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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, 25 August 2021 – Naspers Limited (Naspers) (JSE: NPN, LSE: NPSN) The
107th 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 the 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: 23 674 696
Number of ordinary shares that could have been voted at the meeting: 1 373 029 362**
Abbreviations: N ordinary shares (N Ord)
A ordinary shares (A Ord)
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 948,457,000 100.00% 283,827,702 99.99% 0.01% 0.21% 100.00% 0.00% 1,232,284,702 76.97% 23.03%
Confirmation and approval of payment of
2 948,457,000 100.00% 284,363,096 99.45% 0.55% 0.09% 99.87% 0.13% 1,232,820,096 76.93% 23.07%
dividends
Reappointment of PricewaterhouseCoopers Inc. as
3 948,457,000 100.00% 284,363,007 63.74% 36.26% 0.09% 91.64% 8.36% 1,232,820,007 76.93% 23.07%
auditor
To confirm the appointment of AGZ Kemna as a
4 948,457,000 100.00% 284,361,950 99.50% 0.50% 0.09% 99.88% 0.12% 1,232,818,950 76.93% 23.07%
non-executive director
5 To elect the following directors:
5.1 HJ Du Toit 948,457,000 100.00% 284,361,938 94.26% 5.74% 0.09% 98.68% 1.32% 1,232,818,938 76.93% 23.07%
5.2 CL Enenstein 948,457,000 100.00% 284,361,953 74.94% 25.06% 0.09% 94.22% 5.78% 1,232,818,953 76.93% 23.07%
5.3 FLN Letele 948,457,000 100.00% 284,185,607 93.18% 6.82% 0.13% 98.43% 1.57% 1,232,642,607 76.95% 23.05%
5.4 R Oliveira de lima 948,457,000 100.00% 284,361,953 93.71% 6.29% 0.09% 98.55% 1.45% 1,232,818,953 76.93% 23.07%
5.5 BJ van der Ross 948,457,000 100.00% 284,362,013 86.18% 13.82% 0.09% 96.81% 3.19% 1,232,819,013 76.93% 23.07%
6 Appointment of the following audit committee members:
6.1 M Girotra 948,457,000 100.00% 284,362,013 98.04% 1.96% 0.09% 99.55% 0.45% 1,232,819,013 76.93% 23.07%
6.2 AGZ Kemna 948,457,000 100.00% 284,362,013 99.28% 0.72% 0.09% 99.83% 0.17% 1,232,819,013 76.93% 23.07%
6.3 S J Z Pacak 948,457,000 100.00% 280,433,083 57.43% 42.57% 0.99% 90.28% 9.72% 1,228,890,083 77.18% 22.82%
7 To endorse the company’s remuneration policy 948,457,000 100.00% 284,362,469 34.43% 65.57% 0.09% 84.88% 15.12% 1,232,819,469 76.93% 23.07%
To endorse implementation of remuneration
8 948,457,000 100.00% 282,320,650 34.64% 65.36% 0.55% 85.01% 14.99% 1,230,777,650 77.06% 22.94%
policy
Approval of general authority placing unissued 828,465,000
9 100.00% 284,362,222 14.62% 85.38% 0.09% 78.18% 21.82% 1,112,827,222 74.45% 25.55%
shares under the control of the directors
10 Approval of general issue of shares for cash 948,457,000 100.00% 284,362,745 50.97% 49.03% 0.09% 88.69% 11.31% 1,232,819,745 76.93% 23.07%
Authorisation to implement all resolutions
11 948,457,000 100.00% 284,361,850 99.92% 0.08% 0.09% 99.98% 0.02% 1,232,818,850 76.93% 23.07%
adopted at the annual general meeting
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
Special resolutions
1 Board and committee remuneration for financial year ending 31 March 2023:
1.1 Board – chair 948,457,000 100.00% 284,361,987 96.73% 3.27% 0.09% 99.25% 0.75% 1,232,818,987 76.93% 23.07%
