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Investec notices of annual general meetings and form of proxy

Investec notices of annual general meetings and form of proxy 2023

C O N T E N T S

Letter to Investec plc and Investec Limited shareholders

2

Notice of annual general meeting of Investec plc

4

Notice of annual general meeting of Investec Limited

13

Guide to joining the electronic annual general meetings

22

Biographical details of the directors

24

Form of proxy for annual general meeting of Investec Limited

31

Electronic participation in the annual general meeting of Investec Limited: Application form

35

1

Investec notices of annual general meetings and form of proxy 2023

LETTER TO INVESTEC PLC AND INVESTEC LIMITED SHAREHOLDERS

This document is important and requires your immediate attention. If you are in any doubt as to the action you should take, you are recommended to obtain your own personal financial advice immediately from your stockbroker, bank manager, accountant or other independent professional adviser authorised under Part VI of the United Kingdom (UK) Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your ordinary shares in Investec plc, please send this document together with the accompanying Form of Proxy at once to the relevant transferee or to the stockbroker, bank or other person through whom the sale or transfer was effected, for transmission to the relevant transferee.

Dear shareholder

Your vote

The AGM provides an important opportunity for shareholders to express their views on the financial performance, management and governance of the Investec Group. The Board would therefore like to encourage all shareholders to complete and submit a form of proxy before the meeting. Completion of a form of proxy will not prevent shareholders from either joining the webcast and voting electronically during the meetings or attending and voting in person should they wish to do so. If you are unable to join the webcast or attend the vote in person, your vote is still important to us, and I would urge you to register your proxy appointment. Further information on voting and proxies can be found in the notes to the respective notices set out on pages 12 and 13 for Investec plc, and page 21 for Investec Limited.

Please find enclosed the notices of the Annual General Meetings of Investec plc and Investec Limited (together the Investec Group) to be held on Thursday, 3 August 2023 at 11:00 (UK time) and 12:00 (South African time) respectively (together the AGM).

In accordance with Investec's dual listed companies' (DLC) structure, the AGM will be held in parallel, and the shareholders of both companies will have the opportunity to vote on each of the resolutions, with the votes aggregated to determine the result.

AGM Arrangements

The AGM is a key event, providing shareholders with the opportunity to engage with the Boards of Investec plc and Investec Limited (together the Board), ask questions and learn more about the Investec Group and we are committed to enabling shareholders to actively participate in the AGM. In order to enable shareholders to participate in the AGM we are pleased to confirm that it is intended that the AGM will be held as combined electronic and physical meetings.

The guide for electronic participation for our Investec plc shareholders follow the notices of the AGM on pages 22 to 23. The meeting ID, your unique Shareholder Reference Number (SRN) and PIN, which will be required to join the meeting, can all be found on the form of proxy.

The guide for electronic participation for our Investec Limited shareholders can be found in the notice to the Investec Limited AGM on pages 35 to 36, and the instructions for joining the electronic AGM follow the notices of the AGM on pages 22 to 23.

During the webcast, you will be able to participate online, using your smartphone, tablet or computer; see and hear the directors speak; see the presentation slides; engage in the Q&A session; and vote during the meeting in respect of your holding. Shareholders may also submit questions relating to the business of the meeting online in written form or by telephony during the meeting, or in advance by emailing the Company Secretaries at companysecretarial@investec.com.

The notices of the AGM are set out on pages 4 to 21 of this document and detail the resolutions that will be put to a shareholder vote at the AGM.

In summary, the order of business will be as follows:

  • Common business of Investec plc and Investec Limited
  • Ordinary and special business of Investec Limited
  • Ordinary and special business of Investec plc.

Your dividend

The Board is recommending for approval at the AGM:

  • A final ordinary dividend payment for Investec Limited of 423 cents per ordinary share in respect of the financial year ended 31 March 2023. The final dividend, if approved, will take the total ordinary dividend for Investec Limited for the financial year ended
    31 March 2023 to 701 cents per ordinary share
  • A final ordinary dividend payment for Investec plc of 17.5 pence per ordinary share in respect of the financial year ended 31 March 2023. For Investec plc shareholders on the South African branch register this will be through a dividend payment by Investec Limited on the SA DAS share equivalent to 17.5 pence per ordinary share. The final dividend, if approved, will take the total ordinary dividend for Investec plc for the financial year ended
    31 March 2023 to 31 pence per ordinary share.

Your Board

In accordance with corporate governance best practice, the Board has resolved to adopt the provisions from the UK Corporate Governance Code relating to the annual re-election of all directors. Shareholders will therefore be asked to vote on separate resolutions to approve either the re-election or election of each of the directors of the companies. In this regard, I would like to confirm to you that following the annual effectiveness review, carried out during 2022/23, the Board believes the directors proposed for re-election continue to be effective and demonstrate commitment to the role and bring valuable knowledge, skills and experience to the Board.

The following changes have been announced which will take place immediately after the AGM:

  • Khumo Lesego Shuenyane , a Non-Executive Director, will not stand for re-election at the 2023 AGM, and will accordingly step down from the Board with effect from 3 August 2023
  • Richard John Wainwright , an Executive Director, will not stand for re-election at the 2023 AGM, and will accordingly step down from the Board with effect from 3 August 2023
  • James Kieran Colum Whelan , an Executive Director, will not stand for re-election at the 2023 AGM, and will accordingly step down from the Board with effect from 3 August 2023

2

Investec notices of annual general meetings and form of proxy 2023

LETTER TO INVESTEC PLC AND INVESTEC LIMITED SHAREHOLDERS CONTINUED

The Board carries out an annual effectiveness review,

which is facilitated externally at least once every three years. The annual effectiveness review provides an opportunity, amongst other things, to highlight potential areas of further development, to enable the Board to continue to enhance its own performance.

The 2022/23 evaluation of the Board, Board Committees and individual directors was undertaken internally. An externally facilitated review was conducted by an independent external third party, Fidelio Partners, Board Development and Executive Search Consultants in 2021/22.

The 2022/23 evaluation concluded that the performance of the Board, its committees and each of the directors continues to be effective. Further information on the Board, the evaluation findings, including the roles and performance effectiveness of the directors, and the skills and experience of each director proposed for election and re-election can be found in the corporate governance report on pages 127 to 131 in the Investec Group's 2023 integrated and strategic annual report.

The Board considers that each of the directors standing for reelection makes a strong contribution to the Board through their knowledge, skills and experience. Brief biographical details of each of the directors proposed to be re-elected, follows the notices of AGM on pages 24 to 27.

Recommendation

The Board believes that the proposals set out in the notices of the AGM promote the success of the companies and are in the best interests of the companies and their shareholders as a whole. The Board therefore unanimously recommends that you vote in favour of all the resolutions. Your directors intend to vote in favour of all the resolutions in respect of their

own holdings.

Philip Hourquebie

Group Chair

27 June 2023

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Disclaimer

Investec plc published this content on 28 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 June 2023 07:22:05 UTC.