MIH LTD, 424B4, 1999-04-14

MIH LTD
424B4, 1999-04-14
CABLE & OTHER PAY TELEVISION SERVICES

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Filed Pursuant
to Rule 424B4
File No. 333-74227
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PROSPECTUS

9,075,000 Shares
MIH Limited
[MIH LOGO] Class A Ordinary Shares
----------------
All of the Class A Ordinary Shares offered hereby are being sold by MIH
Limited (the "Issuer" and, together with its subsidiaries and joint ventures,
the "Company"). Of the Class A Ordinary Shares offered hereby, 4,537,500 shares
are being offered in the United States and Canada (the "U.S. Offering") and
4,537,500 shares are being offered outside the United States and Canada (the
"International Offering" and, together with the U.S. Offering, the
"Offerings"). The initial public offering price per share and the underwriting
discount per share are identical for both Offerings. See "Underwriting".

Prior to the Offerings, there has been no public market for the Class A
Ordinary Shares. For a discussion relating to factors considered in determining
the initial public offering price, see "Underwriting".

The Class A Ordinary Shares have been approved for listing on the Nasdaq
National Market (the "Nasdaq") and the Amsterdam Stock Exchange under the
symbol "MIHL".

The Issuer's Ordinary Shares have been designated into two classes,
consisting of Class A Ordinary Shares and Class B Ordinary Shares. Under the
Issuer's Memorandum and Articles of Association (the "Memorandum" and
"Articles"), the holders of Class B Ordinary Shares generally have rights,
including as to dividends, identical to those of Class A Ordinary Shares,
except that holders of Class B Ordinary Shares are entitled to three votes per
share and holders of Class A Ordinary Shares are entitled to one vote per
share. Holders of Class B Ordinary Shares and Class A Ordinary Shares generally
vote together as a class, except as otherwise required under British Virgin
Islands law or the Memorandum and Articles. After giving effect to the
Offerings (without giving effect to any exercise by the Underwriters of options
to purchase additional shares) and the Thomson Conversion (as defined), it is
expected that holders of Class A Ordinary Shares will own 38.3% of the Issuer
and holders of Class B Ordinary Shares will own 61.7% of the Issuer. This means
that holders of Class B Ordinary Shares will control 82.9% of the aggregate
voting power of the Ordinary Shares while holders of Class A Ordinary Shares
will control the remaining 17.1%.

See "Risk Factors" beginning on page 5 for a discussion of certain factors
that should be considered by prospective purchasers of the Class A Ordinary
Shares offered hereby.
----------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
====================================================================================
Price to Underwriting Proceeds to
Public Discount (1) Company (2)
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Class A Ordinary Share ......... $ 18.00 $ 1.26 $ 16.74
- ------------------------------------------------------------------------------------
Total(3) ........................... $163,350,000 $11,434,500 $151,915,500
====================================================================================
</TABLE>

(1) The Issuer has agreed to indemnify the several Underwriters (as defined
herein) against certain liabilities, including certain liabilities under
the Securities Act (as defined herein). See "Underwriting".
(2) Before deducting expenses payable by the Issuer estimated at $3,750,000.
(3) The Issuer has granted to the U.S. Underwriters (as defined herein) and the
International Managers (as defined herein) options, exercisable within 30
days after the date of this Prospectus, to purchase up to an additional
680,000 and 680,000 Class A Ordinary Shares, respectively, solely to cover
over-allotments, if any. If such options are exercised in full, the total
Price to Public, Underwriting Discount and Proceeds to the Issuer will be
$187,830,000, $13,148,100 and $174,681,900, respectively. Pursuant to the
Intersyndicate Agreement (as defined herein), the U.S. Underwriters and
the International Managers are also permitted to sell Class A Ordinary
Shares to each other for purposes of resale at the public offering price,
less an amount not greater than the selling concession. See
"Underwriting".
----------------

----------------

Merrill Lynch & Co. Donaldson, Lufkin & Jenrette
----------------
The date of this Prospectus is April 13, 1999.

<PAGE>

Certain persons participating in the Offerings may engage in transactions
that stabilize, maintain or otherwise affect the price of the Class A Ordinary
Shares. Such transactions may include stabilizing the purchase of Class A
Ordinary Shares to cover syndicate short positions and the imposition of
penalty bids. For a description of these activities, see "Underwriting".

EXCHANGE RATE DATA

The Company's businesses utilize many functional currencies, principally
South African rand, Greek drachmae, Thai baht and U.S. dollars. For the
convenience of the reader, certain amounts contained in this Prospectus and not
derived from the Financial Statements (as defined herein) have been translated
from various functional currencies into U.S. dollars. These translated amounts
should not be construed as a representation that the functional currency
amounts actually represent such U.S. dollar amounts or could be, or could have
been, converted into U.S. dollars at the rates indicated below or at any other
rate. Translations appearing in this document of: (i) rand to dollars have been
conducted at a rate of $1.00 = ZAR 6.19; (ii) drachmae to dollars have been
conducted at a rate of $1.00 = GRD 294.15; and (iii) baht to dollars have been
conducted at a rate of $1.00 = Baht 37.47. These rates of exchange reflect the
noon buying rate in New York City for cable transfers in foreign currencies as
certified for customs purposes by the Federal Reserve Bank of New York as of
March 19, 1999, except as otherwise provided.

TRADEMARKS

"M-Net", "SuperSport", "DStv", "MultiChoice", "Irdeto", "Orbicom",
"Mindport", "OpenTV", "M-Web", "M-Cell", "Computicket", "FilmNet", "K-T.V.",
"IBS", "Irdeto Access", "Nova" and "MultiChoice Hellas" are registered
trademarks of the Company or its affiliates.
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the unaudited
condensed consolidated financial statements of the Company (the "Condensed
Consolidated Statements"), the audited consolidated financial statements of the
Company (the "Consolidated Statements") and the audited combined financial
statements of the Acquired MIH Businesses (as defined herein) (the "Combined
Statements" and, together with the Condensed Consolidated Statements and the
Consolidated Statements, the "Financial Statements") along with the other more
detailed information included elsewhere in this Prospectus. Unless the context
otherwise requires, as used in this Prospectus, all references to the "Company"
refer to MIH Limited together with its subsidiaries and joint ventures. All
references to "U.S. dollars", "dollars" and "$" are to United States dollars,
"ZAR" and "rand" are to South African rand, "GRD" and "drachma(e)" are to Greek
drachma(e), and "baht" are to Thai baht. Market and industry related data,
although inherently uncertain, are derived from sources that the Company
believes are reliable.

The Company

The Company is a multinational provider of pay-television services and
pay-television technology. By leveraging its management and industry expertise,
the Company plans to expand beyond its current services to become a recognized
worldwide provider of a full array of pay-media content and services over a
variety of electronic platforms, including pay-television, Internet and
interactive television. From their significant experience in providing
pay-television services, the Company's management have developed a
comprehensive understanding of pay-media and other subscriber-based businesses,
particularly in the areas of subscriber, content and platform management.
Through its strategic application of these core competencies and its proven
business model, the Company has grown to become the leading provider of
pay-television services in each of its markets. By continuing to leverage these
abilities, the Company plans to expand its pay-television services into new
regions and provide new services and products, such as those relating to the
Internet and interactive television services.

From its origins as the leading provider of pay-television services in
South Africa, the Company has grown, through its subsidiaries and joint
ventures, to provide terrestrial analog, digital satellite and other
pay-television services to over 1.9 million households in Africa, the
Mediterranean and Asia. The Company's Mindport technology division provides
pay-media companies worldwide with proprietary software and hardware solutions
for subscriber management, conditional access and other pay-television related
solutions. The Mindport division is also a leading provider of interactive
television operating systems through OpenTV, Inc. ("OpenTV").

Pay-television

The Company operates its pay-television businesses in three major regions:
Africa, the Mediterranean and Asia. The Company currently provides analog
service in each of these regions and provides digital service in Africa and
Asia. The Company is prepared to provide digital service in the Mediterranean
upon receipt of a license pursuant to recently enacted legislation. In each
region, the Company has implemented a strategy that emphasizes being the
leading supplier of pay-television services, obtaining exclusive programming,
continually improving its customer care and offering new services and
technology.

The Company believes that two of the reasons it is the leading
pay-television operator in each of the markets it serves--South Africa, the
rest of sub-Saharan Africa, Greece, Cyprus and Thailand--are its exclusive,
high quality content and its early introduction of emerging technologies. In
most markets in which it operates, the Company has exclusive pay-television
rights to transmit premium movies, major sporting events and popular children's
programming. The Company believes that access to such programming gives it the
content necessary to attract and retain subscribers and grow successful
pay-media services.

Since beginning operations in 1986, the Company has experienced
significant growth in the number of its subscribers, revenue per subscriber and
total revenue. From March 31, 1996 to September 30, 1998, the Company's
consolidated operations (excluding Asia and the Middle East, which are not
consolidated) had subscriber growth of 35.1%, from 1.14 million subscribers to
1.54 million. Over the same time period, the monthly revenue per subscriber of
these operations grew 22.1%, from $18.63 to $22.74. In addition, subscription
revenue for these operations grew 73.4%, from $233.3 million for the year ended
March 31, 1996 to $404.5 million for the year ended March 31, 1998.

1
<PAGE>

Technology

The Company's technology division, Mindport, provides a comprehensive
package of technology products and support services to pay-media operators
worldwide. Mindport seeks to capitalize upon the pay-media industry's evolution
from analog to digital and then to interactive and Internet services.
Mindport's customers include some of the leading international pay-media
companies, such as EchoStar, BSkyB, Canal Plus S.A. ("Canal+"), Galaxy Latin
America, Television Par Satellite ("TPS") and DirecTV Japan, as well as the
Company's pay-television businesses. The Company also recently signed an
agreement to provide Mindport's pay-television technology on a trial basis to
the China Broadcasting Film and Television Satellite Co. Ltd ("CBSat"), a
subsidiary of China Central Television, which is preparing to distribute its
digital television signals to rural areas in the People's Republic of China.
The Mindport product line includes subscriber management systems (IBS),
conditional access systems (Irdeto Access), operating software for interactive
television (OpenTV), content management systems, set-top box design and
specification and consulting services.

Internet

The Company believes that the Internet business is complementary to its
existing businesses and a natural extension of its core competencies of
subscriber, content and platform management. By leveraging its subscriber-based
pay-media expertise, the Company plans to offer a range of Internet services,
including Internet access, content aggregation and subscriber management, both
within certain of its current pay-television markets and in new markets. The
Company's first investment in the Internet business occurred with its
successful acquisition, growth and spin-off of M-Web Holdings Limited
("M-Web"), the leading Internet service provider in South Africa and now a
publicly-listed affiliate of the Company.

2
<PAGE>

The Offerings

Of the Class A Ordinary Shares being offered hereby by the Issuer,
4,537,500 shares are being offered initially in the United States and Canada by
the U.S. Underwriters and 4,537,500 shares are being offered initially outside
the United States and Canada by the International Managers. See "Underwriting".

<TABLE>
<S> <C>
Class A Ordinary Shares offered (1):
U.S. Offering ..................... 4,537,500 shares
International Offering ............ 4,537,500 shares
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Total ........................... 9,075,000 shares
=========
Ordinary Shares to be outstanding after
the Offerings and the Thomson
Conversion:
Class A Ordinary Shares ........... 19,104,456 shares(1)
Class B Ordinary Shares ........... 30,787,319 shares
----------
Total ........................... 49,891,775 shares(1)
==========
</TABLE>

Use of Proceeds.............. The Company intends to use the net proceeds of
the Offerings (i) to finance investments in and
acquisitions of pay-television, Internet
services and pay-media technology businesses,
(ii) to fund the growth of existing businesses
and (iii) to repay indebtedness. The Company
will also retain some cash balances for general
working capital purposes. See "Use of Proceeds".

Trading...................... The Class A Ordinary Shares have been approved
for listing on each of the Nasdaq National
Market (the "Nasdaq") and the Amsterdam Stock
Exchange under the symbol "MIHL".

Payment and Delivery......... The Class A Ordinary Shares offered hereby
will be in registered form booked in a register
kept in New York City. Initial sales of all
Class A Ordinary Shares offered hereby will be
settled in U.S. dollars. Subsequent trading of
shares effected on the Nasdaq or the Amsterdam
Stock Exchange generally will be settled in U.S.
dollars in accordance with the normal settlement
practices of those markets.

Voting and Certain
Other Rights................. The holders of Class B Ordinary Shares generally
have rights, including as to dividends,
identical to those of holders of Class A
Ordinary Shares, except that holders of Class B
Ordinary Shares are entitled to three votes per
share and holders of Class A Ordinary Shares are
entitled to one vote per share. Holders of Class
B Ordinary Shares and Class A Ordinary Shares
generally vote together as a single class,
except as otherwise required by British Virgin
Islands law or the Memorandum and Articles.
Purchasers of Class A Ordinary Shares in the
Offerings will be able to exercise rights
attaching to those shares on the date their name
is entered as owner of record for such shares on
the books of the transfer agent. See
"Description of Capital Stock--Class A Ordinary
Shares and Class B Ordinary Shares".

3
<PAGE>

Purchase Agreements.......... All of the shares sold in the U.S. Offering
will be sold subject to a purchase agreement
between the Issuer and the U.S. Underwriters (as
defined), and all of the shares sold in the
International Offering will be sold subject to a
purchase agreement between the Issuer and the
International Managers (as defined).

Thomson Conversion........... Simultaneously with the consummation of the
Offerings, a $46.2 million note held by Thomson
Consumer Electronics, Inc. ("Thomson") will
convert (the "Thomson Conversion") into
approximately 2,581,775 Class A Ordinary Shares.
The number of shares received by Thomson will
equal the value of the note plus accrued
interest at a rate of 7% per annum divided by
the price of the Class A Ordinary Shares sold in
the Offerings. The conversion of the note into
Class A Ordinary Shares will not be registered
under the Securities Act of 1933. However,
Thomson will have the right to cause the Company
to register the resale of those shares at any
time beginning one year after the date of the
Offerings.

- ----------------
(1) Does not include (i) up to 1,360,000 shares that may be issued upon
exercise of over-allotment options granted to the Underwriters and (ii)
950,140 shares issuable upon exercise of employee share options at an
exercise price of $10.57 per share.

Risk Factors

Prospective purchasers of the Class A Ordinary Shares should carefully
consider all of the information contained in this Prospectus before making an
investment in the Class A Ordinary Shares. In particular, prospective
purchasers should carefully consider the factors set forth herein under "Risk
Factors".

4
<PAGE>

RISK FACTORS

In addition to other information contained in this Prospectus, prospective
investors should consider carefully the following factors in evaluating the
Company and its business before making an investment in the securities offered
hereby.

Holding Company Structure; Significant Limitations on Access to Cash Flow of
Subsidiaries and Joint Ventures

MIH Limited is a holding company that has no significant business
operations or assets other than its interest in its subsidiaries, joint
ventures and other investments. Accordingly, the Issuer must rely entirely upon
distributions and repayment of advances from its subsidiaries, joint ventures
and other investments to generate the funds necessary to meet its obligations
and its other cash flow needs, including for working capital, capital
expenditures and acquisitions. The Issuer's subsidiaries and joint ventures are
separate and distinct legal entities that have no obligation, contingent or
otherwise, to make any funds available to it, whether by dividends, loans or
other payments. In addition, the ability of the Issuer's subsidiaries and joint
ventures to make distributions to the Issuer is subject, in certain
jurisdictions, to applicable foreign investment and exchange laws and the
availability of foreign exchange in sufficient quantities in those countries.
The amount of such distributions from these entities will be affected by the
current regulatory systems in these jurisdictions, primarily the provisions
relating to exchange controls. See "--South African Exchange Control".
Furthermore, because consent is required of the joint venture partners in some
of the Issuer's joint ventures for distributions from such joint ventures, the
Issuer's ability to receive distributions from such joint ventures is dependent
on the cooperation of its joint venture partners. See "--Dependence on Local
Parties; Absence of Control of Joint Ventures". Thus, there can be no assurance
that the Issuer will be able to realize benefits from its subsidiaries, joint
ventures and other investments through the receipt of distributions at such
times and in such amounts as it desires. Any failure by the Issuer to receive
distributions from its subsidiaries, joint ventures or other investments would
restrict its ability to pay dividends on the Class A Ordinary Shares and could
otherwise have a material adverse effect on the Company. In the event that the
Company were unable to meet its working capital needs and capital expenditure
requirements with cash generated from its subsidiaries, joint ventures or other
investments, the Company would have to consider various options, such as
incurring indebtedness, obtaining additional equity capital or selling its
assets. There can be no assurance that the Company will be able to raise new
equity capital, refinance its outstanding indebtedness or obtain new financing
in the future or that, if the Company is able to do so, the terms available
will be favorable to the Company. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources".

History of Operating Losses

The Company or its predecessors had operating losses of $5.3 million,
$42.7 million and $24.1 million for the six months ended September 30, 1998 and
for the years ended March 31, 1998 and 1997, respectively, and an accumulated
loss of $314.3 million as of September 30, 1998. See "Selected Financial and
Operating Data". The Company expects to continue to generate operating losses
as it expands its businesses and attempts to increase its subscriber base.
There can be no assurance that the Company will ever be able to achieve or
maintain profitable operations. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations".

Risks Associated with Growth Strategies

Acquisitions

Part of the Company's growth strategy includes, inter alia, the selective
acquisitions of and investments in pay-television, Internet services,
interactive television services and pay-media technology businesses in
different countries. A substantial portion of the proceeds of the Offerings
will be used to finance such acquisitions and investments. There can be no
assurance that the Company will be able to identify and acquire such businesses
on satisfactory terms, if at all, or that the funds necessary to finance such
acquisitions or investments will be available. The magnitude, timing and nature
of future acquisitions will depend upon various factors (some of which are
beyond the Company's control), including the availability of suitable
acquisition candidates, the negotiation of acceptable terms, the Company's
financial capabilities, the availability of skilled employees to manage the
acquired companies, the receipt of any required regulatory approvals and
general economic and business conditions. In addition, future acquisitions by
the Company will involve certain risks, including the risk that they will
require increased capital and operating expenditures associated with upgrading
acquired systems to the Company's standards and the risk

5
<PAGE>

that the costs of integrating such businesses may have a material adverse
effect on the Company's operating results. The integration of acquired
businesses may also lead to diversion of management attention from other
ongoing business concerns. The consummation of certain acquisitions may lead to
the Company recognizing goodwill, which would be subject to amortization that
reduces the Company's net profits in subsequent financial reporting periods.
See "Use of Proceeds" and "Business--Objectives and Strategy".

Rapid Growth

The Company has experienced rapid growth in a relatively short period of
time. If the Company is able to implement successfully its business strategy,
the Company will experience additional growth and expansion. The management of
such growth will require, among other things, the continued development of the
Company's financial and management controls, the stringent control of costs and
the increased employment and retention of qualified personnel. Failure to
manage its growth successfully could have a material adverse effect on the
Company.

Cost of Receivers

The Company's growth depends, in part, upon its ability to attract new
pay-television customers, many of whom are required to make an up-front
investment in purchasing the equipment necessary to receive the Company's
transmissions. The cost of such equipment may discourage potential subscribers.
The Company believes that the current price of such equipment is low enough to
attract a significant number of subscribers and expects that the price will
decrease over time; however, the Company's market penetration and growth may be
impeded if the cost of the equipment necessary to receive its broadcasts does
not decrease. There can be no assurance that the Company will be able to
establish a substantial customer base in new markets or grow or maintain a
substantial customer base in existing markets.

Greek Operations

The Company's growth strategy in Greece includes the planned launch of a
digital platform upon the receipt by the Company's Greek operations of a
license under a recently enacted broadcasting law. There can be no assurance,
however, that the Greek government will grant such a license. The Company is
currently incurring expenses with regard to its Greek digital operations, and
accordingly, any delay or inability to launch the digital platform could
materially adversely affect the Company's business in that market.

Dependence on Local Parties; Absence of Control of Joint Ventures

Many of the Company's operations have been developed in cooperation or
partnership with key local parties. With regard to such operations, the Company
is dependent on its local partners to provide knowledge of the local market
conditions and to facilitate the acquisition of necessary licenses and permits.
Any failure by the Company to form or maintain alliances with local partners,
or the preemption or disruption of such alliances by the Company's competitors
or otherwise, could adversely affect the Company's ability to penetrate and
compete successfully in many of the markets it operates or enters. Certain of
the Company's businesses may be vulnerable to local governmental or
quasi-governmental entities or other third parties who wish to renegotiate the
terms and conditions of, or terminate, their agreements or other understandings
with the Company.

Significant actions by most of the Company's ventures, such as approving
budgets and business plans, declaring and paying dividends and entering into
significant transactions, effectively require the approval of the Company's
local partners. Accordingly, the Company does not have unilateral control over
the operations of many of its joint ventures, which limits the Company's
flexibility and, under certain circumstances, could adversely affect the
Company's business strategy and operating results in the applicable region.

Availability of Programming

The success of the Company's pay-television business will be dependent on
its ability to continue to obtain attractive programming at commercially
reasonable costs. The Company is dependent on third party suppliers for
substantially all of its programming. A large portion of the Company's
programming is purchased from content providers in the United States and
Europe. The competition for the most attractive programming contracts,
including major sports and premium Hollywood movies, is intense, and in the
event that any of the Company's contracts are canceled or not renewed, the
Company would be required to seek alternative programming from other sources.
There can be no assurance that alternative programming would be available to
the Company on acceptable terms or at all or, if so available, that such
programming would appeal to the Company's subscribers. The Company's strategy
also depends on its ability to offer attractive programming on an exclusive
basis. There can be no assurance that the Company will continue to obtain
exclusive rights to such programming. See "Business--Pay-television".

6
<PAGE>

Competition

Pay-television

Although the Company is currently the only major provider of
pay-television services in each of its markets, the Company competes directly
with both state-owned and private national free-to-air broadcast networks and
regional and local broadcast stations for audience share, programming and
advertising revenue and indirectly with motion picture theaters, video rental
stores and other entertainment and leisure activities for general leisure
spending. The markets in which the Company operates are in a constant state of
change due to technological, economic and regulatory developments. The Company
is unable to predict what forms of competition will develop in the future, the
extent of such competition or its possible effects on the Company's businesses.
See "Business--Pay-television".

Technology

The market for the products and services offered by the Company's Mindport
division is highly competitive. The Company competes with numerous other
entities, including other pay-television providers, many of which have
substantially greater financial resources than the Company. Current and
potential competitors in one or more aspects of the Mindport product line
include television and other system software companies, interactive television
system providers and multimedia authoring tool providers. There are also
numerous businesses with the expertise and financial resources necessary to
enter the markets in which Mindport operates. Competition in these markets is
also greatly affected by technological developments, which may make the
Company's products and services obsolete or less competitive. See
"Business--Technology".

Internet

The market for Internet access and related services is extremely
competitive. The Company anticipates that competition will continue to
intensify as the use of the Internet grows. The tremendous growth and potential
market size of the Internet access market has attracted many start-up companies
as well as existing businesses from different industries. Competitors include,
in addition to national, regional and local Internet service providers, long
distance and local exchange telecommunications companies, cable television
companies, direct broadcast satellite and other wireless communications
providers and on-line service providers. Many such competitors have longer
operating histories and substantially greater financial, technical, marketing
and personnel resources as well as greater name recognition than does the
Company.

Dependence Upon Satellites

The Company's digital programming is or will be transmitted to customers
through different satellites around the world, and in certain regions its
terrestrial analog signal is also transmitted to regional broadcast points
through satellites. In addition, the Company receives a significant amount of
its programming through satellites. Satellites are subject to significant
risks, including defects, launch failure, incorrect orbital placement and
destruction and damage, that may prevent or impair proper commercial
operations. All satellites have limited useful lives, which vary as a result of
their construction, the durability of their components, the capability of their
solar arrays and batteries, the amount of station keeping fuel remaining once
in orbit, the launch vehicle used and the accuracy of the launch. In addition,
there can be no assurance that satellites will achieve their minimum design
life. Furthermore, the Company's transponder lease agreements do not guarantee
the minimum useful life of any satellites. Although the Company has not
experienced any significant disruption of its transmissions, the operation of
satellites is beyond the control of the Company. Future launch failures or
disruption of the transmissions of satellites that are already operational
could have a material adverse effect on the Company. In addition, the ability
of the Company to transmit its programming following the expected useful lives
of its current satellites and to broadcast additional channels will depend upon
the ability of the Company to obtain rights to utilize transponders on other
satellites. The Company does not currently have alternative satellite contracts
in place, and in the event of a satellite failure, transponder capacity on
other satellites must be procured. There can be no assurance that the Company
will be able to obtain any such rights or that the cost of such rights will be
commercially acceptable to the Company.

Dependence on Transmission and Production Facilities

The Company is dependent on its own transmission and production facilities
as well as those of its programming suppliers and affiliates to provide its
pay-television services. If a natural disaster or other event, such as a
lightning strike, results in the operations at any of these facilities being
disrupted for any significant period

7
<PAGE>

of time or inventory located there being damaged, a prolonged suspension of the
Company's pay-television services could occur and the results of operations and
financial condition of the Company could be materially adversely affected.
Although the Company maintains insurance coverage on its own transmission and
production facilities, there can be no assurance that such insurance proceeds
would be available on a timely basis or be sufficient to fully offset such
losses.

Change in Technology

The pay-television industry as a whole is, and is likely to continue to
be, subject to rapid and significant changes in technology. Although the
Company believes that, for the foreseeable future, existing and developing
alternative technologies will not materially adversely affect the viability or
competitiveness of its pay-television business, there can be no assurance as to
the effect of such technological changes on the Company. In addition, changes
in technology, including enhancements of the Company's existing technology, may
require the Company to expend substantial financial resources to remain
competitive.

New technologies or industry standards have the potential to replace or
provide lower cost alternatives to the products and services of Mindport. The
adoption of such new technologies or industry standards could render the
Company's planned products and services obsolete or less competitive.

Risk of Unauthorized Access

As with all providers of subscription television programming, the Company
faces the risk that its various programming signals will be obtained by
unauthorized users. For this reason, the delivery of subscription programming
requires the use of encryption technology to prevent unauthorized access to
programming or "piracy". The Company currently utilizes encryption technology
supplied to it by Mindport. The Company believes that this encryption
technology adequately prevents unauthorized access. There can be no assurance,
however, that such encryption technology is, or will remain, effective in
preventing such unauthorized access. In addition, encryption technology cannot
prevent the illegal retransmission or sharing of a television signal once it
has been decrypted. If the Company fails to control unauthorized access to its
transmission, its revenues and its ability to contract for programming services
could be adversely affected.

Internet Business Risks

A significant part of the Company's strategy is to develop Internet
businesses. As is typical in the case of a new and rapidly evolving industry
characterized by rapidly changing technology, evolving industry standards and
frequent new product and service introductions, demand and market acceptance
for recently introduced products and services on the Internet are subject to a
high level of uncertainty. In addition, critical issues concerning the
commercial use of the Internet remain unresolved and may impact the growth of
Internet use. These issues include a perceived lack of security of commercial
data (such as credit card numbers) and capacity constraints resulting in
delays, transmission errors and other difficulties. These and other issues
affecting the Internet industry may be particularly aggravated in the countries
in which the Company may enter the Internet business, which may have a less
developed Internet culture. If, in the areas in which the Company launches its
Internet business, the market for Internet access services fails to develop,
develops more slowly than expected or becomes saturated with competitors, or if
the Internet access and services to be offered by the Company are not broadly
accepted, the Company's growth strategy could be materially adversely affected.
Other Internet business risks include: (i) the inability to obtain attractive
content, (ii) unauthorized access, viruses and other disruptive problems, (iii)
dependence on telecommunications providers and (iv) changes in technology that
would require the Company to modify its Internet business.

South African Exchange Control

MIH Limited's South African subsidiaries are subject to significant
restrictions on their ability to remit funds outside of South Africa. South
African exchange control regulations provide for a common monetary area
consisting of South Africa, Lesotho, Namibia and Swaziland (the "CMA").
Transactions between South African residents and non-CMA residents are subject
to South African exchange control regulations. South African residents,
including companies, are generally not permitted to export capital from South
Africa or to hold foreign currency without the approval of The South African
Reserve Bank (the "Reserve Bank"), and restrictions are imposed on their
foreign investments. In addition, South African companies are generally
required to repatriate to South Africa those profits of foreign operations
which are not required to fund their ongoing business operations. These
exchange control regulations effectively prevent the Company from receiving
distributions from its South African subsidiaries. While

8
<PAGE>

such restrictions have been liberalized in recent years, a South African
company's ability to raise and deploy capital outside South Africa remains
subject to significant restrictions. Although approximately two-thirds of the
Company's revenue is generated by its businesses in the CMA and their
subsidiaries and joint ventures, the Company believes that the South African
exchange control restrictions will not affect its ability to fulfill its
various payment obligations.

Foreign Currency Risks

Although a substantial portion of the Company's revenue is denominated in
the currencies of the countries in which it operates, a significant portion of
its cash obligations, including the payment obligations under its satellite
transponder leases and its contracts for programming and channels for its
pay-television platforms, are denominated in U.S. dollars. In those areas where
the Company's revenue is denominated in local currency, a depreciation of that
currency against the U.S. dollar could adversely affect the Company's earnings
and its ability to meet its cash obligations. Similarly, where the Company
prices its products and services in U.S. dollars or U.S. dollar equivalents, a
depreciation of the local currency would make the Company's products more
expensive for its customers and could have an adverse impact on the Company's
sales. Many of the Company's operations are in countries or regions where there
has been substantial depreciation of the local currency against the U.S. dollar
in recent years. Although most of the Company's operating entities hedge a
substantial portion of their currency risks, there can be no assurance that any
such hedging will fully protect the Company or that the Company will continue
to hedge such risks in the future.

The Company's reporting currency is the U.S. dollar. The Company conducts
and will continue to conduct business transactions in currencies other than its
reporting currency; accordingly, appreciation or depreciation in the value of
other currencies as compared to the reporting currency will result in
translation gains or losses which, if the appreciation or depreciation is
significant, could be material.

Social and Political Factors

Many of the countries in which the Company operates are subject to social,
political or economic factors that may materially adversely affect the
Company's business. South Africa is a nascent democracy that is in the early
stages of addressing a large wealth differential among its citizens. In recent
years, South Africa has also experienced high levels of crime and unemployment,
which have, among other things, impeded foreign investment in South Africa and
prompted an emigration of skilled workers. In addition, Thailand has recently
experienced adverse economic developments, as have a number of other countries
in Southeast Asia. These developments include currency depreciations, increased
interest rates, economic slowdown or contraction, increases in corporate
bankruptcies, stock market declines and government imposed austerity measures.
These or other adverse developments or government reactions to them could
adversely affect the Company's business. In addition, the Company does and may
begin to do business in other countries that have political, social or economic
factors that could adversely affect the Company's business. Although
governments in each of the above countries have taken steps toward addressing
these factors, it is not possible to predict whether or to what extent these
steps will succeed in achieving their objectives or what effect these steps or
these problems will have on companies doing business in these countries.

Regulation

Pay-television, Internet and other pay-media operations and the provision
of programming services are generally subject to governmental regulation, which
may change from time to time. Such changes in applicable laws and regulations
could cause the Company to incur additional costs of compliance or otherwise
adversely affect the Company's business. There can be no assurance that
material and adverse changes in the regulation of the Company's existing
operations will not occur in the future. Regulation can take the form of price
controls, service requirements, programming content restrictions, foreign
ownership restrictions and licensing requirements, among others. Delays in
obtaining or renewing any required regulatory approvals could adversely affect
the Company's ability to offer some or all of its services; for instance, the
Company's license to broadcast analog television in Greece is scheduled to
expire in October 1999, and there can be no assurance that it will be renewed.
In most countries in which it does or may do business, the Company operates or
may operate pursuant to licenses obtained from governmental or
quasi-governmental agencies, which licenses are generally subject to periodic
renewal. The inability of the Company to obtain or retain any required licenses
could have a material adverse effect on its business. See "Regulation".

9
<PAGE>

Risks Associated with Intellectual Property

The Company's success depends in part on its ability to protect and
maintain the proprietary nature of its technology through a combination of
patents, trade secrets, trademarks, copyrights, licenses and other intellectual
property arrangements. The Company has issued and pending patents, trademark
registrations and computer program copyrights in the United States and other
countries. See "Business--Intellectual Property". The Company intends to
vigorously protect its intellectual property rights. It may be possible,
however, for a third party to copy or otherwise obtain and use the Company's
technology without authorization, or to develop similar technology
independently. Furthermore, the laws of certain countries in which the Company
sells its products do not protect the Company's intellectual property rights to
the same extent as do the laws of the United States. If unauthorized copying or
misuse of the Company's products were to occur to any substantial degree, the
Company's business could be materially adversely affected. There can be no
assurance that the Company's means of protecting its proprietary rights will be
adequate or that the Company's competitors will not independently develop
similar technology.

Although the Company has not received any notices from third parties
alleging infringement claims, there can be no assurance that third parties will
not claim that the Company's current or future products infringe the
proprietary rights of others. The Company expects that software developers will
increasingly be subject to such claims as the number of products and
competitors providing software and services to the pay-media industries
increases and overlaps occur. Any such claim, with or without merit, could
result in costly litigation or might require the Company to enter into royalty
or licensing agreements, any of which could have a material adverse effect on
the Company. Such royalty or licensing agreements, if required, may not be
available on terms acceptable to the Company or at all.

Dependence on Personnel

The operating performance of the Company depends on the efforts and
abilities of its senior management. The loss of the services of any of those
individuals could have a material adverse effect on the Company's business. See
"Management". The Company believes that the success of its technology and
Internet businesses will depend in large part on its ability to attract and
retain highly skilled information technology professionals and software
programmers for whom there is intense competition. There can be no assurance
that the Company will be able to attract and retain the personnel necessary for
the development and integration of these businesses. Delays in hiring such
personnel could delay the achievement of development and marketing objectives.
The loss of the services of key personnel or the failure to attract additional
personnel as required could have a material adverse effect on the Company.

Shareholder Control

Immediately following the Offerings (assuming no exercise of the
Underwriters' over-allotment options) and the Thomson Conversion, MIH Holdings
Limited ("MIH Holdings") will own, through its wholly-owned subsidiary MIH
(BVI) Limited, 100.0% of the Class B Ordinary Shares outstanding, representing
82.9% of the voting interest of the Issuer. MIH Investments (Proprietary)
Limited ("MIH Investments") owns 52.9% of the voting stock of MIH Holdings, and
Naspers Limited ("Naspers") owns 100.0% of the voting stock of MIH Investments
along with direct ownership of 2.8% of MIH Holdings. As a result of its
ownership of Class B Ordinary Shares, MIH Holdings and its parent companies
have sufficient voting power, without the vote of any other shareholders, to
determine the outcome of any action requiring shareholder approval, to amend
the Memorandum and Articles for any purpose, which could include increasing or
reducing the Issuer's authorized capital or authorizing the issuance of
additional shares and to elect all of the issuer's directors who determine the
declaration and payment of dividends and any other action to be taken by the
Issuer. The Company engages in transactions with subsidiaries of Naspers in the
ordinary course of business. The interests of holders of the Class B Ordinary
Shares may diverge from the interests of the holders of the Class A Ordinary
Shares, and holders of Class B Ordinary Shares may be in a position to require
the Company to act in a way that is not consistent with the general interests
of the holders of the Class A Ordinary Shares, including through transactions
with related companies. See "Management", "Security Ownership" and "Certain
Transactions". In addition, the Company, MIH (BVI) Limited and Johnnic (IOM)
Limited ("Johnnic") are parties to a shareholders agreement pursuant to which
Johnnic holds a right to approve certain expansions in the Company's line of
business and would receive certain additional approval rights in the event it
comes to hold greater than 20% or more of the Company's then issued Ordinary
Shares. The Company does not anticipate that

10
<PAGE>

Johnnic will come to own 20% or more of the Company's Ordinary Shares in the
near future, or that any rights held by Johnnic would materially affect the
Company's execution of its business plan as described in this Prospectus.

Broad Discretion on Application of Proceeds

The Company's business plan is general in nature and is subject to change
based upon changing conditions and opportunities. The management of the Company
will have broad discretion in applying the net proceeds of the Offerings. The
Company may use the net proceeds for future acquisitions and investments;
however, the Company at present is not party to any definitive, material
agreements relating to such future acquisitions. There can be no assurance that
suitable opportunities for any such acquisitions will be available to the
Company and no assurance of the timing of such acquisitions or of the portion
of the net proceeds from the Offerings necessary for their consummation. See
"Use of Proceeds".

Year 2000 Risks

Many computer programs and electronic devices in use today mistakenly
treat dates falling after December 31, 1999 as dates during the twentieth
century. The Company is conducting a comprehensive review of its internal
computer systems and the products and services it offers to customers in order
to identify which of them will have to be modified in order to properly
recognize and process dates after December 31, 1999. The testing which the
Company has conducted to date (and will conduct in respect of all of its
products and business critical systems) is designed to identify which of its
products and business critical systems are not Year 2000 compliant and
determine the remedies necessary to ensure such compliance. The Company has
also requested its suppliers to provide it with details of what action they are
taking to ensure that the products and services supplied to the Company will be
Year 2000 compliant. Although the Company believes that with certain planned
modifications and upgrades, the Year 2000 issue will not pose significant
operational problems for its products and business critical systems, there can
be no assurance that its Year 2000 compliance efforts will be completed on time
or that it will be successful. Any delays or omissions by the Company or its
suppliers to resolve the Year 2000 issue could materially adversely affect the
Company. Further, in certain countries in which the Company operates, the
governments, governmental agencies, utility companies and the Company's
suppliers may not be applying sufficient resources to the resolution of the
Year 2000 issue. Such failure could materially adversely affect the Company.
Finally, the Company has incurred and will continue to incur internal staff
costs, consultancy fees and other expenses in preparation for the Year 2000.
There can be no assurance that such amounts will not be material. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Year 2000 Issue".

Shareholder Rights under British Virgin Islands Law

The Issuer's corporate affairs are governed by its Memorandum and Articles
and by the International Business Companies Act of the British Virgin Islands.
Principles of law relating to such matters as the validity of corporate
procedures, the fiduciary duties of management and the rights of the Issuer's
shareholders may differ from those that would apply if the Issuer were
incorporated in the United States or another jurisdiction. The rights of
shareholders under British Virgin Islands law are not as clearly established as
are the rights of shareholders in many other jurisdictions. Thus, the public
shareholders of the Issuer may have more difficulty in protecting their
interests in the face of actions by the Board of Directors or the principal
shareholders (see "--Shareholder Control") than they would have as shareholders
of a corporation incorporated in another jurisdiction. In addition, it is
unlikely that the courts of the British Virgin Islands would enforce, either in
an original action or in an action for enforcement of judgments of other
courts, liabilities which are predicated upon the securities laws of the United
States or other jurisdictions. See "--Enforceability of Civil Liabilities".

Enforceability of Civil Liabilities

The Issuer is a holding corporation organized as an International Business
Company under the laws of the British Virgin Islands with its business
operations located in several countries, principally South Africa, the
Netherlands, Greece and Thailand. The Issuer has appointed CT Corporation
System as its agent upon whom process may be served in any action brought
against the Issuer under the securities laws of the United States. However,
outside the United States, it may be difficult for investors to enforce
judgments against the Issuer obtained in the United States in any such actions,
including actions predicated upon civil liability provisions of securities
laws. In addition, all of the Issuer's officers and directors reside outside
the United States and nearly all of the assets of these persons and of the
Issuer are located outside of the United States. As a result, it may not be
possible for

11
<PAGE>

investors to effect service of process within the United States upon such
persons, or to enforce against the Issuer or such persons judgments predicated
upon the liability provisions of the securities laws of the United States. The
Issuer has been advised by Mallinicks, its South African counsel, Nauta Dutilh,
its Dutch counsel, Zepos & Zepos, its Greek counsel, White & Case (Thailand)
Limited, its Thai counsel and Harney Westwood and Riegels, its British Virgin
Islands counsel that there is substantial doubt as to the enforceability
against the Issuer or any of its directors and officers located outside the
United States in original actions or in actions for enforcement of judgments of
U.S. courts of liabilities predicated on the civil liability provisions of the
United States securities laws.

No Prior Public Market; Possible Volatility of Stock Price

Prior to the Offerings, there has been no public market for the Class A
Ordinary Shares. Although the Class A Ordinary Shares have been approved for
listing on the Nasdaq and the Amsterdam Stock Exchange, there can be no
assurance that an active public market for the Class A Ordinary Shares will
develop or continue after the Offerings. The initial public offering price per
Class A Ordinary Share has been determined by negotiations among the Issuer and
the representatives of the Underwriters and may not be indicative of the price
at which the Class A Ordinary Shares will trade after the Offerings. See
"Underwriting". Prices for the Class A Ordinary Shares will be determined in
the marketplace and may be influenced by many factors, including the financial
results of the Company, changes in earnings estimated by industry research
analysts, investors' perceptions of the Company and general economic, industry
and market conditions. In addition, the stock markets have from time to time
experienced extreme price and volume volatility, and such volatility may
adversely affect the market price of the Class A Ordinary Shares. Accordingly,
there can be no assurance that the market price of the Class A Ordinary Shares
will not decline below the initial public offering price.

Absence of Dividends

The Issuer anticipates that all of its earnings in the foreseeable future
will be retained to finance the continued growth and expansion of its business,
and, therefore, the Issuer has no intention to pay cash dividends on its
Ordinary Shares in the foreseeable future. In the event that the Issuer or its
subsidiaries enter into future financings, the terms of such financings may
include restrictions on the payment of dividends. See "Dividend Policy" and
"--Holding Company Structure; Significant Limitations on Access to Cash Flow of
Subsidiaries and Joint Ventures".

Shares Eligible for Future Sale

SuperSport International Holdings Limited ("SSIH") and Johnnic
collectively own 7,447,681 Class A Ordinary Shares; Thomson, after the Thomson
Conversion, will own approximately 2,581,775 Class A Ordinary Shares; and MIH
Holdings, through MIH (BVI) Limited, owns all of the 30,787,319 Class B
Ordinary Shares. SSIH, Johnnic, MIH (BVI) Limited and Thomson, together with
the Issuer and its officers and directors, have entered into agreements (the
"Lock-Up Agreements") not to sell, contract to sell, or otherwise dispose of,
any Ordinary Shares without the consent of the Underwriters for a period of 180
days after the date of this Prospectus and to accept other restrictions on the
sale of Ordinary Shares for a period of one year after the Offerings. In
addition, SSIH, Johnnic and MIH (BVI) Limited have agreed (in accordance with
the rules for admission to listing on the Amsterdam Stock Exchange of issuers
with less than three financial years' net profit) that they will not, for a
period of three years after the date of such admission, dispose of Ordinary
Shares that total, in the aggregate, more than 50% (as long as not more than
one of the financial years of the Issuer has closed with a net profit) or 75%
(if and when two financial years of the Issuer have closed with a net profit)
of the number of Ordinary Shares currently outstanding, subject to certain
exceptions (the "ASE Lock-Up Agreement"). Upon expiration of the Lock-Up
Agreements, such shares will be eligible for resale in the public markets in
accordance with Regulation S ("Regulation S") and Rule 144 ("Rule 144")
promulgated under the Securities Act of 1933 (the "Securities Act").

Upon consummation of the Offerings and the Thomson Conversion, but subject
to the continued applicability of the ASE Lock-Up Agreement to SSIH, Johnnic
and MIH (BVI) Limited, the Issuer will have outstanding options to purchase a
total of 950,140 Class A Ordinary Shares, which options will be exercisable
immediately following consummation of the Offerings, with delivery of the
shares occurring from three to five years after issuance of the option. The
shares issued upon exercise of these options will be potentially eligible for
public sale 90 days after the date of this Prospectus pursuant to Rule 701
under the Securities Act. All holders of such options, however, have signed
Lock-Up Agreements. Except as limited by the Lock-Up Agreements and by volume
limitations applicable to affiliates under Rule 144, shares issued upon the
exercise of stock options generally are available for sale in the open market.
Future sales of significant amounts of Class A Ordinary Shares in the public
market after the Offerings could adversely affect the prevailing market price
of the Class A Ordinary Shares. See "Shares Eligible for Future Sale".

12
<PAGE>

Certain Anti-Takeover Matters

The low voting rights of the Class A Ordinary Shares, as well as certain
other provisions of the Issuer's Memorandum and Articles, may discourage other
persons from attempting to acquire control of the Issuer. These provisions
include, but are not limited to, a classified Board of Directors, the
authorization of the Board of Directors to issue shares of undesignated
preferred stock in one or more series without the specific approval of the
holders of Ordinary Shares, the establishment of advance notice requirements
for director nominations and actions to be taken at shareholder meetings and
the requirement that two-thirds of the shareholders entitled to vote at a
meeting are required to approve any change to certain provisions of the
Memorandum and Articles. The low voting rights of the Class A Ordinary Shares
and such provisions, as well as certain provisions of British Virgin Islands
law to which the Issuer is subject, could impede a merger, takeover or other
business combination involving the Issuer or discourage a potential acquiror
from making a tender offer or otherwise attempting to obtain control of the
Issuer. In certain circumstances, such provisions may inhibit or discourage
takeover attempts and could reduce the market value of the Class A Ordinary
Shares. See "Description of Capital Stock--Certain Anti-Takeover Matters".

Immediate and Substantial Dilution

Investors purchasing Class A Ordinary Shares in the Offerings will
experience immediate and substantial dilution in the net tangible book value of
their shares. See "Dilution".

Forward-Looking Statements

This Prospectus contains "forward-looking statements". These
forward-looking statements are subject to a number of risks and uncertainties,
many of which are beyond the Company's control. Forward-looking statements are
typically identified by the words "believe", "expect", "anticipate", "intent",
"estimate" and similar expressions. All statements other than statements of
historical facts contained in this Prospectus, including, without limitation,
the statements under "Prospectus Summary", "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business" and
located elsewhere herein regarding industry prospects and the Company's results
of operations or financial position are forward-looking statements. Actual
results could differ materially from those contemplated by these
forward-looking statements as a result of factors ("Cautionary Statements")
such as product and service development, market acceptance risks, the impact of
competitive products, services and pricing, the results of current and future
programming agreements and regulatory relationships, the results of financing
efforts, the pursuit and consummation of certain acquisitions, developments
regarding intellectual property rights and litigation, and risks described
under "Risk Factors". In light of these risks and uncertainties, there can be
no assurance that the results and events contemplated by the forward-looking
information contained in this Prospectus will in fact transpire. Potential
investors are cautioned not to place undue reliance on these forward-looking
statements. Neither the Company nor any of the Underwriters undertake any
obligation to update or revise any forward-looking statements. All subsequent
written or oral forward-looking statements attributable to the Company or
persons acting on behalf of the Company are expressly qualified in their
entirety by the Cautionary Statements.

13
<PAGE>

USE OF PROCEEDS

The net proceeds to the Issuer from the Offerings are estimated to be
approximately $148.2 million after deducting underwriting discounts and
offering expenses. The Company intends to use these proceeds to make
acquisitions and investments, fund the growth and improvement of existing
businesses, repay debt and fund working capital and general corporate purposes.

As described under "Business--Objectives and Strategy", the Company
intends to make investments in and acquisitions of pay-television services,
Internet services, interactive television services and related technology
businesses. The Company is currently considering a number of acquisitions but
has not yet entered into definitive agreements with regard to any of them and
expects additional acquisition opportunities to arise. The Company also intends
to fund the growth and improvement of its existing businesses and may use the
majority of the proceeds for this purpose if the available investment
opportunities warrant. The Company's management will have substantial
discretion in investing the net proceeds of the Offerings.

The acquisitions and investments described above reflect the Company's
current expectations and plans, which are subject to change. Any acquisition or
investment will be subject to various contingencies, including the results of
negotiations with third parties, obtaining required government approvals, and
obtaining required shareholder or board approvals. See "Risk Factors--Risks
Associated with Growth Strategies".

