Integrated-Annual-Report-2008.Pdf

NASPERS LIMITED ANNUAL REPORT 2008

www.naspers.com 08 ANNUAL REPORT CONTENTS

s e iti n u t 02 Financial highlights r o p p o

03 The Naspers group g e n r i a d 04 Our group at a glance a u r o t y , 06 Our global footprint r n e o i v 08 Chairman’s review t e r a e 18 Financial review m h r

o w

n e i i

23 Review of operations t, it

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24 Review of operations m

a o

26 Internet t

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30 Pay television i

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36 Print media

p v

40 Technology a c

o All sports pictures courtesy of ©Gallo Images

41 Governance and sustainability t r

d The Break-Up courtesy of ©Universal Studios

s n

42 Governance and sustainability a

u The Man courtesy of ©New Line Cinema

52 Directorate r The Holiday courtesy of ©Universal Studios o

55 Administration and corporate information Rumor Has It . . . courtesy of ©Warner Bros

56 Analysis of shareholders and shareholders’ diary o Into the Blue courtesy of ©MGM i

i Inside Man courtesy of ©Universal Studios V Cheaper by the Dozen 2 courtesy of ©Twentieth Century Fox 57 Financial statements Big Momma’s House 2 courtesy of ©Twentieth Century Fox Failure to Launch courtesy of ©Paramount 58 Consolidated and company annual The Family Stone courtesy of ©Twentieth Century Fox financial statements

161 Notice of annual general meeting

165 Proxy form BASTION GRAPHICS Mission: To operate platforms that link users to media services, content and means of communication NASPERS – 5TH PROOF FINANCIAL HIGHLIGHTS 2007 2008

Revenue (R’billion) EBITDA (R’million) EBITDA margin (%)

Up 19% Up 15% Down 1%

20,5 4,900 25 24 17,2 4,244

Headline earnings per share (cents) Core HEPS (cents) Dividend per share (proposed)

Up 24% Up 16% Up 15%

1,80 10,76 11,16 1,56 8,66 9,65

2008 2007 R’m R’m Income statement and cash flow Revenue 20 518 17 219 Operating profit before amortisation and other gains and losses 4 238 3 693 Operating profit 3 878 3 416 Net profit attributable to equity shareholders 3 418 1 999 Cash flow from operating activities 4 411 3 523

Balance sheet Total assets 56 792 32 184 Current assets 14 970 16 169 Total equity 33 147 21 570 Non-current liabilities 13 053 3 086 Current liabilities 10 592 7 528

Other information Dividend per N ordinary share (cents) (proposed) 180 156 Earnings per N ordinary share (cents) 967 676 Weighted average number of N ordinary shares in issue (’000) 353 622 295 756

2 I NASPERS LIMITED I ANNUAL REPORT I 2008 THE NASPERS GROUP

03 The Naspers group OUR GROUP AT A GLANCE

BUSINESS SEGMENT THE NASPERS GROUP

Internet (including major brands of associates) Investments in internet platforms in Central and Eastern Europe, China, Russia, Brazil, Africa, India and Thailand. Services are primarily delivered to computers and mobile phones.

Pay television Pay television subscriber platforms and channels in sub-Saharan Africa, as well as investments in mobile television in sub-Saharan Africa.

Print media (including major brands of associates) 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.

PRINT MEDIA Technology Development of underlying technologies for internet, pay-television and mobile platforms.

4 I NASPERS LIMITED I ANNUAL REPORT I 2008 OUR GROUP AT A GLANCE continued

MAJOR BRANDS

INTERNET (including major brands of associates) – 24.com, ACL, Allegro, Ancestry24, Aruodas.It, Aukro, bixeeCrawlX, pixee.com, Careers24, ceneo.pl Channel24, Compero, Crossﬁre and Xunixian are licensed games, Dungeon & Fighter, Fin24, EDOMUS.LT, Food24, Gadu-Gadu, GoTravel24, GadunaGlos, GaduRadio, Health24, ibibo, Images24, iStore.pl, Kalahari.net, KV.EE, Litnet.co.za, mail.ru, Mobile QQ, MojaGeneracja, molotok, MWEB (Thailand), MXit, Netads24, News24, Nimbuzz, onefamily, OSTA.EE, otoDom.pl, otoMoto.pl, Qzone, Paipai.com, Platnosci, PayGSM, PayU, Pixrat, Property24, QQ, Ricardo, Sanook!, Skelbia.it, Soso.com, Sports24, Tencent, Tenpay, teszvesz, TM, RTX, TT Explorer, Wheels24, Women24, qq.com QQ Dance, QQ Doctor, QQ Download, QQ Friends, QQ eye, QQ Fantasy, QQ Game, QQ Mail, QQ Member, QQ Music, QQ Live, QQ Pinyi Input Method, 3G.QQ.com, QQ Pet, QQ San Guo, QQ Show, QQ Speed, QQ Tang.

PAY TELEVISION – M-Net Action, AfricaMagic, AfricaMagic Plus, Big Brother, Carte Blanche, Channel O, DStv, go, Idols, K-World, kykNET, MK, M-Net, M-Net Movies 1 and 2, M-Net Series, M-Net Stars, MediaZone, MultiChoice Africa, MultiChoice Hellas, NetMed, Nova, Oracle Airtime Sales, SuperSport, SuperSport Travel, SuperSport United Football Club

PRINT MEDIA (including major brands of associates) NEWSPAPERS – Africa: Beeld, City Press, Daily Sun, Die Burger, Rapport, Soccer Laduuuuuma!, Son, Sondag, Sunday Sun, The Witness, Volksblad and various community newspapers. China: Beijing Youth Daily, Titan Zhou Bao MAGAZINES – Africa: COSMOPOLITAN, Destiny, DRUM, FAIRLADY, FEMINA, FHM, FINWEEK, heat, HUISgenoot, KICKOFF, Landbouweekblad, Men’s Health, Move!, PSYCHOLOGIES, Real, SARIE, Sports Illustrated, seventeen, TRUE LOVE, tuis, tv24, tvplus, Twende, Weg, YOU and some 45 more. Brazil: Claudia, EXAME, Nova, Ana Maria, Vejá, Viagem, Viva! and some 90 more. China: Allsports, Golf Digest China, MILK, Outside, SLAM, Soccer Weekly, Yoga Journal PRINTING – Paarl Gravure, Paarl Media, Paarl Print, Paarl Labels, Paarl Web, Paarl Web Gauteng, Print24 LOGISTICS – MCS24, NLD24, NND24, ON THE DOT BOOKS – Atica & Scipione (Brazil), Collegium Botswana, Jonathan Ball Publishers, Leisure Books/Leserskring, NB Publishers, Nasou Via Afrika, Van Schaik Uitgewers

TECHNOLOGY – Irdeto, Entriq, BSS

ANNUAL REPORT I 2008 I NASPERS LIMITED I 5  OUR GLOBAL FOOTPRINT  OUR GLOBAL FOOTPRINT

Oslo Tallinn Copenhagen Nizhniy Novgorod Moscow Novosibirsk ASIA Hoofddorp Poznan London Rotterdam Warsaw Seattle Eindhoven Essen Wroclaw Paris Kiev Harbin Mankato Ottawa Zlin Changchun Vienna Ekatarinaburg NORTH AMERICA Zug Ürümqi Shenyang Beijing San Francisco New York Bologna Vienna EUROPE Rome Tianjin Thessaloniki Lanzhou Shijiazhuang Seoul Tokyo Taiyuan Jinan Carlsbad Athens Xi’an Zhengzhou San Carlos Nanjing Nicosia Hefei Chengdu Shanghai Wuhan Hangzhou Chongqing Changhsa Nanchang Guiyang Fuzhou Miami Kunming Guangzhou Dubai Shenzhen Nanning Hong Kong AFRICA New Delhi Nouakchott Khartoum Praia Dakar Asmara Bamako Niamey N’Djamena Bangalore Bissau Bangkok Ouagadougou Djibouti Conakry Kano Freetown Kaduna Addis Ababa Abudja Jos Kumasi Ibadan Enugu Monrovia Lagos Bangui Juba Bogota Abidjan Port Yaoundé Harcourt Douala Kampala Singapore Lome Malabo Accra Cotonou Bata Nairobi Sao Tome Libreville Kigali Arusha Brazzaville Bujumbura Mombasa Pointe Noire Kinshasa Zanzibar Mahe Dar Es Salaam Campina Luanda SOUTH AMERICA Lumbumbashi Moroni Kitwe Lilongwe Lusaka Blantyre Nampula Jamestown Harare Mutare Beira Bulawayo Antananarivo Rio De Janeiro Windhoek Sao Paulo Swakopmund Gaborone Port Louis Johannesburg Maputo Trianon AUSTRALIA Maseru Mbabane Durban Córdoba Cape Town

Sydney

GROUP OPERATIONS

Internet Pay television

Print media

Technology

6 I NASPERS LIMITED I ANNUAL REPORT I 2008 ANNUAL REPORT I 2008 I NASPERS LIMITED I 7 CHAIRMAN’S REVIEW

Global reach

Over the past year the group experienced growth, especially in the internet sector. Performance of the core operations was solid and the development of several business opportunities progressed.

OVERVIEW Chairman: Ton Vosloo A number of new investments such as Tradus and Gadu-Gadu are included in our fi nancial results for the fi rst time. We also disposed of some operations. The private education business, Educor, was sold as a going concern. Conditional sale agreements were also concluded for the disposal of the Greek and Cypriot pay-television business (NetMed) to ForthNet SA, a leading Greek telecommunications company. Offers of purchase have been requested for the connectivity business, MWEB, and are currently being evaluated. Financial performance over the past year is analysed in the fi nancial review on page 18 of this annual report. In summary, revenues grew by 19% to R20,5 billion, largely driven by the pay-television and internet businesses. Operating profi t before amortisation and other gains/losses expanded by 15%, despite increased development costs. Core headline earnings grew by 38% and core headline earnings per N ordinary share increased by 16% to R11,16 during the year.

INTERNET The internet segment grew revenues by 42% to R1,6 billion. This expansion came from a solid performance by established operations and the inclusion of the new investments in the current year.

8 I NASPERS LIMITED I ANNUAL REPORT I 2008 CHAIRMAN’S REVIEW

The acquisition of 100% of Tradus was In China Tencent strengthened its concluded in March 2008. Tradus operates position with the QQ platform, attaining leading trading platforms in 12 countries, 317 million active registered user accounts. offering online auction and ﬁ xed-price The QQ.com portal and wireless service sales services to consumers. Its primary portals continued to build their market market is Poland, with operations in position. The QQ Game portal reached Western, Central and Eastern four million peak simultaneous users. Europe. Over the past year Tencent, which was recently registered users grew by 41% to included in the Hong Kong 12 million. The gross merchan- Hang Seng Index, contributed dise value of goods traded on its R615 million to the group’s platform expanded by 45% to core headline earnings. €1,6 billion and revenues grew In Russia mail.ru is 78% to €107 million. We have experiencing rapid growth, restructured the group into and almost doubled trafﬁ c to two focused businesses with the its portal. The core offering Allegro brand focused on Eastern of e-mail services has been Europe and Ricardo on the growing at a compounded Western European markets. rate of 59% over the past

ANNUAL REPORT I 2008 I NASPERS LIMITED I 9 few years. mail.ru contributed R49 million to our core headline earnings. In December 2007 we acquired 97% of Warsaw-listed Gadu-Gadu, the leading instant-messaging platform in Poland. Over the past year the number of active instant- 24.com remains the messaging users grew by 10% to 5,9 million. The largest internet social networking site now has 3,2 million users. publisher in South In South Africa connectivity business MWEB Africa. MXit doubled its revenue over the period, maintained its position as the leading internet service reaching more than eight million users and launched provider (ISP). In the rest of the sub-Saharan Africa services abroad. market, AFSAT is the leading provider of networking In India we invested R103 million to develop the solutions through satellite technology. Since the group greenﬁ elds social network services and local search owns no other ISP services anywhere else, offers of operation ibibo. It is one of the fastest growing Indian purchase for these services have been requested and internet sites, with 1,7 million registered users. ibibo are being evaluated. recently concluded an agreement to partner with Tencent in India.

10 I NASPERS LIMITED I ANNUAL REPORT I 2008 CHAIRMAN’S REVIEW continued

PAY TELEVISION television business in South The pay-television segment grew Africa experienced subscriber revenues by 22%, largely the result growth. The equated base of 246 000 additional equated expanded by 178 000 to subscribers. The total subscriber 1,57 million households, whilst base, excluding the Mediterranean the personal video recorder region, encompasses 2,1 million (PVR) take-up increased from homes. Operating proﬁ t before 133 000 to 242 000 homes. amortisation and other gains/ The lower-priced DStv Compact losses increased by 22%. bouquet continued to perform Competition in both South Africa well. Two affordable tiers, and sub-Saharan Africa is set to DStv Select and EasyView, were, intensify in the year ahead, which will continue to exert respectively, launched and relaunched to broaden the base. pressure on content costs and operating margins. DStv, M-Net and SuperSport made several changes Despite slowing consumer spending, the pay- to their programming line-up to improve their appeal

2,1 million pay-television households

to lower-income households. This included launching new TV channels, own produced local programmes and the acquisition of additional soccer leagues, bringing more sport to the viewing public. SuperSport is now the prime funder of sports leagues on the African continent as a whole.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 11 CHAIRMAN’S REVIEW continued

The subscriber base in sub-Saharan Africa expanded by technology is at an early stage, but worldwide 68 000 to reach 539 000 homes. Growth was primarily launches are proliferating and business models are from the Nigerian and Angolan markets. As in South evolving. Value-added internet type services on Africa, the introduction of lower-priced family mobile phones are also growing. The group will bouquets stimulated sales. The focus on localisation continue to develop products and services in this of programming and a broader base of programme area. In the current year R86 million was invested in offering is stimulating growth. the development of mobile television services. Shareholders have been In South Africa an unfortunate delay has occurred advised that conditional in issuing mobile television licences. In the interim we agreements had been reached continue to make progress with mobile TV trials in with ForthNet SA, a leading Greek telecommunica- several major cities. tions company, for the sale of our stake in NetMed, For the rest of the African continent full mobile TV which holds the Greek and Cypriot pay-television services are now operational in Nigeria, Kenya and operations. On 14 May ForthNet shareholders Namibia. Licences have been secured in a number of approved a rights issue to part fund this transaction. other countries.

539 thousand subscribers in sub-Saharan Africa

It is currently expected PRINT MEDIA that the transaction will Due to declining consumer spending in South Africa, the close later this year. As a print media segment had a tough year. After a number consequence of these of years during which we launched new projects and agreements, the Mediterranean titles, a number of weaker titles were pruned this year. pay-TV business has been treated as Revenues grew by 8%, whilst operating proﬁ t before a discontinued operation in our amortisation and other gains/losses is 11% down on ﬁ nancial results. last year, Mobile television services largely the allow consumers to receive result of a bouquet of TV channels development on their mobile phones. The costs. In the development of this year ahead,

12 I NASPERS LIMITED I ANNUAL REPORT I 2008 the key focus will be on improving unique magazine delivery network. margins and cash ﬂ ows. The cable distribution service, TVA, was disposed of during the period. Abril’s Newspapers, magazines contribution to group core headline earnings and printing was R150 million. Circulation growth for titles such Book publishing and private as Daily Sun, Son and Soccer education Laduuuuuma!, which focus on the Revenues and operating proﬁ t at the SA emerging market, remains positive, as unit were reduced by the disposal of retail well as for titles in certain niche assets, Van Schaik Retail and Afribooks. markets such as Weg. The performance of the remaining assets There was a marked slowdown in was satisfactory. The private education advertising support, particularly in the business was sold during the year and has magazine business. After circulation been treated as a discontinued operation. incidents affecting some magazine titles, the affected advertisers were refunded. TECHNOLOGY The print media business, Paarl Media, experienced a Irdeto grew its revenues from pay-TV, mobile TV and IPTV solid year with the new plant in Gauteng exceeding services by 24% to R1 billion. Some 10,7 million smart original expectations. cards and security chips were shipped during the period. In Brazil Abril performed well on the strength of a With the acquisition of a middleware company, IDWay, and

ANNUAL REPORT I 2008 I NASPERS LIMITED I 13 Business review – Pay TV

the group’s customer care and per N ordinary share and 36 cents billing business, Irdeto now (previously 31 cents) per unlisted provides an end-to-end solution A ordinary share. If approved by for its pay-television customers. the shareholders, the dividends In a further diversiﬁ cation of will be payable to shareholders its security foundation Irdeto recorded in the share register on 5 September 2008 and acquired Cloakware. This unit offers software protection will be paid on 8 September 2008. The last date to trade products via software applications. cum dividend will be 29 August 2008. Entriq continued to grow top-line revenues while expanding its abilities as a technology provider STRATEGY AND PROSPECTS enabling content providers and aggregators to Looking ahead, our growth strategy remains focused distribute and get paid for entertainment and sports on three legs: organically expanding existing video over broadband. New customer acquisition was businesses, developing new opportunities and seeking generated from internal growth and the purchase of attractive investments. Geographically, our attention DayPort and Entriq is now being integrated with remains mostly on emerging markets, as these still Irdeto on an operational level. offer good opportunities for growth. The group has made some substantial investments over the past two DIVIDEND years and these will be further developed. Our aim The board has recommended that the annual dividend remains to deliver value to our shareholders over the be increased by 15% to 180 cents (previously 156 cents) medium and longer term.

14 I NASPERS LIMITED I ANNUAL REPORT I 2008 CHAIRMAN’S REVIEW continued

Financial performance in the period ahead will be INTEGRITY CHAIN inﬂ uenced by the timing of regulatory approvals for ventures such as mobile television and the develop- Community ment of internet opportunities. Such services, when launched, typically have an initial negative impact on both earnings and cash ﬂ ows before they start contributing. In the pay-television segment the level Connection of competition is also expected to intensify. In South Africa we expect the slowdown in consumer spending to continue. This will have a Communication dampening effect on advertising and circulation revenues. However, in the past pay television has proven resilient to the economic cycle. The macro- Commitment economic conditions in our other principal markets are expected to remain buoyant in the year ahead.

15 % increase in annual dividend to 180 cents

STOCK EXCHANGE LISTINGS CORPORATE GOVERNANCE AND During 2007 the company decided to delist its American SUSTAINABILITY Depositary Shares (ADSs) from NASDAQ and terminate As corporate governance and sustainability are essential registration of the ADSs with the Securities and for stakeholders of the Naspers group, the board of Exchange Commission (SEC) in the USA. Naspers directors aspires to conduct the group’s business with converted its American Depositary Receipt (ADR) integrity. The board of directors is committed to applying programme into a Level I ADR programme. appropriate corporate governance policies and practices Its application to list its ADSs on the London Stock in each company in the group. Exchange (LSE) was also successful. Level I ADRs are Independent boards of directors, all of which have traded in the USA on an over-the-counter (OTC) basis. established their own governance practices and sub- International investors are therefore able to buy and committees that comply, as appropriate to the companies, sell Naspers securities either through the Level I ADR with the necessary governance and regulatory OTC market, the LSE or the JSE. requirements, govern several of Naspers’s subsidiaries.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 15 CHAIRMAN’S REVIEW continued

For the ensuing financial year, Naspers will continue to The following major risks are evident, among a wide evaluate areas where governance at a corporate and range of related exposures: subsidiary level can be strengthened. The implications of the n global political and market developments new proposed Companies Bill in South Africa, as well as the n competition and technical innovations n King II code on Corporate Governance (currently under currency fl uctuations n legislation and regulations review) will also be analysed and appropriate steps taken. n political and economic instability Naspers prepared a sustainability report for the fi rst n technology failures. time according to the Global Reporting Initiative (GRI) application level C. The document is available on our While these risks are mostly outside the board’s control, measures may be implemented to limit or website (www.naspers.com). prevent the effects.

Risk management Commitment to empowerment Managing risk plays a central role in the day-to-day Naspers supports the aim to incorporate previously operations of all our businesses. As an international disadvantaged communities into South Africa’s multimedia group with business activities in various mainstream economy.

million rand paid out to BEE participants in 235 the Welkom Share Scheme

countries, the group is exposed to a wide range of risks The Welkom Share Scheme, which was launched in that may have serious consequences. The diversifi ed nature 1999, matured in the 2007 fi nancial year with every of the group does, however, assist in spreading exposure. R1 000 invested yielding a return of R31 000. The total The Naspers board, in conjunction with the boards of paid out to BEE (black economic empowerment) major subsidiary companies, is responsible for determining participants was R235 million. risk management and control procedures, as well as for Media24 successfully concluded a broad-based evaluating the effectiveness of those procedures. BEE share offer, Welkom Yizani, resulting in approxi- The identifi cation of risks and their management form mately 100 000 black people and groups indirectly part of each business unit’s business plan. owning 15% of Media24 Limited. Risk management functions have been established in MultiChoice South Africa completed two successful the larger group companies and the process is subject to empowerment transactions, Phuthuma Nathi and periodic review. Phuthuma Nathi 2. These transactions were structured

16 I NASPERS LIMITED I ANNUAL REPORT I 2008 Business review – Pay TV continued

to be truly broad based. Approximately 120 000 black vitae of all the directors appear in the directorate on people and groups now own indirectly 20% in aggregate pages 52 and 53 of the annual report. of MultiChoice South Africa Holdings (Proprietary) Limited. A detailed corporate governance and sustainability PEOPLE review (including risk management) can be found on Fast-moving markets demand that we are flexible and pages 41 to 51 of the annual report. adapt quickly to rapid change. The group requires the right skills to meet the challenges in each of the markets DIRECTORS in which we operate. We are proud of the contribution In terms of the company’s articles of association, one- made by our people in so many countries. Over the past third of the non-executive directors retire annually and year they have shown character and enterprise to achieve reappointment is not automatic. Prof G J Gerwel and most of the goals our businesses were set. We appreciate Messrs J J M van Zyl and B J van der Ross, who retire by their dedication. rotation at the annual general meeting, being eligible, Finally, my thanks to my fellow board members for their offer themselves for re-election. guidance and support during what has been a busy year. Mr J P Bekker was reappointed as chief executive for a fixed term of five years with effect from 1 April 2008, following his unpaid sabbatical of one financial year. Shareholders will be asked to consider the re-election of those directors who retire by rotation, and to approve the appointment of Mr J P Bekker as managing director at the upcoming annual general meeting, notice of which Ton Vosloo is contained in this annual report. The abridged curricula Chairman

ANNUAL REPORT I 2008 I NASPERS LIMITED I 17 FINANCIAL REVIEW

Solid growth

This review presents the highlights of the group’s ﬁ nancial performance during the past year. Full details can be found in the annual ﬁ nancial statements presented on pages 57 to 160 of this annual report.

OVERVIEW OF GROUP RESULTS in March 2007 was only deployed in the latter half of the current fi nancial year, interest income in the year ahead Revenue will be lower. The group reported revenue growth of 19% to R20,5 billion. The star was the internet segment, which Equity-accounted results grew by 42%. The pay-television segment expanded by In the recent past the group acquired substantial minority 22% – subscriber growth over the period was 246 000 stakes in businesses in emerging markets such as China, equated subscribers. Brazil and Russia. For reporting purposes, these are equity- accounted and are excluded from the segmental results Operating profi t in the fi nancial review. Tencent, Abril and mail.ru have Operating profi t before amortisation and other gains/ all recorded pleasing growth, refl ected in our share of losses grew by 15% to R4,2 billion (2007: R3,7 billion). earnings from equity-accounted associates, growing by Included is R1,1 billion (2007: R876 million) that the 93% to R654 million. group invested in developing new technologies, products The impairment of equity-accounted investments and services. This spend was lower than anticipated, due relates mostly to our investment in Beijing Media to the slower rollout of mobile television services, which Corporation Limited and Titan Media. Whilst positive are dependent on the issuance of commercial licences about the future prospects of these investments, we by regulatory authorities. believe it prudent to record an impairment charge.

Finance income Discontinued operations Net ﬁ nance income for the period amounted to R1,0 billion, The discontinued operations relate to the private education compared with net ﬁ nance costs of R338 million in the business, which was sold, as well as to the pay-television prior year. This includes interest income earned of activities in Greece and Cyprus, where sale agreements have R602 million on net cash deposits. As the capital raised been concluded and which we hope to close later this year.

18 I NASPERS LIMITED I ANNUAL REPORT I 2008 FINANCIAL REVIEW continued

Headline earnings and core headline earnings The net effect of the above is that core headline earnings grew by 38% for the period to R3,9 billion. The “Calculation of Headline and Core Headline Earnings” is detailed in the table below:

CALCULATION OF HEADLINE AND CORE HEADLINE EARNINGS Year ended Year ended 31 March 2008 31 March 2007 R’m R’m Net proﬁ t attributable to shareholders 3 418 1 999 Adjusted for: – impairment of goodwill and other assets 48 114 – proﬁ t on sale of property, plant and equipment (15) (8) – discontinuance of operations 82 — – gain on loan settlement (87) — – loss on sale of investments 512 279 – impairment of equity-accounted investments 348 176 4 306 2 560 Total tax effects of adjustments (486) (4) Total minority interest of adjustments (14) 4 Headline earnings 3 806 2 560 Discontinued operations (258) (157)

Headline earnings from continuing operations 3 548 2 403

Headline earnings 3 806 2 560 Adjusted for: – creation of deferred tax assets (244) (30) – treasury-settled share schemes charge 47 42 – amortisation of intangible assets 410 173 – fair value adjustments and currency translation differences (71) 109

Core headline earnings 3 948 2 854 Discontinued operations 48 (26)

Core headline earnings from continuing operations 3 996 2 828

As regularly reported to shareholders, the board remains of the view that core headline earnings is an appropriate measure of the sustainable operating performance of the group, as it adjusts for non-recurring and non-operational items.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 19 FINANCIAL REVIEW continued

SEGMENTAL REVIEW Revenue EBITDA 2008 2007 % 2008 2007 % R’m R’m Change R’m R’m Change

Pay television 11 542 9 427 22 4 272 3 504 22 Internet 1 624 1 143 42 (64) 19 — Technology 1 081 866 25 (126) (130) 3 Newspapers, magazines and printing 5 355 4 823 11 776 787 (1) Book publishing 916 983 (7) 82 119 (31) Corporate services — (23) — (40) (55) — 20 518 17 219 19 4 900 4 244 15

Operating proﬁt before amortisation and other gains/losses Operating proﬁt 2008 2007 % 2008 2007 % R’m R’m Change R’m R’m Change

Pay television 3 940 3 218 22 3 845 3 146 22 Internet (142) (30) — (234) (102) — Technology (168) (167) (1) (250) (226) (11) Newspapers, magazines and printing 575 619 (7) 491 561 (12) Book publishing 75 111 (32) 69 96 (28) Corporate services (42) (58) — (43) (59) — 4 238 3 693 15 3 878 3 416 14

OUR GROUP COMPANIES COMPRISE THE FOLLOWING TYPES OF INTERESTS: n Investments in internet platforms in Central and Eastern Europe, China, Russia, Brazil, Africa, India and Thailand. Services are primarily delivered to computers and mobile phones n Pay-television subscriber platforms and channels in sub-Saharan Africa, as well as investments in mobile television in sub-Saharan Africa n Irdeto and Entriq are developing underlying technologies for these platforms n Print media comprises magazines, newspapers, printing and distribution in South Africa and sub-Saharan Africa, as well as print media investments in Brazil and China n Publishing of general and educational books.

20 I NASPERS LIMITED I ANNUAL REPORT I 2008 FINANCIAL REVIEW continued

CORE HEADLINE EARNINGS PER SHARE CASH FLOWS AND BALANCE SHEET in cents During the year a three-year revolving credit facility of 1 200 US$1,4 billion was raised to fund the Tradus acquisition. 1 000 The balance sheet remains sound with a gearing ratio of 11%, excluding transponder leases. Free cash ﬂ ow 800 generated by the group in the current year was 600 R2,2 billion, similar to last year. 400

SIGNIFICANT ACQUISITIONS 200 In March 2008 the group acquired 100% of the issued share 0 capital of Tradus plc., a company providing online consumer 2007 2008 trading platforms and related internet services that connect buyers and sellers. The consideration was R15,3 billion, DIVIDEND PER N SHARE (proposed) including acquisition costs of R74 million. The group is in cents 180 currently ﬁ nalising the purchase price allocation and has 160 recorded the purchase consideration, based on a preliminary 140 appraisal, as follows: net tangible assets (R491 million), 120 intangible assets (R461 million) and the balance to goodwill. 100 In December 2007 the group acquired 97% of the 80 issued share capital of Gadu-Gadu S.A., the leading 60 instant-messaging platform in Poland. The cost was 40 R1,1 billion, including acquisition costs of R29 million. 20 The group has recorded the purchase consideration, 0 based on an appraisal, as follows: net tangible assets 2004 2005 2006 2007 2008 (R191 million), intangible assets (R224 million) and the SHAREHOLDERS’ EQUITY balance to goodwill. in rand millions In December 2007 the group acquired 100% of the 35 000 issued share capital of Cloakware Inc., a company providing 30 000 software security solutions, for a consideration of R505 million. The group has recorded the purchase 25 000 consideration, based on an appraisal, as follows: net 20 000 tangible liabilities (R204 million), intangible assets 15 000 (R485 million) and the balance to goodwill. 10 000 The revenues and proﬁ ts recorded from these acquisitions were not material to the group’s 5 000 consolidated results for the year. 0 2007 2008

ANNUAL REPORT I 2008 I NASPERS LIMITED I 21 FINANCIAL REVIEW continued

In November 2007 the group finalised its acquisition ACCOUNTING POLICIES AND CHANGES IN of a 40% interest in M-Net/SuperSport as announced ACCOUNTING TREATMENT in November 2006. The total consideration was settled The financial results are prepared in accordance with Inter- through the issuance of 21 601 667 Naspers N ordinary national Financial Reporting Standards (IFRS), the require- shares and R250 million in cash. The fair value of the ments of the South African Companies Act, No 61 of 1973, shares issued was R180 per share on 30 November 2007. and in compliance with the Listings Requirements of the The group has recorded the purchase consideration, JSE Limited. The accounting policies used to prepare the based on an appraisal, as follows: net tangible assets results are consistent with those applied in the previous (R369 million), intangible assets (R528 million) and period, except for the changes in accounting standards as the balance to goodwill. indicated below. A copy of the unqualified audit opinion of the auditor, PricewaterhouseCoopers Inc., is available for DISCONTINUED OPERATIONS inspection at the registered office of the company. In October 2007 Media24 announced that it had accepted an offer to sell its private education business, Changes in accounting standards Educor, which was sold as a going concern. Media24 has IFRS 7 “Financial Instruments: Disclosures” – The standard retained certain minor assets. Educor incurred a net loss requires new disclosures on financial instruments to from operations of R153 million during the year ended those currently mandated by IAS 32 “Financial Instru- 31 March 2008. The group also recorded a loss on ments: Presentation”. discontinuance of operations of R82 million. Amendment to IAS 1 “Presentation of Financial State- In October 2007 the group announced that it had ments: Capital Disclosures” – The amendment requires initiated a formal process to sell NetMed. In April 2008 additional disclosures of the group’s objectives, policies the group made a further announcement that it had and processes for managing capital. entered into conditional sale agreements for the disposal of The group has provided the disclosures, including NetMed to ForthNet SA. NetMed recorded a net profit from comparative information, in the relevant notes to the operations of R396 million during the year ended annual financial statements included on pages 57 to 160 31 March 2008. of this annual report. These transactions have been accounted as discontinued Circular 8/2007 “Headline Earnings” - This replaces operations in accordance with IFRS 5 “Non-current Assets Circular 7/2002 “Headline Earnings” and provides Held for Sale and Discontinued Operations”. detailed guidance for calculating headline earnings as required by the JSE. The circular was adopted by the group and had no material effects on the group’s previously reported results.

22 I NASPERS LIMITED I ANNUAL REPORT I 2008 23 Review of operations REVIEW OF OPERATIONS

Business The Naspers group comprises the following interests:

Investments in internet platforms in Central and Eastern Europe, China, Russia, Brazil, Africa, India and Internet Thailand. Services are primarily 1 delivered to computers and mobile phones.

Pay television subscriber platforms and channels in sub-Saharan Africa, Pay television as well as investments in mobile 2 television in sub-Saharan Africa.

Magazines, newspapers, printing, distribution and book publishing businesses in South Africa and Print media sub-Saharan Africa, as well as 3 print media investments in Brazil and China.

Development of underlying technologies for internet, Technology pay television and mobile 4 platforms.

24 I NASPERS LIMITED I ANNUAL REPORT I 2008 overview

ANNUAL REPORT I 2008 I NASPERS LIMITED I 25 REVIEW OF OPERATIONS Business Overview – Internet Internet

The group recently acquired a 100% interest in Tradus, a leading provider of consumer-to-consumer e-commerce platforms in Central and Eastern Europe, plus a 97% interest in Gadu-Gadu, a leading instant-messaging platform in Poland. In China Tencent extended its leading position in a ﬁ ercely competitive market. mail.ru has also performed well in a growing Russian environment.

In Brazil the group started expanding its internet activities in collabora- tion with its local partner, Abril. In India a joint venture with Tencent was concluded to build a social network platform that incorporates products such as instant-message services, e-mail and online games into the ibibo products. The group has also invested in companies offering internet services on mobile phones. During the year we acquired an interest in Nimbuzz, which focuses on instant-messaging, mobile voice over internet protocol (VoIP) and telecommunications applications.

CHINA Tencent strengthened its position in China by growing its instant- messaging, portal and premium services platforms. As at March 2008 the QQ instant-messaging platform reached 317 million active user accounts, with 40 million simultaneous peak-time users. Tencent’s QQ.com portal and wireless service portals also

26 I NASPERS LIMITED I ANNUAL REPORT I 2008 REVIEW OF OPERATIONS Business Overview – Internet continued

REVENUE improved their product offerings and grew user trafﬁ c. The in rand millions 2 000 QQ Game portal reached four million simultaneous peak-time users. 1 500

THAILAND 1 000 Sanook! strengthened its 500 leadership position as a Thai portal, achieving an 0 2007 2008 average of 20 million daily page views in March 2008. The company is beginning EBITDA to develop e-commerce in Thailand. In addition, its online in rand millions advertising network has expanded. The objective is to further 30 grow and diversify revenue streams. 20 10 0 INDIA -10 -20 The 18-month-old ibibo operation is one -30 -40 of the fastest-growing Indian internet clusters, empowering -50 users to create and share information and to fi nd friends. Daily -60 -70 page views increased monthly. The main offi ce is located in 2007 2008 Gurgaon, with a development offi ce in Bangalore and a sales offi ce in Mumbai. ibibo’s OPERATING LOSS focus now is to launch its before amortisation and other gains/losses integrated instant- in rand millions messaging, e-mail and 0

gaming applications, -30 expand its -60 advertising sales -90 and promote user-generated -120

content. -150 2007 2008

ANNUAL REPORT I 2008 I NASPERS LIMITED I 27 REVIEW OF OPERATIONS Business review – Pay TV

EUROPE instant-messaging platform in Poland. The number of The acquisition of 100% of Tradus was concluded in March active instant-message users grew to 5,9 million at 2008. This is a leading provider of consumer-to-consumer year-end. Monthly page views more than doubled to (C2C) e-commerce platforms, offering online auction and 3,7 billion. The social networking site, Moja Generacja fi xed-price sales services. The primary market is Poland. (new generation), grew to 3,2 million users in March 2008. It also has operations in Switzerland, the Czech Republic, Slovakia, Romania, Bulgaria, Hungary, Ukraine, Russia, RUSSIA Lithuania and Estonia. Over the past year registered users mail.ru is a leading provider of internet products and increased by 41% to 12 million. services, with the largest Russian-speaking internet Following the acquisition, the Tradus group was divided audience. By year-end the number of unique users on the into Eastern Europe and Western Europe. Eastern Europe mail.ru portal expanded to 52 million. Its core offering of will be known as the Allegro Group and Western Europe as e-mail services has been growing at a compounded rate the Ricardo Group, operating as independent companies. of 59% per annum in recent years. Allegro is replicating its successes elsewhere in Eastern Last year mail.ru launched its own social networking Europe. It has extended its C2C expertise into price site, Moi Mir (My World), which now has a unique user base comparisons (ceneo.pl), car (otomoto.pl) and real estate of 13,5 million. The popularity of its e-mail and instant- classifi eds (otodom.pl) in Poland. Allegro is now the leading messaging communication products has led to mail.ru C2C platform in the Czech Republic (aukro.cz) and has becoming a market leader in display advertising. It is well gained market traction in the Ukraine (aukro.ua). positioned to benefi t from growth in online advertising in In December 2007 MIH acquired 97% of the equity Russia, fuelled by increasing broadband internet share capital in Warsaw-listed Gadu-Gadu, the leading penetration.

