for the year ended 31 March 2015, together with the reports of the directors and the auditors.
| 669,847,905 | 100% | 1,273,072 | 0% | 671,120,977 | 74% | 3,874,332 | Carried |
39 | To sanction the interim dividend paid by Investec plc on the ordinary shares in Investec plc for the 6 (six) month period ended 30 September 2014.
| 673,048,186 | 100% | 5,317 | 0% | 673,053,503 | 74% | 69,506,413 | Carried |
40 | Subject to the passing of resolution No 24, to declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2015. | 673,053,600 | 100% | 382 | 0% | 673,053,982 | 74% | 0 | Carried |
41 | To re-appoint Ernst & Young LLP as auditors of Investec plc and to authorise the directors of Investec plc to fix their remuneration.
| 666,558,338 | 99% | 6,388,316 | 1% | 672,946,654 | 74% | 0 | Carried |
| Special business: Investec plc | ||||||||
| Ordinary resoluton | ||||||||
42 | Directors' authority to allot shares and other securities.
| 506,145,891 | 75% | 165,189,806 | 25% | 671,335,697 | 74% | 0 | Carried |
| Special resolutions | ||||||||
43 | Special resolution No 8: Directors' authority to purchase ordinary shares.
| 672,493,941 | 100% | 414,945 | 0% | 672,908,886 | 74% | 0 | Carried |
44 | Special resolution No 9: Directors' authority to purchase preference shares.
| 671,370,592 | 100% | 47,911 | 0% | 671,418,503 | 74% | 0 | Carried |
| Ordinary resolution | ||||||||
45 | Political donations.
| 564,272,347 | 93% | 41,513,852 | 7% | 605,786,199 | 67% | 0 | Carried |
Class Meeting
Votes For | % | Votes Against | % | TOTAL | Votes cast as % of issued capital | Withheld | RESULT | |
Special resolution No 1: Amendment to Annexure B1 of the Memorandum of Incorporation of Investec Limited. | 332,535 | 100% | 0 | 0% | 332,535 | 81% | 0 | Carried |
As at the date of the AGM, Investec plc's issued capital consists of 616,918,029 ordinary shares of GBP0.0002 each and Investec Limited's issued capital consists of 291,363,706 ordinary shares of ZAR0.0002 each. Investec Limited holds 23,225,727 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 885,056,008.
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 06 August 2015:
Copies of all resolutions passed as special business at the Shareholder Meetings on 06 August 2015, 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