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Results of Annual General Meeting
Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000325783
(Naspers or the company)
RESULTS OF ANNUAL GENERAL MEETING
Cape Town, 22 August 2025 – Naspers Limited (Naspers) (JSE: NPN, LSE: NPSN) The
111th annual general meeting (AGM) of the shareholders of Naspers was held through
electronic communication yesterday.
Shareholders are advised that all resolutions set out in the notice of the AGM were passed
by the requisite majority of shareholders represented at the AGM.
The following information is provided in compliance with the JSE Limited's Listings
Requirements:
Total issued number of N ordinary shares: 164 431 276
Total issued number of A ordinary shares: 961 193
Treasury shares: 7 578 050
Number of ordinary shares that could have been voted at the meeting: 1 118 046 226
Abbreviations: N ordinary shares (N Ord)
A ordinary shares (A Ord)
Details of voting results:
Total A and N
ord shares voted at
the meeting Total
A shares N shares
No. of votes For % No. of votes For % Against % Abstain % For % Against % No. of votes A ord N ord
voted A ord voted N ord as a total of voted N and A
shares at shares at the the N ord ord shares at shares % shares %
the meeting meeting share capital the meeting
Ordinary resolutions
1 Confirmation and approval of payment of 813 606 000 100.00 122 386 259 100.00 0.00 0.01 100.00 0.00 935 974 119 86.92 13.08
dividends
2 Re-appointment of Deloitte & Touche 813 606 000 100.00 122 386 259 96.91 3.09 0.01 99.60 0.40 935 974 74 86.92 13.08
South Africa as auditor
3 Confirmation of the appointment of Nico 813 606 000 100.00 122 386 259 97.75 2.25 0.01 99.71 0.29 935 973 811 86.92 13.08
Marais
4 Confirmation of the appointment of 813 606 000 100.00 122 386 259 97.52 2.48 0.32 99.68 0.32 935 974 019 86.92 13.07
Phuthi Mahanyele-Dabengwa
5 To re-elect the following directors:
5.1 Koos Bekker 813 606 000 100.00 122 386 259 82.44 17.56 0.32 97.71 2.29 935 493 530 86.92 13.08
5.2 Sharmistha Dubey 813 606 000 100.00 122 386 259 98.69 1.31 0.01 99.83 0.17 935 673 481 86.92 13.08
5.3 Debra Meyer 813 606 000 100.00 122 386 259 60.84 39.16 2.24 95.01 4.99 932 481 862 86.92 13.08
5.4 Steve Pacak 813 606 000 100.00 122 386 259 55.33 44.67 0.32 94.18 5.82 935 493 220 86.92 13.08
6. Re-election and appointment of the following audit committee members:
6.1 Sharmistha Dubey 813 606 000 100.00 122 386 259 98.32 1.68 0.03 94.18 5.82 935 493 220 86.92 13.08
6.2 Manisha Girotra 813 606 000 100.00 122 386 259 99.73 0.27 0.03 99.78 0.22 935 941 281 86.92 13.08
6.3 Angelien Kemna 813 606 000 100.00 122 386 259 98.49 1.51 0.03 99.80 0.20 935 938 489 86.92 13.08
6.4 Steve Pacak (chair) 813 606 000 100.00 122 386 259 34.70 65.30 0.03 91.46 8.54 935 945 855 86.92 13.08
7. Election and re-election of the following social, ethics and sustainability committee members:
7.1 Debra Meyer (chair) 813 606 000 100.00 122 386 259 61.86 38.14 2.24 95.14 4.86 932 481 659 86.92 13.08
7.2 Rache Jafta 813 606 000 100.00 122 386 259 63.74 36.26 2.27 95.38 4.62 932 424 992 86.92 13.08
7.3 Ying Xu 813 606 000 100.00 122 386 259 99.79 0.21 0.01 99.97 0.03 935 973 984 86.92 13.08
7.4 Phuthi Mahanyele-Dabengwa 813 606 000 100.00 122 386 259 98.37 1.63 0.01 99.79 0.21 935 973 989 86.92 13.08
8 To endorse the Company's remuneration 813 606 000 100.00 122 386 259 28.60 71.40 0.03 90.67 9.33 935 945 496 86.92 13.08
policy
9 To endorse the Company's remuneration 813 606 000 100.00 122 386 259 29.32 70.68 0.03 90.76 9.24 935 945 796 86.92 13.08
