Last checked at 6 Aug 2020 16:00
Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06 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 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 06 August 2020. 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 16, 18 to 23, 28 to 32 and 35 were passed as ordinary resolutions. Resolutions 24 to 27 and resolutions 33 and 34 were passed as special resolutions.
The voting results of the Joint Electorate Actions are identical and are given below:
Resolution | Votes For | % of Votes Cast | Votes Against | % of Votes Cast | Total Votes Cast | Total Votes Cast as a % of the Ordinary Shares in Issue | Votes Withheld | Votes Withheld as a % of the Ordinary Shares in Issue | |
Common Business: Investec plc and Investec Limited | |||||||||
1 | Re-election of Zarina Bibi Mahomed Bassa | 705,239,062 | 89.08% | 86,479,131 | 10.92% | 791,718,193 | 81.96% | 1,006,460.00 | 0.10% |
2 | Re-election of Peregrine Kenneth Oughton Crosthwaite | 708,194,488 | 89.45% | 83,526,285 | 10.55% | 791,720,773 | 81.96% | 1,003,880.00 | 0.10% |
3 | Re-election of David Friedland | 790,435,223 | 99.84% | 1,285,505 | 0.16% | 791,720,728 | 81.96% | 1,003,926.00 | 0.10% |
4 | Re-election of Philip Alan Hourquebie | 711,187,721 | 89.91% | 79,778,754 | 10.09% | 790,966,475 | 81.88% | 1,758,179.00 | 0.18% |
5 | Re-election of Charles Richard Jacobs | 789,607,166 | 99.73% | 2,111,869 | 0.27% | 791,719,035 | 81.96% | 1,005,619.00 | 0.10% |
6 | Re-election of Lord Malloch-Brown | 790,531,692 | 99.85% | 1,187,939 | 0.15% | 791,719,631 | 81.96% | 1,005,023.00 | 0.10% |
7 | Re-election of Nishlan Andre Samujh | 788,725,805 | 99.61% | 3,058,067 | 0.39% | 791,783,872 | 81.96% | 940,782.00 | 0.10% |
8 | Re-election of Khumo Lesego Shuenyane | 713,366,735 | 90.10% | 78,418,838 | 9.90% | 791,785,573 | 81.96% | 939,081.00 | 0.10% |
9 | Re-election of Fani Titi | 789,246,454 | 99.68% | 2,520,746 | 0.32% | 791,767,200 | 81.96% | 957,454.00 | 0.10% |
10 | Election of Henrietta Caroline Baldock | 791,504,932 | 99.99% | 114,975 | 0.01% | 791,619,907 | 81.95% | 1,104,747.00 | 0.11% |
11 | Election of Philisiwe Gugulethu Sibiya | 791,348,763 | 99.97% | 266,029 | 0.03% | 791,614,792 | 81.95% | 1,109,862.00 | 0.11% |
12 | Election of James Kieran Colum Whelan | 790,548,565 | 99.84% | 1,235,654 | 0.16% | 791,784,219 | 81.96% | 940,435.00 | 0.10% |
13 | Approval of the DLC directors' remuneration report for the year ended 31 March 2020 | 602,017,078 | 76.12% | 188,905,936 | 23.88% | 790,923,014 | 81.87% | 1,801,640.00 | 0.19% |
14 | Approval of the DLC directors' remuneration policy | 596,259,658 | 75.40% | 194,494,260 | 24.60% | 790,753,918 | 81.86% | 1,970,736.00 | 0.20% |
15 | Authority for the Investec group's climate change resolution | 791,221,096 | 99.95% | 362,816 | 0.05% | 791,583,912 | 81.94% | 1,140,742.00 | 0.12% |
16 | Authority to take action in respect of the resolutions | 790,260,093 | 99.81% | 1,508,771 | 0.19% | 791,768,864 | 81.96% | 955,790.00 | 0.10% |
Ordinary business: Investec Limited | |||||||||
17 | Presentation of the audited financial statements for the year ended 31 March 2020 | Non-voting | |||||||
18 | Sanction of the interim dividend paid on the ordinary shares | 791,755,961 | 100.00% | 33,427 | 0.00% | 791,789,388 | 81.96% | 935,266.00 | 0.10% |
19 | Sanction of the interim dividend paid on the SA DAS share | 790,649,733 | 99.86% | 1,138,487 | 0.14% | 791,788,220 | 81.96% | 936,434.00 | 0.10% |
20 | Re-appointment of Ernst & Young Inc. as joint auditors | 655,249,916 | 82.76% | 136,535,617 | 17.24% | 791,785,533 | 81.96% | 939,120.00 | 0.10% |
21 | Re-appointment of KPMG Inc. as joint auditors | 616,748,072 | 77.89% | 175,036,898 | 22.11% | 791,784,970 | 81.96% | 939,683.00 | 0.10% |
Special business: Investec Limited | |||||||||
22 | Authority to issue the unissued variable rate, cumulative, redeemable preference shares and the unissued non-redeemable, non-cumulative, non-participating preference shares | 740,879,475 | 93.57% | 50,902,796 | 6.43% | 791,782,271 | 81.96% | 942,383.00 | 0.10% |
23 | Authority to issue the unissued special convertible redeemable preference shares | 758,598,042 | 95.81% | 33,184,521 | 4.19% | 791,782,563 | 81.96% | 942,091.00 | 0.10% |
24 | Authority to acquire ordinary shares | 723,500,261 | 91.56% | 66,671,668 | 8.44% | 790,171,929 | 81.80% | 2,552,725.00 | 0.26% |
25 | Authority to acquire any redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares | 785,606,091 | 99.42% | 4,565,266 | 0.58% | 790,171,357 | 81.80% | 2,553,297.00 | 0.26% |
