[August 25, 2017] |
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Naspers Limited: Results of Annual General Meeting
Naspers (News - Alert) 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:
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Votes
for
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Votes
against
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Votes abstained*
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Number
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%
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Number
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%
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Number
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%
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Ordinary resolutions
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1 Acceptance of annual ?nancial tatements
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1 236 839 246
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99,62%
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4 309 189
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0,35%
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461 744
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0,03%
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2 Con?rmation and approval of payment of dividends
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1 236 742 673
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99,63%
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4 330 624
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0,35%
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289 244
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0,02%
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3 Reappointment of PricewaterhouseCoopers (News - Alert) Inc. as auditor
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1 166 168 847
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93,93%
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75 041 260
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6,04%
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289 315
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0,02%
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4 To confirm the appointment of Ms E M Choi as a non- executive
director
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1 236 241 034
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99,58%
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4 379 109
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0,35%
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875 638
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0,07%
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5 To elect the following directors:
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5.1 Mr J P Bekker
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1 213 777 344
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97,77%
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26 583 624
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2,14%
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1 057 295
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0,08%
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5.2 Mr S J Z Pacak
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1 231 438 984
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99,19%
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8 923 980
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0,72%
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1 136 957
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0,08%
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5.3 Mr T M F Phaswana
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1 211 576 458
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97,62%
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28 417 367
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2,29%
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1 168 770
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0,09%
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5.4 Mr B J van der Ross
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1 204 345 320
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97,02%
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34 360 721
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2,77%
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2 567 634
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0,19%
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5.4 Prof R C C Jafta
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1 188 240 731
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95,73%
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51 784 533
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4,17%
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1 168 120
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0,09%
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6 Appointment of the following audit committee members:
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6.1 Mr D G Eriksson
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1 233 115 549
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99,35%
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5 198 474
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0,42%
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2 846 491
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0,21%
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6.2 Mr B J van der Ross
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1 158 965 588
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93,34%
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79 681 748
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6,42%
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2 958 478
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0,22%
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6.3 Prof R C C Jafta
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1 152 204 072
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92,81%
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86 549 367
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6,97%
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2 748 889
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0,20%
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7 To endorse the company's remuneration policy
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979 646 523
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78,92%
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228 727 253
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18,43%
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32 882 812
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2,44%
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8 Approval of general authority placing unissued shares under the
control of the directors
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850 763 485
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75,47%
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254 494 256
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22,58%
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22 068 613
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1,64%
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9 Approval of issue of shares for cash
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1 087 989 046
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87,68%
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134 255 267
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10,82%
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18 566 340
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1,38%
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10 Approval of amendements to the deeds for the Naspers Share
Incentive Trust, the MIH Services fz llc Share Trust (formerly
the MIH (Mauritius) Limited share trust deed) and the
MIH Holdings Share Trust
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1 095 673 767
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88,25%
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126 161 213
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10,16%
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19 680 944
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1,46%
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11 Authorisation to implement all resolutions adopted at the annual
general meeting
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1 233 495 809
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99,36%
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7 148 777
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0,58%
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818 653
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0,06%
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Special resolution number 1: Approval of remuneration of non- executive
directors:
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Proposed 31 March 2018
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1.1 Board - chair
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1 214 805 275
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97,86%
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25 194 597
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2,03%
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1 423 281
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0,11%
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1.2 Board - member
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1 215 146 204
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97,96%
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23 829 218
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1,92%
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1 452 882
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0,11%
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1.3 Audit committee - chair
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1 212 886 002
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97,70%
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27 160 697
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2,19%
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1 423 446
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0,11%
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1.4 Audit committee - member
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1 217 427 263
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98,07%
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22 503 516
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1,81%
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1 423 246
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0,11%
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1.5 Risk committee - chair
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1 215 817 768
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98,04%
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22 927 652
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1,85%
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1 423 287
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0,11%
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1.6 Risk committee - member
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1 218 910 845
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98,19%
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21 066 734
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1,70%
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1 423 246
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0,11%
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1.7 Human resources and remuneration committee - chair
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1 216 115 308
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97,96%
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23 908 021
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1,93%
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1 457 322
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0,11%
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1.8 Human resources and remuneration committee - member
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1 215 929 539
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97,94%
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24 138 670
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1,94%
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1 423 287
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0,11%
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1.9 Nomination committee - chair
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1 219 142 121
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98,29%
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19 775 994
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1,59%
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1 453 497
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0,11%
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1.10 Nomination committee - member
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1 218 892 402
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98,19%
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21 061 889
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1,70%
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1 452 847
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0,11%
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1.11 Social and ethics committee - chair
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1 219 125 283
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98,20%
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20 831 445
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1,68%
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1 452 847
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0,11%
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1.12 Social and ethics committee - member
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1 218 982 487
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98,19%
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21 062 095
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1,70%
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1 452 847
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0,11%
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1.13 Trustees of group share schemes/other personnel
funds
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1 218 713 078
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98,18%
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21 178 547
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1,71%
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1 452 888
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0,11%
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Special resolution number 2: Approve generally the provision of
financial assistance in terms of section 44 of the Act
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1 123 932 798
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90,61%
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97 311 653
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7,84%
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19 188 702
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1,43%
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Special resolution number 3: Approve generally the provision of
financial assistance in terms of section 45 of the Act
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1 232 743 654
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99,29%
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7 876 659
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0,63%
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912 129
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0,07%
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Special resolution number 4: General authority for the company
or its subsidiaries to
acquire N ordinary shares in the company
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1 211 437 741
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97,58%
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29 535 857
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2,38%
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462 944
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0,03%
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Special resolution number 5: General authority for the company
or its subsidiaries to acquire A ordinary shares in the company
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1 076 947 427
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86,74%
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139 413 008
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11,23%
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25 233 114
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1,88%
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* 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:
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Revenue rose 29%. So that's how much faster the engine turned.
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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.
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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.
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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.
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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.
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Our smaller Media24 business is in the process of transferring its
technology from print to electronic.
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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:
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Around the world, Naspers competes against the likes of Google,
Facebook (News - Alert) 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!
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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.
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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.
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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.
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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.
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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/
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