Naspers IAR 2017_A4 size_Original files_HiRes

Remuneration report (continued)Outstanding awards not yet releasedOutstanding share awards not yet released, including those made within the financial year, are summarised in the table below: Naspers N options Appreciation rights Number of Fair value Number of Fair value options (US$’000) appreciation (US$’000) 715 969 34 027 rights 69 583 2 927Bob van Dijk 113 875 4 402 4 819 006 28 974Basil Sgourdos 206 175 1 286Mark Sorour 182 084 1 257Executive directors who retire and become non-executive directors are allowed to retain their share options/appreciation rightsunder the rules of the group’s share-based incentive schemes only if they serve on group boards.Full details of directors’ participation in the group’s share incentive schemes outstanding (not yet released) at 31 March 2017can be found in note 17: Related party transactions and balances on pages 72 to 74 of the consolidated annual financialstatements.Group share-based incentive to settle outstanding options under shareholders approved that up toschemes certain group share incentive schemes. 40 588 541 Naspers N ordinary shares The expected dilutive effect of these (some 10% of Naspers’s N ordinaryThe group’s share-based incentive treasury shares on the group’s earnings, share capital at 31 March 2010) mayschemes are set out in equity on a per-share basis, was 2 US cents be issued for the group’s share-basedcompensation benefits in the notes per N ordinary share (2016: 1 US cent). incentive schemes. During the financialto the annual financial statements year to 31 March 2017, 345 138 newon www.naspers.com. In accordance with schedule 14 of the N ordinary shares had been so issued, JSE Limited Listings Requirements and resulting in a total of 29% of theAt 31 March 2017 the group held the South African Companies Act, at the approved 40 588 541 Naspers N3 293 211 (2016: 3 393 909) Naspers annual general meeting in August 2011 ordinary share capital being used to date.N ordinary shares as treasury shares 99 Naspers Limited integrated annual report 2017

GOVERNANCERemuneration report (continued)Non-executive directorsNon-executive directors’ feesUsing the services of an external consultant, two points of reference are used to develop a proposal for non-executive directors’ feestructure:• board compensation of Naspers’s industry peers internationally, ie competitors in the same broad field and of relevant scale, and• average board compensation of the Top 10 JSE companies.Non-executive directors’ fees reflect a 5% year-on-year increase for FY18. This was approved by shareholders at the annual generalmeeting in August 2016.The proposal for FY19, details of which are included in the notice of the annual general meeting on page 114of this report, is an increase of up to 5% year on year. 31 March 2017 31 March 2018 US$ US$Board Chair 430 000 452 000Chair Member 172 000 180 800MemberDaily fees when travelling to and attending meetings outside home country Chair 3 500 3 500Committees MemberAudit committee 106 050 111 350 Chair 42 420 44 540Risk committee Member 63 000 66 150 25 200 26 460Human resources and remuneration committee Chair 74 550 78 250 Member 29 820 31 300Nomination committee 40 163 42 175 Chair 16 065 16 870Social and ethics committee Member 55 125 57 875 22 050 23 150OtherTrustee of group share schemes/other personnel funds R46 400 R48 720The non-executive chair does not receive additional remuneration for attending meetings, or being a member of or chairing anycommittee of the board, or attending Tencent board and committee meetings. 100Naspers Limited integrated annual report 2017

Remuneration report (continued)Non-executive directors’ fees (continued)Non-executive directors’ emoluments for the financial year to 31 March 2017 2017 2016 Directors’ fees Committee and Other fees(2) Directors’ fees(1) Committee and Other fees trustee fees trustee fees Paid Paid Paid Paid Paid Paid Paid Paid Paid Paid Paid Paid by by by by by by by by by by by byNon- com- sub- com- sub- com- sub- Total com- sub- com- sub- com- sub- Totalexecutive pany sidiary pany sidiary pany sidiary 2017 pany sidiary pany sidiary pany sidiary 2016directors US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000J P Bekker 504 20 – – – – 524 480 20 – – – – 500 – – – –––H J du Toit(1) –– –––––– – – – 50 267CL 246 –– 36 – 50 296 217 –– 35 – – 496Enenstein(2) 218 47 224 – – – 525 206 46 209 – –––D G Eriksson 232 –– 26 – – 232 – –– 9 – – 435G Liu(1) 218 61 180 – – – 485 206 59 161 – – – 227R C C Jafta 218 – 22 12 – 275 515 206 – 21 11 – – 244F L N Letele(2) 218 20 22 – – 272 192 20 21D Meyer – – – 50 281 14 15 – 185 493R Oliveira de 232 – – – 50 282 231 – –Lima(2) – – 187  503 234 35 24 – – – 276 – – – – 234S J Z Pacak(2) 246 31 25 – – – – 270TMF 242 – 46 88 – – 288 234 – 42 70 – 285 3 723Phaswana 221 –– – – 221 234 – –J D T StofbergB J van der 218 – 68 – – 286 206 – 64Ross 3 013 179 587 – 562 4 429 2 646 180 542Notes(1) Appointed 1 April 2016. Hendrik du Toit elected not to receive directors’ fees.(2) Compensation for assignments.General notesDirectors’ fees include fees for services as directors, where appropriate, of Media24 Holdings Proprietary Limited, MultiChoice South Africa Holdings Proprietary Limited andNMS Insurance Services Limited. An additional fee may be paid to directors for work done as directors with specific expertise.Committee fees include fees for attending meetings of the audit committee, risk committee, human resources and remuneration committee, nomination committee, and socialand ethics committee. Committee and trustee fees include, where appropriate, fees to be considered by shareholders at the annual general meeting on 25 August 2017 forservices as trustees of the group share-based schemes.Non-executive directors are subject to regulations on appointment and rotation in terms of the company’s memorandum of incorporation and the South African Companies Act. 101 Naspers Limited integrated annual report 2017

