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Integrated Annual Report 2026
Investing for a
world of change
Ninety One is an active investment manager. We invest on behalf
of our clients to achieve their long-term investment objectives.
We established our business in South Africa in 1991. From these
emerging market origins we have built a global footprint.
We remain committed to being active and responsible investors.
Investing for a better tomorrow encompasses the quest for a
sustainable future. This requires us to protect and not degrade
our biodiversity. Ninety One treasures the natural world.
The photographs in this report encapsulate this theme.
Investing for a world of change
Leopards live in rainforests, deserts, grasslands, mountains
and even on the fringes of cities. Their territory is vast and
solitary. A male leopard may occupy several hundred square
kilometres. Some of the subspecies are in good shape, some
are endangered. While the African leopard population is more
stable than most, the Amur leopard of the Russian Far East is
particularly threatened.
Strategic Report Governance Financial Statements Additional Information
Ninety One Limited
Separate annual financial statements
For the year ended 31 March 2026
AUDITED
(Registration number: 2019/526481/06)
Date of issue: 2 June 2026
These are the audited separate financial statements of Ninety One Limited for the year
ended 31 March 2026. They have been prepared by management under the supervision
of the Finance Director, Kim McFarland CA(SA). The separate financial statements have
been audited by PricewaterhouseCoopers Inc.
for the 2026 Annual General Meetings of Ninety One plc
andNinety One Limited
Notices
Contents
Strategic Report
3 Ninety One at a Glance
6 Our Business Model
7 Chairman and Chief Executive
Officer’s Statement
11 Financial Review
15 Our Values, Culture and Strategic Principles
16 Our Strategy
18 Tracking our Strategic Progress
20 Our Stakeholders
22 Our Clients
23 Our Shareholders
24 Our People
25 Acting Responsibly as a Corporate Citizen
26 Risk Management
28 Principal Risks
35 Sustainability Review
37 TCFD and TNFD Report
54 Non-Financial and Sustainability
Information Statement
Governance
56 Chairman’s Overview
59 Board of Directors
65 DLC Nominations and Directors’
AffairsCommittee Report
67 DLC Audit and Risk Committee Report
72 DLC Sustainability, Social and
EthicsCommittee Report
75 DLC Human Capital and Remuneration
Committee Report
78 Directors’ Remuneration Policy
86 Annual Report on Remuneration
103 Other Disclosures
Financial Statements
111 Independent Auditors’ Report
121 Consolidated Financial Statements
152 Annexure to the Consolidated
Financial Statements
153 Ninety One plc Company
Financial Statements
Additional Information
160 Glossary
163 Shareholder Information
Other sources of information
This report, together with the documents listed below,
can be found on our website: www.ninetyone.com
Integrated Annual Report:
Consolidated
Annual Financial
Statements
Comprehensive annual
communication to our
stakeholders covering our
business activities, strategy
and financial performance,
as well as theactivities of
ourBoard and Consolidated
Financial Statements.
ninetyone.com/
consolidated-annual-
financial-statements
Ninety One Limited:
Separate annual
financialstatements
Statements of financial
performance and position.
Prepared in accordance
withIFRS.
ninetyone.com/separate-
annual-financial-
statements
Notices of annual
generalmeetings
Notice includes relevant
shareholder information,
notice of the annual general
meetings of Ninety One plc
and Ninety One Limited and
Form of Proxy for Ninety One
Limited 2026.
ninetyone.com/notice-
of-agm
Sustainability and
Stewardship Report
Supplement provides
stakeholders with more
information on our
sustainability-related agenda,
initiatives and progress.
ninetyone.com/
sustainability-stewardship-
report
Ninety One Integrated Annual Report 20261 Strategic Report Governance Financial Statements Additional Information
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Strategic Report
Investing for a world of change
The gentoo penguin is the world’s fastest swimming
bird, reaching 36 km/h, and dives to over 200 metres
to hunt krill, fish and squid. Found across Antarctica
and sub-Antarctic islands, it breeds in large colonies
and does not migrate. With an estimated 430,000 or
more breeding pairs and a population that has grown
in recent years, it faces no immediate risk of decline,
though climate-driven changes to krill stocks pose a
growing threat.
3 Ninety One at a Glance
6 Our Business Model
7 Chairman and Chief Executive
Officer’s Statement
11 Financial Review
15 Our Values, Culture and Strategic Principles
16 Our Strategy
18 Tracking our Strategic Progress
20 Our Stakeholders
22 Our Clients
23 Our Shareholders
24 Our People
25 Acting Responsibly as a Corporate Citizen
26 Risk Management
28 Principal Risks
35 Sustainability Review
37 TCFD and TNFD Report
54 Non-Financial and Sustainability
Information Statement
Ninety One Integrated Annual Report 20262 Governance Financial Statements Additional InformationStrategic Report
20211992 1993 1994 1995 1996 1997 1998 1999 202020192018201720162015201420132012201120102009200820072006200520042003200220012000 20262022 2023 20252024
£171.8bn
Ninety One at a Glance
Ninety One is an active,
global investment manager.
Our goal is to provide
long-term investment
returns for our clients
while making a positive
difference to people
andthe planet.
Our purpose
Long-term track record
What we offer
Investing for a better tomorrow
Better firm
We are building a firm that aims to achieve excellence over the long term, with a culture
that encourages our people to reach their highest potential and puts our clients at the
centre of our business.
Better investing
Long-term investment excellence is our primary function and is non-negotiable.
Better world
We are dedicated to building a better world. We are responsible citizens of our
societiesand natural environment.
Ninety One offers a range of specialist
and outcomes-oriented strategies
thatcover multiple asset classes and
are managed by teams with distinct
investment skill sets (see page 5).
We have 1,346 employees operating
across more than 15 countries.
Seeking growth in
a world of change
+9%
AUM CAGR
2020-2026
Domestic
growth phase
+93%
AUM CAGR
1992-1998
Internationalisation
phase
+19%
AUM CAGR
1998-2009
Scaling post
crisis phase
+12%
AUM CAGR
2009-2020
AUM Adjusted operating profit
Ninety One Integrated Annual Report 20263
Governance Financial Statements Additional InformationStrategic Report
Split of our AUM
AUM by asset class
AUM by client group
3. Includes Middle East.
£171.8bn
Assets under management (“AUM”)
2025: £130.8bn
£207.5m
Profit before tax
2025: £204.3m
£2.8bn
Net flows
2025: £(4.9)bn
69%
Firm-wide investment
performance (3-year)
2025: 59%
£211.3m
Adjusted operating profit
2025: £187.9m
17.4p
Adjusted earnings per share
(“adjusted EPS”)
2025: 15.5p
17.5p
Basic earnings per share (“basic EPS”)
2025: 17.2p
29.4%
2
Employee ownership
2025: 32.6%
Key numbers
1
(as at or for the year ended 31 March 2026)
Ninety One at a Glance
1. Refer to explanations and definitions, including alternative performance measures, on pages 12 and 13, and 159 and 160.
2. Ninety One employee ownership includes independent shareholdings by Forty Two Point Two, Ninety One employee share
schemes and other direct employee shareholdings.
Equities 45%
Fixed income 25%
Multi-asset 16%
South African
fund platform 10%
Alternatives 4%
Africa 47%
Asia Pacific
3
19%
United Kingdom 14%
Americas 10%
Europe 10%
Ninety One Integrated Annual Report 20264
Governance Financial Statements Additional InformationStrategic Report
Ninety One at a Glance
How we operate
Investments Client group Operations
Investment Support
Equities Fixed income Africa United Kingdom
Legal, Compliance
and Operational Risk
Human Capital
and Workplace
Multi-asset Alternatives
Global Marketing
Asia Pacific
1
Americas Europe
Finance
and Tax
Product
Development
Investment and
Client Operations
Information
Technology
We invest across multiple asset classes and our investment
teams are organised according to specialist skill sets.
Thisdiversity allows the team to focus on the long term
andto produce the desired outcomes for clients through
the cycle.
We have specialist teams investing in equities on a global,
regional and thematic basis, with each team investing
according to their own unique style and philosophy,
including sustainable equity. The fixed income team largely
invests in emerging market bonds and credit. The multi-
asset team benefits from insights across the entire firm,
delivering global and regional growth and income
strategies. The alternatives offering focuses on private
credit across both developed and emerging markets.
The investment teams are globally integrated and are
centrally supported by the Chief Investment Officers’
(“CIOs”) office, as well as regional CIOs. In addition,
support is provided by performance, risk (including
environmental, social and governance (“ESG”)),
sustainability and engagement, investment analytics
andtrading teams.
The investment team consists of approximately
300employees, including around 270 investment
professionals.
Ninety One maintains a robust governance and
controlenvironment to ensure operational efficiency
andresilience through its key central services.
We deploy a globally integrated operations platform that
partners with service providers across the value chain,
where our internal teams retain responsibility for oversight.
Our operating model allows for agility and efficiency.
Thisisunderpinned by a framework aiming to deliver better
technology-enabled outcomes across the technology stack
by partnering with aligned providers, developing internal
capabilities where appropriate and encouraging a
firm-wide technology and AI-enabled mindset.
The operations team consists of approximately
760employees.
Ninety One operates globally, servicing institutional and
advisor clients. Client assets are managed on segregated
and pooled bases.
Five regionally defined client groups are responsible for
client engagement, asset raising, client servicing and
business development. With client teams located in
keylocations across the globe, we strive for close and
purposeful relationships with our clients. Our regional
presence allows us to tailor our service to specific local
requirements where necessary.
The client groups are supported by a global marketing
team responsible for branding, client material, events
anddigital engagement.
We also have a fund platform in South Africa for
independent financial advisors that provides access
toinvestment products from both Ninety One and
othermanagers.
The client group consists of approximately
300employees.
1. Includes Middle East.
Ninety One Integrated Annual Report 20265
Governance Financial Statements Additional InformationStrategic Report
Our Business Model
Our business model aims to create value for all our stakeholders, including our clients, people and shareholders.
Our defining characteristics
Find more details of how we engage with our stakeholders
onpages 20 to 25 and 34 to 53.
We develop
Active investment capabilities are organically developed
overtime for the benefit of our clients.
We deliver
To stay in business over the long term, we need to deliver the
performance outcomes expected by our clients. This allows us
to earn investment management fees, based on a percentage
of AUM, which is the main driver of our revenues. We also earn
performance fees on a limited number of investment strategies.
We reinvest
We continuously reinvest in our business, helping to create
capabilities to meet the requirements of our clients.
Our owner-culture drives a long-term focus and a consistency
of strategy. This approach has underwritten our successful
long-term track record of profitable organic growth.
How we create value We create value for these stakeholders
Client-focused
Our clients come first – we build meaningful, long-term
relationships and serve them in the locations where they
arebased.
People-centric
We are committed to our talent-intensive model where
ourculture is key for talent attraction and development.
Ourpeople are also significant shareholders, underpinning
our long-term alignment with stakeholders.
Capital light
We operate a capital-light model with financial discipline.
Technology- and AI-enabled
We are increasingly technology- and AI-enabled and strive
touse these tools for the benefit of all our stakeholders.
Our clients
We develop and maintain relevant strategies and products
for our clients to invest in and achieve their long-term
investment objectives.
Our shareholders
We generate sustainable returns over the long term
forourshareholders.
Our people
We create an environment where our people can excel in
delivering for our clients and other stakeholders by enjoying
the work they do, while having the freedom to be themselves
within a team context and participating in the value
theycreate.
Society and the environment
We behave responsibly and with integrity in the
communities inwhich we operate and advocate for an
inclusive and fair transition to a more sustainable world.
W
e
d
e
v
e
l
o
p
W
e
d
e
l
i
v
e
r
W
e
r
e
i
n
v
e
s
t
We put clients at the
centre of our business
Ninety One Integrated Annual Report 20266
Governance Financial Statements Additional InformationStrategic Report
Since the listing of Ninety One on the London and
Johannesburg Stock Exchanges in March 2020, our people
have meaningfully increased their shareholding, reflecting
both commitment to the firm and confidence in its future.
Over the same period, the external backdrop has shifted
dramatically – from a global pandemic and inflation shocks to
aggressive central-bank tightening, heightened geopolitical
tensions, regional wars and accelerating technological
disruption. Through it all, we have remained focused on
ourclients, our people and our long-term strategy.
The 2026 financial year also marked a special milestone:
35years since the founding of our business in South Africa
in1991. In March 2026, we celebrated this anniversary in our
newly renovated Cape Town offices – among the greenest in
the city – where the President of South Africa, Cyril Ramaphosa,
honoured us by officially opening the building. Itwas a moment
to reflect on how far we have come, and to recommit to the
journey ahead.
This firm has stood the test of time, but this is only possible
because we respect the forces for change and move with the
times. We are committed to adapting and evolving in search
of opportunities for our clients, shareholders and people.
Market environment and business conditions
The 2026 financial year saw improving business conditions,
even as competition remained intense. Global equity markets
were positive for much of the year, aided by resilient global
growth, solid earnings and a gradual broadening of market
leadership beyond the small group of mega-cap technology
stocks that had dominated in prior years. The dollar declined,
and non-US assets outperformed US assets.
Investors rotated intermittently into value, natural resources,
international equities and emerging markets – a more
constructive backdrop for differentiated active strategies
such as those offered by Ninety One.
By the beginning of calendar year 2026, the global economy
showed signs of acceleration. However, starting in late
February, the heightened backdrop of geopolitical risk
erupted into a regional war in the Middle East. The prospect
ofprolonged disruption to energy infrastructure and
international shipping lanes resulted in elevated cross-asset
volatility. Oil prices rose and finished the quarter at their
highest level in years, while freight rates and insurance
costsfor key trade routes also rose sharply. Equity markets,
especially the emerging markets, corrected sharply in March.
We anticipate a partial recovery in markets over the coming
year but we are starting the new financial year with lower
AUMand revenues than what we would have hoped for in
lateFebruary.
Emerging market equities rallied sharply throughout most
ofthe year, with the MSCI Emerging Markets Index delivering
its strongest relative performance versus the S&P 500 in
overadecade.
US equities, by contrast, lagged through the fiscal year
asinvestors reassessed valuations in AI-linked sectors
andincreased allocations to ex-US exposures.
Bond markets remained volatile throughout the year.
USTreasury yields moved within a wide range, driven
bypersistent inflation concerns, large fiscal deficits and
changing expectations for the timing and pace of monetary
easing. While major central banks moved closer to the end
ofrestrictive policy, rates stayed higher for longer than many
investors expected. Emerging market fixed income benefited
from attractive carry, a softer US dollar and improving issuer
fundamentals, while South African bonds delivered strong
returns supported by high real yields and firmer domestic
sentiment.
With investors awakening to what the Ninety One Investment
Institute has termed “a crisis of global integration”, the risks
and opportunities of the new world configuration are
becoming increasingly better defined. For Ninety One, with
our heritage in emerging markets and specialist international
capabilities, these conditions support demand for our core
offering. Despite the strong recent performance, demand for
emerging markets and active strategies remains some way off
historic levels. We have built our business patiently over many
years, and our long-term track record is a reminder that
Ninety One is about growth over time and not all the time.
Chairman and Chief Executive Officer’sStatement
This firm has stood the test of time,
but this is only possible because
we respect the forces for change
and move with the times.
Ninety One Integrated Annual Report 20267
Governance Financial Statements Additional InformationStrategic Report
Chairman and Chief Executive Officer’sStatement
Strategy, priorities and execution
Our strategy remains consistent and clear. We are a client-
focused, people-centric, capital-light, technology- and
AI-enabled active investment manager. We build investment
capabilities organically, operate globally across institutional
and advisor channels, and pursue growth driven by structural
medium- to long-term demand and competitive performance.
What has not changed is that the business rests on specialist
investment capabilities and a strong, people-centric
owner-culture.
Our five strategic priorities remained unchanged during the
year, providing a consistent framework against which to
measure progress. A detailed assessment of progress against
each priority, together with our key performance indicators,
isset out on pages 16 to 19.
During the year, we sharpened our focus by organising the
business around three clearly-defined opportunity sets:
international public markets; Southern Africa; and private
markets.
We also established the Ninety One Foundry to support new
initiatives with pace and intent. In the Middle East, we added
regional investment capability to our established client service
presence. In Asia, we developed a joint venture with a
Singapore-based alternative investment firm with deep
regional experience. Furthermore, a digital finance unit was
launched, which helps us align with changes in the way
financial services will be consumed in the years to come. In
addition, we committed substantial resources to AI-related
innovation. These developments are fully expensed through the
cost line and are not consuming significant additional capital.
The increasing technology and AI enablement of our business
is crucial to operating effectively in an increasingly competitive
industry. The internet era is giving way to the AI era, with
implications for every industry – including our own – and we
are leaning into that change. All employees now have access
to enterprise AI tools, with adoption reaching 90%. Our
technology strategy also took a major step forward with the
successful go-live of the State Street Alpha platform and
adoption of Charles River, thereby modernising our
investment and operations infrastructure.
Our relationship with Sanlam
The acquisition of Sanlam Investment Management and the
establishment of our strategic relationship with Sanlam, the
largest non-banking financial services group in Africa, was
completed during the financial year. This resulted in the
take-on of £18.3 billion of AUM during the year.
Under this agreement, Ninety One has become Sanlam’s
primary active investment manager for single-managed
localand global products, with preferred access to Sanlam’s
extensive South African distribution network. Sanlam has
alsoagreed to serve as an anchor investor in Ninety One’s
international private and specialist credit investment
strategies. The transaction offers an opportunity to reach
deeper into the South African savings market than before,
andthe long-term nature of the 15-year agreement is a
meaningful vote of confidence in the future of South Africa.
People and culture
People and culture remain the bedrock of our firm, and we
continue to nurture it accordingly.
Employee share ownership remains a central element of our
owner-culture and alignment with clients. During the year,
employee shareholding rose to approximately 33% (2025:
32.6%), before diluting to approximately 29.4% in February
2026 following the completion of the Sanlam transaction.
Wecontinue to believe that employee ownership is the single
most important structural alignment mechanism available to
an active investment management firm.
Client activity and net flows
The themes shaping client conversations continued to
evolve.Emerging markets moved back up the agenda for
major asset owners as allocators sought to diversify away
from concentrated US equity exposure. Geoeconomic
developments in the Middle East and elsewhere sharpened
this trend. The recognition that supply chains, energy markets
and trade corridors are increasingly subject to bottlenecks,
competition and indeed potential disruption encouraged a
more structural reassessment of geographical allocations.
That moved the conversation aboutemerging markets beyond
tactical opportunism toward longer-term strategic positioning.
In a market environment more marked by dispersal of
underlying cash flows and returns, active management was
inherently more relevant.
Against this backdrop, Ninety One experienced net inflows
of£2.8 billion in financial year 2026 (2025: net outflows of
£(4.9)billion).
Equities were the main driver of net inflows, particularly into
global strategies in the first half and natural resources in the
second half. This was followed by fixed income net inflows,
driven primarily by blended strategies throughout the year
though somewhat offset by net outflows from emerging
market corporate strategies. There were outflows from
someSouth African multi-asset strategies across the year.
Alternatives generated net inflows, particularly indeveloped
market credit strategies. The South African fundplatform saw
net inflows during the year.
Asia Pacific was the largest contributor to net inflows, mainly
from global equities in the first half and gold, natural resources
and local currency fixed income strategies in the second half.
Europe’s net inflows were driven by natural resources and
emerging market equity strategies as well as hard currency
and blended fixed income strategies. The Americas’ net inflows
were driven by global and Asian equities, as well as natural
resources. Despite strong net inflows into the fund platform
and fixed income, South African multi-asset and equities
strategies drove net outflows in Africa. Some large new client
wins during the year were outweighed by clients rebalancing
their portfolios with almost all still remaining clients in the UK.
Ninety One Integrated Annual Report 20268
Governance Financial Statements Additional InformationStrategic Report
Chairman and Chief Executive Officer’sStatement
Investment performance
Our primary task is to deliver competitive, risk-adjusted
investment outcomes for clients. Although we faced a difficult
macroeconomic and geopolitical environment, especially
recently, our investment capabilities collectively demonstrated
resilience, with some benefiting outright.
Our firm-wide performance remains competitive. At year-end,
56% of AUM outperformed their respective benchmarks over
one year, 69% outperformed over three years, and 63%
outperformed over five years.
Over the long term, 75% of AUM outperformed over ten years,
and 76% of our assets have outperformed since inception.
These results reflect the strength of our investment platform
and the value of our disciplined approach.
Financial performance
The robust financial results reflect the strength of Ninety
One’s business model and the successful integration of
theSanlam transaction. Average AUM increased by 18%
andnotwithstanding a reduction in our average management
fee rate to 40.7 basis points, management fees grew by 9%
to£617.3 million supplemented by higher performance fees
and other income. An 8% increase in adjusted operating
expenses was outpaced by revenue growth, resulting in a
12%increase in adjusted operating profit to £211.3 million
(2025: £187.9 million).
This resulted in adjusted EPS increasing by 12% to 17.4 pence
(2025: 15.5 pence) and the adjusted operating profit margin
increasing marginally to 32.0%(2025: 31.2%).
Dividend
The Board has considered the strength of the balance sheet
and has recommended a final dividend of 7.4 pence per share
(2025: 6.8 pence) to shareholders at the Annual General
Meeting, resulting in a full-year dividend of 13.4 pence per
share (2025: 12.2 pence).
Subject to shareholder approval, the final dividend will be paid
on 6 August 2026 to shareholders on the share registers as at
17 July 2026.
During the year, the business continued to undertake share
buybacks. These, alongside dividends paid and the final
dividend proposed, amount to Ninety One returning to
shareholders more than 60% of its initial market capitalisation
since listing in March 2020.
Net flows by asset class
1
£m
FY 2025 FY 2026
(1,079)
1,244
440
1,108
1,110
(2,390)
(1,716)
(1,754)
637
359
Equities
Fixed income
Multi-asset
South African fund platform
Alternatives
Net flows by client group
1
£m
FY 2025 FY 2026
(1,470)
966
775
(1,092)
3,644
(3,896)
(716)
(701)
738
(289)
United Kingdom
Africa
Europe
Americas
Asia Pacific
2
Firm-wide investment performance
%
10 year
2575
Since
inception
2476
5 year
3 year
1 year
37
31
44
63
69
56
Outperformance
Underperformance
1 In addition to these net flows, there was a Sanlam total take-on AUM of £18.3billion. 2 Asia Pacific includes Middle East.
Net flow numbers may not add to reported totals due to rounding.
Ninety One Integrated Annual Report 20269
Governance Financial Statements Additional InformationStrategic Report
The Board and governance
Against a backdrop of continued economic uncertainty,
geopolitical change and accelerating technological
development, the Board has remained focused on ensuring
that governance structures and processes remain robust,
purposeful and aligned with the Group’s strategic direction.
Our majority-independent Board continues to function well.
During the year, we appointed a new independent Non-
Executive Director bringing extensive experience in investment
banking and leadership. We also appointed a new Senior
Independent Director and Chair of the Human Capital and
Remuneration Committee, and a new Chair of the Sustainability,
Social and Ethics Committee. The Board remains committed
to maintaining the highest standards of governance.
Furtherdetails are included in the Chairman’s Overview
intheGovernance section on pages 56 to 58.
The Board is fully aware of its duties under s172(1) ofthe UK’s
Companies Act 2006 to promote thesuccess of Ninety One
for the benefit of its shareholders as a whole, while having
regard to theinterests of all Ninety One stakeholders, and
indoing so having regard (among other matters) to:
ɽ the likely consequences of any decision in the long term;
ɽ the interests of the company’s employees;
ɽ the need to foster the company’s business relationships
with suppliers, customers and others;
ɽ the impact of the company’s operations on the
community and the environment;
ɽ the desirability of the company maintaining areputation
for high standards of business conduct; and
ɽ the need to act fairly as between members
ofthecompany.
During the year, the Board engaged with key stakeholders –
including clients, employees, shareholders and regulators –
toensure that their perspectives informed the Group’s
strategic direction and principal decisions. The Board held
itsannual strategy day in January 2026, focusing on the
long-term strategic direction of Ninety One. The Board also
maintained oversight of the Group’s operational resilience,
including its approach to cyber security and data protection,
recognising the increasing importance of digital security risk
in an AI-enabled operating environment.
Details of Ninety One’s Board engagement with key
stakeholders are included in Our Stakeholders section on
pages 20 and 21. Details of our relationships with suppliers,
regulators and peers are included on page 25.
Outlook
We enter the new financial year with cautious optimism.
Overthe past 12 months, business conditions have improved.
Emerging markets are reappearing on the radar of major asset
owners, active management is regaining relevance, and the
demand backdrop for our core capabilities is strengthening.
Risks persist and we are not complacent. We are operating in
an extremely challenging geopolitical environment. The world
order is shifting, with potential disruption from trade policy,
regional conflicts and what some have described as a “rupture”
rather than a transition in the global system. Fee pressure has
not abated and competitive intensity across the industry
continues to increase. We must stay disciplined on costs,
realise the efficiency benefits of our technology and AI
investments, and continue to deliver competitive investment
performance.
Instead of defending the status quo, we have committed
ourselves to laying new foundations for the active investment
manager of the future. We are encouraging the entire firm to
embrace our search for growth and make our firm future fit.
We are moving from a defensive to a much more “risk-on”
approach, while staying within our well-articulated strategic
tramlines. This calendar year will be a year of change
andinvestment in the long-term future of Ninety One.
As we marked our 35th anniversary, we chose to give
something back to the country that is our original home.
Weannounced the creation of the Ninety One for Tomorrow
Award – an annual recognition of the best of investigative
journalism in South Africa. We remain firmly and proudly
rooted in South Africa. We know that democracy is a fragile
thing, and among its most fearless guardians are journalists
ofcourage who shine a light on the darkest deeds. This award
is our way of helping to advance the best of South African
democracy, and it embodies our belief that investing for a
better tomorrow means more than financial returns alone.
Gareth Penny Hendrik du Toit
Chairman Founder & Chief Executive
Officer
Chairman and Chief Executive Officer’sStatement
Ninety One Integrated Annual Report 202610
Governance Financial Statements Additional InformationStrategic Report
Summary income statement
1
£ million (unless stated otherwise) 2026 2025 Change %
Closing AUM (£’bn) 171.8 130.8 31
Sanlam take-on (£’bn) 18.3 –
Net flows (£’bn) 2.8 (4.9)
Average AUM (£’bn) 151.8 129.0 18
Management fees 617.3 567.1 9
Performance fees 32.9 27.5 20
Net revenue 650.2 594.6 9
Other income 9.1 8.0 14
Adjusted operating revenue 659.3 602.6 9
Adjusted operating expenses (448.0) (414.7) 8
Adjusted operating profit 211.3 187.9 12
Adjusted net interest income 15.4 19.3 (20)
Share scheme net (expense)/credit (7.6) 0.8 n.m.
Corporate related (7.4) (3.7) n.m.
Amortisation of intangible assets (4.2) – n.m.
Profit before tax 207.5 204.3 2
Tax expense (54.0) (54.2) –
Profit after tax 153.5 150.1 2
Average management fee rate (basis points, “bps”) 40.7 44.0
Adjusted operating profit margin (%) 32.0 31.2
Number of full-time employees 1,346 1,230 9
Adjusted operating profit increased 12% to £211.3 million
(2025: £187.9 million). The adjusted operating profit margin
increased to 32.0% (2025: 31.2%). Profit before tax increased
2% to £207.5 million (2025: £204.3 million).
This financial review covers alternative performance
measures to reflect the way management monitors and
assesses the financial performance of Ninety One.
Reconciliations to equivalents of the IFRS
®
Accounting
Standards (IFRS Accounting Standards) are provided in the
alternative performance measures section. Movements
discussed as part of the commentary below apply equally
tothe IFRS Accounting Standards equivalent movements.
Assets under management
Closing AUM increased by 31% to £171.8 billion (31 March
2025: £130.8 billion), reflecting assets from the Sanlam take
on of £18.3 billion, net inflows of £2.8 billion (2025: £4.9 billion
net outflows) and positive market and foreign exchange
movements of £19.9 billion (2025: £9.7 billion). Average
AUMincreased 18% to £151.8 billion (2025: £129.0 billion).
Adjusted operating revenue
Management fees increased by 9% to £617.3 million
(2025:£567.1 million), against an 18% increase in average
AUM. The average management fee rate decreased to
40.7bps (2025: 44.0 bps).
Performance fees were higher at £32.9 million
(2025:£27.5million). Other income increased to £9.1 million
(2025: £8.0 million) and mainly consists of operating interest,
gains or losses on fx and investments, and share of profit from
associates.
Financial Review
1 Please refer to explanations and definitions, including alternative performance
measures, on pages 12 and 13, and 160 to 163.
Our business continues to
bewell positioned for growth
opportunities in a changing
andchallenging world.
Ninety One Integrated Annual Report 202611
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Financial Review
Adjusted operating expenses
Adjusted operating expenses increased by 8% to £448.0
million (2025: £414.7 million), mainly driven by an increase
inemployee remuneration.
Employee remuneration, representing 65% (2025: 63%) of
the total expense base, increased by 11% to £289.9 million
(2025: £261.3 million). Average headcount over the year
increased to 1,289 (2025: 1,203). Over 50% of employee
remuneration is variable and the resulting compensation ratio
was 44.0% (2025: 43.4%).
Business expenses increased by 3% to £158.1 million (2025:
£153.4 million). There was a change in the year-on-year split
ofbusiness expenses, with information technology now the
largest business expense (2025: third party administration).
Effective tax rate
The effective tax rate for the year was 26.0% (2025: 26.5%),
against a headline UK corporation tax rate of 25.0% (2025:
25.0%) and a headline South Africa corporation tax rate of
27.0% (2025: 27.0%). The main reason for the decrease in the
effective tax rate was adjustments related to share awards.
Assets and liabilities
The following review refers to shareholders’ numbers only
andexcludes the items that relate to Ninety One’s investment-
linked insurance business (undertaken through one of its
South African entities, Ninety One Assurance). For more
details, see page 152.
Total assets increased to £1,185.3 million (31 March 2025:
£760.8 million), driven mainly by the intangible assets
acquired as part of the Sanlam transaction. Total liabilities
increased to £482.7 million (31 March 2025: £387.2 million),
mainly due to increased business activity levels and a new
lease for the Cape Town office.
Ninety One’s liquidity position comprises cash and cash
equivalents of £434.4 million (31 March 2025: £386.6 million).
Ninety One maintains a consistent liquidity management
model, with liquidity requirements monitored carefully against
its existing and longer-term obligations. To meet the daily
requirements of the business and to mitigate its credit
exposure, Ninety One diversifies its cash and cash equivalents
across a range of suitably credit-rated corporate banks and
money market funds.
Capital and regulatory position
1
£ million 2026 2025
Equity 702.6 373.6
Non-qualifying assets
2
(78.1) (46.3)
Other deductions (Sanlam SA
transaction) (271.1) –
Qualifying capital 353.4 327.3
Dividends proposed (74.4) (60.9)
Estimated regulatory requirement (115.6) (105.5)
Estimated capital surplus 163.4 160.9
The estimated regulatory requirement increased to £115.6 million
(31 March 2025: £105.5 million). The increase in non-qualifying
assets and other deductions is mainly due to the intangible
assets that arose from the Sanlam transactions, which was
matched by an equal increase in share capital. Ninety One has
an expected capital surplus of £163.4 million (31 March 2025:
£160.9 million), which is consistent with the commitment to a
capital-light balance sheet. This resulted in Ninety One having
a capital coverage of 241% of its capital requirement
(31March 2025: 253%). The capital requirements for all
NinetyOne companies are monitored throughout the year.
Dividends and returns of capital
The Board has considered the strength of the balance sheet
and the outlook for the coming year. In line with the stated
dividend policy, the Board has declared a final dividend of 7.4
pence per share. The dividend will be paid on 6 August 2026
to shareholders recorded on the UK and South African share
registers on 17 July 2026.
During the year, Ninety One undertook share buybacks.
Noting the share price and the capital coverage, the Board
considered it prudent to deploy the surplus capital on the
balance sheet in this manner.
Alternative performance measures
Ninety One uses non-IFRS measures which include measures
used by management to monitor and assess the financial
performance of Ninety One.
Items are included in or excluded from adjusted operating
revenue and expenses based on management’s assessment
of whether they contribute to the core operations of the
business. In particular:
ɽ Share of profit from associates, as well as net gain or loss
on investments and other income, are included in adjusted
operating revenue as these items are directly attributable
to operations;
ɽ deferred employee benefit scheme movements are
deducted from adjusted operating revenue and adjusted
operating expenses as the movements offset and do not
impact operating performance;
ɽ subletting income is excluded from adjusted operating
revenue and deducted from adjusted operating expenses
as it is a recovery of costs rather than a core revenue item;
ɽ corporate related items and the amortisation of intangible
assets (an adjustment arising from the Sanlam transaction,
which would apply to similar corporate transactions in the
future) are excluded from adjusted operating expenses as
they are not operating in nature;
ɽ the share scheme net expense/credit is excluded from
adjusted operating expenses and employee remuneration
so that they reflect the position as though all awards
during the year were fully expensed in the same year; and
1 The above table represents the amalgamated position across Ninety One plc and its subsidiaries and Ninety One Limited and its subsidiaries, which for regulatory capital
purposes are separate groups. Both groups had an expected capital surplus at 31 March 2026 and 2025.
2 Non-qualifying assets comprise assets that are not available to meet regulatory requirements.
Ninety One Integrated Annual Report 202612
Governance Financial Statements Additional InformationStrategic Report
Financial Review
ɽ interest expense on lease liabilities is excluded from adjusted
net interest income and included in adjusted operating
expenses to reflect the operating nature of this expense.
Adjusted EPS for the comparative year is calculated on the
after tax adjusted operating profit divided by the number
ofshares in issue at the end of the year, as management’s
assessment is that this is a reliable measure of Ninety One’s
operating performance.
Due to the significant number of shares issued in relation tothe
Sanlam transaction, adjusted EPS for the current year has been
amended by weighting the shares issued to Sanlam. This was a
one-off calculation adjustment for the Sanlam transaction.
These non-IFRS measures are considered additional
disclosures and in no case are intended to replace the
financial information prepared in accordance with the basis of
preparation detailed in the consolidated financial statements.
Moreover, the way in which Ninety One defines and calculates
these measures may differ from the way in which these or
similar measures are calculated by other entities. Accordingly,
they may not be comparable to measures used by other
entities in Ninety One’s industry.
The non-IFRS measures are considered to be pro forma
financial information in terms of the JSE listings requirements,
have been compiled for illustrative purposes only and are the
responsibility of Ninety One’s Board. Due to their nature, they
may not fairly present Ninety One’s financial position, changes
in equity, results of operations or cash flows. The non-IFRS
financial information has been prepared with reference to
JSEGuidance Letter: Presentation of pro forma financial
information dated 16February 2026 and in accordance
withsection 11 paragraph 11.8 of theJSE Listings
Requirements, the Revised SAICA Guide onPro Forma
Financial Information (issued September 2014) and
International Standard on Assurance Engagement (“ISAE”)
3420 – Assurance Engagements to Report on the Compilation
of Pro Forma Financial Information included in aProspectus,
to the extent applicable given the Non-IFRS Financial
Information’s nature. This pro forma financial information has
been reported on by PwC in terms of ISAE 3420 and their
unmodified report is available for inspection on the Ninety
One website (www.ninetyone.com).
These non-IFRS measures, including reconciliations to their
nearest consolidated financial statements equivalents, are
asfollows:
£ million 2026 2025
Net revenue 650.2 594.6
Net gain on investments and other income 14.4 9.8
Adjustments:
Share of (loss)/profit from associates (0.6) 2.4
Deferred employee benefit scheme gain
1
(5.4) (2.7)
Corporate related fx loss 2.6 –
Subletting income (1.9) (1.5)
Other income 9.1 8.0
Adjusted operating revenue 659.3 602.6
£ million 2026 2025
Operating expenses 468.5 418.5
Adjustments:
Share scheme net (expense)/credit (7.6) 0.8
Corporate related professional fees (4.8) (3.7)
Deferred employee benefit scheme gain
1
(5.4) (2.7)
Subletting income (1.9) (1.5)
Interest expense on lease liabilities 3.4 3.3
Amortisation of intangible assets (4.2) –
Adjusted operating expenses 448.0 414.7
£ million 2026 2025
Staff expenses 297.5 260.5
Adjustments:
Share scheme net (expense)/credit (7.6) 0.8
Employee remuneration 289.9 261.3
£ million 2026 2025
Adjusted operating revenue 659.3 602.6
Adjusted operating expenses (448.0) (414.7)
Adjusted operating profit 211.3 187.9
Adjusted operating profit margin 32.0% 31.2%
£ million 2026 2025
Net interest income 12.0 16.0
Adjustments:
Interest expense on lease liabilities 3.4 3.3
Adjusted net interest income 15.4 19.3
£ million (unless stated otherwise) 2026 2025
Profit after tax 153.5 150.1
Adjusted net interest income
2
(15.4) (19.3)
Share scheme net expense/(credit)
2
7.6 (0.8)
Corporate related professional and fx loss
2
7.4 3.7
Amortisation of intangible assets
2
4.2 –
Tax on adjusting items
2
1.0 5.2
Adjusted earnings attributable to
ordinary shareholders 158.3 138.9
Number of ordinary shares in issue (m) 1,005.1 896.8
Number of ordinary shares for adjusted
EPS (m)
3
908.4 896.8
Adjusted earnings per share (p) 17.4 15.5
1. The deferred employee benefit scheme invests in pooled vehicles managed
byentities within the Group. Any gains or losses from these investments result
in corresponding increases or decreases in the liability to employees, which
arereflected as increases or decreases in operating expenses.
2. This comprises a component of “non-operating items” per adjusted earnings
per share definition on page 160. Please refer to the alternative performance
measures explained above as well as the definitions on pages 160 to 163.
3. Weighted shares used for adjusted EPS calculation at 31 March 2026:
Shares in issue excluding shares issued for Sanlam: 879.4m
Weighting of shares issued for Sanlam UK: 13.7m x 289/365 = 10.9m
Weighting of shares issued for Sanlam SA: 112.0m x 59/365 = 18.1m
Shares in issue for adjusted EPS calculation: 908.4m
Ninety One Integrated Annual Report 202613
Governance Financial Statements Additional InformationStrategic Report
Financial Review
Foreign currency
Ninety One prepares its financial information in British pound
sterling. The results of operations and the financial condition
of Ninety One’s individual companies are reported in the local
currencies of the countries in which they are domiciled,
including South African rand and US dollar. These results are
then translated into pound sterling at the applicable foreign
currency exchange rates for inclusion in the consolidated
financial statements. The following table sets out the
movement in the relevant exchange rates against pound
sterling for years ended 31 March 2026 and 31 March 2025.
31 March 2026 31 March 2025
Year end Average Year end Average
South African rand 22.54 23.25 23.74 23.25
US dollar 1.32 1.34 1.29 1.28
Statement of viability
In accordance with the UK Corporate Governance Code, the
Board has assessed the current position and prospects of the
Group over a three year period to 31 March 2029. The Board’s
assessment has been made with reference to Ninety One’s
current position and strategy, the Board’s risk appetite,
NinetyOne’s financial plans and forecasts, and its principal
and emerging risks and how these are managed, as detailed
inthe Strategic report. The impacts of climate change,
currentevents and market conditions have been considered
in this assessment.
Ninety One uses a three-year period in assessing viability,
consistent with the minimum period used in the Group’s
internal capital adequacy assessments and financial
projections. The financial projections incorporate both
theGroup’s strategy and principal risks and are reviewed by
the Board at least annually. Throughout the year the Board
assesses progress by reviewing forecasts compared to the
financial plan. The current year forecast and longer-term
financial projections are regularly updated as appropriate
andconsider Ninety One’s profitability, cash flows, dividend
payments and other key internal and external variables.
The Board regularly assesses the amount of capital that
theGroup is required to hold to cover its principal risks and
scenario analyses are performed as part of both the financial
planning and internal capital assessment processes. These
scenarios evaluate the potential impact of severe but plausible
occurrences which reflect Ninety One’s risk profile.
Scenarios modelled included:
ɽ Market stress: the effect of a greater than expected
market fall and lower than expected client flows.
ɽ Shock event: a one-time shock event that leads to an
immediate reduction in AUM at the start of the financial
period, aligned to the risk appetite limit for ‘clients at risk’.
No net flows are assumed for the first financial year.
ɽ Operational risk event: the effect of an idiosyncratic
operational risk event.
ɽ Net outflows: the effects of experiencing net client
outflows equivalent to lowest proportion of net flows in
relation to opening AUM experienced in the past 20 years,
for the first forecast year, with no net flows for the
following two years.
ɽ A combination of the Market stress, Operational risk
andNet outflows event scenarios.
The internal capital assessments are conducted separately
but in a consistent manner for each of the two groups:
NinetyOne plc and its subsidiaries and Ninety One Limited
and its subsidiaries, as for regulatory capital purposes these
are considered to be separate groups.
Having reviewed the results of the stress tests, the Board
hasconcluded that the Group would have sufficient capital
and liquid resources in the respective scenarios and that the
Group’s ongoing viability would be sustained. It is possible
that a stress event could be more severe and have a greater
impact than it has determined plausible. Actions are available
that may reduce the impact of more severe scenarios, but
these have not been considered in this viability statement.
The Board confirms, based on information known today, that
ithas a reasonable expectation that Ninety One will continue
to operate, meet its liabilities as they fall due, and maintain
sufficient regulatory capital over the three year period to
31March 2029.
Ninety One Integrated Annual Report 202614
Governance Financial Statements Additional InformationStrategic Report
Our Values, Culture and Strategic Principles
Our purpose of investing for a better tomorrow guides ourstrategy and is supported by our values and culture.
Our values and culture Responsible citizens Our strategic principles
‘Do the right thing’ is not just a phrase, it is deeply embedded
in how we do business, serve our clients and maintain our
unique culture. We identified nine key spheres where we
canarticulate the purpose and relevance of this simple value.
Dothe right thing for:
Clients
Environment
Business
Society
Regulators
Family
Team
Yourself
Each other
This one value informs every decision that our people make,
aswell as our strong sense of purpose. It allows us to trust
ourpeople and to give them the freedom to create and be
themselves within a team-oriented context. This in turn
nurtures a culture where we can collectively achieve
withoutsacrificing our individual selves.
Doing the right thing for our environment, society and
eachother is the driving force behind our purpose and our
commitment to investing for a better tomorrow. To achieve
this, we place sustainability at the core of our business, via our
three-dimensional sustainability framework:
Invest
Sustainability analysis is integrated into all of our investment
strategies. We also offer focused sustainable investment
solutions.
Advocate
We seek to lead the conversation on sustainable investing.
A major focus of our work is to advocate for a transition that
includes emerging markets and results in real-world carbon
reduction.
Inhabit
We believe change starts at home. We run our business
responsibly and act sustainably.
We are a patient and long-term business, which is
reflected in our consistent strategy, focused around
our three strategic principles:
We offer organically developed investment capabilities
overtime.
We operate globally in both the institutional and
advisorspace.
We have an approach to growth that is driven by structural
medium- to long-term client demand and competitive
investment performance.
These principles guide our strategic priorities:
Capture the growth inherent in
our current capability set
Develop differentiated strategies,
anticipating client needs
Focus on growth inprofessionally intermediated
channels (advisor and institutional)
Ensure sustainability is at the core
of our business
Continuously invest in our people and
build an intergenerational business
1
2
3
4
5
Read more about our approach to sustainability in
ourSustainability and Stewardship Report.
Read more about our strategic priorities on pages 16 and 17.
Ninety One Integrated Annual Report 202615
Governance Financial Statements Additional InformationStrategic Report
Our Strategy
Our strategic priorities
Capture the growth inherent
in our current capability set
1
Develop differentiated strategies,
anticipating client needs
2
Focus on growth inprofessionally
intermediated channels (advisor
and institutional)
3
Why is this important?
We serve a clearly defined client base and keep our business simple, yet relevant.
We align our investment offerings with long-term client demand.
Link to key performance indicators
Investment performance Adjusted EPS Net flows Key employee retention andsuccession planning Commitment to sustainability Relationships and reputation Strategic progress
Our progress in financial year 2026
Strategic focus
ɼ We sharpened our focus by organising the business around three clearly defined opportunity sets:
ɼ International public markets, where we see a significant commercial opportunity as demand
recovers for active management in global, international and emerging market strategies;
ɼ Southern Africa, where we intend to extend our market leadership and bolster our relevance
totheinvestment ecosystem; and
ɼ private markets, where we continue to expand our offering in private credit and infrastructure strategies.
ɼ The Ninety One Foundry was established during the year to support new initiatives with pace and intent.
Net flows and investment performance
ɼ Our product offering remains well diversified across asset classes and investment styles to suit the
long-term needs of our clients.
ɼ Our return to net flows (of £2.8 billion) during the year represented a turnaround from the prior year.
ɼ In the first half of the year, we reported net inflows of £2.4 billion, with equities the main driver –
particularly global strategies – alongside an encouraging recovery in fixed income.
ɼ The second half of the year was driven by various fixed income strategies as well as natural
resources and Asian equities strategies.
ɼ Our long-term, firm-wide investment performance remains competitive.
Growing our client franchise
ɼ We believe in building enduring and deep relationships across institutional and advisor clients,
wherewe continued to maintain and build a diverse asset base in key markets.
ɼ The completion of the Sanlam transaction during the financial year represents asignificant
milestone. The UK transaction completed in June 2025, with £1.9 billion of AUMtransferred
toNinety One. The South African transaction completed inFebruary 2026, withapproximately
£16.5billion of additional AUM.
ɼ Underthis 15-year agreement, Ninety One has become Sanlam’s primary active investment
manager for single-managed local and global products, with preferred access to their extensive
South African distribution network. Sanlam has also agreed to serve as an anchor investor
inNinetyOne’s international private and specialist credit investment strategies.
ɼ We continued to deepen our client relationships across our locations, further building out our
North American institutional team and bringing our UK and Europe client groups under a single
leadership structure.
ɼ In South Africa, we expanded our corporate cash business to pursue significant growth opportunities.
Developing our capabilities
ɼ During the year, we advanced a number of initiatives aligned with where we see long-term investment
opportunities and returns for our clients.
ɼ In Asia, we developed a joint venture with the Singapore-based Arc Avenue Asset Management, an
alternative investment firm withdeep regional experience. This entity will be known as NinetyOne
Asia and willbenefit from Ninety One’s public market expertise and their proven expertise in unlisted
equities, alongside thatof their partners (IDG Capital).
ɼ In South Africa, we established a digital finance unit, successfully launching a blockchain-based
wallet underpinned by a Rand-denominated money market fund. We also committed substantial
resources to AI-related innovation across the business.
ɼ We launched our first actively managed exchange-traded funds (“ETFs”) on the Johannesburg
StockExchange, making our active investment expertise available in a new format for clients.
Afterthe year end, we also announced a strategic partnership for active ETFs with State Street
Investment Management, off the back of our multi-decade outsource relationship with State Street.
ɼ In private markets we made progress by substantially strengthening our emerging market private
credit platform, securing seed capital for new funds and in the interests of focus, exiting developed
market private credit.
ɼ We strengthened in-region capability in key emerging markets, appointing a dedicated CIO for the
Middle East to build our GCC investment platform.
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4 5
Ensure sustainability is at
the core of our business
Continuously invest in our people and
build an intergenerational business
Why is this important?
We are a people business with a culture that is vital to our long-term success.
We want to recruit and retain world-class talent – people empowered with the freedom to create
asthey build a successful, long-term and intergenerational business for all our stakeholders.
Link to key performance indicators
Adjusted EPS Commitment to sustainability
Relationships and reputation Strategic progress
Adjusted EPS Commitment to sustainability
Key employee retention andsuccession planning
Relationships and reputation Strategic progress
Our progress in financial year 2026
We are committed to positioning our business
on the right side of history.
We take our responsibility as active stewards of
clientcapital seriously to deliver the best investment
outcomes for our clients over the long term.
We advocate for sustainability across the world
by seeking to contribute to the conversation on
sustainable investing.
We aim to inhabit our world better by measuring
and managing the environmental and societal
impact of our own business activities.
ɼ Progress made under the Invest pillar included:
ɼ Reviewed transition plan, recommitting to
our investment and operational targets with
a continued focus on supporting real-world
decarbonisation.
ɼ 33 Transition Plan Assessments (“TPAs”)
completed, including first-time evaluations
and reassessments. Our engagements
covered 50% of our financed emissions
over the financial year.
ɼ Evolved sustainability strategy to strengthen
focus on emerging risks, including physical
climate and nature risks, and responsible
technology adoption.
ɼ Expanding assets to over US dollar 600
million within our Emerging Markets
Transition Debt Fund (“EMTD”).
ɼ Activities undertaken in our Advocate pillar
included:
ɼ A continued emphasis on the importance of
a fair and inclusive transition for emerging
markets, adequately financed through
active investment rather than divestment.
ɼ Co-chaired the UK Emerging Markets and
Developing Economies Investor Taskforce,
strengthening collaboration between
government and industry on actions to
mobilise capital for sustainable investment
in emerging markets.
ɼ Contributed to the development of the
UKTransition Finance Council transition
finance guidelines to provide a credible
baseline for assessing transition investments.
ɼ Progress made in our Inhabit pillar included:
ɼ Opened our refurbished Cape Town office,
significantly improving energy and water
efficiency.
ɼ Held employee engagements aimed at
equipping our people to use technology,
particularly AI, effectively and responsibly.
ɼ Invested in a better tomorrow via support
for The Earthshot Prize, Changeblazers and
other initiatives.
See our Sustainability and Stewardship Report
formoreinformation.
ɼ Progress in employee engagement:
ɼ Headcount increased to 1,346 employees
at31 March 2026 (2025: 1,230), mainly due
to expansion in private markets, the South
African investment platform and the Sanlam
transaction employee take-on.
ɼ Employee turnover decreased from the
prior yearand stood at 7.7% (2025: 8.7%).
ɼ Leadership changes and building an
intergenerational organisation:
ɼ Succession-planning efforts included
significant leadership changes to align with
our opportunity sets, deepen accountability
across the organisation and support
intergenerational transitions where needed.
ɼ Various CIO appointments were made,
including the appointments of regional CIOs
(in South Africa, the Middle East and Asia)
and asset class CIOs (in equities and fixed
income).
ɼ Progress in building talent density:
ɼ A leadership development process
waslaunched for senior leaders.
ɼ A talent excellence framework was
introduced to underpin the annual talent
review process.
ɼ Progress in employee ownership and culture:
ɼ During the year, our employee shareholding
rose to approximately 33% (2025: 32.6%),
before diluting to approximately 29.4% in
February 2026 following the completion
ofthe Sanlam transaction.
ɼ This demonstrates our strengthening
owner-culture, the long-term commitment
of our people and alignment with clients.
ɼ We continued to actively communicate with
our people, including through regular staff
updates, podcasts as well as leadership
andteam offsites, which have all helped
preserve and perpetuate the unique culture
of the business.
Our Strategy
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Our key performance
indicators (“KPIs”) enable
us to monitor our
progress towards our
strategic priorities.
Methodology
We track our progress using three financial
KPIs. These are key drivers of value creation.
In relation to non-financial KPIs, the Board
periodically identifies non-financial
indicators which are aligned with Ninety
One’s short-term and long-term objectives.
While the specific non-financial KPIs may
change over time, these will always
emphasise a focus on people and culture,
risk management and conduct, as well as
relationship outcomes and reputation.
See the Chairman and Chief Executive Officer’s
Statement, Financial Review and Our Strategy
sections, as well as our Sustainability and
Stewardship Report, for more information.
Investment performance Adjusted EPS Net flows
Percentage outperformance
71%
68%
69%
43%
59%
FY24FY23FY22 FY26FY25
Definition
3-year firm-wide investment outperformance
calculated as the sum of the total market values
forindividual portfolios that have positive active
returns on a gross basis, expressed as a percentage
of total AUM.
Why it’s important
Investment performance is at the core of our
proposition to clients.
Progress in the year
ɼ Improved 3-year investment performance.
ɼ Over the long term, 75% of AUM outperformed
over ten years, and 76% of our assets have
outperformed since inception, supporting our
confidence in the strength of our investment
platform and value of ourdisciplined approach.
ɼ In the second half of the year, there were some
performance challenges.
ɼ Our Quality equities style (which is a
significant part of our equities book),
startedto underperform the mainstream
benchmarks, which is a style-related
characteristic.
ɼ In South Africa, we continued to struggle in
the multi-asset space; however, we are
confident that the improvements made in this
area, including personnel changes, will bear
fruit in the near future.
ɼ Notwithstanding this, our emerging markets
investment performance remains strong,
across the asset classes.
Pence
17.3p
19.2p
17.4p
15.9p
15.5p
FY24FY23FY22 FY26FY25
Definition
Adjusted earnings attributable to shareholders
divided by the number of ordinary shares in issue
atthe end of the period.
Why it’s important
Adjusted EPS measures the value generated for
shareholders.
Progress in the year
ɼ Ninety One delivered a good financial
performance.
ɼ Adjusted operating profit increased by 12%.
Thiswas driven by management fees increasing
by 9% (supported by an 18% increase in average
AUM) as well as a 20% and 14% increase in
performance fees and other income
respectively. Against these increases, there was
an 8% increase in adjusted operating expenses.
ɼ A weighted number of shares was used for the
adjusted EPS calculation. See page 13 for further
details.
£bn
(10.6)
5.0
2.8
(9.4) (4.9)
FY24FY23FY22 FY26FY25
Definition
The increase in AUM received from clients, less the
decrease in AUM withdrawn by clients. Where cross
investment occurs, assets and flows are identified,
and the duplication is removed.
Why it’s important
Net flows indicate client support and market relevance.
Progress in the year
ɼ Positive net flows of £2.8bn during the financial
year,with positive net flows in both halves,
represented an improvement from the prior year.
ɼ In addition, there were Sanlam take-ons of
£18.3billion.
ɼ Equities were the main driver of net inflows,
particularly into global strategies in the first
halfand natural resources in the second half.
Thiswasfollowed by fixed income net inflows,
driven primarily by blended strategies throughout
the year though somewhat offset by net outflows
from emerging market corporate strategies.
Therewere outflows from some South African
multi-asset strategies across the year. Alternatives
generated net inflows,particularly in developed
market credit strategies. The South African fund
platform sawnet inflows during theyear.
ɼ Asia Pacific was the largest contributor to net
inflows, followed by Europe and the Americas.
Tracking our Strategic Progress
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Key employee retention
andsuccession planning
Commitment to sustainability Relationships and reputation Strategic progress
Definition
The retention and continued development of the
leadership team.
Why it’s important
At its core, Ninety One is a people business. The
stability of its leadership team has a direct impact
on the firm’s ability to attract and retain AUM and
todevelop its human capital for the long term.
Progress in the year
ɼ Employee turnover decreased from the prior
year, reinforcing our ability to maintain
workforce stability and retain key employees.
ɼ Significant leadership changes were made
during the year to align with our opportunity
sets, deepen accountability across the
organisation and support intergenerational
transitions.
ɼ We continued to focus our succession-planning
efforts on building the “bench strength” within
oursenior leadership. A leadership development
process was launched for senior leaders and will
be scaled firm-wide in 2026. A talent excellence
framework was also introduced to underpin the
annual talent review process.
Definition
ɼ The progress against objectives identified by the
Board from time to time under the firm’s
sustainability framework.
Why it’s important
ɼ From the start, Ninety One has been committed
to investing for a better tomorrow. Commitment
to sustainability is partof who we are.
Progress in the year
ɼ We advanced across our sustainability agenda
with significant progress made under our Invest,
Advocate and Inhabit framework.
ɼ This included reviewing our transition plan,
evolving our sustainability strategy to strengthen
focus on emerging risks, advocating for a fair
and inclusive transition for emerging markets
and opening our refurbished Cape Town office,
significantly improving energy and water
efficiency.
ɼ Delivering long-term investment outcomes
forour clients remains the foundation of our
approach, grounded in integrating material
sustainability risks and opportunities into our
investment decisions.
Definition
ɼ The development of quality relationships
alongside a strong brand.
Why it’s important
ɼ The quality of Ninety One’s relationships,
together with a culture of good conduct
andrisk management, informs our brand
andbolsters our reputation. This is a source
ofcompetitive advantage.
Progress in the year
ɼ Maintaining intense and deepening client
engagement, resulting in newclient wins
aswell as rich and tailored discussions.
ɼ Significant people engagement with various
employee initiatives and engagements.
ɼ Our relationships with regulators around the
globe remain healthy and constructive.
Severalregulators conducted routine audits
and inspections during the year. Any regulatory
issues raised received attention from senior
leadership and the firm’s risk management
functions, with any necessary remediation
work either completed or in process. There are
no material outstanding issues to be resolved
as a result of internal audit procedures
completed during the year.
Definition
ɼ The progress against strategic priorities
specifically identified by the Board. This could
include growth initiatives in respect of new
products, strategies or geographies.
Why it’s important
ɼ The achievement of our strategic objectives
will drive the future growth of Ninety One.
Progress in the year
ɼ The year saw bold strategic execution, with
thebusiness organised around three clearly
defined opportunity sets.
ɼ We advanced a number of growth initiatives,
including launching actively managed ETFs in
South Africa, establishing a digital finance unit
and the continued expansion of our private
credit platform.
ɼ We also strengthened in-region capability in
key emerging markets, appointed a dedicated
CIO for the Middle East, and developed a joint
venture in Asia to enhance our investment
capabilities and insight in the region.
ɼ Technology and AI enablement progressed
further, with all employees now having access
to enterprise AI tools, and the successful
modernisation of our investment and
operations infrastructure.
Tracking our Strategic Progress
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Our Stakeholders
The Board has considered the interests of stakeholders throughout the year.
Our Clients
Our clients always come first. The long-term success of Ninety One depends on our ability to be relevant
and respond to our clients’ needs and assist them to meet their long-term investment objectives.
