Building leading companies

Integrated annual report 2020

Cape Town, South Africa ...that improve people’s lives 01 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

In September, through the listing of In South Africa we deepened our our global internet assets on Euronext commitment to supporting the This year, we laid down a strong Amsterdam and a secondary listing country’s progress. Naspers Labs is on the JSE Limited’s stock exchange, a programme dedicated to tackling we created a global consumer internet youth unemployment. Naspers group, Prosus. Prosus is Europe’s most Foundry is our initiative to find and foundation for the group’s next valuable listed consumer internet fund the next generation of South company and ranks among the African technology companies. world’s top ten, with a majority held We contributed R1.5bn in emergency chapter. We continued to build by Naspers. Prosus gives global aid in support of the South African technology investors direct access to government’s response to the Covid-19 our attractive portfolio of international pandemic, which was the largest consumer internet businesses. contribution by any company. We also leading companies that use donated in support of disaster relief Around the world we continued and recovery efforts in Durban and the to accelerate growth. Our core wider KwaZulu-Natal coastal area technology to improve the daily segments in the portfolio are following devastating floods there. Classifieds, Food Delivery, and Payments and Fintech. Our Ventures On the following pages we share the segment focuses on investing in story of another transformative year for lives of millions of people. future growth, creating partnerships Naspers – the companies our teams with entrepreneurs who are using are building; the value we are creating technology to improve people’s lives. for all stakeholders; our performance We invested in building the skills and and progress in this financial year; expertise of our teams, particularly and where we are heading. in artificial intelligence and machine learning.

Contents Bob van Dijk “Our ambition remains Group overview Performance review Sustainability review Summarised consolidated annual Chief executive 04 About this report 27 Our performance 58 Focusing on sustainability financial statements unchanged: to build 05 Statement of the board of directors 28 Classifieds 59 Our alignment to the SDGs 98 Statement of responsibility by on the integrated annual report 31 Food Delivery 60 Data privacy and protection the board of directors outstanding technology 06 Group overview 36 Payments and Fintech 62 Cybersecurity 99 Independent auditor’s report 07 Responding to Covid-19 39 Etail 63 Artificial intelligence and 100 Summarised consolidated annual companies that help 09 Chair’s review 43 Ventures machine learning financial statements people improve their 11 Chief executive’s review 46 Social and internet platforms 65 Our people 14 Backing local; building global 48 Media 69 The environment Further information daily lives in some 15 Building long-term partnerships 50 Financial review 70 Society 122 Notice of annual general meeting 71 Investing in South Africa’s success 16 Building positive impact around 51 Managing risks and opportunities 129 Form of proxy of the most exciting the world 71 Naspers Labs 130 Notes to the form of proxy 53 Monitoring of key risks 72 Naspers Foundry 17 Delivering sustainable value 73 Tax 132 Shareholder and corporate markets on the planet.” throughout the year information 17 Our business model 133 Analysis of shareholders and 18 Value creation this year Governance shareholders’ diary 76 Our board 19 The world around us 134 Naspers voting control structure 78 Governance at a glance 22 Engaging our stakeholders 90 Remuneration at a glance 25 Capital allocation strategy 02 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Naspers is a global consumer internet group and %(1) US$ bn 23growth in group revenues core headline 2.9earnings one of the largest technology to US$22.1bn investors in the world.

Through Prosus the group invests Every day hundreds of millions Naspers also focuses on stimulating (1) and operates globally in markets of people use the products and South Africa’s local tech sector with long-term growth potential, services of companies that Naspers through Naspers Foundry. This is % R bn building leading consumer internet has invested in, acquired or built, a R1.4bn investment targeting 17growth in trading profit investment1.4 via Naspers Foundry targeting companies that empower people including OLX, Avito, Frontier Car early-stage technology companies to US$3.7bn early-stage technology companies and enrich communities. Prosus has Group, iFood, Swiggy, PayU, in South Africa that seek to address its primary listing on Euronext PaySense, Red Dot Payment big societal needs. In 2019, to help Amsterdam and a secondary listing (Red Dot), eMAG, Takealot, BYJU’S, address youth unemployment in on the JSE Limited’s stock exchange. Udemy, Brainly, Codecademy, impoverished communities, Naspers It also has an American Depository Honor and Media24. launched Naspers Labs, a social Receipts (ADR) programme trading impact programme for young, on an over-the-counter basis in the Similarly, hundreds of millions of unemployed South Africans aged United States. Naspers is the majority people have made the platforms between 17 and 25. Located in owner of Prosus. of our listed associates part of their low-income, urban settings, daily lives: Tencent (www.tencent.com; Naspers Labs provides a structured We are committed to investing in SEHK 00700), Mail.ru (www.corp.mail. development journey enabling young entrepreneurs and in technologies ru; LSE: MAIL) and Delivery Hero people to enter the economy. that improve people’s lives. From (www.deliveryhero.com; Xetra: DHER). (1) On an economic-interest India to Brazil to South Africa to Naspers has a primary listing on “Naspers is a strategic basis. Growth in local Russia – well over a billion people Today, our companies, joint ventures the JSE Limited’s stock exchange currency, excluding around the world benefit from and associates help improve the lives (NPN.SJ) and a secondary listing investor and operator. acquisitions and disposals. Naspers-backed businesses. Billions of around one fifth of the world’s on the A2X Exchange (NPN.AJ) We support exceptional more are within our reach and we’re population. We actively search for in South Africa, and has an ADR keen to help them too. We continue new opportunities to partner with listing on the London Stock Exchange companies and to grow and address big societal exceptional entrepreneurs who are (LSE: NPSN). The ADRs are also entrepreneurs for needs and, in turn, create greater using technology to address big traded on an over-the-counter basis value over time. societal needs. in the United States (OTC: NPSNY). the long term.” In South Africa, Naspers is one of We operate or partner with several Bob van Dijk leading internet businesses across the foremost investors in the Chief executive Africa, Central and Eastern Europe, technology sector and is committed the Americas and Asia in sectors to building its local internet and that include online classifieds, ecommerce companies. These food delivery, payments and fintech, include Takealot, Mr D Food (Mr D), etail, social and internet platforms, Superbalist, OLX, AutoTrader, education and health. Property24 and PayU, in addition to Media24, South Africa’s leading print and digital media business. 03 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

We partner with entrepreneurs to empower people and enrich communities

Group overview

Contents 04 About this report 05 Statement of the board of directors on the integrated annual report 06 Group overview 07 Responding to Covid-19 09 Chair’s review 11 Chief executive’s review 14 Backing local, building global 15 Building long-term partnerships 16 Building positive impact around the world 17 Delivering sustainable value throughout the year 17 Our business model 18 Value creation this year 19 The world around us 22 Engaging our stakeholders 25 Capital allocation strategy 04 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

About this report This integrated annual report assesses our performance for the financial year ended 31 March 2020. We aim to provide a picture of our progress and impact on society.

Our purpose Who we are Our approach Managed on Creating a Sustainability Reporting From India to Russia, We are a global We think global but strong foundations positive impact We are committed Central and Eastern Europe, consumer internet group often back local teams. We understand the risks Delivering performance to operating as a In line with best practice the Middle East, Africa and one of the largest We rigorously manage we take and try to manage and value for all sustainable business for integrated reporting, and Brazil – well over technology investors our assets and capital these to minimise their our stakeholders. that makes a lasting we report on the six a billion people around in the world. We are allocation for growth. impact on our businesses. positive contribution to the capitals that together the world use some service committed to investing We understand the Our strong governance world. We focus our efforts provide a true picture of we provide. Billions more in entrepreneurs and importance of making is integral to the way we where we can make the value across the group. are within our reach. technologies that improve a positive impact think and make decisions. greatest impact and to people’s daily lives. on society. This way of telling this end we are working a comprehensive, on refining and evolving connected story fits our sustainability strategy. well with our holistic view of value and our focus on creating sustainable value for long-term good.

Financial Human

Manufactured Intellectual

Social and Natural relationship

Chief executive’s Group overview Business model Governance Value creation Sustainability review Chief executive’s STI achievements Read more on page 11 Read more on page 06 Read more on page 17 Read more on page 78 Read more on page 18 Read more on page 57 05 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

• We support the United Nations’ facing us and our subsidiaries. Such empowerment (BBBEE) information About this report continued Sustainable Development Goals risks and uncertainties could cause (for Naspers and Media24) was Statement of the (SDGs) and, like many other actual results to vary materially from assured by EmpowerLogic. businesses, have identified which the future results indicated, expressed board of directors of those goals our business aligns or implied in such forward-looking The group has a combined assurance on the integrated How it all fits together a separate integrated annual report model for internal use. This model is We measure our performance by (www.media24.com). Group reporting with. We discuss this alignment and statements. There are a number of annual report our activities in support of the SDGs factors that could affect our future designed to cover key risks through evaluating how we create value for our standards are continually being a combination of assurance service This report is primarily intended key stakeholders, we take account of developed to make disclosure in this report. operations and could cause those to address the information (1) • South African Companies Act results to differ materially from those providers and functions as appropriate the six capitals , as well as progress meaningful and measurable for for Naspers. requirements of long-term against our strategy, and regularly stakeholders. Given the highly No 71 of 2008, as amended expressed in the forward-looking investors (our equity shareholders, measure returns on invested capital. competitive environment in which we (Companies Act). statements, including (without bondholders and prospective • King IV Report on Corporate limitation): (a) changes to IFRS and An overview of combined assurance We understand the risks we take and operate, this report mostly excludes per key risk is reported for investors). We also present they manage these to minimise their financial targets or forward-looking Governance for South Africa, 2016 associated interpretations, information relevant to the way (King IVTM)(2). applications and practices as they consideration by the joint audit and impact on our business and results. statements other than as explained on risk committees. we create value for other key this page. • IFRS. apply to past, present and future stakeholders, including our periods; (b) ongoing and future We pursue growth by building leading The scope for our group internal audit employees, clients, customers, Materiality and material matters acquisitions, changes to domestic and companies that empower people and and risk support function includes all regulators and society. We apply the principle of materiality in international business and market enrich communities. Where relevant, we have adjusted controlled assets. The head of internal assessing what information to include conditions such as exchange rate and amounts and percentages for the audit and risk support reports to the After being reviewed by the audit in our integrated annual report. This interest rate movements; (c) changes in Listing information effects of foreign currency, as well audit committee and presents for its committee and board, the board report focuses particularly on those domestic and international regulatory Naspers has its primary listing on the as acquisitions and disposals. approval an objective-driven, approved the integrated annual issues, opportunities and challenges and legislative environments; JSE Limited’s stock exchange (JSE) Such adjustments (pro forma risk-based internal audit plan. Where report. The summarised that impact materially on the group (d) changes to domestic and (NPN.SJ) and a secondary listing on financial information) are quoted required, external parties, such as consolidated annual financial as well as on its ability to be a international operational, social, the A2X Exchange (NPN.AJ) in South in brackets after the equivalent forensic specialists or data-analytics statements were prepared in sustainable business that delivers economic and political conditions; Africa. It is the largest South African metrics reported under experts, support the internal audit accordance with IFRS and the value to key stakeholders, including (e) labour disruptions and industrial company on the JSE. It also has a level International Financial Reporting function. Other external assurance Companies Act, while the our shareholders. action; and (f) the effects of both 1 American Depository Receipt (ADR) Standards (IFRS). Refer to pages providers are enlisted as needed. In integrated annual report was current and future litigation. The programme listing on the London Stock 117 to 120 of the summarised our more regulated businesses (like prepared using the IIRC framework Forward-looking statements forward-looking statements contained Exchange (LSE: NPSN) and trades consolidated annual financial PayU), regulatory inspectors visit on and recommendations of King IV. This report contains forward-looking in the report speak only as of the date on an over-the-counter (OTC) basis in statements for a reconciliation of an ongoing periodic basis. In our opinion, the integrated the United States (US). International statements as defined in the United of the report. We are not under any these metrics with the equivalent States Private Securities Litigation annual report and annual financial investors are therefore able to buy amounts reported under IFRS. obligation to (and expressly disclaim The audit committee appoints the statements fairly reflect the and sell Naspers securities through Reform Act of 1995 concerning our any such obligation to) revise or Financial commentary and financial condition, results of external auditor, reviews the auditor’s financial position of the group at the OTC market on the LSE or JSE segmental reviews are prepared update any forward-looking independence annually and oversees 31 March 2020 and its operations (details on page 2) Naspers’s operations and businesses. These statements to reflect events or on an economic-interest basis forward-looking statements are subject the external audit. The committee for the year then ended. subsidiary, Prosus N.V. (formerly Myriad (which includes consolidated circumstances after the date of the makes recommendations to the board International Holdings N.V.), is listed to a number of risks and uncertainties, report or to reflect the occurrence of On behalf of the board subsidiaries and a proportionate many of which are beyond our control and assists the board in ensuring the on Euronext Amsterdam and also share of associated companies unanticipated events. We cannot give integrity of external reports. has bonds listed on Euronext Dublin. and all of which are based on our any assurance that forward-looking and joint ventures), unless current beliefs and expectations about Prosus also has ADRs which trade on otherwise stated. statements will prove correct and an OTC basis in the US. future events. Forward-looking investors are cautioned not to place statements are typically identified by Koos Bekker undue reliance on any forward-looking Chair Scope and boundary of reporting The legislation and frameworks the use of forward-looking terminology statements. Financial and non-financial reporting that inform our reporting such as “believes”, “expects”, “may”, This report extends beyond financial This integrated annual report was “will”, “could”, should”, “intends”, Assurance reporting. It reflects on non-financial prepared against local and global “estimates”, “plans”, “assumes” or Financial information extracted performance, opportunities, risks and standards, including: “anticipates”, or the negative thereof, from the audited Naspers Limited Bob van Dijk outcomes attributable to or associated or other variations thereon or consolidated annual financial Chief executive • Framework of the International comparable terminology, or by with key stakeholders who have a statements for the year ended Cape Town significant influence on our ability to Integrated Reporting Council (IIRC): discussions of strategy that involve 31 March 2020 in this report was 29 June 2020 create value. this principles-based approach risks and uncertainties. These audited by PricewaterhouseCoopers promotes the concept of the six forward-looking statements and other Inc. (PwC) (refer to page 99 for its It includes the financial performance capitals, which considers material statements contained in this report report). PwC also performed specific of Naspers and its subsidiaries, inputs and resources required to regarding matters that are not procedures on material non-financial joint ventures and associates historical facts involve predictions. (1) As identified in the framework of the create and sustain value in the long information in this report. In addition, International Integrated Reporting Council: (the group). The scope of reporting term. We describe key components No assurance can be given that such PwC performed limited assurance on financial, human, intellectual, manufacturing, on non-financial performance is of the Naspers value chain (business future results will be achieved. Actual our scope 1 and scope 2 carbon social and relationship and natural capitals. indicated in this report. Media24, model) that creates and sustains events or results may differ materially (2) The Institute of Directors in Southern Africa footprint (refer to page 69). South NPC (IoDSA) owns all copyright and a South African subsidiary, publishes value for our stakeholders. as a result of risks and uncertainties African broad-based black economic trademarks for King IV. 06 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Market leaders We are leaders in many markets Group overview where we operate. Our most significant are China, Russia, Central and Eastern Europe, Through Prosus, we focus on building global consumer internet businesses. We have North America, Latin America, India, Southeast Asia, Africa, investments in classifieds, food delivery, payments and fintech, education, health and and the Middle East. etail, as well as ventures, and social and internet platforms. We also have a leading media business, Media24, and a leading etail business, Takealot, in South Africa.

Ecommerce (global consumer internet portfolio) Classifieds Food Delivery Payments Etail Ventures Social and internet Media24 OLX Group and Fintech platforms

Revenue(1) Revenue(1) Revenue(1) Revenue(1) Revenue(1) Revenue(1) Revenue(1) US$1 299m US$751m US$428m US$1 756m US$99m US$17 189m US$272m up 37% up >100% up 21% up 19% up >100% up 21% down 6%

Trading profit(1) Trading loss(1) Trading loss(1) Trading loss(1) Trading loss(1) Trading profit(1) Trading profit(1) US$44m US$624m US$67m US$63m US$57m US$4 699m US$8m up >100% up >100% up 32% down 31% up 6% up 22% up >100%

Employees Employees Employees Employees Our Ventures arm partners with Prosus also holds investments Employees entrepreneurs to build leading in two listed internet technology companies, with the companies: Tencent (31%), 8 449 2 612 2 817 6 796 ambition to fuel the next wave China’s largest and most-used 3 242 of growth for the group. internet services platform, and Our brands, OLX and Avito, Our portfolio consists of PayU is one of the largest eMAG is an ecommerce Mail.ru Group (27.9%), the Media24 is Africa’s leading including 15 other brands, food-delivery businesses, online payment services leader in Central and leading internet company in print and digital media group hold leading market positions including iFood, Delivery platforms in the world, with Eastern Europe. Russian-speaking markets. with interests in digital media in more than 22 countries. Hero and Swiggy, that lead operations in 20 markets Takealot is South Africa’s and services, newspapers, in 38 markets globally. across Africa and the Middle leading etailer, with three magazines, ecommerce, East, Central and Eastern major businesses: Takealot. book publishing, print and Europe, India, Southeast Asia com, Superbalist and distribution. It publishes and Latin America. Included in Mr D Food. 14.8% some 30 magazines and this segment are the group’s 80 newspapers and reaches fintech and credit associates 43.8% more than 2 million average Remitly and ZestMoney. daily unique browsers, 23.9% generating almost 17 million average daily page views, Iyzico 88.7% 21.0% across its digital platforms. 98.8% 15.2% 21.0% 16.5% 100% 54.7% 79.2% 11.3% 100% 21.2% 72.4% 58.16% 82.0% 31.0% 84.4% 40.0% 98.8% 96.39% 12.2% 27.9% 85%

Read more on page 28 Read more on page 31 Read more on page 36 Read more on page 39 Read more on page 43 Read more on page 46 Read more on page 48 (1) Presented on an economic-interest basis. Growth in local currency excluding acquisitions and disposals. 07 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Responding to Covid-19 The Covid-19 pandemic has created unprecedented challenges and uncertainties for everyone around the world. The health and wellbeing of our people, their families and the communities we serve is our priority during this difficult time. In our response to the evolving situation we have ensured that we safeguard our people, maintain our ability to serve our customers, and protect our businesses for the long term.

This included the logistics to fly the Swiggy, for example, launched a Together, we are: equipment to South Africa and, in campaign to donate meals to persons conjunction with the South African in need in India. The public were also • focusing on the health government, the distribution to medical invited to donate to this campaign. of our employees and facilities across the country. The campaign donated approximately 35 000 meals per day, with a goal of Spotlight on India communities distributing approximately 500 000 In April 2020, Prosus, the global meals per day in the short term. consumer internet group of Naspers, • working hard to safeguard BYJU’S offered its learning platform donated 1 billion rupees to the Indian for free in India. South African President Cyril Ramaphosa receiving shipment of personal protective equipment at Takealot. customers, partners and Prime Minister’s Citizen Assistance and businesses, and Relief in Emergency Situations Fund Our approach (PM CARES Fund) created by Prime The group has a crisis response For employees in majority or wholly however, we have seen user traffic, • leveraging our strong Minister Narendra Modi. Donations protocol to ensure that serious owned companies, we introduced an particularly buyers, increase activity on financial position to are used to alleviate directly the situations can be recognised early employee assistance programme our platforms in May. In India, the key suffering of those affected by the and addressed in a coordinated (EAP) in 36 countries. It allows our impact has come from the closure of navigate uncertain times. Covid-19 crisis and to aid the manner. We implemented the protocol people to access trained counsellors retail car inspection centres and the emergency response. globally and locally in response to by phone in their local language, in countrywide lockdown implemented Covid-19, including assessing the order to provide confidential and on 24 March. Many other markets Prosus is also working closely with the potential impact on our people and personal support. have faced widespread car inspection companies it partners with to support the businesses we operate and invest centre closures, notably Indonesia, measures designed to help Indians The impact so far Supporting communities in. We assessed key business risks Pakistan, Chile, Colombia and affected by the situation. These As the pandemic evolves, its impact Globally and at a local level we have and put in place mitigation plans. Argentina. been endeavouring to support the companies have created a variety of on the world will inevitably change. communities we live and work in so innovative initiatives to benefit their What we’ve been doing Here we give an overview of the Other impacts reported from Covid-19 that together we can tackle the customers and communities. Our primary objective has been to impact as at 25 May 2020 across include users avoiding in-person challenges of the pandemic and prioritise the health and wellbeing of key businesses. meet-ups; consumers postponing our employees. In February 2020 we large purchases, such as cars and emerge stronger in the long term. Classifieds (OLX Group) restricted business travel and property; professional sellers Through May 2020, we were still Spotlight on South Africa implemented a work-from-home policy, demonstrating a reduced appetite to learning the impact that Covid-19 is In April 2020 we donated R1.5bn in in many cases before it was mandated pay for listings due to lower business having on our customers and our emergency aid to the government’s by the relevant governments. Some of activity; and economic shutdowns business. response to the Covid-19 crisis. This “This gesture by our teams are required to attend their negatively affecting recruitment comprised R500m to the Solidarity Prosus will have place of work, because their jobs In our biggest business, Avito, user activity in our jobs categories. Response Fund announced by involve providing an essential service activity and revenue started to come President Cyril Ramaphosa, and R1bn a positive impact to our customers, for example etail under pressure in late March, as of personal protective equipment and warehouse workers and food-delivery Russia felt the effect on its population other medical supplies, which we on many lives. It will drivers. We implemented a variety of and imposed restrictions in major sourced in China, in partnership with sharpen our fight measures for these teams designed to cities. Other large businesses, such the Chinese government and Tencent, safeguard both them and our as Poland and Brazil, experienced to support South Africa’s health against Covid-19.” customers as we deliver the products significant declines in user metrics workers. and services they need. in March and April with government Tweet by Indian Prime Minister Modi lockdowns of many communities, 08 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Based on publicly available Tencent Mail.ru Responding to Covid-19 continued information, Delivery Hero’s business China’s economy was deeply affected Russia has taken measures to combat appears to be growing in line with by the Covid-19 outbreak in the first the outbreak by shutting borders, historical trends across most markets. quarter of 2020. According to data limiting air travel, closing schools, The one notable exception is the from the National Bureau of Statistics, imposing non-working periods to Middle East and North Africa region retail sales fell 20.5% over January and contain the spread of Covid-19 and where government-imposed curfews February versus the same period in has also launched a large economic depressed dinner sales. 2019, industrial output was down 13.5% stimulus package. and fixed asset investment fell by Payments and Fintech Mail.ru was quick to act. Most staff nearly 25%. During the stay-at-home In March, we faced lockdowns members are working remotely, with period, consumption in online services across almost all PayU’s countries. fewer than 100 essential staff and digital entertainment surged, Segments such as travel and airlines continuing to work in offices. All IT while offline industries increasingly have been severely affected, while systems can be fully controlled embraced digital upgrades. others such as ecommerce and remotely. To protect employees who grocery deliveries have been very Tencent has responded to the do have to work in the office, the resilient, if not growing, due to Covid-19 pandemic by establishing a group is disinfecting all buildings on consumers shifting their spend RMB1.5bn emergency fund and an hourly basis and is reimbursing online. In aggregate, the business offered relief support and, through taxi fares for the commute to and appears resilient. leveraging its cloud technology from the office. expertise, is assisting pandemic- Ventures Media related medical research. It has The edtech businesses in Ventures Media24 continued to keep the public worked to update the public with news have been responding to the informed while taking the necessary on the pandemic. Also, to provide significant rise in demand for online measures to keep employees safe healthcare services, businesses and learning that has resulted from and healthy. The company educational establishments with pandemic-driven lockdowns around implemented its business continuity access to remote working and the world. The Ventures team has also plans and was able to serve record collaboration tools. Funding has been been actively supporting earlier-stage, digital audiences and produce provided for medical supplies minority investment companies as they newspapers and magazines with procurement, financial support for We are taking proactive action to opportunity to expand our product tackle the ongoing impact of the almost all office-bound staff working frontline workers, patients and their mitigate the operational risk from the offerings to help our customers. Covid-19 pandemic on their from home. Additional safety families, and contributions made to virus, including, but not limited to We will continue to assess Covid-19 businesses. measures were implemented for our research funding for medical treatment expanding pay-and-ship features, impacts on our outlook and will journalists working in the field, as well eMAG and public health to help fight the temporarily providing relief on fees to respond accordingly to protect our as for logistics and warehousing staff Until the end of March, the Covid-19 pandemic. dealers and brokers, temporarily employees, our customers and responsible for servicing the crisis boosted eMAG’s sales as extending payment terms to assist key our businesses. In addition, Tencent has launched a distribution of our printed publications consumer purchasing shifted from customers with cash flow, launching US$100m Global Anti-Pandemic Fund and processing ecommerce fulfilment Food Delivery offline to online. Surges in demand in self-inspection and video capabilities, to support international efforts against orders for clients as allowed under The effects of the Covid-19 virus on the categories such as grocery, health and and overall, increasing communication Covid-19. The fund is focusing on the regulations. food-delivery industry vary significantly home exercise equipment more than to build trust with customers sourcing and donation of medical by country, largely due to differences offset drops in demand in fashion and Print circulation and advertising and clients. supplies, such as personal protective in governments’ responses to the other categories. eMAG has adapted revenues dropped significantly. Digital equipment (PPE) and other essential We have also taken proactive crisis. In Brazil, where food-delivery quickly to the situation, introducing media audiences, on the other hand, products, for hospitals and frontline short-term financial risk mitigation companies are deemed essential contactless delivery to keep increased sharply against the prior healthcare workers. measures, including the halt of services, iFood exceeded its order employees and customers safe and year and digital advertising also held discretionary spending such as target in March. In India, Swiggy changing its product mix to match Financially Tencent has shown its own. marketing, consulting and events, struggled under a 21-day national consumer demand. resilience in the first quarter of 2020 renegotiating rates and payment lockdown. Although Swiggy had with its diversified business model. Takealot terms with service providers and permission to do business at the Further information is available on Government policies associated with restricting hiring to essential positions national level, some municipalities its website www.tencent.com. only. All travel has also been enforced harsher restrictions at the South Africa’s initial 21-day lockdown suspended to protect our employees. local level and the general disruption temporarily affected Takealot’s to society created challenges for both businesses. Superbalist and Mr D were As the situation unfolds, the longer- supply, for example labour shortages shut down completely for the duration term implications on our business will as migrant workers return to their of the initial lockdown. Takealot become more clear. home villages, and demand, for continued to operate but was We believe the coming year will be example high-income consumers restricted to selling ‘essential’ goods. impacted, however, we have seen the substituting in-home meals for early signs of recovery in our key delivery meals. markets and have identified areas of 09 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Chair’s review We have a history of rapidly adapting to change. Also some resilience. These qualities were required this year. As before, we tried to create value by improving people’s lives around the world.

You would have noted the successful Investing in South Africa PROPOSED listing of our international assets on Our commitment to South Africa is DIVIDEND Euronext Amsterdam . In Prosus we expanded via our ongoing investment now have a top 10 global consumer in our businesses. Also via our internet company – a leader with a initiatives Naspers Labs and Naspers growth strategy, distinctive strengths Foundry. More information on these across core segments and the exciting programmes can be found on 580 know-how to excel further. pages 71 and 72. We also continue to South African cents contribute significantly in terms of tax: A big challenge has been Covid-19. in total, Naspers group paid R13.2bn We have responded as quickly as we in taxes in South Africa during the year. could to the pandemic, in line with crisis management protocol. On Working as one Koos Bekker pages 7 and 8 we outline our Across our wide-ranging businesses, Chair approach and the impact so far. we share the same entrepreneurial How long the effects of the pandemic spirit and pride in performance. This will linger is not yet clear. culture reflects our purpose and is key Ensuring good governance The board’s audit and risk committees to our employees’ engagement and Creating sustainable value We are committed to good also monitor our compliance with the “At heart, we are productivity. We continue to transform our group. governance. As a multinational group, listings requirements of JSE Limited entrepreneurs who That includes investing in new and People are fundamental to our growth our risks differ depending on local (JSE), the London Stock Exchange (LSE) existing businesses and creating and success. Their commitment and jurisdictions, market dynamics, culture and Euronext Dublin. want to make a innovative technology-enabled contributions make the difference. and opportunities. We try to manage We continually evaluate areas where positive impact products and services. This ongoing On behalf of the board I thank all all these risks as best we can. More governance can be improved. This is growth and evolution flow from our our people. information appears in our risk detailed in our application of King IV on the world.” focus on backing entrepreneurs, management section on pages 51 to Bob van Dijk and his team in the governance frameworks of technology and business concepts that 56. We aim to conduct the group’s implemented our strategy with Naspers and Media24 in the full meet fundamental human needs. business with integrity, applying enterprise and skill. Well done to online governance report. appropriate corporate governance We aim to create sustainable value for the team! policies and principles. Where The board is informed of subsidiary our different stakeholders. This value is Board members provided valuable Naspers subsidiaries are governed by activities via a disciplined reporting measured across six capitals: financial, guidance and support during the year independent boards of directors, structure. Strategies and business human, intellectual, manufacturing, – an unusually active one in terms of these apply suitable governance plans for financial and non-financial social and relationship, and natural. meetings and decisions. practices and their committees are elements of operations are regularly We also support the United Nations’ mandated to comply with relevant reviewed. Part of management’s We also recognise the contributions Sustainable Development Goals (UN requirements. Naspers has a legal remuneration is based on of our many partners and suppliers. SDGs). Throughout this report we compliance programme, detailed on performance against financial and Also, the goodwill of governments highlight some examples of our impact page 82. operational targets, as well as against and regulatory bodies in against these SDGs. strategic objectives. numerous countries. 10 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Dividend The dividend will be declared from continued Chair’s review (All figures in South African cents income reserves. It will be subject to Focusing on unless stated otherwise) the dividend tax rate of 20%, yielding a net dividend of 464 cents per listed sustainability The board recommends that the Over the past 12 months we have Board changes Effective 24 April 2020, Ben van der annual gross dividend of 580 cents N ordinary share and 92.8 cents per unlisted A ordinary share to those worked to understand our impact With effect from 1 April 2020, Naspers’s Ross, independent non-executive (2019: 715 cents) per listed N ordinary through the various businesses independent non-executive director director, stepped down from the audit share, and 116 cents (2019: 143 cents) shareholders not exempt from paying dividend tax. Dividend tax will be we operate. Our sustainability and lead independent director, Fred and risk committees and was per unlisted A ordinary share be approach fully supports our Phaswana, retired from the board. appointed to the Naspers social, declared. In determining the proposed 116 cents per listed N ordinary share and 23.2 cents per unlisted A business strategy. We have Hendrik du Toit, an independent ethics and sustainability committee. N ordinary share dividend, the board focused our value creation on non-executive director, was appointed The board thanks Ben for his valuable considered that shareholders who ordinary share. The issued ordinary share capital at 29 June 2020 was those SDGs where we can have lead independent director with effect contribution so far. held listed N ordinary shares last year the greatest material impact. To from that date. at the time of the listing of Prosus, 435 511 058 N ordinary shares and In accordance with the company’s 961 193 A ordinary shares. The learn more about our approach, Fred Phaswana has served on the memorandum of incorporation, one would have received shares in Prosus please see page 59. or additional shares in Naspers company’s income tax reference Naspers board since October 2003. third of non-executive directors retire number is 9550138714. He has served as lead independent annually and reappointment is not Limited, which, if they continue to hold director since April 2015 and was automatic. Emilie Choi, Don Eriksson, those shares would entitle them to Looking ahead a director of various other Rachel Jafta and Mark Sorour retire receive either an additional Prosus In the financial year ahead we will no group structures. by rotation at the annual general dividend of 11 euro cents (South doubt face challenges like the meeting. Being eligible, they offer African rand equivalent to be lingering effects of the Covid-19 He was also a member of the themselves for re-election. determined at time of payment, pandemic. We will navigate these as Naspers human resources and currently 213 South African cents, best as we can. Hopefully, new remuneration, and nomination At this meeting, shareholders will be based on exchange rate at 26 June opportunities will also open up. committees. asked to consider the re-election of 2020) per share, or dividends on their these directors (see notice of annual On behalf of the board, I thank all The board thanks Fred warmly for his additional Naspers N ordinary shares general meeting on page 122). contributors. We look forward to commitment to the group over many received. The combined Naspers and Prosus dividend represents an continued growth and success as a years. His insights and unique Don Eriksson, Rachel Jafta and global consumer internet company contributions were highly valued and Manisha Girotra are members of increase of approximately 10% on the prior year Naspers dividend per dedicated to improving people’s lives will be missed. the audit committee. The board around the world. recommends to shareholders that share. Furthermore, Manisha Girotra was they be reappointed to this appointed as an independent If confirmed by shareholders at the committee and Steve Pacak be non-executive director on 1 October annual general meeting on 21 August appointed. This is a demanding 2019. She also serves as a member of 2020, dividends will be payable to committee of any board. the audit committee. Confirmation of shareholders recorded in the books Koos Bekker her appointment will be sought at the In compliance with the Companies on Friday 27 November 2020 and Chair paid on Monday 30 November 2020. annual general meeting. Act, shareholders will be asked to 29 June 2020 consider these proposals at the The last date to trade cum dividend As announced on 29 April 2020, Ying annual general meeting. Please see will be on Tuesday 24 November 2020 Xu was appointed as an independent directors’ curricula vitae on pages 76 (shares trade ex-dividend from non-executive director of Naspers with and 77. Wednesday 25 November 2020). effect from 26 June 2020. Confirmation Share certificates may not be of her appointment will be sought at dematerialised or rematerialised the annual general meeting on between Wednesday 25 November 21 August 2020. 2020 and Friday 27 November 2020, both dates inclusive. 11 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

A truly transformational year Remaining deeply committed PROSUS IS A TOP 10 GLOBAL CONSUMER INTERNET COMPANY Towards the end of the past financial to South Africa Chief executive’s year, we reached a milestone in our Following the listing of Prosus, Naspers Market cap (US$’bn) ongoing journey. With the unbundling remains the largest South African 1 000 of MultiChoice Group, which unlocked company listed on the JSE Limited’s 900 approximately US$4bn of value for our stock exchange (JSE), and we remain 800 shareholders, we created a 100% deeply committed to the country. 100010001000 MarketMarketMarket100010001000 cap capcapMarket1000Market 10001000( ( US$bn(US$bnUS$bn Marketcap Marketcap))) ( US$bn(US$bn cap cap )( )(US$bn)US$bnUS$bn))) review 900 700900900 900900 900 900 900 global consumer internet company. But We are one of the foremost investors900 800800800 600800800800 800800800 in many ways, this was only the in the South African technology sector.700700 700700700 700700700 700 500 beginning. In Takealot we have the country’s 600600600 600600600 600600600 400 leading etailer and in Media24, its 500500500 500500500 500500500 This year we continued to move leading print and digital media 400400400 300400400400 400400400 forward. We have executed on highly business. In October 2018 at the 300300300 300300300 300300300 value-accretive merger and acquisition 200 inaugural South Africa Investment 200200200 200200200 200200200 (M&A) transactions in a disciplined 100 Conference, we undertook to inject 100100100 100100100 100100100 manner which has allowed us to 00 000 000 a further R3.2bn into our existing South0 0 accelerate growth in our core African businesses. Moreover, through th thth th th Source:Source: Bloomberg, Bloomberg,Source: Source:Price PriceSource: as as Bloomberg,Bloomberg,of ofBloomberg, 26 th26thNovemberSource:NovemberSource:Source: PricePrice Price Bloomberg, asas Bloomberg,2019Bloomberg, as2019 ofof of2626 26Novemberth NovemberPrice NovemberPrice Price as as asof 2019of 2019of26 201926 26NovemberthNovemberNovember 2019 2019 2019 segments. These transactions have Source: Bloomberg, Price as of 26 November 2019 3 3 33 3 3 33 Naspers Foundry we aim to invest 3 helped to fuel continued high growth R1.4bn in the next generation of across our core segments: Classifieds, outstanding South African tech Unbundling of In January 2020, we sold 22 million Payments and Fintech, and Food MultiChoice Group start-ups in the coming years. And shares in Prosus, representing Delivery. We successfully listed our unlocked Naspers Labs is pioneering an approximately 1.4% of the issued international internet assets on Euronext approximately innovative hyper-local programme to Prosus N ordinary shares for gross Amsterdam, creating our new company, tackle youth unemployment across the proceeds of €1.5bn (US$1.64bn). Prosus, as the home for these assets. country. You will find more on these This is an exciting step opening up fresh The sale was effected through an social initiatives on pages 71 and 72 opportunities to create long-term accelerated bookbuild offering to of this report. US$4bn institutional investors. Following the sustainable value. of value for our shareholders disposal, Prosus was 72.49% owned by Creating a top 10 global consumer Naspers with a free float of 27.51%. internet company Prosus has firmly established itself “The listing of Prosus All proceeds of the disposal received as a top 10 global consumer internet presents a new by Naspers, net of expenses and company. Our US$100bn valuation is costs, were repatriated to South Africa on a par with some of the largest opportunity for global and were used to return capital to internet players in the world. Naspers shareholders in the form of a investors to access share repurchase programme. our unique portfolio of high-growth international internet Bob van Dijk Chief executive assets.” Key events through the year

Apr May Jun Jul Aug Sep

OLX Group contributed Sulit and Takealot launches 25 pick-up PayU acquires Iyzico, a digital PayU acquires digital payments Remitly, the online international US$81m investment in Meesho as US$1.8m investment in Prosus lists on Euronext cash with an aggregate value of points across South Africa. payment services provider in company Wibmo for US$66m. money transfer service, announces part of a US$125m fund raise. DappRadar, the leading global Amsterdam creating Europe’s US$56m for an investment in Turkey, by contributing its Turkish US$220m financing, accelerating Meesho is India’s largest social platform for discovering and largest listed consumer internet Carousell, one of Asia’s largest businesses and cash for an Phuthi Mahanyele-Dabengwa international growth. commerce platform, which analysing blockchain-based company. and fastest-growing classifieds aggregate value of US$199m. appointed as CEO, South Africa. enables individuals to start an decentralised applications. marketplaces. Further investment in Brainly to online business with zero Naspers Foundry invests R30m in Investment in Dott, the European fund US expansion. investment. R1m donated in support of flood 25 online cleaning services company, micromobility company. disaster relief and recovery efforts SweepSouth. MakeMyTrip and Trip.com in Durban and the wider PayU expands into Southeast Asia (previously Ctrip) share exchange, KwaZulu-Natal coastal area in through a majority stake in resulting in a gain of US$599m. South Africa. Red Dot for US$48m. US$1.8m 12 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

1 July 2020. In April 2020, Emerging lead and grow faster than the market Chief executive’s review continued Markets Property Group (EMPG), a in the payment service provider (PSP) property portal group, and OLX Group segment. PayU is also expanding its announced their merger in Pakistan, ecosystem as it moves into credit. Egypt, Lebanon and the UAE. OLX India was the standout performer Leading around the world Meeting our targets Group will become EMPG’s largest where we continued to drive growth Our companies lead in 77 markets We met all our financial targets for the single shareholder, owning 39% of by scaling credit. PayU has around the world, and we are year, including revenues of US$5.36bn the company. accelerated its capabilities in India by improving the daily lives of more than (excluding Tencent) – organic revenue acquiring PaySense. We completed Forging ahead with Food Delivery 1.5bn users globally. OLX Group is a growth year on year (YoY) of 29%. the acquisition of a majority stake in Food Delivery had a strong year, global leader in online classifieds with Core headline earnings were Red Dot Payments to expand our meeting all financial goals and over 300 million monthly users across US$2.86bn (including Tencent). presence across the Southeast Asian exceeding targets on operational 22 markets. PayU is processing more Excluding Tencent was negative market and the acquisition of Iyzico to metrics. The segment doubled than US$30bn in transactions annually. US$1.31bn and free cash outflow strengthen our position in Turkey’s high- revenues and increased orders at an In just over two years, we have built a was US$383m. growth ecommerce market. food-delivery segment that is even faster pace while delivering Continuing to grow in Classifieds changing the way people eat around rapid first-party (1P) expansion in both Performing well in etail An enduring strategy In Classifieds, we continued to focus the world. Our Ventures arm continues iFood and Delivery Hero. Improving Our etail businesses also had a on constantly improving the customer At the heart of our success, we have a to explore and invest in the next wave underlying unit economics and falling good year, delivering to plan with experience and extended our differentiated strategy which is proven and of growth for the group. And as the customer-acquisition costs are driving organic revenue growth of 19%, leadership in the largest and most remains appropriate for the future: largest shareholder of Tencent, we operating leverage in iFood, which excluding FX and M&A (US$1.76bn established markets while growing top benefit significantly from its continued doubled revenue versus last year. In revenues) and organic trading loss • We partner with local entrepreneurs to build and bottom line at a healthy pace. progress and our long-standing the sizeable Indian market, Swiggy improvement of 31%. global technology leaders. The Classifieds team moved decisively performed well in the face of strong partnership with the team. Investing in the next wave • We operate at the intersection of and fast to expand the classifieds competition. Our investment in food through Ventures high-growth markets and technology to Driving to profitability ecosystem with the transaction model. delivery increased by US$364m Through Ventures, we continue to address big societal needs at scale. Our businesses continue to scale and Frontier Car Group exceeded volume during the year. We explored and explore and invest in the next wave of • We aim to build sustainable leadership are well on their way to driving trading growth plans and we are now a were ultimately not successful in growth for the group. Our core Food positions – this simple goal is the key to profit margins to industry levels. majority shareholder. OLX CashMyCar bidding for Just Eat. We emerged Delivery segment graduated from reaching scale and profitability. Most of our We will focus on maintaining this also grew fast in India and increased from the process even more Ventures last year and this year we platforms are leaders in their markets. strong execution – continuing to grow its focus on delivering a compelling convinced that there is still significant focused on several key areas. We revenue and increase scale, driving end-to-end consumer proposition. value to be unlocked globally and we increased our participation in the more sales through our platforms. Classifieds delivered strong financials plan to allocate meaningful capital to sizeable Indian market with several “We look for the right entrepreneurs with We have several profitable businesses with organic topline growth of 37%, the right M&A opportunities and investments in uniquely local business the right plans and ambitions. And when in the group and they delivered a excluding impact of FX and M&A existing investments. combined US$475m in trading profit. (revenues of US$1.3bn) and organic models, including tech-enabled logistics we find them, we fund and support them. trading profit of US$44m (excluding Making strong progress in platform ElasticRun and app-based That’s what we’ve always done, and we FX and M&A impact). letgo and Payments and Fintech social selling platform Meesho. We continually look for more opportunities.” OfferUp combined their respective US PayU made strong progress in India, continued to support our investees in marketplaces, with OLX Group owning where we grew our revenue by 21% the educational technology (edtech) 40% of the combined entity. This (excluding FX and M&A) and space. We are also expanding our transaction received regulatory exceeded our financial and geographic footprint, for example in approval and is expected to close operational metrics. PayU continues to Southeast Asia.

Oct Dec Jan Feb Mar

eMAG continues its international Proposed initial cash offer Merger of LazyPay, PayU’s Lapse of Prosus’s offer for Just Eat. Swiggy raises US$113m from OLX Brazil acquires Grupo ZAP OfferUp and letgo combine US expansion following the approval for Just Eat. consumer-lending business, with existing investors led by Prosus for US$650m and strengthens its marketplaces. OLX Group to own of its merger with Extreme Digital PaySense, one of India’s Naspers announces sale of investing US$100m. position in the real estate segment 40% of the combined entity. in Hungary. US$30m investment in ElasticRun, fastest-growing digital credit 22 million Prosus shares to in the country. innovative tech-enabled logistics platforms, to create a new increase the free float from 26.2% PayU invests in Fisdom, network in India utilising local digital-lending leader in India. by 1.35%. Naspers commits R1.5bn to a high-growth consumer kirana stores. support the South African wealthtech platform in India. Invested US$320m in cash and government’s response to the Manisha Girotra appointed as contributed a portion of its Covid-19 pandemic. independent non-executive investment in subsidiaries India US$100m director. Used Car Group B.V. and Poland Used Car Group B.V. for an additional interest in Frontier Car Group (FCG). 13 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Scaling up artificial intelligence While there is considerable uncertainty We will invest more in building our Chief executive’s review continued and machine learning ahead, as a group, we face the AI and ML capabilities for strategic Performance highlights We made significant progress in challenge from a position of relative advantage – accelerating the scaling up our capabilities and focus financial strength. All of the group’s adoption of AI by design and • Improved performance around artificial intelligence (AI) and businesses have continuity plans in significantly increasing the number of across core segments: machine learning (ML) through the place and while the challenges of ML modules in production across the year. The amount of AI and ML talent Covid-19 will vary by sector and group. Aided by AI and ML, we will Classifieds, Payments and and upskilling across the group has geography, we believe we have the adopt and drive a data-first approach Fintech, and Food Delivery. increased significantly as have the teams, the resources and the in and across segments. Refer to number of initiatives. We see this as a experience required to navigate them pages 63 and 64 for more information. • Enhanced AI/ML key priority and are concentrating on successfully while also continuing to We will continue to act as a capabilities, with deep embedding AI and ML throughout the seek out new opportunities. Before responsible corporate citizen. This group’s activities and culture. Covid-19, we were coming towards the integration across daily includes developing a plan to reduce end of a truly transformative year, with operations throughout Championing diversity our carbon emissions. It also includes strength in operations right across the and inclusion focusing on the wellbeing of our users the group. group, buoyed by the increasing shift Through the year we ramped up our and engaging with policy makers to to online across our markets. focus on diversity and inclusion, with help shape the regulatory agenda. particular focus on gender diversity, an Notwithstanding the challenges of Looking forward, our journey remains issue that many consumer tech firms Covid-19 we are seeing signs that the unchanged, but we see great grapple with. We are by nature a very pandemic is actually accelerating the opportunities to do and deliver more diverse group, with many different move to online in many of our sectors. – create more value as we continue businesses striving to improve the lives We believe we can emerge from this to focus on building leading global of many millions of different people period well-placed to continue to consumer internet businesses that Doing things differently around the world. We are focusing on deliver long-term growth. improve people’s lives. making sure that we provide a Across the group we have a distinctive approach: Looking forward meaningful place to work for all kinds Building on this year’s transformation • We are active participants in our investments of people and that we truly reflect and strong performance, our primary and operations – we believe that to be and, in turn, can best serve the diverse focus remains to accelerate our core successful, you have to bring much more than world we all live in. Bob van Dijk just money. segments to scale, developing each Chief executive Responding to Covid-19 into multibillion-dollar businesses, while • We are focused – we invest in areas that we As we closed out the year, the world continuing to explore and cultivate the 29 June 2020 know and where we can make a difference was brought to its knees by Covid-19, next wave of growth. based on deep industry insights. a pandemic that has touched every Strong underlying market dynamics corner of the planet and continues to • We are long-term orientated – we look to underpin our long-term structural do so. Our response was fast, with our build sustainable businesses, rather than growth. Capitalising on these dynamics, presence in Asia providing an early driving for short-term liquidity events or we are focused on driving core view of what was to come. From the paper-value increases. segments to sustainable profitability start, we have prioritised the health • We are disciplined – we play to win, but while outgrowing the market, and and wellbeing of our people and their progressively grow our capital commitments pursuing selective M&A to lead the families. Our leadership teams as we learn and scale. global consolidation of segments and reacted quickly to safeguard our find the next-generation models. • We are responsible – we take responsibility people, to maintain our ability to safely for all stakeholders and our customers in serve our customers wherever In Classifieds, we aim to deliver particular. possible, and to protect our superior customer value by businesses for the long term. We also accelerating expansions from take seriously our responsibility to buy-and-sell platforms to transaction- “We partner with local entrepreneurs who support the communities we serve, centred ecosystems, with cars being a use technology to address big societal and we have taken action at both a key driver. In Food Delivery, we aim to needs. They help people connect with group level and at a local company sustain strong growth by investing in each other, buy and sell with ease, quickly level throughout the pandemic. 1P, virtual kitchens and private labels, “We never sit still – and realising scale benefits through order their favourite food, pay for the We have used our technological we actively seek new improved operating leverage. In things they need, educate themselves, expertise, global networks and Payments and Fintech, we aim to build resources to contribute to the response opportunities to build and more.” and expand our ecosystem by driving to Covid-19 in many countries. More growth in credit. for the long term. detail on this is provided on pages 7 and 8. It’s what keeps us moving forward.” 14 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Backing local, building global …

Investing and operating in around 80 countries We look around the enables us to facilitate global collaboration and world for driven local idea sharing between our partner companies. entrepreneurs with notable Our global perspective is reinforced with teams on the ground in all our key regions: Latin tech-enabled businesses America, Asia, Europe and South Africa. and we help them build Our companies have leadership positions global leaders that change in 77 markets and we are improving the people’s lives for the better. lives of more than

We know that good ideas can be found all over the world, so we hunt globally for local entrepreneurs who are using technology to make everyday life better for the people 1.5bn and communities they understand best. users globally We believe that people’s everyday needs are often universal and our global reach means we can spot opportunities for the local companies we partner with to fast-track their expansion to other markets. 15 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Building long-term partnerships …

Our partnership approach fosters We build long-term long-term relationships and partnerships with responsible growth. We have a long horizon for our investments: we invest the companies we off our balance sheet rather than via invest in, to help them a fund, so we are not limited by exit deadlines and we are not short-term reach their potential profit seekers. We have the financial capacity to invest across the life cycle and to create the of the companies we partner with, so most value for our we can fully support them from early stage through to maturity and scale. stakeholders. We are disciplined in how we allocate capital and we do so based on growth We pick our partners carefully and plans and progress against those plans spend a lot of time and energy which we review together regularly. making sure we’re right for each other. When we decide to invest, we do so strategically and energetically – bringing much more than just money to the companies we invest in. We are both an operator and an investor We work in partnership with our founders and their teams, providing Operator Investor advice and expert resources to help them successfully scale their business Benefit from operations Unparalleled access to for long-term growth. All our partner in local markets investment opportunities companies have access to the wider Empower entrepreneurial Uniquely positioned for group resources and teams with and seasoned talent global buy-and-builds expertise in key areas such as artificial intelligence (AI) and machine learning Ability to drive organic Ability to fund at every stage (ML), talent acquisition, intellectual and inorganic growth with long-term horizon property (IP) protection, legal and regulatory matters, finance, Early views on new Proprietary insights on communications and product emerging models value-creation opportunities marketing. 16 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Building positive impact around the world …

In classifieds, we are helping to promote From offering services and increase conscious consumerism. that help people improve Our payments and fintech businesses are pioneering a world without financial their lives to honouring borders. Our food-delivery businesses are our commitments as revolutionising the way we eat. Our edtech businesses are bringing more and better a responsible global learning to people around the world. consumer tech company We understand the positive impact that locally built businesses can deliver through – we are committed to the jobs they create, the products and services they provide, the taxes they building positive impact pay, and the wider economic and around the world. societal ecosystem that they support. We are committed to the local markets and We aim to make everyday life better for the communities in which we invest and operate. millions of people and communities that our We are a responsible business and we companies serve. The companies we invest take our responsibilities seriously. We aim in and operate in currently help to improve to build businesses that can stand the test the daily lives of around 1.5bn people of time and we work hard to make a through the innovative and popular positive contribution to the world. services they provide.

Building positive impact around the world

In classifieds, we are helping Our payments and fintech Our food-delivery businesses Our edtech businesses are to promote and increase businesses are pioneering a are revolutionising the way bringing more and better learning conscious consumerism. world without financial borders. we eat. to people around the world. 17 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Delivering sustainable value throughout the year Input How we add value The value we create Group Our business model We pursue growth by building leading companies contribution that empower people and enrich communities. to SDGs In line with best practice We align our Financial funds and assets We deliver long-term value creation for integrated reporting, used to invest and develop shareholder value through to the UN our operations. disciplined capital allocation and Sustainable we report on the six robust financial performance. What we do Development capitals that together Goals. provide a true picture of Read more Skills owned by our employees. We create a working place on page 59 value across the group: We partner with with a fair and inclusive culture financial capital, human entrepreneurs and development opportunities capital, manufactured for all our employees. ild ecosyste capital, intellectual capital, Bu m We create sustainable We build businesses social and relationship All investments in facilities and leadership positions with broad potential We provide innovative technologies across the group. platforms and services capital, and natural capital. to customers globally.

O Global trends p t e s As we enter a new decade, we see three r e a T key trends shaping our world: Ideas, source code, domains, te Through our intellectual • The ongoing rise of Asia and other know-how and knowledge property, we drive change and growth markets. we create, own and protect. innovation within the industry. • Technology entering a deployment phase. We focus on high- We address big • The growing importance of responsible Relationships we build with growth markets societal needs We treat our partners fairly tech for the good of society. customers, communities and and drive high social value trade organisations. in our operations. Read more on pages 19 to 21

Stakeholders’ views Operating model We listen to our stakeholders. By engaging with them and understanding Natural resources we have We seek to minimise our an impact on, such as energy, impact on the environment and their perspective, we allow feedback on Global Local water and climate. Investor Operator to play our part in addressing our strategy and performance and align our outlook entrepreneurs future operations to answer their legitimate issues, including climate change needs and interests. and the responsible use of natural resources. Read more on pages 22 to 24 Underpinned by our active capital allocation and strategy We ensure we optimise our portfolio for growth and competitiveness.

Read more on page 25 18 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Value creation this year We create value for key stakeholders through our business model, drawing on our pool of six capitals and in line with the UN Sustainable Development Goals (SDGs). In this section we highlight the value we created this year for our different stakeholders.

Financial Our products For society Our people Environment

REVENUE(1) iFood built its own 1P capabilities. PayU pioneering credit for underbanked ALL EMISSIONS Own delivery now accounts for people in India: started building inhouse credit business two years ago, scaled to 32 190 tCO2e US$ m total tonnes of CO e, with electricity 1 104 2 US$22.1bn in salaries, wages and employee benefits. the highest contributor of total measured % scope 1 and scope 2 emissions at 75%. (US$’m) 30 Plan to measure scope 3 in 2021. orders in Brazil. US$ m 2020 22 136 12 monthly loans (Dec 2019). 2019 18 990 Naspers Foundry will aim to invest 12 000 240 000 monthly active users hours of online TRADING PROFIT(1) US$ bn on MyAcademy. learning over the US$21m 37.9 investment in Dott, making it easy processed payments transactions. past year. R1.4bn to share dockless electrical scooters. in the next generation of outstanding US$3.7bn technology start-ups in the coming years. (US$’m) iFood launched Loop to provide quality affordable lunches at about 2020 3 725 iFood 2019 3 304 introduced 2 4 000 cutlery options. patent allowances obtained by people around the world have undertaken OLX from the US Patent Office. US$3 the AI For Everyone programme. One patent falls within the key Currently in 540 cities in Brazil. area of trust and safety. Total investment in better education for more NUMBER OF EMPLOYEES(1) Equivalent of people: Ventures invested over (2) 2020 25 527 966 000 tonnes CO e saved R13.2bn 2019 20 196 2 direct, indirect and by Classifieds across induced taxes paid. US$560m four key products. in five education businesses.

