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INL INP
INL INP
INL/INP - Investec Limited/Investec plc - Annual General
Meetings of Investec Limited and Investec plc
Investec Limited
Incorporated in the Republic of South Africa
Registration number 1925/002833/06
JSE share code: INL
ISIN: ZAE000081949
Investec plc
Incorporated in England and Wales
Registration number 3633621
JSE share code: INP
ISIN: GB00B17BBQ50
Annual General Meetings of Investec Limited and Investec plc
("AGM")
The Annual General Meetings of Investec plc ("plc") and Investec
Limited ("Ltd") were both held on 13 August 2009. The final proxy
positions for each company is detailed in the Appendix A. 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. The voting
results of the Joint Electorate Actions are identical and are
given below.
The poll results were:
Votes For Votes Against Votes Result
Abstain
RESULT
RESOLUTION
Common business :
Investec plc and
Investec Limited
To re-elect Samuel 359,341,445 77,896,657 28,006,923 Carried
Ellis Abrahams as a
director of
Investec plc and
Investec Limited in
accordance with the
provisions of the
Articles of
Association of
Investec plc and
Investec Limited
To re-elect Hugh 449,208,638 12,935,408 3,100,978 Carried
Sidney Herman as a
director of
Investec plc and
Investec Limited in
accordance with the
provisions of the
Articles of
Association of
Investec plc and
Investec Limited
To re-elect Ian 295,114,675 131,769,347 38,361,003 Carried
Robert Kantor as a
director of
Investec plc and
Investec Limited in
accordance with the
provisions of the
Articles of
Association of
Investec plc and
Investec Limited
To re-elect Stephen 462,210,274 2,507,788 526,964 Carried
Koseff as a
director of
Investec plc and
Investec Limited in
accordance with the
provisions of the
Articles of
Association of
Investec plc and
Investec Limited
To re-elect Sir 464,354,264 363,798 526,964 Carried
David Prosser as a
director of
Investec plc and
Investec Limited in
accordance with the
provisions of the
Articles of
Association of
Investec plc and
Investec Limited
To re-elect Peter 359,416,431 77,821,671 28,006,923
Richard Suter
Thomas as a
director of
Investec plc and
Investec Limited in
accordance with the
provisions of the
Articles of
Association of
Investec plc and
Investec Limited
Directors` 464,716,518 1,304 527,204 Carried
authority to take
action in respect
of the resolutions
Ordinary Business :
Investec Limited
To receive and 456,444,366 252,150 8,548,510 Carried
adopt the audited
financial
statements of
Investec Limited
for the year ended
31 March 2009,
together with the
reports of the
directors of
Investec Limited
and of the auditors
of Investec Limited
To determine, 461,542,950 2,905,641 796,434 Carried
ratify and approve
the remuneration of
the directors of
Investec Limited
for the year ended
31 March 2009
To sanction the 456,485,590 389,432 8,370,004 Carried
interim dividend
paid by Investec
Limited on the
ordinary shares in
Investec Limited
for the 6 (six)
month period ended
30 September 2008
To sanction the 456,482,015 389,682 8,373,329 Carried
interim dividend
paid by Investec
Limited on the
dividend access
(South African
Resident)
redeemable
preference share
("SA DAS share")
for the 6 (six)
month period ended
30 September 2008
To declare a final 464,713,620 5,190 526,216 Carried
dividend on the
ordinary shares and
the dividend access
(South African
Resident)
redeemable
preference share
("SA DAS share") in
Investec Limited
for the year ended
31 March 2009 of an
amount equal to
that recommended by
the directors of
Investec Limited
To re-appoint Ernst 461,514,022 495,385 3,235,618 Carried
& Young Inc. as
joint auditors of
Investec Limited
and to authorise
the directors of
Investec Limited to
fix their
remuneration
To re-appoint KPMG 460,514,022 495,385 3,235,618 Carried
Inc. as joint
auditors of
Investec Limited
and to authorise
the directors of
Investec Limited to
fix their
remuneration
Special Business :
Investec Limited
Ordinary
Resolutions
To place 5% of the 359,836,427 104,619,146 789,453 Carried
unissued ordinary
shares under the
control of the
