Naspers Limited (Naspers) (JSE: NPN, LSE: NPSN) The 103rd annual
general meeting (AGM) of Naspers Limited was held this morning in
the Media24 Centre at 40 Heerengracht, 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:
Issued share capital:
N ordinary shares – 438 280 262
A ordinary shares – 907 128
Total votes exercisable by A and N shares: 1 345 408
262
Number of shares present/represented at the AGM (being 78,82% of
the total votable shares): 346 154 531 A and N ordinary
shares.
Total votes present/represented at AGM being 1 241 610
179 (92,29%) of total votes exercisable.
Details of voting results:
Votes
for
Votes
against
Votes abstained* Number %
Number % Number %
Ordinary resolutions
1 Acceptance of annual
financialtatements
1 236 839 246 99,62% 4 309 189 0,35% 461 744 0,03%
2 Confirmation and approval ofpayment of
dividends
1 236 742 673 99,63% 4 330 624 0,35% 289 244 0,02%
3 Reappointment ofPricewaterhouseCoopers
Inc.as auditor
1 166 168 847 93,93% 75 041 260 6,04% 289 315 0,02%
4 To confirm the appointmentof Ms E M Choi
as a non-executive director
1 236 241 034 99,58% 4 379 109 0,35% 875 638 0,07%
5 To elect the followingdirectors:
5.1 Mr J P Bekker 1 213 777 344 97,77% 26 583 624 2,14% 1 057 295
0,08% 5.2 Mr S J Z Pacak 1 231 438 984 99,19% 8 923 980 0,72% 1 136
957 0,08% 5.3 Mr T M F Phaswana 1 211 576 458 97,62% 28 417 367
2,29% 1 168 770 0,09% 5.4 Mr B J van der Ross 1 204 345 320 97,02%
34 360 721 2,77% 2 567 634 0,19% 5.4 Prof R C C Jafta 1 188 240 731
95,73% 51 784 533 4,17% 1 168 120 0,09%
6 Appointment of the followingaudit
committee members:
6.1 Mr D G Eriksson 1 233 115 549 99,35% 5 198 474 0,42% 2 846 491
0,21% 6.2 Mr B J van der Ross 1 158 965 588 93,34% 79 681 748 6,42%
2 958 478 0,22% 6.3 Prof R C C Jafta 1 152 204 072 92,81% 86 549
367 6,97% 2 748 889 0,20%
7 To endorse the company’sremuneration
policy
979 646 523 78,92% 228 727 253 18,43% 32 882 812 2,44%
8 Approval of general authorityplacing
unissued shares underthe control of the directors
850 763 485 75,47% 254 494 256 22,58% 22 068 613 1,64% 9 Approval
of issue of shares for cash 1 087 989 046 87,68% 134 255 267 10,82%
18 566 340 1,38%
10 Approval of amendements tothe deeds for
the NaspersShare Incentive Trust, the MIHServices fz llc Share
Trust(formerly the MIH (Mauritius)Limited share trust deed) andthe
MIH Holdings Share Trust
1 095 673 767 88,25% 126 161 213 10,16% 19 680 944 1,46%
11 Authorisation to implementall
resolutions adopted at theannual general meeting
1 233 495 809 99,36% 7 148 777 0,58% 818 653 0,06%
Special resolution number 1:Approval of
remuneration of non-executive directors:
Proposed 31 March 2018 1.1 Board – chair 1 214 805 275
97,86% 25 194 597 2,03% 1 423 281 0,11% 1.2 Board – member 1 215
146 204 97,96% 23 829 218 1,92% 1 452 882 0,11% 1.3 Audit committee
– chair 1 212 886 002 97,70% 27 160 697 2,19% 1 423 446 0,11% 1.4
Audit committee – member 1 217 427 263 98,07% 22 503 516 1,81% 1
423 246 0,11% 1.5 Risk committee – chair 1 215 817 768 98,04% 22
927 652 1,85% 1 423 287 0,11% 1.6 Risk committee – member 1 218 910
845 98,19% 21 066 734 1,70% 1 423 246 0,11%
1.7 Human resources andremuneration
committee –chair
1 216 115 308 97,96% 23 908 021 1,93% 1 457 322 0,11%
1.8 Human resources andremuneration
committee –member
1 215 929 539 97,94% 24 138 670 1,94% 1 423 287 0,11%
1.9 Nomination committee –chair
1 219 142 121 98,29% 19 775 994 1,59% 1 453 497 0,11%
1.10 Nomination committee –member
1 218 892 402 98,19% 21 061 889 1,70% 1 452 847 0,11%
1.11 Social and ethicscommittee –
chair
1 219 125 283 98,20% 20 831 445 1,68% 1 452 847 0,11%
1.12 Social and ethicscommittee –
member
1 218 982 487 98,19% 21 062 095 1,70% 1 452 847 0,11%
1.13 Trustees of group
shareschemes/otherpersonnel funds
1 218 713 078 98,18% 21 178 547 1,71% 1 452 888 0,11%
Special resolution number 2:Approve
generally the provisionof financial assistance in terms ofsection
44 of the Act
1 123 932 798 90,61% 97 311 653 7,84% 19 188 702 1,43%
Special resolution number 3:Approve
generally the provisionof financial assistance in terms ofsection
45 of the Act
1 232 743 654 99,29% 7 876 659 0,63% 912 129 0,07%
Special resolution number 4:General
authority for thecompany or its subsidiaries to
acquire N ordinary shares in
thecompany
1 211 437 741 97,58% 29 535 857 2,38% 462 944 0,03%
Special resolution number 5:General
authority for thecompany or its subsidiaries toacquire A ordinary
shares in thecompany
1 076 947 427 86,74% 139 413 008 11,23% 25 233 114 1,88%
* Abstentions are represented as a percentage of total
exercisable votes.
