| Consolidated and company annual financial statements |
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Notice of annual general meeting
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Notice is hereby given that the ninety-fourth annual general meeting of Naspers Limited (”the company” or “Naspers”) will be held
on the 18th floor of Naspers Centre, 40 Heerengracht in Cape Town, South Africa, on Friday, 22 August 2008 at 11:15. The following
resolutions will be considered and, if approved, be adopted with or without amendment:
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ORDINARY RESOLUTIONS
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| 1. |
The financial statements of the company and the group for the twelve (12) months ended 31 March 2008 and the reports of
the directors and the auditor to be considered and accepted. |
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| 2. |
The confirmation of dividends in relation to the N ordinary and A ordinary shares of the company. |
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| 3. |
The approval of the remuneration of the non-executive directors for the year ended 31 March 2008. |
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| 4. |
The reappointment of the firm PricewaterhouseCoopers Inc. as auditor for the period until the conclusion of the next annual
general meeting of the company. |
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| 5. |
To approve the appointment of Mr J P Bekker, who was reappointed as managing director for a fixed term of five years with
effect from 1 April 2008 and who is eligible and offers himself for election as director. His abridged curriculum vitae appears in
the directorate. |
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The directors unanimously recommend that the reappointment be approved by the shareholders of the company. If this ordinary
resolution is passed, it will serve to confirm Mr Bekker’s reappointment as set out above.
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To elect Prof G J Gerwel and Messrs J J M van Zyl and B J van der Ross who retire by rotation and, being eligible, offer
themselves for re-election. Their abridged curricula vitae appear in the directorate. The re-election of each director will be
carried out in separate ordinary resolutions. |
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| 7. |
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 general authority to the directors to allot and
issue in their discretion (but subject to the provisions of section 221 of the Companies Act, No 61 of 1973, as amended (the
Act), and the requirements of the JSE Limited (the JSE) and any other exchange on which the shares of the company may be
quoted or listed from time to time) the unissued shares of the company on such terms and conditions and to such persons,
whether they be shareholders or not, as the directors in their discretion deem fit. |
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| 8. |
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% of the issued number of that
class of shares (including securities that 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.
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The following special resolutions will be considered and, if approved, will be adopted with or without amendment:
SPECIAL RESOLUTION NUMBER ONE
That the company or any of its subsidiaries be and are hereby authorised, by way of a general authority, to acquire N ordinary shares issued by the company, in terms of and subject to sections 85(2), 85(3) and 89 of the Companies Act, No 61 of 1973, as amended, and in terms of the rules and requirements of the JSE being that: |
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- 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
- the company has been given authority by its articles of association
- 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 remaining in compliance with the minimum shareholder spread requirements of the JSE Listings Requirements, and
- the company and/or its subsidiaries not repurchasing any N ordinary shares during a prohibited period as defined by the
JSE Listings Requirements.
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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 annual general meeting: |
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- 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.
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The following additional information, some of which appears elsewhere in the annual report of which this notice forms part, is
provided in terms of the JSE Listings Requirements for purposes of the general authority: |
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Directors’ responsibility statement
The directors, whose names appear in the directorate, collectively and individually accept full responsibility for the accuracy of the
information pertaining to this special resolution number one and certify that, to the best of their knowledge and belief, there are no
facts that have been omitted that would make any statement false or misleading, and that all reasonable enquiries to ascertain such
facts have been made and that special resolution number one contains all relevant information.
Material changes
Other than the facts and developments reported on in the annual report, 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 that is in the best
interests of the company and its shareholders.
The reason for and effect of special resolution number one is to grant the company a general authority in terms of the
Companies 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 TWO
That the company or any of its subsidiaries be and are hereby authorised, by way of a general authority, to acquire A ordinary shares
issued by the company, in terms of and subject to sections 85(2), 85(3) and 89 of the Companies Act, No 61 of 1973, as amended.
The reason for and effect of special resolution number two is to grant the company a general authority in terms of the
Companies Act for the acquisition by the company, or a subsidiary of the company, of the company’s A ordinary shares.
SPECIAL RESOLUTION NUMBER THREE
That the articles of the company be changed to insert the words “of the transfer secretary” directly after the word “office” in the first
line of paragraph 34.2. (The articles of association of the company were registered in Afrikaans and the amended text appearing in
this resolution is a free translation of the Afrikaans text.)
The reason for and effect of special resolution number three is to allow for proxy forms to be submitted to the office of the
transfer secretary and not the office of the company. |
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9. ORDINARY RESOLUTION
Each of the directors of the company 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.
10. OTHER BUSINESS
To transact such other business as may be transacted at an annual general meeting.
Shareholders entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend, speak and
vote in their stead. A proxy need not be a shareholder of the company.
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 depositary 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 registered office of the company
by no later than 11:15 on Thursday, 21 August 2008. A form of proxy is enclosed with this notice. The form of proxy may also be
obtained from the registered office of the company.
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By order of the board
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G M Coetzee
Company secretary
30 July 2008
Cape Town |
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