Naspers Limited (“Naspers”) (JSE:NPN) (LSE:NPSN):

The 101st 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 annual general meeting 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 – 419 212 949

A ordinary shares – 712 131

Total votes exercisable by A and N shares: 1 131 343 949

Number of shares present/represented at the annual general meeting (being 62,03% of the total votable shares): 260 467 740 A and N ordinary shares.

Total votes present/represented at annual general meeting being 962 459 046 (85,07%) of total votes exercisable.

Details of the results of the voting are as follows:

  Votes

for

   Votes

against

   Votes abstained*
Number   % Number   % Number   %
Ordinary resolutions
1. Acceptance of annual financial

statements

961 798 750 99.93% - 0.00% 660 196 0.06%
2. Confirmation and approval of payment of dividends 961 984 763 99.95% - 0.00% 474 283 0.04%
3. Reappointment of PricewaterhouseCoopers Inc. as auditor 959 995 834 99.84% 1 048 032 0.11% 474 283 0.04%
4. To confirm the appointment of:
4.1 Mr S J Z Pacak as a non-executive director 936 385 450 97.31% 25 448 588 2.64% 474 080 0.04%
4.2 Mr M R Sorour as an executive director 944 879 597 98.21% 16 773 020 1.74% 474 080 0.04%
4.3 Mr J P Bekker as a non-executive director and chair 896 469 506 93.16% 64 768 598 6.73% 1 069 580 0.09%
5. To elect the following directors:
5.1 Mr C L Enenstein 958 028 744 99.54% 3 932 736 0.41% 474 080 0.04%
5.2 Mr D G Eriksson 958 000 830 99.54% 3 960 518 0.41% 474 080 0.04%
5.3 Mr T M F Phaswana 952 783 894 99.08% 8 224 367 0.86% 670 319 0.06%
5.4 Mr B J van der Ross 942 739 793 97.95% 18 548 968 1.93% 1 170 053 0.10%
6. Appointment of the following audit committee members:
6.1 Mr D G Eriksson 957 763 813 99.51% 3 833 707 0.40% 861 394 0.08%
6.2 Mr B J van der Ross 938 171 312 97.56% 20 033 975 2.08% 3 473 193 0.31%
6.3 Prof R C C Jafta 957 158 723 99.45% 4 629 872 0.48% 670 319 0.06%
7. To endorse the company’s remuneration policy 807 623 683 83.91% 142 063 768 14.76% 12 771 462 1.13%
8. Approval of general authority placing unissued shares under the control of the directors 634 565 925 76.54% 193 501 932 23.34% 1 041 034 0.09%
9. Approval of issue of shares for cash 835 706 288 87.30% 120 777 133 12.62% 791 493 0.07%
10. Approval of the new Naspers restricted stock plan trust deed 902 570 137 94.22% 53 303 492 5.56% 2 065 285 0.18%

11. Approve amendments to the MIH Holdings share trust deed, MIH (Mauritius) Limited share
trust deed and Naspers share incentive trust deed

835 415 876 86.81% 122 911 831 12.77% 3 969 641 0.35%
Special resolution number 1: Approval of the remuneration of the non-executive directors:
 
Proposed 31 March 2016
1.1 Board – chair 957 296 578 99.46% 3 693 432 0.38% 1 466 603 0.13%
1.2 Board – member 957 326 168 99.48% 3 514 667 0.37% 1 467 183 0.13%
1.3 Audit committee – chair 952 892 598 99.01% 8 874 253 0.92% 692 195 0.06%
1.4 Audit committee – member 958 269 050 99.56% 3 495 802 0.36% 692 195 0.06%
1.5 Risk committee – chair 957 495 495 99.48% 4 270 790 0.44% 692 195 0.06%
1.6 Risk committee – member 958 270 897 99.56% 3 495 802 0.36% 692 195 0.06%
1.7 Human resources and remuneration committee – chair 957 925 896 99.53% 3 838 956 0.40% 692 195 0.06%
1.8 Human resources and remuneration committee – member 958 179 048 99.56% 3 562 318 0.37% 692 195 0.06%
1.9 Nomination committee – chair 958 270 917 99.56% 3 495 802 0.36% 692 195 0.06%
1.10 Nomination committee – member 958 270 917 99.56% 3 495 802 0.36% 692 195 0.06%
1.11 Social and ethics committee – chair 958 269 050 99.56% 3 495 802 0.36% 692 195 0.06%
1.12 Social and ethics committee – member 958 109 351 99.56% 3 495 802 0.36% 692 195 0.06%
1.13 Trustees of group share schemes/other personnel funds 961 297 511 99.88% 470 289 0.05% 691 114 0.06%
1.14 Media24 pension fund – chair 961 369 179 99.89% 397 540 0.04% 692 195 0.06%
1.15 Media24 pension fund – trustee 961 368 745 99.89% 397 540 0.04% 692 195 0.06%
Proposed 31 March 2017
 
