JSE Sens
INVESTEC LIMITED - Results of Annual General Meetings of Investec Limited and Investec plc
2021/08/05 17:10:00Download PDF Stock report
Results of Annual General Meetings of Investec Limited and Investec plc
Investec Limited Investec plc
Incorporated in the Republic of South Africa Incorporated in England and Wales
Registration number 1925/002833/06 Registration number 3633621
JSE ordinary share code: INL LSE share code: INVP
NSX ordinary share code: IVD JSE share code: INP
BSE ordinary share code: INVESTEC ISIN: GB00B17BBQ50
ISIN: ZAE000081949 LEI: 2138007Z3U5GWDN3MY22
LEI: 213800CU7SM6O4UWOZ70
(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”)
The AGMs were held on 05 August 2021. 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 18, 20 to 26 and 33 to 40 were passed as ordinary resolutions.
Resolutions 27 to 32 and resolutions 41 and 42 were passed as special resolutions.
The voting results of the Joint Electorate Actions are identical and are given below:
Total
Votes
Votes
Withheld
Cast as
% of % of as a %
Votes Total Votes a % of Votes
Resolution Votes For Votes Votes of the
Against Cast the Withheld
Cast Cast Ordinary
Ordinary
Shares
Shares
in Issue
in Issue
Common Business: Investec plc and Investec Limited
Re-election of
1 813,209,797 99.89% 874,547 0.11% 814,084,344 84.48% 363,195 0.04%
Henrietta Baldock
Re-election of Zarina
2 787,762,873 96.76% 26,347,736 3.24% 814,110,609 84.48% 400,024 0.04%
Bassa
Re-election of David
3 811,955,042 99.74% 2,129,032 0.26% 814,084,074 84.48% 363,465 0.04%
Friedland
Re-election of Philip
4 806,436,868 99.06% 7,644,118 0.94% 814,080,986 84.48% 366,308 0.04%
Hourquebie
Re-election of Nishlan
5 807,767,929 99.22% 6,318,426 0.78% 814,086,355 84.48% 361,184 0.04%
Samujh
Re-election of Khumo
6 734,721,933 90.25% 79,363,868 9.75% 814,085,801 84.48% 361,721 0.04%
Shuenyane
Re-election of Philisiwe
7 813,195,675 99.89% 889,296 0.11% 814,084,971 84.48% 362,551 0.04%
Sibiya
8 Re-election of Fani Titi 809,947,589 99.49% 4,132,524 0.51% 814,080,113 84.48% 367,409 0.04%
Re-election of Ciaran
9 731,207,687 89.82% 82,876,267 10.18% 814,083,954 84.48% 363,585 0.04%
Whelan
Election of Stephen
10 730,791,153 89.77% 83,293,276 10.23% 814,084,429 84.48% 362,788 0.04%
Koseff
Election of Nicky
11 811,889,489 99.73% 2,194,166 0.27% 814,083,655 84.48% 363,884 0.04%
Newton-King
Election of Jasandra
12 814,062,496 100.00% 23,717 0.00% 814,086,213 84.48% 361,326 0.04%
Nyker
Election of Brian
13 814,058,181 100.00% 26,570 0.00% 814,084,751 84.48% 362,788 0.04%
Stevenson
Election of Richard
14 731,208,764 89.82% 82,876,031 10.18% 814,084,795 84.48% 362,744 0.04%
Wainwright
Approval of the DLC
15 644,090,342 79.12% 169,968,692 20.88% 814,059,034 84.48% 388,505 0.04%
directors’ remuneration
report for the year
ended 31 March 2021
Approval of the DLC
16 directors’ remuneration 701,405,299 86.17% 112,616,718 13.83% 814,022,017 84.47% 425,522 0.04%
policy
Reporting on Scope 3
17 emissions for the year 813,069,048 99.97% 270,224 0.03% 813,339,272 84.40% 1,108,267 0.12%
ending 31 March 2022
Authority to take action
18 in respect of the 813,993,783 99.99% 85,303 0.01% 814,079,086 84.48% 368,452 0.04%
resolutions
Ordinary business: Investec Limited
Presentation of the
audited financial
19 Non-voting
statements for the year
ended 31 March 2021
Sanction of the interim
20 dividend paid on the 813,212,216 99.90% 784,281 0.10% 813,996,497 84.47% 451,042 0.05%
ordinary shares
Sanction of the interim
21 dividend paid on the 813,211,900 99.90% 784,337 0.10% 813,996,237 84.47% 451,302 0.05%
