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Ninety One plc
Incorporated in England and Wales
Registration number:
12245293
Date of registration: 4 October
2019
LSE share code: N91
JSE share code: N91
ISIN: GB00BJHPLV88
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Ninety One Limited
Incorporated in the Republic of South
Africa
Registration number:
2019/526481/06
Date of registration: 18 October
2019
JSE share code: NY1
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 25 July 2024
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.
|
732,626,045
|
99.93
|
483,033
|
0.07
|
726,336
|
0
|
733,109,078
|
80.79
|
|
|
2
|
To re-elect Kim McFarland as a
director.
|
732,600,120
|
99.93
|
509,014
|
0.07
|
726,336
|
0
|
733,109,134
|
80.79
|
|
|
3
|
To re-elect Gareth Penny as a
director.
|
724,266,882
|
98.79
|
8,842,253
|
1.21
|
726,335
|
0
|
733,109,135
|
80.79
|
|
|
4
|
To re-elect Idoya Basterrechea
Aranda as a director.
|
727,881,658
|
99.29
|
5,227,420
|
0.71
|
726,336
|
0
|
733,109,078
|
80.79
|
|
|
5
|
To re-elect Colin Keogh as a
director.
|
726,861,090
|
99.15
|
6,248,107
|
0.85
|
726,273
|
0
|
733,109,197
|
80.79
|
|
|
6
|
To re-elect Busisiwe Mabuza as a
director.
|
727,395,685
|
99.22
|
5,713,299
|
0.78
|
726,486
|
0
|
733,108,984
|
80.79
|
|
|
7
|
To re-elect Victoria Cochrane as a
director.
|
732,986,337
|
99.98
|
122,648
|
0.02
|
726,485
|
0
|
733,108,985
|
80.79
|
|
|
8
|
To re-elect Khumo Shuenyane as a
director.
|
700,355,073
|
99.89
|
745,181
|
0.11
|
32,735,216
|
4
|
701,100,254
|
77.27
|
|
|
9
|
To approve the directors'
remuneration report, for the year ended 31 March 2024.
|
713,574,339
|
97.33
|
19,542,664
|
2.67
|
718,373
|
0
|
733,117,003
|
80.79
|
|
|
10
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To approve the directors'
remuneration policy.
|
696,715,844
|
95.03
|
36,401,102
|
4.97
|
718,524
|
0
|
733,116,946
|
80.79
|
|
|
11
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To approve Ninety One's climate
strategy.
|
604,161,269
|
97.84
|
13,342,825
|
2.16
|
116,331,377
|
16
|
617,504,094
|
68.05
|
|
|
Ordinary business: Ninety One
plc
|
|
12
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To receive and adopt the audited
annual financial statements of Ninety One plc for the year ended 31
March 2024, together with the reports of the directors and of the
auditor of Ninety One plc.
|
731,610,593
|
100.00
|
1,441
|
0.00
|
2,223,437
|
0
|
731,612,034
|
80.63
|
|
|
13
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Subject to the passing of resolution
no. 20, to declare a final dividend on the ordinary shares for the
year ended 31 March 2024.
|
733,127,884
|
100.00
|
409
|
0.00
|
707,178
|
0
|
733,128,293
|
80.80
|
|
|
14
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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 2025, with the
designated audit partner being Allan McGrath.
|
733,070,391
|
99.99
|
57,902
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0.01
|
707,178
|
0
|
733,128,293
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80.80
|
|
|
15
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To authorise the Audit and Risk
Committee to set the remuneration of Ninety One plc's
auditors.
|
732,902,001
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99.97
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222,041
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0.03
|
711,429
|
0
|
733,124,042
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80.80
|
|
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Special business: Ninety One
plc
|
|
16
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Ordinary resolution: Directors'
authority to allot shares and other securities.
|
675,306,853
|
92.11
|
57,815,260
|
7.89
|
713,358
|
0
|
733,122,113
|
80.80
|
|
|
17
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Special resolution: Authority to
purchase own ordinary shares.
|
726,791,045
|
99.17
|
6,063,170
|
0.83
|
981,256
|
0
|
732,854,215
|
80.77
|
|
|
18
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Special resolution: Consent to short
notice.
|
709,179,475
|
97.36
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19,234,849
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2.64
|
5,421,147
|
1
|
728,414,324
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80.28
|
|
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Ordinary business: Ninety One
Limited
|
|
19
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To present the audited financial
statements of Ninety One Limited for the year ended 31 March 2024,
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.
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Non-voting resolution
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20
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Subject to the passing of resolution
no. 13, to declare a final dividend on the ordinary shares for the
year ended 31 March 2024.
|
733,127,236
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100.00
|
1,044
|
0.00
|
707,191
|
0
|
733,128,280
|
80.80
|
|
|
21
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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 2025, with the designated audit partner being Chantel
van den Heever.
|
732,988,905
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99.98
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136,190
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0.02
|
710,376
|
0
|
733,125,095
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80.80
|
|
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22
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Election of Audit and Risk Committee
members.
|
|
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i.
Victoria Cochrane
|
732,934,837
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99.98
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147,183
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0.02
|
753,451
|
0
|
733,082,020
|
80.79
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|
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ii.
Colin Keogh
|
731,190,316
|
99.74
|
1,891,703
|
0.26
|
753,452
|
0
|
733,082,019
|
80.79
|
|
|
iii.
Khumo Shuenyane
|
695,743,244
|
94.91
|
37,338,775
|
5.09
|
753,452
|
0
|
733,082,019
|
80.79
|
|
|
23
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Authorising the directors to issue
up to 5% of the issued ordinary shares in Ninety One
Limited.
|
675,586,891
|
92.15
|
57,536,645
|
7.85
|
711,935
|
0
|
733,123,536
|
80.80
|
|
|
24
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General authority to issue ordinary
shares for cash.
|
604,289,169
|
82.43
|
128,833,026
|
17.57
|
713,276
|
0
|
733,122,195
|
80.80
|
|
|
Special business: Ninety One
Limited
|
|
25
|
Special resolution 1 - Authority to
acquire ordinary shares of Ninety One Limited.
|
724,641,703
|
98.85
|
8,418,014
|
1.15
|
775,754
|
0
|
733,059,717
|
80.79
|
|
|
26
|
Special resolution 2 - Financial
Assistance.
|
721,566,182
|
98.42
|
11,548,606
|
1.58
|
720,682
|
0
|
733,114,788
|
80.79
|
|
|
27
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Special resolution 3 - Non-executive
directors' remuneration.
|
732,159,640
|
99.87
|
933,250
|
0.13
|
742,581
|
0
|
733,092,890
|
80.79
|
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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.
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 284,754,801 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 907,379,427.
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 2024
JSE Sponsor:
J.P. Morgan Equities South Africa
Proprietary Limited
+27 (0) 115 070 300