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Naspers Group’S Principal Subsidiaries Are Disclosed in Note 7 to the Consolidated Annual Financial Statements

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Naspers Group’S Principal Subsidiaries Are Disclosed in Note 7 to the Consolidated Annual Financial Statements Annual financial statements for the year ended 31 March 2017 CONNECTING PEOPLE GLOBALLY WorldReginfo - bd2de5cf-30db-471f-9e0e-671a0c499c93 Statement of responsibility by the board of directors for the year ended 31 March 2017 The annual financial statements of the group and the company are the responsibility of the directors of Naspers Limited. In discharging this responsibility, they rely on the management of the group to prepare the consolidated and separate annual financial statements presented on pages 21 to 157 in accordance with International Financial Reporting Standards (IFRS) and the Companies Act No 71 of 2008. As such, the consolidated and separate annual financial statements include amounts based on judgements and estimates made by management. The information given is comprehensive and presented in a responsible manner. The directors accept responsibility for the preparation, integrity and fair presentation of the consolidated and separate annual financial statements and are satisfied that the systems and internal financial controls implemented by management are effective. The directors believe that the group and company have adequate resources to continue operations as a going concern in the foreseeable future, based on forecasts and available cash resources. The financial statements support the viability of the group and the company. The preparation of the consolidated and separate annual financial statements was supervised by the group’s financial director Basil Sgourdos, CA(SA). These results were made public on 23 June 2017. 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 and separate annual financial statements. The directors believe that all representations made to the independent auditors during their audit were valid and appropriate. PricewaterhouseCoopers Inc.’s audit report is presented on page 13. The consolidated and separate annual financial statements were approved by the board of directors on 23 June 2017 and are signed on its behalf by: Koos Bekker Bob van Dijk Chair Chief executive 2 NASPERS LIMITED ANNUAL FINANCIAL STATEMENTS 2017 WorldReginfo - bd2de5cf-30db-471f-9e0e-671a0c499c93 Certificate by the company secretary In terms of section 88(2)(e) of the Companies Act No 71 of 2008 I, Gillian Kisbey-Green, in my capacity as company secretary of Naspers Limited, confirm that for the year ended 31 March 2017, the company has lodged with the Companies and Intellectual Property Commission, all such returns as are required of a public company in terms of the Companies Act and that all such returns and notices are, to the best of my knowledge, true, correct and up to date. Gillian Kisbey-Green Company secretary 23 June 2017 3 NASPERS LIMITED ANNUAL FINANCIAL STATEMENTS 2017 WorldReginfo - bd2de5cf-30db-471f-9e0e-671a0c499c93 Report of the audit committee for the year ended 31 March 2017 The audit committee submits this report, as required by section 94 of the South African Companies Act No 71 of 2008 (the Act). FUNCTIONS OF THE AUDIT COMMITTEE The audit committee has adopted formal terms of reference, delegated by the board of directors, as set out in its audit committee charter. The audit committee has discharged the functions in terms of its charter and ascribed to it in terms of the Act as follows: Reviewed the interim, provisional, annual financial statements and integrated annual report, culminating in a recommendation to the board to adopt them. In the course of its review the committee: o took appropriate steps to ensure the financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) and in the manner required by the Act; o considered and, when appropriate, made recommendations on internal financial controls; o dealt with concerns or complaints on accounting policies, internal audit, the auditing or content of annual financial statements, and internal financial controls; and o reviewed legal matters that could have a significant impact on the organisation's financial statements. Reviewed external audit reports on the consolidated and separate annual financial statements. Reviewed the board-approved internal audit charter. Reviewed and approved the internal and external audit plans. Reviewed internal audit and risk management reports and, where relevant, made recommendations to the board. Evaluated the effectiveness of risk management, controls and governance processes. Verified the independence of the external auditor, nominated PricewaterhouseCoopers Inc. as auditor for 2017 and noted the appointment of