Wrap Text
Declaration and Finalisation Announcement in respect of the Naspers Share Subdivision
NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN
ISIN: ZAE000325783
(Naspers)
DECLARATION AND FINALISATION ANNOUNCEMENT IN RESPECT OF THE NASPERS SHARE SUBDIVISION
1. INTRODUCTION
Naspers shareholders (Shareholders) are referred to the annual general meeting of
Shareholders held on Thursday, 21 August 2025 (AGM), where Shareholders were requested
to, inter alia, consider and, if deemed fit, adopt the resolutions required to amend Naspers's
existing share capital structure through the pro rata subdivision of the N ordinary shares
(Naspers N Ordinary Shares) and A ordinary shares (Naspers A Ordinary Shares) in the
authorised and issued share capital of Naspers. As set out in the notice of AGM distributed to
Shareholders on Monday, 23 June 2025, the subdivision will be effected in accordance with the
ratio of five-for-one for each respective class of issued shares (Naspers Share Subdivision).
Shareholders are advised that:
(i) all the resolutions required to implement the Naspers Share Subdivision were passed
by the requisite majority of Shareholders at the AGM, as detailed in the AGM results
announcement published by Naspers on SENS on Thursday, 21 August 2025;
(ii) the special resolutions relating to the amendments to the Naspers memorandum of
incorporation (Naspers MOI) pursuant to the Naspers Share Subdivision (including the
Naspers Share Increase (as defined below)) were filed with the Companies and
Intellectual Property Commission (CIPC) on Thursday, 21 August 2025, and became
effective and registered with the CIPC on Thursday, 4 September 2025; and
(iii) all the conditions precedent to the Naspers Share Subdivision have been fulfilled and
the Naspers Share Subdivision is now unconditional and will proceed to implementation.
The purpose of this announcement is to provide Shareholders with the declaration and
finalisation information on the implementation of the Naspers Share Subdivision in accordance
with the JSE Listings Requirements. This announcement is intended to provide Shareholders
with the full terms of the Naspers Share Subdivision. Therefore, no further documents or
circulars will be published in respect of the Naspers Share Subdivision.
Shareholders are advised to carefully consider the contents of this announcement in full before
taking any action in respect of the Naspers Share Subdivision. If you are in doubt as to the
action you should take in respect of the Naspers Share Subdivision, please consult your broker,
banker, legal adviser, CSDP, other financial intermediary or other professional adviser
immediately. This announcement is subject to the important disclaimers set out at the end
hereof.
2. NASPERS SHARE SUBDIVISION
Overview of the Naspers Share Subdivision
Naspers intends to implement the Naspers Share Subdivision in accordance with the Naspers
MOI, JSE Listings Requirements, and Companies Act 71 of 2008, as amended (Companies
Act), through the following key steps:
- to facilitate the implementation of the Naspers Share Subdivision, the authorised share
capital of Naspers has been increased in terms of sections 36(2) and 16(1) of the Companies
Act, through the authorisation of an additional 1 200 000 000 Naspers N Ordinary Shares,
and 6 000 000 Naspers A Ordinary Shares, ranking pari passu in every respect with the
existing Naspers N Ordinary Shares and Naspers A Ordinary Shares (Naspers Share
Increase); and
- the Naspers Share Subdivision will be effected through the issue and allotment of up to
636 154 992 new Naspers N Ordinary Shares and 3 844 772 new Naspers A Ordinary
Shares to achieve the ratio of five-for-one for each respective class of issued shares.
Details of the Naspers Share Increase
As outlined in the paragraph above, the Naspers Share Increase is necessary in order to
facilitate the implementation of the Naspers Share Subdivision.
In order to give effect to the Naspers Share Increase, Shareholders were requested to approve
the Naspers Share Increase by way of a special resolution at the AGM, including the
corresponding amendments to the Naspers MOI reflecting the Naspers Share Increase, in
accordance with the Companies Act and the Naspers MOI. The Naspers Share Increase was
approved and the special resolution duly registered with the CIPC, which registration has also
been submitted to the JSE Limited (JSE).
The authorised share capital of Naspers is as follows immediately prior to, and after, the
Naspers Share Increase:
Naspers A Naspers N
Ordinary Ordinary
Shares Shares
Authorised share capital of Naspers 1 500 000 300 000 000
immediately prior to the Naspers Share
Increase
Authorised share capital of Naspers 7 500 000 1 500 000 000
immediately after to the Naspers Share
Increase
Details of the Naspers Share Subdivision
Naspers intends to implement the pro rata subdivision of the authorised and issued Naspers N
Ordinary Shares and Naspers A Ordinary Shares in the ratio of five-for-one. The effect of this
will be that for every one Naspers N Ordinary Share or Naspers A Ordinary Share held on the
record date for the Naspers Share Subdivision, being Friday, 3 October 2025 (Record date),
holders of Naspers N Ordinary Shares and Naspers A Ordinary Shares (the Naspers N
Shareholders and Naspers A Shareholders, respectively) will hold five Naspers N Ordinary
Shares or Naspers A Ordinary Shares post implementation of the Naspers Share Subdivision.
