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Investec PLC AGM Information 2011

Aug 4, 2011

5231_dva_2011-08-04_1dbf7d6d-d3d8-4dcf-bce9-8d3d9399b7dd.pdf

AGM Information

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Investec plc

Incorporated in England and Wales Registration number 3633621 JSE share code: INP ISIN: GB00B17BBQ50

Annual General Meetings of Investec Limited and Investec plc ("AGM")

The Annual General Meetings of Investec plc and Investec Limited were both held on 04 August 2011. The final proxy positions for each company are detailed in the Appendix A. 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. The voting results of the Joint Electorate Actions are identical and are given below.

Votes For Votes
Against		 Votes
Abstain		 Result
RESOLUTION
Common Business: Investec
plc and Investec Limited		 RESULT
To re-elect Samuel 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
the Memorandum of
Incorporation of Investec
Limited.		 404,524,146 57,762,810 29,436,293 Carried
To re-elect George Francis
Onslow Alford as a director of
Investec
plc
and
Investec
Limited in accordance with the
provisions of the Articles of
Association of Investec plc and
the
Memorandum
of
Incorporation
of
Investec
Limited.		 458,266,117 32,380,013 1,077,120 Carried
To
re-elect
Glynn
Robert
Burger as a director of Investec
plc and Investec Limited in
accordance with the provisions
of the Articles of Association of
Investec
plc
and
the
Memorandum of Incorporation
of Investec Limited.		 487,286,492 3,976,717 460,041 Carried
To re-elect Cheryl Ann Carolus
as a director of Investec plc and
Investec Limited in accordance
with
the
provisions
of
the
Articles
of
Association
of
Investec
plc
and
the
Memorandum of Incorporation
of Investec Limited.		 490,629,747 633,462 460,041 Carried
Votes For Votes
Against		 Votes
Abstain		 Result
RESOLUTION RESULT
To re-elect Peregrine Kenneth
Oughton
Crosthwaite
as
a
director of Investec plc and
Investec Limited in accordance
with
the
provisions
of
the
Articles
of
Association
of
Investec
plc
and
the
Memorandum of Incorporation
of Investec Limited.		 490,856,636 405,090 461,524 Carried
To re-elect Bradley Fried as a
director of Investec plc and
Investec Limited in accordance
with
the
provisions
of
the
Articles
of
Association
of
Investec
plc
and
the
Memorandum of Incorporation
of Investec Limited.		 482,663,650 7,981,419 1,078,181 Carried
To re-elect Haruko Fukuda,
OBE as a director of Investec
plc and Investec Limited in
accordance with the provisions
of the Articles of Association of
Investec
plc
and
the
Memorandum of Incorporation
of Investec Limited.		 490,857,119 405,090 461,041 Carried
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
the
Memorandum
of
Incorporation
of
Investec
Limited.		 447,398,726 41,774,159 2,550,365 Carried
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
the
Memorandum of Incorporation
of Investec Limited.		 487,249,090 4,014,119 460,041 Carried
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
the
Memorandum of Incorporation
of Investec Limited.		 473,516,026 14,137,328 4,069,896 Carried
Votes For Votes
Against		 Votes
Abstain		 Result
RESOLUTION RESULT
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
the
Memorandum of Incorporation
of Investec Limited.		 487,286,654 3,976,555 460,041 Carried
To re-elect Mangalani Peter
Malungani as a director of
Investec
plc
and
Investec
Limited in accordance with the
provisions of the Articles of
Association of Investec plc and
the
Memorandum
of
Incorporation
of
Investec
Limited.		 478,224,547 12,421,583 1,077,120 Carried
To re-elect Sir David Prosser
as a director of Investec plc and
Investec Limited in accordance
with
the
provisions
of
the
Articles
of
Association
of
Investec
plc
and
the
Memorandum of Incorporation
of Investec Limited.		 474,572,753 16,688,973 461,524 Carried
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
the
Memorandum
of
Incorporation
of
Investec
Limited.		 371,354,328 90,932,628 29,436,293 Carried
To re-elect Fani Titi as a
director of Investec plc and
Investec Limited in accordance
with
the
provisions
of
the
Articles
of
Association
of
Investec
plc
and
the
Memorandum of Incorporation
of Investec Limited.		 478,099,507 12,546,623 1,077,120 Carried
To re-elect Hendrik Jacobus du
Toit, whose appointment as a
director terminates at the end of
the Annual General Meetings of
Investec
plc
and
Investec
Limited convened for 04 August
2011, as a director of Investec
plc and Investec Limited in
accordance with the provisions
of the Articles of Association of
Investec
plc
and
the
Memorandum of Incorporation
of Investec Limited.		 480,561,875 10,474,851 686,524 Carried
Votes For Votes
Against		 Votes
Abstain		 Result
RESOLUTION RESULT
To re-elect Olivia Catherine
Dickson, whose appointment as
a director terminates at the end
of the Annual General Meetings
of Investec plc and Investec
Limited convened for 04 August
2011, as a director of Investec
plc and Investec Limited in
accordance with the provisions
of the Articles of Association of
Investec
plc
and
the
Memorandum of Incorporation
of Investec Limited.		 488,708,298 2,553,911 461,041 Carried
To approve the Dual Listed
Companies
(DLC)
Remuneration Report for the
year ended 31 March 2011.		 370,438,087 117,780,244 3,504,919 Carried
To approve the Dual Listed
Companies
(DLC)
Audit
Committee Report for the year
