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Naspers Limited (NPSN)

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Friday 24 August, 2018

Naspers Limited

Result of AGM

RNS Number : 8767Y
Naspers Limited
24 August 2018
 

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, 24 August 2018 - Naspers Limited (Naspers) (JSE: NPN, LSE: NPSN) The 104th annual general meeting (AGM) of Naspers Limited was held this morning 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: 6 503 685

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 ordinary shares***

N ordinary 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

 895 110 000

100%

 356 386 882

99.99%

0.01%

0.48%

99.998%

0.00%

 1 251 496 882

71.52%

28.48%

2

Confirmation and approval of payment of dividends

 895 110 000

100%

 358 279 101

99.84%

0.16%

0.05%

99.954%

0.05%

 1 253 389 101

71.42%

28.58%

3

Reappointment of PricewaterhouseCoopers Inc. as auditor

 895 110 000

100%

 358 276 669

73.19%

26.81%

0.05%

92.336%

7.66%

 1 253 386 669

71.42%

28.58%

4

To confirm the appointment of Mr M R Sorour as a non-executive director

 895 110 000

100%

 357 470 849

97.94%

2.06%

0.23%

99.412%

0.59%

 1 252 580 849

71.46%

28.54%

5.1

To elect the following directors: Mr C L Enenstein

 895 110 000

100%

 357 313 484

93.09%

6.91%

0.27%

98.028%

1.97%

 1 252 423 484

71.47%

28.53%

5.2

Mr D G Eriksson

 895 110 000

100%

 355 588 444

98.37%

1.63%

0.20%

99.536%

0.46%

 1 250 698 444

71.57%

28.43%

5.3

Mr H J du Toit

 895 110 000

100%

 357 310 976

96.46%

3.54%

0.27%

98.990%

1.01%

 1 252 420 976

71.47%

28.53%

5.4

Mr G Liu

 895 110 000

100%

 357 603 568

98.60%

1.40%

0.20%

99.601%

0.40%

 1 252 713 568

71.45%

28.55%

5.5

Mr R Oliveira de Lima

 895 110 000

100%

 357 310 976

94.22%

5.78%

0.27%

98.352%

1.65%

 1 252 420 976

71.47%

28.53%

6.1

Appointment of the following audit committee members: Mr D G Eriksson

 895 110 000

100%

 357 606 210

98.05%

1.95%

0.20%

99.443%

0.56%

 1 252 716 210

71.45%

28.55%

6.2

Mr B J van der Ross

 895 110 000

100%

 355 031 887

77.25%

22.75%

0.79%

93.539%

6.46%

 1 250 141 887

71.60%

28.40%

6.3

Prof R C C Jafta

 895 110 000

100%

 355 033 522

77.24%

22.76%

0.79%

93.537%

6.46%

 1 250 143 522

71.60%

28.40%

7

To endorse the company's remuneration policy

 895 110 000

100%

 358 240 773

43.04%

56.96%

0.06%

83.721%

16.28%

 1 253 350 773

71.42%

28.58%

8

To approve the implementation of the remuneration policy as set out in the remuneration report

 895 110 000

100%

 358 240 492

52.24%

47.76%

0.06%

86.348%

13.65%

 1 253 350 492

71.42%

28.58%

9

Approval of general authority placing unissued shares under the control of the directors

 725 245 000

100%

 358 274 092

15.09%

84.91%

0.05%

71.925%

28.07%

 1 083 519 092

66.93%

33.07%

10

Approval of issue of shares for cash

 895 110 000

100%

 358 271 192

55.55%

44.45%

0.05%

87.293%

12.71%

 1 253 381 192

71.42%

28.58%

11

Authorisation to implement all resolutions adopted at the annual general meeting

 895 110 000

100%

 358 278 667

99.77%

0.23%

0.05%

99.934%

0.07%

 1 253 388 667

71.42%

28.58%


Special resolutions












1.1

Approval of remuneration of non-executive directors - proposed 31 March 2020: Board - chair