GOVERNANCERemuneration report (continued)Directors’ interest in Naspers sharesThe directors of Naspers have the following interests in Naspers A ordinary shares on 31 March 2017: 31 March 2017 31 March 2016 Naspers A ordinary shares Naspers A ordinary shares Beneficial BeneficialName Direct Indirect Total Direct Indirect TotalJ D T Stofberg – 166 166 – 166 166General noteKoos Bekker and Cobus Stofberg each have an indirect 25% interest in Wheatfields 221 Proprietary Limited, which controls 168 605 Naspers Beleggings (RF) Beperk ordinary shares,16 860 500 Keeromstraat 30 Beleggings (RF) Beperk ordinary shares and 169 865 Naspers A ordinary shares. No other director of Naspers had any direct interest in Naspers Aordinary shares at 31 March 2017 or 31 March 2016.The directors of Naspers (and their associates) had the following interests in Naspers N ordinary shares as at 31 March: 31 March 2017 31 March 2016 Naspers N ordinary shares Naspers N ordinary shares Beneficial BeneficialName Direct Indirect Total Direct Indirect TotalJ P Bekker – 4 688 691 4 688 691 – 4 688 691 4 688 691H J du Toit(1) – – – – – –C L Enenstein – – – – – –D G Eriksson – – – – – –R C C Jafta – – – – – –G Liu(1) – – – – – –F L N Letele 737 – 737 –D Meyer – – 737 – – 737R Oliveira de Lima – – – – – –S J Z Pacak(2)(4) 612 635 – 646 510 –T M F Phaswana – 237 548 – 252 548V Sgourdos(4) – 3 530 850 183 – 3 530 899 058M R Sorour(3)(4) 1 262 59 277 3 530 900 31 952 3 530J D T Stofberg 159 831 23 680 59 277 159 831 11 128 31 952B J van der Ross – 24 942 – 12 028B van Dijk(4) – 291 888 – 291 888 400 451 719 400 451 719 400 – 400 284 031 – 284 031 774 465 5 589 045 6 363 510 807 978 5 280 137 6 088 115Notes(1) Appointed 1 April 2016.(2) O n 12 July 2016 Steve Pacak sold 24 000 Naspers N ordinary shares at a market price of R2 200.00 per share in the MIH Services fz llc Share Trust (formerly MIH (Mauritius) Limited share trust). On 15 December 2016 Steve sold 27 875 Naspers N ordinary shares at average market prices ranging between R1 985.00 and R1 995.00 per share in the MIH Services fz llc Share Trust (formerly MIH (Mauritius) Limited share trust). On 15 December 2016, 32 125 Naspers N ordinary shares were delivered to Steve upon payment of the amount of R5 621 875.00 to the MIH Services fz llc Share Trust (formerly MIH (Mauritius) Limited share trust). On 30 November 2016 Steve’s family trust sold 2 000 Naspers N ordinary shares at average market prices ranging between R2 095.01 and R2 086.00 per share. Furthermore, on 1 December 2016 the family trust sold 5 500 Naspers N ordinary shares at average market prices ranging between R2 056.50 and R2 039.51 per share.(3) On 23 February 2017 Mark Sorour sold 40 795 Naspers N ordinary shares at average market prices ranging between R2 190.00 and R2 193.65 per share in the MIH Holdings Share Trust. On 30 December 2016 Mark’s spouse purchased 245 Naspers N ordinary shares at an average market price of R2 017.99 per share. On 8 March 2017 Mark’s spouse purchased 117 Naspers N ordinary shares at an average market price of R2 142.99 per share. Mark’s beneficial interest was reduced following the sale of 8 134 N ordinary Naspers shares by his investment manager on 14 August 2015 at average market prices ranging between R1 718.00 and R1 755.00 per share.The 2016 comparative figures have been adjusted to reflect this transaction.(4) Includes Naspers N ordinary shares that have been released in terms of the MIH Services fz llc Share Trust (formerly the MIH (Mauritius) Limited share trust) and the MIH Holdings Share Trust.On 21 April 2017 Emilie Choi was appointed an independent non-executive director. Emilie holds no Naspers A or N ordinaryshares. There have been no further changes to the directors’ interests in the table above between the end of the financial year and23 June 2017. 102Naspers Limited integrated annual report 2017

Remuneration report (continued)Annexure ALong-term incentivesAwards released during the period 1 April 2016 to 31 March 2017Name Incentive scheme Offer date Release Number Purchase Value ofM R Sorour(2) MIH Holdings Share Incentive 19/09/2011 date of ARs price option(1) Scheme (Naspers shares) 11 128 19/09/2016 R350.00 R175.85 MIH Holdings Share Incentive 02/07/2012 02/07/2016 18 539 R436.83 R176.49 Scheme (Naspers shares) R276.34 MIH Holdings Share Incentive 11/07/2013 11/07/2016 13 680 R770.00 Scheme (Naspers shares) R483.39 MIH Holdings Share Incentive 28/03/2014 28/03/2017 10 000 R1 155.00 US$21.20 Scheme (Naspers shares) US$19.81 US$4.48 Flipkart Limited SAR 10/09/2014 10/09/2016 617 US$63.64 US$4.99 11/09/2016 942 US$63.64 US$10.43 Flipkart Limited SAR 11/09/2015 12/09/2016 13 493 US$15.58 US$0.44 17/09/2016 8 606 US$18.59 US$2.37 Naspers Global Ecommerce SAR 12/09/2014 17/01/2017 8 000 US$42.95 US$2.67 10/09/2016 344 US$1.45 US$7.87 Naspers Global Ecommerce SAR 17/09/2015 17/09/2016 1 497 US$6.68 US$3.80 11/09/2016 1 166 US$8.57 US$41.90 MIH China/MIH TC 2008 SAR 17/01/2014 18/09/2016 2 222 US$18.00 11/09/2016 583 US$17.15 SimilarWeb Limited SAR 10/09/2014 11/09/2016 1 094 R111.04 SimilarWeb Limited SAR 17/09/2015 Konga SAR 11/09/2015 Showmax SAR 18/09/2015 Souq SAR 11/09/2015 Takealot SAR 11/09/2015 103 Naspers Limited integrated annual report 2017

GOVERNANCERemuneration report (continued)Name Incentive scheme Offer date Release Number Purchase Value ofV Sgourdos MIH Services fz llc Share Trust 19/09/2011 date of ARs price option(1) (formerly MIH (Mauritius) share 7 082 incentive scheme) (Naspers 19/09/2016 R350.00 R171.45 shares) MIH Services fz llc Share Trust 02/07/2012 02/07/2016 11 123 R436.83 R169.68 (formerly MIH (Mauritius) share incentive scheme) (Naspers shares) MIH Services fz llc Share Trust 11/07/2013 11/07/2016 9 120 R770.00 R289.65 (formerly MIH (Mauritius) share incentive scheme) (Naspers shares) Naspers Global Ecommerce SAR 17/09/2015 17/09/2016 9 682 US$18.59 US$4.99 Showmax SAR 18/09/2015 18/09/2016 1 111 US$18.00 US$7.87B van Dijk MIH Services fz llc Share Trust 11/07/2013 11/07/2016 6 698 R770.00 R289.65 (formerly MIH (Mauritius) share incentive scheme) (Naspers shares) MIH Services fz llc Share Trust 28/03/2014 28/03/2017 277 333 R1 155.00 R503.76 (formerly MIH (Mauritius) share incentive scheme) (Naspers shares) Flipkart Limited SAR 10/09/2014 10/09/2016 73 170 US$63.64 US$21.20 Naspers Global Ecommerce SAR 12/09/2014 12/09/2016 1 493 226 US$15.58 US$4.48 SimilarWeb Limited SAR 10/09/2014 10/09/2016 39 937 US$1.45 US$0.44Notes(1) The value of the option represents the fair value on grant date in accordance with IFRS.(2) On 23 February 2017 Mark Sorour sold 40 795 Naspers N ordinary shares at average market prices ranging between R2 190. 00 and R2 193.65 per share in the MIH Holdings Share Trust. 104Naspers Limited integrated annual report 2017

