NPSN.L Regulatory News (NPSN)

Naspers Limited

Incorporated in the Republic of South Africa

(Registration number: 1925/001431/06)

("Naspers")

JSE share code:

Provisional report

Summary of the audited results of the Naspers group for the year ended 31 March 2013

Commentary

The group posted a solid performance over the past year. Investors are reminded that our strategy is to maximise the potential of existing businesses, whilst investing deeper to grow new ventures for the longer term. We are mindful that this strategy will reduce both earnings and cash flows in the short term.

Against this background, it is pleasing that we generated consolidated revenue growth of 27% - now some R50bn. The main contribution to this growth came from the internet segment, which experienced robust revenue growth across almost all major platforms. Note that not all internet units are profitable as yet.

Despite the step-up in development spend, core headline earnings per N ordinary share grew 20% to R22,16. However, the major part of this growth came from currency translation effects, as the rand exchange rate weakened over the period.

These results are underpinned by a diverse portfolio, a fairly global presence and the spread of risk. A milestone was reached this year when managed revenues from our internet units, which includes our share of associates, exceeded that of pay television.

Looking ahead, we intend to expand ecommerce businesses across emerging markets and to build our pay-television subscriber base across the African continent. A significant shift is visible in user activity moving from the personal computer to mobile devices such as smartphones and tablets. This trend simultaneously disrupts existing business models and creates new opportunities.

FINANCIAL REVIEW

Consolidated revenues grew by 27% to R50,2bn. Growth came from organic expansion of existing businesses and acquisitions, supplemented by the depreciation of the rand (which has a positive effect when we translate foreign revenues into rand).

Development spend accelerated to R4,3bn (2012: R2,8bn), focused mainly on growing our ecommerce businesses and the roll-out of pay-television services across Africa. As this development spend is expensed through the income statement, our consolidated trading profits for the year were flat at R5,7bn.

Net interest cost on borrowings amounted to R630m (2012: R517m) - largely to fund acquisitions.

Our equity-accounted associates, Tencent and Mail.ru, both reported positive growth and contributed R7,3bn to core headline earnings. We recorded a non-recurring book profit of R2,6bn, flowing from Mail.ru's sale of shares in Facebook. This profit is excluded from core headline earnings.

The impairment of equity-accounted investments amounts to R2,1bn and relates mainly to our print media investment, Abril. Revenues in the print industry are buffeted by the dual headwinds of the macro-economic downturn in Brazil and increased online competition. Whilst cost savings initiatives have been implemented, we believe it prudent to book this impairment.

The net result of the above is that core headline earnings grew 20% to R22,16 per N ordinary share. Free cash flow for the period was R3,5bn, slightly lower than last year because of the higher capital expenditure.

Consolidated balance sheet gearing stands at 12%, excluding transponder lease and non-interest bearing liabilities.

SEGMENTAL REVIEW

This segmental review includes our consolidated subsidiaries, plus a proportional consolidation of associated companies.

Internet

In the aggregate, managed internet revenues expanded 80% to R34,6bn. Trading profits from the internet segment were 44% higher at R6,2bn.

Tencent is growing in a highly competitive environment. Internet users in China grew by some 12% to 564m at the end of 2012. Tencent's core operating platforms performed well: the QQ instant messaging platform reached peak concurrent users of 173m, whilst the online gaming business delivered a solid performance. Weixin/WeChat, a communication service for smartphones, established a market position in China and is expanding internationally. Tencent continues to build its young ecommerce businesses and achieved growth both in transaction volume and revenues.

Mail.ru had a good year with revenue growing 40% in local currency. The Russian internet market boasts 64m users. Mail.ru integrated and upgraded key products across desktop and mobile platforms, as well as growing online games and value-added services.

Ecommerce: We believe online shopping is a global consumer trend and anticipate that affordable tablets and smartphones will accelerate the uptake of services in our markets.

Ecommerce revenues doubled to R11,4bn, through a combination of organic growth and a few acquisitions. We extended the breadth of our products, with particular emphasis on etailing and online classifieds. As we are in the building phase, this segment is presently loss-making and we do not expect profits in the aggregate for several more years.

