| Fri 12 Aug 2005, 12:47 | | Investec Limited/Investec plc - Investec plc Annua |
|
Investec Limited
(Incorporated in the Republic of South Africa)
(Reg no: 1925/002833/06)
Share code: INL
ISIN code: ZAE000040531
Investec plc
(Incorporated in the United Kingdom)
(Registration number: 363621)
Share code: INP
ISIN: GB0031773103
Investec plc Annual General Meeting - Investec Ltd Annual General Meeting
We advise the following results of the business conducted at the meetings of
shareholders of Investec Ltd ("Ltd") and Investec plc ("plc") both held on 11
August 2005.
The final proxy positions for each company is detailed in the Appendix. As
required by the Dual Listed Company ("DLC") Structure, a poll was conducted on
each of the proposed resolutions. Because of the nature of that structure, the
poll results for each company on the further Joint Electorate Actions are
identical.
The poll results were:
Votes For Votes Votes Result
Against Abstain
VOTES FOR VOTES VOTES RESULT
AGAINST ABSTAIN
RESOLUTION
Investec Limited
Ordinary Business
: Ordinary
Resolutions
To receive and 73,171,926 25,936 1,977,359 Carried
adopt the audited
financial
statements of
Investec Limited
for the year ended
31 March 2005
together with the
reports of the
directors of
Investec Limited
and of the
auditors of
Investec Limited.
To determine, 72,854,668 354,584 1,965,968 Carried
ratify and approve
the remuneration
of the directors
of Investec
Limited for the
year ended 31
March 2005
To sanction the 74,290,728 0 884,493 Carried
interim dividend
paid by Investec
Limited on the
ordinary shares in
Investec Limited
for the six month
period ended 30
September 2004
To sanction the 74,290,728 0 884,493 Carried
interim dividend
paid by Investec
Limited on the SA
DAS share for the
six month period
ended 30 September
2004
To declare a final 74,290,728 0 884,493 Carried
dividend on the
ordinary shares of
Investec Limited
for the year ended
31 March 2005
To declare a final 74,290,728 0 884,493 Carried
dividend on the SA
DAS share of
Investec Limited
for the year ended
31 March 2005
To re-elect 74,527,703 9,700 637,818 Carried
Geoffrey Michael
Thomas Howe as a
director of
Investec Limited
and Investec plc.
1
To re-elect Haruko 74,527,699 9,700 637,822 Carried
Fukuda OBE as a
director of
Investec Limited
and Investec plc.
1
To re-elect Sir 74,527,256 10,143 637,822 Carried
John Chippendale
Lindley Keswick as
a director of
Investec Limited
and Investec plc.
1
To re-elect 72,912,516 146,930 2,115,774 Carried
Mangalani Peter
Malungani as a
director of
Investec Limited
and Investec plc.
1
To re-elect Peter 73,988,476 355,829 830,916 Carried
Richard Suter
Thomas as a
director of
Investec Limited
and Investec plc.
1
To re-elect Cheryl 74,527,703 9,700 637,818 Carried
Ann Carolus as a
director of
Investec Limited
and Investec plc.
1
To reappoint Ernst 73,539,253 266,016 1,369,951 Carried
& Young CA(SA) and
KPMG Inc. as
auditors of
Investec Limited
and to authorise
the directors of
Investec Limited
to fix the
remuneration of
the auditors
Special Business:
Ordinary
Resolutions
To place the 70,453,501 3,702,496 1,019,224 Carried
authorised but
unissued ordinary
shares of Investec
Limited under the
control of the
directors of
Investec Limited
To place the 73,177,344 965,983 1,031,894 Carried
authorised but
unissued shares
(excluding the
ordinary shares)
of Investec
Limited under the
control of the
directors of
Investec Limited
General authority 69,260,129 4,806,021 1,109,071 Carried
to issue shares in
Investec Limited
for cash
Special Business:
Special
Resolutions
Authority for 73,663,668 350,028 1,161,524 Carried
acquisition of own
shares by Investec
Limited
Ordinary Business:
Investec plc
To receive and 74,056,285 25,930 1,093,006 Carried
adopt the audited
financial
statements for the
year ended 31
March 2005 and
reports of the
directors and
auditors of
Investec plc
To approve the 73,906,947 341,932 926,341 Carried
Remuneration
Report of Investec
plc
To sanction the 75,175,081 0 140 Carried
interim dividend
paid by Investec
plc on the
ordinary shares in
Investec plc for
the six month
period ended 30
September 2004
To declare a final 75,175,077 0 144 Carried
dividend on the
ordinary shares of
Investec plc for
the year ended 31
March 2005
To reappoint Ernst 74,102,860 266,012 806,348 Carried
& Young LLP as
auditors of
Investec plc and
to authorise the
directors of
Investec plc to
fix their
remuneration
Special Business:
Investec plc
Investec plc 63,242,264 11,295,839 637,118 Carried
Section 80
authority -
ordinary shares
Investec plc 74,060,858 519,224 595,139 Carried
