Result of AGM 2019
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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 08 August 2019. 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 15, 17 to 23, 28 to 33 and 36 were passed as ordinary resolutions. Resolutions 24 to 27 and resolutions 34 and 35 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 |
717,607,239 |
90.36% |
76,518,374 |
9.64% |
794,125,613 |
80.60% |
1,705,504 |
0.17% |
|
2 |
Re-election of Peregrine Kenneth Oughton Crosthwaite |
748,736,583 |
94.28% |
45,388,899 |
5.72% |
794,125,482 |
80.60% |
1,705,635 |
0.17% |
|
3 |
Re-election of Hendrik Jacobus du Toit |
788,198,176 |
99.25% |
5,927,144 |
0.75% |
794,125,320 |
80.60% |
1,705,654 |
0.17% |
|
4 |
Re-election of David Friedland |
791,135,156 |
99.62% |
2,990,082 |
0.38% |
794,125,238 |
80.60% |
1,705,735 |
0.17% |
|
5 |
Re-election of Philip Alan Hourquebie |
750,945,523 |
94.59% |
42,932,729 |
5.41% |
793,878,252 |
80.57% |
1,952,881 |
0.20% |
|
6 |
Re-election of Charles Richard Jacobs |
791,430,889 |
99.66% |
2,694,609 |
0.34% |
794,125,498 |
80.60% |
1,705,635 |
0.17% |
|
7 |
Re-election of Ian Robert Kantor |
779,967,731 |
98.22% |
14,157,167 |
1.78% |
794,124,898 |
80.60% |
1,706,235 |
0.17% |
|
8 |
Re-election of Lord Malloch-Brown |
791,508,966 |
99.67% |
2,617,714 |
0.33% |
794,126,680 |
80.60% |
1,704,454 |
0.17% |
|
9 |
Re-election of Khumo Lesego Shuenyane |
791,556,106 |
99.68% |
2,571,348 |
0.32% |
794,127,454 |
80.60% |
1,703,680 |
0.17% |
|
10 |
Re-election of Fani Titi |
787,962,089 |
99.23% |
6,152,007 |
0.77% |
794,114,096 |
80.60% |
1,717,038 |
0.17% |
|
11 |
Election of Kim Mary McFarland |
788,162,942 |
99.25% |
5,965,922 |
0.75% |
794,128,864 |
80.60% |
1,702,270 |
0.17% |
|
12 |
Election of Nishlan Andre Samujh |
787,759,112 |
99.20% |
6,370,352 |
0.80% |
794,129,464 |
80.60% |
1,701,670 |
0.17% |
|
13 |
Approval of the DLC directors' remuneration report for the year ended 31 March 2019 |
645,542,952 |
81.32% |
148,331,577 |
18.68% |
793,874,529 |
80.57% |
1,956,604 |
0.20% |
|
14 |
Approval of the DLC directors' remuneration policy |
647,824,159 |
81.58% |
146,303,581 |
18.42% |
794,127,740 |
80.60% |
1,703,393 |
0.17% |
|
15 |
Authority to take action in respect of the resolutions |
794,110,217 |
99.99% |
61,493 |
0.01% |
794,171,710 |
80.60% |
1,658,463 |
0.17% |
|
Ordinary business: Investec Limited |
|||||||||
|
16 |
Presentation of the audited financial statements for the year ended 31 March 2019 |
Non-voting |
|||||||
|
17 |
Sanction of the interim dividend paid on the ordinary shares |
790,192,967 |
99.86% |
1,077,432 |
0.14% |
791,270,399 |
80.31% |
4,561,150 |
0.46% |
|
18 |
Sanction of the interim dividend paid on the SA DAS share |
790,870,978 |
99.95% |
400,139 |
0.05% |
791,271,117 |
80.31% |
4,560,457 |
0.46% |
|
19 |
Subject to the passing of Resolution 30, approval of the final dividend on the ordinary shares and the SA DAS share |
791,044,191 |
99.97% |
228,326 |
0.03% |
791,272,517 |
80.31% |
4,559,057 |
0.46% |
|
20 |
Re-appointment of Ernst & Young Inc. as joint auditors |
660,224,920 |
83.44% |
131,045,033 |
16.56% |
791,269,953 |
80.31% |
4,561,620 |
0.46% |
|
21 |
Re-appointment of KPMG Inc. as joint auditors |
632,614,016 |
79.93% |
158,812,565 |
20.07% |
791,426,581 |
80.32% |
4,555,080 |
0.46% |
|
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 |
734,050,552 |
94.40% |
43,513,545 |
5.60% |
777,564,097 |
78.92% |
4,567,037 |
0.46% |
|
23 |
Authority to issue the unissued special convertible redeemable preference shares |
729,193,745 |
93.78% |
48,369,819 |
6.22% |
777,563,564 |
78.92% |
4,567,570 |
0.46% |
|
24 |
Authority to acquire ordinary shares |
769,429,538 |
97.29% |
21,414,247 |
2.71% |
790,843,785 |
80.26% |
4,987,347 |
0.51% |
|
25 |
Authority to acquire any redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares |
784,901,030 |
99.25% |
5,943,532 |
0.75% |
790,844,562 |
80.26% |
4,986,570 |
0.51% |
|
26 |
Financial assistance |
781,655,935 |
98.79% |
9,578,290 |
1.21% |
791,234,225 |
80.30% |
4,596,908 |
0.47% |
|
27 |
Approval of the non-executive directors' remuneration |
787,928,061 |
99.67% |
2,626,595 |
0.33% |
790,554,656 |
80.24% |
5,276,478 |
0.54% |
|
Ordinary Business: Investec plc |
