12th Aug 2010 15:30
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Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06 JSE share code: INL ISIN: ZAE000081949 |
Investec plc Incorporated in England and Wales Registration number 3633621 JSE share code: INP ISIN: GB00B17BBQ50 |
Annual General Meetings of Investec Limited and Investec plc ("AGM")
The Annual General Meetings of Investec plc and Investec Limited were both held on 12 August 2010. The final proxy positions for each company are detailed in the Appendix A. 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. The voting results of the Joint Electorate Actions are identical and are given below.
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Votes For |
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Votes Against |
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Votes Abstain |
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Result |
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RESOLUTION
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RESULT |
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Common Business: Investec plc and Investec Limited |
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To re-elect Samuel Ellis Abrahams as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
429,436,559 |
|
67,147,506 |
|
27,745,079 |
|
Carried |
|
To re-elect George Francis Onslow Alford as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
518,215,105 |
|
443,727 |
|
5,670,314 |
|
Carried |
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To re-elect Glynn Robert Burger as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
519,805,544 |
|
4,366,961 |
|
156,641 |
|
Carried |
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To re-elect Hugh Sidney Herman as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
510,415,392 |
|
10,097,266 |
|
3,816,487 |
|
Carried |
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To re-elect Ian Robert Kantor as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
505,427,546 |
|
9,167,921 |
|
9,733,678 |
|
Carried |
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To re-elect Peter Richard Suter Thomas as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
411,173,256 |
|
67,059,944 |
|
46,095,944 |
|
Carried |
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To re-elect Alan Tapnack as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
519,807,524 |
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4,364,381 |
|
157,241 |
|
Carried |
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To re-elect Fani Titi as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited |
506,616,620 |
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16,716,747 |
|
995,778 |
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Carried |
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To re-elect Bradley Fried, whose appointment as a director terminates at the end of the Annual General Meetings of Investec plc and Investec Limited convened for 12 August 2010, as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited. |
509,838,112 |
|
7,980,982 |
|
6,509,451 |
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Carried |
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To re-elect Peregrine Kenneth Oughton Crosthwaite, whose appointment as a director terminates at the end of the Annual General Meetings of Investec plc and Investec Limited convened for 12 August 2010, as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and Investec Limited. |
518,213,954 |
|
444,278 |
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5,670,914 |
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Carried |
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Directors' authority to take action in respect of the resolutions |
524,165,141 |
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2,864 |
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161,141 |
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Carried |
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To approve the Dual Listed Companies (DLC) Remuneration report for the year ended 31 March 2010. |
509,560,091 |
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9,664,817 |
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5,104,237 |
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Carried |
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To approve the Dual Listed companies (DLC) Audit Committee report for the year ended 31 March 2010. |
516,379,137 |
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178,538 |
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7,771,470 |
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Carried |
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Ordinary Business: Investec Limited |
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To receive and adopt the audited financial statements of Investec Limited for the year ended 31 March 2010, together with the reports of the directors of Investec Limited and of the auditors of Investec Limited |
523,301,066 |
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548,862 |
|
478,568 |
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Carried |
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To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the 6 (six) month period ended 30 September 2009 |
514,019,433 |
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14 |
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10,309,399 |
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Carried |
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To sanction the interim dividend paid by Investec Limited on the dividend access (South African Resident) redeemable preference share ("SA DAS share") for the 6 (six) month period ended 30 September 2009 |
514,018,432 |
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1,015 |
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10,309,399 |
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Carried |
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To declare a final dividend on the ordinary shares and the dividend access (South African Resident) redeemable preference share ("SA DAS share") in Investec Limited for the year ended 31 March 2010 of an amount equal to that recommended by the directors of Investec Limited |
524,177,163 |
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1,015 |
|
150,668 |
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Carried |
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To re-appoint Ernst & Young Inc. and to authorise the directors of Investec Limited to fix their remuneration |
521,420,974 |
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915,887 |
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1,991,984 |
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Carried |
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To re-appoint KPMG Inc. and to authorise the directors of Investec Limited to fix their remuneration |
523,601,777 |
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575,801 |
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151,268 |
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Carried |
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Special Business: Investec Limited |
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Ordinary Resolutions |
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Placing 5% of the unissued ordinary shares under the control of the directors |
413,868,336 |
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110,175,398 |
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285,112 |
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Carried |
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Placing 5% of the unissued class "A" variable rate compulsorily convertible non-cumulative preference shares under the control of the directors |
499,376,003 |
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24,470,145 |
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482,698 |
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Carried |
