RNS Number : 7854Z
Investec PLC
08 August 2024
 

 

Investec Limited

Incorporated in the Republic of South Africa

Registration number 1925/002833/06      

JSE share code: INL

JSE Hybrid code: INPR

JSE debt code: INLV

NSX share code: IVD

BSE share code: INVESTEC

ISIN: ZAE000081949

LEI: 213800CU7SM6O4UWOZ70

Investec plc

Incorporated in England and Wales

Registration number 3633621

LSE share code: INVP

JSE share code: INP

ISIN: GB00B17BBQ50

LEI: 2138007Z3U5GWDN3MY22

 

 

 

 

 

 

 

 

 

 

 

 

(jointly "Investec")

 

As part of the dual listed company structure, Investec plc and Investec Limited notify both the London Stock Exchange and the JSE Limited of matters which are required to be disclosed under the Disclosure Guidance and Transparency Rules, and Listing Rules of the Financial Conduct Authority (the "FCA") and/or the JSE Listings Requirements.

 

Accordingly, we advise of the following:

Results of Annual General Meetings of Investec Limited and Investec plc

(the "AGMs") and Auditor changes

 

The AGMs were held on 08 August 2024.  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 by the required majority. Resolutions 1 to 13, 15 to 21 and 26 to 31 were passed as ordinary resolutions. Resolutions 22 to 25 and resolutions 32 and 33 were passed as special resolutions.

 

The voting results of the Joint Electorate Actions are identical and are given below:

 

 

 

Resolution

Votes For

% of Votes Cast

Votes Against

% of Votes Cast

Total Votes Cast

Total Votes Cast as a % of the Ordinary Shares in Issue

Votes Withheld

Votes Withheld as a % of the Ordinary Shares in Issue

Common Business:  Investec plc and Investec Limited

1

Re-election of Henrietta Baldock

735,844,844

99.68%

2,343,770

0.32%

738,188,614

78.51%

341,095

0.04%

2

Re-election of Philip Hourquebie

716,809,524

97.22%

20,533,026

2.78%

737,342,550

78.42%

1,187,159

0.13%

3

Re-election of Stephen Koseff

733,455,100

99.35%

4,830,334

0.65%

738,285,434

78.52%

244,375

0.03%

4

Re-election of Nicky Newton-King

735,856,005

99.68%

2,333,025

0.32%

738,189,030

78.51%

340,679

0.04%

5

Re-election of Jasandra Nyker

738,101,872

99.99%

86,940

0.01%

738,188,812

78.51%

340,897

0.04%

6

Re-election of Vanessa Olver

736,063,456

99.71%

2,125,158

0.29%

738,188,614

78.51%

341,095

0.04%

7

Re-election of Nishlan Samujh

734,921,432

99.56%

3,267,097

0.44%

738,188,529

78.51%

341,180

0.04%

8

Re-election of Brian Stevenson

736,062,321

99.71%

2,126,056

0.29%

738,188,377

78.51%

341,332

0.04%

9

Re-election of Fani Titi

737,747,562

99.94%

439,887

0.06%

738,187,449

78.51%

342,260

0.04%

10

Election of Diane Radley

694,765,383

94.12%

43,422,059

5.88%

738,187,442

78.51%

342,367

0.04%

11

Approval of the DLC directors' remuneration report for the year ended 31 March 2024

707,032,202

95.78%

31,152,566

4.22%

738,184,768

78.51%

344,636

0.04%

12

Approval of the DLC directors' remuneration policy

667,135,627

90.38%

71,043,626

9.62%

738,179,253

78.51%

350,556

0.04%

13

Authority to take action in respect of the resolutions

738,167,067

100.00%

15,679

0.00%

738,182,746

78.51%

346,963

0.04%



 

Ordinary business: Investec Limited

14

Presentation of the audited financial statements for the year ended 31 March 2024

Non-voting

15

Sanction of the interim dividend paid on the ordinary shares

738,186,497

100.00%

326

0.00%

738,186,823

78.51%

342,886

0.04%

16

Sanction of the interim dividend paid on the SA DAS share

738,186,180

100.00%

338

0.00%

738,186,518

78.51%

342,886

0.04%

17

Approval of the final dividend on the ordinary shares and the SA DAS share

738,187,401

100.00%

301

0.00%

738,187,702

78.51%

342,007

0.04%

18

Appointment of PricewaterhouseCoopers Inc. as joint auditors

737,917,230

99.96%

269,084

0.04%

738,186,314

78.51%

343,395

0.04%

19

Appointment of Deloitte& Touche as joint auditors

729,703,170

98.85%

8,483,098

1.15%

738,186,268

78.51%

343,441

0.04%

Special business: Investec Limited

20

Authority to issue the unissued variable rate, redeemable, cumulative preference shares; the unissued non-redeemable, non-cumulative, non- participating preference shares (perpetual preference shares); the unissued non- redeemable, non-cumulative, non-participating preference shares (non-redeemable programme preference shares); and the redeemable, non-participating preference shares (redeemable programme preference shares)

