Investec PLC — AGM Information 2013

Aug 9, 2013

The Companies Act 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

INVESTEC PLC (the 'Company')

Passed on 08 August 2013

At the ANNUAL GENERAL MEETING of the Company held on Thursday 08 August 2013 the following Resolutions were duly passed of which Resolution 46 was duly passed as an ORDINARY RESOLUTION of the Company and the Resolutions 32, 33, 34, 35, 36, 37, 38, 39, 40, 47, 48, 49 and 50 were duly passed as SPECIAL RESOLUTIONS of the Company

The following resolution was passed as an ordinary resolution:

46. Ordinary resolution: Directors' authority to allot shares and other securities

Resolved that:

• the authority conferred on the directors of Investec plc by paragraph 12.2 of Article 12 of Investec plc's Articles of Association be granted for the period ending on the date of the annual general meeting of Investec plc to be held in 2014 or, if earlier, 15 (fifteen) months after the passing of this ordinary resolution and for such period the section 551 Amount shall be the aggregate of:

(i) £40 346 in respect of Investec plc ordinary shares of £0.0002 each (ordinary shares);

(ii) £34 072 in respect of Investec plc special converting shares of £0.0002 each (special converting shares); and

(iii) £1 000 000 in respect of Investec plc non-redeemable, non-cumulative, non-participating preference shares of £0.01 each and the Investec plc perpetual preference shares of R0.001 each (preference shares).

The following resolutions were passed as special resolutions:

32. Special resolution No 1: Directors' authority to acquire ordinary shares

Resolved that:

• in terms of clause 9 of the Memorandum of Incorporation of Investec Limited, as a general authority provided for in the listings requirements of the JSE (the 'JSE Listings Requirements') which authority shall be valid until Investec Limited's next annual general meeting to be held in 2014, or the date of expiry of 15 (fifteen) months from the date of the passing of this special resolution No 1, whichever is the shorter period, that the acquisition by Investec Limited or any of its subsidiaries from time to time of the issued ordinary shares of Investec Limited, upon such terms and conditions and in such amounts as the directors of Investec Limited or its subsidiaries may from time to time decide, be approved, but subject to the provisions of the South African Banks Act, No 94 of 1990, the South African Companies Act, No 71 of 2008, and the JSE Listings Requirements, each as presently constituted and as amended from time to time, it being recorded that as at 14 June 2013, the JSE Listings Requirements provide, inter alia, that:

• (i) any such acquisition of ordinary shares shall be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement;
• (ii) an announcement containing full details of such acquisitions will be published as soon as Investec Limited or any of its subsidiaries has acquired ordinary shares constituting, on a cumulative basis, 3% (three percent) of the number of ordinary shares in issue, as the case may be, when the authority is granted and for each 3% (three percent) in aggregate acquired thereafter;
• (iii) acquisitions of shares in aggregate in any 1 (one) financial year may not exceed 20% (twenty percent) of Investec Limited's issued ordinary share capital, as at the date of passing of this special resolution No 1;
• (iv) the number of ordinary shares acquired by subsidiaries of Investec Limited shall not exceed 10% (ten percent) in the aggregate in the number of issued ordinary shares in Investec Limited, at all relevant times;
• (v) in determining the price at which ordinary shares issued by Investec Limited are acquired by it or any of its subsidiaries in terms of this general authority, the maximum price at which such ordinary shares may be acquired will be 10% (ten percent) above the weighted average of the market value at which such ordinary shares are traded on the JSE as determined over the 5 (five) business days immediately preceding the date of acquisition of such ordinary shares, as the case may be, by Investec Limited or any of its subsidiaries;
• (vi) at any point in time, Investec Limited may only appoint 1 (one) agent to effect any acquisition on Investec Limited's behalf;
• (vii) a resolution is passed by the board of directors that it has authorised the acquisition, that Investec Limited and its subsidiaries have passed the solvency and liquidity test and that, since the test was performed, there have been no material changes to the financial position of the group;
• (viii) neither Investec Limited nor its subsidiaries may acquire any shares during a prohibited period as defined by the JSE Listings Requirements unless there is in place a repurchase programme where dates and quantities of shares to be traded during the prohibited period are fixed and full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited period; and
• (ix) if Investec Limited enters into derivative transactions that may or will result in the repurchase of shares in terms of this general authority, such transaction will be subject to the requirements in paragraphs (ii), (iii), (vii) and (viii) above, and the following requirements:
• the strike price of any put option, written by Investec Limited, less the value of the premium received by Investec Limited for that put option, may not be greater than the fair value of a forward agreement based on a spot price not greater than the maximum price in paragraph (v) above;
• the strike price and any call option may be greater than the maximum price in paragraph (v) at the time of entering into the derivative agreement, but Investec Limited may not exercise the call option if it is more than 10% (ten percent) 'out of the money'; and
• the strike price of the forward agreement may be greater than the maximum price in paragraph (v) but limited to the fair value of a forward agreement calculated from a spot price not greater than the maximum price in paragraph (v).