implementation report
10 Approval of general authority placing
unissued shares under the control of the 636 618 000 100.00 122 386 259 13.72 86.28 0.02 86.09 13.91 758 971 091 83.88 16.12
directors
11 Approval of general issue of shares for 813 606 000 100.00 122 386 259 52.59 47.41 0.01 93.80 6.20 935 974 014 86.92 13.08
cash
12 Authorisation to implement all resolutions 813 606 000 100.00 122 386 259 100 0.00 0.01 100 0.00 935 973 704 86.92 13.08
adopted at the AGM
Total A and N
ord shares voted at
the meeting Total
A shares N shares
No. of votes For % No. of votes For % Against % Abstain % For % Against % No. of votes A ord N ord
voted A ord voted N ord as a total of voted N and A
shares at shares at the the N ord ord shares at shares % shares %
the meeting meeting share capital the meeting
Special resolutions
1 Board and committee remuneration for financial year ending 31 March 2027:
1.1 Board – chair 813 606 000 100.00 122 386 259 99.26 0.74 0.01 100.00 0.00 935 973 670 86.92 13.08
1.2 Board – member 813 606 000 100.00 122 386 259 99.03 0.97 0.01 99.60 0.40 935 973 670 86.92 13.08
1.3 Audit committee – chair 813 606 000 100.00 122 386 259 99.47 0.53 0.01 99.93 0.07 935 973 970 86.92 13.08
1.4 Audit committee – member 813 606 000 100.00 122 386 259 99.47 0.53 0.01 99.93 0.07 935 973 970 86.92 13.08
1.5 Risk committee – chair 813 606 000 100.00 122 386 259 99.47 0.53 0.01 99.93 0.07 935 973 970 86.92 13.08
1.6 Risk committee – member 813 606 000 100.00 122 386 259 98.86 1.04 0.01 99.86 0.14 935 973 970 86.92 13.08
1.7 Human resources and remuneration 813 606 000 100.00 122 386 259 99.48 0.52 0.01 99.93 0.07 935 973 970 86.92 13.08
committee – chair
1.8 Human resources and remuneration 813 606 000 100.00 122 386 259 99.48 0.52 0.01 99.93 0.07 935 973 970 86.92 13.08
committee – member
1.9 Nomination committee – chair 813 606 000 100.00 122 386 259 99.47 0.53 0.01 99.93 0.07 935 973 670 86.92 13.08
1.10 Nomination committee – member 813 606 000 100.00 122 386 259 99.47 0.53 0.01 99.93 0.07 935 973 670 86.92 13.08
1.11 Social and ethics committee – chair 813 606 000 100.00 122 386 259 99.47 0.53 0.01 99.93 0.07 935 973 970 86.92 13.08
1.12 Social and ethics committee – member 813 606 000 100.00 122 386 259 99.47 0.53 0.01 99.93 0.07 935 973 670 86.92 13.08
1.13 Trustees of group share schemes/other 813 606 000 100.00 122 386 259 99.11 0.89 0.01 99.88 0.12 935 973 970 86.92 13.08
personnel funds
2 Approve generally the provision of 813 606 000 100.00 122 386 259 79.34 20.66 0.01 97.30 2.70 935 973 504 86.92 13.08
financial assistance in terms of section 44
3 Approve generally the provision of 813 606 000 100.00 122 386 259 97.57 2.43 0.01 99.68 0.32 935 973 504 86.92 13.08
financial assistance in terms of section 45
4 General authority for the Company or its
subsidiaries to acquire N ordinary shares 813 606 000 100.00 122 386 259 94.68 5.32 0.01 99.30 0.70 935 950 021 86.92 13.08
in the Company
5 Granting the specific repurchase 813 606 000 100.00 122 386 259 75.74 24.26 0.01 96.83 3.17 935 974 004 86.92 13.08
authorisation
6 General authority for the Company or its
subsidiaries to acquire A ordinary shares 813 606 000 100.00 122 386 259 65.19 34.81 2.40 95.27 4.43 932 232 728 86.92 13.08
in the Company
7 Approval of the Naspers share subdivision 813 606 000 100.00 122 386 259 98.49 1.51 0.01 99.80 0.20 935 973 969 86.92 13.08
* Abstentions are represented as a percentage of total exercisable votes.