How we engaged in financial year 2026
During the year, we continued to deepen client relationships and expand our reach, with engagement
shaped by the completion of our strategic partnership with Sanlam, continued expansion in key
emergingmarkets and the evolution of our client service model.
Engagement over the year:
ɼ The completion of our strategic partnership with Sanlam was a significant milestone, with the UK
transaction completing in June 2025 and the South African transaction completing in February 2026,
positioning Ninety One as Sanlam’s primary active investment manager.
ɼ We continued to build and deepen relationships across institutional and advisor clients, further
building out our North American institutional team, bringing our UK and Europe client groups under
asingle leadership structure and expanding our corporate cash business in South Africa.
ɼ We strengthened in-region capability in key emerging markets, appointing a dedicated CIO for the
Middle East and developing a joint venture in Asia to enhance our investment capabilities in the region.
ɼ Key topics of interest for our clients included emerging markets, the outlook for active management,
geopolitical risks and the implications of AI for investment processes and operations.
ɼ Our clients continued to value the quality and timeliness of our engagement, whether through events,
webinars, bespoke content or direct access to our portfolio managers.
ɼ The Board (and its relevant subcommittees) regularly received and discussed information on our
investment performance, net flows, client engagement activities and related risks. This enabled the
Board to have effective oversight of the experience and service levels received by our clients and
identify any issues of concern to ensure good service standards are maintained.
See Our Clients section on page 22 for further details.
Our Shareholders
The continued support of our shareholders is key to our long-term success.
Our shareholders seek attractive financial returns from Ninety One. They also expect robust governance
practices and responsible corporate citizenship. Shareholder support depends on a combination of
good results and active engagement. At Ninety One, we respect the advice and input from our
shareholder base.
How we engaged in financial year 2026
During the year, we maintained a comprehensive programme of investor engagement:
ɼ Following the release of our full-year and interim results (in June 2025 and November 2025),
theChiefExecutive Officer and Finance Director met with shareholders, investors and analysts.
Recorded webcasts and presentation materials remain available on our website for the benefit
ofallexisting and potential investors.
ɼ The investor relations team and senior management conducted individual and group meetings with
large shareholders and other investors. Topics discussed included strategic progress, the Sanlam
transaction and integration, financial performance, dividend policy and capital management.
Wecontinued to mainly conduct our investor meetings virtually.
ɼ The Chairman, Senior Independent Director and investor relations team conducted a virtual
governance roadshow (in January 2026) with our largest shareholders. Discussions included Board
composition and succession planning, climate and sustainability strategy, the Sanlam integration
andgeneral governance-related matters.
ɼ The AGM, held in a hybrid form in July 2025, was an important event attended by all Directors.
Allproposed resolutions were passed, with shareholder support for each ranging from 92% to 100%.
ɼ An interim dividend of 6.0 pence per share was paid in December 2025 and a final dividend
of7.4pence was proposed in June 2026.
ɼ The Board (and its relevant subcommittees) regularly received and discussed information on key
market and business developments, including business performance, financial results, share price
movements, investor sentiment and shareholder feedback from the investor relations team, Chief
Executive Officer and Finance Director. This enabled the Board to have effective oversight of the
business’s overall performance, stability and value-creation potential and to identify any possible
areas of concern for shareholders.
See Our Shareholders section on page 23 for further details.
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Our Stakeholders
Our People
We are a people business with a culture that is vital for our long-term success. Our continued success
depends on our ability to attract talent, encourage skills development and talent density, and enable our
people to remain committed to our clients and business.
Our people expect to feel proud of where they work, enjoy the work they do, be appropriately rewarded
for their commitment, and have the freedom to be themselves within a team context.
How we engaged in financial year 2026
Our people remain engaged, motivated and committed and through our various interactions, they feel
valued and supported by Ninety One. Engagement over the year included:
ɼ Various forms of staff communication took place, including regular staff updates, podcasts, as well
asleadership and team offsites.
ɼ Firm-wide staff updates and email communications from the Chief Executive Officer, which helped
toensure that strategic decisions made by the Board were well understood across the organisation.
ɼ Regular updates by senior management to their teams on developments in the business.
ɼ Quarterly investment team updates to all of our people.
ɼ Training programmes for all employees, including a leadership development process for
seniorleaders.
ɼ Encouraging our people to volunteer for charitable causes and support charities, either via paid
volunteering days or by matching the donations raised by our people.
ɼ Regular reviews by the Board and its relevant sub-committees with updates on hiring, exits, talent
development, remuneration and diversity. These insights enabled the Board to maintain oversight
ofpeople-related matters and uphold our culture and values.
ɼ Maintenance and oversight by the Board of workforce engagement during the year, including
throughtheDLC Sustainability, Social and Ethics Committee, which has active oversight of
workforceengagement, culture and ethics matters. Feedback from employee engagement
activitieswasdiscussed with the Board and helped inform its discussions and decision-making.
See Our People section on page 24 for further details.
Society and Environment
We are committed to positioning our business on the right side of history.
Our societies and wider environment expect us to operate with integrity and contribute to a more
sustainable world. The long-term success of Ninety One depends on the goodwill of the societies
inwhich we operate. We support communities and the natural world in line with our wider purpose.
How we engaged in financial year 2026
We continued to conduct our business and operations as responsible citizens. Examples over the
yearincluded:
ɼ A continued emphasis on the importance of a fair and inclusive transition for emerging markets,
adequately financed through active investment rather than divestment, with assets in our Emerging
Markets Transition Debt strategy growing to over US dollar 600 million.
ɼ Evolving our sustainability strategy to strengthen focus on emerging risks, including physical climate
and nature risks, and responsible technology adoption.
ɼ Opening our refurbished Cape Town office, significantly improving energy and water efficiency.
ɼ Co-chairing the UK Emerging Markets and Developing Economies Investor Taskforce, strengthening
collaboration between government and industry on actions to mobilise capital for sustainable
investment in emerging markets.
ɼ Investing in a better tomorrow via support for The Earthshot Prize, Changeblazers and other
initiatives.
ɼ Regular engagement with our suppliers, with the Board discussing updates to key supplier
relationships.
ɼ The Board (and its relevant subcommittees) received and discussed information on our various
sustainability initiatives and developments to gain a good understanding of the overall positioning
ofour business against the expectations of this stakeholder group.
See our Sustainability and Stewardship Report for further details, as well as Acting Responsibly as a Corporate
Citizen on page 25 and the Sustainability section on pages 34 to 53.
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Our Clients
We partner with asset owners
andintermediaries from all over
theworld, spanning institutional
and advisor markets.
Our institutional clients include public and private pension
funds, sovereign wealth funds, central banks, insurers,
corporates and endowments. Our advisor relationships
extend to wealth managers, private and retail banks, and
independent financial advisors. These relationships are
long-standing and increasingly global, reflecting the breadth
of our platform and the trust placed in our investment
capabilities.
Our client proposition
In an intensely competitive asset management sector, our
mission is delivering investment excellence through relevant
and differentiated investment capabilities. We are active and
responsible investors with a clear purpose: to support clients
in achieving their varied investment objectives, whether that
is core exposure, diversification, complementary alpha
profiles, specific risk objectives or tailored solutions.
Our investment approach is grounded in fundamental
research, high-conviction investing and a deep understanding
of market complexity. We invest in and develop our capabilities
where client demand and our edge in exploiting market
opportunities overlap, particularly in specialist equities,
differentiated credit and emerging markets.
Our heritage in emerging markets resonates with clients
seeking performance with purpose.
Relationship excellence
Relationship excellence means more than delivering
performance. We hold ourselves accountable for being
genuinely relevant to each client, understanding their
evolving priorities, bringing the full weight of our firm to every
relationship and ensuring our thinking earns its place in their
decision-making. We are constantly raising the bar on what
that means.
Client conversations this year reflected a more complex
geopolitical environment. Our updated research on a
multi-polar world framed this as “The end of easy
globalisation”, as the frequency of geopolitical events is rising,
leading us to work through what a multi-polar world might
practically mean for long-term investors.
Alongside these macro discussions, demand for customised
solutions increased. We saw a meaningful resurgence
ofinterest in core equity strategies. This coincided with
NinetyOne celebrating 25years of our 4Factor investment
capability, a milestone that reflects relevance and evolution
alongside a consistent guiding philosophy.
Emerging markets were a consistent thread across client
interactions, on both the equity and fixed income side.
Wealso saw growing interest in emerging market private
credit, which continues to attract attention given the structural
difficulties in developed private markets. In addition, our
expertise and track record in global natural resources proved
valuable as clients navigated the implications of events such
as developments in Venezuela and the conflict in Iran.
Human-in-the-loop AI integration
We want to be known for the thoughtful integration of AI
intohow we serve clients, and we are clear about what that
means: AI that enhances human judgement, not replaces it.
We are on this journey. Across client engagement, we
areexploring how AI can improve the quality and depth
ofourknow-your-client processes, to help us arrive at
eachconversation better informed, and enable faster,
moreaccurate responses to client queries. The goal is not
automation for its own sake. It is to give our people better
tools so that every client interaction is more relevant and
more valuable.
Looking ahead
Our client strategy remains focused on deepening
relationships and anticipating evolving needs. We are being
more deliberate about where long-term alignment is most
likely, and we are investing in the digital tools, AI capabilities
and reporting infrastructure that will make us more precise,
more transparent and more useful to the clients we serve.
Our clients’ success is our success. Everything else follows
from that.
The shrinking upside in the
dollar story | Ninety One
The great rebalancing |
Ninety One
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Governance Financial Statements Additional InformationStrategic Report
Our Shareholders
Our shareholders and their
support are essential for the
sustained success of our business.
Shareholder engagement
The Board values the importance of an active engagement
programme and we continuously look to improve our
interactions to build and develop open and trusted
relationships with our shareholders.
The investor relations team has primary responsibility for
ensuring that all market participants have access to timely
and relevant information. The team regularly engages with
analysts and current and prospective shareholders to help
them understand our business, strategy and financial prospects.
The Board receives regular updates through briefings and
reports from the investor relations team, Chief Executive
Officer and Finance Director on key market developments,
share price movements, investor sentiment and shareholder
feedback.
Information on Ninety One’s top shareholders is included in the Director’s
Report on page 106.
Institutional shareholders
Ninety One maintains a high-quality institutional shareholder
base. The investor relations team has primary responsibility
for managing day-to-day communications with these
shareholders and supports the Chairman, Senior Independent
Director, Chief Executive Officer and Finance Director in
conducting a comprehensive shareholder engagement
programme during each financial year.
Throughout the year, Hendrik du Toit and Kim McFarland
engaged with existing and potential investors during individual
and group meetings following the release of our financial
results (in June 2025 and November 2025). We continue to
mainly conduct our investor meetings virtually. We believe this
allows us to engage with a greater number of investors and
reduces travel time, which also helps with our carbon reduction
targets. Topics discussed at these meetings included strategic
progress, the Sanlam transaction and integration, financial
performance, dividend policy and capital management.
Presentation material and webcast transcripts are available
onourwebsite at ninetyone.com/investor-relations.
In addition, the Chairman, Senior Independent Director
andinvestor relations team conducted a virtual governance
roadshow (in January 2026) with our largest shareholders.
Discussions were varied and included topics such as Board
composition, succession planning, climate and sustainability
strategy, the Sanlam integration and general governance-
related matters.
Refer to page 20 for more information on the Board’s engagement
withour shareholders.
Individual shareholders
The Ninety One Company Secretary oversees communication
with individual shareholders, with the support of our registrars
in the UK and South Africa.
Shareholder meeting and voting
We conducted our July 2025 AGM in a hybrid form. The AGM
in London ran a physical and electronic meeting concurrently,
while the AGM in Cape Town was held electronically.
Webelieve this format supports effective shareholder
engagement as it allows allshareholders to access the
AGMelectronically. Allshareholders are encouraged toask
questions via a liveportal.
All proposed resolutions were passed, with shareholder
support for each ranging from 92% to 100%.
The results ofour AGM shareholder voting are available on our
websiteatninetyone.com/investor-relations.
Ninety One’s shareholder value proposition is based on:
Significant employee
ownership
Emerging market heritage
Superior global reach
givenscale
Significant growth potential
across existingskill set
Sustainably built
Distinctive specialist
active strategies
Sophisticated institutional
and advisorclient base
Attractive profile with
strong cash generation
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Our People
Investing in our people to
sustainlong-term excellence.
At Ninety One, people are not resources – they are the
reasonwe can pursue long-term excellence with conviction.
We believe ambition and care are not mutually exclusive;
theyare the twin engines of meaningful performance.
Our culture is anchored in our core value to ‘do the right thing’
and our philosophy for success is based on the ‘freedom to
create’. We believe that by fostering an environment of trust,
responsibility and inclusivity, we empower our people to bring
their best to our clients, colleagues and communities. This
culture is a genuine competitive advantage – one that keeps
us long-term oriented, sustains common ground across a
globally distributed organisation and enables our people
tothink and act as owners.
Read more about our culture and values on page 15.
Employee engagement, development andtraining
We invest in our people’s growth and development through
formal training, individual coaching and experiential learning.
We assess employee engagement through a variety of
methods including structured feedback, team offsites
andhuman capital initiatives.
Effective leadership is fundamental to our sustainable success.
This year, we sharpened our focus on leadership pipeline and
succession – identifying and developing the next generation
of leaders with deliberate intent. Our recently enhanced
leadership development framework emphasises experiential
learning, continuous feedback, professional coaching and
traditional training, cultivating strong and principled leaders
across the firm.
All of our people are required to take part in compliance
training programmes covering regulatory updates and
conflicts of interest. As AI capabilities become more
embedded in how we work, we are equipping our people
withthe skills and frameworks to use these tools effectively
and responsibly – building the human capability that the
active investment manager of the future will require.
Employee reward and wellbeing
We consider remuneration to be an important element of
ouremployee value proposition, designed to attract, retain
and motivate our people. Our remuneration policies are
clearand transparent, combining salary, annual performance
bonus, employer pension contributions and a range of
non-cash benefits.
As part of our commitment to building a long-term, sustainable
business and supporting our owner-culture, we promote
equity ownership, which leads to closer alignment with
ourshareholders’ and clients’ interests. Employee share
ownership stood at 29.4% as at 31 March 2026.
We believe wellbeing is not a benefit – it is a basic condition
for people to do their best work. Our approach is holistic,
addressing psychological safety, physical health and purpose.
We offer programmes and resources to support employees
atevery stage of their personal and professional journeys,
underpinned by firm-wide policies including our Global Health
and Safety Policy, Whistleblowing Policy and Equality Policy.
Building an inclusive culture
Ninety One is committed to creating an inclusive workplace
free from bias, where people from diverse backgrounds,
cultures and perspectives feel valued and have equal
opportunities to thrive. Our leaders are responsible for
creating environments where difference is not just accepted,
but sought after and celebrated. Inclusion at Ninety One is
nota programme – it is a shared mindset that contributes
toimproved client outcomes.
Gender split
Women Men
Board members 4 4
% of Board 50% 50%
Senior positions on the Board
1
2 2
Executive management
2
4 5
% of executive management 44% 56%
% of senior management
3
39% 61%
All employees 50% 50%
Ethnicity split⁴
White British or
other White
(including
minority-
whitegroups)
Mixed/
Multiple
Ethnic
Groups
Asian/Asian
British
Black/
African/
Caribbean/
Black British
Board members 6 – – 2
% of Board 75% – – 25%
Senior positions
on the Board
1
3 – – 1
Executive
management
2
5 1 2 1
% of executive
management 56% 11% 22% 11%
1 Senior positions on the Board include Chief Executive Officer,
FinanceDirector, Senior Independent Director and Chairman.
2 Executive management includes Chief Executive Officer’s direct reports
(excluding support roles) and the Company Secretary.
3 Senior management as per Women in Finance Charter submission.
4 This table meets UK Listing Rule requirements and is in a prescribed format.
Ninety One Integrated Annual Report 202624
Governance Financial Statements Additional InformationStrategic Report
Our aim to build a better firm
starts with setting high standards
for ourselves.
Ninety One has a number of policies to ensure we operate
inasocially responsible and compliant manner, reflecting our
value of doing the right thing for all stakeholders – including
regulators, policymakers, suppliers and wider society.
Ninety One has a number of policies to ensure we operate in
asocially responsible and compliant manner, reflecting our
value of doing the right thing.
Our approach to anti-bribery and anti-corruption
We have a zero-tolerance approach to bribery and corruption.
Our employees undertake training to ensure they understand
their responsibilities and are aware of the consequences of
the failure to comply with anti-bribery and corruption policies
in all the jurisdictions in which we operate. Regional compliance
teams are responsible for reviewing and updating internal
procedures to enable our business and employees to manage
the legal and reputational risks associated with bribery and
corruption. Our Financial Crime Compliance Policy, which
consolidates a number of policies including anti-bribery and
corruption, sets out our approach to mitigating the risks arising
from exposure to financial crime. Other Compliance policies,
such as our Whistleblowing Policy, Third Party Benefits Policy
and Conflicts of Interest Policy, further strengthen our
zero-tolerance approach to bribery and corruption.
Data protection and privacy policy
Our Data Protection and Privacy Policy promotes sound
practices for the collection and processing of personal data
to ensure that Ninety One acts in accordance with global data
protection and privacy regulations, in addition to our fiduciary
responsibilities towards our clients and employees. Our people
are aware of their data-protection responsibilities and receive
appropriate training.
Working with regulators and peers
Ninety One is a global investment manager with regulatory
obligations in the many jurisdictions in which we operate.
In line with our key value, we want to do the right thing for our
regulators by maintaining constructive and proactive working
relationships with them around the world. We participate in
industry forums, alongside our peers in the markets in which
we operate, with the intention of constructive development of
policy and regulation. Our Board and our DLC Audit and Risk
Committee are engaged in the material regulatory matters
and policy initiatives that Ninety One deals with.
Working with our suppliers
We value the relationships we have built with our suppliers
over the years and recognise the value they provide to our
business. We continue to work with our suppliers to ensure
they adhere to the standards and behaviours we uphold
across Ninety One. We have a high level of oversight, focused
on selection, onboarding, monitoring and reporting across
our supply chain and we review the supplier relationships
bi-annually. We have adopted a global approach to modern
slavery. We will not knowingly support and/or do business
with any third party involved in slavery and/or human
trafficking. We further review suppliers with respect to
theirapproach to sustainability and diversity and we
alsoaskthat they treat and remunerate their employees fairly.
Acting Responsibly as a Corporate Citizen
Ninety One Integrated Annual Report 202625
Governance Financial Statements Additional InformationStrategic Report
Risk Management
Our risk management and internal
control framework is supported by
an embedded risk culture and
strong risk governance.
Risk management framework
Ninety One is exposed to a variety of risks as a result of its
global business activities and is committed to operating within
a strong system of internal control. The risk management
framework is designed to manage risk within agreed appetite
levels and is aligned to the delivery of the Group’s strategy
and creating long-term value for clients and shareholders.
The approach to managing risk is comprehensive, and
includes identifying, assessing, managing, monitoring and
reporting current and emerging risks, supported by a strong
risk culture and governance structure. Ninety One articulates
its culture through its guiding value to ‘do the right thing’,
which is embedded in its approach to risk management.
TheGroup advocates an open and risk-aware culture,
whichrequires all employees to take personal accountability
for effective risk management and for establishing and
maintaining an effective internal control framework.
Risk appetite
Risk appetite statements are set by the Board and articulate
the level of risk the Board is willing to take in pursuit of Ninety
One’s business strategy. They cover all the Groups’ principal
risks and are underpinned by risk limits and tolerances, where
both qualitative and quantitative metrics are considered when
assessing the position of current and emerging risks against
risk appetite.
Governance
The Board is responsible for risk management, and for the
adequacy and effectiveness of the system of internal controls.
To assist the Board in discharging its responsibilities, it has
delegated authority to the DLC Audit and Risk Committee
(“ARC”) to exercise non-executive oversight of the risk
management framework processes and to assess the most
significant risks facing the business. Details of how the ARC
oversees the framework is set out on page 67 of thisreport.
The ARC, and executive management, are supported by
theManagement Audit Committee (”MAC”), which oversees
the completeness, accuracy and effectiveness of financial
reporting, corporate tax compliance and the external audit
offinancial accounts; and the Management Risk Committee
(“MRC”), which oversees the effective management of risks
identified in the business, ensuring that effective risk mitigation
strategies are in place. The MRC is supported by several
specialised risk sub-committees, comprising subject matter
experts from across the business who perform a more
detailed review of their risk environment to ensure that risk
matters are identified and escalated, where appropriate.
Three lines of defence
The risk management framework utilises a ‘three lines of
defence’ approach to managing risk. This ensures that there
isresponsibility for risk management embedded within the
specialist teams overseeing day-to-day processes and
demonstrable independence within the functions employed
to challenge them. They are:
ɽ The first line of defence is formed by managers and
staffwho own and manage risks directly, as part of their
accountability for the processes and controls that they
operate;
ɽ The second line of defence comprises risk management
and compliance functions who provide oversight and
assurance that risk is being managed effectively in the
firstline; and
ɽ The third line of defence is internal audit, who provide
independent assurance on the effectiveness of
governance, risk management and internal controls
established by the first and second lines to manage risk.
Ninety One also maintains comprehensive insurance cover
with policies covering a number of insurable risk events.
Financial year 2026 developments
Several initiatives were undertaken by Ninety One’s risk
functions to reflect a continued focus on strengthening
governance, enhancing resilience, and leveraging technology
to support sustainable growth:
ɽ The Group continues to explore and adopt artificial
intelligence solutions to enhance operational efficiency
and support business processes. Deployment is focused
on targeted use cases, supported by appropriate
governance and oversight to ensure associated risks
areeffectively identified and managed.
ɽ During the year, the Group initiated a programme to align
its cybersecurity framework with recognised ISO standards,
strengthening controls and enhancing documentation,
aspart of a broader initiative supporting the Group’s
objective of achieving ISO certification over time.
ɽ Work also commenced to support compliance with
Provision 29 of the UK Corporate Governance Code.
Thisincludes enhancements to the framework for
monitoring and assessing the effectiveness of risk
management and internal material controls, with
deliveryplanned in line with regulatory expectations.
ɽ Information security capabilities were further strengthened
through the implementation of Data Loss Prevention (“DLP”)
tools, enhancing the Group’s ability to monitor, protect
and manage sensitive data across the organisation.
ɽ In addition, a cyber simulation exercise was conducted
with the executive team, strengthening preparedness
andresponse capabilities in the event of a cyber incident.
Insights from this exercise are being incorporated into
ongoing resilience and incident response planning.
Ninety One Integrated Annual Report 202626
Governance Financial Statements Additional InformationStrategic Report
Assessment of risks
Ninety One’s risk management framework covers all types of
risk which affect the Group and that could impact on the
achievement of its strategic objectives. During the normal
course of business, existing and emerging risks are identified
and assessed, and changes are monitored throughout the
year. The basis for risk identification is underpinned by risk
management tools, including risk assessments, key indicators,
stress tests and scenario analysis and learnings from internal
and external events, supported by collaboration between
functions across the Group. This process also takes account
of external factors, such as geopolitical fragmentation, market
conditions, sustainability, and conduct and regulatory
sentiment.
Ninety One classifies risks into three main categories: business
and strategic risk, investment risk, and operational risk.
Thisstructure provides a clear view of risk concentrations
andpotential impacts, supporting effective prioritisation
andthe implementation of appropriate mitigation strategies.
Ninety One has identified ten principal risks, representing
those most likely to impact on the Group’s strategy, business
model, reputation and future performance. These risks are
kept under regular review to ensure they remain relevant
andaligned with the Group’s approach to risk management.
There were no changes during the year, and the overall risk
profile remained stable.
In managing its risks, the Group considers both reputational
and financial impacts and does not, therefore, classify
reputational risk as a separate category.
Risk Management
Ninety One risk governance structure
Key: Personnel
Independent Executive Management
Ensures controls and risk
management processes of the
firstline are working as intended
Provides independent assurance to
the Board and executive management
about the design and operating
effectiveness of internal controls,
and the governance framework
First Line of Defence Second Line of Defence Third Line of Defence
Day-to-day ownership and
management of risks and controls
Management
Specialised risk sub-committees
Executive management
Management Risk Committee Management Audit Committee
DLC Board of Directors
DLC Audit and Risk Committee
Risk Governance, Escalation and Reporting
Ninety One Integrated Annual Report 202627
Governance Financial Statements Additional InformationStrategic Report
Principal Risks
The Board has carried out a robust assessment of the Group’s principal risks.
Business and strategic risks
Business and strategic risks are identified when Ninety One fails to deliver on its strategy and business objectives. These risks can manifest through a failure to foresee and respond to the
changingneedsofclients and other stakeholders, the inability to adapt to changes in the operating environment or failing to attract or retain the right talent to deliver good stakeholder outcomes.
Risk Risk management/mitigation Update on the risk assessment in FY 2026
External Environment Risk
Strategic priorities: 1, 2, 3, 4, 5 | Risk Profile:
Ninety One is exposed to a range of
external factors outside of its control,
including market volatility and fluctuations
in exchange rates, increased geopolitical
uncertainty, shifting client preferences,
climate-related risks, and regulatory
change. The failure of Ninety One to
anticipate and navigate this uncertainty
could impede the development and
implementation of its business strategy
leading to missed opportunities for
valuecreation.
ɼ Group strategy is reviewed and approved by the Board annually, which ensures
Ninety One has the right structure, leadership, culture, and resources to execute it.
ɼ Ongoing capital planning and stress testing support the assessment of the
Group’s resilience and the early identification of potential risks under a range
ofscenarios.
ɼ The Chief Executive Officer, with support of executive management, regularly
reviews and monitors progress against Ninety One’s strategic objectives.
Appropriate action is taken as necessary to ensure that the strategy remains
relevant and delivery on track.
ɼ Ninety One tracks various financial and non- financial metrics to support
itsstrategy and adjusts as needed, including implementing cost controls
whennecessary.
ɼ The group’s geographical reach and diversification in products, clients,
andinvestments help reduce risks from adverse external factors.
ɼ Ninety One’s compliance team tracks relevant regulations to enable prompt
response to potential changes.
The external environment remains uncertain, characterised by elevated geopolitical
tensions, policy divergence and evolving trade dynamics, whichcontinue to influence
market conditions and client sentiment.
Business conditions have improved over the year, supported by stronger markets,
competitive investment performance and net inflows, alongside continued cost
discipline. There are early signs of a recovery in demand for emerging markets and
differentiated active strategies, where Ninety One is well positioned.
The strategic relationship with Sanlam was finalised in early 2026, marking the start of
along-term partnership based on complementary strengths and ashared commitment
toclients.
Notwithstanding these positive developments, the environment remains sensitive to
geopolitical developments and shifts in monetary policy, whichmay drive continued
volatility and uneven client demand.
Overall, the risk remains elevated, but is considered manageable, supported bypositive
business momentum.
See the Chairman and Chief Executive Officer’s Statement on pages 7 to 10 for more
information.
Product Risk
Strategic priorities: 1, 2, 3, 4 | Risk Profile:
To succeed, Ninety One must have a relevant
product strategy. Deciding which products to
develop or rationalise is essential for the firm.
If Ninety One fails to respond to industry
changes and evolving client needs, its
product offering may not be sufficiently
diversified or may lack strategies that help
clients reach their objectives. This could make
Ninety One’s offerings obsolete or easily
replaced by competitors, leading to lower
AUM and falling revenues.
ɼ The product development and commercial strategy teams focus on strategy,
research and innovation so that Ninety One has a clear product focus, offering
adiverse mix of investment capabilities and differentiated strategies to meet
current client needs, and anticipate any future changes in demand.
ɼ Client-facing professionals maintain direct contact with clients to understand
their needs, preferences and behaviours, enabling Ninety One to anticipate
changes and promptly address concerns.
ɼ The product development team consistently engages with peers, regulators,
strategic partners, and service providers to ensure Ninety One remains at the
forefront of market and technological developments.
ɼ Product risks are managed through Ninety One’s formal product governance
framework, to ensure its products consistently meet existing requirements and
deliver good client outcomes.
Client preferences continue to evolve with increasing demand for outcome-oriented
and innovative investment solutions, while competitive intensity remains high,
particularly in traditional active strategies.
In response, Ninety One is evolving its product offering, including expanding private
market strategies, launching ETF structures and developing opportunities in digital
assets. While these initiatives support growth and diversification, they introduce
additional execution, operational and regulatory complexity.
The firm maintains a disciplined approach to product development, including the
refinement, repositioning or closure of strategies that no longer meet client demand.
Overall, the risk remains well managed, supported by disciplined innovation and
effective execution.
See the Chairman and Chief Executive Officer’s Statement on pages 7 to 10 for more
information.
Key: Risk profile change over the financial year Risk exposure has increased Risk exposure has remained stable Risk exposure has decreased
Ninety One Integrated Annual Report 202628
Governance Financial Statements Additional InformationStrategic Report
Principal Risks
Business and strategic risks continued
Risk Risk management/mitigation Update on the risk assessment in FY 2026
Talent Management Risk
Strategic priorities: 5
Risk Profile:
Ninety One’s continued success depends
onits ability to attract, retain and develop a
diverse, experienced andhighly skilled pool
of talent in an increasingly competitive
industry. Without a committed and
motivated workforce Ninety One may fail to
effectively execute its business strategy or
fail to be recognised as an employer of
choice, resulting in increased costs, and
higher than planned turnover.
ɼ Well-defined and effective recruiting strategies are in place that set out how
Ninety One will attract, identify, hire, and retain high-calibre people, supported
by competitive and long-term incentive plans.
ɼ Talent development programmes are in place to nurture everyone’s potential
and prepare them for future roles in the business. Leaders and managers are
also developed to realise the full potential of employees.
ɼ Hiring activities and indicators of employee attrition are continuously
monitored to ensure effective people forecasting to meet business demands.
Competition for investment and specialist talent remains intense, particularly in key
growth areas. While broader labour market conditions have stabilised, retaining
high-performing individuals remains critical.
Ninety One has maintained stable attrition and continues to strengthen its employee
value proposition through career development, an ownership culture and targeted
benefits.
Overall, the risk remains stable, with continued focus on retention and succession in
keyroles.
See Our People section on page 24 for more information.
Sustainability Disclosure Risk
Strategic priorities: 1, 2, 3, 4
Risk Profile:
Ninety One recognises the importance
ofsustainability in managing the
environmental andsocietal impact of the
firm’s own business activities. Sustainability
issues are often systemic, complex, and
evolving. If Ninety One fails to consider
theseissues holistically, it could lead to
thefirm inadvertently making exaggerated
orotherwise misleading sustainability claims
andcreating the perception that thefirm is
more sustainable than it actually is. This could
result in regulatory and legal scrutiny over
Ninety One’s disclosures, anddamage to
thefirm’s reputation.
ɼ The Board receives information about Ninety One’s various sustainability
initiatives and developments to gain a good understanding of the overall
positioning of the business against the expectations of its stakeholders.
ɼ The investment risk team monitors and challenges the investment process
inrespect of sustainability factors, and monitors firm and portfolio level
sustainability risks. This is reported to the Sustainability Committee, which
hasoversight of sustainability risks, including resultant climate-related risks.
ɼ Sustainability integration and potential risks in specific strategies are monitored
and discussed as part of the investment process.
ɼ Ninety One’s Chief Sustainability Officer chairs the Sustainability Committee,
which oversees the wider sustainability ecosystem in the business.
Sustainability-related regulation and market expectations are evolving unevenly across
jurisdictions, with continued focus in some regions alongside moderating momentum
inothers.
Ninety One remains committed to integrating sustainability considerations across
itsbusiness, reflecting its long-standing culture and investment philosophy.
Client demand continues to drive the firm’s investment approach, with varying
preferences across regions and client segments. A range of strategies is maintained,
including those with explicit sustainability objectives, with product design and
disclosures aligned to applicable regulatory requirements.
Overall, the risk remains stable and controlled, despite increasing complexity
anddivergence across markets.
See our Sustainability and Stewardship Report.
Key: Risk profile change over the financial year Risk exposure has increased Risk exposure has remained stable Risk exposure has decreased
Ninety One Integrated Annual Report 202629
Governance Financial Statements Additional InformationStrategic Report
Investment risks
Investment risks are where Ninety One does not achieve clients’ investment objectives, or where portfolios are exposed to inappropriate levels of risk in pursuit of achieving their objectives.
Investment risks can manifest through portfolio positioning, portfolio construction, stock selection or inappropriate benchmarking.
Risk Risk management/mitigation Update on the risk assessment in FY 2026
Investment Risk
Strategic priorities: 1, 2, 3, 4
Risk Profile:
Strong investment performance is at the
core of Ninety One’s proposition to clients
and a crucial factor for the growth and
retention of AUM. The failure of Ninety
One to deliver consistent performance
orensure that portfolios meet client
investment objectives (including
sustainability outcomes) and agreed risk
profiles, may result in clients moving their
assets elsewhere, and declining to invest
in investment strategies and funds the
firmraises in future. Additionally, volatile
markets could result in the deterioration
offund liquidity, and Ninety One may have
insufficient liquidity resources to meet
client and regulatory expectations.
ɼ Ninety One has clearly defined investment processes, which are designed to
meet targets within stated risk parameters and deliver on the investment mandate
of each product/strategy. This is subject to ongoing review and challenge
through Ninety One’s established risk management processes and governance
structure.
ɼ An independent investment risk and performance team oversees portfolio
performance and the risk profiles of all Ninety One portfolios. The team monitors
various risk measures to ensure portfolio risk is appropriate and that risk budgets
are effectively used. The team alsomeasures liquidity for all portfolios, to ensure
liquidity obligations can be met.
ɼ An Investment Management Committee oversees investment performance
outcomes, to ensure they adhere to the investment philosophy, process, and
research efforts of the investment teams, and to ensure there are sufficient
andeffective investment risk mitigation activities and strategies in place.
ɼ A Liquidity Management Committee actively monitors and assesses the liquidity
risks and potential mitigants for Ninety One’s products on an ongoing basis.
Market conditions were supportive overall, although characterised by geopolitical
uncertainty, elevated interest rates and increased concentration within equity markets,
contributing to periods of volatility and dispersion in returns.
Against this backdrop most investment strategies delivered outcomes broadly in line
with expectations, with some dispersion driven by market concentration and thematic
trends such as Artificial Intelligence.
Portfolio risks remained within defined parameters throughout the period. Liquidity
conditions were generally supportive, notwithstanding episodic volatility linked to
geopolitical developments and shifting monetary policy expectations.
Overall, the risk remains stable, reflecting disciplined portfolio construction, effective
riskoversight and continued focus on long-term investment objectives.
Principal Risks
Key: Risk profile change over the financial year Risk exposure has increased Risk exposure has remained stable Risk exposure has decreased
Ninety One Integrated Annual Report 202630
Governance Financial Statements Additional InformationStrategic Report
Principal Risks
Operational risks
Operational risks result from the poor design and/or execution of controls. It can result in a poor client experience through sub-standard servicing (including errors or omissions)
orthedisruptiontothe provision of services. These risks can also result from external threats, such as attacks on technology defences or failings at key third parties that impact
theoperationalresilience of the firm. Operational risks can damage Ninety One’s reputation and expose the firm to financial losses.
Risk Risk management/mitigation Update on the risk assessment in FY 2026
Process Execution Risk
Strategic priorities: 1, 2, 3
Risk Profile:
Ninety One’s core business activities rely
on theeffective design and operation of
internal processes, supported by a sound
system of internal control, and as a result
faces the risk ofunintentional operational
issues or errors. Amaterial failure of a
business process could compromise
Ninety One’s operations resulting inpoor
client outcomes, unanticipated financial
loss, increased costs, and reputational
damage.
ɼ Ninety One maintains and operates within a system of internal controls that
facilitate its effective and efficient operation.
ɼ Operational risk is managed across Ninety One through a framework that
includes an Risk and Control Self-Assessment (“RCSA”) process and a risk event
management process, to facilitate the implementation of control improvements.
ɼ The alignment between Ninety One’s internal audit, risk management and
compliance functions provides a holistic approach to understanding risk
andproviding assurance on the ongoing effectiveness of controls.
Core business processes operated effectively during the year, supported by
awell-established system of internal controls, with no material control failures.
Ninety One continues to strengthen its control environment through enhancements
toprocesses and controls, including the use of technology and AI to improve process
efficiency, automate routine activities and enhance monitoring. Work is also underway
to support readiness for Provision 29 of the UK Corporate Governance Code, including
further development of the Group’s approach to internal material controls and
combined assurance.
Ongoing monitoring through the RCSA process and risk event analysis continues
tosupport control improvements.
Overall, the risk remains stable, supported by a well-established control environment.
Key Outsourcer Risk
Strategic priorities: 1, 2, 3
Risk Profile:
Ninety One deploys a globally integrated
operations platform that partners with key
outsourcers across the value chain where
internal teams retain responsibility for
oversight. The inability of Ninety One to
adequately oversee and manage its key
outsourcer partners and ensure they
discharge their contractual obligations,
could compromise Ninety One’s operations
and impair the firm’s ability to meet
regulatory requirements, and ensure
goodclientoutcomes.
ɼ Ninety One’s third party oversight framework is well embedded and consists
ofpolicies, procedures, and tools to govern the oversight of key third parties,
including its approach to selection, due diligence, onboarding, management,
andoversight monitoring.
ɼ Ongoing monitoring of third parties is managed through regular interactions,
where risk and performance measures are monitored and assessed against
predefined and expected standards to ensure effective risk management of
outsourced operations.
Ninety One’s operating model continues to rely on a number of key third-party providers
across its global platform. Performance across these providers remained stable during
the year, with no material service disruptions.
However, increasing concentration among a small number of global providers,
togetherwith heightened regulatory expectations, continues to elevate the importance
of effective oversight and resilience. The interconnected nature ofoutsourced services,
often underpinned by common technology platforms, introduces additional
dependency risk.
Ninety One has continued to enhance its oversight of key third parties, including
ongoing performance monitoring and periodic reassessment of critical service
providers and associated risks.
Overall, the risk remains stable, with continued focus on managing concentration,
dependency and resilience across key third party relationships.
Key: Risk profile change over the financial year Risk exposure has increased Risk exposure has remained stable Risk exposure has decreased
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Principal Risks
Risk Risk management/mitigation Update on the risk assessment in FY 2026
Cyber Security and Information Technology Risk
Strategic priorities: 1, 2, 3
Risk Profile:
Ninety One relies on technology and the
use of data to support its core business
activities and achieve clients’ objectives.
Events such as unauthorised access,
databeing held or transported insecurely,
or the inability to keep pace with
technological trends can potentially put
Ninety One’s technology and information
at risk. The failure of Ninety One to
effectively secure, manage and evolve its
cyber security and information technology
platform could lead to poor client
outcomes, negatively impact NinetyOne’s
reputation and stakeholder trust, and
impede the firm’s scalability and agility.
ɼ A dedicated Information Security, Cyber and IT Risk function is responsible for the
operation of Ninety One’s IT risk management framework, including information
and cyber-security governance policies, procedures and training.
ɼ An externally managed specialist security provider enhances Ninety One’s ability
to detect, investigate and respond to unauthorised and/or suspicious activity.
ɼ Ninety One’s technology environment is subject to regular testing, such as
penetration testing, vulnerability scans and patch management.
ɼ The development of proprietary technology systems and the adoption of
emerging technologies are rigorously researched and tested and implemented
via a well embedded change management process.
The external cyber threat environment continues to evolve, with increasing frequency
and sophistication of attacks, including those leveraging emerging technologies.
This,together with growing reliance on digital platforms and data, increases the
potential impact of a cyber incident.
Ninety One continues to enhance its cyber security capabilities through investment in
monitoring, detection and response tools, supported by specialist external providers.
Acyber simulation exercise involving the executive team was completed during the
year, strengthening incident preparedness and response. The Group has also
commenced a programme to align its cyber security framework with recognised
ISOstandards, supporting its objective of achieving certification over time.
Ongoing security testing and assessments identify and remediate vulnerabilities, while
governance frameworks continue to be enhanced to support the responsible adoption
of new technologies, including AI.
Overall, the risk remains elevated but well managed, reflecting the evolving threat
landscape.
Regulatory Compliance and Conduct Risk
Strategic priorities: 1, 2, 3, 4, 5
Risk Profile:
Ninety One operates its core business in a
highly regulated environment. The failure
of the firm to adequately consider,
implement, or comply with applicable
laws, regulations and professional
standards could expose Ninety One to
regulatory censure or enforcement action
which may lead to client detriment and
erode stakeholder trust and confidence.
Ninety One also faces a range of ethical
and legal standards that govern its
conduct of business, and the potential
misconduct of the firm, or individuals
associated with the firm, could harm its
clients and stakeholders, and negatively
impact Ninety One’s reputation.
ɼ A regulatory and compliance management framework is in place across
NinetyOne’s operations to monitor ongoing compliance, including providing
guidance to the business.
ɼ Compliance undertakes routine oversight, monitoring and deep-dive activities
toassess compliance with regulations and legislation.
ɼ Ongoing engagement with regulators and relevant industry bodies is maintained
to support Ninety One’s preparedness for regulatory and industry developments.
ɼ Ninety One promotes a strong risk and compliance culture, supported by training,
policy attestations and compliance assurance programmes.
ɼ A Whistleblowing Policy is in place for employees and others to make good faith
reports of suspected fraud, corruption, or other unethical or illegal activity or
information.
The regulatory environment remains dynamic, with increasing supervisory focus in
keyjurisdictions, particularly in areas such as cyber security, AI, third-party risk and
operational resilience. This has resulted in increased and more focused regulatory
engagement, consistent with evolving regulatory expectations.
Ninety One has continued to enhance its compliance framework, including the use
oftechnology to optimise compliance oversight activities, supporting the firm’s
commitment to high standards of conduct and regulatory compliance.
Overall, the risk remains stable, reflecting the Group’s continued ability to respond
toanincreasingly complex and evolving regulatory environment.
Operational risks continued
Key: Risk profile change over the financial year Risk exposure has increased Risk exposure has remained stable Risk exposure has decreased
Ninety One Integrated Annual Report 202632
Governance Financial Statements Additional InformationStrategic Report
Principal Risks
Operational risks continued
Risk Risk management/mitigation Update on the risk assessment in FY 2026
Business Resilience & Continuity Risk
Strategic priorities: 1, 2, 3, 4, 5
Risk Profile:
Ninety One is exposed to a range of
potential events that could disrupt its
coreoperations, including unplanned
system downtime, degraded system
performance, a cyber-attack, and
extreme weather events. The failure of
Ninety One to adequately prepare and
respond to an operational disruption
could hinder the firm’s ability to
successfully mitigate the damage that
may result from such an event, resulting in
client detriment and reputational damage.
ɼ As part of the Operational Resilience programme, Ninety One undertakes
scenario testing to assess its ability to remain within its impact tolerances
forarange of severe but plausible disruption events.
ɼ A robust capital adequacy process, including specific capital scenarios for
business interruption, is in place to ensure Ninety One is sufficiently capitalised
should it need to draw on it.
ɼ Business continuity and disaster recovery plans are periodically tested to
ensurethe restoration of core business functions in the event of a disruption,
within defined recovery objectives.
Operational resilience remains a key area of focus, particularly in the context of an
evolving cyber threat landscape and increasing reliance on third-party providers.
The Group continues to enhance its resilience framework, including the ongoing review
of important business services and tolerances for disruption. Crisis management and
contingency planning are regularly reviewed and tested to strengthen preparedness
and response capabilities.
The Group is deepening its understanding of third-party dependencies and
interconnectivity risks, supported by enhancements to the mapping of critical
servicesand strengthened oversight of key providers, which in turn support
operationalresilience and continuity of client service.
Overall, the risk remains elevated but manageable, reflecting the evolving threat
landscape and continued enhancements to the Group’s resilience capabilities.
Key: Risk profile change over the financial year Risk exposure has increased Risk exposure has remained stable Risk exposure has decreased
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Investing for a world of change
Locking horns, these two white rhinos represent a species that has
come back from the very edge of extinction. About 80 percent of
the world’s white rhinos live in South Africa, so the creatures’
future depends on that country’s conservation and anti-poaching
efforts. While South Africa lost thousands of rhinos to poaching in
the 2010s, intensive protective efforts have slowed the killings.
This epic animal lives on.
We are committed to investing
for a better tomorrow.
Sustainability with substance
isatthe core of ourbusiness.
At Ninety One, we recognise
climate change as a systemic
and material risk and believe
no one should be left behind
in the drive to net zero.
Sustainability
Ninety One Integrated Annual Report 202634 Governance Financial Statements Additional InformationStrategic Report
Sustainability Review
We believe that delivering the
bestinvestment outcomes for our
clients over the long term depends
on securing a prosperous and
sustainable future.
Our primary responsibility is to help our clients to achieve
their long-term investment goals. We believe this is only
possible if we secure a prosperous and sustainable future into
which to invest. That’s why our purpose as a firm is to invest
and to advocate for a better tomorrow – to achieve better
returns for our clients as well as a better future for our planet.
For us, sustainable investing has always meant delivering
whatwe call ‘sustainability with substance’.
For further detail, please see our
Sustainability and Stewardship Report.
1. ‘Sustainable strategies’ is defined by Ninety One’s internal framework, based on the European Commission’s Sustainable Finance Disclosures Regulation (“SFDR”) criteria
for Article 8 and Article 9 funds, incorporating the Level 2 Regulatory Technical Standards (EU) 2022/1288 applicable from January 2023.
2. Targets cover corporate assets. Additional investment target of 56% of AUM.
3. Relative to 2019 baseline.
4. This is an increase of 23% from FY 2025, which was particularly low during our occupancy of an interim location in Cape Town.
Committing to reach net zero emissions by 2050
As a member of the Net Zero Asset Managers Initiative (“NZAM”), we have committed to support investing in line with global
goalof net zero GHG emissions. We published our transition plan in 2022, which includes 2030 targets for our investments
andoperations. In line with previous commitments under the NZAM initiative to review targets every five years, we have reviewed
our net-zero strategy to ensure it remains robust and aligned with our long-term objectives.
Transitioning our investments Our continued activity Transitioning our operations
Targets SBTi aligned
50% of financed corporate
emissions to have science-based
transition pathways by 2030
2
Undertake specific engagement with
companies contributing 50% (or
more) of our financed emissions
Advocate for a fair and
inclusive transition
Build climate-focused solutions
Disclose through TCFD report
46% reduction in Scope 1 and 2
emissions by 2030
3
Progress
14.7% of financed corporate
emissions have SBTi commitments/
approvals
35.9% of AUM have SBTi
commitments/approvals
Engaged with
50% of
financed corporate emissions
Convened the
“Transition
Forum” to share knowledge
ontransition technologies
TCFD disclosures completed
Engagement and advocacy
focusing on addressing barriers, and a
fair and inclusive transition,
particularly in emerging markets
52% reduction in Scope 1 and 2
emissions
3,4
Newly refurbished Cape Town
offices Green Star and Net-zero
carbon rated
16,000 carbon credits purchased
and retired
Our key figures
£4.1bn
managed in sustainable strategies
1
FRC UK
Stewardship code Signatory status maintained
353
engagements
14,656
proxy votes cast
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Sustainability Review
Our sustainability framework has three pillars Sustainability governance
Our Chief Sustainability Officer chairs the Sustainability Committee, which oversees the wider
sustainability ecosystem in the business. It reports to the Chief Executive Officer, who reports
to the DLC Sustainability, Social and Ethics (“SS&E”) Committee.
Invest
We integrate the
assessment of ESG
risksinto our portfolios
by deepening our
understanding of
externalities and
improving our analysis
and assessment of the
risk they present. We
also offer sustainable
investment solutions.
Advocate
We seek to lead the
conversation on
sustainable investing.
Amajor focus of our
work is to advocate for
atransition that includes
emerging markets and
results in real-world
carbon reduction.
Inhabit
We believe change
starts at home. We run
our business responsibly
and act sustainably.
Our sustainability framework is underpinned by six core principles
that guide our approach
1. Endeavour to identify, understand
andintegrate material sustainability
risks and opportunities within the
investment process.
2. Fulfil stewardship and fiduciary duties
to stakeholders, including exercising
ownership rights responsibly.
3. Develop investment solutions that
focus on addressing sustainability
challenges and the energy transition.
4. Play our part in accelerating the
transition to a more sustainable future
by contributing to the global policy
agenda and development of industry
standards.
5. Look to act sustainably and run
ourbusiness responsibly.
6. Disclose how we discharge
oursustainability responsibilities
throughpublicly available policies
andreporting.
Invest
ɽ Investment teams
ɽ Investment risk team
ɽ Proxy voting and
datasupport
ɽ Product development,
Compliance and
Legal
Advocate
ɽ Investment teams
ɽ Investment Institute
ɽ Client group
ɽ Marketing
Inhabit
ɽ Human capital
ɽ Workplace team
ɽ Corporate Social
Investment (“CSI”)
team
ɽ Finance team
DLC Board Sustainability, Social and Ethics (“SS&E”) Committee
Chief Executive Office
Sustainability Committee
Sustainability team
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TCFD and TNFD Report
This is our sixth and second year updating how we are complying with and
responding to the recommendations of the Task Force on Climate-related
Financial Disclosures (“TCFD”) and the Task Force on Nature-related
Financial Disclosures (“TNFD”), respectively. Within this report we also
outline how we manage sustainability risk and opportunities more broadly
in accordance with the UK Sustainability Disclosure Regulations (“SDR”).
This report is structured around the four pillars of governance,
strategy, risk management, and metrics and targets, consistent
with the recommendations of the TCFD. It also incorporates
nature-related disclosures informed by the TNFD and is
intended to meet the relevant entity-level disclosure
requirements under Chapter 5 of the FCA’s ESG Sourcebook.
For further insight, we refer to where additional information
can be found, both within this report and within our
Sustainability and Stewardship Report (see link at the
bottomof this page).
Climate and nature are deeply interconnected. Nature
underpins climate resilience, and climate change accelerates
nature loss. We consider it a core part of executing our
fiduciary duty, and delivering for our clients, to ensure that
material climate- and nature-related risks and opportunities
are understood and assessed appropriately within our
broader sustainability framework.
As an investment manager, the most significant sustainability-
related risks and opportunities arise primarily through the
investments we manage on behalf of clients. Accordingly,
these disclosures focus principally on our investment
activities, while also outlining how we manage emissions and
other sustainability-related matters within our own operations.
We have included transparency on where we believe we are
currently complying with the disclosure recommendation,
labelled ‘Good progress’, and where there is more to do to
fully comply with the recommendation, ‘Work in progress’.
Forthose we do consider ‘Work in progress’, we explain the
next steps we are taking to better comply. Over the reporting
period, we have continued to make progress aligning our work
with real-world change and a fair transition for emerging
markets and outline the approach we are taking to consider
nature-related risks and impacts within our sustainability
strategy.
Entity statement
This report discloses our exposure to, and management of,
sustainability-related risks and opportunities, with a particular
focus on climate and nature. It is prepared using the TCFD
structure, incorporates TNFD-informed disclosures where
relevant, and is intended to meet the applicable entity-level
disclosure requirements under Chapter 5 of the FCA’s ESG
Sourcebook.
These disclosures are made in relation to all AUM, with
additional metrics presented where required for the assets
inscope of the FCA’s UK entity-level requirements, including
the AUM of Ninety One Fund Managers UK Limited and
investments managed by Ninety One UK Limited.
The Ninety One approach to governance, strategy and risk
management in relation to sustainability, climate and nature
for product-level reporting does not materially differ from our
overall entity-level approach, except where specifically stated
in relevant product-level disclosures.
Daisy Streatfeild
Chief Sustainability Officer
This section should be read in conjunction with our Sustainability and Stewardship Report. Linkages to this report feature in green.
ninetyone.com/en/sustainability/sustainability-report
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TCFD and TNFD recommendations
We outline our progress on each of the TCFD and TNFD recommendations in the following table. It shows both areas we feel our ‘current status’ complies with the recommendation, where we believe good progress has
been made, and where we believe more work is required to fulfil the disclosure requirement to a higher standard.
TCFD/TNFD recommendation
Current
status
Ninety One’s approach
Governance: Disclose the organisation’s governance around climate-related risks and opportunities, and broader material sustainability-related matters where relevant
1.
Describe the Board’s oversight
ofclimate-related risks and
opportunities.
Sustainability risk, including climate risk, forms part of the Board’s risk and strategic agenda. Most of the work is delegated to the DLC Sustainability, Social and
Ethics Committee, which meets at least four times per year. The Sustainability, Social and Ethics Committee oversees the strategy, commitments, targets and
performance relating to safety, the environment (including climate change) and other sustainability matters. This involves monitoring progress on how the
organisation is improving its alignment with the TCFD framework. Inaddition, the DLC Audit and Risk Committee reviews aspects of carbon-risk management
through regular updates on climate-related measurement tools and associated initiatives. Nature-related risks and opportunities were incorporated into the
Board’sagenda over FY 2026.
For further information on the governance framework overseeing sustainability risk and opportunity see page 36 and for further information on the Board’s oversight, see page
21 of the Strategic Report section of this report.
2.
Describe management’s role
inassessing and managing
climate-related risks and
opportunities.
Ninety One’s executive management develops and implements the business strategy under the direction of the Chief Executive Officer. The Chief Executive
Officer is responsible for managing the business on a day-to-day basis, in accordance with the strategy approved by the Board. As an investment manager,
weareresponsible for managing investment risk which includes climate and nature risk on behalf of our clients. The Chief Sustainability Officer oversees the
firm-wide sustainability initiatives, including our approach to assessing climate and nature risks and opportunities.
Sustainability risk, including climate and nature risk in portfolios is monitored via the Chief Investment Officer’s office and the investment risk team, with support
from the sustainability team. The investment teams are responsible for all positions in the portfolios they manage, within agreed parameters. From an investment
perspective, we believe understanding climate- and nature-related risks and opportunities is critical.
These governance arrangements support both our climate- and nature-related disclosures and our broader management of material sustainability-related risks
and opportunities, including Board and executive oversight, the role of the Chief Sustainability Officer, and coordination across investment, sustainability and risk
functions.
The Ninety One Sustainability Policy sets out Ninety One’s approach to sustainability, including the roles and responsibilities for overseeing and delivering the
activities across the sustainability framework.
Ensuring that sustainability is at the core of our business is a strategic priority.
Further information is set out in this report under Our Strategy on pages 16 and 17.
TCFD and TNFD Report
Key: Current status Good progress Work in progress
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TCFD/TNFD recommendation
Current
status
Ninety One’s approach
Strategy: Disclose the actual and potential impacts of climate and nature-related risks and opportunities on the organisation’s businesses, strategy and financial planning, where
such information is material
3.
Describe the climate- related
risks and opportunities the
organisation has identified over
the short, medium and long term.
Ninety One’s sustainability strategy across our sustainability framework is outlined in the Sustainability policy and with reference to our strategic priorities
onpage17 of this report.
For the purposes of this report, Ninety One has prioritised climate-related and nature-related matters within its broader sustainability framework. We have done so
because we consider them to be among the most material sustainability-related risks and opportunities affecting investment performance, stewardship priorities,
product relevance, client demand and operational resilience.
The critical climate- and nature-related risks and opportunities we identify here cover the investments we manage for our clients, the relevance of our products,
prevailing industry trends and the footprint of our own operations. How we approach these risks is addressed within our sustainability framework: Invest, Advocate
and Inhabit. This framework, which covers sustainability more broadly, incorporates a specific focus on climate and nature.
We see short-term risks and opportunities as those that could appear over the next three years, while the medium term would represent those appearing in the next
five years and the long term would imply those appearing after 2030. The greatest risk to our firm from climate change and natural resource degradation is, inour
view, the impact on our ability to generate competitive returns for our clients from their investments. The risks and opportunities we identify here, therefore, tend to
be short- to medium-term. By focusing on these, we believe there is a better chance of mitigating risks and taking opportunities that might appear in the long term.
Our response is framed through our sustainability approach: Invest, Advocate, Inhabit.
Risks
ɼ Investment risk: Insufficient understanding and integration of climate and nature factors into investment decisions could lead to mispriced risk and impact
returns. (Short, medium, long term)
ɼ Product relevance: Failure to anticipate client needs in relation to climate- and nature-aligned products may result in reduced competitiveness and AUM
growth. (Short, medium term)
ɼ Transition risk: Delays or lack of action from high-emitting or high-impact companies could increase exposure to stranded assets or reputation risk.
(Short,medium term)
ɼ Impact dilution risk: There is an increasing risk that investors setting linear emissions reduction targets for their portfolios will be limited in their potential to
generate real-world impact. (Short term)
ɼ Emerging market underinvestment: We face the risk of underinvestment in emerging markets, which will hamper global efforts to transition. Emerging markets
are expected to contribute 90% of emissions growth by 2030. (Short term)
ɼ Operational risk: A failure to deliver a credible transition plan for our own footprint could undermine our operational resilience and stakeholder trust. (Medium term)
Key: Current status
Good progress Work in progress
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TCFD/TNFD recommendation
Current
status
Ninety One’s approach
Strategy: Disclose the actual and potential impacts of climate and nature-related risks and opportunities on the organisation’s businesses, strategy and financial planning, where
such information is material continued
3.
Describe the climate- related
risks and opportunities the
organisation has identified over
the short, medium and long term.
continued
Opportunities
ɼ Investment opportunity: To ensure our performance remains competitive. To do so, we must deliver robust climate- and nature-related integration within our
investment processes. (Short, medium, long term)
ɼ Product innovation: To be at the forefront of understanding the needs of our clients and reflecting these in the products we offer. We can do this by developing
differentiated products that anticipate these needs. (Short, medium term)
ɼ Stewardship and engagement: Engaging high emitters and high-impact companies to drive real-world change is an opportunity to improve portfolio
resilience and broader outcomes. (Short, medium term)
ɼ Emerging market leadership: Supporting a fair and inclusive transition in emerging markets positions us to capture long-term growth while contributing to
global sustainability goals. (Short term)
We include further information setting out recent progress and initiatives on pages 15 and 16 of our Sustainability and Stewardship Report.