In his AGM address to shareholders, Koos Bekker, chair of
Naspers, noted highlights as follows:
“Welcome to the many long-term investors and shareholders I see
in the audience: thank you for your generous support over many
years. Which of you were shareholders when Naspers listed in 1994?
And when, after the dotcom bubble bust, our share price dropped to
below R12 in March 2002? The value of such long-term loyalty is
that we could take risks that other companies dared not: some of
those paid off. Thank you for your support through thick and thin,
through hell and high water.
A few highlights of performance:
- Revenue rose 29%. So that’s how much
faster the engine turned.
- In the view of our board, the single
best benchmark for profit is core headline earnings, where
accounting funnies are removed. Last year that grew 41% to
US$1.75bn.
- Some drivers of growth stand out:
firstly, our interest in listed investments Tencent, and to a
lesser extent, Mail.ru, both companies that themselves publish
extensive information.
- Secondly, growth in ecommerce. Our
classified businesses – that some media were skeptical of – are
starting to shape up nicely in several markets. And a few other
internet segments like payments, food delivery and e-tailing hold
promise if we can beat some tough competitors.
- Our video business felt the impact of
economic volatility in South African and the oil producers in
Africa. We do hope that Africa will surmount its problems and rise
as a great continent.
- Our smaller Media24 business is in the
process of transferring its technology from print to
electronic.
- We will ask your approval to list the
annual gross dividend by 12% to R5.80 per listed N ordinary share.
A fifth of that per unlisted A ordinary share.
Some comments on the environment:
- Around the world, Naspers competes
against the likes of Google, Facebook and Amazon – all many times
our scale. However, regulators in some markets still think in terms
of setting up competitors in each sector in their country. That’s
not how things work anymore: we are competing against monsters from
California. Please support us because we create employment
locally!
- We also pay taxes locally. Last year we
paid US$825 million (or R10 billion rand) to various countries
where we do business – five times the amount we distributed to
shareholders in dividends. I repeat: five times.
- Across 120 countries and markets,
millions of people are using our services to improve their quality
of life. Sometimes we entertain or inform families, sometimes we
enable people to communicate or to trade with each other.
The corporate climate for public companies is also changing, and
not always for the better. For example, our practices are now rated
by agencies some of whom never visit us, never ran internet or
media companies themselves, but compare our various ratios off the
shelf with those of property companies or mines. And then several
institutional investors follow their guidance blindly. That is
truly not wise.
Companies very seldom go under because of a failure of
governance. The latter is a hygiene factor: necessary but not
sufficient. Most enterprises that fail were outperformed by tougher
fighters, or lost their consumers, or fell behind technologically.
To use a sports metaphor: of course Real Madrid needs governance,
but washing their hands after going to the toilet doesn’t by itself
make them the best football club in the world. What really
differentiates them is Christiano Ronaldo and his mates, their
relentless practice and invention: their flair and risk-taking on
the field. And if you want Ronaldo, you’re gonna pay for him. The
competition for the best engineers and entrepreneurs is fierce and
expensive, but in our game without good players you’re dead.
We have always enjoyed engaging with shareholders and getting
their views, some quite useful. May I briefly deal with 3 recurrent
themes that are less productive.
- Firstly, for two decades we have
received advice from short-term traders to buy back our own shares.
Of course such action will spike our share price for a few weeks,
then investors will work out that a growth company like ours
consumes cash and can’t keep on buying back its own stock.
Whereupon the share price will drop back. By that time, of course,
the short-term operator that planted this idea would have long ago
sold his Naspers shares and run off. And loyal long-term
shareholders like you will be left holding the can, which can will
then be empty of cash.
- A second recurrent theme is that we
should sell Tencent shares. We started getting that advice from the
day Tencent listed in 2004, at the equivalent of less than one HK$
(considering the later share split). Then the shares went to HK$20,
then 100. We kept getting the same demand, even from people who had
never visited China. For example, had we given in to that advice
even 5 years ago, we would have sold at the equivalent of HK$ 45.
Except today the price is HK$ 325. Fact is: each time our board
evaluated Tencent, we concluded at that moment it’s still the best
use for our money. And today we see no reason yet to change.
- A third and last theme is obsessing
about the so-called “discount” of the Naspers share price to
theoretical calculations of its sum-of-the-parts. If one broke up
the company, you could instantly get more for the constituents.
That would also be true of most composite companies like ours. But
there is strength in being one large group rather than a series of
small outfits. The best evidence: over the past years the big 5
tech companies in Silicon Valley far, far outperformed the
aggregate of their small competitors. The same was true of the tech
big 3 in China. This theoretical problem of a so-called discount
need not bother the long-term investor. Let me give an example. If
we broke up Naspers 5 years ago, and we then got a premium of 33%
more for the various parts, each Naspers shareholder would have
received $77 in cash. But today your Naspers share is worth three
times more. Which would a sensible long-term investor prefer? And
over five years hence the share will hopefully appreciate further.
In short, your Naspers share that opened at $6 on listing in 1994,
had grown to $220 today.
And that’s what we are aiming for on behalf of our shareholders:
long term growth. We are really not interested in fads and funnies
to make a quick buck.
Let me thus thank you with great sincerity for your constant
support as long-term shareholders over many years.
We also thank our partners, our suppliers and associates around
the world.
Most importantly, we deeply appreciate what our thousands of
skilled people in many countries have contributed over the past
year in enthusiasm, in energy and enterprise.”
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.
Sponsor: Investec Bank Limited
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170825005396/en/
Naspers LimitedMeloy HornHead of investor
relationsNaspers+27 11 289 3320+27 82 772
7123meloy.horn@naspers.com
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