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26 Aug 2016 16:00
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 6315121003
("Naspers" or "the company")
RESULTS OF ANNUAL GENERAL MEETING
Cape Town, 26 August 2016 - Naspers Limited (Naspers) (JSE: NPN, LSE: NPSN) The 102nd annual general meeting (AGM) of Naspers Limited was held this morning in the Media24 Centre at 40 Heerengracht, 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:
Issued share capital:
N ordinary shares - 438 036 121
A ordinary shares - 907 128
Total votes exercisable by A and N shares: 1 345 164 121
Number of shares present/represented at the AGM (being 79,02% of the total votable shares): 346 831 851 A and N ordinary shares.
Total votes present/represented at AGM being 1 204 568 256 (89,55%) of total votes exercisable.
Details of voting results:
Votes for
| Votes against
| Votes abstained*
| ||||
Number | % | Number | % | Number | % | |
Ordinary resolutions | ||||||
1 Acceptance of annual financial statements | 1 204 219 556 | 99.97% | - | 0.00% | 348 700 | 0.03% |
2 Confirmation and approval of payment of dividends | 1 204 405 749 | 99.99% | - | 0.00% | 162 507 | 0.01% |
3 Reappointment of PricewaterhouseCoopers Inc. as auditor | 1 133 742 243 | 94.12% | 67 306 218 | 5.59% | 3 519 795 | 0.26% |
4 To confirm the appointment of: | ||||||
4.1 Mr HJ du Toit as a non-executive director | 1 202 766 312 | 99.85% | 1 001 474 | 0.08% | 800 470 | 0.06% |
4.2 Mr G Liu as a non-executive director | 1 203 828 265 | 99.94% | 58 080 | 0.00% | 681 911 | 0.05% |
5 To elect the following directors: | ||||||
5.1 Mr FLN Letele | 1 199 839 539 | 99.61% | 3 162 969 | 0.26% | 1 565 748 | 0.12% |
5.2 Mr R Oliveira de Lima | 1 194 639 484 | 99.18% | 8 534 033 | 0.71% | 1 394 739 | 0.10% |
5.3 Mr JDT Stofberg | 1 200 890 402 | 99.69% | 2 943 213 | 0.24% | 734 641 | 0.05% |
5.4 Prof D Meyer | 1 203 004 306 | 99.87% | 881 759 | 0.07% | 682 191 | 0.05% |
6 Appointment of the following audit committee members: | ||||||
6.1 Mr DG Eriksson | 1 200 655 987 | 99.68% | 3 230 078 | 0.27% | 682 191 | 0.05% |
6.2 Mr BJ van der Ross | 1 123 272 811 | 93.25% | 78 864 844 | 6.55% | 2 430 601 | 0.18% |
6.3 Prof RCC Jafta | 1 196 441 705 | 99.33% | 7 446 021 | 0.62% | 680 530 | 0.05% |
7 To endorse the company's remuneration policy | 946 789 592 | 78.60% | 217 065 357 | 18.02% | 40 713 307 | 3.03% |
8 Approval of general authority placing unissued shares under the control of the directors | 843 674 501 | 78.76% | 209 715 817 | 19.58% | 17 827 938 | 1.33% |
9 Approval of issue of shares for cash | 1 054 702 534 | 87.56% | 132 389 766 | 10.99% | 17 475 956 | 1.30% |
10 Authorisation to implement all resolutions adopted at the annual general meeting | 1 202 143 097 | 99.80% | 1 854 274 | 0.15% | 570 885 | 0.04% |
Special resolution number 1: Approval of remuneration of non-executive directors: | ||||||
Proposed 31 March 2018 | ||||||
1.1 Board - chair | 1 198 591 502 | 99.50% | 5 405 589 | 0.45% | 571 165 | 0.04% |
1.2 Board - member | 1 188 401 415 | 98.66% | 15 595 676 | 1.29% | 571 165 | 0.04% |
1.3 Audit committee - chair | 1 191 784 344 | 98.94% | 12 212 747 | 1.01% | 571 165 | 0.04% |
1.4 Audit committee - member | 1 192 415 258 | 98.99% | 11 581 833 | 0.96% | 571 165 | 0.04% |
1.5 Risk committee - chair | 1 192 831 313 | 99.03% | 11 165 778 | 0.93% | 571 165 | 0.04% |
1.6 Risk committee - member | 1 192 988 770 | 99.04% | 11 008 321 | 0.91% | 571 165 | 0.04% |
1.7 Human resources and remuneration committee - chair | 1 192 831 313 | 99.03% | 11 165 778 | 0.93% | 571 165 | 0.04% |
1.8 Human resources and remuneration committee - member | 1 192 988 770 | 99.04% | 11 008 321 | 0.91% | 571 165 | 0.04% |
1.9 Nomination committee - chair | 1 192 988 770 | 99.04% | 11 008 321 | 0.91% | 571 165 | 0.04% |