33. Special resolution No 2: Financial assistance

Resolved that:

• to the extent required by the South African Companies Act, No 71 of 2008 (the 'SA Companies Act'), the board of directors of Investec Limited may, subject to compliance with the requirements of Investec Limited's Memorandum of Incorporation (if any), the SA Companies Act, the South African Banks Act, No 94 of 1990, and the listings requirements of the JSE Limited, each as presently constituted and as amended from time to time, authorise Investec Limited to provide direct or indirect financial assistance by way of loan, guarantee, the provision of security or otherwise, to:

• (i) any of its present or future subsidiaries and/or any other company or entity that is or becomes related or inter-related to Investec Limited, for any purpose or in connection with any matter, including, but not limited to, any option, or any securities issued or to be issued by Investec Limited or a related or interrelated company or entity, or for the purchase of any securities of Investec Limited or a related or interrelated company or entity; and/or
• (ii) any of the present or future directors or prescribed officers of Investec Limited or of a related or interrelated company or entity (or any person related to any of them or to any company or corporation related or inter-related to any of them), or to any other person who is a participant in any of Investec Limited's present or future share or other employee incentive schemes, for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by Investec Limited or a related or inter-related company or entity, or for the purchase of any securities of Investec Limited or a related or inter-related company or entity, where such financial assistance is provided in terms of any such scheme that does not constitute an 'employee share scheme' as contemplated in the SA Companies Act, that satisfies the requirements of section 97 of the SA Companies Act,

such authority to endure until the next annual general meeting of Investec Limited to be held in 2014.

34. Special resolution No 3: Directors' remuneration

Resolved that:

• in terms of section 66(9) of the South African Companies Act, No 71 of 2008 (the 'SA Companies Act'), payment of the remuneration to the directors of Investec Limited for their service as directors be approved as follows:
• (i) for the period 1 April 2013 to 31 March 2014: as set out on page 124 in Volume 1 of the 2013 annual report; and
• (ii) thereafter but only until the expiry of a period of 24 (twenty four) months from the date of the passing of this special resolution No 3 (or until amended by a special resolution of shareholders prior to the expiry of such period), on the same basis as above, escalated as determined by the board of Investec Limited, up to a maximum of 5% (five percent) per annum per amount set out as aforesaid.

35. Special resolution No 4: Amendment to Memorandum of Incorporation

Resolved that:

• the Memorandum of Incorporation of Investec Limited be amended by the insertion of a new unnumbered clause in clause 2 thereof, which reads as follows:

'If any of the JSE Listings Requirements require an ordinary resolution to be passed with a 75% (seventy five percent) majority in respect of any class of listed securities, the resolution shall instead be required to be passed by a special resolution as contemplated in section 65(12) of the Act.'

36. Special resolution No 5: Deletion of clause 3.2 of the Memorandum of Incorporation

Resolved that:

• the Memorandum of Incorporation of Investec Limited be amended by the deletion of clause 3.2 thereof.

37. Special resolution No. 6: Amendments to clauses 34.2, 153.1(g) and 155.2(j) of the Memorandum of Incorporation

Resolved that:

• the Memorandum of Incorporation of Investec Limited be amended by:

1. the substitution of clause 34.2 thereof in its entirety by tthe substitution of clause 34.2 thereof in its entirety by the following new clause 34.2:

'Subject to the provisions of section 64(3)(a) of the Act and the JSE Listings Requirements (each as may be applicable), to every such separate class meeting all the provisions of this Memorandum of Incorporation relating to General Meetings and to the proceedings thereat shall mutatis mutandis apply, except that the necessary quorum shall be the Holders of that class present in person or represented by proxy and holding at least 25% (twenty five percent) of the voting rights that are entitled to be exercised in respect of the resolution required to be passed for the variation of the relevant special rights, privileges and/or conditions, but so that at any adjourned meeting any Holders of shares of the class present in person or by proxy and entitled to vote shall be a quorum, and that any Holder of shares of the class present in person or by proxy may demand a poll and that every such Holder shall on a poll have one vote for every share of the class held by him';

1. the substitution of clause 153.1(g) thereof in its entirety by the following new clause 153.1(g):

'153.1(g) Notwithstanding the provisions of Clause 11, no shares in the capital of the Company ranking, as regards dividends or return of capital on a winding-up, in priority to or pari passu with the Preference Shares shall be created without:

• (i) the prior written consent of the Holders of at least three-quarters of the Preference Shares in issue at the time; or
• (ii) the prior sanction of a special resolution passed at a separate class meeting of the Holders of the Preference Shares. The provisions of these presents relating to General Meetings of the Company shall, mutatis mutandis, apply to any class meeting, except that a quorum at any such class meeting shall be as contemplated in Clause 34.2, provided that if at any such class meeting a quorum is not so present, then the meeting shall stand adjourned and the provisions of this Memorandum of Incorporation relating to adjournments of General Meetings of the Company shall apply, mutatis mutandis'; and
• 1. the substitution of clause 155.2(j) thereof in its entirety by the following new clause 155.2(j):

'155.2(j) Notwithstanding the provisions of Clause 11, no shares in the capital of the Company ranking, as regards rights to dividends or on a winding-up as regards return of capital, in priority to the Preference Shares, shall be created or issued, without the prior sanction of a special resolution passed at a separate class meeting of the Holders of the Preference Shares. At every meeting of the Holders of the Preference Shares, the provisions of this Memorandum of Incorporation relating to General Meetings of Holders of Ordinary Shares shall apply, mutatis mutandis, except that a quorum at any such General Meeting shall be as contemplated in Clause 34.2, provided that if at any adjournment of such meeting a quorum is not so present, the provisions of this Memorandum of Incorporation relating to adjourned General Meetings shall apply, mutatis mutandis.'

38. Special resolution No 7: Increase in the authorised share capital

Resolved that:

• the authorised share capital of Investec Limited be increased by the creation of 20 000 000 (twenty million) non-redeemable, non-cumulative, non-participating preference shares

having a par value of R0.01 (one cent) each in the share capital of Investec Limited ('Non-Redeemable Programme Preference Shares'), ranking pari passu with the existing 100 000 000 (one hundred million) non-redeemable, non-cumulative, non-participating preference shares with a par value of R0.01 (one cent) each in Investec Limited's authorised share capital, with regard to the rights to dividends and repayment of capital on the winding-up of Investec Limited, and having the associated preferences, rights, limitations and other terms as are determined by the board of directors of Investec Limited from time to time and prior to the issue thereof in accordance with section 36(3) of the SA Companies Act, No 71 of 2008 (the board being specifically authorised to determine dissimilar rights, limitations and/or other terms for different tranches of Non-Redeemable Programme Preference Shares), with reference to and in accordance with the document named 'Programme Preference Share Terms and Conditions', to be attached as Annexure B to Investec Limited's Memorandum of Incorporation (in terms of special resolutions to be proposed at general meetings of Investec Limited and Investec plc held on 9 July 2013 or, should such special resolutions not have been passed thereat, in terms of special resolution No 9 to be proposed at this annual general meeting) ('Programme Preference Share Terms and Conditions') and the provisions of the applicable pricing supplement (to which reference is made in the Programme Preference Share Terms and Conditions as the 'Applicable Pricing Supplement (Preference Shares)'), to be read in conjunction with the Programme Preference Share Terms and Conditions.

39. Special resolution No 8: Amendment to Annexure A of the Memorandum of Incorporation

Resolved that:

Annexure A to the Memorandum of Incorporation of Investec Limited be amended by the insertion of a new paragraph, reading as follows:

'20 000 000 (twenty million) non-redeemable, non-cumulative, non-participating preference shares with a par value of R0.01 (one cent) each ('Non-Redeemable Programme Preference Shares'), ranking pari passu with the existing preference shares set out in paragraph 4 of this Annexure A, with regards to the rights to dividends and repayment of capital on the winding-up of the Company, and having the associated preferences, rights, limitations and other terms determined by the board of directors of Investec Limited from time to time and prior to the issue thereof in accordance with section 36(3) of the Act (the board being specifically authorised to determine dissimilar rights, limitations and/or other terms for different tranches of Non-Redeemable Programme Preference Shares), with reference to and in accordance with the Programme Preference Share Terms and Conditions set out in Annexure B and the provisions of the applicable pricing supplement (to which reference is made in the Programme Preference Share Terms and Conditions as the 'Applicable Pricing Supplement (Preference Shares)'), to be read in conjunction with the Programme Preference Share Terms and Conditions.

