05 Aug - 8 min read

Results of Annual General Meetings of Investec Limited and Investec plc

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
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