NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
(Naspers)


REMOVAL OF THE CROSS-HOLDING STRUCTURE UPDATE: PUBLICATION OF
PROSUS CIRCULAR AND NOTICE OF ANNUAL GENERAL MEETING

1.   PROSUS CIRCULAR AND ANNUAL GENERAL MEETING


     Naspers shareholders (Shareholders) are referred to the joint announcement
     published by Naspers and Prosus N.V. (Prosus) on 27 June 2023 (the
     Transaction Announcement) regarding Naspers's and Prosus's intention to
     implement a proposed transaction in terms of which the cross-holding structure
     between Naspers and Prosus will be removed (the Proposed Transaction).
     Capitalised terms not defined in this announcement have the meaning given to such
     terms in the Transaction Announcement.

     Shareholders are advised that Prosus has today, on 12 July 2023, published a
     shareholder circular providing Prosus Shareholders with further information
     pertaining to the implementation of the Proposed Transaction insofar as it relates to
     Prosus (Prosus Circular). The Prosus Circular accompanies the notice of annual
     general meeting (Prosus AGM) of Prosus Shareholders (Prosus AGM Notice),
     which is available on Prosus’s website at www.prosus.com/investors/shareholder-
     centre/shareholder-meetings. The agenda and explanatory notes pertaining to the
     Prosus AGM, including the resolutions that must be approved by Prosus Shareholders
     in order to implement the Proposed Transaction insofar as it relates to Prosus
     (Prosus Transaction Resolutions), are also set out in the Prosus AGM Notice.

     In terms of the Prosus AGM Notice, Prosus will convene a hybrid annual general
     meeting which will be held at 14:00 (CET) on Wednesday, 23 August 2023 at The
     Warehouse, Generaal Vetterstraat 51-A, 1059 BT Amsterdam, the Netherlands,
     where Prosus Shareholders will consider and, if deemed fit, adopt the Prosus
     Transaction Resolutions. Subject to obtaining the requisite approvals of the Prosus
     Shareholders and Naspers Shareholders, further details pertaining to the
     implementation of the Proposed Transaction, including the applicable salient dates
     and times and entitlement ratios of the Prosus Capitalisation Issue, will be outlined
     in the announcement to be released by Prosus and Naspers following the Prosus AGM
     and the annual general meeting of Naspers Shareholders (Naspers AGM).

2.   UPDATE ON NASPERS CIRCULAR AND NOTICE OF ANNUAL GENERAL
     MEETING

     Shareholders are advised that further information pertaining to the Proposed
     Transaction, in so far as it relates to Naspers, will be set out in a circular to be made
     available to Shareholders by Naspers (Naspers Circular), similar to the Prosus
     Circular. The Naspers Circular will accompany the notice convening the Naspers AGM
     (Naspers AGM Notice), which will be made available to Shareholders in due course.
     The Naspers AGM Notice will set out the resolutions that must be approved by
     Shareholders in order to implement the Proposed Transaction insofar as it relates to
     Naspers.
        The Naspers AGM Notice and Naspers Circular are expected to be made available to
        Shareholders in the coming weeks, following the completion of the customary JSE
        process in respect of the Circular, which process is well progressed. This will allow
        for the Naspers AGM to be held on Thursday 24 August 2023.


Cape Town, South Africa
12 July 2023

JSE sponsor: Investec Bank Limited

Legal Advisor: Webber Wentzel


 Enquiries:

 Charlie Pemberton                                                    Shamiela Letsoalo

 Communications Director                                              Director, Corporate Affairs

 Mobile: +31 615 494 359                                              Mobile: +27 78 802 6310

 Email: charlie.pemberton@naspers.com                                 Email: shamiela.letsoalo@naspers.com



About Naspers

Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the largest
technology investors in the world. Through Prosus, the group operates and invests globally in markets with long-term growth
potential, building leading consumer internet companies that empower people and enrich communities. Prosus has its
primary listing on Euronext Amsterdam, and a secondary listing on the Johannesburg Stock Exchange and Naspers is the
majority owner of Prosus.

In South Africa, Naspers is one of the foremost investors in the technology sector and is committed to building its internet
and ecommerce companies. These include Takealot, Mr D Food, Superbalist, Autotrader, Property24 and PayU, in addition
to Media24, South Africa’s leading print and digital media business.

Naspers has a primary listing on the Johannesburg Stock Exchange (NPN.SJ) and a secondary listing on the A2X Exchange
(NPN.AJ) in South Africa and a level 1 American Depository Receipt (ADR) programme which trades on an over-the-counter
basis in the US.

For more information, please visit www.naspers.com.

Naspers Labs

In 2019, Naspers Labs, a youth development programme designed to transform and launch South Africa’s unemployed youth
into economic activity, was launched. Naspers Labs focuses on digital skills and training, enabling young people to pursue
tech careers.

Disclaimers

This announcement contains information within the meaning of Article 7(1) of the European Market Abuse Regulation
(596/2014).

Shareholders should note that the Naspers Board and Prosus Board each reserve the right, in their sole discretion, to decide
not to proceed with the Proposed Transaction and, as such, the Proposed Transaction may or may not proceed.

This announcement is for information purposes only and is not intended to, and does not constitute or form part of, any
offer to sell or otherwise dispose of, or the solicitation of an offer to buy, otherwise acquire or subscribe for, securities in or
into any jurisdiction, including, but not limited to, the United States, and neither this document nor anything herein nor any
copy thereof may be taken into or distributed, directly or indirectly, in or into any jurisdiction in which to do so would be
prohibited by applicable law.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the “Securities Act”), and may not be offered or sold, directly or indirectly, in or into the United States
absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Naspers and Prosus have not been and will not be registered under the U.S.
Investment Company Act of 1940, as amended (the "Investment Company Act"), and holders of any of the securities referred
to herein will not be afforded the protections of the Investment Company Act.