Section 89
disapplication
Authority for 75,155,266 8,540 11,415 Carried
market purchases
of shares by
Investec plc
Increase in the 74,907,645 156,769 110,807 Carried
authorised share
capital of
Investec plc by
the creation of
1,000,000 non-
cumulative
perpetual
preference shares
Adoption of the 74,907,556 156,843 110,822 Carried
new Articles of
Association of
Investec plc
Investec plc 74,270,746 156,843 747,632 Carried
Section 80
authority -
preference shares
(1) These results are an aggregation of the results of the voting on
Resolutions 7 to 12 in the Investec Limited notice and Resolutions 16 to 21 in
the Investec plc Notice re-appointing G M T Howe, H Fukuda, Sir Chips Keswick, M
P Malungani, P R S Thomas and C A Carolus as directors of Investec Limited and
Investec plc respectively. The Board has determined that these resolutions are
equivalent in nature and effect and accordingly serve to re-appoint those
directors to the Boards of both Investec Limited and Investec plc.
Richard John Vardy Selwyn Noik
Company Secretary Company Secretary
Investec plc Investec Limited
APPENDIX A
Investec Investec
Limited plc
To receive and adopt the
audited financial
statements of Investec
Limited for the year ended
31 March 2005 together
with the reports of the
directors of Investec
Limited and of the
auditors of Investec
Limited.
Total number of proxy 28,417,928 45,519,026
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,417,858 43,514,356
the resolution
Was to vote 0 25,936
against the
resolution
Was to abstain on 70 1,977,289
the resolution
May vote at the N/A 1,445
proxy's discretion
To determine, ratify and
approve the remuneration
of the directors of
Investec Limited for the
year ended 31 March 2005
Total number of proxy 28,417,928 45,519,145
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,171,465 43,443,492
the resolution
Was to vote 1,615 352,968
against the
resolution
Was to abstain on 244,848 1,721,120
the resolution
May vote at the N/A 1,565
proxy's discretion
To sanction the interim
dividend paid by Investec
Limited on the ordinary
shares in Investec Limited
for the six month period
ended 30 September 2004
Total number of proxy 28,417,928 45,519,026
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,417,858 44,633,158
the resolution
Was to vote 0 0
against the
resolution
Was to abstain on 70 884,423
the resolution
May vote at the N/A 1,445
proxy's discretion
To sanction the interim
dividend paid by Investec
Limited on the SA DAS
share for the six month
period ended 30 September
2004
Total number of proxy 28,417,928 45,519,026
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,417,858 44,633,158
the resolution
Was to vote 0 0
against the
resolution
Was to abstain on 70 884,423
the resolution
May vote at the N/A 1,445
proxy's discretion
To declare a final
dividend on the ordinary
shares of Investec Limited
for the year ended 31
March 2005
Total number of proxy 28,417,928 45,519,026
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,417,858 44,633,158
the resolution
Was to vote 0 0
against the
resolution
Was to abstain on 70 884,423
the resolution
May vote at the N/A 1,445
proxy's discretion
To declare a final
dividend on the SA DAS
share of Investec Limited
for the year ended 31
March 2005
Total number of proxy 28,417,928 45,519,026
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,417,858 44,633,158
the resolution
Was to vote 0 0
against the
resolution
Was to abstain on 70 884,423
the resolution
May vote at the N/A 1,445
proxy's discretion
To re-elect Geoffrey
Michael Thomas Howe as a
director of Investec
Limited
Total number of proxy 28,417,928 N/A
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,182,744 N/A
the resolution
Was to vote 0 N/A
against the
resolution
Was to abstain on 235,184 N/A
the resolution
May vote at the N/A N/A
proxy's discretion
To re-elect Haruko Fukuda
OBE as a director of
Investec Limited
Total number of proxy 28,417,928 N/A
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,182,740 N/A
the resolution
Was to vote 0 N/A
against the
resolution
Was to abstain on 235,188 N/A
the resolution
May vote at the N/A N/A
proxy's discretion
To re-elect Sir John
Chippendale Lindley
Keswick as a director of
Investec Limited
Total number of proxy 28,417,928 N/A
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,182,740 N/A
the resolution
Was to vote 0 N/A
against the
resolution
Was to abstain on 235,188 N/A
the resolution
May vote at the N/A N/A
proxy's discretion
To re-elect Mangalani
Peter Malungani as a
director of Investec
