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

CONDENSED CONSOLIDATED INTERIM REPORT

for the six months ended 30 September 2015

Naspers continues to make progress in building consumer destinations and platforms in fast-growing markets. These interim results, in the aggregate, are in line with the board's expectations. Currency has had a material impact and, where possible, meaningful currency effects have been isolated in this commentary.

Driven by growth in the ecommerce segment, revenue measured on an economic interest basis grew 24% to R74,3bn, while in US dollar terms, revenue grew 5% to US$5,9bn. On an organic basis, excluding the effects of foreign exchange and acquisitions, revenue grew by 20%. Core headline earnings increased 45% to R8,8bn, with Tencent and the South African video-entertainment business being the main contributors. In US dollar terms, core headline earnings were up 22% to US$693m.

In ecommerce, the marketplace and established classifieds businesses also delivered year- on-year earnings growth. These earnings improvements were partly offset by increased development spend of R5,1bn, measured on an economic interest basis - a 17% year-on-year increase.

The classifieds business has made solid progress, outpacing competition. Naspers further strengthened its position in classifieds with the recently announced transaction, subject to regulatory approval, to take a controlling stake in Avito in Russia. The etail, marketplace and travel businesses continue to make progress and are widening the gap in operating metrics relative to competitors.

The digital terrestrial television (DTT) business and the South African video-entertainment group continue to deliver customer growth and improved financials. The direct-to-home (DTH) business in sub-Saharan Africa faced headwinds, mainly from a challenging macroeconomic environment and currency weakness. In August we launched ShowMax, a subscription video-on-demand (SVOD) service in South Africa.

Media24 has returned to a modest trading profit growth. The impact of sectoral declines in its traditional print and media revenues is being offset by growth in its online and ecommerce initiatives.

The following financial commentary and segmental review have been prepared on an economic interest basis, including consolidated subsidiaries and a proportionate consolidation of associated companies and joint ventures. Where relevant throughout this report, amounts and percentages have been adjusted for the effects of foreign currency and acquisitions and disposals. Such adjusted items (pro forma financial information) are quoted in brackets after the equivalent metrics reported under International Financial Reporting Standards (IFRS). A reconciliation of the pro forma financial information to the equivalent IFRS metrics is provided in note 16 of this condensed consolidated interim report.

COMMENTARY

FINANCIAL REVIEW

Consolidated revenues of R37,8bn grew by 10% (10%), driven by good growth in our ecommerce segment. In US dollar terms, consolidated revenues were US$3,0bn - a decrease of 7% (increase of 10%) compared to the prior year, caused by currency.

Revenue growth remained strong with the internet segment, which grew 33% (28%), outpacing growth in other segments. Internet revenues now account for 64% of group revenues, up from 60% a year ago. Businesses outside South Africa now contribute 75% of revenues, up from 71% a year ago.

Consolidated development spend declined by 13% (20%) year on year and by 32% compared to the second half of 2015. Reduced development spend in the classifieds and DTT businesses was offset by investments in new areas, notably ShowMax, mobile-only classifieds (Letgo) and travel in India.

Trading profit grew 34% (19%) to R15,3bn on the back of solid earnings contributions from Tencent, South African video entertainment and the Allegro marketplace.

The group's share of the results of equity-accounted investments, mainly Tencent and Mail.ru, was R8,0bn for the period, and includes non-recurring gains of R1,5bn relating primarily to once-off gains recognised by Tencent on changes in its shareholding in certain associates. Tencent's performance was driven by improved advertising and mobile platform monetisation. Mail.ru contributed R296m to core headline earnings.

Ecommerce trading losses increased by 55% (46%) year on year, mainly due to costs incurred by our etail equity-accounted investments to scale their businesses. The classifieds segment delivered lower losses, partly due to benefits from the transaction concluded with Schibsted in January 2015, but also steady progress towards monetisation and improved profitability by classifieds businesses already at scale. The marketplace business grew its trading profits.

The video-entertainment segment saw more or less the same trading profit. In South Africa steady growth was recorded, while results in sub-Saharan Africa were impacted by weakening currencies. A number of initiatives have been implemented to deal with rising input costs.

