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NASPERS LIMITED - Results of Annual General Meeting

Release Date: 28/08/2015 17:45
Code(s): NPN     PDF:  
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Results of Annual General Meeting

NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
Share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315121003
(‘Naspers’ or ‘the company’)


RESULTS OF ANNUAL GENERAL MEETING


Cape Town, 28 August 2015 – Naspers Limited (“Naspers”) (JSE: NPN, LSE: NPSN) The 101st annual
general meeting (AGM) of Naspers Limited was held this morning in the Media24 Centre at
40 Heerengracht, Cape Town, South Africa.


Shareholders are advised that all resolutions set out in the notice of annual general meeting were passed by
the requisite majority of shareholders represented at the annual general meeting. The following information
is provided in compliance with the JSE Limited’s Listings Requirements:

Issued share capital:
N ordinary shares – 419 212 949
A ordinary shares – 712 131
Total votes exercisable by A and N shares: 1 131 343 949


Number of shares present/represented at the annual general meeting (being 62,03% of the total votable
shares): 260 467 740 A and N ordinary shares.

                                                                                                 
Total votes present/represented at annual general meeting being 962 459 046 (85,07%) of total votes
exercisable.

                                                                                        
Details of the results of the voting are as follows:

                                                   Votes                Votes
                                                     for                against            Votes abstained*



                                            Number         %         Number        %         Number           %

Ordinary resolutions

1.     Acceptance of annual financial       961 798 750    99.93%            -    0.00%      660 196       0.06%
       statements

2.     Confirmation and approval of         961 984 763    99.95%            -    0.00%      474 283       0.04%
       payment of dividends

3.     Reappointment of                     959 995 834    99.84%    1 048 032    0.11%      474 283       0.04%
       PricewaterhouseCoopers Inc.
       as auditor

4.     To confirm the appointment of:

4.1    Mr S J Z Pacak as a non-             936 385 450    97.31%   25 448 588    2.64%      474 080       0.04%
       executive director

4.2    Mr M R Sorour as an executive        944 879 597    98.21%   16 773 020    1.74%      474 080       0.04%
       director

4.3    Mr J P Bekker as a non-executive     896 469 506    93.16%   64 768 598    6.73%    1 069 580       0.09%
       director and chair

5.      To elect the following directors:

5.1     Mr C L Enenstein                    958 028 744    99.54%    3 932 736    0.41%      474 080       0.04%

5.2     Mr D G Eriksson                     958 000 830    99.54%    3 960 518    0.41%      474 080       0.04%

5.3     Mr T M F Phaswana                   952 783 894    99.08%    8 224 367    0.86%      670 319       0.06%

5.4     Mr B J van der Ross                 942 739 793    97.95%   18 548 968    1.93%    1 170 053       0.10%

6.     Appointment of the following
       audit committee members:

6.1     Mr D G Eriksson                     957 763 813    99.51%    3 833 707    0.40%      861 394       0.08%

                                           
6.2      Mr B J van der Ross                 938 171 312    97.56%   20 033 975    2.08%     3 473 193     0.31%

6.3      Prof R C C Jafta                    957 158 723    99.45%    4 629 872    0.48%       670 319     0.06%

7.       To endorse the company’s            807 623 683    83.91%   142 063 768    14.76%   12 771 462    1.13%
         remuneration policy

8.       Approval of general authority       634 565 925    76.54%   193 501 932    23.34%    1 041 034    0.09%
         placing unissued shares under the
         control of the directors

9.       Approval of issue of shares for     835 706 288    87.30%   120 777 133    12.62%      791 493    0.07%
         cash

10.      Approval of the new Naspers         902 570 137    94.22%    53 303 492    5.56%     2 065 285    0.18%
         restricted stock plan trust deed


11.      Approve amendments to the MIH       835 415 876    86.81%   122 911 831    12.77%    3 969 641    0.35%
         Holdings share trust deed, MIH
         (Mauritius) Limited share trust
         deed and Naspers share incentive
         trust deed



Special resolution number 1: Approval of
the remuneration of the non-executive
directors:

Proposed 31 March 2016

1.1      Board – chair                       957 296 578    99.46%     3 693 432    0.38%     1 466 603     0.13%

1.2      Board – member                      957 326 168    99.48%     3 514 667    0.37%     1 467 183     0.13%

1.3      Audit committee – chair             952 892 598    99.01%     8 874 253    0.92%       692 195     0.06%

1.4      Audit committee – member            958 269 050    99.56%     3 495 802    0.36%       692 195     0.06%

1.5      Risk committee – chair              957 495 495    99.48%     4 270 790    0.44%       692 195     0.06%                                                                                                    
                                             
                                            
1.6      Risk committee – member             958 270 897    99.56%    3 495 802     0.36%      692 195      0.06%

1.7      Human resources and                 957 925 896    99.53%    3 838 956     0.40%      692 195      0.06%
         remuneration committee – chair

1.8      Human resources and                 958 179 048    99.56%    3 562 318     0.37%      692 195      0.06%
         remuneration committee –
         member

1.9      Nomination committee – chair        958 270 917    99.56%    3 495 802     0.36%      692 195      0.06%

1.10     Nomination committee – member       958 270 917    99.56%    3 495 802     0.36%      692 195      0.06%

1.11     Social and ethics committee –       958 269 050    99.56%    3 495 802     0.36%      692 195      0.06%
         chair

