REG - Prosus NV Naspers Limited - Results of Annual General Meeting

Prosus NVAnnouncement

21/08/2024 16:15

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RNS Number : 3143B  Prosus NV  21 August 2024

 

 

 

 

PROSUS N.V.

(Incorporated in the Netherlands)

(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)

ISIN: NL0013654783

Euronext Amsterdam and JSE Share code: PRX

(Prosus or the company)

 

RESULTS OF ANNUAL GENERAL MEETING

 

Amsterdam, 21 August 2024 - Prosus N.V. (Prosus) (AEX and JSE: PRX) The annual
general meeting (AGM) of the shareholders of Prosus was held today.

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
and adopted.

We note that the issued share capital of Prosus at the record date was as
follows:

 Class of share                 Nominal value  Number of votes  Issued          Authorised

per share
per share
share capital
share capital
 Ordinary Share N (N shares)    EUR0.05        1                2,487,280,090   5,000,000,000
 Ordinary Share A1 (A shares)   EUR0.05        1                6,446,739       10,000,000
 Ordinary Share B (B shares)    EUR0.05        1                2,869,537,584   3,000,000,000

 

54,743,475 ordinary shares N were held in treasury by the Company as at the
record date. Therefore, the number of ordinary shares that could have been
voted at the meeting: 5,308,520,938. The total number of ordinary shares
represented at the meeting was: 4,969,546,637 which is 92.66% of the total
issued share capital.

 

Details of voting results:

 NO.   AGENDA ITEM                                                                    VOTES          %      VOTES        %      VOTES      VOTES          % of ISSUED SHARE CAPITAL VOTED

FOR
AGAINST
ABSTAIN
TOTAL
 3     To approve the directors' remuneration report                                  4 150 069 285  83,52  818 741 510  16,48  735 835    4 969 546 630  92,66%
 4     To adopt the annual accounts for the financial year ending 31 March 2024       4 966 299 011  99,99  653 913      0,01   2 593 706  4 969 546 630  92,66%
 5     To make a distribution in relation to the financial year ending 31 March 2024  4 966 348 017  99,95  2 551 485    0,05   647 128    4 969 546 630  92,66%
 6     To discharge the executive directors from liability                            4 844 380 574  97,54  122 297 344  2,46   2 868 712  4 969 546 630  92,66%
 7     To discharge the non-executive directors from liability                        4 685 161 924  94,33  281 489 255  5,67   2 895 451  4 969 546 630  92,66%
 8     To adopt the remuneration policy of the executive and non-executive directors  4 132 328 869  83,16  836 588 181  16,84  629 580    4 969 546 630  92,66%
 9     To approve  the remuneration of the non-executive directors                    4 932 428 161  99,27  36 428 454   0,73   690 015    4 969 546 630  92,66%
 10    To appoint Fabricio Bloisi as an executive director of Prosus                  4 941 663 828  99,45  27 231 007   0,55   651 795    4 969 546 630  92,66%
 11    To reappoint the following non-executive directors:
 11.1  Hendrik du Toit                                                                4 866 469 148  98,06  96 337 946   1,94   6 739 536  4 969 546 630  92,66%
 11.2  Craig Enenstein                                                                4 406 891 547  88,69  561 994 477  11,31  660 606    4 969 546 630  92,66%
 11.3  Angelien Kemna                                                                 4 926 069 075  99,14  42 775 468   0,86   702 087    4 969 546 630  92,66%
 11.4  Nolo Letele                                                                    4 873 174 381  98,09  95 102 544   1,91   1 269 705  4 969 546 630  92,66%
 11.5  Roberto Oliveira de Lima                                                       4 650 787 623  93,60  317 781 193  6,40   977 814    4 969 546 630  92,66%
 12    To reappoint Deloitte Accountants B.V. as the auditor charged with the         4 963 446 284  99,89  5 447 443    0,11   652 903    4 969 546 630  92,66%
       auditing of the annual accounts for the year ending 31 March 2026
 13    To designate the board of directors as the Company body authorised to issue    4 788 307 610  96,37  180 592 932  3,63   646 088    4 969 546 630  92,66%
       shares
 14    To authorise the board of directors to resolve that the Company acquires       4 741 219 859  95,42  227 468 433  4,58   858 338    4 969 546 630  92,66%
       shares in its own capital
 15    To reduce the share capital by cancelling own shares                           4 961 541 466  99,85  7 237 428    0,15   767 736    4 969 546 630  92,66%

Summary of statements from the annual general meeting:

 

Our role in an AI-first world

The technology sector is being reshaped by significant geopolitical movements
- from regulatory changes in major markets to shifting trade policies, these
developments have profound implications. Our strategic focus on growth markets
and disciplined capital allocation has enabled the group to adapt and grow in
times of change. In doing so, we are actively helping to shape the technology
ecosystem, ensuring our investments align with key global trends.