An impairment loss of R1,9bn has been recognised during the period for the group's investment in its Latin American online comparison shopping (OCS) business, Buscapé. This has been recognised as part of "Other gains/(losses) - net" in the condensed consolidated income statement. Adverse economic developments, combined with pressure on OCS's share of ecommerce, led us to revise future expectations resulting in an impairment. The OLX, PayU and Movile investments in Latin America are performing well.

The consolidated net interest expense on borrowings rose 46% to R1,2bn, primarily as a result of the foreign exchange effects of a weakened rand, use of credit facilities to fund growth and the US$1,2bn bond issued in July 2015. Net gearing, measured on a consolidated basis, remained low at 32%.

Consolidated free cash inflow for the period was R1,3bn (2014: outflow of R428m) largely due to a substantial drop in capital expenditure in the video-entertainment segment having built the significant part of the DTT network in prior years, and increased dividend income from equity-accounted investments.

We announced a transaction on 23 October 2015 to increase our stake in Avito from 17,4% to 67,9% for cash of US$1,2bn. At the time we noted that the transaction would not materially increase our existing debt profile in the medium term. We are considering a capital raise of up to US$2,5bn that, including the Avito acquisition, will enhance financial flexibility over the next few years to invest in attractive growth opportunities. Any capital raise is expected to be within existing shareholder authorities.

Naspers has an obligation in terms of its memorandum of incorporation (MOI) to maintain its control structure. The voting percentage of the control structure companies, Naspers Beleggings (RF) Beperk and Keeromstraat 30 Beleggings (RF) Beperk, is close to falling below 50% as a result of the issue of Naspers N ordinary shares. The board therefore approved a capitalisation award of 194 607 A ordinary shares to A ordinary shareholders to be implemented on 26 November 2015. The effect of the capitalisation issue is to increase the voting percentage of the control structure companies to 54,68%, and restore the voting percentage of the A ordinary shareholders to 68,38% - the percentage it was when the new MOI of Naspers Limited was adopted in August 2012.

Forecasts included in this condensed consolidated interim report have not been reviewed or reported on by the company's external auditor.

SEGMENTAL REVIEW

Internet

The internet segment delivered revenues of R47,7bn, an increase of 33% (28%) year on year. Trading profit was R10,2bn - a 57% (33%) year-on-year increase on the back of a strong Tencent performance.

Tencent

Tencent's excellent leadership team entrenched its position across its social, online games and media platforms to remain well positioned in an expanding internet ecosystem in China. Revenues were RMB45,8bn for the period, up 20% year on year.

Online advertising revenue, especially in the performance-based and online video segments, grew rapidly and benefited from an expanded advertising inventory and advertiser base. Tencent is encouraging improved content on its media platforms by sharing advertising revenues with content developers, leading to enhanced user engagement in its ecosystem.

Tencent delivered growth in its mobile payment solutions by leveraging a wider base of users who have bundled their bank cards with Mobile QQ Wallet and/or Weixin Payments. A growing number of partner companies are adopting Tencent's mobile payment solutions which is improving the convenience of these services. Investment in new online-to-offline services continued, albeit in a fiercely competitive environment where a large number of well-funded newcomers seek to establish a footprint.

The mobile subscriber base for premium reading, music and video services has continued to grow with increasing smartphone penetration in China. Tencent has made progress across its portfolio of mobile utilities, with its mobile security solution, browser and app store developing well.

Tencent has continued to build strategic partnerships by investing in several verticals, including film and online media, and a number of offline-to-online ventures.

Mail.ru

Mail.ru's growth was affected by the macroeconomic environment in Russia and the weak rouble. Despite these challenges, Mail.ru achieved revenue growth of 7% year on year to RUB18,3bn, with improved growth in targeted and mobile advertising revenues. Revenues from online games grew and new game launches are planned in the second half of this year. The integration of VK.com, the leading social network in Russia, is on track and the team continues to execute well.

Ecommerce

Over the review period, the ecommerce segment grew revenue by 26% (27%) to R15,3bn. Continued investments to drive growth and innovation, develop new markets and deliver superior customer experiences resulted in a trading loss of R3,8bn, with development spend of R4,3bn.

Classifieds delivered a strong performance with revenue growth of 36% (43%) year on year. On the back of joint-venture agreements with Schibsted, the classifieds joint-venture businesses are reporting steady revenue growth. Key performance indicators in most of the businesses are trending ahead of expectations.

