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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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