SA DAS share
Approval of the final
dividend on the
22 813,212,661 99.90% 784,476 0.10% 813,997,137 84.47% 450,402 0.05%
ordinary shares and
the SA DAS share
Re-appointment of
23 Ernst & Young Inc. as 647,894,774 79.71% 164,919,524 20.29% 812,814,298 84.35% 2,347,898 0.24%
joint auditors
Re-appointment of
24 KPMG Inc. as joint 576,386,123 70.98% 235,708,018 29.02% 812,094,141 84.27% 2,353,398 0.24%
auditors
Special business: Investec Limited
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-
25 787,894,110 99.33% 5,293,737 0.67% 793,187,847 82.31% 450,402 0.05%
cumulative, non-
participating
preference shares
(non-redeemable
programme preference
shares); and the
redeemable, non-
participating
preference shares
(redeemable
programme preference
shares)
Authority to issue the
unissued special
26 convertible 709,608,985 89.46% 83,582,214 10.54% 793,191,199 82.31% 2,347,898 0.24%
redeemable
preference shares
Approval of the
27 Investec Limited Share 693,435,069 87.48% 99,218,984 12.52% 792,654,053 82.25% 2,353,398 0.24%
Incentive Plan
Authority to acquire
28 775,628,559 97.97% 16,061,109 2.03% 791,689,668 82.15% 21,259,692 2.21%
ordinary shares
Authority to acquire
any redeemable, non-
participating
29 784,412,302 99.09% 7,236,972 0.91% 791,649,274 82.15% 21,256,340 2.21%
preference shares and
non-redeemable, non-
cumulative, non-
participating
preference shares
30 Financial assistance 803,752,644 98.74% 10,218,853 1.26% 813,971,497 84.47% 21,793,274 2.26%
Approval of the non-
31 executive directors’ 805,499,403 98.87% 9,181,929 1.13% 814,681,332 84.54% 22,757,871 2.36%
remuneration
Amendment to the
Investec Limited
32 813,545,993 99.95% 427,929 0.05% 813,973,922 84.47% 22,798,265 2.37%
Memorandum of
Incorporation
Ordinary Business: Investec plc
Receive the audited
financial statements for
33 811,454,586 99.99% 94,313 0.01% 811,548,899 84.21% 2,898,640 0.30%
the year ended 31
March 2021
Sanction of the interim
34 dividend paid on the 813,183,827 99.90% 785,037 0.10% 813,968,864 84.47% 478,675 0.05%
ordinary shares
Approval of the final
35 dividend on the 813,185,815 99.90% 784,337 0.10% 813,970,152 84.47% 477,387 0.05%
ordinary shares
Re-appointment of
36 Ernst & Young LLP as 652,524,957 80.10% 162,151,071 19.90% 814,676,028 84.54% 486,168 0.05%
auditors
Authority for the
Investec plc Audit
37 Committee to set the 809,480,064 99.66% 2,728,705 0.34% 812,208,769 84.28% 2,238,770 0.23%
remuneration of the
company’s auditors
38 Political donations 650,631,559 79.93% 163,332,276 20.07% 813,963,835 84.47% 483,704 0.05%
Special Business: Investec plc
Authority to allot
39 shares and other 700,557,243 88.32% 92,612,348 11.68% 793,169,591 82.31% 21,277,948 2.21%
securities
Approval of the
40 Investec plc Share 689,688,037 86.98% 103,208,760 13.02% 792,896,797 82.28% 21,550,742 2.24%
Incentive Plan
Authority to purchase
41 790,588,174 99.86% 1,075,135 0.14% 791,663,309 82.15% 22,784,230 2.36%
ordinary shares
Authority to purchase
42 789,035,912 99.64% 2,849,318 0.36% 791,885,230 82.17% 22,562,309 2.34%
preference shares
The Board notes that at today’s AGMs the following resolutions passed with a less than 80% majority: resolution
15 (approval of the DLC directors’ remuneration report for the year ended 31 March 2021), resolution 23 (re-
appointment of Ernst & Young (EY) Inc. as joint auditors of Investec Limited), resolution 24 (re-appointment of
KPMG Inc. as joint auditors of Investec Limited) and resolution 38 (political donations).
