| Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06 JSE ordinary share code: INL NSX ordinary share code: IVD BSE ordinary 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")
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:
| 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 | 813,209,797 | 99.89% | 874,547 | 0.11% | 814,084,344 | 84.48% | 363,195 | 0.04% |
| 2 | Re-election of Zarina Bassa | 787,762,873 | 96.76% | 26,347,736 | 3.24% | 814,110,609 | 84.48% | 400,024 | 0.04% |
| 3 | Re-election of David Friedland | 811,955,042 | 99.74% | 2,129,032 | 0.26% | 814,084,074 | 84.48% | 363,465 | 0.04% |
| 4 | Re-election of Philip Hourquebie | 806,436,868 | 99.06% | 7,644,118 | 0.94% | 814,080,986 | 84.48% | 366,308 | 0.04% |
| 5 | Re-election of Nishlan Samujh | 807,767,929 | 99.22% | 6,318,426 | 0.78% | 814,086,355 | 84.48% | 361,184 | 0.04% |
| 6 | Re-election of Khumo Shuenyane | 734,721,933 | 90.25% | 79,363,868 | 9.75% | 814,085,801 | 84.48% | 361,721 | 0.04% |
| 7 | Re-election of Philisiwe Sibiya | 813,195,675 | 99.89% | 889,296 | 0.11% | 814,084,971 | 84.48% | 362,551 | 0.04% |
| 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% |
| 9 | Re-election of Ciaran Whelan | 731,207,687 | 89.82% | 82,876,267 | 10.18% | 814,083,954 | 84.48% | 363,585 | 0.04% |
| 10 | Election of Stephen Koseff | 730,791,153 | 89.77% | 83,293,276 | 10.23% | 814,084,429 | 84.48% | 362,788 | 0.04% |
| 11 | Election of Nicky Newton-King | 811,889,489 | 99.73% | 2,194,166 | 0.27% | 814,083,655 | 84.48% | 363,884 | 0.04% |
| 12 | Election of Jasandra Nyker | 814,062,496 | 100.00% | 23,717 | 0.00% | 814,086,213 | 84.48% | 361,326 | 0.04% |
| 13 | Election of Brian Stevenson | 814,058,181 | 100.00% | 26,570 | 0.00% | 814,084,751 | 84.48% | 362,788 | 0.04% |
| 14 | Election of Richard Wainwright | 731,208,764 | 89.82% | 82,876,031 | 10.18% | 814,084,795 | 84.48% | 362,744 | 0.04% |
| 15 | Approval of the DLC directors' remuneration report for the year ended 31 March 2021 | 644,090,342 | 79.12% | 169,968,692 | 20.88% | 814,059,034 | 84.48% | 388,505 | 0.04% |
| 16 | Approval of the DLC directors' remuneration policy | 701,405,299 | 86.17% | 112,616,718 | 13.83% | 814,022,017 | 84.47% | 425,522 | 0.04% |
| 17 | Reporting on Scope 3 emissions for the year ending 31 March 2022 | 813,069,048 | 99.97% | 270,224 | 0.03% | 813,339,272 | 84.40% | 1,108,267 | 0.12% |
| 18 | Authority to take action in respect of the resolutions | 813,993,783 | 99.99% | 85,303 | 0.01% | 814,079,086 | 84.48% | 368,452 | 0.04% |
| Ordinary business: Investec Limited | |||||||||
| 19 | Presentation of the audited financial statements for the year ended 31 March 2021 | Non-voting | |||||||
| 20 | Sanction of the interim dividend paid on the ordinary shares | 813,212,216 | 99.90% | 784,281 | 0.10% | 813,996,497 | 84.47% | 451,042 | 0.05% |
| 21 | Sanction of the interim dividend paid on the SA DAS share | 813,211,900 | 99.90% | 784,337 | 0.10% | 813,996,237 | 84.47% | 451,302 | 0.05% |
| 22 | Approval of the final dividend on the ordinary shares and the SA DAS share | 813,212,661 | 99.90% | 784,476 | 0.10% | 813,997,137 | 84.47% | 450,402 | 0.05% |
