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NASPERS LIMITED - Results of annual general meeting

Release Date: 26/08/2016 17:00
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)
JSE share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315121003
(“Naspers” or “the company”)


RESULTS OF ANNUAL GENERAL MEETING



Cape Town, 26 August 2016 – Naspers Limited (Naspers) (JSE: NPN, LSE: NPSN) The 102nd 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 AGM 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 – 438 036 121

A ordinary shares – 907 128

Total votes exercisable by A and N shares: 1 345 164 121



Number of shares present/represented at the AGM (being 79,02% of the total votable shares): 346 831 851

A and N ordinary shares.



Total votes present/represented at AGM being 1 204 568 256 (89,55%) of total votes exercisable.
Details of voting results:

                                     Votes                        Votes                     Votes abstained*
                                     for                          against


                                     Number             %         Number          %         Number      %
Ordinary resolutions

1         Acceptance of annual       1 204 219 556       99.97%   -               0.00%     348 700     0.03%
          financial statements

2         Confirmation and           1 204 405 749       99.99%   -               0.00%     162 507     0.01%
          approval of payment of
          dividends

3         Reappointment of           1 133 742 243       94.12%   67 306 218      5.59%     3 519 795   0.26%
          PricewaterhouseCoopers
          Inc. as auditor

4         To confirm the
          appointment of:


4.1       Mr HJ du Toit as a non-    1 202 766 312       99.85%   1 001 474       0.08%     800 470     0.06%
          executive director

4.2       Mr G Liu as a non-         1 203 828 265       99.94%   58 080          0.00%     681 911     0.05%
          executive director

5         To elect the following
          directors:

5.1       Mr FLN Letele              1 199 839 539       99.61%   3 162 969       0.26%     1 565 748   0.12%

5.2       Mr R Oliveira de Lima      1 194 639 484       99.18%   8 534 033       0.71%     1 394 739   0.10%

5.3       Mr JDT Stofberg            1 200 890 402       99.69%   2 943 213       0.24%     734 641     0.05%

5.4       Prof D Meyer               1 203 004 306       99.87%   881 759         0.07%     682 191     0.05%

6         Appointment of the
          following audit
          committee members:

6.1       Mr DG Eriksson             1 200 655 987       99.68%   3 230 078       0.27%     682 191     0.05%

6.2       Mr BJ van der Ross         1 123 272 811       93.25%   78 864 844      6.55%     2 430 601   0.18%

6.3       Prof RCC Jafta             1 196 441 705       99.33%   7 446 021       0.62%     680 530     0.05%

7         To endorse the             946 789 592         78.60%   217 065 357     18.02%    40 713 307  3.03%
          company’s remuneration                                                                                          
          policy                     
 
8         Approval of general        843 674 501         78.76%   209 715 817     19.58%    17 827 938  1.33%
          authority placing
          unissued shares under
          the control of the
          directors
9         Approval of issue of       1 054 702 534       87.56%   132 389 766     10.99%    17 475 956  1.30%
          shares for cash

10        Authorisation to           1 202 143 097       99.80%   1 854 274       0.15%     570 885     0.04%
          implement all
          resolutions adopted at
          the annual general
          meeting

Special resolution number 1:

Approval of remuneration of non-
executive directors:

Proposed 31 March 2018

1.1       Board – chair             1 198 591 502       99.50%   5 405 589       0.45%     571 165     0.04%

1.2       Board – member            1 188 401 415       98.66%   15 595 676      1.29%     571 165     0.04%

1.3       Audit committee – chair   1 191 784 344       98.94%   12 212 747      1.01%     571 165     0.04%

1.4       Audit committee –         1 192 415 258       98.99%   11 581 833      0.96%     571 165     0.04%
          member

1.5       Risk committee – chair    1 192 831 313       99.03%   11 165 778      0.93%     571 165     0.04%

1.6       Risk committee –          1 192 988 770       99.04%   11 008 321      0.91%     571 165     0.04%
          member

1.7       Human resources and       1 192 831 313       99.03%   11 165 778      0.93%     571 165     0.04%
          remuneration committee
          – chair

1.8       Human resources and       1 192 988 770       99.04%   11 008 321      0.91%     571 165     0.04%
          remuneration committee
          – member

1.9      Nomination committee –     1 192 988 770       99.04%   11 008 321      0.91%     571 165     0.04%
         chair
         
1.10     Nomination committee –     1 192 988 770       99.04%   11 008 321      0.91%     571 165     0.04%
         member

1.11     Social and ethics          1 192 989 050       99.04%   11 008 321      0.91%     570 885     0.04%
         committee – chair

1.12     Social and ethics          1 193 477 424       99.08%   10 519 947      0.87%     570 885     0.04%
         committee – member

1.13     Trustees of group share    1 201 755 600       99.77%   2 237 398       0.19%     575 258     0.04%
         schemes/other personnel
         funds
  
Special resolution number 2:        1 097 922 466       91.15%   89 020 450      7.39%     17 625 330  1.31%
Approve generally the provision
of financial assistance in terms of
section 44 of the Act

Special resolution number 3:        1 199 149 812       99.55%    3 403 302      0.28%     2 015 142   0.15%
Approve generally the provision
of financial assistance in terms of
section 45 of the Act

Special resolution number 4:        1 176 479 629       97.67%   25 537 908      2.12%     2 550 719   0.19%
General authority for the
company or its subsidiaries to
acquire N ordinary shares in the
company

Special resolution number 5:        1 043 375 190       86.62%  137 538 131     11.42%    23 654 935   1.76%
General authority for the
company or its subsidiaries to
acquire A ordinary shares in the
company

Special resolution number 6:        1 201 857 804       99.77%      296 647      0.02%     2 413 805   0.18%
Amendment to the memorandum
of incorporation: fractions of
shares

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

In his AGM address, chairman Koos Bekker reported that Naspers delivered a solid performance
for the year against a volatile macroeconomic backdrop. He noted while shareholders had already
received copies of Naspers’s summarised financial results, these were also available on the group
website www.naspers.com.


Highlights of 2016 included:

-   In constant currency core headline earnings, a reliable indicator of sustainable
    earnings, grew 49% in dollars to US$1.2bn.

-   Revenue rose 22%, driven by strong growth especially in ecommerce and via our
    interest in Tencent.

-   With your approval, the annual gross dividend will be increased by 11% to 520c per
    listed N ordinary share, and to 104c per unlisted A ordinary share.

However, we also faced some challenges:

-   Our video-entertainment segment bore the brunt of falling commodity prices, which
    drove African currencies down. Angola and Nigeria were tough. We had to lower
    some prices to help our loyal customers.

-   The South African economy slowed.

-   We are no longer competing against local players: these days our competitors are
    Google, Facebook and Amazon, boxers many times our size and scale. Competition
    is now global, while regulators still think in terms of countries. We need to change
    their mindset.


We invested heavily in engineers, technology, content and marketing. We are proud of a
few achievements:

-   Supersport is the main funder of sport on the African continent.
-   We paid taxes of R9.8bn to various countries where we do business.
-   Our ownership profile in MultiChoice has reached the remarkable point where
    black South Africans and white South Africans now own equal percentages of the
    company. We were quite surprised when we did the latest calculation: this shows
    the country is moving faster in rebalancing ownership than previously thought.

Taking a longer view, our market capitalisation has grown from US$622m on listing in
1994 to US$73.9bn today.

We appreciate the constant support of our shareholders. We also thank our partners,
suppliers and associates around the world. Most importantly, we deeply appreciate what
our friends and 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
26 August 2016
Sponsor: Investec Bank Limited

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