The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting
2 Financial highlights 22 Review of operations 42 Governance 74 Consolidated 198 Notice of AGM 4 Group at a glance 24 Internet 51 Sustainability and company 205 Proxy form 6 Global footprInt 30 Pay television 66 Directorate annual financial 8 Chairman’s and 36 Print media 71 Administration and statements managing corporate information director’s report 72 Analysis of 16 Financial review shareholders and shareholders’ diary
Entertainment at your fingertips
Vision for subscribers To have access to entertainment, trade opportunities, information and to my friends – wherever I am 2 Naspers Annual Report 2010
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting kgFINANCIAL HIGHLIGHTS
Revenue (R’bn) Ebitda (R’m) Ebitda margin (%) 28,0 6 496 23,2 26,7 6 026 22,6
09 10 09 10 09 10
Headline earnings Core HEPS Dividend per per share (rand) (rand) share (proposed) (rand) 8,84 14,26 2,35 8,27 11,79 2,07
09 10 09 10 09 10
2010 2009 R’m R’m
Income statement and cash flow Revenue 27 998 26 690 Operational profit 5 447 4 940 Operating profit 4 041 3 783 Net profit attributable to equity shareholders 3 257 5 761 Cash flow from operating activities 5 622 3 913
Statement of financial position Total assets 57 468 54 560 Current assets 13 126 13 689 Total equity 35 634 35 217 Non-current liabilities 10 892 8 993 Current liabilities 10 942 10 350
Other information Dividend per N ordinary share (cents) (proposed) 235 207 Earnings per N ordinary share (cents) 873 1 553 Weighted average number of N ordinary shares in issue (’000) 372 951 371 004 4 Naspers Annual Report 2010
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting
kgGROUP AT A GLANCE
Internet platforms mainly in Central and Eastern Europe, China, Russia, Latin America, Africa, India and Internet Thailand. Services include e-commerce, communities, including major brands of associates) communication, social networks, entertainment and mobile applications. digital INTERNET: 24.com, ACL, Allegro, AlleWakacje.pl, allo, Ancestry24, Aruodas.It, Aukro, Beijing Youth Daily online, BuscaPé, Careers24, ceneo.pl, Channel24, Compera nTime, Crossfire and Xunixian (licensed games), Dungeon & Fighter, Fin24, EDOMUS.LT, Food24, Gadu-Gadu, GoTravel24, GadunaGlos, Health24, Heureka!, ibibo, Images24, Kalahari.net, Korbitec, KV.EE, Lelong, LIVECHAT software,
Pay-television subscriber platforms and channels, including mobile television, in Africa. Pay television PAY TELEVISION: M-Net Action, AfricaMagic, AfricaMagic Plus, Big Brother, Carte Blanche, Channel O, DStv, Idols, KooWee, kykNET, MK, M-Net, M-Net Movies 1 and 2, M-Net Series, M-Net Stars, MultiChoice Africa, Oracle Airtime Sales, SOUTH AFRICA SuperSport, SuperSport Travel, SuperSport United Football Club.
SUBSAHARAN AFRICA TECHNOLOGY: Irdeto, Cloakware, Entriq.
Magazines, newspapers, printing, distribution and book-publishing businesses in South Africa and Print media sub-Saharan Africa, as well as print media investments in Brazil and China. including major brands of associates) NEWSPAPERS: Africa: Beeld, City Press, Daily Sun, Die Burger, Rapport, Soccer Laduuuuuma!, Son, Sondag, Sunday Sun, Supa Strikas, Volksblad and various community newspapers. China: Beijing Youth Daily, Titan Weekly Newspaper, Xin’an Evening News. MAGAZINES: Africa: Destiny, DRUM, FAIRLADY, FEMINA, FHM, FINWEEK, heat, HUISgenoot, KICKOFF, Landbouweekblad, Men’s Health, Move!, SARIE, Sports Illustrated, seventeen, TRUE LOVE, tuis, tv24, tvplus, Twende, Naspers Annual Report 2010 5
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting
kgGROUP AT A GLANCE continued
Mail.ru, Mobile QQ, Mobilne Gadu-Gadu, MojaGeneracja, Molotok, MWEB, MWEB (Thailand), MXit, nauka.pl, Netads24, News24, Nimbuzz, oferia.pl, OPENFM, OSTA.EE, otoDom.cz, otoMoto.pl, Qzone, PAYBACK, PayGSM, Pay U SA, platnosci, platforma iStore.pl, PracaAllegro, Property24, QQ, QXL, Ricardo, Sanook!, Skelbia.it, Sports24, Sulit, Tencent, teszvesz, Titan24.com, Wheels24, Women24, qq.com, QQ Dancer, QQ Doctor, QQ Download, QQ Friends, QQ Eye, QQ Fantasy, QQ Game, QQ Mail, QQ Member, QQ Music, QQ Live, QQ Pinyin Input Method, 3G.QQ.com, QQ Pet, QQ San Guo, QQ Show, QQ Speed, QQ Tang, Vatera.hu, Xin’an Evening News online.
Weg, YOU and some 41 more. Brazil: Claudia, EXAME, Nova, Ana Maria, Vejá, Viagem, Viva! and some 90 more. China: All Sports, Golf Digest China, Soccer Weekly, Women’s Health and more. PRINTING: Paarl Gravure, Paarl Media, Paarl Print, Paarl Labels, Paarl Web, Paarl Web Gauteng, Print24. LOGISTICS: On the Dot. BOOKS: Collegium (Botswana), Future Entrepreneurs, idem smile, Jonathan Ball Publishers, Leisure Books/Leserskring, Lux Verbi.BM, Mwajionera Publishers (Zambia), NB Publishers, Nasou Via Afrika, Stimela Publishers, Van Schaik Uitgewers. 6 Naspers Annual Report 2010
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting
kgGLOBAL FOOTPRINT
NORTH AMERICA
SOUTH AMERICA
GROUP COVERAGE • OFFICES Naspers Annual Report 2010 7
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting
EUROPE
AFRICA
ASIA
AUSTRALIA 8 Naspers Annual Report 2010
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting
kgCHAIRMAN’S AND MANAGING DIRECTOR’S REPORT
OVERVIEW invested to grow the subscriber base. Irdeto, the In summary, Naspers recorded a 5% increase in TV technology business, also felt economic headwinds, revenues to R28bn for the past financial year. but cut costs. Operational profit advanced 10% to R5,4bn, whilst core The print media businesses, however, suffered a 5% headline earnings grew 22% to R5,3bn. Our financial decline in its top line because of anaemic advertising performance is analysed in the financial review on revenues. page 16 of this annual report. INTERNET The internet industry showed bold growth in In aggregate, the internet segment recorded revenue up emerging markets. Our pay-television operations held by 24% to R9,2bn. Operational profit grew to R2,4bn. up well, whilst the technology business returned to In China Tencent performed ahead of expectations operational profitability. However, print businesses with revenue higher by 49%. Registered peak globally, including our own, suffered in the recession. concurrent users to the instant-messaging (IM) platform Over the past year the Naspers group continued to now total 105 million. Tencent’s contribution to core expand. Most emerging markets in which we operate headline earnings increased by 76% to R2,1bn. survived the global economic downturn reasonably The strong rand had a significant effect on the well, when compared to developed economies. other internet businesses where, nominally, revenues The internet segment, comprising mainly were marginally up and profits down. Calculated on Allegro in Central Europe, Tencent in China a stable currency basis, we estimate revenues and and Mail.ru in Russia, all grew, with operational profits would have grown 19%. revenues up 24%. The Allegro platform in Poland continued Our pay-television businesses again to deliver solid growth. In local currency, gross proved resilient to economic conditions merchandising value transacted on the and recorded revenue growth of 12%, platform grew by 20%, generating revenue with slightly lower growth of 24%. operating New services margins as we were launched. Naspers Annual Report 2010 9
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting
kgCHAIRMAN’S AND MANAGING DIRECTOR’SDIRECTOR S REPORT continued
In India ibibo, our joint venture with Tencent, is in the last quarter of the financial year. Operating developing social-gaming and e-commerce platforms. margins were slightly lower due to the cost of building In Russia Mail.ru expanded its base to 81 million the subscriber base, as well as higher content costs active email users. This business contributed R70m resulting from increased competition and more local to our core headline earnings. This was impacted by content production. increased taxes on dividend payments and the strong In South Africa the base grew by 450 000 to rand. Mail.ru has completed the acquisition of Astrum, 2,85 million homes. The service now offers nine different the online games platform operator in Russia. bouquet offerings and three high-definition channels. In Latin America BuscaPé was added to the group With a strong content offering, including soccer, general in September 2009. This unit is growing its core entertainment and movies, the mid-priced Compact comparison shopping business and broadening its base and Family bouquets attracted customers. Advertising by rolling out new services including revenues were marginally better. The coming year will electronic payments, classified see more competitors entering this advertising and affiliate advertising market. networks. In the other 47 countries in the In South Africa 24.com remains rest of sub-Saharan Africa, a focus a leading local internet publisher, on local content and additional growing its users by 34%. sport delivered 184 000 additional subscribers, taking the base to PAY TELEVISION 1,1 million homes. The Compact and Overall, the pay-television Family bouquets stand at 447 000 segment expanded revenues by subscribers. Hausa and Yoruba language 12%, due to subscriber growth channels were added in Nigeria. of 634 000 net households. After SuperSport is now one of the main a satisfactory festive season, funders of local sports leagues across subscriber growth did slow the African continent, which means 10 Naspers Annual Report 2010
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting kgCHAIRMAN’S AND MANAGING DIRECTOR’S REPORT continued
higher content costs for us. However, if African sport is to reduced operating costs and this segment reversed an become globally competitive, someone needs to fund it. operational loss last year into a profit of R47m. Mobile-TV operations were launched in Ghana, Kenya, Namibia and Nigeria, whilst we still await a PRINT MEDIA licence in South Africa. The print media operations in South Africa recorded a top-line decline of 5%. Circulation of newspapers and IRDETO magazines held up remarkably, but advertising felt the Irdeto delivered blows. In a recession people read more, but advertisers some 15,8 million spend less. Operating costs have been reduced and conditional access capital expenditure reigned in. We were able to grow units in the period market share marginally. under review, a 5% In Brazil the magazine publisher Abril also experienced increase. Revenues in a challenging year, particularly in advertising. This other divisions were flat due was largely offset with prudent cost controls. Abril’s to the global slowdown. contribution to our core headline earnings amounted to Consolidation of various R318m (2009: R414m), partly influenced by the strong technology businesses rand and a higher tax charge in the period. into Irdeto has DIVIDEND The board recommends that the annual dividend be increased 14% to 235 cents (previously 207 cents) per N ordinary share, and 47 cents (previously 41 cents) per unlisted A ordinary share. If approved by shareholders, at the annual general meeting on Friday 27 August 2010, dividends will be payable to shareholders recorded in the books on Thursday Naspers Annual Report 2010 11
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting kgCHAIRMAN’S AND MANAGING DIRECTOR’S REPORT continued
23 September 2010 and will be paid on Monday I ADRs are traded in the USA on an over-the-counter 27 September 2010. The last date to trade cum (OTC) basis. International investors are therefore able to dividend will be on Thursday 16 September 2010. buy and sell Naspers securities either through the Level Shares will therefore trade ex dividend from Friday I ADR OTC market, the LSE or the JSE Limited. 17 September 2010. GOVERNANCE AND SUSTAINABILITY STRATEGY AND PROSPECTS Governance and sustainability are essential for Looking ahead, we mostly have resilient businesses in stakeholders of the Naspers group. The board of emerging markets that are still expanding. Competition directors conducts the group’s business with integrity, in pay TV, regulation and consumer spending remains applying appropriate corporate governance policies a challenge. and practices in each company in the group. Focusing on the internet, we plan to grow the Several of Naspers’s subsidiaries are governed by group through a combination of organic growth and independent boards of directors, all of which have acquisitions. Stringent processes are applied when their own governance practices and subcommittees evaluating investment opportunities. that comply with the necessary We aim to deliver value to our governance and regulatory shareholders over the medium to requirements. longer term. On an ongoing basis Naspers continues to evaluate areas STOCK EXCHANGE LISTINGS where governance at a corporate Naspers has a Level I American and subsidiary level can be Depository Receipt (ADR) programme and its American strengthened. The impact of the Depository Shares (ADSs) are listed new companies act in South Africa, on the London Stock as well as the King III Code on Exchange Corporate Governance, was a (LSE). Level focus over the past year. 12 Naspers Annual Report 2010
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The Naspers board, its subcommittees and the Naspers will produce an integrated report for the boards and subcommittees of subsidiaries MIH, financial year ended 31 March 2011 and will also report MultiChoice and Media24, made good progress in on the application of King III. assessing the principles and practices contained Naspers’s sustainability report prepared in in King III. Subsequent to the year-end the Naspers accordance with the Global Reporting Initiative board approved a plan to address aspects of King III, (GRI) – application level C, is available on our website the implementation of which is under way. Where (www.naspers.com). appropriate for the group, the changes to our governance policies and practices will be made. If any Risk management principles or practices are found to be inappropriate for Risk management is integral to the day-to-day the group, the reason for not implementing King III’s operations of our businesses. As an international recommendations will be disclosed. multimedia group with business activities in various countries, the group is exposed to a wide range of risks that may have serious consequences. The diversified nature of the group, however, assists in spreading exposure. The Naspers board, in conjunction with the boards of major subsidiary companies, is responsible for determining risk management and control procedures, as well as for evaluating the effectiveness of those procedures. The identification of risks and their management forms part of each business unit’s business plan. Subsequent to year-end the responsibilities of the audit and risk management committee were Naspers Annual Report 2010 13
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting kgCHAIRMAN’S AND MANAGING DIRECTOR’S REPORT continued
separated and a new risk committee was approved. remuneration to our employees, and quality products This will assist the board to monitor the management and services are provided to consumers. Socially, we of risks. contribute via community involvement. We strive to Larger group companies have their own risk protect the environment through our efforts to reduce management functions. This risk management process the group impact by using sophisticated printing is subject to periodic review. The following major risks technologies and focusing on recycling and energy are evident among a wide range of related exposures: efficiency. k technological innovations k political and economic instability k competition Community k technical failures: satellite, electricity supply, malfunction of machinery k currency fluctuations k legislation and regulations k unauthorised access to our programming signals, and Integrity k natural disasters. Commitment Connection Although some of these risks are chain outside the board’s control, certain measures may be implemented to mitigate the effects of some of the risks.
SUSTAINABLE DEVELOPMENT Naspers plays a role in the sustainable development Communication of South Africa. We pay taxes to government and 14 Naspers Annual Report 2010
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting
Chmanair ’s AND MANAGING DIRECTOR’S REPORT (continued)
Cmmmento it to empowerment mainstream economy. Over the years we have We support the aim to incorporate previously introduced several broad-based black economic disadvantaged communities into South Africa’s empowerment schemes. Naspers is one of the most empowered media companies for the third year running, according to the Financial Mail empowerment survey that reviews the top listed companies on the JSE for black economic empowerment (BEE). Media24’s broad-based BEE initiative, Welkom Yizani, has approximately 100 000 black people and groups indirectly owning a part of Media24 Limited. We are also proud that Media24 received full marks for the enterprise development and socio-economic elements of the Department of Trade and Industry’s Empowerment Scorecard. MultiChoice South Africa’s two successful empowerment initiatives, Phuthuma Nathi and Phuthuma Nathi 2, have approximately 120 000 black people and groups owning indirectly a share in MultiChoice South Africa.
Fco us Our international businesses are mostly internet platforms (focusing on commerce, communities, content, communication and games). As the group’s Naspers Annual Report 2010 15
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting kgCHAIRMAN’S AND MANAGING DIRECTOR’SECTOR’S RREPORTEPORT continuedcontinnueu d
international presence in emerging markets expands, the focus will remain on sustainable development. We want to contribute to the communities in which we operate; develop our own people; contribute to economic prosperity at national and PEOPLE individual level; and minimise our impact on the The global economic landscape and fast-changing environment. markets demand that we adapt quickly. We require the A more detailed governance and sustainability review right skills set to meet the challenges in each of the can be found on pages 42 to 65 of this annual report. countries in which we operate. Across the group, skills development is critical to maintain our competitive DIRECTORS advantage, especially in our technology-intensive In terms of the company’s articles of association, one- businesses. In our internet businesses we aim third of the non-executive directors retire annually and to attract the best young engineers, and training reappointment is not automatic. Messrs Ton Vosloo, is key to our growth strategy. Neil van Heerden, Hein Willemse and Lourens Jonker, We are proud of the contribution made by our who retire by rotation at the annual general meeting, people in so many countries. During a tough year they being eligible, offer themselves for re-election. have shown resilience and innovation to achieve most On 25 November 2009 Prof Debra Meyer of the goals our businesses had set. We appreciate was appointed as a new member of the board. their commitment. Shareholders will be asked to consider the re-election Finally, our thanks to fellow board members for their of those directors who retire by rotation, and to guidance and support. approve the appointment of Prof Debra Meyer as a director at the upcoming annual general meeting, notice of which is contained in this annual report. The abridged curricula vitae of all the directors appear in Ton Vosloo Koos Bekker the directorate on pages 66 to 69 of the annual report. Chairman Managing director 16 Naspers Annual Report 2010
TheThe NaspersNaspers ReviewReview ofof GovernanceGovernance and and FinancialFinancial NoticeNotice ofof AnnualAnnual GroupGroup OperationsOperations SustainabilitySustainability StatementsStatements GeneralGeneral MeetingMeeting kgFINANCIAL REVIEW
FINANCIAL REVIEW margins improved largely due to cost management This review reflects highlights of the group’s financial and delayed development spend. performance for the past year. Full details can be found in During the year MultiChoice launched the the annual financial statements presented on pages 74 W7 satellite resulting in an increase in our transponder to 196 of this annual report. leases and commitments.
OVERVIEW OF GROUP RESULTS Core headline earnings The past financial year was characterised by Core headline earnings for the year grew 22% to R5,3bn. challenging economic conditions as well as a strong A calculation of headline and core headline earnings is rand, which had a negative impact on reported results detailed in the table on page 17. As regularly reported when translating other currencies. to shareholders, the board remains of the view that core headline earnings is an appropriate measure of the Revenue group’s sustainable operating performance, as it Revenue growth of 5% to R28bn (2009: R26,7bn) was excludes once-off and non-operating items. recorded over the period. This muted growth was partly the result of pressure on print media, but mainly a Finance costs stronger rand. Based on a stable currency, we estimate Net interest costs for the year increased to R535m revenue growth would have been 11%. (2009: R306m), the result of funding new acquisitions In aggregate, the internet segment recorded with debt and available cash balances. revenue up by 24% to R9,2bn. Overall, the pay- television segment expanded revenues by 12%, due to Equity-accounted results subscriber growth of 634 000 net households. Both the Naspers’s share of equity-accounted results of our print and technology segments suffered revenue associates, mainly Tencent, Mail.ru and Abril, increased declines due to economic conditions and the effects to R2,1bn (2009: R1,5bn). of a strong rand.
Operational profit Profit on sale of investments Our operational profit increased by 10% to R5,4bn The profit on sale of investments relates mainly to the (2009: R4,9bn). Using a stable currency, operational sale of MWEB’s business in the rest of Africa. These profit growth is estimated to have been 17%. Group proceeds are once-off in nature. Naspers Annual Report 2010 17
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting kgFINANCIAL REVIEW continued
Calculation of headline and core headline earnings Year ended Year ended 31 March 31 March 2010 2009 R’m R’m Net profit attributable to shareholders 3 257 5 761 Adjusted for: – insurance proceeds (369) (113) – impairment of property, plant and equipment and other assets 225 117 – impairment of goodwill and intangibles 384 22 – (profit)/loss on sale of property, plant and equipment (156) 27 – profit on sale of intangibles (73) — – discontinued operations — (2 965) – profit on sale of investments (120) (10) – remeasurements included in equity-accounted earnings 30 — – impairment of equity-accounted investments 62 214 3 240 3 053 Total tax effects of adjustments 7 5 Total minority interest of adjustments 50 7 Headline earnings 3 297 3 065 Discontinued operations — (129) Headline earnings from continuing operations 3 297 2 936 Adjusted for: – treasury-settled share scheme charges 418 258 – prior-year withholding taxes 121 — – reversal/(creation) of deferred tax assets 253 (58) – amortisation of intangibles 922 958 – Welkom Yizani refinancing 330 — – fair value adjustments and currency translation differences (22) 279 Core headline earnings 5 319 4 373 18 Naspers Annual Report 2010
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting kgFINANCIAL REVIEW continued
SEGMENTAL REVIEW This segmental review includes consolidated subsidiaries plus the proportional consolidation of our economic interest in associates. Doing so allows for improved disclosure of the contribution of all our investments to the group’s results. The group’s primary measurement of profitability is defined as operational profit, which excludes other gains/losses and amortisation of intangibles (other than software). It includes the finance cost on transponder leases, which the group treats as an operating cost. Revenue 2010 2009 R’m R’m % Change Pay television 16 659 14 858 12 Internet 9 181 7 411 24 – Tencent 4 874 3 281 49 – Other 4 307 4 130 4 Print media 10 204 10 722 (5) Technology 1 207 1 514 (20) Economic interest 37 251 34 505 8 Less: Associated companies (9 253) (7 815) 18 Consolidated 27 998 26 690 5
Ebitda 2010 2009 R’m R’m % Change Pay television 5 744 5 197 11 Internet 2 804 1 973 42 – Tencent 2 542 1 588 60 – Other 262 385 (32) Print media 1 232 1 389 (11) Technology 98 (75) +100 Economic interest 9 878 8 484 16 Corporate services (230) (210) 10 Less: Associated companies (3 152) (2 248) 40 Consolidated 6 496 6 026 8 Naspers Annual Report 2010 19
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Operational profit 2010 2009 R’m R’m % Change Pay television 5 171 4 624 12 Internet 2 423 1 626 49 – Tencent 2 363 1 447 63 – Other 60 179 (66) Print media 896 1 062 (16) Technology 47 (139) +100 Economic interest 8 537 7 173 19 Corporate services (232) (213) 9 Less: Associated companies (2 858) (2 020) 42 Consolidated 5 447 4 940 10
Note: Operational profit excludes amortisation of intangibles (other than software) and other gains/losses and includes the finance cost on transponder leases.
CASH FLOWS AND STATEMENT OF assets R135m, liabilities R21m and the balance to FINANCIAL POSITION goodwill. Minorities’ share of the above is R79m. Free cash flows of R4,1bn (2009: R2,4bn) were recorded. During November 2009 the group made a further The financial position remains healthy with cash investment of R771m into Mail.ru as part of its consolidated gearing, excluding transponder leases, of acquisition of Astrum Online. The group’s shareholding 5%. During the year the group extended an offshore was diluted from 42% to 39%. revolving credit facility with a syndicate of banks to Subsequent to the initial 83% interest acquired in March 2013 and increased the size of the facility to Bankier.pl in August, the group also acquired the US$1,72bn. The drawdown on the facility at 31 March remaining minorities. The total consideration of R178m 2010 was US$948m. was allocated as follows: tangible assets R52m, intangible assets R33m and the balance to goodwill. SIGNIFICANT ACQUISITIONS The group also made some other acquisitions for a In September the group acquired 94,8% of Brazilian combined cost of approximately R522m. Revenues and e-commerce group BuscaPé for approximately R2,7bn. profits from all acquisitions were not significant to This was funded from existing credit facilities. A put option of R89m over minorities is part of the purchase consolidated results. consideration. The preliminary purchase price allocation is: tangible assets R180m, intangible assets R394m, ACCOUNTING POLICIES AND CHANGES IN liabilities R228m and the balance to goodwill. ACCOUNTING TREATMENT During October the group acquired 51% of Korbitec Our financial results for the year ended 31 March 2010 (Proprietary) Limited (an electronic platform for have been prepared in accordance with International attorneys, banks and other players in the property value Financial Reporting Standards (IFRS), the requirements of chain) for cash of R158m with an additional R51m the South African Companies Act, No 61 of 1973, and in contingent consideration. The preliminary purchase compliance with the Listings Requirements of the JSE price allocation shows: tangible assets R48m, intangible Limited. Except as noted below, accounting policies are 20 Naspers Annual Report 2010
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting kgFINANCIAL REVIEW continued consistent with those applied in the previous period segmental reporting and Tencent is shown as a separate and IFRS. reportable segment. The amendment to IFRS 8, which These results have been audited by the company’s allows an entity not to disclose segmental assets if not auditor, PricewaterhouseCoopers Inc., whose reviewed by management, has been adopted early. unqualified report is available for inspection at the Comparative information was restated accordingly. registered office of the company. IAS 23 “Borrowing Cost (Revised)” requires entities to The group adopted the following new standards, capitalise qualifying interest cost. The amendment had amendments and circulars for the year ended no material effect on the group. 31 March 2010: Circular 3/2009 “Headline Earnings” was issued by the The revised IAS 1 “Presentation of Financial South African Institute of Chartered Accountants. The Statements” was issued requiring certain changes to circular was changed to incorporate the latest existing disclosures, as well as the introduction of the amendments and revisions to IFRS. This circular is “Statement of comprehensive income”. These changes effective for the period under review, but had no had no effect on the financial position or results of the material effect on the group. group. Core headline earnings exclude once-off and IFRS 8 “Operating Segments” replaced IAS 14 non-operating items and management remains of the “Segment Reporting”. Segment information is now view that it is an appropriate measure of the group’s presented on the same basis as for internal sustainable operating performance. management reporting purposes. The only significant This measure is not a defined term under IFRS and change is that the results of our investments in may not be comparable with similarly titled measures associates are now proportionately consolidated for reported by other companies. +21% 235 cents per share compound growth pa
Dividend per N share (Compounded growth over 25 years – 21% pa)
2010 2005 2000 1990 1995 1986 22 Naspers Annual Report 2010
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting
kgREVIEW OF OPERATIONS Today Naspers is one of the leading media groups in emerging markets. Our interests comprise the following: Internet
Internet platforms in Eastern and Central Europe, China, Russia, Latin America, Africa, India and south-east Asia. Services include e-commerce, communities, communication, social networks, entertainment and mobile value-added services.
Pay television
Pay-television subscriber platforms in South Africa and sub-Saharan Africa. In addition, Naspers develops underlying technologies necessary for internet, pay-television and mobile platforms.
Print media
Magazines, newspapers, printing, distribution and book-publishing businesses in South Africa and sub-Saharan Africa, as well as print media investments in Brazil and China. 24 Naspers Annual Report 2010
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting kgREVIEW OF OPERATIONS Internet
INTERNET 9 181 Global internet usage grew unabated over 7 411 REVENUE the past year. A total of 1,7 billion people worldwide are in rand millions now online, an 18% increase over the previous year. The most significant online growth occurred in Central and 09 10 Eastern Europe, Latin America, China and Russia. 2 804 1 973 EBITDA in rand millions
09 10
2 423
1 626 OPERATIONAL PROFIT in rand millions
09 10
Europe Here we operate in the internet segments of transaction platforms, communities, communication platforms, entertainment services and mobile value-added services. Revenues flow in principally through e-commerce, classifieds, payment services, comparison Naspers Annual Report 2010 25
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting kgREVIEW OF OPERATIONS Internet continued
shopping, advertising, fee-based value-added services and gaming. The European portfolio comprises five main Russia. During 2009 Mail.ru expanded its user base and businesses. Mail.ru is based in Russia, the Allegro by March 2010 had 123,7 million visitors to its portal, group and Gadu-Gadu in Poland, the Ricardo group producing 17 million page views per month. The core in Switzerland and Nimbuzz in the Netherlands. mail platform continued to show strong growth with Operations are spread across 25 countries. 308 200 users registering new accounts daily, whilst the The Allegro group comprises fixed-price social-networking component of Mail.ru added 173 600 e-commerce transaction platforms, as well as auctions, new users each day. Astrum is the largest games classified advertisements (eg auto, real estate, jobs and developer and games platform operator in Russia. travel), price comparison and social-shopping sites, Gadu-Gadu operated in a depressed advertising plus a payments platform. A number of these services market but continued to further diversify its revenue operate across Poland, Russia, the Czech Republic, streams. A total of 10,3 million monthly instant- Slovakia, Hungary, Bulgaria, Romania, Ukraine, Latvia, messaging (IM) service people use this platform and, Lithuania, Estonia, Belarus, Kazakhstan and Serbia. The since the release of the new IM version, activity has group recorded satisfactory growth during the review increased. period. Page views grew to 78,4 billion and 156,8 million items were sold with a gross merchandise value of PLN8bn (R20,8bn), generating PLN664,5m (R1,7bn) in revenues. Over the past year Mail.ru produced sound results in a difficult market, outgrowing its peers. The completion of the Astrum transaction makes Mail.ru the largest online communication and entertainment company in 26 Naspers Annual Report 2010
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Ricardo continues to lead in its core market and monetisation product, NimbuzzOut (comparable to introduced new vertical services in Switzerland. SkypeOut). Launches included Ricardo Shops [a business-to- consumer (B2C) merchant platform] and Tradus.ch South-east Asia (a general classifieds platform). MIH’s interests in India and the rest of south-east Asia Nimbuzz, now 43,6% owned by MIH, is a grew both organically and through acquisition. Netherlands-based technology firm focused on mobile In India ibibo, our joint venture with Tencent, has instant messaging and voice-over internet protocol established itself as the leader in social transactions. It (VoIP). During the review period, the company grew was recognised by Business Week as one of the top 50 its user base to 17,1 million and launched its first technology start-ups globally and ended the year as a top 30 website in the country. ibibo is now also the leading social gaming platform in India and launched Tradus.in and goibibo – both e-commerce initiatives. Investments were made in the Philippines, where MIH acquired 51% of sulit.com.ph – a local website and online classifieds service. In Malaysia we acquired a 34% shareholding of lelong.com.my – an online trading platform. Despite turbulence in Thailand, Sanook! developed its e-commerce business, launching two verticals in autos and real estate. Sanook! is the leading local portal in Thailand. MIH increased its shareholding in Buzz City to 36%. This is a Singapore-based developer of cellular services, including a global mobile advertising network. Naspers Annual Report 2010 27
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China Tencent again performed well in a highly competitive market. An improving economy and rapid growth of the internet industry in China enabled Tencent, with its diversified business model, to produce solid operating and financial results in 2009. As the Chinese internet sector develops further, users are demanding better services. More intensified competition from experienced rivals continues to emerge. Tencent is increasing its investment in research and development, technical infrastructure and personnel development. The operating platforms grew during the year. QQ’s instant-messaging platform recorded peak concurrent users of over 105 million in March 2010, a new milestone. The online gaming platforms also performed strongly. Tencent continued to invest to improve its content offering and operating and service platforms, and to provide a better overall user experience. Tencent’s excellent performance is a tribute to its management team and employees, led by Ma Huateng. Being listed on the Hong Kong Stock Exchange, extensive data on Tencent’s operating and financial performance is available on its website (www.tencent.com). 28 Naspers Annual Report 2010
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Africa Korbitec/Property24 operates an end-to-end Kalahari.net is the market leader in South African e-commerce platform preferred by property e-commerce. The company provides the broadest professionals and buyers and sellers of property in range of products at competitive prices and has South Africa. grown by 32% over the past year. Several new product 24.com is a leading internet publisher in South categories are showing growth. Kalahari.net Kenya Africa, growing by 34% to some 2,7 million users across and Kalahari.net Nigeria were launched, leveraging its network of websites. News24 remains the top local the product catalogue from South Africa. In addition, destination with approximately 1,6 million users per Kalahari.net’s Market Place was introduced in South month. A variety of subbrands including Fin24, Sport24 Africa to offer consumer-to-consumer (C2C) trading for and Health24 are category leaders. During the year new and used products. News24 extended its brand into mobile applications for In October 2009 MIH the iPhone, Android, Blackberry and Nokia platforms, acquired an interest and increased its wireless application protocol (WAP) in Korbitec mobile audience. (Proprietary) MXit South Africa, in which MIH has a 30% Limited, South shareholding, continued robust growth in the mobile Africa’s leading market, expanding its registered user base by 41% to property portal. 17 million. The stability of the MXit platform increased, Property24.com leading to an increase in peak concurrent online users. was merged with Korbitec Latin America as part of the In September 2009 MIH acquired 94,8% of BuscaPé, transaction. an e-commerce player in Latin America. The BuscaPé group operates various businesses: comparison Naspers Annual Report 2010 29
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shopping (BuscaPé and BondFaro), a platform for classified advertisements (QueBarato), a payment platform (Pagamento Digital), affiliate networking (Lomadee), market intelligence (ebit), fraud analysis (FControl) and financial-lead generation (Cortacontas). Recently BuscaPé acquired an interest in Pagos Online, the payment platform in Colombia. During the year Compera nTime, our mobile value-added services operation in Brazil, acquired a competitor, Yavox. The enlarged group has been renamed Movile. Operations were integrated and the business turned profitable. The portfolio includes SMSs, ringtones, music, videos, games, mobile blogging and user-generated content platforms. 30 Naspers Annual Report 2010
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16 659 PAY TELEVISION 14 858 South Africa The MultiChoice DStv subscriber base grew by REVENUE in rand millions 450 000, bringing the total households to 2,85 million at 31 March 2010. The Compact 09 10 bouquet, which targets the emerging market, 5 744 5 197 recorded growth of 245 000 to close the year on 716 000 homes. After a satisfactory festive season, EBITDA MultiChoice experiencedpg a slowdown of growth in rand millions
09 10
5 171 4 624
OPERATIONAL PROFIT in rand millions
09 10
in new subscriptions in the last quarter of the financial year. The popular personal video recorder (PVR) reached 364 000, whilst the number of homes subscribing to the XtraView service grew to 416 000. This enables subscribers to enjoy two independent viewing environments by linking two decoders. The high- Naspers Annual Report 2010 31
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drawcard. These include Carte Blanche and its two new spinoffs, Carte Blanche Consumer and Carte Blanche Medical. Also popular were All Access, I Wanna Be and the popular reality shows Big Brother Africa and Survivor South Africa. The year under review started on a high note with definition PVR (one of the most advanced in the world) the Indian Premier League cricket having been played and XtraView capability were developed by South in South Africa. African engineers. For the 2010 Fifa World Cup, SuperSport showcased A variety of new channels and programmes five channels, with three broadcasting 24 hours daily. were added to the DStv offering to ensure There were also four daily magazine shows: Chase it remains exciting. New channels the Makarapa, Woza Lunchtime, Supernova and include Discovery World, Ignition Harambee. In May 2010 topTV launched a (auto), Koowee (children) and competitive subscription satellite television Vuzu (young adults). New media service in South Africa. elements such as SMS and SNS were The regulatory environment remains incorporated into the Vuzu offering. uncertain. The anticipated broadband The DStv service offering was further policy is yet to be published, whilst doubt enhanced with the launch of two more surrounds South Africa’s standard high-definition (HD) channels, namely for digital terrestrial television. Discovery HD Showcase and SuperSport Final regulations on the HD. Preparation is under way for digital migration process Mzansi Magic, a new channel for have been published the emerging market. by the Independent Local productions remain a Communications Authority 32 Naspers Annual Report 2010
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to deal with increasing customer numbers, and the number of employees working in the call centre was boosted to manage call volumes. More support was provided to the growing MultiChoice agency network to increase service. This includes adding counters and enabling the agencies to do immediate decoder swaps. The number of MultiChoice agencies increased by more than 10% to improve reach and ease of access. To ensure that of South Africa (Icasa). These are intended to pave the MultiChoice services are readily available, the number way for a migration from the current analogue terrestrial of accredited installers was increased from 620 to 950. to digital terrestrial broadcasting. Regulations and the MultiChoice takes its corporate social responsibility invitation to apply for radio frequency spectrum to seriously. When launched in 2006, MultiChoice’s provide mobile television have been issued. Phuthuma Nathi was the largest empowerment Customer service remains a key priority and a transaction in the media sector. MultiChoice also runs number of improvements have been implemented. various projects that uplift previously disadvantaged A new customer care centre was opened in Randburg people in areas such as preferential procurement, community development and social investment initiatives. Further details of MultiChoice’s initiatives are included in the governance and sustainability section of this annual report and on its website (www.multichoice.co.za). MWEB is being integrated into operations offering network services, delivering the group’s content and data services over the internet, whilst continuing to offer electronic communications and network services to subscribers and corporate users. Recently MWEB pioneered an uncapped ADSL broadband service, with unmetered broadband at affordable pricing. This has started the long-awaited revolution of the internet in South Africa through which broadband access will become mainstream. Naspers Annual Report 2010 33
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Sub-Saharan Africa such as Tinsel, series and talk shows such as Moments MultiChoice in the rest of Africa recorded growth with Mo in Nigeria and The Patricia Show in Kenya. despite the economic downturn. The DStv subscriber SuperSport is the biggest investor in local sport in base increased by 184 000 to end the year on 1,1 million Africa, covering more than 100 live football league subscribers. matches in Angola, Ghana, Nigeria, Kenya and We expanded our Ku-band footprint and Zambia. SuperSport also secured the rights to transponder capacity with the launch of the cover live matches from the Nigerian basketball Eutelsat W7 satellite and successfully migrated league. services from the W4 and Sesat satellites. Five HD channels (M-Net Africa HD, This increased capacity will enable the SuperSport HD, iConcerts HD, TVC HD launch of new channels as well as HD and Discovery HD) showcased in television services. southern Africa. eNews, Kidsco, In line with MultiChoice Africa’s BET, iConcerts, Channel Islam, commitment to delivering high- Vuzu, Afro Music, Discovery quality premium channels to as World, Sound City and C-Music were many homes in Africa as possible, a added to the English bouquets. For the new low-price package, DStv Access, Portuguese markets, TV Zimbo (Angola was added. This offers 25 high-quality family only), Fox Next, Fox FX, TVC3, TV Mundial, entertainment channels to subscribers at an TV Record News and Travel Channel affordable price. were added. Our focus on localising programming A recent milestone was the across the continent produced major launch of two indigenous Nigerian- productions such as Big Brother Africa language channels on the DStv – The Revolution, Naija Sings, Great platform – Africa Magic Hausa Africans, Comedy Club, local dramas and Africa Magic Yoruba. 34 Naspers Annual Report 2010
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Pay-television competitors continue to enter various Planet, is provided free of charge to MultiChoice Resource markets in Africa on different platforms. Four new Centres in over 800 schools in 24 countries. Additionally, direct-to-home (DTH) players launched or plan to educators in these schools are trained by MultiChoice on launch services in Nigeria and Angola. how to integrate this educational programming into the Pressure in the regulatory environment increased curricula and lesson plans. Further details are included in with the introduction of new broadcasting bills, the governance and sustainability sections of this annual regulations, licences and licence renewal requirements report. in Angola, Kenya, Namibia, Uganda and Swaziland. MOBILE AFRICA Sustainability and corporate social DStv Mobile is currently available investment commercially in 17 major cities MultiChoice, in partnership with the in Nigeria, Ghana, Kenya and ministries of education in key countries in Namibia. The growth of Africa, establishes MultiChoice Resource mobile communications in Centres as a learning tool for learners Africa continues. DStv Mobile in underresourced schools. MultiChoice worked closely with handset provides and installs decoders, televisions and manufacturers to secure the DVD recorders. The DStv Education bouquet, introduction of low-cost digital comprising eight educational channels video broadcast-handheld namely the History Channel, (DVB-H) capable devices into the National Geographic, African market. National Geographic Wild, BBC World, BBC Knowledge, Discovery, Mindset Learn and Animal Naspers Annual Report 2010 35
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1 514 IRDETO 1 207 During the review period Irdeto further integrated into the group acquisitions concluded over the REVENUE in rand millions past few years. All Irdeto’s activities have been merged as part of a strategy focused on offering integrated solutions 09 10 to serve market needs. As a consequence, Irdeto has been able to reduce costs and at the same time improve 98 profitability. Highlights for the year include: (75) EBITDA in rand millions k 15,8 million conditional access units delivered, representing a 5% increase 09 10
47 (139)
OPERATIONAL PROFIT in rand millions
09 10
k deployment of the new v6 Business Support System to upgrade existing customers such as the Telenor group and DirecTV Latin America, and k agreements with several operators in the Asia- Pacific market. 36 Naspers Annual Report 2010
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10 722 PRINT MEDIA 10 204 South Africa The South African print media operations are held in REVENUE in rand millions Media24.
09 10 Newspapers 1 389 It was a year of intense cost management for this 1 232 business. Loss-making publications were closed, and businesses streamlined and refocused to EBITDA ensure that optimal structures are in place for growth. in rand millions
09 10
1 062 896
OPERATIONAL PROFIT in rand millions
09 10
Cost savings were achieved through staff reductions and improved efficiency. Despite difficult trading conditions, we grew both advertising and circulation market share. Emerging-market products continue to perform well. Daily Sun is the largest daily newspaper in Africa, with an Naspers Annual Report 2010 37
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average circulation of almost 500 000. for both advertising and circulation. The tabloid publication, Son, now has a The division established a dedicated circulation of 124 572. A Sunday edition, business unit, Thought24, to focus on the Sondag Son, was launched with sales growing needs of the female emerging totaling 57 816. City Press’s circulation now stands at market, with titles such as True Love, Move! and Real. 180 632. New releases were limited, but included the In a challenging climate the broadsheet daily titles successful launch of Women’s Health. Some titles performed satisfactorily. The Sunday papers, City Press were closed. and Rapport, were both rejuvenated. We plan to rebuild the profitability of newspapers in Via Afrika the medium term. The book-publishing business had a tough year. Educational publishers Magazines underperformed, due mainly to The past year was one of the toughest reduced spend by education for the magazine industry departments, whilst general worldwide, marked by declines publishers were hit by the in advertising. Locally economic downturn. However, circulation remained some units, like NB Publishers, remarkably stable. sailed on. Thanks to the strength of our diverse portfolio of titles, Media24 magazines was able to grow its market share 38 Naspers Annual Report 2010
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Paarl Media There was a tragic loss of life in a fire at Paarl Print. Supportt was given to individuals affectedcted by this event. Their families are inn our thoughts. Various lessons have been learnt from the incident as outlined A decision was taken to develop a new printing in the sustainability section of this annual report. The works in KwaZulu-Natal to enable Paarl Media to provide re-establishment of Paarl Print as a book and sheet-fed flexible production facilities to its target market. process printer has subsequently been completed. Margins came under pressure. We had numerous On the Dot plant amalgamations or moves to ensure that On the Dot distributes media products ranging from efficiencies of scale and physical location are achieved. printed publications to CDs, DVDs and consumer electronic devices. On the DotD focuses on different supplysupply chains for books, magazines,ma newspapers, digital content,content, music,music, consumer electronicse and leaflets. Margins are underunder pressure,p but the downturn iiss providingprovidin opportunities to grow market share, supported by a focus onon operationalop efficiencies. On the Dot aims to expand its services.se This embraces the broadestb range of electronic devicesd possible and the delivery of physical goods using print-on-demand technology. Naspers Annual Report 2010 39
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Sustainability and corporate social investment Brazil In addition to its empowerment initiative, Welkom MIH Holdings has a 30% interest in Abril, the leading Yizani, Media24 is committed to uplifting the people magazine publisher in Brazil. in the communities in which it operates. It recognises Owing to the economic climate, advertisers postponed its impact on the environment and the importance of or cancelled in the first half of the year. Activities recovered effectively managing occupational health and safety encouragingly in the second half of the year. However, risks, as well as developing its employees. overall it was a challenging year for magazine advertising Media24 retained its top-level BEE accreditation and the market decreased by an estimated and is now rated as a value-added supplier, allowing 8,5%, while Abril saw a decrease of customers to claim 125% of spend as BEE spend. slightly less than 7%. During the year More details of the company’s sustainability initiatives Abril maintained a 52% share of the are contained in the governance and sustainability magazine subscription market and section of this annual report and increased its share of single-copy on its website (www.media24.co.za). sales to 37,4%. 40 Naspers Annual Report 2010
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Despite the tough operating conditions, Abril successfully contained costs, closed down a few projects and performed reasonably well. During the year Abril acquired MTV, a channel that broadcasts a variety of popular music and reality television shows and the Civita family acquired Atica & Scipioni a school book publishing business from Abril.
China The group has stakes in: k Xin’an Media Corporation, a newspaper publisher in the fast-growing city Anhui, in the Hebei province k the leading sports publisher in China, Titan Media, and k BMC, which operates a leading Beijing newspaper, the Beijing Youth Daily.