The implementation of the Naspers Share Subdivision was subject to the resolutions required
to implement the Naspers Share Increase being adopted and effectively filed with the CIPC,
and the JSE granting the necessary approval for the listing of the additional Naspers N Ordinary
Shares pursuant to the Naspers Share Subdivision. As set out in paragraph 1 above, all
conditions precedent of the Naspers Share Subdivision have been fulfilled. Accordingly, the
Naspers Share Subdivision is unconditional and will proceed to implementation in accordance
with the terms set out in this announcement.
Rationale for the Naspers Share Subdivision
The market price of Naspers shares has increased significantly in recent years. Naspers N
Ordinary Shares currently trade at one of the highest prices per share on the JSE, significantly
exceeding the average price per share of constituents of the JSE Top 40 Index.
In light of this, the Naspers board of directors (Board) resolved to implement the Naspers
Share Subdivision with the objective of enhancing accessibility to Naspers's shares for a broader
base of investors, while preserving the existing economic and voting interests of all
Shareholders. In addition, the Naspers Share Subdivision is expected to align the price per
Naspers N Ordinary Share more closely with that of Prosus N.V. (Prosus), Naspers's primary
subsidiary.
Settlement mechanics of the Naspers Share Subdivision
Naspers N Ordinary Shares:
Upon implementation of the Naspers Share Subdivision, (i) the CSDP or broker accounts of
dematerialised Naspers N Shareholders will be credited with their new entitlements to Naspers
N Ordinary Shares; and (ii) the nominee account administered by Naspers's transfer
secretaries, JSE Investor Services Proprietary Limited (JIS Investor Services or Transfer
Secretaries) will be credited with the new entitlements of certificated Naspers N Shareholders
to Naspers N Ordinary Shares.
Naspers N Shareholders are advised that no new Naspers N Ordinary Shares will be issued in
certificated form. Instead, Naspers N Shareholders who on the Record Date hold their Naspers
N Ordinary Shares in certificated form on the Naspers register, will receive new dematerialised
Naspers N Ordinary Shares which will be credited into the JIS Investor Services nominee
account on Monday, 6 October 2025.
Certificated Naspers N Shareholders are required to complete and return the Form of
Instruction and Surrender(1) (blue) in accordance with the instructions outlined therein in order
to elect to have their Naspers N Ordinary Shares transferred in dematerialised form to their
specified CSDP or broker account. Failing which, the Naspers N ordinary Shares will be credited
into the JIS Investor Services nominee account, and the certificated Naspers N Shareholders
will receive statements reflecting their Naspers N Ordinary Shares held in the nominee account
on their behalf.
(1) Shareholders are advised that the Form of Instruction and Surrender (blue) may be obtained from
the registered office of Naspers or the Transfer Secretaries, during office hours on Business Days
from 15 September 2025 until the Record Date, and is also available on the Naspers website
(www.naspers.com) and the ShareHub platform (which may be accessed by Shareholders who maintain a
ShareHub account via the Transfer Secretaries).
The Form of Instruction and Surrender (blue) must be lodged with the Transfer Secretaries at:
JSE Investor Services Proprietary Limited, 5th Floor, One Exchange Square, 2 Gwen Lane,
Sandown, 2196 (PO Box 4844, Johannesburg, 2000), by no later than 12:00 on the Record
Date. Certificated Naspers N Shareholders are advised to take into consideration postal delivery
times when posting their Form of Instruction and Surrender (blue).
Forms of Instruction and Surrender (blue) that are not posted, may be emailed to
specialprojects@jseinvestorservices.co.za to be received by the Transfer Secretaries by no later
than 12:00 on the Record Date. The Transfer Secretaries and/or Naspers will not be responsible
for any loss and/or damage whatsoever in relation to, or arising from, the late or non-receipt
of an emailed Form of Instruction and Surrender (blue) or owing to the emailed Form of
Instruction and Surrender being forwarded to any other email address other than the one
provided above. Forms of Instruction and Surrender (blue) that are emailed shall be deemed
to be received on the date reflected in the Transfer Secretaries' electronic systems.
Notwithstanding anything to the contrary, it is the Shareholder's responsibility to ensure that
their Form of Instruction and Surrender (blue) is timeously received by the Transfer
Secretaries. The Board may, in its discretion, treat as invalid or give effect to Forms of
Instruction and Surrender (blue) received after 12:00 on the Record Date (but prior to the
implementation of the Naspers Share Subdivision) or Forms of Instruction and Surrender that
have not been completed in accordance with any instructions set out in this announcement (but
received prior to the implementation of the Naspers Share Subdivision).
You do not need to dematerialise your Naspers N Ordinary Shares to participate in the Naspers
Share Subdivision. However, Naspers N Ordinary Shares shall only be delivered pursuant to
the Naspers Share Subdivision in the form of dematerialised security entitlements, as set out
in this announcement.
In the event that a certificated Naspers N Shareholders does not specify a CSDP or broker
account for receiving and holding of its new Naspers N Ordinary Shares and notify Naspers or
the Transfer Secretaries of the aforementioned account details by 12:00 on the Record Date,
the Naspers N Ordinary Shares to which the certificated Naspers N Shareholder is entitled will
be transferred to the Transfer Secretaries nominee account and be held on behalf and for the
benefit of such Naspers N Shareholder.
