Prosus N.V. (AMS:PRX)
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40.77
-0.77 (-1.84%)
Apr 27, 2026, 5:38 PM CET
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EGM 2021

Jul 9, 2021

Speaker 1

Ladies and gentlemen and shareholders from all over the world, thank you very much for joining. We had a problem to establish sound between London, where I'm sitting, and Amsterdam, where Some of our other executives are sitting. We apologize for wasting your time. So I'll chair the meeting today. And As you well imagine, the COVID pandemic has required that this event be held online to keep all of us safe, But we value the participation by so many loyal shareholders in many countries.

We thank you very much for being here with us. With us are all of our own non executive directors from as far as fields as Brazil, India, Some in China, South Africa, California, the U. K. Then also to executives, Bob Van Dijk, our CEO and Basel Schodas, our CFO. And then keeping the good order are Gillian Cusby Green, our company secretary and Joyce Liam Reiser, A notary at Allen and Overy in the Netherlands.

So please allow me to quickly outline the agenda. Luckily, today, we have only a single resolution on the agenda, so we need a single vote. And by now, you probably are very familiar with the whole proposal. Nonetheless, let's ask Borf and Aech to quickly summarize briefly What the resolution asks you to vote on, also what it means for you and what it means for the company. After that, we'll move to a question and answer session, and Gelli will outline the procedures for that.

Now most shareholders have already voted by proxy. If you haven't voted, you're very welcome to vote at any moment during this meeting. Nonetheless, after the question and answer, we're both in an extra short pause for last voting chance. I now hand over to Gillian, who will explain to you the process. Gillian?

Speaker 2

Thank you, Chris, and good afternoon, everybody. Regarding questions, so shareholders have previously submitted questions and these have been answered and were published on our company website today. Those shareholders may ask follow on questions if they wish to during the meeting at our Q and A session. Shareholders who registered to vote and have received the required link and security passwords can vote online during this meeting. Once you've voted on the resolution, a message will appear on your screen confirming that your vote has been received.

You can change your vote until the vote is closed. Your last choice is what will count. You may vote at any time during the meeting until we Close the voting. I also have some information on the votes that may be cast today. So the number of issued and Standing M and A1 shares in the capital of Prosus is 1,616,000,000 289,395, each share has one vote.

Joyce, our civil law notary assisting, received proxies with voting instructions for 1,499,626,309 votes ahead of the meeting. In addition, according to the registration list, holders of 700 and 44,008 shares, yes, 744,008 shares. That's just the number that we have Who have joined us today and are present in the meeting. So in total, we have 92.8% of the issued and outstanding share capital Present or represented by proxy. Back to you, Clos.

Speaker 1

Thank you, Gillian. The notice for this meeting was published on the 27th May 27th May this year, together with meeting documents. So I declare the meeting properly constituted. Therefore, we can actually take a valid resolution at this meeting. May I now ask you to give Bob a minute to summarize the deal?

Over to you.

Speaker 3

Thank you, Koos, and good day to you all. The past 3 years have been transformational for the Group in many respects. In early 2019, Naspers unbundled MultiChoice Group, its video entertainment business. Later that year, the Internet assets were listed As Prosys on Euronext Amsterdam, last year a large share buyback of $5,000,000,000 of Naspers and Prosys shares was announced, Which we've now completed. And at the same time, we're building fast growing and valuable consumer Internet businesses at global scale.

We recently announced our full year results for the year 2, 31 March 2021, and they are the Group's best financial performance on record. Importantly, revenues in our e commerce portfolio, which excludes Tencent and Mail. Ru, grew 54% on the previous year And e commerce profits improved meaningfully. Our Classifieds business, our core payment businesses and EMAC were all profitable. Our Food segment is growing fast and we established a new global segment in Ad Tech, which already serves well over 500,000,000 users.

We are accelerating growth across our businesses and we are well capitalized with an exciting pipeline of M and A to drive further growth and deliver our long term strategy. The 33.4% IRR on our investment of the proceeds from the initial Tencent Trim 3 years ago Shows the strong potential of our businesses and platforms. The latest valuation of our e commerce portfolio $39,000,000,000 double what it was just a year ago. We have set the Group on a path that we Pact will generate significant value for our shareholders over time. However, a side effect of our fast growth is that Naspers' size On the Johannesburg Stock Exchange has become a real problem.

And it's a problem that is set to get worse and rapidly as we continue to grow. And that is why in May, we announced a voluntary share exchange offer to Naspers shareholders. The main objective for this step to reduce Naspers' outsized position on the JAC. It's important to briefly explain the size challenge As it is the central issue that this transaction tackles. Over recent years, Naspers has grown much faster than the JAC, and today it represents 23% of the weighted switch index.

And most investors and funds have prudential limits on the percentage of their assets That can be held in a single stock. And their higher limit is 15%, so those shareholders have to sell down their NASBA shares to 15%. And when the Naspers share price rises, they need to sell more to stay under the 15%. And we know this because they tell us that. There is a clear correlation between Naspers' increasing size on the JAC and the growth in a discount to Naspers net asset value.

And a rising discount at the Naspers level lifts the discount at the Prosus level, as both stocks have traded in tandem Since Pros is listed in 2019. If we successfully complete the voluntary share exchange, Naspers' weighting in the JAC SWIX We'll reduce from 23% to approximately 11% to 13%, which is a much better position to be in. And then South African funds can hold our full share of NASPO. For Prosus on Euronext Amsterdam, where its weight today is Just 1.1 percent of the STOXX 50 Index, we have significant headroom for continued growth. If we successfully complete the voluntary share exchange, We expect process will rise to 2.4 percent of the stock's 50.