28 I NASPERS LIMITED I ANNUAL REPORT I 2008 REVIEW OF OPERATIONS Business Overview – Internet continued

Cooperation opportunities are currently 24.com is also active in being explored between mail.ru’s comparison the online classifi eds fi eld shopping services and the molotok.ru trading through Netads24. platform, in which Allegro shares an interest. Careers24 has a growing base of job-seekers and SOUTH AFRICA provides an attractive online MWEB ISP advertising opportunity for recruiters. Kalahari.net MWEB is one of the largest residential internet service confi rmed its status as the leading online retail providers (ISPs) in South Africa and also owns the largest destination in South Africa. 24.com is developing VSAT (very small aperture technology) corporate internet new-generation functionality for consumers. base in sub-Saharan Africa. In South Africa slow deregulation has hampered internet growth. MWEB MOBILE VALUE-ADDED SERVICES conducted a WiMAX (wireless broadband technology) Nimbuzz trial in Johannesburg, Cape Town and Soweto to deliver The group acquired an interest in the young Nimbuzz, broadband services to homes and businesses. Given the which focuses on instant-messaging aggregation, VoIP

12 million registered users on Tradus platforms anticipated pace of broadband deployment in South Africa, and telecommunications applications. Users are MWEB intended to invest in wireless broadband connected to various communities such as MSN, AIM, infrastructure to maintain its leadership position. Yahoo and Skype, providing a ‘buddy’ network on the Since the group owns no other ISP and the nature of Nimbuzz platform. Partnerships are being formed with this business is more infrastructural than our other units, regional players. offers of purchase have been requested and is currently being evaluated. MXit MXit, a mobile 24.com instant-messaging provider, grew revenue in South 24.com is the biggest internet publisher in South Africa. Africa by 110% and users by 88% during the year. MXit A variety of its sub-brands (including News24, Health24, recently begun expansion into Brazil, India and other Property24, Fin24 and Wheels24) are category leaders in markets. Several challenges were faced during the year, their ﬁ elds. including a major platform upgrade.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 29 REVIEW OF OPERATIONS Business Overview – Pay TV Pay television

A year of subscriber growth, new channel launches, exciting local productions, a feast of sport and a strong focus on education.

SOUTH AFRICA The Independent Communications Authority of South Africa (Icasa) awarded broadcast licences to fi ve applicants in 2007. After a process of bilateral negotiations between Icasa and these licence holders, specifi c and generic conditions will be attached to each licence. The issue of individual licences is expected to be concluded in 2008. The process of converting M-Net’s broadcast licence to align with the terms of the new Electronic Communications Act should be completed in 2009. The entry of these new competitors has produced an upward spiral in the price of content rights, squeezing operator margins. The costs for renewing sports rights for various sports are high. Our group is currently the biggest funder of sport leagues on the African continent as a whole. The equated subscriber base grew by 178 000 to 1,57 million households on the back of good content and an attractive sports offering. The lower-priced DStv Compact bouquet grew to 258 000 subscribers. A mid-priced tier, DStv Select, which sells for R139 per month, was launched in June 2007 and the affordable EasyView bouquet, selling at R20 per month, was relaunched. The personal video recorder (PVR) continued good growth, closing on 242 000 subscribers. A high-defi nition PVR will be available shortly. MultiChoice launched eight new channels – MagicWorld, Sony Entertainment, One Gospel, Animax, M-Net Stars, The Style Network, Trace TV and Nat Geo Wild. Further additions are planned for the year ahead.

30 I NASPERS LIMITED I ANNUAL REPORT I 2008 REVIEW OF OPERATIONS Business Overview – Pay TV continued

REVENUE

in rand millions 12 000 10 000 8 000 6 000 4 000 2 000 0 2007 2008 M-Net’s schedule was spiced with new local productions. The Coconuts (a comedy series); Ella Blue, Jacob’s Cross and Feast of the Uninvited EBITDA (drama); Are you Smarter than a 5th in rand millions Grader? (game show), as well as the 5 000 return of Deal or No Deal have 4 000 increased audiences signiﬁ cantly. Binnelanders (soap opera) continues 3 000 to perform well after its introduction 2 000

to combat the loss of advertising 1 000 revenues when M-Net’s Open Time 0 window fell away in April 2007. South Africa’s venerable soap opera 2007 2008 Egoli is now running for its 17th consecutive year. M-Net was the ﬁ rst broadcaster in the world to ﬂ ight three reality shows OPERATING PROFIT simultaneously – Idols, Big Brother Africa and Survivor South Africa. before amortisation and other gains/losses Both M-Net Series and M-Net Action settled in well following their in rand millions revamp. kykNet continued to focus on local dramas and reality 4 500 shows, while Channel O serves young 3 600 music enthusiasts across 2 700 80 countries in Africa. 1 800 SuperSport secured various long-term 900 broadcasting 0 2007 2008 rights. As a consequence of ANNUAL REPORT I 2008 I NASPERS LIMITED I 31 REVIEW OF OPERATIONS Business review – Pay TV

SuperSport’s agreement with performed reasonably the PSL, soccer fans enjoyed a well, with the Free feast of local games in the State Cheetahs 2007/2008 season: approxi- winning the Currie mately 187 matches were broadcast, compared Cup (rugby) and the with about 76 broadcast in the Sharks narrowly losing in the 2007 Super14 rugby 2006/2007 season prior to competition ﬁ nal. SuperSport United rewarded their fans SuperSport acquiring the rights. In by securing the PSL League title for 2008. addition to SuperSport’s own When launched in 2006/2007, MultiChoice’s Phuthuma broadcast, some 90 matches were Nathi was the largest empowerment transaction in the sub-licensed to the SABC, including the media sector. MultiChoice also runs various projects that big derbies and ﬁ nals of competitions. uplift previously disadvantaged people in areas such SuperSport’s production teams had a busy as preferential procurement, community development year with extensive coverage of four and corporate social investment initiatives. world cups: Rugby World Cup, Cricket MultiChoice is committed to a healthy and safe World Cup, Twenty20 Cricket World working environment and continues to conduct Cup and the Women’s Soccer World annual risk and compliance audits. Cup. Further details of MultiChoice’s corporate social The sports teams in which investment and sustainability initiatives are available SuperSport has an interest have on the website (www.multichoice.co.za).

32 I NASPERS LIMITED I ANNUAL REPORT I 2008 REVIEW OF OPERATIONS Business Overview – Pay TV continued

SUB-SAHARAN Idols East Africa and Deal or No AFRICA Deal. It commissioned a new MultiChoice sub-Saharan Nigerian soap opera, Tinsel, and Africa experienced strong an East African drama series. growth despite the loss SuperSport customised the of certain rights and the sub-Saharan Africa soccer entry of competitors. channels. It signed up rights for The subscriber base grew by the Nigerian, Kenyan and Zambian 68 000 households for the year, football leagues, as well as for the primarily in Nigeria and Angola. top three Angolan teams, to enhance Lower-priced bouquets – DStv African football coverage. The Family and DStv Compact – reached addition of the Spanish La Liga, French and 162 000 households. Italian soccer leagues, together with the Chelsea, The focus on localising programming on the Manchester United, Arsenal and Liverpool clubs’ continent continued during the past year. With the channels, improved the soccer offering. SuperSport

thousand households enjoy the DStv Family and 162 DStv Compact bouquets addition of channels from screened the Euro 2008 Kenya and Angola, the total competition and will screen the number of public and 2010 Fifa Soccer World Cup. commercial channels carried However, the entry of new on the DStv service increased competitors on the continent has to 19. M-Net split its East and increased costs. West African feeds, and New channels were added to introduced separate channels the DStv service. They include for M-Net Series and Channel O. One Gospel, The Style Network, Trace TV, The popular AfricaMagic channel was M-Net Stars, Nat Geo Wild, Sony Entertain- extended to 24 hours. M-Net also ment Television, Animax, MagicWorld and supplemented its portfolio of local content Inspirations TV. On the Portuguese bouquet, with the hit productions Big Brother Africa, AXN and E! Entertainment were added.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 33 REVIEW OF OPERATIONS Business Overview – Pay TV continued

Corporate social €29,50 to €57. Three investment remained content-supply focused on education. agreements were signed Some 350 MultiChoice with internet protocol Resource Centres television (IPTV) operators provided educational as part of the strategy to television to learners and make programming helped trained teachers. available on all transmis- These centres are sion platforms. managed in partnership The call centre won a with governments as well bronze medal in the as with the Nepad e-schools commission. national Teleperformance Hellas competition and the The regulatory environment across Africa remains marketing team took two silver Ermis awards and one uncertain, with changes to existing legislation and new gold Ermis prize during the year for its marketing broadcasting bills and regulations being developed in a campaigns.

MultiChoice Resource Centres provide 350 educational television

number of countries. There is also a Following a review of Naspers’s investment focus on digital migration by some priorities, MIH entered into a conditional agreement African governments. with ForthNet SA, a leading Greek telecommunications company, to sell NetMed. The transaction is MEDITERRANEAN expected to close later this year. The NetMed subscriber base reached 362 000 by 31 March 2008, built largely on a MOBILE TELEVISION strong sport offering. This includes broadcast- A new joint venture company, DMtv, was ing the matches of ten of the 16 Greek football incorporated to roll out mobile teams and securing the rights to the Euro 2008 television services on the football championship. African continent. In October 2007 new programme packages were Licences were launched, consisting of four tiers ranging in price from secured in several African countries. 34 I NASPERS LIMITED I ANNUAL REPORT I 2008 REVIEW OF OPERATIONS Business review – Pay TV continued

During the year under review, commercial mobile television services were launched in Nigeria, Kenya and Namibia in cooperation with local operators. These allow consumers to receive a special television bouquet including international and local channels from each country on their mobile phones. Commercial digital video broadband- handheld (DVB-H) licences have not yet been awarded in South Africa. In It currently focuses on sport and international the interim and pending the awarding entertainment programming. of these licences, a mobile TV trial service Highlights of the year include fully is being funded. Rights for the interactive coverage of 2008 Beijing Olympics and Wimbledon, a comprehensive the 2010 Fifa Soccer World video-on-demand service Cup were acquired. supporting the Rugby World Cup and the MEDIAZONE Chinese new year This is a development festival presented in project providing conjunction with broadband video content CCTV. to users in various countries. ANNUAL REPORT I 2008 I NASPERS LIMITED I 35 REVIEW OF OPERATIONS Business Overview – Print media Print media

The group has a 30% interest in Abril, the leading magazine publisher in Brazil with circulation market share of approximately 42% and an advertising share of 59%. Abril disposed of its pay-TV distribution service, TVA, during the period. Abril performed well on the back of its efﬁ cient delivery network and recruitment techniques.

New magazine titles were launched, including Gloss, an upmarket female magazine. A number of new internet initiatives were introduced, ranging from websites supporting the print brands to new-generation services. Abril was one of the ﬁ rst corporate entities in Brazil to invest in the social area. Focusing on the improvement of elementary education, the Victor Civita Foundation sponsors a number of teacher and support projects. The Naspers group also has a 37% interest in the leading sports publisher in China, Titan Media. Titan speciﬁ cally fosters the broad interest in soccer in China. Beijing Media Corporation, in which the group has a small interest and which operates a leading local newspaper, had a more challenging year.

SOUTH AFRICA Newspapers Economic conditions in South Africa tightened, although solid ﬁ nancial performances were achieved all round.

36 I NASPERS LIMITED I ANNUAL REPORT I 2008 REVIEW OF OPERATIONS Business Overview – Print media continued

REVENUE

Circulation growth was recorded in rand millions for some of the younger titles, while 7 000 circulation was steady for most of 6 000 the mature products. The Daily Sun’s 5 000 circulation grew to more than 4 000 513 000 per day and readership 3 000 2 000 increased to 4,75 million. It is the 1 000 most widely read daily in South 0 Africa. In the Western Cape, the 2007 2008 daily tabloid, Son, grew circulation to 97 000. EBITDA The weekly review, Soccer Laduuuuuma!, recently set a circulation record of 321 000. Sunday Sun and City Press, both Sunday titles, in rand millions showed steady growth. City Press this year also celebrated its 25th 1 000 anniversary by launching several initiatives under the banner of 800 Your SA, Our Home, Our 600 Efforts campaign, which focuses on community 400 values and environmental 200 aspects. 0 A community 2007 2008 magazine, My Week, was launched. Due to the slowdown OPERATING PROFIT in the market, a number of smaller titles were discontinued. before amortisation and other gains/losses Media24’s newspaper journalists again performed by winning a wide in rand millions variety of awards. 800 700

600 Magazines 500 It was not a good year for magazines, 400 reﬂ ected by the slowdown in 300 200 advertising support. Looking ahead, 100 advertising budgets are more 0 2007 2008 conservative.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 37 REVIEW OF OPERATIONS Business review – Pay TV

Consumers are under Media24 magazines won various pressure with the result that categories in the prestigious annual circulation levels are subdued, 2007 Pica Awards. This includes Weg, Visi even for established category and www.fi n24.co.za (the magazine website). leaders. However, impressive circulation Paarl Media fi gures were recorded by Drum Paarl Media had a solid year with the (over 105 000), Move! (to almost two bigger operations, Paarl Gravure and 131 000), Cosmopolitan (to Paarl Web, showing healthy growth. 123 600) – in which we hold The new a 50% interest, Real (56 000) and printing National Geographic Kids (39 000). plant, Newly launched titles include Destiny, Paarl Web Gauteng, exceeded Sarie Kos, Huisgenoot Pols/You Pulse and expectations and increased volumes, Best Life. and commissioned an additional press. Media24’s focus shifted from new Capacity was also increased at Paarl Web releases to cultivating magazines and Paarl Print. Paarl Print secured launched in previous years. Titles contracts from other African countries, without suffi cient traction were and Paarl Labels performed well. The discontinued.

38 I NASPERS LIMITED I ANNUAL REPORT I 2008 REVIEW OF OPERATIONS Business Overview – Print media continued

General publishers, NB Publishers (including Tafelberg and Human & Rousseau), also had a good year, publishing numerous award-winning books. This included the ﬁ rst full-colour illustrated South African history book in nearly two decades.

Sustainability and corporate social investment management team at Paarl Media was strengthened to In addition to its empower- deal with the steady growth of recent years. ment initiative, Welkom However, the increasing price of paper and ink will Yizani, Media24 is committed to uplifting the lives of the constrain margins in future. Commercial printing communities in which it operates. It recognises the volumes may come under pressure if customers, such importance of its impact on the environment and the as retailers, experience volume contractions. effective management of occupational health and safety risks, as well as the development of its employees.

131 thousand circulation recorded by Move!

Book publishing Media24 produced its fi rst offi cial This unit is now smaller scorecard compliant with the South following the disposal of Van African department of trade and Schaik Retail and Afribooks, industry’s Codes of Good Practice but performed well. through an independent verifi cation Publishers and agents agency. Media24 is proud to have continued improvements from achieved full points for both the last year. School book enterprise development and socio- publishers, Nasou Via Afrika economic development components. (NVA) and Jonathan Ball More details of the company’s social Publishers, recorded solid investment initiatives can be obtained performances. on the website (www.media24.com).

ANNUAL REPORT I 2008 I NASPERS LIMITED I 39 REVIEW OF OPERATIONS Business Overview – Technology Technology

Irdeto’s content security business achieved strong growth in both revenue and cash ﬂ ow. Some 10,7 million smart cards and security chips were shipped during the period.

Regional market potential was recognised by opening new offi ces in Japan, Singapore, Dubai and Moscow. The joint headquarters are in Amsterdam and Beijing. Irdeto acquired the French middleware company IDWay. The group’s customer care and billing business now forms part of Irdeto. A next-generation product was launched recently, as was an end-to-end solution, Irdeto Digital TV SmartStart. Advanced service offerings were highlighted. Partnering with OpenTV and Pace, Irdeto delivered high-defi nition PVR to DigiTurk in Turkey and will add push video-on-demand services in 2008. In line with its objective to diversify on its security foundation, Irdeto acquired American-based software security fi rm, Cloakware. This unit offers software protection products. Broadband penetration now grows strongly in almost all markets. The group’s unit Entriq is well positioned and has captured market share with its security and commerce products. To cover a greater part of the technology value chain, it acquired Dayport, which specialises in production workfl ow, encoding and syndication software for broadcasters and web publishers. The combined products facilitate all aspects from content creation to consumption.

40 I NASPERS LIMITED I ANNUAL REPORT I 2008 41 Governance and sustainability GOVERNANCE AND SUSTAINABILITY

GOVERNANCE AND SUSTAINABILITY

INTRODUCTION of the US Sarbanes-Oxley Act of 2002. Although there is As corporate governance and sustainability are essential for currently no formal obligation to comply with this act, stakeholders of the Naspers group, the board of directors internal control policies and procedures implemented to aspires to conduct the group’s business with integrity. The become compliant will be retained where appropriate. board of directors is committed to applying appropriate The board’s audit and risk management, human resources corporate governance policies and practices in each company and nomination committees fulfil key roles in ensuring good in the group. corporate governance. The group uses independent external Naspers is a multinational media entity with operations in advisors to monitor regulatory developments, locally and Africa, South America, Asia, Europe and the USA. Its primary internationally, to enable management to make listing is on the JSE Limited (JSE). The company is therefore recommendations to the Naspers board and the boards of subject to the Listings Requirements of the JSE, the guidelines major group companies on matters of corporate governance. contained in the King Report on Corporate Governance for South Africa 2002 (King II), as well as legislation applicable IMPROVEMENTS MADE DURING THE PAST to publicly listed companies in South Africa. YEAR AND PLANS FOR THE YEAR AHEAD Independent boards of directors, all of which have The board has a process to annually review the effectiveness established their own governance practices and and role of the board and its chair, as well as the effectiveness subcommittees that comply, as appropriate to the companies, of the respective board committees. Self-assessment of the with the necessary governance and regulatory requirements, audit and risk management committee includes a focus on govern several of Naspers’s subsidiaries. the key competencies of the committee. Those subsidiaries During 2007, the company decided to delist its American with their own audit committees follow the same practice. Depositary Shares (ADSs) from NASDAQ and terminate The nomination committee was established as a separate registration of the ADSs with the Securities and Exchange entity (previously combined with the human resources Commission (SEC) in the USA. Naspers converted its committee) during the year. American Depositary Receipt (ADR) programme into a Subsidiaries took further steps to entrench their Level I ADR programme. Its application to list its ADSs on the respective codes of business ethics in their operations London Stock Exchange (LSE) was also successful. Level I through appropriate training initiatives. ADRs are traded in the USA on an over-the-counter (OTC) Whistle-blowing facilities are in place at most of the basis. International investors are therefore able to buy and major subsidiaries locally and abroad where allowed. They sell Naspers securities either through the Level I ADR OTC make provision for employees to anonymously report market, the LSE or the JSE. unethical conduct in the workplace. Naspers was listed on the LSE in the third quarter of Planning and reporting on the group’s corporate social 2007. As this is a secondary listing, Naspers is not required investments has been reviewed. to adhere to the corporate governance requirements set out For the ensuing financial year, Naspers will continue to under the UK’s Combined Code. Certain LSE Listings evaluate areas where governance at a corporate and Requirements must, however, be complied with. subsidiary level can be strengthened. The implications of the Compliance with both the JSE and applicable LSE Listings new proposed Companies Bill in South Africa, as well as the Requirements is monitored by the audit and risk King III Code on Corporate Governance (currently under management committee of the board. During the previous review) will also be analysed and appropriate steps taken. financial year, Naspers also complied with the requirements

42 I NASPERS LIMITED I ANNUAL REPORT I 2008 GOVERNANCE AND SUSTAINABILITY (continued)

STATEMENT OF COMPLIANCE The chair The Listings Requirements of the JSE require that JSE The chair is an independent, non-executive director. He companies report on the extent to which they comply with provides guidance to the board as a whole and ensures that the principles set out in King II. The board, to the best of its the board is efficient, focused and operates as a unit. He acts knowledge, believes that throughout the period under review as facilitator at board meetings to ensure a flow of opinions the company has applied the principles of King II. and attempts to lead discussions to optimal outcomes in the While the board believes that the company complies with interests of good governance. He represents the board in the appropriate governance requirements, it recognises that external communications in consultation with the managing practices and procedures can always be improved, and director and financial director. therefore reviews progress annually. The managing director The managing director reports to the board and is responsible THE BOARD for the day-to-day business of the group and the Composition implementation of policies and strategies approved by the The details of directors at 31 March 2008 are set out on board. Chief executives of the various businesses assist him pages 52 and 53 of this annual report. in this task. Board authority conferred on management is Naspers has a unitary board structure, which fulfils an delegated through the managing director, in accordance with oversight and controlling function. The board has a charter approved authority levels. evidencing a clear division of responsibilities. The majority of board members are non-executive directors, who are Appointments to the board independent of management, to ensure that no one The board has adopted a policy on procedures for the individual has unfettered powers of decision-making and appointment and orientation of directors. The nomination authority. This ensures that shareholder interests are committee periodically assesses the skills represented on the protected. In addition, to ensure a clearly defined division of board by non-executive directors and determines whether responsibilities, the roles of chair and managing director are those skills meet the company’s needs. Annual self- separate. During the financial year, an acting chief executive evaluations conducted by the board and its subcommittees was in office. Subsequent to the year-end, Mr Koos Bekker assist in this regard. Directors are invited to give their input was reappointed to the board as chief executive and in identifying potential candidates. The members of the managing director. Mr Boetie van Zyl fulfils the role of lead nomination committee, who are all independent, propose director in all matters not dealt with by the independent suitable candidates for consideration by the board. A “fit and non-executive chair. proper” evaluation is performed for each candidate identified. At 31 March 2008, the board comprised 10 independent Retirement and re-election of directors non-executive directors and one executive director, as All non-executive directors are subject to retirement and defined under the Listings Requirements of the JSE. Five re-election by shareholders every three years. In addition, all directors (45%) are from previously disadvantaged groups non-executive directors are subject to election by shareholders and two directors (18%) are female. These figures are above at the first suitable opportunity in the case of an interim the average for JSE-listed companies. appointment. The names of non-executive directors submitted for election or re-election are accompanied by brief

ANNUAL REPORT I 2008 I NASPERS LIMITED I 43 GOVERNANCE AND SUSTAINABILITY (continued) biographical details (refer to pages 52 and 53 of this annual Role and function of the board report) to enable shareholders to make an informed decision The board has adopted a charter setting out its responsibilities. on their election. The reappointment of non-executive Among other obligations, it: directors is not automatic. s determines the company’s mission, provides strategic direction to the company and is responsible for the Orientation and development adoption of strategic plans and the implementation of There is an induction programme for new members of the values that support this board and of key committees, specifically tailored to the s evaluates and approves the annual business plan and needs of the individual appointees. The programme involves budget drafted by management industry and company-specific orientation, including s retains full and effective control over the company and meetings with senior management as appropriate, to monitors management on the implementation of the facilitate an understanding of operations. Board members approved annual budget and business plan are also exposed to the main markets in which the group s appoints the managing director or chief executive officer, operates. The company secretary assists the chair with the who reports to the board, and ensures that succession is induction and orientation of directors, including arranging planned specific training if required. s approves the company’s financial statements, interim and The company is also committed to continuing director provisional reports, and is responsible for their integrity development to assist directors to build on their expertise and presentation and develop an understanding of the businesses and main s evaluates the viability of the company and the group on a markets in which the group operates. going-concern basis s determines the company’s communication policy Conflicts of interest s determines director selection, orientation and evaluation Naspers has adopted an official code that deals with the s ensures that the company has appropriate risk management of potential conflicts of interest. This ensures management, internal control and regulatory compliance that candidate directors, as well as existing directors, are free procedures in place and that it communicates adequately of conflicts of interest between the obligations they have to with shareholders and other stakeholders the company and their private businesses. Any interest in s establishes board subcommittees with clear terms of contracts with the company must be formally disclosed and reference and responsibilities as appropriate documented. Directors must also adhere to an official policy s defines levels of authority for specific matters, and on the trading of securities of the company and its listed delegates required authority to board subcommittees subsidiaries. and management s monitors non-financial aspects pertaining to the business Independent advice of the company Individual directors may, after consulting with the chair or s considers and, if appropriate, declares the payment of the managing director, seek independent professional advice, dividends to shareholders, and at the expense of the company, on any matter connected s regularly evaluates the performance and effectiveness of with the discharge of their responsibilities as directors. the board and its subcommittees.

44 I NASPERS LIMITED I ANNUAL REPORT I 2008 GOVERNANCE AND SUSTAINABILITY (continued)

Board meetings and attendance All matters put to the committee were dealt with on a The board meets regularly, at least every quarter, and when round-robin basis. specific circumstances require. The executive committee will attend to urgent matters that cannot await the next scheduled Audit and risk management committee meeting, as delegated by the board. The board held five The members of this committee are all independent. meetings during the past financial year. The independent Mr Boetie van Zyl was the chair of the committee during non-executive directors meet at least once annually without the past financial year and has financial leadership skills. the managing director, financial director and chair present, to All members are financially literate and have substantial discuss the performance of these individuals. business and financial expertise. The company secretary acts as secretary to the board and The committee held three meetings during the past its subcommittees and attends all meetings. Details of financial year. Details of attendance of the members of this attendance at meetings are provided on page 54 of this subcommittee are provided on page 54 of this annual report. annual report. The managing director and the financial director attend the audit and risk management committee meetings by invitation. Both the internal and the external auditors have BOARD COMMITTEES unrestricted access to the committee. The external auditors While the board remains accountable and responsible for the may also report their findings to the committee with performance and affairs of the company, it delegates to members of executive management not in attendance. board subcommittees and management certain functions The scope of this committee includes risk management, to assist it to properly discharge its duties. Appropriate as well as compliance with the Listings Requirements of the structures for those delegations are in place, accompanied JSE and the LSE. Among others, the main responsibilities of by monitoring and reporting systems. the audit and risk management committee are to: Each subcommittee acts within agreed, written terms of s address all matters required to be dealt with by an audit reference. The chair of each subcommittee reports at each committee in terms of the South African Corporate Laws regular meeting of the board and minutes of subcommittee Amendment Act, 2006 (which was promulgated on meetings are provided to the board. 14 December 2007) The chair of each subcommittee is a non-executive s review and recommend to the board for approval the director and is required to attend annual general meetings to company’s annual reports, interim and provisional reports answer questions raised by shareholders. The established s receive the external auditor’s reports board subcommittees are detailed below. s review and make recommendations to the board on the

Executive committee viability of the companies concerned and the group itself on a going-concern basis This committee comprises a majority of non-executive s review material litigation cases directors, one being the chair of the board, who also serves s evaluate and approve the external auditor’s plans, ﬁndings as the chair of the executive committee, and the executive and reports directors. The executive committee acts on behalf of the s evaluate the effectiveness of the internal auditing board with regard to the management of urgent issues when function, including its activities, scope, adequacy and the board is not in session, subject to statutory limits and the costs, and approve the annual internal audit plan and any board’s limitations on delegation. This committee was not material changes to this plan required to meet formally during the past ﬁnancial year.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 45 GOVERNANCE AND SUSTAINABILITY (continued) s evaluate procedures and systems introduced by recommend proposals to the board for final approval by management (including, without limitation, internal shareholders in the annual general meeting controls, disclosure controls and procedures and s fulfil delegated responsibilities in respect of the group’s information systems) share-based incentive schemes s review and approve the activities, scope, adequacy and s approve appointments and promotions of top executives effectiveness of the company’s risk management and s evaluate cases of unethical business behaviour, if any, by regulatory associated procedures senior managers and executives of the company, and s evaluate legal matters that may affect the financial s review employment equity and skills development plans. statements s establish procedures for the treatment of complaints Nomination committee received by the company regarding accounting, internal This committee is now a stand-alone committee. It is also control or auditing matters chaired by Mr Ton Vosloo and comprises only independent s review alleged incidents reported through the non-executive directors. Executive directors and certain whistle-blower facility members of management attend meetings by invitation. This s determine the principles for using the external auditor for committee met four times during the financial year. Details non-audit services, and of attendance of the members of this subcommittee are s evaluate the effectiveness of the committee. provided on page 54 of this annual report. The main responsibilities of the nomination committee are to: Human resources committee s annually review the effectiveness of corporate governance This committee, chaired by Mr Ton Vosloo, comprises only guidelines and charter of the board independent non-executive directors. Executive directors and s make recommendations to the board on the structure, certain members of management attend meetings by size and composition of the board invitation as appropriate. This committee met four times s evaluate the performance of the board, its subcommittees, during the financial year. Details of attendance of the directors and the chair members of this subcommittee are provided on page 54 of s make recommendations to the board on the appointment this annual report. of new directors, and Among others, the main responsibilities of the human s determine directors’ criteria such as the limitation on the resources committee are to: number of boards on which a director may serve and s determine the company’s general policy on remuneration terms of office. s annually review and approve remuneration packages of executive directors, including incentive schemes and Discharge of responsibilities increases The board has determined that all subcommittees discharged s annually appraise the performance of the managing their responsibilities for the year under review in compliance director/chief executive officer with their terms of reference. s regularly review the company’s code of business ethics and the effectiveness of the business ethics management programme THE COMPANY SECRETARY s annually review the general level of remuneration for The company secretary is responsible for providing the board directors of the board, as well as its committees, and with guidance on the discharge of its responsibilities in terms

46 I NASPERS LIMITED I ANNUAL REPORT I 2008 GOVERNANCE AND SUSTAINABILITY (continued) of the legislation and regulatory requirements of the relevant the LSE. It is consequently sensitive to any global political jurisdictions. and other events that may influence the global economy or The directors have unlimited access to the advice and share prices. services of the company secretary. The company secretary plays an active role in the company’s corporate governance Competition and technical innovations and business ethics management process, and ensures that The group operates in fiercely competitive and sometimes in accordance with the pertinent laws, the proceedings and maturing markets. Technology forms an integral part of its affairs of the board, the company itself and, where operations. Several print products may be diminished by appropriate, shareholders are properly administered. He is internet rivals. The group devotes significant resources to also the company’s public officer, compliance officer and analyse emerging trends in technology and consumer demand, delegated information officer. The company secretary and to the development of new products and services, but it monitors directors’ dealings in securities and ensures may be mistaken in its analyses or its projects may misfire. adherence to closed periods for share trading. Currency fluctuations The group reports in South African rand, the exchange rate RISK MANAGEMENT of which may vary relative to other currencies. In addition, As an international multimedia group with business activities in several markets the group has substantial input costs in in various countries, the group is exposed to a wide range of foreign currencies. The movements of these currencies could risks, which may have serious consequences. have a negative or positive impact on our income or However, the diversified nature of the group helps spread expenses. Unrealised and realised currency translation gains the risk. The identification of risks and their management or losses may distort the group’s financial accounts. The form part of each business unit’s business plan. These are group has a policy to hedge only some of its foreign assessed by the board annually. currency positions. Several group companies have specific risk management functions. The audit and risk management committee also Legislation and regulations reviews the risk management process. The media industry is, in general, subject to government An internal control overview committee was established regulation in most countries. Failure or delays in obtaining or subsequent to Naspers deregistering from the SEC. As the renewing regulatory approvals could influence the availability group remains committed to high standards of corporate of our services to our customers. The Naspers group aims to governance and particularly to strong systems of internal comply with applicable laws and regulations. To achieve this, control and risk management, the need for such a forum to the group cooperates with the various regulators in the oversee these issues was recognised. countries in which it operates. Furthermore, the group At present the following major risks are evident, among participates in the regulatory processes in the various a wide range of related exposures: territories, sometimes in conjunction with partners that are local experts. Global political and market developments

The Naspers group operates in the media and entertainment Political and economic instability industry worldwide and has its primary listing on the JSE. The Political instability in any of the countries in which the group company successfully applied for the listing of its ADSs on operates, could cause us damage. The group undertakes an

ANNUAL REPORT I 2008 I NASPERS LIMITED I 47 GOVERNANCE AND SUSTAINABILITY (continued) initial risk assessment before entering new territories and All internal control systems do, however, have monitors current risks in countries in which it operates. shortcomings, including the possibility of human error and the evasion or flouting of control measures. Even the best Technology failures internal control system may provide only partial assurance Satellite failure: most of the group’s pay-television services are to us. The group’s internal controls and systems are designed delivered to subscribers via satellite. Satellites are subject to to provide reasonable, and not absolute, assurance on the damage or destruction, which may disrupt the transmission of integrity and reliability of the financial statements; to services. Some procedures are implemented to secure the safeguard, verify and maintain accountability of its assets; availability of our services, ranging from back-up capacity in and to detect fraud, potential liability, loss and material some cases to built-in redundancy. The cost of these measures misstatement, while complying with applicable laws and is considered against the impact and likelihood of the risk regulations. The work that was performed in compliance with occurring and consequently, in some cases, satellites remain Sarbanes-Oxley Section 404 for the year ended 31 March unprotected or only partially protected. 2007 further strengthened the internal control environment. Electricity supply: The production and distribution of the The group evaluated its internal control systems as at group’s products depend on constant and high-quality 31 March 2008 with regard to financial reporting and electricity supply. South Africa’s economic growth in the safeguarding of assets against unauthorised purchases, use short term places pressure on the sources of electricity. The or sales. During the period under review, the internal control group has taken measures to lessen the impact of power system revealed no significant breakdown in internal control. failures (eg by installing generators), but the effect of protracted power failures will have a negative impact on INTERNAL AUDIT revenues. An internal audit function is in place throughout the group Printing facilities: Damage or malfunction in the printing and is an independent appraisal mechanism that evaluates the environment would disrupt circulation of print media and group’s procedures and systems (including internal controls, decrease revenue. This risk is only partially mitigated by disclosure procedures and information systems), ensuring that insurance cover and back-up. these are functioning effectively. The head of internal audit reports to the chairman of the Naspers audit and risk INTERNAL CONTROL SYSTEMS management committee, with administrative reporting to the The company has a system of internal control, based on the finance director. The annual internal audit plan for 31 March group’s policies and guidelines, in all material subsidiaries, 2008, approved by the audit and risk management committee, associates and joint ventures under its control. For those focused on providing assurance on the effectiveness of entities in which Naspers does not have a controlling interest, internal control over financial reporting. The internal audit the directors who represent Naspers on these boards seek fieldwork is outsourced to one of the major auditing firms. assurance that significant risks are managed and systems of internal control are effective. Risk managers and the internal RELATIONS WITH SHAREHOLDERS auditors monitor the functioning of internal control systems The company maintains a dialogue with its key financial and make recommendations to management and to the audit audiences, especially institutional shareholders and analysts. and risk management committee. External auditors consider The investor relations unit manages interaction with these elements of the internal control systems as part of their audit and communicate deficiencies when identified.