directors
Placing 5% of the 435,316,330 29,139,243 789,453 Carried
unissued Class "A"
variable rate
compulsorily
convertible non-
cumulative
preference shares
under the control
of the directors
Placing the 457,630,425 5,906,288 1,708,313 Carried
remaining unissued
shares, being the
variable rate
cumulative
redeemable
preference shares,
the non-redeemable,
non-cumulative, non-
participating
preference shares
and the special
convertible
redeemable
preference shares
under the control
of the directors
Ordinary
Resolutions with a
75% majority
Directors` 359,959,372 101,973,001 3,312,653 Carried
authority to allot
and issue ordinary
shares for cash in
respect of 5% of
the unissued
ordinary shares
Directors` 435,498,840 26,433,673 3,312,513 Carried
authority to allot
and issue Class "A"
variable rate
compulsorily
convertible non-
cumulative
preference shares
for cash in respect
of 5% of the
unissued Class "A"
variable rate
compulsorily
convertible non-
cumulative
preference shares
Special Resolutions
Directors` 463,422,974 1,292,843 529,209 Carried
authority to
acquire ordinary
shares and
perpetual
preference shares
Increase in share 459,659,514 4,811,984 773,528 Carried
capital: Number of
ordinary shares
Increase in share 459,975,453 4,488,152 781,421 Carried
capital: Number of
special convertible
redeemable
preference shares
Amendment to 460,362,351 4,093,754 788,921 Carried
Memorandum of
Association to
reflect increase in
authorised share
capital
Amendment to 461,901,066 2,557,012 786,948 Carried
Articles of
Association:
Annual and General
Meetings
Amendment to 464,447,374 10,704 786,948 Carried
Articles of
Association:
Contents of Notice
of General Meetings
Amendment to 401,941,696 62,513,984 789,346 Carried
Articles of
Association: Votes
attaching to shares
Amendment to 464,446,801 10,704 787,521 Carried
Articles of
Association:
Timing for the
deposit of form of
proxy
Amendment to 464,452,401 5,704 786,921 Carried
Articles of
Association:
Rights of proxy
Investec plc
Ordinary Business :
Investec plc
To receive and 456,369,240 327,276 8,548,510 Carried
adopt the audited
financial
statements of
Investec plc for
the year ended 31
March 2009,
together with the
reports of the
directors of
Investec plc and of
the auditors of
Investec plc
To approve the 461,723,066 2,982,132 539,827 Carried
remuneration report
of Investec plc for
the year ended 31
March 2009
To sanction the 456,490,576 3,607,874 5,146,576 Carried
interim dividend
paid by Investec
plc on the ordinary
shares in Investec
plc for the 6 (six)
month period ended
30 September 2008
To declare a final 464,723,345 190 521,491 Carried
dividend on the
ordinary shares in
Investec plc for
the year ended 31
March 2009 of an
amount equal to
that recommended by
the directors of
Investec plc
To re-appoint Ernst 461,513,522 495,885 3,235,618 Carried
& Young LLP as
auditors of
Investec plc and to
authorise the
directors of
Investec plc to fix
their remuneration
Special Business :
Investec plc
Ordinary Resolution
Directors` 313,529,846 150,697,673 1,017,506 Carried
authority to allot
shares and other
securities
Special Resolutions
Directors` 358,838,619 105,635,592 770,815 Carried
authority to allot
ordinary shares for
cash
Directors` 463,692,674 1,023,716 528,636 Carried
authority to
purchase ordinary
shares
Ordinary
Resolutions
Political Donations 455,855,725 8,637,602 751,699 Carried
Increase in share 442,025,433 22,446,065 773,528 Carried
capital: Number of
ordinary shares
Increase in share 462,398,938 2,057,222 788,866 Carried
capital: Number of
special converting
shares
Special Resolution
Amendments to the 464,433,563 19,597 791,866 Carried
Articles of
Association
Document regarding Resolutions passed at the AGM on 13 August
2009:
Two copies of all resolutions passed as special business at the
AGM on 13 August 2009 have, pursuant to Listing Rule 9.6.2, been
submitted to the FSA and will shortly be made available via the
FSA`s document viewing facility, situated at the Document
Disclosure Team, UK Listing Authority, Financial Services
Authority, 25 North Colonnade, Canary Wharf, London E14 5HS.
