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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN NPN - Naspers - Exercise of over allotment option Naspers Limited (Incorporated in the Republic of South Africa) (Registration number 1925/001431/06) share code: NPN ISIN Code: ZAE000015889 ("Naspers" or the "Company" or the "Group") NASPERS ANNOUNCES EXERCISE OF OVER-ALLOTMENT OPTION Further to the announcements on 27 February 2007 and 8 March 2007 regarding its capital raising (the "Capital Raising"), Naspers today announces that Citigroup Global Markets Limited ("Citigroup" or the "Bookrunner") has exercised in full the over-allotment option granted by Naspers (the "Over-allotment Option"). Pursuant to the exercise of the Over-allotment Option, in order to cover over- allotments, Naspers will issue an additional 5.7 million new "N" ordinary shares (the "New "N" Shares", "the Over-allotment Shares") at ZAR163.00 per New "N" Share, which is the offer price achieved in the Capital Raising. As a result, the gross proceeds to be received by Naspers will increase by approximately ZAR929 million to approximately ZAR7.4 billion (equivalent to approximately US$1.0 billion). Following the exercise of the Over-allotment Option, the total number of New "N" Shares to be issued in the Capital Raising is 45.6 million New "N" Shares. This represents approximately 14.2 percent of Naspers` issued "N" ordinary share capital prior to the Capital Raising. The New "N" Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing "N" ordinary shares of Naspers in issue prior to the Capital Raising, including the right to receive future dividends and other distributions declared, made or paid after the date of their issue. Application will be made for the New "N" Shares, including the Over- allotment Shares, to be admitted to trading on the JSE Limited ("JSE"). The Capital Raising is being implemented primarily by way of an issue of shares for cash in accordance with the terms of the general authority granted to the directors of Naspers at the annual general meeting of Naspers held on 25 August 2006. Citigroup is acting as sole global co-ordinator, bookrunner and stabilising manager in the Capital Raising. For further information, please contact the following: Naspers: Steve Pacak Mark Sorour Chief Financial Officer Chief Investment Officer Tel: +27-21-406-2480 Tel: +27-21-406-3008 Fax: +27-21-406-2921 Fax: +27-21-406-2890 Citigroup: Darrell Uden Tom Attenborough Managing Director Director Tel: +44-20-7986-0410 Tel: +44-20-7986-0440 Fax: +44-20-7986-1103 Fax: +44-20-7986-1139 Disclaimer This announcement has been issued by, and is the sole responsibility of Naspers Limited. The distribution of this announcement and the offer and sale of Naspers Limited N shares in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of, and observe, any such restrictions. This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not in any manner constitute an invitation to invest or an advertisement, notification, statement or announcement soliciting investment in the shares of Naspers Limited or an offer of securities for sale in the United States or in any jurisdiction in which such an offer or solicitation is unlawful. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to registration or an applicable exemption from registration. No public offering of securities is being made into the United States. Certain statements in this announcement constitute "forward looking statements" within the meaning of Section 27A of the US Securities Act of 1933 and Section 21E of the US Securities Exchange Act of 1934. Such forward looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Naspers Limited to be materially different from the future results, performance or achievements expressed or implied by such forward looking statements. These factors include those discussed in our reports submitted to the SEC. We undertake no obligation to update publicly or release any revisions to these forward looking statements to reflect events or circumstances after the date of this announcement or to reflect the occurrence of unanticipated events. Within the United Kingdom, this announcement is directed only at persons who have professional experience in matters relating to investments who fall within article 19(5) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) (the "Order") or are persons falling within article 49(2)(a) to (d) ("high net worth individuals, unincorporated associations etc.") of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. As regards all persons other than relevant persons, the details of the Capital Raising and bookbuilding set out in this announcement are for information purposes only. No prospectus offering securities to the public will be published. Citigroup is acting for Naspers Limited and no one else in connection with the Capital Raising and will not be responsible to any other person for providing the protections afforded to their respective clients, or for providing advice in relation to the Capital Raising. Stabilisation / FSA Date: 09/03/2007 16:59:57 Supplied by www.sharenet.co.za Produced by the JSE SENS Department.
