Result of AGM

Ninety One PLC

22 July 2026

 

Ninety One plc Incorporated in England and Wales Registration number: 12245293 Date of registration: 4 October 2019 LSE share code: N91 JSE share code: N91 ISIN: GB00BJHPLV88 LEI: 549300G0TJCT3K15ZG14

Ninety One Limited Incorporated in the Republic of South Africa Registration number: 2019/526481/06 Date of registration: 18 October 2019 JSE share code: NY1 ISIN: ZAE000282356

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 "AGMs")

The AGMs were held on 22 July 2026 physically and 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 re-elect Hendrik du Toit as a director.	769,180,952	99.76%	1,861,198	0.24%	571,991	0.07%	771,042,150	77.43%
2	To re-elect Kim McFarland as a director.	770,198,421	99.89%	841,236	0.11%	574,484	0.07%	771,039,657	77.43%
3	To re-elect Gareth Penny as a director.	767,540,984	99.55%	3,497,660	0.45%	575,497	0.07%	771,038,644	77.43%
4	To re-elect Idoya Basterrechea Aranda as a director.	768,557,085	99.88%	938,129	0.12%	2,118,927	0.27%	769,495,214	77.28%
5	To re-elect Busisiwe Mabuza as a director.	764,631,059	99.37%	4,858,920	0.63%	2,124,162	0.28%	769,489,979	77.28%
6	To re-elect Victoria Cochrane as a director.	769,277,237	99.97%	218,989	0.03%	2,117,915	0.27%	769,496,226	77.28%
7	To re-elect Khumo Shuenyane as a director.	767,475,386	99.76%	1,868,364	0.24%	2,270,391	0.29%	769,343,750	77.26%
8	To elect Charles Harman as a director.	768,936,219	99.93%	539,417	0.07%	2,138,505	0.28%	769,475,636	77.28%
9	To approve the directors' remuneration report, for the year ended 31 March 2026.	755,586,767	98.12%	14,503,557	1.88%	1,523,723	0.20%	770,090,324	77.34%
10	To approve the directors' remuneration policy.	720,220,670	95.54%	33,601,425	4.46%	17,792,046	2.31%	753,822,095	75.70%
11	To approve Ninety One's climate strategy.	657,985,749	96.85%	21,418,542	3.15%	92,209,850	11.95%	679,404,291	68.23%
Ordinary business: Ninety One plc
12	To receive and adopt the audited annual financial statements of Ninety One plc for the year ended 31 March 2026, together with the reports of the directors and of the auditor of Ninety One plc.	770,232,744	99.97%	203,319	0.03%	1,178,078	0.15%	770,436,063	77.37%
13	Subject to the passing of resolution 22, to declare a final dividend on the ordinary shares for the year ended 31 March 2026.	771,020,647	100.00%	21,955	0.00%	571,539	0.07%	771,042,602	77.43%
14	To re-appoint PricewaterhouseCoopers LLP of 7 More London Riverside, London, SE1 2RT, as auditor of Ninety One plc in place of the retiring auditor to hold office until the conclusion of the Annual General Meeting of Ninety One plc to be held in 2027, with the designated audit partner being Allan McGrath.	770,453,690	99.93%	571,752	0.07%	588,699	0.08%	771,025,442	77.43%
15	To authorise the Audit and Risk Committee to set the remuneration of Ninety One plc's auditors.	765,414,290	99.27%	5,607,942	0.73%	591,909	0.08%	771,022,232	77.43%
Special business: Ninety One plc
16	Ordinary resolution: Directors' authority to allot shares and other securities.	743,260,032	96.40%	27,767,495	3.60%	586,614	0.08%	771,027,527	77.43%
17	Special resolution: Disapplication of pre-emption rights.	604,177,383	78.36%	166,840,548	21.64%	596,210	0.08%	771,017,931	77.43%
18	Special resolution: Authority to purchase own ordinary shares.	767,030,685	99.51%	3,743,104	0.49%	840,352	0.11%	770,773,789	77.41%
19	Special resolution: Authority to purchase own ordinary shares on the Johannesburg Stock Exchange.	765,523,866	99.31%	5,348,606	0.69%	741,669	0.10%	770,872,472	77.42%
