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Naspers Limited integrated annual report 2017 Integrated annual report for the year ended 31 March 2017 CONNECTING PEOPLE GLOBALLY

WHO WE AREWe are a global internet andentertainment group and oneof the largest technologyinvestors in the worldOperating in over 120 countries and markets with long-term growthpotential, Naspers runs platforms that package content to createcommunities.We connect people by distributing media products and conductingecommerce. Our products and services play a developmental role insocieties where we operate by employing people, improving quality oflife and stimulating the economy.For more than 100 years we have grown by investing in, acquiring andbuilding leading companies with sustainable competitive advantages.We typically focus on large consumer trends where we try to identifychanges early, adapt suitable business models for the high-growthmarkets on which we are focusing and leverage our position to buildgreat businesses that have scale, are profitable and generate healthy cash flows.Links to further related information within this report and respective websites. Click to view the corporate video.

Naspers: A diversified global, multinational companyA GLOBAL TECHNOLOGY OPERATOR Geographic footprint 73%18% of people revenue on an economic- globally use interest basis derived products and services of from internet segment, companies that Naspers 36% consolidated revenue has built, acquired or invested inWe employ nearly 80% Five25 000 revenue on an times economic-interestpeople directly and basis generated dividendstens of thousands outside South Africa, paid inindirectly as suppliers taxes toacross the world 53% consolidated governments revenue 1 Naspers Limited integrated annual report 2017

ABOUT THIS REPORTContentsl About this report l The Naspers groupForward-looking statements 2  29%(1)Scope of this report and assurance 4Developing content 4 increase in revenue on an economic-Assurance 6 interest basis to $14.6bnStatement of the board of directors onthe integrated annual report 6 Strategic focus areas What we doForward-looking statements What we look for 8 8This report may contain forward-looking statements as How we organise our portfolio 9defined in the United States Private Securities Litigation Allocating capital 10Reform Act of 1995.Words such as “believe”,“anticipate”, 12“intend”, “seek”, “will”, “plan”, “could”, “may”, “endeavour” Investment criteria 12and similar expressions are intended to identify such Group priorities for the year ahead 12forward-looking statements, but are not the exclusive Stakeholder engagement 14means of identifying such statements.While these Integrated thinking 18forward-looking statements represent our judgements and Value-added statement 19future expectations, a number of risks, uncertainties and 2017 at a glance 20other important factors could cause actual developments How we’ve performed across our types of capital 20and results to differ materially from our expectations. Global presence 22These include key factors that could adversely affect our Business model 24businesses and financial performance.We are not under How we manage risk 26any obligation to (and expressly disclaim any such Our operating environment 27obligation to) update or alter our forward-looking Technology trends 28statements whether as a result of new information, future Chair and chief executive’s report 30events or otherwise. Investors are cautioned not to place Our board 36undue reliance on any forward-looking statements Attendance at board meetings 38contained herein. Note (1) Represents year-on-year growth in local currency excluding M&A. 2Naspers Limited integrated annual report 2017

l R eview of our performance l G overnance for against our six types of capital a sustainable business75m 601 000users make use of OLX group’s mobile apps children involved in the Let’s Play Schoolmonthly in 40 countries around the world Physical Education ChallengeFinancial review 40 How we govern our business 88 Summarised consolidated annual How we integrated governance into our business 88 financial statements 42 Application and approach to King III 90 63 Focus areas for 2018 90Products and services 63 Human resources and remuneration Internet 69 committee repor t 91 Video entertainment 71 Remuneration report 93 Media 72 Nomination committee report 105 73 Social and ethics committee report 106Review of sustainability capital 73 Audit committee report 108Human capital 74 Risk committee report 110 74 Our people 75 l S hareholder and corporate 112 People development 76 information Occupational health and safety 113 Transformation and diversity 77 Administration and corporate information 113 Employment equity 78 Analysis of N ordinary shareholders at 114 Broad-based black economic empowerment 78 31 March 2017 121 equity schemes 80 Shareholders’ diary 123Social and relationship, and intellectual capital 81 Notice of annual general meeting Our communities 81 Form of proxy Local economic and community development 82 Notes to form of proxy Responsible content 83 Privacy and data security 84 Digital inclusion 84 Customer satisfactionNatural capital Environment 3 Naspers Limited integrated annual report 2017

ABOUT THIS REPORTAbout this reportScope of this report and We monitor key metrics in managing We describe key components of theassurance Naspers value chain (business model) our businesses, and engagement that creates and sustains value for ourThe Naspers integrated annual report stakeholders. In creating value, weassesses our performance against six processes are in place to regulate the consider the requirements oftypes of capital (detailed on page 5) for Companies Act regulation 43 (socialthe year 1 April 2016 to 31 March 2017 relationships with our key stakeholders. and ethics committee), as well asfor a full understanding of our group’s King III, which are incorporated intoperformance. Understanding that Their feedback is provided to leadership the six types of capital.integrated reporting is an evolvingdiscipline, we have concentrated on to ensure stakeholder views and This report includes the financialincrementally improving our disclosure. performance of Naspers and its concerns inform strategic subsidiaries, joint ventures andNaspers has its primary listing on the associates (the group).The scopeJSE Limited’s stock exchange (JSE) decisionmaking. of reporting on non-financial(NPN.SJ) in South Africa, where it performance is indicated in this report.forms part of the Top 10 index and Developing content Some South African subsidiaries publishwhere most of its shares trade. It also separate integrated reportshas a level 1 American Depository The integrated annual report was (www.multichoice.co.za ,Receipt (ADR) programme listing on prepared against local and global www.media24.com andthe London Stock Exchange (LSE) standards, including: www.novus.holdings ).(NPSN) and trades on an over-the-counter (OTC) basis. International • Guidelines of the Global Reporting Group reporting standards areinvestors are therefore able to buy and continually being developed to makesell Naspers securities either through Initiative (GRI G4). disclosure meaningful and measurablethe appropriate OTC market, on the for stakeholders. Given the highlyLSE or JSE (details on page 112). • King III Report on Corporate competitive environment in which theNaspers’s indirect wholly owned group operates, and the impact ofsubsidiary, Myriad International Holdings Governance for South Africa, 2009 currency volatility on our results, thisB.V. (MIH BV), also has three bonds (King III), also taking into account report mostly excludes financial targetslisted on the Irish Stock Exchange (ISE). guidelines contained in the King IV or forward-looking statements other Report on Corporate Governance than as explained on page 2. for South Africa, 2016 (King IV) with a view to reporting on King IV for the financial year 2018. • South African Companies Act 71 of 2008, as amended (Companies Act). • International Financial Reporting Standards (IFRS). • Framework of the International Integrated Reporting Council (IIRC): this principles-based approach promotes the concept of the six capitals, which considers material inputs and resources required to create and sustain value in the long term. 4Naspers Limited integrated annual report 2017

Where relevant, we have adjusted under IFRS. Refer to page 42 of and segmental reviews are preparedamounts and percentages for the the summarised consolidated on an economic-interest basiseffects of foreign currency, and annual financial statements for a (including consolidated subsidiariesacquisitions and disposals. Such reconciliation of these metrics with and a proportionate consolidationadjustments (pro forma financial the equivalent amounts reported of associated companies and jointinformation) are quoted in brackets under IFRS. Financial commentary ventures), unless otherwise stated.after the equivalent metrics reportedWe have used these icons throughout this report to indicate links between our strategy, material issuesand the six capitals. South African Companies Act Integrated reporting framework Corporate governanceSocial and ethics committee Our six types of capital King III codeGood corporate citizenship Financial Ethical leadershipLabour and employment Human and corporate citizenshipSocial and economic development Social and relationship Board and directors*Consumer relationships Products and services Audit committees*Environmental, health Intellectual Governance of risk*and public safety Natural IT governance* Compliance with laws, codes, rules and standards* Governing stakeholder relationships Internal audit* Integrated reporting and disclosureNote* Dealt with in corporate governance report. NEWBEPSICUTPUPRLIEEDTO 5 Naspers Limited integrated annual report 2017

ABOUT THIS REPORTAbout this report (continued)Assurance Statement of the board of In our opinion, the integrated directors on the integrated annual report and annual financialFinancial information extracted annual report statements fairly reflect thefrom the audited Naspers Limited financial position of the group atconsolidated annual financial statements After being reviewed by the audit 31 March 2017 and its operationsfor the year ended 31 March 2017 committee and board, the board for this period.in this report was audited by approved the integrated annual report. On behalf of the boardPricewaterhouseCoopers Inc. (PwC) The summarised consolidated annual(refer to page 44 for the PwC report). financial statements were prepared Koos BekkerPwC also performed specific in accordance with IFRS and the Chairprocedures on the material non- Companies Act, while the integratedfinancial information contained in this annual report was prepared using the Bob van Dijkreport. South African broad-based black guidelines of GRI G4, recommendations Chief executiveeconomic empowerment (BBBEE) of King III and the IIRC framework.information was assured by Where possible and in preparing for Cape TownEmpowerLogic (Naspers and reporting in terms of King IV, some of 23 June 2017MultiChoice), and AQRate Verification the aspects of King IV have been takenServices (Media24 and Novus into account in this report.Holdings).While the group has a combinedassurance model for internal use, weaim to have additional indicators ofperformance independently assuredonce common standards and systemshave been entrenched. 6Naspers Limited integrated annual report 2017

