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					                                D I R E C TO R S ’ R E P O RT t o
                                        SHAR EHOLDERS
                                                                 FOR THE YEAR ENDED
                                                                                                           3 1 M A RC H 2 0 0 1

                                OPERATING RESULTS                                                       On 31 March 2001, the group had net consolidated cash resources
                                                                                                        of R1 994 million and interest-bearing liabilities of R865 million,
                                Progress was made in the midst of turbulent market conditions.          excluding capitalised satellite leases.
                                Operationally, group revenues for the period grew by 29% to
                                R9 billion. The maturer media businesses all reported satisfactory      A segmental analysis reflecting the revenues and results per
                                earnings before interest, tax, depreciation and amortisation            individual business segment appears on page 52 of this report.
                                                                                                        NATURE OF BUSINESS
                                Growth in Ebitda was recorded in the television, print media and
                                education businesses. Extensive developments were made in the           The Naspers group is an integrated, multinational media business
                                internet and technology businesses, resulting in an aggregate           with an investment strategy focused on the development of its
                                Ebitda loss of R295 million.                                            internet and technology businesses.

                                Depreciation increased by 43% to R517 million, the result of            SHARE CAPITAL
                                increased satellite transponder capacity and the new investment
                                in printing infrastructure. For the first time, the group reported      The company increased its authorised N share capital from
                                a goodwill and intangibles amortisation charge of R948 million,         200 000 000 to 500 000 000 shares during the course of the
                                a consequence of a change in accounting policy.                         year. The authorised share capital as at 31 March 2001 was:
                                                                                                        1 250 000 A ordinary shares of R20 each
                                Net exceptional profits of R3,3 billion were recorded largely from      500 000 000 N ordinary shares of 2 cents each
                                the MIHL secondary offering of shares and the OpenTV / SpyGlass
                                Inc. merger in the USA.                                                 No new shares were issued during the past financial year. The
                                                                                                        issued share capital at 31 March 2001 was:
22                              The net headline loss per N ordinary share amounted to 299c, and        712 131 A ordinary shares of R20 each                  R14 242 620
                                fully diluted earnings per N ordinary share to a positive 616c.         148 262 278 N ordinary shares of 2 cents each          R 2 965 245

                                Operational highlights for the year include:                                    ,
                                                                                                        PROPERTY PLANT AND EQUIPMENT
A N N UA L R E P O RT 2 0 0 1

                                •   MIH Limited (MIHL) concluded a secondary offering of shares         On 31 March 2001 the group’s investment in property, plant and
                                    and raised $180 million before expenses. These funds will be        equipment amounted to R3 351 million, compared to R2 448 million
                                    used primarily to fund developments in Asia.                        last year. Details are reflected in note 1 of the annual financial
                                •   OpenTV concluded its merger with SpyGlass Inc. This merger
                                    added internet functionality and a comprehensive suite of           Year-end capital commitments amounted to R75 million
                                    wireless technologies to the OpenTV product offering. The           (2000: R23 million).
                                    merger resulted in an exceptional profit of R2,7 billion.
                                •   Internet businesses were launched in China and Indonesia,
                                    while market leadership was maintained in Thailand and South        The board recommends that a dividend of 24 cents per N ordinary
                                    Africa.                                                             share be declared (2000: 24c). No dividends were declared on the
                                                                                                        A ordinary shares.
                                •   Print media maintained or grew their market share, but
                                    indifferent market conditions limited growth.                       GROUP
                                •   The pay TV businesses performed steadily, while making the          Naspers Limited is not a subsidiary of any other company. An
                                    gradual transition from analogue to digital technologies. Digital   analysis of the company’s main shareholders, excluding nominee
                                    subscribers for the first time comprised a 51% majority of the      shareholders, on 31 March 2001 is reflected on page 68 of this
                                    total subscriber base.                                              report.
                                                                    direc to rs repo r t
The names, country of incorporation, amount of share capital and            As at 31 March 2001 the company’s directors beneficially and non-
effective percentage interest of the holding company in each of             beneficially held 0,53% (2000: 0,52%) of the issued N ordinary
the Naspers group’s principal subsidiaries are disclosed in Annexure        share capital. No director has a direct or indirect interest in excess
A of this report. All subsidiaries and material associates share the        of 1% of the share capital of the company. These holdings were
same financial year-end as the holding company. The aggregate               largely unchanged as at the date on which these statements were
amount of income after tax earned by subsidiaries totals R1 083,5 million   approved.
(2000: R956,8 million). The aggregate losses after tax amounts to
R236,8 million (2000: R165,1 million).                                      Signed on behalf of the board:

The major acquisitions and disposals were:

•   OpenTV concluded the merger of its operations with Spyglass             T VOSLOO
    Inc. This merger added full internet functionality and a                Chairman
    comprehensive suite of wireless technologies to the OpenTV
    product offering.

•   Mindport IBS merged with Noochee Solutions Inc., an internet
    infrastructure and application software company. The combined           J P BEKKER
    entity will be strategically focused to address the emerging            Managing director
    broadband market.

•   During May 2001 the company bought all the remaining shares
    it did not already own in Educor Limited, except for a 6,5%
    stake owned by Nozala Investments (Pty) Ltd. Educor Limited
    was delisted from the JSE Securities Exchange SA.

•   Naspers proposed a scheme of arrangement in terms of section                                                                                     23
    311 of the Companies Act, 1973, between M-Web and its share-
    holders other than Naspers and its associates and the M-Web
    Share Trust, to acquire all the remaining shares it does not
    already own. M-Web will be delisted from the JSE Securities

                                                                                                                                                     A N N UA L R E P O RT 2 0 0 1
    Exchange SA. It is expected that this transaction will be con-
    cluded during July 2001.

The names of the directors and name, postal address and business
address of the secretary are furnished on page 20 of this report.
Prof JP de Lange and Mr J du T Stofberg resigned as directors on
8 August 2000 and 22 June 2001 respectively. Pricewater-
houseCoopers Inc. will continue in office as auditors in accordance
with section 270(2) of the Companies Act, 1973.