26 Jul 2023
Distribution of notice of the virtual annual general meeting
Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
(Naspers)
Distribution of notice of the virtual annual general meeting
Naspers shareholders (Shareholders) are advised that notice is hereby given, in terms of the notice of annual general meeting posted to Shareholders today, on Wednesday, 26 July 2023 (Notice of Annual General Meeting), that the virtual annual general meeting of Naspers (the Annual General Meeting) will be held at 14:00 SAST on Thursday, 24 August 2023, entirely by electronic communication as permitted by the Companies Act 71 of 2008, and by Naspers's memorandum of incorporation. Naspers has retained the services of The Meeting Specialist Proprietary Limited (TMS) to host the Annual General Meeting, and the remote hosting of the Annual General Meeting will be on an interactive electronic platform that will facilitate remote participation and voting by Shareholders.
Shareholders who wish to participate electronically and/or vote at the Annual General Meeting are required to deliver the electronic participation form to TMS as soon as possible, but in any event no later than 16:00 SAST on Tuesday, 15 August 2023 by email to [email protected]. TMS will assist Shareholders with the requirements for participation in, and/or voting at, the Annual General Meeting, including details of how to access the electronic voting platform.
Proxy forms must be lodged, for administrative purposes, by no later than 14:00 SAST on Tuesday, 22 August 2023, alternatively presented to the Naspers company secretary prior to the commencement of the Annual General Meeting.
Shareholders are advised that the Notice of the Annual General Meeting, is accompanied by a circular, which contains relevant information pertaining to the Proposed Transaction (as defined below), in so far as it relates to Naspers (the Naspers Circular). The Notice of Annual General Meeting, and the accompanying Naspers Circular, are also available on Naspers’s website at www.naspers.com/investors/shareholder-centre/shareholder-meetings. Naspers’s remuneration report and the proposed remuneration policy are included in the 2023 integrated annual report of Naspers that has already been made available to Shareholders.
The record date in order to be eligible to vote at the Annual General Meeting is Friday, 18 August 2023, and accordingly the last day to trade Naspers N ordinary shares in order to be recorded in the Naspers shareholders' register on the record date to be eligible to vote and participate at the Annual General Meeting is Tuesday, 15 August 2023.
Removal of the Cross-Holding Structure
On 27 June 2023, the board of directors of Naspers (the Naspers Board) and the board of directors of Prosus N.V. (Prosus) announced that Naspers and Prosus (together with their consolidated subsidiaries, the Group) intend to implement a proposed transaction in terms of which the cross-holding structure between Naspers and Prosus will be removed (the Proposed Transaction).
Shareholders are advised that further information pertaining to the Proposed Transaction in relation to Naspers is set out in the Naspers Circular that Naspers has posted to Shareholders today, on 26 July 2023, simultaneously with the Notice of Annual General Meeting, made available on Naspers’ website at www.naspers.com/investors/shareholder-centre/shareholder-meetings.
The shareholder resolutions that must be approved by the Shareholders in order to implement the Proposed Transaction, are set out in the Notice of Annual General Meeting. Voting on the matters necessary to implement the Proposed Transaction in so far as it relates to Naspers will consequently take place at the Annual General Meeting.
Shareholders are advised to read the Naspers Circular carefully and in its entirety. Any decision to approve the shareholder resolutions pertaining to the Proposed Transaction at the Annual General Meeting should be made only on the basis of the information in the Naspers Circular and/or the Notice of Annual General Meeting.
Subject to obtaining the requisite approvals of the shareholders of Prosus (Prosus Shareholders) and the Shareholders, further details pertaining to the implementation of the Proposed Transaction, including the applicable salient dates and times for implementation of the Proposed Transaction, will be outlined in a declaration and finalisation announcement to be released by Naspers following the Annual General Meeting.
Dividend Declaration
Subject to the requisite approvals being obtained from Prosus Shareholders in relation to the distribution referred to in the SENS announcement released by Prosus on 12 July 2023, a dividend will be paid by Naspers in relation to the Naspers N ordinary shares and A ordinary shares from the amount that Naspers will receive from Prosus, in accordance with the rights attaching to the shares as set out in the Naspers memorandum of incorporation, as amended. The Naspers dividends will be paid in South African rand.
The Naspers Board intends to declare the dividend as soon as practicable.
Repurchase Programme
Shareholders are referred to the various announcements that have been released pertaining to the ongoing, open-ended repurchase of Naspers N ordinary shares, which commenced on 27 June 2022 (the Repurchase Programme).
In order to have a stable share count for purposes of the Proposed Transaction and the dividend referred to above, it is expected that the Repurchase Programme will be temporarily suspended for a short period immediately before these events, in order to allow for efficient and effective implementation of the Proposed Transaction and the dividend. The Repurchase Programme will resume after each suspension and Shareholders will be updated accordingly.
The Group will also continue to provide weekly updates on the Repurchase Programme by means of press releases and announcements on SENS and on the Naspers website (www.naspers.com).
Cape Town, South Africa, 26 July 2023
JSE sponsor: Investec Bank Limited
Legal Advisor: Webber Wentzel
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), 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 United States of America.
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.
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 who COVID-19 has impacted with meals for a year.