20	Special resolution: Consent to short notice.	738,432,418	95.77%	32,595,213	4.23%	586,510	0.08%	771,027,631	77.43%
Ordinary business: Ninety One Limited
21	To present the audited financial statements of Ninety One Limited for the year ended 31 March 2026, together with the reports of the directors, the auditor, the chair of the Audit and Risk Committee and the chair of the Sustainability, Social and Ethics Committee to the shareholders.	Non-voting resolution
22	Subject to the passing of resolution 13, to declare a final dividend on the ordinary shares for the year ended 31 March 2026.	770,912,442	99.99%	104,982	0.01%	596,717	0.08%	771,017,424	77.43%
23	To re-appoint PricewaterhouseCoopers Inc. of 5 Silo Square, V&A Waterfront, Cape Town, 8002, South Africa, as auditor of Ninety One Limited, to hold office until the conclusion of the Annual General Meeting of Ninety One Limited to be held in 2027, with the designated audit partner being Nicolette Jacobs.	770,687,709	99.96%	322,702	0.04%	603,730	0.08%	771,010,411	77.43%
24	Election of Audit and Risk Committee members.
	i.  Victoria Cochrane	768,950,250	99.93%	516,854	0.07%	2,147,037	0.28%	769,467,104	77.28%
	ii. Khumo Shuenyane	762,808,845	99.13%	6,658,247	0.87%	2,147,049	0.28%	769,467,092	77.28%
	iii.Charles Harman	769,104,227	99.95%	362,877	0.05%	2,147,037	0.28%	769,467,104	77.28%
25	Election of Sustainability, Social and Ethics Committee members
	i.    Khumo Shuenyane	767,287,198	99.74%	2,026,625	0.26%	2,300,318	0.30%	769,313,823	77.26%
	ii.   Gareth Penny	768,914,635	99.73%	2,095,328	0.27%	604,178	0.08%	771,009,963	77.43%
	iii.  Hendrik du Toit	769,147,599	99.39%	4,749,969	0.61%	607,650	0.08%	773,897,568	77.72%
Special business: Ninety One Limited
26	Authorising the directors to issue up to 5% of the issued ordinary shares in Ninety One Limited.	753,295,584	92.77%	58,727,822	7.23%	611,885	0.08%	812,023,406	81.55%
27	General authority to issue ordinary shares for cash.	694,662,736	95.63%	31,722,456	4.37%	608,185	0.08%	726,385,192	72.95%
28	Authority to acquire ordinary shares of Ninety One Limited.	766,856,151	99.50%	3,855,671	0.50%	866,563	0.11%	770,711,822	77.40%
29	Special resolution 1 - Financial Assistance.	767,262,170	99.50%	3,823,529	0.50%	601,505	0.08%	771,085,699	77.44%
30	Special resolution 2 - Non-executive directors' remuneration.	770,445,686	99.97%	225,070	0.03%	686,104	0.09%	770,670,756	77.40%

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.

The Board notes that special resolution 17 passed with the required majority, there were a significant number of votes cast against it (21.64%). The Board will continue its ongoing dialogue with Shareholders and consult as appropriate to fully understand any concerns in relation to this resolution. In accordance with provision 4 of the 2024 UK Corporate Governance Code, the Board shall provide an update on these engagements within six months of the AGM.

Other information

As at the date of the AGM, Ninety One plc's issued capital consists of 662,783,436 ordinary shares of GBP0.0001 each and Ninety One Limited's issued capital consists of 332,961,027 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 995,744,463.

Resolutions 17, 18, 19, 20, 29 and 30 were passed as special resolutions. Copies of resolutions 16, 17,18 19 and 20 will be filed with Companies House in the United Kingdom.

In accordance with UK Listing Rule 6.4.2R, 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.

22 July 2026

JSE Sponsor:

J.P. Morgan Equities South Africa (Pty) Limited

[phone]

 

END