The Naspersgroup 7 Naspers Limited integrated annual report 2017

THE NASPERS GROUPStrategic focus areas What we do In general • We partner with founders/entrepreneurs to build growth businesses with scale, which then provides strong and defensible leadership positions (as well as healthy financials). • We offer services that address something fundamental to customers as this makes them use these platforms regularly. • We focus on growth markets, because this approach provides two sources of growth: the markets themselves, which are growing rapidly, and the business model reaching its full potential.Optimise portfolio New opportunities Closed after year-end INVESTInvestments in FY17 US$11m US$120m• S ignificantly increased US$13m US$71m scale and market US$22m US$132m positioning in India US$70m US$73m PSP market US$130m US$313m(1) US$434m US$60m (1) Total cumulative investment as at 31 March 2017. Source: Company data. 8Naspers Limited integrated annual report 2017

What we look for PARTNER WITH ENTREPRENEURS WHERE WE CAN BUILD BUSINESSESBUILD LEADERSHIP WITH BROADPOSITIONS WITH A POTENTIALSUSTAINABLE MOAT ADDRESS BIG OPERATE IN HIGH- SOCIETAL NEEDS GROWTH MARKETSCONSOLIDATE EXIT + Other US$3.214m Redeployed in FY17 US$102m• Increased operating scale US$67m• Accelerated technology innovation Closed after year-end US$3.4bn• Strengthened depth of management US$173m Market value (US$’m) US$10m 2.5x 1 363 196 349 Investment Market value of our stake as at 31/3/17 Development spend Cash Market value (US$’m) 9 Naspers Limited integrated annual report 2017

THE NASPERS GROUPHow we organise our portfolioOur principal operations are We are market leaders in manyin internet services, where we of the businesses and marketshave listed assets, but predominantly in which we operate.focus on ecommerce (especiallyonline classifieds, business-to- Our most significant markets areconsumer (B2C) ecommerce, Africa, China, Russia, Central andonline payments and new ventures), Eastern Europe, North America,video entertainment and media. Latin America, India, Southeast Asia and the Middle East.Classifieds Internet Ventures B2C Payments 10Naspers Limited integrated annual report 2017

We operate internet businesses across a variety of platforms and geographies. In online classifieds, where we run trading platforms in more than 40 countries, we own the OLX brand, as well as a majority stake in Avito, letgo and Dubizzle. PayU provides payment solutions in 16 countries. In B2C ecommerce we have investments in eMAG, Flipkart,Takealot and MakeMyTrip (MMYT), and in Naspers Ventures we look at new opportunities that have potential to become global businesses.Through Tencent and Mail.ru, we also have ownership interests in leading providers of internet entertainment and communication services in China and Russia respectively. We are the market leader in African video-entertainment services with almost 12m subscribers in 50 countries across the continent. We offer digital satellite television, digital terrestrial television, on-demand online television and other video-entertainment services, and our well-known brands include MultiChoice, DStv, M-Net, SuperSport, GOtv and Showmax. Our media segment comprises digital media and services, newspapers, magazines, ecommerce, book publishing, and print and distribution businesses in South Africa. Video entertainment MediaListed 11 Naspers Limited integrated annual report 2017

THE NASPERS GROUPAllocating capitalWhether we build or invest, our approach is to allocate capital in a disciplined way. We typically invest in new businesses early on,focusing on opportunities that have potential to scale globally. On good traction and sustained growth, we often ‘double-down’ onexisting investments, helping them build scale and market leadership. Once a winning proposition, we go ‘all-in’, eg online classifieds,driving these businesses to profitability and cash generation.We also have businesses that are mature, profitable and cash generative, such as MultiChoice South Africa. And then we are investedin a number of companies that are public, such as Tencent, Mail.ru and most recently, MakeMyTrip.\"$  ( + \"   \" ' Experiment (R&D) Committed investment Scale to full potential Operate for return Value appreciation and expand and profitability and cash• Early-stage model • Model with proven • Winning platform • Proven model • Strategic stake in• Nascent startup • Clear category leader potential with growth potential • At scale listed asset 5+ years away • Emerging leader • Further room for value appreciation 3 – 5 years away from full potential Cash generativeInvestment criteriaDuring the course of a year, we look at numerous investment opportunities, but only conclude a few.We have very specific criteria:• We look for defensible business models that address big societal needs and have potential to scale globally.• We partner with credible entrepreneurs who have vision and ambition.• We are disciplined in our valuation approach using fundamental valuation techniques such as discounted cash flow analysis and focus on return on invested capital.• A robust review process is in place whereby an investment committee, comprising senior executives, reviews proposed transactions. Board-approved authority levels are in place. Sizeable transactions go to the board for consideration and approval.Group priorities for the year ahead Position the portfolio for growth Improve competitiveness of our business• F ocus investments on leadership positions • Continue to institutionalise mobile-centric and scale approach• Exit or restructure underperforming assets • Increased focus on quality engineering• Invest in new opportunities that can and product be transformative 12Naspers Limited integrated annual report 2017

Target high-growth opportunities 100% 86% 53% 65% 178%Monthly unique Total payments Total gross App monthly Monthly order listers value (US$bn)(1) merchandise value active users (m) run-rate (m) (US$bn)(2)Mar 17 Sep 16 FY17 FY16 FY17 FY16 FY17 FY16 FY16* FY15* *Company data as at 31 December 2016 FOOD DELIVERYNotes(1) Total payments value reflect PayU India,YoY organic growth, excluding Citrus, was 64%.(2) Gross merchandise value data reflects eMAG Romania. Pursue scale Key benefits • Increased operating scale • Accelerated technology innovation • Potential value creation from synergies • Strengthened depth of management34.1m 9.7m 6.6m 17.5m 45%Total transactions(1) Air(1) Hotel(1) (3) Bus(1) Mobile(1) (2)Notes(1) Financials and KPIs for fiscal year ended 31 March 2016 and combined on a pro forma basis.(2) Includes air, hotel and bus transactions only.(3) Includes MMYT’s international standalone hotel transactions. 13 Naspers Limited integrated annual report 2017

THE NASPERS GROUPStakeholder engagement EMPLOYEES In person, newsletters, surveys, management briefings, conferences and intranet sites SHAREHOLDERS AND INVESTORS Communication and engagement through a dedicated investor relations unit HOW WE INDUSTRY ENGAGE Participating in industry groups to develop shared practices REGULATORS Engage with opinion formers and regulators to assist in developing policy CUSTOMERS Measure customer satisfaction using the net promoter score and interact with customers by using social media 14Naspers Limited integrated annual report 2017

Engaging and building relationships with all our stakeholders is key to sustainingbusiness. Our stakeholders are the individuals or organisations that affect and areaffected by our activities, products or services.Stakeholders’ issues and responseShareholders and investorsWe focus on providing timely, transparent and relevant information to help the investing public understand our business,governance, financial performance and prospects in a competitive environment.We engage regularly with analysts and the mediato build our brands and to address stakeholder perceptions, both as a for-project organisation and as a positive agent of changein a social and economic context.We disseminate information through a range of channels (including stock exchanges, pressreleases, our website, integrated annual report, interim report, provisional report and other corporate documents).This isreinforced by direct communication such as interviews, investor conference calls, group presentations and one-on-one meetings.After releasing interim and full-year results, we conduct roadshows in South Africa, the United Kingdom and the United States ofAmerica. In the review period, we also attended a number of investor conferences in these regions and in Asia. In FY17, we hadover 550 direct interactions with equity and debt investors, involving 15 of our executives, through a combination of meetingsand teleconference calls.InternetStakeholders Key issues ResponseCustomers • Making it simpler and faster to Most of our internet businesses have adopted the net promoterRegulators score (NPS) metric to measure customer satisfaction.We focus onEmployees use our products and services. providing the best experience to all our customers, whether they are consumers, merchants or partners. On the merchant side, we • Feedback on service-related are committed to working with upstream and downstream partners to provide quality solutions for their businesses.We also use issues. customer satisfaction (CSAT) scores to measure the degree to which our products and services meet customers’ expectations. • Privacy of information. • Socio-economic growth. We engage with legislators through our public policy teams in each • Consumer protection and region to operate in an efficient and positive regulatory environment, and as part of our compliance activities. Our public policy team quality of service. is based in Brussels and serves the Naspers group leadership by providing information, analysis and advice relating to politics and policy. • Developing a digital society. It represents the group to governments where necessary, and also • Citizen and community focus. provides support to the group’s operating companies to enable them • Skills development and to be more effective in the policy space. PayU holds licences in a number of the countries in which it operates, and cultivates strong employment. and open relationships with its regulators in these markets. Group businesses belong to relevant industry bodies and associations • Taxation. to support the development of specific sectors. • Building skills to support Our most important asset is our people. At heart we are entrepreneurs, so we push for performance, back local teams future business growth. and learn from each other. We aim to be recognised for providing meaningful work, • Knowledge-sharing across opportunities to learn and grow, and rewards for a job well done. In this culture, we believe our people will be motivated to achieve the group. by taking personal responsibility for high performance. Group companies set and communicate targets that are translated • Career development. into local and personal goals to ensure everyone understands the bigger picture.We encourage our teams to discuss performance to enable everyone to learn and grow, supported by ongoing education and training.We find new ways to listen and engage with our teams about making Naspers the best place to work. 15 Naspers Limited integrated annual report 2017