The economic climate affected these businessess to varying degrees, but progress was encouraging. 42 Naspers Annual Report 2010
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INTRODUCTION Assessment of the functioning of the audit and risk The board of directors conducts the management committee includes a focus on the key competencies of the committee. Those subsidiaries group’s business with integrity by applying with their own audit and risk management committees appropriate corporate governance policies follow the same practice. and practices in each company in the group. Whistle-blowing facilities are in place at most of the major subsidiaries. They make provision for employees Naspers is a multinational media group with operations to anonymously report unethical conduct in the in various countries in Africa, South America, Europe, workplace. China, India, south-east Asia and the USA. Its primary listing is on the JSE Limited (JSE). The company is STATUS: NEW COMPANIES ACT AND KING III therefore subject to the Listings Requirements of the The impact of the new South African Companies Act JSE, the guidelines contained in the King Report on and King III was a focus over the past year. To achieve Corporate Governance for South Africa 2002 (King II), as compliance with the new Companies Act, shareholders well as legislation applicable to publicly listed companies will be asked at the upcoming annual general meeting in South Africa. The implications of the new Companies to approve a new memorandum of incorporation with Act, No 71 of 2008 in South Africa (signed into law on effect from the still-to-be-announced effective date of 8 April 2008), as well as the King III Code and Report the new act. on Corporate Governance in South Africa are presently The board, its subcommittees and the boards being analysed. Naspers also has a secondary listing of its and subcommittees of subsidiaries MIH, MultiChoice American Depositary Shares (ADSs) on the London Stock and Media24, made good progress in assessing Exchange (LSE). the principles and practices contained in King III. Compliance with both the JSE and applicable LSE Subsequent to the year-end the Naspers board Listings Requirements is monitored by the audit and risk approved revised board and subcommittee charters, management committees of the board. which will come into effect in the new financial year. The board’s audit, risk management, human The responsibilities of the audit and risk management resources and nomination committees fulfil key roles in committee were separated and a new risk management ensuring good corporate governance. The group uses committee was formed. Similar changes were approved independent external advisers to monitor regulatory by the boards of MIH, MultiChoice and Media24. A developments, locally and internationally, to enable plan to address aspects of King III was approved, the management to make recommendations to the implementation of which is well under way. Where Naspers board on matters of corporate governance. appropriate for the group, the necessary changes to our The board has a process to annually review the governance policies and practices will be made. If any effectiveness and role of the board and its chair, as well principles or practices are found to be inappropriate as the effectiveness of the respective board committees. for the group, the reason for not implementing or not Naspers Annual Report 2010 43
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complying with King III’s recommendations will be appointed as a new member of the board. Mr Boetie disclosed. van Zyl fulfils the role of lead director in all matters not Naspers will produce an integrated report for the dealt with by the independent, non-executive chair. financial year ended 31 March 2011 and report on the At 31 March 2010 the board comprised application of King III at that time. 11 independent, non-executive directors, one non- executive director and two executive directors, as STATEMENT OF COMPLIANCE defined under the Listings Requirements of the JSE. The Listings Requirements of the JSE require that Six directors (43%) are from previously disadvantaged JSE-listed companies report on the extent to which groups and three directors (21%) are female. These they comply with the principles set out in King II. In figures are above the average for JSE-listed companies. terms of the JSE Listings Requirements, reporting with regard to King III is applicable for financial year-ends The chair beginning from 1 March 2010. Naspers will report on The chair is an independent, non-executive director. He the application of King III in its integrated report for provides guidance to the board as a whole and ensures the year ended 31 March 2011. The board, to the best that the board is efficient, focused and operates as a of its knowledge, believes that throughout the period unit. He acts as facilitator at board meetings to ensure under review the company has applied the principles a flow of opinions and attempts to lead discussions to of King II. optimal outcomes in the interests of good governance. He also, on occasion, represents the board in external THE BOARD communications in consultation with the managing Composition director and financial director. The details of directors at 31 March 2010 are set out on pages 66 to 69 of this annual report. The managing director Naspers has a unitary board, which fulfils oversight The managing director reports to the board and is and controlling functions. The board has a charter responsible for the day-to-day business of the group evidencing a clear division of responsibilities. The and the implementation of policies and strategies majority of board members are non-executive directors approved by the board. Chief executives of the various and independent of management, to ensure that no businesses assist him in this task. Board authority one individual has unfettered powers of decision- conferred on management is delegated through the making and authority. The roles of chair and managing managing director, in accordance with approved director are separate, ensuring a clearly defined division authority levels. of responsibilities. On 1 April 2009 Mr Pacak was reappointed to Appointments to the board the board as financial director after a three-month The board has adopted a policy about procedures sabbatical. On 25 November 2009 Prof D Meyer was for the appointment and orientation of directors. The 44 Naspers Annual Report 2010
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nomination committee periodically assesses the skills The company will continue director development represented on the board by non-executive directors to build on expertise and develop an understanding of and determines whether these skills meet the businesses and main markets in which the group the company’s needs. operates. Annual self-evaluations conducted by the board and its subcommittees also assist with this. Directors Conflicts of interest are invited to give their input in identifying potential Potential conflicts of interest are appropriately managed candidates. Members of the nomination committee, to ensure that candidate directors, as well as existing who are all non-executive, propose suitable candidates directors, are free of conflicts of interest between for consideration by the board. A “fit and proper” the obligations they have to the company and their evaluation is performed for each candidate identified. personal interests. Any interest in contracts with the company must be formally disclosed and documented. Retirement and re-election of directors Directors must also adhere to a policy on the trading of All non-executive directors are subject to retirement securities of the company. and re-election by shareholders every three years. In addition, all non-executive directors are subject to Independent advice election by shareholders at the first suitable opportunity Individual directors may, after consulting with the in the case of an interim appointment. The names of chair or the managing director, seek independent non-executive directors submitted for election or professional advice, at the expense of the company, re-election are accompanied by brief biographical on any matter connected with the discharge of their details (refer to pages 66 to 69 of this annual report) responsibilities as directors. to enable shareholders to make an informed decision on their election. The reappointment of non-executive Role and function of the board directors is not automatic. The board has adopted a charter setting out its responsibilities. Among other obligations, it: Orientation and development k determines the company’s mission, provides An induction programme is held for new members of strategic direction to the company and is the board and of key committees, specifically tailored responsible for the adoption of strategic plans and to the needs of the individual appointees. This involves industry and company-specific orientation, such as the implementation of values that support this meetings with senior management to facilitate an k evaluates and approves the annual business plan understanding of operations. Board members are and budget compiled by management also exposed to the main markets in which the group k retains full and effective control over the operates. The company secretary assists the chair with company and monitors management on the the induction and orientation of directors, including implementation of the approved annual budget arranging specific training if required. and business plan Naspers Annual Report 2010 45
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k appoints the managing director or chief executive without the managing director, financial director and chair officer, who reports to the board, and ensures that present, to discuss the performance of these individuals. succession is planned The company secretary acts as secretary to the board k approves the company’s financial statements, and its subcommittees and attends all meetings. Details interim and provisional reports, and is responsible of attendance at meetings are provided on page 70 of for their integrity and presentation this annual report. k evaluates the viability of the company and the group on a going-concern basis BOARD COMMITTEES k determines the company’s communication policy While the whole board remains accountable for the k determines director selection, orientation and performance and affairs of the company, it delegates evaluation to board subcommittees and management certain k ensures that the company has appropriate risk functions to assist it to properly discharge its duties. management, internal control and regulatory Appropriate structures for those delegations are in place, compliance procedures in place and that it accompanied by monitoring and reporting systems. communicates adequately with shareholders and Each subcommittee acts within agreed, written other stakeholders terms of reference. The chair of each subcommittee k establishes board subcommittees with clear terms reports at each scheduled board meeting. of reference and responsibilities The chair of each subcommittee is a non-executive k defines levels of authority for specific matters, director and is required to attend annual general and delegates required authority to board meetings to answer questions raised by shareholders. subcommittees and management Two Naspers directors serve on the Media24 safety, k monitors non-financial aspects pertaining to the health and environmental committee. business of the company The established board subcommittees are detailed k considers and, if appropriate, declares the below. payment of dividends to shareholders, and k regularly evaluates the performance and Executive committee effectiveness of the board and its subcommittees. This committee comprises a majority of non-executive directors, one being the chair of the board, who also Board meetings and attendance serves as the chair of the executive committee, plus The board meets regularly, at least four times a year, and two executive directors. The executive committee acts also when specific circumstances require it. The executive on behalf of the board with regard to the management committee will attend to urgent matters that cannot of urgent issues when the board is not in session, wait for the next scheduled meeting. The board held five subject to statutory limits and the board’s limitations meetings during the past financial year. The independent, on delegation. This committee met once during the non-executive directors meet at least once annually financial year. Details of attendance at meetings of the 46 Naspers Annual Report 2010
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members of this committee are provided in the table functions, including their charters, activities, scope, on page 70 of this annual report. adequacy, effectiveness and costs, and approve the annual plans and any material changes thereto Audit and risk management committee k evaluate procedures and systems introduced This committee, chaired by Mr Boetie van Zyl, comprises by management (including, without limitation, only non-executive, independent directors. All members internal controls, disclosure controls and are financially literate and have substantial business and procedures, and information systems) financial acumen. k evaluate legal matters that may affect the financial The committee held four meetings during the past statements financial year. Details of attendance at meetings of the k establish procedures for the treatment of members of this subcommittee are provided in the table complaints received by the company regarding on page 70 of this annual report. The managing director accounting, internal control or auditing matters and the financial director attend the audit and risk k review alleged incidents reported through the management committee meetings by invitation. whistle-blower facilities Both the internal and the external auditors have k determine the principles for using the external unrestricted access to the committee through the chair. auditor for non-audit services, and The internal and external auditors may also report their k evaluate the effectiveness of the committee. findings to the committee with members of executive management not in attendance. Human resources committee The scope of this committee includes compliance This committee, chaired by Mr Ton Vosloo, comprises only with the Listings Requirements of the JSE and the LSE. independent, non-executive directors. Executive directors Among others, the main responsibilities of the audit and certain members of management attend meetings and risk management committee are to: by invitation as appropriate. This committee met four k address all matters required to be dealt with by times during the financial year. Details of attendance an audit committee in terms of the South African at meetings of the members of this subcommittee are Companies Act and the JSE Listings Requirements provided in the table on page 70 of this annual report. k review and recommend to the board for approval Among others, the main responsibilities of the human the company’s annual report, interim and resources committee are to: provisional reports k determine the company’s remuneration philosophy k receive, evaluate and, where applicable, approve k annually review and approve remuneration packages the external auditor’s plans, findings and reports of executive directors, including incentive schemes k review and make recommendations to the board and increases on the viability of the company and the group on k annually appraise the performance of the managing a going-concern basis director and financial director k evaluate the internal audit and risk management k regularly review the group code of business ethics Naspers Annual Report 2010 47
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k annually review the general level of remuneration for under review in compliance with their terms of directors of the board, as well as its committees, and reference. recommend proposals to the board for final approval by shareholders at the annual general meeting THE COMPANY SECRETARY k fulfil delegated responsibilities in respect of the The company secretary and group legal counsel are group’s share-based incentive schemes responsible for providing the board with guidance k assess annually the succession planning for key on the discharge of its responsibilities in terms of positions in the group legislation and regulatory requirements. k approve appointments and promotions of top Directors have unlimited access to the advice and executives, and services of the company secretary. The company k evaluate cases of unethical business behaviour, if any, secretary plays an active role in the company’s by senior managers and executives of the company. corporate governance and ensures that in accordance with the pertinent laws, the proceedings and affairs of the board, the company itself and, where appropriate, Nomination committee shareholders are properly administered. She is also This committee is chaired by Mr Ton Vosloo and the company’s compliance officer as defined in comprises only independent non-executive the Companies Act, No 61 of 1973, and delegated directors. Executive directors and certain members information officer. The company secretary monitors of management attend meetings by invitation. This directors’ dealings in securities and ensures adherence committee met four times during the financial year. to closed periods for share trading. Details of attendance at meetings of the members of this subcommittee are provided in the table on RISK MANAGEMENT page 70 of this annual report. The main responsibilities As an international multimedia group with business of the nomination committee are to: activities in various countries, the group is exposed k annually review the effectiveness of corporate to a wide range of risks. However, the diversified governance guidelines and charter of the board nature and geographical spread of the group helps to k make recommendations to the board on the spread risk, particularly in relation to global political structure, size and composition of the board and economic instability, market development and k evaluate the performance of the board, its currency fluctuations. The identification of risks and subcommittees, directors and the chair, and their management forms part of each business unit’s k make recommendations to the board on the business plan. These are assessed by the board annually. appointment of new directors. Several group companies have specific risk management functions. The audit and risk management Discharge of responsibilities committee also reviews the risk management process. The board has determined that all subcommittees Going forward, the new risk committee will be discharged their responsibilities for the year responsible for reviewing this process. 48 Naspers Annual Report 2010
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An internal control overview forum monitors the Legislation and regulations system of internal control. At present the following The media industry is, in general, subject to major group risks are evident, among a wide range government regulation in most countries. Failure or of potential exposures: delays in obtaining or renewing regulatory approvals could influence the availability of our services to our Global political and market developments customers. The Naspers group aims to comply with The Naspers group operates in the media industry applicable laws and regulations. To achieve this the internationally and has its primary listing on the group cooperates with the various regulators in the JSE and a secondary listing on the LSE. It is countries in which it operates. Furthermore, the group consequently sensitive to any global political and participates in the regulatory processes in the various other events that may influence the global economy territories, in conjunction with local partners. or share prices. Political and economic instability Political instability in any of the countries in which the Competition and technical innovations group operates, could cause us damage. The group The group operates in fiercely competitive and undertakes an initial risk assessment before entering sometimes maturing markets. Technology forms an new territories and monitors current risks in countries integral part of its operations. Several print products in which it operates. may be diminished by internet rivals. The group devotes significant resources to analyse emerging trends Technical failures in technology and consumer demand, and to the Satellites: The group’s pay-television services are mostly development of new products and services. However, delivered to subscribers via satellite. Satellites are subject it may be caught off guard by new technology or start- to damage or destruction, which may disrupt the ups or speed of development. transmission of services. Procedures are implemented to augment the availability of services, ranging from back- up capacity to built-in redundancy. The cost of these Currency fluctuations measures is considered against the impact and likelihood The group reports in South African rand, the exchange of the risk occurring and consequently, in some cases, rate of which may vary relative to other currencies. In satellites or other key components remain unprotected addition, in several markets the group has substantial or only partially protected. input costs in foreign currencies. The movements of Electricity supply: The production and distribution these currencies could have a negative or positive of the group’s products depend on electricity supply. impact on our income or expenses. Unrealised and Economic growth in emerging markets places pressure realised currency translation gains or losses may distort on the sources of electricity. The group has taken some the group’s financial accounts. The group has a policy measures to lessen the impact of power failures, but to hedge the majority of its foreign currency positions, protracted power failures will have a negative impact where this is achievable. on revenues. Naspers Annual Report 2010 49
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Printing facilities: Damage or malfunction or fires in The group evaluated its internal control systems as the printing environment could disrupt circulation at 31 March 2010 with regard to financial reporting and of print media and decrease revenue. safeguarding of assets against unauthorised purchases, use or sales. Unauthorised access to our programming signals During the period under review, the internal control The delivery of subscription television programming system revealed no significant breakdown in internal requires the use of conditional-access technology to control. prevent unauthorised access to programming. We face the risk that our programming signals will be accessed INTERNAL AUDIT by unauthorised users. An internal audit function is in place throughout the group and is an independent appraisal mechanism INTERNAL CONTROL SYSTEMS that examines and evaluates the group’s procedures The company has a system of internal controls, based and systems, including internal controls, disclosure on the group’s policies and guidelines, in all material procedures and information systems, ensuring that subsidiaries and joint ventures under its control. For those these are functioning effectively. The head of internal entities in which Naspers does not have a controlling audit reports to the chair of the Naspers audit and risk management committee, with administrative reporting interest, the directors who represent Naspers on these to the financial director. A large part of the internal audit boards seek assurance that significant risks are managed fieldwork is outsourced to a major audit firm. and systems of internal control are effective. Risk managers and the internal auditors monitor the functioning of RELATIONS WITH SHAREHOLDERS internal control systems and make recommendations The company maintains communications with its key to management and to the audit and risk management financial audiences, including institutional shareholders committee. The external auditor considers elements and analysts. The investor relations unit, headed up of the internal control systems as part of its audit and by Mrs Meloy Horn, manages interaction with these communicates deficiencies when identified. audiences, and presentations take place after the All control systems do, however, have shortcomings, publication of interim and final results. including the possibility of human error and the evasion The company’s website (www.naspers.com) or flouting of control measures. Even the best such system may provide only partial assurance. The group’s provides the latest and historical financial and other internal controls and systems are designed to provide information, including financial reports. reasonable, and not absolute, assurance on the integrity The board encourages shareholders to attend and reliability of the financial statements; to safeguard, its annual general meeting, notice of which is verify and maintain accountability of its assets; and contained in this annual report, where shareholders to detect fraud, potential liability, loss and material have the opportunity to put questions to the misstatement, while complying with applicable laws and board, management and the chairs of the various regulations. subcommittees. 50 Naspers Annual Report 2010
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BUSINESS ETHICS subcommittees of the board and boards of subsidiaries. In support of the requirements of King II, the company A premium is payable to the chair of the board, as well has formalised its business ethics management process as chairs of subcommittees. within the group. The group code of business ethics is Remuneration is reviewed annually, with reference compliant with appropriate regulatory requirements. to competitors and similar companies, including those This code applies to all directors and employees that have a dual listing on the JSE and an overseas in the group. Ensuring that group companies adopt securities exchange. Independent advice is acquired to appropriate processes and establish supporting review directors’ remuneration. Their remuneration is policies and procedures is an ongoing process. Policies not linked to the company’s share price or performance. and procedures that address key ethical risks, such as The board annually recommends the remuneration of managing conflicts of interests and the acceptance of non-executive directors for approval by shareholders. inappropriate gifts, are focused on. In remunerating executives, the group aims to The human resources committee acts as the overall attract exceptional entrepreneurs. It needs to motivate custodian of business ethics. The disciplinary codes and retain competent leaders in its drive to create and procedures of the various companies are used to sustainable shareholder value. We aim to recognise top ensure compliance with the policies and practices that performance to further grow the value of the group. underpin the overall code of business ethics. Unethical The remuneration philosophy for executives strives to meet this objective. Accordingly, the focus of the policy behaviour by senior staff members is reported to the is not primarily on guaranteed annual remuneration human resources committee, as well as the manner in packages, but rather on individual incentive plans linked which the company’s disciplinary code was applied in to the creation of shareholder value. such instances. Remuneration packages are monitored and Naspers is committed to conducting its business compared with market forces. Most executives have with integrity. This commitment is captured in our an annual bonus scheme, requiring that strategic and integrity chain, which expresses the guiding principles. operational objectives (including financial targets) The group expects all directors and employees to share relative to budget are surpassed. its commitment to business ethics and legal standards. As long-term incentives, executives typically participate in share-based incentive schemes in REMUNERATION respect of Naspers N shares or, in appropriate instances, The remuneration policy and its execution is the shares or share appreciation rights in their respective responsibility of the human resources committee. subsidiaries. These awards normally vest over a period Non-executive directors receive annual remuneration of four or five years. as opposed to a fee per meeting. This recognises The fees for non-executive directors for the past the ongoing responsibility of directors for the year, as well as the remuneration packages of executive efficient control of the company. This remuneration directors, are set out on pages 126 and 127 of this is augmented by compensation for services on the annual report. Naspers Annual Report 2010 51
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SUSTAINABILITY
INTRODUCTION play a part in improving literacy levels. Television opens up the world to many people. The Naspers group plays a role in sustainable SuperSport has become the prime funder of sports development of South Africa. We pay leagues across the continent. Without SuperSport, sport across sub-Saharan Africa will be a lot poorer. It also taxes to government and remuneration to promotes the social and economic goals regarding employees. Socially, Naspers contributes sport across the African continent. via community involvement, and also Naspers’s international businesses are mostly environmentally through its efforts to internet platforms (focusing on commerce, reduce the broader group impact by using communities, content, communication and games). Each has programmes in place to address training and sophisticated printing technologies, recycling staff wellness needs. Generally, internet businesses are and focusing on energy efficiency.Several considered to have a lower impact on the environment broad-based black economic empowerment than print media – primarily due to the use of electricity. schemes have been introduced over the years. As we expand the group’s international presence in emerging markets, the focus will remain on Naspers is one of the most empowered media sustainable development. We want to contribute to companies in South Africa for the third year running, the communities in which we operate; develop our according to the Financial Mail own people; contribute to economic empowerment survey that reviews prosperity at national and individual the top 100 listed companies level; and minimise our impact on the on the JSE for black economic environment. empowerment. One of the group’s most Sc f ope o the report important contributions in its home This report to stakeholders concentrates country has been education. We mainly on our South African operations, 52 Naspers Annual Report 2010
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which are largely mature businesses in well-regulated Workforce sectors. South Africa is a nation in transition, focused on maximising the benefits of a still-young democracy 2 977 for all. Clear targets have been set for a number of key 3 147 indicators. This report will focus mainly on the progress made by our managed businesses in South Africa: 7 095 6 382 MultiChoice (pay television) and Media24 (publishing, distributing and printing). We acknowledge the complexities of compiling a meaningful report for the group outside South Africa given the people differences between the jurisdictions 2010 2009 in which we operate in 129 countries across the globe. MultiChoice In each of these areas, we will as a minimum comply Media24 with local standards and legislation and eventually try to surpass them.
OUR PEOPLE The group complies with labour legislation in its than those prescribed by the Basic Conditions of areas of operation. In South Africa, MultiChoice and Employment Act and so far no retrenchments have Media24 statutory reports are submitted. During the been successfully challenged at the Commission for past year, Media24 restructured its operations in line Conciliation, Mediation and Arbitration (CCMA). with its revised strategy to ensure a cost-effective operation. While this reduced the workforce to right- DIVERSITY AND EMPLOYMENT EQUITY size costs in a severe recession, forced retrenchments Appropriate consultative forums protect the interests of were kept to a minimum. In all retrenchment employees, provide representation and have become a cases, severance benefits were significantly better valuable platform for joint decision-making. Naspers Annual Report 2010 53
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The group values diversity in its workforce, with the current demographic profile tabulated below.
MultiChoice’s workforce
2010 2009 Male Female Male Female 1% 2% 1% 2% 1% 1,5% 1% 1%
21% 27% 20% 28%
70% 77% 69,5% 77%
Q Black, coloured and Indian Q White Q Foreign nationals Q Disabled
Media24’s workforce
2010 2009 Male Female Male Female 2% 2% 1% 1%
38% 40% 40% 44% 60% 58% 59% 54%
Q Black, coloured and Indian Q White Q Disabled 54 Naspers Annual Report 2010
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TRAINING AND DEVELOPMENT in 1997. The programme deals with a cross-section of The MultiChoice group embraces the principles of issues confronting sport administrators in their daily black empowerment, particularly in appointing staff work environment and equips senior managers with and skills enhancement. Different programmes develop a sound foundation in the fundamentals of sports law, employees at various levels – ranging from supervisory sponsorship and communication. Currently, 28 sport to executive management. MultiChoice supports some administrators are enrolled in the programme. students who have completed their tertiary studies SuperSport was instrumental in the launch of the through internship and learnership programmes. Certificate Programme in Management Development In the reporting period 29 students were part of this hosted by the University of Nigeria and the National programme, bringing the total since 2008 to 91. Sports Commission in Abuja, where 18 Nigerian sport The management programmes for the year administrators are enrolled. include: Media24 views employment equity as a strategic k Management Advancement Programme (MAP) advantage. Each business unit has an employment attended by 20 students (12 black, three coloured, equity plan and strategy with specific objectives. one Indian, four white) Despite the overall reduction in staff numbers, the k New Managers Programme (NMP) attended by percentage of designated groups, particularly black 16 students in conjunction with Wits Business people, has improved to 54%. Diversity training is School (11 black, two coloured, three Indian) actively promoted across the company. Media24 k Media Management Programme (MMP) attended invested some R12,5m in the current financial year in by five students (one black, one coloured, two developing employees at various levels. Indian, one white), and In our international businesses, mainly k Master of Business Administration internet businesses, we aim to attract the (MBA) attended by one Indian student. best young engineers and training and SuperSport initiated the SuperSport development is key to our strategy of Management Advancement Programme operating leading internet platforms in in conjunction with the Wits Business School emerging markets. Naspers Annual Report 2010 55
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SKILLS DEVELOPMENT k 16 trainees (12 black, four white), and Across the group, skills development is critical to k 12 learners (eight white, three black, one maintain our competitive advantage. coloured). With technology at the core of MultiChoice’s Media24 also awarded 127 bursaries to employees business, skills development is multifaceted. The for part-time studies in 2010. company’s learnership programmes combine The Paarl Media group learnership programme vocational education and training modules is entrenched at all plants. In collaboration with towards qualifications registered on the National the Printing Industries Federation of South Africa Qualifications Framework (NQF). Its learnerships (PIFSA), a revised printers’ trade curriculum was and internships build skills, improve performance, completed in 2009. The group management create work opportunities and career advancement trainee programme gives previously disadvantaged for people who cannot secure employment due to graduates an opportunity to enter the organisation lack of skills, create a talent pipeline for scarce skills at trainee-management level. Given the need for and recruit talent into entry positions. skills development and specialised training in the MultiChoice awarded 51 bursariesbu sa es in 2010, 0 0, printingp g industry,y, Paarl Media broke ground by bringing the total number off bbursariesursaries awaawardedrded establishingestablishing the AcademyAcademy ofo Print (AOP) to address to 161 since 2008. Media24 investednvested R11m in some ooff tthehe most prevalent needs developing current and futurere journalists utiutilisinglisin the revised printers’ through its Journalism Academy,emy, ttraderad curriculum. delivering the first 29 graduatestes in the past year. Beneficiaries of the academy TRANSFORMATIONTR programme, some of whom are still TrTransformationa is a enrolled in the programme, included:ncluded: strategicstrat imperative for k 17 bursary holders (five black,lack, Naspers,Naspe both to comply with six coloured, one Indian, South African legislation and five white) to ensureensu our workforces reflect 56 Naspers Annual Report 2010
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its successful empowerment transaction in 2006, whereby 120 000 new shareholders were introduced the group achieved maximum points in the shareholding the demographics of the country. Various ongoing area. With its recent initiatives to promote the local film initiatives are in place to develop appropriate skills and industry, it believes that such initiatives will improve responsible procurement practices. scores in the area of enterprise development. In 2004 Media24 established a transformation forum that functions as a policy-making body to monitor DIRECT EMPOWERMENT various elements of the South African Black Economic Phuthuma Nathi Empowerment. The forum is chaired by Media24’s In line with its chief executive and includes senior management commitment to from each business unit. In recent years Media24 has BBBEE, MultiChoice made progress with its transformation aims, which are created Phuthuma monitored against a scorecard for the Department of Nathi Investments Trade and Industry’s code of good practice for broad- and Phuthuma Nathi based black economic empowerment (BBBEE). Investments 2, the On this measure, Media24 has increased its score largest empowerment from 58 to 66, making it a level-four contributor with transactions in a 100% recognition level, receiving full marks on the media sector. the enterprise development and socio-economic Together these wholly development elements of the scorecard. black-owned companies added 120 000 black MultiChoice is categorised as a level-four contributor shareholders to the company’s shareholder base. The with a score of 65%. MultiChoice has also made good success of Phuthuma Nathi lies in its unique structure: progress in the elements of the scorecard pertaining by making the schemes broad-based and accessible to to management control, employment equity, skills people across income levels, ordinary South Africans development and preferential procurement. Following themselves were able to invest in MultiChoice. Naspers Annual Report 2010 57
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Welkom Yizani Other company-specific procurement initiatives In 2006 Media24 launched include: the biggest BBBEE share k At Newspaper Leaflet Distributors (NLD) (a offer in the print media distribution business in Media24), about 95% of its industry, Welkom Yizani, contractors come from previously disadvantaged resulting in eligible black communities. They, in turn, provide jobs to over people and groups 2 000 employees countrywide. acquiring equity in k The establishment of an independent and black- Media24 Holdings. The offer was three owned postal service company Multi-Mail, following times subscribed. In December 2009 to mitigate the the rationalisation of Media24’s postal service. impact of the recession on the value of their shares, k NND24, one of Media24’s distribution businesses, Naspers partly wrote off R330m of its funding in provides jobs for over 600 people through Welkom Yizani and the scheme was extended by a 119 private contractors who provide ancillary services. further two years to December 2013. This proactive k Several Media24 titles such as the Daily Sun, Son and step has given Welkom Yizani shareholders a better City Press use contractors to sell and distribute their opportunity to profit from their original investment. products, providing job opportunities to more than 2 000 newspaper sellers. BLACK ECONOMIC EMPOWERMENT k Media24 has partnerships with several BEE PARTNERS companies. Kurisani Investments has a 16% Media24, MultiChoice and other group companies shareholding in Paarl Print and Paarl Web Gauteng, have combined their buying power in South Africa respectively. Kurisani also finances loveLife, a in a centralised bargaining company called M-Web community organisation that runs life skills and CommerceZone, which is mandated to implement a HIV/Aids prevention campaigns for youngsters BEE procurement policy. Suppliers’ BEE performance countrywide. is evaluated against specific criteria and suppliers are In addition to the empowerment initiatives MultiChoice expected to boost their annual BEE rating. procures large numbers of decoders from a local 58 Naspers Annual Report 2010
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manufacturer. This initiative resulted in the creation Media24 to equip them to execute their jobs in a safe and of several employment opportunities in the areas of effective manner. The nature of the print business, which manufacture, logistics for the distribution of decoders, as owns and manages distribution networks and printing well as the creation of several sales channels. MultiChoice facilities, makes it the area in the Naspers group where also created a network of some 900 installers as well as the inherent risk for injuries on duty are most likely. The customer service touch points through the establishment Media24 safety, health and environment committee, a of approximately 110 agencies across South Africa. subcommittee of the Media24 board was formed in 2008 and monitors significant related issues in the Media24 HEALTH AND SAFETY group. Implementing a healthy, safe workplace at both MONITORING administrative and production facilities is a priority. Media24 and MultiChoice conduct annual health, safety Where required and in line with local legislation, health and environmental compliance audits as well as building and safety committees – comprising responsible, scans. Injuries on duty are stringently monitored, and trained individuals – ensure compliance with applicable the company aims to have as few injuries or deaths as regulations. Appropriate medical emergency and disaster possible on duty. recovery plans have been devised for operating businesses. Tragically, a fire at Paarl Print in April 2009 caused Annual occupational health and safety risk-control audits 13 deaths and serious injuries to four people, the worst in are conducted by South African operational entities and the group’s history. We feel deeply for the families affected. improvements implemented as required. Group companies assisted the affected families financially Significant matters are reported to and monitored by paying out some R6,8m. Assistance was also provided in the Naspers audit and risk management committee. Media24’s distribution and printing the submission of their Compensation for Occupational operations make extensive use of Injuries and Diseases Act, 1993 (COIDA) claims. The contractors and organisers. Most of these Paarl Media Group has conducted an extensive workers are from previously disadvantaged review and gap analysis of all its factories, and backgrounds and receive training from the following steps have been taken: Naspers Annual Report 2010 59
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k Kulite was replaced as the thermal under-roof insulation material at all facilities at a cost of approximately R50m. k A communication plan was executed to ensure an adequate understanding of health and safety requirements within the Paarl Media Group. k More stringent appointment and screening from programmes to assist employees to stop processes were instituted for the recruitment smoking to HIV/Aids tests. Regular medical, eye and of professional teams. hearing tests are performed on drivers and staff k Improvements to systems were implemented in exposed to noise. Professional and independent respect of health and safety elements such as hazard psychosocial support is provided for staff in certain identification and risk assessments, related training businesses. (including fire drills) and reinspection of facilities by MultiChoice offers a range of convenient, accessible internal and external parties. There were no other and affordable wellness and work/life services to deaths on duty in the Media24 group. all employees on site. MultiChoice also provides a Montessori nursery school for its Randburg employees. Some SuperSport technical employees, commentators Media24 has a wellness centre at its Cape Town and presenters are required to travel to sports events offices and certain printing facilities. Health services broadcast by SuperSport. One of the regular rugby offered include hypertension and diabetes testing, free commentators was killed in a motor vehicle accident. HIV/Aids counselling and testing, and a number of risk- In another incident, three technical employees were control programmes. Ongoing wellness support is also kidnapped in Nigeria following the broadcast of a provided by mobile clinics throughout the company. regional football match. All three escaped. HIV/Aids WELLNESS We are acutely aware of the HIV/Aids pandemic in Several wellness programmes are operated by group Africa, and the social and economic implications of subsidiaries in respect of employee health. These range this disease. Comprehensive programmes in Media24, 60 Naspers Annual Report 2010
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MultiChoice South Africa and in South Africa. The primary source of electricity MultiChoice sub-Saharan Africa in South Africa is coal. Given the higher emission comprise: rate of coal-fired power, 95% of the South African k information and awareness businesses’ total carbon footprint stems from the campaigns use of electricity. The relative contribution to the k voluntary free testing gross direct carbon footprint for the South African k free counselling, and operations remains stable, based on a 2010 total k comprehensive medical treatment programmes. footprint of 129 760 tons of CO2 (2009: 106 184 tons). The group implemented energy-saving light ENVIRONMENT fittings as well as motion sensors in its head office in In the past year the group again evaluated its direct Cape Town during the past year, resulting in an annual impact on the environment. Results show that the reduction of 5% in the building’s carbon footprint. most significant direct impact on the environment Media24’s paper suppliers are based in South remains the use of electricity (so-called scope 2 Africa and Europe and are continuously investigating emissions) in print and pay-television operations options to limit the impact on the environment while ensuring that top-quality paper products are used in Carbon footprint spread our publications. Paarl Media is the first African printing organisation Office buildings to receive the Forest Stewardship Council (FSC) 22% chain-of-custody certification. This is an independent international verification that products printed can be Logistics 4% traced back from their point of origin to responsible, Digital Printing well-managed forestry, controlled and recycled 2% plants 72% sources. Paarl Media offers clients a range of environmentally sustainable paper and has taken Naspers Annual Report 2010 61
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CASE STUDY GREEN HEADQUARTERS One of the group’s international companies, Irdeto, built its new western headquarters in Hoofddorp, the Netherlands. This building features IT solutions that reduce the need for travel, such as audio and video conferencing facilities, and save on equipment and power. Environmental infrastructure includes a heating and air-conditioning system housed 80 metres below ground that stores hot and cold water, reducing the the lead in the print industry in South Africa by energy needed to heat and cool the building in winter recognising the impact of print-production processes and summer. Sensors in temporary-use areas, such as on natural resources and implementing practices to bathrooms and meeting rooms, control lighting and minimise these effects. As part of its environmental minimise energy use. policy, the company is seeking measures to eliminate emissions. The Paarl Media group focuses strongly on reduction and recycling projects. It recycles all paper not sold as part of the printed product to Mondi, which reuses the paper. Newspapers are printed from recycled paper. Operations in the rest of the world under Naspers’s management control are mainly internet operations. As such, their environmental impact is limited mainly to use of electricity. The building was designed using green architectural principles and is constructed from 100% sustainable Eliminating emissions wood, with carpets and wall coverings made from Paarl Media led the way in South Africa in 2005 recycled materials. The building at any given time by installing sophisticated technology to service accommodates only 70% of the employees, as all web presses and eliminate emissions in line with employees of this global company are not in the stringent international standards. In 2007, certain office on a daily basis at the same time. This saved web presses were fitted with advanced dryers to on square meterage required in constructing the ensure emissions to air are free of odour, visual smoke building and results in a saving on parking bays for and polluting substances. These dryers meet strict employees. By locating the structure opposite a train global emission compliance standards. In addition, energy is recovered from the oxidisation process to station and installing cycle racks outside, employees be reused in the drying section, reducing gas energy are encouraged to use environmentally friendly modes consumption. of transport. 62 Naspers Annual Report 2010
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FINES also enables its staff and customers to benefit community In the past year there were no environmental accidents organisations of their choice. Current initiatives include: nor were any environmentally related fines imposed by k The Carte Blanche Making a Difference campaign the South African government. has to date raised over R60m from corporate and private sponsors to turn the wish lists of state hospitals OUR COMMUNITIES and certain charity organisations in South Africa The group plays an active role in its communities, into reality. focusing mainly on literacy and educational k The SuperSport Let’s Play initiative is getting children programmes in Africa. In the review period, South active, and is now entrenched in schools, suburbs and African group companies spent R45m on corporate townships across South Africa after raising R2,7m in sponsorship since April 2009. social investment initiatives. k The MultiChoice Orphaned and Vulnerable Children Because MultiChoice operates in a highly programme assists care centres by providing new and regulated environment in South Africa, refurbished buildings and homes, as well as training care legal compliance is important. personnel. Five children’s centres and MultiChoice plays a constructive over 100 orphans have benefited to date. role in the regulatory process kThe Film Talent Incubator aims to affecting the communications fast-track development of previously industry by participating in various disadvantaged individuals in the local public forums and debates to give film industry. Since inception in 2007, inputs on formulating standards 48 students have graduated and are and strategies for this industry. The now valued members of the film group received no significant fines industry in South Africa. for non-compliance in the past year. k The MultiChoice Information MultiChoice South Africa plays Communication Technology (ICT) a valued role in its communities. It in Schools initiative equips schools Naspers Annual Report 2010 63
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with multimedia centres – new computers, television sets, video recorders, satellite decoders and dishes. This has helped participating schools enhance learning by equipping learners to manage in a technologically driven society. So far, especially projects related to its industry, such as literacy MultiChoice has helped over 6 500 learners in initiatives. In the past year Media24 invested some 15 schools. R16m in community projects throughout South Africa. k A customer-focused initiative, Reach Out, gives The main focus was on welfare, health and education: subscribers the opportunity to make a difference to k Through the Media24 Lapdesk Challenge, the the charity organisations of their choice. company has donated almost 30 000 lapdesks to k The entire MultiChoice group is involved in needy schools. Several Media24 publications, such MultiChoice Make a Difference. To date over as Rapport, Sunday Sun, City Press, Tuis/Home and 1 000 employees have embarked on the community newspaper, City Vision, 23 projects to improve the lives of have supported this initiative. As its others within the community, which MultiChoice funds. flagship project, the Media24 Lapdesk k Through the CNN MultiChoice Challenge received advertising African Journalist Awards, now support of over R4m. in their sixth year, we recognise k Media24’s support for the arts excellence in journalism on continued with financial sponsorship the continent by encouraging and editorial support for festivals journalists to tell African stories. in particular. The aim is to provide Media24 wants all South Africans opportunities for emerging young to read. Accordingly, the company artists and to make productions has invested in numerous projects accessible to previously disadvantaged that educate, uplift and develop, communities. 64 Naspers Annual Report 2010
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k Media24 supported the past financial year over 226 grade development of several high- 12 learners from 28 high schools school-prescribed reading books in the Western and Eastern into stage productions which Cape participated in these attracted thousands of learners to programmes. Final matriculation city-based theatres. results were encouraging, with k An active Volunteers24 team (now the best mentored learner scoring over 200 individuals) worked on numerous projects five distinctions and a pass rate of 83,6%. Two including WWF’s Earth Hour (supported by extensive participating schools achieved fifth and sixth spots advertising and editorial support from Media24 on the Western Cape Education Department’s list of publications), the Rachel’s Angels mentorship schools with the best progress in 2009. Both trusts programme and various media-in-the-classroom also initiated an extensive programme for teachers, projects. The volunteer corps also upgraded which include project management courses and community, administration and computer centres school management training. of a primary school and developed a green initiative k Media24’s MiK project helps learners use newspapers in Elsies River, Cape Town; raised funds for for their daily schoolwork. MiK aims to create an HIV/Aids project in KwaZulu-Natal; a culture of reading and learning and participated in toy drives for among learners, educators and the preschools in underprivileged broader community. communities. k Mentorship programmes The Paarl Media Group is active in association with the in its communities at both Stellenbosch University social and environmental levels. (Rachel’s Angels Trust) and Fort Some of its current projects: Hare University (Inkwenkwezi k The Paarl Mountain project that Trusts) are progressing well. In the aims to clear the area of alien Naspers Annual Report 2010 65
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vegetation. In early 2009 Paarl was hit with three trust provided bursaries to seven tertiary students in major fires, including a series of blazes raging over 2008, nine in 2009 and 10 students in 2010. Currently the Paarl mountain. Paarl Media partnered with 22 students are completing their degrees. other local businesses to initiate a R1,2m project to MultiChoice, in partnership with the ministries offer sustainable employment for affected workers of education in key countries in Africa, establishes while addressing environmental MultiChoice Resource Centres as a learning issues in the region. tool for learners in underresourced schools. k Paarl Web that supports The Big MultiChoice provides and installs decoders, Issue by sponsoring printing televisions and DVD recorders. The DStv and binding services. The Big Education bouquet, comprising eight Issue is a socially responsible educational channels namely the History organisation that enables willing, Channel, National Geographic, National unemployed and marginalised Geographic Wild, BBC World, BBC Knowledge, adults to take responsibility Discovery, Mindset Learn and Animal Planet, for their own lives through a is provided free of charge to MultiChoice developmental employment Resource Centres in over 800 schools in programme. Its vendors are mainly 24 countries. Additionally, educators in long-term unemployed people from these schools are trained by MultiChoice Cape townships. on how to integrate this educational k The Paarl Media Bursary Trust programming into the curricula and provides funding for previously lesson plans. disadvantaged students, mainly from the Paarl community, to study at CONCLUSION tertiary level at the Stellenbosch University, University Our aim is to create value for our shareholders, a of the Western Cape, Cape Peninsula University of productive environment for our people and we try Technology or Elsenburg Agricultural College. The to be useful to the communities we serve. 66 Naspers Annual Report 2010
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Ton Vosloo Rachel Jafta Koos Bekker
Ton Vosloo became managing Rachel Jafta, who holds a BEcon, Koos Bekker led the founding director of Naspers Limited in 1984, BEconHons, MEcon and PhD, is an team of M-Net in 1985, serving as serving as executive chairman associate professor in economics at chief executive of the MIH group from 1992 to 1997. He served as a Stellenbosch University. She joined until 1997. He was also a founding journalist from 1956 to 1983 and Naspers as a director in 2003 and director of MTN. He is a director of as editor of Beeld from 1977 to was appointed a director of Media24 Media24, MIH B.V., MIH (Mauritius) 1983. He is a director of Media24 in 2007. She is a member of the Limited, MIH Holdings, MultiChoice and MultiChoice South Africa South African Economic Society and South Africa Holdings and other Holdings, and chairman of MIH director of Econex. She is chairperson companies in the wider group. He B.V., MIH (Mauritius) Limited and of the Cape Town Carnival Trust also serves on the local organising MIH Holdings and independent, and a board member of the South committee for the 2010 Fifa Soccer non-executive chairman of the African Institute of Race Relations. World Cup and the Council of board of Naspers, a position he She conceptualised the Rachel’s Stellenbosch University. He has has held since 1997. He is a former Angels empowerment project, which been chief executive of Naspers chairman of Sanlam, M-Net, is a Media24 initiative that operates since 1997. the WWF (SA) and of the Cape in the Western Cape in association Philharmonic Orchestra. Ton was with Stellenbosch University. She awarded the Nieman Fellowship is a member of the audit and risk from Harvard University in 1970. He management committees of Naspers has been awarded three honorary and Media24. She was appointed doctorates. chair of the Media24 audit and risk management committee in April 2008. Naspers Annual Report 2010 67
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Jakes Gerwel Fred Phaswana Debra Meyer Steve Pacak
Jakes Gerwel joined the Fred Phaswana holds the Debra Meyer was appointed Steve Pacak began his Naspers group as a director qualifications BAHons, a director from 25 November career with the Naspers in 1999. He is a former MA and BComHons. He 2009. Currently, professor group as group financial director-general in the joined the Naspers group of biochemistry at the manager of M-Net in office of past president as a director in 2003. He is University of Pretoria, she 1988 and held various Nelson Mandela, secretary chairperson of Standard holds a PhD, biochemistry executive positions in the to the cabinet and rector Bank of South Africa and molecular biology MIH group. He is a director of the University of the Limited and a director from the University of of Media24, MIH B.V., MIH California (Davis). She writes Western Cape. He is of Anglo American (Mauritius) Limited, MIH for scientific journals and chancellor of Rhodes South Africa. He is also Holdings, MultiChoice is a freelance/occasional University and the chairman chairperson of the SA South Africa Holdings and journalist for several of Brimstone Investment Institute of International other companies within the newspapers and magazines. Corporation, Media24 Affairs. wider Naspers group. Steve She is a published poet, and Welkom Yizani. was appointed an executive has won several awards in He is a member of the director of Naspers in 1998. her field of expertise and executive and the human was recognised by Rapport resources and nomination and City Press in 2007 as committees of Media24 one of 10 nominated for and Naspers. the Prestigious Women Awards. She is actively involved in social issues, particularly with regard to HIV/Aids, and serves as trustee or board member of various organisations and community bodies. 68 Naspers Annual Report 2010
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Boetie van Zyl Francine-Ann du Plessis Lambert Retief
Boetie van Zyl holds the Francine-Ann du Plessis has been a Lambert Retief obtained qualifications PrEng and director of Naspers since 2003 and the qualifications BCom and BSc(Mech). He joined the Naspers holds the qualifications BComHons BComHons at Stellenbosch group as a director in 1988. He Taxation, LLB and CA(SA). Although University. He then qualified as a is a member of the boards of she is admitted as an advocate of CA(SA) and completed the Owner MIH Holdings, MIH (Mauritius) the Cape High Court, she practises President Management (OPM) Limited, MIH B.V. and Media24, as a chartered accountant and is programme at Harvard Business and is a director of the Peace Parks a director of Loubser du Plessis Inc., School. He is a director of Media24, Foundation in South Africa. He chartered accountants. She is a chair and former chief executive of is chair of the Naspers audit and member of the audit and risk Paarl Media Group and a director of risk management committee, management committee of other group subsidiaries. He is also a member of the audit and risk Naspers. She also serves on the a director of the listed group management committees of boards of Sanlam Holdings and Zeder Investments Limited. He has Media24 and MIH, and a member Sanlam Life as well as Palabora held various executive positions in of the human resources and Mining and KWV Group. the printing industry, including the nomination committees of positions of president of Media24 and Naspers. Print Industry Federation of Southern Africa (PIFSA) and chairperson of the Provincial Press Union. Naspers Annual Report 2010 69
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Ben van der Ross Lourens Jonker Hein Willemse Neil van Heerden
Ben van der Ross is Lourens Jonker obtained Hein Willemse obtained Neil van Heerden is a chairman of RMB Asset the qualification BScAgric the degrees MBL (Unisa) trustee of the University of Management (Proprietary) with further studies at and MA, DLitt (UWC). He the Western Cape, former Limited. He also serves, UC Davis (University of is currently a Literature director-general of foreign among others, on the California) and an IMD in Professor at the University affairs, ambassador to boards of Momentum Lausanne, Switzerland. of Pretoria. He is a board the Federal Republic of Life, FirstRand, Pick n Pay He is the owner of member or trustee of Germany, ambassador to Stores Limited, Lewis Stores Weltevrede Wine Estate. various national and the European Union and Limited and Distell Group. Lourens joined the board international technical former executive director of of KWV Co-operative associations or community the South Africa Foundation in 1981 and became organisations. (now Business Leadership). chairperson of KWV Group He is a director of Via Afrika Limited in 1994. He led the and other companies. successful transformation of KWV from a co-operative to a fully commercialised company. Lourens resigned from the KWV board in December 2003. 70 Naspers Annual Report 2010
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DIRECTORS AND ATTENDANCE AT MEETINGS Five board meetings were Date first held during appointed in Date last the year. current position appointed Attendance: Category T Vosloo 6 October 1997 24 August 2007 5 Independent, non-executive J P Bekker 6 October 1997 1 April 2008 5 Executive F-A du Plessis 23 October 2003 28 August 2009 5 Independent, non-executive G J Gerwel 12 July 1999 22 August 2008 5 Independent, non-executive R C C Jafta 23 October 2003 28 August 2009 5 Independent, non-executive L N Jonker 7 June 1996 24 August 2007 5 Independent, non-executive D Meyer 25 November 2009 25 November 2009 2 Independent, non-executive S J Z Pacak 24 April 1998 1 April 2009 4 Executive T M F Phaswana 23 October 2003 28 August 2009 5 Independent, non-executive L P Retief 1 September 2008 1 September 2008 5 Non-executive B J van der Ross 12 February 1999 22 August 2008 4 Independent, non-executive N P van Heerden 7 June 1996 24 August 2007 4 Independent, non-executive J J M van Zyl 1 January 1988 22 August 2008 5 Independent, non-executive H S S Willemse 30 August 2002 24 August 2007 5 Independent, non-executive
COMMITTEES AND ATTENDANCE AT MEETINGS Audit and risk Human Executive management resources Nomination committee1 committee committee committee One meeting Four meetings Four meetings Four meetings held during were held were held were held the year. during the year. during the year. during the year. Attendance: Attendance: Attendance: Attendance: Category T Vosloo √ 1 √ 4 √ 4 √ 4 Independent, non-executive F-A du Plessis √ 4 Independent, non-executive G J Gerwel √ 1 √ 4 √ 4 Independent, non-executive R C C Jafta √ 4 Independent, non-executive J J M van Zyl √ 1 √ 4 √ 4 √ 4 Independent, non-executive J P Bekker √ 1 Executive S J Z Pacak √ 1 Executive Note 1. Executive directors attend meetings by invitation. Naspers Annual Report 2010 71
The Naspers Review of Governance and Financial Notice of Annual Group Operations Sustainability Statements General Meeting kgADMINISTRATION AND CORPORATE INFORMATION
GROUP SECRETARY ADR PROGRAMME G Kisbey-Green The Bank of New York Mellon maintains 251 Oak Avenue a Global BuyDIRECT™ plan for Naspers Limited. Randburg 2194 For additional information, please visit South Africa The Bank of New York’s website at www.globalbuydirect.com REGISTERED OFFICE or call Shareholder Relations at 40 Heerengracht 1-888-BNY-ADRS Cape Town 8001 or 1-800-345-1612 or write to: South Africa The Bank of New York Mellon PO Box 2271 Shareholder Relations Department – Cape Town 8000 Global BuyDIRECT™ South Africa Church Street Station Tel: +27 (0)21 406 2121 PO Box 11258, New York, NY 10286-1258, USA Fax: +27 (0)21 406 3753 SPONSOR REGISTRATION NUMBER Investec Bank Limited 1925/001431/06 (Registration number: 1969/004763/06) Incorporated in South Africa PO Box 785700, Sandton 2146 South Africa AUDITOR Tel: +27 (0)11 286 7326 PricewaterhouseCoopers Inc. Fax: +27 (0)11 286 9986
TRANSFER SECRETARIES ATTORNEYS Link Market Services South Africa (Proprietary) Limited Werksmans incorporating Jan S de Villiers (Registration number: 2000/007239/07) PO Box 1474, Cape Town 8000 PO Box 4844, Johannesburg 2000 South Africa South Africa Tel: +27 (0)11 630 0800 INVESTOR RELATIONS Fax: +27 (0)11 834 4398 M Horn [email protected] Tel: +27 (0)11 289 3320 Fax: +27 (0)11 289 3026
www.naspers.com 72 Naspers Annual Report 2010
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ANALYSIS OF SHAREHOLDERS Number of Number of Size of holdings shareholders shares owned 1 – 100 shares 17 447 622 796 101 – 1 000 shares 18 133 6 635 362 1 001 – 5 000 shares 3 588 7 732 723 5 001 – 10 000 shares 540 3 937 337 More than 10 000 shares 1 236 386 957 193 The following shareholders hold 5% and more of the issued share capital of the company: Number of Name shares owned Public Investment Corporation 39 805 704 Dodge & Cox Incorporated 33 182 695 Coronation Fund Managers (Proprietary) Limited 20 699 650 Old Mutual Asset Managers (OMAM) 20 359 743 Public shareholder spread To the best knowledge of the directors, the spread of public shareholders in terms of paragraph 4.25 of the JSE Limited’s Listings Requirements at 31 March 2010 was 90,81%, represented by 40 921 shareholders holding 368 589 069 ordinary shares in the company. The non-public shareholders of the company comprising 23 shareholders representing 37 296 342 ordinary shares are analysed as follows: Number % of issued Category of shares share capital Share trusts 26 868 507 6,62 Directors 5 633 156 1,39 Group companies 4 794 679 1,18
SHAREHOLDERS’ DIARY Annual general meeting August Reports Interim for half-year to September November Announcement of annual results June Annual financial statements July Dividend Declaration August Payment September Financial year-end March 74 Naspers Annual Report 2010
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Consolidated and company annual financial statements FOR THE YEAR ENDED 31 MARCH 2010
kgINDEX
75 Statement of responsibility by the board of directors 75 Certificate by the company secretary 76 Independent auditor’s report 77 Report of the audit committee 79 Directors’ report to shareholders 83 Consolidated statement of financial position 84 Consolidated income statement 85 Consolidated statement of comprehensive income 86 Consolidated statement of changes in equity 88 Consolidated statement of cash flows 89 Notes to the consolidated annual financial statements 186 Company statement of financial position 186 Company income statement 187 Company statement of comprehensive income 187 Company statement of changes in equity 188 Company statement of cash flows 189 Notes to the company annual financial statements Naspers Annual Report 2010 75
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kgSTATEMENT OF RESPONSIBILITY BY THE BOARD OF DIRECTORS FOR THE YEAR ENDED 31 MARCH 2010
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 annual financial statements presented on pages 77 to 196 in accordance with International Financial Reporting Standards and the South African Companies Act. As such, the 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 annual financial statements and are satisfied that the systems and internal financial controls implemented by management are effective. 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 financial statements support the viability of the company and the group. 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 annual financial statements. The directors believe that all representations made to the independent auditor during their audit were valid and appropriate. PricewaterhouseCoopers Inc.’s audit report is presented on page 76. The annual financial statements were approved by the board of directors on 25 June 2010 and are signed on its behalf by:
T Vosloo J P Bekker Chairman Managing director
kgCERTIFICATE BY THE COMPANY SECRETARY
I, Gillian Kisbey-Green, being the company secretary of Naspers Limited, certify that the company has, for the year under review, lodged all returns required of a public company with the Registrar of Companies, and that all such returns are, to the best of my knowledge and belief, true, correct and up to date.