Our recently announced step-up to acquire a controlling stake (67,9%) in Avito, the leading online classifieds platform in Russia - one of the world's largest classifieds markets - will further solidify Naspers's position as a global leader in classifieds.

The classifieds platforms have very strong mobile positions, with listings from mobile reaching as much as 80% in certain markets. We are experimenting with new formats to expand the classifieds segment's geographic footprint and strengthen the existing business. In September 2015 we committed to a US$100m investment in the mobile-only classifieds platform Letgo. It is intended to leverage the Letgo platform to expand into markets that do not have a strong mobile classifieds incumbent.

Powered by Flipkart in India, Souq in the Middle East and North Africa, and eMag in Central and Eastern Europe (CEE), etail continues to fuel growth in the ecommerce segment. The etail business delivered 39% (35%) revenue growth, despite aggressive competition in many of these markets. We continue to expand selectively and in July 2015 we invested in Avenida in Argentina.

In CEE the consumer offering was consolidated through eMag's platform. As a consequence, the group's 79% stake in Netretail, as well as in Heureka, the wholly owned OCS business in the region, were sold for US$201m, subject to regulatory approval. Additionally, to streamline operations and support further growth, we plan to merge Fashion Days into eMag in several CEE countries.

Marketplaces continue to deliver growth, margins and cash flows. The focus remains on improving the mobile experience, expanding the selection of products and services, and extending consumer reach. We will begin experimenting with first-party sales (owning inventory) in the second half of the financial year in Poland. In September 2015 the sale of the Swiss marketplace business - Ricardo group - was concluded for CHF240m.

The payments business is making progress in terms of growth, innovation and operational improvements and reported revenue growth of 17% (21%) year on year. The operations in CEE and Brazil were restructured, contributing to healthy topline organic growth and margin improvement in these geographies. Payments is a competitive market, with the number of disruptions to legacy payment systems accelerating. We continue to explore emerging formats and in June 2015 acquired a minority stake in an early-stage crypto-currency (eg BitCoin) business, BitX.

In India, ibibo continues to improve its competitive position in its core air-ticketing and hotel-bookings business. The air-ticketing business is approaching breakeven. On the back of encouraging early traction, ibibo is accelerating its investment in its hotel-booking platform. RedBus, its bus-ticketing business, remains the clear market leader. The travel business grew revenue by 61% (44%) over the reporting period.

Movile is a leading mobile services platform in Latin America. It continues to scale its online food-delivery business, iFood, in Brazil. Movile has also made some promising investments in a number of offline-to-online platforms in Brazil and across Latin America.

Video entertainment

The segment reported revenues of R22,6bn - an increase of 12% (9%) over the prior year. Trading profit was constant at R5,0bn compared to the prior year due to the group's investment in ShowMax, weakening economies and currencies, and sizeable foreign input costs in sub- Saharan Africa. Development spend was R644m, up marginally year on year, as the decrease in spend following the completion of the DTT rollout is offset by investments to scale ShowMax.

The DTT business recorded good growth, adding 172 600 customers. However, this growth was offset by a decline in the DTH business of 164 300 customers, largely in sub-Saharan Africa. The total customer base closed at 10,2m at 30 September 2015.

Economies in sub-Saharan Africa have been severely impacted by currency devaluations and a weaker macroeconomic climate.

DTT subscribers across Africa were 2,4m. Analogue switchoffs (ASOs - the process of migrating terrestrial television broadcasting from an analogue to a digital format), have taken place in Kenya, Namibia and certain cities in Uganda and Malawi. Despite delays in other countries, further switchoffs are expected over the next 18 to 24 months in key markets such as Nigeria. While strong decoder sales continue in both pre-ASO and post-ASO markets, there has been a distinct reduction in churn in markets where ASO has taken place. We will continue to invest and focus on retention in markets where ASOs have occurred. Development costs are expected to decline further as the business scales.

ShowMax is an SVOD service available to consumers on all connected devices. It has a strong local and international content library with over 10 000 hours of content - more than any of its local peers.