The Risk Management section on pages 26 and 27 of this report provides more details on our internal control framework.
4.
Describe the impact of climate-
related risks and opportunities
onthe organisation’s businesses,
strategy and financial planning.
By addressing the climate- and nature-related risks and opportunities in our business strategy, we have a better chance of generating competitive returns.
Thishelps us retain and grow client assets and increase revenue.
We view the potential impact on our emerging-market business to be more acute. Without managing the risks and opportunities we have identified, we could limit
our ability to generate returns for our clients which, in turn, could lead to loss of assets and revenue.
Our strategy places sustainability at the core of our business. In addition, sustainability-related risks are identified as principal risks that are managed and assessed
by the Board. This manifests in several ways, starting with instilling the best possible understanding of sustainability-related risks within our investment teams and
broader firm. Our specialist sustainability team supports our investment teams on complex topics. During the reporting period, we refined our transition plan
analysis to be more sector specific and incorporated nature-related components as relevant. This in turn ensures our assessment of credible transition plans
asameans to address transition risks, including those related to management of nature risks, dependencies and impacts.
The following initiatives embed climate- and nature-related risks and opportunities within our strategy to address those we have identified above:
1. Robust ESG integration that highlights material climate and nature risks and opportunities across all our investment products. The strength of our integration
within investment teams is reviewed regularly to ensure it is fit for purpose.
2. Engagement with companies to influence and contribute to their transition journeys. At a firm level, we have prioritised the highest-emitting positions for climate
and increasingly include those most likely to have a material impact on nature, across the portfolios we manage on behalf our clients.
3. Advocacy in support of a fair transition for emerging markets.
4. Expanding our range of strategies that focus on positive inclusion to enable financing the transitioning to net zero, or the leaders in solutions that generate
decarbonisation and support effective management of natural resources (e.g. water and pollution management).
Further information on our principal risks and how these link to our strategic priorities can be found in the Principal Risks section on pages 28 to 33 of this report.
Key: Current status Good progress Work in progress
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TCFD/TNFD recommendation
Current
status
Ninety One’s approach
Strategy: Disclose the actual and potential impacts of climate and nature-related risks and opportunities on the organisation’s businesses, strategy and financial planning, where
such information is material continued
4a.
Supplemental Guidance:
Describe how climate and
nature-related risks and
opportunities are factored into
relevant products or investment
strategies or offerings.
At an investment strategy level, climate- and-nature-related risks and opportunities are addressed as part of the integration of ESG analysis into our investment
processes.
The tools to assess these risks continue to evolve. The highest-emitting companies across all strategies have been through a full TPA. At the end of this reporting
period, we have completed 33 TPAs of the highest-emitting companies we are invested in.
For relevant sectors, we have integrated nature-related indicators in our high-emitter TPAs. We also developed our approach to nature, part of which includes
nature related assessments, which will enable engagement with investee companies identified as having a material impact with an aim of protecting and driving
value for clients over the short, medium and long term.
Further information on our approach to TPAs, and the development of our strategy on nature, can be found on page 15 and page 14 of our Sustainability and
Stewardship Report.
We use an internal database to give investment teams information on their carbon position at any point in time. In addition, we continue to grow our suite of
sustainability strategies that focus on positive inclusion to benefit from the transition to a lower-carbon economy. These include strategies that support solution
providers in decarbonising, and which can purposefully finance transition in emerging markets.
For an update on our sustainability strategies, see pages 17 to 22 of our Sustainability and Stewardship Report.
Our sustainability strategy also informs our selection and oversight of third-party providers where they support investment analysis, stewardship and reporting.
Inthese cases, we assess whether those services are fit for purpose having regard to the sustainability-related objectives, investment strategy and risk
management needs of the relevant business or product.
4b.
Supplemental Guidance:
Describe how each product or
investment strategy might be
affected by the transition to
alower-carbon economy.
Each product will have a varying degree of exposure to the financial risks of the transition to a lower-carbon economy, depending on its underlying issuers’
geographical focus and sector allocation. We believe exposure to transition risks should be considered alongside the underlying issuers’ ability to manage
thoserisks and transition their existing business operations and products to a lower-carbon economy. The impact on individual issuers is idiosyncratic as
theymaybe exposed to financial risks through factors such as demand destruction, increased operating costs and capital expenditure.
Portfolio managers supported by their investment teams are responsible for analysing climate risks and opportunities within their portfolios and determining
howthese risks might affect portfolio holdings.
We continue to develop our understanding and learn how the transition will impact our strategies.
Key: Current status
Good progress Work in progress
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TCFD/TNFD recommendation
Current
status
Ninety One’s approach
Strategy: Disclose the actual and potential impacts of climate and nature-related risks and opportunities on the organisation’s businesses, strategy and financial planning, where
such information is material continued
5.
Describe the resilience of the
organisation’s strategy, taking
into consideration different
climate-related scenarios,
including a 2°C or lower scenario.
Building our understanding and expertise in climate risk, climate science and transition pathways form the cornerstone of embedding resilience and creating
opportunities in the firm’s strategy. During the course of our TCFD reporting journey, we have worked to build knowledge and understanding, in particular within
ourinvestment teams. In partnership with Imperial College, we provided training to investment teams on climate risk, and more recently provided a knowledge
series on transition technologies. We aim to continue enhancing the quality of our engagements and ability to discern credible transition plans, as well as the
incorporation of consideration of material nature-related risks and impacts.
We believe that the effective management of transition and nature-related risk is best achieved by ensuring underlying assets in the portfolio are themselves
assessing and managing risk and setting targets related to transition. Therefore, much of the firm’s focus has been on forward-looking qualitative work and
understanding transition plans starting with the highest-emitting investments across our asset base. Additionally, we have onboarded a vendor that enables us
toproduce analysis across our corporate portfolio that applies transition and physical risks in different scenarios and over different periods to estimate an impact
on returns. We continue to be extremely cautious about the conclusions that can be drawn from this type of analysis. However, we have provided a 5-year and
10-year analysis of different climate scenarios across our corporate portfolio.
Until we can have greater confidence in the capabilities of scenario analysis we will consider this disclosure a work in progress. We do not currently undertake
scenario analysis in relation to nature-related risks given the complexities, uncertainties and data challenges involved. However, we continue to monitor evolving
practice in this regard to determine the relevance of such analysis going forward.
To view the Ninety One Investment Institute’s research on physical and transition risk, reports have been posted to Ninety One’s transition investing portal.
Access the scenario analysis on page 51 of this report.
Key: Current status Good progress Work in progress
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Current
status
Ninety One’s approach
Risk management: Disclose how the organisation identifies, assesses and manages climate and nature-related risks as part of its overall management of sustainability-related risks
6.
Describe the organisation’s
processes for identifying and
assessing climate- and nature-
related risks.
Supplemental Guidance: Describe
how you identify and assess
material climate-related risks
foreach product or investment
strategy. This might include a
description of the resources
andtools used in the process.
Disclose the locations where there
are assets and/or activities in the
organisation’s direct operations,
and upstream and/or downstream
and/or financed where relevant,
that are in priority areas.
Ninety One identifies, assesses, manages and monitors sustainability-related risks through its investment processes, independent risk oversight and governance
committees. Sustainability-related risks include climate- and nature-related risks, and may also include other environmental, social or governance matters where
these are considered material to investment performance, stewardship priorities or client outcomes.
Climate-related risk is one of the investment risks we seek to understand and manage on our clients’ behalf. We do this in three ways:
1. Investment teams have access to resources and tools to help them identify, measure and address climate risk as part of their research process, including
accessto carbon data through internal tools. This analysis aims to identify companies at the greatest risk of negative impacts from climate change.
2. We consider the aggregate exposure of our investments and prioritise climate-risk assessments and engagement with the top contributors to financed
emissions.
3. Climate-risk exposure is part of the ESG risk assessment developed by the Investment Risk team where we look to ensure that all high emitters are appropriately
assessed.
Our most significant nature-related risks are related to our investments. Where material, each investment team will consider nature-related risks as part of their
fundamental research. Where severe controversies are flagged through our third-party data providers, we have clear guidelines on how analysts should address
them. This includes understanding the validity, significance and current status of the controversy, whether adequate actions are being taken by the company and
whether there is an appropriate engagement approach.
In addition, we are evolving our methodology to identify, assess and engage companies with potential to have a materially negative impact on nature,
specificallyinrelation to land-use, water and pollution. We will undertake engagements with priority companies in FY 2027.
Our key operational locations are our offices in London and Cape Town, which are managed by our Workplace function. We have processes in place to
mitigateand control the risks associated with climate change and nature, including addressing the unique challenges of South Africa’s business environment,
withoccurrences of load shedding and intermittent water scarcity. Should a physical event prevent our ability to operate, we have disaster recovery and
businesscontinuity arrangements in place. Our key outsourcers and suppliers are also subject to ongoing monitoring, annual due diligence reviews and
incidentmanagement response planning.
For our investments, we provide data on our exposure to sensitive areas on page 50.
Reporting on sustainability related risk is included in the investment risk governance framework and coordinated via the Investment Risk Committee, which in turn
reports to the Management Risk Committee.
Consideration of operational sustainability risks is undertaken by Ninety One’s operational risk team and overseen by the Operational Risk Committee.
TCFD and TNFD Report
Key: Current status Good progress Work in progress
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TCFD/TNFD recommendation
Current
status
Ninety One’s approach
Risk management: Disclose how the organisation identifies, assesses and manages climate and nature-related risks as part of its overall management of sustainability-related risks
continued
6a.
Supplemental Guidance:
Describe engagement activity
with investee companies to
encourage better disclosure and
practices related to climate and
nature-related risks in order to
improve data availability and
asset managers’ ability to assess
climate and nature-related risks.
Many of our engagements with investee companies target better disclosure of carbon data. We are clear in these engagements that disclosure is an essential first
step to drive better environmental action.
We have been investor members of CDP since 2010, and we share its goal to make environmental reporting and risk management a business norm, and to drive
disclosure, insight and action towards a sustainable economy. We aim to take a lead role, or support other investors, in CDP’s climate, forests and water-related
disclosure campaigns for key companies that our firm invests in.
We are also active in supporting the evolution of common sustainability disclosure standards, including through the ISSB Investor Advisory Group.
We carried out 59 engagements with our top emitters over the reporting period, and also undertook engagement on material nature-related risks and
opportunities with 22 companies.
For further information on engagement activity, see the ‘Active ownership’ section on pages 23 to 31 of our Sustainability and Stewardship Report.
7.
Describe the organisation’s
processes for managing
climate- and nature-related risks.
Supplemental Guidance:
Describe how material climate
and nature-related risks are
managed for each product
orinvestment strategy.
In disclosure 4 of the Strategy-related section, we explain the steps the organisation has taken to address climate and nature-related risks and opportunities within
the investments we manage on behalf of our clients.
In addition, our independent investment risk function specifically monitors exposure to high emitters in the monthly Investment Risk Committee meetings. For the
companies we identify, this will trigger both conversations with the investment team and focus on how we are engaging with those emitters. This facilitates a forum
for debate and challenge on how we are managing the climate risks in each portfolio.
Refer to the Principal Risks section of this report on pages 28 to 33 for further information on how sustainability-related risks are assessed and linked to our strategicpriorities.
7a.
Describe the organisation’s
human rights policies and
engagement activities, and
howaffected stakeholders are
engaged by the organisation in
its assessment of, and response
to, nature- related dependencies,
impacts, risks and opportunities.
Doing the right thing for our global and local communities is our collective and individual responsibility. We have zero tolerance for unlawful or unethical conduct.
Ninety One recognises ten principles of the United Nations Global Compact which relate to human rights, labour, environment and anti-corruption and we support
the international agenda to abolish human trafficking, slavery, forced and child labour. Part of this pledge entails maintaining high standards of behaviour and doing
the right thing in addition to complying with relevant regulation and policy.
Given our investments are generally through investment in companies, we focus on ensuring that our companies have appropriate policies in relation to human
rights and engagement with affected stakeholders, rather than direct engagement with stakeholders.
We believe that both climate and nature transitions should be fair and inclusive, which involves considering the impacts on workers, communities and supply chains,
where relevant and with appropriate consultation.
In our direct project investments in emerging markets, we comply with IFC performance standards.
Key: Current status
Good progress Work in progress
Ninety One Integrated Annual Report 202644
Governance Financial Statements Additional InformationStrategic Report
TCFD and TNFD Report
TCFD/TNFD recommendation
Current
status
Ninety One’s approach
Risk management: Disclose how the organisation identifies, assesses and manages climate and nature-related risks as part of its overall management of sustainability-related risks
continued
8.
Describe how processes for
identifying, assessing and
managing climate- and nature-
related risks are integrated into
the organisation’s overall risk
management.
In addition to the firm’s approach to risk management described above, at a firm level, we monitor the percentage of high emitters that we are actively engaging
with on their transition plans. Going forward we will also monitor the number of high-impact companies engaged in relation to nature impacts.
For further information on the proportion of financed emissions covered by engagements, refer to the ‘Our net-zero transition plan and progress’ on page 6
ofourSustainability and Stewardship Report.
We rely on a combination of issuer disclosures, proprietary research, internal tools and third-party datasets to identify, assess and manage climate- and nature-
related risks. We recognise that sustainability data may be incomplete, inconsistent or modelled, particularly in relation to Scope 3 emissions and nature-related
metrics. We therefore apply a high standard of diligence in the selection and use of such data, including vendor due diligence, assessment of methodology and
coverage, periodic review of data quality, internal challenge by investment, sustainability and risk teams, and escalation where data limitations could materially
affect analysis, investment decisions or disclosures.
Metrics and targets: Disclose the metrics and targets used to assess and manage relevant climate, nature and other sustainability-related risks and opportunities, where such
information is material
9.
Disclose the metrics used by the
organisation to assess climate-
and nature-related risks and
opportunities in line with its
strategy and risk management
process.
We use a range of metrics and targets to assess and manage material sustainability-related risks and opportunities, with the principal emphasis in this report on
climate- and nature-related exposures.
The Ninety One Board monitors and reviews key performance indicators (“KPIs”) on an ongoing basis. These KPIs provide insight into the Group’s strategic,
financialand operational performance, and include measures relating to sustainability, as outlined below:
ɼ Climate and nature: see pages 48 to 53
ɼ People: page 24
ɼ Active ownership (engagement and proxy voting): see pages 23 to 31 of our Sustainability and Stewardship Report.
Investments we manage for our clients
We use the following main categories of metrics to assess and manage climate- and nature-related risks and opportunities.
ɼ Investment portfolios’ carbon footprint: we use our in-house database to measure Scope 1, 2 and (where possible) Scope 3 emissions for each security,
thecarbon intensity of each security, and attributable carbon emissions.
ɼ In addition, we assess how financed emissions are aligning to the Paris Agreement. For example, considering whether the company has set science-based
targets, set other forms of targets, or committed to net zero. Ninety One has committed to 50% of financed emissions to have science-based transition
pathways by 2030.
ɼ We are disclosing metrics on exposure to sectors considered to have material nature-related dependencies and impacts, and exposure to companies with
assets and/or activities in sensitive locations for the first time this year.
ɼ For sovereign exposure, we have included additional metrics from two proprietary tools. Firstly our Net Zero Sovereign Index and secondly, our Sovereign
Biodiversity Index. These initiatives improve the coverage of emerging markets and can also support engagements.
Key: Current status
Good progress Work in progress
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TCFD/TNFD recommendation
Current
status
Ninety One’s approach
Metrics and targets: Disclose the metrics and targets used to assess and manage relevant climate, nature and other sustainability-related risks and opportunities, where such
information is material continued
9.
Disclose the metrics used by the
organisation to assess climate-
and nature-related risks and
opportunities in line with its
strategy and risk management
process continued
Our own operations
ɼ Operational carbon footprint: we report our Scope 1, 2 and 3 greenhouse gas emissions, where possible. We also report a carbon-intensity factor.
See the metrics and targets section that follows on pages 48 to 53.
9a.
Supplemental Guidance:
Describe metrics used to
assessclimate-related risks and
opportunities in each product
orinvestment strategy.
Where relevant, describe how
these metrics have changed
overtime.
Where appropriate, provide
metrics considered in investment
decisions and monitoring.
Describe the extent to which
their AUM and products and
investment strategies, where
relevant, are aligned with a well
below 2°C scenario (including
which asset classes are covered).
Investment teams have access to portfolio metrics aligned with the Partnership for Carbon Accounting Financials (“PCAF”) methodology in our internal systems.
This includes financed emissions, weighted average carbon intensity (“WACI”) and carbon footprint measures.
We use the same methodology to assess aggregate exposure across all investments. In addition to these metrics, we also make available alignment measures, such
as those from the SBTi, to complement research done by investment teams.
To enhance transparency, quarterly reports are generated for a broad cross-section of our products providing portfolio-level emissions intensity and carbon
footprints compared to their benchmarks. These reports include the top five positions contributing to emissions intensity at a product level and where applicable,
any related engagements.
Within our credit platform, we have developed a proprietary tool that enables the decomposition of WACI at a firm level, and changes driven by investment
decisions that vary the portfolio’s composition. By accounting for portfolio changes, the investment team can dissect further sources of information on how
exposure to climate risk is evolving. This tool is now available to broader investment teams.
Across the firm, securities with the highest contribution to emissions are subject to an intensive TPA supported by the sustainability team. These assessments
include metrics evaluating the transition plan’s level of ambition, credibility and the practicalities of their implementation. Further assessments, though less
intensive, are carried out for holdings with a material contribution to emissions. This in turn supports strategy-level efforts to aid investment decisions.
For more information on our TPA and how our investment teams are assessing climate and nature transition, see the ‘Implementing our transition plan’
and‘Addressing nature and biodiversity risks’ sections on pages 15 and 16, and 14 of our Sustainability and Stewardship Report.
Investment teams can now also access climate scenario analysis applying transition and physical risks to their portfolios over different time horizons, and for
arange of temperature outcomes. In the following section, we provide an overview of the scenario analysis applied over a 5-year and 10-year period to an
aggregated corporate portfolio covering 86.4% of the corporate investments we manage. The output provides an estimate of the cumulative climate impact
ontotal returns compared to a baseline scenario where there are no future physical or transition risks considered.
See the scenario analysis on page 51 of this report.
Key: Current status Good progress Work in progress
Ninety One Integrated Annual Report 202646
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TCFD/TNFD recommendation
Current
status
Ninety One’s approach
Metrics and targets: Disclose the metrics and targets used to assess and manage relevant climate, nature and other sustainability-related risks and opportunities, where such
information is material continued
10.
Disclose Scope 1, Scope 2, and, if
appropriate, Scope 3 greenhouse
gas (“GHG”) emissions, and the
related risks. Asset managers
should provide the WACI, where
data is available or can be
reasonably estimated, for each
product or investment strategy.
Disclose the metrics used by the
organisation to assess and
manage dependencies and
impacts on nature.
Scope 1, 2 and measurable Scope 3 categories are reported for our own operations. Scope 3 category 15, which covers emissions for the assets we manage on
behalf of our clients are reported for corporate investments following the PCAF methodology and for sovereign investments following the European Securities
andMarket Authority recommendations.
In this report we are disclosing metrics on exposure to sectors considered to have material nature-related dependencies and impacts, and exposure to companies
with assets and/or activities in sensitive locations. While we welcome the TNFD efforts to define appropriate metrics for financial institutions we remain very
cautious regarding the efficacy of the metrics for understanding actual nature-related risks and impacts, given the broad top-down nature of these metrics,
whichare unlikely to capture the actual risks and impacts of individual investments. This is why we primarily rely on strategy specific assessments of actual risks
andopportunities to understand and manage risks at an asset level, which are not easily aggregated to a firm-wide level.
Metrics for our own operations and the investments we manage are provided on pages 48 to 53 of this report.
11.
Describe the targets used by the
organisation to manage climate-
and nature-related risks and
opportunities and performance
against targets.
Investments we manage for our clients
Ninety One has set a target of 50% of financed corporate emissions to have science-based transition pathways by 2030. Our approach includes prioritising
engagement with the heaviest-emitting holdings, assessing transition plans using the framework we have developed, aiming for active engagement with 50%
ofemissions, and to grow allocations to climate solutions and transition investments.
We have not set targets for our nature-related risks and impacts given the nascency of target-setting approaches and the diverse range of indicators that may
berelevant. We will continue to consider how to reflect our nature-related assessments and engagements within our targets, as appropriate, going forward.
For our operations
Ninety One has set a target to reduce absolute Scope 1 and 2 emissions by 46% by 2030, using 2019 as our base year. Our approach includes reducing overall
energy consumption, seeking credible renewable energy sources with a specific focus on energy-efficiency across our offices.
See the ‘Our net-zero transition plan and progress’ section on pages 6 and 7 of our Sustainability and Stewardship Report.
TCFD and TNFD Report
Key: Current status Good progress Work in progress
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Metrics and targets
This section describes climate-related metrics for our own operations and the investments we manage on behalf of our clients. Our target is to reduce absolute emissions from our operations by
46% by 2030.
Climate metrics for our own operations
1
FY 2026 FY 2025 2019
Location based Market based Location based Market based
(global
baseline)UK Global UK Global UK Global UK Global
Scope 1 (fuel) 5 8 5 8 42 47 42 47 227
Scope 2 (electricity) 190 1,815 0 1,624 246 1,435 7 1,196 3,546
Total Scope 1 and 2 195 1,823 5 1,632 288 1,482 49 1,243 3,773
Business travel (category 6) 2,322 4,674 2,322 4,674 3,453 7,011 3,453 7,011 7,957
Waste generated in operations (category 5) 1 4 1 4 1 12 1 12 53
Scope 3 2,323 4,678 2,323 4,678 3,454 7,023 3,454 7,023 8,010
Total CO
2
e emissions 2,518 6,501 2,328 6,310 3,742 8,505 3,503 8,266 11,783
Energy consumption (kWh)
2
3,138,387 2,671,727
Scope 1 and 2 / employee 1.4 1.2 1.2 1.0
As at 31 March 2026, we achieved a 52% reduction in our Scope 1 and Scope 2 carbon emissions compared to our 2019 baseline. Emissions have increased from FY 2025, which was particularly
lowduring our occupancy of an interim location in Cape Town. We returned to our refurbished offices in January 2026 and as expected, emissions have increased year-on-year. They are, however,
anticipated to remain below historical levels due to the sustainability enhancements incorporated into the refurbishments. The reduction in Scope 3 business travel CO₂e emissions is primarily driven
by changes in the underlying emissions factors used in our calculations.
To read more about the initiatives we have in place to manage and drive down emissions for our own operations, see the “Running our business responsibly and reducing energy consumption
inourproperties” on pages 42 to 44 of our Sustainability and Stewardship Report.
1. This table shows our total operational GHG emissions and energy data, and is in line with the Streamlined Energy and Reporting requirements. Global includes UK emissions. Numbers may not total exactly due to rounding. Base year in 2019 is calculated for the
calendar year. FY 2026 and FY 2025 are aligned with Ninety One’s financial year from 1 April to 31 March.
2. Energy consumption in kWh for Scope 2.
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Climate metrics for investment portfolio
Assessing our AUM, we disclose the proposed TCFD and
TNFD metrics for aggregated holdings. The adjacent chart
provides an overview of AUM by asset type. We apply the
relevant emissions disclosure methodologies to corporate
exposure and sovereign exposure.
We first provide estimates for the recommended TCFD and
TNFD metrics covering corporate AUM. This is followed
separately by metrics for sovereign holdings. We treat this
analysis as indicative given the significant level of modelling
required to calculate the figures.
Emissions estimates align with the PCAF Standard for
financed emissions and represent Scope 3 category 15
emissions. The following tables provide emissions calculation
estimates for 2024, 2025 and 2026.
As in previous years, and given continuous improvement in
carbon data and disclosures, we prefer an approach that
implements our most up-to-date methodology and the most
up to date data from SBTi.
This means that the numbers reported may not be directly
comparable to those reported in previous years. While these
metrics follow the recommendations of the TCFD, we include
comments to clarify how changes in company revenues or
market valuations can influence what is presented in these
figures. We refer to this data as estimates given the frequent
updates corporates are making to their own methods of
disclosing emissions and the need to use sector-based
estimates where companies are not making disclosures.
Corporate investment
2
Scope 1 & 2 2026
% change
from2025 2025
% change
from2024 2024
Total Carbon Emissions (tCO
2
e) 12,603,677 26% 10,002,814 5% 9,510,235
Carbon Footprint (tCO
2
e/mUSD invested) 67 -27% 91 -2% 93
Weighted average carbon intensity (tCO
2
e/mUSD revenue) 132 -32% 193 3% 187
Scope 3 2026
% change
from2025 2025
% change
from2024 2024
Total Carbon Emissions (tCO
2
e) 57,571,439 46% 39,315,487 -5% 41 , 277,621
Carbon Footprint (tCO
2
e/mUSD invested) 304 -15% 358 -11% 402
Weighted average carbon intensity (tCO
2
e/mUSD revenue) 671 -9% 734 -8% 800
Absolute financed emissions increased year-on-year across both the Ninety One and Ninety One UK entity portfolios. Total
in-scope assets under management grew materially as a result of the onboarding on Sanlam related assets, which mechanically
increases absolute financed emissions even where the underlying carbon intensity of the portfolio is declining. The increase was
further driven by higher exposure to carbon-intensive South African resources and energy companies. Sasol, one of the world’s
most carbon-intensive companies due to its coal-to-liquids operations, was the single largest corporate contributor to portfolio
emissions growing substantially from the previous year. Glencore, Exxaro Resources, Thungela Resources, and Valterra Platinum
also represented significant new or increased positions, collectively adding substantial Scope 1+2 and Scope 3 emissions given
their mining and fossil fuel value chains.
1. Other instruments include cash, collateral management instruments, and money market instruments. Derivative instruments are excluded from the calculation.
2. This table aggregates both reported and estimated data.
14.6%
Sovereigns
75.8%
Corporate
9.6%
Other instruments
including cash
1
Ninety One’s AUM by asset type
Indicative as at 31 March FY 2026.
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Partially offsetting these increases, exposure to several South African industrials was reduced,
including South32, Sappi, and Mondi. The sharp rise in reported Scope 3 figures reflects both
the increased resources exposure and updated estimation methodologies/coverage from
third-party data providers between the two reporting periods.
Despite these absolute increases, the normalised Corporate Scope 1+2 carbon footprint
declined meaningfully in both portfolios indicating that broader portfolio reallocation towards
lower-intensity sectors particularly technology, financials, and healthcare more than offset the
emissions impact of the resources positions on an intensity basis.
Financed emissions are measured and disclosed in accordance with the Partnership for
Carbon Accounting Financials (PCAF) Global GHG Accounting and Reporting Standard,
ThirdEdition (December 2025), and support the firm’s climate-related financial disclosures
under the TCFD Metrics and Targets recommendations and IFRS S2 requirements.
Exposure to carbon-related sectors and assets
% of AUM
31Mar 2026
% of AUM
31Mar 2025
% of AUM
31Mar 2024
Exposure to carbon-related non-financial sectors
(%ofcorporate AUM)
1
16.2% 16.0% 15.8%
Exposure to carbon-related assets (% of corporate AUM)
2
8.2% 10.5% 11.0%
The following table shows direct exposure to carbon assets. In this table we use two metrics
and sector definitions recommended by the TNFD, utilising the most appropriate available
dataset provided by our third party vendor.
Exposure to sectors and locations involving nature related dependencies and impacts
% of AUM
31Mar 2026
% of AUM
31Mar 2025
Exposure to sectors considered to have material nature-related
dependencies and impacts (% of corporate AUM)
3
23.9% 19.2%
Exposure to companies with activities in sensitive locations. (% of corporate
AUM)
4
34.4% 13.05
Reaching our targets
Ninety One has set a target of 50% of financed emissions across all corporate holdings to be
invested in companies with science-based targets. As at 31 March 2026, 35.9% of corporate
assets have set, or are committed to science-based targets. Some of these companies are
within those sectors with lower emissions, such that financed emissions with science-based
targets (approved or committed) stands at 14.7%. To prepare this analysis, each corporate
investment is assessed and those with validated science-based targets or commitments are
expressed as both a percentage of corporate AUM and a percentage of the emissions they
represent.
14.7% 50%
35.9%
100%
Financed
emissions with
science-based
targets
AUM with
science-based
targets
Generally, the largest emitters have the most work to do to get on track for net zero by 2050.
Consistent with our focus on reducing real-world emissions, we are prioritising working with the
biggest emitters to encourage them to set credible targets. This work is evidenced by our
engagements where we have now engaged with companies responsible for 50% of our
financed emissions.
For more information on the progress of our net-zero transition plans and targets, see our
Sustainability and Stewardship Report.
1. Suggested definition based on the TCFD Supplemental Guidance for Asset Managers: those assets tied to the four non-financial groups identified by the Task Force.
2. Companies that have little exposure in opportunities to gain from the transition for a less carbon insensitive economy based on MSCI environmental opportunities score.
3. Suggested definition of sectors based on the TNFD Supplemental Guidance for Asset Managers.
4. Based MSCI research identifying companies with high or medium exposure to fragile ecosystems.
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Climate scenario analysis for corporate investments
In this section, we examine the return impact on our aggregated corporate holdings across
three scenarios and over two time periods. The three scenarios are those set out by the
Network for Greening the Finance System (“NGFS”), an organisation which convenes the
world’s central banks. This analysis covers 86.4% of the corporate assets we manage across
equities and fixed income. The three scenarios are:
ɽ Net zero 2050 – emissions are reduced in an orderly way with innovation and strict climate
policies to meet climate goals.
ɽ A disorderly transition – after minimal progress by 2030, a sudden and at times
unanticipated response is disruptive but sufficient to meet climate goals.
ɽ Hothouse world – the world continues to increase emissions on our current pathway over
the long term, doing very little to avert physical risks.
The analysis is applied over 5-year and 10-year time frames. The columns in the following table
reflect each scenario.
The impact on returns is then broken down into three components:
ɽ The impact of transition risk in each scenario showing how climate-related policies,
regulations and technological advancements might impact the return picture for the portfolio;
ɽ the impact from acute physical climate-related events, such as floods, heat waves or
prolonged droughts; and
ɽ the impact from chronic physical climate-related events, such as changes in migration
patterns or the long-term agricultural output of regions.
Estimated impact on value of assets (%)
1
Net zero
2050
A disorderly
transition
Hothouse
world
5 years
Transition risk 0.3 -0.4 -0.2
Physical risk – acute -0.1 -0.7 -0.2
Physical risk – chronic 0.2 -0.3 -0.4
Total impact on returns 0.4 -1.4 -0.8
10 years
Transition risk 0.2 -0.3 -0.1
Physical risk – acute -0.3 -1.0 -3.3
Physical risk – chronic 0.4 -0.1 -8.6
Total impact on returns 0.3 -1.3 -11.9
While we are careful not to draw comprehensive conclusions from these climate scenarios,
theoutput over both 5- and 10-year periods suggests a positive exposure to transition risk,
orashift to a lower-carbon economy. Chronic physical risk via long-term shifts in climate
patterns has the greatest potential to negatively impact the value of corporate assets.
Sovereign Climate Risk Index (“SCRI”)
The SCRI is an evolution of the CNSI developed by WWF and Ninety One, and is a tool to help
highlight the key climate risks in the countries we invest in. Importantly it includes forward-
looking indicators, and novel datasets to help in the assessment of climate risks at the country
level. This provides a comprehensive assessment of the climate risks across all the emerging
markets we invest in. While it is important to understand the risks for each country, and across
the universe as a starting point, it requires further synthesising within the context of our
knowledge of policy developments. For instance, the index can tell us which countries are
mostat risk from climate change, but this needs to be weighed against the policy actions
beingundertaken to mitigate these risks, as identified through our qualitative analysis.
The index includes 22 different indicators and is divided into 5 sub-indices, which span physical
climate risks (atmospheric and water), socioeconomic vulnerability, adaptive capacity and
economic resilience, and energy transition readiness, and it also makes explicit the economic
and financial linkages.
Category Pillar Weight
Physical Climate Risk – Atmospheric 20%
Physical Climate Risk – Water 20%
Socioeconomic Vulnerability 15%
Adaptive Capacity & Economic Resilience 15%
Energy Transition Readiness 30%
The charts below show where the allocation of the portfolio and benchmark across different
scoring categories (quartiles), considering first the overall index and then focusing on the
transition risk and physical risk sub-indices. The transition risk and physical risk sub-indices
lookat a country’s relative vulnerability of a global transition to a lower carbon world and the
atmospheric, water and agricultural impact on a country and its output of climate change
respectively.
TCFD and TNFD Report
1. Based on estimates using a third-party climate scenario provider.
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Country-level contribution to weighted average carbon intensity
EDGAR
Country-level
emissions
Portfolio
exposure
Benchmark
exposure
1
Contribution to carbon intensity
Portfolio Benchmark
1
Difference
South Africa 510 34.0% 34.0% 173.4 173.4 0.0
United States 180 9.2% 0.0% 16.5 – 16.5
Mexico 170 3.8% 5.5% 6.5 9.3 (2.8)
Indonesia 200 1.6% 5.0% 3.2 10.1 (6.9)
Peru 130 2.2% 1.6% 2.9 2.1 0.8
Malaysia 240 3.0% 4.5% 7.3 10.7 (3.4)
Namibia 120 2.1% 0.0% 2.6 – 2.6
Romania 90 1.0% 2.2% 0.9 2.0 (1.1)
Thailand 180 1.4% 3.0% 2.5 5.4 (2.8)
Czech Republic 150 0.4% 1.7% 0.7 2.5 (1.9)
Other Sovereign
exposure 41.2% 42.5% 61.9 91.3 (29.4)
Total sovereign
carbon intensity
(tCO
2
e/mUSD GDP) 100.0% 100.0% 278.4 306.8 (28.5)
Numbers may not add due to rounding.
South Africa is the largest contributor given its reliance on coal for energy, meaning its carbon
intensity is one of the highest globally. In October 2021, the South African cabinet announced
the adoption of a Nationally Determined Contribution (“NDC”) that would align South Africa to
a‘high road’ of 1.5 degrees and a ‘low road’ of 1.8 degrees, depending on the funding available.
We intend to perform a pivotal role supporting South Africa’s transition.
It is more insightful to consider forward-looking metrics for our sovereign exposure.
Sovereign Climate Risk Index
First
quartile
Fourth
quartile
Second
quartile
Third
quartile
10%0% 60%20% 30% 40% 50%
Sum of Ninety One exposure re-weighted Sum of EM Benchmark (SA, GBI-EM, EMBI)
1
Sum of 50/50 weight (Source: Jasmine – Code FT101865) “Global benchmark”
2
Ninety One’s emerging market income team uses this output as a key input when assessing
progress in tackling emissions, assigning countries a qualitative trend score for climate action
inits ESG framework.
The index also aims to support our engagements with governments, where looking through to
the component parts of the index identifies specific areas on climate action where a country
needs to act.
The following chart compares our aggregate sovereign exposure’s alignment with Ninety One’s
Sovereign Biodiversity Index.
Sovereign Biodiversity Index
First
quartile
Fourth
quartile
Second
quartile
Third
quartile
10%0 60%20% 30% 40% 50%
Sum of Ninety One exposure re-weighted Sum of EM Benchmark (SA, GBI-EM, EMBI)
1
Sum of 50/50 weight (Source: Jasmine – Code FT101865) “Global benchmark”
2
1. Benchmark calculated as 34.0% South Africa representing domestic strategies, then the remainder split evenly between
JPMorgan GBI-EM Global Diversified and JP Morgan EMBI.
2. Global Benchmark: JP Morgan GBI-EM Global Diversified and JP Morgan EMBI.
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UK entity disclosures
1
Aggregated Scope 1 and 2 emissions – Ninety One investments
TCFD recommended metrics 2026
% change
from2025 2025
% change
from2024 2024
Total carbon emissions (tCO
2
e) 4,453,000 63% 2,727,202 (1) 2,763,414
Carbon footprint
(tCO
2
e/mUSD invested) 82 -8% 90 42 63
Weighted average
carbonintensity
(tCO
2
e/mUSD revenue) 126 -32% 186 19 156
Aggregated Scope 3 emissions – Ninety One investments
TCFD recommended metrics 2026
% change
from2025 2025
% change
from2024 2024
Total carbon emissions (tCO
2
e) 14,736,419 33% 11,113,772 (23) 14,413,417
Carbon footprint
(tCO
2
e/mUSD invested) 272 -25% 365 11 330
Weighted average
carbonintensity
(tCO
2
e/mUSD revenue) 575 -23% 745 5 706
1. This table aggregates both reported and estimated data. UK entities include the AUM of Ninety One Fund Managers UK Limited and investments managed by Ninety One UK Limited.
TCFD and TNFD Report
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Non-Financial and Sustainability Information Statement
In accordance with sections 414CA and 414CB of the Companies Act 2006
The information below is intended to help stakeholders better understand how we address key non-financial matters and guide them to where the relevant non-financial information can be viewed.
Reporting requirements Supporting information Where to find it
Business model Strategic Report Page 6
Principal risks and risk management Risk Management Pages 26 to 33
Climate and environment TCFD Disclosures Pages 37 to 53
Sustainability Report Pages 35 and 36
Sustainability and Stewardship Report www.ninetyone.com
Employees Our People Page 24
Social matters Do the right thing (Global Code of Ethics) Page 24
Acting Responsibly as a Corporate Citizen Page 25
Human rights The Modern Slavery Act Statement Page 25 and www.ninetyone.com
Anti-bribery and anti-corruption Financial Crime Compliance Policy Page 25
Third Party Benefits Policy Page 25
Group Tax Strategy Page 63 and www.ninetyone.com
Non-Financial KPIs Tracking our Strategic Progress Pages 18 and 19
The Strategic Report was approved by the Board on 2 June 2026 and signed on its behalf by:
Hendrik du Toit Kim McFarland
Chief Executive Officer Finance Director
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Governance
56 Chairman’s Overview
59 Board of Directors
65 DLC Nominations and Directors’
AffairsCommittee Report
67 DLC Audit and Risk Committee Report
72 DLC Sustainability, Social and EthicsCommittee
Report
75 DLC Human Capital and Remuneration
Committee Report
78 Directors’ Remuneration Policy
86 Annual Report on Remuneration
103 Other Disclosures
Investing for a world of change
Blackbuck antelope are found naturally only in India, Nepal, and
Pakistan. They are considered sacred by the Bishnoi people of
Rajasthan, who have protected them for centuries – one of the
earliest examples of animal conservation. But hunting, habitat
lossand agricultural encroachment exacted a heavy toll. Blackbuck
numbers collapsed from several million to a low of fewer than 8,000
in the middle of the 20th century. That figure has risen to some
50,000 today.
Ninety One Integrated Annual Report 202655 Strategic Report Governance Financial Statements Additional Information
Corporate Governance Report
Chairman’s Overview
In a year of transition and external disruption,
the Board’s focus was on outcomes: ensuring
that governance translated into resilient
performance, deepened client relationships
and sustainable long-term value.
Dear stakeholder,
On behalf of the Board of Ninety One plc and Ninety One
Limited, I am pleased to present our Corporate Governance
Report for the financial year 2026. This year marks the
Group’s 35th anniversary, a milestone that reflects a long-
standing commitment to investment excellence, responsible
stewardship and the disciplined pursuit of long-term value.
Against a backdrop of continued economic uncertainty,
geopolitical change and accelerating technological
development, the Board has remained focused on ensuring
that governance structures and processes remain robust,
purposeful and aligned with the Group’s strategic direction.
This report describes the Board’s activities during the year,
the governance framework within which the Board and its
committees operated, and how the principles and provisions
of the UK Code and King IV™ have been applied. I am pleased
to confirm that the Group complied with all provisions of the
UK Code and applied all the principles of King IV™ throughout
thefinancial year 2026.
Board activities and strategy
The Board’s primary role in relation to strategy is to provide
direction and to test, challenge and approve management’s
strategic proposals. At the annual strategic offsite, the Board
reviewed and refined management’s strategic plan, with
particular focus on execution risk, capital allocation and the
Group’s competitive positioning across its principal markets.
The Board examined resilience under a range of scenarios,
supporting a clear alignment between strategy, risk appetite
and long-term performance objectives.
The Board maintained close oversight of the delivery of the
Sanlam partnership through the year. Further detail is in the
Strategic Report on page 8. In addition, the Board reviewed
and oversaw the progression of Ninety One’s joint venture
with a Singapore-based alternative investment firm.
In line with the evolving expectations of the UK Code,
theBoard gave increased focus during the year to the
effectiveness of the Group’s internal control environment,
supported by improvements in assurance frameworks and
management reporting. Further details are set out in the DLC
Audit and Risk Committee Report on pages 67 to 71.
Details of work to assess, monitor and embed Ninety One’s
culture and our approach to investing in and rewarding our
people can be found on page 24.
Governance, composition and succession
Maintaining an effective and appropriately constituted Board
remains a continuing priority. We were pleased to welcome
Charles Harman as an Independent Non-Executive Director
with effect from 24 July 2025. Charles brings substantial
financial markets and advisory experience and the Board
hasbenefited from his contribution since his appointment.
The DLC Nominations and Directors’ Affairs Committee
hascontinued to develop the Board’s succession planning
framework, with a focus on the pipeline for future Non-
Executive Director appointments and the alignment between
board composition and the Group’s evolving strategic
requirements. Further details are set out in the DLC
Nominations and Directors’ Affairs Committee Report
onpages 65 and 66.
The Board continues to meet prescribed diversity targets
anddetails of Ninety One’s diversity philosophy, as well
asgender and ethnicity data at both Board and executive
management level, can be found on page 24.
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Corporate Governance Report | Chairman’s Overview
Board evaluation
In accordance with the UK Code and King IV™, the Board
undertakes an annual evaluation of its own performance, of its
committees and of individual directors. For the financial year
2026, I led the internal evaluation through structured interviews
with each director. Further details of the process andoutcomes,
including the cross-reference table on the application of the
UK Code and King IV™ principles and provisions, are set out
on page 58.
All directors will offer themselves for re-election at the
forthcoming AGM in line with the UK Code and the Group’s
Articles of Association and Memorandum of Incorporation
(together the “Articles”). The Board is satisfied that its
performance remains effective and that the re-election
ofeach director is supported by the evaluation findings.
TheBoard’s explanations as to why each director should
bere-elected are set out in the notice of AGM. Biographical
details of all directors are on pages 59 and 60.
Shareholder and stakeholder engagement
Effective governance requires active engagement with
shareholders and other stakeholders. During the year I
metanumber of the Group’s significant shareholders, with
conversations reflecting continued interest in the Group’s
strategic direction, capital allocation discipline and the
Sanlam partnership. The Board values this dialogue and
regards it as an important input to its oversight of strategy
andperformance.
The outcomes of the Board’s wider stakeholder engagement
including with clients, employees and regulators are described
in the relevant sections of this report. The DLC Sustainability
Social and Ethics Committee Report, on pages 72 to 74
addresses the Group’s approach to sustainability, social and
ethical matters in detail.
Looking ahead
The Board’s priorities for the financial year 2027 are informed
by the outcomes of this year’s evaluation and reflect the
continuing evolution of the Group’s strategic and regulatory
environment. The Board will maintain close oversight of the
Sanlam partnership and the Group’s broader growth strategy,
continue to embed the enhancements to the assurance and
internal controls framework progressed during the year,
advance succession planning at both board and executive
level, and deepen engagement with the executive team and
with the boards of principal subsidiaries. The Board approaches
the year ahead with confidence in the Group’s strategic
direction and its capacity to deliver long-term value for
clients, shareholders and other stakeholders.
Gareth Penny
Chairman
Board evaluation
Process
In line with the provisions of the UK Code and King IV™, an
evaluation of the Board, its committees and individual Directors
isundertaken annually, with external evaluations conducted
periodically by an independent party. For the financial year 2026,
an internal evaluation was conducted by the Chairman.
Structured individual interviews were conducted with each
director, covering board leadership and effectiveness, strategic
oversight, risk governance, quality of information and reporting,
succession planning and emerging challenges facing the Group.
Outcomes
The evaluation confirmed that the Board and its committees continue
to operate effectively in discharging their responsibilities during the
financial year 2026. The feedback highlighted that the Board
demonstrated an appropriate balance between oversight and
support of management, with constructive challenge and high-
quality discussion evident across board and committee meetings.
Directors were considered to provide strong leadership and clear
strategic direction, with well-functioning committees andstrong
working relationships between executive and non-executive
directors. No shortfalls were identified. The Board has made positive
progress against the actions identified in the prior year evaluation,
including the further development of succession planning at board
level and improvements to strategic clarity and management
reporting.
Areas of continued focus
The evaluation identified the following key areas:
ɼ Succession planning: continued progression of succession
planning at both board and executive management level,
including the pipeline for future non-executive director
appointments.
ɼ Future skills: consideration of evolving skills requirements for
the Board, with particular focus on technology and artificial
intelligence, together with geographic diversity.
ɼ In-person engagement: improving opportunities for in-person
engagement between board members and between the Board
and the wider executive team.
ɼ Strategic execution: continued monitoring of the evolving
organisational structure and the delivery of key strategic
initiatives, including the Sanlam partnership.
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UK Code and King IV™ compliance
The Board confirms that the Group complied with all
provisions of the UK Code and applied all the principles of
King IV™ throughout the financial year 2026. Details of how
the principles and provisions of each framework have been
applied are set out throughout this Corporate Governance
Report and elsewhere in this Integrated Annual Report, as
shown in the accompanying table. The UK Code is published
by the Financial Reporting Council and is available at
www.frc.org.uk. King IV™ is issued by the Institute of
Directors in South Africa and is available at www.iodsa.co.za.
UK Corporate Governance Code 2024
1. Board leadership and company purpose
A. Effective board 56 to 64
B. Purpose, values and culture 15 to 25
C. Governance reporting and outcomes 56 to 64
D. Stakeholder engagement 20 to 25
E. Workforce policies and practices 24
2. Division of responsibilities
F. Role of the Chair 61
G. Independence 66
H. External commitments and conflicts 59 and 60, 66
I. Board resources 62
3. Composition, succession and evaluation
J. Appointment to the board 65 and 66, 84
K. Skills, experience and knowledge 59 and 60, 66
L. Annual board evaluation 57
4. Audit, risk and internal control
M. External and internal auditor 69 and 70
N. Fair, balanced and understandable 69
O. Internal controls and risk management 26 to 33, 67 to 71
5. Remuneration
P. Linking remuneration to purpose and strategy 75 to 102
Q. Remuneration policy review 78 to 85
R. Performance outcomes in financial year 2026 75 to 77, 86 to 102
King IV™ Report on Corporate Governance 2016
1. Leadership, ethics and corporate citizenship
A. Leadership 59 to 61
B. Organisational ethics 24
C. Responsible corporate citizenship 25
2. Strategy, performance and reporting
D. Strategy and performance 16 to 19
E. Reporting 3 to 158
3. Governing structures and delegation
F. Primary roles and responsibilities 61
G. Composition of the governing body 59 to 60
H. Committees of the governing body 61
I. Evaluation of the governing body 57
J. Appointment and delegation to management 61
4. Governance functional areas
K. Risk governance 26 to 33
L. Technology and information governance 32
M. Compliance governance 26 to 33, 67 to 71
N. Remuneration governance 75 to 102
O. Assurance 108 and 109, 111 to 120
5. Stakeholder relationships
P. Stakeholder relationships 20 to 25
Q. Institutional investors 35 and 36
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Committee key:
Committee Chair
DLC Audit and Risk
DLC Disclosure
DLC Human Capital and Remuneration
DLC Nominations and Directors’ Affairs
DLC Sustainability, Social and Ethics
Corporate Governance Report
Board of Directors
Skills and experience: Gareth has considerable experience of chairing
both public and private boards. He spent 22 years at De Beers and
Anglo American plc, the last five as group Chief Executive Officer of
theDe Beers Group. He was previously Chairman of Norilsk Nickel and
of the Edcon Group. Gareth also served as a Non-Executive Director
and Chairman of the Remuneration Committee of the Julius Baer Group
and on the Senior Advisory Board of TowerBrook Capital Partners L.P.
External appointments: Gareth is Chairman of EnQuest plc.
Kim McFarland
Finance Director
Appointed: October 2019
Hendrik du Toit
Founder and
Chief Executive Officer
Appointed: October 2019
Gareth Penny
Independent Non-Executive
Director and Chairman
Appointed: November 2019
Skills and experience: Hendrik entered the asset management industry
in 1988. He joined Investec Group in 1991 to establish Investec Asset
Management Limited, which rebranded to Ninety One in 2020. He also
served as Joint Chief Executive Officer of Investec Group from October
2018 until the demerger and listing of Ninety One in March 2020.
External appointments: Hendrik is a Non-Executive Director of Naspers
Limited and its European subsidiary, Prosus N.V. He is also a member of
the World Bank Private Sector Investment Lab.
Skills and experience: Kim joined Investec Asset Management Limited in
1993 as Chief Financial Officer and Chief Operating Officer. She served
as an Executive Director of Investec Group from October 2018 until the
demerger and listing of Ninety One in March 2020. Prior to joining
Investec, Kim was Finance and Operations Manager at two South African
life insurance companies. Kim is a Chartered Accountant having qualified
at PricewaterhouseCoopers.
External appointments: None.
Skills and experience: Idoya was a founding member, Chief Investment
Officer and Deputy General Director of Kutxabank Investment SV (the
investment arm of the Basque Savings Banks) from 1989 to 2013, and
Senior Partner at Fidentiis SGIIC S.A. from 2014 to 2020. From 2021
to2025, she served as a Director at the Bilbao Exchange BME group-SIX
Company. Idoyahas been a member of the Bizkaia Bar Association
since1984.
External appointments: Idoya is a Senior Advisor at Bestinver SA and
Director at the Mutualidad de la Abogacía Española, where she serves
onthe Executive Committee and Audit Committee.
Skills and experience: Busi has held a number of non-executive
directorships, including serving as an Independent Director of Adcock
Ingram Holdings Limited until its delisting in November 2025. She has
previously served as Chair of the board of the Industrial Development
Corporation where she remains a non-executive director.
External appointments: Busi is a Non-Executive Director of the
Industrial Development Corporation.
Idoya Basterrechea
Aranda
Independent Non-Executive Director
Appointed: November 2019
Busisiwe Mabuza
Senior Independent Director
Appointed: November 2019
Skills and experience: Victoria previously served as a Non-Executive
Director at Gloucester Insurance Limited and Perpetual Income & Growth
Investment Trust plc, as Senior Independent Director at HM Courts &
Tribunals Service and as Senior Advisor to Bowater Industries Limited.
Victoria is a qualified solicitor and spent 10 years in private practice
before joining Ernst & Young as its first UK General Counsel in 1991.
Shewas a Partner for 20 years, for the last five she served as a global
executive board member and global managing partner for risk.
External appointments: Victoria is Senior Independent Director at
IntegraFin Holdings plc, a Non-Executive Director and Chair of the Audit
Committee at Euroclear Bank SA/NV, Senior Independent Director and
Chair of the Audit and Risk Committee at the Confederation of British
Industry (CBI) and an Advisory Council Member at DTEK Group.
Victoria Cochrane
Independent Non-Executive Director
Appointed: November 2019
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Committee key:
Committee Chair
DLC Audit and Risk
DLC Disclosure
DLC Human Capital and Remuneration
DLC Nominations and Directors’ Affairs
DLC Sustainability, Social and Ethics
Skills and experience: Charles has over 30 years of experience in
commercial and financial roles across global markets. He served as
ViceChairman of J.P. Morgan Cazenove, where he advised clients
across financial services, mining, media and industrial sectors.
Hepreviously held roles at Credit Suisse First Boston and at BXR
Partners, where he was Chief Executive Officer of the emerging
markets investment group.
External appointments: Charles is the external Deputy Chair of
Council at the University of Oxford and a Director of Oxford University
Endowment Management Limited. He also holds a number of other
board positions in the cultural and not-for-profit and education sectors.
Charles Harman
Independent Non-Executive Director
Appointed: July 2025
Skills and experience: Khumo has served on the boards of a number of
listed and unlisted companies. He is a qualified Chartered Accountant
and worked for Arthur Andersen before joining Investec Bank Limited in
1998, where he spent nine years, first in corporate finance and later as
Head of Principal Investments. He subsequently served as Group Chief
Mergers and Acquisitions Officer for MTN Group Limited and as a
member of its Group Executive Committee. He then joined Delta Partners
in 2014, where he spent six years in various capacities. Between 2014
and2023, Khumo served as an Independent Non-Executive Director
forseveral Investec Group companies, including Investec Limited
andInvestec plc, and as Chairman of Investec Bank Limited from
2018to2023.
External appointments: Khumo is a Non-Executive Director of Vodacom
Group Limited and Bidvest Group Limited.
Skills and experience: Amina joined Ninety One in May 2018 and was
appointed Group Company Secretary in September 2023, having been
Deputy Company Secretary since July 2020. Amina is a qualified solicitor
with over 20 years’ experience in the public and private sectors, including
with the UN and EU in Kosovo. Amina is an Associate of the Chartered
Governance Institute and holds a current practising certificate.
Ninety One Africa Proprietary Limited is Company Secretary
ofNinetyOne Limited.
Ninety One Africa Proprietary Limited
Ninety One Limited Company Secretary
Appointed: February 2020
Khumo Shuenyane
Independent Non-Executive Director
Appointed: August 2021
Amina Rasool
Ninety One plc Company Secretary
Appointed: September 2023
Corporate Governance Report
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Division of responsibilities
Governance framework
Ninety One operates under a DLC structure with a governance framework derived from and aligned to the requirements of the UK Code and King IV™. The Boards of Ninety One plc and Ninety One Limited have identical
compositions and hold joint meetings. The DLC structure and unified committee framework ensure effective management as a single economic enterprise while considering the interests of shareholders in both entities.
Ninety One plc
Public company incorporated in the UK, with a primary listing on the LSE and a secondary listing on the JSE.
Ninety One Limited
Public company incorporated in South Africa and listed onthe JSE.
Chairman
ɼ Collaborates with the Chief Executive Officer
onpurpose, culture, strategy, andoperations;
ɼ leads and manages the Board, ensures effective
operation and information flows for the Board and
committees;
ɼ fosters engagement with shareholders and
keystakeholders;
ɼ champions high standards of corporate
governance; and
ɼ leads the Board’s annual evaluation and ensures
follow-up.
Chief Executive Officer
ɼ Sets the Group’s strategic direction andoversees
execution of the Board’s approved strategy,
including ESG;
ɼ drives the Group’s desired culture andvalues;
ɼ leads the senior executive team in day-to-day
operations, develops effectivemanagement
andworkforce;
ɼ ensures the Group has effective risk management
systems and internal controls;
ɼ leads stakeholder communication, working
withthe Chairman and relevant teams; and
ɼ keeps the Board informed on all critical matters
affecting the Group.
Finance Director
ɼ Responsible for all aspects of financial and capital
reporting and governance;
ɼ supports and advises the Chairman and the Chief
Executive Officer in the execution of strategy; and
ɼ ensures the Non-Executive Directors have regular
and timely access to executive management and
relevant documentation.
Senior Independent Director
ɼ Supports the Chairman in achieving Board
objectives and acts as a sounding board;
ɼ engages with major shareholders and responds
toshareholder questions at the AGM as required;
ɼ works with the Nominations and Directors’ Affairs
Committee to ensure an orderly succession
process for the Chairman;
ɼ maintains strong working relationships between
Executive and Non-Executive Directors;
ɼ assists in resolving significant issues and provides
stability in managing challenging situations;
ɼ leads the Chairman’s annual review and offers
feedback; and
ɼ chairs the DLC Nominations and Directors’ Affairs
Committee when considering the succession of
the Chairman of the Board.
Non-Executive Directors
ɼ Advise and challenge management; and
ɼ monitor management’s success in delivering
theagreed strategy within the risk appetite and
control framework set by the Board.
DLC Board of Directors
DLC Audit and Risk Committee
Oversees financial reporting, corporate
governance, internal controls and risk
management.
See page 67 for the committee report.
DLC Human Capital and
Remuneration Committee
Determines and develops policies for
remuneration of the Chairman, the
Executive Directors and senior executives.
See page 75 for the committee report.
DLC Nominations and Directors’
Affairs Committee
Oversees appointments and succession
planning for Board and senior executive
positions.
See page 65 for the committee report.
DLC Sustainability, Social and Ethics
Committee
Oversees sustainability, social and ethical
commitments, targets and performance.
See page 72 for the committee report.
DLC Disclosure Committee
Oversees the prompt disclosure of
insideinformation.
To assist with managing the Group’s business, the Chief Executive Officer has created a number of management committees. Further details are set out in the Strategic Report on page 27.
You can find the current Board Charter, including a schedule of reserved matters, and committee terms of reference on Ninety One’s website at www.ninetyone.com. These are reviewed annually.
Board Committees
Management Committees
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Meetings and attendance
Director Ninety One plc
Ninety One
Limited
DLC Audit and
Risk Committee
DLC Human
Capital and
Remuneration
Committee
DLC Nominations
and Directors’
Affairs Committee
DLC
Sustainability,
Social and Ethics
Committee
Gareth Penny 6/6 6/6 2/2 4/4
Hendrik du Toit 6/6 6/6 4/4
Kim McFarland 6/6 6/6
Colin Keogh* 1/1 1/1 1/1 2/2
Busisiwe Mabuza 6/6 6/6 5/5 2/2 1/1
Idoya Basterrechea Aranda 6/6 6/6 5/5 2/2
Victoria Cochrane 5/6 5/6 4/4
Charles Harman** 5/5 5/5 3/3 3/3
Khumo Shuenyane*** 6/6 6/6 4/4 3/3
Key: attended/eligible to attend
* Retired at AGM held 23 July 2025.
** Joined the Board, effective 24 July 2025.
*** Appointed DLC Sustainability Social and Ethics Committee chair, effective 24 July 2025.
The Board and its committees have access to sufficient resources to discharge their
responsibilities, including independent expert advice where required. Agendas are aligned to
the Board’s key priorities, with papers circulated in advance to allow directors adequate time
toconsider the matters to be discussed. Proceedings, decisions and actions are recorded
inminutes approved by the Board at its next meeting.
