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Withdrawal of Notice of 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"
WITHDRAWAL OF NOTICE OF GENERAL MEETING
Naspers N shareholders and A shareholders (Shareholders) are referred to the announcement on
Wednesday 29 May 2019 regarding the Company’s intention to form a new global consumer internet
group, comprising the Naspers Group’s international internet assets (Proposed Transaction).
These assets will be held by the company we refer to as NewCo (formally Myriad International
Holdings N.V.), an existing subsidiary of Naspers incorporated in accordance with Dutch laws. The
N ordinary shares in NewCo are proposed to be admitted to listing and trading on Euronext
Amsterdam and, as a secondary inward listing, on the Main Board of the JSE Limited (JSE).
The announcement also advised Shareholders of the posting of a circular to Shareholders (Circular),
which included a notice to Shareholders convening a general meeting of Shareholders on Friday 28
June 2019 (General Meeting) to consider, and if deemed fit, to approve the resolution required to
implement the Proposed Transaction.
It has come to the attention of the Company that an administrative error by an external service
provider has resulted in certain of the copies of the Circular delivered to Shareholders being
incorrectly labelled. The service provider concerned has advised the Company that the error
occurred in pairing the names and addresses of some Shareholders for purposes of printing labels
on the envelopes in which the physical copies of the Circular were delivered to certain Shareholders.
This meant that some Circulars were sent to the correct addresses of the affected Shareholders, but
that incorrect names appeared on these envelopes (i.e. the name and address did not match). This
could in some cases lead to confusion.
So as to allow our Shareholders equal opportunity to fully consider the Circular and resolution, the
board has decided to withdraw the notice of the General Meeting and consequently cancel the
General Meeting to which the notice related. The new general meeting of Shareholders to consider,
and if deemed fit, approve the resolution required will now be held on the same date as the
Company's annual general meeting, scheduled for Friday 23 August 2019.
Shareholders are accordingly advised that all voting instructions, proxy forms and election forms
already submitted to brokers, central securities depositary participants or the Company in respect of
the General Meeting or elections in terms of the Circular, will be of no force or effect and will be
disregarded. New forms will be provided in due course when a new notice of general meeting is
issued.
The Company will keep Shareholders updated in relation to the revised timetable for implementation
of the Proposed Transaction. Subject to the valid adoption of the resolution required, the Company
expects the Proposed Transaction to be implemented in September 2019.
The board remains fully supportive of the Proposed Transaction and the potential benefits that could
be realised by forming and listing a new, global consumer internet group on Euronext Amsterdam,
with a secondary, inward listing on the JSE.
We apologise for inconvenience caused to Shareholders who have already responded.
Cape Town
21 June 2019
Sponsor
Investec Bank Limited
For more information contact:
Shamiela Letsoalo, Media Relations Director
Tel: +27 11 289 3750
Mobile: +27 78 802 6310
Email: shamiela.letsoalo@naspers.com
Eoin Ryan, Head of Investor Relations
Tel: +1 347-210-4305
Email: eoin.ryan@naspers.com
About Naspers
Naspers is a global consumer internet group and one of the largest technology investors in the world.
Operating and investing in countries and markets across the world with long-term growth potential,
Naspers builds leading companies that empower people and enrich communities. The group
operates and partners a number of leading internet businesses across the Americas, Africa, Central
and Eastern Europe, and Asia in sectors including online classifieds, food delivery, payments, travel,
education, health, and social and internet platforms.
Every day, millions of people use the products and services of companies that Naspers has invested
in, acquired or built, including Avito, Brainly, BYJU’S, Codecademy, eMAG, Honor, ibibo, iFood,
letgo, Media24, Movile, OLX, PayU, SimilarWeb, Swiggy, Takealot, and Udemy. Similarly, hundreds
of millions of people have made the platforms of its associates a part of their daily lives: Tencent
(www.tencent.com; SEHK 00700), Mail.ru (www.corp.mail.ru; LSE: MAIL), and DeliveryHero
(www.deliveryhero.com; Xetra: DHER)
Today, Naspers companies and associates help improve the lives of around a fifth of the world’s
population. Naspers actively searches for new opportunities to partner exceptional entrepreneurs
who are using technology to address big societal needs.
Naspers has a primary listing on the Johannesburg Stock Exchange (NPN.SJ) and a secondary
listing on the A2X Exchange (NPN.AJ) in South Africa, and has an ADR listing on the London Stock
Exchange (LSE: NPSN). For more information, please visit www.naspers.com
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