NPSN.L Regulatory News (NPSN)

Naspers Limited

Incorporated in the Republic of South Africa

(Registration number 1925/001431/06)

(Naspers)

JSE share code: NPN ISIN: ZAE000015889

LSE share code: NPSN ISIN: US 6315121003

Summarised consolidated financial results

for the year ended 31 March 2017

COMMENTARY

Naspers produced positive results for the year

to 31 March 2017. Tencent delivered strong

earnings, while the group continued to scale its

ecommerce businesses. Video entertainment has

become both more mature and more competitive.

Against this backdrop, core headline earnings

grew 41% to US$1.8bn.

The internet segment expanded, particularly

in classifieds, payments and travel, which all

achieved solid traction. These businesses were

further strengthened during the year by additional

investments to scale and grow, including mobile

app-only classifieds platform, letgo, acquiring

Citrus Pay in the Indian online-payments market

and merging the group's ibibo platform with

MakeMyTrip in India. On the back of contributions

from Tencent and ecommerce, group revenue

(measured on an economic-interest basis) grew

19% to US$14.6bn (or 29% in local currency,

adjusted for acquisitions and disposals).

The video-entertainment segment continued

to face the effects of weakened African currencies

and higher content costs. This translated into a

marginal decrease in year-on-year revenue and

significant pressure on profitability, although

the business recorded strong subscriber growth,

particularly outside South Africa.

Foreign currencies affect the group's segments

to varying degrees. In video entertainment, weak

currencies have a large impact on earnings

(given pricing in local currencies, but a high

US dollar cost base). In the internet segment,

the impact is lessened by the geographic

dispersion of the businesses and a cost base

generally denominated in local currencies.

Where relevant in this report, we have adjusted

amounts and percentages for the effects of

foreign currency, as well as acquisitions and

disposals. These adjustments (pro forma

financial information) are quoted in brackets

after the equivalent metrics reported under

International Financial Reporting Standards

(IFRS). A reconciliation of pro forma financial

information to the equivalent IFRS metrics

is provided in note 16 of these summarised

consolidated financial results.

The following financial commentary and

segmental reviews are prepared on an

economic-interest basis (including consolidated

subsidiaries and a proportionate consolidation

of associated companies and joint ventures),

unless otherwise stated.

FINANCIAL REVIEW

Consolidated revenue (thus excluding

equity-accounted companies) increased 3%

(13%), mainly due to strong performances by the

ecommerce businesses which grew 11% (32%).

Significant disposals during the year, notably

the Allegro business in Poland and the Czech

ecommerce units, Netretail and Heureka, reduced

revenues. In addition, the merger of the online

travel business, ibibo, with MakeMyTrip in January

2017 resulted in the group's travel investment no

longer being consolidated. From the 2018 financial

year, the group will equity-account for its share

of the results of MakeMyTrip, given its 40%

shareholding in the merged business.

Consolidated development spend was up 22%

(13%) to US$861m as letgo, Showmax and

the travel business accelerated their growth.

Total aggregate development spend on these

businesses was US$427m. Excluding the

stepped-up investment in these businesses,

development spend decreased by 16% as several

ecommerce businesses, including classifieds

and the business-to-consumer (B2C) operations,

improved profitability.

Group trading profit, measured on an economic-

interest basis, rose 22% (37%) to US$2.7bn. This

was driven by strong growth from Tencent as well

as contracting trading losses in the B2C business,

offset by higher development spend and an

operating loss from the sub-Saharan African

video-entertainment business.

IFRS operating losses were higher at US$360m,

mainly due to the effects of currency weakness

and higher content costs in the video-

entertainment segment.

The group's share of equity-accounted results

increased 42% year on year to US$1.8bn.

This includes once-off gains of US$381m and

impairment losses of US$268m recognised by

associates and joint ventures. The contribution

to core headline earnings by associates and joint

ventures was up 50% to US$2.4bn after adjusting

for these non-recurring items.

Net interest expense on borrowings was down

17% to US$142m, due to lower utilisation of credit

facilities and, to a lesser extent, cash retained

from the US$3.2bn Allegro disposal. Consequently,

the group was in a net cash position of US$1.1bn

at year-end.

The combination of higher development spend

and lower profit contribution from the video-

entertainment business resulted in consolidated

free cash outflow of US$125m. These effects were

partially offset by higher dividend income from

Tencent and improved working capital.

The company's external auditor has not reviewed

or reported on forecasts included in the

summarised consolidated financial results.