Nomination committee reportfor the year ended 31 March 2017This is the report of the nomination Members of the committee and the meetings by invitation.Thecommittee for the financial year ended attendance at meetings committee held five meetings during31 March 2017. the past financial year. The committee comprises a minimumThe committee has a charter approved of three non-executive directors, the The names of the members who wereby the board. majority of whom are independent.The in office during the financial year and chair of the committee is the chair of the details of the committee meetings the board.The chief executive, financial attended by each of the members are: director, and chief people officer attendName of committee member Five meetings were Category held during the year.Koos Bekker Non-executiveRachel Jafta Attendance: Independent non-executiveFred Phaswana Independent non-executive 5Cobus Stofberg(1) 5 (lead independent) 5 Non-executiveNote(1) Alternate. 4Purpose targets have been set in terms of Conclusion race or gender.The diversity policyThe key responsibilities of the was approved by the board in Following the review by the committeecommittee include, but are not limited November 2016. Following the for the year ended 31 March 2017, theto, assisting the board to determine approval by the board of the diversity committee is of the view that, in alland regularly review the size, structure, policy, the recommendation of the material respects, the committee hascomposition and effectiveness of the appointment of an independent fulfilled its remit for the financial year.board and its committees in the non-executive director, Emilie Choi,context of the company’s strategy. to the board (effective 21 April Koos Bekker 2017) and to the risk committee Chair: Nomination committeeDuties carried out was considered and recommended to the board.The appointment was 23 June 2017The duties completed by the approved by the board.committee this financial year haveincluded: • The review and recommendation• Assessment of the composition of the audit committee members to the annual general meeting for of the board to execute its duties shareholder approval. effectively. • The effectiveness of the board, its• Developing a diversity policy at board members and the committees is level that encompasses aspects of assessed through a board evaluation diversity, including, but not limited process. to, making good use of differences in the skills, geographical and industry • A formal succession plan is experience, background, race, gender and other distinctions between developed for the chief executive members of the board. No specific officer and senior management. 105 Naspers Limited integrated annual report 2017

GOVERNANCESocial and ethics committee reportfor the year ended 31 March 2017The purpose of this report is to outline Members of the committee and of the board, general manager: finance,how the social and ethics committee has attendance at meetings head of risk management support anddischarged its responsibilities as set out internal audit, and group general counselin section 72 of the South African The social and ethics committee attend the meetings by invitation.Companies Act No 71 of 2008, as comprises non-executive and executiveamended (the Act), and regulation 43 of directors, and certain key members of The names of the members who werethe Companies Regulations 2011 (the management.This committee met three in office during the financial year andregulation), issued in terms of the Act. times during the financial year.The the details of the committee meetings company secretary also acts as the attended by each of the members are: secretary of the committee.The chairName of committee member Three meetings were Category held during the year. Independent non-executive Attendance: Independent non-executiveDon Eriksson 3 Executive Independent non-executiveRachel Jafta 3 ExecutiveNolo Letele(1) 3 Executive ExecutiveDebra Meyer 3Basil Sgourdos 3Bob van Dijk 3Esmaré Weideman 3Note(1) Appointed on 22 March 2017 as acting chief executive of the MultiChoice South Africa group.Responsibilities – Employment Equity Act, and • Consumer relationships, including the – Broad-based Black EconomicThe committee’s responsibilities cover the company’s advertising, public relationsgroup’s South African operations: Naspers, Empowerment Act.MultiChoice, Media24 and MIH and compliance with consumere-commerce Holdings. Its mandate, set • Corporate citizenship, including theout in its charter, is aligned with the protection laws.committee’s statutory responsibilities as company’s:set out in the regulation.The committee – promotion of equality, prevention • Labour and employment, including:monitors: of unfair discrimination, and reduction – the company’s standing in terms of• Social and economic development, of corruption – contribution to development of the the International Labour Organization including the company’s status against communities in which its activities are the goals and purposes of the: predominantly conducted or within Protocol (ILO) on decent work – 10 principles in the United Nations which its products or services are predominantly marketed, and and working conditions, and Global Compact – record of sponsorship, donations – Organisation for Economic and charitable giving. – the company’s employment Co-operation and Development • Environmental, health and public safety relationships and its contribution (OECD) recommendations on corruption matters, including the impact of the toward the educational development company’s activities and of its products or services. of its employees. • Matters within its mandate to be brought to the attention of the board as the occasion requires. • Matters within its mandate to be reported to shareholders. 106Naspers Limited integrated annual report 2017

Social and ethics committee reportfor the year ended 31 March 2017(continued)Discharge of responsibilities • Overlap of responsibilities with other The committee recognises that the areas within its mandate are evolvingThe committee reviewed: board committees and how they and that management’s responses have been discharged. too will adapt to changes in the• Employment equity plans for its environmental, social and governance • A register that addresses our social agenda. South African businesses. impact and business ethics and the The committee determined that,• Performance in regard to BEE as statutory responsibilities of the during the financial year under review, committee associated with the South it had discharged its legal and other measured against the Department of African companies, including responsibilities as outlined in terms of combined assurance responses. its remit, details of which are included Trade and Industry’s generic BBBEE in the full corporate governance report Conclusion on www.naspers.com. The board scorecard. concurred with this assessment. The committee is of the view that the• Skills and other development group takes its environmental, social and Don Eriksson governance responsibilities seriously. Chair: Social and ethics committee programmes aimed at the Appropriate policies, plans and programmes are in place to contribute 23 June 2017 educational development of its to social and economic development, good corporate citizenship, employees. environmental responsibility, fair labour practices and good consumer relations.• Employment philosophy and how it is No substantive non-compliance with founded on promoting equality and legislation and regulation, or non- adherence with codes of best practice, preventing unfair discrimination. relevant to the areas within the committee’s mandate, has been brought• Labour practices and policies, and to its attention. Based on its monitoring activities to date, the committee has how these compare to the ILO no reason to believe that any such non-compliance or non-adherence protocol on decent working has occurred. conditions.• Corporate social investment programmes, including details of donations and charitable giving.• The progress of the South African businesses in addressing the principles of the UN Global Compact and OECD.• Consumer relationships, including the company’s advertising, public relations, and compliance with consumer protection laws. 107 Naspers Limited integrated annual report 2017

GOVERNANCEAudit committee reportfor the year ended 31 March 2017The audit committee submits this report, – dealt with concerns or complaints on • Approved audit fees and engagementas required by section 94 of the SouthAfrican Companies Act 71 of 2008 accounting policies, internal audit, the terms of the external auditor.(the Act). auditing or content of annual financial • Determined the nature and extentFunctions of the audit committee statements, and internal financial of allowable non-audit services andThe committee has adopted formal terms approved contract terms for non-auditof reference, delegated by the board of controls, and services by the external auditor.directors, as set out in its charter. It hasdischarged the functions in terms of its – reviewed legal matters that could • Reviewed the JSE’s report on thecharter and the Act as follows: have an impact on the organisation’s proactive monitoring of financial• Reviewed the interim, provisional, statements. financial statements. annual financial statements and Members of the audit committee integrated annual report, culminating • Reviewed external audit reports on and attendance at meetings in a recommendation to the board to adopt them. In the course of its review, the consolidated and separate annual The audit committee consists of the the committee: independent non-executive directors and financial statements. meets at least three times per year in – took appropriate steps to ensure the accordance with its charter.All members act • Reviewed the board-approved internal independently as described in section 94 of financial statements were prepared the Act. During the year under review four in accordance with International audit charter. meetings were held.The internal and Financial Reporting Standards (IFRS) external auditors, in their capacity as auditors and in the manner required by the • Reviewed and approved the internal to the group, attended and reported at all Act meetings of the audit committee.The group and external audit plans. risk management function was also – considered and, when appropriate, represented.The chair of the board, chief • Reviewed internal audit and risk executive, financial director, general manager: made recommendations on internal finance, group general counsel and one of financial controls management reports and, where the non-executive directors attend the meetings by invitation. relevant, made recommendations to the board. • Evaluated the effectiveness of risk management, controls and governance processes. • Verified the independence of the external auditor, nominated PricewaterhouseCoopers Inc. as auditor for 2017 and noted the appointment of Brendan Deegan as the designated auditor.The names of the members who were in office during the financial year and the details of the audit committee meetings attendedby each of the members are:Name of committee member Qualifications Four meetings were Category held during the year. Attendance:Don Eriksson CTA (Wits) and CA(SA) 4 Independent non-executiveRachel JaftaBen van der Ross MEcon and PhD (SU) 4 Independent non-executive Dip Law (UCT) 4 Independent non-executive 108Naspers Limited integrated annual report 2017

