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INL INP
INL INP
INL/INP - Investec Limited/Investec plc - Annual General Meetings of Investec
Limited and Investec plc ("AGM")
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 and Investec Limited were both held
on 04 August 2011. The final proxy positions for each company are 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.
Votes For Votes Votes Result
Against Abstain
RESULT
RESOLUTION
Common
Business:
Investec plc
and Investec
Limited
To re-elect 404,524,146 57,762,810 29,436,293 Carried
Samuel 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 the
Memorandum of
Incorporation
of Investec
Limited.
To re-elect 458,266,117 32,380,013 1,077,120 Carried
George
Francis
Onslow Alford
as a director
of Investec
plc and
Investec
Limited in
accordance
with the
provisions of
the Articles
of
Association
of Investec
plc and the
Memorandum of
Incorporation
of Investec
Limited.
To re-elect 487,286,492 3,976,717 460,041 Carried
Glynn Robert
Burger as a
director of
Investec plc
and Investec
Limited in
accordance
with the
provisions of
the Articles
of
Association
of Investec
plc and the
Memorandum of
Incorporation
of Investec
Limited.
To re-elect 490,629,747 633,462 460,041 Carried
Cheryl Ann
Carolus as a
director of
Investec plc
and Investec
Limited in
accordance
with the
provisions of
the Articles
of
Association
of Investec
plc and the
Memorandum of
Incorporation
of Investec
Limited.
To re-elect 490,856,636 405,090 461,524 Carried
Peregrine
Kenneth
Oughton
Crosthwaite
as a director
of Investec
plc and
Investec
Limited in
accordance
with the
provisions of
the Articles
of
Association
of Investec
plc and the
Memorandum of
Incorporation
of Investec
Limited.
To re-elect 482,663,650 7,981,419 1,078,181 Carried
Bradley Fried
as a director
of Investec
plc and
Investec
Limited in
accordance
with the
provisions of
the Articles
of
Association
of Investec
plc and the
Memorandum of
Incorporation
of Investec
Limited.
To re-elect 490,857,119 405,090 461,041 Carried
Haruko
Fukuda, OBE
as a director
of Investec
plc and
Investec
Limited in
accordance
with the
provisions of
the Articles
of
Association
of Investec
plc and the
Memorandum of
Incorporation
of Investec
Limited.
To re-elect 447,398,726 41,774,159 2,550,365 Carried
Hugh 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 the
Memorandum of
Incorporation
of Investec
Limited.
To re-elect 487,249,090 4,014,119 460,041 Carried
Bernard
Kantor as a
director of
Investec plc
and Investec
Limited in
accordance
with the
provisions of
the Articles
of
Association
of Investec
plc and the
Memorandum of
Incorporation
of Investec
Limited.
To re-elect 473,516,026 14,137,328 4,069,896 Carried
Ian 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 the
Memorandum of
Incorporation
of Investec
Limited.
To re-elect 487,286,654 3,976,555 460,041 Carried
Stephen
Koseff as a
director of
Investec plc
and Investec
Limited in
accordance
with the
provisions of
the Articles
of
Association
of Investec
plc and the
Memorandum of
Incorporation
of Investec
Limited.
To re-elect 478,224,547 12,421,583 1,077,120 Carried
Mangalani
Peter
Malungani as
a director of
Investec plc
and Investec
Limited in
accordance
with the
provisions of
the Articles
of
Association
of Investec
plc and the
Memorandum of
Incorporation
of Investec
Limited.
To re-elect 474,572,753 16,688,973 461,524 Carried
Sir 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 the
Memorandum of
Incorporation
of Investec
Limited.
To re-elect 371,354,328 90,932,628 29,436,293 Carried
Peter 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 the
Memorandum of
Incorporation
of Investec
Limited.
To re-elect 478,099,507 12,546,623 1,077,120 Carried
Fani Titi as
a director of
Investec plc
and Investec
Limited in
accordance
with the
provisions of
the Articles
of
Association
of Investec
plc and the
Memorandum of
Incorporation
of Investec
Limited.
To re-elect 480,561,875 10,474,851 686,524 Carried
Hendrik
Jacobus du
Toit, whose
appointment
as a director
terminates at
the end of
the Annual
General
Meetings of
Investec plc
and Investec
Limited
convened for
04 August
2011, as a
director of
Investec plc
and Investec
Limited in
accordance
with the
provisions of
the Articles
of
Association
of Investec
plc and the
Memorandum of
Incorporation
of Investec
Limited.
To re-elect 488,708,298 2,553,911 461,041 Carried
Olivia
Catherine
Dickson,
whose
appointment
as a director
terminates at
the end of
the Annual
General
Meetings of
Investec plc
and Investec
Limited
convened for
04 August
2011, as a
director of
Investec plc
and Investec
Limited in
accordance
with the
provisions of
the Articles
of
Association
of Investec
plc and the
Memorandum of
Incorporation
of Investec
Limited.
To approve 370,438,087 117,780,244 3,504,919 Carried
the Dual
Listed
Companies
(DLC)
Remuneration
Report for
the year
ended 31
March 2011.
