The approval of the remuneration of the non-executive directors for the year ended 31 March 2010 and
31 March 2011 as follows:

* The chair of the board does not receive additional remuneration if he/she is a member of or chairs any subcommittee of the board.
** The risk committee was formed on 30 April 2010.

4.

To reappoint the firm PricewaterhouseCoopers Inc. as independent registered auditor of the company (noting that
Mr A Wentzel is the individual registered auditor of that firm who will undertake the audit) for the period until the next annual general meeting of the company.

5.

To approve the appointment of Prof D Meyer who was appointed as a director with effect from 25 November 2009. Her abridged curriculum vitae appears here.

6.

To elect Messrs T Vosloo, N P van Heerden, H S S Willemse and L N Jonker, who retire by rotation and, being eligible, offer themselves for re-election. Their abridged curricula vitae appear here.

The board unanimously recommends that the appointments and re-election of directors in terms of resolutions 5 and 6 be approved by the shareholders of the company. The re-election of each director will be carried out in separate ordinary resolutions.

7.

To place the authorised but unissued share capital of the company under the control of the directors and to grant, until the conclusion of the next annual general meeting of the company, an unconditional general authority to the directors to allot and issue at their discretion (but subject to the provisions of section 221 of the Companies Act, No 61 of 1973, as amended (”the Act”), and the requirements of the JSE Limited (“the JSE”) and any other exchange on which the shares of the company may be quoted or listed from time to time) the unissued shares of the company on such terms and conditions and to such persons, whether they be shareholders or not, as the directors at their discretion deem fit.

• this authority shall not endure beyond the earlier of the next annual general meeting of the company or beyond fifteen (15) months from the date of the meeting
• that a paid press announcement giving full details, including the impact on the net asset value and earnings per share, will be published at the time of any issue representing, on a cumulative basis within one year, 5% or more of the number of shares of that class in issue prior to the issue
• the aggregate issue of any particular class of shares in any financial year will not exceed 5% of the issued number of that class of shares (including securities which are compulsorily convertible into shares of that class)
• that in determining the price at which an issue of shares will be made in terms of this authority, the discount at which the shares may be issued may not exceed 10% of the weighted average traded price of the shares in question, as determined over the thirty (30) business days prior to the date that the price of the issue is determined, and
• that the shares will only be issued to “public shareholders” as defined in the Listings Requirements of the JSE, and not to related parties.

To consider and, if deemed fit, to pass with or without modification the following ordinary resolution:

“Resolved that proposed amendments to the trust deed of the Naspers Share Incentive Scheme, Masters reference IT 4713/97 prescribed by Schedule 14 of the JSE Listings Requirements be approved.”

The Naspers Share Incentive Scheme (“the scheme”) was adopted by shareholders of Naspers during 1997. The terms of the trust deed of the scheme must be amended to comply with Schedule 14 of the JSE Listings Requirements which took effect on 15 October 2008.

The principal terms of the scheme as amended are as follows:

The trust deed of the Naspers Share Incentive Scheme in its amended form will be available for inspection by shareholders during normal business hours at Naspers’s registered address, 40 Heerengracht, Cape Town, 8000 (contact person Denise Vos) and in Johannesburg at 251 Oak Avenue, Randburg, 2194 (contact person Gillian Kisbey-Green) for a period of 14 days prior to the date of this annual general meeting.

The amendment of the terms of the scheme must be approved by ordinary resolution requiring a 75% majority of the votes cast in favour of such resolution by all shareholders present or represented by proxy at the annual general meeting. Votes attaching to equity securities owned or controlled by persons who are existing participants in the scheme and which have been acquired in terms of the scheme and may be impacted by the changes will be excluded from the vote.

10.

Details of the Naspers group share-based incentive schemes currently in existence can be found in this annual report. (The Naspers Share Incentive Scheme referred to in the previous ordinary resolution, the other existing Naspers group share-based incentive schemes and such Naspers group share-based schemes that are established in future are hereafter collectively referred to as ‘Naspers group share-based incentive schemes’.)

