(Translation of registrant's name into English)

40 Heerengracht

Cape Town

SOUTH AFRICA 8001

( R e g i s t r a t i o n n u m b e r 1 9 6 9 / 0 0 4 7 6 3 / 0 6 )

A T T O R N E Y S

1.

2.

3.

4.

5.

6.

7.

8.

9.

1

2

The definitions on pages 5 to 9 of this document have been used in the following table of contents:

2

5

10

12

Explanatory statement in terms of section 312(1)(a)(i) of the Act (blue)

14

1. Introduction

14

2. Requirements and mechanics of schemes of arrangement

14

3. The schemes

15

4. Conditions precedent

15

5. Scheme meetings

16

6. Attendance and voting at the scheme meetings

16

7. Sanctioning of the M-Net scheme and SuperSport scheme by the Court

17

8. Election by scheme participants

17

9. The position of Phuthuma participants

18

10. Settlement of the scheme consideration

18

11. Surrender of documents of title

18

12. Action required by shareholders

19

13. Salient dates and times

21

14. Authors

23

M-Net scheme of arrangement (yellow)

24

SuperSport scheme of arrangement (green)

31

38

1. Introduction

38

2. Rationale for the scheme

38

3. Information on Naspers, M-Net and SuperSport

39

4. Financial effects attributable to the schemes

44

5. Share capital of M-Net and SuperSport

47

6. Financial information

47

7. Opinions and recommendations

48

49

1. Interests of the directors of M-Net, SuperSport and Naspers

49

2. Directors' interests in the proposed acquisition

53

3. Directors' emoluments and service contracts

53

4. Share incentive scheme

53

54

1. Major shareholders of M-Net and SuperSport

54

2. JSE and NSE listing

54

3. Consents

54

4. Costs of the proposed acquisition

55

5. Litigation statement

55

6. Directors' responsibility statement

56

7. Documents available for inspection

57

3

Notice to United States residents

58

Extracts of historical financial information on M-Net

59

Extracts of historical financial information on SuperSport

68

Extracts of historical financial information on Naspers

77

Fair and reasonable opinion of the independent advisers

91

Independent reporting accountants' report on the unaudited pro forma financial information

94

Annexure VII Trading history of M-Net/SuperSport linked shares on the JSE and the NSE and

of the Naspers shares on the JSE and Nasdaq

96

Annexure VIII South African Exchange Control Regulations

99

Table of entitlements

100

101

Form of proxy M-Net scheme meeting (pink)

Attached

Form of proxy SuperSport scheme meeting (grey)

Attached

Election, surrender and transfer form (white)

Attached

4

"Act"

the Companies Act, 1973 (Act 61 of 1973), as amended

"broker"

"business day"

any day other than a Saturday, Sunday or official public holiday in South Africa

"cash consideration"

"cents"

South African cents in the official currency of South Africa

"certificated shareholders"

holders of certificated shares

"certificated scheme participants"

scheme participants who hold certificated shares

"certificated shares"

"CGT"

"common monetary area"

South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland

"conditions precedent"

"the Court"

"CSDP"

"Custody and Administration Act"

the Custody and Administration of Securities Act, 1992 (Act 85 of 1992), as amended

"dematerialised scheme participants"

scheme participants who hold dematerialised shares

"dematerialised shareholders"

holders of dematerialised shares

"dematerialised shares"

"directors" or "the board"

as the context requires, the board of directors of M-Net and/or SuperSport

"this document"

"documents of title"

5

"election period"

"election record date"

"election, surrender and transfer form"

"explanatory statement"

"emigrant"

"Exchange Control Regulations"

"final date"

"the independent advisers"

"Johncom"

"the JSE"

the JSE Securities Exchange South Africa

"the JSE listing requirements"

the listing requirements of the JSE as amended from time to time by the JSE

"members" or "shareholders"

the registered holders of M-Net/SuperSport linked shares

"M-Net/SuperSport linked share"

"minority shareholders"

shareholders in M-Net and SuperSport, other than Naspers, MNH 98, Johncom and MultiChoice

"M-Net"

"the M-Net scheme"

"the M-Net scheme circular"

this document, insofar as it relates to the M-Net scheme

"the M-Net scheme document"

"the M-Net scheme meeting"

6

"the M-Net scheme members"

"M-Net share"

an ordinary share of 2 cents in the issued share capital of M-Net

"MNH 98"

"MultiChoice "

"Nasdaq"

the Nasdaq National Market in New York

"Naspers"

Naspers Limited (registration number 1925/001431/06), incorporated in South Africa

"Naspers share"

"Nigeria"

Federal Republic of Nigeria

"the Nigerian transfer secretaries"

City Securities Limited, a company incorporated under the laws of Nigeria

"the NSE"

The Nigerian Stock Exchange

"Open TV"

Open TV Corp (registration number IBC 347544), incorporated in the British Virgin Islands

"operative date"

"Order"

the Order of Court convening the M-Net scheme meeting and the SuperSport scheme meeting

"PFI"

"Phuthuma participants"

"the Phuthuma scheme"

"Phuthuma Trustees"

"proposed acquisition"

"rand"

South African rand, the official currency of South Africa

"the record date of the schemes"

"registered member"

"Registrar"

the Registrar of Companies in South Africa

7

"SARS"

the South African Revenue Service

"the schemes"

the M-Net scheme and the SuperSport scheme

"the scheme consideration"

the consideration offered to scheme participants, in terms of the schemes, comprising either:

the cash consideration

or, at the election of each scheme participant

the share consideration

"the scheme meetings"

the M-Net scheme meeting and the SuperSport scheme meeting

"scheme members"

as the context requires, the M-Net scheme members or the SuperSport scheme members

"the scheme participants"

"the scheme shares"

"SEC"

the US Securities and Exchange Commission

"SENS"

the Securities Exchange News Service of the JSE

"share consideration"

"South Africa"

the Republic of South Africa

"SRP"

the South African Securities Regulation Panel established in terms of section 440B of the Act

"stamp duty"

"STRATE"

"SuperSport"

"the SuperSport scheme'

"the SuperSport scheme circular"

this document insofar as it relates to the SuperSport scheme

"the SuperSport scheme document"

"the SuperSport scheme meeting"

"the SuperSport scheme members"

8

"SuperSport share"

an ordinary share of 0,01 cent in the issued share capital of SuperSport

"the South African transfer secretaries"

"transfer secretaries"

"the voting record date"

"UBC"

"US"

the United States of America, and

"US Securities Act "

the United States Securities Act of 1933, as amended.

9

(WITWATERSRAND LOCAL DIVISION)

("M-Net")

("SuperSport")

(a) without the prior consent of Naspers; or

(b) that diminishes the rights to accrue to scheme participants as contemplated in, and in terms of, the M-Net scheme.

10

M-Net scheme members who oppose the M-Net scheme may:

- vote against the M-Net scheme, either in person or by proxy,

- voice their opposition to the M-Net scheme at the M-Net scheme meeting,

- 

make representations to the Court (if the M-Net scheme is approved at the M-Net scheme meeting by the requisite majority) at the time of the Court hearing on Tuesday 16 March 2004 as to why the M-Net scheme should not be sanctioned.

Each form of proxy must be completed and signed in accordance with the instructions printed thereon and must be lodged with or posted to the abovementioned transfer secretaries to be received by no later than 08:30 local time on Tuesday 2 March 2004, or 48 (forty-eight) hours before any adjourned M-Net scheme meeting, but if not so lodged or posted will still be valid if properly completed, signed and accompanied by proof of appropriate authority and handed to the chairperson of the M-Net scheme meeting by no later than 30 (thirty) minutes before the M-Net scheme meeting is due to commence (or recommence if adjourned). Where there are joint holders of M-Net/SuperSport linked shares, any one of such persons may vote at the M-Net scheme meeting in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders be present or represented at the M-Net scheme meeting, then one of the said persons whose name stands first in the register in respect of such shares or his proxy, as the case may be, shall alone be entitled to vote in respect thereof, as if he was the sole holder of such shares. 

In terms of the Order of Court, the chairperson of the M-Net scheme meeting will report the results of such meeting to the above Honourable Court on Tuesday 16 March 2004. A copy of such report will be available on request (free of charge) to any M-Net member at the registered office referred to above, at least 1 (one) week before such report back date or in respect of any adjourned M-Net scheme meeting, for at least 1 (one) week before the report back date after the adjourned M-Net scheme meeting. 

As stated above, the M-Net scheme is subject to the fulfilment of certain conditions precedent stated in the M-Net scheme, including the sanctioning of both the M-Net scheme and the SuperSport scheme by the above Honourable Court.

11

(WITWATERSRAND LOCAL DIVISION)

("M-Net")

("SuperSport")

(a) without the prior consent of Naspers; or

(b) that diminishes the rights to accrue to scheme participants as contemplated in, and in terms of, the SuperSport scheme.

12

or the office of the transfer secretaries, Computershare Limited, Ground Floor, 70 Marshall Street, Johannesburg 2001 (PO Box 61051, Marshalltown 2107), or if you hold your M-Net/SuperSport linked shares via the NSE, City Securities Limited, 5th Floor, Primrose Tower, 17A Tinabu Street, Lagos (PO Box 9177, Lagos) during normal business hours from Friday 13 February 2004. Each SuperSport scheme member who holds certificated shares or who holds dematerialised shares through a Central Securities Depository Participant ("CSDP") and has "own-name" registration may attend, speak and vote in person at the SuperSport scheme meeting or may appoint any other person or persons (none of whom needs to be a member of SuperSport) as a proxy or proxies to attend, speak and vote in such SuperSport scheme member's place. 

Each SuperSport scheme member who holds dematerialised shares and does not have "own-name" registration must timeously inform his CSDP or broker should he wish to attend, speak and vote at the SuperSport scheme meeting or timeously provide his CSDP or broker with his voting instruction in order for the CSDP or broker to vote on his behalf at the SuperSport scheme meeting.

SuperSport scheme members who oppose the SuperSport scheme may:

- vote against the SuperSport scheme, either in person or by proxy

- voice their opposition to the SuperSport scheme at the SuperSport scheme meeting

- 

make representations to the Court (if the SuperSport scheme is approved at the SuperSport scheme meeting by the requisite majority) at the time of the Court hearing on Tuesday 16 March 2004 as to why the SuperSport scheme should not be sanctioned.

Each form of proxy must be completed and signed in accordance with the instructions printed thereon and must be lodged with or posted to the abovementioned transfer secretaries to be received by no later than 08:30 local time on Tuesday 2 March 2004, or 48 (forty-eight) hours before any adjourned SuperSport scheme meeting, but if not so lodged or posted will still be valid if properly completed, signed and accompanied by proof of appropriate authority and handed to the chairperson of the SuperSport scheme meeting by no later than 30 (thirty) minutes before the SuperSport scheme meeting is due to commence (or recommence if adjourned). Where there are joint holders of M-Net/SuperSport linked shares, any one of such persons may vote at the SuperSport scheme meeting in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders be present or represented at the SuperSport scheme meeting, then one of the said persons whose name stands first in the register in respect of such shares or his proxy, as the case may be, shall alone be entitled to vote in respect thereof, as if he was the sole holder of such shares. 

In terms of the Order of Court, the chairperson of the SuperSport scheme meeting will report the results of such meeting to the above Honourable Court on Tuesday 16 March 2004. A copy of such report will be available on request (free of charge) to any SuperSport member at the registered office referred to above, at least 1 (one) week before such report back date or in respect of any adjourned SuperSport scheme meeting, for at least 1 (one) week before the report back date after the adjourned SuperSport scheme meeting. 

As stated above, the SuperSport scheme is subject to the fulfilment of certain conditions precedent stated in the SuperSport scheme, including the sanctioning of both the SuperSport scheme and the M-Net scheme by the above Honourable Court.

13

14

The definitions on pages 5 to 9 of the document of which this explanatory statement is a part, apply in this explanatory statement.

- a meeting of its members (or members of that class) has been summoned in a manner directed by the Court

- 

the scheme is agreed to by a majority representing three-fourths of the votes exercisable by members present and voting, either in person or by proxy, at such meeting

- after such approval, the scheme is sanctioned by the Court at an open hearing, and

- the Order of Court sanctioning the scheme is lodged with, and registered by, the Registrar.

15

- 

members of M-Net and SuperSport, other than Naspers, MultiChoice, Johncom and MNH 98, who are registered members on the record date of the schemes, shall be deemed to have disposed of (and shall be deemed to have undertaken to transfer) their M-Net/SuperSport linked shares (whether they hold those shares in certificated form or in dematerialised form), to Naspers, which shall be entitled to acquire ownership of such shares

- 

in consideration for such disposal each disposing scheme participant will receive the scheme consideration comprising either (depending on the election or deemed election of the scheme participant):

the cash consideration, or

the share consideration, and

- as between M-Net and its members and SuperSport and its members, M-Net and SuperSport will, jointly, on behalf of such members:

- 

procure the transfer of the M-Net/SuperSport linked shares disposed of to Naspers on behalf of each such scheme participant against delivery of the scheme consideration, and

- 

procure the collection on behalf of each such scheme participant of the scheme consideration from Naspers and further procure the delivery of the scheme consideration so collected to each such scheme participant who has disposed of his M-Net/SuperSport linked shares against transfer thereof to Naspers.

After implementation of the schemes the M-Net/SuperSport linked shares will be delisted from the JSE and the NSE.