 895 110 000

100%

 357 604 289

98.89%

1.11%

0.20%

99.684%

0.32%

 1 252 714 289

71.45%

28.55%

1.2

Board - member

 895 110 000

100%

 357 604 289

99.59%

0.41%

0.20%

99.882%

0.12%

 1 252 714 289

71.45%

28.55%

1.3

Audit committee - chair

 895 110 000

100%

 357 604 007

96.38%

3.62%

0.20%

98.966%

1.03%

 1 252 714 007

71.45%

28.55%

1.4

Audit committee - member

 895 110 000

100%

 357 604 107

97.25%

2.75%

0.20%

99.214%

0.79%

 1 252 714 107

71.45%

28.55%

1.5

Risk committee - chair

 895 110 000

100%

 357 604 107

99.27%

0.73%

0.20%

99.792%

0.21%

 1 252 714 107

71.45%

28.55%

1.6

Risk committee - member

 895 110 000

100%

 357 604 241

99.86%

0.14%

0.20%

99.960%

0.04%

 1 252 714 241

71.45%

28.55%

1.7

Human resources and remuneration committee - chair

 895 110 000

100%

 357 604 241

98.95%

1.05%

0.20%

99.700%

0.30%

 1 252 714 241

71.45%

28.55%

1.8

Human resources and remuneration committee - member

 895 110 000

100%

 357 604 241

99.86%

0.14%

0.20%

99.960%

0.04%

 1 252 714 241

71.45%

28.55%

1.9

Nomination committee - chair

 895 110 000

100%

 357 570 011

99.84%

0.16%

0.21%

99.954%

0.05%

 1 252 680 011

71.46%

28.54%

1.10

Nomination committee - member

 895 110 000

100%

 357 570 011

99.86%

0.14%

0.21%

99.960%

0.04%

 1 252 680 011

71.46%

28.54%

1.11

Social and ethics committee - chair

 895 110 000

100%

 357 604 011

99.15%

0.85%

0.20%

99.756%

0.24%

 1 252 714 011

71.45%

28.55%

1.12

 Social and ethics committee - member

 895 110 000

100%

 357 604 011

99.74%

0.26%

0.20%

99.924%

0.08%

 1 252 714 011

71.45%

28.55%

1.13

Trustees of group share schemes/other personnel funds

 895 110 000

100%

 357 603 667

99.73%

0.27%

0.20%

99.923%

0.08%

 1 252 713 667

71.45%

28.55%

2

Approve generally the provision of financial assistance in terms of section 44 of the Act

 895 110 000

100%

 358 005 103

97.57%

2.43%

0.11%

99.307%

0.69%

 1 253 115 103

71.43%

28.57%

3

Approve generally the provision of financial assistance in terms of section 45 of the Act

 895 110 000

100%

 358 276 362

98.85%

1.15%

0.05%

99.672%

0.33%

 1 253 386 362

71.42%

28.58%

4

General authority for the company or its subsidiaries to acquire N ordinary shares in the company

 895 110 000

100%

 358 061 012

97.80%

2.20%

0.10%

99.372%

0.63%

 1 253 171 012

71.43%

28.57%

5

General authority for the company or its subsidiaries to acquire A ordinary shares in the company

 895 110 000

100%

 358 061 265

53.50%

46.50%

0.10%

86.714%

13.29%

 1 253 171 265

71.43%

28.57%

* 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. We pursue growth by building leading companies that empower people and enrich communities. We identify big societal needs with strong local dynamics that can transcend borders. We find great local businesses and then help the entrepreneurs accelerate their progress. We try and invest in the best opportunities early and drive global scale over time. Today, our companies and associates operate in more than 120 countries, affecting the everyday lives of millions of people. Around a fifth of the world's population uses the products and services of companies we've built and invested in, and many of these customers use the products of more than one of our companies.

 

Over the past year we accelerated revenue growth, delivering a robust 39% YoY increase to just over US$20bn, with ecommerce delivering almost US$3.6bn. Group trading profit rose at an even faster pace of 52% to US$3.4bn. Importantly, ecommerce - particularly our classifieds, payments and travel businesses - improved profitability significantly. Core headline earnings, the board's measure of operating performance, rose 72% to US$2.5bn.

 

We believe in the importance of engaging with and being responsive to our stakeholders and we have taken seriously the matters raised at our last AGM and through various engagements. I want to outline the progress we are making:

 

At Naspers we relentlessly pursue growth through technology and entrepreneurship. In the technology sector in which we operate competition is fierce, the pace of change is unprecedented, and the ability to anticipate change determines success or failure. It is gratifying that Naspers has been so successful in reinventing itself, evolving from a South African media company to one of the world's leading global tech companies.

 

Discount

We acknowledge that the discount of Naspers to its underlying assets is a source of frustration for shareholders. The discount has multiple drivers and will require multiple solutions, operationally and structurally.

 

We are proactively looking at opportunities for further value creation of our underlying businesses and have taken several steps over the past year to further lock in value. We have bolstered the balance sheet through asset sales to fund future growth have taken further steps to remove dilution for our shareholders from our share schemes and settling minority put option liabilities with Naspers shares. We remain focused and disciplined in how we allocate capital and evaluating existing assets. We have increased transparency, disclosure and engagement with shareholders.

 

Remuneration

On remuneration, we aim to be fair and responsible in our approach and align executive pay with shareholder value creation. We pay to attract and retain the best global tech talent because it is vital for our long-term success - these are the people who create great customer experiences that ultimately lead to shareholder returns. We also pay for performance and value creation - with bigger rewards for the highest contributions.

 

Since our last AGM, we have made a number of changes 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.

·    Introducing clawbacks on both short-term and longer-term incentives for the CEO and all his executive direct reports, and implementing a shareholding requirement for the CEO.

·    We announced a few months back that we would go to the market to purchase Naspers shares to cover the settlement of employee longer-term incentives, so that shareholders would not experience dilution as a result of these programmes.

 

We note the improvement in voting in respect of the remuneration policy and the majority of the N shareholders voting in favour of the implementation thereof. We have listened to and have incorporated a number of ideas on remuneration from our shareholders in the past 12 months which further align our interests. These are steps on a longer journey and we will continue to engage with our shareholders on these matters as we acknowledge there is more we can do.

 

Looking forward

In FY19 we will use our strong balance sheet to accelerate the growth of our classifieds, online food delivery and payments and fintech businesses globally, and to pursue other growth opportunities when they arise. The focus will be on innovation, particularly in the area of machine learning, navigating macroeconomic headwinds and managing costs in mature businesses. This will take our revenues from internet and ecommerce businesses from 80% to 100% in the next few years.

 

Good governance is essential to our long-term sustainability and we will continue to evaluate where governance can be improved. We will also take active measures to address the discount.

 

 

On behalf of the board I would like to thank everyone helping to grow this exceptional business.

 

Koos Bekker

 

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

[email protected]

 

 

 Cape Town

24 August 2018

Sponsor: Investec Bank Limited


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