8th Aug 2013 16:30
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 |
(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 and Transparency Rules and the Listing Rules of the United Kingdom Listing Authority (the "UKLA") and/or the JSE Listing Requirements.
Accordingly we advise of the following:
Annual General Meetings and General Meetings of Investec Limited and Investec plc
(the "Shareholder Meetings")
The Shareholder Meetings were held on 08 August 2013. 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 with the exception of resolution 31 at the Annual General Meetings. The voting results of the Joint Electorate Actions are identical and are given below.
Annual General Meetings
Votes For | Votes Against | Votes Abstain | Result | |||||
RESULT | ||||||||
RESOLUTION | ||||||||
Common Business: Investec plc and Investec Limited | ||||||||
1 | 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 the Memorandum of Incorporation of Investec Limited. | 547,052,957 | 95,754,467 | 2,121,182 | Carried | |||
2 | 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 the Memorandum of Incorporation of Investec Limited. | 629,465,862 | 15,145,213 | 317,531 | Carried | |||
3 | To re-elect Cheryl Ann Carolus as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 631,799,086 | 12,013,784 | 1,115,735 | Carried | |||
4 | To re-elect Peregrine Kenneth Oughton Crosthwaite as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 633,379,764 | 11,230,365 | 318,477 | Carried | |||
5 | To re-elect Olivia Catherine Dickson as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 629,622,292 | 10,934,041 | 318,037 | Carried | |||
6 | To re-elect Hendrik Jacobus du Toit as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 603,837,636 | 40,772,574 | 318,396 | Carried | |||
7 | To re-elect Bradley Fried as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 507,155,718 | 136,069,355 | 1,703,532 | Carried | |||
8 | To re-elect Haruko Fukuda, OBE as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 617,907,727 | 26,529,211 | 491,668 | Carried | |||
9 | To re-elect Bernard Kantor as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 629,474,558 | 15,136,343 | 317,705 | Carried | |||
10 | 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 the Memorandum of Incorporation of Investec Limited. | 508,759,777 | 130,586,554 | 5,582,275 | Carried | |||
11 | To re-elect Stephen Koseff as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 630,035,714 | 14,574,496 | 318,396 | Carried | |||
12 | To re-elect Mangalani Peter Malungani as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 580,952,578 | 63,657,080 | 318,948 | Carried | |||
13 | To re-elect Sir David Prosser as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 629,960,767 | 14,648,343 | 319,096 | Carried | |||
14 | 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 the Memorandum of Incorporation of Investec Limited. | 490,411,217 | 112,291,341 | 42,226,048 | Carried | |||
15 | 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 the Memorandum of Incorporation of Investec Limited. | 623,366,275 | 20,272,170 | 1,290,161 | Carried | |||
16 | To elect David Friedland as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 516,297,887 | 126,785,259 | 1,845,460 | Carried | |||
17 | To approve the Dual Listed Companies ("DLC") remuneration report for the year ended 31 March 2013. | 531,301,504 | 106,669,315 | 6,957,342 | Carried | |||
18 | To present the DLC report by the chairman of the audit committee for the year ended 31 March 2013. | 18,533,724 | 0 | 110,591 | Carried | |||
19 | To present the DLC report by the chairman of the social and ethics committee for the year ended 31 March 2013. | 18,533,724 | 0 | 110,591 | Carried | |||
20 | Authority to take action in respect of the resolutions | 630,803,796 | 10,259,452 | 3,864,559 | Carried | |||
21 | To present the audited financial statements of Investec Limited for the year ended 31 March 2013, together with the reports of the directors and the auditors | 18,533,724 | 0 | 110,591 | Carried | |||
22 | 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 2012. | 634,024,201 | 10,591,851 | 312,555 | Carried | |||
23 | 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 2012. | 634,023,022 | 10,591,886 | 313,699 | Carried | |||
24 | Subject to the passing of resolution no. 44 to declare a final dividend on the ordinary shares and the SA DAS share in Investec Limited for the year ended 31 March 2013. | 634,023,115 | 10,592,001 | 313,491 | Carried | |||
