Naspers holds 72.5% of the Ordinary Shares in Prosus, which represent 72.5% of the voting rights in respect of the shares. As a result, Naspers will have significant control over the Company’s management and affairs and will be able to control all matters requiring shareholder approval, including the election or removal of directors and approval of any significant corporate transaction, such as a merger or other sale of the Company or its assets. Naspers itself is controlled through a voting control structure. Prosus has a protection structure implemented under its articles of association, whereby upon Naspers making, or being obliged to make, a filing with the AFM that it ceases to be entitled to exercise at least 50% plus one vote out of the total number of voting rights that may be exercised at a general meeting of Prosus, the Protection Structure will be activated and the A1 Ordinary Shares, carrying one vote per share, will automatically convert to A2 Ordinary Shares, carrying 1,000 votes per share. The majority of the A Ordinary Shares will be held by two companies, Naspers Beleggings (RF) Limited (Nasbel) and Keeromstraat 30 Beleggings (RF) Limited (Keerom), that together also comprise the voting control structure of Naspers. Nasbel and Keerom will collectively hold 79.95% of the A Ordinary Shares, which, if the Protection Structure is activated, will carry approximately 54.66% of the total voting rights of the Shares.
To learn more about the Naspers control structure please visit https://www.naspers.com/about/control-structure