- in accordance with the requirements of Section 311 of the Act:

- 

the M-Net scheme being approved, with or without modification, at the M-Net scheme meeting by a majority representing not less than three-fourths of the votes exercisable by M-Net scheme members present and voting either in person or by proxy at the M-Net scheme meeting

- the Court sanctioning the M-Net scheme, and

- a certified copy of the Order of Court sanctioning the M-Net scheme being lodged with, and registered by, the Registrar, and

- the SuperSport scheme being similarly approved, sanctioned and registered

- 

the fulfilment of the conditions precedent to which the SuperSport scheme is subject, other than those: (i) set out above or (ii) which relate to the M-Net scheme.

- in accordance with the requirements of section 311 of the Act:

- 

the SuperSport scheme being approved, with or without modification, at the SuperSport scheme meeting by a majority representing not less than three-fourths of the votes exercisable by SuperSport scheme members present and voting either in person or by proxy at the SuperSport scheme meeting

- the Court sanctioning the SuperSport scheme, and

- a certified copy of the Order of Court sanctioning the SuperSport scheme being lodged with, and registered by, the Registrar, and

- the M-Net scheme being similarly approved, sanctioned and registered

- 

the fulfilment of the conditions precedent to which the M-Net scheme is subject, other than those: (i) set out above or (ii) which relate to the SuperSport scheme.

The remaining conditions precedent which are common to both schemes are:

- 

the granting of a listing by the JSE of the new Naspers class "N" ordinary shares that form part of the scheme consideration. The JSE has, subject to the fulfilment of all the conditions precedent, granted approval for the listing of the new Naspers class N ordinary shares forming part of the scheme consideration, and

- the receipt of any other regulatory approvals or consents necessary to implement the schemes being obtained, including but not

16

Hugo Steyn, Investec Corporate Finance,Telephone +27 11 286 7308.

17

Each scheme participant is entitled to elect to receive the cash consideration or the share consideration.

18

M-Net and SuperSport will jointly receive the scheme consideration on behalf of the scheme participants from Naspers and will jointly deliver the scheme consideration to the scheme participants, as set out in paragraphs 10.2 and 10.3 below. Delivery by Naspers to M-Net and SuperSport of the scheme consideration shall be the sole and exclusive manner of discharge by Naspers of its obligations in respect of the schemes and the rights of scheme participants to receive the scheme consideration will be rights enforceable by scheme participants against M-Net and SuperSport only. Such rights will only be enforceable against M-Net and SuperSport, who shall be liable jointly and severally, to the extent that M-Net and/or SuperSport have received the scheme consideration from Naspers. Scheme participants will be entitled to require M-Net and SuperSport to enforce their rights in terms of the schemes against Naspers and in particular to compel Naspers to transfer the scheme consideration to M-Net and SuperSport. No scheme participant will be entitled to claim delivery of his scheme consideration from M-Net and SuperSport if M-Net and SuperSport have not received such scheme consideration from Naspers or to hold M-Net and SuperSport liable for damages or the payment of any other amount should Naspers fail to deliver such scheme consideration to M-Net and SuperSport.

M-Net and SuperSport will jointly procure settlement of the cash consideration within five business days after the fulfilment of all the conditions precedent to those certificated scheme participants who have elected or are deemed to elect the cash consideration and who have surrendered their documents of title and furnished duly signed election, surrender and transfer forms (white) in accordance with the instructions contained therein by the record date of the schemes.

M-Net and SuperSport will jointly procure that certificates in respect of Naspers shares are sent, by registered post, at the risk of such scheme participants, to those certificated scheme participants who elect the share consideration and who surrender their documents of title, together with duly signed election, surrender and transfer forms (white) in accordance with the instructions contained therein.

M-Net and SuperSport will jointly procure that dematerialised scheme participants who elect the cash consideration and whose scheme shares are transferred to Naspers will have their accounts with their CSDP or broker credited/updated with the cash consideration within five business days of their election being received by the transfer secretaries from STRATE once all the conditions precedent have been fulfilled, dematerialised scheme participants should instruct their CSDP or broker of their election in the manner and by the deadline stipulated by their CSDP or broker, as the case may be and their CSDP or broker will instruct STRATE.

M-Net and SuperSport will jointly procure that dematerialised scheme participants who elect the share consideration will be issued with Naspers shares, provided that they have validly instructed their CSDP or broker of their election in the manner and by the deadline stipulated by their CSDP or broker, as the case may be, and their scheme shares being registered in favour of Naspers.

(This applies to certificated scheme participants only)

Certificated scheme participants are required to complete the election, surrender and transfer form (white) and send it together with their documents of title to the transfer secretaries, by the record date of the schemes in order to make their election whether to receive the cash consideration or share consideration.The election, surrender and transfer form also deals with the surrender by certificated scheme participants of their documents of title.

19

Certificated shareholders who wish to anticipate the schemes becoming operative on the operative date must complete the election, surrender and transfer form (white) and send it together with their documents of title to the transfer secretaries in advance of the record date of the schemes. In such cases:

surrendered documents of title will be held on behalf of and for the benefit of the surrendering certificated shareholder, pending the schemes becoming unconditional, failing which such documents shall be returned at the risk of the shareholder concerned; and

the scheme consideration will (if the schemes become unconditional and operative) be posted to the relevant scheme participants, at the risk of such participants, on the operative date, which is expected to be Tuesday 13 April 2004. Where the relevant documents of title are surrendered prior to the record date of the schemes but after Friday 19 March 2004, the scheme consideration will be posted to the relevant scheme participants, at the risk of such scheme participants, within five business days after receipt by the transfer secretaries of the completed election, surrender and transfer form together with the documents of title.

After the sanctioning of the schemes by the Court a further election, surrender and transfer form will be posted to certificated scheme participants.

If the relevant documents of title are not surrendered, or if the scheme consideration is returned undelivered to the transfer secretaries, such scheme consideration will be held by the transfer secretaries on behalf of and for the benefit of the relevant scheme participants until claimed. No interest will accrue or be paid to a scheme participant on any cash so held.

Please take careful note of the following provisions regarding the action required by shareholders:

 

If you are in any doubt as to the action you should take, please consult your CSDP, banker, broker, sponsor, legal adviser, accountant or other professional adviser immediately.

 

If you have not dematerialised your M-Net/SuperSport linked shares and hold your M-Net/SuperSport linked shares in certificated form the following applies:

12.3.1.1 You may attend either or both the scheme meetings in person.

12.3.1.2 

Alternatively, you may appoint a proxy to represent you at the scheme meetings by completing in respect of the M-Net scheme meeting the attached M-Net form of proxy (pink) and in respect of the SuperSport scheme meeting, the SuperSport form of proxy (grey) in accordance with the instructions thereon and returning it to the transfer secretaries, to be received by no later than 08:30 on Tuesday 2 March 2004, or handing it to the chairperson of the scheme meetings no later than 30 minutes before the relevant scheme meeting is due to commence.

You are entitled to attend or be represented by Counsel at the Court hearing for the sanctioning of the schemes at 10:00, or as soon thereafter as Counsel may be heard, in the Court, on Tuesday 16 March 2004.

20

12.3.3.1 

The election, surrender and transfer form must be completed and submitted together with the documents of title to the transfer secretaries.The election, surrender and transfer form must be used to indicate the election to be made in respect of the cash consideration or the share consideration by certificated scheme participants, which must be received by the transfer secretaries by the record date of the schemes.The election, surrender and transfer form also deals with the surrender by certificated scheme participants of their documents of title.

12.3.3.2 

12.3.3.3 

After the sanctioning of the schemes by the Court a further election, surrender and transfer form will be posted to certificated scheme participants.

12.5.1.1 

If you do not intend to attend the scheme meetings as envisaged in paragraph 12.5.2 below and wish to procure that your M-Net/SuperSport linked shares are voted thereat, you are required to notify your CSDP or broker of your voting instruction in the manner and by the deadline stipulated in the custody agreement concluded between you and your CSDP or broker. Therefore, you are not required to complete either the attached M-Net form of proxy (pink) or the SuperSport form of proxy (grey).

12.5.1.2 

If your CSDP or broker does not obtain voting instructions from you, they will be obliged to vote in accordance with the instructions, if any, contained in the custody agreement concluded between you and your CSDP or broker.

12.5.3.1 

Dematerialised scheme participants should instruct their CSDP or broker of their election in the manner and deadline stipulated by their CSDP or broker. If no instruction has been given to your CSDP or broker such dematerialised scheme participant will be deemed to have elected the cash consideration in respect of their M-Net/SuperSport linked shares.

12.5.3.2 

Following the sanctioning by the Court of the schemes and of your CSDP or broker having received your instruction as to your election to receive either the cash consideration or share consideration, dematerialised scheme participants will have their accounts held at their CSDP or broker credited/updated with the scheme consideration.

21

12.10 

If you have disposed of all your M-Net/SuperSport linked shares, this document should be handed to the purchaser of such M-Net/SuperSport linked shares or the broker, banker or other agent who disposed of your M-Net/SuperSport linked shares on your behalf.

Monday 23 February

Voting record date of the scheme meetings in order to be able to vote thereat

Monday 1 March

Last day to lodge forms of proxy for the scheme meetings (by 08:30) (see note 2 below)

Tuesday 2 March

Thursday 4 March

Publish results of M-Net and SuperSport scheme meetings on SENS (expected date)

Thursday 4 March

Publish results of M-Net and SuperSport scheme meetings in the press (expected date)

Friday 5 March

Tuesday 16 March

Publish results of Court hearing on SENS

Tuesday 16 March

Publish results of Court hearing in the press

Wednesday 17 March

Wednesday 17 March

Final date on which schemes are expected to become unconditional, which will be announced on SENS

Wednesday 17 March

Election period opens

Friday 19 March

Posting of a further election, surrender and transfer form

Friday 19 March

Listing of, and trading in, the new Naspers shares commences

Friday 19 March

22

Thursday 1 April

Friday 2 April

Expected record date of the schemes to determine participation in the schemes

Thursday 8 April

Thursday 8 April

Expected operative date of the schemes from the commencement of business

Tuesday 13 April

Thursday 15 April

1.

2.

3.

4.

5.

No dematerialisation or rematerialisation of M-Net/SuperSport linked shares will take place after Thursday 1 April 2004.

6.

7.

All times indicated above are South African times.

8.

23

For and on behalf of the board

For and on behalf of the board

For and on behalf of the board

The definitions on pages 5 to 9 of this document apply here.

At the date of this document, the authorised and issued share capital of M-Net is as follows:

Ordinary shares (300 000 000 shares of 2 cents each)

6 000

Ordinary shares (268 763 276 shares of 2 cents each)

5 375

Share premium

85 204

90 579

Subject to the schemes becoming operative, scheme participants shall, with effect from the operative date:

be deemed to have disposed of all their scheme shares to Naspers in exchange for the scheme consideration;

24

The mechanics of the M-Net scheme are as follows:

no action regarding the surrender of documents is required from dematerialised scheme participants;

4.2.3.1

4.2.3.2

4.2.5.1

4.2.5.2

Upon the schemes becoming operative, M-Net and SuperSport, as principals, will jointly be obliged:

subject to paragraphs 4.2.1 to 4.2.4 above, to procure the delivery of the scheme consideration to scheme participants.

25

Each scheme participant shall, in order to procure delivery of the scheme shares to M-Net and SuperSport for surrender to Naspers, be obliged, if (and then only to the extent that) any of his scheme shares are pledged and the name of the pledgee is known to the scheme participant, to tender payment or delivery of the scheme consideration (limited to so much thereof as is equivalent to the amount outstanding secured by such pledge) against delivery of the scheme shares in question by the pledgee to such scheme participant.

5.2.3.1

5.2.3.2

26

27

(This applies to certificated scheme participants only)

28

Authorised Dealer controlling their blocked assets for their control in terms of the Exchange Control Regulations.

The M-Net scheme is subject to the fulfilment of various conditions precedent before it becomes operative.These conditions are:

in accordance with the requirements of section 311 of the Act:

- 

the M-Net scheme is approved, with or without modification, at the M-Net scheme meeting by a majority representing not less than three-fourths of the votes exercisable by M-Net scheme members present and voting either in person or by proxy at the M-Net scheme meeting

- the Court sanctioning the M-Net scheme, and

- a certified copy of the Order of Court sanctioning the M-Net scheme being lodged with, and registered by, the Registrar

- the SuperSport scheme being similarly approved, sanctioned and registered, and

- the granting of a listing by the JSE of the new Naspers class N ordinary shares that form part of the scheme consideration.

- 

any other regulatory approvals or consents necessary to implement the M-Net scheme being obtained, including but not limited to approvals and consents from the JSE, the NSE, the SRP and the Exchange Control Department of the South African Reserve Bank, are received, either on an unconditional basis or subject to such conditions as the boards of directors of M-Net and Naspers may approve in writing

- 

the fulfilment of all conditions precedent to which the SuperSport scheme is subject, other than: (i) those set out above and (ii) those relating to the M-Net scheme.

M-Net and Naspers shall be entitled to accept and act on all documents recorded with M-Net relating to the status and capacity of any scheme participant.

Each mandate, instruction or authority with regard to the scheme shares recorded with M-Net at the record date will be deemed, unless and until revoked, to be a mandate, instruction or authority to M-Net and SuperSport and Naspers in respect of any right accruing in respect of the scheme consideration.

M-Net and Naspers hereby reciprocally undertake to each other that, immediately after the schemes become operative, each of them will sign and/or procure the signing of all documents which are necessary to be signed and will carry out and/or procure the carrying out of all acts which are necessary to be carried out to give effect to the schemes.