48 I NASPERS LIMITED I ANNUAL REPORT I 2008 GOVERNANCE AND SUSTAINABILITY (continued) audiences and presentations take place after publishing REMUNERATION PHILOSOPHY interim and final results. The remuneration policy and its execution is the The company’s website (www.naspers.com) provides the responsibility of the human resources committee. latest and historical financial and other information, including Non-executive directors receive annual remuneration as financial reports. The board encourages shareholders to attend opposed to a fee per meeting. This recognises the ongoing its annual general meeting, notice of which is contained in responsibility of directors for the efficient control of the this annual report, where shareholders will have the company. This remuneration is augmented by compensation opportunity to put questions to the board, management and for services on the subcommittees of the board and boards the chairs of the various board subcommittees. of subsidiaries. A premium is payable to the chair of the board, as well as to the chairs of the subcommittees. BUSINESS ETHICS The remuneration in question is reviewed annually, with In support of the requirements of King II, the company has reference to competitors and companies that have a dual formalised its business ethics management process within listing on the JSE and an overseas securities exchange. the group. The group code of business ethics is compliant Independent advice is acquired to review directors’ with appropriate regulatory requirements. remuneration. This remuneration is not linked to the This code applies to all directors and employees in the company’s share price or performance. Non-executive group. Ensuring that group companies adopt appropriate directors do not qualify for participation in the group’s processes and establish supporting policies and procedures share-based incentive schemes. The board annually is an ongoing process. Specific policies and procedures that recommends the remuneration of non-executive directors for address key ethical risks, such as managing conflicts of approval by shareholders. interests, the acceptance of inappropriate gifts and the like, In remunerating executives, the group aims to attract, are key focuses. Effective communication of and training on motivate and retain competent and committed leaders in its the code of business ethics is a priority. drive to create sustainable shareholder value. We aim to The human resources committee acts as the overall recognise top performance and attract entrepreneurs to custodian of the business ethics management process and further grow the value of the group. The remuneration monitors compliance with the group’s code. The disciplinary philosophy for executives strives to meet this objective. codes and procedures of the various companies are used to Accordingly, the focus of the policy is not primarily on the ensure compliance with the policies and practices that guaranteed annual remuneration package, but on individual underpin the overall code of business ethics. Unethical incentive plans linked to the creation of shareholder value. behaviour by senior staff members is reported to the human Remuneration packages are monitored and compared resources committee, as well as the manner in which the with reported annual figures for comparable positions to company’s disciplinary code was applied in this respect. ensure they are fair and compatible. Executives have an Naspers is committed to conducting its business with annual bonus scheme, provided that strategic and integrity. This commitment is captured in our integrity chain, operational objectives are met or surpassed. As long-term which expresses the guiding principles. The group expects all incentives, executives typically participate in share-based directors and employees to share its commitment to business incentive schemes in respect of Naspers N shares and, in ethics and legal standards. appropriate instances, shares or stock appreciation rights in their respective subsidiaries. These awards normally vest over a period of four or five years.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 49 GOVERNANCE AND SUSTAINABILITY (continued)

The fees for non-executive directors for the past year, as Regular organisational, health and safety risk control well as the remuneration packages of executive directors, are audits are conducted by operational entities and published on pages 104 and 105 of this annual report. improvements are implemented as required.

Wellness SUSTAINABLE DEVELOPMENT Several wellness programmes are operated by some of the Naspers prepared a sustainability report for the first time group’s subsidiaries to provide a preventative approach to according to the Global Reporting Initiative (GRI) application employee health. These include programmes to assist level C. The document is available on our website employees to stop smoking. Free eye-testing is also offered. (www.naspers.com). Professional and independent psychosocial support is Naspers is a diverse group with international operations provided for staff in many of the group’s businesses. across the globe, some of which fall under the management control of the group, and are described in the review of HIV/Aids operations section of this annual report. Naspers is acutely aware of the HIV/Aids pandemic in Africa All businesses under the operational control of Naspers or and the social and economic implications of the disease. its major subsidiaries in South Africa are included in the GRI Comprehensive programmes comprise: report. The majority of these activities and their impact are s information and awareness campaigns relevant to South Africa for the year ended 31 March 2008. s voluntary free testing Naspers’s operations are clearly defined into electronic s free counselling, and (internet, pay television, technology) and print media s comprehensive medical treatment programmes. platforms, and have distinctly separate risk profiles. Therefore management’s approach is different in these businesses. Environment MultiChoice South Africa and Media24 prepared separate In recognition of our impact on the environment, especially GRI reports, which are available on their websites, through direct greenhouse gas emissions, the group www.multichoice.co.za and www.media24.com performed a high-level risk analysis as detailed in the table. respectively. These impacts are rated in relation to the Naspers businesses. Sustainability reports in accordance with GRI principles Media24 conducted an electricity efficiency audit during by some of our businesses outside South Africa will be 2007 at its head office in Cape Town to identify possible considered in the ensuing financial year. improvements. South African operations will investigate further improvements in the use of electricity during the The workplace next year. The implementation of a healthy, safe workplace at The South African businesses recently conducted a review administrative and production facilities is a priority for of the potential impact that the current electricity crisis the group. Where required and in keeping with local could have on our operations. The group invested R85 million requirements, health and safety committees – with in generators and UPS (uninterrupted power supply) units responsible individuals who receive training to improve their over recent years. skills – have been formed to ensure compliance with applicable regulations. Medical emergency and disaster recovery plans have been devised as appropriate in operating businesses.

50 I NASPERS LIMITED I ANNUAL REPORT I 2008 GOVERNANCE AND SUSTAINABILITY (continued)

Greenhouse gas risk and impact per platform under management control Corporate Pay TV Internet Technology Print media

Electricity use Low Medium Medium Low High

Water use Low Low Low Low Medium

Efﬂuents use Low Low Low Low Medium

Transportation Low (air transport) Low Low Low Medium (motor vehicles)

Waste Low (office paper Low (office paper Low (office paper Low (office paper Medium (paper) and computer and computer and computer and computer equipment) equipment) equipment) equipment)

Direct emissions Low Low Low Low High (printing facilities)

Commitment to empowerment Our subsidiaries employ a variety of participating Naspers supports the aim to incorporate previously structures on issues that affect employees directly and disadvantaged communities into South Africa’s mainstream materially, which are designed to achieve good employer/ economy. employee relations. This is facilitated through effective The Welkom Share Scheme, which was launched in 1999, sharing of relevant information, consultation and conflict matured in the 2007 financial year with every R1 000 invested resolution. These structures embrace goals relating to yielding a return of R31 000. The total paid out to BEE (black productivity, career security, identification with the group economic empowerment) participants was R235 million. and, where applicable, local legislative requirements. Media24 successfully concluded a broad-based BEE share The group focuses on employment equity targets in offer, Welkom Yizani, resulting in approximately 100 000 its South African operations, including setting specific black people and groups owning an indirect interest in employment targets, mentorships for previously Media24 Limited. disadvantaged employees, integration of people with physical MultiChoice South Africa completed two successful disabilities, promotion of an environment free from empowerment transactions, Phuthuma Nathi and Phuthuma discrimination against women and preference in Nathi 2. These transactions were structured to be truly broad procurement. Employment equity targets are integrated into based. Approximately 120 000 black people and groups now the South African operations’ business plans and own an indirect interest in MultiChoice South Africa Holdings performance is measured. Specific training needs for (Proprietary) Limited. identified black successors are also actioned. Succession plans for senior management positions are Staff participation and development regularly reviewed. We recognise that diversity is essential for the sustainability of our business. Serving our communities The group plays an active role in the communities it serves. We focus mainly on literacy and educational programmes in Africa.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 51 DIRECTORATE TON VOSLOO Ton Vosloo became managing director of Naspers Limited in 1984, serving as non-executive chairman since 1997. He served as a journalist from 1956 to 1983 and as editor of Beeld from 1977 to 1983. He is a director of Media24, MultiChoice South Africa Holdings and chairman of MIH B.V., MIH Mauritius and MIH Holdings and independent non-executive chairman of the board of Naspers. He is a former chairman of Sanlam, M-Net and the WWF (SA).

RACHEL JAFTA Rachel Jafta is an associate professor in economics at Stellenbosch University and a director of Econex. Prof Jafta is the chairperson of the Helen Suzman Foundation and a board member of the South African Institute of Race Relations. She is a member of the audit and risk management committee of Naspers, chairperson of the Media24 audit and risk management committee and serves on the Media24 board. She is chairperson of the Rachel’s Angels empowerment project.

KOOS BEKKER Koos Bekker led the founding team of M-Net in 1985, serving as chief executive of the MIH group until 1997. He was also a founding director of MTN. He is a director of Media24, MIH B.V., MIH Mauritius, MIH Holdings, MultiChoice South Africa Holdings and other companies in the wider group. He also serves on the local organising committee for the Fifa Soccer World Cup 2010 and the council of the University of Stellenbosch. He has been chief executive of Naspers since 1997. Koos rejoined the board on 1 April 2008 after a one-year sabbatical.

STEVE PACAK Steve Pacak joined the group in 1988 and is a director of MIH B.V., MIH Mauritius, MIH Holdings, MultiChoice South Africa Holdings, Media24 and other companies in the wider group. He has been an executive director of Naspers since 1998.

FRED PHASWANA Fred Phaswana is chairman of Transnet, Ethos, Anglo American South Africa, Anglo Platinum Limited and a director of Anglo American plc. He is also chairman of the SA Institute of International Affairs.

BEN VAN DER ROSS Ben van der Ross is chairman of RMB Asset Management (Pty) Limited. He also serves on the company boards of Momentum Life, FirstRand, Pick ‘n Pay Stores Limited and Lewis Stores Limited.

52 I NASPERS LIMITED I ANNUAL REPORT I 2008 DIRECTORATE (continued) JAKES GERWEL Jakes Gerwel joined the Naspers group as a director in 1999. He is a former director- general in the ofﬁ ce of past president Nelson Mandela, secretary to the cabinet and rector of the University of the Western Cape. Prof Gerwel is chancellor of Rhodes University and the chairman of Brimstone Investment Corporation, South African Airways, Media24 and Welkom Yizani. He is a member of the executive and the human resources and nomination committees of Media24 and Naspers.

FRANCINE-ANN DU PLESSIS Francine-Ann du Plessis is a director of Loubser du Plessis Inc, chartered accountants, the Industrial Development Corporation (IDC) of South Africa, the KWV group, Sanlam and South African Airways. Adv du Plessis is a member of the audit and risk management committee of Naspers.

BOETIE VAN ZYL Boetie van Zyl is a member of the boards of MIH Holdings, MIH Mauritius, MIH B.V., Media24 and Murray & Roberts and a trustee and director of Peace Parks in South Africa. He is chairman of the Naspers audit and risk management committee, a member of the audit and risk management committee of MIH and Media24, as well as a member of the human resources and nomination committees of Media24 and Naspers.

NEIL VAN HEERDEN Neil van Heerden is a trustee of the University of the Western Cape, former executive director of the South Africa Foundation (now Business Leadership) and a director of Via Afrika and other companies.

HEIN WILLEMSE Hein Willemse is a member of the boards or a trustee of various organisations and community bodies. Prof Willemse is head of the department of Afrikaans at the University of Pretoria.

LOURENS JONKER Lourens Jonker is the owner of Weltevrede Wine Estate near Bonnievale in South Africa. He is a director of Absa and a former chairman of the KWV group.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 53 DIRECTORATE (continued)

DIRECTORS

Five board Date ﬁrst meetings were held appointed in during the year. current position Date last appointed Attendance: Category

T Vosloo 6 October 1997 24 August 2007 5 Independent, non-executive

F-A du Plessis 23 October 2003 25 August 2006 5 Independent, non-executive

G J Gerwel 12 July 1999 3 September 2004 5 Independent, non-executive

R C C Jafta 23 October 2003 25 August 2006 5 Independent, non-executive

L N Jonker 7 June 1996 24 August 2007 4 Independent, non-executive

S J Z Pacak 24 April 1998 24 April 1998 5 Executive

T M F Phaswana 23 October 2003 25 August 2006 5 Independent, non-executive

B J van der Ross 12 February 1999 26 August 2005 4 Independent, non-executive

N P van Heerden 7 June 1996 24 August 2007 5 Independent, non-executive

J J M van Zyl 1 January 1988 26 August 2005 5 Independent, non-executive

H S S Willemse 30 August 2002 24 November 2006 5 Independent, non-executive

J P Bekker was reappointed as director on 1 April 2008 after a one-year sabbatical.

COMMITTEES

Audit and risk Human Executive management resources Nomination committee committee committee1 committee1

Three meetings Four meetings Four meetings were held during were held during were held during No meetings held the year. the year. the year. during the year Attendance: Attendance: Attendance: Category

T Vosloo 3 4 4 Independent, non-executive

F-A du Plessis 3 Independent, non-executive

G J Gerwel 4 4 Independent, non-executive

R C C Jafta 3 Independent, non-executive

L N Jonker Independent, non-executive

S J Z Pacak2 Executive

B J van der Ross Independent, non-executive

N P van Heerden Independent, non-executive

J J M van Zyl 3 4 4 Independent, non-executive

Notes 1. The responsibilities of the human resources and nomination committee were separated and the nomination committee is now a stand-alone committee. 2. Executive directors attend meetings by invitation. J P Bekker was reappointed as director on 1 April 2008 after a one-year sabbatical.

54 I NASPERS LIMITED I ANNUAL REPORT I 2008 ADMINISTRATION AND CORPORATE INFORMATION

GROUP SECRETARY ADR PROGRAMME G M Coetzee The Bank of New York Mellon maintains a Global 40 Heerengracht BuyDIRECT™ plan for Naspers Limited. Cape Town 8001 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 1-888-BNY-ADRS 40 Heerengracht or 1-800-345-1612 or write to: Cape Town 8001 The Bank of New York Mellon South Africa Shareholder Relations Department – P O Box 2271 Global BuyDIRECT™ Cape Town 8000 Church Street Station South Africa P O Box 11258, New York, NY 10286-1258, USA Tel: +27 (0)21 406 2121 Fax: +27 (0)21 406 3753 SPONSOR REGISTRATION NUMBER Investec Bank Limited (Registration number: 1969/004763/06) 1925/001431/06 P O Box 785700, Sandton 2146 Incorporated in South Africa South Africa Tel: +27 (0)11 286 7326 AUDITOR Fax: +27 (0)11 286 9986 PricewaterhouseCoopers Inc.

ATTORNEYS TRANSFER SECRETARIES Jan S. de Villiers Link Market Services South Africa (Pty) Limited P O Box 1474, Cape Town 8000 (Registration number: 2000/007239/07) South Africa P O Box 4844, Johannesburg 2000 South Africa INVESTOR RELATIONS Tel: +27 (0)11 630 0800 M Horn Fax: +27 (0)11 834 4398 [email protected] Tel: +27 (0)11 289 3320 Fax: +27 (0)11 289 3026

www.naspers.com

ANNUAL REPORT I 2008 I NASPERS LIMITED I 55 ANALYSIS OF SHAREHOLDERS AND SHAREHOLDERS’ DIARY

ANALYSIS OF SHAREHOLDERS

Number of Number of Size of holdings shareholders shares owned

1 – 100 shares 22 163 534 043 101 – 1 000 shares 20 499 5 836 131 1 001 – 5 000 shares 4 639 7 574 332 5 001 – 10 000 shares 581 3 914 748 More than 10 000 shares 1 434 385 450 157 Geographical distribution of shares held by institutional shareholders % South Africa 54,84 United States 31,41 United Arab Emirates 1,79 United Kingdom 5,81 Rest of Europe 2,22 Singapore 1,12 Rest of Asia Paciﬁc 0,30 Other 2,51 The following shareholders hold 5% and more of the issued share capital of the company: Number of Name shares owned Coronation Fund Managers (Proprietary) Limited 37 045 206 Dodge & Cox Incorporated 36 061 893 Old Mutual Asset Managers (OMAM) 31 648 434 Public Investment Commissioner 25 393 595 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 2008 was 91,62%, represented by 49 302 shareholders holding 369 538 454 N ordinary shares in the company. The non-public shareholders of the company comprising 14 shareholders representing 33 770 956 N ordinary shares are analysed as follows: Number % of issued Category of shares share capital Directors 1 166 675 0,29 Share trusts 27 809 602 6,90 Associates 4 794 679 1,19

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

56 I NASPERS LIMITED I ANNUAL REPORT I 2008 57 Financial statements FINANCIAL STATEMENTS

CONSOLIDATED AND COMPANY ANNUAL FINANCIAL STATEMENTS for the year ended 31 March 2008 Index

59 Statement of responsibility by the board of directors

59 Certificate by the company secretary

60 Independent auditor’s report

61 Directors’ report to shareholders

64 Consolidated balance sheets

65 Consolidated income statements

66 Consolidated statements of changes in shareholders’ equity

68 Consolidated cash flow statements

69 Notes to the consolidated annual financial statements

151 Company balance sheets

151 Company income statements

152 Company statements of changes in shareholders’ equity

152 Company cash flow statements

153 Notes to the company annual financial statements

58 I NASPERS LIMITED I ANNUAL REPORT I 2008 STATEMENT OF RESPONSIBILITY BY THE BOARD OF DIRECTORS for the year ended 31 March 2008

The annual fi nancial 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 fi nancial statements presented on pages 61 to 160 in accordance with International Financial Reporting Standards and the South African Companies Act. As such, the annual fi nancial 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 fi nancial statements and are satisfi ed that the systems and internal fi nancial 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 fi nancial statements support the viability of the company and the group. The independent auditing fi rm PricewaterhouseCoopers Inc., which was given unrestricted access to all fi nancial records and related data, including minutes of all meetings of shareholders, the board of directors and committees of the board, has audited the annual fi nancial statements. The directors believe that all representations made to the independent auditors during their audit were valid and appropriate. PricewaterhouseCoopers Inc.’s audit report is presented on page 60. The annual fi nancial statements were approved by the board of directors on 20 June 2008 and are signed on its behalf by:

T Vosloo S J Z Pacak Chairman Executive director

CERTIFICATE BY THE COMPANY SECRETARY

I, George Meiring Coetzee, 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 M Coetzee Company secretary

20 June 2008

ANNUAL REPORT I 2008 I NASPERS LIMITED I 59 INDEPENDENT AUDITOR’S REPORT to the members of Naspers Limited

We have audited the annual financial statements and group annual financial statements of Naspers Limited, which comprise the directors’ report, the balance sheet and the consolidated balance sheet as at 31 March 2008, the income statement and the consolidated income statement, the statement of changes in equity and the consolidated statement of changes in equity, the cash flow statement and the consolidated cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 61 to 160.

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 (“IFRS”), 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 (“ISA”). 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 the directors, 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 financial position of the company and of the group as of 31 March 2008, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards (“IFRS”), and in the manner required by the Companies Act of South Africa.

PricewaterhouseCoopers Inc. Director: Brendan Deegan Registered auditor

Cape Town, South Africa 20 June 2008

60 I NASPERS LIMITED I ANNUAL REPORT I 2008 DIRECTORS’ REPORT TO SHAREHOLDERS for the year ended 31 March 2008

The directors present their annual report, which forms part of the audited annual ﬁ nancial statements of the company and the group for the year ended 31 March 2008.

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, 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, Greece, Cyprus, Brazil, Russia, China, India, Europe and the United States of America.

OPERATING REVIEW Over the past year the group experienced growth, especially in the internet sector. Performance of the core operations was solid and the development of several business opportunities progressed. Group revenues grew 19% to R20,5 billion, largely driven by the pay-television and internet businesses. A number of new investments were concluded during the year. The major investments were: s the Tradus plc. e-commerce business in Europe for a consideration of R15,3 billion s 40% interest in M-Net/SuperSport, the consideration being 21,6 million Naspers N ordinary shares and R250 million cash s a 97% interest in Gadu-Gadu S.A., the leading instant messaging company in Poland for a cash consideration of R1,1 billion, and s 100% of Cloakware Inc., a company providing software security solutions, for a cash consideration of R505 million. In funding all these activities, the group incurred a net cash outfl ow in the year of R17,3 billion. The group raised a three-year revolving credit facility of $1,4 billion to fund the Tradus acquisition. The balance sheet remains sound with a gearing ratio of 11%, excluding transponder leases. The group has also invested heavily in developing new technologies and business opportunities. These developments are focused largely on broadband, the internet and mobile television. Total development spend of R1,1 billion was lower than anticipated, due to the slower roll-out of mobile television services, which are dependent on the issuance of commercial licences by regulatory authorities. Looking ahead, our growth strategy remains focused on three legs: organically expanding existing businesses, developing new opportunities and seeking attractive investments. Geographically, our attention remains mostly on the emerging markets, as these still offer good opportunities for growth. The group has made some substantial investments over the past two years and these will be further developed. Our aim remains to deliver value to our shareholders over the medium and longer term. Financial performance in the period ahead will be infl uenced by the timing of regulatory approvals for ventures such as mobile television and the development of internet opportunities. Such services, when launched, typically have an initial negative impact on both earnings and cash fl ows before they start contributing. In the pay-television segment, the level of competition is also expected to intensify. In South Africa, we expect the slowdown in consumer spending to continue. This will have a dampening effect on advertising and circulation revenues. However, in the past pay television has proven resilient to the economic cycle. The macro-economic conditions in our other principal markets are expected to remain buoyant in the year ahead.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 61 DIRECTORS’ REPORT TO SHAREHOLDERS (continued) for the year ended 31 March 2008

FINANCIAL REVIEW The group reported revenue growth of 19% to R20,5 billion (2007: R17,2 billion). The star was the internet segment, which grew by 42%. The pay-television segment expanded by 22% largely driven by the growth in subscribers over the period. Operating profit before amortisation and other gains/losses grew by 15% to R4,2 billion (2007: R3,7 billion). Net finance income for the period amounted to R1,0 billion compared to net finance costs of R338 million in the prior year. This includes interest income earned on net cash deposits of R602 million. As the capital raised in March 2007 was only deployed in the latter half of the current financial year, interest income in the year ahead will be lower. In the recent past, the group acquired substantial minority stakes in businesses in emerging markets such as China, Brazil and Russia. Tencent, Abril and Mail.ru have all recorded pleasing growth, reflected in our share of earnings from equity-accounted associates growing by 93% to R654 million. The impairment of equity-accounted investments relate mostly to our investment in Beijing Media Corporation Limited and Titan Media. Whilst positive about the future prospects of these investments, we believe it prudent to record an impairment charge. The discontinued operations relate to the private education business, which was sold and also to the pay-television activities in Greece and Cyprus, where sale agreements have been concluded and which we hope to close later this year. The net effect of the above is that headline earnings grew by 49% for the period to R3,8 billion. 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 2008 was: s 1 250 000 A ordinary shares of R20 each, and s 500 000 000 N ordinary shares of 2 cents each.

Naspers issued no new A ordinary shares during the 2008 ﬁnancial year. During the year the group issued 21,6 million new Naspers N ordinary shares to partly fund the acquisition of a 40% interest in M-Net/SuperSport. The group issued 12,0 million N ordinary shares to the Naspers Share Incentive Trust, 281 000 N ordinary shares to the MIHH Share Incentive Trust, and 2,7 million N ordinary shares were issued to the MIH (BVI) Share Incentive Trust. The issued share capital at 31 March 2008 was: 712 131 A ordinary shares of R20 each R14 242 620 403 309 411 N ordinary shares of 2 cents each R8 066 188

PROPERTY, PLANT AND EQUIPMENT At 31 March 2008 the group’s investment in property, plant and equipment amounted to R4,5 billion, compared with R4,1 billion last year. Details are reﬂected in note 4 of the consolidated annual ﬁnancial statements. Capital commitments at 31 March 2008 amounted to R642 million (2007: R887 million). Further capital expenditure to the amount of R782 million has been approved by the boards of directors of the various group companies, but has not been contracted for as of 31 March 2008.

62 I NASPERS LIMITED I ANNUAL REPORT I 2008 DIRECTORS’ REPORT TO SHAREHOLDERS (continued) for the year ended 31 March 2008

DIVIDENDS The board recommends that a dividend of 180 cents per N ordinary share be declared (2007: 156 cents) and 36 cents per A ordinary share (2007: 31 cents).

GROUP Naspers Limited is not a subsidiary of any other company. The name, country of incorporation and effective fi nancial percentage interest of the holding company in each of the Naspers group’s principal subsidiaries are disclosed in note 7 to the consolidated annual fi nancial statements. All subsidiaries, signifi cant associated companies and joint ventures share the same fi nancial year-end as the holding company, except for Tencent Holdings Limited, Abril S.A. and Port.ru Inc., which have a 31 December year-end. The holding company’s interest in the aggregate amount of profi t after tax earned by subsidiaries totalled R3,0 billion (2007: R1,8 billion) and its interest in the aggregate losses after tax amounted to Rnil (2007: Rnil). Details relating to signifi cant acquisitions and divestitures in the group are highlighted in note 3 to the consolidated annual fi nancial statements.

DIRECTORS, SECRETARY AND AUDITOR The directors’ names and details are presented on pages 52 and 53, and the secretary’s name and business and postal address are presented on page 55 of the annual report. Directors’ shareholdings in the issued share capital of the company are disclosed in note 13 to the consolidated annual ﬁ nancial statements. PricewaterhouseCoopers Inc. will continue in ofﬁ ce 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 The group announced on 2 June 2008 that it is initiating an auction process of MWEB, its internet service provider business.

Signed on behalf of the board:

T Vosloo S J Z Pacak Chairman Executive director

20 June 2008

ANNUAL REPORT I 2008 I NASPERS LIMITED I 63 CONSOLIDATED BALANCE SHEETS at 31 March 2008 and 31 March 2007

31 March 31 March 2008 2007 Notes R’000 R’000

ASSETS Non-current assets 41 822 107 16 015 189 Property, plant and equipment 4 4 540 574 4 088 749 Goodwill 5 20 766 565 904 351 Other intangible assets 6 3 416 253 646 675 Investments in associates 7 9 038 011 6 274 611 Investments and loans 7 3 469 350 3 388 620 Programme and film rights 8 — 204 002 Derivative financial instruments 37 125 385 2 017 Deferred taxation 9 465 969 506 164 Current assets 14 970 365 16 169 052 Inventory 10 696 451 720 174 Programme and film rights 8 750 958 714 481 Trade receivables 11 2 229 936 1 977 387 Other receivables 12 1 271 114 828 161 Related-party receivables 13 110 284 20 200 Investments and loans 7 2 000 2 000 Derivative financial instruments 37 307 092 61 502 Cash and deposits 35 7 572 764 11 845 147 Non-current assets held for sale 27 2 029 766 — TOTAL ASSETS 56 792 472 32 184 241

EQUITY AND LIABILITIES Capital and reserves attributable to the group’s equity holders 31 909 588 21 143 709 Share capital and premium 14 15 356 487 12 784 384 Other reserves 15 7 274 407 1 894 117 Retained earnings 16 9 278 694 6 465 208 Minority interest 1 237 724 426 848 TOTAL EQUITY 33 147 312 21 570 557 Non-current liabilities 13 052 703 3 085 544 Post-retirement medical liability 17 141 788 194 971 Long-term liabilities 18 11 800 270 2 385 894 Cash-settled share-based payment liability 39 114 413 120 239 Provisions 19 7 989 5 355 Derivative ﬁnancial instruments 37 8 009 264 047 Deferred taxation 9 980 234 115 038 Current liabilities 10 592 457 7 528 140 Current portion of long-term debt 18 1 313 756 1 253 313 Provisions 19 81 811 59 096 Post-retirement medical liability 17 34 397 304 Trade payables 1 801 218 1 583 564 Accrued expenses and other current liabilities 20 4 230 786 3 769 326 Related-party payables 13 11 897 107 816 Taxation 354 337 381 201 Dividends payable 10 251 9 102 Derivative ﬁnancial instruments 37 213 697 379 Bank overdrafts and call loans 35 882 891 364 039 Non-current liabilities held for sale 27 1 657 416 — TOTAL EQUITY AND LIABILITIES 56 792 472 32 184 241

The accompanying notes are an integral part of these consolidated annual ﬁnancial statements.

64 I NASPERS LIMITED I ANNUAL REPORT I 2008 CONSOLIDATED INCOME STATEMENTS for the years ended 31 March 2008 and 31 March 2007

31 March 31 March 2008 2007 Notes R’000 R’000 Revenue 22 20 518 408 17 218 713 Cost of providing services and sale of goods 23 (10 778 067) (9 164 138) Selling, general and administration expenses 23 (5 877 318) (4 531 211) Other gains/(losses) – net 24 14 549 (107 957) Operating profit 3 877 572 3 415 407 Interest received 25 1 162 338 329 512 Interest paid 25 (323 626) (219 377) Other finance income/(cost) – net 25 166 371 (447 680) Share of equity-accounted results 7 654 373 338 628 Impairment of equity-accounted investments 7 (278 667) (175 648) Profit on sale of investments 16 037 3 421 Profit before taxation 5 274 398 3 244 263 Taxation 26 (1 377 823) (1 185 026) Profit after taxation 3 896 575 2 059 237 Profit from discontinued operations 27 243 232 131 587 Loss arising on discontinuance of operations 27 (82 352) — Net profit for the year 4 057 455 2 190 824 Attributable to: Equity holders of the group 3 418 064 1 998 877 Minority interest 639 391 191 947 4 057 455 2 190 824 Continuing and discontinued operations Earnings per N ordinary share (cents) Basic 28 967 676 Fully diluted 28 944 649 Headline earnings per N ordinary share (cents) Basic 28 1 076 866 Fully diluted 28 1 051 832 Dividend paid per A ordinary share (cents) 31 24 Dividend paid per N ordinary share (cents) 156 120 Proposed dividend per A ordinary share (cents) 36 31 Proposed dividend per N ordinary share (cents) 180 156

The accompanying notes are an integral part of these consolidated annual ﬁnancial statements.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 65 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY for the years ended 31 March 2008 and 31 March 2007

Foreign Share capital currency and premium translation A shares N shares reserve R’000 R’000 R’000 Balance at 1 April 2006 14 243 5 547 077 (14 634) Share capital movements — 7 432 601 — Treasury share movements — (209 537) — Share-based compensation movements — — — Foreign currency translation effects — — 1 222 514 Transactions with minorities and successive acquisitions — — — Cash ﬂow hedges — — — – Net fair value gains, gross — — — – Net fair value gains, tax portion — — — – Derecognised and added to asset, gross — — — – Derecognised and added to asset, tax portion — — — Net proﬁt for the year — — — Dividends —— — Other minority interest movements — — — Balance at 31 March 2007 14 243 12 770 141 1 207 880

Balance at 1 April 2007 14 243 12 770 141 1 207 880 Share capital movements — 2 159 951 — Treasury share movements — (2 180 048) — Share-based compensation movements — — — Foreign currency translation effects — — 3 512 897 Cash ﬂow hedges — — — – Net fair value gains, gross — — — – Net fair value gains, tax portion — — — – Derecognised and added to asset, gross — — — – Derecognised and added to asset, tax portion — — — – Derecognised and reported in income, gross — — — – Derecognised and reported in income, tax portion — — — Transactions with minorities and successive acquisitions — — — Acquisition of M-Net and SuperSport — 2 592 200 — – tax movement on revaluation — — — Net proﬁt for the year — — — Dividends —— — Transfer from other reserves to retained earnings — — — Balance at 31 March 2008 14 243 15 342 244 4 720 777

The accompanying notes are an integral part of these consolidated annual ﬁnancial statements.

66 I NASPERS LIMITED I ANNUAL REPORT I 2008 Existing control business Share-based Hedging Fair value combination compensation Retained Minority reserve reserve reserve reserve earnings interest Total R’000 R’000 R’000 R’000 R’000 R’000 R’000 (20 193) 173 (3 500 675) 191 182 4 815 430 171 547 7 204 150 ——————7 432 601 ——————(209 537) — — — 146 426 — — 146 426 — — — — — 9 337 1 231 851 — — 3 845 895 — — 129 438 3 975 333 23 429 — — — — 390 23 819 23 453 — — — — 300 23 753 (6 800) — — — — (87) (6 887) 9 079————2459 324 (2 303) — — — — (68) (2 371) — — — — 1 998 877 191 947 2 190 824 — — — — (349 099) (103 288) (452 387) — — — — — 27 477 27 477 3 236 173 345 220 337 608 6 465 208 426 848 21 570 557

3 236 173 345 220 337 608 6 465 208 426 848 21 570 557 ——————2 159 951 ——————(2 180 048) — — — 143 965 — 11 074 155 039 — — — — — 16 049 3 528 946 185 426 — — — — 32 317 217 743 266 953 — — — — 44 751 311 704 (76 344) — — — — (11 416) (87 760) (13 245) — — — — (937) (14 182) 3 773————2484 021 6 037————(463) 5 574 (1 748) — — — — 134 (1 614) — — (313 194) — — 326 257 13 063 — 2 074 930 (61 936) — — 69 532 4 674 726 — (226 205) — — — — (226 205) — — — — 3 418 064 639 391 4 057 455 — — — — (543 520) (283 744) (827 264) — — 64 407 — (61 058) — 3 349 188 662 1 848 898 34 497 481 573 9 278 694 1 237 724 33 147 312

ANNUAL REPORT I 2008 I NASPERS LIMITED I 67 CONSOLIDATED CASH FLOW STATEMENTS for the years ended 31 March 2008 and 31 March 2007

31 March 31 March 2008 2007 Notes R’000 R’000 Cash flows from operating activities Cash from operations 29 5 403 369 4 745 345 Investment income received 889 3 682 Dividends received from equity-accounted companies 70 689 46 755 Cash generated from operating activities 5 474 947 4 795 782 Finance income received 891 591 311 450 Finance costs paid (401 619) (352 559) Taxation paid (1 554 165) (1 232 093) Net cash from operating activities 4 410 754 3 522 580 Cash flows from investment activities Property, plant and equipment acquired (1 113 445) (866 733) Proceeds from sale of property, plant and equipment 40 089 66 010 Intangible assets acquired (157 670) (91 142) Proceeds from sale of intangible assets 400 2 347 Acquisition of subsidiaries 30 (16 669 959) (274 029) Disposal of subsidiaries 31 97 719 10 211 Acquisition of joint ventures 32 (3 628) (138 152) Additional stake purchased in M-Net and SuperSport 33 60 678 — Partial disposal of interest in subsidiaries 34 — 732 151 Additional investment in existing subsidiaries (105 606) (612 975) Net investment in associates (508 651) (4 251 668) Net cash movement in other investments and loans 28 606 29 831 Net cash utilised in investing activities (18 331 467) (5 394 149) Cash flows from financing activities Proceeds from long-term loans raised 10 385 682 873 004 Repayments of long-term loans (390 520) (828 551) Repayments of capitalised finance lease liabilities (369 795) (306 623) Payments to finance share-based compensation shares (174 427) (287 973) Proceeds from share issue 96 321 7 396 568 Contributions by minority shareholders — 2 699 Preference dividends received 135 014 — Dividends paid by subsidiaries (282 896) (94 282) Dividend paid by holding company (543 540) (349 088) Other — 1 342 Net cash from financing activities 8 855 839 6 407 096 Net (decrease)/increase in cash and cash equivalents (5 064 874) 4 535 527 Foreign exchange translation adjustments on cash and cash equivalents 908 149 534 816 Cash and cash equivalents at beginning of the year 11 481 108 6 410 765 Cash and cash equivalents classified as held for sale 27 (634 510) — Cash and cash equivalents at end of the year 35 6 689 873 11 481 108

The accompanying notes are an integral part of these annual consolidated ﬁnancial statements.

68 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES 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, Greece, Cyprus, Brazil, Russia, China, Europe and the United States of America. 2. PRINCIPAL ACCOUNTING POLICIES The principal 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 balance sheet 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 balance sheet 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 balance sheet and income statement, 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. 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.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 69 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

2. PRINCIPAL ACCOUNTING POLICIES (continued) (a) Basis of consolidation (continued) Subsidiaries (continued) 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 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 reserves of the group. The group’s interest in the associate is carried on the balance sheet 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. The group’s accounting policy for associated companies with December financial year-ends 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. 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. (b) Investments The group classifies its investments in debt and equity securities into the following categories: at fair value through profit and 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 and loss assets has two sub-categories: financial assets held for trading and those designated 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 and loss are designated as such on initial recognition. Derivatives are also classified as held for trading unless they are designated as hedges. 70 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

2. PRINCIPAL ACCOUNTING POLICIES (continued) (b) Investments (continued) 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 balance sheet 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 income or available for sale. 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 balance sheet 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 and 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 and 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 equity. 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. (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 economic life. 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: Buildings 5 – 50 years Manufacturing equipment 3 – 25 years Office equipment 1 – 20 years Furniture 1 – 20 years Computer equipment 1 – 10 years Vehicles 2 – 10 years Transmission equipment 3 – 20 years 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 not capitalised as part of the cost of those assets. All borrowing costs are expensed under the benchmark treatment, in the period in which they are incurred. 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 balance sheet date. Gains and losses on disposals are determined by comparing the proceeds with the asset’s carrying amount.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 71 NOTES 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. Goodwill on acquisition of subsidiaries and joint ventures is included in “goodwill” on the balance sheet. 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 annually for impairment and carried at cost less accumulated impairment losses. Intangible assets with finite useful lives are being amortised using the straight-line method over their estimated useful lives. The carrying amount of each intangible asset is reviewed annually and adjusted for impairment where the carrying amount exceeds the recoverable amount. 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: Patents 5 years Title rights 12 years Brand names and trademarks 20 years Software 11 years Intellectual property rights 20 years Subscriber base 11 years Concession rights 3 years 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. (f) Programme and film rights Purchased programme and film rights are stated at acquisition costs less accumulated amortisation. The group has certain programme and film rights liabilities that are classified as financial liabilities in terms of IAS 39, which requires that financial liabilities be measured at amortised cost using the effective interest method. Certain programme and film rights liabilities have settlement dates that are long term in nature; therefore these liabilities are recorded as non-current liabilities and have been discounted in terms of IAS 39. Licences are recorded as assets and liabilities for rights acquired, and obligations incurred under licence agreements when the licence period begins and the cost of each programme is known or reasonably determinable. Sports rights are written off on initial broadcasting of the event whereas general entertainment and films are amortised either on a straight-line basis over the duration of the licence or based on broadcasts where the number of screenings are restricted. Amortisation of programme and film rights is included in the cost of providing services and sale of goods. The costs of in-house programmes are expensed as incurred.