THE NASPERS GROUPStakeholder engagement (continued)Video entertainmentStakeholders Key issues ResponseCustomers • To ensure that we provide The video-entertainment group has a number of points for customer engagement: the call centre, email, SMS and social media platforms (such as the offerings that are relevant DStv Forum,Twitter and Facebook). Customer insights from email research and and value for money. field trial panels are used in product development. Investment in local content has deepened, with competitively priced productions that resonate with our • To understand the needs and audiences. The video-entertainment group plays an active and constructive role in the wants of customers. broadcast industry in countries where it operates. In South Africa, as a member of the National Association of Broadcasters, it raises industry issues withIndustry and • To influence policy the Department of Communications, the Regulator, the Independentbusiness partners Communications Authority of South Africa (Icasa), and the parliamentary developments to ensure the portfolio committee on communications. It is represented on the information long-term viability of the and communications technology (ICT) policy review panel assisting the minister industry. to review legislation governing the sector. It participates in a number of industry workshops and policy-formulation processes, and regularly engages withShareholders • To build and continuously suppliers and business partners to develop shared best practices.and investors MultiChoice informs shareholders of developments through its integrated improve corporate governance annual report, publishing provisional and interim reports in local newspapersRegulators processes to build on the trust and online, holding annual general meetings where shareholders can ask placed in the group. questions, and through up-to-date websites (www.multichoice.co.za andEmployees www.phuthumanathi.co.za ). • To keep stakeholders informed In South Africa we participate in regulatory processes initiated by Icasa to of our performance from a develop an environment conducive to the growth of the ICT sector.We also strategic, financial and social engage with opinion leaders and regulators to assist with policy development. development perspective. The group is subject to regulation by the Broadcasting Complaints Commission of South Africa (BCCSA).We work closely with the BCCSA to ensure • To ensure that we value and compliance as South Africa moves from an analogue to a digital environment. In the rest of Africa, MultiChoice holds licences in a number of the countries uphold the rights of our in which it operates, and promotes open relationships with its regulators in consumers. these markets. • To ensure that we continue The video-entertainment group uses a number of platforms (from print to electronic and face-to-face engagements) to interact with employees and keep to deliver quality services to them informed. In South Africa the group also has a workplace forum to customers. represent employees’ interests and interacts with the company.The group communicates with local communities through its corporate citizenship activities. • To facilitate socio-economic growth, skills development and employment. • To ensure compliance with licences held and industry regulations. • To understand and respond to staff needs and concerns. • To provide strategic direction and clarity on how staff contributes to the bigger picture. • To allow for two-way communication to enable our employees to share ideas. 16Naspers Limited integrated annual report 2017

Media24 ResponseStakeholders Key issuesCustomers • To gain a better understanding Media24’s divisions are active on social media platforms. Editorial teamsShareholders use Facebook and Twitter to engage with audiences on topical issues,Industry of our customers, their share and promote content from their latest digital and print offerings,Regulators aspirations and needs. and test new ideas. Business units conduct client satisfaction surveys with advertising agencies, readers and digital audiences through various • To deliver relevant and useful channels, including customer service call centres and surveys to determine NPS ratings. products and services to our customers. Media24 keeps shareholders informed of developments by posting its integrated annual report, publishing provisional and interim reports in • To improve our products and local newspapers and online, holding annual general meetings where shareholders can ask questions, and through up-to-date websites test ideas. (www.media24.com and www.welkomyizani.co.za ). Media24 is an active member of local and international industry bodies. • To promote our products, build In South Africa these include: the Publishers Support Services (PSS), as well as engaging with organisations such as the Audit Bureau of our brands and encourage Circulations of South Africa (ABC), Print Research Council (PRC), South loyalty. African National Editors’ Forum (Sanef), South African Publishers Association (Pasa), Media Development and Diversity Agency (MDDA), • To ensure that we maintain high Association of Independent Publishers (AIP) and Advertising Standards Authority (ASA). Novus Holdings is a member of the Print Industries service levels. Federation of Southern Africa (Pifsa) and attends international industry events to remain abreast of developments. • To keep shareholders informed Print media is regulated by the press code and the ASA. Media24 abides by the codes and rulings of these regulatory bodies. of company developments and strategy implementation. • To build on Media24’s profile as a responsible corporate citizen. • To retain and build on the trust placed in the company. • To build our strategic business par tnerships. • To partner with business associations to promote common issues affecting the industry. • To learn from best practice and share information that will benefit the industry. • To influence policy decisions for the benefit and long-term viability of the industry.Employees • To be an employer of choice Media24 is an employer of choice, providing an inspiring work environment. Ongoing staff engagement includes management briefings that provides a safe, positive and and roadshows, weekly electronic newsletters, workshops, knowledge- motivating working environment. sharing sessions on industry topics, an annual leadership conference and staff surveys.Workplace forums representing employees regularly • To foster a culture where interact with management. Media24 invests substantially in leadership training and development. employees live the corporate values and behaviours. • To understand and respond to staff needs and concerns. • To provide strategic direction and clarity on how staff contributes to the bigger picture. • To retain the best talent. • To provide leadership, training and development. • To allow for two-way communication to enable our employees to share ideas. 17 Naspers Limited integrated annual report 2017

THE NASPERS GROUPIntegrated thinkingBalancing profit, people and our planetNaspers runs platforms that package content to create communities.We connectpeople by distributing media products and conducting ecommerce. Our products andservices play a developmental role in societies where we operate by employing people,improving quality of life and stimulating the economy. Education is one of our most important contributions to Africa. We help to improve literacy levels through print and digital media, from newspapers and magazines to school books and digital ventures, including social networking.Naspers is operated as a sustainable By harnessing our globalbusiness, both in terms of the infrastructure and ability toenvironment and long-term innovate and adapt in a changingprofitability. Our values world, we aim to address education,demonstrate our commitment to skills development and environmentalprogress along this journey. But sustainability.We hope to improve the living conditionsNaspers is also a responsible of our employees, their families and the communities incorporate citizen, by giving back to which we operate, ultimately balancing profit, people andits communities.Through numerous our planet. Our recent investment in Udemy, a globalprojects, we touch the lives of millions online marketplace for learning and teaching, aligns ourof people around the world. commercial strategy with our desire to address big societal needs.Where relevant in this report, we haveincluded performance against our varioustypes of capital (from page 40), such associal and environmental projects, toillustrate our approach.The value-added statement illustrates howthe group distributes its earnings and howmuch it retains for reinvestment. 18Naspers Limited integrated annual report 2017

Value-added statementfor the year ended 31 MarchValue added is defined as the value created by the activities of a business and itsemployees and is calculated as revenue less the cost of generating that revenue.The value-added statement reports on the calculation of the value added and itsapplication across stakeholder groupings.This statement shows the total wealthcreated and how it was distributed, taking into account the amounts retainedand reinvested in the group. 31 March 31 March % 2017 2016 change US$’m US$’mRevenue 6 098 5 930 12%3 of total earningsCost of generating revenue 4 219 3 975Value added 1 879 1 955 6 distributed to investors 1 899 1 329 and finance providers, who fundIncome from investments 3 778 3 284 (4) our growth, through dividends andWealth createdWealth distribution: 1 149 1 015 43 interest payments.Employees 441 432 278 292 15 30% of wealth createdSalaries, wages and benefits 163 140 goes to some 25 000Providers of capital employees.These jobs contribute 825 13 materially to countries where weFinance cost 1 363Dividends paid 2 operate.The jobs we create alsoGovernments 339 stimulate economic activity. (1 734) (5)Total tax paidReinvested in the group 2 758 16 3 778Depreciation and amortisation 813 1 22% of wealth createdOther capital items 1 024 33 paid in taxes andRetained earnings 22 278 (1 408) skills development levies to localWealth distributed (115) 220 governments is nearly five times what shareholders are paid in 861 15 dividends. 3 284 22% Wealth distribution 25%36% 4% Tax paid to governments 31% 4% 2017 8% Shareholders’ dividends 2017 9% Other providers of capital30% Employees 31% Reinvested in the group 19 Naspers Limited integrated annual report 2017

