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INL INP
INL INP
Investec - Finalisation date relating to the subdivision of
ordinary shares
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
(collectively "Investec")
Finalisation date announcement relating to the subdivision of
Investec Limited and Investec plc ordinary shares
1. Results of the annual general meetings
Further to the announcement published on Friday, 30 June 2006,
Investec shareholders are advised that at the annual general
meetings of Investec Limited and Investec plc held on Thursday, 10
August 2006 ("the annual general meetings"), the special
resolutions relating to the subdivision of each Investec Limited
ordinary share of ZAR0.001 into five Investec Limited ordinary
shares of ZAR0.0002 each and each Investec plc ordinary share of
GBP0.001 into five Investec plc ordinary shares of GBP0.0002 each
("the subdivision") proposed at the annual general meetings were
approved by the requisite majority of Investec Limited and
Investec plc members. The special resolutions passed at the
Investec Limited annual general meeting have been lodged with the
South African Registrar of Companies for registration.
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
RESOLUTION
Common business :
Investec plc and
Investec Limited
To re-elect Bernard 72,639,977 114,383 542,307 Carried
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 Donn 69,369,741 180,073 3,746,853 Carried
Edward Jowell 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 70,890,637 323,519 2,082,511 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 69,418,474 131,390 3,746,803 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 Peter 60,626,780 8,004,146 4,665,741 Carried
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
To re-elect Sam Ellis 71,082,716 131,390 2,082,561 Carried
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 Stephen 72,639,977 112,687 544,003 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 David 72,639,774 112,807 544,086 Carried
Prosser, whose
appointment as a
director terminates
at the end of the
Annual General
Meetings of Investec
plc and Investec
Limited convened for
10 August 2006, 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.
Ordinary Business :
Investec Limited
To receive and adopt 71,289,912 9,700 1,997,055 Carried
the audited financial
statements of
Investec Limited for
the year ended 31
March 2006 together
with the reports of
the directors and
auditors of Investec
Limited
To determine, ratify 69,911,869 1,350,918 2,033,880 Carried
and approve the
remuneration of the
directors of Investec
Limited for the year
ended 31 March 2006
To sanction the 73,120,704 0 175,963 Carried
interim dividend paid
by Investec Limited
on the ordinary
shares in Investec
Limited for the six
month period ended 30
September 2005
To sanction the 73,120,704 0 175,963 Carried
interim dividend paid
by Investec Limited
on the dividend
access (South African
resident) SA DAS
redeemable preference
share for the six
month period ended 30
September 2005
To declare a final 73,121,864 0 174,803 Carried
dividend on the
ordinary shares in
Investec Limited for
the year ended 31
March 2006 of an
amount equal to that
recommended by the
directors of Investec
Limited.
To declare a final 73,121,611 0 175,056 Carried
dividend on the SA
DAS redeemable
preference share of
Investec Limited for
the year ended 31
March 2006 of an
amount equal to that
recommended by the
directors of Investec
Limited
To reappoint Ernst & 72,722,178 30,403 544,086 Carried
Young CA(SA) as
auditors of Investec
Limited and to
authorise the
directors of Investec
Limited to fix the
remuneration of the
auditors
To reappoint KPMG 72,717,895 34,686 544,086 Carried
Inc. as auditors of
Investec Limited and
to authorise the
directors of Investec
Limited to fix the
remuneration of the
auditors
Special Business :
Investec Limited
Ordinary Resolutions
To place 10% of the 67,666,038 5,381,437 249,192 Carried
