NINETY ONE PLC Ninety One plc | Ninety One Limited |
Incorporated in England and Wales | Incorporated in the Republic of South Africa |
Registration number: 12245293 | Registration number: 2019/526481/06 |
Date of registration: 4 October 2019 | Date of registration: 18 October 2019 |
LSE share code: N91 | JSE share code: NY1 |
JSE share code: N91 | ISIN: ZAE000282356 |
ISIN: GB00BJHPLV88 |
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 2022 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:
Total | ||||||||||
Votes | ||||||||||
Cast as | ||||||||||
Resolution | Votes For | % | Votes | % | Votes | % | Total Votes | a % of | ||
Against | Withheld | Cast | the | |||||||
Ordinary | ||||||||||
Shares | ||||||||||
in Issue | ||||||||||
Common business: Ninety One plc and Ninety One Limited | ||||||||||
1 | To re-elect Hendrik du Toit as a | |||||||||
director. | 788,686,577 | 99.57 | 3,367,950 | 0.43 | 3,254,190 | 0.41 | 792,054,527 | 85.84 | ||
2 | To re-elect Kim McFarland as a | |||||||||
director. | 789,293,666 | 99.65 | 2,761,279 | 0.35 | 3,253,772 | 0.41 | 792,054,945 | 85.84 | ||
3 | To re-elect Gareth Penny as a | |||||||||
director. | 786,563,804 | 99.62 | 3,012,071 | 0.38 | 5,732,842 | 0.72 | 789,575,875 | 85.57 | ||
4 | To re-elect Idoya Basterrechea | |||||||||
Aranda as a director. | 788,930,079 | 99.61 | 3,124,770 | 0.39 | 3,253,868 | 0.41 | 792,054,849 | 85.84 | ||
5 | To re-elect Colin Keogh as a | |||||||||
director. | 787,713,019 | 99.45 | 4,341,576 | 0.55 | 3,254,122 | 0.41 | 792,054,595 | 85.84 | ||
6 | To re-elect Busisiwe Mabuza as | |||||||||
a director. | 790,104,078 | 99.75 | 1,956,476 | 0.25 | 3,248,163 | 0.41 | 792,060,554 | 85.84 | ||
7 | To re-elect Victoria Cochrane as | |||||||||
a director. | 791,036,923 | 99.87 | 1,018,072 | 0.13 | 3,253,722 | 0.41 | 792,054,995 | 85.84 | ||
8 | To re-elect Khumo Shuenyane | |||||||||
as a director. | 784,568,038 | 99.05 | 7,492,490 | 0.95 | 3,248,189 | 0.41 | 792,060,528 | 85.84 | ||
To approve the directors' | ||||||||||
9 | remuneration report, for the year | |||||||||
ended 31 March 2022. | 772,161,524 | 97.49 | 19,862,731 | 2.51 | 3,284,462 | 0.41 | 792,024,255 | 85.84 | ||
10 | To approve the directors' | |||||||||
remuneration policy. | 747,407,855 | 94.37 | 44,577,618 | 5.63 | 3,323,244 | 0.42 | 791,985,473 | 85.83 | ||
11 | To approve Ninety One's | |||||||||
Climate Strategy. | 692,069,579 | 97.60 | 17,008,181 | 2.40 | 86,230,957 | 10.84 | 709,077,760 | 76.85 | ||
Ordinary business: Ninety One plc | ||||||||||
To receive and adopt the | ||||||||||
audited annual financial | ||||||||||
12 | statements of Ninety One plc for | |||||||||
the year ended 31 March 2022, | ||||||||||
together with the reports of the | ||||||||||
directors and of the auditor of | ||||||||||
Ninety One plc. | 790,360,277 | 99.97 | 213,301 | 0.03 | 4,735,059 | 0.60 | 790,573,578 | 85.68 | ||
Subject to the passing of | ||||||||||
13 | resolution no. 20, to declare a | |||||||||
final dividend on the ordinary | ||||||||||
shares for the year ended 31 | ||||||||||
March 2022. | 790,910,041 | 100.00 | 15,687 | 0.00 | 4,382,909 | 0.55 | 790,925,728 | 85.72 |
To appoint PricewaterhouseCoopers LLP of 7 More London Riverside, London, SE1 2RT, as auditor of Ninety One plc in place of the
14 retiring auditor to hold office until the conclusion of the Annual General Meeting of Ninety One plc to be held in
2023, with the designated audit | ||||||||||||
partner being Allan McGrath. | 792,009,995 | 99.99 | 46,025 | 0.01 | 3,252,697 | 0.41 | 792,056,020 | 85.84 | ||||
To authorise the Audit and Risk | ||||||||||||
15 | Committee to set the | |||||||||||
remuneration of Ninety One | ||||||||||||
plc's auditors. | 791,960,350 | 99.99 | 78,236 | 0.01 | 3,270,131 | 0.41 | 792,038,586 | 85.84 | ||||
