3 Reappointment of PricewaterhouseCoopers Inc. as auditor

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1 22 August 2017 Naspers not doing enough? The forthcoming AGM will again enable the shareholders to ask tough questions of the board following a roller-coaster year as regards the Naspers share price, but with little to be optimistic about regarding all the non-tencent operations. A closer scrutiny of the 2017 published integrated annual report ( IAR ) and disclosures carried on the Naspers website raises many questions and concerns. We will deal with the contents of the notice of the forthcoming AGM see page 114 of the IAR for ease of reference. 1 Financial statements To consider and accept the financial statements of the company and the group for the twelve (12) months ended 31 March 2017 and the reports of the directors, the auditor and the audit committee. We support a vote in favour of the resolution. 2 Payment of dividends To confirm and approve payment of dividends in relation to the N ordinary and A ordinary shares of the company. We support a vote in favour of the resolution. 3 Reappointment of PricewaterhouseCoopers Inc. as auditor To reappoint, on the recommendation of the company s audit committee, the firm PricewaterhouseCoopers Inc. as independent registered auditor of the company. PricewaterhouseCoopers Inc. is one of the big 4 audit firms. It has the skills, size and resources to perform the mandate successfully. However, PricewaterhouseCoopers Inc, and one of its predecessor firms have been the auditors of Naspers Limited since the company s formation in 1915 (102 years). IRBA issued a rule prescribing that mandatory audit firm rotation would apply from 1 April 2023 only. In our view the reappointment of PwC cannot be seen to be independent. Proxy View is a division of Amuvert (Pty) Ltd Reg No 2017/279051/07 Directors: TJB Botha CH Kocks BH Pieters First Floor Falcon House Rivonia Gardens Office Park 33 Wessels Road Rivonia Johannesburg 2128 South Africa PO Box 2404 Cramerview 2060 South Africa Fax admin@proxyview.co.za

2 16 August 2017 Page 2 4 Appointment of new non-executive director To approve the appointment of Ms E M Choi as non-executive director with effect from 21 April Emilie Choi is the only new appointment on the board, increasing the number of females on the board to 3 out of 13. We support a vote in favour of the resolution to appoint her as a director. 5 Re-election of directors who retire A total of 5 non-executive directors retire by rotation but have made themselves available for reelection. They are Koos Bekker (64), Steve Pacak (62), Fred Phaswana (73) Ben van der Ross (69) and Rachel Jafta. We would vote against the re-election of the following four persons: Koos Bekker was previously an executive director of the company. We do not support the election of former executives as non-executive directors, irrespective of the number of years that have passed since retirement as an executive director. Steve Pacak was previously an executive director of the company. We do not support the election of former executives as non-executive directors, irrespective of the number of years that have passed since retirement as an executive director. Fred Phaswana is 73 and we do not support the election of any director that has attained the age of 70 years. Ben van der Ross has been on the board for more than 15 years. In our opinion the board lacks cultural and gender diversity. Also, the average age of the nonexecutive directors at about 60 years of age, is quite high for a global internet & entertainment group. 6 Election / re-election of audit committee members The re-election of the three audit committee members - Don Eriksson, Ben van der Ross and Rachel Jafta - as proposed by the board, does not carry our support for the following reasons: Don Eriksson he has the right qualifications and being ex-partner at PwC certainly has the experience. However, we do not support the election of any director that has attained the age of 70 years. Ben van der Ross a qualified lawyer, has been on the board for more than 15 years and with his perceived lack of independence, we do not consider him to be a suitable candidate. Rachel Jafta an economist, has been a director since 2003 and we do not consider her to be sufficiently independent to serve on the audit committee.