(1) Presented on an economic-interest basis and from continuing operations. (2) For the period 1 January 2019 to 31 December 2019. 19 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

The world around us The world as 100 people over the past two centuries: The Covid-19 pandemic creates unprecedented EXTREME POVERTY BASIC EDUCATION 6 90 83 14 challenges and uncertainties for all of us in the not living in not living have not have not extreme in attained any attained any immediate term. Yet the long-term prospects for the poverty extreme education education world around us remain positive, not least because poverty of the progress and potential of technology to change people’s lives for the better. The overarching trend of 94 10 living in living in 17 86 the world is to move online and that’s where we focus. extreme extreme have basic have basic poverty poverty education education or more or more

Changing for the better Current challenges and uncertainties 1820 1860 1900 1940 1980 2015 1820 1860 1900 1940 1980 2015 Over recent decades, the world notwithstanding, in many ways the has gone through a huge world has never been better (as the transformation, including the rise adjacent table demonstrates). With LITERACY VACCINATION AGAINST DIPHTHERIA, PERTUSSIS of the developing world and a this in mind and in the spirit of our (WHOOPING COUGH) AND TETANUS wave of technological innovations. positive purpose and long-term view, 88 15 14 we remain fundamentally optimistic. are not are not not able to able to vaccinated read read

12 85 are able are able 0 86 to read to read vaccinated vaccinated

1820 1860 1900 1940 1980 2015 1820 1860 1900 1940 1980 2015

CHILD MORTALITY

57 96 survive survive the first the first 5 years 5 years of life of life

43 4 die before die before they are they are 5 years old 5 years old 1820 1860 1900 1940 1980 2015 20 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

The world around us continued “With the rapid growth INDIA COULD BECOME THE WORLD’S THIRD-LARGEST ECONOMY BY 2026

of the country and 10 Nominal GDP (US$’tn) US$10tn the explosion of their India’s nominal GDP Three key trends internet use over the 8 #3 Japan As we enter a new decade, last few years, India 6 #4 Germany

we see three key trends presents huge #5 UK shaping our world: opportunities for us.” 4 #6 France 1 2 Bob van Dijk The ongoing rise of Asia Chief executive 0 and other growth markets 2010 2015 2020 2025 2030 Source: Bloomberg Economics 2 Technology entering THE ASIA CENTURY IS ABOUT TO BEGIN a deployment phase Share of world GDP at PPP US$ 65 3 Forecast The growing importance 60

of responsible tech for 55 the good of society 1 India’s rapid ascendance A big focus for us 50 The future of Asia is no longer just India is our second-largest market The ongoing rise of Asia about China. Driven by population after China. We’ve been investing 45 and other growth markets growth, urbanisation and a rising in India for more than a decade. middle class, India is projected to be This long-term commitment has seen 40 Our high-growth markets the world’s third-largest economy in us create considerable value by Global growth for 2019 was 2.9%, the next decade. On many measures, supporting home-grown businesses 35 down 0.6 percentage points YoY. The India is also well on its way to that are pioneering great change 2000 2010 2020 2024 International Monetary Fund (IMF) is becoming a digitally advanced and improvements for people across Rest of the world projecting global growth rate for 2020 country. With more than 500 million the country. Asia to decline by 3.0%, with China and internet subscribers, it is already the We are growing fast in India in our UNCTAD definition of Asia India as the only large economies second-largest and fastest-growing Source: IMF, @valentinaromei core segments of Classifieds, “Right now, we are expected to grow this year. Against market for digital consumers. It is Payments and Fintech, and Food this global backdrop, we continue to recording explosive growth in several really excited about Delivery. India is an exciting area for How much has per capita GDP grown since 1980? focus on high-growth markets. areas, including mobile data our Ventures team too, given the vast Share of world GDP at PPP US$, 2000-2024 India – it’s our newest consumption and digital payments. The growth of Asia opportunity for growth in the market India’s online market size is expected market, growing The global centre of gravity is across a number of segments. We China x31 to reach US$220bn by 2025. Its increasingly shifting to Asia. Asia now have made recent investments in South Korea x17 ecommerce market is already the really fast.” represents over half of global GDP at education, logistics, ecommerce and India x7 fastest-growing globally. Based on this purchasing power parity (PPP), half the ride sharing in India and overall, our Brazil x7 robust foundation and attracted by the Michał Borkowski world’s internet users and consumption Ventures team, and have invested Malaysia x6 Brainly co-founder and CEO country’s vast potential, India’s start-up growth. It will soon overtake the US as more than US$500m in the country. US x5 economy is booming. In the past the largest consumer market. In education, both BYJU’S and Brainly Germany x4 decade, India has become the are growing fast in India and looking Japan x4 China’s changing relationship third-largest entrepreneurial ecosystem Mexico x3 to make the most of the opportunities with the world in the world, right after the US and South Africa x2 there. In logistics, we invested in The transformation of Asia’s anchor China. economy, China, has been a success ElasticRun in 2019. We also invested in Meesho, a fast-growing app-based story unlike any other. Its economy has Source: International Monetary Fund, gzeromedia grown 31 times in 40 years and, even social selling platform. as it matures, it is still adding the size of the Australian economy every year. 21 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

The world around us continued

2 Technology entering 5.5bn a deployment phase Of 5.5 billion adults in We are arguably in the middle of the world, 5 billion have the age of information technology. a phone and 4 billion Computing has become fairly have a smartphone. standardised, ubiquitous and Source: World Bank, GSMA, continuous. The mobile platform allows Apple, Google, GNNIC, ITU, users to access applications anytime, Ben Evans anywhere. New companies continue to leverage IT to open new verticals and address consumer pain points in ways that were previously impossible. The power of artificial intelligence Now that the tech foundations are in place, more progress will probably happen more broadly. Artificial intelligence (AI) is entering the mass-production phase and being 3 More regulated fully integrated into society. We’re Governments are no longer assuming heavily focused and invested in The growing importance the tech industry will find the right mastering AI. of responsible tech for answers. This is not unusual. Every wave of new tech that changed the the good of society world eventually became regulated. Responsible business Regulation is complicated and the From the specific urgency surrounding issues facing tech are many and climate change to the broader complex – ranging from hate speech concerns addressed in the United to face recognition, from filter bubbles RISING PENETRATION OF AI-ENABLED SMARTPHONES (‘bn) Nations Sustainable Development to privacy, from elections interference Goals (UN SDGs) – the need for to abuse of market power, to businesses to be truly responsible encryption and AI bias. And things has never been more crucial. All our are not becoming simpler. futures and the future of the planet Tech for good we share depend on businesses Rather than move-fast-and-break-stuff, everywhere doing business we need a new, more responsive, responsibly – contributing and creating more inclusive type of corporation. sustainable value for all stakeholders. One that lets entrepreneurs exploit With power comes responsibility new digital technologies but still holds Technology today has an immense them to account within the wider impact in people’s lives and with such society in which they act. Simply put, immense power comes immense technology companies can no longer responsibility. It raises ethical live in a vacuum. Rather, it is the dilemmas across a range of issues, responsibility of those at the cutting including privacy and transparency, edge of innovation to make a “We invest in what we really the impact of automation, inequality, concerted effort to not only include, know. What has served us biases in decision automation and but also listen to those affected. This uses of the technology we build. And more grown-up, more regulated era well is to build up expertise, there are no easy answers. creates big responsibilities and opportunities for the world’s leading then go bigger.” 2017 2017E 2019E 2020E 2021E 2022E global consumer internet companies – responsibilities and opportunities we Bob van Dijk AI-enabled Smartphone Source: IDC, Gartner, CMBIS are keen to take on and live up to. Chief executive 22 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Our response and impact Our commitment to our people is evident in our ongoing Engaging our investment in their development. We create and support professional development opportunities. We also recognise the great work of employees through fair and competitive rewards. We focus on building an inclusive and supportive culture, stakeholders ensuring that positive, engaging and inclusive leadership is at the heart of everything we do. We aim to build constructive We are a diverse group of companies, but some things are consistent for our people regardless of where in the world we relationships with our key operate. These include our commitments to learning, diversity stakeholders. This is critical to and inclusion, engagement, and empowerment. Customers and users Employees We know that employee wellness is critical to organisational our business. We are focused Our products and services are enjoyed by millions of Our employees are at the heart of our success – sustainability. We care for our employees through various customers around the world – from individuals to their commitment and entrepreneurial drive make initiatives, recognising that a healthy and resilient workforce on long-term success and making is key to supporting our business growth and success. a lasting difference around the businesses. We want to satisfy and delight them. all the difference. world. This is about creating sustainable value in the broad sense – one that plays out across Main interests Main interests • Good customer/user service • Purpose – providing jobs with meaning and a sense the six capitals and considers, • Positive experience – fast delivery, return, and feedback of purpose, in a company committed to deploying • Competitive pricing and range of products technology to address big societal needs and to engages and involves our key • Content preference enriching the communities in which we operate stakeholders. • Trust • Talent – recruitment, retention and development • Product safety • Culture – including diversity and inclusion, employee • Data privacy wellbeing, and engagement Focusing on customers Stakeholder relationships How we engage How we engage • Call centres, showrooms and client relationship managers • We strive to maintain a healthy employee relations eMAG, Central and Eastern Europe’s leading etailer, Our businesses take a stakeholder-inclusive approach that (CRMs) environment in which ongoing dialogue with our people focuses on giving customers the very best experience. This balances the needs, interests and expectations of material • Electronic communication (email, SMS, apps, web and social is embedded in our work practices. includes continuously growing its range of products and stakeholders in their best interests. media platforms) • We use various formal and informal channels to engage investing in the ongoing improvement of the customer To support the board in fulfilling its governance role, our social, • Workshops and events employees and encourage open communication, including experience. • Surveys and market research leadership and CEO updates, manager interactions, webcasts, ethics and sustainability committee (which reports to the Prosus The company runs loyal client campaigns with special town hall meetings, surveys, team meetings, face-to-face board on matters relating to Prosus) receives reports on discounts and vouchers, and targeted communication gatherings and online collaboration and content sharing. stakeholder management across the group. More information Our response and impact through direct marketing. A permanent call centre • We promote continuous learning and development through can be found in the social, ethics and sustainability committee’s We work to continuously improve our range of products and provides 24/7 service to customers. eMAG has expanded our online learning platform MyAcademy, as well as through report in the 2020 governance report. the customer experience, and ensure that we fairly price our the team and improved client waiting time. offerings. live education programmes focused on leadership, management, business development and artificial intelligence Other customer relationship-building initiatives include We give an overview here of the main issues that matter Our businesses undertake a range of customer-focused • Where appropriate, we also engage formally through a dedicated team for social media channel support on to our key stakeholders, how we engage with them and initiatives. OLX Group, for example, is revamping its approach employee forums. tracking orders, enhanced transactional communication our response and impact. More information on individual to customer trust and safety. This has been a key focus this year and sales consultants in showrooms. business initiatives with various stakeholders can be found and will continue to be a priority going forward. in the performance review on pages 27 to 49. eMAG wants to make the whole experience as easy and iFood has focused on the user experience, with dedicated convenient as possible for customers, for example by We have identified eight key stakeholder groups: product teams; clear and efficient communication, value offering diverse delivery options, including showrooms in propositions and compensations; retention programmes; main cities, and lockers providing customers with a fast • Customers and users and monitoring and analysis of KPIs. Throughout the year, and simple pick-up option; 30 days’ free return; free • Employees iFood responded to 99% of complaints and 85% of customers courier delivery for orders over a specified amount; and • Investors and shareholders believed the problem had been solved. iFood has also a two-hour delivery option. • Business partners focused on ensuring data privacy and tackling fraud, via • Industry bodies privacy policies and administrative, technical and physical The company monitors its Net Promoter Score (NPS) • Society measures to protect personal information. weekly, monthly and annually, evaluating the main • Media touchpoints to help identify ways to keep improving • Governments and regulators customer satisfaction. 23 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Engaging our stakeholders continued

How we engage • Investor meetings and teleconferences • Conference appearances • Interim and integrated annual reports • Financial results presentations • Investor Day • Press and stock exchange releases • Reporting via corporate website • Dedicated email address for inbound queries and distribution of announcements • Instructive videos

Our response and impact Investors and shareholders We are openly exploring and acting upon measures to Business partners Industry bodies We are a for-profit organisation committed to growing and reduce the holding company discount. We aim to work closely with business partners across We want to be an industry leader, playing an active increasing value for our investors. Key value-creating actions over the past two years the group. part in progress. include unbundling the MultiChoice Group, which unlocked approximately US$4bn of value for our shareholders; selling our stake in Indian ecommerce company Flipkart; and creating Prosus to successfully list our international internet assets on Euronext Amsterdam. Main interests At the time of the listing the Prosus value unlock was Main interests Main interests • Holding company discount ~US$10bn* through the reduction of the discount to the • Ensuring awareness on relevant developments • Clear communication of material issues • Tax consequences related to Naspers ownership of combined net asset value of Prosus and Naspers. in the business • Engagement around increasing meaningful and positive Prosus, tax on distribution and tax due to sale of assets Management engages with shareholders and investors • Understanding and recognising our partners’ rights, impact • Capital allocation: Further buybacks or investment with greater frequency. specifically on changing procurement processes, pricing, • How to ensure a positive sector experience, for example content, platform use, privacy and security through the regulation and culture of the sectors in core assets Our reporting includes focused messaging on the path • M&A: Industry consolidation or bigger deals to profitability for our core segments and the future • Competition across core segments potential of food delivery. • Remuneration policy and disclosure How we engage How we engage • Internal rates of return We provide biannual updates on our internal rate of • Structured meetings, calls and electronic communication • Membership of selected and appropriate bodies • Strategy for online food delivery and payments return (IRR), for the total portfolio and for ecommerce. • Informal day-to-day communication • Cooperating with selected partners on projects addressing and how we are investing for growth in this space legislative initiatives • Path to profitability and cash flow generation Our response and impact We actively engage with our business partners, responding Our response and impact quickly and constructively as required. We take the lead in responding to industry consultations on proposed regulations and legislation. We have strong relationship management systems in place to ensure regular communication between key management To build understanding and engagement across the industry and business representatives. we share our approach and examples of action on specific topics, such as how we align to changing legislation. Structured grievance processes ensure that, in the event of a dispute, there is timely action to find a resolution. We produce thought leadership and positioning papers on material issues. Through active negotiations we ensure that mandates clearly lay out the relationship and agreement terms and requirements. Business approaches are reviewed regularly to ensure they align with international norms.

* Represents the uplift in valuation from the reduction of the combined holding company discount between the closing pricing on 24 March 2019, the day before the listing of Prosus was first announced, and 11 September 2019, the date of the listing of Prosus. 24 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Engaging our stakeholders continued

Our response and impact We provide transparency and have implemented a programme to ensure compliance with all applicable laws and regulations. We make formal representations and written submissions to express views. When invited or where relevant, we provide information to policy makers in the form of expert advice, based on our global experience and tech and sector expertise. We invest in the group’s capability and capacity to respond to enquiries and requests to share views on Society Media Governments and regulators legislation and issues affecting the industry. We share our views through media engagement and We are committed to making a lasting positive impact. We We report honestly and transparently and aim to build We recognise how important it is to work with governments public speeches at various international events. want to make a difference for society, the world we live in. constructive relationships with the media. and regulators, particularly given that many of our businesses have such a big impact on people’s lives.

Main interests Main interests Main interests • Corporate investment to support meaningful impact • Our investment strategy and performance • Sustainable development • Sound business operations to improve quality of life • Requests for comment on rumour and speculation, • Innovation and entrepreneurship • Minimising our environmental impact notably regarding potential M&A and divestitures • Competition policy • Local employment and value creation, including supporting • Requests for comment around reputational risk issues, • Taxation local businesses such as cybersecurity and privacy • Investments and international trade • Adherence to local laws and paying taxes due • Our focus on geographies, for example Indian press • Data protection and privacy interest in how we view India • Private-public partnerships, international • Our view on key industry segments, such as classifieds, and other collaborations payments and fintech, and food delivery • Intermediary liability How we engage • How we work across our group companies • Financial services legislation • Corporate social investment (CSI) programmes • Requests for time with management, particularly at key • Copyright and intellectual property (IP) • Employment offering and service providers times such as results announcements • Tech policy, including ecommerce • Website content and public announcements on material issues • Societal contribution, including employment and social policy Our response and impact Our businesses focus on maximising positive impact in local communities in the most appropriate ways. More information on our corporate social responsibility programmes can be found on How we engage How we engage Contributing to society pages 70 to 72. • Press releases, editorials and articles • Direct participation in advisory committees, meetings • Interviews and reactive comment and public consultations Our groupwide aim is to develop products and services that iFood, Brazil’s leading food-delivery business, places a big • Reporting through company website • Formal one-on-one meetings and roundtables emphasis on its contributions to society. To enhance skills meet societal needs, for example food delivery (iFood and • Events • Response to sector and company-specific enquiries Swiggy) and education (BYJU’S, Codecademy and Brainly). and local employment, the company prioritises hiring local • Indirectly through sector and industry associations employees, and is increasing its engagement with Our response and impact • Participation in international events, such as the BRICS We play a positive part in enabling and encouraging conscious • We invest time in regularly engaging with key journalists and colleges and universities to increase availability of talent. consumerism through our OLX Group online classifieds platform. summits or membership of the World Economic Forum editors to build relationships and understanding in Davos iFood also creates a diverse and inclusive workplace – This helps to extend the life of products, save water, energy • We proactively schedule media interviews to provide • Site visits, including hosting official delegations implementing a new diversity programme in 2020. materials (including conflict minerals) and to lower carbon briefings on strategic updates and significant news • Integrated annual report Currently, 45% of iFood’s workforce is female and 35% emissions. • We build announcement plans to maximise coverage is non-white. We focus on hiring local employees and growing local talent, of announcements including investing in local businesses. • We respond to requests for comment in line with iFood is also prioritising the development of a local supply communications and investor relations policies chain. The company has zero tolerance for ethical Our groupwide legal compliance programme is tailored to the • We are quick to correct inaccurate commentary deviations and shares anti-corruption and anti-bribery unique risks and local laws that apply for each business. or articles as appropriate policies, both internally and externally. • We attend and participate in various events in line Details of the board-approved group tax policy and tax with our communication strategy disclosure can be found on pages 73 and 74. 25 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Capital allocation Our systematic approach strategy To support our continued growth and success as a global consumer internet company, we have a systematic approach to how and where we allocate our capital.

Our ambition More than ever before, technology “We are at the Test Invest Scale Build ecosystem has the power to transform and intersection of improve lives at scale, particularly in the high-growth markets that we innovative technologies focus on. Around a fifth of the world’s and high-growth population already improve their daily lives using the products and services markets. That is an of our companies and associates. We believe we can achieve more. exciting place to We are doing this in a highly be where we are disciplined way, building on our proven approach and entrepreneurial continuing to invest in spirit. It’s our way of creating greater long-term value for our stakeholders. creating sustainable value at scale.” Our systematic approach We have a tried-and-tested model Bob van Dijk which we have deployed with success Chief executive to establish winning positions, get to scale and drive profitability.

1 2 3 Test Invest Scale We experiment and expand We deploy capital and We continue organic and inorganic • We explore promising trends accelerate growth growth and drive profitability and opportunities. • We focus our investment • We scale progressively – building • We focus on addressing big societal on a few core segments. lasting, leading businesses in our needs – from giving people better • We look to create global chosen focus areas. ways to pay for things to providing category leaders, stepping up • At the right moment, we go all-in, quality food, delivered faster our investment to drive growth driving these businesses to and cheaper. and gain market share. profitability and cash generation. • We concentrate on high-growth • We extend core assets. markets. • We invest for the long term. • We make initial investments to learn and explore further. • We look for promising local players with strong founder-led teams. • We build our stakes in the best opportunities and businesses. 26 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

We address big societal needs to empower people and enrich communities

Performance review

Contents 27 Our performance 28 Classifieds 31 Food Delivery 36 Payments and Fintech 39 Etail 43 Ventures 46 Social and internet platforms 48 Media 50 Financial review 51 Managing risks and responsibilities 53 Monitoring of key risks 27 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Our performance We are building leading global businesses across our core segments of Classifieds, Payments and Fintech, and Food Delivery. And we are actively looking to capitalise on the next wave of growth through our Ventures arm. This year, we made strong progress on all fronts – growing our core businesses, capitalising on new opportunities and, as ever, relentlessly focusing on improving people’s lives. Highlights of the year

Ecommerce

Classifieds Food Delivery Payments and Fintech Etail Ventures Social and internet Media OLX Group Food Delivery had a strong year, PayU made strong progress eMAG We made key investments in Early in the development of our Media24 had a strong year, At OLX Group, we shape the meeting all financial goals and in India, where we grew eMAG, our leading etailer in our chosen areas of focus for internet strategy we invested in meeting all financial targets. future of trade to unlock the exceeding targets on operational transaction volumes in India Central and Eastern Europe, Ventures, from education to leading social and internet The digital audience of 2 million hidden value of everything. metrics. The segment doubled organically by 30% (excluding FX continued to grow and blockchain. These included platforms in two of our key average daily unique browsers revenues and increased orders and M&A) and exceeded our strengthen its position. a number of investments in India, high-growth markets, China and grew 28% YoY. News24 became We had considerable success in at an even faster pace while financial and operational where we see big opportunities Russia. Tencent’s fundamentals profitable for the first time in its FY20, meeting our financial and delivering rapid first-party (1P) metrics. PayU continues to lead Takealot for the next wave of growth. All in remain strong with excellent 21-year history. Netwerk24 grew operational goals. We evolved expansion in both iFood and and grow faster than the market Takealot’s group revenue all, Ventures invested US$215m in growth prospects in China, while subscriptions 32% YoY. Contract our business in line with our Delivery Hero. Improving in the payment service provider increased by 23% YoY and 12 deals throughout the year as Mail.ru remains the largest Logistics increased volumes strategic priorities, including underlying unit economics and (PSP) segment, and is also negative trading margin well as continuing to nurture its internet group in Russia. 29%. VIA grew profit from R3m strong horizontal and vertical falling customer acquisition costs expanding its ecosystem as improved from 16% in 2019 to portfolio of investments totalling to R15m. And at 77%, staff growth in Russia and Europe, are driving operating leverage in it moves into credit. PayU 11% in 2020. Gross merchandise US$855m, excluding Movile. engagement was a record high. coupled with an increased iFood, which doubled revenue accelerated its capabilities value (GMV) grew 43%. transactions business compared to last year. In the in India by acquiring PaySense. focusing principally on our sizeable Indian market, Swiggy emerging markets. performed well in the face of strong competition. Our investment in food delivery increased by US$364m during the year.

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The opportunity OLX Group Classifieds Classifieds is a dynamic, fast-changing and growing business. We see several Investing Shaping the future of trade key trends shaping the industry. We continued our proactive strategic to unlock the hidden value Customers are increasingly approach to mergers and acquisitions in everything. demanding a seamless, convenient (M&A) – strengthening our Classifieds 309m and safe trading experience. ecosystem by investing in strong monthly active users Competitive pressures are increasing verticals and convenient services. REVENUE(1) (US$’m) across various markets. Advances in We closed several deals during the artificial intelligence (AI) and machine year, including Frontier Car Group 2020 1 299 learning (ML) are enabling companies (FCG) and Kiwi Jobs. 116m 2019 875 to offer transformative user monthly active app users experiences. We are investing in building a TRADING PROFIT/LOSS(1) (US$’m) pioneering autos operation for growth Going from strength to strength markets, to offer the most complete 2020 44 and convenient solution to our 2019 2 customers, primarily in Asia and 3.4m Latin America. To this end, we have paying listers Growing acquired the majority in FCG and are OLX Group had another strong year of PERFORMANCE HIGHLIGHTS building a business unit dedicated to Building on the momentum from the global growth. We are staying on top the autos vertical in our emerging previous financial year when the of the industry shift from being markets. Classifieds business became marketing-led to increasingly product 22 Present in 30 markets, profitable, Classifieds continued to and data-led, growing through a Transaction models take us deeper leading positions in 22 deliver healthy financial results. strong customer-centric approach. into the lives of customers to solve Revenue grew 48% to US$1 299m, and more of their needs. generated trading profits of US$44m. The strongest-performing regions were Transaction revenue (including FCG) Russia and Europe, which jointly amounted to US$393m compared to accounted for 54% of global US$103m in the prior year, growing 282% (164%) and contributing 30% of Classifieds revenue. Over the past overall Classifieds revenue for the year. year, we have invested to strengthen

(1) these markets further, for example Presented on an economic-interest basis. by expanding investment in the car history reports product in Russia (Autoteka), which now accounts for 12% of car-related revenue in Avito. OLX platforms in Europe have been “In the OLX Group we shape CAR AND REAL ESTATE REPRESENT We are one of the the future of trade to unlock the KEY CATEGORIES IN REVENUE (US$’m) upgraded to a more modern look hidden value in everything. We Harmonising data and technology and feel, refreshed brand identity, largest global players deliver superior customer value We have simplified the organisation to and the addition of new features in classifieds. by creating a flawless user further integrate and harmonise data and enhanced performance in order and technology so we can better to improve the classifieds experience experience, underpinned by serve customers and solve their for users. proprietary technology and problems. Each business unit controls smart and personalised (individual data. Although we are proud of its own product, technology and data Encouraging smart choices experience via intelligent tech), safe what we have accomplished resources to innovate faster and solve We also finalised a refresh of the OLX and trustworthy (setting the industry so far, we will continue to grow 1 263 problems more effectively. brand in Latin America, Asia, Africa and Europe. Centred around the standard for safety), and convenience the value of our business by (extending the experience where innovating to solve all friction During the year, we successfully brand proposition of ‘smart choices’, migrated nine markets to our global the updated OLX brand encourages necessary). points in trade, both through platform, developed to serve growth people to embrace classifieds as the We’ve made progress on all four online and offline products.” markets across Latin America and smartest way to buy and sell goods pillars, with innovative solutions Cars 597 Asia. This platform operates as a and services – for convenience, great Martin Scheepbouwer designed for millions of users. CEO, Classifieds Real estate 227 shared, centrally managed, scalable prices, and consciously helping the In improving these strategic pillars, marketplace, allowing core planet by extending the life of items. Goods 122 we enhance customer value, improve functionalities to be built and deployed Jobs and services 191 liquidity, reduce negative experiences, once across multiple markets. Focusing on four strategic pillars Advertising and other 126 In 2020, we executed against four and satisfy more paying customers. strategic pillars: easy and liquid (flawless core classifieds experience), 29 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Looking ahead, we are working with car for cash will help us accelerate the In the 2019 calendar year, through trade in certain second-hand products Classifieds continued group AI teams to accelerate projects implementation of our OLX Autos via our platforms, we saved: Making the most of artificial that focus on better serving customers’ vision – to become the most trusted intelligence and machine learning needs. Data scientists and teams from partner for car buyers and sellers and Electronics (smartphones, laptops and tablets) OLX Group We have used artificial intelligence (AI) different business units will come offer them peace of mind on every Emissions (tonnes 3 and machine learning (ML) to enhance together to share data, collaborate, transaction they make with us. Materials (kg) Energy (GJ-eq) Water (m ) CO2-eq) our core classifieds experience, and innovate at pace. making our platforms more 9.2 million 14.2 million 24.6 million 913 000 % personalised and reducing fraud. Increasing transparency 84 Our Search2Vec algorithm makes We also launched new features to Championing conscious These savings were equivalent to: OLX increased its stake in increase transparency and make our consumption Frontier Car Group to 84% searching more successful for users, by providing relevant results in platforms safer. In Russia, we launched During the year, we launched our first The weight of The annual The annual Over 315 000 the presence of typos, allowing for the Autoteka car history and Global Impact Report (https://www. over 1.03 million energy use of water use of plane synonyms, and incorporating personal transparency reports, which have data olxgroup.com/impact). This pioneering bikes over 372 000 over 61 000 passengers search history. This is live across all on 90% of cars that are listed on Avito, report looked in depth and detail at US households US households flying from 12 our European markets. We have also providing more transparency to users. the positive impact of using our Amsterdam to OLX new app launched in improved the chat experience for We now sell more than half a million Classifieds platforms in four key Los Angeles 12 countries, including India, users in India and Poland, using smart car history reports per month. product lines: mobile phones, tablets, Indonesia, and LatAm markets laptops and fashion. Resource savings since 2016, 9 in FY20 and contextual replies. In all markets, AI has enabled us to detect and filter Investing further in convenience for these products include material Fashion (all products, excluding shoes) Furthering our expansion from weight (including conflict minerals), images better and more efficiently. Energy (GJ-eq) Water (m3) Emissions (tonnes CO -eq) buy-and-sell platforms to transaction- energy-savings equivalent, water, and 2 AI has also helped in banning more centred ecosystems, we have invested carbon-emissions-savings equivalent. 617 000 3.1 million 53 000 580 000 fraudulent buyers and sellers, and heavily in convenience for our users. The report, which was finalised in car history reports We continued to invest in delivery in February 2020, included our horizontal identifying them more quickly. This These savings were equivalent to: purchased monthly in Russia technology is in operation across Russia and Ukraine, and due to platforms in 17 of our biggest markets. Covid-19, expanded pay and ship to Europe and in India, with further The annual energy The annual water Over 18 000 iterations to follow. In addition, Poland, Bulgaria, Portugal and Romania, working on full integration as use of over 15 000 use of over 7 000 plane passengers multicountry phishing attempts in US households US households flying from Amsterdam Europe have been successfully part of our service. Our investment in >5.1m Frontier Car Group and its service to Los Angeles Search2Vec automatically mitigated by combining AI with expands 5.1 million unique human intervention. where car sellers can instantly sell their searches per month with In the coming calendar year, we will measure the impact of additional related content product categories.

To support this, we have developed We invested in building a strategy and network to activate an ecosystem of Fostering a diverse and change. We implemented a global inclusive workplace D&I council to align and coordinate classifieds to enhance We have invested heavily to foster efforts of local country D&I committees. the user experience a diverse and inclusive workplace Our D&I strategy centres on building and activate change in our workforce. more awareness and over time, across our platforms. We believe that a diverse team and improving female representation in an inclusive workforce enhance technology and leadership roles. We company performance, bring different also have dedicated workstreams to points of view, contribute to better ensure all employee journey decisions, and drive innovation. touchpoints are being addressed, Diversity and inclusion (D&I) is now including hiring, developing and a measurable goal within the rewarding our talent. This initiative was existing management team. formally launched with an internal, companywide D&I campaign in October 2019. It included all our markets in activities and events to raise awareness and engagement.

Source: Company Information, Rebel Group Analysis 30 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

In July 2019, for example, OLX Group Classifieds continued joined the Coalition To End Wildlife A force for good Delivering social good Trafficking Online. A coalition of We believe that We are proud of the social good we non-governmental organisations deliver in Classifieds. We are the (NGOs), global tech companies and Classifieds is a lifeline for individuals, from all walks of others, working together to stop force for good in life, and for small businesses. We are wildlife traffickers from operating via good for individuals – enabling them online products and platforms. the world – helping to manage their own budgets and lifestyles, either buying items they Looking ahead people consciously could not afford new, or making We will explore as many as possible reuse and extend the money from items they no longer sustainability programmes to activate need, and especially in times of crisis. our employees and our users. Our life of all kinds of We are good for small businesses too company’s purpose has been codified – providing a simple, easy-to-use and to unlock the hidden value in items, which in turn low-cost leads channel. everything, including making the most of the resources we have in the world. benefits the planet We enable valuable social We will therefore continue to create and communities. transactions whereby people meet innovative ways to extend the life of in person, improving social cohesion products, to enable our people to in a more individualistic world. develop to their full potential, and optimise smart processes that save Our platforms prompt reuse of items time and resources. at scale, often giving items traded second, third, and even fourth lives. Above all, we will make the most of the opportunity we have to champion conscious consumer-centric experiences that are good for people, good for the Investing in communities planet and good for our business. Many of our local teams organise fundraising, educational and awareness activities that additionally benefit local communities. In Poland, the OLX Boutique physical store opened in September 2019, with the US$35 000 proceeds paying for air conditioning at a local hospital’s children’s ward. In Bosnia and Herzegovina, users were rewarded OLX Group obtained allowances for with extra OLX credits if they gave two OLX patent applications in the blood in August 2019. In India, a new Adding to our intellectual capital US Patent Office in 2019. One of the Doing the right thing partnership with the Cyber Peace We have an active team of intellectual patents, US Patent No. 10,575,127 titled Doing the right thing lies at the heart Foundation was launched this year property (IP) experts monitoring and Dynamic Determination of Smart of our responsible approach to to provide ongoing local workshops proactively intervening against IP Meetup, falls within the key area of Classifieds. Our OLX Group ethics to raise online safety awareness infringements. trust and safety. It focuses on officer and our head of the trust and among community members. dynamically providing a suggested safety programme lead the drive to We encourage responsible open- meeting location to the buyer and ensure that our employees do the right source code sharing, under licence, to seller on the OLX chat application. thing to make our business safe, and ensure that our developers are that our users are safe when using our OLX also filed three new patent Making the most of sustainability engaged with the outside developer applications for key product platforms and services. world. This increases our profile as a Our commitment to sustainability functionality in 2019 that listed across multiple dimensions is group among tech talent as an inventors from both the German attractive place to work. becoming a part of who we are and Indian offices. and how we work. Sustainability We protect our OLX brand, both has always been a natural part domain names and trademarks, of our business model, and we aggressively and have seen notable continue to look for new ways success in our efforts to mitigate to amplify our impact. infringing activities during the year. 31 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

The food-delivery opportunity The strong local network effects of Food delivery is an attractive sector food delivery also fit well with our Food Delivery for the group, addressing a core strengths and strategy of partnering Transforming the way people societal need and is executed locally, with local entrepreneurs who deeply source, consume and which utilises group expertise in many understand their geographies. experience food areas. It remains an attractive long-term investment with a massive The local nature of network effects global market potential of over makes the food-delivery market less REVENUE(1) (US$’m) US$330bn(2) by 2022. This is especially susceptible to the potential entry true in the high-growth economies that of big-tech players. As yet, there is 2020 751 are part of our group DNA and no global leader. We see signs of 2019 377 leverage our operating expertise. potential for market consolidation In these markets, food accounts for and we want to be at the forefront TRADING LOSS(1) (US$’m) a relatively high share of total of those developments. consumer spending. 2020 (624) In addition, food delivery has high 2019 (171) We expect even more growth beyond customer stickiness. Given its 2022 – the sector is in the very early on-demand and high-frequency nature, stages despite being sizeable already. food delivery exhibits higher retention rates than other verticals. This aligns PERFORMANCE HIGHLIGHTS Our core food-delivery businesses all Moreover, we are on the cusp of well with our focus on increasing continued to grow and perform well. a tech-enabled paradigm shift in customer satisfaction at scale. iFood remains the clear leader in dining habits, with increasingly more Brazil and has competitive positions meals being delivered rather than in Mexico and Colombia. Swiggy’s home cooked or consumed onsite annualised order volumes increased in restaurants. by 145%. Delivery Hero reported €7.4bn in GMV and €1 238m revenue from continuing operations for its year ended 31 December 2019. Building a global leader The evolving world of food delivery (1) Presented on an economic-interest basis. FOOD VS OTHER VERTICALS: CONSUMER SPEND SHARE MARKET OPPORTUNITY TOTAL CONSUMPTION PER CAPITA BY TYPE (2018) (US$’000) We are one of the leading global Food delivery has been changing investors and operators in food dramatically over recent years and “Since our first investment in delivery, having invested some we believe it will continue to evolve. US$3.0bn in the sector with an internal > iFood in 2013, we have rate of return (IRR) of 34%, based on 40 In the early 2000s, food delivery steadily built the world’s sell-side analyst valuations. Present in over 40 markets, with leading started as a relatively simple most enviable online food- positions in 38 countries, covering over half marketplace business model delivery footprint, with We have a presence in more than of the global population (>4bn people) (Food 1.0). In recent years, own- market leaders in 38 40 markets, with leading positions in delivery challengers expanded food countries. Our online food- 38 countries via direct stakes in our platforms (Food 2.0), increasing the delivery platforms focus on three core companies, iFood, Swiggy selection of restaurants and raising and Delivery Hero, as well as indirect consumers’ expectations for service. product and technology >US$330bn investments that provide further Global market potential >US$330bn by But that is only the beginning. There innovation with the goal of insights into the sector. In all, we cover 2022 (online food addressable market are several exciting growth providing consumers, 2022E per Euromonitor International over half the global population and adjacencies, including cloud kitchens, restaurants and delivery have recorded significant growth Limited, consumer Foodservice 2019) private brands, groceries/convenience partners the best possible across our portfolio. deliveries and restaurant software experience.” that could further expand the growth Our journey in food delivery began profile and improve the ability of Larry Illg with a US$2m investment in iFood via leading food platforms to compete CEO, Food Delivery Movile in early 2013. At that time, successfully (Food 3.0). iFood Brazil’s business was tiny compared to today (8 000 restaurants compared to 160 000+ restaurants in some 1 000 cities). Similarly, we first USA UK Germany Brazil China India invested in Swiggy in 2017 when it was Food and beverages Housing Transport Healthcare Apparel Other present in only seven cities with 12 000 restaurants, compared to 160 000+ (2) Online food total addressable market 2022E restaurants in over 520 cities today. per Euromonitor International Limited, Source: Euromonitor Consumer Foodservice 2019. 32 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

continued Driving change for the better Food Delivery Having identified the strategic need to invest in own-delivery capabilities early on, we have a long track record of building market-leading businesses The increasing importance of the in some of the largest markets first-party model globally. Today, we have the broadest Historically, the industry was global perspective on the food- dominated by the capital-light delivery industry of all leading players marketplace model (third party or 3P), in the sector. We believe the in which meals are delivered by opportunity in food delivery is to restaurants. But the 3P model failed disrupt and transform across the to address customer needs fully on supply chain, from how food is sourced restaurant assortment and delivery Leveraging artificial intelligence to how it is prepared and consumed, experience. Increasingly, the more and machine learning and that the impact of this disruption capital-intensive own-delivery model Another key advantage with 1P is that is likely to have major societal impact. (first party or 1P) has come to the fore, it creates greater touchpoints and We aim to be at the forefront of this driven by the increased growth and opportunities for leveraging data and transformation globally. value-creating opportunities it applying AI and ML along the value presents. Our food-delivery chain. We are making the most of AI- businesses are well positioned for and ML-enabled 1P across our 1P and continue to build and food-delivery businesses to increase invest in this capability. efficiency, make deliveries faster and more reliable – give customers added choice and better service.

iFood IFOOD – A LEADER IN BRAZIL Food platforms evolution Prosus has a 54.68% stake in iFood through Movile. iFood is the largest Continuing to lead and grow food-delivery company in Latin Despite fierce competition, iFood has America, with clear leadership in held its ground and still accounts for a Brazil and positions in Mexico and 1 000 much higher portion of online cities covered Food 3.0 Colombia. food-delivery orders in Brazil than its Cloud kitchens + private brands + closest competitors. Still, the share of multiple occasions + multicategory online delivery in the total food-service + restaurant software market in Brazil remains low. iFood Plugging supply gaps and 160 000 Brazil delivers around 30.6 million Food 2.0 enforcing best-in-class quality with iFood’s vision is to restaurant partners monthly orders, an increase of 76% YoY, Own-delivery model cloud kitchens and private brands revolutionise the food to 10.1 million unique buyers from over TAM expansion via enhanced Higher customer stickiness 160 000 active restaurants in some restaurant supply and frequency on the back of universe and create 1 000 cities. iFood also has the highest customer Net Promoter Score (NPS) Food 1.0 Higher customer stickiness multivertical use cases and m different meal occasions >30.6 among food companies in Brazil. Marketplace model and frequency with better delivery a more practical and monthly orders experience exploitation Good enough to capture most pleasurable life for its To build an unparalleled value Platform unit economics at scale can Higher merchant stickiness with obvious delivery proposition to both consumers and use cases match those of standalone integrated restaurant software consumers. iFood aims Competitive moat strength moat Competitive marketplace model merchants, iFood has focused on Strong unit economics Platform unit economics at scale % several strategic initiatives. could improve further due to better to achieve this through 30 logistics coordination, improved its leadership position own-delivery orders fleet utilisation and full profit pools capture in Brazil as well as world-class execution TAM capture potential and innovation. 33 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Loop is proving to be very successful. drivers are picking up and delivering an educational hub. Using a range of Food Delivery continued PERFORMANCE IN 2020 “We’ve focused on logistics improvements using AI so Currently in 54 cities across Brazil, the orders but also, uniquely, the relatively online and class-based learning and plan is to expand and scale Loop as high-risk time when they are going development tools, drivers are our delivery partners can quickly as possible. home after their last delivery. encouraged to improve the quality of arrive at iFood providers’ their service, the way they manage Rolling out first-party capabilities US$ bn Promoting wellbeing To compete effectively against 1P 3 locations at the exact moment their money, and how to plan the next invested over the past three years iFood has developed scalable and challengers, iFood has rapidly built its that the food is ready, steps of their lives – from developing navigate through Brazil’s Making lives better sustainable solutions to improve the further as drivers to changing careers. own 1P capabilities from scratch and Through its Make Lives Better wellbeing and lives of drivers. own delivery now accounts for some crowded cities and diverse programme, iFood is delivering Highlights include a loyalty Training drivers in first aid 30% of total orders in Brazil. % neighbourhoods quickly with ever-greater sustainability benefits programme, iFood Delivery de iFood is pioneering an innovative >102 our own mapping system, and to restaurants, drivers, consumers Order growth >102% YoY Vantagens. It counts on a strong White Helmets first-aid training bring in more revenue. – everyone involved in its rapidly network of partners through which programme that is helping to boost Leveraging data and artificial Our goal is to serve more expanding food-delivery ecosystem. iFood can provide a broad set of the reputation of drivers in the intelligence than 50 million Brazilians as products and services to drivers, community. In partnership with São Improving driver safety while in return increasing each Paulo’s biggest public hospital, drivers iFood leverages data and AI to predict m rapidly as we can. We believe iFood is committed to improving the demand, optimise products and drive >30.6 partner’s user base. It is a great way attend in-class training. Trained drivers iFood Brazil: Order growth 76% – 30.6 reducing food and delivery health and safety of its fast-growing down operating expenses. In particular, to help promote a better life for drivers are provided with first-aid tools and million monthly orders, from 160 000 active costs will boost our iFood driver fleet. Several initiatives were and their families, giving them access content that they can carry with them its deep food network enables iFood to restaurants in some 1 000 cities introduced throughout the year. These generate significant and highly Loop meals and popularity to services and benefits not offered as they travel around Brazil’s busy included traffic safety videos on the anywhere else. cities. They also proudly wear white predictable volumes for its restaurant with customers quickly.” drivers’ platform; an accident button partners in exchange for higher helmets – a mark of their new skills for Fabricio Bloisi on the riders’ app so they can get Helping drivers learn and prosper everyone to see. As well as increasing commissions. Those higher commissions, CEO, iFood instant dedicated support if needed; iFood also wants to help to make sure together with user-preference analysis 9.3m the potential for drivers to save lives, and changing incentives for riders to drivers can have a prosperous and order batching, allow iFood to give iFood: 1P logistics business has grown to this initiative draws attention to their more than 9.3 million orders per month promote safe driving and reduce rider occupation, develop professionally social importance – enhancing its customers top-rated meals at stress. iFood also introduced and increase their compensation. competitive prices and low delivery fees. recognition and respect. Following a comprehensive accident insurance for Learning is key here and through the highly successful pilot, iFood is rolling Artificial intelligence initiatives – all riders, covering not only when the iFood Academy, iFood offers drivers out the initiative in the coming year. iFood 59 • Dynamic pricing aimed at optimising iFood Net Promoter Score in Brazil delivery fees based on the demand, weather and distance • Route optimiser used to determine best routes for couriers customer relationship. With Loop, • Anti-fraud tools powered by AI iFood creates value for all stakeholders: customers receive Introducing more reasonably priced meals and save advanced technology time, restaurants can fully use their In line with its focus on using innovative kitchens’ spare capacity and couriers technology to deliver an ever-better generate incremental income across experience for customers, iFood is a full day. At the same time, order testing robots and drones to increase batching significantly improves unit the speed and reliability of deliveries. economics for iFood. With Loop, everybody wins. iFood uses AI and ML to power its Targeting affordable lunches logistics. This is core to the significant with Loop cost savings passed on to consumers. To expand its customer base, drive It provides the ability to offer quality order frequency and improve lunchtime meals for about US$3 using top-of-mind brand awareness, iFood kitchens during idle time (09:00 to has launched Loop, targeted at a midday). Orders can be batched so relatively unpenetrated segment – iFood delivery partners are able to affordable lunchtime orders. Loop take up to 18 simultaneous orders on meals are prepared by partner delivery runs. As a result, the cost of restaurants but are essentially delivery has decreased by 64% and white-label products, ensuring that the order frequency jumped by more iFood platform is at the centre of the than 65%. 34 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Through the app, iFood will implement SWIGGY – A LEADER IN INDIA Swiggy Food Delivery continued several initiatives to encourage Prosus has a 40.02% stake in Swiggy sustainability practices. The first pilot is – India’s largest food-delivery platform an opt-in/opt-out option that gives with an ambition to become India’s customers the choice not to receive ‘everything app’. Since our initial unwanted disposable items like cutlery, >520 investment in 2017, Swiggy has grown straws and cups. This also helps the cities covered, adding a rapidly – building its core 1P restaurants to save money on new city every two days food-delivery business by expanding purchases. The second initiative is to to over 520 cities; growing its supply give customers the option to replace base to over 160 000 restaurants; plastic packaging and items by unlocking the middle-class segment choosing biodegradable and other >160 000 with curated low average order value sustainable materials. restaurant partners (AOV) offerings and subscription/ loyalty innovations such as Swiggy Another solution is to increase POP, Swiggy Daily, Droppt and Swiggy recycling awareness and behaviour Super; and heavily investing in 1P with the help of WhatsApp and QR infrastructure, vouchers, marketing, codes on packages. Users simply 240 000 product and tech. scan the code and it will initiate a own-delivery partners WhatsApp conversation that explains Leading the way how to properly discard of each type Swiggy currently delivers food from of material. 160 000 restaurant partners leveraging Helping restaurants too The first partnership is with Ação da >95% the network of 240 000 couriers. Building on the success of the iFood Cidadania, one of the major In addition, iFood is planning own-delivery orders Academy for drivers, iFood is also now organisations working to mitigate to encourage best practices in looking to create an academy for the hunger across Brazil. Users can make restaurants, for example by creating 160 000 restaurants on its platform. small donations quickly and easily via a green category on the iFood app The aim is to provide learning and the iFood app. All the money raised and a green restaurants list and/or other support to help restaurants will go to Ação da Cidadania. It is a label. And iFood Shop (the materials develop their commercial and culinary great way to use smart technology to purchase service for restaurants) has skills and know-how so they can truly quickly change the culture of donating stopped selling disposable single-use prosper. The programme is due to in Brazil from special occasions or plastic items such as cutlery, cups launch in the coming year. specific campaigns to simple everyday and plates. gifts. Looking ahead, iFood plans to Initiatives have also begun across build on the initiative to engage more iFood’s offices. These include closely with the people who donate by implementing segregated recyclable giving them reports on how their and non-recyclable waste collection donations are being put to good use. and stopping the use of plastic cups. It is an example of technology with a human touch. Environmental initiatives iFood is undertaking a number of environmental initiatives. Reducing single-use packaging is a priority. In the year ahead, iFood is committed to reducing the amount of disposable Tackling hunger plastic items delivered to consumers. iFood is using its technology to help The work includes providing fight hunger in Brazil. It has created a awareness through marketing platform to facilitate consumer campaigns and stimulating restaurants donations to affiliated non-profit to rethink their procurement practices. organisations (NGOs) that produce low-cost, nutritious meals. The platform offers the opportunity to donate meals easily via the iFood app. 35 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Mr D Food Food Delivery continued DELIVERY HERO – A LEADER IN 35 OF 44 COUNTRIES Through Takealot, we own Mr D, the leading online food-delivery business in South Africa. Mr D is reported as part of Takealot as its logistics are >4 000 closely integrated with that company. Expanding into adjacent areas cities covered Swiggy has been active in moving into MR D adjacent growth areas. Capitalising on the relatively underdeveloped restaurant supply in India, it has vertically integrated upstream in the 1.2 bn food-value chain by investing in new people covered 2x supply concepts, including cloud Mr D delivered double last kitchens (Swiggy Access) and private year’s volume in orders brands (Homely, The Bowl Company and other brands). Swiggy’s 44% private-brand revenues have own-delivery orders approached those of top 10 food brands in India in two years. Delivery Hero debt-free basis and set up a joint Looking ahead Prosus has a 21.16% stake in Delivery venture to manage combined Asian Today we have a big local presence Green cloud kitchens Hero, the leading multibrand operations. 216m in fast-growing food-delivery markets food-delivery platform with a presence orders delivered in Q4 2019 through our core portfolio companies. In Swiggy Access cloud kitchens, (+99% YoY) sensors monitor and regulate fuel in 42 markets, including 36 countries The rationale for this strategic Looking ahead, we will continue to and electricity consumption. In where it has a leading position. By the partnership is compelling: Woowa is grow in these core markets and build addition, infra-red burners have 2019 financial year, Delivery Hero had the largest online food-delivery adjacencies – local food-service reduced fuel consumption by 20%. rapidly transformed into a hybrid platform in South Korea via its brand brands, convenience stores, and more. It is part of Swiggy’s focus on 1P/3P player with 1P orders accounting Baedal Minjok, and the country is one 500 000+ We want to play an ever-bigger part reducing environmental impact for around 52% of the total. of the most lucrative food-delivery restaurants in the supply base. Its core in leading the food-delivery revolution across its operations. areas, with a total addressable market region is Middle East (Turkey, Saudi for consumers, restaurants and A global player estimated at US$93bn. This is set to be Arabia, Kuwait and other states) delivery partners around the world. Delivery Hero delivered over a transformational deal for Delivery where it holds strong leadership 216 million orders in Q4 2019, an Hero, boosting its global gross positions. Announced US$4bn increase of 99% YoY. It has a supply merchandise value (GMV) and acquisition of Woowa Brothers in Artificial intelligence initiatives – South Korea. Swiggy base of over 500 000 restaurants. revenues by around 90% and Swiggy’s AI platform helps to 30% YoY respectively(1). predict consumer demand in specific South Korea acquisition geographic areas and at certain In December 2019, Delivery Hero times of the day, opening up further announced its plans to acquire Woowa Brothers’ business in South (1) Pro forma YoY for nine months of 2019, as opportunities for growth, for example per Delivery Hero investor presentation on through cloud kitchens. Korea for US$4bn on a cash and 13 December 2019.

Part of everyone’s everyday Swiggy: Long-term consumer value proposition – Transforming consumers’ lifestyles in a hitherto unimagined way

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Milk, freshly baked bread, Swiggy Bike-Taxi when running Working lunch with Bowl Company Daily fruit salad from Swiggy Daily Special birthday dinner for Night snacks – Swiggy Store or Dark Pods Remember meal diapers, cold pressed juice late for meeting at 09:30 Swiggy One customers for last-minute convenience (eg chips, subscription from previous night ice-cream, beverages) 36 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

The opportunity GLOBAL PAYMENTS INDUSTRY REVENUES (US$’tn) KEY TRENDS IN PAYMENTS Payments remain one of the most Payments important and fastest-growing areas in financial services worldwide. Global US$600bn and Fintech payments revenues are expected to Building a world without grow from US$1.9tn in 2018 to US$2.7tn 20 2.7 20 financial borders where by 2023, with 60% of relative growth high-growth US$600bn PayU operates in 18 high-growth markets, everybody can prosper coming from emerging markets. In markets five of which are in the top 10 fastest- addition, online payments are growing markets (India, Russia, Argentina, 1.9 Turkey and Mexico) expected to increase at double the REVENUE(1) (US$’m) rate of offline payments. Four key 1.3 trends are shaping the industry: growth 2020 428 is driven by high-growth markets and >300 2019 360 the shift from cash to digital payments; payment 2022 accelerating consolidation in the options Digital payments are expected to overtake TRADING LOSS(1) (US$’m) payments market is creating global cash payments by 2022 in India players at scale; alternative payment 2013 2018 2023F 2020 (67) methods are growing fast; and data is Source: McKinsey Global Payments report, September 2019 2019 (43) enabling new service.

PERFORMANCE HIGHLIGHTS Pioneering credit in India Strengthening in Turkey Expanding in Southeast Asia Ensuring responsible lending PayU continued to grow well – In line with PayU’s mission to build a We completed the acquisition of Iyzico We completed the acquisition of a PayU’s financial services, and delivering solid results, Continuing to grow well (excluding world without financial borders, we to strengthen our position in Turkey’s majority stake in Red Dot to expand especially its growing credit business strengthening its market position in FX and M&A) have been pioneering credit for high-growth ecommerce market, which our presence across the Southeast in India, are key drivers for removing India, boosting its credit business, consolidating in Turkey and PayU’s revenue grew 19% YoY underbanked people in India. We experienced a compound annual Asian market. Southeast Asia is an financial borders and enabling digital expanding in Southeast Asia. (excluding FX and M&A). The growth started building an inhouse credit growth rate (CAGR) of 30% between attractive base to enter one of the inclusion. PayU aims to use technology and data responsibly to increase (1) came on the back of 26% YoY growth business two years ago and 2014 and 2017. Turkey has a large most dynamic markets globally, with Presented on an economic-interest basis. in the volume processed in the organically scaled the business to presence of global merchants and is high ecommerce growth (62% CAGR financial inclusion and broaden access payments business. The processed US$10m monthly loan issuances by now our single-largest market in the 2015 to 2019) and a high share of to finance for underserved segments volumes reached US$37.9bn, driven by December 2019. Starting first with Europe, Middle East and Africa (EMEA) alternative payment methods (70% of of the population. At the same time, “Our mission is to connect 30% growth in the number of LazyPay, a delayed-payment region. With the integration of Iyzico, ecommerce). Many of our crossborder PayU is aware of the importance of consumer and merchants transactions processed. convenience product, we graduated to PayU will be able to leverage its merchants were expecting local applying clearly defined principles on online across all high-growth issuing instalment loans, all the while existing relationships with global payment processing for Southeast responsible lending and aligning markets around the world. We Sustaining growth in India managing the credit losses. merchants and Iyzico’s product Asia. This transaction gives us access internal processes towards this end. are now present in more than The payments business in India has capabilities to drive incremental to local payment-processing For this purpose, PayU has formally 20 markets with more than continued to be the growth engine – To scale our credit business in India, crossborder volume. capabilities in the region as well as defined a responsible lending with volumes growing 30% YoY. India’s we recently acquired the majority unique payment solutions for the hotel guideline to govern its approach in 2.5 billion people who need processed volumes were US$19.4bn, shareholding in PaySense. PayU is access to digital payments and hospitability segments. We have this vital area, including elements 51% of the total volume processed by setting the ambitious goal to rapidly integrated Red Dot into our global hub of responsible AI and the avoidance and alternative lending PayU. The structural shift to digital grow its online credit business by in order to offer all existing merchants of bias and discrimination within solutions. We are a leading payments in the country, together with combining PaySense and LazyPay. access to the Southeast Asian market. automated and data-driven credit provider of more than 300 our ability to increase conversion rates decision models. local payments solutions to for enterprise merchants and our global brands and a ability to enter new segments such as technological partner of major billing and small and medium-sized financial institutions. We are businesses have been the main drivers of this sustained growth, above Key trends in payments different because we were market rates. ‘born local’ but operate at The shift from The increasing The growth in Data enabling global scale, focusing on data Acquiring Wibmo cash to digital share of alternative crossborder new services and digital-only.” With the acquisition of Wibmo, a money payment methods payments payment security leader, we were (APM) Laurent Le Moal CEO, PayU able to create closer partnerships with leading banks, enabling a reduction in transaction failures, therefore further strengthening our relationship with merchants. 37 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Payments and Fintech continued PERFORMANCE IN 2020 Adults without credit bureau coverage – regional % of population >US$37.9bn processed payment volume, up 29%, Gaining a real understanding Strengthening the data 51% contributed by India 63% science team Europe and of financial prosperity Central Asia We wanted to understand better what We strengthened the data science financial prosperity actually means for team by hiring a new chief data our customers and our markets. To this scientist and will hire more team bn 88% end, PayU created and published an members in the year ahead. The data >10 Middle East and data fields captured innovative financial prosperity barometer. team enables both payment and North Africa credit decisions to leverage the data 87% The report was highly enlightening, successfully from the payments and South Asia underlining how prosperity means credit businesses. different things to individuals across >1.18bn different markets. Throughout the transactions, up 30% report, PayU has explored the depths of these different views on what it Value-added services % % means to be prosperous and looked We are developing a platform to offer 60% 93 78 Sub-Saharan Africa value-added services to merchants, Latin America East Asia at how access to different financial and Caribbean and Pacific services can impact them. lenders and banks. Multiple initiatives >10m are underway, including providing loan transactions per month Building on its increasing global improved analytics and data insights impact and the understanding gained to our merchants; improving our credit from the report, PayU’s ambition is to models using ML capabilities; providing continually rise to the challenge of credit scores to other financial services US$66m financial inclusion and education. institutions; and preventing fraud in Majority acquisition in PaySense Using the technology of today, and payment transactions. to scale our credit business in India tomorrow, PayU aims to truly create a Acquisition of Iyzico in Turkey world without financial borders where everyone can prosper. Acquisition of digital payments meet-and-greet sessions across minimising financial risk, as well as Training our people in artificial company, Wibmo, for US$66m multiple cities where the teams managing conduct risk and fraud and intelligence and machine learning Majority acquisition in Red Dot Payments working on AI/ML projects shared Ensuring customer safety protecting the interests of the broader Providing enterprisewide training to their work and helped colleagues to and wellbeing ecosystem and customers. These are Using data to build the business our employees on AI/ML has been understand how AI/ML can be used Our commitment to customer safety core processes for PayU and as such We have made several strides in our top priority. During the year almost in business. We are committed to and wellbeing includes initiatives to are frequently tested through both incorporating AI and ML capabilities in 650 employees participated in various providing avenues and encouraging educate customers on safety and internal controls and external audits. our own operations and training the ML/AI programmes delivered by employees to gain skills in this area. fraud prevention. workforce in the AI/ML technologies. MyAcademy. We also arranged Building external partnerships As a leading payment service provider We continue to build external and increasingly broader financial relationships with partners to enrich services player, we undertake Analysing the whole system our data set beyond the ones significant investments into customer We have significantly Financial prosperity barometer – key findings generated by our own payments and product safety. This includes enhanced our fraud detection business. As part of this broad and investments into our capability to and prevention – going from deep commitment, any M&A project prevent fraud for our merchants and analysing a selection of data we undertake will include a rigorous end-customers. We continually roll out data due diligence and data synergies state-of-the-art AI- and ML-enabled points to now using ML to component. fraud solutions. quickly and effectively analyse Over 75% of 60% of respondents 50% of people in For over 30% of Only 25% of Nearly one in 10 the whole system. Quicker, respondents feel financial the countries respondents ‘being respondents feel (9%) respondents In our payments business as well as in better fraud detection means believe that services have surveyed believe happy with your life’ that ‘being wealthy’ declare that they the growing credit business, we act as improved security, peace of financial services already helped you cannot be and ‘good health for in itself is necessary don’t have access a gatekeeper in a broader ecosystem. can help people them to become prosperous without friends and family’ for prosperity to any major In order to fulfil this responsibility, we mind and trust for consumers plan for future more prosperous access to financial are the key financial service have strict and well-defined customer and merchants, which is good prosperity services characteristics for onboarding and underwriting news for us. defining ‘prosperity’ processes in place. This focuses on 38 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Payments and Fintech continued INDIA OFFERS A LARGE OPPORTUNITY IN PAYMENTS AND CREDIT Contributing to communities India digital payments(1) expected to reach ... and India digital lending(2) to grow to We undertake a range of initiatives designed to contribute to communities across the Payments and Fintech US$1tn US$450bn Protecting privacy and data Creating a diverse and segment. To share a flavour of what we do, we highlight a few of our of payment 1 000 consumer We take IT security and data privacy inclusive workplace volumes lending extremely seriously. Keeping We are focusing on creating a activities in Poland. payments-related data and any kind diverse and inclusive workplace +28% of personal or otherwise critical across all our offices and regions. PayU is one of the co-organisers of information safe is of utmost This year has seen considerable the RogaLOVE campaign in Poland, importance to our business – it is at progress in promoting diversity as a which aims to help in improving the the heart of the continued trust of our key element of hiring and retention, treatment conditions for children customers and the general public. with several initiatives being carried with cancer. Through a dedicated website, everyone can buy delicious 454 Based on a formally defined risk out by the local teams, such as the +25% +35% appetite statement, PayU has set up introduction of nursing rooms for new traditionally made buns, pay for them specific minimum security standards mothers. through the PayU platform and share them with loved ones, friends, clients, that all PayU businesses and regions 227 +40% need to comply with, on top of India has led by example by creating business partners or colleagues. All expectations that are formulated by a day-care centre in our main office the income from the sales is allocated to a charity goal – to help children 76 75 the payments industry (PCI) and other of Gurgaon and introducing a 14 industry standards or regulations. programme to help young mothers with oncological illnesses through Regarding privacy, PayU has a global return to the workplace. the support of Dzieciaki Chojraki, FY14 FY19 FY25F FY14 FY19 FY25F the Association for the Development privacy programme built around (1) Digital payments include cards, net-banking, UPI and wallets. General Data Protection Regulation In Israel, we have implemented a of Marrow Transplantation and (2) Digital lending includes loans disbursed digitally at both online and offline channels. (GDPR) requirements from the EU. programme to encourage and help Paediatric Oncology. Source: Research BCG-Google Digital Lending Report PayU is well prepared to comply with more females to embark on a career and is effectively ahead of industry in software development. standards in most non-GDPR markets. Our biggest charity campaign in Looking ahead Poland is with the Great Orchestra of PayU will maintain its strategy to drive Christmas Charity (GOCC). We have strong growth in the years ahead. been working with the GOCC since PayU will put even more emphasis on 2002. The primary objective of the two key areas: increasing our GOCC is to support healthcare in investment in India, and credit. A key Poland by purchasing state-of-the-art focus here will be to invest further in AI medical equipment for Polish hospitals and data science capabilities to build and clinics. Each year more and more new services. funds are raised on the internet. PayU is the financial partner of this charity and provides commission-free secure online payments. In 2020, PayU helped collect over US$7.5m. The total value of transactions secured by PayU since 2002 is more than US$30m. Our employees in Poland have also launched a charity project called PayU Volunteers, which affords the opportunity to all PayU Polish employees to volunteer in local hospitals and charities, contributing their time and skills. 39 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