The company secretaries of Ninety One plc and Ninety One Limited (together the “Company
Secretary”) support the effective functioning of the Board and its committees. The Company
Secretary provides governance support to the Chairman, advises the Board on corporate
governance matters, applicable regulatory requirements and relevant legal obligations, and
oversees board processes including the design and delivery of the induction programme for
newNon-Executive Directors. The appointment and removal of the Company Secretary is a
matter reserved for the Board.
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Board activities
The following table sets out the key matters considered by the Board during the financial year 2026, the outcomes achieved and the stakeholder groups to whose interests the Board had regard in
reaching its decisions. Further details on stakeholder engagement are set out on pages 20 to 24:
Key activities Key outcomes Key stakeholders
Strategy and business
development
ɼ Performance
ɼ Strategic and corporate
development initiatives
ɼ Sustainability
ɼ Approved Group strategy to promote long-term sustainable success.
ɼ Approved and oversaw the implementation of the long-term active asset management relationship with Sanlam.
ɼ Discussed and reinforced corporate strategy, strategic priorities and market positioning.
ɼ Approved share buyback programmes and considered capital allocation priorities.
ɼ Discussed the Group’s sustainability agenda, including transition planning and related strategic implications.
ɼ Our clients
ɼ Our shareholders
ɼ Our people
ɼ Society and the
environment
Operational and financial
performance
ɼ Business updates
ɼ Operational performance
ɼ Budgeting and annual reporting
ɼ Dividend policy and capital
management
ɼ Tax reviews
ɼ Reviewed and challenged business performance against targets, budget and strategy.
ɼ Approved the annual financial plan.
ɼ Approved PwC’s audit plan for the year ended 31 March 2026.
ɼ Approved the Integrated Annual Report and interim financial statements.
ɼ Reviewed and confirmed the Dividend Policy and approved the final and interim dividends.
ɼ Reviewed and approved the Group Tax Strategy and Policy.
ɼ Our clients
ɼ Our shareholders
ɼ Our people
Governance and stakeholders
ɼ Board and committee effectiveness
ɼ Stakeholder engagement
ɼ Corporate policies
ɼ Culture and values
ɼ Approved the process for the Board’s annual effectiveness review.
ɼ Reviewed the outcome of the evaluation, approved the actions arising and confirmed the Board’s continued effectiveness.
ɼ Considered recommendations from each Board committee and reviewed and approved refreshed corporate policies.
ɼ Oversaw engagement with key stakeholders.
ɼ Considered how stakeholder perspectives, culture and values were reflected in Board decision-making.
ɼ Our clients
ɼ Our shareholders
ɼ Our people
ɼ Society and the
environment
Sustainability
ɼ Sustainability strategy
ɼ Sustainability and Stewardship
Report
ɼ Discussed the Group’s sustainability agenda, including transition planning and related strategic implications.
ɼ Reviewed and approved the Sustainability and Stewardship Report.
ɼ Our clients
ɼ Our shareholders
ɼ Our people
ɼ Society and
theenvironment
Corporate Governance Report
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Key activities Key outcomes Key stakeholders
People
ɼ Employee engagement and wellbeing
ɼ Diversity and inclusion
ɼ Workforce remuneration
ɼ Succession planning and
leadershipdevelopment
ɼ Culture and values
ɼ Assessed and monitored the Group’s culture.
ɼ Oversaw employee health and wellbeing.
ɼ Reviewed and approved the Board Diversity Policy and Group diversity principles.
ɼ Considered succession planning for the Board, executive leadership and the broader talent pipeline.
ɼ Our clients
ɼ Our shareholders
ɼ Our people
ɼ Society and
theenvironment
Risk management
ɼ Risk framework
ɼ Internal controls and assurance
ɼ Cyber and information security risks
ɼ Fraud and financial crime risks
ɼ Capital adequacy
ɼ Reviewed and challenged the Group’s risk appetite framework, Risk Appetite Policy and risk governance arrangements.
ɼ Assessed the effectiveness of risk management and internal controls.
ɼ Reviewed the adequacy of controls in respect of information and cyber security and IT risk management.
ɼ Reviewed the adequacy of controls in respect of anti-bribery, corruption and sanctions.
ɼ Approved the internal capital assessment framework and wind-down plan.
ɼ Considered the Internal Capital Adequacy and Risk Assessment (“ICARA”).
ɼ Our clients
ɼ Our shareholders
ɼ Our people
ɼ Society and
theenvironment
Regulatory and compliance
ɼ Listing rules, requirements
andMarket Abuse Regulation
ɼ Directors’ duties and responsibilities
ɼ Oversaw regulatory engagement and compliance with applicable regulatory requirements.
ɼ Reviewed and approved key compliance policies, including the Modern Slavery Policy and Statement and the Financial Crime Compliance Policy.
ɼ Reviewed directors’ duties and responsibilities, in particular those arising under section 172 of the Companies Act 2006.
ɼ Reviewed developments under the UK Code and King IV
TM
.
ɼ Our clients
ɼ Our shareholders
ɼ Our people
ɼ Society and
theenvironment
Corporate Governance Report
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DLC Nominations and Directors’ Affairs Committee Report
Our work during the year
focused on succession,
composition and effectiveness
across the Board and senior
leadership, with the aim of
maintaining continuity while
ensuring that Ninety One retains
the capabilities required to
support its strategic priorities
over the longer term.
Gareth Penny
Chair of the DLC Nominations
andDirectors’ Affairs Committee
Where to find out more
Membership and attendance
ɽ Details of the committee members
andtheir attendance can be found
onpage 62. The Executive Directors
andkey department heads attend
asneeded.
ɽ Information on the skills and
experience of all committee members
can be found on pages 59 and 60.
Responsibilities
ɽ The role and responsibilities of the
committee can be found on page 61.
ɽ The terms of reference of the
committee can be found at
www.ninetyone.com.
Effectiveness
ɽ Details of the committee’s annual
effectiveness review and the outcome
of the Board and Director evaluations
can be found on page 57.
Key activities in the financial year
May 2025 Jan 2026
Board composition and effectiveness
Board and committee composition, size and skills
Independence of Non-Executive Directors
Qualification of audit and risk committee members
Review of Director time commitments
Board evaluation follow-up
Succession and pipeline
Succession planning
Diversity review and diversity policy
Governance support
Company Secretary experience and qualifications
Non-Executive Director fees
The year in review
During the year, the committee focused on Board and senior leadership succession, Board
composition and committee leadership. Following Colin Keogh’s retirement, the committee
oversaw the appointment of Charles Harman as an Independent Non-Executive Director and
related changes to committee leadership, with Busisiwe Mabuza appointed Senior Independent
Director and Chair of the DLC Human Capital and Remuneration Committee, and Khumo
Shuenyane appointed Chair of the DLC Sustainability, Social and Ethics Committee. These
changes supported an orderly transition while preserving continuity in the leadership of the
Board’s committees.
The committee monitored progress against, and built upon, the findings of the interview-based
Board performance review, with particular regard to succession planning, Board composition
and the effectiveness of governance arrangements. The committee reviewed the depth and
readiness of the senior leadership pipeline, taking account of internal promotions and targeted
external appointments aligned to Ninety One’s strategic priorities. In parallel, the committee
kept under review the Board’s longer-term renewal, including forward succession planning for
the Independent Non-Executive Directors and the capabilities likely to be required over time.
The committee also reviewed the competence, qualifications, experience and effectiveness
ofthe Company Secretary.
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DLC Nominations and Directors’ Affairs Committee Report
Board composition and effectiveness
The committee reviewed Board composition during the year to ensure the Board and its
committees continue to bring the skills, experience and judgement required to support
NinetyOne’s strategic priorities. The Board’s skills matrix informed this review by identifying
boththe existing strengths of the Board and the capabilities required over the medium term.
Following Colin Keogh’s retirement at the 2025 AGM, Charles Harman joined the Board on 24 July
2025. His appointment followed a structured search and interview process, supported by Spencer
Stuart and conducted against the Board’s skills and succession requirements. Charles brings
tothe Board experience in capital markets, financial services and emerging markets, which
addresses a capability area identified in the skills matrix as relevant to supporting Ninety One’s
strategic priorities. On appointment, he became a member of the DLC Audit and Risk Committee
and the DLC Human Capital and Remuneration Committee. Spencer Stuart is a global executive
search firm with no other relationship to Ninety One or its Directors beyond this appointment.
On the basis of its review of the Board’s size, structure, composition, skills, knowledge,
experience, diversity and independence, the committee remained satisfied that the Board and
its committees were appropriately constituted to discharge their responsibilities effectively.
Time commitments and independence
The committee kept under review whether each Director continued to devote sufficient time
todischarge their Board and committee responsibilities. Having considered Directors’ external
commitments, attendance and contribution, the committee was satisfied that each Director
continued to commit sufficient time and attention to Ninety One. Non-Executive Directors
remain available for unscheduled meetings and activities as required.
The committee reviewed the Chair’s continuing independence of character and judgement, and
the independence of each Non-Executive Director, against the relevant criteria set out in both the
UK Code 2024 and King IV™. The tenure of each Non-Executive Director remained within the
recommended nine-year period. The committee accordingly concluded that the Chair and each
Non-Executive Director remained independent in character and judgement.
Board training and development
During the year, Non-Executive Directors continued to participate in regular training and
development sessions to deepen their understanding of Ninety One’s business, the
environment in which it operates and the principal challenges facing the Group. Sessions
during the year included a dedicated briefing on cyber security and cyber resilience, alongside
updates on key business areas, regulatory developments, legal matters and governance issues.
These sessions support Directors in providing constructive challenge and informed oversight of
strategy, risks and opportunities.
Succession and pipeline
Succession planning remained a central focus for the committee during the year. At Board level,
the committee kept under review an external candidate pipeline together with a skills matrix
aligned to Ninety One’s strategic priorities, to inform future succession planning and appointment
criteria. In doing so, the committee gave consideration to geographic diversity, experience
relevant to Ninety One’s existing and target markets, and the skills and experience likely to
berequired over time, including expertise relevant to technology and artificial intelligence.
Although the current tenure profile of the Independent Non-Executive Directors does not
require immediate change, the committee regards forward planning as essential to maintaining
continuity and retaining relevant expertise.
At senior management level, the committee reviewed the internal leadership pipeline and the
readiness of potential successors for critical roles across the business, with particular attention
to maintaining leadership depth and supporting orderly transition. Internal promotions and
targeted external appointments made during the year strengthened capability in a number of
strategic areas. The committee will continue to keep the depth and readiness of the executive
pipeline under active review.
Board diversity
The Board continues to recognise the value of diversity in supporting better decision-making
and effective governance. The committee kept the Board’s diversity profile under review during
the year and remained satisfied that it continued to reflect the range of skills, experience and
perspectives appropriate to Ninety One’s global business and consistent with the Board
Diversity Policy.
The Board maintained an equal gender split throughout the year and included two Independent
Non-Executive Directors of black African heritage. Women held senior Board and committee
roles, including the positions of Finance Director and Senior Independent Director, and the
chairmanship of the DLC Audit and Risk Committee and the DLC Human Capital and
Remuneration Committee. Taken together, the Board’s composition continued to reflect
anappropriate balance of competencies, diversity and independence.
Further details on Ninety One’s gender and ethnicity data at Board and executive management
level can be found on page 24.
Governance support
The committee reviewed the competence, qualifications, experience and effectiveness of
theCompany Secretary and was satisfied that the Company Secretary continued to provide
the Board and its committees with appropriate governance and procedural support.
Thecommittee also reviewed Non-Executive Director fees during the year.
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This has been a demanding year,
with a complex transaction,
evolving regulatory expectations
and a broad oversight agenda.
The committee has approached
each of these challenges with
appropriate rigour and we are
satisfied that Ninety One’s
internal controls, risk
management framework and
external audit arrangements
remain effective and sound.
Victoria Cochrane
Chair of the DLC Audit
andRiskCommittee
Where to find out more
Membership and attendance
ɽ Committee membership, the number
of meetings held and individual
attendance can be found on page 62.
Key executives, department heads and
the external auditor attendas needed.
The Chair and thecommittee also hold
private discussions, both
independently andwith management,
as required.
ɽ Information on the skills and
experience of all committee members
can be found on pages 59 and 60.
Responsibilities
ɽ The role and responsibilities of the
committee can be found on page 61.
ɽ The terms of reference of the committee
can be found at www.ninetyone.com.
Effectiveness
ɽ Details of the committee’s annual
effectiveness review can be found
onpage 57.
DLC Audit and Risk Committee Report
The year in review
This has been a demanding year. The accounting and disclosure implications of the Sanlam
transaction, evolving regulatory expectations and the need to begin preparing for the material
controls requirements of Provision 29 of the UK Code together shaped the committee’s
agenda. Against this backdrop, the committee maintained its focus on the integrity of financial
reporting, the effectiveness of external and internal audit, and the robustness of the Group’s risk
management and internal control framework.
Three themes ran through our work during the year. First, we focused on robust controls and
rigorous challenge of the key judgements underpinning the financial statements, with particular
attention to the valuation of unlisted investments and seed capital, and to the Group’s
provisioning and disclosure in respect of regulatory matters in Southern Africa. Second, the
timely identification and management of emerging risks, including third-party and outsourcing
risk, technology, cyber and data risks, and the governed use of AI tools. Third, readiness for the
evolving internal control landscape, with the committee initiating work to prepare for Provision
29 and concluding that a formal readiness plan was required.
The committee assessed PwC’s audit effectiveness and independence, concluded that the
audit remained effective and recommended reappointment. It also reviewed Internal Audit’s
remit, delivery and coordination within the three-lines assurance model and concluded that
Internal Audit remains effective and independent. Following its review, the committee was
satisfied that Ninety One’s internal controls, risk management framework and external audit
arrangements remain sound.
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Key activities in the financial year
Jun 2025 Sep 2025 Nov 2025 Jan 2026
Financial reporting
Financial reporting and financial controls
Key accounting judgements and policies
Review of Integrated Annual Report,
interimand final results announcements
JSE proactive monitoring report
andoutcomes of FRC annual review
ofcorporatereporting
Sustainability reporting
External audit
External auditor reports
Finance Director and finance function
effectiveness
Internal audit
Internal auditor reports
Risk, controls and capital
Risk report, risk appetite and tolerances
Internal controls and risk
managementframework
Capital and liquidity assessments
Tax strategy, tax risks and updates
Regulatory and compliance
Regulatory and compliance reporting
Policies
Financial reporting
A key responsibility of the committee is to support the Board in overseeing the quality and
integrity of the Group’s financial reporting, accounting policies and practices. In fulfilling this
role, the committee reviewed on behalf of the Board both the annual and interim financial
statements and related announcements ahead of their publication.
The committee assessed whether suitable accounting policies were adopted and whether
management made appropriate judgements and estimates. It held regular discussions with the
external auditor and received reports from key members of the leadership team covering financial
reporting, risk management, internal controls, capital adequacy and going concern and viability.
Significant judgements and estimation uncertainty
The committee reviewed the principal accounting judgements and key estimates applied by
management in preparing the consolidated financial statements and discussed these with the
external auditor. It assessed the appropriateness of those estimates and judgements, ensuring
they remained in line with IFRS Accounting Standards.
For the year ended 31 March 2026, no significant judgements or estimates were identified in
thepreparation of the consolidated financial statements. While certain areas required estimation
or judgement, these were not considered significant. These areas are consistent with those
disclosed in the 2025 annual financial statements with the addition of estimates and judgements
related to intangible assets and the Sanlam transaction as set out in notes 13 and 29 in the
consolidated financial statements. The use of alternative performance measures (“APMs”)
alsoremains consistent, other than amending the calculation for adjusted EPS for the current
year by weighting the shares issued to Sanlam as set out on page 130.
In relation to the basis of consolidation, the committee reviewed the consolidation principles
applied by management and is satisfied that the appropriate accounting treatment has been
applied in accordance with IFRS. In relation to leases, intangible assets, other liabilities and fair
value measurements, the committee reviewed the key estimates and assumptions underpinning
these areas and confirmed that they were reasonable and appropriately supported. For leases,
other liabilities and fair value measurements, the committee confirmed that there were no material
changes in methodology or core principles from the prior year. The committee also reviewed the
use and disclosure of APMs, whichare presented separately on pages 12 and 13 to provide
enhanced transparency ontheGroup’s operating performance.
The valuation of unlisted investments and seed capital was an area of focus. The committee
reviewed the methodologies applied, including the use of independent specialists, and while
satisfied with the overall approach, requested enhancements to documentation and
governance supporting valuation judgements.
DLC Audit and Risk Committee Report
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Overall, the committee concluded that management has appropriately addressed these
matters and that they have been thoroughly reviewed by the external auditor. It considers the
judgements applied to be reasonable, the accounting policies adopted to be appropriate, and
the disclosures in the financial statements to be clear, relevant and comprehensive, presenting
fairly the Group’s financial position and performance.
Fair, balanced and understandable
The Board is responsible for ensuring that the annual report and financial statements are fair,
balanced and understandable, providing shareholders and stakeholders with the necessary
information to assess the Group’s position, performance, business model and strategy.
The committee supported the Board in this assessment through a structured review process.
This included management review and verification, input from independent control functions,
including Finance, Risk, Compliance and Internal Audit, and consideration of the external
auditor’s findings. During the year, the committee encouraged earlier cross-review of
disclosures and the use of checklists to improve clarity and consistency.
Confirmation: The committee confirmed to the Board that it was satisfied that the 2026
Integrated Annual Report is fair, balanced and understandable.
Going concern and long-term viability
The committee reviewed the Group’s going concern and long-term viability statements
andprovided its recommendations to the Board. In undertaking this review, the committee
considered the Group’s financial position and forecasts, risk appetite, emerging and principal
risks, stress-testing and downside scenarios (including impacts on assets under management,
profitability, liquidity and regulatory capital), and the Group’s internal capital adequacy
assessments.
Following its review and the assurances provided by management, thecommittee
recommended preparing the financial statements on a going concern basis and endorsed the
three-year viability assessment as appropriate, given the Group’s business model, regulatory
environment and risk management framework. Further details on the viability statement, including
key assumptions and risks, can be found on page 14.
External audit
Audit firm PricewaterhouseCoopers LLP (Ninety One plc) and
PricewaterhouseCoopers Inc. (Ninety One Limited), together PwC
Date appointed Financial year ended 31 March 2023
Lead partner Ninety One plc
(tenure)
Allan McGrath (financial year 2023)
Designated partner Ninety One
Limited (tenure)
Nicolette Jacobs (financial year 2025)
Total fees in financial year 2026 £2,320,000 (FY 2025: £2,082,000), of which £578,000 (FY 2025:
£517,000) related to non-audit services. Non-audit fees equated to
25% of audit fees (FY 2025: 25%).
External auditor effectiveness
The committee’s oversight of the external audit relationship includes assessing PwC’s
independence, objectivity and effectiveness. During the financial year 2026, the committee
reviewed and approved PwC’s audit strategy and interim plan, including materiality, scope and
significant risks, and considered PwC’s interim review and year-end reporting. It also reviewed
audit quality matters, including relevant regulatory inspection outcomes and, where applicable,
PwC’s remediations.
The committee undertook a formal evaluation of PwC’s effectiveness, drawing on feedback
gathered by way of a tailored questionnaire completed by committee members, the Chief
Executive Officer and the Finance Director. The questions covered the appropriateness of
thescope of the proposed work plan, the quality and timeliness of delivery, PwC’s technical
expertise and the effectiveness of interactions with the committee, management and the
internal audit function. The committee considered the JSE report on proactive monitoring of
financial statements and the FRC’s annual review of corporate reporting to assess compliance
with IFRS and the quality of financial reporting.
Based on its review and the feedback received, the committee concluded that PwC
conductedthe audit effectively, efficiently and to a high standard. The committee assessed
thequalifications and expertise of the audit partners and was satisfied that both individuals
demonstrated the necessary competence and experience. The committee expects PwC to
maintain a proactive and transparent approach, engaging early on emerging accounting
matters and reporting clearly on any control deficiencies or areas of heightened judgement.
Confirmation: The committee confirms that, overall, the external auditor was effective in
planning and executing the financial year 2026 audit. The committee has recommended
tothe Board that PwC be reappointed as the external auditor at the next AGM.
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External auditor independence and non-audit services
The committee considers the independence of the external auditor to be fundamental in
safeguarding the integrity of the audit process. As part of its oversight responsibilities, the
committee conducts an annual review of the policies and procedures PwC has in place to
maintain its independence, together with the Group’s policy on employing former audit team
members. PwC confirmed to the committee that it operates robust internal processes to
identify, report and manage conflicts of interest and to monitor aspects of non-audit work
thatcould compromise its objectivity.
The committee reviewed PwC’s formal independence letter, which confirmed compliance with
the FRC’s Ethical Standard. The committee also considered the findings of the South African
Independent Regulatory Board for Auditors’ inspection report on audit quality, which did not
identify any reportable issues related to auditor independence.
The committee oversees the approval of any non-audit work undertaken by the external auditor,
ensuring that any engagement does not compromise the auditor’s objectivity, effectiveness or
independence and that it adheres to all relevant ethical standards. In accordance with Ninety
One’s Non-Audit Services Policy, the committee approved a limited number of non-audit
services provided by PwC during financial year 2026. These were closely related to the
statutory audit or required for regulatory purposes, including limited assurance over certain
ESG-related metrics and specialist work within the statutory audit scope for Ninety One
Assurance Limited, and did not compromise PwC’s independence. In approving each
engagement, the committee satisfied itself as to scope, fee proportionality and the safeguards
in place.
Confirmation: For the financial year under review, the committee is satisfied with PwC’s
independence and confirms that it has complied with the provisions of the Competition and
Markets Authority Order in respect of audit tendering and the provision of non-audit services.
There are no contractual restrictions affecting auditor selection or imposing a minimum
appointment period.
Audit fees
Fees relating to services performed by the external auditor are reported to and approved by
thecommittee. Details of fees paid to PwC in relation to the financial year 2026 audit and
permitted non-audit services can be found on page 69 and in note 4(b) to the financial
statements on page 128.
Confirmation: The committee confirms that it has reviewed and discussed the audit and
permitted non-audit fees with PwC, considers them appropriate, and has approved them
accordingly.
Internal audit
Ninety One’s internal audit function is a key component of its governance and risk management
framework, providing independent and objective assurance to the committee on the adequacy
and effectiveness of the Group’s internal controls. The Head of Internal Audit has a direct
reporting line to the Chair of the committee.
The committee oversees internal audit’s remit, effectiveness and independence, approves the
Internal Audit Charter and the annual internal audit plan, and receives regular reporting on audit
delivery, findings, remediation status and any matters requiring escalation. During the financial
year 2026, the committee held private sessions with the Head of Internal Audit and approved
revisions to the current annual internal audit plan and the plan proposed for financial year 2027.
Internal audit effectiveness
In addition to regular engagement and reporting, the committee undertook a formal
assessment of internal audit effectiveness, drawing on feedback gathered through a
questionnaire completed by committee members and senior executives. The assessment
considered the quality, independence and expertise of the function, the rigour of its risk-based
planning, the relevance of its findings and the effectiveness of its reporting and engagement
with the committee and management. This process allows the committee to confirm that the
function is appropriately resourced and that team members are qualified to perform their duties
and have access to specialist expertise when needed.
Confirmation: The committee is satisfied that the internal audit function continues to
operate effectively and independently and is appropriately resourced and skilled to meet
theneeds of the business.
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Risk, controls and capital
The Board has delegated to the committee responsibility to oversee the assessment of key
risks, risk management processes and the adequacy and effectiveness of the system of internal
controls. During the financial year 2026, the committee received regular updates from Risk,
Compliance, Internal Audit and Finance, as well as reports from management forums including
the Management Risk Committee and Management Audit Committee, to understand risk
exposure relative to appetite, emerging risks, key control matters and remediation progress.
Third-party and outsourcing risk was a sustained area of focus, with the committee reviewing
outsourcer resilience and AML/KYC service delivery and requesting enhancements to
remediation governance. In relation to operational change, the committee sought assurance
over the phased implementation of key projects, the strengthening of related controls and the
oversight of third-party providers. Ongoing monitoring of technology and third-party controls
was also enhanced.
Technology, cyber and data risks, including operational resilience testing, incident reporting
and the governance of AI tools, received continued attention, with the committee reinforcing
expectations for enhanced controls and monitoring. The committee also reviewed capital
adequacy and prudential resilience, including ICARA planning, wind-down planning and the
consideration of insurance mitigation within stress scenario work. In relation to the evolving
internal control landscape, the committee oversaw initial work undertaken by the operations
and risk teams to define and catalogue material controls in preparation for the requirements of
Provision 29 of the UK Code. The committee concluded that a formal readiness roadmap was
required and has tasked management with developing one for Board consideration in financial
year 2027.
The committee uses a combined assurance approach to understand the coverage and depth of
assurance over material matters, drawing on the three lines of defence and external assurance
providers where appropriate. Where assurance gaps or unnecessary duplication are identified,
the committee requests management to adjust monitoring or assurance plans accordingly.
Confirmation: The committee’s review and assessment led it to conclude that the Group’s
financial and regulatory reporting processes and controls are effective and that the risk
management framework and system of internal controls are effective.
Regulatory and compliance
The committee reviewed the Group’s provisioning and disclosure in respect of regulatory
matters in Southern Africa, including the adequacy of AML/CFT-related provisions and
contingent liability disclosures and the oversight of outsourced AML/KYC services.
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Against an increasingly
fragmented global environment
for sustainability, our focus was
on whether Ninety One’s public
commitments, stewardship
approach and broader social
and ethics agenda remained
credible, proportionate and
aligned to fiduciary
responsibilities.
Khumo Shuenyane
Chair of the DLC Sustainability,
SocialandEthics Committee
Where to find out more
Membership and attendance
ɽ Committee membership, the number
of meetings held and individual
attendance can be found on page 62.
Key executives and department heads
attend as needed.
ɽ Information on the skills and
experience of all committee members
can be found on pages 59 and 60.
Responsibilities
ɽ The role and responsibilities of the
committee can be found on page 61.
ɽ The terms of reference of the committee
can be found at www.ninetyone.com.
Effectiveness
ɽ Details of the committee’s annual
effectiveness review can be found
onpage 57.
DLC Sustainability, Social and Ethics Committee Report
The year in review
During the financial year, there was a transition in the leadership of the committee. The outgoing
Chair, Busisiwe Mabuza, contributed significantly to strengthening the committee’s governance
foundations, embedding sustainability and ethical oversight into broader Board decision-making
processes. Following a formal succession process, the Board appointed me as the new
committee Chair.
Throughout the year, the committee maintained its active oversight over the execution of
Ninety One’s sustainability strategy across the three pillars of Invest, Advocate and Inhabit.
Against an increasingly fragmented global environment for sustainability, our focus was on
whether Ninety One’s public commitments, stewardship approach and broader social and
ethics agenda remained credible, proportionate and aligned to fiduciary responsibilities.
Ourposition remains consistent.
We monitored progress towards achieving net zero emissions by 2050 both in relation to our
investments and our own operations. We also undertook deep dives into the transition plans
ofsomeof the highest-emitting companies in our portfolio, noting the increasing complexity
ofexecuting those plans in a shifting geopolitical and macroeconomic environment.
All Board members are invited to attend the committee’s scheduled meetings, alongside its
permanent members. The committee greatly appreciates the support and challenge offered by
its fellow Board members, which reflects the importance of Ninety One’s sustainability priorities
to the Board as a whole.
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Key activities in the financial year
May 2025 Sept 2025 Nov 2025 Jan 2026
Invest
Sustainability strategy oversight
andengagement activities
High emitter case study
Sustainability and Stewardship Report
overview and policies
Advocate
Stakeholder engagement
Social and economic development (including
B-BBEE scorecard and employment equity
plan) and regulatory reporting updates
Inhabit
Workforce engagement including labour
issues, culture and ethics
Safety, health and environment update
Corporate citizenship activities review
Consumer relationships and compliance
withconsumer protection laws
Modern Slavery Policy and statement
Invest
In previous financial years, the committee’s focus was on the integration of sustainability analysis
into investment decision-making processes. This financial year, the committee’s focus shifted to
the more complex phase of implementation and accountability against an increasingly
fragmented international consensus on climate action.
Over the course of the financial year, we reviewed in detail the transition plan of one of the
highest-emitting companies in Ninety One’s portfolio. We considered the ambition of this
company to achieve net zero, the challenges it faces and the shifting political and economic
priorities that present real risks to its transition timeline. We engaged with management on the
strategic implications of companies falling short on their climate commitments, and challenged
management to remain agile in its approach and ensure alignment between Ninety One’s
sustainability priorities and fiduciary responsibilities.
We also considered whether Ninety One’s sustainability strategy and transition plan remained fit
for purpose in an increasingly contested external environment. We supported a reassessment
ofthe firm’s targets and reporting framework with the aim of keeping disclosures clear, balanced
and informative rather than being too formulaic. We were satisfied that the control environment
underpinning the sustainability platform, including product governance and stewardship policy,
was broadly sound and kept under appropriate review.
We welcomed the continued development of impact-focused metrics and their growing
useinNinety One’s sustainable investment strategies, alongside the firm’s development of
sustainability-focused products and tools. We also tracked Ninety One’s own sustainability
performance, covering operational emissions (Scope 1, 2 and 3), transition plan delivery, and
climate and nature-related disclosures under the TCFD and TNFD frameworks. Details are set
out on pages 37 to 53 and in our Sustainability and Stewardship Report.
Advocate
The committee maintained oversight of Ninety One’s strategic advocacy efforts, particularly
asthey related to advancing sustainable finance and shaping the broader industry dialogue.
Wenoted Ninety One’s continued participation in global forums, including the International
Monetary Fund Spring Meetings, Climate Action 100+, the Institutional Investors Group on
Climate Change and the Sustainable Markets Initiative. These engagements support Ninety
One’s positioning as a thought leader in sustainable finance and an advocate for emerging
markets, ensuring that the unique challenges and perspectives of developing economies are
reflected in global transition efforts.
The committee also received updates on Ninety One’s broader external engagement relating
toemerging-market sustainability considerations, nature-related risk frameworks and evolving
reporting standards, including progress on the UK Emerging Markets and Developing
Economies (“EMDE”) Investor Taskforce.
The committee supported management’s continued efforts to engage constructively and
transparently on global sustainability issues while delivering fiduciary responsibilities and
balancing stakeholder expectations.
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Inhabit
Throughout the financial year, the committee provided oversight of Ninety One’s efforts
touphold the principles of good corporate citizenship and corporate social responsibility.
Wereviewed a range of activities reflecting the firm’s commitment to social impact,
transformation and environmental responsibility. This included ongoing investment in long-
termcommunity initiatives, with assurance received around their sustainability, alignment and
continued funding. The committee acknowledged the significance of the projects undertaken
by Ninety One to support its communities. Details of this work can be found in our Sustainability
and Stewardship Report.
We noted that Ninety One Limited retained its Level 1 B-BBEE Contributor status. We considered
the implications of amendments to the Employment Equity Act, including the obligation to
prepare a five-year employment equity plan, and considered how Ninety One was responding
tothe changing regulatory environment alongside its broader inclusion principles.
Employee wellbeing and inclusion remained a key focus for the committee. We supported
ongoing workforce engagement, including efforts to maintain confidence and openness in
theface of challenging global macroeconomic conditions. The improved sentiment across
thebusiness, driven by enhanced leadership engagement and clear strategic communication,
was noted and welcomed.
In our review of consumer relationships, we welcomed the establishment of structured reporting
on client-facing matters. No material concerns were identified, and we were satisfied that client
outcomes and conduct standards were being upheld.
We reviewed whistleblowing activity and reported to the DLC Audit and Risk Committee, noting
that no incidents were raised during the financial year and that relevant processes remain in
place to ensure concerns can be raised confidentially and addressed appropriately.
We monitored stakeholder engagement throughout the year and encouraged improvements to
annual general meeting communications and systems to ensure transparency and accessibility
in future.
Details of Ninety One’s work in relation to its stakeholders, people, community and environment
can be found in the Strategic section of this report on pages 20 to 25 and in our Sustainability
and Stewardship Report.
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The year in review
The financial year 2026 marked a meaningful improvement in performance for Ninety One.
Following the challenges of financial year 2025, the firm entered the year with improved
momentum, and this trajectory strengthened over the course of the period. The completion
ofthe Sanlam UK transaction in June 2025, followed by the completion of the South African
transaction in February 2026, represented a significant strategic milestone, extending
NinetyOne’s distribution reach and reinforcing its long-term growth ambitions in South Africa.
Key performance outcomes included:
ɽ 12.5% nominal growth in adjusted EPS for the financial year 2026 (2025: (2.7)%);
ɽ net inflows of £2.8 billion (2025: net outflows of £(4.9)billion);
ɽ competitive weighted
1
firm-wide investment outperformance of 63% (2025: 67.7%);
ɽ excellent execution on our strategic and other non-financial priorities (see pages 89 to 94
for further details); and
ɽ strong shareholder returns, including share price appreciation and capital returned to
shareholders via dividends and share buybacks that have seen Ninety One return c.60%
ofits market capitalisation since listing in March 2020.
The Committee determined that the formulaic outcome, which reflects financial and qualitative
targets over the current year and the preceding three years period, was 43.5%.
Our people are the foundation
of Ninety One’s long-term
success. The committee’s role
isto ensure reward reflects
performance and supports
theculture that sustains it.
Busisiwe Mabuza
Chair of the DLC Human Capital and
Remuneration Committee Report
Where to find out more
Membership and attendance
ɽ Details of the Committee members
and their attendance can be found on
page 62. Key executives, department
heads and the external auditors
attendas needed. The Chair and
theCommittee also hold private
discussions, both independently
andwith management, as required.
ɽ Information on the skills and
experience of all committee members
can be found on pages 59 and 60.
Responsibilities
ɽ The role and responsibilities of the
committee can be found on page 61.
ɽ The terms of reference of the committee
can be found at www.ninetyone.com.
Effectiveness
ɽ Details of the committee’s annual
effectiveness review can be found
onpage 57.
1. Weighted over one (20%), three (30%) and five (50%) years).
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The committee considered the fairness of the formulaic outcome, in the context of overall
performance achieved both by the business and the Executive Directors themselves. The
committee noted the relative performance of Ninety One’s peers, the level of stretch built into
the targets set, together with the broader shareholder, client and wider workforce experience
over the period, with particular emphasis on the remuneration outcomes of other senior leaders
in the business.
The committee acknowledged that the Executive Directors had performed strongly in
executing on their strategic priorities, including embedding new and expanded leadership
structures, improving the overall business performance in a market environment that continued
to be challenging, ensuring the completion of the Sanlam transaction and implementing a
handful of important growth-focused initiatives.
All in all, the committee determined that the formulaic outcome did not represent a fair
alignment between pay and performance and, for these reasons, the committee exercised its
discretion to increase the overall outcome under the EIP scorecard. This represented 4.1% of
the maximum award opportunity, amounting to £218,630 for Hendrik du Toit, and £174,969 for
Kim McFarland. As a result, the EIP awards represent 47.6% of the maximum award opportunity,
being £2,536,128 for Hendrik du Toit and £2,029,664 for Kim McFarland.
Recognising the significant shareholder alignment that already exists by virtue of the Executive
Directors’ shareholdings, which materially exceed the minimum requirements, the committee
determined that 25% of these awards would be deferred into shares in Ninety One plc. The
remainder of the awards were paid in cash. The deferred elements of the EIP awards will be
granted after the 2026 financial results have been announced and will be subject to vesting
andmandatory retention periods as prescribed under the Directors’ Remuneration Policy
(the“Policy”).
A full disclosure of the financial and non-financial outcomes relative to targets and metrics
isprovided on pages 89 to 95.
Key activities in the financial year
April 2025 May 2025 Jan 2026 Feb 2026
Executive director remuneration
Executive Director remuneration outcomes
for financial year 2025
Performance targets for financial measures
under the EIP for financial years 2026
and2028
Non-financial measures and metrics under
the EIP for financial year 2026, including the
cash/deferred split
Wider workforce remuneration and pay fairness
Review of wider workforce fixed
andvariableremuneration
Remuneration policy for the wider workforce
UK gender pay gap reporting
Remuneration risk alignment and regulatory framework
Material Risk Taker methodology and lists
Compliance and risk reports
Regulatory remuneration disclosures
Remuneration policy, reporting and shareholder engagement
Developments in market practice
andcorporate governance relating
toremuneration
Review of remuneration-related regulatory
developments over the past year
The Directors’ Remuneration Report for
inclusionintheIntegrated Annual Report 2025
Preparation for the 2026 Directors’
Remuneration Report
Preparation for upcoming engagements
withkey shareholders as part of NinetyOne’s
2026 Governance Roadshow
Chairman and non-executive director fees
Review of the Chairman’s fee
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DLC Human Capital and Remuneration Committee Report
Overview of the Directors’ remuneration for the financial year 2027
Remuneration at Ninety One is set at levels which allow truly exceptional contributions to be
rewarded, whilst recognising our competitive positioning against peers.
For 2027, fixed remuneration levels for Executive Directors will remain unchanged, as has been
the case since 2020. The current Executive Directors will not receive any pension benefits, and
their employee benefits will otherwise be in line with Ninety One’s wider workforce.
Variable remuneration opportunity under the EIP will remain the same for 2027, in line with the Policy
last approved by shareholders at the 2024 AGM. This has remained unchanged since financial year
2021, resulting in no change in the total remuneration opportunity in nominal terms over that period.
Directors’ Remuneration Policy
At the 2024 AGM, held on 25 July 2024 the Policy was approved by shareholders in a binding
resolution (with an advisory vote at the 2025 AGM). This was ourthird policy since Ninety One
listed as an independent company in March 2020, which hasconsistently received strong
support from shareholders, both in terms of its design and its implementation.
2025 AGM
To approve the Remuneration Report Votes for Votes against
2021 AGM 98.33% 1.67%
2022 AGM 97.49% 2.51%
2023 AGM 98.71% 1.29%
2024 AGM 97.33% 2.67%
2025 AGM
1
96.99% 3.01%
Votes for 96.99%
Votes against 3.01%
To approve the Remuneration Policy Votes for Votes against
2021 AGM (non-binding) 96.14% 3.86%
2022 AGM (non-binding) 94.37% 5.63%
2023 AGM (binding) 95.08% 4.92%
2024 AGM (binding) 95.03% 4.97%
2025 AGM (non-binding)
1
93.47% 6.53%
2025 AGM
Votes for 93.47%
Votes against 6.53%
The committee remains confident that the Policy provides an effective framework for incentivising
the Executive Directors over the short and long term, in a manner that supports the delivery of
Ninety One’s strategy and creates sustainable value for shareholders. In implementing the
Policy, the committee is guided by the principle that remuneration outcomes should reflect
theperformance of the business and be mindful of the broader shareholder experience.
Shareholder engagement on remuneration matters remains a priority for the committee,
andwe continue to welcome the views of our shareholders at any time.
We look forward to your support on the resolutions relating to our Directors’ remuneration
atthe 2026 AGM.
Busisiwe Mabuza
Chair of the DLC Human Capital and Remuneration Committee
1. 660,191 votes withheld on the resolution to approve the Remuneration Report;
661,624 votes withheld on the resolution to approve the Remuneration Policy.
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Directors Remuneration Report
Directors’ Remuneration Policy
Introduction and key principles
The Policy was approved by shareholders at our 2024 AGM. In determining the Policy,
thecommittee discussed the detail of the previous policy and its operation since adoption.
Conflicts of interest were suitably mitigated throughout the review process, and external
perspective and market insight provided by our independent advisors.
Ninety One seeks to attract and retain the highest calibre individuals who enjoy a sense of
individual responsibility and ownership. Results and relationships remain at the core of our thinking.
Our approach to remuneration is that it is an important (but not the only) part of our employee value
proposition – designed to attract, retain and motivate staff and to reinforce the behaviours needed
to support our culture and values over the short and long term in a risk-conscious manner. Integral
to the determination of remuneration levels is the commitment to our culture in the pursuitof
excellence for our clients within an effective risk management environment.
Ninety One’s remuneration policies are clear and transparent – they are designed and
implemented to align employee interests with those of all stakeholders including our
shareholders and clients, and to support the long-term success of our business.
The Policy was formulated within the framework of Ninety One’s overall remuneration
philosophy. Under the Policy, the performance of the Executive Directors will be assessed
against financial and non-financial measures, which are key drivers of Ninety One’s success.
The Policy was developed taking into account market data and competitor practice, corporate
governance requirements and shareholder expectations.
The committee believes that the Policy will continue to incentivise the Executive Directors
overboth the long and short term, which will support the continuity of Ninety One’s long-
termstrategy and ultimately deliver value for shareholders. The committee is committed
toimplementing the Policy in a way that ensures that executive remuneration is aligned
withperformance achieved and takes into account the shareholder experience.
The Policy supports the long-term success of our business by adhering to the following
principles, in line with corporate governance requirements:
ɽ It is simple, fair and transparent, with clear links between Ninety One’s strategy and
remuneration outcomes;
ɽ it is designed to promote our culture and values, with an emphasis on risk management
andconduct;
ɽ it aligns interests of Executive Directors with those of shareholders and clients;
ɽ it emphasises the importance of non-financial drivers for Ninety One’s long-term success; and
ɽ remuneration levels reflect our pursuit of excellence for our clients and our commitment
toorganic business building.
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Executive Directors – policy table
The Executive Directors’ remuneration has two main components, being fixed remuneration and variable remuneration in the form of an annual single incentive award. A single incentive award
wasdeemed appropriate given the significant direct and indirect shareholdings of the Executive Directors in Ninety One. The Executive Directors are also eligible to participate in HMRC-registered
all-employee share plans. The following table sets out the Policy in relation to these components. Full details of how the committee intends to apply the Policy in the financial year 2027 are
contained in the Annual Report on Remuneration.
Element and link to strategy Operation Opportunity Performance
Fixed remuneration
Fixed remuneration reflects the
relative skills and experience of,
andcontribution made by, the
individual.
Fixed remuneration is set at levels
that allow us to attract and retain
executives with the necessary skills
and experience to deliver strategic
objectives.
Fixed remuneration is delivered in cash (base salary), with a portion sacrificed to fund benefits.
Fixed remuneration will normally be reviewed annually. Factors considered in any review would
include: the size and scope of the role, business and individual performance, affordability,
increases for the wider workforce and peer comparisons.
Fixed remuneration adjustments would typically be effective from 1 April.
The current fixed remuneration for the Chief
Executive Officer is £666,000 per annum and
£533,000 per annum for the Finance Director.
There is no overall maximum opportunity or
increase. However, in awarding any increase,
the committee will be mindful of any relevant
factors, which may include increases for the
wider workforce or changes in scope of role.
Individual performance will be
taken into consideration when
awarding any increase infixed
remuneration.
Pension
The current Executive Directors are not entitled to any pension benefits. Any new Executive Directors may be entitled to pension benefits in line with those generally offered to the wider workforce in the location in which
they are employed.
Benefits
To provide a market competitive
level of fixed remuneration that
allows us to attract and retain
executives with the necessary skills
and experience. Benefits reflect
local market practice and support
health and wellbeing.
Ninety One offers a range of benefits that currently includes private medical insurance, disability
insurance and life cover, which are the benefits generally offered to Ninety One employees.
The benefits provided may be subject to amendment from time to time by the committee within
thePolicy.
In addition, Executive Directors are eligible for other benefits which are introduced for the wider
workforce, on broadly similar terms.
These benefits are funded by each of the
Executive Directors sacrificing a portion of their
fixed remuneration, although the committee
reserves the right to operate an alternative
approach for any new Executive Director.
The value of benefits is dependent on each
Executive Director’s individual circumstances.
The committee has therefore not set a maximum
monetary value for this component of fixed
remuneration, save that the aggregate of cash
and benefits will not exceed the value of fixed
remuneration.
Not applicable
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Element and link to strategy Operation Opportunity Performance
EIP
Annual single incentive award that
rewards the delivery of key financial
and non-financial objectives that
are consistent with Ninety One’s
strategy and are measured over
both long-term and short-term
periods.
Enhances Executive Directors’
alignment with shareholders via
appropriate performance measures
and through deferral into Ninety
One shares.
The EIP will reward performance, assessed against financial/quantitative and non-financial/
qualitative measures, over the current year and the preceding three-year period.
The committee will set the long-term and short-term performance measures, targets and the
weighting annually to reflect the key financial and strategic priorities for Ninety One. Performance
conditions willbe determined and set subject to the following parameters:
ɼ Not less than 75% of the overall award will be based on financial performance measures; and
ɼ not less than 55% of the overall award will be based on long-term performance.
Award outcomes will be assessed annually following year end and will be based on a formulaic
application of the Policy, with the committee retaining discretion to consider performance
holistically and adjust formulaic outcomes to ensure that final remuneration awards are aligned
with the sustainable performance of Ninety One and our purpose to deliver value over the long
term.
Typically 50% of each EIP award will be deferred into an award of Ninety One plc shares.
Thecommittee will have discretion to reduce the deferral below 50%, but no less than 25%,
provided that the executive exceeds his or her minimum shareholding requirement. The amount
not deferred into shares will be paid in cash.
The amount deferred into awards over Ninety One plc shares will be entitled to receive dividends
or dividend equivalents.
Deferred awards will vest in full three years after award. Following vesting, deferred awards will
normally be subject to a further holding period, with50% released four years after award and 50%
released five years after award.
Malus and clawback provisions will apply, as described in further detail on page 82.
Awards granted in respect of each financial
year will be capped at 800% of fixed
remuneration (subject to treatment in a change
of control event).
Performance will be measured relative to
threshold, target and stretch achievement
levels. Award outcomes as a percentage of the
maximum award opportunity will be as follows:
ɼ threshold: 25%
ɼ target: 50%
ɼ stretch: 100%
Award outcomes will be determined on a
straight-line basis for performance between
these levels.
The committee will set the
long-term and short-term
performance measures
annually to reflect the key
financial and strategic priorities
for Ninety One. The measures
may therefore vary from year
toyear.
The details of the measures
areset out in the Annual Report
on Remuneration on page 100.
Ninety One’s HMRC-registered Share Incentive Plan (“SIP”)
To increase the alignment of the
Executive Directors’ interests with
shareholders. May provide UK tax
benefits.
Executive Directors may be eligible to participate in Ninety One’s HMRC-registered SIP, on the
same terms as other UK-based employees.
Where applicable, participation in the SIP
issubject to maximum limits set by HMRC
(e.g.the Executive Directors may each buy
shares in Ninety One plc out of their salary
before tax deductions, subject to a current
limitof £1,800 per year).
Not applicable
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Element and link to strategy Operation Opportunity Performance
Shareholding requirement
To maintain the alignment of the
Executive Directors with the
long-term interest of Ninety One
and our stakeholders.
Executive Directors are expected to build and maintain an interest in Ninety One shares,
andtoretain a portion of this interest for a period after ceasing to be an Executive Director.
Requirements for current Executive Directors
While serving as an Executive Director:
ɼ 1,000% of fixed remuneration for the Chief Executive Officer; and
ɼ 800% of fixed remuneration for the Finance Director.
Each of the current Executive Directors exceeds this requirement significantly by virtue of their
respective participation in the Marathon Trust.
For a period of two years from ceasing to be an Executive Director, the following will normally apply:
ɼ 500% of fixed remuneration for the Chief Executive Officer; and
ɼ 400% of fixed remuneration for the Finance Director.
Requirements for new Executive Directors
The level of interests in Ninety One shares required will be considered by the committee at the time
of appointment, having due regard to the scope of the role.
This requirement will need to be attained within a reasonable timeframe (expected to be no longer
than five years from appointment) but having regard to any existing share interests.
Not applicable Not applicable
Explanatory notes to the table
Competitive positioning
Remuneration opportunities recognise our competitive positioning alongside local and
international peers, including those that are privately held.
Wider workforce context
Ninety One’s wider workforce receives fixed remuneration, which includes base salary, pension
contributions (where applicable) and other local employee benefits (which typically includes
private medical insurance, disability insurance and life cover). Variable remuneration typically
takes the form of an annual discretionary award, which may comprise both cash and deferred
elements. Deferred elements are normally invested in a combination of Ninety One shares and
funds, which cliff vest after three years and are subject to malus and clawback provisions
consistent with those applicable to the Executive Directors. Remuneration levels at Ninety One
reflect both our pursuit of excellence and commitment to organic business building. In setting
remuneration levels, truly exceptional contributions are rewarded and individual variable
remuneration awards are not capped for the wider workforce. Aggregate variable remuneration
is however subject to affordability considerations. In exceptional cases, retention-related share
awards may also be granted to employees other than the Executive Directors.
Performance measures
The performance measures for the EIP are set out in the Annual Report on Remuneration.
Thesehave been chosen to align with Ninety One’s key financial and strategic priorities.
Targetswill be set taking into account both internal and external factors which may include
internal benchmarks, and economic and market conditions. The committee expects to measure
performance against the financial and non-financial measures set out below. The committee
shall retain discretion to select the most appropriate measures at the start of a performance
period, to ensure these are aligned with Ninety One’s short- and long-term objectives.
Financial/quantitative measures
Growth in adjusted EPS
Adjusted EPS (as defined on page 160) is the primary measure of Ninety One’s financial
performance. Our long-term objective is to grow adjusted earnings consistently, recognising
the potential significant impact of market volatility on financial results.
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Net flows
The achievement of net flows is a key driver of value. Our long-term objective is to grow and
diversify our asset and client base by consistently generating positive net flows. The torque ratio
will be the primary metric to monitor success.
Investment performance
As an active investment manager, investment outperformance is critical to delivering value
toour clients. Our objective is to deliver investment outperformance in the long run. As such,
performance is measured over multiple time periods, with higher weightings for longer
timeperiods.
Non-financial/qualitative measures
These would typically include the following:
ɽ Key employee retention and succession planning – retention and development of senior
leadership team;
ɽ stakeholder relationships and reputation – positive stakeholder outcomes, whether
itisclients, employees, regulators and the communities in which Ninety One operates;
ɽ commitment to sustainability – progress against defined objectives under Ninety One’s
sustainability framework; and
ɽ strategic progress – progress relative to strategic initiatives specifically identified from
time to time by the Board. This could include growth initiatives in respect of new products,
strategies or geographies.
Ongoing regulatory compliance
In the event that regulatory requirements change, the committee has discretion to make such
changes as are necessary to the Policy in order to ensure continued compliance, even if a
revised policy has not been tabled for approval by shareholders. Any such changes would
beincluded in the next Directors’ Remuneration Report.
Prior arrangements
The committee reserves the right to honour any award commitments made to Executive Directors
prior to the approval of the Policy (including exercising any discretions available to it in connection
with such commitments), notwithstanding that these are not in line with the Policy. This includes
awards granted in relation to periods prior to the listing of Ninety One or prior to their
appointment to the Board.
Malus and clawback
Malus will apply to the unvested deferred element of any award under the EIP. Clawback will
apply to both the cash element and the vested deferred element of any award under the EIP.
The applicable clawback periods are as follows:
Applicable clawback period
Cash element of EIP award ɼ 3 years from payment date
Vested deferred element of EIP award ɼ 8 years from grant date for 50% of the deferred element;
and
ɼ 10 years from grant date for the remaining 50%
The circumstances in which the committee may consider the application of malus and/or
clawback are set out in the EIP rules and can be summarised as follows:
ɽ A material misstatement of financial results;
ɽ an error in the assessment or calculation of award outcomes, or such calculations being
performed using inaccurate or misleading information;
ɽ misbehaviour or material error committed;
ɽ failure to meet appropriate standards of conduct;
ɽ material risk management failures; and
ɽ exceptional events materially impacting the value or reputation of Ninety One.
Exercise of discretion
The committee may exercise discretion under the terms of the EIP, in addition to the discretions
referred to elsewhere in the Policy, in the following key areas:
ɽ The committee has an overriding discretion to consider performance holistically and adjust
formulaic outcomes to ensure that final remuneration awards are aligned with the
sustainable performance of Ninety One and our purpose to deliver value over the long term;
ɽ the committee also has discretion to adjust performance conditions if anything happens
that causes it reasonably to consider that the amended condition would be a fairer measure
of performance;
ɽ the committee may adjust the timing of vesting, for example it may delay vesting during
adisciplinary review or accelerate vesting in exceptional circumstances; and
ɽ the committee has standard discretions relating to share awards, including discretion
toadjust awards on a variation in share capital or settle awards in cash in exceptional
circumstances.
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Remuneration scenario charts
The charts below illustrate the potential range of remuneration outcomes for each of the Executive Directors under the Policy, outlining the following scenarios:
Fixed remuneration Variable remuneration Deferral of variable remuneration
Below threshold
Total fixed remuneration
for the financial year,
consisting of base salary
plus benefits.
Nil
Threshold Value of single incentive awarded if threshold performance
isachieved, which is 25% of the maximum opportunity.
Typically 50% of any single incentive will be deferred into Ninety One plc shares. The committee
will have discretion to reduce the deferral below 50%, but no less than 25%, provided that
theexecutive exceeds his or her minimum shareholding requirement. The amount not deferred
intoshares will be paid in cash. For the purposes of the scenarios below a 50% deferral rate
isassumed.
Target Value of single incentive awarded if on-target performance
isachieved, which is 50% of the maximum opportunity.
Stretch Value of single incentive awarded if stretch performance
isachieved, which is 100% of the maximum opportunity.
Chief Executive Officer
Below
threshold
Threshold
2m£ 1m0 3m 4m 5m 6m
Stretch
Target
100%
33.3% 33.3%
33.3%
40% 40%
20%
11.1% 44.4% 44.4%
£5,994,000
£3,330,000
£1,998,000
£666,000
Finance Director
Below
threshold
Threshold
2m£ 1m0 3m 4m 5m 6m
Stretch
Target
100%
33.3% 33.3%
33.3%
40% 40%
20%
11.1% 44.4% 44.4% £4,797,000
£2,665,000
£1,599,000
£533,000
Fixed Variable – cash element Variable – deferred element
These scenarios do not assume any share price growth between the dates of award and
vesting. A 50% increase in share price between these dates would increase the value of the
deferred variable remuneration in the stretch scenarios, such that total remuneration would
be£7.3 million for the Chief Executive Officer and £5.9 million for the Finance Director. A 50%
decrease in share price between these dates would decrease the value of the deferred variable
remuneration in the stretch scenarios, such that total remuneration would be £4.7 million for the
Chief Executive Officer and £3.7 million for the Finance Director.
Approach to recruitment remuneration
Remuneration for new Executive Directors will be consistent with the Policy, including maximum
variable remuneration opportunities. In setting fixed remuneration levels, the committee will
consider the size and scope of the role, the skills and experience of a candidate, and their
existing levels of fixed remuneration.
Where applicable, awards may be granted to replace awards or amounts forfeited from a
previous employer. In such cases, the committee retains the discretion to grant awards on
acomparable basis to the forfeited award(s), considering the time horizons and performance
conditions that applied. For internal candidates, unvested deferred awards granted in respect
ofthe prior role would continue to vest as per the original terms. These may be adjusted at the
discretion of the committee.
Although the intention would be to offer any new Executive Director benefits as set out in
thepolicy table on page 79, the committee reserves the discretion to offer any new Executive
Director additional benefits such as to cover relocation expenses in order to facilitate their
appointment.
To facilitate any buyout awards outlined above, the committee may grant awards to a new
Executive Director, relying on the exemption in the applicable Listing Rules, which allows for the
grant of awards (including under any other appropriate Ninety One incentive plan) to facilitate,
in unusual circumstances, the recruitment of any new Executive Director, without seeking prior
shareholder approval.
In relation to the recruitment remuneration approach for a new Chairman or a new Non-
Executive Director, the fees payable will be in accordance with the Policy (see the policy table
for Non-Executive Directors on page 85).
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Service contracts and letters of appointment
The Executive Directors are the only Directors with service contracts, which set out their terms
and conditions of employment. These contracts are terminable by either party on six months’
written notice and do not have an expiry date. Service contracts include a provision for a
termination payment in lieu of notice (see further details below). The terms set out in the service
contracts for the current Executive Directors do not provide for any payments that are not in
line with the Policy. Service contracts for new Executive Directors will be consistent with the
Policy, including notice periods and payments in lieu of notice. The service contracts are
available for inspection on request at Ninety One’s offices.
Non-Executive Directors have not entered into service contracts with Ninety One. They are
appointed under a letter of appointment under which their appointment is terminable by
eitherparty on three months’ written notice except where the Director is not reappointed
byshareholders, in which case termination is with immediate effect. There are no obligations
withinthe Non-Executive Directors’ letters of appointment that could give rise to remuneration
payments on termination or payments for loss of office.
Policy on payments for loss of office
In the event of the termination of an Executive Director’s employment, any payments will be
determined in accordance with the Policy and will be in line with the relevant Executive Director’s
service contract and the rules of any relevant incentive plans. The table below sets out a
summary of Ninety One’s policy in relation to payments for loss of office.
Element Policy
Notice period Ninety One will have the ability to make a payment in lieu of notice equal to base salary
only for any unexpired portion of the notice period. Ninety One may also reserve
theright to place the Executive Directors on garden leave during the noticeperiod.
However, neither notice nor a payment in lieu of notice will be giveninthe event of
gross misconduct or gross negligence.
Element Policy
EIP awards Good leavers
1
who depart during a performance period, or after a performance
period but prior to the grant of any awards, may receive awards at the committee’s
discretion, taking into account relevant factors including but not limited to the
Executive Director’s length of service and the circumstances of departure. In granting
any awards in respect of uncompleted performance periods, the committee will
consider the Executive Director’s performance in the financial year of departure in
addition to their contribution towards long-term goals on such reasonable basis as
itdecides taking into account performance to departure and, if it so decides, expected
future performance, and any awards granted would be pro-rated. In the financial year
ofdeparture, any awards granted shall not exceed the maximum variable remuneration
opportunity under the Policy. Those awards would normally be deferred per the
normal vesting schedule, although the committee retains discretion to accelerate
thevesting schedule in exceptional circumstances. Any such award would be subject
to the normal malus and clawback provisions.
