Ninety One PLC

AGM Information • Jul 23, 2025

National Storage Mechanism | Additional information

RNS Number : 2922S

Ninety One PLC

23 July 2025

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 LEI: 549300G0TJCT3K15ZG14	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 "AGMs")

The AGMs were held on 23 July 2025 physically and 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 re-elect Hendrik du Toit as a director.	726,450,010	99.79%	1,534,416	0.21%	639,038	0%	727,984,426	81.16%
2	To re-elect Kim McFarland as a director.	726,894,363	99.85%	1,087,747	0.15%	641,354	0%	727,982,110	81.16%
3	To re-elect Gareth Penny as a director.	721,434,439	99.10%	6,547,838	0.90%	641,187	0%	727,982,277	81.16%
4	To re-elect Idoya Basterrechea Aranda as a director.	722,226,274	99.21%	5,755,703	0.79%	641,487	0%	727,981,977	81.16%
5	To re-elect Busisiwe Mabuza as a director.	716,336,222	98.32%	12,259,912	1.68%	27,330	0%	728,596,134	81.23%
6	To re-elect Victoria Cochrane as a director.	727,327,164	99.91%	654,952	0.09%	641,348	0%	727,982,116	81.16%
7	To re-elect Khumo Shuenyane as a director.	725,749,553	99.69%	2,232,411	0.31%	641,500	0%	727,981,964	81.16%
8	To approve the directors' remuneration report, for the year ended 31 March 2025.	706,052,826	96.99%	21,910,447	3.01%	660,191	0%	727,963,273	81.16%
9	To approve the directors' remuneration policy.	680,425,908	93.47%	47,535,932	6.53%	661,624	0%	727,961,840	81.16%
10	To approve Ninety One's climate strategy.	576,948,491	96.44%	21,276,293	3.56%	130,380,580	18%	598,224,784	66.70%
Ordinary business: Ninety One plc
11	To receive and adopt the audited annual financial statements of Ninety One plc for the year ended 31 March 2025, together with the reports of the directors and of the auditor of Ninety One plc.	719,021,621	99.99%	37,534	0.01%	9,564,309	1%	719,059,155	80.17%
12	Subject to the passing of resolution no. 19, to declare a final dividend on the ordinary shares for the year ended 31 March 2025.	727,960,674	100.00%	34,573	0.00%	628,217	0%	727,995,247	81.16%
13	To re-appoint PricewaterhouseCoopers LLP of 7 More London Riverside, London, SE1 2RT, as auditor of Ninety One plc to hold office until the conclusion of the Annual General Meeting of Ninety One plc to be held in 2026, with the designated audit partner being Allan McGrath.	727,919,105	99.99%	63,521	0.01%	640,809	0%	727,982,626	81.16%
14	To authorise the Audit and Risk Committee to set the remuneration of Ninety One plc's auditors.	727,586,822	99.95%	392,696	0.05%	644,946	0%	727,979,518	81.16%
Special business: Ninety One plc
15	Ordinary resolution: Directors' authority to allot shares and other securities.	703,050,146	96.57%	24,941,886	3.43%	631,432	0%	727,992,032	81.16%
16	Special resolution: Authority to purchase own ordinary shares.	720,753,521	99.04%	6,997,479	0.96%	872,464	0%	727,751,000	81.14%
17	Special resolution: Consent to short notice.	694,986,930	95.47%	3,005,043	4.53%	631,491	0%	727,991,973	81.16%
Ordinary business: Ninety One Limited
18	To present the audited financial statements of Ninety One Limited for the year ended 31 March 2025, together with the reports of the directors, the auditor, the chair of the Audit and Risk Committee and the chair of the Sustainability, Social and Ethics Committee to the shareholders.	Non-voting resolution
19	Subject to the passing of resolution no. 12, to declare a final dividend on the ordinary shares for the year ended 31 March 2025.	727,956,631	100.00%	36,002	0.00%	630,831	0%	727,992,633	81.16%
20	To re-appoint PricewaterhouseCoopers Inc. of 5 Silo Square, V&A Waterfront, Cape Town, 8002, 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 Annual General Meeting of Ninety One Limited to be held in 2026, with the designated audit partner being Nicolette Jacobs.	727,922,843	99.99%	59,805	0.01%	640,749	0%	727,982,648	81.16%
21	Election of Audit and Risk Committee members:
i.  Victoria Cochrane; and	727,337,511	99.91%	644,605	0.09%	641,348	0%	727,982,116	81.16%
ii.  Khumo Shuenyane.	723,406,890	99.37%	4,573,553	0.63%	643,021	0%	727,980,443	81.16%
22	Election of Sustainability, Social and Ethics Committee members:
i. Khumo Shuenyane	725,800,176	99.70%	2,179,169	0.30%	644,119	0%	727,979,345	81.16%
ii. Gareth Penny; and	722,368,146	99.23%	5,611,529	0.77%	643,789	0%	727,979,675	81.16%
iii. Hendrik du Toit.	718,626,221	98.72%	9,354,048	1.28%	643,195	0%	727,980,269	81.16%
23	Authorising the directors to issue up to 5% of the issued ordinary shares in Ninety One Limited.	695,376,167	95.52%	32,618,019	4.48%	629,278	0%	727,994,186	81.16%
24	General authority to issue ordinary shares for cash.	618,644,666	92.23%	52,085,078	7.77%	628,542	0%	670,729,744	74.78%
Special business: Ninety One Limited
25	Special resolution 1 - Authority to acquire ordinary shares of Ninety One Limited.	716,516,341	98.46%	11,178,188	1.54%	876,732	0%	727,694,529	81.13%
26	Special resolution 2 - Financial Assistance.	723,130,917	99.75%	1,789,528	0.25%	648,402	0%	724,920,445	80.82%
27	Special resolution 3 - Non-executive directors' remuneration.	727,016,454	99.90%	702,563	0.10%	649,040	0%	727,719,017	81.13%

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  628,572,786 ordinary shares of GBP0.0001 each and Ninety One Limited's issued capital consists of 268,370,594 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 896,943,380.

Resolutions 16, 17, 25, 26 and 27 were passed as special resolutions. Copies of resolutions 15, 16 and 17 will be filed with Companies House in the United Kingdom.

In accordance with FCA Listing Rule 6.4.2R, 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 .

23 July 2025

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J.P. Morgan Equities South Africa Proprietary Limited

+27 (0) 115 070 300

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