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Placing the remaining unissued shares, being the variable rate cumulative redeemable preference shares, the non-redeemable, non-cumulative, non-participating preference shares and the special convertible redeemable preference shares under the control of the directors |
493,747,013 |
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30,096,490 |
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485,343 |
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Carried |
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Ordinary Resolutions with a 75% majority |
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Directors' authority to allot and issue ordinary shares for cash in respect of 5% of the unissued ordinary shares |
414,461,493 |
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109,583,489 |
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283,864 |
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Carried |
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Directors' authority to allot and issue class "A" variable rate compulsorily convertible non-cumulative preference shares for cash in respect of 5% of the unissued class "A" variable rate compulsorily convertible non-cumulative preference shares |
499,856,562 |
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23,988,939 |
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483,345 |
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Carried |
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Special Resolutions |
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Directors' authority to acquire ordinary shares and perpetual preference shares |
511,686,184 |
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6,343,452 |
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6,299,209 |
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Carried |
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Amendment to Articles of Association: Closure of Register |
524,150,406 |
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5,164 |
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173,276 |
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Carried |
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Amendment to Articles of Association: Lack of Quorum |
524,149,806 |
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5,764 |
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173,276 |
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Carried |
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Amendment to Articles of Association: Chairman's casting vote |
524,149,806 |
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5,764 |
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173,276 |
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Carried |
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Ordinary Resolutions |
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Amendments to the rules of The Investec Limited Security Purchase and Option Scheme Trust Deed |
520,350,880 |
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2,598,111 |
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1,379,854 |
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Carried |
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Amendments to the rules of The Investec Limited Security Purchase and Option Scheme 2002 Trust Deed |
520,350,880 |
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2,598,111 |
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1,379,854 |
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Carried |
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Investec plc |
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Ordinary Business: Investec plc |
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To receive and adopt the audited financial statements of Investec plc for the year ended 31 March 2010, together with the reports of the directors of Investec plc and of the auditors of Investec plc |
514,589,918 |
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367,656 |
|
9,371,572 |
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Carried |
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To sanction the interim dividend paid by Investec plc on the ordinary shares in Investec plc for the 6 (six) month period ended 30 September 2009 |
453,139,525 |
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58,015,404 |
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13,174,217 |
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Carried |
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To declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2010 of an amount equal to that recommended by the directors of Investec plc |
515,000,644 |
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36,273 |
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9,292,229 |
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Carried |
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To re-appoint Ernst & Young LLP of 1 More London Place, London, SE1 2AF, as auditors of Investec plc to hold office until the conclusion of the Annual General Meeting of Investec plc to be held in 2011 and to authorise the directors of Investec plc to fix their remuneration |
512,560,508 |
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635,092 |
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11,133,545 |
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Carried |
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Special Business: Investec plc |
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Special Resolution |
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Adoption of amended Articles of Association |
514,012,892 |
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1,009,987 |
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9,306,267 |
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Carried |
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Ordinary Resolution |
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Directors' authority to allot shares and other securities |
323,123,460 |
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168,268,195 |
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32,937,491 |
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Carried |
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Special Resolutions |
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Directors' authority to allot ordinary shares for cash |
402,913,216 |
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111,969,770 |
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9,445,810 |
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Carried |
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Directors' authority to purchase ordinary shares |
514,658,491 |
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377,956 |
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9,292,349 |
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Carried |
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Directors' authority to purchase preference shares |
514,460,986 |
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574,486 |
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9,293,324 |
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Carried |
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Ordinary Resolution |
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Political Donations |
511,836,262 |
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3,063,594 |
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9,429,290 |
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Carried |
Document regarding Resolutions passed at the AGM on 12 August 2010:
Two copies of all resolutions passed as special business at the AGM on 12 August 2010 have, pursuant to Listing Rule 9.6.2, been submitted to the FSA and will shortly be made available via the FSA's document viewing facility, situated at the Document Disclosure Team, UK Listing Authority, Financial Services Authority, 25 North Colonnade, Canary Wharf, London E14 5HS.