A good leaver holding awards would normally be entitled to retain their deferred
awards, subject to the original terms (including deferral and holding periods, and
malus and clawback). The committee retains the discretion to accelerate the
vestingof unvested deferred awards in exceptional circumstances.
Unvested deferred awards for bad leavers will lapse in full.
Ninety One SIP Leaver treatment will be determined in accordance with HMRC-approved provisions.
Other The committee may make other limited payments in connection with a Director’s
cessation of office or employment including, but not limited to, paying any fees for
outplacement assistance and/or the Director’s legal and/or professional advice fees
in connection with their cessation of office or employment, where the payments are
made in good faith in discharge of an existing legal obligation (or by way of damages
for breach of such an obligation), or by way of settlement of any claim arising in
connection with the cessation of a Director’s office or employment.
Change of control
On a change of control (for example, a takeover by an acquiring company), awards will vest or
participants may be allowed or required to exchange their awards for equivalent awards over
shares in the acquiring company. Where awards vest on a change of control, the extent of vesting
will be subject to the committee’s discretion. If a change of control is due to occur during a
performance period or after a performance period but prior to the grant of any awards, then the
committee may measure performance early on such reasonable basis as it decides, taking into
account performance to date and, if it so decides, expected future performance, and pro-rated
awards will then be granted in respect of each performance period, conditional on the change
ofcontrol occurring. In the case of any performance period where the short-term performance
targets have not yet been set, the short-term performance targets of the most recent financial
year for which such targets have been set will be used for that performance period.
1. Good leavers are individuals who are either not terminated for cause, or who do not leave to join a direct competitor of
NinetyOne.
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Consideration of shareholder views
In formulating the Policy, the committee engaged widely, taking into account corporate
governance rules and guidelines, market data and specialist advice. The committee also
regularly engages with Ninety One’s largest shareholders to seek feedback on the operation
ofthe Policy and executive remuneration in general. We also welcome feedback from all
shareholders at any time. The Policy incorporates shareholder views and is an appropriate
andeffective incentivisation arrangement for Ninety One’s Executive Directors.
Consideration of wider remuneration arrangements at Ninety One
When formulating the Policy, the committee was mindful of the Ninety One remuneration policy
that applies to the wider workforce. Although employees were not directly consulted in the
development of the Policy, our designated Non-Executive Director responsible for gathering
workforce feedback, alongside the Workforce Engagement Forum, engaged directly with
employees in the UK with respect to key issues relating to the business and reported the
findings and relevant feedback to the Board. Both of these policies align with our culture and
reflect our pursuit of excellence and commitment to organic business building. Please see page
81 for a description of how remuneration for the Executive Directors aligns with Ninety One’s
wider workforce remuneration. By specifically using a single incentive model for the Executive
Directors’ variable remuneration under the EIP, the Policy ensures that all employees, including
the Executive Directors, are incentivised in a similar way. The Policy contains some differences
to the wider workforce policy, notably that Executive Director variable remuneration
opportunities are capped and determined in a formulaic manner, subject to committee
discretion. All discretionary variable remuneration awards, including those for the Executive
Directors, are funded from the same variable remuneration pool.
Since inception in 1991, Ninety One has been built upon a foundation of entrepreneurship,
anditcontinues to operate with this founder/owner mindset. On listing, Ninety One introduced
new employee share schemes to enable the deferral of variable remuneration into Ninety One
shares. Ninety One also introduced an HMRC-approved SIP, which allows UK staff to purchase
shares in Ninety One, in a potentially tax advantaged way. Through these employee share
schemes and the participation of senior leadership in the Marathon Trust, people who work
forthe firm collectively own more than 29% of Ninety One.
Non-Executive Directors – policy table
Element Policy
Fees Non-Executive Directors’ fees are industry competitive and reflect the skills,
experience and time required to undertake their roles. The fees cover the dual
rolesthat the Directors perform in relation to Ninety One plc and Ninety One Limited.
Feesfor the Chairman are determined by the committee, while fees for other
Non-Executive Directors are determined by the Board. Non-Executive Directors
donot participate in the determination of their own fees. Fees are paid in cash and
reviewed annually.
Non-Executive Directors receive a basic annual fee. Fees are also payable for
additional responsibilities, including to the Chairman, the Senior Independent Director
and for serving as a chairperson or member of major board sub-committees.
Remuneration for Non-Executive Directors will not exceed £5 million per annum in
aggregate or such higher amount as may be determined by an ordinary resolution
ofNinety One.
Benefits
andOther
Non-Executive Directors are entitled to be reimbursed for all reasonable expenses
properly incurred in the performance of their duties (including any tax thereon)
andtobe provided with cover under Ninety One’s directors’ indemnity insurance.
The Non-Executive Directors are not entitled to receive any other benefits, bonuses
orshare awards.
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Directors Remuneration Report
Annual Report on Remuneration
This section of the Directors’ Remuneration Report sets out the remuneration paid to the Executive Directors and Non-Executive Directors of Ninety One in respect of the financial year 2026.
Sections that are subject to audit are indicated as such.
Single figure of remuneration (audited)
The table below sets out the total remuneration received by the Directors in respect of the financial year 2026, as well as the financial year 2025 (in £’000).
2026 Salary/fees Benefits
Total fixed
remuneration
EIP single incentive
Formulaic
outcome
Discretionary
adjustment Cash award
1
Deferred
award
2
Total variable
remuneration
Total
remuneration
Executive Directors
Hendrik du Toit 651 15 666 2,317 219 1,902 634 2,536 3,202
Kim McFarland 516 17 533 1,855 175 1,522 508 2,030 2,563
Total 1,167 32 1,199 4,172 394 3,424 1,142 4,566 5,765
Non-Executive Directors
Gareth Penny 234 – 234 – – – – – 234
Colin Keogh 37 – 37 – – – – – 37
Charles Harman 64 – 64 – – – – – 64
Idoya Basterrechea Aranda 92 – 92 – – – – – 92
Victoria Cochrane 97 – 97 – – – – – 97
Busisiwe Mabuza 118 – 118 – – – – – 118
Khumo Shuenyane 93 – 93 – – – – – 93
Total 735 – 735 – – – – – 735
Notes to the table (audited)
Fixed remuneration
No changes were made to fixed remuneration for the financial year 2026.
Pension
The Executive Directors are not entitled to any pension benefits.
Benefits
For the financial year 2026, benefits for the Executive Directors included private medical
insurance, disability insurance and life cover, which are the benefits generally offered to Ninety
One employees. These benefits are funded by sacrificing a portion of their fixed remuneration.
1. The cash EIP award in respect of the financial year 2026.
2. The deferred EIP award in respect of the financial year 2026, which is subject to ongoing service conditions only.
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2025 Salary/fees Benefits
Total fixed
remuneration
EIP single incentive
Formulaic
outcome
Discretionary
adjustment Cash award
3
Deferred
award
4
Total variable
remuneration
Total
remuneration
Executive Directors
Hendrik du Toit 648 18 666 2,285 – 457 1,828 2,285 2,951
Kim McFarland 518 15 533 1,829 – 1,372 457 1,829 2,362
Total 1,166 33 1,199 4,114 – 1,829 2,285 4,114 5,313
Non-Executive Directors
Gareth Penny 200 – 200 – – – – – 200
Colin Keogh 120 – 120 – – – – – 120
Idoya Basterrechea Aranda 90 – 90 – – – – – 90
Victoria Cochrane 95 – 95 – – – – – 95
Busisiwe Mabuza 105 – 105 – – – – – 105
Khumo Shuenyane 80 – 80 – – – – – 80
Total 690 – 690 – – – – – 690
3. The cash EIP award in respect of the financial year 2025.
4. The deferred EIP award in respect of the financial year 2025. The face value of the deferred EIP award set out above was
determined using an average share price of £1.776156 per Ninety One plc share over the period 5 June to 2 July 2025.
Thisequated to awards of 1,029,362 and 257,437 shares to Hendrik du Toit and Kim McFarland, respectively. These awards
are subject to ongoing service conditions only.
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Awards under the EIP in respect of the financial year 2026 (audited)
The following section sets out the EIP targets and measures and the committee’s assessment of
outcomes for the financial year 2026. The EIP for the financial year 2026 operated in line with
the Policy.
Financial performance – three years
Measure Weighting
Threshold
(25%)
Target
(50%)
Stretch
(100%)
Actual
performance
Outcome as % of the
maximum award
opportunity
Average annual
growthin adjusted
EPS
1
36.6% 2.0% 4.0% 8.0% 0.6% 0%
Investment
performance
2
9.2% 50.0% 62.5% 75.0% 61.5% 4.4%
Net flows
3
9.2% 1.0% 2.5% 4.0% -3.0% 0%
55.0%
Financial performance – one year
Measure Weighting
Threshold
(25%)
Target
(50%)
Stretch
(100%)
Actual
performance
Outcome as % of the
maximum award
opportunity
Adjusted EPS
1
13.4% 13.2p 13.9p 15.5p 17.4p 13.4%
Investment
performance
2
3.3% 50.0% 62.5% 75.0% 63.0% 1.7%
Net flows
3
3.3% 1.0% 2.5% 4.0% 2.2% 1.5%
20.0%
1. Adjusted EPS is the primary measure of Ninety One’s financial performance. Our long-term objective is to grow adjusted
earnings consistently, recognising the potential significant impact of market volatility on financial results. Measured as per
the definition of adjusted EPS on page 160.
2. As an active investment manager, investment outperformance is critical to delivering value to our clients. Our objective is
todeliver investment outperformance in the long run. As such, performance is measured over multiple time periods, with
higher weightings for longer time periods. Measured as the proportion of firm-wide AUM outperforming basic benchmarks
on an asset-weighted basis, weighted over one (20% weighting), three (30% weighting) and five (50% weighting) years.
3. The achievement of net flows is a key driver of value. Our long-term objective is to grow and diversify our asset and
clientbase by consistently generating positive net flows. The torque ratio will be the metric used to measure success.
EIP
The graphic below illustrates the operation of the EIP for awards granted for financial year 2026:
Adjusted EPS
Investment
performance
Net flows
Adjusted EPS
Investment
performance
Net flows
Adjusted EPS
Investment
performance
Net flows
Lifespan of a single award extends over eight years
Y1 Y2 Y3
55%
Maximum
award 800%
of fixed
remuneration
Short- and
long-term
targets are
measured
to determine
the value of
the award
50%
cash
50%
deferred
over
3 years
Normally, up
to 50% of the
award is paid
in cash (or up
to 75% if
minimum
shareholding
requirement
is exceeded)
50%
released
50%
released
Y4 Y5 Y6 Y7 Y8
Deferred element of the award
would be delivered as forfeitable
shares deferred for a period of
three years
A further two-year holding period
would apply with shares being
released 50% at the end of years
seven and eight respectively
Annual financial
performance
– above measures
Annual
non-financial
performance
20%
25%
Long-term element measured on trailing
basis over the three years up to and
including the performance year
Short-term element measured annually
at the end of the performance year
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Non-financial performance – holistic assessment of performance over one year
Measure
What does stretch
performancelooklike?
Assessment
Summary of achievements
Key employee retentionand succession planning
Weighting: 25%
Global staff
turnover
Acceptably low turnover
relative to historic trends, and
stability in key investment and
client roles
Global employee turnover was 7.7% for financial year 2026 (2025: 8.7%), which is 18.9% below the 5-year average of 9.5%. Voluntary employee
turnover was 5.5% for financial year 2026 (2025: 7.0%), which is 24.7% below the 5-year average of 7.3%.
Senior global
leadership team
turnover
Very low turnover and carefully
managed transition plans
where there is turnover
There was no employee turnover within the senior leadership group during the financial year 2026, indicating very stable leadership within the
organisation, which is especially pleasing given the significant structural leadership changes that were implemented this year.
Talent and work
environment
Committee judgment based
onobservations of the work
environment over the course
ofthe performance period,
inparticular recognising any
progress made in relation to
evolving diversity and inclusion
Senior leadership maintained a high level of accessibility and engagement throughout the year, actively participating in global staff updates,
leadership offsites and employee engagement forums. Workforce engagement feedback indicated that employees feel valued, supported and
have a clear understanding ofthe firm’s purpose and strategy.
We met our previous Women in Finance Charter target of 36% female representation in senior roles by2026, reporting 39% in 2025, and targeting
40% by 2030. This is a meaningful milestone reflecting sustained and deliberate progress. In South Africa, we retained our Level 1 Contributor
status under the B-BBEE scorecard for the fourth consecutive year, a reflection of the consistency and seriousness of our transformation
commitments.
Our employee-led groups – Ninety One Inspire, Ninety One Active, Ninety One Proud, Ninety One Social, Ninety One Green and the NinetyOne
Community Fund – continued to thrive, fostering connection, inclusion and a sense of belonging across the firm.
Succession
planning
Committee judgment based
onobservations of the next
generation talent and Board
discussions around succession
planning
Succession planning remained a strategic priority, evidenced by the evolution of Ninety One’s senior management structures – new management
committees, an expanded Executive Committee and Chief Investment Officer office – illustrating the depth of our leadership pipeline and our
commitment to intergenerational succession.
A formal leadership development programme was introduced to develop future-fit leaders across the firm. Alongside this, excellence frameworks
were established to set clear and consistent expectations for high performance – providing a shared language for what excellent looks like at
Ninety One and a structured basis for developing internal talent.
Targeted external hiring was undertaken to complement internal development efforts, focused on roles critical to evolving client needs and
long-term business strategy. These hires were selected deliberately tostrengthen future leadership capability, deepen talent density and bring
therange of perspective a future-fit firm requires. Development plans continued to be implemented to nurture existing talent, ensuring individual
growth aligns with the firm’s pursuit of long-term excellence.
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Measure
What does stretch
performancelooklike?
Assessment
Summary of achievements
Relationships andreputation
Weighting: 25%
Annual Human
Capital led culture
and values
initiatives
Rollout of multi-faceted
employee engagements,
withsignificant participation
bythe Executive Directors and
the senior leadership group
Executive Directors and senior leaders maintained strong visibility through regular firmwide communications, in-person engagements and senior
leadership podcasts – reinforcing trust and strategic alignment.
AI was a firmwide priority during the year, driven from the top with clear conviction – senior leadership set an unambiguous expectation that
integrating AI into everyday ways of working is fundamental to how Ninety One pursues excellence and remains future-fit.
Talent density and intergenerational readiness remained key priorities. The evolution of Ninety One’s senior management structures gave concrete
form to our succession planning and the generational depth we have been deliberately cultivating, supported by a formal leadership development
programme and the rollout of excellence frameworks to develop future-fit leaders.
Selective external hires were made to strengthen leadership capability for long-term growth.
Across all engagement and leadership activity, there was a deliberate focus on executional discipline and maintaining high standards, reflecting our
ambition to deliver consistent excellence internally and externally.
Reputational and
regulatory issues
Healthy and constructive
relationships with regulators
globally. Routine audits/
investigations concluded
without any material issues
being raised. Appropriate
mitigation responses put in
place to any matters raised.
Our relationships with regulators around the globe remain healthy and constructive, and in South Africa, regulatory enforcement linked to
SouthAfrica’s “greylisting” by the Financial Action Task Force was effectively handled, leading to materially reduced enforcement consequences,
andultimately stronger relationships with these regulators.
Several regulators conducted routine audits and/or inspections during the past year. Regulatory issues raised received attention from senior
leadership and the firm’s various risk management functions. Remediation work was either completed or is in process.
The most significant matters considered by the Audit and Risk Committee over the year were risk events and performance issues with key
outsource partners. The Audit and Risk Committee has assessed the mitigation responses to these challenges and was satisfied that they
havebeen well-managed.
There are no material outstanding issues to be resolved as a result of internal audit procedures completed during the year.
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Measure
What does stretch
performancelooklike?
Assessment
Summary of achievements
Commitment tosustainability
Weighting: 25%
The progress
against objectives
identified by the
Board from time to
time under Ninety
One’s sustainability
framework
Committee judgment based on
interactions and observations
(including comparisons with
industry peers), combined with
specific progress objectives
/
Reporting and investment stewardship
We continued to execute high-quality sustainability reporting this year, including through our Sustainability and Stewardship report, client
reporting, our Principles of Responsible Investment report and our reporting obligations under the UK Stewardship Code. Our climate strategy
resolution received high levels of shareholder support at the 2025 AGM, indicating strong shareholder satisfaction with the quality of our climate
disclosures and our focus on financially material sustainability factors.
We reviewed our transition plan and net-zero strategy to ensure it remains robust, aligned with our long-term objectives and is focused on
supporting real-world decarbonisation.
33 Transition Plan Assessments were completed, including first-time evaluations and reassessments, reflecting 41% of financed emissions.
We made a backwards step towards achieving our 2030 emissions transition target (namely, that by 2030 at least 50% of corporate emissions
(debt and equity) financed by Ninety One will be generated by companies with Paris-aligned science-based transition pathways). As at year-end for
financial year 2026, this stood at 14.7% (2025: 17.4%). Progress was also muted on our 2030 AUM target (namely, that by 2030 the proportion of
our corporate AUM covered by Paris-aligned science-based transition pathways will meet the SBTi requirements for Ninety One to obtain a verified
SBTi). We are targeting 56% of our corporate AUM. As at financial year-end 2026, the proportion stood at 35.9% (2025: 36.1%). Our Scope 1 and 2
data shows that we are on the right trajectory to hit the SBTi-aligned targets for 2030.
Our engagements with investee companies continued to mature over the year, taking a holistic approach to achieving change, combining a focus
on policy/sovereign engagement. We have also increasingly looked to address systemic risks through an ‘all-systems’ approach, pulling levers
across our sustainability framework. This has included exerting influence through the allocation of capital, engagement with investee companies,
sovereign engagement, policy advocacy and industry collaboration. In addition, we evolved our sustainability strategy to strengthen the focus on
emerging risks, including physical climate and nature risks, and responsible technology adoption.
Sustainability product offering
We have continued to offer high-quality sustainability products that achieve real-world sustainability outcomes. For example:
ɼ EM Transition Debt closed the year with over US dollar 600 million in assets.
ɼ We are actively developing products that will contribute to positive social and sustainable outcomes (e.g. Emerging Markets Infrastructure Debt),
including reducing or avoiding carbon dioxide through investments in companies enabling and benefitting from decarbonisation.
ɼ We invested US dollar 1.3bn in assets delivering measurable impact via our sustainable methodologies.
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Measure
What does stretch
performancelooklike?
Assessment
Summary of achievements
Commitment tosustainability continued
Weighting: 25%
Advocacy and engagement
The prior financial year’s significant advocacy work and engagement with press, industry and clients continued in 2026. We have established
ourselves as a key voice on a just and inclusive transition, especially in emerging markets – as opposed to simple portfolio decarbonisation,
highlighting that this transition needs to be funded.
Activities undertaken in our Advocate pillar included:
ɼ A continued emphasis on the importance of a fair and inclusive transition for emerging markets, adequately financed through active investment
rather than divestment.
ɼ Co-chairing the UK Emerging Markets and Developing Economies Investor Taskforce, strengthening collaboration between government and
industry on actions to mobilise capital for sustainable investment in emerging markets. These efforts are starting to convert into mobilisation
ofadditional capital to Emerging Markets.
ɼ Contributing towards the development of the UK Transition Finance Council transition finance guidelines to provide a credible baseline for
assessing transition investments.
In addition, we won the 2025 Association of Black Securities and Investment Professionals Financial Services Sector Sustainability Award, and the
2026 Alexforbes Paragon Impact Just Transition and Economic Inclusion Award.
Strategic progress
Weighting: 25%
The progress
against strategic
initiatives
specifically
identified by the
Board from time to
time. This could
include growth
initiatives in
respect of new
products,
strategies or
geographies.
Strong strategic execution,
with current product offering
remaining client relevant and
diverse across asset classes
and investment styles
We sharpened our strategic focus during the year by organising the business around three clearly defined opportunity sets:
ɼ International public markets, where we see significant commercial opportunity as demand recovers for active management in international
andemerging market strategies;
ɼ Southern Africa, where we intend to extend our market leadership; and
ɼ private markets, where we continue to expand our offering in private credit and infrastructure strategies.
Our current product offering, including asset class and style mix, remains relevant to clients, as evidenced by the return to positive net flows across
multiple asset classes – Emerging Markets equities, Emerging Markets fixed income, private credit and multi-asset. There has been renewed interest
in core global equities, as evidenced by net flows and a growing demand pipeline. On the other hand, demand for our Quality stylehas softened, as
has demand for sustainable equity.
Our return to net flows during the year represented a significant turnaround from the prior year. There were positive net flow contributions from
multiple client groups (Americas, Asia Pacific and Europe), strategic partnerships, and our South African platform. Our build-out of the Middle East
continued, and we now have investment and client group representation in the region.
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Measure
What does stretch
performancelooklike?
Assessment
Summary of achievements
Strategic progress continued
Weighting: 25%
Ensuring that the firm is
well-positioned to capture
newgrowth through the
development of the right
products and strategies
forfuture client demand
Our product offering remains diversified across asset classes, geographies and investment styles to suit varying client needs. It is well positioned
for future client demand and growth.
The Ninety One Foundry, which was established during financial year 2026, works to support new strategic initiatives with pace and intent, such as
strengthening in-region presence in key emerging markets, advancing our digital finance initiatives and embracing AI-related innovation.
During the year, we advanced a number of initiatives aligned with where we see long-term investment opportunities and returns for our clients:
ɼ In Asia, we progressed the development of a joint venture with Arc Avenue Asset Management, an alternative investment firm with deep regional
experience, appointing a dedicated Chief Investment Officer for this business. Themain purpose of this collaboration is to enhance
ourinvestment capabilities and client offering in this important region.
ɼ In South Africa, we established a digital finance unit, successfully launching a blockchain-based wallet underpinned by a Rand-denominated
money market fund.
ɼ We also launched our first actively managed exchange-traded funds on the Johannesburg Stock Exchange, making our active investment
expertise available in a new format for clients.
ɼ In private markets, we continued to expand our offering, with strong product momentum including new launches across South African infrastructure
credit, and continued progress toward the launch of an Emerging Markets Infrastructure Debt strategy.
ɼ In the Americas, we are evolving our product offering to include collective investment trusts and actively managed exchange-traded funds,
which we think are better suited to the distribution opportunity we have in that market.
Over the past year we pursued and established three significant partnerships with Sanlam, State Street Investment Management and Arc Avenue
Asset Management, which will help drive future growth.
Significant client activity in the
professionally intermediated
channels globally
We believe in building enduring and deep relationships across institutional and advisor clients, where we continued to maintain and grow a diverse
asset base in key markets.
The completion of our strategic partnership with Sanlam during the financial year represents a significant milestone. The UK transaction was
completed in June 2025, with £1.9 billion of assets under management transferred to Ninety One. The South African transaction completed in
February 2026, with approximately £16.4 billion of additional assets under management at the take-on date. Under this initial 15-year relationship,
Ninety One has become Sanlam’s primary active investment manager for single-managed local and global products, with preferred access to their
extensive South African distribution network. Thispartnership will strengthen our competitive position in a key operating region for Ninety One.
We continued to deepen our client relationships across our locations, further building out our North American institutional team and bringing our
UKand Europe client groups under a single leadership structure.
In South Africa, we expanded our corporate cash business to pursue significant growth opportunities.
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Measure
What does stretch
performancelooklike?
Assessment
Summary of achievements
Strategic progress continued
Weighting: 25%
Standout and impactful delivery
by the global sustainability team
over the performance period,
ensuring that sustainability is
embedded throughout the
business, including the
investment processes, client
engagements, Ninety One’s
workplaces and community
initiatives
We continued to advance on our sustainability agenda in financial year 2026 with progress made across our three pillars of Invest, Advocate and Inhabit.
Notable highlights across our Invest and Advocate pillars included steady progress against our emissions transition and AUM targets, and strong
progress around our sustainability advocacy work. These are documented in more detail on the previous pages.
Progress made in our Inhabit pillar included:
ɼ Opened our refurbished Cape Town office, significantly improving energy and water efficiency.
ɼ Held employee engagements aimed at equipping our people to use technology, particularly AI, effectively and responsibly.
ɼ Invested in a better tomorrow via our Ninety One For Tomorrow initiatives, which focus on the communities where we operate.
Thesearetypically multi-year programmes and included:
Education:
ɼ Changeblazers: Enabling high-potential, under-resourced students to access and thrive at tertiary institutions
ɼ RedSTART: Early life financial literacy enabling social mobility
ɼ The Bookery: Creating libraries and literacy programmes for young kids
Conservation:
ɼ Tusk: Honouring the men and women who put their lives on the line to protect natural assets
ɼ Ninety One Accelerator: Ninety One has partnered with The Earthshot Prize to launch the Ninety One Accelerator, designed to support
innovative high-impact South African solutions to ensure that they are investment ready and better positioned to scale their businesses
Community development:
ɼ UCT Development Policy Research Unit: Occupational matching for South Africa’s coal labour market
ɼ Water & sanitation research: Wits H2O & UJ Department of Health and Water
Community water infrastructure projects
ɼ Songo,info: Sports and education charity in Kayamandi, Stellenbosch
ɼ Bulungula Incubator: Creating a vibrant, thriving rural community in one of South Africa’s poorest areas
Continually invest in our people
and build an intergenerational
business
To support the retention of high-potential individuals, we offered structured long-term incentive plans and development opportunities, including
leadership roles, coaching and strategic project exposure. These initiatives reflect our commitment to building enduring careers at Ninety One and
ensuring our people have the opportunity to thrive while contributing meaningfully to the firm’s excellence. The introduction of new management
committees – alongside an expanded Executive Committee and Chief Investment Officer office – gave tangible form to our intergenerational ambitions,
demonstrating that succession at Ninety One is planned, principled and oriented toward building a future-fit firm. Developing people who are equipped
to work with AI as a natural part ofhow they operate is integral to that ambition – ensuring Ninety One’s talent is as future-fit as its strategy.
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Measure Summary of achievements
Outcome for non-financial element (% max)
90.0%
Total formulaic EIP outcome (% max)
43.5%
Committee discretionary adjustment factor
4.1%
Final EIP outcome (% max)
47.6%
Explanation of final awards
Under the Policy, the committee retains discretion to consider performance holistically and
adjust formulaic outcomes to ensure that the final EIP awards are aligned with the sustainable
performance of Ninety One and our purpose to deliver value over the long term.
In determining the level of awards under the EIP, the committee gave consideration to the
formulaic outcome, focusing in particular on whether this was appropriate, and a fair reflection
of the underlying performance of the business. In this regard, the committee took into account
the following:
ɽ The actual performance and the context in which this was achieved;
ɽ the stretching targets set by the committee;
ɽ the relative performance of Ninety One’s peers; and
ɽ the shareholder, client and wider workforce experience over the period, with particular
reference to the remuneration outcomes of other senior leaders in the business.
The committee acknowledged that the Executive Directors had performed strongly in
executing on their strategic priorities, including embedding new and expanded leadership
structures, materially improving the overall business performance in a market environment
thatcontinued to be challenging, ensuring the completion of the Sanlam transaction, and
implementing several important growth-focused initiatives. Taking this into account, the
committee determined that the formulaic outcome did not represent a fair alignment between
pay and performance and, for these reasons, the committee exercised its discretion to increase
the overall outcome under the EIP scorecard. This represented 4.1% of the maximum award
opportunity, amounting to £218,630 for Hendrik du Toit, and £174,969 for Kim McFarland.
The EIP awards were therefore £2,536,128 for Hendrik du Toit and £2,029,664 for Kim McFarland.
Recognising the significant shareholder alignment that already exists by virtue of the Executive
Directors’ shareholdings which materially exceed the minimum requirements, the committee
determined that 25% of these awards would be deferred into shares in Ninety One plc. The
remainder of the awards were paid in cash. The deferred elements of the EIP awards will be
granted after the announcement of the financial year 2026 results, and will be subject to
vesting and mandatory retention periods as prescribed under the Policy.
Malus and clawback application
In line with the UK Corporate Governance Code 2024 requirements, the committee confirms
that there was no application of malus and clawback provisions under the Policy in the
reporting period.
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Statement of Directors’ shareholdings and share interests (audited)
Breakdown of share interests
The Directors and their associates/connected persons owned ordinary shares and held share scheme interests in Ninety One plc and Ninety One Limited
ordinary shares as at 31 March 2026 per the table below.
The legacy share scheme interests listed below were granted to Hendrik du Toit and Kim McFarland in their capacity as executive directors of Investec.
These awards are conditional on continued service with Ninety One.
The EIP awards in respect of the financial year 2026 will be granted after financial year-end.
As at 31 March 2026 As at 31 March 2025
Shares owned outright
Legacy Investec
share scheme
interests
3
Ninety One share
scheme interests
Total share scheme interests
andsharesowned outright
4
Total share scheme interests
andsharesowned outright
Ninety One
plc
Ninety One
Limited
Ninety One
plc
Ninety One
plc
Ninety One
plc
Ninety One
Limited
Ninety One
plc
Ninety One
Limited
Hendrik du Toit 2,734,914 – 88,918 2,384,167 5,207,999 – 4,028,388 316,772
Kim McFarland 1,095,741 6,575 56,882 1,341,688 2,494,311 6,575 2,695,345 6,575
Victoria Cochrane 19,681 – – – 19,681 – 19,681 –
Khumo Shuenyane 12,684 – – – 12,684 – 12,684 –
Colin Keogh N/A N/A N/A N/A N/A N/A 41,784 –
Forty Two PointTwo
2
209,683,174 46,867,999 – – 209,683,174 46,867,999 208,134,286 46,867,999
Total
1
213,546,194 46,874,574 145,800 3,725,855 217,417,849 46,874,574 214,932,168 47,191,346
1. No other Directors held any interests in Ninety One shares as at 31 March 2026.
2. Forty Two Point Two is a company wholly owned by the Marathon Trust, both of which are associates/connected persons of Hendrik du Toit and Kim McFarland. The Marathon Trust is along-term
share ownership vehicle that was established to enable key employees of Ninety One, including Hendrik du Toit and Kim McFarland, to collectively participate in an indirect equity shareholding in
Ninety One. Participatory interests in the Marathon Trust are not interests in an employee share scheme. Forty Two Point Two’s acquisition of its shareholding in Ninety One has been, and future
share acquisitions are expected to be, funded by personal capital provided by the participants in the Marathon Trust and/or third-party debt-funding assumed by Forty Two Point Two. A portion
of the Ninety One shares held by Forty Two Point Two are pledged in terms of the third party debt-funding arrangements. Voting rights in relation to the shares pledged remain with Forty Two Point
Two. At 31 March 2026, the Executive Directors’ Marathon participations equated to an indirect equity shareholding of2.99% in the case of Hendrik du Toit and 1.90% for Kim McFarland.
3. Details of the legacy Investec share scheme interests at 31 March 2026 can be found in the Investec share scheme interests table on page 97.
4. Between 31 March and 21 May 2026 (being the last practicable date prior to the finalisation of this report), there were no movements in the share interests of the Directors or their associates/
connected persons.
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Investec share scheme interests
Share scheme Details
Investec 2019 LTI These awards vest equally over a period of five years and are subject to a
12-month retention period after each vesting date. These awards are not
subjectto any further performance conditions.
Investec 2020 LTI These awards vest equally over a period of five years and are subject to a
12-month retention period after each vesting date. These awards are not
subjectto any further performance conditions.
Vesting date
Ninety One plc shares
Vesting %
Hendrik
duToit
Kim
McFarland
Tranche 1 – 05 June 2023 20% Already vested
Tranche 2 – 06 June 2024 20% Already vested
Tranche 3 – 06 June 2025 20% Already vested
Tranche 4 – 06 June 2026 20% 26,617 21,302
Tranche 5 – 06 June 2027 20% 26,622 21,305
Shareholding guidelines (audited)
To ensure the alignment of the financial interests of Executive Directors with those of
shareholders, the Executive Directors are required to maintain an interest in Ninety One shares.
This requirement is equivalent to 1,000% of fixed remuneration for the Chief Executive Officer
and 800% of fixed remuneration for the Finance Director. Each of the Executive Directors
materially exceeds this requirement.
The Chief Executive Officer will be required to maintain a minimum interest in shares in NinetyOne
equivalent to 500% of fixed remuneration for a period of two years after the termination ofhis
employment. The Finance Director will be required to maintain a minimum interest in shares in
NinetyOne equivalent to 400% of fixed remuneration for a period of two years after the termination
of her employment. Participations in the Marathon Trust will count towards this requirement.
Payments to past directors (audited)
There were no payments to past directors in the financial year 2026.
Payments for loss of office (audited)
There were no payments to Directors for loss of office in the financial year 2026.
Total shareholder return (“TSR”) performance
The graph below shows Ninety One’s TSR performance from admission to 31 March 2026
relative to the TSR performance of the FTSE 250 excluding Investment Trusts. This index has
been chosen because it is a broad equity market index, and Ninety One is a constituent of
thisindex.
TSR performance (monthly)
260
TSR index
80
100
140
120
160
180
200
220
240
Mar
2021
Sep
2021
Mar
2020
Sep
2020
Mar
2026
Mar
2022
Sep
2022
Mar
2023
Sep
2023
Mar
2025
Sep
2025
Mar
2024
Sep
2024
Ninety One FTSE 250 (exc. Investment Trusts)
Chief Executive Officer historic remuneration
The following table sets out Hendrik du Toit’s total remuneration since 1 March 2020.
2020
1
2021 2022 2023 2024 2025 2026
Total single figure (£’000) 555 4,866 5,408 3,223 2,584 2,951 3,202
EIP awards
(% of themaximum) N/A 79% 89% 48% 36% 43% 48%
1. Remuneration awarded in respect of the Chief Executive Officer’s service to Ninety One between 1 March and 31 March
2020. The EIP applied for the first time in respect of financial year 2021. For the financial year 2020, the committee decided
to make a one-off variable remuneration award to the Chief Executive Officer, payable in cash, in recognition of his material
time and effort devoted to the Ninety One business in addition to his commitments as an Executive Director of Investec.
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Percentage change in Directors’ remuneration
The following table sets out the percentage change in fixed remuneration and variable remuneration for the past four performance years. This is presented separately for each Director, together
withthe average percentage change for other group employees. UK regulations require the following disclosures to be made for Ninety One plc. However, as Ninety One plc has no employees,
thedisclosure is instead presented for employees of the Ninety One plc group.
2026 2025 2024 2023 2022
Fixed
1,2
Variable
3
Fixed Variable Fixed Variable Fixed Variable Fixed Variable
Executive Directors
Hendrik du Toit 0% 11% 0% 19% 0% -25% 0% -46% 0% 13%
Kim McFarland 0% 11% 0% 19% 0% -25% 0% -46% 0% 13%
Non-Executive Directors
Gareth Penny 17% N/A 0% N/A 0% N/A 14% N/A 0% N/A
Colin Keogh -69% N/A 0% N/A 0% N/A 0% N/A 0% N/A
Idoya Basterrechea Aranda 2% N/A 0% N/A -10% N/A 0% N/A 0% N/A
Victoria Cochrane 2% N/A 0% N/A 0% N/A 0% N/A 0% N/A
Busisiwe Mabuza 12% N/A 0% N/A 0% N/A 2% N/A 8% N/A
Khumo Shuenyane 16% N/A 0% N/A 14% N/A 49% N/A N/A N/A
Charles Harman N/A N/A – – – – – – – –
Employees of Ninety One 5% 14% 4% 7% 5% 0% 5% -9% 8% 24%
1. The Executive Directors are entitled to the benefits generally offered to Ninety One employees, but do not receive any pension benefits. The table above presents a comparison of total fixed remuneration (inclusive of benefits) across the NinetyOne plc group.
Webelieve this presents the best comparison of salary and benefit changes across this group.
2. The fixed increases included in the table above for Non-Executive Directors reflect the timing of their appointment to the Board and/or appointment to Board committees. Fixed remuneration for the Non-Executive Directors reflects the period served on the Board
and any sub-committees during the relevant financial year,
3. Calculated as the average change in fixed and annualised variable remuneration for all employees of the Ninety One plc group who were included in the financial year 2026 annual compensation review.
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Relative importance of spend on pay
The following graphs illustrate Ninety One’s profit after tax, employee remuneration and dividends
for 2026 and 2025.
Profit after tax
£m
2025
2026
40200 1808060 100 140120 160
Total employee remuneration
£m
2025
2026
500 300150100 250200
Dividends
£m
1
2025
2026
40200 1808060 100 140120 160
Chief Executive Officer pay ratio
The table below shows the ratio of the single total figure of remuneration for the Chief Executive
Officer relative to the 25th, 50th and 75th percentile annual remuneration of full-time equivalent
UK employees. These total remuneration percentiles have been calculated based on fixed
remuneration at 31 March 2026 and variable remuneration awarded in respect of the financial
year 2026. Where an identified employee was part-time or only employed for part of the year,
their annual remuneration figures have been converted to a full-time annual equivalent.
Financial year Option 25th percentile 50th percentile 75th percentile
2026 A 28 : 1 19 : 1 12 : 1
2025 A 27 : 1 18 : 1 11 : 1
2024 A 25 : 1 16 : 1 10 : 1
2023 A 33 : 1 21 : 1 12 : 1
2022 A 55 : 1 35 : 1 19 : 1
2021 A 53 : 1 35 : 1 20 : 1
2020
2
A 38 : 1 24 : 1 13 : 1
UK regulations require this disclosure, and provide three options in relation to the methodology
used to calculate the ratio, termed Options A, B and C. Ninety One has chosen to calculate
theChief Executive Officer pay ratio using Option A. This method was chosen because it is
statistically the most accurate and it should provide, as far as possible, a like-for-like comparison
between employee and Chief Executive Officer pay. This method entails calculating the total
remuneration of all UK employees, employed as at the end of the financial year 2026, to identify
the total remuneration at the 25th, 50th and 75th percentiles. The total remuneration value for
theemployees at the 25th, 50th and 75th percentiles was £112,653, £166,303 and £275,108
respectively, of which the salary component was £82,400, £105,000 and £130,000 respectively.
Ninety One has a group-wide remuneration policy which applies to all staff globally, including
those in the UK. The Directors’ Remuneration Policy has been formulated using the same
principles that underpin the group-wide remuneration policy. The committee recognises that
the Chief Executive Officer pay ratio will fluctuate from year to year due to the variety of factors
that will influence this ratio, specifically the fact that the Executive Directors will be measured
exclusively on group-wide performance. The committee therefore does not target a specific
pay ratio but will consider trends in the movement of the ratio over time.
The committee is satisfied that these outcomes are reflective of underlying individual performance
and contributions and therefore are consistent with Ninety One’s pay and reward policies.
2. The Chief Executive Officer was appointed on 1 March 2020, one month before the end of the financial year 2020, meaning
the Chief Executive Officer pay ratio using actual remuneration outcomes for the financial year 2020 did not reflect a
consistent comparison to the full-time equivalent total remuneration of UK employees. The Chief Executive Officer pay ratio
for 2020 therefore uses normalised remuneration for the Chief Executive Officer, assuming on-target performance levels.
1. Includes capital distributions to shareholders in the form of share buybacks, and both interim dividend paid and final dividend
recommended.
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South African remuneration disclosure requirements
South African regulations require the following disclosures to be made for Ninety One Limited.
However, as Ninety One Limited has no employees, the disclosure is instead presented in ZAR
for South African employees of the Ninety One Limited group.
Highest total remuneration 39,500,000
Lowest total remuneration 267,000
Average total remuneration 2,351,898
Median total remuneration 1,052,000
Ratio between top and bottom 5% 36
Figures in the table above have been calculated for all South African employees who were
included in the financial year 2026 annual compensation review. Where an identified employee
was part-time or only employed for part of the year, their year-end annual remuneration figures
have been converted to a full-time annual equivalent. Consistent with the rest of this report,
variable remuneration includes amounts awarded in respect of financial year 2026.
Implementation of the Policy in the financial year 2027
Fixed remuneration
The Executive Directors’ fixed remuneration is unchanged for the financial year 2027.
Fixedremuneration is inclusive of benefits, which are funded by sacrificing a portion of
fixedremuneration.
Fixed
remuneration
as at 1 April
2026
Hendrik du Toit £666,000
Kim McFarland £533,000
EIP
In line with the Policy, the maximum opportunity for EIP awards to be granted to the Executive
Directors for the financial year 2027 will be 800% of fixed remuneration. The EIP will reward the
achievement of financial and non-financial targets assessed over the one-year, and trailing
three-year, period ending 31 March 2027.
Performance will be measured relative to threshold, target and stretch achievement levels for
financial/quantitative and non-financial/qualitative measures. Award outcomes as a percentage
of the maximum award opportunity will be as follows:
ɽ threshold: 25%
ɽ target: 50%
ɽ stretch: 100%
For performance between the above levels, the award outcome will be determined on
astraight-line basis.
The performance measures and weightings for the financial year 2027 are as follows:
Performance measure Weighting Measurement period
Financial/quantitative measures 75%
one and three years
4
Adjusted EPS
1
50%
Investment performance
2
12.5%
Net flows
3
12.5%
Non-financial/qualitative measures 25%
one year
Key employee retention and succession planning
Relationships and reputation
Commitment to sustainability
Strategic progress
1. Adjusted EPS is the primary measure of Ninety One’s financial performance. Our long-term objective is to grow adjusted
earnings consistently, recognising the potentially significant impact of market volatility on financial results. Measured as
perthe definition of adjusted EPS on page 160.
2. As an active investment manager, investment outperformance is critical to delivering value to our clients. Our objective is to
deliver investment outperformance in the long run. As such, performance is measured over multiple time periods, with higher
weightings for longer time periods. Measured as the proportion of firm-wide AUM outperforming basic benchmarks on an
asset-weighted basis, weighted over one (20% weighting), three (30% weighting) and five (50% weighting) years.
3. The achievement of net flows is a key driver of value. Our long-term objective is to grow and diversify our asset and client
base by consistently generating positive net flows. The torque ratio will be the metric used to measure success.
4. 75% of the award will be determined based on performance relative to financial/quantitative measures. This comprises
55%long-term performance (three years) and 20% short-term performance (one year).
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Financial/quantitative targets
The committee devoted significant energy to identifying a range of performance and
remuneration outcomes that would ensure that the Executive Directors continue to
beincentivised to deliver long-term value for shareholders. The committee considered
NinetyOne’s historical performance together with the absolute and relative performance
ofNinety One’s peers over the long term. The committee believes the targets set in this way
aresufficiently challenging.
Notwithstanding the targets set, the committee retains discretion under the Policy to apply
itsjudgement when determining final remuneration outcomes, to ensure that these are clearly
linked to performance achieved and also reflect the shareholder experience.
Long-term performance will be measured relative to the following three financial/quantitative
targets for the financial year 2029.
Measure Threshold Target Stretch
Annual growth in adjusted EPS 2.0% p.a. 4.0% p.a. 8.0% p.a.
Investment performance 50.0% 62.5% 75.0%
Net flows 1.0% p.a. 2.5% p.a. 4.0% p.a.
The long-term financial/quantitative targets for the financial years 2028 and 2027 are included
in our Integrated Annual Reports for 2025 and 2024, respectively. Both of these reports, and
the remuneration policy, are available on Ninety One’s website at www.ninetyone.com.
The adjusted EPS and net flows targets for the short-term performance period ending 31 March
2027 are considered to be commercially sensitive and are therefore not disclosed here.
Theinvestment performance targets for this period are as per the table above. The committee
will report on the relevant targets set and provide a description of the achievement levels and
outcomes against these measures in the Integrated Annual Report 2027.
Non-financial/qualitative targets
The committee has set stretching objectives for the non-financial measures for the financial
year 2027, all of which are fundamental to the long-term success of Ninety One.
Measure Metric Why it is important
Key employee
retention and
succession planning
The retention and continued
development of the senior
globalleadership team.
Ninety One is a people business at its core.
The stability of its leadership team has a
direct impact on the firm’s ability to attract
and retain AUM.
Relationships
andreputation
The achievement of consistent
relationship outcomes and
continued reputation and
brandstrengthening.
The consistent quality of Ninety One’s
relationships, together with a culture of
good conduct and risk management,
informs our brand and bolsters our
reputation, and is a source of competitive
advantage.
Commitment to
sustainability
The progress against objectives
identified by the Board from time
to time under Ninety One’s
sustainability framework.
From the start, Ninety One has been
committed to investing for a better
tomorrow and sustainability is a key part
ofour purpose as an active asset manager.
We are a long-term focused business,
allocating capital on a global basis to meet
the future needs of society. Our enduring
commitment to sustainability is a key
differentiator.
Strategic progress The progress against strategic
priorities specifically identified
bythe Board from time to time.
This could include growth
initiatives in respect of new
products, strategies or
geographies.
The achievement of strategic priorities
willdrive the future growth of Ninety One.
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Chairman and Non-Executive Director fees
The Non-Executive Directors’ annual fees are unchanged. The fee structure is shown in the
table below:
2026
1
2027
2
Change
£ £ %
Chairman fee
(inclusive of the Non-Executive Director basic fee) 250,000 250,000 –
Senior Independent Director fee
(inclusive of the Non-Executive Director basic fee) 87,500 87,500 –
Non-Executive Director basic fee 72,000 72,000 –
Chairs of the DLC Audit and Risk and DLC Human Capital
andRemuneration Committee additional fee 26,000 26,000 –
Chairs of the DLC Nominations and Directors’ Affairs andDLC
Sustainability, Social and Ethics Committee additional fee 15,500 15,500 –
Committee member supplementary fee 10,500 10,500 –
Directors’ service contracts
The Executive Directors have entered into rolling service contracts with Ninety One.
Thesecontracts are terminable by either party on six months’ written notice.
Non-Executive Directors have not entered into service contracts with Ninety One. They operate
under a letter of appointment under which their appointment can be terminated by either party
on three months’ written notice, except where the Director is not reappointed by shareholders,
in which case termination is with immediate effect.
The DLC Human Capital and Remuneration Committee
The committee’s terms of reference were reviewed and approved on 26 January 2026 and can
be viewed on our website at www.ninetyone.com.
The committee is responsible for determining and developing the Group’s policy for remuneration
of the Chairman of the Board and the Executive Directors. In determining such policies, the
committee will have regard to the need to attract, retain and motivate Directors of the quality
required to run Ninety One successfully, in a way that promotes our strategy and long-term
success. It will also consider all factors including relevant legal and regulatory requirements that
it deems necessary. This includes the FCA Listing Rules, the UK Code, King IV, the Listings
Requirements issued by the JSE Limited and where relevant, FCA Remuneration Codes
covering MIFIDPRU, AIFMD, UCITS, and MiFID II, as well as all associated guidance.
The committee is also responsible for reviewing all employee remuneration arrangements, to
ensure that they are aligned with the strategy, culture and values of Ninety One and the health
and wellbeing of all employees. It also monitors and reviews Ninety One’s compliance with
goodcorporate governance in respect of human capital matters, including the application of
King IV and the Companies Act requirements in South Africa. Lastly, the committee reviews the
engagement levels of all employees and ensures that management takes appropriate action to
ensure the highest possible levels of engagement. In fulfilling its responsibilities, the committee
will work with other Board committees as appropriate.
Committee advisors
Deloitte LLP were re-appointed advisor to the committee for the financial year 2026 as
thecommittee was satisfied with the quality of advice received and was satisfied with their
continued independence. Deloitte is a founding member of, and signatory to, the Code of
Conduct of the Remuneration Consultants Group. Deloitte attend the committee meetings as
appropriate, and provide advice on executive remuneration, best practice and market updates.
The committee has formally reviewed the work undertaken by Deloitte and is satisfied that the
advice it has received has been objective and independent.
Fees paid to Deloitte for executive remuneration consulting during the financial year 2026 were
£16,900 on a time and materials basis.
1. Fees apply from 1 August 2025 – 31 July 2026.
2. Fees apply from 1 August 2026 – 31 July 2027.
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Other Disclosures
Directors’ Report
The Directors present their report for the year ended 31 March 2026.
The Strategic Report, the Governance section and the Annual Report on Remuneration, which
form part of this Integrated Annual Report, include information that would otherwise need to be
included in this Directors’ Report. The Strategic Report and the Directors’ Report together form
the Management Report for the purposes of Disclosure Guidance and Transparency Rules
(“DTR”) 4.1.8 R.
Directors
Directors’ guarantees
There are no guarantees provided by Ninety One plc or Ninety One Limited for the benefit of the
Directors.
Directors’ interests
Information on interests in Ninety One’s share capital at 31 March 2026 is included in
theDirectors’ Remuneration Policy and Annual Report on Remuneration on page 96.
During the year, no Director had any interest in any transaction which was unusual in its nature
or conditions or was significant to the business of Ninety One. The Board remains satisfied,
based on disclosures made and matters considered during the year, that its processes for
identifying and managing Directors’ interests operated effectively.
The UK and South African Companies Acts (together the “Acts”) require Directors to disclose
any direct or indirect material interest they have in contracts, including proposed contracts,
which are of significance to the Group’s business. Directors are required to make these
disclosures at Board meetings, and all disclosures made are recorded in the minutes of
thosemeetings.
Directors’ appointment and removal
The rules governing the appointment, election, re-election and removal of Directors are
contained in Ninety One’s Articles which may only be amended by special resolution of
theshareholders.
Conflicts of interest
Statutory duties with respect to Directors’ conflicts of interest exist under the Acts. The Board
has also adopted procedures, in line with Ninety One’s Articles, to identify, authorise and
manage conflicts of interest. These procedures are supported by a culture of openness and
transparency, and the Board exercises judgement on a case-by-case basis to ensure that any
actual or potential conflicts are appropriately managed in the best interests of the Group.
Directors’ indemnity and insurance
Ninety One’s Articles permit the provision of indemnities to the Directors. Each of the Directors
is entitled to rely on, and has the benefit of, the indemnity against Directors’ liability set out in
theArticles. In addition, Ninety One maintains directors’ and officers’ liability insurance cover
inrespect of legal actions brought against the Directors and officers. No amounts have been
paid under this insurance policy.
Related parties
Ninety One has processes and policies in place to govern the review, approval and disclosure
ofrelated party transactions entered into with Directors, management and staff. Details of the
transactions entered into by the Company with parties who are related to it are set out in note
25 to the consolidated financial statements. The Board is satisfied that the related party
transaction framework operated effectively during the year and supported appropriate
oversight and transparency.
Share capital
Full details of Ninety One’s share capital can be found in note 20 to the consolidated financial
statements.
Issued share capital
The Ninety One plc shares are denominated in pound sterling and traded on the LSE in pound
sterling and on the JSE in South African rand. The issued nominal share capital of Ninety One plc
is£105,513.31 comprising: (i) 672,172,122 Ninety One plc ordinary shares of £0.0001 each;
(ii)332,961,027 Ninety One plc special converting shares of £0.0001 each; (iii) one UK DAS share
of £0.0001; (iv) one UK DAN share of £0.0001; (v) one Ninety One plc special voting share of
£0.0001; and (vi) one NinetyOne plc special rights share of £0.0001, all of which were fully paid
or credited as fully paid.
The Ninety One Limited shares are denominated and trade on the JSE in South African rand.
Theissued share capital of Ninety One Limited comprises: (i) 332,961,027 Ninety One Limited
ordinary shares; (ii) 672,172,122 Ninety One Limited special converting shares; (iii) one SA DAS
share; (iv)one SA DAN share; (v) one Ninety One Limited special voting share; and (vi) one Ninety
One Limited special rights share, all of which were issued at no par value.
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Other Disclosures
The rights attaching to the Ninety One plc shares are uniform in all respects and they form a
single class for all purposes, including with respect to voting and for all dividends and other
distributions declared, made or paid on the ordinary share capital of Ninety One plc. Subject to
the provisions of the UK Companies Act 2006, any equity securities issued by Ninety One plc for
cash must first be offered to the holders of Ninety One plc shares in proportion to their holdings.
The UK Companies Act 2006 and the UK Listing Rules allow for disapplication of pre-emption
rights which may be waived by a special resolution of Ninety One plc, whether generally or
specifically, for a maximum period not exceeding five years.
The rights attaching to the Ninety One Limited shares are uniform in all respects and they form
asingle class for all purposes, including with respect to voting and for all dividends and other
distributions thereafter declared, made, or paid on the ordinary share capital of Ninety One
Limited. Subject to the provisions of the JSE Listings Requirements, any equity securities issued
by Ninety One Limited for cash must first be offered to the holders of Ninety One Limited shares
in proportion to their holdings.
The JSE Listings Requirements allow for disapplication of pre-emption rights which may be
waived by a special resolution of Ninety One Limited, whether generally or specifically, for a
fixed period of time.
In respect of resolutions of each company which is the issuer of such shares, on a show of
hands, every shareholder who is present in person shall have one vote and, on a poll, every
shareholder present in person or by proxy shall have one vote per share held.
Under the terms of the DLC Agreements, any joint electorate action will effectively be voted
upon by the holders of both Ninety One plc shares and Ninety One Limited shares acting
together as a single decision-making body. Furthermore, under the terms of the DLC
Agreements, any class rights action would require the prior approval of the ordinary
shareholders in the other companies voting separately and the approval of its own ordinary
shareholders voting separately. Joint electorate actions and class rights actions are together
expected to cover the majority of the resolutions to be voted upon by the shareholders.
The shares do not carry any rights to participate in a distribution (including on a winding-up)
other than those that exist under the Acts. The Ninety One plc shares will rank pari passu in all
respects and the Ninety One Limited shares will rank pari passu in all respects.
Index to principal Directors’ Report disclosures
Relevant information required to be disclosed in the Directors’ Report can be found in the
following sections:
Information Section in Annual Report Page
Future developments Strategic Report 2 to 54
Business model Strategic Report 6
Stakeholder engagement Our Stakeholders section
ofthe Strategic Report 20 to 25
Employment practices Our People section of the
Strategic Report 24
Environmental, social and governance Strategic Report 2 to 25
Greenhouse gas emissions Sustainability section
oftheStrategic Report 48 to 54
Dividend details Financial Review section
ofthe Strategic Report 12
Corporate governance statement Governance Report 55 to 109
Directors in office during the year Governance Report 62
Directors’ contractual and share-based
remuneration arrangements
Directors’ Remuneration
Policy and Annual Report
onRemuneration 78 to 102
Indemnity provisions Directors’ Report 103
Structure of share capital, restrictions on
thetransfer of securities, voting rights and
significant shareholders Directors’ Report 103 to 105
Disclosure of information to auditors Directors’ Report 107
Risk management in relation to
financialinstruments
Note 27 to the Consolidated
Financial Statements 144 to 148
Post-balance sheet events Note 30 to the Consolidated
Financial Statements 149
Forward-looking statements Shareholder Information 163
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Requirements of UK Listing Rule 9.8.4 R
Information to be included in the annual report and financial statements under UK Listing Rule
9.8.4 R, where applicable, can be found as follows:
Section Description Section in Annual Report Page
(4) Details of long-term incentive schemes
required by Listing Rule 9.4.3 R
Annual Report
onRemuneration 86 to 102
Restrictions on transfer
The shares are freely transferable and there are no restrictions on transfer. The Ninety One plc
shares will have full transferability between the LSE and the JSE as well as the UK share register
and South African branch share register.
Authority to issue shares
The Directors require authority from shareholders in relation to the issue of shares. Whenever
shares that constitute equity securities are issued, these must be offered to existing shareholders
pro rata to their holdings, unless the Directors have been given authority by shareholders to
issue shares without offering them first to existing shareholders. Ninety One will seek authority
from its shareholders on an annual basis to issue shares up to a maximum amount, of which a
defined number may be issued without pre-emption. Disapplication of statutory pre-emption
procedures is also sought for rights issues. These authorities are sought and exercised having
regard to the protection of shareholder rights and the principle of fair treatment of shareholders.
During the financial year, the Group issued shares in exchange for intangible assets and
ordinary shares of Sanlam Investment Management (Pty) Limited in connection with the Sanlam
transaction. Details are set out in notes 20(a) and 29 to the consolidated financial statements
on pages 136 and 149.
Relevant resolutions to authorise share capital issuances will be put to shareholders at the
2026AGM.
Authority to purchase own shares
The Board requires shareholder authority to purchase Ninety One’s own shares and seeks this
authority annually by special resolution. During the financial year, share buyback programmes
operated under the authorities granted at the 2024 and 2025 AGMs. Full details are set out in
note 20(a) to the consolidated financial statements on page 136.
Shares held in Ninety One employee benefit trusts (“EBT”)
There are three EBTs that have been established to facilitate the acquisition of shares in
NinetyOne plc or Ninety One Limited under employee share plans for the benefit of employees
of theGroup.
The Ninety One South Africa EBT (the “SA EBT”) holds ordinary shares in Ninety One Limited
forthe benefit of employees based in Africa, while the Ninety One Guernsey Employee Benefit
Trust (the “GSY EBT”) holds ordinary shares in Ninety One plc for the benefit of employees
based outside of Africa. In addition, Ninety One has established an HMRC-approved Share
Incentive Plan (“SIP”) for the benefit of employees in the UK. The SIP shares are held in trust
(“SIP Trust”).
Terra Nova Trustees (Pty) Ltd, Zedra Trust Company (Guernsey) Limited and Buck Consultants
Share Plan Trustees Limited are the respective Trustees for the SA EBT, GSY EBT and SIP Trust
(the “Trustees”). Where the Trustees have allocated shares in respect of specific awards
granted under Ninety One’s share plans, the holders of such awards may recommend to the
Trustees as to how voting rights relating to such shares should be exercised. In respect of
shares for which no participant recommendation is made, it is recommended that the Trustees
vote in favour of the relevant resolutions. As at 31 March 2026, the SA EBT held 2.17% of the
issued share capital of Ninety One Limited, the GSY EBT held 4.11% of the issued share capital
ofNinety One plc, and the SIP Trust held 0.19% of the issued share capital of Ninety One plc.