40. Special resolution No 9: Amendment to the Memorandum of Incorporation

Resolved that:

• the Memorandum of Incorporation of Investec Limited be amended by:
• 1. the insertion of a new Annexure B (a draft of which has been tabled at the annual general meeting and initialled by the chairman of the annual general meeting for purposes of identification), containing the Programme Preference Share Terms and Conditions;
• 1. the insertion of a new unnumbered paragraph at the end of clause 2 thereof, as follows:

'Unless the context otherwise requires, in the event that any of the terms and conditions set out in an annexure to this Memorandum of Incorporation, as relating to any class of preference shares, may be inconsistent with the provisions of the main body of this Memorandum of Incorporation, the provisions of the applicable annexure will prevail in respect of the relevant class of preference shares';

• 1. the substitution of clause 151 thereof in its entirety by the following new clause 151 as follows:
• '151. Amendments to Memorandum of Incorporation

Subject to the provisions of the Statutes, save for:

• 151.1 correcting errors substantiated as such from objective evidence or which are self evident errors (including, but without limitation ejusdem generis, spelling, punctuation, reference, grammar or similar defects) in the Memorandum of Incorporation;
• 151.2 complying with the requirements of the Act when:
• (a) the terms and conditions of issue of preference shares are determined, as provided for in Clause 153; or
• (b) the associated preferences, rights, limitations and other terms of the preference shares, are determined by the Board from time to time by resolution prior to the issue thereof in accordance with section 36(3) of the Act, when the Board is authorised to do so in terms of the provisions of this Memorandum of Incorporation as relating to any such preference shares,

which the Board is empowered to do, the Company may in General Meeting by way of special resolution of the Holders of Limited Ordinary Shares, amend the provisions of the Memorandum of Incorporation.'

47. Special resolution No. 10: Directors' authority to allot ordinary shares for cash

Resolved that:

• subject to the passing of resolution No 46, the power conferred on the directors of Investec plc by paragraph 12.4 of Article 12 of Investec plc's Articles of Association be granted for the period referred to in resolution No 46 and for such period the section 571 Amount shall be £6 052 (six thousand and fifty two Pounds Sterling).

48. Special resolution No 11: Directors' authority to purchase ordinary shares

Resolved that:

• Investec plc be and is hereby unconditionally and generally authorised for the purpose of section 701 of the Companies Act 2006 to make market purchases (as defined in section 693 of the Companies Act 2006) of ordinary shares in the capital of Investec plc provided that:
• (i) the maximum aggregate number of ordinary shares which may be purchased is 60 519 677 (sixty million five hundred and nineteen thousand six hundred and seventy seven) ordinary shares of £0.0002 each;

• (ii) the minimum price which may be paid for each ordinary share is the nominal value of such share at the time of purchase;

• (iii) the maximum price which may be paid for any ordinary share is an amount equal to 105% (one hundred and five percent) of the average of the middle market quotations of the ordinary shares of Investec plc as derived from the London Stock Exchange Daily Official List for the 5 (five) business days immediately preceding the day on which such share is contracted to be purchased; and

• (iv) this authority shall expire at the conclusion of the annual general meeting of Investec plc to be held in 2014, or if earlier, 15 (fifteen) months from the date on which this resolution is passed (except in relation to the purchase of ordinary shares, the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to that time.

49. Special resolution No 12: Directors' authority to purchase preference shares

Resolved that:

• Investec plc be and is hereby unconditionally and generally authorised for the purpose of section 701 of the Companies Act 2006 to make market purchases (as defined in section 693 of the Companies Act 2006) of preference shares in the capital of Investec plc provided that:
• (i) the maximum aggregate number of preference shares which may be purchased is 1 735 709 (one million seven hundred and thirty five thousand seven hundred and nine);
• (ii) the minimum price which may be paid for each preference share is its nominal value of such share at the time of purchase;
• (iii) the maximum price which may be paid for any preference share is an amount equal to 105% (one hundred and five percent) of the average of the middle market quotations of the preference shares of Investec plc as derived from the London Stock Exchange Daily Official List for the 5 (five) business days immediately preceding the day on which such share is contracted to be purchased; and
• (iv) this authority shall expire at the conclusion of the annual general meeting of Investec plc to be held in 2014, or if earlier, 15 (fifteen) months from the date on which this special resolution No 12 is passed (except in relation to the purchase of preference shares, the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to that time.

50. Special resolution No 13: Approval of website communications and consequential amendments to the Articles of Association

Resolved that:

• Investec plc be and is hereby authorised, subject to and in accordance with the provisions of the Companies Act 2006, to send, convey or supply all types of notices, documents or information to shareholders by electronic means, including by making such notices, documents or information available on a website; and
• the Articles of Association of Investec plc contained in the document produced to the Meeting and for the purposes of identification marked 'A' and signed by the Chairman of the Meeting, be and are hereby adopted as the Articles of Association of Investec plc in substitution for and to the exclusion of, the existing Articles of Association of Investec plc.