NASPERS LIMITED - Dealing in securities by Director

Dealing in securities by Director

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”)

DEALING IN SECURITIES BY DIRECTOR

In compliance with rules 3.63 to 3.74 of the JSE Limited Listings Requirements, the following
information is disclosed:

Director:                                    Steve Pacak
Company:                                     Naspers Limited
Transaction date:                            16 September 2019

Nature of transaction:                       On market sale of Naspers N shares
Number of shares:                            180 000 Naspers N ordinary shares
Class of shares:                             N ordinary shares
Total value of transaction:                  R454 517 603.96
Volume weighted average
price per share:                             R2 525.0978
Highest price per share:                     R2 527.90
Lowest price per share:                      R2 505.99

Nature of transaction:                       Off market purchase of securities
Number of shares:                            20 000 Naspers shares
Class of shares:                             N ordinary
Price per share:                             R2 544.94
Total value of transaction:                  R50 898 800.00

Date of vesting in the group
share-based incentive plan:                  The trades relate to offers of Naspers N ordinary share
                                             options made and accepted on 27 February 2009 in
                                             the MIH Services FZ LLC Share Trust (the Trust). The
                                             options vested in three equal tranches. The first
                                             tranche, 66 666 share options, vested on 27 February
                                             2012, the second tranche, 66 667 share options vested
                                             on 27 February 2013 and the final tranche, 66 667
                                             share options, vested on 27 February 2014.

                                             In terms of the rules of the Trust the exercise of
                                             options and delivery of shares acquired may not be
                                             taken later than the tenth anniversary of the offer
                                             date, unless, as provided for in the Trust deed, the last
                                             date to exercise has been extended as a result of trade
                                             embargoes having been applied to a participant(s). In
                                             the case of Mr Pacak, the date was extended to 20
                                             September 2019.

                                             On 16 September 2019 a total of 180 000 Naspers N
                                             ordinary shares were sold by Mr Pacak and 20 000
                                             Naspers N ordinary shares, 200 000 Prosus N.V. N
                                             ordinary shares and 200 000 MultiChoice Group
                                             Limited ordinary shares will be delivered to Mr Pacak
                                             upon payment of the amount of R30 378 633.89
                                             (being the listed market value on the date of the
                                             offers) from the proceeds of the sale of the 180 000
                                             Naspers N ordinary shares (distributed to Mr Pacak),
                                             to settle the amount due to the Trust.

Nature of transaction:                       Sale of 180 000 vested Naspers N ordinary shares from
                                             the Naspers Share Incentive Scheme Trust and
                                             delivery of 20 000 Naspers N ordinary shares, 200 000
                                             Prosus N.V. N ordinary shares and 200 000
                                             MultiChoice Group Limited ordinary shares vested
                                             shares held in the Trust by Mr Pacak.

Additional disclosure:                       Exercised 200 000 Naspers options, 200 000 Prosus
                                             N.V. shares and 200 000 MultiChoice Group Limited
                                             shares and the full net gain after tax (excluding a cash
                                             balance due to Mr Pacak) on the disposal of 180 000
                                             Naspers N ordinary shares was reinvested in Naspers
                                             N ordinary shares, Prosus N.V. ordinary shares and
                                             MultiChoice Group Limited shares resulting in the
                                             acquisition of 20 000 Naspers N ordinary shares,
                                             200 000 Prosus N.V. N ordinary shares and 200 000
                                             MultiChoice Group Limited ordinary shares.

                                             The intention that is that these shares will be
                                             transferred to Mr Pacak’s family trust resulting in an
                                             indirect, beneficial interest.

Nature of interest:                          Direct Beneficial
Clearance:                                   Clearance has been received in terms of paragraph
                                             3.66 of the JSE Listings Requirements


CAPE TOWN
18 September 2019
Sponsor: Investec Bank Limited

Date: 18/09/2019 05:30:00
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