RNS Number : 4643I
Investec PLC
08 August 2019
 

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:

 

ยท      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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