| 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 | Investec plc Incorporated in England and Wales Registration number 3633621 LSE share code: INVP JSE share code: INP ISIN: GB00B17BBQ50 LEI: 2138007Z3U5GWDN3MY22 |
(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
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