Ninety One PLC

Declaration of Voting Results & Voting Rights Announcements • Sep 3, 2020

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RNS Number : 9938X

Ninety One PLC

03 September 2020

Ninety One plc Incorporated in England and Wales Registration number 12245293 Date of registration: 4 October 2019 LSE share code: N91 JSE share code: N91 ISIN: GB00BJHPLV88	Ninety One Limited Incorporated in the Republic of South Africa Registration number 2019/526481/06 Date of registration: 18 October 2019 JSE share code: NY1 ISIN: ZAE000282356

As part of the dual-listed companies' structure, Ninety One plc and Ninety One Limited notify both the LSE and the JSE of matters which are required to be disclosed under the Disclosure Guidance and Transparency Rules and Listing Rules of the FCA and/or the Listings Requirements of the JSE.

Results of Annual General Meetings of Ninety One plc and Ninety One Limited

(the "Annual General Meetings" or "AGM")

The Annual General Meetings were held on 3 September 2020 electronically by audiocast.  As required by the companies' dual-listed 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.

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

Resolution		Votes For	%	Votes Against	%	Votes Withheld	%	Total Votes Cast	Total Votes Cast as a % of the Ordinary Shares in Issue
Common Business:  Ninety One plc and Ninety One Limited
1	To elect Gareth Penny as a director.	733,562,513	99.64	2,647,709	0.36	790,123	0.11	736,210,222	79.79
2	To elect Colin Keogh as a director.	735,704,831	99.85	1,107,971	0.15	187,521	0.03	736,812,802	79.85
3	To elect Idoya Basterrechea Aranda as a director.	735,369,546	99.80	1,442,919	0.20	187,881	0.03	736,812,465	79.85
4	To elect Victoria Cochrane as a director.	735,375,070	99.80	1,437,732	0.20	187,521	0.03	736,812,802	79.85
5	To elect Busisiwe Mabuza as a director.	734,335,235	99.87	964,404	0.13	1,700,707	0.23	735,299,639	79.69
6	To elect Fani Titi as a director.	734,332,721	99.66	2,479,251	0.34	188,374	0.03	736,811,972	79.85
7	To elect Hendrik du Toit as a director.	726,304,137	98.57	10,508,577	1.43	187,631	0.03	736,812,714	79.85
8	To elect Kim McFarland as a director.	734,250,746	99.65	2,562,199	0.35	187,014	0.03	736,812,945	79.85
9	To approve the directors' remuneration report, for the year ended 31 March 2020.	686,191,727	94.07	43,238,714	5.93	7,569,830	1.03	729,430,441	79.05
10	To approve the directors' remuneration policy.	674,435,968	91.57	62,098,050	8.43	466,327	0.06	736,534,018	79.82
11	To authorise any director or the company secretaries of Ninety One plc and Ninety One Limited to do all things and sign all documents which may be necessary to carry into effect the resolutions contained in this notice to the extent the same have been passed and, where applicable, filed.	736,503,405	99.97	251,562	0.03	245,379	0.03	736,754,967	79.85
12	To approve the Ninety One plc Executive Incentive Plan.	686,775,168	93.24	49,766,466	6.76	458,157	0.06	736,541,634	79.82
Ordinary business: Ninety One plc
13	To receive and adopt the audited annual financial statements of Ninety One plc for the year ended 31 March 2020, together with the reports of the directors of Ninety One plc and of the auditors of Ninety One plc.	734,332,466	99.98	142,609	0.02	2,525,270	0.34	734,475,075	79.60
14	To appoint KPMG LLP of 15 Canada Square, Canary Wharf, London, E14 5GL, as auditors of Ninety One plc to hold office until the conclusion of the next AGM to be held in 2021.	723,598,994	98.20	13,250,659	1.80	150,693	0.02	736,849,653	79.86
15	To authorise the Audit and Risk Committee to set the remuneration of the Company's auditor.	736,492,085	99.95	348,451	0.05	159,810	0.02	736,840,536	79.86
Special business: Ninety One plc
16	Ordinary resolution: Directors' authority to allot shares and other securities.	678,207,188	92.04	58,639,850	7.96	153,308	0.02	736,847,038	79.86
17	Special resolution: Authority to purchase own ordinary shares.	733,848,027	99.63	2,722,811	0.37	429,507	0.06	736,570,838	79.83
18	Special Resolution: Consent to short notice.	702,205,678	95.31	34,515,610	4.69	279,058	0.04	736,721,288	79.84
Ordinary business: Ninety One Limited
19	To present the audited financial statements of Ninety One Limited for the year ended 31 March 2020, together with the reports of the directors, the auditors, the chair of the Audit and Risk Committee and the chair of the Sustainability, Social and Ethics Committee to the shareholders.	Non-voting resolution
20	To appoint KPMG Inc. of 85 Empire Road, Parktown, 2193, South Africa, upon the recommendation of the current Audit and Risk Committee, as auditor of Ninety One Limited, to hold office until the conclusion of the AGM of Ninety One Limited to be held in 2021.	723,368,488	98.17	13,479,148	1.83	150,756	0.02	736,847,636	79.86
21	Election of Audit and Risk Committee members.
i. Victoria Cochrane	733,811,637	99.59	3,009,949	0.41	176,806	0.02	736,821,586	79.85
ii. Idoya Basterrechea Aranda	725,632,955	98.48	11,187,626	1.52	177,811	0.02	736,820,581	79.85
iii.Colin Keogh	720,791,917	97.82	16,029,592	2.18	176,883	0.02	736,821,509	79.85
Special business: Ninety One Limited
22	Authorising the directors to issue up to (i) 5% of the issued ordinary shares; and (ii) 5% plus 154,067 of the issued special converting shares.	680,482,386	92.66	53,941,470	7.34	2,574,536	0.35	734,423,856	79.59
23	General authority to issue ordinary shares for cash.	680,626,614	92.67	53,796,495	7.33	2,575,283	0.35	734,423,109	79.59
24	Special resolution 1 - Authority to acquire ordinary shares of Ninety One Limited subject to restriction under South African law.	725,645,508	98.84	8,492,402	1.16	2,860,481	0.39	734,137,910	79.56
25	Special resolution 2 - Financial Assistance.	727,807,929	98.78	9,025,445	1.22	165,017	0.02	736,833,374	79.86
26	Special resolution 3 - Non-executive directors' remuneration.	736,379,730	99.94	430,349	0.06	998,313	0.14	736,810,079	79.85

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 Chairman have been included in the 'for' total.

Other information

As at the date of the AGM, Ninety One plc's issued capital consists of 622,624,622 ordinary shares of GBP0.0001 each and Ninety One Limited's issued capital consists of 300,089,454 ordinary shares of no par value. In accordance with the dual listed companies' structure, the aggregate number of voting rights which may be exercised at the AGM was 922,714,076.

Resolutions 17, 18, 24, 25 and 26 were passed as special resolutions. Copies of resolutions 16, 17 and 18 will be filed with Companies House in the United Kingdom.

In accordance with FCA Listing Rule 9.6.2, a copy of the resolutions passed at today's AGM, other than resolutions concerning ordinary business, will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

3 September 2020

JSE Sponsor:

J.P. Morgan Equities South Africa Proprietary Limited

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