To approve 486,709,130 429,855 4,584,265 Carried
the Dual
Listed
Companies
(DLC) Audit
Committee
Report for
the year
ended 31
March 2011.
Directors` 490,056,803 3,356 1,663,091 Carried
authority to
take action
in respect of
the
resolutions
Ordinary
Business:
Investec
Limited
To receive 490,665,434 580,540 477,276 Carried
and adopt the
audited
financial
statements of
Investec
Limited for
the year
ended 31
March 2011,
together with
the reports
of the
directors of
Investec
Limited and
of the
auditors of
Investec
Limited.
To sanction 491,245,527 14 477,709 Carried
the interim
dividend paid
by Investec
Limited on
the ordinary
shares in
Investec
Limited for
the 6 (six)
month period
ended 30
September
2010.
To sanction 491,240,474 3,347 479,429 Carried
the 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
2010.
Subject to 491,189,333 53,226 458,191 Carried
the passing
of resolution
no. 37 to
declare a
final
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 2011 of
an amount
equal to that
recommended
by the
directors of
Investec
Limited.
To re-appoint 489,434,225 1,247,148 1,041,877 Carried
Ernst & Young
Inc. of Ernst
& Young
House,
Wanderers
Office Park,
52 Corlett
Drive,
Illovo, 2196
South Africa
(Private Bag
X14,
Northlands,
2116 South
Africa) as
joint
auditors and
Farouk
Mohideen, as
the
registered
auditor
responsible
for the
audit, of
Investec
Limited to
hold office
until the
conclusion of
the Annual
General
Meeting of
Investec
Limited to be
held in 2012
and to
authorise the
directors of
Investec
Limited to
fix their
remuneration.
To re-appoint 490,329,968 916,006 477,276 Carried
KPMG Inc. of
85 Empire
Road,
Parktown,
2193 South
Africa
(Private Bag
9, Parkview,
2122 South
Africa) as
joint
auditors and
Gavin Leslie
de Lange, as
the
registered
auditor
responsible
for the
audit, of
Investec
Limited to
hold office
until the
conclusion of
the Annual
General
Meeting of
Investec
Limited to be
held in 2012
and to
authorise the
directors of
Investec
Limited to
fix their
remuneration.
Special
Business:
Investec
Limited
Ordinary
Resolutions
Placing 5% of 334,369,218 156,857,638 496,394 Carried
the unissued
ordinary
shares under
the control
of the
directors
Placing 5% of 338,256,985 152,967,647 498,618 Carried
the unissued
class "A"
variable rate
compulsorily
convertible
non-
cumulative
preference
shares under
the control
of the
directors
Placing the 381,705,411 109,518,987 498,852 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` 332,942,604 158,296,552 484,094 Not
authority to Carried
allot and
issue
ordinary
shares for
cash in
respect of 5%
of the
unissued
ordinary
shares
Directors` 351,965,878 139,271,795 485,577 Not
authority to Carried
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
non-
cumulative
preference
shares
Special
Resolutions
Directors` 480,582,804 9,889,158 1,251,288 Carried
authority to
acquire
ordinary
shares and
perpetual
preference
shares
Financial 455,145,080 35,075,219 1,502,951 Carried
Assistance
Non-executive 480,059,023 10,982,389 681,838 Carried
directors`
remuneration
Investec plc
Ordinary
Business:
Investec plc
To receive 490,912,794 355,680 454,776 Carried
and adopt the
audited
financial
statements of
Investec plc
for the year
ended 31
March 2011,
together with
the reports
of the
directors of
Investec plc
and of the
auditors of
Investec plc.
To sanction 491,246,575 21,466 455,209 Carried
the interim
dividend paid
by Investec
plc on the
ordinary
shares in
Investec plc
for the 6
(six) month
period ended
30 September
2010.
Subject to 491,243,591 24,450 455,209 Carried
the passing
of resolution
no. 24 to
declare a
final
dividend on
the ordinary
shares in
Investec plc
for the year
ended
31 March 2011
of an amount
equal to that
recommended
by the
directors of
Investec plc.
To re-appoint 489,456,292 1,247,581 1,019,377 Carried
Ernst & Young
LLP of 1 More
London Place,
London, SE1
2AF, as
auditors of
Investec plc
to hold
office until
the
conclusion of
the Annual
General
Meeting of
Investec plc
to be held in
2012 and to
authorise the
directors of
Investec plc
to fix their
remuneration.
Special
Business:
Investec plc
Ordinary
Resolution
Directors` 305,192,888 186,070,086 460,276 Carried
authority to
allot shares
and other
securities
Special
Resolutions
Directors` 333,520,809 157,738,565 463,876 Not
authority to Carried
allot
ordinary
shares for
cash
Directors` 485,522,160 437,508 5,763,582 Carried
authority to
purchase
ordinary
shares
Directors` 490,993,905 76,991 652,354 Carried
authority to
purchase
preference
shares
Ordinary
Resolution
Political 469,763,614 20,483,781 1,475,855 Carried
donations
Document regarding Resolutions passed at the AGM on 04 August 2011:
Copies of all resolutions passed as special business at the AGM on 04 August
2011 have, pursua
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