Some of the world’s biggest investors are pushing back against the share structure and executive pay practices at Amsterdam-listed Prosus and its parent company, Naspers, as shareholders prepare to vote at their annual general meetings on Wednesday.

Norway’s Storebrand and Dutch asset manager Van Lanschot Kempen said in voting disclosures that they will oppose the re-election of Prosus directors Rachel Jafta and Mark Sorour because of concerns about the companies’ unequal voting rights.

Their positions are broadly in line with recommendations from major proxy advisers. Funds overseen by the New York City comptroller also indicated they would vote against the directors, although they did not disclose a reason. The California Public Employees’ Retirement System, known as CalPERS, also plans to vote against them.

Meanwhile, Norges Bank Investment Management, which manages about $2 trillion, and the California State Teachers’ Retirement System objected to Prosus’ executive pay proposals.

Investors question voting rights

At the center of the dispute is a share structure that gives certain insiders, including billionaire chairman Koos Bekker, 1,000 votes for each share held, compared with one vote for ordinary shareholders.

Storebrand said the structure raises concerns because of the directors’ ties to Naspers, Prosus’ controlling shareholder. It also questioned the size of awards proposed for Chief Executive Officer Fabricio Bloisi, including a so-called moonshot award with a notional value of $100 million and long-term incentives worth $33.8 million.

“While the moonshot is subject to rigorous dual conditions and has not triggered, the overall quantum is significantly above market norms,” Storebrand said.

The voting structure is far more concentrated than those used by some other major technology companies. Meta Platforms and Alphabet, for example, also use dual-class shares, but their superior-voting shares generally carry 10 votes each.

Proxy advisers add pressure

Institutional Shareholder Services recommended votes against Sorour and Jafta, while also opposing the election of Manisha Girotra because of the number of boards on which she serves. ISS said Sorour’s former role at Naspers and Jafta’s long tenure warranted shareholder scrutiny.

Glass Lewis, another major proxy adviser, recommended voting against Jafta at Naspers and rejecting Prosus’ remuneration policy, citing its structure and the company’s response to previous shareholder opposition.

Naspers said its remuneration committee engages extensively with investors and adjusts policies based on their feedback. It also said it remains committed to dialogue with shareholders.

Prosus shares were little changed in Amsterdam on Wednesday and have fallen about 28% this year.

Prosus drives Naspers’ internet expansion

Naspers, founded in South Africa more than a century ago as a newspaper company, has since built a large technology investment business, with most of its internet operations held through Prosus.

The company has expanded across food delivery, fintech, e-commerce, education and technology in markets including Latin America, India and Europe.

The shareholder challenge comes despite Prosus reporting strong financial growth. For the year ended March 31, 2026, ecosystem revenue rose 57% to $9.7 billion, while adjusted EBITDA increased 84% to $1.3 billion. Total assets rose to $79.07 billion from $72.59 billion a year earlier.