72 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

2. PRINCIPAL ACCOUNTING POLICIES (continued) (g) Impairment Financial assets The group assesses, at each balance sheet date, 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: 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 equity and there is objective evidence that the asset is impaired, the cumulative loss that had been recognised directly in equity shall be removed from equity 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. Long-lived 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; a significant and sustained decline in an investment’s share price or market capitalisation relative to its net asset value. Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. 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 amount obtainable from the sale of an asset in an arm’s length transaction between knowledgeable willing parties, 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.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 73 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

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 programmes 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 weighed 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 equity 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 balance sheet at cost. Cash and cash equivalents comprise cash on hand, deposits held at call with banks and investments in money market instruments with maturities of three months or less at the date of purchase. 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. (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.

74 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

2. PRINCIPAL ACCOUNTING POLICIES (continued) (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 balance sheet 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. (n) Taxation Taxation rates The normal South African company tax rate used for the year ending 31 March 2008 is 29% (2007: 29%). Deferred tax assets and liabilities for South African entities at 31 March 2008 have been calculated using the 28% (2007: 29%) 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 is calculated at 10% (2007: 12,5%), 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 balance sheet liability method, for all timing 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 timing 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 timing 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. (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 equity 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 fair value reserve in equity.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 75 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

2. PRINCIPAL ACCOUNTING POLICIES (continued) (o) Foreign currencies (continued) 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 balance sheet presented are translated at the closing rate at the date of that balance sheet (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), and (iii) 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 changes in shareholders’ equity. Derivative financial instruments are recognised in the balance sheet at fair value. 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 and that are highly effective, 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 equity, 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 equity are transferred from equity and included in the initial measurement of the cost of the asset or liability. Otherwise, amounts deferred in equity 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 equity at that time remains in equity 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 equity is immediately transferred to the income statement.

76 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

2. PRINCIPAL ACCOUNTING POLICIES (continued) (p) Derivative financial instruments (continued) 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 equity; 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 balance sheet, any fair-value adjustments are recorded as part of “finance cost – 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 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. 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 revenue and recognised in the month the service is provided. Circulation revenue Circulation revenue is recognised 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 client, 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.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 77 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

2. PRINCIPAL ACCOUNTING POLICIES (continued) (q) Revenue recognition (continued) Technology contracts and licensing For contracts with multiple obligations (eg maintenance and other services), and for which vendor-specific objective evidence of fair value for the undelivered elements exists, revenue from product licences are recognised when delivery has occurred, collection of the receivables is probable, the fee is fixed or determinable and objective evidence exists to allocate the total fee to all delivered and undelivered elements of the arrangement. Generally, the group has vendor-specific objective evidence of the fair value of the maintenance element of software arrangements based on the renewal rates for maintenance in future years as specified in the contracts. In such cases, the maintenance revenue is deferred at the outset of the arrangement and is recognised rateably over the period during which the maintenance is to be provided. That period generally commences on the date that the software is delivered. Vendor-specific objective evidence of fair value for the service element is determined based on the price charged when those services are sold separately. 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. Decoder maintenance revenue Decoder maintenance revenue is recognised over the period the service is provided. (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 equity. 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 fulltime 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, using an accounting methodology similar to that for defined benefit pension plans. 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.

78 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

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. (u) Treasury shares Where subsidiaries hold shares in the holding company’s equity 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 re-issued, any consideration received is included in shareholders’ equity. 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 The primary segmental reporting has been prepared based on the group’s method of internal reporting, which disaggregates its business by service or product. The secondary segmental reporting has been prepared on a geographical basis. Intersegment transfers or transactions are entered into under normal commercial terms and conditions that would also be available to unrelated third parties. These inter- and intragroup transactions are eliminated on consolidation. (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 2008. These amendments and standards will therefore be implemented by the group during the financial years ending 31 March 2009 and 31 March 2010. (i) Standards, amendments to standards and interpretations to existing standards effective in the year ended 31 March 2008: s IFRS 7 “Financial Instruments: Disclosures” and the amendment to IAS 1 “Presentation of Financial Statements: Capital Disclosures”. This new standard added certain new disclosures about financial instruments to those currently required by IAS 32 “Financial Instruments: Presentation”, as well as disclosure on the level of the group’s capital and how it manages its capital. s IFRIC 8 “Scope of IFRS 2” requires consideration of transactions involving the issuance of equity instruments, where the identifiable consideration received is less than the fair value of the equity instruments issued, in order to establish whether or not they fall within the scope of IFRS 2. This standard does not have any impact on the group’s financial statements. s IFRIC 9 “Reassessment of Embedded Derivatives” has been adopted by the group during the financial year ending 31 March 2008, and had no material effect on the group. s IFRIC 11 “IFRS 2 – Group and Treasury Share Transactions”. If a parent makes a grant of its shares to employees of a subsidiary, the transaction will be treated as an equity-settled scheme for group and subsidiary reporting. However, if a subsidiary makes the grant of its parent’s shares to his employees, the subsidiary treats the transaction as a cash-settled share-based payment transaction, and the group as an equity-settled transaction. This IFRIC was issued on 2 November 2006, and is effective for annual periods starting on or after 1 March 2007. The IFRIC has been adopted by the group during the financial year ending 31 March 2008, and had no material effect.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 79 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

2. PRINCIPAL ACCOUNTING POLICIES (continued) (x) Recently issued accounting standards (continued) s SAICA Circular 8/2007 “Headline Earnings” was issued by the South African Institute of Chartered Accountants at the request of the JSE Limited. The circular defines the calculation of headline earnings and changed the structure of the presentation by disclosing the minority and tax effects separately. The group implemented the circular with the announcement of the interim results for the six months ended 30 September 2007. The effects and presentation for the full year ending 31 March 2008 is disclosed in note 28. s AC 503 “Accounting for Black Economic Empowerment (“BEE”) Transactions” has been adopted by the group during the financial year ending 31 March 2008, and had no material effect on the group. (ii) Standards, amendments and interpretations to existing standards that are not yet effective and have not earlier been adopted by the group: s IFRIC 12 “Service Concession Arrangements” was issued on 30 November 2006. Service concession arrangements are arrangements whereby a government or other body grants contracts for the supply of public services. The objective of this IFRIC is to clarify how certain aspects of service concession arrangements should be treated. The group will adopt this IFRIC during its financial year ending 31 March 2009, and is currently evaluating the effects of these amendments. s IFRIC 13 “Customer Loyalty Programmes” was issued on 28 June 2007, and addresses accounting by entities that grant loyalty award credits to customers who buy goods or services. The group will adopt this interpretation in its financial year ending 31 March 2010, and is currently evaluating the effects. s IFRIC 14 “The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction” was issued on 4 July 2007 and addresses the interaction between a minimum funding requirement and the limit placed by paragraph 58 of IAS 19 on the measurement of the defined benefit asset or liability. The group will adopt this interpretation in its financial year ending 31 March 2009, and is currently evaluating the effects. s The amendments to IAS 1 “Presentation of Financial Statements” were issued on 6 September 2007. 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” (currently the income statement and statement of changes in equity, the balance sheet and cash flow statement). The group will adopt these amendments in its financial year ending 31 March 2010, and is currently evaluating the effects. s 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 2010, and is currently evaluating the effects. s The amendment to IFRS 2 “Share-based Payment” was issued on 17 January 2008 to clarify the terms “vesting conditions” and “cancellations”. The group will adopt these amendments in its financial year ending 31 March 2010, and is currently evaluating the effects. s The amendments to IAS 32 and IAS 1 “Presentation of Financial Statements: Puttable Financial Instruments and Obligations Arising on Liquidation” were issued on 14 February 2008, and the amendments are relevant to entities that have issued financial instruments that are (i) puttable financial instruments, or (ii) instruments, or components of instruments, that impose an obligation on the entity to deliver a pro rata share of the net assets of the entity only on liquidation to another party. The group will adopt these amendments in its financial year ending 31 March 2010, and is currently evaluating the effects. s 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 only effective for the group from its 31 March 2010 year-end. The group is currently evaluating the effects. s On 29 March 2007 a revised IAS 23 “Borrowing Costs” was issued. The main change is 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 revised standard applies to borrowing costs relating to qualifying assets for which the commencement date for capitalisation is on or after 1 January 2009. The group will adopt these amendments in its financial year ending 31 March 2009, and is currently evaluating the effects of these amendments.

80 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

3. SIGNIFICANT ACQUISITIONS AND DIVESTITURES Financial year ended 31 March 2008 In March 2008 the group acquired 100% of the issued share capital of Tradus plc., a company providing online consumer trading platforms and related internet services, for a consideration of R15,3 billion, including transaction costs of R74 million. The purchase consideration was settled through debt financing of R11,3 billion with the balance settled in cash. The group is currently finalising the purchase price allocation and has recorded the purchase consideration, based upon a preliminary appraisal, as follows: net tangible assets (R491 million), intangible assets (R461 million) and the remaining balance to goodwill. In November 2007 the group finalised its acquisition of a 40% interest in Electronic Media Network Limited (“M-Net”) and SuperSport International Holdings Limited (“SuperSport”) as announced in November 2006. The total consideration was settled through the issuance of 21 601 667 Naspers N ordinary shares and R250 million in cash. The fair value of the shares issued was R180 per share on 30 November 2007. The group has recorded the purchase consideration, based upon an appraisal, as follows: net tangible assets (R369 million), intangible assets (R528 million) and the remaining balance to goodwill. The group proportionately consolidated 60,12% of the results for M-Net and SuperSport for the eight months to 30 November 2007 and 100% of the results from 1 December 2007 to 31 March 2008. In December 2007 the group acquired 97% of the issued share capital of Gadu-Gadu S.A., the leading instant messaging platform in Poland, for a cash consideration of R1,1 billion, including transaction costs of R29 million. The group has recorded the purchase consideration, based upon an appraisal, as follows: net tangible assets (R191 million), intangible assets (R224 million) and the remaining balance to goodwill. In December 2007 the group acquired 100% of the issued share capital of Cloakware Inc., a US company providing software security solutions, for a cash consideration of R505 million. The group has recorded the purchase consideration, based upon an appraisal, as follows: net tangible liabilities (R204 million), intangible assets (R485 million) and the remaining balance to goodwill. In October 2007 the group acquired an 87,8% interest in AFSAT Communications Limited for a cash consideration of R323 million, including a contingent consideration for a second (6,1% interest) and third (6,1% interest) tranche, which will be settled on 30 September 2008 and 31 March 2009 respectively. Any differences in the contingent consideration will be recorded as an adjustment to goodwill. The group is currently finalising the purchase price allocation and has recorded the purchase consideration, based upon a preliminary appraisal, as follows: net tangible assets (R13 million), intangible assets (R100 million) and the remaining balance to goodwill. In February 2008 the group acquired 100% of the issued share capital of Dayport, a US company dealing with video publishing, content, workflow and syndication solutions, for a cash consideration of R227 million. The group has recorded the purchase consideration, based upon an appraisal, as follows: intangible assets (R81 million) and the remaining balance to goodwill. In October 2007 the group acquired an additional 2,6% interest in mail.ru for a cash consideration of R175 million bringing the group’s total shareholding in mail.ru to 32,6%. The group has recorded the purchase consideration, based upon an appraisal, as follows: net tangible assets (R8 million), intangible assets (R33 million) and the remaining balance to goodwill. In June 2007 the group acquired 100% of the issued share capital of IDWay S.A.S., a company that develops and markets middleware for digital TV set-top boxes, for a cash consideration of R105 million. The group has recorded the purchase consideration, based upon an appraisal, as follows: net tangible liabilities (R17 million), intangible assets (R78 million) and the remaining balance to goodwill. The revenues and profits recorded from the acquisitions were not material to the group’s consolidated results for the year.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 81 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

3. SIGNIFICANT ACQUISITIONS AND DIVESTITURES (continued) Financial year ended 31 March 2007 The group acquired 100% of CryptoTec’s conditional access business in April 2006 for a cash consideration of R255 million. Based upon an appraisal, the total purchase consideration was allocated to net assets. In May 2006 the group acquired a 30% interest in Abril S.A., a leading Brazilian media company, for a cash consideration of R2,6 billion. The total purchase consideration was allocated, based upon an appraisal, as follows: net assets (R517 million) and the remaining balance to goodwill. In July 2006 the group bought an additional 12% interest in NetMed NV for a cash consideration of approximately R612 million. The group now owns 87,5% of NetMed and the remaining 12,5% is owned by Teletypos. In August 2006 the group acquired a 20% interest in Titan for a cash consideration of approximately R114 million. The total purchase consideration was allocated, based upon an appraisal, as follows: net assets (R109 million) and the remaining balance to goodwill. It is anticipated that an additional shareholding for approximately US$13,5 million will be acquired in Titan, increasing the group’s investment to 37%. This amount has been reﬂected as a commitment. During December 2006 Media24 Limited (“Media24”) launched the broad-based Welkom Yizani empowerment scheme, which offered eligible black persons and groups an opportunity to invest in Media24. The group sold 15% of Media24 Holdings (Proprietary) Limited, the holding company of Media24, to Welkom Yizani Investments Limited (“Welkom Yizani”) for R730 million. The total price was paid by means of a cash consideration of R146 million and the issuance of preference shares of R584 million to the group. During December 2006 MultiChoice Africa (Proprietary) Limited (“MCA”) launched the Phuthuma Nathi and Phuthuma Nathi 2 empowerment schemes, together offering eligible black persons and groups an equity interest of 22,5% in MCA’s pay-television and internet businesses. The group sold the 22,5% interest for R3,38 billion to Phuthuma Nathi Investments Limited (“Phuthuma Nathi”), which now holds ordinary shares in the issued share capital of MultiChoice South Africa Holdings (Proprietary) Limited, the holding company of MCA. The total purchase price was paid with R675 million cash, and the issuance of R2,7 billion preference shares to the group. During December 2006 the group acquired a 30% interest in mail.ru, a leading provider of internet and communication services to the global Russian-speaking community, for a cash consideration of approximately R1,2 billion. The group has recorded the purchase consideration, based upon an appraisal, as follows: intangible assets (R252 million) and the remaining balance to goodwill.

82 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

4. PROPERTY, PLANT AND EQUIPMENT Land and buildings – owned 1 040 469 780 701 Cost price 1 191 541 921 127 Accumulated depreciation 151 072 140 426 Land and buildings – leased 82 897 100 721 Cost price 110 374 123 719 Accumulated depreciation 27 477 22 998 Manufacturing equipment – owned 1 129 395 985 818 Cost price 1 748 916 1 509 064 Accumulated depreciation 619 521 523 246 Manufacturing equipment – leased 57 098 62 535 Cost price 148 632 148 225 Accumulated depreciation 91 534 85 690 Transmission equipment – owned 314 728 203 895 Cost price 557 169 457 800 Accumulated depreciation 242 441 253 905 Transmission equipment – leased 783 220 1 097 934 Cost price 2 329 012 3 191 169 Accumulated depreciation 1 545 792 2 093 235 Vehicles, computer and ofﬁce equipment – owned 880 520 676 132 Cost price 1 899 196 1 797 842 Accumulated depreciation 1 018 676 1 121 710 Vehicles, computers and ofﬁce equipment – leased 5 527 13 828 Cost price 7 335 17 556 Accumulated depreciation 1 808 3 728

Subtotal 4 293 854 3 921 564 Work-in-progress 246 720 167 185 Net book value 4 540 574 4 088 749 Total cost price 8 238 895 8 333 687 Total accumulated depreciation 3 698 321 4 244 938 Net book value 4 540 574 4 088 749

ANNUAL REPORT I 2008 I NASPERS LIMITED I 83 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

4. PROPERTY, PLANT AND EQUIPMENT (continued) Vehicles, Manu- computers Land and facturing Transmission and office Total Total buildings equipment equipment equipment 2008 2007 R’000 R’000 R’000 R’000 R’000 R’000 Cost Opening balance 1 044 846 1 657 289 3 648 969 1 815 398 8 166 502 7 178 961 Joint venture activities ————— 18 313 Foreign currency translation effects 28 228 410 566 977 193 438 789 053 610 994 Reclassification 201 — — (201) — — Additional stake purchased in M-Net and SuperSport 40 947 — 104 649 64 244 209 840 — Transferred to non-current assets held-for-sale (55 866) — (1 587 506) (361 396) (2 004 768) — Acquisition of subsidiaries 2 322 3 687 9 160 135 212 150 381 42 820 Disposal of subsidiaries (45 242) — — (182 407) (227 649) (42 422) Acquisitions 290 645 261 362 180 608 369 683 1 102 298 880 607 Disposals/scrappings (4 166) (25 200) (36 676) (127 440) (193 482) (522 771) Closing balance 1 301 915 1 897 548 2 886 181 1 906 531 7 992 175 8 166 502 Work-in-progress 31 March 246 720 167 185 Total cost 8 238 895 8 333 687 Accumulated depreciation Opening balance 163 424 608 936 2 347 140 1 125 438 4 244 938 3 571 736 Joint venture activities ————— 4 207 Foreign currency translation effects 11 404 240 468 952 128 882 609 478 399 196 Reclassifications 334 11 — (345) — — Impairment — — 18 899 — 18 899 66 854 Additional stake purchased in M-Net and SuperSport 3 991 — 51 726 25 897 81 614 — Transferred to non-current assets held-for-sale (25 281) — (1 383 321) (272 825) (1 681 427) — Acquisition of subsidiaries — — — 801 801 26 260 Disposal of subsidiaries (8 623) — — (149 866) (158 489) (34 182) Depreciation 34 181 120 392 319 434 267 986 741 993 670 811 Disposals/scrappings (881) (18 524) (34 597) (105 484) (159 486) (459 944) Closing balance 178 549 711 055 1 788 233 1 020 484 3 698 321 4 244 938 Cost 1 301 915 1 897 548 2 886 181 1 906 531 7 992 175 8 166 502 Accumulated depreciation 178 549 711 055 1 788 233 1 020 484 3 698 321 4 244 938 Net book value 1 123 366 1 186 493 1 097 948 886 047 4 293 854 3 921 564 Work-in-progress 31 March 246 720 167 185 Total net book value 4 540 574 4 088 749 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 R0,5 million (2007: increase of R15,7 million). During the financial year ended 31 March 2008 the group recognised an impairment of property, plant and equipment with a net book value of R18,9 million (2007: R66,9 million). The impairment loss has been included in “Other gains/(losses) – net” in the income statement. The recoverable amount has been determined based on a value-in-use calculation. The impairment resulted from the recoverable amount of the assets being lower than the carrying value thereof.

84 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

4. PROPERTY, PLANT AND EQUIPMENT (continued) The group has pledged property, plant and equipment with a carrying value of R804,3 million at 31 March 2008 (2007: R951,3 million) 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 balance sheet. 31 March 31 March 2008 2007 R’000 R’000

5. GOODWILL Cost Opening balance 1 015 884 866 755 Foreign currency translation effects 927 552 21 363 Additional stake purchased in M-Net and SuperSport 3 241 018 — Acquisition of subsidiaries 15 770 959 22 960 Acquisition of joint ventures 2 154 104 371 Acquisitions 3 128 435 Transferred to non-current assets held-for-sale (70 216) — Closing balance 20 890 479 1 015 884 Accumulated impairment Opening balance 111 533 77 020 Impairment 12 381 34 513 Closing balance 123 914 111 533 Net book value 20 766 565 904 351 The group recognised impairment losses on goodwill of R12,4 million (2007: R34,5 million) during the ﬁnancial year ended 31 March 2008, due to the fact that the recoverable amounts of certain cash-generating units were less than their carrying value. The impairment charges have been included in “Other gains/(losses) – net” in the income statement. The impairment charge in 2007 includes R27,6 million that is included in the discontinued operations’ results. The recoverable amounts have been based on value-in-use calculations. The changes in the carrying amount of goodwill on a segmental basis for the years ended 31 March 2008 and 31 March 2007 are as follows: Electronic media Print media Newspapers, Pay magazines television Internet Technology and printing Books Education Total R’000 R’000 R’000 R’000 R’000 R’000 R’000 Net book value 1 April 2006 Opening balance 370 258 250 902 53 887 77 063 10 056 27 569 789 735 Foreign currency translation effects 11 482 — 9 881 — — — 21 363 Impairment — — — — (6 944) (27 569) (34 513) Acquisition of subsidiaries — 2 131 — 10 971 9 858 — 22 960 Acquisitions — — — — 435 — 435 Acquisition of joint ventures — 90 262 — 14 109 — — 104 371 Closing balance 31 March 2007 381 740 343 295 63 768 102 143 13 405 — 904 351

ANNUAL REPORT I 2008 I NASPERS LIMITED I 85 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

5. GOODWILL (continued) Electronic media Print media Newspapers, Pay magazines television Internet Technology and printing Books Total R’000 R’000 R’000 R’000 R’000 R’000

Net book value 1 April 2007 Opening balance 381 740 343 295 63 768 102 143 13 405 904 351 Foreign currency translation effects 16 348 836 690 74 463 51 — 927 552 Additional stake purchased in M-Net and SuperSport 3 241 018 — — — — 3 241 018 Acquisition of subsidiaries 54 439 15 261 271 420 552 30 235 4 462 15 770 959 Acquisition of interest in joint ventures — — — 2 154 — 2 154 Acquisitions — 3 128 — — — 3 128 Transferred to non-current assets held-for-sale (70 216) — — — — (70 216) Impairment — (2 596) — (9 785) — (12 381) Closing balance 31 March 2008 3 623 329 16 441 788 558 783 124 798 17 867 20 766 565 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 were used to extrapolate the cash flows into the future. Where fair value was used to calculate recoverable amounts, it is based on publicly traded market prices. The group allocated goodwill to the following groups of cash-generating units: Net book Basis of Discount Growth rate value of determination rate used to goodwill of recoverable applied to extrapolate R’000 amount cash flows cash flows Groups of cash-generating units Tradus plc. 14 825 334 Value in use 8,1% – 14,8% 1,0% – 7,1% Electronic Media Network Limited and SuperSport International Holdings Limited 3 568 887 Value in use 19,4% 4,0% Gadu-Gadu S.A. 897 626 Value in use 9,7% 5,5% Cloakware Inc. 269 655 Value in use 12,7% 1,5% M-Web Holdings (Proprietary) Limited 252 015 Value in use 19,4% 4,0% AFSAT Communications Limited 247 922 Value in use 23,0% 4,0% Dayport Inc. 158 461 Value in use 22,5% 4,0% Moonfish Media OÜ 126 614 Value in use 15,0% 3,0% MXit Lifestyle (Proprietary) Limited 90 262 Value in use 20,2% 4,0% Irdeto Access B.V. 71 115 Value in use 12,0% 2,5% IDWay S.A.S. 59 551 Value in use 12,0% 2,5% Smart Village (Proprietary) Limited 54 439 Value in use 22,0% 5,0% Paarl Media Holdings (Proprietary) Limited 34 669 Value in use 13,5% 4,0% Strika Entertainment (Proprietary) Limited 28 898 Value in use 13,5% 4,0% Boland Koerante (Eiendoms) Beperk 23 581 Value in use 12,0% 5,0% The Natal Witness Printing and Publishing Company (Proprietary) Limited 14 370 Value in use 13,5% 4,0% Alienroc Bemarking en Opleiding (Eiendoms) Beperk 9 859 Value in use 12,0% 5,3% Democratic Media Holdings (Proprietary) Limited 9 616 Value in use 12,0% 4,0% Various other units 23 691 Value in use Various Various 20 766 565

86 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

6. OTHER INTANGIBLE ASSETS 31 March 2007 Intellectual Brand property rights Subscriber names and Total and patents base title rights Software 2007 R’000 R’000 R’000 R’000 R’000

Cost Opening balance 1 April 2006 145 383 227 727 209 494 140 185 722 789 Acquisition of interest in joint ventures 33 196 483 3 560 1 220 38 459 Foreign currency translation effects 24 132 72 672 3 108 96 915 Acquisition of subsidiaries 8 094 234 768 18 094 2 726 263 682 Disposal of subsidiaries — — — (896) (896) Acquisitions 1 530 3 907 2 707 70 431 78 575 Reclassiﬁcations 6 129 (42 007) 8 655 27 223 — Disposals — — (845) (28 794) (29 639) Work-in-progress 3 530 — 3 9 361 12 894 Closing balance 31 March 2007 221 994 497 550 241 671 221 564 1 182 779 Accumulated amortisation Opening balance 1 April 2006 93 080 54 586 153 648 52 026 353 340 Foreign currency translation effects 23 580 3 157 3 3 26 743 Impairment — — 200 2 932 3 132 Acquisition of subsidiaries 4 905 — 327 2 381 7 613 Disposal of subsidiaries — — — (862) (862) Reclassiﬁcations 12 785 (38 081) 8 419 16 877 — Disposals — — (707) (26 052) (26 759) Amortisation 18 752 99 453 12 344 42 348 172 897 Closing balance 31 March 2007 153 102 119 115 174 234 89 653 536 104 Net book value 68 892 378 435 67 437 131 911 646 675

ANNUAL REPORT I 2008 I NASPERS LIMITED I 87 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

6. OTHER INTANGIBLE ASSETS (continued) 31 March 2008 Intellectual property Brand rights Subscriber names and Concession Total and patents base title rights rights Software 2008 R’000 R’000 R’000 R’000 R’000 R’000

Cost Opening balance 1 April 2007 221 994 497 550 241 671 — 221 564 1 182 779 Acquisition of interest in joint ventures — — 2 075 — — 2 075 Foreign currency translation effects 95 482 108 889 67 873 1 394 3 786 277 424 Additional stake purchased in M-Net and SuperSport — 216 100 1 098 084 — 11 836 1 326 020 Transferred to non-current assets held-for-sale (57 661) — — — — (57 661) Acquisition of subsidiaries 360 031 634 376 243 802 9 598 215 139 1 462 946 Disposal of subsidiaries (1 500) — — — (33 649) (35 149) Acquisitions 5 018 9 200 — — 57 631 71 849 Reclassifications 78 311 (80 184) — — 1 873 — Disposals (467) (7 981) (1 743) — (13 256) (23 447) Closing balance 31 March 2008 701 208 1 377 950 1 651 762 10 992 464 924 4 206 836 Work-in-progress 31 March 2008 81 805 Total cost 4 288 641 Accumulated amortisation Opening balance 1 April 2007 153 102 119 115 174 234 — 89 653 536 104 Foreign currency translation effects 21 389 12 786 2 649 — 2 343 39 167 Impairment 90 — 5 222 — 2 523 7 835 Additional stake purchased in M-Net and SuperSport — — 3 599 — 3 580 7 179 Transferred to non-current assets held-for-sale (49 374) — — — — (49 374) Acquisition of subsidiaries ————8585 Disposal of subsidiaries (708) — — — (22 133) (22 841) Reclassifications 34 358 (650) — 258 — Disposals (467) (7 447) (852) — (14 679) (23 445) Amortisation on continuing operations 39 065 235 748 45 904 309 53 947 374 973 Amortisation on discontinuing operations 1 044 — — — 1 661 2 705 Closing balance 31 March 2008 164 175 360 560 230 106 309 117 238 872 388 Net book value 537 033 1 017 390 1 421 656 10 683 347 686 3 416 253 The group recognised impairment losses on other intangible assets of R7,8 million (2007: R3,1 million) during the financial year ended 31 March 2008 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. 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 R2,3 million (2007: decrease of R1,9 million).

88 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

7. INVESTMENTS AND LOANS Investments in associates Listed 2 281 974 1 543 017 Unlisted 6 756 037 4 731 594 Total investments in associates 9 038 011 6 274 611

Investments and loans Loans to related parties Unlisted 64 558 22 206

At fair value through proﬁt and loss investments Unlisted — 33 942

Loans and receivables Unlisted 3 406 792 3 334 472 Total investments and loans 3 471 350 3 390 620

Investments classified on balance sheet Non-current 3 469 350 3 388 620 Current 2 000 2 000 3 471 350 3 390 620 The market value of the group’s listed investments at 31 March 2008 amounted to R29,3 billion (2007: R15,1 billion). Tencent Holdings Limited contributed R29,2 billion (2007: R15 billion) and Beijing Media Corporation Limited R83,9 million (2007: R160,0 million). The valuation of total unlisted investments and loans, as approved by the directors of the respective group companies, amounted to R10,2 billion (2007: R8,1 billion). During the financial year ended 31 March 2007, Naspers launched a broad-based BEE ownership initiative, which included a public offer of ordinary shares to qualifying black persons and black groups in the issued share capital of Welkom Yizani Investments Limited (“Welkom Yizani”), which holds ordinary shares in Media24 Holdings (Proprietary) Limited. In parallel, Phuthuma Nathi Investments Limited (“Phuthuma Nathi”) holds ordinary shares in MultiChoice South Africa Holdings (Proprietary) Limited. BEE participants funded 20% of the transaction 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 carrying value for Welkom Yizani is R641,2 million (2007: R599,6 million) and R2,9 billion (2007: R2,8 billion) for Phuthuma Nathi at 31 March 2008. Preference dividends are calculated at a rate of 75% of the prime interest rate. During the year ended 31 March 2008, the Phuthuma Nathi shareholders’ interest diluted from 22,5% to 20% as a result of the group’s additional stake that was acquired in M-Net and SuperSport.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 89 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

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 percentage Country of Functional Name of subsidiary interest* Nature of business incorporation currency D or I 2008 2007 % % LISTED COMPANIES MultiChoice (Cyprus) Public Company Limited 30,8 30,8 Subscription television Cyprus CYP I Gadu-Gadu S.A. 97,0 — Instant-messaging services Poland PLN I UNLISTED COMPANIES Media24 Holdings (Proprietary) Limited 85,0 85,0 Print media company South Africa ZAR D Paarl Media Holdings (Proprietary) Limited 80,5 78,3 Printing South Africa ZAR I Touchline Media (Proprietary) Limited 85,0 85,0 Publishing of magazines South Africa ZAR I Boland Koerante (Eiendoms) Beperk 63,8 63,8 Publishing of newspapers South Africa ZAR I Via Afrika Limited 85,0 85,0 Publishing of books South Africa ZAR I Educor Holdings Limited – 85,0 Private education 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 77,5 Subscription television South Africa ZAR I M-Web Holdings (Proprietary) Limited 80,0 77,5 Internet service provider South Africa ZAR I British Virgin MIH (Mauritius) Limited 100,0 100,0 Investment holding 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 NetMed NV 87,5 87,5 Investment holding The Netherlands EUR I NetMed Hellas SA 87,5 87,5 Subscription television Greece EUR I MultiChoice Hellas SA 35,0 35,0 Subscription television Greece EUR I Entriq Inc. 100,0 100,0 Technology development USA 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 MultiChoice Holdings (Cyprus) Limited 60,4 60,4 Investment holding Cyprus CYP I Electronic Media Network Limited(1) 80,0 — Pay-TV content provider South Africa ZAR I SuperSport International Holdings Limited(1) 80,0 — Pay-TV content provider South Africa ZAR I Internet e-commerce Tradus plc. 100,0 — platform provider United Kingdom GBP I

90 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

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 percentage Country of Functional Name of joint venture interest* Nature of business incorporation currency D or I 2008 2007 % % UNLISTED COMPANIES Electronic Media Network Limited(1) — 60,1 Pay-TV content provider South Africa ZAR I SuperSport International Holdings Limited(1) — 60,1 Pay-TV content provider South Africa ZAR I MultiChoice Supplies (Proprietary) Limited 40,0 38,8 Set-top box rentals South Africa ZAR I Myriad International Programming Services B.V. 80,0 80,0 Programme and film rights The Netherlands EUR I The Natal Witness Printing and Publishing Company Publishing and printing (Proprietary) Limited 42,5 42,5 of newspapers South Africa ZAR I MXit Lifestyle (Proprietary) Limited 24,4 23,6 Instant-messaging services 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. (1) – In November 2007 the group acquired the remaining shares of M-Net and SuperSport (which have been accounted for as joint ventures). These investments are accounted for as subsidiaries from 1 December 2007. 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 balance sheets and income statements of the joint ventures as per their financial statements: 31 March 31 March 2008 2007 R’000 R’000 Balance sheet information Non-current assets 261 223 402 472 Current assets 217 149 1 265 357 Total assets 478 372 1 667 829 Non-current liabilities 98 649 77 053 Current liabilities 398 251 869 385 Total liabilities 496 900 946 438 Total shareholders’ equity (18 528) 721 391 Total equity and liabilities 478 372 1 667 829 Income statement information Revenue 3 571 257 2 727 357 Net profit 584 491 481 783

Note – The balance sheet information for the year ending 31 March 2008 excludes M-Net and SuperSport, and the income statement information includes 60,12% of the operating results of M-Net and SuperSport for the eight-month period to 30 November 2007. The group’s interest in the joint ventures’ capital commitments and contingent liabilities at 31 March 2008 amounted to R47,7 million (2007: R96,0 million) and R28,7 million (2007: R17,4 million) respectively.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 91 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

7. INVESTMENTS AND LOANS (continued) The following information relates to Naspers Limited’s ﬁnancial interest in its signiﬁcant associated companies: Effective Name of associated percentage Country of Functional company interest* Nature of business incorporation currency D or I 2008 2007 % % LISTED COMPANIES Tencent Holdings Limited 35,2 35,5 Instant-messaging services China CNY I Beijing Media Corporation Print media advertising Limited 9,9 9,9 and print-related services China HKD I UNLISTED COMPANIES Print media, pay TV and Abril S.A. 30,0 30,0 educational books Brazil BRL I Port.ru Inc. (mail.ru) 32,6 30,0 Internet-related services USA USD I MIH Tixa (BVI) Limited 25,0 25,0 Internet-related services China CNY I MFD Mobiles FD GmbH 37,5 — Mobile TV business Germany EUR I Nimbuzz B.V. 25,0 — Internet-related services The Netherlands EUR I ACL Wireless Limited 30,0 — Internet-related services India INR I Free State Cheetahs (Proprietary) Limited 24,5 14,7 Rugby operations South Africa ZAR I Natal Sharks (Proprietary) Limited 40,0 24,0 Rugby operations South Africa ZAR I Hunan Titan Culture Exchange Company Limited 37,4 20,2 Print media China CNY I

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 associates is available for inspection at the group’s registered ofﬁce

92 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

7. INVESTMENTS AND LOANS (continued) Investments in associated companies Opening balance 6 274 611 1 222 332 Associated companies acquired – gross consideration 559 660 4 538 392 Net assets acquired 137 052 (971 833) Goodwill and intangibles recognised 456 625 6 375 448 Deferred taxation recognised (37 318) (871 545) Other 3 301 6 322 Associated companies sold (21 790) (181) Share of current year other reserve movements — 46 960 Share of equity-accounted results 1 913 101 420 248 Net income before amortisation 1 107 856 451 396 Net loss before amortisation (58 716) (7 719) Amortisation/impairment at associate company (217) (6 785) Profit from discontinued operations 567 569 31 128 Profit arising on discontinuance of operations 582 097 — Taxation (285 488) (47 772) Equity-accounted results due to purchase accounting (1 234 304) (81 620) Amortisation of other intangible assets (350 312) (128 311) Realisation of other intangible assets on disposal of discontinued operation (920 586) — Realisation of goodwill on disposal of discontinued operation (397 678) — Realisation of deferred taxation 434 272 46 691 Impairment of equity-accounted investments (278 667) (175 648) Dividends received (92 915) (48 716) Foreign currency translation adjustments 1 942 740 399 434 Dilution loss (24 425) (46 590) Closing balance 9 038 011 6 274 611 The group recognised R654,4 million (2007: R338,6 million) as its share of equity-accounted results in the income statement. The group recorded impairment losses on investments in associated companies of R278,7 million (2007: R175,6 million) during the financial year ended 31 March 2008, 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 is an impairment of the listed Beijing Media Corporation Limited of R112,4 million (2007: R149,9 million) which was based on the lowest traded share prices in the three-month period before year-end. 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.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 93 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

7. INVESTMENTS AND LOANS (continued) Additional associate disclosure The following are the combined summarised balance sheets and income statements of the associated companies as per their annual financial statements: Balance sheet Non-current assets 6 528 363 4 415 938 Current assets 15 696 531 8 499 390 Total assets 22 224 894 12 915 328 Non-current liabilities 6 823 991 4 696 679 Current liabilities 7 164 239 6 392 730 Total liabilities 13 988 230 11 089 409 Total shareholders’ equity 8 236 664 1 825 919 Total equity and liabilities 22 224 894 12 915 328 Income statement Revenue 14 793 718 9 007 891 Operating profit 3 272 695 1 934 567 Net profit 5 950 021 1 276 781 The following are entities with more than 50% ownership, which are not consolidated due to immaterial operations: Name of entity Effective percentage interest Country of incorporation M-Web Zimbabwe (Proprietary) Limited 70,0 Zimbabwe Betung Cable (China) Limited 100,0 Hong Kong Mkungumanga Limited 50,0 Kenya Digital Mobile TV Company Limited 50,0 Kenya International Co-Productions (Proprietary) Limited 100,0 South Africa M-Net Intelprop Limited 100,0 Mauritius 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: Name of entity Effective percentage interest Country of incorporation MultiChoice Namibia (Proprietary) Limited 49,0 South Africa Details Nigeria Limited 49,0 Nigeria MultiChoice Hellas SA 35,0 Greece MultiChoice (Cyprus) Public Company Limited 30,8 Cyprus 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: Name of entity Effective percentage interest Country of incorporation Beijing Media Corporation Limited 9,9 China

94 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

7. INVESTMENTS AND LOANS (continued) Loans to related parties Notes Uppercase Media (Proprietary) Limited [a] 20 637 10 264 Mobile 3.0 GmbH [a] 8 487 — MFD Mobiles FD GmbH [a] 7 972 — Natal Witness Printing and Publishing Company (Proprietary) Limited [a] 5 000 5 000 Ndalo Media (Proprietary) Limited [a] 5 608 — Digital Mobile Television (Proprietary) Limited [a] 10 000 — Various other related parties [a] 6 854 6 942 Total loans to related parties 64 558 22 206 At fair value through proﬁt and loss investments Sanlam Alternative Income Fund — 33 942 Total at fair value through proﬁt and loss investments — 33 942 Loans and receivables Thebe Scitech (Proprietary) Limited 9 000 11 000 Welkom Yizani preference shares 641 280 599 600 Phuthuma Nathi preference shares 2 911 994 2 752 705 Endowment policy for medical liability 45 482 34 763 Other — 4 709 Total loans and receivables 3 607 756 3 402 777 Short-term accrued dividends on preference shares (200 964) (68 305) Total loans and receivables excluding accrued dividends on preference shares 3 406 792 3 334 472 Total investments and loans 3 471 350 3 390 620

[a] The nature of these related-party relationships are that of joint ventures and associates.