** Naspers A ordinary shares have one thousand votes per share. As approved in August 2023, no A shareholder is able to control more than 34% of Naspers.
***No abstentions
3
Summary of statements from the AGM:
Unlocking an AI-first world
We believe this time of fast change offers opportunities to invest in transformative businesses,
particularly in AI or artificial intelligence. Our goal is to build the #1 lifestyle ecommerce ecosystems in
Latin America, Europe and India, unlocking an AI-first world for our two billion consumers.
Given the speed at which our daily lives are becoming more digital, we have focused our considerable
technological capabilities on AI and digital transformation through innovation. Equally important, we
have integrated ethical AI frameworks to ensure our technologies are safe, transparent and equitable.
Throughout our group, we are not negotiable on adhering to accepted standards of ethical practice in
deploying technology.
Our commitment to innovation is evident in our strategic investments in high-potential areas, and our
ongoing work to use AI in improving operational efficiencies and customer experiences.
Discount to net asset value
In the past year, we made further progress on reducing the discount to net asset value at which Prosus
and Naspers shares trade. We have created additional value for shareholders by continuing our open-
ended share-repurchase programme, funded by small sales of Tencent shares. Since its inception in mid-
2022, this has increased net asset value per share by 11%, reduced the free-float share count by over
27% and generated US$35bn of value for shareholders.
Importantly, this buyback programme increases our per-share exposure to Tencent. Given our
confidence in Tencent's future, we are committed to remaining a large shareholder.
Reshaping our strategy
We have reshaped our strategy to focus on exceptional performance in our ecosystems, concentrated in
regions with the greatest growth potential, primarily Latin America, India and Europe. A core element of
this strategy is leading in innovation to ensure that our ecosystems anticipate change.
Innovation is at the core of our future. Across the group, expert teams are working independently and
collaboratively to innovate – transforming ideas into functional benefits for our customers and the
companies in our portfolio. At Prosus level, we are already proving the benefits of integrated technologies
and optimal use of our databases as we develop large commerce models that will underpin our
ecosystems.
In the review period, we made good progress on our strategy, supported by disciplined execution and
management. With active portfolio management across multiple fronts, our FY25 results demonstrate
real progress in building sustainable operations.
A year of progress
The 2025 financial year was a turning point for our group as we outpaced our peers in revenue growth.
Group revenue grew 12% to US$7.2 billion, driven by strong performances in Classifieds and Food
Delivery. Consolidated revenue growth for our Ecommerce sector was 20% in local currency excluding
M&A, 2x faster than our peer group.
We continued to look for long-term growth opportunities, with external investment of US$7.8bn for the
year – mostly for the acquisitions of Despegar in the Latin America ecosystem and Just Eat Takeaway
in the Europe ecosystem. While this is above the US$6.3bn peak in 2022, we maintained discipline in a
challenging investment landscape.
Our balance sheet remains strong and liquid, with net cash of US$2.4bn. We remain fully committed to
our investment-grade rating.
Our role in society
As a global technology group, we are creating solutions for some of the world's most-pressing needs.
We are committed to discovering and scaling digital services and technologies that help address shared
global challenges through our diverse portfolio. Equally, we believe large technology companies like
Prosus have a responsibility to ensure a positive impact in the communities where they operate and to
support the transition to a green and inclusive economy.
Prosus is inherently a sustainable company – environmentally, our digital platforms are asset-light and
low-carbon; socially, the reputation of each platform is tied to ensuring a lasting and positive impact
across its value chain; and all our businesses are guided by the stringent governance standards set at
group level.
As a result, we are well positioned to respond to the global demand from shareholders and other
stakeholders for more substance and transparency on how companies embed sustainability into their
business practices. At the same time, regulatory sustainability reporting requirements are increasing
significantly, particularly in Europe and India. These present additional compliance challenges, but we
are proactively preparing to comply with these requirements as detailed in our annual report.
We are harnessing the power of technology to create solutions for challenges like climate action and
social inclusion. For example, our grocery-delivery and etail platforms combine convenience with a lower
carbon footprint. Our best-in-class food-delivery businesses are creating livelihoods in countries with
high youth unemployment. At the same time, they are focused on curbing the environmental impact of
delivery services through sustainable packaging initiatives and zero-emission vehicles. Our digital
financial services reach people in remote regions, often providing access to finance for the first time.
