Prosus AGM

Among the agenda items of the AGM was an amended remuneration policy for Executive and Non-Executive Directors of the company. Following the implementation of the Shareholders Rights Directive II, as of 2021, Dutch listed companies are required to adopt a formal remuneration policy that needs to be approved by the shareholders annual general meeting every four years. PGGM voted against Prosus’ amended remuneration policy, as it included a so-called ‘moonshot’ award of USD 100 millionfor its new CEO.

This award is contingent on two conditions:

1. Prosus Group’s’ aggregate market cap is at least doubled within a four-year period between 1 July 2024 and 1 July 2028 – and that value is maintained for at least one year.
2. The Group’s net value creation over the four-year term, measured in terms of total shareholder returns (TSR), is above median compared to its peer group.

PGGM has several concerns regarding the amended remuneration policy, which we voiced on behalf of our client pension fund PFZW during the AGM:

• PGGM believes a USD 100 million ‘moonshot’ award is excessive and disproportionate and should not become the norm in the Dutch market, regardless of the operational context of companies. This is also considering the fact that at Prosus, the ratio between CEO pay and that of an average employee is already one of the highest of all Dutch companies listed on the AEX at approximately 217:1 in 2024/2025, without including the ‘moonshot’ award.
• As the fair value of the special one-off ‘moonshot’ award amounted to USD 100 million at grant date, the actual value of the award at vesting date will be even higher if the Group’s market value has more than doubled.
• The company has not explained why this special incentivization is necessary, as the new CEO will already be incentivized by a Short-Term Incentive Plan (STIP) and a Long-Term Incentive Plan (LTIP). Additionally, the company removed the requirement for the CEO to maintain a shareholding in the company, which is a current market practice.

As a result of these concerns, PGGM voted against the amended remuneration policy.

The amended remuneration policy was adopted by the AGM with 83,16% of votes in favor. Prosus’ is majority owned by Naspers, a Johannesburg Stock Exchange listed company, and was formed to house the international assets of Naspers. Given the majority-ownership of Naspers, it was no surprise the amended remuneration policy would be adopted by the AGM.