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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
The 103rd 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 – 438 280 262
A ordinary shares – 907 128
Total votes exercisable by A and N shares: 1 345 408 262
Number of shares present/represented at the AGM (being 78,82% of the total votable shares):
346 154 531 A and N ordinary shares.
Total votes present/represented at AGM being 1 241 610 179 (92,29%) of total votes exercisable.
Details of voting results:
Votes Votes Votes abstained*
for against
Number % Number % Number %
Ordinary resolutions
1 Acceptance of annual financial 1 236 839 246 99,62% 4 309 189 0,35% 461 744 0,03%
statements
2 Confirmation and approval of
payment of dividends 1 236 742 673 99,63% 4 330 624 0,35% 289 244 0,02%
3 Reappointment of
PricewaterhouseCoopers Inc. 1 166 168 847 93,93% 75 041 260 6,04% 289 315 0,02%
as auditor
4 To confirm the appointment
of Ms E M Choi as a non- 1 236 241 034 99,58% 4 379 109 0,35% 875 638 0,07%
executive director
5 To elect the following
directors:
5.1 Mr J P Bekker 1 213 777 344 97,77% 26 583 624 2,14% 1 057 295 0,08%
5.2 Mr S J Z Pacak 1 231 438 984 99,19% 8 923 980 0,72% 1 136 957 0,08%
5.3 Mr T M F Phaswana 1 211 576 458 97,62% 28 417 367 2,29% 1 168 770 0,09%
5.4 Mr B J van der Ross 1 204 345 320 97,02% 34 360 721 2,77% 2 567 634 0,19%
5.4 Prof R C C Jafta 1 188 240 731 95,73% 51 784 533 4,17% 1 168 120 0,09%
6 Appointment of the following
audit committee members:
6.1 Mr D G Eriksson 1 233 115 549 99,35% 5 198 474 0,42% 2 846 491 0,21%
6.2 Mr B J van der Ross 1 158 965 588 93,34% 79 681 748 6,42% 2 958 478 0,22%
6.3 Prof R C C Jafta 1 152 204 072 92,81% 86 549 367 6,97% 2 748 889 0,20%
7 To endorse the company’s
remuneration policy 979 646 523 78,92% 228 727 253 18,43% 32 882 812 2,44%
8 Approval of general authority
placing unissued shares under 850 763 485 75,47% 254 494 256 22,58% 22 068 613 1,64%
the control of the directors
9 Approval of issue of shares for
cash 1 087 989 046 87,68% 134 255 267 10,82% 18 566 340 1,38%
Votes Votes Votes abstained*
for against
Number % Number % Number %
10 Approval of amendements to
the deeds for the Naspers
Share Incentive Trust, the MIH
Services fz llc Share Trust
(formerly the MIH (Mauritius)
Limited share trust deed) and
the MIH Holdings Share Trust 1 095 673 767 88,25% 126 161 213 10,16% 19 680 944 1,46%
11 Authorisation to implement
all resolutions adopted at the
annual general meeting 1 233 495 809 99,36% 7 148 777 0,58% 818 653 0,06%
Special resolution number 1:
Approval of remuneration of non-
executive directors:
Proposed 31 March 2018
1.1 Board – chair
1 214 805 275 97,86% 25 194 597 2,03% 1 423 281 0,11%
1.2 Board – member
1 215 146 204 97,96% 23 829 218 1,92% 1 452 882 0,11%
1.3 Audit committee – chair
1 212 886 002 97,70% 27 160 697 2,19% 1 423 446 0,11%
1.4 Audit committee – member
1 217 427 263 98,07% 22 503 516 1,81% 1 423 246 0,11%
1.5 Risk committee – chair
1 215 817 768 98,04% 22 927 652 1,85% 1 423 287 0,11%
1.6 Risk committee – member
1 218 910 845 98,19% 21 066 734 1,70% 1 423 246 0,11%
1.7 Human resources and
remuneration committee –
chair 1 216 115 308 97,96% 23 908 021 1,93% 1 457 322 0,11%
1.8 Human resources and
remuneration committee –
member 1 215 929 539 97,94% 24 138 670 1,94% 1 423 287 0,11%
1.9 Nomination committee –
chair 1 219 142 121 98,29% 19 775 994 1,59% 1 453 497 0,11%
1.10 Nomination committee –
member 1 218 892 402 98,19% 21 061 889 1,70% 1 452 847 0,11%
Votes Votes Votes abstained*
for against
Number % Number % Number %
1.11 Social and ethics
committee – chair
1 219 125 283 98,20% 20 831 445 1,68% 1 452 847 0,11%
1.12 Social and ethics
committee – member
1 218 982 487 98,19% 21 062 095 1,70% 1 452 847 0,11%
1.13 Trustees of group share
schemes/other
personnel funds
1 218 713 078 98,18% 21 178 547 1,71% 1 452 888 0,11%
Special resolution number 2:
Approve generally the provision
of financial assistance in terms of 1 123 932 798 90,61% 97 311 653 7,84% 19 188 702 1,43%
section 44 of the Act
Special resolution number 3:
Approve generally the provision
of financial assistance in terms of
section 45 of the Act 1 232 743 654 99,29% 7 876 659 0,63% 912 129 0,07%
Special resolution number 4:
General authority for the
company or its subsidiaries to
acquire N ordinary shares in the
company 1 211 437 741 97,58% 29 535 857 2,38% 462 944 0,03%
Special resolution number 5:
General authority for the
company or its subsidiaries to
acquire A ordinary shares in the 1 076 947 427 86,74% 139 413 008 11,23% 25 233 114 1,88%
company
* Abstentions are represented as a percentage of total exercisable votes.