Commenting on the less than 80% vote received for the Group’s Remuneration Report
The Board and DLC Remuneration Committee notes that the votes in favour of the remuneration report fell short
of 80%, at 79.12%. The 2020 vote on the remuneration report was also slightly below 80%.
We consulted with our shareholders in early 2021 to obtain their input to our new three year remuneration policy.
We further engaged with our shareholders during July to discuss our final remuneration policy and the 2021
remuneration outcomes. We are pleased to see that there was strong support for our new remuneration policy,
at 86.17%.
The Board believes that the 2021 remuneration outcomes are reflective of the overall financial and non-financial
performance for the year.
We will continue with the annual programme of engagement with our shareholders with a view to ensuring that
future remuneration policies and resultant outcomes are reflective of business performance and the experience
of our stakeholders.
Commenting on the less than 80% vote received for the re-appointments of KPMG Inc. and EY Inc. as joint
auditors of Investec Limited
The Investec Limited Audit Committee considered the implications of the mandatory audit firm rotation (MAFR)
rule as issued by the Independent Regulatory Board for Auditors (IRBA), the requirements of the South African
Companies Act and the state of the audit profession in South Africa including reputational or apparent audit
failure perceptions. The views expressed by shareholders have been a key consideration balanced with the
implications of having joint auditors and the risks inherent to an audit transition.
Based on this assessment, following a comprehensive tender process PricewaterhouseCoopers Incorporated
(PwC) was nominated as one of the new joint external auditors for the financial year starting 1 April 2023. The
appointment of the firm and designated audit partner is subject to regulatory approval from the South African
Prudential Authority.
The appointment of PwC will be recommended to the ordinary shareholders at the AGM to be held in August
2022. A formal transition process will commence during 2022, whereby PwC will observe the full audit cycle
performed by the incumbent joint external auditors.
A competitive tender process for the second rotation will commence during 2022, with the second incoming
audit firm to perform the first audit for the financial year starting 1 April 2025, in accordance with the MAFR
rules as published by the IRBA.
Commenting on the less than 80% vote received for authority to make political donations and to incur political
expenditure
As set out in the notices to the AGMs, Investec plc does not give any money for political purposes in the UK
nor does it make any donations to UK political organisations or incur UK political expenditure. However, the
definitions of political donations and political expenditure used in the UK Companies Act 2006 are very wide.
In line with UK market practice, the authority is therefore requested only as a precautionary measure to
ensure that Investec plc and any company which is or becomes a subsidiary of Investec plc does not
inadvertently breach the relevant provisions of the UK Companies Act.
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 and Investec Limited’s issued capital consists of 318,904,709 ordinary shares of ZAR0.0002
each. Investec Limited holds 51,323,867 ordinary shares in Treasury. In accordance with the dual listed
companies’ structure, the aggregate number of voting rights which may be exercised at the AGMs was
963,663,460.
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 05 August 2021:
• Copies of all resolutions passed as special business at the Shareholder Meetings on 05 August 2021,
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: 05 August 2021
Sponsor: Investec Bank Limited
Date: 05-08-2021 05:10:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.