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Investec - Results of the General Meeting and Extraordinary General Meeting
Investec Limited/
Incorporated in the Republic of South Africa
Registration number 1925/002833/06
JSE share code: INL
ISIN: ZAE000040531
Investec plc
Incorporated in England and Wales
Registration number 3633621
JSE share code: INP
ISIN: GB0031773103
(jointly "Investec")
RESULTS OF THE INVESTEC LIMITED GENERAL MEETING AND
THE INVESTEC PLC EXTRAORDINARY GENERAL MEETING
1. RESULTS OF THE INVESTEC LIMITED GENERAL MEETING AND THE INVESTEC PLC
EXTRAORDINARY GENERAL MEETING
Shareholders are advised that at the General Meeting of Investec Limited and the
Extraordinary General Meeting of Investec plc held on Monday, 14 November 2005,
the special and ordinary resolutions required to give effect to:
- an odd-lot offer to Investec Members ("the Odd-lot Offer");
- amendments to the takeover provisions contained in the articles of
association of Investec Limited and Investec plc; and
- the adoption of a new Incentive Plan by Investec plc, which were detailed
in the Circular dated 20 October 2005, were duly passed by the required
majority of Investec Members. The special resolutions passed at the
Investec Limited General Meeting will be lodged with the South African
Registrar of Companies for registration.
2. RECORD DATE
The election period for the Odd-lot Offer will end at 12:00 (SA time) on Friday,
2 December 2005 and Odd-lot Holders who are recorded on one of the share
registers of Investec at the close of business on Friday, 2 December 2005 are
entitled to participate in the Odd-lot Offer.
3. LAST DAY TO TRADE
If you are an Investec Limited Odd-lot Holder, the last date to trade in order
to participate in the Odd-lot Offer will be Friday, 25 November 2005.
If you are an Investec plc Odd-lot Holder and hold your Investec plc Shares on
the South African branch register the last day to trade in order to participate
in the Investec plc Odd-lot Offer will be Friday, 25 November 2005.
If you are an Investec plc Odd-lot Holder and hold your Investec plc Shares on
the United Kingdom share register the last day to trade in order to participate
in the Investec plc Odd-lot Offer will be Tuesday, 29 November 2005.
4. ELECTION
Odd-lot Holders are reminded that if they fail to make an election in terms of
the Odd-lot Offer by 12:00 (SA time) on Friday, 2 December 2005, they will be
deemed to have sold their Odd-lot holdings to Investec (other than in respect of
members holding their shares via CREST). Their documents of title will no
longer be good for trading after Friday, 2 December 2005 and will have no value
other than to receive the proceeds of the sale of the shares upon surrender.
In respect of Investec Limited Odd-lot Holders and Investec plc Odd-lot Holders
who hold their Investec plc Shares on the South African branch share register,
forms of election are to reach the transfer secretaries by 12:00 (SA time) on
Friday, 2 December 2005.
In respect of Investec plc Odd-lot Holders who hold their Investec plc Shares on
the United Kingdom share register, forms of election are to reach the transfer
secretaries by 12:00 (UK time) on Friday, 2 December 2005.
5. FURTHER ANNOUNCEMENTS
An announcement containing the finalisation details of the Offer Price will be
published on SENS and RNS on Friday, 18 November 2005.
A further announcement detailing the results of the Investec Odd-lot Offer will
be published on SENS and RNS on Monday, 5 December 2005.
Johannesburg / London
14 November 2005
Financial adviser Lead sponsor in South Africa
Merrill Lynch International Merrill Lynch South Africa
Legal adviser in the UK Legal adviser in South Africa
Linklaters Jowell Glyn & Marais Inc.
