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Results of Annual 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 6315122092
(“Naspers” or “the company”)
RESULTS OF ANNUAL GENERAL MEETING
Cape Town, 21 August 2020 – Naspers Limited (Naspers) (JSE: NPN, LSE: NPSN) The 106th
annual general meeting (AGM) of Naspers Limited was held through electronic
communication today.
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: 435 511 058
Total issued number of A ordinary shares: 961 193**
Treasury shares: 7,480,286
Number of ordinary shares that could have been voted at the meeting: 1 396 704 058**
Abbreviations: N ordinary shares (N Ord)
A ordinary shares (A Ord)
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Details of voting results:
A shares N shares Total A and N ord shares voted at Total
the meeting
No. of votes voted A ord For % No. of votes voted N For % Against % Abstain % as a total of For % Against % No. of votes A ord shares N ord
shares at the meeting ord shares at the the N ord share capital voted N and A % shares %
meeting ord shares at
the meeting
Ordinary resolutions
1 Acceptance of annual financial statements
948,457,000 100.0% 344,230,103 99.99% 0.01% 0.32% 100.00% 0.00% 1292687103 73.37% 26.63%
2 Confirmation and approval of payment of
dividends
948,457,000 100.0% 345,359,576 99.79% 0.21% 0.06% 99.94% 0.06% 1293816576 73.31% 26.69%
3 Reappointment of PricewaterhouseCoopers Inc.
as auditor
948,457,000 100.0% 345,352,353 71.22% 28.78% 0.06% 92.32% 7.68% 1293809353 73.31% 26.69%
4.1 To confirm the appointment of the following
persons as non-executive directors: Mrs M Girotra
948,457,000 100.0% 345,358,639 99.10% 0.90% 0.06% 99.76% 0.24% 1293815639 73.31% 26.69%
4.2 Ms Y Xu
948,457,000 100.0% 345,358,639 99.90% 0.10% 0.06% 99.97% 0.03% 1293815639 73.31% 26.69%
5.1 To elect the following directors: Mr D G Eriksson
948,457,000 100.0% 345,358,639 97.53% 2.47% 0.06% 99.34% 0.66% 1293815639 73.31% 26.69%
5.2 Mr M R Sorour
948,457,000 100.0% 345,085,404 97.97% 2.03% 0.13% 99.46% 0.54% 1293542404 73.32% 26.68%
5.3 Mrs E M Choi
948,457,000 100.0% 345,358,639 94.00% 6.00% 0.06% 98.40% 1.60% 1293815639 73.31% 26.69%
5.4 Prof R C C Jafta
948,457,000 100.0% 345,352,572 72.31% 27.69% 0.06% 92.61% 7.39% 1293809572 73.31% 26.69%
6.1 Appointment of the following audit committee
members: Mr D G Eriksson
948,457,000 100.0% 345,358,483 96.79% 3.21% 0.06% 99.14% 0.86% 1293815483 73.31% 26.69%
6.2 Prof R C C Jafta
948,457,000 100.0% 345,325,991 66.67% 33.33% 0.07% 91.10% 8.90% 1293782991 73.31% 26.69%
6.3 Mrs M Girotra
948,457,000 100.0% 345,358,089 99.34% 0.66% 0.06% 99.82% 0.18% 1293815089 73.31% 26.69%
6.3 Mr S J Z Pacak
948,457,000 100.0% 340,492,392 59.19% 40.81% 1.18% 89.22% 10.78% 1288949392 73.58% 26.42%
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A shares N shares Total A and N ord shares voted at Total
the meeting
No. of votes voted A ord For % No. of votes voted N For % Against % Abstain % as a total of For % Against % No. of votes A ord shares N ord
shares at the meeting ord shares at the the N ord share capital voted N and A % shares %
meeting ord shares at
the meeting
7 To endorse the company’s remuneration policy
948,457,000 100.0% 342,749,907 38.41% 61.59% 0.66% 83.65% 16.35% 1291206907 73.46% 26.54%
8 To approve the implementation of the
remuneration policy as set out in the
948,457,000 100.0% 344,508,923 36.74% 63.26% 0.26% 83.15% 16.85% 1292965923 73.36% 26.64%
remuneration report
9 To approve amendments to the trust deed
constituting the Naspers Restricted Stock Plan
948,457,000 100.0% 345,042,923 98.28% 1.72% 0.13% 99.54% 0.46% 1293499923 73.32% 26.68%
Trust and the share scheme
10 To approve amendments to the consolidated deed
constituting the MIH Services FZ LLC Share Trust
and the share scheme envisaged by such trust
948,457,000 100.0% 345,039,223 99.16% 0.84% 0.14% 99.77% 0.23% 1293496223 73.33% 26.67%
deed
11 To approve amendments to the consolidated deed