1.2 Board – member 948,457,000 100.00% 284,361,927 96.62% 3.38% 0.09% 99.22% 0.78% 1,232,818,927 76.93% 23.07%
1.3 Audit committee – chair 948,457,000 100.00% 284,361,877 99.26% 0.74% 0.09% 99.83% 0.17% 1,232,818,877 76.93% 23.07%
1.4 Audit committee – member 948,457,000 100.00% 284,361,877 99.67% 0.33% 0.09% 99.92% 0.08% 1,232,818,877 76.93% 23.07%
1.5 Risk committee – chair 948,457,000 100.00% 284,361,877 99.61% 0.39% 0.09% 99.91% 0.09% 1,232,818,877 76.93% 23.07%
1.6 Risk committee – member 948,457,000 100.00% 284,361,817 99.64% 0.36% 0.09% 99.92% 0.08% 1,232,818,817 76.93% 23.07%
Human resources and remuneration committee –
1.7 948,457,000 100.00% 284,361,877 98.02% 1.98% 0.09% 99.54% 0.46% 1,232,818,877 76.93% 23.07%
chair
Human resources and remuneration committee –
1.8 948,457,000 100.00% 284,361,817 98.02% 1.98% 0.09% 99.54% 0.46% 1,232,818,817 76.93% 23.07%
member
1.9 Nomination committee – chair 948,457,000 100.00% 284,361,892 98.05% 1.95% 0.09% 99.55% 0.45% 1,232,818,892 76.93% 23.07%
1.10 Nomination committee – member 948,457,000 100.00% 284,361,817 98.05% 1.95% 0.09% 99.55% 0.45% 1,232,818,817 76.93% 23.07%
1.11 Social and ethics committee – chair 948,457,000 100.00% 284,362,062 99.67% 0.33% 0.09% 99.92% 0.08% 1,232,819,062 76.93% 23.07%
1.12 Social and ethics committee – member 948,457,000 100.00% 284,362,002 99.67% 0.33% 0.09% 99.92% 0.08% 1,232,819,002 76.93% 23.07%
Trustees of group share schemes/other personnel
1.13 948,457,000 100.00% 284,361,925 99.51% 0.49% 0.09% 99.89% 0.11% 1,232,818,925 76.93% 23.07%
funds
Approve generally the provision of financial
2 948,457,000 100.00% 283,881,992 72.85% 27.15% 0.20% 93.75% 6.25% 1,232,338,992 76.96% 23.04%
assistance in terms of section 44
Approve generally the provision of financial
3 948,457,000 100.00% 283,881,992 97.92% 2.08% 0.20% 99.52% 0.48% 1,232,338,992 76.96% 23.04%
assistance in terms of section 45
General authority for the company or its
4 subsidiaries to acquire N ordinary shares in the
948,457,000 100.00% 284,267,767 92.84% 7.16% 0.11% 98.35% 1.65% 1,232,724,767 76.94% 23.06%
company
5 Granting the Specific Repurchase Authorisation 948,457,000 100.00% 284,267,669 79.24% 20.76% 0.11% 95.21% 4.79% 1,232,724,669 76.94% 23.06%
General authority for the company or its
6 subsidiaries to acquire A ordinary shares in the
948,457,000 100.00% 279,939,542 60.08% 39.92% 1.10% 90.90% 9.10% 1,228,396,542 77.21% 22.79%
company
* 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:
A year of solid performance and accelerated growth
We delivered strong revenue growth and increased profitability –solidifying foundations for
future growth and value creation for our stakeholders.
Our role in society
We recognise the role that technology can play in meeting the changing needs of people and
their communities across the world. Our strategy therefore continues to be focused on building
global consumer internet businesses that improve the daily lives of millions of people.
We focus on local entrepreneurs who stimulate social and economic progress in high-growth
markets. That means new jobs, skills and development, plus taxes for governments.
