Prosus N.V. (PRX.AS) Earnings Call Transcript & Summary

Good afternoon, everybody. Joining us today in person and virtually are our valued Board members from Brazil, India, China, Europe, South Africa, U.S. and the U.K. We welcome to the venue, Craig Enenstein, Steve Pacak, Roberto Oliveira de Lima, Shar Dubey, Ying Xu, Rachel Jafta, Debra Meyer, Angelien Kemna and Mark Sorour. Hendrik du Toit and Manisha Girotra are joining virtually.

Ladies and gentlemen, folks, my lame is Koos Bekker. I'm the Chair of the Board of Prosus. On the executive side, we have next to me Fabricio Bloisi, our CEO; and Nico Marais, our CFO, over there and then to keep the good order, David Tudor, our Legal Counsel; and Lynelle Bagwandeen, our company's Secretary, next to me. And join us [indiscernible] A&O Shearman in the Netherlands. She's in attendance. We also want to welcome Ingrid Buitendijk of Deloitte Netherlands. Now for efficiency, we've prepared some prerecorded videos to cover opening remarks by a few people, especially the chairs of our key Board committees. Then Nico and Ingrid will also make personal comments. And then Fabricio will present to you here in person briefly on operational matters. So if you allow me, I'll declare that the meeting is properly constituted and that we may adopt valid resolutions today. At this point, I'll hand over to Lynelle who will explain how the voting process and especially the Q&A session works.

Thank you, Koos. Shareholders virtually present and who have registered to vote and are in receipt of the required link and security passwords may vote online during this meeting on all agenda items. Shareholders attending in person received voting details at the registration desk. You can use your smartphone, tablet or computer. Attendees are reminded that only shareholders, both virtual and in person may ask questions in the meeting today. You may, however, submit your questions any time from now until the Q&A session begins. The introductory statements referred to by our Chair will now be played.

Shareholders, ladies and gentlemen, thank you for being here. Some brief observations. There are 2 big trends affecting all of us now. The first is artificial intelligence is transforming our own lives. But who the eventual winners and losers will be still unclear. If you want to guess at what point we are in this game, you may well compare it to the life cycle of the commercial Internet. So I think 3 years after the big bang, 1998. Then Amazon was still puny and none of Facebook Alphabet or Tencent existed. Today, the AI race has barely started. We have a few horses running, Tencent and our e-commerce ecosystems. You'll hear more later today to help you judge whether to back the [ odds ]. The second trend is a new sort of balkanization of the world. You may still remember Gwyneth Paltrow using the term conscious uncoupling. Now it's pretty unclear to what extent our rather intertwined world can be uncoupled or how all these present threats will really play out. But we fancy the countries where we operate, and we'll stick with them through thick and thin. Looking at our own business, in Fabricio Bloisi, our new CEO, I believe we have an excellent leader. He is shaping the group with a sense of urgency. Vasileios Sgourdos, our previous CFO, retired after long and loyal service, Nico Marais stepping into that role. Pending your approval, Nico and Phuthi Mahanyele-Dabengwa, the South Africa CEO of Naspers, will join our Board. We take leave today of Cobus Stofberg as a Director. He is a true founding leader of this group. Now you'll notice that we are becoming less of an investor into a wide range of assets, more of an operating company. We are constructing great e-commerce ecosystems in Europe, in Latin America, India and South Africa. Now of course, one of our aims is to make money that we constantly remind ourselves of what Henry Ford is credited with saying. He said wealth, like happiness. You seldom attained when sought after directly. It comes as a byproduct of providing a useful service. So you may ask, why do Prosus and ask question if is this useful? Well, we simplify or enrich the lives of our customers through food delivery, e-commerce and payments. And as a consequence of this drive, our financial profile is changing. In the past, we grew, but we made losses. Now we grow and we make profits. $1.6 billion of revenues yield hard cash flow, hopefully, more of it next year. So we are recommending to you that the group double our dividend, firstly, because we can afford it; secondly, because we think we can sustain it. I want to thank our Board members here for your sensible advice over the past year and our staff for making dramatic things happen. Now over to Debra Meyer to outline what we're doing sustainably.

Ladies and gentlemen and all shareholders, thank you for joining us today as we reflect on our sustainability journey over the past year and look forward to the road ahead. This year marked a significant milestone with the publishing of our first CSRD-compliant sustainability statements with limited assurance. While we recognize the importance of the Corporate Sustainability Reporting directive, and believe in the fundamental drivers behind it, namely relevant, comparable and reliable reporting of nonfinancial performance, we also very much welcome the European Commission's Omnibus proposal. This is a step in the right direction by simplifying reporting requirements so we can leverage the same resources for putting words into real action. At our core, we remain driven by something greater. Our belief in the power of innovation and technology to deliver a lasting and positive impact on society and the planet. We create and thrive in change. Our strategy is rooted in responsible investing, rigorous governance and a maturing sustainability framework that is embedded across our global ecosystem. Our regional ecosystem approach in markets like India, Latin America and Europe enables us to share best practices and accelerate innovation for sustainable transitions across platforms. On climate action, Zero emission deliveries is a key focus area with a substantial portion of Scope 3 emissions arising from delivery operations electrifying our fleet isn't just a strategic priority, it's an opportunity to lead transformative change. The benefits of transitioning to electric vehicles for e-commerce deliveries are both environmental and financial. From an environmental perspective, this shift promises leaner air and healthier cities. With the fluctuating cost of petrol, drivers who adopt electric vehicles could see an increase in their earning potential, while the cost of ownership of the vehicles can also be significantly lower than combustion vehicles. Yet such progress is not achieved alone. The challenges we face require collective action and connected strategies. Together with partners, visionaries and innovators, we are committed to reimagining delivery operations. On the people side, driver welfare and safety remain paramount. Across our group companies, platform worker earnings consistently exceed minimum wage. And we've expanded safety training, insurance coverage and AI-powered routing tools to improve delivery safety and efficiency. At the Board level, oversight of sustainability and climate strategy is firmly embedded, led by me as Chair of the Sustainability Committee. We receive regular updates on progress and our executive team is directly accountable with 20% of the CEO and CFO short-term incentives tied to ESG and climate related goals. For the year ahead, for the first time, we have a target on social impact. While we build our dream of becoming the #1 lifestyle e-commerce company, we want to build this for and with the people in our ecosystem. By enabling access to learning and education, we seek to unlock the potential of an AI-first digital future for underserved communities. This is our story our mission and our commitment to shaping a better tomorrow. I welcome your engagement and feedback. Thank you.

