Try our mobile app
Ninety One plc (JSE:N91) News - Results of Annual General Meetings of Ninety One plc and Ninety One Limited
Ninety One plc Ninety One Limited
Incorporated in England and Wales Incorporated in the Republic of South Africa
Registration number: 12245293 Registration number: 2019/526481/06
Date of registration: 4 October 2019 Date of registration: 18 October 2019
LSE share code: N91 JSE share code: NY1
JSE share code: N91 ISIN: ZAE000282356
ISIN: GB00BJHPLV88
As part of the dual-listed companies’ structure, Ninety One plc and Ninety One Limited notify both the LSE and
the JSE of matters which are required to be disclosed under the Disclosure Guidance and Transparency Rules
and Listing Rules of the FCA and/or the Listings Requirements of the JSE.
Results of Annual General Meetings of Ninety One plc and Ninety One Limited
(the "Annual General Meetings" or “AGMs”)
The AGMs were held on 26 July 2022 physically and electronically by audiocast. As required by the companies’
dual-listed 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.
The voting results of the Joint Electorate Actions are identical and are given below:
Total
Votes
Cast as
Votes Votes Total Votes a % of
Resolution Votes For % % %
Against Withheld Cast the
Ordinary
Shares
in Issue
Common business: Ninety One plc and Ninety One Limited
To re-elect Hendrik du Toit as a
1
director. 788,686,577 99.57 3,367,950 0.43 3,254,190 0.41 792,054,527 85.84
To re-elect Kim McFarland as a
2
director. 789,293,666 99.65 2,761,279 0.35 3,253,772 0.41 792,054,945 85.84
To re-elect Gareth Penny as a
3
director. 786,563,804 99.62 3,012,071 0.38 5,732,842 0.72 789,575,875 85.57
To re-elect Idoya Basterrechea
4
Aranda as a director. 788,930,079 99.61 3,124,770 0.39 3,253,868 0.41 792,054,849 85.84
To re-elect Colin Keogh as a
5
director. 787,713,019 99.45 4,341,576 0.55 3,254,122 0.41 792,054,595 85.84
To re-elect Busisiwe Mabuza as
6
a director. 790,104,078 99.75 1,956,476 0.25 3,248,163 0.41 792,060,554 85.84
To re-elect Victoria Cochrane as
7
a director. 791,036,923 99.87 1,018,072 0.13 3,253,722 0.41 792,054,995 85.84
To re-elect Khumo Shuenyane
8
as a director. 784,568,038 99.05 7,492,490 0.95 3,248,189 0.41 792,060,528 85.84
To approve the directors’
9 remuneration report, for the year
ended 31 March 2022. 772,161,524 97.49 19,862,731 2.51 3,284,462 0.41 792,024,255 85.84
To approve the directors’
10
remuneration policy. 747,407,855 94.37 44,577,618 5.63 3,323,244 0.42 791,985,473 85.83
To approve Ninety One’s
11
Climate Strategy. 692,069,579 97.60 17,008,181 2.40 86,230,957 10.84 709,077,760 76.85
Ordinary business: Ninety One plc
To receive and adopt the
audited annual financial
statements of Ninety One plc for
12 the year ended 31 March 2022,
together with the reports of the
directors and of the auditor of
Ninety One plc. 790,360,277 99.97 213,301 0.03 4,735,059 0.60 790,573,578 85.68
Subject to the passing of
resolution no. 20, to declare a
13 final dividend on the ordinary
shares for the year ended 31
March 2022. 790,910,041 100.00 15,687 0.00 4,382,909 0.55 790,925,728 85.72
To appoint
PricewaterhouseCoopers LLP of
7 More London Riverside,
London, SE1 2RT, as auditor of
Ninety One plc in place of the
14 retiring auditor to hold office
until the conclusion of the
Annual General Meeting of
Ninety One plc to be held in
2023, with the designated audit
partner being Allan McGrath. 792,009,995 99.99 46,025 0.01 3,252,697 0.41 792,056,020 85.84
To authorise the Audit and Risk
Committee to set the
15
remuneration of Ninety One
plc’s auditors. 791,960,350 99.99 78,236 0.01 3,270,131 0.41 792,038,586 85.84
Special business: Ninety One plc
Ordinary resolution: Directors’
16 authority to allot shares and
other securities. 694,683,330 87.73 97,160,706 12.27 3,464,681 0.44 791,844,036 85.82
Special resolution: Authority to
17
purchase own ordinary shares.