SEGMENTAL REVIEW

Internet

Solid growth was evidenced in this segment with

revenues up 29% (41%) year on year to US$10.6bn.

Fuelled in particular by excellent results from

Tencent and increased profitability of the more

mature ecommerce assets, overall internet segment

trading profits increased 52% (65%) to US$2.5bn.

At year-end, this segment contributed 73% of total

Naspers revenue measured on an economic-interest

basis, an increase from 67% last year.

Ecommerce

Ecommerce growth saw revenues 11% (27%)

higher at US$2.9bn. Trading losses increased 5%

year on year, as the group invested to scale letgo

and continued expanding the hotels segment

of the online travel business. The group now

has 21 profitable businesses in ecommerce,

excluding those disposed of during the year,

delivering US$699m in revenues and US$229m

in trading profits.

Classifieds performed well, growing revenues by

96% (64%) to US$426m. In Russia, Avito generated

firm revenues in the first full year of consolidating

its results. Growth also accelerated in European

markets, led by Poland, Ukraine, Romania and

Portugal due to increased levels of monetisation.

In May 2016 the US operations of letgo were

merged with Wallapop, and shareholders invested

a collective US$100m in the combined business.

Following lively user engagement after the merger,

an additional US$175m was raised to solidify

letgo's competitive position. Results to date are

encouraging and investment in the US market and

elsewhere will continue for several years.

Solid progress was made in other classifieds

markets as OLX invested to improve its mobile

product offerings and drive synergies across

product and technology platforms. Excluding

letgo, trading losses declined significantly.

In B2C, revenue growth was fuelled by eMAG,

which improved revenue by 35% and increased

market share in Romania, Bulgaria and Hungary.

In Romania, which accounted for the bulk of

eMAG's revenues, the growing private-label

business delivered firm margins and the company

improved cash flow from working capital

management.

The group's Indian etail associate, Flipkart,

remains a large opportunity, with market

estimates expecting the online retail market in

India to reach US$50bn by 2020. Competition has

intensified in the past year, with Amazon gaining

market share in the early part of the year. Flipkart

has maintained its leadership position, with recent

market share trends suggesting gains.

Two further significant transactions took place

with respect to the group's equity-accounted etail

investments. In March 2017 the group signed an

agreement for the sale of its interest in Souq, in

the Middle East, to Amazon. In April 2017, post

year-end, the group agreed to invest US$73m in

Takealot, subject to regulatory approval.

In January 2017 the group concluded the merger

of its online travel businesses ibibo and redBus

with Nasdaq-listed MakeMyTrip, creating India's

leading online travel business. Post merger,

Naspers holds a 40% fully diluted stake in

MakeMyTrip. To fund further expansion, the group

invested an additional US$132m in MakeMyTrip

after year-end.

In Poland the disposals of Allegro and Ceneo

concluded in January 2017, generating net

proceeds of US$3.2bn. These businesses

contributed revenue of US$327m and a trading

profit of US$137m to the results for the year.

The payments business generated lively revenue

growth of 33% (32%) year on year. Six markets

served by PayU recorded operational growth

of over 50%. Total payments volume exceeded

US$16bn, up 36% on last year, with over 400m

transactions processed over the period.

The acquisition of Citrus Pay in India

consolidated PayU's position and will allow it to

build a franchise in ecommerce while growing

vertical market positions in the airline and

telecommunications industries.

After year-end, PayU invested EUR110m in

Kreditech - a leading technology group for digital

consumer credit. This transaction combines

PayU's strong international footprint with

Kreditech's technology to bring innovative credit

services to underserved markets.

As previously reported, Naspers Ventures - tasked

with identifying new growth opportunities for

the group - made a number of investments in

educational technology companies.

Movile's subsidiary, iFood, the Latin American

online food-delivery business operating mainly

in Brazil, made excellent progress with order-

number growth accelerating 164% year on year.

iFood revenues grew 229% and trading profit

156%. The group's online food-delivery portfolio

was strengthened after year-end by a EUR387m

investment in Delivery Hero, the largest online

food-delivery company by orders globally.

Tencent

For the year ended December 2016 Tencent's

revenues were RMB151.9bn, up 48% year on year.

Non-GAAP profit attributable to shareholders

(Tencent's measure of normalised performance)

grew 40% to RMB45.4bn.