That remains way under prudential limits. We expect that a larger and more liquid process will benefit those exchanging their shares over the long term And improved Processes discount, which will also accrue to Naspers as Processes' largest shareholder. So we view the voluntary share exchange offer as a critical intervention for the future of the Group. Put another way, in our view, maintaining As you can see from our most recently announced results, Our operations and investments continue to improve and grow in value, and we expect this will result in Naspers continuing to outpace the growth of the JAC. The voluntary share exchange offer we are proposing is the most efficient and implementable solution available to us in the near term, And it comes with minimal friction cost.

It rightsizes Naspers on the GAC and fundamentally improves the structure and investment The fastest growing Internet assets globally, essentially becoming a must buy for large European asset managers. While the problem we're trying to solve is quite complex, the structure of the company post transaction will be a simple one. The process free float will own 60% of the underlying NAV and process on the AEX will play the most significant role on how the assets are priced. And this is important as the Euronext Amsterdam does not suffer the same size challenges of the JAC in South Africa. This is positive for both Prozis and Aspris shareholders.

And finally, I want to emphasize that we are committed and incentivized To reducing the discounts at both companies over time. And importantly, this transaction preserves all future optionality for the Group. Back to you, Koos.

Speaker 1

Folks, I hope that you found that useful. We'll now move to the question and answer session. Gillian will briefly outline how to navigate the platform and how people can ask follow on questions. Over to you.

Speaker 2

Thanks, Chris. So the process for asking questions is the same as what we had during last year's virtual AGM. We're following the Dutch regulations for virtual meetings. All shareholders were able to raise questions ahead of the meeting. Answers to these questions were published on our website this morning.

So please note that follow on questions may only be asked in this Q and A session by those shareholders who submitted their questions in advance. But we are always happy to engage with all of our shareholders. So if you didn't submit a question in advance and therefore don't qualify for follow on questions in the meeting today, But if questions still occurs to you during the course of the meeting, please send it through to our Investor Relations. You can use this address. They'll get back to you pretty sharply once they receive your question.

The contact details for IR are also on our website. If we revert now to our agenda, those shareholders who submitted questions ahead of the meeting and want to ask a follow on question, As our Board comprises members In terms of process, We will note down questions and I will read them out 1 by 1. We'll read them out once and then we'll answer them. Khors, we'll allocate the question to the person best able to answer it. After this Q and A session, we will proceed to voting And then no more questions may be asked.

Back to you, Chris.

Speaker 1

Folks, David, you are the man receiving? Not yet? We have no questions.

Speaker 2

We have no questions.

Speaker 1

Let's just double check because just for background, the team received lots of questions, responded. Some of it's on the website. So there's been a great deal of interaction. But just to double check, David, No, there are no questions that come in.

Speaker 2

So, Chair, maybe I could just say to shareholders once again, just reiterate that We do welcome any questions. So if you have got any, please send them through to the website address that you saw earlier on the screen And our IR team will get back to you.

Speaker 1

Thank you. So folks, With that, the answer question and answer session is over. Just to emphasize, it's productive for you and certainly for us to engage. Lots of engagement took place in all sorts of formats. But if you still have a question and you're not sure how this will affect you, please pose it.

Julian has given the address, and it's on the website, and we will immediately try to and we will immediately try to respond. Now just to resume, As we outlined at the start, the voting has been opened for the duration of the meeting, but we are going to pause again for 30 Folks, thank you. I declare the voting now closed. We need a millet for the final calculations. It shouldn't take long.

And the technical the team at this moment, I have it. The technical team will show you the result on the screen. Gillian will also read it after loud. But while they're doing so, Jillian, why don't you just summarize for our shareholders the date and the procedures for the Annual General Meeting? It's coming up in August.

Speaker 2

Certainly, Chris. So our AGM is scheduled for 2 pm Central European Time on Tuesday, 24th August. The process for the meeting itself and for shareholders to send in a proxy vote or to register to attend and vote at the meeting It's exactly the same as the one followed for today's meeting, which was also the same as we did for last year. Full details are contained in the AGM, which can be found on our website together with our 31 March 2021 annual report. And ladies and gentlemen, as you can now see on the screen, the resolution has been carried with the Report of shareholders with 90.1 percent.

Vote in favor. Over to you, Koos.

Speaker 1

So just read out the actual numbers also while you have it.

Speaker 2

Thank you. So 4, we have sorry.

Speaker 1

Just flip it back, folks. Joanne wants to read it out. She can't remember so well.

Speaker 2

They're big numbers, So the number of votes fall. And here, Hopefully, I'm going to get it right. This is where my maths comes in.

Speaker 1

It's a €1,000,000,000

Speaker 2

It's €1,000,000,000 Okay. So 1,350,000,000,000 15,000 564 votes in favour. And then we have 146,977,900 and And abstaining, we have 2,775,782. So that is 90.19 percent in favor and 9.81% against.

Speaker 1

So folks, thank you very much for participating. We always have a high engagement level from our shareholders, and we appreciate it. We I can now announce that the resolution is actually carried. We hope to see all of you at the AGM, which is in August. And what's the date, Jillian?

It is on the 24th August. 24th August, right. Since all the items in the agenda have been dealt with, I can We'll declare the meeting closed. And I thank you very much for attendance wherever in the world you are. Have a good day.

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