NASPERS LIMITED - RESULTS OF ANNUAL GENERAL MEETING

Release Date: 24/08/2018 17:45
Code(s): NPN
 
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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, 24 August 2018 - Naspers Limited (Naspers) (JSE: NPN, LSE: NPSN) The 104th annual general meeting (AGM) 
of Naspers Limited was held this morning in the Cape Town International Convention Centre 2 (CTICC2), Corner of
Heerengracht and Rua Bartholomeu Dias, Foreshore, 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:

Total issued number of N ordinary shares: 438 656 059                                    
Total issued number of A ordinary shares: 907 128**
Treasury shares: 6 503 685
Number of ordinary shares that could have been voted at the meeting: 1 345 784 059** 
Abbreviations: N ordinary shares (N Ord)
               A ordinary shares (A Ord)

Details of voting results: 
                                                            A ordinary shares***                      N ordinary shares                      
                                                            No. of votes           No. of votes                               Abstain % as   
                                                             voted A ord            voted N ord                             a total of the   
                                                               shares at              shares at                                N ord share   
                                                             the meeting   For %    the meeting       For %      Against %         capital    
       Ordinary resolutions                                                                                                 
   1   Acceptance of annual                                              
       financial statements                                  895 110 000    100%    356 386 882      99,99%          0,01%           0,48%    
   2   Confirmation and approval of                                      
       payment of dividends                                  895 110 000    100%    358 279 101      99,84%          0,16%           0,05%    
   3   Reappointment of                                                  
       PricewaterhouseCoopers Inc. as auditor                895 110 000    100%    358 276 669      73,19%         26,81%           0,05%    
   4   To confirm the appointment of                                     
       Mr M R Sorour as a non-executive director             895 110 000    100%    357 470 849      97,94%          2,06%           0,23%    
 5,1   To elect the following directors:                                 
       Mr C L Enenstein                                      895 110 000    100%    357 313 484      93,09%          6,91%           0,27%    
 5,2   Mr D G Eriksson                                       895 110 000    100%    355 588 444      98,37%          1,63%           0,20%    
 5,3   Mr H J du Toit                                        895 110 000    100%    357 310 976      96,46%          3,54%           0,27%    
 5,4   Mr G Liu                                              895 110 000    100%    357 603 568      98,60%          1,40%           0,20%    
 5,5   Mr R Oliveira de Lima                                 895 110 000    100%    357 310 976      94,22%          5,78%           0,27%    
 6,1   Appointment of the following audit                                
       committee members: Mr D G Eriksson                    895 110 000    100%    357 606 210      98,05%          1,95%           0,20%    
 6,2   Mr B J van der Ross                                   895 110 000    100%    355 031 887      77,25%         22,75%           0,79%    
 6,3   Prof R C C Jafta                                      895 110 000    100%    355 033 522      77,24%         22,76%           0,79%    
   7   To endorse the company’s remuneration policy          895 110 000    100%    358 240 773      43,04%         56,96%           0,06%    
   8   To approve the implementation of the                              
       remuneration policy as set out in                                 
       the remuneration report                               895 110 000    100%    358 240 492      52,24%         47,76%           0,06%    
   9   Approval of general authority placing                             
       unissued shares under the control of the directors    725 245 000    100%    358 274 092      15,09%         84,91%           0,05%    
  10   Approval of issue of shares for cash                  895 110 000    100%    358 271 192      55,55%         44,45%           0,05%    
  11   Authorisation to implement all resolutions                        
       adopted at the annual general meeting                 895 110 000    100%    358 278 667      99,77%          0,23%           0,05%    
       Special resolutions                                                                                                                    
 1,1   Approval of remuneration of non-executive                         
       directors - proposed 31 March 2020: Board - chair     895 110 000    100%    357 604 289      98,89%          1,11%           0,20%    
 1,2   Board - member                                        895 110 000    100%    357 604 289      99,59%          0,41%           0,20%    
 1,3   Audit committee - chair                               895 110 000    100%    357 604 007      96,38%          3,62%           0,20%    
 1,4   Audit committee - member                              895 110 000    100%    357 604 107      97,25%          2,75%           0,20%    
 1,5   Risk committee - chair                                895 110 000    100%    357 604 107      99,27%          0,73%           0,20%    
 1,6   Risk committee - member                               895 110 000    100%    357 604 241      99,86%          0,14%           0,20%    
 1,7   Human resources and remuneration committee - chair    895 110 000    100%    357 604 241      98,95%          1,05%           0,20%    
 1,8   Human resources and remuneration committee - member   895 110 000    100%    357 604 241      99,86%          0,14%           0,20%    
 1,9   Nomination committee - chair                          895 110 000    100%    357 570 011      99,84%          0,16%           0,21%    
1,10   Nomination committee - member                         895 110 000    100%    357 570 011      99,86%          0,14%           0,21%    
1,11   Social and ethics committee - chair                   895 110 000    100%    357 604 011      99,15%          0,85%           0,20%    
1,12   Social and ethics committee - member                  895 110 000    100%    357 604 011      99,74%          0,26%           0,20%    
1,13   Trustees of group share schemes/other personnel funds 895 110 000    100%    357 603 667      99,73%          0,27%           0,20%    
   2   Approve generally the provision of financial                      
       assistance in terms of section 44 of the Act          895 110 000    100%    358 005 103      97,57%          2,43%           0,11%    
   3   Approve generally the provision of financial                      
       assistance in terms of section 45 of the Act          895 110 000    100%    358 276 362      98,85%          1,15%           0,05%    
   4   General authority for the company or its                          
       subsidiaries to acquire N ordinary shares                         
       in the company                                        895 110 000    100%    358 061 012      97,80%          2,20%           0,10%    
   5   General authority for the company or its                          
       subsidiaries to acquire A ordinary shares                         
       in the company                                        895 110 000    100%    358 061 265      53,50%         46,50%           0,10%

