Result of AGM

Investec PLC

03 August 2023

 

Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06       JSE share code: INL JSE Hybrid code: INPR JSE debt code: INLV NSX share code: IVD BSE share code: INVESTEC ISIN: ZAE000081949 LEI: 213800CU7SM6O4UWOZ70

Investec plc Incorporated in England and Wales Registration number 3633621 LSE share code: INVP JSE share code: INP ISIN: GB00B17BBQ50 LEI: 2138007Z3U5GWDN3MY22

(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 Listing Rules of the Financial Conduct Authority (the "FCA") and/or the JSE Listings Requirements.

Accordingly, we advise of the following:

Results of Annual General Meetings of Investec Limited and Investec plc

(the "AGMs")

The AGMs were held on 03 August 2023.  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 14, 16 to 23 and 28 to 34 were passed as ordinary resolutions. Resolutions 24 to 27 and resolutions 36 and 37 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 Henrietta Baldock	751,893,540	99.91%	673,520	0.09%	752,567,060	75.88%	2,901,023	0.29%
2	Re-election of Zarina Bassa	699,322,780	92.91%	53,332,170	7.09%	752,654,950	75.89%	2,813,574	0.28%
3	Re-election of Philip Hourquebie	742,442,476	98.60%	10,537,734	1.40%	752,980,210	75.92%	2,488,314	0.25%
4	Re-election of Stephen Koseff	750,931,969	99.74%	1,952,511	0.26%	752,884,480	75.91%	2,583,964	0.26%
5	Re-election of Nicky Newton-King	752,495,459	99.91%	665,636	0.09%	753,161,095	75.94%	2,306,988	0.23%
6	Re-election of Jasandra Nyker	752,500,682	99.91%	660,182	0.09%	753,160,864	75.94%	2,307,219	0.23%
7	Re-election of Vanessa Olver	752,471,574	99.91%	689,962	0.09%	753,161,536	75.94%	2,306,988	0.23%
8	Re-election of Nishlan Samujh	749,182,646	99.47%	3,978,659	0.53%	753,161,305	75.94%	2,307,219	0.23%
9	Re-election of Philisiwe Sibiya	749,873,459	99.56%	3,289,171	0.44%	753,162,630	75.94%	2,305,894	0.23%
10	Re-election of Brian Stevenson	752,500,792	99.91%	660,744	0.09%	753,161,536	75.94%	2,306,988	0.23%
11	Re-election of Fani Titi	750,019,679	99.84%	1,222,234	0.16%	751,241,913	75.75%	2,307,394	0.23%
12	Approval of the DLC directors' remuneration report for the year ended 31 March 2023	723,276,182	96.59%	25,530,623	3.41%	748,806,805	75.50%	4,742,966	0.48%
13	Approval of the DLC directors' remuneration policy	687,236,313	91.55%	63,468,078	8.45%	750,704,391	75.69%	2,845,357	0.29%
14	Authority to take action in respect of the resolutions	751,200,895	99.99%	108,421	0.01%	751,309,316	75.76%	2,240,350	0.23%
Ordinary business: Investec Limited
15	Presentation of the audited financial statements for the year ended 31 March 2023	Non-voting
16	Sanction of the interim dividend paid on the ordinary shares	748,729,823	100.00%	10,487	0.00%	748,740,310	75.50%	4,809,538	0.48%
17	Sanction of the interim dividend paid on the SA DAS share	748,725,868	100.00%	13,442	0.00%	748,739,310	75.50%	4,810,538	0.49%
18	Approval of the final dividend on the ordinary shares and the SA DAS share	751,302,272	100.00%	8,995	0.00%	751,311,267	75.76%	2,238,140	0.23%
19	Re-appointment of Ernst & Young Inc. as joint auditors	730,039,964	97.51%	18,642,980	2.49%	748,682,944	75.49%	4,866,904	0.49%
20	Appointment of PwC Inc. as joint auditors	750,134,347	99.84%	1,176,969	0.16%	751,311,316	75.76%	2,238,532	0.23%
21	Appointment of Deloitte Inc. in a shadow capacity	746,355,701	99.09%	6,871,282	0.91%	753,226,983	75.95%	2,241,618	0.23%
Special business: Investec Limited
22	Authority to issue the unissued variable rate, redeemable, cumulative preference shares; the unissued non-redeemable, non-cumulative, non- participating preference shares (perpetual preference shares); the unissued non- redeemable, non-cumulative, non-participating preference shares (non-redeemable programme preference shares); and the redeemable, non-participating preference shares (redeemable programme preference shares)	741,896,867	98.50%	11,326,418	1.50%	753,223,285	75.95%	2,245,316	0.23%
23	Authority to issue the unissued special convertible redeemable preference shares	738,733,981	98.41%	11,918,261	1.59%	750,652,242	75.69%	4,816,359	0.49%
24	Authority to acquire ordinary shares	740,378,955	98.44%	11,713,299	1.56%	752,092,254	75.83%	3,376,347	0.34%
25	Authority to acquire any redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares	747,291,331	99.36%	4,802,365	0.64%	752,093,696	75.83%	3,374,905	0.34%
26	Financial assistance	745,201,823	98.94%	7,979,646	1.06%	753,181,469	75.94%	2,287,132	0.23%
27	Approval of the non-executive directors' remuneration	745,421,042	98.97%	7,757,689	1.03%	753,178,731	75.94%	2,289,870	0.23%
Ordinary Business: Investec plc
28	Receive the audited financial statements for the year ended 31 March 2023	746,553,506	99.96%	299,960	0.04%	746,853,466	75.31%	8,615,135	0.87%
29	Sanction of the interim dividend paid on the ordinary shares	750,647,169	100.00%	10,510	0.00%	750,657,679	75.69%	4,810,922	0.49%
30	Approval of the final dividend on the ordinary shares	752,124,955	99.85%	1,104,117	0.15%	753,229,072	75.95%	2,239,529	0.23%
31	Re-appointment of Ernst & Young LLP as auditors	733,230,327	97.69%	17,371,597	2.31%	750,601,924	75.68%	4,866,677	0.49%
32	Appointment of Deloitte LLP in a shadow capacity	746,406,330	99.09%	6,822,072	0.91%	753,228,402	75.95%	2,240,199	0.23%
33	Authority for the Investec plc Audit Committee to set the remuneration of the company's auditors	751,612,426	99.79%	1,586,909	0.21%	753,199,335	75.95%	2,268,326	0.23%
34	Political donations	575,768,653	76.54%	176,513,894	23.46%	752,282,547	75.85%	3,185,997	0.32%
Special Business:  Investec plc
35	Authority to allot shares and other securities	735,972,308	97.71%	17,252,697	2.29%	753,225,005	75.95%	2,243,596	0.23%
36	Authority to purchase ordinary shares	751,547,368	99.96%	298,375	0.04%	751,845,743	75.81%	3,622,858	0.37%
37	Authority to purchase preference shares	747,003,635	99.36%	4,841,803	0.64%	751,845,438	75.81%	3,623,163	0.37%