 

Given the speed at which our daily lives are becoming more digital, our
considerable technological capabilities are focused on artificial intelligence
or AI and digital transformation. Equally important, we have integrated
ethical AI frameworks to ensure our technologies are safe, transparent and
equitable. 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. Throughout our
group, we are not negotiable on adhering to accepted standards of ethical
practice in deploying technology.

 

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 June 2022, this programme has reduced the free-float share count
by 21% and generated US$32bn of value for shareholders. The combined holding
company discount of Naspers and Prosus has reduced by some 21 percentage
points, with a total value of US$17.1bn in Prosus ordinary shares N bought
back. This translates to 8.2% accretion in net asset value per share.

 

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.

 

Delivering our strategy

During the year, we refined our strategic focus and simplified our operating
structure to focus on what Prosus does best - build valuable businesses that
solve everyday problems for customers. We do this globally by backing
innovative local entrepreneurs, but with a disciplined approach to capital
allocation. We typically grow our capital commitments progressively as we
learn and scale, intrinsically linked to future returns.

In the review period, we made good progress on our strategy. We reached
consolidated Ecommerce profitability ahead of target - a milestone that
reflects rigorous cost management, strategic investments in high-growth areas,
and a focused approach on core market segments that promise high returns.
Although this focus on profitability strengthens the company's financial
health, it also emphasises our ability to generate long-term, sustainable
value.

Although we have recorded robust growth in several sectors, there are areas
where we did not meet our expectations. Specifically the internal rate of
return from our portfolio and the level of our holding-company discount. By
facing these facts, we can make informed decisions about our future and
implement the changes that need to be made.

 

A year of progress

The 2024 financial year was a transformative period for our group as we proved
that growth and profitability can co-exist, and continued to outpace our peers
in revenue growth. Group revenue grew 11% to US$5.5 billion, driven by strong
performances across our key segments. In addition to reaching profitability
six months early, consolidated trading profit for our Ecommerce sector
improved by a sizeable US$451m to US$38m, driven by growth, scale and cost
reductions.

 

While we continue to look for long-term growth opportunities, external
investment was limited to US$571m for the year. This is meaningfully below the
US$6.3bn peak in 2022 as we maintained discipline in a challenging investment
landscape.

 

Our balance sheet remains strong and liquid, with cash of US$14.6 billion and
debt of US$15.2 billion translating to net debt of just US$0.6 billion at year
end. This provides internal opportunities to scale the core of each of our
businesses and build their ecosystems. Externally, being well-capitalised
allows us to invest in businesses setting the pace of growth for the future,
particularly in areas like AI where we have real competence and institutional
knowledge.

 

Our capital allocation will be even more disciplined, given that investments
now face a higher bar. We will continue to drive profitability, build scale
and manage expenses and free cash flow, while investing for growth in
high-conviction areas.

Our role in society

For every milestone we reach on our sustainability journey, new ones appear on
the horizon. Worldwide, shareholders, regulators and other stakeholders now
expect more substance and transparency on how companies embed sustainability
into their business practices - meaningfully and measurably.

 

We are a global technology group - active in high-growth markets and invested
in a world of exponential opportunity. Across our diverse portfolio, expert
teams are discovering and scaling digital services and technologies that help
address global challenges. We are committed to making a difference because we
know that accelerating transition to more responsible consumption and greener
business models is critical for whole economies to move towards a
resource-efficient and low‑carbon growth path.

 

But sustainable development depends on economic growth. In Brazil, India and
South Africa, our locally built businesses are driving this growth by
innovating in key areas of life - from finance to education - while creating
jobs, enhancing livelihood opportunities and promoting responsible
consumption.