G Kisbey-Green Company secretary
25 June 2010 76 Naspers Annual Report 2010
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kgINDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NASPERS LIMITED
We have audited the group annual financial statements and annual financial statements of Naspers Limited, which comprise the consolidated and separate statements of financial position as at 31 March 2010, and the consolidated and separate income statements, statements of comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes, and the directors’ report, as set out on pages 79 to 196.
DIRECTORS’ RESPONSIBILITY FOR THE FINANCIAL STATEMENTS The company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in the manner required by the Companies Act of South Africa. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
AUDITOR’S RESPONSIBILITY Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OPINION In our opinion the financial statements present fairly, in all material respects, the consolidated and separate financial position of Naspers Limited as at 31 March 2010, and its consolidated and separate financial performance and its consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards and in the manner required by the Companies Act of South Africa.
PricewaterhouseCoopers Inc. Director: Anton Wentzel Registered auditor
Cape Town, South Africa 25 June 2010 Naspers Annual Report 2010 77
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kgREPORT OF THE AUDIT COMMITTEE FOR THE YEAR ENDED 31 MARCH 2010
The audit committee has pleasure in submitting this report, as required by sections 269A and 270A of the Companies Act (“the act”).
FUNCTIONS OF THE AUDIT COMMITTEE The audit committee has adopted formal terms of reference, delegated to it by the board of directors, as 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: kg Reviewed the interim, provisional and year-end financial statements, culminating in a recommendation to the board to adopt them. In the course of its review the committee: – takes appropriate steps to ensure that the financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) and in the manner required by the Companies Act of South Africa – considers and, when appropriate, makes recommendations on internal financial controls – deals with concerns or complaints relating to accounting policies, internal audit, the auditing or content of annual financial statements, and internal financial controls, and kg Reviews legal matters that could have a significant impact on the organisation’s financial statements kg Reviewed the external audit reports on the annual financial statements kg Approved the internal audit charter and audit plan kg Reviewed the internal audit and risk management reports, and, where relevant, recommendations being made to the board kg Evaluated the effectiveness of risk management, controls and the governance processes kg Verified the independence of the external auditor, nominated PricewaterhouseCoopers Inc. as the auditor for 2010 and noted the appointment of Mr Anton Wentzel as the designated auditor kg Approved the audit fees and engagement terms of the external auditor, and kg Determined the nature and extent of allowable non-audit services and approved the contract terms for the provision of non-audit services by the external auditor.
MEMBERS OF THE AUDIT COMMITTEE AND ATTENDANCE AT MEETINGS The audit committee consists of the non-executive directors listed hereunder and meets at least three times per annum in accordance with the audit committee charter. All members act independently as described in section 269A of the Companies Act. During the year under review the following four meetings were held: kg 18 June 2009 – J J M van Zyl (chairman), R C C Jafta, F-A du Plessis and T Vosloo attended kg 11 September 2009 – J J M van Zyl (chairman), R C C Jafta, F-A du Plessis and T Vosloo attended kg 18 November 2009 – J J M van Zyl (chairman), R C C Jafta, F-A du Plessis and T Vosloo attended, and kg 16 March 2010 – J J M van Zyl (chairman), R C C Jafta, F-A du Plessis and T Vosloo attended. 78 Naspers Annual Report 2010
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kgREPORT OF THE AUDIT COMMITTEE continued FOR THE YEAR ENDED 31 MARCH 2010
INTERNAL AUDIT The audit committee fulfils an oversight role regarding the group’s financial statements and the 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 within the organisation to enable it to discharge its duties. Furthermore, the audit committee oversees cooperation between the internal and external auditors, and serves as a link between the board of directors and these functions.
ATTENDANCE 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. Executive directors and relevant senior managers attended meetings by invitation.
CONFIDENTIAL MEETINGS Audit committee agendas provide for confidential meetings between the committee members and the internal and external auditors.
INDEPENDENCE OF EXTERNAL AUDITOR During the year under review 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 As required by JSE Listings Requirement 3.84(h), the audit committee has satisfied itself that the financial director has appropriate expertise and experience.
J J M van Zyl Chairman: Audit and risk management committee
17 June 2010 Naspers Annual Report 2010 79
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kgDIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 31 MARCH 2010
The directors present their annual report, which forms part of the audited annual financial statements of the company and the group for the year ended 31 March 2010.
NATURE OF BUSINESS Naspers Limited was incorporated in 1915 under the laws of the Republic of South Africa. The principal activities of Naspers and its operating subsidiaries, joint ventures and associated companies (collectively “the group”) are the operation of pay television and the provision of related technologies, the operation of internet and instant messaging subscriber platforms, e-commerce platforms and the publishing, distribution and printing of magazines, newspapers and books. These activities are conducted primarily in South Africa, sub-Saharan Africa, China, Central and Eastern Europe, Russia, India and Latin America.
OPERATING REVIEW Over the past year the Naspers group continued to expand. Most emerging markets in which we operate survived the global economic downturn reasonably well, particularly when compared to developed economies. The internet industry showed bold growth in emerging markets. Our pay-television operations held up well whilst the technology business returned to operating profitability. Print businesses globally, including our own, suffered in the recession. Overall, however, it was a good year. The internet segment, comprising mainly Allegro in Central Europe, Tencent in China and Mail.ru in Russia continued to reflect growth. Our pay-television businesses again proved resilient to prevailing economic conditions with slightly lower operating margins as we invested to grow the subscriber base. Irdeto, the technology business, also felt economic headwinds, but cut costs effectively. The print media businesses, however, suffered a decline in its top line because of pressure on advertising revenues.
Internet In aggregate, the internet segment recorded revenue up by 24% to R9,2bn. Operational profit grew to R2,4bn. In China, Tencent performed ahead of expectations with revenue growth of 49%. Registered users to the IM platform now total 568 million with peak concurrent users around 105 million. The strong rand had a significant effect on the other internet businesses where, nominally, revenues were marginally up and profits down. Calculated on a stable currency basis, we estimate revenues and operational profits would have advanced 19%. The Allegro platform in Poland continued to deliver solid growth. In local currency the gross merchandising value transacted on the platform grew by 20%, generating revenue growth of 24%. New services were launched. In India ibibo, our joint venture with Tencent, is developing social gaming and e-commerce platforms. In Russia Mail.ru expanded its base to 81 million active email users. Mail.ru has completed the acquisition of Astrum, the online games platform operator in Russia. In Latin America, BuscaPé was added to the group in September 2009. This unit is growing its core comparison shopping business and broadening its base by rolling out new business segments including electronic payments, classified advertising and affiliate advertising networks. In South Africa, 24.com remains a leading local internet publisher, growing its users by 34%. 80 Naspers Annual Report 2010
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kgDIRECTORS’ REPORT TO SHAREHOLDERS continued FOR THE YEAR ENDED 31 MARCH 2010
OPERATING REVIEW (continued)
Pay television Overall, the pay-television segment expanded revenues by 12% due to subscriber growth of 634 000 net households. After a satisfactory festive season, subscriber growth did slow in the last quarter of the financial year. Operating margins were slightly lower due to the cost of building the subscriber base, as well as higher content costs resulting from increased competition and more local production. In South Africa the base grew by 450 000 to 2,85 million homes. The service now offers nine different bouquet offerings and three high definition channels. With a strong content offering of soccer, general entertainment and movies, the mid-priced Compact bouquet attracted many customers. Advertising revenues were marginally better. The coming year will see more competitors entering this market. In the other 47 countries in the rest of sub-Saharan Africa, a focus on local content and additional sport delivered 184 000 additional subscribers, taking the base to 1,1 million homes. The Compact and Family bouquets stand at 447 000. Hausa and Yoruba language content was added in Nigeria. SuperSport is now one of the main supporters of local sports leagues across the African continent, which means higher content costs for us. However, if African sport is to become globally competitive, it needs funding. Mobile-television operations were launched in Ghana, Kenya, Namibia and Nigeria, whilst we still await a licence in South Africa.
Technology Irdeto delivered some 15,8 million conditional access units in the period, a 5% increase. Revenues in other divisions were flat due to the global slowdown. Consolidation of various technology businesses into Irdeto has reduced operating costs through synergies gained, and the segment reversed an operational loss last year into a profit of R47m.
Print media The print media operations in South Africa recorded a top-line decline of 5%. Circulation and readership of newspapers and magazines held up remarkably well, but advertising felt the blows. In a recession people read more, but advertisers spend less. Operating costs have been reduced and capital expenditure reined in. We were able to grow market share marginally. In Brazil the magazine publisher Abril also had a challenging year, particularly for advertising. This was largely offset with prudent cost controls.
Strategy and prospects Looking ahead, we mostly have resilient businesses in emerging markets that are still expanding. Competition in pay television, regulation and consumer spending levels remain concerns. Focusing on the internet, we plan to continue with our growth strategy through a combination of organic growth and acquisitions. Stringent processes are applied when evaluating investment opportunities. We aim to deliver value over the medium to longer term. Naspers Annual Report 2010 81
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kgDIRECTORS’ REPORT TO SHAREHOLDERS continued FOR THE YEAR ENDED 31 MARCH 2010
FINANCIAL REVIEW The group reported revenue growth of 5% to R28,0bn (2009: R26,7bn). Drivers were both our internet assets with revenues up 24% and our pay-television business, which grew revenues by 12% as a result of strong subscriber growth during the period. Operational profit increased by 10% to R5,4bn (2009: R4,9bn). Group margins improved as a result of cost management and lower development spend. Net interest costs for the year increased to R535m (2009: R306m) the result of funding new acquisitions with debt. Naspers’s share of the equity-accounted results of its associates, mainly Tencent, Mail.ru and Abril, increased by 40% to R2,1bn (2009: R1,5bn). The profit on sale of investments relates mainly to the sale of MWEB’s sub-Saharan Africa business. The proceeds are once-off in nature. A segmental analysis reflecting the revenues and results per individual business segment, appears in note 36 to the consolidated annual financial statements.
SHARE CAPITAL The authorised share capital at 31 March 2010 was: kg 1 250 000 A ordinary shares of R20 each, and kg 500 000 000 N ordinary shares of 2 cents each.
Naspers issued no new A ordinary shares during the 2010 financial year. During the current financial year, the group issued 28 000 N ordinary shares to the Naspers Share Incentive Trust and 1 552 000 N ordinary shares to various MIH Share Incentive Trusts.
The issued share capital at 31 March 2010 was: kg 712 131 A ordinary shares of R20 each R14 242 620 kg 405 885 411 N ordinary shares of 2 cents each R8 117 708
PROPERTY, PLANT AND EQUIPMENT At 31 March 2010 the group’s investment in property, plant and equipment amounted to R6,5bn, compared with R4,8bn last year. Details are reflected in note 4 of the consolidated annual financial statements. Capital commitments at 31 March 2010 amounted to R527m (2009: R359m). Further capital expenditure to the amount of R1,5bn has been approved by the boards of directors of the various group companies, but has not been contracted for as of 31 March 2010.
DIVIDENDS The board recommends that a dividend of 235 cents per N ordinary share be declared (2009: 207 cents) and 47 cents per A ordinary share (2009: 41 cents). 82 Naspers Annual Report 2010
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kgDIRECTORS’ REPORT TO SHAREHOLDERS continued FOR THE YEAR ENDED 31 MARCH 2010
GROUP Naspers Limited is not a subsidiary of any other company. The name, country of incorporation and effective financial percentage interest of the holding company in each of the Naspers group’s principal subsidiaries are disclosed in note 7 to the consolidated annual financial statements. All subsidiaries, significant associated companies and joint ventures share the same financial year-end as the holding company, except for Tencent Holdings Limited, Abril S.A. and Port.ru Inc. (Mail.ru), which have a 31 December year-end. The holding company’s interest in the aggregate amount of profit after tax but before minorities earned by subsidiaries totalled R4,5bn (2009: R3,2bn) and its interest in the aggregate losses after tax amounted to R117m (2009: Rnil). Details relating to significant acquisitions and divestitures in the group are highlighted in note 3 to the consolidated annual financial statements.
DIRECTORS, SECRETARY AND AUDITOR The directors’ names and details are presented on pages 66 to 69 and the secretary’s name and business and postal address are presented on page 71 of the annual report. Directors’ shareholdings in the issued share capital of the company are disclosed in note 13 to the consolidated annual financial statements. PricewaterhouseCoopers Inc. will continue in office as auditor in accordance with section 270(2) of the South African Companies Act, 1973.
BORROWINGS The company has unlimited borrowing powers in terms of its articles of association.
SUBSEQUENT EVENTS No events, significant to the understanding of this annual report, have occurred between the financial year-end and the date of this report.
Signed on behalf of the board:
T Vosloo J P Bekker Chairman Managing director
25 June 2010 Naspers Annual Report 2010 83
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kgCONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 MARCH 2010
31 March 31 March 2010 2009 Notes R’m R’m ASSETS Non-current assets 44 342 40 871 Property, plant and equipment 4 6 490 4 754 Goodwill 5 16 620 15 358 Other intangible assets 6 4 976 5 557 Investments in associates 7 11 942 10 667 Investments and loans 7 3 500 3 609 Derivative financial instruments 37 — 55 Deferred taxation 9 814 871 Current assets 13 126 13 689 Inventory 10 693 741 Programme and film rights 8 1 298 1 069 Trade receivables 11 2 438 2 233 Other receivables 12 1 871 1 882 Related-party receivables 13 26 27 Investments and loans 7 3 57 Derivative financial instruments 37 — 352 Cash and cash equivalents 35 6 785 6 642 13 114 13 003 Non-current assets held-for-sale 27 12 686 TOTAL ASSETS 57 468 54 560 EQUITY AND LIABILITIES Capital and reserves attributable to the group’s equity holders 33 660 33 591 Share capital and premium 14 14 467 15 074 Other reserves 15 2 370 4 156 Retained earnings 16 16 823 14 361 Minority interest 1 974 1 626 TOTAL EQUITY 35 634 35 217 Non-current liabilities 10 892 8 993 Post-retirement medical liability 17 178 155 Long-term liabilities 18 8 750 6 906 Cash-settled share-based payment liability 39 5 11 Provisions 19 15 2 Derivative financial instruments 37 684 543 Deferred taxation 9 1 260 1 376 Current liabilities 10 942 10 350 Current portion of long-term debt 18 1 675 1 928 Provisions 19 187 230 Post-retirement medical liability 17 1 1 Trade payables 1 721 1 662 Accrued expenses and other current liabilities 20 5 226 4 679 Related-party payables 13 9 43 Taxation 316 423 Dividends payable 2 10 Derivative financial instruments 37 847 193 Bank overdrafts and call loans 35 958 917 10 942 10 086 Non-current liabilities held-for-sale 27 — 264 TOTAL EQUITY AND LIABILITIES 57 468 54 560 The accompanying notes are an integral part of these consolidated annual financial statements. 84 Naspers Annual Report 2010
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kgCONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 MARCH 2010
31 March 31 March 2010 2009 Notes R’m R’m Revenue 22 27 998 26 690 Cost of providing services and sale of goods 23 (14 438) (13 531) Selling, general and administration expenses 23 (9 155) (9 289) Other gains/(losses) – net 24 (364) (87) Operating profit 4 041 3 783 Interest received 25 348 572 Interest paid 25 (883) (878) Other finance income/(costs) – net 25 114 3 Share of equity-accounted results 7 2 058 1 473 Impairment of equity-accounted investments 7 (62) (214) Profit on sale of investments 144 36 Profit before taxation 5 760 4 775 Taxation 26 (1 808) (1 436) Profit after taxation 3 952 3 339 Profit from discontinued operations 27 — 3 092 Net profit for the year 3 952 6 431
Attributable to: Equity holders of the group 3 257 5 761 Minority interest 695 670 3 952 6 431
Continuing operations Earnings per N ordinary share (cents) Basic 28 873 719 Fully diluted 28 848 713 Total Earnings per N ordinary share (cents) Basic 28 873 1 553 Fully diluted 28 848 1 540 The accompanying notes are an integral part of these consolidated annual financial statements. Naspers Annual Report 2010 85
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kgCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2010
31 March 31 March 2010 2009 R’m R’m Profit for the year 3 952 6 431 Foreign currency translation reserve (1 918) (3 544) – Exchange loss arising on translating the net assets of foreign operations (1 918) (3 544) Hedging reserve (379) (321) – Net fair value loss, gross (980) (268) – Net fair value gains/(loss), tax portion 238 (10) – Derecognised and added to asset, gross 191 (68) – Derecognised and added to asset, tax portion (25) 19 – Derecognised and reported in income, gross 158 (12) – Derecognised and reported in income, tax portion (12) 18 – Derecognised and reported in income when recognition criteria failed, gross 71 — – Derecognised and reported in income when recognition criteria failed, tax portion (20) — Share of associates’ direct reserve movements 250 (258) – Valuation reserve 1 (6) – Existing control business combination reserve 101 (252) – Share-based compensation reserve 148 —
Total other comprehensive income, net of tax for the year (2 047) (4 123) Total comprehensive income for the year 1 905 2 308
Attributable to: Equity holders of the group 1 308 1 648 Minority interest 597 660 1 905 2 308 The accompanying notes are an integral part of these consolidated annual financial statements. 86 Naspers Annual Report 2010
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kgCONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2010
Foreign Share capital currency and premium translation Hedging A shares N shares reserve reserve R’m R’m R’m R’m Balance at 1 April 2008 14 15 342 4 721 189 Total comprehensive income for the year — — (3 551) (304) Share capital movements — 159 — — Treasury share movements — (104) — — Share-based compensation movements — (337) — — Transactions with minorities and successive acquisitions ———— Dividends ———— Balance at 31 March 2009 14 15 060 1 170 (115)
Balance at 1 April 2009 14 15 060 1 170 (115) Total comprehensive income for the year — — (1 907) (292) Share capital movements —433—— Treasury share movements — (209) — — Share-based compensation movements — (831) — — Transactions with minorities ———— Dividends ———— Balance at 31 March 2010 14 14 453 (737) (407)
The accompanying notes are an integral part of these consolidated annual financial statements. Naspers Annual Report 2010 87
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Existing Share- control based business compen- Share- Valuation combination sation Retained holders’ Minority reserve reserve reserve earnings funds interest Total R’m R’m R’m R’m R’m R’m R’m 1 849 34 482 9 278 31 909 1 238 33 147 (6) (252) — 5 761 1 648 660 2 308 — — — — 159 — 159 — — — — (104) — (104) ——420—831295
— 548 26 (9) 565 23 588 — — — (669) (669) (307) (976) 1 843 330 928 14 361 33 591 1 626 35 217
1 843 330 928 14 361 33 591 1 626 35 217 1 101 148 3 257 1 308 597 1 905 — — — — 433 — 433 — — — — (209) — (209) — — 497 — (334) 15 (319) — (334) — (22) (356) 47 (309) — — — (773) (773) (311) (1 084) 1 844 97 1 573 16 823 33 660 1 974 35 634 88 Naspers Annual Report 2010
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kgCONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2010
31 March 31 March 2010 2009 Notes R’m R’m Cash flows from operating activities Cash from operations 29 7 266 5 818 Dividends received from investments and equity-accounted companies 487 98 Cash generated from operating activities 7 753 5 916 Interest income received 408 642 Interest costs paid (753) (842) Taxation paid (1 786) (1 803) Net cash from operating activities 5 622 3 913 Cash flows from investing activities Property, plant and equipment acquired (1 590) (1 077) Proceeds from sale of property, plant and equipment 55 40 Insurance proceeds received 327 19 Intangible assets acquired (280) (227) Proceeds from sale of intangible assets 85 13 Acquisition of subsidiaries 30 (3 045) (438) Disposal of subsidiaries 31 403 4 306 Acquisition of joint ventures 32 (31) (8) Additional investment in existing subsidiaries 33 (240) (63) Additional investment in existing associates 33 (842) — Partial disposal of interest in subsidiaries 34 — 271 Acquisition of associates (45) (1 616) Disposal of associates 1 19 Net cash movement in other investments and loans 46 (22) Net cash (utilised in)/from investing activities (5 156) 1 217 Cash flows from financing activities Proceeds from long-term loans raised 2 690 100 Repayments of long-term loans (547) (5 431) Repayments of capitalised finance lease liabilities (346) (406) Payments to finance share-based compensation expenses (613) (299) Proceeds from share issue — 17 Contributions by minority shareholders — 12 Preference dividends received 164 144 Dividends paid by subsidiaries to minority shareholders (320) (307) Dividend paid by holding company (773) (669) Other (20) — Net cash from/(utilised in) financing activities 235 (6 839) Net increase/(decrease) in cash and cash equivalents 701 (1 709) Foreign exchange translation adjustments on cash and cash equivalents (678) 188 Cash and cash equivalents at beginning of the year 5 725 6 690 Cash and cash equivalents classified as held-for-sale at beginning of the year 79 635 Cash and cash equivalents classified as held-for-sale at end of the year 27 — (79) Cash and cash equivalents at end of the year 35 5 827 5 725
The accompanying notes are an integral part of these consolidated annual financial statements. Naspers Annual Report 2010 89
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kgNOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS Naspers Limited was incorporated in 1915 under the laws of the Republic of South Africa. The principal activities of Naspers and its operating subsidiaries, joint ventures and associated companies (collectively “the group”) are the operation of pay television, internet and instant-messaging subscriber platforms, e-commerce platforms and the provision of related technologies and the publishing, distribution and printing of magazines, newspapers and books. These activities are conducted primarily in South Africa, sub-Saharan Africa, Central and Eastern Europe, China, Russia and Latin America.
2. PRINCIPAL ACCOUNTING POLICIES The principle accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The consolidated annual financial statements of the group are presented in accordance with, and comply with, International Financial Reporting Standards (“IFRS”) and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations issued and effective at the time of preparing these financial statements. The consolidated financial statements are prepared according to the historic cost convention as modified by the revaluation of available-for-sale financial assets and financial assets and liabilities (including derivative instruments) at fair value with movements recognised in the income statement. The preparation of the consolidated financial statements necessitates the use of estimates, assumptions and judgements by management. These estimates and assumptions affect the reported amounts of assets, liabilities and contingent liabilities at the statement of financial position date as well as affecting the reported income and expenses for the year. Although estimates are based on management’s best knowledge and judgement of current facts as at the statement of financial position date, the actual outcome may differ from these estimates. Refer to the individual notes for details of estimates, assumptions and judgements used. (a) Basis of consolidation The consolidated annual financial statements include the results of Naspers Limited and its subsidiaries, associates, joint ventures and related share incentive trusts. Subsidiaries The consolidated annual financial statements include the results of Naspers Limited and its subsidiaries. Subsidiaries are those companies in which the group, directly or indirectly, has an interest of more than half of the voting rights, or otherwise has the power to exercise control over their operations. The existence and effect of potential voting rights that are currently exercisable or convertible without restriction are considered when assessing whether the group controls another entity. Subsidiaries are consolidated from the date that effective control is transferred to the group and are no longer consolidated from the date that effective control ceases. Similarly, the results of a subsidiary divested during an accounting period are included in the consolidated financial statements only to the date of disposal. For certain entities, the group has entered into contractual arrangements (such as nominee relationships and escrow arrangements), which allow the group, along with its direct interests in such entities, to control a majority of the voting rights or otherwise have power to exercise control over the operations of such entities. Because the group controls such entities in this manner they are considered to be subsidiaries and are therefore consolidated in the annual financial statements. All intergroup transactions and balances are eliminated as part of the consolidation process. The interests of minority shareholders in the consolidated equity and results of the group are shown separately in the consolidated statement of financial position, consolidated income statement and consolidated statement of comprehensive income, respectively. Where the losses attributable to the minority shareholders in a consolidated subsidiary exceed their interest in that subsidiary, the excess, and any further losses attributable to them, are recognised by the group and allocated to those minority interests only to the extent that the minority shareholders have a binding obligation and are able to fund the losses. Where the group previously did not recognise the minority shareholders’ portion of losses and the subsidiary subsequently turns profitable, the group recognises all the profits until the minority shareholders’ share of losses previously absorbed by the group has been recovered. 90 Naspers Annual Report 2010
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kgNOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS continued
2. PRINCIPAL ACCOUNTING POLICIES (continued) (a) Basis of consolidation (continued) Subsidiaries (continued) The purchase method of accounting is used to account for the acquisition of subsidiaries by the group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. The fair value of equity instruments issued as part of the acquisition is based on the published price at the date of the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. The group applies the economic entity model in accounting for transactions with minority shareholders. In terms of this model, minority shareholders are viewed as equity participants of the group and all transactions with minorities are therefore accounted for as equity transactions and included in the statement of changes in equity. On acquisition of an interest from a minority shareholder, any excess of the cost of the transaction over the acquirer’s proportionate share of the net asset value acquired is allocated to a separate component of equity. Dilution profits and losses relating to non-wholly owned subsidiary entities are similarly accounted for in the statement of changes in equity in terms of the economic entity model. Business combinations in which all of the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination (and where that control is not transitory) are referred to as common control transactions. The accounting policy for the acquiring entity would be to account for the transaction at book values in its consolidated financial statements. The book values of the acquired entity are the consolidated book values as reflected in the consolidated financial statements of the selling entity. The excess of the cost of the transaction over the acquirer’s proportionate share of the net asset value acquired in common control transactions, will be allocated to the existing control business combination reserve in equity. Where comparative periods are presented, the financial statements and financial information presented are not restated. Where necessary, accounting policies for subsidiaries have been changed to ensure consistency with the policies adopted by the group. Associated companies Investments in associated companies are accounted for under the equity method. Associated companies are those companies in which the group generally has between 20% and 50% of the voting rights, or over which the group exercises significant influence, but which it does not control. Equity accounting involves recognising in the income statement the group’s share of the associate’s post-acquisition results net of taxation and minority interests in the associate. The group’s share of post-acquisition movements in reserves is accounted for in the other comprehensive income of the group. The group’s interest in the associate is carried on the statement of financial position at cost, adjusted for the group’s share of the change in post-acquisition net assets, and inclusive of goodwill and other identifiable intangible assets recognised on acquisitions. Where the group’s share of losses exceeds the carrying amount of its investment, the carrying amount of the investment as well as any loans to the associate are reduced to nil and no further losses are recognised, unless the group has incurred obligations to the associate or the group has guaranteed or committed to satisfy obligations of the associate. Unrealised gains and losses on transactions between the group and its associates are eliminated to the extent of the group’s interest in the associates, unless the loss provides evidence of an impairment of the asset transferred. Dilution profits and losses relating to associated companies are accounted for in the income statement. All major foreign associates have December year-ends, and the group’s accounting policy is to account for a three-month lag period in reporting their results. Any significant transactions that occurred between December and the group’s March year-end are taken into account. Where necessary, accounting policies for associated companies have been changed to ensure consistency with the policies adopted by the group. Naspers Annual Report 2010 91
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kgNOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS continued
2. PRINCIPAL ACCOUNTING POLICIES (continued) (a) Basis of consolidation (continued) Joint ventures The group’s interest in jointly controlled entities is accounted for by way of proportionate consolidation. The group combines its share of the joint ventures’ individual income and expenses, assets and liabilities and cash flows on a line-by-line basis with similar items in the group’s financial statements. The group recognises the portion of gains or losses on the sale of assets by the group to the joint venture that is attributable to the other venturers. The group does not recognise its share of gains or losses from the joint venture that result from the purchase of assets by the group from the joint venture until it resells the assets to an independent third party. However, if a loss on the transaction provides evidence of a reduction in the net realisable value of current assets or an impairment loss, the loss is recognised immediately. Where necessary, accounting policies for joint ventures have been changed to ensure consistency with the policies adopted by the group. (b) Investments The group classifies its investments in debt and equity securities into the following categories: at fair value through profit or loss, held-to-maturity, available-for-sale and loans and receivables. The classification is dependent on the purpose for which the investments were acquired. Management determines the classification of its investments at the time of purchase and re-evaluates such designation on an annual basis. At fair value through profit or loss assets has two subcategories: financial assets held-for-trading and those designated as at fair value through profit or loss at inception. A financial asset is classified into this category at inception if acquired principally for the purpose of selling in the short term, if it forms part of a portfolio of financial assets in which there is evidence of short-term profit-taking, or, if permitted to do so, designated by management. For the purpose of these financial statements short term is defined as a period of three months or less. The group does not hold financial assets for trading, therefore assets held as at fair value through profit or loss are designated as such on initial recognition. Derivatives are also classified as held-for-trading unless they are designated as hedges. The group has no at fair value through profit or loss, held-to-maturity or available-for-sale investments for the years ended 31 March 2010 and 31 March 2009. Investments with a fixed maturity that management has the intent and ability to hold to maturity are classified as held-to-maturity and are included in non-current assets, except for maturities within 12 months from the statement of financial position date, which are classified as current assets. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those that the group intends to sell in the short term or that it has designated as at fair value through profit or loss or available-for-sale. Loans and receivables are included in non-current assets, except for maturities within 12 months from the statement of financial position date, which are classified as current assets. All other investments, including those that are intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity, changes in fair value or interest rates, are classified as available-for-sale. Available-for-sale assets are included in non-current assets unless management has the express intention of holding the investment for less than 12 months from the statement of financial position date or unless they will need to be sold to raise operating capital, in which case they are included in current assets. Purchases and sales of investments are recognised on the trade date, which is the date that the group commits to purchase or sell the asset. Investments are initially recognised at fair value plus, in the case of all financial assets not carried at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. At fair value through profit or loss and available-for-sale investments are subsequently carried at fair value. Held-to-maturity investments and loans and receivables are carried at amortised cost using the effective yield method. Realised and unrealised gains and losses arising from changes in the fair value of at fair value through profit or loss investments are included in the income statement in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of investments classified as available-for-sale are recognised in other comprehensive income. The fair values of investments are based on quoted bid prices or amounts derived from cash flow models. Fair values for unlisted equity securities are estimated using applicable price/earnings or price/cash flow ratios refined to reflect the specific circumstances of the issuer. Equity securities for which fair values cannot be measured reliably are recognised at cost less impairment. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the income statement as “profit/(loss) on sale of investments”. Investments are derecognised when the rights to receive cash flows from the investments have expired or where they have been transferred and the group has also transferred substantially all risks and rewards of ownership. 92 Naspers Annual Report 2010
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kgNOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS continued
2. PRINCIPAL ACCOUNTING POLICIES (continued) (c) Property, plant and equipment Property, plant and equipment are stated at cost, being the purchase cost plus any cost to prepare the assets for their intended use, less accumulated depreciation and any accumulated impairment losses. Cost includes transfers from equity of any gains/losses on qualifying cash flow hedges of foreign currency purchase costs. Property, plant and equipment, with the exception of land, are depreciated in equal annual amounts over each asset’s estimated useful life and to their residual values. Land is not depreciated as it is deemed to have an indefinite life. Depreciation periods vary in accordance with the conditions in the relevant industries, but are subject to the following range of useful lives:
kg Buildings 20 – 50 years kg Manufacturing equipment 1 – 25 years kg Office equipment 2 – 13 years kg Improvements to buildings 3 – 15 years kg Computer equipment 1 – 5 years kg Vehicles 2 – 7 years kg Transmission equipment 4 – 12 years The group applied the component approach whereby parts of some items of property, plant and equipment may require replacement at regular intervals. The carrying amount of an item of property, plant and equipment will include the cost of replacing the part of such an item when that cost is incurred if it is probable that future economic benefits will flow to the group and the cost can be reliably measured. The carrying amount of those parts that are replaced is derecognised on disposal or when it is withdrawn from use and no future economic benefits are expected from its disposal. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. Major leasehold improvements are amortised over the shorter of their respective lease periods and estimated useful economic life. Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are capitalised as part of the cost of those assets. All other borrowing costs are expensed in the period in which they are incurred. A qualifying asset is an asset that takes more than a year to get ready for its intended use or sale. Borrowing costs are interest and other costs that the group incur in connection with the borrowing of funds. This include interest expenses calculated using the effective interest method, finance charges in respect of finance leases and exchange differences arising from foreign currency borrowings’ interest cost. Where a range of debt instruments are used to borrow funds, or where the financing activities are coordinated centrally, a weighted average capitalisation rate is applied. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. The cost of major renovations is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the group and the cost can be reliably measured. Major renovations are depreciated over the remaining useful economic life of the related asset. The carrying values of property, plant and equipment are reviewed periodically to assess whether or not the net recoverable amount has declined below the carrying amount. In the event of such impairment, the carrying amount is reduced and the reduction is charged as an expense against income. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. Gains and losses on disposals are determined by comparing the proceeds with the asset’s carrying amount. Work in progress is defined as assets still in the construction phase and not yet available for use. These assets are carried at initial cost and are not depreciated. Depreciation on these assets commence when they become available for use and depreciation periods are based on management’s assessment of their useful lives. Naspers Annual Report 2010 93
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kgNOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS continued
2. PRINCIPAL ACCOUNTING POLICIES (continued) (d) Leased assets Leases of property, plant and equipment, except land, are classified as finance leases where, substantially all risks and rewards associated with ownership of an asset are transferred from the lessor to the group as lessee. Assets classified as finance leases are capitalised at the lower of the fair value of the leased asset and the estimated present value of the underlying minimum lease payments, with the related lease obligation recognised at the estimated present value of the minimum lease payments. Bank rates are used to calculate present values of minimum lease payments. Capitalised leased assets are depreciated over their estimated useful lives, limited to the duration of the lease agreement. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other long or short-term payables. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Leases of assets under which substantially all the risks and rewards of ownership are effectively retained by the third-party lessor are classified as operating leases. Operating lease rentals (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease. (e) Goodwill and other intangible assets Goodwill represents the excess of the cost of an acquisition over the fair value of the group’s share of the net identifiable assets of the acquired subsidiary, associate or joint venture at the date of acquisition. This is directly attributable to the expected future cash-generating ability of the acquired entity. Goodwill on acquisition of subsidiaries and joint ventures is included in “goodwill” on the statement of financial position. Goodwill on acquisitions of associates is included in “investments in associates”. Separately recognised goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised. Patents, brand names, trademarks, title rights, concession rights, software and other similar intangible assets acquired are capitalised at cost. Intangible assets with indefinite useful lives are not amortised, but tested for impairment annually as well as when an indication of possible impairment exists, and carried at cost less accumulated impairment losses. Where the carrying amount exceeds the recoverable amount, it is adjusted for impairment. Intangible assets with finite useful lives are being amortised using the straight-line or the diminishing balance method over their estimated useful lives. The useful lives and residual values of intangible assets are reassessed on an annual basis. Amortisation periods for intangible assets with finite useful lives vary in accordance with the conditions in the relevant industries, but are subject to the following maximum limits: kg Patents 20 years kg Title rights 20 years kg Brand names and trademarks 30 years kg Software 10 years kg Intellectual property rights 30 years kg Subscriber base 11 years kg Concession rights 3 years 94 Naspers Annual Report 2010
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kgNOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS continued
2. PRINCIPAL ACCOUNTING POLICIES (continued) (e) Goodwill and other intangible assets (continued) No value is attributed to internally developed trademarks or similar rights and assets. The costs incurred to develop these items are charged to the income statement in the period in which they are incurred. The fair values of intangible assets with finite or infinite useful lives may be revalued due to valuation differences that arise on business combinations. These revaluations arise in business combinations which are achieved in stages and with the initial recognition of the acquiree’s assets, liabilities and contingent liabilities by the acquirer. This does not signify that the group has elected to apply an accounting policy of revaluing these items after initial recognition. The valuation and impairment testing of intangible assets requires significant judgement by management. Work in progress is defined as assets still in the construction phase and not yet available for use. These assets are carried at initial cost and are not amortised. Amortisation on these assets commence when they become available for use and amortisation periods are based on management’s assessment of their useful lives. (f) Programme and film rights Programme material rights Purchased programme and film rights are stated at acquisition costs less accumulated amortisation. Programme material rights, which consist of the rights to broadcast programmes, series and films, are recorded at the date the rights come into license at the spot rates on the purchase date. The rights are amortised based on contracted screenings or expensed where management have confirmed that it is their intention that no further screenings will occur. Programme material rights contracted by the reporting date in respect of programmes, series and films not yet in license are disclosed as commitments. Programme production costs Programme production costs, which consist of all costs necessary to produce and complete a programme to be broadcast, are recorded at the lower of direct cost or net realisable value. Net realisable value is set at the average cost of programme material rights. Programme production costs are amortised based on contracted screenings or expensed where management have confirmed that it is their intention that no further screenings will occur. All programme production costs in excess of the expected net realisable value of the production on completion, are expensed when contracted. Sports events rights Sports events rights are recorded at the date that the period to which the events relate, commences at the rate of exchange ruling at that date. These rights are expensed over the period to which the events relate or where management has confirmed that it is its intention that the event will not be screened. Payments made to negotiate and secure the broadcasting of sports events are expensed as incurred. Rights to future sports events contracted by the reporting date, but which have not yet commenced, are disclosed as commitments, except where payments have already been made, which are shown as prepaid expenses. (g) Impairment Financial assets The group assesses, at each statement of financial position date or when an indication of possible impairment exists, whether there is any objective evidence that an investment or group of investments is impaired. If any such evidence exists, the entity applies the following principles for each class of financial asset to determine the amount of any impairment loss. Naspers Annual Report 2010 95
