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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 share code: INL LSE share code: INVP
JSE Hybrid code: INPR JSE share code: INP
JSE debt code: INLV ISIN: GB00B17BBQ50
NSX share code: IVD LEI: 2138007Z3U5GWDN3MY22
BSE share code: INVESTEC
ISIN: ZAE000081949
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 03 August 2023. 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 14, 16 to 23 and 28 to 34 were passed as ordinary resolutions. Resolutions 24 to 27 and resolutions 36 and
37 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
1 Re-election of Henrietta Baldock 751,893,540 99.91% 673,520 0.09% 752,567,060 75.88% 0.29%
2,901,023
2 Re-election of Zarina Bassa 699,322,780 92.91% 53,332,170 7.09% 752,654,950 75.89% 0.28%
2,813,574
3 Re-election of Philip Hourquebie 742,442,476 98.60% 10,537,734 1.40% 752,980,210 75.92% 0.25%
2,488,314
4 Re-election of Stephen Koseff 750,931,969 99.74% 1,952,511 0.26% 752,884,480 75.91% 0.26%
2,583,964
5 Re-election of Nicky Newton-King 752,495,459 99.91% 665,636 0.09% 753,161,095 75.94% 0.23%
2,306,988
6 Re-election of Jasandra Nyker 752,500,682 99.91% 660,182 0.09% 753,160,864 75.94% 0.23%
2,307,219
7 Re-election of Vanessa Olver 752,471,574 99.91% 689,962 0.09% 753,161,536 75.94% 0.23%
2,306,988
8 Re-election of Nishlan Samujh 749,182,646 99.47% 3,978,659 0.53% 753,161,305 75.94% 0.23%
2,307,219
9 Re-election of Philisiwe Sibiya 749,873,459 99.56% 3,289,171 0.44% 753,162,630 75.94% 0.23%
2,305,894
10 Re-election of Brian Stevenson 752,500,792 99.91% 660,744 0.09% 753,161,536 75.94% 0.23%
2,306,988
11 750,019,679 99.84% 1,222,234 0.16% 751,241,913 75.75% 0.23%
Re-election of Fani Titi 2,307,394
Approval of the DLC directors’
12 remuneration report for the year 723,276,182 96.59% 25,530,623 3.41% 748,806,805 75.50% 0.48%
4,742,966
ended 31 March 2023
Approval of the DLC directors’
13 687,236,313 91.55% 63,468,078 8.45% 750,704,391 75.69% 0.29%
remuneration policy 2,845,357
Authority to take action in respect of
14 751,200,895 99.99% 108,421 0.01% 751,309,316 75.76% 2,240,350 0.23%
the resolutions
Ordinary business: Investec Limited
Presentation of the audited financial
15 statements for the year ended 31 Non-voting
March 2023
Sanction of the interim dividend paid
16 748,729,823 100.00% 10,487 0.00% 748,740,310 75.50% 0.48%
on the ordinary shares 4,809,538
Sanction of the interim dividend paid
17 748,725,868 100.00% 13,442 0.00% 748,739,310 75.50% 0.49%
on the SA DAS share 4,810,538
Approval of the final dividend on the
18 ordinary shares and the SA DAS 751,302,272 100.00% 8,995 0.00% 751,311,267 75.76% 0.23%
2,238,140
share
Re-appointment of Ernst & Young
19 730,039,964 97.51% 18,642,980 2.49% 748,682,944 75.49% 0.49%
Inc. as joint auditors 4,866,904
Appointment of PwC Inc. as joint
20 750,134,347 99.84% 1,176,969 0.16% 751,311,316 75.76% 0.23%
auditors 2,238,532
Appointment of Deloitte Inc. in a
21 746,355,701 99.09% 6,871,282 0.91% 753,226,983 75.95% 0.23%
shadow capacity 2,241,618
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
22 741,896,867 98.50% 11,326,418 1.50% 753,223,285 75.95% 2,245,316 0.23%
non- redeemable, non-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
23 special convertible redeemable 738,733,981 98.41% 11,918,261 1.59% 750,652,242 75.69% 4,816,359 0.49%
preference shares
24 Authority to acquire ordinary shares 740,378,955 98.44% 11,713,299 1.56% 752,092,254 75.83% 3,376,347 0.34%
Authority to acquire any redeemable,
non-participating preference shares
25 and non-redeemable, non- 747,291,331 99.36% 4,802,365 0.64% 752,093,696 75.83% 3,374,905 0.34%
cumulative, non-participating
preference shares
26 Financial assistance 745,201,823 98.94% 7,979,646 1.06% 753,181,469 75.94% 2,287,132 0.23%
Approval of the non-executive
27 745,421,042 98.97% 7,757,689 1.03% 753,178,731 75.94% 2,289,870 0.23%
directors’ remuneration
Ordinary Business: Investec plc
Receive the audited financial
28 statements for the year ended 31 746,553,506 99.96% 299,960 0.04% 746,853,466 75.31% 8,615,135 0.87%
March 2023
Sanction of the interim dividend paid
29 750,647,169 100.00% 10,510 0.00% 750,657,679 75.69% 4,810,922 0.49%
on the ordinary shares
Approval of the final dividend on the
30 752,124,955 99.85% 1,104,117 0.15% 753,229,072 75.95% 2,239,529 0.23%
ordinary shares
Re-appointment of Ernst & Young
31 733,230,327 97.69% 17,371,597 2.31% 750,601,924 75.68% 4,866,677 0.49%
LLP as auditors
Appointment of Deloitte LLP in a
32 746,406,330 99.09% 6,822,072 0.91% 753,228,402 75.95% 2,240,199 0.23%
shadow capacity
Authority for the Investec plc Audit
33 Committee to set the remuneration of 751,612,426 99.79% 1,586,909 0.21% 753,199,335 75.95% 2,268,326 0.23%
the company’s auditors
34 Political donations 575,768,653 76.54% 176,513,894 23.46% 752,282,547 75.85% 3,185,997 0.32%
Special Business: Investec plc
Authority to allot shares and other
35 735,972,308 97.71% 17,252,697 2.29% 753,225,005 75.95% 2,243,596 0.23%
securities
Authority to purchase ordinary
36 751,547,368 99.96% 298,375 0.04% 751,845,743 75.81% 3,622,858 0.37%
shares
Authority to purchase preference
37 747,003,635 99.36% 4,841,803 0.64% 751,845,438 75.81% 3,623,163 0.37%
shares
The Board notes that at today’s AGMs the following resolution passed with a less than 80% majority: resolution 34 (political
donations).
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 (the
“PLC Ordinary Shares”). Of these, 50,785,281 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 645,297,337. Investec Limited’s issued
capital consists of 295,675,988 ordinary shares of ZAR0.0002 each (the “LTD Ordinary Shares”). Of these, 46,243,502 LTD
Ordinary Shares are held in Treasury and the total number of voting rights in Investec Limited is 249,432,486 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 894,729,823.
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 03 August 2023:
• Copies of all resolutions passed as special business at the Shareholder Meetings on 03 August 2023, 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: 03 August 2023
Sponsor: Investec Bank Limited