The Company also intends to use the proceeds of the Offerings for the
repayment of certain indebtedness. This indebtedness consists of (i) drawings
of approximately $23 million under a revolving demand facility from ABSA Bank
Limited that bears interest at a rate of LIBOR + 2% and (ii) drawings of
approximately $10 million under a loan from MeesPierson N.V. that bears
interest at a rate of LIBOR + 0.9% and is repayable upon the earlier of
February 12, 2000 and the completion of the Offerings or another public
offering or credit facility. These loans were used to (i) repay $30 million of
debt assumed in connection with the Canal+ Transaction (as defined herein),
(ii) make payments to third parties to purchase 1.7% of the voting shares of
UBC and (iii) for working capital and general corporate purposes.

The Company will use the balance of the proceeds for working capital and
general corporate purposes.

DIVIDEND POLICY

The Issuer anticipates that all of its earnings in the foreseeable future
will be retained to finance its continued growth and expansion and has no
current intention to pay cash dividends on its Ordinary Shares. The payment of
dividends is within the discretion of the Issuer's Board of Directors and will
be dependent upon, among other factors, the Company's results of operations,
financial condition, capital requirements, restrictions imposed by the
Company's financing arrangements and legal requirements. See "Risk
Factors--Holding Company Structure; Significant Limitations on Access to Cash
Flow of Subsidiaries and Joint Ventures".

14
<PAGE>

DILUTION

At September 30, 1998, the Issuer had a net tangible book value of
approximately $61.0 million, or $1.60 per Ordinary Share. Net tangible book
value per share represents the amount of total tangible assets less total
liabilities divided by the number of Ordinary Shares outstanding. After giving
effect to the sale of Class A Ordinary Shares in the Offerings and the Thomson
Conversion and after deducting the underwriting discount and estimated offering
expenses payable by the Issuer, the pro forma net tangible book value of the
Issuer as of September 30, 1998 would have been approximately $205.6 million,
or $4.12 per share. This represents an immediate increase in net tangible book
value of $2.52 per share to the existing shareholders and an immediate dilution
of $13.88 per share to new investors. The following table illustrates this per
share dilution:

<TABLE>
<S> <C> <C>
Initial public offering price ................................... $ 18.00
Net tangible book value as of September 30, 1998(1) ......... $ 1.60
Increase attributable to net proceeds to the Issuer
from the Offerings and the Thomson Conversion(2) ............ 2.52
------
Pro forma net tangible book value after the Offerings and the
Thomson Conversion(2) ....................................... 4.12
--------
Dilution to new investors ....................................... $ 13.88
========
</TABLE>

- ----------------
(1) The net tangible book value of the Company is calculated as shareholders'
equity less intangible assets.

(2) After giving effect to the underwriting discount and the estimated
expenses of the Offerings and adjusted to exclude $50.0 million,
representing the estimated excess of the purchase price over the assumed
fair value of net liabilities acquired in OpenTV as a result of the
purchase of common stock of OpenTV from Thomson (see Recent
Developments). The final allocation of the purchase price may differ
materially from amounts assumed in the pro forma information.

15
<PAGE>

SUMMARY ORGANIZATIONAL CHART

(Ownership figures reflect economic interests rather than voting rights)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
--------------- --------
MIH Holdings(1) ------------------------------------ M-Web(1)
--------------- (shares lined on JSE) --------
| A leading
-------------------- | 62%(2) -------------------- ISP in
SSIH(1) | Johnnic South Africa
-------------------- | --------------------
Provides pay- | 7%(2) | 8%(2) | Wholly-owned
television +--------| | |--------------+ subsidiary of
programming, -------------------- JSE listed
mostly sports MIH Limited investment
(the "Issuer") company
--------------------
|
|
-----------------------------------------------------------------------------------------------
| | | | |
| | | | |
--------------------------------- --------------- ------ --------------------------
AFRICA AND THE MIDDLE EAST MEDITERRANEAN ASIA TECHNOLOGY
--------------------------------- --------------- ------ (Mindport)
| | | | --------------------------
| 100% | various % |100%(3) | 28%(4) | |
------------------- ---------------- ------------- --------------- | |
MultiChoice Egypt and the NetMed UBC(5) | |
Africa Middle East | |
------------------- ---------------- ------------- --------------- | |
| | | various Manages the | | Leading | |
| 100% | | % subscriber Leading provider | |
-------------- | -------------- base of pay- provider of pay- | |
South | Sub-Saharan television of pay- television | |
Africa | Africa providers in television services | 100% | 80%
-------------- | -------------- Egypt and services in Thailand ------------ --------------
| certain in Greece Irdeto OpenTV
Leading | Leading Middle-Eastern and Cyprus ------------ --------------
provider of | provider of countries | | Technology Develops and
pay-television | pay-television | | company sells software
services in | services in various | | serving pay- platforms for
South Africa | Sub-Saharan % | | 51% media interactive
| Africa --------- --------- businesses television
| 20%(6) Greece Cyprus
----------------------------- --------- ---------
| |
- - ------------- -------------
(shares
SSIH(1) linked on JSE) M-Net(1)
----------------
- - ------------- -------------
Provides pay- Provides pay-
television television
programming, programming, mostly
mostly sports premium movies
</TABLE>

(1) Publicly listed in South Africa.
(2) Adjusted to give pro forma effect to the Offerings and the Thomson
Conversion, assuming no exercise of the Underwriters' over-allotment
options.
(3) Effectively 100% because the Company holds an option to purchase the
remaining 48% of NetMed at a fixed price on demand and NetMed does not pay
dividends.
(4) The Company holds an option to purchase an additional 3.3% of UBC.
(5) Publicly listed in Thailand.
(6) One half of such interest is held by a trust, but the Company is entitled
to any dividends until 2001. See Note 3 to Consolidated Financial
Statements.

16
<PAGE>

THE COMPANY

Overview

The Company is a multinational supplier of pay-television services and
related technology. The Company plans to leverage its management and industry
expertise to provide a full array of pay-media content and services over a
variety of electronic platforms, including pay-television, Internet and
interactive television. MIH Limited is incorporated in the British Virgin
Islands and conducts its businesses through subsidiaries and joint ventures.
After giving effect to the Offerings and the Thomson Conversion, MIH Holdings,
which is quoted on the Johannesburg Stock Exchange (the "JSE") under the symbol
"MIB", will indirectly own shares representing 61.7% of the economic interest
and 82.9% of the voting interest of MIH Limited. The shares of MIH Holdings are
linked with those of M-Web, an Internet service provider that was spun off by
MIH Holdings last year. Together, they had a market capitalization of ZAR
5,134.8 million ($829.4 million) as of March 19, 1999. The diagram on the
preceding page summarizes the Company's group structure and ownership.

Subsidiaries and Joint Ventures

Pay-television

In many of its markets, the Company's pay-television businesses utilize
similar corporate structures. These structures generally include a content
management company which provides the content for the pay-television operation,
a subscription management business and a service transmission and distribution
business. In each region, these companies may have local partners.

Africa. The Company operates its South African businesses through
MultiChoice Africa (Proprietary) Limited ("MultiChoice Africa"), an indirect
wholly owned subsidiary of MIH Limited. MultiChoice Africa obtains channels
from and conducts transmission and distribution through certain of the
Company's affiliates. MultiChoice Africa in turn has ownership interests in
joint ventures operating in Kenya, Ghana, Uganda, Nigeria, Tanzania, Zambia,
Namibia, Botswana and Lesotho. In Africa, the Company considers several factors
when determining the countries within which to establish joint ventures,
including comparative political stability, a free market economy, adequate
infrastructure, a favorable foreign exchange system, a suitable local partner
and sufficient management control. In many other African nations, the Company
operates through agents or franchisees. These parties conduct marketing and
advertising to build the subscriber base and collect subscription revenues on
behalf of the Company. They retain a minor portion of these subscription
revenues as compensation for their services and remit the balance to the
Company.

MultiChoice Middle East Inc. ("MultiChoice Middle East") is a 90.0% owned
subsidiary of MultiChoice Middle East Holdings Inc. ("MultiChoice Middle East
Holdings"), which in turn is 50.0% indirectly owned by MIH Limited. The other
shareholders in MultiChoice Middle East Holdings and MultiChoice Middle East
are strategic regional investors. In Egypt, MIH Limited indirectly owns 10.0%
of Cable Network Egypt ("CNE"), which provides terrestrial analog service, and
75.0% of MultiChoice Egypt Limited ("MultiChoice Egypt"), which provides
subscriber management services to CNE.

Mediterranean. The Company operates its Mediterranean businesses through
its interest in a holding company, NetMed B.V. MIH Limited owns 52.0% of NetMed
B.V. (together with its subsidiaries, "NetMed"), and MP Communications B.V.
("MP") owns the remaining 48.0%. The Company holds an option to purchase MP's
48.0% interest on demand at a fixed, pre-arranged price that is slightly
greater than the price at which MP purchased that interest from the Company.
Pursuant to a shareholders agreement between the Company and MP, NetMed does
not pay dividends. Recent changes in the Greek regulatory environment may lead
to a change in the ownership structure of the Company's Greek subsidiaries and
joint ventures, and the Company is currently reviewing several alternatives.

NetMed manages its pay-television business through the following operating
subsidiaries:

o MultiChoice Hellas S.A. ("MultiChoice Hellas") and MultiChoice Cyprus
Limited ("MultiChoice Cyprus") manage the subscriber base and market and
sell pay-television services in Greece and Cyprus, respectively. NetMed
B.V., through Myriad Development B.V., owns 51% of each of MultiChoice
Hellas and MultiChoice Cyprus. The remainder of MultiChoice Hellas is
42.0% owned by Teletypos S.A., a Greek media company that owns Mega
Channel, the second largest Greek free-to-air television channel. The
other 7.0% is owned by Lumiere Television Limited ("Lumiere"), a Cypriot
investor. Lumiere also owns the remaining 49.0% of MultiChoice Cyprus.
MultiChoice Hellas and MultiChoice Cyprus collect subscriber revenues,
retain a portion as payment for their services and pass the balance to
NetMed Hellas S.A. ("NetMed Hellas"), Lumiere and Alfa TV.

17
<PAGE>

o NetMed Hellas is 96.0% owned by NetMed B.V. NetMed Hellas operates the
FilmNet, SuperSport and K-T.V. pay-television channels in Greece and
provides programming to Lumiere and AlfaTV in Cyprus. The remaining 4.0%
ownership is held by Lumiere.

o Synergistic Network Development S.A. ("Syned") is 100.0% owned by NetMed
B.V. and is responsible for signal transmission and distribution.

Asia. The Company conducts its development operations in Asia through its
office in Hong Kong. The Company's first Asian investment is its joint venture
interest in the United Broadcasting Corporation Public Company Limited,
formerly the International Broadcasting Corporation Public Company Limited
("UBC"), and its subsidiaries (together, the "UBC Group") in Thailand. Founded
in 1985, UBC is quoted on the Stock Exchange of Thailand under the symbol "UBC"
and had a market capitalization of Baht 11,482 million ($306.4 million) on
March 19, 1999. The Company became an investor in UBC in January 1997 and has
gradually increased its total share of ownership of UBC to approximately 27.8%
with an option to purchase an additional 3.3% from London National Corporation.
As of February 8, 1999, the remaining shares were beneficially owned 41.0% by
Telecom Holding Company Limited ("Telecom Asia"), 0.4% by the Mass
Communications Organization of Thailand ("MCOT") and 30.8% by other private
investors and the public. The Company has pledged its shares in UBC to ABSA
Bank Limited as security for a revolving demand facility. The Company expects
the pledge to be released once the debt has been repaid from the proceeds of
the Offerings. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Liquidity and Capital Resources--Debt".

The UBC Group's pay-television business is managed through four operating
entities. UBC operates the digital satellite service and acts as a holding
company for the remaining parts of the business. UBC Cable Network Public
Company Limited ("UBC Cable"), formerly UTV Cable Network Public Company
Limited, which is 97.9% owned by UBC, operates the cable television services
business for the UBC Group. Cineplex Company Limited ("Cineplex"), which is
99.9% owned by UBC, produces channels featuring movies, drama, educational
programming, news and sports for the UBC Group's pay-television systems. Both
UBC Cable and Cineplex were founded by Telecom Asia and later purchased by UBC.
Satellite Services Company Limited ("SSV"), which is 96.0% owned by UBC,
provides certain services used by the UBC Group in its pay-television systems,
including signal transmission and distribution.

Technology

The Company's Mindport division is a leading provider of pay-television
software and hardware solutions and services both to the Company's pay-media
businesses and to third-party pay-media operators. The Company operates its
Mindport technology division mainly through its wholly owned subsidiary Irdeto
B.V. ("Irdeto"). In addition, the Company owns 80.1% of OpenTV (72.3% on a
fully diluted basis after giving effect to the exercise of outstanding stock
options), which produces operating systems for interactive television. In the
future, the Company plans to form a new subsidiary named Mindport as a holding
company for all of its technology assets.

Affiliates

The Company has several non-subsidiary affiliates, including Electronic
Media Network Limited ("M-Net Ltd."), SSIH, M-Web and Orbicom (Proprietary)
Limited ("Orbicom"). M-Net Ltd. is a publicly traded South African company that
provides the premium film channels carried by the Company on its pay-television
platforms in Africa. SSIH is a publicly traded South African company that
provides the sports channels carried by the Company on its pay-television
systems in Africa and the Middle East. Shares of SSIH are linked with those of
M-Net Ltd., and as of March 19, 1999, their market capitalization was
approximately ZAR 919.7 million ($148.6 million). The linking provides that
each share of either company's stock trades with one share of the other
company's stock, with a single price for both shares combined. The shares can
be delinked by declaration by each company's board.

The Company currently owns 19.8% of each M-Net Ltd. and SSIH and is 8.5%
owned by SSIH. The Company has pledged its shares in M-Net Ltd. and SSIH to
ABSA Bank Limited as security for a revolving demand facility. The Company
expects this pledge to be released once the debt has been repaid from the
proceeds of the Offerings.

M-Web was formed in 1997 through a series of transactions whereby the
Issuer contributed its Internet related business to a new entity, M-Web, and
subsequently capitalized it with a special dividend to MIH Holdings. M-Web is a
leading Internet service provider in South Africa. It provides Internet access
and aggregates content oriented toward South Africans. As of December 31, 1998,
it had 126,882 subscribers. The Company has no economic or voting interest in
M-Web.

18
<PAGE>

Orbicom provides the uplink and signal backhaul facility for the Company's
operations in Africa. Orbicom is not operated as a profit center as it provides
its services at cost to various subsidiaries of MIH Holdings, including the
Company.

History

In 1985, several large South African media companies formed a pay-media
business, M-Net Ltd., the predecessor to the Company. M-Net Ltd. was listed on
the JSE in 1990.

Effective October 1993, M-Net Ltd. was divided into two companies. The
subscriber management, signal distribution and cellular telephony businesses,
together with the holding in FilmNet, a leading pay-television operator in
Europe, were placed in a new company, MIH Holdings (then called MultiChoice
Ltd.). M-Net Ltd. continued to hold other corporate operations and provide
pay-television programming.

In late 1992, MIH Holdings joined a consortium that procured the second
GSM cellular license awarded in South Africa. MIH Holdings owned 25.0% of
Mobile Telephone Networks Holdings (Proprietary) Limited ("MTN"), the cellular
network operator, and subsequently increased its stake in MTN to 34.7%. In
1995, MIH Holdings spun off its interest in MTN as a new corporation, M-Cell
Limited ("M-Cell"). M-Cell is listed on the JSE and has a market capitalization
of approximately ZAR 5,387.4 million ($870.3 million) as of March 19, 1999.

In 1995, Richemont S.A. ("Richemont") and MIH Holdings merged their global
pay-television operations, including their interest in FilmNet, the Company's
operations in Africa and Richemont's interest in Telepi-, into a single venture
called NetHold B.V. ("NetHold"), which MIH Holdings held through MIH Limited.
In March 1997, the Company and Richemont merged most of NetHold with Canal+,
the French-based pay-television operator. The Company retained NetHold's
African, Mediterranean and Middle East pay-television businesses, acquired 49%
of Irdeto, now part of the Mindport division, and received an interest in
Canal+. The Company has since sold its interest in Canal+ to fund its expansion
in Asia. The Company purchased the remainder of Irdeto from Canal+ in January
1998. The Company purchased its interests in its Thai pay-television joint
venture, UBC, from 1997 until the present. In 1998, the Company purchased its
44.5% interest in OpenTV, now a part of the Company's Mindport technology
division, and increased its ownership to 80.1% in March 1999.

In 1997, the Company purchased an Internet service provider and renamed it
M-Web. In March 1998, M-Web was spun off and listed on the JSE.

19
<PAGE>

CAPITALIZATION

The following table sets forth (i) the historical consolidated cash and
capitalization of the Company at September 30, 1998 derived from the Company's
historical financial statement as of that date, and (ii) the pro forma
consolidated capitalization as adjusted to give effect to the Thomson
Conversion, the issuance and sale of Class A Ordinary Shares in the Offerings
and the application of the net proceeds therefrom. This table is based upon MIH
Limited's Consolidated Statements, which have been prepared in accordance with
International Accounting Standards ("IAS"). This information should be read in
conjunction with the Financial Statements included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
September 30, 1998
-------------------------------
Actual As adjusted(1)
------------- ---------------
(in thousands)
<S> <C> <C>
Cash and cash equivalents ......................................... $ 87,473 $ 202,639
========== ==========
Long-term debt:
Long-term debt, including current portion but
excluding program and film rights .............................. $ 63,135 $ 30,135
Lease obligations(2) ............................................. 73,288 73,288
---------- ----------
Total long-term debt(3) .......................................... 136,423 103,423
---------- ----------
Shareholders' equity:
Class A Ordinary Shares, no par value; 103,468,878 shares
authorized, 7,447,681 issued and outstanding, actual; 19,104,456
shares issued and outstanding, as adjusted(4) .................. 113,986 308,623
Class B Ordinary Shares, no par value; 55,920,509 shares
authorized; 30,787,319 shares issued and outstanding,
actual and as adjusted ......................................... 475,566 475,566
Accumulated loss ................................................. (314,281) (314,281)
Foreign currency translation adjustment .......................... (19,933) (19,933)
---------- ----------
Total shareholders' equity ..................................... 255,338 449,975
---------- ----------
Total capitalization .......................................... $ 391,761 $ 553,398
========== ==========
</TABLE>

- ----------------
(1) Gives effect to the Thomson Conversion, the Offerings and the application
of the proceeds of the Offerings, including the expected repayment of
approximately $33 million of indebtedness that was incurred after
September 30, 1998.
(2) Lease obligations include obligations under transponder leases.
(3) For details of the Company's debt, see Note 7 to the Condensed
Consolidated Statements and Note 14 to the Consolidated Statements
included elsewhere in this Prospectus.
(4) Does not include (i) up to 1,360,000 shares that may be issued upon
exercise of over-allotment options granted to the Underwriters and (ii)
950,140 shares issuable upon exercise of employee share options at an
exercise price of $10.57 per share. As adjusted amount includes shares
issuable pursuant to the Thomson Conversion.

20
<PAGE>

SELECTED FINANCIAL AND OPERATING DATA

The selected financial data set forth below for the years ended March 31,
1998, 1997, 1996, 1995 and 1994 have been derived from the Consolidated
Statements for the year ended March 31, 1998 and from the Combined Statements
for the years ended March 31, 1997, 1996, 1995 and 1994. The selected financial
data set forth below for the six months ended September 30, 1998 and 1997 have
been derived from the Condensed Consolidated Statements for such periods. The
data should be read in conjunction with, and are qualified in their entirety
by, the Financial Statements included elsewhere in this Prospectus. The
Financial Statements are prepared in accordance with international accounting
standards ("IAS") and for the years ended March 31, 1998, 1997 and 1996 have
been audited by Coopers & Lybrand. The accounting policies adopted by the
Company under IAS differ in certain significant respects from generally
accepted accounting principles in the United States ("US GAAP"). Such
differences are described in Note 29 to the Consolidated Statements and in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--US GAAP Reconciliation". The Combined Statements include the
combined accounts of the Acquired MIH Businesses (as defined herein) and
eliminate all accounts among the Acquired MIH Businesses. The Combined
Statements do not eliminate amounts due from the Acquired MIH Businesses to MIH
Limited, which the Consolidated Statements do eliminate, nor do they include
purchase accounting adjustments that occurred as a result of the Canal+
Transaction (as defined).

<TABLE>
<CAPTION>
Company Consolidated(1)
-----------------------------
Six Months Ended
September 30,
-----------------------------
1998 1997
-------------- --------------
(dollars in millions, except
per share and per subscriber
data)
<S> <C> <C>
Statements of Operations Data:

Amounts in accordance with IAS:
Revenues:
Subscriptions ............................... $ 205.4 $ 202.9
Decoder sales and repair .................... 44.1 25.3
Technology and other ........................ 36.8 7.3
----------- -----------
Total revenues, net(2) .................... 286.3 235.5

Operating expenses:
Cost of providing services .................. (188.7) (147.3)
Selling, general and administrative ......... (77.9) (79.1)
Depreciation and amortization(3) ............ (25.0) (28.1)
------------ ------------
Operating loss ............................ (5.3) (18.9)
Financial results, net(4) ................... (8.8) (0.6)
Equity results in joint ventures and
associates ................................. (14.2) (4.2)
Profit on sale of joint venture ............. 31.1 --
------------ ------------
Profit/(loss) before taxation ............. 2.8 (23.7)
Loss from continuing operations ............. (0.7) (26.4)
Net loss .................................... (0.7) (30.4)

Per share amounts(5):
Loss from continuing operations ............. $ (0.02) $ (0.69)
Pro forma(6) .............................. 0.02
Net loss .................................... (0.02) (0.79)
Pro forma(6) .............................. 0.02
Dividends(7) ................................ -- --
Weighted average shares outstanding ......... 38,235,000 38,235,000

Amounts in accordance with US GAAP:
Loss from continuing operations ............. $ (5.9) $ (31.1)
Cumulative effect of a change in
accounting principle ....................... -- --
Net loss .................................... (5.9) (35.1)

Per share amounts(5):
Loss from continuing operations ............. (0.16) (0.81)
Pro forma(6) .............................. (0.11)
Net loss .................................... (0.16) (0.92)
Pro forma(6) .............................. (0.11)

Acquired MIH
Company Businesses Combined
Consolidated(1) (Predecessor)(1)
-------------- -----------------------------------------------
Year Ended March 31,
--------------------------------------------------------------
1998 1997 1996 1995 1994
-------------- ----------- ----------- ----------- -----------
(dollars in millions, except per share and per subscriber data)
<S> <C> <C> <C> <C> <C>
Statements of Operations Data:

Amounts in accordance with IAS:
Revenues:
Subscriptions ............................... $ 404.5 $ 315.5 $ 233.3
Decoder sales and repair .................... 63.1 60.2 43.6
Technology and other ........................ 33.9 16.2 6.0
----------- -------- --------
Total revenues, net(2) .................... 501.5 391.9 282.9 $ 266.9 $ 271.9

Operating expenses:
Cost of providing services .................. (309.0) (259.4) (212.9)
Selling, general and administrative ......... (177.2) (140.4) (77.6)
Depreciation and amortization(3) ............ (58.0) (16.2) (9.8)
----------- --------- --------
Operating loss ............................ (42.7) (24.1) (17.4)
Financial results, net(4) ................... (5.5) (5.3) (0.9)
Equity results in joint ventures and
associates ................................. (7.9) 3.8 0.6
Profit on sale of joint venture ............. -- -- --
----------- --------- --------
Profit/(loss) before taxation ............. (56.1) (25.6) (17.8)
Loss from continuing operations ............. (59.9) (26.0) (21.5)
Net loss .................................... (63.8) (26.0) (21.5)

Per share amounts(5):
Loss from continuing operations ............. $ (1.57)
Pro forma(6) .............................. (1.42)
Net loss .................................... (1.67)
Pro forma(6) .............................. (1.52)
Dividends(7) ................................ 1.36
Weighted average shares outstanding ......... 38,235,000

Amounts in accordance with US GAAP:
Loss from continuing operations ............. $ (75.3) $ (26.0) $ (21.6)
Cumulative effect of a change in
accounting principle ....................... -- -- (3.9)
Net loss .................................... (79.3) (26.0) (25.4)

Per share amounts(5):
Loss from continuing operations ............. (1.97)
Pro forma(6) .............................. (1.81)
Net loss .................................... (2.07)
Pro forma(6) .............................. (1.90)
</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
Acquired MIH
Businesses Combined
Company Consolidated(1) (Predecessor)(1)
-------------------------------------- -----------------------
Six Months Ended
September 30, Year Ended March 31,
------------------------ -------------------------------------
1998 1997 1998 1997 1996
---------- ----------- ----------- ---------- ----------
(dollars in millions, except per share and per subscriber data)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data (at period end):

Amounts in accordance with IAS:
Cash and cash equivalents ............... $ 87.5 -- $ 153.4 $ 53.9 $ 15.1
Total assets ............................ 700.8 -- 646.1 287.2 156.1
Total debt(8) ........................... 146.7 -- 107.6 76.8 16.1
Total liabilities ....................... 445.5 -- 392.5 337.7 188.6

Amounts in accordance with US GAAP:
Total assets ............................ $ 670.9 -- $ 621.2 $ 287.2 $ 156.1
Total debt(8) ........................... 146.7 -- 107.6 76.8 16.1
Total liabilities ....................... 445.5 -- 392.5 337.7 188.6

Other Data:
Operating Income Before Depreciation
and Amortization(9) .................... $ 19.7 $ 9.1 $ 15.3 $ (7.9) $ (7.6)
Cash flow from operating activities ..... (27.0) (39.5) 5.2 68.5 6.6
Cash flow from investing activities ..... (73.6) (12.2) 170.5 (14.6) (10.7)
Cash flow from financing activities ..... 18.6 52.7 (77.0) (13.3) (1.3)
Capital expenditures .................... (1.8) (10.2) (31.7) (17.6) (13.0)

Subscribers in thousands (at period end):
Africa
South Africa .......................... 1,086 1,025 1,054 1,008 943
Sub-Saharan Africa .................... 127 103 109 104 73
Egypt ................................. 22 14 18 13 9
Middle East ........................... 47 23 27 15 --
--------- --------- --------- --------- ---------
Total Africa ........................ 1,282 1,166 1,208 1,140 1,025
--------- --------- --------- --------- ---------
Mediterranean
Greece ................................ 277 217 254 203 101
Cyprus ................................ 33 30 31 26 11
--------- --------- --------- --------- ---------
Total Mediterranean ................. 310 247 285 230 112
--------- --------- --------- --------- ---------
Asia
Thailand .............................. 289 308 313 253 130
--------- --------- --------- --------- ---------
Total subscribers ................... 1,881 1,720 1,806 1,623 1,268
========= ========= ========= ========= =========
Average monthly revenue per
subscriber(10) ......................... $ 22.74 $ 24.65 $ 23.90 $ 21.10 $ 18.63
</TABLE>

22
<PAGE>

<TABLE>
<CAPTION>
Company Consolidated(1)
-----------------------------------------------------------------
Year ended March 31,
-----------------------------------------------------------------
1997 1996 1995 1994
-------------- -------------- -------------- --------------
(dollars in millions, except per share data)
<S> <C> <C> <C> <C>
Statements of Operations Data:

Amounts in accordance with IAS:
Net income/(loss) ........................... $ 409.2 $ (85.7) $ (52.0) $ (33.6)
Weighted average shares outstanding ......... 38,235,000 38,235,000 38,235,000 38,235,000
Income/(loss) per share ..................... 10.68 (2.24) (1.36) (0.88)

Amounts in accordance with US GAAP:
Net income .................................. $ 409.6
Income per share ............................ 10.69

Balance Sheet Data (at period end):
Amounts in accordance with IAS:
Total assets ................................ $ 803.1 $ 63.7 $ 65.4 $ 370.1
Total debt(8) ............................... 124.0 94.5 -- --

Amounts in accordance with US GAAP:
Total assets ................................ $ 803.1
Total debt(8) ............................... 124.0
</TABLE>

- ----------------
(1) See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Presentation of Financial Information".
(2) Prior to March 31, 1995, the revenues of the Company's predecessors were
primarily generated by its operations in Africa. The other operations did
not generate significant revenue. The business of the Company's
Africa-based predecessor was included with the operations of affiliates
prior to March 31, 1995. Therefore, only total net revenues have been
presented. (3) The operating results of the Company for the year ended
March 31, 1998 and the six-month period ended September 30, 1998 include
amortization of $33.3 million and $14.2 million, respectively
attributable to intangible assets of $207.9 million, which were recorded
as a result of the acquisition of the Acquired MIH Businesses (as defined
herein). Amortization of film and sports rights is included in the cost
of providing services.
(4) Includes interest expense, interest income, dividend income, foreign
exchange gains and losses, and gains on disposal of investments.
(5) Per share amounts are not applicable to the results of the Acquired MIH
Businesses.
(6) Pro forma amounts are historical amounts adjusted to give effect to the
number of shares whose proceeds are expected to be used to repay $33.0
million of indebtedness and the impact on interest expense. See "Use of
Proceeds".
(7) Dividend paid to facilitate the capitalization of M-Web. The Company does
not expect to pay dividends in the near future. See "Dividend Policy".
(8) Includes bank overdrafts, current portion of long-term debt, long-term
debt (including approximately $21.3 million including accreted interest,
which was recorded in connection with the transfer of shares of
M-Net/SSIH during the six-month period ended September 30, 1998. See Note
3 to the Condensed Consolidated Statements). In fiscal 1997 and 1996,
excludes debt owed to MIH Limited included in the liabilities of the
Acquired MIH Businesses, as such amounts would be eliminated upon
consolidation.
(9) Operating Income Before Depreciation and Amortization is defined as
operating income (loss) before depreciation and amortization (other than
amortization of film and sports rights). Operating Income Before
Depreciation and Amortization is presented supplementally as the Company
believes it is the most appropriate measure for evaluating operating
performance. The Company believes Operating Income Before Depreciation
and Amortization is a standard measure commonly reported and widely used
by analysts, investors and others associated with the pay-media industry.
Operating Income Before Depreciation and Amortization eliminates the
uneven effect across reporting periods and companies of (1) depreciation
of tangible fixed assets and (2) amortization of intangible assets
acquired in business combinations accounted for by the purchase method of
accounting. While many in the financial community consider Operating
Income Before Depreciation and Amortization to be an important measure of
comparative operating performance, it should be considered in addition
to, and not as a substitute for, operating income, net income, cash flow
and other measures of financial performance prepared in accordance with
generally accepted accounting principles which are presented in the
audited financial statements included elsewhere in this Prospectus.
Additionally, the Company's calculation of Operating Income Before
Depreciation and Amortization may be different than the calculation used
by other companies and, therefore, comparability may be affected.
(10) Excludes the Company's Asia and Middle East pay-television operations
because such revenues are not consolidated with the Company's income
statements. Total subscribers from consolidated operations were 1.545
million, 1.390 million, 1.466 million, 1.355 million and 1.137 million as
of September 30, 1998 and 1997 and March 31, 1998, 1997 and 1996,
respectively.

23
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Financial Statements included elsewhere in this Prospectus.

Presentation of Financial Information

MIH Limited is a holding company that operates in the pay-media and
related technology industries through its interests in subsidiaries and joint
ventures.

Prior to March 31, 1997, MIH Limited's activities consisted almost
entirely of its 50% interest in NetHold, a pay-television joint venture. Prior
to March 1997, NetHold had investments in pay-television operations in Africa,
Cyprus, Greece, Italy, Belgium, the Netherlands, Scandinavia and the Middle
East. NetHold also owned Irdeto, a pay-television technology company. In March
1997, the Company sold its interest in NetHold to Canal+ in exchange for a 5%
equity interest in Canal+, all of NetHold's pay-television businesses in
Africa, Cyprus, Greece and the Middle East (the "Canal+ Transaction") and 49%
of Irdeto. In subsequent transactions, the Company acquired all of the
ownership interest of Irdeto. The pay-television businesses in Africa, Cyprus,
Greece and the Middle East, along with 49% of Irdeto, are collectively referred
to as the "Acquired MIH Businesses." As a result of these factors, for the
years ended March 31, 1997 and 1996, MIH Limited's financial information
consists almost entirely of its investment in NetHold, which owned, in addition
to the Acquired MIH Businesses, a substantial number of other businesses.
Accordingly, the Company's historical financial information after March 31,
1997 is not comparable to its financial information prior to that date.

Accordingly, two sets of financial statements are included herein. The
Consolidated Statements present on a consolidated basis the financial position
and results of operations of MIH Limited and its subsidiaries, including the
results of joint ventures and associates accounted for under the equity method.
In addition, the Combined Statements present the financial position and results
of operations of the Acquired MIH Businesses on a combined basis. The Company
believes that the Acquired MIH Businesses are effectively the predecessor of
the Company prior to March 31, 1997. This is because the Acquired MIH
Businesses include nearly all of the businesses currently operated by the
Company, and do not include businesses that have been discontinued or sold.
Because of this, the Company believes that a period to period comparison of the
Acquired MIH Businesses will be more meaningful to potential investors and will
more accurately reflect the Company's business trends. Therefore, the
discussion in this section compares the Consolidated Statements for the year
ended March 31, 1998 and the Combined Statements for the year ended March 31,
1997 and 1996.

The comparability of the Consolidated Statements for the year ended March
31, 1998 with the Acquired MIH Businesses is affected by the intangible assets
recognized upon the acquisition of the Acquired MIH Businesses and the
amortization thereof. Further, during fiscal 1998, the Company acquired 100% of
Irdeto and began consolidating results which were equity accounted in the
Combined Statements.

Both the Consolidated Statements and Combined Statements have been
prepared in accordance with IAS, which differs in certain significant respects
from US GAAP. See "--US GAAP Reconciliation" and Note 29 and Note 24 to the
Consolidated Statements and Combined Statements, respectively, for a
description of the principal differences between IAS and US GAAP as they relate
to the Company and the Acquired MIH Businesses.

Overview of Operations
The Company is a multinational provider of pay-television services and the
technology employed in the provision of such services. As of September 30,
1998, the Company provided pay-television and related services to over 1.8
million households, and operated its businesses in over 45 countries around the
world. The current holdings of MIH Limited consist of:

o Pay-television operations in Africa, the Mediterranean and Asia.

o Pay-media technology businesses, based in The Netherlands and the United
States, that collectively compose the Company's Mindport division.

o Ownership of 19.8% of M-Net Ltd. and SSIH.

In Africa, MultiChoice Africa provides a range of subscriber management
services to pay-television households in over 35 countries on the African
continent and adjacent islands, principally in South Africa.

24
<PAGE>

MultiChoice Africa also has direct investments with fully-staffed offices for
pay-television services in Lesotho, Namibia, Botswana, Zambia, Nigeria, Ghana,
Uganda, Kenya and Tanzania. In the Mediterranean, NetMed operates analog
platforms in Greece and Cyprus. In Asia, the Company owns 27.8% (26.1% as of
September 30, 1998 and 17.3% as of March 31, 1998) of UBC, the only major
pay-television provider in Thailand. In the Middle East, the Company performs
subscriber management operations for the two digital platforms in the Middle
East and, through MultiChoice Egypt, services the Egyptian subscriber base for
both digital and analog platforms.

The Company's Mindport technology division consists of Irdeto and its
subsidiaries, which develop and market conditional access, subscriber
management systems and other pay-television technologies. Mindport also
consists of an 80.1% interest in the outstanding stock of OpenTV (44.5% as of
September 30, 1998 and earlier), which develops and provides operating systems
for interactive television.

The Company's operating results are affected by a number of items,
including the number of households subscribing to its pay-television service,
the average revenue per subscriber, churn rates, seasonality and foreign
exchange rates. Foreign exchange rates can have a significant effect on the
Company's reported earnings as the Company generates revenues predominantly in
the local currencies of the countries in which it operates, whereas a
substantial portion of the Company's expenses are incurred in U.S. dollars.

Revenues. The Company's primary source of revenue is subscriber fees. The
Company also generates revenue from the sale, rental and maintenance of
decoders, and other income. As a result of the subsequent acquisition of the
remaining interest in Irdeto and its interest in OpenTV, the Company began in
January 1998 to consolidate the revenue it generated from technology licenses.

Cost of Providing Services. These include programming, subscriber
management, decoder purchase, transmission and development costs. Programming
costs include the cost for third-party programs and the production cost of
programs produced by the Company, as well as the amortization of programming
rights for sporting events and movies. Subscriber management costs include the
direct costs of service and maintenance of equipment installed at subscribers'
homes and the cost of customer service. Decoder costs include the purchase of
decoders by the Company for use, lease or resale. Transmission costs consist of
transmission and uplinking and backhauling charges paid by the Company to
various satellite vendors under operating lease agreements. Development costs
include the costs of research necessary to enhance the Company's existing
technology products and develop new technologies.

Selling, General and Administrative Expenses. These costs include overhead
costs from the various departments such as marketing, public relations,
subscriber sales, warehousing, information systems, finance and accounting,
accounts receivable and the human resources department.

Depreciation and Amortization. These costs include charges relating to the
amortization of intangible assets arising from acquisitions and the
depreciation of the Company's tangible fixed assets, including transponders,
decoders and assets under capital lease.

Recent Developments

Additional Investments in OpenTV and UBC

In March 1999, the Company purchased all of Thomson's interest in OpenTV
in exchange for a convertible note of approximately $46.2 million. The note
will convert simultaneously with the consummation of the Offerings into Class A
Ordinary Shares at the price such shares are sold to the public in the
Offerings. The Company has agreed to sell to a subsidiary of Sun Microsystems a
portion of the OpenTV interest purchased from Thomson for approximately $9.2
million in cash. The sale to this Sun Microsystems subsidiary is expected to
occur immediately after the consummation of the Offerings, subject to
regulatory approval. After giving effect to such sale, the Company owns 80.1%
of the outstanding common stock of OpenTV.

In February 1999, the Company acquired an additional 1.7% interest in UBC
for $4.5 million in cash. In August 1999, the Company intends to exercise an
option to purchase an additional 3.3% of UBC for $8.9 million in cash.

Recent Results

The Company expects that revenues in the second half of fiscal year 1999
should be in line with revenues in the first half of fiscal year 1999. However,
the Company expects the operating loss in the second half of fiscal year 1999
to be greater than the operating loss in the first half of fiscal year 1999,
primarily due to the full period

25
<PAGE>

effect of the amortization of the Greek basketball programming rights,
additional amortization of lease payments for increased transponder capacity
and adverse net currency movements. Some of the factors adversely affecting the
Company's second half results are expected to continue into fiscal year 2000.

Results of Operations

The Company's results of operations are summarized in the following
tables:

<TABLE>
<CAPTION>
Consolidated Combined
--------------------------------------- -------------------------
Six months ended
September 30, Year Ended March 31,
------------------------- ---------------------------------------
1998 1997 1998 1997 1996
----------- ----------- ----------- ----------- -----------
(in millions) (in millions)
<S> <C> <C> <C> <C> <C>
Subscription revenues ....................... $ 205.4 $ 202.9 $ 404.5 $ 315.5 $ 233.3
Decoder sales and repairs ................... 44.1 25.3 63.1 60.2 43.6
Technology and other ........................ 36.8 7.3 33.9 16.3 6.0
-------- -------- -------- -------- --------
Net revenues ............................... 286.3 235.5 501.5 391.9 282.9
-------- -------- -------- -------- --------
Cost of providing services .................. (188.7) (147.3) (309.0) (259.4) (212.9)
Selling, general and administrative expenses. (77.9) (79.1) (177.2) (140.4) (77.6)
Depreciation and amortization ............... (25.0) (28.1) (58.0) (16.2) (9.8)
-------- -------- -------- -------- --------
Total operating expenses ................... (291.6) (257.2) (544.2) (416.0) (300.3)
Operating loss ............................. (5.3) (18.9) (42.7) (24.1) (17.4)
Financial results, net ...................... (8.8) (0.6) (5.5) (5.3) (0.9)
Equity results in joint ventures ............ (13.7) (2.9) (5.1) 1.1 (1.8)
Equity results in associates ................ (0.5) (1.3) (2.8) 2.6 2.4
Profit on sale of joint venture ............. 31.1 -- -- -- --
-------- -------- -------- -------- --------
Profit/(loss) before taxation .............. 2.8 (23.7) (56.1) (25.6) (17.8)
Income taxation ............................. (3.6) (3.6) (7.6) (1.2) (3.9)
-------- -------- -------- -------- --------
Loss after taxation ........................ (0.7) (27.3) (63.7) (26.8) (21.6)
Minority interest ........................... -- 0.8 3.8 0.7 0.1
-------- -------- -------- -------- --------
Loss from continuing operations ............ (0.7) (26.4) (59.9) (26.0) (21.5)
Loss from discontinued operations .......... -- (3.9) (3.9) -- --
-------- -------- -------- -------- --------
Loss for the period ....................... $ (0.7) $ (30.4) $ (63.8) $ (26.0) $ (21.5)
======== ======== ======== ======== ========
</TABLE>

Six-months ended September 30, 1998 (Consolidated Statements) compared to the
six-months ended September 30, 1997 (Consolidated Statements)

Revenues

Subscription revenues increased by $2.5 million, or 1.2%, to $205.4
million during the period ended September 30, 1998 from $202.9 million in the
same period in 1997, mainly as a result of an increase in the number of
subscribers as reflected in the table below:

<TABLE>
<CAPTION>
Number of
Subscribers(1)
September 30,
-------------------
1998 1997
-------- --------
(thousands)
<S> <C> <C>
Digital ................. 299 156
Analog .................. 1,246 1,233
----- -----
Total .................. 1,545 1,390
===== =====
</TABLE>

- ----------------

(1) Excludes non-consolidated joint ventures and associates.

Total subscribers increased by 155,454, or by 11.2%, from 1,389,500 at
September 30, 1997 to 1,544,954 at September 30, 1998. In Africa, the number of
digital subscribers increased by 143,147 and analog subscribers

26
<PAGE>

decreased by 51,188. The reduction in African analog subscribers resulted
primarily from the Company's campaign to convert analog customers to digital
service. The Company's subscribers in Greece and Cyprus, where the Company
currently provides only analog service, increased by 25.8%, from 246,535 at
September 30, 1997 to 310,030 at September 30, 1998. The net increase in
overall analog subscribers is 12,307.

Average subscription revenue per subscriber per month decreased by $1.91,
or 7.7%, to $22.74 for the period ended September 30, 1998 from $24.65 for the
same period in 1997. The decrease was primarily attributable to the effects of
the devaluation of local currencies against the U.S. dollar partially offset by
increases in monthly subscriber fees in local currencies (primarily rand and
drachma) by 10%-20% and a shift from analog service to higher-priced digital
service.

Decoder sales and repairs increased $18.8 million, or 74.3%, to $44.1
million during the period ended September 30, 1998 from $25.3 million during
the same period in 1997. This increase is attributable to the increase in
digital subscribers and the Company's increased activity in selling digital
decoders directly to subscribers. During the same period in 1997, digital
decoders were sold through independent retail outlets. This trend is partly
offset by the decrease of the sales price per decoder, as the Company passed on
the savings in the price it pays for decoders to its customers.

Technology and other revenue increased $29.5 million, or 404.1%, to $36.8
million during the period ended September 30, 1998 from $7.3 million in the
same period in 1997, primarily as a result of the consolidation of Irdeto for
the full six month period ended September 30, 1998. During the period ended
September 30, 1997, Irdeto was accounted for under the equity method.

Operating expenses

Costs of providing services increased by $41.4 million, or 28.1%, to
$188.7 million during the period ended September 30, 1998 from $147.3 million
in the same period in 1997. This increase is primarily attributable to the
inclusion of costs associated with the consolidation of Irdeto, effective
January 1998, and the increase in the amortization of sports and programming
rights in NetMed as compared to the same period in 1997.

Depreciation and amortization decreased $3.1 million, or 11.0%, to $25.0
million during the period ended September 30, 1998, from $28.1 million in the
same period in 1997. The decrease is primarily attributable to the transfer of
assets from the Company to Orbicom. Subsequent to September 30, 1998, these
assets were transferred back to the Company.

Operating profit/(loss)

Operating loss decreased by $13.6 million, or 72.0% to $5.3 million during
the period ended September 30, 1998 from a loss of $18.9 million for the same
period in 1997 as a result of the combined effect of the foregoing factors.

Finance results, net

The net financial results decreased by $8.2 million from a net financial
loss of $0.6 million during the period ended September 30, 1997 to a net
financial loss of $8.8 million during the same period in 1998. The change in
the net financial result was affected by a profit of $2.4 million on the
disposal of the Company's interest in Canal+ during the period ended September
30, 1997 and: (i) an increase in interest paid of $3.3 million, or 76.7%, to
$7.6 million during the period ended September 30, 1998, from $4.3 million
during the same period in 1997, as a result of the increase in long term debt,
(ii) a decrease in dividends received of $2.8 million, or 87.5%, to $0.4
million during the period ended September 30, 1998 from $3.2 million during the
same period in 1997, which mainly related to the dividend received from Canal+,
(iii) a decrease of exchange losses of $1.0 million, or 22.2%, to $3.5 million
during the period ended September 30, 1998 from $4.5 million during the same
period in 1997, (iv) interest accretion of $0.9 million attributable to the
liability recorded in connection with the transfer of M-Net/SSIH shares in
April 1998, net of amortization of the related option premium and (v) an
increase of interest received of $0.8 million, or 29.6%, to $3.3 million during
the period ended September 30, 1998 from $2.5 million during the same period in
1997.

Equity results in joint ventures

The Company's share in the loss of its investment in joint ventures
increased by $10.7 million, or 365.4%, to $13.7 million during the period ended
September 30, 1998, from $2.9 million in the same period in 1997. The reason
for the increase is primarily attributable to the Company's share of $11.4
million, including goodwill amortization allocation of $3.3 million, in the
losses of UBC, which was previously accounted for using the cost method; and a
$3.0 million share, including goodwill amortization allocation of $1.2 million,
in the losses of OpenTV, which was acquired during

27
<PAGE>

January 1998. Since January 1998, Irdeto and its subsidiaries have been
consolidated in MIH's results of operations and not included in equity result
in joint ventures. The equity loss relating to Irdeto for the period ended
September 30, 1997 was $2.9 million, including goodwill amortization allocation
of $1.4 million.

Equity results in associates

The Company's equity results in associates (mainly a 19.8% interest in
M-Net/SSIH) was a loss of $0.5 million after goodwill amortization allocation
of $2.2 million for the period ended September 30, 1998. As described in Note 3
to the Condensed Consolidated Statements, the Company transferred a 9.9%
interest in M-Net/SIHH to a trust, but continues to equity account for 19.8% of
M-Net/SIHH. For the same period in 1997, the Company's equity result in
associates was a loss of $1.3 million after goodwill amortization allocation of
$2.8 million. The Company accounts for its investment in M-Net using the equity
method of accounting because of the significant influence the Company exercises
over M-Net as a result of common ownership, the Company's management and
directors' representation on the Board of Directors of M-Net and the fact that
substantially all of M-Net's revenues are derived from the Company.

Profit on sale of joint venture

The profit on sale of joint venture resulted from the release of
provisions relating to the sale of the NetHold joint venture to Canal+. At
March 31, 1997 the Company deferred recognition of approximately $73.3 million
of this gain, relating to liability for warranties of decoder technology,
guarantees of the number of subscribers and the potential reimbursement of
programming costs. During the six month period ended September 30, 1998, $31.1
million of these provisions were released, as they were no longer required
following the expiry of the these warranties and guarantees on June 30, 1998.

Taxation expense

The taxation expense did not fluctuate significantly for the period ended
September 30, 1998 compared with the same period in 1997. The taxation charge
mostly reflects the charge for foreign taxes payable. No significant amount of
tax is payable by the Company due to losses incurred and accumulated tax losses
available in various companies.