(repair service) and Conversion eMAG MARKET eMAG opened a new central Etail Marketing (performance marketing). OPPORTUNITY distribution and shipping hub in The opportunity In the 2019 financial year, eMAG also October 2018 and a new regional hub Focusing on sustainability Giving customers across The etail opportunity across Central acquired a 54% stake in EuCeMananc, in October 2019 to provide improved eMAG is committed to ensuring Central and Eastern Europe and Eastern Europe is substantial. a food-delivery platform in Romania. fulfilment services to its customers and sustainable growth and positive the very best etail experience eMAG’s geographies promise robust to a greater portion of its 3P sellers. impact. To this end, eMAG focuses 26% The team is currently working on a on four key areas: contributing to the growth. These broader growth trends ecommerce next-generation warehouse, expected communities it operates in; respecting (1) combine with a relatively low level of penetration in REVENUE (US$’bn) Giving customers the very best to be ready later in 2020. natural resources and climate; a just etailing. Ecommerce penetration in eMAG offers customers significant Romania is just 7% 2020 1.76 Romania is just 7% compared to 15% in vs 15% in the US society; and providing meaningful selection, value and convenience. and 26% in China. To elevate the service levels of its careers for employees. 2019 1.85 the US and 26% in China. Rates in Consumers can choose from a wide Hungary (5%) and Bulgaria (3%) are Rates in Hungary ecommerce platform, eMAG is building selection of products across multiple (5%) and Bulgaria its Sameday courier business. TRADING LOSS(1) (US$’m) similarly low. The ecommerce market categories, from electronics to fashion (3%) are similarly is expected to grow by 15% annually Sameday aims to achieve a 99% to home. To ensure convenience, low on-time delivery rate, compared to the Supporting local businesses 2020 (62) in Romania, 8% in Bulgaria and 12% eMAG offers buyers a range of in Hungary. 80–90% rates achieved by other In 2019, eMAG introduced the Open 2019 (150) delivery options, from home delivery players in Romania. Romania programme. The aim is to An ecommerce leader to locker pick-ups. support local producers, companies in Central and Eastern Europe % To ensure customers have a full suite of and communities by enabling small PERFORMANCE HIGHLIGHTS 15 delivery options, eMAG is deploying eMAG is dedicated to becoming businesses to trade their products and eMAG, our leading etailer in Ecommerce Central and Eastern Europe’s leading expected to grow automated lockers (EasyBOX) across services on eMAG’s platform without Central and Eastern Europe Improving the customer experience Romania, giving customers 24/7 paying any commission. So far, over continued to grow and strengthen online retailer. The company operates by 15% annually in a first-party/third-party (1P/3P) eMAG has a market-leading customer Romania, 8% in service, pick-up flexibility and 99%+ 2 000 partners have joined Open its position. eMAG continued to on-time delivery rates. grow well – delivering solid results, business-to-consumer (B2C) satisfaction Net Promoter Score (NPS) Bulgaria and 12% Romania. In 2019, the programme strengthening its market position. of 70. in Hungary registered around 80 000 orders and ecommerce platform in Romania, eMAG has also increased its focus on (1) Presented on an economic-interest basis. Hungary and Bulgaria under the generated sales of around US$2.9m for eMAG aims to improve the customer its ‘fulfilled by eMAG’ model, where it the business. eMAG brand, and a leading fashion experience through four strategic manages delivery logistics for its 3P shopping destination in Romania initiatives: building its own delivery partners. “We aim to build the largest under the Fashion Days brand. In courier business, Sameday; rolling out hybrid (1P/3P) ecommerce addition, the company operates its network of automated parcel To complement its online platform, Sameday (courier delivery), PC Helping sellers sell platform in Central and lockers; expanding its ‘fulfilled by eMAG is building showrooms across Through the Sellers’ Academy, eMAG Eastern Europe. With this Garage (specialised online retailer eMAG’ model; and expanding its Romania and its international markets. focused on gamers), Depanero provides advice, information and platform and our showrooms. This offline presence gives eMAG a training, including over 100 online entrepreneurial spirit and strategic advantage over pure online videos, to help sellers develop their know-how, we focus on competitors. ecommerce businesses. Launched in giving our customers the May 2019 for eMAG Marketplace very best in terms of sellers, the Sellers’ Academy programme includes over 236 video Instant money back selection, value and tutorials and 382 articles. New articles In 2019, eMAG introduced the ‘instant convenience – a winning and videos are constantly being money back’ service for all products combination that enables added. To date, the Sellers’ Academy regardless of the sales channel. us to grow and lead has been viewed over 350 000 times long term.” and has over 258 000 unique visitors. Iulian Stanciu CEO, eMAG Applying artificial intelligence and machine learning Working closely with the group AI team, eMAG applies AI and ML across many areas of its business, for example personalisation, through recommendation engines, and risk engines to detect potential fraud. 40 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

As a result, eMAG has reduced continued and Potential Leaders) with a focus on eMAG ACADEMY PERFORMANCE IN 2020 Etail leadership and business strategy. cardboard used per delivered unit There are also Technical, Commercial, Managing waste by 40% YoY, and plastic used per Marketing and Retail Academies for eMAG’s waste-reduction initiatives delivered unit by 17% YoY, while also business units to increase both hard include using recycled packaging reducing the incidence of product and soft competencies in these key >355 000 material, choosing the smallest damages per deliveries. 70 functional areas. In addition, eMAG’s views, 260 000 unique visitors size box for shipping to avoid market-leading Net Promotor Score (NPS) online learning platform draws on the overpackaging, avoiding single-use Looking ahead groupwide MyAcademy resources as plastic, promoting the recycling of eMAG aims to continue growing well as custom-built inhouse and shipping materials after customers faster than the market, to outpace external courses. eMAG’s We Care About programme receive their shipment, and also competitors, gain market share and In 2019, eMAG aims to keep children with poor offering customers free-of-charge increase profitability. eMAG is also school results in their school pick-up for their old white goods to looking to put together a formal introduced the ‘instant population and to support the ensure they are disposed of green plan to strengthen sustainability money back’ service for Promoting employee wellbeing accumulation of knowledge responsibly. and optimise positive environmental eMAG places a big emphasis on necessary to pass the national impact. Above all, eMAG will invest in all products regardless employee wellness and wellbeing. examination. The programme Warehouse initiatives include technology and talent to improve Employees are encouraged to includes afterschool centres and designing processes and allocating services and excel at giving of the sales channel. develop and exercise both mentally dedicated teacher teams organising resources to consolidate as many customers the very best experience and physically. To this end, health and assisted-learning groups for children multi-unit orders as possible into single across its businesses. sports subscriptions are included in with poor school performance. parcels; investing in reusable boxes to employee benefits packages, there is replace single-use cardboard boxes an onsite gym at eMAG’s head office, for transferring products from the and regular wellness sessions are warehouse to showrooms; and using held. Reducing carbon emissions robots to wrap goods containers in foil eMAG strives to reduce its carbon automatically and more efficiently. Through the 140 Beats per Minute emissions. The introduction of its Foundation programme, eMAG works EasyBOX network, for example, has with communities to promote sport as reduced last-mile delivery and Generating innovative ideas an essential part of education. The promoted stacked delivery. As the eMAG continues to hold annual programme also has an internal network grows, so will the hackathons. At these inspiring events, component, with training sessions environmental benefits. coders get together for 24 hours to and grand prix-style competitions for code something amazing, winning eMAG employees. In addition, eMAG has a fleet of 100% great prizes. Now in their sixth year, electric delivery vehicles for last-mile the hackathons get bigger and better urban deliveries. This green delivery every time. They have proven to be service is a first for Romania. The a novel way to generate new ideas Encouraging educational initial pilot consists of six electric vans, for the business and for customers. excellence with plans to expand to 70 electric eMAG’s EasyBOX service, for example, Across Romania, eMAG’s Let’s Go to vehicles in the coming year. began life as a hackathon idea. School Olympics! programme focuses on raising the level of education of Starting in 2020, the eMAG children. The programme provides warehouse in Joița și Chitila will be performance training in the best powered by 100% green energy. Enhancing learning and possible conditions to all children who development want to achieve above the average eMAG also participated as an eMAG undertakes a number of level. To this end, mathematics, physics authorised seller in the state-funded initiatives to enhance employees’ and informatics training centres have Cash for Clunkers programme for learning and development. Future 25 been implemented in almost all electrical appliances, both in the is a unique talent acceleration major cities. 2018 pilot and in 2019. This involves programme created by eMAG to find replacing used equipment with the brightest, most promising 25 newer, more energy-efficient home youngsters, ready to become appliances. tomorrow’s leaders. Leadership learning programmes focus on three areas: Leading Self, Leading People and Leading the eMAG Business. The Leadership Academy is in its second year. It has three levels (Harvard, TMI 41 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Takealot to Takealot and 80% of user visits to Etail – Takealot Superbalist.com were from mobile The opportunity devices. The Mr D business is Continuing to grow and South Africa’s ecommerce sector holds predominantly mobile-based. innovate as South Africa’s notable promise and shows positive leading etailer Home-grown success momentum. The country has a low rate Over the past nine years, Takealot has of internet penetration – 63% in 2019 grown from 25 employees to more according to Euromonitor – and online REVENUE(1) (US$’m) than 2 800 today. Moreover, 88% of retail penetration of just 1.4%, these employees are black people, compared to 16% worldwide. This 2020 392 44% are black women and 2% black leaves considerable scope for 2019 318 people with disabilities. Takealot.com’s consumers to migrate from offline marketplace provides third-party to online. From 2019 to 2023, this TRADING LOSS(1) (US$’m) sellers the opportunity to sell their migration is expected to drive 21% products online while making use of annual growth in online retail. That 2020 (43) Takealot’s platform, supply chain and means the etail growth opportunity 2019 (50) logistics capabilities. This provides remains substantial, particularly for local businesses a cost effective way businesses that can lead in delivering to enable themselves digitally. PERFORMANCE HIGHLIGHTS an excellent customer experience. Throughout the year, Takealot South Africa’s etail leader continued to grow and strengthen South Africa’s leading etailer its position as South Africa’s leading Takealot.com grew GMV 29% YoY. etailer. Takealot group revenue Continuing to grow and lead This was driven by the 3P marketplace increased by 23% YoY and negative in South Africa business which grew 77% YoY and now trading margin improved from 16% The Takealot group in South Africa in 2019 to 11% in 2020. All accounts for more than 39% of GMV. businesses contributed to growth. includes three major businesses: Revenue grew 28%, slower than GMV, Gross merchandise value (GMV) Takealot (general online retail), due to the shift to 3P. Trading losses grew 43% YoY. Superbalist (apparel and footwear) continued to decrease YoY, with the and Mr D Food (Mr D) (food-delivery (1) Presented on an economic-interest basis. negative trading margin improving business). from 16% in 2019 to 11% in 2020. A mobile winner Moving into profit for the first time “The South African market Growth continues to come In December 2019, Takealot achieved still lags the rest of the world predominantly from mobile channels. its first-ever profitable month in the in terms of online retail as a Throughout the year, 69% of user visits history of the company. percentage of total retail. As South Africa emerges from Strengthening the fashion business Forging ahead as the number 1 the threat of Covid-19, the ONLINE RETAIL FORECAST (US$’m, EXCLUDING INFLATION) MARKET OPPORTUNITY Superbalist grew revenue 44% in food delivery online opportunity will only organically YoY, as the fashion South Africa’s leading food-delivery increase and Takealot is business continued to work through the business, Mr D, continued to grow at a well poised to continue integration of Spree. Negative trading rapid rate – revenue increased 83% capitalising on this trend margin improved from 32% in 2019 to YoY. In August 2019, Mr D implemented 63% 2 689 through a keen focus on 21% CAGR 23% in 2020, demonstrating the cost an accelerated-growth plan for South Africa’s low rates of internet customer service, technology savings of the merger. In August 2019, customer acquisition. It exceeded the penetration (63% in 2019 according to 2 171 Euromonitor), and online retail penetration and supply chain and Superbalist strengthened its private- new plan’s elevated order target – (1.4% in 2019 according to Euromonitor) label and general-management delivering roughly double last year’s logistics expansion.” 1 781 leave considerable scope for consumers capabilities with the purchase of Design volume. to migrate from offline to online Kim Reid 1 483 Liaison, a private-label design and Founder and CEO, Takealot 1 241 manufacturing company. Customer service is key 1 054 Customer service is core to all A great Black Friday Takealot’s businesses. It is about Both Takealot and Superbalist keeping promises without fail, and performed well over Black Friday – doing this at scale. Two key elements 21% handling the biggest ever volume drive this customer service – great From 2019 to 2023, this migration is of orders, leading to record GMV people and great deliveries. expected to drive 21% annual growth in online retail FY18 FY19 FY20 FY21 FY22 FY23 on the day.

Source: Euromonitor 42 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

The group continues to invest in and continued Looking forward Etail grow this capability. Through the year As more and more people move to for example, it launched 45 click-and- Making it easy for people online in South Africa, Takealot is at the collect points around the country. to donate forefront of this transformation. Looking These have proved extremely popular. Takealot also has a long-standing link ahead, the focus across all three Click and Collect now accounts for 15% with Beautiful Gate, an organisation businesses remains the same – to of orders. dedicated to supporting the welfare of provide satisfying customer service, under-privileged families in Cape value and convenience and in so During South Africa’s initial national Town. Whenever someone checks out doing, to continue to lead and grow lockdown period between 26 March of a Takealot site, they have the option for long-term sustainable success. and 30 April, all restaurants were to donate to Beautiful Gate. Around mandated to be completely closed R100 000 was donated in Market opportunity and Mr D could only operate at a the first year of the partnership. South Africa’s low rates of internet small fraction of its capacity, delivering Eight years on, donations now total penetration (63% in 2019 according to essential goods. To support the Mr D R4.5m. Euromonitor), and online retail driver network, a driver fund was penetration (1.4% in 2019 according to established to provide the majority of Euromonitor) leave considerable Mr D Food’s drivers with a minimum scope for consumers to migrate from earnings guarantee for the five-week Ongoing environmental initiatives offline to online. period during which restaurant food Environmental initiatives include delivery could not operate. Takealot using 100% recyclable From 2019 to 2023, this migration is packaging, with paper rather than expected to drive 21% annual growth In addition, to ensure driver safety, plastic voids. An updated transport in online retail. Takealot has provided hand sanitiser fleet of newer, larger, more energy- and implemented the promotion of efficient vehicles also saves money World Health Organization (WHO) and as well as being better for the South African health authorities environment. best-practice hygiene guidelines to all drivers and staff. All deliveries are More energy-efficient LED lighting made contactless, and pick-up/drop-off is also being introduced in the points were temporarily closed. distribution centres. In addition, where possible, Takealot is using sea freight rather than airfreight, which is more cost efficient and Focusing on artificial intelligence environmentally friendly. and machine learning Takealot continues to invest in building its AI and ML capabilities. The focus of their work is on discovery, search, TAKEALOT PERFORMANCE IN 2020 The Takealot Delivery Team (TDT) manages and executes all deliveries churn prevention and lifetime value Investing in great people for Takealot, Superbalist and Mr D. calculations and models. In the year Takealot focuses on hiring great TDT comprises a combination of ahead, the plan is to centralise people and developing them. The Takealot employees and a network resources to further increase the 39% group continued its graduate of independently owned delivery application of AI and ML to help drive 3P gross merchandise value (GMV) recruitment programme for software franchises. There are now 60 the business forward. accounts for 39% of total GMV engineers, and the expansion of privately owned franchises thriving development offices in Stellenbosch on growing volumes of orders and and Johannesburg has helped attract employing around 4 900 drivers. further engineering talent in a Franchises are held to minimum Investing in local businesses challenging environment. standards when onboarding and and people R4.5m Takealot undertakes various BBBEE customer donations facilitated by managing drivers (including driver’s Takealot at checkout to Beautiful Gate, an licence, identity documents, work initiatives. These include bursaries to organisation dedicated to helping family permits and criminal record checks). six software engineering students; welfare, based in Cape Town Championing end-to-end delivery Takealot has a compliance team R1.8m in funding to two Takealot The other core differentiator is which undertakes periodic checks delivery team franchisees to expand end-to-end delivery. Takealot is now to ensure that these standards their operations; and sponsored the largest direct-to-home delivery are upheld. learnerships for 79 participants, platform in South Africa. including 59 people with disabilities. 43 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

EDUCATION – MAKING LEARNING Ventures ACCESSIBLE TO ALL Identifying and nurturing Identifying and investing in the next wave the next waves of growth Our Ventures arm partners with entrepreneurs around the world to build leading technology companies in US$6tn REVENUE(1) (US$’m) exciting new high-growth markets. Our Global spend on education is set to grow at 5% CAGR over 2015–2020, reaching over goal is to identify and nurture the next US$6tn in value by 2020 2020 99 wave of growth for the group – the 2019 38 next big areas where we can build leading global businesses that help improve people’s lives. To this end, we TRADING LOSS(1) (US$’m) focus on trends, technologies, themes 200m and geographies to select investments Each month, 200 million students in 2020 (57) with the potential to experience 35 countries, all turn to Brainly to ask more, 2019 (54) significant growth in the coming know more, and learn faster decades. PERFORMANCE HIGHLIGHTS To date, we have invested a total of Throughout the year, we made key US$855m into 20 companies investments in our chosen areas of 45m worldwide, excluding Movile as well focus for Ventures, including Codecademy has taught over 45 million education, blockchain and India. All as Food Delivery that was spun out of people around the world to code in all, Ventures invested US$215m in Ventures into this segment, across 12 deals throughout the year as well education, elder care, blockchain, as continuing to nurture its portfolio of logistics, mobility and more. investments totalling US$855m, excluding Movile, as well as Food Targeting winners 295m Delivery that was spun out of In any given year, we might formally With 57 000 instructors teaching Ventures into this segment. 150 000 courses, Udemy serves over meet over 300 companies, and could 295 million course enrolments around the (1) Presented on an economic-interest basis. invest in fewer than 10. This highly world to facilitate world-class learning selective approach helps us target the next generation of outstanding “Ventures is about building the entrepreneurs and businesses. Key investment criteria To date, we have invested over Delivering world-class learning “Education is very attractive next wave of growth for the With Ventures, as with all our investments US$570m in five education businesses: experiences, the app merges videos group. We invest with a long-term to us because it’s vision in mind but make sure to across the group, we look for three BYJU’S, India’s leading personalised and interactive content to bring key things: learning platform for children in concepts to life. It also adapts to the important to people, they tether that vision to short- and spend a lot of their time medium-term operating realities grades 1 to 12; Udemy, the leading unique learning pace and style of around risks, competitive 1. A great idea addressing a big global marketplace for learning and each student. BYJU’S has more than and money on it, and we dynamics, future capital needs, societal need instruction; Brainly, the world’s largest 50 million registered users and an believe technology can and other considerations. Our 2. A strong tech angle social learning community; average daily engagement of make it much more BYJU’S Codecademy, an online coding 71 minutes per student. capital commitments are 3. Outstanding founders with the efficient – bringing better education platform where millions of commensurate with this balanced ambition and ability to grow assessment. Over time, as we people so far have learned to code; Building on its rapid growth and education to more people their businesses into global build our understanding and and SoloLearn, the world’s largest success, in 2019, BYJU’S became the over time.” expertise, the amounts invested leaders sponsor of the well-loved national 50m mobile community of code learners. Bob van Dijk may grow substantially. A good registered users Indian cricket team – a great way to Chief executive example of this approach is Food BYJU’S reach the company’s target audience Delivery, which was nurtured as We invested US$383m in BYJU’S in of Indian families across the country. Focusing on education part of Ventures before becoming December 2018. Our current stake is Alongside the sponsorship, BYJU’S Education is a key focus area for us. a standalone core segment 11.31%. BYJU’S learning app is the launched a campaign building on its There is a big demand around the last year.” 71 minutes leader in personalised learning mission to encourage every individual world to enable people to learn more Average daily engagement of programmes for school students in to Keep Learning. The campaign Martin Tschopp effectively and efficiently – whether COO, Ventures 71 minutes per student India. The company recently celebrates the feeling of togetherness that is helping schoolchildren learn or expanded its offerings to include that a sport such as cricket brings lifetime learning. Technology is playing grade 1 to 3 students, alongside its to Indians while encouraging a key part in meeting this fundamental established focus on grades 4 to 12, and inspiring people to never social need. Therefore, it is a natural and competitive exams such as JEE, stop learning. Cricket area for us to target. National Indian cricket team sponsor NEET, CAT, IAS, GRE and GMAT. 44 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Udemy Udemy provides free Udemy for In January 2019 we invested US$8m MEESHO Ventures continued We first backed Udemy in June and Business licences to 150 TLM students, for 20.81% of Quick Ride, the October 2016 and to date have giving them access to 3 500 online Focusing on India peer-to-peer car and bike-pooling invested US$115.8m in the company. courses on in-demand tech topics such India is an exciting area for us, given mobile app for daily commuting in Our current stake is 14.81%. Udemy as programming languages and web the vast opportunity for growth in the India. Quick Ride has over 3.4 million > is a global education marketplace development as well as important market across a number of segments. users who have completed over 2m for lifelong learners. The company business skills, such as writing an We have made recent investments in 35 million carpools. It is not only a Helped to create serves more than 295 million course effective résumé, giving and receiving education, logistics, ecommerce and smart way to make daily commutes more than 2 million entrepreneurs enrolments in 150 countries around the feedback, and managing workplace ride sharing in India and overall have easier for people across India, it is across India, the world, with 57 000 instructors teaching stress. Udemy has also donated invested more than US$500m in also having a positive environmental vast majority of in over 65 languages. Through Udemy laptops to TLM students, removing the country. impact – preventing more than whom are for Business, companies can access a another significant barrier to the 90 000 tonnes of C02 from entering homemakers and collection of business-relevant courses students continuing their learning and In education, BYJU’S is the leading the atmosphere. women on career via subscription as well as a simple keeping their skills updated. edtech player in the country and breaks UDEMY platform to host and distribute their Brainly is growing fast in India, the Helping a female student pay own content in one central place. Brainly company’s newest market. her way Currently, over 5 000 enterprise We have been backing Brainly since Female student Rajalakshmi knows her customers and 80% of Fortune 100 May 2016 and to date have invested In logistics, we invested US$30m parents struggled to pay for her companies use Udemy for Business to US$47.3m. Our current stake is 43.8%. in ElasticRun in October 2019 and university degree. She is now aspiring 295m build the skills of their employees. Brainly is the world’s largest social currently own a stake of 20.57%. to join the Indian Administrative Over 295 million course enrolments learning platform, serving more than ElasticRun is a tech-enabled offline Services and she is able to pay for all around the world Helping people in prison to 200 million students in over logistics network that leverages the classes, books and coaching with gain skills 35 countries. Students use Brainly to abundantly available kirana stores her earnings through Meesho. By Udemy is working with non-profit strengthen their skills across core for delivery and storage. ElasticRun paying her own way in this manner, programme The Last Mile (TLM) to subjects such as maths, history, enables small store owners to Rajalakshmi is proud not to have to 57 000 provide individuals in prisons with science and social studies. The leverage quiet times of the day to gain burden her parents. instructors teaching in over 65 languages training in technology and business platform allows them to connect with increased revenue by handling local skills. TLM graduates have left prison as their peers, subject matter experts, last-mile deliveries. software engineers and to date have a and professional educators to discuss 0% rate of reoffending, compared with subjects and seek answers to tricky We have invested US$81m in Meesho 55% of all formerly incarcerated people. questions. Brainly is emerging as one since August 2019 and currently hold 80% However, TLM graduates’ release of the most trusted online learning a 12.16% stake. An app-based 5 000+ enterprise customers and 80% dates and their completion of skills resources in India, with YoY growth of social-selling platform, Meesho acts of Fortune 100 companies use Udemy as a marketplace for suppliers and for Business for employee upskilling training don’t always coincide. Udemy 100% to 20 million monthly users in saw a clear opportunity to fill this gap November 2019. resellers. To date, it has helped to and help returning citizens continue create over 2 million entrepreneurs BRAINLY learning and become job ready. Going global with across India, by enabling individuals peer-to-peer learning to build their own small businesses. “We built Brainly on the assumption Homemakers and women on career that having 20 friends in your breaks make up the vast majority of classroom helping you learn is great, these entrepreneurs. Meesho provides 200m but being able to ask your questions to these entrepreneurs with products, Serving more than 200 million students logistics and payment tools to start in over 35 countries millions of other students around the world is even better,” says Michael and grow their businesses and also Borkowski, Brainly co-founder and invests heavily in training and CEO. “Right now, we are really excited mentoring them. The company about India – it’s our newest market, has also created online and growing really fast.” offline communities that allow women to connect, share and learn with their peers. Key investments in the year

Health Social Blockchain Mobility Logistics Commerce 45 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

The common objective is earlier, more Ventures continued accurate and valuable detection and Focusing on blockchain Focusing on Brazil anticipation – from spotting potential Blockchain is beginning to disrupt Through our investment in Movile, we fraud faster to cutting the time it takes and revolutionise a number of key are backing an exciting range of for a consumer to find what they want industries. To tap into and explore businesses across Brazil. Movile is a to buy. this opportunity, we invested in two leader in mobile marketplaces, with blockchain companies in 2019: the ambition to make the lives of a Looking ahead Immutable and DappRadar. billion people better through its We are continuing on the same Immutable is a company that builds applications. The company’s main tried-and-tested path to identify, invest video games with player-owned focus areas include ticketing (Sympla), in and build the next wave of growth assets. We invested US$6m in content and messaging (Wavy), fintech for the group. Looking ahead, we will Immutable in September 2019 for an (Zoop) and food (iFood) – see our identify trends, technologies, segments 11.11% stake. DappRadar is a leading food-delivery performance review on and geographies expected to record global platform for discovering and page 31. significant growth in the coming analysing blockchain-based decades and invest in the best decentralised applications (dapps). During the year, Sympla maintained opportunities we see. We are excited We invested US$1.8m in September exceptional growth of over 200%, by the prospects and look forward to 2019 for a 23.12% share of DappRadar. Wavy’s revenue also grew, and Zoop the investments. continued to scale. Movile uses AI and ML across its "The culture of the Movile portfolio for three key areas: fraud team is that we think big, detection and risk modelling; providing act fast and are always better recommendations for customers; striving for growth.” and reducing customer churn. Fabricio Bloisi CEO, iFood and co-founder of Movile

Going green with Dott Honor is a home-care company INVESTMENT IN BLOCKCHAIN “We have been a long- With our US$21m investment in Dott, and the founder of the Honor Care we are backing green mobility across Network, a pioneering US-wide term partner of Movile Europe. Dott makes it easy for people alliance of home-care providers. because of its ability to to share dockless electrical scooters The first company to bring scalable build transformative and bikes for short distance travel workforce management and US$6m mobile businesses in Latin across cities in Belgium, France, technology expertise together with Immutable America and beyond.” Germany, Italy and beyond. More the high-touch, personalised care of inner-city mobility; less inner-city local home-grown care agencies, Martin Tschopp pollution. Honor helps older adults live safely COO, Ventures and comfortably in their own homes US$1.8m by enabling reliable, transparent, DappRadar high-quality care. The company Focusing on care for the elderly partners with care agencies, providing We see care for the elderly as a very much more than just operations QUICK RIDE promising area of opportunity. We support and a tech platform. The wanted to back a company that was company’s app makes it easy for looking to bring tech at scale to caregivers to manage and deliver care. improve the industry for both caregivers and those who need care. Honor continues to go from strength 35m+ To this end, since 2018 we have 3.4 million+ users have completed to strength and doubled revenue YoY 35 million+ carpools, preventing more invested US$43.3m for a 16.47% stake to US$51m for 2019. than 90 000 tonnes of CO2 entering the in Honor. atmosphere 46 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Social and Tencent The opportunity internet platforms Rising incomes, increased connectivity and a growing middle class in a Connecting people in everyday population of 1.4 billion – the life though innovative opportunity in China for innovative technology social and internet platform leaders remains vast. There are over

(1) 904 million internet users in China as REVENUE (US$’m) of March 2020, over 99% of which 2020 17 189 were mobile users. The China internet 2019 14 757 industry exhibited healthy growth in 2019 – with online advertising, ecommerce, entertainment content subscription, smart retails and online TRADING PROFIT(1) (US$’m) payments all posting decent growth. 2020 4 699 2019 3 952 Tencent continues to build on its strengths in China Tencent continues to perform well PERFORMANCE HIGHLIGHTS in a highly competitive and dynamic Early in the development of our environment. Through its ecosystem internet strategy we invested in leading social and internet platforms of online services and the excellent in two of our key high-growth management team, it remains the markets, China and Russia. Tencent’s largest platform operator in China fundamentals remain strong with with nine of the top 20 mobile apps. increasing scale and higher operating China’s online games market TENCENT Despite the challenging economic and excellent growth prospects in China, Among the top 100 mobile apps in recovered in 2019 following the regulatory environment, Tencent efficiency. while Mail.ru remains the largest China, Tencent takes up 59% of all time internet group in Russia. resumption of in-game monetisation achieved robust advertising revenue spent online by users. licence approvals in December 2018. growth by progressively realising the Tencent has been working relentlessly (1) Presented on an economic-interest to help mitigate against the impacts of basis. Tencent extended its leadership in this long-term potential of Weixin Moments For the year ended 31 December market with the increasing popularity 9/20 and expanding its mobile ad network. Covid-19 in China. High traffic 2019, Tencent’s revenues of RMB377bn of Honour of King and Peacekeeper Tencent and its Tencent video subscriptions exceeded platforms such as Weixin and Tencent were up 21% YoY. Combined monthly Elite. It has also made significant the 100 million milestone in 2019. News are serving to update the public active users (MAU) of Weixin and ecosystem continue breakthroughs in self-developed to lead in China Music subscription growth accelerated with official news related to the WeChat increased 6% YoY to games for the international markets, with nine out of the as it benefited from the pay-for- pandemic. Tencent has provided the 1.16 billion. The Weixin Mini Program top 20 mobile apps public with a range of remote working with five of the top 10 international (2) streaming model. ecosystem became increasingly mobile games by daily active users by DAU . and access to remote healthcare vibrant, with an annual transaction (DAU) developed by Tencent and its Tencent operates the largest mobile services to help with navigating volume of over RMB800bn. subsidiaries in the fourth quarter of payment platform in China by active throughout the pandemic. Tencent QQ’s popularity among the younger 2019. PUBG Mobile is currently the users and transaction volumes, with Meeting has exceeded 10 million DAU generation continued to increase most popular international mobile over 800 million MAU and over within two months of its launch in late with enhanced chat and friend 59% game in terms of DAU and MAU in the Among the top 100 50 million monthly active merchants. December 2019, making it the recommendation features, as well as first quarter of 2020. Call of Duty: mobile apps in The average number of daily most-used dedicated video expanded entertainment use cases Mobile was 2019’s most downloaded China, Tencent and commercial payments transactions conferencing app in China. Tencent via Mini Programs. QQ smart devices new mobile game and won The its ecosystem takes exceeded 1 billion in the fourth quarter has also deepened the integration MAU, however, declined 7.5% YoY to Game Awards 2019’s Best Mobile up around 59% of of 2019 as Tencent deepened between Weixin and WeChat Work to 647 million as Tencent proactively all time spent online penetration among offline merchants. facilitate customer management and Game award. Supercell’s Brawl Stars by users in China(3). cleaned up spamming and bot was one of the best performing Tencent’s wealth management sales conversion. This has benefited accounts. original IP mobile titles in 2019. platform, LiCaiTong, increased its the millions of enterprises who used Tencent’s international revenue rose to aggregate customer assets over 50% WeChat Work to resume work in the 23% of its total online games revenue YoY, while its number of customers wake of the coronavirus outbreak. (2) According to QuestMobile, ranked by in the fourth quarter of 2019. more than doubled YoY as it Over 300 million Weixin users have average daily active users on iOS and expanded into the mass market. utilised Tencent Health Mini Program Android in December 2019. (3) Calculated with total time spent on iOS and In cloud, Tencent currently has over for real-time pandemic data, online Android in December 2019, according to 1 million paying customers and consultations and AI-powered QuestMobile. continues to outgrow peers with 47 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

For the year ended 31 December MAIL.RU Mail.ru’s online games segment also Social and internet platforms continued Mail.ru 2019, Mail.ru’s revenues grew 22% to continued to perform well, with solid The opportunity RUB87.1bn. This was driven primarily performance in the established titles, Russia is Europe’s largest internet by the growth in online advertising including Warface, Hustle Castle and market, with 95 million users, 61% of revenue and massive multiplayer m War Robots, and in new releases such which are mobile users. online games revenue, and new 31 as Lost Ark and American Dad! revenue streams in food delivery There are currently Apocalypse Soon. International and classifieds. 31 million daily revenues accounted for 68% of total active users across Mail.ru’s platforms online games revenue. Mail.ru is the largest internet group VKontakte (VK), the most popular in Russia mobile messaging and social Mail.ru is leveraging its leadership in Despite increasing competition across networking app in Russia, continued the social and communications all sectors, particularly from Facebook, to perform well. Total MAU reached segment to build social ecommerce Instagram and WhatsApp, Mail.ru 71.6 million, of which 65.2 million and online-to-offline (O2O) verticals remains the leading internet group in were mobile users. The VK Mini Apps that complement its user experience. Russia by users with 31 million DAUs platform expanded rapidly to a current A transformational AliExpress Russia across its platforms. offering of over 13 000 active Mini joint venture between Mail.ru, Alibaba, Apps, while platform MAU increased MegaFon and Russian Direct 14 times YoY. Mini Apps allow users Investment Fund was launched in to play games, shop, communicate, October 2019. This integrates Mail.ru’s order food, look for jobs and much crossborder ecommerce platform more, all within the VK ecosystem. Pandao with Alibaba’s AliExpress and Tmall services in Russia. In December 2019, Sberbank and Mail.ru completed the formation of a Russian O2O self-diagnosis services. Through Looking ahead services platform joint venture focusing Tencent Medipedia, users can access During the Covid-19 pandemic millions on food-tech and mobility. Mail.ru reliable and professional medical of users have cultivated new online contributed its food-delivery business information. Tencent has also provided habits in areas such as online working Delivery Club and 29.67% stake in medical AI imaging capabilities to and online schooling. Tencent expects Citymobil, Russia’s second-largest taxi assist the diagnosis of Covid-19. this to have a lasting impact and app, to the new entity. will accelerate China’s digital Tencent made notable progress on its transformation. Therefore, in addition In February, Mail.ru’s board of environmental, social and governance to meeting the immediate needs for directors approved the listing of global performance in 2019 in areas such as its products brought about by the depositary receipts (GDRs) of the technology education, rural poverty pandemic, it is proactively developing group on the Moscow exchange. alleviation, environmental conservation, its capabilities to anticipate and cultural inheritance and board diversity. respond to long-term demands as Looking ahead the country digitises. Mail.ru will continue to transition its strong and well-diversified product Tencent is listed on the stock portfolio and partnerships into a exchange of Hong Kong. Extensive broader internet ecosystem via further information is available on cross-selling and deeper integration. its website www.tencent.com. Mail.ru’s depository receipts are listed on the London Stock Exchange. Further information is available on its website www.corp.mail.ru. 48 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

PERFORMANCE IN 2020 Focusing on two flagship digital news brands Media24 Following the closure of our news Building a smaller, more aggregators and other smaller digital profitable South African media operations, we have focused on two business with a significant 28% flagship digital news brands: News24 investment in ecommerce Digital audience up 28% YoY and Netwerk24. This streamlined approach to our portfolio has delivered strong results. News24 REVENUE(1) (US$’m) is profitable for the first time in its 21 years – and Netwerk24’s paying 2020 272 21 years News24 profitable subscriptions grew by 32% YoY to close 2019 326 after 21 years on 60 000.

TRADING PROFIT/(LOSS)(1) (US$’m) News24 The most trusted digital Applying artificial intelligence and 2020 8 news brand in South Africa machine learning 2019 (14) (Reuters Institute) We make good use of AI and ML to optimise our businesses. Netwerk24, for example, uses multiple PERFORMANCE HIGHLIGHTS technologies and models focused on Media24 had a strong year. All issues such as customer subscription financial targets were met. The digital 32% Netwerk24 subscriptions up and churn prediction. In addition, audience of 2 million average daily 24.com brings together the power of unique browsers grew 28% YoY with 32% YoY News24 becoming profitable for the ad technology and analytics for more first time. Netwerk24 grew impactful behavioural profiling and subscriptions 32% YoY. Contract targeting. This includes profiling Logistics increased volumes 29%. VIA readers according to content grew profit fivefold. And at 77%, staff consumption and assigning them to engagement was at a record high. interest segments. These segments are (1) Presented on an economic-interest basis. integrated into the ad-serving solution to enhance targeting. “Journalism remains at the A strong year for awards heart of what we do and Our businesses had another strong year for awards, bringing home more throughout the year we than 60 local and international continued to transition journalism, commercial and publishing Media24 for a future that awards. is increasingly digital.” The numerous awards that our digital Ishmet Davidson CEO, Media24 The opportunity To drive performance, we have properties received at the annual The media industry remains reduced costs and also focused on “We are very proud Bookmarks Awards included a Black challenging, with downward pressures Increasing performance extracting maximum value from our that News24 is the Pixel for 24.com as joint best digital on revenues and growth in the print Total revenue contracted by 17% YoY print media portfolio, with a particular publisher, the fourth consecutive year media sector. However, there are with print media revenues declining emphasis on monetising our print most trusted digital it has received this honour. opportunities which may lead to by 9% YoY, slightly less than expected. media audiences by developing news brand in South We also took home awards at the delivering sustainable profitability Revenue from the growth portfolio diverse revenue streams, for example 2019 Standard Bank Sikuvile through investment in digital media, decreased by 31% YoY – led by through events, special interest Africa, according to Journalism Awards – including for careful cost management, targeted ecommerce and digital media, and publications and brand extensions. journalist of the year and best investment and diverse revenue that of book publishing by 7% YoY At the same time, we continue to invest the Reuters Institute investigative journalism; the Diageo SA projects which tap into our highly on the back of exceptional school in our growth businesses of digital at Oxford University.” Responsible Drinking Media Awards; engaged brand audiences. textbook orders in Botswana and media and ecommerce. 2019 The Folio: Eddie and Ozzie Ecommerce opportunities in South South Africa. Thanks to stringent cost Awards; South African Film and Africa are significant, with both management throughout the company, Television Awards; Vodacom Journalist levels of internet penetration and trading profit improved from a loss of of the Year Awards; and Agricultural ecommerce relatively low. US$14m in 2019 to a profit of US$8m Writers South Africa Awards. in 2020. 49 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Media24 won 11 awards at the learners; and Via Afrika supporting the Other social investment projects kind, rather than monetary donations, Media24 continued ATKV Mediaveertjies. Media24 also establishment of the WritePublishRead include sponsorship of all the major to charities and other community- received the South African Graduate self-publishing platform. Afrikaans arts festivals, including free based projects – rewarding the top Employers Association award for the marketing and advertising support; three projects every month with a cash best place to work in the media for The emphasis is on encouraging support for various educational donation to the winners’ charity of the fourth consecutive year. the business units to lead in social charities and projects; and free choice. Staff submitted 120 projects investments. At a corporate level, one media coverage and advertising for throughout the year, with around key project involves providing the registered non-governmental 1 600 staff members participating. life-skills development component of organisations (NGOs), charities and Environmental commitment the WeCode24 programme, which public-interest campaigns. Looking ahead In line with our commitment to gives learners at underserved schools We continue to build on our smaller, the environment, we monitor scope 1 in the Western Cape training in All staff members are entitled to more profitable media business and to and scope 2 greenhouse gas coding. The service provider for this three days’ paid leave per year capitalise on our ecommerce strengths emissions. This year our carbon project is RLabs, a recipient of supplier for charity work and their and opportunities. footprint increased by 23% to 12 326 development funding from Media24. contributions are acknowledged in tonnes of CO2e (2019: 10 008 tonnes performance reviews. One standout of CO2e). The increase was due to initiative was the launch of the a change in the Eskom electricity #1000ActsofKindness project, linked to emission factor from 0.96 to 1.04 and Volunteers24, at the beginning of April more accurate measurement of our 2019. This encourages assistance in carbon footprint. We seek to use technological innovation to create solutions that keep our impact on the environment to the minimum. We also perform regular risk assessments to #1000ACTSOFKINDNESS At the WAN-IFRA African Digital Media identify the operations where our Awards, 24.com won the award for the direct impact on the environment best native advertising/branded is most significant. content campaign; Lifestyle was runner-up in this category; News24 We have a number of energy- 1 600 won the best use of online video efficiency initiatives, including employees participate (including VR) category; and movement-activated and energy- in #1000ActsofKindness Netwerk24 was runner-up in the best efficient lighting, energy-efficient air community projects website or mobile service category. conditioning, power-factor corrections and load balancing. In addition, the #Guptaleaks team of News24, Daily Maverick and We also recycle to limit our impact amaBhungane, won the Global on the environment. For example, we Shining Light award of the Global recycle unsold newspapers and Investigative Journalism Network. And magazines, and we use responsible the overall winner of the 2019 FIPP service providers to dispose of Rising Stars Award was Mbali Soga, electronic waste. editor of TRUELOVE. NB Publishers won the prestigious Association of American Publishers’ Investing for positive social impact International Freedom to Publish We undertake a range of social Award for demonstrating courage investments and initiatives. These and fortitude in defending freedom of include policies to encourage speech for The President’s Keepers. procurement from small black-owned businesses; providing training to At the advertising industry’s the Association of Independent MOST Awards, our magazine and Publishers; supporting enterprise newspaper sales teams won the development through our contribution best media owner in their respective to Marvel Technologies for the categories, with Ads24 (newspapers) development of online learning also winning the marketing resources for teachers and services category. 50 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Financial summary

Financial review 2020 2019 US$’m US$’m US$2.9bn Group revenue, measured on an core headline earnings from Revenue (1) 22 136 18 990 economic-interest basis, was US$22.1bn, continuing operations (1) reflecting growth of 17% (23%) from Trading profit(1) 3 725 3 304 continuing operations. Dividend per N ordinary share (SA cents) US$ bn 580 715 4.8 (2021 reflects dividend proposed) solid net cash position

(1) Reported on an economic-interest basis, excluding discontinued operations.

markets and sustain our leading Frontier Car Group for US$320m and US$1.250bn 3.68% notes due in 2030. positions. Excluding the increased the contribution of certain subsidiaries, The purpose of this offering was to investments in Food Delivery and expanding our transactions business. raise proceeds to redeem the Payments and Fintech, as well as Ventures invested US$81m in Meesho US$1.0bn 6.00% notes due in July 2020. +16% acquisitions and disposals, Inc., a leading social commerce online The principal and interest accrued to Tencent revenue growth ecommerce trading losses reduced marketplace in India, continuing with the maturity date of these notes were by 24% or US$76m in local currency. our successful track record of repaid in February 2020. The group identifying Indian opportunities with has no debt maturities due until 2025. Core headline earnings from the potential to become large + % continuing operations were US$2.9bn businesses. We are also increasing Consolidated free cash outflow was 32 – down 5% (1%). Improving profitability our exposure to the edtech US$383m, compared to the prior-year overall revenue growth in ecommerce in Tencent and the more established (educational technology) businesses outflow of US$120m from continuing ecommerce businesses were partially by investing a further US$25m and operations (excluding the video- offset by increased taxation related to US$44m in our education associates entertainment segment). This change the Prosus investment. Through listing Brainly and Udemy respectively. In reflects increased investment in the +99% Prosus and the subsequent sale the Food Delivery business, we Food Delivery business, as well as Food Delivery revenue growth of additional shares, minority invested a further US$100m in our negative working-capital effects, offset shareholders with a 27.51% interest in associate Swiggy. by merchant cash timing differences of Prosus were introduced. This reduced US$28m, and transaction costs of the attributable share of Naspers At year-end, we had a solid net cash unbundling MultiChoice Group and Measured similarly, and including the shareholders in the Prosus core position of US$4.8bn, comprising listing Prosus, of around US$113m. stepped-up investment in Food headline earnings contribution for US$8.3bn of cash and cash Delivery, group trading profit grew 13% the year ended 31 March 2020 equivalents (including short-term cash Dividend income received from (17%) year on year (YoY) to US$3.7bn. by US$466m (2019: US$nil). investments), net of US$3.5bn of Tencent increased US$35m to Tencent grew revenues by a healthy interest-bearing debt (excluding US$377m. Cash extractions from our 16% (21%) YoY. Driven by Classifieds, Across the group, we invested capitalised lease liabilities). We also profitable Classifieds businesses Etail, and Payments and Fintech, US$1.3bn to expand our ecosystem have an undrawn US$2.5bn revolving continued to grow, increasing US$70m the ecommerce business posted and reach. Notably: through PayU, credit facility. to US$305m. Covid-19 may have a strong performance. an investment of US$66m in Wibmo short-term impact on that trajectory to expand our Indian footprint in Overall, we recorded net interest but, the positive trend is expected Overall, revenue growth in payment security, mobile payment income of US$16m for the year. In to return. ecommerce, adjusted for acquisitions solutions and processing services; an December 2019, Prosus established a and disposals, grew 32% in local investment of US$163m in PaySense US$6bn Global Medium Term Note We adopted the new accounting currency, a 6% acceleration YoY. This broadens our ecosystem in India as Program (the programme). In terms of standard IFRS 16 Leases on a was led by the Food Delivery segment we now start to offer consumer credit, this programme, Prosus may prospective basis. Accordingly, which grew orders by 102% and an investment of US$199m in Iyzico, periodically issue notes denominated comparative information has not revenues by 99% (105%), and strong a leading payment service provider in any currency, with a maximum been restated. Refer to note 2 of the growth in Classifieds, up 48% (37%). in Turkey and US$48m in Red Dot outstanding aggregate nominal consolidated summarised information Tencent’s profitability improved by 17% Payment (Red Dot), providing payment amount of US$6bn. The notes trade on for further details. (22%). Trading losses in ecommerce solutions in Singapore and expanding the Euronext Dublin stock exchange. rose to US$964m, reflecting our across Southeast Asia. In Classifieds, Under the programme, in January (1) Percentages in brackets represent growth in local currency, investment in Food Delivery to grow we acquired a controlling stake in 2020, we successfully issued excluding FX and M&A. 51 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Analysing and responding to different risks Managing risks and opportunities Our businesses are expected to apply a defined, structured approach to identifying, assessing, analysing and responding to risk and opportunities At heart, we are entrepreneurs. We seek to create sustainable value by building within tolerance levels set by the board. leading technological companies that enrich communities. Identify Assess Analyse Respond

Our success is driven by our culture Roles and responsibilities Our risk analysis focuses on the impact of risk on our We operate or in which people are empowered Risk management Management and the board are implement enhanced to promptly respond to business accountable for the choices and objectives without losing 1 control and monitoring opportunities while keeping risks decisions we make, how we execute sight of any opportunities Controls to measures that either that may arise. prevent or detect the within defined acceptable levels. these and for delivering a prevent and materialisation of a risk commensurate reward – ie value in detect risk at the earliest stage. We are committed to applying its broadest definition – within the For risks we are not principles of good governance, as well parameters of the risk profile the prepared to accept, as complying with laws and regulations board deems acceptable. we act to reduce as applicable in the territories in which Segmental risk Group risk Board our vulnerability. we operate, and as dictated by the committees committee As the group continues to evolve Depending on the listings requirements of relevant and invest in companies that importance of the risk in We take measures that securities exchanges. Our governance operate at different maturity levels, mitigate any material relation to tolerance levels, structures, policies and processes are risk tolerance levels are set top-down, consequences active management and, on a portfolio designed to accomplish this. and management of the business 2 of the risk takes various basis, we spread Internal segments is accountable to manage Spread risk uncorrelated risks. How we consider opportunities risk within these levels. forms and varies in extent. and govern risks audit In order to create stakeholder value The responsibility for managing risk in the broadest sense and in a lies with the owner of risk: in most sustainable manner, the six capitals cases operational management, transformation model is considered assisted by the finance function and, useful to analyse business opportunities This approach gives rise to various risks, These parameters include policies where considered useful in our which present themselves as either that govern our risk management businesses, specialised risk Where we can, and risks. We aim to achieve an overall 3 we explore ways net positive capitals transformation overconsumption of any of the six and compliance processes, and management and risk support to share or capitals (higher input than intended) relevant tolerance levels for individually functions. Share or transfer risk. Increasing risk through our strategy execution. transfer risk or underproduction (lower output identified risks. In order to operate In setting our strategy, we evaluate than intended). We may also identify within this parameter our businesses Group internal audit and risk support strategic opportunities and select opportunities for increased efficiency are required to apply a methodical assess the effectiveness of the system objectives that drive performance (for (lower input than anticipated) or more approach to governing risk and of risk management and internal example improved working capital effective production (higher output opportunity. control and may provide assistance efficiency) directly or strengthen our than anticipated) in any of the capitals and guidance to the business. We run adequate insurance programmes business (for example investing in and therefore, exceed against our Key risks are evaluated by to mitigate the risk people development) – or both. We original objectives. segmental risk committees and At least semi-annually, our external of sudden losses select those objectives that we consider are reported to the board. The risk auditor provides assurance over the 4 caused by the The parameters to create value for our committee assists the board to reliability of the financial information materialisation to be the greatest drivers of value for Mitigate risk of insurable risk. our stakeholders. We achieve these stakeholders are set and monitored by ensure that risks and opportunities that we publish. objectives by transforming capitals as our board of directors and supporting are governed as intended and defined by the six capitals model. governance committees (refer to achieve desired outcomes. governance structure on page 79). Wherever we find a risk outside acceptable levels, we consider ways to avoid the risk 5 altogether, for Exit strategy example by entering into an exit strategy. 52 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Managing risks and opportunities continued Key areas of focus in the year from an opportunity and risk perspective Monitoring of key risks remains in line with the overall risk For this purpose, the businesses, The board, assisted by its committees appetite and, for individual key risks assisted by the various support as applicable, periodically reviews at the consolidated level, stated risk functions, submit regular reports and monitors the risk profile of the tolerance levels. The key risks that are on the key risks and any group and any developments thereto. considered to determine the overall changes in the business. This is to determine that the profile profile are linked to the six capitals.

3. Sustainability Objective-driven dynamic approach • Enhanced integration of sustainability aspects into our strategy setting, execution and reporting. • We continue to develop our integrated annual report to improve 1. During the year we have pursued non-financial information disclosure. opportunities and invested in: • Enhanced data governance and Selected ensuring compliance with data- objectives • Growing and strengthening our privacy regulation around the world. businesses in the various segments, • We have strengthened our legal through further financing of organic compliance teams and processes. growth and acquisitions. • Reduce our carbon footprint, by • Product and technology zero-rating the group travel emissions development, supported by by way of partnering with climate- development of ML and AI. neutral organisations. • Business resilience through investing Potential in infrastructure and cloud solutions and enhancement of cybersecurity. Business Strategy Sustainable • Talent management. opportunities delivery value

Capitals Performance transformation

4. Responding to the global Covid-19 pandemic outbreak • We deemed Covid-19 a global crisis in early February 2020 and have 2. Listing of Prosus been implementing protocols globally • We have successfully listed our and locally since then (refer to international assets on Euronext pages 7 and 8). • Our work includes scenario planning Our six capitals Amsterdam thereby creating Europe’s largest internet company. for how Covid-19 could evolve, the impact this could have on the Financial Human Manufactured Risk impact countries we live and work in and the Improvement opportunity businesses we operate and invest in. Social and We are assessing key business risks Intellectual Natural relationship across our core segments and putting in place mitigation plans. 53 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Monitoring of key risks

Capital We aim to Key risks Measures to respond to opportunities and manage risk Changes to risk to be considered

Financial capital

At heart, we are entrepreneurs. Within the • Focus on investments in business models and • Global and political market disruptions. • We do not tolerate risk levels that impose an immediate threat to the group as a going Global market disruptions, mainly as a parameters set by the board, we continuously technologies that hold promise for future • Insufficient funding to realise our ambitions. concern. We tolerate currency translation risk as it is uncontrollable and, while short- and result of the global Covid-19 pandemic pursue growth, and set ourselves ambitious growth and have potential to scale globally. • Unexpected changes in the value of our assets. mid-term movements may be volatile, on the long run they are expected to be less outbreak on top of heightened political goals that create sustainable value for our • Benefit the countries we operate in by impactful. and international trade tensions may stakeholders. We actively seek opportunities • Currency exchange fluctuations as well as navigating applicable impact on our ability to grow our creating business for local suppliers, exchange controls. • We promote the operation of an effective internal control environment (no major failings to improve and strive to preserve the value employing people and giving governments have occurred to the knowledge of the directors) in our businesses and the audit businesses and deliver returns for our created within our existing businesses. their dues via taxes and levies. • Failing to compete effectively. committee oversees that the overall assurance sourced from various providers is capital providers. • Manage our assets and liabilities with regard • Credit and counterparty risk. sufficient to base upon the board’s assessment on key risks in the overall risk profile. We to the interests of our investors and other • Fraud-related crimes and theft. respond swiftly to any cases of fraud displaying a zero-tolerance policy and in stakeholders and in accordance with • Financial misstatement and/or failure to accurately disclose in our accordance with local laws. board-approved risk appetite. public reports. • We develop and use AI, inter alia, to counter fraud and platform abuse. • Comply with relevant company law and • Most of our businesses are subject to extensive laws and regulations: • We have strong inhouse teams to monitor global and social/political developments, securities exchanges regulations. legal or regulatory developments, including changes in tax laws, including legal, tax and regulatory, and adjust quickly. We diversify markets in which we • Report accurately on our financial position may have an adverse impact on our businesses. A number of new invest. and performance in accordance with laws and regulations around consumer protection and privacy have • We allocate significant resources to analyse market developments and invest in applicable accounting standards. been passed globally. early-stage opportunities to stay ahead. Development cost can generally be terminated • Avoid obsolescence of products and at relatively short notice. services. • We act early to ensure we have the funds and resources to realise our ambitions over • Minimise our investments in working capital. the longer term and we manage the balance sheet conservatively. We currently have a large cash position and spread the maturity of debt facilities. We also ensure the group has unutilised debt capacity to tide it over in times of difficulty. • We invest funds and manage our cash and currencies in accordance with our group treasury policy which, inter alia, sets minimum standards to mitigate risk of counterparty default. • In exercising our business strategy, we perform regular country and business reviews. We periodically perform and report on impairment of our investments. • We operate a legal compliance programme, focusing, inter alia, on bribery and corruption as well as anti-money-laundering and particular restrictions specifically. We implement specific controls, such as diligent know-your-customer (KYC) processes and fraud detection. • Leading advisers are used for reviewing markets or businesses, including due diligence processes, and legal and/or compliance-related risks are managed in consultation with external lawyers and specialist advisers within specific legal jurisdictions. • We perform regular reviews of tax compliance and specific risk areas and apply responsible corporate citizenship as taxpayers while operating within tax control frameworks. • We execute on a communication strategy for our shareholders and other stakeholders. Our internal relations team and our communications department are closely involved in every step of the process. Published segmental results enable the investment community to form an opinion of the valuation of the individual businesses in the group. • We comply with IFRS accounting standards. • In our payments segment, we operate rigid controls and escalation processes in relation to: ―― assessing and approving merchant applications ―― monitoring high-risk merchants, and ―― chargebacks. • The audit committee and PwC rigorously apply regulations around audit independence. Regular reviews of the effectiveness of auditors and their independence are performed. • Both at the group level and at the individual business level, we operate adequate insurance programmes for various classes of risk and place cover with reputable underwriters. 54 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Monitoring of key risks continued

Capital We aim to Key risks Measures to respond to opportunities and manage risk Changes to risk to be considered

Human capital

We acknowledge that our employees’ • Attract and retain high-calibre individuals to • Human rights violation, including unfair treatment and remuneration, or • Our legal compliance programme ensures compliance with applicable OHS, labour, Increasing as a result of shortages of competencies, capabilities and experience, execute on strategy and build sustainable engaging in practices that may adversely affect humans in any of the economic empowerment, transformation and diversity laws. Human resources policies necessary talent and the effect of the as well as their drive and engagement, is key businesses. six capitals. and procedures to address talent attraction, management and retention, development, global Covid-19 pandemic outbreak. Food to our success. • Back entrepreneurs and local teams by • Inability of existing employees to adapt promptly to changes in market succession planning, fair and responsible remuneration, working conditions, grievance delivery is enabled by a high number of providing them with resources to accelerate and innovation and adapt business strategies accordingly. procedures and diversity, inter alia, to protect employees from human rights violation. We drivers, who for the largest part are growth. • Failing to attract and retain sufficient talent to execute strategy, monitor labour legislation in the various countries we operate in and ensure we comply. independent contractors but nevertheless • Provide our employees with focused career especially scarce talent in technology development and data science. Our governance guidelines and sustainability programmes aim to ensure that we do not require attention from various points of development and training. indirectly impact on UN human rights principles. view from human resources, OHS and fair • Non-compliance with applicable occupational health and safety treatment. • Foster a safe and healthy working environment (OHS), and labour and economic empowerment laws. Our • Our food-delivery businesses apply specific procedures to the hiring and monitoring of where people feel cared for, heard and ecommerce businesses are exposed to increased OHS risk with independent contractors. supported in their ambitions. management of warehouse facilities. • Strategies to develop employees and attract talent to meet the business’s objectives, • Reinforce the leadership pipeline and • Outbreaks of transmittable diseases may pose real risks to the health including learning and development initiatives (through MyAcademy that is on demand accelerate the growth of top talent. of our staff, especially with our global businesses and employees online and classroom-based), training, and employee wellness initiatives across the travelling regularly between territories. The Covid-19 outbreak has group. A global talent function focuses on attracting, retaining, developing and engaging • Support the ongoing development and growth people with key skills and rewarding exceptional performance. of our businesses and equip our people with affected most of our businesses globally. Working from home for new skills for tomorrow. extended periods due to government lockdown measures may affect • We do not accept material breaches of the applicable OHS laws which may result in the productivity and wellbeing of our employees. injury or death. Business units are required to sign off annually on OHS compliance and • Develop core business skills in the segments any material incident must be reported to the risk committee, and corrective action taken we invest in. to prevent future occurrences. • Be fair and responsible in our remuneration • OHS audits conducted in some countries. practices and have a pay-for-performance remuneration strategy. • Close monitoring of travel advice by authorities and statements issued by WHO. • Encourage diversity in our teams and thinking • We have low tolerance for vacancies in key positions (for longer periods of time). and build inclusive workplaces. Our • We prepare and table succession plans annually to the human resources and remuneration employment philosophy is founded on committee. promoting equality and preventing unfair • We benchmark our remuneration practices and structure them to attract and retain critical discrimination. talent necessary to achieve our objectives. These practices are overseen by the human • Be compliant with relevant labour laws in the resources and remuneration committee. countries where we operate.