 

In parallel, technology is creating solutions for pressing issues like climate
action and social inclusion. For example, digital financial services reach the
remotest regions to help people traditional banks cannot reach. Our edtech
platforms give diverse users access to online learning anytime, anywhere,
without the environmental footprint of a physical learning institution. Our
grocery-delivery and etail platforms combine convenience with a lower carbon
footprint, while our best-in-class food-delivery businesses create jobs in
countries with high youth unemployment. They are also focused on curbing the
environmental impact of delivery services through sustainable packaging
initiatives and zero-emission vehicles. Our classifieds businesses are driving
the transition to a circular economy built on reduce-reuse-recycle models. To
illustrate, in just the vehicle and electronics categories, OLX sold over
9.3 million secondhand items last year. This conserved more than 2.5 million
tonnes of materials and almost 430 million cubic metres of water while
preventing 3 million tonnes of GHG emissions.

 

Our strategic priority of being a force for good also translates into
employment and livelihood opportunities. In our own workforce, the global
shortage of digital talent remains a challenge. We are helping our people
develop their full potential through a culture built on diversity, inclusion
and learning, with competitive pay and benefits. We are also committed to
ensuring our portfolio companies offer fair pay and working conditions for
delivery partners, irrespective of how their engagement is classified.

 

We are moving closer to global reporting standards on environmental, social
and governance or ESG disclosure, including new requirements in the European
Union. Despite broad differences in jurisdictional reporting requirements, we
are committed to climate action and a transparent sustainability approach. To
illustrate, we are on track to achieve our verified science-based corporate
target of reducing scope 1 and scope 2 emissions to zero by 2028. More
importantly, we are engaging with our portfolio companies to set their own
science-based reduction targets by 2030. As proof of this commitment, climate
action is built into the short-term incentive targets for our chief executive
officer (CEO) and chief financial officer (CFO).

 

Aligning remuneration to performance and value creation

Prosus 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.

This year, we made several changes to our remuneration structure to better
align with our strategic goals and shareholder interests. We also carefully
considered feedback from our shareholders and the investment community during
our annual remuneration roadshow. Where possible, we incorporated these
recommendations and made further disclosure and adjustments to the
remuneration design for the CEO and CFO.

 

The remuneration package for our new CEO, Fabricio Bloisi, was disclosed in
detail after publishing year-end results.

We have broadened our performance benchmarks and simplified our LTI
disclosures for greater transparency. This is all part of our ongoing work to
ensure our remuneration practices support our strategic objectives and
maintain market competitiveness.

 

Distributions to shareholders

Shareholders approved the distribution to holders of ordinary shares N of 10
euro cents per share. Shareholders holding their ordinary shares N in South
Africa via Strate will then receive a gross distribution of 198.0830 Rand
cents per ordinary share N. Holders of ordinary shares B and ordinary shares
A1 will receive an amount per share equal to their economic entitlement as set
out in the articles of association.

 

Dividends and capital repayments are declared and paid in euros. The above
amounts are based on an EUR/ZAR exchange rate of R19.8083 as at 21 August
2024. Further details regarding the distribution will be published at a later
date.

 

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. We are excited about the opportunities ahead. 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.

 

Amsterdam, the Netherlands

21 August 2024

 

 

JSE sponsor to Prosus:

Investec Bank Limited

 

Euronext listing agent

ING Bank N.V.

 

Euronext paying agent

ABN AMRO Bank N.V.

Enquiries

 Investor Enquiries                           +1 347-210-4305

 Eoin Ryan, Head of Investor Relations
 Media Enquiries                              +31 6 15494359

 Charlie Pemberton, Communications Director

 

About Prosus

Prosus is a global consumer internet group and one of the largest technology
investors in the world. Each month, over two billion customers across the
globe use the products and services of companies that Prosus has invested in,
acquired or built. Prosus builds leading consumer internet companies that
empower people and enrich communities. The group is focused on online
classifieds, food delivery, payments and fintech. The team actively backs
exceptional entrepreneurs using technology to improve people's everyday lives.

Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary
listings on the Johannesburg Stock Exchange (XJSE:PRX) and A2X Markets
(PRX.AJ). Prosus is majority-owned by Naspers.

For more information, please visit www.prosus.com (http://www.prosus.com) .

Disclaimer

This document contains information that qualifies as inside information within
the meaning of Article 7(1) of the Market Abuse Regulation.

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 Prosus's intentions, beliefs or current expectations,
involve elements of subjective judgement and analysis and are based upon the
best judgement of Prosus 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 Prosus 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 Prosus or any other person that they
will do so, except to the extent required by law.

 

 

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