786,435,085 99.38 4,874,845 0.62 3,998,787 0.50 791,309,930 85.76
Special resolution: Consent to
18
short notice. 764,753,215 96.58 27,110,105 3.42 3,445,397 0.43 791,863,320 85.82
Ordinary business: Ninety One Limited
To present the audited financial
statements of Ninety One
Limited for the year ended 31
March 2022, together with the
reports of the directors, the
19 Non-voting resolution
auditor, the chair of the Audit
and Risk Committee and the
chair of the Sustainability, Social
and Ethics Committee to the
shareholders.
Subject to the passing of
resolution no. 13, to declare a
20 final dividend on the ordinary
shares for the year ended 31
March 2022. 792,046,383 100.00 12,185 0.00 3,250,149 0.41 792,058,568 85.84
To appoint
PricewaterhouseCoopers Inc. of
5 Silo Square, V&A Waterfront,
Cape Town, 8002, South Africa,
upon the recommendation of the
current Audit and Risk
Committee, as auditor of Ninety
21
One Limited , to hold office until
the conclusion of the Annual
General Meeting of Ninety One
Limited to be held in 2023, with
the designated audit partner
being Chantel van den Heever.
792,012,997 99.99 42,616 0.01 3,253,321 0.41 792,055,613 85.84
Election of Audit and Risk
Committee members.
i. Victoria Cochrane
22 791,120,904 99.88 932,783 0.12 3,255,030 0.41 792,053,687 85.84
ii. Idoya Basterrechea Aranda
789,776,239 99.71 2,277,512 0.29 3,254,966 0.41 792,053,751 85.84
iii. Colin Keogh
787,235,456 99.39 4,818,231 0.61 3,255,030 0.41 792,053,687 85.84
Authorising the directors to issue
up to (i) 5% of the issued
23 ordinary shares; and (ii) 5% plus
154,067 of the issued Special
Converting Shares. 694,713,488 87.73 97,129,502 12.27 3,465,677 0.44 791,842,990 85.82
General authority to issue
24
ordinary shares for cash. 623,717,073 78.75 168,302,947 21.25 3,288,697 0.41 792,020,020 85.84
Special business: Ninety One Limited
Special resolution 1 - Authority
25 to acquire ordinary shares of
Ninety One Limited. 786,222,918 99.36 5,085,110 0.64 4,000,537 0.50 791,308,028 85.76
Special resolution 2 - Financial
26
Assistance. 776,345,279 98.04 15,520,145 1.96 3,443,292 0.43 791,865,424 85.82
Special resolution 3 - Non-
27 executive directors’
remuneration. 790,266,557 99.78 1,744,904 0.22 3,297,256 0.41 792,011,461 85.83
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.
The Board notes that resolution 24, although it passed, had a significant number of votes cast against it (21.25%).
The Board will continue its ongoing dialogue with shareholders and consult as appropriate to fully understand any
concerns in relation to this resolution. In accordance with provision 4 of the 2018 UK Corporate Governance Code,
the Board shall provide an update on these engagements within six months of the AGM.
Other information
As at the date of the AGM, Ninety One plc's issued capital consists of 622,624,622 ordinary shares
of GBP0.0001 each and Ninety One Limited's issued capital consists of 300,089,454 ordinary shares of no par value.
In accordance with the dual-listed companies' structure, the aggregate number of voting rights which may be
exercised at the AGM was 922,714,076.
Resolutions 17, 18, 25, 26 and 27 were passed as special resolutions. Copies of resolutions 16, 17 and 18 will be
filed with Companies House in the United Kingdom.
In accordance with FCA Listing Rule 9.6.2, a copy of the resolutions passed at today’s AGM, other than resolutions
concerning ordinary business, will be submitted to the National Storage Mechanism and will be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
27 July 2022
JSE Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
+27 (0) 115 070 300
Date: 27-07-2022 08:00:00
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.
