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

NOTICE OF ANNUAL GENERAL MEETING

Distribution of notice of the virtual annual general meeting

Naspers shareholders (Shareholders) are advised that notice is hereby given, in terms
of the notice of annual general meeting posted to Shareholders today, on Wednesday, 26
July 2023 (Notice of Annual General Meeting), that the virtual annual general meeting
of Naspers (the Annual General Meeting) will be held at 14:00 SAST on Thursday, 24
August 2023, entirely by electronic communication as permitted by the Companies Act 71
of 2008, and by Naspers's memorandum of incorporation. Naspers has retained the
services of The Meeting Specialist Proprietary Limited (TMS) to host the Annual General
Meeting, and the remote hosting of the Annual General Meeting will be on an interactive
electronic platform that will facilitate remote participation and voting by Shareholders.

Shareholders who wish to participate electronically and/or vote at the Annual General
Meeting are required to deliver the electronic participation form to TMS as soon as possible,
but in any event no later than 16:00 SAST on Tuesday, 15 August 2023 by email to
proxy@tmsmeetings.co.za. TMS will assist Shareholders with the requirements for
participation in, and/or voting at, the Annual General Meeting, including details of how to
access the electronic voting platform.

Proxy forms must be lodged, for administrative purposes, by no later than 14:00 SAST on
Tuesday, 22 August 2023, alternatively presented to the Naspers company secretary prior
to the commencement of the Annual General Meeting.

Shareholders are advised that the Notice of the Annual General Meeting, is accompanied
by a circular, which contains relevant information pertaining to the Proposed Transaction
(as defined below), in so far as it relates to Naspers (the Naspers Circular). The Notice
of Annual General Meeting, and the accompanying Naspers Circular, are also available on
Naspers’s website at www.naspers.com/investors/shareholder-centre/shareholder-
meetings. Naspers’s remuneration report and the proposed remuneration policy are
included in the 2023 integrated annual report of Naspers that has already been made
available to Shareholders.

The record date in order to be eligible to vote at the Annual General Meeting is Friday,
18 August 2023, and accordingly the last day to trade Naspers N ordinary shares in order
to be recorded in the Naspers shareholders' register on the record date to be eligible to
vote and participate at the Annual General Meeting is Tuesday, 15 August 2023.

Removal of the Cross-Holding Structure

On 27 June 2023, the board of directors of Naspers (the Naspers Board) and the board
of directors of Prosus N.V. (Prosus) announced that Naspers and Prosus (together with
their consolidated subsidiaries, the Group) intend to implement a proposed transaction in
terms of which the cross-holding structure between Naspers and Prosus will be removed
(the Proposed Transaction).

Shareholders are advised that further information pertaining to the Proposed Transaction
in relation to Naspers is set out in the Naspers Circular that Naspers has posted to
Shareholders today, on 26 July 2023, simultaneously with the Notice of Annual General
Meeting, made available on Naspers’ website at www.naspers.com/investors/shareholder-
centre/shareholder-meetings.

The shareholder resolutions that must be approved by the Shareholders in order to
implement the Proposed Transaction, are set out in the Notice of Annual General Meeting.
Voting on the matters necessary to implement the Proposed Transaction in so far as it
relates to Naspers will consequently take place at the Annual General Meeting.

Shareholders are advised to read the Naspers Circular carefully and in its entirety. Any
decision to approve the shareholder resolutions pertaining to the Proposed Transaction at
the Annual General Meeting should be made only on the basis of the information in the
Naspers Circular and/or the Notice of Annual General Meeting.

Subject to obtaining the requisite approvals of the shareholders of Prosus (Prosus
Shareholders) and the Shareholders, further details pertaining to the implementation of
the Proposed Transaction, including the applicable salient dates and times for
implementation of the Proposed Transaction, will be outlined in a declaration and
finalisation announcement to be released by Naspers following the Annual General
Meeting.

Dividend Declaration

Subject to the requisite approvals being obtained from Prosus Shareholders in relation to
the distribution referred to in the SENS announcement released by Prosus on 12 July 2023,
a dividend will be paid by Naspers in relation to the Naspers N ordinary shares and A
ordinary shares from the amount that Naspers will receive from Prosus, in accordance with
the rights attaching to the shares as set out in the Naspers memorandum of incorporation,
as amended. The Naspers dividends will be paid in South African rand.

The Naspers Board intends to declare the dividend as soon as practicable.

Repurchase Programme

Shareholders are referred to the various announcements that have been released
pertaining to the ongoing, open-ended repurchase of Naspers N ordinary shares, which
commenced on 27 June 2022 (the Repurchase Programme).

In order to have a stable share count for purposes of the Proposed Transaction and the
dividend referred to above, it is expected that the Repurchase Programme will be
temporarily suspended for a short period immediately before these events, in order to
allow for efficient and effective implementation of the Proposed Transaction and the
dividend. The Repurchase Programme will resume after each suspension and Shareholders
will be updated accordingly.

The Group will also continue to provide weekly updates on the Repurchase Programme by
means of press releases and announcements on SENS and on the Naspers website
(www.naspers.com).


Cape Town, South Africa
26 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

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.

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). 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.

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 are advised to read the Naspers Circular and the Notice of Annual General Meeting
(available on Naspers's website www.naspers.com), which contains the terms and conditions of the
Proposed Transaction in relation to Naspers, with care and in full. 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 Circular and the Notice of Annual General Meeting.

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.