Upon the schemes becoming operative, documents of title relating to the M-Net/SuperSport linked shares held by scheme participants will cease to be of any value, other than for the purposes of surrender in terms of the schemes and no certificates or

29

deeds or documents will be issued by M-Net in place thereof.

On the operative date, every director of M-Net and SuperSport and every director of the transfer secretaries will irrevocably be deemed to be the attorney and agent in rem suam of each scheme participant to implement the acquisition and registration of transfer referred to in paragraphs 5, 6 and 7 above and to sign any instrument of transfer in respect thereof or any other documents required to implement the schemes.

11.4 Subject to the written consent of Naspers, the directors may consent:

before or at the M-Net scheme meeting, at any time prior to the voting in respect of the M-Net scheme, to any amendment, variation or modification of the schemes that does not diminish the rights which will accrue to a scheme participant in terms of the schemes; or

11.4.2 to any amendment, variation or modification which the Court may think fit to approve or impose,

A certificate signed by any director of M-Net stating that all the conditions of the schemes have been fulfilled and that the schemes have become operative shall be binding on M-Net, Naspers and scheme participants.

All dates and times referred to in the M-Net scheme are subject to amendment. Details of any such amendments will be published on SENS and in the press.

Naspers, MNH 98, Johncom and MultiChoice (not being M-Net scheme members or scheme participants) have agreed not to vote at the M-Net scheme meeting.

M-Net and SuperSport shall bear all costs incurred in relation to the fair and reasonable opinion, all legal, advisory, corporate finance, tax and other advisers including the costs of this document. Naspers shall bear and pay all the following costs and fees:

- 

stamp duty payable in respect of the acquisition and transfer of the scheme shares and/or issue of all shares in Naspers and the implementation of the schemes

- 

the creation duty payable by Naspers on the increase of its authorised share capital, as contemplated in section 62(2)(a) of the Act

- the issue duty payable on the issue and allotment by Naspers of the share consideration

- 

all the legal and other costs for and in connection with the schemes and their implementation, including the costs of the schemes (excluding such costs as are incurred in relation to the aforegoing by either M-Net or SuperSport)

- 

all other fees in respect of advisers including but not limited to corporate finance and compliance advice, but not including the costs incurred by M-Net and SuperSport in relation to obtaining independent advice as to the fairness and reasonableness of the offer nor the other costs incurred by M-Net and SuperSport in relation to their legal, advisory, corporate finance, tax and other advisers, and

- regulatory fees, including fees levied by the JSE and the SRP.

For and on behalf of the board

For and on behalf of the board

30

The definitions on pages 5 to 9 of this document apply here.

At the date of this document, the authorised and issued share capital of SuperSport is as follows:

Ordinary shares (1 000 000 000 shares of 0,01 cent each)

100

Ordinary shares (268 763 276 shares of 0,01 cent each)

26

Share premium

34 677

34 703

Subject to the schemes becoming operative, scheme participants shall, with effect from the operative date:

be deemed to have disposed of all their scheme shares to Naspers in exchange for the scheme consideration;

31

The mechanics of the SuperSport scheme are as follows:

no action regarding the surrender of documents is required from dematerialised scheme participants;

4.2.3.1

4.2.3.2

4.2.5.1

4.2.5.2

Upon the schemes becoming operative, SuperSport and M-Net, as principals, will jointly be obliged:

subject to paragraphs 4.2.1 to 4.2.4 above, to procure the delivery of the scheme consideration to scheme participants.

32

Each scheme participant shall, in order to procure delivery of the scheme shares to M-Net and SuperSport for surrender to Naspers, be obliged, if (and then only to the extent that) any of his scheme shares are pledged and the name of the pledgee is known to the scheme participant, to tender payment or delivery of the scheme consideration (limited to so much thereof as is equivalent to the amount outstanding secured by such pledge) against delivery of the scheme shares in question by the pledgee to such scheme participant.

5.2.3.1

5.2.3.2

33

34

(This applies to certificated scheme participants only)

35

Authorised Dealer controlling their blocked assets for their control in terms of the Exchange Control Regulations.

- in accordance with the requirements of section 311 of the Act:

- 

the SuperSport scheme is approved, with or without modification at the SuperSport scheme meeting by a majority representing not less than three-fourths of the votes exercisable by SuperSport scheme members present and voting either in person or by proxy at the SuperSport scheme meeting

- the Court sanctioning the SuperSport scheme

- a certified copy of the Order of Court sanctioning the SuperSport scheme being lodged with, and registered by, the Registrar

and

- the M-Net scheme having been similarly approved, and having been sanctioned and registered

- the granting of a listing by the JSE of the new Naspers class N ordinary shares that form part of the scheme consideration.

- 

any other regulatory approvals or consents necessary to implement the SuperSport scheme being obtained, including but not limited to approvals and consents from the JSE, the NSE, the SRP and the Exchange Control Department of the South African Reserve Bank are received, either on an unconditional basis or subject to such conditions as the boards of directors of SuperSport and Naspers may approve in writing

- 

the fulfilment of all conditions precedent to which the M-Net scheme is subject, other than: (i) those set out above and (ii) those relating to the SuperSport scheme.

SuperSport and Naspers shall be entitled to accept and act on all documents recorded with SuperSport relating to the status and capacity of any scheme participant.

Each mandate, instruction or authority with regard to the scheme shares recorded with SuperSport at the record date will be deemed, unless and until revoked, to be a mandate, instruction or authority to SuperSport and M-Net and Naspers in respect of any right accruing in respect of the scheme consideration.

SuperSport and Naspers hereby reciprocally undertake to each other that, immediately after the schemes become operative, each of them will sign and/or procure the signing of all documents which are necessary to be signed and will carry out and/or procure the carrying out of all acts which are necessary to be carried out to give effect to the schemes.

36

Upon the schemes becoming operative, documents of title relating to the M-Net/SuperSport linked shares held by scheme participants will cease to be of any value, other than for the purposes of surrender in terms of the schemes and no certificates or deeds or documents will be issued by SuperSport in place thereof.

On the operative date, every director of SuperSport and M-Net and every director of the transfer secretaries will irrevocably be deemed to be the attorney and agent in rem suam of each scheme participant to implement the acquisition and registration of transfer referred to in paragraphs 5, 6 and 7 above and to sign any instrument of transfer in respect thereof or any other documents required to implement the schemes.

11.4 Subject to the written consent of Naspers, the directors may consent:

  before or at the SuperSport scheme meeting, at any time prior to the voting in respect of the SuperSport scheme, to any amendment, variation or modification of the schemes that does not diminish the rights which will accrue to a scheme participant in terms of the schemes; or

11.4.2 to any amendment, variation or modification which the Court may think fit to approve or impose,

A certificate signed by any director of SuperSport stating that all the conditions of the schemes have been fulfilled and that the schemes have become operative shall be binding on SuperSport, Naspers and scheme participants.

All dates and times referred to in the SuperSport scheme are subject to amendment. Details of any such amendments will be published on SENS and in the press.

Naspers, MNH 98, Johncom and MultiChoice (not being SuperSport scheme members or scheme participants) have agreed not to vote at the SuperSport scheme meeting.

M-Net and SuperSport shall bear all costs incurred in relation to the fair and reasonable opinion, all legal, advisory, corporate finance, tax and other advisers including the costs of this document. Naspers shall bear and pay all the following costs and fees:

- 

stamp duty payable in respect of the acquisition and transfer of the scheme shares and/or issue of all shares in Naspers and the implementation of the schemes

- 

the creation duty payable by Naspers on the increase of its authorised share capital, as contemplated in section 62(2)(a) of the Act

- the issue duty payable on the issue and allotment by Naspers of the share consideration

- 

all the legal and other costs for and in connection with the schemes and their implementation, including the costs of the schemes (excluding such costs as are incurred in relation to the aforegoing by either M-Net or SuperSport)

- 

all other fees in respect of advisers including but not limited to corporate finance and compliance advice, but not including the costs incurred by M-Net and SuperSport in relation to obtaining independent advice as to the fairness and reasonableness of the offer nor the other costs incurred by M-Net and SuperSport in relation to their legal, advisory, corporate finance, tax and other advisers, and

- regulatory fees, including fees levied by the JSE and the SRP.

For and on behalf of the board

For and on behalf of the board

37

38

The definitions on pages 5 to 9 of this document have been used in the following valuation statement.

It was announced on SENS on 17 December 2003 and in the press on 18 December 2003 that Naspers intends to acquire the entire issued share capital of M-Net and SuperSport from the holders of the M-Net/SuperSport linked shares, other than those held by Naspers, MNH 98, Johncom and MultiChoice.The M-Net/SuperSport linked shares trade on the JSE and on the NSE and pursuant to the proposed acquisition the M-Net/SuperSport linked shares will be delisted from the JSE and the NSE. 

Naspers currently holds a direct interest of 3,82% in M-Net and SuperSport and an indirect interest of 36,78% in M-Net and SuperSport via its 50% interest in MNH 98, which holds 52,66% of M-Net and SuperSport, and its 100% interest in MultiChoice which holds 10,45% of M-Net and SuperSport. Johncom currently holds a direct interest of 1,02% in M-Net and SuperSport and an indirect interest of 25,1% via its 47,5% interest in MNH 98. 

The purpose of this document is to provide members with the relevant information material to the value of the M-Net/SuperSport linked shares. 

In consideration for the disposal of all the scheme shares to Naspers, each scheme participant shall, subject to the schemes becoming operative, be entitled to receive the scheme consideration from Naspers. Given that each SuperSport share is linked to an M-Net share, and vice versa, and trades as a linked unit on the JSE and the NSE, the implementation of the SuperSport scheme is conditional upon the approval by the requisite majority of M-Net shareholders of the M-Net scheme and the sanctioning thereof by the Court and the fulfilment of all other conditions to which the M-Net scheme is subject, other than those relating to the SuperSport scheme, and vice versa. The scheme consideration is the aggregate consideration payable to scheme participants in respect of their scheme shares, or implementation of the schemes. The scheme consideration has not been apportioned between the SuperSport shares and the M-Net shares. 

In compiling this valuation statement, in considering the terms and conditions of the relevant scheme, and in making their recommendations in paragraph 7 below, the directors of M-Net, on the one hand, have had regard to the financial position of SuperSport as set out herein, and the directors of SuperSport, on the other hand, have had regard to the financial position of M-Net as set out herein. 

The directors of M-Net and the directors of SuperSport are satisfied with the assessment by the independent advisers that the fair value of the M-Net/SuperSport linked shares is less than the share consideration or the cash consideration, and that such fair value is comprised as to 52,25% by M-Net and as to 47,75% by SuperSport.

39

* 

The impact on each of M-Net and SuperSport of the incorporation of accounting standard AC 133 ("AC 133") into South African Statements of Generally Accepted Accounting Practice, at, and for the six months to, 30 September 2003, is discussed in Annexures II and III, respectively, to this document.

- deals with the accounting of foreign currency transactions and financial instruments

- compels each of M-Net and SuperSport to value outstanding forward exchange contracts on a "mark-to-market" basis

- 

requires each of M-Net and SuperSport to charge the income statement with: (a) programming and other foreign costs on the actual market rate at the date of acquisition and (b) movements in the mark-to-market valuation of foreign exchange contracts

- has led to reduced earnings for that period

- may continue to cause severe volatility in reported earnings in future

- 

has also weakened the balance sheets of both companies and resulted in the technical insolvency of M-Net (which has no cash effect, the directors being of the opinion that the company would be able to meet its obligations as and when they fall due).

Naspers was incorporated in Cape Town on 12 May 1915 under the laws of South Africa as a public limited liability company. Naspers conducts its operations primarily through its subsidiaries and other affiliates. Its principal executive offices are located at 40 Heerengracht, Cape Town 8001. 

Naspers started as a printer and publisher of a daily newspaper in 1915. In 1916 it expanded its business by publishing its first magazine and in 1918 its book publishing operations were founded. Naspers' print media operations developed to such an extent over the years that Naspers is now one of the leading media groups in Africa. 

With the advent of electronic media in the 1980s, Naspers expanded its activities to incorporate pay-TV and later internet media platforms. In 1985, Naspers and several other South African media companies formed an electronic pay-media business, M-Net. M-Net was listed on the JSE in 1990. In October 1993, M-Net was divided into two companies. The subscriber management, signal distribution and cellular telephone businesses, together with a holding in FilmNet (a pay-television operator in Europe) were placed into a new company called MultiChoice Limited (later named MIH Holdings Limited ("MIHH")). 

In 1995, Richemont S.A. ("Richemont") and MultiChoice Limited merged their global pay-television operations, including the interest in FilmNet, MultiChoice's operations in Africa, and Richemont's interest in Telepiu into a single venture called NetHold BV ("NetHold"), which MultiChoice held through its subsidiary. In March 1997, MIH Limited ("MIHL") and Richemont merged most of NetHold's assets with Canal+, the French-based pay-television operator. However, MIHL retained NetHold's African, Mediterranean and Middle East pay-television businesses and acquired 49% of Irdeto Access from Canal+. MIH Limited also received a small interest in Canal+. MIHL subsequently sold its interest in Canal+ to fund its expansion plans, including the purchase of the remainder of Irdeto Access from Canal+, the purchase of a 31,1% interest in the Thai pay-television operator UBC and the purchase of a 44,5% interest in OpenTV. OpenTV and MIHL were listed on Nasdaq in 1999. In August 2002, MIHL sold its stake in OpenTV. 

In 1997, MIHL purchased a South African internet service provider and renamed it M-Web Holdings Limited ("M-Web"). In March 1998, M-Web was spun off as a listed entity on the JSE. It was subsequently delisted and Naspers now holds 100% of the economic interest in M-Web.

