Try our mobile app
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 AND PROSUS DIVIDEND PAYMENT
Cape Town, 25 August 2022 – Naspers Limited (Naspers) (JSE: NPN) The 108th 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: 224 863 836
Number of ordinary shares that could have been voted at the meeting: 436 472 251**
Abbreviations: N ordinary shares (N Ord)
A ordinary shares (A Ord)
1
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 948 584 000 100,00% 387 496 927 99,99% 0,01% 0,12% 100,00% 0,00% 1 336 114 429 71,00% 29,00%
Confirmation and approval of payment of
2 948 584 000 100,00% 387 760 821 100,00% 0,00% 0,06% 100,00% 0,00% 1 336 347 677 70,98% 29,02%
dividends
Reappointment of PricewaterhouseCoopers Inc. as
3 948 584 000 100,00% 373 745 229 96,38% 3,62% 0,06% 98,95% 1,05% 1 336 347 436 70,98% 29,02%
auditor
4 Appointment of Deloitte as auditor 948 584 000 100,00% 385 091 180 99,31% 0,69% 0,06% 99,80% 0,20% 1 336 346 985 70,98% 29,02%
To confirm the appointment of S Dubey as a non-
5 948 584 000 100,00% 387 675 768 99,98% 0,02% 0,06% 99,99% 0,01% 1 336 346 154 70,98% 29,02%
executive director
6 To re-elect the following directors:
6.1 D Meyer 948 584 000 100,00% 361 283 652 93,17% 6,83% 0,06% 98,02% 1,98% 1 336 346 149 70,98% 29,02%
6.2 M Girotra 948 584 000 100,00% 354 681 987 91,47% 8,53% 0,06% 97,52% 2,48% 1 336 345 884 70,98% 29,02%
6.3 JP Bekker 948 584 000 100,00% 360 244 861 92,90% 7,10% 0,06% 97,94% 2,06% 1 336 346 547 70,98% 29,02%
6.4 SJZ Pacak 948 584 000 100,00% 335 984 757 86,65% 13,35% 0,06% 96,13% 3,87% 1 336 345 914 70,98% 29,02%
6.5 JDT Stofberg 948 584 000 100,00% 371 404 235 95,78% 4,22% 0,06% 98,78% 1,22% 1 336 346 149 70,98% 29,02%
7 Appointment of the following audit committee members:
7.1 M Girotra 948 584 000 100,00% 366 772 202 94,59% 5,41% 0,06% 98,43% 1,57% 1 336 345 675 70,98% 29,02%
7.2 AGZ Kemna 948 584 000 100,00% 385 294 948 99,36% 0,64% 0,06% 99,82% 0,18% 1 336 345 940 70,98% 29,02%
7.3 S J Z Pacak 948 584 000 100,00% 312 069 475 80,48% 19,52% 0,06% 94,34% 5,66% 1 336 345 970 70,98% 29,02%
8 To endorse the company’s remuneration policy 948 584 000 100,00% 68 428 814 40,22% 59,78% 1,03% 90,91% 9,09% 1 118 732 027 84,79% 15,21%
To endorse implementation of remuneration
9 948 584 000 100,00% 62 718 486 36,85% 63,15% 1,02% 90,39% 9,61% 1 118 795 901 84,79% 15,21%
policy
Approval of general authority placing unissued
10 768 596 000 100,00% 18 718 695 11,00% 89,00% 1,02% 83,86% 16,14% 938 806 253 81,87% 18,13%
shares under the control of the directors
11 Approval of general issue of shares for cash 948 584 000 100,00% 300 920 407 78,44% 21,56% 1,02% 93,79% 6,21% 1 332 194 436 71,20% 28,80%
Authorisation to implement all resolutions
12 948 584 000 100,00% 387 569 611 99,95% 0,05% 0,06% 99,99% 0,01% 1 336 345 918 70,98% 29,02%
adopted at the annual general meeting
2
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 2024:
1.1 Board – chair 948 584 000 100,00% 387 749 286 97,97% 2,03% 0,07% 99,41% 0,59% 1 336 333 286 70,98% 29,02%
1.2 Board – member 948 584 000 100,00% 387 752 405 97,84% 2,16% 0,07% 99,37% 0,63% 1 336 336 405 70,98% 29,02%
1.3 Audit committee – chair 948 584 000 100,00% 387 752 405 98,32% 1,68% 0,07% 99,51% 0,49% 1 336 336 405 70,98% 29,02%
1.4 Audit committee – member 948 584 000 100,00% 387 752 405 98,33% 1,67% 0,07% 99,51% 0,49% 1 336 336 405 70,98% 29,02%