David Miller Benita Coetsee
Company Secretary Company Secretary
Investec plc Investec Limited
APPENDIX A
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INVESTEC PLC |
INVESTEC LIMITED |
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FOR |
AGAINST |
Abstain |
FOR |
AGAINST |
Abstain |
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RES:001 |
251,343,333 |
52,058,122 |
22,225,422 |
178,093,226 |
15,089,384 |
5,519,657 |
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RES:002 |
325,032,495 |
443,727 |
150,657 |
193,182,610 |
- |
5,519,657 |
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RES:003 |
323,010,753 |
2,465,469 |
150,657 |
196,794,791 |
1,901,492 |
5,984 |
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RES:004 |
315,334,585 |
6,481,790 |
3,810,503 |
195,080,807 |
3,615,476 |
5,984 |
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RES:005 |
315,406,401 |
6,006,456 |
4,214,021 |
190,021,145 |
3,161,465 |
5,519,657 |
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RES:006 |
233,082,610 |
51,967,980 |
40,576,287 |
178,090,646 |
15,091,964 |
5,519,657 |
|
RES:007 |
323,010,153 |
2,465,469 |
151,257 |
196,797,371 |
1,898,912 |
5,984 |
|
RES:008 |
314,309,031 |
10,328,053 |
989,794 |
192,307,589 |
6,388,694 |
5,984 |
|
RES:009 |
318,554,414 |
6,082,070 |
989,794 |
191,283,698 |
1,898,912 |
5,519,657 |
|
RES:010 |
325,031,344 |
444,278 |
151,257 |
193,182,610 |
- |
5,519,657 |
|
RES:011 |
325,468,858 |
2,864 |
155,157 |
198,696,283 |
- |
5,984 |
|
RES:012 |
316,385,254 |
4,151,144 |
5,090,480 |
193,174,837 |
5,513,673 |
13,757 |
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RES:013 |
323,204,027 |
178,538 |
2,244,313 |
193,175,110 |
- |
5,527,157 |
|
RES:014 |
325,070,313 |
331,289 |
224,627 |
198,230,753 |
217,573 |
253,941 |
|
RES:015 |
317,227,511 |
14 |
8,399,054 |
196,791,922 |
- |
1,910,345 |
|
RES:016 |
317,226,510 |
1,015 |
8,399,054 |
196,791,922 |
- |
1,910,345 |
|
RES:017 |
325,480,880 |
1,015 |
144,684 |
198,696,283 |
- |
5,984 |
|
RES:018 |
323,042,259 |
598,319 |
1,986,000 |
198,378,715 |
317,568 |
5,984 |
|
RES:019 |
325,223,062 |
258,233 |
145,284 |
198,378,715 |
317,568 |
5,984 |
|
RES:020 |
257,468,292 |
68,008,820 |
149,467 |
156,400,044 |
42,166,578 |
135,645 |
|
RES:021 |
307,742,257 |
17,537,269 |
347,053 |
191,633,746 |
6,932,876 |
135,645 |
|
RES:022 |
307,648,940 |
17,627,941 |
349,698 |
186,098,073 |
12,468,549 |
135,645 |
|
RES:023 |
258,061,449 |
67,416,911 |
148,219 |
156,400,044 |
42,166,578 |
135,645 |
|
RES:024 |
308,222,816 |
17,056,063 |
347,700 |
191,633,746 |
6,932,876 |
135,645 |
|
RES:025 |
313,960,609 |
5,372,864 |
6,293,105 |
197,725,575 |
970,588 |
6,104 |
|
RES:026 |
325,461,743 |
5,164 |
159,672 |
198,688,663 |
- |
13,604 |
|
RES:027 |
325,461,143 |
5,764 |
159,672 |
198,688,663 |
- |
13,604 |
|
RES:028 |
325,461,143 |
5,764 |
159,672 |
198,688,663 |
- |
13,604 |
|
RES:029 |
321,791,758 |
2,598,111 |
1,236,709 |
198,559,122 |
- |
143,145 |
|
RES:030 |
321,791,758 |
2,598,111 |
1,236,709 |
198,559,122 |
- |
143,145 |
|
RES:031 |
325,071,469 |
331,383 |
224,027 |
189,518,449 |
36,273 |
9,147,545 |
|
RES:032 |
265,517,937 |
57,979,131 |
2,129,811 |
187,621,588 |
36,273 |
11,044,406 |
|
RES:033 |
325,482,195 |
- |
144,684 |
189,518,449 |
36,273 |
9,147,545 |
|
RES:034 |
323,042,059 |
598,819 |
1,986,000 |
189,518,449 |
36,273 |
9,147,545 |
|
RES:035 |
325,176,411 |
291,746 |
158,722 |
188,836,481 |
718,241 |
9,147,545 |
|
RES:036 |
203,895,391 |
113,885,299 |
7,846,189 |
119,228,069 |
54,382,896 |
25,091,302 |
|
RES:037 |
255,578,788 |
69,879,257 |
168,484 |
147,334,428 |
42,090,513 |
9,277,326 |
|
RES:038 |
325,140,435 |
341,410 |
144,684 |
189,518,056 |
36,546 |
9,147,665 |
|
RES:039 |
324,942,930 |
537,940 |
145,659 |
189,518,056 |
36,546 |
9,147,665 |
|
RES:040 |
324,060,433 |
1,414,362 |
152,084 |
187,775,829 |
1,649,232 |
9,277,206 |
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Investec