40

In January 2000, Naspers merged its existing private education business with another leading private education service provider. Educor Limited was formed and it is currently one of the leading private education providers in South Africa. During 2000, Naspers reorganised and branded its print media business under the Media24 Limited ("Media24") umbrella.

In December 2002, Naspers conducted a reorganisation pursuant to which the minority interests in MIHH and MIHL were swapped for shares in Naspers itself. Holders of MIHL shares resident in any country other than South Africa received their interest in Naspers shares in the form of Naspers American Depositary Shares (ADSs). MIHH shares were delisted from the JSE and MIHL's shares were delisted from Nasdaq. At the same time, Naspers' ADSs were listed on Nasdaq.

Naspers' business comprises the following core segments:

The Naspers group intends to continue developing its core competencies in subscriber-platform management and to maintain its leadership position in the markets in which it operates. In view of the current difficult global economic conditions, the Naspers group has scaled its businesses to deliver operational efficiencies and to increase profitability. 

The Naspers group's principal activity in China is a 50% interest in Tencent, a developer and operator of real-time communication and entertainment technologies and services.Tencent has built a position at the forefront of China's internet and wireless value-added service sector. As the operator of the largest Chinese-language instant-messaging and digital entertainment platform, QQ, it enjoys significant consumer recognition amongst China's 60 million internet users and 240 million mobile users. It was recently announced that Tencent is investigating the feasibility of an initial public offering during the course of 2004. A final decision will depend, amongst other things, on market conditions prevailing at the time.

41

The Naspers group's print media businesses are currently being positively impacted by the strong rand and improved economic conditions in South Africa. In general, circulation levels for the various newspaper and magazine titles are reasonably stable. Advertising revenues have shown satisfactory growth. The large investment in new printing facilities, property and other equipment completed over the past three years is showing positive results. 

The book publishing businesses may continue on their recovery path, despite the unpredictability of the market for public school textbooks. The private education business is being adversely impacted by the costs of the regulatory process. The business is, however, well-positioned to consolidate its position in the South African market.

The following organisational chart outlines the Naspers group and the legal ownership of some of Naspers's significant

subsidiaries. Ownership is 100% unless otherwise indicated.

The trading history of Naspers shares on the JSE is set out in paragraph 2 of Annexure VII.

The board of directors of Naspers are not aware of any material changes in the business of Naspers subsequent to the latest published audited accounts for the year ended 31 March 2003, other than in the ordinary course of business and as set out in this document.

3.2.1.1

M-Net

M-Net was registered on 20 June 1985 as a private company and commenced business as South Africa's first private subscription television service. The first broadcast was aired in October 1986. M-Net was converted to a public company on 4 May 1990. The company was listed on the JSE on 1 August 1990 and on the NSE on 19 November 1999.

42

In September 1995 the first Phuthuma empowerment share scheme, was launched whereby 28 million M-Net shares were offered to historically disadvantaged South Africans. The scheme was a great success and was oversubscribed by 30%. The current Phuthuma scheme was launched during February 1998 whereby a further 28 million shares were made available to these communities. M-Net's television channels are delivered to subscribers via analogue terrestrial and digital satellite distribution. The existing analogue system, which broadcasts the main M-Net entertainment channel and Community Services Network ("CSN") channel, has been in operation for 17 years. M-Net has expanded into the rest of Africa, initially via terrestrial rebroadcasts in Namibia in 1992 and other countries, including Botswana, Ghana, Nigeria and Egypt, which followed rapidly. 

Since October 1995 all M-Net's satellite channels have been broadcast using digital transmission. Besides inherent quality advantages, this form of transmission is cost-effective in that up to eight channels can be compressed and
broadcast via a satellite transponder compared to one using an analogue transponder. Digital services also allow more audio and data channels to be combined with a video feed and at a higher quality per feed. 

M-Net Local productions division was established in 1997 to spearhead M-Net's increased commitment to investing in the local film and television production industry. Its mandate was to conduct all local productions, international co-productions and joint ventures and to focus on the development of new niche and thematic channels. 

Until September 1997 M-Net conducted the business of subscription television services, which included the acquisition, scheduling and broadcasting of premier film and sports entertainment as well as the sale of advertising time on the M-Net channels. With effect 1 October 1997 M-Net restructured its operations by disposing of:

- its commercial airtime sales business to Oracle Airtime Sales (Proprietary) Limited ("OAS")

- 100% of its sports entertainment business to a subsidiary company of SuperSport

- 50% of its investment in OAS to SuperSport, and

- its 8,5% investment in MIHL to SuperSport.

In November 2001, M-Net acquired and cancelled 14,2 million of its own shares.

3.2.1.2

SuperSport

- 100% of M-Net's sports entertainment business

- 50% of OAS, and

- M-Net's 8,5% investment in MIHL.

In November 2001, SuperSport acquired and cancelled 14,2 million of its own shares.

3.2.2.1

M-Net

43

M-Net has an array of general entertainment and niche channels and broadcasts to more than 1,3 million subscribers in more than 40 countries across the African continent and its adjacent islands. 

M-Net's programming schedule on the main M-Net channel is positioned to provide world-class entertainment supported by leading-edge technology and innovative marketing concepts. While the company focuses mainly on movies, subscribers can also enjoy sport, children's programmes (KTV), documentaries, series and mini-series. 

In addition, M-Net broadcasts special programming on CSN in South Africa. These community channels, which are unique to M-Net, include EastNet (Asian), Canal Portuges, Canale Italia, Shalom TV (Jewish), Christian Network and Rhema TV (Christian). 

MultiChoice is responsible for all the subscriber management services.These include customer service, billing, the expansion of infrastructure in Africa and other regions, as well as ongoing technology development, installation and maintenance of decoders. 

In addition, MultiChoice also provides the DStv bouquet of channels of which M-Net provides some 14 channels. These include M-Net, as currently broadcast on the terrestrial service, an M-Net channel for each of East Africa and West Africa, four Movie Magic Channels, KTV, which offers an innovative mix of international and local children's programming, GO, a new channel aimed at the teen market, the Series Channel, which features top international series product, Channel O, an African music channel, The Action Channel, Africa Magic, which comprises content sourced exclusively from the continent, KykNet, the successful Afrikaans-language channel and a pay-per-view channel. 

The M-Net Local Production division has been responsible for a number of leading productions. Carte Blanche is an award-winning weekly actuality programme and Egoli was the first locally produced daily soap in South Africa. Egoli still commands high audience ratings and has been shown in other countries. M-Net led the way
in the reality genre and following the success of Who Wants to be a Millionaire produced the first local South African Big Brother, which broke a number of viewing records and bound the continent together. This has been followed by a second series and last year an African version was produced and screened to an audience estimated in excess of 30 million.This was the first time that this international reality format had been produced on a continental basis and proved a big hit. In addition M-Net has also produced two local versions of Idols.

SuperSport's operations comprise the acquisition, packaging and scheduling of sports-related television programming, sports-related franchising and merchandising, sports competitions, sports package tours and ownership of sports-related assets such as professional sports teams. 

It is a well-established multi-channel network which brings a wide range of major sports events from around the world, complemented by packaged programming, to its pan-African subscriber base. SuperSport offers five dedicated channels on DStv, namely SuperSport Zone, SuperSport 1, SuperSport 2, SuperSport 3 and the SuperSport Highlights channel.The value of digital television is also emphasised during events such as the cricket and soccer World Cup tournaments, the Olympic Games and the Nedbank Golf challenge when SuperSport is able to broadcast up to nine channels. In South Africa, programming is provided for the main M-Net channel as well as most of the CSN channel programmes for terrestrial broadcast and SuperSport Zone. 

SuperSport currently holds interests in a soccer team, three rugby teams, a rugby stadium, a cricket stadium and two cricket clubs. It also has a licensing agreement with SuperSport Travel, a travel agency, which specialises in sports events-related travel packages and a merchandise agreement with Woolworths for SuperSport-branded clothing. 

Mainstream revenues are earned through the sale of airtime to advertisers, sponsorships and allocation of subscription revenue and the selling of sports rights to other broadcasters. Additional revenue streams include, license and merchandise fees and trading profits to SuperSport.

The trading history of M-Net/SuperSport linked shares on the JSE and NSE is set out in paragraph 1 of Annexure VII.

44

Subsequent to 31 March 2003, Media24 Limited acquired, in terms of a put option agreement with the NR Retief Trust, an additional interest of 10,53% in its subsidiary, Paarl Media Holdings (Proprietary) Limited, for a purchase consideration of R95 million in cash. This increased Media24's effective financial interest in Paarl Media to 84,21%. This acquisition is not expected to have a material impact on the group's financial results. 

NetMed NV announced subsequent to 31 March 2003, that subject to the fulfilment of certain conditions precedent, it had reached an agreement with Teletypos SA, in terms of which Teletypos will exchange its interest in MultiChoice Hellas SA for approximately m6,6 million in cash and a 12,5% equity interest in NetMed NV.

Earnings

1

7

(13)

(286)

Headline earnings

1

57

45

(21)

Net tangible asset value

2

374

374

Net asset value

2

1 137

1 137

45

Earnings                                                                                     1, 3                                   7                             (2)                              (129) 

Headline earnings                                                                      1, 3                                 57                             53                                   (7)

Net tangible asset value                                                            2, 3                               374                            650                                 74 

Net asset value                                                                         2, 3                            1 137                         1 359                                 20

Attributable market value 

- Value at 12 December 2003                                                                                        795                             850                                   7

- 30-day weighted average                                                                                           743                             850                                14

- 60-day weighted average                                                                                           698                             850                                22

Earnings and headline earnings                                                    1                                  2                            42,3                           2 015

Net asset value                                                                             2                               (50)                            850                           1 800

46

Earnings                                                                                         1                                  9                                (2)                             (122)

Headline earnings                                                                                                              9                                 53                              489  

Net asset value                                                                             2                             (225)                          1 359                              704

If the scheme participant holds the M-Net/SuperSport linked shares as an investment:

4.3.1.1

4.3.1.2

4.3.1.3

47

4.3.1.4

At the date of this document, the authorised and issued share capital of M-Net is as follows:

Ordinary shares (300 000 000 shares of 2 cents each)

6 000

Ordinary shares (268 763 276 shares of 2 cents each)

5 375

Share premium

85 204

90 579

At the date of this document, the authorised and issued share capital of SuperSport is as follows:

Ordinary shares (1 000 000 000 shares of 0,01 cent each)

100

Ordinary shares (268 763 276 shares of 0,01 cent each)

26

Share premium

34 677

34 703

48

- 

monitoring the performance of the independent advisers in performing their duties and responsibilities regarding the providing of a fair and reasonable opinion as required in terms of Rule 3.1 of the SRP Code

- reviewing and considering the opinion of the independent advisers, and

- making a recommendation to the boards regarding the opinion of the independent advisers.

The independent advisers appointed to advise the independent committee of the boards of M-Net and SuperSport have considered the terms of the offer and are of the opinion that they are fair and reasonable. The text of the letter from the independent advisers, which sets out the assumptions made, matters considered and qualifications and limitations on the review by the independent advisers, is set out in Annexure V to this document. The independent committee has considered the terms of the offer and is in agreement with the conclusion of the independent advisers as set out in the preceding paragraph. On the advice of the independent committee, the directors of M-Net and SuperSport are of the unanimous opinion that the offer terms and conditions are fair and reasonable to M-Net and SuperSport shareholders. 

As stated in paragraph 1 above, the directors of M-Net and the directors of SuperSport are satisfied with the assessment by the independent advisers that the fair value of the M-Net/SuperSport linked share is less than the share consideration or the cash consideration, and that such fair value is comprised as to 52,25% by M-Net and as to 47,75% by SuperSport. 

Accordingly, the boards of directors of M-Net and SuperSport support the schemes and recommend that members vote in favour of the schemes.The directors of M-Net and SuperSport who hold M-Net/SuperSport linked shares intend to vote in favour of the schemes at the M-Net scheme meeting and the SuperSport scheme meeting in respect of their own holdings of M-Net/SuperSport linked shares. 

The boards of M-Net and SuperSport wish to draw shareholders' attention to the fact that M-Net/SuperSport linked shares have traded consistently at prices higher than the cash offer price since 17 December 2003, the date of the announcement of the proposed offer, due to the arbitrage opportunity created by Naspers offering a 10% discount on its trade weighted share price to M-Net/SuperSport shareholders that accept the share offer. Accordingly, shareholders that wish to receive cash for their shares may wish to consider selling their M-Net/SuperSport linked shares on the JSE, provided the share price on the JSE continues to remain in excess of the cash offer price of R8,50.

