Group structure

Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the largest technology investors in the world. Naspers has its primary listing on the Johannesburg Stock Exchange (NPN. SJ), a secondary listing on 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. It is the largest South African company on the JSE.

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 secondary listings on the JSE and A2X Exchanges in South Africa. 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.

The Naspers voting control structure aims to ensure the continued independence of the group.

When entering foreign countries in the broad media or communications spheres and when dealing with regulators, we must give an assurance of our continuity of identity: in other words, that we will not, after we have entered a territory or secured a licence, be taken over by unknown entities with whom the country or regulator may be uncomfortable. This assurance of independence and continuity is critical for our entry into and operation in many markets. 

The issued share capital of Naspers comprises two classes of shares:  

·       N-class ordinary shares with one vote per share are listed on the JSE

·       Unlisted A-class ordinary shares with 1 000 votes per share but relatively insignificant economic participation (the dividends declared to A ordinary shareholders equal one-fifth of the dividends per share to which N ordinary shareholders are entitled). 

A majority of A-class ordinary shares are held by two companies that together comprise the control structure of Naspers. 

Keeromstraat 30 Beleggings (RF) Limited (Keerom) and Naspers Beleggings (RF) Limited (Nasbel) hold such A-class ordinary shares that together they control more than 50% of the voting rights in Naspers. These two companies exercise such rights in consultation with one another. No other entities are part of the control structure. 

Keerom has c. 2 820 shareholders, and its constitutional documents provide that no shareholder is entitled to exercise more than 50 votes regardless of shareholding, representing 0.39% control. 

Nasbel has c. 2 580 shareholders, one of which is Heemstede Beleggings Proprietary Limited (Heemstede) (a wholly owned subsidiary of Naspers) that holds 49% of the shares in Nasbel. 

The boards of directors of Keerom and Nasbel operate independently.

Differentiated voting rights and control structures are commonly used in the media and internet sectors to secure independence and deter raids and efforts to seize control. Many international media and technology companies have differentiated rights or control structures. Some more well-known examples include Schibsted and Tele2 in Norway; MTG in Sweden; Daily Mail and General Trust in the UK; JD.Com and Alibaba in China; and Alphabet (Google), Meta, LinkedIn, 21st Century Fox, News Corporation, Discovery, Liberty Global, Snap Inc, Zillow and Zynga in the US. 

Recently, many internet and tech companies, in particular, have implemented similar structures.

In 2021, Naspers and Prosus entered into a cross-holding agreement to regulate their relationship following Prosus’s acquisition of around 52.46% economic interest in Naspers’s listed shares to give shareholders certainty that the full extent of Prosus free-float shareholders’ effective economic interest in the underlying Prosus portfolio in distributions will be paid directly and efficiently at the Prosus level.  

Following shareholder approval in September 2023, we removed the cross-holding of shares between Prosus and Naspers. Removal of the cross-holding ensures the continuation of the open-ended share repurchase program, meaningfully simplifies our corporate structure and preserves the benefits gained from the listing of Prosus and from the share exchange transaction.

For more information, click the below media releases.

Announcement of the intended removal of the cross-holding

Announcement of the removal of the cross-holding