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NASPERS LIMITED - Cash value of fractional entitlements to Naspers "N" ordinary shares pursuant to the capitalisation issue

12 September 2019 - 10:31 AM
NPN
Cash value of fractional entitlements to Naspers "N" ordinary shares pursuant to the capitalisation issue

NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315121003
("Naspers" or the "Company")

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR REQUIRE THE
COMPANY OR PROSUS TO TAKE ANY FURTHER ACTION.

CASH VALUE OF FRACTIONAL ENTITLEMENTS TO NASPERS "N" ORDINARY SHARES
PURSUANT TO THE NASPERS N SHARE CAPITALISATION ISSUE

Shareholders are referred to the circular issued by the Company on Friday, 19 July 2019 in relation
to, amongst other things, the Capitalisation Issue (Circular). Unless otherwise indicated, capitalised
words and terms contained in this announcement shall bear the same meanings ascribed thereto in
the Circular.

As set out in the Circular, only whole numbers of Naspers N Ordinary Shares and Naspers M Ordinary
Shares will be issued in terms of the Capitalisation Issue and where fractional entitlements to Naspers N
Ordinary Shares arise in terms of the Capitalisation Issue, such fractions will be rounded down to the nearest
whole number with any remaining fractional entitlements being sold on behalf of such Naspers N
Shareholders with the proceeds payable in cash. The cash amount for such fractional entitlements will be
determined in accordance with the JSE Listings Requirements and paid to the relevant Naspers N Shareholder
in its brokerage account or to a nominee account to be held on behalf and for the benefit of the relevant
Naspers N Shareholder as envisaged in the Circular and in accordance with the JSE Listings Requirements.

In accordance with the JSE Listings Requirements, this amount has been determined with reference
to the volume weighted average price in Rand of a Naspers N Ordinary Share traded on the
Johannesburg Stock Exchange on Wednesday, 11 September 2019, ZAR 2,426.10 (being the first
day on which Naspers N Ordinary Shares trade ex' the entitlement to participate in the Capitalisation
Issue), reduced by 10% (Cash Proceeds). On this basis, Shareholders are advised that the Cash
Proceeds due to Shareholders in respect of any fractional entitlements is ZAR 2,183.49
(ZAR 2,426.10 x 0.9) per Naspers N Ordinary Share.

Cape Town
12 September 2019



 JSE Sponsor to Naspers
 Investec Bank Limited

 South African Legal Adviser (Lead)                     South African Legal Adviser
 Webber Wentzel                                         Glyn Marais Inc.

 Dutch and US Legal Adviser                             Dutch and US Legal Adviser to Joint
 Allen & Overy LLP                                      Financial Advisers
                                                        Linklaters LLP

 Joint Financial Advisers                               Other Financial Advisers
 Goldman Sachs International                            Banca IMI S.p.A.
 J.P. Morgan Securities plc                             Bank of America Merrill Lynch International
                                                        DAC, Amsterdam Branch
 Morgan Stanley & Co. International plc                 Barclays Bank PLC
                                                        BNP Paribas
                                                        Citigroup Global Markets Limited
                                                        Deutsche Bank AG, London Branch
                                                        ICBC Standard Bank plc
                                                        ING Bank N.V.
                                                                                                    2

 Naspers ADS Depositary
 The Bank of New York Mellon


DISCLAIMER

Under the Capital Restructure, Naspers shareholders whose addresses are shown in the securities
register of Naspers on the Record Date as being in Australia, Bermuda, Canada, Cayman Islands,
the European Economic Area, Japan, Jersey, Panama, the Peoples Republic of China, South Korea,
Switzerland and the United States (or any other jurisdiction in which Naspers reasonably believes
that it is not prohibited or unduly onerous or impractical for Shares or Naspers Shares to be issued
or delivered to Naspers shareholders) will receive Shares or Naspers Shares, as the case may be,
in accordance with terms and conditions of the Naspers Circular.

Naspers N Shareholders must consider the Prospectus and Naspers Circular in full as action is
required from them and they should seek advice from their independent advisers in relation to the
implications of the Transaction and, in particular, the Election. In addition, Naspers N Shareholders
are reminded that the Naspers Circular requires them to take certain actions and provide certain
information, including, for example, details of the Euronext Amsterdam Brokerage Account if such
shareholder is a non-resident of the Common Monetary Area for exchange control purposes and
intends to participate in the Naspers M Share Capitalisation Issue and receive Prosus N Ordinary
Shares.

Prospective investors are expressly advised that an investment in Prosus N Ordinary Shares entails
certain risks and that they should therefore carefully read and review the entire Prospectus.
Prospective investors should not just rely on key information or information summarised within this
announcement, the Prospectus or the Abridged Pre-listing Statement. Prospective investors should,
in particular, read the section of the Prospectus entitled "Risk Factors" when considering an
investment in the Prosus N Ordinary Shares. A prospective investor should not invest in Prosus N
Ordinary Shares unless it has the expertise (either alone or with a financial adviser) to evaluate how
the Prosus N Ordinary Shares will perform under changing conditions, the resulting effects on the
value of the Prosus N Ordinary Shares and the impact this investment will have on the prospective
investor's overall investment portfolio. Prospective investors should also consult their own tax
advisers as to the tax consequences of the purchase, ownership and disposal of the Prosus N
Ordinary Shares.