For and on behalf of the board

For and on behalf of the board

For and on behalf of the board

49

K B Sibiya

T Vosloo

D D B Band

F du Plessis

J P Bekker

J P Bekker*

V G Bray

E Botha

J S Craib

F T M Phaswana

S Dakile-Hlongwane

G J Gerwel

P C Desai

R C C Jafta

H R Enslin*

L N Jonker

P M Jenkins

S J Z Pacak*

G P Marques*

B J van der Ross

K Memani

N P van Heerden

A C G Molusi

J J M van Zyl

K D Moroka

H S S Willemse

S J Z Pacak

*Executive

The definitions on pages 5 to 9 of this document have been used in the following statement of directors' interests:

(a) On the last practicable date the directors of M-Net and SuperSport held the following M-Net/SuperSport linked shares:

50

K B Sibiya                                                                                            -                                   -                                  -                                   -

D D B Band

7 617                                   -                                  -                                   -

J P Bekker

877 100                                   -                                   -   

673 200

V G Bray

-

75 000

-

-

J S Craib

15 000

-

-

1 102 701

S Dakile-Hlongwane

-

-

-

-

P C Desai

-

-

-

-

H R Enslin

-

-

-

200 000

P M Jenkins

-

-

-

-

G P Marques

-

-

-

216 000

K Memani

-

-

-

-

A C G Molusi

-

-

-

-

K D Moroka

-

-

-

-

S J Z Pacak

75 000

-

-

50 000

C J Sidego

-

-

-

-

J J Volkwyn

-

-

-

167 087

T Vosloo

-

200 000

-

-

(b) On the last practicable date the directors of Naspers, who are not also directors of M-Net and SuperSport, held the following

M-Net/SuperSport linked shares:

J J M van Zyl

-

40 000

-

-

E Botha

200

-

-

-

(c)

K B Sibiya

18 000

-

-

-

D D B Band

323

-

-

-

V G Bray

-

25 000

-

-

J S Craib

8 000

-

-

666 888

S Dakile-Hlongwane

-

-

-

-

P C Desai

-

-

-

-

H R Enslin

-

-

-

-

P M Jenkins

-

-

-

-

G P Marques

8 474

-

-

-

K Memani

-

-

-

-

A C G Molusi

-

-

-

-

K D Moroka

-

-

-

-

C J Sidego

10 000

-

-

-

J J Volkwyn

-

-

-

-

52

(g) On the last practicable date the directors of Naspers held the following ordinary shares in Naspers Beleggings:

T Vosloo

4 100

-

-

-

J P Bekker

100

-

-

-

S J Z Pacak

-

-

-

-

J J M van Zyl

745

-

-

-

N P van Heerden

-

-

-

-

E Botha

75

-

-

-

L N Jonker

250

-

-

-

B J van der Ross

-

-

-

-

G J Gerwel

-

-

-

-

H S S Willemse

-

-

-

-

F du Plessis

-

-

-

-

F T M Phaswana

-

-

-

-

R C C Jafta

-

-

-

-

(h) 

Some of the directors of Naspers are also directors of Naspers Beleggings Limited and Keeromstraat 30 Beleggings Limited, which companies together hold 569 344 Naspers class A ordinary shares representing 79,95% of the Naspers class A ordinary shares and 56,43% of the total voting interest in Naspers. The total issued capital of Naspers Beleggings Limited and Keeromstraat 30 Beleggings Limited is 1 092 274 and 55 706 000 ordinary shares of one cent each, respectively.

(i)

(j)

(k) 

Historically S J Z Pacak, J J Volkwyn, H R Enslin and G P Marques have been participants in the SuperSport Share Incentive Scheme. In March 2003 SuperSport completed a capital reduction in terms of which Naspers N ordinary shares were distributed to its shareholders, including the SuperSport share trust. In terms of their participation in the SuperSport share incentive scheme, 2 119, 7 080, 8 475, 9 153 Naspers N ordinary shares have been allocated to S J Z Pacak, J J Volkwyn, H R Enslin and G P Marques, respectively, with vesting periods from March 2002 to February 2008.

(l)

(a) In M-Net/SuperSport linked shares:

- M-Net and SuperSport directors

(b) In Naspers shares:

- M-Net and SuperSport directors

- Naspers directors

On 28 November 2003 Mr N P van Heerden purchased 300 Naspers N ordinary shares for R11 487.

53

The emoluments and service contracts of M-Net's, SuperSport's and Naspers' directors will not be affected by the proposed acquisition.

For and on behalf of the board

For and on behalf of the board

For and on behalf of the board

54

The definitions on pages 5 to 9 of this document have been used in the following schedule of additional information:

MNH 98

141 525 490

52,7

MultiChoice

28 098 000

10,5

Phuthuma participants

28 000 042

10,4

M-Net/SuperSport share trust

11 965 955

4,5

Naspers

10 255 222

3,8

Johncom

2 730 396

1,0

Subject to the fulfilment of the conditions precedent, the JSE has granted approval for:

- the suspension of trading in M-Net/SuperSport linked shares on the JSE from the commencement of business on Friday 2 April 2004

- 

the termination of the listing of M-Net/SuperSport linked shares on the JSE from the commencement of business on Thursday15 April 2004

- the listing on the JSE of the Naspers shares that constitute the share consideration from the commencement of business on Friday 19 March 2004.

Subject to the fulfilment of the conditions precedent, the NSE has granted approval for:

- the suspension of trading in M-Net/SuperSport linked shares on the NSE from the commencement of business on Friday 2 April 2004

- the termination of the listing of M-Net/SuperSport linked shares on the NSE from the commencement of business on Thursday 15 April 2004.

55

- 

stamp duty payable in respect of the acquisition and transfer of the scheme shares and/or issue of all shares in Naspers and the implementation of the schemes

- the creation duty payable by Naspers on the increase of its authorised share capital, as contemplated in section 62(2)(a) of the Act

- the issue duty payable on the issue and allotment of the share consideration

- 

all the legal and other costs for and in connection with the schemes and their implementation, including the costs of the schemes (excluding such costs as are incurred in relation to the aforegoing by either M-Net or SuperSport)

- 

all other fees in respect of advisers including but not limited to corporate finance and compliance advice, but not including the costs incurred by M-Net and SuperSport in relation to obtaining independent advice as to the fairness and reasonableness of the offer nor the other costs incurred by M-Net and SuperSport in relation to their legal, advisory, corporate finance, tax and other advisers, and

- regulatory fees, including fees levied by the JSE and the SRP.

Except as described below or elsewhere in this document, there are no legal or arbitration proceedings pending or threatened of which Naspers is aware involving Naspers, which may have or have had a significant effect on the financial position of Naspers taken as a whole. 

In 2001 and 2002, NetMed Hellas, one of the subsidiaries of NetMed NV ("NetMed"), the Naspers group's pay-television subsidiary in Greece, instituted legal proceedings against various Greek League football teams and NetMed's then competitors, ADS and AST, because the football teams had terminated their respective broadcasting agreements with NetMed Hellas and, in place thereof, had entered into broadcasting contracts with ADS. NetMed Hellas and MultiChoice Hellas are seeking to enforce their exclusive broadcasting rights agreements with, and to recover damages from the football clubs. 

On 12 March 2003, and pursuant to the disposal by the Naspers group of its shareholding in OpenTV, Liberty Media Corporation advised the Naspers group that it was seeking indemnification for a claim that OpenTV received in terms of an arbitration demand from Thomas Weisel Partners LLC ("Weisel"), claiming that OpenTV Inc. was required to pay Weisel a fee of about US$1,9 million in connection with OpenTV's acquisition of Wink Communications Inc. It is understood that OpenTV is defending this claim. 

Touchline Media (Proprietary) Limited, a subsidiary of Media24 Limited, received a claim for damages on 24 December 2002 based on defamation, for an amount of R8 million. The claim resulted from articles and statements published in a magazine. The action is currently pending before a South African court. 

On 26 July 2002, NetMed, Myriad International Holdings BV ("Myriad") and Fidelity Management SA ("Fidelity"), among others, entered into various agreements pursuant to which Fidelity was to acquire a 22% interest in NetMed. The completion of this transaction was subject to the unconditional approval of the Greek Competition Committee before a stipulated date. The required approval was not received within the agreed period and accordingly NetMed and Myriad believed that the agreements ceased to have any force or effect. As Fidelity disputed this, NetMed and Myriad initiated arbitration proceedings under the auspices of the London Court of International Arbitration seeking confirmation from the tribunal that the agreements had lapsed. Fidelity has counterclaimed for loss and damages allegedly suffered as a result of the actions of NetMed and Myriad. Fidelity has also initiated legal proceedings in the South African courts against Naspers, MIH Holdings Limited ("MIHH") and an employee of Myriad claiming approximately US$62 million (alternatively, approximately US$114 million) on the grounds that these parties unlawfully caused NetMed to terminate its agreements with Fidelity, thereby causing Fidelity financial loss. 

On 22 November 2001, David Zietsman and certain related parties launched proceedings against MultiChoice Africa Limited ("MCA"), M-Net and Vodacom (Proprietary) Limited (the "Defending Companies"), for interdicts and damages arising from alleged breaches by the Defending Companies of confidentiality agreements relating to information which he claimants maintained had been disclosed to MCA. MIHH was joined as a defendant at a later stage in the proceedings. The plaintiffs notified the Defending Companies in approximately June 2002 that they intended to increase the amount claimed from approximately R2,9 million to approximately R118 million. If such increase is formally effected and the claimants are fully successful in their action, then these proceedings may have a significant effect on the financial position of the Naspers group. 

In December 2000, MultiChoice Hellas received a tax assessment for approximately m5,4 million flowing from the tax treatment of advertising and marketing costs and municipal duties. The company challenged the assessment and the Court of First Instance has recently found against the company. MultiChoice Hellas has appealed this decision and the obligation to pay the amount involved has been suspended pending a hearing of the appeal.

56

The directors of M-Net and SuperSport, insofar as any information in this document, including the:

- explanatory statement

- valuation statement

- statement of directors' interests, and

- this statement of additional information, relates to M-Net and SuperSport:

- have considered all statements of fact and opinion in this document

- accept, individually and collectively, full responsibility for the accuracy of the information given

- 

certify that, to the best of their knowledge and belief, there are no omissions of material facts or considerations which would make any statement of fact or opinion contained in this document false or misleading

- have made all reasonable enquiries in this regard.

The directors of Naspers, insofar as any information in this document, including the:

- explanatory statement

- valuation statement

- statement of directors' interests, and

- this statement of additional information, relates to Naspers:

- have considered all statements of fact and opinion in this document

- accept, individually and collectively, full responsibility for the accuracy of the information given

- 

certify that, to the best of their knowledge and belief, there are no omissions of material facts or considerations which would make any statement of fact or opinion contained in this document false or misleading

- have made all reasonable enquiries in this regard.

57

- a signed copy of this document

- the Naspers memorandum and articles of association

- the M-Net memorandum and articles of association

- the SuperSport memorandum and articles of association

- the agreement between Naspers, M-Net and SuperSport setting out the terms of the proposed acquisition

- a copy of the Order of Court convening the M-Net scheme meeting

- a copy of the Order of Court convening the SuperSport scheme meeting

- the audited annual financial statements of Naspers for the last five reporting periods ended 31 March 2003

- the audited annual financial statements of M-Net for the last five reporting periods ended 31 March 2003

- the audited annual financial statements of SuperSport for the last five reporting periods ended 31 March 2003

- 

the signed letters of consent of the attorneys, attorneys to the transaction, attorneys to Naspers, merchant bank and transactional sponsor, independent advisers to the minority shareholders, independent reporting accountants and sponsors, consenting to the publication of their names in the form and context in which they appear in this scheme circular referred to in paragraph 3 above

- the fair and reasonable opinion from the independent advisers to the independent committee of the boards of M-Net and SuperSport

- the terms of the Johncom option referred to on page 53 of this document

- 

the independent reporting accountant's report on the pro forma financial effects from PricewaterhouseCoopers Inc. referred to in paragraphs 4.1 and 4.2 to the valuation statement to this document, and

- a signed copy of the M-Net scheme (yellow), SuperSport scheme (green) and the explanatory statement (blue).

For and on behalf of the board

For and on behalf of the board

For and on behalf of the board

58

The definitions on pages 5 to 9 of this document have been used in the following notice to United States residents:

The Naspers shares are being offered to you in accordance with Rule 802 of the US Securities Act of 1933 (the "US Securities Act") and have not been and will not be registered under the US Securities Act or the securities laws of any state of the United States. 

This exchange offer is made for the securities of a foreign company (South African).The offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in this document, if any, have been prepared in accordance with South African generally accepted accounting principals that may not be comparable to the financial statements of United States companies. 

It may be difficult for you to enforce your rights and any claim you may have arising under the United States federal securities laws, since Naspers is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the United States securities laws. It may be difficult to compel a South African company and its affiliates to subject themselves to a judgement by a United States court. 

You should be aware that Naspers might purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases. 

