---
title: "Naspers: voting control, share classes and the ended Prosus crossholding"
language: en
canonical: https://dossiertwist.com/dossiers/naspers/voting-control-and-share-classes/
as_of: 2026-09-21
keywords: ["Naspers","Prosus","voting control","Nasbel","Keerom","Wheatfields","Takealot","PayU","Media24"]
---

# Naspers: voting control, share classes and the ended Prosus crossholding

- Jurisdiction: ZA (ZA)
- Company register: 1925/001431/06 (South African company identity disclosures)

**Question.** How can voting control differ so sharply from economic ownership?

**Answer.** A shares carry disproportionate votes and different distribution rights. Dated share counts, the protective voting pool and the 2023 removal of reciprocal ownership must be read separately.

## The listed South African parent and its legal identity

- Analysis: Naspers Limited is the South African public company registered as 1925/001431/06 on 18 July 1925. Its corporate history begins with the publishing business established in 1915. The listed parent has its primary listing on the Johannesburg Stock Exchange; its controlled international investment company, Prosus N.V., has a separate primary listing on Euronext Amsterdam. [s-d7] [s-d8] [s-d30] [s-d86] [s-d320]
  - Qualification: The business’s 1915 origin is distinct from the legal entity’s 1925 incorporation. A different number in the old English translation of a memorandum filed with the SEC is not adopted as the current registration number. Naspers Limited, Prosus N.V., Media24 Holdings and Media24 Proprietary Limited are distinct legal entities.

## Unequal votes and economic rights

- Analysis: Naspers has unequal voting classes: each A ordinary share carries 1,000 votes, while each N ordinary share carries one. An A share’s distribution entitlement is one-fifth of an N share’s. This separates voting power from economic participation. The memorandum protects the A holders’ voting majority; the 2026 AGM announcement states that no single A shareholder can control more than 34% of Naspers. [s-d7] [s-d30] [s-d31] [s-d34] [s-d131] [s-d320]
  - Qualification: That 34% statement concerns Naspers voting control, not a limit of 34% of the A class. Historical authorised and issued share counts in earlier memoranda must not be treated as the September 2026 capital structure. A five-for-one subdivision took effect on 6 October 2025 without changing shareholder rights.

## The crossholding ended; share denominators still matter

- Analysis: The company’s share table records removal of the Naspers–Prosus crossholding in September 2023. Before the transaction, Prosus held Naspers shares; the later table shows that position removed. At 11 September 2026 the table gives approximately 765.093 million issued N shares, 19.346 million treasury N shares and 745.747 million net N shares, alongside approximately 4.806 million A shares. [s-d31] [s-d342]
  - Qualification: The table is explicitly expressed in thousands. Its total of approximately 750.553 million combines net N shares and A shares, not voting rights or equivalent economic interests. Old descriptions of Prosus owning roughly half of Naspers are historical, not a continuing circular holding after September 2023.

## Passed resolutions and dissent within the N class

- Analysis: The August 2026 AGM illustrates the difference between N-share sentiment and combined voting control. N holders voted 69.87% against the remuneration policy and 66.40% against its implementation report. Both nevertheless passed, with combined support of 91.77% and 92.18% after the A votes. Rachel Jafta’s re-election had 50.12% opposition among N votes but passed with 94.17% combined support. [s-d309] [s-d320] [s-d360]
  - Qualification: These are the separate class and combined voting results disclosed by the company. They are not a claim that the resolutions failed or that most economic ownership necessarily supported them. The 1,000 votes per A share explain why simple share-count comparisons are misleading.
  - Response: The company says no A shareholder controls more than 34% of Naspers. It acknowledges that the holding-company discount had not narrowed as shareholders wanted and says the discount-linked portion of CEO and CFO short-term incentives paid zero for FY26.
  - Outcome: The AGM approved all resolutions. The Prosus dividend was to be passed through to Naspers shareholders, with the exact per-share amount to be announced on 1 December 2026 after further buybacks; it was not yet fixed at the archive cutoff.

## Sources

- [s-d7] Company statement source · s-d7
- [s-d8] Company statement source · s-d8
- [s-d30] Company statement source · s-d30
- [s-d86] Other source · s-d86
- [s-d320] Company statement source · s-d320
- [s-d31] Company statement source · s-d31
- [s-d34] Company statement source · s-d34
- [s-d131] Media source · s-d131
- [s-d342] Media source · s-d342
- [s-d309] Company statement source · s-d309
- [s-d360] Company statement source · s-d360