Net loss for the period

As a result of the foregoing factors, the Company realized a net loss of
$0.7 million during the period ended September 30, 1998 compared to a net loss
of $30.4 million for the same period in 1997.

Year ended March 31, 1998 (Consolidated Statements) compared to
the year ended March 31, 1997 (Combined Statements)

Revenues

Subscription revenues increased $89.0 million, or 28.2%, to $404.5 million
during the year ended March 31, 1998 from $315.5 million in the same period in
1997, mainly as a result of an increase in the number of subscribers in MIH
Limited's consolidated subsidiaries, as reflected in the table below:

<TABLE>
<CAPTION>
Number of
Subscribers(1)
Mar. 31,
-------------------
1998 1997
-------- --------
(thousands)
<S> <C> <C>
Digital ................. 212 105
Analog .................. 1,254 1,250
----- -----
Total .................. 1,466 1,355
===== =====
</TABLE>

- ----------------
(1) Excludes non-consolidated joint ventures and associates.

Total subscribers increased by 111,070, or 8.2%, from 1,354,713 at March
31, 1997 to 1,465,783 at March 31, 1998. In Africa, the number of digital
subscribers increased by 107,136 and the number of analog subscribers decreased
by 51,527. The reduction in African analog subscribers resulted primarily from
the Company's campaign to convert analog customers to digital service, a trend
that the Company expects to continue. The Company estimates that in South
Africa 60% of analog subscribers that discontinue service do so as a result of
conversion to digital service. The Company's

28
<PAGE>

subscribers in Greece and Cyprus, where the Company currently provides only
analog service, increased by 24.2%, from 229,594 to 285,055. This resulted in a
net increase of 3,934 in overall analog subscribers.

Average revenue per subscriber per month increased by $2.80, or 13.3%, to
$23.90 for the year ended March 31, 1998 from $21.10 for the year ended March
31, 1997. The increase was attributable to the shift in subscribers in Africa
from analog service to the higher-priced digital service, increases in monthly
subscriber fees in local currencies (primarily rand and drachma) by
approximately 18% and 11% for the analog and digital service, respectively,
offset by the effects of devaluation of local currencies against the U.S.
dollar.

Decoder sales and repairs increased $2.9 million, or 4.8%, to $63.1
million during the year ended March 31, 1998 from $60.2 million in the same
period in 1997. During the fiscal year ended March 31, 1998 the retail price of
decoders decreased consistent with the reduction in manufacturing cost of
decoders. The Company passed on the savings in the price it pays for decoders
to its customers. The revenue per decoder has therefore decreased, resulting in
a slower rate of growth in decoder revenues relative to the growth in the
number of subscribers. This trend is partly offset by a shift of subscribers
from analog to digital decoders, which are more expensive.

Technology and other revenue increased $17.7 million, or 108.8%, to $33.9
million during the year ended March 31, 1998 from $16.2 million in the same
period in 1997. Of this increase, $11.5 million related to the consolidation of
Irdeto for the three months beginning in January 1998. Prior to that time,
Irdeto was accounted for under the equity method.

Operating expenses

Costs of providing services increased by $49.6 million, or 19.1%, to
$309.0 million during the year ended March 31, 1998 from $259.4 million in the
same period in 1997. The increase in the cost of providing services is
primarily attributable to: (i) the inclusion of costs associated with Irdeto
effective January 1998, (ii) the amortization of sports rights which were
acquired by NetMed for the first time in fiscal 1998, (iii) increased charges
for additional satellite capacity and (iv) net increased programming costs
associated with the increased number of digital subscribers.

Selling, general and administrative ("SG&A") costs increased by $36.8
million, or 26.2%, to $177.2 million during the year ended March 31, 1998 from
$140.4 million in the same period in 1997, primarily as a result of (i)
consolidation of the SG&A of Irdeto beginning in January 1998, which was $5.8
million, (ii) an increase in staff and communication costs primarily due to the
expansion of call centers required to match the increased number and length of
calls arising from the growth in the digital subscriber base, (iii) an expanded
advertising campaign and (iv) costs associated with the establishment of group
corporate functions.

Depreciation and amortization increased $41.8 million, or 258.3%, to $58.0
million during the year ended March 31, 1998 from $16.2 million in the same
period in 1997. Depreciation and amortization for the fiscal year ended March
31, 1998 included amortization of $33.3 million relating to intangible assets
recorded on March 31, 1997 in connection with the Canal+ Transaction. The
remaining increase in depreciation and amortization was attributable to the
increase in depreciation of various tangible assets and capital leases for
transponders.

Operating loss

Operating loss increased by $18.6 million, or 77.1%, to $42.7 million
during the year ended March 31, 1998 from $24.1 million for the same period in
1997 as a result of the combined effect of the foregoing factors.

Financial results, net

Financial results decreased by $0.2 million, or 4.2%, to a net financial
loss of $5.5 million during the year ended March 31, 1998 from a net financial
loss of $5.3 million in the corresponding period of 1997. Dividend income of
$3.2 million and gain on disposal of investments of $2.6 million (representing
the sale of the Company's interest in Canal+) were recorded in 1998, with no
corresponding amounts recorded in 1997. Interest income increased $3.9 million,
or 97.2%, to $7.9 million from $4.0 million in the corresponding period of
1997, primarily as a result of increased cash balances produced from the
disposal of Canal+ shares. Interest expense increased $5.4 million, or 69.2%,
to $13.2 million from $7.8 million in the corresponding period of 1997. The
main reason for the change is the capitalization of the satellite leases and
the corresponding interest charge. Exchange losses increased by $4.6 million,
or 305.4%, to $6.0 million from $1.5 million in the corresponding period of
1997.

Equity result in joint ventures

The Company's equity result in joint ventures was a loss of $5.1 million
(including OpenTV ($2.3 million)) and, for the nine months ended December 31,
1997, Irdeto ($2.2 million)) net of a goodwill allocation of $0.8 million

29
<PAGE>

during the year ended March 31, 1998. In fiscal 1997, the Acquired MIH
Businesses had net income from joint ventures of $1.1 million. Since January
1998, Irdeto and its subsidiaries have been consolidated in MIH Limited's
results of operations and not included in equity result in joint ventures.

Equity result in associated companies

Equity result in associates decreased by $5.4 million, or 205.3%, to $2.8
million loss during the year ended March 31, 1998 from $2.6 million gain in the
corresponding period of 1997. Equity result in associates for the year ended
March 31, 1998 is net of a goodwill allocation of $3.8 million in fiscal 1998,
attributable to the Company's 19.9% interest in M-Net Ltd. and SSIH. The
Company accounts for its investment in M-Net using the equity method of
accounting because of the significant influence the Company exercises over
M-Net as a result of common ownership, the Company's management and directors'
representation on the Board of Directors of M-Net and the fact that
substantially all of M-Net's revenues are derived from the Company.

Taxation expense

Taxation expense increased to $7.6 million during the year ended March 31,
1998 from $1.2 million in the corresponding period of 1997. The taxation charge
reflects mainly the charge for foreign taxes payable. No significant amount of
taxes is payable by the Company, due to losses incurred in the various
companies to date. Taxes provided mainly relate to minimum statutory
requirements and changes resulting from new tax legislation introduced during
fiscal 1998. The deferred taxes are as a result of timing differences between
the values for financial reporting and fiscal purposes under the liability
method.

Minority interest

Minority interest increased by $3.1 million, or 414.0%, to $3.8 million
during the year ended March 31, 1998 from $0.7 million in the corresponding
period of 1997. The minority interest primarily relates to NetMed Hellas and
MultiChoice Hellas for the losses incurred in these operations. The provision
for minority interest was limited to the capital infusion from the minority
parties. The Company has recorded cumulative losses attributable to minority
interest shareholders of $8.4 million through March 31, 1998.

Net loss

As a result of the foregoing factors the Company realized a net loss of
$63.8 million during the year ended March 31, 1998 compared to a net loss of
$26.0 million for the comparable period in 1997.

Year ended March 31, 1997 (Combined Statements) compared to the year ended
March 31, 1996 (Combined Statements)

Revenues

Subscription revenues increased $82.2, or 35.2%, to $315.5 million during
the year ended March 31, 1997 from $233.3 million in the same period in 1996,
mainly as a result of an increase in the number of subscribers as reflected in
the table below:

<TABLE>
<CAPTION>
Number of
Subscribers(1)
Mar. 31,
-------------------
1997 1996
-------- --------
(thousands)
<S> <C> <C>
Digital ................. 105 22
Analog .................. 1,250 1,115
----- -----
Total .................. 1,355 1,137
===== =====
</TABLE>

- ----------------
(1) Excludes non-consolidated joint ventures and associates.

Total subscribers increased by 217,552, or 19.1%, from 1,137,161 at March
31, 1996 to 1,354,713 at March 31, 1997. The number of digital subscribers
increased by 82,068 in Africa, while the aggregate number of analog subscribers
increased by 17,824 for a total increase of 99,892 subscribers in Africa. The
relatively low net increase in analog

30
<PAGE>

subscribers resulted partially from the Company's campaign to convert analog
customers to digital service, a trend that the Company expects to continue. The
Company estimates that 60% of analog subscribers that discontinue service do so
as a result of conversion to digital service. The Company's subscribers in
Greece and Cyprus, where the Company provided only analog service, increased by
117,660, or 105.1%, from 111,934 to 229,594.

Average revenue per subscriber per month increased by $2.47, or 13.3%, to
$21.10 for the year ended March 31, 1997 as compared to $18.63 for the year
ended March 31, 1996. The increase was attributable to the shift in subscribers
in Africa from analog service to higher priced digital service and increases in
monthly subscriber fees in local currencies (primarily rand and drachma) by
approximately 11%-18%, offset by the effects of devaluation of local currencies
against the U.S. dollar.

Sales from decoders increased $16.5 million, or 37.9%, to $60.2 million
during the year ended March 31, 1997 from $43.7 million in the same period in
1996. The increase in sales correlated to the increase in the number of
subscribers, as well as the change in subscriber composition between analog and
digital services.

Other revenue increased $10.3 million, or 174.7%, to $16.2 million during
the year ended March 31, 1997 from $5.9 million in the same period in 1996. The
increase related mainly to advertising revenues, which increased from $1.5
million to $8.0 million.

Operating expenses

Costs of providing services increased by $46.5 million, or 21.8%, to
$259.4 million during the year ended March 31, 1997 from $212.9 million in the
same period in 1996. The costs consisted primarily of programming and
transmission costs which are computed based on number of subscribers. Satellite
costs incurred in Africa related to a full year as compared to six-months in
the previous year. Additional costs in respect of the roll out of the digital
service during February 1996 in Africa were incurred during fiscal 1997.

Selling, general and administrative costs increased $62.9 million, or
81.1%, to $140.4 million during the year ended March 31, 1997 from $77.6
million in the same period in 1996. The staff complement increased dramatically
during the 1997 fiscal year in order to facilitate the increased numbers of
subscribers and channels and enhanced customer service facilities.

Depreciation and amortization increased $6.4 million, or 64.9%, to $16.2
million during the year ended March 31, 1997 from $9.8 million in the same
period in 1996. Certain satellite transponder leases were capitalized during
the 1997 fiscal year, resulting in a significant increase in depreciation in
the 1997 fiscal year.

Operating loss

Operating loss increased $6.7 million, or 38.7%, to $24.1 million during
the year ended March 31, 1997 from $17.4 million in the same period in 1996 as
a result of the combined effect of the foregoing factors.

Financial results, net

Financial expense increased $4.4 million, or 468.8%, to $5.3 million
during the year ended March 31, 1997 from $0.9 million in the corresponding
period of 1996. Interest income increased $1.7 million, or 74.1%, to $4.0
million from $2.3 million in the corresponding period of 1996. Interest expense
increased $4.6 million, or 143.1%, to $7.8 million from $3.2 million in the
corresponding period of 1996. The main reason for the change is the
capitalization of the satellite leases and the corresponding interest charge.
During the 1997 fiscal period, the NetHold Finance VOF loan, originated in
connection with the acquisition of the Acquired MIH Businesses, accounted for
additional interest. Exchange losses were $1.5 million in 1997.

Equity results in joint ventures

Equity results in joint ventures increased to a profit of $1.1 million
during the year ended March 31, 1997 from a loss of $1.8 million in the
corresponding period of 1996. The increase was primarily the result of the
increased earnings from MultiChoice Supplies (Proprietary) Limited, offset in
part by losses incurred by the Middle East joint ventures.

Equity results in associates

Equity results in associates (mainly a 20.0% interest in M-Net Ltd. and
SSIH) increased to $2.6 million during the year ended March 31, 1997 from $2.4
million in the corresponding period of 1996.

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<PAGE>

Taxation expense

Taxation expense decreased by $2.7 million, or 70.2%, to $1.2 million
during the year ended March 31, 1997 from $3.9 million in the corresponding
period of 1996. The taxation charge relates to the certain required minimum
statutory charges from the business units.

Minority interest

Minority interest increased by $0.6 million, or 547.4%, to $0.7 million
during the year ended March 31, 1997 from $0.1 million in the corresponding
period of 1996. The increase in minority interest is limited to actual capital
infusions.

Net loss

As a result of the foregoing factors the Company realized a net loss of
$26.0 million during the year ended March 31, 1997 compared to a net loss of
$21.5 million for the comparable period in 1996.

Liquidity and Capital Resources

The Company's business and growth strategy has required and will continue
to require substantial capital for acquisitions, expansion of services, the
financing of operating losses and working capital. For example, the Company is
incurring operating expenses in connection with the launch of digital service
in Greece and Cyprus, and the revenue from such service is not expected to
fully offset those expenses in the near future.

During the years ended March 31, 1997 and 1996, the Company had no
significant cash flows as its activities consisted almost entirely of its
investment in NetHold. During the period from April 1997 through October 1997,
the Company sold its shares in Canal+, which it had obtained in connection with
the Canal+ Transaction, for net proceeds of $261.5 million and invested a
portion of the proceeds in pay-television and technology businesses.

The Acquired MIH Businesses have historically obtained cash flow from
operations, capital infusions by equity holders, proceeds from the sale of
investments and seller financings.

The Company expects to meet its capital needs for the foreseeable future
with the proceeds of the Offerings, cash on hand and existing loan facilities.

During the fiscal year ended March 31, 1998, the Company acquired an
additional 51% in Irdeto for $11 million, such price having been predetermined
as part of a call option granted at the time of the Canal+ Transaction, and
invested $17.7 million in UBC. The Company also made an initial investment in
OpenTV of $9.1 million. During the six months ended September 30, 1998 the
Company made additional contributions to OpenTV of $6.4 million and increased
its ownership interest in UBC to 26.1% by acquiring additional shares for $62.2
million. Since September 30, 1998, the Company has made additional investments
in each of these businesses. See "--Recent Developments".

The Company intends to make investments in and acquisitions of businesses
operating in the pay-television, Internet services, interactive television
services and pay-media technology industries. The Company's general approach
has been to make investments that are expected to be sufficient to meet cash
needs until the operation can, within a predictable period of time, become
self-funding. MIH Limited's South African subsidiaries are subject to
significant restrictions on the ability to remit funds outside of South Africa.
While such restrictions have been liberalized in recent years, a South African
company's ability to raise and deploy capital outside of South Africa remains
subject to significant restrictions. See "Risk Factors--South African Exchange
Control". The Company anticipates funding future acquisitions and investments
through issuances of debt or equity and available cash resources.

During the fiscal year ended March 31, 1998, MIH Limited paid a special
dividend of $51.8 million. MIH Holdings used its pro rata portion of the
dividend to capitalize M-Web. Following this capitalization, M-Web purchased
the Company's South African Internet businesses for $20.5 million. No dividends
were declared in 1996 and 1997.

On April 4, 1998 the Company transferred 28 million of its shares in
M-Net/SSIH to a trust for a total consideration of $22.2 million in cash as
described in Note 3 to the Condensed Consolidated Statements. Consideration of
$20.0 million was financed with bank borrowings by the purchaser and under
certain circumstances on April 14, 2001, the Company could be required to
assume the obligations and reacquire the ownership of the

32
<PAGE>

shares. Accordingly the transaction has been accounted for as a financing
transaction. The borrowings bear interest at 12.55% and mature on April 14,
2001. The Company retains rights to the dividends on the M-Net/SSIH shares.

At September 30, 1998 and March 31, 1998, the Company had cash balances of
$87.5 million and $153.4 million, respectively, available unused overdraft
borrowing facilities of $29.7 million and $43.7 million, respectively, and
available unused decoder rental funding facilities of $5.4 million and $10.3
million, respectively.

Commitments and capital expenditures

The Company has lease commitments of $47.9 million, $46.6 million, and
$44.3 million in each of the years ended March 31, 1999, 2000 and 2001,
respectively, for land and buildings, machinery, furniture and equipment and
transponders and transmitters. The Company does not expect to make significant
additional capital expenditures.

Program and Film Rights

Program and film rights increased from $31.0 million at March 31, 1998 to
$96.4 million at September 30, 1998 primarily as a result of the soccer and
basketball contracts in Greece. Program and film rights are non-interest
bearing liabilities and, at September 30, 1998, amounts due in future fiscal
years were $10.0 million in 1999, $15.9 million in 2000 and $5.1 million
thereafter.

Debt

At September 30, 1998, long-term debt of $136.4 million consisted
primarily of capital lease obligations ($73.3 million) and loans ($63.1
million). Capital lease obligations increased by $6.1 million during the six
months ended September 30, 1998 primarily as a result of additional transponder
leases obtained for coverage in the Mediterranean region. The capital leases
bear interest at rates ranging from 6.0% to 21.0%. Loans increased by $19.2
million as a result of additional funds drawn from facilities and a $20 million
liability recorded as a result of the transfer of 28 million M-Net/SSIH shares
as described above. Long-term debt at March 31, 1998 of $91.2 million consisted
primarily of capital lease obligations ($67.2 million) and loans ($24.0
million). Capital lease obligations increased by $18.3 million during the year
ended March 31, 1998, primarily as a result of additional transponder leases
obtained for coverage in the Mediterranean region. Included in loans is a
Netherlands guilder denominated loan the equivalent of $24.0 million bearing
interest at 2.0% above the Amsterdam Interbank Offering Rate and maturing on
October 5, 1998.

In connection with the Canal+ Transaction, the Company deferred
recognition of approximately $73.3 million of the associated gain representing
an estimated probable liability for warranties relating to decoder technology,
guarantees of numbers of subscribers and reimbursement of programming costs
which were expected to be incurred by Canal+. The gain deferral relating to the
guaranteed number of subscribers was calculated based on an estimate of the
shortfall in the number of subscribers at the date of the transaction. The
Company was aware that a defect in the technology included in certain set top
boxes would prevent the boxes from providing certain services and were likely
to cause the Company to have to replace them. The provision was calculated as
the amount of the replacement cost of decoder boxes to be replaced under the
warranty. The Company also believed that the costs to Canal+ of renegotiated
programming contracts were likely to exceed costs of contracts in force at the
sale date. The amount provided was the Company's best estimate of this
exposure, based on its experience with renegotiating similar contracts. During
the year ended March 31, 1998, the Company paid approximately $38.0 million for
guarantees of number of subscribers. At March 31, 1998 approximately $31.8
million of such provisions remained and were included in current liabilities.
The Company continued to believe that payment of the amount provided was
probable as the circumstances concerning the warranties had not changed and
discussions with Canal+ indicated a substantial likelihood that it would pursue
all claims available. No further claims were made prior to their expiry on June
30, 1998 and the remaining provision was reversed.

In October 1998, the Company established a $40 million revolving demand
facility with ABSA Bank Limited that bears interest at a rate of LIBOR + 2%.
The Company has drawn approximately $23 million under this facility. In
February 1999, the Company established a $50 million loan from MeesPierson N.V.
The loan bears interest at a rate of LIBOR + 0.9% and is repayable upon the
earlier of February 12, 2000 and the completion of the Offerings. The Company
has drawn approximately $10 million under this loan. The ABSA facility is
secured by a pledge of the shares of UBC that are owned by the Company, and the
MeesPierson loan is secured by a pledge of the shares of substantially all the
subsidiaries of the Company. The Company intends to use a portion of the
proceeds of the Offerings to repay the outstanding balance on the loans, at
which time the pledged shares will be released.

33
<PAGE>

Foreign Currency Management

The Company's functional currencies are generally the local currencies of
the countries in which the Company operates. All transactions in currencies
other than the given functional currency are recorded at the rate of exchange
of the transaction or, if hedged forward, at the rate of exchange under the
related forward exchange contract. Any resulting exchange differences are
included in current results. The cumulative translation effects of translating
the financial statements of operations using functional currencies other than
U.S. dollar to the reporting currency are included in foreign currency
translation adjustment in shareholders' equity (net deficit) and are only
included in net earnings upon sale or liquidation of the underlying
investments.

A number of the Issuer's subsidiaries use foreign currency forward
exchange contracts, which typically expire within one year, to hedge a
substantial portion of their currency risks arising from payments of foreign
currencies related to the purchase of goods and services in currencies other
than their functional currency. Realized gains and losses on these contracts
are recognized in the same period as the hedged transactions are included in
earnings. The Issuer and its subsidiaries had foreign exchange forward
contracts on hand at March 31, 1998, hedging South African rand, Greek drachma
and Thai baht against the U.S. dollar and the British pound sterling. The
Company does not currently hold or issue derivative financial or interest rate
instruments for trading purposes, but intends to continue to use forward
exchange contracts to limit its exposure to expected depreciation of some of
its functional currencies relative to foreign currencies in which it incurs a
significant portion of its cost.

The Company's forward exchange contracts are primarily to hedge the South
African rand and Greek drachma against the U.S. dollar. During the six-month
period ended September 30, 1998, the value of the U.S. dollar increased against
the South African rand by approximately 16.8% while the Greek drachma increased
against the dollar by approximately 9.9%. The cost of the Company's foreign
currency commitments were approximately $1.5 million less during this period as
a result of forward currency contracts entered into, measured as the difference
between the spot rate and the contract rate at the contract due date. During
the six month period ended September 30, 1997 the U.S. dollar strengthened
against the South African rand and Greek drachma by approximately 5.6% and
5.3%, respectively. During the year ended March 31, 1998 the U.S. dollar
strengthened against the South African rand and Greek drachma by approximately
14.1% and 20.5%, respectively. During the year ended March 31, 1998, the cost
of the Company's foreign currency commitments were approximately $1.8 million
greater as a result of hedging activities.

The contractual amounts, exchange rates and settlement dates of the
outstanding forward exchange contracts at March 31, 1998 are set out below:

<TABLE>
<CAPTION>
Average
Contractual Amount Exchange
(in thousands) Rates Settlement dates
-------------------- ----------- ------------------------------------
<S> <C> <C> <C>
Greek drachma/U.S. dollar .............. $14,000 307.49 April 27, 1998 to May 25, 1999
South African rand/U.S. dollar ......... $23,849 5.22 August 31, 1998 to January 28, 1999
Thai baht/U.S. dollar .................. $ 8,000 50.35 June 30, 1998
South African rand/
British pound sterling ................ $ 1,727 7.97 July 31, 1998 to August 31, 1998
</TABLE>

US GAAP Reconciliation

As more fully explained in Note 29 to the Consolidated Statements, under
IAS the Company's investment in UBC is carried at cost. In June 1998, the
Company increased its investment in UBC from 17.3% to 26.1%. Under IAS and US
GAAP the investment is accounted for by using the equity method subsequent to
the increase of the Company's shareholding. US GAAP requires retroactive
adjustment of financial statements for an investee that was previously
accounted for on the cost method when that investee becomes qualified for use
of the equity method.

As explained in Note 23 to the Combined Statements, the Company adopted
IAS 19 "Retirement Benefit Costs" on April 1, 1995, which requires recognition
of the costs of post-retirement benefits on an accrual basis. MultiChoice
Africa recognized its cumulative actuarially determined liability for
post-retirement medical benefits as of April 1, 1995 of $3.9 million. In
accordance with IAS 19 and IAS 8, "Net Profit or Loss for the Period,
Fundamental Errors and Changes in Accounting Policies" the change has been
reported retrospectively through an adjustment of $3.9 to the opening balance
of MultiChoice Africa accumulated results. Under US GAAP, SFAS 106 "Employers
Accounting for Postretirement Benefits Other Than Pensions", the effect of
adoption is recognized immediately in net income of the period of change as the
effect of a change in accounting principle.

34
<PAGE>

The effect of the difference between IAS and US GAAP resulted in an
increase in the Company's net loss under US GAAP as compared with IAS for the
years ended March 31, 1998 and 1997 and the six-month periods ended September
30, 1998 and 1997 and a reduction of shareholders' equity as compared with IAS
as at September 30, 1998, March 31, 1998 and 1997.

On April 1, 1999, the Issuer expects to grant options to purchase 950,140
Class A Ordinary Shares at an exercise price of $10.57 per share. The exercise
price represents the estimated fair value of the shares on September 11, 1998
(after giving effect to stock splits), when the Compensation Committee of the
Board of Directors determined it would make the awards. US GAAP, Accounting
Principles Board Option No. 25, requires that the intrinsic value of the
options, defined as the market value of the share at grant date less the
exercise price, be recognized as compensation expense prospectively over the
five-year vesting period. As a result, the Company expects to recognize
compensation expense under U.S. GAAP beginning with the fiscal year ended March
31, 2000.

Year 2000 Issue

The Company is reviewing its computer systems and operations in order to
identify and determine the extent to which any systems may be vulnerable to
potential errors and failures as a result of the "Year 2000" problem. The Year
2000 problem is the result of computer programs being written using two digits,
rather than four digits, to define the applicable year. Any computer
application having time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000, which could result in a major system
failure or miscalculations.

The effects of the Year 2000 problem are exacerbated because of the
interdependence of computer and telecommunications systems throughout the
world. This interdependence is true for the Company, its suppliers and certain
of its customers.

MIH Year 2000 Project

The management of the Company has been briefed about the Year 2000 problem
and its possible effects on the Company's business activities. The Company is
implementing a Year 2000 project (the "Project"), which will be modified as
events warrant, to ensure Year 2000 compliance.

The Project is managed by the Company's Year 2000 project office which
provides leadership and direction to the Year 2000 efforts of the Company's
operations in Africa, the Middle East, the Mediterranean and Thailand as well
as Irdeto, but not OpenTV. Each of the operations is ultimately responsible for
its own Year 2000 activities, but the Project office has set out a uniform
approach which includes the following activities: inventory; impact assessment;
supplier compliance; testing, corrections and upgrades; and contingency
planning.

Inventory. The first phase is the compilation of an inventory of all of
the Company's computer hardware and software systems and embedded chips and
software (including the compilation of an inventory of all of Irdeto's
products). The Company has completed this phase.

Impact Assessment. The second phase is an assessment of the effects of
Year 2000 problems on the Company's systems and products. This phase includes
the identification of business critical systems and products. The Company has
completed this phase.

Supplier Compliance. Simultaneously with the second phase, all suppliers
and vendors of products and services have been or will be approached to
ascertain whether such suppliers and vendors have determined whether or not
their products and services are Year 2000 compliant and, if not, what efforts
they are making in this regard. The Company will continue working on this phase
through the rest of 1999.

Testing, Corrections and Upgrades. The fourth phase involves the testing
of all products and business critical systems to determine the correct remedial
action which is required to address any Year 2000 problems which are diagnosed.
This phase further includes the verification and testing of those systems to
which remediation efforts have been applied (whether by way of corrections or
upgrade). Irdeto and the African operations have completed diagnostic testing
and expect to complete the implementation of corrections and upgrades by the
second quarter of 1999. The Mediterranean operations have completed diagnostic
testing and expect to have completed the implementation of corrections and
upgrades by April 1999. The Thai and Middle Eastern operations expect to have
completed diagnostic testing by April 1999 and the implementation of
corrections and upgrades by June 1999.

A variety of testing procedures are being used to test business
applications for Year 2000 compliance by the Company's operations. These
include methods that first capture current processing steps and relevant data,
which are

35
<PAGE>

run prior to remediation (baseline test) and again after remediation
(regression test). Such methods are intended to identify any business rules
that may have changed during the remediation effort and to confirm that only
date processors have been changed. Where the regression tests are successfully
completed, test software tools that perform date simulation of the system clock
being rolled forward may be used to age the same data and to verify and compare
results.

Contingency Planning. The final phase involves the preparation of
contingency plans to attempt to ameliorate those aspects of the Year 2000
problem that cannot practically be remedied. These plans will encompass
business continuity, both internally and in the external business environment.
The planning effort includes critical areas such as computing networks,
suppliers and vendors, operations, personnel and business systems. The Company
will continue working on this phase through the rest of 1999.

Outside Systems and Entities

The Company recognizes that the computer, telecommunications and other
systems ("Outside Systems") of outside entities ("Outside Entities") play a
major role in the Company's operations. The Company does not have control of
these Outside Entities or Outside Systems. The Company has, however,
implemented an ongoing process of contacting Outside Entities whose systems
have, or may have, a substantial effect on the Company's ability to continue to
conduct business without disruption from Year 2000 problems. The Company is
attempting to assess the extent to which these Outside Systems may not be Year
2000 compliant. The Company will attempt to coordinate with these Outside
Entities in an ongoing effort to obtain assurance that these Outside Systems
will be Year 2000 compliant before January 1, 2000.

OpenTV

OpenTV has implemented its own Year 2000 activities. OpenTV has undertaken
to notify customers of any and all date-related bugs, errors or deficiencies in
its software. OpenTV believes that because development of its software began
only recently, it has adequately anticipated Year 2000 issues.

Year 2000 Costs

The total remaining cost of the Project is estimated at $5.3 million.
Approximately $2.4 million is for new software and hardware purchases and will
be capitalized. The remaining $3.0 million will be expensed as incurred over
the next nine month period. To date, the Company has incurred and expensed
approximately $1.5 million, related to the phases of the Project which have
been implemented. The costs of the Project and the dates on which the Company
plans to complete the Project are based on management's best estimates, which
were derived utilizing numerous assumptions of future events, including the
continued availability of certain resources, the readiness of Outside Systems
and other factors. Until the Company has completed further analysis of the
impact of Year 2000 on its operations and contingency planning, it will be
unable to estimate the additional costs, if any, that it may incur as a result
of its efforts. For these reasons, and for the reasons stated in the next
paragraph, there can be no assurance that the actual costs of implementing the
Project will not differ materially from the estimated costs.

Potential Risks

With respect to its internal operations (those over which the Company has
direct control), the Company believes that the most significant potential risks
concern the Company's ability to use electronic devices to distribute its
services, the Company's ability to render timely bills to its subscribers, the
ability of the Company's subscribers to receive its services, the uninterrupted
use of Irdeto's products by its customers and the Company's ability to maintain
continuous operation of its computer systems. The Project addresses each of
these risks. The Company relies, however, on Outside Systems, and there can be
no assurance, for example, that all Outside Systems will be adequately
remediated so that they are Year 2000 compliant by December 31, 1999, or by
some earlier date, so as not to create a material disruption to the Company's
business. In addition, there can be no assurance that the Company's products
and systems will be Year 2000 compliant. If, despite the Company's efforts in
terms of the Project, there are Year 2000 related failures that create
substantial material disruptions to the Company's operations, the adverse
impact on the Company's business could be material. Moreover, the estimated
costs of implementing the Project do not take into account the costs, if any,
that may be incurred as a result of Year 2000 related failures that occur
despite the Company's implementation of the Project including, for example,
claims from subscribers or customers related to business interruption. See
"Risk Factors--Year 2000 Risks".

Accounting Standards

The Financial Accounting Standards Board (the "FASB") has issued Statement
of Financial Accounting Standards ("SFAS") No. 132, "Employers' Disclosures
about Pension and other Postretirement Benefits". This

36
<PAGE>

Statement is effective for fiscal years beginning after December 15, 1997 and,
therefore, will be effective for the Company's financial statements beginning
with the year ended March 31, 1999. The Company does not expect the adoption of
this Statement to have a material impact on its financial statements.

SFAS No. 130, "Reporting Comprehensive Income", was issued by the FASB in
June 1997 and is effective for fiscal years beginning after December 15, 1997.
It will be effective for the Company's financial statements for the year ended
March 31, 1999. SFAS No. 130 requires additional disclosure but does not change
the measurement of financial position or net income. Management is currently
assessing the impact that this Statement may have on its financial statements.

SFAS No.133, "Accounting for Derivative Instruments and Hedging
Activities," is effective for fiscal years beginning after June 15, 1999. It
will be effective for the Company's annual financial statements for the year
ended March 31, 2001. Management is currently assessing the impact that this
Statement may have on its financial statements.

In July 1997, the International Accounting Standards Committee ("IASC")
issued International Accounting Standard ("IAS") 1 (revised), "Disclosure of
Accounting Policies". IAS 1 (revised) will be effective for the Company's
financial statements for the year ending March 31, 2000. The Company believes
that it has complied with the main provisions of this standard and does not
believe that this standard will have a significant influence on the Company's
financial statements.

In 1997, the IASC issued IAS 17 (revised 1997), Leases, which supersedes
IAS 17, "Accounting for Leases" and is effective for the Company's financial
statements for the year ending March 31, 2000. The Company does not expect a
material impact on its financial statements as a result of adopting IAS 17
(revised 1997).

In January 1998, the IASC issued IAS 19 (revised 1998), "Employee
Benefits". It will be effective for the Company's financial statements for the
year ending March 31, 2000. The Company is currently assessing the impact that
this standard may have on the Company's financial statements.

In February of 1998, the IASC issued IAS 34, "Interim Financial
Reporting". IAS 34 will be effective for the Company's interim financial
statements issued after March 31, 1999. The Company believes that it has
complied with the main provisions of this standard and does not believe that
this standard will have a significant influence on the Company's financial
statements.

In June of 1998, the IASC issued IAS 35, "Discontinuing Operations". IAS
35 will be effective for the Company's financial statements for the year ending
March 31, 2000. The Company believes that it has complied with the provisions
of this standard and does not believe that this standard will have a
significant influence on the Company's financial statements.

In June of 1998, the IASC issued IAS 36, "Impairment of Assets". IAS 36
will be effective for the Company's financial statements for the year ending
March 31, 2001. The Company is currently assessing the impact that this
standard may have on its financial statements.

In September of 1998, the IASC issued IAS 37, "Provisions, Contingent
Liabilities and Contingent Assets". IAS 37 will be effective for the Company's
financial statements for the year ending March 31, 2001. The Company is
currently assessing the impact that this standard may have on its financial
statements.

In October of 1998, the IASC published IAS 38 "Intangible Assets". The
standard becomes effective for the Company's financial statements for the year
ending March 31, 2001, with earlier application encouraged. If an enterprise
chooses to adopt IAS 38 early, it must also apply IAS 22 (revised 1998),
"Business Combinations" and IAS 36, "Impairment of Assets" early. The Company
is currently assessing the impact this standard may have on its financial
statements.

37
<PAGE>

BUSINESS

General

From its origins as the leading provider of pay-television services in
South Africa, the Company has grown, through its subsidiaries and joint
ventures, to provide terrestrial analog, digital satellite and other
pay-television services to over 1.9 million households in Africa, the
Mediterranean and Asia. The Company's Mindport technology division provides
pay-media companies worldwide with proprietary software and hardware solutions
for subscriber management, conditional access and other pay-television related
services. Mindport is also a leading provider of interactive television
operating systems through OpenTV.

Pay-television

The Company operates its pay-television businesses in three major regions:
Africa, the Mediterranean and Asia. In each region, the Company has implemented
a strategy that emphasizes being the leading supplier of pay-television
services, obtaining exclusive programming, continually improving its customer
care and offering new services and technology, such as interactive television.
Through the application of its core competencies, the Company has developed the
leading pay-television service in each of its operating regions. These
businesses were generally started as single-channel analog services, which
provide the market presence and subscriber base for the Company to launch
multi-channel digital and interactive services. The Company currently provides
analog service in each of these regions and provides digital service in Africa
and Asia. The Company is prepared to provide digital service in the
Mediterranean upon enactment of certain legislation and receipt of a license
thereunder.

The following table sets forth the services offered and subscriber numbers
for the Company's pay-television subsidiaries and joint ventures by region and
service:

<TABLE>
<CAPTION>
Subscribers
Launch as of Dec. 30,
Date Service 1998
------------------- ------------------------------------ ---------------
<S> <C> <C> <C>
Africa
South Africa .................. 1986 M-Net (analog) 839,819
1995 DStv (digital) 249,884
Sub-Saharan Africa ............ 1991 M-Net (analog) 58,236
1996 DStv (digital) 77,901
Egypt and Middle East ......... various Subscriber management(1) 81,435

Mediterranean
Cyprus ........................ 1993/1997 LTV/Alfa (analog) 34,567
Greece ........................ 1994/1996/1997 FilmNet/SuperSport/K-T.V. (analog) 309,692
1999(2) Nova (digital) N/A
Asia
Thailand ...................... 1989 UBC MMDS(3) (analog) 9,770
1995 UBC Cable (analog) 147,410
1995 UBC Satellite (digital) 144,198
</TABLE>

- ----------------
(1) Pay-television platforms operated by third parties.
(2) Expected. See "--Pay-television--Mediterranean."
(3) Phased out in April 1999.

38
<PAGE>

The Company believes that two of the reasons it is the leading
pay-television operator in each of the markets it serves are its exclusive,
high quality content and its early introduction of emerging technologies. In
most of its markets, the Company has exclusive pay-television rights to
transmit premium movies, major sporting events and popular children's
programming. The Company believes that access to this programming gives it the
content necessary to attract and retain subscribers and grow its pay-media
services. The Company believes that its core competency in technology, drawn in
large part from Mindport, is an important component of its business and a key
strategic advantage.

Since beginning operations in 1986, the Company has experienced
significant growth in the number of its subscribers, revenue per subscriber and
total pay-television revenue. As of September 30, 1998, the Company's
consolidated pay-television operations (excluding Asia and the Middle East,
which are not consolidated) had approximately 1.54 million subscribers, as
compared to 1.47 million, 1.36 million and 1.14 million subscribers as of March
31, 1998, 1997 and 1996, respectively. Also, the average revenue generated by
these pay-television subscribers per month was approximately $22.74 during the
six-months ended September 30, 1998 compared to approximately $23.90, $21.10
and $18.63 during the years ended March 31, 1998, 1997 and 1996, respectively.
For the six-months ended September 30, 1998, the Company's consolidated
pay-television operations generated subscriber revenues of $205.1 million
compared to $404.5 million, $315.5 million and $233.3 million for the years
ended March 31, 1998, 1997 and 1996, respectively.

Technology

The Company's technology division, Mindport, provides a comprehensive
package of technology products and support services to pay-media operators
worldwide. Mindport seeks to capitalize upon the pay-media industry's evolution
from analog to digital and then to interactive and Internet services. This
adoption of new technologies has generated the need for increasingly complex,
integrated and scalable software and hardware that Mindport provides. In
addition, by taking advantage of the Company's experience in operating
pay-media businesses, Mindport has been able to improve its products and offer
highly advanced and complete solutions to third-party platform operators.
Mindport's customers include some of the leading international pay-media
companies, such as EchoStar, BSkyB, Canal+, Galaxy Latin America, TPS and
DirecTV Japan, as well as the Company's African and Mediterranean
pay-television businesses. The Company also recently signed an agreement to
provide pay-television technology to CBSat, a subsidiary of China Central
Television, which is preparing to distribute their digital television signals
to rural areas in the People's Republic of China.

The Mindport product line includes subscriber management systems,
conditional access systems, interactive television operating software, content
management systems, set-top box design and specification and consulting
services. The Company believes its subscriber management system, marketed under
the IBS brandname, provides the critical scalability and system adaptability
necessary to meet the growing needs of pay-television operators, Internet
service providers and data broadcasters worldwide. Irdeto Access, Mindport's
conditional access unit, provides encryption and decoding systems to
pay-television operators. OpenTV develops and sells operating systems for
interactive television, the first generation of which is running on several
pay-television platforms.

Internet

The Company believes that the Internet business is complementary to its
existing businesses and a natural extension of its core competencies of
subscriber, content and platform management. By leveraging its subscriber-based
pay-media expertise, the Company plans to offer a range of Internet services,
including Internet access, content aggregation and subscriber management, both
within certain of its current pay-television markets and in new markets. The
Company's first investment in the Internet business occurred with its
acquisition, development and ultimate spin-off of M-Web, the leading Internet
service provider in South Africa, which is now a publicly-listed affiliate of
the Company.

Objectives and Strategy

The Company seeks to strengthen its current position as a worldwide
provider of pay-television services and related technologies and to become a
recognized multinational provider of a full array of content and pay-media
services over a variety of platforms, including Internet and interactive
television. In addition, the Company seeks to become a leader in the supply of
pay-media technology and customer care products and services. Specifically, the
Company is pursuing the following three objectives:

o Build Out Current Markets. In each of its existing markets, the Company
plans to fully develop its pay-television business by enhancing its
platforms to offer a full compliment of services including analog,
digital,

39
<PAGE>

interactive and Internet services. The Company also plans to further
grow its subscriber base by achieving higher levels of penetration
within its current addressable markets as well as taking advantage of
favorable demographic trends.

o Expand Into New Markets. The Company seeks to take advantage of its
management expertise and experience by expanding into new markets,
particularly emerging pay-media markets. Being an early entrant into
these markets helps the Company secure transmission frequencies and
exclusive programming and build strong relationships with subscribers
and local affiliates. This expansion is likely to be accomplished
through investments in and acquisitions of existing businesses,
including pay-television systems and Internet service providers.

o Develop Leading Technology Company. The Company intends to build
Mindport into a leading technology company that develops and sells
software and designs hardware that support pay-media businesses
worldwide. Mindport will continue to benefit from the Company's
experience as a pay-media operator and build its technology base through
internal research and development and strategic acquisitions.

In pursuing these objectives and drawing on its core competencies, the
Company intends to implement the following strategies:

o Provide Exclusive, High Quality Content. In most markets in which the
Company operates its pay-television business, it has the exclusive
rights to provide popular sporting events and first-run motion pictures
from the major studios. In certain regions, the Company includes local
free-to-air networks on its digital platform, thereby creating a
well-rounded channel selection. The Company believes that providing
exclusive, high quality content is the key to establishing and growing
its pay-media businesses and intends to obtain such rights in its new
markets and maintain such rights in its existing markets.

o Provide Leading Edge Platforms. The Company consistently strives to
improve the quality of its pay-television services by taking advantage
of technological developments. In each of its operating regions, the
Company provides, or is planning to provide, digital service, which
generally features many more channels than its existing analog services,
with greater picture clarity and sound quality. The next major
enhancement of the Company's business will be the introduction of
interactive services. The Company is already offering an electronic
programming guide that is currently accessible by all digital
subscribers in South Africa, Sub- Saharan Africa and Thailand and
expects to begin implementing in most of its regions other interactive
services such as pull-down menus in mid 1999, and some time thereafter,
web browsing, e-mail, gaming, home shopping and home banking. The
Company believes that these enhanced services will provide it with
significant new sources of revenue and generally higher margins from its
current customer base and will attract new subscribers.

o Provide High Quality Service. The Company views its business as
primarily a service business and, accordingly, places great emphasis on
providing high quality customer service. The Company believes this helps
build customer loyalty and reduce churn. The Company seeks to achieve
high quality customer service by operating walk-in service centers and
utilizing computer systems equipped with Mindport's advanced IBS
subscriber management software, which allows customer service
representatives to quickly address subscriber concerns.

Pay-television

Overview

The Company, through its subsidiaries and joint ventures, provides
pay-television and related services to over 1.9 million households in Africa,
the Mediterranean and Asia. The Company's services are primarily provided
through wireless technology, mainly terrestrial analog and digital satellite
transmission, with certain subscribers in Thailand receiving programming
through coaxial cable employing a fiber optic backbone.

The Company believes that providing unique, high quality programming,
utilizing the most advanced technology, including interactive services and
providing superior customer service are the keys to establishing and growing a
successful pay-television business. The Company seeks in each of its regions to
provide an array of programming, including movies, sports and children's
programming, with elements that appeal to different family members. In
addition, on both its movie and children's channels, the Company frequently
provides local programming such as local series and shows dubbed into the local
language. In most of its markets, the Company or an affiliate operates channels
with exclusive rights to premier movies (including programming from such
studios as Disney, Columbia Tristar/Sony, Warner Brothers, Fox, MCA/Universal,
MGM, Paramount and DreamWorks).

40
<PAGE>

In several regions, the Company or an affiliate provides a sports channel,
SuperSport, that has exclusive rights to show popular sports in that region.
The Company has also developed a proprietary channel, K-T.V., that televises
exclusive children's programming. On the Company's digital platforms, these
primary channels are supplemented by major international channels and/or the
local market television networks. The Company believes that such a
comprehensive package attracts new subscribers, enhances subscriber loyalty and
helps to reduce churn. The Company also believes that, as long as it maintains
a leading position in each of its markets, it will be in a strong position to
continue to acquire programming rights on favorable terms.

The Company uses the latest available technologies and was one of the
first pay-television companies in the world to provide digital satellite
service, which it now provides or plans to provide in each of its operating
regions. Following the successful introduction of digital services, the Company
is currently introducing interactive services on its digital platforms. Today,
such interactive services include electronic program guides. In the future, the
Company anticipates introducing enhanced services in its major markets, such as
web-browsing, pull-down menus, e-mail, gaming, home shopping and home banking,
which have the potential for generating significant additional revenue and
generally higher margins. The Company believes that its Mindport division gives
it great support and insight into the latest developments and enhancements of
pay-media technologies.

The Company believes its business is primarily a service business and
accordingly places great emphasis on customer care. The Company is installing
Mindport's proprietary customer care and billing system, IBS, throughout its
pay-television regions. IBS provides advanced billing capabilities for
pay-television operators and allows customer specific information to be
accessed and manipulated quickly by customer service representatives. The
Company believes IBS will result in greater customer satisfaction and reduced
churn. In many of its regions, the Company operates advanced call centers that
also serve to increase customer satisfaction. For example, the Company's call
center in South Africa has an average response time of 61 seconds and 67
seconds for its analog and digital service, respectively, and a low call
abandonment rate. These operations ensure that the Company is perceived as a
customer friendly organization.

The following table shows the growth of subscribers in each of the
Company's markets:

<TABLE>
<CAPTION>
Mar. 31,
Dec. 30, Sep. 30, -----------------------------------
1998 1998 1998 1997 1996 CAGR(1)
---------- ----------- ----------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Subscribers (thousands):
Africa
South Africa ...................................... 1,090 1,086 1,054 1,008 943 5.4%
Sub-Saharan Africa ................................ 136 127 109 104 73 25.3
Egypt ............................................. 25 22 18 13 9 47.0
Middle East ....................................... 56 47 27 15 -- --
------ ------- ------- ------- ------- ----
Total Africa ..................................... 1,307 1,282 1,208 1,140 1,025 9.2
------ ------- ------- ------- ------- ----
Mediterranean
Greece ............................................ 310 277 254 203 101 50.5
Cyprus ............................................ 35 33 31 26 11 49.9
------ ------- ------- ------- ------- ----
Total Mediterranean .............................. 344 310 285 230 112 50.5
------ ------- ------- ------- ------- ----
Asia
Thailand .......................................... 301 289 313 253 130 35.6
------ ------- ------- ------- ------- ----
Total subscribers ................................. 1,953 1,881 1,806 1,623 1,268 17.0
====== ======= ======= ======= ======= ====
Average monthly revenue per subscriber (2) ......... * $ 22.74 $ 23.90 $ 21.10 $ 18.63 8.3
------ ------- ------- ------- ------- ----
</TABLE>

- ----------------
* Financial data not available.
(1) Compounded annual growth rate calculated from March 31, 1996 until
December 30, 1998, except average monthly revenue per subscriber, which
is calculated from March 31, 1996 until September 30, 1998.
(2) Excluding the Company's Asian and Middle East operations because such
revenues are not consolidated on the Company's income statements. Total
subscribers from consolidated operations were 1.545 million, 1.466
million, 1.355 million and 1.137 million as of September 30, 1998 and
March 31, 1998, 1997 and 1996, respectively.

