Governance

Board of directors

For an overview of our board of directors, click here.

Management team

For an overview of our management team, click here.

Remuneration

Craig Enenstein, chairperson of the Naspers and Prosus HR & remuneration committee, answers questions on Prosus’s approach to remuneration.

Watch all the videos on remuneration here.

Remuneration report 2022 (PDF)
Proposed remuneration policy (PDF)

Voting structure

Issued share capital
As at 31 March 2022, the issued share capital of Prosus comprises three classes of shares:

• 4 456 650 unlisted ordinary shares A1 that have one vote per share and entitled to one fifth (1/5) of the amount of a distribution made on each ordinary share N, multiplied by the free-float percentage,
• 1 128 507 756 unlisted ordinary shares B that have one vote per share and each ordinary share B is entitled to one millionth (1/1 000 000) of the amount of a distribution made to each ordinary share N. All ordinary shares B in issue are held by Naspers Limited, and
• 2 073 643 605 listed ordinary shares N that have one vote per share. Naspers Limited holds 1 180 250 012 ordinary shares N.  On 14 March 2022, the board of directors decided to cancel 69 825 860 ordinary shares N that Prosus held in its own capital resulting in an issued share capital for the ordinary shares N of 2 003 817 745.

 Protection structure

The aim of the Prosus protection structure is to ensure the continued independence of the group.

The protection structure has not been activated as Naspers as at 31 March 2022 controls approximately 73.60% of Prosus. The protection structure would only be activated if Naspers makes, or is obliged to make, a filing with the AFM that it ceases to be entitled to exercise at least 50% plus one vote of the total number of voting rights that may be exercised at a general meeting. In such event, the A1 ordinary shares, carrying one vote per share, automatically convert to ordinary shares A2 carrying 1 000 votes per share.

Keeromstraat 30 Beleggings (RF) Limited (Keerom) and Naspers Beleggings (RF) Limited (Nasbel) hold such ordinary shares A1 that, if the protection structure was activated, together they would control more than 50% of the ordinary shares A and the ordinary shares N. These two companies exercise such rights in consultation with one another in accordance with a voting pool agreement. No other entities are part of the protection structure.

Relationship with Naspers

Following the implementation on 16 August 2021 of an exchange offer in which holders of Naspers N ordinary shares could exchange these shares for Prosus ordinary shares N, as at 31 March 2022, Naspers holds a 73.60% voting interest in Prosus, representing a 42.29% economic interest. Prosus holds a 15.36% voting interest in Naspers, representing a 49.86% economic interest.

Cross-holding agreement

Naspers and Prosus entered into a cross-holding agreement in terms of which Naspers limits its economic interest in Prosus and Prosus waives its rights to dividends declared by Naspers which are received as a result of a distribution by Prosus. The crossholding agreement gives shareholders certainty that the full extent of Prosus’s free-float shareholders’ economic interest in the underlying Prosus portfolio in distributions will be paid directly and efficiently at the Prosus level.

In terms of this cross-holding agreement, Prosus’s free-float shareholders’ economic interest in the underlying Prosus portfolio (the Prosus free-float’s economic interest) is 57.69% (larger than the 39.72% Prosus free-float direct holding of Prosus ordinary shares N). The Naspers free-float shareholders’ economic interest in the underlying Prosus portfolio (the Naspers free-float’s economic interest) is 42.29%.

To ensure efficient and effective ongoing interaction between Prosus and Naspers, distributions are made on a ‘terminal economic value’ basis. This provides shareholders with certainty that the full extent of the Prosus free-float’s economic interest in distributions is paid directly and efficiently at the Prosus level. The term ‘terminal economic value’ refers to a terminal (ie effective) economic value distribution that requires that both Naspers and Prosus free-float shareholders receive distributions based on their ultimate underlying interests in the group as if a distribution had been made continuously a number of times through the crossholding.

A terminal (ie effective) economic value distribution requires that both Naspers and Prosus free-float shareholders receive their ultimate underlying interests. This means that Naspers will automatically distribute any distribution it receives from Prosus under the cross-holding agreement to its free-float shareholders and Prosus waives in advance any entitlement to the onward distribution declared by Naspers.

For more information, please refer to the annual report which can be found here.