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Investec Limited
Incorporated in the Republic of South
Africa
Registration number
1925/002833/06
JSE share code: INL
JSE Hybrid code: INPR
JSE debt code: INLV
NSX share code: IVD
BSE share code: INVESTEC
ISIN: ZAE000081949
LEI: 213800CU7SM6O4UWOZ70
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Investec plc
Incorporated in England and
Wales
Registration number
3633621
LSE share code: INVP
JSE share code: INP
ISIN: GB00B17BBQ50
LEI: 2138007Z3U5GWDN3MY22
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(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
Listing Rules of the Financial Conduct Authority (the "FCA") and/or
the JSE Listings Requirements.
Accordingly, we advise of the
following:
Results of Annual General Meetings of
Investec Limited and Investec plc
(the "AGMs") and Auditor
changes
The AGMs were held on 08 August 2024. 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 13, 15 to 21 and 26 to 31 were passed as ordinary
resolutions. Resolutions 22 to 25 and resolutions 32 and 33 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 Henrietta
Baldock
|
735,844,844
|
99.68%
|
2,343,770
|
0.32%
|
738,188,614
|
78.51%
|
341,095
|
0.04%
|
|
2
|
Re-election of Philip
Hourquebie
|
716,809,524
|
97.22%
|
20,533,026
|
2.78%
|
737,342,550
|
78.42%
|
1,187,159
|
0.13%
|
|
3
|
Re-election of Stephen
Koseff
|
733,455,100
|
99.35%
|
4,830,334
|
0.65%
|
738,285,434
|
78.52%
|
244,375
|
0.03%
|
|
4
|
Re-election of Nicky
Newton-King
|
735,856,005
|
99.68%
|
2,333,025
|
0.32%
|
738,189,030
|
78.51%
|
340,679
|
0.04%
|
|
5
|
Re-election of Jasandra
Nyker
|
738,101,872
|
99.99%
|
86,940
|
0.01%
|
738,188,812
|
78.51%
|
340,897
|
0.04%
|
|
6
|
Re-election of Vanessa
Olver
|
736,063,456
|
99.71%
|
2,125,158
|
0.29%
|
738,188,614
|
78.51%
|
341,095
|
0.04%
|
|
7
|
Re-election of Nishlan
Samujh
|
734,921,432
|
99.56%
|
3,267,097
|
0.44%
|
738,188,529
|
78.51%
|
341,180
|
0.04%
|
|
8
|
Re-election of Brian
Stevenson
|
736,062,321
|
99.71%
|
2,126,056
|
0.29%
|
738,188,377
|
78.51%
|
341,332
|
0.04%
|
|
9
|
Re-election of Fani Titi
|
737,747,562
|
99.94%
|
439,887
|
0.06%
|
738,187,449
|
78.51%
|
342,260
|
0.04%
|
|
10
|
Election of Diane Radley
|
694,765,383
|
94.12%
|
43,422,059
|
5.88%
|
738,187,442
|
78.51%
|
342,367
|
0.04%
|
|
11
|
Approval of the DLC directors'
remuneration report for the year ended 31 March 2024
|
707,032,202
|
95.78%
|
31,152,566
|
4.22%
|
738,184,768
|
78.51%
|
344,636
|
0.04%
|
|
12
|
Approval of the DLC directors'
remuneration policy
|
667,135,627
|
90.38%
|
71,043,626
|
9.62%
|
738,179,253
|
78.51%
|
350,556
|
0.04%
|
|
13
|
Authority to take action in respect
of the resolutions
|
738,167,067
|
100.00%
|
15,679
|
0.00%
|
738,182,746
|
78.51%
|
346,963
|
0.04%
|
|
Ordinary business: Investec
Limited
|
|
14
|
Presentation of the audited financial
statements for the year ended 31 March 2024
|
Non-voting
|
|
15
|
Sanction of the interim dividend paid
on the ordinary shares
|
738,186,497
|
100.00%
|
326
|
0.00%
|
738,186,823
|
78.51%
|
342,886
|
0.04%
|
|
16
|
Sanction of the interim dividend paid
on the SA DAS share
|
738,186,180
|
100.00%
|
338
|
0.00%
|
738,186,518
|
78.51%
|
342,886
|
0.04%
|
|
17
|
Approval of the final dividend on the
ordinary shares and the SA DAS share
|
738,187,401
|
100.00%
|
301
|
0.00%
|
738,187,702
|
78.51%
|
342,007
|
0.04%
|
|
18
|
Appointment of PricewaterhouseCoopers
Inc. as joint auditors
|
737,917,230
|
99.96%
|
269,084
|
0.04%
|
738,186,314
|
78.51%
|
343,395
|
0.04%
|
|
19
|
Appointment of Deloitte& Touche
as joint auditors
|
729,703,170
|
98.85%
|
8,483,098
|
1.15%
|
738,186,268
|
78.51%
|
343,441
|
0.04%
|
|
Special business: Investec
Limited
|
|
20
|
Authority to issue the unissued
variable rate, redeemable, cumulative preference shares; the
unissued non-redeemable, non-cumulative, non- participating
preference shares (perpetual preference shares); the unissued non-
redeemable, non-cumulative, non-participating preference shares
(non-redeemable programme preference shares); and the redeemable,
non-participating preference shares (redeemable programme
preference shares)
|
733,369,464
|
99.35%
|
4,816,556
|
0.65%
|
738,186,020
|
78.51%
|
343,689
|
0.04%
|
|
21
|
Authority to issue the unissued
special convertible redeemable preference shares
|
732,506,020
|
99.23%
|
5,674,107
|
0.77%
|
738,180,127
|
78.51%
|
349,572
|
0.04%
|
|
22
|
Authority to acquire ordinary
shares
|
719,415,200
|
97.54%
|
18,125,845
|
2.46%
|
737,541,045
|
78.44%
|
988,664
|
0.11%
|
|
23
|
Authority to acquire any redeemable,
non-participating preference shares and non-redeemable,
non-cumulative, non-participating preference shares