Between 1 April 2025 and 21 May 2026 (being the last practicable date prior to the finalisation
ofthis report), the SIP Trust increased its shareholding in Ninety One plc to 0.20% and the SA
EBT’s shareholding remained unchanged.
Other Disclosures
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Shareholder analysis
(as at 31 March 2026)
Major shareholders
Ninety One Limited
Based on the Ninety One Limited share register, the Directors are aware of the following
shareholders directly holding 5% or more of the issued shares of Ninety One Limited:
Shareholder
Number of
shares % of shares
Sanlam 66,592,115 19.99%
Allan Gray 47,290,301 14.20%
Forty Two Point Two 46,867,999 14.08%
Public Investment Corporation 44,370,698 13.33%
Ninety One plc
Based on the Ninety One plc share register, the Directors are aware of the following
shareholders directly holding 3% or more of the issued shares of Ninety One plc:
Shareholder
Number of
shares % of shares
Forty Two Point Two 209,683,174 31.19%
Investec 93,026,547 13.84%
Sanlam 59,276,278 8.82%
Public Investment Corporation 54,045,037 8.04%
Ninety One Guernsey Employee Benefit Trust 27,613,096 4.11%
As at 21 May 2026 (being the last practicable date prior to the finalisation of this report), there
have been no further notifications disclosed to Ninety One in accordance with the FCA’s UK
Listing Rules and DTR or the JSE Listings Requirements.
Ninety One (DLC level)
The table below shows the combined shareholding (for shareholders directly holding 3% or
more of the issued share capital) across the DLC.
Shareholder
Number of
shares % of shares
Forty Two Point Two 256,551,173 25.52%
Sanlam 125,868,393 12.52%
Public Investment Corporation 98,415,735 9.79%
Investec 93,026,547 9.26%
Allan Gray 65,103,936 6.48%
Public and non-public shareholding
1
Ninety One Limited
Ninety One
Limited % of shares
Public 278,839,281 83.75
Non-public 54,121,746 16.25
Directors and associates
2
13,233 0.00
Forty Two Point Two
3
46,867,999 14.08
Ninety One share schemes
4
7,240,514 2.17
Total 332,961,027 100.00
Ninety One plc
Ninety One plc % of shares
Public 430,250,955 64.01
Non-public 241,921,167 35.99
Directors and associates
2
1,542,911 0.23
Forty Two Point Two
3
209,683,174 31.19
Ninety One share schemes
4
28,907,213 4.30
Investec share schemes
4
1,787,869 0.27
Total 672,172,122 100.00
Political donations
Ninety One does not make political donations.
Other Disclosures
1. As required by JSE Listings Requirements. Analysis at 31 March 2026.
2. Including any directors of major subsidiaries.
3. Forty Two Point is regarded as a non-public shareholder under the JSE Listing Requirements by virtue of being an associate of a director of Ninety One.
4. Certain directors and employees of Ninety One are beneficiaries of these schemes and as such they are each regarded as a non-public shareholder under the JSE Listings Requirements.
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Going concern, longer-term prospects and viability statement
As described in the statement of viability on page 14, the Directors have assessed the viability of
Ninety One over a period that exceeds the 12 months required by the going concern provision.
The Board has also performed an assessment of the principal and emerging risks facing Ninety
One and has monitored the Group’s risk management and internal control framework during the
year. In doing so, the Board considered the effectiveness of key controls, the actions taken by
management to address identified matters, and the ongoing enhancement of the control
environment in preparation for future reporting requirements. The details of this assessment
can be found in the Principal Risks section of the Strategic Report on pages 28 to 33.
The Board has concluded that it remained appropriate to adopt the going concern basis of
accounting in preparing the consolidated financial statements as it believes Ninety One will
continue to be in business, with neither the intention nor the necessity of liquidation, ceasing
oftrading or seeking of protection from creditors pursuant to laws or regulations for at least
12months from the date of approval of Ninety One’s financial statements.
Auditor and disclosure of information to auditors
Having made the requisite enquiries, each of the Directors in office as at the date of this report
and consolidated financial statements, whose names and functions are listed on pages 59 and
60, have confirmed that:
ɽ So far as they are aware, there is no relevant audit information of which Ninety One’s
auditors are unaware; and
ɽ each Director has taken all the steps that they ought to have taken as a Director in order to
make themselves aware of any relevant audit information and to establish that Ninety One’s
auditors are aware of that information.
The Directors also confirm the robustness of the Company’s processes for ensuring that
relevant audit information is identified and communicated appropriately.
PwC has expressed their willingness to be re-appointed as the external auditor of Ninety One
plc and Ninety One Limited. Resolutions to re-appoint PwC as Ninety One’s external auditor
willbe proposed at the forthcoming AGM.
Note 4(b) to the consolidated financial statements and page 69 set out the auditors’ fees both
for audit and non-audit work.
Annual General Meeting
All shareholders are invited to participate in the AGM, which will take place on 22 July 2026,
andwill have the opportunity to put questions to the Board. The Board values engagement with
shareholders and encourages participation in the meeting and related engagement processes.
Details of all resolutions to be proposed at the 2026 AGM will be set out in the Notice of AGM,
which will be published ahead of the meeting.
By order of the Board.
Amina Rasool
Company Secretary Ninety One plc
Ninety One Africa Proprietary Limited
Company Secretary Ninety One Limited
Other Disclosures
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Other Disclosures
Directors’ Responsibility Statement
Statement of Directors’ responsibilities in respect of the Integrated
Annual Report
The Directors are responsible for the preparation and fair presentation of the Integrated Annual
Report and the Group and the Ninety One plc (the “Parent Company”) financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent Company financial statements
for each financial year. Under these laws they are required to prepare the Group financial
statements in accordance with UK-adopted international accounting standards and with IFRS
®
Accounting Standards as issued by the International Accounting Standards Board (“IASB”)
(collectively “IFRS”). Under UK law, the Directors have elected to prepare the Parent Company
financial statements in accordance with UK-adopted international accounting standards.
Under UK company law, the Directors must only approve the financial statements if they are
satisfied that they give a true and fair view of the state of affairs of the Group and Parent
Company and of their profit or loss for that period.
In preparing each of the Group and Parent Company financial statements, the Directors are
required to:
ɽ Select suitable accounting policies and then apply them consistently;
ɽ make judgements and estimates that are reasonable, relevant and reliable;
ɽ state that the Group financial statements have been prepared in accordance with
international accounting standards in conformity with the requirements of the UK
Companies Act 2006 and IFRS;
ɽ state that the Parent Company financial statements have been prepared in accordance
withUK-adopted international accounting standards and as applied in accordance with
theprovisions of the UK Companies Act 2006;
ɽ assess the Group’s and Parent Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern; and
ɽ use the going concern basis of accounting, unless they either intend to liquidate the Group
or the Parent Company or to cease operations or have no realistic alternative but to do so.
The Directors are responsible for keeping an effective system of risk management, and for
maintaining adequate accounting records that sufficiently show and explain the Group’s and
Parent Company’s transactions – as well as disclose, with reasonable accuracy, at any time, the
financial position of the Group and Parent Company, and enable them to ensure that its financial
statements comply with the UK Companies Act 2006 and the South African Companies Act
2008. They are responsible for such internal controls as they determine are necessary to enable
the preparation of financial statements that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking such steps as are reasonably open to
them to safeguard the assets of the Group and prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a
Strategic Report, Directors’ Report, Directors’ Remuneration Report and Governance Report
that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial
information included on Ninety One’s website. Legislation in the UK governing the preparation
and dissemination of financial statements may differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency Rules DTR 4.1.15R and 4.1.18R, the
financial statements form part of the annual financial report prepared under the structured
digital format and filed on the National Storage Mechanism of the Financial Conduct Authority.
The auditors’ report provides no assurance over whether the annual financial report has been
prepared in accordance with these requirements.
Responsibility statement of the Directors
Each of the Directors in office as at the date of this report, whose names and functions are
listed on pages 59 and 60, confirms that, to the best of their knowledge:
ɽ The financial statements, prepared in accordance with the applicable set of accounting
standards, present fairly and give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Parent Company and the undertakings included in the
consolidation taken as a whole; and
ɽ the Directors’ Report and Strategic Report include a fair review of the development and
performance of the business and the position of the Group and Parent Company, together
with a description of the principal risks and uncertainties that they face.
We consider the Integrated Annual Report, taken as a whole, to be fair, balanced and
understandable, and believe it provides the information necessary for shareholders to
assessthe Group’s position and performance, business model and strategy.
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Other Disclosures
Approval of the annual financial statements
The annual financial statements, which comprise the DLC Audit and Risk Committee Report
onpages 67 to 71, the Directors’ Report on pages 103 to 107, the Certificate of the Company
Secretary, and the consolidated and Parent Company financial statements on pages 121 to 158,
were approved by the Board on 2 June 2026.
The Directors, whose names are stated below, hereby confirm that:
ɽ The annual financial statements, as set out above, fairly present in all material respects
thefinancial position, financial performance and cash flows of the issuer in terms of IFRS
®
Accounting Standards;
ɽ to the best of our knowledge and belief, no facts have been omitted or untrue statements
made that would make the consolidated financial statements false or misleading;
ɽ internal financial controls have been put in place to ensure that material information relating
to the issuer and its consolidated subsidiaries have been provided to effectively prepare the
consolidated financial statements of the issuer;
ɽ the internal financial controls are adequate and effective and can be relied upon in
compiling the annual financial statements, having fulfilled our role and function as executive
directors with primary responsibility for implementation and execution of controls; and
ɽ we are not aware of any fraud involving Directors.
Where we are not satisfied, we have disclosed to the DLC Audit and Risk Committee and the
auditors any deficiencies in design and operational effectiveness of the internal financial
controls and have taken the necessary remedial action.
On behalf of the Board
Hendrik du Toit Kim McFarland
Chief Executive Officer Finance Director
Certificate by the Company Secretary of Ninety One Limited
In terms of section 88(2)(e) of the South African Companies Act 2008, we hereby certify that,
to the best of our knowledge and belief, Ninety One Limited has lodged with the South African
Companies and Intellectual Property Commission, for the financial year ended 31 March 2026,
all such returns and notices as are required in terms of the Act and that all such returns and
notices are true, correct and up to date.
Ninety One Africa Proprietary Limited
Company Secretary Ninety One Limited
Ninety One Integrated Annual Report 2026109
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Investing for a world of change
The Asiatic elephant is socially complex, intelligent and enmeshed inthe
cultures of the habitat continent. Only some Asiatic elephant males grow
tusks. Tuskless males are called makhnas and are common. The Asiatic
elephant shows self-awareness, can solve problems, experience grief,
enjoyplay, and are able to use certain tools. They are among the few animals
that can recognise themselves in a mirror. This is an endangered species,
witha total wild population estimated at between 40,000 and 50,000.
Financial Statements
111 Independent Auditors’ Report
121 Consolidated Financial Statements
152 Annexure to the Consolidated
Financial Statements
153 Ninety One plc Company
Financial Statements
Preparation of Annual Financial Statements
These are the annual financial statements of Ninety One DLC
forthe year ended 31 March 2026. They have been prepared
bymanagement under the supervision of the Finance Director,
Kim McFarland CA(SA).
Ninety One Integrated Annual Report 2026110 Strategic Report Governance Additional InformationFinancial Statements
Independent auditors’ report
of PricewaterhouseCoopers LLP to the members of Ninety One plc and PricewaterhouseCoopers Inc. to the shareholders of Ninety One Limited
For the purpose of this report, the terms ‘we’ and ‘our’ denote PricewaterhouseCoopers LLP
inrelation to UK legal, professional and regulatory responsibilities and reporting obligations to
Ninety One plc and PricewaterhouseCoopers Inc. in relation to South African legal, professional
and regulatory responsibilities and reporting obligations to the shareholders of Ninety One
Limited. When we refer to PricewaterhouseCoopers LLP or PricewaterhouseCoopers Inc.
suchreference is to that specific entity to the exclusion of the other.
The consolidated financial statements, as defined below, consolidate the accounts of Ninety
One plc and Ninety One Limited and their respective subsidiaries (the “Group”) and include
theGroup’s share of joint arrangements and associates.
PricewaterhouseCoopers LLP is the appointed auditor of Ninety One plc (“the Company”),
acompany incorporated in the United Kingdom in terms of the United Kingdom Companies
Act2006. PricewaterhouseCoopers Inc. is the appointed auditor of Ninety One Limited,
acompany incorporated in South Africa in terms of the Companies Act of South Africa.
PricewaterhouseCoopers LLP and PricewaterhouseCoopers Inc. audited the financial statements
of the Group (the “Consolidated Financial Statements”) and PricewaterhouseCoopers LLP
audited the Ninety One plc Company Financial Statements (the “Company Financial Statements”)
for the year ended 31 March 2026.
Report on the audit of the financial statements
We have audited the Consolidated Financial Statements, included within the Integrated Annual
Report (the “Annual Report”), which comprise: the Consolidated Statement of Financial Position
as at 31 March 2026; the Consolidated Statement of Comprehensive Income, the Consolidated
Statement of Cash Flows and the Consolidated Statement of Changes in Equity for the year
then ended; and the Notes to the Consolidated Financial Statements, comprising material
accounting policy information and other explanatory information.
PricewaterhouseCoopers LLP have also audited the Company Financial Statements which
comprise: the Company Statement of Financial Position as at 31 March 2026, the Company
Statement of Cash Flows and the Company Statement of Changes in Equity for the year then
ended; and the Notes to the Company Financial Statements, comprising material accounting
policy information and other explanatory information.
Opinion of PricewaterhouseCoopers LLP on the Consolidated and
Company Financial Statements to the members of Ninety One plc
In PricewaterhouseCoopers LLP’s opinion, Ninety One plc’s Consolidated Financial Statements
and Company Financial Statements (the “Financial Statements”):
ɽ give a true and fair view of the state of the Group’s and of the Company’s affairs as at
31March 2026 and of the Group’s profit and the Group’s and Company’s cash flows for
theyear then ended;
ɽ have been properly prepared in accordance with UK-adopted international accounting
standards as applied in accordance with the provisions of the Companies Act 2006; and
ɽ have been prepared in accordance with the requirements of the Companies Act 2006.
Our opinion is consistent with our reporting to the DLC Audit and Risk Committee.
Opinion of PricewaterhouseCoopers Inc. on the Consolidated
FinancialStatements to the shareholders of Ninety One Limited
In PricewaterhouseCoopers Inc.’s opinion, the Consolidated Financial Statements present fairly,
in all material respects, the consolidated financial position of the Group as at 31 March 2026,
and its consolidated financial performance and its consolidated cash flows for the year then
ended in accordance with IFRS Accounting Standards and the requirements of the Companies
Act of South Africa.
Certain required disclosures have been presented elsewhere in the Annual Report titled
“NinetyOne Integrated Annual Report 2026”, rather than in the notes to the Consolidated
Financial Statements. These are cross-referenced from the Consolidated Financial Statements
and are identified as audited.
Basis for opinions
PricewaterhouseCoopers LLP’s audit was conducted in accordance with International Standards
on Auditing (UK) (“ISAs (UK)”) and applicable law. PricewaterhouseCoopers Inc.’s audit was
conducted in accordance with International Standards on Auditing (“ISAs”). Therespective
responsibilities under ISAs (UK) and ISAs are further described in the Auditors’ responsibilities
for the audit of the financial statements section of this report. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for these opinions.
Independence of PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP remained independent of the Group in accordance with the
ethical requirements that are relevant to the audit of the financial statements in the UK, which
includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and fulfilled
other ethical responsibilities in accordance with these requirements.
To the best of PricewaterhouseCoopers LLP’s knowledge and belief, PricewaterhouseCoopers
LLP declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided.
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Other than those disclosed in note 4(b) to the Consolidated Financial Statements,
PricewaterhouseCoopers LLP have provided no non-audit services to the Company
oritscontrolled undertakings in the period under audit.
Independence of PricewaterhouseCoopers Inc.
PricewaterhouseCoopers Inc. is independent of the Group in accordance with the
Independent Regulatory Board for Auditors’ Code of Professional Conduct for Registered
Auditors (“IRBA Code”) as applicable to audits of financial statements of public interest entities,
and other independence requirements applicable to performing audits offinancial statements
in South Africa. PricewaterhouseCoopers Inc. have fulfilled their other ethical responsibilities in
accordance with the IRBA Code and in accordance with other ethical requirements applicable
to performing audits in South Africa. The IRBA Code is consistent withthe corresponding
sections of the International Ethics Standards Board for Accountants’ International Code of
Ethics for Professional Accountants (including International Independence Standards).
Our audit approach
Context
Ninety One plc and Ninety One Limited (jointly “Ninety One”) is an active investment manager
which operates globally, servicing institutional, advisor and individual investors. Ninety One offers
a range of specialist strategies across equities, fixed income, multi-asset and alternatives and
operates a South African fund platform business. Ninety One’s operations are predominantly based
in the UK and South Africa, with global distribution activities. Ninety One operates as a dual-listed
company (“DLC”). The DLC structure comprises Ninety One plc, a public company incorporated
in England and Wales under the UK Companies Act 2006 and Ninety One Limited, a public
company incorporated in South Africa under the Companies Act of South Africa. Underthe
DLCstructure, Ninety One plc and Ninety One Limited, together with their direct and indirect
subsidiaries and associates, are reported as a single reporting entity (the “Group”). Ninety One plc
has a primary listing on the London Stock Exchange and a secondary listing on the Johannesburg
Stock Exchange. Ninety One Limited is listed on the Johannesburg Stock Exchange.
PricewaterhouseCoopers Inc.’s reporting in terms of the IRBA Rule on Enhanced Auditor
Reporting
For clarity, the final materiality and group audit scope reported by PricewaterhouseCoopers LLP
and PricewaterhouseCoopers Inc. below will include PricewaterhouseCoopers Inc.’s reporting
of final materiality and group audit scope in terms of the IRBA Rule on Enhanced Auditor
Reporting for the Audit of Financial Statements of Public Interest Entities, published
inGovernment Gazette Number 49309 dated 15 September 2023 (“EAR Rule”).
In terms of ISA 701 Communicating key audit matters in the independent auditor’s report / the
EAR Rule (as applicable), PricewaterhouseCoopers Inc. is required to report key audit matters
and the outcome of audit procedures or key observations with respect to the key audit matters,
and these are included below.
Overview
Audit scope
ɽ We scoped in financial statement line items, across sixteen Group entities, selected based
on their quantitative contribution and/or materiality considerations, as well as to ensure
sufficient coverage was obtained over the relevant financial statement line items;
ɽ We identified thirty-six group entities to be ‘inconsequential’ and not requiring further audit
procedures. In aggregate, the balances of all inconsequential components are below three
times performance materiality for all financial statement line items;
ɽ We performed specific procedures over certain financial statement disclosures;
ɽ Taken together, our audit work accounted for over 99% of Group revenue and more than
90% of Group profit before tax (on an absolute basis). Our audit scope provided sufficient
appropriate audit evidence as a basis for our opinion on the Consolidated Financial
Statements as a whole.
Key audit matters
ɽ Management Fee and Performance Fee revenue recognition (Group)
ɽ Acquisition of Sanlam Investment Management – Recognition and valuation of intangible
assets acquired (Group)
ɽ Impairment assessment of investment in subsidiaries (by PricewaterhouseCoopers LLP
inrespect of the Company)
Final Materiality
ɽ Overall Group materiality: £10.4m (2025: £10.2m) based on 5% of consolidated profit
beforetax.
ɽ Overall Company materiality: £11.0m (2025: £9.5m) based on 1% of total assets of the
Company.
ɽ Performance materiality: £7.8m (2025: £7.7m) (Group) and £8.3m (2025: £7.1m) (Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where the directors made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. As in all of our
audits, we also addressed the risk of management override of internal controls, including among
other matters, consideration of whether there was evidence of bias that represented a risk of
material misstatement due to fraud.
Independent auditors’ report
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Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit. The acquisition of Sanlam Investment Management – recognition and valuation of intangible assets acquired is a new key audit matter this
year. Otherwise, the key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Management fee and Performance fee revenue recognition (Group)
Refer to Note 2. Segmental reporting and Note 3. Net revenue.
Revenue is the most significant financial statement line item in the consolidated
statement of comprehensive Income. The Group’s sources of revenue relate to
management fees amounting to £730.4m (2025: £672.5m) and performance
fees amounting to £32.9m (2025: £27.5m) which are earned from ongoing
business activities.
The management fees are recognised over time and are primarily based on
agreed percentages of the net asset values (NAV) of investment funds and
segregated mandates.
The performance fees are recognised over time and represent variable
consideration. The Group only recognises performance fees when the Group
isunconditionally entitled to the revenue and no contingency with respect to
future performance exists. The fees are calculated on apercentage of the
appreciation in the net asset value of investment funds and segregated
mandates above a defined hurdle, taking into consideration the relevant basis of
calculation for investment funds andsegregated mandates, and when it is highly
probable that they will not be subject to significant reversal.
Given their magnitude relative to other classes of transactions and balances in
the Consolidated Financial Statements, management fees and performance
fees were considered to be an area of the audit that required significant auditor
attention, and were therefore determined tobe a key audit matter.
We understood and evaluated the design, implementation and operating effectiveness of key controls, including controls at third-party
service organisations with respect to the net asset values of investment funds and segregated mandates (“AUM data”), which formed the
basis for the management fee and performance fee computation.
We performed the following substantive audit procedures over management fees and performance fees:
ɼ A recalculation was performed for retail management fees, by obtaining AUM data from third-party service organisations and
applying thefeerates used by management. For a sample of these fee calculations, we agreed the fee rates used by management
tothe underlying supporting documents, which included the relevant fund prospectus and fact sheet;
ɼ The South African platform management fees is a system calculation. We perform testing over the automated calculation within the
third-party administration system as well as relying on the ISAE3402 Type 2 report. Detailed testing is performed on the system
generated reports used in our substantive testing of management fees.
ɼ Institutional client management fees were recalculated on a sample basis, by obtaining AUM data from management’s internal data
warehouse and applying the fee rates as agreed to signed investment management agreements. We perform testing over monitoring
controls related to management’s internal data warehouse feed from third-party service organisations. For a sample of assets
included in management’s internaldata warehouse, we agreed the asset valuations to the external source data;
ɼ We recalculated a sample of rebates (offset against management fees) by agreeing rate inputs to the signed rebate agreements
andapplyingthese rates to information obtained from third-party service organisations; and
ɼ We recalculated a sample of performance fees for clients, obtaining the NAV data from management’s internal data warehouse
andthird party sources as applicable, and agreeing the other calculation inputs such as hurdle rates, benchmarks and performance
period to sources such as fund factsheets, respective mandates and other external sources. Where relevant we also agreed all
changes in benchmarks to supplemental deeds approved by the regulator.
We noted no material exceptions.
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Key audit matter How our audit addressed the key audit matter
Acquisition of Sanlam Investment Management – Recognition
andvaluation of intangible assets acquired
Refer to the following disclosures in the financial statements as they relate to this
key audit matter:
ɼ Note 13. Intangible assets and
ɼ Note 19. Sanlam transaction
During the year, the Group acquired 100% of the share capital of Sanlam
Investment Management Proprietary Limited (“SIMSA”), from Sanlam Limited,
including intangible assets of £279.9m (2025: £Nil) related to itsinvestment
management contracts.
Under IFRS 3 Business Combinations (“IFRS 3”), management is required
toassess whether the identifiable assets acquired met the definition and
recognition criteria of a business combination or an assetacquisition.
Management performed the ‘concentration test’ set out in IFRS 3 para B7B
anddetermined that the identifiable assets did not constitute a business.
Management therefore identified and measured the identifiable assets acquired
at fair value at the acquisition date and established an appropriate useful
economic life for subsequent measurement under IAS 38 Intangible Assets (“IAS
38”). Key inputs and assumptions applied by management have been included in
note 13. We consider the recognition and valuation of intangible assets acquired
to be a matter of most significance to our audit due to:
ɼ The degree of estimation applied in the determination of projected cash flows
and the key assumptions used in determining the fair value of the identifiable
intangible assets at acquisition date.
ɼ The magnitude of the transaction and accounting treatment for the
recognition of the acquired rights as an asset acquisition at acquisition date.
ɼ We assessed the exercise performed by management to identify whether identifiable assets acquired met the definition and
recognition criteria of an asset acquisition against the requirements of IFRS 3 including the reasonability of the concentration test
performed by management. Our procedures included obtaining and inspecting management’s technical accounting memorandum
and the underlying transaction agreements to understand the nature of the assets acquired and the basis for management’s
conclusion that the acquisition did not constitute a business combination.
ɼ We assessed, with the assistance of our valuation specialists, the reasonableness of management’s valuation at the acquisition date.
Our procedures included agreeing key inputs, including a sample of key contractual terms to the underlying contracts and assets under
management (“AUM”), to management’s internal data warehouse; assessing subsequent measurement, under IAS 38; evaluating the
reasonableness of key assumptions including discount rate by comparing these to independent sources.
ɼ We assessed management’s determination of the useful life of the intangible asset and whether the amortisation method and
amortisation period were appropriate in the circumstances and in line with the principles of IAS 38.
ɼ We reviewed the related disclosures in the financial statements to assess whether they appropriately described the nature of the
asset, the basis of measurement, the useful life, and amortisation policy.
Based on the procedures performed as detailed above, we did not identify any material misstatements with respect to the recognition
principles applied or the valuation of the intangible assets recognised at acquisition.
Impairment of investment in subsidiary undertaking (by
PricewaterhouseCoopers LLP in respect of the Company)
Refer to Note 32. Investment in subsidiary undertaking.
The Company holds an investment in subsidiary undertaking of £938.9m
(2025:£915.3m). Whilst this eliminates on consolidation in the Group’s Financial
Statements, it is recorded in the Company’s Financial Statements at cost less
anyaccumulated impairment losses.
Management has concluded that no impairment is required as at 31 March 2026.
Given the significance of the investment in subsidiary undertaking in the Company’s
Financial Statements, we have determined the impairment of investment in
subsidiary undertaking to be a key audit matter.
ɼ We have assessed the application and appropriateness of the accounting policy adopted by management, which we consider
tobereasonable.
ɼ We challenged management’s key assumptions which supported their conclusion that the valuation of the subsidiary undertaking
isappropriate and that there is no impairment as at 31 March 2026.
No material issues were identified.
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How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able
togivean opinion on the financial statements as a whole, taking into account the structure
oftheGroup and the Company, the accounting processes and controls, and the industry
inwhichthey operate.
As an integrated global investment manager, the Group operates as a single-segment investment
management business. The operations and finance teams have presence in both the UK and
South Africa resulting in the audit procedures being split between the UK and South Africa
auditteams.
Based on the scoping procedures and detailed audit work performed across the Group,
wehave obtained sufficient comfort across the individual account balances within the Group
Financial Statements, obtaining over 99% coverage over consolidated revenue and more than
90% coverage over consolidated profit before tax (on an absolute basis).
The impact of climate risk on PricewaterhouseCoopers LLP’s audit
As part of the audit, PricewaterhouseCoopers LLP made enquiries of management to
understand the process management adopted to assess the extent of the potential impact
ofclimate risk on the Group’s Financial Statements, including going concern.
In addition to enquiries with management, we also:
ɽ Considered the consistency of disclosures in relation to climate change (including the
disclosures in the Task Force on Climate-related Financial Disclosures (TCFD) section) with
other reporting made by the entity on climate including its Sustainability and Stewardship
Report; and
ɽ Read the entity’s website and communications for details of climate related impacts.
Management has made commitments to operate their business and manage all assets on a net
zero emissions basis by 2050 or sooner.
Management considers that the impact of climate risk does not give rise to a potential material
impact in the year ended 31 March 2026 financial statements. We challenged management on
how the impact of climate commitments made by the Group would impact the assumptions
within the forecasts used in the Group’s going concern analysis.
Our procedures did not identify any material impact in the context of our audit of the financial
statements as a whole, or our key audit matters for the year ended 31 March 2026.
Final Materiality
The scope of our audit was influenced by our application of materiality. We set certain
quantitative thresholds for materiality. These, together with qualitative considerations, helped
us to determine the scope of our audit and the nature, timing and extent of our audit procedures
on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as
a whole as follows:
Financial statements – Group Financial statements – Company
Overall materiality £10.4m (2025: £10.2m). £11.0m (2025: £9.5m).
How we determined it 5% of consolidated profit before tax. 1% of total assets of the Company.
Rationale for
benchmark applied
We believe that profit before tax
istheprimary measure used by
theshareholders in assessing the
performance of the Group, and is a
generally accepted auditing benchmark.
As the Company is a holding
company and does not earn any
revenue, total assets is the most
appropriate method to determine
materiality and is a generally
accepted auditing benchmark.
For each component in the scope of our Group audit, we allocated a materiality that is less
thanour overall Group materiality. The range of materiality allocated across components
wasbetween £0.5m and £9.8m. Certain components were audited to a local statutory audit
materiality that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that
theaggregate of uncorrected and undetected misstatements exceeds overall materiality.
Specifically, we use performance materiality in determining the scope of our audit and the
nature and extent of our testing of account balances, classes of transactions and disclosures,
for example in determining sample sizes. Our performance materiality was 75% (2025: 75%) of
overall materiality, amounting to £7.8m (2025: £7.7m) for the Consolidated Financial Statements
and £8.3m (2025: £7.1m) for the Company Financial Statements.
In determining the performance materiality, we considered a number of factors – the history
ofmisstatements, risk assessment and aggregation risk and the effectiveness of controls –
andconcluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit and Risk Committee that we would report to them misstatements
identified during our audit above £518,750 (Group audit) (2025: £510,750) and £551,100
(Company audit) (2025: £473,050) as well as misstatements below those amounts that,
inourview, warranted reporting for qualitative reasons.
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Conclusions of PricewaterhouseCoopers LLP relating
to going concern
PricewaterhouseCoopers LLP’s evaluation of the directors’ assessment of the Group’s and
theCompany’s ability to continue to adopt the going concern basis of accounting included:
ɽ Obtaining management’s latest forecasts that support the Board’s assessment and
conclusions with respect to the going concern basis of preparation of the financial
statements;
ɽ Checking the arithmetical accuracy of management’s forecasts and challenging the
underlying data and adequacy and appropriateness of the underlying assumptions used;
ɽ Evaluating management’s base case forecast and downside scenarios; and
ɽ Assessing the appropriateness of the going concern disclosures by comparing them to
management’s assessment for consistency and for compliance with the relevant reporting
requirements.
Based on the work we have performed, we have not identified any material uncertainties
relating to events or conditions that, individually or collectively, may cast significant doubt on
the Group’s and the Company’s ability to continue as a going concern for a period of at least
twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is nota
guarantee as to the Group’s and the Company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’
statement in the financial statements about whether the directors considered it appropriate
toadopt the going concern basis of accounting.
PricewaterhouseCoopers LLP’s responsibilities and the responsibilities of the directors
withrespect to going concern are described in the relevant sections of this report.
Reporting on other information by
PricewaterhouseCoopers LLP
The other information comprises all of the information in the Annual Report other than the
financial statements and the auditors’ report thereon. The directors are responsible for the
other information. PricewaterhouseCoopers LLP’s opinion on the financial statements does
notcover the other information and, accordingly, PricewaterhouseCoopers LLP do not express
an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of
assurance thereon.
In connection with the audit of the financial statements, PricewaterhouseCoopers LLP’s
responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or the knowledge obtained in
the audit, or otherwise appears to be materially misstated. If an apparent material inconsistency
or material misstatement is identified, PricewaterhouseCoopers LLP are required to perform
procedures to conclude whether there is a material misstatement of the financial statements or
a material misstatement of the other information. If, based on the work performed, it is concluded
that there is a material misstatement of this other information, PricewaterhouseCoopers LLP
are required to report that fact. PricewaterhouseCoopers LLP have nothing to report based
onthese responsibilities.
With respect to the Strategic report and Directors’ report, we also considered whether the
disclosures required by the UK Companies Act 2006 have been included.
Based on the work undertaken in the course of the audit, the Companies Act 2006 requires
usalso to report certain opinions and matters as described below.
Strategic report and Directors’ report
In PricewaterhouseCoopers LLP’s opinion, based on the work undertaken in the course
oftheaudit, the information given in the Strategic report and Directors’ report for the year
ended31March 2026 is consistent with the financial statements and has been prepared
inaccordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment
obtained in the course of the audit, PricewaterhouseCoopers LLP did not identify any material
misstatements in the Strategic report and Directors’ report.
Directors’ Remuneration
In PricewaterhouseCoopers LLP’s opinion, the part of the Directors’ remuneration report
tobeaudited has been properly prepared in accordance with the Companies Act 2006.
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Reporting on other information
byPricewaterhouseCoopers Inc.
The directors are responsible for the other information. The other information comprises the
information included in the document titled “Ninety One Integrated Annual Report 2026”
andthe document titled “Ninety One Limited separate annual financial statements for the year
ended 31 March 2026”, which includes the Directors’ Report, the DLC Audit and Risk Committee
Report and the Certificate by the Company Secretary as required by the Companies Act of
South Africa. The other information does not include the consolidated or the separate financial
statements and PricewaterhouseCoopers Inc.’s auditor’s reports thereon.
PricewaterhouseCoopers Inc.’s opinion on the Consolidated Financial Statements does not
cover the other information and PricewaterhouseCoopers Inc. does not express an audit
opinion or any form of assurance conclusion thereon.
In connection with the audit of the Consolidated Financial Statements,
PricewaterhouseCoopers Inc.’s responsibility is to read the other information identified above
and, in doing so, consider whether the other information is materially inconsistent with the
Consolidated Financial Statements or the knowledge obtained in the audit, or otherwise
appears to be materially misstated.
If, based on the work performed, PricewaterhouseCoopers Inc. concludes that there is a
material misstatement of this other information, PricewaterhouseCoopers Inc. is required
toreport that fact. PricewaterhouseCoopers Inc. has nothing to report in this regard.
PricewaterhouseCoopers LLP’s reporting
oncorporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern,
longer-term viability and that part of the corporate governance statement relating to the
Company’s compliance with the provisions of the UK Corporate Governance Code specified
for review. PricewaterhouseCoopers LLP’s additional responsibilities with respect to the
corporate governance statement as other information are described in the Reporting on
otherinformation section of this report.
Based on the work undertaken as part of the audit, PricewaterhouseCoopers LLP have
concluded that each of the following elements of the corporate governance statement,
included within the Corporate Governance Report is materially consistent with the financial
statements and the knowledge obtained during the audit, and have nothing material to add
ordraw attention to in relation to:
ɽ The directors’ confirmation that they have carried out a robust assessment of the emerging
and principal risks;
ɽ The disclosures in the Annual Report that describe those principal risks, what procedures
are in place to identify emerging risks and an explanation of how these are being managed
or mitigated;
ɽ The directors’ statement in the financial statements about whether they considered it
appropriate to adopt the going concern basis of accounting in preparing them, and their
identification of any material uncertainties to the Group’s and Company’s ability to continue
to do so over a period of at least twelve months from the date of approval of the financial
statements;
ɽ The directors’ explanation as to their assessment of the Group’s and Company’s prospects,
the period this assessment covers and why the period is appropriate; and
ɽ The directors’ statement as to whether they have a reasonable expectation that the Company
will be able to continue in operation and meet its liabilities as they fall due over theperiod of
its assessment, including any related disclosures drawing attention to any necessary
qualifications or assumptions.
PricewaterhouseCoopers LLP’s review of the directors’ statement regarding the longer-term
viability of the Group and Company was substantially less in scope than an audit and only
consisted of making inquiries and considering the directors’ process supporting their statement;
checking that the statement is in alignment with the relevant provisions of the UK Corporate
Governance Code; and considering whether the statement is consistent with the financial
statements and our knowledge and understanding of the Group and Company and their
environment obtained in the course of the audit.
In addition, based on the work undertaken as part of the audit, PricewaterhouseCoopers LLP
have concluded that each of the following elements of the corporate governance statement
ismaterially consistent with the financial statements and the knowledge obtained during
theaudit:
ɽ The directors’ statement that they consider the Annual Report, taken as a whole, is fair,
balanced and understandable, and provides the information necessary for the members
toassess the Group’s and Company’s position, performance, business model and strategy;
ɽ The section of the Annual Report that describes the review of effectiveness of risk
management and internal control systems; and
ɽ The section of the Annual Report describing the work of the DLC Audit and Risk Committee.
PricewaterhouseCoopers LLP have nothing to report in respect of the responsibility to report
when the directors’ statement relating to the Company’s compliance with the Code does not
properly disclose a departure from a relevant provision of the Code specified under the Listing
Rules for review by the auditors.
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Independent auditors’ report
Responsibilities for the financial statements and
theaudit
Responsibilities of the directors for the financial statements
As explained more fully in the Directors’ Responsibility Statement, the directors are responsible
for the preparation of the financial statements in accordance with the applicable framework,
which includes UK-adopted international accounting standards as applied in accordance with
the provisions of the Companies Act 2006 and the requirements of the UK Companies Act 2006,
and IFRS Accounting Standards and the requirements of the Companies Act of South Africa in
respect of the Consolidated Financial Statements, and for being satisfied that they give a true
and fair view, and that the Consolidated Financial Statements are fairly presented. The directors
are also responsible for such internal control as they determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due
tofraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s
and the Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the Group or the Company or to cease operations, or have no realistic
alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Responsibilities of PricewaterhouseCoopers LLP for the audit of the Consolidated
andCompany Financial Statements
PricewaterhouseCoopers LLP’s objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs(UK) will always detect a material misstatement when it exists. Misstatements can arise
fromfraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
PricewaterhouseCoopers LLP design procedures in line with the responsibilities, outlined above,
to detect material misstatements in respect of irregularities, including fraud. The extent to which
the procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on PricewaterhouseCoopers LLP’s understanding of the Group and industry, the
principal risks of non-compliance with laws and regulations were identified to be those related
to such as those governed by the Financial Conduct Authority (“FCA”), and the extent to which
non-compliance might have a material effect on the financial statements was considered. Laws
and regulations that have a direct impact on the financial statements such as the UK Companies
Act 2006 were also considered. PricewaterhouseCoopers LLP evaluated management’s
incentives and opportunities for fraudulent manipulation of the financial statements (including
the risk of override of controls), and determined that the principal risks were related to posting
inappropriate journal entries to revenue, and management bias in accounting estimates. This
risk assessment was agreed with PricewaterhouseCoopers Inc. so that they could include
appropriate audit procedures in response to such risks in their work. Audit procedures
performed by PricewaterhouseCoopers LLP and/or PricewaterhouseCoopers Inc. included:
ɽ Enquiries of management, including legal, compliance and internal audit, including
consideration of known or suspected instances of non-compliance with laws and
regulations including fraud.
ɽ Reviewing the Group/Company’s litigation log in so far as it related to non-compliance
withlaws and regulations and fraud.
ɽ Identifying and testing journal entries, in particular any journal entries with unexpected
account combinations or just below authorisation limits.
ɽ Review of relevant meeting minutes, including those of the DLC Audit and Risk Committee
and Board.
ɽ Designing audit procedures to incorporate unpredictability around the nature, timing or
extent of our testing.
There are inherent limitations in the audit procedures described above. We are less likely to
become aware of instances of non-compliance with laws and regulations that are not closely
related to events and transactions reflected in the financial statements. Also, the risk of not
detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery
orintentional misrepresentations, or through collusion.
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Independent auditors’ report
PricewaterhouseCoopers LLP’s audit testing might include testing complete populations of
certain transactions and balances, possibly using data auditing techniques. However, it typically
involves selecting a limited number of items for testing, rather than testing complete
populations. PricewaterhouseCoopers LLP will often seek to target particular items for testing
based on their size or risk characteristics. In other cases, audit sampling will be used to enable
us to draw a conclusion about the population from which the sample is selected.
A further description of PricewaterhouseCoopers LLP’s responsibilities for the audit of the
financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of PricewaterhouseCoopers LLP’s auditors’ report.
Responsibilities of PricewaterhouseCoopers Inc. for the audit of the
Consolidated Financial Statements
PricewaterhouseCoopers Inc.’s objectives are to obtain reasonable assurance about whether
the Consolidated Financial Statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report that includes PricewaterhouseCoopers
Inc.’s opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
anaudit conducted in accordance with ISAs will always detect a material misstatement when
itexists. Misstatements can arise from fraud or error and are considered material if, individually
orin the aggregate, they could reasonably be expected to influence the economic decisions
ofusers taken on the basis of these Consolidated Financial Statements.
As part of an audit in accordance with ISAs, PricewaterhouseCoopers Inc. exercises
professional judgement and maintains professional scepticism throughout the audit.
PricewaterhouseCoopers Inc. also:
ɽ Identifies and assesses the risks of material misstatement of the Consolidated Financial
Statements, whether due to fraud or error, designs and performs audit procedures
responsive to those risks, and obtains audit evidence that is sufficient and appropriate
toprovide a basis for PricewaterhouseCoopers Inc.’s opinion. The risk of not detecting
amaterial misstatement resulting from fraud is higher than for one resulting from error,
asfraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
ɽ Obtains an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
ɽ Evaluates the appropriateness of accounting policies used and the reasonableness
ofaccounting estimates and related disclosures made by the directors.
ɽ Concludes on the appropriateness of the directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Group’s ability
to continue as a going concern. If it is concluded that a material uncertainty exists,
PricewaterhouseCoopers Inc. is required to draw attention in the auditor’s report to the
related disclosures in the Consolidated Financial Statements or, if such disclosures are
inadequate, to modify PricewaterhouseCoopers Inc.’s opinion. Conclusions are based on
the audit evidence obtained up to the date of the auditor’s report. However, future events
orconditions may cause the Group to cease to continue as a going concern.
ɽ Evaluates the overall presentation, structure and content of the Consolidated Financial
Statements, including the disclosures, and whether the Consolidated Financial Statements
represent the underlying transactions and events in a manner that achieves fair
presentation.
ɽ Plans and performs the group audit to obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business units within the Group as a basis for
forming an opinion on the Consolidated Financial Statements. PricewaterhouseCoopers Inc.
is responsible for the direction, supervision and review of the audit work performed for
purposes of the group audit. PricewaterhouseCoopers Inc. remains solely responsible
fortheir audit opinion.
PricewaterhouseCoopers Inc. communicates with the directors regarding, among other
matters, the planned scope and timing of the audit and significant audit findings, including
anysignificant deficiencies in internal control that are identified during their audit.
PricewaterhouseCoopers Inc. also provides the directors with a statement that
PricewaterhouseCoopers Inc. has complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on PricewaterhouseCoopers Inc.’s independence, and where
applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, PricewaterhouseCoopers Inc.
determinesthose matters that were of most significance in the audit of the Consolidated
Financial Statements of the current period and are therefore the key audit matters.
PricewaterhouseCoopers Inc. describes these matters in the auditor’s report unless law
orregulation precludes public disclosure about the matter or when, in extremely rare
circumstances, PricewaterhouseCoopers Inc. determines that a matter should not be
communicated in the report because the adverse consequences of doing so would
reasonablybe expected to outweigh the public interest benefits of such communication.
Ninety One Integrated Annual Report 2026119
Strategic Report Governance Additional InformationFinancial Statements
Use of the report of PricewaterhouseCoopers LLP
This report, including the opinions, has been prepared for and only for the Company’s members
as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other
purpose. PricewaterhouseCoopers LLP do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or
intowhose hands it may come save where expressly agreed by prior consent from
PricewaterhouseCoopers LLP in writing.
Other required reporting by
PricewaterhouseCoopersLLP
Companies Act 2006 exception reporting
Under the Companies Act 2006 PricewaterhouseCoopers LLP are required to report to you if,
in PricewaterhouseCoopers LLP’s opinion:
ɽ PricewaterhouseCoopers LLP have not obtained all the information and explanations
required for the audit; or
ɽ adequate accounting records have not been kept by the Company, or returns adequate
forthe audit have not been received from branches not visited by us; or
ɽ certain disclosures of directors’ remuneration specified by law are not made; or
ɽ the Company Financial Statements and the part of the Directors’ remuneration report
tobeaudited are not in agreement with the accounting records and returns.
PricewaterhouseCoopers LLP have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the Company for the financial year ended 31 March 2023.
Ouruninterrupted engagement covers four financial years.
Report on other legal and
regulatory requirements
byPricewaterhouseCoopers Inc.
Audit tenure
In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December
2015, PricewaterhouseCoopers Inc. reports that PricewaterhouseCoopers Inc. has been the
auditor of Ninety One Limited for 4 years.
Other matter
The Company is required by the Financial Conduct Authority Disclosure Guidance and
Transparency Rules to include these financial statements in an annual financial report prepared
under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed on the National
Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no
assurance over whether the structured digital format annual financial report has been
preparedin accordance with those requirements.
Allan McGrath
Senior Statutory Auditor
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
3 June 2026
PricewaterhouseCoopers Inc.
Director: NA Jacobs
Registered Auditor
Cape Town, South Africa
3 June 2026
The examination of controls over the maintenance and integrity of the Group’s website
isbeyond the scope of the audit of the financial statements. Accordingly, we accept no
responsibility for any changes that may have occurred to the financial statements since
theywere initially presented on the website.
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Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2026
2026
Notes
£’m
£’m
Revenue
2
76 3. 3
700 .0
Commission expense
(113 .1)
(1 0 5 . 4)
Net revenue
3
65 0.2
594 .6
Operating expenses
4
(468.5)
(418.5)
Share of (loss)/profit from associates
(0. 6)
2.4
Net gain on investments and other income
5
14.4
9.8
Operating profit
195.5
188.3
Interest income
6
15.5
1 9.3
Interest expense
6
(3 . 5)
(3 .3)
Profit before tax
2 0 7. 5
204. 3
Tax expense
7
(54 .0)
(5 4. 2)
Profit after tax
153.5
1 50.1
Other comprehensive income/(expense)
Item that will not be reclassified to profit or loss:
Net remeasurements on pension fund
–
(1 . 2)
Item that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign subsidiaries
4.5
1.2
Other comprehensive income/(expense) for the year
4.5
–
Total comprehensive income for the year
15 8.0
1 50.1
Earnings per share (pence)
Basic
8(a)
1 7. 5
1 7. 2
Diluted
8(a)
1 7. 1
1 7. 2
Ninety One Integrated Annual Report 2026121
Strategic Report Governance Additional InformationFinancial Statements
Consolidated Financial Statements
Consolidated Statement of Financial Position
At 31 March 2026
2026
2025
Notes
£’m
£’m
Assets
Investments
10
65.2
48.6
Investment in associates
0.9
2.6
Property and equipment
11
23. 8
21 .2
Right-of-use assets
12
82.9
6 4.7
Intangible assets
13
293.5
–
Deferred tax assets
14
3 6.0
28. 0
Other receivables
18
0. 4
1 .7
Pension fund asset
28
0.6
0 .7
Total non-current assets
503.3
1 6 7. 5
Investments
10
2 7. 6
34 .7
Linked investments backing policyholder funds
andconsolidated investment funds
1
15
13,643.1
11 ,401 .1
Income tax recoverable
3.6
3. 2
Trade and other receivables
18
264. 3
219.0
Cash and cash equivalents
16
434.4
386.6
Total current assets
14, 373.0
12 ,044 .6
Total assets
14,87 6.3
12,212.1
Liabilities
Other liabilities
17
42.1
31 .1
Lease liabilities
12
94.5
76 . 6
Deferred tax liabilities
14
63.9
43.9
Total non-current liabilities
200. 5
1 51. 6
Policyholder investment contract liabilities and third party
interest inconsolidated investment funds
1
15
13,586. 3
11 ,3 59.7
Other liabilities
17
28. 6
33.0
Lease liabilities
12
9. 8
1 0.0
Trade and other payables
19
331 .5
273 .3
Income tax payable
1 7. 0
1 0.9
Total current liabilities
13,973.2
11,686.9
2026
Notes
£’m
£’m
Equity
Share capital
20(a)
5 58.4
403.7
Share premium
20(a)
138 .6
–
Demerger reserves
20(b)
(3 21 . 3)
(321 . 3)
Own share reserve
20(c)
(66 .1)
(6 7. 5)
Other reserves
20(b)
1.5
(9 . 5)
Retained earnings
391 .3
368 .0
Shareholders’ equity excluding non-controlling interests
7 02.4
373 .4
Non-controlling interests
0. 2
0. 2
Total equity
702 . 6
373.6
Total equity and liabilities
14,87 6.3
12,212.1
1. These were referred to as “Linked investments backing policyholder funds” and “Policyholder investment contract liabilities”
in the prior year.
The consolidated financial statements were approved by the Board on 2 June 2026 and signed
on its behalf by:
Hendrik du Toit Kim McFarland
Chief Executive Officer Finance Director
Ninety One Integrated Annual Report 2026122
Strategic Report Governance Additional InformationFinancial Statements
Consolidated Financial Statements
Consolidated Statement of Changes in Equity
For the year ended 31 March 2026
Attributable to shareholders of parent companiesNon-
Demerger Own share Retained controlling
Share capital
Share premium
interests Total equity
reserves
reserve
Other reserves
earnings
Total
Notes
£’m
£’m
£’m
£’m
£’m
£’m
£’m
£’m
£’m
At 1 April 2025
403.7
–
(32 1 . 3)
(6 7. 5)
(9. 5)
368.0
373. 4
0. 2
373.6
Profit for the year
–
–
–
–
–
153. 5
153. 5
–
153.5
Other comprehensive income
–
–
–
–
4. 5
–
4.5
–
4.5
Total comprehensive income
–
–
–
–
4.5
153. 5
1 58.0
–
158 .0
Transactions with shareholders
Share-based payment charges
20(b)
–
–
–
–
21 .7
–
2 1.7
–
2 1.7
Deferred tax
14
–
–
–
–
–
1.4
1 .4
–
1.4
Own shares purchased
20(c)
–
–
–
(1 2. 7)
–
–
(12 .7)
–
(1 2.7)
Vesting and release of share awards
20(b),(c )
–
–
–
13.6
(1 5. 2)
–
(1 .6)
–
(1 . 6)
Shares issued
20(a)
166.7
138.6
–
–
–
–
305.3
–
305.3
Share buyback transactions
20(a),(c )
(1 2. 0)
–
–
0. 5
–
(1 6 .8)
(28 .3)
–
(28 .3)
Dividends paid
9
–
–
–
–
–
(1 14 . 8)
(1 14 . 8)
–
(1 14 . 8)
Total transactions with shareholders
1 54.7
13 8.6
–
1.4
6.5
(130. 2)
171 .0
–
17 1.0
At 31 March 2026
5 58.4
138 .6
(32 1. 3)
(66.1)
1.5
391 .3
702 . 4
0. 2
702 .6
At 1 April 2024
418. 7
–
(32 1 .3)
(4 9 . 8)
(1 0.7)
3 30.5
3 6 7. 4
0. 2
3 6 7. 6
Profit for the year
–
–
–
–
–
1 50.1
1 50.1
–
150 .1
Other comprehensive expense
–
–
–
–
1.2
(1 . 2)
–
–
–
Total comprehensive income
–
–
–
–
1.2
148 .9
15 0.1
–
1 50.1
Transactions with shareholders
Share-based payment charges
20(b)
–
–
–
–
16.2
–
16. 2
–
16.2
Deferred tax
14
–
–
–
–
–
(0 . 2)
(0. 2)
–
(0 . 2)
Own shares purchased
20(c)
–
–
–
(3 1 .0)
–
–
(31 .0)
–
(31 . 0)
Vesting and release of share awards
20(b),(c )
–
–
–
13.3
(16 . 2)
–
(2 .9)
–
(2. 9)
Share buyback transactions
20(a)
(1 5 .0)
–
–
–
–
(4 . 0)
(19.0)
–
(19.0)
Dividends paid
9
–
–
–
–
–
(1 0 7. 2)
(1 0 7. 2)
–
(1 0 7. 2)
Total transactions with shareholders
(1 5. 0)
–
–
(1 7. 7)
–
(111.4)
(14 4 .1)
–
(14 4.1)
At 31 March 2025
403.7
–
(32 1 .3)
(6 7. 5)
(9. 5)
36 8.0
373.4
0. 2
373.6
Ninety One Integrated Annual Report 2026123
Strategic Report Governance Additional InformationFinancial Statements
Consolidated Financial Statements
Consolidated Statement of Cash Flows
For the year ended 31 March 2026
2026
Notes
£’m
£’m
Cash flows from operations – shareholders
22(a)
242 . 8
211 .4
Cash flows from operations – policyholders
22(a)
(24.1)
133.6
Cash flows from operations
21 8.7
34 5.0
Interest received
6
15.5
1 9.3
Interest paid in respect of lease liabilities
6, 22(b)
(3 . 4)
(3 . 3)
Other interest paid
(0.1)
–
Dividends received from associates
–
1 .1
Income tax paid
(58 . 3)
(4 3 . 7)
Net cash flows from operating activities
172 .4
318.4
Cash flows from investing activities
Acquisition of investments
(3 0. 9)
(28 .0)
Disposal of investments
30.8
22.4
Distribution from investments
5.5
2. 2
Cash acquired through acquisition of a subsidiary
11. 2
–
Additions to property and equipment
11
(7 .1)
(4 . 4)
Net cash flows from investing activities
9.5
(7. 8)
Cash flows from financing activities
Principal elements of lease payments
22(b)
(1 0.1)
(1 0.1)
Purchase of own shares
20(c)
(1 2. 7)
(31 .0)
Share buybacks
20(a)
(2 7. 4)
(17 .1)
Dividends paid
9
(1 14 . 8)
(1 0 7. 2)
Net cash flows from financing activities
(1 6 5.0)
(165.4)
Cash and cash equivalents at 1 April
22(c)
59 9.7
4 5 7. 1
Net change in cash and cash equivalents
22(c)
16.9
145. 2
Effect of foreign exchange rate changes
22(c)
1 7. 4
(2. 6)
Cash and cash equivalents at 31 March
63 4.0
599 .7
ɼ Available for use by the Group (shareholders)
16, 22(c)
434 .4
386.6
ɼ Related to policyholders as presented within linked investments backing policyholder funds and consolidated investment funds
15, 22(c)
19 9.6
2 13 .1
Ninety One Integrated Annual Report 2026124
Strategic Report Governance Additional InformationFinancial Statements
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
Introduction
Ninety One operates as a dual-listed company (“DLC”) under a DLC structure. The DLC
structure comprises Ninety One plc, a public company incorporated in England and Wales
under the UK Companies Act 2006 and Ninety One Limited, a public company incorporated
in South Africa under the South African Companies Act 71 of 2008. Under the DLC structure,
Ninety One plc and Ninety One Limited, together with their direct and indirect subsidiaries,
effectively form a single economic enterprise (the “Group”) in which the economic and voting
rights of ordinary shareholders of the companies are maintained in equilibrium relative to each
other. The Group is listed on the London and Johannesburg Stock Exchanges.
1. Basis of preparation and presentation of the
consolidated financial statements
1(a) Basis of preparation
The Group’s financial statements are prepared in accordance with UK-adopted international
accounting standards and with IFRS® Accounting Standards as issued by the International
Accounting Standards Board (“IASB”) (collectively “IFRS Accounting Standards”) which, as
they apply to the Group’s financial statements, are identical in all material respects. They are
also prepared in accordance with the IFRIC® Interpretations (“IFRIC Interpretations” as issued
by the IFRS Interpretation Committee), or its predecessor body, the Standing Interpretations
Committee (“SIC® Interpretations”), the South African Institute of Chartered Accountants’
Financial Reporting Guides and Financial Reporting Pronouncements as issued by the Financial
Reporting Standards Council, and the requirements of the Companies Act 2006 in the UK and
the Companies Act of 2008 in South Africa.
The consolidated financial statements of the Group comprise the consolidated statement
of financial position at 31 March 2026, the consolidated statement of comprehensive income,
consolidated statement of changes in equity, and consolidated statement of cash flows for the
year ended 31 March 2026 and the notes thereto. The accounting policies have been applied
consistently throughout the periods presented in the consolidated financial statements.
The consolidated financial statements have been prepared on the historical cost basis with the
exception of linked investments backing policyholder funds and consolidated investment funds,
policyholder investment contract liabilities and third party interest in consolidated investment
funds, investments, money market funds within cash and cash equivalents, other liabilities and
the pension fund asset which are measured at fair value through profit or loss.
The presentation currency of the Group is Pound Sterling (“£”), being the functional currency of
Ninety One plc. The functional currency of Ninety One Limited is South African Rand. All values
are rounded to the nearest million (“£’m”), unless otherwise indicated.
The functional currencies of subsidiary undertakings are determined based on the primary
economic environment in which the entity operates. Foreign currency transactions are translated
into the functional currency of the entity in which the transactions arise, based on rates of
exchange ruling at the date of the transactions.
The separate financial statements of Ninety One plc are included in the Group’s financial
statements in accordance with the requirement of UK Listing Rules. The separate financial
statements of Ninety One plc are prepared in accordance with the Group’s accounting policies,
other than for investments in subsidiary undertakings, which are stated at cost less impairments
in accordance with IAS 27 Separate Financial Statements. The separate financial statements of
Ninety One Limited are published on the Group’s website as a separate document.
Going concern
The Board of Directors has considered the resilience of the Group and taken into account its
current financial position and the principal and emerging risks facing the business, including
the impacts that climate change, current events and market conditions have had on the Group’s
financial performance and outlook. The Board of Directors has performed a going concern
assessment by applying various stressed scenarios, including plausible downside assumptions,
about the impact on assets under management, profitability of the Group and known commitments.
Details of stress and scenario analysis are described in the statement of viability within the
financial review section in this Integrated Annual Report 2026. All scenarios show that the
Group would maintain sufficient resources to enable it to continue operating profitably for a
period of at least 12 months from the date of approval of the consolidated financial statements.
The consolidated financial statements have therefore been prepared on a going concern basis.
