Ninety One PLC — Proxy Solicitation & Information Statement 2020

Jul 14, 2020

Ninety One plc

MR SAM SAMPLE
DESIGNATION (IF ANY)
MR JOINT HOLDER 1
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Form of Proxy (UK)

Additional Holders:
ADDITIONAL HOLDER 1
ADDITIONAL HOLDER 2
ADDITIONAL HOLDER 3
ADDITIONAL HOLDER 4

The Annual General Meeting ('AGM') of the Company will be held electronically by audiocast on Thursday, 3 September 2020 at 11.00 am (UK time). If you would like to attend the AGM, please follow the instructions set out in the Notice of Meeting.

Shareholder Reference Number
C1234567890

Form of Proxy - AGM to be held on Thursday, 3 September 2020 at 11.00 am (UK time)

Cast your vote online...It's fast, easy and secure!
www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 916666
SRN: C1234567890
PIN: 1245

View the 2020 Annual Report and Notice of Meeting online: www.ninetyone.com

Register at www.investorcentre.co.uk - elect for electronic communications and manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's registrar at:
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by Tuesday 1 September 2020 at 11.00 am (UK time).

Explanatory Notes: Please read in the context of this meeting being held electronically as no physical attendance will be allowed.

1. The Company is inviting shareholders to attend and participate in the AGM electronically by audiocast. Details on how to join the meeting can be found in the Notice of Meeting. You will need the Meeting ID (148-715-503) and your unique SRN and PIN which can be found on your Form of Proxy. If you return your Form of Proxy and intend to join the audiocast, please make a note of these numbers. Please also refer to the Notice of Meeting for instructions on how a proxy or corporate representative can join the meeting.
2. Entitlement to attend and vote at the AGM and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6pm on Tuesday 1 September 2020 (or, in the event of any adjournment, 6pm on the date which is two working days prior to the adjourned meeting). Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the AGM.
3. Every holder has the right to appoint some other person(s) of his/her choice, who need not be a shareholder, as his/her proxy to exercise all or any of his/her rights to attend (electronically by audiocast), ask questions online in written form and vote on their behalf at the AGM. If you wish to appoint a person other than the chair of the AGM, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his/her discretion as to whether, and if so how, he/she votes.
4. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the registrar's helpline on +44(0)370 703 6027 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
6. The 'Abstain' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that an abstention is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
7. The above is how your address appears on the Register of Members. If this information is incorrect, please contact the registrar's helpline on +44(0)370 703 6027 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
8. Any alterations made to this form should be initialled.
9. The completion and return of this form will not preclude a member from attending the AGM electronically and voting at the AGM.
10. Please see the notes to the Notice of Meeting for further information on completion of this Form of Proxy.

This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

MR A SAMPLE

ADDITIONAL HOLDER 1
ADDITIONAL HOLDER 2
ADDITIONAL HOLDER 3
ADDITIONAL HOLDER 4

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Form of Proxy

Please complete this box only if you wish to appoint a third-party proxy other than the chair of the AGM. Please leave this box blank if you want to select the chair of the AGM. Do not insert your own name(s).

C1234567890

I/We hereby appoint the chair of the AGM OR the person indicated in the box above as my/our proxy to attend, ask questions online in written form and vote in respect of my/our full voting entitlement* on my/our behalf at the AGM of Ninety One plc to be held electronically by audiocast on Thursday 3 September 2020 at 11.00 am (UK time), and at any adjourned meeting.

• Enter the number of shares in relation to which your proxy may act (if not your full voting entitlement).

☐ Please tick here if this proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy, please refer to explanatory notes 3 and 4.

Please use a black pen. Mark with an X inside the box as shown in this example. ☐

Common business: Ninety One plc and Ninety One Limited

	For	Against	Abstain
1. To elect Gareth Penny as a director.	☐	☐	☐
2. To elect Colin Keogh as a director.	☐	☐	☐
3. To elect Idoya Basterrechea Aranda as a director.	☐	☐	☐
4. To elect Victoria Cochrane as a director.	☐	☐	☐
5. To elect Busisiwe Mabuza as a director.	☐	☐	☐
6. To elect Fani Titi as a director.	☐	☐	☐
7. To elect Hendrik du Toit as a director.	☐	☐	☐
8. To elect Kim McFarland as a director.	☐	☐	☐
9. To approve the directors' remuneration report, for the year ended 31 March 2020.	☐	☐	☐
10. To approve the directors' remuneration policy.	☐	☐	☐
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 these resolutions.	☐	☐	☐
12. To approve the Ninety One plc Executive Incentive Plan.	☐	☐	☐
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.	☐	☐	☐
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 Annual General Meeting of Ninety One plc to be held in 2021.	☐	☐	☐
15. To authorise the Audit and Risk Committee to set the remuneration of the Company's auditor.	☐	☐	☐
Special business: Ninety One plc	☐	☐	☐
16. Ordinary resolution: Directors' authority to allot shares and other securities.	☐	☐	☐
17. Special resolution: Authority to purchase own ordinary shares.	☐	☐	☐
18. Special Resolution: Consent to short notice.	☐	☐	☐
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 Annual General Meeting of Ninety One Limited to be held in 2021.	☐	☐	☐
21. Election of Audit and Risk Committee members.	☐	☐	☐
i Victoria Cochrane	☐	☐	☐
ii Idoya Basterrechea Aranda	☐	☐	☐
iii Colin Keogh	☐	☐	☐
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.	☐	☐	☐
23. General authority to issue ordinary shares for cash.	☐	☐	☐
Special resolutions	☐	☐	☐
24. Special resolution 1 - Authority to acquire ordinary shares of Ninety One Limited subject to restriction under SA law.	☐	☐	☐
25. Special resolution 2 - Financial Assistance.	☐	☐	☐
26. Special resolution 3 - Non-executive directors' remuneration.	☐	☐	☐

I/We instruct my/our proxy as indicated on this Form of Proxy. Unless otherwise instructed the proxy may vote as he/she sees fit or abstain in relation to any business of the AGM.

Signature

Date

DD/MM/YY

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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