23 Aug 2019 15:00
NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
Share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315121003
('Naspers' or 'the company')
RESULTS OF ANNUAL GENERAL MEETING
Cape Town, 23 August 2019 - Naspers Limited (Naspers) (JSE: NPN, LSE: NPSN) The 105th annual general meeting (AGM) of Naspers Limited was held today in the Cape Town International Convention Centre 2 (CTICC2), Corner of Heerengracht and Rua Bartholomeu Dias, Foreshore, 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:
Total issued number of N ordinary shares: 438 656 059
Total issued number of A ordinary shares: 907 128**
Treasury shares: 6 455 824
Number of ordinary shares that could have been voted at the meeting: 1 345 784 059**
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 the meeting | Total | |||||||||
No. of votes voted A ord shares at the meeting | For % | No. of votes voted N ord shares at the meeting | For % | Against % | Abstain % as a total of the N ord share capital | For % | Against % | No. of votes voted N and A ord shares at the meeting | A ord shares % | N ord shares % | ||
Ordinary resolutions | ||||||||||||
1 | Acceptance of annual financial statements | 895 359 000 | 100,00% | 353 323 731 | 100,00% | 0,00% | 0,37% | 100,00% | 0,00% | 1 248 682 731 | 71,70% | 28,30% |
2 | Confirmation and approval of payment of dividends | 895 359 000 | 100,00% | 354 785 215 | 99,90% | 0,10% | 0,06% | 99,97% | 0,03% | 1 250 144 215 | 71,62% | 28,38% |
3 | Reappointment of PricewaterhouseCoopers Inc. as auditor | 895 359 000 | 100,00% | 351 924 850 | 73,37% | 26,63% | 0,06% | 92,49% | 7,51% | 1 247 283 850 | 71,78% | 28,22% |
4 | To confirm the appointment of Mr F L N Letele as a non-executive director | 895 359 000 | 100,00% | 354 641 017 | 95,98% | 4,02% | 0,10% | 98,86% | 1,14% | 1 250 000 017 | 71,63% | 28,37% |
5.1 | To elect the following directors: Mr J P Bekker | 895 359 000 | 100,00% | 354 584 712 | 91,98% | 8,02% | 0,11% | 97,72% | 2,28% | 1 249 943 712 | 71,63% | 28,37% |
5.2 | Mr S J Z Pacak | 895 359 000 | 100,00% | 354 522 642 | 97,58% | 2,42% | 0,10% | 99,31% | 0,69% | 1 249 881 642 | 71,64% | 28,36% |
5.3 | Mr J D T Stofberg | 895 359 000 | 100,00% | 351 885 217 | 97,71% | 2,29% | 0,10% | 99,35% | 0,65% | 1 247 244 217 | 71,79% | 28,21% |
5.4 | Mr B J van der Ross | 895 359 000 | 100,00% | 353 871 541 | 74,63% | 25,37% | 0,27% | 92,81% | 7,19% | 1 249 230 541 | 71,67% | 28,33% |
5.5 | Prof D Meyer | 895 359 000 | 100,00% | 354 784 428 | 96,99% | 3,01% | 0,06% | 99,15% | 0,85% | 1 250 143 428 | 71,62% | 28,38% |
6.1 | Appointment of the following audit committee members: Mr D G Eriksson | 895 359 000 | 100,00% | 353 922 127 | 98,35% | 1,65% | 0,06% | 99,53% | 0,47% | 1 249 281 127 | 71,67% | 28,33% |
6.2 | Mr B J van der Ross | 895 359 000 | 100,00% | 351 329 390 | 73,26% | 26,74% | 0,85% | 92,46% | 7,54% | 1 246 688 390 | 71,82% | 28,18% |
6.3 | Prof R C C Jafta | 895 359 000 | 100,00% | 348 623 425 | 73,21% | 26,79% | 0,84% | 92,49% | 7,51% | 1 243 982 425 | 71,98% | 28,02% |
7 | To endorse the company's remuneration policy | 895 359 000 | 100,00% | 354 778 179 | 41,33% | 58,67% | 0,07% | 83,35% | 16,65% | 1 250 137 179 | 71,62% | 28,38% |
8 | To approve the implementation of the remuneration policy as set out in the remuneration report | 895 359 000 | 100,00% | 354 783 732 | 38,74% | 61,26% | 0,06% | 82,62% | 17,38% | 1 250 142 732 | 71,62% | 28,38% |
9 | Approval of general authority placing unissued shares under the control of the directors | 725 494 000 | 100,00% | 351 208 582 | 30,90% | 69,10% | 0,25% | 77,46% | 22,54% | 1 076 702 582 | 67,38% | 32,62% |
10 | Approval of issue of shares for cash | 895 359 000 | 100,00% | 354 777 995 | 54,03% | 45,97% | 0,07% | 86,96% | 13,04% | 1 250 136 995 | 71,62% | 28,38% |
11 | Approval of amendments to the Naspers Restricted Stock Plan Trust | 895 359 000 | 100,00% | 354 625 324 | 80,47% | 19,53% | 0,07% | 94,46% | 5,54% | 1 249 984 324 | 71,63% | 28,37% |
12 | Authorisation to implement all resolutions adopted at the annual general meeting | 895 359 000 | 100,00% | 354 782 102 | 99,71% | 0,29% | 0,06% | 99,92% | 0,08% | 1 250 141 102 | 71,62% | 28,38% |
Special resolutions | ||||||||||||