41
<PAGE>

Marketing

Throughout its operations, the Company conducts market research on an
ongoing basis to ensure that it continues to offer its subscribers a lineup of
attractive programming. The Company provides a bouquet of programming that is
designed to be attractive to different members of a household. The Company
markets its analog services as premium offerings with broad market appeal and
positions its digital platforms as upscale services with greater choice. The
Company believes that segmenting its product line in this way helps it to
maximize the size of its addressable market, while also encouraging analog
subscribers to upgrade to the higher-end digital service.

Africa

The Company offers terrestrial analog and digital satellite pay-television
services in Africa through its wholly owned subsidiary, MultiChoice Africa,
which has operations in both South Africa and other sub-Saharan African nations
besides South Africa ("Sub-Saharan Africa").

South Africa

In South Africa, the Company's analog service transmits the M-Net
channels, which feature exclusive premium movies, exclusive sports and other
programming. The analog service began in 1986 and is transmitted over two
frequencies. The Company's digital satellite service, which commenced in 1995
under the brand name DStv, features 48 video channels and 49 audio channels. As
of December 30, 1998, MultiChoice Africa had 839,819 subscribers to its analog
service and 249,884 subscribers to its digital service in South Africa.

Opportunity. South Africa is Africa's largest economy, with a population
of over 40 million people, and is Africa's third largest television market with
over 4.1 million color TV households in 1998. MultiChoice Africa's
pay-television services had a market penetration of approximately 26% of
potential households. The Company believes that South Africa has been and will
remain a favorable market for the provision of its services. A substantial
portion of television households have incomes that give them the disposable
income to purchase the Company's services. The Company believes that the number
of television households will continue to grow as the efforts to provide
economic empowerment to previously disadvantaged groups begin to take effect
and as interactive services become available on the Company's digital platform.

The Company also believes that there is potential for growth in
MultiChoice Africa's business due to a number of additional factors: (i)
nationwide coverage provided by a digital platform that reaches new customers
who are not able to receive the Company's analog transmissions; (ii) a
significantly enhanced bouquet that provides broader appeal to households who
do not currently subscribe to the dual-channel analog service; and (iii)
renewed promotions that have proven successful in the past to drive subscriber
growth. For example, the Company is planning to repeat its successful
promotions in which the price of the equipment for digital service is reduced.

Products. MultiChoice Africa's analog service transmits the M-Net
channels, which provide a combination of first run movies, sporting events and
children's programming along with some original and imported series. These
channels are provided to MultiChoice Africa by M-Net Ltd., an affiliate of the
Company, and are transmitted over two terrestrial frequencies. MultiChoice
Africa transmits its analog signal 24 hours each day, including two hours of
unencrypted transmission. The Company's digital service is also transmitted 24
hours each day and offers a significant increase in the number of specialized
channels that provide movies, sports, general entertainment, children's
programming, local stations and international news, etc. The following chart
details the channels available on the DStv platform.

42
<PAGE>

<TABLE>
<CAPTION>
Type of Type of
Programming Channel Programming Channel
- --------------- -------------------------------- -------------- ---------------------------
<S> <C> <C> <C>
Movies The Movie Magic Channel News BBC World
Hallmark Entertainment Network CNN International
TNT Classic Movies CNBC
Sky News
Bloomberg Television
SABC Africa
Summit TV
- --------------- ------------------------------ -------------- --------------------------

Sports SuperSport Infotainment Discovery Channel
SuperSport 2 Travel Channel
SuperSport International -------------- --------------------------
ESPN Kids K-T.V. Channel
SuperTrack Cartoon Network
- --------------- ------------------------------ -------------- --------------------------

General M-Net Channel Music VH1
Entertainment The Series Channel MTV Europe
The Soap Channel BET on Jazz International
Carlton Select Channel O Sound Television
Carlton Food
Canal Horizon
Channel Africa
Sci-Fi Channel -------------- --------------------------
BBC Prime
National Geographic Audio DMX (40 channels)
Teletuks BBC World Service 1
Shoma Education BBC World Service 2
Zee TV BBC World Service 3
Parliamentary Service* VOA--Voice of America
RTPi* WRN--World Radio Network
ART Africa* Trans World Radio
CCTV-4* 702 Talk Radio
RAI International* Radio Africa Austral
ERT SAT* Classic FM
Rhema Network*
TV5*
NBC (Namibia)*
SABC 1,2,3*
</TABLE>

* = subscription not required to receive channel.

The Company believes that the programming it receives from affiliates
provides it with a significant advantage over other forms of broadcast
entertainment and helps build and retain its subscriber base. M-Net Ltd., which
provides the M-Net and Movie Magic digital channels, has the exclusive rights to
the South African pay-television broadcast of movies from all of the eight major
Hollywood movie studios, including Disney, Columbia Tristar/Sony, Warner
Brothers, Fox, MCA/Universal, Paramount, MGM and DreamWorks. The contracts allow
M-Net Ltd. to select from all films produced by a given studio each year up to a
maximum number and to broadcast these movies at least a year in advance of their
free-to-air television premiere. Typically M-Net Ltd. is entitled to show a
movie 10 to 15 times during its twelve-month pay-television window.

Similarly, SSIH, which provides sports programming for the M-Net channel
and the SuperSport channels for MultiChoice Africa's digital platform, has
obtained the exclusive rights to broadcast the South African cricket and rugby
leagues along with major international cricket and rugby events, two of the most
popular sports in South Africa. In addition, SSIH has the exclusive rights to
broadcast, among others, the English, Italian, German and

43
<PAGE>

French soccer leagues, all four major professional golf tournaments as well as
the United States and European PGA Tours and three of the four major
professional tennis tournaments.

MultiChoice Africa has signed ten-year channel agreements with both M-Net
Ltd. and SSIH. Payments under these contracts are calculated on a per
subscriber basis and are subject to annual price escalations. See "Certain
Transactions--Channel Distribution Agreements".

The Company is now beginning to offer interactive television services on
DStv. These services currently consist of electronic programming guides that
allow all digital subscribers to access detailed information about available
programming. The Company intends to begin implementing other interactive
services such as pull-down menus in mid 1999, and some time thereafter, gaming,
home shopping and home banking. In providing these services, the Company will
use software platforms developed and provided by OpenTV, part of the Company's
Mindport division. The Company believes interactive television will become a
substantial new phase in its business development and has the potential to
provide the Company with significant new sources of revenue at higher margins
and to fuel subscriber growth.

Marketing and Subscriber Management. The Company will continue to market
its analog service as a premium offer with broad market appeal and position
DStv as an upscale service with greater choice. By targeting the digital and
analog services at different market segments, the Company hopes to spur total
subscriber growth. The Company also believes that DStv will be attractive to
rural residents, who often have poor reception of terrestrial signals. The
Company expects that the majority of growth in its digital subscriber base will
come from customers who upgrade from analog with additional growth from new,
rural subscribers currently unable to receive the analog service. The Company
expects its analog subscriber numbers to generally remain stable as new
subscribers from the growing middle class replace subscribers who migrate to
DStv. The Company believes that approximately 60% of the analog subscribers who
have terminated service have migrated to digital.

The Company transmits its analog service unencrypted for two hours every
day. It uses these transmissions as a promotional vehicle to increase
subscriber numbers, as a mechanism to fulfill public service obligations and as
cross-promotion for its DStv services. The Company believes that these
unencrypted transmissions have been instrumental in achieving its subscriber
growth and establishing a strong brand identity.

The Company services its subscriber base through its customer care and
billing centers in Johannesburg, Durban and Cape Town. Each customer center
uses Mindport's IBS subscriber management system. These centers provide
customers with local walk-in and telephone service and also act as a mutual
back up in times of heavy call volume. The Company also conducts telemarketing
from these centers in order to solicit new subscriptions.

Pricing and Billing. The following table sets forth certain pricing
information for the Company's South African businesses:

<TABLE>
<CAPTION>
Subscribers
(thousands) Equipment Price(1)
---------------------------- ------------------------------------------
Monthly Monthly
Dec. 30, Mar. 31, Subscription Price Purchase Lease(2)
---------- --------------- ------------------ ---------------------- -----------------
1998 1998 1997 ZAR $ ZAR $ ZAR $
---------- ------ ------ ----- ---------- -------- ----------- ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Analog 839 896 934 136 21.97 799 129.08 28 4.52
Digital 249 158 74 233 37.64 2,999 484.49 59 9.53
</TABLE>

- ----------------
(1) Excludes price of satellite receiver in the case of digital service.
(2) The amount of monthly payment under optional installment purchasing plans
for equipment, which are typically five years in length and require a
deposit of ZAR250 ($40.39).

MultiChoice Africa bills its subscribers monthly, in advance, in South
African rand. Subscribers who fail to pay their bill by the beginning of any
given month are automatically disconnected and may be charged a fee for
reconnection. During the 12 months ended September 30, 1998, MultiChoice Africa
experienced an average monthly net churn (as described below) of approximately
1.6% on its analog subscriber base and less than 0.1% on its digital subscriber
base. To date, the Company has not experienced significant customer
disconnections as a result of increases in the price of its services. Net churn
is the percentage of customers who terminate their subscription in a given
period net of former customers who reconnect in that period.

44
<PAGE>

From time to time, MultiChoice Africa runs promotions during which it
subsidizes the purchase price of set-top boxes, and these promotions have been
successful in increasing the numbers of subscribers.

Competition. MultiChoice Africa currently competes directly with free
television broadcasters in South Africa and indirectly with sporting events,
motion picture theaters, the Internet and other forms of entertainment. There
are currently three free-to-air broadcast channels in South Africa, SABC1,
SABC2 and SABC3, which are each government owned. A fourth free-to-air
television channel, e.tv, in which Time Warner holds a minority interest,
recently began broadcasting. Another operator that currently provides a free,
unencrypted analog service recently announced an intention to provide a digital
service that may be subscription based. The Company's digital and analog
platforms are currently the only pay-television services provided in South
Africa.

The Company believes that its pay-television services are differentiated
from the competition by their high quality, exclusive programming, including
first run movies and sporting events. This programming promotes subscriber
growth and retention and increases the Company's appeal to more sophisticated,
higher-income viewers. In addition, DStv offers a greater choice of programming
than its competitors; its offering of 42 distinct video channels is several
times more than all of the free-to-air television channels in South Africa
combined.

Transmission. The transmission of MultiChoice Africa's analog and digital
services is conducted by Orbicom. These services are provided to MultiChoice
Africa at cost. The analog service is sent to transmission towers either
terrestrially over fiber optic cables or microwave links or via satellite. The
towers transmit the signal to homes which receive it over an antenna and
decrypt it using a set-top box. Those who receive the digital satellite signal
do so by means of a 90cm dish, which receives the signal from a Panamsat
satellite situated over the east coast of Africa. The Company leases 9 Ku-band
transponders on its satellite, and its uplink facilities are provided by
Orbicom. MultiChoice Africa utilizes the Irdeto Access encryption and decoder
technology provided by its Mindport division for both its analog and digital
platforms.

Sub-Saharan Africa

The Company offers terrestrial analog and digital satellite pay-television
services to Sub-Saharan Africa through MultiChoice Africa and various joint
ventures and agents. The Company's analog service transmits a customized M-Net
channel, which features exclusive movies and sports and other programming to
eight African nations through joint ventures. Its digital service features 30
video channels, including the customized M-Net channel and many major
international networks, transmitted via C-band satellite to approximately 40
countries in Sub-Saharan Africa. As of December 30, 1998, MultiChoice Africa
and its joint ventures had 58,236 Sub-Saharan African subscribers to its
terrestrial analog service and 77,901 Sub-Saharan African subscribers to its
DStv digital satellite service. The following table provides information about
the primary Sub-Saharan African nations in which the Company conducts business:

<TABLE>
<CAPTION>
Total TV Analog Business Analog
Population Households Analog Digital Total Total Ownership Start
Market (millions) (thousands) Subs(1) Subs(1) Subs Penetration Interest(2) Date
- ---------- ------------ ------------- --------- --------- -------- ------------- ----------------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Nigeria 111.3 10,000 9,884 8,514 18,398 0.2% 91% 1994
Tanzania 29.1 466 1,218 2,688 3,906 0.8 100 1997
Kenya 30.0 823 4,810 5,614 10,424 1.3 51 1995
Uganda 19.2 200 2,584 1,752 4,336 2.2 75 1995
Ghana 17.1 274 5,044 1,364 6,408 2.3 50 1993
Zimbabwe 12.7 342 246 15,791 16,037 4.7 N/A N/A
Angola 11.2 571 2 4,226 4,228 0.7 N/A N/A
Malawi 9.5 * 1,136 3,559 4,695 N/A N/A N/A
Zambia 9.2 589 6,746 3,517 10,263 1.7 51 1995
Namibia 2.0 109 24,481 5,199 29,680 27.2 49 1992
Botswana 1.5 35 1,447 6,199 7,646 21.8 50 1993
</TABLE>

- ----------------
(1) As of September 30, 1998.
(2) Ownership of digital is 100%.
* Insufficient data.

Opportunity. Although the current number of subscribers in Sub-Saharan
Africa is a small portion of the Company's overall base and recent political
and economic instability in the region could delay the realization of

45
<PAGE>

the market's full potential, the Company expects significant percentage
subscriber growth in this market to the extent economic demographics improve.
In addition, the Company expects the continuing rollout of its digital service
and promotions, including set-top box subsidies, to further drive subscriber
growth.

Products. The Company's Sub-Saharan African businesses transmit an analog
service that includes the M-Net channel to eight major African nations and a
digital platform that provides 30 video and 6 audio channels to all of
Sub-Saharan Africa. The Company offers many of the same premium channels in
Sub-Saharan Africa as in South Africa, including those broadcasting exclusive
premium films and popular sports. The Company varies the timing of certain
programs on its digital platform between east and west Africa to account for
time zone differences.

Interactive services in the form of an electronic programming guide are
currently available to all subscribers on the digital platform. The Company
intends to further offer gaming, home shopping and home banking sometime in the
next several years.

Marketing and Subscriber Management. Similar to the position in South
Africa, the Company believes that by targeting its digital and analog services
to different economic demographics the subscriber base will increase and
subscribers who are initially attracted to the analog service will, in time,
migrate to the digital service.

The Company actively markets its services in the region through local
affiliates and agents. Its efforts are focused on the major cities in each of
the countries it serves because the Company believes that these major
metropolitan areas contain the households with the greatest ability to afford
its services. In addition, the Company believes that given the size of the
urban population and color television penetration, there is significant
opportunity to increase the subscriber base in these areas.

Pricing and Billing. The following table sets forth certain pricing
information for the Company's Sub-Saharan African businesses:
<TABLE>
<CAPTION>
Subscribers
(thousands)
----------------------------
Dec. 30, Mar. 31,
---------- --------------- Monthly Equipment
1998 1998 1997 Subscription(1) Purchase(1)(2)
---------- ------ ------ ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Analog .......... 58 60 75 $30 $150
Digital ......... 77 49 29 50 700
</TABLE>
- ----------------
(1) Represents the average price across all of the Company's Sub-Saharan
African Businesses.
(2) Includes price of satellite receiver in the case of digital service.

In each Sub-Saharan African nation, the Company generally bills its
customers in U.S. dollars or dollar equivalents. Generally, subscribers who
fail to pay their bills by the beginning of any given month are automatically
disconnected and may be charged a fee for reconnection. During the 12 months
ended September 30, 1998, the Company's Sub-Saharan African operations
experienced an average monthly net churn of approximately 3.2% on its analog
subscriber base and approximately 1.1% on its digital subscriber base. To date,
the Company has not experienced significant customer disconnections as a result
of increases in the price of its services. From time to time, the Company runs
promotions during which it subsidizes the purchase price of set-top boxes, and
these promotions have been successful in increasing the number of subscribers.

Competition. The Company is the leading provider of pay-television
services in Sub-Saharan Africa. In the countries in which it broadcasts,
however, there are numerous public and private free-to-air television stations,
as well as small, localized pay-television operations. The Company believes
that its high quality, exclusive programming distributed terrestrially and on
DStv appeals to the broader African market. In addition, the wider choice of
programming available on DStv serves to differentiate it from other
broadcasters.

Transmission. The Company delivers analog services terrestrially to
Sub-Saharan Africa by transmitting its programming signal by satellite to local
receiving stations in nine countries. These stations are generally owned in
partnership with a local partner or franchisee in each country. These stations
relay the signal to a broadcast tower that transmits it as a standard encrypted
television signal. As that signal is received by a customer, a decoder in a
standard set-top box decrypts the signal and provides it to the customer's
television.

The Company's digital service is transmitted DTH on a C-band satellite
transponder. Customers receive these signals on a dish mounted on or near their
homes. The signal is then descrambled and decompressed for viewing, using a
conditional access system, set-top box and smart cards designed by Mindport.

46
<PAGE>

Egypt and the Middle East

The Company provides customer service, subscriber management and customer
billing services to third-party pay-television broadcasters in Egypt and other
Middle-Eastern nations. The Company provides these services for the Showtime
and Firstnet digital satellite platforms. In Egypt, the Company also provides
these services to CNE for its terrestrial analog service. As of December 30,
1998, there were 81,435 subscribers in these countries.

Under its arrangements with Arab Radio & TV and Gulf DTH, the Company
collects revenues from their subscribers. The Company then takes these
subscriber revenues and remits a percentage to the broadcasters and keeps the
remainder as compensation for its services, which include operating customer
service centers, managing the subscriber base and conducting billing and
collection.

Mediterranean

Greece and Cyprus

The Company offers terrestrial analog pay-television services in Greece
and Cyprus through its subsidiary, NetMed. In Greece, the Company's analog
service provides three channels operating on two frequencies that offer a broad
array of entertainment, including exclusive first-run movies, sports and
children's programming. In Cyprus, the Company's analog service offers two
third-party channels that feature a similar programming lineup. NetMed began
broadcasting its analog service in 1994 and expects to begin offering digital
satellite service in 1999, subject to the receipt of a license from the Greek
government. As of December 30, 1998, NetMed had 309,692 subscribers in Greece
and 34,567 subscribers in Cyprus.

Opportunity. Greece has a population of approximately 10.5 million people
and approximately 3.2 million television households, giving NetMed's
pay-television services a market penetration of approximately 9% of television
households. The market penetration for pay-television in Greece is much lower
than the average of 38% for cable and satellite penetration in the European
Union ("EU") countries. Furthermore, in 1998, average daily viewing time in
Greece was 225 minutes, compared to an average of 191 minutes in the EU as a
whole. The Company believes that the potential market growth in Greece arises
from the large Greek appetite for television and its comparatively low rates of
market penetration. The Company also believes that the launch of NetMed's
digital satellite service, Nova, will be a significant source of new
subscribers. Nova is ready to be launched upon NetMed's receipt of a license
under a recently enacted broadcasting law.

Products. NetMed's Greek analog service consists of three channels,
FilmNet, SuperSport and K-T.V., transmitted over two analog frequencies.
FilmNet provides a combination of exclusive, first-run movies, along with some
original and imported series. SuperSport features exclusive sporting events,
including Greek league soccer and basketball, the two most popular sports in
Greece. K-T.V. offers a wide range of exclusive children's programming.
Customers have the option of subscribing to FilmNet, SuperSport or to both
services. Customers who subscribe to both also receive K-T.V. as a bonus
channel, which is currently the only way to receive K-T.V. Each of these
channels is produced by NetMed Hellas, a 96% owned subsidiary of NetMed B.V.

In Cyprus, the Company's analog platform broadcasts the LTV and Alfa
channels. LTV is produced by Lumiere, a Cypriot media company that is NetMed
B.V.'s joint venture partner in MultiChoice Cyprus. Alfa is produced by Alfa
TV, a Cypriot company. Each channel shows a variety of programming, including
exclusive films and sports. Most of the programming on each channel is
purchased from NetMed Hellas.

The digital service, Nova, is anticipated to include 19 video and five
audio channels, including film, sports and children's channels provided by
NetMed Hellas, supplemented by popular international channels and several of
the national Greek free-to-air networks. The Company's digital service has been
fully built and tested, and the Company has already established all agreements
necessary for its operation. The Company anticipates receiving a license for
digital broadcasting in 1999, although there can be no assurance that will be
the case. See "Risk Factors--Risks Associated with Growth Strategies--Greek
Operations" and "Regulation--Greece". At that time, the Company also intends to
begin offering some interactive television services on its digital platform.

The Company believes that its ability to attract and retain subscribers in
Greece and Cyprus depends on the ability of NetMed Hellas to retain its rights
to exclusive programming. NetMed Hellas has the exclusive pay-television
broadcast rights to movies from six of the eight major Hollywood movie studios,
including Columbia Tristar/Sony, Warner Brothers, Fox, MCA/Universal, Paramount
and DreamWorks and is currently negotiating with

47
<PAGE>

the two other studios for similar rights. The contracts allow NetMed Hellas to
select a specified number of films from all films produced by a given studio
each year and to broadcast these movies at least a year in advance of their
free-to-air television premiere. Typically NetMed Hellas is entitled to show a
movie 10 to 15 times during its twelve-month pay-television window. Under the
contracts, NetMed Hellas makes payments on a per subscriber basis.

NetMed Hellas also holds the exclusive rights to broadcast Greek league
soccer and Greek league basketball, the two most popular sports in the country.
Under NetMed Hellas' contract with the Greek soccer federation, NetMed
currently broadcasts three live matches each week and then sells the matches
for delayed rebroadcast on free-to-air television. NetMed Hellas has a contract
with the Greek basketball league pursuant to which NetMed will televise two
live matches and two delayed matches each week.

Marketing and Subscriber Management. The Company believes its analog
service is attractive due to its comparatively clean frequencies and
uncluttered channels. When the Company is able to provide digital service,
NetMed will continue to market its analog service as a premium offer with broad
market appeal and position Nova as an upscale service with greater choice.
Initially, the Company expects the majority of its digital growth to come from
subscribers that upgrade from the analog service. The Company also expects to
achieve subscriber growth due to the expanded territorial coverage of the
digital platform. With its digital service, the Company will be able to reach
100% of Greek households, as compared to 70% with its analog system.

The broadcast television business in Greece tends to be seasonal, with a
significant decrease in viewership occurring in the summer, when Greeks
traditionally enjoy outdoor activities and travel and when the soccer and
basketball seasons have ended. In line with this trend, the Company has
experienced subscriber churn in the summer, but the Company is aggressively
implementing new programs designed to promote year-long subscriptions. For
example, the Company is pursuing programs that apply a discount to the price of
a set-top box in conjunction with a subscription over a consecutive number of
months that runs through the summer.

NetMed provides customer service through customer care and billing centers
in Athens and Salonica. These centers utilize Mindport's IBS subscriber
management system.

Pricing and Billing. The following table sets forth certain pricing
information for the Company's Mediterranean businesses:

<TABLE>
<CAPTION>
Monthly
Subscribers (thousands) Subscription
------------------------------- --------------------------
Dec. 30, Mar. 31,
----------- -------------------
1998 1998 1997 GRD $
----------- --------- --------- --------------- ----------
<S> <C> <C> <C> <C> <C>
Greece
Analog .......... 310 254 203 10,900(3) 37.06
Digital ......... N/A N/A N/A 14,900(4) 50.65

Cyprus
Analog .......... 35 31 26 10,172(5) 34.58

<CAPTION>
Equipment(1)
------------------------------------------------------
Monthly
Total Lease(2)
---------------------------- -------------------------
GRD $ GRD $
---------------- ----------- -------------- ----------
<S> <C> <C> <C>
Greece
Analog .......... 55,000 186.98 N/A --
Digital ......... 200,000(4) 679.93 6,000(4) 20.40

Cyprus
Analog .......... 66,169 224.95 N/A --
</TABLE>

- ----------------
(1) Includes price of satellite receiver in the case of digital service.
(2) The estimated amount of monthly payment under optional, three-year
installment purchasing plans for equipment.
(3) Price for both FilmNet and SuperSport as of January 1, 1999. Separately,
FilmNet costs GRD7,300 ($24.82) and SuperSport costs GRD8,900 ($30.26).
(4) Current estimates upon launch of digital service.
(5) Price for both LTV and Alfa together. Separately, each costs GRD8,439
($28.69).

NetMed bills its subscribers monthly in Greek drachmae. Subscribers are
billed in advance and those who fail to pay their bill by the end of the month
of service are disconnected. During the 12 months ended September 30, 1998,
NetMed experienced a monthly net churn of approximately 1.3% on its total
subscriber base. Net churn is heaviest in the summer months of May, June, and
July, which averaged approximately 6.9% in 1998. In September 1998, monthly net
churn was approximately negative 6.6% versus negative 3.2% in September 1997.
Negative net churn occurs when the number of former subscribers who reconnect
exceeds the number of subscribers who drop off in a given period. To date, the
Company has not experienced significant customer disconnections as a result of
increases in the price of its services.

48
<PAGE>

Competition. NetMed competes directly with free-to-air broadcast channels
in Greece and Cyprus and indirectly with sporting events, motion picture
theaters, the Internet and other forms of entertainment. There are currently
numerous free-to-air channels in Greece and Cyprus, including national Greek
networks (such as Mega, Antenna, Skai and Star) and four national Cypriot
networks (Cyprus Broadcasting Corp., Sigma, O Logos TV and Antenna). The
Company believes its analog service is attractive due to its comparatively
clean frequencies and uncluttered channels. When launched, NetMed's digital
satellite service will have clear signal coverage throughout Greece and Cyprus,
which is difficult to replicate using terrestrial broadcasts due to the
mountainous terrain and remote islands found there. Although the new Greek
media law allows multiple licenses to be granted for pay-television platforms,
the Company is not aware of any other entity that independently intends to
apply for such a license.

Transmission. NetMed transmits its analog service through a network of 56
terrestrial transmission sites across Greece. Its network currently covers
approximately 70% of the Greek population. NetMed owns and operates 13 of the
56 sites, including the two major transmission sites in Athens and Salonica,
which together cover approximately 60% of the population. NetMed distributes
its signal to the regional transmission sites over the Eutelsat's Hot Bird 2
satellite.

The remaining regional transmission sites are owned and operated on the
Company's behalf by local business partners, who often also own distribution
outlets where NetMed's set-top boxes are sold. In return, the local business
partners receive 6% of analog subscription revenues in their reception area,
and upon the launch of digital it is expected that they will receive some
incremental compensation.

The terrestrial analog network in Cyprus is owned by Lumiere, the
Company's minority partner in MultiChoice Cyprus, and Alfa TV. The network
consists of transmission sites, which together provide coverage of 77% of
Cypriot television households. Additional sites are being established to
increase coverage.

The digital satellite service will be transmitted off Eutelsat's Hot Bird
2 and Hot Bird 3 satellites to 60cm dishes mounted on homes. Both the
terrestrial analog and digital satellite transmission systems utilize backup
systems, including redundant routing to the point of uplink and, in the case of
analog, backup broadcast towers.

In encrypting and decoding its signal, NetMed uses conditional access
technology licensed from Mindport.

Asia

The Company conducts its Asian development operations out of its office in
Hong Kong. Its first investment in this region is its joint venture interest in
UBC, the leading pay-television provider in Thailand. Through a series of
transactions beginning in 1997, the Company now owns 27.8% of UBC and holds an
option to purchase an additional 3.3%. The agreements governing this joint
venture grant the Company certain management rights, including the right to
appoint the Chief Operating Officer. The Company views the UBC venture as a
model for possible future ventures in Asian countries and plans to draw upon
its experiences in Thailand in structuring its other investments in the region.

Thailand

The Company offers digital satellite and analog pay-television services in
Thailand through the UBC Group. The UBC Group was formed from UBC's acquisition
in February 16, 1998 of Telecom Asia's interest in UBC Cable, a leading
provider of cable television services in Thailand. This acquisition combined
the two largest pay-television companies in Thailand. The Company believes that
the UBC Group has been able to derive significant benefits from this
acquisition, including a more coordinated and focused marketing strategy and
the ability to streamline its workforce.

In 1997, the Company was invited to acquire an equity interest in UBC in
order to provide UBC with its pay-television management expertise. After making
its initial investment, the Company placed certain of its employees in key
management positions. As a result of these appointments, the Company was able
to refocus UBC in order to bring it in line with the Company's operating
philosophy. The Company took the lead role in repositioning UBC for long-term
growth through the acquisition of UBC Cable by UBC. The Company also led the
coordination of the cable and digital bouquets, the implementation of a new
pricing plan and the introduction of a new billing plan. The Company believes
the long-term effect of these changes will be to increase subscriber growth and
UBC's revenues and profitability.

As of December 30, 1998, the UBC Group had 301,378 total subscribers,
including 147,410 cable subscribers, 144,198 digital satellite subscribers, and
9,770 MMDS subscribers. The UBC Group began its MMDS service in 1989, its cable
service in 1995 and its digital satellite service in 1995.

49
<PAGE>

Opportunity. Thailand has a population of approximately 61.1 million
people, with approximately 14.6 million television households. The Company
believes that Thailand represents an excellent opportunity for subscriber
growth, given the low pay-television penetration in Thailand, which is
approximately 2% of television households. That figure is less than most other
countries in the region, including those with similar or lower levels of
economic development than Thailand.

Given the comparatively low level of market penetration in Thailand, the
Company believes that the recently adopted coordinated marketing plan between
its cable and digital satellite services should result in increased subscriber
growth. UBC's digital satellite service is potentially receivable by all 14.6
million television households in the country. UBC Cable's service, which has
147,410 subscribers, passes more than 800,000 homes in Bangkok.

Products. The UBC Group's digital satellite and cable services each
provide the same 35 channels, including proprietary channels showing movies and
sports, major international channels and six major free-to-air networks, in
addition to seven educational channels. The bouquets were coordinated in order
to reduce churn between services as subscribers abandoned one system for
another. The Company believes this unified approach and leading market position
has been responsible for a significant decline in its international channel
costs. The satellite service is offered on two tiers, and the cable service is
offered on three tiers.

The UBC Group plans to persuade existing digital subscribers whose homes
are cable accessible to switch to cable. The Company believes it can accomplish
this as the programming on each service is now congruent. This will allow the
Company to use that household's digital equipment for new subscribers
elsewhere.

Six of the channels shown on the UBC Group's pay-television systems are
produced by its 99.9% owned subsidiary, Cineplex. The channels include UBC
Movies and UBC Asian Movies, which show first run and repeat films, UBC Kids,
UBC Series, UBC News and SuperSport 1 and 2. Cineplex does not currently have
the same exclusive rights to first run movies as are enjoyed by other MIH
operating companies, but shows programming to which HBO, Cinemax and other
movie channels do not have exclusive access. Its SuperSport channels show
programming tailored for Thai audiences, including favorite local sports such
as takraw and badminton, along with exclusive major international events, such
as English Premier League Soccer. The UBC Group also broadcasts major
international and local free-to-air channels. Most programming on the UBC
Group's pay-television systems carry the original soundtrack along with a
dubbed Thai soundtrack or Thai subtitling, with such dubbing and subtitling
generally being carried out by the UBC Group. The chart opposite details the
channels presently provided and the current tiering structure for both the
cable and satellite bouquets:

50
<PAGE>

<TABLE>
<CAPTION>
Type of Type of
Programming Channel Programming Channel
- --------------- ------------------------ -------------- ------------------------------
<S> <C> <C> <C>
Movies HBO -- G News UBC News -- S
Cinemax -- G CNN -- G
Star Movies -- G BBC -- G
Hallmark -- G CNBC -- G
UBC Asian Movies -- S -------------- ------------------------------
TNT Classic Movies -- G Kids Cartoon Network -- G
UBC Movies -- G* UBC Kids -- S*
- --------------- ------------------------ -------------- ------------------------------
Sports ESPN -- G Education DLT/ETV (seven channels) -- B
Star Sports -- G -------------- ------------------------------
SuperSport 1 -- G Music MTV -- G
SuperSport 2 -- G CH[V] Thai -- S
--------------- ------------------------ -------------- ------------------------------
General UBC Series -- S Foreign TV5 (French) -- G
Entertainment Jet TV (Thai) -- G NHK (Japanese) -- A
Jet TV (Japanese) -- A -------------- ------------------------------
CCTV -- G Terrestrial Channel 3 -- B
Mosaic -- B Broadcasters Channel 5 -- B
AXN -- G Channel 7 -- B
Discovery -- G Channel 9 -- B
Animal Planet -- G Channel 11 -- B
Fashion TV -- G ITV -- B

</TABLE>

- ----------------
B = Basic package (also included in silver and gold packages)
S = Silver package, cable (also included in gold package, cable and digital)
G = Gold package, cable and digital
A = A la carte
* = Occupies same physical channel

UBC currently offers interactive services in the form of an electronic
programming guide on its digital platform. In the future, UBC intends to offer
web browsing, pull-down menus, e-mail, home shopping and home banking, but has
not set a definite date for the launch of those services. In providing these
services, UBC will use software platforms developed and provided by OpenTV, a
part of the Company's Mindport division. The Company believes interactive
television will be a substantial new phase in UBC's business development and
has the potential to provide UBC with significant new sources of revenue at
higher margins and fuel subscriber growth.

Marketing and Subscriber Management. UBC markets its service as a premium
offer with broad market appeal. UBC has phased out its analog MMDS system due
to widespread piracy of its signal. UBC retains its rights to the MMDS
frequencies and is examining the feasibility of establishing a digital MMDS
service.

UBC provides customer service through customer care and billing centers in
four cities, including Bangkok. These centers use Mindport's IBS subscriber
management system.

51
<PAGE>

Pricing and Billing. The following table sets forth certain pricing
information for the Company's Thai business:

<TABLE>
<CAPTION>
Number of Subscribers(1) Monthly Subscription Price Equipment
------------------------ ----------------------------------- -------------------------------------
Dec. 30, Mar. 31, Silver Package Gold Package Purchase(2) Monthly Rental
---------- ------------- ----------------- ----------------- -------------------- ----------------
1998 1998 1997 Baht $ Baht $ Baht $ Baht $
---------- ------ ------ ------ ---------- ------ ---------- -------- ----------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cable .......... 147 154 119 400 10.68 890 23.75 4,000 106.75 100 2.67
Digital ........ 144 116 59 N/A 890 23.75 10,500 280.22 160 4.27
MMDS(3) ........ 10 43 76 N/A N/A N/A N/A
</TABLE>

- ----------------
(1) Subscribers in thousands.
(2) Includes installation fee, connection fee and refundable set-top box
deposit.
(3) Phased out in April 1999.

On March 19, 1999, MCOT approved UBC's new basic package consisting of ten
paid and six free-to-air channels priced at Baht 790 ($21.08) per month. MCOT
also approved UBC's planned increase in the price of its gold package to Baht
1,090 ($29.09) per month, an increase of 22.5% from the current package price
of Baht 890 ($23.75) per month. The Company expects to introduce the new basic
package on May 1, 1999, with the gold package price increase taking effect on
April 5, 1999 for new subscribers.

For the 12 months ended September 30, 1998, the UBC Group's average
monthly net churn was approximately 2.0% on its digital system and
approximately 4.0% on its MMDS system. The higher net churn for MMDS is
consistent with UBC's effort to phase out its analog MMDS system. The average
monthly net churn for the UBC Group's cable system was approximately 3.6% for
the 6 months ending October 31, 1998 (net churn for the months prior to this
period are unavailable). The Company believes that the coordination of the
programming packages for cable and digital will reduce the amount of churn
caused by subscribers switching between those platforms. To date, the UBC Group
has not experienced significant customer disconnections as a result of
increases in the price of its services.

Consistent with the policies of other MIH companies, the UBC Group has
instituted a strict policy of terminating the service of subscribers once they
fall 30 days in arrears. This policy has helped reduce the average arrearage to
nine days from 180. In the second half of 1999, the UBC Group plans to switch
to advance billing, which is used in the other MIH operating companies.

The UBC Group does not require its subscribers to purchase their set-top
boxes but rather retains ownership of the equipment. The cost of the equipment
is built into the connection fee and monthly charge. The Company believes that
this strategy has a positive effect upon subscriber growth by minimizing the
entry cost of subscription to the UBC's services.

Competition. The Thai television industry consists primarily of several
national free-to-air television stations and the Company's pay-television
operations. Previously, another pay-television service had been operated by
Thai Sky, but it discontinued operations in 1997. The Thai regulatory authority
granted pay-television licenses to two other companies in 1996, but those
companies have not launched, or announced an intention to launch, pay-television
services. There are also several small, provincial cable systems, generally
averaging fewer than 1,500 subscribers. The UBC Group competes directly with
the national free-to-air television stations and, in the case of the digital
service, local cable groups in Thailand and indirectly with sporting events,
motion picture theaters, the Internet and other forms of entertainment. The
Company believes that UBC's unique programming, including exclusive first run
movies and sporting events, gives it a distinct advantage over its free-to-air
television competitors. The national free television stations are uplinked to
the same satellite used by UBC's service and consequently form part of the
bouquet available to the Company's subscribers. The Company believes that this
arrangement enhances its appeal to current subscribers and assists in growing
its subscriber base.

Transmission. UBC's digital satellite service is transmitted on a Ku-band
signal through the Thaicom 3 satellite, owned by Shinawatra Satellite Public
Company Limited. The satellite uplink facilities at Lad Lum Koa are owned and
operated by CS Communications Limited. UBC utilizes digital compression
technology that facilitates multiple channel transmission through a single
channel's bandwidth. Subscribers receive their signal on a 60-90 cm dish and
unscramble and decompress the signal with a set-top box utilizing Irdeto
Access' conditional access system and smart card technology from Mindport. The
set-top box, smart cards and conditional access equipment are owned by SSV (a
96% owned subsidiary of UBC) and leased to the UBC Group.

52
<PAGE>

UBC Cable's transmission is delivered on hybrid coaxial fiber optic cable
lines and over a dropwire into homes that utilize a set-top box to access the
signal. The cable network is owned by Asia Multimedia Company Limited ("AMM"),
a subsidiary of Telecom Asia, and leased to UBC Cable pursuant to an agreement
that expires in 2019. As part of its services to UBC Cable, AMM supplies and
installs a dropwire to link its network to subscriber homes and installs and
maintains the set-top boxes.

UBC's cable system features redundancy at the head-end. The satellite
system features route and fiber redundancy in the feed to the uplink stations.
The uplink stations themselves will be fully redundant by 1999.

Technology

Overview

The Company's technology division, Mindport, provides a comprehensive
package of technology products and support services to pay-media operators
worldwide. These products and services include IBS subscriber management
systems, Irdeto conditional access systems and the OpenTV operating system for
interactive television, along with others. Mindport's products are designed to
be flexible, configurable and scalable, allowing them to be used by a variety
of different customers and to be integrated in systems using the products of
Mindport's competitors. Mindport's diverse and well integrated product line
also allows it to act as a single source for fulfilling a customer's pay-media
technology needs, particularly in the growing market for interactive
television. The Company believes that Mindport will be able to capitalize on
the anticipated growth in interactive platforms and the anticipated convergence
of television, telephony and the Internet in order for it to expand its
customer base.

The following table lists certain of Mindport's major customers and the
products they use:

<TABLE>
<CAPTION>
Irdeto
Customer Market IBS Access OpenTV
- -------------------------------------- -------------------- ------- -------- -------
<S> <C> <C> <C> <C>
MultiChoice(1) ....................... South Africa [check] [check] [check]
Sub-Saharan Africa [check] [check] [check]
Greece [check] [check] Future
Middle East [check] [check]
UBC(1) ............................... Thailand [check] [check] Future
Canal+ ............................... Europe(2) [check] [check]
EchoStar ............................. United States Future
CBSat ................................ China Trial Trial Trial
Stream ............................... Italy [check] [check]
Galaxy Latin America ................. Latin America(2) [check]
DirecTV .............................. Japan [check]
Optus ................................ Australia [check] [check]
BSkyB ................................ UK [check]
TPS .................................. France [check]
TDK .................................. Denmark [check]
----- ----- -----
Total Subscribers (000's)(3) ......... 3,142 4,180 2,000
</TABLE>

- ----------------
(1) All transactions between Mindport and MIH Limited's other subsidiaries
and affiliates are conducted on an arms-length basis.
(2) Certain countries only.
(3) As of December 31, 1998.

Mindport's ability to provide a "one-stop-shop" for pay media technology
needs is valuable to new interactive platform providers who can speed their
time to market by utilizing Mindport technology. A good example of this is the
Company's recent agreement to provide conditional access systems, subscriber
management systems and the OpenTV operating system to CBSat, the first provider
of trial digital satellite services in the People's Republic of China. CBSat's
system is being deployed in small numbers on a test basis in 1999, with a
possible broader rollout thereafter.

IBS

Mindport's IBS software provides pay-media operators with a broad range of
subscriber management services and products that combine customer care, billing
and logistics functionality in one integrated system. IBS supports all types of
subscriber-based businesses, including pay-television operators, Internet
service providers and data

53
<PAGE>

broadcasters over a wide range of delivery platforms. Mindport's IBS system is
a flexible, configurable and highly scalable product, that can service
pay-media operations of vastly different sizes.

Mindport IBS has historically generated revenues by charging up-front
license fees and monthly customer service and support fees. Recently, Mindport
has begun to collect from certain customers license revenues and support fees
scaled to the customers' subscriber numbers, paid on a monthly basis. Mindport
currently provides IBS to 25 customers, including certain platforms of Canal+,
DirecTV Japan and many of the Company's operating entities. IBS's competition
in its current and planned future markets includes approximately 40 companies
worldwide, including Wiztec and CableData, who focus on pay-television, and
Saville, LHS Group, CSG and Amdocs, who focus primarily on telephony operators.

The Company believes that the demand for subscriber management services
will increase as operators seek to provide more advanced technology to their
customers. IBS is able to support changes and accommodate new platforms,
including analog, digital and interactive systems. In addition, IBS is a highly
scalable software package, as demonstrated in testing by major U.S. hardware
and software producers who verified its scalability to several million
subscribers.

Today, IBS is a leading subscriber management software package for
pay-television. The Company plans to continually redefine the IBS architecture
to improve on its configurability, flexibility and scalability. The Company
also plans to take advantage of the system's flexibility to penetrate new
markets for IBS, such as Internet service, cable, data broadcasting and
telephony providers. In addition, the Company also plans to introduce a
scaled-down IBS for the Internet market that can run on a laptop and a product
capable of tracking interactive television applications, especially interactive
commerce transactions.

Irdeto Access

Irdeto Access provides digital and analog conditional access systems to 13
customers operating in over 20 countries. These systems enable pay-television
operators to encrypt and decrypt their broadcast signals and thus control
subscriber access to programs, services and events.

The Company believes that its digital conditional access system's
flexibility, compatibility with multiple equipment vendors, ease-of-use and
sophisticated security features make it attractive to pay-television operators
worldwide. The system's open architecture allows pay-television operators to
incorporate as few or as many features as they require and adjust these
features as their needs change. Irdeto Access offers M-Crypt, a system
specifically for pay-media providers with fewer than 100,000 subscribers.
M-Crypt allows these operators to reduce their investment in computing
equipment and third-party software licenses and is easily upgradable if the
operator's subscriber base were to grow past a certain size. Mindport also
produces an analog conditional access system that is also based upon a modular
and flexible design. This allows the Company to tap into price sensitive
markets that will not be considering digital services for some years to come.

Irdeto Access licenses its technology to various manufacturers to produce
its conditional access systems and generates revenues by charging an up-front
license fee along with a fee for each conditional access unit sold. The major
users of Mindport's conditional access systems include Stream, Telepiu, Canal+
and certain of the Company's operating entities. As of December 31, 1998,
Mindport had supplied over 1.3 million digital and over 2.9 million analog
conditional access units.

The principal products competing with Irdeto Access include MediaGuard,
ViaAccess, NDS and NagraVision. The Company believes that a customer's primary
consideration in choosing among conditional access systems are system security
and dependability and that Irdeto Access enjoys a solid reputation for both of
these qualities.

Mindport's strategy for Irdeto Access encompasses four main goals: (i)
reduce the cost of ownership for both digital and analog conditional access
systems; (ii) develop the next generation conditional access products; (iii)
implement an analog sales operation in new markets; and (iv) develop an MPEG-2
encryption product for the Internet. The Company has a team of engineers
dedicated to conditional access design and development who are responsible for
developing new products, increasing the functionality of existing products and
reducing costs through increased chip functionality. Mindport's management
believes that further price reductions may be achieved by cutting production
costs, shifting production to locales with lower manufacturing costs and
reducing royalty costs by re-examining certain partnerships and business
relationships dealing with developing conditional access technology. The
Company recently acquired TV/COM International Inc., a San Diego based company
that holds intellectual property licensed to Irdeto for use in its conditional
access systems.

54
<PAGE>

OpenTV

OpenTV is a leading provider of operating system software for digital
set-top boxes used in both satellite and cable television systems. Several
digital satellite operators, including TPS in France, EchoStar in the United
States, BSkyB in the United Kingdom and CBSat in China, are using or have
entered into agreements to use the OpenTV software system. TPS is presently
OpenTV's largest customer with over 700,000 set-top boxes deployed as of
December 31, 1998. TPS has used OpenTV software to gain market share in France
by deploying interactive television applications and services that attract and
retain subscribers. Using OpenTV's development tools, TPS designs its own
virtual channels, including an electronic programming guide and interactive
weather service. It also recently ran a successful interactive advertising spot
for Renault.

OpenTV's operating system software manages all of the basic functionality
of the digital set-top box and enables it to run interactive applications. The
OpenTV operating system is extremely flexible and is currently being used with
a variety of decoders. In addition, OpenTV provides pay-media operators with
easy-to-use software tools such as its Software Development Kit and Open
Author, which permit the operators themselves to design their own interactive
services. The open architecture of OpenTV's operating system software means
that it can be used with any conditional access system and can support a number
of different head-end systems. Another feature of the OpenTV operating system
is its ability to manage and handle several interactive applications
simultaneously.

OpenTV derives its revenue from a licensing fee per set-top box,
maintenance and support fees, licenses of proprietary software tools supporting
the OpenTV system and consulting fees. As of December 31, 1998, the OpenTV
operating system had been installed in approximately 2.0 million set-top boxes.

At present, OpenTV's competitors include MediaHighway, Enhanced TV, Power
TV, NCI and WebTV. In the future, other software companies may decide to
compete directly with OpenTV in the digital interactive television software
market. OpenTV believes that its future competitors must overcome OpenTV's
first to-market advantage and the significant head start that it enjoys in
developing interactive television software. In addition, applications developed
with OpenTV software function at the head-end level and are independent of the
set-top box, thereby providing two principal advantages. First, any
improvements or enhancements can be downloaded over the digital signal received
by the set-top box, making the dissemination of upgrades simple and
inexpensive. Second, applications based upon the OpenTV operating system enjoy
protection against decoder obsolescence since the software is used with
different set-top box technologies. To date, OpenTV's customers have developed
interactive applications using OpenTV's software development tools, or they
have contracted with OpenTV to develop applications on a consulting basis.
OpenTV is now developing a suite of interactive applications that it will
market to customers on a licensing or revenue sharing basis.

The present strategy for OpenTV is to become the leading operating system
for interactive applications on digital media platforms worldwide, complete the
development and introduction of applications such as home banking and home
shopping and to enhance its products and services for greater exploitation of
the Internet.

Other Products

Media Commerce Technologies. Mindport is currently developing software in
three application areas as part of its plan to develop the tools, technologies
and supporting structures that will enable pay-television operators to provide
comprehensive interactive broadcast services. The first consists of
applications for interactive television, such as extended electronic program
guides, virtual channels and program enhancement. The second is fulfilment
services, which use Internet commerce technologies that have been adapted for
the broadcast platform. The third application area, infrastructure
technologies, provides the common communications infrastructure for media
commerce.

