04 Aug - 6 min read

Results of Annual General Meetings of Ninety One plc and Ninety One Limited

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 4 August 2021 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.                         821,616,663    99.75    2,046,352    0.25  517,266              0.1       823,663,015   89.27
     To re-elect Kim McFarland as a
2
     director.                         822,208,845    99.82    1,451,163    0.18  520,273              0.1       823,660,008   89.26
     To re-elect Gareth Penny as a
3
     director.                         781,581,725    94.89    42,078,294 5.11    520,262              0.1       823,660,019   89.26
     To re-elect Idoya Basterrechea
4
     Aranda as a director.             822,056,716    99.81    1,603,299    0.19  520,266              0.1       823,660,015   89.26
     To re-elect Colin Keogh as a
5
     director.                         823,099,152    99.93    560,856      0.07  520,273              0.1       823,660,008   89.26
     To re-elect Busisiwe Mabuza as
6
     a director.                       821,717,250    99.94    461,675      0.06  2,001,356            0.2       822,178,925   89.10
     To re-elect Victoria Cochrane as
7
     a director.                       823,183,988    99.94    476,014      0.06  520,279              0.1       823,660,002   89.26
     To elect Khumo Shuenyane as a
8
     director.                         817,369,542    99.24    6,287,207    0.76  523,509              0.1       823,656,749   89.26
     To approve the directors’
9    remuneration report, for the year
     ended 31 March 2021.              809,855,000    98.33    13,795,361 1.67    529,678              0.1       823,650,361   89.26
     To approve the directors’
10
     remuneration policy.              791,857,296    96.14    31,793,344 3.86    529,641              0.1       823,650,640   89.26
     To approve Ninety One’s climate
11
     related financial reporting.      745,914,720    97.38    20,107,304 2.62    58,158,107           7.1       766,022,024   83.02
                                                Ordinary business: Ninety One plc
     To receive and adopt the audited
     annual financial statements of
     Ninety One plc for the year
12   ended 31 March 2021, together
     with the reports of the directors of
     Ninety One plc and of the
     auditors of Ninety One plc.            821,279,103   99.99   102,610       0.01     2,798,568     0.3       821,381,713   89.02
     Subject to the passing of
     resolution no. 22, to declare a
13   final dividend on the ordinary
     shares for the year ended 31
     March 2021.                            823,338,099   99.96   327,076       0.04     515,106       0.1       823,665,175   89.27
     To appoint KPMG LLP of 15
     Canada Square, Canary Wharf,
     London, E14 5GL, as auditor of
14
     Ninety One plc to hold office until
     the conclusion of the next AGM
     to be held in 2022.                   817,815,672   99.29    5,841,973      0.71    522,636      0.1   823,657,645   89.26
     To authorise the Audit and Risk
     Committee       to    set      the
15
     remuneration of Ninety One plc’s
     auditors.                             818,880,717   99.42    4,776,756    0.58      522,808      0.1   823,657,473   89.26
                                                    Special business: Ninety One plc
     Ordinary resolution: Directors’
16   authority to allot shares and
     other securities.                     681,045,205   82.69    142,615,087 17.31      519,989      0.1   823,660,292   89.26
     Special resolution: Authority to
17
     purchase own ordinary shares.
                                           815,983,990   99.13    7,121,181      0.87    1,075,110    0.1   823,105,171   89.20
     Special resolution: Consent to
18
     short notice.                         799,125,462   97.04    24,409,427     2.96    645,392      0.1   823,534,889   89.25
     Special resolution: Adoption of
19
     New Articles of Association.          820,426,682   99.62    3,102,938      0.38    650,661      0.1   823,529,620   89.25
     Ordinary resolution: Approval of
20   the Long Term Incentive Plan
     2021.                                 808,620,822   98.19    14,885,377     1.81    653,612      0.1   823,506,199   89.25
                                                 Ordinary business: Ninety One Limited
     To present the audited financial
     statements of Ninety One
     Limited for the year ended 31
     March 2021, together with the
     reports of the directors, the
21                                                                            Non-voting resolution
     auditors, 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
22   final dividend on the ordinary
     shares for the year ended 31
     March 2021.                           822,932,966   99.96    364,330        0.04    872,224      0.1   823,297,296   89.23
     To appoint KPMG Inc. of 85
     Empire Road, Parktown, 2193,
     South      Africa,     upon     the
     recommendation of the current
23   Audit and Risk Committee, as
     auditor of Ninety One Limited, to
     hold office until the conclusion of
     the next AGM of Ninety One
     Limited to be held in 2022.           817,274,516   99.27    6,019,838      0.73    875,166      0.1   823,294,354   89.23
     Election of Audit and Risk
     Committee members.
      i.Victoria Cochrane
24                                         816,116,862   99.14    7,108,792      0.86    943,866      0.1   823,225,654   89.22
     ii.Idoya Basterrechea Aranda
                                           822,071,515   99.85    1,221,925      0.15    876,080      0.1   823,293,440   89.23
     iii.Colin Keogh
                                           819,352,003   99.52    3,941,656      0.48    875,861      0.1   823,293,659   89.23
     Authorising the directors to
     issue up to (i) 5% of the issued
25   ordinary shares; and (ii) 5% plus
     154,067 of the issued special
     converting shares.                    677,775,151   82.32    145,518,579 17.68      875,790      0.1   823,293,730   89.23
     General authority to issue
26
     ordinary shares for cash.             674,739,111   81.96    148,555,506 18.04      874,903      0.1   823,294,617   89.23
     Amendment of the Rules of the
27   Ninety One Limited Long Term
     Incentive Plan 2020.                  817,791,105   99.35    5,372,945      0.65    1,005,470    0.1   823,164,050   89.21

                                                  Special business: Ninety One Limited
     Special resolution 1 - Authority to
     acquire ordinary shares of Ninety
28   One Limited subject to any
     restriction under South African
     law.                                  814,267,564   98.97   8,471,317    1.03   1,430,639   0.2    822,738,881    89.17
     Special resolution 2 - Financial
29
     Assistance.                           810,997,490   98.51   12,296,820   1.49   875,210     0.1    823,294,310    89.23
     Special resolution 3 - Non-
30   executive                directors’
     remuneration.                         812,278,279   98.66   11,010,395   1.34   880,846     0.1    823,288,674    89.22

     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.

     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, 19, 28, 29 and 30 were passed as special resolutions. Copies of resolutions 16, 17, 18, 19 and 20 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.


4 August 2021



JSE Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
+27 (0) 115 070 300

Date: 04-08-2021 05:00:00
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