t
| Date | 26 Jul 2023 |
| Time | 16:30:01 |
| Category | AGMs and other meetings |
| ID | 3078H |
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Ninety One plc Registration number: 12245293 Date of registration: 4 October 2019 JSE share code: N91 ISIN: GB00BJHPLV88
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Ninety One Limited Registration number: 2019/526481/06 Date of registration: 18 October 2019 ISIN: ZAE000282356
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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 26 July 2023 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. |
723,708,194 |
99.61 |
2,832,923 |
0.39 |
1,114,623 |
0.15 |
726,541,117 |
79.06 |
|
|
2 |
To re-elect Kim McFarland as a director. |
720,738,513 |
99.20 |
5,799,032 |
0.80 |
1,118,195 |
0.15 |
726,537,545 |
79.06 |
|
|
3 |
To re-elect Gareth Penny as a director. |
716,552,863 |
98.63 |
9,956,320 |
1.37 |
1,146,557 |
0.16 |
726,509,183 |
79.06 |
|
|
4 |
To re-elect Idoya Basterrechea Aranda as a director. |
726,345,073 |
99.94 |
433,527 |
0.06 |
877,140 |
0.12 |
726,778,600 |
79.09 |
|
|
5 |
To re-elect Colin Keogh as a director. |
726,344,304 |
99.94 |
434,365 |
0.06 |
877,071 |
0.12 |
726,778,669 |
79.09 |
|
|
6 |
To re-elect Busisiwe Mabuza as a director. |
724,799,354 |
99.76 |
1,710,941 |
0.24 |
868,621 |
0.12 |
726,510,295 |
79.06 |
|
|
7 |
To re-elect Victoria Cochrane as a director. |
725,063,148 |
99.76 |
1,715,458 |
0.24 |
877,134 |
0.12 |
726,778,606 |
79.09 |
|
|
8 |
To re-elect Khumo Shuenyane as a director. |
643,167,773 |
93.66 |
43,508,538 |
6.34 |
40,979,366 |
5.63 |
686,676,311 |
74.73 |
|
|
9 |
To approve the directors' remuneration report, for the year ended 31 March 2023. |
625,603,731 |
98.71 |
8,144,325 |
1.29 |
93,907,462 |
12.91 |
633,748,056 |
68.97 |
|
|
10 |
To approve the directors' remuneration policy. |
690,982,562 |
95.08 |
35,763,262 |
4.92 |
909,475 |
0.12 |
726,745,824 |
79.09 |
|
|
11 |
To approve Ninety One's climate strategy. |
625,135,495 |
98.29 |
10,899,079 |
1.71 |
91,621,166 |
12.59 |
636,034,574 |
69.21 |
|
|
Ordinary business: Ninety One plc |
||||||||||
|
12 |
To receive and adopt the audited annual financial statements of Ninety One plc for the year ended 31 March 2023, together with the reports of the directors and of the auditor of Ninety One plc. |
725,466,404 |
100.00 |
33,684 |
0.00 |
2,155,652 |
0.30 |
725,500,088 |
78.95 |
|
|
13 |
Subject to the passing of resolution no. 20, to declare a final dividend on the ordinary shares for the year ended 31 March 2023. |
726,762,233 |
100.00 |
32,603 |
0.00 |
860,904 |
0.12 |
726,794,836 |
79.09 |
|
|
14 |
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 2024, with the designated audit partner being Allan McGrath. |
726,764,202 |
99.99 |
36,772 |
0.01 |
853,766 |
0.12 |
726,800,974 |
79.09 |
|
|
15 |
To authorise the Audit and Risk Committee to set the remuneration of Ninety One plc's auditors. |
726,620,727 |
99.98 |
122,113 |
0.02 |
872,900 |
0.12 |
726,742,840 |
79.09 |
|
|
Special business: Ninety One plc |
||||||||||
|
16 |
Ordinary resolution: Directors' authority to allot shares and other securities. |
657,935,679 |
90.52 |
68,873,004 |
9.48 |
847,057 |
0.12 |
726,808,683 |
79.09 |
|
|
17 |
Special resolution: Authority to purchase own ordinary shares. |
725,584,864 |
99.87 |
965,263 |
0.13 |
1,105,467 |
0.15 |
726,550,127 |
79.06 |
|
|
18 |
Special resolution: Consent to short notice. |
702,105,555 |
96.60 |
24,702,223 |
3.40 |
847,868 |
0.12 |
726,807,778 |
79.09 |
|
|
Ordinary business: Ninety One Limited |
||||||||||
|
19 |
To present the audited financial statements of Ninety One Limited for the year ended 31 March 2023, 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 |
||||||||
|
20 |
Subject to the passing of resolution no. 13, to declare a final dividend on the ordinary shares for the year ended 31 March 2023. |
726,759,736 |
100.00 |
32,603 |
0.00 |
863,401 |
0.12 |
726,792,339 |
79.09 |
|
|
21 |
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 2024, with the designated audit partner being Chantel van den Heever.
|
726,755,513 |
99.99 |
37,786 |
0.01 |
860,442 |
0.12 |
726,793,299 |
79.09 |
|
|
22 |
Election of Audit and Risk Committee members. |
|
||||||||
|
i. Victoria Cochrane
|
726,743,254 |
100.00 |
33,877 |
0.00 |
876,610 |
0.12 |
726,777,131 |
79.09 |
|
|
|
ii.Colin Keogh
|
725,918,297 |
99.88 |
858,828 |
0.12 |
876,616 |
0.12 |
726,777,125 |
79.09 |
|
|
|
iii.Khumo Shuenyane
|
625,891,478 |
86.12 |
100,894,453 |
13.88 |
867,810 |
0.12 |
726,785,931 |
79.09 |
|
|
|
23 |
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. |
654,758,989 |
90.09 |
72,029,115 |
9.91 |
865,637 |
0.12 |
726,788,104 |
79.09 |
|
|
24 |
General authority to issue ordinary shares for cash. |
578,601,311 |
79.61 |
148,186,714 |
20.39 |
865,716 |
0.12 |
726,788,025 |
79.09 |
|
|
Special business: Ninety One Limited |
||||||||||
|
25 |
Special resolution 1 - Authority to acquire ordinary shares of Ninety One Limited. |
690,786,547 |
96.80 |
22,860,643 |
3.20 |
14,006,551 |
1.92 |
713,647,190 |
77.66 |
|
|
26 |
Special resolution 2 - Financial Assistance. |
681,556,905 |
95.47 |
32,313,862 |
4.53 |
13,782,974 |
1.89 |
713,870,767 |
77.68 |
|
|
27 |
Special resolution 3 - Non-executive directors' remuneration. |
689,043,699 |
96.55 |
24,618,478 |
3.45 |
13,991,564 |
1.92 |
713,662,177 |
77.66 |
|
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.
The Board notes that resolution 24, although it passed, had a significant number of votes cast against it (20.39%). The Board will continue its ongoing dialogue with shareholders and consult as appropriate to fully understand any concerns in relation to this resolution. In accordance with provision 4 of the 2018 UK Corporate Governance Code, the Board shall provide an update on these engagements within six months of the AGM.
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 296,309,423 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 918,934,045.
Resolutions 17, 18, 25, 26 and 27 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.
26 July 2023
JSE Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
+27 (0) 115 070 300