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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: ZAE000351946
(Naspers or the company)
RESULTS OF ANNUAL GENERAL MEETING
Cape Town, 27 August 2026 – Naspers Limited (Naspers) (JSE: NPN, LSE: NPSN)
The 112th 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: 765,093,343*
Total issued number of A ordinary shares: 4,805,965*
Treasury shares: 16 880 000
Number of ordinary shares that could have been voted at the meeting: 5 554 178 343
* As at 31 March 2026, reflecting the 5-for-1 share subdivision effective 6 October 2025.
Abbreviations: N ordinary shares (N Ord); A ordinary shares (A Ord)
Details of voting results:
Ordinary resolutions
No. Agenda item A ord votes For % N ord votes For % Against Abstain Combined Combined Total votes A ord N ord
% %* For% Against% %** %**
Ordinary resolutions:
1 Confirmation and approval of payment of 4 499 301 000 100.00 600 655 564 99.98 0.02 0.01 100.00 0.00 5 099 875 478 88.22 11.78
dividends
2 Reappointment of Deloitte & Touche South 4 499 301 000 100.00 600 655 564 96.05 3.95 0.01 99.53 0.47 5 099 874 548 88.22 11.78
Africa as auditor
3 Confirmation of the appointment of Arnold 4 499 301 000 100.00 600 655 564 99.93 0.07 0.01 99.99 0.01 5 099 874 448 88.22 11.78
Goldberg
4 To re-elect the following directors:
4.1 Manisha Girotra 4 499 301 000 100.00 600 655 564 99.15 0.85 0.01 99.90 0.10 5 099 874 448 88.22 11.78
4.2 Rachel Jafta 4 499 301 000 100.00 600 655 564 49.88 50.12 1.02 94.17 5.83 5 091 984 120 88.36 11.64
4.3 Mark Sorour 4 499 301 000 100.00 600 655 564 90.69 9.31 0.01 98.90 1.10 5 099 874 448 88.22 11.78
4.4 Ying Xu 4 499 301 000 100.00 600 655 564 95.15 4.85 0.01 99.43 0.57 5 099 874 448 88.22 11.78
5 Re-election and appointment of the following
audit committee members:
5.1 Sharmistha Dubey 4 499 301 000 100.00 600 655 564 98.37 1.63 0.01 99.81 0.19 5 099 874 448 88.22 11.78
5.2 Manisha Girotra 4 499 301 000 100.00 600 655 564 99.62 0.38 0.01 99.96 0.04 5 099 874 448 88.22 11.78
5.3 Angelien Kemna 4 499 301 000 100.00 600 655 564 98.95 1.05 0.01 99.88 0.12 5 099 874 448 88.22 11.78
6 Election and re-election of the following social,
ethics and sustainability committee members:
6.1 Debra Meyer (chair) 4 499 301 000 100.00 600 655 564 67.39 32.61 1.02 96.20 3.80 5 091 984 120 88.34 11.66
6.2 Rachel Jafta 4 499 301 000 100.00 600 655 564 59.06 40.94 1.02 95.23 4.77 5 091 984 120 88.34 11.66
6.3 Phuthi Mahanyele-Dabengwa 4 499 301 000 100.00 600 655 564 97.97 2.03 0.01 99.76 0.24 5 099 874 448 88.22 11.78
6.4 Ying Xu 4 499 301 000 100.00 600 655 564 98.55 1.45 0.01 99.83 0.17 5 099 874 448 88.22 11.78
7 To approve the company's remuneration policy 4 499 301 000 100.00 600 655 564 30.13 69.87 0.01 91.77 8.23 5 099 874 023 88.22 11.78
8 To approve the company's remuneration 4 499 301 000 100.00 600 655 564 33.60 66.40 0.01 92.18 7.82 5 099 873 093 88.22 11.78
implementation report
9 Approval of general authority placing unissued 3 842 345 000 100.00 600 655 564 16.31 83.69 0.02 88.69 11.31 4 442 815 635 86.48 13.52
shares under the control of the directors
10 Approval of general issue of shares for cash 4 499 301 000 100.00 600 655 564 49.45 50.46 0.01 94.06 5.94 5 099 875 478 88.22 11.78
11 Authorisation to implement all resolutions 4 499 301 000 100.00 600 655 564 99.91 0.09 0.01 99.99 0.01 5 099 874 548 88.22 11.78
adopted at the AGM
Special resolutions
1. Board and committee remuneration for financial year ending 31 March 2028:
1.1 Board – chair 4 499 301 000 100.00 600 655 564 75.97 24.03 0.01 97.17 2.83 5 099 873 653 88.22 11.78
