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Results of Annual General Meeting
PROSUS N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
ISIN: NL0013654783
Euronext Amsterdam and JSE Share code: PRX
(Prosus or the company)
RESULTS OF ANNUAL GENERAL MEETING
Amsterdam, 21 August 2025 – Prosus N.V. (Prosus) (AEX and JSE: PRX) The annual general meeting
(AGM) of the shareholders of Prosus was held yesterday.
Shareholders are advised that all resolutions set out in the notice of the AGM were passed by the requisite
majority of shareholders represented at the AGM and adopted.
We note that the issued share capital of Prosus at the record date was as follows:
Nominal Number of
Issued Authorised
Class of share value votes
share capital share capital
per share per share
Ordinary Share N EUR0.05 1 2,487,280,090 5,000,000,000
(N shares)
Ordinary Share A1 EUR0.05 1 6,446,739 10,000,000
(A shares)
Ordinary Share B EUR0.05 1 2,869,537,584 3,000,000,000
(B shares)
108,332,254 ordinary shares N were held in treasury by the Company as at the record date. Therefore,
the number of ordinary shares that could have been voted at the meeting: 5,254,932,159. The total
number of ordinary shares represented at the meeting was: 4,723,032,358 which is 89.88% of the
total issued share capital.
Details of voting results:
NO. AGENDA ITEM VOTES % VOTES % VOTES VOTES % of
FOR AGAINST ABSTAIN TOTAL ISSUED
SHARE
CAPITAL
VOTED
2 To approve the directors' remuneration report 4 124 976 241 87,34 597 841 089 12,66 214 701 4 723 032 031 89,88%
3 To adopt the annual accounts for the financial year ending
31 March 2025 4 721 731 768 99,98 872 075 0,02 427 971 4 723 031 814 89,88%
4 To make a distribution in relation to the financial year
ending 31 March 2025 4 713 554 064 99,80 9 228 822 0,20 249 145 4 723 032 031 89,88%
5 To discharge the executive directors from liability 4 589 937 714 97,30 127 248 323 2,70 5 845 994 4 723 032 031 89,88%
6 To discharge the non-executive directors from liability 4 581 491 895 97,05 139 050 537 2,95 2 489 599 4 723 032 031 89,88%
7 To adopt the remuneration policy of the executive and
non-executive directors 4 032 145 266 85,38 690 675 075 14,62 211 690 4 723 032 031 89,88%
8 To approve the remuneration of the non-executive
directors 4 697 243 672 99,46 25 546 131 0,54 242 228 4 723 032 031 89,88%
9 To appoint Phuthi Mahaneyele-Dabengwa as an executive
director of Prosus 4 675 712 772 99,04 45 118 254 0,96 2 201 005 4 723 032 031 89,88%
10 To appoint Nico Marais as an executive director of Prosus 4 686 194 722 99,27 34 636 078 0,73 2 201 231 4 723 032 031 89,88%
11 To reappoint the following non-executive directors:
11.1 Koos Bekker 4 315 202 354 91,74 388 560 573 8,26 19 269 104 4 723 032 031 89,88%
11.2 Sharmistha Dubey 4 711 369 418 99,76 11 417 797 0,24 244 816 4 723 032 031 89,88%
11.3 Debra Meyer 4 659 344 782 98,66 63 501 030 1,34 186 219 4 723 032 031 89,88%
11.4 Steve Pacak 4 363 486 875 93,02 327 641 637 6,98 31 903 519 4 723 032 031 89,88%
12 To reappoint Deloitte Accountants B.V. as the auditor
charged with the auditing of the annual accounts for the
years ending 31 March 2026 and 31 March 2027 4 718 424 415 99,91 4 367 481 0,09 240 135 4 723 032 031 89,88%
13 To appoint Deloitte Accountants B.V. as the auditor
charged with the auditing of the sustainability statements
for the year ending 31 March 2027 4 721 798 246 99,98 990 385 0,02 243 400 4 723 032 031 89,88%
14 To designate the board of directors as the Company body
authorised to issue shares 4 620 948 269 97,87 100 549 402 2,13 1 534 360 4 723 032 031 89,88%
15 To authorise the board of directors to resolve that the
Company acquires shares in its own capital 4 402 577 205 93,23 319 875 931 6,77 578 895 4 723 032 031 89,88%
16 To reduce the share capital by cancelling own shares 4 705 922 446 99,64 16 871 235 0,36 238 350 4 723 032 031 89,88%
Summary of statements from the annual general meeting:
Unlocking an AI-first world
We believe this time of fast change offers opportunities to invest in transformative businesses,
particularly in AI or artificial intelligence. Our goal is to build the #1 lifestyle ecommerce ecosystems in
Latin America, Europe and India, unlocking an AI-first world for our two billion consumers.