Manufactured capital

Manufactured capital is key to our services and • Ensure that office buildings, warehouses, retail • Natural or human-induced disaster, and political risk. • The group’s subsidiaries are required to act in line with the group’s good governance Moving our IT operations to the cloud operations. Across the group, manufactured outlets, vehicles and equipment are efficient, • Most of our businesses own either buildings (eg, offices, outlets, guidelines, which, inter alia, aim to ensure effective management of IT- (and cyber-) makes us asset lighter and more resilient capital may include: well maintained and adequately insured warehouses) and/or leasehold improvements and various types of (IT) related risks across the group. This includes risks of data/information security breach and against cyber-attacks but increases our • Office, service centre and warehouse buildings against relevant risks. equipment, office furniture, vehicles and other. Failure to operate these business interruption, for instance by implementing and testing disaster recovery plans as dependency on outsourced services and equipment. • Operate a secure and resilient technological assets efficiently and/or to maintain these adequately could result in part of their overall business continuity planning. suppliers. • Information and technology infrastructure and infrastructure. service interruption or write-offs and affect profitability. Furthermore, • In territories where continuous power supply is a risk (as in South Africa), our businesses equipment. • Manage our outsource partners to deliver on such assets are subject to potential theft and damage, which could have contingency backup in the form of generators in place. Cybercrime remains rampant and requires significant focus and investment to protect • Distribution networks (such as customer service agreed service levels. result in losses should they not be appropriately insured. • Robust business planning, including working capital. • Failure of software, systems or infrastructure (eg, due to technical our data and manage cybersecurity risks. centres, retail outlets and courier services). • Avoid obsolescence of products and services • We maintain adequate short-term insurance cover for our assets and consequential loss The global Covid-19 pandemic outbreak • Public infrastructure such as roads for held for sale by procurement and inventory failures or cyber-attacks) could disrupt continuous services to our of income due to business interruption. customers, affecting satisfaction. may impact on the net realisable value of delivering goods. management. • Asset maintenance programmes. components of the inventory held by our • Vehicles. • Minimise our investments in working capital. • Data fraud or theft (hacks). • Contracting with and regular performance evaluations of our service providers. businesses. • Inventory/stock. • Our South African businesses in particular may suffer from power • We maintain adequate service-level agreements with outsourcing parties. shortages. • We run SAP in most of our B2C businesses and invest in other support systems to optimise • Some of our businesses, especially in the B2C segment, carry our inventory planning and management and to ensure efficient warehouse operations. significant inventory. Our Classifieds segment engages in car trading and may hold meaningful investments in cars for sale at points in time. • Our warehouse operations and procedures include rigid access control, separate storage Such inventory is subject to a wide range of risks, such as of high-value goods, camera observation, etc. obsolescence, shrinkage and theft (including robbery of warehouse premises) and damage. 55 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Monitoring of key risks continued

Capital We aim to Key risks Measures to respond to opportunities and manage risk Changes to risk to be considered

Intellectual capital

Intellectual capital (knowledge-based • Use intellectual capital to drive • Ineffective response, including insufficient innovation, to meet our • Developing strategically important IP assets, as well as attracting, managing and Increasing as we need to increase our intangibles) includes intellectual property customer-focused development and customers’ changing demands and consumption patterns. developing talent, encouraging innovation, and managing performance to meet investment in data-driven technologies (IP) such as patents, copyrights, trademarks, innovation strategies. • Improper use and/or inadequate protection of IP, customer and targets. and run heightened risk of technology domain names, confidential information, as • Adequately protect our intellectual capital privacy-sensitive data and other confidential information may • Developing relationships to grow intellectual capital, for example, relationships with obsolescence or falling short in building well as institutional knowledge, systems, and not infringe on rights of others. cause us to lose market share, revenue and opportunities, whereas universities, think tanks and others. AI/ML solutions towards our service and procedures and culture. • Produce and acquire valuable content for loss of privacy-sensitive data could give rise to regulatory action, • Research and development spend strategies linked to value creation. We hold product offering. consumption by our customers through including levying of fines. regular strategy and operations reviews, also to assess product and service our various platforms. • Reputational damage or liability due to infringement, theft or development. • Cultivate positive, innovative, ethical misuse of IP and rights of third parties by any of our businesses. • Protect IP rights against infringement through effective cybersecurity measures cultures within the group. • Our systems and the data that they store are subject to various IT guided by our global security policy. We prioritise cybersecurity and the continued • Build intellectual capital through security threats, which target sensitive information, integrity and development and enhancement of our controls, processes and practices designed continuous investment in our people and continuity of our services and/or reputation of our businesses. to protect our systems and networks from attack, damage or unauthorised access. knowledge-sharing programmes • Support provided by group head of IP. Group guidelines and monitoring in place. throughout the group. • Compliance with privacy-protection laws and, where applicable, Payment Card Industry – Digital Security Standards, forms part of management’s responsibilities. • Internal audit and risk support have a cyber team that actively engages with the cybersecurity experts across the group. IARS focuses on security as part of the design and build process, as well as on the security of live platforms through IT control reviews, IT risk assessments, penetration testing and ethical hacking. • Our companies adopt agile development methods.

Social and relationship capital

We acknowledge that we are required to act • Build trust and maintain the businesses’ • Unethical behaviour in breach of our code of business ethics and • Management is committed to setting the right tone at the top and we communicate No change. in line with our values and code of business licences to operate, our brands and conduct, including bribery and corruption and unfair treatment of our values as per our code of business ethics and conduct. ethics and conduct, and carefully manage reputation. stakeholders. • We appoint leaders to develop and oversee the rollout of communications on both internal and a wide array of external • Cultivate an ethical culture. • Loss of consumer trust, for example failing to deliver on our service company culture. This includes a company’s purpose, mission, values and beliefs. stakeholder relationships. • Engage with our stakeholders and promise, data-security breaches, non-compliance and inferior • We run ethics awareness initiatives, ensuring ethical standards for services and respond to legitimate and reasonable product offerings. products provided. issues raised. • A breach in customer, employee or business-partner sensitive data • Anti-bribery and anti-corruption training and programmes as part of the legal • Meet the requirements of regulatory resulting in identity theft, discrimination or possible financial losses. compliance programme. and financial authorities (including • Non-compliance with laws and regulations in the countries where • We make our OpenLine whistleblower facility available for employees to report securities exchanges) and participate we operate, specifically, but not limited to company law, data suspected unethical behaviour. in the development of policies privacy, anti-bribery and anti-corruption, taxes and duties, licence • Measuring and monitoring strength of customer relationships (such as Net Promoter beneficial to societies and markets conditions, consumer protection, anti-money-laundering, and Score) and strategy to ensure customer satisfaction. in which we operate. international sanctions. • The group actively manages stakeholder relationships and responds to legitimate • Comply with relevant company and • Non-compliance with the rules of the Euronext Amsterdam, JSE, LSE and reasonable issues raised by major stakeholders. We strive to provide increasing other applicable laws. or Euronext Dublin could result in the suspension of Prosus and transparency, primarily through our integrated annual report and various stakeholder • Sustain corporate social initiatives Naspers shares and bonds from trading. meetings, presentations and leadership interviews throughout the year. focused, targeted and linked to • Negative impact as a result of our business operations or products • We continue to strengthen our regulatory teams, increase engagement with business strategy. in societies in which we operate. regulators and invest in corporate affairs, government relations and communication • Infectious diseases affecting societies in which we operate. while operating a robust legal compliance programme. • Adopting measures to protect customers (including frameworks and policies in place, and training and awareness) and ensuring customer privacy and data security are managed and monitored. This includes measures to protect against cyberthreats. • Data privacy is managed by our data-privacy team and measures are taken to protect all sensitive data, including compliance with laws per territory. We further ensure our platforms conform to data-privacy requirements. 56 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Monitoring of key risks continued

Capital We aim to Key risks Measures to respond to opportunities and manage risk Changes to risk to be considered

Social and relationship capital – continued

• Corporate social investment programmes that benefit the community and the business, such as providing learning and internship opportunities to students, contributing to the community and improving employment in the country, but also contributing to the human, intellectual and financial capitals of the business in the long term. We have a number of social responsibility and social impact projects that aim to uplift communities in which we operate – these projects are based on the needs identified per territory. An example is the Naspers Labs in South Africa. • The company secretary manages compliance with stock exchanges’ rules where Naspers securities are traded, including required submissions of reports and updates. • The Naspers social, ethics and sustainability committee monitors compliance with BBBEE and similar industry charters in place for the South African businesses as well as other matters stipulated in the South African Companies Act. • The group’s tax department proactively engages with tax authorities and has developed a tax control framework to enhance transparency and respond to increased scrutiny from tax authorities. • We apply best practice in our recruitment and selection processes. • We periodically survey employee engagement and take corrective action where needed. • Selection, onboarding and evaluation of drivers and running safety (awareness) programmes. • Our businesses increasingly put insurance programmes in place to cover relevant drivers’ liabilities. The insurance markets, however, are still in development in this respect. • Management of our businesses run crisis simulation exercises from time to time. • Internal audit periodically assesses the risk culture of selected entities. Results are indicative of the company’s control environment and are discussed with segment and local management. • The company accepts that infectious diseases are outside of our immediate control, and as a group we help to ease the impact on societies by way of financial assistance in some countries (refer to pages 7 and 8 for further information).

Natural capital

We acknowledge that we are required to act • Comply with laws and regulations that • Increased natural hazard costs, security costs or resource costs. • We comply with laws and regulations that relate to the environment. Zero-rating of FY20 travel emissions. in an environmentally responsible way. As a relate to the environment. Increased compliance costs, new regulations or licence fees. • We are a service company and prefer to invest in platform businesses, and as a We currently report scope 1 and scope technology investor, the group has a relatively • To be useful to the communities we • Changing customer, supplier and employee values or preferences result, our business models have an inherently lower natural capital requirement. 2 emissions. We are in the process of low impact on natural resources. Our serve, acknowledging that may lead to reduced market share and decreased loyalty. Some contribute to reusing of products instead of buying new (eg Classifieds). prioritising the sustainability matters, businesses consider the extent to which natural environmentally responsible • Our businesses as well as local communities where we operate • Our diverse businesses across the group adopt appropriate environmentally including environmental matters, that capital may significantly affect current or future behaviour forms part of that. may face reduced access to, or availability of, natural capital (eg sustainable practices minimising the impact on the environment, for example are material to the group and to the operations; trigger legal or regulatory • Take advantage of opportunities to water) or related ecosystem services. energy-saving, water-saving and recycling initiatives. individual businesses. Refer to progress processes or fees, such as emission fees; have reduce our environmental footprint. made against our sustainability plan in a financial impact, eg on insurance conditions; • Worldwide extreme weather changes. • Our sustainability programme initiatives include partnering with relevant climate the focusing on sustainability section and affect company image or relationships • Invest in high-growth markets and • Rise in consumption of electricity due to increased use of groups to counter our effects, an example being zero-rating our travel carbon on page 58. This will inform our action with stakeholders, eg changing customer and credible sustainable products that technology, leading to increased carbon emission footprint, emissions by financing climate initiatives in emerging economies such as forestation plans and focus areas. We will report employee preferences. Each business’s may offer new revenue streams. adversely impacting climate change. and renewable-energy sources. on the outcome of this process in next responses to mitigate key risks and pursue • We continuously seek to address ESG issues in the countries where they are most year’s report. opportunities will differ depending on the needed, for example, through our Greenseat partnership we contribute to projects unique risks and opportunities in its operating based in India, South Africa and Brazil. environments. • Reducing operational costs by minimising consumption and impact. • Reducing environmental compliance/regulatory fees and charges. 57 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

We focus on ensuring sustainability to empower people and enrich communities

Sustainability review

Contents 58 Focusing on sustainability 59 Our alignment to the SDGs 60 Data privacy and protection 62 Cybersecurity 63 Artificial intelligence and machine learning 65 Our people 69 The environment 70 Society 71 Investing in South Africa’s success 71 Naspers Labs 72 Naspers Foundry 73 Tax 58 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

In the About this report section on page 5, we list the legislation and Operating responsibly Focusing on sustainability frameworks that inform our reporting. We are committed to operating responsibly We recognise the importance of throughout the group. Our commitment starts at At our core we strive to have a lasting positive impact on people’s the UN SDGs and the six capitals. the top with our board. We reinforce it through our On pages 17 and 18, we articulate our tried-and-tested strategy, our groupwide culture lives around the world – empowering people and enriching their long-term value creation across the and the guiding principles and policies we share communities long term. This has always been a fundamental part capitals, as well as our contribution to with our different businesses. We bring it to life of who we are and what we do and we continue to evolve and the SDGs. across a number of key areas. Our framework Our key areas strengthen the way we live up to our commitment to sustainability. Every year we review our sustainability as part of our strategic planning. In the Data privacy and protection past two years we have progressively We focus on ensuring data privacy and protection. stepped up our planning in terms of See more on pages 60 and 61 Our commitment We take our responsibility seriously We recognise the importance of the sustainability and we are looking to We are a responsible business and are fully committed to identifying six capitals and the United Nations’ continue with this in the years ahead. Cybersecurity committed to creating sustainable and focusing on our goals under Sustainable Development Goals This builds on our long-term We are deeply committed to ensuring strong value for all our stakeholders. our board-approved group (UN SDGs), which address global commitment as a group and also the cybersecurity. sustainability plan. challenges and aim to achieve a different initiatives already under way See more on page 62 Our commitment to sustainability is set sustainable future for all. out in our sustainable development The board oversees sustainability across our diverse range of Artificial intelligence and machine learning policy on www.naspers.com. and the progress made against the As we continue to refine and evolve companies. We continue to build on our capacity to capitalise Operating as a sustainable business sustainability plan. Our risk, and social, our sustainability strategy, we are Our ongoing journey on AI and ML. presents both opportunities and risks. ethics and sustainability committees working to identify and focus on the To ensure we live up to our See more on pages 63 and 64 Critical global risks include those assist the board in this. SDGs where we can make the biggest sustainability commitment, we will Our people reported on in the annual World positive difference. Throughout this continue to: Economic Forum’s Global Risks Report. We measure and report on the report we highlight examples of our We are dedicated to providing meaningful work We recognise that our stakeholders sustainable value we create across the impact against these SDGs. • Align with the most appropriate and an opportunity to learn and grow to our people. are taking a growing interest in six capitals set out in the International reporting frameworks to support how See more on pages 65 to 68 the long-term sustainability of Integrated Reporting Framework: we report. our operations. financial, human, intellectual, The environment • Engage with investors on We seek to minimise our impact on the environment manufacturing, social and relationship, environmental, social and and natural capital. and to play our part in addressing critical issues such governance (ESG) matters. as climate change. • Analyse the overlap between ESG See more on page 69 reporting requirements and other reporting frameworks. Society Stepping up our sustainability focus • Refine and evolve our sustainability We want to increase the positive impact we have on approach through research, society so that people’s lives improve and communities education and engagement. Our prosper in meaningful, sustainable ways. ongoing 2019 2020 Next • Report on progress to our risk, and See more on pages 70 to 72 journey steps social, ethics and sustainability committees and board, and also in Governance our integrated annual report. We underpin our sustainability across these key areas In 2019, we began a programme In 2020, we identified key As we move forward we intend to articulate and through good governance. of gap analysis: sustainability themes for the group prioritise our group approach and strategy on • We researched and analysed to focus on in the next three years topics that cut across the group and others that See more on pages 78 to 89 the most prominent environment, and what we need to do to develop are more business specific. social and governance (ESG) detailed action plans. Identified The next step is to more clearly define our requests received by the group, topics cover employee, customer, sustainability objectives, including formulating as well as publicly available societal and environmental themes. business-specific strategy and actions. This will sustainability information of other enable us to translate key themes into goals and peer and non-peer companies. key performance indicators in the business plan, • We conducted interviews with and to track, monitor and report on progress key group stakeholders in the made over time. various group functions. Our aim is to ensure our sustainability initiatives • We engaged with the in-scope are incorporated into strategy, business plans businesses in a number of ways, and day-to-day decisionmaking, and to develop including face-to-face and online appropriate reporting. workshops. We will focus on the material issues and SDGs on which we can have the biggest positive impact. 59 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Reference integrated 4: Quality education Performance review: • Food Delivery (iFood) – Helping Goal annual report By developing and investing in Our alignment to the SDGs online educational platforms, we drivers learn and prosper enhance access to education by • Etail (eMAG) – Enhancing Contribution at group level allowing the right skills to reach learning and development; As a global consumer internet group and technology investor, anyone in the world with an internet and Encouraging educational 5: Gender equality Sustainability review: connection, no matter the age, excellence Naspers strives to contribute to • Our people: Focusing on gender, country, etc. We also allow • Ventures – Focusing on the group contributes to the UN SDGs on multiple levels and with global gender equality and gender diversity technical and technological skills education inclusiveness through its that are growing in importance in • Media24: Investing for positive different intensities. Naspers contributes to the SDGs on a group employment practices by creating today’s employment market to social impact level through its strategy, its groupwide policies and its inherent a diverse and inclusive work culture. reach larger audience. Sustainability review: • Society – Naspers Labs: Pioneering transformative investment activities. This results in a core focus on three main learning SDGs. Moreover, Naspers also contributes to the UN SDGs through the strategies and the initiatives sustained by many 8: Decent work Group overview: 12: Responsible Performance review: and economic growth • Our business model consumption and production • Classifieds – Championing of its businesses worldwide. By investing in innovative Performance review: We actively contribute to more conscious consumption businesses all around the • Introduction sustainable consumption practices • Food Delivery (iFood) – world and actively promoting by promoting products’ circular Environmental initiatives entrepreneurship, skills, journey and sustainable options • Etail (eMAG) – Managing waste development, access to financial but also by initiating waste • Etail (Takealot) – Ongoing services, Naspers is contributing to management and waste reduction environmental initiatives provide decent work and economic strategies in our businesses. • Media24 – Environmental growth worldwide. commitment Sustainability review: • The environment

13: Climate action Performance review: 9: Industry, innovation Group overview: We recognise the increasing • Classifieds – Championing and infrastructure • Our business model climate risks and strive to minimise conscious consumption Naspers supports businesses that Performance review: our impact on the environment and • Food Delivery (Swiggy) develop financial and trade • Classifieds play our part in addressing climate – Green cloud kitchens infrastructure worldwide. By • Payments and Fintech change. In order to understand our • Etail (eMAG) – Reducing investing in payment businesses • Food Delivery carbon footprint and how to better carbon emissions and online marketplaces, reduce it, we currently measure our • Ventures (Dott, Quick Ride) – Naspers contributes to the scope 1 and 2 emissions. Across Going green with Dott; development of infrastructures the group we have various and Focusing on India and innovation in development initiatives underway to minimise • Etail (Takealot) – Ongoing of countries. our environmental impact. environmental initiatives • Media24: Environmental commitment Sustainability review: • The environment Contribution at business level 17: Partnerships for goals Performance review: In addition to our own initiatives, • Classifieds – Investing in 3: Good health and wellbeing Performance review: we support many organisations communities; and • Food Delivery (iFood) – Through our employee value and partner at a local level to Making the most of sustainability Improving driver safety; proposition and employment • Payments and Fintech – Acquiring Promoting wellbeing; and support the community around practices worldwide, we Wibmo; and Contributing to Helping drivers learn our businesses. Our partnerships actively promote and encourage communities and prosper focus on education, employment, the wellbeing of our employees • Food Delivery – Training drivers • Etail (eMAG): Promoting safety and awareness, financial by implementing health insurance in first aid; and Tackling hunger employee wellbeing inclusion, hunger, etc. coverage programs in our • Etail (Takealot) – Making it easy businesses locally. Through Sustainability review: for people to donate our various businesses, we also • Our people – Focusing on contribute to improving health health, safety and wellbeing; Sustainability review: and wellbeing of our delivery and Taking the lead (Swiggy • Artificial intelligence and machine learning – Looking ahead partners and communities. on welfare and training of delivery partners) • Our people – Focusing on gender diversity • Society – Naspers Labs: Working with group partners 60 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Seven data-privacy principles “Consumer digital businesses Each business is expected to respect Our seven data-privacy are all about providing Data privacy and implement seven core data- principles: customers with something that privacy principles. Widely recognised internationally as fair information 1. Notice. We offer appropriate improves their lives, and doing privacy principles, they are ethical notice about our data-privacy that in a trusted way. Our user and protection guidelines for the responsible use of practices. growth and retention are data. Critically, they are both universal 2. Individual control. We honour predicated on this underlying We are committed to ensuring data privacy and able to be applied to the different data subjects’ choices trust in good, responsible data businesses in the group – from regarding their personal data. practices and that includes and protection. This is core to our business. established global players to start-ups in jurisdictions that may not yet have a 3. Respect for context. We data privacy.” data-privacy law. recognise that data subjects’ Justin B Weiss expectations about fair and Global head of data privacy Our commitment Clear accountability This approach to data privacy aligns Data-privacy programme ethical use of their personal We recognise that privacy is an The critical foundation is to give clear with our model of decentralised To help businesses put the principles data is informed by the context important value and an essential accountability to individual businesses. governance and broader belief in into practice, we have a data-privacy in which their data was first element of public trust. Each business is directly responsible encouraging great leaders and programme designed to scale to their collected. Building trust for managing data privacy in its businesses to excel. We believe setting different needs and circumstances. 4. Limited sharing. We limit We strive to be a trusted company organisation. the right shared principles and giving This ensures that our core data-privacy We also focused on making sure and we expect the same of all our unnecessary personal data users’ experiences are positive by businesses the direct responsibility to commitment and approach is followed sharing with third parties. businesses. We expect each business This responsibility rests ultimately with enact them is the best way to have a in ways that really work for our honouring their expectations and to implement responsible data-privacy the CEOs of each business – they lead greater long-term positive impact. businesses. The programme has seven 5. Retention. We retain personal avoiding unwelcome surprises. practices in a way that is adapted to in implementing the group’s policy and More broadly, we are fostering a key elements: ensuring executive data only for as long as we Looking after and using data its own circumstances, which considers are directly accountable for the culture of data privacy and looking to buy-in; knowing your data; setting need it. responsibly to deliver on our promises its business model, the cultures of the data-protection programmes and businesses to ensure privacy by policies; training employees; to users builds trust – the key currency countries in which it operates, its privacy standards in their 6. Security. We ensure of our consumer internet business. design, where privacy becomes part managing vendors and third parties; appropriate security. compliance obligations, and its human organisations. of the fabric of day-to-day work rather legal compliance; and reporting. Increasing regulation and financial resources. than an add-on. 7. Governments. We engage We are investigating the performance with governments responsibly. The proliferation of regulation around For many years we have viewed data indicators that are most relevant for the world beyond the EU’s General privacy as critical for the group, not our operations to report on to our Data Protection Regulation (GDPR) only in terms of good governance and stakeholders. was another key area for us. Important risk management, but also to do the Our progress this year strategic markets where we operate, right thing and build trust with our key Supporting and monitoring Artificial intelligence and such as China, Russia, Central and stakeholders. Accordingly, we have a The group’s data-privacy office machine learning Eastern Europe, North America, Latin comprehensive data-privacy supports and monitors the Throughout the year we focused on America, India, Southeast Asia, Africa, governance policy and a privacy businesses. Help ranges from making sure we are using AI and ML and the Middle East have advanced programme designed to ensure the guidance on implementing the in a responsible way for consumers. It the cause of privacy and in many vast amount of data across the data-privacy programme, a is one of the key issues in our business cases have introduced new legislation, different businesses within the group is secondment programme that and we work closely with the AI group which brings additional focus on protected and managed. develops and trains future privacy team to align AI and ML with data regulatory compliance. leaders nominated by companies privacy and protection. This includes Our approach within the group, and advice on any providing training and setting up In the US, letgo focused on making A groupwide policy data-privacy implications of mergers guidelines for the AI teams and product and procedure changes to Our policy on data-privacy governance and acquisitions. data-privacy leads across the group. comply with the California Consumer sets out the responsibilities, principles The aim is to make sure we are Privacy Act (CCPA), which came into and programmes for ensuring data Businesses provide regular privacy handling data in the right way across force in January 2020. privacy across the group. and security reports to group the different businesses both in terms executives as an integral part of of global policy and ethics, and local In Brazil, iFood and other companies It is designed to define and document ongoing business reviews. The board’s regulatory requirements and customer inside the Movile group stepped up how data privacy is managed in the risk committee reviews the data- expectations. See pages 63 and 64 and formalised their programmes to group; to promote best practice; to privacy policy and its implementation for more information. ensure they are ready to comply with accommodate the different business annually as part of its oversight and the LGPD, Brazil’s General Data models, resources, culture and legal governance responsibilities. requirements across the group; and to support trust in our businesses’ products and services. 61 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Data privacy and security Data privacy and protection continued by design Camila’s story We have also been investing more time and effort in reinforcing our iFood Data Protection Officer (DPO) Protection Law, which comes into force Raising awareness and capabilities to address data-privacy Camila Nagano shares her story of in the summer of 2020. understanding and security issues at the design stage championing data privacy and Throughout the year, we significantly of new products and services and protection in iFood and Brazil. In India, we expect comprehensive increased levels of awareness and changes to operations. Building data data-protection legislation to come understanding around data security privacy and protection in as early as “Since college, I really liked the into force soon. We have been and privacy. This included board-level possible is a key part of our subject – I did my thesis on the right working hard to make sure our Indian engagement as well as developing commitment as a responsible to be forgotten. My first contact with investments have a strong awareness and empowering data-privacy leaders consumer internet company and we real privacy in practice was when of the requirements and how they can across the segment. will be increasing our focus on this in Justin came to iFood and he gave a leverage the group privacy model the coming year. We are working class on privacy 101 and I was and expertise. Our secondment programme has closely with the AI team on data amazed, I loved it. Justin proposed a been a highly effective way to grow privacy and security by design and secondment and the legal general South Africa’s data-protection law, the our groupwide network of data-privacy we aim to do more, at scale, in the counsel, Lucas, appointed me. Protection of Personal Information leaders, and fortnightly calls are an coming year. (PoPI) Act, is getting closer to coming invaluable opportunity for the network So, I went to Hong Kong on into force and our South African to share knowledge and discuss We have been broadening the scale secondment in 2017 – it was a total businesses, including Media24, issues. In addition, we have been of our capacity as a group and as a life-changing experience. Besides Takealot, Naspers Labs and Naspers raising awareness among all collective of individual internet experts getting to know the culture of a Foundry are building their compliance group employees. to do privacy assessments that completely different country in Asia in preparation. anticipate customers’ expectations at and meeting people from around an early stage of product the group, I learnt everything about development. privacy – not only how to Here in Brazil, people don’t have the The thing I like the most is that it is understand privacy and prepare same privacy culture as in Europe. It’s never-ending work. Because it’s not To do this effectively, we aim to amplify myself for the International very new, so it is much more than a only about making sure we are our central data-privacy expertise and Association of Privacy Professionals legal role – it’s an engagement role, a compliant with LGPD – it’s about the best practice with a growing army of (IAPP) exam but also how to present policy role and a tech role. I spend culture, policy-making and being the data-privacy champions in the at executive meetings. This was for much more of my time talking with best we can, to keep building users’ businesses themselves. We are me a turning point in what I really technology people than with lawyers, trust and bring much more value. empowering people around the world wanted to do. and that’s very interesting for me. The There are always going to be new to understand the privacy issues and best thing is that I can use all the products, new technology and new focus on local consumer-centric I took and passed the IAPP exam in experience I have learnt from GDPR regulation to discuss and to learn expectations and solutions in the most Europe. When I came back to Brazil, and the Brazilian law and combine all and new cases to think about. So, effective ways. the Brazilian General Data the best practice. we can always keep improving Protection Law (LGPD) was due to privacy inside the company and To this end we are keen to pursue a be implemented the following year One thing that also really helps is across the country. privacy engineering certification and it was interesting to be part of having biweekly calls with the group programme which will allow people the preparations. Then the law was DPO network where we can all share I’ve been invited to a lot of events to across the different businesses to approved and everything started for experiences and insights. speak in the name of iFood. I am become qualified in privacy-by-design real. That’s when I stopped doing also part of a network of privacy analysis. We are looking to cultivate technology contracts and other roles We got a lot of attention from outside, professionals in Brazil, trying to plant this capability in the businesses across and I started to be dedicated because we are one of the few 100% the privacy seed around the country. the group. It is an initiative in line with fulltime for privacy in iFood. I Brazilian technology companies our broader groupwide decentralised became one of the first Data developing from scratch the means to For me the main opportunity in approach which will help scale and Protection Officers (DPOs) in Brazil. be compliant with the privacy laws. Brazil is to be part of this accelerate our privacy by design. We We are pioneering a made-in-Brazil educational moment, where we can aim to empower the businesses with data-privacy solution. I’m really proud teach people what privacy means, the skills and resources to forge ahead of it because we are building our why it’s important, how it’s a in building privacy into their products privacy protection from zero. We want differential in iFood’s products and and services at the earliest the best privacy standards for our how we are building that to ensure opportunity. users, for our drivers and our we deliver data privacy and employees. protection. The future is just starting. It’s exciting!” 62 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

As part of its advisory brief, the team Every six weeks the security leads from Looking ahead coordinates a high level of active the different businesses get together on As the group grows, we will continue to Cybersecurity testing, including hiring teams of a call hosted by the central team lead. ensure that cybersecurity remains a key ethical hackers as well as using the It is a great way for everyone to discuss focus across all our businesses. We are responsible disclosure platform to hot topics and share updates on key looking to broaden and deepen our From senior leadership to our central team to the wider stress test defences. events and risks. culture of cybersecurity and also to extend our capabilities. On this front, community across our businesses – we are deeply committed The aim is to keep testing and This coming September the first of we will be exploring the creation of to ensuring strong cybersecurity. strengthening the security and an annual series of cyber-retreats is cyber-internships, working with a local resilience of the individual businesses planned where the security leads can university in the Netherlands to develop a and group as a whole. align on strategy and focus on the joint six-month master’s programme. It is year ahead. one of the ways we are investing in the Leading from the top The team provides a range of other next wave of cybersecurity talent to The board sets our groupwide advisory help and support, from For the wider cyber-community across ensure we keep growing and succeeding cybersecurity policy. It has four key assessing the cybersecurity risks and the group, an online workspace has safely and securely. parts: good governance, good strengths of a business as part of a proven to be a very popular and protection, good detection, and good mergers and acquisition (M&A) project effective way for all the security response. This forms the backbone of through to specific issues around a professionals to stay in touch, discuss Bringing everyone together our robust approach. We cascade the particular platform upgrade or change. the latest security trends and risks, and “We travel a lot and we see policy through the segments to the The emphasis is not just on providing also come together to coordinate businesses, giving the businesses security advice around the technology responses to incidents. all the security people from ultimate responsibility for making sure but also in terms of helping the around the group. Our job is they implement strong cybersecurity in businesses meet their challenges, make Cultivating our cybersecurity culture to cross-pollinate knowledge line with their own operations and the most of their opportunities and In November 2019 we held our first and bring best practices to challenges. For example, we expect achieve their ambitions. The ultimate Cyber Forward Conference, in the businesses. No matter each business to have the right level of aim is to help our businesses grow and Amsterdam. Building on the success of how much we share, we incident management and crisis succeed in a safe and secure way. this two-day event, the plan for 2020 is management to ensure a good to hold three Cyber Labs, in Latin cannot share too much.” response to any security incidents. Building a strong cyber-community America, Europe and India. This will Trajce Dimkov We also cultivate a strong enable us to take the event around Group cyber coach Central expertise cyber-community across the group. By the world and introduce more Our central cybersecurity team provides connecting everyone they can quickly experimentation and interactions expert help and support to the and easily exchange updates and around building the security and segments and businesses. As part of know-how. It’s also a great way to build resilience of the businesses. our internal audit and risk function, the The team undertakes about The reports for the risk committee give a shared sense of belonging to team’s approach is to help the 70 advisory and assurance projects a comprehensive overview, including something bigger and playing an development of a competent, agile a year to help ensure cybersecurity is the key risks, the biggest challenges important part in the success of the community of cyber and risk implemented well around the world by and any major incidents. Formal audit group as a whole. professionals. To this end, the team has the different businesses, in line with our reports are provided for the audit three guiding principles: groupwide policy. committee. This regular reporting enables senior leadership and key 1. Cyber is an enabler, not a blocker Major focus areas include business governance committees to stay in touch 2. Help manage risk, not spread resilience, the security of the platforms and on top of cybersecurity. fear, uncertainty and doubt (FUD) at the heart of the businesses and, in Our services at a glance 3. Every employee is a cyber warrior turn, the security embedded in the In addition, every three months the software development life cycle. team leader meets with the head of internal audit and the group CFO to Risk-driven process reviews Data-driven deep dives Security testing Resilience exercises Regular reporting discuss the most important — IT risk assessment — Cloud X-ray — Ethical hack — Crisis simulation The team reports to the risk and audit cybersecurity issues and where to focus — Business resilience assessment — Data X-ray — Cloud ethical hack — War gaming — SDLC assessment — Process X-ray — APT simulation committees four times a year. On two in the months ahead. — Application security assessment occasions, it presents an extended — IT general controls assessment report on how well the businesses are Focused help and support doing against the policy – where they The team’s audit work ranges from are now, where they were six months regular informal discussions with ago and where they are expected to security leaders across the group Managed services be in six months’ time. through to formal audits of businesses — Security posture evaluation as and when required. — Crowd-sourced vulnerability programmes 63 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Artificial intelligence and machine learning We continue to build on our capacity to capitalise on artificial intelligence (AI) and machine learning (ML) across the group.

Critical importance Implementing more models We have reached the point at which Our central AI and ML Fuelled by the increase in capabilities, AI and ML are powerful and mature team focuses on three the number and depth of ML models enough to make a critical difference to going into production have almost value creation. Increasingly, AI and ML key tasks: doubled in a year. We now have many are part and parcel of how we grow 1. To accelerate – help all different targeted models touching and succeed in improving people’s organisations in the portfolio every aspect of the platforms. lives around the world. It is a activate the tools and mission-critical enabler for us. opportunities necessary to get Leveraging learning the value of ML realised as fast We are looking to take full advantage From image-recognition to the ability to as possible. of our platform businesses across interpret text, AI and ML technology has Classifieds, Payments and Fintech, and advanced rapidly in recent years. As a 2. To scale – ensure we use ML Food Delivery. For example, by data-rich business, we have the efficiently throughout the entire applying best practice from the centre fundamental asset – the essential organisation, to serve and leveraging learning in one ingredient – to really make the most of customers better and improve segment across all segments. This is this technology’s strengths and our operational performance one of the key ways we ensure we and efficiency. potential. make the most of the opportunities to Training leaders We are looking to go further with our 3. To embed AI and ML as build better recommendations engines, This year we continued and leadership training through the Importantly, a natural positive cycle a super-utility across the enhance search and manage data accelerated our AI and ML training development of an additional accelerates value creation – the more organisation – a horizontal more effectively – so we can ultimately for senior leaders from across the programme, AI In Depth. Planned for quality data you can flow into ML, the layer of competence and provide ever-better services and different businesses. We offer all the coming financial year, this better your algorithms will be. Better technology that everyone uses, experiences for our users. leaders in the group the opportunity programme will dig deeper into key algorithms make better tools which much as we use electricity to attend AI For Growth, a three-day areas such as AI by design. create better services that, in turn, today. This naturally leads to a Creating a network of collaboration residential programme focused- attract and keep more customers, new and exciting era of AI and We are boosting collaboration across designed by Prosus. It focuses on Training engineers creating yet more good data to flow ML by design. the group through shared technologies. building shared understanding, a Across the industry, demand for data back into your ML. It is a quality and We leverage the ecosystem of ML common language and insights into scientists remains higher than supply. quantity game – one where we have experts across the group to share how to apply and make the most of One of the ways we are tackling this is a distinct advantage in our markets: Extending our capabilities knowledge, practices and ML models. AI and ML in their businesses. By by upskilling our own people, strong local businesses generating Building on the foundation we This enables local teams to jump-start demystifying the subject, putting the particularly our engineers and others volumes of valuable data for ML. So, for established in the last financial year, developments, accelerate learning and emphasis on practical use cases, and who have a good base knowledge. example, when we train open-source we have significantly extended our bring models into production faster so by identifying the key elements of The training programme lasts about six image-recognition tools on our capabilities in AI and ML across the that different businesses can develop successful AI strategies, the months and participants can gain a proprietary data sets for classifieds, we group. The teams have grown as has new ML models, for example, for programme gives leaders the tools to recognised qualification in ML. So far, obtain much more accurate models the capacity to execute across our three recommendation or dynamic pricing, make decisions on AI and ML for more than 80 people from across the than otherwise possible. These models, core segments: Classifieds, Payments quicker and more efficiently. positive business impact. The group have gained this qualification. in turn, serve to deliver a more and Fintech, and Food Delivery. programme runs approximately every personalised buyer experience and eight weeks. To date, more than a more streamlined seller experience. 100 leaders from across the group have been trained on the programme. It has helped activate a number of AI and ML initiatives in businesses around the world. 64 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Artificial intelligence and machine learning continued Looking ahead “As well as sharing We have started to support a technologies, we are also programme of education called Data Science For Social Good. It began last making sure people have year and we plan to continue and access to all the AI and ML increase our involvement, for example skills, knowledge and by some of our people mentoring on competence from across the the programme. This is part of our group. This network of wider commitment to support the collaboration enables people responsible use of AI for good. in the different businesses to We continue to focus on increasing the advance with a jump, rather scale and speed of our AI and ML than a small step – to go implementation through the adoption of further, faster. We want to specific platforms that streamline ML at remove any bottlenecks from scale. The aim is to embed ML the idea to the moment when throughout our operations and businesses and to compress the time it we can create value. So we takes for a good idea to get into the can really increase the speed hands of the customer where it actually and positive impact of AI and makes a difference and adds value. ML on our business.” Aligned to this, we will still further our Euro Beinat Global head for data science and focus on AI by design, or the practice of artificial intelligence designing new products and services so that they can automatically learn from data and user interactions. Our goal is that AI by design becomes a mindset and a capability shared across the organisation.

We are bringing all this together into an exciting initiative that we are taking forward into next year. A team drawn from the AI and ML experts at Prosus, Training product managers So far, more than 4 000 people around In Payments and Fintech, AI and ML are together with product and domain As our AI and ML teams develop the world have undertaken this training. supporting advances in fraud detection. experts from the segment, is focusing more and more models, our product It is a critical part of our ongoing aim We are also offering ground-breaking on developing in a short period of time managers need to be able to take to embed AI and ML throughout the new credit services to underbanked innovative product concepts that can these models, put them into production, group so that it becomes key to our people in India, based on ML be tested, with the best ones being manage, maintain and upgrade them. thinking, our everyday work, our algorithms for credit risk management. taken further. We are focusing here on We have introduced Machine Learning innovative, entrepreneurial, always- making big advances, rather than for Product Managers, a training learning and advancing culture. In Food Delivery, we are using AI and incremental innovation. It reflects how programme designed to ensure ML to manage the mass of data and we are intensifying commitment to product managers have the tools and Building across the segments many different elements that go into scale and speed up how we turn AI knowledge to make the most of the In Classifieds, we continue to apply AI delivering the right food to the right and ML to the advantage of our many models we develop. and ML to make every step of the value place as quickly as possible and companies, our customers, and all our chain better, faster, and cheaper – from critically, on time. iFood for example is stakeholders. Training everyone onboarding customers to listing, using ML to predict how long it takes to Last but not least, we have also verifying, selling, searching for and prepare a specific dish at a particular For more information on how AI and introduced AI For Everyone. As the buying items. It plays a key part in time, so that the driver arrives just in ML are being applied across the name suggests, this introductory improving the experience for both time to collect the food for delivery. group in various businesses, see the training programme aims to give buyers and sellers – making it quicker, iFood also leverages ML to optimise performance review on pages 28 to 49. everyone across the group a solid easier, safer, more effective and in turn delivery, for instance by batching orders. grounding in AI and ML. increasing trading activity and customer These applications of ML orders drive retention. down the total cost of operation as well as increasing customer satisfaction and retention. 65 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Making a wide range of learning We employ smart people – HEADCOUNT BY REGION (%) we find them all around the accessible for everyone Our people MyAcademy, our group online learning world. We offer them hub, connects our people, wherever interesting, relevant and they are located, to learning materials. Our people are at the heart of our business – they make all meaningful work to do. We We have curated the very best the difference to our success. We are dedicated to helping our reward and recognise them learning experiences from providers for that work in a fair and around the world, including our own people be the best they can be by creating a diverse, inclusive market-competitive way. And education partners (Udemy, Codecademy and Brainly) as well as learning organisation. we want them to be part of other leading global providers such as an engaging and positive Big Think, Harvard Business School, culture in which the leadership Ready, Vado and Rosetta Stone, and standards, our ethics, and our own, home-grown content. Attracting, developing and • recognises excellent work with fair Investing in learning our commitment to doing rewarding our great people and competitive rewards and and development Growing rapidly the right thing is evidenced Europe, Middle East and Africa 65 We face the challenge of the global enables us to compete for talent with With the pace of change happening in MyAcademy has 30 000 users who shortage of digital talent every day – global and regional/local consumer our industry, we need to continuously all around, and in which have spent more than 240 000 hours LatAm 18 digital talent is scarce in all our internet players invest in learning resources so our people know they are valued learning online over the past year. Asia Pacific 14 • offers meaningful jobs with a sense people can acquire the new skills markets. The best people have real as the enablers of our We have seen that number grow America 3 choices about how and where they of purpose, in a company committed needed to build strong and scalable business success. rapidly over the past three years, work, and who they work for – and our to deploying technology to address technology products and services. Our to an average of 12 000 monthly employee value proposition therefore big societal needs and to enriching approach is to prepare our people for active users. the communities in which we upcoming job challenges by giving them HEADCOUNT BY SEGMENT FOR remains critical in enabling the EMPLOYEES (%) continued growth and success of operate, and access to the best learning resources. PERMANENT EMPLOYEES MyAcademy allows us to reach out our business. • puts positive, engaging and inclusive quickly to our people all over the culture and leadership at the heart of world in order to expose them to key To this end, we focus on creating everything we do, in an environment topics and trends. This year an experience which: where many different types of people 25 527 MyAcademy has been a critical • delivers career-enhancing feel happy and are able to do their people employed by the group, element in our ML and AI professional development, and best work. compared to 20 196 in 2019 transformation plan. We used ongoing opportunities to network, MyAcademy to train thousands of our learn and collaborate internally non-engineering people in ML and AI, and externally through our AI For Everyone course.

Etail 27 Our employee value proposition Classifieds 33 Media 13 To compete for and win Ventures 0* nal Me Payments and Fintech 11 the very best global talent, io t an ss en in we need a compelling fe pm jo g Food Delivery 10 ro lo b fu P ve l value proposition for our e Group functions 6 people. Our people seek d meaningful jobs with line * Denotes figures of less than 1%. of sight to business Our employee

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u FEMALE VERSUS MALE EMPLOYEE l p opportunity to learn and e is central to d l t n a u e HEADCOUNT (%) l grow professionally, in a d r our success a e b e r i i s r a a n purpose-driven environment s n F h d o ip p Female 43 that they enjoy; where they s are recognised for a job re Male 57 well done and are paid fairly in line with personal Employee and company performance. recognition 66 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Our live education programmes focus continued • We perform. We push for Our people on leadership, management, business performance in everything we do, development, ML and AI. These and we link achievements and sessions bring people together from rewards. We agree on clear and across the group, giving them the ambitious goals, have continuous MYACADEMY opportunity to learn from each other, conversations about achieving even share best practices and interact more and reward our people for with the best trainers and facilitators what they deliver and how they in their field. deliver it. We encourage innovation 240 000 from all our people. hours of learning over the past year, We will continue to introduce our compared to 180 000 hours in 2019 leaders to the latest innovations so To attract and retain the skills on they can translate them into practical which our sustainability depends, and business initiatives. For example, our to reward superior performance, we AI For Growth programme equips offer share options/share business leaders with the skills and appreciation rights and/or restricted 30 000 knowledge they need to build unique active users per month share units to our eligible employees AI-centric businesses. through long-term incentive plans. • We matter. We matter to the Cultivating a strong communities we serve and, wherever groupwide culture we operate, we hold ourselves to 12 000 We are a diverse group of global high standards. Our code of business monthly active users companies, but some things are ethics and conduct defines our This is influenced by factors such as We continue to measure employee Reflecting the diversity consistent for our people regardless of commitment to conducting business what the business is aiming to achieve, engagement across the group and of our consumers where in the world we operate: fairly, ethically and with integrity. This the maturity level of the business, the ask our people for feedback on their People who understand the local opportunities and challenges it is markets we operate in are a key • We empower. We back local teams code and related policies are experience of working at our various tackling, its competitive landscape, strength and asset for us in building We also provided ML and AI training and learn from each other. We communicated to all employees and group companies. Engagement survey and the demographic nuances of the products that consumers love. Like for senior leaders, gave our engineers encourage diversity in our teams and are available on www.naspers.com. participation rates and engagement region or countries where it operates. many other consumer internet in our thinking. Our people are scores are in line with external the opportunity to upskill through companies, we pay specific attention empowered to be responsible and We deliver positive impact benchmarks and we continue to focus access to nanodegrees in ML, AI, and We base our people-development to gender diversity to address the make decisions because we trust Many of our companies invest in on positive employee engagement data science, and introduced ML focus on three key areas: under-representation of women in the programmes for product managers. them to do an outstanding job. We corporate social responsibility across the group. programmes and we encourage our technology sector. See pages 63 and 64 for more believe in them and we want them to • Reinforcing the leadership pipeline Building a diverse and inclusive share their talent and expertise people to support these by investing information on AI and ML. and accelerating the growth of top workplace We think about diversity and inclusion across the group. Each year we their time. Wherever we operate we talent. Building a diverse and inclusive broadly and respect the dignity and organise internal networking and employ local people and we create Training on machine learning, • Driving a performance culture. workplace is a key element of our human rights of individuals and learning events to bring together supportive, flexible and pleasant artificial intelligence and • Supporting the ongoing development future business growth and success. communities wherever we operate in teams and communities of expertise, environments to help them perform at much more and growth of our businesses by Throughout the year, we placed a big the world. Building an inclusive often from across the group, to share their best while developing their skills. Technology is in high demand and equipping our people with core focus on diversity and inclusion (D&I) workplace where everyone feels ideas and learn from internal and We focus on the ongoing development is a significant proportion of the total consumer internet and digital media and we give an example in the welcome and can thrive regardless of external experts. of our managers, as creating an hours consumed online, but we also skills such as new programming performance review on pages 28 to their gender, gender identity, gender use MyAcademy to accelerate and environment where our people feel cared for, heard and supported in languages, cybersecurity, machine 49 of specific initiatives undertaken by expression, transgender status, sexual strengthen our workforce capabilities learning/data science, commercial/ one of the segments. orientation, class, race, religion, creed, on other topics critical to our “Our talent is a competitive their ambitions, is ultimately in their hands. Together we are all responsible sales and business skills (eg finance). colour, marital or family status, age, future growth, from leadership advantage – it defines the Given the scarcity of talent in the nationality, political association, or and management skills to for the positive impact we have on experience we give to our our stakeholders. We encourage positive consumer internet industry and our disability is critical for us. All our personal development and engagement focus on emerging markets, we face people are on this journey with us and cross-cultural training. customers, the value we We learn We believe happy and engaged the ongoing challenge of attracting we have provided access to education deliver to our shareholders, employees create satisfying customer the success of our business. Developing our talent is a critical and retaining talented and qualified and content, so that they understand enabler of present and future success experiences and in a competitive candidates. We are proactively the important role they play and the We aim to attract, motivate as well as playing a role in the global talent market, it is important addressing that challenge with talent positive impact they can have. and retain the best people motivation and retention of our people. that we provide our people with a sourcing and acquisition strategies to enhance this advantage Most of our businesses around the compelling place to work. Our designed to attract a diverse range of world have a learning and businesses actively encourage people who in turn represent the full and create sustainable participation, address issues raised shareholder value.” development agenda focused on their diversity of our customer base. own specific needs. and share best practices. Aileen O’Toole Chief people officer 67 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

continued we care about gender diversity and we Focusing on South Africa Our people act on it). Monitoring the results enables We aim to make a positive and us to understand if we are making the enduring contribution to the social and positive impact we want, and the economic development of South Focusing on gender diversity results this year show great progress. Africa, and recognise the role we can While our commitment to create an We are further reinforcing the building play by leveraging our resources and inclusive workplace attractive to many of an inclusive workplace by including the goodwill of our employees. kinds of people is broad, we face the the topic in our leadership development Naspers has maintained a level 4 same specific challenge as our programmes. We are committed to BBBEE status and remains committed consumer internet competitors in creating working environments that are to managing our transformation efforts attracting and retaining female talent, free from harassment of any kind and in South Africa. have provided training and education especially into product and technology Helping learners with disabilities roles. Our efforts to address diversity to all our employees on our zero- tolerance approach to harassment, as to increase their skills in general and gender diversity We want everyone to learn and specifically, span the whole employee well as guidance about how to raise any concerns. develop their skills as much as life cycle. Our drive for diversity is led possible. This year, for example, and championed by our chief we had 36 learners with disabilities executive, Bob van Dijk, who is a Championing diversity beyond our business graduating in formal learnership member of the Male Champions of programmes – of the 36 learners, Change global technology group This year, we have also hosted external events focused on diversity 32 learners have successfully https://malechampionsofchange.com/ completed the learnership and globaltech/. and inclusion in selected countries where we operate. In India, we hosted obtained their National Diploma in Customer Management. Involving our employees 100 senior female leaders from We are assessing our progress in consumer internet companies in a series of events offering opportunities The majority of these learners are building an inclusive workplace by now studying for the next qualification: asking all our employees for their to network, join focus groups and Focusing on health, safety Ensuring a safe working Promoting wellbeing share good practice. a National Diploma in Generic and wellbeing environment We promote and encourage feedback as part of our annual Management Learnership. All in all engagement survey (at my company The health, safety and wellness of our We regularly perform health and wellbeing, and our local businesses we have 36 learners studying for people is critical, given that our growth safety risk assessments to ensure that offer varying benefits and this qualification, over a period of depends on their skills. Employee all our offices are safe working programmes, including health 12 months. They are due to graduate wellness is key to organisational environments for all employees. In insurance and employee assistance in April 2021. The total cost for this sustainability. Accordingly, we care larger locations we have trained programmes. Some of our larger intake, including programme costs for our employees through various safety officers who know what actions offices also offer onsite employee and stipends, is R7m. initiatives, recognising that a healthy to take to ensure employee safety and services, for example fitness facilities. and resilient workforce is essential wellbeing in an emergency. This year, we launched an employee to support the changes our business assistance programme (EAP) in Naspers: Broad-based black economic empowerment (BBBEE) generic scorecard(1) is navigating. Focusing on safety for 36 countries, allowing our people to business travellers access confidential counselling and Bonus Bonus Managing risks We are committed to ensuring the advice in their own language. Target points points Actual score Health and safety risks are assessed safety of employees who travel for Element score available achieved achieved 2020 as part of our risk management business purposes. All employees who Enabling flexible working framework. Our group goal is to travel are registered with International As well as ensuring our offices are Equity ownership 25 20 ensure the health and safety of our SOS, which provides real-time news modern, pleasant and safe working Management control 9 2.61 employees. Businesses are required and updates on global and local environments, we also enable flexible to report on any health and travel risks and issues, and guidance working arrangements to help our Employment equity 10 4.26 safety-related incidents. Any reported on health and safety matters when people find good work-life balance Skills development 20 5 0.32 13.78 (includes the 0.32 bonus points) matter gets reviewed by the group’s travelling. All our employees are wherever possible. governance committee that meets covered by business travel insurance. Preferential procurement 27 2 2 17.75 (includes the 2 bonus points) quarterly. In 2020, no reports of serious We actively support our employees to Enterprise and supplier development 15 2 2 17 (includes the 2 bonus points) injuries sustained by employees while We actively monitor travel risks and work remotely. This includes providing on duty were reported. issues on an ongoing basis and take online collaboration tools and Socio-economic development 5 5 precautionary measures where video-conferencing facilities to Total score 111 9 4.32 80.40 (includes the total 4.32 bonus points) needed. Due to the Covid-19 encourage and increase employee pandemic, we suspended business community and collaboration, and Performance (%) 72.43% travel throughout the group at an promote improved wellness through BBBEE-rating Level 4 early stage. better work-life balance.

(1) Priority elements achieved Yes BBBEE is a form of economic empowerment legislated in South Africa. 68 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

iFood also promotes educational Our people continued opportunities for delivery partners, Key issues during the year offering online courses regarding safety standards, personal finances and Encouraging positive entrepreneurship, customer service and employee relations proper equipment usage. Broader We strive to maintain a healthy educational programmes are due to employee relations environment in take place in the future. In addition, which ongoing dialogue is embedded iFood is developing restaurant owner in our work practices. We use various online training in general management, formal and informal channels to finance and sustainability. engage people and encourage open communication, including leadership iFood continues to work side by side and CEO updates, webcasts, town hall with government stakeholders in Brazil meetings, team meetings, face-to-face to shape and modernise the future gatherings and online collaboration regulatory framework for the gig and content sharing. economy sector.

We promote safe reporting of In India, Swiggy has more than feedback or issues with our people 240 000 delivery partners, many of processes and practices. There are whom are women. Swiggy has paid various mechanisms through which particular attention to creating a safe our employees can report issues and positive experience for female or concerns, including a delivery partners, identifying ‘safe zones’ whistleblower helpline managed for women drivers to operate in and by an independent third party. advising them on safe working practices. Our Dignity at Work programme emphasises our zero-tolerance Swiggy invests in training delivery Covid-19 approach to harassment of any kind. partners in technology, driver safety We prioritise the health and wellbeing of our people, and customer service. The company whether in the country where they work or in the course Taking the lead also has programmes and benefits for of business travel, and we took early and decisive We are committed to being a delivery partners’ general welfare, action to support this, such as requiring people to work responsible leader in deploying including life insurance, educational from home, and suspending business travel. technology that addresses big societal and personal loans, rewards and needs, improves people’s lives and recognition for exemplary We actively monitor travel risks and issues on an enriches the communities we live and performance. ongoing basis and take precautionary measures To this end, we are actively supporting For example, our Brazilian online where needed. work in. We care about the key issues our companies and partners in food-delivery company, iFood, was one facing our sector, including people’s Find out more in our review of our adopting market-leading and of the first online delivery platforms to Food Delivery segment on page 31. Pollution in India health, safety and welfare. We strive to forward-thinking positions to address launch insurance benefits in Brazil for be thoughtful and responsible, always Our offices in Gurgaon were affected by pollution last these issues. the delivery partners, using the iFood year. We took several measures in response to the considering how we can have a platform. positive impact. risks to employees during this period, including the provision of face masks and onsite safety advice, and encouraging employees to work from home.