Dematerialised Naspers N Shareholders are not required to take any action, as their brokerage
accounts with their CSDP or broker will be automatically updated to reflect the number of
Naspers N Ordinary Shares they are entitled to pursuant to the Naspers Share Subdivision.
The Transfer Secretaries and/or Naspers do not accept responsibility, and will not be held liable
for any action of, or omission by, any CSDP, broker or other agent of any beneficial owner of
Naspers Shares.
Naspers A Ordinary Shares:
Upon implementation of the Naspers Share Subdivision, new share certificates will be
dispatched to the relevant Naspers A Shareholders on Monday, 6 October 2025. Share
certificates will only be issued for the number of Naspers A Ordinary Shares to which each
Naspers A Shareholders is entitled following the implementation of the Naspers Share
Subdivision.
Naspers A Shareholders must complete and return the Form of Surrender(2) in order to receive
their new certificated Naspers A Ordinary Shares. The Form of Surrender must be lodged with
the Transfer Secretaries at the address set out in the form and by no later than 12:00 on the
Record Date.
(2) Shareholders are advised that the Form of Surrender may be obtained from the registered office
of Naspers or the Transfer Secretaries, during office hours on Business Days from 15 September 2025
until the Record Date, and is also available on the Naspers website (www.naspers.com) and the
ShareHub platform (which may be accessed by Shareholders who maintain a ShareHub account via the
Transfer Secretaries).
3. SALIENT DATES
The final salient dates and times relating to the Naspers Share Subdivision are as follows:
DATES
(2025)
Publication of the declaration and finalisation Monday, 15 September
announcement on SENS in respect of the Naspers Share
Subdivision on
Naspers Repurchase Programme suspended Thursday, 25 September
Last day to trade in Naspers N Ordinary Shares prior to the Tuesday, 30 September
Naspers Share Subdivision on
Naspers N Ordinary Shares trade "ex" the entitlement to Wednesday, 1 October(2)
participate in the Naspers Share Subdivision and removal
of the Naspers N Ordinary Shares with the old ISIN and
listing and commencement of dealings in entitlements to
new Naspers N Ordinary Shares (under the new subdivided
share capital structure) with the new ISIN ZAE000351946
Naspers Repurchase Programme resumes on Thursday, 2 October
Record date for the Naspers Share Subdivision on Friday, 3 October
Record date for Naspers Share Subdivision for Naspers Friday, 3 October
ADS Holders on
Naspers Share Subdivision becomes effective and is Monday, 6 October
implemented on
Crediting of CSDP or broker accounts of dematerialised Monday, 6 October
Naspers N Shareholders with their entitlement to Naspers
N Ordinary Shares under the Naspers Share Subdivision
and crediting of Transfer Secretaries nominee account with
entitlements of certificated Naspers N Shareholders to new
Naspers N Ordinary Shares(2) on
Dispatch of certificates of new Naspers A Ordinary Shares Monday, 6 October
to Certificated Naspers A Shareholders pursuant to the
Naspers Share Subdivision to take place from
Notes:
(1) Share certificates in respect of Naspers N Ordinary Shares may not be dematerialised
or rematerialised between Wednesday, 1 October 2025, and Friday, 3 October 2025,
both dates inclusive.
(2) No new Naspers N Ordinary Shares will be issued in certificated form. Naspers N
Shareholders who, at the Record Date, hold their Naspers N Ordinary Shares in
certificated form on the Naspers register will receive dematerialised new Naspers N
Ordinary Shares into the Transfer Secretaries nominee account on Monday, 6 October
2025. Certificated Naspers N Shareholders who do not complete and return the Form
of instruction and Surrender (blue) by 12:00 on the Record Date will have their new
Naspers N Ordinary Shares credited to the JIS Investor Services nominee account
pending receipt of their completed Form of instruction and Surrender (blue) with
details of their CSDP or broker account. Certificated Shareholders are referred to
paragraph 2 (Settlement mechanics of the Naspers Share Subdivision) of this
announcement for further settlement details.
4. LISTING AND TRADING ON THE JSE
Application will be made to the JSE for approval for the listing of the new Naspers N Ordinary
Shares pursuant to the Naspers Share Subdivision. Pursuant to the Naspers Share Subdivision,
the Naspers N Ordinary Shares will trade on the JSE with the new ISIN ZAE000351946 with
effect from Wednesday, 1 October 2025.
5. FRACTIONAL ENTITLEMENTS
Only whole numbers of Naspers N Ordinary Shares will be issued pursuant to the Naspers Share
Subdivision and therefore no fractional entitlements to Naspers N Ordinary Shares will arise in
respect of Naspers N Shareholders pursuant to the Naspers Share Subdivision.
6. NASPERS ADS HOLDERS
The Naspers ADS facility will not be excluded from the Naspers Share Subdivision and,
therefore, The Bank of New York Mellon (BNY), as the Naspers ADS Depositary, will participate
in the Naspers Share Subdivision on behalf of the holders of the Naspers ADS (Naspers ADS
Holders).
The Naspers ADS facility will continue to operate in the same manner and BNY, as a registered
Shareholder on the Naspers register, will participate in the Naspers Share Subdivision in the
same manner as any other registered Naspers N Shareholder, as set out in this announcement.