8. PROGRAMME AND FILM RIGHTS Cost price – programme rights 369 456 1 757 702 – film rights 389 276 1 231 948 758 732 2 989 650 Accumulated amortisation – programme rights (7 774) (987 516) – film rights — (1 083 651) (7 774) (2 071 167) Net book value – programme rights 361 682 770 186 – film rights 389 276 148 297 750 958 918 483 Classified on the balance sheet as follows: – non-current assets — 204 002 – current assets 750 958 714 481 750 958 918 483

ANNUAL REPORT I 2008 I NASPERS LIMITED I 95 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

9. DEFERRED TAXATION 31 March 31 March 2008 2007 R’000 R’000 Opening balance 391 126 335 072 Acquisition of subsidiaries and joint ventures (357 818) (13 281) Disposal of subsidiaries and joint ventures (1 266) (3 536) Accounted for in income statement 86 055 33 769 Accounted for against reserves (311 558) (9 258) Additional stake purchased in M-Net and SuperSport (162 216) — Transferred to held-for-sale (149 007) — Foreign currency translation effects (9 581) 48 360 Closing balance (514 265) 391 126

The deferred tax assets and liabilities and movement thereon were attributable to the following items:

1 April Charged to Charged 2007 income to equity R’000 R’000 R’000 Deferred taxation assets Property, plant and equipment 32 231 5 491 — Intangible assets 30 962 1 940 — Receivables and other current assets 58 349 32 913 — Provisions and other current liabilities 287 094 (17 209) — Capitalised finance leases 223 381 (94 679) — Programme and film rights 38 010 6 603 — Income received in advance 128 789 13 241 — Tax losses carried forward 961 332 (80 508) — STC credits 580 754 (177 164) — Share-based compensation 10 683 80 976 — Capital gains tax credits on capital losses — 90 487 — Other (1 197) 4 116 (2 889) 2 350 388 (133 793) (2 889) Valuation allowance 1 434 210 (105 753) — 916 178 (28 040) (2 889) Deferred taxation liabilities Property, plant and equipment 244 737 39 163 — Intangible assets 53 008 (67 820) 226 205 Receivables and other current assets 60 437 (21 757) — Provisions and other current liabilities 3 152 (487) — Capitalised finance leases 134 912 (87 390) — Derivative assets 8 775 34 037 — Hedging reserve 7 253 — 82 464 Programme and film rights 3 541 (3 354) — Other 9 237 (6 487) — 525 052 (114 095) 308 669 Net deferred taxation 391 126 86 055 (311 558)

96 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

Additional Acquisition of Disposal of stake subsidiaries subsidiaries Foreign purchased in and and exchange Transferred to M-Net and 31 March joint ventures joint ventures adjustments held-for-sale SuperSport 2008 R’000 R’000 R’000 R’000 R’000 R’000

3 (30 333) (413) 9 198 228 16 405 (10 849) (8 069) (123) 2 678 241 16 780 3 869 (149) 16 926 (91 586) 120 20 442 298 (10 925) 16 044 (48 029) 21 622 248 895 — (1 911) 1 391 (13 233) — 114 949 — — 11 293 (52 805) — 3 101 — (1 596) 11 510 (54 556) 59 97 447 88 994 (58 807) 132 427 (43 411) 36 1 000 063 —————403 590 —————91 659 —————90 487 851 — 1 442 — 2 264 4 587 83 166 (111 790) 190 497 (291 744) 24 570 2 108 405 68 793 (110 522) 118 479 (143 265) — 1 261 942 14 373 (1 268) 72 018 (148 479) 24 570 846 463

588 — 2 049 (73) 2 838 289 302 336 954 — 52 778 601 151 955 753 681 (69) (2) (12) — 994 39 591 —————2 665 —————47 522 —————42 812 34 718 — 207 — 4 682 129 324 — — — — 26 317 26 504 — — 26 577 — — 29 327 372 191 (2) 81 599 528 186 786 1 360 728 (357 818) (1 266) (9 581) (149 007) (162 216) (514 265)

ANNUAL REPORT I 2008 I NASPERS LIMITED I 97 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

9. DEFERRED TAXATION (continued) Valuation allowances are created against the net deferred tax assets, when it is probable that the deferred tax 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. South Rest of Africa Africa Thailand Europe USA Other Total R’000 R’000 R’000 R’000 R’000 R’000 R’000 Valuation allowance 523 316 29 752 20 598 24 790 527 588 135 898 1 261 942 The group has tax losses carried forward of approximately R2 926,0 million (2007: R2 687,7 million). A summary of the tax losses carried forward at 31 March 2008 by tax jurisdiction and the expected expiry dates are set out below: South Rest of Africa Africa Thailand Europe USA Other Total R’000 R’000 R’000 R’000 R’000 R’000 R’000 Expires in year one — — 11 527 — — 596 12 123 Expires in year two — 8 886 8 725 — — 7 563 25 174 Expires in year three — 8 449 7 — — 8 544 17 000 Expires in year four — 3 289 7 43 367 — — 46 663 Expires in year five — — 332 — — — 332 Expires after year five 853 619 13 290 — 53 704 1 519 785 384 305 2 824 703 853 619 33 914 20 598 97 071 1 519 785 401 008 2 925 995 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 balance sheet. Deferred tax 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 balance sheets: 31 March 31 March 2008 2007 R’000 R’000 Classification on balance sheet Deferred tax assets 465 969 506 164 Deferred tax liabilities (980 234) (115 038) Net deferred tax (liabilities)/assets (514 265) 391 126 The group charged deferred income tax of R85,4 million (2007: R9,3 million) to equity as a result of changes in the fair value of derivative financial instruments where the forecast transaction or commitment has not resulted in an asset or liability. An amount of R226,2 million (2007: Rnil) was also charged to equity as a result of the fair value adjustment made to intangible assets with the additional stake purchased in M-Net and SuperSport.

98 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

10. INVENTORY Carrying value Raw materials 262 372 206 077 Finished products, trading inventory and consumables 271 257 325 769 Work-in-progress 32 661 32 430 Decoders, internet and associated components 256 138 302 140 Gross inventory 822 428 866 416 Provision for slow-moving and obsolete inventories (125 977) (146 242) Net inventory 696 451 720 174 The total provision charged to write inventory down to net realisable value in the income statement amounted to R62,9 million (2007: R61,6 million), and reversals of these provisions amounted to R14,5 million (2007: R13,0 million).

11. TRADE RECEIVABLES Carrying value Trade accounts receivable, gross 2 390 622 2 263 114 Less: Provision for impairment of receivables (160 686) (285 727) 2 229 936 1 977 387 Included in trade receivables is R1 201,0 million at 31 March 2008 (2007: R1 189,6 million), pre-billed to customers, which has been included in deferred income (see note 20). The group has pledged accounts receivable with a carrying value of R6,4 million at 31 March 2008 (2007: R7,3 million) as security against certain term loans and overdrafts with banks. Trade receivables of Media24 Newspapers to the value of R15,0 million (2007: R16,4 million) 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 (285 727) (211 078) Additional provisions charged to income statement (121 553) (86 957) Provisions reversed to income statement 28 086 23 749 Provisions utilised 14 002 10 810 Additional stake purchased in M-Net and SuperSport (3 970) — Acquisition of subsidiaries — (6 935) Disposal of subsidiaries 117 231 7 487 Transferred to non-current assets held-for-sale 128 207 — Foreign currency translation effect (37 975) (22 601) Other 1 013 (202) Closing balance (160 686) (285 727)

ANNUAL REPORT I 2008 I NASPERS LIMITED I 99 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

11. TRADE RECEIVABLES (continued) The ageing of trade receivables as well as the amount of provision per age class, for each of the reporting segments, is presented below: 31 March 2008 Neither past due, 30 days 60 days 90 days 120 days nor impaired and older and older and older and older Total

Pay television 546 305 233 771 18 685 8 788 52 854 860 403 Provision — (36 996) (6 452) (3 533) (14 117) (61 098)

Total 546 305 196 775 12 233 5 255 38 737 799 305

Internet 215 764 37 054 11 744 6 246 14 129 284 937 Provision — (24 103) (5 153) (4 785) (9 520) (43 561)

Total 215 764 12 951 6 591 1 461 4 609 241 376

Technology 104 412 23 866 8 629 25 318 65 492 227 717 Provision — — — (2 179) (23 007) (25 186)

Total 104 412 23 866 8 629 23 139 42 485 202 531

Newspapers, magazines and printing 613 361 164 524 41 181 18 555 46 462 884 083 Provision — (739) (575) (1 809) (24 495) (27 618)

Total 613 361 163 785 40 606 16 746 21 967 856 465

Books 81 771 10 667 27 423 5 661 7 960 133 482 Provision — (9) (274) (348) (2 592) (3 223)

Total 81 771 10 658 27 149 5 313 5 368 130 259

Education — — — — — — Provision ————— —

Total ——————

Total 1 561 613 469 882 107 662 64 568 186 897 2 390 622 Provision — (61 847) (12 454) (12 654) (73 731) (160 686)

TOTAL 1 561 613 408 035 95 208 51 914 113 166 2 229 936

100 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

11. TRADE RECEIVABLES (continued)

31 March 2007 Neither past due, 30 days 60 days 90 days 120 days nor impaired and older and older and older and older Total

Pay television 495 635 67 093 30 912 53 856 111 331 758 827 Provision – (18 812) (10 833) (12 840) (97 008) (139 493)

Total 495 635 48 281 20 079 41 016 14 323 619 334

Internet 51 864 9 745 5 275 2 899 9 345 79 128 Provision – (8 529) (2 892) (1 677) (8 956) (22 054)

Total 51 864 1 216 2 383 1 222 389 57 074

Technology 48 264 31 177 28 176 6 567 57 817 172 001 Provision – – – (782) (16 957) (17 739)

Total 48 264 31 177 28 176 5 785 40 860 154 262

Newspapers, magazines and printing 490 833 159 018 29 728 22 083 22 865 724 527 Provision – (2 523) (205) (6 105) (4 206) (13 039)

Total 490 833 156 495 29 523 15 978 18 659 711 488

Books 93 830 42 699 27 510 16 225 28 377 208 641 Provision – (27) (1 044) (684) (4 104) (5 859)

Total 93 830 42 672 26 466 15 541 24 273 202 782

Education 187 462 21 883 11 485 8 667 90 493 319 990 Provision (8 425) (10 860) (2 748) (2 870) (62 640) (87 543)

Total 179 037 11 023 8 737 5 797 27 853 232 447

Total 1 367 888 331 615 133 086 110 297 320 228 2 263 114 Provision (8 425) (40 751) (17 722) (24 958) (193 871) (285 727)

TOTAL 1 359 463 290 864 115 364 85 339 126 357 1 977 387

ANNUAL REPORT I 2008 I NASPERS LIMITED I 101 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

12. OTHER RECEIVABLES Prepayments and accrued income 644 201 429 558 Receivables from minority shareholders 16 207 3 086 Staff debtors 10 932 13 301 VAT and related taxes receivable 71 371 42 528 Preference dividend accrual 200 964 68 305 Other receivables 327 439 271 383 1 271 114 828 161

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 Electronic Media Network Limited [a] 35 930 46 416 SuperSport International Holdings Limited [a] 3 027 3 925 Jane Raphaely & Associates (Proprietary) Limited [b] 16 884 14 219 New Media Publishers (Proprietary) Limited [b] 62 051 47 345 Rodale & Touchline Publishers (Proprietary) Limited [b] 17 358 14 984 Shape SA (Proprietary) Limited [b] 5 568 4 989 8 Ink Publishing (Proprietary) Limited [b] 8 135 8 142 Uppercase Media (Proprietary) Limited [b] 23 819 25 725 East African Magazines (Proprietary) Limited [b] 4 551 2 295 Digital Mobile Television (Proprietary) Limited [c] 6 989 — The Hometrader (Eastern Cape) (Proprietary) Limited [b] 10 136 8 768 Various other related parties [b] 13 562 3 240 208 010 180 048

Notes [a] Sale of goods and services to M-Net and SuperSport for the period accounted for as joint ventures. [b] Media24 Limited 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. [c] Sale of transmission equipment and site rentals by MultiChoice Subscriber Management Services (Proprietary) Limited to Digital Mobile Television (Proprietary) Limited. Purchase of goods and services Electronic Media Network Limited and SuperSport International Holdings Limited [a] 1 899 749 2 488 907 New Media Publishers (Proprietary) Limited [b] 5 050 6 419 Natal Witness Printing & Publishing Company (Proprietary) Limited [b] 8 989 6 657 Lumiere Productions AE [c] — 49 892 Various other [b] 1 792 383 1 915 580 2 552 258

Notes [a] Channel and programming rights purchased by MultiChoice Africa (Proprietary) Limited from M-Net and SuperSport for the period accounted for as joint ventures. [b] Media24 Limited 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. [c] Technical support for MultiChoice Holdings (Cyprus) Limited’s channels. Lumiere Productions AE is a shareholder in NetMed NV.

102 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

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 wholly owned subsidiary 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. MultiChoice Nigeria Limited (“MCN”) The group has a loan of R30,4 million (2007: R33,9 million) with MCN’s minority shareholders, which bears interest at 10,12%. An impairment provision of R30,4 million (2007: R33,9 million) was raised against the outstanding balance as this was not deemed recoverable. Antenna TV (“Antenna”) In prior years NetMed NV entered into agreements with Antenna for the purchase of a 5% interest (plus a 10% option) in NetMed NV and for the right to distribute three Antenna channels. In October 2001 Antenna concluded the transaction for the acquisition of 5% of the shares in NetMed NV for a consideration of approximately R94,7 million (US$12 million). Two channels were aired in the previous year. On 2 January 2006 Antenna exercised a put option to sell the above stake to Myriad International Holdings B.V. at a price equal to the fair value of each share. After an extended valuation and negotiation process, MIH Holdings Limited acquired the shares for a consideration of approximately R612,0 million on 19 July 2006. The group now owns 87,5% of NetMed NV with the remaining 12,5% owned by Teletypos. The balances of advances, deposits, receivables and payables between the group and related parties are as follows: 31 March 31 March 2008 2007 Notes R’000 R’000 Receivables Digital Mobile Television (Proprietary) Limited [c] 83 595 — Jane Raphaely & Associates (Proprietary) Limited [b] 4 010 2 540 New Media Publishers (Proprietary) Limited [b] 13 535 10 728 Various other related parties 9 144 6 932 110 284 20 200 Payables Electronic Media Network Limited [a] — 92 261 SuperSport International Holdings Limited [a] — 3 278 Rodale & Touchline Publishers (Proprietary) Limited [b] 2 146 1 912 Uppercase Media (Proprietary) Limited [b] 2 674 4 039 Various other related parties 7 077 6 326 11 897 107 816 Refer to note 7 for long-term loans to related parties. Notes [a] Channel and programming rights purchased by MultiChoice Africa (Proprietary) Limited. [b] Media24 Limited 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. [c] Sale of transmission equipment and site rentals by MultiChoice Subscriber Management Services (Proprietary) Limited to Digital Mobile Television (Proprietary) Limited.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 103 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

13. RELATED-PARTY TRANSACTIONS AND BALANCES (continued) Directors’ emoluments Executive directors: Remuneration received by executive directors for other services paid by subsidiary companies totalled R1,1 million (2007: Rnil). Non-executive directors: Fees for services as directors 4 483 3 944 Fees for services as directors of subsidiary companies 3 617 2 908 8 100 6 852 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 2008 S J Z Pacak 2 342 2 400 235 4 977 2 342 2 400 235 4 977 2007 J P Bekker — — — — S J Z Pacak 2 139 2 400 214 4 753 2 139 2 400 214 4 753

Committee1 Committee1 Directors’ and trustee2 Total Directors’ and trustee2 Total fees fees 2008 fees fees 2007 Non-executive directors R’000 R’000 R’000 R’000 R’000 R’000 T Vosloo3, 4, 5 2 846 — 2 846 2 629 — 2 629 J J M van Zyl3, 5 796 543 1 339 759 455 1 214 L N Jonker 270 — 270 225 — 225 N P van Heerden4 312 — 312 225 — 225 B J van der Ross 270 — 270 225 19 244 G J Gerwel3, 6 926 95 1 021 670 75 745 H S S Willemse 270 — 270 225 15 240 F du Plessis 270 409 679 225 365 590 T M F Phaswana3 435 — 435 275 — 275 R C C Jafta3 435 223 658 275 190 465 6 830 1 270 8 100 5 733 1 119 6 852

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: Directors’ fees include fees for services as directors of Media24 Limited. Note 4: Directors’ fees include fees for services as directors of Via Afrika Limited. Note 5: Directors’ fees include fees for services as directors of MIH Holdings Limited and MIH B.V. Note 6: Directors’ fees include fees for services as directors of Educor Holdings Limited.

104 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

13. RELATED-PARTY TRANSACTIONS AND BALANCES (continued) Director’s interest 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 in respect of the executive director’s participation in scheme shares not yet released as at 31 March 2008, are as follows: Purchase Number of Purchase Release Name date N shares price period S J Z Pacak 09/09/2004 66 667 R50,00 09/09/2007 – 09/09/2009 07/08/2006 150 000 R114,52 07/08/2009 – 07/08/2011 Note: The chief executive, Mr J P Bekker, appointed on 1 April 2008, does not earn any remuneration from the group, in particular no salary, bonus, car scheme, medical or pension contributions of any nature whatsoever are payable. The chief executive’s contract is for a five-year period starting on 1 April 2008. No compensation will apply to termination. The sole benefit to Mr Bekker consists of an offer made on the day before assuming duty, ie on 31 March 2008, of an option in terms of the rules of the Naspers Limited Share Trust to acquire 11 687 808 Naspers N ordinary shares, which, as before, equals 3% of the company’s outstanding shares. The purchase price was set at the closing price of a Naspers N ordinary share on 31 March 2008, ie R141,00, but increases by anticipated inflation over the course of the release periods of the three tranches. Inflation expectations were calculated by the Bureau for Economic Research of Stellenbosch University. The offer is divided into three tranches and vesting will take place over a five-year period. The first tranche will release at the end of year three at a purchase price per share of R167,23, the second a year later at a purchase price per share of R176,11 and the last at the end of the fifth year at a purchase price per share of R185,56. Mr Bekker has accepted the offer. The nature of his interest is a direct, beneficial interest. Director’s interest in MIH Holdings Share Incentive Scheme Historically S J Z Pacak has been a participant under the MIH Holdings Share Incentive Scheme. In December 2002 Naspers Limited acquired all the MIH Holdings ordinary shares held by the MIH Holdings Share Trust in exchange for Naspers N ordinary shares. Participants exchanged their rights to MIH Holdings shares for Naspers N ordinary shares. On 18 July 2007, 36 901 released Naspers N ordinary shares were sold by S J Z Pacak upon payment of the amount of an average price of R14,06 per Naspers N ordinary share (the original average offer price based on the listed market price of Naspers Limited N ordinary shares on the date of the offer) due to the MIH Holdings Share Trust, at an average selling price of R181,04 per Naspers N ordinary share. At 31 March 2008 a total of nil (2007: 36 901) Naspers N ordinary shares has been allocated to S J Z Pacak. Director’s interest in MIH (BVI) Limited Share Incentive Scheme On 12 March 2008 300 000 Naspers N ordinary shares were offered as an option to and accepted by S J Z Pacak. The market price of a Naspers N ordinary share at close of business on 12 March 2008 was R138,87 per share. At 31 March 2008 a total of 384 000 (2007: 84 000) Naspers N ordinary shares were allocated to S J Z Pacak with vesting periods until 12 March 2013. Directors’ interests in Naspers shares The directors of Naspers have the following interests in Naspers A ordinary shares on 31 March 2008: 31 March 2008 31 March 2007 Naspers A ordinary shares Naspers A ordinary shares Non- Non- Beneficial beneficial Beneficial beneficial Name Direct Indirect Direct Total Direct Indirect Direct 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 2008 or 31 March 2007.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 105 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

13. RELATED-PARTY TRANSACTIONS AND BALANCES (continued) The directors of Naspers had the following interests in Naspers N ordinary shares as at 31 March: 31 March 2008 31 March 2007 Naspers N ordinary shares Naspers N ordinary shares Beneﬁcial Beneﬁcial Name Direct Indirect Total Direct Indirect Total T Vosloo 25 000 250 000 275 000 25 000 250 000 275 000 S J Z Pacak 59 510 600 881 660 391 94 510 370 233 464 743 J J M van Zyl 50 361 173 793 224 154 50 361 173 793 224 154 L N Jonker1 1 000 65 000 66 000 1 000 65 000 66 000 N P van Heerden — 2 600 2 600 — 1 300 1 300 B J van der Ross ————— — G J Gerwel ————— — H S S Willemse ————— — F du Plessis ————— — T M F Phaswana 3 530 — 3 530 3 530 — 3 530 R C C Jafta ————— — 139 401 1 092 274 1 231 675 174 401 860 326 1 034 727

Note 1: L N Jonker’s indirect shares were reclassified from non-beneficial to beneficial. The comparatives have been adjusted accordingly. The amended JSE Listings Requirements do not require the disclosure of non-beneficial shareholdings. The prior year’s disclosure has been amended accordingly. Subsequent to the year-end, with effect from 1 April 2008, Mr J P Bekker was appointed as a director. At the time of issuing the annual report, he had the following interest in Naspers N ordinary shares: beneficially nil (directly) and 4 688 691 (indirectly). As at 31 March 2007 he had an indirect interest of 6 480 212 Naspers N ordinary shares. There have been no changes to these interests (save for the note re Mr J P Bekker above) between the financial year-end and 30 June 2008. 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 R153,7 million (2007: R122,0 million), comprising short-term employee benefits of R91,8 million (2007: R64,0 million), post-employment benefits of R5,4 million (2007: R5,2 million) and a share-based payment charge of R56,5 million (2007: R47,7 million). The aggregate number of share options granted to the executive directors and key management during the 2008 financial year and the number of shares allocated to the executive directors and key management at 31 March 2008 respectively are: For shares listed on a recognised stock exchange as follows: 2 489 161 (2007: 354 093) Naspers Limited N ordinary shares were allocated during the 2008 financial year and an aggregate of 6 802 438 (2007: 12 450 784) N ordinary shares were allocated as at 31 March 2008. For shares in unlisted companies as follows: nil (2007: nil) Media24 Limited ordinary shares were allocated during 2008 and an aggregate of 42 768 (2007: 300 681) ordinary shares were allocated as at 31 March 2008; nil (2007: nil) Via Afrika Limited ordinary shares were allocated during 2008 and nil (2007: 192 780) ordinary shares were allocated as at 31 March 2008; nil (2007: nil) Irdeto Access B.V. ordinary shares were allocated during 2008 and an aggregate of 200 000 (2007: 207 500) ordinary shares were allocated as at 31 March 2008; nil (2007: nil) Paarl Media Holdings (Proprietary) Limited ordinary shares were allocated during 2008 and 135 000 (2007: 135 000) ordinary shares were allocated as at 31 March 2008; 606 (2007: 756) MIH QQ (BVI) Limited ordinary shares were allocated during 2008 and an aggregate of 22 205 (2007: 22 256) shares were allocated as at 31 March 2008; nil (2007: nil) Entriq (Mauritius) Limited shares were allocated during 2008 and an aggregate of 2 100 000 (2007: 2 100 000) shares were allocated as at 31 March 2008; nil (2007: 310 000) MediaZone Holdings B.V. shares were allocated during 2008 and an aggregate of 310 000 (2007: 310 000) shares were allocated as at 31 March 2008; 499 694 (2007: nil) MIH India (Mauritius) Limited shares were allocated during 2008 and an aggregate of 499 694 (2007: nil) shares were allocated as at 31 March 2008; 169 755 (2007: nil) MIH Russia Internet B.V. shares were allocated during 2008 and an aggregate of 169 755 (2007: nil) shares were allocated as at 31 March 2008. For share appreciation rights (SARs) in unlisted companies as follows: 99 404 (2007: 60 606) Media24 SARs were allocated during 2008 and an aggregate of 910 510 (2007: 811 106) SARs were allocated as at 31 March 2008; 230 064 (2007: 25 082) MCA SARs were allocated during 2008 and an aggregate of 935 258 (2007: 705 194) SARs were allocated as at 31 March 2008; nil (2007: 238 215) M-Net/SuperSport SARs were allocated during 2008 and an aggregate of 1 434 900 (2007: 1 434 900) SARs were allocated as at 31 March 2008; 263 005 (2007: 688 668) NetMed NV SARs were allocated during 2008 and an aggregate of 951 673 (2007: 688 668) SARs were allocated as at 31 March 2008; 4 215 (2007: 121 700) MIH Brazil SARs were allocated during 2008 and an aggregate of 122 415 (2007: 118 200) SARs were allocated as at 31 March 2008. These shares and SARs were granted on the same terms and conditions as those offered to employees of the group.

106 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

14. SHARE CAPITAL AND PREMIUM Authorised 1 250 000 A ordinary shares of R20 each 25 000 25 000 500 000 000 N ordinary shares of 2 cents each 10 000 10 000 35 000 35 000 Issued 712 131 A ordinary shares of R20 each (2007: 712 131) 14 243 14 243 403 309 411 N ordinary shares of 2 cents each (2007: 366 688 936) 8 066 7 334 22 309 21 577 Share premium 18 461 868 13 710 449 18 484 177 13 732 026 Less: 32 751 381 N ordinary shares held as treasury shares (2007: 22 057 036 N ordinary shares) (3 127 690) (947 642) 15 356 487 12 784 384 Treasury shares The group holds a total of 32 751 381 N ordinary shares (2007: 22 057 036), or 8,1% of the gross number in issue (2007: 6,0%) at 31 March 2008 as treasury shares. Equity compensation plans hold 28 042 110 of the N ordinary shares (2007: 17 347 765) and the remaining 4 709 271 N ordinary shares (2007: 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 A ordinary shares (2007: 350 000) and Keeromstraat 30 Beleggings Beperk holds 219 344 A ordinary shares (2007: 219 344) 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 companies are controlled by certain directors of Naspers. Wheatfields 221 (Proprietary) Limited controls 133 350 (2007: 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 96 690 589 N ordinary shares in the company, subject to the provisions of section 221 of the Companies Act, 1973, and the JSE Listings Requirements.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 107 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

2008 2007 Number of Number of N shares N shares

14. SHARE CAPITAL AND PREMIUM (continued) Movement in N ordinary shares in issue during the year Shares in issue at 1 April 366 688 936 315 113 700 Shares issued for cash — 45 600 000 Shares issued to the Welkom Trust share scheme — 5 605 236 Shares issued for additional stake purchased in M-Net and SuperSport 21 601 667 — Shares issued to share incentive trusts 15 018 808 370 000 Shares in issue at 31 March 403 309 411 366 688 936 Movement in N ordinary shares held as treasury shares during the year Shares held as treasury shares at 1 April 22 057 036 24 558 886 Shares issued to share incentive trusts 15 018 808 370 000 Shares acquired through additional stake purchased in M-Net and SuperSport 179 391 — Shares acquired by participants from equity compensation plans (4 503 854) (2 871 850) Shares held as treasury shares at 31 March 32 751 381 22 057 036 Net number of N ordinary shares in issue at 31 March 370 558 030 344 631 900 31 March 31 March 2008 2007 R’000 R’000 Share premium Balance at 1 April 13 710 449 6 278 880 Share premium on share issues 4 752 305 7 657 226 Share issue expenses (886) (225 657) Balance at 31 March 18 461 868 13 710 449 Refer to note 39 for share options in employee share incentive plans. 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 balance sheet 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 equity or debt 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 the year ended 31 March 2008 the group raised R11,3 billion through an offshore syndicated loan in order to partly fund the acquisition of Tradus plc. The debt facility is held by MIH B.V. and has been drawn in US dollar and euro. During the year ended 31 March 2007 the group placed 45,6 million new Naspers N ordinary shares in the market and raised a net R7,2 billion. This capital was used in the current financial year to fund investments made by the group as part of its international strategy.

108 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

14. SHARE CAPITAL AND PREMIUM (continued) As of 31 March 2008 Naspers had total debt (including finance leases and programme and film broadcasting rights) of R13,1 billion (2007: R3,6 billion) and total cash of R7,3 billion (2007: R11,5 billion). The net debt to equity ratio was 18% (2007: negative 37%) at 31 March 2008. The group excludes satellite transponder leases and programme and film broadcasting rights from total debt when evaluating and managing capital. These items are considered to be operating expenses. The adjusted total debt (excluding transponder leases and programme and film broadcasting rights) was R11,0 billion (2007: R1,2 billion) and the adjusted net debt-equity ratio was 11% (2007: negative 49%). The group does not have a formal targeted debt-equity ratio. The Media24 and MIH groups have specific financial covenants in place with various financial institutions to govern the debt of these groups. 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. 31 March 31 March 2008 2007 R’000 R’000

15. OTHER RESERVES Other reserves on the balance sheet comprise: Fair value reserve 1 848 898 173 Hedging reserve 188 662 3 236 Foreign currency translation reserve 4 720 777 1 207 880 Existing control business combination reserve 34 497 345 220 Share-based compensation reserve 481 573 337 608 7 274 407 1 894 117 Refer to note 27 for the amount of reserves from discontinued operations that are included in the group’s reserves as presented above. The fair-value reserve relates to unrealised profits and losses arising from changes in the fair value of investments classified as available for sale. 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. During the year ended 31 March 2008 shares were issued to acquire an additional stake in M-Net and SuperSport. The difference between the fair value and the book value of the shares that were issued, amounted to R1,3 billion and was allocated to the fair-value reserve. Intangible assets were also revalued due to valuation differences that arose on this business combination, and the difference of R780 million was also allocated to the fair-value reserve. 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 balance sheets at the ruling exchange rates at the balance sheet 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.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 109 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

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 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 2008 amounted to R4,0 billion (2007: R4,6 billion). The group has raised a valuation allowance against deferred tax assets of R320,2 million relating to unutilised STC credits at 31 March 2008 (2007: R476,2 million) 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 180 cents (2007: 156 cents) per N ordinary share and 36 cents (2007: 31 cents) per A ordinary share be paid to shareholders on 8 September 2008. If approved by the shareholders of the company at its annual general meeting, the company will pay a total dividend of R726,2 million based on the number of shares in issue at 31 March 2008. 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 tax asset of R72,6 million that will be charged to the income statement during the 2009 ﬁnancial year.

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 R45,5 million at 31 March 2008 (2007: R34,8 million) and has been included under “Loans and receivables”. At 31 March 2008 the group had a liability of R34,3 million (2007: R41,2 million) relating to these future contributions. 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: Valuation date 31 March 2008 31 March 2007 Discount rate 8,50% pa 7,75% pa Healthcare cost inflation 7,50% pa 7,25% pa Expected 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. The difference between the discount rate and the inflation assumption is more important than their absolute values. 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.