QQ and Weixin reinforced their positions as the

ubiquitous social platforms for users in China to

communicate, socialise, and enjoy online content

and services. Weixin continued to develop as a

'super app', with monthly active users on Weixin

and WeChat up 28% to 889m. Tencent launched

several successful self-developed and licensed

games and expanded its position as a leading

global game company by investing in companies

such as Supercell and Paradox. The popularity of

its digital-content platforms and number of paying

users grew well.

Looking ahead, Tencent will focus on delivering

superior experiences to its users and creating

business opportunities for its ecosystem partners

by implementing its 'connection' strategy.

Heavy investment in innovative, cutting-edge

technologies (including cloud services and artificial

intelligence) and partnerships will continue as

Tencent positions itself for long-term growth.

Extensive information on Tencent's results is

available at www.tencent.com/en-us/ir.

Mail.ru

Mail.ru's revenue for the year to December 2016

was up 15% to RUB42.8bn, including the results

of newly acquired Pixonic and Delivery Club

(the online food-ordering business in Russia).

Key revenue drivers were online games and

advertising. Warface remains Mail.ru's largest

game, followed by War Robots from Pixonic.

Mail.ru recorded strong advertising-revenue

growth in mobile, especially from VKontakte and

in-feed native formats.

Group aggregate segment EBITDA (Mail.ru's

measure of normalised performance) was down

1% to RUB17.9bn, mainly due to a non-recurring

value-added tax charge.

Towards the end of its financial year, Mail.ru made

a number of acquisitions aimed at expanding its

ecosystems and leveraging its user base, most

notably Pixonic and Delivery Club. These have the

potential to sustain long-term revenue growth and

profitability.

More information on Mail.ru's results is available

at https://corp.mail.ru/en/investors/.

Video entertainment

Last year tough economic conditions led to

significant churn in subscribers, but 2017 saw a

return to modest growth. A value strategy was

successful at expanding the business over the

long term. This focused on bouquet restructuring

and reduction of non-performing content, holding

subscription prices steady in key markets, better

customer focus and retention, reducing set-top

box prices and rightsizing operations. These

initiatives resulted in net direct-to-home (DTH)

subscriber growth of 935 000 homes, compared

to 38 000 last year. A total of 597 000 digital

terrestrial television (DTT) subscribers were

added to the base, bringing the combined closing

base (DTT and DTH) to 11.9m households at

year-end. The DTT business continued to grow,

despite analogue switchoffs not being mandated

as anticipated. Development of the DTT content

offering and improved retention capabilities

contributed to solid growth over the year.

As a result, this business will not be included in

development spend in future.

At a macroeconomic level, muted economic

growth and continued currency weakness,

contributed to video-entertainment revenues

declining marginally year on year to US$3.4bn

(but increasing 7% after excluding the impact of

foreign exchange). Content costs lifted due to

increased competition, and the business is

responding by removing or renegotiating non-

essential content. Trading profit of US$287m

declined 53% (32%) year on year due to the impact

of currency weakness in the main operating

markets, where customers are billed in local

currency but the bulk of the cost base is US dollar

denominated. Given the high fixed-cost base,

continued subscriber growth is key to improving

profitability.

Liquidity in Nigeria, Angola and Mozambique remained

constrained with limited availability of foreign currency.

At year-end, we had cash balances of US$289m in these

countries that are exposed to currency depreciation. We

were able to extract US$133m up to 31 March 2017.

Subsequent to year-end, we have extracted a

further US$113m up to 31 May 2017.

The subscription video-on-demand (SVOD)

service, Showmax, completed its first full year

of operations, culminating in its launch in

Poland in February 2017. Showmax is now fully

localised in South Africa, Kenya and Poland and

available in over 60 other countries. Consolidated

development spend for the video entertainment

segment was US$102m (2016: US$85m) - up 20%

year on year. Increased investment in Showmax

was offset by scaling of the DTT platform.

Regulations in the video-entertainment business

are under constant review and we continue to

engage with regulators across the continent.

Media

Although substantial growth of 14% (16%) was

recorded in the ecommerce and digital segments of

our media businesses, overall revenues decreased

by 3% (1%) to US$588m. Besides ongoing challenges

from structural changes in the print media

industry, the segment also continues to face tough

macroeconomic conditions due to a weak South

African rand. Consumer spending was subdued

and, as a consequence, subscription and advertising

income. The focus remains on restructuring the

mature print businesses, migrating audiences to

digital platforms and scaling ecommerce interests

while containing costs.