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2. PRINCIPAL ACCOUNTING POLICIES (continued) (g) Impairment (continued) Financial assets carried at amortised cost If there is objective evidence that an impairment loss on loans and receivables or held-to-maturity investments carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (ie the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced directly through profit and loss. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss shall be reversed through profit and loss. The reversal shall not result in a carrying amount of the financial asset that exceeds what the amortised cost would have been had the impairment not been recognised at the date the impairment is reversed. The reversal is recognised in the income statement in the same line as the original impairment charge. Available-for-sale financial assets When a decline in the fair value of an available-for-sale financial asset has been recognised directly in other comprehensive income and there is objective evidence that the asset is impaired, the cumulative loss that had been recognised directly in other comprehensive income shall be removed from other comprehensive income and recognised in profit or loss even though the financial asset has not been derecognised. Impairment losses recognised in profit or loss for an investment in an equity instrument classified as available-for-sale shall not be reversed through profit or loss. If, in a subsequent period, the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss shall be reversed, with the amount of the reversal recognised in profit or loss. Other assets The group evaluates the carrying value of assets with finite useful lives annually and when events and circumstances indicate that the carrying value may not be recoverable. Indicators of possible impairment include, but are not limited to: significant underperformance relative to expectations based on historical or projected future operating results; significant changes in the manner of use of the assets or the strategy for the group’s overall business; significant negative industry or economic trends and a significant and sustained decline in an investment’s share price or market capitalisation relative to its net asset value. Intangible assets that have indefinite useful lives are not subject to amortisation and are tested annually for impairment or when an indication of possible impairment exists. An impairment loss is recognised in the income statement when the carrying amount of an asset exceeds its recoverable amount. An asset’s recoverable amount is the higher of the asset’s fair value less cost to sell, or its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. The estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. An impairment loss recognised for an asset in prior years is reversed if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised and the recoverable amount exceeds the new carrying amount. The reversal of the impairment is limited to the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior years. The reversal of such an impairment loss is recognised in the income statement in the same line item as the original impairment charge. 96 Naspers Annual Report 2010
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2. PRINCIPAL ACCOUNTING POLICIES (continued) (h) Development activities Research and development costs Research expenditure is recognised as an expense as incurred. Costs incurred on development projects (relating to the design and testing of new or improved products) are recognised as intangible assets when it is probable that the project will be profitable considering its commercial and technical feasibility and its costs can be measured reliably. Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use on a straight-line basis over its useful life, not exceeding the limits stated in note (e). Development assets are tested for impairment annually and the impairment loss is recognised in the income statement when the carrying amount of the asset exceeds its recoverable amount. This loss is also reversed if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised and the recoverable amount exceeds the new carrying amount. The reversal of the impairment is limited to the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior years. The reversal of such an impairment loss is recognised in the income statement in the same line item as the original impairment charge. Software and website development costs Costs that are directly associated with the production of identifiable and unique software products controlled by the group, and which will probably generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Direct costs include the software development team’s employee costs and an appropriate portion of relevant overheads. All other costs associated with developing or maintaining software programs are recognised as an expense as incurred. Website development costs are capitalised as intangible assets if it is probable that the expected future economic benefits attributable to the asset will flow to the group and its cost can be measured reliably, otherwise these costs are charged against operating profit as the expenditure is incurred. (i) Inventory Inventory is stated at the lower of cost or net realisable value. The cost of inventory is determined by means of the first-in first-out basis or the weighted average method. The majority of inventory is valued using the first-in first-out basis, but for certain inventories with a specific nature and use which differ significantly from other classes of inventory, the weighted average is used. The cost of finished products and work in progress comprises raw materials, direct labour, other direct costs and related production overheads, but excludes finance costs. Costs of inventories include the transfer from other comprehensive income of any gains or losses on qualifying cash flow hedges relating to inventory purchases. Net realisable value is the estimate of the selling price, less the costs of completion and selling expenses. Provisions are made for obsolete, unusable and unsaleable inventory and for latent damage first revealed when inventory items are taken into use or offered for sale. (j) Trade receivables Trade receivables are recognised at fair value at the date of initial recognition, and subsequently carried at amortised cost less provision made for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the carrying amount and the estimated recoverable amount. (k) Cash and cash equivalents Cash and cash equivalents are carried in the statement of financial position at cost. Cash and cash equivalents comprise cash on hand and deposits held at call with banks. Certain cash balances are restricted from immediate use according to terms with banks or other financial institutions. For cash flow purposes, cash and cash equivalents are presented net of bank overdrafts. Naspers Annual Report 2010 97
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2. PRINCIPAL ACCOUNTING POLICIES (continued) (l) Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost using the effective yield method; any difference between proceeds and the redemption value is recognised in the income statement over the period of the borrowings. (m) Provisions Provisions are recognised when the group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. The group recognises the estimated liability on all products still under warranty at the statement of financial position date. The group recognises a provision for onerous contracts when the expected benefits to be derived from a contract are less than the unavoidable costs of meeting the obligations under the contract. Restructuring provisions are recognised in the period in which the group becomes legally or constructively committed to payment. Costs related to the ongoing activities of the group are not provided in advance. Provisions are reviewed at each statement of financial position date and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount of a provision is determined by discounting the anticipated future cash flows expected to be required to settle the obligation at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. (n) Taxation Taxation rates The normal South African company tax rate used for the year ending 31 March 2010 is 28% (2009: 28%). Deferred tax assets and liabilities for South African entities at 31 March 2010 have been calculated using the 28% (2009: 28%) rate, being the rate that the group expects to apply to the periods when the assets are realised or the liabilities are settled. Secondary tax on companies (“STC”) is calculated at 10% (2009: 10%), and capital gains tax is calculated at 50% of the company tax rate. International tax rates vary from jurisdiction to jurisdiction. Deferred taxation Deferred taxation is provided in full, using the statement of financial position liability method, for all taxable or deductible temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Currently enacted, or where appropriate, substantially enacted tax rates are used to determine deferred taxation. Using this method, the group is required to make provision for deferred taxation, in relation to an acquisition, on the difference between the fair values of the net assets acquired and their tax base. Provision for taxes, mainly withholding taxes, which could arise on the remittance of retained earnings, is only made if there is a current intention to remit such earnings. The principal taxable or deductible temporary differences arise from depreciation on property, plant and equipment, other intangibles, provisions and other current liabilities, income received in advance, STC credits, finance leases and tax losses carried forward. Deferred taxation assets are recognised to the extent that it is probable that future taxable profit will be available against which deductible temporary differences and unused tax losses can be utilised. Deferred taxation is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse in the foreseeable future. Secondary tax on companies (“STC”) Dividends declared by South African companies are subject to STC, but the STC liability is reduced by dividends received during the dividend cycle. Where the dividends received exceed dividends declared within a cycle, there is no liability to pay STC. The potential tax benefit related to excess dividends received is carried forward to the next dividend cycle. Where dividends declared exceed the dividends received during a cycle, STC is payable at the current STC rate. The STC expense is included in the taxation charge in the income statement in the period that the dividend is paid. Deferred tax assets are recognised on unutilised STC credits to the extent that it is probable that the group will declare future dividends to utilise such STC credits. 98 Naspers Annual Report 2010
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2. PRINCIPAL ACCOUNTING POLICIES (continued) (o) Foreign currencies The consolidated financial statements are presented in rand, which is the company’s functional and presentation currency. However, the group separately measures the transactions of each of its material operations using the functional currency determined for that specific entity, which in most instances, but not always, is the currency of the primary economic environment in which the operation conducts its business. For transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Translation differences on non-monetary items, such as equities held at fair value through profit or loss, are reported as part of the fair value gain or loss. Translation differences on non-monetary items, such as equities classified as available-for-sale financial assets, are included in the valuation reserve in other comprehensive income. For translation of group companies’ results The results and financial position of all the group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (i) assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position (ii) income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions) (iii) components of equity for each statement of changes in equity presented are translated at the historic rate, and (iv) all resulting exchange differences are recognised as a separate component of equity. On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders’ equity. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as the foreign entity’s assets and liabilities and are translated at the closing rate. (p) Derivative financial instruments The group uses derivative instruments to reduce exposure to fluctuations in foreign currency exchange rates and interest rates. These instruments mainly comprise foreign exchange contracts, interest rate caps and interest rate swap agreements. Foreign exchange contracts protect the group from movements in exchange rates by fixing the rate at which a foreign currency asset or liability will be settled. Interest rate caps and swap agreements protect the group from movements in interest rates. It is the policy of the group not to trade in derivative financial instruments for economically speculative purposes. The group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are expected to be and have been highly effective in offsetting changes in fair values or cash flows of hedged items. The fair values of various derivative instruments used for hedging purposes are disclosed in note 38. Movements on the hedging reserve are shown in the statement of comprehensive income. Naspers Annual Report 2010 99
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2. PRINCIPAL ACCOUNTING POLICIES (continued) (p) Derivative financial instruments (continued) Derivative financial instruments are recognised in the statement of financial position at fair value. Derivatives are classified as non-current assets and liabilities except for derivatives with maturity dates within 12 months of the statement of financial position date, which are then classified as current assets or liabilities. The method of recognising the resulting gain or loss is dependent on the nature of the item being hedged. The group designates derivatives as either (1) a hedge of the fair value of a recognised asset or liability or firm commitment (fair value hedge), or (2) a hedge of a forecast transaction or of the foreign currency risk of a firm commitment (cash flow hedge), or (3) a hedge of a net investment in a foreign entity on the date a derivative contract is entered into. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, along with changes in the fair value of the hedged asset or liability that is attributable to the hedged risk. Changes in the fair value of derivatives that are designated and qualify as cash flow hedges and that are highly effective are recognised in other comprehensive income and the ineffective part of the hedge is recognised in the income statement. Where the forecast transaction or firm commitment, of which the foreign currency risk is being hedged, results in the recognition of an asset or a liability, the gains and losses previously deferred in other comprehensive income are transferred from other comprehensive income and included in the initial measurement of the cost of the asset or liability. Otherwise, amounts deferred in other comprehensive income are transferred to the income statement and classified as income or expense in the same periods during which the hedged transaction affects the income statement. Certain derivative transactions, while providing effective economic hedges under the group’s risk management policies, do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that do not qualify for hedge accounting are recognised immediately in the income statement. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in other comprehensive income at that time remains in other comprehensive income and is recognised when the committed or forecast transaction ultimately is recognised in the income statement. When a committed or forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in other comprehensive income is immediately transferred to the income statement. Hedges of net investments in foreign entities are accounted for similarly to cash flow hedges. Where the hedging instrument is a derivative, any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income; the gain or loss relating to the ineffective portion is recognised immediately in the income statement. However, where the hedging instrument is not a derivative, all foreign exchange gains and losses arising on translation are recognised in the income statement. Embedded derivatives are derivative instruments that are embedded in another contract or host contract. The group separates an embedded derivative from its host contract and accounts for it separately, when its economic characteristics are not clearly and closely related to those of the host contract. These separated embedded derivatives are classified as trading assets or liabilities and marked to market through the income statement, provided that the combined contract is not measured at fair value with changes through the income statement. The group classifies gains and losses on embedded derivative instruments as follows: while the asset related to the embedded derivative is recorded on the statement of financial position, any fair value adjustments are recorded as part of “Other finance income/(costs) – net”. Once the embedded derivative is derecognised or realised, any foreign exchange gain or loss is recorded as part of “cost of providing services and goods sold” to match the cost of the item that was recognised in operating profit during that period. (q) Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the group’s activities. Revenue is shown net of value-added tax (“VAT”), returns, rebates and discounts and after eliminating sales within the group. Product sales Sales are recognised upon delivery of products and customer acceptance, net of sales taxes, VAT and discounts, and after eliminating sales within the group. No element of financing is deemed present as the sales are made with credit terms, which are short term in nature. 100 Naspers Annual Report 2010
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2. PRINCIPAL ACCOUNTING POLICIES (continued) (q) Revenue recognition (continued) Subscription fees Pay-television and internet subscription fees are earned over the period the services are provided. Subscription revenue arises from the monthly billing of subscribers for pay-television and internet services provided by the group. Revenue is recognised in the month the service is rendered. Any subscription revenue received in advance of the service being provided is recorded as deferred income and recognised in the month the service is provided. Circulation revenue Circulation revenue is recognised net of estimated returns in the month in which the magazine or newspaper is sold. Book publishing and sales Sales are recognised upon delivery of products and customer acceptance, net of sales taxes, VAT and discounts, and after eliminating sales within the group. Advertising revenues The group mainly derives advertising revenues from advertisements published in its newspapers and magazines, broadcast on its pay-television platforms and shown online on its websites and instant-messaging windows. Advertising revenues from pay-television and print media products are recognised upon showing or publication over the period of the advertising contract. Publication is regarded to be when the print media product has been delivered to the retailer and is available to be purchased by the general public. Online advertising revenues are recognised over the period in which the advertisements are displayed. Printing and distribution Revenues from print and distribution services are recognised upon completion of the services and delivery of the related product and customer acceptance, net of taxes, VAT and discounts, and after elimination of sales within the group. The recognition of print services revenue is based upon delivery of the product to the distribution depot and acceptance by the distributor of the customer, or where the customer is responsible for the transport of the customers’ products, acceptance by the customer or its nominated transport company. Revenues from distribution services are recognised upon delivery of the product to the retailer and acceptance thereof. Print and distribution services are separately provided by different entities within the group and separately contracted for by third-party customers. Where these services are provided to the same client, the terms of each separate contract are consistent with contracts where an unrelated party provides one of the services. Revenue is recognised separately for print and distribution services as the contracts are separately negotiated based on fair value for each service. Technology contracts and licensing For contracts with multiple obligations (eg maintenance and other services), revenue from product licences are recognised when delivery has occurred, collection of the receivables is probable, and the revenue associated with delivered and undelivered elements are reliably measured. The group recognises revenue allocated to maintenance and support fees, for ongoing customer support and product updates rateably over the period of the relevant contracts. Payments for maintenance and support fees are generally made in advance and are non-refundable. For revenue allocated to consulting services and for consulting services sold separately, the group recognises revenue as the related services are performed. The group enters into arrangements with network operators whereby application software is licensed to network operators in exchange for a percentage of the subscription revenue they earn from their customers. Where all of the software under the arrangement has been delivered, the revenue is recognised as the network operator reports to the group its revenue share, which is generally done on a quarterly basis. Under arrangements where the group has committed to deliver unspecified future applications, the revenue earned on the delivered applications is recognised on a subscription basis over the term of the arrangement. Contract publishing Revenue relating to any particular publication is brought into account in the month that it is published. Sales are recognised net of sales taxes, VAT and discounts, and after eliminating sales within the group. Naspers Annual Report 2010 101
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2. PRINCIPAL ACCOUNTING POLICIES (continued) (q) Revenue recognition (continued) Decoder maintenance revenue Decoder maintenance revenue is recognised over the period the service is provided. e-Commerce revenue e-Commerce revenue represents amounts receivable for services net of VAT and refunds. The group recognises listing and related fees on listing of an item for sale and success fees and any other relevant commission when a transaction is completed on the group’s websites. (r) Other income Interest and dividends received on available-for-sale financial assets are included in investment income and not as part of the fair value movement in other comprehensive income. Interest is accrued on the effective yield method and dividends are recognised when the right to receive payment is established. (s) Employee benefits Retirement benefits The group provides retirement benefits for its full-time employees, primarily by means of monthly contributions to a number of defined contribution pension and provident funds in the countries in which the group operates. The assets of these funds are generally held in separate trustee-administered funds. The group’s contributions to retirement funds are recognised as an expense in the period in which employees render the related service. Medical aid benefits The group’s contributions to medical aid benefit funds for employees are recognised as an expense in the period during which the employees render services to the group. Post-retirement medical aid benefit Some group companies provide post-retirement healthcare benefits to their retirees. The entitlement to post-retirement healthcare benefits is based on the employee remaining in service up to retirement age and completing a minimum service period. The expected costs of these benefits are accrued over the period of employment. Independent qualified actuaries carry out annual valuations of these obligations. All actuarial gains and losses are recognised immediately in the income statement. The actuarial valuation method used to value the obligations is the projected unit credit method. Future benefits are projected using specific actuarial assumptions and the liability to in-service members is accrued over their expected working lifetime. These obligations are unfunded with the exception of the schemes of agreements entered into with employees from Media24 Limited and Via Afrika Limited. Termination benefits Termination benefits are employee benefits payable as a result of either an entity’s decision to terminate an employee’s employment before the normal retirement date or an employee’s decision to accept voluntary redundancy in exchange for those benefits. The group recognises these termination benefits when the group is demonstrably committed to either terminate the employment of an employee or group of employees before the normal retirement date, or provide termination benefits as a result of an offer made in order to encourage voluntary redundancy. The group is demonstrably committed to a termination when the group has a detailed formal plan (with specified minimum contents) for the termination and it is without realistic possibility of withdrawal. Where termination benefits fall due more than 12 months after the reporting period, they are discounted. In the case of an offer made to encourage voluntary redundancy, the measurement of termination benefits are based on the number of employees expected to accept the offer. Termination benefits are immediately recognised as an expense. 102 Naspers Annual Report 2010
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2. PRINCIPAL ACCOUNTING POLICIES (continued) (t) Equity compensation benefits The group grants share options/share appreciation rights (“SARs”) to its employees under a number of equity compensation plans. In accordance with IFRS 2, the group has recognised an employee benefit expense in the income statement, representing the fair value of share options/SARs granted to the group’s employees. A corresponding credit to equity has been raised for equity-settled plans, whereas a corresponding credit to liabilities has been raised for cash-settled plans. The fair value of the options/SARs at the date of grant under equity- settled plans is charged to income over the relevant vesting periods, adjusted to reflect actual and expected levels of vesting. For cash-settled plans, the group remeasures the fair value of the recognised liability at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period. A share option scheme/SAR is considered equity-settled when the option/gain is settled by the issue of a Naspers N share. They are considered cash-settled when they are settled in cash or any other asset, ie not by the issue of a Naspers N share. Each share trust deed and SAR plan deed, as appropriate, indicates whether a plan is to be settled by the issue of Naspers shares or not. Where shares are held or acquired by subsidiary companies for equity compensation plans, they are treated as treasury shares (see accounting policy below). When these shares are subsequently issued to participants of the equity compensation plans on the vesting date, any gains or losses realised by the plan is recorded in treasury shares. (u) Treasury shares Where subsidiaries hold shares in the holding company’s share capital, the consideration paid to acquire these shares including any attributable incremental external costs is deducted from total shareholders’ equity as treasury shares. Where such shares are subsequently sold or reissued, the cost of those shares are released, and any realised gains or losses are included in treasury shares. Shares issued to or held by share incentive plans within the group are treated as treasury shares until such time when participants pay for and take delivery of such shares. The same applies to treasury shares held by joint ventures. (v) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive committee that makes strategic decisions. The group proportionally consolidate its share of the results of its associated companies in the various reporting segments. This is considered to be more reflective of the economic value of these investments. (w) Discontinuing operations A discontinuing operation results from the sale or abandonment of an operation that represents a separate, major line of business and for which the assets, net profits or losses and activities can be distinguished physically, operationally and for reporting purposes. The results of discontinuing operations up to the point of sale or abandonment, net of taxation, are separately disclosed. (x) Recently issued accounting standards The International Accounting Standards Board (“IASB”) issued a number of standards, amendments to standards and interpretations during the financial year ended 31 March 2010. These amendments and standards will therefore be implemented by the group during the financial years as set out below: (i) Standards, amendments to standards and interpretations to existing standards effective in the year ended 31 March 2010: kg IFRIC 13 “Customer Loyalty Programmes” addresses accounting by entities that grant loyalty award credits to customers who buy goods or services. The group adopted this interpretation with no material effect on the group’s financial statements. kg IFRIC 18 “Transfers of Assets from Customers” was issued on 29 January 2009 and clarifies the accounting treatment of agreements in which an entity receives an item of property, plant and equipment from a customer that the entity must then use either to connect the customer to a network or to provide the customer with ongoing access to a supply of goods or services. The group adopted this interpretation with no material effect on the group’s financial statements. Naspers Annual Report 2010 103
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2. PRINCIPAL ACCOUNTING POLICIES (continued) (x) Recently issued accounting standards (continued) kg On 12 March 2009 amendments to IFRIC 9 “Reassessment of Embedded Derivatives” and IAS 39 “Financial Instruments: Recognition and Measurement” were issued. These amendments require entities to assess whether they need to separate an embedded derivative from a combined financial instrument when financial assets are reclassified out of the fair value through profit or loss category. The group adopted these amendments with no material effect on the group’s financial statements. kg IFRS 8 “Operating Segments” requires a management approach to reporting on financial performance of operating segments, but needs to be reconciled to IFRS amounts reported. IFRS 8 was published on 30 November 2006 and is effective for the group from its 31 March 2010 year-end. The group adopted this standard and is disclosed in note 36. The group early adopted the amendment to paragraph 23 issued during April 2009. The amendment allows the group not to disclose total assets for each reportable segment if not reviewed by the chief operating decision-maker. kg A revised IAS 23 “Borrowing Costs” was issued with the main change being the removal of the option of immediately recognising as an expense borrowing costs that relate to assets that take a substantial period of time to get ready for use or sale. An entity is, therefore, required to capitalise borrowing costs as part of the cost of such assets. The group adopted these amendments with no material effect on the group’s financial statements. kg The revised IAS 1 “Presentation of Financial Statements” was issued and the main changes from the previous version are the introduction of the “statement of comprehensive income”, “statement of financial position” and “statement of cash flows” (previously the income statement and statement of changes in equity, the balance sheet and cash flow statement). The group adopted these amendments for the current year ending 31 March 2010. kg The amendments to IFRS 7 “Financial Instruments: Disclosure” require disclosures of financial instruments measured at fair value to be based on a three-level fair value hierarchy that reflects the significance of the inputs in such fair value measurements. The amendments also require additional qualitative and quantitative disclosures of liquidity risk. The group adopted these amendments as disclosed in note 38. kg SAICA circular 3/2009 “Headline Earnings” was issued during August 2009 and supersedes the older circular 8/2007. The circular was updated with the amendments and revisions to IFRS issued between June 2007 and April 2008. The group adopted this circular for the current year ending 31 March 2010 and the effect is disclosed in note 28. kg The following interpretations and amendments became effective during the year ended 31 March 2010, but had no effect on the group’s financial statements: IFRIC 16 “Hedges of a Net Investment in a Foreign Operation”; the amendment to IFRS 2 “Share-based Payment” that clarified the terms “vesting conditions” and “cancellations”; the amendments to IAS 32 and IAS 1 “Presentation of Financial Statements: Puttable Financial Instruments and Obligations Arising on Liquidation”; and the 22 May 2008 amendments to IFRS 1 “First-time Adoption of IFRS” and IAS 27 “Consolidated and Separate Financial Statements”. kg The annual improvements issued by the IASB during 2008 and 2009 which are effective have been adopted by the group with no material effect. (ii) Standards, amendments and interpretations to existing standards that are not yet effective and have not been earlier adopted by the group: kg IFRIC 17 “Distributions of Non-cash Assets to Owners” was issued on 27 November 2008 and clarifies the accounting treatment of non-cash dividend distributions. The group will adopt this interpretation in its financial year ending 31 March 2011 and is currently evaluating the effects. kg IFRIC 19 “Extinguishing Financial Liabilities with Equity Instruments” was issued on 26 November 2009 and clarifies the accounting treatment when an entity renegotiates the terms of its debt with the result that its debt is partly or fully extinguished. The group will adopt this interpretation in its financial year ending 31 March 2011 and is currently evaluating the effects. kg The amendments to IFRS 3 “Business Combinations” and IAS 27 “Consolidated and Separate Financial Statements” were issued on 10 January 2008 and has a greater emphasis on the use of fair value, focusing on changes in control as a significant economic event and focusing on what is given to the vendor as consideration rather than to look at what was given to achieve the acquisition. The group will adopt these amendments in its financial year ending 31 March 2011 and is currently evaluating the effects. 104 Naspers Annual Report 2010
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2. PRINCIPAL ACCOUNTING POLICIES (continued) (x) Recently issued accounting standards (continued) kg On 18 June 2009 the IASB issued amendments to IFRS 2 “Share-based Payment” that clarify the accounting for group cash-settled share-based payment transactions in an individual subsidiary’s own financial statements. The group will adopt these amendments in its financial year ending 31 March 2011 and is currently evaluating the effects. kg During 2008, 2009 and 2010 the IASB issued “Improvements to International Financial Reporting Standards”. These are non-urgent but necessary improvements, and consist of various amendments that the group has adopted during its financial year ended 31 March 2010 and will adopt in its financial year ending 31 March 2011. kg On 30 July 2008 amendments to IAS 39 Financial Instruments: Recognition and Measurement were issued. They clarify two hedge accounting issues, namely “inflation in a financial hedged item”, and also how a one-sided risk in a hedged item should be accounted for. The group will adopt these amendments in its financial year ending 31 March 2011 and is currently evaluating the effects. kg The amendments to IAS 32 “Financial Instruments: Presentation” clarifies the accounting treatment when rights issues are denominated in a currency other than the functional currency of the issuer. The amendment states that if such rights are issued pro rata to an entity’s existing shareholders for a fixed amount of currency, they should be classified as equity regardless of the currency in which the exercise price is denominated. The group will adopt these amendments in its financial year ending 31 March 2011 and is currently evaluating the effects. kg The revised IAS 24 “Related party disclosures” was issued on 4 November 2009 and provides partial relief from the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities. It also clarifies and simplifies the definition of a related party. The group will adopt this revised standard in its financial year ending 31 March 2011 and is currently evaluating the effects. kg IFRS 9 “Financial Instruments” was issued on 12 November 2009 and addresses classification and measurement of financial assets as the first part of its project to replace IAS 39. It replaces the multiple classification and measurement models in IAS 39 with a single model that has only two classification categories: amortised cost and fair value. The group will adopt this revised standard in its financial year ending 31 March 2013 and is currently evaluating the effects. The IASB issued IFRIC 15, amendments to IFRIC 14 and IFRS 1 (IFRS 7 disclosures), which are not applicable to the group. The details of this IFRIC are available on the IASB’s website at (www.iasb.org).
3. SIGNIFICANT ACQUISITIONS AND DIVESTITURES Financial year ended 31 March 2010 During November 2009 the group contributed its 42,9% interest in Mail.ru as well as a cash consideration of R771m to acquire a 39% interest in Mail.ru Internet N.V. which, subsequent to a share swop, holds 100% of the investment in Mail.ru and Astrum Online Entertainment Holdings. The group continues to equity-account the investment. During October 2009 the group acquired 51% of Korbitec (Proprietary) Limited for cash of R158m with an additional R51m contingent consideration. The group has recorded the purchase consideration, based on a preliminary appraisal, as follows: tangible assets R48m, intangible assets R135m, liabilities R21m and the balance to goodwill. The minorities’ share of the above is R79m. The revenues and profits from the acquisition were not significant to the group’s consolidated results for the year. In September 2009 the group acquired 94,8% (diluted interest of 91%) of Brazilian e-commerce group BuscaPé.com Inc. for a consideration of approximately R2,7bn. This was funded from existing debt facilities. A put option of R89m over minorities is part of the purchase consideration. The group has recorded the purchase consideration based on a preliminary appraisal as follows: tangible assets R180m, intangible assets R394m, liabilities R228m and the balance to goodwill. The revenues and profits from the acquisitions were not significant to the group’s consolidated results for the year. In June 2009 the group announced a public tender offer to acquire Bankier.pl. The group finalised the transaction in August 2009 and acquired 83% of Bankier.pl. Subsequent to the initial 83% interest acquired, the group also acquired the remaining minorities. The group has recorded the total purchase consideration of R178m as follows: tangible assets R52m, intangible assets R33m and the balance to goodwill. The revenues and profits from the acquisition were not significant to the group’s consolidated results for the year. The group also made some other acquisitions for a combined cost of approximately R522m. Revenues and profits from these acquisitions were not significant to the group’s consolidated results. Naspers Annual Report 2010 105
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3. SIGNIFICANT ACQUISITIONS AND DIVESTITURES (continued) Financial year ended 31 March 2009 In December 2008 the group acquired an additional 11,9% interest (10,3% on a diluted basis) in Mail.ru which brings the group’s total shareholding in this associate to 44,4% (42,9% on a diluted basis). The purchase consideration of approximately R1,03bn was settled in cash. The difference of R759m between the fair value of the assets acquired and the purchase consideration has been provisionally allocated to goodwill as a final purchase price allocation exercise has not been completed. In December 2008 MIH acquired a 37% interest in Xin’an Media, a cooperative joint venture in China, to engage in advertising, printing, distribution and other publication-related activities. Xin’an Media is permitted through its exclusive service contract to carry out the advertising and distribution of Evening News as well as the printing business. The purchase consideration of R315m was settled in cash. The group has recorded the purchase consideration, based upon an appraisal, as follows: net tangible assets of R133m, intangible assets of R162m and the balance to goodwill. The investment in Xin’an Media has been accounted for as an associate, as the group exercises significant influence over the company and not joint control. In September 2008 the group acquired a 100% interest in Vatera.hu KFT (“Vatera”) for a purchase consideration of R183m including transaction costs. Vatera is a Hungarian company that specialises in online auctioning. The purchase consideration has been settled in cash except for an amount of R1,7m which has been granted as a settlement loan by Vatera to the parties concerned. The group has recorded the purchase consideration, based upon a preliminary appraisal, as follows: net tangible assets of R2m, intangible assets of R54m and the balance to goodwill. During August 2008 the group concluded the disposal of its 87,5% interest in the NetMed group for approximately R5,1bn before transaction costs of R67,5m. The transaction was accounted for as a discontinued operation in accordance with IFRS 5 “Non-current Assets Held-for-Sale and Discontinued Operations” and a profit on discontinuance of R2,97bn was recorded. Refer to note 27. In August 2008 the group acquired a 25% interest in Buzz City PTE Limited (“Buzz City”), a private company registered in Singapore that offers internet services focusing on mobile communications and advertising. The purchase consideration for this interest of approximately R78m was paid in cash. This investment has been classified as an associate. The group has recorded the purchase consideration, based upon an appraisal, as follows: net tangible assets of R10m, intangible assets of R6,3m and the balance to goodwill. During August 2008 the group sold an effective 3% in MIH Allegro B.V. to Garma B.V. for a total consideration of R274m. As a result of these transactions, the group’s interest in MIH Allegro B.V. has decreased from 100% to 97%. The group’s accounting policy for transactions with minorities is the “economic entity model”, which requires that transactions with minorities are recorded in equity. The loss of R95m arising on this disposal (being the difference between the loan disposed of and the proceeds) has been recorded in equity. The group acquired an additional 13,4% interest in Nimbuzz B.V. (“Nimbuzz”) in July 2008 for a purchase consideration of approximately R84m which was settled in cash. This additional interest brings the group’s total voting interest in Nimbuzz to 38,4%. When the initial 25% interest was acquired the company performed a purchase price allocation exercise and allocated the full difference between the purchase consideration and the net assets acquired to goodwill. Similarly, the same allocation has been made for the additional interest acquired resulting in R35m being allocated to goodwill. During June 2008 the group acquired a 49% shareholding in Compera nTime Internet Movel S.A. (“Compera”), a Brazilian mobile content developer, for a cash consideration of R105m. During March 2009 the group acquired an additional 5% for R62m, increasing its total interest to 54%. This resulted in the investment becoming a subsidiary from 5 March 2009 (previously an associate), as the group exercises control over this investment. The difference between the purchase consideration and the fair value of the net assets acquired amounting to R86,8m has been allocated to goodwill of R80,9m and net intangible assets of R5,9m. With effect from 7 March 2008 the group acquired a 100% interest in Tradus plc. The purchase price allocation was finalised during the current financial year. IFRS 3 requires that goodwill should be adjusted from the acquisition date by the adjustment to the fair value of assets and liabilities acquired and comparative information presented for the prior period should be presented as if the initial accounting had been completed at the acquisition date. Management has recorded the required reclassifications to adjust the comparative information as follows: goodwill decreased by R3,2bn, intangible assets increased by R3,9bn and deferred tax liabilities increased by R731m. The impact on the prior year income statement was not material. The revenues and profits from the acquisitions were not significant to the group’s consolidated results for the year. 106 Naspers Annual Report 2010
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31 March 31 March 2010 2009 R’m R’m
4. PROPERTY, PLANT AND EQUIPMENT Land and buildings – owned 1 180 1 162 Cost price 1 388 1 347 Accumulated depreciation and impairment 208 185 Land and buildings – leased 57 67 Cost price 105 110 Accumulated depreciation and impairment 48 43 Manufacturing equipment – owned 1 310 1 152 Cost price 2 102 1 941 Accumulated depreciation and impairment 792 789 Manufacturing equipment – leased — — Cost price — 4 Accumulated depreciation and impairment — 4 Transmission equipment – owned 815 618 Cost price 1 382 1 034 Accumulated depreciation and impairment 567 416 Transmission equipment – leased 1 699 621 Cost price 3 177 2 619 Accumulated depreciation and impairment 1 478 1 998 Vehicles, computer and office equipment – owned 1 026 861 Cost price 2 251 1 994 Accumulated depreciation and impairment 1 225 1 133 Vehicles, computers and office equipment – leased 11 9 Cost price 15 11 Accumulated depreciation and impairment 4 2
Subtotal 6 098 4 490 Work in progress 392 264 Net book value 6 490 4 754 Total cost price 10 812 9 324 Accumulated depreciation and impairment 4 322 4 570 Net book value 6 490 4 754 Naspers Annual Report 2010 107
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4. PROPERTY, PLANT AND EQUIPMENT (continued) Vehicles, Manu- Trans- computers Land and facturing mission and office Total Total buildings equipment equipment equipment 2010 2009 R’m R’m R’m R’m R’m R’m Cost Opening balance 1 457 1 945 3 653 2 005 9 060 7 992 Joint venture activities (1) — — (17) (18) 1 Foreign currency translation effects (23) (40) (433) (137) (633) 272 Transfer from other intangible assets (3) 2 7 31 37 — Transferred to non-current assets held-for-sale (17) — — (2) (19) (118) Acquisition of subsidiaries 1 — — 23 24 41 Disposal of subsidiaries ————— (8) Acquisitions 131 399 1 985 498 3 013 1 233 Assets damaged by fire (24) (178) — (7) (209) (97) Disposals/scrappings (28) (26) (653) (128) (835) (256) Closing balance 1 493 2 102 4 559 2 266 10 420 9 060 Work in progress 31 March 392 264 Total cost 10 812 9 324 Accumulated depreciation and impairment Opening balance 228 793 2 414 1 135 4 570 3 698 Joint venture activities — — — (13) (13) 1 Foreign currency translation effects (8) (38) (295) (101) (442) 201 Impairment — 2 52 3 57 38 Transfer from other intangible assets — 1 — 4 5 — Transferred to non-current assets held-for-sale (4) — — (1) (5) (73) Disposal of subsidiaries ————— (3) Depreciation 50 112 397 319 878 910 Assets damaged by fire (3) (58) — (4) (65) (18) Disposals/scrappings (7) (20) (523) (113) (663) (184) Closing balance 256 792 2 045 1 229 4 322 4 570 Cost 1 493 2 102 4 559 2 266 10 420 9 060 Accumulated depreciation and impairment 256 792 2 045 1 229 4 322 4 570 Net book value 1 237 1 310 2 514 1 037 6 098 4 490 Work in progress 31 March 392 264 Total net book value 6 490 4 754 In terms of IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” an assessment of the expected future benefits associated with property, plant and equipment was determined. Based on the latest available and reliable information there was a change in the estimated useful life and residual value, which resulted in a decrease in depreciation of R35,5m (2009: increase of R4,8m). 108 Naspers Annual Report 2010
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4. PROPERTY, PLANT AND EQUIPMENT (continued) During the current and prior years fires damaged manufacturing equipment at the group’s printing plants. The net book value of the assets damaged by these fires was R143,9m (2009: R79,1m), and has been disclosed under “Other gains/(losses) – net” in the income statement. These assets have been written off, but were fully insured. The group received R326,6m (2009: R19,2m) from its insurers and is in the process of recovering the remaining insurance proceeds. In addition to the damage caused by the fire the group recognised an impairment of property, plant and equipment with a net book value of R57,0m (2009: R38,4m). Included in the total impairment for 31 March 2010 is an impairment of R51,8m relating to a transponder with limited subscribers who were migrated to a different satellite on 31 May 2010. Commercial operation of this impaired transponder ceased on this date. The impairment loss has been included in “Other gains/(losses) – net” in the income statement of which R51,8m has been included in the pay-television segment and R5,2m in the print segment. The recoverable amounts of the remaining assets have been determined based on a value in use calculation. The impairments resulted from the recoverable amounts of the assets being lower than the carrying value thereof. The group has pledged property, plant and equipment with a carrying value of R1 843,4m at 31 March 2010 (2009: R765,8m) as security against certain term loans and overdrafts with banks. Registers containing additional information on land and buildings are available for inspection at the registered offices of the respective group companies. The directors are of the opinion that the recoverable amount of each class of property exceeds the carrying amount at which it is included in the statement of financial position. 31 March 31 March 2010 2009 R’m R’m
5. GOODWILL Cost Opening balance 15 407 17 615 Foreign currency translation effects (1 163) (2 425) Acquisition of subsidiaries 2 766 520 Disposal of subsidiaries — (6) Acquisition of joint ventures 24 18 Reclassifications 17 — Contingent consideration adjustments — 46 Transferred to non-current assets held-for-sale — (361) Closing balance 17 051 15 407 Accumulated impairment Opening balance 49 42 Acquisition of joint ventures 1 1 Currency translation differences (1) — Impairment 382 6 Closing balance 431 49 Net book value 16 620 15 358 The group recognised impairment losses on goodwill of R381,9m (2009: R5,7m) during the financial year ended 31 March 2010 due to the fact that the recoverable amount of certain cash-generating units were less than their carrying value. Included in the total impairment charge is an amount of R335,4m which relates to our investment in GG Network S.A. (Gadu-Gadu). Gadu-Gadu’s revenue model is mainly advertising driven and was negatively impacted by global economic conditions. The impairment charges have been included in “Other gains/(losses) – net” in the income statement of which R335,4m has been included in the internet segment and R46,5m in the print segment. The recoverable amounts have been based on value in use calculations. During the year the group finalised the purchase price accounting for acquisitions in the prior year and no significant adjustments were required.