The Naspers Share Subdivision will not change the rights of the Naspers ADS Holders under
the Naspers Deposit Agreement. The Naspers ADS Holders will continue to exercise their rights
with respect to the Naspers N Ordinary Shares underlying the Naspers ADSs in accordance with
the Naspers Deposit Agreement.
7. FOREIGN SHAREHOLDERS
Shareholders are advised that no action has been, or will be taken, by or on behalf of Naspers
to permit offering of any Naspers shares in any jurisdiction. No action has been, or will be
taken, by or on behalf of Naspers, to obtain any approval, authorisation or exemption to permit
the possession or distribution of this announcement (or any other offering or publicity materials
relating to the Naspers Share Subdivision) in any jurisdiction outside South Africa where action
for that purpose may be required or doing so is restricted by law. Accordingly, neither the
announcement nor any other offering or publicity materials relating to the Naspers shares may
be distributed or published in any jurisdiction except in full compliance with applicable laws and
regulations. Persons into whose possession this announcement comes should inform
themselves about, and observe, any applicable restrictions. Any failure to comply with these
restrictions may constitute a violation of the laws or regulations of certain jurisdictions. It is
the responsibility of foreign Shareholders (who are nationals or citizens of a jurisdiction outside
of South Africa and the Common Monetary Area) (Foreign Naspers Shareholders) to satisfy
themselves as to the full observance of the laws and regulatory requirements of the relevant
jurisdiction in connection with this announcement and with the Naspers Share Subdivision,
including obtaining of any governmental, exchange control or other consents, the making of
any filings which may be required, compliance with other necessary formalities and the
payment of any transfer or other taxes or other requisite payments due in such jurisdiction.
Please note that Shareholders may not participate in the Naspers Share Subdivision if they are
subject to regulations of overseas jurisdictions which do not permit them to do so unless certain
exemptions from requirements of those jurisdictions are applicable. No action has been, or will
be taken, by or on behalf of Naspers to permit offering of any Naspers shares in any jurisdiction
outside South Africa where action for that purpose may be required or doing so is restricted by
law. Restrictions must be applied at beneficial owner level and all Shareholders will be deemed
that the beneficial owner is entitled to participate in the Naspers Share Subdivision.
Accordingly, Naspers will deliver Naspers N Ordinary Shares and Naspers A Ordinary Shares to
all Naspers N Shareholders and Naspers A Shareholders, as the case may be, on a pro rata
basis. If you are in any doubt as to what action to take, please consult your CSDP, broker, legal
adviser, accountant, banker, other financial intermediary or other professional adviser
immediately.
8. REPURCHASE PROGRAMME
Shareholders are referred to the various announcements that have been released pertaining to
the ongoing repurchase programme. The repurchase programme will be temporarily
suspended for a short period in order to allow for an efficient and effective implementation of
the Naspers Share Subdivision. It is currently anticipated that the repurchase programme will
be temporarily suspended from Thursday, 25 September 2025, until Wednesday,
1 October 2025 (both days inclusive). The repurchase of Naspers N Ordinary Shares pursuant
to the repurchase programme is expected to resume from Thursday, 2 October 2025.
Shareholders will continue to be provided weekly updates on the repurchase programme by
means of press releases and announcements on SENS and on the Naspers website
(www.naspers.com).
9. TAXATION
Taxation in South Africa
The summary of South African income tax consequences set out below is for general
information only and does not take into account the specific circumstances of any particular
investor or the tax laws of any country other than South Africa. All Shareholders should consult
their tax advisers regarding the particular tax consequences applicable to them in relation to
the Naspers Share Subdivision, including the applicability and effect of other tax laws and
possible changes in tax law.
The South African income tax system is a residence-based system of taxation, in terms of which
South African tax residents are subject to tax in South Africa on their worldwide income.
Persons that are non-resident for South African tax purposes are subject to tax on income
derived from a South African source.
A natural person is a South African tax resident if he or she is "ordinarily resident" in South
Africa or, if not "ordinarily resident" in South Africa, was physically present in South Africa for
certain prescribed periods within a continuous six-year period. These periods require a physical
presence in South Africa of more than 91 days in each of the six years and more than 915
during the first five years.
A person other than a natural person (ie a juristic person or a trust) is a South African tax
resident if it is incorporated, established, or formed in South Africa or if its place of effective
management is located in South Africa.
The definition of a resident specifically excludes any person who is deemed to be exclusively a
resident of another country for purposes of an applicable agreement for the avoidance of double
taxation entered into between South Africa and the other relevant jurisdiction. Shareholders
with questions regarding their tax residency should consult their tax advisers.
The Naspers Share Subdivision by Naspers of Naspers N Ordinary Shares and Naspers A
Ordinary Shares is specifically deemed not to be a "disposal" by the company in terms of
paragraph 11(2)(b)(i) of the Eighth Schedule to the Income Tax Act and is therefore not a
taxable event. Furthermore, the issue of shares by a company is specifically excluded from the
definition of a "dividend", as such there should be no Dividend Tax liability triggered as a result
of the Naspers Share Subdivision.