110 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

17. POST-RETIREMENT LIABILITIES (continued) 17.1 Medical liability (continued) Post-retirement medical liability Opening balance 195 275 161 629 Additional provisions charged to income statement 919 13 403 Provisions reversed to income statement (7 392) (630) Provisions charged to other accounts (2 830) 24 441 Provisions utilised (3 821) (3 554) Disposal of subsidiaries (5 966) — Foreign currency translation effect — (14) 176 185 195 275 Less: Short-term portion (34 397) (304) Closing balance 141 788 194 971 The closing balance of the above post-retirement medical liability includes the Media24 Limited plan liability of R141,7 million (2007: R149,6 million) and the R34,4 million (2007: R41,2 million) liability in respect of the agreement with certain employees of Media24 Limited and Via Afrika Limited. Further disclosure of the Media24 Limited plan liability is presented below: 31 March 2008 2007 2006 2005 2004 R’000 R’000 R’000 R’000 R’000 Trend information Present value of obligations 141 720 149 570 139 411 121 227 124 149 Experience adjustments: In respect of present value of obligations – actuarial gain/(loss) 3 963 5 547 (3 808) 10 039 (24) 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:

Assumption Healthcare cost inflation 7,5% (1%) +1% Accrued liability 31 March 2008 (R’000) 141 720 123 537 164 279 % change — (12,8%) +15,9% Current service cost + interest cost 2008/9 (R’000) 13 208 11 328 15 579 % change — (14,2%) +17,9% 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 R232,3 million (2007: R180,9 million) was recognised as an expense in relation to the group’s retirement funds.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 111 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

18. LONG-TERM LIABILITIES Interest-bearing: Capitalised ﬁnance leases 1 112 473 1 447 638 Total liabilities 1 438 837 1 811 364 Less: Current portion (326 364) (363 726) Interest-bearing: Loans and other 10 628 803 748 324 Total liabilities 10 897 461 990 794 Less: Current portion (268 658) (242 470) Non-interest-bearing: Programme and ﬁlm rights — 170 457 Total liabilities 706 306 785 688 Less: Current portion (706 306) (615 231) Non-interest-bearing: Loans and other 58 994 19 475 Total liabilities 71 424 51 361 Less: Current portion (12 430) (31 886)

Net long-term liabilities 11 800 270 2 385 894

Interest-bearing: Capitalised finance leases Weighted Currency Year of average 31 March 31 March of year-end final year-end 2008 2007 Type of lease balance repayment interest rate R’000 R’000 Buildings ZAR 2008 10,5% — 127 731 ZAR 2010 14,0% 9 092 12 075 ZAR 2012 17,0% 48 421 51 345 57 513 191 151 Manufacturing equipment ZAR 2010 10,9% 380 4 691 Transmission equipment and satellites EUR Various 9,1% 343 462 306 716 EUR 2008 9,6% — 262 357 USD 2008 6,5% — 53 685 USD 2011 8,0% 648 957 594 796 EUR 2011 4,4% 94 252 97 599 EUR 2013 3,5% 74 178 66 706 USD 2013 4,1% 213 940 226 411 1 374 789 1 608 270 Vehicles, computers and office equipment ZAR Various Various 6 155 7 252 Total capitalised finance leases 1 438 837 1 811 364

112 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

18. LONG-TERM LIABILITIES (continued) Interest-bearing: Capitalised finance leases (continued) Minimum instalments Payable within year one 433 418 483 164 Payable within year two 440 882 470 682 Payable within year three 416 532 406 135 Payable within year four 343 193 338 885 Payable within year five 96 132 286 035 Payable after year five — 349 129 1 730 157 2 334 030 Future finance costs on finance leases (291 320) (522 666) Present value of finance lease liabilities 1 438 837 1 811 364 Present value Payable within year one 326 364 363 726 Payable within year two 365 325 387 716 Payable within year three 368 944 344 402 Payable within year four 284 400 301 270 Payable within year five 93 804 266 636 Payable after year five — 147 614 Present value of finance lease liabilities 1 438 837 1 811 364 Interest-bearing: Loans and other Currency Weighted of year- Year of average 31 March 31 March Asset end final year-end 2008 2007 Loan secured balance repayment interest rate R’000 R’000 Secured Bond finance: Nedbank Limited Land ZAR 2008 10,4% — 5 218 Term loan: Euro Bank Working capital EUR 2008 5,3% — 38 862 Term loan: Alpha Bank Working capital EUR 2008 5,4% — 194 312 Instalment sale: WesBank Limited Machinery ZAR 2011 9,5% 15 309 17 039 Syndication of banks Guarantees USD 2011 4,5% 6 030 244 — Syndication of banks Guarantees EUR 2011 6,1% 4 247 327 — Term loan: Standard Bank Buildings ZAR 2012 12,3% 1 845 1 536 Instalment sale: WesBank Limited Machinery ZAR Various 11,5% 1 154 285 Unsecured Loan: Thebe Investment Corporation ZAR 2008 4,8% — 11 500 Term loan: Absa Bank Limited ZAR 2009 15,5% 195 264 195 274 Term loan: Nedbank Limited ZAR 2009 11,2% 143 882 209 603 Term loan: Rand Merchant Bank, CommerzBank and Standard Bank ZAR 2009 8,8% 58 469 130 729 Term loan: Kredo EUR 2010 6,1% 4 382 — Term loan: CommerzBank ZAR 2011 10,4% 258 944 314 531 Term loan: Technology Partnership Canada CAD 2011 18,0% 12 007 — Term loan: Standard Bank ZAR 2011 12,8% 77 272 — Term loan: Nedbank Limited ZAR 2012 14,7% 45 984 44 534 Preference share investments ZAR 2012 14,7% (21 126) (18 686) Loans from minority shareholders ZAR Various Various 18 292 12 983 Right to subscription shares ZAR Various 15,6% (201 546) (172 825) Other loans Various Various Various 9 758 5 899 10 897 461 990 794

ANNUAL REPORT I 2008 I NASPERS LIMITED I 113 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

18. LONG-TERM LIABILITIES (continued) Non-interest-bearing: Programme and film rights Currency 31 March 31 March of year-end Year of final 2008 2007 Liabilities balance repayment R’000 R’000 Unsecured Programme and film rights liabilities EUR and USD Various 706 306 785 688 706 306 785 688 Non-interest-bearing: Loans and other Loans and liabilities Smart Village (Proprietary) Limited ZAR 2012 33 926 — Loans from minority shareholders Various Various 15 631 33 919 Furzedown Holdings Limited ZAR — 12 024 — Other Various Various 9 843 17 442 71 424 51 361 Total long-term liabilities Repayment terms of long-term liabilities (excluding capitalised finance leases) – payable within year one 987 392 889 587 – payable within year two 204 666 367 376 – payable within year three 10 387 492 159 435 – payable within year four 81 792 68 944 – payable within year five 1 894 79 145 – payable after year five 11 955 263 356 11 675 191 1 827 843 Interest rate profile of long-term liabilities (long and short-term portion, including capitalised finance leases) – Loans at fixed rates: 1 – 12 months 573 730 385 870 – Loans at fixed rates: more than 12 months 1 193 579 2 125 269 – Interest-free loans 777 730 837 049 – Loans linked to variable rates 10 568 989 291 019 13 114 028 3 639 207

114 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

19. PROVISIONS The following account balances have been determined based on management’s estimates and assumptions:

Additional stake Unutilised purchased provisions Less in M-Net Additional reversed Acquisition Disposal Foreign short- Long- 1 April and provisions to Provisions of of currency 31 March term term 2007 SuperSport raised income utilised subsidiary subsidiary translation 2008 portion portion R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 Group Warranties 4 776 — 7 069 — (4 720) — — 163 7 288 (7 288) — Pending litigation 24 126 2 536 2 378 (10 574) — — (571) 937 18 832 (14 375) 4 457 Reorganisation — — — — (975) 9 015 — 104 8 144 (8 144) — Onerous contracts 1 443 — 431 — (322) — (1 242) — 310 (310) — Ad valorem duties 23 100 — — — — — — — 23 100 (23 100) — Restructuring provision 1 317 — — — (35) — — 344 1 626 (1 626) — Decommissioning costs 6 776 — 362 — (474) — — 2 120 8 784 (8 784) — Loyalty provision — — — — (659) 14 489 — 2 985 16 815 (13 283) 3 532 Other 2 913 1 730 685 (106) (321) — — — 4 901 (4 901) — 64 451 4 266 10 925 (10 680) (7 506) 23 504 (1 813) 6 653 89 800 (81 811) 7 989 Unutilised provisions Credited/ Less Additional reversed charged to Foreign short- Long- 1 April provisions to other Provisions currency 31 March term term 2006 raised income accounts utilised translation 2007 portion portion R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 Group Warranties 3 003 968 (1) — (41) 847 4 776 (4 776) — Pending litigation 24 548 3 370 (8 623) — (622) (376) 18 297 (14 383) 3 914 Onerous contracts 11 440 1 242 (5 719) — (5 520) — 1 443 (201) 1 242 Ad valorem duties 23 100 — — — — — 23 100 (23 100) — Restructuring provision — 1 317 — — — — 1 317 (1 317) — Decommissioning costs 3 548 2 536 (284) (15) — 991 6 776 (6 776) — Other 2 410 6 332 (19) — — 19 8 742 (8 543) 199 68 049 15 765 (14 646) (15) (6 183) 1 481 64 451 (59 096) 5 355

ANNUAL REPORT I 2008 I NASPERS LIMITED I 115 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

19. PROVISIONS (continued) Further details describing the provisions at 31 March 2008 are included below: Irdeto provides a 12-month warranty on all hardware provided. 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 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 until 2009. 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 reorganisation provision relates to the relocation of the Tradus plc. London ofﬁce to Switzerland, which is in progress as at 31 March 2008. The provision includes the retrenchment cost for staff members who are not relocating and is expected to be utilised in the ﬁnancial year ending 31 March 2009. 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. The loyalty provision relates to a points rewards system operated by Tradus plc. for both buyers and sellers who make use of its Allegro website. The points can be exchanged for rewards and are valued, taking into account the points balance outstanding and the historic redemption trend. Other provisions relate to various liabilities of the group with uncertain timings and amounts. 31 March 31 March 2008 2007 R’000 R’000

20. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Deferred income 1 201 032 1 189 626 Accrued expenses 1 621 896 1 462 295 Amounts owing in respect of investments acquired 125 606 46 040 Taxes and social security 686 903 402 609 Bonus accrual 188 343 151 834 Accrual for leave 121 667 119 729 Other personnel accruals 76 154 50 737 Cash-settled share-based payment liability (short term) 12 086 31 963 Other current liabilities 197 099 314 493 4 230 786 3 769 326

21. COMMITMENTS AND CONTINGENCIES The group is subject to contingencies, which occur in the normal course of business, including legal proceedings and claims that cover a wide range of matters. These contingencies include contract and employment claims, product liability and warranty. None of these contingencies are expected to result in a material gain or loss to the group. (a) Capital expenditure Commitments in respect of contracts placed for capital expenditure at 31 March 2008 amounted to R641,8 million (2007: R887,3 million). (b) Programme and film rights At 31 March 2008 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 R5 265,0 million (2007: R2 024,3 million). The total programme and film rights commitments on 31 March 2008 included R461,1 million that relate to NetMed. (c) Set-top boxes At 31 March 2008 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 R297,1 million (2007: R198,1 million). The total set-top box commitments on 31 March 2008 included R0,8 million that relate to NetMed. (d) Other commitments At 31 March 2008 the group had entered into contracts for the receipt of various services. These service contracts are for the receipt of advertising, security, cleaning, computer support services and contractual relationships with customers, suppliers and employees. The group’s commitments in respect of these agreements amounted to R338,3 million (2007: R261,5 million). The total other commitments on 31 March 2008 included R31,0 million that relate to NetMed. During the year ended 31 March 2007 the group entered into a leasing contract for a new transponder. The commitment outstanding as at 31 March 2008 is R1 830,7 million (2007: R1 636,9 million).

116 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

21. COMMITMENTS AND CONTINGENCIES (continued) (e) Operating lease commitments The group has the following operating lease liabilities at 31 March 2008 and 2007: Minimum operating lease payments: Payable in year one 267 584 163 761 Payable in year two 164 068 109 577 Payable in year three 105 638 82 997 Payable in year four 74 361 39 655 Payable in year five 53 708 20 786 Payable after five years 161 402 53 175 826 761 469 951 The total operating lease commitments on 31 March 2008 included R24,7 million that relate to NetMed. 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. (f) Litigation claims PaySmart Africa (Proprietary) Limited (“PaySmart”) PaySmart Africa (Proprietary) Limited (“PaySmart”) has claimed approximately R10,4 million from Electronic Media Network Limited (“M-Net”) and Endemol South Africa Limited (“Endemol”) alleging that it would have been paid this amount if M-Net and Endemol had granted it the rights to provide an SMS voting system for Big Brother Africa and Idols, two television shows, as allegedly contemplated in heads of agreement executed by the parties in April 2003. In February 2004 M-Net and Endemol objected to PaySmart’s particulars of claim and since then PaySmart has not taken the proceedings any further. Onshelf Trading Forty Four (Proprietary) Limited t/a Mail and Guardian Online (“Onshelf”) vs Q-Online (Proprietary) Limited (“Q-Online”) Onshelf (in which M-Web South Africa (“M-Web”) has a 65% shareholding), which had sold its Q-business to Q-Online, issued summons in the South African High Court against Q-Online for the payment of an outstanding portion of the purchase price of R0,2 million. Q-Online then instituted a counterclaim for specific performance of the sale agreement and damages of between R11,0 million and R13,0 million. The litigation has reached the stage where the parties have exchanged discovery affidavits. Lumiere TV Public Company Limited (“LTV”) In February 2006 NetMed NV (“NetMed”) became aware of the fact that LTV, its co-shareholder in MultiChoice Holdings (Cyprus) Limited (“Holdings”) (which, in turn, owns the majority of the shares in a listed entity, MultiChoice (Cyprus) Public Company Limited (“MCC”)), had entered into arrangements with CYTA (the Cyprus Telecommunications Authority), which NetMed believed were in conflict with LTV’s contractual obligations to NetMed, Holdings, MCC and certain of NetMed’s affiliates. These obligations flowed from a shareholders’ agreement dated 23 June 2000 between NetMed, LTV and Holdings (“the shareholders’ agreement”), a channel distribution agreement of 21 June 2004 between MCC and LTV and a programme supply agreement dated 1 January 2004 between LTV and affiliates of NetMed. A settlement agreement was signed on 16 February 2008, pursuant to which the parties agreed that the shareholders’ agreement was terminated, effective 16 June 2006. In addition, MCH and LTV entered into a new channel distribution agreement on 16 February 2008. Electronic Media Network Limited (“M-Net”) Akani Egoli (Proprietary) Limited had instituted action against M-Net and Combined Artistic Productions in the High Court of South Africa for damages of R10,6 million allegedly suffered by the plaintiff as a result of an alleged defamation in a television broadcast. On 15 February 2006 the defendants filed their plea and pleadings are now closed. Recently a new claim for R40 million, arising from the same cause of action, was served on the defendants by Gold Reef City Theme Park. At the same time, the first claim by Akani Egoli was reduced to R4,1 million. It is expected that the plaintiffs will apply to consolidate the claims. The defendants filed a plea to the second claim in April 2008.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 117 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

21. COMMITMENTS AND CONTINGENCIES (continued) (f) Litigation claims (continued) MultiChoice South Africa (“MCSA”) MCSA instituted legal proceedings against the South African Revenue Service (“SARS”) in relation to the ad valorem tariff determination on decoders, which SARS made in 2004. The proceedings were defended by SARS, but 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 court hearing is scheduled for 21 August 2008. A provision of R23,1 million has been raised and is included in the total provision in note 19. Caxton and CTP Publishers and Printers Limited (“Caxton”) On 13 March 2008 Caxton launched an application to review and set aside the decision of 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 application is based on: s a foreigner, directly or indirectly, exercising control over Naspers and, in turn, over MCSA and/or M-Net or has voting shares/ paid up capital exceeding 20%, in contravention of the Electronic Communications Act (“ECA”); s Naspers and/or MCSA and/or M-Net, directly or indirectly, exercising control over more than one commercial television broadcasting service licence in contravention of the ECA; and s Naspers, through Media24, being in a position to control a newspaper and through MCSA and/or M-Net, being in a position to control a commercial broadcasting licence in an area where the newspapers controlled by Naspers have an average ABC circulation of 20% of the total readership in the area, and the licence area of the commercial broadcasting service licence of MCSA and M-Net overlapping substantially with the circulation area of the newspapers, in contravention of the ECA. Gadu-Gadu S.A. (“Gadu-Gadu”) On 19 May 2008 Gadu-Gadu was served with a claim for US$22,2 million filed against it by Eyeball Networks Inc. (“Eyeball”). 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 on 6 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. Gadu-Gadu will defend the claim. MultiChoice Africa MultiChoice Africa is pursuing a claim against four former employees who defrauded the company through manipulating the IBS Billing System and collecting subscriptions for their own account – the amount claimed is approximately R11,0 million. Bank accounts of the defendants in the United Kingdom and Jersey have been frozen. The matter is proceeding and is expected to be heard in court in 2008. Zietsman Patent Infringement In December 2004 D W Zietsman instituted action against Endemol South Africa, M-Net, MultiChoice Africa (Proprietary) Limited, Vodacom and I-Touch alleging that the defendants had, in the course of certain Big Brother television shows, infringed a patent belonging to him and that he had suffered unspecified damages. The defendants are defending the action and the matter is proceeding. Taxation matters In December 2000 MultiChoice Hellas SA (“MCH”) received a tax assessment from the Greek tax authorities for approximately 15,4 million relating to the tax treatment of advertising and marketing costs and municipal duties. MCH challenged the assessment and the Court of First Instance found against the company. MCH appealed the decision and the Appeal Court found in favour of MCH. The tax authorities did not lodge a further appeal within the time permitted. However, in February 2006 the tax authorities sent MCH a further assessment for the same amount plus arrear interest amounting to approximately 18,0 million. MCH has advised the tax authorities that their claim is legally unjustified and, in any case, filed too late. Nevertheless, the authorities have indicated that they intend to pursue their claim in the Greek courts. The South African Revenue Service (“SARS”) has alleged that participants in the Naspers and Media24 share incentive schemes should have paid additional income taxes on gains flowing from such participation and maintained that the employer companies in the group should have withheld such taxes. The group has operated deferred delivery employee share incentive schemes in a consistent manner for approximately 15 years. Based on the allegation to date, assessments have been raised by SARS on various Naspers group companies totalling approximately R13,6 million including interest charges. Naspers intends to defend the assessments raised in relation to the Naspers and Media24 share schemes, in court, if necessary. MultiChoice Uganda Limited (“MUL”) lodged an application against the Uganda Revenue Authority before the Tax Appeals Tribunal with respect to an assessment of over US$4,5 million raised on MUL’s dollar-based costs. The Tribunal found in MUL’s favour, but the Revenue Authority has appealed the ruling to the commercial court and the matter is pending. MultiChoice Botswana (Proprietary) Limited (“MCB”) is resisting a reassessment of tax by the Botswana Unified Revenue Service in an amount of US$8,7 million. The matter was heard on 19 July 2007 and the Appeal Court ruled in MCB’s favour. The tax matter is now being settled.

118 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

21. COMMITMENTS AND CONTINGENCIES (continued) (g) Guarantees At 31 March 2008 the group had provided guarantees of R162,3 million (2007: R10,0 million) mainly in respect of bank guarantees for sports rights, ofﬁce rental, services and other contracts. The group has guaranteed the foreign revolving credit facility of R11,3 billion (£700 million) in MIH B.V. that was used to partly fund the acquisition of Tradus plc. (h) 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 R3 861,9 million at 31 March 2008 (2007: R3 687,6 million) to a number of banks as security for certain bank overdrafts and term loans listed in note 18 to the value of R1 457,1 million (2007: R2 068,6 million). Included in the above amount, R21,6 million (2007: R23,3 million) 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$111 million (2007: US$125 million). MIH QQ has pledged such number of Tencent Holdings Limited ordinary par value shares with a market value of US$375 million as security pursuant to this agreement. This facility bears interest at the London Interbank Offered Rate (“LIBOR”) +2% per annum. The group plans to fund the above commitments and liabilities out of existing loan facilities and internally generated funds. 31 March 31 March 2008 2007 R’000 R’000

22. REVENUE Revenue – continuing operations Subscription revenue 10 426 554 8 540 982 Hardware sales 703 568 664 770 Technology revenue 1 063 205 853 648 Circulation revenue 1 057 697 982 664 Advertising revenue 3 369 343 2 908 095 Distribution revenue 214 116 163 628 Printing revenue 1 167 392 958 677 Book publishing and book sales revenue 871 044 1 046 938 e-Commerce revenue 683 357 425 545 Contract publishing 141 085 73 804 Decoder maintenance 136 385 73 609 Reconnection fees 35 712 26 076 Other revenue 648 950 500 277 20 518 408 17 218 713 Revenue – discontinuing operations Educor Holdings Limited 267 086 502 000 NetMed NV 2 055 633 1 787 368 2 322 719 2 289 368 Other revenues include revenues from backhaul charges, sub-licence fees and ﬁnancing service fees. Barter revenue Amount of barter revenue included in total revenue 70 753 55 466

ANNUAL REPORT I 2008 I NASPERS LIMITED I 119 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

23. EXPENSES BY NATURE Operating profit includes the following items: Depreciation classification Cost of providing services and sale of goods 448 076 412 824 Selling, general and administration expenses 214 044 137 752 Profit from discontinued operations 79 873 120 235 741 993 670 811 Amortisation classification Cost of providing services and sale of goods 92 544 77 121 Selling, general and administration expenses 282 428 92 535 Profit from discontinued operations 2 706 3 241 377 678 172 897 Operating leases Buildings 151 650 116 957 Satellite and transponders 63 087 — Other equipment 30 294 23 384 245 031 140 341 Auditor’s remuneration Audit fees 32 738 26 063 Audit fees – prior year underprovision 2 938 — Audit-related fees 5 699 16 242 Tax fees 4 232 5 029 All other fees 2 704 8 464 48 311 55 798 Foreign exchange profits/(losses) On capitalisation of forward exchange contracts in hedging transactions 9 461 (89) Other 403 (1 658) 9 864 (1 747) Staff costs As at 31 March 2008 the group had 13 812 (2007: 15 133) permanent employees. The total cost of employment of all employees, including directors, was as follows: Salaries, wages and bonuses 3 384 312 2 736 816 Retirement benefit costs (defined contribution plan) 232 291 180 873 Medical aid fund contributions 193 589 180 245 Post-retirement benefits (7 629) 11 214 Training costs 52 903 37 116 Share-based compensation charges 184 134 190 671 Total staff costs 4 039 600 3 336 935 Fees paid to non-employees for administration, management and technical services 221 377 164 216 Advertising expenses 597 496 530 368 Programme and film rights directly expensed 2 780 966 2 398 350

120 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

24. OTHER GAINS/(LOSSES) – NET Dividends – unlisted investments 1 274 3 488 Proﬁt on sale of assets 3 743 8 727 Fair value adjustment for shareholders’ liabilities (32 929) (34 681) Impairment losses (48 498) (85 900) Impairment of goodwill and other intangible assets (20 215) (10 075) Impairment of property, plant and equipment and other assets (27 501) (77 625) Reversal of impairment of property, plant and equipment and other assets — 1 800 Other impairments (782) — Compensation received from third parties for property, plant and equipment impaired, lost or stolen 4 081 409 Gain on loan settlement 86 878 — Other gains/(losses) – net 14 549 (107 957)

25. FINANCE COSTS – NET Interest paid Loans and overdrafts 224 445 143 969 Finance lease equipment 100 093 122 553 Other 32 645 1 032 357 183 267 554 Preference dividends and rights (33 557) (48 177) 323 626 219 377 Interest received Preference dividends (335 983) (69 614) Loans and bank accounts (826 355) (259 898) (1 162 338) (329 512) Net (profit)/loss from foreign exchange translation On translation of assets and liabilities (225 295) 269 823 On translation of transponder leases 135 113 120 051 On translation of loans (522) (11 756) (90 704) 378 118 Net (profit)/loss from fair value adjustments on derivative financial instruments On translation of forward exchange contracts (49 653) (93 269) On accounting for embedded derivatives (26 014) 162 831 (75 667) 69 562

Other ﬁnance costs – net (166 371) 447 680

Total ﬁnance costs – net (1 005 083) 337 545

ANNUAL REPORT I 2008 I NASPERS LIMITED I 121 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

26. TAXATION Normal taxation South Africa 1 276 243 1 027 232 Current year 1 264 464 999 133 Prior year 11 779 28 099 Foreign taxation 272 877 195 801 Current year 273 356 194 641 Prior year (479) 1 160 Secondary taxation on companies 10 724 34 361 Income taxation for the year 1 559 844 1 257 394 Deferred taxation (182 021) (72 368) Current year (133 292) (36 905) Change in rate (2 453) (107) Prior year (29 429) (28 284) Foreign (16 847) (7 072)

Total tax per income statement 1 377 823 1 185 026 Reconciliation of taxation Taxation at statutory rates 1 529 576 963 261 Adjusted for: Non-deductible expenses 125 939 254 186 Non-taxable income (111 107) (22 755) Unprovided timing differences 302 722 32 381 Assessed losses (utilised)/increased (112 514) 163 571 Initial recognition of prior year taxes 16 355 (1 066) Other taxes 121 477 68 981 Changes in taxation rates (2 487) (1 034) Tax attributable to associate income (187 242) (98 118) Tax adjustment for foreign tax rates (304 896) (174 381)

Taxation provided in income statement 1 377 823 1 185 026

122 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

27. DISCONTINUED OPERATIONS AND NON-CURRENT ASSETS AND LIABILITIES HELD FOR SALE 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 assets, including the Milpark Business School and its investment in the independent school group Curro, which was subsequently sold after year-end in unrelated transactions. The results of these operations were previously included in the education segment of the group. Selected financial information relating to these operations: 31 March 31 March 2008 2007 R’000 R’000 Educor Holdings Limited Revenue 267 086 502 000 Cost of providing services and sale of goods (199 599) (252 544) Selling, general and administration expenses (207 261) (318 543) Other gains/(losses) – net 5 254 (28 281) Operating loss (134 520) (97 368) Finance costs – net (9 481) (9 332) (Loss)/profit on sale of investments (2 730) 20 417 Loss before taxation (146 731) (86 283) Taxation (5 755) (1 680) Loss after taxation (152 486) (87 963) Loss arising on discontinuance of operations (82 352) — Loss for the year (234 838) (87 963) Attributable to: Equity holders of the group (208 580) (88 518) Minority interest (26 258) 555 (234 838) (87 963) Cash flow information Amounts of net cash flow relating to the discontinued operations: Operating activities (199 708) (60 068) Investing activities 44 331 (27 973) Financing activities 27 515 102 148 Net cash (outflow)/inflow (127 862) 14 107 Non-current assets classified as held for sale Property, plant and equipment 19 609 — Non-current liabilities classified as held for sale Tax payable 293 —

ANNUAL REPORT I 2008 I NASPERS LIMITED I 123 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

27. DISCONTINUED OPERATIONS AND NON-CURRENT ASSETS AND LIABILITIES HELD FOR SALE (continued) 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 telecommunication company. The results of these operations were previously included in the pay-television segment of the group. 31 March 31 March 2008 2007 R’000 R’000 Netmed NV and NetMed Hellas SA Revenue 2 055 633 1 787 368 Cost of providing services and sale of goods (1 304 682) (1 244 288) Selling, general and administration expenses (248 142) (338 236) Other gains — net 218 107 797 Operating profit 503 027 312 641 Finance costs — net 3 207 (29 295) Profit before taxation 506 234 283 346 Taxation (110 516) (63 796) Profit for the year 395 718 219 550 Attributable to: Equity holders of the group 390 379 226 519 Minority interest 5 339 (6 969) 395 718 219 550 Cash flow information Amounts of net cash flow relating to the discontinued operations: Operating activities 463 966 181 641 Investing activities (2 032) (10 386) Financing activities (134 312) (78 001) Net cash inflow 327 622 93 254 Non-current assets classified as held for sale Property, plant and equipment 303 732 — Goodwill 70 216 — Other intangibles 8 287 — Deferred tax 149 007 — Inventory 115 093 — Programme and film rights — short term 326 355 — Accounts receivable 253 852 — Other receivables 110 405 — Embedded derivative asset 24 525 — Cash and deposits 648 685 — 2 010 157 — Non-current liabilities classified as held for sale Long-term liabilities 336 620 — Current portion of long-term debt 349 293 — Accounts payable 181 296 — Accrued expenses and other current liabilities 721 130 — Tax payable 54 609 — Bank overdrafts 14 175 — 1 657 123 — Reserves of NetMed (included in the group’s total reserves): Retained earnings 330 227 — Foreign currency translation reserve 7 247 — 337 474 —

124 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

28. EARNINGS PER SHARE 31 March 2008 2007 Minority Minority Gross Taxation interest Net Gross Taxation interest Net R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 Earnings Net profit attributable to shareholders 3 418 064 1 998 877 Headline adjustments Adjustments for: 409 298 (414 020) 3 645 (1 077) 264 381 (709) 6 668 270 340 Reversal of impairment charge ——— —(1 278) — — (1 278) Net disposal of investments and businesses 511 596 (429 141) 1 508 83 963 274 462 — 4 934 279 396 Gain on loan settlement (86 877) 12 597 — (74 280) ——— — Profit on sale of assets (15 421) 2 524 2 137 (10 760) (8 803) (709) 1 734 (7 778) Impairments: 396 379 (71 701) (5 605) 319 073 295 524 (2 950) (2 300) 290 274 Impairment of fixed assets 22 774 (1 098) (894) 20 782 71 460 (2 070) (347) 69 043 Impairment of associates 348 494 (69 047) (780) 278 667 175 648 — — 175 648 Impairment of other assets 12 730 (1 556) (2 463) 8 711 13 903 (880) (1 953) 11 070 Impairment of goodwill 12 381 — (1 468) 10 913 34 513 — — 34 513 Loss arising on discontinuance of operations 82 352 — (12 353) 69 999 ——— — Headline earnings 3 806 059 2 559 491 Headline profit from discontinued operations (240 708) — (17 534) (258 242) (139 020) 1 535 (19 345) (156 830) Headline earnings from continuing operations 3 547 817 2 402 661

2008 2007 Number of Number of N shares N shares

Number of N ordinary shares in issue at year-end 370 558 030 344 631 900 New share issue (14 558 932) (46 403 713) Adjusted for movement in shares held by share trusts (2 376 690) (2 471 849) Weighted average number of N ordinary shares in issue during the year 353 622 408 295 756 338 Adjusted for effect of future share-based compensation payments 8 484 028 12 090 704 Diluted weighted average number of N ordinary shares in issue during the year 362 106 436 307 847 042 Continuing operations Earnings per N ordinary share (cents) Basic 893 627 Fully diluted 872 601 Headline earnings per N ordinary share (cents) Basic 1 003 813 Fully diluted 980 781 Discontinued operations Earnings per N ordinary share (cents) Basic 74 49 Fully diluted 72 48 Headline earnings per N ordinary share (cents) Basic 73 53 Fully diluted 71 51

ANNUAL REPORT I 2008 I NASPERS LIMITED I 125 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

29. CASH FROM OPERATIONS Profit before tax per income statement 5 274 398 3 244 263 Profit before tax from discontinued operations 359 503 197 063 5 633 901 3 441 326 Adjustments: – Non-cash and other (133 940) 1 311 770 Profit on sale of property, plant and equipment (9 215) (8 515) Depreciation and amortisation 1 119 670 843 710 Share-based compensation expenses 184 134 199 509 Net finance cost (998 809) 376 172 Share of equity-accounted results (654 373) (338 628) Impairment of equity-accounted investments 278 667 175 648 Profit on sale of investments (13 307) (23 838) Gain on loan settlement (86 877) — Other 46 170 87 712 – Working capital (96 592) (7 751) Cash movement in trade and other receivables (388 437) (687 461) Cash movement in payables, provisions and accruals 463 524 802 740 Cash payments for programme and film rights (85 404) 65 564 Cash movement in inventories (86 275) (188 594)

Cash from operations 5 403 369 4 745 345

30. ACQUISITION OF SUBSIDIARIES Fair value of assets and liabilities acquired: Property, plant and equipment 149 580 16 560 Investments and loans 5 160 35 857 Intangible assets 1 462 861 256 069 Net current assets/(liabilities) 768 574 (1 542) Deferred taxation (357 217) (4 996) Long-term liabilities (46 251) (2 598) Contingent liabilities (19 930) — 1 962 777 299 350 Minority interest (15 682) (3 735) Goodwill 15 770 959 22 960 Purchase consideration 17 718 054 318 575 Amount to be settled in future (99 633) — Cash in subsidiaries acquired (948 462) (44 546) Net cash outﬂow from acquisition of subsidiaries 16 669 959 274 029

126 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

31. DISPOSAL OF SUBSIDIARIES Book value of assets and liabilities: Property, plant and equipment 69 160 8 240 Goodwill and intangible assets 12 742 438 Investments and loans 3 994 27 Net current assets 270 978 14 004 Deferred taxation 1 266 (3 536) Long-term liabilities (132 993) (6 497) 225 147 12 676 Minority interest (6 640) (2 963) (Loss)/proﬁt on sale (73 855) 38 238 Selling price 144 652 47 951 Cash in subsidiaries disposed of (46 933) (37 740) Net cash inﬂow from disposal of subsidiaries 97 719 10 211

32. ACQUISITION OF JOINT VENTURES Fair value of assets and liabilities acquired: Property, plant and equipment — 14 105 Intangible assets 2 075 38 459 Net current assets — 2 383 Deferred taxation (601) (8 284) 1 474 46 663 Goodwill 2 154 104 371 Purchase consideration 3 628 151 034 Contingent consideration — (7 703) Cash paid in respect of joint ventures acquired 3 628 143 331 Cash in joint ventures acquired — (5 179) Net cash outﬂow from acquisition of joint ventures 3 628 138 152

33. ADDITIONAL STAKE PURCHASED IN M-NET AND SUPERSPORT Fair value of assets and liabilities: Property, plant and equipment 128 226 — Investments and loans 68 507 — Intangible assets 528 924 — Net current assets 337 565 — Deferred taxation (162 216) — Long-term liabilities (3 724) — 897 282 — Goodwill 3 241 018 — Purchase consideration 4 138 300 — Amount settled via share issue (3 888 300) — Cash paid in respect of stake purchased 250 000 — Cash in subsidiaries acquired (310 678) — Net cash inﬂow from acquisition of M-Net and SuperSport (60 678) —

ANNUAL REPORT I 2008 I NASPERS LIMITED I 127 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

34. PARTIAL DISPOSAL OF INTEREST IN SUBSIDIARIES Selling price — 4 105 000 Preference shares received as settlement — (3 284 000) Costs incurred with sale — (73 302) Amounts receivable — (15 547) Net cash inﬂow on partial disposal of interest in subsidiaries — 732 151

35. CASH AND CASH EQUIVALENTS Cash and deposits 7 572 764 11 845 147 Bank overdrafts and call loans (882 891) (364 039) 6 689 873 11 481 108 Restricted cash The following cash balances are restricted from immediate use according to agreements with banks and other ﬁnancial institutions: Europe 2 549 9 715 Thailand 1 034 673 USA 12 482 11 323 Total restricted cash 16 065 21 711

36. BUSINESS AND GEOGRAPHICAL SEGMENTS Primary reporting format – business segments The group has determined that its primary reporting format for segments is based on its method of internal reporting that disaggregates its businesses by service or product. The group’s reportable business segments are electronic media, print media and corporate services. Electronic media is further disaggregated into pay television, internet and technology. The print media segment is further disaggregated into newspapers, magazines and printing, and books. The group’s business is conducted in the following main business segments: Electronic media s Pay television – through the group’s subsidiaries, associated companies and joint ventures based in South Africa, sub-Saharan Africa, Cyprus and Greece, which generate revenue mainly from local customers. s Internet – through the group’s subsidiaries, associated companies and joint ventures based in South Africa, sub-Saharan Africa, Thailand, Brazil, China, Russia, India and Europe, which generate revenue mainly from local customers. s Technology – through Irdeto, provides digital content management and protection systems to customers globally and through Entriq, to protect, manage and monetise all digital media worldwide on any platform. Print media s Newspapers, magazines and printing – through the group’s subsidiaries, joint ventures and associated companies in southern Africa, Brazil and China, which publish, print and distribute various newspapers and magazines for the local market. s Books – through the group’s subsidiaries and associates in southern Africa and Brazil, which generate income mainly from local customers. Corporate services – represents the group’s holding company and head ofﬁce infrastructure. The accounting policies applied by the reportable segments are consistent with the accounting policies applied in the consolidated ﬁnancial statements, as described in note 2.

