Results of Annual General Meeting

(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’)
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**
N ordinary shares (N Ord)
A ordinary shares (A Ord)

Details of voting results can be found here.

* 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.
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.  
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.
23 August 2019