|
734,244,783
|
99.56%
|
3,269,694
|
0.44%
|
737,514,477
|
78.43%
|
1,015,232
|
0.11%
|
|
24
|
Financial assistance
|
723,470,789
|
98.01%
|
14,686,337
|
1.99%
|
738,157,126
|
78.50%
|
372,278
|
0.04%
|
|
25
|
Approval of the non-executive
directors' remuneration
|
722,039,464
|
97.81%
|
16,141,079
|
2.19%
|
738,180,543
|
78.51%
|
349,166
|
0.04%
|
|
Ordinary Business: Investec
plc
|
|
26
|
Receive the audited financial
statements for the year ended 31 March 2024
|
734,386,036
|
99.99%
|
87,122
|
0.01%
|
734,473,158
|
78.11%
|
4,056,246
|
0.43%
|
|
27
|
Sanction of the interim dividend paid
on the ordinary shares
|
729,416,025
|
98.81%
|
8,772,372
|
1.19%
|
738,188,397
|
78.51%
|
341,312
|
0.04%
|
|
28
|
Approval of the final dividend on the
ordinary shares
|
738,186,486
|
100.00%
|
2,458
|
0.00%
|
738,188,944
|
78.51%
|
340,765
|
0.04%
|
|
29
|
Appointment of Deloitte LLP as
auditor
|
728,043,553
|
98.63%
|
10,143,924
|
1.37%
|
738,187,477
|
78.51%
|
342,232
|
0.04%
|
|
30
|
Authority for the Investec plc Audit
Committee to set the remuneration of the company's
auditors
|
737,641,866
|
99.93%
|
545,530
|
0.07%
|
738,187,396
|
78.51%
|
342,313
|
0.04%
|
|
Special Business:
Investec plc
|
|
31
|
Authority to allot shares and other
securities
|
711,918,630
|
96.44%
|
26,269,629
|
3.56%
|
738,188,259
|
78.51%
|
341,450
|
0.04%
|
|
32
|
Authority to purchase ordinary
shares
|
737,123,402
|
99.95%
|
392,073
|
0.05%
|
737,515,475
|
78.44%
|
1,014,234
|
0.11%
|
|
33
|
Authority to purchase preference
shares
|
734,228,655
|
99.55%
|
3,286,525
|
0.45%
|
737,515,180
|
78.44%
|
1,014,529
|
0.11%
|
Auditor Changes
Further to the announcements of 05 August 2020,
3 February 2022 and 20 March 2023 we also advise of the
following:
INVESTEC LIMITED NOTIFICATION OF CHANGE OF
AUDITOR IN TERMS OF PARAGRAPH 3.78 OF THE JSE LISTING REQUIREMENTS
AND PARAGRAPH 6.25 OF THE JSE DEBT LISTINGS REQUIREMENTS
The Board and the Audit Committee wish to
confirm the appointment of Deloitte & Touche as joint external
auditor, along with PricewaterhouseCoopers Inc, of Investec Limited
for the financial year ending 31 March 2025, following obtaining
the necessary regulatory approvals and shareholders' approval and
the conclusion of a formal transition period during which the firm
observed the full audit cycle performed by the incumbent
auditors.
Kevin Black has been appointed as the lead
engagement partner from Deloitte & Touche.
Accordingly, the appointment of Ernst &
Young Inc and Ranesh Hariparsad, as lead engagement partner,
terminated with effect from 08 August 2024.
INVESTEC PLC NOTIFICATION OF CHANGE OF
AUDITOR
The Board and the Audit Committee wish to
confirm to shareholders that following approval of the appointment
of Deloitte LLP as the external auditors of Investec plc for the
financial year ending 31 March 2025, as well as the conclusion of a
formal transition period during which the firm observed the full
audit cycle performed by the incumbent auditors, Investec plc
concludes on its process of audit firm rotation.
Tom Millar has been appointed as the lead
engagement partner from Deloitte LLP.
Accordingly, the appointment of Ernst &
Young LLP and Manprit Dosanjh, as lead engagement partner
terminated with effect from 17 July 2024.
Other information
As at the date of the AGMs, Investec
plc's issued capital consists of 696,082,618 ordinary shares of
GBP0.0002 each (the "PLC Ordinary Shares"). Of these, 50,920,311
PLC Ordinary Shares are held exclusive of voting rights in Treasury
at the date of this announcement and therefore the total number of
voting rights in Investec plc is 645,162,307. Investec Limited's
issued capital consists of 295,125,806 ordinary shares of ZAR0.0002
each (the "LTD Ordinary Shares"). Of these, no LTD Ordinary Shares
are held in Treasury and the total number of voting rights in
Investec Limited is 295,125,806 LTD Ordinary Shares.
In accordance with the dual listed companies'
structure, the aggregate number of voting rights which therefore
may be exercised at the AGMs was
940,288,113.
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 Chair have been included in the 'for'
total.
Document regarding Resolutions passed at the
Shareholder Meetings on 08 August 2024:
· Copies of all
resolutions passed as special business at the Shareholder Meetings
on 08 August 2024, pursuant to Listing Rule 9.6.2, will be
submitted to the National Storage Mechanism and will shortly be
available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
David
Miller
Niki van Wyk
Company
Secretary
Company Secretary
Investec
plc
Investec Limited
Johannesburg and London
Date: 08 August 2024
Sponsor: Investec Bank
Limited