A revolt by ordinary Naspers investors over executive pay was overturned by shares carrying 1,000 votes each, allowing the company’s remuneration measures to pass with approximately 92% support.
An analysis of the voting figures by *Business Bagel* found that approximately 66% of ordinary N shareholders rejected Naspers’ remuneration implementation report at its annual meeting.
Almost 70% opposed the wider remuneration policy.
Once the company’s high-voting A shares were included, however, both resolutions passed with approximately 92% support.
The outcome provides a striking illustration of the gap between economic ownership and voting power at the South African technology investment group.
An ordinary Naspers N share carries one vote. Each A share carries 1,000 votes.
The A shares are held by a limited number of entities and individuals linked to Naspers’ historical control structure. Company rules introduced in 2023 prevent any one A shareholder from controlling more than 34% of the votes attached to that class.
**A $100 million incentive remains in place**
The dispute comes as shareholders continue to question an exceptional performance incentive for chief executive Fabricio Bloisi.
**DON'T MISS THIS: ****South African billionaire plots Africa’s largest education investment with $417.48m**
Bloisi could receive Naspers and Prosus shares worth $100 million if the companies’ combined market value doubles from $84 billion to $168 billion.
The target must be achieved within four years of his appointment in July 2024, sustained for another year and accompanied by shareholder returns exceeding the median performance of a selected group of global technology companies.
The award has not been paid and may never vest.
It was also not presented at the latest annual meeting as a standalone resolution asking shareholders to approve a $100 million payment. It forms part of the existing remuneration structure that survived the wider pay vote.
That distinction is important. Shareholders were voting on the remuneration policy and its implementation, not authorising an immediate transfer of $100 million to Bloisi.
**Ordinary investors lose despite commanding majority**
Naspers disclosed that it had approximately 765 million N ordinary shares and 4.8 million A shares following a five-for-one share subdivision.
The much smaller number of A shares can exercise billions of votes because of the 1,000-to-one structure.
By comparison, the high-voting shares used by American technology groups such as Meta and Alphabet generally carry ten votes for every ordinary vote.
Naspers’ structure therefore gives its special shares substantially greater voting power.
The company was created more than a century ago as a South African publishing group. It later transformed its fortunes through an early investment in China’s Tencent.
Naspers now controls Prosus, which holds technology investments across online food delivery, financial services, classified advertising, education technology and e-commerce.
**Investors also opposed proposals at Prosus**
The opposition was less extensive at Prosus, but still significant.
Official results show that 11.87% of votes cast opposed the Prosus directors’ remuneration report, while 14.11% rejected amendments to the remuneration policy. Both resolutions passed.
Prosus said 97% of the shares eligible to vote were represented at the meeting.
The group has tried to reduce the gap between the value of its publicly traded shares and the value of the technology assets it owns.
It spent approximately $10 billion buying back shares during the latest financial year and says more than $40 billion has been returned to investors through the programme since 2022.
The holding-company discount nevertheless remained around 43%. The discount-related measure in executives’ short-term incentives consequently paid nothing for the second consecutive year.
**A recurring dispute over control**
The latest vote was not the first time ordinary Naspers shareholders rejected pay proposals but failed to defeat them.
A similar result occurred in 2025, when extensive opposition among ordinary investors was outweighed by the A shares.
International investors, including large pension funds and asset managers, have criticised the company’s remuneration arrangements and corporate-governance structure.
Supporters of founder-controlled and high-voting companies argue that the structures protect long-term decision-making from short-term market pressure.
Critics contend that they weaken accountability because investors who carry most of the economic risk may not possess enough votes to influence the outcome.
For Naspers shareholders, the latest meeting supplied a particularly clear example. A substantial majority of ordinary investors rejected the pay measures, but the final result recorded overwhelming approval.
Follow the story