1.5 Risk committee – chair 948 584 000 100,00% 387 752 405 98,18% 1,82% 0,07% 99,47% 0,53% 1 336 336 405 70,98% 29,02%
1.6 Risk committee – member 948 584 000 100,00% 387 752 405 98,33% 1,67% 0,07% 99,51% 0,49% 1 336 336 405 70,98% 29,02%
Human resources and remuneration committee –
1.7 948 584 000 100,00% 387 752 405 98,33% 1,67% 0,07% 99,51% 0,49% 1 336 336 405 70,98% 29,02%
chair
Human resources and remuneration committee –
1.8 948 584 000 100,00% 387 752 405 98,31% 1,69% 0,07% 99,51% 0,49% 1 336 336 405 70,98% 29,02%
member
1.9 Nomination committee – chair 948 584 000 100,00% 387 752 405 98,31% 1,69% 0,07% 99,51% 0,49% 1 336 336 405 70,98% 29,02%
1.10 Nomination committee – member 948 584 000 100,00% 387 752 405 98,32% 1,68% 0,07% 99,51% 0,49% 1 336 336 405 70,98% 29,02%
1.11 Social and ethics committee – chair 948 584 000 100,00% 387 752 877 98,32% 1,68% 0,07% 99,51% 0,49% 1 336 336 877 70,98% 29,02%
1.12 Social and ethics committee – member 948 584 000 100,00% 387 752 877 98,32% 1,68% 0,07% 99,51% 0,49% 1 336 336 877 70,98% 29,02%
Trustees of group share schemes/other personnel
1.13 948 584 000 100,00% 387 752 405 98,23% 1,77% 0,07% 99,49% 0,51% 1 336 336 405 70,98% 29,02%
funds
Approve generally the provision of financial
2 948 584 000 100,00% 387 761 314 88,68% 11,32% 0,06% 96,72% 3,28% 1 336 345 314 70,98% 29,02%
assistance in terms of section 44
Approve generally the provision of financial
3 948 584 000 100,00% 387 761 510 98,87% 1,13% 0,06% 99,67% 0,33% 1 336 345 510 70,98% 29,02%
assistance in terms of section 45
General authority for the company or its
4 subsidiaries to acquire N ordinary shares in the
948 584 000 100,00% 170 202 234 94,03% 5,97% 1,02% 99,09% 0,91% 1 118 786 234 84,79% 15,21%
company
5 Granting the Specific Repurchase Authorisation 948 584 000 100,00% 170 201 806 69,65% 30,35% 1,02% 95,38% 4,62% 1 118 785 806 84,79% 15,21%
General authority for the company or its
6 subsidiaries to acquire A ordinary shares in the
948 584 000 100,00% 167 213 661 56,25% 43,75% 1,70% 93,44% 6,56% 1 115 797 661 85,01% 14,99%
company
* Abstentions are represented as a percentage of total exercisable votes.
** Naspers A ordinary shares have one thousand votes per share.
***No abstentions
3
Summary of statements from the annual general meeting:
A different, digital world
The group is playing an important role in delivering the benefits, safety and convenience of
technological advances to some 2bn 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 challenges and uncertainties.
Discount to net asset value
To increase net asset value per share, this year we initiated an open ended repurchase
programme of Naspers and Prosus shares. This builds on earlier actions including the
repurchasing US$10bn in shares over the past two years. The current repurchase programme
at a Prosus level will be funded by an orderly, on-market sale of Tencent shares held by the
group, while repurchases at a Naspers level, will be funded by the sale of Prosus shares,
subject to the requisite approval being obtained from the South African Reserve Bank. We
believe this will generate significant value for our shareholders over a sustained period. In
addition, our management team has been incentivised to reduce this discount for the long-
term value creation of the group.