It is proposed that, subject to the requirements of Schedule 14 of the Listings Requirements and the trust deeds of the Naspers group share-based incentive schemes, the directors be granted the authority to allot and issue up to 40 588 541 Naspers shares (being 10% of the issued N ordinary share capital of Naspers as at 31 March 2010) to the Naspers group share-based incentive schemes. Accordingly, the following resolution is proposed:

To consider and, if deemed fit, to pass with or without modification the following ordinary resolution:

“Resolved, as a special authority in terms of section 221(2) of the Companies Act, No 61 of 1973 and subject to the Listings Requirements of the JSE, that the board of directors of Naspers shall be authorised, after the date of passing of this resolution, to allot, issue and make application to the JSE for the listing of up to 40 588 541 Naspers N ordinary shares to the Naspers group share-based incentive schemes and/or the participants thereunder as and when the trustees/administrators of the Naspers group share-based incentive scheme in question wish to offer or deliver Naspers N ordinary shares to the participants thereunder, in each instance on the terms applicable to the Naspers group share-based incentive scheme in question. ”

The following special resolutions will be considered and, if approved, will be adopted with or without amendment:

SPECIAL RESOLUTION NUMBER ONE

That the company or any of its subsidiaries be and are hereby authorised, by way of a general authority, to acquire N ordinary shares issued by the company, in terms of and subject to sections 85(2), 85(3) and 89 of the Companies Act, No 61 of 1973, as amended, and in terms of the rules and requirements of the JSE being that:

• any such acquisition of N ordinary shares shall be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement
• this general authority shall be valid until the company’s next annual general meeting, provided that it shall not extend beyond fifteen (15) months from the date of passing of this special resolution
• an announcement will be published as soon as the company or any of its subsidiaries have acquired N ordinary shares constituting, on a cumulative basis, 3% of the number of N ordinary shares in issue prior to the acquisition pursuant to which the aforesaid 3% threshold is reached, and for each 3% in aggregate acquired thereafter, containing full details of such acquisitions
• acquisitions of N ordinary shares in aggregate in any one financial year may not exceed 20% of the company’s N ordinary issued share capital as at the date of passing of this special resolution
• in determining the price at which N ordinary shares issued by the company are acquired by it or any of its subsidiaries in terms of this general authority, the maximum premium at which such N ordinary shares may be acquired will not exceed 10% of the weighted average of the market value at which such N ordinary shares are traded on the JSE as determined over the five (5) business days immediately preceding the date of repurchase of such N ordinary shares by the company or any of its subsidiaries
• the company has been given authority by its articles of association
• at any point, the company may only appoint one agent to effect any repurchase on the company’s behalf
• the company’s sponsor must confirm the adequacy of the company’s working capital for purposes of undertaking the repurchase of N ordinary shares in writing to the JSE before entering the market for the repurchase
• the company remaining in compliance with the minimum shareholder spread requirements of the JSE Listings Requirements, and
• the company and/or its subsidiaries not repurchasing any N ordinary shares during a prohibited period as defined by the JSE Listings Requirements, unless a repurchase programme is in place where dates and quantities of shares to be traded during the prohibited period are fixed and full details of the programme have been disclosed in an announcement over the Securities Exchange News Service (SENS) prior to the commencement of the prohibited period.
  
  

Before the general repurchase is effected, the directors, having considered the effects of the repurchase of the maximum number of N ordinary shares in terms of the foregoing general authority, will ensure that for a period of twelve (12) months after the date of the notice of the annual general meeting:

• the company and the group will be able, in the ordinary course of business, to pay their debts
• the assets of the company and the group, fairly valued in accordance with International Financial Reporting Standards, will exceed the liabilities of the company and the group, and
• the company and the group’s ordinary share capital, reserves and working capital will be adequate for ordinary business purposes.

The following additional information, some of which appears elsewhere in the annual report of which this notice forms part, is provided in terms of the JSE Listings Requirements for purposes of the general authority:

• directors
• major shareholders
• directors’ interests in ordinary shares
• share capital of the company
• litigation

Directors’ responsibility statement
The directors, whose names appear in the directorate collectively and individually, accept full responsibility for the accuracy of the information pertaining to this special resolution number one and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that special resolution number one contains all relevant information.

Material changes
Other than the facts and developments reported on in the annual report, there have been no material changes in the affairs or financial position of the company and its subsidiaries since the date of signature of the audit report and up to the date of this notice.

The directors have no specific intention, at present, for the company to repurchase any of its N ordinary shares, but consider that such a general authority should be put in place should an opportunity present itself to do so during the year which is in the best interests of the company and its shareholders.

The reason for and effect of special resolution number one is to grant the company a general authority in terms of the Companies Act and the JSE Listings Requirements for the acquisition by the company, or a subsidiary of the company, of the company’s N ordinary shares.

SPECIAL RESOLUTION NUMBER TWO

That the company or any of its subsidiaries be and are hereby authorised, by way of a general authority, to acquire A ordinary shares issued by the company, in terms of and subject to sections 85(2), 85(3) and 89 of the Companies Act, No 61 of 1973, as amended.

The reason for and effect of special resolution number two is to grant the company a general authority in terms of the Companies Act for the acquisition by the company, or a subsidiary of the company, of the company’s A ordinary shares.

ORDINARY RESOLUTION