It's great to be here today. Thank you for investing in Prosus and for the opportunity to share our financial progress for the year ended 31 March 2025. This year was a game changer. We proved we can keep growing sustainably by investing smartly in tech and innovation, all while staying transparent and delivering more value to you, our shareholders. Here's the big picture. Group revenue went up 21% to USD 6.2 billion, double the growth rate of our peers. Classifieds and Food Delivery led the charge. Let me break down the numbers. Food Delivery, iFood performed exceptionally with 29% jump in orders and 50% revenue growth to USD 1.3 billion. Adjusted EBIT came in at USD 226 million. Likewise, our classifieds unit, OLX, saw an 18% revenue boost to USD 777 million with adjusted EBIT soaring 63% and margins improving to 35%. Our Payments and Fintech businesses made progress on revenue as well as margins, though PayU India posted a trading loss. Fixing that profitability is a key priority. For Etail, eMAG posted adjusted EBIT of USD 14 million with Romania driving strong performance. On our bottom line, core headline earnings came in at USD 7.4 billion, up 59% on a per share basis. This was thanks to stronger profits across the e-commerce portfolio as well as from our equity accounted investments like Tencent and higher interest income. We ended the year with a solid USD 2.6 billion net cash position, USD 19 billion in cash, offset by USD 16.4 billion in debt. Overall free cash flow topped USD 1 billion for the first time, a huge leap from the USD 422 million last year. High food OLX and better working capital management allowed us to achieve this major milestone with USD 36 million positive free cash flow if we exclude the $0.10 dividend at Prosus level. This is almost $1 billion improvement over the last 3 years. The $0.10 dividend was meaningful at more than $1 billion. These strong results allowed us to propose a 100% increase in the Prosus dividend per share to $0.20. Our strong balance sheet gives us a muscle to pursue opportunities that drive sustainable growth and returns. We've invested boldly in the last year, USD 7.8 billion spent and committed, but we remain disciplined, especially in today's environment. With regard to capital returns to shareholders, we should not forget the open-ended share repurchase program. Since launch in mid-2022, it's been a big value creator, boosting net asset value per share by 11%, cutting the share count by over 27% and unlocking more than $35 billion for shareholders. Thank you for your trust and support.

My name is Ingrid Buitendijk, partner at Deloitte and responsible for the audit of Prosus. I'm pleased to present to you the results of our audit of the 2025 financial statements. On June 21, we issued our unqualified auditor's report on the 2025 financial statements as included on Pages 212 to 219 of the annual report. We have obtained reasonable assurance that the financial statements taken as a whole are free from material misstatements. In our report, we discussed various aspects of our audit, including the application of materiality, our scoping and key audit matters. You've been able to read our report. I will now provide you with a summary of the main elements of our audit. Materiality drives the nature, timing and extent of our audit procedures. We determined our materiality as a percentage of net assets, which is a generally accepted benchmark and reflects focus on long-term value creation of the investments. As for the scope of our audit, we have performed an audit of the financial information of 8 components and certain selected procedures at 4 components. We issued instructions to our component teams. We have performed a number of physical visits to the local teams and local management. In addition, we held calls and video meetings with our component teams throughout the year and reviewed selected work papers of the work performed by the component teams. I will now cover our key audit matters. Key audit matters are those matters that in our professional judgment were of most significance in the audit of the financial statements. Our key audit matters involve complex accounting, significant estimates and management judgments and our procedures were designed to test these for bias and error using specialists and third-party information. In this year's audit, we identified 3 key audit matters. Our first key audit matter covers the accounting for the equity accounted investment in Tencent. Our second key audit matter covered the valuation of goodwill, investments in associates and investments in subsidiaries. The third key audit matter addressed the significance of share-based compensation schemes and valuation of share-based payments. The key audit matters are covered in detail in our auditor's report. Other matters reported on in our auditor's report relate to our approach to going concern, our approach to compliance with laws and regulations as well as our approach to fraud risks, which are all covered in detail in our report. We did not identify specific indications of fraud or suspected fraud. Finally, in addition to the core audit teams at group and component level, we involve specialists and experts in the areas of valuations, remuneration, tax, IT, forensic and accounting. Throughout the year, my team and I met with a wide range of people within Prosus, including members of the Board. We have had robust discussions at all levels of management and with the Audit Committee. There was active engagement and our insights are respected and taken seriously. Next to the issuance of the auditor's report, we also issued our unqualified limited assurance report with the CSRD report for the first time. This concludes my comments.

Ladies and gentlemen, good morning, and thank you for joining us at our Annual General Meeting. Reflecting on fiscal '25 and looking ahead to fiscal '26, I'm inspired by the professionalism and dedication of our shareholder community. You are more than stakeholders. You are our partners in pursuing growth, resilience and innovation. Today, I'll highlight the key advancements we've made, particularly in executive remuneration, ensuring leadership incentives drive long-term value. To accelerate growth and boost returns, we have materially refined our remuneration structure over the past year and for the time ahead. At its core, we have now included a high-risk, high-return incentive, the moonshot award. For the CEO, it's a $100 million incentive triggered by meeting 2 exceptionally difficult goalposts. Firstly, by doubling market capitalization; and secondly, by exceeding median performance against an exceptionally competitive set of peers. It's a bold reflection of our pay-for-performance philosophy, rewarding outcomes, not just ambitions. We are clear that events such as acquisitions, asset sales and other structural actions will adjust the measurement to ensure true value is being created for you in the measurement. Further, we have expressly stated that the program is designed such that the share buyback remains a positive behavioral incentive for the company, and there is no conflict with this incentive. The moonshot award has also been extended to the CEO's direct reports and other senior team members while reducing the issuance of incentives under other existing LTI plans, the aspiration to emphasize an even more risk-based and shareholder-aligned approach to remuneration. In response to shareholder feedback, performance share units or PSUs tied to shareholder returns, including Tencent's performance as opposed to e-commerce compound annual growth were introduced into the policy and are awarded to the CEO and CFO. Value creation extends beyond financial results. Therefore, 10% of executives' short-term incentives in fiscal '26 will link directly to ESG metrics, including employee engagement and community impact. This reflects our shareholders' expectations and commitment to a broader societal mandate. Our pay-for-performance philosophy remains key. In fiscal '26, 99% of the CEO's pay will be at-risk pay, principally tied to ambitious, measurable goals, ensuring executive awards align closely with your returns. We listen carefully to your feedback, particularly about long-term incentives and reducing the NAV discount. We've implemented stronger transparency, detailed performance metrics and enhanced communications to reflect these priorities. Despite various management efforts, including our open-ended share buyback program in fiscal '25, the NAV discount gap widened as of March 31 of this year. To ensure management's focus on the discount reduction and in line with shareholder feedback, 10% of the CEOs and 15% of the CFO's short-term incentives for fiscal '26 tied to progress on this front, highlighting our commitment to reducing the gap and delivering shareholder value. In our remuneration policy, which will be put to you, our shareholders, later today, as committed when we spoke last year, we have reintroduced the requirement for the CEO to hold a material number of Naspers and Prosus shares of at least 4 to 6x as annual salary. The purpose is to foster longer-term alignment to shareholders. I am pleased to report that the CEO's ownership already exceeds this requirement. Some core themes in the remuneration strategy are: strategic alignment with shareholder value creation, a well-balanced LTI package promotes our aim to double market cap and per share value creation and delivers strong returns relative to the industry. Transparency and engagement. Your feedback shapes policies, performance goals and dialogue, your perspective had absolute impact on policy and implementation. Sustainability focus, ESG-linked pay demonstrates commitment to governance and talent attraction. These pillars and others reflect our shared belief. We recognize our success depends on yours. With fiscal '26 ahead, I'm confident these enhancements position us to tackle challenges, seize opportunities and create lasting value for shareholders. Thank you for your trust, insights and commitment to our vision. Together, let's make exceptional performance our legacy. Thank you.