CLASS. Mindport's Contracts, Library and Scheduling System (CLASS) enables
digital pay-television operators to manage contracts, control their program
libraries, manage license tracking and utilize multiple-language electronic
program guides.

Consulting. Mindport Solutions is a new division intended to capitalize on
the expertise within the Mindport group to offer consultancy services and
turnkey solutions to new pay-television operators. This division was launched
with the award of a system integration contract for the DTH platform of Stream,
the Italian pay-television service owned by Telecom Italia.

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<PAGE>

Properties

The Company has major corporate offices in Hoofddorp, The Netherlands,
Johannesburg, South Africa and Athens, Greece. The following table summarizes
certain information regarding the Company's principal facilities as of November
1998:

<TABLE>
<CAPTION>
Description/Use Location Size Owned or Leased
- ---------------------------- ---------------------------- ------------ ----------------
<S> <C> <C> <C>
Corporate offices .......... Hoofddorp, the Netherlands 6,772 m(2) leased
Corporate offices .......... Johannesburg, South Africa 20,400 m(2)* leased
Corporate offices .......... Durban, South Africa 2,672 m(2) leased
Corporate offices .......... Cape Town, South Africa 3,219 m(2) leased
Corporate offices .......... Athens, Greece 8,126 m(2)* leased
</TABLE>

- ----------------
* = multiple locations

Employees

At December 31, 1998, the Company had 3,352 full-time employees. None of
the Company's full-time employees is unionized. The Company believes its labor
relations are satisfactory.

Intellectual Property

The Company relies on a combination of patents, licensing arrangements,
trade names, trademarks and proprietary technology to protect its intellectual
property rights. The Company owns, or has been assigned or licensed the rights
to, several patents and has several patent applications in various
jurisdictions relating to its proprietary technology. In addition, the Company
currently has numerous trademarks (pending and registered) in countries where
it conducts business. Some of the Company's major trademarks include the names
and logos of Irdeto, Mindport, OpenTV, DStv and MultiChoice.

The Company may file additional patent and trademark applications in the
future, although there can be no assurance that the Company will be successful
in obtaining patents or trademark registrations based upon such applications.
The Company intends to vigorously protect its intellectual property rights. It
may be possible, however, for a third party to copy or otherwise obtain and use
the Company's technology without authorization or to develop similar technology
independently. Furthermore, the laws of certain countries in which the Company
sells its products do not protect the Company's intellectual property rights to
the same extent as do the laws of the United States. See "Risk Factors--Risks
Associated with Intellectual Property".

Legal Proceedings

From time to time, the Company and its local partners in Greece have
experienced objections by local communities to the establishment or continued
presence of transmission sites in such communities. Such matters have generally
been resolved in the ordinary course. In addition, the Company is party to
routine litigation and proceedings in the ordinary course of business. The
Company is not aware of any current or pending litigation which it believes
would have a material adverse effect on the Company's results of operations or
financial condition.

One of NetMed's competitors has filed a suit against the Greek basketball
league and NetMed Hellas. The competitor asserts that the basketball agreement
between the Greek basketball league and NetMed Hellas was the product of an
unfair process and constitutes a restriction on competition and an abuse of
NetMed Hellas' dominant position in the Greek pay-television market. The
Company believes that NetMed Hellas' rights under the basketball agreement will
not be substantially affected by this action and that the claim for monetary
damages is without merit.

The South African Competition Board is currently investigating certain
business practices of MultiChoice Africa under South Africa's Maintenance and
Promotion of Competition Act. See "Regulation--South Africa".

One of UBC's former competitors has filed a suit against it alleging
unlawful cancellation of certain agreements and anticompetitive behavior. The
total amount of the claim is Baht 125,614 million ($3,352 million). The
management of UBC is of the opinion that the claim is groundless.

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<PAGE>

Environmental Matters

Environmental laws vary significantly among the countries in which the
Company operates. Under certain environmental laws, a current or previous owner
of real property, and parties that generate or transport hazardous substances
that are disposed of on real property, may be liable for the costs of
investigating and remediating such substances on or under the property.
Environmental laws also may impose restrictions on the manner in which property
may be used or businesses may be operated, and these restrictions may require
expenditures for compliance. In connection with the ownership or operation of
its facilities, the Company could be liable for such costs in the future.

The Company is not aware of any material environmental claims pending or
threatened against it, and the Company does not believe it is subject to any
material environmental remediation obligations. However, no assurance can be
given that a material environmental claim or compliance obligation will not
arise in the future.

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<PAGE>
REGULATION

South Africa

Overview. M-Net broadcasts its channels pursuant to a license acquired on
October 17, 1985 from the Minister of Posts and Telecommunications (the
"Minister"). In accordance with the prevailing law at the time, the Minister's
approval was given after the requisite consultation with the SABC, the
state-owned public service broadcaster.

The Independent Broadcasting Authority Act No. 153 of 1993 (the "IBA
Act"), which came into operation on March 31, 1994, established the Independent
Broadcasting Authority (the "IBA") as an independent regulator mandated to
regulate broadcasting in the public market subject to principles of
accountability and transparency. The regulation of broadcasting is now vested
in the hands of the council of the IBA.

The IBA Act vests in the council of the IBA all powers, functions and
duties in relation to the administration, management, planning and use of
broadcasting services' frequency bands (those frequencies assigned to
broadcasting by the International Telecommunications Union and adopted in South
Africa), including the power to issue licenses for broadcasting services. The
IBA Act prohibits the provision of broadcasting signal distribution or a
broadcasting service (utilizing the broadcasting frequencies) unless such
distribution or service is provided in accordance with a signal distribution or
broadcasting license issued by the IBA. The latter licenses may be granted for
public broadcasting services, private broadcasting services and community
broadcasting services.

The IBA Act contains provisions which recognize existing licenses under
previously applicable laws, such as the license previously issued to M-Net
Ltd., which license has been amended by the IBA after a public consultation
process. The license imposes certain local content requirements, advertising
limitations and a license fee equal to 2% of revenues derived from the two
analog channels. In addition, Orbicom has received a downlink license and a
broadcasting signal distribution license from the IBA. The latter permits
Orbicom to provide M-Net Ltd. with terrestrial analog distribution services in
South Africa.

The Telecommunications Act No. 103 of 1996 provides that all
telecommunications and radio frequencies other than broadcasting and
broadcasting frequencies should be regulated by the South African
Telecommunications Regulatory Authority ("SATRA"). In addition, SATRA
recognizes the uplink license and MMDS license which were issued to Orbicom
prior to the establishment of SATRA. The MMDS license authorizes the use of
frequencies and terrestrial stations for analog distribution. The uplink
license authorizes the distribution of television, sound and/or associated data
via satellite for direct reception or terrestrial re-transmission, provided
that such distribution is directly related to a broadcasting service. In
addition, Orbicom has received a value added network services licence and, on
February 19, 1999, received a further uplink license from SATRA.

Future Developments. On June 4, 1998, the Department of Communications
issued a White Paper on broadcasting policy. It confirmed that a new
broadcasting policy would seek to establish a 3-tier governance system for the
broadcasting industry, namely policy formulation and development by the
government, licensing and regulation by the IBA and service provision by the
broadcasters and signal distributors. The White Paper made, inter alia, the
following recommendations:

o the imposition of specific broadcasting license conditions on private
broadcasters which would acknowledge the different services offered by
satellite services, pay services and free-to-air services and which
would impose obligations commensurate to the nature of the particular
broadcasting business;

o the adoption of a more comprehensive definition of broadcasting and
broadcasting services than that contained in the IBA Act in line with
international practices and technological developments; and

o the merger into a single body of the broadcasting and telecommunications
regulatory functions.

In view of the increasing difficulty in differentiating between radio
frequency spectrums used for telecommunications and those used for broadcasting
and in order to prevent duplication specifically in the technical skills and
facilities areas, the government has decided to merge the IBA and SATRA into a
single regulatory authority. It was envisaged in the White Paper that the new
regulatory body would enjoy an independent statutory framework.

On August 14, 1998, a new Broadcasting Bill was published. This Bill,
which has not yet been enacted, essentially seeks to put into law the most
important findings and recommendations of the White Paper. In particular, it:

o repeals the Broadcasting Act and provides a charter for the SABC;

o clarifies the Minister's powers with regard to policy formulation and
the IBA's powers in respect of the regulation and licensing of the
broadcasting system;

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<PAGE>

o establishes the Frequency Spectrum Directorate in the Department of
Communications; and

o creates new classes of broadcasting licenses in line with the proposals
in the White Paper.

MultiChoice Africa does not itself presently require a license from the
regulatory authorities for its DStv service. The Company's affiliates (M-Net
Ltd. and Orbicom) hold the necessary broadcasting signal distribution and
uplink licenses. It is, however, likely that the enactment of the Broadcasting
Bill will affect MultiChoice Africa's position, and that a form of license will
be required for the DStv service within the new regulatory framework.

Investigation. The South African Competition Board is currently
investigating whether certain business practices of MultiChoice Africa
constitute a restrictive practice under South Africa's Maintenance and
Promotion of Competition Act. The business practices being investigated are (i)
the refusal by MultiChoice Africa to do business with DSAT Select (Pty) Limited
("DSAT") which markets a bundled product consisting of hardware, software and a
digital signal, (ii) MultiChoice Africa's pricing and distribution policy in
respect of digital decoders, (iii) alleged cross-subsidization between
MultiChoice Africa and its own rental outlets with regards to signal and/or
decoders and/or (iv) alleged differential treatment of subscribers who have
obtained their digital subscriptions through DSAT when compared with other
subscribers. The Company believes that the resolution of this investigation
would not have a material adverse effect on the Company's business, as it
believes the investigation is primarily related to its decoder rental business.
However, there can be no assurance that this will be the case.

Greece

General. The regulatory framework governing the establishment and
operation of free-to-air television stations in Greece is provided by Law
2328/95 on the "Legal Status of Private Television and Local Radio, Regulation
of Several Issues related to the Radio Television Market and Other Provisions"
(the "Free-to-Air Law"). The Greek government recently enacted a new law (Law
2644/98 on "The provision of pay television and radio services and other
provisions") that regulates pay television (via satellite, terrestrial relays
or cable) by the use of analog or digital methods of transmission (the
"Pay-Television Law"). Prior to the enactment of the Pay-Television Law,
pay-television was regulated by the Free-to-Air Law, some provisions of which
survive, as described below.

The Free-to-Air Law. Before the enactment of the Pay-Television Law, the
Free-to-Air Law granted Greek Radio Television SA ("ERT"), the state-owned
broadcasting entity, the exclusive right to broadcast encrypted television
signals in Greece. ERT was permitted to further assign such rights to third
parties. Based on this legislation, NetMed Hellas entered into an agreement
with ERT on October 15, 1994, pursuant to which NetMed Hellas' encrypted
service is transmitted on a frequency allocated by ERT. This agreement has been
approved by a joint decision of the Minister of Press and Mass Media and the
Minister of Finance and ratified by Law 2328/95.

The October 1994 agreement was extended and supplemented by a further
agreement dated December 29, 1995 which relates to the transmission of a second
encrypted service on a frequency allocated by ERT. This further agreement was
also approved by joint ministerial decision.

These agreements require NetMed Hellas to pay certain fees to ERT equal to
6.5% of subscription fees payable by subscribers who subscribe to only one
service and 5.0% of subscription fees payable by subscribers who subscribe to
both services. NetMed Hellas is required to provide a bank guarantee in an
amount of GRD 1 billion each year to secure these payments.

So long as the cooperation agreements with ERT are in force, regulations
concerning the share capital composition of free to air television are not
applicable to NetMed Hellas, which is subject to the terms of such agreements
with ERT. The regulations with ERT ensure that NetMed BV and NetMed Hellas (or
any other company which has the control of the group of companies to which
NetMed Hellas belongs) shall be liable towards ERT for the fulfillment of the
obligations of NetMed Hellas in accordance with the cooperation agreement.
Additionally, ERT's approval is required for the transfer of the majority of
the shares to NetMed Hellas and the transfer of less shares than the majority
requires ERT to be notified. ERT has also the right to be provided with
detailed information if the new shareholders or the new share capital are
directly entered into NetMed Hellas. These regulations are in effect for the
entire term of the agreement with ERT.

Pay-Television Law. Under the new Pay-Television Law, the rights to
provide pay-television through terrestrial, satellite or cable broadcast can be
secured either by obtaining a license directly from the Greek government or by
signing of a cooperation agreement with any holder of a license. Accordingly,
the existing agreement between NetMed Hellas and ERT is sufficient to secure
terrestrial broadcast rights for the Company.

59
<PAGE>

Upon the expiration of that agreement in October 1999, NetMed Hellas could
either cooperate with a license holder or seek a license directly. Under the
new Pay-Television Law, no single shareholder of a company having a terrestrial
license may hold more than 40% of the capital stock of such company.

With regard to digital, an application for the issue of a license for the
provision of pay services via satellite has been submitted by MultiChoice
Hellas, and the application is being studied by the National Radio and
Television Council.

EU Regulation. The EU Broadcasting Without Frontiers Directive (the
"Directive") of October 3, 1989 established the basic principles for the
regulation of broadcasting activity in the EU. In essence, it provides that
each EU broadcasting service should be regulated by the authorities of one
member state (the "home member state") and that certain minimum standards
should be required by each member state of all broadcasting services that
state's authorities regulate.

The Directive currently requires member states to ensure "where
practicable and by appropriate means" that the broadcasters reserve "a majority
proportion of their transmission time" for programs produced in Europe. In
applying this rule, broadcast time for news, games, advertisements, sports
events, infomercials, and teletext services is excluded. The Directive
recognizes that member states are to move progressively towards requiring their
broadcasters to devote a majority of relevant transmission time to programs
produced in Europe, having regard to the broadcaster's informational,
educational, cultural and entertainment responsibilities to the viewing public.

Thailand

Since September 1992, television broadcasting in Thailand has fallen under
the control of the National Broadcasting Commission of the Prime Minister's
office. Private investors are not allowed to own television stations. The Thai
Television Co. Ltd. was established by the Public Relations Department of
Thailand (the "PRD") and other government agencies as a state enterprise to
operate Thailand's first television station. Following enactment of the Thai
Radio and Television Broadcasting Act of BE 2498 (AD 1955) (the "RTBA"),
television broadcasting commenced on June 24, 1955. In 1977, MCOT was
established to operate mass media businesses on behalf of the government. The
Thai Television Co. Ltd. was then dissolved, and its assets and operations were
transferred to MCOT. As a consequence of developments in technology, the RTBA
was amended in 1987 to allow television broadcasts to be made to the public
through cable and electronic means.

Since January 13, 1994, pursuant to certain ministerial regulations dated
October 13, 1993, companies in the private sector have had the right to apply,
in the case of Bangkok transmissions, to the PRD and, in the case of
transmissions outside Bangkok, to the PRD or the Regional Public Relations
Centre, for a license to supply cable television. Those applications for
licenses are considered by a committee appointed by the Prime Minister. Such
licenses, on the basis of the regulations, permit the supply of television
through fibre optic or electric cable, but not through other means, including
wireless transmission, such as microwave signal as currently utilized by UBC.

At present, there are two major government bodies which regulate and
monitor media companies and their activities, MCOT and the PRD. The PRD is a
regulatory body controlled by the Prime Minister's office. It has a similar
scope of responsibilities to MCOT and is responsible for monitoring terrestrial
stations and issuing licenses for new commercial free-to-air and satellite
stations. The PRD also runs Channel 11, which is the only state education
television station in Thailand.

Both MCOT and the PRD have wide regulatory powers. Since their scope of
responsibilities overlap significantly, many companies apply for licenses to
broadcast from both entities. At present, UBC and UBC Cable require and have
obtained a license from the PRD to utilize certain frequencies and concessions
from MCOT to operate pay-television businesses.

On April 17, 1989, MCOT and UBC entered a joint venture agreement for the
provision of subscription television service which was subsequently amended on
May 19, 1994 and April 17, 1998 (together, the "UBC Concession"). UBC is
permitted to operate subscription television on behalf of MCOT until September
30, 2014. UBC is entitled to provide subscription television pursuant to the
UBC Concession to the whole of Thailand, using satellite to provide a
direct-to-home service to the whole of Thailand, cable in the provincial areas,
MMDS as permitted by the Post and Telegraph Department and by satellite to hubs
in provincial areas and then through local cable networks to subscribers. In
exchange, UBC pays MCOT 6.5% of the gross revenue derived from the operation of
the subscription television business in each year during the period of the UBC
Concession as consideration for the agreement, subject to a minimum amount per
annum.

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<PAGE>

Subscription fees or other subscriber charges and the form of contracts
with subscribers must be submitted to MCOT for prior clearance.

On November 12, 1993, MCOT and Telecom Asia entered into a memorandum of
agreement for a joint venture for the provision of cable television services.
Pursuant to its terms, Telecom Asia agreed to set up a public company to
operate a cable television business. On June 6, 1994, MCOT and UBC Cable
entered into a contract for the joint operation of subscription television
services (the "UBC Cable Concession"). The Company is permitted to operate
subscription television on behalf of MCOT until December 31, 2019. UBC Cable is
entitled to provide subscription television pursuant to the UBC Cable
Concession in Bangkok and elsewhere. UBC Cable pays MCOT 6.5% of the gross
revenue derived from the operation of the subscription television business in
each year during the period of the concession as consideration for the
agreement, subject to a minimum amount per annum.

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<PAGE>

MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information as of September 30,
1998 with respect to persons who are expected to serve as directors or
executive officers and other key personnel of the Issuer upon consummation of
the Offerings:

<TABLE>
<CAPTION>
Name Age Positions with the Issuer
- ----------------------------------- ----- -----------------------------------------------
<S> <C> <C>
Theunissen Vosloo ................. 61 Chairman of the Board of Directors
Jacobus D.T. Stofberg . ........... 47 Chief Executive Officer and Director
Jacobus P. Bekker ................. 45 Director
Vaughan G. Bray ................... 63 Director
Johannes H. W. Hawinkels .......... 47 Chief Executive Officer--MIH Asia and Director
Stephen G. Oldfield ............... 44 Chief Executive Officer--Mindport and Director
Stephan J.Z. Pacak ................ 43 Director
Lesley R. Penfold ................. 35 Chief Financial Officer and Director
Allan M. Rosenzweig ............... 43 Group Director--Corporate Finance and Director
Sheryl A. Raine ................... 40 Chief Executive Officer--NetMed
J. James Volkwyn .................. 40 Chief Executive Officer--MultiChoice Africa
</TABLE>

Messrs. Vosloo, Stofberg, Bekker, Bray, Hawinkels, Oldfield, Pacak,
Penfold and Rosenzweig are referred to herein as the "named directors and
officers".

Pursuant to the Memorandum and Articles of the Issuer, the Board of
Directors will be classified into three classes of directors at its next annual
meeting of stockholders. The terms of the classes of directors will expire at
the annual meetings of stockholders to be held in 2000, 2001 and 2002,
respectively. Thereafter, the classes will be elected to staggered three-year
terms. See "Description of Capital Stock--Certain Anti-Takeover Matters--
Classified Board of Directors".

Theunissen Vosloo has been the Chairman of the Board of Directors of the
Issuer since August 1993. Mr. Vosloo is also currently the non-executive
Chairman of the Board of Directors of Naspers and holds a variety of other
chairmanships among the Naspers group of companies. In 1984, he assumed the
position of managing director at Naspers and then served as the executive
chairman from September 1992 until September 1997. Mr. Vosloo is also Chairman
of the Board of Directors of MIH Holdings and M-Net Ltd.

Jacobus D.T. Stofberg has been the Chief Executive Officer and a director
of the Issuer since September 1998. Mr. Stofberg has been the managing director
of MIH Holdings since September 1997 and, as one of the original members of the
MIH Holdings management team, has also held a variety of positions within the
MIH Holdings group of companies, including that of Chief Operating Officer
since 1985. Mr. Stofberg currently serves as a director of M-Net Ltd., M-Cell,
M-Web and SSIH. Before joining the Issuer in September 1998, Mr. Stofberg was a
director of NetHold, the Issuer's previous joint venture, and held a variety of
directorships within the NetHold group of companies. In addition, Mr. Stofberg
has previously served as a director of MultiChoice Africa and NetMed.

Jacobus P. Bekker has been a director of the Issuer since September 1998.
Mr. Bekker and Mr. Stofberg founded MIH Holdings in 1985 and has held a variety
of positions within the MIH Holdings group of companies since that time. Mr.
Bekker was CEO of MIH Holdings until 1997, when he became the managing director
of Naspers. He is also currently the Chairman of the Board of Directors of
M-Web, and a director of MIH Holdings, SSIH, M-Net Ltd., MTN and M-Cell. Mr.
Bekker is also a director of a number of South African print media companies
and served as a director of NetHold from September 1995 to April 1997.

Vaughan G. Bray has been a director of the Issuer since August 1993. Mr.
Bray joined Johnnic in 1960, specializing in investment and finance, and was
appointed to the position of Finance Director in 1984. Since 1995, he has also
been the Chief Executive Officer of Johnnic. In addition, Mr. Bray is a
director of MIH Holdings, M-Net Ltd. and M-Cell and the Chairman of the Board
of Directors of Omni Media Corporation Limited.

Johannes H. W. Hawinkels has been the Chief Executive Officer of MIH Asia
Limited and a director of the Issuer since July 1997 and September 1998,
respectively. Mr. Hawinkels has held a variety of positions within the MIH
Holdings group of companies since 1993. Mr. Hawinkels also currently serves as
a director of certain of the Issuer's joint ventures in the Middle East and
Egypt. In addition, Mr. Hawinkels was the Chief Executive Officer

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<PAGE>

of MultiChoice Africa from August 1993 to August 1997. Mr. Hawinkels has also
previously served as a director of MultiChoice Africa. Mr. Hawinkels was
previously a director of a leisure company involved in film distribution and
exhibition, fast food franchising, sports goods retail and wholesale and film
production.

Stephen G. Oldfield has been the Chief Executive Officer of Mindport and
director of the Issuer since September 1997 and September 1998, respectively.
Mr. Oldfield has held a variety of positions within the MIH Holdings group of
companies since 1986. Mr. Oldfield has been a director of both NetMed and
OpenTV since April 1998. Mr. Oldfield was also Chief Executive Officer of
NetMed from 1994 to 1997.

Stephan J.Z. Pacak has been a director of the Issuer since March 1996. Mr.
Pacak was the Chief Financial Officer of MIH Holdings from November 1993 to
January 1998 and has held a variety of executive positions within the MIH
Holdings group of companies. In addition to being a director of MIH Holdings,
Mr. Pacak is also a director of Naspers, M-Net Ltd., M-Web, SSIH and a number
of South African print media companies and is the chief executive officer of
M-Cell. Mr. Pacak also previously served as a director of MultiChoice Africa.

Lesley R. Penfold has been the Chief Financial Officer and a director of
the Issuer since March 1998. Mr. Penfold has been the Chief Financial Officer
and an alternate director of MIH Holdings since January 1998 and February 1998,
respectively. Mr. Penfold also currently serves as a director of NetMed,
MultiChoice Africa, M-Web and M-Net Ltd. and SSIH as an alternate. Mr. Penfold
worked in the corporate finance departments of Investec Bank Ltd. and Standard
Merchant Bank Limited from May 1994 to January 1998 and from May 1993 to May
1994, respectively. From 1981 to 1993, Mr. Penfold held a number of positions
at Deloitte & Touche in the corporate finance and audit departments.

Allan M. Rosenzweig has been the Group Director--Corporate Finance of the
Issuer since February 1996 and a director of the Issuer since October 1997. Mr.
Rosenzweig currently serves as a director of M-Web, Mindport and OpenTV. Before
joining the Issuer in 1996, Mr. Rosenzweig was the Director of Corporate
Finance of NetHold. In addition, Mr. Rosenzweig was previously the managing
director of Intertax (Pty) Ltd., an international tax consultancy firm. He also
serves on the boards of other publicly quoted companies like United Services
Technologies Limited and Brait S.A.

Sheryl A. Raine has been the Chief Executive Officer of NetMed since
October 1997. Ms. Raine has also been a director of NetMed since March 1998. In
addition, Ms. Raine previously served as the director of channels of M-Net Ltd.
from 1991 to 1995 and as the managing director of NetHold Electronic Media from
November 1995 until April 1997.

J. James Volkwyn has been the Chief Executive Officer of MultiChoice
Africa since September 1997. Mr. Volkwyn also currently serves as a director of
MultiChoice Africa and MultiChoice Middle East. Mr. Volkwyn was the chief
operations officer (excluding South African operations) and finance manager of
MultiChoice Africa from January 1996 to September 1997, and finance manager of
MultiChoice Africa from January 1993 to December 1995.

The business address of the Company's directors and officers is the
Company's registered office: Abbot Building, Mount Street, Tortola, Road Town,
British Virgin Islands.

Board Committees

The Issuer's Board of Directors has a Compensation Committee and an Audit
Committee. The Compensation Committee, which comprises Messrs. Bekker and
Pacak, establishes salaries, incentives and other forms of compensation for
executive officers and administers incentive compensation and benefit plans
provided for employees. The Audit Committee, which comprises Messrs. Bekker,
Bray and Pacak, reviews the Issuer's audit policies and oversees the engagement
of the Issuer's independent auditors.

Compensation of Directors and Officers

The aggregate salary compensation to be paid by the Issuer and its
subsidiaries to the named directors and officers as a group for services
rendered during the fiscal year ending March 31, 1999 will be approximately
$1,600,000. The maximum aggregate bonus compensation to be paid by the Issuer
and its subsidiaries to the named directors and officers as a group for
services rendered during the fiscal year ending March 31, 1999 will be
approximately $900,000.

The aggregate amount to be set aside by the Issuer and its subsidiaries to
provide pension, retirement and similar benefits to the named directors and
officers as a group for services rendered during the fiscal year ending March
31, 1999 will be approximately $280,000.

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<PAGE>

Options to Purchase Securities

On September 10, 1998 and November 11, 1998, the Compensation Committee of
the Board of Directors determined it would award options to purchase 934,209
and 15,931, respectively, of the Issuer's Class A Ordinary Shares (after giving
effect to stock splits) to directors and members of management under the MIH
Limited Share Scheme. On April 1, 1999, the Company granted these options. The
exercise price of the options is $10.57, which represents the estimated fair
value of the shares on September 10, 1998.

Share Scheme

Pursuant to the Deed constituting the MIH Limited Share Trust (the
"Deed"), dated March 25, 1999, the Issuer has established the MIH Limited Share
Scheme (the "Share Scheme") and appointed trustees (the "Trustees") to
administer the Share Scheme. The Share Scheme is intended to provide an
incentive to the Company's employees, by giving them an opportunity to acquire
Class A Ordinary Shares of the Issuer, to remain in the Company's employment
and to promote the Company's continued growth. The following summary does not
purport to be complete and is subject to, and qualified in its entirety by, the
Deed, which has been filed as an exhibit to the Registration Statement of which
this Prospectus forms a part and is incorporated herein by reference.

The Issuer may allocate to the MIH Limited Share Trust (the "Trust") a
number of Class A Ordinary Shares which represent, in aggregate, no more than
10% of the total number of Ordinary Shares. Class A Ordinary Shares which are
allotted to the Trust for the purpose of the Share Scheme become "Scheme
Shares" and an amount equal to the total consideration payable in respect of
the Scheme Shares is advanced to the Trust by the Issuer as an interest free
loan.

Under the Share Scheme, the Trustees may offer or grant options in respect
of Scheme Shares to selected employees at a price set by the Trustees. The
employees are selected and the number of shares are determined by the Trustees
after consultation with the Compensation Committee. The aggregate number of
Scheme Shares which can be made available to any one employee under the Share
Scheme is not permitted to exceed approximately 1% of total number of Ordinary
Shares issued and outstanding.

Each offer sets forth the terms on which it may be accepted. The time
period for acceptance is usually within 14 days from the date of the offer, and
the maximum period which may be allowed for the payment of the purchase price
is 5 years and 105 days from the effective date of the offer. Under the Share
Scheme, the purchase price is payable in three equal installments which may not
be paid before the third, fourth and fifth anniversaries, respectively, of the
date on which the offer was made. The Trustees may, however, in their
discretion allow earlier payment dates.

Similarly, each option sets out the terms on which it may be exercised.
The maximum period which may be allowed for the exercise of an option is 5
years and 105 days from the date the option was granted. However, options are
generally exercisable immediately on (or within a short period after) the date
on which they were granted. The implementation of the resulting contract (being
the payment of the purchase price against delivery) takes place in three phases
which may not be effected before the third, fourth and fifth anniversaries,
respectively, of the grant date. The Trustees may, however, in their discretion
allow earlier implementation.

Accordingly, unless the Trustees permit otherwise, Scheme Shares are only
transferred to employees in three equal tranches on the third, fourth and fifth
anniversaries of the date of the offer or grant of the option, as the case may
be.

The directors of the Issuer may amend the provisions of the Share Scheme;
however, any amendments which would adversely affect an employee's rights under
any offers which have been made or options which have been granted, would
require the consent of the affected employee.

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<PAGE>

CERTAIN TRANSACTIONS

Channel Distribution Arrangements

Pursuant to channel distribution agreements (the "M-Net Channel
Distribution Agreements") between MultiChoice Africa and M-Net Ltd., the
Company has the right to distribute by analog and digital distribution systems,
and to license the reception by terrestrial analog and digital satellite
distribution systems of, the M-Net channels. M-Net Ltd. provides the M-Net and
Movie Magic channels and has the exclusive rights to the South African and
Sub-Saharan pay-television broadcast of movies from major movie studios,
including Disney, Warner Brothers, Columbia Tristar/Sony, Fox, MCA/Universal,
Paramount, MGM and DreamWorks. The M-Net Channel Distribution Agreements expire
in 2005 (digital) and 2002 (analog). Pursuant to the M-Net Channel Distribution
Agreements, MultiChoice Africa pays M-Net Ltd. fees based on subscriber
numbers. During the fiscal year ended March 31, 1998, these amounts totaled
approximately ZAR 346 million ($73.0 million) .

The Company, through the M-Net Channel Distribution Agreements, also has
the right to distribute the sports channels which are produced by SSIH. SSIH
has obtained the exclusive rights to broadcast the South African cricket and
rugby leagues along with major international cricket and rugby events, two of
the most popular sports in South Africa. Pursuant to the M-Net Channel
Distribution Agreements, MultiChoice Africa pays SSIH fees based on subscriber
numbers. During the fiscal year ended March 31, 1998 these amounts totaled
approximately ZAR 284 million ($60.0 million).

Transmission Arrangements

The Company, through certain of its subsidiaries and joint ventures, has
various arrangements (the "Orbicom Arrangements") with Orbicom, pursuant to
which MIH Limited's subsidiaries receive certain rights and services, including
transponder leasing (C-band and Ku-band capacity), terrestrial and satellite
signal distribution, maintenance of transmitter networks and backhaul and
uplink services. The Orbicom Arrangements expire at various times. Pursuant to
the Orbicom Arrangements, the Company pays Orbicom fixed monthly fees for
leasing arrangements and variable fees for maintenance services. During the
fiscal year ended March 31, 1998, these amounts totaled approximately $23.9
million.

The M-Net Channel Distribution Agreements and the Orbicom Arrangements
were negotiated on an arms-length basis and, the Company believes, on terms no
less favorable than the Company could have received from independent third
parties.

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<PAGE>

SECURITY OWNERSHIP

The table below sets forth, after giving effect to the Offerings and the
Thomson Conversion, certain information with respect to the ownership of each
class of voting securities of the Issuer by (i) each person who is known by the
Company to be the owner of more than 5% of any class or series of voting
securities of the Issuer and (ii) all directors and executive officers as a
group. See "Risk Factors--Shareholder Control".

<TABLE>
<CAPTION>
Identity of
Person or Group Class A Ordinary Shares Class B Ordinary Shares
- ------------------------------------------ ------------------------------- ------------------------------
Number Percent of Class Number Percent of Class
------------ ------------------ ------------ -----------------
<S> <C> <C> <C> <C>
MIH (BVI) Limited ........................ 0 0% 30,787,319 100%
Johnnic (IOM) Limited .................... 4,194,459 22.0 0 0
SuperSport International Holdings Limited 3,253,222 17.0 0 0
Thomson Consumer Electronics, Inc. ....... 2,581,775 13.5 0 0
Directors and officers as a group(1) ..... 0 0 0 0
</TABLE>

- ----------------
(1) Excludes options to purchase Class A Ordinary Shares. See
"Management--Options to Purchase Securities."

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<PAGE>

DESCRIPTION OF CAPITAL STOCK

General

The following summary of certain provisions of the Issuer's capital stock
does not purport to be complete and is subject to, and qualified in its
entirety by, the provisions of the Memorandum and Articles, which are included
as exhibits to the Registration Statement of which this Prospectus is a part,
and by the provisions of applicable British Virgin Islands law.

The Memorandum and Articles authorize the issuance of up to (i)
103,468,878 Class A Ordinary Shares, (ii) 55,920,509 Class B Ordinary Shares
and (iii) 8,388,916 Preference Shares (the "Preferred Stock" and, together with
the Class A and Class B Ordinary Shares, the "Capital Stock").

The Class A Ordinary Shares offered herewith have been approved for
listing on the Nasdaq and on the Amsterdam Stock Exchange under the symbol
"MIHL". The transfer agent and registrar for the Class A Ordinary Shares is
First Chicago Trust Company of New York, and the paying agent in the
Netherlands is MeesPierson N.V.

The Issuer intends to apply to The Depository Trust Company ("DTC"),
Euroclear and Cedel Bank S.A. ("Cedel") for acceptance of the Class A Ordinary
Shares in their respective book-entry settlement systems. Initial settlement of
the Class A Ordinary Shares will take place on the closing date through DTC,
Euroclear and Cedel in accordance with their respective customary settlement
procedures for equity securities. Each person owning a beneficial interest in
Class A Ordinary Shares held through DTC, Euroclear or Cedel, as the case may
be, must rely on the procedures thereof and on institutions that have accounts
therewith to exercise any rights of a holder of Class A Ordinary Shares.
Persons wishing to obtain certificates of their Class A Ordinary Shares must
make arrangements with DTC, Euroclear or Cedel, respectively.

MIH Limited was incorporated on July 26, 1991 in the British Virgin
Islands under IBC No. 47572. Its founding statutes do not prescribe any time
period for its existence.

Trading through ASAS

Trading in Class A Ordinary Shares on the Amsterdam Stock Exchange will
take place through the Amsterdam Security Account System ("ASAS"), developed to
enable the listing on the Amsterdam Stock Exchange of registered shares of
non-Dutch companies. Under ASAS, the owner of Class A Ordinary Shares is
Nominee Amsterdam Stock Exchange N.V. ("Nominee"), a wholly-owned subsidiary of
the Amsterdam Stock Exchange, which acts exclusively as a depositary company.
Nominee maintains accounts on behalf of ASAS participants. The number of Class
A Ordinary Shares that each participant is entitled to is booked to the
participant's account, but Nominee will only credit the accounts of ASAS
participants when the Class A Ordinary Shares are deposited in its name or on
its behalf with a custodian. ASAS participants have a claim against Nominee for
delivery of Class A Ordinary Shares credited to their account. Class A Ordinary
Shares to which an investor is entitled are credited to that investor's account
with an ASAS participant, and that investor will have a claim for delivery
against the participant. Transfers of Class A Ordinary Shares are effected
through book-entries.

Payments by the Issuer in respect of Class A Ordinary Shares in ASAS are
made through that system. Shareholder notices are not sent directly to
investors holding Class A Ordinary Shares through ASAS. Instead, notices will
be published in the Daily Official List (Officiele Prijscourant) of the
Amsterdam Stock Exchange and in at least one Netherlands newspaper, indicating,
when applicable, where shareholders can obtain copies of any documents referred
to in the notice.

The above is only a summary of ASAS. Investors should consult their
professional advisors if they require more information or if they have any
questions about ASAS.

Class A Ordinary Shares and Class B Ordinary Shares

Voting. The holders of the Class A Ordinary Shares and the Class B
Ordinary Shares (collectively the "Ordinary Shares") will generally be entitled
to vote as a single class on all matters upon which holders of Ordinary Shares
have a right to vote, subject to the requirements of any applicable laws. Each
Class A Ordinary Share entitles its holder to one vote, and each Class B
Ordinary Share entitles its holder to three votes. Unless otherwise required by
law, and so long as their rights would not be adversely affected, the holders
of the Class A Ordinary Shares and the Class B Ordinary Shares will not be
entitled to vote on any amendment to the Memorandum and Articles that relates
solely to the terms of one or more outstanding series of Preferred Stock.

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<PAGE>

Dividends and Other Distributions. Subject to the preferential and other
dividend rights of any outstanding series of Preferred Stock, the holders of
the Class A Ordinary Shares and the Class B Ordinary Shares will be entitled to
equal dividends per share when, as and if declared by the Board of Directors,
except that all dividends payable in Ordinary Shares will be paid in the form
of Class A Ordinary Shares to holders of Class A Ordinary Shares and in the
form of Class B Ordinary Shares to holders of Class B Ordinary Shares. Neither
the Class A Ordinary Shares nor the Class B Ordinary Shares may be split,
divided or combined unless the other class is proportionally split, divided or
combined.

According to the Articles, all dividends that remain unclaimed for a
period of three years after their declaration may be forfeited by the Board of
Directors for the benefit of the Company.

In the event of a liquidation or winding up of the Issuer, the holders of
the Class A Ordinary Shares and the Class B Ordinary Shares will be treated
equally on a per share basis and will be entitled to receive all of the
remaining assets of the Issuer following distribution of the preferential
and/or other amounts to be distributed to the holders of Preferred Stock.

Issuance of Class B Ordinary Shares, Options, Rights or Warrants. Subject
to certain provisions regarding dividends and other distributions described
above, the Issuer will not be entitled to issue additional shares of Class B
Ordinary Shares or issue options, rights or warrants to subscribe for
additional shares of Class B Ordinary Shares, except that the Issuer may make a
pro rata offer to all holders of Ordinary Shares of rights to purchase
additional shares of the class of Ordinary Shares held by them. The Class A
Ordinary Shares and the Class B Ordinary Shares will be treated equally with
respect to any offer by the Issuer to holders of Ordinary Shares of options,
rights or warrants to subscribe for any other Capital Stock of the Issuer.

Merger. In the event of a merger, the holders of the Class A Ordinary
Shares and the Class B Ordinary Shares will be entitled to receive the same per
share consideration, if any, except that if such consideration includes voting
securities (or the right to acquire voting securities or securities
exchangeable for or convertible into voting securities), the Issuer may (but is
not required to) provide for the holders of Class B Ordinary Shares to receive
voting securities (or rights to acquire voting securities) entitling them to
three times the number of votes per share as the voting securities (or rights
to acquire voting securities) being received by holders of the Class A Ordinary
Shares.

Conversion of Class B Ordinary Shares. Each Class B Ordinary Share will be
convertible at any time, at the option of the holder thereof, into a Class A
Ordinary Share on a share-for-share basis. Each Class B Ordinary Share shall
automatically convert into a Class A Ordinary Share on a share-for-share basis
(i) upon transfer of a Class B Ordinary Share to a person or entity which is
not an Initial Holder or a Permitted Transferee (as defined below); (ii) on the
date on which the number of shares of Class B Ordinary Shares then outstanding
is less than 10% of the then outstanding Ordinary Shares (without regard to
voting rights); (iii) at any time when the Board of Directors and the holders
of a majority of the outstanding Class B Ordinary Shares approve the conversion
of all of the Class B Ordinary Shares into Class A Ordinary Shares; and (iv) if
the Board of Directors, in its sole discretion, elects to effect a conversion
after a determination that there has been a material adverse change in the
liquidity, marketability or market value of the Class A Ordinary Shares,
considered in the aggregate, due to (x) the exclusion of the Class A Ordinary
Shares from trading on a national securities exchange or the exclusion of the
Class A Ordinary Shares from quotation on the Nasdaq or any other similar
market quotation system then in use; or (y) requirements under any applicable
law, in each of cases (x) and (y), as a result of the existence of the Class B
Ordinary Shares.

In the event of a transaction where the Class A Ordinary Shares are
converted into or exchanged for one or more other securities, cash or other
property (a "Class A Conversion Event"), a holder of Class B Ordinary Shares
thereafter will be entitled to receive, upon the conversion of such Class B
Ordinary Shares, the amount of such securities, cash and other property that
such holder would have received if the conversion of such Class B Ordinary
Shares had occurred immediately prior to the record date or effective date, as
the case may be, of the Class A Conversion Event.

"Affiliate" means, in relation to any specified person or entity, any
other person or entity which directly or indirectly controls, is controlled by
or is under common control with, such specified person or entity.

"Initial Holders" means the original beneficial owners of the Class B
Ordinary Shares.

"Permitted Transferee" means any Affiliate of an Initial Holder.

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<PAGE>

Preemptive Rights. The holders of Ordinary Shares will not have any
preemptive rights with respect to any outstanding or newly issued capital stock
of the Issuer.

Preferred Stock

Pursuant to the Memorandum and Articles, the Issuer may issue shares of
Preferred Stock in one or more series.

The Board of Directors has the authority, without any vote or action by
the shareholders, to create one or more series of Preferred Stock up to the
limit of the Issuer's authorized but unissued shares of Preferred Stock and to
fix the number of shares constituting such series and the designation of such
series, the voting powers (if any) of the shares of such series and the
relative, participating, optional or other rights (if any), and any
qualifications, preferences, limitations or restrictions thereof, including,
without limitation, the dividend rate (and whether dividends are cumulative),
conversion rights, rights and terms of redemption (including sinking fund
provisions), and redemption price and liquidation preferences, and to increase
or decrease the number of shares of any series subsequent to the issue of
shares of that series, but not below the number of shares of such series then
outstanding. Upon the completion of the Offerings, there will be no shares of
Preferred Stock outstanding. See "--Certain Anti-Takeover Matters--Blank Check
Preferred Stock".

Limitation of Liability

The Articles provide that, to the fullest extent permitted by British
Virgin Islands law or any other applicable laws, directors of the Issuer will
not be personally liable to the Issuer or its shareholders for any acts or
omissions in the performance of their duties. Such limitation of liability does
not affect the availability of equitable remedies such as injunctive relief or
rescission. These provisions will not limit the liability of directors under
United States federal securities laws.

Certain Anti-Takeover Matters

Memorandum and Articles Provisions. The Memorandum and Articles include a
number of provisions that may have the effect of encouraging persons
considering unsolicited tender offers or other unilateral takeover proposals to
negotiate with the Board of Directors rather than pursue non-negotiated
takeover attempts. These provisions include a dual class voting stock, a
classified Board of Directors, the inability of shareholders to act by written
consent, the inability of the shareholders to call a special meeting of the
shareholders, an advance notice requirement for director nominations and other
actions to be taken at annual meetings of shareholders, the requirements for
approval by 662/3% of the shareholder votes to amend certain provisions of the
Memorandum and Articles, removal of a director only for cause and the
availability of authorized but unissued blank check Preferred Stock.

Dual Class Voting Stock. The Class B Ordinary Shares are entitled to three
votes per share and Class A Ordinary Shares are entitled to one vote per share.
Therefore, after the Offerings and the Thomson Conversion, the Class B Ordinary
Shares will represent 82.9% of the voting power of all Ordinary Shares even
though they represent 61.7% of the economic interests thereof. Since MIH
Holdings, though MIH (BVI) Limited, owns all of the Class B Ordinary Shares, it
currently has effective control over any proposals to acquire the Issuer,
rendering futile any attempts to pursue unsolicited tender offers or takeover
attempts without negotiation with MIH Holdings.

Classified Board of Directors. The Articles establish a classified Board
of Directors. The Board of Directors is divided into three classes of
approximately equal size with terms expiring in 2000 (Class I), 2001 (Class II)
and 2002 (Class III). Thereafter, subject to the right of holders of any series
of Preferred Stock to elect directors, shareholders will elect one class
constituting approximately one-third of the Board for a three-year term at each
annual meeting of shareholders. See "Management." As a result, at least two
annual meetings of shareholders will be required for the shareholders to change
a majority of the Board of Directors. The classification of directors will
effectively make it more difficult to change the composition of the Board of
Directors.

No Shareholder Action by Written Consent; Special Meetings Callable Only
by Board. The Articles prohibit shareholders from taking action by written
consent in lieu of an annual or special meeting, and, thus, shareholders may
take action only at an annual or special meeting called in accordance with the
Articles. The Articles provide that special meetings of shareholders may only
be called by the direction of the Board of Directors pursuant to a resolution
adopted by the Board of Directors or by the chief executive officer of the
Company. These provisions could have the effect of delaying consideration of a
shareholder proposal until the next annual meeting. The

69
<PAGE>

provisions would also prevent the holders of a majority of the voting power of
the Ordinary Shares of the Issuer entitled to vote from unilaterally using the
written consent procedure to take shareholder action.

Advance Notice Requirement. The Articles set forth advance notice
procedures with regard to shareholder proposals relating to the nomination of
candidates for election as directors or new business to be presented at
meetings of shareholders. These procedures provide that notice of such
shareholder proposals must be timely given in writing to the Secretary of the
Issuer prior to the meeting at which the action is to be taken. Generally, to
be timely, notice must be received at the principal executive offices of the
Issuer not less than 30 days nor more than 60 days prior to the meeting. The
advance notice requirement does not give the Board of Directors any power to
approve or disapprove shareholder director nominations or proposals but may
have the effect of precluding the consideration of certain business at a
meeting if the proper notice procedures are not followed.

Amendment of Memorandum and Articles. The Memorandum requires the
affirmative vote of at least 662/3% of the voting power of all outstanding
shares of Capital Stock entitled to vote to amend or repeal certain provisions
of the Memorandum and Articles, including those described in this section under
"Certain Anti-Takeover Matters", or to approve any merger of the Issuer which
would have the effect of making changes in the Memorandum or Articles which
would have required such affirmative vote if effected directly as an amendment.
This requirement will render more difficult the dilution of the anti-takeover
effects of the Memorandum and Articles.

Removal of Directors Only for Cause. The Articles permit shareholders to
remove directors only for cause and only by the affirmative vote of the holders
of a majority of the voting power of the Ordinary Shares. This provision may
restrict the ability of a third party to remove incumbent directors and
simultaneously gain control of the Board of Directors by filling the vacancies
created by removal with its own nominees.

Blank Check Preferred Stock. The Memorandum provides for authorized shares
of Preferred Stock, none of which has been issued. The existence of authorized
but unissued Preferred Stock may enable the Board of Directors to render more
difficult or discourage an attempt to obtain control of the Issuer by means of
a merger, tender offer, proxy contest or otherwise. For example, if in the due
exercise of its fiduciary obligations, the Board of Directors were to determine
that a takeover proposal is not in the Issuer's best interests, the Board of
Directors could cause shares of Preferred Stock to be issued without
shareholder approval in one or more private offerings or other transactions
that might dilute the voting or other rights of the proposed acquirer or
insurgent shareholder or shareholder group. In this regard, the Memorandum
grants the Board of Directors broad power to establish the rights and
preferences of authorized and unissued Preferred Stock. The issuance of shares
of Preferred Stock pursuant to the Board of Directors' authority described
above could decrease the amount of earnings and assets available for
distribution to holders of Ordinary Shares and adversely affect the enjoyment
of rights of such holders, including voting rights in the event a particular
series of Preferred Stock is given a disproportionately large number of votes
per share, and may have the effect of delaying, deferring or preventing a
change in control of the Issuer that may be favored by certain shareholders.

Authorized and Issued Share Capital

The following table sets forth historical information about the Issuer's
authorized and issued share capital. Significant changes (including the
division of Ordinary Shares into Class A and Class B Ordinary Shares) were made
to the share capital of the Company between March 31, 1998 and the date of this
Prospectus.

