Afrikaans Annual Financial Statements
Naspers
 

SHAREHOLDER AND CORPORATE
INFORMATION

IN THIS SECTION

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given in terms of the Companies Act No 71 of 2008, as amended (“the Act”), that the 100th annual general meeting of Naspers Limited (”the company” or “Naspers”) will be held on the 17th floor of the Naspers Centre, 40 Heerengracht in Cape Town, South Africa on Friday 29 August 2014 at 11:15.

RECORD DATE, ATTENDANCE AND VOTING

The record date for the meeting (being the date used for the purpose of determining which shareholders are entitled to participate in and vote at the meeting) is 15 August 2014.

Votes at the annual general meeting will be taken by way of a poll and not on a show of hands.

A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend, participate in and vote at the meeting in the place of the shareholder.A proxy need not be a shareholder of the company.

Before any person may attend or participate in a shareholders’ meeting, that person must present reasonably satisfactory identification and the person presiding at the meeting must be reasonably satisfied that the right of that person to participate and vote, either as a shareholder, or as a proxy for a shareholder, has been reasonably verified. Forms of identification include valid identity documents, driver’s licences and passports.

A form of proxy, which includes the relevant instructions for its completion, is attached for the use of holders of certificated shares and “own name” dematerialised shareholders who wish to be represented at the annual general meeting. Completion of a form of proxy will not preclude such a shareholder from attending and voting (in preference to that shareholder’s proxy) at the annual general meeting.

Holders of dematerialised shares, other than “own name” dematerialised shareholders, who wish to vote at the annual general meeting, must instruct their central securities depository participant (CSDP) or broker accordingly in the manner and cut-off time stipulated by their CSDP or broker.

Holders of dematerialised shares, other than “own name” dematerialised shareholders, who wish to attend the annual general meeting in person, need to arrange the necessary authorisation as soon as possible through their CSDP or broker.

The form appointing a proxy and the authority (if any) under which it is signed, must reach the transfer secretaries of the company (Link Market Services South Africa Proprietary Limited, 13th foor, Rennie House, 19 Ameshoff Street, Braamfontein 2001 or PO Box 4844, Johannesburg 2000) by no later than 11:15 on Wednesday 27 August 2014. Should you hold Naspers A ordinary shares, the signed proxy must reach the registered office of the company by no later than 11:15 on Wednesday 27 August 2014. A form of proxy is enclosed with this notice. The form of proxy may also be obtained from the registered office of the company.

PURPOSE OF MEETING

The purpose of the meeting is (i) to present the directors’ report and the audited annual financial statements of the company for the immediate preceding financial year, an audit committee report and the social and ethics committee report; (ii) to consider and, if approved, to adopt with or without amendment, the resolutions set out below; and (iii) to consider any matters raised by the shareholders of the company, with or without advance notice to the company.

ELECTRONIC PARTICIPATION

Shareholders entitled to attend and vote at the meeting or proxies of such shareholders shall be entitled to participate in the meeting (but not vote) by electronic communication. Should a shareholder wish to participate in the meeting by electronic communication, the shareholder concerned should advise the company thereof by no later than 09:00 on Friday 22 August 2014 by submitting via registered mail addressed to the company (for the attention of Mrs Gillian Kisbey- Green) relevant contact details, as well as full details of the shareholder’s title to securities issued by the company and proof of identity, in the form of certified copies of identity documents and share certificates (in the case of materialised shares) and (in the case of dematerialised shares) written confirmation from the shareholder’s CSDP, confirming the shareholder’s title to the dematerialised shares. Upon receipt of the required information, the shareholder concerned will be provided with a secure code and instructions to access the electronic communication during the annual general meeting. Shareholders must note that access to the electronic communication will be at the expense of the shareholders who wish to utilise the facility.

INTEGRATED ANNUAL REPORT

The integrated annual report of the company for the year ended 31 March 2014 is available on www.naspers.com or on request during normal business hours at Naspers’s registered address,40 Heerengracht, Cape Town 8000 (contact person Ms Yasmin Abrahams) and in Johannesburg at 251 Oak Avenue, Randburg 2194 (contact person Mrs Toni Lutz).

ORDINARY RESOLUTIONS

In order for the ordinary resolutions below to be adopted, the support of a majority of votes exercised by shareholders present or represented by proxy at this meeting is required. Ordinary resolution number 9 requires the support of at least 75% of the total number of votes that may be exercised by the shareholders present or represented by proxy at this meeting.

1. The financial statements of the company and the group for the twelve (12) months ended 31 March 2014 and the reports of the directors, the auditor and the audit committee to be considered and accepted.

The summarised form of the financial statements is attached to this notice.