Brendan Deegan as the designated auditor. Approved audit fees and engagement terms of the external auditor. Determined the nature and extent of allowable non-audit services and approved contract terms for non-audit services by the external auditor. Reviewed the JSE Limited’s report on the proactive monitoring of financial statements. MEMBERS OF THE AUDIT COMMITTEE AND ATTENDANCE AT MEETINGS The audit committee consists of the independent non-executive directors listed below and meets at least three times per year in accordance with its charter. All members act independently as described in section 94 of the Act. During the year under review, four meetings were held. The internal and external auditors, in their capacity as auditors to the group, attended and reported at all meetings of the audit committee. The group risk management function was also represented. The chair of the board, chief executive, financial director, general manager: finance, group general counsel and one of the non-executive directors attend the meetings by invitation. The names of the members who were in office during the financial year and the details of the audit committee meetings attended by each of the members are: Name of Four meetings were held committee Qualifications during the year. Category member Attendance D G Eriksson CTA (Wits) and CA(SA) 4 Independent non-executive MEcon and PhD 4 Independent non-executive R C C Jafta (Stellenbosch University) B J van der Ross DipLaw (UCT) 4 Independent non-executive 4 NASPERS LIMITED ANNUAL FINANCIAL STATEMENTS 2017 WorldReginfo - bd2de5cf-30db-471f-9e0e-671a0c499c93 Report of the audit committee for the year ended 31 March 2017 The board and the nomination committee unanimously recommend to shareholders at the annual general meeting that the current committee members be re-elected. All audit committee members served on the committee for the full financial year. INTERNAL AUDIT The audit committee has oversight of the group’s financial statements and reporting process, including the system of internal financial control. It is responsible for ensuring that the group’s internal audit function is independent and has the necessary resources, standing and authority in the organisation to discharge its duties. The committee oversees cooperation between internal and external auditors, and serves as a link between the board of directors and these functions. The head of internal audit reports functionally to the chair of the committee and administratively to the financial director. CONFIDENTIAL MEETINGS Audit committee agendas provide for confidential meetings between committee members and the internal and external auditors. INDEPENDENCE OF THE EXTERNAL AUDITOR During the year, the audit committee reviewed a representation by the external auditor and, after conducting its own review, confirmed the independence of the auditor. EXPERTISE AND EXPERIENCE OF FINANCIAL DIRECTOR AND THE FINANCE FUNCTION As required by the JSE Limited Listings Requirement 3.84(h), the audit committee has satisfied itself that the financial director has appropriate expertise and experience. In addition, the committee satisfied itself that the composition, experience and skills set of the finance function met the group’s requirements. DISCHARGE OF RESPONSIBILITIES The committee determined that, during the financial year under review, it had discharged its legal and other responsibilities as outlined in terms of its remit, details of which are included in the full corporate governance report on www.naspers.com. The board concurred with this assessment. Don Eriksson Chair: Audit committee 23 June 2017 5 NASPERS LIMITED ANNUAL FINANCIAL STATEMENTS 2017 WorldReginfo - bd2de5cf-30db-471f-9e0e-671a0c499c93 Directors’ report to shareholders for the year ended 31 March 2017 NATURE OF BUSINESS Naspers Limited (Naspers) is a global internet and entertainment group and one of the largest technology investors in the world. Founded in 1915, we now operate in more than 120 countries and markets with long-term growth potential. Naspers builds leading companies that empower people and enrich communities. It runs some of the world’s leading platforms in internet, video entertainment and media. OPERATING REVIEW Naspers produced positive results for the year to 31 March 2017. Tencent delivered strong earnings, while the group continued to scale its ecommerce businesses. Video entertainment has become both more mature and more competitive. Against this backdrop, core headline earnings grew 41% to US$1.8bn. The internet segment expanded, particularly in classifieds, payments and travel, which all achieved solid traction. These businesses were further strengthened during the year by additional investments to scale and grow, including mobile app-only
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