Craig, that's appreciated. Thanks a lot. Now we ask you Fabricio to look at the operations and give us a quick update.

Good afternoon, everyone. Hello. Good afternoon. They are there. Very good to be here with you. I am Fabricio. I'm not the new CEO. I am Fabric, the CEO. One year after, there is no new anymore. Last year, I just arrived when I came here to talk to you. So I was still trying to understand how everything work. Now I'm here for 1 year. So everything is my fault. I'm going to talk to you many things. Hope you enjoy a feel. Hope you have ideas of how to make it better. That's why we are here to improve every day. So I'm very happy to be here with you. That's our quick agenda. Koos told me that sometimes I talk too much. So I have to try to talk in 20 to 25 minutes. It's not working. That's -- Prosus is working. The only thing not working are the slides. It's a good problem to have. So next slide, please. Good. So I'll start talking our agenda for today, that's it. Good. I started briefly on who we are, myself and Prosus. I will tell on the beginning of the first 8, 10 minutes, a little bit about what -- a few things that we already told over the last 2, 3 months, what we are doing, what our objectives, what are our priorities. When I came here, I just want to make a remark. First, we have here many shareholders, stakeholders. We have here employees. We have here our Board. Welcome, Board to have you all here. And you have also this time more than -- close to 3,000 people online. So hello, everyone online. Good to see you around. I hope you enjoy our presentation today. So I'm going to talk a little about telling you what we are doing, what are our priorities, who is Prosus, what we are building. Some of this information, I already told over the last 3 months. That's the first part on building the ecosystem and building through innovation. But then I'm going to spend at least 10 minutes or 15 minutes talking about what's not public yet. So we are in August, what happened in April, May, June and July. Over the last year, I tried to give you much more transparency. What we are doing, what's working, what's not working. So I'm going to share 7 or 8 highlights over the last 4 months. I hope you appreciate. Hope the online people appreciate, and we are here for -- to answer any questions after that. So let's go. That's our agenda for today. It's even working here. Great. So about me, I'm Fabricio. I'm not the new CEO. I'm the old CEO in charge of all the problems. So I'm here to talk about that. But also there is a few good things. Even my friend there, he decided he's happier this year. Look forward to your question this year. I remember the question last year. So look forward to listening to you. I'm from Brazil. I started computer science then management in Brazil and U.S. I founded a company called Movile. I grow iFood from 20 people to more or less 7,000, 8,000 people. Prosus was my investor for 15 years. And now I'm the old CEO of Prosus for the last 1 year. Very excited, very happy where I am. I think the opportunity is amazing. And the opportunities -- I'm a tech entrepreneur, so I'm optimistic. I like to build to innovate, to do more things. And I think Prosus is an amazing place to do that. Prosus story -- we had so many transformations from a press -- a print company 100 years ago in South Africa that's transformed to print, pay TV, mobile networks, social networks. Today, we are a commerce company focused in AI. But the amazing thing of leading this company is that we are open to create the future and create the future outside U.S. Latin America needs that. India needs that. Europe needs to have big technology companies here. So I think we have an amazing asset, and I'm very excited. Today, we are a $136 billion company. I think last year, I don't remember the number, but it was around $80 billion or $90 billion. So something good is happening. But we are just getting started. We have so much ahead in terms of innovation, developing the regions, impact, creation of value to shareholders. I'm going to share our next steps with you. So let's go a little faster. During this 1 year, a lot of my time and effort and energy was on culture. To be a leading tech culture, we should be talking about innovation, about investing in people, investing in development of the people, investing about creating the future. We did a strong transformation have here our VP of People, [indiscernible]. Thank you very much for working so hard this year, and we have our amazing [ AGR ] team, our people team. We reinforced our values of being an entrepreneurial company, not only do the budget or do what's written there is to create a better future. And we have today many owners really passionate about that, about being focusing results, talking a lot without delivering results, no one cares about that. But at the same time, being ambidextrous to innovate a lot to focus on people, the only thing that matter in a technology company, and to deliver real impact to the communities where we operate. We talk a lot about that. We did that through events and retails that put everyone together. We have more than 30,000 people, and we made hundreds of events like that one in Stanford for the leaders or other 50 -- more than 30 events just like that or the Prosus Way or the Prosus Way award. So for me, having a culture of a tech company is the core of everything. Many times I meet banks or investors and they say, I really care about the numbers. The numbers is a result of our people, and we have to invest in our culture to have the people really believing in what we are building. Besides us working a lot on our culture, we redefine who is Prosus. We are not saying we are investing in any company around the world, any participation, but we have a focus to build the #1 lifestyle e-commerce company in Europe, India and Latin America. So we have a clear focus now, these 3 ecosystems, and we are going to do that unlocking an AI-first world. So AI is a big part about what we are doing. I believe we are one of the best players in AI. I believe we are the best player in AI in Latin America, Europe and India, and this is very important for these 3 regions. I'm going to talk more about that today. But as I said, now we have a focus. Most of you know our origins are in South Africa. That's where Prosus started. Most of our growth came from a big investor that we are very proud on China. But now we have a focus, and the focus is Latin America, where we have an amazing ecosystem iFood, iFood Pago, OLX, Despegar and Sympla, so food, fintech, commerce and experience. We are building as exciting as Latin America one in India, where we have PayU that we own, but many amazing -- some of -- most of the best Indian companies are invested by Prosus. For example, Meesho or Swiggy or Rapido besides PayU, an urban company. And we started to do that here in Europe. I'm very proud that we made our offer to buy Just Eat Takeaway. I'm going to talk a little about that. I'm very happy because this is based here in Amsterdam. And my intention is to make Amsterdam strong place where we develop technology innovation in Europe and the Just Eat Takeaway acquisition is very important to get there. But we are just getting started. I expected to invest many, many more billions of dollars to make the technology company in Europe much more -- much bigger, much more impactful to Europe. And I think Europe needs that. It's an opportunity. It's also a responsibility that Prosus can do. So that's the focus of Prosus, but we can only get there if we are a very innovative company, and we are in the front. We are really developing the most sophisticated kind of applied AI that happens in the world right now. What we are doing is using trillions of data of all our transactions to train, to fine-tune large language models to predict better what users demand. We are very happy on the position we are here. I think the technology we have here in Amsterdam and also in Latin America and Brazil is top in the world in terms of AI for e-commerce. I'm going to talk a little more about AI progress today, but we are very proud that we are not here to see what the American companies are doing. We are here to create here in Europe, a lead AI