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Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
(“Naspers” or “the Company”)
RESULTS OF ANNUAL GENERAL MEETING
Cape Town, 24 August 2023 – Naspers Limited (Naspers) (JSE: NPN, LSE: NPSN) The
109th annual general meeting (AGM) of the shareholders of Naspers 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 AGM, including all the
resolutions required to implement the proposed transaction to remove the cross-holding
structure between Naspers and Prosus N.V. (Prosus) that was announced on Tuesday, 27
June 2023 (the Proposed Transaction). Further information regarding the
implementation of the Proposed Transaction will be provided to shareholders in the
announcement to be released by the Company in due course.
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: 31 273 041
Number of ordinary shares that could have been voted at the meeting: 405 199 210 **
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
PART A – TRADITIONAL AGM RESOLUTIONS
Ordinary resolutions
Confirmation and approval of payment of 948 457 000 100,00% 360 153 707 99,99% 0,01% 0,05% 100,00% 0,00% 1 308 610 707 72,48% 27,52%
1
dividends
2 Re-appointment of independent external auditors 948 457 000 100,00% 360 133 985 99,26% 0,74% 0,06% 99,80% 0,20% 1 308 590 985 72,48% 27,52%
3 To re-elect the following directors:
3.1 Hendrik du Toit 948 457 000 100,00% 360 148 069 96,55% 3,45% 0,05% 99,05% 0,95% 1 308 605 069 72,48% 27,52%
3.2 Rachel Jafta 948 457 000 100,00% 360 147 583 89,89% 10,11% 0,05% 97,22% 2,78% 1 308 604 583 72,48% 27,52%
3.3 Roberto Oliveira de Lima 948 457 000 100,00% 359 919 925 94,88% 5,12% 0,11% 98,59% 1,41% 1 308 376 925 72,49% 27,51%
3.4 Mark Sorour 948 457 000 100,00% 360 151 624 96,42% 3,58% 0,05% 99,01% 0,99% 1 308 608 624 72,48% 27,52%
3.5 Ying Xu 948 457 000 100,00% 360 152 434 99,88% 0,12% 0,05% 99,97% 0,03% 1 308 609 434 72,48% 27,52%
4 Appointment and re-election of the following audit committee members:
4.1 Sharmistha Dubey 948 457 000 100,00% 360 152 099 99,84% 0,16% 0,05% 99,96% 0,04% 1 308 609 099 72,48% 27,52%
4.1 Manisha Girotra 948 457 000 100,00% 360 152 099 95,93% 4,07% 0,05% 98,88% 1,12% 1 308 609 099 72,48% 27,52%
4.2 Angelien Kemna 948 457 000 100,00% 360 149 730 99,89% 0,11% 0,05% 99,97% 0,03% 1 308 606 730 72,48% 27,52%
4.3 Steve Pacak 948 457 000 100,00% 359 893 607 81,12% 18,88% 0,11% 94,81% 5,19% 1 308 350 607 72,49% 27,51%
948 457 000 100,00% 142 338 139 23,00% 77,00% 0,11% 89,95% 10,05% 1 090 795 139 86,95% 13,05%
5 To endorse the Company’s remuneration policy
To endorse the Company's remuneration 948 457 000 100,00% 142 337 049 20,60% 79,40% 0,11% 89,64% 10,36% 1 090 794 049 86,95% 13,05%
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implementation report
Approval of general authority placing unissued 768 469 000 100,00% 142 341 861 6,46% 93,54% 0,11% 85,38% 14,62% 910 810 861 84,37% 15,63%
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shares under the control of the directors
948 457 000 100,00% 142 344 589 49,85% 50,15% 0,11% 93,46% 6,54% 1 090 801 589 86,95% 13,05%
8 Approval of general issue of shares for cash
Authorisation to implement all resolutions 948 457 000 100,00% 360 132 961 100,00% 0,00% 0,06% 100,00% 0,00% 1 308 589 961 72,48% 27,52%
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adopted at the AGM
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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
Special resolutions
1 Board and committee remuneration for financial year ending 31 March 2025:
1.1 Board – chair 948 457 000 100,00% 360 140 621 99,58% 0,42% 0,06% 99,89% 0,11% 1 308 597 621 72,48% 27,52%
948 457 000 100,00% 360 139 099 96,35% 3,65% 0,06% 98,99% 1,01% 1 308 596 099 72,48% 27,52%
1.2 Board – member
1.3 Audit committee – chair 948 457 000 100,00% 360 140 621 99,57% 0,43% 0,06% 99,88% 0,12% 1 308 597 621 72,48% 27,52%
1.4 Audit committee – member 948 457 000 100,00% 360 140 621 99,57% 0,43% 0,06% 99,88% 0,12% 1 308 597 621 72,48% 27,52%