Prospects

During the 2018 financial year the group will

keep scaling its ecommerce businesses to drive

profitability and cash generation. The focus

for the more mature businesses - media and

video entertainment - will be on managing

macroeconomic and sectoral headwinds through

ongoing cost containment. Competition from

global platforms across the markets where

Naspers operates is increasing and the group

will respond through continued innovation and

transformation of existing businesses, while

investing to fuel the next wave of growth.

DIVIDEND NUMBER 88

(all figures in South African cents)

The board recommends that the annual gross

dividend be increased by 12% to 580 cents

(previously 520 cents) per listed N ordinary share,

and 116 cents (previously 104 cents) per unlisted

A ordinary share. If confirmed by shareholders at

the annual general meeting on Friday 25 August

2017, dividends will be payable to shareholders

recorded in the books on Friday 15 September 2017

and paid on Monday 18 September 2017. The last

date to trade cum dividend will be on Tuesday

12 September 2017 (shares trade ex dividend from

Wednesday 13 September 2017). Share certificates

may not be dematerialised or rematerialised

between Wednesday 13 September 2017 and

Friday 15 September 2017, both dates inclusive.

The dividend will be declared from income

reserves. It will be subject to the dividend tax rate

of 20% (previously 15%), yielding a net dividend

of 464 cents per listed N ordinary share and 93

cents per unlisted A ordinary share to those

shareholders not exempt from paying dividend tax.

Dividend tax will be 116 cents per listed N ordinary

share and 23 cents per unlisted A ordinary share.

The issued ordinary share capital as at 23 June

2017 was 438 265 253 N ordinary shares and 907

128 A ordinary shares. The company's income tax

reference number is 9550138714.

DIRECTORATE

Emilie Choi was appointed as an independent

non-executive director from 21 April 2017.

Her experience includes consumer internet, media,

software-as-a-service (SaaS) as well as mergers

and acquisitions. She is vice president and head

of corporate development at LinkedIn and holds

an MBA from the University of Pennsylvania and a

BA in economics from Johns Hopkins University.

PREPARATION OF THE SUMMARISED

CONSOLIDATED FINANCIAL RESULTS

The preparation of the summarised consolidated

financial results was supervised by the group's

financial director, Basil Sgourdos CA(SA). These

results were made public on 23 June 2017.

On behalf of the board

Cape Town

23 June 2017

Summarised consolidated income statement

for the year ended 31 March

Summarised consolidated statement of comprehensive income

for the year ended 31 March

Notes

(1) These components of other comprehensive income may subsequently be reclassified to profit or loss except for gains

of US$292m (2016: US$387m) included in the "Share of other comprehensive income and reserves of equity-accounted

investments".

(2) The movement on the foreign currency translation reserve for the year relates primarily to the effects of foreign

exchange rate fluctuations related to the group's net investments in its foreign operations.

Summarised consolidated statement of changes in equity

for the year ended 31 March

Summarised consolidated statement of financial position

as at 31 March

Summarised consolidated statement of cash flows

for the year ended 31 March

Segmental review

for the year ended 31 March

Note

(1) EBITDA refers to earnings before interest, taxation, depreciation and amortisation.

Reconciliation of trading (loss)/profit to operating loss

for the year ended 31 March

Note

For a reconciliation of operating loss to profit before taxation, refer to the summarised consolidated income statement.

Notes to the summarised consolidated financial results

for the year ended 31 March

1. General information

Naspers Limited (Naspers) is a global internet and entertainment group and one of the largest technology investors in

the world. Founded in 1915, we now operate in more than 120 countries and markets with long-term growth potential.

Naspers builds leading companies that empower people and enrich communities. It runs some of the world's leading

platforms in internet, video entertainment and media.

2. Basis of presentation and accounting policies

The summarised consolidated financial results for the year ended 31 March 2017 are prepared in accordance

with the JSE Limited's (JSE) Listings Requirements (the Listings Requirements) relevant to summarised financial

statements and the provisions of the 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 Financial Pronouncements as issued by the Financial Reporting Standards

Council, and to also, as a minimum, contain the information required by IAS 34 Interim Financial Reporting. The

summarised consolidated financial results do not include all the disclosures required for complete annual financial

statements prepared in accordance with IFRS as issued by the International Accounting Standards Board (IASB).

The accounting policies applied in the preparation of the consolidated annual financial statements, from which

the summarised consolidated financial results were derived, are consistent with those applied in the previous

consolidated annual financial statements.