Joint sponsor
Investec Bank Limited
Votes For Votes Votes Result
Against Abstain
VOTES FOR VOTES VOTES RESULT
AGAINST ABSTAIN
Investec Limited
Special Resolutions
Amendment to the Articles of 70,353,403 121,904 456,411 Carried
Association of Investec
Limited to permit Odd-lot
Offers
Authority to repurchase 70,353,566 104,430 473,722 Carried
shares pursuant to the Odd-
lot Offer
Ordinary Resolutions
Authority to make and 70,353,566 121,904 456,248 Carried
implement the Odd-lot Offer
Special Resolutions
Amendment to the Articles of 70,457,072 17,662 456,984 Carried
Association of Investec
Limited relating to the
takeover provisions
Ordinary Resolutions
Approval of authority to 68,419,458 1,384,082 1,128,178 Carried
establish new share plans
based on the new Incentive
Plan
Investec plc
Special Resolutions
Amendment to the Articles of 73,337,572 121,933 9,765 Carried
Association of Investec plc
to permit Odd-lot Offers
Authority to repurchase 73,327,872 131,633 9,765 Carried
shares pursuant to the Odd-
lot Offer
Ordinary Resolutions
Authority to make and 73,355,046 104,459 9,765 Carried
implement the Odd-lot Offer
Special Resolutions
Amendment to the Articles of 73,459,124 114 10,032 Carried
Association of Investec plc
relating to the takeover
provisions
Ordinary Resolutions
Approval of the new Incentive 71,559,376 1,504,822 405,072 Carried
Plan
Investec Investec
Limited plc
Amendment to the Articles of
Association of Investec
Limited to permit Odd-lot
Offers
Total number of proxy 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 the 31,923,820 41,361,127
resolution
Was to vote against 10,759 111,144
the resolution
Was to abstain on the 67 456,344
resolution
May vote at the N/A 852,226
proxy"s discretion
Authority to repurchase
shares pursuant to the Odd-
lot Offer
Total number of proxy 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 the 31,923,820 41,268,185
resolution
Was to vote against 10,759 93,670
the resolution
Was to abstain on the 67 473,655
resolution
May vote at the N/A 852,226
proxy"s discretion
Authority to make and
implement the Odd-lot Offer
Total number of proxy 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 the 31,923,820 41,250,711
resolution
Was to vote against 10,759 111,144
the resolution
Was to abstain on the 67 456,181
resolution
May vote at the N/A 852,226
proxy"s discretion
Amendment to the Articles of
Association of Investec
Limited relating to the
takeover provisions
Total number of proxy 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 the 31,934,504 41,241,011
resolution
Was to vote against 74 17,587
the resolution
Was to abstain on the 68 456,916
resolution
May vote at the N/A 852,226
proxy"s discretion
Approval of authority to
establish new share plans
based on the new Incentive
Plan
Total number of proxy 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 the 31,923,775 39,472,630
resolution
Was to vote against 138 1,383,943
the resolution
Was to abstain on the 10,733 1,117,445
resolution
May vote at the N/A 852,226
proxy"s discretion
Amendment to the Articles of
Association of Investec plc
to permit Odd-lot Offers
Total number of proxy 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 the 31,914,544 37,499,208
resolution
Was to vote against 10,685 111,247
the resolution
Was to abstain on the 9,417 348
resolution
May vote at the N/A 1,183
proxy"s discretion
Authority to repurchase
shares pursuant to the Odd-
lot Offer
Total number of proxy 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 the 31,914,544 37,406,386
resolution
Was to vote against 10,685 120,947
the resolution
Was to abstain on the 9,417 348
resolution
May vote at the N/A 1,183
proxy"s discretion
Authority to make and
implement the Odd-lot Offer
Total number of proxy 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 the 31,914,544 37,406,386
resolution
Was to vote against 10,685 93,773
the resolution
Was to abstain on the 9,417 348
resolution
May vote at the N/A 1,183
proxy"s discretion
Amendment to the Articles of
Association of Investec plc
relating to the takeover
provisions
Total number of proxy 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 the 31,925,228 37,406,223
resolution
Was to vote against 113
the resolution
Was to abstain on the 9,418 614
resolution
May vote at the N/A 1,635
proxy"s discretion
Approval of the new Incentive
Plan
Total number of proxy 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 the 31,914,429 35,472,323
resolution
Was to vote against 9,482 1,495,339
the resolution
Was to abstain on the 10,735 394,337
resolution
May vote at the N/A 1,183
proxy"s discretion
Date: 15/11/2005 09:00:26 AM Produced by the JSE SENS Department
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