1.5 Risk committee – chair 948 457 000 100,00% 360 140 626 99,58% 0,42% 0,06% 99,88% 0,12% 1 308 597 626 72,48% 27,52%
1.6 Risk committee – member 948 457 000 100,00% 360 140 626 99,56% 0,44% 0,06% 99,88% 0,12% 1 308 597 626 72,48% 27,52%
Human resources and remuneration committee – 948 457 000 100,00% 360 140 621 99,56% 0,44% 0,06% 99,88% 0,12% 1 308 597 621 72,48% 27,52%
1.7
chair
Human resources and remuneration committee – 948 457 000 100,00% 360 140 412 99,58% 0,42% 0,06% 99,88% 0,12% 1 308 597 412 72,48% 27,52%
1.8
member
1.9 Nomination committee – chair 948 457 000 100,00% 360 140 412 99,58% 0,42% 0,06% 99,88% 0,12% 1 308 597 412 72,48% 27,52%
1.10 Nomination committee – member 948 457 000 100,00% 360 140 412 99,58% 0,42% 0,06% 99,88% 0,12% 1 308 597 412 72,48% 27,52%
1.11 Social and ethics committee – chair 948 457 000 100,00% 360 140 492 99,57% 0,43% 0,06% 99,88% 0,12% 1 308 597 492 72,48% 27,52%
1.12 Social and ethics committee – member 948 457 000 100,00% 360 140 367 96,90% 3,10% 0,06% 99,15% 0,85% 1 308 597 367 72,48% 27,52%
Trustees of group share schemes/other personnel 948 457 000 100,00% 359 758 325 99,41% 0,59% 0,14% 99,84% 0,16% 1 308 215 325 72,50% 27,50%
1.13
funds
Approve generally the provision of financial 948 457 000 100,00% 358 815 201 86,38% 13,62% 0,13% 96,26% 3,74% 1 307 272 201 72,55% 27,45%
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assistance in terms of section 44
Approve generally the provision of financial 948 457 000 100,00% 360 149 583 99,32% 0,68% 0,05% 99,81% 0,19% 1 308 606 583 72,48% 27,52%
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assistance in terms of section 45
General authority for the Company or its 948 457 000 100,00% 142 592 226 93,51% 6,49% 0,06% 99,15% 0,85% 1 091 049 226 86,93% 13,07%
4 subsidiaries to acquire N ordinary shares in the
Company
948 457 000 100,00% 142 333 323 64,02% 35,98% 0,11% 95,30% 4,70% 1 090 790 323 86,95% 13,05%
5 Granting the specific repurchase authorisation
General authority for the Company or its 948 457 000 100,00% 138 716 645 53,26% 46,74% 0,95% 94,04% 5,96% 1 087 173 645 87,24% 12,76%
6 subsidiaries to acquire A ordinary shares in the
Company
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PART B – RESOLUTIONS FOR REMOVAL OF THE CROSS-HOLDING STRUCTURE
Special resolutions
Approval of the Naspers Share Conversion of - 0,00% 360 132 258 99,88% 0,12% 0,06% 99,88% 0,12% 360 132 258 0,00% 100,00%
1 Naspers N Ordinary Shares with a par value to
Naspers N Ordinary Shares without par value****
Approval of the Naspers Share Conversion of 948 457 000 100,00% - 0,00% 0,00% 0,00% 100,00% 0,00% 948 457 000 100,00% 0,00%
2 Naspers A Ordinary Shares with a par value to
Naspers A Ordinary Shares without par value
3 Further approval of the Share Conversion 948 457 000 100,00% 360 133 683 99,93% 0,07% 0,06% 99,98% 0,02% 1 308 590 683 72,48% 27,52%
948 457 000 100,00% 360 133 876 99,82% 0,18% 0,06% 99,95% 0,05% 1 308 590 876 72,48% 27,52%
4 Approval of the Naspers Share Increase
Approval of the A Share Terms Amendment 948 457 000 100,00% - 0,00% 0,00% 0,00% 100,00% 0,00% 948 457 000 100,00% 0,00%
5
resolutions
6 Approval of the Naspers Capitalisation Issue 948 457 000 100,00% 360 133 538 99,88% 0,12% 0,06% 99,97% 0,03% 1 308 590 538 72,48% 27,52%
Approval of the Naspers Share Consolidation of 948 457 000 100,00% 360 133 544 99,92% 0,08% 0,06% 99,98% 0,02% 1 308 590 544 72,48% 27,52%
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Authorised and Issued Share Capital
Approval of the amendments to the 948 457 000 100,00% 360 132 938 99,92% 0,08% 0,06% 99,98% 0,02% 1 308 589 938 72,48% 27,52%
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Memorandum of Incorporation
Ordinary resolution
1 Authority granted to directors 948 457 000 100,00% 360 133 624 99,98% 0,02% 0,06% 99,99% 0,01% 1 308 590 624 72,48% 27,52%
* Abstentions are represented as a percentage of total exercisable votes.