Pay television

This segment reports revenues 20% higher at R30,3bn. Growth came largely from an increase in the net subscriber base of 1,1m, which now reaches 6,7m households across 48 countries in Africa. Trading profits grew 18% to R7,6bn, despite the increased development spend on infrastructure. We are also investing more in local productions.

We now produce more than 6 000 hours per annum of local broadcasting in South Africa, Nigeria and Kenya. This year saw the launch of seven local entertainment channels. Also the launch of the Africa Magic portfolio of channels, the addition of two local community channels and the launch of the M-Net movie genre channels in South Africa. A further six high-definition channels were added.

SuperSport is by far the largest funder of sport in Africa. We contribute more to sports bodies than any government.

More affordable digital terrestrial television services were launched under the GOtv brand, which now operates in eight countries reaching 376 000 households.

Print media

It was a tough year for print media globally. Revenues were flat as advertisers continue to either divert their spend to the internet or cut budgets.

In South Africa, Media24's trading profits were marginally up as costs were cut. In Brazil, Abril suffered a decline in profitability. Cost-cutting initiatives are now being implemented there.

DIVIDEND NUMBER 84

The board recommends that the annual gross dividend be increased by 15% to 385c (previously 335c) per listed N ordinary share, and 77c (previously 67c) per unlisted A ordinary share. If approved by shareholders at the annual general meeting to be held on 30 August 2013, dividends will be payable to shareholders recorded in the books on Friday 20 September 2013, and will be paid on Monday 23 September 2013. The last date to trade cum dividend will be on Friday 13 September 2013. (The shares will therefore trade ex dividend from Monday 16 September 2013.) Share certificates may not be dematerialised or rematerialised between Monday 16 September 2013 and Friday 20 September 2013, both dates inclusive.

The dividend will be declared from income reserves. There are no STC credits available for this declaration. The dividend will therefore be subject to the dividend tax rate of 15% which will result in a net dividend of 327,25c per listed N ordinary share and 65,45c per unlisted A ordinary share to those shareholders not exempt from paying dividend tax. Dividend tax will amount to 57,75c per listed N ordinary share and 11,55c per unlisted A ordinary share. The issued ordinary share capital as at 21 June 2013 is 415 540 259 N ordinary shares and 712 131 A ordinary shares. The company's income tax reference number is 9550138714.

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The provisional report is prepared in accordance with the requirements of the JSE Limited Listings Requirements and the South African Companies Act No 71 of 2008. The Listings Requirements require provisional reports to be prepared in accordance with the framework concepts, the measurement and recognition requirements of International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and must also, as a minimum, contain the information required by IAS 34 "Interim Financial Reporting". The accounting policies applied in the preparation of the condensed consolidated provisional financial statements are in terms of IFRS and are, except as noted below, also consistent with those applied in the previous annual financial statements. The annual financial statements have been audited by the company's auditor, PricewaterhouseCoopers Inc., whose unqualified audit reports on the annual financial statements and provisional report are available for inspection at the registered office of the company. The auditor's report does not necessarily cover all of the information contained in this provisional report. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor's work they should obtain a copy of that report, together with the annual financial statements from the registered office of the company.

The group adopted the following amendments for the year ended 31 March 2013:

The pay-television and technology segments have been combined as these segments are interdependent in the provision of pay-television services. Our internet segment has previously been disclosed as "Tencent" and "Other internet". We will from now on disclose four separate reporting units, being "Tencent", "Mail.ru", "Ecommerce" and "Other internet". The group's focus on ecommerce, and Tencent and Mail.ru being listed entities, prompted us to disclose these units separately. The definition of trading profit has been updated to exclude equity-settled share scheme charges and retention option expenses. This resulted in the March 2012 trading profit being restated from R5,5bn to R5,7bn. This is in line with our core headline earnings definition, where these non-cash expenses are excluded from the sustainable earnings measurements of the group. Comparative segmental results have been restated in accordance with IFRS 8 "Operating Segments".

Transponder lease commitments disclosed at 31 March 2012 have been restated by R3,3bn to exclude assets already capitalised.

Trading profit excludes amortisation of intangible assets (other than software), equity-settled share scheme charges, retention option expenses and other gains/losses, but includes the finance cost on transponder leases.