The group has adopted all new and amended accounting pronouncements issued by the IASB that are effective for

financial years commencing 1 April 2016. None of the new or amended accounting pronouncements that are effective

for the financial year commencing 1 April 2016 had a material impact on the group.

The group's reportable segments reflect the components of the group that are regularly reviewed by the chief

executive officer and other senior executives who make strategic decisions. The group proportionately consolidates

its share of the results of its associates and joint ventures in its reportable segments.

Trading profit excludes amortisation of intangible assets (other than software), equity-settled share-based payment

expenses relating to transactions to be settled through the issuance of treasury shares, 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 it is a useful measure 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.

3. Independent audit

The summarised consolidated financial results have been audited by the company's auditor, PricewaterhouseCoopers

Inc. (PwC). The individual auditor assigned to perform the audit is Brendan Deegan. PwC's unqualified audit reports

on the consolidated annual financial statements and summarised consolidated financial results are available

for inspection at the registered office of the company. The auditor's report does not necessarily cover all the

information contained in the summarised financial results. 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 consolidated annual financial statements from the registered office of the company. These documents will be

available from the company's registered office from 23 June 2017. The consolidated annual financial statements,

together with the integrated annual report, will be available on www.naspers.com on or about 21 July 2017.

4. Headline and core headline earnings

The diluted earnings, headline earnings and core headline earnings per share figures presented on the face of

the income statement include a decrease of US$24m (2016: US$20m) relating to the future dilutive impact of

potential ordinary shares issued by equity-accounted investees.

5. Interest (paid)/received

6. Equity-accounted results

The group's equity-accounted investments contributed to the summarised consolidated financial results as follows:

The group applies an appropriate lag period in reporting the results of equity-accounted investments where the year-

ends of investees are not coterminous with that of Naspers Limited.

7. Profit before taxation

In addition to the items already detailed, profit before taxation has been determined after taking into account,

inter alia, the following:

Note

(1)Net realisable value writedowns relate primarily to set-top box subsidies in the video entertainment segment.

8. Goodwill

Goodwill is subject to an annual impairment assessment. Movements in the group's goodwill for the year are detailed

below:

9. Investments and loans

The following relates to the group's investments and loans as at the end of the reporting period:

10. Commitments and contingent liabilities

Commitments relate to amounts for which the group has contracted, but that have not yet been recognised as

obligations in the statement of financial position.

The group operates a number of businesses in jurisdictions where taxes are payable on certain transactions or

payments. The group continues to seek relevant advice and works with its advisers to identify and quantify such tax

exposures. Our current assessment of possible withholding and other tax exposures, including interest and potential

penalties, amounts to approximately US$256.7m (2016: US$216.8m). No provision has been made as at 31 March 2017

and 2016 for these possible exposures.

11. Disposal groups classified as held for sale

Following the announcement of the unbundling of the majority of the group's interest in its subsidiary Novus Holdings

Limited (Novus), operating in the print industry in South Africa, the group classified the assets and liabilities of

Novus as held for sale at 31 March 2017. The unbundling is subject to finalisation in accordance with regulatory

requirements. Novus forms part of the media segment.

In March 2017 the group signed an agreement to dispose of its joint venture Souq Group Limited (Souq) and

accordingly classified the investment as held for sale. Souq forms part of the ecommerce segment. Refer to note 15

regarding the conclusion of the group's disposal of Souq after year-end.

The assets and liabilities of various other smaller units were also classified as held for sale during the year.

The disposal of these units is subject to regulatory and other approvals.

The group concluded the disposals of its subsidiaries, Heureka and Netretail, following the receipt of regulatory

approval during May and July 2016, respectively. These businesses were classified as held for sale as at 31 March 2016.

The group also concluded the disposal of its subsidiary INET BFA in November 2016. This business was classified as

held for sale as at 30 September 2016. Refer to note 12 for further details.

The carrying values of the assets and liabilities of all disposal groups classified as held for sale as at 31 March 2017

are detailed below:

The group recognised a loss of US$1.6m (2016: US$87.7m) as part of "Other (losses)/gains - net" in the income

statement on remeasuring the net assets of businesses classified as held for sale to their fair value less costs

of disposal during the year. The fair value of the businesses was determined based on third-party sales prices.

This represents a level 3 fair-value measurement.

12. Business combinations, other acquisitions and disposals

In November 2016, the group acquired a 100% interest in Citrus Pay, a leading Indian payments technology player,

to expand the payments business' Indian footprint. Citrus Pay forms part of the Indian operations of PayU,

the group's global online-payment service provider. The transaction was accounted for as a business combination.