** Naspers A ordinary shares have one thousand votes per share.
***No abstentions
****This resolution was approved by more than the majority (50% plus one vote) of the voting rights exercised on the resolution by the holders of Naspers N Ordinary Shares present and voting at the Annual General Meeting.
The votes attaching to the Naspers N Ordinary Shares that constitute “treasury shares” under the JSE Listings Requirements (including the Naspers N Ordinary Shares held by Prosus) were not taken into account in determining
whether the aforementioned threshold was met.
4
Summary of statements from the AGM:
A different, digital world
Naspers continues to play an important role in delivering the benefits, safety and convenience of
technological advances to some 2 billion customers in an increasingly digital world. At the same time,
we are focused on being a sustainable business, one that again proved its resilience in the face of global
uncertainties and geopolitical tensions.
Discount to net asset value
In the past year, the group made real progress on the challenge of the discount to net asset value at
which Prosus and Naspers shares trade. Since mid-2022, the repurchase programme has reduced this
discount by 19% at a Prosus level and 21% at a Naspers level. By June 2023, this had unlocked around
US$31bn. As a next step, removal of the cross-holding structure between the companies has been put
to shareholders for removal. If approved by Naspers shareholders, this will greatly simplify the group
structure, and enable Naspers to continue its repurchase programme. The goal for both companies is to
create sustainable value for shareholders. The repurchase programme is being funded by the orderly,
on-market sale of a portion of our Tencent shares. The group holds around 26% of Tencent, reflecting
a high degree of confidence in the future of Tencent, one of the truly great tech businesses globally.
Delivering our strategy
Essentially, the group’s strategy is to build valuable businesses that solve everyday problems for
customers. It does this globally by backing innovative local entrepreneurs, but deploying a disciplined
approach to capital allocation. We typically grow our capital commitments progressively as we learn and
scale, intrinsically linked to future returns.
In the past year, the group made good progress on this strategy. The Ecommerce portfolio maintained
its top-line momentum. The exit of OLX Autos is significantly improving the profitability profile of the
Classifieds businesses, and the group reduced the cost base materially at the corporate level and in the
segments. These actions keep the group on track for the stated ambition of consolidated profitability for
the Ecommerce businesses during the first half of FY25.
Today, Naspers has a significant positive impact on the daily lives of billions of customers in over 100
countries. Our entrepreneurs and their teams enable people to buy and sell online securely, easily order
food and groceries that are delivered quickly to their homes. Our platforms enable participation in the
digital economy and access to important and previously unavailable financial services. We help people
educate themselves without visiting a classroom. We help to satisfy a basic human need, the ability to
connect and interact with others. And our Ventures team continually looks for the next generation of
entrepreneurs and business models that will shape the way the world lives in future.
A year of progress
FY23 was another difficult period, with ongoing geopolitical and macroeconomic uncertainty. Amid that
uncertainty, we leveraged the group’s strong financial footing and stayed focused on building long-term
sustainable value in local marketplaces across our main segments. After years of investment and growth,
these segments have scaled meaningfully, creating clear paths to profitability for each.
Group revenues were US$33bn, driven by 20% growth in the consolidated Ecommerce segment.
Importantly, Core Classifieds and Food Delivery are profitable, and core Payments and Fintech is almost
at breakeven. Core headline earnings, the group’s measure of after-tax operating performance, were
down 48%to US$1.1bn, primarily due to lower contributions from associates, notably Tencent.
The group ended the year with a strong and liquid balance sheet reflecting over US$16bn in gross cash.
We remain disciplined in our capital allocation, as investments now face a higher bar. We will continue
to drive profitability, build scale and take action to manage expenses and free cash flow, even as we
invest for growth. The businesses are focused on accelerating their paths to aggregate profitability
while continuing to invest in highconviction growth areas. We drove efficiencies and cut back aggressively
on costs, including at a corporate level.
Our role in society
One of our three strategic priorities is to be a force for good for our stakeholders. Around the world,
sustainability underpins our growth and strategy.
