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Results of the AGM

Cape Town, 31 August 2012 – Naspers Limited (“Naspers”) (JSE: NPN, LSE: NPSN), the 98th annual general meeting (AGM) of Naspers Limited was held this morning, under the chairmanship of Mr Ton Vosloo, in the Naspers Centre at 40 Heerengracht, Cape Town, South Africa.

Shareholders approved all the ordinary and special resolutions with the required majority. A gross dividend of 335c per Naspers N- ordinary and 67c per Naspers A- ordinary share were approved. PricewaterhouseCoopers was appointed as external auditors, with Mr A Wentzel as the individual who will undertake the audit.

Prof R C C Jafta, Prof D Meyer, Messrs L P Retief and N P van Heerden, and Prof H S S Willemse, who retired by rotation, were re-elected to the board.

Messrs Boetie van Zyl and Ben van der Ross, Prof Rachel Jafta and Adv Fran du Plessis were elected to the audit committee.

Mr Vosloo reported in his AGM address that Naspers’s consolidated revenues to 31 March 2012 grew 19% to R39,5 billion. The group continued to expand and follow its strategy: organic growth of existing businesses and limited acquisitions that add value to the group.

The chairman’s address follows:

“The financial year to 31 March 2012 was another challenging, but rewarding, period for the Naspers group. Globally, the media industry is working through unprecedented change as traditional platforms mutate, new platforms develop at lightning speed and consumers demand ever more functionality and connectedness – in the language of their choice.

To add to the challenge, this is all taking place in the midst of the worst economic crisis in over seven decades.

Our solid results reflect the benefits of earlier strategic decisions to diversify our business, including some painful choices. More importantly, these results reflect the dedication of our people in some 130 countries around the globe. Throughout a period of steep change in our industry, their hard work has enabled the group to grow managed revenues and trading profits at a compounded annual rate of some 25% over the past seven years.

Reflecting on the past financial year and the results reported at the end of June, the Naspers group recorded a 19% increase in consolidated revenues to R39,5bn, while core headline earnings grew 15% to R6,9bn. The internet businesses remain our fastest-growing segment. Over the past seven years and through the recent recession, the internet segments added managed revenues at 52% per annum.

In line with our sustainable development policy, we are reducing our impact on the environment by not printing our integrated annual report. The full report to shareholders is published on our website.

Our integrated report aims to present a balanced view of our economic, social, environmental and governance activities for the year to 31 March 2012. Supplementing this report we have launched naspers.org, our integrated sustainability platform that captures our combined social awareness as a group and focuses on projects that address social and environmental issues. Our intention is to extend Naspers’s core value of being useful to the communities we serve, while reflecting the key concerns of stakeholders.

In time, naspers.org will demonstrate the nature and quality of our group’s impact on society and on the planet. It will also harness the group’s strengths to help address global challenges such as education.

Looking at our operations our e-commerce operations in Eastern and Western Europe continue to expand while the e-commerce operation in Latin America is developing its business for longer-term growth. E-commerce is receiving particular development focus due to the rapid growth of online retail globally, facilitated by the proliferation of smartphones and tablets. We expect e-commerce to represent the largest segment of the internet within the next five to ten years.

Given the rapid growth of the internet industry in China, Tencent continues to record excellent results. I refer you to Tencent’s recently announced interim results for an update of progress.

The Russian internet market remains buoyant and Mail.ru Group, listed on the London Stock Exchange, maintained market share in most segments. It is the leading provider of services to internet consumers in Russian-speaking markets. Its half-year results to 30 June 2012 are expected to be released in early September. Mail.ru declared a special dividend recently and the group will receive some US$231m, which will be utilised for operational purposes.

The pay-TV unit experienced its second-best year of subscriber growth, adding some 684 000 homes for the period to 31 March.

And now we look to the future. The new satellite, IS-20, launched successfully on 2 August from Kourou, French Guiana. Intelsat is performing various tests and, on 14 September, satellite transponders will be handed over for access by MultiChoice. The additional capacity which will start on 1 October will add seven high definition and six standard definition movie and general entertainment channels to the DStv service.

In several African countries we made good progress in increasing local content. We continue to be the largest funder of sport on the African continent. In countries facing educational challenges, we have steadily expanded the scope of our educational and literacy initiatives. We are also developing local skills, such as film-making and journalism. To bring our service offering to lower income homes, MultiChoice is making good progress in rolling out digital television in many countries on the continent.

Ensuring we have the best engineers remains a priority.

The stronger performance of our print business Media24 is largely due to tighter cost controls and some attractive commercial print contracts.

On to matters of corporate governance and sustainability…

The impact of the new Companies Act in South Africa, as well as the guidelines in King III, remained a focus over the past year. The effect of all this bureaucracy is that 1 422 pages were distributed to our board and committees during the June board cycle. Not too environmentally friendly either!

We recognise the importance of governance and sustainability. The board conducts the group's business with integrity and we apply appropriate corporate governance practices. To comply with the new Companies Act that stipulates that certain companies must appoint the first members of the social and ethics committee within 12 months from 1 May 2012, Naspers has established a committee to carry out the functions of the social and ethics committee in respect of the company and its South African subsidiaries. This committee is chaired by Mr Boetie van Zyl.

