NASPERS LIMITED - Dealings in securities

Dealings in securities

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
("Naspers" or "the company")


DEALINGS IN SECURITIES


In compliance with Rules 3.63 - 3.74 of the JSE Listings Requirements,
the following information is disclosed:-


Executive Director:                Bob van Dijk
Transaction date:                  23 September 2020
On/off market:                     Off market
Price at which share options
were offered:                      Closing price on the JSE Limited on 21
                                   September 2020: R2 827.88
Number of shares:                  14 208 Naspers N ordinary share options
Value:                             R17 073 469.44
            (approximately US$1 012 500).
                                   Value is determined as being fair value of the
                                   award on grant date determined in
                                   accordance with International Financial
                                   Reporting Standards 2 - Share-based
                                   Payment, and as disclosed in the
                                   remuneration report included in the
                                   company's 31 March 2020 integrated annual
                                   report.
Class of shares:                   N ordinary
Nature of transaction:             Offer of an option to purchase shares made by
                                   the MIH Internet Holdings B.V. (previously
                                   MIH Services FZ LLC) employee share
                                   incentive scheme to Bob van Dijk. The offer
                                   of an option to purchase shares was made at
                                   market value on 21 September 2020 at
                                   R2 827.88, being the closing price on the JSE
                    Limited on that day. The offer was accepted
                                   on 23 September 2020. The first quarter of
                                   the options vest on 21 September 2021, the
                                   second quarter vests on 21 September 2022,
                                   the third quarter vests on 21 September 2023
             and the final quarter vests on 21 September
                                   2024.

Price at which PSUs were offered: R0
Number of shares:                 48 302 Naspers performance stock units
Grant value:                      R136 592 182.13
                                  (approximately US$8 100 000)
Class of shares:                  N ordinary
Nature of transaction:            Offer of performance share units (PSUs) by
                                  the Naspers Restricted Stock Plan Trust to
                                  Bob van Dijk. The offer of PSUs was made on
                                  21 September 2020. Vesting of PSUs, and the

                                                                               
                                 exact quantum thereof, is subject to the
                                 achievement of performance conditions set
                                 out in the FY20 remuneration report. The offer
                                 was accepted on 23 September 2020. The
                                 options are expected to vest on or about 21
                                 September 2023.

                   Executive remuneration is heavily weighted
                                 towards longer-term performance, delivered
                                 in PSUs, share appreciation rights (SARs), or
                                 share options (SOs), and with every award
                                 subject to individual performance. PSUs
                                 constituted approximately 60% of the LTI
                                 award made to the executive directors in
                                 FY21. PSUs, SOs and SARs create a truly
                                 balanced mix of LTIs with value-based
                                 performance hurdles, in line with shareholder
                                 value creation. Refer to pages 9, 27 and 39 of
                                 the FY20 remuneration report.

                                 Post this allocation and as at 31 March 2021
                                 the fair value of Bob van Dijk's share-based
                                 incentives will be balanced approximately as
                                 follows:
                                 - 39% SARs in the ecommerce segment
                                 - 32% in Naspers SOs; and
                                 - 29% in Naspers PSUs.

Nature of interest:              Direct Beneficial
Clearance:                       Clearance has been received in terms of
                                 paragraph 3.66 of the JSE Listings
                                 Requirements.


Executive Director:              Basil Sgourdos
Transaction date:                23 September 2020
On/off market:                   Off market
Price at which share options
were offered:                    Closing price on the JSE Limited on 21
                                 September 2020: R2 827.88
Number of shares:                8 420 Naspers N ordinary share options
Value:                           R10 118 145,60 (approximately US$600 000)
                                 Value is determined as being fair value of the
                                 award on grant date determined in
                                 accordance with International Financial
                                 Reporting Standards 2 - Share-based
                                 Payment, and as disclosed in the
                    remuneration report of the company's
                                 31 March 2020 integrated annual report.

Class of shares:                 N ordinary
Nature of transaction:           Offer of an option to purchase shares made by
                                 the MIH Internet Holdings B.V. (previously
                                 MIH Services FZ LLC) employee share
                                incentive scheme to Basil Sgourdos. The offer
                                 of an option to purchase shares was made at
                                 market value on 21 September 2020 at                                             
                                 R2 827.88, being the closing price on the JSE
                                 Limited on that day. The offer was accepted
                                 on 23 September 2020. The first quarter of
                                 the options vest on 21 September 2021, the
                                 second quarter vests on 21 September 2022,
                                 the third quarter vests on 21 September 2023
                                 and the final quarter vests on 21 September
                                 2024.