128 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

36. BUSINESS AND GEOGRAPHICAL SEGMENTS (continued) Electronic media Print media

Newspapers, magazines Consoli- Pay and Corporate Elimi-(a) dated television Internet Technology printing Books Education services nations total March 2008 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000

Revenue External 11 541 693 1 623 933 1 080 499 5 355 886 916 397 — — — 20 518 408 Intersegmental 142 200 18 002 219 623 139 636 9 093 — 132 256 (660 810) —

Total revenue 11 683 893 1 641 935 1 300 122 5 495 522 925 490 — 132 256 (660 810) 20 518 408 Cost of providing services and sale of goods (5 812 883) (902 537) (349 827) (3 631 061) (499 704) — (105 445) 523 390 (10 778 067) Selling, general and administration expenses (2 086 804) (973 761) (1 201 635) (1 322 660) (360 399) — (69 479) 137 420 (5 877 318) Other gains/(losses) – net 61 147 (245) 1 136 (50 778) 3 257 — 32 — 14 549

Operating proﬁt/(loss) 3 845 353 (234 608) (250 204) 491 023 68 644 — (42 636) — 3 877 572 Finance costs – net 723 275 145 956 83 920 (349 159) 14 790 — 386 301 — 1 005 083 Share of equity-accounted results 125 968 566 292 — 15 503 (53 390) — — — 654 373 Impairment of equity- accounted investments — (61 099) — (217 568) — — — — (278 667) Proﬁt on sale of investments 1 224 2 848 — — 11 965 — — — 16 037

Proﬁt/(loss) before taxation 4 695 820 419 389 (166 284) (60 201) 42 009 — 343 665 — 5 274 398 Taxation (1 174 087) (39 648) 2 625 (135 474) (64) — (31 175) — (1 377 823)

Net proﬁt/(loss) from continuing operations 3 521 733 379 741 (163 659) (195 675) 41 945 — 312 490 — 3 896 575 Proﬁt/(loss) from discontinued operations 395 718 — — — — (152 486) — — 243 232 Loss arising on discontinuance of operations — — — — — (82 352) — — (82 352)

Net proﬁt/(loss) 3 917 451 379 741 (163 659) (195 675) 41 945 (234 838) 312 490 — 4 057 455

Attributable to: Equity holders of the group 3 374 580 364 250 (163 659) (276 491) 16 336 (208 580) 311 628 — 3 418 064 Minority interest 542 871 15 491 — 80 816 25 609 (26 258) 862 — 639 391

3 917 451 379 741 (163 659) (195 675) 41 945 (234 838) 312 490 — 4 057 455

Segment assets(b) 36 443 165 34 865 696 6 398 038 8 708 520 444 873 — 21 933 891 (52 467 680) 56 326 503 Investments in associates 366 894 4 383 034 15 649 4 354 288 (81 854) — — — 9 038 011 Segment liabilities(b) 26 572 207 32 207 910 7 008 562 8 748 272 69 290 — 135 565 (52 431 217) 22 310 589 Capital expenditure 507 660 167 728 40 540 463 531 14 711 9 947 1 361 — 1 205 478 Amortisation of programme and ﬁlm rights* 1 542 031 — — — — — — — 1 542 031 Depreciation of property, plant and equipment# 331 440 77 883 42 577 200 978 7 482 — 1 760 — 662 120 Amortisation of intangible assets# 156 139 92 182 83 302 32 983 9 489 — 877 — 374 972 Impairment of tangible assets, excluding associates 19 681 101 — 8 501 — — — — 28 283 Impairment of intangible assets — 5 118 — 15 097 — — — — 20 215

* Included in operating proﬁt # Excludes discontinued operations (a) Represents adjustments relating to intersegmental transactions and balances that eliminate on consolidation (b) Excludes deferred tax assets, deferred tax liabilities and other taxes

ANNUAL REPORT I 2008 I NASPERS LIMITED I 129 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

36. BUSINESS AND GEOGRAPHICAL SEGMENTS (continued) Electronic media Print media

Newspapers, magazines Consoli- Pay and Corporate Elimi-(a) dated television Internet Technology printing Books Education services nations total March 2007 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000

Revenue External 9 426 923 1 143 073 865 354 4 822 768 983 304 — — (22 709) 17 218 713 Intersegmental — 24 444 157 141 93 925 7 402 — 115 824 (398 736) —

Total revenue 9 426 923 1 167 517 1 022 495 4 916 693 990 706 — 115 824 (421 445) 17 218 713 Cost of providing services and sale of goods (4 731 765) (629 610) (291 878) (3 097 933) (563 679) — (103 609) 254 336 (9 164 138) Selling, general and administration expenses (1 490 286) (627 653) (958 186) (1 225 974) (324 579) — (71 642) 167 109 (4 531 211) Other (losses)/gains – net (58 269) (12 665) 1 356 (31 511) (6 896) — 28 — (107 957)

Operating proﬁt/(loss) 3 146 603 (102 411) (226 213) 561 275 95 552 — (59 399) — 3 415 407 Finance costs – net (175 334) 81 258 7 670 (284 240) 20 949 — 12 152 — (337 545) Share of equity-accounted results (15 407) 332 819 — 28 889 (7 673) — — — 338 628 Impairment of equity- accounted investments — (25 778) — (149 870) — — — — (175 648) Proﬁt/(loss) on sale of investments — — — 41 434 34 603 — 346 (72 962) 3 421

Proﬁt/(loss) before taxation 2 955 862 285 888 (218 543) 197 488 143 431 — (46 901) (72 962) 3 244 263 Taxation (941 318) (8 296) (12 271) (185 324) (71 067) — 33 250 — (1 185 026)

Net proﬁt/(loss) from continuing operations 2 014 544 277 592 (230 814) 12 164 72 364 — (13 651) (72 962) 2 059 237 Proﬁt/(loss) from discontinued operations 219 550 — — — — (87 963) — — 131 587

Net proﬁt/(loss) 2 234 094 277 592 (230 814) 12 164 72 364 (87 963) (13 651) (72 962) 2 190 824

Attributable to: Equity holders of the group 2 105 551 256 938 (230 814) (16 477) 59 366 (88 518) (14 207) (72 962) 1 998 877 Minority interest 128 543 20 654 — 28 641 12 998 555 556 — 191 947

2 234 094 277 592 (230 814) 12 164 72 364 (87 963) (13 651) (72 962) 2 190 824

Segment assets(b) 15 867 051 8 186 380 2 574 026 7 212 211 568 094 491 849 17 950 805 (21 172 333) 31 678 077 Investments in associates 136 283 2 611 062 20 024 3 495 036 (5 189) 17 395 — — 6 274 611 Segment liabilities(b) 13 471 936 7 188 654 3 261 930 6 285 866 153 396 838 988 86 948 (21 170 273) 10 117 445 Capital expenditure 288 762 138 128 50 275 493 518 20 176 25 316 2 072 (5 200) 1 013 047 Amortisation of programme and ﬁlm rights* 909 422 — 1 334 — — — — — 910 756 Depreciation of property, plant and equipment# 285 989 48 992 37 257 168 086 8 636 — 1 616 — 550 576 Amortisation of intangible assets# 13 052 59 847 60 211 25 983 8 154 — 2 409 — 169 656 Impairment of tangible assets, excluding associates 52 624 12 604 — 12 328 69 — — — 77 625 Impairment of intangible assets — 2 932 — 200 6 943 — — — 10 075 Reversal of impairment of tangible assets 1 800 — — — — — — — 1 800

130 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

36. BUSINESS AND GEOGRAPHICAL SEGMENTS (continued) Secondary reporting format – geographical segments The group operates in ﬁve main geographical areas: Africa – The group derives revenues from television platform services, print media activities, internet services, technology products and services and book publishing. The activities in the Republic of South Africa are the most signiﬁcant in this segment and therefore South Africa has been presented separately. United States of America – A portion of the group’s activities comprise services and goods rendered by the technology operations based in the United States of America. Asia – The group’s activities comprise its interest in internet and print activities based in Thailand and China. Europe – The group’s activities comprise its interest in internet activities based in Central and Eastern Europe. Furthermore, the group generates revenue from interactive television and technology products and services provided by subsidiaries based in the Netherlands. Other – Includes the group’s provision of various products through subsidiaries and associates located mainly in Brazil, Russia and India.

Africa Consoli- Rest of Elimi- dated South Africa Africa USA Asia Europe Other nations(a) total R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000

March 2008 External revenue 15 864 446 3 343 921 122 979 247 410 618 388 321 264 — 20 518 408 Segment assets(b) 48 594 449 4 170 665 1 815 740 1 341 981 51 527 198 4 833 936 (55 957 516) 56 326 503 Capital expenditure 924 008 136 357 26 293 8 257 68 024 42 539 — 1 205 478

March 2007 External revenue 13 709 806 2 588 764 84 836 168 210 20 709 646 388 — 17 218 713 Segment assets(b) 32 674 492 2 635 141 191 439 970 915 13 831 245 1 444 689 (20 069 844) 31 678 077 Capital expenditure 782 072 66 920 38 087 46 721 47 041 32 206 — 1 013 047

(a) Represents adjustments relating to intersegmental balances that eliminate on consolidation. (b) Excludes deferred tax assets.

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 focuses on the unpredictability of financial markets and 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 year ending 31 March 2008 and 31 March 2007. 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 arising from various currency exposures. 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 payment obligations under satellite transponder leases and contracts for pay-television programming and channels, are denominated in US dollars. Where the group’s revenue is denominated in local currency such as rand or euro, depreciation of the local currency against the US dollar adversely affects the group’s earnings and its ability to meet cash obligations. Entities in the group use forward exchange contracts to hedge their exposure to foreign currency risk in connection with their functional currencies. Management is responsible for hedging the net position in the major foreign currencies by using forward currency contracts. The group generally covers forward 80% to 100% of firm commitments in foreign currency for up to two years.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 131 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

37. FINANCIAL RISK MANAGEMENT (continued) Foreign exchange risk (continued) The group has classified its forward exchange contracts relating to forecast transactions and firm commitments as cash flow and fair-value hedges, and states them at fair value. The transactions relate mainly to programming costs, transponder lease instalments and the acquisition of inventory items. A cumulative after-tax gain of R188,7 million (2007: R3,2 million gain) has been deferred in a hedging reserve at 31 March 2008. This amount is expected to realise as a gain over the next two years. The fair value of all forward exchange contracts designated as cash flow hedges at 31 March 2008 was a net asset of R377,9 million (2007: net asset of R48,9 million), comprising assets of R377,9 million (2007: R51,9 million) and liabilities of Rnil (2007: R3,0 million), that were recognised as derivative financial instruments. The fair value of all forward exchange contracts designated as fair value hedges at 31 March 2008 was an asset of R2,7 million (2007: asset of R0,6 million). During the year ended 31 March 2008 the group recognised losses on fair value hedges of R1,2 million (2007: R3,5 million gain) and a R4,2 million gain (2007: R5,7 million loss) 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 Rnil (2007: R2,3 million gain). As at 31 March 2008 the group had no hedges of net investments in foreign operations. 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 2008: Total outstanding FECs at 31 March 2008: AUD CHF EUR GBP HKD SGD USD Maturing within one year: ‘000 ‘000 ‘000 ‘000 ‘000 ‘000 ‘000 Pay television — — 1 214 — — — 159 402 Internet — — — 66 — — 175 Newspapers and magazines — — 2 378 — — — 150 Printing — 82 29 859 — — — 6 600 Books 28 — 130 2 066 541 175 1 165 28 82 33 581 2 132 541 175 167 492 Rand value (R’000) 190 640 345 609 32 495 564 910 1 266 972 Average exchange rate 6,90 7,85 10,29 15,24 1,04 5,20 7,56 EUR USD Maturing within one to two years: ‘000 ‘000 Pay television — 147 377 Printing 248 — 248 147 377 Rand value (R’000) 3 028 1 180 516 Average exchange rate 12,23 8,01 Total outstanding FECs at 31 March 2007: AUD EUR GBP HKD SGD USD Maturing within one year: ‘000 ‘000 ‘000 ‘000 ‘000 ‘000 Pay television — 730 — — — 81 643 Internet — — 13——— Newspapers and magazines — ————75 Printing — 28 879 — — — 430 Books 61 22 3 165 1 504 461 3 726 61 29 631 3 178 1 504 461 85 874 Rand value (R’000) 366 281 275 45 642 1 445 2 368 593 363 Average exchange rate 6,00 9,49 14,36 0,96 5,13 6,91 EUR USD USD Maturing within one to two years: ‘000 ‘000 Maturing after two years: ‘000 Pay television 730 86 635 Pay television 6 795 Rand value (R’000) 7 613 667 106 Rand value (R’000) 53 597 Average exchange rate 10,43 7,70 Average exchange rate 7,89

132 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

37. FINANCIAL RISK MANAGEMENT (continued) Foreign exchange risk (continued) The group regularly enters into long-term US dollar-based contracts that relate to the purchase of film and television programme content. During the year ended 31 March 2007 an IFRS interpretation in South Africa concluded that the US dollar is currently “commonly used” by South African entities in the import and export environment. Accordingly, the group re-assessed its contracts under these changed circumstances and has ceased to separate these embedded derivatives as from 1 April 2006. This has resulted in the derecognition of US dollar embedded derivative assets in the 2007 financial year. The fair value of embedded derivative instruments, mainly relating to programming contracts with content providers, at 31 March 2008, was R26,0 million (2007: R11,0 million) that were recognised as derivative financial assets. Where the group has surplus funds offshore, the treasury policy is to spread the funds between US dollar and euro to limit the effect of foreign exchange rate fluctuations and to achieve the highest level of interest income. As at 31 March 2008 the group had a net cash balance of R7,3 billion (2007: R11,5 billion), of which R2,5 billion (2007: R3,4 billion) was held in South Africa. The R4,8 billion (2007: R8,1 billion) held offshore was largely denominated in US dollar and euro. 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 British pound is the most significant. The sensitivity analysis below details the group’s sensitivity to a 10% decrease (2007: 15% decrease) in the rand against the US dollar, Euro and British pound, as well as a 10% decrease (2007: 10% decrease) of the US dollar against the euro. These percentages represent management’s best estimate of the possible changes in the foreign exchange rates at the respective year-ends. 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. A 10% decrease (2007: 15% decrease) of the rand against the US dollar, euro and British pound, and a 10% decrease (2007: 10% decrease) of the US dollar against the euro, would result in an after-tax profit of R660,3 million (2007: R544,1 million profit). Other equity would increase by R208,6 million (2007: R105,3 million increase). Foreign exchange rates The exchange rates used by the group to translate foreign entities’ income statements and balance sheets are as follows: 31 March 2008 31 March 2007 Average Closing Average Closing Currency (1FC = ZAR) rate rate rate rate US dollar 7,1558 8,1363 7,0889 7,2749 Euro 10,2618 12,8584 9,1703 9,7154 Thai baht 0,2284 0,2584 0,1949 0,2242 Chinese yuan renminbi 0,9660 1,1603 0,8991 0,9406 Brazilian real 3,9105 4,6615 3,3144 3,5424 British pound 14,3972 16,1577 13,5269 14,3193 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.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 133 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

37. FINANCIAL RISK MANAGEMENT (continued) Foreign exchange risk (continued) 31 March 2008 31 March 2007 Assets Liabilities Assets Liabilities R’000 R’000 R’000 R’000 Derivative ﬁnancial instruments Current portion Foreign exchange contracts 306 157 — 50 492 379 Embedded derivatives ——11 010 — Shareholders’ liability(1) — 213 697 —— Interest rate swaps 935 — —— 307 092 213 697 61 502 379 Non-current portion Foreign exchange contracts 99 371 — 2 017 2 616 Embedded derivatives 26 014 — —— Shareholders’ liability(1) — 8 009 — 261 431 125 385 8 009 2 017 264 047 Total 432 477 221 706 63 519 264 426

Note 1 – On application of IAS 32 in the year ended 31 March 2006 put options were identiﬁed at subsidiary entities within the group. As required by IFRS 1, the resulting liabilities were recognised at their fair value on 1 April 2005 directly in equity. Corresponding adjustments were made to “long-term derivatives” and the “current portion of non-interest-bearing long-term liabilities”. The movement in the fair value of the put options is reﬂected in the income statement in “Other gains/ (losses) – net” (refer to note 24). 31 March 2008 31 March 2007 Foreign Foreign currency currency amount amount ‘000 R’000 ‘000 R’000 Uncovered foreign liabilities The group had the following uncovered foreign liabilities: US dollar 257 458 2 087 980 119 456 876 832 British pound 3 098 50 213 949 13 497 Euro 79 716 1 023 423 51 305 501 233 Australian dollar 1 571 11 674 471 2 796 Cyprian pound —— 365 6 095 South Korean won 297 156 2 441 187 639 1 446 Other 241 204 56 426 3 956 4 208

134 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

37. FINANCIAL RISK MANAGEMENT (continued) 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. The credit risk relating to these investments is considered to be low. 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 and 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 2008 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, which carry the same credit risk as disclosed under the preference share investment above. Cash and deposits The group is exposed to certain concentrations of credit risk relating to its cash and current investments. It places its cash and current investments 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 2008 the group held the majority of its cash and deposits with local and international banks with an ‘A’ credit rating or higher. 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 R25,8 billion (2007: R17,7 billion), and has been calculated as follows: 31 March 31 March 2008 2007 R’000 R’000 Investments and loans 3 425 868 3 390 620 Receivables and loans 2 863 806 2 346 561 Derivative financial instruments 432 477 63 518 Cash and deposits 7 572 764 11 845 147 Financial guarantees 11 471 887 10 948 25 766 802 17 656 794 Property and Loan Application Network (Proprietary) Limited (“Property24”) has a revenue share agreement in place whereby it shares long-term returns on mortgage leads supplied through its portal business to Absa. The revenue share is calculated on liquid mortgages, which currently totals R5,9 billion, and thus incorporates a portion of risk. Every 0,1% change in the risk profile will impact revenue by R5,9 million. Media24 Limited has given no guarantee or undertaking, in any way, to fund Property24. 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 2008 and 31 March 2007: 31 March 31 March 2008 2007 R’000 R’000 On call 1 078 396 1 482 090 Expiring within one year 118 029 18 439 Expiring beyond one year 904 030 909 664 2 100 455 2 410 193

ANNUAL REPORT I 2008 I NASPERS LIMITED I 135 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

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 2008 R’000 R’000 R’000 R’000 R’000 Non-derivative financial liabilities – Interest-bearing: Capitalised finance leases (1 438 837) (1 730 157) (433 418) (1 296 739) — – Interest-bearing: Loans and other (10 897 461) (12 751 492) (848 172) (11 891 631) (11 689) – Non-interest-bearing: Programme and film rights (706 306) (706 306) (706 306) — — – Non-interest-bearing: Loans and other (71 424) (71 424) (12 877) (53 547) (5 000) – Trade payables (1 801 218) (1 801 218) (1 801 218) — — – Accrued expenses and other current liabilities (1 814 237) (1 814 157) (1 814 157) — — – Related-party payables (11 897) (11 897) (11 897) — — – Dividends payable (10 251) (10 251) (10 251) — — – Bank overdrafts (882 891) (882 891) (882 891) — — Derivative financial assets/(liabilities) – Forward exchange contracts 405 528 (2 830 924) (1 647 380) (1 183 544) — – Embedded derivatives 26 014 26 014 — 2 084 23 930 – Shareholders’ liabilities (221 706) (243 554) (232 930) (5 232) (5 392) – Interest rate swaps 935 935 204 525 206

Carrying Contractual 0 – 12 value cash flows months 1 – 5 years 5 years + 31 March 2007 R’000 R’000 R’000 R’000 R’000 Non-derivative financial liabilities – Interest-bearing: Capitalised finance leases (1 811 364) (2 334 030) (483 164) (1 501 737) (349 129) – Interest-bearing: Loans and other (985 879) (1 140 373) (304 484) (598 799) (237 090) – Non-interest-bearing: Programme and film rights (785 688) (785 688) (615 231) (170 457) — – Non-interest-bearing: Loans and other (51 361) (51 361) (31 271) (389) (19 701) – Trade payables (1 583 564) (1 583 564) (1 583 564) — — – Accrued expenses and other current liabilities (1 822 829) (1 822 829) (1 822 829) — — – Related-party payables (107 816) (107 816) (107 816) — — – Dividends payable (9 102) (9 102) (9 102) — — – Bank overdrafts (364 039) (364 039) (364 039) — —

Derivative ﬁnancial assets/(liabilities) – Forward exchange contracts 49 513 (1 652 775) (924 459) (728 316) — – Embedded derivatives 11 010 11 010 821 4 851 5 338 – Shareholders’ liabilities (261 431) (280 046) (87 945) (192 101) —

136 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

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 2008 the group had one swap in place. The fair value thereof was R0,9 million (2007: Rnil) and the loan amount was R100 million. The rate of the loan is the average of the previous three months’ JIBAR plus 1,4%, and the rate of the swap is the average of the previous three months’ JIBAR capped at 10,25% for 2008, 10,5% for 2009 and 10,25% for 2010. The interest rate profile of long-term liabilities as at 31 March 2008 and 31 March 2007 was as follows: Fixed: More Fixed: 0 – 12 than 12 Interest-free Floating months months Total R’000 R’000 R’000 R’000 R’000 Loans at 31 March 2008 777 730 10 568 989 573 730 1 193 579 13 114 028 Loans at 31 March 2007 837 049 291 019 385 870 2 125 269 3 639 207 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 balance sheet 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 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: s South African repo rate: decreases by 100 basis points (2007: increases by 100 basis points) s American and European repo rates: decreases by 75 and 50 basis points respectively (2007: increases by 25 basis points each). If interest rates change 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 2008 would increase by R14,9 million (2007: increase by R77,5 million).

ANNUAL REPORT I 2008 I NASPERS LIMITED I 137 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

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 value Fair value and loss income expense Impairment 31 March 2008 R’000 R’000 R’000 R’000 R’000 R’000

Assets Investments and loans 3 425 868 3 425 868 — 340 522 — 4 727

Loans and receivables 3 352 310 3 352 310 — 335 983 — — Originated loans 9 000 9 000 — 1 045 — — Related-party loans 64 558 64 558 — 3 494 — 4 727

Receivables and loans 2 863 806 2 863 806 67 433 6 927 — 65 813

Accounts receivable 2 229 936 2 229 936 10 989 2 456 — 72 288 Other receivables 523 586 523 586 — 4 471 — (6 475) Related-party receivables 110 284 110 284 56 444 — — —

Derivative ﬁnancial instruments 432 477 432 477 87 537 — — —

Foreign exchange contracts 405 528 405 528 61 523 — — — Embedded derivatives 26 014 26 014 26 014 — — — Interest rate swaps 935 935 — — — —

Cash and deposits 7 572 764 7 572 764 239 170 812 716 — —

Total 14 294 915 14 294 915 394 140 1 160 165 — 70 540

Liabilities Long-term liabilities 11 800 270 11 798 031 (125 002) — 150 680 —

Interest-bearing: Capitalised ﬁnance leases 1 112 473 1 112 473 (135 113) — 85 906 — Interest-bearing: Loans and other 10 628 803 10 626 564 10 111 — 64 774 — Non-interest-bearing: Loans and other 58 994 58 994 — — — —

Short-term payables and loans 4 951 361 4 949 835 (80 728) — 78 088 —

Interest-bearing: Capitalised ﬁnance leases 326 364 326 364 — — 25 202 — Interest-bearing: Loans and other 268 658 267 132 — — 30 153 — Non-interest-bearing: Programme and ﬁlm rights 706 306 706 306 (19 216) — 14 007 — Non-interest-bearing: Loans and other 12 430 12 430 — — — — Trade payables 1 801 218 1 801 218 (61 512) — 126 — Accrued expenses and other current liabilities 1 814 237 1 814 237 — — 8 449 — Related-party payables 11 897 11 897 — — 151 — Dividends payable 10 251 10 251 — — — —

Derivatives – shareholders’ liabilities 221 706 221 706 (36 433) — 15 857 — Bank overdrafts 882 891 882 891 — — 89 989 —

Total 17 856 228 17 852 463 (242 163) — 334 614 —

138 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

38. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued) Net gains and (losses) recognised Total Total Carrying in profit interest interest value Fair value and loss income expense Impairment 31 March 2007 R’000 R’000 R’000 R’000 R’000 R’000 Assets Investments and loans 3 355 857 3 355 857 1 913 71 597 — 10 771 At fair value through profit and loss investments 33 942 33 942 1 913 — — — Loans and receivables 3 284 000 3 284 000 — 68 305 — — Originated loans 15 709 15 709 — 1 725 — — Related-party loans 22 206 22 206 — 1 567 — 10 771 Receivables and loans 2 346 561 2 346 561 (177 006) 4 977 — 48 932 Accounts receivable 1 977 387 1 977 387 — 255 — 48 932 Other receivables 348 974 348 974 — 4 722 — — Related-party receivables 20 200 20 200 (177 006) — — — Derivative financial instruments 63 518 63 518 (26 377) — — — Foreign exchange contracts 52 508 52 508 84 860 — — — Embedded derivatives 11 010 11 010 (111 237) — — — Cash and deposits 11 845 147 11 845 147 (63 584) 279 922 — — Total 17 611 083 17 611 083 (265 054) 356 496 — 59 703 Liabilities Long-term liabilities 2 380 977 2 373 718 (110 423) — 184 271 — Interest-bearing: Capitalised finance leases 1 447 636 1 447 636 (120 051) — 122 985 — Interest-bearing: Loans and other 743 409 736 150 9 628 — 61 286 — Non-interest-bearing: Programme and film rights 170 457 170 457 — — — — Non-interest-bearing: Loans and other 19 475 19 475 — — — — Short-term payables and loans 4 776 624 4 780 567 (11 745) — 57 298 — Interest-bearing: Capitalised finance leases 363 726 363 726 — — 30 901 — Interest-bearing: Loans and other 242 470 246 413 — — 19 989 — Non-interest-bearing: Programme and film rights 615 231 615 231 — — — — Non-interest-bearing: Loans and other 31 886 31 886 — — — — Trade payables 1 583 564 1 583 564 (11 745) — 92 — Accrued expenses and other current liabilities 1 822 829 1 822 829 — — 5 511 — Related-party payables 107 816 107 816 — — 805 — Dividends payable 9 102 9 102 — — — — Derivative financial instruments 264 426 264 426 (34 922) — 18 615 — Foreign exchange contracts 2 995 2 995 2 234 — — — Shareholders’ liabilities 261 431 261 431 (37 156) — 18 615 — Bank overdrafts 364 039 364 039 — — 55 240 — Total 7 786 066 7 782 750 (157 090) — 315 423 — 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 deposits, 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 embedded derivative instruments are based on quoted market prices. The fair values of interest-bearing loans are calculated based on discounted expected future principal and interest cash flows.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 139 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

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 (BVI) 25 March 1999 note 1 * 10 years Equity-settled Irdeto Access 14 October 1999 10% * 5 years and 105 days note 3 MIH China (BVI) (formerly MIH QQ (BVI)) 23 February 2003 note 2 ** 10 years Equity-settled 2005 MIH China (BVI) (formerly 2005 MIH QQ (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 10% *** 10 years Equity-settled MIH Russia Internet B.V. 4 June 2007 10% *** 10 years Equity-settled SARs 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 60% equity- settled 40% cash- settled NetMed NV 1 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 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 QQ 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 vests after years 3, 4 and 5 ** One quarter vests after years 1, 2, 3 and 4 *** One ﬁfth vests after years 1, 2, 3, 4 and 5

140 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

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 4 March 2004 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 20 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 (BVI) Limited As part of the merger between MIH Limited and MIH (BVI) Limited, Naspers offered on 23 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 (BVI) 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.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 141 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

39. EQUITY COMPENSATION BENEFITS (continued) Movements in terms of the share trust incentive plans are as follows: MIH MIH (BVI) 31 March 2008 Naspers Media24 Paarl Media Via Afrika Holdings (US$) Shares Outstanding at 1 April 9 624 261 3 506 974 1 658 001 2 698 439 1 465 838 534 741 Granted 12 076 112 — — — 356 235 — Exercised (3 530 505) (1 601 801) (555 866) (2 335 767) (417 033) (143 186) Forfeited (9 288) (35 636) (90 334) (281 082) (95 567) (27 630) Outstanding at 31 March 18 160 580 1 869 537 1 011 801 81 590 1 309 473 363 925 Available to be implemented at 31 March 5 662 300 1 463 056 401 797 81 590 460 074 317 915 Weighted average exercise price (rand) (rand) (rand) (rand) (rand) (US$) Outstanding at 1 April 29,06 7,66 9,02 5,00 52,18 2,76 Granted 175,23 — — — 157,73 — Exercised 27,53 6,88 5,64 5,00 25,64 2,95 Forfeited 25,59 9,13 11,50 5,00 82,28 3,16 Outstanding at 31 March 126,56 8,21 10,48 5,00 87,10 2,72 Available to be implemented at 31 March 26,47 7,08 8,93 5,00 26,14 2,64 Weighted average share price of options taken up during the year Shares 3 530 505 1 601 801 555 866 2 335 767 417 033 143 186 Weighted average share price 174,79 28,32 23,31 10,09 157,97 23,44

MIH MIH (BVI) 31 March 2007 Naspers Media24 Paarl Media Via Afrika Holdings (US$) Shares Outstanding at 1 April 9 822 737 4 564 656 2 764 069 3 396 791 2 049 983 900 912 Granted 205 155 — — — 187 814 — Exercised (378 847) (891 830) (1 106 068) (249 910) (664 718) (345 285) Forfeited (24 784) (165 852) — (448 442) (107 241) (20 886) Outstanding at 31 March 9 624 261 3 506 974 1 658 001 2 698 439 1 465 838 534 741 Available to be implemented at 31 March 7 206 219 2 733 601 230 901 — 461 751 309 281 Weighted average exercise price (rand) (rand) (rand) (rand) (rand) (US$) Outstanding at 1 April 27,06 7,50 7,23 5,00 36,77 2,61 Granted 115,17 — — — 123,73 — Exercised 24,19 10,74 4,86 5,00 24,71 2,52 Forfeited 24,61 7,96 — 5,00 53,20 2,00 Outstanding at 31 March 29,06 7,66 9,02 5,00 52,18 2,76 Available to be implemented at 31 March 26,54 6,73 4,80 — 23,60 2,58 Weighted average share price of options taken up during the year Shares 378 847 891 830 1 106 068 249 910 664 718 345 285 Weighted average share price 131,81 26,76 20,51 7,92 163,63 22,63

142 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

39. EQUITY COMPENSATION BENEFITS (continued) Movements in terms of the share trust incentive plans are as follows: MIH (BVI) Irdeto MIH China 2005 MIH 31 March 2008 (rand) Access B.V. (BVI) China (BVI) Entriq Shares Outstanding at 1 April 5 329 602 941 783 10 627 26 484 6 190 500 Granted 2 785 050 — — 1 392 — Exercised (303 080) (150 773) (1 250) (2 292) — Forfeited (88 861) (104 483) — (3) (1 238 600) Expired — (26 536) — — — Outstanding at 31 March 7 722 711 659 991 9 377 25 581 4 951 900 Available to be implemented at 31 March 2 954 530 124 604 9 377 8 875 3 985 325 Weighted average exercise price (rand) (US$) (US$) (US$) (US$) Outstanding at 1 April 49,38 7,77 203,20 661,30 0,65 Granted 154,91 — — 2 668,01 — Exercised 31,20 7,74 34,00 629,16 — Forfeited 47,12 8,01 — 1 434,92 0,65 Expired — 13,13——— Outstanding at 31 March 88,18 7,52 225,76 773,29 0,65 Available to be implemented at 31 March 24,00 6,71 225,76 645,07 0,65 Weighted average share price of options taken up during the year Shares 303 080 150 773 1 250 2 292 — Weighted average share price 163,52 15,03 4 044,82 3 273,55 —

MIH (BVI) Irdeto MIH China 2005 MIH 31 March 2007 (rand) Access B.V. (BVI) China (BVI) Entriq Shares Outstanding at 1 April 6 431 776 859 205 25 024 28 497 5 401 000 Granted 291 759 150 186 — 1 534 973 200 Exercised (1 338 881) — (14 397) (3 547) — Forfeited (55 052) (67 608) — — (183 700) Outstanding at 31 March 5 329 602 941 783 10 627 26 484 6 190 500 Available to be implemented at 31 March 1 671 119 122 282 8 718 3 573 4 019 425 Weighted average exercise price (rand) (US$) (US$) (US$) (US$) Outstanding at 1 April 39,55 7,47 127,53 613,69 0,65 Granted 128,50 9,90 — 1 434,92 0,65 Exercised 19,74 — 71,68 613,31 — Forfeited 41,72 8,67 — — 0,65 Outstanding at 31 March 49,38 7,77 203,20 661,30 0,65 Available to be implemented at 31 March 20,48 9,04 167,03 614,04 0,65 Weighted average share price of options taken up during the year Shares 1 338 881 — 14 397 3 547 — Weighted average share price 154,89 — 1 774,12 1 597,14 —

ANNUAL REPORT I 2008 I NASPERS LIMITED I 143 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

39. EQUITY COMPENSATION BENEFITS (continued) Movements in terms of the share trust incentive plans are as follows: 31 March 2008 MediaZone M-Net SuperSport MIH India MIH Russia Shares Outstanding at 1 April 1 043 500 171 411 218 964 — — Granted — — — 8 649 255 245 207 Exercised — (52 362) (66 577) — — Forfeited (131 500) (531) (811) (1 200 302) — Outstanding at 31 March 912 000 118 518 151 576 7 448 953 245 207 Available to be implemented at 31 March 228 000 113 487 146 978 1 270 490 — Weighted average exercise price (US$) (rand) (rand) (US$) (euro) Outstanding at 1 April 0,82 8,46 34,12 — — Granted — — — 0,54 12,64 Exercised — 8,72 34,58 — — Forfeited 0,82 8,72 29,78 0,54 — Outstanding at 31 March 0,82 8,34 33,94 0,54 12,64 Available to be implemented at 31 March 0,82 8,31 33,37 0,54 — Weighted average share price of options taken up during the year Shares — 52 362 66 577 — — Weighted average share price — 144,51 146,42 — —

31 March 2007 MediaZone M-Net SuperSport MIH India MIH Russia Shares Outstanding at 1 April — 281 983 360 268 — — Granted 1 043 500———— Exercised — (104 246) (133 038) — — Forfeited — (6 326) (8 266) — — Outstanding at 31 March 1 043 500 171 411 218 964 — — Available to be implemented at 31 March — 72 939 95 183 — — Weighted average exercise price (US$) (rand) (rand) (US$) (euro) Outstanding at 1 April — 8,72 33,83 — — Granted 0,82———— Exercised — 9,13 33,35 — — Forfeited — 8,94 34,26 — — Outstanding at 31 March 0,82 8,46 34,12 — — Available to be implemented at 31 March — 8,16 31,72 — — Weighted average share price of options taken up during the year Shares — 104 246 133 038 — — Weighted average share price — 165,38 166,13 — —

144 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

39. EQUITY COMPENSATION BENEFITS (continued) Movements in terms of the share appreciation rights plans are as follows: MultiChoice M-Net/ Irdeto 31 March 2008 Media24 Africa SuperSport NetMed MIH Brazil Access SARs Outstanding at 1 April 11 755 315 7 583 432 8 934 220 4 234 215 126 950 — Granted 1 837 888 2 717 069 — 1 614 781 9 273 325 779 Exercised (953 125) (68 942) (21 396) (2 647) — — Forfeited (1 215 492) (365 163) (319 079) (120 966) — (2 734) Outstanding at 31 March 11 424 586 9 866 396 8 593 745 5 725 383 136 223 323 045 Available to be implemented at 31 March —————— Weighted average exercise price (rand) (rand) (rand) (euro) (US$) (US$) Outstanding at 1 April 21,65 28,76 9,20 0,94 42,17 — Granted 25,09 58,21 — 1,43 42,17 15,20 Exercised 21,97 26,10 9,38 0,92 — — Forfeited 22,25 37,60 9,33 0,93 — 15,20 Outstanding at 31 March 22,41 36,54 9,19 1,08 42,17 15,20 Available to be implemented at 31 March —————— Weighted average share price of SARs taken up during the year SARs 953 125 68 942 21 396 2 647 — — Weighted average SAR price 25,15 55,31 18,14 1,43 — —

MultiChoice M-Net/ 31 March 2007 Media24 Africa SuperSport NetMed MIH Brazil Irdeto Access SARs Outstanding at 1 April 10 584 790 5 294 588 5 919 353 — — — Granted 1 808 473 2 890 299 3 162 383 4 264 035 130 450 — Exercised (64 379) (19 667) — (28 047) — — Forfeited (533 165) (581 788) (147 516) — — — Cancelled (40 404) — — (1 773) (3 500) — Outstanding at 31 March 11 755 315 7 583 432 8 934 220 4 234 215 126 950 — Available to be implemented at 31 March —————— Weighted average exercise price (rand) (rand) (rand) (euro) (US$) (US$) Outstanding at 1 April 21,55 23,70 9,00 — — — Granted 24,16 37,61 9,56 0,94 42,17 — Exercised 21,55 23,70 — 0,92 — — Forfeited 21,65 26,87 9,02——— Cancelled 21,55 — — 1,43 42,17 — Outstanding at 31 March 21,65 28,76 9,20 0,94 42,17 — Available to be implemented at 31 March —————— Weighted average share price of SARs taken up during the year SARs 64 379 19 667 — 28 047 — — Weighted average SAR price 24,75 39,87 — 1,43 — —