1.2 Board – member 4 499 301 000 100.00 600 655 564 53.22 46.78 0.01 94.49 5.51 5 099 873 653 88.22 11.78
1.3 Audit committee – chair 4 499 301 000 100.00 600 655 564 99.33 0.67 0.01 99.92 0.08 5 099 873 653 88.22 11.78
1.4 Audit committee – member 4 499 301 000 100.00 600 655 564 98.73 1.27 0.01 99.85 0.15 5 099 873 653 88.22 11.78
1.5 Risk committee – chair 4 499 301 000 100.00 600 655 564 99.13 0.87 0.01 99.90 0.10 5 099 873 653 88.22 11.78
1.6 Risk committee – member 4 499 301 000 100.00 600 655 564 99.35 0.65 0.01 99.92 0.08 5 099 873 653 88.22 11.78
1.7 Human resources and remuneration committee 4 499 301 000 100.00 600 655 564 99.35 0.65 0.01 99.92 0.08 5 099 873 653 88.22 11.78
– chair
1.8 Human resources and remuneration committee 4 499 301 000 100.00 600 655 564 99.13 0.87 0.01 99.90 0.10 5 099 873 653 88.22 11.78
– member
1.9 Nominations committee – chair 4 499 301 000 100.00 600 655 564 99.13 0.87 0.02 99.90 0.10 5 099 809 539 88.22 11.78
1.10 Nominations committee – member 4 499 301 000 100.00 600 655 564 99.35 0.65 0.01 99.92 0.08 5 099 873 653 88.22 11.78
1.11 Social and ethics committee – chair 4 499 301 000 100.00 600 655 564 99.35 0.65 0.01 99.92 0.08 5 099 873 653 88.22 11.78
1.12 Social and ethics committee – member 4 499 301 000 100.00 600 655 564 99.35 0.65 0.01 99.92 0.08 5 099 873 653 88.22 11.78
1.13 All members: Daily fees when travelling to and 4 499 301 000 100.00 600 655 564 99.35 0.65 0.01 99.92 0.08 5 099 873 653 88.22 11.78
attending meetings outside home country or
attending meeting virtually
1.14 Trustees of group share schemes/other 4 499 301 000 100.00 600 655 564 98.82 1.18 0.01 99.86 0.14 5 099 873 653 88.22 11.78
personnel funds
2 Approve generally the provision of financial 4 499 301 000 100.00 600 655 564 72.30 27.70 0.01 96.74 3.26 5 099 874 053 88.22 11.78
assistance in terms of section 44
3 Approve generally the provision of financial 4 499 301 000 100.00 600 655 564 96.75 3.25 0.01 99.62 0.38 5 099 874 053 88.22 11.78
assistance in terms of section 45
4 General authority for the company or its 4 499 301 000 100.00 600 655 564 95.40 4.60 0.02 99.46 0.54 5 099 829 500 88.22 11.78
subsidiaries to acquire N ordinary shares in the
company
5 Granting the specific repurchase authorisation 4 499 301 000 100.00 600 655 564 75.42 24.58 0.01 97.11 2.89 5 099 875 478 88.22 11.78
6 General authority for the company or its 4 499 301 000 100.00 600 655 564 63.73 36.27 2.55 95.85 4.15 5 080 043 932 88.57 11.43
subsidiaries to acquire A ordinary shares in the
company
* Abstentions are represented as a percentage of total exercisable votes.
** Naspers A ordinary shares have one thousand votes per share. No A shareholder is able to control more than 34% of Naspers.
Summary of statements from the AGM:
Bringing AI-first innovation beyond the platform into everyday life
We believe rapid technological change offers real opportunities to invest in transformative
businesses, particularly in artificial intelligence (AI). Our goal remains to build the leading
lifestyle ecosystems in Latin America, Europe and India, unlocking an AI-first world for
over two billion customers.
In FY26 we made this tangible: we built a proprietary large commerce model to underpin
our ecosystems, increased active AI agents tenfold across the group – including agents
that power the daily workflow of our employees – and continued to embed ethical AI
frameworks to ensure our technologies remain safe, transparent and equitable. We are
not negotiable on adhering to accepted standards of ethical practice in deploying
technology.
