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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, 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
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