Delivering our strategy
Essentially, our strategy is to build valuable businesses that solve everyday problems for
customers. We do 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.
Today, across our core segments of ecommerce, food, payments and fintech, etail and, most
recently edtech, our impact is significant. Our entrepreneurs and teams improve the daily
lives of billions of customers. We enable people to buy and sell safely online, easily order food
delivered quickly to their homes. We enable participation in the digital economy and access
to important financial services otherwise unavailable to people. We enable customers to
educate themselves without visiting a classroom. And we help to satisfy a basic human need,
the ability to connect and interact with others that is so important in the digital age.
A year of progress
Despite a turbulent operating environment, FY22 was a period of progress for the group. Like
many technology companies, we faced significant macroeconomic and geopolitical headwinds,
resulting in highly volatile capital markets. The combination of the war in Ukraine, higher
inflation and rising interest rates drove up the cost of capital and increased uncertainty.
Valuations of global peers in tech and internet sectors declined sharply in recent months as
the level of risk appetite reduced significantly. These forces drove the first decline in the
group’s net asset value in many years. To navigate these turbulent times, we are prioritising
capital on supporting our existing businesses and prudent balance-sheet management to
sustain adequate financial liquidity.
Group revenues grew 24% to US$37bn, driven by ecommerce which grew revenues 56%.
Group trading profit was down 10% to US$5bn. Core headline earnings, our measure of after-
tax operating performance, was down 40% to US$2.1bn, reflecting our sale of a 2% interest
4
in Tencent and its lower contribution to earnings, investments to build out new ecosystem
extension such as autos in classifieds, grocery and convenience in food delivery and credit in
payments and fintech and investments by our associates,. Our ecommerce businesses were
resilient, growing revenues 53% in the second half and significantly outperforming global
peers in many cases. The food-delivery segment’s performance remained strong while growth
momentum continued globally in payments and fintech. In this segment, we increased our
scale in India, one of the fastest-growing consumer internet markets and closing the BillDesk
acquisition will create further opportunity to expand into credit and digital banking. In edtech,
we made substantial progress in expanding the portfolio by acquiring market leaders in our
focus areas. Our etail segment maintained revenues but recorded a small loss as it invests in
growth opportunities.
We ended the year with a strong and liquid balance sheet reflecting US$9.7bn in cash and
cash equivalents, 2.5 times the prior-year level. We invested US$6.3bn to increase our stakes
in existing investments and new assets with substantial opportunity for future value creation,
particularly in our food-delivery and edtech segments. We will continue to invest organically
to build on our strong progress in specific segments: autos in classifieds, convenience in food
delivery and India credit in payments and fintech. Given the backdrop we will manage costs
and focus on profitability in our core businesses and remain disciplined in M&A.
We raised US$9.25bn in additional capital last year. We also continued to crystallise returns
and pay back capital to shareholders. In total, we have allocated US$50bn in capital over the
past six years: some 57% of that being invested into the business and new growth
opportunities, around 25% returned to shareholders in the form of share repurchases and
dividends, and the balance held in cash.
Russia’s invasion of Ukraine has deeply impacted our classifieds business in the ecommerce
segment. We are appalled by the war in Ukraine and we continue to do all we can for our
Ukrainian employees and the country’s people. In March 2022, we began separating the
Russian classifieds business Avito from our OLX Group, and announced in May that we would
exit this business and are identifying an appropriate buyer for our shares in Avito. We have
also written down the full carrying value of our VK asset, the Russian online platform.
Our role in society
One of our three strategic priorities is to be a force for good for our stakeholders. Around the
world, sustainability is central to 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.
We have a strong heritage of acting responsibly. But much of this good work has been implicit.
We believe it is now essential that we do business with the stated goal of being a positive
force for the world around us.
To illustrate, our Ventures arm is increasing its focus on sustainable investment themes, such
as agriculture technology or agtech and healthtech. During the year, we 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 are consistent with
our support for circular-economy innovations to mitigate and reduce environmental footprints.
5
More tangibly, being a force for good translates into employment. An independent research
study on iFood’s food-delivery operations in Brazil found that the company created about
730 000 jobs (formal and informal), or 0.72% of the employed population in 2020, as part of
its value chain. In addition, the study noted that iFood drivers receive an hourly wage
comparable to being employed in the formal sector.