The total purchase consideration amounted to US$112m. In addition, an employment-linked prepayment of US$18m

was recognised as a transaction separate from the business combination. This amount will be expensed in the

income statement over the service period. The purchase price allocation: net debt US$1m; net working capital

US$2m; intangible assets US$15m; deferred tax liability US$5m and the balance of US$105m to goodwill. The main

classes of intangible assets recognised in the business combination were trademarks, customer bases and

technology.

As part of its strategy to consolidate the growing US online classifieds market, the US operations of Wallapop S.L.

(Wallapop) were absorbed into the group's letgo business during July 2016. As consideration for the contribution of

Wallapop's business and cash of US$45m, Wallapop was issued with a 45% interest in a newly formed entity in the

US, with the group holding the remaining 55% interest. The transaction was accounted for as a business combination.

The total deemed purchase consideration amounted to US$126m, representing the fair value of the equity interest

issued to Wallapop. Given the early-stage nature of the business model, the transaction gave rise to the recognition of

goodwill of US$126m. A non-controlling interest of US$45m was recognised following the business combination.

The main factor contributing to the goodwill recognised in these acquisitions is the acquiree's market presence.

The goodwill that arose is not expected to be deductible for income tax purposes. Total acquisition-related costs

of US$2m were recorded in "Gains on acquisitions and disposals" in the income statement regarding the above

acquisitions.

Since the acquisition dates of the above transactions, revenue of US$8m and net losses of US$182m have been

included in the income statement relating to the acquired businesses. Had the revenue and net results of the acquired

businesses been included from 1 April 2016, group revenue and net profit would have amounted to US$6.11bn and

US$2.80bn respectively.

The following relates to the group's investments in its equity-accounted investees:

The group made its first investment targeting the education technology market by investing US$13m (23.6% fully

diluted interest) in Brainly (May 2016), a social learning network. The group also invested US$70m (10.6% fully diluted

interest) in Udemy (June and October 2016), an online education marketplace with over 7m students enrolled, and

US$22m (19.2% fully diluted interest) in Codecademy (June 2016), a leading global platform focused on online coding

education. The group accounts for these interests as investments in associates.

In January 2017 the group merged its Indian online travel business, ibibo, with Nasdaq-listed MakeMyTrip Limited,

in exchange for a 40% fully diluted interest in MakeMyTrip Limited. A gain on disposal of US$228m was recognised

in "Gains on acquisitions and disposals" in the income statement following the transaction. The group accounts for

its interest as an investment in an associate.

The following relates to significant disposals by the group during the reporting period:

In May 2016 the group disposed of its Czech online comparison-shopping platform, Heureka, for a cash consideration

of US$67m, following the receipt of regulatory approval. A gain on disposal of US$61m was recognised in "Gains on

acquisitions and disposals" in the income statement following the transaction.

During July 2016 the group disposed of its Czech online retail and ecommerce platform Netretail for a cash

consideration of US$102m. A loss on disposal of US$28m has been recognised in "Gains on acquisitions and

disposals" in the income statement.

During January 2017, following the receipt of regulatory approval, the group concluded the disposal of Allegro pl and

Ceneo.pl, the leading online marketplace and price comparison businesses in Poland for net proceeds of US$3.21bn.

A gain on disposal of US$1.94bn was recognised in "Gains on acquisitions and disposals" in the income statement

following the transaction.

Investments acquired and funding rounds participated in, were funded through the utilisation of existing credit

facilities and proceeds received from disposals during the reporting period.

13. Financial instruments

The fair values of the group's financial instruments that are measured at fair value at each reporting period are

categorised as follows:

There have been no transfers between levels 1 or 2 during the reporting period, nor were there any significant

changes to the valuation techniques and inputs used in measuring fair value.

Currency devaluation features relate to clauses in content acquisition agreements that provide the group with

protection against significant currency devaluations. The fair value of currency devaluation features is measured

through the use of discounted cash flow techniques.

The fair value of shareholders' liabilities is determined using a discounted cash flow model. Business-specific

adjusted discount rates are applied to estimated future cash flows.

For earn-out obligations, current forecasts of the extent to which management believes performance criteria will

be met, discount rates reflecting the time value of money and contractually specified earn-out payments are used.

Changes in these assumptions could affect the reported fair value of these financial instruments. The fair value of

level 2 financial instruments is determined with the use of exchange rates quoted in active markets and interest rate

extracts from observable yield curves.