Approval of remuneration of non-executive directors - proposed 31 March 2020: Board - chair
| 895 359 000 | 100,00% | 354 736 548 | 97,37% | 2,63% | 0,06% | 99,26% | 0,74% | 1 250 095 548 | 71,62% | 28,38% | |
1.2 | Board - member | 895 359 000 | 100,00% | 354 706 021 | 97,82% | 2,18% | 0,06% | 99,38% | 0,62% | 1 250 065 021 | 71,62% | 28,38% |
1.3 | Audit committee - chair | 895 359 000 | 100,00% | 354 782 411 | 97,73% | 2,27% | 0,06% | 99,36% | 0,64% | 1 250 141 411 | 71,62% | 28,38% |
1.4 | Audit committee - member | 895 359 000 | 100,00% | 354 412 484 | 98,05% | 1,95% | 0,06% | 99,45% | 0,55% | 1 249 771 484 | 71,64% | 28,36% |
1.5 | Risk committee - chair | 895 359 000 | 100,00% | 354 782 131 | 98,06% | 1,94% | 0,06% | 99,45% | 0,55% | 1 250 141 131 | 71,62% | 28,38% |
1.6 | Risk committee - member | 895 359 000 | 100,00% | 354 782 411 | 98,21% | 1,79% | 0,06% | 99,49% | 0,51% | 1 250 141 411 | 71,62% | 28,38% |
1.7 | Human resources and remuneration committee - chair | 895 359 000 | 100,00% | 354 782 411 | 98,33% | 1,67% | 0,06% | 99,53% | 0,47% | 1 250 141 411 | 71,62% | 28,38% |
1.8 | Human resources and remuneration committee - member | 895 359 000 | 100,00% | 354 782 411 | 98,21% | 1,79% | 0,06% | 99,49% | 0,51% | 1 250 141 411 | 71,62% | 28,38% |
1.9 | Nomination committee - chair | 895 359 000 | 100,00% | 354 782 402 | 98,06% | 1,94% | 0,06% | 99,45% | 0,55% | 1 250 141 402 | 71,62% | 28,38% |
1.10 | Nomination committee - member | 895 359 000 | 100,00% | 354 781 751 | 98,21% | 1,79% | 0,06% | 99,49% | 0,51% | 1 250 140 751 | 71,62% | 28,38% |
1.11 | Social and ethics committee - chair | 895 359 000 | 100,00% | 354 778 911 | 98,06% | 1,94% | 0,06% | 99,45% | 0,55% | 1 250 137 911 | 71,62% | 28,38% |
1.12 | Social and ethics committee - member | 895 359 000 | 100,00% | 354 782 040 | 98,21% | 1,79% | 0,06% | 99,49% | 0,51% | 1 250 141 040 | 71,62% | 28,38% |
1.13 | Trustees of group share schemes/other personnel funds | 895 359 000 | 100,00% | 354 782 801 | 97,96% | 2,04% | 0,06% | 99,42% | 0,58% | 1 250 141 801 | 71,62% | 28,38% |
2 | Approve generally the provision of financial assistance in terms of section 44 of the Act | 895 359 000 | 100,00% | 354 499 726 | 96,98% | 3,02% | 0,13% | 99,14% | 0,86% | 1 249 858 726 | 71,64% | 28,36% |
3 | Approve generally the provision of financial assistance in terms of section 45 of the Act | 895 359 000 | 100,00% | 354 499 246 | 99,02% | 0,98% | 0,13% | 99,72% | 0,28% | 1 249 858 246 | 71,64% | 28,36% |
4 | General authority for the company or its subsidiaries to acquire N ordinary shares in the company | 895 359 000 | 100,00% | 354 484 131 | 96,42% | 3,58% | 0,11% | 98,98% | 1,02% | 1 249 843 131 | 71,64% | 28,36% |
5 | General authority for the company or its subsidiaries to acquire A ordinary shares in the company | 895 359 000 | 100,00% | 339 942 694 | 56,57% | 43,43% | 3,45% | 88,05% | 11,95% | 1 235 301 694 | 72,48% | 27,52% |
6 | Granting the Specific Repurchase Authority | 895 359 000 | 100,00% | 354 568 261 | 76,98% | 23,02% | 0,11% | 93,47% | 6,53% | 1 249 927 261 | 71,63% | 28,37% |
* 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:
Our strategy to create long-term shareholder value has not changed over time, despite a year of lively growth in the evolution of Naspers. In 2019, we completed our transition to a global consumer internet company by listing and unbundling our video-entertainment unit, MultiChoice Group, into a standalone African entertainment powerhouse. In the process, we unlocked around US$4bn in value for Naspers shareholders. Importantly in a South African context, MultiChoice Group shareholders include participants in Phuthuma Nathi who benefited meaningfully from this transaction. We will also list our international internet assets as Prosus on Euronext Amsterdam with a secondary, inward listing on the JSE Limited. These structural steps are closely tied to our strategy of pursuing growth by building leading companies that empower people and enrich communities by addressing big societal needs. Globally, we operate in many markets around th world and support the development of local economies by investing in local entrepreneurs and their teams, encouraging innovation and paying taxes locally - all of which create real value.