Audit committee report (continued)for the year ended 31 March 2017The board and the nomination Confidential meetings In addition, the committee satisfied itselfcommittee unanimously recommend that the composition, experience andto shareholders at the annual general Audit committee agendas provide skills set of the finance function met themeeting that the current committee for confidential meetings between group’s requirements.members be re-elected. All audit committee members and the internalcommittee members served on the and external auditors. Discharge of responsibilitiescommittee for the full financial year. Independence of the The committee determined that, duringInternal audit external auditor the financial year under review, it had discharged its legal and otherThe audit committee has oversight During the year the audit responsibilities as outlined in terms ofof the group’s financial statements and committee reviewed a representation its remit, details of which are included inreporting process, including the system by the external auditor and, after the full corporate governance reportof internal financial control. It is conducting its own review, confirmed on www.naspers.com. The boardresponsible for ensuring that the group’s the independence of the auditor. concurred with this assessment.internal audit function is independentand has the necessary resources, Expertise and experience of Don Erikssonstanding and authority in the the financial director and the Chair: Audit committeeorganisation to discharge its duties. finance functionThe committee oversees cooperation 23 June 2017between internal and external auditors, As required by the JSE Listingsand serves as a link between the board Requirement 3.84(h), the auditof directors and these functions.The committee has satisfied itself that thehead of internal audit reports financial director has appropriatefunctionally to the chair of the expertise and experience.committee and administratively tothe financial director. 109 Naspers Limited integrated annual report 2017

GOVERNANCERisk committee reportfor the year ended 31 March 2017This is the report of the risk committee • Monitoring implementation of the risk Members of the risk committeefor the financial year ended 31 March and attendance at meetings2017. The committee’s purpose is to management policy and plan.assist the board to discharge its The committee is appointed by theresponsibilities with regard to the • Making recommendations to the board board. During the financial year, the riskgovernance of risk through formal committee consisted of threeprocesses, including an enterprise-wide concerning risk indicators, levels of risk independent non-executive directors, onerisk management process and system. tolerance and appetite. non-executive director, as well as the chief executive and financial director, and meetsPurpose • Monitoring that risks are reviewed by at least three times per year in accordance with its charter.The chair of the board,We have integrated King III management and ensuring that risk general manager: finance, group generalrecommendations, and these along with management assessments are counsel and the head of risk managementidentified group requirements make up the performed regularly by management. support and internal audit attend theoverall function of the committee, being: meetings by invitation. During the year Further detail is included in the full under review four meetings were held.• Reviewing and approving the risk corporate governance report on www.naspers.com. management policy and plan developed by management.The names of the members who were in office during the financial year and the details of the risk committee meetings attended byeach of the members are:Name of committee member Four meetings were held during Category the year. Attendance:Don Eriksson 4 Independent non-executiveRachel Jafta 4 Independent non-executiveSteve Pacak 4 Non-executiveBasil Sgourdos 4 ExecutiveBen van der Ross 4 Independent non-executiveBob van Dijk 4 ExecutiveSubsequent to the year-end, Emilie Choi independent advice and to act as an Discharge of responsibilitieswas appointed as a new member of the independent guardian to the riskrisk committee on 21 April 2017. All risk committee on PayU-related matters. The committee determined that, duringcommittee members served on the PayU risk advisory committee comprises the financial year under review, it hadcommittee for the full financial year. four executive members and three (or discharged its responsibilities as outlined more) non-executive members.These in terms of its remit, details of which areKey areas of focus committees report to the Naspers included in the full corporate governance risk committee. report on www.naspers.com. TheThe committee assists the board in board concurred with this assessment.recognising all material risks to which An ongoing enterprise-wide riskthe group is exposed and ensuring that assessment process supports the group. The committee has presented the riskthe culture, policies and systems are This ensures risks are adequately summary within the integrated annualimplemented and functioning effectively. identified, evaluated and managed at the report on page 26.Management is accountable to the board appropriate level in each business, andfor implementing and monitoring the that their individual and joint impact on Don Erikssonprocesses of risk management and the Naspers group is considered. Internal Chair: Risk committeeintegrating this into day-to-day activities. audit assists in evaluating the effectivenessRisk committees are established at of the risk management process and 23 June 2017MultiChoice and Media24. During comments on this in its own assessmentthe financial year, a PayU risk advisory repor t.committee was established by therisk committee to ensure that PayUmanagement receives external 110Naspers Limited integrated annual report 2017

Shareholder andcorporateinformation 111 Naspers Limited integrated annual report 2017

SHAREHOLDER AND CORPORATE INFORMATIONAdministration and corporate informationCompany secretary Transfer secretaries SponsorGillian Kisbey-Green Link Market Services South Africa Investec Bank LimitedMultiChoice City Proprietary Limited (Registration number: 1969/004763/06)144 Bram Fischer Drive (Registration number: 2000/007239/07) PO Box 785700, Sandton 2146Randburg 2194 PO Box 4844 South AfricaSouth Africa Johannesburg 2000 Tel: +27 (0)11 286 [email protected] South Africa Fax: +27 (0)11 286 9986 Tel: +27 (0)11 630 0800Registered office Fax: +27 (0)11 834 4398 Attorneys  40 Heerengracht Werksmans Inc.Cape Town 8001 ADR programme PO Box 1474South Africa Cape Town 8000PO Box 2271 Bank of New York Mellon maintains South AfricaCape Town 8000 a Global BuyDIRECTSM plan for NaspersSouth Africa Limited. Webber Wentzel (in allianceTel: +27 (0)21 406 2121 For additional information, visit Bank with Linklaters)Fax: +27 (0)21 406 3753 of New York Mellon’s website at PO Box 61771 www.globalbuydirect.com or call MarshalltownRegistration number Shareholder Relations at 1-888-BNY- Johannesburg 2107 ADRS or 1-800-345-1612 or write to: South Africa1925/001431/06 Bank of New York MellonIncorporated in South Africa Shareholder Relations Department – Investor relations Global BuyDIRECTSMAuditor Church Street Station Meloy Horn PO Box 11258, New York, [email protected] Inc. NY 10286-1258 Tel: +27 (0)11 289 3320 USA Fax: +27 (0)11 289 3026 112Naspers Limited integrated annual report 2017

Analysis of N ordinary shareholders at 31 March 2017Analysis of N ordinary shareholders Number of shareholders Number of N ordinary shares ownedSize of holdings 51 868 1 861 101 24 422 7 687 3081 – 100 shares 3 316 7 115 271101 – 1 000 shares 4 660 3091 001 – 5 000 shares 633 416 941 2645 001 – 10 000 shares 1 490 438 265 253More than 10 000 shares 81 729The following shareholders hold 5% and more of the N ordinary issued share capital of the company:Name % of N ordinary shares held Number of N ordinary shares ownedPublic Investment Corporation of South Africa 13.97 61 210 487Public shareholder spread (N ordinary shares)To the best knowledge of the directors, the spread of public shareholders in terms of section 4.25 of the JSE Limited ListingsRequirements at 31 March 2017 was 97.03%, represented by 81 718 shareholders holding 425 224 456 N ordinary shares inthe company.The non-public shareholders of the company comprising 11 shareholders representing 13 040 797 N ordinaryshares are analysed as follows:Category Number of N ordinary shares % of N ordinary issued share capitalNaspers share-based incentive schemes 3 293 211 0.75Directors 6 315 260 1.44Group companies 3 432 326 0.78  AugustShareholders’ diary November JuneAnnual general meeting JulyReports August  Interim for half-year to September September  Announcement of annual results  Annual financial statements MarchDividend Declaration PaymentFinancial year-end 113 Naspers Limited integrated annual report 2017