<TABLE>
<CAPTION>
Mar. 31, Mar. 31, Mar. 31,
1998 1997 1996
----------------------- ----------------------- ------------------------
Authorized Issued Authorized Issued Authorized Issued
------------ -------- ------------ -------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Non-Voting Ordinary Shares
$1.00 par value 10 10 10 10 10 10
Voting Ordinary Shares
$1.00 par value 49,990 22,789 49,990 22,789 49,990 22,789
</TABLE>

70
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon consummation of the Offerings and the Thomson Conversion, the Issuer
will have 19,104,456 Class A Ordinary Shares outstanding (20,464,456 Class A
Ordinary Shares if the Underwriters' over-allotment options are exercised in
full) and 30,787,319 Class B Ordinary Shares outstanding. Of these shares, the
9,075,000 Class A Ordinary Shares sold by the Issuer in the Offerings
(10,435,000 Class A Ordinary Shares if the Underwriters' over-allotment options
are exercised in full) will be freely tradable without restriction or further
registration under the Securities Act, unless held by an "affiliate" of the
Issuer (as that term is defined under the Securities Act and the regulations
promulgated thereunder). The remaining 10,029,456 Class A Ordinary Shares
outstanding (the "Unregistered Shares"), including those issued in the Thomson
Conversion, were issued or sold without registration under the Securities Act
in reliance on Regulation S and may not be resold except in compliance with the
registration requirements of the Securities Act or pursuant to an exemption
therefrom, including the exemptions provided by Regulation S and Rule 144.

Unregistered Shares held by non-affiliates of the Issuer other than
Thomson (7,447,681 shares) generally can be resold in the United States or to
U.S. persons without registration under the Securities Act at any time, subject
only to the laws of any other applicable jurisdictions. Unregistered Shares
held by affiliates of the Issuer (30,787,319 shares) generally can be resold in
the United States or to U.S. persons beginning 90 days after the date of this
prospectus without registration under the Securities Act, subject only to the
volume and manner of sale requirements of Rule 144 and the laws of any other
applicable jurisdictions.

Unregistered shares held by Thomson (2,581,775 shares) generally can be
resold in the United States without registration under the Securities Act
beginning one year after the date of this prospectus, subject to the volume and
manner of sale restrictions of Rule 144 and the rules of any other applicable
jurisdictions, and beginning two years after the date of this prospectus, may
be sold freely, subject only to the laws of any other applicable jurisdiction.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) is entitled to sell within any three-month period
a number of shares that does not exceed the greater of (i) 1% of the then
outstanding Class A Ordinary Shares or (ii) the average weekly trading volume
of the outstanding Class A Ordinary Shares during the four calendar weeks
preceding such sale.

Except for the issuance by the Issuer of options under the Stock Option
Plan, the Issuer and its directors, executive officers and existing
shareholders have agreed not to, directly or indirectly, (i) sell, grant any
option to purchase or otherwise transfer or dispose of any Ordinary Shares or
securities convertible into or exchangeable or exercisable for Ordinary Shares
or file a registration statement under the Securities Act with respect to the
same or (ii) enter into any swap or other agreement or transaction that
transfers, in whole or in part, the economic consequence of ownership of the
Ordinary Shares (each a "disposal"), without the prior written consent of
Merrill Lynch for a period of 180 days after the date of this prospectus.

MIH (BVI) Limited, SSIH, Johnnic and Thomson have agreed not to, directly
or indirectly, dispose of any Ordinary Shares without the consent of Merrill
Lynch for a period of 180 days after the date of this prospectus. Furthermore,
these parties have agreed to substantial restrictions on their ability to
dispose of shares during the period between 180 days and one year after the
date of this prospectus.

In addition, MIH (BVI) Limited, SSIH and Johnnic, constituting all of the
shareholders of the Issuer that individually hold more than 5% of the Ordinary
Shares outstanding, have agreed (in accordance with the rules for admission to
listing on the Amsterdam Stock Exchange of issuers with less than three
financial years' net profit) that they will not, for a maximum period of three
years after the date of such admission, dispose of Ordinary Shares that total,
in the aggregate, more than 50% (as long as not more than one of the financial
years of the Issuer has closed with a net profit) or more than 75% (if and when
two financial years of the Issues have closed with a net profit) of the number
of Ordinary Shares currently outstanding for a maximum period of three years
after the date of admission of the Ordinary Shares to listing on the Amsterdam
Stock Exchange, except (i) to each other or to professional investors, provided
they agree to be bound by the same restrictions on the disposal of the Ordinary
Shares being transferred as the transferor, and (ii) on certain conditions, by
a registered public offering occurring at least one year after the date of
admission of the Ordinary Shares to listing on the Amsterdam Stock Exchange.
The directors of the Issuer (to whom the above rules would apply if they held
shares in the Issuer as of the date of this prospectus) have not entered into
similar undertakings as described above, since none of them, directly or

71
<PAGE>

indirectly, holds or has any ownership interest in or control over the disposal
of Ordinary Shares currently outstanding.

Options to purchase 950,140 Class A Ordinary Shares are outstanding under
the Share Scheme. All such shares are immediately exercisable, subject to
deferred delivery from three to five years after issuance of the option. An
additional 2,049,860 shares will remain available for future option grants
under the Share Scheme. The Company intends to file a registration statement
under the Securities Act after consummation of the Offerings to register for
resale under the Securities Act all of the 3,000,000 Class A Ordinary Shares
issued or reserved for issuance under the Share Scheme. Such registration
statement will become effective automatically upon filing. Shares issued under
the Share Scheme after the registration statement is filed may thereafter be
sold in the open market, subject, in the case of the various holders, to the
Rule 144 volume limitations or prospectus delivery requirements applicable to
affiliates and any transfer restrictions imposed on the date of grant or
otherwise.

Prior to the Offerings, there has been no public market for the Class A
Ordinary Shares. No predictions can be made of the effect, if any, that future
sales of Ordinary Shares, options to acquire Ordinary Shares or the
availability of shares for future sale will have on the market price prevailing
from time to time. Sales of substantial amounts of Ordinary Shares in the
public market, or the perception that such sales may occur, could have a
material adverse effect on the market price of the Class A Ordinary Shares. See
"Risk Factors--Shares Eligible for Future Sale", "--Immediate and Substantial
Dilution" and "--No Prior Public Market; Possible Volatility of Stock Price".

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<PAGE>

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following summary discusses the material U.S. federal income tax
consequences to a shareholder of owning and disposing of Ordinary Shares. This
discussion is based upon the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury regulations promulgated thereunder, administrative rulings
and judicial decisions currently in effect, all of which are subject to change,
possibly with retroactive effect. The discussion assumes that shareholders hold
their Ordinary Shares as capital assets within the meaning of Section 1221 of
the Code. Further, the discussion does not address all aspects of U.S. federal
income taxation that may be relevant to a particular shareholder in light of
his or her personal investment circumstances or to shareholders subject to
special treatment under U.S. federal income tax laws such as insurance
companies, tax-exempt organizations, dealers in securities or foreign currency,
banks, thrifts, persons that hold their Ordinary Shares as part of a straddle,
a hedge against currency risk, a constructive sale or conversion transaction or
other integrated investment, persons that have a functional currency other than
the U.S. dollar, investors in pass-through entities, shareholders who acquired
their Ordinary Shares through the exercise of options or otherwise as
compensation or through a tax-qualified retirement plan, holders of options and
performance share units granted under any MIH Limited benefit plan or persons
that own, directly or indirectly, at least 10% of the total combined voting
power of MIH Limited. Furthermore, this discussion does not consider the
potential effects of any state, local or foreign tax laws.

MIH Limited has not requested a ruling from the Internal Revenue Service
(the "IRS") with respect to any of the U.S. federal income tax consequences of
owning and disposing of Ordinary Shares and, as a result, there can be no
assurance that the IRS will not disagree with or challenge any of the
conclusions set forth herein.

For purposes of this discussion: (a) "U.S. Holder" means (i) a citizen or
resident of the United States, (ii) a corporation or other entity taxable as a
corporation created or organized under the laws of the United States or any
political subdivision thereof or therein, (iii) an estate the income of which
is includible in gross income for U.S. federal income tax purposes regardless
of its source, (iv) a trust if a court within the U.S. is able to exercise
primary supervision over the trust's administration and one or more U.S.
persons have the authority to control all its substantial decisions or (v) a
person whose worldwide income and gain is otherwise subject to U.S. federal
income taxation on a net income basis, and (b) "Non-U.S. Holder" means any
person that (i) is not a U.S. Holder, (ii) is not engaged in the active conduct
of a trade or business within the United States, and (iii) is not present in
the United States for 183 days or more during any taxable year.

U.S. Holders of Ordinary Shares

Distributions. Distributions by MIH Limited to a U.S. Holder of Ordinary
Shares will be taxable to such U.S. Holder as ordinary dividend income for U.S.
federal income tax purposes to the extent of MIH Limited's current and
accumulated earnings and profits, without reduction for any British Virgin
Islands income tax, if any, withheld from such distributions. Any British
Virgin Islands income tax so withheld may be credited, subject to certain
limitations, against the U.S. Holder's U.S. federal income tax liability or, if
the U.S. Holder so elects, may be deducted in computing the U.S. Holder's
taxable income for U.S. federal income tax purposes. Distributions in excess of
MIH Limited's current and accumulated earnings and profits will be treated as a
return of capital to the extent of the U.S. Holder's adjusted tax basis in his
or her Ordinary Shares, and thereafter as gain from the sale or exchange of
Ordinary Shares. Generally, dividends paid on shares of a foreign corporation
will not be eligible for the dividends received deduction provided to
corporations receiving dividends from certain U.S. corporations.

Dispositions. Generally, a U.S. Holder will recognize gain or loss upon
the sale or other taxable disposition of Ordinary Shares equal to the
difference, if any, between (i) the amount of cash plus the fair market value
of any property received, and (ii) the shareholder's adjusted tax basis in his
or her Ordinary Shares. Such gain or loss will constitute capital gain or loss
and will constitute long term capital gain or loss if the holder's holding
period is greater than 12 months as of the date of the sale or other taxable
disposition. For non-corporate holders, any such long-term capital gain
generally will be subject to tax at a maximum rate of 20%. The deductibility of
capital losses is subject to limitations.

Other Considerations. MIH Limited believes that it has not been and does
not expect to become a "passive foreign investment company" (a "PFIC"), a
"foreign personal holding company" (a "FPHC") or a "controlled foreign
corporation" (a "CFC").

If more than 50% of the voting power or value of MIH Limited stock were
owned (actually or constructively) by U.S. Holders who each owned (actually or
constructively) 10% or more of the voting power of MIH Limited

73
<PAGE>

stock ("10% Shareholders"), then MIH Limited would become a CFC and each 10%
Shareholder would be required to include in its taxable income as a
constructive dividend an amount equal to its share of certain undistributed
income of MIH Limited. If more than 50% of the voting power or value of MIH
Limited stock were owned (actually or constructively) by five or fewer
individuals who are citizens or residents of the United States and 60% or more
of MIH Limited's gross income (regardless of source) consisted of certain
interest, dividend or other enumerated types of income, MIH Limited would be a
FPHC. If MIH Limited were a FPHC, then each U.S. Holder (regardless of the
amount of MIH Limited stock owned by such U.S. Holder) would be required to
include in its taxable income as a constructive dividend its pro rata share of
MIH Limited's undistributed income of specified types.

If 75% or more of MIH Limited's annual gross income has ever consisted of,
or ever consists of, "passive" income or if 50% or more of the average value of
MIH Limited's assets in any year has ever consisted of, or ever consists of,
assets that produce, or are held for the production of, such "passive" income,
then MIH Limited would be or would become a PFIC. For these purposes, MIH
Limited will be treated as owning an allocable portion of the assets of, and
earning an allocable portion of the income of, any company of which MIH Limited
owns 25% or more of the stock (by value). MIH Limited believes that it has not
been and does not expect to become a PFIC.

If MIH Limited were to be or become a PFIC, then a U.S. Holder would be
required to pay an interest charge together with tax calculated at maximum tax
rates on certain "excess distributions" (defined to include gain on the sale of
stock) unless such U.S. Holder made an election either to (i) include in his or
her taxable income certain undistributed amounts of MIH Limited's income or
(ii) mark to market his or her Ordinary Shares at the end of each taxable year
as set forth in Section 1296 of the Code.

U.S. Holders of Ordinary Shares are urged to consult their own tax
advisers regarding the potential application of the rules described above to
their particular tax situations.

Non-U.S. Holders of Ordinary Shares

Distributions. Distributions by MIH Limited to a Non-U.S. Holder of
Ordinary Shares generally will not be subject to U.S. federal income tax,
including withholding tax, unless 25% or more of the gross income of MIH
Limited (from all sources for the three-year period ending with the taxable
year preceding the declaration of the dividend (the "Testing Period")) was
effectively connected with the conduct of a trade or business in the United
States by MIH Limited. MIH Limited does not anticipate that 25% or more of its
gross income will be effectively connected with its conduct of a trade or
business in the United States, and accordingly, MIH Limited anticipates that
dividends paid to Non-U.S. Holders will not be subject to withholding of U.S.
federal income tax.

Dispositions. Gain realized on a Non-U.S. Holder's sale or other taxable
disposition of Ordinary Shares generally will not be subject to U.S. federal
income tax, including withholding tax, unless (i) the gain is effectively
connected with such Non-U.S. Holder's conduct of a trade or business within the
United States, or (ii) in the case of a Non-U.S. Holder that is an individual,
the shareholder has been present in the United States for 183 days or more
during the taxable year of the sale or other taxable disposition and certain
other conditions are satisfied.

74
<PAGE>

UNDERWRITING

Subject to the terms and conditions set forth in a U.S. purchase agreement
(the "U.S. Purchase Agreement") among the Issuer and each of the underwriters
named below (the "U.S. Underwriters") and concurrently with the sale of Class A
Ordinary Shares to the International Managers (as defined below), the Issuer
has agreed to sell to each of the U.S. Underwriters, and each of the U.S.
Underwriters for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") and Donaldson, Lufkin & Jenrette Securities Corporation are
acting as representatives (the "U.S. Representatives"), has severally agreed to
purchase from the Issuer, the number of Class A Ordinary Shares set forth
opposite its name below.

<TABLE>
<CAPTION>
Number
of Class A
U.S. Underwriters Ordinary Shares
- ----------------- ---------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ......................................... 2,542,500
Donaldson, Lufkin & Jenrette Securities Corporation ......... 1,695,000
Deutsche Bank Securities Inc. ............................... 60,000
First Union Capital Markets Corp. ........................... 60,000
Jefferies & Company, Inc. ................................... 60,000
SG Cowen Securities Corporation ............................. 60,000
ScotiaMcleod Inc. ........................................... 60,000
---------
Total .................................................. 4,537,500
=========
</TABLE>

The Issuer has also entered into an international purchase agreement (the
"International Purchase Agreement" and, together with the U.S. Purchase
Agreement, the "Purchase Agreements") with certain underwriters outside the
United States and Canada (the "International Managers" and, together with the
U.S. Underwriters, the "Underwriters") for whom Merrill Lynch International,
DLJ International Securities and MeesPierson N.V. are acting as representatives
(the "International Representatives," and together with the U.S.
Representatives, the "Representatives"). Subject to the terms and conditions
set forth in the International Purchase Agreement, and concurrently with the
sale of 4,537,500 Class A Ordinary Shares to the U.S. Underwriters pursuant to
the U.S. Purchase Agreement, the Issuer has agreed to sell to the International
Managers, and the International Managers severally have agreed to purchase, an
aggregate of 4,537,500 Class A Ordinary Shares. The public offering price per
Class A Ordinary Share and the underwriting discount per Class A Ordinary Share
are identical under the U.S. Purchase Agreement and the International Purchase
Agreement.

In each Purchase Agreement, the several U.S. Underwriters and the several
International Managers, respectively have agreed, subject to the terms and
conditions set forth in such Purchase Agreement, to purchase all the Class A
Ordinary Shares offered in the U.S. Offering and the International Offering,
respectively, if any are purchased.

The Class A Ordinary Shares are offered by the several Underwriters,
subject to prior sale, when, as and if issued to and accepted by them, subject
to approval of certain legal matters by counsel for the Underwriters and
certain other conditions. The Underwriters reserve the right to withdraw,
cancel or modify such offer and to reject orders in whole or in part. In the
event of default by an Underwriter, the Purchase Agreement provides that, in
certain circumstances, purchase commitments of the nondefaulting Underwriters
may be increased or the Purchase Agreement may be terminated. The sale of Class
A Ordinary Shares to the U.S. Underwriters is conditioned upon the sale of
shares of Class A Ordinary Shares to the International Managers, and vice
versa.

The U.S. Underwriters and the International Managers have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") that provides for the
coordination of their activities. Pursuant to the Intersyndicate Agreement, the
U.S. Underwriters and the International Managers are permitted to sell Class A
Ordinary Shares to each other for purposes of resale at the public offering
price set forth on the cover page of this Prospectus, less an amount not
greater than the selling concession. Under the terms of the Intersyndicate
Agreement, the U.S. Underwriters and any dealer to whom they sell Class A
Ordinary Shares will not sell or offer to sell Class A Ordinary Shares to
persons who are non-U.S. or non-Canadian persons or to persons they believe
intend to resell to persons who are non-U.S. or non-Canadian persons, and the
International Managers and any dealer to whom they sell Class A Ordinary Shares
will not sell or offer to sell Class A Ordinary Shares to U.S. persons or
Canadian persons or to persons they believe intend to resell to U.S. persons or
Canadian persons, except, in each case, for transactions

75
<PAGE>

pursuant to the Intersyndicate Agreement. Any U.S. Underwriters and
International Managers who purchase from each other for the purpose of resale
will be deemed an "underwriter" under the Securities Act.

The U.S. Representatives have advised the Issuer that the U.S.
Underwriters propose initially to offer the Class A Ordinary Shares to the
public at the public offering price set forth on the cover page of this
Prospectus, and to certain dealers at such price less a concession not in
excess of $.756 per Class A Ordinary Share. After the Offerings, the public
offering price and concession may be changed.

The Issuer, its directors, executive officers and shareholders have
agreed, subject to certain exceptions, not to directly or indirectly (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for
the sale of, or otherwise dispose of or transfer any Ordinary Shares or any
securities convertible into or exchangeable or exercisable for any Ordinary
Shares or request the filing of any registration statement under the Securities
Act, with respect to any of the foregoing or (ii) enter into any swap or any
other agreement or any transaction that transfers, in whole or in part,
directly or indirectly, the economic consequence of ownership of Ordinary
Shares, whether any such swap transaction is to be settled by delivery of the
Ordinary Shares or other securities, in cash or otherwise without the prior
written consent of Merrill Lynch, on behalf of the Underwriters, for a period
of 180 days after the date of this Prospectus. Each of MIH (BVI) Limited, SSIH,
Johnnic and Thomson have also agreed to substantial restrictions on their
ability to dispose of shares during the period between 180 days and one year
after the date of this Prospectus.

The Issuer has granted an option to the U.S. Underwriters, exercisable for
30 days after the date of this Prospectus, to purchase up to an aggregate of
680,000 additional Class A Ordinary Shares at the public offering price set
forth on the cover page of this Prospectus, less the underwriting discount. The
U.S. Underwriters may exercise this option only to cover over-allotments, if
any, made on the sale of the Class A Ordinary Shares offered hereby. To the
extent that the U.S. Underwriters exercise this option, each U.S. Underwriter
will be obligated, subject to certain conditions, to purchase a number of
additional Class A Ordinary Shares proportionate to such U.S. Underwriter's
initial amount reflected in the foregoing table. The Issuer has also granted an
option to the International Managers, exercisable for 30 days after the date of
this Prospectus, to purchase up to an additional 680,000 Class A Ordinary
Shares to cover over-allotments, if any, on terms similar to those granted to
U.S. Underwriters.

The Issuer has agreed to indemnify the several U.S. Underwriters and the
International Managers against certain liabilities, including liabilities under
the Securities Act or to contribute to payments the Underwriters may be
required to make in respect thereof.

Until the distribution of the Class A Ordinary Shares is completed, rules
of the Securities and Exchange Commission may limit the ability of the U.S.
Underwriters and certain selling group members to bid for and purchase the
Class A Ordinary Shares. As an exception to these rules, the Representatives
are permitted to engage in certain transactions that stabilize the price of the
Class A Ordinary Shares. Such transactions consist of bids or purchases for the
purpose of pegging, fixing or maintaining the price of the Class A Ordinary
Shares.

If the Underwriters create a short position in the Class A Ordinary Shares
in connection with the Offerings, (i.e., if they sell more Class A Ordinary
Shares than are set forth on the cover page of this Prospectus), the U.S.
Representatives may reduce that short position by purchasing Class A Ordinary
Shares in the open market. The U.S. Representatives may also elect to reduce
any short position by exercising all or part of the over-allotment option
described above.

The U.S. Representatives may also impose a penalty bid on certain
Underwriters and selling group members. This means that if the U.S.
Representatives purchase Class A Ordinary Shares in the open market to reduce
the Underwriters' short position or to stabilize the price of the Class A
Ordinary Shares, they may reclaim the amount of the selling concession from the
Underwriters and selling group members who sold those shares as part of the
Offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of a security to the extent that it were
to discourage resales of the security before the distribution is completed.

Neither the Issuer nor any of the Underwriters makes any representation or
prediction, however, as to the direction or magnitude of any effect that the
transactions described above may have on the price of the Class A

76
<PAGE>

Ordinary Shares. In addition, neither the Issuer nor any of the Underwriters
makes any representation that the U.S. Representatives will engage in such
transaction or that such transactions, once commenced, will not be discontinued
without notice.

The Class A Ordinary Shares have been approved for listing on the Nasdaq
and the Amsterdam Stock Exchange under the symbol "MIHL".

Certain of the Underwriters have been engaged from time to time, and may
in the future be engaged, to perform financial advisory and other investment
banking services to the Issuer and its affiliates. In connection with rendering
such services in the past, such Underwriters have received customary
compensation, including reimbursement of related expenses.

The Underwriters do not intend to confirm sales of Class A Ordinary Shares
offered hereby to any accounts over which they exercise discretionary
authority.

Prior to the Offerings, there has been no public market for the Class A
Ordinary Shares. The initial public offering price for the Class A Ordinary
Shares has been determined through negotiations between the Issuer and the
Representatives. Among the factors considered in determining the initial public
offering price, in addition to prevailing market conditions, are the financial
and operating history and condition of the Company, an assessment of the
Company's business and financial prospects, the Company's management, the
prospects for the industry in which the Company operates and the recent market
prices of securities of companies in industries similar to that of the Company.
The initial public offering price set forth on the cover page of this
Prospectus should not, however, be considered as an indication of the actual
value of the Class A Ordinary Shares. Such price is subject to change as a
result of market conditions and other factors. There can be no assurance that
an active trading market will develop for the Class A Ordinary Shares or that
the Class A Ordinary Shares will trade in the public market subsequent to the
Offerings made hereby at or above the initial public offering price.

77
<PAGE>

LEGAL MATTERS

The validity of the Class A Ordinary Shares offered hereby will be passed
upon by Harney Westwood & Riegels, the British Virgin Islands. Certain United
States legal matters will be passed upon for the Company by Cravath, Swaine &
Moore, New York, New York. Matters relating to Dutch tax law have been passed
upon for the Company by Loyens & Volkmaars, Amsterdam, the Netherlands. Certain
United States legal matters will be passed upon for the Underwriters by Cahill
Gordon & Reindel (a partnership including a professional corporation), New
York, New York.

INDEPENDENT ACCOUNTANTS

The Consolidated Financial Statements of the Company as of March 31, 1998
and 1997 and for each of the three years in the period ended March 31, 1998,
and the Combined Financial Statements of the Acquired MIH Businesses as of
March 31, 1997 and 1996 and for the years then ended appearing in this
Prospectus, have been audited by Coopers & Lybrand, independent accountants, as
set forth in their report thereon appearing elsewhere herein.

With respect to the unaudited interim financial information as of
September 30, 1998 and for the six months ended September 30, 1998 and 1997,
contained herein, PricewaterhouseCoopers, Inc., independent accountants, have
reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their
separate report included herein states that they did not audit and they do not
express an opinion on that interim financial information. Accordingly, the
degree of reliance on their report on such financial information should be
restricted in light of the limited nature of the review procedures applied. The
accountants are not subject to the liability provisions of Section 11 of the
Securities Act for their report on the unaudited interim financial information
because that report is not a "report" or a "part" of the registration statement
prepared or certified by the accountants within the meaning of Sections 7 and
11 of the Securities Act.

78
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
-----
<S> <C>
MIH Limited and Subsidiaries Unaudited Interim
Condensed Consolidated Financial Statements

Report of Independent Accountants ................................................ F-2
Condensed Consolidated Balance Sheets as of September 30, 1998 and March 31, 1998 F-3
Condensed Consolidated Statements of Operations for the periods ended
September 30, 1998 and 1997 ..................................................... F-4
Condensed Consolidated Statements of Cash Flow for the periods ended
September 30, 1998 and 1997 ..................................................... F-5
Notes to the Condensed Consolidated Financial Statements ......................... F-6

MIH Limited and Subsidiaries
Consolidated Financial Statements

Report of Independent Accountants ................................................ F-11
Consolidated Balance Sheets as of March 31, 1998 and 1997 ........................ F-12
Consolidated Statements of Operations for the years ended March 31, 1998,
1997 and 1996 ................................................................... F-13
Consolidated Statements of Cash Flow for the years ended March 31, 1998,
1997 and 1996 ................................................................... F-14
Consolidated Statement of Changes in Shareholders' Equity for the years
ended March 31, 1998, 1997 and 1996 ............................................. F-15
Notes to the Consolidated Financial Statements ................................... F-16

Acquired MIH Businesses (Predecessor to MIH Limited)
Combined Financial Statements

Report of Independent Accountants ................................................ F-44
Combined Balance Sheets as of March 31, 1997 and 1996 ............................ F-45
Combined Statements of Operations for the years ended March 31,
1997 and 1996 ................................................................... F-46
Combined Statements of Cash Flow for the years ended March 31,
1997 and 1996 ................................................................... F-47
Combined Statement of Changes in Net Deficit for the years ended
March 31, 1997 and 1996 ......................................................... F-48
Notes to the Combined Financial Statements ....................................... F-49
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the directors and shareholders of
MIH Limited

We have performed a limited review of the accompanying condensed consolidated
balance sheet of MIH Limited and subsidiaries as of September 30, 1998 and the
related condensed consolidated statements of operations and cash flow for the
six-month periods ended September 30, 1998 and 1997. These financial statements
are the responsibility of MIH Limited's management.

We conducted our limited review in accordance with standards promulgated by the
South African Institute of Chartered Accountants, which are substantially the
same as those followed in the United States of America. A limited review
consists primarily of applying analytical review procedures to financial data
and making enquiries of persons responsible for accounting and financial
matters. It is substantially less in scope than an audit of financial
statements carried out in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we are not able to express
any audit opinion on these financial statements.

Based on our limited review, we are not aware of any material modifications
that should be made to the accompanying financial statements for them to be in
conformity with International Accounting Standards.

Johannesburg, Republic of South Africa PricewaterhouseCoopers, Inc.
November 30, 1998 (except with respect Chartered Accountants (SA)
to Note 9, as to which the date is Registered Accountants and Auditors
March 23, 1999)

F-2
<PAGE>

MIH Limited and Subsidiaries
Condensed Consolidated Balance Sheets
September 30, 1998 and March 31, 1998
(in thousands of US dollars)

<TABLE>
<CAPTION>
(Unaudited)
---------------
September 30, March 31,
1998 1998
--------------- -------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents ...................................... $ 87,473 $ 153,412
Accounts receivable, net ....................................... 44,925 36,999
Other receivables .............................................. 36,569 29,444
Program and film rights ........................................ 52,578 22,543
Amounts owing by related parties ............................... 12,024 14,784
Inventories, net ............................................... 26,473 18,283
---------- ----------
Total current assets ......................................... 260,042 275,465
---------- ----------
Non-Current Assets
Tangible fixed assets, net ..................................... 97,947 114,248
Intangible assets, net ......................................... 194,298 163,611
Long-term investments .......................................... 84,760 77,020
Program and film rights ........................................ 63,756 15,711
---------- ----------
Total non-current assets ..................................... 440,761 370,590
---------- ----------
TOTAL ASSETS ................................................. $ 700,803 $ 646,055
========== ==========
LIABILITIES
Current liabilities
Bank overdrafts ................................................ $ 10,263 $ 16,399
Current portion of long-term debt and short-term loans ......... 51,173 36,369
Current portion of program and film rights ..................... 35,875 6,431
Accounts payable ............................................... 50,516 73,291
Accrued expenses and other current liabilities ................. 133,440 121,902
Amounts owing to related parties ............................... -- 4,857
Provisions ..................................................... 18,439 50,563
---------- ----------
Total current liabilities .................................... 299,706 309,812
---------- ----------
Non-Current Liabilities
Long-term debt ................................................. 85,250 54,787
Program and film rights ........................................ 60,509 24,608
Deferred taxation .............................................. -- 3,275
---------- ----------
Total non-current liabilities ................................ 145,759 82,670
---------- ----------
TOTAL LIABILITIES ............................................ 445,465 392,482
---------- ----------
Commitments and contingencies ................................... -- --

SHAREHOLDERS' EQUITY
Share capital
Class A Ordinary Shares no par value:
Authorized: September 30 and March 31, 1998: 103,468,878
Issued: September 30 and March 31, 1998: 7,447,681 ............. 113,986 113,986
Class B Ordinary Shares no par value:
Authorized: September 30 and March 31, 1998: 55,920,509
Issued: September 30 and March 31, 1998: 30,787,319 ............ 475,566 475,566
Accumulated loss ................................................ (314,281) (313,547)
Foreign currency translation adjustment ......................... (19,933) (22,432)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY ................................... 255,338 253,573
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ................... $ 700,803 $ 646,055
========== ==========
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

F-3
<PAGE>

MIH Limited and Subsidiaries
Condensed Consolidated Statements of Operations
for the six-month periods ended September 30, 1998 and 1997
(in thousands of US dollars, except per share and share amounts)

<TABLE>
<CAPTION>
(Unaudited)
Six month period ended
September 30,
-----------------------------
1998 1997
------------- -------------
<S> <C> <C>
Net revenues .................................. $ 286,269 $ 235,501
Operating expenses:
Cost of providing services ................... (188,674) (147,254)
Selling, general and administrative .......... (77,924) (79,127)
Depreciation and amortization ................ (24,976) (28,058)
---------- ----------
Total operating expenses ...................... (291,574) 254,439
---------- ----------
Operating loss ................................ (5,305) (18,938)
Financial results, net ....................... (8,771) (559)
Equity results in joint ventures ............. (13,665) (2,936)
Equity results in associates ................. (524) (1,268)
Profit on sale of joint venture .............. 31,093 --
---------- ----------
Profit/(loss) before taxation ................ 2,828 (23,701)
Income taxation .............................. (3,562) (3,563)
---------- ----------
Loss after taxation .......................... (734) (27,264)
Minority interest ............................ -- 828
---------- ----------
Loss from continuing operations .............. (734) (26,436)
Loss from discontinued operations ............ -- (3,936)
---------- ----------
Net Loss .................................. $ (734) $ (30,372)
========== ==========
Per share amounts:
Loss from continuing operations
Basic and diluted ............................ $ (0.02) $ (0.69)
Net loss
Basic and diluted ............................ $ (0.02) $ (0.79)
Shares used to compute loss per share ......... 38,235,000 38,235,000
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

F-4
<PAGE>

MIH Limited and Subsidiaries
Condensed Consolidated Statements of Cash Flow
for the six-month periods ended September 30, 1998 and 1997
(in thousands of US dollars)

<TABLE>
<CAPTION>
(Unaudited)
Six month period ended
September 30,
1998 1997
------------ -------------
<S> <C> <C>
Cash flows from operating activities
Operating loss ....................................................... $ (5,305) $ (18,938)
Adjustments for:
Depreciation and amortization ....................................... 24,976 28,058
Amortization of program and film rights ............................. 14,501 10,675
Taxation paid ....................................................... (4,607) (7,784)
Increase in receivables ............................................. (8,089) (2,889)
Payments for program and film rights ................................ (12,845) (18,328)
Net increase/(decrease) in amounts owing by related parties ......... 8,784 (9,387)
Decrease in amounts owing to related parties ........................ (3,192) --
Increase in inventories ............................................. (6,274) (8,436)
Decrease in payables ................................................ (34,925) (8,568)
Utilised in discontinued operations ................................. -- (3,936)
--------- ---------
Net cash used in operating activities (26,976) (39,533)
--------- ---------
Cash flows from investing activities
Purchase of tangible fixed assets .................................... (1,830) (10,153)
Proceeds on sale of tangible fixed assets ............................ 28 1,434
Proceeds on disposal of Canal+ shares ................................ -- 49,806
Acquisition of subsidiaries, net of cash acquired .................... -- (14,168)
Investment in OpenTV ................................................. (6,400) (1,758)
Investment in UBC .................................................... (62,164) (22,338)
Net increase in other investments .................................... (3,223) (15,005)
--------- ---------
Net cash used in investing activities .............................. (73,589) (12,182)
--------- ---------
Cash flows from financing activities
Finance income/(costs) ............................................... 1,120 (5,403)
Funds raised from outside shareholders ............................... -- 828
Proceeds on transfer of M-Net/SSIH shares ............................ 22,243 --
Long-term debt raised ................................................ 20,339 72,362
Capital leases repaid ................................................ (17,295) (6,707)
Bank overdrafts repaid ............................................... (7,854) (8,373)
--------- ---------
Net cash from financing activities ................................. 18,553 52,707
--------- ---------
Net (decrease)/increase in cash and cash equivalents ................. (82,012) 992
Cash and cash equivalents at beginning of the period ................. 153,412 60,773
Translation adjustment on cash and cash equivalents .................. 16,073 (3,349)
--------- ---------
Cash and cash equivalents at end of the period ....................... $ 87,473 $ 58,416
========= =========
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

F-5
<PAGE>

MIH Limited and Subsidiaries
Notes to the Condensed Consolidated Financial Statements

1. Nature of operations

MIH Limited ("MIH") was incorporated on July 26, 1991 under the laws of
the British Virgin Islands. The principal activities of MIH and its operating
subsidiaries (collectively the "Company") are the provision of pay-television
and subscriber management services ("pay-television services") and the
development and sale of pay-television technology. These activities are
conducted through subsidiaries, joint ventures and investments primarily in
Africa, Greece, Cyprus, the Middle East, the Netherlands, Thailand and the
United States of America.

2. Basis of presentation

The condensed consolidated balance sheet of MIH as of September 30, 1998
and the condensed consolidated statements of operations and cash flow for the
six-months ended September 30, 1998 and 1997 are unaudited. For the purpose of
these interim consolidated financial statements, certain information and
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
The March 31, 1998 balance sheet was derived from audited financial statements,
but does not include all disclosures required by generally accepted accounting
principles. However, the Company believes that the disclosures are adequate to
make the information presented not misleading. These unaudited statements
should be read in conjunction with the audited consolidated financial
statements and notes thereto for the year ended March 31, 1998.

In the opinion of the management of MIH, all adjustments (consisting only
of normal recurring adjustments) necessary for fair presentation of the
financial statements have been included therein. The results of interim periods
are not necessarily indicative of the results for the entire year.

3. Significant acquisitions and divestitures

On April 4, 1998 the Company transferred 28 million of its shares in
Electronic Media Network Holdings Limited/ SuperSport International Holdings
Limited (M-Net/SSIH) into a trust (the "Trust"), with the objective to increase
share ownership in M-Net/SSIH amongst certain South Africans, for consideration
of $22.2 million. The Trust financed 90% of the consideration through bank
borrowings. Under certain circumstances, the Company may be required to assume
the obligation for the bank borrowings at maturity on April 14, 2001 and
reacquire ownership of the M-Net/SSIH shares. The shares of M-Net/SSIH sold
have been pledged as collateral for such obligations. Under the terms of the
sale agreement the purchasers are entitled to vote the shares and the Company
is entitled to receive any dividend until 2001.

The Company recorded a liability of approximately $20.0 million related to
the bank borrowings. The cash consideration for the share transfer which has
not been financed by bank borrowings is accounted for as an option premium. The
$20.0 million liability accretes interest until the redemption date (April 14,
2001) at an interest rate of 12.55%. The option premium is amortized to income
over three years and the Company continues to account for a 19.8% equity method
investment in M-Net/SSIH.

In June 1998, the Company increased its shareholding in International
Broadcasting Corporation Public Company Limited ("UBC") from 17.3% to 26.1% for
a purchase consideration of $62.1 million, paid in cash. The excess of the
consideration of the Company's share of the fair value of the net assets
acquired, amounting to $65.1 million, was allocated to goodwill, and is
amortized over its estimated useful life of 5 years. Since the increase of its
shareholding, the Company has joint control over UBC and therefore accounts for
its investment in UBC using the equity method of accounting.

4. Program and film rights

Program and film rights increased primarily due to the purchase of
basketball and soccer rights in Greece and Cyprus.

F-6
<PAGE>

MIH Limited and Subsidiaries
Notes to the Condensed Consolidated Financial Statements

5. Inventories

<TABLE>
<CAPTION>
(Unaudited)
September 30, March 31,
1998 1998
(thousands) (thousands)
--------------- ------------
<S> <C> <C>
Decoders and associated components ............................... $ 35,495 $ 28,689
Less: Provision for slow moving and obsolete inventories ......... (9,022) (10,406)
-------- ---------
$ 26,473 $ 18,283
======== =========
</TABLE>

6. Profit on sale of joint venture

At March 31, 1997 the Company deferred recognition of approximately $73.3
million of the gain arising on the sale of NetHold to Canal+, representing the
estimated probable liability for warranties of decoder technology and
guarantees of the number of subscribers and the potential reimbursement of
programming costs. During the year ended March 31, 1998 the Company paid
approximately $38.0 million for guarantees of number of subscribers. As no
further claims under the warranties were made prior to June 30, 1998, the
deadline for such claims, the Company reversed the remaining provisions to
profit on sale of joint venture during the six months ended September 30, 1998.

7. Long-term debt

The increase in long-term debt is attributable to an increase of $19
million in the Company's funds drawn under debt facilities, recognition of a
liability of $20 million in connection with the transfer of M-Net/SSIH shares
(see Note 3) and an increase in lease obligations by $6.1 million as a result
of new lease agreements entered into by the Company. Total lease obligations
amount to $73.3 million at September 30, 1998.

8. Segment and geographic information

The Company has determined that its reportable segments are those that are
based on the Company's method of internal reporting, which disaggregates its
businesses by service/product and by geography. The Company's reportable
business segments are pay-television services and technology. The
pay-television business segment is conducted in Africa and the Middle East and
the Mediterranean. The technology business segment consists of Irdeto, based in
The Netherlands, and the Company's joint venture interest in OpenTV, based in
the United States. The Company's interests in OpenTV and the Middle East are
accounted for by the equity method and are, therefore, included in equity
results of joint ventures below.

Unaudited segment information for the six-month periods ended September
30, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
September 1998
(in thousands) Pay-television services Technology
------------------------------ ----------
Africa
& Mediter-
The Middle East ranean
----------------- ------------ --------
<S> <C> <C> <C>
SALES
External sales ........................... $201,462 $ 61,419 $ 22,539
Inter-segment sales ...................... -- -- 8,754
-------- -------- --------
Total revenue ............................ $201,462 $ 61,419 $ 31,293
======== ======== ========
RESULTS
Operating (loss)/profit .................. $ (2,791) $ (5,802) $ 4,810
Depreciation and amortization (b) ........ 14,327 8,647 2,002
Amortization of program and film
rights .................................. -- 14,501 --
Equity results in joint ventures ......... (701) -- (1,537)

OTHER INFORMATION
Segment assets ........................... $395,644 $ 93,253 $179,027

<CAPTION>
September 1998
(in thousands)
Segmental Reconciling Consolidated
Total Corporate items Total
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
SALES
External sales ........................... $285,420 $ 849 $ -- $ 286,269
Inter-segment sales ...................... 8,754 -- (8,754) --
-------- -------- ----------- ---------
Total revenue ............................ $294,174 $ 849 $ (8,754) $ 286,269
======== ======== =========== =========
RESULTS
Operating (loss)/profit .................. $ (3,783) $ (1,522) $ -- $ (5,305)
Depreciation and amortization (b) ........ 24,976 -- -- 24,976
Amortization of program and film
rights .................................. 14,501 -- -- 14,501
Equity results in joint ventures ......... (2,238) -- (11,427)(c) (13,665)

OTHER INFORMATION
Segment assets ........................... $667,924 $758,468 $ (725,589)(a) $ 700,803
</TABLE>

F-7
<PAGE>

MIH Limited and Subsidiaries
Notes to the Condensed Consolidated Financial Statements

8. Segment and geographic information--Continued

<TABLE>
<CAPTION>
September 1997 Pay-television services Technology
(in thousands) ---------------------------- ----------
Africa
& Mediter-
The Middle East ranean
---------------- -------- ---------
<S> <C> <C> <C>
SALES
External sales .......................... $185,824 $ 49,677 $ --
Inter-segment sales ..................... -- -- --
-------- -------- ---------
Total revenue ........................... $185,824 $ 49,677 $ --
======== ======== =========
RESULTS
Operating loss .......................... $ (9,000) $ (6,977) --
Depreciation and amortization (b) ....... 19,693 8,365 --
Amortization of program and film
rights ................................. -- 10,675 --
Equity results in joint ventures ........ (48) -- (2,888)

<CAPTION>
September 1997
(in thousands)
Segmental Reconciling Consolidated
Total Corporate items Total
------------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
SALES
External sales .......................... $ 235,501 $ -- $ -- $ 235,501
Inter-segment sales ..................... -- -- $ -- --
--------- -------- ----- ----------
Total revenue ........................... $ 235,501 $ -- $ -- $ 235,501
========= ======== ===== ==========
RESULTS
Operating loss .......................... $ (15,977) $ (2,961) $ -- $ (18,938)
Depreciation and amortization (b) ....... 28,058 -- -- 28,058
Amortization of program and film
rights ................................. 10,675 -- -- 10,675
Equity results in joint ventures ........ (2,936) -- -- $ (2,936)
</TABLE>

(a) Represents adjustments to the assets and liabilities for the segments
relating to intergroup loans which eliminated on consolidation

(b) Excludes amortization of program and film rights included in cost of
providing services and amortization of goodwill on equity method investments
included in equity results in joint ventures.

9. Subsequent events

During November 1998, the Company acquired a 100% interest in TV Com
International Inc. for $14.5 million, paid in cash.

On March 23, 1999, in anticipation of a public offering of securities by
the Company, shareholders authorized an amendment to the Company's Articles of
Association, whereby the Company's 22,789 ordinary shares with a par value of
$1 each converted into 7,447,681 Class A Ordinary Shares with no par value and
30,787,319 Class B Ordinary Shares with no par value. The two classes of shares
generally have the same rights, except that holders of Class B Ordinary Shares
are entitled to three votes per share and holders of Class A Ordinary Shares
are entitled to one vote per share. The conversion was accounted for as a stock
split, therefore, all shareholders' equity and share data in these financial
statements have been retroactively restated to reflect the conversion.
Shareholders authorized a total of 103,468,878 Class A Ordinary Shares,
55,920,509 Class B Ordinary Shares and 8,388,916 Preference Shares with no par
value.

On March 18, 1999 the Company increased its interest in OpenTV to 80.1%,
through the acquisition of a 44.5% share from Thomson Consumer Electronics,
Inc. ("Thomson") and agreement to dispose of a portion of that interest
representing 8.9% of OpenTV to a subsidiary of Sun Microsystems. The purchase
from Thomson was in exchange for a $46.2 million note bearing interest at 7%
annually. The note is convertible into Class A Ordinary Shares at the
completion of the anticipated public offering of Class A Ordinary Shares. The
number of shares received by Thomson will equal the amount of the note plus
accrued interest, divided by the offering price of Class A Ordinary Shares. The
disposition to the subsidiary of Sun Microsystems will be in exchange for
approximately $9.2 million in cash.

10. Differences between IAS and United States Generally Accepted Accounting
Principles

The Company's consolidated financial statements are prepared in accordance
with IAS, which differ in certain respects from accounting principles generally
accepted in the United States ("US GAAP").

The only significant difference which affects the Company's results and
shareholders' equity relates to the accounting for its investment in UBC. Under
IAS the investment in UBC is carried at cost through June, 1998. In June 1998,
the Company increased its shareholding in UBC to approximately 26.1% and, as a
result, has joint control over UBC. Under IAS, the Company thereafter uses the
equity method of accounting for UBC. US GAAP requires a retroactive adjustment
of financial statements for an investee that was previously accounted for on
other than the equity method when that investee becomes qualified for use of
the equity method. The adjustment therefore reflects the effect of applying the
equity method to the investment in UBC determined under US GAAP.

F-8
<PAGE>

MIH Limited and Subsidiaries
Notes to the Condensed Consolidated Financial Statements

Reconciliation of net (loss)/profit (in thousands, except per share data):

<TABLE>
<CAPTION>
(Unaudited)
Six-month period ended
September 30,
------------------------------
1998 1997
-------------- -------------
<S> <C> <C>
Net profit/(loss) under IAS ........................ $ (734) $ (30,372)
US GAAP adjustments:
Equity accounting for UBC .......................... (5,193) (4,680)
----------- -----------
Net loss under US GAAP ............................. $ (5,927) $ (35,052)
=========== ===========
Weighted average common shares outstanding ......... 38,235,000 38,235,000
=========== ===========
Net loss per share under US GAAP ................... $ (0.16) $ (0.92)
=========== ===========
Net loss under US GAAP consists of:
Loss from continuing operations .................... $ (5,927) $ (31,116)
Discontinued operations ............................ -- (3,936)
----------- -----------
Net loss ........................................... $ (5,927) $ (35,052)
=========== ===========
Per share amounts:
Continuing operations ............................. $ (0.16) $ (0.81)
Discontinued operations ........................... -- (0.11)
----------- -----------
Net loss .......................................... $ (0.16) $ (0.92)
=========== ===========
</TABLE>

Reconciliation of shareholders' equity:

<TABLE>
<CAPTION>
(Unaudited)
September 30,
1998
--------------
<S> <C>
Total shareholders' equity under IAS ......................... $ 255,338
US GAAP adjustments:
Equity accounting for UBC .................................... (29,930)
---------
Total shareholders' equity under US GAAP ..................... $ 225,408
=========
</TABLE>

11. Recently issued accounting standards

In February 1998, the IASC issued IAS 34, "Interim Financial Reporting".
IAS 34 will be effective for the Company's interim financial statements issued
after March 31, 1999. IAS 34 establishes guidelines for both presentation and
measurement for interim financial reporting, and defines the minimum content of
an interim financial report as a condensed balance sheet, condensed income
statement, condensed cash flow statement, condensed statement showing changes
in equity, and explanatory notes. An appendix to IAS 34 contains guidance for
applying the basic recognition and measurement principles to specific financial
statement items at interim dates. The Company believes that it has complied
with the main provisions of this standard and does not believe that this
standard will have a significant influence on the Company's financial
statements.

In September 1998, the IASC issued IAS 37, "Provisions, Contingent
Liabilities and Contingent Assets" IAS 37 will be effective for the Company's
financial statements for the year ending March 31, 2001. IAS 37 requires that
provisions should be recognized in the balance sheet when and only when an
enterprise has a present obligation as a result of past event; and it is
probable (i.e. more likely than not) that an outflow of resources embodying
economic benefits will be required to settle the obligation; and a reliable
estimate can be made of the amount of obligation. IAS 37 replaces part of IAS
10, "Contingencies and Events Occurring After the Balance Sheet Date". IAS 37
prohibits the recognition of contingent liabilities and contingent assets. An
enterprise should disclose a contingent liability, unless the possibility of an
outflow of resources embodying economic benefits is remote, and disclose a
contingent asset if an inflow of economic benefits is probable. The Company is
currently assessing the impact that this standard may have on its financial
statements.