As a company with deep South African roots, we are well aware of the wider and sustained
impact of helping to improve people’s everyday lives. Which is why our social impact and
investment programmes continue to focus on backing and supporting tech founders with high-
growth potential and preparing young people with training and skills for a more digitally-
driven economy.
Digital platforms can have a positive impact on the environment, as they help replace physical
infrastructure and activities. For example: online learning and digital payment services.
Platforms where consumers can buy and sell second-hand goods empower people to minimise
their own environmental footprint.
At Naspers, we are playing our part in the urgent response to climate change.
This year we continued our increased focus on sustainability. Together with other
stakeholders, we identified areas where our business has the most impact and are taking
action in those areas. We also updated policies such as anti-money-laundering, in line with
our commitment to ensure high standards of corporate governance.
For a group like ours, operating across different types and sizes of businesses and in so many
geographies, applying a one-size-fits-all approach to sustainability governance is not
practical.
All of our majority owned companies share our focus on sustainability, and embed it into their
business in the relevant context.
We have built a diverse, collaborative, and dynamic culture across the group. It’s our people
doing the right things in the right way, day after day, that makes the difference.
Regulation
As the internet has a bigger impact on the economy and people, regulation will increase.
This is not unusual. When an industry is young and small, society generally regulates it
lightly. As it grows in economic and social impact, rules increase.
We are seeing increased regulation in most markets. Notable is the recent regulatory
developments in China which have also caused volatility in stock markets. This is part of a
global pattern.
It’s interesting how societies across the world mostly agree on what to regulate, like money
laundering. But sometimes they differ in what is regarded as important. For example, Europe
seems to place a higher value on privacy than the US. In China, recently, after-school-tutoring
was restructured. Chinese regulation will sometimes resemble that in the West, and
sometimes not. Each country will have its own trajectory, based on its values.
All over the world the internet industry will be regulated as it continues to evolve. We just
have to accept it, live with it, and play our role.
Share exchange offer
We appreciate your support for the share exchange transaction which was approved by a
clear majority of the free float at the Prosus level. At Naspers, the exchange of its shares for
Prosus shares was oversubscribed by a big margin. Approximately 46% of the new Prosus N
shares were settled into shareholders’ accounts on Euronext in Amsterdam, and 54% on the
JSE in South Africa. Prosus will now double in size on the Euronext, while Naspers will remain
the largest South Africa-domiciled company by market capitalisation.
That is a much better ratio across the two exchanges, given the relative size of each exchange.
An extraordinary year
Last year was an extraordinary year in which we tackled the pandemic head on and
accelerated growth. We achieved this by executing our strategy to remain focused on our
customers around the world and to create sustainable value for our many stakeholders.
For many years, we have anticipated how advances in technology can meet the changing
needs of people and their communities across the world. And our strategy continues to be
focused on building global businesses that improve the daily lives of millions of people.
Today, our impact is significant. The entrepreneurs and teams at the heart of our investments
and companies improve the daily lives of around 2 billion customers. We enable people to buy
and sell to each other online, easily order food that is delivered quickly to their homes. We
also enable participation in the digital economy and access to important financial services
otherwise unavailable to people. We enable customers to educate themselves without ever
visiting a classroom, and much more. We help to satisfy that most basic of human needs, the
ability for people to connect and interact with each other – vitally important during the
pandemic.
There are many examples from around the group of our positive impact on the world. In
South Africa for example, as part of our commitment to develop South Africa’s tech
ecosystem, we launched our R1.4 billion early-stage investment vehicle, Naspers Foundry
which backs tech companies with high growth potential. Naspers Foundry has made significant
investments in a short space of time, demonstrating the untapped potential of a burgeoning
tech sector in South Africa.
Strong performance
Our strategy has positioned us to benefit from the structural shift to online commerce in some
of the largest and fastest markets and segments globally. This shift to online was accelerated
by Covid. Our businesses have done well to capture the available opportunities and there is
still plenty of growth ahead. The strong financial performance underlines this point.