1.12     Social and ethics committee –       958 109 351    99.56%    3 495 802     0.36%      692 195      0.06%
         member

1.13     Trustees of group share             961 297 511    99.88%     470 289      0.05%      691 114      0.06%
         schemes/other personnel funds

1.14     Media24 pension fund – chair        961 369 179    99.89%     397 540      0.04%      692 195      0.06%

1.15     Media24 pension fund – trustee      961 368 745    99.89%     397 540      0.04%      692 195      0.06%


Proposed 31 March 2017


1.16     Approval of the remuneration of     958 218 480    99.56%    1 147 781     0.12%    3 092 653      0.27%
         the non-executive directors

Special resolution number 2: Approve         878 215 988    91.26%   83 598 803     8.69%      484 292      0.04%
generally the provision of financial
assistance in terms of section 44 of the Act

Special resolution number 3: Approve         953 844 502    99.11%    8 137 657     0.85%      474 888      0.04%
generally the provision of financial
assistance in terms of section 45 of the Act
                                                                                                                                                                         
                                                      
Special resolution number 4: General         946 374 648    98.33%   14 739 788     1.53%     1 344 478     0.12%
authority for the company or its
subsidiaries to acquire N ordinary shares
in the company


Special resolution number 5: General         836 331 026    87.65%   116 301 172    12.19%    1 576 375     0.14%
authority for the company or its
subsidiaries to acquire A ordinary shares
in the company

12.       Authorisation to implement all     961 105 792    99.86%      661 507      0.07%      691 615     0.06%
          resolutions adopted at the annual
          general meeting

* Abstentions are represented as a percentage of total exercisable votes.




Koos Bekker reported in his AGM address that Naspers posted a solid performance for the year 31 March
2015. The group’s strategy remained organic growth of existing businesses and limited acquisitions that
add value to the group. He noted shareholders have already received copies of Naspers’s summarised
financial results, which are also available on our website www.naspers.com.

Highlights of 2015 included:
                  -     Core headline earnings is what our board considers a reliable indicator of sustainable
                        operating performance. This grew 30% in rand terms.
                  -     Revenue expanded 26% in rands, driven by solid growth in our internet, ecommerce and
                        video-entertainment segments (previously pay television).
                  -     We invested some R11 billion in developing our ecommerce and video-entertainment
                        segments.
                  -     In video-entertainment, we passed a milestone to reach 10,2 million households across
                        Africa.

                                                                                                                                
                  -     Our listed internet investments, Tencent and Mail.ru, were again key contributors to
                        results.
                  -     During the year Naspers, Media24 and Die Burger newspaper celebrated centenaries with
                        various functions.
                  -     With your approval, the annual gross dividend will be increased by 11% to 470c per listed
                        N ordinary share, and to 94c per unlisted A ordinary share.


However, we also faced some challenges in 2015:
                  -     Technology developments are reshaping many industries. This requires us to attract the
                        best people globally and be exceptionally nimble.
                  -     In Russia, Mail.ru was confronted with a turbulent environment and a weakening of the
                        rouble. The rand also weakened.
                  -     Our print-media interests managed only marginal revenue growth in line with headwinds
                        experienced by the print industry globally. The printing business Novus was successfully
                        listed in March 2015.


We strengthened our position in most markets by investing in people, technology, content and marketing.
This has allowed your group to grow ahead of competitors, and positions us well to succeed in the tough
but vibrant markets where we operate.


We paid tribute to directors who served the Group with distinction. Our previous Chair, Ton Vosloo,
during an illustrious career of 50 years in Naspers both led and chaired the group impressively. Among
directors who retired this year, Boetie van Zyl was an eagle-eyed chair of the audit committee, while
Yuanhe Ma and Fran du Plessis contributed greatly, as did Lourens Jonker and Neil van Heerden who have
now also retired from the Media24 board. We thank them for superb contributions.


We appreciate the support of our shareholders over the past year. We also thanked all the Naspers partners
and suppliers and associates in multiple countries in the world.


Lastly and most importantly, we appreciate deeply what our employees have contributed over the past year
in enthusiasm, energy and enterprise.

                                                                                                
Important Information:

The report may contain forward-looking statements as defined in the United States Private Securities Litigation Reform Act of 1995. Words such as ‘believe’,
‘anticipate’, ‘intend’, ‘seek’, ‘will’, ‘plan’, ‘could’, ‘may’, ‘endeavour’ and similar expressions are intended to identify such forward-looking statements, but are
not the exclusive means of identifying such statements. While these forward-looking statements represent our judgements and future expectations, a number of
risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These include factors
that could adversely affect our businesses and financial performance. We are not under any obligation to (and expressly disclaim any such obligation to) update
or alter our forward-looking statements, as a result of new information, future events or otherwise. Investors are cautioned not to place undue reliance on any
forward-looking statements in this report.




Contact:
Meloy Horn
Head of investor relations
Naspers
+27 11 289 3320
+27 82 772 7123
meloy.horn@naspers.com


Cape Town
28 August 2015.

Sponsor: Investec Bank Limited




                                                                                                                                                     

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