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5. GOODWILL (continued) Impairment testing of goodwill The group has allocated its goodwill to various cash-generating units. The recoverable amounts of these cash- generating units have been determined based on either a value in use calculation or on a fair value less costs to sell basis. The value in use is based on discounted cash flow calculations. The group based its cash flow calculations on three-to-five year budgeted and forecast information approved by senior management and the various boards of directors of group companies. Long-term average growth rates for the respective countries in which the entities operate or where more appropriate, the growth rate of the cash generating units, were used to extrapolate the cash flows into the future. Where the fair value was used to calculate recoverable amounts, it is based on publicly traded market prices. The discount rates used reflect specific risks relating to the relevant cash-generating units and the countries in which they operate. The group allocated goodwill to the following groups of cash-generating units: Growth rate Net book Basis of Discount rate used to value of determination applied to extrapolate goodwill of recoverable cash flows cash flows R’m amount % % Groups of cash-generating units Tradus plc. 8 305 Value in use 13,8 5,0 M-Net and SuperSport 3 569 Value in use 18,3 3,5 BuscaPé.com Inc.1 2 238 Value in use 17,0 8,0 GG Network S.A. 319 Value in use 20,2 4,0 Huntley Holdings (Proprietary) Limited 252 Value in use 18,3 3,5 Cloakware Inc. 250 Value in use 26,3 9,5 Molotok.ru (Russia) 192 Value in use 20,7 7,5 Moonfish Media OÜ 166 Value in use 18,1 4,5 Vatera.hu KFT 162 Value in use 19,7 5,0 Entriq Inc. 138 Value in use 21,7 7,5 Korbitec (Proprietary) Limited1 126 Value in use 18,5 4,0 Compera nTime Internet Movel S.A. 104 Value in use 22,4 8,0 Bankier.pl S.A. 93 Value in use 12,2 5,0 MXit Lifestyle (Proprietary) Limited 90 Value in use 20,6 – 26,4 4,0 Digital Mobile Television (Proprietary) Limited 75 Value in use 26,8 4,0 Irdeto Access B.V. 64 Value in use 15,8 2,5 Irdeto France S.A.S. 57 Value in use 15,9 2,5 Various other units 420 Value in use Various Various 16 620 Note 1The amounts of goodwill presented for the above cash-generating units represent acquisitions that were made during the year and represent the excess of the purchase consideration over the fair value of the assets acquired. A post-tax discount rate is applied as the value in use was determined using post-tax cash flows. Goodwill represents the above cash-generating units’ ability to generate future cash flows, which is a direct result of various factors, including customer relationships, technological innovations, content libraries, the quality of the workforce acquired, supplier relationships and possible future synergies. If one or more of the inputs were changed to a reasonable possible alternative assumption, there would be no significant effect on the future cash flows of the cash-generating units. 110 Naspers Annual Report 2010
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6. OTHER INTANGIBLE ASSETS 31 March 2010 Intellectual property Brand rights and Subscriber names and Concession Total patents base title rights rights Software 2010 R’m R’m R’m R’m R’m R’m Cost Opening balance 812 2 880 3 377 12 468 7 549 Joint venture activities ———— (1)(1) Foreign currency translation effects (187) (304) (143) (1) (11) (646) Acquisition of subsidiaries — 208 630 — 74 912 Disposal of subsidiaries — (1) — — — (1) Acquisitions 37 32 3 — 166 238 Transfer to property, plant and equipment — (31) 1 — (7) (37) Reclassifications — 3 — (3) — — Disposals — (12) (1) — (30) (43) Closing balance 662 2 775 3 867 8 659 7 971 Work in progress 157 Total cost 8 128 Accumulated amortisation and impairment Opening balance 249 1 202 443 2 224 2 120 Foreign currency translation effects (39) (90) (11) — (12) (152) Impairment — — 2 — — 2 Transfer to property, plant and equipment — (6) — — 1 (5) Disposal of subsidiaries — (1) — — — (1) Reclassifications (1) 4 — (3) — — Disposals — (8) (1) — (16) (25) Amortisation 56 799 257 1 100 1 213 Closing balance 265 1 900 690 — 297 3 152 Net book value 397 875 3 177 8 362 4 819 Work in progress 157 Total net book value 4 976
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6. OTHER INTANGIBLE ASSETS (continued) 31 March 2009 Intellectual property Brand rights and Subscriber names and Concession Total patents base title rights rights Software 2009 R’m R’m R’m R’m R’m R’m Cost Opening balance 701 3 142 3 885 16 386 8 130 Joint venture activities ———— (2)(2) Foreign currency translation effects 95 (358) (504) (4) 4 (767) Transferred to non-current assets held-for-sale (1) (90) (49) — (1) (141) Acquisition of subsidiaries 2 52 55 — 18 127 Acquisitions 15 29 10 — 193 247 Reclassifications — 111 (7) — (104) — Disposals — (6) (13) — (26) (45) Closing balance 812 2 880 3 377 12 468 7 549 Work in progress 128 Total cost 7 677 Accumulated amortisation and impairment Opening balance 164 361 230 — 117 872 Foreign currency translation effects 19 28 — — 11 58 Impairment — — 5 — 8 13 Transferred to non-current assets held-for-sale — (23) (15) — — (38) Reclassifications (5) — — — 5 — Disposals — (4) (13) — (14) (31) Amortisation on continuing operations 71 840 236 2 97 1 246 Closing balance 249 1 202 443 2 224 2 120 Net book value 563 1 678 2 934 10 244 5 429 Work in progress 128 Total net book value 5 557 The group recognised impairment losses on other intangible assets of R2,0m (2009: R12,6m) during the financial year ended 31 March 2010 due to the fact that the recoverable amounts of certain cash-generating units were less than their carrying values. The impairment charges have been included in “Other gains/(losses) – net” on the income statement and in the print segment. The recoverable amounts have been based on value in use calculations with discount rates comparable to those used in assessing the impairment of goodwill. In terms of IAS 8 an assessment of the expected future benefits associated with other intangible assets was determined. Based on the latest available and reliable information there was a change in the estimated useful life and residual value, which resulted in a decrease in amortisation of R4,0m (2009: decrease of R6,7m). 112 Naspers Annual Report 2010
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31 March 31 March 2010 2009 R’m R’m
7. INVESTMENTS AND LOANS Investments in associates Listed 4 646 3 591 Unlisted 7 296 7 076 Total investments in associates 11 942 10 667 Investments and loans Loans to related parties Unlisted Nimbuzz B.U. [a] 35 — MXit Lifestyle International Limited [a] 17 — Various other related parties [a] 29 33 Total long-term loans to related parties 81 33 Loans and receivables Unlisted Thebe Scitech (Proprietary) Limited 5 7 Welkom Yizani preference shares 391 694 Phuthuma Nathi preference shares 3 170 3 093 Endowment policy for medical liability — 55 Total loans and receivables 3 566 3 849 Accrued dividends included in preference shares (144) (216) Total loans and receivables excluding accrued dividends 3 422 3 633 Short-term loans and receivables (3) (57) Long-term loans and receivables 3 419 3 576 Total investments and loans 3 647 3 882 Investments classified on statement of financial position Non-current investments and loans 3 500 3 609 Current investments and loans 3 57 Accrued dividends classified under other receivables 144 216 3 647 3 882 The market value of the group’s listed investments in associates at 31 March 2010 amounted to R92,8bn (2009: R44,5bn). Tencent Holdings Limited contributed R92,7bn (2009: R44,4bn) and Beijing Media Corporation Limited R95,9m (2009: R57,3m). The valuation of total unlisted investments and loans, as approved by the directors of the respective group companies, amounted to R10,8bn (2009: R11,0bn). Naspers has two major BEE ownership initiatives, Welkom Yizani Investments Limited (“Welkom Yizani”), which holds ordinary shares in Media24 Holdings (Proprietary) Limited and Phuthuma Nathi Investments Limited (“Phuthuma Nathi”) which holds ordinary shares in MultiChoice South Africa Holdings (Proprietary) Limited. BEE participants funded 20% of their investment with cash and the remaining 80% was funded through the issuance of preference shares to Naspers Limited and MIH Holdings Limited. These preference shares are variable, cumulative, redeemable preference shares and are classified as loans and receivables. The Welkom Yizani transaction was restructured during the year ended 31 March 2010. Welkom Yizani redeemed 21,1 million preference shares at a nominal value and the group agreed to waive R119m of arrear and accumulated undeclared preference dividends due to the group. The total refinancing charge of R330m was included in “Other gains/(losses) – net” in the income statement and in the corporate segment in the segment report. The preference dividend rate was reduced from 75% to 65% of the prime interest rate from December 2009. The carrying value for Welkom Yizani is R391,4m (2009: R694,4m). The Phuthuma Nathi transaction was not affected by the Welkom Yizani restructuring and the carrying value for Phuthuma Nathi was R3,2bn (2009: R3,1bn) at 31 March 2010. Preference dividends are calculated at a rate of 75% (2009: 75%) of the prime interest rate. [a] The nature of these related party relationships are that of joint ventures and associates. Naspers Annual Report 2010 113
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7. INVESTMENTS AND LOANS (continued) The following information relates to Naspers Limited’s financial interest in its significant subsidiaries, over which the group has voting control through its direct and indirect interests in respective intermediate holding companies and other entities: Effective Func- percentage Country of tional D Name of subsidiary interest* Nature of business incorporation currency or I 2010 2009 % % LISTED COMPANIES Bankier.pl S.A. 100,0 — Finance and tax portal Poland PLN I UNLISTED COMPANIES Media24 Holdings (Proprietary) Limited 85,0 85,0 Print media company South Africa ZAR D Paarl Media Group (Proprietary) Limited 85,0 85,0 Printing South Africa ZAR I Touchline Media (Proprietary) Limited 85,0 85,0 Publishing of magazines South Africa ZAR I Boland Koerante (Eiendoms) Beperk 85,0 63,8 Publishing of newspapers South Africa ZAR I Via Afrika Limited 85,0 85,0 Publishing of books South Africa ZAR I MIH Holdings Limited 100,0 100,0 Investment holding South Africa ZAR D MultiChoice South Africa Holdings (Proprietary) Limited 80,0 80,0 Subscription television South Africa ZAR I Huntley Holdings (Proprietary) Limited 80,0 80,0 Internet service provider South Africa ZAR I MIH (Mauritius) Limited 100,0 100,0 Investment holding British Virgin Islands USD I MIH B.V. 100,0 100,0 Investment holding The Netherlands EUR I MultiChoice Africa Limited 100,0 100,0 Investment holding Mauritius USD I Irdeto Access B.V. 100,0 100,0 Technology development The Netherlands USD I M-Web (Thailand) Limited 100,0 100,0 Internet service provider Thailand THB I Electronic Media Network Limited 80,0 80,0 Pay-TV content provider South Africa ZAR I SuperSport International Holdings Limited 80,0 80,0 Pay-TV content provider South Africa ZAR I GG Network S.A. 100,0 100,0 Instant-messaging services Poland PLN I MIH Allegro B.V. 97,0 97,0 Investment holding The Netherlands EUR I Internet e-commerce QXL Poland 97,0 97,0 platform provider Poland PLN I MIH Ricardo B.V. 100,0 100,0 Investment holding The Netherlands EUR I Internet e-commerce Ricardo.ch AG 100,0 100,0 platform provider Switzerland CHF I Comparative shopping and BuscaPé.com Inc. 94,8 — e-commerce Brazil BRL I Compera nTime Internet Movel S.A. 54,0 54,0 Mobile value-added services Brazil BRL I Property transfer e-commerce Korbitec (Proprietary) Limited 51,0 — platform South Africa ZAR I
D – Direct interest I – Combined direct and indirect effective interest * – The percentage interest shown is the financial effective interest, after adjusting for the interests of the group’s equity compensation plans treated as treasury shares. Note – A register containing the number and class of shares in all investments held as subsidiaries is available for inspection at the group’s registered office. 114 Naspers Annual Report 2010
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7. INVESTMENTS AND LOANS (continued) The following information relates to Naspers Limited’s financial interest in its significant joint ventures, over which the group has joint voting control through its direct and indirect interests in respective intermediate holding companies and other entities: Effective Func- percentage Country of tional D Name of joint venture interest* Nature of business incorporation currency or I 2010 2009 % % UNLISTED COMPANIES The Natal Witness Printing and Publishing Company Publishing and printing (Proprietary) Limited 42,5 42,5 of newspapers South Africa ZAR I Instant-messaging MXit Lifestyle (Proprietary) Limited 24,4 24,4 services South Africa ZAR I MIH India Global Internet Limited (ibibo)# 90,0 94,0 Internet-related services India INR I Pricetown sro 50,0 — Classifieds Czech Republic CZK I Glendover Ventures Limited 50,0 — Classifieds Cyprus UAH I
D – Direct interest I – Combined direct and indirect effective interest * – The percentage interest shown is the financial effective interest, after adjusting for the interests of the group’s equity compensation plans treated as treasury shares. # – Although ownership is greater than 50%, it is not consolidated as it is jointly controlled (refer to note 13). Note – A register containing the number and class of shares in all investments held as joint ventures is available for inspection at the group’s registered office. Additional joint venture disclosure The following is the group’s interest in the combined summarised statements of financial position and income statements of the joint ventures as per their financial statements: 31 March 31 March 2010 2009 R’m R’m Statement of financial position information Non-current assets 147 169 Current assets 232 239 Total assets 379 408 Non-current liabilities 494 560 Current liabilities 144 160 Total liabilities 638 720 Total shareholders’ equity (259) (312) Total equity and liabilities 379 408 Income statement information Revenue 542 604 Net loss (108) (208) The group’s interest in the joint ventures’ capital commitments amounted to R17,0m (2009: R25,2m) and it had no interest in contingent liabilities at 31 March 2010 and 31 March 2009. Naspers Annual Report 2010 115
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7. INVESTMENTS AND LOANS (continued) The following information relates to Naspers Limited’s financial interest in its significant associated companies: Effective Func- percentage Country of tional D Name of associated company interest* Nature of business incorporation currency or I 2010 2009 % % LISTED COMPANIES Instant-messaging Tencent Holdings Limited 34,6 35,1 services China CNY I Beijing Media Corporation Print media, advertising and Limited 9,9 9,9 print-related services China CNY I UNLISTED COMPANIES Print media, pay TV and Abril S.A. 30,0 30,0 educational books Brazil BRL I Mail.ru Internet N.V. 39,0 42,9 Internet-related services The Netherlands RUB I Nimbuzz B.V. 43,6 38,4 Internet-related services The Netherlands EUR I ACL Wireless Limited 30,0 30,0 Internet-related services India INR I Free State Cheetahs Rugby (Proprietary) Limited 20,0 20,0 Rugby operations South Africa ZAR I Natal Sharks (Proprietary) Limited 32,0 32,0 Rugby operations South Africa ZAR I Hunan Titan Culture Exchange Company Limited 37,4 37,4 Print media China CNY I Buzz City PTE Limited 36,1 25,0 Internet-related services Singapore SGD I Xin’an Media Company Limited (Anhui) 37,0 37,0 Print media China CNY I
D – Direct interest I – Indirect effective interest * – The percentage interest shown is the financial effective interest, after adjusting for the interests of the group’s equity compensation plans treated as treasury shares. Note – A register containing the number and class of shares in all investments held as associates are available for inspection at the group’s registered office. 116 Naspers Annual Report 2010
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31 March 31 March 2010 2009 R’m R’m
7. INVESTMENTS AND LOANS (continued) Investment in associated companies Opening balance 10 667 9 038 Associated companies acquired – gross consideration 891 1 702 Net assets acquired 17 492 Goodwill and intangibles recognised 876 1 168 Deferred taxation recognised (5) (54) Other 3 96 Associated companies sold (1) (93) Share of current year other reserve movements 250 (258) Share of equity-accounted results 2 417 1 660 Net income before amortisation 3 066 1 961 Net loss before amortisation (49) (70) Taxation (600) (231) Equity-accounted results due to purchase accounting (423) (179) Amortisation of other intangible assets (326) (272) Release of purchase accounting goodwill (212) — Realisation of deferred taxation 115 93 Impairment of equity-accounted investments (62) (214) Dividends received (518) (98) Foreign currency translation adjustments (1 343) (883) Dilution profit/(loss) 64 (8) Closing balance 11 942 10 667 The group recognised R2,1bn (2009: R1,5bn) as its share of equity-accounted results in the income statement. Impairment losses on investments in associated companies of R62,2m (2009: R214,3m) has been recorded during the financial year ended 31 March 2010 due to the fact that the recoverable amounts of certain investments in associated companies were less than their carrying values. The impairment charges have been included in “Impairment of equity-accounted investments” on the income statement. Included in the total impairment charge for the current year is an impairment of R57,2m relating to Hunan Titan Culture Exchange Company Limited which has been included in the print segment. The recoverable amounts of the other unlisted investments have been based on value in use calculations with discount rates comparable to those used in assessing the impairment of goodwill. Refer to note 5. Naspers Annual Report 2010 117
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7. INVESTMENTS AND LOANS (continued) Additional associate disclosure The following are the combined summarised statements of financial position and income statements of the associated companies as per their annual financial statements: 31 March 31 March 2010 2009 R’m R’m Statement of financial position information Non-current assets 10 997 9 265 Current assets 22 380 20 443 Total assets 33 377 29 708 Non-current liabilities 5 874 5 285 Current liabilities 10 689 9 804 Total liabilities 16 563 15 089 Total shareholders’ equity 16 814 14 619 Total equity and liabilities 33 377 29 708 Income statement information Revenue 28 323 24 940 Operating profit 8 083 6 284 Net profit 7 035 5 426 The group’s interest in the associates’ contingent liabilities as 31 March 2010 amounted to R247,3m (2009: R393,0m). The following are entities with more than 50% ownership, which are not consolidated due to immaterial operations: Effective percentage Country of Name of entity interest incorporation Betung Cable (China) Limited 100,0 Hong Kong Mkungumanga Limited 50,0 Kenya International Co-Productions (Proprietary) Limited 100,0 South Africa M-Net Intelprop Limited 100,0 Mauritius Media24 Intelprop Holdings Limited 100,0 Mauritius Zayle Investment (Proprietary) Limited 55,3 South Africa The following entities are consolidated due to management control through shareholder agreements even though ownership is less than 50%. These entities would normally be accounted for as associates, but are now consolidated: Effective percentage Country of Name of entity interest incorporation MultiChoice Namibia (Proprietary) Limited 49,0 Namibia Details Nigeria Limited 49,0 Nigeria The following entities have less than 20% ownership, but are classified as associates as significant influence is established through cooperation agreements, board representation and the placement of key management: Effective percentage Country of Name of entity interest incorporation Beijing Media Corporation Limited 9,9 China Vodacom Cheetahs (Proprietary) Limited 8,2 South Africa 118 Naspers Annual Report 2010
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31 March 31 March 2010 2009 R’m R’m
8. PROGRAMME AND FILM RIGHTS Cost price – programme rights 1 974 1 424 – film rights 788 776 2 762 2 200 Accumulated amortisation – programme rights (1 044) (686) – film rights (420) (445) (1 464) (1 131) Net book value – programme rights 930 738 – film rights 368 331 1 298 1 069 A significant portion of the group’s cash obligations under contracts for pay-television programming and channels is denominated in US dollars. The group uses forward exchange contracts to hedge the exposure to foreign currency risk. The group generally covers forward 50% to 100% of firm commitments in foreign currency for up to two years. At 31 March 2010 the group had entered into contracts for the purchase of programme and film rights. The group’s commitments in respect of these contracts amounted to R8,7bn (2009: R8,1bn). 31 March 31 March 2010 2009 R’m R’m
9. DEFERRED TAXATION Opening balance (505) (1 245) Accounted for in income statement 80 563 Accounted for against reserves 182 26 Acquisition of subsidiaries and joint ventures (278) (1) Disposal of subsidiaries — 3 Foreign currency translation effects 75 140 Transferred to non-current assets held-for-sale — 9 Closing balance (446) (505) Naspers Annual Report 2010 119
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9. DEFERRED TAXATION (continued) The deferred taxation assets and liabilities and movement thereon were attributable to the following items: Acquisition of subsidiaries Foreign 1 April Charged Charged and exchange 31 March 2009 to income to equity joint ventures adjustments 2010 R’m R’m R’m R’m R’m R’m
Deferred taxation assets Property, plant and equipment 24 52 — — (3) 73 Intangible assets 17 (2) — 2 (13) 4 Receivables and other current assets 25 10 — — — 35 Provisions and other current liabilities 370 23 — 18 (6) 405 Capitalised finance leases 186 (82) — — — 104 Programme and film rights 8 (1) — — — 7 Income received in advance 19 59 — — — 78 Tax losses carried forward 1 780 116 — 19 (319) 1 596 Share-based compensation 93 (31) — — (2) 60 STC credits 334 (82) — — — 252 Capital gains tax credits on capital losses 91 (27) — — — 64 Derivatives 6 20 120 — 3 149 Other 14 4 — — (6) 12 2 967 59 120 39 (346) 2 839 Valuation allowance 1 812 240 — 8 (326) 1 734 1 155 (181) 120 31 (20) 1 105 Deferred taxation liabilities Property, plant and equipment 328 132 — — (6) 454 Intangible assets 1 051 (314) — 309 (87) 959 Receivables and other current assets 68 (19) — — — 49 Provisions and other current liabilities 3 (3) — — — — Capitalised finance leases 73 (73) — — — — Derivatives 63 — (63) — — — Programme and film rights 46 17 — — — 63 Other 28 1 2 — (5) 26 1 660 (259) (61) 309 (98) 1 551 Net deferred taxation (505) 78 181 (278) 78 (446) 120 Naspers Annual Report 2010
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9. DEFERRED TAXATION (continued) Valuation allowances are created against the net deferred taxation assets, when it is probable that the deferred taxation assets will not be realised in the near future, due to the timing on available tax loss carry-forwards that arose on these losses or due to the uncertainty of the utilisation of STC credits. Further valuation allowances have been raised when it is uncertain whether future taxable profits will be available to utilise unused tax losses and timing differences. Latin South Rest of America Africa Africa Asia Europe and USA Other Total R’m R’m R’m R’m R’m R’m R’m Valuation allowance 508 15 113 425 569 104 1 734 The group has tax losses carried forward of approximately R5,3bn (2009: R5,5bn). A summary of the tax losses carried forward at 31 March 2010 by tax jurisdiction and the expected expiry dates are set out below: Latin South Rest of America Africa Africa Asia Europe and USA Other Total R’m R’m R’m R’m R’m R’m R’m Expires in year one 31 — — 25 — — 56 Expires in year two 6————— 6 Expires in year three ——————— Expires in year four — — 11 — — — 11 Expires in year five 4 — 1 2 — 4 11 Expires after year five 1 335 94 96 1 584 1 595 466 5 170 1 376 94 108 1 611 1 595 470 5 254 The ultimate outcome of additional taxation assessments may vary from the amounts accrued. However, management believes that any additional taxation liability over and above the amount accrued would not have a material adverse impact on the group’s income statement and statement of financial position. Deferred taxation assets and liabilities are offset when the income tax relates to the same fiscal authority and there is a legal right to offset at settlement. The following amounts are shown in the consolidated statement of financial position: 31 March 31 March 2010 2009 R’m R’m Classification on statement of financial position Deferred taxation assets 814 871 Deferred taxation liabilities (1 260) (1 376) Net deferred taxation liabilities (446) (505) The group charged deferred income tax of R181,4m (2009: R26,2m) to other comprehensive income as a result of changes in the fair value of derivative financial instruments that relate to forecast transactions or commitments. Total deferred taxation assets amount to R813,6m of which R108,5m will be utilised within the next 12 months and R705,1m after 12 months. Total deferred taxation liabilities amount to R1 260,5m of which R3,7m will be utilised within the next 12 months and R1 256,8m after 12 months. Naspers Annual Report 2010 121
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31 March 31 March 2010 2009 R’m R’m
10. INVENTORY Carrying value Raw materials 166 256 Finished products, trading inventory and consumables 265 309 Work in progress 37 35 Decoders, internet and associated components 426 268 Gross inventory 894 868 Provision for slow-moving and obsolete inventories (201) (127) Net inventory 693 741 The total provision charged to write inventory down to net realisable value in the income statement amounted to R102,0m (2009: R42,0m), and reversals of these provisions amounted to R2,0m (2009: R3,9m). Inventories written down to net realisable value amounted to R17,4m (2009: R3,1m).
11. TRADE RECEIVABLES Carrying value Trade accounts receivable, gross 2 665 2 446 Less: Provision for impairment of receivables (227) (213) 2 438 2 233 The group has no accounts receivable pledged at 31 March 2010 (2009: Rnil) as security against certain term loans and overdrafts with banks. Trade receivables of Media24 Newspapers to the value of Rnil (2009: R7,2m) have been ceded in respect of finance structure loans. The movement in the allowance account for impairment of trade receivables during the year was as follows: Provision for impairment of receivables Opening balance (213) (161) Additional provisions charged to income statement (99) (118) Provisions reversed to income statement 32 21 Provisions utilised 38 47 Transferred to non-current assets held-for-sale — 7 Foreign currency translation effect 17 (7) Other (2) (2) Closing balance (227) (213) 122 Naspers Annual Report 2010
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11. TRADE RECEIVABLES (continued) The ageing of trade receivables as well as the amount of provision per age class, for each of the reportable segments (excluding associates), is presented below:
31 March 2010 Neither past due 30 days 60 days 90 days 120 days nor impaired and older and older and older and older Total R’m R’m R’m R’m R’m R’m
Pay television 710 173 29 12 32 956 Provision — (17) (22) (9) (26) (74)
Total 710156736882
Internet 473 52 15 14 50 604 Provision — (13) (6) (10) (42) (71)
Total 47339948533
Technology 109 17 17 4 54 201 Provision — (1) — — (34) (35)
Total 109 16 17 4 20 166
Print 634 147 47 15 61 904 Provision — (6) (1) (3) (37) (47)
Total 634 141 46 12 24 857
Total 1 926 389 108 45 197 2 665 Provision — (37) (29) (22) (139) (227)
Total 1 926 352 79 23 58 2 438 Naspers Annual Report 2010 123
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11. TRADE RECEIVABLES (continued)
31 March 2009 Neither past due 30 days 60 days 90 days 120 days nor impaired and older and older and older and older Total R’m R’m R’m R’m R’m R’m
Pay television 498 173 39 47 34 791 Provision — (5) (20) (28) (11) (64)
Total 498 168 19 19 23 727
Internet 264 62 13 10 35 384 Provision — (41) (5) (6) (29) (81)
Total 264 21846303
Technology 84 19 24 19 91 237 Provision — (1) — — (25) (26)
Total 84 18 24 19 66 211
Print 687 211 37 26 73 1 034 Provision — (13) — (5) (24) (42)
Total 687 198 37 21 49 992
Total 1 533 465 113 102 233 2 446 Provision — (60) (25) (39) (89) (213)
Total 1 533 405 88 63 144 2 233 124 Naspers Annual Report 2010
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31 March 31 March 2010 2009 R’m R’m
12. OTHER RECEIVABLES Prepayments and accrued income 960 1 054 Receivables from minority shareholders 10 16 Staff debtors 10 11 VAT and related taxes receivable 202 195 Preference dividend accrual 144 216 Insurance proceeds 152 97 Transponder lease receivable 82 — Other receivables 311 293 1 871 1 882
13. RELATED PARTY TRANSACTIONS AND BALANCES The group entered into transactions and has balances with a number of related parties, including equity investees, joint ventures, directors, shareholders and entities under common control. Transactions that are eliminated on consolidation are not included. The transactions and balances with related parties are summarised below: Sale of goods and services to related parties Notes Jane Raphaely & Associates (Proprietary) Limited [a] — 17 New Media Publishers (Proprietary) Limited [a] 83 78 Various other related parties [a] 20 34 103 129 Note [a] The group receives revenue from a number of its related parties mainly for the printing and distribution of magazines and newspapers. The nature of these related party relationships are that of joint ventures and associates. Purchase of goods and services from related parties New Media Publishers (Proprietary) Limited [a] 4 5 Natal Witness Printing & Publishing Company (Proprietary) Limited [a] 11 11 Various other related parties [a] 10 2 25 18 Note [a] The group purchases goods and services from a number of its related parties mainly for the printing and distribution of magazines and newspapers. The nature of these related-party relationships are that of joint ventures and associates. Naspers Annual Report 2010 125
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13. RELATED PARTY TRANSACTIONS AND BALANCES (continued) Other transactions with related parties Tencent Holdings Limited (“Tencent”) The group entered into a number of intellectual property and know-how licensing agreements with Tencent. On 27 June 2002 Tencent granted a sole and exclusive licence to a group company to use, and to authorise its affiliates (“the operators”), which carry on business in sub-Saharan Africa (including South Africa), Indonesia, Thailand, Greece and Cyprus to use certain proprietary intellectual property and know-how of Tencent for a licence fee computed at 40% of gross revenue derived by the operators by using this proprietary information. The agreement is for a term of 15 years and expires in 2017. MIH India Global Internet Limited (“MIH India”), a joint venture of the group, entered into a transaction with Tencent, pursuant to which Tencent granted to MIH India and its subsidiaries a licence to use Tencent’s technology and content in India in consideration of MIH India granting an option to Tencent to subscribe for new shares of MIH India. The licence will be exclusive to MIH India for an initial period of seven years. Upon termination of the exclusive period, the licence will continue on a non-exclusive basis. Tencent will also provide additional support services to MIH India. In December 2008 Tencent exercised its option for a 6% share in MIH India and another 4% in March 2010. The group has performed an assessment, as required by IAS 27 “Consolidated and Separate Financial Statements”, to determine whether the group would still exert control over MIH India in the event that the remaining option is exercised. The option to acquire an additional interest is currently exercisable. Based on this assessment, if Tencent were to exercise its option in full, all decisions made by the board of directors would require approval by both the group and Tencent’s directors. As such, the group will exert joint control, as defined in IAS 31 “Interests in Joint Ventures”, over MIH India with Tencent. The group has consolidated 100% of all assets, liabilities, income and expenses of MIH India up to 31 December 2008 and the proportionate share of the group’s interest in MIH India thereafter. The option granted falls within the scope of IFRS 2 “Share-based Payments”, as equity of the company is being given in exchange for goods and services to be received. The group has therefore performed a calculation to determine the fair value of the option during 2009, which amounted to R31,5m and is being amortised over a seven-year period, being the licence period. The balances of advances, deposits, receivables and payables between the group and related parties are as follows: 31 March 31 March 2010 2009 Notes R’m R’m Receivables New Media Publishers (Proprietary) Limited [a] 20 21 Various other related parties [a] 6 6 26 27 Payables Tencent Technology (Shenzhen) Company Limited [b] — 21 New Media Publishers (Proprietary) Limited [a] 2 9 Various other related parties [a] 7 13 9 43 Refer to note 7 for long-term loans to related parties. Notes [a] The group purchases goods and services from a number of its related parties mainly for the printing and distribution of magazines and newspapers. The nature of these related party relationships are all that of joint ventures and associates. [b] The 6% stake purchased by Tencent during December 2008 in MIH India resulted in a shareholder loan payable to Tencent. 126 Naspers Annual Report 2010
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31 March 31 March 2010 2009 R’000 R’000
13. RELATED PARTY TRANSACTIONS AND BALANCES (continued) Directors’ emoluments Non-executive directors Fees for services as directors 6 409 5 432 Fees for services as directors of subsidiary companies 5 247 4 767 11 656 10 199 No director has a notice period of more than one year. No director’s service contract includes predetermined compensation as a result of termination that would exceed one year’s salary and benefits. The individual directors received the following remuneration and emoluments during the current financial year: Bonuses and performance- Pension Salary related fees contributions Total Executive directors R’000 R’000 R’000 R’000 2010 S J Z Pacak 2 820 3 135 280 6 235 J P Bekker ———— 2 820 3 135 280 6 235 2009 S J Z Pacak 2 660 2 365 300 5 325 J P Bekker ———— 2 660 2 365 300 5 325 Remuneration received by executive directors for other services paid by subsidiary companies totalled R3,1m (2009: R2,1m). Naspers Annual Report 2010 127
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13. RELATED PARTY TRANSACTIONS AND BALANCES (continued) Directors’ emoluments (continued) The individual directors received the following remuneration and emoluments during the current financial year: Committee1 and Committee1 and Directors’ fees trustee2 fees Directors’ fees trustee2 fees Paid by Paid by Paid by Paid by Paid by Paid by Paid by Paid by com- subsi- com- subsi- Total com- subsi- com- subsi- Total Non-executive pany diaries pany diaries 2010 pany diaries pany diaries 2009 directors R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 T Vosloo3 1 887 1 233 — 95 3 215 1 682 1 357 — 88 3 127 J J M van Zyl3 354 578 390 176 1 498 311 675 382 161 1 529 L N Jonker 354— 42 — 396 311 — 17 — 328 N P van Heerden3 354 80 — — 434 311 76 — — 387 B J van der Ross 354———354 311 — — — 311 G J Gerwel3 354 557 90 67 1 068 311 525 84 36 956 H S S Willemse 354 — 42 — 396 311 — 17 — 328 F-A du Plessis 354 — 135 137 626 311 — 135 129 575 T M F Phaswana3 354 124 — — 478 311 175 — — 486 L P Retief3 354 1 687 — 130 2 171 181 927 — 257 1 365 R C C Jafta3 354 186 135 197 872 311 175 135 186 807 D Meyer 148———148 — ———— 5 575 4 445 834 802 11 656 4 662 3 910 770 857 10 199 Notes on non-executive directors’ remuneration Note 1: Committee fees include fees for the attendance of the audit committee, the human resources committee and the nomination committee meetings of the board. Note 2: Trustee fees include fees for the attendance of the various retirement fund trustee meetings of the group’s retirement funds. Note 3: Director’s fees include fees for services as directors of Media24 Limited, Paarl Media Holdings (Proprietary) Limited, Via Afrika Limited, MIH Holdings Limited, MIH (Mauritius) Limited, Myriad International Holdings B.V. and MultiChoice South Africa Holdings (Proprietary) Limited. Directors’ interests in scheme shares of the Naspers Share Incentive Scheme The executive directors of Naspers are allowed to participate in the Naspers Share Incentive Scheme. Details as at 31 March 2010 in respect of the executive directors’ participation in scheme shares not yet released, are as follows: Purchase Number of Purchase Release Name date N shares price period J P Bekker1 2008/03/31 3 895 936 R167,23 2011/03/31 2008/03/31 3 895 936 R176,11 2012/03/31 2008/03/31 3 895 936 R185,56 2013/03/31 S J Z Pacak2 2006/07/08 50 000 R114,52 2010/07/08 2006/07/08 50 000 R114,52 2011/07/08 1 The managing director of Naspers has allocations, as indicated above, under the share incentive scheme, in terms of which Naspers N ordinary shares can be acquired at certain prices, with the vesting of the various tranches taking place over periods of five years. The purchase prices relating to the allocations were set at the middle market price of the shares on the purchase date, but increased by anticipated inflation over the course of the vesting periods of three, four and five years respectively, for each of the tranches. Inflation expectations were calculated by the Bureau for Economic Research of the University of Stellenbosch. The managing director does not earn any remuneration from the group, in particular no salary, bonus, car scheme, medical or pension contributions of any nature whatsoever. The managing director’s contract is for a five-year period, which started on 1 April 2008. No compensation will apply to termination. 2 With effect from 1 April 2009 Mr S J Z Pacak was reappointed as financial director. On 30 March 2010 a total of 10 000 released Naspers N ordinary shares were sold by Mr S J Z Pacak upon payment of an average price of R23,50 per share (the original average offer prices based on the listed market prices of Naspers Limited N ordinary shares on the dates of the offers) due to the Naspers Share Incentive Trust, at an average selling price of R315,33 per Naspers N ordinary share. Directors’ interest in MIH (Mauritius) Limited Share Incentive Scheme At 31 March 2010 a total of 556 000 (2009: 584 000) Naspers N ordinary shares were allocated to Mr S J Z Pacak with vesting periods until 27 February 2014. 128 Naspers Annual Report 2010
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13. RELATED PARTY TRANSACTIONS AND BALANCES (continued) Directors’ interest in Naspers shares The directors of Naspers have the following interests in Naspers A ordinary shares on 31 March 2010: 31 March 2010 31 March 2009 Naspers A ordinary shares Naspers A ordinary shares Beneficial Beneficial Name Direct Indirect Total Direct Indirect Total J J M van Zyl 745 — 745 745 — 745 Mr J P Bekker has an indirect 25% interest in Wheatfields 221 (Proprietary) Limited, which controls 168 605 Naspers Beleggings Beperk ordinary shares, 16 860 500 Keeromstraat 30 Beleggings Beperk ordinary shares and 133 350 Naspers A shares. No other director of Naspers had any direct interest in Naspers A ordinary shares at 31 March 2010 or 31 March 2009. The directors of Naspers have the following interests in Naspers N ordinary shares on 31 March: 31 March 2010 31 March 2009 Naspers N ordinary shares Naspers N ordinary shares Beneficial Beneficial Name Direct Indirect Total Direct Indirect Total T Vosloo — 213 000 213 000 25 000 260 000 285 000 J P Bekker — 4 688 691 4 688 691 — 4 688 691 4 688 691 J J M van Zyl 50 361 190 796 241 157 50 361 190 796 241 157 L N Jonker(4) 1 000 52 000 53 000 1 000 65 000 66 000 N P van Heerden — 2 600 2 600 — 2 600 2 600 B J van der Ross — — — — — — G J Gerwel — — — — — — H S S Willemse — 3 120 3 120 — 3 120 3 120 F-A du Plessis — — — — — — T M F Phaswana 3 530 — 3 530 3 530 — 3 530 L P Retief(1) — — — — — — R C C Jafta — — — — — — S J Z Pacak(2) 122 510 307 548 430 058 59 510 284 214 343 724 D Meyer(3) —————— 177 401 5 457 755 5 635 156 139 401 5 494 421 5 633 822 Notes (1) The Media24 group entered into a contract with the Retief family trust in October 2008, which contains a put option whereby the Retief family trust can enforce a buy-out by Media24 group of their remaining interest in Paarl Media Holdings (Proprietary) Limited (currently 5%) and Paarl Coldset (Proprietary) Limited (currently 12,6%). Mr L P Retief, a director of Naspers Limited, is a related party to the Retief family trust. (2) With effect from 1 April 2009 Mr S J Z Pacak was reappointed as financial director. The comparatives have been adjusted accordingly. (3) Prof D Meyer was appointed as a director with effect from 25 November 2009. (4) Mr L N Jonker’s indirect shares were reclassified from non-beneficial to beneficial. The comparatives have been adjusted accordingly. There have been no changes to the directors’ interests in the table above between the end of the financial year and 30 June 2010. Key management remuneration and participation in share-based incentive plans Comparatives have not been restated to account for the change in the composition of key management. The total of executive directors’ and key management emoluments amounted to R416,2m (2009: R371,2m), comprising short-term employee benefits of R93,6m (2009: R90,6m), post-employment benefits of R7,1m (2009: R7,1m) and a share-based payment charge of R315,5m (2009: R273,5m). The aggregate number of share options granted to the executive directors and key management during the 2010 financial year and the number of shares allocated to the executive directors and key management at 31 March 2010 respectively are: For shares listed on a recognised stock exchange as follows: 318 197 (2009: 783 938) Naspers Limited N ordinary shares were allocated during the 2010 financial year and an aggregate of 23 292 521 (2009: 23 343 360) N ordinary shares were allocated as at 31 March 2010. Naspers Annual Report 2010 129
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13. RELATED PARTY TRANSACTIONS AND BALANCES (continued) Key management remuneration and participation in share-based incentive plans (continued) For shares in unlisted companies as follows: nil (2009: nil) Media24 Limited ordinary shares were allocated during 2010 and an aggregate of 9 480 (2009: 18 971) ordinary shares were allocated as at 31 March 2010; nil (2009: nil) Irdeto Access B.V. ordinary shares were allocated during 2010 and an aggregate of 200 000 (2009: 200 000) ordinary shares were allocated as at 31 March 2010; nil (2009: nil) Paarl Media Holdings (Proprietary) Limited ordinary shares were allocated during 2010 and an aggregate of nil (2009: 30 000) ordinary shares were allocated as at 31 March 2010; nil (2009: nil) MIH China (BVI) Limited ordinary shares were allocated during 2010 and an aggregate of 18 876 (2009: 23 941) shares were allocated as at 31 March 2010; nil (2009: nil) Entriq (Mauritius) Limited shares were allocated during 2010 and an aggregate of 420 000 (2009: 420 000) shares were allocated as at 31 March 2010; nil (2009: nil) MediaZone Holdings B.V. ordinary shares were allocated during 2010 and an aggregate of 100 000 (2009: 100 000) shares were allocated as at 31 March 2010; 225 599 (2009: 200 000) MIH India (Mauritius) Limited ordinary shares were allocated during 2010 and an aggregate of 2 799 758 (2009: 2 705 823) shares were allocated as at 31 March 2010; 367 586 (2009: nil) MIH Russia Internet B.V. ordinary shares were allocated during 2010 and an aggregate of 553 960 (2009: 194 612) shares were allocated as at 31 March 2010; 55 667 (2009: nil) MIH BuscaPé ordinary shares were allocated during 2010 and an aggregate of 55 667 (2009: nil) shares were allocated as at 31 March 2010. For share appreciation rights (SARs) in unlisted companies as follows: nil (2009: 84 567) Media24 SARs were allocated during 2010 and an aggregate of 493 919 (2009: 804 328) SARs were allocated as at 31 March 2010; nil (2009: nil) MCA SARs were allocated during 2010 and an aggregate of 606 069 (2009: 859 148) SARs were allocated as at 31 March 2010; nil (2009: nil) M-Net/SuperSport SARs were allocated during 2010 and an aggregate of 262 005 (2009: 479 472) SARs were allocated as at 31 March 2010; 33 333 (2009: 23 500) MIH Brazil SARs were allocated during 2010 and an aggregate of 179 248 (2009: 147 601) SARs were allocated as at 31 March 2010; nil (2009: 31 910) Gadu-Gadu 2008 SARs were allocated during 2010 and an aggregate of 31 910 (2009: 31 910) SARs were allocated as at 31 March 2010; 68 900 (2009: 90 890) Irdeto 2008 SARs were allocated during 2010 and an aggregate of 159 790 (2009: 90 890) SARs were allocated as at 31 March 2010; 247 217 (2009: 86 155) MultiChoice 2008 SARs were allocated during 2010 and an aggregate of 316 527 (2009: 86 155) SARs were allocated as at 31 March 2010; 20 000 (2009: 109 449) MIH Allegro 2008 SARs were allocated during 2010 and an aggregate of 129 449 (2009: 109 449) SARs were allocated as at 31 March 2010; 2 842 (2009: 8 905) MIH China 2008 SARs were allocated during 2010 and an aggregate of 11 747 (2009: 8 905) SARs were allocated as at 31 March 2010; nil (2009: 17 820) Cloakware Inc. 2008 SARs were allocated during 2010 and an aggregate of nil (2009: 17 820) SARs were allocated as at 31 March 2010; nil (2009: 58 195) MIH Entriq Investments 2008 SARs were allocated during 2010 and an aggregate of nil (2009: 58 195) SARs were allocated as at 31 March 2010; nil (2009: 104 106) MIH Ricardo 2008 SARs were allocated during 2010 and an aggregate of 104 106 (2009: 104 106) SARs were allocated as at 31 March 2010; 7 358 (2009: nil) Allegro 2009 SARs were allocated during 2010 and an aggregate of 7 358 (2009: nil) SARs were allocated as at 31 March 2010. These shares and SARs were granted on the same terms and conditions as those offered to employees of the group.
31 March 31 March 2010 2009 R’m R’m
14. SHARE CAPITAL AND PREMIUM Authorised 1 250 000 A ordinary shares of R20 each 25 25 500 000 000 N ordinary shares of 2 cents each 10 10 35 35 Issued 712 131 A ordinary shares of R20 each (2009: 712 131) 14 14 405 885 411 N ordinary shares of 2 cents each (2009: 404 305 411) 8 8 22 22 Share premium 19 018 18 585 19 040 18 607 Less: Accumulated losses on vesting of equity compensation (1 517) (688) Less: 31 577 777 (2009: 31 854 868) N ordinary shares held as treasury shares at cost (3 056) (2 845) 14 467 15 074 130 Naspers Annual Report 2010
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14. SHARE CAPITAL AND PREMIUM (continued) Treasury shares The group holds a total of 31 577 777 N ordinary shares (2009: 31 854 868), or 7,8% (2009: 7,9%) of the gross number in issue at 31 March 2010 as treasury shares. Equity compensation plans hold 26 868 506 of the N ordinary shares (2009: 27 145 597) and the remaining 4 709 271 N ordinary shares (2009: 4 709 271) are held by various group companies. Voting and dividend rights The A ordinary shareholders are entitled to 1 000 votes per share and may receive nominal dividends as determined from time to time by the board of directors, but always limited to one-fifth of the dividend to which N ordinary shareholders are entitled. The A ordinary shareholders do not have a right to receive a dividend when dividends are declared to N ordinary shareholders, although a dividend to A ordinary shareholders could be proposed by the board. In respect of all other rights, the A ordinary shares rank pari passu with the N ordinary shares of the company. Naspers Beleggings Beperk holds 350 000 (2009: 350 000) A ordinary shares and Keeromstraat 30 Beleggings Beperk holds 219 344 (2009: 219 344) A ordinary shares of the total 712 131 A ordinary shares in issue at the year-end. As a result of the voting rights attached to these shares, the companies have significant influence over the group. The majority of the directors on the boards of these companies are also directors of Naspers Limited. Wheatfields 221 (Proprietary) Limited controls 133 350 (2009: 133 350) A ordinary shares. Unissued share capital The directors of the company have unrestricted authority until after the following annual general meeting to allot and issue the unissued 537 869 A ordinary shares and 94 114 589 N ordinary shares in the company, subject to the provisions of section 221 of the Companies Act, 1973, and the JSE Listings Requirements. 2010 2009 Number of Number of N shares N shares Movement in N ordinary shares in issue during the year Shares in issue at 1 April 404 305 411 403 309 411 Shares issued to share incentive trusts 1 580 000 996 000 Shares in issue at 31 March 405 885 411 404 305 411 Movement in N ordinary shares held as treasury shares during the year Shares held as treasury shares at 1 April 31 854 868 32 751 381 Shares issued to share incentive trusts 1 580 000 996 000 Shares acquired by participants from equity compensation plans (1 857 091) (1 892 513) Shares held as treasury shares at 31 March 31 577 777 31 854 868 Net number of N ordinary shares in issue at 31 March 374 307 634 372 450 543
31 March 31 March 2010 2009 R’m R’m Share premium Balance at 1 April 18 585 18 462 Share premium on share issues 433 159 Gains on vesting of equity compensation transferred to treasury shares — (36) Balance at 31 March 19 018 18 585 Refer to note 39 for share options in employee share incentive plans. Naspers Annual Report 2010 131
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14. SHARE CAPITAL AND PREMIUM (continued) Capital management The group’s objectives when managing capital are to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide adequate returns for shareholders and benefits for other stakeholders by pricing products and services commensurately with the level of risk. Naspers relies upon distributions from its subsidiaries, associated companies, joint ventures and other investments to generate the funds necessary to meet the obligations and other cash flow requirements of the combined group. The operations of Naspers have been funded in a number of ways in the past. The internet and technology development activities were primarily funded by cash generated by the pay-television businesses and some debt financing. Media24 used its statement of financial position and cash-generating capacity to utilise debt to finance its property, plant and equipment refurbishment and certain acquisitions. Naspers’s general business approach has been to acquire developing businesses and to provide funding to meet the cash needs of the business until it can, within a reasonable period of time, become self-funding. Funding is provided through a combination of loans and share capital, depending on the country-specific regulatory requirements. From a subsidiary’s perspective, intergroup loan funding is generally considered to be part of the capital structure. The focus on increased profitability and cash flow generation will continue in the foreseeable future, although Naspers will continue to actively evaluate potential growth opportunities within its areas of expertise. Naspers will also grow its business in the future by making equity investments in growth companies. Naspers anticipates that it may fund future acquisitions and investments through the issue of debt or equity instruments and available cash resources. The group sets the amount of capital in proportion to risk. The group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. During 2008 the group raised £700m (R11,3bn) through a syndicated three-year offshore revolving credit facility (“RCF”) in order to partly fund the acquisition of Tradus plc. During the year ended 31 March 2009 the group utilised the proceeds from the sale of its Mediterranean pay-television operations to reduce the outstanding balance on this facility to approximately R5,7bn. In November 2009 the group entered into a parallel revolving credit facility (“PCF”) for US$492m which is available until March 2011. At the same time the group entered into a forward-start revolving credit facility (“FSF”), which enables the group to refinance the RCF and PCF upon their maturity in March 2011. The FSF provides for up to US$1,6bn of borrowing availability in various currencies and will terminate in March 2013. In February 2010 the group entered into a bilateral facility for US$120m under the same terms and conditions as the FSF. The borrower under all of these facilities is MIH B.V. and the facilities are guaranteed by Naspers Limited. The annual interest rate on borrowings under the facilities is calculated based on LIBOR or, for borrowings in euro, EURIBOR, plus a margin of 1,75% per annum in case of the RCF and 3,5% in case of the PCF, FSF and bilateral facility. The borrower is obligated to pay a commitment fee equal to 40% of the applicable margin under the facilities. The undrawn balance of the facilities is available to fund future investments by the group as part of its growth strategy. As of 31 March 2010 Naspers had total interest-bearing debt (including capitalised finance leases) of R9,5bn (2009: R7,9bn) and total cash of R5,8bn (2009: R5,7bn). The net interest-bearing debt to equity ratio was 11% (2009: 7%) at 31 March 2010. The group excludes satellite transponders from total interest-bearing debt when evaluating and managing capital. These items are considered to be operating expenses. The adjusted total interest-bearing debt (excluding transponder leases) was R7,5bn (2009: R6,7bn) and the adjusted net interest-bearing debt to equity ratio was 5% (2009: 3%). The group does not have a formal targeted debt-equity ratio. The group, as well as the Media24 and MIH groups, have specific financial covenants in place with various financial institutions to govern their debt. South African exchange control regulations are administered by the South African Reserve Bank acting through its Financial Surveillance Department. The exchange control regulations provide for a common monetary area consisting of the Republic of South Africa, the Kingdom of Lesotho, the Kingdom of Swaziland and the Republic of Namibia, and restrict the export of capital from the common monetary area. Approval is required for any acquisitions outside of the common monetary area if the acquisition is funded from within the common monetary area. 132 Naspers Annual Report 2010
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31 March 31 March 2010 2009 R’m R’m
15. OTHER RESERVES Other reserves on the statement of financial position comprise: Valuation reserve 1 844 1 843 Hedging reserve (407) (115) Foreign currency translation reserve (737) 1 170 Existing control business combination reserve 97 330 Share-based compensation reserve 1 573 928 2 370 4 156 Refer to note 27 for the amount of reserves from discontinued operations that are included in the group’s reserves as presented above. The valuation reserve relates to the difference between the fair value and the book value of shares given in business combinations, as well as the fair value adjustments made to intangible assets during successive acquisitions are included in this reserve. This also relates to unrealised profits and losses that resulted from changes in the fair value of investments that are classified available-for-sale. The hedging reserve relates to the changes in the fair value of derivative financial instruments. It hedges forecast transactions or the foreign currency part of firm commitments. The changes in fair value are recorded in the hedging reserve until the forecast transaction or firm commitment results in the recognition of an asset or liability, when such deferred gains or losses are then included in the initial measurement of the asset or liability. The foreign currency translation reserve relates to exchange differences arising from the translation of foreign subsidiaries’, joint ventures’ and associates’ income statements at average exchange rates for the year and their statements of financial position at the ruling exchange rates at the statement of financial position date if the functional currency differs. The existing control business combination reserve is used to account for transactions with minority shareholders in terms of the economic entity model, whereby the excess of the cost of the transactions over the acquirer’s interest in previously recognised assets and liabilities is allocated to this reserve in equity. This reserve is also used in common control transactions (where all of the combining entities in a business combination are ultimately controlled by the same entity) where the excess of the cost over the acquirer’s proportionate share of the net assets is allocated to this reserve. The fair value of share options issued to employees is accounted for in the share-based compensation reserve over the vesting period. The reserve is adjusted at each year-end when the entity revises its estimates of the number of share options that are expected to become exercisable. It recognises the impact of the revision of original estimates, if any, in the income statement, with a corresponding adjustment to this reserve in equity for equity-settled plans.