A copy of the complete annual financial statements of the company for the financial year ended 31 March 2014 can be obtained from www.naspers.com or on request during normal business hours at Naspers’s registered address, 40 Heerengracht, Cape Town 8000 (contact person Ms Yasmin Abrahams) and in Johannesburg at 251 Oak Avenue, Randburg 2194 (contact person Mrs Toni Lutz).

2. The confirmation and approval of payment of dividends in relation to the N ordinary and A ordinary shares of the company as authorised by the board after having applied the solvency and liquidity tests contemplated in the Act.
3. To reappoint, on the recommendation of the company’s audit committee, the firm PricewaterhouseCoopers Inc. as independent registered auditor of the company (noting that Mr B Deegan is the individual registered auditor of that firm who will undertake the audit) for the period until the next annual general meeting of the company.
4. To approve the appointments of Messrs C L Enenstein, D G Eriksson, R Oliveira de Lima, Y Ma and J D T Stofberg who were appointed as directors with effect from 16 October 2013, Mr F L N Letele who was appointed as a director with effect from 22 November 2013 and  Mr B van Dijk  who was appointed as an executive director with effect from 1 April 2014. Their abridged curricula vitae appear in the integrated annual report.

Also to confirm the appointment of Mr V Sgourdos, who was appointed executive financial director on 1 July 2014. Vasilios (Basil), CA(SA), worked for PricewaterhouseCoopers Inc. before joining MultiChoice in 1994. He has held several positions in the group including chief financial officer (CFO) of United Broadcasting Corporation Pcl. in Thailand and group CFO of MIH before being appointed as Naspers group CFO on 1 April 2014.

The board unanimously recommends the approval of the appointments of the directors in question. The approval will be conducted by way of a separate vote in respect of each individual.

5. To elect Prof R C C Jafta, Prof D Meyer and Mr J J M van Zyl, who retire by rotation and, being eligible, offer themselves for re-election as directors of the company. Their abridged curricula vitae appear in the integrated annual report.

The board unanimously recommends that the re-election of directors in terms of resolution number 5 be approved by the shareholders of the company. The re-election is to be conducted as a series of votes, each of which is on the candidacy of a single individual to fill a single vacancy, and in each vote to fill a vacancy, each voting right entitled to be exercised may be exercised once.

6. To appoint the audit committee members as required in terms of the Act and as recommended by the King Code of Governance for South Africa 2009 (King III) (chapter 3).

The board and the nomination committee are satisfied that the company’s audit committee members are suitably skilled and experienced independent non-executive directors. Collectively they have sufficient qualifications and experience to fulfil their duties, as contemplated in regulation 42 of the Companies Regulations 2011. They have a comprehensive understanding of financial reporting, internal financial controls, risk management and governance processes within the company, as well as International Financial Reporting Standards and other regulations and guidelines applicable to the company. They keep up to date with developments affecting their required skills set.

The board and the nomination committee therefore unanimously recommend Adv F-A du Plessis, Messrs D G Eriksson, B J van der Ross and J J M van Zyl for election to the audit committee. Their abridged curricula vitae appear in the integrated annual report.

The appointment of the members of the audit committee will be conducted by way of a separate vote in respect of each individual.

7. To endorse the company’s remuneration policy, as set out in the remuneration report contained in the integrated annual report, by way of a non-binding advisory vote.
8. To place the authorised but unissued share capital of the company under the control of the directors and to grant, until the conclusion of the next annual general meeting of the company, an unconditional authority to the directors to allot and issue at their discretion (but subject to the provisions of the Act, and the requirements of the JSE Limited (JSE) and any other exchange on which the shares of the company may be quoted or listed from time to time and the memorandum of incorporation of the company), the unissued shares of the company, on such terms and conditions and to such persons, whether they be shareholders or not, as the directors at their discretion deem fit.
9. Subject to a minimum of 75% of the votes of shareholders of the company present in person or by proxy at the annual general meeting and entitled to vote, voting in favour thereof, the directors be authorised and are hereby authorised to issue unissued shares of a class of shares already in issue in the capital of the company for cash as and when the opportunity arises, subject to the requirements of the JSE, including the following:

this authority shall not endure beyond the earlier of the next annual general meeting of the company or beyond fifteen (15) months from the date of the meeting
that a paid press announcement giving full details, including the impact on the net asset value and earnings per share, will be published at the time of any issue representing, on a cumulative basis within one year, 5% or more of the number of shares of that class in issue prior to the issue
the aggregate issue of any particular class of shares in any financial year will not exceed 5% (20 840 637) of the issued number of that class of shares (including securities which are compulsorily convertible into shares of that class)
that in determining the price at which an issue of shares will be made in terms of this authority, the discount at which the shares may be issued, may not exceed 10% of the weighted average traded price of the shares in question, as determined over the thirty (30) business days prior to the date that the price of the issue is determined, and
that the shares will only be issued to “public shareholders” as defined in the Listings Requirements of the JSE, and not to related parties.

