Some of the world's largest investors published their voting plans before Wednesday's Prosus and Naspers annual meeting, and most of what they published was no. Norway's Storebrand and the Dutch manager Van Lanschot Kempen said they would go against the re-election of directors Rachel Jafta and Mark Sorour because of the share structure. Funds under the New York City Comptroller and the California Public Employees' Retirement System also voted against the two directors without giving reasons. Norges Bank Investment Management, which looks after about $2 trillion, objected to the pay proposals at Prosus, as did the California State Teachers Retirement System.
The structure they were objecting to is also what settles the outcome. A small group of insiders, chairman Koos Bekker among them, hold shares carrying 1,000 votes each against a single vote for an ordinary share. Mark Zuckerberg at Meta and Larry Page and Sergey Brin at Alphabet run the same arrangement at ten votes to one. Naspers has had its version since 1995 and, asked about it by Bloomberg, referred questions to its website.
The moonshot that keeps moving away
Chief executive Fabricio Bloisi's award is what the money is really arguing about. He collects $100 million in shares only if the combined market value of Naspers and Prosus doubles from where it stood when he took the job, and only if the group also beats the median return of a global technology peer group. Prosus says the award is binary and capped, either both hurdles clear or nothing pays, and that it is settled in shares rather than cash.
The doubling is going backwards. The combined value was $84 billion when Bloisi arrived, climbed for a year, and by March 2026 sat at $94 billion, barely above where it started. Reaching the target from there needs growth of close to 30% a year, well above what the doubling implied when it was set. ISS, the largest proxy adviser, told clients the conditions "appear unlikely to be met within the performance period".
What happened the last time they objected
There is a rehearsal for this, and it was a year ago. At the August 2025 Naspers annual meeting the remuneration policy and its implementation report were both endorsed by more than 90% of total votes. Among ordinary shareholders, the free float, about 71% voted against each of them. The high-voting A shares backed the company completely, the vote is advisory, and both passed. Glass Lewis went against re-electing Jafta again this year and said the Prosus pay policy should be rejected for an insufficient response to that dissent.
The objectors keep being right about the numbers and losing the vote anyway. Prosus shares are down 28% this year, while the holding-company discount target on the executives’ scorecard scored zero for the second year running. And on Wednesday, the pattern repeated itself. Almost 70% of ordinary Naspers shareholders voted against the pay policy, but once the high-voting shares were counted, it passed with 92% support. The implementation report followed almost exactly the same result: 66% of ordinary shareholders voted against it, and it still passed with 92%.