The focus remains on providing the best quality entertainment while managing costs, improving customer service, driving retention and growing average revenues per user through value-added services such as BoxOffice. Our DStv Catch Up product has been enhanced by the introduction of recommendations and 'pull' video-on-demand (VOD) to the set-top box, which allows DStv Premium subscribers with internet-connected personal video recorders (PVRs) to access a much larger catalogue of content. Connecting the PVR to the internet is a key part of our strategy and we have seen satisfying levels of uptake. The 'TV everywhere' product, DStv Now, has recorded pleasing levels of uptake across all platforms. This service has been enhanced by adding more sport, movie and kids channels.

PVR penetration has increased to 19,8% of South African customers and 9,7% of customers in the rest of Africa. As churn is more than 50% lower for PVR customers, growth of this base will have a positive financial impact.

Management continues to engage with regulators across the continent, with a number of regulatory reviews pending in various

markets.

Print media

Media24 continues to face sectoral headwinds in its traditional offline print and media business, but is addressing costs. Revenues of R4,0bn are marginally up year on year as the decline in the offline businesses is offset by growth in online services, ecommerce and Novus, the commercial print business listed on the JSE. Reduced costs resulted in trading profit of R202m. Development spend to build online initiatives was R142m.

PREPARATION OF THE CONDENSED

CONSOLIDATED INTERIM REPORT

The preparation of the condensed consolidated interim report was supervised by the financial director, Basil Sgourdos CA(SA). These results were made public on 27 November 2015.

On behalf of the board

Cape Town

27 November 2015

SEGMENTAL REVIEW

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

(2) The group's segmental review includes the results of its equity-accounted investments on a proportionate consolidation basis in line with internal reporting to the chief operating decisionmaker (CODM). During the six months ended 30 September 2015, the CODM ceased reviewing the results of the group's associate Abril S.A. ("Abril") for performance evaluation purposes as the group no longer participates in the management of Abril, the group's investment in Abril has been fully impaired and, accordingly, the group no longer recognises its share of the losses of Abril in accordance with the equity method. IFRS 8 "Operating Segments" requires segmental reporting to reflect the measures reported to the CODM for purposes of making decisions regarding the allocation of resources and for performance evaluation. Accordingly, the results of Abril have been excluded from the segmental review for the six months ended 30 September 2015. To ensure comparability and in line with the requirements of IFRS 8 paragraph 29, the print-media segment's results for comparative periods have been restated to exclude the results of Abril. The six-month period ended 30 September 2014 presented for the print-media segment previously included revenue of R2,0bn (31 March 2015: R3,8bn), positive EBITDA of R13m (31 March 2015: R253m) and a trading loss of R82m (31 March 2015: trading profit of R81m) relating to Abril.

RECONCILIATION OF TRADING PROFIT TO OPERATING PROFIT

Note: For a reconciliation of operating profit to profit before taxation, refer to the condensed consolidated income statement.

CONDENSED CONSOLIDATED INCOME STATEMENT

* Remeasurements refer to business combination-related gains and losses and disposals of investments.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(1) These components of other comprehensive income may subsequently be reclassified to profit or loss except for gains of R728m (2014: R611m and 31 March 2015: R1,2bn) included in the "Share of other comprehensive income and reserves of equity-accounted investments" as well as losses of R1m (2014: Rnil and 31 March 2015: R25m) included in "Net fair-value gains/(losses)" relating to remeasurements on the group's post-employment benefit plans.

(2) The movement on the foreign currency translation reserve relates primarily to the effects of foreign exchange rate fluctuations related to the translation of the group's investments in its foreign operations.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

NOTES TO THE CONDENSED CONSOLIDATED INTERIM REPORT

1. General information

Principal activities of Naspers and its operating subsidiaries, joint ventures and associated companies (collectively "the group") are the operation of internet and media platforms. Our principal operations are in ecommerce and other internet services, video- entertainment services and print media.

2. Basis of presentation and accounting policies

The condensed consolidated interim report for the six months ended 30 September 2015 is prepared in accordance with International Financial Reporting Standards (IFRS) IAS 34 "Interim Financial Reporting", the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, and Financial Pronouncements as issued by the Financial Reporting Standards Council as well as the requirements of the Companies Act of South Africa and the Johannesburg Stock Exchange Listings Requirements.

The condensed consolidated interim report does 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 used in preparing the condensed consolidated interim report are consistent with those applied in the previous 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 2015. None of the new or amended accounting pronouncements that are effective for the financial year commencing 1 April 2015 are expected to have a material impact on the group.