THE NASPERS GROUP2017 at a glanceHow we’ve performedacross our types of capitalFinancial IntellectualEcommerce revenue growth outpaced that of the video- • MultiChoice’s set-entertainment segment. Internet revenues now represent 73% of top box, Explora 2: launched with14 562 1 097group revenue on an economic-interest basis – up 6% on last year. improved Revenue economic(1) 8%Development spend(1) compression interest (US$m) technology. economic interest (US$m)29%Revenue (19% economic interest) • Ecommerce: ability 8%Development spend (13% economic interest) to build strong global 29%US$14 562m US$1 084m or regional leaders.14 562m 12 224m 1 084m • Classifieds platform, letgo: allowing users 961m to buy from, sell to and chat with others2 7462017 2016 4062017 2016 locally. 373%7%Trading profit econom(1i)c 36%Core EPS (US cents) Free cash outflow: interest (US$m) US$125m Core EPS*Trading profit (22% economic interest) US$2 746m2 746m 406 Dividend per share: 298 580 SA cents 2 246m2017 2016 2017 2016Notes(1) Represents year-on-year growth in local currency, excluding M&A.* EPS = earnings per share. Constant currency revenue growth type (economic-interest basis) 27% 25% 64% 54% 62% 67% 32% 20% 21% 29% Ecommerce Classifieds Travel Payments EtailFY17 FY16 20Naspers Limited integrated annual report 2017

Natural• MultiChoice City in South Africa is Green Star-rated by the Green Building Council of South Africa.• ‘Environment wins’ – the nature of OLX group’s business: the environment wins as second-hand items are resold to be used again.• Naspers and Irdeto’s office building in the Netherlands was designed and constructed as a green building.This sustainable building meets the GreenCalc score B.• eMAG installed recycling bins to raise employee awareness.18%Products and services Media24 of people globally use products and services of companies that Naspers has built, acquired or is South Africa’s invested in. leading publisher,• 75m users make use of OLX group’s mobile apps with over monthly on average. 40 magazines and• More than 1.3bn online users across more than 80 newspapers 50 markets. reaching more than• Nearly 12m subscribing households across South 13m in monthly unique Africa and over 50 countries in sub-Saharan Africa. browsers and across its social media platforms. Human Social and relationship9 000 22% of total wealth we create, supportspeople received local governments.training – 36% of • Corporate citizenship initiatives acrossour 25 000-strongworkforce. the group benefit more than 600 000 people. 21 Naspers Limited integrated annual report 2017

THE NASPERS GROUPGlobal presenceOperating in over 120 countries and markets with long-term growth potential, Naspers builds leading companiesthat empower people and enrich communities.Internet Video entertainment Media• g o-mmt: 2.3m standalone hotel • D Stv Explora customers • L aunched first sub-Saharan transactions quarterly downloading 1m titles per month African edition of Huffington Post, HuffPost South Africa• e MAG 76 000 packages delivered • D Stv Now users generate 4m monthly play events per month • E xpanded mobile digital media product offering• OLX group: 60m monthly listings 7 000 6 00012 000 employees US$0.6bnemployees US$3.4bn contribution to revenueUS$10.6bn contribution to revenuecontribution to revenue 22Naspers Limited integrated annual report 2017

Naspers is a truly international company80% 4 20 Revenue* by segment 23 (%)of our revenue is now generatedoutside South Africa, on an economic- Ecommerceinterest basis. Listed investments Video entertainment Media and other 5373% 4 Revenue* split 6 ecommerce (%)of our revenue comes from our 7internet and ecommerce activities, 15 Etailon an economic-interest basis. 57 Marketplace 11We believe in the Classifiedspower of local, Otherbacked by global scale Payments TravelWe continue to back new businessmodels to fuel our growth. Increasingly, Notewe look for opportunities to address *Measured on an economic-interest basis.big societal needs in markets wherewe see the greatest growth potential, We believe we are a usefulincluding all major markets around the global growth partner forworld.Where we see a company with founders, startups and otherpromise, we move quickly to expand investors aspiring to makeand scale. a difference and add value at all life stages Our operating model is different – in our chosen markets, we create our own businesses or invest in early-stage companies, we take promising models and grow them quickly to scale, we evolve and grow companies already at scale, and we hold investments in listed companies with significant upside. 23 Naspers Limited integrated annual report 2017

THE NASPERS GROUPBusiness modelCreating value for all stakeholders E-ADDING ACTIVITIES)INPUTS (OUR CAPITALS) OUTPUT (OUR VALU OUR PURPOSEFinancial We build leading companies that empower people and enrichProviders of capital communities.InvestmentsHuman WHAT WE DOEmployees At heart, we’re entrepreneurs.Social and relationship We PUSH FOR PERFORMANCEStakeholders: engagement, in everything we do.We back local teamsissues and feedback and learn from each other.We’re nimble and seize opportunities.We do theProducts and services right thing.Ecommerce FOCUS the portfolio around coreVideo entertainmentMedia leadership positions.Intellectual GROW by leveraging leadershipGlobal platforms positions, rolling out our most successful businesses to new, adjacent business models and expanding into new geographies. TRANSFORM our portfolio by investing in new, disruptive platforms. Natural CUSTOMERS Green buildings Address real needs through Energy-saving initiatives interaction and research. Measure: satisfaction. 24 MINIMISE IMPACTNaspers Limited integrated annual report 2017 Internet segment: stimulate buying and selling used or recycled goods in a paperless environment. Reuse, recycle: 40% of paper waste at Novus delivered to Correll in bales for reuse. Responsible sourcing.

OUTCOMES FINANCIAL IMPACT(FOR OUR STAKEHOLDERS) US$2 746m US$1 084m EMPLOYEES trading profit development 9 000 people benefit from spend training – US$17.4m investment or 1.5% 406 US cents of total payroll. core EPS SHAREHOLDERS AND INVESTORS VALUE DISTRIBUTED Dividend per share: 580 SA cents. US$825mWe contributed over Naspers share price has grown hundredfold since listing in 1994. (or as much as 22% of the total wealth we created) to local INDUSTRY governments where we operate Leverage our global scale to 25 000We offer some ensure industry development considers and benefits all people across the globe stakeholders. a meaningful and rewarding place to put their talent to work REGULATORS SUSTAINABILITY IMPACT Engage with opinion formers and regulators to assist in developing policy Community initiatives Supporting that supports vibrant industries and sustainability benefits stakeholders. South Africa: Let’s Play Schools campaign Physical Education challenge: 650 schools and 601 000 A number of learners competed. initiatives are eMAG’s Aiming for the supporting our Olympiad benefits 3 200 sustainability children in Romania. campaign. India: OLX connects with MultiChoice its communities through City, the group’s programmes such as voluntary newest building blood-donation camps, winter in Randburg, is clothing donation and a school our first building bag drive for underprivileged to be Green children. Star-rated. 25 Naspers Limited integrated annual report 2017

THE NASPERS GROUPHow we manage riskIn pursuing strategic opportunities and navigating related challenges, our philosophyis that managing risk is all about accepting risk in an intelligent manner, within theparameters approved by the board. Doing this well creates a competitive advantageand, ultimately, drives stakeholder value. As for the system of internal control, weacknowledge that no risk management system nor the combined assurance providedon risk levels and controls, gives us absolute certainty that we fully understand all risksor avoid any failure.We have experienced failures in the past and will likely face somemisses in the future.We therefore promote a culture where risk management is Our risk management framework, system and processes draw onnot seen as a separate process, but integrated into every-day internationally recognised best business practice and frameworks.management and good governance.The responsibility for We promote effective spreading of knowledge and learnings onmanaging risk lies with the owner of risk: in most cases issues and good management practice between businesses withinoperational management, assisted by the finance function and, the group.where considered useful in our businesses, specialised riskmanagement and risk support functions. The board is kept updated on key risks and any developments thereon and ensures that adequate levels of assurance areOur risk acceptance process focuses on the potential impact provided on the residual level of significant risks versus their setof a risk, using our risk management framework, relative to our tolerance levels through a combination of internal sources andperceived vulnerability to this risk. Likelihood of occurrence and independent assurance providers, including internal and externalspeed of risk consequences materialising are taken into account. auditors.For risks we are not prepared to accept, we take action to reduceour vulnerability – dependent on the risk in various ways and to Considering our key risks, these may impact in some way onvarious extents.Wherever we find risk outside acceptable levels, our ability to effectively and efficiently transform the capitalswe consider ways to avoid the risk altogether, eg by entering into that we use into value for our stakeholders:exit strategies.• Legislation and regulation Financial• Global market and political developments Human• Currency fluctuations and repatriation of cash• Funding• Loss of key individuals• Risks of fraud and corruption and unethical business conduct Social and relationship Products and services Intellectual• Competition and technological innovations• Technical failures and information (cyber) security• Inefficient use of resources and avoidable waste NaturalFor a detailed review of Naspers’s material issues and how we manage these, refer to www.naspers.com. 26Naspers Limited integrated annual report 2017