In a nutshell, the sustainability of our group is determined by our ability to continue to inform, entertain and connect people, distribute media products, support e-commerce, sell advertising, develop related technologies and sell these to other media operators.

Our products and services improve people’s lives in very practical ways through links to media, e-commerce, friends, advertising and content.

Last year our group contributed R6,2 billion to governments – take note: R6,2 billion, comprising tax on company profits, tax on our employees’ salaries, secondary tax on companies, skills development levies, etc. This funds schools, hospitals, police stations – all of this helps to build the economies in emerging countries in which we operate.

Our sustainable development framework flows from our values and the concerns of stakeholders. This links to our business strategy and risk management processes.

While most of our businesses have a limited impact on the environment — mainly electricity use —several subsidiaries have Think Green initiatives. Our print businesses pose the most risk of environmental impact and strict processes are place to ensure we minimise our impact.

Now the current regulatory environment

Globally the regulatory environment for media and broadcasting is changing. In Africa we face the legislative challenges including new broadcast bills, regulations, licences or licence renewals in Angola, Kenya, Namibia, Nigeria, Uganda and Swaziland. The pay-TV market is moving through a period of significant change in South Africa, including the migration from analogue to digital terrestrial television (DTT), which has been delayed so far.

In print media, the regulatory environment in South Africa has been under considerable scrutiny. We are working closely with industry bodies and the regulatory authorities to ensure freedom of the press is protected, and that self-regulation is effective. It is encouraging that the ruling party has eased up on some of the most unacceptable clauses of the State Information Bill this week.

Now a look at dividends…

The board has considered recent amendments to the taxation of dividends and has recommended that the annual gross dividend be increased by 24% to 335 cents per N ordinary share, and to 67 cents per unlisted A ordinary share. If you approve this today, dividends will be payable to shareholders recorded in the books on Friday 21 September and paid on Tuesday 25 September.

On to the directors

In terms of the company’s memorandum of incorporation, Prof R C C Jafta, Prof D Meyer, Messrs L P Retief and N P van Heerden, and Prof H S S Willemse will retire by rotation today, but are eligible to offer themselves for re-election.

Members of the audit committee are Messrs JJM van Zyl and BJ van der Ross, Prof R Jafta and Adv F-A du Plessis. The board recommends that shareholders reappoint these individuals as audit committee members. In compliance with the Companies Act, shareholders will be asked to consider their re-election.

In June it was with great sadness that Naspers announced the passing of Antonie Roux, CEO of our internet businesses. Antonie started his career at Naspers 33 years ago as a junior technician and advanced through a number of management positions in various countries over the years. In 1997 he became the founding head of MWEB. In 2002 he was appointed CEO of our internet operations and from April 2011 he was named CEO of MIH. Antonie played a major role in Naspers’s international expansion and growth of its internet businesses. Not only did his family and friends lose a wonderful person – we have also lost an important successor in the Naspers group. The 5-year term of our CEO, Koos Bekker, will have expired at the end of March next year. So as to create sufficient space for succession planning, he has agreed to stay on until the end of March 2014.

This year a number of our colleagues passed away:

Mr Steve Oldfield – one of the early members of the M-Net management team, who moved on to head up our pay TV operation in Greece and thereafter our technology company, Irdeto.

Deon du Plessis, the colourful founder of Daily Sun
Theuns Reyneke of Irdeto
Louise Laubsher of Beeld and Die Burger
Andriette Stofberg of Beeld
Franz Kemp of Huisgenoot
Werner Wager of Media24. He was production manager of our newspapers
Melvin Whitebooi of Son
May van der Merwe – the wife of Jac, one of the valued founders of our pay-TV operations
Aaron Ampofo of MultiChoice
And this week Hans Bütter, our dictionary guru

Now a few achievements and career moves

Andrew Gill becomes CFO of MultiChoice South Africa
Carel Snyman becomes CFO of MultiChoice sub-Saharan Africa
Hein Pretorius becomes CEO of Allegro Group
Collins Khumalo becomes CEO of MultiChoice South Africa
Nico Meyer becomes CEO of MultiChoice sub-Saharan Africa
Fergus Sampson becomes head of Media24 Newspapers

We also had some retirements:

Graham Pfuhl, head of marketing for the pay TV operations, retired after 20 years’ service
Abraham van Zyl retires as head of Media24 Newspapers
We also noted the appointments of:
Martin Scheepbouwer, CEO of MIH Internet’s Classifieds operations
Bill Paladino, CEO of MIH Internet Africa
Happy Ntshingila, CEO of SuperSport
Simon Camerer, marketing manager for pay TV

And now we look forward

Over the past year growth in revenue reflected the expansion of our group. While our strategy is continually refined to accommodate market shifts, our strategy remains unchanged: organic growth of existing businesses and a few acquisitions that add value. In the year ahead, we expect top line growth to continue at more or less the same rate as before. However, with our focus on growing our businesses organically, earnings will be dampened in the short term as the cost of developing these businesses is expensed through the income statement. We believe this strategy to be sound.

Our aim remains to deliver value to our shareholders over the medium to longer term. Accordingly, we are working closely with regulators and lawmakers to improve the regulatory environment. We focus on developing the full potential of our people and, across the group, we contribute to the communities in which we operate.

Full details on our operations are contained in our 2012 annual report, which is available in electronic format. A review of today’s proceedings will be placed on the Naspers website.

I thank you.”


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