1.16 Approval of the remuneration of the non-executive directors 958 218 480 99.56% 1 147 781 0.12% 3 092 653 0.27%
Special resolution number 2: Approve generally the provision of financial assistance in terms of section 44 of the Act 878 215 988 91.26% 83 598 803 8.69% 484 292 0.04%
Special resolution number 3: Approve generally the provision of financial assistance in terms of section 45 of the Act 953 844 502 99.11% 8 137 657 0.85% 474 888 0.04%
Special resolution number 4: General authority for the company or its subsidiaries to acquire N ordinary shares in the company 946 374 648 98.33% 14 739 788 1.53% 1 344 478 0.12%
Special resolution number 5: General authority for the company or its subsidiaries to acquire A ordinary shares in the company 836 331 026 87.65% 116 301 172 12.19% 1 576 375 0.14%
12. Authorisation to implement all resolutions adopted at the annual general meeting 961 105 792 99.86% 661 507 0.07% 691 615 0.06%

* Abstentions are represented as a percentage of total exercisable votes.

Koos Bekker reported in his AGM address that Naspers posted a solid performance for the year 31 March 2015. The group’s strategy remained organic growth of existing businesses and limited acquisitions that add value to the group. He noted shareholders have already received copies of Naspers’s summarised financial results, which are also available on our website www.naspers.com.

Highlights of 2015 included:

  • Core headline earnings is what our board considers a reliable indicator of sustainable operating performance. This grew 30% in rand terms.
  • Revenue expanded 26% in rands, driven by solid growth in our internet, ecommerce and video-entertainment segments (previously pay television).
  • We invested some R11 billion in developing our ecommerce and video-entertainment segments.
  • In video-entertainment, we passed a milestone to reach 10,2 million households across Africa.
  • Our listed internet investments, Tencent and Mail.ru, were again key contributors to results.
  • During the year Naspers, Media24 and Die Burger newspaper celebrated centenaries with various functions.
  • With your approval, the annual gross dividend will be increased by 11% to 470c per listed N ordinary share, and to 94c per unlisted A ordinary share.

However, we also faced some challenges in 2015:

  • Technology developments are reshaping many industries. This requires us to attract the best people globally and be exceptionally nimble.
  • In Russia, Mail.ru was confronted with a turbulent environment and a weakening of the rouble. The rand also weakened.
  • Our print-media interests managed only marginal revenue growth in line with headwinds experienced by the print industry globally. The printing business Novus was successfully listed in March 2015.

We strengthened our position in most markets by investing in people, technology, content and marketing. This has allowed your group to grow ahead of competitors, and positions us well to succeed in the tough but vibrant markets where we operate.

We paid tribute to directors who served the Group with distinction. Our previous Chair, Ton Vosloo, during an illustrious career of 50 years in Naspers both led and chaired the group impressively. Among directors who retired this year, Boetie van Zyl was an eagle-eyed chair of the audit committee, while Yuanhe Ma and Fran du Plessis contributed greatly, as did Lourens Jonker and Neil van Heerden who have now also retired from the Media24 board. We thank them for superb contributions.

We appreciate the support of our shareholders over the past year. We also thanked all the Naspers partners and suppliers and associates in multiple countries in the world.

Lastly and most importantly, we appreciate deeply what our employees have contributed over the past year in enthusiasm, 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.