ANNUAL REPORT I 2008 I NASPERS LIMITED I 145 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

39. EQUITY COMPENSATION BENEFITS (continued) Share option allocations outstanding and currently available to be implemented at 31 March 2008 by exercise price: Share options outstanding Share options currently available Weighted average Number remaining Weighted Weighted Exercise prices/ outstanding at contractual life average exercise Exercisable at average range of exercise prices 31 March 2008 (years) price 31 March 2008 exercise price Naspers Limited (rand) 10,00 — 20,00 61 507 4,52 18,39 61 507 18,39 20,01 — 25,00 3 102 392 4,37 23,32 3 102 392 23,32 25,01 — 30,00 994 440 4,81 28,59 903 092 28,67 30,01 — 35,00 1 534 866 4,62 30,96 1 534 866 30,96 40,01 — 45,00 24 888 5,00 42,99 10 550 43,17 45,01 — 50,00 100 000 6,45 50,00 33 333 50,00 50,01 — 60,15 61 220 6,22 50,81 16 560 51,80 110,00 — 120,00 191 000 8,36 114,52 — — 120,01 — 130,00 14 155 8,44 124,00 — — 130,01 — 145,00 335 068 9,95 138,87 — — 160,01 — 175,00 3 949 172 10,00 167,27 — — 175,01 — 200,00 7 791 872 10,00 180,83 — — 18 160 580 126,56 5 662 300 26,47 Media24 Limited (rand) 6,04 228 790 3,86 6,04 228 790 6,04 6,90 61 392 4,69 6,90 61 392 6,90 6,92 1 037 247 2,75 6,92 1 037 247 6,92 8,12 142 531 5,76 8,12 59 026 8,12 11,63 336 404 6,51 11,63 76 601 11,63 20,42 63 173 7,46 20,42 — — 1 869 537 8,21 1 463 056 7,08 Paarl Media Holdings (rand) 4,80 154 133 4,16 4,80 154 133 4,80 11,50 857 668 7,00 11,50 247 664 11,50 1 011 801 9,02 401 797 4,80 Via Afrika Limited (rand) 5,00 81 590 6,45 5,00 81 590 5,00 MIH Holdings Limited (rand) 6,91 — 20,00 92 339 3,90 13,99 92 339 13,99 20,01 — 40,00 320 863 4,20 26,17 287 555 25,45 40,01 — 60,00 181 896 5,92 41,61 78 894 41,59 80,01 — 100,00 841 2,20 91,73 841 91,73 100,01 — 120,00 200 541 7,46 105,35 — — 120,01 — 140,00 370 669 9,30 132,56 445 130,50 160,01 — 180,00 11 279 9,07 174,97 — — 180,01 — 200,00 131 045 9,38 186,79 — — 1 309 473 87,10 460 074 26,14 MIH (BVI) Limited (US$) 1,10 — 2,50 98 855 3,27 1,90 98 855 1,90 2,51 — 5,00 265 070 4,79 3,02 219 060 2,98 363 925 2,72 317 915 2,64

146 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

39. EQUITY COMPENSATION BENEFITS (continued) Share option allocations outstanding and currently available to be implemented at 31 March 2008 by exercise price: Share options outstanding Share options currently available Weighted average Number remaining Weighted Weighted Exercise prices/ outstanding at contractual life average exercise Exercisable at average range of exercise prices 31 March 2008 (years) price 31 March 2008 exercise price MIH (BVI) Limited (rand) 8,19 — 15,00 170 805 4,00 8,19 170 805 8,19 15,01 — 40,00 2 554 637 4,74 22,74 2 405 944 21,93 40,01 — 65,00 991 261 6,00 44,18 368 721 43,57 65,01 — 75,00 9 060 2,00 74,22 9 060 74,22 100,01 — 125,00 1 151 168 7,73 118,76 — — 125,01 — 145,00 1 604 907 9,99 138,91 — — 145,01 — 160,00 48 745 8,00 145,99 — — 160,01 — 175,00 953 095 9,00 174,98 — — 175,01 — 190,00 239 033 9,00 181,83 — — 7 722 711 88,18 2 954 530 24,00 Irdeto Access B.V. (US$) 6,70 408 164 6,00 6,70 123 156 6,70 7,90 130 719 6,97 7,90 1 448 7,90 9,90 121 108 8,00 9,90 — — 659 991 7,52 124 604 6,71 MIH China (BVI) Limited (US$) 34,00 4 000 5,00 34,00 4 000 34,00 368,41 5 377 6,00 368,41 5 377 368,41 9 377 225,76 9 377 225,76 2005 MIH China (BVI) Limited (US$) 612,75 22 289 2,00 612,75 8 359 612,75 654,02 405 2,00 654,02 176 654,02 1 434,92 1 495 3,00 1 434,92 340 1 434,92 2 481,05 1 051 4,00 2 481,05 — — 3 244,25 341 4,00 3 244,25 — — 25 581 773,29 8 875 645,07 Entriq (Mauritius) Limited (US$) 0,65 4 951 900 7,05 0,65 3 985 325 0,65 MediaZone Holdings B.V. (US$) 0,82 912 000 8,00 0,82 228 000 0,82 M-Net Limited (rand) 4,00 — 8,50 17 148 0,96 5,93 17 148 5,93 8,51 — 13,50 101 261 4,78 8,74 96 230 8,72 13,51 — 30,50 109 0,13 16,88 109 16,88 118 518 8,34 113 487 8,31 SuperSport Limited (rand) — 43 221 4,15 — 43 221 — 10,00 — 25,00 442 0,93 24,51 442 24,51 25,01 — 40,00 15 328 0,95 34,02 15 328 34,02 40,01 — 55,00 90 615 4,84 49,63 86 017 49,49 55,01 — 60,00 1 970 1,95 58,66 1 970 58,66 151 576 33,94 146 978 33,37 MIH India (US$) 0,54 7 448 953 9,00 0,54 1 270 490 0,54 MIH Russia (euro) 12,64 245 207 9,00 12,64 — —

ANNUAL REPORT I 2008 I NASPERS LIMITED I 147 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

39. EQUITY COMPENSATION BENEFITS (continued) Share appreciation rights allocations outstanding and currently available to be implemented at 31 March 2008 by exercise price: SARs outstanding Weighted average Number remaining Weighted outstanding at contractual life average exercise Exercise price 31 March 2008 (years) price Media24 Limited (rand) 21,55 8 522 943 2,03 21,55 24,75 1 409 303 3,21 24,75 25,15 1 492 340 4,00 25,15 11 424 586 22,41 MCA (Proprietary) Limited (rand) 23,70 4 992 088 2,08 23,70 39,87 2 263 272 3,00 39,87 58,21 2 611 036 4,00 58,21 9 866 396 36,54 M-Net/SuperSport (rand) 9,00 5 677 843 2,00 9,00 9,56 2 915 902 3,00 9,56 8 593 745 9,19 NetMed NV (euro) 0,92 3 943 915 3,00 0,92 1,43 1 781 468 3,91 1,43 5 725 383 1,08 MIH Brazil Holdings B.V. (US$) 42,17 136 223 3,07 42,17 Irdeto Access B.V. (US$) 15,20 323 045 4,00 15,20 No outstanding SARs were exercisable at 31 March 2008.

148 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

39. EQUITY COMPENSATION BENEFITS (continued) Share trust incentive plans grants made during the year: 2005 MIH MIH China Naspers Holdings MIH (BVI) (BVI) Media- MIH Limited Limited Limited Irdeto B.V. Limited Entriq Zone MIH India Russia 31 March 2008 (rand) (rand) (rand) (US$) (US$) (US$) (US$) (US$) (euro)

Weighted average fair value at measurement date 49,61 66,94 73,80 — 1 286,64 — — 0,26 6,23

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 175,23 157,73 154,91 — 2 668,01 — — 0,54 12,64 Weighted average exercise price 175,23 157,73 154,91 — 2 668,01 — — 0,54 12,64 Weighted average expected volatility (%)* 37,1 35,5 36,8 — 44,08 — — 42,4 43,8 Weighted average option life (years) 10,0 9,5 9,7 — 5,0 — — 10,0 9,9 Weighted average dividend yield (%) 0,9 0,9 0,9 — — — — — — Weighted average risk-free interest rate (%) (based on zero rate bond yield at perfect ﬁt) 9,0 8,8 9,0 — 4,71 — — 4,8 4,6 Weighted average annual suboptimal rate (%) 51,5 469,5 84,0 — 83,0 — — 83,0 83,0 Weighted average vesting period (years) 4,0 4,0 4,0 — 2,5 — — 3,0 3,0

31 March 2007

Weighted average fair value at measurement date 58,59 35,96 54,21 2,3 763,39 0,3 0,37 — —

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 115,17 123,73 128,50 9,90 1 434,92 0,65 0,82 — — Weighted average exercise price 115,17 123,73 128,50 9,90 1 434,92 0,65 0,82 — — Weighted average expected volatility (%)* 37,9 24,4 33,6 24,0 51,3 50,0 50,0 — — Weighted average option life (years) 10,0 9,4 9,1 5,3 5,0 10,0 9,9 — — Weighted average dividend yield (%) 1,01,21,0—————— Weighted average risk-free interest rate (%) (based on zero rate bond yield at perfect ﬁt) 8,4 7,8 8,3 4,5 4,2 4,6 4,9 — — Weighted average annual suboptimal rate (%) 56,0 194,5 141,0 141,0 69,0 84,0 141,0 — — Weighted average vesting period (years) 4,0 4,0 4,0 3,8 4,0 3,8 4,0 — — Various early exercise expectations were calculated based on historical exercise behaviours. *The weighted average expected volatility is determined using:

– Historical daily share prices *** * – Both historical and future annual (bi-annual) company valuations * ****

ANNUAL REPORT I 2008 I NASPERS LIMITED I 149 NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS (continued)

39. EQUITY COMPENSATION BENEFITS (continued) Share appreciation rights plans grants made during the year: MultiChoice M-Net/ Irdeto Media24 Africa SuperSport NetMed MIH Brazil Access 31 March 2008 (rand) (rand) (rand) (euro) (US$) (US$)

Weighted average fair value at measurement date 6,39 19,92 — 0,34 15,19 5,82

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 25,09 58,21 — 1,43 42,17 15,20 Weighted average exercise price 25,09 58,21 — 1,43 42,17 15,20 Weighted average expected volatility (%)* 15,2 17,9 — 14,4 31,0 36,2 Weighted average option life (years) 5,0 5,0 — 5,0 5,0 5,0 Weighted average dividend yield (%) —————— Weighted average risk-free interest rate (%) (based on zero rate bond yield at perfect ﬁt) 8,6 8,6 — 5,0 5,0 4,2 Weighted average annual suboptimal rate (%) 108,0 277,0 — 277,0 56,0 67,0 Weighted average vesting period (years) 4,0 4,0 — 4,0 4,0 4,0

31 March 2007 Weighted average fair value at measurement date 7,08 14,48 3,00 0,39 15,20 —

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 24,16 37,61 9,56 0,94 42,17 — Weighted average exercise price 24,16 37,61 9,56 0,94 42,17 — Weighted average expected volatility (%)* 15,3 46,4 14,6 42,7 32,5 — Weighted average option life (years) 5,0 5,0 5,0 5,0 5,0 — Weighted average dividend yield (%) ————— — Weighted average risk-free interest rate (%) (based on zero rate bond yield at perfect ﬁt) 8,3 8,2 8,1 3,2 4,6 — Weighted average annual suboptimal rate (%) 89,5 168,0 88,0 40,0 56,0 — Weighted average vesting period (years) 4,0 4,0 4,0 4,0 3,8 —

Various early exercise expectations were calculated based on historical exercise behaviours. * The weighted average expected volatility is determined using: – Both historical and future annual (bi-annual) company valuations. ***** *

31 March 31 March 2008 2007 Share-based payment liability R’000 R’000 Total carrying amount of cash-settled share-based payment liability 114 413 120 239

Total intrinsic value of liability for vested beneﬁts 50 215 60 993

150 I NASPERS LIMITED I ANNUAL REPORT I 2008 COMPANY BALANCE SHEETS at 31 March 2008 and 31 March 2007

31 March 31 March 2008 2007 Notes R’000 R’000 ASSETS Non-current assets 23 660 308 14 159 071 Investments in subsidiaries 2 5 453 012 3 578 012 Loans to subsidiaries 3 17 524 635 9 802 029 Investments in joint ventures 4 — 32 175 Loan to joint venture 4 — 87 086 Investments and loans 5 607 638 584 000 Deferred taxation 7 75 023 75 769 Current assets 3 433 382 7 168 702 Current portion of long-term loans 3 682 592 444 001 Other receivables 8 33 789 33 761 Cash and deposits 2 717 001 6 690 940 TOTAL ASSETS 27 093 690 21 327 773

EQUITY AND LIABILITIES Shareholders’ equity 27 000 251 21 267 794 Share capital and premium 9 16 617 297 13 464 398 Other non-distributable reserves 1 318 986 18 224 Retained earnings 9 063 968 7 785 172 Non-current liabilities 2 176 2 413 Post-retirement medical liability 10 2 176 2 413 Current liabilities 91 263 57 566 Amounts owing in respect of investments acquired 11 33 913 38 929 Accrued expenses and other current liabilities 12 29 723 18 637 Taxation 27 627 — TOTAL EQUITY AND LIABILITIES 27 093 690 21 327 773 The accompanying notes are an integral part of these company annual ﬁnancial statements.

COMPANY INCOME STATEMENTS for the years ended 31 March 2008 and 31 March 2007

31 March 31 March 2008 2007 Notes R’000 R’000 Revenue 72 — Selling, general and administration expenses 14 (48 811) (66 231) Other gains – net 13 1 828 814 4 793 931 Operating profit 1 780 075 4 727 700 Interest received 15 380 555 107 225 Interest paid 15 (15) — Other finance income/(cost) – net 15 4 553 (95 453) (Loss)/profit on sale of investments 16 (294 013) 689 429 Profit before taxation 1 871 155 5 428 901 Taxation 17 (28 625) 34 865 Profit for the year 1 842 530 5 463 766 Attributable to: Equity holders of the company 1 842 530 5 463 766 Minority interest — — 1 842 530 5 463 766 The accompanying notes are an integral part of these company annual financial statements.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 151 COMPANY STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY for the years ended 31 March 2008 and 31 March 2007

Share capital Share-based and premium compensation Fair-value Retained A shares N shares reserve reserve earnings Total R’000 R’000 R’000 R’000 R’000 R’000 Balance at 1 April 2006 14 243 6 024 627 12 547 — 2 688 052 8 739 469 Share capital issued — 7 432 602 — — — 7 432 602 Treasury shares movement — (7 074) — — — (7 074) Share-based compensation movements — — 5 677 — — 5 677 Net profit attributable to shareholders — — — — 5 463 766 5 463 766 Dividends — — — — (366 646) (366 646) Balance at 31 March 2007 14 243 13 450 155 18 224 — 7 785 172 21 267 794 Balance at 1 April 2007 14 243 13 450 155 18 224 — 7 785 172 21 267 794 Share capital issued — 4 752 151 — 1 296 100 — 6 048 251 Treasury shares movement — (1 599 252) — — — (1 599 252) Share-based compensation movements — — 4 662 — — 4 662 Net profit attributable to shareholders — — — — 1 842 530 1 842 530 Dividends — — — — (563 734) (563 734) Balance at 31 March 2008 14 243 16 603 054 22 886 1 296 100 9 063 968 27 000 251 The accompanying notes are an integral part of these company annual financial statements.

COMPANY CASH FLOW STATEMENTS for the years ended 31 March 2008 and 31 March 2007

31 March 31 March 2008 2007 Notes R’000 R’000 Cash flows from operating activities Cash used in operations 18 (7 657) (21 958) Finance income – net 318 216 89 645 Investment income received 1 253 660 680 305 Taxation paid (299) — Net cash from operating activities 1 563 920 747 992 Cash flows from investment activities Acquisition of subsidiaries, net of cash acquired 4 (250 000) — Partial disposal of interest in subsidiary 19 — 130 453 Proceeds from the sale of property — 5 547 Net cash (used in)/from investing activities (250 000) 136 000 Cash flows from financing activities Loans granted to subsidiaries (4 847 853) (3 189 814) Proceeds from share issue 96 320 7 396 568 Preference dividends received 18 104 — Dividend paid by holding company (558 983) (366 646) Net cash (used in)/from financing activities (5 292 412) 3 840 108 Net (decrease)/increase in cash and cash equivalents (3 978 492) 4 724 100 Forex translation adjustments on cash and cash equivalents 4 553 (95 453) Cash and cash equivalents at beginning of the year 6 690 940 2 062 293 Cash and cash equivalents at end of the year 2 717 001 6 690 940 The accompanying notes are an integral part of these company annual financial statements.

152 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES 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).

2. INVESTMENTS IN SUBSIDIARIES The following information relates to Naspers Limited’s direct interest in its signiﬁcant subsidiaries: Effective Functional percentage Direct investment Nature of Country of Name of subsidiary currency interest* in shares business incorporation 2008 2007 2008 2007 % % R’000 R’000 Media24 Holdings (Proprietary) Limited ZAR 85,0 85,0 1 105 1 105 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 5 451 767 3 576 767 Investment holding South Africa MIH Investments (Proprietary) Limited ZAR 100,0 100,0 140 140 Investment holding South Africa Intelprop (Proprietary) Limited (formerly Multimedia (Proprietary) Limited) ZAR 100,0 100,0 — — Investment holding South Africa 5 453 012 3 578 012

* The effective percentage interest shown is the effective ﬁnancial interest, after adjusting for the interests of any equity compensation plans treated as treasury shares. During the past year Naspers Limited acquired an additional 317 706 ordinary shares in MIH Holdings Limited to the value of R1 875 million. This transaction is eliminated in the consolidated annual ﬁnancial statements.

31 March 31 March 2008 2007 R’000 R’000

3. LOANS TO SUBSIDIARIES Media24 Limited 682 592 444 001 MIH Holdings Limited group 17 452 773 9 724 813 Intelprop (Proprietary) Limited (formerly Multimedia (Proprietary) Limited) 71 862 77 216 18 207 227 10 246 030 Less: current portion (682 592) (444 001) 17 524 635 9 802 029 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 2008 are interest free, except for R260 million of the Media24 Limited loan account bearing interest at a rate of prime less 3%. For the year ended 31 March 2008 Naspers Limited subordinated R300 million of the R683 million loan to Media24, for the beneﬁt of other current and future creditors of Media24 Limited.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 153 NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued)

4. INVESTMENTS IN JOINT VENTURES The following information relates to Naspers Limited’s financial interest in its significant joint ventures: Functional Effective percentage Direct investment Nature of Country of Name of joint venture currency interest* in shares business incorporation 2008 2007 2008 2007 % % R’000 R’000 Electronic Media Network Limited/SuperSport Pay-TV International Holdings content Limited ZAR — 3,8 — 16 345 provider South Africa MNH Holdings (1998) Investment (Proprietary) Limited ZAR — 50,0 — 15 830 holding South Africa — 32 175 During the past year Naspers Limited acquired an additional 13,55% interest in Electronic Media Network Limited and SuperSport International Holdings Limited and an additional 50% interest in MNH Holdings (1998) (Proprietary) Limited. The purchase consideration was settled through the issuance of 21 601 667 N shares and R250 million in cash. The share issue was allocated as follows: R432 033 to share capital, R2 592 million to share premium and R1 296 million to a non-distributable fair-value reserve (the reserve being the difference between the fair value and par plus share premium value of the shares issued). Naspers Limited subsequently sold its total investment to the MultiChoice group. This transaction is eliminated in the consolidated annual financial statements. See note 33 in the consolidated financial statements for further details concerning the cash flow information of the additional stake purchased in M-Net and SuperSport. The loan of R87,1 million to MNH Holdings (1998) (Proprietary) Limited was settled as part of this transaction.

31 March 31 March 2008 2007 R’000 R’000

5. INVESTMENTS AND LOANS Loans and receivables Welkom Yizani preference shares 641 280 599 600 Less: short-term accrued dividends on preference shares (33 642) (15 600) Long-term portion of loans and receivables 607 638 584 000 During the previous year Welkom Yizani Investments Limited issued 58,4 million cumulative preference shares (at R10 per share) to Naspers Limited as part of the BEE transaction with Media24. 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 and interest and dividends received refer to notes 3, 4, 13 and 15. For details on the loss on disposal of investment to a related party refer to note 16. Directors’ emoluments Executive directors Remuneration for other services paid by subsidiary companies 1 120 — Non-executive directors Fees for services as directors 4 483 3 944 Fees for services as directors of subsidiary companies 3 617 2 908 9 220 6 852 Refer to note 13 of the consolidated ﬁnancial statements for disclosure on executive director remuneration. 7. DEFERRED TAXATION The company created a deferred tax asset of R72,6 million (2007: R75,7 million) on unutilised secondary tax on companies (“STC”) credits. The unutilised STC credits amounted to R3 818 million on 31 March 2008 (2007: R4 288 million). Management recorded a valuation allowance of R3 092 million (2007: R3 682 million) against the unutilised STC credits on 31 March 2008 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.

154 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued)

7. DEFERRED TAXATION (continued) 1 April Charged to 31 March 2007 income 2008 R’000 R’000 R’000 Deferred tax asset Provisions and other current liabilities — 2 402 2 402 STC credits 75 769 (3 148) 72 621 75 769 (746) 75 023 31 March 31 March 2008 2007 R’000 R’000

8. OTHER RECEIVABLES Accrued Welkom Yizani preference dividends 33 642 15 600 Other receivables 147 18 161 33 789 33 761

9. SHARE CAPITAL AND PREMIUM Share capital and premium Authorised 1 250 000 A ordinary shares of R20 each 25 000 25 000 500 000 000 N ordinary shares of 2 cents each 10 000 10 000 35 000 35 000 Issued 712 131 A ordinary shares of R20 each 14 243 14 243 403 309 411 N ordinary shares of 2 cents each (2007: 366 688 936) 8 066 7 334 22 309 21 577 Share premium 18 425 959 13 674 540 18 448 268 13 696 117 Less: 18 168 780 N ordinary shares held as treasury shares (2007: 9 662 477 N ordinary shares) (1 830 971) (231 719) 16 617 297 13 464 398 2008 2007 Number of Number of N shares N shares Movement in N ordinary shares in issue during the year Shares in issue at 1 April 366 688 936 315 113 700 Shares issued for cash — 45 600 000 Shares issued to the Welkom Trust share scheme — 5 605 236 Shares issued for acquisition of a stake in M-Net/SuperSport 21 601 667 — Shares issued to share incentive trusts 15 018 808 370 000 Shares in issue at 31 March 403 309 411 366 688 936 Movement in N ordinary shares held as treasury shares during the year Shares held as treasury shares at 1 April 9 662 477 9 891 324 Shares issued to the Naspers equity compensation plan 12 036 808 150 000 Shares acquired by participants from the Naspers equity compensation plan (3 530 505) (378 847) Shares held as treasury shares at 31 March 18 168 780 9 662 477 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.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 155 NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

9. SHARE CAPITAL AND PREMIUM (continued) Share premium Opening balance at 1 April 13 674 540 6 242 971 Share premium on share issues 4 752 305 7 657 226 Share issue expenses (886) (225 657) Balance at 31 March 18 425 959 13 674 540 Capital management See note 14 of the consolidated ﬁnancial statements for the group policy.

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. Balance at 1 April 2 413 2 270 Provisions (released)/charged to income statement (237) 143 Balance at 31 March 2 176 2 413 Refer to note 17 of the consolidated financial statements for additional information including the actuarial assumptions.

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 R815,6 million 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 R33,9 million was still outstanding as at 31 March 2008 (2007: R38,9 million).

12. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses 20 040 10 053 Taxes and social security 189 180 Bonus accrual 3 691 3 382 Accrual for leave 719 993 Other personnel accruals 44 42 Other current liabilities 5 040 3 987 29 723 18 637

13. OTHER GAINS – NET Subsidiaries Dividends – unlisted shares 4 551 373 5 169 522 Impairment of investment (2 748 062) (441 097) Proﬁt on the sale of property — 5 200 Joint venture companies Dividends – unlisted shares 25 471 60 277 Other investments Dividends – unlisted shares 32 29 Total other gains – net 1 828 814 4 793 931

156 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

14. EXPENSES BY NATURE Operating profit includes the following items: Staff costs As at 31 March 2008 the company had 11 (2007: 11) permanent employees. The total cost of employment of all employees was as follows: Salaries, wages and bonuses 7 947 8 250 Retirement benefit costs (defined contribution plan) 662 606 Medical aid fund contributions 195 186 Post-retirement benefits (237) 143 Training costs 154 153 Share-based compensation charges 4 662 5 677 Total staff costs 13 383 15 015 Fees paid to non-employees for administration, management and technical services 31 550 39 385 Advertising expenses 1 696 1 220 Auditor’s remuneration Audit fees 1 840 5 984 Audit-related fees — 4 141 Tax fees 26 51 All other fees 316 435 2 182 10 611

15. FINANCE INCOME – NET Interest paid Loans and overdrafts (15) — (15) — Interest received Loans and bank accounts 359 696 78 832 Subsidiaries 20 859 28 393 380 555 107 225 Other ﬁnance income/(cost) – net Net proﬁt/(loss) from foreign exchange translation of assets 4 553 (95 453) Finance income – net 385 093 11 772

16. (LOSS)/PROFIT ON SALE OF INVESTMENTS (Loss)/profit on sale of investments (294 013) 689 429 During 2008 Naspers Limited recorded a loss of R294 million on the sale of a 17,36% interest in Electronic Media Network Limited and SuperSport International Holdings Limited to the MultiChoice group. This transaction is eliminated in the consolidated annual financial statements. See note 7 in the consolidated financial statements for further details regarding this transaction. During 2007 Naspers Limited recorded a profit of R689,4 million (net of costs of R40,4 million) on the sale of a 15% interest in Media24 Holdings (Proprietary) Limited to Welkom Yizani Investments Limited as part of the BEE transaction. See note 7 in the consolidated financial statements for further details regarding this transaction.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 157 NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued)

31 March 31 March 2008 2007 R’000 R’000

17. TAXATION Normal taxation South Africa Current year 27 879 — Deferred taxation – Current year 3 815 (34 865) – Change in rate 86 — – Prior year (3 155) — Total tax per income statement 28 625 (34 865) Reconciliation of taxation Taxation at statutory rates 542 635 1 574 381 Adjusted for: Assessed losses (utilised)/increased (56 266) 12 999 Non-deductible expenses 89 791 146 655 Non-taxable income (547 763) (1 734 374) Prior year adjustments (3 155) — Changes in taxation rates 86 — Secondary taxation on companies 3 147 (34 865) Other taxes 150 339 Taxation provided in income statement 28 625 (34 865)

18. CASH USED IN OPERATIONS Profit before tax per income statement 1 871 155 5 428 901 Adjustments: – Non-cash and other (1 891 519) (5 454 886) Profit on the sale of property — (5 200) Impairment of investment 2 748 062 441 097 Expenses paid by subsidiary 23 950 30 440 Loss/(profit) on sale of investments 294 013 (689 429) Finance income – net (385 093) (11 772) Investment income (4 576 876) (5 229 827) Share-based compensation charges 4 662 5 677 Other (237) 4 128 – Working capital 12 707 4 027 Cash movement in trade and other receivables 18 596 3 005 Cash movement in payables, provisions and accruals (5 889) 1 022

Cash used in operations (7 657) (21 958)

19. PARTIAL DISPOSAL OF INTEREST IN SUBSIDIARY Proﬁt on sale of investment — 729 805 Book value — 195 Selling price — 730 000 Preference shares received as settlement — (584 000) — 146 000 Amounts receivable — (15 547) Net cash inﬂow on partial disposal of interest in subsidiary — 130 453

158 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued)

20. 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 euro. The sensitivity analysis below detail the company’s sensitivity to a 10% decrease (2007: 15% decrease) in the rand against the US dollar and 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 (2007: 15% decrease) of the rand against the US dollar and euro would result in a profit after tax of R2,4 million (2007: R635,6 million profit). Credit risk Refer to note 37 of the consolidated financial statements for the group’s risks. The maximum amount of credit risk that the company is exposed to is R21 566 million (2007: R17 642 million), and has been calculated as follows: 31 March 31 March 2008 2007 R’000 R’000 Loans and receivables 607 638 584 000 Other receivables 33 642 120 572 Intergroup current accounts and loans 18 207 227 10 246 030 Cash and deposits 2 717 001 6 690 940 21 565 508 17 641 542 The company has guaranteed the foreign revolving credit facility of R11,3 billion (£700 million) in MIH B.V. that was used to partly fund the acquisition of Tradus plc. Liquidity risk Refer to note 37 of the consolidated financial statements for the group’s 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’000 R’000 R’000 31 March 2008 Non-derivative financial liabilities – Accrued expenses and other current liabilities 63 636 63 636 63 636 31 March 2007 Non-derivative financial liabilities – Accrued expenses and other current liabilities 57 385 57 385 57 385 Interest rate risk See note 37 of the consolidated financial statements for the group policy. 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 balance sheet 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: s South African repo rate: decreases by 100 basis points (2007: increases by 100 basis points) s American and European repo rates: decreases by 75 and 50 basis points respectively (2007: increases by 25 basis points each). If interest rates increased/decreased 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 2008 would decrease by R25,5 million (2007: increase by R42,6 million).

ANNUAL REPORT I 2008 I NASPERS LIMITED I 159 NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued)

21. 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) Total Total recognised in interest interest Carrying value Fair value profit and loss income expense 31 March 2008 R’000 R’000 R’000 R’000 R’000 Assets Intergroup current accounts and loans 18 207 227 18 207 227 — 20 859 — Loans and receivables 607 638 607 638 — 59 784 — Other receivables 33 642 33 642 — 364 — Cash and deposits 2 717 001 2 717 001 4 553 299 548 15 Total 21 565 508 21 565 508 4 553 380 555 15 Liabilities Accrued expenses and other current liabilities 63 636 63 636 — — —

Net gains and (losses) Total Total recognised in interest interest Carrying value Fair value profit and loss income expense 31 March 2007 R’000 R’000 R’000 R’000 R’000 Assets Intergroup current accounts and loans 10 246 030 10 246 030 — 28 393 — Loans and receivables 584 000 584 000 — 15 600 — Loan to joint venture 87 086 87 086 — — — Other receivables 33 485 33 485 — 1 308 — Cash and deposits 6 690 940 6 690 940 (95 453) 61 924 — Total 17 641 541 17 641 541 (95 453) 107 225 — Liabilities Accrued expenses and other current liabilities 57 385 57 385 — — — Refer to note 38 of the consolidated financial statements for details regarding the calculation of the fair value of financial instruments.

22. EQUITY COMPENSATION BENEFITS Refer to note 39 of the consolidated ﬁnancial statements for details regarding the Naspers Limited share incentive plan.

160 I NASPERS LIMITED I ANNUAL REPORT I 2008 161 Notice of annual general meeting NOTICE OF ANNUAL NOTICE GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the ninety-fourth 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, 22 August 2008 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 2008 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 2008.

4. The reappointment of the ﬁrm PricewaterhouseCoopers Inc. as auditor for the period until the conclusion of the next annual general meeting of the company.

5. To approve the appointment of Mr J P Bekker, who was reappointed as managing director for a ﬁxed term of ﬁve years with effect from 1 April 2008 and who is eligible and offers himself for election as director. His abridged curriculum vitae appears in the directorate.

The directors unanimously recommend that the reappointment be approved by the shareholders of the company. If this ordinary resolution is passed, it will serve to conﬁrm Mr Bekker’s reappointment as set out above.

6. To elect Prof G J Gerwel and Messrs J J M van Zyl and B J van der Ross who retire by rotation and, being eligible, offer themselves for re-election. Their abridged curricula vitae appear in the directorate. The re-election of each director will be carried out in separate ordinary resolutions.

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 in 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 in 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: s 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 s 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 s 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 that are compulsorily convertible into shares of that class) s 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 s that the shares will only be issued to “public shareholders” as defined in the Listings Requirements of the JSE, and not to related parties.

162 I NASPERS LIMITED I ANNUAL REPORT I 2008 NOTICE OF ANNUAL GENERAL MEETING (continued)

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: s 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 s 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 s 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 s 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 s 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 s the company has been given authority by its articles of association s at any point, the company may only appoint one agent to effect any repurchase on the company’s behalf s 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 s the company remaining in compliance with the minimum shareholder spread requirements of the JSE Listings Requirements, and s the company and/or its subsidiaries not repurchasing any N ordinary shares during a prohibited period as defined by the JSE Listings Requirements. 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 annual general meeting: s the company and the group will be able, in the ordinary course of business, to pay their debts s 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 s 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: s directors – pages 52 and 53 s major shareholders – page 56 s directors’ interests in ordinary shares – pages 105 and 106 s share capital of the company – pages 107 to 109 s litigation – pages 117 and 118 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 that 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.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 163 NOTICE OF ANNUAL GENERAL MEETING (continued)

SPECIAL RESOLUTION NUMBER ONE (continued) 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 that 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. 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. SPECIAL RESOLUTION NUMBER THREE That the articles of the company be changed to insert the words “of the transfer secretary” directly after the word “office” in the first line of paragraph 34.2. (The articles of association of the company were registered in Afrikaans and the amended text appearing in this resolution is a free translation of the Afrikaans text.) The reason for and effect of special resolution number three is to allow for proxy forms to be submitted to the office of the transfer secretary and not the office of the company. 9. ORDINARY RESOLUTION 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. 10. 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 registered office of the company by no later than 11:15 on Thursday, 21 August 2008. 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 M Coetzee Company secretary

30 July 2008 Cape Town

164 I NASPERS LIMITED I ANNUAL REPORT I 2008 FORM OF PROXY Incorporated in the Republic of South Africa JSE code: NPN ISIN: ZAE000015889 Registration number: 1925/001431/06 Ninety-fourth annual general meeting of shareholders For use by holders of certificated shares or “own name” dematerialised shareholders at the ninety-fourth 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, 22 August 2008 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, 22 August 2008 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 (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 directors’ remuneration 4. Reappointment of PricewaterhouseCoopers Inc. as auditor 5. Approval of the reappointment of Mr J P Bekker as managing director 6. Re-election of the following directors: Prof G J Gerwel Mr B J van der Ross Mr J J M van Zyl 7. Approval of general authority placing unissued shares under the control of the directors 8. Approval of issue of shares for cash 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 Special resolution number three: Change to paragraph 34.2 of the articles for proxies to be submitted to the office of the transfer secretary Ordinary resolution: 9. 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 2008 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.

ANNUAL REPORT I 2008 I NASPERS LIMITED I 165 NOTES

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 registered ofﬁce of the company, 40 Heerengracht, Cape Town, 8001 or P O Box 2271, Cape Town 8000 (marked for the attention of Denise Vos), to be received by not later than 11:15 on Thursday, 21 August 2008, 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: s the death, insanity, or any other legal disability of the person appointing the proxy, or s the revocation of the proxy, or s 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.

166 I NASPERS LIMITED I ANNUAL REPORT I 2008 CONTENTS

s e iti n u t 02 Financial highlights r o p p o

03 The Naspers group g e n r i a d 04 Our group at a glance a u r o t y , 06 Our global footprint r n e o i v 08 Chairman’s review t e r a e 18 Financial review m h r

o w

n e i i

23 Review of operations t, it

n n

e u

24 Review of operations m

a o

26 Internet t

n t

30 Pay television i

e t

36 Print media

p v

40 Technology a c

41 Governance and sustainability t r

s n

42 Governance and sustainability a

161 Notice of annual general meeting

165 Proxy form BASTION GRAPHICS NASPERS LIMITED ANNUAL REPORT 2008