The Naspers shares have not been approved or disapproved by the US Securities and Exchange Commission or any US state securities commission, nor has the US Securities and Exchange Commission or any US state securities commission passed upon the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

59

Revenue, net

1 008 941

1 205 435

1 287 223

1 376 808

695 946

Cost of sales and provision of services

(724 131)

(880 671)

(935 833)

(947 476)

(375 254)

Gross profit

284 810

324 764

351 390

429 332

320 692

Operating costs

(163 738)

(195 284)

(197 747)

(235 181)

(105 592)

Operating profit

121 702

129 480

153 643

194 151

215 100

Finance (costs)/income

(7 150)

1 728

4 457

(39)

(217 570)

Profit/(loss) before taxation

113 922

131 208

158 100

194 112

(2 470)

Taxation

(47 021)

(49 400)

(59 425)

(67 146)

Net profit/(loss) for the period

66 901

81 808

98 675

126 996

(2 470)

Basic

25,0

30,5

37,0

50,2

(0,97)

Diluted

24,8

30,3

36,9

50,0

(0,97)

Basic

267 919 868

267 899 850

266 565 366

253 025 158

255 766 066

Diluted

269 817 837

269 797 819

267 559 866

254 019 171

255 766 066

Total assets

870 374

934 573

1 204 325

1 232 249

1 017 968

Total shareholders' equity/(deficit)

138 218

124 393

143 526

156 105

(190 334)

Cash inflow from operating activities

23 893

70 329

114 760

207 117

50 010

Cash outflow from investing activities

(23 561)

(39 975)

(12 459)

(9 726)

(9 220)

Cash in/(out) flow from financing activities

198

88 758

(101 177)

60

At 30 September 2003 and 31 March 2003 and 2002

Property and equipment, net

101 599

104 707

121 555

Investments and loans

64

64

64

Total non-current assets

101 663

104 771

121 619

Programme and film rights

548 123

644 192

654 848

Receivables and prepayments

211 181

345 282

260 316

Cash and bank balances

157 001

138 004

167 542

Total current assets

916 305

1 127 478

1 082 706

1 017 968

1 232 249

1 204 325

Share capital and share premium

47 232

47 232

82 396

Foreign currency translation (loss)/reserve

(25 532)

(4 036)

9 174

Retained (loss)/earnings

(212 034)

112 909

51 956

(190 334)

156 105

143 526

Trade and other payables

38 636

15 556

12 651

Foreign exchange contracts

191 863

Deferred tax

47 083

191 129

184 775

Total non-current liabilities

277 582

206 685

197 426

Trade and other payables

537 946

827 558

741 506

Taxation

18 912

41 901

9 325

Foreign exchange contracts

373 862

Bank overdrafts

112 542

Total current liabilities

930 720

869 459

863 373

1 208 302

1 076 144

1 060 799

1 017 968

1 232 249

1 204 325

61

For the years ended 31 March 2003 and 2002 and the six months ended 30 September 2003

Net revenues

695 946

1 376 808

1 287 223

Cost of sales and provision of services

(375 254)

(947 476)

(935 833)

320 692

429 332

351 390

Operating expenses

(105 592)

(235 181)

(197 747)

215 100

194 151

153 643

Finance (costs)/income

(217 570)

(39)

4 457

(2 470)

194 112

158 100

Income taxation

(67 146)

(59 425)

(2 470)

126 966

98 675

Basic

(0,97)

50,2

37,0

Diluted

(0,97)

50,0

36,9

Basic

(0,97)

50,2

37,0

Diluted

(0,97)

50,0

36,9

Basic

255 766 066

253 025 158

266 565 366

Diluted

255 766 066

254 019 171

267 559 866

62

Cash generated from operating activities

94 413

235 372

145 924

Finance (costs)/income

(3 368)

(39)

4 457

Taxation paid

(41 035)

(28 216)

(35 621)

50 010

207 117

114 760

Property, plant and equipment

(9 220)

(9 874)

(13 275)

Proceeds on disposal of property, plant and equipment

148

816

(9 220)

(9 726)

(12 459)

Treasury shares

-

243

(1 355)

Share acquisition and cancellation of treasury shares

-

-

(32 864)

Net capital reduction cash

-

(35 407)

-

Dividends paid

-

(66 013)

(54 539)

(101 177)

(88 758)

40 790

96 214

13 543

138 004

55 000

32 283

Foreign currency translation (loss)/reserve

(21 793)

(13 210)

9 174

157 001

138 004

55 000

63

Audited for the years ended 31 March 2003 and 2002 and reviewed for the six months ended 30 September 2003

Balance at 1 April 2001

116 573

-

7 820

124 393

Net profit for year

-

-

98 675

98 675

Net dividends paid

-

-

(54 539)

(54 539)

Treasury shares sold

183

-

-

183

Foreign currency translation reserve

-

9 174

-

9 174

Acquisition of shares held as treasury shares by the share trust

(1 496)

-

-

(1 496)

Share acquisition and cancellation

(32 864)

-

-

(32 864)

82 396

9 174

51 956

143 526

Net profit for year

-

-

126 966

126 966

Net dividends paid

-

-

(66 013)

(66 013)

Treasury shares sold

243

-

-

243

Foreign currency translation loss

-

(13 210)

-

(13 210)

Cash distribution

(37 505)

-

-

(37 505)

Cash distribution to the M-Net Share Trust

2 098

-

-

2 098

47 232

(4 036)

112 909

156 105

Effect of adoption of AC 133

-

-

(322 473)

(322 473)

As restated

47 232

(4 036)

(209 564)

(166 368)

Foreign currency translation loss

-

(7 049)

-

(7 049)

Cash flow hedge net fair value loss

-

(14 447)

-

(14 447)

Net loss for period

-

-

(2 470)

(2 470)

47 232

(25 532)

(212 034)

(190 334)

The financial statements are prepared on the historical cost basis. The principal accounting policies adopted by M-Net which comply with South African Statements of Generally Accepted Accounting Practice, are set out below. 

The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.

64

Copyrights and trademarks are capitalised and amortised using the straight-line method over their expected useful lives.

Computer and office equipment

3 10 years

Furniture and fittings

10 years

Motor vehicles

5 years

Buildings

50 years

Major improvements to leasehold properties are amortised over the period of the respective leases.

Repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

65

All programme production costs in excess of the expected net realisable value of the production on completion, are expensed when contracted.

M-Net is also party to financial instruments that reduce exposure to fluctuations in foreign currency exchange rates.

66

The financial impact of the adoption of AC 133 at 1 April 2003 is as follows:

- 

A charge of R322,5 million was recorded against opening retained earnings (net of deferred income tax of R138 million) in respect of derivative instruments, which did not qualify for hedge accounting. A fair value loss of R237 million was recorded in the income statement for the six months ended 30 September 2003.

- 

A fair value loss of R14,4 million in respect of derivative contracts that are designated and qualify as cash flow hedges, has been recognised in equity for the six months ended 30 September 2003.

In accordance with the requirements of AC 133, the comparative financial information for prior years has not been restated.

67

Revenue includes advertising, sponsorship and other revenue and excludes value-added tax.

Pay-television subscription fees are earned over the period of providing services.

Other revenues earned by M-Net are recognised on the following bases:

- Interest income as it is accrued (taking into account the effective yield on the asset) unless collectability is in doubt

- Dividend income when the shareholder's right to receive payment is established

Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared.

Dividends are recognised in the group's financial statements in the period in which they are approved by the M-Net shareholders.

68

Revenue, net

622 138

703 569

839 034

960 877

452 790

Cost of sales and provision of services

(572 186)

(514 154)

(609 390)

(714 784)

(295 290)

Gross profit

49 952

189 415

229 644

246 093

157 500

Operating costs net of other income

(127 836)

(149 651)

(158 870)

(61 143)

Operating profit

49 952

61 579

79 993

87 223

96 357

Financial income/(costs), net

7 860

13 537

12 857

20 804

(92 781)

Share of results of associates

-

-

-

2 320

1 953

Fair value gain on listed investment

-

-

-

-

4 663

Impairment of investment in MIH Limited

-

-

-

(123 625)

-

Profit/(loss) before taxation

57 812

75 116

92 850

(13 278)

10 192

Net income/(loss)

40 608

50 903

62 124

(46 483)

7 631

Basic

15,0

19,0

23,3

(18,4)

2,98

Diluted

15,0

18,9

23,1

(18,4)

2,94

Basic

15,0

20,6

22,6

34,8

2,98

Diluted

15,0

20,5

22,4

34,4

2,94

Basic

267 919 868

267 899 850

266 565 366

253 025 158

255 766 066

Diluted

268 919 825

268 899 807

268 855 113

255 326 760

259 043 543

Total assets

807 526

827 141

935 628

635 266

720 714

Total shareholders' equity

507 991

531 826

532 476

172 818

63 727

Cash flow from operating activities

45 196

48 829

53 755

77 799

24 851

Cash (out)/in flow from investing activities

(47 429)

(16 351)

4 876

(9 180)

(3 009)

Cash (out)/in flow from financing activities

(8 490)

(10 747)

(61 474)

(58 676)

4 655

69

At 30 September 2003 and 31 March 2003 and 2002

Property and equipment, net

20 154

20 822

18 495

Intangible assets, net

11 813

11 954

15 895

Investments in associates

47 795

44 106

46 447

Investments in joint ventures

4 232

4 576

5 686

Investments and loans

14 927

13 876

392 000

Embedded derivative asset

110 652

-

-

Total non-current assets

209 573

95 334

478 523

Programme and film rights

199 211

306 835

269 133

Receivables and prepayments

239 681

167 039

141 618

Taxation

19 759

9 998

Cash and bank balances

72 249

46 299

36 356

Total current assets

511 141

539 932

457 105

720 714

635 266

935 628

Share capital and share premium

55 213

50 558

348 498

Retained earnings

8 514

122 260

183 978

63 727

172 818

532 476

Foreign exchange contracts

191 492

-

-

Deferred tax

3 341

81 489

65 476

Total non-current liabilities

194 833

81 489

65 476

Trade and other payables

260 900

380 959

337 676

Foreign exchange contracts

201 254

-

-

Total current liabilities

462 154

380 959

337 676

656 987

462 448

403 152

720 714

635 266

935 628

70

For the six months ended 30 September 2003 and years ended 31 March 2003 and 2002

Revenues

452 790

960 877

839 034

Cost of sales and provision of services

(295 290)

(714 784)

(609 390)

157 500

246 093

229 644

Operating costs net of other income

(61 143)

(158 870)

(149 651)

96 357

87 223

79 993

Finance (costs)/income

(92 781)

20 804

12 857

Impairment of investment in MIH Limited

-

(123 625)

-

Fair value gain on listed investment

4 663

-

-

Equity results in associates

1 953

2 320

-

10 192

(13 278)

92 850

Income tax

(2 561)

(33 205)

(30 726)

7 631

(46 483)

62 124

Basic

2,98

(18,4)

23,3

Diluted

2,94

(18,4)

23,1

Basic

2,98

34,8

22,6

Diluted

2,94

34,4

22.4

Basic

255 766 066

253 025 158

266 565 366

Diluted

259 043 543

255 326 760

268 855 113

71

For the six months ended 30 September 2003 and years ended 31 March 2003 and 2002

Cash generated from operating activities

25 092

83 948

86 100

Finance income

7 640

20 804

12 857

Taxation paid

(8 428)

(26 953)

(45 202)

24 304

77 799

53 755

Purchase of intangible assets

-

(2 838)

(1 888)

Property, plant and equipment acquired

(544)

(5 664)

(1 640)

Proceeds on disposal of property, plant and equipment

-

2

-

(Increase)/decrease in investments and loans in associates

(2 465)

(680)

8 404

(3 009)

(9 180)

4 876

Treasury shares sold

4 655

(8 033)

(3 465)

Share acquisition and cancellation of treasury shares

-

-

(45 382)

Net capital reduction cash

-

(35 408)

-

Dividends paid

-

(15 235)

(12 627)

4 655

(58 676)

(61 474)

25 950

9 943

(2 843)

46 299

36 356

39 199

72 249

46 299

36 356

72

Audited for the years ended 31 March 2003 and 2002 and reviewed for the six months ended 30 September 2003

Balance at 1 April 2001

397 345

134 481

531 826

Net profit for year

-

62 124

62 124

Net dividends paid

-

(12 627)

(12 627)

Treasury shares sold

(1 398)

-

(1 398)

Acquisition of shares held as treasury shares by the SuperSport Share Trust

(2 067)

-

(2 067)

Share acquisition and cancellation

(45 382)

-

(45 382)

348 498

183 978

532 476

Net loss for year

-

(46 483)

-(46 483)

Net dividends paid

-

(15 235)

(15 235)

Treasury shares sold

(8 033)

-

(8 033)

Capital reduction cash

(37 505)

-

(37 505)

Cash distribution to the SuperSport Share Trust

2 097

-

2 097

Capital reduction shares

(268 375)

-

(268 375)

Share distribution to the SuperSport Share Trust

13 876

-

13 876

50 558

122 260

172 818

Effect of adoption of AC 133

-

(121 377)

(121 377)

As restated

50 558

883

51 441

Net profit for period

-

7 631

7 631

Treasury shares sold

4 655

-

4 655

55 213

8 514

63 727

Intra-group sales and profits are eliminated on consolidation and the turnover and profit figures, relate to external transactions only.

73

Naming rights are carried at cost and are amortised against income over the period during which future benefits are expected to arise.

74

Buildings

50 years

Computer and office equipment

3 10 years

Machinery, furniture and equipment

5 years

Motor vehicles

3 years

Major improvements to leasehold properties are amortised over the period of the respective leases.

Repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

SuperSport is also party to financial instruments that reduce exposure to fluctuations in foreign currency exchange rates.

75

These instruments, which are mainly foreign currency forward contracts and foreign currency call and put contracts, are not recognised in the financial statements on inception. The purpose of these instruments is to reduce risk. These contracts protect SuperSport from movements in exchange rates by establishing the rate at which a foreign currency asset or liability will be settled. Any increase or decrease in the amount required to settle the asset or the liability is off-set for financial reporting purposes and is not recognised in the financial statements. 

After 1 April 2003: 

With effect from 1 April 2003, SuperSport adopted AC 133 "Financial Instruments: Recognition and Measurement". Derivative financial instruments are initially recognised in the balance sheet at cost and subsequently are remeasured at their fair value.The method of recognising the resulting gain or loss is dependent on the nature of the item being hedged. On the date a derivative contract is entered into, SuperSport designates certain derivatives as either: (1) a hedge of the fair value of a recognised asset or liability (fair value hedge) or (2) a hedge of a forecasted transaction or of a firm commitment (cash flow hedge). 

 

Changes in the fair value of derivatives that are designated and qualify as fair value hedges and that are highly effective, are recorded in the income statement, along with any changes in the fair value of the hedged asset or liability that is attributable to the hedged risk. 