constituting the MIH Holdings Share Trust and the
948,457,000 100.0% 345,039,223 99.45% 0.55% 0.14% 99.85% 0.15% 1293496223 73.33% 26.67%
share scheme envisaged by such trust deed
12 To approve amendments to the consolidated deed
constituting the Naspers Share Incentive Trust and
948,457,000 100.0% 345,039,364 99.54% 0.46% 0.14% 99.88% 0.12% 1293496364 73.33% 26.67%
the share scheme envisaged by such trust deed
13 Approval of general authority placing unissued
shares under the control of the directors
768,469,000 100.0% 345,329,277 11.89% 88.11% 0.07% 72.68% 27.32% 1113798277 69.00% 31.00%
14 Approval of issue of shares for cash
948,457,000 100.0% 345,351,029 49.51% 50.49% 0.06% 86.52% 13.48% 1293808029 73.31% 26.69%
15 Authorisation to implement all resolutions
adopted at the annual general meeting
948,457,000 100.0% 345,358,393 99.03% 0.97% 0.06% 99.74% 0.26% 1293815393 73.31% 26.69%
Special resolutions
1.1 Approval of remuneration of non-executive
directors - proposed 31 March 2020: Board – chair
948,457,000 100.0% 345,352,818 99.68% 0.32% 0.06% 99.92% 0.08% 1293809818 73.31% 26.69%
1.2 Board – member
948,457,000 100.0% 345,334,473 99.65% 0.35% 0.07% 99.91% 0.09% 1293791473 73.31% 26.69%
1.3 Audit committee – chair
948,457,000 100.0% 345,352,816 99.46% 0.54% 0.06% 99.86% 0.14% 1293809816 73.31% 26.69%
1.4 Audit committee – member
948,457,000 100.0% 345,352,816 99.66% 0.34% 0.06% 99.91% 0.09% 1293809816 73.31% 26.69%
1.5 Risk committee – chair
948,457,000 100.0% 345,352,816 99.69% 0.31% 0.06% 99.92% 0.08% 1293809816 73.31% 26.69%
1.6 Risk committee – member
948,457,000 100.0% 345,352,816 99.70% 0.30% 0.06% 99.92% 0.08% 1293809816 73.31% 26.69%
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A shares N shares Total A and N ord shares voted at Total
the meeting
No. of votes voted A ord For % No. of votes voted N For % Against % Abstain % as a total of For % Against % No. of votes A ord shares N ord
shares at the meeting ord shares at the the N ord share capital voted N and A % shares %
meeting ord shares at
the meeting
1.7 Human resources and remuneration committee –
chair
948,457,000 100.0% 345,352,838 99.69% 0.31% 0.06% 99.92% 0.08% 1293809838 73.31% 26.69%
1.8 Human resources and remuneration committee –
member
948,457,000 100.0% 345,352,818 99.70% 0.30% 0.06% 99.92% 0.08% 1293809818 73.31% 26.69%
1.9 Nomination committee – chair
948,457,000 100.0% 345,352,818 99.69% 0.31% 0.06% 99.92% 0.08% 1293809818 73.31% 26.69%
1.10 Nomination committee – member
948,457,000 100.0% 345,356,518 99.70% 0.30% 0.06% 99.92% 0.08% 1293813518 73.31% 26.69%
1.11 Social and ethics committee – chair
948,457,000 100.0% 345,356,516 99.69% 0.31% 0.06% 99.92% 0.08% 1293813516 73.31% 26.69%
1.12 Social and ethics committee – member
948,457,000 100.0% 345,356,516 99.70% 0.30% 0.06% 99.92% 0.08% 1293813516 73.31% 26.69%
1.13 Trustees of group share schemes/other personnel
funds
948,457,000 100.0% 345,356,509 99.68% 0.32% 0.06% 99.91% 0.09% 1293813509 73.31% 26.69%
2 Approve generally the provision of financial
assistance in terms of section 44 of the Act
948,457,000 100.0% 344,820,227 96.67% 3.33% 0.19% 99.11% 0.89% 1293277227 73.34% 26.66%
3 Approve generally the provision of financial
assistance in terms of section 45 of the Act
948,457,000 100.0% 345,357,761 98.55% 1.45% 0.06% 99.61% 0.39% 1293814761 73.31% 26.69%
4 General authority for the company or its
subsidiaries to acquire N ordinary shares in the
948,457,000 100.0% 345,156,910 95.57% 4.43% 0.11% 98.82% 1.18% 1293613910 73.32% 26.68%
company
5 General authority for the company or its
subsidiaries to acquire A ordinary shares in the
948,457,000 100.0% 345,261,070 72.21% 27.79% 0.08% 92.58% 7.42% 1293718070 73.31% 26.69%
company
6 Granting the Specific Repurchase Authority
948,457,000 100.0% 342,121,506 51.70% 48.30% 0.81% 87.20% 12.80% 1290578506 73.49% 26.51%
* Abstentions are represented as a percentage of total exercisable votes.