We are growing at a strong pace and often ahead of our peers. Growth accelerated
significantly in ecommerce which is growing meaningfully ahead of a fast growing Tencent.
We saw significant improvements in profitability. Our more established businesses have
reached some scale following several years of fast growth. Over 60% of ecommerce revenues
are profitable revenues. This is up from just 35% 5 years ago. Revenue growth for these
profitable businesses was 39%. This bodes well for future growth and profitability
improvement.
We have a strong balance sheet and remain active in debt markets. There are several
opportunities with potential to create significant value for our shareholders. We will continue
to approach M&A with the same rigour and discipline that has driven the strong returns to
date.
All these points combined helped to drive a significant appreciation in the value of our
ecommerce portfolio. The valuation has almost doubled in the past year to reach $39bn.
Ecommerce IRRs on the existing portfolio remain above 20%.
Group revenues grew 32% to US$29.5bn. Ecommerce grew faster than the average delivering
55% year-on-year growth. This is a 21% acceleration from the growth delivered for the year
ended 31 March 2020. Food delivery, etail and payments segments drove this significant
acceleration. Classifieds was most impacted by the pandemic but has recovered fast and
grew 36% in the second half of the year.
Group trading profit grew 45% to US$5.6bn and core headline earnings, our measure of after
tax operating performance, grew by 15% to US$ 3.5bn. In ecommerce trading losses reduced
by $384m or 49% to $439m. The Food delivery segment significantly improved profitability
off increased scale and PayU also improved its profitability. Our etail segment is now profitable
in the aggregate.
Off the back of strong profitability improvements free cash flows also improved by $383m to
an outflow of $4m.
We were very active on the M&A front investing some $7bn between April 2020 and May
2021. We raised $5.7bn in bonds last year at our lowest coupons ever. We followed this up
with a further $4bn in July of this year at even lower coupons.
Aligning remuneration to performance and value creation
This year, as ever, we continued to focus on attracting, motivating and retaining the best
people, to create sustainable shareholder value. And, of course, we did this while facing the
ongoing challenges of Covid-19. Our priorities here remained unchanged throughout:
preserve the health and wellbeing of our people and act responsibly for all our stakeholders.
Through the year, we tackled the pandemic head-on – responding rapidly in the first instance
and investing considerable resources and energy in ensuring our people, our customers and
communities stayed safe and supported.
As a global tech leader we never forget that our people are absolutely critical to the success
of Naspers. This is why we take a strategic approach to human resources and remuneration
in a world where we face stiff competition for digital talent. To attract and retain the best and
achieve our goals, we focus on pay for performance, encourage ownership and
entrepreneurialism in our teams around the world, and align management compensation with
the creation of shareholder value over time. We aim to promote superior performance; direct
employees’ energies to key business goals; achieve the most effective returns for employee
spend; and address diverse needs across differing cultures. At the same time we cultivate a
strong groupwide culture that empowers and encourages our people to excel.
We embed equality and consistency in our pay practices across the group as we continue to
build our diverse and inclusive workplaces. To this end, we ensure that our pay practices
around the world are fair, competitive and above minimum-wage standards.
Through the year we focused on a number of key areas. These included ensuring that the
group has a market-competitive remuneration policy, structure and tools to attract and retain
the world’s best talent. When making remuneration decisions we took the Covid-19 impact
into account by withholding FY21 pay increases for CEO and direct reports, adding Covid-19
malus clause to senior management’s STI and delaying LTI awards. We also considered
independent external advice on non-executive directors’ fees. We improved disclosure of
executive remuneration in the annual report setting STI targets, including ESG goals, that are
measurable, sufficiently stretched and linked to the group’s strategy. For executive directors,
we increased the weighting of PSUs in the LTI mix, ensuring an even closer alignment between
executive remuneration and shareholder outcomes.