F-9
<PAGE>

MIH Limited and Subsidiaries
Notes to the Condensed Consolidated Financial Statements

11. Recently issued accounting standards--Continued

In October of 1998, the IASC published IAS 22 (revised 1998), "Business
Combinations", that includes limited revisions to the version of IAS 22
approved in 1993. IAS 22 (revised 1998) is effective for the Company's
financial statements for the year ending March 31, 2001. The main changes to
IAS 22 relate to the requirements for the amortization of goodwill, the
recognition of restructuring provisions at the date of acquisition and the
treatment of negative goodwill. The provisions of IAS 22 (revised 1998) would
apply prospectively.

In October of 1998, the IASC published IAS 38 "Intangible Assets".
Intangible assets should only be recognized when it is probable that future
economic benefits attributable to the asset will flow to the enterprise and the
cost of the asset can be reliably measured. Internally generated goodwill,
brand names, mastheads, publishing titles, customer lists and research costs
should not be recognized as intangible assets. After initial recognition at
cost, intangible assets can only be revalued to fair value if it can be
determined by reference to an active market. Intangible assets are required to
be amortized on a systematic basis over the best estimate of an asset's useful
life. There is a rebuttable presumption that the useful life will not exceed 20
years. The standard becomes effective for the Company's financial statements
for the year ending March 31, 2001, with earlier application encouraged. If the
Company chooses to adopt IAS 38 early, it must also apply IAS 22 (revised)
"Business Combinations" and IAS 36 "Impairment of Assets" early. The Company is
currently assessing the impact this standard may have on its financial
statements.

F-10
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the directors and shareholders of
MIH Limited

We have audited the accompanying consolidated balance sheets of MIH Limited and
subsidiaries as of March 31, 1998 and 1997, and the related consolidated
statements of operations, cash flow and changes in shareholders' equity for
each of the three years in the period ended March 31, 1998. These consolidated
financial statements are the responsibility of MIH Limited's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the Republic of South Africa, which are substantially the same as
those followed in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of MIH Limited and
subsidiaries as of March 31, 1998 and 1997, and the consolidated results of
their operations, cash flow and changes in shareholders' equity for each of the
three years in the period ended March 31, 1998, in conformity with
International Accounting Standards.

International Accounting Standards vary in certain significant respects from
accounting principles generally accepted in the United States of America. The
application of the latter would have affected the determination of consolidated
results for each of the two years in the period ended March 31, 1998 and
shareholders' equity as of March 1998 and 1997 to the extent summarized in Note
29 to the consolidated financial statements.

Johannesburg, Republic of South Africa Coopers & Lybrand
June 15, 1998 (except with respect Chartered Accountants (SA)
to Note 28, as to which the date is Registered Accountants and Auditors
March 23, 1999)

F-11
<PAGE>

MIH Limited and Subsidiaries
Consolidated Balance Sheets
March 31, 1998 and 1997
(in thousands of US dollars)

<TABLE>
<CAPTION>
Notes 1998 1997
------- ------------- -------------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents .............................. $ 153,412 $ 60,773
Accounts receivable, net ............................... 4 36,999 22,331
Other receivables ...................................... 5 29,444 21,292
Program and film rights ................................ 11 22,543 32,599
Amounts owing by related parties ....................... 20 14,784 --
Inventories, net ....................................... 6 18,283 12,781
---------- ----------
Total current assets ................................. 275,465 149,776
---------- ----------
Non-Current Assets
Tangible fixed assets, net ............................. 8 114,248 90,876
Intangible assets, net ................................. 9 163,611 207,870
Long-term investments .................................. 10 77,020 331,740
Program and film rights ................................ 11 15,711 22,874
---------- ----------
Total non-current assets ............................. 370,590 653,360
---------- ----------
TOTAL ASSETS ......................................... $ 646,055 $ 803,136
========== ==========
LIABILITIES
Current liabilities
Bank overdrafts ........................................ $ 16,399 $ 9,912
Current portion of long-term debt ...................... 14 36,369 15,476
Current portion of program and film rights ............. 14 6,431 7,251
Accounts payable ....................................... 73,291 42,540
Accrued expenses and other current liabilities ......... 12 121,902 136,127
Amounts owing to related parties ....................... 20 4,857 9,850
Provisions ............................................. 13 50,563 93,327
---------- ----------
Total current liabilities ............................ 309,812 314,483
---------- ----------
Non-Current Liabilities
Long-term debt ......................................... 14 54,787 60,610
Program and film rights ................................ 14 24,608 30,758
Deferred taxation ...................................... 15 3,275 --
---------- ----------
Total non-current liabilities ........................ 82,670 91,368
---------- ----------
TOTAL LIABILITIES .................................... 392,482 405,851
---------- ----------
Commitments and contingencies ........................... 22 -- --

SHAREHOLDERS' EQUITY
Share capital
Class A Ordinary Shares, no par value:
Authorized: 1998 and 1997: 103,468,828
Issued: 1998 and 1997: 7,447,681 ...................... 113,986 113,986
Class B Ordinary Shares, no par value:
Authorized: 1998 and 1997: 55,920,509
Issued: 1998 and 1997: 30,787,319 ..................... 475,566 471,198
Accumulated loss ........................................ (313,547) (197,928)
Foreign currency translation adjustment ................. (22,432) 10,029
---------- ----------
TOTAL SHAREHOLDERS' EQUITY ........................... 253,573 397,285
---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY ................................ $ 646,055 $ 803,136
========== ==========
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

F-12
<PAGE>

MIH Limited and Subsidiaries
Consolidated Statements of Operations
for the years ended March 31, 1998, 1997 and 1996
(in thousands of US dollars, except per share and share amounts)

<TABLE>
<CAPTION>
Notes 1998 1997 1996
------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Net revenues ............................................ 16 $ 501,492 $ -- $ --
Operating expenses:
Cost of providing services ............................. (308,996) -- --
Selling, general and administrative .................... (177,213) (899) (16)
Depreciation and amortization .......................... (58,010) -- --
----------- ----------- -----------
Total operating expenses ................................ (544,219) (899) (16)
----------- ----------- -----------
Operating loss .......................................... (42,727) (899) (16)
Financial results, net ................................. 17 (5,488) (107) --
Equity results in joint ventures
--Acquired MIH businesses .............................. (5,091) (16,150) (12,794)
--Non-acquired businesses .............................. -- (113,708) (72,891)
Equity results in associates ........................... (2,783) -- --
Profit on sale of joint venture ........................ -- 540,028 --
----------- ----------- -----------
(Loss)/profit before taxation .......................... (56,089) 409,164 (85,701)
Income taxation ........................................ 18 (7,570) -- --
----------- ----------- -----------
(Loss)/profit after taxation ........................... (63,659) 409,164 (85,701)
Minority interest ...................................... 3,793 -- --
----------- ----------- -----------
(Loss)/profit from continuing operations ............... (59,866) 409,164 (85,701)
Loss from discontinued operations ...................... 19 (3,936) -- --
----------- ----------- -----------
Net (loss)/profit ................................... $ (63,802) $ 409,164 $ (85,701)
=========== =========== ===========
Per share amounts:
(Loss)/profit from continuing operations
Basic and diluted ...................................... $ (1.57) $ 10.70 $ (2.24)
Net (loss)/profit
Basic and diluted ...................................... $ (1.67) $ 10.70 $ (2.24)
Shares used to compute (loss)/profit per share .......... 38,235,000 38,235,000 38,235,000
</TABLE>

F-13
<PAGE>

MIH Limited and Subsidiaries
Consolidated Statements of Cash Flow
for the years ended March 31, 1998, 1997 and 1996
(in thousands of US dollars)

<TABLE>
<CAPTION>
Note 1998 1997 1996
------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
Cash flows from operating activities
Operating loss .............................................. $ (42,727) $ (899) $ (16)
Adjustments for:
Depreciation and amortization .............................. 58,010 -- --
Amortization of program and film rights .................... 32,599 -- --
Taxation refunded .......................................... 2,849 -- --
Loss on sale of tangible fixed assets ...................... 1,653 -- --
(Increase)/decrease in receivables ......................... (9,553) 12,072 (12,723)
Payments for program and film rights ....................... (26,048) -- --
Net increase in amounts owing by related parties ........... (18,790) -- --
Increase in inventories .................................... (6,783) -- --
Increase/(decrease) in payables ............................ 17,941 (5,194) --
Utilised in discontinued operations ........................ (3,936) -- --
--------- --------- ---------
Net cash from/(used in) operating activities ............. 5,215 5,979 (12,739)
--------- --------- ---------
Cash flows from investing activities
Purchase of tangible fixed assets ........................... (31,664) -- --
Proceeds on sale of tangible fixed assets ................... 5,276 -- --
Dividends received from associates .......................... 1,539 -- --
Proceeds on disposal of Internet businesses ................. 21,546 -- --
Proceeds on disposal of Canal+ shares ....................... 261,536 -- --
Acquisition of subsidiaries, net of cash acquired ........... 27 (33,911) 54,045 --
Investment in OpenTV ........................................ (9,100) -- --
Investment in UBC ........................................... (45,797) (10,348) --
Net decrease in other investments ........................... 1,052 -- --
--------- --------- ---------
Net cash from investing activities ....................... 170,477 43,697 --
--------- --------- ---------
Cash flows from financing activities
Finance (costs)/income ...................................... (11,312) (107) 14,205
Funds raised from outside shareholders ...................... 3,793 -- --
Long-term debt repaid ....................................... (20,556) -- --
Capital leases repaid ....................................... (4,550) -- --
Dividends paid .............................................. (51,817) -- --
Bank overdrafts raised ...................................... 7,479 9,913 --
--------- --------- ---------
Net cash (used in)/from financing activities ............. (76,963) 9,806 14,205
--------- --------- ---------
Net increase in cash and cash equivalents ................... 98,729 59,482 1,466
Cash and cash equivalents at beginning of the year .......... 60,773 1,466 --
Translation adjustment on cash and cash equivalents ......... (6,090) (175) --
--------- --------- ---------
Cash and cash equivalents at end of the year ................ $ 153,412 $ 60,773 $ 1,466
========= ========= =========
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

F-14
<PAGE>

MIH Limited and Subsidiaries
Consolidated Statement of Changes in Shareholders' Equity
for the years ended March 31, 1998, 1997 and 1996
(in thousands of US dollars)

<TABLE>
<CAPTION>
Foreign
Share capital currency
------------------------- Accumulated translation
Class A Class B loss adjustment Total
----------- ----------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
At March 31, 1995 ...................... $113,986 $471,198 $ (521,391) $ (3,315) $ 60,478
Net loss ............................... -- -- (85,701) -- (85,701)
Translation adjustment ................. -- -- -- (4,614) (4,614)
-------- -------- ---------- --------- ---------
At March 31, 1996 ...................... 113,986 471,198 (607,092) (7,929) (29,837)
Net profit ............................. -- -- 409,164 -- 409,164
Translation adjustment ................. -- -- -- 17,958 17,958
-------- -------- ---------- --------- ---------
At March 31, 1997 ...................... 113,986 471,198 (197,928) 10,029 397,285
Capital contribution (note 19) ......... -- 4,368 -- -- 4,368
Net loss ............................... -- -- (63,802) -- (63,802)
Dividend paid .......................... -- -- (51,817) -- (51,817)
Translation adjustment ................. -- -- -- (32,461) (32,461)
-------- -------- ---------- --------- ---------
At March 31, 1998 ...................... $113,986 $475,566 $ (313,547) $ (22,432) $ 253,573
======== ======== ========== ========= =========
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

F-15
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements

1. Nature of operations

Until March 31, 1997 the Company's main activity was its 50% share in
Network Holdings S.A. ("NetHold"), a joint venture. The principal activities of
NetHold included pay-television operations in Africa, Greece, Cyprus, the
Middle East, the Benelux and Scandinavian countries and Italy (Note 3).

2. Principal accounting policies and reporting currency

The consolidated financial statements of the Company have been prepared in
accordance with International Accounting Standards ("IAS") issued by the
International Accounting Standards Committee. The financial statements have
been prepared on the historical cost basis.

The Company has adopted the US dollar as its reporting currency.
Notwithstanding the US dollar reporting currency, the Company measures
separately the transactions of each of its material operations using the
particular currency of the primary economic environment in which the operation
conducts its business (its functional currency).

The financial statements have been translated from functional currencies
to the reporting currency by translating assets and liabilities, both monetary
and non-monetary, and including goodwill and other intangible assets which
arise as a result of equity investments in entities, at the closing rate at
each balance sheet date. Income and expense items are translated at exchange
rates at the dates of the transactions or at average rates. All resulting
exchange differences are included in equity.

Preparation of the consolidated financial statements in conformity with
generally accepted accounting principles ("GAAP") requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

(a) Basis of consolidation

The consolidated financial statements include the financial statements of
MIH and all majority owned (directly and indirectly) and controlled
subsidiaries. A company in which MIH holds directly or indirectly more than 50%
of the ordinary share capital and voting rights is classified as a subsidiary.
Newly acquired companies are consolidated from the effective date of
acquisition. Similarly, the result of a subsidiary divested during an
accounting period is included in the Company accounts only to the date of
disposal.

All inter-company transactions are eliminated as part of the consolidation
process and the interests of the minority shareholders in the consolidated
equity and in the consolidated results of the Company are shown separately in
the Consolidated Balance Sheet and Consolidated Statement of Operations. Where
the losses applicable to the minority shareholder in a consolidated subsidiary
exceed the minority interest in the subsidiary, the excess, and any further
losses applicable to the minority, are charged against the majority interest
except to the extent that the minority has a binding obligation to, and is able
to, make good the losses. If the subsidiary subsequently reports profits, the
majority's interest is allocated all such profits until the minority's share of
losses previously absorbed by the majority has been recovered.

Acquisitions of companies are accounted for using the purchase method. The
excess of the purchase price over the fair value of assets acquired less the
liabilities assumed of the acquired company, is allocated to identifiable
tangible and intangible assets and goodwill and amortized over future periods.

F-16
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

2. Principal accounting policies and reporting currency--Continued

Companies in which the Company has joint control are accounted for using
the equity method with the Company's share of profits and losses included in
the Consolidated Statement of Operations. The Company's share of post
acquisition retained profits/losses is added to/deducted from the cost of the
joint venture investments in the Consolidated Balance Sheet.

Associated companies, over which the Company has significant influence,
are accounted for using the equity method with the Company's share of profits
and losses included in the Consolidated Statement of Operations. The Company's
share of post acquisition retained profits/losses is added to/deducted from the
cost of the associated company investments in the Consolidated Balance Sheet.

Other investments are stated at cost. When necessary a provision is made
on the basis of an evaluation of each individual investment for any diminution
in value which is considered to be of a permanent nature.

(b) Foreign currencies

Individual companies' transactions in currencies other than their
functional currency are recorded at the rate of exchange at the date of the
transaction or, if hedged forward, at the rate of exchange under the related
forward exchange contract. Assets and liabilities in currencies other than
their functional currency are translated at year-end rates. Any resulting
exchange differences are reflected in the Statement of Operations.

On consolidation, assets and liabilities of subsidiaries denominated in
foreign currencies are translated at year-end rates. Income and expense items
are translated using the annual weighted average rates of exchange or, where
known or determinable, at the rate on the date of the transaction for
significant items.

Adjustments from translation have been recorded in shareholders' equity
and are reflected in the Consolidated Statement of Operations only upon sale or
liquidation of the underlying investments.

Cash and cash equivalents represent cash and short-term highly liquid
investments with original maturities of three months or less.

(d) Trade accounts receivable

Trade accounts receivable are stated at estimated realizable values and an
allowance for doubtful accounts is provided for an amount considered by
management to be sufficient to meet probable future losses related to
uncollectable amounts.

(e) Inventories

Inventories, consisting primarily of decoders and associated components,
are stated at the lower of cost or net realizable value. Cost is generally
determined on the first-in first-out basis. Where necessary, provision is made
for obsolete, slow moving or defective inventories.

(f) Tangible fixed assets

Tangible fixed assets are stated at historical cost less accumulated
depreciation. Depreciation is charged on a straight-line basis over the
estimated useful lives of the respective assets, based on the following useful
lives:

<TABLE>
<CAPTION>
Years
------
<S> <C>
Buildings ................................... 50
Machinery, furniture and equipment .......... 4-10
Transponders and transmitters ............... 10
Decoders .................................... 2
</TABLE>

Land is not depreciated. Improvements to leasehold properties are
amortized over the period of the respective leases.

F-17
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

2. Principal accounting policies and reporting currency--Continued

Fully depreciated assets are retained in tangible fixed assets and
depreciation accounts until they are removed from service. In the case of
disposals, assets and related depreciation are removed from the accounts and
the net amount, less proceeds from disposal, is charged or credited to the
Statement of Operations.

(g) Intangible assets

Intangible assets are stated at historical cost less accumulated
amortization. Amortization of subscriber base is charged on a straight-line
basis over the period of expected benefit, which is five years. Goodwill is
amortized on a straight-line basis over five years.

(h) Leases

Assets held under capital lease agreements are treated as tangible fixed
assets and the present value of the related lease payments is recorded as a
liability. Costs for operating leases are charged to the Statement of
Operations in the year that they are incurred.

(i) Long-lived assets

The Company periodically evaluates the carrying value of long-lived assets
to be held and used, including goodwill and other intangible assets, when
events and circumstances warrant such a review. The carrying value of a
long-lived asset is considered impaired when the anticipated undiscounted cash
flow from such an asset is separately identifiable and is less than its
carrying value. In that event, a loss is recognized based on the amount by
which the carrying value exceeds the fair market value of the long-lived asset.
Fair market value is determined primarily using anticipated cash flows
discounted at a rate commensurate with the risk involved. Long-lived assets to
be disposed of are recorded at fair market value, reduced by the estimated
costs to dispose of the asset.

(j) Program and film rights

Film rights are stated at acquisition cost less accumulated amortization.
Sport rights are written off upon showing the event and general entertainment
and films are amortized on a straight-line basis over the period of the license
or based on showings where the number of showings is limited. Amortization of
program and film rights is included in the cost of providing services.

(k) Taxation

Provision is made for all taxes payable in respect of taxable profits
earned in the year. The Company also provides at current rates for taxation on
all timing differences between income for financial reporting and fiscal
purposes under the liability method. No deferred taxation is provided for in
respect of timing differences that are anticipated to reverse within the
carry-forward period of tax losses.

(l) Minority interest

The interest of third parties in subsidiaries is accounted for on the
basis of their share in the underlying equity of the subsidiaries. Through
March 31, 1998, the Company has recorded losses of $8.4 million attributable to
minority interests.

(m) Revenue recognition

The Company generates revenue from subscription fees, decoder sales and
rentals, technology licensing, advertising and the performance of other
services, net of sales taxes and discounts. Subscription fees are earned over
the period of providing services. Decoder sales, technology licensing and other
services are recorded upon delivery of products and customer acceptance, if
any, or performance of services. Advertising revenues are recognized upon
showing over the period of the advertising contract.

(n) Pensions and other postretirement benefits

The Company has various postretirement and pension plans in accordance
with local conditions and practices in the countries in which it operates. The
plans are predominately defined contribution plans. Current contributions to
the pension funds operated for employees are charged to the Statement of
Operations as incurred.

F-18
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

2. Principal accounting policies and reporting currency--Continued

(o) Research and development costs

Research and development costs are expensed in the financial period during
which they are incurred. Research and development costs for the years ended
March 31, 1998, 1997 and 1996 were not material.

(p) Discontinued operations

A discontinued operation results from the sale or abandonment of an
operation that represents a separate, major line of business of an enterprise
and of which the assets, net profits or losses and activities can be
distinguished physically, operationally and for functional reporting purposes.
The results of discontinued operations, net of tax, are separately disclosed.

(q) Dividends

Dividends proposed are payable when declared by the board of directors.
Dividends declared by MIH are payable in United States Dollars. Dividends
declared and received by MIH from its subsidiaries are primarily in South
African rand, Greek drachmae and Netherlands guilder.

(r) Financial instruments

The Company enters into foreign currency exchange contracts in order to
reduce the impact of certain foreign currency exchange rate fluctuations.
Firmly committed transactions and the related receivable and payable may be
hedged with forward exchange contracts. Any gains/losses are included in
accrued liabilities and are recognized in results when the transaction being
hedged is recognized.

(s) (Loss)/earnings per share

Net (loss)/earnings per share and (loss)/profit per share from continuing
operations is based on net (loss)/ earnings and the (loss)/profit from
continuing operations divided by the weighted average number of shares
outstanding during each period.

(t) Segment reporting

The segmental reporting has been prepared based on the Company's method of
internal reporting, which disaggregates its business by service or product and
by geography.

3. Significant acquisitions and divestitures

Until March 31, 1997 the Company's main activity was its 50% share in
NetHold, a joint venture. The principal activities of NetHold included
pay-television operations in Africa, Greece, Cyprus, the Middle East, the
Benelux, Scandinavian countries and Italy. Additionally, NetHold held 100% of
the shares in Irdeto B.V.("Irdeto"), a pay-television technology company.
Effective March 31, 1997, the Company sold its interest in NetHold to Canal+ in
exchange for a 5% share in Canal+ and all of NetHold's pay-television
businesses in Africa, Greece, Cyprus and the Middle East. The transaction was
accounted for as a sale of the 50% interest in NetHold and a purchase of the
pay-television businesses transferred to the Company. Thereafter, the Company
acquired a 49% share in Irdeto for a consideration of $17.7 million paid for in
cash. The acquired businesses in Africa, Greece, Cyprus, the Middle East and
Irdeto are collectively referred to as the "Acquired MIH Businesses".

The Company recognized a gain of $540 million on the sale of its interest
in NetHold. The gain is equal to the excess of the fair value of consideration
received ($475 million) over the book value of the Company's interest in the
NetHold businesses sold ($159 million deficit) less deferral of a portion of
the gain related to warranties provided and direct costs of $94 million. The
fair value of the consideration received consisted of the Canal+ shares

F-19
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

3. Significant acquisitions and divestitures--Continued

($273 million) and 50% of the NetHold businesses in Africa, Greece, Cyprus and
the Middle East ($202 million). As a result of the transaction the Company
recorded intangible assets of $193 million, which has been allocated to
subscriber base ($55 million) and goodwill ($138 million).

During the 1998 financial year the Company sold its shares in Canal+ for a
total consideration of approximately $262 million, resulting in a gain of $3
million.

For the 1997 and 1996 fiscal years, the Company's results include equity
in the losses of the Acquired MIH Businesses, equity in the losses from the
NetHold businesses that were sold to Canal+ ("Non-acquired Businesses") and
profit on the sale of NetHold to Canal+, which are separately disclosed in the
Consolidated Statement of Operations.

During the 1998 fiscal year the Company acquired the entire issued share
capital of a number of Internet-related businesses in South Africa. For
financial statement purposes the acquisitions were accounted for as purchases
and, accordingly, the Internet related businesses' results are included in the
consolidated financial statements since the date of acquisition. The aggregate
purchase price was approximately $21.5 million, which was financed through
internal resources. The excess of the purchase price over the net liabilities
acquired (goodwill) approximated $17 million. Refer to Note 19 with respect to
the subsequent disposal of the Internet-related business.

In January 1998, the Company acquired the remaining 51% of the outstanding
share capital of Irdeto for an aggregate cash consideration of approximately
$11 million. For financial statement purposes the acquisition was accounted for
as a purchase, and accordingly, the related business's results are included in
the consolidated financial statements since the date of acquisition.

The Company also acquired a 44.5% interest in OpenTV, Inc. ("OpenTV") for
$15.5 million with effect from January 26, 1998 of which $6.4 million is due in
the ensuing financial year. The excess purchase price over the net liabilities
acquired of approximately $18.1 million has been allocated to goodwill and is
amortized over 5 years.

The Company invested an additional $17.7 million in International
Broadcasting Corporation Public Company Limited ("UBC"), a company listed on
the Stock Exchange of Thailand, during the year. As a result of the Company's
additional investment in UBC and following a merger between UBC and UTV Cable
Network Public Company, the Company's interest in the new merged entity
increased to 17.3%.

The following summarized unaudited pro forma financial information assumes
that the Acquired MIH Businesses were acquired as of April 1, 1996 and the
acquisition of Irdeto occurred on April 1, 1996 and 1997, respectively.

<TABLE>
<CAPTION>
Year ended March 31,
---------------------------
1998 1997
Pro Forma Information (in thousands, except per share data) ------------- -----------
<S> <C> <C>
Net sales .................................................. $ 545,306 $494,596
Net loss ................................................... $ (73,843) $ (3,953)
Loss per share ............................................. $ (1.93) $ (0.10)
</TABLE>

Pro forma data do not purport to be indicative of the results that would
have been obtained had these events actually occurred at the beginning of the
periods presented and are not intended to be a projection of future results.

The following are the condensed consolidated NetHold balance sheets as of
March 31, 1997 and 1996 and statements of operations for the years ended March
31, 1997 and 1996.

F-20
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

3. Significant acquisitions and divestitures--Continued

These condensed consolidated balance sheets and statements of operations
are based on financial statements prepared under Netherlands GAAP. The NetHold
financial statements do not differ significantly from IAS, except for the
treatment of goodwill arising on the acquisition of a business, which is
directly written off against distributable reserves, and the recognition of a
debit balance of minority interest. Under IAS, goodwill would have been
capitalized and amortized over its estimated useful life and a minority
interest debit balance recognized only to the extent that the minority has a
binding obligation and is able to make good its share of losses. The impact of
these differences on the Company's financial statements was not material.

The condensed consolidated balance sheets were translated from Netherlands
guilders to US dollars using the prevailing year-end rates and the statements
of operations were translated using a weighted average exchange for the year.
The differences arising as a result of the difference between the weighted
average and year-end exchange rates have been recorded in shareholders'
deficit.

<TABLE>
<CAPTION>
March 31,
------------------------------
1997 1996
(thousands) (thousands)
NetHold --------------- ------------
<S> <C> <C>
Balance Sheets:
Cash and cash equivalents ............................ $ 66,313 $ 35,478
Accounts receivable, net ............................. 86,877 59,829
Prepayments and other ................................ 105,569 130,525
Inventories, net ..................................... 25,156 37,060
------------ ----------
Total current assets ................................ 283,915 262,892
------------ ----------
Property, plant and equipment ........................ 116,500 147,080
Intangible assets, net ............................... 10,377 15,364
Investments .......................................... 241,854 315,834
Other non-current assets ............................. 111,824 109,956
------------ ----------
Total non-current assets ............................ 480,555 588,234
------------ ----------
Total Assets ........................................ $ 764,470 $ 851,126
============ ==========
Bank overdrafts ...................................... $ 4,586 $317,481
Accounts payable ..................................... 89,731 100,903
Accrued expenses ..................................... 246,642 262,341
Other current liabilities ............................ 105,783 98,726
------------ ----------
Total current liabilities ........................... 446,742 779,451
Long-term Liabilities ................................ 1,509,680 717,709
------------ ----------
Total Liabilities ................................... 1,956,422 1,497,160
------------ ----------
Minority interest .................................... (9,603) (5,419)
------------ ----------
Redeemable preferred shares .......................... 174,859 198,487
------------ ----------
Share capital ........................................ 133,276 151,286
Accumulated deficit .................................. (1,492,302) (991,223)
Translation reserve .................................. 1,818 835
------------ ----------
Shareholders' deficit ............................... (1,357,208) (839,102)
------------ ----------
Total Liabilities and Shareholders' Deficit ......... $ 764,470 $ 851,126
============ ==========
</TABLE>

F-21
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

3. Significant acquisitions and divestitures--Continued

<TABLE>
<CAPTION>
March 31,
------------------------------
1997 1996
(thousands) (thousands)
NetHold ------------- --------------
<S> <C> <C>
Statements of Operations:
Revenues ............................ $ 730,158 $ 634,439
Operating expenses:
Cost of providing services ......... (348,062) (302,098)
Other operating expenses ........... (587,953) (470,489)
---------- ----------
Operating results .................. (205,857) (138,148)
Financial results, net ............. (56,718) (34,462)
---------- ----------
Loss before taxation ............... (262,575) (172,610)
Income taxation .................... (2,870) (2,655)
---------- ----------
Loss after taxation ................ (265,445) (175,265)
Minority interest .................. 5,729 3,895
---------- ----------
Net Loss ........................... $ (259,716) $ (171,370)
========== ==========
</TABLE>

4. Accounts receivable

<TABLE>
<CAPTION>
March 31,
----------------------------
1998 1997
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Trade accounts receivable ..................... $ 47,148 $ 29,398
Less: Provision for doubtful accounts ......... (10,149) (7,067)
--------- --------
$ 36,999 $ 22,331
========= ========
</TABLE>

Included in accounts receivable are $14.3 million and $22.2 million at
March 31, 1998 and March 31, 1997, respectively, pre-billed to customers and
credit balances which have been recorded as deferred income (Note 12).

5. Other receivables

<TABLE>
<CAPTION>
March 31,
----------------------------
1998 1997
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Prepayments and accrued income ......... $14,272 $15,469
Other receivables ...................... 15,172 5,823
------- -------
$29,444 $21,292
======= =======
</TABLE>

6. Inventories

<TABLE>
<CAPTION>
March 31,
----------------------------
1998 1997
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Decoders and associated components ............................... $ 28,689 $ 19,247
Less: Provision for slow moving and obsolete inventories ......... (10,406) (6,466)
--------- --------
$ 18,283 $ 12,781
========= ========
</TABLE>

F-22
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

7. Valuation and qualifying accounts

Credited/
Arising on (Charged)
At March Translation acquisition to cost and At March
31, 1997 adjustment of subsidiary Deductions expenses 31, 1998
------------- ------------- --------------- ------------- ------------- ------------
(thousands) (thousands) (thousands) (thousands) (thousands) (thousands)
<S> <C> <C> <C> <C> <C> <C>
Provision for:
Doubtful accounts -- Note 4 ................... $ (7,067) $ 708 $ (6,251) $ -- $ 2,461 $ (10,149)
Slow moving and obsolete inventories --
Note 6 ....................................... (6,466) 648 (4,135) -- (453) (10,406)
Program and film rights ....................... (476) 48 -- -- (1,444) (1,872)
Decoder technology ............................ (29,358) 2,942 -- 3,682 -- (22,734)
Postretirement benefits ....................... (4,678) 469 -- -- 443 (3,766)
Subscriber guarantees ......................... (42,203) 4,229 -- 37,974 -- --
Programming costs ............................. (9,125) 914 -- -- (882) (9,093)
Write down of carrying values of assets in
certain African countries .................... (7,963) 798 -- -- 2,824 (4,341)
Development costs/losses in joint ventures..... -- -- (3,398) -- (4,610) (8,008)
---------- ------- --------- ------- -------- ---------
$ (107,336) $10,756 $ (13,784) $41,656 $ (1,661) $ (70,369)
========== ======= ========= ======= ======== =========
</TABLE>

The decoder technology provision relates to guarantees in respect of
potential defects in the technology of decoders used by a NetHold associate.

The provision for subscriber guarantees relates to guarantees provided to
Canal+ regarding the number of subscribers of a NetHold associate that were
sold to Canal+. During fiscal 1998, the guarantee resulted in a payment which
was charged against the provision created as of March 31, 1997. The Company
believes that payment under the guarantee of the amount provided is probable.

The provisions for programming costs arises from an agreement with Canal+
according to which MIH will reimburse Canal+ for any increases in the
programming costs incurred by NetHold subsidiaries which result from the need
to renegotiate such contracts. The Company believes that payment under the
agreement of the amount provided is probable.

The provision for the write down of the carrying value of assets in
certain African countries relates to managements' estimates regarding the
recoverability of such assets, given the current economic and political
environment in certain African countries.

F-23
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

8. Tangible fixed assets (in thousands)

<TABLE>
<CAPTION>
Land, buildings and Machinery, furniture Transponders
leasehold improvements and equipment and transmitters Decoders
----------------------- ---------------------- ---------------------- ----------
Purchased Leased Purchased Leased Purchased Leased Leased Total
----------- ----------- ----------- ---------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cost
At March 31, 1997 ......... $3,627 $ 8,824 $ 44,165 $ 3,922 $ 10,660 $ 28,174 $ 8,033 $ 107,405
Translation adjustment .... (638) (1,272) (8,341) (655) (1,717) (2,890) (193) (15,706)
Additions ................. 1,171 2,759 37,340 3,377 3,166 21,576 -- 69,389
Disposals ................. (221) -- (4,438) -- (3,671) (1,038) -- (9,368)
------ -------- --------- -------- -------- -------- -------- ---------
At March 31, 1998 ......... 3,939 10,311 68,726 6,644 8,438 45,822 7,840 151,720
------ -------- --------- -------- -------- -------- -------- ---------
Accumulated
depreciation
At March 31, 1997 ......... (409) -- (12,389) (1,440) (2,155) (136) -- (16,529)
Translation adjustment .... 91 12 2,748 220 282 8 -- 3,361
Charge for the year ....... (318) (297) (16,090) (734) (525) (3,223) (5,573) (26,760)
Disposals ................. 73 3 1,183 -- 1,069 128 -- 2,456
------ -------- --------- -------- -------- -------- -------- ---------
At March 31, 1998 ......... (563) (282) (24,548) (1,954) (1,329) (3,223) (5,573) (37,472)
------ -------- --------- -------- -------- -------- -------- ---------
Net book value
At March 31, 1998 ......... $3,376 $ 10,029 $ 44,178 $ 4,690 $ 7,109 $ 42,599 $ 2,267 $ 114,248
====== ======== ========= ======== ======== ======== ======== =========
At March 31, 1997 ......... $3,218 $ 8,824 $ 31,776 $ 2,482 $ 8,505 $ 28,038 $ 8,033 $ 90,876
====== ======== ========= ======== ======== ======== ======== =========
</TABLE>

The Company leases certain land and buildings, machinery, furniture and
equipment, and transponders and transmitters. Commitments for minimum rentals
under non-cancellable leases as at March 31, 1998 are as follows:

<TABLE>
<CAPTION>
Capital Operating
leases leases
For the years ended March 31: ------------- ------------
(thousands) (thousands)
------------- ------------
<S> <C> <C>
1999 ....................................................... $ 14,312 $ 33,611
2000 ....................................................... 12,938 33,615
2001 ....................................................... 10,636 33,630
2002 ....................................................... 9,716 33,712
2003 and after ............................................. 67,385 110,132
--------- --------
Total minimum lease payments ............................... 114,987 $244,700
========
Less: amount representing interest ......................... (47,815)
---------
$ 67,172
=========
</TABLE>

Operating rental expenses for the year ended March 31, 1998 amounted to
approximately $33 million. Capital leases bear interest ranging from 6%-21% as
of March 31, 1998. The weighted average interest rate was 10%.

F-24
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

9. Intangible assets

<TABLE>
<CAPTION>
1998
Subscriber base Goodwill Total
(thousands) (thousands) (thousands)
----------------- ------------- ------------
<S> <C> <C> <C>
Cost
At April 1, 1997 .................. $ 55,000 $ 152,870 $ 207,870
Translation difference ............ (6,750) (20,268) (27,018)
Additions ......................... 36,490 36,490
Disposals ......................... (17,561) (17,561)
--------- --------- ---------
At March 31, 1998 ................. 48,250 151,531 199,781
--------- --------- ---------
Accumulated amortization
At April 1, 1997 .................. -- -- --
Amortization for the year ......... (10,311) (28,689) (38,999)
Translation difference ............ 661 2,169 2,829
--------- --------- ---------
At March 31, 1998 ................. (9,650) (26,520) (36,170)
--------- --------- ---------
Net book value ..................... $ 38,600 $ 125,011 $ 163,611
========= ========= =========
</TABLE>

<TABLE>
<CAPTION>
1997
Subscriber base Goodwill Total
(thousands) (thousands) (thousands)
----------------- ------------- ------------
<S> <C> <C> <C>
Cost
At April 1, 1996 .................. --
Additions ......................... $55,000 $152,870 $207,870
------- -------- --------
At March 31, 1997 ................. 55,000 152,870 207,870
------- -------- --------
Accumulated amortization
At April 1, 1996 .................. -- -- --
Amortization for the year ......... -- -- --
------- -------- --------
At March 31, 1997 ................. -- -- --
------- -------- --------
Net book value ..................... $55,000 $152,870 $207,870
======= ======== ========
</TABLE>

F-25
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

10. Long-term investments

<TABLE>
<CAPTION>
March 31,
----------------------------
1998 1997
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Marketable securities (a) ................................. $56,924 $309,669
Associates (b) ............................................ 12,992 12,051
Joint ventures (c) ........................................ 7,104 4,790
Unsecured loans to joint ventures ......................... -- 5,230
------- --------
$77,020 $331,740
======= ========
(a) Marketable securities at cost
Listed Shares
UBC ...................................................... $52,840 $ 35,084
Canal+ ................................................... -- 273,459
Unlisted shares
Cable News Egypt S.A.E (CNE) ............................. 2,985 1,126
Croco Beteiligungs Gesellschaft GmbH ..................... 1,004 --
LTH AE ................................................... 95 --
------- --------
$56,924 $309,669
======= ========
(b) Associates
Electronic Media Network Limited / SuperSport International
Holdings Limited ("M-Net") ............................... $10,312 $ 12,051
Orbicom (Proprietary) Limited ("Orbicom") ................. -- --
Share of post acquisition retained profits ................ 2,680 --
------- --------
$12,992 $ 12,051
======= ========
</TABLE>

F-26
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

10. Long-term investments--Continued

<TABLE>
<CAPTION>
March 31,
----------------------------
1998 1997
(thousands) (thousands)
------------- ------------
<S> <C> <C>
(c) Joint ventures
Digco BV ("Digco") ............................................. $ 7,762 $ --
MultiChoice Supplies (Proprietary) Limited
("MultiChoice Supplies") ...................................... 3,686 4,790
Irdeto (1997) .................................................. -- --
MultiChoice Middle East ........................................ -- --
OpenTV ......................................................... -- --
Share of post acquisition retained profits less losses ......... (4,344) --
-------- --------
$ 7,104 $ 4,790
======== ========
Listed shares at market value
UBC ........................................................... $104,817 $ 12,957
Canal+ ........................................................ -- 273,459
M-Net ......................................................... 54,483 71,022
-------- --------
$159,300 $357,438
======== ========
</TABLE>

The following information relates to the Company's significant
investments:

<TABLE>
<CAPTION>
March 31,
-------------------------
1998 1997
Type of investment ------------- --------- Nature of business Country
% %
<S> <C> <C> <C> <C>
Marketable securities at cost
UBC ................................... 17.3 15.0 Pay-television Thailand
Canal+ ................................ -- 4.9 Pay-television France
CNE ................................... 10.0 10.0 Television Egypt

Associates
M-Net ................................. 19.8(1) 20.0 Pay-television South Africa
Orbicom ............................... 20.0 20.0 Signal distribution South Africa

Joint ventures
Digco ................................. 50.0 -- Decoder technology The Netherlands
MultiChoice Supplies .................. 50.0 50.0 Decoder rentals South Africa
Irdeto (1998 : Subsidiary) ............ -- 49.0 Technology development The Netherlands
OpenTV ................................ 44.5 -- Technology development USA
Multichoice Middle East ............... 45.0 45.0

Subsidiaries
Myriad Africa BV ...................... 100.0 100.0 Investment holding The Netherlands
MultiChoice Africa (Pty) Limited
("MultiChoice Africa") ............... 100.0 100.0 Pay-television South Africa
MultiChoice Africa Limited ............ 100.0 100.0 Investment holding British Virgin Islands
NetMed ................................ 100.0 100.0 Investment holding The Netherlands
NetHold Hellas S.A. ................... 52.0 52.0 Pay-television Greece
MultiChoice Hellas S.A. ............... 52.0 52.0 Pay-television Greece
Irdeto (1997 : Joint venture) ......... 100.0 -- Technology development The Netherlands
</TABLE>

- ----------------
(1) The Company accounts for its investment in M-Net using the equity method of
accounting because of the significant influence the Company exercises over
M-Net as a result of common ownership, the Company's management and
directors' representation on the Board of Directors of M-Net and the fact
that substantially all of M-Net's revenues are derived from the Company.

F-27
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

10. Long-term investments--Continued

<TABLE>
<CAPTION>
March 31,
Significant joint venture information --------------------------------------------
1998 1997 1996
(thousands) (thousands) (thousands)
------------- ------------- ------------
<S> <C> <C> <C>
(a) NetHold (Note 3)
(b) Other joint ventures
Combined joint venture information .........
Share of results in joint ventures ......... $ (5,091) $ -- $ --
Current assets ............................. 11,110 -- --
Long-term assets ........................... 5,320 -- --
Current liabilities ........................ (26,173) -- --
Long-term liabilities ...................... (25,388) -- --
</TABLE>

11. Program and film rights

The following table sets forth the components of program and film rights,
on a gross and net basis:

<TABLE>
<CAPTION>
March 31,
----------------------------
1998 1997
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Cost
Program rights ............................ $60,893 $70,944
Film rights ............................... 13,554 10,291
------- -------
74,447 81,235
------- -------
Accumulated amortization
Program rights ............................ 26,266 17,337
Film rights ............................... 9,927 8,425
------- -------
36,193 25,762
------- -------
Net book value
Program rights ............................ 34,627 53,607
Film rights ............................... 3,627 1,866
------- -------
$38,254 $55,473
======= =======
Classified on the balance sheets as follows:
Currents assets ............................ $22,543 $32,599
Non-current assets ......................... 15,711 22,874
------- -------
$38,254 $55,473
======= =======
</TABLE>

12. Accrued expenses and other current liabilities

<TABLE>
<CAPTION>
March 31,
----------------------------
1998 1997
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Deferred income .......................................... $ 14,344 $ 22,213
Accrued expenses ......................................... 41,973 42,399
Taxes and social securities .............................. 12,630 5,086
Amounts owing in respect of investments acquired ......... 6,400 42,387
Other current liabilities ................................ 46,555 24,042
-------- --------
$121,902 $136,127
======== ========
</TABLE>

F-28
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

13. Provisions

<TABLE>
<CAPTION>
March 31,
----------------------------
1998 1997
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Decoder technology .................................................. $22,734 $29,358
Postretirement benefits (Note 26) ................................... 3,766 4,678
Write down of carrying values of assets in certain African countries 4,341 7,963
Subscriber guarantees ............................................... -- 42,203
Programming costs ................................................... 9,093 9,125
Provision for development costs/losses in joint ventures ............ 10,629 --
------- -------
$50,563 $93,327
======= =======
</TABLE>

14. Long-term debt and program and film rights

<TABLE>
<CAPTION>
March 31,
----------------------------
1998 1997
(thousands) (thousands)
Long-term debt comprises: ------------- ------------
<S> <C> <C>
Capital leases -- Note 8 ......................................... $ 67,172 $ 48,912
NetHold Finance VOF .............................................. 23,984 26,655
Other long-term debt ............................................. -- 519
--------- ---------
91,156 76,086
Less: Short-term portion included in current liabilities ......... (36,369) (15,476)
--------- ---------
$ 54,787 $ 60,610
========= =========
</TABLE>

Program and film rights payable are non-interest bearing and amounts due
in future fiscal years are $6.4 million in 1999; $15.9 million in 2000 and $8.7
million thereafter.

The loan from NetHold Finance VOF bears interest at 2% above the Amsterdam
Inter-bank Benchmark Rate and matures on or before October 5, 1998.

The currency mix of the long-term debt as at March 31, 1998 is:

<TABLE>
<CAPTION>
%
---------
<S> <C>
European Currency Unit ...................................... 39.0
Greek drachmae .............................................. 29.0
Netherlands guilders ........................................ 19.0
South African rand .......................................... 11.0
US dollars .................................................. 2.0
-----
100.0
=====
</TABLE>

F-29
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

15. Deferred taxation

The deferred taxation relates to the temporary differences between the
book values and the tax bases of assets and liabilities. Significant components
of the Company's deferred taxation liabilities and assets are summarized below:

<TABLE>
<CAPTION>
March 31,
----------------------------
1998 1997
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Deferred taxation liabilities
Leased assets .......................................... $ 1,097 $ 2,648
Purchased intangible fixed assets ...................... 3,275 --
Prepayments ............................................ 1,995 2,356
Subscriber base ........................................ 13,472 19,250
--------- ---------
Gross deferred taxation liabilities .................... 19,839 24,254
--------- ---------
Deferred taxation assets
Purchased intangible fixed assets ...................... 2,062 2,053
Purchased tangible fixed assets ........................ 350 153
Accounts receivable and other assets ................... 1,387 175
Accrued expenses and other current liabilities ......... 23,791 21,870
Program and film rights ................................ 3,113 566
Leased tangible fixed assets ........................... 2,881 209
Deferred income ........................................ 4,929 6,275
Tax loss carryforwards ................................. 36,156 26,770
--------- ---------
Gross deferred taxation assets ......................... 74,669 58,071
--------- ---------
Net deferred taxation assets ........................... 54,830 33,817
Less Valuation allowance ............................... (58,105) (33,817)
--------- ---------
Net deferred tax liabilities ........................... $ (3,275) $ --
========= =========
</TABLE>

The Company has raised a valuation allowance against the net deferred
taxation asset as in management's estimate it is more likely than not that the
deferred taxation asset will not be realized, due to the historical operating
losses incurred by the Company's operations and the timing limits on the tax
loss carry-forwards that arose on these losses.

16. Net revenues

<TABLE>
<CAPTION>
Year ended March 31,
--------------------------------------------
1998 1997 1996
(thousands) (thousands) (thousands)
------------- ------------- ------------
<S> <C> <C> <C>
Subscription revenues ............. $404,479 $ -- $ --
Decoder sales and repairs ......... 63,082 -- --
Technology and other .............. 33,931 -- --
-------- ----- -----
$501,492 $ -- $ --
======== ===== =====
</TABLE>

F-30
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

17. Financial results, net
<TABLE>
<CAPTION>
Year ended March 31,
--------------------------------------------
1998 1997 1996
(thousands) (thousands) (thousands)
------------- ------------- ------------
<S> <C> <C> <C>
Dividend income ......................... $ 3,177 $ -- $ --
Gain on disposal of investments ......... 2,647 -- --
Interest income ......................... 7,898 -- --
Exchange losses ......................... (6,049) -- --
Interest expense ........................ (13,161) (107) --
--------- ------- -----
$ (5,488) $ (107) $ --
========= ======= =====
</TABLE>

18. Income taxation
<TABLE>
<CAPTION>
Year ended March 31,
--------------------------------------------
1998 1997 1996
(thousands) (thousands) (thousands)
------------- ------------- ------------
<S> <C> <C> <C>
Foreign taxation
Current ....................... $ (5,964) $ -- $ --
Deferred ...................... (1,606) -- --
-------- ----- -----
Charged against income ......... $ (7,570) $ -- $ --
======== ===== =====
</TABLE>

The difference between income taxation expense computed at statutory rates
of the respective companies (35% average) and income taxation expense provided
on results are as follows:

<TABLE>
<CAPTION>
March 31,
--------------------------------------------
1998 1997 1996
(thousands) (thousands) (thousands)
------------- ------------- ------------
<S> <C> <C> <C>
Income taxation benefit at statutory rates ............ $ 19,631 $ -- $ --
Unprovided timing differences ......................... (22,080) -- --
Permanent differences
Profit on sale of investments ........................ 1,692 -- --
Profit on dilution of interest in associates ......... 315 -- --
Non deductible charges ............................... (13,961) -- --
Expenditure of a capital nature ...................... 156 -- --
Other taxes .......................................... (3,064) -- --
Change in taxation rates ............................. 9,741 -- --
--------- ----- -----
Income taxation expense .............................. $ (7,570) $ -- $ --
========= ===== =====
</TABLE>

The Company has tax loss carry-forwards of approximately $92.1 million. A
summary of the tax loss carry-forwards by tax jurisdiction, and the expiry
dates at March 31, 1998 (in thousands) is set out below:

<TABLE>
<CAPTION>
Africa Mediterranean Netherlands Total
---------- --------------- ------------- ---------
<S> <C> <C> <C> <C>
1999 ................ $ 2,400 $ 792 $ -- $ 3,192
2000 ................ 2,400 5,762 -- 8,162
2001 ................ 2,400 26,544 -- 28,944
2002 ................ 9,200 2,554 -- 11,754
2003 ................ 1,452 14,048 -- 15,500
Indefinite .......... 19,351 -- 5,230 24,581
------- ------- ------ -------
$37,203 $49,700 $5,230 $92,133
======= ======= ====== =======
</TABLE>

Tax loss carry-forwards of $23.6 million are only available for offset
against future taxable income from the same category of income which created
the loss.

