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Proposed listing of Naspers’ international internet assets on Euronext Amsterdam and secondary, inward listing on Johannesburg Stock Exchange Publication of EGM Circular

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  • Extraordinary General Meeting to be held on Friday 28 June 2019
  • Naspers targets Wednesday 17 July 2019 for NewCo listing

CAPE TOWN, South Africa–(BUSINESS WIRE)–Naspers Limited (JSE: NPN; LSE: NPSN) today released a circular to
shareholders, convening an Extraordinary General Meeting (EGM) to be
held at 11.15am on Friday 28 June 2019 in Cape Town, regarding its
intention to list a new global consumer internet group (NewCo)
comprising its international internet assets.

Naspers plans to list the new group on Euronext Amsterdam on Wednesday
17 July 2019, along with a secondary, inward listing on the Johannesburg
Stock Exchange (JSE) in South Africa. Naspers expects to own no less
than 73% of NewCo and the free float is expected to be up to 27%,
created by Naspers through a capitalisation issue of NewCo shares
to Naspers shareholders (as described below).

As a global consumer internet group and one of the largest technology
investors in the world, the new group is likely to become the largest
listed consumer internet company by asset value in Europe. It will
comprise all of Naspers’ internet interests outside of South Africa
including its companies and investments in the online classifieds,
payments and fintech, food delivery, etail, travel, education, and
social and internet platforms sectors, among others. These assets are
some of the world’s leading and fastest-growing internet brands, such as
mail.ru, OLX, Avito, letgo, PayU, Tencent, iFood, Swiggy, DeliveryHero,
Udemy, eMAG, and MakeMyTrip¹. The new group will be a strategic investor
and operator, and focus on long-term value creation by building leading
technology companies that improve people’s daily lives in high-growth
markets.

The listing of NewCo on Euronext Amsterdam is expected to reduce
significant structural barriers for Naspers and represents another major
step by management to pursue continued growth and create value for
shareholders. This action follows the unbundling of MultiChoice Group in
March, which unlocked approximately US$3.5 billion for Naspers
shareholders.

Bob van Dijk, CEO Naspers said, “The planned listing of our
international internet assets on Euronext Amsterdam is progressing well,
and we believe that it will present a new and attractive opportunity for
global tech investors to access our unique portfolio. Since we announced
the transaction in March, we have been encouraged by the positive
response from investors. The mechanics of the transaction outlined in
today’s circular are designed to provide flexibility to our
shareholders, and we expect that the listing will help us maximise
shareholder value over time.”

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Even after the listing of NewCo on Euronext Amsterdam, Naspers
will remain the largest South African company listed on the JSE by
market capitalisation, and Naspers will continue to invest in South
Africa. Naspers is one of the foremost investors in the South African
technology sector and is committed to building its existing internet and
ecommerce companies in the country, as well as stimulating the local
tech start-up sector through the Naspers Foundry. This is a R1.4 billion
investment allocation targeting technology start-ups in South Africa
that seek to address big societal needs. This is in addition to the
commitment Naspers made in October 2018 at the inaugural South Africa
Investment Conference to inject a further R3.2 billion into its existing
South African businesses, which is already underway.

The EGM Circular

In addition to the information provided by Naspers’ announcement on 25
March 2019, the EGM circular provides:

  • Further detail of the rationale for the proposed transaction
  • An overview of the assets and investments of NewCo
  • The planned timeline of the transaction
  • The mechanics of the capitalisation issue for shareholders
  • The Board’s recommendation that this transaction is in the best
    long-term interests of shareholders
  • Details of shareholder requirements in order to vote on the approval
    of the transaction

Mechanics of the Capitalisation Issue

Naspers N shareholders will be issued with newly-created Naspers M
Ordinary Shares, which, post-listing, will be exchanged for NewCo
Shares. Naspers N shareholders can elect to be issued with additional
Naspers N Ordinary Shares instead of receiving NewCo Shares.