unissued ordinary
shares of Investec
Limited under the
control of the
directors of Investec
Limited
To place 10% of the 69,363,392 3,717,145 216,130 Carried
unissued class "A"
variable rate
compulsorily
convertible non-
cumulative preference
shares of Investec
Limited under the
control of the
directors of Investec
Limited
To place the 69,363,392 3,717,283 215,992 Carried
remaining unissued
shares of Investec
Limited under the
control of the
directors of Investec
Limited
General authority to 66,054,899 5,473,571 1,768,197 Carried
allot and issue
ordinary shares of
Investec Limited for
cash
General authority to 69,492,923 3,587,924 215,820 Carried
allot and issue class
"A" variable rate
compulsorily
convertible non-
cumulative preference
shares of Investec
Limited for cash
Amendments to clause 72,900,121 0 396,546 Carried
4 of Appendix 1 of
The Investec Limited
Security Purchase
Scheme 2003 Trust
Deed
Amendments to clause 73,020,979 5,187 270,501 Carried
6.3 of Appendix 1 of
The Investec Limited
Security Purchase
Scheme 2003 Trust
Deed
Amendments to clause 72,900,121 0 396,546 Carried
1.19 of The Investec
Limited Security
Purchase Scheme 2003
Trust Deed
Special Resolutions
Authority for 71,389,392 1,732,472 174,803 Carried
acquisition of own
shares by Investec
Limited and its
subsidiaries
Subdivision of the 72,995,681 0 300,986 Carried
ordinary shares of
Investec Limited
Subdivision of the 72,863,658 132,023 300,986 Carried
class "A" variable
rate compulsorily
convertible non-
cumulative preference
shares of Investec
Limited
Subdivision of the 72,863,658 132,023 300,986 Carried
special convertible
redeemable preference
shares of Investec
Limited
Amendments to the 72,957,629 150,195 188,843 Carried
Memorandum of
Association of
Investec Limited
Ordinary Resolution
Authority to take 72,837,341 18,172 441,154 Carried
action in respect of
the resolutions of
Investec Limited
Investec plc
Ordinary Business :
Investec plc
To receive and adopt 71,270,497 28,403 1,997,767 Carried
the audited financial
statements of
Investec plc for the
year ended 31 March
2006 together with
the reports of the
directors and
auditors of Investec
plc.
To approve the 70,664,592 1,092,811 1,539,264 Carried
Remuneration Report
of Investec plc for
the year ended 31
March 2006
To sanction the 73,119,992 0 176,675 Carried
interim dividend paid
by Investec plc on
the ordinary shares
in Investec plc for
the six month period
ended 30 September
2005
To declare a final 73,102,449 18,703 175,515 Carried
dividend on the
ordinary shares in
Investec plc for the
year ended 31 March
2006 of an amount
equal to that
recommended by the
directors of Investec
plc
To re-appointed Ernst 73,086,466 34,686 175,515 Carried
& Young LLP as
auditors of Investec
plc and to authorise
the directors of
Investec plc to fix
the remuneration of
the auditors
Special Business :
Investec plc
Ordinary Resolutions
Investec plc Section 56,895,446 11,502,715 4,898,506 Carried
80 authority
Special Resolutions
Investec plc Section 69,808,097 3,143,231 345,339 Carried
89 disapplication of
Investec plc
Authority for market 72,768,493 352,521 175,653 Carried
purchases of shares
by Investec plc
Subdivision of 72,988,991 132,023 175,653 Carried
ordinary and special
converting shares of
Investec plc
Amendments to the 72,938,509 163,534 194,624 Carried
Articles of
Association of
Investec plc
Ordinary Resolutions
Directors" authority 72,853,513 2,000 441,154 Carried
to take action in
respect of the
resolutions of
Investec plc
2. Subdivision of shares
Assuming that the special resolutions relating to the subdivision
passed at the Investec Limited annual general meeting are
registered with the South African Registrar of Companies on or
before Friday, 25 August 2006, the last day to trade in Investec
Limited ordinary shares and Investec plc ordinary shares on the
South African branch register with a par value of ZAR0.001 each
will be Friday, 1 September 2006.