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. Review by the independent auditor

This condensed consolidated interim report has been reviewed by the company's auditor, PricewaterhouseCoopers Inc., whose unqualified report appears at the end of the condensed consolidated interim report.

4. Calculation of 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 R106m (2014: Rnil and 31 March 2015: R220m) relating to the future dilutive impact of potential ordinary shares issued by equity-accounted investees.

5. Interest received/(paid)

6. Equity-accounted results

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

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:

8. Goodwill

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

The impairment loss recognised during the current reporting period relates to the group's investment in its online comparison shopping business Buscapé. Buscapé forms part of the ecommerce segment. The impairment loss has been calculated on a value-in-use basis using a 10-year projected cash flow model, a growth rate of 4% and a discount rate of 20%.

9. Investments and loans

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

10. Commitments

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.

(1) Transponder lease commitments disclosed for the six months ended 30 September 2014 and the year ended 31 March 2015 have been restated to include R3,5bn and R3,8bn, respectively, relating to a transponder lease which only commences during January 2016.

The group operates a number of businesses in jurisdictions where withholding taxes are payable on certain transactions or payments. In some circumstances, transactions could potentially lead to withholding taxes being payable. Our current assessment of possible withholding tax exposures, including interest and potential penalties, amounts to approximately R3,1bn (31 March 2015: R2,6bn).

11. Disposal groups classified as held for sale

The group classified the assets and liabilities of Netretail, its Czech online retail and ecommerce platform, Heureka, the group's Czech online comparison shopping platform, its content-enabled workflow solutions provider for South African property professionals, Korbitec Proprietary Limited, as well as the assets and liabilities of various other smaller businesses, as held for sale during the period ended 30 September 2015. Significant classes of assets and liabilities, classified as held for sale as at 30 September 2015, are detailed in the table below:

12. Business combinations, other acquisitions and disposals

In May 2015 the group invested R122m in Ambatana Holdings B.V. ("Ambatana"), an entity operating a hyperlocal classifieds marketplace app under the Letgo brand. The investment resulted in Ambatana being accounted for as an associate of the group. A further R693m was invested in Ambatana during September 2015, resulting in the group having a 67,5% interest on a fully diluted basis at the end of the reporting period. The additional investment was accounted for as a business combination with an effective date of 30 September 2015. The total purchase consideration amounted to R808m representing the fair value of the group's previously held equity interest in Ambatana of R473m and the fair value of a call option granted to the former owners of Ambatana amounting to R336m. The cash invested and cash consideration still payable, in aggregate amounting to R693m, remains within the group following the transaction and is accordingly not disclosed as part of the consideration transferred by the group or assets of Ambatana acquired, although it did affect the amount of goodwill recognised in the business combination. A gain of R334m has been recognised in "Gains on acquisitions and disposals" in the income statement on the remeasurement of the group's previously held equity interest in Ambatana to its fair value. The purchase price allocation: property, plant and equipment R4m; intangible assets R231m; cash R7m; other receivables R20m; trade and other payables R39m; deferred tax liability R58m and the balance of R907m to goodwill. The transaction gave rise to the recognition of non- controlling interest of R264m, which has been measured at the non-controlling interest's proportionate share of the identifiable net assets of Ambatana as at the acquisition date. The accounting for this business combination, including the identification of intangible assets and the recognition of goodwill, has not been finalised and is reported provisionally in the condensed consolidated interim report.

Had the revenue and net results of Ambatana been included from 1 April 2015, it would not have had a significant effect on the group' consolidated revenue and net results.

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

During April 2015 the group invested R501m in its joint venture Konga Online Shopping Limited ("Konga"). Following the additional investment, the group continues to exert joint control over Konga with its 50,9% interest on a fully diluted basis.

The group's associate Flipkart Limited ("Flipkart") undertook two funding rounds during April and July 2015 in which the group did not participate. The funding rounds resulted in a dilution of the group's interest in Flipkart and in the recognition of an aggregate net dilution gain of R1,25bn in "Dilution gains/(losses) on equity-accounted investments". Following the dilutions, the group now holds a 14,95% interest in Flipkart on a fully diluted basis.

