REG - Prosus NV Naspers Limited - Notice of Results

Prosus NVAnnouncement

21/08/2025 09:30

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RNS Number : 2536W  Prosus NV  21 August 2025

 

 

 

 

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 2025 - Prosus N.V. (Prosus) (AEX and JSE: PRX) The annual
general meeting (AGM) of the shareholders of Prosus was held 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
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

 

108,332,254 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: 5,254,932,159. The total number of ordinary shares
represented at the meeting was: 4,723,032,358 which is 89.88% 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
 2     To approve the directors' remuneration report                                  4 124 976 241  87,34  597 841 089  12,66  214 701     4 723 032 031  89,88%
 3     To adopt the annual accounts for the financial year ending 31 March 2025       4 721 731 768  99,98  872 075      0,02   427 971     4 723 031 814  89,88%
 4     To make a distribution in relation to the financial year ending 31 March 2025  4 713 554 064  99,80  9 228 822    0,20   249 145     4 723 032 031  89,88%
 5     To discharge the executive directors from liability                            4 589 937 714  97,30  127 248 323  2,70   5 845 994   4 723 032 031  89,88%
 6     To discharge the non-executive directors from liability                        4 581 491 895  97,05  139 050 537  2,95   2 489 599   4 723 032 031  89,88%
 7     To adopt the remuneration policy of the executive and non-executive directors  4 032 145 266  85,38  690 675 075  14,62  211 690     4 723 032 031  89,88%
 8     To approve  the remuneration of the non-executive directors                    4 697 243 672  99,46  25 546 131   0,54   242 228     4 723 032 031  89,88%
 9     To appoint Phuthi Mahaneyele-Dabengwa as an executive director of Prosus       4 675 712 772  99,04  45 118 254   0,96   2 201 005   4 723 032 031  89,88%
 10    To appoint Nico Marais as an executive director of Prosus                      4 686 194 722  99,27  34 636 078   0,73   2 201 231   4 723 032 031  89,88%
 11    To reappoint the following non-executive directors:
 11.1  Koos Bekker                                                                    4 315 202 354  91,74  388 560 573  8,26   19 269 104  4 723 032 031  89,88%
 11.2  Sharmistha Dubey                                                               4 711 369 418  99,76  11 417 797   0,24   244 816     4 723 032 031  89,88%
 11.3  Debra Meyer                                                                    4 659 344 782  98,66  63 501 030   1,34   186 219     4 723 032 031  89,88%
 11.4  Steve Pacak                                                                    4 363 486 875  93,02  327 641 637  6,98   31 903 519  4 723 032 031  89,88%
 12    To reappoint Deloitte Accountants B.V. as the auditor charged with the         4 718 424 415  99,91  4 367 481    0,09   240 135     4 723 032 031  89,88%
       auditing of the annual accounts for the years ending 31 March 2026 and 31
       March 2027
 13    To appoint Deloitte Accountants B.V. as the auditor charged with the auditing  4 721 798 246  99,98  990 385      0,02   243 400     4 723 032 031  89,88%
       of the sustainability statements  for the year ending 31 March 2027
 14    To designate the board of directors as the Company body authorised to issue    4 620 948 269  97,87  100 549 402  2,13   1 534 360   4 723 032 031  89,88%
       shares
 15    To authorise the board of directors to resolve that the Company acquires       4 402 577 205  93,23  319 875 931  6,77   578 895     4 723 032 031  89,88%
       shares in its own capital
 16    To reduce the share capital by cancelling own shares                           4 705 922 446  99,64  16 871 235   0,36   238 350     4 723 032 031  89,88%

Summary of statements from the annual general meeting:

 

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 13% to US$6.2 billion, driven by
strong performances in Classifieds and Food Delivery. Consolidated revenue
growth for our Ecommerce segment was 21% 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$2.6bn. 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

Shareholders approved the distribution to holders of ordinary shares N of 20
euro cents per share. Shareholders holding their ordinary shares N in South
Africa via Strate will then receive a gross distribution of 412.4360 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 20.6218 cents per share as
at 20 August 2025. 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. 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.

 

Amsterdam, the Netherlands

21 August 2025

 

JSE sponsor to Prosus:

Investec Bank Limited

 

Euronext listing agent

ING Bank N.V.

 

Euronext paying agent

ING  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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