Price at which PSUs were offered: R0
Number of shares:                 28 623 Naspers performance stock units
Grant value:                      R R80 943 515.33
                                  (approximately US$4 800 000)
Class of shares:                  N ordinary
Nature of transaction:            Offer of performance share units (PSUs) by
                             the Naspers Restricted Stock Plan Trust to
                                  Basil Sgourdos. The offer of PSUs was made
                                  on 21 September 2020. Vesting of PSUs, and
                                  the exact quantum thereof, is subject to the
                                  achievement of performance conditions set
               out in the FY20 remuneration report. The offer
                                  was accepted on 23 September 2020. The
                                  options are expected to vest on or about 21
                                  September 2023.

                                  Post this allocation and as at 31 March 2021
                                  the fair value of Basil Sgourdos's share-based
                                  incentives will be balanced approximately as
                                  follows:
                                  - 44% SARs in the ecommerce segment
                                  - 20% in Naspers SOs; and
                                  - 36% in Naspers PSUs.


Nature of interest:               Direct Beneficial
Clearance:                     Clearance has been received in terms of
                                  paragraph 3.66 of the JSE Listings
                                  Requirements


Company secretary:                Lynelle Bagwandeen
Transaction date:                 23 September 2020
On/off market:                    Off market
Price at which share options
were offered:                     Closing price on the JSE Limited on 21
                                  September 2020: R2 827.88
Number of shares:                 4 888 Naspers N ordinary share options
Value:                            R5 873 811,84 (approximately US$348 321)
                                  Value is determined as being fair value of the
                                  award on grant date determined in
                      accordance with International Financial
                                  Reporting Standards 2 - Share-based
                                  Payment.
                                  31 March 2020 integrated annual report.
Class of shares:                  N ordinary
Nature of transaction:            Offer of an option to purchase shares made by
        the MIH Holdings employee share incentive                                                                              
                                  scheme to Lynelle Bagwandeen. The offer of
                                  an option to purchase shares was made at
                                  market value on 21 September 2020 at
                                  R2 827.88, being the closing price on the JSE
                                  Limited on that day. The offer was accepted
                                  on 23 September 2020. The first quarter of
                                  the options vest on 21 September 2021, the
                                  second quarter vests on 21 September 2022,
                                  the third quarter vests on 21 September 2023
                                  and the final quarter vests on 21 September
                                  2024.
Nature of interest:               Direct Beneficial
Clearance:                        Clearance has been received in terms of
                                  paragraph 3.66 of the JSE Listings
                                  Requirements.


Company secretary
of a major subsidiary:           Gillian Kisbey-Green
Transaction date:                23 September 2020
On/off market:                   Off market
Price at which share options
were offered:                    Closing price on the JSE Limited on 21
                                 September 2020: R2 827.88
Number of shares:                5 199 Naspers N ordinary share options
Value:              R6 247 534,32 (approximately US$370 483)
                                 Value is determined as being fair value of the
                                 award on grant date determined in
                                 accordance with International Financial
                                 Reporting Standards 2 - Share-based
                                 Payment.
Class of shares:                 N ordinary
Nature of transaction:           Offer of an option to purchase shares made by
                                 the MIH Internet Holdings B.V. (previously
                                 MIH Services FZ LLC) employee share
                                 incentive scheme to Gillian Kisbey-Green.
                                 The offer of an option to purchase shares was
                                 made at market value on 21 September 2020
                                 at R2 827.88, being the closing price on the
                                 JSE Limited on that day. The offer was
                                 accepted on 23 September 2020. The first
                                 quarter of the options vest on 21 September
                 2021, the second quarter vests on 21
                                 September 2022, the third quarter vests on
                                 21 September 2023 and the final quarter
                                 vests on 21 September 2024.

Nature of interest:              Direct Beneficial
Clearance:                       Clearance has been received in terms of
                      paragraph 3.66 of the JSE Listings
                                 Requirements.



Cape Town
25 September 2020
Sponsor: Investec Bank Limited

                                                                             

Date: 25-09-2020 05:50:00
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