SPECIAL RESOLUTIONS

The special resolutions set out on the following pages require the support of at least 75% of votes exercised by shareholders present or represented by proxy at this meeting in order to be adopted.

SPECIAL RESOLUTIONS NUMBERS 1.1 TO 1.15

The approval of the remuneration of the non-executive directors for the years ending 31 March 2015 and 31 March 2016, as follows:

      31 March
2014*
  31 March
2015**
(proposed)
31 March
2016**
(proposed)
 
  Board            
1.1 Chair***   R3 145 000   R3 800 000 R4 100 000  
1.2 Member (South African resident)   R615 000   R700 000 R755 000  
  Member (non-South African resident)   US$97 500   US$120 000 US$130 000  
  Member: Additional amount for non-South African resident (when needed)   US$60 000
(maximum)
  US$63 500
(maximum)
US$68 580
(maximum)
 
  All members: Daily amount when travelling to and attending meetings outside home country   US$3 500   US$3 500 US$3 500  
  Committees            
1.3 Audit committee: Chair R360 000   R395 000 R425 000  
1.4   Member R180 000   R197 500 R212 500  
1.5 Risk committee: Chair R200 000   R220 000 R238 000  
1.6   Member R100 000   R110 000 R119 000  
1.7 Human resources and remuneration committee: Chair R235 000   R270 000 R285 000  
1.8   Member R117 500   R135 000 R142 500  
1.9 Nomination committee: Chair R86 000   R120 000 R138 000  
1.10   Member R43 000   R60 000 R69 000  
1.11 Social and ethics committee: Chair R175 000   R195 000 R210 000  
1.12   Member R87 500   R97 500 R105 000  
  Other            
1.13 Trustee of group share schemes/other personnel funds   R38 600   R41 300 R44 190  
1.14 Media24 pension fund: Chair R97 500   R104 250 R111 548  
1.15   Trustee R65 000   R69 500 R74 365  
Notes
* These fees were approved by shareholders on 30 August 2013.
** The proposed 31 March remuneration is subject to such annual increase as may be retrospectively approved by the shareholders at the respective 2015 and 2016 Naspers annual general meetings.
*** The chair of the board does not receive additional remuneration if he/she is a member of or chairs any committee of the board.

The reason for and effect of special resolutions numbers 1.1 to 1.15 is to grant the company the authority to pay remuneration to its directors for their services as directors.

Each of the special resolutions numbers 1.1 to 1.15 in respect of each of the proposed 31 March 2015 and the proposed 31 March 2016 remuneration will be considered by way of a separate vote.

SPECIAL RESOLUTION NUMBER 2

That the memorandum of incorporation (MOI) of the company be amended in accordance with section 16(5)(b)(ii) of the Act by deleting from article 26.1 the words “fifteen (15)” and replacing them with “twenty (20)”, the result of which is that article 26.1 will read as follows:

“26.1 The board comprises not less than four (4) and not more than twenty (20) directors, the majority of whom are to be elected by the shareholders, as contemplated in section 66(4)(b) of the Act.”

The reason for special resolution number 2 is to increase the limit on the number of directors that may be appointed to the board.

SPECIAL RESOLUTION NUMBER 3

That the board may authorise the company to generally provide any financial assistance in the manner contemplated in and subject to the provisions of section 44 of the Act to a director or prescribed officer of the company or of a related or inter-related company, or to a related or inter-related company or corporation, or to a member of a related or inter-related corporation, pursuant to the authority hereby conferred upon the board for these purposes. This authority shall include and also apply to the granting of financial assistance to the Naspers share incentive scheme, the other existing group share-based incentive schemes (details of which appear in the integrated annual report) and such group share-based incentive schemes that are established in future (collectively “the Naspers group share-based incentive schemes”) and participants thereunder (which may include directors, future directors, prescribed officers and future prescribed officers of the company or of a related or inter-related company) (“participants”) for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the company or a related or inter-related company, or for the purchase of any securities of the company or a related or inter-related company pursuant to the administration and implementation of the Naspers group share-based incentive schemes, in each instance on the terms applicable to the Naspers group share-based incentive scheme in question.

The reason for and effect of special resolution number 3 is to approve generally the provision of financial assistance to the potential recipients as set out in the resolution.

SPECIAL RESOLUTION NUMBER 4

That the company, as authorised by the board, may generally provide, in terms of and subject to the requirements of section 45 of the Act, any direct or indirect financial assistance to a related or inter-related company or corporation, or to a member of a related or inter-related corporation, pursuant to the authority hereby conferred upon the board for these purposes.