Details of voting results (continued):       
                                                               Total A and N ord shares
                                                                 voted at the meeting                      Total
                                                                                          No. of votes
                                                                                         voted N and A
                                                                                         ord shares at       A ord         N ord
                                                                 For %      Against %      the meeting    shares %      shares %    
       Ordinary resolutions                                  
   1   Acceptance of annual                                  
       financial statements                                    99,998%          0,00%    1 251 496 882      71,52%        28,48%    
   2   Confirmation and approval of                          
       payment of dividends                                    99,954%          0,05%    1 253 389 101      71,42%        28,58%    
   3   Reappointment of                                      
       PricewaterhouseCoopers Inc. as auditor                  92,336%          7,66%    1 253 386 669      71,42%        28,58%    
   4   To confirm the appointment of                         
       Mr M R Sorour as a non-executive director               99,412%          0,59%    1 252 580 849      71,46%        28,54%    
 5,1   To elect the following directors:                     
       Mr C L Enenstein                                        98,028%          1,97%    1 252 423 484      71,47%        28,53%    
 5,2   Mr D G Eriksson                                         99,536%          0,46%    1 250 698 444      71,57%        28,43%    
 5,3   Mr H J du Toit                                          98,990%          1,01%    1 252 420 976      71,47%        28,53%    
 5,4   Mr G Liu                                                99,601%          0,40%    1 252 713 568      71,45%        28,55%    
 5,5   Mr R Oliveira de Lima                                   98,352%          1,65%    1 252 420 976      71,47%        28,53%    
 6,1   Appointment of the following audit                    
       committee members: Mr D G Eriksson                      99,443%          0,56%    1 252 716 210      71,45%        28,55%    
 6,2   Mr B J van der Ross                                     93,539%          6,46%    1 250 141 887      71,60%        28,40%    
 6,3   Prof R C C Jafta                                        93,537%          6,46%    1 250 143 522      71,60%        28,40%    
   7   To endorse the company’s remuneration policy            83,721%         16,28%    1 253 350 773      71,42%        28,58%    
   8   To approve the implementation of the                  
       remuneration policy as set out in                     
       the remuneration report                                 86,348%         13,65%    1 253 350 492      71,42%        28,58%    
   9   Approval of general authority placing                 
       unissued shares under the control of the directors      71,925%         28,07%    1 083 519 092      66,93%        33,07%    
  10   Approval of issue of shares for cash                    87,293%         12,71%    1 253 381 192      71,42%        28,58%    
  11   Authorisation to implement all resolutions            
       adopted at the annual general meeting                   99,934%          0,07%    1 253 388 667      71,42%        28,58%    
       Special resolutions                                                                                                          
 1,1   Approval of remuneration of non-executive             
       directors - proposed 31 March 2020: Board - chair       99,684%          0,32%    1 252 714 289      71,45%        28,55%    
 1,2   Board - member                                          99,882%          0,12%    1 252 714 289      71,45%        28,55%    
 1,3   Audit committee - chair                                 98,966%          1,03%    1 252 714 007      71,45%        28,55%    
 1,4   Audit committee - member                                99,214%          0,79%    1 252 714 107      71,45%        28,55%    
 1,5   Risk committee - chair                                  99,792%          0,21%    1 252 714 107      71,45%        28,55%    
 1,6   Risk committee - member                                 99,960%          0,04%    1 252 714 241      71,45%        28,55%    
 1,7   Human resources and remuneration committee - chair      99,700%          0,30%    1 252 714 241      71,45%        28,55%    
 1,8   Human resources and remuneration committee - member     99,960%          0,04%    1 252 714 241      71,45%        28,55%    
 1,9   Nomination committee - chair                            99,954%          0,05%    1 252 680 011      71,46%        28,54%    
1,10   Nomination committee - member                           99,960%          0,04%    1 252 680 011      71,46%        28,54%    
1,11   Social and ethics committee - chair                     99,756%          0,24%    1 252 714 011      71,45%        28,55%    
1,12   Social and ethics committee - member                    99,924%          0,08%    1 252 714 011      71,45%        28,55%    
1,13   Trustees of group share schemes/other personnel funds   99,923%          0,08%    1 252 713 667      71,45%        28,55%    
   2   Approve generally the provision of financial          
       assistance in terms of section 44 of the Act            99,307%          0,69%    1 253 115 103      71,43%        28,57%    
   3   Approve generally the provision of financial          
       assistance in terms of section 45 of the Act            99,672%          0,33%    1 253 386 362      71,42%        28,58%    
   4   General authority for the company or its              
       subsidiaries to acquire N ordinary shares             
       in the company                                          99,372%          0,63%    1 253 171 012      71,43%        28,57%    
   5   General authority for the company or its              
       subsidiaries to acquire A ordinary shares             
       in the company                                          86,714%         13,29%    1 253 171 265      71,43%        28,57%    
                                                             