1(b) Basis of consolidation
Ninety One plc and Ninety One Limited operate under a DLC structure as a result of legally
binding agreements. The effect of the DLC structure is that Ninety One plc and Ninety One
Limited and their direct and indirect subsidiaries and associates operate together as a single
economic entity, with neither assuming a dominant role. Accordingly, they are reported as a
single reporting entity under IFRS Accounting Standards. IFRS Accounting Standards do not
specifically provide guidance on how to account for such structures and therefore judgement
is required in applying the consolidation principles set out in IFRS 10 Consolidated Financial
Statements. The Board of Directors of Ninety One plc and Ninety One Limited, having assessed
the legal agreements referred to above and the requirements of IFRS 10, have concluded that
the Group’s consolidated financial statements represent the consolidation of the assets,
liabilities and the results of Ninety One plc and Ninety One Limited and their direct and indirect
subsidiaries and associates.
Ninety One Integrated Annual Report 2026125
Strategic Report Governance Additional InformationFinancial Statements
Notes to the Consolidated Financial Statements
Subsidiaries are those entities controlled by the Group. The Group controls an entity if the
Group has all of the following:
ɽ Power over the investee;
ɽ exposure or rights to variable returns from its involvement with the investee; and
ɽ the ability to use its power over the investee to affect its returns.
Subsidiaries are consolidated from the date the Group obtains control and are excluded from
consolidation from the date which the Group loses control.
Associates are those entities over which the Group has significant influence but not control or
joint control, through participation in the financial and operating policy decisions. Such entities
are not consolidated, but are accounted for using the equity method.
The Group also uses judgement to determine whether its interests in investment funds and
trusts constitute controlling interests. The Group has interests in funds through its role as
fund manager and through its proprietary investments in funds. In conducting the assessment,
the Group considers substantive contractual rights as well as de facto control. De facto control
of an entity may arise from circumstances where the Group does not have more than 50% of
the voting power, but has the practical ability to direct the relevant activities of the entity. If the
Group has the ability to direct the relevant activities of the entity and is also exposed to variable
returns of the entity, it is consolidated after considering the magnitude of, and variability
associated with, the Group’s economic interest relative to the returns expected from the
activities of the entity. Economic interest includes management fees and performance fees
received from the entity, rights to profits or distributions, as well as the obligation to absorb
losses of the entity. The Group controls certain employees benefit trusts and investment funds,
which are consolidated into the Group. Third party interests in these funds and trusts are
reflected as liabilities until the Group no longer maintains control over them.
On consolidation, the results and financial position of foreign operations are translated into the
presentation currency of the Group, as follows:
ɽ Assets and liabilities are translated at the closing rate at the reporting date within the
consolidated statement of financial position;
ɽ income and expense items are translated at average monthly exchange rates;
ɽ all resulting exchange differences are recognised in other comprehensive income (foreign
currency translation reserve), which is recognised in profit or loss within the consolidated
statement of comprehensive income on disposal of the foreign operation; and
ɽ cash flow items are translated at the exchange rates ruling at the dates of the transactions.
Intercompany transactions and balances are eliminated on consolidation. The share capital of
the Group is an aggregation of the share capitals of Ninety One plc and Ninety One Limited.
1(c) Accounting judgements and estimates
The preparation of the consolidated financial statements requires management to make
judgements, estimates and assumptions that affect the application of policies and reported
amounts of assets, liabilities, income and expenses. The estimates and underlying assumptions
are based on historical experience and various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis of making the judgements about
carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates. These estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period
in which the estimate is revised if the revision affects only that period, or in the period of the
revision and future periods if the revision affects both current and future periods.
The Group has not identified any estimates or judgements which will have a significant risk of
material adjustment to the reported results and financial position in the next financial year.
However, the areas of the consolidated financial statements that include estimates are set out in:
ɽ Note 12 Leases;
ɽ Note 13 Intangible assets; and
ɽ Note 27(f) Fair value measurements.
The areas of the consolidated financial statements that involve judgements are set out in:
ɽ Note 17 Other liabilities;
ɽ Note 1(b) Basis of consolidation;
ɽ Note 12 Leases; and
ɽ Note 29 Sanlam transaction.
Management does not expect changes in assumptions to lead to a material adjustment in
future periods.
1(d) Forthcoming standards applicable to the Group
Up to the date of issue of the consolidated financial statements, the IASB has issued a number
of new standards, interpretations and amendments to existing standards in issue but are not
effective for the year ended 31 March 2026 and have not been early adopted. Other than
IFRS 18 Presentation and Disclosure in Financial Statements, the Group has concluded that the
adoption of them is unlikely to have a significant impact on the consolidated financial statements.
IFRS 18 Presentation and Disclosure in Financial Statements, which is effective for periods
beginning on or after 1 January 2027, aims to replace IAS 1 Presentation of Financial Statements
and introduces new presentation requirements in the income statement, including among
Ninety One Integrated Annual Report 2026126
Strategic Report Governance Additional InformationFinancial Statements
others, the classification of income and expense items by categories, specific totals and
subtotals. It also sets out new requirements on management-defined performance measures,
as well as aggregation and disaggregation of financial information. The standard is expected
to change some of the presentation and disclosures of the Group’s consolidated financial
statements but is not expected to impact the financial position or net results of the Group.
2. Segmental reporting
As an integrated global investment manager, the Group operates a single-segment investment
management business. All financial, business and strategic decisions are made centrally by the
chief operating decision maker (the “CODM”) of the Group. The CODM is the Chief Executive
Officer of the Group. Reporting provided to the CODM is on an aggregated basis which is used
for evaluating the Group’s performance and the allocation of resources. The CODM monitors
operating profit for the purpose of making decisions about resource allocation and performance
assessment. Given that only one segment exists, no additional information is presented in
relation to it, as it is disclosed throughout the consolidated financial statements.
Revenue is generated from a diversified customer base and the Group has no single customer
that it relies on. Revenue is disaggregated by the geographic location of contractual entities,
as this best depicts how the nature, amount, timing and uncertainty of the Group’s revenue
and cash flows are affected by economic factors. Non-current assets other than financial
instruments and deferred tax assets are allocated based on where the assets are located.
2026
2025
£’m
£’m
Revenue from external clients
United Kingdom
460.8
433.5
South Africa
200.7
176.1
Rest of the world
101.8
90.4
763.3
700.0
Performance fees included in total revenue above
32.9
27.5
2026
£’m
£’m
Non-current assets
United Kingdom
80.7
67.3
South Africa
300.0
2.7
Rest of the world
20.4
18.5
401.1
88.5
3. Net revenue
Revenue
The Group recognises revenue when or as it satisfies a performance obligation by transferring
promised services to customers in an amount to which the Group expects to be entitled in
exchange for those services. The Group includes variable consideration in revenue when it is no
longer highly probable of significant reversal. Generally, the Group is deemed to be the principal
in the contracts because the Group controls the promised services before they are transferred
to customers, and accordingly, presents the revenue gross of related costs. The key revenue
components of the Group are accounted as follows:
i) Management fees are recognised as the services are performed over time and are primarily
based on agreed percentages of the net asset values of investment funds and segregated
mandates.
ii) Performance fees are recognised over time, however represent variable consideration
and are only recognised when the Group is unconditionally entitled to the revenue and
no contingency with respect to future performance exists, which is on the crystallisation
date. Performance fees are calculated on a percentage of the appreciation in the net asset
value of investment funds and segregated mandates above a defined hurdle, taking into
consideration the relevant basis of calculation for investment funds and segregated
mandates, and when it is highly probable that they will not be subject to significant reversal.
Management fees and performance fees are both forms of variable consideration. However,
there is no significant judgement or estimation involved, as transaction prices are equal to the
amount determined at the end of each measurement period for management fees, and on
the crystallisation date for performance fees, both of which are equal to the amounts billed
to clients as per contractual agreements. The performance obligation for both management
fees and performance fees is the provision of investment management services. Fees received
from customers are generally not subject to returns or refunds.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026127
Strategic Report Governance Additional InformationFinancial Statements
All components of the Group’s revenue are revenue from contracts within the scope of IFRS 15
Revenue from Contracts with Customers. The Group uses the output method to recognise
revenue, applying the practical expedient that allows an entity to recognise revenue in the
amount to which the entity has a right to invoice if that consideration corresponds directly
with the value to customers of the entity’s performance completed to date. The output method
is considered appropriate as the performance obligations are generally satisfied over time
when the Group provides services.
Commission expense
Commissions and similar expenses payable to intermediaries are generally based on agreed
percentages of the net asset values of the investment funds and segregated mandates and
recognised as expenses when services are provided.
4. Operating expenses by nature
Staff expenses represent the largest portion of operating expenses. Other administrative
expenses include overheads, information and system expenses. Operating expenses are
recognised as the services are received.
2026
2025
Notes
£’m
£’m
Staff expenses
4(a)
297.5
260.5
Deferred employee benefit scheme gain
1
5
5.4
2.7
Depreciation of right-of-use assets
12,22(a)
9.8
9.3
Depreciation of property and equipment
11,22(a)
4.8
4.5
Amortisation of intangible assets
13,22(a)
4.2
–
Auditors’ remuneration
4(b)
2.5
2.2
Third party administration
2
40.4
42.1
Other administrative expenses
103.9
97. 2
468.5
418.5
1. The deferred employee benefit scheme invests in pooled vehicles managed by entities within the Group. Any gains or losses
from these investments (Note 5) result in corresponding increases or decreases in the liability to employees, which are
reflected as increases or decreases in operating expenses.
2. This was referred to as “Client and retail fund administration” in the prior year and has been renamed to reflect the nature
of the expense.
4(a) Staff expenses
Short term employee benefits including salaries, wages and other related expenses, social
security costs and pension costs for defined contribution schemes are accrued in the year
in which the associated services are rendered by employees.
The Group contributes to a number of defined contribution pension schemes, the assets
of which are held in separate trustee-administered funds, for the benefit of its employees.
The Group’s contribution to an employee’s pension is measured as, and limited to, a specified
percentage of salary. Once the contributions have been paid, the Group, as the employer,
does not have any further payment obligations.
2026
Notes
£’m
£’m
Salaries, wages and other related expenses
243.8
217.1
Share-based payment expenses
21,22(a)
21.7
16.2
Social security costs
20.9
16.9
Pension costs for defined contribution schemes
11.1
10.3
297.5
260.5
Monthly average number of employees, including the Directors, employed by the Group during
the year by activity:
Average number of employees
2026
Investments
281
258
Client group and marketing
275
277
Operations and central services
733
668
1,289
1,203
4(b) Auditors’ remuneration
2026
£’m
£’m
Fees payable to the auditors of the parent companies and their associates in
respect of audits of the parent companies’ individual and consolidated
financial statements
0.6
0.4
Fees payable to the auditors and their associates for audit
and other services:
ɼ Audits of the parent companies’ subsidiaries
1.3
1.2
ɼ Audit-related assurance services
0.4
0.3
ɼ Other assurance services
0.2
0.3
2.5
2.2
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026128
Strategic Report Governance Additional InformationFinancial Statements
5. Net gain on investments and other income
Net gain on investments relates to the changes in market value of the Group’s investments
which are measured at fair value through profit or loss and realised gain/loss on disposal of
investments.
2026
2025
Notes
£’m
£’m
Deferred employee benefit scheme gain
4
5.4
2.7
Gain on other investments
3.0
1.9
Net gain on investments
22(a)
8.4
4.6
Foreign exchange loss
(4.2)
(1.8)
Subletting income
1.9
1.5
Loss allowance in respect of financial asset
27(b)
–
(0.5)
Other income
8.3
6.0
14.4
9.8
6. Interest income/expense
Interest income is principally generated from cash and cash equivalents. Interest income from
cash and cash equivalents excluding money market funds, which are financial assets measured
at amortised cost, is recognised on an accrual basis using the effective interest method in
accordance with the requirements of IFRS 9 Financial instruments. Interest income from money
market funds, which are measured at fair value through profit or loss, is recognised upon receipt
or when the interest is re-invested into the funds. Interest expense on lease liabilities relates to
the unwinding of the discount applied to lease liabilities in accordance with the requirements
of IFRS 16 Leases.
2026
2025
Notes
£’m
£’m
Interest income from financial assets measured at amortised
cost
2.5
3.9
Interest income from money market funds
13.0
15.4
Interest income
22(a)
15.5
19.3
Interest expense on lease liabilities
22(b)
(3.4)
(3.3)
Other interest expense
(0.1)
–
Interest expense
22(a)
(3.5)
(3.3)
7. Tax expense
The Group’s tax expense comprises both current and deferred tax expense.
Current tax is the expected tax payable on the taxable income for the year, using tax rates
enacted or substantively enacted at the reporting date, and any adjustment to tax payable
in respect of previous years.
Deferred tax is provided using the statement of financial position method, providing for
temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. The amount of deferred tax
provided is based on the expected manner of realisation or settlement of the carrying amount
of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits
will be available against which the asset can be utilised. Deferred tax assets are reduced to
the extent that it is no longer probable that the related tax benefit will be realised. Deferred
tax assets are offset against deferred tax liabilities if they relate to income taxes levied by the
same taxation authority on the same taxable entity. The Group has applied the exception
to recognising and disclosing information about deferred tax assets and liabilities related
to Pillar Two income taxes under IAS 12.
Income taxes of the Group were determined based on the assumption that the individual entities
were separate taxable entities. Therefore, the current and deferred income taxes of all subsidiaries
of the Group are calculated separately and the recoverability of the deferred tax assets is also
assessed accordingly.
2026
Notes
£’m
£’m
Current tax – current year
58.2
53.1
Current tax – adjustment for prior years
0.1
0.4
Current tax expense
58.3
53.5
Deferred tax – current year
(4.1)
0.7
Deferred tax – adjustment for prior years
(0.2)
–
Deferred tax (credit)/expense
14
(4.3)
0.7
54.0
54.2
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026129
Strategic Report Governance Additional InformationFinancial Statements
The UK and South Africa’s corporate tax rates for years ended 2026 and 2025 were 25% and
27% respectively. The tax charge in the year is different to the standard rate of corporate tax
in the UK and South Africa and the differences are explained below:
South Africa
United Kingdom
2026
2025
2026
2025
%
%
%
%
Effective rate of taxation
26.0
26.5
26.0
26.5
Tax effect of non-deductible expenses
(1.1)
(1.5)
(1.1)
(1.5)
Tax effect of Pillar Two (global minimum tax)
(1.0)
(0.7)
(1.0)
(0.7)
Adjustment to tax charge in respect
of prior years
0.1
(0.2)
0.1
(0.2)
Effect of different tax rates applicable
in foreign jurisdictions
3.0
2.9
1.0
0.9
Standard tax rate
27.0
27.0
25.0
25.0
8. Earnings per share
The Group calculates earnings per share (“EPS”) on a number of different bases in accordance
with IFRS Accounting Standards and prevailing South African requirements.
8(a) Basic and diluted earnings per share
The calculations of basic and diluted EPS are based on IAS 33 Earnings Per Share.
Basic EPS is calculated by dividing profit attributable to shareholders by the weighted average
number of ordinary shares outstanding during the year, excluding own shares held by the
Ninety One employee benefit trusts (“EBTs”).
Diluted EPS is calculated by dividing profit attributable to shareholders by the weighted average
number of ordinary shares outstanding during the year, plus the weighted average number of
ordinary shares that would be issued on the conversion of all the potentially dilutive shares into
ordinary shares.
2026
2025
£’m
£’m
Profit attributable to shareholders
153.5
150.1
The calculation of the weighted average number of ordinary shares for the purpose of
calculating basic and diluted earnings per share is:
2026
Number of Number of
shares shares
Millions
Millions
Weighted average number of ordinary shares for the purpose of calculating
basic EPS
1
878.2
874.0
Effect of dilutive potential shares – share awards
18.2
0.3
Weighted average number of ordinary shares for the purpose of calculating
diluted EPS
896.4
874.3
Basic EPS (pence)
17.5
17.2
Diluted EPS (pence)
17.1
17. 2
1. Shares issuance related to Sanlam transaction (note 29), partially offset by shares cancellation under the share buyback
programmes (note 20(a)), resulted in an increase of 15.1 million in the weighted average number of ordinary shares.
(2025: decrease of 4.9 million due to share buyback programmes).
8(b) Headline earnings and diluted headline earnings per share
The Group is required to calculate headline earnings per share (“HEPS”) in accordance with
the JSE Listings Requirements, determined by reference to circular 1/2023 “Headline Earnings”
issued by the South African Institute of Chartered Accountants.
There are no adjustments between profit attributable to shareholders and headline earnings
for the years ended 31 March 2026 and 2025. As a result, HEPS and diluted HEPS are the same
as basic EPS and diluted EPS.
9. Dividends
Dividends are distributions of profit to holders of the Group’s share capital and as a result are
recognised as a deduction in equity. Dividends are recognised only when they are approved
by the shareholders of the Group. Dividend per share is calculated by dividing dividend paid
by the number of ordinary shares in issue.
2026
2025
Pence per Pence per
share
£’m
share
£’m
Prior year’s final dividend paid
6.8
61.2
6.4
58.7
Interim dividend paid
6.0
53.6
5.4
48.5
12.8
114.8
11.8
107.2
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026130
Strategic Report Governance Additional InformationFinancial Statements
On 2 June 2026, the Board recommended a final dividend for the year ended 31 March 2026
of 7.4 pence per ordinary share, an estimated £74.4 million in total. The dividend is expected
to be paid on 6 August 2026 to ordinary shareholders on the registers at the close of business
on 17 July 2026.
10. Investments
The majority of the Group’s investments relate to deferred compensation investments which are
made by the Group to economically hedge the liability the Group has to its employees (note 17).
Deferred compensation investments primarily consist of investments in pooled vehicles
managed by entities within the Group. These investments do not qualify as plan assets and are
presented separately in the consolidated statement of financial position. Other investments
mostly include an equity-linked security of which the fair value is directly linked to the Group’s
share price. All investments held by the Group are measured at fair value through profit or loss.
Details of the Group’s accounting policy on classification and measurement of financial
instruments are set out in note 26.
2026
2025
£’m
£’m
Non-current
Deferred compensation investments
33.8
24.7
Investments in unlisted investment vehicles
24.3
20.4
Other investments
7.1
3.5
65.2
48.6
Current
Deferred compensation investments
26.0
30.0
Seed investments
1.6
4.7
27.6
34.7
11. Property and equipment
Property and equipment are stated at cost less accumulated depreciation and accumulated
impairment losses. Depreciation is provided for on a straight-line basis over the estimated useful
lives of property and equipment as follows:
Computer equipment 3 – 5 years
Fixtures and fittings 5 years
Leasehold improvements Shorter of term of lease or useful economic life
The residual values, depreciation methods and useful lives are reassessed annually.
Leasehold Computer Fixtures and
improvements equipment
fittings
Total
2026
£’m
£’m
£’m
£’m
Cost
At 1 April
27.7
12.4
3.3
43.4
Additions
3.6
2.5
1.0
7.1
Disposals
–
–
(0.4)
(0.4)
Foreign exchange adjustment
0.1
0.1
0.1
0.3
At 31 March
31.4
15.0
4.0
50.4
Accumulated depreciation
At 1 April
(10.3)
(8.7)
(3.2)
(22.2)
Depreciation
(2.7)
(1.9)
(0.2)
(4.8)
Disposals
–
–
0.4
0.4
At 31 March
(13.0)
(10.6)
(3.0)
(26.6)
Net book value at 31 March 2026
18.4
4.4
1.0
23.8
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026131
Strategic Report Governance Additional InformationFinancial Statements
Leasehold Computer Fixtures and
improvements equipment
fittings
Total
2025
£’m
£’m
£’m
£’m
Cost
At 1 April
26.5
11.8
3.5
41.8
Additions
1.3
3.1
–
4.4
Disposals
(0.1)
(2.5)
(0.2)
(2.8)
At 31 March
27.7
12.4
3.3
43.4
Accumulated depreciation
At 1 April
(7.8)
(9.9)
(2.8)
(20.5)
Depreciation
(2.6)
(1.3)
(0.6)
(4.5)
Disposals
0.1
2.5
0.2
2.8
At 31 March
(10.3)
(8.7)
(3.2)
(22.2)
Net book value at 31 March 2025
17.4
3.7
0.1
21.2
12. Leases
The Group leases various offices for business purposes. Lease terms are negotiated on an
individual basis and contain a wide range of different terms and conditions. The lease agreements
do not impose any covenants, but leased assets may not be used as security for borrowing
purposes.
Leases are recognised as a right-of-use asset with a corresponding liability at the date which
the leased asset is available for use by the Group. Assets and liabilities arising from a lease are
initially measured on a present value basis.
Lease liabilities include the net present value of lease payments. The lease payments are
discounted using the entity’s incremental borrowing rate, being the rate that the entity would
have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use
asset in a similar economic environment with similar terms, security and conditions. Lease
payments are allocated between the principal and finance cost. The finance cost is charged
to profit or loss over the lease period so as to produce a constant periodic rate of interest on
the remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the following:
ɽ The amount of the initial measurement of lease liabilities;
ɽ any lease payment made at or before the commencement date less any lease incentives;
ɽ any initial direct costs; and
ɽ restoration costs.
The calculation of leased assets and liabilities requires the use of both estimation and judgement.
The determination of the lease term for each lease involves the Group’s judgement on the
likelihood of any extension and termination options being exercised. The Group considers
all facts and circumstances around the extension and termination options, including the
enforceability of such options and the economic incentive created for the Group to exercise
such options. Several of the Group’s leases contain such clauses. For each lease, a conclusion
was reached on the overall likelihood of the option being exercised. Such options are only
included in the lease term if the lease is reasonably certain to be extended or terminated by
the Group. The potential future cash outflows relating to extension options not included in
the measurement of lease liabilities approximate to £92.4 million (2025: £95.7 million).
In addition, the identification of an appropriate discount rate to use in the calculation of the
lease liabilities involves estimation. Where the lease’s implicit rate is not readily determinable,
an incremental borrowing rate, being the rate that the individual lease would have to pay to
borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar
economic environment with similar terms and conditions, must be calculated by the Group.
Right-of-use assets are generally depreciated over the lease term on a straight-line basis.
2026
Notes
£’m
£’m
Right-of-use assets – Office premises
At 1 April
64.7
72.0
Additions and remeasurements
27.4
2.4
Depreciation
4
(9.8)
(9.3)
Foreign exchange adjustment
0.6
(0.4)
At 31 March
82.9
64.7
Lease liabilities
Current
9.8
10.0
Non-current
94.5
76.6
104.3
86.6
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026132
Strategic Report Governance Additional InformationFinancial Statements
The remaining contractual maturities of the Group’s lease liabilities at the end of the current
reporting period were:
2026
2025
Present value Present value
of the minimum Total Minimum of the minimum Total minimum
lease payments lease payments lease payments lease payments
£’m
£’m
£’m
£’m
Within one year
9.8
14.4
10.0
12.8
Between one and five years
39.7
54.1
34.2
41.8
Over five years
54.8
67.9
42.4
45.6
104.3
136.4
86.6
100.2
The total cash outflow for leases during the year ended 31 March 2026 was £13.5 million
(2025: £13.4 million).
13. Intangible assets
Intangible assets represent investment management contracts acquired through the Sanlam
transaction (refer to note 29 for detail). Intangible assets that are acquired by the Group and
have finite useful lives are measured at cost less accumulated amortisation and impairment
losses. The amortisation charge for the year is included in operating expenses in the consolidated
statement of comprehensive income, on a straight-line basis over their estimated useful life.
The amortisation method, useful lives and residual values are reviewed annually and adjusted if
appropriate. The estimated useful lives of the investment management contracts are 15 years.
Impairment assessment was performed at acquisition using a discounted cash flow model with
an appropriate discount rate and assumptions including market performance. Based on the
valuation results, no impairment was identified.
2026
Notes £’m
Addition
303.5
Amortisation
4
(4.2)
Foreign exchange adjustment
(5.8)
At 31 March
293.5
14. Deferred taxation
The components of deferred tax assets and liabilities recognised in the consolidated statement
of financial position and the movements during the year were:
2026
£’m
£’m
Deferred tax assets arising from the following:
Share awards and other employee benefits
9.3
5.9
Deferred compensation payments
26.2
22.1
Other temporary differences
1.8
1.3
Gross deferred tax assets
37.3
29.3
Less: Offset against deferred tax liabilities
(1.3)
(1.3)
Deferred tax assets
36.0
28.0
Deferred tax liabilities arising from the following:
Unrealised capital gain
63.8
44.2
Other temporary differences
1.4
1.0
Gross deferred tax liabilities
65.2
45.2
Less: Offset against deferred tax assets
(1.3)
(1.3)
Deferred tax liabilities
1
63.9
43.9
Net deferred tax liabilities
(27.9)
(15.9)
1. Includes £63.5 million (2025: £43.8 million) related to policyholders.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026133
Strategic Report Governance Additional InformationFinancial Statements
Share awards
and other Deferred Other
employee compensation temporary Unrealised Net deferred
benefits payments differences capital gain tax liabilities
2026
£’m
£’m
£’m
£’m
£’m
At 1 April
5.7
22.1
0.5
(44.2)
(15.9)
Credited/(charged) to:
Profit or loss
2.1
2.3
(0.2)
0.1
4.3
Directly to equity
1.4
–
–
–
1.4
Acquired through Sanlam
transaction
0.1
1.2
–
–
1.3
Policyholder funds
–
–
–
(16.9)
(16.9)
Foreign exchange adjustment
–
0.6
0.1
(2.8)
(2.1)
At 31 March
9.3
26.2
0.4
(63.8)
(27.9)
Share awards
and other Deferred Other
employee compensation temporary Unrealised Net deferred
benefits payments differences capital gain tax liabilities
2025
£’m
£’m
£’m
£’m
£’m
At 1 April
6.3
21.9
0.4
(38.4)
(9.8)
(Charged)/credited to:
Profit or loss
(1.0)
0.2
0.1
–
(0.7)
Other comprehensive income
0.5
–
–
–
0.5
Directly to equity
(0.2)
–
–
–
(0.2)
Policyholder funds
–
–
–
(5.7)
(5.7)
Foreign exchange adjustment
0.1
–
–
(0.1)
–
At 31 March
5.7
22.1
0.5
(44.2)
(15.9)
15. Policyholders’ assets and liabilities and third party
interest in consolidated investment funds
The Group undertakes investment-linked insurance business through one of its South African
entities which issues linked policies to the policyholders. These policies are unit-linked investment
contracts, with measurement directly linked to the underlying investment assets which are
carried at fair value through profit or loss. As the underlying investment assets are beneficially
held by the Group, these assets together with the contract liabilities due to the policyholders
are included in the consolidated statement of financial position and labelled as linked investments
backing policyholder funds and policyholder investment contract liabilities respectively.
These policyholders’ assets and liabilities are classified as current assets and liabilities as they
represent the amounts available to policyholders who can withdraw their funds on demand.
Policyholder investment contracts do not qualify as insurance contracts as defined in IFRS 17
Insurance Contracts as there is no transfer of insurance risk. Therefore, these contracts are
accounted for as financial liabilities under IFRS 9 and are also carried at fair value through profit
or loss so as to avoid a mismatch in profit or loss between the policyholder investments linked
to investment contracts and the policyholder investment contract liabilities. Gains and losses
from assets and liabilities of these contracts are attributable to third party investors in linked
investments backing policyholder funds. As a result, any gain or loss is offset by a change in
the obligation to investors and is not included in the Group’s net gain/loss on investments.
Surplus transferred to shareholders represents deductions from policyholder funds to which
the Group is entitled in exchange for managing policyholder investments. These amounts are
included in net revenue.
Linked investments backing policyholder funds and consolidated
investment funds
The pooled portfolio of assets that is linked to policyholder investment contract liabilities and
third party interest in consolidated investment funds was:
2026
£’m
£’m
Quoted investments at fair value
Equities
771.4
761.3
Derivatives
(10.8)
1.7
760.6
763.0
Unquoted investments at fair value
Collective investment schemes
9,398.4
7,833.6
Equities
22.8
6.2
Debt instruments
3, 277.3
2,598.3
Derivatives
(1.5)
(1.0)
Cash and cash equivalents
199.6
213.1
Unrecognised policyholder reduction
1
(14.1)
(12.1)
12,882.5
10,638.1
13,643.1
11,401.1
1. Related to accrued surplus on policyholder funds yet to be transferred to shareholders.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026134
Strategic Report Governance Additional InformationFinancial Statements
The movements in linked investments backing policyholder funds and consolidated investment
funds were:
2026
2025
Notes
£’m
£’m
At 1 April
11,401.1
10,298.3
Net fair value gains on linked investments backing policyholder
funds
22(a)
1,011.6
636.5
Net acquisition of linked investments backing policyholder funds
22(a)
578.0
309.1
Net movement in cash and cash equivalents within linked
investments backing policyholder funds
(24.1)
133.8
Net asset value of investment funds recognised upon
consolidation
17.3
–
Net movement in consolidated investment funds
5.8
–
Foreign exchange adjustment
653.4
23.4
At 31 March
13,643.1
11,401.1
Policyholder investment contract liabilities and third party interest
in consolidated investment funds
The movements in policyholder investment contract liabilities and third party interest
in consolidated investment funds were:
2026
2025
Notes
£’m
£’m
At 1 April
11,359.7
10,278.5
Investment income on linked investments backing policyholder
funds
502.6
484.2
Net fair value gains on linked investments backing policyholder
funds
1,011.6
636.5
Investment and administration expenses
(53.0)
(43.0)
Income tax expense – policyholders
(29.1)
(14.8)
Current tax expense – policyholders
(12.2)
(9.1)
Deferred tax expense – policyholders
14
(16.9)
(5.7)
Surplus transferred to shareholders
(42.9)
(45.5)
Net fair value change in policyholder investment contract liabilities
22(a)
1,389.2
1 ,017.4
Net contributions
22(a)
163.5
40.1
Third party interest in investment funds recognised upon
consolidation
17.3
–
Net movement in third party interest in consolidated investment funds
5.8
–
Foreign exchange adjustment
650.8
23.7
At 31 March
13,586.3
11,359.7
16. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and money market funds that are readily
convertible to a known amount of cash and are subject to an insignificant risk of changes in
value. Cash balances within linked investments backing policyholder funds of £199.6 million
(2025: £213.1 million) as set out in note 15 are not included in cash and cash equivalents as
they are not available for use by the Group.
2026
£’m
£’m
Cash at bank
121.5
114.3
Money market funds
312.9
272.3
434.4
386.6
17. Other liabilities
Other liabilities mainly consist of the liabilities due to employees related to deferred
compensation. The obligation in respect of long-term employee benefits, other than retirement
benefits, is the amount of future benefit that employees have earned in return for their service
in the current and prior periods. This future benefit relates to deferred compensation provided
by the Group to its employees, which the Group invests in pooled vehicles managed by entities
within the Group. At the end of the specified period, employees are entitled to an amount equal
to the value of the investments held by the Group (note 10). It is management’s view that the most
relevant measure of the employee benefit liabilities is therefore the fair value of the investments
held by the Group. As there are no material ongoing performance requirements following the
grant of the award, judgement has been applied in determining that the charge should be
booked in full in profit or loss in the year in which the award is earned. Deferred compensation
liabilities include applicable employer tax. Third party interests in employee benefits trusts
consist of employees’ interests in EBTs which are reflected as a liability to the Group.
2026
£’m
£’m
Non-current
Deferred compensation liabilities
34.0
26.3
Third party interests in employee benefit trusts
1
8.1
4.8
42.1
31.1
Current
Deferred compensation liabilities
28.6
33.0
70.7
64.1
1. This was referred to as “Third party interests in consolidated funds” in the prior year and has been renamed to better reflect
the nature of the entity.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026135
Strategic Report Governance Additional InformationFinancial Statements
18. Trade and other receivables
Trade and other receivables consist of amounts expected to be received from third parties in
the ordinary course of business as well as prepayments and deposits. An analysis of the ageing
profile of trade receivables is disclosed in note 27(b).
2026
2025
Notes
£’m
£’m
Non-current
Other receivables
–
1.4
Deposits
0.4
0.3
0.4
1.7
Current
Trade receivables
27(b)
130.7
106.5
Subscription accounts receivable
46.2
34.0
Trade receivables related to policyholders
47.9
50.1
Other receivables
1
18.8
9.8
Prepayments and deposits
20.7
18.6
264.3
219.0
1. Principally relate to sundry debtors and fund recharge receivables.
19. Trade and other payables
Trade and other payables consist of amounts due to third parties arising in the ordinary course
of business. All trade and other payables are measured at amortised cost and are expected to
be settled within one year or are repayable on demand.
2026
2025
£’m
£’m
Employee related payables
149.2
122.9
Subscription accounts payable
55.8
43.3
Commission payables
35.3
25.6
Accrued expenses
23.1
21.9
Trade payables related to policyholders
37.8
47.8
Other payables
30.3
11.8
331.5
273.3
20. Share capital, share premium and reserves
20(a) Share capital and share premium
Ordinary shares are classified as equity instruments when there is no contractual obligation
to deliver cash or other assets to another entity. The value of the Group’s share capital consists
of the number of ordinary shares in issue in Ninety One plc and Ninety One Limited multiplied
by their nominal value.
During the year ended 31 March 2026, the Group issued shares in exchange for intangible
assets and ordinary shares of Sanlam Investment Management (Pty) Limited (“SIMSA”) as
part of the Sanlam transaction. As a result, a share premium of £138.6 million has been
recognised in Ninety One plc from the Sanlam transaction (note 29).
In addition, the Group carried out share buyback programmes for both Ninety One Limited and
Ninety One plc. Details of the share buybacks are:
i) Ninety One Limited bought back and cancelled 8.2 million (2025: 10.2 million) of its ordinary
shares on-market at an average price of R36.84 (2025: R37.86) per share, amounting to a
total consideration of R303.1 million, equivalent to £13.0 million (2025: R384.5 million,
equivalent to £16.5 million) including transaction costs; and
ii) Ninety One plc bought back and cancelled 9.1 million (2025: 0.4 million) of its ordinary
shares on-market at an average price of £1.58 per share, amounting to a total consideration
of £14.4 million (2025: £0.6 million) including transaction costs.
These share buyback transactions have resulted in a total consideration paid of £27.4 million
(2025: £17.1 million), and reductions in share capital of £12.0 million (2025: £15.0 million) and
retained earnings of £16.8 million (2025: £4.0 million).
To maintain the same equalisation ratio in the DLC structure, an equal number of special
converting shares in Ninety One plc and Ninety One Limited were issued or redeemed following
the issuance or cancellation of ordinary shares in Ninety One Limited and Ninety One plc.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026136
Strategic Report Governance Additional InformationFinancial Statements
Details of the share capital of Ninety One plc and Ninety One Limited are:
2026
Number of Nominal Share Number of Nominal
shares value premium shares value
Millions
£’m
£’m
Millions
£’m
Ninety One plc
Ordinary shares of £0.0001 each,
issued, allotted and fully paid
1
Ordinary shares at 1 April
622.2
0.1
–
622.6
0.1
Shares issued (note 29)
59.1
–
138.6
–
–
Shares cancelled
(9.1)
–
–
(0.4)
–
Ordinary shares at 31 March
672.2
0.1
138.6
622.2
0.1
Special converting shares of £0.0001
each, issued, allotted and fully paid
2
Special converting shares at 1 April
274.6
–
–
284.8
–
Shares issued (note 29)
66.6
–
–
–
–
Shares redeemed
(8.2)
–
–
(10.2)
–
Special converting shares at 31 March
333.0
–
–
274.6
–
UK DAS share *
–
– *
–
UK DAN share *
–
– *
–
Special voting share *
–
– *
–
Special rights share *
–
– *
–
Ninety One plc balance
at 31 March
0.1
138.6
0.1
2026
Number of Nominal Share Number of Nominal
shares value premium shares value
Millions
£’m
£’m
Millions
£’m
Ninety One Limited
Ordinary shares with no par value,
issued, allotted and fully paid
1
Ordinary shares at 1 April
274.6
403.6
–
284.8
418.6
Shares issued (note 29)
66.6
166.7
–
–
–
Shares cancelled
(8.2)
(12.0)
–
(10.2)
(15.0)
Ordinary shares at 31 March
333.0
558.3
–
274.6
403.6
Special converting shares with no par
value, issued, allotted and fully paid
2
Special converting shares at 1 April
622.2
–
–
622.6
–
Shares issued (note 29)
59.1
–
–
–
–
Shares redeemed
(9.1)
–
–
(0.4)
–
Special converting shares at 31 March
672.2
–
–
622.2
–
SA DAS share *
–
– *
–
SA DAN share *
–
– *
–
Special voting share *
–
– *
–
Special rights share *
–
– *
–
Ninety One Limited balance
at 31 March
558.3
–
403.6
Total ordinary shares at 31 March
1,005.2
558.4
138.6
896.8
403.7
* Represents one share.
1. All ordinary shares in issue rank pari passu and carry the same voting rights and entitlement to receive dividends and other
distributions declared or paid by the Group. Ninety One Limited is authorised to issue one billion ordinary shares with no par value.
2. Special shares will not have any rights to vote, except on a resolution either to vary the rights attached to such share or
on capital by Ninety One plc or Ninety One Limited. Under the terms of the DLC Agreements, shareholders of Ninety One plc
and Ninety One Limited have common economic and voting rights as if Ninety One plc and Ninety One Limited are a single
decision-making body. These include equivalent dividends on a per share basis, joint electorate and class right variations.
Special converting shares, special voting shares and special rights shares are issued to facilitate joint voting by shareholders
of Ninety One plc and Ninety One Limited on any joint electorate action and class rights action. The UK DAS share, UK DAN
share, SA DAS share and SA DAN share are dividend access shares that support the DLC equalisation principles, including
the requirement that ordinary shareholders of Ninety One plc and Ninety One Limited are paid equal cash dividends per
share.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026137
Strategic Report Governance Additional InformationFinancial Statements
20(b) Demerger reserves and other reserves
Demerger reserves
During the demerger from Investec in March 2020, the following reserves were created:
£’m
Distributable reserve (i)
732.2
Merger reserve (ii)
183.0
DLC reserve (iii)
(1,236.5)
At 31 March 2026 and 2025
(321.3)
i) The distributable reserve is a court approved distributable reserve available for future
distributions by way of dividend, originally pertaining to the premium on a proportion of the
shares issued by Ninety One plc to acquire Ninety One UK Limited at the time of demerger.
ii) Merger reserve is a legally created reserve under section 612 of the Companies Act 2006.
iii) DLC reserve is an accounting reserve in equity, representing the difference between the
consideration for the acquired net assets and the related share capital and share premium.
Other reserves
The movements in other reserves during the year were:
Share-based Foreign currency
payment translation
reserve
reserve
Total
2026
£’m
£’m
£’m
(iv) (v)
At 1 April
32.0
(41.5)
(9.5)
Foreign exchange differences on translation of foreign
subsidiaries
–
4.5
4.5
Share-based payment charges
21.7
–
21.7
Vesting and release of share awards
(15.2)
–
(15.2)
At 31 March
38.5
(37.0)
1.5
Share-based Foreign currency
payment translation
reserve
reserve
Total
2025
£’m
£’m
£’m
At 1 April
32.0
(42.7)
(10.7)
Foreign exchange differences on translation of foreign
subsidiaries
–
1.2
1.2
Share-based payment charges
16.2
–
16.2
Vesting and release of share awards
(16.2)
–
(16.2)
At 31 March
32.0
(41.5)
(9.5)
iv) The share-based payment reserve comprises the fair value of share awards granted which
are yet to be exercised. The amount will be reversed to the own share reserve when the
related awards are vested and transferred to employees.
v) The foreign currency translation reserve represents the exchange differences arising from
the translation of the financial statements of foreign subsidiaries.
20(c) Own share reserve
The Group established the EBTs for the purpose of purchasing the Group’s shares and satisfying
the share-based payment awards granted to employees. The EBTs are funded and operated
by the relevant entity of the Group and hold shares that have not vested unconditionally to
employees of the Group. The EBTs are consolidated into the Group’s consolidated financial
statements, with any Ninety One shares held by the EBTs classified as own shares deducted
from equity of the Group’s consolidated statement of financial position. These shares are
recorded at cost, and no gain or loss is recognised in the Group’s consolidated statement
of comprehensive income on the purchase, sale, issue or cancellation of these shares.
The movements in own share reserve during the year were:
2026
2025
Number of Number of
shares shares
Millions
£’m
Millions
£’m
At 1 April
36.0
67.5
23.3
49.8
Own shares purchased
7.5
12.7
19.4
31.0
Own shares vested and released
(7.2)
(13.6)
(6.7)
(13.3)
Share buyback transactions
(0.2)
(0.5)
–
–
At 31 March
36.1
66.1
36.0
67.5
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026138
Strategic Report Governance Additional InformationFinancial Statements
21. Share-based payments
The equity settled expense charged to the statement of comprehensive income related to
share-based payments (excluding employer taxes) was:
2026
2025
£’m
£’m
Ninety One plc LTIP and Ninety One Limited LTIP (note 21(a)(i))
21.7
16.2
21(a) Ninety One share scheme
The Group has two long-term incentive plans and a UK tax advantaged share incentive plan.
These are the Ninety One plc Long-Term Incentive Plan (“Ninety One plc LTIP”), Ninety One
Limited Long-Term Incentive Plan (“Ninety One Limited LTIP”) and Ninety One Share Incentive
Plan (“Ninety One SIP”) (collectively known as the “Ninety One share scheme”). Awards under
the Ninety One share scheme have been accounted for as equity-settled share-based payments.
The fair value of employee services received, measured by reference to the grant date fair value
of the awards adjusted by the estimate of the likely levels of forfeiture and achievement of
performance criteria, is recognised as an expense over the vesting period with a corresponding
credit to the share-based payment reserve in the equity of the Group’s consolidated financial
statements. The vesting period for these plans may commence before the legal grant date if the
employees have started to render services in respect of the award before the legal grant date,
where there is a shared understanding of the terms and conditions of the arrangement. At each
period end, the Group reassesses the number of equity instruments expected to vest, and
recognises any difference between the revised and original estimate in the consolidated
statement of comprehensive income with a corresponding adjustment to the share-based
payment reserve in equity. Failure to meet a vesting condition by the employee is not treated
as a cancellation, and the amount of expense recognised for the award is adjusted to reflect
the number of awards expected to vest.
(i) Ninety One plc LTIP and Ninety One Limited LTIP
Employees of Ninety One plc and its subsidiaries are eligible to participate in the Ninety One plc
LTIP. Employees of Ninety One Limited and its subsidiaries are eligible to participate in the
Ninety One Limited LTIP. Awards are made at the discretion of the Group’s Human Capital
and Remuneration Committee and may be granted in the form of options, forfeitable shares
or conditional awards. Awards granted under the Ninety One plc LTIP are over shares in
Ninety One plc and awards granted under the Ninety One Limited LTIP are over shares in
Ninety One Limited.
The awards granted under the Ninety One plc LTIP and Ninety One Limited LTIP in this financial
year took the form of forfeitable shares or conditional awards.
Awards are granted during the year in the following circumstances:
ɽ Annual bonus deferral into shares: The Group operates a bonus deferral arrangement
which allows for a portion of selected employees’ annual bonus to be deferred into an
award under the Ninety One plc LTIP or Ninety One Limited LTIP when the award offer is
received. The bonus deferral awards over shares will vest after approximately three years.
ɽ Ad hoc awards for strategically important employees and new hires, excluding Executive
Directors: these awards have bespoke vesting periods of up to five years and may be
subject to performance conditions.
ɽ Annual single incentive award: awards granted to Executive Directors based on the long
term and short term performance measures as determined by the Human Capital and
Remuneration Committee annually. These awards will vest on the third anniversary of grant
and be subject to further holding period after vesting of up to two years.
2026
Number of Number of
ordinary shares ordinary shares
Millions
Millions
Outstanding at 1 April
26.6
21.0
Granted
10.4
14.0
Vested
(8.0)
(7.8)
Forfeited
(0.6)
(0.6)
Outstanding at 31 March
28.4
26.6
The weighted average fair value of shares granted under these plans during the year ended
31 March 2026 was £1.87 (2025: £1.76). Fair value is equal to the market value of the shares
at the date of grant.
(ii) Ninety One SIP
The Ninety One SIP is an all-employee share plan. Free share awards were made under the
Ninety One SIP. All eligible UK employees on the admission date in March 2020 received their
listing awards as free share awards under the Ninety One SIP which were subject to a three-
year holding period starting from the grant date. All free share awards have fully vested in a
prior year. The Ninety One SIP is currently used as an employee share purchase plan.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026139
Strategic Report Governance Additional InformationFinancial Statements
22. Notes to the consolidated statement of cash flows
22(a) Reconciliation of cash flows from operations
2026
2025
Notes
£’m
£’m
Cashflows from operations – shareholders
Profit before tax
207.5
204.3
Adjusted for:
Net gain on investments
5
(8.4)
(4.6)
Depreciation of property and equipment
4
4.8
4.5
Depreciation of right-of-use assets
4
9.8
9.3
Amortisation of intangible assets
4,13
4.2
–
Interest income
6
(15.5)
(19.3)
Interest expense
6
3.5
3.3
Net loss of pension fund
0.1
0.3
Share of loss/(profit) from associates
0.6
(2.4)
Share-based payment charges
4(a)
21.7
16.2
Working capital changes:
Trade and other receivables
(37.8)
2.4
Trade and other payables
53.0
(6.6)
Other liabilities
(0.7)
4.0
242.8
211.4
Cashflows from operations – policyholders
Adjusted for:
Net fair value gains on linked investments backing policyholder funds
15
(1,011.6)
(636.5)
Net fair value change in policyholder investment contract liabilities
15
1,389.2
1,017.4
Net contributions received from policyholders
15
163.5
40.1
Net acquisition of linked investments backing policyholder funds
15
(578.0)
(309.1)
Working capital changes:
Trade and other receivables
4.7
8.7
Trade and other payables
(12.2)
7.2
Other movements
20.3
5.8
(24.1)
133.6
22(b) Reconciliation of liabilities arising from financing activities
The table below details changes in the Group’s liabilities from financing activities, including both
cash and non-cash changes. Liabilities arising from financing activities are liabilities for which
cash flows were, or future cash flows will be, classified in the consolidated statement of cash
flows as cash flows from financing activities.
Lease liabilities
2026
Notes
£’m
£’m
At 1 April
86.6
94.7
Changes from cash flows:
Principal elements of lease payments
(10.1)
(10.1)
Interest paid in respect of lease liabilities
(3.4)
(3.3)
Payment of lease liabilities
(13.5)
(13.4)
Other changes:
Additions and remeasurements of lease liabilities
27.4
2.4
Interest expense on lease liabilities
6
3.4
3.3
Foreign exchange adjustment
0.4
(0.4)
At 31 March
104.3
86.6
22(c) Reconciliation of cash flow (including policyholders figures)
2026
2025
Policyholders
Shareholders
Total
Policyholders
Shareholders
Total
£’m
£’m
£’m
£’m
£’m
£’m
Cash and cash
equivalents at 1 April
213.1
386.6
599.7
81.8
375.3
457.1
Net change in cash
and cash equivalents
(24.1)
41.0
16.9
133.6
11.6
145.2
Effect of foreign
exchange rate changes
10.6
6.8
17.4
(2.3)
(0.3)
(2.6)
Cash and cash
equivalents at 31 March
199.6
434.4
634.0
213.1
386.6
599.7
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026140
Strategic Report Governance Additional InformationFinancial Statements
23. Commitments
The Group has a total of £35.2 million (2025: £32.7 million) investment call commitments of
which £21.4 million (2025: £18.4 million) has been drawn down and included in investments,
resulting in commitments outstanding at 31 March 2026 not recognised as liability in the
consolidated financial statements of £13.8 million (2025: £14.3 million).
24. Interests in unconsolidated structured entities
A structured entity is an entity that has been designed so that voting or similar rights are not
the dominant factor in deciding control, such as when any voting rights relate to administrative
tasks only, or when the relevant activities are directed by means of contractual arrangements. The
types of structured entities that the Group does not consolidate but in which it holds an interest are:
Type of structured entity
Nature and purpose
Interest held by the Group
Mutual funds
To manage assets on behalf of investors and
i)
Shares or units issued
generate fees for the investment manager. by the funds
These vehicles are financed through the issue
ii)
Management fee
of shares or units to investors. and performance fee
Interests held by the Group in mutual funds are:
Carrying amount Investment Management/
included in the management and performance
Number AUM of statement of performance fees fees receivable
of funds the funds financial position for the year as at year end
£’bn
£’m
£’m
£’m
At 31 March 2026
156
75.6
314.5
363.2
41.1
At 31 March 2025
125
56.0
277.0
341.4
33.7
The Group’s proprietary investments in mutual funds comprise investment in money market
funds and seed investments which are classified as cash and cash equivalents and current
investments on the consolidated statement of financial position respectively. Within the
carrying value of the Group’s proprietary investments, £155.9 million (2025: £176.3 million) is
invested in money market funds which are managed by third parties. The carrying value of the
Group’s proprietary investments and fees receivable represent the Group’s maximum exposure
to loss from the interests in unconsolidated structured entities. In addition to the Group’s
proprietary investments, £57.8 million (2025: £54.7 million) of deferred compensation
investments and £9,382.1 million (2025: £7,833.6 million) of linked investments backing
policyholder funds also invested into these mutual funds.
During the years ended 31 March 2026 and 2025, the Group did not provide financial support to
unconsolidated structured entities and has no intention of providing financial or other support.
25. Related parties
In the ordinary course of business, the Group carries out transactions with related parties,
as defined by IAS 24 Related Party Disclosures. Apart from those disclosed elsewhere in the
consolidated financial statements, material transactions for the year are set out below.
25(a) Transactions with key management personnel
The key management personnel are defined as the Directors (both Executive and Non-Executive)
of Ninety One plc and Ninety One Limited. Details of the compensation paid to the Directors are
disclosed on pages 86 and 87 as well as their shareholdings in the Group on page 96 of the
Annual Report on Remuneration.
The remuneration related to key management personnel for employee services was:
2026
£’m
£’m
Short-term employee benefits
5.4
3.7
Share-based payments
2.3
2.9
7.7
6.6
25(b) Balance and transactions with Marathon Trust and Forty Two
Point Two
Ninety One employees indirectly hold an interest in the Group through the Marathon Trust (the
“Trust”) and Forty Two Point Two. The Trust owns 100 percent of Forty Two Point Two and Forty
Two Point Two owns 25.52 percent (2025: 28.44 percent) of the Group. During the year ended
31 March 2026, Forty Two Point Two decreased their shareholding in the Group by 2.92 percent
(2025: increased by 0.65 percent) due to dilution as a result of the Group issuing new shares,
partly offset by the purchases of shares by Forty Two Point Two in the market and by the
Group’s share buyback programmes.
The terms and conditions of the transaction were no more favourable than those available,
or which might be expected to be available, on a similar transaction to non-related entities.
There are no cross guarantees between Ninety One and Forty Two Point Two.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026141
Strategic Report Governance Additional InformationFinancial Statements
26. Financial instruments
Recognition and derecognition of financial instruments
Financial instruments are initially recognised on the statement of financial position when,
and only when, the Group becomes a party to the contractual provisions of the particular
instrument. On initial recognition, financial assets are measured at fair value plus, for financial
assets not measured at fair value through profit or loss, transaction costs that are directly
attributable to the acquisition or issue of the financial assets. Initial recognition of financial
liabilities is at fair value less directly attributable transaction costs. Financial assets are
derecognised when the Group transfers substantially all risks and rewards of ownership.
In addition, financial assets are derecognised when the contractual rights to the cash flows
from the financial asset expire or the Group transfers the rights to receive the contractual cash
flows in a transaction in which the Group neither transfers nor retains substantially all of the risks
and rewards of ownership and it does not retain control of the financial asset. Financial liabilities
are derecognised when, and only when, the obligations under the contract are discharged,
cancelled or expire.
Classification and measurement of financial assets and
financial liabilities
Financial assets are classified into three principal classification categories: measured at
amortised cost, at fair value through other comprehensive income and at fair value through
profit or loss (“FVTPL”). The classification of financial assets is based on the business model
under which the financial asset is managed and its contractual cash flow characteristics.
The Group’s financial assets are either classified as measured at FVTPL or amortised cost.
Financial assets measured at amortised cost
Financial assets are measured at amortised cost when their contractual cash flows represent
solely payments of principal and interest and they are held within a business model designed
to collect cash flows. It typically applies to the Group’s cash and cash equivalents, excluding
money market funds, and trade and other receivables. The carrying amount of financial assets
measured at amortised cost is adjusted for expected credit losses (“ECLs”) under the ECL
model. Movements in the ECL provision are recognised in other income in the consolidated
statement of comprehensive income.
Financial assets measured at FVTPL
Financial assets measured at FVTPL consist of linked investments backing policyholder
funds and consolidated investment funds, holdings in pooled vehicles as part of the deferred
compensation plan (explained further below), money market funds within cash and cash
equivalents, seed capital investments, investments in unlisted investment vehicles and other
investments. These financial assets do not meet the classification criteria of measuring at
amortised cost and fair value through other comprehensive income and therefore, they are
initially recognised at fair value and subsequently measured at FVTPL, with gains and losses
recognised in the consolidated statement of comprehensive income in the period in which
they arise.
When available, the Group measures the fair value of an instrument, such as interest-bearing
investments, listed investments and investments in collective investment schemes and mutual
funds, using the quoted price in an active market. If there is no quoted price in an active market,
such as derivatives and unlisted investments, the fair value of these investments is determined
by applying a generally accepted valuation technique.
Impairment of non-financial assets
The carrying amounts of the Group’s non-financial assets are reviewed at each reporting
date to determine whether there is any indication of impairment. If any such indication exists,
the asset’s recoverable amount is estimated. At the reporting date, there was no indication
of impairment of any non-financial assets.
Financial liabilities
Financial liabilities comprise policyholder investment contract liabilities and third party interest
in consolidated investment funds, lease liabilities, other liabilities and trade and other payables.
All financial liabilities, excluding policyholder investment contract liabilities and third party
interest in consolidated investment funds and other liabilities, are measured at amortised cost
using the effective interest method. Policyholder investment contract liabilities and third party
interest in consolidated investment funds and other liabilities are measured at fair value through
profit or loss with movements in fair value recognised in the consolidated statement of
comprehensive income.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026142
Strategic Report Governance Additional InformationFinancial Statements
The Group’s financial instruments by category and reconciled to the consolidated statement
of financial position at 31 March were:
Financial
Financial instruments
instruments at measured at Total financial Non-financial
FVTPL amortised cost instruments
instruments
Total
2026
£’m
£’m
£’m
£’m
£’m
Investments
92.8
–
92.8
–
92.8
Investment in associates
–
–
–
0.9
0.9
Property and equipment
–
–
–
23.8
23.8
Right-of-use assets
–
–
–
82.9
82.9
Intangible assets
–
–
–
293.5
293.5
Deferred tax assets
–
–
–
36.0
36.0
Linked investments backing
policyholder funds and
consolidated investment funds
13,643.1
–
13,643.1
–
13,643.1
Trade and other receivables
–
243.6
243.6
21.1
264.7
Pension fund asset
–
–
–
0.6
0.6
Income tax recoverable
–
–
–
3.6
3.6
Cash and cash equivalents
312.9
121.5
434.4
–
434.4
Total assets
14,048.8
365.1
14,413.9
462.4
14,876.3
Policyholder investment
contract liabilities and third
party interest in consolidated
investment funds
(13,586.3)
–
(13,586.3)
–
(13,586.3)
Other liabilities
1
(70.7)
–
(70.7)
–
(70.7)
Lease liabilities
–
(104.3)
(104.3)
–
(104.3)
Trade and other payables
1
–
(331.5)
(331.5)
–
(331.5)
Income tax payable
–
–
–
(17.0)
(17.0)
Deferred tax liabilities
–
–
–
(63.9)
(63.9)
Total liabilities
(13,657.0)
(435.8)
(14,092.8)
(80.9)
(14,173.7)
Financial
Financial instruments
instruments at measured at Total financial Non-financial
FVTPL amortised cost instruments
instruments
Total
2025
£’m
£’m
£’m
£’m
£’m
Investments
83.3
–
83.3
–
83.3
Investment in associates
–
–
–
2.6
2.6
Property and equipment
–
–
–
21.2
21.2
Right-of-use assets
–
–
–
64.7
64.7
Deferred tax assets
–
–
–
28.0
28.0
Linked investments backing
policyholder funds and
consolidated investment funds
11,401.1
–
11,401.1
–
11,401.1
Trade and other receivables
–
201.8
201.8
18.9
220.7
Pension fund asset
–
–
–
0.7
0.7
Income tax recoverable
–
–
–
3.2
3.2
Cash and cash equivalents
272.3
114.3
386.6
–
386.6
Total assets
11,756.7
316.1
12,072.8
139.3
12,212.1
Policyholder investment
contract liabilities and third
party interest in consolidated
investment funds
(11,359.7)
–
(11,359.7)
–
(11,359.7)
Other liabilities
1
(64.1)
–
(64.1)
–
(64.1)
Lease liabilities
–
(86.6)
(86.6)
–
(86.6)
Trade and other payables
1
–
(273.3)
(273.3)
–
(273.3)
Income tax payable
–
–
–
(10.9)
(10.9)
Deferred tax liabilities
–
–
–
(43.9)
(43.9)
Total liabilities
(11,423.8)
(359.9)
(11,783.7)
(54.8)
(11,838.5)
1. The nature of other liabilities and employee related payables within trade and other payables is that of IAS 19 Employee
Benefit obligations. Consequently these are not within the scope of IAS 32 and IFRS 7. However, they have been included
within the financial instruments disclosures in order to reflect the unavoidable contractual obligation that the Group has to
its employees.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026143
Strategic Report Governance Additional InformationFinancial Statements
27. Financial risk management and fair values
of financial instruments
The Group has exposure to credit and liquidity risk which arises in the normal course of the
business. The Group is also exposed to market risk arising from its financial instruments.
This note presents information about the Group’s exposure to each of the above risks and the
objectives, policies and processes for measuring and managing risk.