Limited
Total number of proxy 28,417,928 N/A
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,167,740 N/A
the resolution
Was to vote 0 N/A
against the
resolution
Was to abstain on 250,188 N/A
the resolution
May vote at the N/A N/A
proxy's discretion
To re-elect Peter Richard
Suter Thomas as a director
of Investec Limited
Total number of proxy 28,417,928 N/A
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,156,468 N/A
the resolution
Was to vote 11,272 N/A
against the
resolution
Was to abstain on 250,188 N/A
the resolution
May vote at the N/A N/A
proxy's discretion
To re-elect Cheryl Ann
Carolus as a director of
Investec Limited
Total number of proxy 28,417,928 N/A
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,182,744 N/A
the resolution
Was to vote 0 N/A
against the
resolution
Was to abstain on 235,184 N/A
the resolution
May vote at the N/A N/A
proxy's discretion
To reappoint Ernst & Young
CA(SA) and KPMG Inc. as
auditors of Investec
Limited and to authorise
the directors of Investec
Limited to fix the
remuneration of the
auditors
Total number of proxy 28,417,928 45,519,025
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,008,428 44,291,113
the resolution
Was to vote 174,316 91,700
against the
resolution
Was to abstain on 235,184 1,134,767
the resolution
May vote at the N/A 1,445
proxy's discretion
Special Business :
Ordinary Resolutions
To place the authorised
but unissued ordinary
shares of Investec Limited
under the control of the
directors of Investec
Limited
Total number of proxy 28,417,928 45,519,026
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 26,498,221 42,715,568
the resolution
Was to vote 1,919,637 1,782,859
against the
resolution
Was to abstain on 70 1,019,154
the resolution
May vote at the N/A 1,445
proxy's discretion
To place the authorised
but unissued shares
(excluding the ordinary
shares) of Investec
Limited under the control
of the directors of
Investec Limited
Total number of proxy 28,417,928 45,519,026
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 27,772,614 44,165,018
the resolution
Was to vote 645,244 320,739
against the
resolution
Was to abstain on 70 1,031,824
the resolution
May vote at the N/A 1,445
proxy's discretion
General authority to issue
shares in Investec Limited
for cash
Total number of proxy 28,417,931 45,519,026
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 26,502,206 41,518,214
the resolution
Was to vote 1,904,380 2,901,641
against the
resolution
Was to abstain on 11,345 1,097,726
the resolution
May vote at the N/A 1,445
proxy's discretion
Special Business : Special
Resolutions
Authority for acquisition
of own shares by Investec
Limited
Total number of proxy 28,417,928 45,518,225
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,409,588 44,014,368
the resolution
Was to vote 8,270 341,758
against the
resolution
Was to abstain on 70 1,161,454
the resolution
May vote at the N/A 645
proxy's discretion
Investec plc: Ordinary
Business
To receive and adopt the
audited financial
statements for the year
ended 31 March 2005 and
reports of the directors
and auditors of Investec
plc
Total number of proxy 28,417,928 45,518,226
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,417,858 44,398,715
the resolution
Was to vote 0 25,930
against the
resolution
Was to abstain on 70 1,092,936
the resolution
May vote at the N/A 645
proxy's discretion
To approve the
Remuneration Report of
Investec plc
Total number of proxy 28,417,928 45,518,225
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,246,595 44,420,641
the resolution
Was to vote 0 341,931
against the
resolution
Was to abstain on 171,333 755,008
the resolution
May vote at the N/A 645
proxy's discretion
To sanction the interim
dividend paid by Investec
plc on the ordinary shares
in Investec plc for the
six month period ended 30
September 2004
Total number of proxy 28,417,928 45,518,226
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,417,858 45,517,511
the resolution
Was to vote 0 0
against the
resolution
Was to abstain on 70 70
the resolution
May vote at the N/A 645
proxy's discretion
To declare a final
dividend on the ordinary
shares of Investec plc for
the year ended 31 March
2005
Total number of proxy 28,417,928 45,518,226
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,417,854 45,517,511
the resolution
Was to vote 0 0
against the
resolution
Was to abstain on 74 70
the resolution
May vote at the N/A 645
proxy's discretion
To re-elect Geoffrey
Michael Thomas Howe as a
director of Investec plc
Total number of proxy 45,518,226