| 23 | Re-appointment of Ernst & Young Inc. as joint auditors | 647,894,774 | 79.71% | 164,919,524 | 20.29% | 812,814,298 | 84.35% | 2,347,898 | 0.24% |
| 24 | Re-appointment of KPMG Inc. as joint auditors | 576,386,123 | 70.98% | 235,708,018 | 29.02% | 812,094,141 | 84.27% | 2,353,398 | 0.24% |
| Special business: Investec Limited | |||||||||
| 25 | 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) | 787,894,110 | 99.33% | 5,293,737 | 0.67% | 793,187,847 | 82.31% | 450,402 | 0.05% |
| 26 | Authority to issue the unissued special convertible redeemable preference shares | 709,608,985 | 89.46% | 83,582,214 | 10.54% | 793,191,199 | 82.31% | 2,347,898 | 0.24% |
| 27 | Approval of the Investec Limited Share Incentive Plan | 693,435,069 | 87.48% | 99,218,984 | 12.52% | 792,654,053 | 82.25% | 2,353,398 | 0.24% |
| 28 | Authority to acquire ordinary shares | 775,628,559 | 97.97% | 16,061,109 | 2.03% | 791,689,668 | 82.15% | 21,259,692 | 2.21% |
| 29 | Authority to acquire any redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares | 784,412,302 | 99.09% | 7,236,972 | 0.91% | 791,649,274 | 82.15% | 21,256,340 | 2.21% |
| 30 | Financial assistance | 803,752,644 | 98.74% | 10,218,853 | 1.26% | 813,971,497 | 84.47% | 21,793,274 | 2.26% |
| 31 | Approval of the non-executive directors' remuneration | 805,499,403 | 98.87% | 9,181,929 | 1.13% | 814,681,332 | 84.54% | 22,757,871 | 2.36% |
| 32 | Amendment to the Investec Limited Memorandum of Incorporation | 813,545,993 | 99.95% | 427,929 | 0.05% | 813,973,922 | 84.47% | 22,798,265 | 2.37% |
| Ordinary Business: Investec plc | |||||||||
| 33 | Receive the audited financial statements for the year ended 31 March 2021 | 811,454,586 | 99.99% | 94,313 | 0.01% | 811,548,899 | 84.21% | 2,898,640 | 0.30% |
| 34 | Sanction of the interim dividend paid on the ordinary shares | 813,183,827 | 99.90% | 785,037 | 0.10% | 813,968,864 | 84.47% | 478,675 | 0.05% |
| 35 | Approval of the final dividend on the ordinary shares | 813,185,815 | 99.90% | 784,337 | 0.10% | 813,970,152 | 84.47% | 477,387 | 0.05% |
| 36 | Re-appointment of Ernst & Young LLP as auditors | 652,524,957 | 80.10% | 162,151,071 | 19.90% | 814,676,028 | 84.54% | 486,168 | 0.05% |
| 37 | Authority for the Investec plc Audit Committee to set the remuneration of the company's auditors | 809,480,064 | 99.66% | 2,728,705 | 0.34% | 812,208,769 | 84.28% | 2,238,770 | 0.23% |
| 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 | |||||||||
| 39 | Authority to allot shares and other securities | 700,557,243 | 88.32% | 92,612,348 | 11.68% | 793,169,591 | 82.31% | 21,277,948 | 2.21% |
| 40 | Approval of the Investec plc Share Incentive Plan | 689,688,037 | 86.98% | 103,208,760 | 13.02% | 792,896,797 | 82.28% | 21,550,742 | 2.24% |
| 41 | Authority to purchase ordinary shares | 790,588,174 | 99.86% | 1,075,135 | 0.14% | 791,663,309 | 82.15% | 22,784,230 | 2.36% |
| 42 | Authority to purchase preference shares | 789,035,912 | 99.64% | 2,849,318 | 0.36% | 791,885,230 | 82.17% | 22,562,309 | 2.34% |
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
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