SHAREHOLDER AND CORPORATE INFORMATIONNotice of annual general meetingNotice is hereby given in terms of A form of proxy, which includes the you hold Naspers A ordinary shares, thethe Companies Act No 71 of 2008, as relevant instructions for its completion, is signed proxy must reach the registeredamended (the Act), that the 103rd annual attached for the use of holders of office of the company by no later thangeneral meeting of Naspers Limited (the certificated shares and ’own name’ 11:15 on Wednesday 23 August 2017 tocompany or Naspers) will be held on the dematerialised shareholders who wish to allow for processing of such proxy. A form17th floor of the Media24 Centre, be represented at the annual general of proxy is enclosed with this notice.The40 Heerengracht in Cape Town, South meeting. Completion of a form of proxy form of proxy may also be obtained fromAfrica on Friday 25 August 2017 at 11:15. will not preclude such a shareholder from the registered office of the company. All attending and voting (in preference to that other proxies must be handed toRecord date, attendance shareholder’s proxy) at the annual general the company secretary prior to theand voting meeting. commencement of the meeting.The record date for the meeting (being Holders of dematerialised shares, other Purpose of meetingthe date used for the purpose of than ’own name’ dematerialiseddetermining which shareholders are shareholders, who wish to vote at the The purpose of the meeting is: (i) toentitled to participate in and vote at the annual general meeting, must instruct their present the directors’ report and themeeting) is 11 August 2017. central securities depository participant audited annual financial statements of the (CSDP) or broker accordingly in the company for the immediate precedingVotes at the annual general meeting will manner and cut-off time stipulated by financial year, an audit committee reportbe taken by way of a poll and not on a their CSDP or broker. and the social and ethics committeeshow of hands. report; (ii) to consider and, if approved, to Holders of dematerialised shares, other adopt with or without amendment, theA shareholder entitled to attend and vote than ’own name’ dematerialised resolutions set out below; and (iii)at the meeting is entitled to appoint a shareholders, who wish to attend the to consider any matters raised by theproxy to attend, participate in and vote at annual general meeting in person, need to shareholders of the company, with orthe meeting in the place of the arrange the necessary authorisation as without advance notice to the company.shareholder. A proxy need not be a soon as possible through their CSDP orshareholder of the company. broker. Electronic participationBefore any person may attend or A shareholder may appoint a proxy at any Shareholders entitled to attend and voteparticipate in a shareholders’ meeting, that time. For practical purposes, the form at the meeting or proxies of suchperson must present reasonably appointing a proxy and the authority shareholders shall be entitled tosatisfactory identification and the person (if any) under which it is signed, must participate in the meeting (but not vote)presiding at the meeting must be reach the transfer secretaries of the by electronic communication. Should areasonably satisfied that the right of that company (Link Market Services South shareholder wish to participate in theperson to participate and vote, either as a Africa Proprietary Limited, 13th floor, meeting by electronic communication, theshareholder, or as a proxy for a Rennie House, 19 Ameshoff Street, shareholder concerned should advise theshareholder, has been reasonably verified. Braamfontein 2001 or PO Box 4844, company thereof by no later thanForms of identification include valid Johannesburg 2000) by no later than 09:00 on Friday 18 August 2017 byidentity documents, driver’s licences and 11:15 on Wednesday 23 August 2017 to submitting via registered mail addressedpasspor ts. allow for processing of such proxy. Should to the company (for the attention of Mrs Gillian Kisbey-Green) relevant contact details, as well as full details of the 114Naspers Limited integrated annual report 2017

Notice of annual general meeting (continued)shareholder’s title to securities issued by 1. To consider and accept the financial 4. To approve the appointment ofthe company and proof of identity, in statements of the company and the Ms E M Choi as non-executivethe form of certified copies of identity group for the twelve (12) months director with effect fromdocuments and share certificates ended 31 March 2017 and the 21 April 2017. Her abridged(in the case of materialised shares) and reports of the directors, the auditor curriculum vitae appears on(in the case of dematerialised shares) and the audit committee.The page 37 of this report and onwritten confirmation from the summarised form of the financial the corporate website onshareholder’s CSDP, confirming the statements is attached to this www.naspers.com.The boardshareholder’s title to the dematerialised notice. unanimously recommends theshares. Upon receipt of the required approval of the appointment ofinformation, the shareholder concerned A copy of the complete annual the director in question.will be provided with a secure code and financial statements of the companyinstructions to access the electronic for the financial year ended 5. To elect Messrs J P Bekker,communication during the annual 31 March 2017 can be obtained S J Z Pacak,T M F Phaswana,general meeting. Shareholders must from www.naspers.com or on B J van der Ross and Profnote that access to the electronic request during normal business R C C Jafta, who retire by rotationcommunication will be at the expense hours at Naspers’s registered and, being eligible, offer themselvesof the shareholders who wish to utilise address, 40 Heerengracht, Cape for re-election as directors of thethe facility. Town 8000 (contact person Ms company.Their abridged curricula Yasmin Abrahams) and in vitae appear on pages 36 and 37Integrated annual report Johannesburg at MultiChoice City, of this report and on the corporate 144 Bram Fischer Drive, Randburg website on www.naspers.com.The integrated annual report of the 2194 (contact person Mrs Tonicompany for the year ended 31 March Lutz). The board unanimously2017 is available on www.naspers.com recommends that the re-electionor on request during normal business 2. To confirm and approve payment of directors in terms of resolutionhours at Naspers’s registered address, of dividends in relation to the number 5 be approved by the40 Heerengracht, Cape Town 8000 N ordinary and A ordinary shares shareholders of the company.(contact person Ms Yasmin Abrahams) of the company as authorised byand in Johannesburg at MultiChoice the board, after having applied the The appointment of the director inCity, 144 Bram Fischer Drive, Randburg solvency and liquidity tests ordinary resolution number 4 and the2194 (contact person Mrs Toni Lutz). contemplated in the Act. re-election of directors in ordinary resolution number 5 will be conductedOrdinary resolutions 3. To reappoint, on the as a series of votes, each being for the recommendation of the company’s candidacy of a single individual to fillIn order for the ordinary resolutions audit committee, the firm a single vacancy, and in each vote to fillbelow to be adopted, the support PricewaterhouseCoopers Inc. as a vacancy, each voting right entitled toof a majority of votes exercised by independent registered auditor be exercised, may be exercised once.shareholders present or represented by of the company (noting thatproxy at this meeting is required. Mr B Deegan is the individual 6. To appoint the audit committeeOrdinary resolutions numbers 9 and 10 registered auditor of that firm who members as required in terms ofrequire the support of at least 75% of will undertake the audit) for the the Act and as recommended bythe total number of votes exercised by period until the next annual general the King Code of Corporatethe shareholders present or meeting of the company. Governance for South Africa 2009represented by proxy at this meeting. (King III) (chapter 3). 115 Naspers Limited integrated annual report 2017