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for N/A 45,105,247
the resolution
Was to vote N/A 9,700
against the
resolution
Was to abstain on N/A 402,634
the resolution
May vote at the N/A 645
proxy's discretion
To re-elect Haruko Fukuda
OBE as a director of
Investec plc
Total number of proxy 45,518,226
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for N/A 45,105,247
the resolution
Was to vote N/A 9,700
against the
resolution
Was to abstain on N/A 402,634
the resolution
May vote at the N/A 645
proxy's discretion
To re-elect Sir John
Chippendale Lindley
Keswick as a director of
Investec plc
Total number of proxy 45,518,226
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for N/A 45,104,804
the resolution
Was to vote N/A 10,143
against the
resolution
Was to abstain on N/A 402,634
the resolution
May vote at the N/A 645
proxy's discretion
To re-elect Mangalani
Peter Malungani as a
director of Investec plc
Total number of proxy 46,000,640
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for N/A 43,505,064
the resolution
Was to vote N/A 146,930
against the
resolution
Was to abstain on N/A 1,865,586
the resolution
May vote at the N/A 483,060
proxy's discretion
To re-elect Peter Richard
Suter Thomas as a director
of Investec plc
Total number of proxy 46,000,641
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for N/A 44,592,296
the resolution
Was to vote N/A 344,557
against the
resolution
Was to abstain on N/A 580,728
the resolution
May vote at the N/A 483,060
proxy's discretion
To re-elect Cheryl Ann
Carolus as a director of
Investec plc
Total number of proxy 46,000,641
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for N/A 45,105,247
the resolution
Was to vote N/A 9,700
against the
resolution
Was to abstain on N/A 402,634
the resolution
May vote at the N/A 483,060
proxy's discretion
To reappoint Ernst & Young
LLP as auditors of
Investec plc and to
authorise the directors of
Investec plc to fix their
remuneration
Total number of proxy 28,417,928 46,000,640
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,008,432 44,854,716
the resolution
Was to vote 174,312 91,700
against the
resolution
Was to abstain on 235,184 571,164
the resolution
May vote at the N/A 483,060
proxy's discretion
Special Business: Ordinary
Resolutions
Investec plc Section 80
authority - ordinary
shares
Total number of proxy 46,000,641
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 23,899,515 38,103,037
the resolution
Was to vote 4,347,084 6,948,755
against the
resolution
Was to abstain on 171,329 465,789
the resolution
May vote at the N/A 483,060
proxy's discretion
Special Business : Special
Resolutions
Investec plc Section 89
disapplication
Total number of proxy 28,417,928 46,000,641
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,054,687 44,766,459
the resolution
Was to vote 191,908 327,316
against the
resolution
Was to abstain on 171,333 423,806
the resolution
May vote at the N/A 483,060
proxy's discretion
Authority for market
purchases of shares by
Investec plc
Total number of proxy 28,417,928 46,000,641
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,398,313 45,517,241
the resolution
Was to vote 8,270 270
against the
resolution
Was to abstain on 11,345 70
the resolution
May vote at the N/A 483,060
proxy's discretion
Ordinary Resolution
Increase in the authorised
share capital of Investec
plc by the creation of
1,000,000 non-cumulative
perpetual preference
shares
Total number of proxy 28,417,928 46,000,641
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,342,728 45,325,205
the resolution
Was to vote 75,130 81,639
against the
resolution
Was to abstain on 70 110,737
the resolution
May vote at the N/A 483,060
proxy's discretion
Special Resolution
Adoption of the new
Articles of Association of
Investec plc
Total number of proxy 28,417,928 46,000,641
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,342,650 45,325,194
the resolution
Was to vote 75,204 81,639
against the
resolution
Was to abstain on 74 110,748
the resolution
May vote at the N/A 483,060
proxy's discretion
Ordinary Resolution
Investec plc Section 80
authority - preference
shares
Total number of proxy 28,417,928 46,000,641
votes exercisable by all
proxies validly appointed
Total number of proxy
votes in respect of which
the appointments specified
that the proxy-
Was to vote for 28,171,395 44,859,639
the resolution
Was to vote 75,204 81,639
against the
resolution
Was to abstain on 171,329 576,303
the resolution
May vote at the N/A 483,060
proxy's discretion
Date: 12/08/2005 12:31:36 PM Produced by the JSE SENS Department