Special business: Ninety One plc | ||||||||||||
Ordinary resolution: Directors' | ||||||||||||
16 | authority to allot shares and | |||||||||||
other securities. | 694,683,330 | 87.73 | 97,160,706 | 12.27 | 3,464,681 | 0.44 | 791,844,036 | 85.82 | ||||
17 | Special resolution: Authority to | |||||||||||
purchase own ordinary shares. | 786,435,085 | 99.38 | 4,874,845 | 0.62 | 3,998,787 | 0.50 | 791,309,930 | 85.76 | ||||
18 | Special resolution: Consent to | |||||||||||
short notice. | 764,753,215 | 96.58 | 27,110,105 | 3.42 | 3,445,397 | 0.43 | 791,863,320 | 85.82 | ||||
Ordinary business: Ninety One Limited | ||||||||||||
To present the audited financial | ||||||||||||
statements of Ninety One | ||||||||||||
Limited for the year ended 31 | ||||||||||||
March 2022, together with the | ||||||||||||
19 | reports of the directors, the | Non-voting resolution | ||||||||||
auditor, the chair of the Audit | ||||||||||||
and Risk Committee and the | ||||||||||||
chair of the Sustainability, Social | ||||||||||||
and Ethics Committee to the | ||||||||||||
shareholders. | ||||||||||||
Subject to the passing of | ||||||||||||
resolution no. 13, to declare a | ||||||||||||
20 | final dividend on the ordinary | |||||||||||
shares for the year ended 31 | ||||||||||||
March 2022. | 792,046,383 | 100.00 | 12,185 | 0.00 | 3,250,149 | 0.41 | 792,058,568 | 85.84 | ||||
To appoint | ||||||||||||
PricewaterhouseCoopers Inc. of | ||||||||||||
5 Silo Square, V&A Waterfront, | ||||||||||||
Cape Town, 8002, South Africa, | ||||||||||||
upon the recommendation of the | ||||||||||||
current Audit and Risk | ||||||||||||
21 | 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 2023, with | ||||||||||||
the designated audit partner | ||||||||||||
being Chantel van den Heever. | 792,012,997 | 99.99 | 42,616 | 0.01 | 3,253,321 | 0.41 | 792,055,613 | 85.84 | ||||
Election of Audit and Risk | ||||||||||||
Committee members. | ||||||||||||
22 | i. Victoria Cochrane | 791,120,904 | 99.88 | 932,783 | 0.12 | 3,255,030 | 0.41 | 792,053,687 | 85.84 | |||
ii. Idoya Basterrechea Aranda | 789,776,239 | 99.71 | 2,277,512 | 0.29 | 3,254,966 | 0.41 | 792,053,751 | 85.84 | ||||
iii. Colin Keogh | 787,235,456 | 99.39 | 4,818,231 | 0.61 | 3,255,030 | 0.41 | 792,053,687 | 85.84 | ||||
Authorising the directors to issue | ||||||||||||
up to (i) | 5% of | the | issued | |||||||||
23 | ordinary shares; and (ii) 5% plus | |||||||||||
154,067 of the issued Special | ||||||||||||
Converting Shares. | 694,713,488 | 87.73 | 97,129,502 | 12.27 | 3,465,677 | 0.44 | 791,842,990 | 85.82 | ||||
24 | General | authority | to | issue | ||||||||
ordinary shares for cash. | 623,717,073 | 78.75 | 168,302,947 | 21.25 | 3,288,697 | 0.41 | 792,020,020 | 85.84 | ||||
Special business: Ninety One Limited
Special resolution 1 - Authority | |||||||||
25 | to acquire ordinary shares of | ||||||||
Ninety One Limited. | 786,222,918 | 99.36 | 5,085,110 | 0.64 | 4,000,537 | 0.50 | 791,308,028 | 85.76 | |
26 | Special resolution 2 - Financial | ||||||||
Assistance. | 776,345,279 | 98.04 | 15,520,145 | 1.96 | 3,443,292 | 0.43 | 791,865,424 | 85.82 | |
Special resolution 3 - Non- | |||||||||
27 | executive directors' | ||||||||
remuneration. | 790,266,557 | 99.78 | 1,744,904 | 0.22 | 3,297,256 | 0.41 | 792,011,461 | 85.83 |
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 (21.25%). 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 300,089,454 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 922,714,076.
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.
27 July 2022
JSE Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited +27 (0) 115 070 300
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Ninety One Ltd. published this content on 27 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 July 2022 06:31:12 UTC.
