Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315122092
("Naspers" or "the company")
RESULTS OF ANNUAL GENERAL MEETING
Cape Town, 21 August 2020 - Naspers Limited (Naspers) (JSE: NPN, LSE: NPSN) The 106th annual general meeting (AGM) of Naspers Limited was held through electronic communication today.
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: 435 511 058
Total issued number of A ordinary shares: 961 193**
Treasury shares: 7,480,286
Number of ordinary shares that could have been voted at the meeting: 1 396 704 058**
Abbreviations: N ordinary shares (N Ord)
A ordinary shares (A Ord)
Details of voting results:
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A shares |
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N shares |
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Total A and N ord shares voted at the meeting |
Total |
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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 % |
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Ordinary resolutions |
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1 |
Acceptance of annual financial statements |
948,457,000 |
100.0% |
344,230,103 |
99.99% |
0.01% |
0.32% |
100.00% |
0.00% |
1292687103 |
73.37% |
26.63% |
|
2 |
Confirmation and approval of payment of dividends |
948,457,000 |
100.0% |
345,359,576 |
99.79% |
0.21% |
0.06% |
99.94% |
0.06% |
1293816576 |
73.31% |
26.69% |
|
3 |
Reappointment of PricewaterhouseCoopers Inc. as auditor |
948,457,000 |
100.0% |
345,352,353 |
71.22% |
28.78% |
0.06% |
92.32% |
7.68% |
1293809353 |
73.31% |
26.69% |
|
4.1 |
To confirm the appointment of the following persons as non-executive directors: Mrs M Girotra |
948,457,000 |
100.0% |
345,358,639 |
99.10% |
0.90% |
0.06% |
99.76% |
0.24% |
1293815639 |
73.31% |
26.69% |
|
4.2 |
Ms Y Xu |
948,457,000 |
100.0% |
345,358,639 |
99.90% |
0.10% |
0.06% |
99.97% |
0.03% |
1293815639 |
73.31% |
26.69% |
|
5.1 |
To elect the following directors: Mr D G Eriksson |
948,457,000 |
100.0% |
345,358,639 |
97.53% |
2.47% |
0.06% |
99.34% |
0.66% |
1293815639 |
73.31% |
26.69% |
|
5.2 |
Mr M R Sorour |
948,457,000 |
100.0% |
345,085,404 |
97.97% |
2.03% |
0.13% |
99.46% |
0.54% |
1293542404 |
73.32% |
26.68% |
|
5.3 |
Mrs E M Choi |
948,457,000 |
100.0% |
345,358,639 |
94.00% |
6.00% |
0.06% |
98.40% |
1.60% |
1293815639 |
73.31% |
26.69% |
|
5.4 |
Prof R C C Jafta |
948,457,000 |
100.0% |
345,352,572 |
72.31% |
27.69% |
0.06% |
92.61% |
7.39% |
1293809572 |
73.31% |
26.69% |
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6.1 |
Appointment of the following audit committee members: Mr D G Eriksson |
948,457,000 |
100.0% |
345,358,483 |
96.79% |
3.21% |
0.06% |
99.14% |
0.86% |
1293815483 |
73.31% |
26.69% |
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6.2 |
Prof R C C Jafta |
948,457,000 |
100.0% |
345,325,991 |
66.67% |
33.33% |
0.07% |
91.10% |
8.90% |
1293782991 |
73.31% |
26.69% |
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6.3 |
Mrs M Girotra |
948,457,000 |
100.0% |
345,358,089 |
99.34% |
0.66% |
0.06% |
99.82% |
0.18% |
1293815089 |
73.31% |
26.69% |
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6.3 |
Mr S J Z Pacak |
948,457,000 |
100.0% |
340,492,392 |
59.19% |
40.81% |
1.18% |
89.22% |
10.78% |
1288949392 |
73.58% |
26.42% |
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7 |
To endorse the company's remuneration policy |
948,457,000 |
100.0% |
342,749,907 |
38.41% |
61.59% |
0.66% |
83.65% |
16.35% |
1291206907 |
73.46% |
26.54% |
|
8 |
To approve the implementation of the remuneration policy as set out in the remuneration report |
948,457,000 |
100.0% |
344,508,923 |
36.74% |
63.26% |
0.26% |
83.15% |
16.85% |
1292965923 |
73.36% |
26.64% |
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9 |
To approve amendments to the trust deed constituting the Naspers Restricted Stock Plan Trust and the share scheme |
948,457,000 |
100.0% |
345,042,923 |
98.28% |
1.72% |
0.13% |
99.54% |
0.46% |
1293499923 |
73.32% |
26.68% |
|
10 |
To approve amendments to the consolidated deed constituting the MIH Services FZ LLC Share Trust and the share scheme envisaged by such trust deed |
948,457,000 |
100.0% |
345,039,223 |
99.16% |
0.84% |
0.14% |
99.77% |
0.23% |
1293496223 |