Water restrictions in South Africa iFood’s commitment During periods of drought and water shortage in South Africa, we facilitated flexible working arrangements for all our employees to enable them to spend more time Multiply Share meals to Reduce Add at home and work at different times. Prosperous relations minimise hunger Plastic delivery Diversity and inclusion Increase iFood restaurants’ Offer more than 20 million Avoid sending 400 million Increase the diversity and reputation and increase meals for vulnerable plastic items in our sense of inclusion and deliveries by drivers that Brazilian people consumer food deliveries belonging among our make more than people minimum wage

Drivers and restaurants Vulnerable people Society and environment People 69 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Initiatives this year Reducing carbon emissions The environment and waste at eMAG eMAG strives to reduce its carbon Businesses across the group have emissions. The introduction of its EasyBOX We seek to minimise our impact on the environment. We also various initiatives under way to minimise network, for example, has reduced last-mile play our part in addressing critical issues, including climate their environmental impact. More delivery and promoted stacked delivery. In information on these initiatives can be addition, eMAG has a fleet of 100% electric change and the responsible use of natural resources. found in the performance review on delivery vehicles for last-mile urban pages 28 to 49, but we highlight some of deliveries and starting in 2020, the eMAG the key ones here. warehouse in Joița și Chitila will be powered by 100% green energy. eMAG’s Risks waste reduction initiatives include using 2019 recycled packaging material, choosing As a group we acknowledge there 2020 tonnes of the smallest size box for shipping to avoid are critical global risks, including those tonnes of CO2e overpackaging, avoiding single-use plastic, Reducing fuel consumption CO e (restated)* reported on in the World Economic 2 promoting the recycling of shipping in Swiggy cloud kitchens Forum’s Global Risks Report, notably materials after customers receive their In Swiggy Access cloud kitchens, sensors the risk of climate change and global Scope 1 8 054 24 035 shipment, and also offering customers monitor and regulate fuel and electricity environmental and social risks. We free-of-charge pick-up for their old white consumption. In addition, infra-red burners are still investigating the extent to goods to ensure these are disposed of have reduced fuel consumption by 20%. which these environmental and social Scope 2 24 135 70 307* responsibly. As a result, eMAG has reduced cardboard used per delivered unit by 40% See more on page 35 risks impact our operations and how YoY, and plastic used per delivered unit by to mitigate these risks. Refer to Total 32 190 94 343 17% YoY, while also reducing the incidence Going green with Dott progress made against our sustainability emissions Offsetting carbon credits of product damages per delivery. With our US$21m investment in Dott through plan in the focusing on sustainability At a group level we have partnered with Ventures, we are backing green mobility Greenseat, part of the Carbon Neutral section on pages 58 and 59. * Electricity is the highest contributor of total See more on page 40 across Europe. Dott makes it easy for measured emissions at 75%. group, to offset our carbon credits for people to share dockless electrical scooters Impact our corporate functions’ air travel in the and bikes for short-distance travel across We currently report scope 1 and past year. This initiative will contribute to cities in Belgium, France, Germany, Italy and scope 2 emissions. We are in the at 38%. The 2020 carbon footprint projects based in India, South Africa beyond. More inner-city mobility; less process of prioritising the sustainability excluded the MultiChoice Group, which and Brazil. inner-city pollution. was included in the 2019 calculation. The matters, including environmental matters, Championing conscious reason for the decrease in both scope 1 See more on page 45 that are material to the group and to the consumption in Classifieds individual businesses. Refer to progress and 2 was a result of the unbundling of We believe that classifieds is a force for made against our sustainability plan in the MultiChoice Group. A discrepancy good in the world – helping people Using 100% recycled packaging the focusing on sustainability section on was identified in prior-year figures, which consciously reuse and extend the life of at Takealot pages 58 and 59. This will inform our has now been restated to 94 343. all kinds of items, which in turn benefits Takealot is using 100% recyclable the planet and communities. During the packaging, with paper rather than plastic action plans and focus areas. We will We obtained limited assurance on voids. An updated transport fleet of newer, report on the outcome of this process in year, we launched our first Global Impact Naspers’s scope 1 and scope 2 Report (https://www.olxgroup.com/ Reducing single-use packaging larger, more energy-efficient vehicles also next year’s report. emissions for the first time in 2020. impact). This pioneering report looked in saves money as well as being better for and items at iFood the environment. More energy-efficient LED In order to understand our carbon Please read the full assurance report depth and detail at the positive impact of iFood is undertaking a number of which can be accessed on our website using our classifieds platform in four key lighting is also being introduced in the footprint and how to reduce it better, we environmental initiatives. In the year ahead, distribution centres. In addition, where currently measure our scope 1 and at https://www.naspersreport2020.com/ product lines: mobile phones, tablets, iFood is committed to reducing the amount laptops and fashion. Resource savings possible, Takealot is using seafreight rather scope 2 emissions. In 2020 they totalled downloads.html. The definitions of scope of disposable plastic items delivered to than airfreight, which again is more cost for these products include material consumers. The work includes providing 32 190 tonnes of CO2e (2019: 94 343 1 and scope 2 emissions can be efficient and environmentally friendly. weight (including conflict minerals), awareness through marketing campaigns tonnes CO2e). As was the case last year, accessed on our website at energy-savings equivalent, water, and https://www.naspersreport2020.com/ and stimulating restaurants to rethink their See more on page 42 electricity usage is our largest carbon emission-savings equivalent. procurement practices. Through the app, contributor, at 75% of our footprint. In downloads.html. iFood will implement several initiatives to Minimising environmental impact 2020 we expanded our boundaries to Looking ahead See more on page 29 encourage sustainability practices. The first include OLX. The Financial Control pilot is an opt in/out to give customers the at Media24 As part of our sustainability plan, we The business seeks to use technological Principle has been elected by the group plan to measure our scope 3 impact in choice not to receive unwanted disposable items – like cutlery, straws and cups. The innovation to create solutions that minimise for the purpose of reporting the carbon 2021 to enable us to formulate our environmental impact and performs regular footprint, and therefore recognition of second initiative is to give customers the strategy to address our impact and option to replace plastic packaging and risk assessments to identify the operations control will match that of the financial report against set goals. We are also items by choosing biodegradable and with the most significant impact. Media24 statements and will recognise 100% of planning to align to the framework of the other sustainable materials. has a number of energy-efficient and greenhouse gas emissions for all Task Force on Climate-Related Financial recycling initiatives. subsidiaries and the equity share of Disclosures (TCFD), and to cover this in See more on page 34 See more on page 49 greenhouse gas emissions of joint next year’s integrated annual report. ventures. Media24 is the business with the greatest share of our footprint, 70 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Initiatives this year Supporting local businesses Society eMAG also supports local businesses with the Open Romania programme. Introduced There are various corporate social in 2019, it enables small businesses to trade responsibility initiatives across the group. their products and services on eMAG’s As we grow our business around the More information on these initiatives can platform without paying any commission. world, we want to increase the positive be found in the performance reviews on pages 28 to 49, but we highlight some of See more on page 39 impact we have on society. So that the key ones here. Ventures is investing in better people’s lives improve and communities Classifieds is delivering education for more people social good Education is at the heart of strong prosper in meaningful, sustainable ways. We are proud of the social good we societies and it is a key focus area for deliver in Classifieds. We are the lifeline Ventures. There is a big demand around for individuals, from all walks of life, and the world to enable people to learn more for small businesses. We are good for effectively and efficiently – whether that is individuals – enabling them to manage helping schoolchildren learn or lifetime their own budgets and lifestyles, either learning. Technology is playing a key part We invest in improving the EMERGENCY AID buying items they could not afford new, in meeting this fundamental social need. communities we operate, live and or making money from items they no To date, we have invested over US$570m work in, in a number of ways. longer need, and especially in times of in five education businesses. crisis. We are good for small businesses, Social matters too – providing a simple, easy-to-use See more on page 43 Our approach to our employee value R bn and low-cost leads channel. We enable 1.5 valuable social transactions whereby Naspers Naspers is investing in the next proposition, health and safety, data people meet in person, improving social committed R1.5bn and prosper through the iFood Academy; generation of South African talent privacy, and diversity and inclusion can cohesion in a more individualistic world. Contributing to communities be found on pages 13, 29, 66 and 67. in emergency PayU also undertakes a range of initiatives training drivers on first aid; providing Through Naspers Foundry we aim to aid in response designed to contribute to communities learning and support to restaurants; and invest R1.4bn in the next generation of See more on page 30 The group encourages and supports to Covid-19 across the Payments and Fintech segment. tackling hunger in Brazil. outstanding South African tech start-ups in the coming years. And Naspers Labs is different businesses to implement In Poland for example, PayU is one of the See more on co-organisers of the RogaLOVE campaign, See more on page 33 pioneering an innovative hyper-local corporate social responsibility page 7 which aims to help improve the treatment programme to tackle youth initiatives that have the biggest conditions for children with cancer. unemployment across the country. positive impact locally. Businesses on the ground around the world are best See more on page 38 See more on pages 71 and 72 placed to identify and back the corporate social responsibility iFood is targeting affordable Takealot is making it easy for initiatives that will deliver the lunches with Loop people to donate to good causes most impact. iFood has launched Loop – an innovative Takealot also has a longstanding link way to provide affordable lunches. with Beautiful Gate, an organisation Responding to the Covid-19 Customers receive reasonably priced dedicated to supporting the welfare of pandemic meals and save time; restaurants can fully under-privileged families in Cape Town. use their kitchens’ spare capacity; and Whenever someone checks out of a The Covid-19 pandemic has created PayU is building a world without couriers generate incremental income Takealot site, they have the option to unprecedented challenges and financial borders where across a full day. At the same time, order donate to Beautiful Gate. To date, uncertainties for everyone around the everybody can prosper batching significantly improves unit eMAG is encouraging educational donations totalled R4.5m. world. In responding to the evolving To build a world without financial economics for iFood. With Loop, excellence and promoting situation, we are ensuring that we borders where everyone can prosper, everybody wins. Loop is proving to be very employee wellbeing See more on page 42 safeguard our people, maintain our PayU is connecting consumers and successful. Currently in 54 cities across Across Romania, eMAG’s Let’s Go to School ability to serve our customers, and merchants across high-growth markets Brazil, the plan is to expand and scale Olympics! and We Care About programmes Media24 is investing for positive protect our businesses for the long in innovative, seamless, helpful ways Loop as quickly as possible. focus on supporting and raising the level of social impact term. As ever, the health and wellbeing that are revolutionising payments, credit education of children. eMAG also places a Media 24 undertakes a number of See more on page 33 of our people and our impact on the and other financial services for people. big emphasis on wellness and wellbeing – initiatives to support its commitment to In India for example, PayU has been for employees and communities. Employees South Africa. These include policies to communities we serve remain our pioneering credit for underbanked Making lives better are encouraged to develop and exercise encourage procurement from small priority during this difficult period. people. Through its Make Lives Better programme, both mentally and physically. And through black-owned businesses; providing iFood is committed to delivering the 140 Beats per Minute Foundation training to the Association of Independent See more on pages 7 and 8 ever-greater sustainability benefits to Publishers; supporting enterprise See more on page 36 programme, eMAG works with communities restaurants, drivers, consumers – everyone to promote sports as an essential part of development; and Via Afrika supporting Looking ahead involved in its rapidly expanding education. the establishment of the WritePublishRead As part of our sustainability plan, we food-delivery ecosystem. Initiatives include self-publishing platform. plan to better articulate the scale of improving driver safety; promoting the See more on page 40 our socio-economic impact. wellbeing of drivers; helping drivers learn See more on page 49 71 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Society continued Naspers Labs Pioneering transformative learning Youth unemployment is one of South Naspers Labs Africa’s most pressing socio-economic Investing in South Naspers Labs focuses on tackling issues. Naspers Labs is tackling this youth unemployment in South Africa problem head on with its innovative Africa’s success with a hyper-local programme combination of hyper-local community We are proud of our South African roots combining community spaces with hubs and online learning and support. and are dedicated to the long-term online learning and support. growth and success of the country. Naspers Labs is pioneering a Naspers Foundry combination of online learning with an Our commitment includes our ongoing Naspers Foundry invests in talented offline coaching and facilitation model investments in operating two key South and ambitious South African tech to unlock full potential of these young African businesses: Takealot, the entrepreneurs so they can develop ‘creators’. In our fast-changing world country’s leader in ecommerce, and and grow businesses that improve where today’s most in-demand jobs Media24, the leader in media. people’s lives. didn’t exist a few years ago, this blended learning intervention has It also takes in a range of social proven to be successful. Moreover, investments, for example to boost it’s a way of learning that’s not only in small businesses. demand in South Africa, but around the world. In this way, Naspers Labs In addition, we are investing for aims to offer unemployed young South sustainable socio-economic impact Africans the opportunity to develop through two key initiatives: Naspers 21st century skills for entry-level Building a diverse team Advancing the programme Labs and Naspers Foundry. employment positions. We currently have 67 team members, During the year, we further enhanced of which 60% are graduates of the our programme introducing new Naspers Labs continues to grow and programme, 64% are female, and 97% bespoke courses focused on improved gather momentum. During 2019, we are from historically disadvantaged digital competency, introduction to piloted the programme in partnership backgrounds. In the fourth quarter of coding, creativity and collaboration, with RLabs. In 2020, we extended the the financial year, we recruited 35 new entrepreneurial thinking, spreading piloting, established Naspers Labs team members, primarily to staff the kindness (volunteering and community Two key initiatives for a bright South African future NPC, a new company in the group, two new Labs. participation) and socio-emotional and enhanced the non-profit learning. We also introduced a new company’s programme, culture, Being hyper local five-day work-readiness course that systems and processes. Just as we focus on the Labs being addresses practical themes from a part of the local communities and how to build relationships with More students; more Labs drawing local young people in, we co-workers, to interview techniques, To date, 2 070 young South Africans also strive to hire locally and support to employee rights, to management Developing the next generation of are either in or have been through the local businesses. of personal finances. South African talent Naspers Labs programme, including Naspers Labs is our long-term 1 200 this year. 1 520 have graduated, Investing in training our team investment strategy in human capital including 650 this year. Moreover, 62% Throughout the year, we undertook development. Our flagship social impact have become economically active extensive employee training of 350 project blends physical space and Developing the next generation within three months of graduating. to 500 hours per person, depending a bespoke online platform that strikes at of South African businesses on their role. This includes training for the heart of communities most affected Our start-up initiative focuses on helping In 2019, we opened two Labs, including all Labs team members on ethics by unemployment and poverty. talented and ambitious South African a large SuperLab, in Cape Town. In and professional conduct, as well tech entrepreneurs develop and grow March 2020, we opened two new as our HR policies; security training, • An innovative project with a mission to businesses that improve people’s lives. Labs, the first Johannesburg Lab, in first-aid training, and resilience be a driving force behind increasing Wynberg, serving the Alexandra and psychological safety training; access to economic opportunity. community, and a Lab in Cape Town, a full onboarding and orientation • Ambition to help millions of young South in Khayalitsha. programme, including a two-week Africans living in low-income peri-urban culture infusion; and revised areas of South Africa into meaningful programme training. We have also opportunities. delivered technical training for specific posts such as Lab Community Activators, Lab Programme Managers and Lab Parental Figures. 72 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

We are therefore looking to back South Society continued Naspers Foundry African entrepreneurs with unique Naspers Foundry aims to: Why Naspers Foundry insights into their local communities. Naspers Foundry brings several At Naspers we believe that when we • encourage the Applying artificial intelligence Looking ahead distinctive benefits for South Africa’s invest in an entrepreneur, we are able South African We have developed an AI Naspers Labs will continue to pursue tech start-ups: to bring much more to the table than start-up ecosystem recommendation algorithm – which its ambitious vision and mission – funding. Through the Naspers group • support tech start-ups Ideation Product takes into account everything we know pioneering ways to solve youth • The reassurance of the Naspers network, international expertise will be that help improve about an individual’s learning unemployment in South Africa. To this name – we are known and trusted on hand to help start-ups accelerate people’s lives potential, socio-economic context, end, next year we will be looking to in the tech start-up community. their growth. The aim is to provide • build the tech character traits, and soft skills to help develop a model which will enable the • The founder-friendly Naspers long-term help and support to businesses of Life cycle us place them into 19 entry-level Naspers Labs approach to be taken approach to investing – we trust encourage and nurture the future stars the future job-learning pipelines. The jobs range on and implemented more widely. founders to run and grow their own of the South African tech ecosystem. • stimulate local from software developers to There is a great deal still to be done businesses. economics, and administrative assistants to micro- to tackle youth unemployment, • Our long-term view and commitment We are focusing on creating • create jobs and entrepreneurs. Learners (‘creators’) and we are determined to do as much – we back entrepreneurs to grow and businesses that have a positive impact opportunities for Expansion Revenues follow a curated curriculum of courses as we can to help and lead in giving succeed for years to come. on the local economy. We aim to bring South Africa provided by Udemy, a Naspers young people the best possible • Our global network – start-ups can the scale and expertise of Naspers to Ventures-backed edtech investment, education and opportunities to make the most of the capabilities and bear on the businesses we back, for each of the pipelines. improve their lives and the contacts we have around the world. helping them grow and expand sustainability of their communities. beyond their local market, across Working with group partners Backing talented and ambitious Africa and beyond. Apart from Udemy, we also work South African tech entrepreneurs Throughout the year, we also provided Smart tree crop management closely with other group partners, Naspers Foundry will invest R1.4bn to To date, Naspers Foundry has a team of digital marketing specialists Aerobotics provides artificial particularly Takealot. South Africa’s help talented and ambitious South invested into two businesses: to help SweepSouth increase its intelligence-driven, drone-enabled leading ecommerce business has African tech entrepreneurs develop SweepSouth and Aerobotics. conversion rates, plus advice on intelligence for tree crop management. hired Labs graduates into its call and grow their start-up businesses. managing cash flow and other areas. Having made significant progress in centre. It has also donated R600 000 Helping SweepSouth go far the South African market, Aerobotics is worth of phones, computers, Naspers Foundry will strengthen and In June 2019, Naspers Foundry made Due to lockdown restrictions, encourage the South African tech rapidly expanding both in South Africa headphones and other popular items, its first investment, putting R30m into SweepSouth was unable to operate as well as in the United States and which students can earn through a ecosystem by investing in notable SweepSouth, Africa’s first online home its core cleaning service business South African tech start-ups. Naspers Europe. Aerobotics was founded by digital currency system in return for cleaning services marketplace, which from 27 March 2020 and resumed two South African engineers James participating in the programme and Foundry fully aligns with our groupwide connects clients to vetted domestic operations on 1 June 2020. This had approach to backing and growing Paterson and Benji Meltzer, who met volunteering in the community. cleaners. SweepSouth was founded a negative impact on financial at the University of Cape Town, and great entrepreneurs and businesses by Aisha Pandor, who holds a PhD in performance. around the world. after their postgraduate studies at Human Genetics and her husband, Massachusetts Institute of Technology computer scientist Alen Ribec. This is in line with our groupwide in aeronautical engineering and founder-friendly culture of working in Imperial College London in artificial With over 7 000 cleaners, and close partnership with the companies intelligence respectively, returned to Naspers Labs thousands of satisfied customers being we invest in – being practically helpful South Africa and established served monthly, SweepSouth’s mission to entrepreneurs without being Aerobotics. is to create happy homes by providing overbearing. It’s the same in Naspers Traditional jobs dignified, flexible work at decent pay Foundry, too. We are careful to choose Entry-level jobs pipeline to its network of cleaners – its start-ups with ambitious founders who SweepStars. All the SweepStars, can really build their businesses, and predominantly single mothers with we help them get on and do that – dependants, are interviewed by backing them all the way. Graduates have Innovation and enterprise SweepSouth before they start using a defined path into Growing youth-owned small the platform. Towards the end of this financial year, the economy and microenterprises Naspers Foundry announced that it During the year, we provided practical had agreed to invest R100m into help, including introductions and local Aerobotics, subject to regulatory know-how, to help SweepSouth approvals. expand into Kenya. Looking ahead, Information and SweepSouth aims to go further – communication technology launching similar services in Botswana, ICT-related industries R130m Nigeria and Ghana. To date, Naspers Foundry has invested more than R130m into two businesses: SweepSouth and Aerobotics 73 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Tax GLOBAL TAXES NASPERS’S TOTAL TAX CONTRIBUTION (R’bn) 21.1 Naspers aims to contribute positively to the communities R13.2bn total tax contribution by 17.9 and countries in which it operates. We are a global group Naspers to public finances and our businesses are located and operate in many countries in South Africa in FY20 around the world. Although we are a global group, we operate 13.3 and pay taxes locally. We employ people in the countries where 12.8 the businesses are, we contribute to supply chains in those countries, we develop businesses and create opportunities 7.2 in those countries and we pay taxes locally in those countries. 6.1 We recognise that the tax we pay is an important element 4.7 6.1 6.0 of our broader economic and social contribution to 5.2 4.1 the communities and the countries in which we operate. 2.8 3.1 3.6 3.7 0.04 2.4 1.0 2.0 0.4 1.0 1.5 0.5 0.5 F F F F F F F F F F F F irect nirect nuce otal

Continuing Video entertainment Exceptional (due to Prosus transaction) Source: Naspers, EY analysis

Naspers businesses pay taxes locally, it simple: businesses should pay tax Naspers continues to show a Furthermore, exceptional items like During FY20, Naspers contributed in the countries in which the businesses locally, ie where their operations are meaningful normalised effective tax tax-free capital gains on the sale of an estimated R13.2bn to the South operate. At Naspers there is zero and where their clients and users are. rate of 28.13% for FY20. The group subsidiaries are excluded from the African public finances tolerance for non-compliance with Paying taxes in the countries where accounts for its share of the results of profit before tax to arrive at the The total tax contribution by Naspers tax laws in all jurisdictions in which one operates is an important its equity-accounted investments net of normalised effective tax rate of 28.13%. to public finances in South Africa in our businesses find themselves. In contribution to local societies and the taxation recognised by those FY20 stood at R13.2bn. This was managing our tax affairs we take economies. We, at Naspers, are of the investments. As part of its mission to create value supported by R6bn from continuing into account the interests of all our view that local taxes should be equally by improving people’s lives, the operations, while exceptional items stakeholders, including governments applicable to all companies In order to provide a more Naspers group measures and reports resulting from the listing of Prosus N.V. and our shareholders. Our tax irrespective whether companies have comparable effective tax rate, the tax on the social and economic by Naspers resulted in estimated tax principles are set out in the Naspers a global, regional or local footprint. recognised as part of the group’s contribution it generates. payments of R7.2bn. Overall, this tax group tax policy which is available The playing field should be level. share of the results from equity- contribution was 43% lower than the on our website, www.naspers.com/ accounted investments is included, Naspers conducted an Economic total contribution in FY19. This reduction about/tax. The global Covid-19 pandemic has for purposes of the calculation of the Impact Assessment (EIA) of its activities in the tax contribution in FY20 is challenged the corporate world to normalised effective tax rate, in the in South Africa for FY18 and FY19 largely attributable to the unbundling The digitalisation of the economy is work closely with governments, total tax recognised by the group. which demonstrated how the group of the video-entertainment group, raising various tax challenges that communities and citizens to ensure an supported the economy and society MultiChoice in March 2019. However, need to be addressed. Naspers effective response to Covid-19. “Could of South Africa through its tax the contribution made by continuing regards it as important that consensus this mark the dawn of a new era of contribution. operations increased by 16%. is reached on a global basis for the social awareness and contribution?”, solutions to these challenges. Tax Bob van Dijk recently asked. We at The study summarised direct and profiles of companies can be skewed Naspers are well positioned to further indirect tax payments by Naspers as a consequence of size and our contributions in the countries where as well as its induced tax contribution. footprint. At Naspers we like to keep we operate as we are already closely aligned with and integrated into those communities – a global group with local businesses. 74 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

HIGHLIGHTS Naspers has in addition to the Naspers also enabled a further 15 210 Tax continued social benefits enabled by its tax fulltime equivalent (FTE) jobs in the contributions also supported a total wider economy through its supply of 20 320 jobs in South Africa, both chain (‘indirect employment’) and via directly and through its connections the impact of supported consumer Illustrative examples of social impacts enabled 62.7% to other sectors of the wider South spending ‘induced employment’). This by Naspers’s tax contribution in South Africa in FY20 of the people employed in FY20 African economy takes the total contribution of Naspers were based in the Media segment In FY20, Naspers directly employed in FY20 to over 20 000 jobs. 5 110 people in South Africa on a permanent basis. The majority of this employment was based in the Media segment (62.7% of the total), followed 28.7% by Etail (28.7%), Classifieds (4.8%), 5 720 schools provided 2 940 hospital 3 850 of the people employed in FY20 Corporate (3.2%) and Payments and with nutritious meals personnel educators were based in the Etail segment Fintech (0.6%).

Naspers’s total employment contribution in FY20

37 740 entrepreneurs 27 180 households 3 840 funded electrified police officers

Source: EY analysis

Through its tax contribution, Above are some illustrative examples Naspers helped South Africa make of social benefits generated by progress towards some of its most Naspers if the National Treasury pressing social objectives apportions Naspers’s total tax In its National Development Plan, contribution of R13.2bn based on the 15 210 the South African Government has allocation set out in the Budget Review 5 110 indirect and induced jobs 20 320 set itself an ambitious objective to 2020(2). In each case, relevant fulltime employees enabled in the rest of total number of jobs eliminate poverty and reduce Sustainable Development Goals to at Naspers economy enabled by Naspers inequality in South Africa by 2030(1). these examples are noted. Naspers aims to promote social benefits in countries where it operates by making a real difference to people’s lives and communities. Helping the Government to fund some of the most pressing social priorities through its tax contribution is one of the ways Naspers plays its part in promoting the social progress in South Africa.

(1) South African National Planning Commission, National Development Plan 2030: Our Future – make it work. (2) National Treasury of the Republic of South Source: Naspers, EY analysis Africa, Budget Review 2020. 75 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

We build businesses with broad potential to empower people and enrich communities

Governance

Contents 76 Our board 78 Governance at a glance 90 Remuneration at a glance 76 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

A Audit committee P Project committee (previously referred Executive R Risk committee to as the executive committee) Non-executive Our board S Naspers social, ethics and sustainability N Nomination committee Independent non-executive committee H Human resources and remuneration committee * Chair

P R H* R H N

S

Bob van Dijk Emilie Choi Craig Enenstein 47, Dutch 41, American 51, American Chief executive officer and executive director Independent non-executive director Independent non-executive director Craig Enenstein is an independent Bob van Dijk is our chief executive officer and an Emilie Choi is an independent non-executive non-executive director. He is also the chief executive director. He was appointed as chief director. She serves as chief operating officer at executive officer of Corridor Capital, LLC, an executive officer of Naspers in April 2014. He joined Coinbase, Inc. (Coinbase), the world’s largest P* N A operationally intensive private equity firm the group as Allegro Group chief financial officer in regulated cryptocurrency exchange. She oversees focused on the lower middle market. Corridor August 2013 and was promoted to chief executive operations in seven countries, across three H Capital, LLC is based in Los Angeles and was officer Global Transactions Ecommerce in October continents. Since joining Coinbase in early 2018, she founded by him in 2005. He holds an MBA in 2013. He has over 15 years of general management has overseen more than 10 acquisitions and 50 N finance from the Wharton School of Business experience in online growth businesses globally, venture investments. Prior to Coinbase, she spent of the University of Pennsylvania, an MA in spanning the online marketplaces, online classifieds more than eight years at LinkedIn Corporation international studies from the Lauder Institute: and fashion segments. Prior to his general as the vice president of corporate development, University of Pennsylvania and a BA from the management career, he was a founder of an and led all M&A deals in the company’s history, University of California, Berkeley. online financial derivatives marketplace. In June including its biggest deal to date, Lynda, as well as 2020, Bob was appointed to the board of Booking Koos Bekker Hendrik du Toit leading a number of joint ventures in China. She has Manisha Girotra Holdings Inc. at the company’s annual general also worked in corporate development and strategy 67, South African and Dutch meeting. He started his career at McKinsey & 58, South African and British roles at Warner Bros. Entertainment Inc. and Yahoo, 50, Indian Non-executive chair Company, focusing on mergers and acquisitions, and Lead Independent non-executive director Inc. She is also on the board of directors of Independent non-executive director media. He holds an MBAHons from INSEAD and an Koos Bekker is the non-executive chair of the Hendrik du Toit is an independent non-executive ZipRecruiter, Inc., a marketplace for jobseekers and MSc (cum laude) in econometrics from Erasmus Manisha Girotra is an independent non-executive board. He led the founding team of the M-Net/ director. He was appointed lead independent employers. She holds an MBA from the Wharton University Rotterdam. director. She is the chief executive officer of Moelis MultiChoice pay-television business in 1985. director of Naspers on 1 April 2020. Hendrik is School of the University of Pennsylvania as well as a India. She has more than 25 years of investment He was also a founder of MTN Group Limited, chief executive officer of Ninety One (previously BA in economics from the Johns Hopkins University. banking experience, with crossborder mergers a South Africa-based multinational mobile Investec Asset Management). Hendrik entered and acquisitions expertise across a broad range telecommunications company. He headed the the asset management industry in 1988. He of industries. Prior to joining Moelis & Company, A* A group in its international and internet expansion P joined Investec in 1991 as founding member of she was the chief executive officer and country until 1997, when he became chief executive officer Investec Asset Management and remained chief R head of UBS AG in India, managing its investment R of Naspers. He retired as the chief executive executive officer until he assumed the role of R* bank, commercial bank, markets, equity research officer of Naspers on 31 March 2014. On 17 April joint chief executive officer of the Investec Group S and wealth management divisions. Previously, she N* 2015, he succeeded Ton Vosloo as chair of the on 1 October 2018 up to the demerger and S* was head of North India of Barclays Bank PLC. listing of Ninety One on 16 March 2020. In 2019, Naspers board. He holds a BAHons and honorary She began her investment banking career at ANZ S doctorate in commerce from Stellenbosch Hendrik joined the Advisory Boards of the UN Grindlays in London. She serves on the boards of University, an LLB from the University of the Business and Human Security Initiative and the directors of Ashok Leyland Limited and Jio P Witwatersrand and an MBA from Columbia Impact Investing Institute. Previously, Hendrik Payments Bank Limited. She holds a BAHons in University. served as a non-executive director of the Basil Sgourdos economics from St. Stephen’s College, India and a Rachel Jafta Industrial Development Corporation of South Don Eriksson masters in economics from the Delhi School of 50, South African and Greek Africa. He has also served on the Advisory 75, South African Economics, India. 59, South African Financial director and executive director Board of the Sustainable Development Solutions Independent non-executive director Independent non-executive director Network, the Expert Board of HM Treasury’s Belt Basil Sgourdos is our financial director and an and Road Initiative, and as Commissioner of the Don Eriksson is an independent non-executive Rachel Jafta is an independent non-executive executive director. He was appointed as the financial Business and Sustainable Development director. He is the chair of Oakleaf Insurance director. She is a professor in economics at director of Naspers in July 2014. He worked for Commission, which authored the report Better Company Limited and Renasa Insurance Stellenbosch University. She joined Naspers as PricewaterhouseCoopers Inc. from 1989 to 1994. Business Better World in 2017. Hendrik holds an Company Limited. On 11 June 2020, he retired a director in 2003 and was appointed a Thereafter he joined Naspers, initially as the finance MPhil in economics and politics of development from the board of MultiChoice Group and other director of Media24 in 2007. She is a member manager of the South African operations division in from Cambridge University, as well as an MCom MultiChoice companies. He served on the council of the South African Economic Society, chair of MultiChoice and then as chief financial officer of in economics from Stellenbosch University. of the Institute of Directors of South Africa (IoDSA) the Cape Town Carnival Trust, a member of the Naspers’s investment in United Broadcasting for a number of years, of which he is an Management Committee of the Bureau for Corporation plc, listed on the Stock Exchange of honorary life member, and as a trustee to Economic Research at Stellenbosch University Thailand, where he remained for 10 years. He then the Discovery Health Medical Scheme. He and a member of the International Advisory spent two years in Amsterdam as the general was a partner at Coopers & Lybrand (now Board of Fondação Dom Cabral Business manager of the video-entertainment business PricewaterhouseCoopers Inc.) and an executive School, Brazil. She was appointed as chair of development globally before being appointed as director of the Commercial Union group of the Media24 board of directors in April 2013. financial director of MIH Holdings Proprietary Limited companies (CGU Insurance Company (SA) She is the chair of the Media24 nomination (MIH Holdings) in January 2009. He held this position Limited, Commercial Union Life Insurance committee. She is also a director of Naspers until he became the financial director of Naspers. He Company Limited and Sentrasure Limited). He is a Beleggings (RF) Limited. She holds an MEcon is a qualified South African chartered accountant and qualified South African chartered accountant and and a PhD from the University of Stellenbosch. holds a BCom from the University of the Witwatersrand holds a certificate in the Theory of Accountancy and BAccHons from the University of South Africa. from the University of the Witwatersrand. 77 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Our board continued A Audit committee P Project committee (previously referred Executive R Risk committee to as the executive committee) Non-executive S Naspers social, ethics and sustainability N Nomination committee Independent non-executive committee H Human resources and remuneration committee * Chair

S S P

Nolo Letele Debra Meyer Mark Sorour 70, South African 53, South African 58, South African Non-executive director Independent non-executive director Non-executive director Nolo Letele is a non-executive director. He joined Debra Meyer is an independent non-executive Mark Sorour is a non-executive director. He joined M-Net in 1990 and pioneered MultiChoice’s director. She is a professor of biochemistry and the Naspers group in 1994, leading business expansion outside South Africa. In 1995, he moved executive dean of the Faculty of Science at the development and corporate finance, globally. to the Republic of Ghana, where he served as University of Johannesburg. She has completed Following assignments in Hong Kong and MultiChoice’s West African regional general modules in media strategy and academic Amsterdam, he returned to Cape Town in 2002 as manager. In 1999, he was appointed chief leadership at Harvard University and the Gordon the Naspers group’s chief investment officer, being executive officer of MultiChoice South Africa Institute of Business Science, University of Pretoria H P responsible for all global investment activities. On S Holdings Proprietary Limited (MultiChoice SA), and makes regular contributions to several 31 March 2018, he retired after more than 20 years and later served as the MultiChoice group chief newspapers and magazines. She serves as a N H with the Naspers group. He remained on the executive officer until 2010, when he was trustee or board member for several Naspers board as a non-executive director. He is appointed executive chair of MultiChoice SA; organisations. She is also a director of Naspers N a qualified South African chartered accountant currently non-executive chair. He has won several Beleggings (RF) Limited. She holds a BSc in and holds a BCom and DipAcc from the University awards including Media Man of the Year in 2001 biological sciences, a BScHons and an MSc in of KwaZulu-Natal. (Saturday Star—Business Report); Media Owner of biochemistry from the University of Johannesburg the Year in 2003 (Financial Mail Adfocus); and the (then, the Rand Afrikaans University) and a PhD in Lifetime Africa Achievement Prize for media biochemistry and molecular biology from the development in Africa (Millennium Excellence University of California, Davis (which she attended Foundation). He holds a BScHons in electronic Roberto Oliveira de Lima as a Fulbright Scholar). Fred Phaswana Cobus Stofberg engineering from the University of Southampton. 69, Brazilian 75, South African 69, South African and Dutch Independent non-executive director Independent non-executive director Non-executive director Roberto Oliveira de Lima is an independent Fred Phaswana was an independent Cobus Stofberg is a non-executive director. He non-executive director. He developed his career non-executive director and the lead was a member of the founding team of the M-Net/ at companies like Accor S.A., Rhone Poulenc S.A. P independent director of the board. He joined S MultiChoice pay-television business in 1985. He (now part of Sanofi S.A.) and Compagnie de the Naspers board as a director in 2003. served as chief executive officer of the group from Saint-Gobain S.A. in the information technology R He is the joint chair of Mondi Group Limited 1997 to 2011, and has been instrumental in the and finance areas. He was chair and chief and Mondi Group plc and former chair of the expansion of the Naspers group. Prior to joining executive officer of Credicard Group, chief Standard Bank Group Limited and of The M-Net, he was a partner of Coopers & Lybrand executive officer of Vivo S.A., the largest mobile Standard Bank of South Africa Limited. He holds (now PricewaterhouseCoopers Inc.). He is a telecommunications company in Brazil, chair of an MA from the University of South Africa and qualified South African chartered accountant and Publicis Brazil and president of Natura S.A. BComHons from the University of Johannesburg holds a BComLaw and LLB from Stellenbosch (Natura). He was previously a board member of (at that time, the Rand Afrikaans University) and University and a BComptHons from the University Edenred S.A. in France, Pão de Açúcar S.A. BA (philosophy, politics and economics) from the of South Africa. Ying Xu (Casino) and Natura in Brazil. He is a member of Steve Pacak University of South Africa. He retired from the Ben van der Ross the board of directors of RNI Negócios Naspers and Prosus boards and committees 56, Chinese Imobiliários S.A. In April 2019, he left the board of 65, South African with effect from 1 April 2020. 73, South African Independent non-executive director directors of Telefônica Brasil S.A. after 14 years Non-executive director Independent non-executive director Ying Xu is an independent non-executive director. with that company, having served six of those Steve Pacak is a non-executive director. He began Ben van der Ross is an independent non-executive She is the president of Wumei Technology Group years as president and chief executive officer his career with Naspers at M-Net in 1988 and has director. He was chair of Strategic Real Estate (Wumei, or Wumart), a technology-driven retailer and eight years as a board member as well as held various executive positions in the Naspers Management Proprietary Limited, the managers in China. Deeply engaged in the retail business quality and services committee member. He group. He is a director of MultiChoice Group of the Emira Property Fund. He served on the for 15 years, Ms Y Xu has strong insight and holds a BA and MA in business management Limited as well as companies in the Naspers boards of directors of, among others, Distell knowledge of consumers in China, especially in from Fundação Getúlio Vargas in Brazil and an group. He was appointed as an executive director Limited, FirstRand Limited, Lewis Group Limited, retail, online and offline. Prior to joining Wumei MA from Institut Superieur des Affaires at Jouy en of Naspers in 1998 and a non-executive director Pick n Pay Holdings Limited and MMI Holdings Technology Group, Ms Xu was vice president of Josas—France. on the Naspers board on 15 January 2015. He Limited. He is also a director of Naspers LG (a joint venture) at Tianjin International Trust & retired as Naspers’s financial director on 30 June Beleggings. He is an attorney of the High Court of Investment. Ms Xu holds a BA degree in English 2014 and remained on the Naspers board as a South Africa and holds a DipLaw from the from Tianjin University, China, and an MBA from non-executive director. He is a qualified South University of Cape Town. Meinders School of Business, Oklahoma City African chartered accountant and holds a BAcc University, United States. from the University of the Witwatersrand. 78 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Governance at a glance

Focus areas this year BOARD COMPOSITION NATIONALITIES LENGTH AND TENURE AS A NASPERS GENDER DIVERSITY RACIAL DIVERSITY Strategy (NUMBER OF DIRECTORS)(i),(ii) (NUMBER OF DIRECTORS)(i),(ii) DIRECTOR (NUMBER OF DIRECTORS)(ii) (NUMBER OF DIRECTORS)(ii) (NUMBER OF DIRECTORS)(ii) Review the group’s strategy, three-year 4 4 plan and budget. 2020 2020 12 12 Read more on page 25 3 5 2019 2019 Continue to address the discount and 13 11 unlock value through the listing of (iii) 3 Black people Other Prosus N.V. on Euronext Amsterdam, 2018 with a secondary inward listing on 14 (iii) As defined in the BBBEE Act. the JSE and the share repurchase Female Male programme. Chair 1 South Africa 11 0–2 years 1 Executive 2 USA 2 2–4 years 2 Focus on future investment and value creation in the portfolio. Independent non-executive 9 Brazil 1 4– 6 years 5 Non-executive 4 The Netherlands 1 6–9+ years 8 Read more on page 18 (i) The director is an independent India 1 non-executive director for the purposes Financial (ii) of King IV. We will apply the test for a Excludes Fred Phaswana who retired on Review the group’s performance non-executive director’s independence 31 March 2020. and results. set out in King IV. Read more on page 50

Governance and sustainability Date first appointed Date last appointed Number of board Continued application of King IV Directors to the board to the board meetings attended Category practices. J P Bekker 17 April 2015 23 August 2019 13 Non-executive chair

Started the journey to determine which B van Dijk 1 April 2014 29 August 2014 13 Chief executive officer and executive director of the United Nations’ Sustainable Development Goals (SDGs) are best V Sgourdos 1 July 2014 29 August 2014 13 Financial director and executive director aligned to our impact areas. E M Choi 21 April 2017 25 August 2017 12 Independent non-executive director Embed data privacy and cybersecurity throughout the group. H J du Toit(1) 1 April 2016 24 August 2018 11 Independent non-executive director and lead independent director Read more on pages 60 to 62 C L Enenstein 16 October 2013 24 August 2018 12 Independent non-executive director

People and learning D G Eriksson 16 October 2013 24 August 2018 12 Independent non-executive director Recognise the importance of machine learning and embed M Girotra(2) 1 October 2019 1 October 2019 6 Independent non-executive director learning throughout the group, including board level. R C C Jafta 23 October 2003 25 August 2017 13 Independent non-executive director Read more on page 65 F L N Letele 22 November 2013 26 August 2016 10 Non-executive director

Covid-19 D Meyer 25 November 2009 23 August 2019 13 Independent non-executive director Review the work undertaken to protect employees and other stakeholders R Oliveira de Lima 16 October 2013 24 August 2018 13 Independent non-executive director and manage the potential impacts for the business. S J Z Pacak 15 January 2015 23 August 2019 10 Non-executive director Read more on pages 7 and 8 T M F Phaswana(3) 23 October 2003 25 August 2017 13 Independent non-executive director

M R Sorour 15 January 2015 24 August 2018 13 Non-executive director

J D T Stofberg 16 October 2013 23 August 2019 12 Non-executive director (1) Appointed as lead independent director on 1 April 2020. (2) B J van der Ross 12 February 1999 23 August 2019 12 Independent non-executive director Appointed on 1 October 2019. (3) Retired as a director on 31 March 2020. 79 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Governance at a glance continued Ultimately we report to stakeholders in the integrated annual report and other releases

Naspers group governance framework

Board Supported by company secretary/ governance framework

Board

Board committees Supported by company secretary/ governance framework

Audit Risk Human resources and Nomination Naspers social, ethics remuneration and sustainability Finance policies and group levels Management of information Board diversity of authority, combined assurance, Management of technology Board and board committee Organisational ethics Remuneration internal and external audit Management of risk Corporate citizenship Ethical business culture Compliance management and sustainability Stakeholder relationships

Management and group Group support functions support – Human resources – Public relations functions Management Group and Governance and remuneration – Corporate communications of operating segment committee – Legal and compliance – Investor relations business management – Data privacy – Internal audit and risk – Intellectual property support – Tax – Finance – Machine learning

Underlying Values Code of business ethics Strategy Various charters Good framework and conduct and policies governance guidelines foundation 80 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Governance at a glance continued

The board of directors conducts the other things, formulating its strategies Group governance framework Our approach to applying King IV Our focus areas this year “I am pleased to group’s business with integrity by and policies and setting and The board is the focal point for, and and statement by the board In the 2020 financial year, we applying appropriate corporate achieving its objectives. The custodian of, the group’s corporate Naspers is required, in terms of the continued to implement recommended present this year’s governance policies and practices. Our non-executive directors supervise and governance systems. The board JSE Listings Requirements, to report its or alternative practices to demonstrate aim is to keep abreast of regulatory advise the executive directors. Each conducts the group’s business with application of the principles of King IV. application of King IV’s principles for governance report. developments, further enhance our director has a duty to the company to integrity and applies appropriate In line with the overriding principle in the group. In addition, subsequent to We are committed governance standards, monitor and properly perform the duties assigned corporate governance policies and King IV of ‘apply and explain’, the the listing of Prosus, Prosus’s policies ensure compliance with relevant laws to each director and to act in its practices in the group. board, to the best of its knowledge, were updated to be aligned with the to ensuring high and regulations, and cultivate a corporate interest. believes the group has satisfactorily Dutch Corporate Governance Code thriving organisational ethical culture in The board, its committees, and the applied the principles of King IV. For and are, therefore, also closely standards of the different geographies in which we The audit and risk committees of the boards and committees of subsidiaries a more detailed review of Naspers’s aligned to King IV. corporate operate. We also aim to maintain a high board monitor compliance with the are responsible for ensuring the application of King IV, refer to the standard of reporting and disclosure, JSE and applicable LSE listings appropriate principles and practices King IV application report 2020. Focus areas for the year included governance are keeping in mind the best interests of requirements and the Irish Stock of King IV are applied and embedded additional reporting to our board our stakeholders and disclosing what Exchange requirements applicable in in the governance practices of group All board and board committee committees and board on how we maintained around is relevant and important to the relation to the Prosus bonds listed on companies. charters and policies are aligned with implement good corporate the group.” sustainability of the group. that exchange. the South African Companies Act, governance in the group in light of A disciplined reporting structure 2008 (Companies Act) requirements King IV and the Dutch Corporate Introduction The board’s projects, audit, risk, ensures the board is fully apprised of and the principles in King IV and the Governance Code and improved Koos Bekker subsidiary activities, risks and Chair: Naspers Naspers has a primary listing on the human resources and remuneration, requirements of the JSE Listings corporate governance disclosures in JSE Limited (JSE) and a secondary nomination, and Naspers’s social, opportunities. All controlled entities in Requirements. King IV advocates a the integrated annual report. listing on the A2X exchange in South ethics and sustainability committees the group are required to subscribe to qualitative approach to implementing Governance of information and Africa. It is therefore subject to the fulfil key roles in ensuring good the principles of King IV. Business and recommended practices to realise the technology, particularly data privacy JSE Listings Requirements, guidelines corporate governance. Prosus reports governance structures have clear intended governance outcomes. and cybersecurity, remained focus in the King IV Report on Corporate to the Naspers social, ethics and approval frameworks. areas. We increased our focus on GovernanceTM(1) for South Africa, 2016 sustainability committee on social, In line with the King IV sustainability this year and will (King IV), as well as legislation for ethics and sustainability matters as The group has a governance committee recommendations we consider continue to do so. publicly listed companies in South these apply to Dutch law and the comprising the segment CEOs, chief proportionality when we apply Africa. Naspers has a secondary Dutch Corporate Governance Code. financial officers (CFOs) of Naspers, corporate governance in the group. Sustainability listing of its American Depository Prosus and Media24, as well as the This means we apply the practices We take our responsibility seriously Receipts (ADRs) on the London Stock The group uses independent external group company secretary, global needed to demonstrate the group’s and are fully committed to identifying Exchange (LSE). In addition, Prosus advisers to monitor regulatory sustainability partner, group general governance in terms of King IV as and focusing on our goals under our N.V. (Prosus), has bonds previously developments, locally and counsel, global compliance lead and appropriate across the group. board-approved group sustainability guaranteed by Naspers which are internationally, to enable management head of internal audit and risk support. plan. The group’s commitment to listed on the Irish Stock Exchange. to make recommendations to the The committee was tasked to ensure the As the companies in our group are sustainability, our framework and board on matters of corporate group’s governance structures and diverse and at different maturity progress made are dealt with in The governance structures of governance. framework are employed across the stages, a one-size-fits-all approach Focusing on sustainability on page 58. Naspers and Prosus substantially in-scope entities in the group during cannot be followed in implementing mirror each other. How we integrate governance into the financial year. Governance and governance practices. All good Read more on pages 58 to 74 our business progress are monitored by the audit governance principles apply to all Naspers and Prosus have an identical We recognise the value of an and risk committees, and reported to types and sizes of companies, but the To support the board in fulfilling its one-tier board structure comprising integrated approach to assurance and the board. practices implemented by different governance role, the risk committee executive and non-executive directors. compliance. The adopted governance, companies to achieve the principles and the Naspers social, ethics and The executive directors are risk and compliance framework is the The composition of committees of the may be different. Practices must be sustainability committee (which also responsible for the group’s day-to-day basis for how we manage governance. board is reviewed annually and, implemented as appropriate for each considers sustainability aspects management, which includes, among where required, amended. company, in line with the overarching pertaining to the Prosus group) report The governance framework illustrates good governance principles. on sustainability matters at each how we achieve a sustainable Details of the enterprisewide risk scheduled board meeting – refer to business integrated with governance, management framework (including the Naspers social, ethics and assurance, risk management and principal risks) appear on pages 51 sustainability committee report in the compliance, in line with legislated to 56. Furthermore, the board’s full governance report. requirements and King IV responsibility statement which relates (1) Institute of Directors in Southern Africa NPC recommendations, and reported to risk management appears on (IoDSA) owns all copyright and trademarks through the relevant structures. page 5. for King IV. 81 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Governance at a glance continued

We focus on policies and procedures Culture and business ethics COUNT OF REPORTS BY FINANCIAL YEAR The board recognises that creating that address key ethical risks, such as OpenLine operates globally value for both shareholders and conflicts of interest, accepting 2020 35 inappropriate gifts and unacceptable society in a responsible, efficient and 2019 33 sustainable way requires a healthy business conduct. business culture. Although we operate 2018 55 a wide range of businesses, we are The Naspers social, ethics and united behind a common purpose to sustainability committee is The OpenLine facility is independently address big societal needs and help responsible for overseeing and managed by Navex Global (a global improve the lives of half the world’s reporting on business ethics in the ethics and fraud hotline service provider). population over the next few years. group, taking into account specific disclosures and best practice as The internal audit and risk support We believe our culture is a key recommended by King IV. function oversees the effective strength of our business and we see operation of OpenLine and ensures the benefits of this in our employees’ Businesses in our group apply zero employees are sufficiently aware of its engagement, retention and tolerance to violations of the code. existence. This function also monitors productivity. Our corporate values are Appropriate action is taken, including that reports are dealt with and approved by the board and our disciplinary, criminal or civil independently investigated in line with subsidiaries adopt values aligned to procedures or improving the control the whistleblower policy. Where our expectations, tailored for their environment. Reports are provided appropriate, internal audit and/or business environment. to the Naspers social, ethics and external forensic consultants sustainability committee to investigate reported matters. Our values as an organisation are demonstrate this. Unethical behaviour reflected in our culture. These values, by senior employees is also reported Significant allegations and validated at the core of our strategy, and the to the human resources and cases of wrongdoing are reported to code of business ethics and conduct remuneration committee, along with the audit and risk committees. The are the guiding principles for all of the way the company’s disciplinary Naspers social, ethics and sustainability our actions as an organisation. code was applied. committee also receives regular reports on whistleblower activity and ethics Our culture reflects We are committed to conducting our performance around the group. At our heart, we are entrepreneurs. business on the basis of complying • We push for performance in with the law, with integrity and with This year there were 35 reports, everything we do – it’s good for the proper regard for ethical business compared to 33 the year before. practices. We expect all directors Encouraging whistleblowing group, our stakeholders and our Ethics officers Ethics officers’ responsibilities include: and employees to comply with these through OpenLine careers. We have 12 designated ethics • understanding and applying the Creating awareness and training principles and, in particular, to avoid Under the global whistleblower policy, • We do the right thing. officers in the group. They serve code of business ethics and During the year we created awareness conflicts of interest and not to engage employees are encouraged to report • We matter to the communities we as central points of contact for conduct, whistleblower policy, on the code and whistleblower policy in insider trading, illegal anti- suspected unethical behaviour and serve and, wherever we operate, advice on ethics-related queries, and upholding corporate values throughout the group. Training competitive activities, and bribery matters contrary to the code. we hold ourselves to high improprieties, allegations and • managing internal ‘speak-ups’ methods used by subsidiaries included and corruption. Employees enjoy protection when they standards. complaints. They report on and providing guidance elearning modules on the MyAcademy • We encourage diversity in our report such matters in good faith. The platform, face-to-face training, related matters to the ethics • assisting with awareness whistleblower facility (OpenLine) is a teams and in our thinking. officer (who is the central campaigns on the code and presentations and storyboarding for safe platform for employees to report disabled employees. contact for the group). Reports whistleblower policy misconduct in the workplace, with the The group’s code of business ethics are provided regularly to the • maintaining confidentiality on and conduct is available on option to have their identity protected The Naspers social, ethics and Naspers social, ethics and ethics-related matters, and or to remain completely anonymous. sustainability committee receives www.naspers.com. This code sustainability committee. • maintaining records and applies to all directors and All stakeholders can report unethical reports on business ethics reporting on ethics-related behaviour and wrongdoing management and monitoring – refer employees in the group. Ensuring that matters. group companies adopt appropriate anonymously and confidentially. to the Naspers social, ethics and processes and establish supporting sustainability committee report in The line operates globally, around the the full governance report. policies and procedures is an clock, with live answering. In addition, ongoing process. the facility offers the opportunity to report matters through a dedicated website, or through email or postal service. 82 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Governance at a glance continued

Future focus Legal compliance, anti-bribery and • implement training and awareness This year An emerging risk or trend that group OpenLine process flow Future focus areas include regular anti-corruption, and human rights programme focused on key The Naspers board and risk compliance has identified, and will engagement between the group’s Non-compliance with laws and compliance risk areas committee exercise oversight of continue to focus on, is the topic of ethics officers, to share experiences, regulations, including anti-bribery and • have a process setting out how to compliance risk management across human rights. To date, group Collect Manage identify ethics challenges and share anti-corruption and other similar laws, identify and respond to compliance the group. Group compliance is compliance has developed a best practice. This will establish a could expose the group to legal risks, incidents and issues (including responsible for monitoring the design, risk-based framework, with input from • Navex’s anonymous designated ethics officers’ community liability and negatively impact the escalation and notification process) implementation and effectiveness of various international guidelines, industry whistleblower Hotline and assist us in tailoring tools and group’s reputation, business, financial • monitor, review, and improve the local compliance programmes, by way best practices, and external advice. reports support. condition, as well as the communities legal compliance programme of legal compliance operational This framework addresses various • IARS system in which we operate. The group is on an ongoing basis, and reviews, quarterly reporting (including human rights considerations, including oversight We also plan to launch an ethics committed to conducting business in • submit compliance reporting compliance incidents/investigations but not limited to, supply chain, refresher campaign for our in-scope compliance with the law, with integrity as required (including details and escalations), and onsite employee rights, and end-user rights. • IARS independent subsidiaries. The campaign will and with proper regard for ethical of legal compliance incidents compliance reviews. Using this framework, we developed a monitoring and educate employees on ethics business practices, as described in the and investigations). human rights risk assessment which we Web appropriate learnings, based on principles from code of business ethics and conduct The results of these monitoring are using to analyse the potential risk in escalation of our code of business ethics and and the group legal compliance The company uses its influence to activities (including, but not limited to, the various subsidiaries. These outputs incident conduct. policies, including the anti-bribery and encourage its associates and observations, potential red flags, and will inform a future risk-based human • Investigating audit anti-corruption policy. From a investees (non-controlled entities) to opportunities for enhancement) rights compliance approach to the and/or external Stakeholder relationships governance perspective, it is expected adopt, at least, minimum governance support the board and risk committee extent necessary. forensic consultants Representatives of our businesses that we execute demonstrable and standards (for example, code of with their oversight role. In the current manage various external and internal effective compliance management. business ethics and conduct, financial year, group compliance In 2021 we will further develop our Email stakeholder relationships. Our anti-bribery and anti-corruption, monitoring activities extended to all plans, policies, risk management businesses manage their stakeholder In order to execute demonstrable and competition compliance, sanctions segments within the group. processes and KPIs, as appropriate, relationships using an inclusive effective compliance management, and export controls) as well as to for human rights and anti-bribery and approach that balances the needs, Naspers developed and comply with applicable laws and Through these monitoring activities, we anti-corruption. interests and expectations of material communicated a legal compliance regulations. A risk-based legal have noted that all subsidiaries have stakeholders with the best interests of framework that sets out minimum compliance programme (including made good progress in implementing Assurance on the effectiveness of and adapting the legal compliance compliance management is received Postal the businesses. standards that are required for anti-bribery and anti-corruption) has framework, as applicable to their through a combined assurance model. service Naspers’s subsidiaries (a company in been implemented as per this To support the board in fulfilling its which Naspers has control (whether framework in all subsidiaries. local/core business. This includes the governance role, the Naspers social, direct or indirect)). development and rollout of various There were no material or repeated ethics and sustainability committee If the group conducts business in or training and awareness initiatives. regulatory penalties, including General receives reports on stakeholder This framework requires that all expands operations to countries that Data Protection Regulation (GDPR), management across the group – refer subsidiaries: may present increased corruption risks In the future sanctions or fines for contraventions of, Navex’s anonymous whistleblower to the Naspers social, ethics and (ie countries with potentially weak In the future, group compliance will or non-compliance with, statutory reports incident management sustainability committee report in the • have a legal compliance legal institutions or a lack of continue to raise compliance obligations. There were no inspections system and the internal audit and full governance report. programme which is ‘fit for purpose’ transparency) and where the group’s awareness across the group. by environmental regulators that risk support (IARS) system monitor and risk-based, including a clearly businesses may interact with Improvements to the legal compliance resulted in findings of non-compliance. and escalate incidents as An overview of our stakeholders and defined legal compliance structure government entities/officials, we framework will be made based on appropriate and oversee stakeholder engagement appears on • appoint a legal compliance officer expect that subsidiaries should, at a emerging risks, feedback from To support the board to fulfil its investigations by internal audit pages 22 to 24. • identify and monitor applicable laws, minimum, have processes in place to monitoring activities, and a continued governance role, the Naspers risk and/or external forensic regulations, and key compliance cover the following risk areas, as part focus on third-party risks. It is expected committee receives reports on legal consultants. Read more on page 22 risks on an ongoing basis of their anti-bribery and anti-corruption that the businesses develop key compliance – refer to the risk • have clear policies and procedures compliance programmes: performance indicators (KPIs) for their committee report in the full based on group minimum localised legal compliance governance report. standards (code of business • gifts, hospitality, travel, and programmes (specifically relating to ethics and conduct, and legal entertainment anti-bribery and anti-corruption). compliance, anti-bribery and • conflicts of interest anti-corruption, competition • charities/charitable donations, compliance, sanctions and export political contributions, and controls policies) and supplemented sponsoring activities with business specific or local • contact with government officials requirements (focused on the risks • third party vetting and due pertaining to the relevant business) diligence, and • accurate books and record keeping. 83 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

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Information and Business continuity is included in the In the future Internal control systems Internal audit Amongst other aspects, IARS is technology governance group’s risk register, which is reviewed Planned focus areas for I&T Our system of internal controls in all An internal audit and risk support responsible for providing a statement Information and technology (I&T) and discussed by the risk committee governance include developing and material subsidiaries and joint ventures (IARS) function is in place for the group annually on the effectiveness of the governance is integrated in the twice a year, and annually by the deploying data-driven technologies under Naspers’s control aims to that aims to provide world-class group’s governance, risk management operations of the Naspers businesses. board. Business resilience is the key (such as machine learning), accounting prevent or detect risks materialising support, including assurance, insights, and control processes to the board of Management of each subsidiary or objective of our cybersecurity policy. for cybersecurity and data privacy and to mitigate any adverse solutions and ideas to help directors and, to the audit committee business unit is responsible for The capability of businesses to respond by design. consequences. The system provides management protect and enhance specifically, of the results of its review ensuring effective processes on I&T to disruption is in-scope for internal reasonable assurance on achieving value. The head of internal audit and of financial controls. In its periodic governance are in place. audit, bearing in mind the perspective For data acquisition and data company objectives. This includes the risk support reports to the chair of the reports to the audit committee IARS of our customers and end users. processing undertaken in the context integrity and reliability of the financial audit committee, with administrative represents that the function continues The risk committee assists the board in of our central machine learning team’s statements; safeguarding and reporting to the financial director. to meet the commonly accepted overseeing I&T-related matters. I&T Operational boundaries to dealing with services to group companies, we have maintaining accountability of its assets; standards for professional practice as governance is a standing point on its I&T are subject to the group’s code of established internal guidelines and and to detect fraud, potential liability, Our core competency lies in our defined in the IPPF standards and that agenda, and I&T objectives have been business ethics and conduct, and legal contractual measures to ensure loss and material misstatements while risk-based IT and business process it has remained independent from included in its charter. The committee compliance policy. Our risk management compliance with applicable laws and complying with regulations. The assurance work, the foundation of our management. considers the risk register, as well as practices ensure that relevant risks on the integrating best practice. Ethical use of directors representing Naspers on department. We provide management reports on I&T from internal audit and ethical and responsible use of I&T are machine learning and artificial boards of entities where the company with assurance on their risk Non-audit services risk support, and our legal compliance identified and assessed. The Naspers intelligence is a rapidly developing does not have a controlling interest, management efforts, while realising The group’s policy on non-audit function. social, ethics and sustainability committee field. We intend to enhance our seek assurance that significant risks where they are in terms of growth and services provides guidelines on oversees this area. guidelines in this area over time, are managed, and systems of internal maturity. In addition to the traditional dealing with audit, audit-related, tax The group’s subsidiaries are required based on our learnings and as best control are effective. assurance work, we provide risk and other non-audit services that may to act in line with the company’s good We run a privacy programme to practice develops. support through an evolving portfolio be provided by the independent governance guidelines, which detail ensure that personal data is stored Management, with assistance from of innovative consulting services and auditor to group entities. It also sets I&T governance-related matters. and processed ethically and in internal audit, regularly reviews risks we are steadily moving beyond out services that may not be Subsidiaries of each major entity are compliance with applicable privacy and the design and operating projects into ad hoc and continuous performed by the independent auditor. required to submit an annual formal laws, such as the GDPR in Europe. effectiveness of internal controls support for businesses. This includes written report on the extent to which Internal audit provides assurance to seeking opportunities for improvement. the development of risk communities, The audit committee preapproves they have implemented the principles, management, the audit committee Cybersecurity and data privacy The external auditor considers in which risk specialists from all our audit and non-audit services to ensure and chief executives and chief and the board on the effectiveness of The focusing on cybersecurity elements of the internal controls businesses and associates can share these do not impair the auditor’s financial officers sign off on this. I&T governance. The detail of controls section on page 62 articulates our system and communicates deficiencies ideas and lessons learned. In FY20, independence and comply with to manage identified risks and reduce when identified. we continued to rapidly grow our legislation. Under our guiding Any notable exceptions are commitment to ensuring strong vulnerability forms the basis of internal cybersecurity. Refer to the inhouse teams based in Dubai, principles, the auditor’s independence summarised and reported to the audit’s assurance plans. The board reviewed the effectiveness Amsterdam, Cape Town and Hong will be deemed impaired if the auditor risk committee. ensuring data privacy and protection section on pages 60 of controls on key risks for the year Kong. With the energetic and highly provides a service where they: To support the board in fulfilling its ended 31 March 2020. This assurance motivated talent on board, we can We continuously look at how we can and 61 for our commitment, governance role, the risk committee was obtained principally through a serve our global companies with • function in the role of management better integrate people, technologies and approach and progress made. receives reports on I&T management process of management self- quicker and more relevant results. of the company, or processes. During our annual business- – refer to the risk committee report in Read more on pages 60 to 62 assessment, including formal • audit their own work, or planning process, our businesses the full governance report. confirmation via representation Intermittently (at least once every five • serve in an advocacy role for consider their platform requirements. The letters by executive management. years), the group’s internal audit the company. platform strategy starts from the business Consideration was also given to other function (IARS) submits itself to an strategy and is translated into technical input, including reports from internal external quality review by a qualified and process requirements. audit, compliance and the risk independent assessor to assess its management process. Where conformance with the International necessary, programmes for corrective Professional Practice Framework (IPPF) actions have been initiated and of the Institute of Internal Auditors. Such progress is being monitored. a review was concluded most recently in March 2020, resulting in the While we work towards continuous assessment rating “Generally improvement of our processes and Conforms” to the commonly accepted procedures regarding internal controls, standards for professional practice as systems and financial reporting, no defined in the IPPF. This is the highest major failings have occurred to the rating achievable for such an knowledge of the directors during the assessment. review period. 84 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