1.10 Nomination committee - member | 1 192 988 770 | 99.04% | 11 008 321 | 0.91% | 571 165 | 0.04% |
1.11 Social and ethics committee - chair | 1 192 989 050 | 99.04% | 11 008 321 | 0.91% | 570 885 | 0.04% |
1.12 Social and ethics committee - member | 1 193 477 424 | 99.08% | 10 519 947 | 0.87% | 570 885 | 0.04% |
1.13 Trustees of group share schemes/other personnel funds | 1 201 755 600 | 99.77% | 2 237 398 | 0.19% | 575 258 | 0.04% |
Special resolution number 2: Approve generally the provision of financial assistance in terms of section 44 of the Act | 1 097 922 466 | 91.15% | 89 020 450 | 7.39% | 17 625 330 | 1.31% |
Special resolution number 3: Approve generally the provision of financial assistance in terms of section 45 of the Act | 1 199 149 812 | 99.55% | 3 403 302 | 0.28% | 2 015 142 | 0.15% |
Special resolution number 4: General authority for the company or its subsidiaries to acquire N ordinary shares in the company | 1 176 479 629 | 97.67% | 25 537 908 | 2.12% | 2 550 719 | 0.19% |
Special resolution number 5: General authority for the company or its subsidiaries to acquire A ordinary shares in the company | 1 043 375 190 | 86.62% | 137 538 131 | 11.42% | 23 654 935 | 1.76% |
Special resolution number 6: Amendment to the memorandum of incorporation: fractions of shares | 1 201 857 804 | 99.77% | 296 647 | 0.02% | 2 413 805 | 0.18% |
* Abstentions are represented as a percentage of total exercisable votes.
In his AGM address, chairman Koos Bekker reported that Naspers delivered a solid performance for the year against a volatile macroeconomic backdrop. He noted while shareholders had already received copies of Naspers's summarised financial results, these were also available on the group website www.naspers.com.
Highlights of 2016 included:
· In constant currency core headline earnings, a reliable indicator of sustainable earnings, grew 49% in dollars to US$1.2bn.
· Revenue rose 22%, driven by strong growth especially in ecommerce and via our interest in Tencent.
· With your approval, the annual gross dividend will be increased by 11% to 520c per listed N ordinary share, and to 104c per unlisted A ordinary share.
However, we also faced some challenges:
· Our video-entertainment segment bore the brunt of falling commodity prices, which drove African currencies down. Angola and Nigeria were tough. We had to lower some prices to help our loyal customers.
· The South African economy slowed.
· We are no longer competing against local players: these days our competitors are Google, Facebook and Amazon, boxers many times our size and scale. Competition is now global, while regulators still think in terms of countries. We need to change their mindset.
We invested heavily in engineers, technology, content and marketing. We are proud of a few achievements:
· Supersport is the main funder of sport on the African continent.
· We paid taxes of R9.8bn to various countries where we do business.
· Our ownership profile in MultiChoice has reached the remarkable point where black South Africans and white South Africans now own equal percentages of the company. We were quite surprised when we did the latest calculation: this shows the country is moving faster in rebalancing ownership than previously thought.
Taking a longer view, our market capitalisation has grown from US$622m on listing in 1994 to US$73.9bn today.
We appreciate the constant support of our shareholders. We also thank our partners, suppliers and associates around the world. Most importantly, we deeply appreciate what our friends and employees have contributed over the past year in enthusiasm, energy and enterprise.
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.
Contact:
Meloy Horn
Head of investor relations
Naspers
+27 11 289 3320
+27 82 772 7123
meloy.horn@naspers.com
Cape Town
26 August 2016
Sponsor: Investec Bank Limited
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