In his AGM address to shareholders, Koos Bekker, chair of Naspers, noted highlights as follows:
“Welcome to the many long-term investors and shareholders I see in the audience: thank you for
your generous support over many years. Which of you were shareholders when Naspers listed in
1994? And when, after the dotcom bubble bust, our share price dropped to below R12 in March
2002? The value of such long-term loyalty is that we could take risks that other companies dared
not: some of those paid off. Thank you for your support through thick and thin, through hell and
high water.
A few highlights of performance:
• Revenue rose 29%. So that’s how much faster the engine turned.
• In the view of our board, the single best benchmark for profit is core headline
earnings, where accounting funnies are removed. Last year that grew 41% to
US$1.75bn.
• Some drivers of growth stand out: firstly, our interest in listed investments
Tencent, and to a lesser extent, Mail.ru, both companies that themselves publish
extensive information.
• Secondly, growth in ecommerce. Our classified businesses – that some media
were skeptical of – are starting to shape up nicely in several markets. And a few
other internet segments like payments, food delivery and e-tailing hold promise if
we can beat some tough competitors.
• Our video business felt the impact of economic volatility in South African and the
oil producers in Africa. We do hope that Africa will surmount its problems and rise
as a great continent.
• Our smaller Media24 business is in the process of transferring its technology from
print to electronic.
• We will ask your approval to list the annual gross dividend by 12% to R5.80 per
listed N ordinary share. A fifth of that per unlisted A ordinary share.
Some comments on the environment:
• Around the world, Naspers competes against the likes of Google, Facebook and
Amazon – all many times our scale. However, regulators in some markets still
think in terms of setting up competitors in each sector in their country. That’s not
how things work anymore: we are competing against monsters from California.
Please support us because we create employment locally!
• We also pay taxes locally. Last year we paid US$825 million (or R10 billion rand) to
various countries where we do business – five times the amount we distributed to
shareholders in dividends. I repeat: five times.
• Across 120 countries and markets, millions of people are using our services to
improve their quality of life. Sometimes we entertain or inform families,
sometimes we enable people to communicate or to trade with each other.
The corporate climate for public companies is also changing, and not always for the better. For
example, our practices are now rated by agencies some of whom never visit us, never ran
internet or media companies themselves, but compare our various ratios off the shelf with those
of property companies or mines. And then several institutional investors follow their guidance
blindly. That is truly not wise.
Companies very seldom go under because of a failure of governance. The latter is a hygiene
factor: necessary but not sufficient. Most enterprises that fail were outperformed by tougher
fighters, or lost their consumers, or fell behind technologically. To use a sports metaphor: of
course Real Madrid needs governance, but washing their hands after going to the toilet doesn’t
by itself make them the best football club in the world. What really differentiates them is
Christiano Ronaldo and his mates, their relentless practice and invention: their flair and risk-
taking on the field. And if you want Ronaldo, you’re gonna pay for him. The competition for the
best engineers and entrepreneurs is fierce and expensive, but in our game without good players
you’re dead.
We have always enjoyed engaging with shareholders and getting their views, some quite useful.
May I briefly deal with 3 recurrent themes that are less productive.
- Firstly, for two decades we have received advice from short-term traders to buy
back our own shares. Of course such action will spike our share price for a few
weeks, then investors will work out that a growth company like ours consumes
cash and can’t keep on buying back its own stock. Whereupon the share price
will drop back. By that time, of course, the short-term operator that planted this
idea would have long ago sold his Naspers shares and run off. And loyal long-
term shareholders like you will be left holding the can, which can will then be
empty of cash.
- A second recurrent theme is that we should sell Tencent shares. We started
getting that advice from the day Tencent listed in 2004, at the equivalent of less
than one HK$ (considering the later share split). Then the shares went to HK$20,
then 100. We kept getting the same demand, even from people who had never
visited China. For example, had we given in to that advice even 5 years ago, we
would have sold at the equivalent of HK$ 45. Except today the price is HK$ 325.
Fact is: each time our board evaluated Tencent, we concluded at that moment
it’s still the best use for our money. And today we see no reason yet to change.
- A third and last theme is obsessing about the so-called “discount” of the Naspers
share price to theoretical calculations of its sum-of-the-parts. If one broke up the
company, you could instantly get more for the constituents. That would also be
true of most composite companies like ours. But there is strength in being one
large group rather than a series of small outfits. The best evidence: over the past
years the big 5 tech companies in Silicon Valley far, far outperformed the
aggregate of their small competitors. The same was true of the tech big 3 in
China. This theoretical problem of a so-called discount need not bother the
long-term investor. Let me give an example. If we broke up Naspers 5 years ago,
and we then got a premium of 33% more for the various parts, each Naspers
shareholder would have received $77 in cash. But today your Naspers share is
worth three times more.Which would a sensible long-term investor prefer?
And over five years hence the share will hopefully appreciate further. In short,
your Naspers share that opened at $6 on listing in 1994, had grown to $220
today.
And that’s what we are aiming for on behalf of our shareholders: long term growth. We are
really not interested in fads and funnies to make a quick buck.
Let me thus thank you with great sincerity for your constant support as long-term shareholders
over many years.
We also thank our partners, our suppliers and associates around the world.
Most importantly, we deeply appreciate what our thousands of skilled people in many countries
have contributed over the past year in enthusiasm, in 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
25 August 2017
Sponsor: Investec Bank Limited
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