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Company secretary Investor relations Analyst reports In FY21, Naspers shall hold an annual The company secretary, Gillian Naspers’s investor relations policy can To enhance the quantity and quality of general meeting. The external auditors Kisbey-Green, and David Tudor, group be found on www.naspers.com. It research, Naspers maintains working are welcomed to the annual general general counsel (and legal describes the principles and practices relationships with stockbrokers, meeting and are entitled to address compliance officer), are responsible applied in interacting with investment banks and credit-rating the meeting. As questions asked at the for guiding the board in discharging its shareholders and investors. Naspers is agencies – irrespective of their views Naspers annual general meeting tend regulatory responsibilities. committed to providing timely and or recommendations on the group. to focus on business-related matters, transparent information on corporate Naspers may review an analyst’s governance and the remit of our Directors have unlimited access to the strategies and financial data to the report or earnings model for factual board committees, the chair, chief advice and services of the company investing public. In addition, we accuracy of information in the public executive and the chief financial officer secretary whose functions and consider the demand for transparency domain but, in line with regulations and the chairs of our board responsibilities include: and accountability on our non-financial and group policy, we do not provide committees shall attend the Naspers (or sustainability) performance. We guidance or forecasts. annual general meeting. • Playing a pivotal role in the recognise that this performance is company’s corporate governance based on the group’s risk profile and The board encourages shareholders The annual general meeting for and ensuring that, in line with strategy, which includes non-financial to attend the annual general meeting, Naspers will be held virtually in pertinent laws, the proceedings and risks and opportunities. notice of which appears in this accordance with the notice of the affairs of the board, the company integrated annual report, where annual general meeting contained in and, where appropriate, shareholders The company manages shareholders have the opportunity to the integrated annual report. are properly administered. communications with its key financial put questions to the board, • Acting as the company’s compliance audiences, including institutional management and chairs of the various Required majorities officer as defined in the Companies shareholders and financial (debt and committees. Resolutions are usually adopted at Act, and is the delegated information equity) analysts, through a dedicated Naspers general meetings by an officer. investor relations unit. Presentations The company’s website provides the absolute majority of votes cast, unless • Monitoring directors’ dealings in and conference calls take place after latest and historical financial and other there are other requirements under the securities and ensuring adherence to publishing interim and full year results. information, including financial reports. applicable laws or Naspers’s closed periods. memorandum of incorporation. • Attending all board and committee A broad range of public Annual general meeting meetings. communication channels (including Naspers held its 105th annual general Right to hold and transfer shares stock exchange news services, meeting in August 2019, prior to the Naspers’s constitutional documents The performance and independence corporate website, press agencies, listing of Prosus. At the Naspers annual place no limitations on the right to of the company secretary is evaluated news wires and news distribution general meeting, the chair gave his hold or transfer Naspers and/or annually. service providers) are used to thoughts on governance aspects of Prosus ordinary listed shares. disseminate news releases. These the preceding year and the chief There are no limitations on the right As required by JSE Listings channels are supplemented by direct executive gave a detailed review of to hold or exercise voting rights on Requirement 3.84(h), the board has communication via email, conference the performance of the Naspers group the ordinary listed shares of Naspers’s determined that the company calls, group presentations and over the past year. Shareholders are imposed South African law. secretary, a chartered accountant (SA) one-on-one meetings. Our policy is not encouraged to attend the relevant with over 30 years’ company to provide forward-looking information. meeting and to ask questions at or in More information on the Naspers secretarial experience, has the Naspers also complies with legislation advance of the meeting. Indeed, the control structure can be found on requisite competence, knowledge and and stock exchange rules on question-and-answer session forms an page 134. experience to carry out the duties of a forward-looking statements. important part of each meeting. secretary of a public company and has an arm’s length relationship with Closed periods the board. The board is satisfied that Naspers would typically be in a closed arrangements for providing corporate period on the day after the end of a governance services are effective. reporting period (30 September or 31 March) until releasing results. General investor interaction during this time is limited to discussions on strategy and/or historical, publicly available information. 85 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

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The board BOARD COMPOSITION Composition As set out in the board diversity policy, Long-term value creation (NUMBER OF DIRECTORS)(i),(ii) Details of directors at 31 March 2020 the board recognises the importance and strategy are set out on pages 76 and 77. of gender diversity and aims to The board ensures that a culture of achieve 30% female (and male) business ethics and conduct aimed at Naspers has a unitary board, which representation. Over the past three long-term value creation is promoted provides oversight and control. The years all new appointments of to underpin the group’s activities as a board charter sets out the division of directors have been women. responsible corporate citizen. This responsibilities. The majority of board Subsequent to the year-end, at the includes adopting values and a code members are non-executive directors time of writing this report, one third of business ethics and conduct, and independent of management. of the non-executive directors are leading by example, and monitoring To ensure that no one individual has women. This demonstrates the board’s implementation to make the required Chair 1 unfettered powers of decisionmaking ongoing commitment to transformation disclosures on incorporation, Executive 2 and authority, the roles of chair and in line with its board diversity policy. compliance and effectiveness. In this chief executive are separate. regard the board is responsible for Independent non-executive 9 The group recognises and embraces group performance by steering and Non-executive 4 At 31 March 2020 the board the benefits of having a diverse board, providing strategic direction to the comprised nine independent and sees diversity at board level as an company, taking responsibility for the non-executive directors, five essential element in maintaining a adoption of a view on long-term value GENDER DIVERSITY non-executive directors and two competitive advantage. A diverse creation and aligned strategy and (NUMBER OF DIRECTORS)(ii) executive directors, as defined under board will include and make good use plans (such strategies and plans to 4 the JSE Listings Requirements and of differences in the skills, 2020 originate in the first instance from 12 King IV. Four directors (25%) are from geographical and industry experience, management). The board must previously disadvantaged groups and background, race, gender and other 3 approve the annual business plan and 2019 four directors (25%) are female. These distinctions between members of the budget compiled by management, for 13 figures are above the average for board. These differences will be JSE-listed companies. considered in determining the implementation by management, 3 2018 optimum composition of the board taking cognisance of sustainability 14 aspects in long-term planning. The board diversity policy addresses and when possible will be balanced Female Male the JSE Listings Requirements for all appropriately. All board appointments For more information on the group’s listed companies to have a policy on are made on merit, in the context strategic approach please refer to (i) The director is an independent non-executive how they address gender and race of the skills, experience, diversity, page 25. director for the purposes of King IV. We will diversity at board level. independence and knowledge, apply the test for a non-executive director’s independence set out in King IV. that the board as a whole requires Read more on page 25 (ii) Excludes Fred Phaswana who retired on The board is satisfied that its to be effective. 31 March 2020. composition reflects the appropriate mix of knowledge, skills, experience, The nomination committee reviews diversity and independence. and assesses board composition on behalf of the board and recommends the appointment of new directors. This committee also oversees the conduct of the annual review of board effectiveness. 86 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

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Role and function of the board ―― Oversee that assessments of the ―― Govern risk in a way that supports • Ensuring that the group remunerates • Reviewing annually the charters of the The board serves as the focal point negative impacts of the group’s the group in setting and achieving fairly, responsibly and transparently committees of the board. and custodian of corporate activities in the total environment in its strategic objectives through so as to promote the achievement of • Annually evaluating performance and governance and has adopted a which the group operates are a structured, appropriate and strategic objectives and positive effectiveness of the company charter setting out its responsibilities conducted and addressed effective enterprisewide risk outcomes. secretary (delegated to the human as follows: responsibly. The board must be management and internal control • Adopting a stakeholder-inclusive resources and remuneration, and alert to the general viability of the systems, which allow the board to approach in the execution of its nomination committees). • Determining what business we are organisation with regard to its set tolerance levels from time to governance role, that balances the • Delegation of certain responsibilities building, what we offer users and reliance on the resources it uses or time and annually assess the risk needs, interests and expectations of to board committees assists the key objectives. affects, its solvency and liquidity, management and internal control material stakeholders in the best board with effective discharge of the • Ensuring and monitoring that a culture and its status as a going concern. system. interests of the organisation over time. board’s duties. The board remains of business ethics and conduct aimed ―― Consider and, if appropriate, ―― Ensure that assurance services and This includes: ultimately responsible for such at long-term value creation is declare the payment of dividends functions enable an effective control ―― Identifying material stakeholders delegated responsibilities, other than promoted to underpin the group’s to shareholders. environment, and that these support and monitoring management’s specific statutory responsibilities, such activities as a responsible corporate ―― Evaluate the viability of the the integrity of information for process of engagement with those as those of the audit and social, citizen. company and the group as a going internal decisionmaking and of stakeholders. ethics and sustainability committees concern, such evaluation to be the company’s external reports. ―― Determining the company’s as set out in the South African The board acknowledges that the properly recorded. ―― Ensure that there is effective communication policy. Companies Act. These committees group’s core purpose, its risks and ―― Determine the selection and risk-based internal audit, which ―― Proactively engaging with report to shareholders at the annual opportunities, strategy, business orientation of directors. allows it to report on the shareholders and ensuring general meeting regarding how they model, performance and sustainable ―― Appoint the chief executive officer, effectiveness of the company’s shareholders are treated equitably. have discharged their duties in terms development are all inseparable who reports to the board, as well system of internal controls in its ―― Ensuring dispute resolution of the South African Companies Act. elements of the value-creation as the financial director, and ensure integrated report. mechanisms and processes are process. In this regard the board that succession is planned. ――Engage the external auditor based adopted and implemented as part is responsible for the following: ―― Establish board committees, on the recommendation of the of the overall management of including appointing its members, audit committee. stakeholder relationships. • Group performance by steering and as and when appropriate, with ――Define levels of delegation in • Overseeing the preparation of and providing strategic direction to the clear terms of reference and respect of specific matters, with approving the company’s financial company, taking responsibility for the responsibilities to promote appropriate authority delegated to statements (for adoption by adoption of a view on long-term independent judgement and assist board committees and management. shareholders), interim, provisional and value creation and aligned strategy with balance of power and effective • Monitoring the whistleblower process, integrated reports (as reviewed by and plans (such strategies and plans discharge of its duties. including appropriate and the audit committee), and ensuring to originate in the first instance from ―― Appoint the chairs of the board and independent investigations, and the integrity and fair presentation management). The board must its committees. adequate follow-up of recommended thereof. The board should ensure approve the annual business plan ―― Ensure the evaluation of remedial actions. The board is integrity and quality of external and budget compiled by performance and effectiveness of assisted by the risk, audit and the reports and set the direction for how management, for implementation directors, the chair, the board as a social, ethics and sustainability assurance of these should be by management, taking cognisance whole and its committees to committees, with regular feedback approached and addressed where of sustainability aspects in long-term support continued improvement in provided by the committees to the appropriate. External reports should planning. their performance and board. In addition, executive board enable stakeholders to make • Ongoing oversight of the effectiveness, including succession members should inform the chair of informed assessments of the group’s implementation of the strategy and planning, and make the required the board without delay of any signs performance and its prospects. business plan by management annual disclosures in terms of of actual or suspected material • Reviewing and assessing annually the against agreed performance King IV, as applicable. misconduct or irregularities in the charters of the group’s significant measures and targets. As part of its company or the group. subsidiary companies’ boards, and oversight of performance, the board • Governing compliance with reviewing their annual assessment of should: applicable laws and adopted, rules, compliance with their charters to ―― Retain full and effective control over codes and standards in a way that establish if the board can rely on the the company and monitor supports the group being ethical and work of the subsidiary companies’ management with regard to the a good corporate citizen. boards. implementation of the approved • Governing technology and annual budget and business plan, information in a way that supports as amended from time to time. the group setting and achieving its strategic objectives. 87 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

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The chair • Ensuring that board members are The chief executive Directors Board committees The chair, Koos Bekker, is a non- properly informed about issues The chief executive reports to the Directors fulfil their governance duties While the whole board remains executive director. Hendrik du Toit was arising from board meetings and that board and is responsible for the individually and collectively taking into accountable for the performance and appointed to act as lead director in all relevant information is submitted to day-to-day business of the group and account: affairs of the company, it delegates matters where there may be an actual the board. implementing policies and strategies certain functions to committees and or perceived conflict subsequent to • Acting as facilitator at board approved by the board. Chief • the role of the board as set out in the management to assist in discharging Fred Phaswana’s resignation on meetings to ensure a sound flow of executives of the various businesses charter its duties. Appropriate structures for 31 March 2020. opinions. The chair ensures that assist him in this task. Board authority • applicable laws, regulations and those delegations are in place, adequate time is scheduled for conferred on management is good governance guidelines, and accompanied by monitoring and The responsibilities of the chair include: discussions, and that they lead to delegated through the chief executive, • their duties as directors, including reporting systems. logical and acceptable conclusions. against approved authority levels. The fiduciary duties and duty of care • Providing overall leadership to the • Monitoring how the board works board is satisfied that the delegation and skill. Each committee acts within agreed, board without limiting the principle of of authority framework contributes to written terms of reference. The chair together and how individual directors Directors have unlimited access to the collective responsibility for board role clarity and the effective exercise of each committee reports at each perform and interact at meetings. The advice and services of the company decisions, while at the same time of authority and responsibilities. Bob scheduled board meeting. chair meets with directors annually to secretary. being aware of individual duties of evaluate their performance. van Dijk is the appointed chief board members. The chairs of the audit, risk, social, • Chairing the general meetings and executive. He has no other Independent advice • Ensuring a balanced composition ensuring general meetings proceed professional commitments outside the ethics and sustainability, human and proper functioning of the board Individual directors may, after resources and remuneration, and in an orderly and efficient manner group, except for his appointment to consulting with the chair or chief and its committees. and ensuring the proper conduct of the board of Booking.com. Succession nomination committees are • Ensuring a culture of openness and executive, seek independent independent non-executive directors business at meetings to promote planning for the chief executive is professional advice, at the expense of accountability within the board. a meaningful discussion at the considered annually. and are required to attend annual • In conjunction with the chief executive the company, on any matter general meetings to answer questions. meetings. connected with discharging their officer, representing the board in The functions and responsibilities of • Ensuring that the directors discuss the responsibilities as directors. respect of communication with reports provided by the committees the chief executive include: shareholders, other stakeholders and, to the board. Board meetings and attendance • Developing the company’s strategy indirectly, the general public. • With the assistance of the company The board meets at least five times per for consideration, determination • Assisted by the board, its committees secretary, ensuring all directors follow year, or more as required. The projects and approval by the board. and the boards and committees of their induction and training committee attends to matters that • Developing and recommending to the company’s subsidiary companies, programmes. cannot wait for the next scheduled the board yearly business plans ensuring the integrity and • Pre-clearing all dealings in Naspers meeting. The board held 13 meetings and budgets that support the effectiveness of the governance shares and/or shares by directors of in the past financial year. Non-executive company’s long-term strategy. process. the companies and their major directors meet at least once annually • Monitoring and reporting to the • Maintaining regular dialogue with the subsidiaries. without the chief executive, financial board about the performance of group’s chief executive officer on director and chair present, to discuss the company. operational matters and consulting the performance of these individuals. on an ongoing basis with other board • Establishing an organisational members on any matter of concern to structure for the company, which is The company secretary acts as him/her, including managing conflicts necessary to enable execution of its secretary to the board and its of interests. strategic planning. committees and attends all meetings. • In consultation with the group’s chief • Recommending/appointing the executive officer and company executive team and ensuring secretary, ensuring appropriate proper succession planning and content and order of the agendas of performance appraisals take place. board meetings and ensuring that • Ensuring that the company complies members of the board receive with relevant laws, corporate documentation promptly. governance principles, business ethics and appropriate best practice and, if not, that the failure to do so is justifiably explained. 88 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

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The established board committees in responsibility for the strategic human Committees’ composition and number of meetings attended operation during the financial year are resources issues of the group, Naspers as follows and the names of the particularly focusing on the Human social, ethics members who were in office during appointment, remuneration and resources and and the financial year and the details of succession of the most senior Projects Audit remuneration Nomination Risk sustainability the committee meetings attended by executives. The committee comprises Directors Board committee committee committee committee committee committee Category each of the members are shown in the a minimum of three non-executive J P Bekker 13* 7* 6 3 Non-executive table on page 88. directors. It is chaired by Craig Enenstein. B van Dijk 13 7 4 3 Executive Read more on page 88 The report of the human resources V Sgourdos 13 7 5 3 Executive Projects committee and remuneration committee is in the full governance report. The projects committee acts on behalf E M Choi 12 5 5 Independent non-executive of the board in managing urgent Risk committee issues when the board is not in The purpose of the risk committee is to H J du Toit(1) 11 3 Independent non-executive session, subject to statutory limits and assist the board to discharge its the board’s limitations on delegation. It responsibilities regarding the C L Enenstein 12 6* 3 Independent non-executive comprises two non-executive directors, governance of risk through formal D G Eriksson 12 5* 5* 3* Independent non-executive one independent non-executive processes, including an enterprise- director plus two executive directors. It wide risk management process and M Girotra(2) 6 2(4) Independent non-executive is chaired by Koos Bekker. system. The committee comprises a minimum of three independent R C C Jafta(3) 13 5 3* 5 3 Independent non-executive Nomination committee non-executive directors, as well as the The nomination committee assists the chief executive and financial director. It F L N Letele 10 2 Non-executive board to determine, and regularly is chaired by Don Eriksson. review, the size, structure, composition D Meyer 13 3 Independent non-executive and effectiveness of the board and its The report of the risk committee is in the committees, in the context of the full governance report. R Oliveira de Lima 13 6 3 Independent non-executive company’s strategy. Naspers social, ethics and S J Z Pacak 10 7 5 Non-executive The committee comprises a minimum sustainability committee of three non-executive directors, the The primary objective of the social, T M F Phaswana(6) 13 7 6 3 Independent non-executive majority of whom are independent. It ethics and sustainability committee is (5) is chaired by Rachel Jafta. to assist the board in ensuring the M R Sorour 13 Non-executive company meets its statutory The report of the nomination committee obligations in terms of section 72 and J D T Stofberg 12 3 Non-executive is in the full governance report. regulation 43 of the Companies Act. B J van der Ross(7) 12 5 5 Independent non-executive Audit committee The committee is responsible for The audit committee seeks to support overseeing and reporting on M I Davidson 3 Executive the board in assessing the integrity of organisational ethics, responsible the group’s financial reporting, and by corporate citizenship, sustainable Total meetings held 13 7 5 6 3 5 3 providing constructive challenge and development and stakeholder oversight of the group’s activities and relationships in relation to the group, of its audit functions. It comprises only taking into account specific disclosures (1) Appointed as lead independent director on 1 April 2020. (2) Appointed as non-executive director on 1 October 2019. independent non-executive directors and best practice as recommended (3) Appointed as a projects committee member on 1 April 2020. and is chaired by Don Eriksson. by King IV. (4) Appointed as a committee member on 1 October 2019. (5) Appointed as a member of the projects committee on 24 April 2020. The report of the audit committee is in The committee comprises two (6) Retired with effect from 1 April 2020. (7) the full governance report. independent non-executive directors, Resigned from the audit and risk committees and appointed as a member of the social, ethics and sustainability committee on 24 April 2020. Human resources and remuneration two non-executive directors, the chief committee executive and the chief executive of The main objective of the human Media24. It is chaired by Don Eriksson. resources and remuneration The report of the social, ethics and committee is to fulfil the board’s sustainability committee is in the full governance report. 89 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

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Evaluation The formal annual evaluation process The company will continue with The nomination committee carries out showed that the board and its directors’ development and training to Board the evaluation process, which is not committees had functioned well and build on expertise and develop an externally facilitated. Until 2018, the discharged their duties as per the understanding of the businesses and evaluation board performed an annual formal mandates in their charters. The board main markets in which the group process inhouse self-assessment of its own is satisfied that the evaluation process operates. During the year board effectiveness, as well as that of its is improving its performance and training and development initiatives committees, individual members and effectiveness. The results of the board included artificial intelligence and Performance Performance its chair. From 2019, this formal process evaluation indicated that board machine learning, blockchain and in general: of each was changed to every second year in members, collectively and individually, bitcoin, development of regulation in director: line with King IV’s recommendations. effectively discharged their relation to technology/internet, global Subsequent to the listing of Prosus, it governance role. There were no developments and development in was agreed that the evaluations will remedial actions identified. certain markets such as India and Considered as part Performance of take place on an annual basis. China. of the review of the each director is Furthermore, the independence of composition of the evaluated by the board and its other board Performance in general has previously each director was evaluated. The Conflicts of interest committees members, using been, and shall continue to be, board determined that although some Potential conflicts are appropriately an evaluation considered every year as part of the directors had served as members for managed to ensure candidate and questionnaire review of the composition of the board nine years or longer, they all existing directors have no conflicting and its committees. The performance demonstrated they were independent interests between their obligations to of the board and its committees, as in character and judgement and there the company and their personal well as the chair of the board, against were no relationships or circumstances interests. All directors are required to Committees perform their respective mandates in terms of that were likely to affect or could declare personal interests on an self-evaluations against their the board charter and the charters of appear to affect their independence. annual basis. Declaration of directors’ charters for Chair discusses its committees, is appraised. The interests is a standing agenda point consideration the results with Induction and development on the board’s agenda. Directors who each director committees perform self-evaluations by the board against their charters for consideration An induction programme is held for believe there may be a conflict of by the board. new members of the board and key interest on a matter are to advise the committees, tailored to the needs of company secretary and are recused As part of the 2020 annual formal individual appointees. This involves from the decisionmaking process, and inhouse self-assessment, the industry and company-specific the Companies Act process is applied performance of each director was orientation, such as meetings with accordingly. Directors must also Consolidated evaluated by the other board senior management to facilitate an summary of the adhere to a policy on trading in evaluation is members, using an evaluation understanding of operations. Board securities of the company. reported to and questionnaire. The chair of the board members are exposed to the main discussed by the discussed the results with each markets in which the group operates Discharge of responsibilities board, including any actions director and agreed on any training as well as relevant evolving trends in The board is satisfied that the required needs or areas requiring attention technology and business models. committees properly discharged their by that director. Where a director’s The company secretary assists the responsibilities over the past year. performance is not considered chair with the induction and orientation satisfactory, the board will not of directors, and arranges specific Furthermore, the board complies, to recommend his/her re-election. training if required. the best of its knowledge, with the A consolidated summary of the Companies Act and its memorandum evaluation was reported to and of incorporation and monitors such discussed by the board, including compliance on an ongoing basis. any actions required. The lead independent director leads the The full governance report can be discussion on the performance of the found on www.naspers.com. chair, with reference to the results of the evaluation questionnaire, and provides feedback to the chair. 90 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Remuneration at a glance Our context Our approach to fair and responsible pay

How we add value The Naspers approach to remuneration We pursue growth by building leading companies that empower We believe in pay for performance: we are comfortable with bigger people and enrich We partner with communities entrepreneurs rewards for those that make the highest contribution Read more on page 18 of the integrated annual report ld ecosyste Bui m We create sustainable We build businesses leadership positions with broad potential Remuneration must be aligned with shareholder outcomes

Remuneration must incentivise the achievement of strategic, operational and financial objectives, in both the short and longer term O p t e s e ra T Underpinned by te our active capital allocation and strategy We are consistent: our reward package elements are broadly the same, We ensure that we regardless of seniority* optimise our portfolio for growth and We focus on high- We address big competitiveness growth markets societal needs Our reward systems must help us attract and retain the best talent around the world in a fair and responsible way

Financial summary * Some employees do not receive longer-term incentives.

The onset of a global pandemic from the spread of Our remuneration systems are: In US$’m FY20 FY19 % change Covid-19 has had a marked impact on the daily lives of global citizens and the economy at large. While the 22 136 18 990 17 Revenue impact is likely to persist for some time, we are confident Responsible Fair Trading profit (1) 3 725 3 304 13 of our ability to weather the storm and, as such, the • Independent: with oversight, top-down via board • Rational: easy to explain group’s focus during this time is on leveraging its financial • Managed: all employee pay decisions are properly overseen strength and flexibility to continue building a business that • Equitable: free from Dividend per N ordinary share discrimination 20 (SA cents) (FY20 reflects grows strongly, generates high rates of return and • Considered: judgement is applied; we shy away from formulaic appraisals dividend proposed) 580 715 19 provides employment for thousands of employees over that could lead to unacceptable outcomes • Relevant: linked to personal the long term. and company performance (1) Reported on an economic-interest basis. All financial figures • Sustainable: remuneration designed with sustainability in mind are from continuing operations. Read more on pages 7 and 8 of the integrated annual report. 91 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Remuneration at a glance continued

The FY20 outcomes Executive director remuneration for the year ended 31 March 2020

Total remuneration for executive directors for the year ended 31 March 2020 Guaranteed Executive director remuneration for the year ended 31 March 2020 (FY20) Fixed Proportion of fixed pay In US$'000 remuneration Variable remuneration Total fixed and Pension Other benefits (4) Base salary/total cost to remuneration( 5) variable (1) (2)(3) remuneration company (TCTC), including benefits Executive director Base salary STI LTI (pension, medical, life cover) Bob van Dijk, CEO

LTI: Fair value on grant date of awards made during FY20 (6) 1 362 1 180 13 284 89 62 15 977 9%/91%

Basil Sgourdos, CFO

LTI: Fair value on grant date of awards made during FY20 (6) 950 1 207 6 888 90 30 9 165 10%/90% Short-term incentives (STIs) Executive director remuneration for the year ended 31 March 2020 (FY20) Annual performance- Fixed Proportion of In EUR'000 remuneration Variable remuneration Total fixed and Pension Other benefits (4) related incentives remuneration( 5) variable Executive director Base salary (1) STI (2)(3) LTI remuneration

Bob van Dijk, CEO

LTI: Fair value on grant date of awards made during FY20(6) 1 235 1 070 11 919 81 57 14 362 9%/91%

Longer-term Basil Sgourdos, CFO

incentives (LTIs) LTI: Fair value on grant date of awards made during FY20(6) 861 1 094 6 180 81 27 8 243 10%/90% Performance share units (PSUs) (1) The CFO's compensation was historically structured on the basis of total cost to company (TCTC), which included base salary plus benefits. Effective FY21 this structure is aligned to that of the CEO, and/or share appreciation rights (SARs) without impacting the total target cash position. (2) Actual payout over FY20 performance; achievement of STI goals are shown on pages 5, 15 and 25 of the remuneration report and on pages 6, 9 and 13 in the integrated annual report. and/or share options (SOs) (3) Includes for CFO an additional variable bonus over FY20 capped at 25% of TCTC relating to obtaining new general funding. (4) Medical insurance, life and disability insurance. (5) Executive directors are executive directors of both Naspers and Prosus. The costs of their remuneration as executive directors of these entities are split 10/90 between Naspers and Prosus. (6) Represents the fair value on grant date in accordance with IFRS 2 of awards made during FY20. The actual value accruing to the executive will depend on the real value created over the time of the award. The figure disclosed in the 2019 remuneration report was estimated and therefore differs slightly from the figure reported in this table. The potential gain of awards vested during FY20 is shown on page 17 of the remuneration report.

Total remuneration 92 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Remuneration at a glance continued

Short-term incentive BOB VAN DIJK Maximum STI opportunity: 100% base salary (STI) over FY20 Achieved Not achieved Group financial goals Weighting % Description Actuals Outcome Actual payout FY20 goals and achievements Revenue 10.0 Achieve revenue target (on an economic-interest basis and excluding M&A) US$22 292 €123 467 STI is based on financial, strategic, operational and sustainability performance targets that are Core headline earnings (including Tencent) 15.0 Achieve core headline earnings at target, including Tencent US$2 863 €185 201 tailored for each role. Core headline earnings (excluding Tencent) 15.0 Achieve core headline earnings at target, excluding Tencent (US$1 311) €185 201 The minimum STI payout was 0% of salary/TCTC. The Free cash flow 10.0 Achieve free cash outflow at target (US$383) €123 467 target and maximum STI opportunity are the same. 50.0 €617 336 All STI awards are paid out in cash. Strategic, operational and ESG goals Weighting % Description Outcome Actual payout Classifieds 10.0 Deliver organic topline growth and organic trading profit growth at target * €61 734 Deliver on targets related to revenue, order volume, organic revenue growth and manage incremental YoY spent 10.0 €82 353 Food Delivery on total food delivery ** Payments and Fintech 5.0 Deliver organic revenue growth target and organic trading loss improvement €0 B2C 2.5 Deliver organic revenue growth target and organic trading loss improvement €30 867 Corporate structure 10.0 Implement board-approved plan for Prosus listing €123 467 Business sustainability: Diversity and inclusion 5.0 Increase focus on diversity and inclusion throughout the group, measured through employee engagement survey €61 734

Business sustainability: Machine learning 7.5 Scale up the amount of AI talent through hiring and upskilling €92 600 and artificial intelligence 50.0 €452 755 * The following target for Classifieds was achieved: organic trading profit growth. ** The following targets for Food Delivery were achieved: organic revenue growth and manage incremental YoY spent on total food delivery.

BASIL SGOURDOS Maximum STI opportunity: 100% of TCTC*

Group financial goals Weighting % Description Actuals Outcome Actual payout Core headline earnings (including Tencent) 12.5 Achieve core headline earnings at target, including Tencent US$2 863 US$ 133 662 Core headline earnings (excluding Tencent) 12.5 Achieve core headline earnings at target, excluding Tencent (US$1 311) US$ 133 662 Free cash flow 25.0 Achieve free cash outflow at target (US$383) US$ 267 323 50.0 US$ 534 647 Strategic, operational and ESG goals Weighting % Description Outcome Actual payout Structure 25.0 Implement board-approved plan for Prosus listing US$ 267 323 Taxation 10.0 Prudent and optimal tax management structure US$ 106 929 Investor relations 5.0 Design and implementation of IR strategy US$ 53 465 Group finance 2.5 Driving efficiency through the group finance organisation and operating rhythms US$ 26 732 Governance, internal audit and risk management 2.5 Ensure that effective systems of internal control are operated throughout the group's controlled entities US$ 26 732 Business sustainability: Team and talent 5.0 Develop finance team and ensure high employee engagement through diversity and inclusion US$ 53 465 50.0 Funding 25.0 A variable bonus capped at 25% of total cost to the company, related to obtaining new general funding ** US$ 137 500 US$ 672 147 * Plus maximum 25% bonus linked to general funding. ** Achieved 12.86% of the variable bonus capped at 25% of total cost to the company by obtaining new general funding. 93 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Remuneration at a glance continued

The balance of CEO/CFO LTI is focused towards consumer internet business Compensation is mostly ‘at risk’ Dilutive impact of group LTI schemes The estimated fair value (1) of Bob van Dijk’s and Basil Sgourdos’s longer-term and longer term Since 1 April 2018, the group purchases Naspers shares incentives was balanced approximately as follows: Below we show the relative weightings on the JSE for the purpose of issuing new Naspers SOs to of each type of compensation: annual employees and settling gains made on all share-based Balance of the FY20 LTI grant Balance of all unvested LTI, including fixed pay, STI and LTI for each executive incentive schemes. The group’s share-based incentive the FY20 LTI grant as at 31 March 2020. schemes are set out in equity compensation benefits in the notes to the annual financial statements on BOB VAN DIJK BOB VAN DIJK BOB VAN DIJK www.naspers.com. (EUR) In accordance with schedule 14 of the JSE Listings Requirements and the South African Companies Act, shareholders authorised the board at the annual general meeting in August 2011 that up to 40 588 541 N ordinary shares (approximately 10% of the then issued N ordinary share capital) may be issued for purposes of the group’s various share-based incentive schemes. From August 2011 to 31 March 2018 approximately 4% of issued N ordinary share capital has been used for the share-based incentive schemes. Since then, Naspers N shares have been purchased on market to settle the group’s share-based incentive scheme requirements and this is intended to % % % continue. However, to address shareholder concerns Naspers PSUs 45 Naspers PSUs 17 Annual fixed pay 9 about potential dilution in future should the group return Naspers SOs 10 Naspers SOs 41 Annual STI (target) 9 to issuing new Naspers N shares for purposes of its share-based incentive schemes, and notwithstanding the Ecommerce SARs 45 Ecommerce SARs 42 Annual LTI at fair value 82 shareholder approval currently in place, the board has Total 100 Total 100 determined that no more than a further 21 775 553 new N ordinary shares (approximately 5% of the current N ordinary share capital post the share repurchase BASIL SGOURDOS BASIL SGOURDOS BASIL SGOURDOS programme executed in the 2020 financial year) (US$) may be used from the date of the 2020 AGM for purposes of the share-based incentive schemes without first returning to shareholders for approval.

% % % Naspers PSUs 45 Naspers PSUs 22 Annual fixed pay 12 Naspers SOs 10 Naspers SOs 28 Annual STI (target) 14 Ecommerce SARs 45 Ecommerce SARs 50 Annual LTI at fair value 74 Total 100 Total 100

(1) Represents the fair value of LTI awards on grant date in accordance with IFRS 2. 94 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Remuneration at a glance continued

Looking forward to FY21 FY21 remuneration in US$ In US$'000 Fixed remuneration Variable remuneration

Due to the ongoing uncertainty created by the (4) (5) (6) Covid-19 pandemic, there will be no performance- Pension Other benefits Total remuneration related salary increase for the executive directors Executive director Base salary (1) STI (2) LTI (3) for FY21, as we do not think it is appropriate to increase the cost base at this point in time. The Bob van Dijk, CEO 1 362 100% 13 500 89 54 16 367 pay review for all other employees has been postponed until further notice. Basil Sgourdos, CFO 1 143 100% 8 000 90 26 10 402 The effect of the Covid-19 pandemic on the Naspers group is not clear at this time. This creates significant uncertainty, which may mean that we need to adjust the objectives for the STI plan as such effect becomes FY21 remuneration in EUR clearer during the course of FY21. In addition, the committee may determine that it is not appropriate for In EUR'000 Fixed remuneration Variable remuneration the full (or any) bonus to be paid for FY21. Pension (4) Other benefits (5) Total remuneration (6)

Given the longer-term focus of the company, and (1) (2) (3) the prudent approach on pay and bonus, it will Executive director Base salary STI LTI still be appropriate to issue LTI awards in the coming year, though the grant date will be Bob van Dijk, CEO 1 235 100% 12 238 81 49 14 838 postponed until August or early September, in line with the LTI awards to the broader employee Basil Sgourdos, CFO 1 036 100% 7 252 81 24 9 429 population this year.

From FY21 onwards, the CFO will also be paid on (1) The executive directors did not receive an increase in base salary in this financial year. It is also noted that, from FY21 onwards, the compensation structure of the CFO changed from TCTC to base salary, without impacting the a base salary basis. He was historically paid on a total target cash position. The maximum bonus is capped at 100% instead of 125%. total-cost-to-company basis (TCTC), which is more (2) This is the at-target and also maximum STI as a percentage to base salary. STI goals are shown on page 8 of the remuneration report and on pages 6, 9 and 13 in the integrated annual report. (3) Represents the estimated fair value of the LTI awards on grant date in accordance with IFRS 2, of grants that are intended to be made in FY21. The actual value accruing to the executive will depend on the real value created typical for South African companies. This change over the time of the award. The figure is based on indicative values and may therefore differ from the final fair value granted. now brings his compensation structure in line with (4) The net employer pension contributions for Bob van Dijk will remain stable at 6.5% of base salary. The life insurance costs will drop for both executives as a result to a change to a new provider. (5) Medical insurance, life and disability insurance. international norms and with that of the CEO, The (6) overall total cash opportunity for the CFO has not Executive directors are executive directors of both Naspers and Prosus. Their remuneration as executive directors of these entities are currently split 10/90 between Naspers and Prosus. changed due to this restructure, as is shown on page 24 of the remuneration report. 95 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Remuneration at a glance continued

FY21 STI goals

BOB VAN DIJK The effect of the Covid-19 pandemic on the Naspers group is not clear at this time. This creates significant Target and maximum STI opportunity: 100% base salary uncertainty, which may mean that we need to adjust the objectives for the STI plan as such effect becomes Group financial goals Weighting % Description Maximum payout clearer during the course of FY21. In addition, the Revenue 10.0 Achieve revenue target (on an economic-interest basis and excluding M&A) €123 467 committee may determine that it is not appropriate Core headline earnings (including Tencent) 15.0 Achieve core headline earnings at target, including Tencent €185 201 for the full (or any) bonus to be paid for FY21. Core headline earnings (excluding Tencent) 15.0 Achieve core headline earnings at target, excluding Tencent €185 201 Free cash flow 10.0 Achieve free cash outflow at target €123 467 50.0 €617 336

Strategic, operational and ESG goals Weighting % Description Maximum payout Classifieds 12.5 Deliver organic topline growth and organic trading profit growth at target €154 334 Food Delivery 15 Deliver on targets related to organic revenue growth and organic trading profit improvement €185 201 Payments and Fintech 7.5 Deliver organic revenue growth target and organic trading loss improvement €92 600 Sustainability: Machine learning and artificial intelligence 5 Continue to build our AI capabilities by increasing the number of machine learning modules in production €61 734 Sustainability: Diversity and inclusion 5 Increase focus on diversity and inclusion throughout the group, measured through employee engagement survey €61 734 Documented approach across the group to address privacy and security at the design phase for new products and services, 5 €61 734 Sustainability: Data privacy and security consistent with the group's policies on data-privacy governance and cybersecurity 50.0 €617 336

BASIL SGOURDOS Target and maximum STI opportunity: 100% of base salary

Group financial goals Weighting % Description Maximum payout Core headline earnings (including Tencent) 12.5 Achieve core headline earnings at target, including Tencent US$142 898 Core headline earnings (excluding Tencent) 12.5 Achieve core headline earnings at target, excluding Tencent US$142 898 Free cash flow 25.0 Achieve free cash outflow at target US$285 796 50 US$571 591

Strategic, operational and ESG goals Weighting % Description Maximum payout Continue to engage with shareholders and taking into account their feedback, develop proposals to address the holding 15 US$171 477 Holding company discount company discount Taxation 12.5 Effective taxation strategy and policy to address changes in global tax frameworks US$142 898 Investor relations 5.0 Increase focus on ESG, deliver effective communication and improve shareholder targeting US$57 159 Group finance 10 Deliver more effective processes that improve our financial capabilities. Deliver group auditing rotation process US$114 318 Governance, internal audit and risk management 2.5 Ensure that effective systems of internal control are operated throughout the group's controlled entities US$28 580 Sustainability: People and talent management 5.0 Progress on diversity and inclusion initiatives and develop a structured finance learning strategy US$57 159 50.0 US$571 591 96 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Remuneration at a glance continued

FY21 LTI awards Figure 3 LTI Objectives SOs PSUs SARs We have set out information below on the longer-term incentives to be made during the 2021 financial year: Linked to • Share price partially • Reward management • Reward management for the outcomes they for the outcomes they Naspers performance Naspers Global Ecommerce share Naspers N share outcomes influenced by events directly control directly control share units (PSUs) appreciation rights (SARs) options (SOs) management beyond management controls control

Fair value (US$) (1) Fair value (US$)(1) Fair value (US$)(1) Focused on • Market cap • Valuation driven by • Valuation (third party) longer-term represents longer-term projections driven by longer-term value longer-term value • Vest at end of projections Bob van Dijk 8 100 000 4 387 500 1 012 500 creation • Vest over four years three years • Vest over four years

Aligned with • Management 100% • Performance • Incentivise value Basil Sgourdos 4 800 000 2 600 000 600 000 shareholder aligned with condition incentivises creation in underlying interests shareholders creating value in internet business • Incentivise underlying internet • Performance of (1) Represents the estimated fair value of the LTI awards on grant date in accordance with IFRS 2 of grants intended to be made in FY21. The actual value accruing to the executive will depend on the management to business, closing internet business only real value created over the time of the award. The figure is based on indicative values and may therefore differ from the final fair value granted. The number of PSUs, SARs and SOs awarded will be reduce the discount discount to NAV one factor influencing based on the value at the time of grant. to NAV • Performance share price condition is relative to industry peers

Executive remuneration is heavily weighted towards Figure 1 Figure 2 longer-term performance, delivered in PSUs, SARs, or SOs, The balance of CEO/CFO FY21 LTI grant is focused towards consumer Balance of all unvested LTI, including the FY21 LTI grant and with every award subject to individual performance. internet business The committee has continued to award PSUs to senior executives in FY21, having introduced the programme in BOB VAN DIJK BASIL SGOURDOS BOB VAN DIJK BASIL SGOURDOS FY20. PSUs constituted approximately 45% of the LTI award made to the executive directors in FY20 and this will be approximately 60% for FY21. Figures 1 and 2 show what the approximate balance of the unvested LTIs for the executive directors, post this FY21 allocation, will be. Because no one LTI vehicle can perfectly meet all our criteria, we employ a blend of LTI programmes, as shown in the table below. PSUs, SOs and SARs create a truly balanced mix of LTIs with value-based performance hurdles, in line with shareholder value creation, as shown in figure 3. % % % % Please refer to the A-Z section on pages 37 to 40 of the remuneration report for further detail on our LTI policies. Naspers PSUs 60 Naspers PSUs 60 Naspers PSUs 29 Naspers PSUs 36 Naspers SOs 7.5 Naspers SOs 7.5 Naspers SOs 32 Naspers SOs 20 Ecommerce SARs 32.5 Ecommerce SARs 32.5 Ecommerce SARs 39 Ecommerce SARs 44 Total 100 Total 100 Total 100 Total 100

Represents the fair value of LTI awards on grant date in accordance with IFRS 2.The figure is based on indicative values and may therefore differ from the final fair value granted. 97 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Financial statements

Contents 98 Statement of responsibility by the board of directors 99 Independent auditor’s report 100 Summarised consolidated annual financial statements 98 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Summarised consolidated annual financial statements Statement of responsibility by the board of directors for the year ended 31 March 2020

Contents Page The summarised consolidated annual financial statements of the group are the responsibility of the directors of Naspers Limited. In discharging this responsibility they rely on the management of the group to prepare the Statement of responsibility by the board of directors 98 consolidated annual financial statements, separately available on www.naspers.com, in accordance with Independent auditor’s report on the summary consolidated financial statements 99 International Financial Reporting Standards (IFRS) and the Companies Act No 71 of 2008. The summarised consolidated annual financial statements include amounts based on judgements and estimates made by Summarised consolidated income statement 100 management. The information given is comprehensive and presented in a responsible manner.

Summarised consolidated statement of comprehensive income 100 The directors accept responsibility for the preparation, integrity and fair presentation of the summarised consolidated Summarised consolidated statement of financial position 101 annual financial statements and are satisfied that the systems and internal financial controls implemented by management are effective. Summarised consolidated statement of changes in equity 102 Summarised consolidated statement of cash flows 103 The directors believe that the company and group have adequate resources to continue operations as a going concern in the foreseeable future, based on forecasts and available cash resources. The summarised consolidated Notes to the summarised consolidated financial statements 104 to 120 annual financial statements support the viability of the company and the group. The preparation of the summarised consolidated annual financial statements was supervised by the financial director, Basil Sgourdos CA(SA).

The independent auditing firm PricewaterhouseCoopers Inc., which was given unrestricted access to all financial records and related data, including minutes of all meetings of shareholders, the board of directors and committees of the board, has audited the consolidated annual financial statements from which the summarised consolidated annual financial statements were derived. The directors believe that representations made to the independent auditor during audit were valid and appropriate. PricewaterhouseCoopers Inc.’s audit report is presented on page 99.

The summarised consolidated annual financial statements were approved by the board of directors on 29 June 2020 and are signed on its behalf by

Koos Bekker Bob van Dijk Chair Chief executive

29 June 2020 99 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Independent auditor’s report on the summary consolidated financial statements

Directors’ Responsibility for the Summarised Consolidated Financial Statements The directors are responsible for the preparation of the summarised consolidated financial statements in accordance with the JSE’s requirements for summary financial statements, set out in note 2 to the summarised consolidated financial statements, and the requirements of the Companies Act of South Africa as applicable to summary financial statements. To the Shareholders of Naspers Limited Auditor’s Responsibility Opinion Our responsibility is to express an opinion on whether the summarised consolidated financial statements are The summarised consolidated financial statements of Naspers Limited, set out on pages 100 to 117 of the Integrated consistent, in all material respects, with the audited consolidated financial statements based on our procedures, Annual Report, which comprise the summarised consolidated statement of financial position as at 31 March 2020, which were conducted in accordance with International Standard on Auditing (ISA) 810 (Revised), Engagements to the summarised consolidated income statement, and summarised consolidated statements of comprehensive Report on Summary Financial Statements. income, changes in equity and cash flows for the year then ended, and related notes to the summarised consolidated financial statements, are derived from the audited consolidated financial statements of Naspers Limited for the year ended 31 March 2020.

In our opinion, the accompanying summarised consolidated financial statements are consistent, in all material PricewaterhouseCoopers Inc. respects, with the audited consolidated financial statements, in accordance with the JSE Limited’s (JSE) requirements Director: Vicky Myburgh for summary financial statements, as set out in note 2 to the summarised consolidated financial statements, and the Registered Auditor requirements of the Companies Act of South Africa as applicable to summary financial statements. Johannesburg Summarised Consolidated Financial Statements 29 June 2020 The summarised consolidated financial statements do not contain all the disclosures required by International Financial Reporting Standards and the requirements of the Companies Act of South Africa as applicable to annual financial statements. Reading the summarised consolidated financial statements and the auditor’s report thereon, therefore, is not a substitute for reading the audited consolidated financial statements and the auditor’s report thereon.

The Audited Consolidated Financial Statements and Our Report Thereon We expressed an unmodified audit opinion on the audited consolidated financial statements in our report dated 29 June 2020. That report also includes communication of key audit matters. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period.

PricewaterhouseCoopers Inc., 4 Lisbon Lane, Waterfall City, Jukskei View, 2090 Private Bag X36, Sunninghill, 2157, South Africa T: +27 (0) 11 797 4000, F: +27 (0) 11 209 5800, www.pwc.co.za

Chief Executive Officer: L S Machaba The Company’s principal place of business is at 4 Lisbon Lane, Waterfall City, Jukskei View, where a list of directors’ names is available for inspection. Reg. no. 1998/012055/21, VAT reg.no. 4950174682. 100 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Summarised consolidated income statement Summarised consolidated statement of comprehensive income for the year ended 31 March for the year ended 31 March

2020 2019 2020 2019 Notes US$’m US$’m US$’m US$’m Continuing operations Profit for the year 3 404 6 921 Revenue from contracts with customers 7 4 001 3 291 Total other comprehensive loss, net of tax, for the year(1) (1 372) (455) Cost of providing services and sale of goods (2 692) (2 104) Translation of foreign operations (1 321) (1 529) Selling, general and administration expenses (1 960) (1 716) Net fair-value (losses)/gains (292) 11 Other gains/(losses) – net 9 (69) (38) Operating loss (720) (567) Cash flow hedges – 169 Interest income 8 245 284 Share of other comprehensive income and reserves of 241 918 Interest expense 8 (229) (205) equity-accounted investments Other finance income/(costs) – net 8 129 130 Tax on other comprehensive income – (24) Share of equity-accounted results 3 932 3 410 Total comprehensive income for the year 2 032 6 466 Impairment of equity-accounted investments (21) (88) Attributable to: Dilution losses on equity-accounted investments (52) (182) Equity holders of the group 2 013 6 452 Net gain on acquisitions and disposals 9 351 1 609 Profit before taxation 9 3 635 4 391 Non-controlling interests 19 14 Taxation (231) (229) 2 032 6 466

Profit from continuing operations 3 404 4 162 (1) All components of other comprehensive income may subsequently be reclassified to profit or loss except for fair-value loss of US$291.8m Profit from discontinued operations 5 – 2 759 (2019: gains of US$10.8m) relating to the group’s financial assets at fair value through other comprehensive income and fair-value gains of US$78.7m (2019: US$752.4m) from equity-accounted investments’ financial assets at fair value through other comprehensive income and other Profit for the year 3 404 6 921 direct reserve movements. Attributable to: Equity holders of the group 3 137 6 901 Non-controlling interests 267 20 3 404 6 921 Per share information related to continuing operations(1) Earnings per ordinary share (US cents) 718 965 Diluted earnings per ordinary share (US cents) 699 950 Headline earnings for the year (US$’m) 6 2 206 3 719 Headline earnings per ordinary share (US cents) 505 851 Diluted headline earnings per ordinary share (US cents) 487 837 Core headline earnings for the year (US$’m) 6 2 863 3 000 Core headline earnings per ordinary share (US cents) 656 687 Diluted core headline earnings per ordinary share (US cents) 637 673 Net number of ordinary shares issued (’000)(1) — weighted average for the year 436 756 436 977 — diluted weighted average 438 481 438 835

(1) Weighted average number of shares for the year ended 31 March 2019, have been adjusted to include those shares issued for no consideration from the start of the earliest period presented ie 1 April 2018, to permit comparability in accordance with IAS 33 Earnings Per Share. Per share data has accordingly been recalculated for all periods presented. Refer to note 1 for additional information. 101 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Summarised consolidated statement of financial position as at 31 March

2020 2019 2020 2019 Notes US$’m US$’m Notes US$’m US$’m ASSETS EQUITY AND LIABILITIES Non-current assets 26 807 23 133 Capital and reserves attributable to the group’s equity holders 21 750 27 999 Property, plant and equipment 457 191 Share capital and premium 3 362 4 945 Goodwill 10 2 237 2 120 Other reserves (8 508) (739) Other intangible assets 898 877 Retained earnings 26 896 23 793 Investments in associates 22 235 19 746 Non-controlling interests 8 178 132 Investments in joint ventures 74 96 Total equity 29 928 28 131 Other investments and loans 818 74 Non-current liabilities 4 184 3 973 Other receivables 13 7 Capitalised lease liabilities 231 5 Derivative financial instruments 55 1 Liabilities – interest-bearing 3 508 3 237 Deferred taxation 20 21 – non-interest-bearing 20 3 Current assets 9 512 10 552 Other non-current liabilities 205 544 Inventory 260 209 Post-employment medical liability 17 21 Trade receivables 139 172 Derivative financial instruments 2 33 Other receivables and loans 542 518 Deferred taxation 201 130 Derivative financial instruments – 4 Current liabilities 2 207 1 581 Short-term investments 4 060 7 298 Current portion of long-term debt 67 23 Cash and cash equivalents 4 303 2 284 Trade payables 322 287 9 304 10 485 Accrued expenses and other current liabilities 1 722 1 258 Assets classified as held for sale 12 208 67 Derivative financial instruments 38 3 Total assets 36 319 33 685 Bank overdrafts 32 8 2 181 1 579 Liabilities classified as held for sale 12 26 2 Total equity and liabilities 36 319 33 685 102 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Summarised consolidated statement of changes in equity for the year ended 31 March

Share Foreign Existing control capital currency business Share-based and translation Hedging Valuation combination compensation Retained Shareholders’ Non-controlling premium reserve reserve reserve reserve reserve earnings funds interest Total US$’m US$’m US$’m US$’m US$’m US$’m US$’m US$’m US$’m US$’m Balance at 1 April 2018 4 965 (761) (106) 841 (1 847) 1 460 20 971 25 523 169 25 692 Total comprehensive income for the year – (1 329) 130 355 – 395 6 901 6 452 14 6 466 Profit for the year – – – – – – 6 901 6 901 20 6 921 Total other comprehensive income for the year – (1 329) 130 355 – 395 – (449) (6) (455) Treasury share movements (20) – – – – – – (20) – (20) Share-based compensation movement(1) – – – – – 30 – 30 3 33 Transactions with non-controlling shareholders(2)(3) – – – – 930 – (890) 40 64 104 Foreign exchange movement on equity reserves – (4) – 3 – – (1) (2) (2) (4) Direct retained earnings and other movements(4) – 24 (24) (439) (210) (187) 836 – – – Dividends – – – – – – (196) (196) (116) (312) Distribution in specie(5) – – – – – – (3 828) (3 828) – (3 828) Balance at 31 March 2019 4 945 (2 070) – 760 (1 127) 1 698 23 793 27 999 132 28 131 Balance at 1 April 2019 4 965 (2 070) – 760 (1 127) 1 698 23 793 27 999 132 28 131 Total comprehensive income for the year – (1 116) – (437) – 429 3 137 2 013 19 2 032 Profit for the year – – – – – – 3 137 3 137 267 3 404 Total other comprehensive income for the year – (1 116) – (437) – 429 – (1 124) (248) (1 372) Share capital movements(6) (1 547) 208 – – – – – (1 339) – (1 339) Treasury share movements (36) – – – – – – (36) – (36) Share-based compensation movement(1) – – – – – 12 (63) (51) (2) (53) Transactions with non-controlling shareholders(3) – – – – (166) 1 (9) (174) 233 59 Other movements(7) – – – – 8 – (37) (29) – (29) Recognition of Prosus non-controlling interest – – – – (6 399) (53) 37 (6 415) 7 798 1 383 Direct retained earnings movements(4) – 4 – (42) (7) (211) 256 – – – Dividends – – – – – – (218) (218) (2) (220) Balance at 31 March 2020 3 362 (2 974) – 281 (7 691) 1 876 26 896 21 750 8 178 29 928

(1) Retained earnings include a decrease of US$62.6m (2019: US$nil) related to the settlement of share-based compensation benefits. The share-based compensation reserve includes the current-year expense recognised in the income statement of US$118.6m (2019: US$98.0m). (2) Relates to the derecognition of non-controlling interest of US$79.8m related to the MultiChoice Group which was distributed to shareholders in February 2019 through a listing on the JSE Limited stock exchange. (3) Relates mainly to the put option liabilities raised from the existing control business combination reserve of US$137.5m. The group’s various disposals and other transactions with non-controlling interest resulted in the realisation of retained earnings of US$8.9m and non- controlling interest of US$228.5m. In the prior year the settlement of put option liabilities and transactions with non-controlling interest amounted to US$924.9m. (4) Relates to the realisation of the fair-value reserve recognised through other comprehensive income of US$42.1m (2019: US$439.4m), the recycling of share-based compensation reserve of US$210.5m (2019: US$186.6m) on the vesting of the share options and existing business combination reserve of US$7.1m (2019: US$209.9m). (5) Relates to the MultiChoice Group which was distributed to shareholders in February 2019. (6) During the current year Naspers effected a share repurchase programme. (7) Relates mainly to the realisation of reserves as a result of various disposals and liquidations in retained earnings of US$37.4m and in existing control business combination reserve of US$8.4m. 103 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Summarised consolidated statement of cash flows for the year ended 31 March

2020 2019 2020 2019 Notes US$’m US$’m Notes US$’m US$’m Cash flows from operating activities Net cash generated from/(utilised in) financing activities 6 (2 043) Cash from operations (394) 322 Net movement in cash and cash equivalents 2 126 (8 959) Interest income received 261 244 Foreign exchange translation adjustments on cash and cash (112) (132) equivalents Dividends received from investments and equity-accounted 387 344 investments Cash and cash equivalents at the beginning of the year 2 276 11 368 Interest costs paid (235) (252) Cash and cash equivalents classified as held for sale 12 (19) (1) Taxation paid (215) (248) Cash and cash equivalents at the end of the year 4 271 2 276

Net cash (utilised in)/generated from operating activities (196) 410 (1) Relates to short-term cash investments with maturities of more than three months from date of acquisition. (2) Proceeds from sale of subsidiary shares net of transaction costs. Cash flows from investing activities (3) Relates to transactions with non-controlling interests. The prior year includes the settlement of the group’s put option liabilities. Cash flow information related to FY19 includes cash flows associated with discontinued operations. Refer to note 5. Acquisitions and disposals of tangible and intangible assets (109) (152) Acquisitions of subsidiaries, associates and joint ventures 13 (867) (1 402) Disposals of subsidiaries, businesses, associates and joint ventures 13 109 1 460 Acquisition of short-term investments(1) (3 868) (8 591) Maturity of short-term investments(1) 7 022 1 361 Cash movement in other investments and loans 29 (2) Net cash generated from/(utilised in) investing activities 2 316 (7 326) Cash flows from financing activities Proceeds from sale of subsidiary shares(2) 14 1 568 – Payments for the repurchase of shares 15 (1 426) – Proceeds from long- and short-term loans raised 1 300 62 Repayments of long- and short-term loans 15 (1 047) (51) Outflow from equity-settled share-based compensation transactions (195) (119) Additional investment in existing subsidiaries(3) (68) (1 610) Dividends paid by the holding company and its subsidiaries (211) (317) Repayments of capitalised lease liabilities (34) (59) Funding received from non-controlling shareholders 127 70 Other movements resulting from financing activities (8) (19) 104 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the summarised consolidated financial statements for the year ended 31 March

1. GENERAL INFORMATION New accounting pronouncements Naspers Limited (Naspers or the group) is a global consumer internet group and one of the largest technology The group has adopted all new and amended accounting pronouncements that are relevant to its operations and investors in the world. Operating and investing in countries and markets across the world with long-term growth that are effective for financial years commencing 1 April 2019. The impact of adopting new accounting potential, Naspers builds leading companies that empower people and enrich communities. The group operates pronouncements is outlined below and includes, significantly, the first-time application of IFRS 16 Leases (IFRS 16) and partners a number of leading internet businesses across the Americas, Africa, the Middle East, Central and with effect from 1 April 2019. A number of other pronouncements were also effective from 1 April 2019 but did not Eastern Europe, and Asia in sectors including online classifieds, food delivery, payments and fintech, travel, have a significant effect on the group’s summarised consolidated financial statements. education, health, etail and social and internet platforms. IFRS 16 Leases On 11 September 2019 Naspers listed its international ecommerce and internet assets on Euronext Amsterdam. This IFRS 16 replaces IAS 17 Leases (IAS 17) and IFRIC 4 Determining Whether an Arrangement Contains a Lease (IFRIC 4) listing has created a new global consumer internet group Prosus N.V. (formerly Myriad International Holdings N.V.) and outlines the principles for the recognition, measurement, presentation and disclosure of leases. In terms of (Prosus), comprising Naspers’s internet interests outside South Africa and includes investments in online classifieds, IFRS 16, the group now recognises all leases (with limited exceptions) as right-of-use assets and obligations to make food delivery, payments and fintech, etail, travel, education and social and internet platforms, among others. lease payments (lease obligations) in the statement of financial position whereas previously lease payments relating Prosus N.V. has a secondary, inward listing on the Johannesburg Stock Exchange (JSE) in South Africa. Pursuant to to arrangements classified as operating leases in terms of IAS 17 were expensed on a straight-line basis in the this transaction, the group issued 6 011 074 N ordinary shares to those shareholders who elected not to receive income statement. Prosus N.V. shares upon listing. 56 065 A ordinary shares were also issued to existing A ordinary shareholders. These shares were issued for no consideration. Refer to note 14 for details of the listing of Prosus N.V. In accordance with IFRS 16, lease payments are allocated between lease obligations and finance costs. The corresponding lease obligations, net of finance costs, are included in long-term liabilities or current portion of 2. BASIS OF PRESENTATION AND ACCOUNTING POLICIES long-term debt. The interest element of lease payments is charged to the income statement over the relevant The summarised consolidated financial statements for the year ended 31 March 2020 have been prepared in lease term. Right-of-use assets are depreciated over the shorter of the relevant right-of-use asset’s estimated accordance with the JSE Listings Requirements, relevant to summarised financial statements (abridged reports) and useful life and the lease term, on a straight-line basis. the provisions of the Companies Act No 71 of 2008. The JSE Listings Requirements require abridged reports to be prepared in accordance with the framework concepts, the measurement and recognition requirements of The group has applied IFRS 16 on a prospective basis with effect from 1 April 2019 and has therefore not restated International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting the comparative information contained in these summarised consolidated financial statements. On transition to IFRS 16, Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council, and to lease liabilities were measured at the present value of remaining lease payments discounted at the incremental also, as a minimum, contain the information required by IAS 34 Interim Financial Reporting. borrowing rate as at 1 April 2019. The right-of-use assets recognised on 1 April 2019 were measured at an amount equal to the lease liability adjusted by any prepaid or accrued lease payments and onerous contracts. There was no The summarised consolidated financial statements do not include all the disclosures required for complete annual adjustment to the group’s opening balance to retained earnings on 1 April 2019. financial statements prepared in accordance with IFRS as issued by the International Accounting Standards Board (IASB). The accounting policies used in preparing the consolidated annual financial statements, from which the The group has applied the following practical expedients: summarised consolidated financial statements were derived, are consistent with those applied in the previous consolidated annual financial statements, except as set out in the new accounting pronouncements below. • The group did not reassess whether contracts contained leases and accordingly the previous classifications applied to these contracts in terms of IAS 17 and IFRIC 4 were retained (ie the accounting for contracts not Operating segments previously identified as leases was sustained). The group’s reportable segments reflect the components of the group that are regularly reviewed by the chief operating • Operating leases of which the underlying assets were of low value were not recognised as right-of-use assets and decisionmaker as defined on note 41, Segment information, in the consolidated financial statements. The group obligations to make lease payments in the statement of financial position – the existing accounting for these leases proportionately consolidates its share of the results of its associates and joint ventures in its reportable segments. was sustained (ie lease payments continue to be expensed on a straight-line basis for these leases). • Where appropriate, the group applied a single incremental borrowing rate to a portfolio of leases and onerous Going concern contract provisions with reasonably similar characteristics. The summarised consolidated financial statements are prepared on the going concern basis. Based on forecasts • The group relied on its existing onerous lease contract assessments as an alternative to performing impairment and available cash resources, the group has adequate resources to continue operations as a going concern in the reviews on right-of-use assets as at 1 April 2019 and recognised all existing provisions for onerous leases as foreseeable future. As at 31 March 2020, the group recorded US$8.33bn in net cash, comprising US$4.30bn of cash adjustments to the relevant right-of-use assets as at 1 April 2019. and cash equivalents and US$4.06bn in short-term cash investments. The group had US$3.52bn of interest-bearing • Operating leases under which the lease terms end within 12 months (short-term leases) of 1 April 2019 are debt (excluding capitalised lease liabilities) and an undrawn US$2.5bn revolving credit facility. accounted for as short-term leases (ie lease payments continue to be expensed on a straight-line basis for these leases). In assessing going concern, the impact of the Covid-19 pandemic on the group’s operations and liquidity was • The group excluded any initial direct costs from the measurement of right-of-use assets as at 1 April 2019. considered in preparing the forecasts. The board is of the opinion that the group has sufficient financial flexibility • The carrying amounts of leased assets and lease obligations relating to leases that were classified as finance given its low gearing and very strong liquidity position at 31 March 2020 to negate the expected negative effects leases in terms of IAS 17 were treated as the carrying amounts of the right-of-use assets and lease obligations that could result from the Covid-19 impact on the group’s businesses in the year subsequent to the date of these for purposes of IFRS 16 immediately before the date of transition (ie as at 31 March 2019). financial statements. • The group applied hindsight in determining the lease terms for contracts that contain extension and termination options. 105 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the summarised consolidated financial statements continued for the year ended 31 March

2. BASIS OF PRESENTATION AND ACCOUNTING POLICIES continued 3. INDEPENDENT AUDIT New accounting pronouncements continued The summarised consolidated financial statements have been audited by the company’s auditor, On transition to IFRS 16, the group recognised right-of-use assets of US$241.5m and lease obligations of US$242.2m. PricewaterhouseCoopers Inc. (PwC). The individual auditor assigned to perform the audit is Vicky Myburgh. PwC’s The difference related primarily to pre-existing onerous lease provisions and prepaid or accrued lease payments unqualified audit reports on the consolidated annual financial statements and the summarised consolidated financial that were adjusted to the carrying value of the relevant underlying right-of-use assets. Apart from leases of assets of statements for the year ended 31 March 2020 are available for inspection at the registered office of the company. low value and short-term leases, lease obligations and right-of-use assets have been measured by discounting lease The auditor’s report does not necessarily cover all the information contained in the summarised consolidated financial payments (including those arising under extension options where relevant) using the relevant lease’s incremental statements. Shareholders are therefore advised that, in order to obtain a full understanding of the nature of the auditor’s borrowing rate as at 1 April 2019. The weighted average lessee’s incremental borrowing rate was 4.8%. work, they should obtain a copy of that report, together with the consolidated annual financial statements from the registered office of the company. These documents will be available from the company’s registered office from 29 June The group presents right-of-use assets in “Property, plant and equipment” and capitalised lease liabilities in the 2020. The consolidated annual financial statements will be available on www.naspers.com on or about 29 June 2020. statement of financial position. Interest on lease liabilities is included in “Interest expense” in the income statement and included in the “Cash flows from operating activities” in the statement of cash flows.