733,369,464

99.35%

4,816,556

0.65%

738,186,020

78.51%

343,689

0.04%

21

Authority to issue the unissued special convertible redeemable preference shares

732,506,020

99.23%

5,674,107

0.77%

738,180,127

78.51%

349,572

0.04%

22

Authority to acquire ordinary shares

719,415,200

97.54%

18,125,845

2.46%

737,541,045

78.44%

988,664

0.11%

23

Authority to acquire any redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares

734,244,783

99.56%

3,269,694

0.44%

737,514,477

78.43%

1,015,232

0.11%

24

Financial assistance 

723,470,789

98.01%

14,686,337

1.99%

738,157,126

78.50%

372,278

0.04%

25

Approval of the non-executive directors' remuneration

722,039,464

97.81%

16,141,079

2.19%

738,180,543

78.51%

349,166

0.04%

Ordinary Business: Investec plc

26

Receive the audited financial statements for the year ended 31 March 2024

734,386,036

99.99%

87,122

0.01%

734,473,158

78.11%

4,056,246

0.43%

27

Sanction of the interim dividend paid on the ordinary shares

729,416,025

98.81%

8,772,372

1.19%

738,188,397

78.51%

341,312

0.04%

28

Approval of the final dividend on the ordinary shares

738,186,486

100.00%

2,458

0.00%

738,188,944

78.51%

340,765

0.04%

29

Appointment of Deloitte LLP as auditor

728,043,553

98.63%

10,143,924

1.37%

738,187,477

78.51%

342,232

0.04%

30

Authority for the Investec plc Audit Committee to set the remuneration of the company's auditors

737,641,866

99.93%

545,530

0.07%

738,187,396

78.51%

342,313

0.04%

Special Business:  Investec plc

31

Authority to allot shares and other securities

711,918,630

96.44%

26,269,629

3.56%

738,188,259

78.51%

341,450

0.04%

32

Authority to purchase ordinary shares

737,123,402

99.95%

392,073

0.05%

737,515,475

78.44%

1,014,234

0.11%

33

Authority to purchase preference shares

734,228,655

99.55%

3,286,525

0.45%

737,515,180

78.44%

1,014,529

0.11%



 

 

 

Auditor Changes

 

Further to the announcements of 05 August 2020, 3 February 2022 and 20 March 2023 we also advise of the following:

 

INVESTEC LIMITED NOTIFICATION OF CHANGE OF AUDITOR IN TERMS OF PARAGRAPH 3.78 OF THE JSE LISTING REQUIREMENTS AND PARAGRAPH 6.25 OF THE JSE DEBT LISTINGS REQUIREMENTS

 

The Board and the Audit Committee wish to confirm the appointment of Deloitte & Touche as joint external auditor, along with PricewaterhouseCoopers Inc, of Investec Limited for the financial year ending 31 March 2025, following obtaining the necessary regulatory approvals and shareholders' approval and the conclusion of a formal transition period during which the firm observed the full audit cycle performed by the incumbent auditors.

 

Kevin Black has been appointed as the lead engagement partner from Deloitte & Touche.

 

Accordingly, the appointment of Ernst & Young Inc and Ranesh Hariparsad, as lead engagement partner, terminated with effect from 08 August 2024.

 

INVESTEC PLC NOTIFICATION OF CHANGE OF AUDITOR

 

The Board and the Audit Committee wish to confirm to shareholders that following approval of the appointment of Deloitte LLP as the external auditors of Investec plc for the financial year ending 31 March 2025, as well as the conclusion of a formal transition period during which the firm observed the full audit cycle performed by the incumbent auditors, Investec plc concludes on its process of audit firm rotation.

 

Tom Millar has been appointed as the lead engagement partner from Deloitte LLP.

 

Accordingly, the appointment of Ernst & Young LLP and Manprit Dosanjh, as lead engagement partner terminated with effect from 17 July 2024.

 

Other information

 

As at the date of the AGMs, Investec plc's issued capital consists of 696,082,618 ordinary shares of GBP0.0002 each (the "PLC Ordinary Shares"). Of these, 50,920,311 PLC Ordinary Shares are held exclusive of voting rights in Treasury at the date of this announcement and therefore the total number of voting rights in Investec plc is 645,162,307. Investec Limited's issued capital consists of 295,125,806 ordinary shares of ZAR0.0002 each (the "LTD Ordinary Shares"). Of these, no LTD Ordinary Shares are held in Treasury and the total number of voting rights in Investec Limited is 295,125,806 LTD Ordinary Shares.

 

In accordance with the dual listed companies' structure, the aggregate number of voting rights which therefore may be exercised at the AGMs was 940,288,113.

 

Votes withheld are not votes in law and have not been counted in the calculation of the proportion of votes 'for' or 'against' a resolution. Proxy appointments which gave discretion to the Chair have been included in the 'for' total.

 

Document regarding Resolutions passed at the Shareholder Meetings on 08 August 2024:

 

·      Copies of all resolutions passed as special business at the Shareholder Meetings on 08 August 2024, pursuant to Listing Rule 9.6.2, will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

 

 

David Miller                                                                               Niki van Wyk

Company Secretary                                                                   Company Secretary

Investec plc                                                                              Investec Limited

 

Johannesburg and London

 

Date: 08 August 2024

Sponsor: Investec Bank Limited

 

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