ended 31 March 2011.		 486,709,130 429,855 4,584,265 Carried
Directors'
authority
to
take
action
in
respect
of
the
resolutions		 490,056,803 3,356 1,663,091 Carried
Ordinary Business: Investec
Limited
To
receive
and
adopt
the
audited financial statements of
Investec Limited for the year
ended 31 March 2011, together
with the reports of the directors
of Investec Limited and of the
auditors of Investec Limited.		 490,665,434 580,540 477,276 Carried
To sanction the interim dividend
paid by Investec Limited on the
ordinary shares in Investec
Limited for the 6 (six) month
period ended 30 September
2010.		 491,245,527 14 477,709 Carried
To sanction the interim dividend
paid by Investec Limited on the
dividend access (South African
Resident)
redeemable
preference share ("SA DAS
share") for the 6 (six) month
period ended 30 September
2010.		 491,240,474 3,347 479,429 Carried
Votes For Votes
Against		 Votes
Abstain		 Result
RESOLUTION RESULT
Subject
to
the
passing
of
resolution no. 37 to declare a
final dividend on the ordinary
shares and the dividend access
(South
African
Resident)
redeemable preference share
("SA DAS share") in Investec
Limited for the year ended
31 March 2011 of an amount
equal to that recommended by
the
directors
of
Investec
Limited.		 491,189,333 53,226 458,191 Carried
To re-appoint Ernst & Young
Inc. of Ernst & Young House,
Wanderers
Office
Park,
52
Corlett Drive, Illovo, 2196 South
Africa
(Private
Bag
X14,
Northlands, 2116 South Africa)
as joint auditors and Farouk
Mohideen, as the registered
auditor
responsible
for
the
audit, of Investec Limited to
hold office until the conclusion
of the Annual General Meeting
of Investec Limited to be held in
2012 and to authorise the
directors of Investec Limited to
fix their remuneration.		 489,434,225 1,247,148 1,041,877 Carried
To re-appoint KPMG Inc. of 85
Empire Road, Parktown, 2193
South Africa (Private Bag 9,
Parkview, 2122 South Africa)
as joint auditors and Gavin
Leslie
de
Lange,
as
the
registered auditor responsible
for
the
audit,
of
Investec
Limited to hold office until the
conclusion
of
the
Annual
General Meeting of Investec
Limited to be held in 2012 and
to authorise the directors of
Investec Limited to fix their
remuneration.		 490,329,968 916,006 477,276 Carried
Special Business:
Investec
Limited
Ordinary Resolutions
Placing 5% of the unissued
ordinary
shares
under
the
control of the directors		 334,369,218 156,857,638 496,394 Carried
Placing 5% of the unissued
class
"A"
variable
rate
compulsorily convertible non
cumulative preference shares
under
the
control
of
the
directors		 338,256,985 152,967,647 498,618 Carried
Votes For Votes
Against		 Votes
Abstain		 Result
RESOLUTION RESULT
Placing the remaining unissued
shares, being the variable rate
cumulative
redeemable
preference shares, the non
redeemable,
non-cumulative,
non-participating
preference
shares
and
the
special
convertible
redeemable
preference shares under the
control of the directors		 381,705,411 109,518,987 498,852 Carried
Ordinary Resolutions with a
75% majority
Directors' authority to allot and
issue ordinary shares for cash
in respect of 5% of the
unissued ordinary shares		 332,942,604 158,296,552 484,094 Not Carried
Directors' authority to allot and
issue class "A" variable rate
compulsorily convertible non
cumulative preference shares
for cash in respect of 5% of the
unissued class "A" variable rate
compulsorily non-cumulative
preference shares		 351,965,878 139,271,795 485,577 Not Carried
Special Resolutions
Directors' authority to acquire
ordinary shares and perpetual
preference shares		 480,582,804 9,889,158 1,251,288 Carried
Financial Assistance 455,145,080 35,075,219 1,502,951 Carried
Non-executive directors'
remuneration		 480,059,023 10,982,389 681,838 Carried
Investec plc
Ordinary Business: Investec
plc
To receive and adopt the
audited financial statements of
Investec plc for the year ended
31 March 2011, together with
the reports of the directors of
Investec plc and of the auditors
of Investec plc.		 490,912,794 355,680 454,776 Carried
To sanction the interim dividend
paid by Investec plc on the
ordinary shares in Investec plc
for the 6 (six) month period
ended 30 September 2010.		 491,246,575 21,466 455,209 Carried
Subject to the passing of
resolution no. 24 to declare a
final dividend on the ordinary
shares in Investec plc for the
year ended
31 March
2011 of an amount equal to that
recommended by the directors
of Investec plc.		 491,243,591 24,450 455,209 Carried
Votes For Votes
Against		 Votes
Abstain		 Result
RESOLUTION RESULT
To re-appoint Ernst & Young
LLP of 1 More London Place,
London, SE1 2AF, as auditors
of Investec plc to hold office
until the conclusion of the
Annual General Meeting of
Investec plc to be held in 2012
and to authorise the directors of
Investec plc to fix their
remuneration.		 489,456,292 1,247,581 1,019,377 Carried
Special Business:
Investec
plc
Ordinary Resolution
Directors' authority to allot
shares and other securities		 305,192,888 186,070,086 460,276 Carried
Special Resolutions
Directors' authority to allot
ordinary shares for cash		 333,520,809 157,738,565 463,876 Not Carried
Directors' authority to purchase
ordinary shares		 485,522,160 437,508 5,763,582 Carried
Directors' authority to purchase
preference shares		 490,993,905 76,991 652,354 Carried
Ordinary Resolution
Political donations 469,763,614 20,483,781 1,475,855 Carried