Financial instruments for which fair value is disclosed:

Note

(1) Includes financial liabilities classified as held for sale.

The fair values of the capitalised finance leases have been determined through discounted cash flow analysis.

The fair values of the publicly traded bonds have been determined with reference to the listed prices of the

instruments as at the end of the reporting period.

14. Related party transactions and balances

The group entered into various related party transactions in the ordinary course of business. There have been no

significant changes in related party transactions and balances since the previous reporting period.

15. Events after the reporting period

In April 2017 the group signed an agreement to acquire a controlling stake in its associate Takealot Online

(RF) Proprietary Limited (Takealot) for approximately R960m (US$73m). Following the investment, the group will

consolidate Takealot as a subsidiary and will hold a fully diluted interest of 53.6%. The transaction is subject to

regulatory approval.

The group invested US$71m for an additional interest in its associate Flipkart Limited (Flipkart) in April 2017.

The additional interest was acquired from existing shareholders of Flipkart. Following the investment, the group holds

a 16% interest in Flipkart on a fully diluted basis.

The group invested an additional US$132m in its associate MakeMyTrip Limited (MakeMyTrip), during May 2017, as

part of an equity funding round. Following the investment, the group holds a 40% interest in MakeMyTrip on a fully

diluted basis.

In May 2017 the group invested EUR387m (approximately US$434m) for a 10% fully diluted interest in Delivery Hero

GmbH, an online food-ordering and delivery marketplace business operating in over 40 countries globally.

During May 2017 the group committed to an investment of EUR110m (approximately US$120m) in Kreditech Holding

SSL GmbH (Kreditech), a provider of consumer lending and financial services. The investment is a combination of

subscriptions for new shares and purchases of shares from existing shareholders in an aggregate amount of EUR90m

and convertible loans of EUR20m to be advanced in future. The investment is part of the group's credit services strategy,

which will continue to establish it as a leading fintech provider in high-growth markets. Following the completion of

the investment (excluding the convertible loans), the group will hold a 37.6% interest in Kreditech.

The group concluded the disposal of its investment in Souq Group Limited in May 2017. The proceeds on the disposal

amounted to US$173m.

In June 2017 the group invested INR3.9bn (approximately US$60m) in Bundl Technologies Private Limited (Swiggy),

the operator of a first-party food delivery marketplace in India. Following the investment, the group holds a 14.8%

interest in Swiggy on a fully diluted basis.

16. Pro forma financial information

The group has presented certain revenue and trading profit metrics in local currency, excluding the effects of

changes in the composition of the group (the pro forma financial information) in the following tables. The pro

forma financial information is the responsibility of the board of directors (the board) of Naspers Limited and is

presented for illustrative purposes. Information presented on a pro forma basis has been extracted from the group's

management accounts with the quality of which the board is satisfied.

Shareholders are advised that, due to the nature of the pro forma financial information and the fact that it has been

extracted from the group's management accounts, it may not fairly present the group's financial position, changes in

equity, results of operations or cash flows.

The pro forma financial information has been prepared to illustrate the impact of changes in foreign exchange

rates and changes in the composition of the group on its results for the period ended 31 March 2017. The following

methodology was applied in calculating the pro forma financial information:

1. Foreign exchange/constant currency adjustments have been calculated by adjusting the current period's

results to the prior period's average foreign exchange rates, determined as the average of the monthly exchange

rates for that period. The local currency financial information quoted is calculated as the constant currency

results, arrived at using the methodology outlined above, compared to the prior period's actual IFRS results.

The relevant average exchange rates (relative to the US dollar) used for the group's most significant functional

currencies, were South African rand (2017: 0.0713; 2016: 0.0721); Polish zloty (2017: 0.2516; 2016: 0.2604); Russian

rouble (2017: 0.0159; 2016: 0.0156); Chinese yuan renminbi (2017: 0.1483; 2016: 0.1572); Indian rupee (2017: 0.0149;

2016: 0.0152); Brazilian real (2017: 0.3061; 2016: 0.2753); and Nigerian naira (2017: 0.0035; 2016: 0.0050).

2. Adjustments made for changes in the composition of the group relate to acquisitions and disposals of

subsidiaries and equity-accounted investments, as well as to changes in the group's shareholding in its equity-

accounted investments. The following significant changes in the composition of the group during the respective

reporting periods have been adjusted for in arriving at the pro forma financial information:

The net adjustment made for all acquisitions and disposals that took place during the year ended 31 March 2017

amounted to a negative adjustment of US$309m on revenue and a negative adjustment of US$45m on trading profit.