The group’s leasing arrangements relate primarily to office buildings, warehouse space, equipment and motor vehicles. Lease agreements are generally entered into for fixed periods of between two and 10 years, depending on the nature of the underlying asset being leased. Leasing arrangements may contain extension and/or termination options that are exercisable by the group. In determining the lease term for arrangements that contain extension and/or termination options the group considers all facts and circumstances that may create an economic incentive to exercise an extension and/or not exercise a termination option. The leases do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

In the consolidated annual financial statements for the year ended 31 March 2019, the group disclosed the operating lease commitments in terms of IAS 17 on an undiscounted basis. The impact on transition to IFRS 16 provides a reconciliation of the lease commitments disclosed under IAS 17 as at 31 March 2019 to the lease liability recognised on a discounted basis using the weighted average incremental borrowing rate as at 1 April 2019. The impact on the financial statements on transition to IFRS 16 is detailed below.

Lease liabilities recognised 1 April 2019 US$’m Operating lease commitments under IAS 17 Operating lease commitment at 31 March as disclosed(1) 282 Discounted using the incremental borrowing rate as at 1 April 2019 216 Recognition exemptions (1) Short-term leases (1) Extension and termination options reasonably certain to be exercised 27 Finance lease liabilities recognised as at 31 March 2019 8 Lease liabilities recognised as at 1 April 2019 250 Less: Current portion of lease liabilities (47) Non-current portion of lease liabilities 203

(1) The group disclosed these lease commitments on an undiscounted basis in the consolidated annual financial statements for the year ended 31 March 2019. 106 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the summarised consolidated financial statements continued for the year ended 31 March

4. SEGMENTAL REVIEW Revenue EBITDA(1) Trading profit

Year ended 31 March Year ended 31 March Year ended 31 March

2020 2019 % 2020 2019 % 2020 2019 % US$’m US$’m change US$’m US$’m change US$’m US$’m change Continuing operations Ecommerce(2) 4 680 3 934 19 (816) (556) (47) (964) (613) (57) — Classifieds 1 299 875 48 92 19 >100 44 2 >100 — Payments and Fintech 428 360 19 (60) (39) (54) (67) (43) (56) — Food Delivery 751 377 99 (596) (162) >(100) (624) (171) >(100) — Etail 1 756 1 847 (5) (22) (133) 83 (63) (150) 58 — Travel 146 234 (38) (19) (36) 47 (22) (37) 41 — Other 300 241 24 (211) (205) (3) (232) (214) (8) Social and internet platforms 17 189 14 744 17 5 455 4 369 25 4 699 3 952 19 — Tencent 16 779 14 457 16 5 328 4 324 23 4 601 3 929 17 — Mail.ru 410 287 43 127 45 >100 98 23 >100 Media 272 326 (17) 15 (7) >100 8 (14) >100 Corporate segment – 2 (100) (16) (17) 6 (18) (21) 14 Intersegmental (5) (16) 69 – – – – – – Total economic interest from continuing 22 136 18 990 17 4 638 3 789 22 3 725 3 304 13 operations Less: Equity-accounted investments (18 135) (15 699) (16) (4 987) (4 120) (21) (4 200) (3 686) (14) Total consolidated from continuing operations 4 001 3 291 (22) (349) (331) (5) (475) (382) (24) Total from discontinued operations – 3 321 (100) – 655 (100) – 512 (100) Total consolidated(3) 4 001 6 612 (39) (349) 324 >(100) (475) 130 >(100)

(1) EBITDA refers to earnings before interest, taxation, depreciation and amortisation. (2) The group historically allocated a portion of its corporate costs to the Video Entertainment segment. Following the distribution of MultiChoice Group to shareholders in February 2019, and the consequent presentation of the Video Entertainment segment as a discontinued operation, corporate costs are now only allocated to the ecommerce business. The group views these corporate costs as primarily relating to the support of the ecommerce business. In line with IFRS 8 Operating Segments. (3) Includes the results of the Video Entertainment segment which has been classified as a discontinued operation in the comparative period (refer to note 5). 107 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the summarised consolidated financial statements continued for the year ended 31 March

4. SEGMENTAL REVIEW continued 5. PROFIT FROM DISCONTINUED OPERATIONS Reconciliation of consolidated EBITDA and trading loss to consolidated operating loss In February 2019, the group distributed to its shareholders its investment in MultiChoice Group Limited (MultiChoice Group). The assets and liabilities of MultiChoice Group were classified as held for sale in September 2018. The Year ended 31 March results and cash flows of the group’s Video Entertainment segment have been presented as discontinued operations 2020 2019 in the comparative period of the summarised consolidated financial statements. Discontinued operations also US$’m US$’m include the group’s subscription video-on-demand service in Poland which was closed at the end of January 2019 Consolidated EBITDA from continuing operations(1) (349) (347) and which formed part of the Video Entertainment segment. Depreciation (96) (36) The results and cash flows from discontinued operations are detailed in the table below.

Amortisation on software (16) (15) Income statement information of discontinued operations Interest on capitalised lease liabilities (14) – Year ended 31 March (1) Consolidated trading loss from continuing operations (475) (398) 2019 US$’m Interest on capitalised leases 14 1 Revenue from contracts with customers 3 321 Amortisation of other intangible assets (104) (94) Expenses (2 851) Other gains/(losses) – net (69) (38) Profit before tax 470 Retention option expense (61) (11) Taxation (200) Share-based incentives settled in Naspers Limited shares (25) (27) Profit for the year 270 Consolidated operating loss from continuing operations (720) (567) Gain on disposal of discontinued operation 2 489 (1) Includes the net profit impact of trading loss between continuing and discontinued operations of US$nil (2019: US$15.7m). Profit from discontinued operations 2 759 Profit from discontinued operations attributable to: Equity holders of the group 2 683 Non-controlling interests 76 2 759 108 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the summarised consolidated financial statements continued for the year ended 31 March

5. PROFIT FROM DISCONTINUED OPERATIONS continued 6. HEADLINE AND CORE HEADLINE EARNINGS Headline earnings Year ended 31 March Headline earnings represent net profit for the period attributable to equity holders of the group, excluding certain 2019 defined separately identifiable remeasurements relating to, among others, impairments of tangible assets, intangible US$’m assets (including goodwill) and equity-accounted investments, gains or losses on acquisitions and disposals of investments as well as assets, dilution gains or losses on equity-accounted investments, remeasurement gains or Revenue from contracts with customers losses on disposal groups classified as held for sale and remeasurements included in equity-accounted earnings, Subscription revenue 2 750 net of related taxes (both current and deferred) and the related non-controlling interests. These remeasurements are determined in accordance with Circular 1/2019, headline earnings, as issued by the South African Institute of Advertising revenue 211 Chartered Accountants, pursuant to the JSE Listings Requirements. Hardware sales and maintenance revenue 171 Core headline earnings Technology revenue 98 Core headline earnings, a non-IFRS performance measure, represent headline earnings for the period excluding certain non-operating items. Specifically, headline earnings are adjusted for the following items to derive core Sublicense and reconnection fee revenue 63 headline earnings: (i) equity-settled share-based payment expenses on transactions where there is no cash cost to Other revenue 28 the company. These include those relating to share-based incentive awards settled by issuing treasury shares as well as certain share-based payment expenses that are deemed to arise on shareholder transactions; (ii) deferred Revenue from contracts with customers 3 321 taxation income recognised on the first-time recognition of deferred tax assets as this generally relates to multiple prior periods and distorts current-period performance; (iii) fair-value adjustments on financial instruments (including Cash flow statement information of discontinued operations put option liabilities) and unrealised currency translation differences, as these items obscure the group’s underlying Net cash generated from operating activities 344 operating performance; (iv) one-off gains or losses (including acquisition-related costs) resulting from acquisitions and disposals of businesses as these items relate to changes in the composition of the group and are not reflective Net cash utilised in investing activities (63) of its underlying operating performance; (v) the amortisation of intangible assets recognised in business Net cash generated from financing activities 20 combinations and acquisitions; and (vi) donations made to various governments in assisting with the Covid-19 pandemic, as these expenses are not considered operational in nature. These adjustments are made to the Cash generated by discontinued operations 301 earnings of businesses controlled by the group as well as the group’s share of earnings of associates and joint ventures, to the extent that the information is available.

Per share information related to discontinued operations 31 March 2019 Earnings per ordinary share (US cents) 614 Diluted earnings per ordinary share (US cents) 611 Headline earnings for the year (US$’m) 216 Headline earnings per ordinary share (US cents) 49 Diluted headline earnings per ordinary share (US cents) 49 Core headline earnings for the year (US$’m) 308 Core headline earnings per ordinary share (US cents) 70 Diluted core headline earnings per ordinary share (US cents) 70 Net number of ordinary shares issued (’000) — weighted average for the year 436 977 — diluted weighted average 438 835 109 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the summarised consolidated financial statements continued for the year ended 31 March

6. HEADLINE AND CORE HEADLINE EARNINGS continued Equity-accounted results A reconciliation of net profit attributable to shareholders to headline and core headline earnings is outlined below. The group’s equity-accounted investments contributed to the summarised consolidated financial statements as follows: Calculation of headline and core headline earnings Year ended 31 March Year ended 31 March 2020 2019 US$’m US$’m 2020 2019 US$’m US$’m Net profit attributable to shareholders from continuing operations 3 137 4 218 Adjusted for: Share of equity-accounted results 3 932 3 410 — impairment of property, plant and equipment and other assets – 1 — gains on acquisitions and disposals (842) (126) — impairment of goodwill and other intangible assets 13 7 — impairment of investments 227 799 — loss on sale of assets – 2 Contribution to headline earnings 3 317 4 083 — gain recognised on loss of control (17) – — gains recognised on loss of significant influence (13) – — amortisation of other intangible assets 301 236 — gains on acquisitions and disposals of investments (391) (1 621) — equity-settled share-based payment expenses 556 535 — remeasurement of previously held interest (73) (7) — fair-value adjustments and currency translation differences (554) (1 499) — dilution losses on equity-accounted investments 52 182 — Covid-19 donations 114 – — remeasurements included in equity-accounted earnings(1) (622) 695 Contribution to core headline earnings 3 734 3 355 — impairment of equity-accounted investments 21 88 Tencent 4 174 3 587 2 107 3 565 Total tax effects of adjustments 11 175 Mail.ru 70 15 Total adjustment for non-controlling interest 88 (21) MakeMyTrip (13) (49) Headline earnings(2) 2 206 3 719 Delivery Hero (167) (55) Adjusted for: Other (330) (143) — equity-settled share-based payment expenses 494 561 — recognition of deferred tax assets – (36) The group applies an appropriate lag period in reporting the results of equity-accounted investments. — tax paid on cancellation of shares 140 – — amortisation of other intangible assets 316 295 — fair-value adjustments and currency translation differences (620) (1 570) — retention option expense 42 11 — transaction-related costs 118 20 — Covid-19 donations 167 – Core headline earnings 2 863 3 000

(1) Remeasurements included in equity-accounted earnings include US$841.9m (2019: US$126.4m) relating to gains arising on acquisitions and disposals by associates and US$226.7m (2019: US$799.4m) relating to impairment of assets recognised by associates. (2) Headline earnings represent net profit for the year attributable to equity holders of the group, excluding certain defined separately identifiable remeasurements. The headline earnings measure is pursuant of the JSE Listings Requirements.

The diluted earnings, headline earnings and core headline earnings per share figures presented on the face of the summarised consolidated income statement include a decrease of US$71.0m (2019: US$47.0m) relating to the future dilutive impact of potential ordinary shares issued by equity-accounted investees. 110 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the summarised consolidated financial statements continued for the year ended 31 March

7. REVENUE FROM CONTRACTS WITH CUSTOMERS 8. FINANCE INCOME/(COSTS) Year ended 31 March Year ended 31 March

Reportable segment(s) 2020 2019 2020 2019 where revenue is included US$’m US$’m US$’m US$’m Online sale of goods revenue Classifieds and Etail 1 868 1 481 Interest income 245 284 Classifieds listings revenue Classifieds 790 623 — loans and bank accounts 241 283 Payment transaction commissions and fees Payments and Fintech 380 308 — other 4 1 Mobile and other content revenue Other Ecommerce 173 159 Interest expense (229) (205) Food-delivery revenue Food Delivery 310 159 — loans and overdrafts (209) (201) Travel package revenue and commissions Travel – 27 — capitalised lease liabilities (14) – Advertising revenue Various 201 229 — other (6) (4) Comparison shopping commissions and fees Other Ecommerce 22 45 Other finance income – net 129 130 Printing, distribution, circulation, publishing and Media 137 145 — net foreign exchange differences and fair-value adjustments on derivatives 76 77 subscription revenue — remeasurement of written put option liabilities 53 53 Other revenue Various 120 115 4 001 3 291

Revenue is presented on an economic-interest basis (ie including a proportionate consolidation of the revenue of associates and joint ventures) in the group’s segmental review and is accordingly not directly comparable to the above consolidated revenue figures. 111 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the summarised consolidated financial statements continued for the year ended 31 March

9. PROFIT BEFORE TAXATION 10. GOODWILL In addition to the items already detailed, profit before taxation has been determined after taking into account, inter Movements in the group’s goodwill for the year are detailed below: alia, the following:

Year ended 31 March Year ended 31 March 2020 2019 2020 2019 US$’m US$’m US$’m US$’m Goodwill Depreciation of property, plant and equipment(1) 96 35 — cost 2 360 2 961 Amortisation 122 111 — accumulated impairment (240) (354) — other intangible assets 106 94 Opening balance 2 120 2 607 — software 16 17 — foreign currency translation effects (278) (292) Impairment losses on financial assets measured at amortised cost 17 18 — acquisitions of subsidiaries and businesses 566 105 Net realisable value adjustments on inventory, net of reversals(2) 5 28 — disposals of subsidiaries and businesses (7) (7) Other gains/(losses) – net (69) (38) — transferred to assets classified as held for sale (152) (287) — loss on sale of assets – (2) — impairment (12) (6) — impairment of goodwill and other intangible assets (13) (7) Closing balance 2 237 2 120 — impairment of property, plant and equipment and other assets – (1) — cost 2 324 2 360 — dividends received on investments 6 4 — accumulated impairment (87) (240) — fair-value adjustments on financial instruments 4 (27) — gains recognised on loss of significant influence 13 – Goodwill is tested for impairment annually on 31 December or more frequently if there is a change in circumstances that indicates that it might be impaired. The group reassessed its 10-year budgets and forecasts by adjusting cash — Covid-19 donations (84) – flow projections and budgets to include the effects of the Covid-19 pandemic. The group also updated its discount rates where required. These adjustments took into account the impact of the pandemic on revenue and margins as — other 5 (5) well as the periods of interruptions to business operations as a result of lockdown trading restrictions. Covid-19 has Gains on acquisitions and disposals 351 1 609 had a broad impact on the group, with the restrictions impacting some businesses negatively where they are unable to operate and on the other hand, having a positive impact on the group’s major business operations where online — gains on sale of investments – net 390 1 618 services and sale of goods is the primary solution for social distancing measures imposed. An impairment loss of US$11.8m (2019: US$6.4m) recognised as at 31 March 2020 takes into account the impact of the pandemic — gain recognised on loss of control transactions 17 – on the group and its cash-generating units which is the group’s best estimate amid this current uncertain economic — remeasurement of contingent consideration – 3 environment. Estimating the future performance of the group’s cash-generating units is challenging during this pandemic. As circumstances change and/or information becomes available, the group may be required — transaction-related costs (113) (19) to recognise impairments in future periods. The goodwill impairment relates to the group’s Classifieds and — securities tax paid on internal restructuring (18) – Media businesses. — remeasurement of previously held interest 73 7 — other 2 –

(1) The increase in depreciation is as a result of the adoption of IFRS 16 Leases. Refer to note 2 for details of the group’s adoption of new accounting pronouncements during the year. (2) Net realisable value write-downs relate primarily to general inventory write-downs in the etail segment. 112 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the summarised consolidated financial statements continued for the year ended 31 March

11. COMMITMENTS AND CONTINGENT LIABILITIES Assets and liabilities classified as held for sale are detailed in the table below: Commitments relate to amounts for which the group has contracted, but that have not yet been recognised as obligations in the statement of financial position. Year ended 31 March

2020 2019  Year ended 31 March US$’m US$’m 2020 2019 US$’m US$’m Assets 208 67 Commitments 151 327 Property, plant and equipment 10 – — capital expenditure 29 19 Goodwill and other intangible assets 152 13 — other service commitments 109 26 Investments and loans – 51 — lease commitments(1) 13 282 Trade and other receivables 27 2 Cash and cash equivalents 19 1 (1) The significant decrease in the current year is as a result of the adoption of IFRS 16 Leases. Refer to note 2 for the adoption of new accounting pronouncements during the reporting period. Liabilities 26 2 The group operates across a large number of jurisdictions and pays tax in the countries in which it operates. In Long-term liabilities 3 – certain jurisdictions uncertainty exists as to whether certain transactions or payments are subject to tax. In these countries the group continues to seek relevant advice and works with its advisers to identify and/or quantify tax Provisions 1 – exposures. Our current assessment of possible withholding and other tax exposures, including interest and potential Trade payables 4 – penalties, amounts to approximately US$30.3m (2019: US$22.0m). Accrued expenses and other current liabilities 18 2 Further, the group has an uncertain tax position of US$170.8m (2019:US$177.0m) related to amounts receivable from tax authorities. 13. Business combinations, other acquisitions and disposals 12. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE/DISTRIBUTION The following relates to the group’s significant transactions related to business combinations and equity-accounted The group distributed its shareholding in the MultiChoice Group to shareholders during the prior year. As a investments: consequence of this transaction, equity-compensation plans and other group entities that held Naspers Limited N ordinary shares (as treasury shares) at the time of distribution received MultiChoice Group shares. The group In July 2019 the group acquired the majority stake in Red Dot Payment Private Limited (Red Dot) in Southeast Asia for classified a portion of these MultiChoice Group shares with a fair value of US$50.7m as held for sale as at 31 March US$45m. The company is an online payment company providing payment solutions and expertise to merchants 2019 as it had committed to dispose of these shares within 12 months from the end of the previous reporting period. across Asia Pacific. Following this investment, the group has a 72% effective interest (66% fully diluted) in Red Dot. The portion of MultiChoice Group shares not classified as held for sale are presented as part of “Other investments The transaction was accounted for as a business combination with an effective date of July 2019. The purchase price and loans” in the statement of financial position. allocation: fixed assets US$1m; intangible assets US$11m; cash and deposits US$14m; trade and other receivables US$2m; trade and other liabilities US$7m; and the balance of US$36m to goodwill. The group has a put option In April 2019 the group concluded the contribution of its subsidiary Netrepreneur Connections Enterprises, Inc. (Sulit) arrangement with the non-controlling interest exercisable in future over a specified period and also exercisable to Carousell Private Limited (Carousell) for an equity interest in Carousell. Sulit was classified as held for sale as at upon termination of employment of the non-controlling interest. The main intangible assets recognised in the business 31 March 2019. Refer to note 13. combination were customer relationships and technology.

In October 2019 the group concluded the sale of its 100% effective interest in its subsidiary BuscaPé Company The main factor contributing to the goodwill recognised in the acquisition is Red Dot’s market presence and Informaçao e Technologia Limitada (BuscaPé). The assets and liabilities of BuscaPé were classified as held for sale engineering capabilities. The goodwill that arose is not expected to be deductible for income tax purposes. as at 30 September 2019. Refer to note 13. In July 2019 the group invested US$66m for a 100% effective and fully diluted interest in Wibmo, Inc. (Wibmo), a In March 2020 the assets and liabilities of the group’s subsidiary Wavy Global Holdings B.V. (Wavy) were classified digital payment company providing payment security, mobile payment solutions and processing services in India. as held for sale as the group signed an agreement to sell its investment to Stockholm-based customer engagement The transaction was accounted for as a business combination with an effective date of July 2019. The purchase price platform, Sinch AB. Refer to note 18. allocation: intangible assets US$28m; property, plant and equipment US$3m; cash and deposits US$4m; trade and other receivables US$9m; liabilities US$14m; and the balance of US$36m to goodwill. The main intangible assets Further in March 2020, the group signed an agreement to contribute the assets and liabilities of the US letgo recognised in the business combination were technology and customer relationships. business in exchange for an equity interest in OfferUp Inc., a US online marketplace. Refer to note 18. 113 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the summarised consolidated financial statements continued for the year ended 31 March

13. BUSINESS COMBINATIONS, OTHER ACQUISITIONS AND DISPOSALS continued by non-controlling interest in PaySense is linked to an employment service period and will be accounted for as a The main factor contributing to the goodwill recognised in the acquisition is Wibmo’s market presence and cash-settled share-based compensation arrangement over the employment service period. Accordingly, the engineering capabilities. The goodwill that arose is not expected to be deductible for income tax purposes. non-controlling interest recognised at the acquisition date relates to 50% of their legal shareholding not linked to an employment service period. In October 2019 the group concluded the merger of Dante International Korlátolt Felelősségű Társaság (eMAG Hungary), its Hungarian operations with operations of Ed Group Vagyonkezelő Korlátolt Felelősségű Társaság The group has a put option arrangement with the non-controlling interest exercisable at specified future dates or (Extreme Digital), one of the leading marketers in Hungary. The group contributed the operations of its subsidiary upon termination of employment of the non-controlling interest. The settlement of the put option arrangement is in eMAG Hungary as well as US$1m cash with an aggregate value of US$13m. Following the merger, eMAG is the cash or shares at the group’s discretion. The portion of the put option linked to employment is accounted for as a majority shareholder, with an effective interest of 52% in the newly merged entity. The group accounted for the cash-settled share-based compensation arrangement over the employment period. At acquisition, the cash-settled acquisition of its interest in Extreme Digital as a business combination and recognised an investment in subsidiary. liability for this arrangement amounted to US$5m. The purchase price allocation: intangible assets US$21m; property, plant and equipment US$8m; other assets US$1m; liabilities US$9m; and the balance of US$4m to goodwill. The main intangible assets recognised in the The main factor contributing to the goodwill recognised in the acquisition is PaySense market presence and business combination were customer relationships and brand names. The transaction gave rise to the recognition technological capabilities. The goodwill that arose is not expected to be deductible for income tax purposes. of non-controlling interest of US$11m, which has been measured at the non-controlling interest’s proportionate share of the identifiable net assets of Extreme Digital as at the acquisition date. In December 2019 the group invested US$320m in cash and contributed a portion of its investment in subsidiaries India Used Car Group B.V. (IUGC) and Poland Used Car Group B.V. (PUCG) for an additional interest in Frontier Car The group has a put option arrangement with the non-controlling interest exercisable at specified future dates or Group (FCG). FCG is a used-car marketplace in emerging markets providing consumers with access to buy used upon termination of employment of the non-controlling interest. The settlement of the put option arrangement is in cars. Prior to this transaction the group held 33% effective interest (32% fully diluted) in FCG and was accounted for cash or shares at the group’s discretion. The portion of the put option linked to employment is accounted for as a as an investment in an associate. Following this additional investment, the group holds an 84% effective interest (83% cash-settled share-based compensation arrangement over the employment period. At acquisition, the cash-settled fully diluted) in FCG. A gain of US$59m has been recognised in “Gains/(losses) on acquisitions and disposals” in the liability for this arrangement amounted to US$9m. income statement on the remeasurement of the group’s previously held equity interest in FCG to its fair value. The aggregate value of the investment in FCG was US$455m consisting of the cash consideration, the fair value of the The main factor contributing to the goodwill recognised in the acquisition is Extreme Digital’s market presence previously held interest in the company of US$118m and the fair value of PUCG and IUCG contributed amounting and engineering capabilities. The goodwill that arose is not expected to be deductible for income tax purposes. to US$4m and US$11m respectively. The transaction was accounted for as a business combination with an effective date of December 2019. In December 2019 the group invested US$134m in cash and contributed its subsidiary PayU Turkey to acquire a 90% effective and fully diluted interest in İyzi Ödeme ve Elektronik Para Hizmetleri Anonim Şirketi (Iyzico), a leading The purchase price allocation: intangible assets US$113m; cash and deposits US$123m; trade and other receivables payment service provider in Turkey. The acquisition of Iyzico was accounted for as a business combination with an US$31m; inventory US$22m; property, plant and equipment US$15m; liabilities US$78m; deferred tax liabilities effective date of December 2019. The shares held by non-controlling interest in Iyzico are linked to an employment US$22m; and the balance of US$287m to goodwill. The main intangible assets recognised in the business service period and will be accounted for as a cash-settled share-based compensation arrangement over the combination were software, dealer relationships, tradenames and domain names. The transaction gave rise to employment service period. Accordingly, no non-controlling interest has been recognised at the acquisition date. The the recognition of non-controlling interest of US$31m, which has been measured at the non-controlling interest’s purchase price allocation: intangible assets US$40m; cash and deposits US$28m; fixed assets US$2m; trade and proportionate share of the identifiable net assets of FCG as at the acquisition date. other liabilities US$25m; deferred tax liabilities US$9m, and the balance of US$98m to goodwill. The main intangible assets recognised in the business combination were customer relationships, brand names and technology. The group has a put option arrangement with the non-controlling interest exercisable at specified future dates or upon termination of employment of the non-controlling interest. The settlement of the put option arrangement is in The main factor contributing to the goodwill recognised in the acquisition is Iyzico’s market presence and cash or shares at the group’s discretion. The portion of the put option linked to employment is accounted for as a engineering capabilities. The goodwill that arose is not expected to be deductible for income tax purposes. cash-settled share-based compensation arrangement over the employment period. At acquisition, the cash-settled liability for this arrangement amounted to US$20m. In December 2019 the group invested an additional US$163m in PaySense Private Limited (PaySense), a technology platform providing Indian consumers with access to credit lines based on an alternative-data decisioning model. The main factor contributing to the goodwill recognised in the acquisition is FCG’s market presence. The goodwill Prior to this transaction the group held 21% in PaySense and was accounted for as an investment in an associate. that arose is not expected to be deductible for income tax purposes. Following this additional investment, the group now holds a 79% effective and fully diluted interest in PaySense. The fair value of the group’s previously held interest in PaySense was US$31m at the date of obtaining control. A gain of Since the acquisition dates of the above business combinations, revenue of US$193m and net losses of US$41m have US$14m has been recognised in “Gains/(losses) on acquisitions and disposals” in the income statement on the been included in the group’s income statement. The impact on revenue and net losses from the above transactions, remeasurement of the group’s previously held equity interest in PaySense to its fair value. The transaction was had the acquisitions taken place on 1 April 2019, was US$833m and US$125m respectively. accounted for as a business combination with an effective date of December 2019. The purchase price allocation: intangible assets US$41m; cash and deposits of US$98m; fixed assets of US$1m; trade and other receivables US$3m; During the reporting period the group disposed of its 100% effective interest in its subsidiary BuscaPé Company liabilities US$22m; deferred tax liabilities US$10m, and the balance of US$90m to goodwill. The main intangible Informaçao e Technologia Limitada (BuscaPé) for US$15m. The transaction received regulatory approval in October assets recognised in the business combination were technology and brand names. The transaction gave rise to the 2019. At 30 September 2019, BuscaPé was classified as a disposal group available for sale in the amount of US$9m. recognition of non-controlling interest of US$8m, which has been measured at the non-controlling interest’s The group recognised a loss of US$178m, primarily related to the recycling of the foreign exchange translation loss proportionate share of the identifiable net assets of PaySense as at the acquisition date. A portion of the shares held reserve of US$182m. 114 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the summarised consolidated financial statements continued for the year ended 31 March

13. BUSINESS COMBINATIONS, OTHER ACQUISITIONS AND DISPOSALS continued 14. CHANGES IN NON-CONTROLLING INTEREST The following relates to the group’s significant transactions related to investments in its equity-accounted investees: Pursuant to the listing of Prosus, Naspers provided its existing shareholders an option to receive either a shareholding in Prosus N ordinary shares or additional Naspers N ordinary shares for no consideration. Subsequent In April 2019 the group contributed 100% of the issued share capital of its subsidiary Netrepreneur Connections to the listing in September 2019 and certain shareholders electing to receive Prosus shares for no consideration, Enterprises Inc. (Sulit) as well as cash with an aggregate value of US$56m to Carousell Private Limited (Carousell) in 26.16% of the issued Prosus N ordinary shares were recognised as a non-controlling interest in the Prosus group. exchange for a 12% (10% fully diluted) interest in Carousell, one of Asia’s largest and fastest-growing classifieds Naspers held the remaining 73.84% of Prosus. marketplaces. The group recognised a gain on loss of control of US$26m in “Gains on acquisitions and disposals” in the income statement. The companies will merge their operations in the Philippines. The group classified its interest In January 2020 Naspers sold 22 million N ordinary shares in Prosus, corresponding to a 1.35% effective interest in in Carousell as an investment in an associate on account of its representation on the board of Carousell. In the issued Prosus N ordinary shares, at a price per share of €67.50, resulting in gross proceeds of US$1.64bn November 2019 the group’s interest was further diluted to 7% effective interest (6% fully diluted) as a result of a (€1.49bn) for Naspers. As at 31 March 2020 Naspers holds 72.63% of the issued Prosus N ordinary shares. subsequent funding round which resulted in the group losing its board representation. The group has classified its interest in Carousell as an investment at fair value through other comprehensive income. The Prosus group represents a significant portion of Naspers’s net asset value as it comprises the international ecommerce and internet assets, including the investment in Tencent. Accordingly, the 27.37% interest in Prosus In July 2019 the group invested an additional US$25m in Brainly Inc. (Brainly). Following this investment, the group represents a significant non-controlling interest of the group. This non-controlling interest will be entitled to its share of holds a 44% effective interest (38% fully diluted) in Brainly. The group continues to account for its interest as an future earnings of the Prosus group. investment in an associate. The Prosus group prepares its own consolidated financial statements, which are reported to its shareholders in In August 2019 the group invested US$80m in Meesho Inc. (Meesho), a leading social commerce online marketplace accordance with its listing obligations on Euronext Amsterdam. In its results, Prosus discloses various related party in India that enables independent resellers to build small businesses by connecting them with suppliers to curate a balances and transactions with fellow subsidiaries in the Naspers group. More information on Prosus’s results is catalogue of goods and services to sell. Meesho also provides logistics and payment tools on their platform. As at available at www.prosus.com. 31 March 2020, the group holds a 12% effective and fully diluted interest in Meesho. The group has accounted for its interest as an investment in an associate on account of its representation on the board of Meesho. 15. SIGNIFICANT FINANCING TRANSACTIONS The group issued a 10-year US$1.25bn bond in January 2020. The bond matures in January 2030 and carries a fixed In August 2019 the group exchanged its 43% interest in its online travel associate MakeMyTrip for a 6% effective interest rate of 3.68% per annum. The purpose of this offering was to raise proceeds to redeem the US$1.0bn bond interest in Trip.com Group Limited (formerly Ctrip.com International Limited) (Trip.com), a well-known provider of online that was redeemable in July 2020. The net proceeds of the offering of this bond was used by the group for the travel and related services headquartered in China. The group made a gain of US$599m which was recognised in redemption of the 2020 bond in February the current year and otherwise for general corporate purposes. The bond “Gains on acquisitions and disposals” in the income statement. The group has classified its interest in Trip.com as an is listed on the Irish Stock Exchange (Euronext Dublin). investment at fair value through other comprehensive income presented in “Other investments and loans” in the statement of financial position. In January 2020 Naspers sold 22 000 000 N ordinary shares in Prosus (1.35% effective interest) to institutional investors. The net proceeds from the sale of the Prosus shares were used to return capital to Naspers shareholders In October 2019 the group acquired a 21% effective interest (19% fully diluted) for US$30m in NTex Transportation in terms of its share repurchase programme. The programme was completed on 24 March 2020. As at 31 March Services Private Limited (ElasticRun), a software and technology platform for providing transportation and logistics 2020, Naspers has repurchased 9 156 705 N ordinary shares (representing 2.06% of the issued Naspers N ordinary services in India. The group accounts for the acquisition of its interest as an investment in an associate. shares prior to the programme) for a total consideration of US$1.4bn (R22.4bn) inclusive of transaction costs. These shares were cancelled on the repurchase date and delisted. As a result, Naspers now has 435 511 058 N ordinary In February 2020 the group made an additional investment amounting to US$100m, in Bundl Technologies Private shares in issue. Limited (Swiggy), the operator of a first-party food-delivery marketplace in India. Following this investment, the group holds a 40% effective interest (36% fully diluted) in Swiggy. The group continues to account for its interest in Swiggy as an investment in an associate.

The group made an additional investment amounting to US$10m in April 2019 and US$34m in March 2020, in Udemy Inc. (Udemy), an online education marketplace. Following this investment, the group holds a 15% effective interest (13% fully diluted) in Udemy. The group continues to account for its interest in Udemy as an investment in an associate. 115 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the summarised consolidated financial statements continued for the year ended 31 March

16. FINANCIAL INSTRUMENTS Fair-value measurements at 31 March 2019 using: The group’s activities expose it to a variety of financial risks such as market risk (including currency risk, fair-value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. Quoted prices in active markets for Significant The summarised consolidated financial statements do not include all financial risk management information and identical other Significant disclosures required in the annual financial statements and should be read in conjunction with the group’s annual assets observable unobservable financial statements for the year ended 31 March 2020. There have been no material changes in the group’s credit, Carrying or liabilities inputs inputs liquidity, market risks or key inputs used in measuring fair value since 31 March 2019. value (level 1) (level 2) (level 3) US$’m US$’m US$’m US$’m The fair values of the group’s financial instruments that are measured at fair value at each reporting period, are Assets categorised as follows: Financial assets at fair value through other Fair-value measurements at 31 March 2020 using: comprehensive income(1) 122 73 3 46 Quoted prices Forward exchange contracts 4 – 4 – in active markets for Significant Derivatives embedded in leases 1 – – 1 identical other Significant assets observable unobservable Liabilities Carrying or liabilities inputs inputs value (level 1) (level 2) (level 3) Forward exchange contracts 3 – 3 – US$’m US$’m US$’m US$’m Earn-out obligations 7 – – 7 Assets Interest rate and cross-currency swaps 33 – 33 – Financial assets at fair value through other 804 711 3 90 comprehensive income (1) Includes assets classified as held for sale. Financial assets at fair value through profit or loss 13 – – 13 There have been no transfers between levels 1 or 2 during the reporting period, nor were there any significant Derivatives embedded in leases 6 – – 6 changes to the valuation techniques and inputs used in measuring fair value. Cross-currency interest rate swap 49 – 49 – For earn-out obligations, current forecasts of the extent to which management believes performance criteria will be Liabilities met, discount rates reflecting the time value of money and contractually specified earn-out payments are used. Forward exchange contracts 38 – 38 – Changes in these assumptions could affect the reported fair value of these financial instruments. Derivatives embedded in leases 2 – – 2 The fair value of level 2 financial instruments is determined with the use of exchange rates quoted in active markets Earn-out obligations 22 – – 22 and interest rate extracts from observable yield curves.

The fair value of level 3 financial instruments is determined with the use of the most recent transaction values determined from the recent funding rounds that occurred in the current year for these transactions. 116 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the summarised consolidated financial statements continued for the year ended 31 March

16. FINANCIAL INSTRUMENTS continued The balances of advances, deposits, receivables and payables between the group and related parties are as The group discloses the fair values of the following financial instruments as their carrying values are not a reasonable follows: approximation of their fair values: Year ended 31 March 31 March 2020 31 March 2019 2020 2019 Carrying Fair Carrying Fair US$’m US$’m value value value value (1) US$’m US$’m US$’m US$’m Receivables Financial liabilities Tencent Technology (Shenzhen) Co Ltd 90 – Publicly traded bonds 3 450 3 183 3 200 3 350 Honor Technology, Inc. 8 – Zoop Tecnologia e Meios de Pagamento Limitada (Zoop) 6 – The fair values of the publicly traded bonds have been determined with reference to the listed prices of the instruments as at the end of the reporting period. The fair values of the publicly traded bonds are level 2 financial Various other related parties 3 3 instruments. Total related party receivables 107 3 17. RELATED PARTY TRANSACTIONS AND BALANCES Less: Non-current portion of related party receivables (8) – The group entered into transactions and has balances with a number of related parties, including associates and joint ventures. Transactions that are eliminated on consolidation as well as gains or losses eliminated through the Current portion of related party receivables 99 3 application of the equity method are not included. The transactions and balances with related parties are summarised below: (1) The group provides services and loan funding to a number of its related parties. The nature of these related party relationships is that of equity-accounted investments.

Year ended 31 March Purchases of goods and services from related parties amounted to US$nil (2019: US$1.0m), amounts payable to 2020 2019 related parties amounted to US$2.8m (2019: US$2.8m). These amounts are not considered significant and relate to US$’m US$’m various related parties, most of which are equity-accounted investments of the group. Sale of goods and services to related parties(1) MakeMyTrip Limited(2) 5 12 Various other related parties 1 1 6 13

(1) The group receives revenue from a number of its related parties in connection with service agreements. The nature of these related party relationships is that of associates and joint ventures. (2) Revenue earned from MakeMyTrip Limited, relates to payment services provided by PayU when MakeMyTrip Limited was an associate of the group. 117 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the summarised consolidated financial statements continued for the year ended 31 March

18. EVENTS AFTER THE REPORTING PERIOD A. NON-IFRS FINANCIAL MEASURES AND ALTERNATIVE PERFORMANCE MEASURES In March 2020 it was announced that OfferUp and letgo US, two of America’s most popular apps to buy and sell A.1 Growth in local currency, excluding acquisition and disposals locally, intend to combine their businesses in the United States. OLX Group will therefore contribute its letgo US The group applies certain adjustments to segmental revenue and trading profit reported in the summarised business plus cash of US$100m. OLX Group will own 40% of the newly combined entity. The transaction received consolidated financial statements to present the growth in such metrics in local currency and excluding the effects regulatory approval and is expected to close 1 July 2020. The group expects to account for its interest in OfferUp as of changes in the composition of the group. Such underlying adjustments provide a view of the company’s an equity accounted associate. underlying financial performance that management believes is more comparable between periods by removing the impact of changes in foreign exchange rates and changes in the composition of the group on its results. Such In March 2020 MIH Movile Holding B.V. (Movile) signed an agreement to sell its subsidiary Wavy Global Holdings adjustments are referred to herein as “Growth in local currency, excluding acquisitions and disposals”. The group B.V. (Wavy) to Stockholm-based customer engagement platform, Sinch AB, in exchange for cash of approximately applies the following methodology in calculating growth in local currency, excluding acquisitions and disposals: US$68m (approximately BRL355m) and a 2.70% equity investment in Sinch AB. The transaction is subject to regulatory approval. The group expects to account for its interest in Sinch AB as an investment at fair value through other • Foreign exchange/constant currency adjustments have been calculated by adjusting the current period’s results to comprehensive income. the prior period’s average foreign exchange rates, determined as the average of the monthly exchange rates for that period. The local currency financial information quoted is calculated as the constant currency results, arrived On 26 April 2020 OLX Global B.V. (OLX) merged its subsidiary, Dubizzle Limited (B.V.I.) (Dubizzle), the leading at using the methodology outlined above, compared to the prior period’s actual IFRS results. The relevant average classifieds platform for users in the United Arab Emirates, with Emerging Markets Property Group (EMPG). EMPG exchange rates (relative to the US dollar) used for the group’s most significant functional currencies, were: owns and operates bespoke classifieds portals in different emerging markets across the world, including Bayut in Dubai, Zameen in Pakistan, and Mubawab in Morocco, North Africa. The group also contributed cash of Year ended 31 March approximately US$75m. Following the transaction, the group will hold a 39% interest in EMPG. The group will account Currency (1FC = US$) 2020 2019 for its interest in EMPG as an investment in associate. South African rand 0.0667 0.0723 On 24 April 2020 the Naspers board approved a prospective change in the settlement mechanism for the group’s Euro 1.1103 1.1537 share appreciation right (SAR) schemes from equity settled to cash settled. Gains earned by participants on exercise of their SAR awards will now be settled in cash, rather than in Naspers N ordinary shares. All other features of the Chinese yuan renminbi 0.1433 0.1485 awards, including strike price, vesting and expiry periods remain unchanged. The fair value of the SAR awards on the effective date of the change is approximately US$322m and will be recognised as a share-based payment Brazilian real 0.2398 0.2622 liability. The share-based payment reserve related to these SAR awards is US$80m. The change in settlement will be Indian rupee 0.0141 0.0143 accounted for as a modification, with the difference between the existing share-based payment reserve and the share-based payment liability being recognised through retained earnings in equity. The SAR schemes will be Polish zloty 0.2569 0.2684 accounted for in terms of the group’s accounting policy in respect of cash-settled share-based payments. Russian ruble 0.0152 0.0153 United Kingdom pound 1.2702 1.3084

• Adjustments made for changes in the composition of the group relate to acquisitions, mergers and disposals of subsidiaries and equity-accounted investments, as well as to changes in the group’s shareholding in its equity- accounted investments. For acquisitions, adjustments are made to remove the revenue and trading profit/(loss) of the acquired entity from the current reporting period and, in subsequent reporting periods, to ensure that the current reporting period and the comparative reporting period contain revenue and trading profit/(loss) information relating to the same number of months. For mergers, adjustments are made to include a portion of the prior period’s revenue and trading profit/(loss) of the entity acquired as a result of a merger. For disposals, adjustments are made to remove the revenue and trading profit/(loss) of the disposed entity from the previous reporting period to the extent that there is no comparable revenue or trading profit/(loss) information in the current period and, in subsequent reporting periods, to ensure that the previous reporting period does not contain revenue and trading profit/(loss) information relating to the disposed business. 118 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the summarised consolidated financial statements continued for the year ended 31 March

A. NON-IFRS FINANCIAL MEASURES AND ALTERNATIVE PERFORMANCE MEASURES continued A.1 Growth in local currency, excluding acquisition and disposals continued The following significant changes in the composition of the group during the respective reporting periods have been adjusted for in arriving at the pro forma financial information: Year ended 31 March 2020

Basis of Reportable Acquisition/ Transaction accounting segment disposal Dilution of the group’s interest in Tencent Associate Social and Disposal internet platforms Disposal of the group’s interest in Flipkart Associate Ecommerce Disposal Disposal of the group’s interest in Travel Boutique Online (TBO) Subsidiary Ecommerce Disposal Disposal of the group’s interest in Uaprom Subsidiary Ecommerce Disposal Step up in the group’s interest in Swiggy Associate Ecommerce Acquisition Acquisition of the group’s interest in Frontier Car Group Associate Ecommerce Acquisition Step up of the group’s interest in Frontier Car Group Subsidiary Ecommerce Disposal/Acquisition Acquisition of the group’s interest in Aasaanjobs Subsidiary Ecommerce Acquisition Acquisition of the group’s interest in Selency Subsidiary Ecommerce Acquisition Acquisition of the group’s interest in BYJU’S Associate Ecommerce Acquisition Acquisition of the group’s interest in Honor Associate Ecommerce Acquisition Acquisition of the group’s interest in Zooz Subsidiary Ecommerce Acquisition Step up in the group’s interest in Sympla Subsidiary Ecommerce Disposal/Acquisition Acquisition of the group’s interest in Wibmo Subsidiary Ecommerce Acquisition Disposal of the group’s interest in Kreditech Associate Ecommerce Disposal Disposal of the group’s interest in MakeMyTrip Associate Ecommerce Disposal Disposal of the group’s interest in LBS Subsidiary Ecommerce Disposal Dilution of the group’s interest in BuscaPé Subsidiary Ecommerce Disposal Acquisition of the group’s interest in Iyzico Subsidiary Ecommerce Acquisition Step up in the group’s interest in PaySense Subsidiary Ecommerce Disposal/Acquisition Acquisition of the group’s interest in Red Dot Subsidiary Ecommerce Acquisition Acquisition of the group’s interest in Extreme Digital Subsidiary Ecommerce Acquisition Acquisition of the group’s interest in ElasticRun Associate Ecommerce Acquisition Acquisition of the group’s interest in Meesho Associate Ecommerce Acquisition Acquisition of the group’s interest in EMicro Transit Associate Ecommerce Acquisition Acquisition of the group’s interest in TTRS Servicos Subsidiary Ecommerce Acquisition

The net adjustment made for all acquisitions and disposals on continuing operations that took place during the year ended 31 March 2020 amounted to a negative adjustment of US$156m on revenue and a negative adjustment of US$27m on trading profit. These adjustments include a change in estimate related to Mail.ru’s deferred revenue. 119 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the summarised consolidated financial statements continued for the year ended 31 March

A. NON-IFRS FINANCIAL MEASURES AND ALTERNATIVE PERFORMANCE MEASURES continued A.1 Growth in local currency, excluding acquisition and disposals continued The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving at the pro forma financial information are presented in the table below:

Year ended 31 March

2019 2020

A B C D E F(2) G(3) H(4)

Group Group composition composition Foreign Local Local disposal acquisition currency currency currency IFRS(1) adjustment adjustment adjustment growth IFRS(1) growth IFRS US$’m US$’m US$’m US$’m US$’m US$’m % % CONTINUING OPERATIONS Revenue Internet 18 678 (544) 400 (827) 4 162 21 869 23 17 Ecommerce 3 934 (502) 344 (210) 1 114 4 680 32 19 — Classifieds 875 (4) 133 (25) 320 1 299 37 48 — Payments and Fintech 360 (11) 25 (20) 74 428 21 19 — Food Delivery 377 (16) 55 (45) 380 751 >100 99 — Etail 1 847 (343) 73 (102) 281 1 756 19 (5) — Travel 234 (99) – – 11 146 8 (38) — Other 241 (29) 58 (18) 48 300 23 24 Social and internet platforms 14 744 (42) 56 (617) 3 048 17 189 21 17 — Tencent 14 457 (38) – (615) 2 975 16 779 21 16 — Mail.ru 287 (4) 56 (2) 73 410 26 43 Media 326 (12) – (23) (19) 272 (6) (17) Corporate segment 2 – – – (2) – (100) (100) Intersegmental (16) – – 1 10 (5) Economic interest 18 990 (556) 400 (849) 4 151 22 136 23 17 DISCONTINUED OPERATIONS Video Entertainment 3 324 (3 324) – – – – – (100) Group economic interest 22 314 (3 880) 400 (849) 4 151 22 136 23 (1)

(1) Figures presented on an economic-interest basis as per the segmental review. (2) A + B + C + D + E. (3) E/(A + B) x 100. (4) (F/A) - 1 x 100. 120 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the summarised consolidated financial statements continued for the year ended 31 March

A. NON-IFRS FINANCIAL MEASURES AND ALTERNATIVE PERFORMANCE MEASURES continued A.1 Growth in local currency, excluding acquisition and disposals continued The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving at the pro forma financial information are presented in the table below:

Year ended 31 March

2019 2020

A B C D E F(2) G(3) H(4)

Group Group composition composition Foreign Local Local disposal acquisition currency currency currency IFRS(1) adjustment adjustment adjustment growth IFRS(1) growth IFRS US$’m US$’m US$’m US$’m US$’m US$’m % % CONTINUING OPERATIONS Trading profit Internet 3 339 65 (101) (121) 553 3 735 16 12 Ecommerce (613) 75 (157) 50 (319) (964) (59) (57) — Classifieds 2 1 (31) 14 58 44 >100 >100 — Payments and Fintech (43) 6 (17) (1) (12) (67) (32) (56) — Food Delivery (171) (7) (91) 28 (383) (624) >(100) >(100) — Etail (150) 47 – 8 32 (63) 31 58 — Travel (37) 9 – – 6 (22) 21 41 — Other (214) 19 (18) 1 (20) (232) (10) (8) Social and internet platforms 3 952 (10) 56 (171) 872 4 699 22 19 — Tencent 3 929 (10) – (170) 852 4 601 22 17 — Mail.ru 23 – 56 (1) 20 98 87 >100 Media (14) 9 – – 13 8 >100 >100 Corporate segment (21) – – 5 (2) (18) (10) 14 Group economic interest 3 304 74 (101) (116) 564 3 725 17 13 DISCONTINUED OPERATIONS Video Entertainment 512 (512) – – – – – (100) Group economic interest 3 816 (438) (101) (116) 564 3 725 17 (2)

(1) Figures presented on an economic-interest basis as per the segmental review. (2) A + B + C + D + E. (3) E/(A + B) x 100. (4) (F/A) - 1 x 100.