The reason for and effect of special resolution number 4 is to approve generally the provision of financial assistance to the potential recipients as set out in the resolution.

SPECIAL RESOLUTION NUMBER 5

That the company or any of its subsidiaries be and are hereby authorised to acquire N ordinary shares issued by the company from any person whosoever (including any director or prescribed officer of the company or any person related to any director or prescribed officer of the company), in terms of and subject to the Act and in terms of the rules and requirements of the JSE, being that:

any such acquisition of N ordinary shares shall be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement
this general authority shall be valid until the company’s next annual general meeting, provided that it shall not extend beyond fifteen (15) months from the date of passing of this special resolution
an announcement will be published as soon as the company or any of its subsidiaries have acquired N ordinary shares constituting, on a cumulative basis, 3% of the number of N ordinary shares in issue prior to the acquisition pursuant to which the aforesaid 3% threshold is reached, and for each 3% in aggregate acquired thereafter, containing full details of such acquisitions
acquisitions of N ordinary shares in aggregate in any one financial year may not exceed 20% of the company’s N ordinary issued share capital as at the date of passing of this special resolution
in determining the price at which N ordinary shares issued by the company are acquired by it or any of its subsidiaries in terms of this general authority, the maximum premium at which such N ordinary shares may be acquired, will not exceed 10% of the weighted average of the market value at which such N ordinary shares are traded on the JSE as determined over the five (5) business days immediately preceding the date of repurchase of such N ordinary shares by the company or any of its subsidiaries
at any point, the company may only appoint one agent to effect any repurchase on the company’s behalf
the company’s sponsor must confirm the adequacy of the company’s working capital for purposes of undertaking the repurchase of N ordinary shares in writing to the JSE before entering the market for the repurchase
the company remains in compliance with the minimum shareholder spread requirements of the JSE Listings Requirements, and
the company and/or its subsidiaries may not repurchase any N ordinary shares during a prohibited period as defined by the JSE Listings Requirements, unless a repurchase programme is in place where dates and quantities of shares to be traded during the prohibited period are fixed, and full details of the programme have been disclosed in an announcement over the Securities Exchange News Service (SENS) prior to the commencement of the prohibited period.

Before the general repurchase is effected, the directors, having considered the effects of the repurchase of the maximum number of N ordinary shares in terms of the foregoing general authority, will ensure that for a period of twelve (12) months after the date of the notice of the annual general meeting:

the company and the group will be able, in the ordinary course of business, to pay their debts
the assets of the company and the group, fairly valued in accordance with International Financial Reporting Standards, will exceed the liabilities of the company and the group, and
the company and the group’s ordinary share capital, reserves and working capital will be adequate for ordinary business purposes.

Additional information in respect of the following appears in the integrated annual report and in the annual financial statements, and is provided in terms of the JSE Listings Requirements for purposes of the general authority:

directors
major shareholders
directors’ interests in ordinary shares, and
share capital of the company and litigation.

DIRECTORS’ RESPONSIBILITY STATEMENT

The directors, whose names appear in the list of directors contained in the integrated annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to this special resolution number 5 and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that special resolution number 5 contains all relevant information.

MATERIAL CHANGES

Other than the facts and developments reported on in the integrated annual report and annual financial statements, there have been no material changes in the affairs or financial position of the company and its subsidiaries since the date of signature of the audit report and up to the date of this notice.

The directors have no specific intention, at present, for the company to repurchase any of its N ordinary shares, but consider that such a general authority should be put in place should an opportunity present itself to do so during the year, which is in the best interests of the company and its shareholders.

The reason for and effect of special resolution number 5 is to grant the company the authority in terms of the Act and the JSE Listings Requirements for the acquisition by the company, or a subsidiary of the company, of the company’s N ordinary shares.

SPECIAL RESOLUTION NUMBER 6

That the company or any of its subsidiaries be and are hereby authorised to acquire A ordinary shares issued by the company from any person whosoever (including any director or prescribed officer of the company or any person related to any director or prescribed officer of the company), in terms of and subject to the Act.

The reason for and effect of special resolution number 6 is to grant the company the authority in terms of the Act for the acquisition by the company, or a subsidiary of the company, of the company’s A ordinary shares.

ORDINARY RESOLUTION
10. Each of the directors of the company or the company secretary is hereby authorised to do all things, perform all acts and sign all documentation necessary to effect the implementation of the ordinary and special resolutions adopted at this annual general meeting.

OTHER BUSINESS

To transact such other business as may be transacted at an annual general meeting.

By order of the board

G Kisbey-Green
Company secretary

25 July 2014
Cape Town