3 16 August 2017 Page 3 The board should in our view consider expanding the audit committee to 4 members and ensure that at least 2 experienced accountants or lawyers serve thereon. The infusion of new ideas and approaches is likely to be a positive change. We are also not in favour of the combined functions of audit and risk under a single committee. The audit committee usually does not have the time, the skills, experience and the support to properly oversee the enterprise risk management function as well. 7 Remuneration policy To endorse the company s remuneration policy, as set out in the remuneration report in the integrated annual report by way of a non-binding advisory vote. 7.1 RemCo The remuneration committee ( RemCo ) held 5 meetings, 4 of which was attended by Cobus Stofberg as alternate director. It is not clear for which committee member is he acting as an alternate. An alternate director is an individual who is appointed to attend a board or committee meeting on behalf of a director where such director would be otherwise unable to attend. We find it hard to understand why Cobus Stofberg is attending these committee meetings. 7.2 Policy The policy as reported is vague on most of the critical aspects, for example: No split between personal and operational targets provided; o What are the respective key performance measurements for these targets? o How are these KPIs linked to group strategy and targets? It appears as if current and relevant industry award trends were used, but no details are provided: o Are pay scales set at the median of these industry averages? It is unclear what the caps on short term and longterm bonuses are. It is mentioned in the report, but no details are provided. No details are provided on the long-term incentive claw-back mechanisms, i.e. once the benefits have been awarded, they will automatically vest in a few years irrespective of poor results recorded in future. It is unclear on what basis the awarding of shares is determined - the disclosure is vague or non-existent. 7.3 Report In our view a shareholder would find it difficult to match the remuneration policy elements to the actual calculations and reported details which have been submitted for approval. Disclosure is vague and the recommended remuneration levels appear to reflect that less than challenging performance targets were set. 7.4 Non-executive directors remuneration We believe that the remuneration levels of non-executive directors and board committee members are excessive when measured from a South African perspective. The chairman s fees

4 16 August 2017 Page 4 are strongly out of line with the fees of the other directors. We would vote against approval of the remuneration policy and the report. 8 Placing unissued shares under authority of the board To place the authorised but unissued share capital of the company under the control of the directors. Our policy is to vote against these requests unless specifically motivated; preferring that shareholders authorise issues only when required for specific transactions. 9 Authority to issue shares Subject to a minimum of 75% of the votes of shareholders of the company present in person or by proxy at the annual general meeting and entitled to vote, voting in favour thereof, the directors be authorised and are hereby authorised to issue unissued shares of a class of shares already in issue in the capital of the company for cash. This is an ordinary resolution and in order for it to be adopted, 75% of shareholders must vote in favour. Our policy is to vote against these requests unless specifically motivated; preferring that shareholders authorise issues only when required for specific transactions. 10 Amendments to share incentive schemes To approve amendments to the Naspers share incentive trust deed, the MIH Services FZ LLC Share Trust deed (formerly the MIH (Mauritius) Limited share trust deed) and the MIH Holdings Share Trust deed (collectively the trust deeds) and the share schemes envisaged by such trust deeds. We are against the reduction of the vesting period from 5 to 4 years. We are of the view that this is going in the wrong direction and 4 years cannot be considered to be long-term. It is also unclear what the financial implications for shareholders are. 11 Authorisation to implement all resolutions Each of the directors of the company or the company secretary is hereby authorised to do all things, perform all acts and sign all documentation necessary to effect the implementation of the ordinary and special resolutions adopted. We would vote in favour of this resolution as it is administrative in nature. 12 Remuneration of non-executive directors - 1

5 16 August 2017 Page 5 The approval of the remuneration of the non-executive directors for the year ending 31 March 2019 (up to a 5% increase on fees for 31 March 2018 already approved by shareholders at the annual general meeting on 26 August 2016). The remuneration of the chairman is almost three times that of a board member, which we find unacceptable. Also see our comments under section 7.4 above. We do not support resolutions where the chairperson s fee is more than 150% of the fees paid to an ordinary member of the board. We also do not support the remuneration of ordinary members when that exceeds 125% of what we regard to be reasonable. We would vote against a number of the resolutions approving these fees, with the exception of resolutions 1.6, 1.8, 1.9, 1.10, 1.12 and 1.13 which we would support. Those resolutions which we do not support, invariably reflect a level of fees which we either consider excessive, or to be out of line with what other members of the board or its committees are to be paid. 13 Financial assistance - 2 That the board may authorise the company to generally provide any financial assistance in the manner contemplated in and subject to the provisions of section 44 of the Act. This resolution allows the board to grant loans to its directors, prescribed officers and members,, which we regard as inappropriate. 14 Financial assistance to acquire shares 3 That the company, as authorised by the board, may generally provide, in terms of and subject to the requirements of section 45 of the Act, any direct or indirect financial assistance. This resolution allows the board to grant loans to its directors, prescribed officers and members, which we regard as inappropriate. 15 Share repurchase N shares 4 That the company or any of its subsidiaries be and are hereby authorised to acquire N ordinary shares issued by the company from any person whosoever. There is no specific reason given for the repurchase. We do not find share buy-backs to be in the company s interests.

6 16 August 2017 Page 6 16 Share repurchase A shares 5 That the company or any of its subsidiaries be and are hereby authorised to acquire A ordinary shares issued by the company from any person whosoever. There is no specific reason given for the repurchase. We do not find share buy-backs to be in the company s interests.

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