Our operating environmentAs a global group, Naspers is exposed to globalfactors.While this raises a spectrum of risks,equally it presents significant opportunities.Snapshot of our key regions Forecast growth (%)Country 2016 2017 2018 US 1.6 2.3 2.5 Europe Emerging and developing Europe 1.7 1.6 1.6 Emerging markets 2.9 3.1 3.2 China India 4.1 4.5 4.8 Russia Brazil 6.7 6.5 6.0 South Africa 6.6 7.2 7.7 Sub-Saharan Africa -0.6 1.1 1.2 -3.5 0.2 1.5Source: International Monetary Fund. 0.3 0.8 1.6 1.6 2.8 3.7 27 Naspers Limited integrated annual report 2017

THE NASPERS GROUPOur operating environment (continued)Global growth in 2016, projected to remain regulators attempt to keep up with changes The time for innovations to reach most ofmodest at some 3%, was the weakest since caused by innovation and disruption.The the population in developed countries isthe 2008 and 2009 economic crisis. outcome of US elections, the vote for getting shorter, penetration curves steeperEconomic activity is projected to pick Brexit and a series of elections in Europe and there are many more innovations inup in 2017 and 2018 to 3.4% and 3.6% complicate analysis and add uncertainty. any given period.respectively, driven almost entirely byemerging-market and development Regulations and regulatory change potentially The impact of technology on society as aeconomies. This reflects the increasing have the largest impact on our African whole has been mostly positive. Researchweight in the world economy of large video-entertainment businesses, but we shows that the use of technology hasemerging-market economies, such as China expect increased regulation to affect our boosted incomes by 30% to 50%, acrossand India, which are growing well above the other businesses as well. countries and income groups, especiallyworld average.The pace of economic activity in growth markets. China and India, inin advanced economies is projected to Technology trends particular, have reaped significant returnsremain subdued in line with their diminished in recent years, catapulting them into thepotential as populations age. Technology is an essential part of our rankings of the largest global economies. lives today, providing more freedom andAcross the world, regulatory activity choices.The pace of developing andcontinues to increase as governments and adopting new technology is accelerating.Projected real GDP (US$ trillion) 1970 Projected real GDP (US$ trillion) 20304.8 23.9 1.9 1.5 1.0 1.0 1.0 0.8 0.5 0.5 0.4 18.8 7.3 6.5 4.3 3.8 3.5 3.2 2.5 2.3US Japan Germany France UK Italy Russia Canada Spain Brazil US China India Japan Germany UK France Brazil Canada ItalySource: US Department of Agriculture.Through technology, customer It is evident that the new mobile platform software code, application programexperiences have become increasingly will be the basis for transforming many interfaces (APIs), scalable cloud-computingimportant. Companies now have to products, services and industries. Most infrastructure, and more), it has neverconsider how products and services industries are still in the early stages of been easier to launch a business quickly.enhance lifestyles and workflows. It is clear disruption (particularly in our markets)that mobile is the future of the internet. and increasingly new industriesJust a decade ago no one had a (eg agriculture/food, health, education andsmartphone – now there are 2.5bn finance) are now being targeted.With ansmartphone users globally.With mobile accelerating mobile distribution platformuse steadily overtaking PC use, the world into global consumer markets, explodingis heading towards the 5bn smartphone- data availability and the presence ofuser mark. modular building blocks (open-source 28Naspers Limited integrated annual report 2017

Online penetration (%, 2016)140120 12 224100 80 2 561 70 8060 90 80 70 60 70 6040 60 60 30 1520 50 40 30 35 20 50 45 40 35 35 30 25 20 15 10 10 5 0 15 15 5 5 5 10 5 5 5 1 5 25 1 15 5 10 Classifieds – jobs Messaging Ticketing Classifieds – horizontal Digital banking Classifieds – vertical Payments Healthtech Media – news Travel – flights and accomodation Transport – taxi Video Food delivery Coupons Last-mile delivery Travel – accomodation On-demand services Transport – bus B2C – vertical Remittances Consumer lending B2C – general Edutech Developed markets average Emerging markets averageNoteTypically emerging markets at lower end of the range, with the exception of ticketing (eg movies), Classifieds – Vertical (eg cars), Healthtech and Media – Video.Source: Businesswire, Chicago Tribune, eMarketer, Internetretailer, McK., BCG, Netscribes, Millennial, CSF’s EdTech, Holland Fintech, yourstory, A.T. Kearney, BI, Euromonitor, CBI, Telegraph,Reuters, globalwebindex, Nielsen, Deloitte, Redshift, eyefortravel, IJBM, Certify, rideshareapps. Inc42, ETOA, PEW, BBC, Technode, iResearch, ANI.We aim to maintain a high-growth The next wave of technological that people would never be able to. Itprofile by honing in on opportunities innovations, specifically machine is the new battlefield with data as thepresented by (1) technology disruption learning (ML) and artificial intelligence new ‘oil’. AI is quickly developing into ain various industries in combination (AI), is upon us. AI introduces the ability critical enabling technology that will runwith (2) the economic catch-up effect to perform complex tasks that only like a thread through mostin high-growth markets. people could once do, but at a scale developments. 29 Naspers Limited integrated annual report 2017

THE NASPERS GROUPChair and chief executive’s report Our integrated annual report for the year to 31 March 2017 reflects another solid performance against a volatile macroeconomic backdrop.“While our Overview Group performanceinternational internetventures scaled pretty Naspers continues to generate long-term Naspers delivered a solid performancewell, our African value for shareholders and other in the review period, despite economicvideo-entertainment stakeholders alike. Around the world, our volatility in several of our operatingbusiness bore the stakeholders benefit from our regions. Our focus in recent years onbrunt of falling contributions to local economies, mitigating risk by diversifyingcurrencies.” responsible citizenship initiatives and geographically and by segment is paying shareholdings in Naspers or its off, for example: over 80% of ourKoos Bekker subsidiaries. For example, through revenue is now sourced internationally,Chair the eMAG Foundation and Let’s Play on an economic-interest basis.We have projects alone, we reach in excess of also expanded our revenue base, with 600 000 young people in Europe and 73% of group revenues attributable South Africa. to internet operations. 30Naspers Limited integrated annual report 2017

“Our teams have made meaningful progress in building the global customer propositions of the future.” Bob van Dijk Chief executiveCore headline earnings, which we Internet (includes our ecommerce households at year-end, compared toconsider a reliable indicator of activities and listed internet growth of only 185 000 in the priorsustainable earnings, grew 41% to investments): Strong growth from year. Our focus remains on expandingUS$1.75bn. Consolidated development Tencent and our ecommerce businesses the subscriber base, reducing costs byspend was up 22% to US$861m. produced revenues of US$10.6bn, up monitoring content performance as 29% (41%) year on year.Trading profit well as rightsizing the business and itsTaking a ten-year view, we have grown was 52% (65%) higher at US$2.5bn. operational activities.segment revenues at a compound Notably, Naspers now has one of theannual rate of around 19%, and trading largest mobile audiences in the world Media: Sectoral and macroeconomicprofits at 17%. Since listing in 1994, our and over 20 profitable businesses in headwinds continued to depressmarket capitalisation has grown from our ecommerce segment. Media24’s topline growth, with revenuesUS$622m (R2.3bn) to US$74.4bn down 3% (1%) to US$588m, while(R1.0 trillion) at year-end. Video entertainment: Revenues of trading profit dropped 34% (34%) to US$3.4bn were down marginally year US$19m. New digital and ecommerceWe summarise segmental performance on year, despite the protracted initiatives delivered satisfactory toplineto give readers an understanding of the weakness of currencies in our main growth of 14% (16%).components of our group, with detailed markets. A value strategy saw the totaloperational reviews from page 63: customer base rise by 1.5m to 11.9m 31 Naspers Limited integrated annual report 2017