The information contained in this announcement does not constitute or form a part of any offer to the public for the sale of,
or subscription for, or an invitation, advertisement, or the solicitation of an offer to purchase and/or subscribe for, securities
as defined in and/or contemplated by the South African Companies Act, No. 71 of 2008 ("South African Companies Act").
Accordingly, this announcement does not, nor does it intend to, constitute a “registered prospectus” or an advertisement
relating to an offer to the public, as contemplated by the South African Companies Act and no prospectus has been, or will
be, filed with the South African Companies and Intellectual Property Commission in respect of this announcement.

The information contained in this announcement constitutes factual information as contemplated in Section 1(3)(a) of the
South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ("FAIS Act") and should not be
construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the
Prosus Ordinary Shares N and/or Naspers N Ordinary Shares or in relation to the business or future investments of Prosus
and/or Naspers, is appropriate to the particular investment objectives, financial situations or needs of a prospective investor,
and nothing contained in this announcement should be construed as constituting the canvassing for, or marketing or
advertising of, financial services in South Africa. Prosus is not a financial services provider licensed as such under the FAIS
Act.

In member states of the European Economic Area (“EEA”) (each, a “Relevant Member State”) no action has been undertaken
or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant
Member State in accordance with the prospectus exemption provided for in article 1(5)(g) of the Prospectus Regulation. For
these purposes, the expression “Prospectus Regulation” means Regulation 2017/1129/EU (and amendments thereto) and
includes any relevant implementing measure in the Relevant Member State.

This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation and has not been
approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).

The release, publication, or distribution of this announcement in jurisdictions other than South Africa may be restricted by
law and therefore persons into whose possession this announcement comes should inform themselves about, and observe,
any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Prosus and Naspers disclaim any
responsibility or liability for the violation of such requirements by any person.

It is the responsibility of each Shareholder (including, without limitation, nominees, agents and trustees for such persons)
wishing to receive this announcement to satisfy themselves as to the full observance of the applicable laws of any relevant
territory, including obtaining any requisite governmental or other consents, observing any other requirements or formalities
and paying any issue, transfer or other taxes due in such territories.

Shareholders should have regard to the Prosus Circular and the Prosus AGM Notice (available on Prosus's website
www.prosus.com), which contains information in relation to the Proposed Transaction insofar as it relates to Prosus.

Requisite documentation will be issued by Naspers in respect of the Proposed Transaction insofar as it relates to Naspers in
due course, subject to applicable securities laws, on www.naspers.com. Shareholders should have regard to such
documentation in respect of the Proposed Transaction in relation to Naspers. Any decision to approve the Proposed
Transaction and/or other matters dealt with herein should be made only on the basis of the information included in the
Naspers AGM Notice and the Naspers Circular, to be made available in due course.

Nothing contained in this announcement constitutes, or is intended to constitute, investment, tax, legal, accounting, or other
professional advice.

Forward-looking statements

This announcement contains statements about Prosus and/or Naspers that are, or may be, forward-looking statements. All
statements (other than statements of historical fact) are, or may be deemed to be, forward-looking statements, including,
without limitation, those concerning: strategy; the economic outlook for the industries in which Prosus and/or Naspers
operates or invests as well as markets generally; production; cash costs and other operating results; growth prospects and
outlook for operations and/or investments, individually or in the aggregate; liquidity, capital resources and expenditure,
statements in relation to the approval by shareholders or implementation of the Proposed Transaction and/or the benefits
of the Proposed Transaction. These forward-looking statements are not based on historical facts, but rather reflect current
expectations concerning future results and events and generally may be identified by the use of forward-looking words or
phrases such as "believe", "aim", "expect", "anticipate", "intend", "foresee", "forecast", "likely", "should", "planned", "may",
"estimated", "potential" or similar words and phrases. Examples of forward-looking statements include statements regarding
a future financial position or future profits, cash flows, corporate strategy, implementation of the Proposed Transaction
and/or the benefits of the Proposed Transaction, anticipated levels of growth, estimates of capital expenditures, acquisition
and investment strategy, expansion prospects or future capital expenditure levels and other economic factors, such as,
among others, growth, and interest rates.

By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the future. Prosus and Naspers caution that forward-
looking statements are not guarantees of future performance. Actual results, financial and operating conditions, returns and
the developments within the industries and markets in which Prosus and/or Naspers operates and/or invests may differ
materially from those made in, or suggested by, the forward-looking statements contained in this announcement. All these
forward-looking statements are based on estimates, predictions, and assumptions, as regards Prosus or Naspers, all of which
estimates, predictions and assumptions, although Prosus and Naspers believe them to be reasonable, are inherently
uncertain and may not eventuate or eventuate in the manner Prosus and Naspers expect. Factors which may cause the actual
results, performance, or achievements to be materially different from any future results, performance or achievements
expressed or implied in those statements or assumptions include matters not yet known to Prosus and Naspers or not
currently considered material by Prosus and Naspers.

Shareholders should keep in mind that any forward-looking statement made in this announcement or elsewhere is applicable
only at the date on which such forward-looking statement is made. New factors that could cause the business of Prosus or
Naspers not to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the
extent to which any factor or combination of factors may cause actual results, performance, or achievement to differ
materially from those contained in any forward-looking statement is not known. Prosus and Naspers have no duty to, and
do not intend to, update, or revise the forward-looking statements contained in this announcement or any other information
herein, except as may be required by law. Any forward-looking statement has not been.