Trading on the London Stock Exchange and the JSE Limited will
commence in Investec Limited ordinary shares and Investec plc
ordinary shares with a par value of ZAR0.0002 and GBP0.0002 each
respectively under the new ISIN of ZAE000081949 in the case of
Investec Limited and GB00B17BBQ50 in the case of Investec plc, on
Monday, 4 September 2006.
Any changes to this timetable will be communicated to Investec
Limited and Investec plc shareholders through an announcement on
SENS and a RIS and in the South African press.
Investec shareholders holding certificated shares are reminded
that they should surrender their share certificates in accordance
with the instructions contained in the notice of annual general
meeting posted to shareholders on 30 June 2006.
Johannesburg
11 August 2006
Joint sponsor Lead sponsor in South Africa
Investec Bank Limited Merrill Lynch South Africa
Legal adviser in the UK Legal adviser in South Africa
Linklaters Jowell Glyn & Marais Inc.
Appendix
Investec Investec
Limited plc
Common business: Investec
plc and
Investec Limited
To re-elect 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 Investec Limited
Total number of proxy 30,967,091 42,215,761
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 30,797,248 41,666,963
the resolution
Was to vote 0 114,383
against the
resolution
Was to abstain on 169,843 372,464
the resolution
May vote at the 0 61,951
proxy"s
discretion
To re-elect Donn Edward
Jowell 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
Total number of proxy 30,967,091 42,215,761
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 30,791,148 38,402,827
the resolution
Was to vote 6,100 173,973
against the
resolution
Was to abstain on 169,843 3,577,010
the resolution
May vote at the 0 61,951
proxy"s
discretion
To re-elect 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 Investec Limited
Total number of proxy 30,967,091 42,215,761
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 30,797,248 39,917,503
the resolution
Was to vote 0 323,519
against the
resolution
Was to abstain on 169,843 1,912,668
the resolution
May vote at the 0 62,071
proxy"s
discretion
To re-elect 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 Investec Limited
Total number of proxy 30,967,091 42,215,761
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 30,797,248 38,445,460
the resolution
Was to vote 0 131,390
against the
resolution
Was to abstain on 169,843 3,576,960
the resolution
May vote at the 0 61,951
proxy"s
discretion
To re-elect 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
Investec Limited
Total number of proxy 30,967,091 42,215,761
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 29,081,913 31,293,590
the resolution
Was to vote 1,715,335 6,364,322
against the
resolution
Was to abstain on 169,843 4,495,898
the resolution
May vote at the 0 61,951
proxy"s
discretion
To re-elect Sam 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
Total number of proxy 30,967,091 42,215,761
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 30,797,248 40,109,582
the resolution
Was to vote 0 131,390
against the
resolution
Was to abstain on 169,843 1,912,718
the resolution
May vote at the 0 62,071
proxy"s
discretion
To re-elect 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 Investec Limited
Total number of proxy 30,967,091 42,215,761
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 30,797,248 41,666,963
the resolution
Was to vote 0 112,687
against the
resolution
Was to abstain on 169,843 374,160
the resolution
May vote at the 0 61,951
proxy"s
discretion
To re-elect Sir David
Prosser, whose
appointment as a director
terminates at the end of
the Annual General
Meetings of Investec plc
and Investec Limited
convened for 10 August
2006, 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.