center. Moving on a little. I finished our Capital Markets Day saying that many shareholders, maybe a few of you here said -- used to say, no, Prosus is $0.10 minus their cost because they're not generating value. I told you on the Capital Markets Day we did, I think, 2 months ago only that my absolutely goal is to change that to not Tencent minus, but Prosus plus Tencent. We should be valued by what we do in Prosus, the growth we have in Prosus, the technology we generate in Prosus and the profitability generated in Prosus. And we still have $150 billion in Tencent. That's the Prosus deal that I'm working for you. I think we had a good year in this direction. Our Tencent dividends increased by 24%, what is good. People used to say, yes, but then you use that for yourself. Actually, we expected to create at least 83% in our growth in our EBITDA this year. 83% is the projection of our CFO. My number is much bigger. So I really expect to overdeliver on that. I'm not talking more about that. Otherwise, my Board are going to say, don't talk all these big numbers today. But we will over deliver that. We will grow a lot our own EBITDA and our corporate cost has to be under control. Someone here last year said, you're a big company just using this Tencent. No. We are here to create our own -- sorry, to create our own value and to pay for that and to profit for that and distribute dividends from our own value or to invest on our own value creation. So I think we have a lot of growth ahead in our Prosus plus Tencent vision, and I think we started to deliver. I know you are going to believe me just after 2, 3 or 4 years delivering consistently, but we have 2 nice half years, and there will be many more ahead. A few of these slides I shared with you, our shareholders over the last 3 or 4 months. I really like to keep communicating what's happening. So we are just getting started. I want to share with you what we haven't shared yet. What happened in April, May and June and July. So let me share you a few things of the last 4 months. We are just getting started. First, we are on budget. Actually, we are a little better than the budget. So our revenue is more or less in line of our revenue target, as you can see there, around 15% growth and $1.7 billion in revenue. But our EBITDA is around 14%, 15% ahead of the plan, what put us much closer to the top of the guidance I gave. And that's my goal, the top of the guidance. We started well. We are confident that we are going to keep increasing this number and growing not only inside the guidance, but going to the top of the guidance. I have other very interesting news to share with you. When I announced in February that we are going to propose the acquisition of just Eat Takeaway, most of the people gave -- some people said, congratulations. Many people said, "Oh my God, this is going to take 2 or 3 years. It's going to be a nightmare. You know why invest in Europe." I completely disagree. I think we have this responsibility to invest in Europe, and we will have a big impact. But the bigger risk, and I said that in at least 1 or twice event with shareholders was we didn't know how much time it will take to approve this deal. It could take like 1 or 2 years, and it scared me a lot because we are now in a competitive world. Our competitors are moving faster, investing more, wait 2 years for something. That was a nightmare to me. We have very good news. We got approval from [ these ] company, European Commission in 5.5 months. I know sometimes some of the shareholders, not you here, but you there in the online, sometimes investors are a little pessimist. The one here are super optimist, but everyone said it's going to take 1 to 2 years, 5.5 months even for the pessimist shareholder. I hope you are happy. We are moving faster. That's what we have to do, move faster and deliver results. So I'm quite happy with that. I'm looking to the clock to avoid me talking 1 hour. I used to talk a lot. But look to that. This is not a new guidance. Otherwise, we have to communicate it to the whole world right now. But this is our -- the previous guidance I gave you 2 months ago, adding the existing Just Eat Takeaway guidance and look to that, maybe we are going to be a $9.5 billion company this fiscal year. Maybe I believe we can be $1.3 billion, $1.4 billion, some optimistic people think even more one day, $1 billion EBITDA company this year. And even if you are a pessimistic shareholder, I want to remind you, 18 months ago, you were complaining a lot with my Board members, Board partners here. This company should be profitable. It's losing money. This is bad. 12, 18 months later, we are preparing to have close to $1.5 billion and the expectation you saw in my other Capital Markets Day is to triple the number of fiscal year 2025. So we are just getting started. I think it's a good start. I have a few more things to share with you. First, I talk about innovation, AI, funny things about the future, but we cannot deliver any of that if we do not have a lot of discipline. I'm a founder of a start-up for 20 years. Many times, we have to take tough decisions, reduce costs, reduce people, change plans, cut on projects. We keep the level of discipline in Prosus quite high. So we optimized our portfolio. So we sold and get cash for almost $800 million just in the last 4 months. And we -- I announced the number for the last year, I think, in April or May. So just in the last 4 months, $800 million. My intention is to do that with $2 billion. Why? Because investing is easy, divest and say this is not working, take the hard decision or say, this is not getting where I want to invest in better things is what a company has to do to keep the discipline, and our bar on discipline keeps going up. The big topic for us last year was highlight value. And we said -- I think I said that in the August of -- at [ Maximum ] December, our priority is India. So we are happy and proud that we made the Swiggy IPO. I want to remind you, we invested in Swiggy when it was a very small company. Now it's a $10 billion company more or less. But we had yesterday another IPO in India of a company called Bluestone that Prosus is an investor. It's more or less $1 billion IPO in total. We are a small shareholder, but we are very happy because the second IPO in a few months. And I told you a few times, I expected 5 IPOs in India. We expect more 3 IPOs in the next 12 months or less, highlighting the value of our very good Indian portfolio, where we are investors of many of the best companies in India. The lawyers is asking me to do not talk about the future IPOs by name because the regulation there is very strict on that. But we are very optimistic that we have more 3 great IPOs over the next month. Moving on besides discipline, we always talk well about Tencent, about how proud we are that we invested one of the best companies in the world, about we think that there is very few great global tech players, most of them in California. We are a big shareholder, a very big shareholder of a Chinese one and they just delivered their results. I know it sounds good, $25 billion in revenue. It's good, I'm sure. Even the pessimistic shareholder there, he says, yes, $25 billion is good. And $8 billion in operating profit. But actually, that's not the best news. The best news is what's written here. The consensus for Tencent was 11% growth in revenue and they grow 15%. The consensus for Tencent was a 15% growth in profit and they grow 22%. I want to say that because many times, people say, but you still believe in Tencent. Yes, we still believe in Tencent. It's going to keep growing. It's going to generate good returns for us, shareholders. And we are quite happy with the results announced, I think, last week or in the last 5 days. A few more quick news. I talked the last time we met about large commerce model, how we are training AI to predict customer behavior. I'm not going to show the numbers of that today. I could, but I'm going to show another thing that was very important in the last 3 or 4 months. In the last 3 or 4 months, most people in AI are talking about agents and how agents are enable productivity, very high productivity growth. So this is an internal number of Prosus. We had around -- we started