In the hands of the Shareholders, the Naspers Share Subdivision is specifically deemed not to
be a "disposal" by the Shareholder in terms of paragraph 11(2)(l) of the Eighth Schedule to the
Income Tax Act and is therefore not a taxable event. The aggregate expenditure of the pre-
subdivision shares should be allocated among the post-subdivision shares of the same class
according to the relative market values of the new shares. The allocated cost is taken into
account in determining the taxable gain or loss in the event of a future disposal of such shares.
Non-South African tax resident Shareholders, whose shares are not attributable to a permanent
establishment in South Africa, should fall outside the scope of South African capital gains tax
in so far as it relates to the disposal of shares in Naspers – as Naspers is not a so-called "land
rich" company i.e. Naspers shares should not constitute an "interest in immovable property
situated in the Republic" for South African capital gains tax purposes as contemplated in
paragraph 2(2) of the Eighth Schedule to the Income Tax Act.
Certain United States Federal Income Tax Consequences
The following is a summary of certain US federal income tax considerations relevant to US
Holders (as defined below) of the Naspers Share Subdivision. This summary is based on the
US Internal Revenue Code of 1986 (the Code), final, temporary and proposed US Treasury
regulations, administrative and judicial interpretations, all of which are subject to change,
possibly with retroactive effect.
This summary does not discuss all aspects of US federal income taxation that may be relevant
to investors in light of their particular circumstances, such as investors subject to special tax
rules (including, without limitation: (i) financial institutions; (ii) insurance companies; (iii)
traders or dealers in stocks, securities, or currencies or notional principal contracts; (iv)
regulated investment companies; (v) real estate investment trusts; (vi) tax-exempt
organisations; (vii) entities that are treated as partnerships, or pass-through entities for US
federal income tax purposes, or persons that hold Naspers N Ordinary Shares through such
entities; (viii) holders that are not US Holders (as defined below); (ix) holders that own
(directly, indirectly or constructively) 5 per cent. or more of the voting stock of the Company;
(x) investors that hold Naspers N Ordinary Shares as part of a straddle, hedge, conversion,
constructive sale or other integrated transaction for US federal income tax purposes; (xi)
investors that have a functional currency other than the US dollar; and (xii) US expatriates and
former long-term residents of the United States), all of whom may be subject to tax rules that
differ significantly from those summarised below. This summary does not address , US federal
estate, gift, Medicare contribution or alternative minimum tax considerations, or non-US, state
or local tax considerations. This summary only addresses persons that hold Naspers N Ordinary
Shares as capital assets (generally, property held for investment).
For the purposes of this summary, a US Holder is a beneficial owner of Naspers N Ordinary
Shares that is for US federal income tax purposes (i) an individual who is a citizen or resident
of the United States, (ii) a corporation created in, or organised under the laws of, the United
States or any state thereof, including the District of Columbia, (iii) an estate the income of
which is includible in gross income for US federal income tax purposes regardless of its source
or (iv) a trust that is subject to US tax on its worldwide income regardless of its source.
If a partnership holds Naspers N Ordinary Shares, the tax treatment of a partner in such
partnership generally will depend upon the status of the partner and the activities of the
partnership. Any such partner or partnership should consult their tax advisors as to the U.S.
federal income tax consequences to them of the Naspers Share Subdivision.
A US Holder's receipt of Naspers N Ordinary Shares pursuant to the Naspers Share Subdivision
will be treated as a non-taxable distribution of stock in respect of their existing shares for US
federal income tax purposes. A US Holder must allocate its basis in its existing shares between
the existing shares and the Naspers N Ordinary Shares received in the Naspers Share
Subdivision in proportion to their relative fair market values as determined on the date the
Naspers N Ordinary Shares are distributed. A US Holder's holding period for the Naspers N
Ordinary Shares received pursuant to the Naspers Share Subdivision will include such holder's
holding period for the existing shares in respect of which the new Naspers N Ordinary Shares
were distributed.
US information Reporting and Backup Withholding Tax
Payments made through a US paying agent or US intermediary to a US Holder may be subject
to information reporting unless the US Holder establishes that payments to it are exempt from
these rules. Payments that are subject to information reporting may be subject to backup
withholding if a US Holder does not provide its taxpayer identification number and otherwise
comply with the backup withholding rules. Backup withholding is not an additional tax.
Amounts withheld under the backup withholding rules are available to be credited against a US
Holder's US federal income tax liability and may be refunded to the extent they exceed such
liability, provided the required information is timely provided to the IRS.
10. EXCHANGE CONTROL
The following summary is intended as a guide only of the Exchange Control Regulations
applicable to the Naspers Share Subdivision and is therefore not comprehensive. If you are in
any doubt in regard hereto, please consult your CSDP, broker, attorney, accountant, banker or
other professional adviser immediately.
Exchange controls are imposed on South African residents in terms of the Exchange Control
Regulations. The Financial Surveillance Department of the South African Reserve Bank
(FinSurv) is responsible for the day-to-day administration of the exchange controls. FinSurv
has a wide discretion which is, however, not exercised arbitrarily but is based upon a set of
norms and is subject to the policy guidelines laid down by the Minister of Finance, Director
General, and the South African Reserve Bank (SARB). The Exchange Control Regulations and
the Currency and Exchanges Manual for Authorised Dealers are collectively referred to as
"Exchange Control Rules" herein.