Changes in the fair value of derivatives that are designated and qualify as cash flow hedges and that are highly effective, are recognised in equity. Where the forecasted transaction or firm commitment results in the recognition of an asset or of a liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability. Otherwise, amounts deferred in equity are transferred to the income statement and classified as revenue or expense in the same periods during which the hedged firm commitment or forecasted transaction affects the income statement. 

Certain derivative transactions, while providing effective economic hedges under SuperSport's risk management policies, do not qualify for hedge accounting under the specific rules in AC 133. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting under AC 133 are recognised immediately in the income statement. 

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting under AC 133, any cumulative gain or loss existing in equity at that time remains in equity and is recognised, when the committed or forecasted transaction ultimately is recognised in the income statement. However, if a committed or forecasted transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement. 

SuperSport documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions.This process includes linking all derivatives designated as hedges to specific assets and liabilities or to specific firm commitments or forecast transactions. SuperSport also documents its assessment, both at the hedge inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. 

The financial impact of the adoption of AC 133 at 1 April 2003 is as follows: a charge of R121,4 million was recorded against opening retained earnings (net of deferred income tax of R52 million) in respect of derivative instruments which did not qualify for hedge accounting. A fair value loss of R100 million was recorded in the income statement for the six months ended 30 September 2003. 

In accordance with the requirements of AC 133, the comparative financial information for prior years has not been restated. 

Deferred taxation 

Deferred income taxation is provided in full, using the liability method, for all temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Currently enacted tax rates are used to determine deferred income taxation. 

The principal temporary differences arise from various provisions, sports events rights, prepayments and tax losses carried forward. Deferred taxation assets relating to the carrying forward of unused tax losses are recognised to the extent that it is probable that future taxable profit will be available, against which the unused tax losses can be utilised. 

Employee benefits 

Pension obligations 

SuperSport's contribution to the defined contribution plan for employees are charged to operating results as incurred. A defined contribution plan is a pension plan under which SuperSport pays fixed contributions into a separate entity (fund) and will have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees benefits relating to employee service in the current and prior periods. 

Employee leave entitlement 

Employee entitlements to annual leave are recognised when they accrue to employees. An accrual is made for the annual leave liability as a result of services rendered up to the balance sheet date.

76

Cash and cash equivalents consist of cash on hand and balances with banks, including bank overdrafts.

Sales are recognised upon performance of services, net of value-added tax and discounts.

Pay-television subscription fees are earned over the period of providing services.

Other revenues earned by SuperSport are recognised as follows:

- Interest income as it is accrued (taking into account the effective yield on the asset) unless collectability is in doubt

- Dividend income when the shareholder's right to receive payment is established.

Revenue in the income statement includes sales as above and dividends received.

Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared.

Dividends are recorded in the group's financial statements in the period in which they are approved by SuperSport's shareholders.

77

5 593

5 445

11 187

Earnings before interest, tax depreciation and amortisation (EBITDA)

878

455

1 191

Depreciation

(282)

(377)

(664)

Operating profit before amortisation and impairment

596

78

527

Amortisation

(171)

(176)

(342)

Impairment of programming rights

-

(148)

(155)

Operating profit/(loss)

425

(246)

30

Finance costs

(208)

(168)

(223)

Share of equity-accounted results

28

83

169

Exceptional items

35

(397)

61

Profit/(loss) before taxation

280

(728)

37

Taxation

(174)

(92)

(159)

Minority interest

(88)

370

(162)

Net profit/(loss) from continuing operations

18

(450)

(284)

Loss from discontinuing operations

-

(154)

(141)

Profit arising on discontinuance of operations

-

746

751

Net income attributable to shareholders

18

142

326

148

(143)

(33)

Headline earnings/(loss) per N ordinary share (cents)

57

(96)

(19)

Earnings per N ordinary share (cents)

7

96

185

Fully diluted earnings per N ordinary share (cents)

7

96

185

Net number of shares issued ('000)

at period-end

258 778

148 084

258 151

weighted average for period

258 465

148 084

176 556

fully diluted weighted average

260 116

153 689

182 161

78

Non-current assets

6 174

5 583

6 904

Property, plant and equipment

3 269

3 911

3 592

Goodwill and other intangibles

1 974

785

2 225

Investments and loans

650

442

734

Programme and film rights

115

380

227

Deferred taxation

166

65

126

Current assets

4 850

6 060

5 276

11 024

11 643

12 180

Share capital and reserves

2 942

763

3 511

Minority interest

172

706

301

Non-current liabilities

3 022

4 895

3 097

Capitalised finance leases

1 990

2 754

2 277

Liabilities interest-bearing

681

1 576

412

non-interest-bearing

112

369

191

Post-retirement medical liability

160

126

146

Deferred taxation

79

70

71

Current liabilities

4 888

5 279

5 271

11 024

11 643

12 180

Net asset value per N ordinary share (cents)

1 137

515

1 360

79

At 31 March 2003 and 2002

Property, plant and equipment

3 592 251

4 502 207

Goodwill and other intangible assets

2 224 935

3 614 008

Investments and loans

733 460

644 006

Marketable debt and equity securities

-

779 770

Programme and film rights

227 295

508 747

Deferred taxation

126 114

58 821

Total non-current assets

6 904 055

10 107 559

Inventory

412 580

483 922

Programme and film rights

403 973

436 202

Accounts receivable

1 151 823

1 534 884

Other receivables

324 667

605 054

Amounts owing by related parties

38 070

36 624

Marketable debt and equity securities

152 559

442 841

Cash and cash deposits

2 792 117

2 998 503

Total current assets

5 275 789

6 538 030

12 179 844

16 645 589

Share capital and premium

4 520 883

1 857 104

Non-distributable reserves

118 744

946 548

Distributable reserves

(1 128 533)

(1 417 236)

Total shareholders' equity

3 511 094

1 386 416

300 842

4 364 117

Post-retirement medical liability

146 256

125 843

Long-term liabilities

Capitalised finance leases

2 277 153

3 031 373

Interest-bearing loans

412 372

1 528 095

Programme and film rights

157 508

302 287

Non-interest-bearing loans

33 214

62 383

Deferred taxation

70 671

67 365

Total non-current liabilities

3 097 174

5 117 346

Current portion of long-term liabilities

1 246 645

849 825

Provisions

60 062

170 944

Accounts payable

944 296

1 011 184

Accrued expenses and other current liabilities

1 923 762

2 346 839

Amounts owing to related parties

259 171

156 686

Taxation

222 664

125 681

Bank overdrafts and short-term loans

614 134

1 116 551

5 270 734

5 777 710

12 179 844

16 645 589

80

11 186 719

9 836 609

8 265 650

6 670 117

Cost of providing services and sale of goods

(6 443 877)

(5 786 549)

(4 894 055)

(4 199 282)

Selling, general and administration expenses

(3 551 248)

(3 340 884)

(3 191 732)

(2 149 377)

Depreciation of property, plant and equipment

(664 116)

(636 158)

(464 021)

(341 678)

Amortisation of goodwill and other intangible assets

(341 893)

(373 434)

(43 829)

Impairment of programme rights

(155 316)

-

-

-

Net finance costs

(222 954)

(411 745)

(301 487)

(199 342)

Income from investments

20

3 831

797

2 765

Share of equity-accounted results

168 496

157 265

(59 743)

(7 110)

Exceptional items (note 1)

61 300

5 062

815 335

3 817 287

Taxation

(159 645)

(147 814)

(158 344)

(67 053)

Minority interest

(161 793)

328 128

183 531

(264 306)

(Loss)/profit from discontinuing operations

(140 810)

(605 313)

847 826

130 707

Profit/(loss) arising on discontinuance of operations

750 878

(952 248)

-

-

Earnings/(loss) per N ordinary share (cents)

basic

185

(1 320)

715

2 771

fully diluted

185

(1 320)

679

2 515

Headline loss per N ordinary share (cents)

(19)

(313)

(346)

(153)

Dividend per A ordinary share (cents)

5

-

-

-

Dividend per N ordinary share (cents)

25

24

24

22

Proposed dividend per A ordinary share (cents)

6

-

-

-

Proposed dividend per N ordinary share (cents)

30

-

-

-

 

For the years ended 31 March 2003 and 2002

Cash from activities

1 943 045

703 904

Investment income received

20

3 831

Dividends received from equity-accounted companies

49 148

40 609

Cash generated from operating activities

1 992 213

748 344

Finance cost paid

(516 954)

(488 106)

Taxation paid

(69 314)

(32 315)

Dividends paid

(37 058)

(35 514)

Dividends paid to minority shareholders

(25 948)

(2 660)

Cash utilised in discontinuing operations

(277 049)

(573 991)

1 065 890

(384 242)

Property, plant and equipment acquired

(492 135)

(551 557)

Proceeds from disposal of property, plant and equipment

63 583

85 817

Additional investment in existing subsidiaries

(50 198)

(122 241)

Acquisition of subsidiaries

(416 434)

Disposal of subsidiaries

(566 409)

(20 122)

Net investment in associated and other companies

132 243

(90 669)

Investment in intangible assets

(63 845)

(15 028)

Short-term marketable debt and equity instruments sold

1 210 497

42 279

233 736

(1 087 955)

Net (repayments)/advances of long-term loans and liabilities

(520 088)

754 024

Repayments of capitalised lease liabilities

(191 258)

(227 519)

Increase in short-term loans

60 098

13 351

Issue of shares capital and premium

84 512

Contributions by minority shareholders

14 956

194 496

(636 292)

818 864

Net increase/(decrease) in cash and cash equivalents

663 334

(653 333)

Forex translation adjustments on cash and cash equivalents

(367 303)

541 725

Cash and cash equivalents at beginning of year

1 881 952

1 993 560

2 177 983

1 881 952

82

For the years ended 31 March 2003, 2002 and 2001

Foreign currency translation

-

-

-

-

341 287

341 287

Treasury shares movement

-

926

-

-

-

926

54 895

-

-

54 895

8 639

-

-

8 639

Net attributable income

-

-

999 928

-

-

999 928

Dividends

-

-

(33 576)

-

-

(33 576)

Foreign currency translation

-

-

-

-

556 663

556 663

227 583

-

-

-

227 583

Treasury shares movement

-

2 584

-

-

-

2 584

8 345

-

-

8 345

Transfer between reserves

-

-

1 523

(1 523)

-

-

Net attributable loss

-

-

(1 923 250)

-

-

(1 923 250)

Dividends

-

-

(38 174)

-

-

(38 174)

Foreign currency translation

-

-

-

-

(827 804)

(827 804)

3 394 606

-

-

-

3 394 606

Treasury shares movement

-

(730 827)

-

-

-

(730 827)

Net attributable income

-

-

325 761

-

-

325 761

Dividends

-

-

(37 058)

-

-

(37 058)

83

Where necessary, accounting policies for subsidiaries have been changed to ensure consistency with the policies adopted by the Group.

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net assets of the acquired subsidiary, associate or joint venture undertaking at the date of acquisition. Goodwill on acquisitions occurring on or after 1 April 2000 is reported in the balance sheet as an intangible asset and is amortised using the straight-line method over its estimated useful life. Goodwill on acquisitions that occurred prior to 1 April 2000 was charged in full to retained earnings. In accordance with the transitional provisions of AC 131, goodwill that arose prior to 1 April 2000 has not been capitalised and amortised retrospectively. 

Goodwill previously charged to retained earnings is not included in the gain or loss on sale calculation when the entity to which the goodwill arose is subsequently disposed of. Goodwill is amortised using the straight-line method over its estimated useful life. Management determines the estimated useful life of goodwill based on its evaluation of the respective companies at the time of the acquisition, considering factors such as existing market share, potential growth and other factors inherent in the acquired companies. Goodwill is amortised over periods ranging from three to 20 years. The goodwill arising on certain acquisitions has been determined by management to have an indefinite life, however based on current guidance under SA GAAP, the goodwill on these transactions has been amortised over the maximum period of 20 years.

84

Fixed property:

Factory buildings

25 years

Other buildings

50 years

Printing presses

20 years

Production equipment

15 years

Office equipment

8 years

Computer equipment:

Manufacturing

5 years

Office

3 years

Furniture

10 years

Vehicles

5 years

Set-top boxes (decoders)

2 years

Transponders and transmitters

10 12 years

Major leasehold improvements are amortised over the shorter of their respective lease periods and estimated useful economic life. Property, plant and equipment are reviewed periodically to assess whether or not the net recoverable amount has declined below the carrying amount. In the event of such impairment, the carrying amount is reduced and the reduction is charged as an expense against income. 

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are capitalised as part of the cost of those assets. Capitalisation of such borrowing costs ceases when the assets are substantially ready for their intended use or sale. All other borrowing costs are expensed in the period in which they are incurred. 

Repairs and maintenance are charged to the income statement during the financial period in which they are incurred. The cost of major renovations is included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset.

Leases of property, plant and equipment are classified as finance leases where, substantially all risks and rewards associated with ownership of an asset are transferred from the lessor to the Group as lessee. Assets classified as finance leases are capitalised at the estimated present value of the underlying minimum lease payments, with the related lease obligation recognised at the same value. Capitalised leased assets are depreciated over their estimated useful lives, limited to the duration of the lease agreement. The amounts of interest expense and capital repayment on finance lease payments are allocated, using the effective interest rate method. 

Leases of assets under which substantially all the risks and rewards of ownership are effectively retained by the third-party lessor are classified as operating leases. Operating lease rentals are charged against operating profit on a straight-line basis over the period of the lease.

