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Naspers shareholders are advised that notice is hereby given, in terms of the notice of annual general meeting posted to Shareholders on Wednesday, 26 July 2023 (Notice of Annual General Meeting), that the virtual annual general meeting of Naspers (the Annual General Meeting) will be held at 14:00 SAST on Thursday, 24 August 2023, entirely by electronic communication as permitted by the Companies Act 71 of 2008, and by Naspers’ memorandum of incorporation.
Naspers has retained the services of The Meeting Specialist Proprietary Limited (TMS) to host the Annual General Meeting, and the remote hosting of the Annual General Meeting will be on an interactive electronic platform that will facilitate remote participation and voting by Shareholders.
Shareholders who wish to participate electronically and/or vote at the Annual General Meeting are required to deliver the electronic participation form to TMS as soon as possible, but in any event no later than 16:00 SAST on Tuesday, 15 August 2023 by email to [email protected]. TMS will assist Shareholders with the requirements for participation in and/or voting at the Annual General Meeting, including access to the electronic voting platform.
Proxy forms must be lodged, for administrative purposes, by no later than 14:00 SAST on Tuesday, 22 August 2023, alternatively presented to the Naspers company secretary before the commencement of the Annual General Meeting.
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Shareholders are advised that the Notice of the Annual General Meeting is accompanied by a circular containing relevant information about the Proposed Transaction (as defined below) in so far as it relates to Naspers (the Naspers Circular). The Notice of Annual General Meeting, and the accompanying Naspers Circular, are also available on Naspers’ website at www.naspers.com/investors/shareholder-centre/shareholder-meetings. Naspers’ remuneration report and the proposed remuneration policy are included in the 2023 integrated annual report of Naspers that has already been made available to Shareholders.
The record date to be eligible to vote at the Annual General Meeting is Friday, 18 August 2023, and, accordingly, the last day to trade Naspers N ordinary shares to be recorded in the Naspers shareholders’ register on the record date to be eligible to vote and participate at the Annual General Meeting is Tuesday, 15 August 2023.
Removal of the Cross-holding Structure
On 27 June 2023, the board of directors of Naspers Limited (the Naspers Board) and the board of directors of Prosus N.V. (the Prosus Board) announced that Naspers and Prosus (together with their consolidated subsidiaries, the Group) intend to implement a proposed transaction in terms of which the cross-holding structure between Naspers and Prosus will be removed (the Proposed Transaction).
Shareholders are advised that further information of the Proposed Transaction about Naspers is set out in the Naspers Circular that Naspers has posted to Shareholders today, on 26 July 2023, simultaneously with the Notice of Annual General Meeting, made available on Naspers’ website at www.naspers.com/investors/shareholder-centre/shareholder-meetings.
The shareholder resolutions the Shareholders must approve to implement the Proposed Transaction are in the Notice of Annual General Meeting. Regarding Naspers, voting on the matters necessary to implement the Proposed Transaction will occur at the Annual General Meeting.
Shareholders are advised to read the Naspers Circular carefully and in its entirety. Any decision to approve the shareholder resolutions of the Proposed Transaction at the Annual General Meeting should be made only based on the information in the Naspers Circular and/or the Notice of Annual General Meeting.
Naspers has retained the services of The Meeting Specialist Proprietary Limited (TMS) to host the Annual General Meeting, and the remote hosting of the Annual General Meeting will be on an interactive electronic platform that will facilitate remote participation and voting by Shareholders.
Shareholders who wish to participate electronically and/or vote at the Annual General Meeting are required to deliver the electronic participation form to TMS as soon as possible, but in any event no later than 16:00 SAST on Tuesday, 15 August 2023 by email to [email protected]. TMS will assist Shareholders with the requirements for participation in and/or voting at, the Annual General Meeting, including access to the electronic voting platform.
Proxy forms must be lodged, for administrative purposes, by no later than 14:00 SAST on Tuesday, 22 August 2023, alternatively presented to the Naspers company secretary before the commencement of the Annual General Meeting.
Shareholders are advised that the Notice of the Annual General Meeting is accompanied by a circular containing relevant information about the Proposed Transaction (as defined below) in so far as it relates to Naspers (the Naspers Circular). The Notice of Annual General Meeting, and the accompanying Naspers Circular, are also available on Naspers’ website at www.naspers.com/investors/shareholder-centre/shareholder-meetings. Naspers’ remuneration report and the proposed remuneration policy are included in the 2023 integrated annual report of Naspers that has already been made available to Shareholders.
The record date to be eligible to vote at the Annual General Meeting is Friday, 18 August 2023, and, accordingly, the last day to trade Naspers N ordinary shares to be recorded in the Naspers shareholders’ register on the record date to be eligible to vote and participate at the Annual General Meeting is Tuesday, 15 August 2023.
Read also: Naspers and Prosus shares up 10% after announcing new attack on discount