The Board of Directors of the Group has overall responsibility for the oversight of the Group’s
risk management framework, the supporting system of internal controls, and for reviewing their
effectiveness. The Management Risk Committee, which is responsible for developing and
monitoring the Group’s risk management policies, reports quarterly to the Board of Directors
on its activities.
The Group’s risk management policies are established to identify, assess, monitor and report
current and emerging risks faced by the Group, to set appropriate risk limits and controls, and
to monitor risks and adherence to limits. The Management Risk Committee meets quarterly
and risk management policies and framework tools are reviewed regularly to reflect changes
in market conditions and the Group’s business activities. The Management Audit Committee
reviews and oversees financial, audit and tax-related matters. The Internal Audit Team undertakes
both regular and ad hoc reviews of the governance framework, risk management and control
environment, the results of which are reported to the Management Risk Committee, as well as
the DLC Audit and Risk Committee.
The DLC Audit and Risk Committee oversees how management monitors compliance with the
Group’s risk management policies and procedures and reviews the adequacy and effectiveness
of the risk management framework in relation to the risks faced by the Group. The DLC Audit and
Risk Committee receives updates from the Internal Audit Team, the Management Risk Committee
and the Management Audit Committee on a regular basis. Material risks are appropriately escalated
to the DLC Audit and Risk Committee, and all levels of risk are regularly and formally evaluated.
27(a) Policyholders’ assets and liabilities and third party interest
in consolidated investment funds
The Group has no credit or market risk related to policyholders’ and third parties’ investments
and trade and other receivables as they are matched by the liability that the Group has to its
policyholders and third parties for the value of these assets. The risks and rewards associated
with the policyholders’ investments and trade and other receivables are therefore borne by
the policyholders and third parties and not by the Group. Therefore, the credit and market
risk disclosure in the remainder of this note only deals with the financial risks related to
non-policyholder and non-third parties’ financial assets and liabilities.
27(b) Credit risk
Credit risk is the risk of financial loss to the Group if a client or counterparty to a financial
instrument fails to meet its contractual obligations and arises principally from the Group’s trade
receivables. The Group’s credit risk arising from cash and cash equivalents is limited because
most counterparties are reputable banks or financial institutions with at least a credit rating of
A- assigned by Fitch Rating, which the management of the Group considers to have low credit
risk. The maximum exposure to credit risk is represented by the carrying value of trade
receivables, excluding policyholders’ trade and other receivables, subscription accounts
receivable, and cash and cash equivalents. The Group has no significant concentrations of
credit risk with respect to trade receivables as the client bases are widely dispersed in different
sectors and industries.
An analysis of credit ratings of financial assets, excluding policyholders’ trade and other
receivables and subscription accounts receivable, and the maximum exposure to credit risk was:
2026
2025
Other financial Other financial
Money assets measured Money assets measured
market Cash at at amortised market Cash at at amortised
funds bank
cost
1
Total funds bank
cost
1
Total
£’m
£’m
£’m
£’m
£’m
£’m
£’m
£’m
AAA
245.1
–
–
245.1
204.0
–
–
204.0
AA+
67.4
–
–
67.4
68.3
–
–
68.3
A+
–
94.7
–
94.7
–
81.7
–
81.7
A-
BBB+ and
–
2.0
–
2.0
–
2.2
–
2.2
lower
–
24.6
–
24.6
–
30.1
–
30.1
Not rated
0.4
0.2
130.7
131.3
–
0.3
106.5
106.8
Total
312.9
121.5
130.7
565.1
272.3
114.3
106.5
493.1
1. Relate to trade receivables, excluding policyholders’ trade and other receivables, subscription accounts receivable and
other receivables.
Ageing of trade receivables at year end was:
2026
Notes
£’m
£’m
Less than 30 days
123.2
90.6
Between 30 and 90 days
7.3
15.7
More than 90 days
0.2
0.2
18
130.7
106.5
Outstanding balances are aged monthly and long outstanding balances are actively followed up.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026144
Strategic Report Governance Additional InformationFinancial Statements
ECLs are calculated on all of the Group’s financial assets that are measured at amortised cost,
which are presented in note 26 to the consolidated financial statements.
In measuring ECLs, the Group takes into account reasonable and supportable information that
is available without undue cost or effort. This includes information about past events, current
conditions and forecasts of future economic conditions.
The ECLs amount depends on the specific stage that the financial asset has been allocated to
within the ECL model, which depends on whether there has been a significant increase in credit
risk since initial recognition of the financial instrument, it is in default, or is considered to be
credit impaired. For financial instruments with external credit ratings, the Group assumes that
credit risk on these financial instruments has increased significantly since initial recognition if
the credit rating has been significantly deteriorated. A financial asset is considered to be in
default when there is no realistic prospect of full recovery without recourse by the Group to
actions such as realising security (if any is held). Indicators that there is no reasonable expectation
of recovery include, among others, the failure of a debtor to engage in a repayment plan with
the Group after the contractual payment has been past due. The criteria of “default” are
consistent with those of “credit impaired”. The gross carrying amount of financial assets
is written off (either partially or in full) when they are considered credit impaired.
ECL allowances are measured on either i) 12-month ECL: that result from possible default
events within the 12 months after the reporting date; or ii) Lifetime ECLs: that result from all
possible default events over the expected life of a financial instrument.
The Group applies the IFRS 9 simplified approach to measuring ECLs for financial assets at
an amount equal to lifetime ECLs. The ECLs on financial assets are determined by grouping
together financial assets with similar credit risk characteristics and collectively assessing
them for the likelihood of recovery, taking into account prevailing economic conditions.
Expected loss rates are based on the profiles of financial assets over the preceding ten years
and the corresponding historical credit losses experienced within this period. These rates are
adjusted to reflect differences between economic conditions during the period over which
the historic data has been collected, current conditions and the Group’s view of economic
conditions over the expected lives of the receivables. The Group has identified the unemployment
rate of the countries in which it provides services to be the most relevant factors, and accordingly
adjusts the historical loss rates based on expected changes in this factor. No financial assets
are considered as default or credit impaired for the years ended 31 March 2026 and 2025.
The ECL assessment for all financial assets measured at amortised cost indicated an immaterial
impact. Consequently, no loss allowance for these assets was made for the year ended
31 March 2026 (2025: £0.5 million).
27(c) Liquidity risk
Liquidity risk is the risk that the Group cannot meet its financial obligations as they fall due.
The Group’s approach to managing liquidity is to maintain sufficient liquidity to cover any cash
flow funding, meeting obligations as they fall due and maintaining solvency. The Group holds
sufficient liquid funds to cover its needs in the normal course of business. At the end of
the reporting period, the Group held cash and cash equivalents of £434.4 million (2025:
£386.6 million) (note 16) that are readily available to use for managing the Group’s liquidity risk.
The Group has no material exposure to liquidity risk in relation to linked investments backing
policyholder funds and consolidated investment funds as the risk and rewards associated with
these assets are borne by the policyholders and third parties, and the Group’s liability to the
policyholders and third parties is equal to the market value of the assets underlying the policies,
less applicable taxation. The majority exposure to liquidity risk is represented by current
financial liabilities. All outstanding amounts are unsecured and interest-free. Current financial
liabilities are contractually due within one year or repayable on demand.
Contractual maturities of financial liabilities at year end were:
Total
One year Between one contractual Carrying
or less
and five years
Over five years
cash flows amount
2026
£’m
£’m
£’m
£’m
£’m
Lease liabilities
14.4
54.1
67.9
136.4
104.3
Trade and other payables
1,2
331.5
–
–
331.5
331.5
Other liabilities
2
28.6
42.1
–
70.7
70.7
374.5
96.2
67.9
538.6
506.5
Total
One year Between one contractual Carrying
or less
and five years
Over five years
cash flows amount
2025
£’m
£’m
£’m
£’m
£’m
Lease liabilities
12.8
41.8
45.6
100.2
86.6
Trade and other payables
1,2
273.3
–
–
273.3
273.3
Other liabilities
2
33.0
31.1
–
64.1
64.1
319.1
72.9
45.6
437.6
424.0
1. Contractual cash flows equal their carrying balances as the impact of discounting is not significant.
2. The nature of other liabilities and employee related payables within trade and other payables is that of IAS 19 Employee
Benefit obligations. Consequently these are not within the scope of IAS 32 and IFRS7. However, they have been included
within the financial instruments disclosures in order to reflect the unavoidable contractual obligation that the Group has
to its employees .
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026145
Strategic Report Governance Additional InformationFinancial Statements
27(d) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest
rates and equity prices will affect the Group’s income or the value of its holdings of financial
instruments. The objective of market risk management is to manage and control market risk
exposures within acceptable parameters.
Currency risk
The Group is exposed to currency risk in the ordinary course of business mainly from the
Group’s operations in multiple geographical markets. Foreign currency exchange rate
fluctuations may create unpredictable earnings and cash flow volatility. Entities within the
Group conducting business with international counterparties that leads to future cash flows
denominated in a currency other than their functional currencies are exposed to the risk from
changes in foreign currency exchange rates. Outstanding amounts are regularly monitored and
settled to mitigate currency exposures. The risk is also mitigated by, as far as possible, closing all
types of business transactions mainly in the functional currency. The Group’s key exposure to
currency risk at the end of the reporting period was US dollar and Euro. The net assets attributable
to USD and Euro at the closing rate for the reporting period were £58.4 million and £21.6 million
(2025: £58.6 million and £19.9 million) respectively.
Effects of foreign currency translation
The financial statements of those entities located outside of the United Kingdom are translated
into Pound Sterling for the preparation of the financial statements of the Group. Investments
in foreign-based operations are permanent and that reinvestment is continuous. Effects from
foreign currency exchange rate fluctuations on the translation of net asset amounts into
Pound Sterling are reflected in other comprehensive income in the consolidated statement
of comprehensive income.
Interest rate risk
The Group adopts a policy of ensuring that its exposure to changes in interest rates is on
a floating rate basis as virtually all such exposures are short-term in nature. At the year end,
the Group’s only interest-bearing financial instrument was cash and cash equivalents
(2025: cash and cash equivalents).
Price risk
The financial instruments of the Group subject to price risk principally relates to its deferred
compensation investments and its investments in pooled vehicles which are seed capital
investments. As the Group’s deferred compensation investments are matched by the liability
the Group has to its employees for the value of these investments, there is no impact to
the consolidated statement of comprehensive income for changes in the values of these
investments. Price risk on seed capital investments is not deemed to be significant due
to the size of these holdings.
Sensitivity analysis to market risks
The following table indicates the instantaneous change in the Group’s profit after tax and equity
if foreign exchange rates and interest rate to which the Group has significant exposure at the
end of the reporting period had changed at that date, assuming all other variables remained
constant.
2026
A reasonable A reasonable
change in the Effect on profit change in the Effect on profit
variable within the after tax variable within the after tax
next calendar year and equity next calendar year and equity
%
£’m
%
£’m
US Dollar against Sterling
Strengthen
10
4.6
10
4.7
Weaken
10
(3.8)
10
(3.9)
Euro against Sterling
Strengthen
3
0.5
4
0.7
Weaken
3
(0.5)
4
(0.6)
Interest rate
Increase
0.5
1.9
0.3
0.7
Decrease
0.5
(1.9)
0.8
(2.2)
27(e) Capital management
The capital of the Group is considered to be its share capital and reserves. The Group’s
objectives and policies are to retain sufficient capital on hand to meet the external minimum
capital requirements of the Financial Conduct Authority (“FCA”) in the UK, the Financial Sector
Conduct Authority (“FSCA”) in South Africa and certain overseas financial regulators, to create
value for the Group’s shareholders by providing returns and to safeguard the Group’s ability to
continue as a going concern. All regulated entities within the Group complied with the externally
imposed regulatory capital requirements. Through the Group’s internal capital adequacy
assessment processes and in conjunction with the Board of Directors, management assesses
the capital requirements periodically to ensure that the Group holds reasonable surplus capital
over its regulatory capital requirements to mitigate the financial impact of any key risks
materialising. In forecasting the Group’s capital requirements, the Group considers all known
changes in the economic environment and assesses against the forecast available capital
resource. The assessment includes stressed scenario analyses that evaluate the potential
impact from market downturns and shock events. There were no changes in the approach
to capital management during the year.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026146
Strategic Report Governance Additional InformationFinancial Statements
27(f) Fair value measurements
The fair values of all financial instruments are substantially similar to carrying values reflected
in the consolidated statement of financial position as they are short-term in nature, subject
to variable, market-related interest rates or stated at fair value in the statement of financial
position. The Group measures fair values including policyholders’ and third parties’ assets and
liabilities using the following fair value hierarchy that reflects the significance of the inputs used
in making the measurements:
ɽ Level 1: Quoted market price (unadjusted) in an active market for an identical instrument.
ɽ Level 2: Prices that are not traded in an active market but are determined using valuation
techniques, which are based on observable inputs. Level 2 inputs include quoted prices
for similar assets and liabilities in active markets, quoted prices for identical or similar assets
or liabilities in markets that are not active and inputs other than quoted prices that are
observable for the asset and liability, such as interest rates and yield curves that are
observable at commonly quoted intervals.
ɽ Level 3: Valuation techniques that include significant inputs that are unobservable.
Unobservable inputs are only used to measure fair value to the extent that relevant
observables inputs are not available.
Financial instruments measured at fair value at the end of the reporting period by the level in the
fair value hierarchy were:
Level 1
Level 2
Level 3
Total
2026
Notes
£’m
£’m
£’m
£’m
Deferred compensation investments
10
59.8
–
–
59.8
Seed investments
10
1.6
–
–
1.6
Unlisted investment vehicles
10
–
5.4
18.9
24.3
Other investments
10
–
7.1
–
7.1
Money market funds
16
312.9
–
–
312.9
Investments backing policyholder funds
and consolidated investment funds
15
771.5
12,819.4
52.2
13,643.1
Total financial assets measured
at fair value
26
1,145.8
12,831.9
71.1
14,048.8
Policyholder investment contract
liabilities and third party interest
in consolidated investment funds
15
–
(13,586.3)
–
(13,586.3)
Other liabilities
17
–
(70.7)
–
(70.7)
Total financial liabilities measured
at fair value
26
–
(13,657.0)
–
(13,657.0)
Level 1
Level 2
Level 3
Total
2025
Notes
£’m
£’m
£’m
£’m
Deferred compensation investments
10
54.7
–
–
54.7
Seed investments
10
4.7
–
–
4.7
Unlisted investment vehicles
10
–
2.4
18.0
20.4
Other investments
10
–
3.5
–
3.5
Money market funds
16
272.3
–
–
272.3
Investments backing policyholder funds
and consolidated investment funds
15
761.3
10,596.0
43.8
11,401.1
Total financial assets measured
at fair value
26
1,093.0
10,601.9
61.8
11,756.7
Policyholder investment contract
liabilities and third party interest
in consolidated investment funds
15
–
(11,359.7)
–
(11,359.7)
Other liabilities
17
–
(64.1)
–
(64.1)
Total financial liabilities measured
at fair value
26
–
(11,423.8)
–
(11,423.8)
The Group’s policy is to recognise transfers between levels of fair value hierarchy at the end of
each reporting period, consistent with the date of the determination of fair value. During the
years ended 31 March 2026 and 2025, there were no transfers between level 1 and level 2.
Carrying amounts of the financial assets and financial liabilities measured at amortised cost
approximate fair value.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026147
Strategic Report Governance Additional InformationFinancial Statements
The Group’s level 2 financial instruments principally consist of unquoted investments within
investments backing policyholder funds and consolidated investment funds. The valuation
techniques and key inputs used for these level 2 investments are as follows:
Class of investments
Valuation technique
Key inputs
Collective
Quoted price
Quoted NAV of funds where majority of the underlying
investment instruments are not classified as level 1 investments.
schemes
Debt instruments
Evaluated price
Third party pricing service which uses a weighted combination
of observable market data related to the target instrument and
comparable instrument. Observable market data include
trades, executable levels or indicative quotes.
Quoted price
Quoted prices for identical or similar assets or liabilities in
markets that are not active.
Cost approach
Cost, being the last traded price of the investments plus
interest accrual
Derivatives
Discounted
Interest rate and market curves
cash flow
Information about level 3 fair value measurements – Group’s investment
Unlisted investment vehicles represent the Group’s investment in a private equity fund and
private credit funds. The valuation techniques and significant unobservable inputs used are
as follows:
Class of investments
Valuation technique
Significant unobservable inputs
Private credit fund
Fund’s NAV as
The fair values of the underlying investments of the funds
calculated by the represent their probable realisation value, which is determined
General Partners using unobservable inputs such as Internal Rate of Return (“IRR”).
If the value of the underlying level 3 investments within unlisted investment vehicles increased
by 10% (2025: 10%) at year end, the Group estimates that the fair value measurement of these
reported level 3 assets would have increased by £1.9 million (2025: £1.8 million). A decrease of
10% would have had the equal but opposite effect.
Information about level 3 fair value measurements – Policyholders’ investments
Investments backing policyholder funds include credit exposures that are not actively traded
and where the principal input in their valuation is unobservable. Accordingly, an alternative
valuation methodology has been applied being either an EBITDA multiple, discounted cashflow
models with spread adjustments for any credit rating downgrades or expected cost recovery.
The principal inputs include credit spreads, EBITDA and interest rates. All of the investment risk
associated with these assets is borne by policyholders and the value of these assets is exactly
matched by a corresponding liability due to policyholders. The Group bears no risk from a
change in the market value of these assets except to the extent that it has an impact on
management fees earned.
If the value of the underlying level 3 investments within investments backing policyholder funds
increased by 10% (2025: 10%) at year end, the Group estimates that the fair value measurement
of these reported level 3 assets would have increased by £5.2 million (2025: £4.4 million).
A decrease of 10% would have had the equal but opposite effect.
2026
Unlisted investment vehicles
£’m
£’m
At 1 April
18.0
13.7
Purchase
4.5
3.8
Distribution
(5.5)
–
Unrealised gain
1.9
0.5
At 31 March
18.9
18.0
2026
Investment backing policyholder funds
£’m
£’m
At 1 April
43.8
68.5
Disposal
(20.4)
(13.7)
Transfer from level 2
1
13.6
–
Unrealised gain/(loss)
12.7
(11.8)
Foreign exchange adjustment
2.5
0.8
At 31 March
52.2
43.8
1. Observable inputs were no longer available during the year.
28. Pension fund asset
The Group operates the Ninety One UK Pension Scheme (the “Scheme”), which is a closed
defined benefit scheme where it has an obligation to provide participating employees with
pension payments that represent a specified percentage of their final salary for each year of
service. The Scheme is a registered defined benefit final salary scheme subject to the UK
regulatory framework for pensions and is administered by its trustees with their assets held
separately from those of the Group. The trustees are required by the Trust Deed to act in the
best interest of the Scheme participants. The Scheme is funded by contributions from the
Group in accordance with an independent actuary’s recommendation based on actuarial
valuations. The latest independent actuarial valuations of the Scheme were at 31 March 2026
by qualified independent actuaries. The Group did not make any contributions to the Scheme in
the current financial year and does not expect further contributions to the Scheme for the next
annual reporting period. There is no restriction to the amount of surplus that can be recognised.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026148
Strategic Report Governance Additional InformationFinancial Statements
However, the recognition of the pension surplus involved judgement whether future economic
benefits are available to the Group in the form of a reduction in future contributions or a cash
refund. It is concluded that the Group has the right to a refund of the surpluses assuming the
gradual settlement of the Scheme over time until all members have left the Scheme. At 31 March
2026, there were no active members in the Scheme (2025: nil).
Defined benefit pension obligation is calculated using the projected unit credit method. The net
charge to the consolidated statement of comprehensive income mainly comprises the service
cost and the net interest on the net defined benefit asset or liability, and is presented in other
administrative expenses. Remeasurements of the net defined benefit asset or liability, which
comprise actuarial gains or losses, return on plan assets excluding interest and the effect of
the asset ceiling (if any), are recognised in other comprehensive income.
The net defined benefit asset or liability represents the present value of defined benefit obligation
reduced by the fair value of plan assets, after applying the asset ceiling test, where the net
defined benefit surplus is limited to the present value of available refunds and reductions in
future contributions to the plan. The Scheme exposes the Group to actuarial risks, such as
interest rate risk, investment risk and longevity risk.
The Scheme has completed a buy-in transaction with an independent insurance company in
the prior year, covering all members in the Scheme. All benefits provided by the Scheme are
fully insured. The pension fund asset in respect of the Scheme of £0.6 million (2025: £0.7 million)
is made up of the total fair value of plan assets of £11.1 million (2025: £11.4 million) less the present
value of obligation of £10.5 million (2025: £10.7 million).
29. Sanlam transaction
The Group and Sanlam have entered into a long-term strategic relationship with an initial
15 years commitment, under which Sanlam has appointed the Group as its primary active asset
manager for single-managed local and global products, with preferred access to Sanlam’s
South African distribution network (the “Transaction”). The Transaction consists of two
components:
ɽ UK component: This involved the transfer of Sanlam Investments UK Limited’s (“SIUK”) active
asset management business to the Group. Following to the completion of this component
on 16 June 2025, the Group was appointed as the primary active asset manager for a
specified portion of SIUK’s assets under management. As consideration, Ninety One plc
issued and allotted 13,675,595 ordinary shares to SIUK at a share price of £1.727, resulting in
a total consideration of £23.6 million. This amount is equal to the value initially recognised as
an intangible asset in the consolidated financial statements (note 13).
ɽ South African component: On 2 February 2026, the Group acquired 100% of the issued
share capital of SIMSA, a private company incorporated in South Africa. As consideration,
Ninety One plc and Ninety One Limited issued and allotted 45,427,094 and 66,592,115
ordinary shares to Sanlam, respectively, at share prices of £2.528 and R55.26 per share,
resulting in a total consideration of £281.7 million. Of the total consideration, £279.9 million
was attributable to intangible assets (note 13) with the remaining £1.8 million related to the
net assets attributable to SIMSA.
Under IFRS 3 Business Combinations, the identifiable assets acquired were assessed against
the definition and recognition criteria of a business combination. Based on the outcome of the
‘concentration test’ set out in IFRS 3, the Group determined that the identifiable assets did not
constitute a business as the fair value of the assets acquired is substantially concentrated in the
investment contracts which are recognised as intangible assets. Accordingly, the transaction
has been accounted for as an asset acquisition.
30. Events after the reporting date
On 18 May 2026, the Group entered into a joint venture arrangement in Singapore to strengthen
the Group’s investment capabilities and expand its presence in the region. As part of the
arrangement, the Group acquired 50% issued share capital of Equinox Partners Holdings Limited
(the “JV”), an exempted company with limited liability incorporated in the Cayman Islands,
with the consideration equivalent to the fair value of the Group’s future capital contributions
to the JV, as agreed between the parties. Following the completion of the transaction, the
Group will recognise an investment in joint venture with the valuation of USD 118.7 million and
a corresponding financial liability related to the deferred consideration contributions.
Other than the event disclosed above and the dividend recommended by the Board presented
in note 9, no other event was noted after the reporting date that would require disclosures in or
adjustments to the consolidated financial statements.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026149
Strategic Report Governance Additional InformationFinancial Statements
31. Subsidiaries and other related undertakings
The Group operates globally, which results in the Group having a corporate structure consisting
of a number of related undertakings, comprising subsidiaries and associates. All subsidiaries
have been consolidated in the Group’s financial statements. There are no restrictions or changes
in ownership of the subsidiaries. The Group’s related undertakings along with the place of
incorporation, the registered address, the classes of shares held and the effective percentage
of equity owned at 31 March 2026 are disclosed below.
The addresses of the registered offices of Ninety One plc and Ninety One Limited are 55
Gresham Street, London, EC2V 7EL, United Kingdom and 36 Hans Strijdom Avenue, Cape Town,
8001, South Africa respectively.
Company name
Share class
Interest in %
Principal subsidiaries and associates held by Ninety One plc
United Kingdom
Registered office: 55 Gresham Street, London, EC2V 7EL
Ninety One Fund Managers UK Limited
Ordinary
100
Ninety One Global Limited
1
Ordinary
100
Ninety One International Limited
Ordinary
100
Ninety One UK Holdings Limited
Ordinary
100
Ninety One UK Limited
Ordinary
100
Australia
Registered office: Suite 3, Level 28, Chifley Tower, 2 Chifley Square, Sydney, NSW 2000
Ninety One Australia Pty Limited
Ordinary
100
Canada
Registered office: 22 Adelaide Street West, 3400, Toronto, Ontario, Canada, M5H 4E3
Ninety One Canada Inc.
Ordinary
100
Cayman Islands
Registered office: PO Box 10008, Pavilion East, Cricket Square, Grand Cayman, KY1-1001
Ninety One Asia Holdings
4
Ordinary
100
Guernsey
Registered office: First Floor, Dorey Court, Elizabeth Avenue, St. Peter Port, GY1 2HT
Ninety One Africa Frontier Private Equity Fund GP Limited
Ordinary
100
Ninety One Africa Private Equity Fund 2 GP Limited
Ordinary
100
Ninety One Guernsey Limited
Ordinary
100
Company name
Share class
Interest in %
Lango Real Estate Management Limited
2
Ordinary
37.5
Lango Co-Invest GP Limited
Ordinary
100
Partnership
Lango Co-Invest LP
3
interest
100
GIAP Manco Empowerment Limited
2
Ordinary
50
Ninety One Guernsey Nominees Limited
Ordinary
100
Ninety One Guernsey Service Company Limited
Ordinary
100
Hong Kong
Registered office: Suite 1201-1206, 12/F, One Pacific Place, 88 Queensway, Admiralty
Ninety One Hong Kong Limited
Ordinary
100
Luxembourg
Registered office: 2-4 Avenue Marie-Thérèse, L-2132
Ninety One Africa Credit Opportunities Fund 2 GP S.à r.l.
Ordinary
100
Ninety One Global Alternative Fund 2 GP S.à r.l.
Ordinary
100
Ninety One Global Alternative Fund 2 Carry SCSp
Partnership
40
interest
Ninety One Global Alternative Fund 3 GP S.à r.l.
4
Ordinary
100
Ninety One Luxembourg S.A.
Ordinary
100
Saudi Arabia
Registered office: 7934, Al Safarjal, 3193
Ninety One Capital Company (Single Shareholder Company)
Joint stock
100
Singapore
Registered office: 138 Market Street, #27-02 CapitaGreen, Singapore 048946
Ninety One Singapore Pte. Limited
Ordinary
100
Switzerland
Registered office: Dufourstrasse 49, 8008 Zurich
Ninety One Switzerland GmbH
Ordinary
100
United Arab Emirates
Registered office: 11, 6, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi
Ninety One Gulf Capital Limited
Ordinary
100
United States of America
Registered office: 2711 Centerville Road, Suite 400, Wilmington, 19808, New Castle
Ninety One North America, Inc.
Ordinary
100
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026150
Strategic Report Governance Additional InformationFinancial Statements
Company name
Share class
Interest in %
Principal subsidiaries and associates held by Ninety One Limited
South Africa
Registered office: 36 Hans Strijdom Avenue, Cape Town, 8001
Ninety One Africa Proprietary Limited
5
Ordinary
100
Ninety One Alternative Investments GP Proprietary Limited
Ordinary
100
Ninety One Assurance Limited
Ordinary
100
Ninety One Fund Managers SA (RF) Proprietary Limited
Ordinary
100
Ninety One Investment Platform Proprietary Limited
Ordinary
100
Ninety One SA Proprietary Limited
Ordinary
100
Sanlam Investment Management (Pty) Limited
9
Ordinary
100
Grayston Nominees Proprietary Limited
Ordinary
100
Ninety One Worldwide Flexible Fund
1 0
Unit
55.6
Ninety One Equity Long/Short Retail Hedge Fund
1 0
Unit
59.5
Botswana
Registered office: Deloitte House, Plot 64518, Fairgrounds, Gaborone
Ninety One Botswana Proprietary Limited
6
Ordinary
90
Ninety One Botswana Employee Share Scheme Trust
7
Unspecified
–
Ninety One Fund Managers Botswana Proprietary Limited
6
Ordinary
90
Namibia
Registered office: 24 Orban Street, Klein Windhoek, Windhoek
Ninety One Asset Management Namibia (Proprietary) Limited
8
Ordinary
100
Ninety One Asset Management Namibia Staff Share Scheme Trust
7
Unspecified
–
Ninety One Fund Managers Namibia Limited
8
Ordinary
100
1. Directly held by Ninety One plc.
2. This is an associate to the Group.
3. Following the final distribution to other partners, the Group now holds 100% interest in this entity (2025: 14.4%). The entity
subsequently entered into the process of dissolution.
4. Established in the current financial year.
5. Directly held by Ninety One Limited.
6. 75 percent of the equity interest in these companies is directly held by Ninety One Africa Proprietary Limited, 15 percent is
indirectly held by Ninety One Africa Proprietary Limited via Ninety One Botswana Employee Share Scheme Trust and the
remaining 10 percent is directly held by an employee.
7. The Group is considered to have control over these Trusts via Ninety One Africa Proprietary Limited under the requirements
of IFRS 10. Accordingly, these Trusts are classified as indirect subsidiaries of the Company.
8. 85 percent of the equity interest in these companies is directly held by Ninety One Africa Proprietary Limited. The remaining
15 percent is indirectly held by Ninety One Africa Proprietary Limited via Ninety One Asset Management Namibia Staff Share
Scheme Trust.
9. Acquired in the current financial year as part of the Sanlam transaction (note 29)
10. The Group consolidates these funds as a result of the proportion of holdings invested in the funds by the Group and
policyholders.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2026151
Strategic Report Governance Additional InformationFinancial Statements
2026 2025
Policyholders Shareholders Total Policyholders Shareholders Total
£’m £’m £’m £’m £’m £’m
Assets
Investments – 65.2 65.2 – 48.6 48.6
Investment in associates – 0.9 0.9 – 2.6 2.6
Property and equipment – 23.8 23.8 – 21.2 21.2
Right-of-use assets – 82.9 82.9 – 64.7 64.7
Intangible assets – 293.5 293.5 – – –
Deferred tax assets – 36.0 36.0 – 28.0 28.0
Other receivables – 0.4 0.4 – 1.7 1.7
Pension fund asset – 0.6 0.6 – 0.7 0.7
Total non-current assets – 503.3 503.3 – 167.5 167.5
Investments – 27.6 27.6 – 34.7 34.7
Linked investments backing
policyholder funds and
consolidated investment
funds 13,643.1 – 13,643.1 11,401.1 – 11,401.1
Income tax recoverable – 3.6 3.6 0.1 3.1 3.2
Trade and other receivables 47.9 216.4 264.3 50.1 168.9 219.0
Cash and cash equivalents – 434.4 434.4 – 386.6 386.6
Total current assets 13,691.0 682.0 14,373.0 11,451.3 593.3 12,044.6
Total assets 13,691.0 1,185.3 14,876.3 11,451.3 760.8 12,212.1
Liabilities
Other liabilities – 42.1 42.1 – 31.1 31.1
Lease liabilities – 94.5 94.5 – 76.6 76.6
Deferred tax liabilities 63.5 0.4 63.9 43.8 0.1 43.9
Total non-current
liabilities 63.5 137.0 200.5 43.8 107.8 151.6
Policyholder investment
contract liabilities and third
party interest inconsolidated
investment funds 13,586.3 – 13,586.3 11,359.7 – 11,359.7
Other liabilities – 28.6 28.6 – 33.0 33.0
Lease liabilities – 9.8 9.8 – 10.0 10.0
Trade and other payables 37.8 293.7 331.5 47.8 225.5 273.3
Income tax payable 3.4 13.6 17.0 – 10.9 10.9
Total current liabilities 13,627.5 345.7 13,973.2 11,407.5 279.4 11,686.9
2026 2025
Policyholders Shareholders Total Policyholders Shareholders Total
£’m £’m £’m £’m £’m £’m
Equity
Share capital – 558.4 558.4 – 403.7 403.7
Share premium – 138.6 138.6 – – –
Demerger reserves – (321.3) (321.3) – (321.3) (321.3)
Own share reserve – (66.1) (66.1) – (67.5) (67.5)
Other reserves – 1.5 1.5 – (9.5) (9.5)
Retained earnings – 391.3 391.3 – 368.0 368.0
Shareholders’ equity
excluding non-controlling
interests – 702.4 702.4 – 373.4 373.4
Non-controlling interests – 0.2 0.2 – 0.2 0.2
Total equity – 702.6 702.6 – 373.6 373.6
Total equity and liabilities 13,691.0 1,185.3 14,876.3 11,451.3 760.8 12,212.1
Annexure to the Consolidated Financial Statements
Consolidated Statement of Financial Position (including policyholder figures)
At 31 March 2026
Ninety One Integrated Annual Report 2026152
Strategic Report Governance Additional InformationFinancial Statements
2026 2025
Notes £’m £’m
Assets
Investment in subsidiary undertaking 32 938.9 915.3
Loan receivable from group company 37(a) 82.3 –
Total non-current assets 1,021.2 915.3
Amounts receivable from subsidiary undertakings 37(a) 3.7 1.2
Income tax recoverable 1.4 0.2
Other receivables 0.2 –
Cash and cash equivalents 33 75.7 29.4
Total current assets 81.0 30.8
Total assets 1,102.2 946.1
Liabilities
Trade and other payables 0.3 0.9
Income tax payable 1.5 1.3
Other liabilities 7.8 4.3
Total current liabilities 9.6 6.5
2026 2025
Notes £’m £’m
Equity
Share capital 20(a) 0.1 0.1
Share premium 20(a) 138.6 –
Demerger reserves 35 915.2 915.2
Share-based payments reserve 35 28.7 25.4
Own share reserve 36 (53.3) (53.9)
Retained earnings at 1 April 52.8 23.3
Profit for the year 84.3 82.6
Share buyback transactions (14.6) (0.6)
Dividends (59.2) (52.5)
Retained earnings 63.3 52.8
Total equity 1,092.6 939.6
Total equity and liabilities 1,102.2 946.1
The financial statements of Ninety One plc (registered number 12245293) were approved by the
Board on 2 June 2026 and signed on its behalf by:
Hendrik du Toit Kim McFarland
Chief Executive Officer Finance Director
Ninety One plc Company Financial Statements
Statement of Financial Position
At 31 March 2026
Ninety One Integrated Annual Report 2026153
Strategic Report Governance Additional InformationFinancial Statements
Notes
Share capital Share premium
Demerger
reserves
Share-based
payments
reserve
Own share
reserve
Retained
earnings Total equity
£’m £’m £’m £’m £’m £’m £’m
At 1 April 2025 0.1 – 915.2 25.4 (53.9) 52.8 939.6
Profit for the year – – – – – 84.3 84.3
Transactions with shareholders
Shares issued 20(a) – 138.6 – – – – 138.6
Share-based payment charges 35 – – – 16.2 – – 16.2
Own shares purchased 36 – – – – (10.9) – (10.9)
Share buyback transactions 20(a),36 – – – – 0.2 (14.6) (14.4)
Vesting and release of share awards 35,36 – – – (12.9) 11.3 – (1.6)
Dividends paid 34 – – – – – (59.2) (59.2)
Total transactions with shareholders – 138.6 – 3.3 0.6 (73.8) 68.7
At 31 March 2026 0.1 138.6 915.2 28.7 (53.3) 63.3 1,092.6
At 1 April 2024 0.1 – 915.2 26.7 (42.8) 23.3 922.5
Profit for the year – – – – – 82.6 82.6
Transactions with shareholders
Share-based payment charges 35 – – – 13.2 – – 13.2
Own shares purchased 36 – – – – (22.8) – (22.8)
Share buyback transactions 20(a) – – – – – (0.6) (0.6)
Vesting and release of share awards 35,36 – – – (14.5) 11.7 – (2.8)
Dividends paid 34 – – – – – (52.5) (52.5)
Total transactions with shareholders – – – (1.3) (11.1) (53.1) (65.5)
At 31 March 2025 0.1 – 915.2 25.4 (53.9) 52.8 939.6
Ninety One plc Company Financial Statements
Statement of Changes in Equity
For the year ended 31 March 2026
Ninety One Integrated Annual Report 2026154
Strategic Report Governance Additional InformationFinancial Statements
2026 2025
Notes £’m £’m
Cash flows from operating activities
Profit before tax 84.2 83.9
Adjusted for:
Share-based payment charges 35 16.2 13.2
Dividend income from subsidiary undertaking 37(a) (87.8) (86.7)
Interest income (2.7) –
Foreign exchange loss 2.5 –
Working capital changes:
Amounts receivable from subsidiary undertakings (2.4) (0.4)
Other receivables (0.1) –
Other liabilities 1.6 1.5
Trade and other payables (0.6) (1.0)
Cash flows from operations 10.9 10.5
Dividends received 87.8 86.7
Interest received 1.3 –
Income tax paid (0.9) (0.1)
Net cash flows from operating activities 99.1 97.1
Cash flows from financing activities
Dividends paid 34 (59.2) (52.5)
Purchase of own shares 36 (10.9) (22.8)
Share buyback 20(a) (14.4) (0.6)
Loan repayment from group company 37(a) 31.4 –
Net cash flows from financing activities (53.1) (75.9)
Net change in cash and cash equivalents 46.0 21.2
Cash and cash equivalents at 1 April 29.4 8.2
Effect of foreign exchange rate change 0.3 –
Cash and cash equivalents at 31 March 33 75.7 29.4
Ninety One plc Company Financial Statements
Statement of Cash Flows
For the year ended 31 March 2026
Ninety One Integrated Annual Report 2026155
Strategic Report Governance Additional InformationFinancial Statements
Accounting policies
Basis of preparation
The separate financial statements of Ninety One plc (the “Company”) have been prepared
onagoing concern basis in accordance with UK-adopted international accounting standards
andin conformity with the requirements of the Companies Act 2006 (the “Act”). The principal
accounting policies adopted are the same as those set out in the notes to the Group’s
consolidated financial statements, where applicable.
The Company’s financial statements comprise the statement of financial position, statement of
changes in equity and statement of cash flows for the year ended 31 March 2026. The financial
statements have been prepared on the historical cost basis. The Company has taken advantage
of the exemption in section 408 of the Act not to present its own income statement and
statement of comprehensive income in these financial statements.
32. Investment in subsidiary undertaking
Investment in subsidiary undertaking is held at cost less any accumulated impairment losses
inaccordance with IAS 27 Separate Financial Statements. A detailed listing of the Company’s
direct and indirect subsidiaries is set out in note 31 to the Group’s consolidated financial statements.
2026 2025
£’m £’m
At 1 April 915.3 915.3
Addition
1
23.6 –
At 31 March 938.9 915.3
1. The addition represents the subscription of newly issued shares in Ninety One Global Limited as a result of the Sanlam
transaction (note 29).
33. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and money market funds that are readily
convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
2026 2025
£’m £’m
Cash at bank 32.3 1.6
Money market funds 43.4 27.8
75.7 29.4
34. Dividends
The total ordinary dividends paid by the Company during the year were:
2026 2025
Pence per
share £’m
Pence per
share £’m
Prior year’s final dividend paid 6.8 31.1 6.4 28.4
Interim dividend paid 6.0 28.1 5.4 24.1
12.8 59.2 11.8 52.5
On 2 June 2026, the Board recommended a final dividend for the year ended 31 March 2026
of7.4 pence per ordinary share, an estimated £49.8 million in total. The dividend is expected
tobe paid on 6 August 2026 to ordinary shareholders on the registers at the close of business
on 17July 2026.
35. Demerger reserves and share-based payments
reserve
Demerger reserves
The Company was demerged from Investec in March 2020 and reserves were created during
the demerger process as below:
£’m
Distributable reserve
1
732.2
Merger reserve
2
183.0
At 31 March 2026 and 2025 915.2
1. Distributable reserve is available for future distributions by way of dividend, as explained in note 20(b).
2. Merger reserve is a legally created reserve under section 612 of the Companies Act 2006.
Share-based payments reserve
The movements in share-based payments reserve during the year were:
2026 2025
£’m £’m
At 1 April 25.4 26.7
Share-based payment charges 16.2 13.2
Vesting and release of share awards (12.9) (14.5)
At 31 March 28.7 25.4
Ninety One plc Company Financial Statements
Notes to the Company Financial Statements
For the year ended 31 March 2026
Ninety One Integrated Annual Report 2026156
Strategic Report Governance Additional InformationFinancial Statements
36. Own share reserve
The movements in own share reserve during the year were:
2026 2025
Number of
shares Millions £’m
Number of
shares Millions £’m
At 1 April 28.2 53.9 19.8 42.8
Own shares purchased 6.6 10.9 14.2 22.8
Own shares vested and released (5.7) (11.3) (5.8) (11.7)
Share buyback transaction (0.2) (0.2) – –
At 31 March 28.9 53.3 28.2 53.9
37. Related parties
In the ordinary course of business, the Company carries out transactions with related parties,
as defined by IAS 24. Apart from those disclosed elsewhere in the financial statements, material
transactions for the year were:
37(a) Balances and transactions with group companies
2026 2025
£’m £’m
Balances with subsidiary undertakings
Amounts receivable from subsidiary undertakings 3.7 1.2
Balance with group company
Loan receivable from group company
1
82.3 –
2026 2025
£’m £’m
Transactions with subsidiary undertakings
Dividend income from subsidiary undertaking 87.8 86.7
Transactions with group companies
Interest income
1
1.4 –
1. The Company entered into loan agreements with Ninety One Limited and SIMSA (the “Borrowers”) in exchange for the
issuance of the Company’s shares related to the South African component of the Sanlam transaction (note 29). The loans
aredenominated in South African Rands, repayable on demand but subject to the Borrowers’ surplus profit and cash flows.
Interest is charged at 1.1% above the 3-month JIBAR per annum calculated monthly in arrears. During the year, SIMSA fully
repaid its loan and related interest to the Company, amounting to £31.4m.
37(b) Transactions with key management personnel
The key management personnel are defined as the Directors (both Executive and Non-
Executive) of Ninety One plc. Certain Directors are not paid directly by the Company but
receive remuneration from companies within the Group, in respect of their services to the
larger group which includes the Company.
The remuneration related to key management personnel for employee services was:
2026 2025
£’m £’m
Short-term employee benefits 5.4 3.7
Share-based payments 2.3 2.9
7.7 6.6
38. Financial instruments
Currency risk
The Company is exposed to currency risk on the loan receivable from group company and
cashand cash equivalents denominated in South African Rand. The net assets attributable
toSouth African Rand at the closing rate for the reporting period were £113.9m (2025: £nil).
Interest rate risk
At year end, the Company’s interest-bearing financial instruments were loan receivable from
group company and cash and cash equivalents (2025: cash and cash equivalents), which are
variable rate instruments.
The Company’s exposure to price, credit and liquidity risk is not considered to be material and,
therefore, no further information is provided. The Company’s ECLs are assessed in line with the
Group’s policy in note 27(b). The result of the ECL assessment showed an immaterial impact,
therefore no loss allowance has been provided for the years ended 31 March 2026 and 2025.
Ninety One plc Company Financial Statements
Notes to the Company Financial Statements
For the year ended 31 March 2026
Ninety One Integrated Annual Report 2026157
Strategic Report Governance Additional InformationFinancial Statements
Sensitivity analysis to market risks
The following table indicates the instantaneous change in the Company’s profit after tax
andequity if foreign exchange rates and interest rate to which the Company has significant
exposure at the end of the reporting period had changed at that date, assuming all other
variables remained constant. Sensitivity analysis to market risks was not provided for the
prioryear, as the exposure was not considered to be material.
2026
A reasonable
change in the
variable within the
next calendar year
Effect on profit
after tax and
equity
% £’m
South African Rand against Sterling Strengthen 5.0 4.3
Weaken 5.0 (4.3)
Interest rate Increase 0.5 0.4
Decrease 0.5 (0.4)
Cash and cash equivalents measured at FVTPL relate to money market funds which are
classified as level 1 financial instruments. Other liabilities measured at FVTPL relate to third party
interests in consolidated funds which are classified as level 2 financial instruments.
Carrying amounts of all financial assets and financial liabilities measured at amortised cost
approximate to their fair value. The carrying value of the financial instruments of the Company
by category and reconciled to the Company’s statement of financial position were:
2026
Financial
instruments
measured
atFVTPL
Financial
liabilities
measured at
amortised cost
Total financial
instruments
Non-financial
instruments Total
£’m £’m £’m £’m £’m
Investment in subsidiary
undertaking – – – 938.9 938.9
Income tax recoverable – – – 1.4 1.4
Loan receivable from
groupcompany – 82.3 82.3 – 82.3
Amounts receivable from
subsidiary undertakings – 3.7 3.7 – 3.7
Other receivables – 0.1 0.1 0.1 0.2
Cash and cash equivalents 43.4 32.3 75.7 – 75.7
Total assets 43.4 118.4 161.8 940.4 1,102.2
Income tax payable – – – (1.5) (1.5)
Other liabilities (7.8) – (7.8) – (7.8)
Trade and other payables – (0.3) (0.3) – (0.3)
Total liabilities (7.8) (0.3) (8.1) (1.5) (9.6)
2025
Financial
instruments
measured
atFVTPL
Financial
liabilities
measured at
amortised cost
Total financial
instruments
Non-financial
instruments Total
£’m £’m £’m £’m £’m
Investment in subsidiary
undertaking – – – 915.3 915.3
Income tax recoverable – – – 0.2 0.2
Amounts receivable from
subsidiary undertakings – 1.2 1.2 – 1.2
Cash and cash equivalents 27.8 1.6 29.4 – 29.4
Total assets 27.8 2.8 30.6 915.5 946.1
Income tax payable – – – (1.3) (1.3)
Other liabilities (4.3) – (4.3) – (4.3)
Trade and other payables – (0.9) (0.9) – (0.9)
Total liabilities (4.3) (0.9) (5.2) (1.3) (6.5)
Ninety One plc Company Financial Statements
Notes to the Company Financial Statements
For the year ended 31 March 2026
Ninety One Integrated Annual Report 2026158
Strategic Report Governance Additional InformationFinancial Statements
Investing for a world of change
The common crane is among the oldest bird species, with fossils dating back tens
ofmillions of years. The crane’s call – a sound akin to bugling or trumpeting – is one
ofthemost distinctive in nature and can carry for several kilometres. Cranes breed
across countries spanning Scandinavia, northern Europe, and Russia. They fly
migration routes that are ancient, wintering in Spain, North Africa, Ethiopia and India.
Their population stands at a relatively stable number, between 400,000 and 540,000.
Additional Information
160 Glossary
163 Shareholder Information
Ninety One Integrated Annual Report 2026159 Strategic Report Governance Financial Statements Additional Information
Adjusted earnings attributable to shareholders
Calculated as profit after tax adjusted to remove non-
operating items.
Adjusted earnings per share (“adjusted EPS”)
Adjusted earnings attributable to shareholders divided by
thenumber of ordinary shares in issue at the end of the
period. Infinancial year 2026, the shares were weighted
forthe shares issued in relation to the Sanlam transaction.
Adjusted net interest income
Calculated as net interest income or expense adjusted
toexclude interest expense on lease liabilities for office
premises.
Adjusted operating expenses
Calculated as operating expenses adjusted to exclude share
scheme movement, corporate related professional fees and
fx, amortisation of intangible assets and deferred employee
benefit scheme movements, but adjusted to include
subletting income and interest expense on lease liabilities.
Adjusted operating profit
Calculated as adjusted operating revenue less adjusted
operating expenses.
Adjusted operating profit margin
Calculated as adjusted operating profit divided by adjusted
operating revenue.
Adjusted operating revenue
Calculated as net revenue, adjusted to include share
ofprofitfrom associates, net gain/loss on investments,
corporate-related fx losses, and other income, but adjusted
to exclude deferred employee benefit scheme movements
and subletting income.
AI
Artificial Intelligence.
AIFMD
Alternative Investment Fund Managers Directive.
AML
Anti-money laundering.
Assets under management (“AUM”)
The aggregate assets managed on behalf of clients. For some
private markets’ investments, the aggregate value of assets
managed is based on committed funds by clients; this is
changed to the lower of committed funds and net asset value,
in line with the fee basis. Where cross investment occurs,
assets and flows are identified and the duplication is removed.
Average AUM
Calculated as the average of opening AUM for the year,
andthe month end AUM for the subsequent 12 months.
Average exchange rate
Calculated as the average of the daily closing spot exchange
rates in the relevant period.
Average management fee rate
Management fees divided by average AUM (annualised
fornon-12 months periods), expressed in basis points.
Basic earnings per share (“basic EPS”)
Profit attributable to shareholders divided by the weighted
average number of ordinary shares outstanding during the
period, excluding own shares held by Ninety One share
schemes.
Board
Includes the Board of Ninety One plc and the Board
ofNinetyOne Limited.
CDD
Customer due diligence.
Compensation ratio
Calculated as employee remuneration divided by adjusted
operating revenue.
COP
Conference of the Parties.
CSI
Corporate Social Investment.
Diluted earnings per share (“diluted EPS”)
Profit for the period attributable to shareholders divided by
the weighted average number of ordinary shares outstanding
during the period, plus the weighted average number of
ordinary shares that would be issued on the conversion
ofallthe potentially dilutive shares into ordinary shares.
Dual-listed company (DLC) structure
The arrangement whereby Ninety One plc and NinetyOne
Limited operate as a single economic enterprise.
EBT
Employee benefit trust is a discretionary trust established
byNinety One to hold cash or other assets for the benefit
ofemployees, such as to satisfy share awards.
EDGAR
Emissions Database for Global Atmospheric Research.
Glossary
Ninety One Integrated Annual Report 2026160
Strategic Report Governance Financial Statements Additional Information
Employee remuneration
Calculated as staff expenses adjusted for share scheme
movements.
ESG
Environmental, social and governance.
ETF
Exchange-traded fund.
Executive Directors
The Executive Directors of NinetyOne plc and NinetyOne
Limited, currently Hendrik du Toit and Kim McFarland.
Firm-wide investment performance
Calculated as the sum of the total market values for individual
portfolios that have positive active returns on a gross basis
expressed as a percentage of total AUM. Ninety One’s
percentage of firm outperformance is reported on the basis
of current AUM and therefore does not include terminated
funds. Total AUM excludes double-counting of pooled
products and third-party assets administered on the South
African fund platform. Benchmarks used include cash, peer
group averages, inflation and market indices as specified in
client mandates or fund prospectuses. For all periods shown,
market values are as at the period end date.
FRC
The Financial Reporting Council Limited incorporated and
registered in England.
FSCA
Financial Sector Conduct Authority.
GCC
Gulf Cooperation Council.
GFANZ
Glasgow Financial Alliance for Net Zero.
Headline earnings per share (“HEPS”)
Ninety One is required to calculate HEPS in accordance
withJSE Listings Requirements, determined by reference
tocircular 1/2023 ‘Headline Earnings’ issued by the
SouthAfrican Institute of Chartered Accountants.
IIGCC
Institutional Investors Group on Climate Change.
Investment Association (“IA”)
The Investment Association is the trade body that represents
investment managers and asset management firms in the UK.
ILN
Investor Leadership Network.
Johannesburg Stock Exchange (“JSE”)
The exchange operated by the JSE Limited, a public company
incorporated and registered in South Africa, under the
Financial Markets Act.
Just Transition
Greening the economy in a way that is as fair and inclusive
aspossible to everyone concerned, creating decent work
opportunities and leaving no one behind.
King IV™
King IV™ report on Corporate Governance for
South Africa, 2016.
London Stock Exchange (LSE)
The securities exchange operated by the London Stock
Exchange plc under the Financial Services and Markets
Act2000, as amended.
Management fees
Recurring fees net of commission expense.
NDC
Nationally Determined Contribution.
Net flows
The increase in AUM received from clients, less the decrease
in AUM withdrawn by clients, during a given period. Where
cross investment occurs, assets and flows are identified,
andthe duplication is removed.
Net revenue
Represents revenue in accordance with IFRS, less
commission expense.
Ninety One (also “the Group”)
Ninety One plc and its subsidiaries and Ninety One Limited
and its subsidiaries.
Non-Executive Directors
The Non-Executive Directors of Ninety One plc and
Ninety One Limited as set out on pages 59 and 60.
Non-operating items
Include gains or losses on disposal of subsidiaries, adjusted
net interest income, share scheme movements, corporate-
related professional fees and fx, amortisation of intangible
assets and tax on adjusting items, which is calculated by
applying relevant tax rates to the adjusting items.
Non-qualifying assets
Comprise assets that are not available to meet regulatory
requirements.
OECD
Organisation for Economic Co-operation and Development.
Glossary
Ninety One Integrated Annual Report 2026161
Strategic Report Governance Financial Statements Additional Information
Other income
Includes share of profit from associates, operating interest,
and gains or losses on foreign exchange and investments.
RCSA
Risk and Control Self-Assessment.
Sanlam transaction
Ninety One and Sanlam have entered into a long-term
strategic relationship with an initial 15-year commitment,
under which Sanlam has appointed Ninety One as its primary
active asset manager for single-managed local and global
products, with preferred access to Sanlam’s South African
distribution network.
The transaction comprised two components: a UK
component, completed on 16 June 2025, involving the
transfer of Sanlam Investments UK Limited’s active asset
management business to the Group, and a South African
component, completed on 2 February 2026, involving the
acquisition of 100% of the issued share capital of Sanlam
Investment Management (Pty) Limited. As aggregate
consideration for both components, Sanlam received
125.7million Ninety One shares.
Sanlam has also agreed to serve as an anchor investor in
Ninety One’s international private and specialist credit
investment strategies that meet its investment requirements.
SBTi
Science Based Targets initiative.
Senior Independent Director
For the purposes of the UK Code and King IV™, any reference
to the Senior Independent Director in this reportshould also
be interpreted as referring to the LeadIndependent Director.
SFDR
Sustainable Finance Disclosures Regulation.
SMI
Sustainable Markets Initiative.
South African (“SA”) fund platform
Ninety One’s South African fund platform (known as Ninety
One Investment Platform) offers access to both offshore and
local investment solutions for independent financial advisors
in South Africa. The platform predominantly comprises
third-party products and selected Ninety One funds.
TCFD
Task Force on Climate-related Financial Disclosures.
TNFD
Task Force on Nature-related Financial Disclosures.
Torque ratio
The relative scale of net flows in relation to the overall size of
the business, expressed as a percentage. Calculated as net
flows for the relevant period divided by AUM as at the first
dayof that period (annualised for non-12-month periods).
TPA
Transition Plan Assessment.
UK
United Kingdom.
UK Code
UK Corporate Governance Code 2024.
UCITS
Undertakings for Collective Investment in Transferable
Securities Directive.
WACI
Weighted average carbon intensity.
Glossary
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Strategic Report Governance Financial Statements Additional Information
Shareholder information
Forward-looking statements
This Integrated Annual Report does not constitute or form part of any offer, invitation or
inducement to any person to underwrite, subscribe for or otherwise acquire or dispose of
securities in Ninety One nor should it be construed as legal, tax, financial, investment or
accounting advice. This Integrated Annual Report may include statements that are, or may be
deemed to be, “forward-looking statements”. These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms “believes”, “estimates”,
“plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case,
their negative or other variations or comparable terminology, or by discussions of strategy,
plans, objectives, goals, future events or intentions.
Forward-looking statements may and often do differ materially from actual results. Any forward-
looking statements reflect Ninety One’s current view with respect to future events and are
subject to risks relating to future events and other risks, uncertainties and assumptions relating
to the Ninety One business, results of operations, financial position, liquidity, prospects, growth
and strategies. Forward-looking statements speak only as of the date they are made.
Ninety One expressly disclaims any obligation or undertaking to release publicly any updates
orrevisions to any forward-looking statements contained in this Integrated Annual Report or
any other forward-looking statements it may make whether as a result of new information,
future developments or otherwise.
Financial year 2027 financial calendar
Event Date
Q1 AUM update 17 July 2026
Annual General Meeting 22 July 2026
Half year end 30 September 2026
Q2 AUM update 13 October 2026
Interim results 16 November 2026
Q3 AUM update 15 January 2027
Financial year end 31 March 2027
Q4 AUM update 15 April 2027
Full-year results 3 June 2027
Share information
Ninety One plc shares are primary listed on the LSE, with asecondary inward listing on the JSE.
Ninety One Limited shares are listed on the JSE.
Ninety One plc Ninety One Limited
ISIN: GB00BJHPLV88 ISIN: ZAE000282356
LSE share code: N91 JSE share code: NY1
JSE share code: N91
Electronic communications
In line with our purpose and with our ambition to be a better firm, we encourage our
shareholders to elect to receive shareholder documentation electronically. This will help us
reduce the environmental impact caused by printing and distributing hard copies. Shareholders
in Ninety One can visit www.investorcentre.com for more information and toregister their
communication preference.
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Shareholder information
Registrars
Transfer Secretaries in South Africa
Computershare Investor Services Proprietary Limited
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196
Telephone (SA): 0861 100 933
Telephone: +27 (0) 11 370 5000
Website: www.computershare.com
Registrars in the United Kingdom
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol, BS99 6ZZ
Telephone: +44 (0)370 703 6027
Website: www.computershare.com
Company website
Our corporate website includes (among other information) the electronic copy of this
Integrated Annual Report and copies of the latest as well as historic reports, presentations
andannouncements. For more information on Ninety One, visit www.ninetyone.com.
Corporate information
Independent auditors
PricewaterhouseCoopers
Corporate brokers
Investec Bank plc and Investec Bank Limited
J.P. Morgan Cazenove
JSE Sponsor
J.P. Morgan Equities South Africa (Pty) Ltd
Registered offices
Ninety One plc
55 Gresham Street
London, EC2V 7EL
United Kingdom
Incorporated in England and Wales
Registration number 12245293
Ninety One Limited
36 Hans Strijdom Avenue
Cape Town, 8001
South Africa
Incorporated in the Republic of South Africa
Registration number 2019/526481/06
Contact us
Telephone: +44 (0) 20 3938 2000
Email: enquiries@ninetyone.com
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Strategic Report Governance Financial Statements Additional Information