Aligning remuneration to performance and value creation
Naspers operates in highly competitive, fast-changing markets, many characterised by the shortage of
key skills. Our remuneration principles are simple: pay for performance; align with desired shareholder
outcomes; achieve the business plan; and be consistent. Our remuneration structures therefore focus
on attracting, motivating and retaining the best people to create sustainable shareholder value.
We continued to amend our remuneration structure to better align with our strategic goals and
shareholder interests. Some of these changes reflect feedback from our shareholders and the investment
community during our annual remuneration roadshow. We have done our best to incorporate these
recommendations, as noted in our detailed response in the annual report. As one example, for FY26, we
again included a discount-related goal in the CEO and chief financial officer's (CFO) short-term incentive
objectives
The remuneration packages for our CEO, Fabricio Bloisi, new CFO, Nico Marais, and new executive
director, Phuthi Mahanyele-Dabengwa, were detailed in our annual report.
Distributions to shareholders
(All figures in South African cents unless stated otherwise)
Following shareholder approval at the meeting, the full dividend that Naspers will be receiving from
Prosus will be paid through to free float N ordinary shareholders and A ordinary shareholders as the
cross-holding agreement no longer applies. Due to the repurchase of Naspers N ordinary shares, the
exact dividend per share can only be determined closer to the dividend payment date and will accordingly
be announced on the dividend finalisation date on 25 November 2025.
It is anticipated that dividends will be payable to shareholders recorded in the register on Friday,
5 December 2025 and paid on Monday, 8 December 2025.
The last date to trade cum dividend will be on Tuesday, 2 December 2025 (shares trade ex- dividend
from Wednesday 3 December 2025). Shares may not be dematerialised or rematerialised between
Wednesday, 3 December 2025, and Friday, 5 December 2025, both dates inclusive.
Looking forward with confidence
Our purpose is unchanged – we aim to improve everyday life for people around the world by building
leading companies that use technology to meet societal needs in better ways. Our focus on being a
responsible business that has a sustainable, positive impact on the world and operates under high
standards of corporate governance will continue to guide our work.
We are excited about the opportunities ahead. We aim to keep growing fast, create competitive
advantage through innovation, and increase our profitability. This will create long-term value for our
shareholders.
CAPE TOWN
22 August 2025
JSE sponsor to Naspers
Investec Bank Limited
Enquiries
Investor Enquiries +1 347-210-4305
Eoin Ryan, Head of Investor Relations
Media Enquiries +31 6 15494359
Charlie Pemberton, Communications Director
Media Enquiries +27 81 431 4855
Sibusiso Tshabalala, Head of Communications,
South Africa
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. These include
Takealot, Mr D Food, Superbalist, Autotrader, Property24 and PayU, in addition to Media24, South Africa's leading print and digital media business.
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 a level 1
American Depository Receipt (ADR) programme which trades on an over-the-counter basis in the US.
For more information, please visit www.naspers.com.
Naspers Labs
In 2019, Naspers Labs, a youth development programme designed to transform and launch South Africa's unemployed youth into economic activity, was launched.
Naspers Labs focuses on digital skills and training, enabling young people to pursue tech careers.
Disclaimer
This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.
The information contained in this announcement may contain forward-looking statements, estimates and projections. Forward-looking statements involve all
matters that are not historical and may be identified by the words "anticipate", "believe", "estimate", "expect", "intend", "may", "should", "will", "would" and
similar expressions or their negatives, but the absence of these words does not necessarily mean that a statement is not forward-looking. These statements reflect
Naspers's intentions, beliefs or current expectations, involve elements of subjective judgement and analysis and are based upon the best judgement of Naspers as
of the date of this announcement, but could prove to be wrong. These statements are subject to change without notice and are based on a number of assumptions
and entail known and unknown risks and uncertainties. Therefore, you should not rely on these forward-looking statements as a prediction of actual results.
Any forward-looking statements are made only as of the date of this announcement and neither Naspers nor any other person gives any undertaking, or is under
any obligation, to update these forward-looking statements for events or circumstances that occur subsequent to the date of this announcement or to update or
keep current any of the information contained herein, any changes in assumptions or changes in factors affecting these statements and this announcement is not
a representation by Naspers or any other person that they will do so, except to the extent required by law.
Date: 22-08-2025 08:30:00
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