Total number of proxy 30,967,091 42,215,761
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 30,797,248 41,666,760
the resolution
Was to vote 0 112,807
against the
resolution
Was to abstain on 169,843 374,243
the resolution
May vote at the 0 61,951
proxy"s
discretion
Ordinary Business :
Investec Limited
To receive and adopt the
audited financial
statements of Investec
Limited for the year
ended 31 March 2006
together with the reports
of the directors and
auditors of Investec
Limited
Total number of proxy 30,967,091 42,215,761
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 30,038,247 41,074,424
the resolution
Was to vote 0 9,700
against the
resolution
Was to abstain on 928,844 1,068,211
the resolution
May vote at the 0 63,426
proxy"s
discretion
To determine, ratify and
approve the remuneration
of the directors of
Investec Limited for the
year ended 31 March 2006
Total number of proxy 30,967,091 42,215,761
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 30,777,268 38,936,114
the resolution
Was to vote 14,968 1,319,425
against the
resolution
Was to abstain on 174,855 1,896,556
the resolution
May vote at the 0 63,666
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
2005
Total number of proxy 30,967,091 42,215,761
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 30,903,571 42,039,892
the resolution
Was to vote 0 0
against the
resolution
Was to abstain on 63,520 112,443
the resolution
May vote at the 0 63,426
proxy"s
discretion
To sanction the interim
dividend paid by Investec
Limited on the dividend
access (South African
resident) SA DAS
redeemable preference
share for the six month
period ended 30 September
2005
Total number of proxy 30,967,091 42,215,761
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 30,903,571 42,039,892
the resolution
Was to vote 0 0
against the
resolution
Was to abstain on 63,520 112,443
the resolution
May vote at the 0 63,426
proxy"s
discretion
To declare a final
dividend on the ordinary
shares in Investec
Limited for the year
ended 31 March 2006 of an
amount equal to that
recommended by the
directors of Investec
Limited.
Total number of proxy 30,967,091 42,215,761
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 30,903,571 42,041,052
the resolution
Was to vote 0 0
against the
resolution
Was to abstain on 63,520 111,283
the resolution
May vote at the 0 63,426
proxy"s
discretion
Special Business :
Ordinary Resolutions
To declare a final
dividend on the SA DAS
redeemable preference
share of Investec Limited
for the year ended 31
March 2006 of an amount
equal to that recommended
by the directors of
Investec Limited
Total number of proxy 30,967,091 42,215,761
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 30,903,318 42,040,932
the resolution
Was to vote 0 0
against the
resolution
Was to abstain on 63,773 111,283
the resolution
May vote at the 0 63,546
proxy"s
discretion
To reappoint Ernst &
Young CA(SA) as auditors
of Investec Limited and
to authorise the
directors of Investec
Limited to fix the
remuneration of the
auditors
Total number of proxy 30,967,091 42,215,761
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 30,797,248 41,747,689
the resolution
Was to vote 0 30,403
against the
resolution
Was to abstain on 169,843 374,243
the resolution
May vote at the 0 63,426
proxy"s
discretion
To reappoint 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 30,967,091 42,215,761
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 30,797,248 41,743,406
the resolution
Was to vote 0 34,686
against the
resolution
Was to abstain on 169,843 374,243
the resolution
May vote at the 0 63,426
proxy"s
discretion
Special Business :
Investec Limited
Ordinary Resolutions
To place 10% of the
unissued ordinary shares
of Investec Limited under
the control of the
directors of Investec
Limited
Total number of proxy 30,967,091 42,215,761
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 29,011,080 38,440,186
the resolution
Was to vote 1,917,583 3,463,854
against the
resolution
Was to abstain on 38,428 248,295
the resolution
May vote at the 0 63,426
proxy"s
discretion
Investec plc: Ordinary
Business
To place 10% of the
unissued class "A"
variable rate
compulsorily convertible
non-cumulative preference
shares of Investec
Limited under the control
of the directors of
Investec Limited
Total number of proxy 30,967,091 42,215,761
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 29,044,142 40,104,478
the resolution
Was to vote 1,917,583 1,799,562
against the
resolution
Was to abstain on 5,366 248,295
the resolution
May vote at the 0 63,426
proxy"s
discretion
To place the remaining
unissued shares of