16. RETAINED EARNINGS Any future dividends declared from the distributable reserves of the company or its subsidiaries, which are not wholly owned subsidiaries of the company and are incorporated in the Republic of South Africa, may be subject to secondary taxation on companies (“STC”) at a rate of 10% of the dividends declared. Dividends received by group companies during their various dividend cycles can be carried forward as unutilised STC credits. These STC credits can then be utilised to reduce any STC payable on future dividends declared by group companies. The group’s total unutilised STC credits at 31 March 2010 amounted to R2,5bn (2009: R3,3bn). The group has raised a valuation allowance against deferred tax assets of R156,6m relating to unutilised STC credits at 31 March 2010 (2009: R252,5m) due to uncertainties relating to the utilisation of these credits. The valuation allowance was based on the difference between the total unutilised STC credit available to the group, and the estimated STC liability for the next annual dividend cycle. The board of directors has proposed that a dividend of 235 cents (2009: 207 cents) per N ordinary share and 47 cents (2009: 41 cents) per A ordinary share be paid to shareholders on 27 September 2010. If approved by the shareholders of the company at its annual general meeting, the company will pay a total dividend of R954,2m based on the number of shares in issue at 31 March 2010. The company has enough STC credits carried forward to cover such a dividend. The utilisation of these STC credits will however lead to the realisation of a deferred taxation asset of R95,4m that will be charged to the income statement during the 2011 financial year. Naspers Annual Report 2010 133
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17. POST-RETIREMENT LIABILITIES 17.1 MEDICAL LIABILITY The group operates a number of post-retirement medical benefit schemes. The obligation of the group to pay medical aid contributions after retirement is no longer part of the conditions of employment for new employees. A number of pensioners and current employees, however, remain entitled to this benefit. The entitlement to this benefit for current employees is dependent upon the employees remaining in service until retirement age and completing a minimum service period. The group provides for post-retirement medical aid benefits on the accrual basis determined each year by way of a valuation. The key assumptions and valuation method are described below. The directors believe that adequate provision has been made for future liabilities. Media24 Limited and Via Afrika Limited entered into agreements during the year ended 31 March 2004 with certain employees to terminate their future participation in the post-retirement medical aid benefits plan, in exchange for certain future contributions to endowment policies for these employees. The endowment policy asset amounted to R54,8m at 31 March 2009 and has matured during the year ended 31 March 2010. Key assumptions and valuation method The actuarial valuation method used to value the liabilities is the projected unit credit method prescribed by IAS 19. Future benefits valued are projected using specific actuarial assumptions and the liability for in-service members is accrued over the expected working lifetime. The most significant actuarial assumptions used for the current and previous valuations are outlined below: The principal actuarial assumptions used for accounting purposes were: 31 March 31 March 2010 2009 Discount rate 10,2% pa 9,9% pa Healthcare cost inflation 9,2% pa 8,9% pa Average retirement age 60 60 Membership discontinued at retirement 0% 0% We assumed that current in-service members would retire on their current medical scheme option and that there would be no change in options at retirement. Actuarial assumptions are generally more suited to the estimation of the future experience of larger groups of individuals. The overall experience of larger groups is less variable and is more likely to tend to the expected value of the underlying statistical distribution. The smaller the group size, the less likely it is that the actual future experience will be close to that expected. Furthermore, note that even if the assumptions are appropriate for the group overall, they may not be appropriate at an individual level. 31 March 31 March 2010 2009 R’m R’m Post-retirement medical liability Opening balance 155 142 Current service cost 10 2 Interest cost 15 12 Employer benefit payments (7) (6) Actuarial loss 6 6 179 156 Less: Short-term portion (1) (1) Closing balance 178 155 134 Naspers Annual Report 2010
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17. POST-RETIREMENT LIABILITIES (continued) 17.1 MEDICAL LIABILITY (continued) 31 March 2010 2009 2008 2007 2006 R’m R’m R’m R’m R’m Trend information Present value of obligations 179 156 142 150 139 Experience adjustments: In respect of present value of obligations – actuarial loss/(gain) 6 646(4) As the value of the liability is based on a number of assumptions, a sensitivity analysis is presented below to show the effect of a one-percentage point decrease or increase in the rate of healthcare cost inflation: Assump- tion Healthcare cost inflation 9,2% (1%) +1% Accrued liability 31 March 2010 (R’m) 179 156 208 % change — (12,8%) +16,3% Current service cost plus interest cost 2010/11 (R’m) 27 24 33 % change — (11,1%) +22,2% 17.2 PENSION AND PROVIDENT BENEFITS The group provides retirement benefits for its full-time employees by way of various separate defined contribution pension and provident funds. All full-time employees have access to these funds. Contributions to these funds are paid on a fixed scale. The South African retirement funds of the group are governed by the Pension Funds Act of South Africa. Substantially all the group’s full-time employees are members of either one of the group’s retirement benefit plans or a third-party plan. An amount of R279,4m (2009: R277,5m) was recognised as an expense in relation to the group’s retirement funds. Naspers Annual Report 2010 135
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31 March 31 March 2010 2009 R’m R’m
18. LONG-TERM LIABILITIES Interest-bearing: Capitalised finance leases 1 736 865 Total liabilities 2 065 1 267 Less: Current portion (329) (402) Interest-bearing: Loans and other 6 877 5 934 Total liabilities 7 471 6 594 Less: Current portion (594) (660) Non-interest-bearing: Programme and film rights — — Total liabilities 736 850 Less: Current portion (736) (850) Non-interest-bearing: Loans and other 137 107 Total liabilities 153 123 Less: Current portion (16) (16)
Net long-term liabilities 8 750 6 906
Interest-bearing: Capitalised finance leases Weighted Currency Year of average 31 March 31 March of year-end final year-end 2010 2009 Type of lease balance repayment interest rate R’m R’m Buildings, manufacturing equipment, vehicles, computers and office equipment ZAR Various Various 45 57 45 57 Transmission equipment and satellites EUR 2011 9,1% — 175 USD 2011 8,2% 336 623 EUR 2011 4,4% — 57 EUR 2013 9,1% 27 95 EUR 2013 3,5% 34 58 USD 2013 4,1% 118 202 USD 2024 6,0% 1 505 — 2 020 1 210 Total capitalised finance leases 2 065 1 267 136 Naspers Annual Report 2010
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31 March 31 March 2010 2009 R’m R’m
18. LONG-TERM LIABILITIES (continued) Interest-bearing: Capitalised finance leases (continued) Minimum instalments Payable within year one 451 484 Payable within year two 396 461 Payable within year three 222 377 Payable within year four 156 102 Payable within year five 154 — Payable after year five 1 502 — 2 881 1 424 Future finance costs on finance leases (816) (157) Present value of finance lease liabilities 2 065 1 267 Present value Payable within year one 329 402 Payable within year two 298 408 Payable within year three 140 357 Payable within year four 80 100 Payable within year five 84 — Payable after year five 1 134 — Present value of finance lease liabilities 2 065 1 267 Interest-bearing: Loans and other Weighted Currency Year of average of year- final year-end 31 March 31 March Asset end repay- interest 2010 2009 Liabilities secured balance ment rate R’m R’m Secured Syndication of banks Guarantees USD 2013 3,8% 6 710 5 716 Various institutions Various Various Various Various 29 16 Unsecured Term loan: Nedbank Limited ZAR 2012 10,7% 37 138 Term loan: CommerzBank ZAR 2011 10,3% 135 200 Term loan: Standard Bank ZAR 2011 8,1% 9 43 Term loan: Nedbank Limited ZAR 2012 14,7% 54 48 Preference share investments ZAR 2012 14,7% (26) (24) Loans from minority shareholders EUR — 3,9% 353 429 Loans from minority shareholders ZAR Various Various 170 28 Right to subscription shares ZAR 2012 Various (28) (24) Other loans Various Various Various 28 24 7 471 6 594 Naspers Annual Report 2010 137
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18. LONG-TERM LIABILITIES (continued) Non-interest-bearing: Programme and film rights Currency of 31 March 31 March year-end Year of final 2010 2009 balance repayment R’m R’m Liabilities Unsecured Programme and film rights liabilities USD 2011 736 850 736 850 Non-interest-bearing: Loans and other Loans Unsecured MTN Limited ZAR 2012 105 96 Loans from minority shareholders Various Various 11 12 Other Various Various 37 15 153 123 Total long-term liabilities Repayment terms of long-term liabilities (excluding capitalised finance leases) – Payable within year one 1 241 1 526 – Payable within year two 58 5 905 – Payable within year three 7 002 114 – Payable within year four 10 10 – Payable within year five 27 — – Payable after year five 22 12 8 360 7 567 Interest rate profile of long-term liabilities (long and short-term portion, including capitalised finance leases) – Loans at fixed rates: 1 – 12 months 350 571 – Loans at fixed rates: more than 12 months 1 830 6 687 – Interest-free loans 889 973 – Loans linked to variable rates 7 356 603 10 425 8 834 138 Naspers Annual Report 2010
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19. PROVISIONS The following account balances have been determined based on management’s estimates and assumptions: Unuti- lised Addi- provi- tional sions Foreign Less provi- reversed Provi- Disposal currency short- Long- 1 April sions to sions of trans- 31 March term term 2009 raised income utilised subsidiary lation 2010 portion portion R’m R’m R’m R’m R’m R’m R’m R’m R’m Group Warranties 168 1 — — — (36) 133 (132) 1 Pending litigation 11 3 (5) — — (1) 8 (6) 2 Reorganisation — 18 — (8) — — 10 (10) — Onerous contracts 17 17 (1) (7) — (2) 24 (12) 12 Ad valorem duties 23 — — — — — 23 (23) — Decommissioning costs 11 1 (5) — — (3) 4 (4) — Other 2 — — — (2) — — —— 232 40 (11) (15) (2) (42) 202 (187) 15 Unuti- lised Addi- provi- tional sions Credited/ Foreign Less provi- reversed charged currency short- Long- 1 April sions to to other Provisions trans- 31 March term term 2008 raised income accounts utilised lation 2009 portion portion R’m R’m R’m R’m R’m R’m R’m R’m R’m Group Warranties 7 146 — — (3) 18 168 (168) — Pending litigation 19 7 (10) (5) (1) 1 11 (9) 2 Reorganisation 8——— (8)—— —— Onerous contracts — 17 — — — — 17 (17) — Ad valorem duties 23——— ——23 (23) — Decommissioning costs 9 2 — — — — 11 (11) — Loyalty provision 17 — — (17) — — — — — Other 7 — — (5) — — 2 (2) — 90 172 (10) (27) (12) 19 232 (230) 2 Naspers Annual Report 2010 139
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19. PROVISIONS (continued) Further details describing the provisions at 31 March 2010 are included below: Included in warranties are Irdeto’s 12-month warranty on all hardware provided as well as warranties for possible taxes payable and a smart card swap-out on the disposal of NetMed. The group is currently involved in various litigation matters. The litigation provision has been made based on legal counsel and management’s estimates of costs and claims relating to these actions (refer to note 21). The provision for onerous contracts relates to compensation for early termination of a contract with a business partner, as well as obligations that the group has in terms of lease agreements, but the premises have been vacated. The group is liable for the rent under these contracts. The obligation will be settled over the remaining lease periods. The provision for ad valorem duties relates to an investigation by tax authorities into the value ascribed to digital satellite decoders purchased for onward sale to major retailers. The provision was raised for the payment of these duties. The provision for decommissioning relates to the estimated costs of decommissioning rented buildings. The lease agreements require that we return the rented buildings in the original state. Other provisions relate to various liabilities of the group with uncertain timings and amounts.
31 March 31 March 2010 2009 R’m R’m
20. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Deferred income 1 485 1 372 Accrued expenses 1 982 1 842 Amounts owing in respect of investments acquired 32 97 Taxes and other statutory liabilities 851 620 Bonus accrual 282 165 Accrual for leave 210 129 Other personnel accruals 89 76 Cash-settled share-based payment liability (short term) 24 71 Other current liabilities 271 307 5 226 4 679 140 Naspers Annual Report 2010
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21. COMMITMENTS AND CONTINGENCIES The group is subject to commitments and contingencies that occur in the normal course of business, including legal proceedings and claims that cover a wide range of matters. The group plans to fund these commitments and liabilities out of existing loan facilities and internally generated funds. (a) Capital expenditure Commitments in respect of contracts placed for capital expenditure at 31 March 2010 amounted to R526,6m (2009: R358,9m). (b) Programme and film rights At 31 March 2010 the group had entered into contracts for the purchase of programme and film rights. The group’s commitments in respect of these contracts amounted to R8,7bn (2009: R8,1bn). (c) Transponder leases During the year ended 31 March 2010 the group entered into new leasing contracts for new and an increased number of satellite transponders. The commitment outstanding as at 31 March 2010 amounted to R7,7bn (2009: R4,3bn). (d) Set-top boxes At 31 March 2010 the group had entered into contracts for the purchase of set-top boxes (decoders). The group’s commitments in respect of these contracts amounted to R358,7m (2009: R311,5m). (e) Other commitments At 31 March 2010 the group had entered into contracts for the receipt of various services. These service contracts are for the receipt of advertising, satellite and DVB-H broadcast capacity, computer and decoder support services, access to networks and contractual relationships with customers, suppliers and employees. The group’s commitments in respect of these agreements amounted to R656,6m (2009: R479,2m). 31 March 31 March 2010 2009 R’m R’m (f) Operating lease commitments The group has the following operating lease liabilities at 31 March 2010 and 31 March 2009: Minimum operating lease payments: Payable in year one 190 196 Payable in year two 149 132 Payable in year three 116 98 Payable in year four 81 76 Payable in year five 58 46 Payable after five years 104 153 698 701 The group leases office, manufacturing and warehouse space under various non-cancellable operating leases. Certain contracts contain renewal options and escalation clauses for various periods of time. Naspers Annual Report 2010 141
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21. COMMITMENTS AND CONTINGENCIES (continued) (g) Litigation claims MultiChoice South Africa (“MCSA”)/SARS MCSA instituted legal proceedings against the South African Revenue Services (“SARS”) in relation to the ad valorem tariff determination on decoders, which SARS made in 2004. The proceedings were defended by SARS and in late 2006 the dispute was referred to the Customs Appeal Committee. MCSA’s appeal to this body was not successful and the dispute will now go to court. The matter was heard on 26 and 27 August 2009 and judgment was handed down on 10 September 2009. MCSA’s application was successful. The court ordered that the decoders must be classified under tariff heading 8479.89.90 of part 1 of schedule 1 of Customs and Excise Act, No 91 of 1964. SARS was also ordered to pay MultiChoice’s costs, including the costs of two counsels. SARS has subsequently made application to the Supreme Court of Appeal for leave to appeal the judgment. Caxton and CTP Publishers and Printers Limited (“Caxton”)/MCSA, M-Net, Naspers, Media24 On 13 March 2008 Caxton launched an application to review and set aside the decision of the Independent Communications Authority of South Africa (“Icasa”) to award MCSA a commercial subscription broadcasting licence. The application was served on six respondents, namely Icasa, MCSA, M-Net, Naspers, Media24 and the minister of communications. The court dismissed the review application by Caxton, but accepted Icasa’s tender that it would hear the complaint as the regulatory body that has jurisdiction in the matter. Caxton sought leave to appeal this decision, ultimately from the Supreme Court of Appeal, but the application was dismissed. Eyeball Networks Inc./Gadu-Gadu S.A. (“Gadu-Gadu”) On 19 May 2008 Gadu-Gadu was served with a claim for US$22,2m filed against it by Eyeball Networks Inc. (“Eyeball”) in a court in British Columbia, Canada. The claim arose from a master software licence agreement entered into on 23 March 2005 pursuant to which Gadu-Gadu acquired a licence to use some of Eyeball’s products. The licence terminated no later than 9 November 2006 and Eyeball alleges that Gadu-Gadu continued to use Eyeball’s products and that it is therefore entitled to claim the full amount of the licence fees that would have been payable based on its current standard pricing. Gadu-Gadu denies that it used Eyeball’s products after the date of termination, and accordingly, that it owes any licence fees to Eyeball and is defending the claim. Gadu-Gadu also filed a counterclaim against Eyeball and Sales Manager Software Sp. z.o.o., Eyeball’s representative in Poland, for damages and loss arising from the wrongful breach and repudiation of the transaction agreements and their failure to perform the obligations under the transaction agreements. The pleadings have been filed and lists of documents have been exchanged by Gadu-Gadu and Eyeball. Examinations for discovery have not yet been held. The trial has been set down for hearing for 15 days commencing 15 November 2010. 142 Naspers Annual Report 2010
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21. COMMITMENTS AND CONTINGENCIES (continued) (g) Litigation claims (continued) MIH Germany MIH Germany B.V. and Myriad International Holdings B.V. (“MIH Germany”) were involved in an arbitration in Germany. The dispute was governed by the arbitration rules of the German institution for arbitration (DIS Rules) and was covered by an express confidentiality ruling by the arbitration tribunal in question. An oral hearing took place from 12 to 14 October 2009. The parties then exchanged written post-hearing submissions on 18 December 2009 and statements of their respective fees and costs in January 2010. The arbitration tribunal issued its award on 8 June 2010. In the award, it dismissed the claimant’s claim and ordered it to pay a substantial portion of MIH Germany’s legal costs and fees. Taxation matters The group operates a number of businesses in jurisdictions where withholding taxes are payable on certain transactions or payments. In some circumstances transactions could possibly lead to withholding taxes being payable. We continue to seek relevant advice and work with our advisors to identify and quantify such tax exposures. Our current assessment of possible withholding tax exposures, including interest and potential penalties amounts to approximately R229,6m (US$31,3m) (2009: R181m (US$19m)). Paarl Print fire On 17 April 2009 a fire destroyed the premises of Paarl Print (Proprietary) Limited in Paarl and claimed the lives of 13 people. A formal inquiry in terms of section 32 of the Occupational Health and Safety Act (Act 85 of 1993) is currently in progress, the outcome of which is expected in the 2010 calendar year. The formal inquiry will be followed by an inquest, a mandatory process followed in cases of unnatural deaths. The outcome of these two processes will determine whether there will be any claims against the company or its officials, or related claims from third parties. (h) Guarantees At 31 March 2010 the group had provided guarantees of R1,2bn (2009: R1,9bn) mainly in respect of bank guarantees for sport rights, office rental, services and other contracts. (i) Assets pledged as security The group pledged property, plant and equipment, investments, cash and cash equivalents and accounts receivable with a net carrying value of R4,6bn at 31 March 2010 (2009: R4,4bn) to a number of banks as security for certain bank overdrafts and term loans listed in note 18 to the value of R2,1bn (2009: R1,3bn). Included in the above amount, Rnil (2009: R7,2m) relates to financial instruments. MultiChoice Africa Limited (“MAL”) entered into a Revolving Facility Agreement with Absa Bank. This agreement entitles MAL access to a guaranteed facility of US$55,8m (2009: US$83,3m). MIH China has pledged such number of Tencent Holdings Limited ordinary par value shares with a market value of US$375m as security pursuant to this agreement. This facility bears interest at the London Interbank Offer Rate (“LIBOR”) +2% per annum. Naspers Annual Report 2010 143
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31 March 31 March 2010 2009 R’m R’m
22. REVENUE Revenue – continuing operations Subscription revenue 14 762 13 521 Advertising revenue 3 814 3 776 e-Commerce revenue 2 854 2 488 Circulation revenue 1 235 1 139 Technology revenue 1 209 1 520 Printing revenue 1 098 1 188 Hardware sales 864 825 Book publishing and book sales revenue 645 876 Distribution revenue 234 245 Sublicence revenue 213 175 Decoder maintenance 177 142 Contract publishing 163 166 Reconnection fees 84 52 Other revenue 646 577 27 998 26 690 Revenue – discontinuing operations NetMed NV — 944 — 944 Other revenue includes revenues from backhaul charges, financing service fees and instant messaging. Barter revenue Amount of barter revenue included in total revenue 112 87
23. EXPENSES BY NATURE Operating profit includes the following items: Depreciation classification Cost of providing services and sale of goods 545 586 Selling, general and administration expenses 333 324 878 910 Amortisation classification Cost of providing services and sale of goods 123 135 Selling, general and administration expenses 1 090 1 111 1 213 1 246 144 Naspers Annual Report 2010
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31 March 31 March 2010 2009 R’m R’m
23. EXPENSES BY NATURE (continued) Operating leases Buildings 204 195 Satellites and transponders 57 84 Other equipment 30 37 291 316 Auditor’s remuneration Audit fees 58 42 Audit fees – prior year underprovision 4 7 Audit-related fees 2 2 Tax fees 25 25 All other fees 10 2 99 78 Foreign exchange (losses)/profits On capitalisation of forward exchange contracts in hedging transactions (29) 116 Other 6 8 (23) 124 Staff costs As at 31 March 2010 the group had 11 577 (2009: 11 715) permanent employees. The total cost of employment of all employees, including executive directors, was as follows: Salaries, wages and bonuses 4 689 4 666 Retirement benefit costs 279 278 Medical aid fund contributions 194 203 Post-retirement benefits 17 18 Training costs 55 55 Share-based compensation expenses 484 424 Total staff costs 5 718 5 644 Fees paid to non-employees for administration, management and technical services 140 193 Research and development costs 21 32 Advertising expenses 1 100 1 033 Amortisation of programme and film rights 2 997 3 075 Cost of inventories sold 3 866 5 134 Naspers Annual Report 2010 145
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31 March 31 March 2010 2009 R’m R’m
24. OTHER GAINS/(LOSSES) – NET Loss on sale of assets (47) (25) Fair value adjustment of financial instruments — (14) Impairment losses (939) (160) Impairment of goodwill and other intangible assets (384) (18) Impairment of property, plant and equipment due to fire damage (144) (79) Impairment of other property, plant and equipment and other assets (81) (63) Welkom Yizani refinancing (330) — Gain on settlement of transponder lease 253 — Compensation received from third parties for property, plant and equipment impaired, lost or stolen 369 112 Total other gains/(losses) – net (364) (87) Refer to notes 4, 5 and 6 for further information on the above impairments.
25. FINANCE COSTS/(INCOME) Interest paid Loans and overdrafts 600 675 Finance lease equipment 93 109 Other 190 94 883 878 Interest received Loans and bank accounts (348) (572) (348) (572) Net loss/(profit) from foreign exchange translation and fair value adjustments on derivative financial instruments On translation of assets and liabilities (141) 337 On translation of transponder leases (82) (5) On translation of forward exchange contracts 377 43 154 375 Preference dividends (BEE structures) (268) (378) Other finance costs/(income) – net (114) (3)
Total finance costs/(income) 421 303 146 Naspers Annual Report 2010
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31 March 31 March 2010 2009 R’m R’m
26. TAXATION Normal taxation South Africa 1 351 1 400 Current year 1 395 1 390 Prior year (44) 10 Foreign taxation 530 595 Current year 555 596 Prior year (25) (1) Secondary taxation on companies 5 4 Income taxation for the year 1 886 1 999 Deferred taxation South Africa 6 (290) Current year (22) (285) Prior year 28 (5) Foreign taxation (84) (273) Current year (62) (273) Change in rate (22) —
Total taxation per income statement 1 808 1 436 Reconciliation of taxation Taxation at statutory rates 1 613 1 337 Adjusted for: Non-deductible expenses 404 232 Non-taxable income (195) (166) Temporary differences 676 588 Assessed losses utilised — (104) Initial recognition of prior year taxes (36) 5 Other taxes 364 137 Changes in taxation rates (23) — Tax attributable to associate income (576) (412) Tax adjustment for foreign taxation rates (419) (181)
Taxation provided in income statement 1 808 1 436 Naspers Annual Report 2010 147
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27. DISCONTINUED OPERATIONS AND NON-CURRENT ASSETS AND LIABILITIES HELD-FOR-SALE On 31 October 2007 the group publicly announced that it had initiated a formal process to sell its Greek and Cypriot pay-television operations (“NetMed”). On 14 April 2008 the group announced that it had entered into a conditional sale agreement for the disposal of NetMed to ForthNet SA, a leading Greek telecommunications company. The transaction was concluded on 27 August 2008. The results of these operations were classified as discontinued operations and previously included in the pay-television segment of the group. 31 March 31 March 2010 2009 R’m R’m NetMed NV and NetMed Hellas S.A. Revenue — 944 Cost of providing services and sale of goods — (604) Selling, general and administration expenses — (140) Operating profit — 200 Finance cost – net — (15) Profit on sale of investments — 1 Profit before taxation — 186 Taxation — (59) Profit for the year — 127 Attributable to: Equity holders of the group — 129 Minority interest — (2) — 127 Profit arising on discontinuance of operations Profit arising on disposal of NetMed — 2 965 — 2 965 Profit from discontinued operations — 3 092 Cash flow information Amounts of net cash flow relating to the discontinued operations: Operating activities — 159 Investing activities — (6) Financing activities — (87) Net cash inflow — 66 148 Naspers Annual Report 2010
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27. DISCONTINUED OPERATIONS AND NON-CURRENT ASSETS AND LIABILITIES HELD-FOR-SALE (continued) On 10 November 2008 the group announced that an agreement had been concluded for the sale of MWEB’s sub-Saharan Africa business excluding South Africa (“MWEB Africa Limited”). The transaction was concluded in April 2009. 31 March 31 March 2010 2009 R’m R’m MWEB Africa Limited Non-current assets classified as held-for-sale Property, plant and equipment — 45 Goodwill — 361 Other intangible assets — 102 Deferred taxation — 2 Inventory — 17 Trade receivables — 34 Other receivables — 35 Cash and cash equivalents — 79 — 675 Non-current liabilities classified as held-for-sale Long-term liabilities — 3 Deferred taxation — 12 Trade payables — 18 Accrued expenses and other current liabilities — 228 Tax payable — 3 — 264 On 10 October 2007 the group publicly announced that it had entered into an agreement in terms of which it would sell its interest in Educor Holdings Limited to ICESA Education Services and the transaction was concluded early in January 2008. The group retained certain property, plant and equipment classified as non-current assets held-for-sale as detailed below. Selected financial information relating to these operations: 31 March 31 March 2010 2009 R’m R’m Educor Holdings Limited Non-current assets classified as held-for-sale Property, plant and equipment 12 11 Naspers Annual Report 2010 149
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28. EARNINGS PER SHARE 31 March 2010 2009 Minority Minority Gross Taxation interest Net Gross Taxation interest Net R’m R’m R’m R’m R’m R’m R’m R’m Earnings Net profit attributable to shareholders 3 257 5 761 Headline adjustments Adjustments for: (17) 7 50 40 (2 708) 5 7 (2 696) Insurance proceeds (369) 47 90 (232) (113) 32 17 (64) Impairment of property, plant and equipment and other assets 225 (40) (34) 151 117 (23) (12) 82 Impairment of goodwill and intangible assets 384 — (11) 373 22 (1) — 21 (Profit)/loss on sale of property, plant and equipment (156) (6) 6 (156) 27 (1) (3) 23 Profit on sale of intangibles (73) 1 — (72) ———— Discontinuance of operations ————(2 965) — — (2 965) Profit on sale of investments (120) — — (120) (10) (2) 5 (7) Remeasurement included in equity-accounted earnings 30 5 — 35 ———— Impairments of equity-accounted earnings 62 — (1) 61 214 — — 214 Headline earnings 3 297 3 065 Headline profit from discontinued operations ————(186) 59 (2) (129) Headline earnings from continuing operations 3 297 2 936 150 Naspers Annual Report 2010
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2010 2009 Number of Number of N shares N shares
28. EARNINGS PER SHARE (continued) Number of N ordinary shares in issue at year-end 374 307 634 372 450 543 Adjusted for movement in shares held by share trusts (1 356 802) (1 446 968) Weighted average number of N ordinary shares in issue during the year 372 950 832 371 003 575 Adjusted for effect of future share-based compensation payments 10 869 345 3 104 348 Diluted weighted average number of N ordinary shares in issue during the year 383 820 177 374 107 923 Continuing operations Earnings per N ordinary share (cents) Basic 873 719 Fully diluted 848 713 Headline earnings per N ordinary share (cents) Basic 884 792 Fully diluted 859 785 Discontinued operations Earnings per N ordinary share (cents) Basic — 834 Fully diluted — 827 Headline earnings per N ordinary share (cents) Basic — 35 Fully diluted — 34 Total Earnings per N ordinary share (cents) Basic 873 1 553 Fully diluted 848 1 540 Headline earnings per N ordinary share (cents) Basic 884 827 Fully diluted 859 819 Dividend paid A ordinary share (cents) 41 36 Dividend paid N ordinary share (cents) 207 180 Proposed dividend per A ordinary share (cents) 47 41 Proposed dividend per N ordinary share (cents) 235 207 Naspers Annual Report 2010 151
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31 March 31 March 2010 2009 R’m R’m
29. CASH FROM OPERATIONS Profit before taxation per income statement 5 760 4 775 Profit before taxation from discontinued operations — 186 5 760 4 961 Adjustments: – Non-cash and other 1 242 1 767 Loss on sale of assets 47 27 Depreciation and amortisation 2 091 2 156 Share-based compensation expenses 484 438 Net finance cost/(income) 421 319 Share of equity-accounted results (2 058) (1 473) Impairment of equity-accounted investments 62 214 Profit on sale of investments (144) (36) Gain on settlement of transponder lease (253) — Insurance proceeds not yet received (142) (94) Insurance proceeds received elsewhere included (286) — Impairment losses 939 139 Other 81 77 – Working capital 264 (910) Cash movement in trade and other receivables (130) (625) Cash movement in payables, provisions and accruals 584 (51) Cash movements for programme and film rights (180) (199) Cash movement in inventories (10) (35)
Cash from operations 7 266 5 818
30. ACQUISITION OF SUBSIDIARIES Fair value of assets and liabilities acquired: Property, plant and equipment 24 41 Investments and loans 7 — Intangible assets 912 129 Net current (liabilities)/assets (14) 105 Deferred taxation (278) 1 Long-term liabilities (36) (3) 615 273 Minority interest (122) (62) Derecognition of investment in associate (2) (77) Goodwill 2 766 520 Purchase consideration 3 257 654 Amount to be settled in future (155) (152) Settlement of amounts owing in respect of prior year’s purchases — 24 Cash in subsidiaries acquired (57) (88) Net cash outflow from acquisition of subsidiaries 3 045 438 152 Naspers Annual Report 2010
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31 March 31 March 2010 2009 R’m R’m
31. DISPOSAL OF SUBSIDIARIES Book value of assets and liabilities: Property, plant and equipment — 5 Goodwill — 6 Other intangible assets 1 — Assets classified as held-for-sale — 1 197 Other net assets — 738 Non-current assets classified as held-for-sale 380 — Foreign currency translation 1 — Long-term liabilities — 5 382 1 951 Profit on sale 100 2 983 Selling price 482 4 934 Cash in subsidiaries disposed of (79) (628) Net cash inflow from disposal of subsidiaries 403 4 306
32. ACQUISITION OF JOINT VENTURES Fair value of assets and liabilities acquired: Property, plant and equipment — 1 Net current assets/(liabilities) 7 (6) Deferred taxation — (3) 7 (8) Goodwill 24 16 Purchase consideration (net cash outflow from acquisition of joint ventures) 31 8
33. ADDITIONAL INVESTMENTS Included in additional investments in subsidiaries of R240m are the following: Moonfish Media R21m, GG Network S.A. R5m, Ricardo.ch AG minority buy-out of R30m, additional investments through MIH Allegro B.V. of R35m, Pagamento Digital R28m, Kurasani R29m, Strika Entertainment (Proprietary) Limited R9m and other investments of R5m. These investments were allocated to the existing control business combination reserve. A payment of R78m relates to an additional investment in Digital Mobile Television (Proprietary) Limited. This amount was disclosed as an amount payable in the 2009 financial year. Included in additional investments in associates of R842m are the following: Nimbuzz B.V. R19m, Mail.ru R771m and Buzz City PTE Limited R52m. These investments were allocated to the investments in associates. Naspers Annual Report 2010 153
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31 March 31 March 2010 2009 R’m R’m
34. PARTIAL DISPOSAL OF INTEREST IN SUBSIDIARIES Selling price — 271 Net cash inflow on partial disposal of interest in subsidiaries — 271
35. CASH AND CASH EQUIVALENTS Cash and cash equivalents 6 785 6 642 Bank overdrafts and call loans (958) (917) 5 827 5 725 Restricted cash Restricted cash is still included in cash and cash equivalents due to the fact that it mostly relates to cash held on behalf of customers. The following cash balances are restricted from immediate use according to agreements with banks and other financial institutions: Africa 13 13 Europe 102 64 Thailand 1 1 USA 11 15 Total restricted cash 127 93
36. SEGMENT INFORMATION The group has adopted IFRS 8 for the year ending 31 March 2010 and the comparative segment information for the year ending 31 March 2009 has been appropriately restated. IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the group that are regularly reviewed by the chief operating decision-maker in order to allocate resources to the segments and to assess their performance. The chief operating decision-maker has been identified as the executive committee that makes strategic decisions. The group proportionally consolidates its share of the results of its associated companies in the various reportable segments. This is considered to be more reflective of the economic value of these investments. The group has identified its operating segments based on its business by service or product and aggregated them into the following reporting segments: pay television, internet (with Tencent being disclosed separately from the other internet operations), technology and print. Below are the types of services and products from which each segment generates revenue. kg Pay television – the group offers digital satellite and other pay-television services to subscribers through MultiChoice South Africa and MultiChoice Africa in the rest of sub-Saharan Africa. kg Internet – the group operates internet platforms to provide various services and products. These platforms are built around communities, and each of them provides various services, including e-commerce, games, MVAS and IVAS (mobile and internet value-added services), content, communication and social networking. These services are provided via mobile or PC/laptops. The main platforms are Tencent, Allegro, Ricardo, Mail.ru, BuscaPé., MWEB, Sanook!, ibibo, Compera, Gadu-Gadu, Nimbuzz, ACL, MXit, 24.com and Buzz City. kg Technology – through Irdeto, the group provides digital content management and protection systems to customers globally to protect, manage and monetise all digital media on any platform. kg Print – through Media24 in Africa, the group publishes newspapers, magazines and books. Its activities also include printing and distribution. The group also has print interests in Brazil through its 30% stake in the magazine publisher, Abril S.A., and in China through its stake in the listed Beijing Media Company and Xin’an Media Company. 154 Naspers Annual Report 2010
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36. SEGMENT INFORMATION (continued)
Internet Pay television Tencent Other internet March 2010 R’m R’m R’m Revenue External 16 659 4 874 4 307 Intersegmental 70 — 42 Total revenue 16 729 4 874 4 349 Cost of providing services and sale of goods (8 691) (1 428) (1 306) Selling, general and administration expenses (2 294) (904) (2 781) Ebitda 5 744 2 542 262 Depreciation (471) (159) (166) Amortisation – Software (16) (20) (31) Interest on capitalised finance leases (86) — (5) Operational profit 5 171 2 363 60 Interest received 806 53 337 Interest paid (405) — (918) Investment income 221—— Share of equity-accounted results(1) (1) 9 (4) Profit before taxation 5 792 2 425 (525) Taxation (1 413) (319) (134) Profit after taxation 4 379 2 106 (659) Minority interest (693) (26) 31 Profit from operations 3 686 2 080 (628) Amortisation of other intangibles (395) (32) (671) Foreign exchange (losses)/gains (52) (1) 91 Impairment of investment in associates ——— Exceptional items 145 (86) (103) Net profit/(loss) 3 384 1 961 (1 311) Additional disclosure Impairment of assets (52) — — Impairment of goodwill — — (335) Share of equity-accounted results(2) (1) 1 961 90
Notes (1) Includes immaterial associates not proportionally consolidated. (2) All associates’ results are accounted for using the equity method. Naspers Annual Report 2010 155
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Less: Total Proportionally reportable consolidated Technology Print segments Corporate associates Eliminations Total R’m R’m R’m R’m R’m R’m R’m
1 207 10 204 37 251 — (9 253) — 27 998 425 186 723 159 — (882) — 1 632 10 390 37 974 159 (9 253) (882) 27 998 (448) (5 876) (17 749) (126) 3 511 596 (13 768) (1 086) (3 282) (10 347) (263) 2 590 286 (7 734) 98 1 232 9 878 (230) (3 152) — 6 496 (44) (251) (1 091) (2) 215 — (878) (7) (83) (157) — 79 — (78) — (2) (93) — — — (93) 47 896 8 537 (232) (2 858) — 5 447 103 28 1 327 151 (64) (1 066) 348 (100) (463) (1 886) — 27 1 069 (790) — — 221 47 — — 268 — — 4 — 2 476 — 2 480 50 461 8 203 (34) (419) 3 7 753 (55) (349) (2 270) (59) 485 36 (1 808) (5) 112 5 933 (93) 66 39 5 945 — (33) (721) (32) 25 33 (695) (5) 79 5 212 (125) 91 72 5 250 (117) (232) (1 447) — 132 — (1 315) 21 (168) (109) (9) (36) — (154) — (62) (62) — — — (62) (1) 100 55 (76) (187) (254) (462) (102) (283) 3 649 (210) — (182) 3 257
— (205) (257) (330) — — (587) — (47) (382) — — — (382) — 82 058———2 058 156 Naspers Annual Report 2010
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36. SEGMENT INFORMATION (continued)
Internet Pay television Tencent Other internet March 2009 R’m R’m R’m Revenue External 14 858 3 281 4 130 Intersegmental 39 — 40 Total revenue 14 897 3 281 4 170 Cost of providing services and sale of goods (7 375) (937) (1 298) Selling, general and administration expenses (2 325) (756) (2 487) Ebitda 5 197 1 588 385 Depreciation (460) (122) (176) Amortisation – Software (12) (19) (22) Interest on capitalised finance leases (101) — (8) Operational profit 4 624 1 447 179 Interest received 1 144 69 582 Interest paid (405) — (1 407) Investment income 304 — — Share of equity-accounted results(1) (56) — 3 Profit before taxation 5 611 1 516 (643) Taxation (1 228) (125) (80) Profit after taxation 4 383 1 391 (723) Minority interest (585) (14) 7 Profit from operations 3 798 1 377 (716) Discontinued operations 3 092 — — Amortisation of other intangibles (379) (26) (670) Foreign exchange (losses)/gains (134) (78) (147) Impairment of investment in associates (187) — — Exceptional items (64) (77) (7) Net profit/(loss) 6 126 1 196 (1 540) Additional disclosure Impairment of assets (51) (17) (11) Impairment of goodwill — — — Share of equity-accounted results(2) 44 1 196 25
Notes (1) Includes immaterial associates not proportionally consolidated. (2) All associates’ results are accounted for using the equity method. Naspers Annual Report 2010 157
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Less: Total Proportionally reportable consolidated Technology Print segments Corporate associates Eliminations Total R’m R’m R’m R’m R’m R’m R’m
1 514 10 722 34 505 — (7 815) — 26 690 358 156 593 125 — (718) — 1 872 10 878 35 098 125 (7 815) (718) 26 690 (572) (6 177) (16 359) (102) 3 088 563 (12 810) (1 375) (3 312) (10 255) (233) 2 479 155 (7 854) (75) 1 389 8 484 (210) (2 248) — 6 026 (57) (261) (1 076) (3) 169 — (910) (7) (66) (126) — 59 — (67) — — (109) — — — (109) (139) 1 062 7 173 (213) (2 020) — 4 940 178 36 2 009 352 (84) (1 705) 572 (123) (579) (2 514) — 40 1 705 (769) — — 304 74 — — 378 — (3) (56) — 1 708 — 1 652 (84) 516 6 916 213 (356) — 6 773 34 28 (1 371) (93) 28 — (1 436) (50) 544 5 545 120 (328) — 5 337 — (95) (687) — 15 2 (670) (50) 449 4 858 120 (313) 2 4 667 ——3 092———3 092 (167) (433) (1 675) — 317 — (1 358) (50) (88) (497) 6 116 — (375) — (27) (214) — — — (214) (3) 13 (138) 1 97 (11) (51) (270) (86) 5 426 127 217 (9) 5 761
(2) (90) (171) — 17 — (154) — (6) (6) — — — (6) —2961 473———1 473 158 Naspers Annual Report 2010
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36. SEGMENT INFORMATION (continued) The operational profit as disclosed in the segment disclosure above is management’s measure of each segment’s operational performance. A reconciliation of the segmental operational profit to operating profit and profit before taxation as reported in the income statement is provided below: 31 March 31 March 2010 2009 R’m R’m Operational profit per segment report 5 447 4 940 Adjusted for: Interest on capitalised finance leases 93 109 Amortisation of other intangible assets (1 135) (1 179) Other gains/(losses) (364) (87) Operating profit per the income statement 4 041 3 783 Interest received 348 572 Interest paid (883) (878) Other finance income/(cost) – net 114 3 Share of equity-accounted results 2 058 1 473 Impairment of investment in associates (62) (214) Profit on sale of investments 144 36 Profit before taxation as per the income statement 5 760 4 775 Sales between segments are carried out at arm’s length, and are eliminated in the “Eliminations” column. The revenue from external parties and all other items of income, expenses, profits and losses reported in the segment report is measured in a manner consistent with that in the income statement. The revenues from external customers for each major group of products and services are disclosed in note 22. The group is not reliant on any one major customer as the group’s products are consumed by the general public in a large number of countries. Geographical information The group operates in five main geographical areas: Africa – The group derives revenues from television platform services, print media activities, internet services and technology products and services. The group is domiciled in the Republic of South Africa and it is therefore presented separately. Asia – The group’s activities comprise its interest in internet and print activities based in China, India, Thailand and Singapore. Europe – The group’s activities comprise its interest in internet activities based in Central and Eastern Europe and Russia. Furthermore, the group generates revenue from technology products and services provided by subsidiaries based in the Netherlands. Latin America – The group’s activities comprise its interest in internet and print activities based in Brazil. Other – Includes the group’s provision of various products through internet and technology activities located mainly in Australia and the United States of America. Naspers Annual Report 2010 159
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36. SEGMENT INFORMATION (continued) Africa South Rest of Latin Africa Africa America Asia Europe Other Total R’m R’m R’m R’m R’m R’m R’m March 2010 External revenue(1) 19 638 4 516 4 169 5 412 2 885 631 37 251 Segment assets(2) 9 511 1 979 6 729 5 257 15 580 972 40 028 March 2009 External revenue(1) 17 889 5 114 4 046 3 893 2 792 771 34 505 Segment assets(2) 8 982 823 3 981 4 295 16 708 1 547 36 336
Notes (1) Revenue includes the group’s proportionate share of associates’ external revenue. (2) Segment assets consist of non-current assets excluding financial instruments, deferred taxation and the proportionate share of associates’ assets. Revenue is allocated to a country based on location of subscribers or users.