73.33% |
26.67% |
|
11 |
To approve amendments to the consolidated deed constituting the MIH Holdings Share Trust and the share scheme envisaged by such trust deed |
948,457,000 |
100.0% |
345,039,223 |
99.45% |
0.55% |
0.14% |
99.85% |
0.15% |
1293496223 |
73.33% |
26.67% |
|
12 |
To approve amendments to the consolidated deed constituting the Naspers Share Incentive Trust and the share scheme envisaged by such trust deed |
948,457,000 |
100.0% |
345,039,364 |
99.54% |
0.46% |
0.14% |
99.88% |
0.12% |
1293496364 |
73.33% |
26.67% |
|
13 |
Approval of general authority placing unissued shares under the control of the directors |
768,469,000 |
100.0% |
345,329,277 |
11.89% |
88.11% |
0.07% |
72.68% |
27.32% |
1113798277 |
69.00% |
31.00% |
|
14 |
Approval of issue of shares for cash |
948,457,000 |
100.0% |
345,351,029 |
49.51% |
50.49% |
0.06% |
86.52% |
13.48% |
1293808029 |
73.31% |
26.69% |
|
15 |
Authorisation to implement all resolutions adopted at the annual general meeting
|
948,457,000 |
100.0% |
345,358,393 |
99.03% |
0.97% |
0.06% |
99.74% |
0.26% |
1293815393 |
73.31% |
26.69% |
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Special resolutions |
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1.1 |
Approval of remuneration of non-executive directors - proposed 31 March 2020: Board - chair
|
948,457,000 |
100.0% |
345,352,818 |
99.68% |
0.32% |
0.06% |
99.92% |
0.08% |
1293809818 |
73.31% |
26.69% |
|
1.2 |
Board - member |
948,457,000 |
100.0% |
345,334,473 |
99.65% |
0.35% |
0.07% |
99.91% |
0.09% |
1293791473 |
73.31% |
26.69% |
|
1.3 |
Audit committee - chair |
948,457,000 |
100.0% |
345,352,816 |
99.46% |
0.54% |
0.06% |
99.86% |
0.14% |
1293809816 |
73.31% |
26.69% |
|
1.4 |
Audit committee - member |
948,457,000 |
100.0% |
345,352,816 |
99.66% |
0.34% |
0.06% |
99.91% |
0.09% |
1293809816 |
73.31% |
26.69% |
|
1.5 |
Risk committee - chair |
948,457,000 |
100.0% |
345,352,816 |
99.69% |
0.31% |
0.06% |
99.92% |
0.08% |
1293809816 |
73.31% |
26.69% |
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1.6 |
Risk committee - member |
948,457,000 |
100.0% |
345,352,816 |
99.70% |
0.30% |
0.06% |
99.92% |
0.08% |
1293809816 |
73.31% |
26.69% |
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1.7 |
Human resources and remuneration committee - chair |
948,457,000 |
100.0% |
345,352,838 |
99.69% |
0.31% |
0.06% |
99.92% |
0.08% |
1293809838 |
73.31% |
26.69% |
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1.8 |
Human resources and remuneration committee - member |
948,457,000 |
100.0% |
345,352,818 |
99.70% |
0.30% |
0.06% |
99.92% |
0.08% |
1293809818 |
73.31% |
26.69% |
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1.9 |
Nomination committee - chair |
948,457,000 |
100.0% |
345,352,818 |
99.69% |
0.31% |
0.06% |
99.92% |
0.08% |
1293809818 |
73.31% |
26.69% |
|
1.10 |
Nomination committee - member |
948,457,000 |
100.0% |
345,356,518 |
99.70% |
0.30% |
0.06% |
99.92% |
0.08% |
1293813518 |
73.31% |
26.69% |
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1.11 |
Social and ethics committee - chair |
948,457,000 |
100.0% |
345,356,516 |
99.69% |
0.31% |
0.06% |
99.92% |
0.08% |
1293813516 |
73.31% |
26.69% |
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1.12 |
Social and ethics committee - member |
948,457,000 |
100.0% |
345,356,516 |
99.70% |
0.30% |
0.06% |
99.92% |
0.08% |
1293813516 |
73.31% |
26.69% |
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1.13 |
Trustees of group share schemes/other personnel funds |
948,457,000 |
100.0% |
345,356,509 |
99.68% |
0.32% |
0.06% |
99.91% |
0.09% |
1293813509 |
73.31% |
26.69% |
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2 |
Approve generally the provision of financial assistance in terms of section 44 of the Act |
948,457,000 |
100.0% |
344,820,227 |
96.67% |
3.33% |
0.19% |
99.11% |
0.89% |
1293277227 |
73.34% |
26.66% |
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3 |
Approve generally the provision of financial assistance in terms of section 45 of the Act |
948,457,000 |
100.0% |
345,357,761 |
98.55% |
1.45% |
0.06% |
99.61% |
0.39% |
1293814761 |
73.31% |
26.69% |
|
4 |
General authority for the company or its subsidiaries to acquire N ordinary shares in the company |
948,457,000 |
100.0% |