Discount to net asset value
Our open-ended share-repurchase programme, funded by measured sales of Tencent
shares, remains a significant value creator. Since inception in mid-2022, it has unlocked
US$35bn of value for shareholders and lifted Naspers' net asset value per share by
approximately 21%.
Despite returning US$10bn to shareholders through the buyback in FY26 alone (across the
Naspers/Prosus group), the combined holding-company discount stayed at around 43%.
We recognise this has not yet delivered the narrowing shareholders are looking for, and
closing this gap is a strategic board priority in FY27. Consistent with our pay-for-
performance approach, the discount-linked component of the CEO and CFO's short-term
incentives paid out at zero this year as a direct result.
Reshaping our strategy
We continued to focus on exceptional performance in our ecosystems, concentrated in
Latin America, India and Europe. In FY26, all our ecosystems were profitable for the first
time – a meaningful milestone in our transformation from a traditional holding company
into an active operator of AI-driven lifestyle businesses.
Innovation remains at the core of our future, with expert teams working across the group
to turn ideas into functional benefits for our customers and portfolio companies.
A year of progress
FY26 was a landmark year: group revenue grew 51% to US$10.8 billion, lifted by the
acquisitions of Just Eat Takeaway.com and Despegar alongside strong organic growth from
iFood and OLX. Ecosystem aEBITDA grew 84% and aEBIT grew 95%.
We continued to invest for long-term growth, deploying US$8.0 billion in FY26 within a
disciplined framework. Core headline earnings were US$3.6 billion, up 14% (24% on a
per-share basis, on a post-split basis).
Our balance sheet reflects the scale of this investment: we ended the year with US$12.7
billion in cash against US$17.9 billion of interest-bearing debt, a shift from the net cash
position reported a year ago, following the JET and Despegar acquisitions. We remain fully
committed to our investment-grade rating. Free cash inflow rose to US$1.5 billion, from
US$1.0 billion.
Our role in society
As a global technology group, we continue to focus on solutions for some of the world's
most pressing needs, while ensuring our own operations have a positive, lasting impact.
In FY26 we published our first CSRD-compliant sustainability statements with limited
assurance, and welcomed the European Commission's Omnibus I Directive, finalised in
February 2026. This simplifies reporting requirements without diluting our underlying
commitments.
On climate, our own operations remain at net-zero for scope 1 and 2 emissions, portfolio-
wide scope 3 emissions fell 19%, and we made further progress electrifying delivery fleets
at iFood and eMAG. On social impact, we meaningfully impacted 28 368 lives across our
ecosystem in FY26 through education, digital and financial literacy programmes.
Aligning remuneration to performance and value creation
Naspers operates in highly competitive, fast-changing markets, many characterised by a
shortage of key skills. Our remuneration principles remain simple: pay for performance;
align with desired shareholder outcomes; achieve the business plan; and be consistent. In
FY26, 10% of executives' short-term incentives remained linked directly to ESG metrics,
including our employee engagement survey and social impact outcomes.
Our CEO's moonshot award remains in place. This requires our combined market
capitalisation to double from US$84 billion to US$168 billion over four years from July
2024, and be sustained for a further year, together with total shareholder returns beating
the median of a highly competitive peer group. Progress is tracked and disclosed
transparently. In response to shareholder feedback, we also propose extending our
existing CEO shareholding requirement (four to six times annual salary) to the CFO, who
would be expected to hold shares worth up to two times his annual base salary.
Proposed adjustments to the CEO and CFO's total remuneration for FY27 are detailed in
the remuneration policy and 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 Tuesday, 1 December 2026.
It is anticipated that dividends will be payable to shareholders recorded in the register on
Friday, 11 December 2026 and paid on Monday, 14 December 2026.
The last date to trade cum dividend will be on Tuesday, 8 December 2026 (shares trade
ex-dividend from Wednesday, 9 December 2026). Shares may not be dematerialised or
rematerialised between Wednesday, 9 December 2026, and Friday, 11 December 2026,
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.
Having reached profitability across every ecosystem this year, we are focused on
sustaining that momentum: growing responsibly, deepening our AI-first edge, and
continuing to narrow the gap between our market value and the sum of our parts. This
will create long-term value for our shareholders.
CAPE TOWN
27 August 2026
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, 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: 27/08/2026 10:00:00
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