26 | Financial assistance | 782,880,562 | 98.88% | 8,897,546 | 1.12% | 791,778,108 | 81.96% | 946,546.00 | 0.10% |
27 | Approval of the non-executive directors' remuneration | 781,705,142 | 98.73% | 10,027,170 | 1.27% | 791,732,312 | 81.96% | 992,342.00
| 0.10% |
Ordinary Business: Investec plc | |||||||||
28 | Receive the audited financial statements for the year ended 31 March 2020 | 790,631,617 | 99.95% | 397,104 | 0.05% | 791,028,721 | 81.88% | 1,695,933.00 | 0.18% |
29 | Sanction of the interim dividend paid on the ordinary shares | 791,353,942 | 100.00% | 34,601 | 0.00% | 791,388,543 | 81.92% | 1,336,111.00 | 0.14% |
30 | Re-appointment of Ernst & Young LLP as auditors | 678,966,671 | 85.76% | 112,711,156 | 14.24% | 791,677,827 | 81.95% | 1,046,826.00 | 0.11% |
31 | Authority for the Investec plc Audit Committee to set the remuneration of the company's auditors | 786,259,763 | 99.31% | 5,488,496 | 0.69% | 791,748,259 | 81.96% | 976,394.00 | 0.10% |
Special Business: Investec plc | |||||||||
32 | Authority to allot shares and other securities | 749,251,888 | 94.63% | 42,533,603 | 5.37% | 791,785,491 | 81.96% | 939,163.00 | 0.10% |
33 | Authority to purchase ordinary shares | 742,507,919 | 93.97% | 47,668,975 | 6.03% | 790,176,894 | 81.80% | 2,547,760.00 | 0.26% |
34 | Authority to purchase preference shares | 789,782,301 | 99.95% | 394,593 | 0.05% | 790,176,894 | 81.80% | 2,547,760.00 | 0.26% |
35 | Political donations | 649,342,177 | 82.01% | 142,444,996 | 17.99% | 791,787,173 | 81.96% | 937,481.00 | 0.10% |
The Board notes that at today's annual general meetings ("AGM") the following resolutions passed with a less than 80% majority: resolution 13 (approval of the DLC directors' remuneration report for the year ended 31 March 2020), resolution 14 (approval of the DLC directors' remuneration policy), and resolution 21 (re-appointment of KPMG Inc. as joint auditors of Investec Limited).
Commenting on the less than 80% vote received for the Group's Remuneration Report and Remuneration Policy
The Group has engaged extensively over the past few months on the implementation of its remuneration report for the financial year ended 31 March 2020, and the proposed remuneration policy for the financial year ending 31 March 2021.
The Group remains committed to its remuneration principles which include:
- Setting stretched but realistic targets prospectively;
- Disclosing all targets (Short-term Incentive and Long-term Incentive) prospectively; and
- Ensuring remuneration outcomes are reflective of business performance.
The Board and Remuneration Committee welcomes the broad shareholder support for the Remuneration Report and Remuneration Policy, but will be mindful of the proportion of votes against in the future application of the remuneration policy and when reviewing the policy itself.
Commenting on the less than 80% vote received for the re-appointment of KPMG Inc. as joint auditors of Investec Limited.
Following a comprehensive tender process, PricewaterhouseCoopers Incorporated (PwC) has been nominated as one of the new joint external auditors effective 1 April 2023. The appointment of the firm and the designated audit partner is subject to regulatory approval from the Prudential Authority of South Africa. The appointment of PwC will be recommended to the ordinary shareholders at the annual general meeting to be held in August 2022.
A formal transition process will commence from 01 April 2022 whereby the appointed firm will observe the full audit cycle performed by the incumbent joint external auditors. The appointment will be for the reporting period commencing 1 April 2023. The second rotation of the joint external auditors will take place within two years from 01 April 2023, in accordance with the Mandatory Audit Firm Rotation rules as published by the Independent Regulatory Board of Auditors.
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 48,956,410 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 966,030,917.
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 2020:
· Copies of all resolutions passed as special business at the Shareholder Meetings on 06 August 2020, pursuant to Listing Rule 9.6.2, will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
David Miller Niki van Wyk
Company Secretary Company Secretary
Investec plc Investec Limited
Johannesburg and London
Date: 06 August 2020
Sponsor: Investec Bank Limited