UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM F-X

          APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING


A.   Name of issuer or person filing ("Filer"): Naspers Limited

B.   This is

     |X|  an original filing for the Filer

     [ ]  an amended filing for the Filer

C.   Identify the filing in conjunction with which this Form is being filed:

     Name of registrant         Naspers Limited
     Form type                  Form CB
     File Number (if known)     Not available
     Filed by                   Naspers Limited
     Date Filed (if filed concurrently, so indicate) February 17, 2004
     (concurrently with Form CB)

D.   The Filer is incorporated or organized under the laws of The Republic of
     South Africa and has its principal place of business at 40 Heerengracht,
     Cape Town, 8001, South Africa

E.   The Filer designates and appoints CT Corporation System ("Agent") located
     at

     111 Eighth Avenue, 13th Floor, New York, New York 10011; (212) 894-8400

     as the agent of the Filer upon whom may be served any process, pleadings,
     subpoenas, or other papers in

(a)  any investigation or administrative proceeding conducted by the
     Commission; and

(b)  any civil suit or action brought against the Filer or to which the Filer
     has been joined as defendant or respondent, in any appropriate court in
     any place subject to the jurisdiction of any state or of the United
     States or of any of its territories or possessions or of the District of
     Columbia, where the investigation, proceeding or cause of action arises
     out of or relates to or concerns (i) any offering made or purported to be
     made in connection with the securities registered or qualified by the
     Filer on Form CB on February 17, 2004 or any purchases or sales of any
     security in connection therewith; (ii) the securities in relation to
     which the obligation to file an annual report on Form 40-F arises, or any
     purchases or sales of such securities; (iii) any tender offer for the
     securities of a Canadian issuer with respect to which


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     filings are made by the Filer with the Commission on Schedule 13E-4F,
     14D-1F or 14D-9F; or (iv) the securities in relation to which the Filer
     acts as trustee pursuant to an exemption under Rule 10a-5 under the Trust
     Indenture Act of 1939. The Filer stipulates and agrees that any such
     civil suit or action or administrative proceeding may be commenced by the
     service of process upon, and that service of an administrative subpoena
     shall be effected by service upon such agent for service of process, and
     that service as aforesaid shall be taken and held in all courts and
     administrative tribunals to be valid and binding as if personal service
     thereof had been made.

F.   The Filer stipulates and agrees to appoint a successor agent for service
     of process and file an amended Form F-X if the Filer discharges the Agent
     or the Agent is unwilling or unable to accept service on behalf of the
     Filer at any time until six years have elapsed from the date of the
     latest amendment to Form CB, in conjunction with which this Form F-X is
     being filed.

     The Filer further undertakes to advise the Commission promptly of any
     change to the Agent's name or address during the applicable period by
     amendment of this Form, referencing the file number of the relevant form
     in conjunction with which the amendment is being filed.








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The Filer certifies that it has duly caused this power of attorney, consent,
stipulation and agreement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cape Town, The Republic of South
Africa, this day of February 16, 2004.

                             NASPERS LIMITED

                             By:    /s/ Steve Pacak
                                 ------------------------------
                                 Name:  Steve Pacak
                                 Title: Director


This statement has been signed by the following person in the capacity and on
the date indicated.

                             CT CORPORATION SYSTEM,
                             as Agent for Service of Process of Naspers Limited

                             By:    /s/ Renee Haggerty
                                 ------------------------------
                                 Name:  Renee Haggerty
                                 Title: Assistant Secretary
                                 Date:  February 13, 2004



















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