Despite the initial uncertainty and significant operational challenges of the pandemic, we
exceeded our business plan and delivered financial performance ahead of the pre-Covid-19
budget. This performance is reflected in our remuneration decisions.
To continue maximising shareholder value by incentivising value creation at the core of our
businesses, longer-term incentive awards (LTIs) were made to our executives. More than
92% of the executive directors’ LTI is linked to long-term value creation in our core consumer
internet businesses, excluding Tencent. PSUs and share appreciation rights (SARs) only
reward for the increase of that underlying business value, which contributes to reducing the
discount to net asset value.
Looking ahead, we will continue to engage with shareholders on remuneration topics. We will
also continue to monitor market developments to ensure our remuneration structure allows
us to compete globally for talent, and that our offering is compelling, fair and responsible. In
addition, we will aim to achieve an appropriate mix of longer-term incentives, with explicit
and embedded performance conditions. We will do all this and more in the spirit of ensuring
our strategic approach to HR and remuneration continues to help us build on our success and
create greater value for all our stakeholders.
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.
Dividends
(All figures in South African cents unless stated otherwise)
Following shareholder approval at the meeting, after giving effect to the cross-holding
agreement, 661,63154 cents (2020: 580 cents) per listed N ordinary share and 132,32631
cents (2020: 116 cents) per unlisted A ordinary share be payable as dividends.
Dividends will be payable to shareholders recorded in the register on Friday 3 December 2021
and paid on Monday 6 December 2021.
The last date to trade cum dividend will be on Tuesday, 30 November 2021 (shares trade ex-
dividend from Wednesday 1 December 2021). Shares may not be dematerialised or
rematerialied between Wednesday, 1 December 2021, and Friday, 3 December 2021, both
dates inclusive.
The dividend will be declared from income reserves. It will be subject to the dividend tax rate
of 20%, yielding, to those shareholders not exempt from paying dividend tax, a net dividend
of 529,30523 cents per listed N ordinary share and 105,86105 cents per unlisted A ordinary
share. Dividend tax will be 132,3263 cents per listed N ordinary share and 26,46526 cents
per unlisted A ordinary share. The issued ordinary share capital at 25 August 2021 was 435
511 058 N ordinary shares and 961 193 A ordinary shares. The company’s income tax
reference number is 9550138714.
CAPE TOWN
25 August 2021
Sponsor: Investec Bank Limited
Enquiries
Investor Enquiries +1 347-210-4305
Eoin Ryan, Head of Investor Relations
Media Enquiries +27 78 802 6310
Shamiela Letsoalo, Media Relations Director SA
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 a 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. or
https://www.naspers.com/news for a copy of the announcement.
Disclaimer
This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any
jurisdiction.
The information contained in this announcement may contain forward-looking statements, estimates and projections.
Forward-looking statements involve all matters that are not historical and may be identified by the words “anticipate”,
”believe”, ”estimate”, ”expect”, ”intend”, ”may”, ”should”, ”will”, ”would” and similar expressions or their negatives,
but the absence of these words does not necessarily mean that a statement is not forward-looking. These statements
reflect Naspers’s intentions, beliefs or current expectations, involve elements of subjective judgement and analysis
and are based upon the best judgement of Naspers as of the date of this announcement, but could prove to be
wrong. These statements are subject to change without notice and are based on a number of assumptions and entail
known and unknown risks and uncertainties. Therefore, you should not rely on these forward-looking statements as
a prediction of actual results.
Any forward-looking statements are made only as of the date of this announcement and neither Naspers nor any
other person gives any undertaking, or is under any obligation, to update these forward-looking statements for
events or circumstances that occur subsequent to the date of this announcement or to update or keep current any
of the information contained herein, any changes in assumptions or changes in factors affecting these statements
and this announcement is not a representation by Naspers or any other person that they will do so, except to the
extent required by law.
Date: 25-08-2021 05:50:00
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