Certain South African banks have been appointed to act as Authorised Dealers (as defined in
the Exchange Control Rules) in foreign exchange. Authorised Dealers may buy and sell foreign
currency, subject to conditions and within limits prescribed by FinSurv. The Authorised Dealers
are also required to assist FinSurv to administer the Exchange Control Rules. All applications
to FinSurv are required to be made through an Authorised Dealer. The Currency and Exchange
Control Manual for Authorised Dealers sets out the conditions, permissions and limits applicable
to the transactions in foreign exchange which may be undertaken by Authorised Dealers, as
well as details of related administrative responsibilities. The Exchange Control Rules provide
for restrictions on exporting capital from the Common Monetary Area (CMA). Transactions
between residents of the CMA, on the one hand, and corporations and persons whose normal
place of residence, domicile or registration is outside of the CMA, on the other hand, non-
residents are subject to these Exchange Control Rules.
Currency and shares are not freely transferable from South Africa to any jurisdiction outside
the geographical borders of South Africa or jurisdictions outside of the CMA. These transfers
must comply with the Exchange Control Rules.
The concept of "emigration" as recognised by the SARB is being phased out and commenced
with effect from 1 March 2021 and is replaced by a verification process. Exchange Control
Circular 6/2021 dated 26 February 2021 and Circular 8/2021 dated 21 May 2021 set out the
changes in relation to emigrants and changes to the Exchange Control Rules with effect from 1
March 2021.
Until 28 February 2021, the Exchange Control Rules distinguished between residents, non-
residents and emigrants. As of 1 March 2021, under the new framework, natural person
residents and natural person emigrants are treated identically. To ensure a smooth transition
from the old framework to the new framework, natural persons who applied to be emigrants
under the old framework, by obtaining a MP336(b) form that was attested by an Authorised
Dealer on or before 28 February 2021, are dealt with in terms of the exchange control
procedures relating to emigration for exchange control purposes prior to 1 March 2021 provided
their emigration applications were approved on or before 28 February 2021.
For the purposes of the Exchange Control Regulations:
- a resident means any person, being a natural person or a legal entity, who has taken up
permanent residence, is domiciled or registered in South Africa;
- a non-resident is a person, being a natural person or a legal entity, whose normal place of
residence, domicile or registration is outside the CMA; and
- an emigrant means a South African resident who has left South Africa to take up permanent
residence or has been granted permanent residence in any country outside of the CMA. For
purposes of the Exchange Control Regulations read with the Exchange Control Rules, a
South African resident will only be regarded as an emigrant if he placed his emigration on
record with the SARB under the exchange control policy which applied up to 28 February
2021.
Shareholders who are uncertain as to whether they are residents or non-residents or South
African non-tax residents (emigrants) for purposes of the Exchange Control Regulations read
with the Exchange Control Rules, are advised to approach their relevant Authorised Dealer to
request confirmation.
If you are an emigrant to the CMA and your Naspers N Ordinary Shares form part of your
remaining assets, you must also provide such detail in relation to exchange control approvals
as required by your CSDP or broker in terms of the custody agreement entered into between
you and your CSDP or broker.
Residents of the CMA
In the case of:
- Certificated Naspers A Shareholders whose registered addresses in the Naspers register are
within the CMA and whose document(s) of title are not restrictively endorsed in terms of
the Exchange Control Regulations, will be delivered their shares, as the case may be, in
terms of the Naspers Share Subdivision as certificated shares and such share certificates
will be posted to the last known address of such Shareholders on the Naspers register; and
- Dematerialised and certificated Naspers N Shareholders whose registered addresses in the
Naspers register are within the CMA and whose share accounts have not been restrictively
endorsed in terms of the Exchange Control Regulations, will be delivered their Naspers N
Ordinary Shares pursuant to the Naspers Share Subdivision directly to the accounts
nominated by their duly appointed CSDP or broker in terms of the provisions of the custody
agreement with their CSDP or broker or into the Transfer Secretaries nominee account to
be held on behalf and for the benefit of such Naspers N Shareholders.
From 1 March 2021, natural person emigrants and natural person residents of the CMA are
treated identically.
Emigrants from the CMA (on or before 28 February 2021)
In the case of Shareholders who are emigrants from the CMA for exchange control purposes
and whose registered addresses are outside the CMA, the Naspers N Ordinary Shares and the
Naspers A Ordinary Shares will be delivered as applicable:
- in the case of certificated Naspers A Shareholders whose document(s) of title have been
restrictively endorsed under the Exchange Control Regulations, will be endorsed "non-
resident", and delivered to the Authorised Dealer in foreign exchange in South Africa
controlling the particular emigrants' remaining assets. It will be incumbent on the Naspers
A Shareholder concerned to approach the Authorised Dealer controlling such Naspers A
Shareholder's remaining assets and instruct the Authorised Dealer accordingly; or
- in the case of certificated Naspers N Shareholders whose document(s) of title have been
restrictively endorsed under the Exchange Control Regulations, will be endorsed "non-
resident", and delivered to the Authorised Dealer controlling the particular emigrants'
remaining assets. Should such a Shareholder not have appointed a CSDP or Authorised
Dealer, the Naspers N Ordinary Shares to which it is entitled will be delivered to a nominee
account and be held on its behalf and for its benefit. It will be incumbent on the Naspers
N Shareholder concerned to approach the Authorised Dealer controlling such Naspers N
Shareholder's remaining assets and instruct the Authorised Dealer accordingly; or
- in the case of dematerialised Naspers N Shareholders, to the emigrant share accounts of
these Shareholders held at the CSDP controlling the particular emigrants' remaining share
portfolio, or the CSDP contracted by such an Authorised Dealer, under the auspices of the
controlling Authorised Dealer.