An assurance report issued in respect of the pro forma financial information, by the group’s external auditor, is available at the registered office of the company. 121 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

We create sustainable leadership positions to empower people and enrich communities

Further information

Contents 122 Notice of annual general meeting 129 Form of proxy 130 Notes to the form of proxy 132 Shareholder and corporate information 133 Analysis of shareholders and shareholders’ diary 134 Naspers voting control structure 122 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notice of annual general meeting Notice is hereby given in terms of the secretaries for the purposes of section later than 15 minutes prior to the Votes at the annual general meeting A shareholder may appoint a proxy at Companies Act No 71 of 2008, as 63(1) of the Act and for TMS to provide commencement of the annual general will be taken by way of a poll and not any time. For practical purposes, the amended (the Act), that the 106th the shareholder (or representative or meeting during which time registration on a show of hands. form appointing a proxy and the annual general meeting of Naspers proxy) with details on how to access will take place. authority (if any) under which it is Limited (the company or Naspers) the annual general meeting by means A shareholder entitled to attend and signed, must reach The Meeting will be held (subject to any of electronic participation. The written If you choose to participate online you vote at the meeting is entitled to Specialist Proprietary Limited (TMS), adjournment or postponement) on notification, a form of which is will be able to view a live webcast of appoint a proxy to attend, participate via email to [email protected] Friday 21 August 2020 at 14:00 (SAST). enclosed with this notice of annual the annual general meeting, and ask in and vote at the meeting in their or the transfer secretaries of the The annual general meeting will be general meeting, should contain the directors questions online in written place. A proxy need not be a company (Link Market Services South conducted entirely, and be accessible following: format and submit your votes in real shareholder of the company. Africa Proprietary Limited, 13th Floor, by shareholders, through electronic time. 19 Ameshoff Street, Braamfontein 2001 communication as envisaged. • A certified copy of the shareholder’s Before any person may attend or or PO Box 10462, Johannesburg 2000) identification document or passport For administrative purposes, and participate in a shareholders’ by no later than 14:00 (SAST) on Electronic participation by if the shareholder is an individual. in order to participate and vote, meeting, they must present reasonably Wednesday 19 August 2020 to allow shareholders • A certified copy of a resolution or completed notices for electronic satisfactory identification and the time to process the proxy. Should you Given the outbreak of Covid-19 and letter of representation given by the participation must be received by TMS person presiding at the meeting must hold Naspers A ordinary shares, the the related government action and holder if you are a company or juristic via email at [email protected] be reasonably satisfied that the right signed proxy must reach the regulations aimed at social distancing, person, and certified copies of identity before 14:00 (SAST) on Wednesday, of that person to participate and vote, registered office of the company by including through the prohibition of documents or passports of the 19 August 2020. either as a shareholder or as proxy for 14:00 (SAST) on Wednesday 19 August gatherings, the annual general persons who passed the resolution. a shareholder, has been reasonably 2020 to allow for processing. A form of meeting will be conducted entirely • A valid email address and/or Important dates verified. Forms of identification include The board of directors of the company proxy is enclosed with this notice. The through electronic communications as telephone number. a valid identity document, driver’s form of proxy may also be obtained envisaged in the Act. • An indication that you or your proxy has determined, in accordance with licence and passport. section 59(1)(a) and (b) of the Act, the from the registered office of the not only wishes to attend the company or on the company website following important dates: A form of proxy, which includes the To this end, the company has retained meeting by means of electronic as a separate pdf download in the relevant instructions for its completion, the services of The Meeting Specialist communication, but also to 2020 integrated annual report is attached for the use of holders of Proprietary Limited (TMS) to remotely participate and vote by means of available under the investors section. certificated shares and ‘own name’ host the annual general meeting on electronic communication. All other proxies must be provided to dematerialised shareholders who an interactive electronic platform, in Record date for receipt Friday the company secretary before the of notice purposes 19 June 2020 wish to be represented at the annual order to facilitate remote participation Such participants, who have complied proxy exercises any rights of the general meeting. Completing a form and voting by shareholders. Our with the notice requirement above, will shareholder at the meeting. transfer secretaries, Link Market be contacted between Tuesday, Notice of meeting Monday of proxy will not preclude that distributed to shareholders 29 June 2020 Services South Africa Proprietary 11 August 2020 and Thursday, shareholder from attending and voting Purpose of meeting Limited, will act as scrutineer. 20 August 2020, by no later than Last date to trade to be Tuesday (in preference to their proxy) at the The purpose of the meeting is to: Shareholders are strongly encouraged twenty-four (24) hours before the eligible to vote 11 August 2020 annual general meeting. to submit votes by proxy before the annual general meeting and will be • present the directors’ report, the annual general meeting. provided with the relevant connection Record date for voting Friday Holders of dematerialised audited annual financial statements of details as well as the passcodes purposes 14 August 2020 shares, other than ‘own name’ the company, the audit committee Should any shareholder (or dematerialised shareholders, who through which you or your proxy/ies For administration report and the social, ethics and Wednesday wish to vote at the annual general representative or proxy for a can participate via electronic purposes, forms of proxy sustainability committee report, for the 19 August 2020 shareholder) wish to participate in the communication and of the process for to be lodged by 14:00 meeting, must instruct their central immediate preceding financial year annual general meeting electronically, participation via a unique link to the securities depository participant • consider and, if deemed fit, adopt that shareholder should apply in email/cellphone number provided in Meeting to be held Friday (CSDP) or broker accordingly in the with or without amendment, the writing (including details on how the the notification. Shareholders who are at 14:00 21 August 2020 manner and cut-off time stipulated resolutions set out below, and shareholder or representative (including by their CSDP or broker. fully verified (as required under the Act Results of meeting Friday • consider any matters raised by proxy) can be contacted) to the TMS, and outlined above) and subsequently released on SENS 21 August 2020 shareholders of the company, Holders of dematerialised shares, via email at [email protected] registered at the commencement of with or without advance notice other than ‘own name’ dematerialised and at the address below, to be the annual general meeting will be to the company. Record date, attendance and shareholders, who wish to attend the received by TMS at least seven (7) able to participate in and/or vote by voting annual general meeting in person business days prior to the annual electronic communication. The record date for the meeting general meeting (ie Tuesday, (through electronic communication), (being the date used to determine need to arrange the necessary 11 August 2020) for TMS to arrange Should you wish to participate by way which shareholders are entitled to for the shareholder (or representative of electronic communication, you will authorisation as soon as possible participate in and vote at the meeting) through their CSDP or broker. or proxy) to provide reasonably be required to connect with the details is Friday, 14 August 2020. satisfactory identification to the transfer as provided by the company by no 123 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notice of annual general meeting continued

Integrated annual report company as authorised by the board Africa 2016 (King IV) (Principle 8). The Reason for and effect of talent employees, such as engineers beneficiary, either alone or when The integrated annual report of after having applied the solvency board and nomination committee are ordinary resolution 9 and those with specialist skill sets at the aggregated with the number of the company for the year ended and liquidity tests contemplated satisfied that the company’s audit Schedule 14 of the JSE Listings mid-level of the group, as identified by Shares that such beneficiary is 31 March 2020 is available on in the Act. committee members are suitably skilled Requirements (“Schedule 14”) governs the Board (as such term is defined in entitled to in terms of all other www.naspers.com or on request and experienced independent share option schemes and share the trust deed); and (ii) PSU Awards as share-based incentive schemes of during business hours at Naspers’s 3. To reappoint, on the non-executive directors. Collectively, incentive schemes involving the issue of being key employees as identified by or applicable to the group, but registered address, 40 Heerengracht, recommendation of the company’s they have sufficient qualifications and equity securities by issuers to, or for the the Board (as such term is defined in specifically excluding Shares Cape Town 8001 (contact person audit committee, the firm experience to fulfil their duties, as benefit of, employees and other the trust deed). It is proposed that the allocated in respect of PSU Ms Yasmin Abrahams) and in PricewaterhouseCoopers Inc. as contemplated in regulation 42 of the persons involved in the business of the trust deed be amended to describe the Awards granted to such Johannesburg at WeWork, The Link, independent registered auditor of the Companies Regulations 2011. Naspers group (the “group”) and which category of group employees who is beneficiary, and 4th Floor, 173 Oxford Road, Rosebank company (noting that Mrs V Myburgh is Collectively, they have a comprehensive result in a dilution of the shareholding of eligible to receive RSU Awards and/or (ii) for PSU Awards the current limit is 2196 (contact person Mrs Toni Lutz) or the individual registered auditor of that understanding of financial reporting, equity securities holders in the issuer. PSU Awards as being any Employees 400 000 Shares, being the by email at [email protected]. firm who will undertake the audit) for internal financial controls, risk This includes the issue of equity selected by the Board (as such term is maximum aggregate number of the period until the next annual general management and governance securities from the issuer’s authorised, defined in the trust deed). This provides Shares that may at any time be Ordinary resolutions meeting of the company. processes in the company, as well as but unissued, share capital, as well as the Board (as such term is defined in allocated in respect of unvested For the ordinary resolutions below to International Financial Reporting the use of equity securities held as the trust deed) with flexibility to select 4. To confirm the appointments of Ms PSU Awards granted to a be adopted, the support of a majority Standards (IFRS) and other regulations treasury shares. Schedule 14 is any group employees to whom RSU beneficiary. of votes exercised by shareholders M Girotra and Ms Y Xu as non- and guidelines applicable to the applicable to the scheme and the trust Awards and/or PSU Awards may be present or represented by proxy at this executive directors. Their abridged company. They keep up to date with deed. The scheme and the trust deed granted. In terms of the proposed amendments, meeting is required. Ordinary curricula vitae appear on pages 76 developments affecting their required were originally approved in terms of no differentiation will be made and 77. The board and nomination Furthermore, it is proposed to reduce between RSU Awards and PSU Awards, resolutions numbers 9 and 11 require skills set. The board and nomination Schedule 14. the aggregate number of Shares which the support of at least 75% of the total committee unanimously recommend committee therefore unanimously and the individual limit which will apply approval and confirmation of the The board proposes certain may be utilised for purposes of the to all Awards will be 400 000 Shares, number of votes exercised by recommend Mr D G Eriksson, amendments to the scheme and the scheme. In this regard, the trust deed shareholders present or represented appointment of the directors in Prof R C C Jafta, Ms M Girotra and being the maximum aggregate number question. trust deed. A summary of the principal currently states that the maximum of Shares which may at any time be by proxy at this meeting. Mr S J Z Pacak for election to the audit terms of the amendments that require aggregate number of Shares which committee. Their abridged curricula allocated in respect of unvested 5. To elect Messrs D G Eriksson and shareholder approval in terms of may at any time be settled by the issue 1. To consider and accept the annual vitae appear on pages 76 and 77. The Awards granted to a beneficiary, either M R Sorour and Ms E M Choi and Schedule 14 is set out below. In of Shares or the delivery of treasury financial statements of the company appointment of members of the audit alone or when aggregated with the Prof R C C Jafta who retire by rotation addition to these amendments, further shares to beneficiaries, must not and the group for the twelve (12) committee will be conducted by way of number of Shares that such beneficiary and, being eligible, offer themselves for minor and administrative amendments exceed the maximum number of months ended 31 March 2020 and the a separate vote for each individual. is entitled to in terms of all share option reports of the directors, auditor, audit re-election as directors of the company. will be made to the trust deed. The Shares previously authorised by the schemes and restricted stock plans of amendments will be effective on and Shareholders to be available for fresh committee, and social, ethics and Their abridged curricula vitae appear 7. To endorse the company’s or applicable to the group. as from the date on which they are issue in connection with the share- sustainability committee. The on pages 76 and 77. The board and remuneration policy, as set out in the This ordinary resolution number 9 will summarised form of the financial nomination committee unanimously approved by shareholders. based incentive schemes of or 2020 remuneration report on pages 18 applicable to the group, being 40 588 only be effective if passed by a statements is attached to this notice. A recommend that the re-election of each to 23, by way of a non-binding advisory The trust deed currently provides for the majority of 75% or more of the votes copy of the complete audited annual of the directors in terms of resolution granting of two types of awards to 541 Shares, either alone or when vote. aggregated with all share-based cast by all shareholders present or financial statements of the company for number 5 be approved by defined employees in the group, represented by proxy, excluding any the financial year ended 31 March shareholders of the company. 8. To endorse the implementation namely (i) RSU Awards (being incentive schemes of or applicable to the group. In terms of the proposed votes exercised in respect of any 2020 (and the reports of the directors, report of the remuneration report by the conditional rights awarded to treasury shares held by the group and auditor, audit committee, and social, Voting on the appointments of the company as set out on pages 24 to 34 employees to the delivery or distribution amendment, this aggregate number directors in ordinary resolution number will be reduced to 21 775 553 Shares. any shares held by share schemes of ethics and sustainability committee) can of the 2020 remuneration report, by of Naspers N ordinary shares the group. be obtained from www.naspers.com 4 and re-election of directors in way of a non-binding advisory vote. (“Shares”) (or cash in lieu thereof) from Finally, it is proposed to amend the or on request during business hours at ordinary resolution number 5 will be the trust, which is not subject to the individual limits of Shares relating to The trust deed will be made available Naspers’s registered address, conducted as a series of separate 9. To approve amendments to the trust satisfaction of any performance RSU Awards and PSU Awards for inspection by shareholders during 40 Heerengracht, Cape Town 8001 votes, each being for the candidacy of deed constituting the Naspers conditions) (“RSU Awards”); and (ii) PSU (collectively “Awards”) granted to any normal business hours at the (contact person Ms Yasmin Abrahams) a single individual to fill a single Restricted Stock Plan Trust (the “trust Awards (being conditional rights one beneficiary. The current trust deed company’s registered address, and in Johannesburg at WeWork, The vacancy, and in each vote to fill a deed”) and the share scheme awarded to employees to the delivery provides for the following individual 40 Heerengracht, Cape Town 8001 Link, 4th Floor, 173 Oxford Road, vacancy, each voting right entitled to be envisaged by such trust deed (the or distribution of Shares (or cash in lieu limits: (contact person Ms Yasmin Abrahams) exercised may be exercised once. and in Johannesburg at WeWork, The Rosebank 2196 (contact person “scheme”) in the form of the amended thereof) from the trust, which is subject (i) for RSU Awards the current limit is Mrs Toni Lutz) or by email at trust deed, as laid before the meeting, to the satisfaction of a performance Link, 4th Floor, 173 Oxford Road, 6. To appoint audit committee 20 000 Shares, being the [email protected]. with effect from the date of this condition) (“PSU Awards”). The current Rosebank 2196 (contact person members as required in terms of the maximum aggregate number of Mrs Toni Lutz) or by email at resolution. trust deed describes the category of Shares which may at any time be 2. To confirm and approve payment of Act, the JSE Listings Requirements and group employees who is eligible to [email protected] for a period of as recommended by the King Report allocated in respect of unvested not less than fourteen (14) days prior to dividends in relation to the N ordinary receive (i) RSU Awards as being critical RSU Awards granted to a and A ordinary shares issued by the on Corporate Governance for South the annual general meeting. 124 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notice of annual general meeting continued

10. To approve amendments to the various other provisions of the trust (iii) paragraphs 26.1 and 26.2 of (i) paragraph 10.5 of the current removed from the body of the trust Amending the aggregate number consolidated deed constituting the deed, which relate to matters requiring the current trust deed, which trust deed, which regulates deed and moved to schedule 2 of the of Shares which may be utilised for MIH Services FZ LLC Share Trust (the shareholder approval. These are regulate the treatment of how the maximum number of trust deed. Schedule 2 provides that the purposes of the scheme: It is proposed “trust deed”) and the share scheme described below: options in instances of equity securities which may be rules of the scheme (as amended by to reduce the aggregate number of envisaged by such trust deed (the (a) the term “Board” is defined with mergers, takeovers or used for purposes of the schedule 2) will apply to Offers made Shares which may be utilised for “scheme”) , as laid before the reference to the “Company”. As a corporate actions, as the scheme may be adjusted in before October 2014. This has the purposes of the scheme. In this regard, meeting, with effect from the date result of the amendment of the discretion to make certain circumstances in a effect that the trust will in future no the trust deed currently states that the of this resolution. definition of “Company” the adjustments to awards and manner as certified by the longer be able to grant new Offers (ie it maximum number of Shares available Reason for and effect of definition of “Board” will no longer the price attaching to Options/ “Expert”; will only be able to grant new Options). for fresh allocation after 27 August 2010 ordinary resolution 10 refer to the board (or board Offers, as contemplated in (ii) paragraph 12.5 of the current Amending definition of “Affiliate”: The under the scheme and any other share Schedule 14 of the JSE Listings committee) of MIH Services, but paragraphs 26.1 and 26.2 is trust deed, which regulates definition of “Affiliate” will be simplified. incentive scheme of Naspers or of any Requirements (“Schedule 14”) governs instead to the board (or board now granted to the board (or how the maximum number of The term “Employee” is defined with direct or indirect subsidiary of Naspers, share option schemes and share committee) of MIH Internet. This, in board committee) of MIH equity securities for any one reference to the company and its is 40 588 541 Shares. In terms of the incentive schemes involving the issue of turn, effectively results in an Internet, and not MIH Services; participant may be adjusted “Affiliates” and the amended definition proposed amendment, this number will equity securities by issuers to, or for the amendment of the following (b) the term “Employee” (ie persons in certain circumstances in a of “Affiliate” could therefore result in an be reduced to 21 775 553 Shares. benefit of, employees and other provisions of the trust deed: eligible to participate in the manner as certified by the amendment of the definition of Amending the individual limits of Shares persons involved in the business of the (i) paragraph 3.2, which provides scheme) is defined with reference “Expert”; “Employee” (ie persons eligible to relating to awards granted to any one Naspers group (the “group”) and which discretion to the “Board” to (i) to the “Company”. If the group of (iii) paragraph 12.6 of the current participate in the scheme). beneficiary: It is proposed to amend result in a dilution of the shareholding of select Employees to entities currently comprising MIH trust deed, which regulates Amending interpretation provision the individual limits of Shares relating to equity securities holders in the issuer. participate in the scheme, and Services and its “Affiliates” will not how the number of shares regulating extension of periods: Options and Offers granted to any one This includes the issue of equity (ii) determine the awards to be the same as the group of subject to an award, and how Paragraph 2.4 of the trust deed beneficiary. In this regard, the Trust securities from the issuer’s authorised, be granted to such selected entities comprising MIH Internet the price payable in respect previously stated that whenever the last Deed currently states that the trustees but unissued, share capital, as well as Employees with reference to and its “Affiliates”, this will in of such shares, may be day of any period stipulated falls within may not after 27 August 2010, grant to, the use of equity securities held as criteria set by the human substance result in an amendment adjusted in certain a Closed Period (as defined), the or for the benefit of, any one employee, treasury shares. Schedule 14 is resources and remuneration of the definition of “Employee”. In circumstances in a manner as stipulated period will be extended to a Offers and/or Options over more than applicable to the scheme and the trust committee of the “Company”. addition, pursuant to such change certified by the “Expert”; and date 90 days after the expiry of the 12 176 562 Shares in aggregate. In deed. The scheme and the trust deed to the definition of “Employee” the terms of the proposed amendment, the This discretion and ability to (d) as a result of the amendment of Closed Period and any subsequent were originally approved in terms of set criteria will now be leaver provisions of paragraph 21 Closed Period(s), should another trust deed will state that the trustees Schedule 14. of the current trust deed could be the definition of “Company”, a may not (subject to certain adjustments) granted to the board (or change of control of MIH Services Closed Period occur during the 90 day The board of directors (“board”) of MIH board committee) and human triggered in circumstances where extension period. It is proposed that “a grant to, or for the benefit of, any one they would not have been will become irrelevant and, employee, either Options or Offers over Services FZ LLC proposes certain resources and remuneration instead, a change of control of date” in the aforesaid wording be amendments to the scheme and the committee of MIH Internet, triggered had such change to the deleted and replaced with “the first more than 400 000 Shares, either alone definition of “Employee” not been MIH Internet will become relevant or when aggregated with all share trust deed. A summary of the principal and not MIH Services; for purposes of paragraph 27 of business day falling”. This amendment terms of the amendments that require implemented; could in certain circumstances affect a option schemes, share appreciation (ii) paragraph 21.5 of the current the current trust deed, which right schemes, restricted stock plans shareholder approval in terms of trust deed, which regulates (c) “Expert” is defined as being regulates the effect that a change beneficiary’s rights attaching to awards Schedule 14 is set out below. In appointed by the “Board” and (eg this may affect the expiry date of (including the scheme) and any other the rights of participants in the of control (ie takeover) of, amongst share-based incentive schemes of or addition to these amendments, further event of their early departure “Board” is defined with reference others, the “Company” will have the period within which an Option may minor and administrative amendments to the “Company”. The be exercised). applicable to the company and its from the scheme due to on awards. affiliates, that grant awards over will be made to the trust deed. The termination of their amendment of the definition of Removing concept of a security amendments will be effective on and “Company” results in the Removing ability to issue new offers (ie ordinary shares in the capital of employment, as the right to only new options to be issued in future): agreement: Provisions in terms of which Naspers. as from the date on which they are approve more favourable amendment of the definition of a beneficiary may be required to approved by shareholders. “Board” (as set out above) and, as The trust deed currently provides for the treatment, terms or granting of two types of awards to execute a security agreement on Amending the definition of “Company” dispensations to any a result, the person appointed by acceptance of an award under certain the board (or board committee) of defined employees in the group, by replacing MIH Services FZ LLC employee as contemplated in namely: (i) Offers (being offers made circumstances, and related provisions, (“MIH Services”) with MIH Internet paragraph 21.5 is now MIH Internet will be the “Expert” have been deleted, as this is not used and no longer a person appointed to employees to purchase Naspers N Holdings B.V. (“MIH Internet”): It is granted to the board (or ordinary shares (“Shares”) from the trust in practice. This means that a security proposed to amend the definition of board committee) of MIH by the board (or board committee) agreement will in future no longer be of MIH Services. This indirect (“Offers”); and (ii) Options (being “Company” by replacing MIH Services Internet, and not MIH Services; options to employees which, when capable of forming part of the with MIH Internet. Accordingly, the and change in the definition of “Expert” provisions regulating awards. arguably results indirectly in the exercised in respect of Shares to which scheme will be defined with reference the options relate, will result in the sale to MIH Internet, and no longer with amendment of the following provisions of the trust deed: of Shares by the trust to the reference to MIH Services. This results in beneficiaries) (“Options”). It is proposed indirect consequential amendments of that the provisions governing Offers be 125 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notice of annual general meeting continued

Amending period within which Option This ordinary resolution number 10 will The board of directors (“board”) of pursuant to the scheme will not exceed deed. The scheme and the trust deed ordinary shares in the capital of will lapse in the case of Dutch residents: only be effective if passed by a MIH Holdings Proprietary Limited 400 000 Shares either alone or when were originally approved in terms of Naspers. The current Trust Deed provides that an majority of 75% or more of the votes proposes certain amendments to the aggregated with all group schemes Schedule 14. This ordinary resolution number 12 will Option will lapse: cast by all shareholders present or scheme and the trust deed. A summary that grant awards over ordinary shares The board proposes certain only be effective if passed by a (a) to the extent that it is not exercised represented by proxy, excluding any of the principal terms of the in the capital of Naspers. amendments to the scheme and the majority of 75% or more of the votes before the expiry of 5 years and votes exercised in respect of any amendments that require shareholder This ordinary resolution number 11 will trust deed. A summary of the principal cast by all shareholders present or 105 days from the grant date treasury shares held by the group and approval in terms of Schedule 14 is set only be effective if passed by a terms of the amendments that require represented by proxy, excluding any (where the beneficiary is a Dutch any shares held by share schemes of out below. In addition to these majority of 75% or more of the votes shareholder approval in terms of votes exercised in respect of any resident and such time limit, rather the group. amendments, further minor and cast by all shareholders present or Schedule 14 is set out below. In treasury shares held by the group and than a period of 10 years after the The trust deed will be made available administrative amendments will be represented by proxy, excluding any addition to these amendments, further any shares held by share schemes of grant date, is required for taxation for inspection by shareholders during made to the trust deed. The votes exercised in respect of any minor and administrative amendments the group. amendments will be effective on and purposes in the Netherlands) or normal business hours at the treasury shares held by the group and will be made to the trust deed. The The trust deed will be made available before the expiry of 10 years from company’s registered address, as from the date on which they are any shares held by share schemes of amendments will be effective on and approved by shareholders. for inspection by shareholders during the grant date (in the case of all 40 Heerengracht, Cape Town 8001 the group. as from the date on which they are normal business hours at the other beneficiaries); or (contact person Ms Yasmin Abrahams) It is proposed to reduce the aggregate The trust deed will be made available approved by shareholders. company’s registered address, (b) where it has been exercised, but and in Johannesburg at WeWork, number of shares (defined as Class N for inspection by shareholders during It is proposed to reduce the aggregate 40 Heerengracht, Cape Town 8001 the full exercise costs have not The Link, 4th Floor, 173 Oxford Road, ordinary shares in the capital of normal business hours at the number of shares (defined as ordinary (contact person Ms Yasmin Abrahams) been paid before the expiry of 5 Rosebank 2196 (contact person Naspers) (“Shares”) which may be company’s registered address, N-shares in the share capital of and in Johannesburg at WeWork, years and 105 days from the grant Mrs Toni Lutz) or by email at utilised for purposes of the scheme. In 40 Heerengracht, Cape Town 8001 Naspers which have been or will be The Link, 4th Floor, 173 Oxford Road, date (where the beneficiary is a [email protected] for a period of this regard, the trust deed currently (contact person Ms Yasmin Abrahams) issued by Naspers or such other shares Rosebank 2196 (contact person Dutch resident and such time limit, not less than fourteen (14) days prior to states that the maximum number of and in Johannesburg at WeWork, that Naspers may issue from time to Mrs Toni Lutz) or by email at rather than a period of 10 years the annual general meeting. Shares available for use under the The Link, 4th Floor, 173 Oxford Road, time and any other shares that may be [email protected] for a period of after the grant date, is required for scheme, together with the aggregate Rosebank 2196 (contact person substituted for such shares) (“Shares”) not less than fourteen (14) days prior to 11. To approve amendments to the trust taxation purposes in the number of Shares to be used for the Mrs Toni Lutz) or by email at which may be utilised for purposes of the annual general meeting. deed of the MIH Holdings Share Trust Netherlands) or before the expiry purpose of any other share incentive [email protected] for a period of the scheme. In this regard, the trust (the “trust deed”) and the share of 10 years from the grant date (in schemes by Naspers or any direct or not less than fourteen (14) days prior to deed currently states that the maximum 13. To place the authorised but scheme envisaged by such trust deed the case of all other beneficiaries). indirect subsidiary of Naspers, may not the annual general meeting. number of Shares available for fresh unissued share capital of the company (the “scheme”), as laid before the be more than 40 588 541 Shares. In under the control of directors and to In terms of the proposed amendments, allocation after 27 August 2010 under meeting, with effect from the date of terms of the proposed amendment, the 12. To approve amendments to the trust the scheme and any other share grant, until the conclusion of the next the specific references to Dutch this resolution. trust deed will state that the maximum deed of the Naspers Share Incentive annual general meeting of the residents will be removed and both incentive scheme of Naspers or of any Reason for and effect of number of Shares available for fresh Trust (the “trust deed”) and the share company, an unconditional authority to provisions will refer to a period of 10 direct or indirect subsidiary of Naspers, ordinary resolution 11 allocation after 27 August 2010 to scheme envisaged by such trust deed directors to allot and issue at their years for all beneficiaries. is 40 588 541 Shares. In terms of the Schedule 14 of the JSE Listings employees under the scheme and (the “scheme”), as laid before the proposed amendment, this number will discretion (but subject to the provisions Amending period within which Requirements (“Schedule 14”) governs any other share incentive scheme meeting, with effect from the date of be reduced to 21 775 553 Shares. of the Act and the JSE Listings purchase price in respect of Offers of Naspers or of any direct or this resolution. Requirements, and the rules of any share option schemes and share Furthermore, it is proposed to amend must be paid in the case of Dutch indirect subsidiary of Naspers, other exchange on which the shares of incentive schemes involving the issue of Reason for and effect of the individual limit of Shares relating to residents: The current Trust Deed is 21 775 553 Shares. the company may be quoted or listed equity securities by issuers to, or for the ordinary resolution 12 options and offers made to any one provides that all amounts owing by a from time to time, and the benefit of, employees and other Furthermore, it is proposed to amend Schedule 14 of the JSE Listings participant under the scheme. In this beneficiary for their scheme Shares and memorandum of incorporation of the persons involved in the business of the the individual limit of Shares relating to Requirements (“Schedule 14”) governs regard, the trust deed currently states linked assets pursuant to an Offer must company), the unissued shares of the Naspers group (the “group”) and which options and offers made to any one share option schemes and share that the number of scheme shares to be paid not later than 5 years and 105 company, on such terms and conditions result in a dilution of the shareholding of employee under the scheme. In this incentive schemes involving the issue of which any single participant is entitled days after the grant date (where a and to such persons, whether they equity securities holders in the issuer. regard, the trust deed currently states equity securities by issuers to, or for the in terms of the scheme, will with effect beneficiary is a Dutch resident and such be shareholders or not, as the directors This includes the issue of equity that the number of scheme shares in benefit of, employees and other from 27 August 2010 not exceed time limit, rather than a period of 10 in their discretion deem fit. securities from the issuer’s authorised, respect of which any one employee will persons involved in the business of the 12 176 562 Shares of Naspers’s issued years after the grant date, is required but unissued, share capital, as well as be entitled to accept an offer or offers Naspers group (the “group”) and which for taxation purposes in the share capital. In terms of the proposed the use of equity securities held as and/or exercise an option or options result in a dilution of the shareholding of amendment, the trust deed will state Netherlands) or not later than 10 years treasury shares. Schedule 14 is pursuant to the scheme will not exceed equity securities holders in the issuer. after the grant date (in the case of all that the number of Shares to which any applicable to the scheme and the trust 12 176 562 Shares. In terms of the This includes the issue of equity single participant is entitled in terms of other beneficiaries). In terms of the deed. The scheme and the trust deed proposed amendment, the trust deed securities from the issuer’s authorised, proposed amendments, the specific the scheme, will not exceed 400 000 were originally approved in terms of will state that the number of Shares in but unissued, share capital, as well as Shares either alone or when reference to Dutch residents will be Schedule 14. respect of which any one employee will the use of equity securities held as removed and a period of 10 years will aggregated with all Naspers group be entitled to accept an offer or offers treasury shares. Schedule 14 is schemes that grant awards over apply to all beneficiaries. and/or exercise an option or options applicable to the scheme and the trust 126 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

14. Subject to a minimum of 75% of Special resolutions The reason for and effect of special company or a related or interrelated the votes of shareholders of the The special resolutions set out below require the support of at least 75% of votes exercised by resolution numbers 1.1 to 1.13 is to company, pursuant to the company present in person or by shareholders present or represented by proxy at the annual general meeting to be adopted. grant the company the authority to pay administration and implementation of proxy at the annual general meeting remuneration to its directors for their the Naspers group share-based and entitled to vote, voting in favour, Special resolutions numbers 1.1 to 1.13 services as directors. incentive schemes, in each instance on the directors be and are hereby At the annual general meeting on 23 August 2019, shareholders approved an increase of up to the terms applicable to the Naspers authorised to allot and issue unissued 5% year on year for fees for directors, the chair of the board, committee members, the chairs of Each of the special resolution numbers group share-based incentive scheme shares of a class of shares already in committees and trustees of group share schemes and other personnel fund for the year ended 1.1 to 1.13, in respect of the proposed in question; and (ii) be limited, in issue in the capital of the company 31 March 2021. Given the impact of Covid-19, the board decided not to increase fees for the 31 March 2022 remuneration, will be respect of directors and prescribed (and/or options in respect of shares 31 March 2021 financial year, but to seek approval from shareholders to defer their previous considered by way of a separate vote. officers, to financial assistance in or securities convertible into shares) decision and apply it to the 31 March 2022 financial year. relation to the acquisition of securities for cash as the opportunity arises and Special resolution number 2 as contemplated in (i). as the directors in their discretion Accordingly, approval of the remuneration of non-executive directors for the year ending That the board may authorise the deem fit, subject to the JSE Listings 31 March 2022 of up to a 5% increase on fees earned for the 31 March 2020 financial year company to generally provide any The reason for and effect of special Requirements (as amended from time is being sought as follows: financial assistance in the manner resolution number 2 is to authorise the to time, and subject to any rulings or contemplated in and subject to directors generally to approve the 31 March 2022(1) 31 March 2022(1) dispensations granted by the compliance with the requirements of provision of financial assistance by the (total proposed fee payable (proposed amount payable the memorandum of incorporation of JSE Limited), which currently include, by Naspers and Prosus) by Naspers) company to the potential recipients as among others: the company and the provisions of set out in the resolution. 1. Chair(2) 2.5 times member US$156 973 section 44 of the Act to a director or • This authority will not endure beyond prescribed officer of the company or Special resolution number 3 the earlier of the next annual general 2. Member US$209 297 US$62 789 of a related or interrelated company That the company, as authorised by meeting of the company or beyond or corporation (irrespective of where the board, may generally provide, in fifteen (15) months from the date of All members: Daily fees when travelling to and attending meetings US$3 500 US$1 050 any such entity may be incorporated), terms of and subject to compliance the passing of this resolution. outside home country subject to (ii) below, or to a related or with the requirements of the • That a paid press announcement interrelated company or corporation, memorandum of incorporation of the giving full details, including intended Committees or to a member or shareholder of a company and the provisions of section use of the funds, will be published at related or interrelated company or 45 of the Act, any direct or indirect the time of any issue representing, on 3. Audit committee Chair 2.5 times member US$38 675 corporation, pursuant to the authority financial assistance to a related or a cumulative basis within one year, 4. Member US$51 566 US$15 470 hereby conferred upon the board for interrelated company or corporation, 5% or more of the number of shares these purposes by the shareholders. or to a shareholder of a related or of that class in issue prior to the issue. 5. Risk committee Chair 2.5 times member US$22 972 This authority shall: (i) include and also interrelated company or corporation • The aggregate issue of any particular apply to the granting of financial (irrespective of where any such entity class of shares in any financial year 6. Member US$30 629 US$9 189 assistance to the Naspers share may be incorporated), pursuant to the will not exceed 5% of the issued Human resources and remuneration 7. Chair 2.5 times member US$27 245 incentive scheme, the other existing authority hereby conferred upon the number of that class of shares committee group share-based incentive schemes board for these purposes. (including securities that are 8. Member US$36 236 US$10 898 (details of which appear on pages 148 compulsorily convertible into shares of and 149 in the annual financial The reason for and effect of special that class on the date of this notice). 9. Nomination committee Chair 2.5 times member US$14 648 statements) and such group resolution number 3 is to authorise the • That in determining the price at which share-based incentive schemes that directors generally to approve the 10. Member US$19 530 US$5 859 an issue of shares will be made in are established in future (collectively provision of financial assistance by the terms of this authority, the discount at Social, ethics and sustainability 11. Chair 2.5 times member US$20 104 the Naspers group share-based company to the potential recipients as which the shares may be issued (if committee incentive schemes) and participants set out in the resolution. applicable), may not exceed 10% of 12. Member US$26 805 US$8 042 thereunder (which may include the weighted average traded price of directors, future directors, prescribed the shares in question, as determined Other officers and future prescribed officers over the thirty (30) business days prior Trustee of group share schemes/ of the company or of a related or 13. R56 448 to the date that the price of the issue other personnel funds R16 934 interrelated company) (participants) for is determined. the purpose of, or in connection with, • That the shares will only be issued to (1) In the 2020 financial year, following the listing of Prosus on Euronext Amsterdam as a primary listing and on the JSE Limited, the subscription of any option, or any ‘public shareholders’ as defined in the as a secondary listing, Naspers non-executive directors now serve on the boards of both Naspers and Prosus. As a result securities, issued or to be issued by JSE Listings Requirements, and not to of the non-executive directors assuming these dual responsibilities, going forward, the proposed fees will be split between Naspers and Prosus, on a 30/70 basis. the company or a related or related parties. (2) The chair of Naspers does not receive additional remuneration for attending meetings, or being a member of or chairing interrelated company, or for the any committee of the board. purchase of any securities of the 127 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notice of annual general meeting continued

Special resolution number 4 • In determining the price at which general authority, will ensure that for a The directors have no specific mechanism is implemented; and The company will comply with the That the company or any of its present N ordinary shares issued by the period of twelve (12) months after the intention, at present, for the company (ii) 10% above the spot price of the applicable provisions of the Act and or future subsidiaries be and are company are acquired by it or any of date of the notice of the annual to repurchase any of its N ordinary N ordinary shares on the date on the JSE Listings Requirements prior to hereby authorised to acquire N its subsidiaries in terms of this general general meeting: shares, but believe that such a general which the structured repurchase implementing any repurchase in terms ordinary shares issued by the authority, the maximum premium at authority should be put in place in mechanism is implemented (Specific of the Specific Repurchase company from any person (including which such N ordinary shares may be • The company and the group will be case an opportunity presents itself Repurchase Authorisation). Any Authorisation. In particular, the board any director or prescribed officer of acquired will not exceed 10% of the able, in the ordinary course of during the year, which is in the best repurchase under the Specific will comply with the applicable the company or any person related to weighted average of the market business, to pay their debts. interests of the company and its Repurchase Authorisation will be requirements of section 48 of the Act any director or prescribed officer of value at which such N ordinary shares • The assets of the company and the shareholders. implemented on such terms and read with section 4 of the Act and the the company on such terms and are traded on the JSE as determined group will exceed the liabilities of the conditions as may be determined by board will, in its approval of any conditions as may be determined by over the five (5) business days company and the group. The reason for and effect of special the directors from time to time, subject repurchase that is to be implemented the directors from time to time, subject immediately preceding the date of • The company and the group’s resolution number 4 is for shareholders to compliance with the applicable under the Specific Repurchase to compliance with the applicable repurchase of such N ordinary shares ordinary share capital, reserves and to grant the company the general requirements of the memorandum of Authorisation, confirm that: requirements of the memorandum of by the company or any of its working capital will be adequate for authority in terms of the Act and incorporation of the company, the Act incorporation of the company, the subsidiaries. ordinary business purposes. JSE Listings Requirements for the and the JSE Listings Requirements , • The company and the Naspers group • At any point, the company may only acquisition by the company, or any which currently include the following: will be able in the ordinary course of provisions of the Act and of the Additional information on the following appoint one agent to effect any present or future subsidiary of the business to pay their debts for a JSE Listings Requirements. It is appears in the integrated annual repurchase on its behalf. company, of the company’s issued • Authorisation for the repurchase is period of twelve (12) months after the recorded that the company or a report and in the annual financial • The company and/or its subsidiaries N ordinary shares. given by the company’s date of any such board approval. subsidiary may only make a general statements, and is provided in terms of may not repurchase any N ordinary memorandum of incorporation. • The assets of the company and the repurchase of N ordinary shares in the the JSE Listings Requirements for shares during a prohibited period as Special resolution number 5 • If the company has announced that Naspers group will be in excess of company subject to the following purposes of the general authority: (which reflects the current requirements defined by the JSE Listings That the company or any of its present it will make a specific repurchase, it the liabilities of the company and under the JSE Listings Requirements): Requirements, unless a repurchase or future subsidiaries be and is hereby must pursue the proposal, unless the the Naspers group for a period of • Major shareholders. specifically authorised, for a period JSE permits the company not to twelve (12) months after the date programme is in place where dates • Share capital of the company. • Any such acquisition of N ordinary and quantities of shares to be traded until the earlier of the next annual do so. of any such board approval. general meeting or fifteen (15) months shares will be effected through the during the prohibited period are Directors’ responsibility statement • The company or a subsidiary may not • The share capital and reserves of from the date of adoption of this order book operated by the JSE fixed, and full details of the The directors, whose names appear in repurchase securities during a the company and the Naspers group resolution, to acquire up to 10% of the trading system and done without any programme have been submitted to the integrated annual report, prohibited period (as defined in the will be adequate for ordinary number of issued N ordinary shares as prior understanding or arrangement the JSE in writing prior to the start of collectively and individually accept full JSE Listings Requirements) unless they business purposes for a period of at the date hereof (being 43 551 105), between the company and the the prohibited period. The company responsibility for the accuracy of the have in place a repurchase twelve (12) months after the date through structured repurchase counterparty. will instruct an independent third information pertaining to this special programme where the dates and of any such board approval. mechanisms implemented by or on • This general authority will be valid party, which makes its investment resolution number 4 and certify that, to quantities of securities to be traded • The working capital of the company behalf of the company or any of its until the earliest of the company’s decisions in relation to the company’s the best of their knowledge and belief, during the relevant period are fixed and the Naspers group will be present or future subsidiaries, including next annual general meeting, or a securities independently of, and there are no facts that have been (not subject to any variation) and adequate for ordinary business through a modified Dutch auction period not exceeding fifteen (15) uninfluenced by, the company, prior to omitted that would make any have been submitted to the JSE in purposes for a period of twelve (12) process and/or reverse bookbuild months from the date of the passing the commencement of the prohibited statement false or misleading, and writing prior to the commencement of months after the date of any such process (as described below), from of this special resolution. period to execute the repurchase that all reasonable enquiries to the prohibited period. The company board approval. holders of N ordinary shares at the • An announcement will be published programme submitted to the JSE. ascertain such facts have been made must instruct an independent third time of implementing any such Additional information in respect of the as soon as the company or any of its • Authorisation for the repurchase is and that special resolution number 4 party, which makes its investment repurchase (including any director or major shareholders, share capital of subsidiaries have acquired N given by the company’s contains all information required by the decisions in relation to the issuer’s prescribed officer of the company or the company and directors’ interests in ordinary shares constituting, on a memorandum of incorporation. applicable JSE Listings Requirements. securities independently of, and cumulative basis, 3% of the number of any person related to any director or uninfluenced by, the company, prior to the company appear in the integrated N ordinary shares in issue prior to the A resolution, having been passed by prescribed officer of the company) but the commencement of the prohibited annual report and annual financial Material changes statements of the company and is acquisition, pursuant to which the the board, authorising the repurchase, Other than the facts and not exclusively from a single Naspers period to execute the repurchase aforesaid 3% threshold is reached, and confirming that the company and shareholder or related party (as programme submitted to the JSE. provided in terms of the JSE Listings developments disclosed in the Requirements for purposes of the and for each 3% in aggregate its subsidiaries passed the solvency integrated annual report and annual envisaged in the JSE Listings acquired thereafter, containing full and liquidity test and that, from the Requirements) at a price to be Specific Repurchase Authorisation. The financial statements, except for the company has not incurred any details of such acquisitions. time that the test was done, there have purposes of the group’s share-based determined through such structured • Acquisitions of N ordinary shares in been no material changes to the repurchase mechanisms but which preliminary expenses as envisaged in incentive schemes, there have been the JSE Listings Requirements in aggregate in any one financial year financial position of the group. Before no material changes in the affairs or price shall not exceed the higher of: may not exceed 20% of the the general repurchase is effected, (i) 10% above the weighted average relation to the Specific Repurchase financial position of the company and Authorisation as at the date hereof. company’s N ordinary issued share the directors, having considered its subsidiaries between the date of of the market value of the N ordinary capital as at the date of the passing the effects of the repurchase of the signature of the audit report to the shares for the five (5) trading days of this special resolution. maximum number of N ordinary date of this notice. immediately preceding the date on shares in terms of the foregoing which the structured repurchase 128 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notice of annual general meeting continued

Material changes the company announcing the ambit of Material changes Other than the facts and any proposed structured repurchase, Other than the facts and developments reported on in the including the number of N ordinary developments reported on in the integrated annual report and annual shares to be acquired in terms of integrated annual report and annual financial statements, except for the such structured repurchase within the financial statements, except for the purposes of the group’s share-based parameters set in the Specific purposes of the group’s share-based incentive schemes, there have been Repurchase Authorisation. The incentive schemes, there have been no material changes in the affairs or structured repurchase will then be no material changes in the affairs or financial position of the company and open for a period of time for all financial position of the company and its subsidiaries since the date of holders of N ordinary shares to tender its subsidiaries since the date of signature of the audit report and up to shares in terms of the structured signature of the audit report and up the date of this notice. repurchase proposed, which offer to the date of this notice. period will be open for sufficient time Directors’ responsibility statement to allow all holders of N ordinary Ordinary resolution The directors, whose names appear in shares to participate in the structured 15. Each of the directors of the the list of directors contained in the repurchase. Thereafter, a clearing company or the company secretary integrated annual report, collectively price will be determined by the is hereby authorised to do all things, and individually accept full company for any such structured perform all acts and sign all responsibility for the accuracy of the repurchase having regard to tenders documentation necessary to effect the information pertaining to this special received that allows the company to implementation of the ordinary and resolution number 5 and certify that, to acquire the number of N ordinary special resolutions adopted at the the best of their knowledge and belief, shares proposed to be repurchased. annual general meeting. there are no facts that have been The Specific Repurchase Authorisation omitted that would make any is separate from and in addition to Other business statement false or misleading, and the general authority proposed for To transact such other business as that all reasonable enquiries to approval in special resolution number may be transacted at an annual ascertain such facts have been made 5 and any repurchase made under general meeting. and that special resolution number 5 this Specific Repurchase Authorisation By order of the board contains all information required by the (if granted) will not affect any authority applicable JSE Listings Requirements. granted under special resolution number 5. The reason for and effect of special resolution number 5 is to grant the Special resolution number 6 company the authority, in terms of the That the company or any of its JSE Listings Requirements and the Act, present or future subsidiaries be and as applicable, to acquire N ordinary are hereby authorised to acquire A shares through structured mechanisms ordinary shares issued by the on an expedited basis (despite the company from any person (including Specific Repurchase Authorisation any director or prescribed officer of being valid until the earlier of the next the company or any person related to G Kisbey-Green annual general meeting or fifteen any director or prescribed officer of Company secretary (15) months from the date of adoption the company), in terms of and subject of the resolution) including through a to compliance with the requirements 29 June 2020 modified Dutch auction process and/ of the memorandum of incorporation Cape Town or a reverse bookbuild process. The of the company and the provisions Specific Repurchase Authorisation is of the Act. intended to provide the company with additional flexibility and thus enable The reason for and effect of special the board to drive shareholder value. resolution number 6 is for shareholders Should the board determine to to grant the company the authority in implement any structured repurchase terms of the Act for the acquisition by in terms of the Specific Repurchase the company, or any present or future Authorisation, any structured subsidiary of the company, of the repurchase implemented will involve company’s A ordinary shares. 129 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Form of proxy

Incorporated in the Republic of South Africa Registration number: 1925/001431/06 In favour of Against Abstain JSE share code: NPN ISIN: ZAE000015889 LSE share code: NPSN ISIN: US 6315122092 (Naspers or the company) 5. To re-elect the following directors: 5.1 D G Eriksson 106th annual general meeting of shareholders For use by holders of certificated shares or ‘own name’ dematerialised shareholders at the 106th annual general 5.2 M R Sorour meeting of shareholders of the company to be held (subject to any adjournment or postponement) on Friday 5.3 E M Choi 21 August 2020 at 14:00 (SAST). The annual general meeting with be held entirely by electronic communication. 5.4 R C C Jafta 6. Appointment of the following audit committee members: I/We (please print) 6.1 D G Eriksson of 6.2 R C C Jafta being a holder of certificated shares or 6.3 M Girotra

‘own name’ dematerialised votes, hereby appoint 6.4 S J Z Pacak shares of Naspers and entitled to (see note 1) 7. To endorse the company’s remuneration policy 8. To endorse the implementation report of the remuneration report 1. or, failing him/her, To approve amendments to the trust deed constituting the 9. 2. or, failing him/her, Naspers Restricted Stock Plan Trust and the share scheme

3. the chair of the annual general meeting as my/our proxy to act for me/us at the To approve amendments to the consolidated deed constituting annual general meeting, which will be held (subject to any adjournment or 10. the MIH Services FZ LLC Share Trust and the share scheme postponement) on Friday 21 August 2020 at 14:00 (SAST) (entirely through electronic envisaged by such trust deed communication) for the purpose of considering and, if deemed fit, passing, with To approve amendments to the consolidated deed constituting or without amendment, the resolutions to be proposed thereat and at each 11. the MIH Holdings Share Trust and the share scheme envisaged adjournment or postponement, and to vote for or against the resolutions and/or by such trust deed abstain from voting in respect of the shares in the issued share capital of the company registered in my/our name(s) (see note 2) as follows: To approve amendments to the consolidated deed constituting 12. the Naspers Share Incentive Trust and the share scheme envisaged by such trust deed Approval of general authority placing unissued shares under the 13. In favour of Against Abstain control of the directors Ordinary resolutions 14. Approval of general issue of shares for cash 1. Acceptance of annual financial statements Authorisation to implement all resolutions adopted at the annual 15. general meeting 2. Confirmation and approval of payment of dividends Special resolution number 1 3. Reappointment of PricewaterhouseCoopers Inc. as auditor Approval of the remuneration of the non-executive directors To confirm the appointment of the following persons as 4. non-executive directors: Proposed financial year 31 March 2022: 4.1 M Girotra 1.1 Board: Chair 4.2 Y Xu 1.2 Board: Member 130 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Form of proxy continued Notes to the form of proxy

1. The following provisions apply to proxies: In favour of Against Abstain 1.1 A shareholder of the company may appoint any individual (including an individual who is not a 1.3 Audit committee: Chair shareholder of the company) as a proxy to participate in, speak and vote at the annual general meeting of the company. 1.4 Audit committee: Member 1.2 A shareholder may appoint two or more persons concurrently as proxies and may appoint more 1.5 Risk committee: Chair than one proxy to exercise voting rights attached to different securities held by the shareholder. 1.3 A proxy instrument must be in writing, dated and signed by the shareholder. 1.6 Risk committee: Member 1.4 A proxy may delegate the proxy’s authority to act on behalf of the shareholder to another 1.7 Human resources and remuneration committee: Chair person, subject to any restrictions set out in the instrument appointing the proxy. 1.8 Human resources and remuneration committee: Member 1.5 A copy of the instrument appointing a proxy must be delivered to the company, or to any other person on behalf of the company, before the proxy exercises any rights of the shareholder at the 1.9 Nomination committee: Chair annual general meeting. 1.6 Irrespective of the form of instrument used to appoint the proxy: (i) if the appointment is 1.10 Nomination committee: Member suspended at any time and to the extent that the shareholder chooses to act directly and in 1.11 Social, ethics and sustainability committee: Chair person in exercising any rights as a shareholder; (ii) the appointment is revocable unless the proxy appointment expressly states otherwise; and (iii) if the appointment is revocable, a 1.12 Social, ethics and sustainability committee: Member shareholder may revoke the proxy appointment by cancelling it in writing or making a later inconsistent appointment of a proxy and delivering a copy of the revocation instrument to the 1.13 Trustees of group share schemes/other personnel funds proxy and the company. Special resolution number 2 1.7 The proxy is entitled to exercise, or abstain from exercising, any voting right of the shareholder without direction, except to the extent that the memorandum of incorporation of the company, or Approve generally the provision of financial assistance the instrument appointing the proxy, provides otherwise. in terms of section 44 of the Act 2. A certificated or ‘own name’ dematerialised shareholder may insert the names of two Special resolution number 3 alternative proxies of their choice in the space provided, deleting “the chair of the annual general meeting”. The person whose name appears first on the form of proxy and whose name Approve generally the provision of financial assistance has not been deleted and who attends the meeting, will be entitled and authorised to act as in terms of section 45 of the Act proxy to the exclusion of those whose names follow. Special resolution number 4 3. A shareholder’s instructions to the proxy must be indicated by that shareholder in the appropriate space provided, failing which the proxy will not be entitled to vote at the annual General authority for the company or its subsidiaries general meeting in respect of the shareholder’s votes exercisable at that meeting, provided to acquire N ordinary shares in the company where the proxy is the chair, failure to so comply will be deemed to authorise the chair to vote in Special resolution number 5 favour of the resolutions. 4. A shareholder may appoint a proxy at any time. For practical purposes, forms of proxy in Granting the Specific Repurchase Authorisation respect of holders of Naspers N ordinary shares must be lodged at or posted to The Meeting Specialist Proprietary Limited, JSE Building, One Exchange Square, Gwen Lane, Sandown 2196 Special resolution number 6 or PO Box 62043, Marshalltown 2107 or [email protected] or the transfer secretaries of General authority for the company or its subsidiaries the company, Link Market Services South Africa Proprietary Limited, 13th Floor, 19 Ameshoff to acquire A ordinary shares in the company Street, Braamfontein 2001 or PO Box 10462, Johannesburg 2000. Forms of proxy in respect of holders of Naspers A ordinary shares must be lodged at or posted to the registered office of and generally to act as my/our proxy at the said annual general meeting. (Tick whichever is applicable. If no the company, 40 Heerengracht, Cape Town 8001 or PO Box 2271, Cape Town 8000 or indication is given, the proxy holder will be entitled to vote or to abstain from voting as the proxy holder deems fit.) [email protected]. Forms of proxy lodged in this manner are to be received by not later than 14:00 (SAST) on Wednesday 19 August 2020, or such later date if the annual general meeting is postponed to allow for processing of such proxies. All other proxies must be handed to the company secretary prior to the start of the meeting. Signed at...... on this...... day of...... 2020

Signature...... Assisted by (where applicable)...... 131 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the form of proxy continued

5. The completion and lodging of this form of proxy will not preclude the certificated shareholder or ‘own name’ dematerialised shareholder from attending the annual general meeting and TO BE COMPLETED BY SHAREHOLDERS WHO WISH TO PARTICIPATE ELECTRONICALLY IN THE NASPERS ANNUAL speaking and voting in person at the meeting to the exclusion of any appointed proxy. GENERAL MEETING 6. An instrument of proxy will be valid for any adjournment or postponement of the annual general meeting, as well as for the meeting to which it relates, unless the contrary is stated therein, but The annual general meeting will not be used at the resumption of an adjourned annual general meeting if it could not have • Shareholders or their proxies who wish to participate in the annual general meeting via electronic been used at the annual general meeting from which it was adjourned for any reason other communication (participants), must deliver the form below (the application) to TMS Proprietary Limited via email than that it was not lodged timeously for the meeting from which the adjournment took place. to [email protected] • Participants will be able to vote during the annual general meeting through an electronic participation platform. 7. A vote cast or act done in accordance with the terms of a form of proxy will be deemed to be Such participants, should they wish to have their vote(s) counted at the annual general meeting, must provide valid despite: TMS Proprietary Limited with the information requested below. • the death, insanity, or any other legal disability of the person appointing the proxy, or • Each shareholder, who has complied with the requirements below, will be contacted between Tuesday, • revocation of the proxy, or 11 August 2020 and Friday, 21 August 2020 via email/mobile phone with a unique link to allow them to • transfer of a share for which the proxy was given, unless notice on any of the above- participate electronically in the annual general meeting. mentioned matters has been received by the company at its registered office or by the • The cost of the participant’s phone call or data usage will be at his/her own expense and will be billed chair of the annual general meeting at the place of the annual general meeting, if not held separately by his/her own telephone service provider. at the registered office, before the commencement or resumption (if adjourned) of the • The cut-off time, for administrative purposes, to participate electronically in the annual meeting will be annual general meeting at which the vote was cast or the act was done or before the poll 14:00 (SAST) on Tuesday, 11 August 2020. on which the vote was cast. • The participant’s unique link will be forwarded to the email/mobile phone number provided below. 8. The chair may reject or accept any form of proxy which is completed other than in accordance • Should a participant experience any issue with the electronic communication during the annual general meeting, with these instructions, provided that in the event of acceptance, the chair is satisfied as to the they should contact Farhana Adam on +27 (0)84 433 4836 or Michael Wenner on +27 (0)61 440 0654 to assist them. manner in which a shareholder wishes to vote. 9. If the shareholding is not indicated on the form of proxy, the proxy will be deemed to be Application form authorised to vote the total shareholding registered in the shareholder’s name. 10. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by Name and surname of shareholder...... the company secretary or waived by the chair. 11. A minor must be assisted by his/her parent or guardian unless the relevant documents Name and surname of shareholder representative (If applicable)...... establishing his/her legal capacity are produced or have been registered by the company secretary. ID number......

Email address......

Mobile phone number......

Telephone number......

Name of CSDP or broker (if applicable)......

(If shares are held in dematerialised format)......

SCA number or broker account number......

Number of shares......

Signature......

Date...... 132 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Notes to the form of proxy continued Shareholder and corporate information

Terms and conditions for participation at the Naspers annual general meeting via electronic communication • The cost of electronic participation at the annual general meeting including dialling in using a telecommunication Administration and ADR programme line/webcast/web-streaming to participate in the annual general meeting is for the expense of the participant Bank of New York Mellon maintains a Global and will be billed separately by the participant’s own telephone service provider. corporate information BuyDIRECTSM plan for Naspers Limited. • The participant acknowledges that the electronic communication and/or services, including telecommunication lines/webcast/web-streaming are provided by a third party and indemnifies Naspers, JSE Limited and TMS For additional information, visit Bank of New York Proprietary Limited against any loss, injury, damage, penalty or claim arising in any way from the use or Company secretary Mellon’s website at www.globalbuydirect.com or possession of the electronic communication and/or services, including telecommunication lines/webcast/ Gillian Kisbey-Green call Shareholder Relations at 1-888-BNY-ADRS web-streaming, whether or not caused by any act or omission on the part of the participant or anyone else. In WeWork or 1-800-345-1612 or write to: particular, but not exclusively, the participant hereby irrevocably and conditionally confirms and acknowledges The Link that he/she will have no claim against Naspers, JSE Limited and TMS Proprietary Limited, whether for damages 173 Oxford Road Bank of New York Mellon or otherwise (whether on a direct or indirect basis), arising from, in relation to or in connection with the use of Rosebank 2196 Shareholder Relations Department – the electronic communication and/or services including the use of the telecommunication lines/webcast/ South Africa Global BuyDIRECTSM web-streaming or any defect in it or from total or partial failure of the electronic communication and/or services, [email protected] Church Street Station including the telecommunication lines/webcast/web-streaming and connections linking the telecommunication PO Box 11258, New York, lines/webcast/web-streaming to the annual general meeting. Registered office NY 10286-1258 • Participants will be able to vote during the annual general meeting through an electronic participation platform. 40 Heerengracht USA Such participants, should they wish to have their vote(s) counted at the annual general meeting, must act in Cape Town 8001 accordance with the requirements set out above. South Africa Sponsor • Once the participant has received the link, the onus to safeguard this information remains with the participant. PO Box 2271 Investec Bank Limited • The application will only be deemed successful if this application form has been completed and fully signed by Cape Town 8000 (Registration number: 1969/004763/06) the participant and emailed to TMS Proprietary Limited at [email protected]. South Africa PO Box 785700 Tel: +27 (0)21 406 2121 Sandton 2146 Fax: +27 (0)21 406 3753 South Africa Tel: +27 (0)11 286 7326 Shareholder name:...... Registration number Fax: +27 (0)11 286 9986 1925/001431/06 Incorporated in South Africa Attorneys Signature:...... Werksmans Inc. Auditor PO Box 1474 PricewaterhouseCoopers Inc. Cape Town 8000 South Africa Date:...... Transfer secretaries Link Market Services South Africa Proprietary Limited Webber Wentzel (in alliance with Linklaters) (Registration number: 2000/007239/07) PO Box 61771 PO Box 10462 Marshalltown Johannesburg 2000 Johannesburg 2107 South Africa South Africa Tel: +27 (0)86 140 0110/+27 (0) 11 029 0253 Investor relations For the purpose of holding a virtual Eoin Ryan annual general meeting [email protected] The Meeting Specialist Proprietary Limited Tel: +1 347-210-4305 JSE Building One Exchange Square Gwen Lane Sandown 2196 (PO Box 2043, Marshalltown 2107) [email protected] Tel: +27 11 520 7951/0/2 133 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Analysis of shareholders and shareholders’ diary

Analysis of N ordinary shareholders The following shareholders hold 5% and more of the N ordinary issued share capital of the company: Shareholders’ diary

Number of Number of Annual general meeting August Number of N ordinary % of N ordinary N ordinary Size of holdings shareholders shares owned Name shares held shares owned Reports 1 – 100 shares 56 626 1 885 032 Public Investment Corporation of South Africa 13.84% 60 257 921 Interim for half-year to September November 101 – 1 000 shares 22 244 6 724 889 Naspers share price and trade volume for FY20 Announcement of annual results June 1 001 – 5 000 shares 3 270 7 103 898 Annual financial statements June 5 001 – 10 000 shares 666 4 837 379 Dividend More than 10 000 shares 1 629 414 959 860 Declaration August 84 436 435 511 058 Payment November GEOGRAPHIC DISPERSION SHAREHOLDER TYPES Financial year-end March

% % South Africa 43 Foreign institutions 51 UK 13 Domestic institutions 31 aspers share prices in cents olume trae Europe (excluding UK) 7 Private stakeholders/investors 6 North America 27 Employees, etc 3 Public shareholder spread (N ordinary shares) Asia 6 Domestic brokers 3 To the best knowledge of the directors, the spread of public shareholders under section 4.25 of the JSE Listings Requirements at 31 March 2020 was 96.68%, represented by 84 424 shareholders Rest of the World 1 Other 3 holding 421 058 516 N ordinary shares in the company. The non-public shareholders of the company Unknown 3 Unknown 3 comprising 12 shareholders representing 14 452 542 N ordinary shares are analysed as follows:

Number of % of N ordinary Category N ordinary shares issued share capital

Naspers share-based incentive schemes 2 831 289 0.65

Directors 6 919 447 1.59

Group companies 4 701 806 1.08 134 Naspers integrated annual report 2020 Group overview Performance review Sustainability review Governance Financial statements Further information

Naspers voting control structure

Aim Structure A majority of A class ordinary shares is held by two companies that together comprise the control structure of Naspers. The aim of the Naspers voting control The issued share capital of Naspers The effective voting interests of these two companies are shown in this diagram: structure is to ensure the continued comprises two classes of shares: independence of the group. When entering foreign countries in the broad • N class ordinary shares, that have media or communications spheres, one vote per share and are listed and when dealing with regulators, it on the JSE Limited’s stock exchange is critical that we give an assurance (JSE). As at 31 March 2020 there are 6.11% Keeromstraat(1) 49% of our continuity of identity: in other 435 511 058 N ordinary shares in Nasbel(2) Heemstede(3) issue. words, that we will not, after we have 0.39% entered a territory or secured a • Unlisted A class ordinary shares, that licence, be taken over by unknown have 1 000 votes per share, but have entities with whom the country or relatively insignificant economic regulator may be uncomfortable. We participation. (The dividends declared believe that this assurance of to A ordinary shareholders are equal 33.82% independence and continuity is critical to one fifth of the dividends per share 21.20% for our entry into, and operation in, to which N ordinary shareholders are 100% many markets. entitled.) As at 31 March 2020 there are 961 193 A shares in issue. International Differentiated voting rights and control structures are commonly used in the media and internet sectors to secure independence and deter raids and efforts to seize control. Many international media and technology companies have differentiated rights or control structures. Some more well-known examples include: Schibsted and Tele2 in Norway, Altice Keeromstraat 30 Beleggings (RF) Beperk (Keerom) and Nasbel has 2 593 shareholders, one of which is in the Netherlands, MTG in Sweden, Naspers Beleggings (RF) Beperk (Nasbel) hold such Heemstede Beleggings Proprietary Limited (Heemstede) Daily Mail and General Trust in the A class ordinary shares that together they control more (which is a subsidiary of Naspers) that holds 49% of the United Kingdom, JD.Com and Alibaba than 50% (currently 53%) of the voting rights in Naspers. shares in Nasbel. in China, and Alphabet (Google), These two companies exercise such rights in consultation Facebook, LinkedIn, 21st Century Fox, with one another. No other entities are part of the control The board of directors of Keerom and the board of News Corporation, Discovery, Liberty structure. directors of Nasbel operate independently. Global, Snap Inc, Zillow and Zynga in the United States. Keerom has 2 823 shareholders and its constitutional documents provide that no shareholder is entitled to In recent times many internet and tech exercise more than 50 votes regardless of shareholding. companies in particular have implemented similar structures. Naspers +27 (0)21 406 2121 40 Heerengracht Cape Town 8001 South Africa www.naspers.com