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SENS: Restricted Stock Unit Plan – Performance Condition for Initial Performance Stock Unit Awards

Announcements, 11 September 2019
In Naspers press releases

SENS: Restricted Stock Unit Plan – Performance Condition for Initial Performance Stock Unit Awards
Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315121003
(“Naspers” or “the company”)
 
IN COMPLIANCE WITH RULE 3.92 OF THE JSE LISTINGS REQUIREMENTS, THE FOLLOWING INFORMATION IS DISCLOSED: -
 
Group share-based incentive plan: Naspers Restricted Stock Plan Trust
Company: Naspers Limited
Transaction date: 9 September 2019
Number of shares:  50 051 Naspers shares
Class of shares: N ordinary
Total value of transaction: R176 967 608.03
Volume weighted average
price per share:
R3 535.7457
Highest price per share: R3 550.00
Lowest price per share: R3 521.64
Nature of transaction: On market acquisition of Naspers N ordinary shares to satisfy the Naspers Restricted Stock Plan Trust’s obligation toward its participants for awards made.
Nature of interests:  Indirect beneficial 
Clearances:  Clearance has been received in terms of paragraph
3.92 of the JSE Listings Requirements
 
NASPERS RESTRICTED STOCK UNIT PLAN – PERFORMANCE CONDITION FOR INITIAL PERFORMANCE STOCK UNIT (PSU) AWARDS

At the annual general meeting of shareholders on 23 August 2019, shareholders approved an amendment to the Naspers Restricted Stock Plan Trust Deed (“Trust Deed”) to incorporate a performance stock unit plan (“PSU Plan”). At the time of the publication of the Naspers FY19 remuneration report, the human resources and remuneration committee (the “Committee”) was still considering the final design of the PSU performance condition and as such, was unable to disclose the details of the performance condition for the initial PSU award to be granted to executive directors.  The committee has settled the final details.

Several equity indices such as MSCI Emerging Markets, Nasdaq, etc. were considered, none of which reflected the global nature of Naspers’ operations, without skewing too much towards US or non-tech companies. Therefore, and after listening to shareholders’ input on the matter, the Committee settled on a bespoke peer group. This is not what was disclosed in the Remuneration Report, however the Committee is satisfied that a bespoke peer group is the most suitable approach. Full details of the performance condition can be found on the company’s website: www.naspers.com.
 
DIRECTOR’S DEALINGS IN SECURITIES
 
Executive Director: Bob van Dijk
Transaction date: 9 September 2019
On/off market: Off market
Price at which PSUs were offered:  R0
Number of shares:  24 527 Naspers performance stock units
Grant value: Approximately US$6 075 000 (R86 027 699)
Class of shares:  N ordinary
Nature of transaction:  Offer of performance share units (PSUs) by the Naspers Restricted Stock Plan Trust to Bob van Dijk. The offer of PSUs was made on 9 September 2019. Vesting of PSUs, and the exact quantum thereof, is subject to the achievement of a performance condition noted above. Offer was accepted on 9 September 2019. The options are expected to vest on or about 30 June 2022.
 
Executive Director: Basil Sgourdos
Transaction date: 9 September 2019
On/off market: Off market
Price at which PSUs were offered:  R0
Number of PSUs:  12 718 Naspers shares
Grant value: Approximately US$3 150 000 (R44 606 955)
Class of shares:  N ordinary
Nature of transaction:  Offer of performance share units (PSUs) by the Naspers Restricted Stock Plan Trust to Bob van Dijk.  The offer of PSUs was made on 9 September 2019. Vesting of PSUs, and the exact quantum thereof, is subject to the achievement of a performance condition noted above. Offer was accepted on 9 September 2019. The options are expected to vest on or about 30 June 2022.
 
Company Secretary: Gillian Kisbey-Green
Transaction date: 9 September 2019
Nature of transaction:  On market sale of Naspers N shares
Number of shares: 22 925 Naspers Shares
Total value of transaction: R81 076 032.87
Volume weighted average
price per share:
R3 536.5772
Highest price per share:  R3 553.00
Lowest price per share: R3 514.98
 
Nature of transaction: off market purchase of securities
Number of shares: 19 107 Naspers shares
Class of shares:  N ordinary
Total value of transaction: R67 415 992.40
Price per share: R3 528.34
Date of vesting in the group
share-based incentive plan:
The trades relate to offers of Naspers N ordinary share options made and accepted between 26 February 2010 and 25 June 2018 in the Naspers Share Incentive Scheme (the Trust). Each offer of options vested in three tranches. The various tranches vested between 8 September 2013 and 29 August 2019. 

On 9 September 2019 a total of 22 925 Naspers N ordinary shares were sold by Mrs Kisbey-Green and 19 107 Naspers N ordinary shares will be delivered to Mrs Kisbey-Green upon payment of the amount of R 30 200 928,73 (being the listed market value on the date of the offers) from the proceeds of the sale of the 22 925 Naspers N ordinary shares (distributed to Mrs Kisbey-Green), to settle the amount due to the Trust.
Nature of transaction: Sale of 22 925 vested Naspers N ordinary shares from the Naspers Share Incentive Scheme Trust and delivery of 19 107 vested Naspers N ordinary shares held in the Trust by Mrs Kisbey-Green.
Additional disclosure: Exercised 42 032 Naspers options and the full net gain after tax on the disposal of 22 925 Naspers N ordinary shares was reinvested in Naspers N ordinary shares resulting in the acquisition of 19 107 Naspers N ordinary shares.
Nature of interest: Direct Beneficial
Clearance: Clearance has been received in terms of paragraph 3.66 of the JSE Listings Requirements

CAPE TOWN
10 September 2019
Sponsor: Investec Bank Limited

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