To view the PDF file, sign up for a MySharenet subscription.

NASPERS LIMITED - Results of Annual General Meeting

Release Date: 23/08/2019 16:00
Code(s): NPN     PDF:  
 
Wrap Text
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, 23 August 2019 – Naspers Limited (Naspers) (JSE: NPN, LSE: NPSN) The 105th annual general meeting (AGM) of Naspers Limited was held today 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: 6 455 824
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 shares                     N shares                                         Total A and N ord         Total
                                                                                                                     shares voted at
                                                                                                                       the meeting
                                      No. of votes      For %      No. of votes        For %   Against   Abstain      For %    Against     No. of votes     A ord       N ord
                                      voted A ord                  voted N ord                      %     % as a                    %    voted N and A     shares    shares %
                                     shares at the                shares at the                          total of                         ord shares at        %
                                          meeting                      meeting                             the N                           the meeting
                                                                                                             ord
                                                                                                           share
                                                                                                          capital
       Ordinary resolutions
1      Acceptance of annual           895 359 000     100,00%      353 323 731    100,00%       0,00%     0,37%     100,00%     0,00%     1 248 682 731    71,70%      28,30%
       financial statements
2      Confirmation and                895 359 000     100,00%      354 785 215     99,90%       0,10%     0,06%     99,97%      0,03%     1 250 144 215    71,62%      28,38%
       approval of payment of
       dividends
3      Reappointment of               895 359 000     100,00%      351 924 850     73,37%      26,63%     0,06%     92,49%      7,51%     1 247 283 850    71,78%      28,22%
       PricewaterhouseCoopers
       Inc. as auditor
4      To confirm the                 895 359 000     100,00%      354 641 017     95,98%       4,02%     0,10%     98,86%      1,14%     1 250 000 017    71,63%      28,37%
       appointment of
       Mr F L N Letele as a
       non-executive director
5.1    To elect the following         895 359 000     100,00%      354 584 712     91,98%       8,02%     0,11%     97,72%      2,28%     1 249 943 712    71,63%      28,37%
                                                                                                                                                                             
                                   A shares                  N shares                                     Total A and N ord       Total
                                                                                                           shares voted at
                                                                                                             the meeting
                                   No. of votes     For %    No. of votes    For %   Against   Abstain      For %   Against     No. of votes    A ord      N ord
                                   voted A ord               voted N ord                  %     % as a                   %    voted N and A    shares   shares %
                                  shares at the             shares at the                      total of                        ord shares at       %
                                       meeting                   meeting                         the N                          the meeting
                                                                                                   ord
                                                                                                 share
                                                                                                capital
      directors:
      Mr J P Bekker
5.2   Mr S J Z Pacak               895 359 000    100,00%    354 522 642    97,58%    2,42%     0,10%     99,31%     0,69%    1 249 881 642    71,64%    28,36%
5.3   Mr J D T Stofberg            895 359 000    100,00%    351 885 217    97,71%    2,29%     0,10%     99,35%     0,65%    1 247 244 217    71,79%    28,21%
5.4   Mr B J van der Ross          895 359 000    100,00%    353 871 541    74,63%   25,37%     0,27%     92,81%     7,19%    1 249 230 541    71,67%    28,33%
5.5   Prof D Meyer                 895 359 000    100,00%    354 784 428    96,99%    3,01%     0,06%     99,15%     0,85%    1 250 143 428    71,62%    28,38%
6.1   Appointment of the           895 359 000    100,00%    353 922 127    98,35%    1,65%     0,06%     99,53%     0,47%    1 249 281 127    71,67%    28,33%
      following audit committee
      members:
      Mr D G Eriksson
6.2   Mr B J van der Ross          895 359 000    100,00%    351 329 390    73,26%   26,74%     0,85%     92,46%     7,54%    1 246 688 390    71,82%    28,18%
6.3   Prof R C C Jafta             895 359 000    100,00%    348 623 425    73,21%   26,79%     0,84%     92,49%     7,51%    1 243 982 425    71,98%    28,02%
7     To endorse the               895 359 000    100,00%    354 778 179    41,33%   58,67%     0,07%     83,35%    16,65%    1 250 137 179    71,62%    28,38%
      company’s remuneration
      policy
8     To approve the               895 359 000    100,00%    354 783 732    38,74%   61,26%     0,06%     82,62%    17,38%    1 250 142 732    71,62%    28,38%
      implementation of the
      remuneration policy as
      set out in the
      remuneration report
9     Approval of general          725 494 000    100,00%    351 208 582    30,90%   69,10%     0,25%     77,46%    22,54%    1 076 702 582    67,38%    32,62%
      authority placing
      unissued shares under
      the control of the
      directors
10    Approval of issue of         895 359 000    100,00%    354 777 995    54,03%   45,97%     0,07%     86,96%    13,04%    1 250 136 995    71,62%    28,38%
      shares for cash
11    Approval of amendments       895 359 000    100,00%    354 625 324    80,47%   19,53%     0,07%     94,46%     5,54%    1 249 984 324    71,63%    28,37%
      to the Naspers
      Restricted Stock Plan
      Trust
12    Authorisation to             895 359 000    100,00%    354 782 102    99,71%    0,29%     0,06%     99,92%     0,08%    1 250 141 102    71,62%    28,38%
      implement all resolutions
      adopted at the annual
      general meeting
      Special resolutions