345,156,910 |
95.57% |
4.43% |
0.11% |
98.82% |
1.18% |
1293613910 |
73.32% |
26.68% |
|
5 |
General authority for the company or its subsidiaries to acquire A ordinary shares in the company |
948,457,000 |
100.0% |
345,261,070 |
72.21% |
27.79% |
0.08% |
92.58% |
7.42% |
1293718070 |
73.31% |
26.69% |
|
6 |
Granting the Specific Repurchase Authority |
948,457,000 |
100.0% |
342,121,506 |
51.70% |
48.30% |
0.81% |
87.20% |
12.80% |
1290578506 |
73.49% |
26.51% |
* 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:
A transformational year
This was a truly transformational year: the successful listing of Prosus sets the company on a path to generating even more value for our stakeholders in the future.
Clear focus and direction
For many years now, we have concentrated on creating value by improving people's lives around the world. At heart, we are entrepreneurs who want to make a positive impact. We do this through a combination of being focused and disciplined, remaining open to opportunity and change, and always looking to grow and create long-term sustainable value in a responsible way.
We continue to transform our group - investing in new and existing businesses and creating innovative technology-enabled products and services. As ever, we focus on backing entrepreneurs, technology and business concepts that meet fundamental human needs. This is at the core of how we create sustainable value for all our stakeholders.
In our highly dynamic, fast changing, high-growth world, we never lose sight of our commitment to good governance. We aim to conduct the group's business with integrity, applying appropriate corporate governance policies and principles. We are building on our commitment to sustainability and we continually evaluate where to improve governance.
Strong performance
Naspers ended the year in a position of strength, with accelerating revenue in our e-commerce portfolio, improved profitability and a substantial net cash position which provides us with ample liquidity. This is an enviable position during normal times - but it is truly differentiating in today's climate. As the world continues to confront the global Covid-19 crisis, some core trends directly related to our business are accelerating and solidifying. The data that we see shows that consumers are consistently increasing their online activity and spending. We believe that this change is structural, so as a 100% online business, we expect Prosus to emerge from the crisis even stronger.
Revenue grew 23% year on year, with e-commerce growing 32% to US$4.7 billion, a 6% acceleration on last year. Profitability improved by (13%)17% even as we significantly stepped up our investment in Food Delivery. Profitability was mainly driven by Classifieds and Payments & Fintech, which remained profitable at the core. We are investing further to expand our ecosystem and routes in both these segments. Excluding the increased investments in Food Delivery, and Payments and Fintech as well as acquisitions and disposals, ecommerce trading losses reduced by 24% or US$76m in local currency.
Taking each of our core segments in turn: Classifieds grew revenues 48%(37%) year on year and trading profit US$44 million despite the step up in the investment to build out our transaction business, which is growing fast - up 282%(164%) year on year. Our Food Delivery business is scaling driven by strong demand and order growth. We have also seen signs of improved efficiency and customer acquisition. Revenue increased 99%(105%) to US$751 million. Trading losses increased to US$624 million reflecting continued investment in growth. Turning to Payments & Fintech, PayU grew revenue 19% (21%) year on year. In India, revenue grew even faster at 29%(31%) year over year. India continues to be a key focus for Ventures - the underlying market drivers represent significant potential. In the last financial year, we invested in Meesho and ElasticRun, and in the previous year we invested in BYJU'S. So far, we have invested about US$855 million in our Ventures portfolio. Our edtech investments, for example in BYJU's and Brainly, are by a significant margin the largest in the Ventures portfolio. Covid-19 is accelerating the demand and impact of edtech and this creates an opportunity for us.