SHAREHOLDER AND CORPORATE INFORMATIONNotice of annual general meeting (continued) The board and the nomination 8. To place the authorised but unissued • That a paid press announcement committee are satisfied that the share capital of the company under company’s audit committee members the control of the directors and to giving full details, including the are suitably skilled and experienced grant, until the conclusion of the next intended use of the funds, will be independent non-executive directors. annual general meeting of the published at the time of any issue Collectively, they have sufficient company, an unconditional authority to representing, on a cumulative basis qualifications and experience to fulfil the directors to allot and issue at their within one year, 5% or more of the their duties, as contemplated in discretion (but subject to the number of shares of that class in regulation 42 of the Companies provisions of the Act, plus the JSE issue prior to the issue. Regulations 2011.They have a Limited’s stock exchange (JSE) Listings comprehensive understanding of Requirements and the rules of any • The aggregate issue of any particular financial reporting, internal financial other exchange on which the shares controls, risk management and of the company may be quoted or class of shares in any financial year governance processes within the listed from time to time, plus the will not exceed 5% (21 913 262) of company, as well as International memorandum of incorporation of the the issued number of that class of Financial Reporting Standards (IFRS) company), the unissued shares of the shares (including securities that are and other regulations and guidelines company, on such terms and compulsorily convertible into shares applicable to the company.They keep conditions and to such persons, of that class). up to date with developments whether they be shareholders or not, affecting their required skills set. as the directors in their discretion • That in determining the price at deem fit. The board and the nomination which an issue of shares will be committee therefore unanimously 9. Subject to a minimum of 75% of the made in terms of this authority, the recommend Messrs D G Eriksson and votes of shareholders of the company discount at which the shares may be B J van der Ross, and Prof R C C Jafta present in person or by proxy at the issued, may not exceed 10% of the for election to the audit committee. annual general meeting and entitled to weighted average traded price of Their abridged curricula vitae appear vote, voting in favour thereof, the the shares in question, as on pages 36 and 37 of this report directors be authorised and are determined over the thirty (30) and on the corporate website on hereby authorised to issue unissued business days prior to the date that www.naspers.com.The appointment shares of a class of shares already in the price of the issue is determined. of the members of the audit issue in the capital of the company for committee will be conducted by way cash as and when the opportunity • That the shares will only be issued of a separate vote in respect of each arises, subject to the requirements of individual. the JSE, including the following: to ‘public shareholders’ as defined in the JSE Listings Requirements and7. To endorse the company’s • This authority shall not endure not to related parties. remuneration policy, as set out in the remuneration report in the integrated beyond the earlier of the next 10. To approve amendments to the annual report by way of a non-binding annual general meeting of the Naspers share incentive trust deed, advisory vote. company or beyond fifteen the MIH Services fz llc Share Trust (15) months from the date of this deed (formerly the MIH (Mauritius) meeting. Limited share trust deed) and the MIH Holdings Share Trust deed (collectively the trust deeds) and the share schemes envisaged by such trust deeds (collectively, the schemes). 116Naspers Limited integrated annual report 2017

Notice of annual general meeting (continued)Resolved that the amendments to each In each of the trust deeds, the vesting of Furthermore, in each of the trust deeds,of the trust deeds and the share awards is currently accelerated where a awards currently vest over a five-yearschemes envisaged by such trust deeds participant ceases employment due to period with vesting running from yearsbe and are hereby approved in the death, ill health, permanent disability, three to five of the vesting period.Toform of each amended trust deed, as retirement or retrenchment/ bring the schemes in line with marketlaid before the meeting, with effect redundancy.The following changes are standards, it is proposed to change thisfrom the date of this resolution. proposed to the leaver provisions in period to a four-year vesting period each of the trust deeds: with 25% of the award vesting eachReason and effect of ordinary (i) Retrenchment/Redundancy: awards year.resolution 10 will no longer be accelerated. This ordinary resolution number 10 willSchedule 14 of the JSE Listings Participants will only be able to only be effective if passed by a majorityRequirements (Schedule 14) governs exercise awards that have already of 75% or more of the votes cast byshare option schemes and share vested on the termination date of all shareholders present or representedincentive schemes involving the issue of their employment. In such instances, by proxy, excluding any votes exercisedequity securities by issuers to, or for the participants will have 60 days in respect of any treasury shares heldbenefit of, employees and other following termination of by the group and any shares held bypersons involved in the business of the employment to exercise their share schemes of the group.Naspers group (the group) and which vested awards. All unvested awardsresult in a dilution of the shareholding and unexercised vested awards will The trust deeds will be made availableof equity securities holders in the issuer. lapse at the expiry of the 60-day for inspection by shareholders duringThis includes the issue of equity period.The relevant trustee(s) will, normal business hours at the company’ssecurities from the issuer’s authorised, however, retain the discretion to registered address, 40 Heerengracht,but unissued, share capital, as well as the accelerate vesting on a case-by-case Cape Town 8000 (contact personuse of equity securities held as treasury basis. Ms Yasmin Abrahams) and inshares. Schedule 14 is applicable to the (ii) Mutual separation: this encapsulates Johannesburg at MultiChoice City,schemes and the trust deeds.The a new leaver event that is proposed 144 Bram Fischer Drive, Randburg 2194schemes and the trust deeds were to be incorporated that will apply (contact person Mrs Toni Lutz) for aoriginally approved in terms of on ‘no fault termination’, where a period of not less than fourteen (14)Schedule 14. participant’s employment days prior to the annual general terminates as a result of an meeting.The board proposes to amend the agreement between the employeeschemes and the trust deeds, in and the employer. In such instances, Special resolutionsparticular certain leaver provisions and participants must exercise anythe vesting periods, in order to align vested awards prior to their The special resolutions set out on thethem with changing commercial realities employment ceasing and their following pages require the support ofand to bring them in line with market unvested awards and unexercised at least 75% of votes exercised bystandards.These amendments will be vested awards will lapse on the shareholders present or represented byeffective on, and as from, the date on termination date of their proxy at this meeting in order to bewhich they are approved by employment. adopted.shareholders, and will relate to awardsmade after such approval becomeseffective. 117 Naspers Limited integrated annual report 2017