Given the speed at which our daily lives are becoming more digital, we have focused our considerable
technological capabilities on AI and digital transformation through innovation. Equally important, we
have integrated ethical AI frameworks to ensure our technologies are safe, transparent and equitable.
Throughout our group, we are not negotiable on adhering to accepted standards of ethical practice in
deploying technology.
Our commitment to innovation is evident in our strategic investments in high-potential areas, and our
ongoing work to use AI in improving operational efficiencies and customer experiences.
Discount to net asset value
In the past year, we made further progress on reducing the discount to net asset value at which Prosus
and Naspers shares trade. We have created additional value for shareholders by continuing our open-
ended share-repurchase programme, funded by small sales of Tencent shares. Since its inception in mid-
2022, this has increased net asset value per share by 11%, reduced the free-float share count by over
27% and generated US$35bn of value for shareholders.
Importantly, this buyback programme increases our per-share exposure to Tencent. Given our
confidence in Tencent's future, we are committed to remaining a large shareholder.
Reshaping our strategy
We have reshaped our strategy to focus on exceptional performance in our ecosystems, concentrated in
regions with the greatest growth potential, primarily Latin America, India and Europe. A core element of
this strategy is leading in innovation to ensure that our ecosystems anticipate change.
Innovation is at the core of our future. Across the group, expert teams are working independently and
collaboratively to innovate – transforming ideas into functional benefits for our customers and the
companies in our portfolio. At Prosus level, we are already proving the benefits of integrated technologies
and optimal use of our databases as we develop large commerce models that will underpin our
ecosystems.
In the review period, we made good progress on our strategy, supported by disciplined execution and
management. With active portfolio management across multiple fronts, our FY25 results demonstrate
real progress in building sustainable operations.
A year of progress
The 2025 financial year was a turning point for our group as we outpaced our peers in revenue growth.
Group revenue grew 13% to US$6.2 billion, driven by strong performances in Classifieds and Food
Delivery. Consolidated revenue growth for our Ecommerce segment was 21% in local currency
excluding M&A, 2x faster than our peer group.
We continued to look for long-term growth opportunities, with external investment of US$7.8bn for the
year – mostly for the acquisitions of Despegar in the Latin America ecosystem and Just Eat Takeaway
in the Europe ecosystem. While this is above the US$6.3bn peak in 2022, we maintained discipline in a
challenging investment landscape.
Our balance sheet remains strong and liquid, with net cash of US$2.6bn. We remain fully committed to
our investment-grade rating.
Our role in society
As a global technology group, we are creating solutions for some of the world's most-pressing needs.
We are committed to discovering and scaling digital services and technologies that help address shared
global challenges through our diverse portfolio. Equally, we believe large technology companies like
Prosus have a responsibility to ensure a positive impact in the communities where they operate and to
support the transition to a green and inclusive economy.
Prosus is inherently a sustainable company – environmentally, our digital platforms are asset-light and
low-carbon; socially, the reputation of each platform is tied to ensuring a lasting and positive impact
across its value chain; and all our businesses are guided by the stringent governance standards set at
group level.
As a result, we are well-positioned to respond to the global demand from shareholders and other
stakeholders for more substance and transparency on how companies embed sustainability into their
business practices. At the same time, regulatory sustainability reporting requirements are increasing
significantly, particularly in Europe and India. These present additional compliance challenges, but we
are proactively preparing to comply with these requirements as detailed in our annual report.
We are harnessing the power of technology to create solutions for challenges like climate action and
social inclusion. For example, our grocery-delivery and etail platforms combine convenience with a lower
carbon footprint. Our best-in-class food-delivery businesses are creating livelihoods in countries with
high youth unemployment. At the same time, they are focused on curbing the environmental impact of
delivery services through sustainable packaging initiatives and zero-emission vehicles. Our digital
financial services reach people in remote regions, often providing access to finance for the first time.