                                                                                                                                                              
                                   A shares                  N shares                                     Total A and N ord       Total
                                                                                                           shares voted at
                                                                                                             the meeting
                                   No. of votes     For %    No. of votes    For %   Against   Abstain      For %   Against     No. of votes    A ord      N ord
                                   voted A ord               voted N ord                  %     % as a                   %    voted N and A    shares   shares %
                                  shares at the             shares at the                      total of                        ord shares at       %
                                       meeting                   meeting                          the N                         the meeting
                                                                                                    ord
                                                                                                 share
                                                                                                capital
       Approval of remuneration    895 359 000    100,00%    354 736 548    97,37%    2,63%      0,06%    99,26%     0,74%    1 250 095 548    71,62%    28,38%
       of non-executive
       directors - proposed 31
       March 2020: Board –
       chair
1.2    Board – member              895 359 000    100,00%    354 706 021    97,82%    2,18%     0,06%     99,38%     0,62%    1 250 065 021    71,62%    28,38%
1.3    Audit committee – chair     895 359 000    100,00%    354 782 411    97,73%    2,27%     0,06%     99,36%     0,64%    1 250 141 411    71,62%    28,38%
1.4    Audit committee –           895 359 000    100,00%    354 412 484    98,05%    1,95%     0,06%     99,45%     0,55%    1 249 771 484    71,64%    28,36%
       member
1.5    Risk committee – chair      895 359 000    100,00%    354 782 131    98,06%    1,94%     0,06%     99,45%     0,55%    1 250 141 131    71,62%    28,38%
1.6    Risk committee –            895 359 000    100,00%    354 782 411    98,21%    1,79%     0,06%     99,49%     0,51%    1 250 141 411    71,62%    28,38%
       member
1.7    Human resources and         895 359 000    100,00%    354 782 411    98,33%    1,67%     0,06%     99,53%     0,47%    1 250 141 411    71,62%    28,38%
       remuneration committee
       – chair
1.8    Human resources and         895 359 000    100,00%    354 782 411    98,21%    1,79%     0,06%     99,49%     0,51%    1 250 141 411    71,62%    28,38%
       remuneration committee
       – member
1.9    Nomination committee –      895 359 000    100,00%    354 782 402    98,06%    1,94%     0,06%     99,45%     0,55%    1 250 141 402    71,62%    28,38%
       chair
1.10   Nomination committee –                     100,00%    354 781 751    98,21%    1,79%     0,06%     99,49%     0,51%    1 250 140 751    71,62%    28,38%
       member                      895 359 000
1.11   Social and ethics                          100,00%    354 778 911    98,06%    1,94%     0,06%     99,45%     0,55%    1 250 137 911    71,62%    28,38%
       committee – chair           895 359 000
1.12    Social and ethics                         100,00%    354 782 040    98,21%    1,79%     0,06%     99,49%     0,51%    1 250 141 040    71,62%    28,38%
       committee – member          895 359 000
1.13   Trustees of group share                    100,00%    354 782 801    97,96%    2,04%     0,06%     99,42%     0,58%    1 250 141 801    71,62%    28,38%
       schemes/other personnel     895 359 000
       funds
2      Approve generally the       895 359 000    100,00%    354 499 726    96,98%    3,02%     0,13%     99,14%     0,86%    1 249 858 726    71,64%    28,36%
       provision of financial
       assistance in terms of
       section 44 of the Act
3      Approve generally the       895 359 000    100,00%    354 499 246    99,02%    0,98%     0,13%     99,72%     0,28%    1 249 858 246    71,64%    28,36%
       provision of financial
       assistance in terms of

                                                                                                                                                              
                                      A shares                        N shares                                          Total A and N ord          Total
                                                                                                                         shares voted at
                                                                                                                           the meeting
                                      No. of votes         For %     No. of votes       For %    Against     Abstain      For %     Against      No. of votes     A ord        N ord
                                      voted A ord                    voted N ord                      %       % as a                     %     voted N and A     shares     shares %
                                     shares at the                  shares at the                            total of                           ord shares at        %
                                          meeting                        meeting                               the N                             the meeting
                                                                                                                 ord
                                                                                                               share
                                                                                                              capital
       section 45 of the Act
4      General authority for the       895 359 000      100,00%       354 484 131     96,42%       3,58%      0,11%      98,98%      1,02%     1 249 843 131     71,64%       28,36%
       company or its
       subsidiaries to acquire N
       ordinary shares in the
       company
5      General authority for the       895 359 000      100,00%       339 942 694     56,57%      43,43%      3,45%      88,05%     11,95%     1 235 301 694     72,48%       27,52%
       company or its
       subsidiaries to acquire A
       ordinary shares in the
       company
6      Granting the Specific           895 359 000      100,00%       354 568 261     76,98%      23,02%      0,11%      93,47%      6,53%     1 249 927 261     71,63%       28,37%
       Repurchase Authority