THE NASPERS GROUPChair and chief executive’s report(continued)Areas of growth India and will allow it to increase its on accelerating the growth of letgo vertical market leadership in the airline (classifieds), video entertainment and ourIn line with our focus on capital allocation and telecoms industries. More recently, online travel business in India.and returns, we disposed of Allegro and we strengthened our online food-deliveryCeneo (marketplaces), Netretail (online portfolio by investing in Delivery Hero, Through Naspers Ventures, we are lookingretail and ecommerce) and Heureka the largest online food-delivery company for the group’s next phase of growth.(online comparison shopping).We also (by orders) globally. We invested US$130m during the yearmerged our Indian online travel business, in technology segments that meet ouribibo, with MakeMyTrip, retaining a 40% Our consolidated development spend criteria, including education (Codecademy,(fully diluted) interest in the merged was US$861m, up 22% (13%) on the Brainly and Udemy) and agriculturebusiness.The acquisition and integration of prior year. Almost half was focused (FarmLogs).These are detailed onCitrus Pay consolidated PayU’s position in pages 58 and 66. Revenue (US$’m) Global trends and impacts 7 071 8 533 9 919 11 541 12 224 14 562 Naspers operates in a world where the needs, values and aspirations of the2 561 3 065 3 473 4 340 5 780 so-called millennial generation have redefined the norm. As the pace of2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 adopting new technologies accelerates, so does the importance of innovation. Trading profit (US$’m) Invention is no longer a ‘nice to have’. 1 536 1 901 2 246 2 746 Mobile is undoubtedly the present of the internet. It is already the primary platform 1 372 1 507 1 659 to transform many products, services and industries.We focus on mobile-first559 664 769 1 058 products and technology relevant to our markets and businesses.2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 The next wave of technological innovationNotes will be shaped by machine learning and artificial intelligence, enabling technologiesAll numbers on an economic-interest basis. that will permeate every development.Information presented above for periods before the 2014 financial year has been translated to US dollar using theaverage exchange rates prevailing over the relevant financial year. Please refer to page 28 for a more detailed discussion on global trends and their impacts. 32Naspers Limited integrated annual report 2017

Increased focus on people Equally, performance dictates how Governanceand skills we reward our people and our aim is to balance cost, competitiveness As a multinational group, our risksAs technology drives changes in our and incentive. differ by jurisdiction (refer to riskoperating environment, we need to management section, page 26).Theadapt in many ways. One is through the At executive level, short-term incentives board conducts the group’s businessstrength of our balance sheet to fund are linked to financial and operational with integrity, applying appropriatethe required investment and the skills of performance, including non-financial corporate governance policies.our people for the innovation that will indicators.To align executive interests Independently managed subsidiarieskeep us ahead. with those of our shareholders, apply suitable governance practices, long-term incentives are based on share including via their board committees.We especially focus on attracting talent options and appreciation rights schemes A disciplined reporting structure to– especially in the fields of ecommerce, that reward value creation above and the Naspers board apply, and thetechnology and engineering – and beyond present share values. Please group has a legal compliancecreating a meaningful place to work. refer to the section on our people programme, detailed in the fullDuring the year, 9 000 people benefited (page 73) and the remuneration report governance report . Strategiesfrom training at all levels, with some (page 93) for more details. and business plans for financial and1.5% of total payroll committed to non-financial elements of operationstraining and development. are regularly reviewed. Compliance with the Listings Requirements of the JSE Limited (JSE), London Stock Exchange (LSE) and Irish Stock Exchange (ISE) is monitored by the audit and risk committees of the board. We continually evaluate areas where governance can be improved.This is detailed in our application of King III in the governance frameworks of Naspers, MultiChoice and Media24 in the full governance report . 33 Naspers Limited integrated annual report 2017

THE NASPERS GROUPChair and chief executive’s report(continued)Board changes On 21 April 2017, after year-end, Members of the audit committee are Emilie Choi was appointed an Don Eriksson, Ben van der Ross andGuijin Liu and Hendrik du Toit were independent non-executive director. Rachel Jafta.The board recommendsappointed independent non-executive Emilie is an experienced consumer shareholders reappoint them as auditdirectors in the prior reporting period. internet, media, and mergers and committee members.Both have made useful contributions acquisitions executive. Her curriculumto our board deliberations during their vitae is on page 37. In compliance with the Companies Act,first year. shareholders will be asked to consider In terms of our memorandum of these proposals at the annual general incorporation, one third of non-executive meeting. Directors’ curricula vitae are directors retire annually and available on the corporate website . reappointment is not automatic. Koos Bekker, Rachel Jafta, Steve Pacak, Our board members provided valuable Fred Phaswana and Ben van der Ross guidance and scrutiny during the year. retire by rotation at the annual general We appreciate the leadership of our top meeting and, being eligible, offer executives under Bob van Dijk and the themselves for re-election. At the annual contributions of our many dedicated general meeting, shareholders will be people worldwide. Also the support asked to confirm Emilie’s appointment of our valued partners, suppliers and and to consider the re-election of these government bodies in numerous directors (see notice on page 114). countries. 34Naspers Limited integrated annual report 2017

Managing sustainability Dividend businesses while investing in ventures with the potential to fuel the next waveNaspers invests in creating useful The board recommends that the annual of growth.products and services for customers gross dividend be increased by 12% tothat, in time, will generate a sustainable 580 SA cents (previously 520 SA cents) We will further scale our ecommercereturn to investors and benefit our per listed N ordinary share, and businesses to drive profitability and cashstakeholders.We are equally mindful 116 SA cents (previously 104 SA cents) generation.The focus for our moreof our obligations as a responsible per unlisted A ordinary share. mature sectors – media and videocorporate citizen to respect the natural entertainment – will be on managingenvironment and limit our impact as Outlook macroeconomic and sectoralmuch as possible. headwinds through ongoing cost Naspers faces fiercer competition containment so as to ensure sustainedIn addition to a structured approach to from massive US technology operators profitability.our sustainability strategy, detailed on as we grow our internet and video-page 72, our governance model and entertainment businesses. Koos Bekker Bob van Dijkethical principles are communicated Chair Chief executivethroughout the group. Foreign exchange movements have hurt the video-entertainment segment 23 June 2017In our social interactions, we focus as customers around Africa payon challenges such as education, skills subscriptions in local currencies, whiledevelopment and environmental many costs are charged in US dollars.sustainability. Our aim is to improve the Slowing economic growth in Southliving conditions of our employees, their Africa and tougher internationalfamilies and the communities in which competition all will play a part in thewe operate, ultimately balancing profit, group’s financial performance. Nasperspeople and our planet. will respond through continued innovation and transforming existing 35 Naspers Limited integrated annual report 2017

THE NASPERS GROUPOur boardExecutive Non-executive Independent non-executive Fred Phaswana Lead director Bob van Dijk Koos Bekker Chief executive Chair Fred (73) is the retired chair of the Standard Bob (44) was appointed Koos (64) led the founding team of chief executive in the M-Net/MultiChoice pay-television Bank Group. April 2014, bringing business in 1985. E HN extensive ecommerce expertise to the group. E HN ERSBasil Sgourdos Debra Meyer Rachel JaftaGroup chieffinancial Debra (50) is executive Rachel (56) isofficer dean of the faculty of science at the a professor of economics atBasil (47) was University of Johannesburg.appointed to this Stellenboschrole in July 2014 and S University.has been with the groupfor 22 years in related A RHN Spositions. Don Eriksson ERS Don Eriksson (72) is a Mark Sorour chartered accountant Group chief (SA) and honorary life investment officer member of the Institute of Directors of Southern Mark (55) was appointed to this position Africa (IoDSA). in January 2015, and has extensive experience in AR S investment activities. For detailed biographies of the board go to www.naspers.com 36Naspers Limited integrated annual report 2017

COSPUYPPTLOIEBDEPage headerThe group uses independent external advisers to monitor regulatorydevelopments, locally and internationally, to enable managementto make recommendations to the Naspers board on matters ofcorporate governance. Ben van der Ross Emilie Choi(1) Ben (69) is an admitted attorney. He Emilie (38) has an extensive serves on the boards of several listed track record in the internet and companies. entertainment industry. She is LinkedIn’s vice president of AR corporate development. RCraig Enenstein Cobus StofbergCraig (48) is CEO of Cobus (66) was aCorridor Capital, founder member ofan operationally M-Net in 1986, and chiefintensive privateequity firm. executive of the MIH group from 1997 to 2011. HN (alternate)Steve Pacak Hendrik du ToitSteve (62) is Hendrik (55)a chartered is CEO ofaccountant(SA), who Investec Assetbegan his Managementcareer with and a directorNaspers atM-Net in 1998. of Investec plc and ER Investec Limited. Roberto Nolo Letele Guijin LiuOliveira de Lima Nolo (67) joined M-Net in 1990 and Guijin (71) graduated Roberto (66) from pioneered MultiChoice’s expansion from Beijing Brazil is a board outside South Africa. University of Foreign member of Telefônica Studies in 1971. He Brasil. S is experienced in international affairs between China and the developing world.Note(1)Appointed 21 April 2017.A Audit R Risk H Human resources N Nomination S Social and ethics E Executive committee committee and remuneration committee committee committee committee 37 Naspers Limited integrated annual report 2017