Aligning remuneration to performance and value creation
Naspers operates in highly competitive, fast-changing markets, many characterised by the shortage of
key skills. Our remuneration principles are simple: pay for performance; align with desired shareholder
outcomes; achieve the business plan; and be consistent. Our remuneration structures therefore focus
on attracting, motivating and retaining the best people to create sustainable shareholder value.
We continued to amend our remuneration structure to better align with our strategic goals and
shareholder interests. Some of these changes reflect feedback from our shareholders and the investment
community during our annual remuneration roadshow. We have done our best to incorporate these
recommendations, as noted in our detailed response in the annual report. As one example, for FY26, we
again included a discount-related goal in the CEO and chief financial officer's (CFO) short-term incentive
objectives
The remuneration packages for our CEO, Fabricio Bloisi, new CFO, Nico Marais, and new executive
director, Phuthi Mahanyele-Dabengwa, were detailed in our annual report.
Distributions to shareholders
Shareholders approved the distribution to holders of ordinary shares N of 20 euro cents per share.
Shareholders holding their ordinary shares N in South Africa via Strate will then receive a gross
distribution of 412.4360 Rand cents per ordinary share N. Holders of ordinary shares B and ordinary
shares A1 will receive an amount per share equal to their economic entitlement as set out in the
articles of association.
Dividends and capital repayments are declared and paid in euros. The above amounts are based on an
EUR/ZAR exchange rate of 20.6218 cents per share as at 20 August 2025. Further details regarding
the distribution will be published at a later date.
Looking forward with confidence
Our purpose is unchanged – we aim to improve everyday life for people around the world by building
leading companies that use technology to meet societal needs in better ways. Our focus on being a
responsible business that has a sustainable, positive impact on the world and operates under high
standards of corporate governance will continue to guide our work.
We are excited about the opportunities ahead. We aim to keep growing fast, create competitive
advantage through innovation, and increase our profitability. This will create long-term value for our
shareholders.
Amsterdam, the Netherlands
21 August 2025
JSE sponsor to Prosus:
Investec Bank Limited
Euronext listing agent
ING Bank N.V.
Euronext paying agent
ING Bank N.V.
Enquiries
Investor Enquiries +1 347-210-4305
Eoin Ryan, Head of Investor Relations
Media Enquiries +31 6 15494359
Charlie Pemberton, Communications Director
About Prosus
Prosus is a global consumer internet group and one of the largest technology investors in the world. Each month, over two billion customers across the globe use
the products and services of companies that Prosus has invested in, acquired or built. Prosus builds leading consumer internet companies that empower people and
enrich communities. The group is focused on online classifieds, food delivery, payments and fintech. The team actively backs exceptional entrepreneurs using
technology to improve people's everyday lives.
Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary listings on the Johannesburg Stock Exchange (XJSE:PRX) and A2X Markets (PRX.AJ).
Prosus is majority-owned by Naspers.
For more information, please visit www.prosus.com.
Disclaimer
This document contains information that qualifies as inside information within the meaning of Article 7(1) of the Market Abuse Regulation.
This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.
The information contained in this announcement may contain forward-looking statements, estimates and projections. Forward-looking statements involve all
matters that are not historical and may be identified by the words "anticipate", "believe", "estimate", "expect", "intend", "may", "should", "will", "would" and
similar expressions or their negatives, but the absence of these words does not necessarily mean that a statement is not forward-looking. These statements reflect
Prosus's intentions, beliefs or current expectations, involve elements of subjective judgement and analysis and are based upon the best judgement of Prosus as of
the date of this announcement, but could prove to be wrong. These statements are subject to change without notice and are based on a number of assumptions
and entail known and unknown risks and uncertainties. Therefore, you should not rely on these forward-looking statements as a prediction of actual results.
Any forward-looking statements are made only as of the date of this announcement and neither Prosus nor any other person gives any undertaking, or is under
any obligation, to update these forward-looking statements for events or circumstances that occur subsequent to the date of this announcement or to update or
keep current any of the information contained herein, any changes in assumptions or changes in factors affecting these statements and this announcement is not
a representation by Prosus or any other person that they will do so, except to the extent required by law.
Date: 21-08-2025 10:30:00
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