[August 26, 2016] |
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Naspers Limited: Results of Annual General Meeting
Naspers (News - Alert) Limited (Naspers) (JSE: NPN, LSE: NPSN) The 102nd 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 - 438 036 121
A ordinary shares - 907 128
Total votes exercisable by A and N shares: 1 345 164 121
Number of shares present/represented at the AGM (being 79,02% of the
total votable shares): 346 831 851 A and N ordinary shares.
Total votes present/represented at AGM being 1 204 568 256 (89,55%) 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 statements
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1 204 219 556
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99.97%
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-
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0.00%
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348 700
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0.03%
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2 Con?rmation and approval of payment of dividends
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1 204 405 749
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99.99%
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-
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0.00%
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162 507
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0.01%
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3 Reappointment of PricewaterhouseCoopers (News - Alert) Inc. as auditor
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1 133 742 243
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94.12%
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67 306 218
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5.59%
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3 519 795
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0.26%
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4 To confirm the appointment of:
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4.1 Mr HJ du Toit as a non- executive director
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1 202 766 312
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99.85%
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1 001 474
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0.08%
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800 470
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0.06%
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4.2 Mr G Liu as a non-executive director
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1 203 828 265
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99.94%
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58 080
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0.00%
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681 911
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0.05%
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5 To elect the following directors:
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5.1 Mr FLN Letele
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1 199 839 539
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99.61%
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3 162 969
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0.26%
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1 565 748
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0.12%
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5.2 Mr R Oliveira de Lima
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1 194 639 484
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99.18%
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8 534 033
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0.71%
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1 394 739
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0.10%
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5.3 Mr JDT Stofberg
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1 200 890 402
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99.69%
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2 943 213
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0.24%
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734 641
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0.05%
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5.4 Prof D Meyer
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1 203 004 306
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99.87%
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881 759
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0.07%
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682 191
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0.05%
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6 Appointment of the following audit committee members:
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6.1 Mr DG Eriksson
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1 200 655 987
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99.68%
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3 230 078
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0.27%
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682 191
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0.05%
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6.2 Mr BJ van der Ross
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1 123 272 811
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93.25%
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78 864 844
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6.55%
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2 430 601
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0.18%
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6.3 Prof RCC Jafta
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1 196 441 705
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99.33%
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7 446 021
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0.62%
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680 530
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0.05%
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7 To endorse the company's remuneration policy
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946 789 592
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78.60%
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217 065 357
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18.02%
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40 713 307
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3.03%
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8 Approval of general authority placing unissued shares
under the control of the directors
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843 674 501
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78.76%
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209 715 817
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19.58%
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17 827 938
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1.33%
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9 Approval of issue of shares for cash
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1 054 702 534
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87.56%
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132 389 766
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10.99%
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17 475 956
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1.30%
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10 Authorisation to implement all resolutions adopted at the
annual general meeting
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1 202 143 097
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99.80%
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1 854 274
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0.15%
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570 885
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0.04%
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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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1 198 591 502
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99.50%
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5 405 589
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0.45%
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571 165
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0.04%
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1.2 Board - member
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1 188 401 415
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98.66%
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15 595 676
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1.29%
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571 165
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0.04%
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1.3 Audit committee - chair
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1 191 784 344
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98.94%
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12 212 747
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1.01%
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571 165
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0.04%
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1.4 Audit committee - member
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1 192 415 258
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98.99%
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11 581 833
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0.96%
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571 165
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0.04%
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1.5 Risk committee - chair
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1 192 831 313
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99.03%
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11 165 778
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0.93%
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571 165
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0.04%
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1.6 Risk committee - member
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1 192 988 770
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99.04%
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11 008 321
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0.91%
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571 165
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0.04%
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1.7 Human resources and remuneration committee - chair
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1 192 831 313
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99.03%
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11 165 778
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0.93%
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571 165
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0.04%
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1.8 Human resources and remuneration committee - member
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1 192 988 770
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99.04%
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11 008 321
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0.91%
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571 165
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0.04%
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1.9 Nomination committee - chair
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1 192 988 770
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99.04%
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11 008 321
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0.91%
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571 165
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0.04%
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1.10 Nomination committee - member
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1 192 988 770
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99.04%
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11 008 321
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0.91%
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571 165
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0.04%
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1.11 Social and ethics committee - chair
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1 192 989 050
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99.04%
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11 008 321
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0.91%
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570 885
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0.04%
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1.12 Social and ethics committee - member
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1 193 477 424
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99.08%
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10 519 947
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0.87%
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570 885
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0.04%
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1.13 Trustees of group share schemes/other personnel funds
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1 201 755 600
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99.77%
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2 237 398
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0.19%
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575 258
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0.04%
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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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1 097 922 466
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91.15%
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89 020 450
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7.39%
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17 625 330
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1.31%
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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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1 199 149 812
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99.55%
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3 403 302
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0.28%
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2 015 142
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0.15%
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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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1 176 479 629
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97.67%
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25 537 908
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2.12%
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2 550 719
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0.19%
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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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1 043 375 190
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86.62%
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137 538 131
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11.42%
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23 654 935
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1.76%
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Special resolution number 6: Amendment to the memorandum of
incorporation: fractions of shares
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1 201 857 804
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99.77%
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296 647
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0.02%
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2 413 805
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0.18%
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* Abstentions are represented as a percentage of total exercisable
votes.
In his AGM address, chairman Koos Bekker reported that Naspers delivered
a solid performance for the year against a volatile macroeconomic
backdrop. He noted while shareholders had already received copies of
Naspers's summarised financial results, these were also available on the
group website www.naspers.com.
Highlights of 2016 included:
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In constant currency core headline earnings, a reliable indicator of
sustainable earnings, grew 49% in dollars to US$1.2bn.
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Revenue rose 22%, driven by strong growth especially in ecommerce and
via our interest in Tencent.
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With your approval, the annual gross dividend will be increased by 11%
to 520c per listed N ordinary share, and to 104c per unlisted A
ordinary share.
However, we also faced some challenges:
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Our video-entertainment segment bore the brunt of falling commodity
prices, which drove African currencies down. Angola and Nigeria were
tough. We had to lower some prices to help our loyal customers.
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The South African economy slowed.
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We are no longer competing against local players: these days our
competitors are Google (News - Alert), Facebook and Amazon, boxers many times our
size and scale. Competition is now global, while regulators still
think in terms of countries. We need to change their mindset.
We invested heavily in engineers, technology, content and marketing. We
are proud of a few achievements:
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Supersport is the main funder of sport on the African continent.
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We paid taxes of R9.8bn to various countries where we do business.
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Our ownership profile in MultiChoice has reached the remarkable point
where black South Africans and white South Africans now own equal
percentages of the company. We were quite surprised when we did the
latest calculation: this shows the country is moving faster in
rebalancing ownership than previously thought.
Taking a longer view, our market capitalisation has grown from US$622m
on listing in 1994 to US$73.9bn today.
We appreciate the constant support of our shareholders. We also thank
our partners, suppliers and associates around the world. Most
importantly, we deeply appreciate what our friends and 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160826005419/en/
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