Improving everyday life for millions of people… Integrated annual report 2021 Group overview Performance review Sustainability review Governance Financial statements Further information Group overview Performance review 02 About this report 31 Our performance 03 Statement of the board of 32 Classifieds directors on the integrated 36 Food Delivery annual report 42 Payments and Fintech 04 Group overview 46 Etail 11 Chair’s review 52 Ventures 13 Chief executive’s review 57 Naspers Foundry 18 Our strategy 58 Social and Internet Platforms 20 Our business model 60 Media …by building leading 21 Measuring our impact 62 Financial review 22 The world around us 63 Managing risks and 25 Stakeholder engagement opportunities and materiality 65 Monitoring of key risks 29 Our culture consumer internet Sustainability review 73 Our sustainability direction 75 Data privacy and protection 77 Cybersecurity and technology resilience companies that address 79 Artificial intelligence and machine learning 81 Our people 88 The environment societal needs. 91 Society 95 Tax Governance 99 Our board 101 Naspers group governance framework 102 Governance for a sustainable business 116 Remuneration report Welcome to our 2021 Summarised consolidated annual financial statements 146 Chief executive and integrated annual report financial director responsibility statement 146 Statement of responsibility by At Naspers, we are committed to improving the board of directors 147 Independent auditor’s report everyday life for millions of people by building 148 Summarised consolidated leading consumer internet companies that annual financial statements address societal needs. This is at the heart Further information 175 Notice of virtual annual of why and how we create value responsibly general meeting 181 Form of proxy for all our stakeholders. 182 Notes to the form of proxy 184 Shareholder and corporate information On the following pages we share our 185 Analysis of shareholders and shareholders’ diary story of living up to this commitment 186 Naspers voting control structure in an extraordinarily challenging, transformative year. Naspers integrated annual report 2021 1 v Group overview Performance review Sustainability review Governance Financial statements Further information Where relevant, we have adjusted amounts and measure its operating performance. The group’s About this report percentages for the effects of foreign currency, as use of non-IFRS measures may vary from the use of well as acquisitions and disposals. other companies in its industry. The measures used should not be considered as an alternative to net This integrated annual report assesses our performance for the Such adjustments (pro forma financial information) income(loss), revenue or any other performance financial year ended 31 March 2021. We aim to provide a are quoted in brackets after the equivalent metrics measure derived in accordance with IFRS or to net picture of our progress and impact on society. reported under International Financial Reporting cash inflow(outflow) from operating activities as a Standards (IFRS). Refer to pages 161 to 168 of the measure of liquidity. The non-IFRS measures have summarised consolidated annual financial limitations as analytical tools and should not be Reporting statements for a reconciliation of these metrics with considered in isolation or as substitutes for analysis In line with best practice for integrated reporting we THE SIX CAPITALS the equivalent amounts reported under IFRS. of the group’s results as reported under IFRS. They measure our performance by evaluating how we Financial Intellectual Financial commentary and segmental reviews are may exclude or include amounts that are included create value for our key stakeholders by taking prepared on an economic-interest basis (which or excluded, as applicable, in the calculation of the account of the six capitals1. We also report on the Human Social and relationship includes consolidated subsidiaries and a most directly comparable measures in accordance 11 material issues identified by our stakeholders in proportionate share of associated companies and with IFRS. Their usefulness is therefore subject to our first materiality assessment as well as progress joint ventures), unless otherwise stated. limitations, which are described below. In Manufacturing Natural made against our strategy. We regularly measure particular, other companies in the industry may returns on invested capital. We understand the risks This report contains certain non-IFRS financial define the non-IFRS measures used herein we take and manage these to minimise their impact measures (non-IFRS measures), which are not differently than the group does. In those cases, it on our business and results. liquidity or performance measures under IFRS, and may be difficult to compare the performance of KEY ISSUES which the group considers to be alternative those entities to the group’s performance based This way of telling a comprehensive, connected performance measures (APMs). These APMs are Business Societal story fits well with our holistic view of value and on these similarly named non-IFRS measures. In prepared in addition to the figures that are addition, the exclusion of certain items from Financial performance Business culture, our focus on creating sustainable value for prepared in accordance with IFRS. Such measures ethics and integrity long-term good. non-IFRS measures does not imply that these items include trading profit; adjusted EBITDA; headline are necessarily non-recurring. From time to time, Responsible earnings; core headline earnings; free cash flow; People Responding to Covid-19 the group may exclude additional items if it investments growth in local currency, excluding acquisitions and We were quick to respond to the Covid-19 believes doing so would result in more transparent disposals; and economic-interest information. Customer centricity Data privacy pandemic. From the outset we focused on ensuring and comparable disclosure. we safeguarded our people, maintained our ability The group provides non-IFRS measures and other Environment Digital inclusion to serve our customers and protected our information because the board believes that they Climate action businesses for the long term. Throughout the report provide investors with additional information to Technological we sum up how we have lived up to this AI commitment, including the many different initiatives undertaken by portfolio companies. Limited’s stock exchange (XJSE:PRX) and A2X applicable law and regulation. The group also Cyber-resilience Listing information Markets (PRX.AJ) and also has bonds listed on encourages its associates and investees (non- Naspers Limited (Naspers) has its primary listing on Euronext Dublin. Prosus also has ADRs that trade controlled entities) to adopt appropriate Innovation the JSE Limited’s stock exchange (JSE) (NPN.SJ) on an OTC basis in the US. governance standards (for example, codes of and a secondary listing on A2X Markets (NPN.AJ) business ethics and conduct, and policies relating in South Africa. It is the largest South African Scope and boundary of reporting to anti-bribery and anti-corruption, competition company on the JSE. It also has a level 1 American Financial and non-financial reporting compliance, privacy and sanctions and export Depository Receipt (ADR) programme listing on the This report extends beyond financial reporting. It controls). London Stock Exchange (LSE: NPSN) and trades on reflects on non-financial performance, an over-the-counter (OTC) basis in the United States opportunities, risks and outcomes attributable to or It includes the strategy and financial performance (US). Investors are therefore able to buy and sell associated with key stakeholders who have a of Naspers and its subsidiaries, joint ventures and Naspers securities on several markets. Naspers’s significant influence on our ability to create value. associates (the group). The scope of reporting on subsidiary, Prosus N.V. (Prosus), is listed on Euronext Our subsidiaries, associates and investees non-financial performance is indicated in this 1 As identified in the framework of the International Integrated Reporting report. Group reporting standards are continually Council: financial, human, intellectual, manufacturing, social and Amsterdam with secondary listings on the JSE (non-controlled entities) are required to comply with relationship and natural capitals. being developed to make disclosure meaningful Naspers integrated annual report 2021 2 Group overview Performance review Sustainability review Governance Financial statements Further information Materiality and material matters The audit committee recommends the appointment the report. We are not under any obligation to (and continued About this report We apply the principle of materiality in assessing of the external auditor to shareholders, reviews the expressly disclaim any such obligation to) revise or what information to include in our integrated annual auditor’s independence annually and oversees the update any forward-looking statements to reflect report. This report focuses particularly on those external audit. The audit committee makes events or circumstances after the date of the report and measurable for stakeholders. Given the highly issues, opportunities and challenges that impact recommendations to the board and assists the or to reflect the occurrence of unanticipated events. competitive environment in which we operate, materially on the group and on its ability to