Naspers Board Recommendation

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The Naspers Board is fully supportive of the proposed transaction and
believes forming and listing a new, global consumer internet group on
Euronext Amsterdam, with a secondary, inward listing on the JSE, will
provide a strong platform to attract incremental investor capital, which
is well-aligned to Naspers’ growth goals. The Board recommends that all
shareholders vote in favour of the Resolutions to be proposed at the
EGM, and each of the Directors intends to vote all of their shares as
such.

The transaction is subject to the requisite regulatory and shareholder
approvals being obtained and is expected to be implemented in July 2019.

Information related to the proposed transaction can be viewed at www.newglobaltechgroup.com
by 09:30am CET.

About Naspers

Naspers is a global consumer internet group and one of the largest
technology investors in the world. Operating and investing in countries
and markets across the world with long-term growth potential, Naspers
builds leading companies that empower people and enrich communities. The
group operates and partners a number of leading internet businesses
across Central and Eastern Europe, Africa, the Americas and Asia in
sectors including online classifieds, payments and fintech, food
delivery, travel, education, health, and social and internet platforms.

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Every day, millions of people use the products and services of companies
that Naspers has invested in, acquired or built, including Avito,
Brainly, BYJU’S, Codecademy, eMAG, Honor, ibibo, iFood, letgo, Media24,
Movile, OLX, PayU, SimilarWeb, Swiggy, Takealot, and Udemy.

Similarly, hundreds of millions of people have made the platforms of its
associates a part of their daily lives: Tencent (www.tencent.com;
SEHK 00700), Mail.ru (www.corp.mail.ru;
LSE: MAIL), MakeMyTrip Limited¹ (www.makemytrip.com;
NASDAQ:MMYT) and DeliveryHero (www.deliveryhero.com;
Xetra: DHER)

Today, Naspers companies and associates help improve the lives of around
a fifth of the world’s population. Naspers actively searches for new
opportunities to partner exceptional entrepreneurs who are using
technology to address big societal needs.

Naspers has a primary listing on the Johannesburg Stock Exchange
(NPN.SJ) and a secondary listing on the A2X Exchange (NPN.AJ) in South
Africa, and has an ADR listing on the London Stock Exchange (LSE: NPSN).

For more information, please visit www.naspers.com

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¹ In April 2019, Naspers announced an exchange of its interest in
MakeMyTrip Limited (“MakeMyTrip”) (NASDAQ:MMYT) for a 5.6% stake in
Ctrip.com International Limited (“Ctrip”) (NASDAQ:CTRP), a well-known
provider of online travel and related services headquartered in China.
The transaction is subject to customary closing conditions, including
obtaining the requisite regulatory approvals, and is expected to close
in the second half of 2019.

Disclaimer

These materials are for information purposes only and are not intended
to constitute, and should not be construed as, an offer to sell or a
solicitation of any offer to buy or subscribe for any securities of NewCo
(the “Securities”). The Securities have not been and will not be
registered under the United States Securities Act of 1933, as amended
(the “Securities Act”), and will not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the Securities Act.

In connection with its proposed admission to listing and trading on
Euronext Amsterdam and the JSE, NewCo will prepare a
prospectus in due course, which will be made available at www.newglobaltechgroup.com.

These materials include forward-looking statements, which are based on
current expectations and projections about future events.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect Naspers’ current
view with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions. Naspers
expressly disclaims any obligation or undertaking to update, review or
revise any forward looking statement contained in these materials
whether as a result of new information, future developments or
otherwise. You are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date they are
made.

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Contacts

SOUTH AFRICA MEDIA
Shamiela Letsoalo, Media Relations
Director

+27 78 802 6310
[email protected]

INTERNATIONAL
MEDIA

Sarah Ryan, Media Relations Director
+ 31 629
721038
[email protected]

INVESTORS
Eoin
Ryan, Head of Investor Relations

+1 347-210-4305
[email protected]

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