Last checked at 3 Sep 2020 16:00
Ninety One plcIncorporated in England and Wales Registration number 12245293 Date of registration: 4 October 2019LSE share code: N91 JSE share code: N91 ISIN: GB00BJHPLV88
| Ninety One Limited Incorporated in the Republic of South Africa Registration number 2019/526481/06 Date of registration: 18 October 2019JSE share code: NY1 ISIN: ZAE000282356
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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 "AGM")
The Annual General Meetings were held on 3 September 2020 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:
Resolution | Votes For | % | Votes Against | % | Votes Withheld | % | Total Votes Cast | Total Votes Cast as a % of the Ordinary Shares in Issue | |
Common Business: Ninety One plc and Ninety One Limited | |||||||||
1 | To elect Gareth Penny as a director. | 733,562,513 | 99.64 | 2,647,709 | 0.36 | 790,123 | 0.11 | 736,210,222 | 79.79 |
2 | To elect Colin Keogh as a director. | 735,704,831 | 99.85 | 1,107,971 | 0.15 | 187,521 | 0.03 | 736,812,802 | 79.85 |
3 | To elect Idoya Basterrechea Aranda as a director. | 735,369,546 | 99.80 | 1,442,919 | 0.20 | 187,881 | 0.03 | 736,812,465 | 79.85 |
4 | To elect Victoria Cochrane as a director. | 735,375,070 | 99.80 | 1,437,732 | 0.20 | 187,521 | 0.03 | 736,812,802 | 79.85 |
5 | To elect Busisiwe Mabuza as a director. | 734,335,235 | 99.87 | 964,404 | 0.13 | 1,700,707 | 0.23 | 735,299,639 | 79.69 |
6 | To elect Fani Titi as a director. | 734,332,721 | 99.66 | 2,479,251 | 0.34 | 188,374 | 0.03 | 736,811,972 | 79.85 |
7 | To elect Hendrik du Toit as a director. | 726,304,137 | 98.57 | 10,508,577 | 1.43 | 187,631 | 0.03 | 736,812,714 | 79.85 |
8 | To elect Kim McFarland as a director. | 734,250,746 | 99.65 | 2,562,199 | 0.35 | 187,014 | 0.03 | 736,812,945 | 79.85 |
9 | To approve the directors' remuneration report, for the year ended 31 March 2020. | 686,191,727 | 94.07 | 43,238,714 | 5.93 | 7,569,830 | 1.03 | 729,430,441 | 79.05 |
10 | To approve the directors' remuneration policy. | 674,435,968 | 91.57 | 62,098,050 | 8.43 | 466,327 | 0.06 | 736,534,018 | 79.82 |
11 | To authorise any director or the company secretaries of Ninety One plc and Ninety One 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. | 736,503,405 | 99.97 | 251,562 | 0.03 | 245,379 | 0.03 | 736,754,967 | 79.85 |
12 | To approve the Ninety One plc Executive Incentive Plan. | 686,775,168 | 93.24 | 49,766,466 | 6.76 | 458,157 | 0.06 | 736,541,634 | 79.82 |
Ordinary business: Ninety One plc | |||||||||
13 | To receive and adopt the audited annual financial statements of Ninety One plc for the year ended 31 March 2020, together with the reports of the directors of Ninety One plc and of the auditors of Ninety One plc. | 734,332,466 | 99.98 | 142,609 | 0.02 | 2,525,270 | 0.34 | 734,475,075 | 79.60 |
14 | To appoint KPMG LLP of 15 Canada Square, Canary Wharf, London, E14 5GL, as auditors of Ninety One plc to hold office until the conclusion of the next AGM to be held in 2021. | 723,598,994 | 98.20 | 13,250,659 | 1.80 | 150,693 | 0.02 | 736,849,653 | 79.86 |
15 | To authorise the Audit and Risk Committee to set the remuneration of the Company's auditor. | 736,492,085 | 99.95 | 348,451 | 0.05 | 159,810 | 0.02 | 736,840,536 | 79.86 |
Special business: Ninety One plc | |||||||||
16 | Ordinary resolution: Directors' authority to allot shares and other securities. | 678,207,188 | 92.04 | 58,639,850 | 7.96 | 153,308 | 0.02 | 736,847,038 | 79.86 |
17 | Special resolution: Authority to purchase own ordinary shares. | 733,848,027 | 99.63 | 2,722,811 | 0.37 | 429,507 | 0.06 | 736,570,838 | 79.83 |
18 | Special Resolution: Consent to short notice. | 702,205,678 | 95.31 | 34,515,610 | 4.69 | 279,058 | 0.04 | 736,721,288 | 79.84 |
Ordinary business: Ninety One Limited | |||||||||
19 | To present the audited financial statements of Ninety One Limited for the year ended 31 March 2020, together with the reports of the directors, the auditors, the chair of the Audit and Risk Committee and the chair of the Sustainability, Social and Ethics Committee to the shareholders. | Non-voting resolution | |||||||
20 | To appoint KPMG Inc. of 85 Empire Road, Parktown, 2193, South Africa, upon the recommendation of the current Audit and Risk Committee, as auditor of Ninety One Limited, to hold office until the conclusion of the AGM of Ninety One Limited to be held in 2021. | 723,368,488 | 98.17 | 13,479,148 | 1.83 | 150,756 | 0.02 | 736,847,636 | 79.86 |
21 | Election of Audit and Risk Committee members. |
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i. Victoria Cochrane
| 733,811,637 | 99.59 | 3,009,949 | 0.41 | 176,806 | 0.02 | 736,821,586 | 79.85 | |
ii. Idoya Basterrechea Aranda
| 725,632,955 | 98.48 | 11,187,626 | 1.52 | 177,811 | 0.02 | 736,820,581 | 79.85 | |
iii.Colin Keogh
| 720,791,917 | 97.82 | 16,029,592 | 2.18 | 176,883 | 0.02 | 736,821,509 | 79.85 | |
Special business: Ninety One Limited | |||||||||
22 | Authorising the directors to issue up to (i) 5% of the issued ordinary shares; and (ii) 5% plus 154,067 of the issued special converting shares. | 680,482,386 | 92.66 | 53,941,470 | 7.34 | 2,574,536 | 0.35 | 734,423,856 | 79.59 |
23 | General authority to issue ordinary shares for cash. | 680,626,614 | 92.67 | 53,796,495 | 7.33 | 2,575,283 | 0.35 | 734,423,109 | 79.59 |
24 | Special resolution 1 - Authority to acquire ordinary shares of Ninety One Limited subject to restriction under South African law. | 725,645,508 | 98.84 | 8,492,402 | 1.16 | 2,860,481 | 0.39 | 734,137,910 | 79.56 |
25 | Special resolution 2 - Financial Assistance. | 727,807,929 | 98.78 | 9,025,445 | 1.22 | 165,017 | 0.02 | 736,833,374 | 79.86 |
26 | Special resolution 3 - Non-executive directors' remuneration. | 736,379,730 | 99.94 | 430,349 | 0.06 | 998,313 | 0.14 | 736,810,079 | 79.85 |
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, 24, 25 and 26 were passed as special resolutions. Copies of resolutions 16, 17 and 18 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
3 September 2020
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J.P. Morgan Equities South Africa Proprietary Limited
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