At the same time, there is growing interest from shareholders, regulators and other stakeholders in how
seriously we honour our responsibilities as a global technology group. While we have a strong heritage
of acting responsibly, much of this good work has been implicit. In such an uncertain, changing world,
we now need to be more explicit about how we are achieving our goal of being a positive force for the
lives we touch.
Technology is creating solutions pressing issues like climate action and social inclusion. Through our
portfolio of mainly digital platforms, we are supporting the transition to a lower-carbon and more
inclusive economy by providing alternatives to traditional brick-and-mortar businesses, alternative that
reach more users in broader segments. In addition, our Ventures arm is increasing its focus on
sustainable investment themes, such as agriculture and health technology. We are already invested in
several agtech companies applying sustainable digital solutions by using soil biology analytics and
artificial intelligence tools to determine the most sustainable solutions for crops, while addressing specific
climate and social-inclusion challenges. These priorities align with our support for circular-economy
innovations to mitigate and reduce environmental footprints.
Although global standards guiding the private sector on environmental, social and governance or ESG
disclosure are still evolving, we are committed to climate action and transparency on our sustainability
agenda. At corporate level, we set an ambitious target to reduce our scope 1 and scope 2 emissions to
net zero within this financial year. More importantly, we developed science-based targets that shape our
absolute reduction pathway for corporate emissions (scope 1, 2 and 3) as well as multiyear engagement
with our portfolio companies to put their businesses on a net-zero pathway.
Aligning remuneration to performance and value creation
Our group operates in highly competitive, fast-changing markets, many characterised by the shortage
of key skills. Our remuneration structures therefore focus on attracting, motivating and retaining the
best people to create sustainable shareholder value.
As a global tech leader, our people are critical to our success. The need to cut costs during the year to
remain competitive included reducing our workforce – a decision not taken lightly. But we were guided
by our strategic approach to human resources and remuneration that better enables us to compete for
the digital talent at the heart of our businesses. Across the group, we focus on fair and equitable pay,
encourage ownership and entrepreneurship in all our teams, and strive to align management
compensation with creating shareholder value over time. Our remuneration principles are simple: pay
for performance; align with desired shareholder outcomes, achieve the business plan, remain consistent,
and attract and retain talent.
Importantly, we continue to engage with shareholders on remunerations topics. This feedback is
constructive in continually improving the transparency of both our reward structures and disclosure.
As approved by shareholders at the FY22 AGM, in the current year we introduced a short-term incentive
for the CEO and CFO focused on reducing the discount to NAV. Although there was a material
improvement in the discount by year end, as noted, an important criteria was that the reduction be
sustainable. So, while the objective was achieved, the special incentive will be held in reserve until 31
March 2024. The committee has not awarded a similar incentive for FY24.
We continue to focus on improving our disclosure on executive remuneration, in line with shareholder
feedback and our bid for greater transparency. In addition to disclosing STI goals and achievements for
FY23, we now disclose related targets retrospectively.
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Distributions to shareholders
(All figures in South African cents unless stated otherwise)
Following shareholder approval at the meeting, after giving effect to the removal of the cross-holding
structure, the full dividend that Naspers will be receiving from Prosus will be paid through to free float N
ordinary shareholders and A ordinary shareholders as the cross-holding agreement will no longer apply.
Due to the repurchase of Naspers N ordinary shares, the exact dividend per share can only be determined
closer to the dividend payment date and will accordingly be announced on the dividend finalisation date
on 29 November 2023.
It is anticipated that dividends will be payable to shareholders recorded in the register on Friday, 8
December 2023 and paid on Monday, 11 December 2023.
The last date to trade cum dividend will be on Tuesday, 5 December 2023 (shares trade ex- dividend
from Wednesday 6 December 2023). Shares may not be dematerialised or rematerialied between
Wednesday, 6 December 2023, and Friday, 8 December 2023, both dates inclusive.
Looking forward with confidence
Our purpose is unchanged – we aim to improve everyday life for people around the world by building
leading companies that use technology to meet societal needs in better ways. At the heart of our purpose
is our commitment to being a responsible business that has a sustainable, positive impact on the world
and operates under high standards of corporate governance.
CAPE TOWN
24 August 2023
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 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. These include
Takealot, Mr D Food, Superbalist, Autotrader, Property24 and PayU, in addition to Media24, South Africa’s leading print and digital media business.
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 a level 1
American Depository Receipt (ADR) programme which trades on an over-the-counter basis in the US.
For more information, please visit www.naspers.com.
Naspers Labs
In 2019, Naspers Labs, a youth development programme designed to transform and launch South Africa’s unemployed youth into economic activity, was launched.
Naspers Labs focuses on digital skills and training, enabling young people to pursue tech careers.
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
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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.
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