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
LEI: 549300G0TJCT3K15ZG14
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
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 22 July 2026 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. 769,180,952 99.76% 1,861,198 0.24% 571,991 0.07% 771,042,150 77.43% | 2 To re-elect Kim McFarland as a director. 770,198,421 99.89% 841,236 0.11% 574,484 0.07% 771,039,657 77.43% | 3 To re-elect Gareth Penny as a director. 767,540,984 99.55% 3,497,660 0.45% 575,497 0.07% 771,038,644 77.43% | 4 To re-elect Idoya Basterrechea Aranda as a director. 768,557,085 99.88% 938,129 0.12% 2,118,927 0.27% 769,495,214 77.28% | 5 To re-elect Busisiwe Mabuza as a director. 764,631,059 99.37% 4,858,920 0.63% 2,124,162 0.28% 769,489,979 77.28% | 6 To re-elect Victoria Cochrane as a director. 769,277,237 99.97% 218,989 0.03% 2,117,915 0.27% 769,496,226 77.28% | 7 To re-elect Khumo Shuenyane as a director. 767,475,386 99.76% 1,868,364 0.24% 2,270,391 0.29% 769,343,750 77.26% | 8 To elect Charles Harman as a director. 768,936,219 99.93% 539,417 0.07% 2,138,505 0.28% 769,475,636 77.28% | 9 To approve the directors' remuneration report, for the year ended 31 March 2026. 755,586,767 98.12% 14,503,557 1.88% 1,523,723 0.20% 770,090,324 77.34% | 10 To approve the directors' remuneration policy. 720,220,670 95.54% 33,601,425 4.46% 17,792,046 2.31% 753,822,095 75.70% | 11 To approve Ninety One's climate strategy. 657,985,749 96.85% 21,418,542 3.15% 92,209,850 11.95% 679,404,291 68.23% | 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 2026, together with the reports of the directors and of the auditor of Ninety One plc. 770,232,744 99.97% 203,319 0.03% 1,178,078 0.15% 770,436,063 77.37% | 13 Subject to the passing of resolution 22, to declare a final dividend on the ordinary shares for the year ended 31 March 2026. 771,020,647 100.00% 21,955 0.00% 571,539 0.07% 771,042,602 77.43% | 14 To re-appoint PricewaterhouseCoopers LLP of 7 More London Riverside, London, SE1 2RT, as auditor of Ninety One plc in place of the retiring auditor to hold office until the conclusion of the Annual General Meeting of Ninety One plc to be held in 2027, with the designated audit partner being Allan McGrath. 770,453,690 99.93% 571,752 0.07% 588,699 0.08% 771,025,442 77.43% | 15 To authorise the Audit and Risk Committee to set the remuneration of Ninety One plc's auditors. 765,414,290 99.27% 5,607,942 0.73% 591,909 0.08% 771,022,232 77.43% | Special business: Ninety One plc | 16 Ordinary resolution: Directors' authority to allot shares and other securities. 743,260,032 96.40% 27,767,495 3.60% 586,614 0.08% 771,027,527 77.43% | 17 Special resolution: Disapplication of pre-emption rights. 604,177,383 78.36% 166,840,548 21.64% 596,210 0.08% 771,017,931 77.43% | 18 Special resolution: Authority to purchase own ordinary shares. 767,030,685 99.51% 3,743,104 0.49% 840,352 0.11% 770,773,789 77.41% | 19 Special resolution: Authority to purchase own ordinary shares on the Johannesburg Stock Exchange. 765,523,866 99.31% 5,348,606 0.69% 741,669 0.10% 770,872,472 77.42% | 20 Special resolution: Consent to short notice. 738,432,418 95.77% 32,595,213 4.23% 586,510 0.08% 771,027,631 77.43% | Ordinary business: Ninety One Limited | 21 To present the audited financial statements of Ninety One Limited for the year ended 31 March 2026, 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 | 22 Subject to the passing of resolution 13, to declare a final dividend on the ordinary shares for the year ended 31 March 2026. 770,912,442 99.99% 104,982 0.01% 596,717 0.08% 771,017,424 77.43% | 23 To re-appoint PricewaterhouseCoopers Inc. of 5 Silo Square, V&A Waterfront, Cape Town, 8002, South Africa, 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 2027, with the designated audit partner being Nicolette Jacobs. 770,687,709 99.96% 322,702 0.04% 603,730 0.08% 771,010,411 77.43% | 24 Election of Audit and Risk Committee members. | i. Victoria Cochrane 768,950,250 99.93% 516,854 0.07% 2,147,037 0.28% 769,467,104 77.28% | ii. Khumo Shuenyane 762,808,845 99.13% 6,658,247 0.87% 2,147,049 0.28% 769,467,092 77.28% | iii.Charles Harman 769,104,227 99.95% 362,877 0.05% 2,147,037 0.28% 769,467,104 77.28% | 25 Election of Sustainability, Social and Ethics Committee members | i. Khumo Shuenyane 767,287,198 99.74% 2,026,625 0.26% 2,300,318 0.30% 769,313,823 77.26% | ii. Gareth Penny 768,914,635 99.73% 2,095,328 0.27% 604,178 0.08% 771,009,963 77.43% | iii. Hendrik du Toit 769,147,599 99.39% 4,749,969 0.61% 607,650 0.08% 773,897,568 77.72% | Special business: Ninety One Limited | 26 Authorising the directors to issue up to 5% of the issued ordinary shares in Ninety One Limited. 753,295,584 92.77% 58,727,822 7.23% 611,885 0.08% 812,023,406 81.55% | 27 General authority to issue ordinary shares for cash. 694,662,736 95.63% 31,722,456 4.37% 608,185 0.08% 726,385,192 72.95% | 28 Authority to acquire ordinary shares of Ninety One Limited. 766,856,151 99.50% 3,855,671 0.50% 866,563 0.11% 770,711,822 77.40% | 29 Special resolution 1 - Financial Assistance. 767,262,170 99.50% 3,823,529 0.50% 601,505 0.08% 771,085,699 77.44% | 30 Special resolution 2 - Non-executive directors' remuneration. 770,445,686 99.97% 225,070 0.03% 686,104 0.09% 770,670,756 77.40% |
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 special resolution 17 passed with the required majority, there were a significant number of votes cast against it (21.64%). 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 2024 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 662,783,436 ordinary shares of GBP0.0001 each and Ninety One Limited's issued capital consists of 332,961,027 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 995,744,463.
Resolutions 17, 18, 19, 20, 29 and 30 were passed as special resolutions. Copies of resolutions 16, 17,18 19 and 20 will be filed with Companies House in the United Kingdom.
In accordance with UK Listing Rule 6.4.2R, 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.
22 July 2026
JSE Sponsor:
J.P. Morgan Equities South Africa (Pty) Limited
+27 (0) 115 070 300
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy. END RAGDZGZNDZRGVZM