The CSDP or broker of each Shareholder must ensure that all requirements of the Exchange
Control Regulations are adhered to in respect of their clients falling into this category of
investor.
All other non-residents of the CMA including emigrants whose shares do not form
part of their remaining assets
The Naspers A Ordinary Shares and the Naspers N Ordinary Shares accruing to Foreign Naspers
Shareholders including an emigrant whose shares do not form part of their remaining assets in
the CMA will:
- in the case of certificated Naspers A Shareholders, whose document(s) of title have been
restrictively endorsed under the Exchange Control Regulations, be deposited with an
Authorised Dealer nominated by such Naspers A Shareholder. It will be incumbent on such
Naspers A Shareholder concerned to nominate the Authorised Dealer and instruct the
Authorised Dealer accordingly; or
- in the case of certificated Naspers N Shareholders, whose document(s) of title have been
restrictively endorsed under the Exchange Control Regulations, be credited by their duly
appointed CSDP or broker directly to the accounts nominated by such Naspers N
Shareholder in terms of the Form of Instruction and Surrender. It will be incumbent on
such Naspers N Shareholder concerned to nominate the Authorised Dealer and instruct the
Authorised Dealer accordingly. Should such Certificated Naspers N Shareholder not have
appointed a CSDP or broker, the Naspers N Ordinary Shares to which it is entitled will be
delivered to the account of a nominee on their behalf for their benefit; or
- in the case of dematerialised Naspers N Shareholders, be credited with their Naspers N
Ordinary Shares directly in their account held with their duly appointed CSDP or broker, or
directly to the accounts nominated by the Foreign Naspers Shareholders in terms of the
provisions of the custody agreement with their CSDP or broker.
Cape Town, South Africa
15 September 2025
JSE Sponsor: Investec Bank Limited
Legal Advisor: Webber Wentzel
Enquiries
Investor Enquiries +1 347-210-4305
Eoin Ryan, Head of Investor Relations
Media Enquiries +31 6 15494359
Charlie Pemberton, Communications Director
Media Enquiries +27 81 431 4855
Sibusiso Tshabalala, Head of Communications,
South Africa
About Naspers
Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the largest
technology investors in the world. Through Prosus, the group operates and invests globally in markets with long-term growth
potential, building leading consumer internet companies that empower people and enrich communities. Prosus has its primary
listing on Euronext Amsterdam, and a secondary listing on the Johannesburg Stock Exchange and Naspers is the majority
owner of Prosus.
In South Africa, Naspers is one of the foremost investors in the technology sector and is committed to building its internet
and ecommerce companies. These include Takealot, Mr D Food, Autotrader, Property24 and PayU, in addition to Media24,
South Africa's leading print and digital media business.
Naspers has a primary listing on the Johannesburg Stock Exchange (NPN.SJ) and a secondary listing on the A2X Exchange
(NPN.AJ) in South Africa and a level 1 American Depository Receipt (ADR) programme which trades on an over-the-counter
basis in the US.
For more information, please visit www.naspers.com..
Naspers Labs
In 2019, Naspers Labs, a youth development programme designed to transform and launch South Africa's unemployed youth
into economic activity, was launched. Naspers Labs focuses on digital skills and training, enabling young people to pursue
tech careers.
Disclaimer
The release, publication or distribution of this announcement in jurisdictions other than South Africa may be restricted by law
and therefore persons into whose possession this announcement may come should inform themselves about, and observe,
any such applicable restrictions or requirements. Any failure to comply with such restrictions or requirements may constitute
a violation of the securities laws and regulations of any such jurisdiction. To the fullest extent permitted by applicable law,
Naspers disclaims any responsibility or liability for the violation of any restrictions or requirements by any person.
This announcement is for information purposes only and is not intended to, and does not constitute or form part of, any offer
to sell or otherwise dispose of, or the solicitation of an offer to buy, otherwise acquire or subscribe for, securities in or into
any jurisdiction in which to do so would be prohibited by applicable law, including, but not limited to, the United States, and
neither this document nor anything herein nor any copy thereof may be taken into or distributed, directly or indirectly, in or
into any jurisdiction in which to do so would be prohibited by applicable law.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in or into the United States
absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Naspers has not been and will not be registered under the U.S. Investment
Company Act of 1940, as amended (the "Investment Company Act"), and holders of any of the securities referred to herein
will not be afforded the protections of the Investment Company Act.