|||||||||
|
28 |
Receive the audited financial statements for the year ended 31 March 2019 |
791,675,549 |
99.91% |
722,476 |
0.09% |
792,398,025 |
80.42% |
3,433,549 |
0.35% |
|
29 |
Sanction of the interim dividend paid on the ordinary shares |
793,799,296 |
99.95% |
400,345 |
0.05% |
794,199,641 |
80.61% |
1,631,933 |
0.17% |
|
30 |
Subject to the passing of Resolution 19, approval of the final dividend on the ordinary shares |
793,990,391 |
99.97% |
209,225 |
0.03% |
794,199,616 |
80.61% |
1,631,958 |
0.17% |
|
31 |
Re-appointment of Ernst & Young LLP as auditors |
690,040,007 |
87.12% |
101,986,984 |
12.88% |
792,026,991 |
80.38% |
3,804,582 |
0.39% |
|
32 |
Authority for the directors to set the remuneration of the company's auditors |
790,040,363 |
99.48% |
4,112,328 |
0.52% |
794,152,691 |
80.60% |
1,678,883 |
0.17% |
|
Special Business: Investec plc |
|||||||||
|
33 |
Authority to allot Investec plc special converting shares |
747,989,303 |
94.26% |
45,555,026 |
5.74% |
793,544,329 |
80.54% |
2,296,322 |
0.23% |
|
34 |
Authority to purchase ordinary shares |
792,062,121 |
99.78% |
1,752,823 |
0.22% |
793,814,944 |
80.57% |
2,016,189 |
0.20% |
|
35 |
Authority to purchase preference shares |
769,972,571 |
97.00% |
23,842,187 |
3.00% |
793,814,758 |
80.57% |
2,016,016 |
0.20% |
|
36 |
Political donations |
644,805,835 |
81.30% |
148,273,325 |
18.70% |
793,079,160 |
80.49% |
2,751,462 |
0.28% |
In accordance with the UK Corporate Governance Code, with respect to resolutions with more than 20% of votes cast against such resolution, the group is required to explain how it will consult shareholders in order to understand the reasons behind the result.
The Boards of Directors of Investec plc and Investec Limited (the "Board") recognises that effective communication is vital and is committed to providing meaningful, transparent and timely information to stakeholders. As part of the group's stakeholder engagement philosophy and process, the Group Chairman and the Remuneration Committee Chairman actively engage with UK shareholder representative organisations and the group's largest shareholders on an annual basis. These meetings are in addition to the numerous meetings shareholders have with executive management.
The Board notes that at today's annual general meetings ("AGM") resolution 21 (the re-appointment of KPMG Inc. as joint auditors of Investec Limited) passed with just below an 80% majority.
The Audit Committee identified audit quality as a Key Audit Matter as defined by auditing standards and accordingly spent considerable time gaining assurance in this regard and included specific additional procedures to satisfy itself regarding audit quality, audit firm transparency processes, auditor independence and objectivity and auditor rotation planning, where Investec Limited is and intends to remain compliant with the mandated requirements around Mandatory Audit Firm Rotation ("MAFR"). Regarding KPMG Inc., a number of specific additional processes both at a local and international level were implemented to ensure and confirm audit quality. These matters have been explained in detail in the group's 2019 Audit Committee Report, contained in the 2019 integrated annual report.
These matters have been discussed at length with the group's largest shareholders. The Board will continue to engage with shareholders and consider shareholder feedback in developing and refining its policies and practices. In accordance with the UK Corporate Governance Code an update will be provided within six months of the AGM in respect of the resolutions which were passed with majorities of less than 80%.
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 29,693,939 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 985,293,388.
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 08 August 2019:
· Copies of all resolutions passed as special business at the Shareholder Meetings on 08 August 2019, pursuant to Listing Rule 9.6.2, will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk
David Miller Niki van Wyk
Company Secretary Company Secretary
Investec plc Investec Limited
Johannesburg and London
Date: 08 August 2019
Sponsor: Investec Bank Limited
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