The content of this announcement, the Prospectus and the Abridged Pre-listing Statement should
not be construed as business, legal or tax advice. It is not intended to provide the basis of any credit
or other evaluation and should not be considered as a recommendation by any of the Company (or
its directors), Prosus (or its Directors) or any of the Financial Advisers, the Euronext Listing and
Paying Agent, the JSE Sponsor or any of their respective representatives that any recipient of this
announcement, the Prospectus and/or the Abridged Pre-listing Statement should acquire any Prosus
N Ordinary Shares. None of the Company, Prosus or any of the Financial Advisers, the Euronext
Listing and Paying Agent or the JSE Sponsor, or any of their respective representatives, is making
any representation to any prospective investor regarding the legality of an investment in the Prosus
N Ordinary Shares by such prospective investor under the laws and regulations applicable to such
prospective investor. Prospective investors should consult their own professional adviser before
making any investment decision with regard to the Prosus N Ordinary Shares, among other things,
to consider such investment decision in light of his or her personal circumstances and in order to
determine whether or not such prospective investor is eligible to purchase Prosus N Ordinary Shares.
In making an investment decision, prospective investors must rely on their own analysis, enquiry and
examination of the Prosus Group and the Prosus N Ordinary Shares, including the merits and risks
involved.

The release, publication or distribution of this announcement in jurisdictions other than South Africa
may be restricted by law and therefore persons into whose possession this announcement comes,
should inform themselves about, and observe, any applicable restrictions or requirements. Any
failure to comply with such restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, Naspers disclaims any responsibility or
liability for the violation of such requirements by any person. Notices for prospective investors located
in, or resident of, certain jurisdictions are set out in the Prospectus. The Prosus N Ordinary Shares
have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, (the
U.S. Securities Act) or the securities laws of any state of the United States.
                                                                                                        3

This announcement does not constitute an offer or form part of any offer or invitation to purchase,
subscribe for, sell or issue, or a solicitation of any offer to purchase, subscribe for, sell or issue, any
securities including Shares (whether pursuant to this announcement or otherwise) in any jurisdiction,
including an offer to the public or section of the public in any jurisdiction.

This announcement, the Prospectus and the Abridged Pre-listing Statement include forward-looking
statements. These forward-looking statements are subject to a number of risks and uncertainties,
many of which are beyond the Naspers Group's, and the Prosus Group's, control and all of which
are based on the Naspers Group's, and the Prosus Group's, current beliefs and expectations about
future events. Forward-looking statements are sometimes identified by the use of forward-looking
terminology such as "aim", "annualised", "anticipate", "assume", "believe", "continue", "could",
"estimate", "expect", "goal", "hope", "intend", "may", "objective", "plan", "position", "potential",
"predict", "project", "risk", "seek", "should", "target", "will" or "would" or the highlights or the negatives
thereof, other variations thereon or comparable terminology. These forward-looking statements
include all matters that are not historical facts. They appear in a number of places throughout this
announcement, the Prospectus and the Abridged Pre-listing Statement, and include statements that
reflect the Company's and/or Prosus's intentions, beliefs or current expectations and projections
about the Prosus Group's future results of operations, financial condition, liquidity, performance,
prospects, anticipated growth, strategies and opportunities and the markets in which the Naspers
Group and/or the Prosus Group operates. In particular, the statements under the headings
"Summary", "Risk Factors", "Dividends and Dividend Policy", "Business" and "Operating and
Financial Review" in the Prospectus regarding the Prosus Group's strategy, targets, expectations,
objectives, future plans and other future events or prospects are forward-looking statements. These
forward-looking statements and other statements contained in this announcement, the Prospectus
and the Abridged Pre-listing Statement regarding matters that are not historical facts involve
predictions. No assurance can be given that such future results will be achieved; actual events or
results may differ materially as a result of risks and uncertainties facing the Naspers Group and/or
the Prosus Group. Such risks and uncertainties could cause actual results to vary materially from the
future results indicated, expressed or implied in such forward-looking statements. Forward-looking
statements in this announcement, the Prospectus and the Abridged Pre-listing Statement speak only
as of the date of this announcement, the Prospectus and the Abridged Pre-listing Statement. Except
as required by applicable laws and regulations, the Naspers Group expressly disclaims any
obligation or undertaking to update or revise the forward-looking statements contained in this
announcement to reflect any change in its expectations or any change in events, conditions or
circumstances on which such statements are based.

Each Financial Adviser, the Euronext Listing and Paying Agent and the JSE Sponsor is acting
exclusively for Naspers and/or Prosus and no one else in connection with the Transaction. None of
them will regard any other person (whether or not a recipient of this announcement, the Prospectus
and/or the Abridged Pre-listing Statement) as their respective client in relation to the Transaction and
will not be responsible to anyone other than the Company and/or Prosus for providing the protections
afforded to their respective clients or for giving advice in relation to, respectively, the Transaction or
any transaction or arrangement referred to herein.

Date: 12/09/2019 10:31:00
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