Investec Limited under
the control of the
directors of Investec
Limited
Total number of proxy 30,967,091 42,215,761
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 29,044,142 40,104,478
the resolution
Was to vote 1,917,721 1,799,562
against the
resolution
Was to abstain on 5,228 248,295
the resolution
May vote at the 0 63,426
proxy"s
discretion
General authority to
allot and issue ordinary
shares of Investec
Limited for cash
Total number of proxy 30,967,091 42,215,761
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 29,039,086 36,802,922
the resolution
Was to vote 1,922,892 3,550,679
against the
resolution
Was to abstain on 5,113 1,800,615
the resolution
May vote at the 0 61,545
proxy"s
discretion
General authority to
allot and issue class "A"
variable rate
compulsorily convertible
non-cumulative preference
shares of Investec
Limited for cash
Total number of proxy 30,967,091 42,215,761
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 29,039,086 40,240,843
the resolution
Was to vote 1,922,754 1,665,170
against the
resolution
Was to abstain on 5,251 248,100
the resolution
May vote at the 0 61,648
proxy"s
discretion
Amendments to clause 4 of
Appendix 1 of The
Investec Limited Security
Purchase Scheme 2003
Trust Deed
Total number of proxy 30,967,091 42,215,761
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 30,809,242 41,877,765
the resolution
Was to vote 0 0
against the
resolution
Was to abstain on 157,849 276,228
the resolution
May vote at the 0 61,768
proxy"s
discretion
Amendments to clause 6.3
of Appendix 1 of The
Investec Limited Security
Purchase Scheme 2003
Trust Deed
Total number of proxy 30,967,091 42,215,761
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 30,809,242 42,036,154
the resolution
Was to vote 0 5,187
against the
resolution
Was to abstain on 157,849 112,652
the resolution
May vote at the 0 61,768
proxy"s
discretion
Amendments to clause 1.19
of The Investec Limited
Security Purchase Scheme
2003 Trust Deed
Total number of proxy 30,967,091 42,215,761
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 30,809,242 41,877,765
the resolution
Was to vote 0 0
against the
resolution
Was to abstain on 157,849 276,228
the resolution
May vote at the 0 61,768
proxy"s
discretion
Special Resolutions
Authority for acquisition
of own shares by Investec
Limited and its
subsidiaries
Total number of proxy 30,967,091 42,215,761
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 29,260,765 41,953,044
the resolution
Was to vote 1,642,806 89,666
against the
resolution
Was to abstain on 63,520 111,283
the resolution
May vote at the 0 61,768
proxy"s
discretion
Subdivision of the
ordinary shares of
Investec Limited
Total number of proxy 30,967,091 42,215,761
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 30,903,433 41,879,134
the resolution
Was to vote 0 0
against the
resolution
Was to abstain on 63,658 274,859
the resolution
May vote at the 0 61,768
proxy"s
discretion
Subdivision of the class
"A" variable rate
compulsorily convertible
non-cumulative preference
shares of Investec
Limited
Total number of proxy 30,967,091 42,215,761
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 30,826,775 41,823,769
the resolution
Was to vote 76,658 55,365
against the
resolution
Was to abstain on 63,658 274,859
the resolution
May vote at the 0 61,768
proxy"s
discretion
Subdivision of the
special convertible
redeemable preference
shares of Investec
Limited
Total number of proxy 30,967,091 42,215,761
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 30,826,775 41,823,769
the resolution
Was to vote 76,658 55,365
against the
resolution
Was to abstain on 63,658 274,859
the resolution
May vote at the 0 61,768
proxy"s
discretion
Amendments to the
Memorandum of Association
of Investec Limited
Total number of proxy 30,967,091 42,215,761
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 30,807,716 41,974,330
the resolution
Was to vote 81,829 68,366
against the
resolution
Was to abstain on 77,546 111,297
the resolution
May vote at the 0 61,768
proxy"s
discretion
Ordinary Resolution:
Authority to take action
in respect of the
resolutions of Investec
Limited
Total number of proxy 30,967,091 42,215,761
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 30,654,264 42,007,494
the resolution
Was to vote 5,171 13,001
against the
resolution
Was to abstain on 307,656 133,498
the resolution
May vote at the 0 61,768
proxy"s
discretion
Investec plc
Ordinary Business :
Investec plc
To receive and adopt the
audited financial
statements of Investec
plc for the year ended 31
March 2006 together with
the reports of the
directors and auditors of
Investec plc.