We had another good year with Tencent. The company continued to grow strongly. Our share of Tencent revenue and trading profit grew 21% and 22% respectively.
Committed to our strategy
We remain firmly committed to our strategy - it is a real differentiator. We are active participants in our investments and we have become increasingly close to our partners during the crisis, to ensure we support them. Being both an operator and investor helps us to prioritise and share best practises at a very concrete level. We always take a long-term view and our focus remains on building sustainable leadership positions across our core segments. This is key to attaining profitability on a sustainable basis. Through the year, we invested US$1.3 billion in Food Delivery, Classifieds, Payments & Fintech, and Ventures. We continue to be highly disciplined in our capital allocation.
During the year we considered over 5,000 potential deals and executed on 54. (We have also walked away from high profile transactions where it was the right thing to do.)
Commitment to South Africa
Following the Prosus listing, Naspers is still the largest South African company on the JSE. We are one of the foremost investors in the South African technology sector, with the country's leading etailer and its leading print and digital media business. Through Naspers Foundry we aim to invest R1.4bn in the next generation of outstanding South African tech start-ups in the coming years. And Naspers Labs is pioneering an innovative hyper-local programme to tackle youth unemployment.
We also continue to contribute significantly in terms of tax: in total, Naspers group paid R13.2bn in taxes in South Africa during the year. In April 2020 we donated R1.5bn in emergency aid to the government's response to the Covid-19 crisis. This comprised R500m to the Solidarity Response Fund announced by President Cyril Ramaphosa, and R1bn of personal protective equipment and other medical supplies, which we sourced in China, in partnership with the Chinese government and Tencent, to support South Africa's health workers. This included the logistics to fly the equipment to South Africa and, in conjunction with the South African government, the distribution to medical facilities across the country.
Aligning remuneration to performance and value creation
We aim to attract, motivate and retain the best people to create sustainable shareholder value. Our people are at the heart of our success. We operate in a highly competitive global market for the digital talent we need. To attract and retain the best and achieve our goals, we focus on pay for performance, encourage ownership and an entrepreneurial spirit in our teams around the world, and align management compensation with the creation of shareholder value over time.
As a strategic investor and operator we focus on long-term value creation by building leading technology companies that improve people's daily lives in high-growth markets. As a global consumer internet group, we are one of the largest technology investors in the world. Our business moves fast as technology trends and consumer adoption change, and we seek to run businesses that have broad potential, can address big societal needs and can attain market leadership over time.
Our executives continue to be compensated based on both Naspers and Prosus performance.
This year, 60% of the longer-term incentive awards (LTIs) to senior executives will be made in performance share units (PSUs), which will vest after three years only if key performance metrics are met. PSUs, as part of our remuneration toolkit, including share options (SOs) and share appreciation rights (SARs), create a truly balanced mix of LTIs with value-based performance hurdles that will help drive the right longer-term outcomes for stakeholders.
Below the executive level, we are using restricted share units (RSUs) more broadly across the organisation, to better align our compensation practices with our peers and increase opportunity for employees to own shares in the company. RSUs will be complemented with SAR allocations on our unlisted assets, to further align incentives to performance delivery and value creation.
Societal fairness is very important to us, particularly as we operate in developing economies where socioeconomic disparity can be large. We take our responsibilities in that respect seriously and ensure that our pay practices around the world are fair and competitive. And pay is an important aspect, but not the only consideration. In general, our people join us because of the opportunity to do meaningful work where they have the opportunity to make a difference, to learn and grow.
We will continue to engage closely with our stakeholders - listening and responding to feedback and above all, focusing on strongly aligning our remuneration to Naspers's strategy and performance.
Looking forward with confidence
Our core objectives are unchanged and strong market dynamics underpin our structural growth. We are clear about where we are heading in the interests of our shareholders and all our stakeholders. So, the fundamentals are strong and we have real momentum.
CAPE TOWN
21 August 2020
Sponsor: Investec Bank Limited
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For more information contact:
1. |
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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.
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 in the country. These include Takealot, Mr D Food, Superbalist, OLX, Autotrader, Property24 and PayU, in addition to Media24, South Africa's leading print and digital media business.
Naspers is also focused on stimulating South Africa's local tech sector through Naspers Foundry. This is a R1.4 billion investment targeting early stage technology companies in South Africa that seek to address big societal needs. To help address youth unemployment in impoverished communities, in 2019, Naspers launched Naspers Labs, a social impact programme for young, unemployed South Africans aged between 17 and 25. Located in low income, urban settings, Naspers Labs provide a structured development journey enabling young people to enter the economy.
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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