THE NASPERS GROUPOur board (continued)Attendance at board meetingsJ P Bekker(3) Date first appointed Date last appointed Six board meetings were CategoryE M Choi(1) in current position held during the year. 28 August 2015 Attendance: Non-executive 17 April 2015 21 April 2017 Independent 21 April 2017 6 non-executive Not applicable Independent non-executiveH J du Toit 1 April 2016 1 April 2016 5 Independent non-executiveC L Enenstein 16 October 2013 28 August 2015 6 Independent non-executiveD G Eriksson 16 October 2013 28 August 2015 6 Independent non-executiveG Liu 1 April 2016 1 April 2016 5 Independent non-executiveR C C Jafta 23 October 2003 29 August 2014 6 ExecutiveF L N Letele(2) 22 November 2013 26 August 2016 6 IndependentD Meyer 25 November 2009 26 August 2016 6 non-executive IndependentR Oliveira de Lima 16 October 2013 26 August 2016 5 non-executive Non-executiveS J Z Pacak(3) 15 January 2015 28 August 2015 6 IndependentT M F Phaswana(3) 23 October 2003 28 August 2015 5 non-executiveM R Sorour 15 January 2015 28 August 2015 6 ExecutiveV Sgourdos(3) 1 July 2014 29 August 2014 6 ExecutiveJ D T Stofberg 26 August 2016 5 Non-executiveB van Dijk(3) 16 October 2013 29 August 2014 6 ExecutiveB J van der Ross 1 April 2014 28 August 2015 6 Independent non-executive 12 February 1999Notes(1) Appointed 21 April 2017.(2) Appointed 22 March 2017 as acting chief executive of the MultiChoice South Africa group.(3) Members of the executive committee. No meetings were held during the year. 38Naspers Limited integrated annual report 2017

Review of ourperformance 39 Naspers Limited integrated annual report 2017

REVIEW OF OUR PERFORMANCEReview of our performanceagainst our six types of capital Financial reviewOn the back of Tencent’s and IFRS operating losses were higher at Monday 18 September 2017.The last dateecommerce’s contributions, group US$360m, mainly due to the effects of to trade cum dividend will be on Tuesdayrevenue, measured on an economic- currency weakness and higher content 12 September 2017 (shares therefore tointerest basis, grew 19% to US$14.6bn costs in the video-entertainment segment. trade ex dividend from Wednesday(or 29% measured in local currency and 13 September 2017). Share certificatesadjusted for acquisitions and disposals). The group’s share of equity-accounted may not be dematerialised orConsolidated revenue (thus excluding results increased 42% year on year to rematerialised between Wednesdayequity-accounted companies) increased US$1.8bn.This includes once-off gains 13 September 2017 and Friday3% (13%), mainly due to strong of US$381m and impairment losses of 15 September 2017, both dates inclusive.performances by the ecommerce US$268m recognised by associates and The dividend will be declared frombusinesses that grew 11% (32%). joint ventures.The contribution to core income reserves. It will be subject to theSignificant disposals during the year, headline earnings by associates and joint dividend tax rate of 20% (previously 15%),notably the Allegro business in Poland and ventures was up 50% to US$2.4bn after yielding a net dividend of 464 SA centsCzech ecommerce units Netretail and adjusting for these non-recurring items. per listed N ordinary share and 93 SAHeureka, reduced revenues. In addition, cents per unlisted A ordinary share tothe merger of the online travel business, Net interest expense on borrowings was those shareholders not exempt fromibibo, with MakeMyTrip in January 2017 down 17% to US$142m, due to lower paying dividend tax. Such dividend tax willresulted in the group’s travel investment utilisation of credit facilities and, to a lesser amount to 116 SA cents per listedno longer being consolidated. From the extent, cash retained from the US$3.2bn N ordinary share and 23 SA cents2018 financial year, the group will equity Allegro disposal. Consequently, the group per unlisted A ordinary share.The issuedaccount for its share of the results of had a net cash balance of US$1.1bn at ordinary share capital as at 23 June 2017MakeMyTrip, given its 40% shareholding year-end. was 438 265 253 N ordinary shares andin the merged business. 907 128 A ordinary shares.The company’s The combination of higher development income tax reference number isConsolidated development spend was spend and lower profit contribution from 9550138714.up 22% (13%) to US$861m as letgo, the video-entertainment business resultedShowmax and the travel business in consolidated free cash outflow of Significant acquisitionsaccelerated their growth.The total US$125m.These effects were partiallyaggregate development spend on these offset by higher dividend income from Details of significant acquisitions appearbusinesses was US$427m. Excluding Tencent and improved working capital. in the summarised consolidated annualthe stepped-up investment in these financial statements under “Businessbusinesses, development spend decreased Dividend combinations, other acquisitions andby 16% as several ecommerce businesses, The board recommends that the annual disposals” (page 57).including classifieds and the B2C gross dividend be increased by 12% tooperations, improved profitability. 580 SA cents (previously 520 SA cents) Summarised consolidated annual per listed N ordinary share, and 116 SA financial statementsGroup trading profit, measured on an cents (previously 104 SA cents) pereconomic-interest basis, rose 22% (37%) unlisted A ordinary share. If confirmed by The summarised consolidated annualto US$2.7bn.This was driven by strong shareholders at the annual general financial statements appear on pages 42growth from Tencent as well as meeting on Friday 25 August 2017, to 62 of this report.The completecontracting trading losses in the B2C dividends will be payable to shareholders consolidated annual financial statementsbusiness, offset by higher development recorded in the books on Friday for the year ended 31 March 2017 arespend and an operating loss from the 15 September 2017. It will be paid on on our website, www.naspers.com.sub-Saharan African video-entertainmentbusiness. 40Naspers Limited integrated annual report 2017

Five-year review 2017 2016 2015 2014 2013(2) US$’m US$’m US$’m US$’m US$’mIncome statement items, including equity-accounted 12 224 11 541 9 919 8 976investments on an economic-interest basis 2 246 1 901 1 536 1 675Revenue 14 562 16 723 12 936 12 213 11 180 2 746 10 654 6 903 6 477 6 047Trading profit 6 069 6 033 5 736 5 133Statement of financial position on a consolidated basis 961 953 781 503Total assets 21 930 298 255 216 259Total equity 15 361 520 470 425 385Total liabilities 6 569 417 575 403 576 395 078 385 064Other informationDevelopment spend(1) 1 084Core headline earnings per share (US cents) 406Dividend per N ordinary share (SA cents) (proposed) 580Weighted average number of N ordinary shares (’000) 431 207Notes(1) Including associates and joint ventures on a proportionate basis.(2) Translated from SA rand into US dollar at the average exchange rate for the relevant year. 41 Naspers Limited integrated annual report 2017

REVIEW OF OUR PERFORMANCE Summarised consolidated annual financial statements 43 44Contents 45 46Statement of responsibility by the board of directors 46Independent auditor’s report on the summarised consolidated financial statements 47Basis of presentation and accounting policies 48Segmental review 49Reconciliation of trading (loss)/profit to operating loss 50Summarised consolidated income statement 51Summarised consolidated statement of comprehensive income 52Summarised consolidated statement of changes in equity 53Summarised consolidated statement of financial position 56Summarised consolidated statement of cash flows 57Headline and core headline earnings 58Supplementary information 60 60 Disposal groups classified as held for sale 60 Business combinations, other acquisitions and disposals Financial instruments Related party transactions and balances Events after the reporting period Pro forma financial information 42Naspers Limited integrated annual report 2017

Review of our performanceagainst our six types of capital (continued)Statement of responsibility by the board of directorsfor the year ended 31 March 2017The summarised consolidated annual financial statements of the group are the responsibility of the directors of Naspers Limited.In discharging this responsibility they rely on the management of the group to prepare the consolidated annual financialstatements, separately available on www.naspers.com , in accordance with International Financial Reporting Standards (IFRS)and the Companies Act No 71 of 2008.The summarised consolidated annual financial statements include amounts based onjudgements and estimates made by management.The information given is comprehensive and presented in a responsible manner.The directors accept responsibility for the preparation, integrity and fair presentation of the summarised consolidated annualfinancial statements and are satisfied that the systems and internal financial controls implemented by management are effective.The directors believe that the company and group have adequate resources to continue operations as a going concern in theforeseeable future, based on forecasts and available cash resources.The summarised consolidated annual financial statementssupport the viability of the company and the group.The preparation of the financial results was supervised by the financialdirector, Basil Sgourdos CA(SA).The independent auditing firm PricewaterhouseCoopers Inc., which was given unrestricted access to all financial records andrelated data, including minutes of all meetings of shareholders, the board of directors and committees of the board, has auditedthe consolidated annual financial statements from which the summarised consolidated annual financial statements were derived.The directors believe that representations made to the independent auditor during their audit were valid and appropriate.PricewaterhouseCoopers Inc.’s audit report is presented on page 44.The summarised consolidated annual financial statements were approved by the board of directors on 23 June 2017 andare signed on its behalf by:Koos Bekker Bob van DijkChair Chief executive23 June 2017 43 Naspers Limited integrated annual report 2017

