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INVESTEC PLC - 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. 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