25 | To re-appoint Ernst & Young Inc. of Ernst & Young House, Wanderers Office Park, 52 Corlett Drive, Illovo, 2196 South Africa (Private Bag X14, Northlands, 2116 South Africa) upon the recommendation of the current audit committee, as joint auditors of Investec Limited to hold office until the conclusion of the annual general meeting of Investec Limited to be held in 2014. | 629,630,018 | 14,774,661 | 523,927 | Carried | |||
26 | To re-appoint KPMG Inc. of 85 Empire Road, Parktown, 2193 South Africa (Private Bag 9, Parkview, 2122 South Africa), upon recommendation of the current audit committee, as joint auditors of Investec Limited to hold office until the conclusion of the annual general meeting of Investec Limited to be held in 2014. | 629,531,969 | 14,301,521 | 1,095,116 | Carried | |||
27 | Authorising the directors to issue up to 5% of the unissued ordinary shares. | 466,490,937 | 178,124,008 | 313,359 | Carried | |||
28 | Authorising the directors to issue the unissued variable rate, cumulative, redeemable preference shares. | 607,328,779 | 37,286,536 | 313,292 | Carried | |||
29 | Authorising the directors to issue the unissued, non-redeemable, non-cumulative, non-participating preference shares | 606,799,643 | 37,815,011 | 313,953 | Carried | |||
30 | Authorising the directors to issue the unissued special convertible redeemable preference share | 534,487,146 | 110,127,359 | 314,102 | Carried | |||
31 | Directors' authority to allot and issue ordinary shares for cash in respect of 5% of the unissued ordinary shares. | 470,752,224 | 173,863,797 | 312,586 | Not Carried | |||
32 | Directors' authority to acquire ordinary shares | 600,296,856 | 43,632,879 | 998,871 | Carried | |||
33 | Financial Assistance. | 630,081,125 | 14,246,512 | 600,970 | Carried | |||
34 | Directors' remuneration. | 537,905,353 | 105,894,492 | 770,979 | Carried | |||
35 | Amendment to Memorandum of Incorporation by insertion of a new unnumbered clause in clause 2 | 630,898,050 | 11,144,739 | 2,885,818 | Carried | |||
36 | Deletion of clause 3.2 of Memorandum of Incorporation. | 626,511,290 | 18,024,720 | 392,597 | Carried | |||
37 | Amendment to clauses 34.2, 153.1(g) and 155.2(j) of the Memorandum of Incorporation | 633,805,778 | 10,530,169 | 592,660 | Carried | |||
38 | Increase in authorised share capital | 619,757,347 | 24,541,761 | 629,498 | Carried | |||
39 | Amendment to Annexure A of the Memorandum of Incorporation | 632,171,877 | 12,165,359 | 591,370 | Carried | |||
40 | Amendment to the Memorandum of Incorporation by insertion of a new Annexure B | 443,274,999 | 15,494,551 | 186,159,057 | Carried | |||
41 | Directors' authority to allot and issue the new non-redeemable, non-cumulative, non-participating preference shares | 604,817,152 | 39,752,088 | 359,366 | Carried | |||
42 | To receive and adopt the audited financial statements of Investec plc for the year ended 31 March 2013, together with the reports of the directors and of the auditors. | 634,122,178 | 10,051,304 | 754,019 | Carried | |||
43 | 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 2012. | 634,347,344 | 10,267,942 | 312,521 | Carried | |||
44 | Subject to the passing of resolution no. 24 to declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2013. | 634,635,527 | 9,979,759 | 312,521 | Carried | |||
45 | 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 2014 and to authorise the directors of Investec plc to fix their remuneration. | 633,019,957 | 11,595,156 | 312,694 | Carried | |||
46 | Directors' authority to allot shares and other securities. | 333,706,755 | 305,292,835 | 5,928,217 | Carried | |||
47 | Directors' authority to allot ordinary shares for cash. | 479,414,303 | 159,585,518 | 5,927,986 | Carried | |||
48 | Directors' authority to purchase ordinary shares. | 632,004,627 | 12,212,789 | 710,389 | Carried | |||
49 | Directors' authority to purchase preference shares. | 630,649,123 | 13,754,618 | 524,065 | Carried | |||
50 | Adoption of new Articles of Association | 634,617,944 | 9,989,212 | 320,651 | Carried | |||
51 | Political donations. | 573,934,945 | 66,917,493 | 4,074,891 | Carried |
General Meetings
Votes For | Votes Against | Votes Abstain | Result | ||||
RESULT | |||||||
RESOLUTION | |||||||
Ordinary Business: Investec plc | |||||||
To approve the rules of the Investec plc Executive Incentive Plan 2013 | 381,284,296 | 143,428,321 | 93,755,358 | Carried |
Document regarding Resolutions passed at the Shareholder Meetings on 08 August 2013:
Copies of all resolutions passed as special business at the Shareholder Meetings on 08 August 2013, pursuant to Listing Rule 9.6.2, will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.
David Miller Benita Coetsee
Company Secretary Company Secretary
Investec plc Investec Limited
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