Naspers is now one of the world's top-10 internet companies by market capitalisation, with around a fifth of the people on the planet using our products and services to improve their daily lives. We have laid a solid foundation to take our growth and success to the next level.
Looking at our key segments, our classifieds business was profitable in aggregate for the year while PayU's payments service provider business became operationally profitable. We stepped up investment in online food-delivery services, a high-growth segment for the group. We believe this is one of the largest consumer internet opportunities in the world.
We have improved how we disclose information, and increased engagement with our stakeholders. Matters raised at the AGM and through various engagements are taken seriously. This is evident in the progress summarised below.
Discount
We acknowledge that investors are concerned about a discount of the Naspers share price to its sum-of-the-parts valuation. This discount has many drivers, common to most composite companies, and only some are within our control. Factors where we have limited control include our size on the JSE, plus political issues driving foreign direct investment flows into and out of South Africa. Listing and unbundling MultiChoice Group and listing our international internet assets on Euronext Amsterdam are actions designed to reduce the discount over time.
We have also bolstered the balance sheet through asset sales to fund future growth. We remain focused and disciplined in how we allocate capital and evaluate existing assets.
Remuneration
We aim to pay for performance, align executive pay with shareholder outcomes, ensure our remuneration practices allow us to be competitive, and implement a fair, responsible and consistent approach to pay.
Refinements in our 2019 remuneration report provide an even clearer view of this philosophy, and how it is implemented via the link between our business strategy, performance and pay outcomes.
We continue to navigate the global shortage of digital skills, which means the best engineers and entrepreneurs can choose where to work and live. To succeed, we focus on attracting, developing and retaining the best people in a diverse and inclusive workplace. Our employment policies aim to achieve that.
Over the last two years, we have refined our remuneration policy, including:
• Changing the composition of the remuneration committee, strengthening its global orientation and technology exposure.
• Improving our disclosure to show more clearly the connection between business strategy, operational results, pay design and pay outcomes. For short-term incentives, we have provided more information on performance goals and the level of achievement. For longer-term incentives, we disclosed the valuation process and governance of share appreciation rights, with core index-linked values.
• Introducing clawbacks on both short-term and longer-term incentives for the CEO and all his executive direct reports. Plus a shareholding requirement for the CEO.
• Purchasing Naspers shares on the market to cover our obligations for employees' long-term incentives to avoid dilution for shareholders.
In the current financial year, we plan to introduce a third longer-term incentive element for executives, namely performance share units (PSUs). For a participant to receive a share, the performance condition must be met at the end of the three-year vesting period. If not, no shares are received. The performance condition for the 2019 grant relates to the three-year compound annual growth rate on the ecommerce share appreciation rights scheme against an appropriate equity index. This scheme excludes Tencent.
Many of the refinements to our remuneration approach have been the result of shareholder feedback. We appreciate this dialogue with shareholders and while, practically, we cannot action every suggestion, thematically the feedback has given us direction to address concerns.
Looking forward
We will continue to drive profitability in our established ecommerce segments, accelerate investment to scale food delivery and selectively invest in new opportunities. We will also continue to invest in technology and product, particularly machine-learning capabilities.
Our plan to list our international internet assets on Euronext Amsterdam in September creates a new opportunity for international technology investors to access our unique portfolio.
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.
CAPE TOWN
23 August 2019
For more information contact:
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About Naspers
Naspers is a global consumer internet group and one of the largest technology investors in the world. Operating and investing in countries and markets across the world with long-term growth potential, Naspers builds leading companies that empower people and enrich communities. The group operates and partners a number of leading internet businesses across Central and Eastern Europe, Africa, the Americas and Asia in sectors including online classifieds, payments and fintech, food delivery, travel, education, health, and social and internet platforms.
Every day, millions of people use the products and services of companies that Naspers has invested in, acquired or built, including Avito, Brainly, BYJU'S, Codecademy, eMAG, Honor, ibibo, iFood, letgo, Media24, Movile, OLX, PayU, SimilarWeb, Swiggy, Takealot, and Udemy.
Similarly, hundreds of millions of people have made the platforms of its associates a part of their daily lives: Tencent (www.tencent.com; SEHK 00700), Mail.ru (www.corp.mail.ru; LSE: MAIL), MakeMyTrip Limited1 (www.makemytrip.com; NASDAQ:MMYT) and DeliveryHero (www.deliveryhero.com; Xetra: DHER)
Today, Naspers companies and associates help improve the lives of around a fifth of the world's population. Naspers actively searches for new opportunities to partner exceptional entrepreneurs who are using technology to address big societal needs.
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