REVIEW OF OUR PERFORMANCEReview of our performanceagainst our six types of capital (continued)Independent auditor’s reporton the summary consolidated financial statementsto the shareholders of Naspers LimitedOpinionThe summary consolidated financial statements of Naspers Limited set out on pages 45 to 60 of the integrated annual report, whichcomprise the summary consolidated statement of financial position as at 31 March 2017, the summary consolidated income statement,and statements of comprehensive income, changes in equity and cash flows for the year then ended, and related notes, are derived fromthe audited consolidated financial statements of Naspers Limited for the year ended 31 March 2017.In our opinion, the accompanying summary consolidated financial statements are consistent, in all material respects, with the auditedconsolidated financial statements, in accordance with the JSE Limited’s (JSE) Listings Requirements for summary financial statements, asset out in “Basis of preparation and accounting policies” to the summary consolidated financial statements, and the requirements of theCompanies Act of South Africa as applicable to summary financial statements.Summary consolidated financial statementsThe summary consolidated financial statements do not contain all the disclosures required by International Financial Reporting Standardsand the requirements of the Companies Act of South Africa as applicable to annual financial statements. Reading the summaryconsolidated financial statements and the auditor’s report thereon, therefore, is not a substitute for reading the audited consolidatedfinancial statements and the auditor’s report thereon.The audited consolidated financial statements and our report thereonWe expressed an unmodified audit opinion on the audited consolidated financial statements in our report dated 23 June 2017.Thatreport also includes communication of key audit matters. Key audit matters are those matters that, in our professional judgement,were of most significance in our audit of the consolidated financial statements of the current period.Directors’ responsibility for the summary consolidated financial statementsThe directors are responsible for the preparation of the summary consolidated financial statements in accordance with therequirements of the JSE’s Requirements for summary financial statements, as set out in “Basis of preparation and accounting policies” tothe summary consolidated financial statements, and the requirements of the Companies Act of South Africa as applicable to summaryfinancial statements.Auditor’s responsibilityOur responsibility is to express an opinion on whether the summary consolidated financial statements are consistent, in all materialrespects, with the audited consolidated financial statements based on our procedures, which were conducted in accordance withInternational Standard on Auditing (ISA) 810 (Revised), Engagements to Report on Summary Financial Statements.PricewaterhouseCoopers Inc.Director: Brendan DeeganRegistered auditorCape Town23 June 2017 44Naspers Limited integrated annual report 2017

Review of our performanceagainst our six types of capital (continued)Basis of presentation and accounting policiesfor the year ended 31 March 2017The summarised consolidated financial results for the year ended 31 March 2017 are prepared in accordance with the JSELimited (JSE) Listings Requirements (the Listings Requirements) relevant to summarised financial statements and the provisionsof the Companies Act No 71 of 2008.The Listings Requirements require summary financial statements to be prepared inaccordance with the framework concepts, the measurement and recognition requirements of International Financial ReportingStandards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, and FinancialPronouncements as issued by the Financial Reporting Standards Council, and to also, as a minimum, contain the informationrequired by IAS 34 Interim Financial Reporting.The summarised consolidated financial results do not include all the disclosuresrequired for complete annual financial statements prepared in accordance with IFRS as issued by the International AccountingStandards Board (IASB).The accounting policies applied in the preparation of the consolidated annual financial statements fromwhich the summarised consolidated financial results were derived, are consistent with those applied in the previous consolidatedannual financial statements.The group has adopted all new and amended accounting pronouncements issued by the IASB that are effective for financialyears commencing 1 April 2016. None of the new or amended accounting pronouncements that are effective for the financialyear commencing 1 April 2016 had a material impact on the group.The group’s reportable segments reflect the components of the group, which are regularly reviewed by the chief executiveofficer and other senior executives who make strategic decisions.The group proportionately consolidates its share of the resultsof its associates and joint ventures in its reportable segments.Trading profit excludes amortisation of intangible assets (other than software), equity-settled share-based payment expensesrelating to transactions to be settled through the issuance of treasury shares, retention option expenses and other gains/losses,but includes the finance cost on transponder leases.Core headline earnings exclude once-off and non-operating items.We believe it is a useful measure of the group’s sustainableoperating performance. However, this is not a defined term under IFRS and may not be comparable with similarly titledmeasures reported by other companies. 45 Naspers Limited integrated annual report 2017

REVIEW OF OUR PERFORMANCEReview of our performanceagainst our six types of capital (continued)Segmental reviewfor the year ended 31 March Revenue EBITDA(1) Trading profit 31 March 31 March 31 March 2017 2016 % 2017 2016 % 2017 2016 % US$’m US$’m change US$’m US$’m change US$’m US$’m changeInternet 10 621 8 237 29 2 706 1 845 47 2 454 1 619 52– Ecommerce 2 929 2 647 11 (682) (648) (5) (731) (693) (5)– Tencent 7 506 5 417 39 3 312 2 415 37 3 125 2 246 39– Mail.ru 186 (3) (9) 173 8 76 78 60 66 (35) (53)Video entertainment 3 401 3 413 – 520 799 (23) 287 610 (34)Media 588 608 (3) 40 52 (17) 19 29 (17)Corporate services 2 1 100 (14) (12) (14) (12)Intersegmental (50) (35) (43) – – 21 – – 22Economic interest 14 562 12 224 19 3 252 2 684 2 746 2 246Less: Equity-accounted (8 464) (6 294) (34)investments (3 180) (2 261) (41) (2 960) (2 067) (43) 72 423 (83) (220)Consolidated 6 098 5 930 3 (214) 179Note(1) EBITDA refers to earnings before interest, taxation, depreciation and amortisation.Reconciliation of trading (loss)/profit to operating lossfor the year ended 31 MarchTrading (loss)/profit 2017 2016 US$’m US$’mFinance cost on transponder leasesAmortisation of other intangible assets (214) 179Other (losses)/gains – net 46 33Retention option expense (99) (68)Share-based incentives settled in treasury shares (57) (292) (1) (2)Operating loss (35) (27)Note (360) (177)For a reconciliation of operating loss to profit before taxation, refer to the summarised consolidated income statement. 46Naspers Limited integrated annual report 2017

Review of our performanceagainst our six types of capital (continued)Summarised consolidated income statementfor the year ended 31 MarchRevenue 2017 2016 %Cost of providing services and sale of goods US$’m US$’m changeSelling, general and administration expensesOther (losses)/gains – net 6 098 5 930 3Operating loss (3 574) (3 392)Interest received (2 827) (2 423) (>100)Interest paidOther finance (costs)/income – net (57) (292) 142Share of equity-accounted results 181Impairment of equity-accounted investments (360) (177)Dilution (losses)/gains on equity-accounted investments 70 40 41Gains on acquisitions and disposals 36Profit before taxation (278) (292) 37Taxation (259) (100) 10Profit for the year 1 829 1 289 7 7Attributable to: – (55) 185Equity holders of the group (119) 104 189Non-controlling interest 2 169 452Core headline earnings for the year (US$’m) 3 052 1 261Core headline earnings per N ordinary share (US cents) (244) (260)Fully diluted core headline earnings per N ordinary share (US cents)Headline earnings for the year (US$’m) 2 808 1 001Headline earnings per N ordinary share (US cents)Fully diluted headline earnings per N ordinary share (US cents) 2 921 994Earnings per N ordinary share (US cents) (113) 7Fully diluted earnings per N ordinary share (US cents)Net number of shares issued (’000) 2 808 1 001– At year-end– Weighted average for the year 1 752 1 246– Fully diluted weighted average 406 298 399 292 772 701 179 168 173 162 677 238 670 232 431 540 431 085 431 207 417 575 432 684 419 208 47 Naspers Limited integrated annual report 2017

REVIEW OF OUR PERFORMANCEReview of our performanceagainst our six types of capital (continued)Summarised consolidated statement of comprehensive incomefor the year ended 31 March 2017 2016 US$’m US$’mProfit for the year 2 808 1 001Total other comprehensive income, net of tax, for the year(1) 1 545 374 (309)Translation of foreign operations(2) 326 11Net fair value (losses)/gains (1) 42Cash flow hedges (85) 633Share of other comprehensive income and reserves of equity-accounted investments (3)Tax on other comprehensive income 1 293 12Total comprehensive income for the year 4 353 1 375Attributable to: 4 492 1 406 (139) (31)Equity holders of the groupNon-controlling interest 4 353 1 375Notes(1) T hese components of other comprehensive income may subsequently be reclassified to profit or loss except for gains of US$292m (2016: US$387m) included in the “Share of other comprehensive income and reserves of equity-accounted investments”.(2) T he movement on the foreign currency translation reserve for the year relates primarily to the effects of foreign exchange rate fluctuations related to the group’s net investments in its foreign operations. 48Naspers Limited integrated annual report 2017