SHAREHOLDER AND CORPORATE INFORMATIONNotice of annual general meeting (continued)Special resolutions numbers 1.1 to 1.13The approval of the remuneration of the non-executive directors for the year ending 31 March 2019 (up to a 5% increase on fees for31 March 2018 already approved by shareholders at the annual general meeting on 26 August 2016), as follows: 31 March 2019 (proposed up to 5% increase year on year)Board1.1 Chair* 2.5 times member1.2 Member US$189 840 US$3 500 All members: Daily fees when travelling to and attending meetings outside home country Committees1.3 Audit committee: Chair 2.5 times member1.4 Member US$46 7701.5 Risk committee:1.6 Chair 2.5 times member1.7 Human resources and remuneration committee: Member US$27 7801.81.9 Nomination committee: Chair 2.5 times member1.10 Member US$32 8651.11 Social and ethics committee:1.12 Chair 2.5 times member Member US$17 710 Other Chair 2.5 times member Member US$24 3101.13 Trustee of group share schemes/other personnel funds R51 200Note* The chair of Naspers does not receive additional remuneration for attending meetings, or being a member of or chairing any committee of the board.The reason for and effect of special to a member of a related or interrelated the subscription of any option, or anyresolutions numbers 1.1 to 1.13 is to corporation, pursuant to the authority securities, issued or to be issued by thegrant the company the authority to pay hereby conferred upon the board for company or a related or interrelatedremuneration to its directors for their these purposes.This authority shall include company, or for the purchase of anyservices as directors. and also apply to the granting of financial securities of the company or a related assistance to the Naspers share incentive or interrelated company, pursuant to theEach of the special resolutions numbers scheme, the other existing group administration and implementation of the1.1 to 1.13 in respect of the proposed share-based incentive schemes (details of Naspers group share-based incentive31 March 2019 remuneration, will be which appear in the annual financial schemes in each instance on the termsconsidered by way of a separate vote. statements for the year ended 31 March applicable to the Naspers group share- 2017) and such group share-based based incentive scheme in question.Special resolution number 2 incentive schemes that are established in Details of these share-based incentive future (collectively the Naspers group schemes are available online in the annualThat the board may authorise the share-based incentive schemes) and financial statements.company to generally provide any financial participants thereunder (which mayassistance in the manner contemplated in include directors, future directors, The reason for and effect of specialand subject to the provisions of section 44 prescribed officers and future prescribed resolution number 2 is to approveof the Act to a director or prescribed officers of the company or of a related or generally the provision of financialofficer of the company or of a related or interrelated company) (participants) for assistance to the potential recipients asinterrelated company, or to a related or the purpose of, or in connection with, set out in the resolution.interrelated company or corporation, or 118Naspers Limited integrated annual report 2017

Notice of annual general meeting (continued)Special resolution number 3 N ordinary shares in issue prior to • A resolution has been passed by the the acquisition, pursuant to which theThat the company, as authorised by the aforesaid 3% threshold is reached, board authorising the repurchase andboard, may generally provide, in terms and for each 3% in aggregate confirming that the company and itsof and subject to the requirements of acquired thereafter, containing full subsidiaries passed the solvency andsection 45 of the Act, any direct or details of such acquisitions. liquidity test and that from the timeindirect financial assistance to a related that the test was done there haveor interrelated company or corporation, • Acquisitions of N ordinary shares in been no material changes to theor to a member of a related or financial position of the group.interrelated corporation, pursuant to aggregate in any one financial yearthe authority hereby conferred upon may not exceed 20% of the Before the general repurchase isthe board for these purposes. company’s N ordinary issued share effected, the directors, having capital as at the date of passing of considered the effects of theThe reason for and effect of special this special resolution. repurchase of the maximum number ofresolution number 3 is to approve N ordinary shares in terms of thegenerally the provision of financial • In determining the price at which foregoing general authority, will ensureassistance to the potential recipients as that for a period of twelve (12) monthsset out in the resolution. N ordinary shares issued by the after the date of the notice of the company are acquired by it or any of annual general meeting:Special resolution number 4 its subsidiaries in terms of this general authority, the maximum premium at • The company and the group will beThat the company or any of its which such N ordinary shares maysubsidiaries be and are hereby be acquired, will not exceed 10% of able, in the ordinary course ofauthorised to acquire N ordinary the weighted average of the market business, to pay their debts.shares issued by the company from value at which such N ordinaryany person whosoever (including any shares are traded on the JSE as • The assets of the company and thedirector or prescribed officer of the determined over the five (5) businesscompany or any person related to any days immediately preceding the date group, fairly valued in accordancedirector or prescribed officer of the of repurchase of such N ordinary with IFRS, will exceed the liabilities ofcompany), in terms of and subject to shares by the company or any of its the company and the group.the Act and in terms of the rules and subsidiaries.requirements of the JSE, being that: • The company and the group’s • At any point the company may only• Any such acquisition of N ordinary ordinary share capital, reserves and appoint one agent to effect any working capital will be adequate for shares shall be effected through the repurchase on the company’s behalf. ordinary business purposes. order book operated by the JSE trading system and done without any • The company and/or its subsidiaries Additional information in respect of the prior understanding or arrangement. following appears in the integrated may not repurchase any N ordinary annual report and in the annual financial• This general authority shall be valid shares during a prohibited period as statements, and is provided in terms of defined by the JSE Listings the JSE Listings Requirements for until the company’s next annual Requirements, unless a repurchase purposes of the general authority: general meeting, provided that it programme is in place where dates shall not extend beyond fifteen and quantities of shares to be traded • Major shareholders. (15) months from the date of during the prohibited period are fixed, • Share capital of the company. passing of this special resolution. and full details of the programme have been submitted to the JSE in writing Directors’ responsibility• An announcement will be published prior to the commencement of the statement prohibited period. as soon as the company or any of its The directors, whose names appear in subsidiaries have acquired N ordinary • Authorisation for the repurchase is the list of directors contained in the shares constituting, on a cumulative integrated annual report, collectively basis, 3% of the number of given by the company’s and individually accept full responsibility memorandum of incorporation. for the accuracy of the information 119 Naspers Limited integrated annual report 2017

SHAREHOLDER AND CORPORATE INFORMATIONNotice of annual general meeting (continued)pertaining to this special resolution interests of the company and its Ordinary resolutionnumber 4 and certify that, to the best of shareholders.their knowledge and belief, there are no 11. Each of the directors of the companyfacts that have been omitted that would The reason for and effect of special or the company secretary is herebymake any statement false or misleading, resolution number 4 is to grant the authorised to do all things, perform alland that all reasonable enquiries to company the authority in terms of the Act acts and sign all documentationascertain such facts have been made and and the JSE Listings Requirements for the necessary to effect thethat special resolution number 4 contains acquisition by the company, or a subsidiary implementation of the ordinary andall relevant information. of the company, of the company’s special resolutions adopted at this N ordinary shares. annual general meeting.Material changes Special resolution number 5 Other businessOther than the facts and developmentsreported on in the integrated annual That the company or any of its To transact such other business as may bereport and annual financial statements, subsidiaries be and are hereby authorised transacted at an annual general meeting.there have been no material changes in to acquire A ordinary shares issued by thethe affairs or financial position of the company from any person whosoever By order of the boardcompany and its subsidiaries since the (including any director or prescribeddate of signature of the audit report and officer of the company or any person G Kisbey-Greenup to the date of this notice. related to any director or prescribed Company secretary officer of the company), in terms of andThe directors have no specific intention, at subject to the Act. Cape Townpresent, for the company to repurchase 21 July 2017any of its N ordinary shares during the The reason for and effect of specialyear following this annual general meeting, resolution number 5 is to grant thebut believe that such a general authority company the authority in terms of the Actshould be put in place as circumstances for the acquisition by the company, or achange in case an opportunity presents subsidiary of the company, of theitself during the year, which is in the best company’s A ordinary shares. 120Naspers Limited integrated annual report 2017