** Naspers A ordinary shares have one thousand votes per share.
***No abstentions
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Summary of statements from the annual general meeting:
A transformational year
This was a truly transformational year: the successful listing of Prosus sets the company on a path to
generating even more value for our stakeholders in the future.
Clear focus and direction
For many years now, we have concentrated on creating value by improving people’s lives around the
world. At heart, we are entrepreneurs who want to make a positive impact. We do this through a
combination of being focused and disciplined, remaining open to opportunity and change, and always
looking to grow and create long-term sustainable value in a responsible way.
We continue to transform our group - investing in new and existing businesses and creating
innovative technology-enabled products and services. As ever, we focus on backing entrepreneurs,
technology and business concepts that meet fundamental human needs. This is at the core of how
we create sustainable value for all our stakeholders.
In our highly dynamic, fast changing, high-growth world, we never lose sight of our commitment to
good governance. We aim to conduct the group’s business with integrity, applying appropriate
corporate governance policies and principles. We are building on our commitment to sustainability
and we continually evaluate where to improve governance.
Strong performance
Naspers ended the year in a position of strength, with accelerating revenue in our e-commerce
portfolio, improved profitability and a substantial net cash position which provides us with ample
liquidity. This is an enviable position during normal times - but it is truly differentiating in today’s
climate. As the world continues to confront the global Covid-19 crisis, some core trends directly
related to our business are accelerating and solidifying. The data that we see shows that consumers
are consistently increasing their online activity and spending. We believe that this change is
structural, so as a 100% online business, we expect Prosus to emerge from the crisis even stronger.
Revenue grew 23% year on year, with e-commerce growing 32% to US$4.7 billion, a 6% acceleration
on last year. Profitability improved by (13%)17% even as we significantly stepped up our investment
in Food Delivery. Profitability was mainly driven by Classifieds and Payments & Fintech, which
remained profitable at the core. We are investing further to expand our ecosystem and routes in
both these segments. Excluding the increased investments in Food Delivery, and Payments and
Fintech as well as acquisitions and disposals, ecommerce trading losses reduced by 24% or US$76m in
local currency.
Taking each of our core segments in turn: Classifieds grew revenues 48%(37%) year on year and
trading profit US$44 million despite the step up in the investment to build out our transaction
business, which is growing fast – up 282%(164%) year on year. Our Food Delivery business is scaling
driven by strong demand and order growth. We have also seen signs of improved efficiency and
customer acquisition. Revenue increased 99%(105%) to US$751 million. Trading losses increased to
US$624 million reflecting continued investment in growth. Turning to Payments & Fintech, PayU grew
revenue 19% (21%) year on year. In India, revenue grew even faster at 29%(31%) year over year.
India continues to be a key focus for Ventures - the underlying market drivers represent significant
potential. In the last financial year, we invested in Meesho and ElasticRun, and in the previous year
we invested in BYJU’S. So far, we have invested about US$855 million in our Ventures portfolio. Our
edtech investments, for example in BYJU’s and Brainly, are by a significant margin the largest in the
Ventures portfolio. Covid-19 is accelerating the demand and impact of edtech and this creates an
opportunity for us.
We had another good year with Tencent. The company continued to grow strongly. Our share of
Tencent revenue and trading profit grew 21% and 22% respectively.
Committed to our strategy
We remain firmly committed to our strategy – it is a real differentiator. We are active participants in
our investments and we have become increasingly close to our partners during the crisis, to ensure
we support them. Being both an operator and investor helps us to prioritise and share best practises
at a very concrete level. We always take a long-term view and our focus remains on building
sustainable leadership positions across our core segments. This is key to attaining profitability on a
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sustainable basis. Through the year, we invested US$1.3 billion in Food Delivery, Classifieds,
Payments & Fintech, and Ventures. We continue to be highly disciplined in our capital allocation.
During the year we considered over 5,000 potential deals and executed on 54. (We have also walked
away from high profile transactions where it was the right thing to do.)