Core headline earnings exclude once-off and non-operating items. We believe that it is a useful measure for shareholders of the group's sustainable operating performance. However, this is not a defined term under IFRS and may not be comparable with similarly titled measures reported by other companies.

The preparation of the financial results was supervised by our financial director, Steve Pacak, CA(SA). These results were made public on 25 June 2013.

On behalf of the board

Cape Town

25 June 2013

Directors

T Vosloo (chair),

J P Bekker (chief executive),

F-A du Plessis,

R C C Jafta,

L N Jonker,

D Meyer,

S J Z Pacak,

T M F Phaswana,

L P Retief,

B J van der Ross,

N P van Heerden,

J J M van Zyl,

H S S Willemse

Company secretary

G Kisbey-Green

Registered office

40 Heerengracht, Cape Town 8001

(PO Box 2271, Cape Town 8000)

Transfer secretaries

Link Market Services South Africa Proprietary Limited

13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein 2001

(PO Box 4844, Johannesburg 2000)

Sponsor

Investec Bank Limited

ADR programme

The Bank of New York Mellon maintains a GlobalBuyDIRECTTM plan for Naspers Limited. For additional information, please visit The Bank of New York Mellon's website at www.globalbuydirect.com or call Shareholder Relations at 1-888-BNY-ADRS or 1-800-345-1612 or write to: The Bank of New York Mellon, Shareholder Relations Department - GlobalBuyDIRECTTM, Church Street Station, PO Box 11258, New York, NY 10286-1258, USA.

Important information

The report contains forward-looking statements as defined in the United States Private Securities Litigation Reform Act of 1995. Words such as "believe", "anticipate", "intend", "seek", "will", "plan", "could", "may", "endeavour" and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying such statements. While these forward-looking statements represent our judgements and future expectations, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These include factors that could adversely affect our businesses and financial performance. We are not under any obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise. Investors are cautioned not to place undue reliance on any forward-looking statements contained herein.

Business combinations and other acquisitions

In June 2012 the group acquired a 79% interest in Netretail, an online retailer with operations in Czech Republic, Poland, Hungary, Slovakia and Slovenia. The fair value of the total purchase consideration was R1,8bn in cash. The purchase price allocation: property, plant and equipment R36m; intangible assets R626m; cash R79m; trade and other receivables R213m; inventory R116m; trade and other payables R507m; deferred tax liability R114m and the balance to goodwill. A non-controlling interest of R116m was recognised at the acquisition date.

During October 2012 the group acquired a controlling stake in Dante International S.A. trading as eMag, a leading online retailer in Romania. The fair value of the total purchase consideration was R728m in cash. The purchase price allocation: property, plant and equipment R40m; intangible assets R358m; investments R106m; cash R12m; trade and other receivables R81m; inventory R182m; trade and other payables R293m; deferred tax liability R55m and the balance to goodwill. A non-controlling interest of R116m was recognised at the acquisition date.

The main factor contributing to the goodwill recognised in these acquisitions is their market presence. This goodwill is not expected to be deductible for income tax purposes. The non-controlling interest was measured using the proportionate share of the identifiable net assets.

The group made various smaller acquisitions with a combined cost of R450m. Total acquisition-related costs of R73m were recorded in "Losses on acquisitions and disposals" in the income statement. Had the revenues and net results of Netretail and eMag been included from 1 April 2012, the group's consolidated revenue would have been R1,8bn higher and the net results would have decreased by R55m. The smaller acquisitions made during the period would not have had a significant effect on the group's consolidated revenue and net results.

The following investments in associated and joint-venture companies were made:

In August 2012 the group acquired a 10% interest in Flipkart Private Limited, a leading ecommerce platform in India, for R858m in cash.

In October 2012 the group acquired a 29,6% interest in Souq Group Limited, an online retailer, marketplace and payment platform business, with operations in the UAE, Saudi Arabia, Egypt and Kuwait, for R319m in cash.

In March 2013 the group contributed its Slando.ru and OLX.ru assets as well as R462m in cash in exchange for a fully diluted interest of 18,6% in Avito Holdings AB. Avito.ru is the leading general classifieds platform in Russia.

The above acquisitions were primarily funded through the utilisation of existing credit facilities.

For more details about Naspers and investor enquiries regarding the results, visit the Naspers website at www.naspers.com