to do agents working -- helping people to work faster in December with our own system called Toqan. It was around like 500 agents. In the last 2 or 3 months, it grew from around 1,300 to close to 3,000 agents. And more than that, look to this green. We say here, considered AI employee. It was 500 in February or March. Now it's around 1,600. What means that we have around 1,600 people doing the job faster for other real people. I'll give you a few examples. Sometimes it's difficult to see what I'm talking about. When we started talking about AI 1 year ago, we said AI expands the people's work. So for example, you have your assistance called Toqan in our case, and we write to them. Please summarize that, please do that. He write a very nice material, and we use that to move faster, just like your ChatGPT probably does. What happened in the last few months are agents that they keep working 24 hours, checking what's happening and they autonomously get the data, process the data, create a report, send to the restaurant, to the partner, to the driver, and you have humans just supervising it. I'll give you one example. We have, for example, in iFood, 500 people doing customer -- restaurant assistance. These 500 people spend around 20% of the time, so 100 people just preparing the reports. Usually, they take from 1, 2 or 3 different systems, sending that to the restaurants and answering questions to make the restaurants sell more. Now we have agents that more or less value to 100 people doing all this process automatically. I have a few slides about that I had to cut because of the time, but it's amazing because the agents are saying, these are new restaurants. These are 10 different reports that are -- this is my analysis about these reports. These are the final reports. I'm sending to them. I'm answering questions to the restaurants and the people that is in the customers -- the restaurant support, they are looking to that and they can supervise our robots. This is growing like crazy in the last few months. Prosus is at the front of this kind of R&D, the front of using Toqen, our own platform to enable much, much productivity, not only productivity, but treating people better. For example, in this case, we can only supply this kind of real-time information and consultancy to 45% of iFood restaurants. But now because we have that, we have 100% of the restaurants having full support of how they can operate better, work better, getting data and information every day. I think this is a competitive advantage for us. I'd like to invite here one of our new employees. He's intern, so he's not very smart yet, but that's what we are working now. So Rob, our new employee, is being connected to Toqen right now, and we are spending our time to understand how we can teach Rob how to read all our information. Hello, good morning, say hello to everyone, don't be unpolite. Yes, he's a new interne. He's a little like -- thank you very much. You are very kind, very polite. So it's very funny to have a robot, but what we are working with them really. I asked the team to put them to answer questions today. They said, come on, he is not ready yet, but it to you. So I can promise you in the next AGM, Rob will be there with me with absolutely all the data of Prosus, and he's going to answer that because he's integrated with Toqen. What we are -- everything good there, okay? So what we are working with them, how we cannot only teach an agent to work on a virtual word, but also interact with the real world, how we can use our own LLM, token, so you can ask things in the real world and they can support us. There is more people doing that. Yes, there's lots of people doing -- trying to do that. Prosus is pushing the boundaries on what we can do. So my promise is next time he'll be talking, he talks a little, but we decided that's too much risk for today. Next time, he will talk a lot with you. So say bye to them, go there. And if you want, you can pay a coffee for -- or he doesn't drink coffee, but you can talk to him later, but not on camera. So next time on camera, Rob will be here. So my point here is the trend is -- I thought you -- have you been drinking, Rob? No drinking, no drinking duty hour. Our corporate shareholder presentations, I told him. Look, large language models, agents and agents going to the real world, we have to invest to push the boundaries at what we are doing, okay, almost over the time. Obviously, talking about robots is fun, but we have to understand how we talk about people. So impact is one of our values. And we tried this year to disclose more information about what we are doing, and we are committed to disclose even more information about what we are doing. I also defined a priority and the priority for us is technology to improve education. We have many, many projects, over 30 learning initiatives across all around the world, obviously, more India, South Africa, Brazil, but other 10 countries. We are starting now to have this information in a format that we can display everything we are doing all around the world. A few data that I enjoy to share. We have more than 100,000 people impacted by our education initiatives. We think that's very high transformational impact, around 10,000 people on education through technology, what's start, good start. I love the way we are trying to put the work together to talk about impact on gig work. A few times this year, we put all companies, not only iFood or the companies that are related to Prosus, but all companies together to share how we treat employees, how is the wage dynamics, how is the driver safety dynamics, share the best practices and numbers. I really think this kind of event is amazing. So I'm very proud that Prosus is fostering that. And now we are giving one step more. We are working together with World Economic Forum to create -- we are one of the founding partners of the future of giga work to try to define a way to analyze the quality, compare and share best practices all around the world. So I really expect you to share more how -- what we are doing here over the next year. And also not only education and giga work, but also electric fleet, where we have the #1 in South Africa. This is important for many reasons. You saw Debra talking about that. So that's our priorities. We have more focus now and expect more results where we have more focus. To finish, now I'm out of time and Koos started to say, come on, come on, you talk too much. To finish, our buyback is still going on. We bought back $40 billion in total, Prosus plus Naspers, more or less 30% of the outstanding shares. It was a very good business for the ones that haven't sold. If you sold, you can buy again. So go there now, buy a Prosus share. Can I do merchandising here? So we are going to have a lot of appreciation because of the buyback. I think it's a very success what we did. To finish, I think this is the last one. Lots of hard work, lots of work from the Board, but most of that from the 30,000 people that do Prosus, changing culture, innovation, bottom line, making difficult decisions. I thank you for the positive response or the trust on that. Over the last 1 year, our share price was up around 60%, 59%. We enjoyed very much to make put on this chart NASDAQ. So NASDAQ had a 26% year, Prosus has a 59% year. I think it's a good start. Are we there? Obviously not. We still need to grow like a lot for 10 years, but it's a good start. So my suggestion, call your American friends and say, forget NASDAQ, Prosus, buy the European leader. That's the good thing to do. It's a good start. We also talked here last year about discounts. The discount reduced by 7% more or less. 2, 3 weeks ago, it was 28%. So it was even more. I think the trend is quite good. It created $13 billion. Someone in this room, I'm not going to say who, but he said, look, 100% of the value is Tencent. It's not $13 billion. This is not Tencent. And more than that, we grow more than Tencent shares over the last year. That's what we intend to do. It's a start, much more ahead. So this data that you just saw is new. So I hope you enjoy to start this conversation with some news, and I hope we can answer all your questions. Thanks for coming, and let's go for the questions. Thank you.