An assurance report issued in respect of the pro forma financial information by the group's external auditor, is

available at the registered office of the company.

The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving at the pro forma financial

information are presented in the table below:

Core headline earnings, calculated in local currency terms, amounted to US$2.01bn.

Notes

(1) All figures are presented on an economic interest basis unless otherwise indicated.

(2) A + B + C + D + E.

(3) [E/(A+B)] x 100.

(4) [(F/A)-1)] x 100.

(5) Development spend is not an IFRS measure and accordingly does not have a corresponding IFRS equivalent and

therefore has been excluded from the assurance report issued by the group's external auditor.

Independent auditor's report

on the summary consolidated financial statements

TO THE SHAREHOLDERS OF NASPERS LIMITED

Opinion

The summary consolidated financial statements of Naspers Limited, contained in the accompanying provisional report,

which comprise the summary consolidated statement of financial position as at 31 March 2017, the summary consolidated

statements of comprehensive income, changes in equity and cash flows for the year then ended, and related notes, are

derived from the audited consolidated financial statements of Naspers Limited for the year ended 31 March 2017.

In our opinion, the accompanying summary consolidated financial statements are consistent, in all material respects,

with the audited consolidated financial statements, in accordance with the requirements of the JSE Limited Listings

Requirements for provisional reports, as set out in note 2 to the summary consolidated financial statements, and the

requirements of the Companies Act of South Africa as applicable to summary financial statements.

Summary consolidated financial statements

The summary consolidated financial statements do not contain all the disclosures required by International Financial

Reporting Standards and the requirements of the Companies Act of South Africa as applicable to annual financial

statements. Reading the summary consolidated financial statements and the auditor's report thereon, therefore, is not a

substitute for reading the audited consolidated financial statements and the auditor's report thereon.

The audited consolidated financial statements and our report thereon

We expressed an unmodified audit opinion on the audited consolidated financial statements in our report dated

23 June 2017. That report also includes communication of key audit matters. Key audit matters are those matters that, in

our professional judgement, were of most significance in our audit of the consolidated financial statements of the current

period.

Director's responsibility for the summary consolidated financial statements

The directors are responsible for the preparation of the summary consolidated financial statements in accordance with

the requirements of the JSE Limited Listings Requirements for provisional reports, set out in note 2 to the summary

consolidated financial statements, and the requirements of the Companies Act of South Africa as applicable to summary

financial statements.

Auditor's responsibility

Our responsibility is to express an opinion on whether the summary consolidated financial statements are consistent, in

all material respects, with the audited consolidated financial statements based on our procedures, which were conducted

in accordance with International Standard on Auditing (ISA) 810 (Revised), Engagements to Report on Summary Financial

Statements

PricewaterhouseCoopers Inc.

Director: Brendan Deegan

Registered Auditor

Cape Town

23 June 2017

Administration and corporate information

Naspers Limited

Incorporated in the Republic of South Africa

(Registration number 1925/001431/06)

(Naspers)

JSE share code: NPN ISIN: ZAE000015889

LSE share code: NPSNISIN: US 6315121003

Directors

J P Bekker (chair), B van Dijk (chief executive), E Choi, H J du Toit, C L Enenstein, D G Eriksson, R C C Jafta,

F L N Letele, G Liu, D Meyer, R Oliveira de Lima, S J Z Pacak, T M F Phaswana, V Sgourdos, M R Sorour, J D T Stofberg,

B J van der Ross

Company secretary

G Kisbey-Green

Registered office

40 Heerengracht, Cape Town 8001, South Africa

(PO Box 2271, Cape Town 8000, South Africa)

NASPERS LIMITED

+27 (0)21 406 2121

40 Heerengracht

Cape Town 8001

www.naspers.com

Transfer secretaries

Link Market Services South Africa Proprietary Limited

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

(PO Box 4844, Johannesburg 2000, South Africa)

Sponsor

Investec Bank Limited

ADR programme

Bank of New York Mellon maintains a GlobalBuyDIRECTSM plan for Naspers Limited. For additional information, please

visit 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: Bank of New York Mellon, Shareholder Relations Department - GlobalBuyDIRECTSM, Church

Street Station, PO Box 11258, New York, NY 10286-1258, USA.

Important information

This 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.