During May 2015 the group invested R122m in its joint venture Souq Group Limited ("Souq") as part of a funding round. Souq undertook another funding round during July 2015 in which the group did not participate. These funding rounds resulted in a dilution of the group's interest in Souq and in the recognition of an aggregate net dilution gain of R802m in "Dilution gains/(losses) on equity-accounted investments". Following the dilutions, the group now holds a 36,88% interest in Souq on a fully diluted basis. The group invested R277m in its available-for-sale investment Avenida Inc. ("Avenida") during July 2015. The transaction resulted in Avenida becoming an associate and the group now holds a 23,43% interest in Avenida on a fully diluted basis.

The group invested R716m as part of a funding round of its associate Takealot Online (RF) Proprietary Limited ("Takealot") during August 2015. The group now has a 42,2% interest in Takealot on a fully diluted basis.

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

During September 2015 the group disposed of its interest in Ricardo.ch AG following approval of the transaction by regulatory authorities. The proceeds on sale amounted to R3,4bn and a gain of R1,1bn was recognised in "Gains on acquisitions and disposals" in the income statement following the transaction.

The group disposed of its 9,9% interest in its available-for-sale investment Beijing Media Corporation during August 2015 for a cash consideration of R164m. The transaction resulted in the recognition of an aggregate gain on disposal of R148m, which has been recognised in "Gains on acquisitions and disposals" in the income statement.

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. Issue of listed bond

The group issued a 10-year US$1,2bn international bond in July 2015. The bond matures in July 2025 and carries a fixed interest rate of 5,5% per annum. The proceeds will be utilised for general corporate purposes, including the repayment of certain amounts on the group's offshore revolving credit facility and to fund the group's future growth strategy.

14. Financial instruments

The group's activities expose it to a variety of financial risks such as market risk (including currency risk, fair-value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk.

The condensed consolidated interim report does not include all financial risk management information and disclosures required in the annual financial statements and should be read in conjunction with the group's annual financial statements as at 31 March 2015. There have been no material changes in the group's credit, liquidity, market risks or key inputs used in measuring fair value since 31 March 2015.

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

The fair values of level 2 and 3 financial instruments are measured as follows:

- Foreign exchange contracts - market observable quotes of forward foreign exchange rates on instruments that have a similar maturity profile.

- Interest rate swaps - discounted cash flow techniques using only market observable information.

- Shareholders' liabilities - option pricing models and discounted cash flow techniques. Significant inputs include: fair values of underlying shares, strike prices, risk-free interest rates, calculated volatilities and the period to exercise.

- Earn-out obligations - discounted cash flow techniques. Key inputs include: forecasts of the extent to which performance criteria are expected to be met, discount rates and contractually specified earn-out payments.

A reconciliation of the movements in the carrying values of level 3 fair-value measurements is provided below:

The group has assessed that, if one or more of the inputs used in measuring the fair value of shareholders' liabilities and earn- out obligations were changed to a reasonably possible alternative assumption, it would not have a significant impact on these fair-value measurements.

The group discloses the fair values of the following financial instruments as their carrying values are not a reasonable approximation of their fair values:

15. Events after the reporting period

In October 2015 the group entered into an agreement with the existing shareholders of its associate Avito AB ("Avito") for the purchase of an additional 50,5% interest in Avito. The cash purchase consideration amounts to US$1,2bn. The group will obtain control of Avito with its 67,9% interest, on a fully diluted basis, following the transaction. The transaction is subject to regulatory approval.

The group also concluded the sale of its online retail and ecommerce platform Netretail, as well as the sale of its Czech online comparison-shopping platform, Heureka, during October 2015. The assets and liabilities of Netretail and Heureka are presented as held for sale as at 30 September 2015 in this condensed consolidated interim report (refer to note 11).

In terms of the memorandum of incorporation (MOI) of Naspers there is an obligation to maintain the integrity of Naspers's existing control structure constituted by the A ordinary shares and the N ordinary shares in the share capital of the company. The voting percentage of the control structure companies, Naspers Beleggings (RF) Beperk and Keeromstraat 30 Beleggings (RF) Beperk, is close to falling below 50% as a result of the issue of Naspers N ordinary shares. The MOI provides that if the allotment and issue of N ordinary shares affects the existing voting relationship between the A and N shareholders, then there is an obligation on the Naspers board ("the board") to restore the voting relationship by issuing further A ordinary shares to the existing holders of A ordinary shares by way of a capitalisation issue. Pursuant to its obligations under the MOI, the board approved that a capitalisation award of 194 607 A ordinary shares be made on 26 November 2015 on a pro rata basis to existing A ordinary shareholders at their par value of R20,00 per share. The effect of the capitalisation issue is to increase the voting percentage of the control structure companies to 54,68% and restore the voting percentage of the A ordinary shareholders to 68,38%, the percentage it was on 31 August 2012 being the date on which the new MOI of the company was adopted.