Thank you, Fabricio. As Fabricio mentioned, we will now move on to the Q&A session. I have some information on the votes that may be cast today and details of which will now be displayed on the screen. Shareholders were able to raise questions ahead of the meeting and answers to these questions have been published on our website. If you are unable to ask a question during the meeting, please e-mail your questions to our Investor Relations team. You can use the address that appears on the screen now. And contact details are also available on our website. We will deal with shareholders attending in person first and then those attending virtually. We invite you to raise your hand and once invited, please walk up to the microphone in the center of the room. We also request that you start by stating your name and the organization you represent. You are also welcome to ask your questions in Dutch. We will then move to questions from those attending virtually. For those shareholders attending virtually, please click the Q&A icon on your screen. Questions will be read one by one and allocated to the person best able to answer it. After this Q&A session, we will then proceed to voting. Shareholders attending physically, we now welcome you to ask your questions.

Good afternoon. My name is Peter [indiscernible]. I'm representing VBDO, that is the Association of Dutch Investors for Sustainable Development. So thank you for your nice presentations. My first -- I have 4 questions. So my first question is...

To make it more productive. You're very welcome to ask all 4. Ask one, we answer and then we get to the next, then we can give you a proper answer. Otherwise, it becomes a jumble.

We were happy with your reporting about the gender pay gap. So this year, you said the unadjusted pay gap is 26% and the adjusted pay gap between women and men is 40%. That is really good that you publish it. Our question is, is it possible to follow it year-on-year because you also stated that you want to improve it to diminish the pay gap between women and men. Can you also do that next year again?

You think we should pay women the same as men.

Well, you should adjust for a role, but you described that. So that's the point.

Peter, Debra Meyer is our in that department. So Debra, if you kindly get up here and ask and then you're very welcome to ask the other questions, too.

So thank you for the question. We also appreciate you acknowledging that the fact that we disclose the gender pay gap is a major step towards transparency. We cannot make such a disclosure without plans to decrease and eventually close the gap. So we have a number of initiatives in place to decrease the gap and then close it and we will be reporting annually on our progress.

Thank you. It's a nice answer.

So Peter can I strengthen you in your evil and put Debra under pressure. One of the biggest problems in tech is the gender imbalance at universities. So if you look at the U.S., typically about, let's say, 20% of the class of electronic engineering would be female the same in China and the same in Japan. And why that is still the case? I've never seen a plausible explanation. That's one of the biggest problems. They can fix it at the Board level. Our Board is, I think, quite good in terms of gender. You can fix it at several levels. But when you come to hard coding, engineering, you have this problem of what the universities kick out, which we haven't solved and no one has solved it.

Okay. That's I'm aware of that, but still, you have to do the adjusted -- reducing the pay gap. But thank you for your answer. Then the next question is about living wage. So you have told us about this initiative to work together in the World Economic Forum. That is really good. Can you make in next year's annual report, it's a bit more comprehensive for us as shareholders. What's your initiative entails and how you can proceed on that because, yes, the gig economy is hard to raise the standard of living, but you are working together in the right direction. And hopefully, we can have more insight with hard numbers, if possible, next year.

Debra, answer. Fabricio can add to that.

All right. Yes, we are definitely working towards it. And as you know, there's no clear guidelines on exactly how to report everything. So we are partnering with the World Economic Forum to develop a guideline as was mentioned by Fabricio that would allow all of us to benchmark but we do plan to keep on reporting our progress in that regard.

Okay. Thank you.

He is passionate about the topic.

Yes. I agree. We have to share more, and I completely agree with you.

Okay. Then I have a question on Food Delivery because you're taking over Just Eat. So you are, in fact, a real global player in Food Delivery. Yes, in your 2024 environmental impact publication, you had a nice report, on Page 11, where you state, for example, that is you decrease -- slightly decreased the plastic use in a delivery. This is a nice KPI. However, you have not published that in 2025 in your environmental report, unfortunately, because you are there more on a high level reporting just about single-use plastics, but not as precise as you did in 2024. So we appreciate your 2024 environmental publication. Could you then take that also to your annual report? This is just one pager because you report so nicely on CO2 and all that stuff. So I think this is also important for the annual report.

Yes, we can certainly do that. As you've acknowledged, it is in our environmental impact report, we will make sure we'll transfer to the annual report as well.

Rachel, you want to comment, that's your fault.

Sorry, thank you, Peter, for the question. The reason that we left it out of the annual report this year is because within the materiality piece, we were not -- we wanted to make sure everything that we presented within CSRD was material, the topics -- we would have standardized definitions across Takealot, iFood, eMAG, all of them. And therefore, that was the challenge. You will definitely see an improvement, appreciate your feedback.

Okay. Thank you. And then my final question, is about -- yes, you said science-based targets on CO2 reduction and new state on Page 98, that you have a target for portfolio companies where you invest in for 50%. That is perhaps a good target. But the point is can you also show then in the next annual report where you are at the current moment?

Yes, we can certainly do that. I think we set the target about 2 years ago, we are already at 24%. So we can certainly give you incremental...

Annually you can give that number as well.

Yes.

[indiscernible] questions, folks. Welcome.

Good afternoon. My name is Errol Keyner. I speak on behalf of European Investors/VEB. I'm glad to be here for the second year in a row. And as Mr. Bloisi said, he challenged me last year. I dare you to come back with the same negative questions, so I'm back here.

Negative and positive, I said.

Last year, I came here challenging you actually with the suggestion why just not sitting on your Tencent shares and not do anything else, stop having all those headquarter people and all those kind of ventures, all the kind of investments, [ pie in the sky ] investments and just sit on the Tencent shares and let them grow. Well, you had a very strong answer on that. You were still polite. I was still polite, but more critical, skeptical. I must admit 1 year later, I'm more positive, I'm more optimistic. So the skepticism was far too extreme.

Thank you. With that, I think we've been...