Form of proxyNaspers LimitedIncorporated in the Republic of South AfricaRegistration number: 1925/001431/06JSE share code: NPN  ISIN: ZAE000015889LSE share code: NPSN  ISIN: US 6315121003(the company)103rd annual general meeting of shareholdersFor use by holders of certificated shares or ’own name’ dematerialised shareholders at the 103rd annual general meeting ofshareholders of the company to be held on the 17th floor of Media24 Centre, 40 Heerengracht, Cape Town, South Africa onFriday 25 August 2017 at 11:15.I/We (please print)ofbeing a holder of certificated shares or’own name’ dematerialised shares of Naspers and entitled to votes, hereby appoint(see note 1)1. or, failing him/her,2. or, failing him/her,3. the chair of the annual general meeting as my/our proxy to act for me/us at the annual general meeting, which will be held in the boardroom on the 17th floor, Media24 Centre, 40 Heerengracht in Cape Town on Friday 25 August 2017 at 11:15 for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat and at each adjournment or postponement thereof, and to vote for or against the resolutions and/or abstain from voting in respect of the shares in the issued share capital of the company registered in my/our name(s) (see note 2) as follows: In favour of Against AbstainOrdinary resolutions1. Acceptance of annual financial statements2. Confirmation and approval of payment of dividends3. Reappointment of PricewaterhouseCoopers Inc. as auditor4. To confirm the appointment of E M Choi as a non-executive director5. To elect the following directors:5.1 J P Bekker5.2 S J Z Pacak5.3 T M F Phaswana5.4 B J van der Ross5.5 R C C Jafta6. Appointment of the following audit committee members:6.1 D G Eriksson6.2 B J van der Ross6.3 R C C Jafta7. To endorse the company’s remuneration policy8. Approval of general authority placing unissued shares under the control of the directors9. Approval of general issue of shares for cash10. Amendments to the deeds for the Naspers Share Incentive Trust, the MIH Services fz llc Share Trust (formerly the MIH (Mauritius) Limited share trust) and the MIH Holdings Share Trust11. Authorisation to implement all resolutions adopted at the annual general meeting 121 Naspers Limited integrated annual report 2017

SHAREHOLDER AND CORPORATE INFORMATIONForm of proxy (continued) In favour of Against AbstainSpecial resolution number 1Approval of the remuneration of the non-executive directorsProposed financial year 31 March 2019:1.1 Board – chair1.2 Board – member1.3 Audit committee – chair1.4 Audit committee – member1.5 Risk committee – chair1.6 Risk committee – member1.7 Human resources and remuneration committee – chair1.8 Human resources and remuneration committee – member1.9 Nomination committee – chair1.10 Nomination committee – member1.11 Social and ethics committee – chair1.12 Social and ethics committee – member1.13 Trustees of group share schemes/other personnel fundsSpecial resolution number 2Approve generally the provision of financial assistance in terms of section 44 of the ActSpecial resolution number 3Approve generally the provision of financial assistance in terms of section 45 of the ActSpecial resolution number 4General authority for the company or its subsidiaries to acquire N ordinary shares in thecompanySpecial resolution number 5General authority for the company or its subsidiaries to acquire A ordinary shares in thecompanyand generally to act as my/our proxy at the said annual general meeting (tick whichever is applicable. If no indication is given, the proxyholder will be entitled to vote or to abstain from voting as the proxy holder deems fit).Signed at on this day of 2017Signature Assisted (where applicable) 122Naspers Limited integrated annual report 2017

Notes to form of proxy1. The following provisions shall apply in relation to proxies: 1.1 A shareholder of the company may appoint any individual (including an individual who is not a shareholder of the company) as a proxy to participate in, speak and vote at the annual general meeting of the company. 1.2 A shareholder may appoint two or more persons concurrently as proxies and may appoint more than one proxy to exercise voting rights attached to different securities held by the shareholder. 1.3 A proxy instrument must be in writing, dated and signed by the shareholder. 1.4 A proxy may delegate the proxy’s authority to act on behalf of the shareholder to another person, subject to any restrictions set out in the instrument appointing the proxy. 1.5 A copy of the instrument appointing a proxy must be delivered to the company, or to any other person on behalf of the company, before the proxy exercises any rights of the shareholder at the annual general meeting. 1.6 Irrespective of the form of instrument used to appoint the proxy: (i) the appointment is suspended at any time and to the extent that the shareholder chooses to act directly and in person in the exercise of any rights as a shareholder; (ii) the appointment is revocable unless the proxy appointment expressly states otherwise; and (iii) if the appointment is revocable, a shareholder may revoke the proxy appointment by cancelling it in writing or making a later inconsistent appointment of a proxy and delivering a copy of the revocation instrument to the proxy and the company. 1.7 The proxy is entitled to exercise, or abstain from exercising, any voting right of the shareholder without direction, except to the extent that the memorandum of incorporation of the company, or the instrument appointing the proxy, provides otherwise.2. A certificated or ’own name’ dematerialised shareholder may insert the names of two alternative proxies of the shareholder’s choice in the space provided, deleting ‘the chair of the annual general meeting’. The person whose name appears first on the form of proxy and whose name has not been deleted and who attends the meeting, will be entitled and authorised to act as proxy to the exclusion of those whose names follow.3. A shareholder’s instructions to the proxy must be indicated by that shareholder in the appropriate space provided, failing which the proxy shall not be entitled to vote at the annual general meeting in respect of the shareholder’s votes exercisable at that meeting, provided where the proxy is the chair, failure to so comply will be deemed to authorise the chair to vote in favour of the resolutions.4. A shareholder may appoint a proxy at any time. For practical purposes, forms of proxy for Naspers N ordinary shares must be lodged at or posted to the transfer secretaries of the company, Link Market Services South Africa Proprietary Limited, 13th floor, Rennie House, 19 Ameshoff Street, Braamfontein 2001 or PO Box 4844, Johannesburg 2000. Forms of proxy for Naspers A ordinary shares must be lodged at or posted to the registered office of the company, 40 Heerengracht, Cape Town 8001 or PO Box 2271, Cape Town 8000. Forms of proxy lodged in this manner are to be received by not later than 11:15 on Wednesday 23 August 2017, or such later date if the annual general meeting is postponed to allow for processing of such proxies. All other proxies must be handed to the company secretary prior to the commencement of the meeting.5. The completion and lodging of this form of proxy will not preclude the certificated shareholder or ’own name’ dematerialised shareholder from attending the annual general meeting and speaking and voting in person at the meeting to the exclusion of any proxy appointed in terms hereof.6. An instrument of proxy shall be valid for any adjournment or postponement of the annual general meeting, as well as for the meeting to which it relates, unless the contrary is stated therein, but shall not be used at the resumption of an adjourned annual general meeting if it could not have been used at the annual general meeting from which it was adjourned for any reason other than that it was not lodged timeously for the meeting from which the adjournment took place. 123 Naspers Limited integrated annual report 2017

SHAREHOLDER AND CORPORATE INFORMATIONNotes to form of proxy (continued)7. A vote cast or act done in accordance with the terms of a form of proxy shall be deemed to be valid despite: • the death, insanity, or any other legal disability of the person appointing the proxy, or • the revocation of the proxy, or • the transfer of a share in respect of which the proxy was given, unless notice as to any of the above-mentioned matters shall have been received by the company at its registered office or by the chair of the annual general meeting at the place of the annual general meeting, if not held at the registered office, before the commencement or resumption (if adjourned) of the annual general meeting at which the vote was cast or the act was done or before the poll on which the vote was cast.8. The authority of a person signing the form of proxy: 8.1 under a power of attorney, or 8.2 on behalf of a company or close corporation or trust, must be attached to the form of proxy unless the full power of attorney has already been received by the company or the transfer secretaries.9. Where shares are held jointly, all joint holders must sign.10. Dematerialised shareholders, other than by ’own name’ registration, must NOT complete this form of proxy and must provide their central securities depository participant (CSDP) or broker of their voting instructions in terms of the custody agreement entered into between such shareholders and their CSDP and/or broker. 124Naspers Limited integrated annual report 2017

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