Commitment to South Africa
Following the Prosus listing, Naspers is still the largest South African company on the JSE. We are one
of the foremost investors in the South African technology sector, with the country’s leading etailer
and its leading print and digital media business. Through Naspers Foundry we aim to invest R1.4bn in
the next generation of outstanding South African tech start-ups in the coming years. And Naspers
Labs is pioneering an innovative hyper-local programme to tackle youth unemployment.
We also continue to contribute significantly in terms of tax: in total, Naspers group paid R13.2bn in
taxes in South Africa during the year. In April 2020 we donated R1.5bn in emergency aid to the
government’s response to the Covid-19 crisis. This comprised R500m to the Solidarity Response Fund
announced by President Cyril Ramaphosa, and R1bn of personal protective equipment and other
medical supplies, which we sourced in China, in partnership with the Chinese government and
Tencent, to support South Africa’s health workers. This included the logistics to fly the equipment to
South Africa and, in conjunction with the South African government, the distribution to medical
facilities across the country.
Aligning remuneration to performance and value creation
We aim to attract, motivate and retain the best people to create sustainable shareholder value. Our
people are at the heart of our success. We operate in a highly competitive global market for the
digital talent we need. To attract and retain the best and achieve our goals, we focus on pay for
performance, encourage ownership and an entrepreneurial spirit in our teams around the world, and
align management compensation with the creation of shareholder value over time.
As a strategic investor and operator we focus on long-term value creation by building leading
technology companies that improve people’s daily lives in high-growth markets. As a global consumer
internet group, we are one of the largest technology investors in the world. Our business moves fast
as technology trends and consumer adoption change, and we seek to run businesses that have broad
potential, can address big societal needs and can attain market leadership over time.
Our executives continue to be compensated based on both Naspers and Prosus performance.
This year, 60% of the longer-term incentive awards (LTIs) to senior executives will be made in
performance share units (PSUs), which will vest after three years only if key performance metrics are
met. PSUs, as part of our remuneration toolkit, including share options (SOs) and share appreciation
rights (SARs), create a truly balanced mix of LTIs with value-based performance hurdles that will help
drive the right longer-term outcomes for stakeholders.
Below the executive level, we are using restricted share units (RSUs) more broadly across the
organisation, to better align our compensation practices with our peers and increase opportunity for
employees to own shares in the company. RSUs will be complemented with SAR allocations on our
unlisted assets, to further align incentives to performance delivery and value creation.
Societal fairness is very important to us, particularly as we operate in developing economies where
socioeconomic disparity can be large. We take our responsibilities in that respect seriously and
ensure that our pay practices around the world are fair and competitive. And pay is an important
aspect, but not the only consideration. In general, our people join us because of the opportunity to
do meaningful work where they have the opportunity to make a difference, to learn and grow.
We will continue to engage closely with our stakeholders – listening and responding to feedback and
above all, focusing on strongly aligning our remuneration to Naspers’s strategy and performance.
Looking forward with confidence
Our core objectives are unchanged and strong market dynamics underpin our structural growth. We
are clear about where we are heading in the interests of our shareholders and all our stakeholders.
So, the fundamentals are strong and we have real momentum.
CAPE TOWN
21 August 2020
Sponsor: Investec Bank Limited
For more information contact:
Shamiela Letsoalo, Media Relations Director Eoin Ryan, Head of Investor Relations
SA Tel: +1 347-210-4305
Tel: +27 11 289 3750 Email: eoin.ryan@naspers.com
Mobile: +27 78 802 6310
Email: shamiela.letsoalo@naspers.com
1.
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.
About Naspers
Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the largest technology investors
in the world. Through Prosus, the group operates and invests globally in markets with long-term growth potential, building leading consumer
internet companies that empower people and enrich communities. Prosus has its primary listing on Euronext Amsterdam and a secondary
listing on the Johannesburg Stock Exchange and Naspers is the majority owner of Prosus.
In South Africa, Naspers is one of the foremost investors in the technology sector and is committed to building its internet and ecommerce
companies in the country. These include Takealot, Mr D Food, Superbalist, OLX, Autotrader, Property24 and PayU, in addition to Media24, South
Africa’s leading print and digital media business.
Naspers is also focused on stimulating South Africa’s local tech sector through Naspers Foundry. This is a R1.4 billion investment targeting
early stage technology companies in South Africa that seek to address big societal needs. To help address youth unemployment in impoverished
communities, in 2019, Naspers launched Naspers Labs, a social impact programme for young, unemployed South Africans aged between 17 and
25. Located in low income, urban settings, Naspers Labs provide a structured development journey enabling young people to enter the economy.
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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Date: 21-08-2020 05:50:00
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