Document regarding Resolutions passed at the AGM on 04 August 2011:

Copies of all resolutions passed as special business at the AGM on 04 August 2011 have, pursuant to Listing Rule 9.6.2, been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do

David Miller Benita Coetsee Investec plc Investec Limited

.

Company Secretary Company Secretary

APPENDIX A

Investec plc Investec Limited
RESOLUTION FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1 282,470,137 41,249,115 21,925,446 108,031,833 16,513,695 7,510,847
2 312,512,093 32,133,875 998,731 131,731,848 246,138 78,389
3 342,901,196 2,361,851 381,652 130,363,120 1,614,866 78,389
4 344,629,585 633,462 381,652 131,977,986 0 78,389
5 344,856,474 405,090 383,135 131,977,986 0 78,389
6 338,278,354 6,366,553 999,792 130,363,120 1,614,866 78,389
7 344,856,957 405,090 382,652 131,977,986 0 78,389
8 307,274,887 35,897,836 2,471,976 126,101,663 5,876,323 78,389
9 342,863,794 2,399,253 381,652 130,363,120 1,614,866 78,389
10 329,258,815 12,394,377 3,991,507 130,235,035 1,742,951 78,389
11 342,901,358 2,361,689 381,652 130,363,120 1,614,866 78,389
12 333,967,336 10,678,632 998,731 130,235,035 1,742,951 78,389
13 328,572,591 16,688,973 383,135 131,977,986 0 78,389
14 249,538,817 74,180,435 21,925,446 107,793,335 24,041,935 221,105
15 333,913,922 10,732,046 998,731 130,163,409 1,814,577 78,389
16 338,400,198 6,636,366 608,135 128,139,501 3,838,485 78,389
17 344,803,670 458,377 382,652 129,882,452 2,095,534 78,389
18 235,276,455 106,943,014 3,425,230 121,139,456 10,837,230 79,689
19 340,838,353 408,291 4,398,055 131,848,601 21,564 186,210
20 345,260,799 3,356 380,544 130,773,828 0 1,282,547
21 344,736,898 508,914 398,887 131,906,360 71,626 78,389
22 345,245,365 14 399,320 131,977,986 0 78,389
23 345,240,312 3,347 401,040 131,977,986 0 78,389
24 345,189,171 53,226 379,802 131,977,986 0 78,389
25 343,505,689 1,175,522 963,488 131,906,360 71,626 78,389
26 344,401,432 844,380 398,887 131,906,360 71,626 78,389
27 212,572,418 132,655,576 416,705 107,774,624 24,202,062 79,689
28 217,671,268 127,554,502 418,929 106,563,541 25,413,145 79,689
29 246,964,012 98,261,524 419,163 120,719,223 11,257,463 79,689
30 212,235,689 133,003,305 405,705 106,684,739 25,293,247 78,389
31 217,865,806 127,371,705 407,188 120,077,896 11,900,090 78,389
32 336,655,594 8,010,802 978,303 129,905,034 1,878,356 272,985
33 319,397,475 25,832,224 415,000 121,725,429 9,242,995 1,087,951
34 334,372,810 10,864,336 407,553 131,664,037 118,053 274,285
35 344,984,258 284,054 376,387 131,906,360 71,626 78,389
36 345,267,879 0 376,820 131,956,520 21,466 78,389
37 345,264,895 2,984 376,820 131,956,520 21,466 78,389
38 343,527,756 1,175,955 940,988 131,906,360 71,626 78,389
39 196,366,877 148,895,935 381,887 94,803,835 37,174,151 78,389
40 212,882,977 132,379,835 381,887 106,615,656 25,358,730 81,989
41 340,920,316 367,833 4,356,550 130,579,668 69,675 1,407,032
42 345,256,039 9,291 379,369 131,715,690 67,700 272,985
Investec plc Investec Limited
RESOLUTION FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
43 327,980,786 17,276,009 387,904 127,760,902 3,207,522 1,087,951

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