As members of the Naspers Group, we interact with one another and with our stakeholders in many ways. Whether we are entertaining, informing, educating or creating network solutions, we always do so with integrity. Our aspiration towards ethics is captured in our INTEGRITY CHAIN, which expresses the guiding principles that bind us to one another and to our stakeholders. The aspiration to comply with this code, applies to all directors, officers and employees in the Naspers Group and the application of these principles underpins the specific procedures employed by the companies in the Naspers Group.

The Naspers integrity chain

We are a COMMUNITY in Naspers where we strive to ensure that everyone is treated with fairness and respect. We appreciate every person’s dignity and diversity. We do not allow unfair discrimination and we are committed to employment equity. Our interaction with the communities we serve through our products and services is based on respect and responsibility.

The CONNECTION that binds us across our diverse activities is our integrity and passion. We believe in what we do and do it with integrity. This is why we trust one another and why our stakeholders can trust us. Our integrity and passion for Naspers help us to avoid conflicts that may arise between our interests and those of the group. Our directors, officers and employees have an obligation to responsibly promote the best interests of the group at all times. Any action or situation that may lead to conflicts or the appearance of conflicts with the conduct of the group’s business should be avoided. Where conflicts of interest arise, directors, officers and employees must provide full disclosure of the circumstances and stand back from the related decision-making process.

Our COMMUNICATION is based on honesty. We interact with our internal and external stakeholders and keep them informed through fair, timely and understandable disclosure. Within Naspers we believe that relevant information, subject to what is generally considered to be good practice should be regularly shared with staff. Where an employee, manager or director is concerned that a violation of the code may exist, a designated person of authority and status will be made available to respond to that concern. Each employee, manager and director has the opportunity to report unethical behaviour without fear of reprisal.

We are COMMITTED to applying, implementing and enforcing our Code of Ethics within each company in the Naspers Group. We will hold ourselves accountable to this Code, and expect our stakeholders to inform us of any breach. Unethical behaviour will not be tolerated; neither will the breaking of laws, rules and regulations go undisciplined. We will not allow any retaliation against a director, employee or manager who acts in good faith in reporting any violation or suspected violation of our code.

Directors, officers and employees must respect and follow the laws and regulations of the authorities and the countries in which we conduct business.

Although all managers and staff act as custodians of this code, the Human Resources and Nomination Committee of the Naspers Board act as overall custodian of ethical practices in the Group.

Living our Integrity Chain requires that our conduct is inspired by the high standards enshrined in this code and other applicable principles, rules and guidelines. An essential element of appropriate conduct is compliance with the obligations embodied in the relevant personnel policies and practices, the violations of which may result in disciplinary actions.

7 June 2004