Total number of proxy 30,967,091 42,215,761
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 30,037,535 41,059,077
the resolution
Was to vote 0 28,403
against the
resolution
Was to abstain on 929,556 1,068,211
the resolution
May vote at the 0 60,070
proxy"s
discretion
Ordinary Resolution
To approve the
Remuneration Report of
Investec plc for the year
ended 31 March 2006
Total number of proxy 30,967,091 42,215,761
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 30,639,455 39,851,252
the resolution
Was to vote 258,392 834,419
against the
resolution
Was to abstain on 69,244 1,470,020
the resolution
May vote at the 0 60,070
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 2005
Total number of proxy 30,967,091 42,215,761
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 30,902,859 42,043,248
the resolution
Was to vote 0 0
against the
resolution
Was to abstain on 64,232 112,443
the resolution
May vote at the 0 60,070
proxy"s
discretion
To declare a final
dividend on the ordinary
shares in Investec plc
for the year ended 31
March 2006 of an amount
equal to that recommended
by the directors of
Investec plc
Total number of proxy 30,967,091 42,215,761
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 30,902,859 42,025,705
the resolution
Was to vote 0 18,703
against the
resolution
Was to abstain on 64,232 111,283
the resolution
May vote at the 0 60,070
proxy"s
discretion
To re-appointed Ernst &
Young LLP as auditors of
Investec plc and to
authorise the directors
of Investec plc to fix
the remuneration of the
auditors
Total number of proxy 30,967,091 42,181,075
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 30,902,859 42,009,222
the resolution
Was to vote 0 0
against the
resolution
Was to abstain on 64,232 111,283
the resolution
May vote at the 0 60,570
proxy"s
discretion
Ordinary Resolutions
Investec plc Section 80
authority
Total number of proxy 30,967,091 42,215,761
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 23,013,368 33,707,998
the resolution
Was to vote 5,773,138 5,729,577
against the
resolution
Was to abstain on 2,180,585 2,717,921
the resolution
May vote at the 0 60,265
proxy"s
discretion
Special Resolutions
Investec plc Section 89
disapplication of
Investec plc
Total number of proxy 30,967,091 42,215,761
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 29,209,010 40,425,202
the resolution
Was to vote 1,594,656 1,548,575
against the
resolution
Was to abstain on 163,425 181,914
the resolution
May vote at the 0 60,070
proxy"s
discretion
Authority for market
purchases of shares by
Investec plc
Total number of proxy 30,967,091 42,215,761
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 30,659,297 41,935,311
the resolution
Was to vote 243,424 109,097
against the
resolution
Was to abstain on 64,370 111,283
the resolution
May vote at the 0 60,070
proxy"s
discretion
Subdivision of ordinary
and special converting
shares of Investec plc
Total number of proxy 30,967,091 42,215,761
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 30,826,063 41,989,043
the resolution
Was to vote 76,658 55,365
against the
resolution
Was to abstain on 64,370 111,283
the resolution
May vote at the 0 60,070
proxy"s
discretion
Amendments to the
Articles of Association
of Investec plc
Total number of proxy 30,967,091 42,215,761
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 30,812,175 41,952,449
the resolution
Was to vote 76,658 86,876
against the
resolution
Was to abstain on 78,258 116,366
the resolution
May vote at the 0 60,070
proxy"s
discretion
Ordinary Resolution
Directors" authority to
take action in respect of
the resolutions of
Investec plc
Total number of proxy 30,967,091 42,215,761
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 30,659,435 42,020,193
the resolution
Was to vote 0 2,000
against the
resolution
Was to abstain on 307,656 133,498
the resolution
May vote at the 0 60,070
proxy"s
discretion
Date: 11/08/2006 11:00:33 AM Produced by the JSE SENS Department
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