Naspers : MIH Holdings Share Trust deed (proposed changes in track) (299 kB)

CONSOLIDATED DEED CONSTITUTING

THE MIH HOLDINGS SHARE TRUST

adopted by

MIH HOLDINGS PROPRIETARY LIMITED

(Incorporated in the Republic of South Africa,

Registration No 1993/05613/06)

Originally approved by a general meeting of the company held at Randburg on 27 September 1993, as amended and restated with approval of the general meeting on 25 August 2017,andwith the approval of the board of directors on 21 June 2018and at the annual general meeting of Naspers Limited held on [DATE] 2020.

PART 1 - DEFINITIONS AND PURPOSES

1.

INTERPRETATION AND PRELIMINARY

The headings of the clauses are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify or amplify the terms of this deed or of any clause thereof. In this deed, unless a contrary intention clearly appears-

• 1.1. words importing any one gender include the other two genders, words importing the singular include the plural andvice versa, and words importing natural persons include created entities (corporate or unincorporate) andvice versa;

• 1.2. the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have a corresponding meaning, namely -

  • 1.2.1 "the Act" means the Companies Act, No 71 of 2008, or any successor thereto or re-enactment thereof;

  • 1.2.2 "beneficiary" means any offeree who has accepted an offer or an option as well as the company, but, in the case of the company, only for the purposes of clause 9.2;

  • 1.2.3 "capitalisation issue" means the issue of shares on a capitalisation of a company's profits, reserves, share premium account and/or the capital redemption reserve fund, and includes the issue of shares in lieu of a cash dividend;

  • 1.2.4 "capitalisation share" means a fully paid share allotted, in a capitalisation issue, in respect of a scheme share and any further fully paid share similarly allotted in respect of the capitalisation share, during the time that the share to which it is linked in terms of clause 24 is a scheme share;

  • 1.2.5 "closed period" any period during which dealing in shares by a participant is prohibited, whether by virtue of the requirements of the JSE or any other exchange on which the shares may from time to time be listed, the internal rules of Naspers or applicable legislation;

• 1.2.6 "the company" LIMITED;

  meansMIHHOLDINGSPROPRIETARY

• 1.2.7 "dealing" dealing in the shares which shall include buying and selling the shares, or accepting or exercising an offer to acquire the shares or to dispose of the shares, or paying the purchase price or receiving the selling price in respect of the shares, or taking any other action in relation to the shares;

• 1.2.8 "the directors" means the board of directors for the time being of the company or any committee of it to which the powers of the directors in respect of this scheme are delegated in terms of the company's articles of association;

• 1.2.9 "discretion" means a sole, absolute and unfettered discretion;

• 1.2.10 "distribution" means a distribution of cash or assets as referred to in clause 25;

• 1.2.11 "employee" means an employee (including an executive director), a consultant (and an employee of a consultant) and any other independent advisor of any company or entity within the group;

• 1.2.12 "employer company" means any company in the group that employs the employee or to which the employee renders services;

• 1.2.13 "the expert" means the person (acting as an expert and not as an arbitrator) with the appropriate expertise, as determined by the directors, appointed from time to time by the directors, in their discretion, for any purpose under this deed, which person may be the then current auditor of the company, unless prohibited by any law, regulation, requirement or practice;

1.2.14"the group" means the company and its subsidiaries;

1.2.15"group schemes" means all share option schemes (including this scheme), share appreciation right schemes, restricted stock plans and any other share based incentive schemes of or applicable to (i)

Naspers; (ii) any direct or indirect holding company of Naspers; (iii) Naspers' subsidiaries; and (iv) affiliates of Naspers;

1.2.141.2.16

"IncomeTax Act" meansIncome Tax Act, No 58 of

1962, as amended from time to time;

1.2.151.2.17

"issued shares" means all issued shares in the capital ofNaspers including scheme shares;

1.2.161.2.18

"the JSE" means the securities exchange operated by

JSE Limited;

1.2.171.2.19

"jurisdictional issues" are tax, legal or othercomplications created for a group company or for the administration of the scheme in a country/jurisdiction in which a beneficiary resides or is employed, the consequences of which are set out in clauses 20.1.2 and 31.7;

1.2.181.2.20

"linked asset" means, in relation to a scheme share, allrights issue shares, capitalisation shares and other shares and assets obtained by way of a reduction in capital or a distribution referred to in clause 25 that are linked to and from part of the scheme share in terms of this deed excluding cash arising from a normal annual interim or final dividend declared by a company but including shares distributed in lieu of a cash dividend;

1.2.191.2.21higher of-

"the market value" of a share at any date means the

1.2.19.11.2.21.1the nominal value thereof; or

1.2.19.21.2.21.2the closing price of the share on the JSE on the actual trading day as determined by the trustees or, if the

trustees so elect, by a certificate issued by any stockbroker on the JSE;

1.2.201.2.22"Naspers" means Naspers Limited, a company incorporated and existing under the laws of the Republic of South Africa;

1.2.211.2.23"offer" means an offer made under the scheme to an offeree to purchase shares from the trust;

1.2.221.2.24"offeree" means an employee nominated in terms of the schemeto receive an offer or be granted an option;

1.2.231.2.25offer date" means the date on which an offer, in terms of the scheme, is made to an offeree;

1.2.241.2.26"option" means an option granted under the scheme to an offeree, which, when exercised in respect of any shares to which the option relates, will result in a sale of those shares to which such exercise relates from the trust to the beneficiary;

1.2.251.2.27"option date" means the date on which an option is granted to an offeree;

1.2.261.2.28

"the record date" means the close of business on theday the register of the company will be closed to determine entitlement to participate in a rights or capitalisation issue or a reduction of capital, as the case may be;

1.2.271.2.29

"reduction of share capital" or "reduction of thecompany's capital" or "reduction of share capital" includes a reduction of a company's share premium account or capital redemption reserve fund and the repurchase by a company of its own shares;

1.2.281.2.30

"representative" means the executor of a deceasedestate, the trustee of an insolvent estate and the guardian, receiver, curator or other representative of a person under a legal disability;

1.2.291.2.31

"reserved share" means a scheme share which abeneficiary has undertaken to purchase, or has purchased, from the trust in terms of clause 14 or which an offeree has an option to purchase, until he or she has acquired ownership and paid the full purchase price of the share;

1.2.301.2.32

"rights issue" means the offer of any securities of acompany or of any other body corporate to all holders of ordinary sharespro ratato their holdings at the record date;

1.2.311.2.33

"the scheme" means the scheme set out in this deed, asit may be amended from time to time in terms of clause 29;