The information contained in this announcement does not constitute or form a part of any offer to the public for the sale of,
or subscription for, or an invitation, advertisement, or the solicitation of an offer to purchase and/or subscribe for, securities
as defined in and/or contemplated by the Companies Act, 71 of 2008 ("Companies Act"). Accordingly, this announcement
does not, nor does it intend to, constitute a "registered prospectus" or an advertisement relating to an offer to the public, as
contemplated by the Companies Act and no prospectus has been, or will be, filed with the South African Companies and
Intellectual Property Commission in respect of this announcement.
The information contained in this announcement constitutes factual information as contemplated in Section 1(3)(a) of the
South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ("FAIS Act") and should not be
construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Naspers
N Ordinary Shares or in relation to the business or future investments of Naspers, is appropriate to the particular investment
objectives, financial situations or needs of a prospective investor, and nothing contained in this announcement should be
construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. Naspers is not
a financial services provider licensed as such under the FAIS Act.
In member states of the European Economic Area ("EEA") (each, a "Relevant Member State") no action has been undertaken
or will be undertaken to make an offer to the public of securities.
This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation and has not been
approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten). For these purposes, the
expression "Prospectus Regulation" means Regulation 2017/1129/EU (and amendments thereto) and includes any relevant
implementing measure in the Relevant Member State.
The release, publication, or distribution of this announcement in jurisdictions other than South Africa may be restricted by law
and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any
applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by applicable law, Prosus and Naspers disclaim any responsibility
or liability for the violation of such requirements by any person. Nothing contained in this announcement constitutes, or is
intended to constitute, investment, tax, legal, accounting, or other professional advice.
It is the responsibility of each Shareholder (including, without limitation, nominees, agents, and trustees for such persons)
wishing to receive this announcement to satisfy themselves as to the full observance of the applicable laws of any relevant
territory, including obtaining any requisite governmental or other consents, observing any other requirements or formalities,
and paying any issue, transfer, or other taxes due in such territories. If a Shareholder does not provide the information
regarding the Authorised Dealer, CSDP or broker or does not provide instructions as required, the Naspers A Ordinary Shares
and/or Naspers N Ordinary Shares to be issued will be held in a nominee account on such Shareholder's behalf and for its
benefit.
The contents of this announcement do not constitute legal advice or purport to comprehensively deal with the legal, regulatory
and tax implications of the Naspers Share Subdivision or any other matter for each Shareholder.
Shareholders are accordingly advised to consult their professional advisers about their personal legal, regulatory and tax
positions regarding the Naspers Share Subdivision or any other matter. Shareholders are advised that the matters
contemplated in this announcement may have different consequences for each Shareholder depending on the jurisdiction in
which they reside and their other unique circumstances. Shareholders are accordingly advised to seek their own professional
advice (including tax advice) in relation to matters contained in this announcement.
Forward-looking statements
This announcement contains statements about Naspers that are, or may be, forward-looking statements. All statements (other
than statements of historical fact) are, or may be deemed to be, forward-looking statements, including, without limitation,
those concerning: strategy; the economic outlook for the industries in which Naspers operates or invests as well as markets
generally; production; cash costs and other operating results; growth prospects and outlook for operations and/or
investments, individually or in the aggregate; liquidity, capital resources and expenditure, statements in relation to the
implementation of the Naspers Share Subdivision and/or the benefits of the Naspers Share Subdivision. These forward-
looking statements are not based on historical facts, but rather reflect current expectations concerning future results and
events and generally may be identified by the use of forward-looking words or phrases such as "believe", "aim", "expect",
"anticipate", "intend", "foresee", "forecast", "likely", "should", "planned", "may", "estimated", "potential" or similar words and
phrases. Examples of forward-looking statements include statements regarding a future financial position or future profits,
cash flows, corporate strategy, implementation of the Naspers Share Subdivision and/or the benefits of the Naspers Share
Subdivision, anticipated levels of growth, estimates of capital expenditures, acquisition and investment strategy, expansion
prospects or future capital expenditure levels and other economic factors, such as, among others, growth, and interest rates.
By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events
and depend on circumstances that may or may not occur in the future. Naspers cautions that forward-looking statements are
not guarantees of future performance. Actual results, financial and operating conditions, returns and the developments within
the industries and markets in which Naspers operates and/or invests may differ materially from those made in, or suggested
by, the forward-looking statements contained in this announcement. All these forward-looking statements are based on
estimates, predictions, and assumptions, as regards Naspers, all of which estimates, predictions, and assumptions, although
Naspers believes them to be reasonable, are inherently uncertain and may not eventuate or eventuate in the manner Naspers
expects. Factors which may cause the actual results, performance, or achievements to be materially different from any future
results, performance or achievements expressed or implied in those statements or assumptions include matters not yet known
to Naspers or not currently considered material by Naspers.
Shareholders should keep in mind that any forward-looking statement made in this announcement or elsewhere is applicable
only at the date on which such forward-looking statement is made. New factors that could cause the business of Naspers not
to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the extent to
which any factor or combination of factors may cause actual results, performance, or achievement to differ materially from
those contained in any forward-looking statement is not known. Naspers has no duty to, and do not intend to, update, or
revise the forward-looking statements contained in this announcement or any other information herein, except as may be
required by law.
Date: 15-09-2025 07:05:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