* Abstentions are represented as a percentage of total exercisable votes.
** Naspers A ordinary shares have one thousand votes per share.
***No abstentions

Summary of statements from the annual general meeting:
Our strategy to create long-term shareholder value has not changed over time, despite a year of lively growth in the evolution of Naspers. In 2019, we completed our transition to a
global consumer internet company by listing and unbundling our video-entertainment unit, MultiChoice Group, into a standalone African entertainment powerhouse. In the process,
we unlocked around US$4bn in value for Naspers shareholders. Importantly in a South African context, MultiChoice Group shareholders include participants in Phuthuma Nathi who
benefited meaningfully from this transaction. We will also list our international internet assets as Prosus on Euronext Amsterdam with a secondary, inward listing on the JSE Limited.
These structural steps are closely tied to our strategy of pursuing growth by building leading companies that empower people and enrich communities by addressing big societal
needs. Globally, we operate in many markets around th world and support the development of local economies by investing in local entrepreneurs and their teams, encouraging
innovation and paying taxes locally – all of which create real value.

Naspers is now one of the world’s top-10 internet companies by market capitalisation, with around a fifth of the people on the planet using our products and services to improve their
daily lives. We have laid a solid foundation to take our growth and success to the next level.

Looking at our key segments, our classifieds business was profitable in aggregate for the year while PayU’s payments service provider business became operationally profitable. We
stepped up investment in online food-delivery services, a high-growth segment for the group. We believe this is one of the largest consumer internet opportunities in the world.

We have improved how we disclose information, and increased engagement with our stakeholders. Matters raised at the AGM and through various engagements are taken
seriously. This is evident in the progress summarised below.
                                                                                                                                                                                   
Discount
We acknowledge that investors are concerned about a discount of the Naspers share price to its sum-of-the-parts valuation. This discount has many drivers, common to most
composite companies, and only some are within our control. Factors where we have limited control include our size on the JSE, plus political issues driving foreign direct investment
flows into and out of South Africa. Listing and unbundling MultiChoice Group and listing our international internet assets on Euronext Amsterdam are actions designed to reduce the
discount over time.

We have also bolstered the balance sheet through asset sales to fund future growth. We remain focused and disciplined in how we allocate capital and evaluate existing assets.

Remuneration
We aim to pay for performance, align executive pay with shareholder outcomes, ensure our remuneration practices allow us to be competitive, and implement a fair, responsible and
consistent approach to pay.

Refinements in our 2019 remuneration report provide an even clearer view of this philosophy, and how it is implemented via the link between our business strategy, performance
and pay outcomes.

We continue to navigate the global shortage of digital skills, which means the best engineers and entrepreneurs can choose where to work and live. To succeed, we focus on
attracting, developing and retaining the best people in a diverse and inclusive workplace. Our employment policies aim to achieve that.

Over the last two years, we have refined our remuneration policy, 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. For short-term incentives, we
        have provided more information on performance goals and the level of achievement. For longer-term incentives, we disclosed the valuation process and governance of
        share appreciation rights, with core index-linked values.
•        Introducing clawbacks on both short-term and longer-term incentives for the CEO and all his executive direct reports. Plus a shareholding requirement for the CEO.
•        Purchasing Naspers shares on the market to cover our obligations for employees’ long-term incentives to avoid dilution for shareholders.

In the current financial year, we plan to introduce a third longer-term incentive element for executives, namely performance share units (PSUs). For a participant to receive a share,
the performance condition must be met at the end of the three-year vesting period. If not, no shares are received. The performance condition for the 2019 grant relates to the three-
year compound annual growth rate on the ecommerce share appreciation rights scheme against an appropriate equity index. This scheme excludes Tencent.

Many of the refinements to our remuneration approach have been the result of shareholder feedback. We appreciate this dialogue with shareholders and while, practically, we
cannot action every suggestion, thematically the feedback has given us direction to address concerns.

Looking forward
We will continue to drive profitability in our established ecommerce segments, accelerate investment to scale food delivery and selectively invest in new opportunities. We will also
continue to invest in technology and product, particularly machine-learning capabilities.

Our plan to list our international internet assets on Euronext Amsterdam in September creates a new opportunity for international technology investors to access our unique portfolio.

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.


                                                                                                                                                                                       
CAPE TOWN
23 August 2019



For more information contact:

 Shamiela Letsoalo, Media Relations Director SA              Eoin Ryan, Head of Investor Relations
 Mobile: +27 78 802 6310                                     Tel:    +1 347-210-4305
 Email:   shamiela.letsoalo@naspers.com                      Email:  eoin.ryan@naspers.com


 Sarah Ryan, Media Relations Director International
 Mobile: +31 629 721038
 Email: sarah.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 Central and Eastern Europe, Africa, the Americas and Asia in sectors including online classifieds, payments and fintech, food delivery, 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), MakeMyTrip Limited1 (www.makemytrip.com; NASDAQ:MMYT) 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



Sponsor
Investec Bank Limited




                                                                                                                                                                                  

Date: 23/08/2019 04:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Email this JSE Sens Item to a Friend.

Share This Story