*  Abstentions are represented as a percentage of total exercisable votes.
** Naspers A ordinary shares have one thousand votes per share. 

Summary of statements from the annual general meeting:

Our strategy to create long term shareholder value has not changed over time. We pursue growth by building leading
companies that empower people and enrich communities. We identify big societal needs with strong local dynamics that can
transcend borders. We find great local businesses and then help the entrepreneurs accelerate their progress. We try and
invest in the best opportunities early and drive global scale over time. Today, our companies and associates operate in
more than 120 countries, affecting the everyday lives of millions of people. Around a fifth of the world's population 
uses the products and services of companies we've built and invested in, and many of these customers use the products of
more than one of our companies.

Over the past year we accelerated revenue growth, delivering a robust 39% YoY increase to just over US$20bn, with
ecommerce delivering almost US$3.6bn. Group trading profit rose at an even faster pace of 52% to US$3.4bn. Importantly,
ecommerce - particularly our classifieds, payments and travel businesses - improved profitability significantly. Core
headline earnings, the board's measure of operating performance, rose 72% to US$2.5bn.

We believe in the importance of engaging with and being responsive to our stakeholders and we have taken seriously the
matters raised at our last AGM and through various engagements. I want to outline the progress we are making:

At Naspers we relentlessly pursue growth through technology and entrepreneurship. In the technology sector in which we
operate competition is fierce, the pace of change is unprecedented, and the ability to anticipate change determines
success or failure. It is gratifying that Naspers has been so successful in reinventing itself, evolving from a South
African media company to one of the world's leading global tech companies.

Discount
We acknowledge that the discount of Naspers to its underlying assets is a source of frustration for shareholders. 
The discount has multiple drivers and will require multiple solutions, operationally and structurally. 

We are proactively looking at opportunities for further value creation of our underlying busineses and have taken
several steps over the past year to further lock in value. We have bolstered the balance sheet through asset sales 
to fund future growth have taken further steps to remove dilution for our shareholders from our share schemes and 
settling minority put option liabilities with Naspers shares. We remain focused and disciplined in how we allocate 
capital and evaluating existing assets. We have increased transparency, disclosure and engagement with shareholders. 

Remuneration
On remuneration, we aim to be fair and responsible in our approach and align executive pay with shareholder value
creation. We pay to attract and retain the best global tech talent because it is vital for our long-term success - 
these are the people who create great customer experiences that ultimately lead to shareholder returns. We also pay 
for performance and value creation - with bigger rewards for the highest contributions. 

Since our last AGM, we have made a number of changes including:
- Changing the composition of the remuneration committee, strengthening its global orientation and technology
  exposure. 
- Improving our disclosure to show more clearly the connection between business strategy, operational results, pay
  design and pay outcomes. 
- Introducing clawbacks on both short-term and longer-term incentives for the CEO and all his executive direct
  reports, and implementing a shareholding requirement for the CEO. 
- We announced a few months back that we would go to the market to purchase Naspers shares to cover the settlement of
  employee longer-term incentives, so that shareholders would not experience dilution as a result of these programmes.

We note the improvement in voting in respect of the remuneration policy and the majority of the N shareholders voting
in favour of the implementation thereof. We have listened to and have incorporated a number of ideas on remuneration
from our shareholders in the past 12 months which further align our interests. These are steps on a longer journey 
and we will continue to engage with our shareholders on these matters as we acknowledge there is more we can do.

Looking forward
In FY19 we will use our strong balance sheet to accelerate the growth of our classifieds, online food delivery and
payments and fintech businesses globally, and to pursue other growth opportunities when they arise. The focus will be on
innovation, particularly in the area of machine learning, navigating macroeconomic headwinds and managing costs in mature
businesses. This will take our revenues from internet and ecommerce businesses from 80% to 100% in the next few years.

Good governance is essential to our long-term sustainability and we will continue to evaluate where governance can be
improved. We will also take active measures to address the discount.

On behalf of the board I would like to thank everyone helping to grow this exceptional business.

Koos Bekker

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 
24 August 2018 
Sponsor: Investec Bank Limited
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