85

Patents

5 years

Title rights

8 years

Brand names and trademarks

20 years

Intellectual property rights

3 5 years

The Group periodically evaluates the carrying value of assets to be held and used, including goodwill and other intangible assets, when events and circumstances indicate that the carrying value may not be recoverable. Indicators, which could trigger an impairment review include, but are not limited to, significant underperformance relative to expectations based on historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for the Group's overall business, significant negative industry or economic trends, a significant and sustained decline in an investment's share price or market capitalisation relative to its net book value. 

An impairment loss is recognised in the income statement when the carrying amount of an asset exceeds its recoverable amount. An asset's recoverable amount is the higher of the amount obtainable from the sale of an asset in an arm's length transaction between knowledgeable willing parties, or its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. 

An impairment loss recognised for an asset in prior years is reversed if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised.The reversal of the impairment is limited to the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior years. The reversal of such an impairment loss is recognised in the income statement in the same line item as the original impairment charge.

Research and development costs are charged against operating profit as the expenditure is incurred.

Generally, costs associated with developing computer software programmes for the Group's own use are recognised as an expense as incurred. However, expenditure that enhances or extends the benefits of acquired computer software programmes beyond their original specifications or estimated useful lives is recognised as a capital improvement and added to the original cost of the software. Computer software development costs recognised as assets are amortised using the straight-line method over their useful lives. 

Software development cost for products of the technology segment are capitalised, beginning when a product's technological feasibility has been established and ending when a product is available for general release to customers.

86

The normal South African company tax rate used was 30%.

Secondary Tax on Companies was calculated at 12,5%.

International tax rates vary from jurisdiction to jurisdiction.

87

Subscription fees are earned over the period of providing services.

Advertising revenues are recognised upon showing or publication over the period of the advertising contract.

88

Tuition fees are non-refundable and are recognised on a straight-line basis over the term of the applicable course.

Interest is accrued on a time and proportion basis, recognising the effective yield on the underlying assets.

Dividends are recognised when the right to receive payment is established.

No compensation cost is recognised for options or shares granted to employees from share incentive plans.

89

Advertising expenses are expensed in the financial period in which they are incurred.

90

Profit on sale of land and buildings

4 393

-

-

4 393

Profit on sale of investments

6 682

-

-

6 682

Dilution profits

1 418

-

-

1 418

Reversal of warranty provision

6 500

-

-

6 500

Profit on sale of Liberty Media Corporation shares

120 887

-

(51 311)

69 576

139 880

(51 311)

88 569

Impairment of assets

3 321

-

-

3 321

Loss on sale of investments

5 136

-

(917)

4 219

Dilution losses

2 714

-

-

2 714

11 171

(917)

10 254

Share of equity accounted companies' exceptional profits

(67 409)

-

-

(67 409)

61 300

-

(50 394)

10 906

Profit on dilution of interest in subsidiaries

84 926

-

(53 445)

31 481

Disposal of investments and business units

106 068

-

(30 587)

75 481

Reversal of warranty provisions

4 189

-

-

4 189

Reversal of prior year impairment charge

4 500

-

-

4 500

199 683

-

(84 032)

115 651

Disposal of other investments and business units

130 789

(1 858)

(69 087)

59 844

Asset impairments

28 420

(760)

(594)

27 066

Shares repurchased by associated companies

31 816

-

(6 556)

25 260

Restructuring costs

2 096

(629)

(628)

839

Provision of claims

1 500

(450)

1 050

194 621

(3 697)

(76 865)

114 059

5 062

3 697

(7 167)

1 592

Disposal of investments

13 688

-

(1 519)

12 169

Profit on dilution of interest in subsidiaries

882 251

-

(306 469)

575 782

895 939

-

(307 988)

587 951

Disposal of other investments and business units

8 637

-

(4 477)

4 160

Restructuring costs

20 425

(812)

(8 876)

10 737

Warranties in respect of debtors and business disposals

25 000

-

-

25 000

Asset impairments

26 542

(1 389)

(9 653)

15 500

80 604

(2 201)

(23 006)

55 397

815 335

2 201

(284 982)

532 554

91

"28 January 2004

Dear Sirs/Madam

In terms of Rule 3.1 of the Securities Regulation Code on Take-overs and Mergers, Andisa Capital (Proprietary) Limited acting through its division Andisa Corporate Finance ("Andisa"), has been appointed by a sub-committee of independent directors of each of M-Net and SuperSport ("the independent committee") to advise it on whether the terms and conditions of the offer are fair and reasonable to the holders of the M-Net SuperSport shares. Andisa has received support in the fulfilment of its responsibilities from Standard Corporate and Merchant Bank, a division of The Standard Bank of South Africa Limited ("SCMB") (Andisa and SCMB will collectively be known as the independent advisers). 

As announced on 17 December 2003, the offer by Naspers to M-Net SuperSport shareholders is to exchange their M-Net SuperSport shares for Naspers shares at a ratio determined based upon the weighted average price of Naspers shares for the period 5 January 2004 to 23 January 2004, less a discount of 10% ("share offer") and a price of R8,50 per M-Net SuperSport share (ratio determined to be 4,5 M-Net SuperSport shares per one Naspers share) or, alternatively, to sell their M-Net SuperSport shares for a cash consideration of R8,50 per M-Net SuperSport share ("cash offer") (collectively referred to as "the offer"). 

Full details of the offer are contained in the scheme documents to be posted to holders of M-Net and SuperSport shares on Friday, 13 February 2004 ("the scheme documentation"). All terms, otherwise than defined herein, have the meanings given to them in the scheme documentation.

- capitalisation of earnings; and

- discounted cash flow ("DCF").

In the implementation of our valuation methodologies, we have used and/or considered the following:

- discussions with various members of the management teams of M-Net, SuperSport and Naspers;

- the audited annual financial statements of M-Net, SuperSport and Naspers for the four years ended 31 March 2003;

92

- the interim results of M-Net, SuperSport and Naspers for the period ended 30 September 2003;

- M-Net, SuperSport and Naspers income statement budgets and forecasts for the three years ending 31 March 2006;

- detailed management accounts for M-Net, SuperSport and Naspers in respect of the current financial year dated 31 October 2003;

- the Naspers management business plan and budget for the three years ending 31 March 2006;

- analyst reports and forecasts in respect of M-Net, SuperSport and Naspers;

- current political, economic and market conditions;

- information from INet-Bridge and Bloomberg for comparable local listed companies, as well as such companies most recent published results;

- a review of comparable transactions;

- 

historical share prices of and volumes traded in M-Net, SuperSport and Naspers shares on the JSE Securities Exchange South Africa ("JSE"), Nasdaq and The Nigerian Stock Exchange;

- 

where appropriate, the systematic investment risks of M-Net, SuperSport, Naspers and other listed companies in similar industries in determining the discount rate assumed for the DCF valuation and appropriate multiples at which to capitalise measures of earnings;

- 

the key value drivers of both M-Net and SuperSport, namely future foreign exchange rates, forecast revenue growth per subscriber and the costs of obtaining forward cover for foreign denominated costs. In considering such value drivers, the independent advisers have considered:

- independent forecasts of future foreign exchange rates as well as those of the management of M-Net and SuperSport;

- historical increases in subscription rates, together with those anticipated by the management of M-Net and SuperSport; and

- historical costs of obtaining forward cover for foreign denominated costs;

- the sensitivity of the DCF values of M-Net and SuperSport to changes in such key value drivers.

The independent advisers have satisfied themselves as to the appropriateness of the information and assumptions underlying the valuations

performed by:

- considering the historic trends of such information and assumptions;

- comparing and corroborating such information and assumptions with external sources of information; and

- discussing such information and assumptions with the management of M-Net, SuperSport and Naspers.

The independent advisers are of the opinion that the terms and conditions of the offer (i.e. both the cash offer and the share offer) are fair and reasonable. The offer is fair because both the cash offer and the share offer represent values greater than the fair value per M-Net SuperSport share determined by the valuation performed by the independent advisers.The offer is reasonable in the circumstances pertaining with respect to M-Net and SuperSport.The fair value per M-Net SuperSport share determined in this manner represented the sum of separate valuations performed in respect of M-Net and SuperSport, which comprised 52,25% in respect of M-Net and 47,75% in respect of SuperSport. 

This opinion and recommendation is based on the information for the period up to 31 December 2003 made available to the independent advisers by the management of M-Net, SuperSport and Naspers and the economic, regulatory, market and other conditions in effect on 28 January 2004. It should be understood that subsequent developments might affect this opinion and recommendation, which the independent advisers are under no obligation to update, revise or reaffirm. 

In performing the valuations, the independent advisers have assumed and relied upon the accuracy and completeness of the information provided to them, or otherwise reviewed by them for the purpose of this opinion, whether in writing or obtained following discussions with the management of M-Net, SuperSport and Naspers and the independent advisers do not have and do not assume any responsibility or liability for the accuracy and completeness thereof. 

The decision of an individual holder of M-Net and SuperSport shares in respect of the offer may be influenced by such individual's particular circumstances and accordingly such shareholders should consult an independent adviser if in any doubt as to the merits or otherwise of the offer. 

SCMB is a division of The Standard Bank of South Africa Limited, which is a subsidiary of Standard Bank Group Limited (collectively, "the Standard Bank Group"). Companies comprising part of the Standard Bank Group may hold Naspers shares and/or M-Net SuperSport shares, which investments would be held in the ordinary course of the Standard Bank Group's asset management activities. Other than for any such interests, SCMB has no direct or indirect holding in Naspers shares or M-Net SuperSport shares.

93

Yours faithfully

78 Marshall Street

3 Simmonds Street

Johannesburg 2001

Johannesburg 2001"

94

29 January 2004

Gentlemen

REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON THE UNAUDITED PRO FORMA FINANCIAL EFFECTS OF NASPERS LIMITED, ELECTRONIC MEDIA NETWORK LIMITED AND SUPERSPORT INTERNATIONAL HOLDINGS LIMITED 

Introduction 

Naspers Limited ("Naspers") proposes to offer the holders of Electronic Media Network Limited ("M-Net") and SuperSport International Holdings Limited ("SuperSport") linked units ("M-Net/SuperSport linked shares"), other than those held by Naspers, MNH Holdings (1998) (Proprietary) Limited, Johnnic Communications Limited ("Johncom") and MultiChoice Africa (Proprietary) Limited ("the minority shareholders"), the opportunity to exchange their M-Net/SuperSport linked shares for Naspers class N ordinary shares ("Naspers shares") ("the share offer"). Alternatively, the minority shareholders can elect to receive cash for the M-Net/SuperSport linked shares ("the cash offer"). The share offer and the cash offer are collectively referred to as "the proposed transaction". Pursuant to the proposed transaction the M-Net/SuperSport linked shares will be delisted from the JSE Securities Exchange South Africa ("JSE") and The Nigerian Stock Exchange ("NSE"). 

We report on the unaudited pro forma financial effects set out in sub-sections 4.1 and 4.2 of the Valuation Statement section of the circular to Naspers and M-Net/SuperSport linked shareholders to be dated on or about 13 February 2004 ("the circular"). The unaudited pro forma financial effects have been prepared for illustrative purposes only to provide information on how the proposed transaction would have impacted on the consolidated financial results and position of Naspers and the earnings and financial position of M-Net/SuperSport linked shareholders. 

Because of its nature, the unaudited pro forma financial effects may not give a fair reflection of Naspers and M-Net/SuperSport linked shareholders' financial position after the completion of the transaction, nor the effect on future earnings. 

At your request, and for purposes of the circular, we present our report on the unaudited pro forma financial effects in compliance with the requirements of the Securities Regulation Panel.

95

In our opinion:

- the unaudited pro forma financial effects have been properly compiled on the basis stated;

- such basis is consistent with the accounting policies of Naspers, M-Net and SuperSport; and

- 

the adjustments are appropriate for the purposes of the unaudited pro forma financial effects in terms of the proposed transaction and the requirements of the Securities Regulation Panel.

Yours faithfully

Cape Town"

96

Quarter 1 2001

520

400

1 383 438

Quarter 2 2001

560

400

1 751 478

Quarter 3 2001

610

525

2 498 203

Quarter 4 2001

572

370

8 093 521

Quarter 1 2002

465

370

1 951 725

Quarter 2 2002

545

411

3 625 654

Quarter 3 2002

518

470

2 515 361

Quarter 4 2002

650

506

2 186 026

January 2003

699

605

660 732

February 2003

680

601

210 161

March 2003

625

415

520 579

April 2003

503

450

349 959

May 2003

580

500

1 276 134

June 2003

650

568

847 383

July 2003

675

640

1 043 525

August 2003

716

640

1 257 572

September 2003

710

640

3 249 079

October 2003

700

640

1 302 430

November 2003

805

690

977 281

December 2003

933

740

2 205 526

30 December 2003

925

920

91 124

31 December 2003

920

920

49 092

2 January 2004

926

925

14 000

5 January 2004

925

920

158 000

6 January 2004

925

925

202 216

7 January 2004

930

930

34 000

8 January 2004

930

925

174 686

9 January 2004

930

927

65 912

12 January 2004

935

925

50 263

13 January 2004

945

935

77 322

14 January 2004

944

930

73 013

15 January 2004

940

925

140 670

16 January 2004

926

925

3 648

19 January 2004

925

922

141 858

20 January 2004

920

915

30 810

21 January 2004

920

915

1 500

22 January 2004

916

915

59 300

23 January 2004

930

914

173 203

26 January 2004

922

911

1 884

27 January 2004

920

911

9 400

28 January 2004

931

920

355 800

29 January 2004

960

930

138 624

30 January 2004

970

942

47 600

97