16. Pro forma financial information presented in the condensed consolidated interim report

The group has presented certain revenue and trading profit metrics on a constant currency, organic basis ("the pro forma financial information") in the commentary to the condensed consolidated interim report. 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, the quality of which the board is satisfied with.

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 six months ended 30 September 2015. 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 organic pro forma 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 used for the most significant currencies were: US dollar (2015: R12,67; 2014: R10,73), Polish zloty (2015: R3,39; 2014: R3,44), Russian rouble (2015: R0,22; 2014: R0,30), Chinese yuan renminbi (2015: R2,02; 2014: R1,73), Indian rupee (2015: R0,20; 2014: R0,18) and Brazilian real (2015: R3,76; 2014: R4,72).

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 reporting period 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 period amounted to a negative adjustment of R2,1bn on revenue and a positive adjustment of R217m on trading profit.

The review report issued by the group's external auditor and which appears at the end of this condensed consolidated interim report does not extend to the pro forma financial information. 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:

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

(2) 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.

ADMINISTRATION AND CORPORATE INFORMATION

Naspers Limited

Incorporated in the Republic of South Africa

(Registration number 1925/001431/06)

("Naspers")

Directors

J P Bekker (chair), B van Dijk (chief executive), C L Enenstein, D G Eriksson, R C C Jafta, F L N Letele, 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)

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)

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.

Sponsor

Investec Bank Limited

INDEPENDENT AUDITOR'S REVIEW REPORT ON INTERIM FINANCIAL STATEMENTS

To the shareholders of Naspers Limited

We have reviewed the condensed consolidated interim financial statements of Naspers Limited in the companying interim report, which comprise the condensed consolidated statement of financial position as at 30 September 2015 and the related consolidated income statement and condensed consolidated statements of comprehensive income, changes in equity and cash flows for the six-months then ended, and selected explanatory notes.

Directors' responsibility for the interim financial statements

The directors are responsible for the preparation and presentation of these interim financial statements in accordance with the International Financial Reporting Standard, (IAS) 34 Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of interim financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express a conclusion on these interim financial statements. We conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. ISRE 2410 requires us to conclude whether anything has come to our attention that causes us to believe that the interim financial statements are not prepared in all material respects in accordance with the applicable financial reporting framework. This standard also requires us to comply with relevant ethical requirements.

A review of interim financial statements in accordance with ISRE 2410 is a limited assurance engagement. We perform procedures, primarily consisting of making inquiries of management and others within the entity, as appropriate, and applying analytical procedures, and evaluate the evidence obtained.

The procedures in a review are substantially less than and differ in nature from those performed in an audit conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit opinion on these interim financial statements.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial statements of Naspers Limited for the six months ended 30 September 2015 are not prepared, in all material respects, in accordance with the International Financial Reporting Standard, (IAS) 34 Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and the requirements of the Companies Act of South Africa.

Other matter

We have not reviewed future financial performance and expectations expressed by the directors included in the commentary in the accompanying interim financial statements and accordingly do not express an opinion thereon.

PricewaterhouseCoopers Inc.

Director: Brendan Deegan

Registered Auditor

Cape Town

27 November 2015

PricewaterhouseCoopers Inc., No 1 Waterhouse Place, Century City 7441, P O Box 2799, Cape Town 8000

T: +27 (21) 529 2000, F: +27 (21) 529 3300, www.pwc.co.za

Chief Executive Officer: T D Shango

Management Committee: T P Blandin de Chalain, S N Madikane, P J Mothibe, C Richardson, A R Tilakdari, F Tonelli, C Volschenk

Western Cape region - Partner in charge: D J Fölscher

The Company's principal place of business is at 2 Eglin Road, Sunninghill where a list of directors' names is available for inspection.

Reg. no. 1998/012055/21, VAT reg.no. 4950174682