However, it will take a couple of more years for me to become a fan of Prosus. But I'm certainly more optimistic. And the optimism is not only the language in your annual report, which there's some kind of vibe in it, some entrepreneurial vibe. I'm sure that's also due to the new CEO. But especially since I love numbers more than I love people actually. So I'm especially positive about the fact that more and more of the businesses, not Tencent is becoming cash flow positive. And that is really essential. So now my question, my key question for today. I've got a new challenge, challenging question for you. Why not splitting Prosus up in 2 parts. One is Tencent, it's kind of investment fund or ETF, and they are very technical smart ways of making sure that discount will then disappear. And then the other part is the thing where you're really spending your time on and where you're also investing, all those ventures, which are now in the meantime, getting close, some of them are getting close to cash flow positive because it has got 2 advantages. One of them, for sure, you got the type of shareholder then say, I really want to invest in the future and the future, which is in your hands instead of in the hands of the Tencent Board. There's less dependency on China. Many things can happen. So what is now a success story with Tencent can suddenly stop -- and then we've got 80% or more of our value, maybe 95% of value, more or less disappear. Secondly, probably even more important than that, it ensures that all your ventures have got more drive, more push even to become self-sufficient. You will be forced to apply an even more rigorous capital allocation process. I understand that in the beginning, it's almost impossible since you need to have funding, you need to go to banks, you need to back shareholders want to have some kind of capital from the market. If more and more of your businesses, your ventures are becoming cash flow positive, that issue disappears. So my question to you is as a kind of new challenge, why not splitting up Prosus in 2 parts, Tencent shares separate and then all the ventures part together.

First, your 2 observations are accurate about Fabricio. The 2 things we emphasize most actually is a culture of enthusiasm and positivism. This is a dangerous game we play. You need a certain optimism. You need to try and fail and try again every day. So that's the big thing. And the next one is grow and be profitable at the same time, which is hard. It's okay to grow your revenue, making a loss, but it's hard to make a profit and then still grow because then you're not investing all your cash back into growth. On the Tencent thing, we're definitely not going to do that, not now or ever for the following reason. If you look at the U.S. economy very broadly, about 75% of all the money made during the past 2 years on all the stock exchanges, right? Careful, 75% of all the money made on all the stock exchanges were made in tech. The whole rest of the economy, defense, banks, everything else, 25%, okay? So you want to be in tech. Where do you want to be in tech? Of that, the vast majority was made by 7 companies, the magnificent 7, right? They made $8 trillion between them in 2 years. It's unbelievable. And I say, why did that occur? It's because they have ecosystems. A typical small tech start-up has a chance of success, a chance of failure, but betting on it is a 50% game. That's not where the money is. The money is in the big systems. And why the big systems are so powerful is because they're self-reinforcing. So if you take Tencent, they have games, right? They're the #1 games company in the world, not in China, in the world, your kid, if you have a grandchild probably plays a Tencent game. And those games companies sit in America, Finland, all over the place, right? But it's a Tencent game. But they funnel traffic from their social networks into the games. They provide the payment method by their payment tool, right? They even provide credit. They provide communication between the games players through the whole ecosystem. So the strength of that -- and that's the same that Meta does, Facebook, same that Apple does. Apple is, in fact, a magnificent ecosystem worth $4 trillion. Google has some of that. Amazon has some of that, and that's why they are the magnificent 7. Now there are only 2 places in the world where this has yet to occur, the U.S. and China, not in Europe. We're trying to do it. It hasn't happened here, hasn't happened anywhere else. Those are the 2 engines. That's also where AI is strongest in China. Tencent is one of the leaders in the world in AI. So if you say, where do we want to be invested? I want to be in China. Are there risks in China -- Is the risk in China bigger than the Europe? I don't think so. They don't have Ukraine on the doorstep, right? China is running at 4% growth, 5% growth a year. Yes, they have problems with the U.S., so have India, so have Brazil. I think the political risk is no bigger than anywhere else. It is one of the 2 gravitational centers of AI in the world. We want to be there. The next thing is that there's a flow of knowledge and insights between Tencent and ourselves. So I was in the Board meeting of Tencent last week in Hong Kong, and we sat struggling with the problems and opportunities and so on for a whole week. Fabricio has been repeatedly there with these teams of people, how many times -- how many teams have you led to China in the last year?

I've been 4 or 5, but also the people in Prosus go there to learn. As we go to Silicon Valley a lot, we go to China a lot.

There's a flow of information. For example, the biggest food delivery system in the world is in China. It's not in the U.S. Chinese payments on mobile exceed the U.S. by a factor of, I think, 50 or so, just so much bigger. So in some fields, we can learn best in the U.S., and we respect that and we go learn. But in other fields, we can learn best in China. So China makes us a better operator. I mean they're technically far ahead of Europe, miles ahead of Europe. Okay. That's a long answer.

I recognize the story about ecosystems. Actually, that was my third question, but it's good to have addressed it right now. The one point where we probably differ in opinion is our assessment about the risk in China versus risks in Europe or certainly risks in the U.S. I'm sure 1 year ago, my point would have been stronger. The U.S. is a big friend of Europe, and we share similar values. Of course, now with Trump, that has changed slightly or even more than slightly. However, our assessment about the risk in China, the 2 of us, we differ on that point. And even if we don't differ on that point, that is a more nuanced opinion, we still have to conclude that 80% or 90% of your real true value is in China. It's not like 10%, 20%, 30% or 40%, which would make more sense as far as spreading your risks. So I do not change my opinion so far on this point yet. So the kind of risk assessment is at least different from the way I see it compared to your position.

Look, everyone is entitled to this view and to some extent, we all speculate. What is certainly true is that the level of serious risk in the world has increased, but it applies to every country in the world in a different way. So if you look at the U.S. There are certain heavy risk factors going on there. If you just look at the fiscal deficit, the risk that these trade policies are unleashing. No one knows where that will end. There's a risk factor there. It's a wonderful country. I admire it in many ways, but there's a big risk and high valuation on the stock exchanges now. I mean, Meta is trading at 25 PE, Tencent at 20 PE for no obvious reason. Then Europe has its own problems. I mean, Europe is getting poorer by the year. If you take where Europe was 20 years ago relative to the U.S. in terms of the GDP, it now has about 2/3 of the GDP of the U.S., if you add Britain to Europe, right? But a couple of years ago, it was the same. It's declining. And China is just racing ahead. India is racing. So Europe is a declining asset.

Our opinion on Europe is the same actually. So we don't differ. We did our own assessment on the risk of China versus U.S. But okay, I think you answered it very clearly. We don't split Prosus up in 2 parts. We're very happy because we want to be invested in China, and we do recognize this process is a big part of our assets of our value is tied up in China. I've got a second question, which is more technical and very easy to be answered. You've been indicating several numbers about the value creation because of the trick. I don't mean negatively. It's very obvious to do this, buying back your own shares at a discount by selling Tencent shares at a much higher price than you value yourself in your own company. That makes a lot of sense. You indicate in your annual report that this kind of procedure has created some kind of value of around $35 billion, also different numbers today, maybe $13 billion. And I wonder if that is the correct calculation. Because shouldn't you compare doing nothing compared to buying back your own shares and selling Tencent? Because in the end, the kind of -- if you see what the value is of the shares you bought back is about $45 billion, which is a big profit compared because you only spent maybe $27 billion or so. So that's very positive. However, this came at a price. This came at a price of selling Tencent shares who've increased also in value to $43 billion. So in the end, you may have added, I think, around $3 billion. It's still a great number, but it's not $35 billion or $13 billion. So the kind of technical exercise that you've been doing, it was not a $35 billion value creation in my opinion. Or am I wrong?