37. FINANCIAL RISK MANAGEMENT Financial risk factors The group’s activities expose it to a variety of financial risks, including the effects of changes in debt and equity markets, foreign currency exchange rates and interest rates. The group’s overall risk management programme seeks to minimise the potential adverse effects on the financial performance of the group. The group uses derivative financial instruments, such as forward exchange contracts and interest rate swaps, to hedge certain risk exposures. The group does not speculate with or engage in the trading of financial instruments. The group had no significant price risk for the years ending 31 March 2010 and 31 March 2009. Risk management is carried out by the management of the group under policies approved by the board of directors. Management identifies, evaluates and hedges financial risks. The various boards of directors within the group provide written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, the use of derivative instruments and the investment of excess liquidity. Foreign exchange risk The group operates internationally and is exposed to foreign exchange risk. Although a substantial portion of the group’s revenue is denominated in the currencies of the countries in which it operates, a significant portion of cash obligations, including satellite transponder leases and contracts for pay-television programming, are denominated in US dollars. Where the group’s revenue is denominated in local currency depreciation of the local currency against the US dollar adversely affects the group’s earnings and its ability to meet cash obligations. Some entities in the group use forward exchange contracts to hedge their exposure to foreign currency risk in connection with their obligations. Management may hedge the net position in the major foreign currencies by using forward currency contracts. The group generally covers forward 50% to 100% of firm commitments in foreign currency for up to two years in the pay-television business. The group also uses forward exchange contracts to hedge foreign currency exposure in its print business where cover is generally taken for 75% to 100% of firm commitments in foreign currency for up to one year. The group has classified its forward exchange contracts relating to forecast transactions and firm commitments as cash flow and fair value hedges, and measures them at fair value. The transactions relate mainly to programming costs, transponder lease instalments and the acquisition of inventory items. A cumulative after-tax loss of R407,7m (2009: R115,7m after-tax loss) has been deferred in a hedging reserve at 31 March 2010. This amount is expected to realise over the next two years. The fair value of all forward exchange contracts designated as cash flow hedges at 31 March 2010 was a net liability of R527,9m (2009: net asset of R293,2m), comprising assets of Rnil (2009: R293,8m) and liabilities of R527,9m (2009: R0,6m), that were recognised as derivative financial instruments. The fair value of all forward exchange contracts designated as fair value hedges at 31 March 2010 was a liability of R195,4m (2009: asset of R97,7m). During the year ended 31 March 2010 the group recognised gains on fair value hedges of R187,4m (2009: Rnil) and losses of R209,8m (2009: Rnil) on the hedged items attributable to the hedged risks. The amount recognised in the income statement due to the ineffectiveness of cash flow hedges was R123,0m (2009: Rnil). As at 31 March 2010 the group had no hedges of net investments in foreign operations. 160 Naspers Annual Report 2010
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37. FINANCIAL RISK MANAGEMENT (continued) Foreign exchange risk (continued) The table below sets out the periods when the cash flows are expected to occur for both fair value and cash flow hedges in place at 31 March 2010: Maturing within Maturing within one year one to two years Total outstanding FECs EUR USD Other EUR USD at 31 March 2010 ’m ’m ’m ’m ’m Pay television 5 242 — 4 222 Corporate —26——— Print 6233—— 67 271 3 4 222 Rand value (R’m) 763 2 633 32 51 1 874 Average exchange rate 11,39 9,72 10,67 12,75 8,44
Maturing within Maturing within one year one to two years Total outstanding FECs EUR USD Other EUR USD at 31 March 2009 ’m ’m ’m ’m ’m Pay television 12 174 — 5 182 Internet — 1 — — — Corporate — 34 — — 17 Print 49 3 — — — 61 212 — 5 199 Rand value (R’m) 769 1 801 — 65 2 042 Average exchange rate 12,54 8,50 — 14,37 10,26 Where the group has surplus funds offshore, the treasury policy is to spread the funds between more than one currency to limit the effect of foreign exchange rate fluctuations and to achieve the highest level of interest income. As at 31 March 2010 the group had a net cash balance of R5,8bn (2009: R5,8bn), of which R3,2bn (2009: R2,4bn) was held in South Africa. The R2,6bn (2009: R3,4bn) held offshore was largely denominated in US dollar, euro and Polish zloty. Foreign currency sensitivity analysis The group’s presentation currency is the South African rand, but as it operates internationally, it is exposed to a number of currencies, of which the exposure to the US dollar, euro and Polish zloty is the most significant. The sensitivity analysis below details the group’s sensitivity to a 10% decrease (2009: 10% decrease) in the rand against the US dollar, euro and Polish zloty, as well as a 10% decrease (2009: 10% decrease) of the US dollar against the euro. This analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for the above percentage change in foreign currency rates. The sensitivity analysis includes external loans, as well as loans to foreign operations within the group, but excludes loans considered part of the net foreign investment and translation differences due to translating from functional currency to presentation currency. A 10% decrease (2009: 10% decrease) of the rand against the US dollar, euro and Polish zloty, and a 10% decrease (2009: 10% decrease) of the US dollar against the euro, would result in an after-tax gain of R103,9m (2009: R101,7m after-tax loss). Other equity would increase by R213,0m (2009: R361,4m increase). Naspers Annual Report 2010 161
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37. FINANCIAL RISK MANAGEMENT (continued) Foreign exchange risk (continued) Foreign exchange rates The exchange rates used by the group to translate foreign entities’ income statements and statement of financial position are as follows: 31 March 2010 31 March 2009 Average Closing Average Closing Currency (1FC = ZAR) rate rate rate rate US dollar 7,7123 7,3343 8,7867 9,5188 Euro 10,9054 9,9165 12,2595 12,6218 Thai baht 0,2292 0,2265 0,2555 0,2685 Chinese yuan renminbi 1,1295 1,0743 1,2815 1,3931 Brazilian real 4,1460 4,1111 4,4655 4,1327 British pound 12,3308 11,1308 14,7426 13,6085 Polish zloty 2,6061 2,5702 3,2879 2,7194 The average rates listed above are only approximate average rates for the year. The group measures separately the transactions of each of its material operations, using the particular currency of the primary economic environment in which the operation conducts its business, translated at the prevailing exchange rate on the transaction date. 31 March 2010 31 March 2009 Assets Liabilities Assets Liabilities Derivative financial instruments R’m R’m R’m R’m Current portion Foreign exchange contracts — 625 352 63 Other derivatives – put options —71 —— Other derivatives – interest rate swaps — 151 — 130 — 847 352 193 Non-current portion Foreign exchange contracts —98 55 39 Other derivatives – put options(1) — 579 — 360 Other derivatives – interest rate swaps —7 — 144 — 684 55 543 Total — 1 531 407 736
Note (1) Media24 Group entered into a contract with the Retief family trust in October 2008 which contains a put option whereby the Retief family trust can enforce a buy-out by Media24 Group of its remaining interest in Paarl Media Holdings (Proprietary) Limited (currently 5%) and Paarl Coldset (Proprietary) Limited (currently 12,6%). Mr L P Retief, a director of Naspers Limited (refer to note 13), is a related party to the Retief family trust. 162 Naspers Annual Report 2010
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37. FINANCIAL RISK MANAGEMENT (continued) Foreign exchange risk (continued) 31 March 2010 31 March 2009 Foreign Foreign currency currency amount amount ’m R’m ’m R’m Uncovered foreign liabilities The group had the following uncovered foreign liabilities: US dollar 1 050 7 703 415 3 943 British pound 445 455 Euro 46 460 69 860 Singapore dollar 14 17 Australian dollar —— 18 South Korean won 256 2 558 4 Other 48 22 460 117 Credit risk The group is exposed to certain concentrations of credit risk relating to the following assets: Investments and loans There is no concentration of credit risk within investments and loans, except for preference shares in Welkom Yizani and Phuthuma Nathi. Shareholder agreements are in place, which regulate the shares held by Welkom Yizani and Phuthuma Nathi, and management monitors the credit risk regularly. Trade receivables Receivables consist primarily of invoiced amounts from normal trading activities. The group has a large diversified customer base across many geographical areas. The majority of trade receivables consist of receivables within the pay-television, newspapers, magazines and printing segments. Various credit checks are performed on new debtors to determine the quality of their credit history. These checks are also performed on existing debtors with long- overdue accounts. Furthermore, current debtors are monitored to ensure they do not exceed their credit limits. As at 31 March 2010 the directors were unaware of any significant unprovided or uninsured concentration of credit risk. Other receivables There is no concentration of credit risk within other receivables, except for the accrued preference share dividends relating to the preference share investments, as disclosed above. The level of interest in related party receivables minimises the credit risk. Naspers Annual Report 2010 163
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37. FINANCIAL RISK MANAGEMENT (continued) Credit risk (continued) Cash, deposits and derivative assets The group is exposed to certain concentrations of credit risk relating to its cash, current investments and derivative assets. It places these instruments mainly with major banking groups and high-quality institutions that have high credit ratings. The group’s treasury policy is designed to limit exposure to any one institution and invests its excess cash in low-risk investment accounts. As at 31 March 2010 the group held the majority of its cash, deposits and derivative assets with local and international banks with a ‘Baa1’ credit rating or higher (Moody’s International rating). The counterparties that are used by the group are evaluated on a continuous basis. The maximum amount of credit risk that the group is exposed to is R13,4bn (2009: R13,5bn), and has been calculated as follows: 31 March 31 March 2010 2009 R’m R’m Investments and loans 3 503 3 611 Receivables and loans 3 106 2 858 Derivative financial instruments — 407 Cash and cash equivalents 6 785 6 642 13 394 13 518 Intergroup guarantees are no longer included in the group’s maximum credit risk disclosure. Refer to note 18 in the company’s financial statements for the group guarantees. Liquidity risk Prudent liquidity risk management implies, among others, maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. In terms of the articles of association of the company, no limitation is placed on its borrowing capacity. The facilities expiring within one year are subject to renewal at various dates during the next year. The group had the following unutilised banking facilities as at 31 March 2010 and 31 March 2009: 31 March 31 March 2010 2009 R’m R’m On call 1 477 1 304 Expiring within one year 249 269 Expiring beyond one year 5 868 4 248 7 594 5 821 164 Naspers Annual Report 2010
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37. FINANCIAL RISK MANAGEMENT (continued) Liquidity risk (continued) The following analysis details the group’s remaining contractual maturity for its non-derivative and derivative financial liabilities. The analysis is based on the undiscounted cash flows of financial liabilities based on the earliest date on which the group can be required to pay. The analysis includes both interest and principal cash flows. Carrying Contractual 0 – 12 value cash flows months 1 – 5 years 5 years + 31 March 2010 R’m R’m R’m R’m R’m Non-derivative financial liabilities – Interest-bearing: Capitalised finance leases (2 065) (2 881) (451) (928) (1 502) – Interest-bearing: Loans and other (7 471) (7 794) (615) (7 152) (27) – Non-interest-bearing: Programme and film rights (736) (762) (705) (57) — – Non-interest-bearing: Loans and other (153) (152) (21) (127) (4) – Trade payables (1 721) (1 721) (1 721) — — – Accrued expenses and other current liabilities (2 138) (2 138) (2 138) — — – Related party payables (9) (9) (9) — — – Dividends payable (2) (2) (2) — — – Bank overdrafts and call loans (958) (958) (958) — —
Carrying Contractual 0 – 12 value cash flows months 1 – 2 years 2 years + R’m R’m R’m R’m R’m Derivative financial liabilities – Forward exchange contracts (723) (5 353) (3 428) (1 925) — – Shareholders’ liabilities (650) (658) (76) (63) (519) – Interest rate swaps (158) (159) (151) (8) — Naspers Annual Report 2010 165
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37. FINANCIAL RISK MANAGEMENT (continued) Liquidity risk (continued) Carrying Contractual 0 – 12 value cash flows months 1 – 5 years 5 years + 31 March 2009 R’m R’m R’m R’m R’m Non-derivative financial liabilities – Interest-bearing: Capitalised finance leases (1 267) (1 424) (484) (940) — – Interest-bearing: Loans and other (6 594) (7 001) (801) (6 200) — – Non-interest-bearing: Programme and film rights (850) (874) (766) (108) — – Non-interest-bearing: Loans and other (122) (122) (13) (101) (8) – Trade payables (1 662) (1 662) (1 662) — — – Accrued expenses and other current liabilities (2 029) (2 029) (2 029) — — – Related party payables (43) (43) (43) — — – Dividends payable (10) (10) (10) — — – Bank overdrafts and call loans (917) (917) (917) — —
Carrying Contractual 0 – 12 value cash flows months 1 – 2 years 2 years + R’m R’m R’m R’m R’m Derivative financial assets/ (liabilities) – Forward exchange contracts 305 (4 677) (2 570) (2 107) — – Shareholders’ liabilities (360) (420) (6) (7) (407) – Interest rate swaps (274) (274) (130) (122) (22) 166 Naspers Annual Report 2010
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37. FINANCIAL RISK MANAGEMENT (continued) Interest rate risk As part of the process of managing the group’s fixed and floating borrowings mix, the interest rate characteristics of new borrowings and the refinancing of existing borrowings are positioned according to expected movements in interest rates. Where appropriate, the group uses derivative instruments, such as interest rate swap agreements, purely for hedging purposes. The fair value of these instruments will not change significantly as a result of changes in interest rates due to their short-term nature and the floating interest rates. As at 31 March 2010 the group had the following interest rate swaps in place: Fair value Loan of liability amount Rate of loan Institution R’m ’m % Rate of swap Citibank (116) US$948 3,8 3 month using USLIBOR plus facility fee 3 month average JIBAR with cap of Rand Merchant Bank (8) R248 8,41 10,47% 3 month average JIBAR with cap of Rand Merchant Bank (1) R23 9,53 12,42% 3 month average JIBAR with cap of Rand Merchant Bank — R14 12,78 12,42% 3 month average JIBAR with cap of Rand Merchant Bank — R9 8,06 10,5% 3 month average JIBAR with cap of Rand Merchant Bank (6) R200 8,41 10,6% 3 month average JIBAR with fix rate of Rand Merchant Bank (13) R250 10,00 11,45% 3 month average JIBAR with cap of Investec (14) R250 12,00 12,3% and floor of 11,2% (158) Please refer to note 18 for the interest rate profile and repayment terms of long-term liabilities as at 31 March 2010 and 31 March 2009. Interest rate sensitivity analysis The sensitivity analysis below has been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the statement of financial position date (after taking into account the effect of hedging) and the stipulated change taking place at the beginning of the next financial year and held constant throughout the reporting period in the case of instruments that have floating rates. The group is mainly exposed to interest rate fluctuations of the South African, American and European repo rates. The following changes in the repo rates represent management’s best estimate of the possible change in interest rates at the respective year-ends: kg South African repo rate: increases by 100 basis points (2009: decreases by 100 basis points) kg American and European repo rates: increases by 100 basis points each (2009: decreased by 100 basis points each) If interest rates changes as stipulated above and all other variables were held constant, specifically foreign exchange rates, the group’s profit after tax for the year ended 31 March 2010 would increase by R23,2m (2009: decrease by R53,5m). Other equity would remain unchanged (2009: decrease by R34,7m). Naspers Annual Report 2010 167
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38. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair values, together with the carrying values, net gains and losses recognised in profit and loss, total interest income, total interest expense and impairment of each class of financial instrument are as follows: Net gains and (losses) recognised Total Total Carrying in profit interest interest Impair- value Fair value and loss income expense ment 31 March 2010 R’m R’m R’m R’m R’m R’m Assets Investments and loans 3 503 3 503 (6) 272 — 367 Loans and receivables 3 417 3 417 — 268 — 330 Originated loans 5 5— ——— Related party loans 81 81 (6) 4 — 37 Receivables and loans 3 106 3 106 133 27 — 44 Accounts receivable 2 438 2 438 2 1 — 44 Other receivables 642 642 (2) 26 — — Related party receivables 26 26 133 — — — Cash and cash equivalents 6 785 6 785 78 315 — — Total 13 394 13 394 205 614 — 411 Liabilities Long-term liabilities 8 750 8 738 32 — 524 — Interest-bearing: Capitalised finance leases 1 736 1 736 30 — 55 — Interest-bearing: Loans and other 6 877 6 865 — — 461 — Non-interest-bearing: Loans and other 137 137 2 — 8 — Short-term payables and loans 5 545 5 527 (8) — 144 — Interest-bearing: Capitalised finance leases 329 329 52 — 37 — Interest-bearing: Loans and other 594 576 — — 23 — Non-interest-bearing: Programme and film rights 736 736 (61) — 33 — Non-interest-bearing: Loans and other 16 16 — — — — Trade payables 1 721 1 721 47 — 26 — Accrued expenses and other current liabilities 2 138 2 138 37 — 23 — Related party payables 9 9 (83) — 2 — Dividends payable 2 2— ——— Derivatives 1 531 1 531 (378) — 72 — Foreign exchange contracts 723 723 (374) — — — Other derivatives – shareholders’ liabilities 650 650 (10) — 42 — Other derivatives – interest rate swaps 158 158 6 — 30 — Bank overdrafts and call loans 958 958 5 — 101 — Total 16 784 16 754 (349) — 841 — 168 Naspers Annual Report 2010
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38. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued) Net gains and (losses) recognised Total Total Carrying in profit interest interest Impair- value Fair value and loss income expense ment 31 March 2009 R’m R’m R’m R’m R’m R’m Assets Investments and loans 3 611 3 611 (1) 383 — 6 Loans and receivables 3 571 3 571 — 377 — — Originated loans 7 7 — 1 — — Related party loans 33 33 (1) 5 — 6 Receivables and loans 2 858 2 858 (37) 16 — 124 Accounts receivable 2 233 2 233 (1) 3 — 36 Other receivables 598 598 — 13 — (19) Related party receivables 27 27 (36) — — 107 Derivative – foreign exchange contracts 407 407 7——— Cash and cash equivalents 6 642 6 642 (162) 548 — 22 Total 13 518 13 518 (193) 947 — 152 Liabilities Long-term liabilities 6 906 6 905 (49) — 641 — Interest-bearing: Capitalised finance leases 865 865 5 — 110 — Interest-bearing: Loans and other 5 935 5 934 (54) — 531 — Non-interest-bearing: Loans and other 106 106 ———— Short-term payables and loans 5 672 5 668 (35) — 86 — Interest-bearing: Capitalised finance leases 402 402 ———— Interest-bearing: Loans and other 660 656 — — 35 — Non-interest-bearing: Programme and film rights 850 850 — — 40 — Non-interest-bearing: Loans and other 16 16 ———— Trade payable 1 662 1 662 20 — 2 — Accrued expenses and other current liabilities 2 029 2 029 6 — 9 — Related party payables 43 43 (61) — — — Dividends payable 10 10 ———— Derivative financial instruments 736 736 (11) — 26 — Foreign exchange contracts 102 102 (11) — — — Other derivatives – shareholders’ liabilities 360 360 — — 24 — Other derivatives – interest rate swaps 274 274 — — 2 — Bank overdrafts and call loans 917 917 — — 116 — Total 14 231 14 226 (95) — 869 — The fair value of financial instruments was calculated using market information and other relevant valuation techniques, and does not necessarily represent the values that the group will realise in the normal course of business. The carrying amounts of cash and cash equivalents, bank overdrafts, receivables and payables are deemed to reflect fair value due to the short maturities of these instruments. The fair values of forward exchange contracts and other derivative instruments are based on quoted market prices, other prices that are observable for the asset or liability, either directly or indirectly, or valuation techniques that include unobservable inputs. The fair values of interest-bearing loans are calculated based on discounted expected future principal and interest cash flows. Naspers Annual Report 2010 169
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38. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued) The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable: kg Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. kg Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices). kg Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Fair value Level 1 Level 2 Level 3 Total R’m R’m R’m R’m R’m 31 March 2010 Liabilities measured at fair value Liabilities Foreign exchange contracts 723 — 723 — 723 Other derivatives – shareholders’ liabilities 650 — — 650 650 Other derivatives – interest rate swaps 158 — 158 — 158 Total 1 531 — 881 650 1 531
There were no transfers between level 1 and level 2 during the period. The following table presents the changes in level 3 instruments for the year ending 31 March 2010: Other derivatives – shareholders’ liabilities Total R’m R’m Reconciliation of level 3 instruments Opening balance at 1 April 2009 360 360 Total losses in income statement 53 53 Purchases 264 264 Foreign currency translation effects (22) (22) Settlements (5) (5) Closing balance 31 March 2010 650 650 Total losses for the period included in the income statement for assets still held at the end of the period amounted to R53,0m. Of this amount included in the income statement R42,7m was included in “Other finance (costs)/income – net”, R5,3m in “Other gains/(losses) – net”, and R4,8m in “Foreign exchange profits/(losses)”. If one or more of the inputs were changed to a reasonable possible alternative assumption, there would be no significant change in the fair value measurements of level 3 instruments. 170 Naspers Annual Report 2010
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39. EQUITY COMPENSATION BENEFITS The following share incentive plans were in operation during the financial year: Maximum awards permissible Vesting Period to expiry IFRS 2 Date of incorporation (note 4) period from date of offer classification Share trusts Naspers 14 August 1987 note 1 * 10 years Equity-settled Media24 31 August 2000 15% * 10 years Cash-settled Paarl Media Holdings 29 May 2001 5% * 10 years Cash-settled Via Afrika 21 November 2003 10% * 10 years Cash-settled MIH Holdings 27 September 1993 note 1 * 10 years Equity-settled MIH (Mauritius) 25 March 1999 note 1 * 10 years Equity-settled Irdeto Access 14 October 1999 10% * 10 years note 3 MIH China (BVI) 23 February 2003 note 2 ** 10 years Equity-settled 2005 MIH China (BVI) 30 September 2005 note 2 ** 5 years Equity-settled Entriq (Mauritius) 6 May 2003 15% ** 10 years Cash-settled MediaZone Holdings B.V. 8 August 2006 15% ** 10 years Equity-settled M-Net 12 June 1991 note 1 * 10 years Equity-settled SuperSport 12 June 1991 note 1 * 10 years Equity-settled MIH India (Mauritius) 22 February 2007 15% *** 10 years Equity-settled MIH Russia Internet B.V. 4 June 2007 10% *** 10 years Equity-settled MIH BuscaPé Holdings B.V. 15 March 2010 6% * 5 years and 3 months Equity-settled SAR Media24 20 September 2005 10% * 5 years and 14 days Equity-settled MultiChoice Africa 20 September 2005 10% * 5 years and 14 days Equity-settled M-Net/SuperSport 20 September 2005 10% * 5 years and 14 days Equity-settled NetMed NV 11 November 2005 10% * 5 years and 14 days Equity-settled MIH Brazil Holdings B.V. 9 June 2006 10% * 5 years and 14 days Equity-settled Irdeto Access B.V. 9 June 2006 15% * 5 years and 14 days Equity-settled Cloakware Inc. 2008 11 July 2008 15% *** 5 years and 14 days Equity-settled MIH Entriq Investments B.V. 2008 11 July 2008 10% *** 5 years and 14 days Equity-settled Gadu-Gadu S.A. 2008 11 July 2008 10% *** 5 years and 14 days Equity-settled MIH Allegro B.V. 2008 11 July 2008 10% *** 5 years and 14 days Equity-settled MIH Ricardo B.V. 2008 11 July 2008 15% *** 5 years and 14 days Equity-settled Irdeto Access B.V. 2008 5 September 2008 15% *** 5 years and 14 days Equity-settled MIH (China) Mauritius 2008 5 September 2008 10% *** 5 years and 14 days Equity-settled MultiChoice Africa 2008 2 April 2008 10% * 5 years and 14 days Equity-settled Allegro B.V. 2009 25 September 2009 10% *** 5 years and 14 days Equity-settled Molotok No1 12 June 2009 10% * 5 years and 14 days Equity-settled
Note 1 – These share trusts issue Naspers N ordinary shares. Collectively they may issue no more than 11% of the total number of issued N ordinary shares. Note 2 – The MIH China (BVI) and 2005 MIH China (BVI) share trusts may collectively issue no more than 10% of the total number of MIH China Limited ordinary shares in issue. Note 3 – Offers before September 2005 are cash-settled and offers after September 2005 are equity-settled. Note 4 – The percentage reflected in this column is the maximum percentage of the respective companies issued/notional share capital that the applicable Trust/SAR plan may hold and subsequently allocate to participants. Vesting period: *One-third vest after years 3, 4 and 5. **One-quarter vest after years 1, 2, 3 and 4. ***One-fifth vest after years 1, 2, 3, 4 and 5. Naspers Annual Report 2010 171
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39. EQUITY COMPENSATION BENEFITS (continued) Additional information All share options are granted with an exercise price of not less than 100% of market value or fair value of the respective company’s shares on the date of the grant. All SARs are granted with an exercise price of not less than 100% of fair value of the SARs on the date of the grant. All unvested share options/SARs are subject to forfeiture upon termination of employment. All cancelled options/SARs are cancelled by mutual agreement between the employer and employee. MIH Holdings Limited In terms of a section 311 scheme of arrangement, Naspers Limited offered on 20 December 2002 one Naspers N ordinary share to all the minority shareholders of MIH Holdings Limited, including the MIH Holdings plan, for every 2,25 MIH Holdings shares that it held. All the MIH Holdings shares were exchanged for Naspers N ordinary shares on 23 December 2002. Subsequent offers are of Naspers N ordinary shares. Unvested share options are subject to forfeiture upon termination of employment. Cancelled options are cancelled by mutual agreement between the employer and employee. MIH (Mauritius) Limited As part of the merger between MIH Limited and MIH (Mauritius) Limited, Naspers offered on 20 December 2002 3,5 Naspers N ordinary shares for each MIH Limited share held by minority shareholders, including the MIH Limited plan. The MIH Limited plan was converted into the MIH (Mauritius) Limited plan at which time all its MIH Limited shares were exchanged for Naspers N ordinary shares and Naspers American Depository Securities (“ADSs”). Subsequent offers are of Naspers N ordinary shares. M-Net and SuperSport In terms of a section 311 scheme of arrangement, Naspers Limited offered on 4 March 2004 one Naspers N ordinary share to all the minority shareholders of M-Net and SuperSport, including the M-Net and SuperSport plans, for every 4,5 M-Net/SuperSport linked unit that it held, or R8,50 per M-Net/SuperSport linked unit. The linked units were exchanged for 574 726 (M-Net) and 525 228 (SuperSport) Naspers N ordinary shares during April 2004. 172 Naspers Annual Report 2010
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39. EQUITY COMPENSATION BENEFITS (continued) Movements in terms of the share trust incentive plans are as follows: MIH MIH (Mauritius) 31 March 2010 Naspers Media24 Paarl Media Via Afrika Holdings (US$-based) Shares Outstanding at 1 April 17 557 772 938 083 704 073 66 822 983 237 204 071 Granted 37 553———178 786 — Exercised (175 781) (260 194) (549 040) — (221 524) (145 041) Forfeited (33 404) (41 155) (15 333) (53 650) (62 864) (1 330) Expired (8 802) — — — (338) — Outstanding at 31 March 17 377 338 636 734 139 700 13 172 877 297 57 700 Available to be implemented at 31 March 5 156 990 621 724 139 700 13 172 202 067 57 700 Weighted average exercise price (rand) (rand) (rand) (rand) (rand) (US$) Outstanding at 1 April 130,23 8,76 10,59 5,00 111,70 2,83 Granted 261,71———257,98 — Exercised 39,54 9,62 11,50 — 72,18 3,01 Forfeited 166,07 9,43 11,50 5,00 157,57 2,12 Expired 24,87———26,99 — Outstanding at 31 March 131,42 8,36 6,91 5,00 148,24 2,39 Available to be implemented at 31 March 28,19 8,07 6,91 5,00 57,58 2,39 Weighted average share price of options taken up during the year Shares 175 781 260 194 549 040 — 221 524 145 041 Weighted average share price 257,25 29,15 29,07 — 245,98 28,69
MIH MIH (Mauritius) 31 March 2009 Naspers Media24 Paarl Media Via Afrika Holdings (US$-based) Shares Outstanding at 1 April 18 160 580 1 869 537 1 011 801 81 590 1 309 473 363 925 Granted 41 889———57 328— Exercised (627 865) (880 426) (292 394) (10 858) (362 633) (159 854) Forfeited (16 832) (51 028) (15 334) (3 910) (20 931) — Outstanding at 31 March 17 557 772 938 083 704 073 66 822 983 237 204 071 Available to be implemented at 31 March 5 201 832 784 612 408 740 66 822 291 336 204 071 Weighted average exercise price (rand) (rand) (rand) (rand) (rand) (US$) Outstanding at 1 April 126,56 8,21 10,48 5,00 87,10 2,72 Granted 174,38———176,01 — Exercised 26,83 7,59 10,16 5,00 33,46 2,57 Forfeited 103,80 8,94 11,50 5,00 105,64 — Outstanding at 31 March 130,23 8,76 10,59 5,00 111,70 2,83 Available to be implemented at 31 March 26,98 7,74 9,93 5,00 41,25 2,82 Weighted average share price of options taken up during the year Shares 627 865 880 426 292 394 10 858 362 633 159 854 Weighted average share price 160,60 28,81 28,03 10,14 169,09 19,58 Naspers Annual Report 2010 173
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39. EQUITY COMPENSATION BENEFITS (continued) Movements in terms of the share trust incentive plans are as follows: MIH 2005 (Mauritius) Irdeto MIH China MIH China 31 March 2010 (rand) Access B.V. (BVI) (BVI) Entriq Shares Outstanding at 1 April 8 066 131 566 231 7 963 23 234 4 244 500 Granted 527 045———— Exercised (705 768) (106 078) (1 088) (8 263) — Forfeited (88 251) (21 948) — (55) (427 400) Cancelled ————(65 000) Outstanding at 31 March 7 799 157 438 205 6 875 14 916 3 752 100 Available to be implemented at 31 March 3 466 386 336 502 6 875 14 125 3 727 650 Weighted average exercise price (rand) (US$) (US$) (US$) (US$) Outstanding at 1 April 102,07 7,52 246,62 767,03 0,65 Granted 263,69———— Exercised 56,96 7,13 245,47 770,36 — Forfeited 145,55 8,79 — 1 872,39 0,65 Cancelled ————0,65 Outstanding at 31 March 116,48 7,67 246,81 761,11 0,65 Available to be implemented at 31 March 56,96 7,22 246,81 690,27 0,65 Weighted average share price of options taken up during the year Shares 705 768 106 078 1 088 8 263 — Weighted average share price 232,48 14,74 8 964,98 10 018,19 —
MIH 2005 (Mauritius) Irdeto MIH China MIH China 31 March 2009 (rand) Access B.V. (BVI) (BVI) Entriq Shares Outstanding at 1 April 7 722 711 659 991 9 377 25 581 4 951 900 Granted 1 068 924———— Exercised (609 576) (84 603) (1 414) (2 335) — Forfeited (115 928) (8 209) — (12) (707 400) Expired — (948) — — — Outstanding at 31 March 8 066 131 566 231 7 963 23 234 4 244 500 Available to be implemented at 31 March 3 116 376 226 772 7 963 14 359 3 973 700 Weighted average exercise price (rand) (US$) (US$) (US$) (US$) Outstanding at 1 April 88,18 7,52 225,76 773,29 0,65 Granted 158,73———— Exercised 30,14 6,87 108,26 826,81 — Forfeited 85,39 8,78 — 2 481,05 0,65 Expired — 7,90——— Outstanding at 31 March 102,07 7,52 246,62 767,03 0,65 Available to be implemented at 31 March 34,79 6,86 246,62 671,53 0,65 Weighted average share price of options taken up during the year Shares 609 576 84 603 1 414 2 335 — Weighted average share price 164,47 15,92 4 226,94 4 443,99 — 174 Naspers Annual Report 2010
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39. EQUITY COMPENSATION BENEFITS (continued) Movements in terms of the share trust incentive plans are as follows: MIH 31 March 2010 MediaZone M-Net SuperSport MIH India MIH Russia BuscaPé Shares Outstanding at 1 April 501 500 57 413 75 123 10 369 940 245 207 — Granted — — — 4 418 821 492 793 804 295 Exercised — (25 639) (33 010) — — — Forfeited (155 500) — — (2 369 510) (7 869) — Outstanding at 31 March 346 000 31 774 42 113 12 419 251 730 131 804 295 Available to be implemented at 31 March 259 500 31 774 42 113 3 578 959 94 918 — Weighted average exercise price (US$) (rand) (rand) (US$) (euro) (euro) Outstanding at 1 April 0,82 8,75 34,83 0,54 12,64 — Granted — — — 0,57 15,12 15,40 Exercised — 8,68 35,11——— Forfeited 0,82 — — 0,54 12,64 — Outstanding at 31 March 0,82 8,81 34,60 0,55 14,31 15,40 Available to be implemented at 31 March 0,82 8,81 34,60 0,54 12,64 — Weighted average share price of options taken up during the year Shares —25 63933 010——— Weighted average share price — 215,37 215,71———
MIH 31 March 2009 MediaZone M-Net SuperSport MIH India MIH Russia BuscaPé Shares Outstanding at 1 April 912 000 118 518 151 576 7 448 953 245 207 — Granted — — — 2 950 969 — — Exercised — (59 135) (73 450) — — — Forfeited (410 500) (1 970) (3 003) (29 982) — — Outstanding at 31 March 501 500 57 413 75 123 10 369 940 245 207 — Available to be implemented at 31 March 250 750 57 413 75 123 2 751 260 49 032 — Weighted average exercise price (US$) (rand) (rand) (US$) (euro) (euro) Outstanding at 1 April 0,82 8,34 33,94 0,54 12,64 — Granted — — — 0,54 — — Exercised — 7,94 33,21——— Forfeited 0,82 8,70 29,74 0,54 — — Outstanding at 31 March 0,82 8,75 34,83 0,54 12,64 — Available to be implemented at 31 March 0,82 8,75 34,83 0,54 12,64 — Weighted average share price of options taken up during the year Shares — 59 135 73 450——— Weighted average share price — 139,71 145,52——— Naspers Annual Report 2010 175
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39. EQUITY COMPENSATION BENEFITS (continued) Movements in terms of the share appreciation rights plans are as follows: MultiChoice M-Net/ Irdeto 31 March 2010 Media24 Africa SuperSport NetMed MIH Brazil Access SARs Outstanding at 1 April 9 618 622 7 530 463 5 716 714 — 170 600 306 943 Granted 2 201 342 — — — 54 253 — Exercised (5 011) (2 324 719) (2 186 829) — — (33 942) Forfeited (1 438 688) (256 367) (169 769) — — (84 957) Cancelled (310 409) ————— Outstanding at 31 March 10 065 856 4 949 377 3 360 116 — 224 853 188 044 SARs available to be implemented at 31 March 3 577 140 180 922 321 185 — 42 313 — Weighted average exercise price (rand) (rand) (rand) (euro) (US$) (US$) Outstanding at 1 April 22,61 38,46 9,25 — 43,91 15,20 Granted 21,40———47,77 — Exercised 21,55 29,08 9,20 — — 15,20 Forfeited 22,86 38,50 9,23 — — 15,20 Cancelled 21,55————— Outstanding at 31 March 22,36 42,86 9,28 — 44,84 15,20 SARs available to be implemented at 31 March 21,86 30,46 9,13 — 42,17 — Weighted average share price of SARs taken up during the year SARs 5 011 2 324 719 2 186 829 — — 33 942 Weighted average SAR price 23,65 73,65 25,07 — — 16,00
MultiChoice M-Net/ Irdeto 31 March 2009 Media24 Africa SuperSport NetMed MIH Brazil Access SARs Outstanding at 1 April 11 424 586 9 866 396 8 593 745 5 725 383 136 223 323 045 Granted 876 959———36 063— Exercised (1 107 978) (1 799 910) (2 516 300) (5 601 954) — — Forfeited (1 368 727) (536 023) (360 731) (123 429) (1 686) (16 102) Cancelled (206 218) ————— Outstanding at 31 March 9 618 622 7 530 463 5 716 714 — 170 600 306 943 SARs available to be implemented at 31 March 1 660 360 167 900 142 909——— Weighted average exercise price (rand) (rand) (rand) (euro) (US$) (US$) Outstanding at 1 April 22,41 36,54 9,19 1,08 42,17 15,20 Granted 23,65———50,39 — Exercised 21,55 27,27 9,04 1,08 — — Forfeited 22,63 40,62 9,31 1,08 42,17 15,20 Cancelled 21,55 — — — — — Outstanding at 31 March 22,61 38,46 9,25 — 43,91 15,20 SARs available to be implemented at 31 March 21,55 23,70 9,00——— Weighted average share price of SARs taken up during the year SARs 1 107 978 1 799 910 2 516 300 5 601 954 — — Weighted average SAR price 23,66 73,65 25,07 2,81 — — 176 Naspers Annual Report 2010
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39. EQUITY COMPENSATION BENEFITS (continued) Movements in terms of the share appreciation rights plans are as follows: MultiChoice Irdeto Access Gadu-Gadu MIH Allegro MIH (China) 31 March 2010 Africa 2008 B.V. 2008 S.A. 2008 B.V. 2008 Mauritius 2008 SARs Outstanding at 1 April 1 580 233 208 927 636 580 398 121 9 039 Granted 1 921 083 617 283 357 856 106 015 2 971 Exercised (82 193) — — (67 595) — Forfeited (116 036) (14 437) (111 140) (3 042) — Outstanding at 31 March 3 303 087 811 773 883 296 433 499 12 010 SARs available to be implemented at 31 March — 39 897 109 095 53 727 1 806 Weighted average exercise price (rand) (US$) (PLN) (euro) (US$) Outstanding at 1 April 69,31 16,00 13,55 38,16 4 847,35 Granted 80,74 10,20 13,55 74,93 9 708,18 Exercised 69,31 — — 38,16 — Forfeited 72,74 13,75 13,55 38,16 — Outstanding at 31 March 75,84 11,63 13,55 47,15 6 049,81 SARs available to be implemented at 31 March — 16,00 13,55 38,16 4 848,20 Weighted average share price of SARs taken up during the year SARs 82 193 — — 67 595 — Weighted average SAR price 82,18 — — 74,93 —
MultiChoice Irdeto Access Gadu-Gadu MIH Allegro MIH (China) 31 March 2009 Africa 2008 B.V. 2008 S.A. 2008 B.V. 2008 Mauritius 2008 SARs Outstanding at 1 April ————— Granted 1 620 756 209 381 668 092 452 881 9 039 Forfeited (40 523) (454) (31 512) (54 760) — Outstanding at 31 March 1 580 233 208 927 636 580 398 121 9 039 SARs available to be implemented at 31 March ————— Weighted average exercise price (rand) (US$) (PLN) (euro) (US$) Outstanding at 1 April ————— Granted 69,31 16,00 13,55 38,16 4 847,35 Forfeited 69,31 16,00 13,55 38,16 — Outstanding at 31 March 69,31 16,00 13,55 38,16 4 847,35 SARs available to be implemented at 31 March ————— Weighted average share price of SARs taken up during the year SARs ————— Weighted average SAR price ————— Naspers Annual Report 2010 177
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39. EQUITY COMPENSATION BENEFITS (continued) Movements in terms of the share appreciation rights plans are as follows: MIH Entriq Cloakware Inc. Investments MIH Ricardo Allegro BV 31 March 2010 2008 B.V. 2008 B.V. 2008 2009 Molotok No1 SARs Outstanding at 1 April 162 699 749 120 1 615 075 — — Granted — — 418 489 78 857 284 226 Exercised — — (39 891) — — Forfeited (17 598) (182 488) (232 133) — — Cancelled (137 750) (566 632) — — — Outstanding at 31 March 7 351 — 1 761 540 78 857 284 226 SARs available to be implemented at 31 March 1 468 — 268 595 — — Weighted average exercise price (US$) (US$) (euro) (euro) (euro) Outstanding at 1 April 7,25 2,22 1,58 — — Granted — — 1,59 74,93 17,80 Exercised — — 1,58 — — Forfeited 7,25 2,22 1,58 — — Cancelled 7,25 2,22——— Outstanding at 31 March 7,25 — 1,58 74,93 17,80 SARs available to be implemented at 31 March 7,25 — 1,58 — — Weighted average share price of SARs taken up during the year SARs — — 39 891 — — Weighted average SAR price — — 1,59 — —
MIH Entriq Cloakware Inc. Investments MIH Ricardo Allegro BV 31 March 2009 2008 B.V. 2008 B.V. 2008 2009 Molotok No1 SARs Outstanding at 1 April — ———— Granted 162 699 749 120 1 792 290 — — Forfeited — — (177 215) — — Outstanding at 31 March 162 699 749 120 1 615 075 — — SARs available to be implemented at 31 March — ———— Weighted average exercise price (US$) (US$) (euro) (euro) (euro) Outstanding at 1 April — ———— Granted 7,25 2,22 1,58 — — Forfeited — — 1,58 — — Outstanding at 31 March 7,25 2,22 1,58 — — SARs available to be implemented at 31 March — ———— Weighted average share price of SARs taken up during the year SARs — ———— Weighted average SAR price — ———— 178 Naspers Annual Report 2010
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39. EQUITY COMPENSATION BENEFITS (continued) Share option allocations outstanding and currently available to be implemented at 31 March 2010 by exercise price: Share options outstanding Share options currently available Weighted average Number remaining Weighted Weighted outstanding contractual average Exercisable average Exercise prices/range at 31 March life exercise at 31 March exercise of exercise prices 2010 (years) price 2010 price Naspers Limited (rand) 10,00 – 20,00 39 835 2,50 18,32 39 835 18,32 20,01 – 25,00 2 592 411 2,51 23,42 2 592 411 23,42 25,01 – 30,00 849 724 2,75 28,85 849 724 28,85 30,01 – 35,00 1 490 854 2,71 30,96 1 490 854 30,96 40,01 – 45,00 11 550 4,20 42,89 11 550 42,89 45,01 – 50,00 100 000 4,44 50,00 100 000 50,00 50,01 – 60,15 8 950 3,72 52,06 8 950 52,06 110,00 – 120,00 191 000 6,35 114,52 63 666 114,52 120,01 – 130,00 9 437 6,44 124,00 – – 130,01 – 145,00 283 640 7,95 138,87 – – 160,01 – 175,00 3 959 142 8,00 167,29 – – 175,01 – 200,00 7 803 242 8,00 180,83 – – 250,01 – 275,00 26 683 9,43 251,00 – – 275,01 – 300,00 10 870 9,91 288,00 – – 17 377 338 131,42 5 156 990 28,19 Media24 Limited (rand) 6,04 49 868 2,12 6,04 49 868 6,04 6,90 11 728 2,67 6,90 11 728 6,90 6,92 396 088 0,72 6,92 396 088 6,92 8,12 37 126 3,84 8,12 37 126 8,12 11,63 113 737 4,52 11,63 113 737 11,63 20,42 28 187 5,46 20,42 13 177 20,42 636 734 8,36 621 724 8,07 Paarl Media Holdings Limited (rand) 4,80 95 700 2,16 4,80 95 700 4,80 11,50 44 000 5,00 11,50 44 000 11,50 139 700 6,91 139 700 6,91 Via Afrika Limited (rand) 5,00 13 172 4,46 5,00 13 172 5,00 MIH Holdings Limited (rand) 6,91 – 20,00 30 191 1,94 14,06 30 191 14,06 20,01 – 40,00 55 965 2,95 25,43 55 965 25,43 40,01 – 60,00 48 569 3,91 41,63 48 569 41,63 80,01 – 100,00 322 0,43 93,26 322 93,26 100,01 – 120,00 89 143 5,45 105,35 39 974 105,35 120,01 – 140,00 323 943 7,43 133,79 23 713 123,99 140,01 – 160,00 255 8,93 146,50 — — 160,01 – 180,00 57 563 8,15 175,68 3 333 175,00 180,01 – 200,00 93 508 7,35 185,91 — — 250,01 – 275,00 154 329 9,43 251,00 — — 300,01 – 320,00 23 509 9,96 304,05 — — 877 297 148,24 202 067 57,58 MIH (Mauritius) Limited (US$) 1,10 – 1,10 8 700 1,88 1,10 8 700 1,10 1,11 – 2,50 23 330 1,70 2,12 23 330 2,12 2,51 – 5,00 25 670 3,37 3,07 25 670 3,07 57 700 2,39 57 700 2,39 Naspers Annual Report 2010 179
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39. EQUITY COMPENSATION BENEFITS (continued) Share option allocations outstanding and currently available to be implemented at 31 March 2010 by exercise price: Share options outstanding Share options currently available Weighted average Number remaining Weighted Weighted outstanding contractual average Exercisable average Exercise prices/range at 31 March life exercise at 31 March exercise of exercise prices 2010 (years) price 2010 price MIH (Mauritius) Limited (rand) 8,19 – 15,00 142 115 1,88 8,19 142 115 8,19 15,01 – 40,00 1 842 925 3,00 24,14 1 842 925 24,14 40,01 – 65,00 565 179 4,21 44,83 565 179 44,83 65,01 – 75,00 9 060 0,17 74,22 9 060 74,22 100,01 – 125,00 998 195 5,93 119,40 578 355 118,93 125,01 – 145,00 1 481 980 7,94 138,91 2 497 144,00 145,01 – 160,00 871 200 8,78 153,18 16 248 145,99 160,01 – 175,00 1 033 058 7,10 174,63 310 007 175,00 175,01 – 190,00 328 889 7,83 179,58 — — 250,01 – 275,00 401 679 9,43 251,17 — — 275,01 – 300,00 434 9,70 292,56 — — 300,01 – 320,00 124 443 9,96 304,05 — — 7 799 157 116,48 3 466 386 56,96 Irdeto Access B.V. (US$) 6,70 243 623 4,24 6,70 243 623 6,70 7,90 99 001 5,50 7,90 61 624 7,90 9,90 95 581 6,47 9,90 31 255 9,90 438 205 7,67 336 502 7,22 MIH China (BVI) Limited (US$) 34,00 2 500 2,90 34,00 2 500 34,00 368,41 4 375 4,19 368,41 4 375 368,41 6 875 246,81 6 875 246,81 2005 MIH China (BVI) Limited (US$) 612,75 12 856 0,50 612,75 12 856 612,75 654,02 309 0,66 654,02 309 654,02 1 434,92 1 024 1,44 1 434,92 680 1 434,92 2 481,05 727 2,24 2 481,05 280 2 481,05 14 916 761,11 14 125 690,27 Entriq (Mauritius) Limited (US$) 0,65 3 752 100 4,96 0,65 3 727 650 0,65 MediaZone Holdings B.V. (US$) 0,82 346 000 6,36 0,82 259 500 0,82 180 Naspers Annual Report 2010
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39. EQUITY COMPENSATION BENEFITS (continued) Share option allocations outstanding and currently available to be implemented at 31 March 2010 by exercise price: Share options outstanding Share options currently available Weighted average Number remaining Weighted Weighted outstanding contractual average Exercisable average Exercise prices/range at 31 March life exercise at 31 March exercise of exercise prices 2010 (years) price 2010 price M-Net Limited (rand) 8,51 – 13,50 31 758 2,94 8,80 31 758 8,80 13,51 – 30,50 16 3,84 16,88 16 16,88 31 774 8,81 31 774 8,81 SuperSport Limited (rand) – 13 052 2,87 — 13 052 — 25,01 – 40,00 15 3,84 28,65 15 28,65 40,01 – 55,00 27 076 3,16 49,53 27 076 49,53 55,01 – 60,00 1 970 — 58,66 1 970 58,66 42 113 34,60 42 113 34,60 MIH India (US$) 0,54 8 000 430 7,51 0,54 3 578 959 0,54 0,57 4 418 821 9,56 0,57 — — 12 419 251 0,55 3 578 959 0,54 MIH Russia (euro) 12,64 237 338 7,19 12,64 94 918 12,64 15,12 492 793 9,99 15,12 — — 730 131 14,31 94 918 12,64 MIH BuscaPé (euro) 15,40 804 295 5,24 15,40 — — Naspers Annual Report 2010 181
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39. EQUITY COMPENSATION BENEFITS (continued) Share appreciation rights allocations outstanding and currently available to be implemented at 31 March 2010 by exercise price: SARs outstanding SARs currently available Weighted average Number remaining Weighted Weighted outstanding contractual average Exercisable average at 31 March life exercise at 31 March exercise Exercise prices 2010 (years) price 2010 price Media24 Limited (rand) 21,40 2 145 854 4,54 21,40 — — 21,55 5 097 360 0,56 21,55 3 225 126 21,55 23,65 828 121 3,44 23,65 — — 24,75 1 056 429 1,61 24,75 352 014 24,75 25,15 938 092 2,50 25,15 — — 10 065 856 22,36 3 577 140 21,86 MultiChoice Africa (Proprietary) Limited (rand) 23,70 1 526 938 0,55 23,70 105 295 23,70 39,87 1 268 020 1,49 39,87 75 627 39,87 58,21 2 154 419 2,31 58,21 — — 4 949 377 42,86 180 922 30,46 M-Net/SuperSport (rand) 9,00 1 670 320 0,54 9,00 246 499 9,00 9,56 1 689 796 1,52 9,56 74 686 9,56 3 360 116 9,28 321 185 9,13 MIH Brazil Holdings B.V. (US$) 42,17 134 537 1,57 42,17 42 313 42,17 47,57 50 482 4,46 47,57 — — 50,39 39 834 3,56 50,39 — — 224 853 44,84 42 313 42,17 Irdeto Access B.V. (US$) 15,20 188 044 2,53 15,20 — — MultiChoice Africa 2008 (rand) 69,31 1 627 751 3,59 69,31 — — 82,18 1 675 336 4,43 82,18 — — 3 303 087 75,84 — — Irdeto Access B.V. 2008 (US$) 10,20 611 689 4,53 10,20 — — 16,00 200 084 3,52 16,00 39 897 16,00 811 773 11,63 39 897 16,00 182 Naspers Annual Report 2010
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39. EQUITY COMPENSATION BENEFITS (continued) Share appreciation rights allocations outstanding and currently available to be implemented at 31 March 2010 by exercise price: SARs outstanding SARs currently available Weighted average Number remaining Weighted Weighted outstanding contractual average Exercisable average at 31 March life exercise at 31 March exercise Exercise prices 2010 (years) price 2010 price Gadu-Gadu S.A. 2008 (PLN) 13,55 883 296 3,79 13,55 109 095 13,55 MIH Allegro B.V. 2008 (euro) 38,16 327 484 3,41 38,16 53 727 38,16 74,93 106 015 4,50 74,93 — — 433 499 47,15 53 727 38,16 MIH (China) Mauritius 2008 (US$) 3 352,92 134 3,83 3 352,92 26 3 352,92 3 809,17 937 3,97 3 809,17 187 3 809,17 4 994,57 7 968 3,52 4 994,57 1 593 4 994,57 9 344,20 2 648 4,46 9 344,20 — — 12 692,10 323 5,00 12 692,10 — — 12 010 6 049,81 1 806 4 848,20 Cloakware Inc. 2008 (US$) 7,25 7 351 3,35 7,25 1 468 7,25 MIH Ricardo B.V. 2008 (euro) 1,58 1 343 051 3,43 1,58 268 595 1,58 1,59 418 489 4,48 1,59 — — 1 761 540 1,58 268 595 1,58 Allegro B.V. 2009 (euro) 74,93 78 857 4,63 74,93 — — Molotok No1 (euro) 17,80 284 226 4,99 17,80 — — Naspers Annual Report 2010 183
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39. EQUITY COMPENSATION BENEFITS (continued) Share trust incentive plans grants made during the year: MIH MIH Naspers Holdings (Mauritius) MIH MIH MIH Limited Limited Limited India Russia BuscaPé 31 March 2010 (rand) (rand) (rand) (US$) (euro) (euro) Weighted average fair value at measurement date 124,49 115,76 118,52 0,30 6,79 6,71 This weighted average fair value has been calculated using the Bermudan binomial option-pricing model, using the following inputs and assumptions: Weighted average share price 261,71 257,82 254,64 0,57 15,12 15,40 Weighted average exercise price 261,71 257,82 254,64 0,57 15,12 15,40 Weighted average expected volatility (%) * 37,2 38,4 37,8 51,6 44,5 47,9 Weighted average option life (years) 10,0 10,0 10,0 10,0 10,0 5,3 Weighted average dividend yield (%) 1,31,31,2——— Weighted average risk-free interest rate (%) (based on zero rate bond yield at perfect fit) 8,6 8,6 8,6 3,7 3,5 2,5 Weighted average annual suboptimal rate (%) 93,3 216,0 125,6 90,0 150,0 248,0 Weighted average vesting period (years) 4,0 4,0 4,0 3,0 3,0 4,0 31 March 2009 Weighted average fair value at measurement date 89,89 81,03 84,44 0,31 — — This weighted average fair value has been calculated using the Bermudan binomial option-pricing model, using the following inputs and assumptions: Weighted average share price 174,38 176,01 158,73 0,54 — — Weighted average exercise price 174,38 176,01 158,73 0,54 — — Weighted average expected volatility (%) * 34,5 34,5 42,5 56,8 — — Weighted average option life (years) 10,0 9,7 10,0 10,0 — — Weighted average dividend yield (%) 0,90,90,9——— Weighted average risk-free interest rate (%) (based on zero rate bond yield at perfect fit) 10,3 9,4 8,7 3,8 — — Weighted average annual suboptimal rate (%) 93,3 210,5 125,6 90,0 — — Weighted average vesting period (years) 4,0 4,0 4,0 3,0 — — Various early exercise expectations were calculated based on historical exercise behaviours. *The weighted average expected volatility of all share option grants listed above is determined using historical daily share prices except for the MIH India, MIH Russia and MIH BuscaPé plans where historical annual company valuations are used. 184 Naspers Annual Report 2010
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39. EQUITY COMPENSATION BENEFITS (continued) Share appreciation rights plans grants made during the year: Multi- Irdeto MIH MIH Choice Access Gadu-Gadu Allegro Media24 Brazil Africa 2008 B.V. 2008 S.A. 2008 B.V. 2008 31 March 2010 (rand) (US$) (rand) (US$) (PLN) (euro) Weighted average fair value at measurement date 6,66 22,60 34,06 3,43 5,39 29,21 This weighted average fair value has been calculated using the Bermudan binomial option-pricing model, using the following inputs and assumptions: Weighted average SAR price 21,40 47,77 80,74 10,21 13,55 73,72 Weighted average exercise price 21,40 47,77 80,74 10,21 13,55 73,72 Weighted average expected volatility (%) * 7,6 40,0 34,4 23,1 48,2 48,3 Weighted average option life (years) 5,0 5,0 5,0 5,0 5,0 5,0 Weighted average risk-free interest rate (%) (based on zero rate bond yield at perfect fit) 8,3 8,4 8,2 8,2 2,7 2,6 Weighted average annual suboptimal rate (%) 168,9 93,3 293,8 114,5 248,0 248,0 Weighted average vesting period (years) 4,0 4,0 4,0 3,0 3,0 3,0 31 March 2009 Weighted average fair value at measurement date 8,14 18,40 30,44 3,02 6,31 14,15 This weighted average fair value has been calculated using the Bermudan binomial option-pricing model, using the following inputs and assumptions: Weighted average SAR price 23,65 50,39 69,31 16,00 13,55 38,16 Weighted average exercise price 23,65 50,39 69,31 16,00 13,55 38,16 Weighted average expected volatility (%) * 7,6 34,5 34,9 12,5 56,5 41,3 Weighted average option life (years) 5,0 5,0 5,0 5,0 5,0 5,0 Weighted average risk-free interest rate (%) (based on zero rate bond yield at perfect fit) 9,4 4,0 9,0 4,0 4,4 4,3 Weighted average annual suboptimal rate (%) 168,9 93,3 293,8 114,5 248,0 248,0 Weighted average vesting period (years) 4,0 4,0 4,0 3,0 3,0 3,0 Various early exercise expectations were calculated based on historical exercise behaviours. *The weighted average expected volatility of all SAR grants listed above is determined using historical annual company valuations. Naspers Annual Report 2010 185
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39. EQUITY COMPENSATION BENEFITS (continued) Share appreciation rights plans grants made during the year: MIH (China) MIH Entriq MIH MIH Mauritius Cloakware Investments Ricardo Allegro Molotok 2008 Inc. 2008 B.V. 2008 B.V. 2008 2009 No1 31 March 2010 (US$) (US$) (US$) (euro) (euro) (euro) Weighted average fair value at measurement date 3 619,51 — — 0,65 27,60 6,24 This weighted average fair value has been calculated using the Bermudan binomial option-pricing model, using the following inputs and assumptions: Weighted average SAR price 8 293,80 — — 1,59 74,93 17,80 Weighted average exercise price 8 293,80 — — 1,59 74,93 17,80 Weighted average expected volatility (%) * 56,6 — — 48,2 43,9 36,5 Weighted average option life (years) 5,0 — — 5,0 5,0 5,0 Weighted average risk-free interest rate (%) (based on zero rate bond yield at perfect fit) 1,7 — — 2,7 2,6 2,3 Weighted average annual suboptimal rate (%) 171,0 — — 169,0 248,0 100,0 Weighted average vesting period (years) 3,0 — — 3,0 3,0 4,0 31 March 2009 Weighted average fair value at measurement date 2 309,57 2,55 0,44 0,60 — — This weighted average fair value has been calculated using the Bermudan binomial option-pricing model, using the following inputs and assumptions: Weighted average SAR price 4 967,42 7,25 2,22 1,58 — — Weighted average exercise price 4 967,42 7,25 2,22 1,58 — — Weighted average expected volatility (%) * 57,1 36,6 14,2 41,0 — — Weighted average option life (years) 5,0 5,0 5,0 5,0 — — Weighted average risk-free interest rate (%) (based on zero rate bond yield at perfect fit) 2,6 3,5 4,0 4,3 — — Weighted average annual suboptimal rate (%) 169,0 77,0 114,5 169,0 — — Weighted average vesting period (years) 3,0 3,0 3,0 3,0 — — Various early exercise expectations were calculated based on historical exercise behaviours. *The weighted average expected volatility of all SAR grants listed above is determined using historical annual company valuations, except for the MIH (China) Mauritius 2008 plan where historical daily share prices are used. 31 March 31 March 2010 2009 Share-based payment liability R’m R’m Total carrying amount of cash-settled share-based payment liability 29 82 Total intrinsic value of liability for vested benefits 22 47 186 Naspers Annual Report 2010
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kgCOMPANY STATEMENT OF FINANCIAL POSITION AT 31 MARCH 2010
31 March 31 March 2010 2009 Notes R’m R’m
ASSETS Non-current assets 24 994 24 110 Investments in subsidiaries 2 5 453 5 453 Loans to subsidiaries 3 19 069 17 917 Property, plant and equipment 4 2 2 Investments and loans 5 372 655 Deferred taxation 7 98 83 Current assets 1 470 2 823 Current portion of long-term loans 3 1 245 1 041 Other receivables 8 28 41 Cash and cash equivalents 197 1 741 TOTAL ASSETS 26 464 26 933
EQUITY AND LIABILITIES Shareholders’ equity 26 417 26 886 Share capital and premium 9 17 222 16 788 Other non-distributable reserves 1 636 1 477 Retained earnings 7 559 8 621 Non-current liabilities 3 2 Post-retirement medical liability 10 3 2 Current liabilities 44 45 Amounts owing in respect of investments acquired 11 14 18 Accrued expenses and other current liabilities 12 24 27 Taxation 6 — TOTAL EQUITY AND LIABILITIES 26 464 26 933 The accompanying notes are an integral part of these company annual financial statements.