David Miller Benita
Coetsee
Company Secretary Company Secretary
Investec plc Investec Limited
APPENDIX A
INVESTEC LIMITED INVESTEC PLC
FOR AGAINST Abstain FOR AGAINST Abstain
RES:001 135,311,670 22,741,158 167,623 210,005,675 55,155,499 27,839,300
RES:002 156,719,802 1,333,026 167,623 278,464,736 11,602,382 2,933,355
RES:003 101,025,928 57,026,900 167,623 180,064,647 74,742,447 38,193,380
RES:004 156,841,448 1,211,380 167,623 291,344,726 1,296,408 359,341
RES:005 158,052,828 0 167,623 292,277,336 363,798 359,341
RES:006 135,311,670 22,741,158 167,623 210,080,661 55,080,513 27,839,300
RES:007 158,052,828 0 167,623 292,639,590 1,304 359,581
RES:008 149,973,503 113,273 8,133,675 292,446,763 138,877 414,835
RES:009 157,788,721 0 431,730 289,730,129 2,905,641 364,704
RES:010 152,908,661 0 5,311,790 289,552,829 389,432 3,058,214
RES:011 152,908,661 0 5,311,790 289,549,254 389,682 3,061,539
RES:012 158,052,828 0 167,623 292,636,692 5,190 358,593
RES:013 157,732,491 320,337 167,623 289,758,131 174,348 3,067,995
RES:014 157,732,491 320,337 167,623 288,758,131 174,348 3,067,995
RES:015 116,239,093 41,563,021 418,337 229,575,734 63,053,625 371,116
RES:016 155,573,905 2,228,209 418,337 265,720,825 26,908,534 371,116
RES:017 156,902,861 869,713 447,877 286,705,964 5,034,075 1,260,436
RES:018 116,246,866 41,562,748 410,837 229,690,906 60,407,753 2,901,816
RES:019 155,768,989 2,040,625 410,837 265,708,251 24,390,548 2,901,676
RES:020 157,514,295 538,533 167,623 291,885,279 753,610 361,586
RES:021 157,128,581 681,033 410,837 288,506,833 4,130,951 362,691
RES:022 157,582,322 227,097 411,032 288,369,031 4,261,055 370,389
RES:023 157,574,822 227,097 418,532 288,763,429 3,866,657 370,389
RES:024 157,801,919 0 418,532 290,075,047 2,557,012 368,416
RES:025 157,801,919 0 418,532 292,621,355 10,704 368,416
RES:026 123,738,612 34,063,307 418,532 264,178,984 28,450,677 370,814
RES:027 157,801,919 0 418,532 292,620,782 10,704 368,989
RES:028 157,801,919 0 418,532 292,626,382 5,704 368,389
RES:029 149,973,503 113,273 8,133,675 292,371,637 214,003 414,835
RES:030 158,045,328 0 175,123 289,653,638 2,982,132 364,704
RES:031 152,908,661 1,412,781 3,899,009 289,557,815 2,195,093 1,247,567
RES:032 158,052,828 0 167,623 292,646,417 190 353,868
RES:033 157,732,491 320,337 167,623 289,757,631 174,848 3,067,995
RES:034 98,632,145 59,177,469 410,837 200,875,401 91,518,404 606,669
RES:035 112,721,515 45,088,099 410,837 232,094,804 60,545,693 359,978
RES:036 158,052,555 273 167,623 291,617,819 1,021,643 361,013
RES:037 151,122,925 6,853,303 244,223 290,709,200 1,783,799 507,476
RES:038 153,844,126 3,965,488 410,837 274,157,207 18,480,577 362,691
RES:039 157,598,574 203,540 418,337 290,776,264 1,853,682 370,529
RES:040 157,788,721 13,393 418,337 292,620,742 6,204 373,529
13 August 2009
Sponsor: Investec Bank Limited
Date: 13/08/2009 16:00:06 Produced by the JSE SENS Department.
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