M-WEB / NASPERS: Results of the scheme meeting and the sanctioning of the

scheme of arrangement
M-WEB HOLDINGS LIMITED
  (Incorporated in the Republic of South Africa)
  (Registration number 1997/004269/06)
  ("M-Web")
NASPERS LIMITED
  (Incorporated in the Republic of South Africa)
  (Registration number 1925/001431/06)
  ("Naspers")

Results of the scheme meeting and the sanctioning of the scheme of
arrangement by the high court
RESULTS OF THE SCHEME MEETING

Further to the announcement dated 1 June 2001, Investec Bank Limited is
authorised to announce that the scheme of arrangement ("the scheme")

proposed by Naspers between M-Web and its shareholders (other than Naspers
and its associates - comprising MIH Investments (Proprietary) Limited and
MultiChoice Investments (Proprietary) Limited - and the M-Web Share Trust)
was approved by the requisite majority of scheme members at the scheme
meeting held on Monday 18 June 2001.
SANCTIONING OF THE SCHEME

The scheme was sanctioned by the High Court of South Africa (Cape of Good
Hope Provincial Division) on Tuesday 3 July 2001. Consequently, the Order of
Court has been lodged with the Registrar of Companies ("the Registrar") for
registration on or about Wednesday 4 July 2001. Apart from the Registrar's
registration of the Order of Court, all other outstanding conditions

precedent relating to the scheme have been fulfilled.
TERMINATION OF STOCK EXCHANGE LISTING

The listing of M-Web shares on the JSE Securities Exchange South Africa will
be suspended from the commencement of business on Thursday 5 July 2001, and
will be terminated with effect from the close of business on Friday 6 July
2001. The operative date of the scheme and the record date to determine the
participants in the scheme will be the close of business on Friday 6 July
2001.

SCHEME CONSIDERATION AND SURRENDER OF M-WEB DOCUMENTS OF TITLE

In terms of the scheme, holders of M-Web shares - other than Naspers, its
associates and the M-Web Share Trust - registered as such on the record date
("scheme participants"), are entitled to receive one fully paid Naspers "N"
ordinary share for every 15 M-Web shares held ("the scheme consideration").
  The scheme consideration will be posted on or about the operative date to
those scheme participants who have surrendered their documents of title by
16:30 on the record date, depending on the instructions contained in the
properly completed form of surrender. In respect of those scheme

participants who surrender their documents of title after 16:30 on the
record date, the scheme consideration will be posted within five business
days of the surrender of their documents of title in terms of the scheme.
Accordingly, if they have not already done so, scheme participants should
surrender their documents of title as soon as possible to the transfer
secretaries, Mercantile Registrars Limited, 10th Floor, 11 Diagonal Street,
Johannesburg 2001 (PO Box 1053, Johannesburg 2000) in order to claim the
scheme consideration.

The scheme consideration will not be sent to scheme participants unless and
until all documents of title in respect of the relevant M-Web shares have
been surrendered to the transfer secretaries, as set out above.

A form of surrender was included in the circular posted to M-Web

shareholders on Friday 1 June 2001 and a further form of surrender will be
included along with this announcement and posted to M-Web shareholders on
Monday 9 July 2001.
Cape Town
3 July 2001
Merchant bank
  Investec Bank Limited
  (Registration number 1969/004763/06)
Independent merchant bank to M-Web
  SCMB
  Standard Corporate and Merchant Bank

  (A division of The Standard Bank of South Africa Limited)
  (Registration number 1962/000738/06)
Lead sponsor to Naspers and M-Web
  Investec Securities Limited
  Member of the JSE
  Registration No. 1972/008905/06
Attorneys
  Jan S. de Villiers Attorneys
Reporting accountants and auditors
  PricewaterhouseCoopers Inc.
  Chartered Accountants (SA)
  Registered Accountants & Auditors
  (Registration no. 1998/012055/21)
Co-sponsor to Naspers
  Gensec Bank Limited
  (Registration number 1996/004744/06)