kgCOMPANY INCOME STATEMENT FOR THE YEAR ENDED 31 MARCH 2010
31 March 31 March 2010 2009 Notes R’m R’m Revenue — — Selling, general and administration expenses 14 (247) (228) Other (losses)/gains – net 13 (190) 142 Operating loss (437) (86) Interest received 15 160 350 Other finance income/(costs) – net 15 38 79 (Loss)/profit before taxation (239) 343 Taxation 16 (22) (92) (Loss)/profit for the year (261) 251 Attributable to: Equity holders of the company (261) 251 Minority interest — — (261) 251 The accompanying notes are an integral part of these company annual financial statements. Naspers Annual Report 2010 187
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kgCOMPANY STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2010
31 March 31 March 2010 2009 R’m R’m (Loss)/profit for the year (261) 251 Total comprehensive income for the year (261) 251 Attributable to: Equity holders of the company (261) 251 Minority interest — — (261) 251 The accompanying notes are an integral part of these company annual financial statements.
kgCOMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2010
Share-based Share capital compen- and premium sation Valuation Retained A shares N shares reserve reserve earnings Total R’m R’m R’m R’m R’m R’m Balance at 1 April 2008 14 16 603 23 1 296 9 064 27 000 Total comprehensive income for the year — — — — 251 251 Share capital issued — 159 — — — 159 Treasury shares movement — 14 — — — 14 Share-based compensation movements — (2) 158 — — 156 Dividends — — — — (694) (694) Balance at 31 March 2009 14 16 774 181 1 296 8 621 26 886
Balance at 1 April 2009 14 16 774 181 1 296 8 621 26 886 Total comprehensive income for the year — — — — (261) (261) Share capital issued — 434 — — — 434 Share-based compensation movements —— 159——159 Dividends — — — — (801) (801) Balance at 31 March 2010 14 17 208 340 1 296 7 559 26 417 The accompanying notes are an integral part of these company annual financial statements. 188 Naspers Annual Report 2010
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kgCOMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2010
31 March 31 March 2010 2009 Note R’m R’m
Cash flows from operating activities Cash utilised in operations 17 (64) (61) Finance income/(costs) – net 150 350 Taxation paid (30) (127) Net cash from operating activities 56 162
Cash flows from financing activities Loans granted to subsidiaries (824) (492) Proceeds from share issue 7 17 Preference dividends received 20 20 Dividend paid by holding company (794) (688) Net cash utilised in financing activities (1 591) (1 143)
Net decrease in cash and cash equivalents (1 535) (981) Forex translation adjustments on cash and cash equivalents (9) 6 Cash and cash equivalents at beginning of the year 1 741 2 716 Cash and cash equivalents at end of the year 197 1 741 The accompanying notes are an integral part of these company annual financial statements. Naspers Annual Report 2010 189
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kgNOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS
1. PRINCIPAL ACCOUNTING POLICIES The annual financial statements of the company are presented in accordance with, and comply with, International Financial Reporting Standards (“IFRS”) and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations issued and effective at the time of preparing these financial statements. The accounting policies for the holding company are the same as those of the group, where applicable (refer to note 2 of the consolidated financial statements). Investments in subsidiaries are accounted for in the company’s financial statements at cost.
2. INVESTMENTS IN SUBSIDIARIES The following information relates to Naspers Limited’s direct interest in its significant subsidiaries: Name of Functional Effective percentage Direct investment Country of subsidiary currency interest* in shares Nature of business incorporation 2010 2009 2010 2009 % % R’m R’m Media24 Holdings (Proprietary) Limited ZAR 85,0 85,0 1 1 Investment holding South Africa Heemstede Beleggings (Proprietary) Limited ZAR 100,0 100,0 — — Investment holding South Africa MIH Holdings Limited ZAR 100,0 100,0 5 452 5 452 Investment holding South Africa Naspers Properties (Proprietary) Limited ZAR 100,0 100,0 — — Properties holding South Africa Intelprop (Proprietary) Limited ZAR 100,0 100,0 — — Investment holding South Africa 5 453 5 453 * The effective percentage interest shown is the effective financial interest, after adjusting for the interests of any equity compensation plans treated as treasury shares. 31 March 31 March 2010 2009 R’m R’m 3. LOANS TO SUBSIDIARIES Media24 Limited 1 245 1 041 MIH Holdings Limited group 18 712 17 851 Naspers Properties (Proprietary) Limited 298 — Intelprop (Proprietary) Limited 59 66 20 314 18 958 Less: Current portion (1 245) (1 041) 19 069 17 917 The loans to subsidiary companies do not have any fixed repayment terms except for the Media24 Limited loan, which is payable on demand. All the loans to subsidiary companies at 31 March 2010 are interest free, except for R750m (2009: R650m) of the Media24 Limited loan account bearing interest at a rate of prime less 3% and R198m (2009: Rnil) of the Naspers Properties loan account bearing interest at a rate of prime less 0,75% . For the year ended 31 March 2010 Naspers Limited subordinated R300m (2009: R300m) of the R1 245m (2009: R1 041m) loan to Media24, for the benefit of other current and future creditors of Media24 Limited. 190 Naspers Annual Report 2010
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31 March Office Total Total equipment 2010 2009 R’m R’m R’m
4. PROPERTY, PLANT AND EQUIPMENT Cost Opening balance 2 2 — Acquisitions — — 2 Closing balance 2 2 2 Net book value 2 2 2
31 March 31 March 2010 2009 R’m R’m
5. INVESTMENTS AND LOANS Loans and receivables Welkom Yizani preference shares 392 694 Less: Short-term accrued dividends on preference shares (20) (39) Long-term portion of loans and receivables 372 655 The Welkom Yizani BEE transaction was refinanced during the year ended 31 March 2010. Welkom Yizani redeemed 21,1 million preference shares at a nominal value and the company waived R119m of accumulated preference dividends as part of the transaction. The total refinancing charge of R330m is included in “Other gains/(losses) – net” in the income statement. The preference dividend rate was reduced from 75% to 65% of the prime interest rate from December 2009. See note 7 in the consolidated financial statements for further details concerning this investment.
6. RELATED-PARTY TRANSACTIONS AND BALANCES Loans and interest For details on related party loans, interest and dividends received refer to notes 3, 12, 13 and 15. 31 March 31 March 2010 2009 R’000 R’000 Directors’ emoluments Executive directors Remuneration for other services paid by subsidiary companies 6 235 2 061 Non-executive directors Fees for services as directors 6 409 5 432 Fees for services as directors of subsidiary companies 5 247 4 767 17 891 12 260 Refer to note 13 of the consolidated financial statements for disclosure on executive director remuneration. Naspers Annual Report 2010 191
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7. DEFERRED TAXATION The company created a deferred taxation asset of R96m (2009: R81m) on unutilised secondary tax on companies (“STC”) credits. The unutilised STC credits amounted to R2,4bn on 31 March 2010 (2009: R3,2bn). Management recorded a valuation allowance of R1,4bn (2009: R2,4bn) against the unutilised STC credits on 31 March 2010 as it is not expected that all the unutilised credits will realise. See note 16 of the consolidated financial statements for management’s assumptions, which are based on changes relating to STC legislation. 1 April Charged to 31 March 2009 income 2010 R’m R’m R’m Deferred taxation balances Provisions and other current liabilities 2 1 3 STC credits 81 15 96 Prepaid expenses — (1) (1) 83 15 98 31 March 31 March 2010 2009 R’m R’m
8. OTHER RECEIVABLES Accrued Welkom Yizani preference dividends 20 39 Other receivables 8 2 28 41
9. SHARE CAPITAL AND PREMIUM Authorised 1 250 000 A ordinary shares of R20 each 25 25 500 000 000 N ordinary shares of 2 cents each 10 10 35 35 Issued 712 131 A ordinary shares of R20 each 14 14 405 885 411 N ordinary shares of 2 cents each (2009: 404 305 411) 8 8 22 22 Share premium 19 018 18 585 19 040 18 607 Less: 17 423 134 N ordinary shares held as treasury shares (2009: 17 570 915 N ordinary shares) (1 818) (1 819) 17 222 16 788 192 Naspers Annual Report 2010
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2010 2009 Number of Number of N shares N shares
9. SHARE CAPITAL AND PREMIUM (continued) Movement in N ordinary shares in issue during the year Shares in issue at 1 April 404 305 411 403 309 411 Shares issued to share incentive trusts 1 580 000 996 000 Shares in issue at 31 March 405 885 411 404 305 411 Movement in N ordinary shares held as treasury shares during the year Shares held as treasury shares at 1 April 17 570 915 18 168 780 Shares issued to the Naspers equity compensation plan 28 000 30 000 Shares acquired by participants from the Naspers equity compensation plan (175 781) (627 865) Shares held as treasury shares at 31 March 17 423 134 17 570 915 Voting and dividend rights The A ordinary shareholders are entitled to 1 000 votes per share and shall be entitled to nominal dividends as determined from time to time by the board of directors, but always limited to one-fifth of the dividend to which N ordinary shareholders are entitled. The A ordinary shareholders do not have a right to receive a dividend when dividends are declared to N ordinary shareholders, although a dividend to A ordinary shareholders could be proposed by the board. In respect of all other rights, the A ordinary shares rank pari passu with the N ordinary shares of the company. 31 March 31 March 2010 2009 R’m R’m Share premium Opening balance at 1 April 18 585 18 426 Share premium on share issues 433 159 Balance at 31 March 19 018 18 585 Capital management and valuation reserve See notes 14 and 15 of the consolidated financial statements for the group’s capital management policy and more details regarding the nature of the valuation reserve.
10. POST-RETIREMENT MEDICAL LIABILITY The company operates a post-retirement medical benefit scheme. The obligation of the company to pay medical aid contributions after retirement is no longer part of the conditions of employment for new employees. A number of pensioners, however, remain entitled to this benefit. The company provides for post-retirement medical aid benefits on the accrual basis determined each year by an independent actuary. The directors are confident that adequate provision has been made for future liabilities. 31 March 31 March 2010 2009 R’m R’m Balance at 1 April 2 2 Provisions charged to income statement 1 — Balance at 31 March 3 2 Refer to note 17 of the consolidated financial statements for additional information including the actuarial assumptions. Naspers Annual Report 2010 193
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11. AMOUNTS OWING IN RESPECT OF INVESTMENTS ACQUIRED On 24 March 2004 the last conditions precedent relating to schemes of arrangement under section 311 of the South African Companies Act, 1973, were satisfied, in terms of which Naspers Limited acquired an additional 19,62% financial interest in Electronic Media Network Limited and SuperSport International Holdings Limited respectively (which was sold to MultiChoice Africa (Proprietary) Limited during 2005). An amount of R816m was due to minority shareholders on 31 March 2004. Some of these minority shareholders have not surrendered their share certificates and claimed payment for their shares, therefore an amount of R14m was still outstanding as at 31 March 2010 (2009: R18m). 31 March 31 March 2010 2009 R’m R’m
12. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses 12 9 Related party creditors — 8 Bonus accrual 4 3 Other current liabilities 8 7 24 27
13. OTHER (LOSSES)/GAINS – NET Subsidiaries Dividends – unlisted shares 140 140 Welkom Yizani refinancing (330) — Other investments Profit on the sale of property, plant and equipment — 2 Total other (losses)/gains – net (190) 142 Refer to note 5 for information on the refinancing of the Welkom Yizani black economic empowerment scheme.
14. EXPENSES BY NATURE Operating profit includes the following items: Staff costs As at 31 March 2010 the company had 21 (2009: 12) permanent employees. The total cost of employment of all employees was as follows: Salaries, wages, bonuses, retirement benefit costs, medical aid fund contributions, post-retirement benefits and training costs 15 10 Share-based compensation charges 159 158 Total staff costs 174 168
Fees paid to non-employees for administration, management and technical services 67 57
Auditor’s remuneration Audit fees 3 3 All other fees 3 — 6 3 194 Naspers Annual Report 2010
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31 March 31 March 2010 2009 R’m R’m
15. FINANCE INCOME/(COSTS) – NET Interest received Loans and bank accounts 91 292 Subsidiaries 69 58 160 350
Other finance income/(costs) – net Net (loss)/profit from foreign exchange translation of assets (9) 6 Preference dividends (BEE structures) 47 73 38 79
Finance income/(costs) – net 198 429
16. TAXATION Normal taxation South Africa Current year 36 91 Prior year underprovision — 9 Income taxation for the year 36 100 Deferred taxation (14) (8) Current year (11) (8) Prior year (3) —
Total taxation per income statement 22 92
Reconciliation of taxation Taxation at statutory rates (67) 96 Adjusted for: Non-deductible expenses 156 55 Non-taxable income (53) (60) Prior year adjustments (3) 9 Other taxes (11) (8) Taxation provided in income statement 22 92
17. CASH UTILISED IN OPERATIONS (Loss)/profit before tax per income statement (239) 343 Adjustments: – Non-cash and other 188 (383) Welkom Yizani refinancing 330 — Expenses paid by subsidiary 37 29 Finance income/(costs) – net (199) (429) Investment income (140) (140) Share-based compensation charges 159 158 Other 1 (1) – Working capital (13) (21) Cash movement in trade and other receivables (8) (2) Cash movement in payables, provisions and accruals (5) (19)
Cash utilised in operations (64) (61) Naspers Annual Report 2010 195
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18. FINANCIAL RISK MANAGEMENT Foreign exchange risk See note 37 of the consolidated financial statements for the group’s risks. Foreign currency sensitivity analysis The company’s presentation currency is the South African rand, but as it operates internationally, it is exposed to the US dollar and the euro. The sensitivity analysis below details the company’s sensitivity to a 10% decrease (2009: 10% decrease) in the rand against the US dollar and the euro. These percentage decreases represent management’s assessment of the possible changes in the foreign exchange rates at the respective year-ends. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period-end for the above percentage change in foreign currency rates. A 10% decrease (2009: 10% decrease) of the rand against the US dollar and the euro would result in a profit after tax of R2m (2009: R4m profit after tax). Credit risk Refer to note 37 of the consolidated financial statements for the group’s credit risks. The maximum amount of credit risk related to financial assets that the company is exposed to, is R20,9bn (2009: R21,4bn), and has been calculated as follows: 31 March 31 March 2010 2009 R’m R’m Loans to subsidiaries 20 314 18 958 Investments and loans 372 655 Other receivables 20 39 Cash and cash equivalents 197 1 741 20 903 21 393 The company has guaranteed various revolving credit facilities of R12,3bn (2009: R9,5bn) in MIH B.V. of which the undrawn balance is available to fund future investments. The guarantees have also been disclosed as part of the company’s liquidity risk below. Liquidity risk Refer to note 37 of the consolidated financial statements for the group’s liquidity risks. The following analysis details the company’s remaining contractual maturity for its non-derivative financial liabilities. The analysis is based on the undiscounted cash flows of financial liabilities based on the earliest date at which the company can be required to pay. The analysis includes both interest and principal cash flows. Carrying Contractual amount cash flows 0 – 12 months R’m R’m R’m 31 March 2010 Non-derivative financial liabilities – Amount owing in respect of investments acquired 14 14 14 – Accrued expenses and other current liabilities 19 19 19 – Financial guarantees — 12 277 12 277 31 March 2009 Non-derivative financial liabilities – Amounts owing in respect of investments acquired 18 18 18 – Accrued expenses and other current liabilities 23 23 23 Interest rate risk See note 37 of the consolidated financial statements for the group policy. 196 Naspers Annual Report 2010
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kgNOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS continued
18. FINANCIAL RISK MANAGEMENT (continued) Interest rate sensitivity analysis The sensitivity analysis below has been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the statement of financial position date and the stipulated change taking place at the beginning of the next financial year and held constant throughout the reporting period in the case of instruments that have floating rates. The company is mainly exposed to interest rate fluctuations of the South African, American and European repo rates. The following changes in the repo rates represent management’s assessment of the possible change in interest rates at the respective year-ends: kg South African repo rate: increases by 100 basis points (2009: decreases by 100 basis points) kg American and European repo rates: increases by 100 basis points each (2009: decreases by 100 basis points each). If interest rates change as stipulated above and all other variables were held constant, specifically foreign exchange rates, the company’s profit after tax for the year ended 31 March 2010 would increase by R11m (2009: decrease by R22m). 19. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair values together with the carrying values, net gains and losses recognised in profit and loss, total interest income, total interest expense and impairment of each class of financial instrument are as follows: Net (losses)/ gains recognised Total Carrying in profit interest value Fair value and loss Refinancing income R’m R’m R’m R’m R’m 31 March 2010 Assets Loans to subsidiaries 20 314 20 314 — — 69 Investments and loans 372 372 — (330) 47 Other receivables 2020——— Cash and cash equivalents 197 197 (9) — 92 Total 20 903 20 903 (9) (330) 208 Liabilities Amount owing in respect of investments acquired 1414——— Accrued expenses and other current liabilities 1919——— Total 33 33 — — — 31 March 2009 Assets Loans to subsidiaries 18 958 18 958 — — 59 Investments and loans 655 655 — — 73 Other receivables 39 39——— Cash and cash equivalents 1 741 1 741 6 — 292 Total 21 393 21 393 6 — 424 Liabilities Amounts owing in respect of investments acquired 18 18——— Accrued expenses and other current liabilities 23 23——— Total 4141——— Refer to note 38 of the consolidated financial statements for details regarding the calculation of the fair values of financial instruments.
20. EQUITY COMPENSATION BENEFITS Please refer to note 39 of the consolidated financial statements for details regarding the Naspers Limited share incentive plan. 198 Naspers Annual Report 2010
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kgNOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the ninety-sixth annual general meeting of Naspers Limited (”the company” or “Naspers”) will be held on the 18th floor of Naspers Centre, 40 Heerengracht in Cape Town, South Africa, on Friday, 27 August 2010 at 11:15. The following resolutions will be considered and, if approved, be adopted with or without amendment:
ORDINARY RESOLUTIONS 1. The financial statements of the company and the group for the twelve (12) months ended 31 March 2010 and the reports of the directors and the auditor to be considered and accepted.
2. The confirmation of dividends in relation to the N ordinary and A ordinary shares of the company.
3. The approval of the remuneration of the non-executive directors for the year ended 31 March 2010 and 31 March 2011 as follows:
Naspers board and committee fees 31 March 2010 31 March 2011 Board Chair* R1 887 000 R2 011 400 Board member R354 000 R378 800 Committees kgAudit: chair R270 000 R270 000 member R135 000 R135 000 kgRisk:** chair R120 000 member R60 000 kgHuman resources: chair R132 000 R140 000 member R66 000 R70 000 kgNomination: chair R48 000 R50 000 member R24 000 R25 000
* The chair of the board does not receive additional remuneration if he/she is a member of or chairs any subcommittee of the board. ** The risk committee was formed on 30 April 2010.
4. To reappoint the firm PricewaterhouseCoopers Inc. as independent registered auditor of the company (noting that Mr A Wentzel is the individual registered auditor of that firm who will undertake the audit) for the period until the next annual general meeting of the company.
5. To approve the appointment of Prof D Meyer who was appointed as a director with effect from 25 November 2009. Her abridged curriculum vitae appears on page 67 of the annual report.
6. To elect Messrs T Vosloo, N P van Heerden, H S S Willemse and L N Jonker, who retire by rotation and, being eligible, offer themselves for re-election. Their abridged curricula vitae appear on pages 66 and 69 of the annual report.
The board unanimously recommends that the appointments and re-election of directors in terms of resolutions 5 and 6 be approved by the shareholders of the company. The re-election of each director will be carried out in separate ordinary resolutions. Naspers Annual Report 2010 199
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7. To place the authorised but unissued share capital of the company under the control of the directors and to grant, until the conclusion of the next annual general meeting of the company, an unconditional general authority to the directors to allot and issue at their discretion (but subject to the provisions of section 221 of the Companies Act, No 61 of 1973, as amended (”the Act”), and the requirements of the JSE Limited (“the JSE”) and any other exchange on which the shares of the company may be quoted or listed from time to time) the unissued shares of the company on such terms and conditions and to such persons, whether they be shareholders or not, as the directors at their discretion deem fit.
8. Subject to a minimum of 75% of the votes of shareholders of the company present in person or by proxy at the annual general meeting and entitled to vote, voting in favour thereof, the directors be authorised and are hereby authorised to issue unissued shares of a class of shares already in issue in the capital of the company for cash as and when the opportunity arises, subject to the requirements of the JSE, including the following:
kg this authority shall not endure beyond the earlier of the next annual general meeting of the company or beyond fifteen (15) months from the date of the meeting
kg that a paid press announcement giving full details, including the impact on the net asset value and earnings per share, will be published at the time of any issue representing, on a cumulative basis within one year, 5% or more of the number of shares of that class in issue prior to the issue
kg the aggregate issue of any particular class of shares in any financial year will not exceed 5% of the issued number of that class of shares (including securities which are compulsorily convertible into shares of that class)
kg that in determining the price at which an issue of shares will be made in terms of this authority, the discount at which the shares may be issued may not exceed 10% of the weighted average traded price of the shares in question, as determined over the thirty (30) business days prior to the date that the price of the issue is determined, and
kg that the shares will only be issued to “public shareholders” as defined in the Listings Requirements of the JSE, and not to related parties. 9. To consider and, if deemed fit, to pass with or without modification the following ordinary resolution: “Resolved that proposed amendments to the trust deed of the Naspers Share Incentive Scheme, Masters reference IT 4713/97 prescribed by Schedule 14 of the JSE Listings Requirements be approved.” The Naspers Share Incentive Scheme (“the scheme”) was adopted by shareholders of Naspers during 1997. The terms of the trust deed of the scheme must be amended to comply with Schedule 14 of the JSE Listings Requirements which took effect on 15 October 2008. The principal terms of the scheme as amended are as follows: (a) a person in the permanent employ of the group (being Naspers, its subsidiaries and other entities in which Naspers has a substantial interest, whether directly or indirectly which has been approved by the directors of Naspers to form part of the group), may participate in the scheme. Such persons include any officers or executive directors of the group, a person who has concluded a fixed term contract with an entity within the group, as well as an employee who has retired and in respect of whom the trustees of the scheme have exercised their discretion in terms whereof the retired employee is still entitled to remain as participant under the scheme; 200 Naspers Annual Report 2010
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(b) offers made or options granted under the scheme to eligible participants to acquire shares in Naspers are exercisable over a period of 10 years following the date of the acceptance of an offer or option; (c) eligible participants will acquire shares in Naspers for a consideration equivalent to the nominal value or the market price (whichever is the higher) of a share which may, in the discretion of the trustees, be adjusted upwards for inflation, having regard to the period over which the purchase price will be payable; (d) the trustees of the scheme will only acquire shares for the scheme when a participant or group of participants to whom the shares will be offered have been formally identified by the trustees; (e) shares held by the trustees may only be sold on the termination of the employment of or on the death of a participant or on behalf of a participant, once the rights of ownership have vested; (f) when granting or making options or offers to employees, the trustees shall take cognisance of the criteria set by the company’s human resources and remuneration committee from time; (g) a participant shall be entitled to receive delivery of shares pursuant to the exercise of an option or acceptance of an offer after release of such shares by the trustees and against payment by the participant of all monies owing to the trust in respect of such shares; (h) payment for shares acquired under the scheme must be made in full after the release and against the delivery of the shares or by means of a scheme loan; (i) ownership of shares held by the trust shall remain with the trust until such time as the shares are delivered to the participant. Prior to such delivery the trust, as owner of the shares, shall take up any rights in terms of rights or capitalisation issues or a share capital reduction, receive all dividends paid in respect of the shares, exercise voting rights in respect of the shares and generally exercise all rights that inure to the owner of the shares; (j) upon the termination of the employment of a participant by reason of death, permanent disability or takeover of the company, all amounts owing by the participant in respect of the purchase of shares by him/her, must be paid within 12 months of the date of termination of employment, unless the trustees in their exclusive discretion lay down a different period. Upon termination for any other reason than those mentioned, any purchase of shares will, unless the trustees in their exclusive discretion decide otherwise, be cancelled to the extent that shares sold to the participant have not yet been released, with the result that any amounts, (except for interest levied on a scheme loan if applicable), already paid for such shares by the participant, will be repaid to the participant and the participant will enjoy no further rights in terms of the scheme; (k) the directors may place unissued shares in the share capital of Naspers at the disposal of the trustees for allocation to participants in terms of this trust. The maximum number of shares available for fresh allocation after 27 August 2010 to participants under this scheme and any other share incentive scheme of Naspers or any direct or indirect subsidiary of Naspers is 40 588 541 shares which number will increase by virtue of any subdivision of shares or decrease by virtue of any consolidation of shares, as the case may be. This maximum number may also be increased with the prior approval by ordinary resolution of the equity security holders of Naspers, such resolution to require a 75% majority of the votes cast in favour of such resolution by all equity security holders present or represented by proxy at the general meeting to approve such resolution excluding the votes attaching to all equity securities owned or controlled by persons who are existing participants in the scheme where such equity securities were acquired in terms of the scheme and may be impacted by the proposed changes; Naspers Annual Report 2010 201
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(l) more than one option or offer may be granted or made to an employee from time to time, provided that the number of scheme shares to which any single participant is entitled in terms of this scheme, shall not exceed 12 176 562 shares; (m) the maximum number of shares contemplated in (k) and (l) may be adjusted on a capitalisation issue, a special dividend, a rights issue, a reduction of capital and where shares are subdivided or consolidated, and the purchase price payable in respect thereof (where applicable) must be adjusted, so as to ensure that the participant remains entitled to the same proportion of the issued share capital of Naspers to which he/she was entitled prior to the occurrence of the event in question; (n) the issue of shares as consideration for the acquisition of assets, the issue of shares for cash or a vendor consideration placing will not be regarded as circumstances requiring adjustments; (o) certain provisions of the trust deed may only be amended by way of an ordinary resolution of shareholders (requiring a 75% majority of the vote cast in favour of such resolution). These are the provisions which relate to (i) the categories of persons to which or for whose benefit scheme shares may be bought or issued in terms of the scheme (ii) the calculation of the total number of shares which may be acquired for the purpose of or pursuant to this scheme (iii) the maximum number of options and scheme shares which may be acquired by any participant (iv) the share price and the time period within which payment of the purchase price must be made (v) the amount payable on acceptance or exercise, as the case may be (vi) the voting, dividend, transfer and other rights, including those arising on a liquidation of Naspers attaching to the shares and to any options (vii) the basis upon which any awards are made (viii) the treatment of any options (vested and unvested) in instances of mergers, take-overs or corporate actions and (ix) the rights of participants upon termination of employment or retirement or death insofar as it relates to the premature withdrawal from the scheme. The trust deed of the Naspers Share Incentive Scheme in its amended form will be available for inspection by shareholders during normal business hours at Naspers’s registered address, 40 Heerengracht, Cape Town, 8000 (contact person Denise Vos) and in Johannesburg at 251 Oak Avenue, Randburg, 2194 (contact person Gillian Kisbey-Green) for a period of 14 days prior to the date of this annual general meeting. The amendment of the terms of the scheme must be approved by ordinary resolution requiring a 75% majority of the votes cast in favour of such resolution by all shareholders present or represented by proxy at the annual general meeting. Votes attaching to equity securities owned or controlled by persons who are existing participants in the scheme and which have been acquired in terms of the scheme and may be impacted by the changes will be excluded from the vote. 10. Details of the Naspers group share-based incentive schemes currently in existence can be found in this annual report. (The Naspers Share Incentive Scheme referred to in the previous ordinary resolution, the other existing Naspers group share-based incentive schemes and such Naspers group share-based schemes that are established in future are hereafter collectively referred to as ‘Naspers group share-based incentive schemes’.) 202 Naspers Annual Report 2010
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It is proposed that, subject to the requirements of Schedule 14 of the Listings Requirements and the trust deeds of the Naspers group share-based incentive schemes, the directors be granted the authority to allot and issue up to 40 588 541 Naspers shares (being 10% of the issued N ordinary share capital of Naspers as at 31 March 2010) to the Naspers group share-based incentive schemes. Accordingly, the following resolution is proposed: To consider and, if deemed fit, to pass with or without modification the following ordinary resolution: “Resolved, as a special authority in terms of section 221(2) of the Companies Act, No 61 of 1973 and subject to the Listings Requirements of the JSE, that the board of directors of Naspers shall be authorised, after the date of passing of this resolution, to allot, issue and make application to the JSE for the listing of up to 40 588 541 Naspers N ordinary shares to the Naspers group share-based incentive schemes and/or the participants thereunder as and when the trustees/administrators of the Naspers group share-based incentive scheme in question wish to offer or deliver Naspers N ordinary shares to the participants thereunder, in each instance on the terms applicable to the Naspers group share-based incentive scheme in question. ”
The following special resolutions will be considered and, if approved, will be adopted with or without amendment:
SPECIAL RESOLUTION NUMBER ONE That the company or any of its subsidiaries be and are hereby authorised, by way of a general authority, to acquire N ordinary shares issued by the company, in terms of and subject to sections 85(2), 85(3) and 89 of the Companies Act, No 61 of 1973, as amended, and in terms of the rules and requirements of the JSE being that:
kg any such acquisition of N ordinary shares shall be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement
kg this general authority shall be valid until the company’s next annual general meeting, provided that it shall not extend beyond fifteen (15) months from the date of passing of this special resolution
kg an announcement will be published as soon as the company or any of its subsidiaries have acquired N ordinary shares constituting, on a cumulative basis, 3% of the number of N ordinary shares in issue prior to the acquisition pursuant to which the aforesaid 3% threshold is reached, and for each 3% in aggregate acquired thereafter, containing full details of such acquisitions
kg acquisitions of N ordinary shares in aggregate in any one financial year may not exceed 20% of the company’s N ordinary issued share capital as at the date of passing of this special resolution
kg in determining the price at which N ordinary shares issued by the company are acquired by it or any of its subsidiaries in terms of this general authority, the maximum premium at which such N ordinary shares may be acquired will not exceed 10% of the weighted average of the market value at which such N ordinary shares are traded on the JSE as determined over the five (5) business days immediately preceding the date of repurchase of such N ordinary shares by the company or any of its subsidiaries
kg the company has been given authority by its articles of association kg at any point, the company may only appoint one agent to effect any repurchase on the company’s behalf
kg the company’s sponsor must confirm the adequacy of the company’s working capital for purposes of undertaking the repurchase of N ordinary shares in writing to the JSE before entering the market for the repurchase Naspers Annual Report 2010 203
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kg the company remaining in compliance with the minimum shareholder spread requirements of the JSE Listings Requirements, and kg the company and/or its subsidiaries not repurchasing any N ordinary shares during a prohibited period as defined by the JSE Listings Requirements, unless a repurchase programme is in place where dates and quantities of shares to be traded during the prohibited period are fixed and full details of the programme have been disclosed in an announcement over the Securities Exchange News Service (SENS) prior to the commencement of the prohibited period.
Before the general repurchase is effected, the directors, having considered the effects of the repurchase of the maximum number of N ordinary shares in terms of the foregoing general authority, will ensure that for a period of twelve (12) months after the date of the notice of the annual general meeting: kg the company and the group will be able, in the ordinary course of business, to pay their debts kg the assets of the company and the group, fairly valued in accordance with International Financial Reporting Standards, will exceed the liabilities of the company and the group, and kg the company and the group’s ordinary share capital, reserves and working capital will be adequate for ordinary business purposes.
The following additional information, some of which appears elsewhere in the annual report of which this notice forms part, is provided in terms of the JSE Listings Requirements for purposes of the general authority: kg directors – pages 66 to 69 kg major shareholders – page 72 kg directors’ interests in ordinary shares – pages 127 and 128 kg share capital of the company – pages 129 to 131, and kg litigation – pages 141 and 142.
Directors’ responsibility statement The directors, whose names appear in the directorate collectively and individually, accept full responsibility for the accuracy of the information pertaining to this special resolution number one and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that special resolution number one contains all relevant information.
Material changes Other than the facts and developments reported on in the annual report, there have been no material changes in the affairs or financial position of the company and its subsidiaries since the date of signature of the audit report and up to the date of this notice. The directors have no specific intention, at present, for the company to repurchase any of its N ordinary shares, but consider that such a general authority should be put in place should an opportunity present itself to do so during the year which is in the best interests of the company and its shareholders. The reason for and effect of special resolution number one is to grant the company a general authority in terms of the Companies Act and the JSE Listings Requirements for the acquisition by the company, or a subsidiary of the company, of the company’s N ordinary shares. 204 Naspers Annual Report 2010
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SPECIAL RESOLUTION NUMBER TWO That the company or any of its subsidiaries be and are hereby authorised, by way of a general authority, to acquire A ordinary shares issued by the company, in terms of and subject to sections 85(2), 85(3) and 89 of the Companies Act, No 61 of 1973, as amended. The reason for and effect of special resolution number two is to grant the company a general authority in terms of the Companies Act for the acquisition by the company, or a subsidiary of the company, of the company’s A ordinary shares.
ORDINARY RESOLUTION 11. Each of the directors of the company is hereby authorised to do all things, perform all acts and sign all documentation necessary to effect the implementation of the ordinary and special resolutions adopted at this annual general meeting.
OTHER BUSINESS To transact such other business as may be transacted at an annual general meeting. Shareholders entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend, speak and vote in their stead. A proxy need not be a shareholder of the company. A form of proxy, which includes the relevant instructions for its completion, is attached for the use of holders of certificated shares and “own name” dematerialised shareholders who wish to be represented at the annual general meeting. Completion of a form of proxy will not preclude such a shareholder from attending and voting (in preference to that shareholder’s proxy) at the annual general meeting. Holders of dematerialised shares, other than “own name” dematerialised shareholders, who wish to vote at the annual general meeting must instruct their central securities depositary participant (CSDP) or broker accordingly in the manner and cut-off time stipulated by their CSDP or broker. Holders of dematerialised shares, other than “own name” dematerialised shareholders, who wish to attend the annual general meeting in person need to arrange the necessary authorisation as soon as possible through their CSDP or broker. The form appointing a proxy and the authority (if any) under which it is signed must reach the transfer secretaries of the company by no later than 11:15 on Thursday, 26 August 2010. A form of proxy is enclosed with this notice. The form of proxy may also be obtained from the registered office of the company.
By order of the board
G Kisbey-Green Company secretary
14 July 2010 Cape Town Naspers Annual Report 2010 205
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kgFORM OF PROXY NASPERS LIMITED INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA JSE CODE: NPN ISIN: ZAE000015889 REGISTRATION NUMBER: 1925/001431/06 LSE CODE: NPSN
NINETYSIXTH ANNUAL GENERAL MEETING OF SHAREHOLDERS OF NASPERS LIMITED “the company” or “Naspers”) For use by holders of certificated shares or “own name” dematerialised shareholders at the ninety-sixth annual general meeting of shareholders of the company to be held on the 18th floor of the Naspers Centre, 40 Heerengracht in Cape Town, South Africa on Friday, 27 August 2010 at 11:15. I/We (please print) of being a holder of certificated shares or “own name” dematerialised shares of Naspers and entitled to votes, hereby appoint (see note 1) 1. or, failing him/her, 2. or, failing him/her, 3. the chairman of the annual general meeting as my/our proxy to act for me/us at the annual general meeting, which will be held in the boardroom on the 18th floor, Naspers Centre, 40 Heerengracht in Cape Town on Friday, 27 August 2010 at 11:15 for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat and at each adjournment or postponement thereof, and to vote for or against the resolutions and/or 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: In favour of Against Abstain Ordinary resolutions 1. Approval of annual financial statements 2. Confirmation of dividends 3. Approval of non-executive directors’ remuneration 4. Reappointment of PricewaterhouseCoopers Inc. as auditor 5. Approve the appointment of Prof D Meyer as a director 6. Re-election of the following directors: Mr T Vosloo Mr N P van Heerden Mr H S S Willemse Mr L N Jonker 7. Approval of general authority placing unissued shares under the control of the directors 8. Approval of issue of shares for cash 9. Approval of amendments to the trust deed of the Naspers Share Incentive Scheme prescribed by schedule 14 of the JSE Listings Requirements 10. Special authority for the board of directors of Naspers to allot, issue and make application to the JSE for the listing of Naspers N ordinary shares to the Naspers group share-based incentive schemes Special resolution number one General authority for the company or its subsidiaries to acquire N ordinary shares in the company Special resolution number two General authority for the company or its subsidiaries to acquire A ordinary shares in the company Ordinary resolution 11. Authorisation to implement all resolutions adopted at the annual general meeting and generally to act as my/our proxy at the said annual general meeting (tick whichever is applicable. If no indication is given, the proxy holder will be entitled to vote or to abstain from voting as the proxy holder deems fit). Signed at on this day of 2010 Signature Assisted (where applicable) Each shareholder is entitled to appoint one or more proxies (who need not be a shareholder(s) of the company) to attend, speak and vote in place of that shareholder at the annual general meeting. 206 Naspers Annual Report 2010
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kgNOTES
1. A certificated or “own name” dematerialised shareholder may insert the names of two alternative proxies of the shareholder’s choice in the space provided, with or without deleting “the chairman of the annual general meeting”. The person whose name appears first on the form of proxy and whose name has not been deleted and who attends the meeting will be entitled and authorised to act as proxy to the exclusion of those whose names follow.
2. A shareholder’s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by that shareholder in the appropriate space provided. Failure to comply herewith will be deemed to authorise the proxy to vote at the annual general meeting as he/she deems fit in respect of the shareholder’s votes exercisable at that meeting, but where the proxy is the chairman, failure to so comply will be deemed to authorise the chairman to vote in favour of the resolutions. A shareholder or his/her proxy is not obliged to use all the votes exercisable by the shareholder or by the proxy.
3. Forms of proxy must be lodged at or posted to the transfer secretaries of the company, Link Market Services South Africa (Proprietary) Limited, 11 Diagonal Street, Johannesburg, 2001 or PO Box 4844, Johannesburg, 2000 to be received by not later than 11:15 on Thursday, 26 August 2010, or such later date if the annual general meeting is postponed.
4. 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 speaking and voting in person at the meeting to the exclusion of any proxy appointed in terms hereof.
5. An instrument of proxy shall 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 shall not be used at the resumption of an adjourned annual general meeting if it could not have been used at the annual general meeting from which it was adjourned for any reason other than that it was not lodged timeously for the meeting from which the adjournment took place.
6. A vote cast or act done in accordance with the terms of a form of proxy shall be deemed to be valid despite:
kg the death, insanity, or any other legal disability of the person appointing the proxy; or
kg the revocation of the proxy; or
kg the transfer of a share in respect of which the proxy was given, unless notice as to any of the abovementioned matters shall have been received by the company at its registered office or by the chairman of the annual general meeting at the place of the annual general meeting if not held at the registered office, before the commencement or resumption (if adjourned) of the annual general meeting at which the vote was cast or the act was done or before the poll on which the vote was cast.
7. The authority of a person signing the form of proxy:
7.1 under a power of attorney; or
7.2 on behalf of a company or close corporation or trust, must be attached to the form of proxy unless the full power of attorney has already been received by the company or the transfer secretaries.
8. Where shares are held jointly, all joint holders must sign.
9. Dematerialised shareholders, other than by “own name” registration, must not complete this form of proxy and must provide their central securities depository participant (CSDP) or broker of their voting instructions in terms of the custody agreement entered into between such shareholders and their CSDP and/or broker.