The Board notes that at today's AGMs the following resolution passed with a less than 80% majority: resolution 34 (political donations).

Commenting on the less than 80% vote received for authority to make political donations and to incur political expenditure

As set out in the notices to the AGMs, Investec plc does not give any money for political purposes in the UK nor does it make any donations to UK political organisations or incur UK political expenditure.  However, the definitions of political donations and political expenditure used in the UK Companies Act 2006 are very wide. In line with UK market practice, the authority is therefore requested only as a precautionary measure to ensure that Investec plc and any company which is or becomes a subsidiary of Investec plc does not inadvertently breach the relevant provisions of the UK Companies Act.

Other information

As at the date of the AGMs, Investec plc's issued capital consists of 696,082,618 ordinary shares of GBP0.0002 each (the "PLC Ordinary Shares"). Of these, 50,785,281 PLC Ordinary Shares are held exclusive of voting rights in Treasury at the date of this announcement and therefore the total number of voting rights in Investec plc is 645,297,337. Investec Limited's issued capital consists of 295,675,988 ordinary shares of ZAR0.0002 each (the "LTD Ordinary Shares"). Of these, 46,243,502 LTD Ordinary Shares are held in Treasury and the total number of voting rights in Investec Limited is 249,432,486 LTD Ordinary Shares.

In accordance with the dual listed companies' structure, the aggregate number of voting rights which therefore may be exercised at the AGMs was 894,729,823.

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 Chair have been included in the 'for' total.

Document regarding Resolutions passed at the Shareholder Meetings on 03 August 2023:

·      Copies of all resolutions passed as special business at the Shareholder Meetings on 03 August 2023, 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: 03 August 2023

Sponsor: Investec Bank Limited

 

END