Being a force for good applies equally in crisis situations. The appalling war in Ukraine is
foremost a human tragedy. Ahead of the invasion, our OLX business prepared for a worsening
situation, setting up accommodation for our teams and their families in the west of the
country, advancing wages, and instituting regular contact with everyone. When the invasion
began, we offered relocation to safer areas in the country and outside Ukraine. In addition,
we are contributing US$10m to assist humanitarian aid efforts in Ukraine. Our Ukrainian and
Polish employees are involved in selecting suitable registered and established charities to
receive this support. At the onset of the war, we also made a US$350 000 donation to the
international committee of the Red Cross.
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.
Our strategic approach to human resources and remuneration better enables us to compete
for the digital talent at the heart of our businesses. Our remuneration aims are simple:
promote superior performance; focus employees on achieving key business goals; and realise
effective returns on employee spend. Equality and consistency are embedded in group pay
practices as we build our diverse and inclusive workplaces. Our pay practices around the world
are fair, competitive and above minimum-wage standards.
Importantly, we continue to engage with shareholders on remunerations topics. This feedback
is constructive in continually improving the transparency of both our disclosure and reward
structures.
In the review period, several factors contributed to widening the discount in our trading value
relative to a sum-of-the-parts valuation to its highest level. While we still focus a material
portion of executive directors’ incentives on non-Tencent portions of the group over the long
run, we believe there is a critical benefit to reducing this discount.
Accordingly, for FY23, we proposed materially increasing the CEO and CFO’s short-term
variable compensation exposure to narrowing the discount. At the same time, we have
materially reduced the balance of annual compensation to emphasise the importance of this
discount-focused incentive and align remuneration with shareholder expectations.
In addition, given our strong belief that reducing the discount is fundamental to maximising
shareholder returns, the committee did not award long-term incentives for FY23.
In line with our commitment to greater transparency, we again improved disclosure on
executive remuneration by detailing short-term incentive goals and achievements for FY22.
We believe that revealing details of STI targets to our competitors before the end of the
financial year is not in the best interests of our shareholders so, from FY23, we will disclose
these targets retrospectively.
6
Dividends
(All figures in South African cents unless stated otherwise)
Following shareholder approval at the meeting, after giving effect to the cross-holding
agreement, the full dividend that Naspers will be receiving from Prosus will be paid through
to free float N ordinary shareholders and A ordinary shareholders. 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
Tuesday, 27 September 2022.
Dividends will be payable to shareholders recorded in the register on Friday, 7 October 2022
and paid on Monday 10 October 2022.
The last date to trade cum dividend will be on Tuesday, 4 October 2022 (shares trade ex-
dividend from Wednesday 5 October 2022). Shares may not be dematerialised or
rematerialied between Wednesday, 5 October 2022, and Friday, 7 October 2022, both dates
inclusive.
Looking forward with confidence
Our purpose is unchanged – we aim to improve everyday life for billions of 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
25 August 2022
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 in the country. These include Takealot, Mr D Food, Superbalist, Autotrader,
Property24 and PayU, in addition to Media24, South Africa’s leading print and digital media business.
7
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 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 Foundry
Naspers is focused on stimulating South Africa’s local tech sector through Naspers Foundry. This is a R1.4 billion
investment vehicle that invests in early-stage technology companies that seek to address big societal needs.
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.
Naspers for Good
Naspers employees are equally committed to giving back. Naspers for Good is a corporate philanthropy fund
administered by a committee of employees in South Africa. Through the fund, Naspers forms partnerships with
organisations that have a proven track record of delivering solutions for the most pressing challenges affecting our
communities. Email causes@naspers.com for more information.
Response to COVID-19
Naspers contributed R1.5 billion of emergency aid to support the South African government’s response to the COVID-
19 pandemic. This contribution consisted of R500 million towards the Solidarity Fund, and R1 billion worth of PPE
sourced and distributed to South Africa’s front-line healthcare workers. In addition, Naspers contributed R6.9 million
to the Nelson Mandela Foundation’s EachOne FeedOne programme to support families impacted by COVID-19 with
meals for a year.
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.
8
