Naspers Announces Intention to List Its International Internet Assets on Euronext Amsterdam

Naspers to form a new group (“NewCo*”) comprising its international
internet assets.

NewCo to be listed on Euronext Amsterdam and also secondary,
inward-listed on the Johannesburg Stock Exchange.

NewCo likely to become the largest listed consumer internet group in
Europe by asset value.

NewCo listing provides a unique opportunity for global internet
investors.

Naspers will own approximately 75% of NewCo and will retain its
primary listing on the Johannesburg Stock Exchange.

*The official name of NewCo will be announced in the coming months

CAPE TOWN, South Africa–(BUSINESS WIRE)–Naspers (JSE: NPN; LSE: NPSN) today announced its intention to list NewCo,
a new global consumer internet group, on Euronext Amsterdam. NewCo will
also have a secondary, inward listing on the Johannesburg Stock Exchange
(JSE) in South Africa.

NewCo will comprise all of Naspers’ internet interests outside of
South Africa including its companies and investments in the online
classifieds, food delivery, payments, etail, travel, education, and
social and internet platforms sectors, among others. They are some of
the world’s leading and fastest-growing internet brands, such as
Tencent, mail.ru, OLX, Avito, letgo, PayU, iFood, Swiggy, DeliveryHero,
Udemy, eMAG and MakeMyTrip. NewCo is expected to be approximately
75% owned by Naspers and have a free float of approximately 25%. As
Europe’s largest listed consumer internet company by asset value, NewCo
will give global internet investors direct access to Naspers’ unique
and attractive portfolio of international internet assets.

The transaction will be subject to the requisite regulatory and
shareholder approvals being obtained. The proposed transaction is
currently expected to be implemented no earlier than the second half of
2019.

Bob van Dijk, Naspers Chief Executive Officer, said:

“Forming and listing a new, global consumer internet group on Euronext
Amsterdam is a significant step for Naspers. It will provide a strong
platform to attract incremental investor capital, which is well-aligned
to our growth goals. The listing will present an appealing new
opportunity for international tech investors to have access to our
unique portfolio of international internet assets. It will comprise some
of the world’s leading and fastest-growing internet companies that are
playing an increasingly important role in helping people improve their
daily lives in some of the most exciting markets on the planet. As well
as opening up investment to a broader category of investors, the listing
aims to reduce our weighting on the Johannesburg Stock Exchange, which
we believe will help us maximise shareholder value over time.”

Naspers has a long history of investing in technology to capture growth,
transforming itself from a print media, pay-TV and video entertainment
company into one of the top 10 global consumer internet companies by
market capitalisation. In growing, the group has created significant
value for its many stakeholders, however, this rapid growth has also
created some unique market dynamics. Naspers now constitutes almost 25%
of the JSE SWIX index, compared to 5% just 5 years ago, and its outsized
weighting on the JSE exceeds most South African institutional investors’
single stock limits. As a result, many have been forced to sell as
Naspers grows.

The proposed listing on Euronext Amsterdam is expected to help address
this market issue and is the next significant action by management to
create shareholder value. Recently, a number of actions have been
undertaken by Naspers, including increasing the capacity of Naspers’ ADR
programme, trimming its stake in Tencent, exiting several businesses,
driving growth across its core internet businesses and turning its
online classifieds business and several of its other early-stage
investments to profitability. In addition, in early March 2019, Naspers
unbundled MultiChoice Group Limited to existing Naspers shareholders
creating a new, top-40 listed company in South Africa with an initial
market capitalisation of US$3.5 billion. The move completed Naspers’
transformation to a global consumer internet company, with effectively
all revenues and profits now coming from online.

Basil Sgourdos, Naspers’ Chief Financial Officer, said:

“We are aligned with our shareholders’ desires to maximise the value we
create and also to address our weight on the JSE. We have therefore
taken several actions in the past year or so, such as a trim of our
Tencent stake, exiting several businesses including the sale of our
Flipkart stake, driving the performance of our core internet businesses,
and more recently, the listing and unbundling of MultiChoice Group
Limited. After a careful and comprehensive evaluation of the merits of
strategic options available to the group, the listing on Euronext
Amsterdam proved to be the most promising for our future growth plans
and addressing the market dynamics we wish to tackle.”

Naspers itself will retain its primary listing on the JSE in South
Africa, and will continue to directly hold its South African assets,
Takealot and Media24, alongside its majority stake in NewCo. NewCo’s
free float is expected to be created by Naspers through a capitalisation
issue of NewCo shares to Naspers shareholders. Shareholders will
also be able to choose to receive more shares in Naspers instead of
shares in NewCo, subject to certain limits. This is
intended to provide flexibility to shareholders. Further
details relating to the implementation of the proposed transaction will
be provided in due course. It is intended that the Board and governance
structures of NewCo will mirror those of Naspers.

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 commitment 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 R3.2bn into its existing South
African businesses, which is already underway.

Information related to the proposed transaction can be viewed at www.newglobaltechgroup.com
from 09:30am CET on 25 March 2019 and further information will be
available in the coming weeks and months.

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 the Americas, Africa, Central and Eastern Europe, and Asia in
sectors including online classifieds, food delivery, payments, travel,
education, health, and social and internet platforms.

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 Limited (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

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.

Contacts

Shamiela Letsoalo, Media Relations Director
Tel: +27 11 289
3750
Mobile: +27 78 802 6310
Email: shamiela.letsoalo@naspers.com

Eoin
Ryan, Head of Investor Relations

Tel: +1 347-210-4305
Email:
eoin.ryan@naspers.com