I think you're largely right. Nico can come and explain. But the reduction in discounts a factor of 2 things. I think the one is the energy that Fabricio injected in the company and the good things that are happening in food delivery and classifieds and so on , that definitely added to it. Absolutely. Nico, you can ask -- talk on the rest.

Yes. Thank you for your question. Maybe to help you and our shareholders to get their heads around this, maybe the best way to look at it or a way to look at it is as follows. If we look at -- since we started our share buyback, what happened to the Tencent share price? Tencent share price went up by about 54% over that period. Through the buyback, we actually, on a per share basis, increased our exposure to Tencent. So from an individual shareholder perspective, they were not diluted in terms of their actual exposure to the company. If you include that impact, the growth for our shareholders has actually been not 54%, but 64%. That's what we refer to as the NAV and increasing the exposure to the underlying NAV. The third part was, if you look at the actual discount that we were traded just compared to our Tencent stake, and I'm ignoring all the other assets, put a 0 value at that. At the time of starting the discount or the buyback, our discount was 41% to $0.10. Today, in the last week or so, it's improved to about 14%. That amplifies that increase from about 64% to more than 100% in the region of 140%. And that is what's driving the value for our shareholders through the discount reduction that they get on top of the increased exposure on a pure NAV technical basis to Tencent as well as the rest of our portfolio.

Actually, my comment is less critical than you may perceive it because one of my assumptions lying behind this kind of calculation is that the market assumes that all the other ventures that you're undertaking are eating up less cash in the future are probably becoming more profitable than the market assumed in the past. I was just referring to purely the technical exercise, and I don't think it was $35 billion. I think you should just conclude what have you been buying back from your own shares? What were they -- how much more are they worth right now? Well, that's $45 billion. What did you have to sell in order to be able to do that? Well, they increased also, but less than the $45 billion, only $42 billion. The difference is $3 billion. That is the actual benefit for the changing -- the Tencent shares changing to buying back your own shares. I don't think there's any other calculation you can make.

Nico. Errol is obviously financially steep and highly intelligent. I think you need to have a coffee to set and do a calculation coffee table.

I'm happy to do that. That's all.

A quick comment here, first to congratulate Errol that you came here next year as we agreed and shared his positive remarks on the progress. Koos talked a lot about ecosystem. And I would answer your question just saying one of the reasons not to split is the importance of ecosystem and also learning from China. But you said the second thing that they didn't talk about that is it would put more rigor on the operations. And what I can tell you that the level of pressure and energy we put in our own operations to improve the results no matter what is very, very, very high. So I don't think we need to split to -- I don't like to say we leave because of the money that comes from an investment that cause it. I don't like that. So our operations has the maximum level of pressure that we can do to have good results. So I don't think they split this specifically because we are already doing a lot.

Let me make a step in your direction. I truly believe that with kind of -- with your management style, there is enough pressure on every venture to make sure that they develop well, that they grow well and whatever the growth will be in the future, it will be profitable. So I've got confidence in that. I'm still skeptical about maintaining and keeping the Tencent shares for the long future.

Errol, you need to be here next year and holding to account. Questions, comments. Welcome.

[Foreign Language].

He's been here from [indiscernible] and he makes 2 points. The first point he makes is that the documents and the subtitles should have been properly translated into Dutch, and you are totally correct. We will do it next year immediately. It's an oversight, we should do it because where we operate in countries, we respect the country and we try to be good local citizens, and that includes speaking in the language of the country. So we'll do that. That's quite correct. The next question for Fabricio is for you. [indiscernible] says, just with Just Eat, why did you play the CFO and the CEO to do the deal? Are they getting big fat packets for that delivery?

I don't have -- thank you for the question. I don't have -- we disclosed most of the deals we did with the management. Can you help me Nico, on what is the extra information about this?

Nico, in Dutch. You can then translate.

[Foreign Language]

Translate quickly.

Yes. I just wanted to confirm that the Prosus has made an offer to acquire the Just Eat shareholding. That was approved. Our recommendation was accepted by the Board of Just Eat. Shareholders will now have the opportunity to tender their shares. That will happen towards the end of September, beginning of October. And that Prosus have made no arrangements relating to compensation or anything relating to the CEO or CFO of Just Eat. Their compensation arrangements at this point in time are governed by their own Board and the necessary governance processes that they have in place.

Thank you, Nico. Folks, another question or comment. Very welcome. Nothing further. No one. Lynelle?

Thanks, Chair. We seem to have now dealt with all questions from shareholders attending in person. And I also can confirm that we've received no questions from shareholders attending virtually. So back to you, Chair, but it appears that we're at our end of our Q&A.

The question session and answer session looks over. So Lynelle, could you put to us the specific agenda items that this meeting needs to deal with, and then we can finalize voting.

Thank you, Koos. So those shareholders who registered to vote at the meeting will now have an opportunity to vote in case they haven't done so. The explanations for each agenda item were provided in the notice of meeting. So I'm not going to repeat them now. I'm simply going to note the agenda item and the full text will be displayed on the screen. So let's begin. We start with agenda item #2, which is an advisory vote. We then move on to agenda item #3. We then move to agenda Item #4 and then moving on to agenda item #5, followed by #6. We then move to agenda item #7 and then on to agenda item #8, on to the directors being agenda item #9, followed by agenda item #10. And then also on our rotating directors, agenda item 11.1 through to 11.4. And then we move to reappointing our auditors being agenda item #12, followed by agenda item #13. We then move to agenda item #14 and then agenda item #15 and finally, agenda item #16. We will pause for about 5 to 10 seconds while the votes are in, and I receive confirmation of that.

So folks, will just take a moment to finalize. The technical team will show you the results as soon as they've settled and Lynelle will then summarize them verbally for you. [Voting]

Chair. I can now confirm that voting is completed and all the agenda items have been passed with the required majority. For your ease of reference, they will simply be displayed on the screen. Thank you. Just to close off, the letter from Fabricio to shareholders will be published later today and the full details of this Annual General Meeting will be published in the stock exchange and new services and business wires tomorrow morning. Back to you, Koos.

Ladies and gentlemen, thank you. I conclude that we've finished all the agenda items put to this meeting and that the resolutions have been adopted. I just want to thank you for your support because this team cannot proceed unless they have your support. And at this point, we can declare the meeting closed. Thank you for everyone online and people physically present here are welcome to come for a cup of coffee next door. Thanks a lot. Stay well.