Publication of a Prospectus

Naspers Limited

(Incorporated in the Republic of South Africa)

(Registration number 1925/001431/06)

JSE share code: NPN ISIN: ZAE000015889

LSE ADS code: NPSN ISIN: US6315122092

PUBLICATION OF PROSPECTUS AND EXPECTED ADMISSION OF UP TO 182,540,135 ADDITIONAL AMERICAN DEPOSITARY SHARES

Naspers Limited announces that the following prospectus (the "Prospectus") has been approved by the UK Listing Authority and is available for viewing:

"Naspers Limited - Prospectus dated 17 November 2017 relating to the admission to the Official List and to trading on the London Stock Exchange of up to 182,540,135 additional American Depositary Shares"

A copy of the prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/nsm.

The listing and admission to the Official List and to trading on the London Stock Exchange of up to 182,540,135 additional American Depositary Shares is expected to occur on 22 November 2017 ("Admission"). Following Admission, the Company will be authorised to list and to trade up to 219,328,029 American Depositary Shares in total.

No American Depositary Shares have been offered or marketed to the public in the United Kingdom or elsewhere in connection with the Admission.

Cape Town17 November 2017

Sponsor

Investec Bank Limited

Legal advisors

Slaughter and May

About Naspers

Founded in 1915, Naspers is a global internet and entertainment group and one of the largest technology investors in the world. Operating 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.

Naspers companies connect people to each other and the wider world, help people improve their daily lives, and entertain audiences with the best of local and global content. Every day, millions of people use the products and services of companies that Naspers has invested in, acquired or built, including Avito, Brainly, Codecademy, Delivery Hero, eMAG, Flipkart, ibibo, iFood, letgo, Media24, Movile, MultiChoice, OLX, PayU, Showmax, SimilarWeb, SinDelantal, Swiggy, Twiggle, and Udemy. Similarly, hundreds of millions of people have made the platforms of its associates Tencent (www.tencent.com; SEHK 00700), Mail.ru (www.corp.mail.ru; LSE: MAIL), and MakeMyTrip Limited (www.makemytrip.com; NASDAQ:MMYT) a part of their daily lives.

Naspers is listed on the Johannesburg Stock Exchange (NPN.SJ) and has an ADR listing on the London Stock Exchange (LSE: NPSN).

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

DISCLAIMER

The distribution of this announcement may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.

This announcement does not, and shall not, in any circumstances constitute a public offering of shares, or American Depositary Shares representing such shares, in the Company nor an invitation to the public in connection with any offer. No action has been or will be taken in any country or jurisdiction that would permit a public offering of securities, or the possession or distribution of this announcement or any other offering or publicity material relating to the securities in any country or jurisdiction where action for that purpose is required. The acquisition of securities may be subject to specific legal or regulatory restrictions in certain jurisdictions. The Company takes no responsibility for any violation of any such restrictions by any person.

These materials are not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended.

This announcement is not a prospectus for the purposes of the Prospectus Directive. In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.

This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this document or any of its contents.