F-31
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

18. Income taxation--Continued

The ultimate outcome of additional taxation assessments may vary from the
amounts accrued, however management of the Company believe that any additional
taxation liability over and above the amount accrued would not have a material
adverse impact on the Company's results of operations or financial position.

Unprovided timing differences are timing differences that are expected to
reverse within the carry-forward period of tax losses (note 3(j)) and are,
therefore, effectively a valuation allowance.

19. Discontinued operations

With effect from October 1, 1997 the Company sold its Internet-related
businesses to M-Web Holdings Limited, a related party, for $20.5 million, which
was settled in cash and resulted in a surplus of $4.4 million. The Company
accounted for the operating losses of the Internet-related businesses as
discontinued operations for the period from May 1, 1997 to September 30, 1997.
The $4.4 million surplus on this transaction was accounted for as a capital
contribution.

20. Related party transactions

The Company entered into transactions and has balances with a number of
affiliated companies, including equity investees, shareholders and entities
under common control. The transactions with affiliated companies are summarized
in the following table:

<TABLE>
<CAPTION>
Year ended March 31,
--------------------------------------------
1998 1997 1996
(thousands) (thousands) (thousands)
------------- ------------- ------------
<S> <C> <C> <C>
Income
Satellite transmission costs (a) ........... $ 1,308 $ -- $ --
Interest income (b) ........................ -- 11,916 14,205
-------- ------- -------
$ 1,308 $11,916 $14,205
======== ======= =======
Costs
Channel and programming costs (c) .......... $133,047 $ -- $ --
Transmission costs (d) ..................... 23,854 -- --
Use of broadcasting facilities (e) ......... 933 -- --
Licensing fees (f) ......................... 2,671 -- --
-------- ------- -------
$160,505 $ -- $ --
======== ======= =======
</TABLE>

- ----------------
(a) Certain costs related to the lease, maintenance and insurance of
signal distribution are charged on by the Company to one of its
affiliated companies.
(b) Interest income relates to a loan from the Company to one of the
subsidiaries of NetHold. Interest income on the loan has been
included in equity results in joint ventures.
(c) The Company purchased the right to transmit certain channels and
programs from an affiliated company.
(d) The Company is charged by an affiliate for services relating to the
lease, maintenance and insurance of signal distribution equipment.
(e) The Company is charged for the use of broadcasting facilities of an
affiliated company.
(f) Licensing fees are charged by an affiliated company for the use of
certain subscriber technology and software.

F-32
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

20. Related party transactions--Continued

The balances of advances, deposits, receivables and payables between the
Company and affiliates are:

<TABLE>
<CAPTION>
March 31,
----------------------------
1998 1997
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Receivables
MIH Holdings ............................... $ 8,657 $ --
OpenTV ..................................... 323 --
Computicket ................................ 434 --
UBC ........................................ 3,872 --
Myriad International Holdings B.V. ......... 1,498 --
------- ------
$14,784 $ --
======= ======
Payables
Irdeto ..................................... $ -- $6,337
M-Web ...................................... 2,223 --
MIH Holdings ............................... -- 3,513
M-Cell ..................................... 237 --
Supersport ................................. 1,819 --
M-Net ...................................... 362 --
Orbicom .................................... 216 --
------- ------
$ 4,857 $9,850
======= ======
</TABLE>

21. Segment and geographic information

F-33
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

21. Segment and geographic information--Continued

The accounting policies of the segments are identical to the accounting
policies described in "Summary of Significant Accounting Policies".

<TABLE>
<CAPTION>
Pay-television services Technology
1998 -------------------------- -------------
Africa
&
The Middle Mediter-
East ranean
------------- ------------ -------------
SALES (thousands) (thousands) (thousands)
<S> <C> <C> <C>
External sales ........................ $ 382,308 $ 106,403 $ 12,781
Inter-segment sales ................... -- -- 4,719
--------- ---------- ---------
Total revenue ......................... $ 382,308 $ 106,403 $ 17,500
========= ========== =========
RESULTS
Operating loss ........................ $ (4,901) $ (26,626) $ (3,035)
Depreciation and
amortization(c) ...................... (36,994) (18,243) (2,711)
Amortization of
program and film rights .............. -- (32,599) --
Operating loss is stated before the
following items;
Exchange (losses)/gains ............... (1,464) (8,042) 672
Dividend income ....................... -- -- --
Interest expense ...................... (46,890) (10,814) (555)
Gain on disposal of
investments .......................... -- -- --
Interest income ....................... 3,078 474 1,647
Equity results in associates .......... (2,783) -- --
Equity results in joint ventures ...... (556) -- (4,535)
Income taxation ....................... -- (1,658) (2,777)
OTHER INFORMATION
Segment assets ........................ 290,671 164,561 101,806
Investments in equity companies ....... 13,857 -- 6,239
Other investments at cost ............. 3,080 -- 1,004
Segment liabilities ................... 170,207 228,322 52,478
Capital expenditures .................. 23,356 7,085 1,223

<CAPTION>
1998
Segmental Reconciling Consolidated
Total Corporate items Total
------------- ------------- -------------------- -------------
SALES (thousands) (thousands) (thousands) (thousands)
<S> <C> <C> <C> <C>
External sales ........................ $ 501,492 $ -- $ -- $ 501,492
Inter-segment sales ................... 4,719 -- (4,719) --
---------- --------- ------------- ----------
Total revenue ......................... $ 506,211 $ -- $ (4,719) $ 501,492
========== ========= ============= ==========
RESULTS
Operating loss ........................ $ (34,562) $ (8,165) $ -- $ (42,727)
Depreciation and
amortization(c) ...................... (57,948) (62) -- (58,010)
Amortization of
program and film rights .............. (32,599) -- -- (32,599)
Operating loss is stated before the
following items;
Exchange (losses)/gains ............... (8,834) 2,785 -- (6,049)
Dividend income ....................... -- 3,177 -- 3,177
Interest expense ...................... (58,259) (1,825) 46,923 (a) (13,161)
Gain on disposal of
investments .......................... -- 2,647 -- 2,647
Interest income ....................... 5,199 49,001 (46,302) (a) 7,898
Equity results in associates .......... (2,783) -- -- (2,783)
Equity results in joint ventures ...... (5,091) -- -- (5,091)
Income taxation ....................... (4,435) (3,135) -- (7,570)
OTHER INFORMATION
Segment assets ........................ 557,038 539,631 (450,614) (b) 646,055
Investments in equity companies ....... 20,096 -- -- 20,096
Other investments at cost ............. 4,084 52,840 -- 56,924
Segment liabilities ................... 451,007 392,089 (450,614) (b) 392,482
Capital expenditures .................. 31,664 -- -- 31,664
</TABLE>

- ----------------
(a) Represents interest income and expenses on loans between group
companies in different segments and corporate that eliminate on
consolidation.
(b) Represents adjustments to the assets and liabilities for the
segments relating to intergroup loans which eliminate on
consolidation.
(c) Excludes amortization of program and film rights included in cost of
providing services and amortization of goodwill on equity method
investments included in equity results in joint ventures.

22. Commitments and contingencies

(a) Loans

MultiChoice Africa is required to lend a joint venture an amount not
exceeding $1.6 million, which represents 20% of a banking facility available to
fund the acquisition of decoders.

(b) Program and film rights and decoders

At March 31, 1998, the Company had entered into contracts for the purchase
of program and film rights and decoders. The Company's commitments in respect
of these contracts amount to $11.6 million (1997: $6.7 million and $12.6
million (1997: $14.8 million), respectively.

F-34
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

22. Commitments and contingencies--Continued

The Company had capital expenditure commitments as at March 31, 1998 and
1997 of $17.5 million and $2.6 million, respectively.

(d) Lines of credit

At March 31, 1998, the Company had overdraft borrowing facilities of $43.7
million and decoder rental funding facilities in an aggregate amount equal to
$10.3 million with various financial institutions.

(e) Loss insurance

The Company does not generally carry risk of loss insurance for injury to
others, damage to the property of others, or interruption of its business
operations.

23. Foreign currency management

The currencies of the countries in which the Company operates are also the
functional currencies. For these operations, all gains and losses from foreign
currency transactions are included in current results. The cumulative
translation effects for operations using functional currencies other than the
US dollar are included in the foreign currency translation adjustment in
shareholders' equity.

The Company uses foreign currency forward exchange contracts, which
typically expire within one year, to hedge payments of foreign currencies
related to the purchase of goods and services in currencies other than the
functional currency. Realized gains and losses on these contracts are
recognized in the same period as the hedged transactions. The Company had
foreign exchange forward contracts on hand at March 31, 1998 hedging South
African rand, Greek drachmae and Thai baht against the US dollar and South
African rand against the British pound sterling. The US dollar/Thai baht
exchange contracts were entered into by the Company on behalf of UBC. Under a
written agreement, all profits/losses arising from these contracts are for the
account of UBC. The Company does not currently hold or issue derivative
financial instruments for trading purposes.

The contractual amounts, exchange rates and settlement dates of the
outstanding contracts at March 31, 1998 are set out below:

<TABLE>
<CAPTION>
Contractual Average
amounts exchange
(thousands) rates Settlement dates
------------- ----------- ------------------------------------
<S> <C> <C> <C>
Greek drachmae/US dollar ............. $14,000 307.49 April 27, 1998 -- May 25, 1999
South African rand/US dollar ......... 23,849 5.22 August 31, 1998 -- January 28, 1999
Thai baht/US dollar .................. 8,000 50.35 June 30, 1998
South African rand/British
pound sterling ...................... 1,727 7.97 July 31, -- August 31, 1998
</TABLE>

F-35
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

24. Fair value of financial instruments

The carrying amount of cash and cash equivalents approximates fair value
due to the short maturities of these instruments. The value of long-term debt
is estimated using discounted cash flows based on the Company's incremental
borrowing rates for similar types of borrowings. The value of forward exchange
contracts is based on quoted market prices. A comparison of the carrying value
and fair value of these instruments is as follows:

<TABLE>
<CAPTION>
March 31, 1998 March 31, 1997
----------------------------- ----------------------------
Carrying Carrying
Value Fair Value Value Fair Value
(thousands) (thousands) (thousands) (thousands)
------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
Assets:
Cash and cash equivalents .......... $153,412 $153,412 $ 60,773 $ 60,773
Receivables ........................ 81,227 81,227 43,623 43,623
Marketable securities .............. 56,924 104,817 309,669 286,416
Liabilities:
Payables and provisions ............ 257,630 257,630 281,844 281,844
Short-term borrowings .............. 59,199 59,199 32,640 32,640
Long-term debt ..................... 79,395 79,395 91,368 91,368
Off-balance-sheet instruments
Forward exchange contracts ......... 47,576 45,999 28,027 24,610
</TABLE>

25. Pension funds

The Company has defined contribution plans covering employees of most of
its subsidiaries. The Company's contributions under these plans are based
primarily on the performance of the business units and employee compensation.
Total expense amounted to $2.4 million for 1998.

26. Postretirement benefits

MultiChoice Africa provides postretirement benefits by way of medical aid
contributions. At March 31, 1998 and 1997 the provision for benefits is $3.8
million and $4.7 million, respectively. During the year ended March 31, 1997,
an agreement was reached with employees of MultiChoice Africa to terminate the
postretirement medical aid benefits plan in exchange for an increase of the
MultiChoice Africa's annual contributions to the retirement benefit fund. The
provision will be released to operating results to match the additional
contributions to the retirement benefit plan.

27. Acquisition of subsidiaries, net of cash acquired

<TABLE>
<CAPTION>
1998
(thousands)
------------
<S> <C>
Fair value of tangible assets:
Fixed assets ................................................ $ (23,451)
Investments and loans ....................................... (19,638)
Current assets -- other than cash ........................... (25,127)
Current liabilities ......................................... 40,865
Long term liabilities ....................................... 16,928
---------
(10,423)
Goodwill .................................................... (31,223)
---------
Consideration ............................................... (41,646)
Cash acquired ............................................... 7,735
---------
Net cash paid for acquisitions .............................. $ (33,911)
=========
</TABLE>

In 1997, cash from acquisition of subsidiaries of $54,045 represents cash
balances of the Acquired MIH Businesses.

F-36
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

28. Subsequent events

On March 23, 1999, in anticipation of a public offering of securities by
the Company, shareholders authorized an amendment to the Company's Articles of
Association, whereby the Company's 22,789 ordinary shares with a par value of
$1 each converted into 7,447,681 Class A Ordinary Shares with no par value and
30,787,319 Class B Ordinary Shares with no par value. The two classes of shares
generally have the same rights, except that holders of Class B Ordinary Shares
are entitled to three votes per share and holders of Class A Ordinary Shares
are entitled to one vote per share. The conversion was accounted for as a stock
split, therefore, all shareholders equity and share data in these financial
statements have been retroactively restated to reflect the conversion.
Shareholders authorized a total of 167,778,303 Ordinary Shares divided into
103,468,878 Class A Ordinary Shares, 55,920,509 Class B Ordinary Shares and
8,388,916 Preference Shares with no par value.

29. Differences between IAS and United States Generally Accepted Accounting
Principles

The Company's consolidated financial statements are prepared in accordance
with IAS, which differ in certain respects from accounting principles generally
accepted in the United States ("US GAAP").

The only significant difference which affects the Company's results and
shareholders' equity relates to the accounting for its investment in UBC. Under
IAS the investment in UBC is carried at cost through March 31, 1998. In June
1998, the Company increased its shareholding in UBC to approximately 26.1% and,
as a result, exercises significant influence in UBC. Under IAS, the Company
thereafter will use the equity method of accounting for UBC. US GAAP requires a
retroactive adjustment of financial statements for an investee that was
previously accounted for on a basis other than the equity method when that
investee becomes qualified for use of the equity method. The adjustment
therefore reflects the effect of applying the equity method to the investment
in UBC determined under US GAAP. The initial investment in UBC occurred in
March 1997 and the effect on the year ended March 31, 1997 is not material.

F-37
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

I Reconciliation of net (loss)/profit (in thousands, except per share data):

<TABLE>
<CAPTION>
Year ended March 31,
--------------------------------
1998 1997
-------------- ---------------
<S> <C> <C>
Net (loss)/profit under IAS ........................ $ (63,802) $ 409,164
US GAAP adjustment:
Equity accounting for UBC .......................... (15,482) --
----------- ------------
Net (loss)/profit under US GAAP .................... $ (79,284) $ 409,164
=========== ============
Weighted average common shares outstanding ......... 38,235,000 38,235,000
=========== ============
Net (loss)/profit per share under US GAAP .......... $ (2.07) $ 10.70
=========== ============
Net (loss)/profit under US GAAP consists of:
Loss from continuing operations .................... $ (75,348) $ 409,164
Discontinued operations ............................ (3,936) --
----------- ------------
Net (loss)/profit .................................. $ (79,284) $ 409,164
=========== ============
Per share amounts:
Continuing operations ............................. $ (1.97) $ 10.70
Discontinued Operations ........................... (0.10) --
----------- ------------
Net (loss) profit ................................. $ (2.07) $ 10.70
=========== ============
</TABLE>

Reconciliation of shareholders' equity:

<TABLE>
<CAPTION>
March 31,
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
Total shareholders' equity under IAS ............. $ 253,573 $397,285
US GAAP adjustment:
Equity accounting for UBC ........................ (24,883) --
--------- --------
Total shareholders' equity under US GAAP ......... $ 228,690 $397,285
========= ========
</TABLE>

II Additional disclosure requirements

(a) Certain Risks and Concentrations

The Company is exposed to certain concentrations of credit risk relating
to its cash and current investments. The Company places its cash and current
investments with high quality institutions. The Company's policy is designed to
limit exposure with any one institution and to invest its excess cash in low
risk investment accounts. The Company has not experienced any losses on such
accounts. As of March 31, 1998, cash and current investments were held with
numerous financial institutions.

(b) Stock based compensation

MIH management and employees participate in the Stock Option Plan (the
"Plan") of the Company's parent MIH Holdings Limited ("MIHH"). Under the Plan,
MIHH may grant options to its employees for up to 11.8 million shares of MIHH's
common stock. Stock options may be granted with an exercise price not less than
100% of the market value of the options at the time of the grant. One third of
the options generally vest at the anniversary of

F-38
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

II Additional disclosure requirements--Continued

each of the third, fourth and fifth year after the grant date of the stock
options and expire after ten years. Unvested shares are subject to cancellation
upon expiration or termination of employment.

<TABLE>
<CAPTION>
1998
----------------------------------------
Weighted average
exercise price
Shares (Rand)
------------ -----------------
<S> <C> <C>
Outstanding at April 1, 1997 .......... 734,749 10.40
Granted ............................... 3,082,000 15.79
Exercised ............................. (150,856) 10.39
Forfeited ............................. (150,917) 14.47
--------- -----
Outstanding at March 31, 1998 ......... 3,514,976 14.25
========= =====
</TABLE>

The following table summarizes information about the stock options
outstanding at March 31, 1998:

<TABLE>
<CAPTION>
Range of exercise Remaining Weighted-average Weighted average
prices Outstanding as of contractual life exercise price Exercisable as of exercise price
(Rand) March 31, 1998 (years) (Rand) March 31, 1998 (Rand)
- ------------------- ------------------- ------------------ ------------------ ------------------- -----------------
<S> <C> <C> <C> <C> <C>
5.60 - 12.50 571,076 6.13 10.62 259,804 9.53
12.51 - 17.50 2,943,900 9.33 14.95 -- --
</TABLE>

For purposes of US GAAP, the Company applies Accounting Principles Board
("APB") Opinion 25, "Accounting for Stock Issued to Employees," and related
Interpretations in accounting for its plans. Accordingly, no compensation cost
has been recognized for its stock option plan. Had compensation cost for the
Company's stock option plan been determined based on the fair value at the
grant dates for awards under those plans consistent with the method of SFAS No.
123, "Accounting for Stock-Based Compensation," the Company's net loss and loss
per share would have been increased to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
Year ended
March 31, 1998
(In thousands except for per share data) ---------------
<S> <C> <C>
Net loss As reported $ (63,802)
Pro forma $ (64,678)
Net loss per share As reported $ (1.67)
Pro forma $ (1.69)
</TABLE>

The weighted average grant date fair value of options granted during
fiscal 1998 was rand 9.40. The fair value of each option grant is estimated on
the date of grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions used for grants during fiscal 1995,
respectively: dividend yield of 0%; expected volatility of 30%; an expected
risk-free interest rate of 14.9%; and an expected life of 6 years.

The net assets of certain of MIH Limited's subsidiaries and associates are
subject to regulatory restrictions with regard to the transfer of such assets
to MIH Limited in the form of loans, advances or cash dividends without the
consent of regulatory authorities. The restrictions primarily relate to foreign
exchange control regulations in South Africa, which prescribe that South
African residents and companies are not permitted to export capital from South
Africa or to hold foreign currency without the approval of the South African
Reserve Bank. These exchange control regulations effectively prevent MIH
Limited from receiving distributions from its South African subsidiaries,
without regulatory approval. The total net assets of subsidiaries subject to
such restriction as of March 31, 1998, amount to approximately $120.5 million.

The following are the condensed balance sheets and statements of
operations and cash flow for MIH Limited as of March 31, 1998 and 1997 and the
years then ended. Investments in subsidiaries and associated companies are
accounted for using the equity method of accounting.

F-39
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

II Additional disclosure requirements--Continued

<TABLE>
<CAPTION>
Balance Sheets
March 31,
----------------------------
1998 1997
(thousands) (thousands)
------------- ------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents .............................. $ 89,226 $ 6,728
Amounts owing by related parties ....................... 5,370 --
---------- ----------
Non-current assets 94,596 6,728
Long-term investments .................................. 225,400 522,463
---------- ----------
Total assets ........................................ $ 319,996 $ 529,191
========== ==========
LIABILITIES
Current liabilities
Bank overdrafts ........................................ $ -- $ 12,720
Current portion of long-term debt ...................... 23,984 --
Accrued expenses and other current liabilities ......... 10,568 44,933
Provisions ............................................. 31,871 74,253
---------- ----------
Total liabilities ................................... 66,423 $ 131,906
---------- ----------
SHAREHOLDERS' EQUITY
Share capital ........................................... 23 23
Share premium ........................................... 589,529 585,161
Accumulated loss ........................................ (313,547) (197,928)
Foreign currency translation adjustment ................. (22,432) 10,029
---------- ----------
Total shareholders' equity .......................... 253,573 397,285
---------- ----------
Total liabilities and shareholders' equity .......... $ 319,996 $ 529,191
========== ==========
</TABLE>

F-40
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

II Additional disclosure requirements--Continued

<TABLE>
<CAPTION>
Statements of Operations
Year ended March 31,
----------------------------
1998 1997
(thousands) (thousands)
------------- ------------
<S> <C> <C>
General and administrative expenses ................. $ (6,587) $ (899)
Financial results, net .............................. 8,311 (107)
Equity results in joint ventures/associates ......... (59,812) (129,858)
Profit on sale of joint venture ..................... -- 540,028
Income taxation ..................................... (5,714) --
--------- ----------
Net (loss)/profit for the year ...................... $ (63,802) $ 409,164
========= ==========
</TABLE>

Statements of Cash flow

<TABLE>
<CAPTION>
Year ended March 31,
----------------------------
1998 1997
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Net cash (used in)/from operating activities ................ $ (20,528) $ 5,979
---------- ---------
Disposal of investments ..................................... 269,222 --
Acquisition of associates and subsidiaries .................. (103,474) (10,348)
---------- ---------
Net cash from /(used in) investing activities ............... 165,748 (10,348)
---------- ---------
Finance income/(costs) ...................................... 2,488 (107)
Dividends paid .............................................. (51,816) --
Bank overdrafts (repaid)/raised ............................. (12,720) 9,913
---------- ---------
Net cash (used in)/from financing activities ................ (62,048) 9,806
---------- ---------
Net increase in cash and cash equivalents ................... 83,172 5,437
Cash and cash equivalents at beginning of the year .......... 6,728 1,466
Translation adjustment on cash and cash equivalents ......... (674) (175)
---------- ---------
Cash and cash equivalents at end of the year ................ $ 89,226 $ 6,728
========== =========
</TABLE>

F-41
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

II Additional disclosure requirements--Continued

(d) Significant Associates: Summarized financial information

The following are the summarized balance sheets and statements of
operations for UBC and M-Net, as derived from their respective audited
financial statements and converted to US dollars.

<TABLE>
<CAPTION>
UBC M-Net/Supersport
-------------- ----------------------------
December 31, March 31,
-------------- ----------------------------
1997 1998 1997
(thousands) (thousands) (thousands)
-------------- ------------- ------------
<S> <C> <C> <C>
Current assets ........................................ $18,243 $157,300 $145,219
Non-current assets .................................... 70,298 74,325 73,529
------- -------- --------
Total assets ....................................... 88,541 231,625 218,748
------- -------- --------
Current liabilities ................................... 25,257 137,107 133,872
Non-current liabilities ............................... 8,268 29,586 25,730
------- -------- --------
Total liabilities .................................. 33,525 166,693 159,602
------- -------- --------
Minority interest ..................................... 4,037 -- --
Total shareholders' equity ......................... 50,979 64,932 59,146
------- -------- --------
Total liabilities and shareholders' equity ......... $88,541 $231,625 $218,748
======= ======== ========
</TABLE>

<TABLE>
<CAPTION>
Year ended
December 31, Year ended March 31,
-------------- ----------------------------
1997 1998 1997
(thousands) (thousands) (thousands)
-------------- ------------- ------------
<S> <C> <C> <C>
Net sales ............................................ $ 36,794 $216,971 $192,954
Operating (loss)/profit .............................. (34,961) 28,053 18,658
Net income ........................................... 36,212 10,446 5,120
</TABLE>

(e) Recently issued accounting standards

SFAS No. 130, "Reporting Comprehensive Income" was issued by the Financial
Accounting Standards Board ("FASB") in June 1997 and is effective for fiscal
years beginning after December 15, 1997. It will be effective for the Company's
financial statements for the year ended March 31, 1999. Reclassification of
financial statements for earlier periods provided for comparative purposes is
required. This Statement established guidelines for the reporting and display
of comprehensive income and its components (revenues, expenses, gains and
losses) in a full set of general purpose financial statements. It requires that
all items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements; it does not
address issues of recognition or measurement. Management is currently assessing
the impact of adopting this Statement on its financial statements.

SFAS No. 132, "Employers' Disclosures about Pensions and other
Postretirement Benefits" was issued by the FASB in February 1998 and is
effective for all years beginning after December 15, 1997. It will be effective
for the Company's financial statements for the year ended March 31, 1999.
Reclassification of financial statements for earlier periods provided for
comparative purposes is required. This statement revises employers' disclosures
about pension and other postretirement benefit plans. It does not change the
measurement or recognition of those plans. It standardizes the disclosure
requirements for pensions and other postretirement benefits to the extent
practicable, requires additional information on changes in the benefit
obligations and fair values of plan assets that will facilitate financial
analysis, and eliminates certain disclosures that are no longer considered as
useful as they were when SFAS No. 87, "Employers' Accounting for Pensions,"
SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits," and SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions," were
issued. The Statement suggests combined formats for presentation of pension and
other postretirement benefit disclosures. Management is currently assessing the
impact of adopting this Statement on its financial statements.

F-42
<PAGE>

MIH Limited and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

II Additional disclosure requirements--Continued

SFAS No.133, "Accounting for Derivative Instruments and Hedging
Activities" is effective for fiscal years beginning after June 15, 1999. It
will be effective for the Company's financial statements for the year ended
March 31, 2001. This Statement establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded
in other contracts (collectively referred to as derivatives), and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. If certain conditions are met, a derivative may be
specifically designated as (a) a hedge of the exposure to changes in the fair
value of a recognized asset or liability or an unrecognized firm commitment,
(b) a hedge of the exposure to variable cash flows of a forecasted transaction,
or (c) a hedge of the foreign currency exposure of a net investment in a
foreign operation, an unrecognized firm commitment, an available-for-sale
security, or a foreign-currency-denominated forecasted transaction. Management
is currently assessing the impact of adopting this Statement on its financial
statements.

In July of 1997, the International Accounting Standards Committee ("IASC")
issued International Accounting Standard ("IAS") 1 (revised) "Disclosure of
Accounting Policies". IAS 1 will be effective for the Company's financial
statements for the year ending March 31, 2000. IAS 1 defines overall
considerations for financial statements and prescribes the minimum structure
and content of four basic financial statements (Balance sheet, Income
statement, Cash flow statement, and Statement showing changes in equity),
including certain information required on the financial statements. IAS 1 also
addresses various issues in disclosures in financial statements. The Company
believes that it has complied with the main provisions of this standard and
does not believe that this standard will have a significant influence on the
Company's financial statements.

The IAS has issued IAS 17 (revised 1997), "Leases", which supersedes IAS
17, "Accounting for Leases" and is operative for financial statements covering
periods beginning on or after January 1, 1999. The changes from the original
IAS 17 do not fundamentally alter the accounting treatments. The Company does
not expect a material impact on its financial statements as a result of
adopting IAS 17 (revised 1997).

In January 1998, the IASC issued IAS 19 (revised 1998) "Employee
Benefits", which supersedes IAS 19 "Retirement Benefit Costs". It will be
effective for the Company's financial statements for the year ending March 31,
2000. The revised standard applies a uniform accounting model to pension
benefits and other short term employee benefits such as compensated absences,
as well as other post-employment benefits and termination benefits. It also
requires disclosure of equity compensation benefits. IAS 19 (revised 1998) also
changes certain key provisions with respect to defined benefit plans. For
example, all companies must use the projected unit credit method to measure
their pension expense and pension obligation. The Company is currently
assessing the impact that this standard may have on the Company's financial
statements.

In June of 1998, the IASC issued IAS 35 "Discontinuing Operations". IAS 35
will be effective for the Company's financial statements for the year ending
March 31, 2000. IAS 35 is a presentation and disclosure standard. It requires
that enterprises follow the recognition and measurement principles in other IAS
standards. The standard defines the situations in which disclosures must be
made by the enterprise for a discontinuing operation. Appendices to IAS 35 also
provide (a) illustrative disclosure and (b) guidance on how prior period
information should be restated to conform to the presentation requirement of
IAS 35. The Company believes that it has complied with the provisions of this
standard and does not believe that this standard will have a significant
influence on the Company's financial statements.

In June of 1998, the IASC issued IAS 36 "Impairment of Assets". IAS 36
will be effective for the Company's financial statements for the year ending
March 31, 2001. IAS 36 establishes the procedures that an enterprise should
apply to ensure that its assets are not overstated in the financial statements.
It also prescribes the method an enterprise should use to assess the amount to
be recovered from an asset and the timing when an enterprise should account for
an impairment loss. Under IAS 36, an impairment loss should be recognized
whenever the recoverable amount of an asset is less than its carrying amount.
The Company is currently assessing the impact that this standard may have on
its financial statements.

F-43
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the directors and shareholders of
MIH Limited

We have audited the accompanying combined balance sheets of the Acquired MIH
Businesses (predecessor to MIH Limited) as of March 31, 1997 and 1996, and the
related combined statements of operations and cash flow and changes in net
deficit for each of the two years in the period ended March 31, 1997. These
combined financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these combined
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the Republic of South Africa, which are substantially the same as
those followed in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
combined financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined financial position of the Acquired MIH
Businesses (predecessor to MIH Limited) as of March 31, 1997 and 1996, and the
combined results of their operations and cash flow for each of the two years in
the period ended March 31, 1997, in conformity with International Accounting
Standards.

International Accounting Standards vary in certain significant respects from
accounting principles generally accepted in the United States of America. The
application of the latter would have affected the determination of combined
results for each of the two years in the period ended March 31, 1997 and the
net deficit as of March 31, 1997 and 1996 to the extent summarized in Note 24
to the combined financial statements.

Johannesburg, Republic of South Africa Coopers & Lybrand
June 15, 1998 Chartered Accountants (SA)
Registered Accountants and Auditors

F-44
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Combined Balance Sheets
March 31, 1997 and 1996
(in thousands of US dollars)

<TABLE>
<CAPTION>
Notes 1997 1996
------- ------------ ------------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents .............................. $ 53,908 $ 15,063
Accounts receivable, net ............................... 4 22,331 17,748
Other receivables ...................................... 5 21,292 34,972
Program and film rights ................................ 10 32,599 2,417
Amounts owing by related parties ....................... 17 10,247 10,560
Inventories, net ....................................... 6 12,781 13,414
--------- ---------
Total current assets ................................ 153,158 94,174

Non-Current Assets
Tangible fixed assets, net ............................. 8 87,449 39,052
Long-term investments .................................. 9 23,672 21,327
Program and film rights ................................ 10 22,874 1,571
--------- ---------
Total non-current assets ............................ 133,995 61,950
--------- ---------
TOTAL ASSETS ........................................ $ 287,153 $ 156,124
========= =========
LIABILITIES
Current Liabilities
Bank overdrafts ........................................ $ 753 $ 7,914
Current portion of long-term debt ...................... 13 15,476 1,927
Current portion of program and film rights ............. 13 7,251 --
Accounts payable ....................................... 42,540 35,436
Accrued expenses and other current liabilities ......... 11 79,673 50,123
Amounts owing to related parties ....................... 17 83,817 79,892
Provisions ............................................. 12 16,865 7,052
--------- ---------
Total current liabilities ........................... 246,375 182,344

Non-Current Liabilities
Long-term debt ......................................... 13 60,610 6,219
Program and film rights ................................ 13 30,758 --
--------- ---------
Total non-current liabilities ....................... 91,368 6,219
--------- ---------
TOTAL LIABILITIES ................................... 337,743 188,563
--------- ---------
Commitments and contingencies .......................... 19 -- --
NET DEFICIT ......................................... (50,590) (32,439)
--------- ---------
TOTAL LIABILITIES AND NET DEFICIT ................... $ 287,153 $ 156,124
========= =========
</TABLE>

The accompanying notes are an integral part of these
combined financial statements.

F-45
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Combined Statements of Operations
for the years ended March 31, 1997 and 1996
(in thousands of US dollars)

<TABLE>
<CAPTION>
Notes 1997 1996
------- ------------- -------------
<S> <C> <C> <C>
Net revenues .................................. 14 $ 391,898 $ 282,894
Operating expenses:
Cost of providing services ................... (259,391) (212,919)
Selling, general and administrative .......... (140,446) (77,553)
Depreciation and amortization ................ (16,191) (9,818)
---------- ----------
Total operating expenses ...................... (416,028) (300,290)
---------- ----------
Operating loss ................................ (24,130) (17,396)
Financial results, net ........................ 15 (5,267) (926)
Equity results in joint ventures .............. 1,144 (1,826)
Equity results in associates .................. 2,644 2,388
---------- ----------
Loss before taxation .......................... (25,609) (17,760)
Income taxation ............................... 16 (1,158) (3,883)
---------- ----------
Loss after taxation ........................... (26,767) (21,643)
Minority interest ............................. 738 114
---------- ----------
Net loss .................................. $ (26,029) $ (21,529)
========== ==========
</TABLE>

The accompanying notes are an integral part of these
combined financial statements.

F-46
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Combined Statements of Cash Flow
for the years ended March 31, 1997 and 1996
(in thousands of US dollars)

<TABLE>
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
Cash flows from operating activities
Operating loss $ (24,130) $ (17,396)
Adjustments for:
Depreciation and amortization .............................................. 16,191 9,818
Amortization of program and film rights .................................... 18,796 10,123
Taxation refunded/(paid) ................................................... 3,863 (5,364)
Loss on sale of tangible fixed assets ...................................... 5,223 680
Decrease/(increase) in receivables ......................................... 3,934 (30,627)
Payments for program and film rights ....................................... (32,747) (7,278)
Net increase in amounts owing to related parties ........................... 27,139 989
Increase in inventories .................................................... (964) (3,755)
Increase in payables ....................................................... 53,509 46,793
(Decrease)/increase in current portion of long-term debt to related parties (2,268) 2,574
--------- ---------
Net cash from operating activities ...................................... 68,546 6,557
--------- ---------
Cash flows from investing activities
Purchase of tangible fixed assets ........................................... (17,649) (13,022)
Proceeds on sale of tangible fixed assets ................................... 4,227 3,253
Dividends received from associates .......................................... 1,490 2,057
Investments acquired ........................................................ (658) (3,136)
(Increase)/decrease in unsecured loan ....................................... (2,050) 188
--------- ---------
Net cash used in investing activities ................................... (14,640) (10,660)
--------- ---------
Cash flows from financing activities
Finance costs ............................................................... (5,267) (926)
Funds raised from outside shareholders ...................................... 738 114
Long-term debt raised/(repaid) .............................................. 27,174 (4,741)
Long-term debt (repaid)/raised from related party ........................... (11,272) 10,207
Capital leases repaid ....................................................... (18,422) (7,278)
Bank overdrafts (repaid)/raised ............................................. (6,219) 1,349
--------- ---------
Net cash used in financing activities ................................... (13,268) (1,275)
--------- ---------
Net increase/(decrease) in cash and cash equivalents ........................ 40,638 (5,378)
Cash and cash equivalents at the beginning of the year ...................... 15,063 22,081
Translation adjustment on cash and cash equivalents ......................... (1,793) (1,640)
--------- ---------
Cash and cash equivalents at end of the year ................................ $ 53,908 $ 15,063
========= =========
</TABLE>

The accompanying notes are an integral part of these
combined financial statements.

F-47
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Combined Statement of Changes in Net Deficit
for the years ended March 31, 1997 and 1996
(in thousands of US dollars)

<TABLE>
<CAPTION>
Myriad Africa NetMed Total
(thousands) (thousands) (thousands)
--------------- ------------- ------------
<S> <C> <C> <C>
Share capital
At April 1, 1995 ................................................... $ 48 $ 26 $ 74
======== ========= =========
At March 31, 1996 .................................................. 48 26 74
======== ========= =========
At March 31, 1997 .................................................. 48 26 74
======== ========= =========
Share premium
At April 1, 1995 ................................................... $ 24,869 $ -- $ 24,869
======== ========= =========
At March 31, 1996 .................................................. 24,869 -- 24,869
======== ========= =========
At March 31, 1997 .................................................. 24,869 -- 24,869
======== ========= =========
Accumulated loss
At April 1, 1995 ................................................... $ -- $ (31,450) $ (31,450)
Cumulative effect of change in accounting policy (Note 23) ......... (3,868) -- (3,868)
Profit/(loss) for the year ......................................... 13,350 (33,940) (20,590)
-------- --------- ---------
At March 31, 1996 .................................................. 9,482 (65,390) (55,908)
Loss for the year .................................................. (8,175) (20,914) (29,089)
-------- --------- ---------
At March 31, 1997 .................................................. $ (1,307) $ (86,304) $ (84,997)
======== ========= =========
Foreign Currency Translation Adjustment
At April 1, 1995 ................................................... $ -- $ (1,295) $ (1,295)
Translation adjustment ............................................. (1,801) 2,561 760
-------- --------- ---------
At March 31, 1996 .................................................. (1,801) 1,266 (535)
Translation adjustment ............................................. 319 7,779 8,098
-------- --------- ---------
At March 31, 1997 .................................................. $ (1,482) $ 9,045 $ 7,563
======== ========= =========
Total Combined Net Deficit
At April 1, 1995 ................................................... $ 24,917 $ (32,719) $ (7,802)
Cumulative effect of change in accounting policy (note 23) ......... (3,868) (3,868)
Net profit/(loss) .................................................. 13,350 (33,940) (20,590)
Translation adjustment ............................................. (1,801) 2,561 760
-------- --------- ---------
At March 31, 1996 .................................................. 32,598 (64,098) (31,500)
Net Loss ........................................................... (8,175) (20,914) (29,089)
Translation adjustment ............................................. 319 7,779 8,098
-------- --------- ---------
At March 31, 1997 .................................................. $ 24,742 $ (77,233) $ (52,491)
======== =========
Equity investment in Irdeto .................................................................... 1,901
---------
Combined Net Deficit ........................................................................... $ (50,590)
=========
</TABLE>

Difference between the total net loss for the years ended March 31, 1996
and 1997 and the net loss recorded in the statements of operations amounting to
$(939) and $3,060, respectively, and the difference between the total net
deficit at March 31, 1996 and 1997 and the net deficit in the combined balance
sheet amounting to $(939) and $1,901, respectively, are attributable to the
gains/(losses) and net equity/(deficit) of Irdeto, an equity investment which
is included in the Acquired MIH Businesses (note 3(a)).

The accompanying notes are an integral part of these
combined financial statements.

F-48
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Notes to the Combined Financial Statements

1. Description of business and basis of presentation

These combined financial statements include the accounts of Myriad Africa
B.V. ("Myriad Africa"), NetMed B.V. ("NetMed"), and equity investments in
MultiChoice Middle East Holdings Inc. ("MultiChoice Middle East"), Irdeto B.V.
("Irdeto") and their subsidiaries (collectively referred to as the "Acquired
MIH Businesses"). The Acquired MIH Businesses are the predecessor to MIH
Limited ("MIH") and subsidiaries. Historically, no combined financial
statements have been prepared for the Acquired MIH Businesses. The reason for
the presentation of the combined financial statements of the Acquired MIH
Businesses is to provide financial statements for the years ended March 31,
1997 and 1996 that are comparable to the MIH consolidated financial statements
for the year ended March 31, 1998 which include MIH and the Acquired MIH
Businesses after the Canal+ transaction described in Note 2.

The principal activities of the Acquired MIH Businesses are the provision
of pay-television and subscriber management services ("pay-television
services") and the development of pay-television technology. These activities
are conducted primarily in Africa, Greece, Cyprus, the Middle East and in the
Netherlands.

2. Canal+ transaction

Until March 31, 1997, the Acquired MIH Businesses were collectively part
of the Network Holdings S.A. Group ("NetHold"), a joint venture between MIH and
Compagnie Richemont A.G. ("Richemont"). The principal activities of NetHold
included pay-television services operations through its subsidiaries and equity
investments in Africa, Greece, Cyprus, the Middle East, Benelux, Italy and
Scandinavia. Additionally, NetHold held 100% of the share capital of Irdeto, a
decoder technology company. Effective March 31, 1997, MIH sold its interest in
NetHold to Canal+ in exchange for a 5% share in Canal+ and NetHold's
pay-television services businesses in Greece and Cyprus (NetMed), Africa
(Myriad Africa) and the Middle East (MultiChoice Middle East) and subsequently
acquired a 49% share in Irdeto.

3. Principal accounting policies and reporting currency

The combined financial statements are based on International Accounting
Standards ("IAS") issued by the International Accounting Standards Committee
and have been prepared on the historical cost basis.

The Acquired MIH Businesses have adopted the US dollar as their reporting
currency. Notwithstanding the US dollar reporting currency, the Acquired MIH
Businesses measure separately the transactions of each of their material
operations using the particular currency of the primary economic environment in
which the operation conducts its business (its functional currency).

The financial statements have been translated from functional currencies
to the reporting currency by translating assets and liabilities, both monetary
and non-monetary, and including goodwill and other intangible assets which
arise as a result of equity investments in entities, at the closing rate at
each balance sheet date. Income and expense items are translated at exchange
rates at the dates of the transactions or average rates. All resulting exchange
differences are included in equity.

Preparation of the combined financial statements in conformity with
generally accepted accounting principles ("GAAP") requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

(a) Basis of combination

The combined financial statements include the consolidated accounts of
Myriad Africa (including its equity investment in MultiChoice Middle East) and
NetMed and an equity investment in Irdeto. Included in Note 9 is a listing of
the significant companies included in the combined financial statements. The
structure of the Acquired MIH Businesses has not changed during the periods
presented in these combined financial statements.

F-49
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Notes to the Combined Financial Statements (Continued)

3. Principal accounting policies and reporting currency--Continued

An inter-company loan owing by the Acquired MIH Businesses to another
NetHold subsidiary, which was acquired by MIH, has been included in net
deficit.

All inter-company transactions are eliminated as part of the combination
process, and the interest of the minority shareholders in the combined equity
and the combined results of the Acquired MIH Businesses are shown separately in
the Combined Balance Sheet and Statement of Operations. For financial reporting
purposes, the equity accounts of the Acquired MIH Businesses have been
accumulated into a single amount entitled net deficit. Where the losses
applicable to the minority shareholders in a consolidated subsidiary exceed the
minority interest in the subsidiary, the excess, and any further losses
applicable to the minority, are charged against the majority interest except to
the extent that the minority has a binding obligation to, and is able to, make
good the losses. If the subsidiary subsequently reports profits, the majority
interest is allocated to all such profits until the minority's share of losses
previously absorbed by the majority has been recovered.

Companies in which the Acquired MIH Businesses have joint control are
accounted for using the equity method with the Acquired MIH Businesses' share
of profit and losses included in the Combined Statement of Operations. The
Acquired MIH Businesses' share of post acquisition retained profits/losses is
added to/deducted from the cost of the joint venture investments in the
Combined Balance Sheet.

Associated companies, in which the Acquired MIH Businesses have
significant influence, are accounted for using the equity method with the
Acquired MIH Businesses' share of profits and losses included in the Combined
Statement of Operations. The Acquired MIH Businesses' share of post acquisition
retained profits/losses is added to/deducted from the cost of the associated
company investments in the Combined Balance Sheet.

(b) Foreign currencies

On combination, assets and liabilities of companies denominated in foreign
currencies have been translated at year-end rates. Income and expense items are
translated using the annual weighted average rates of exchange or, where known
or determinable, at the rate on the date of the transaction for significant
items.

Adjustments from translation have been recorded in the net deficit and are
are reflected in the Combined Statement of Operations only upon sale or
liquidation of the underlying investments.

Cash and cash equivalents represent cash and short-term highly liquid
investments with original maturities of three months or less.

(d) Trade accounts receivable

(e) Inventories

F-50
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Notes to the Combined Financial Statements (Continued)

3. Principal accounting policies and reporting currency--Continued

(f) Tangible fixed assets

<TABLE>
<CAPTION>
Years
-------
<S> <C>
Buildings ..................................................... 50
Machinery, furniture and equipment ............................ 4 - 10
Transponders and transmitters ................................. 10
Decoders ...................................................... 2
</TABLE>

Land is not depreciated. Major improvements to leasehold properties are
amortized over the period of the respective leases.

Fully depreciated assets are retained in property and depreciation
accounts until they are removed from service. In the case of disposals, assets
and related depreciation are removed from the accounts and the net amount, less
proceeds from disposal, is charged or credited to the Statement of Operations.

(g) Leases

(h) Program and film rights

Film rights are stated at acquisition cost less accumulated amortization.
Sports rights are written off upon showing the event and general entertainment
and films are amortized on a straight-line basis over the period of the licence
or based on showings where the number of showings is limited. Amortization of
program and film rights is included in the cost of providing services.

(i) Taxation

Provision is made for all taxes payable in respect of taxable profits
earned in the year. Deferred taxation is provided at current rates for taxation
on all timing differences between values for financial reporting and fiscal
purposes under the liability method. No deferred taxation is provided for in
respect of timing differences that are anticipated to reverse within the
carry-forward period of tax losses.

(j) Minority interest

The interest of third parties in subsidiaries of the Acquired MIH
Businesses are accounted for on the basis of their share in the underlying
equity of the subsidiaries. Through March 31, 1997, the Acquired MIH Businesses
recorded losses of $9.2 million, attributable to minority interest.

(k) Revenue recognition

The Acquired MIH Businesses generate revenue from subscription fees,
decoder sales and rentals, advertising and the performance of other services,
net of sales taxes and discounts. Subscription fees are earned over the period
of providing services. Technology licensing and other services are recorded
upon delivery of products and customer acceptance, if any, or performance of
services. Advertizing revenues are recognized upon showing over the period of
the advertizing contract.

(l) Pensions and other postretirement benefits

The Acquired MIH Businesses have various postretirement and pension plans
in accordance with local conditions and practices in the countries in which it
operates. The plans are predominantly defined contribution plans. Current
contributions to the pension funds operated for employees are charged to the
Statement of Operations as incurred.

F-51
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Notes to the Combined Financial Statements (Continued)

3. Principal accounting policies and reporting currency--Continued

(m) Research and development costs

Research and development costs are expensed in the financial period during
which they are incurred. Research and development costs for the years ended
March 31, 1997 and 1996 were not material.

(n) Dividends

Dividends proposed are payable when declared by the board of directors.
Dividends declared by the Acquired MIH Businesses are payable in the functional
currency of the respective entity.

(o) Financial instruments

The Acquired MIH Businesses enter into foreign currency exchange contracts
in order to reduce the impact of certain foreign currency exchange rate
fluctuations. Firmly committed transactions and the related receivable and
payable may be hedged with forward exchange contracts. Any gains/losses are
included in accrued liabilities and are recognized in results when the
transaction being hedged is recognized.

(p) Segment reporting

The Acquired MIH Businesses have prepared their segmental reporting based
on the method of internal reporting, which disaggregates its businesses by
service or product and by geography.

4. Accounts receivable

<TABLE>
<CAPTION>
March 31,
----------------------------
1997 1996
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Trade accounts receivable ................................... $ 29,398 $ 21,577
Less : Provision for doubtful accounts ...................... (7,067) (3,829)
-------- --------
$ 22,331 $ 17,748
======== ========
</TABLE>

Included in accounts receivable are $22.2 million and $14.0 million at
March 31, 1997 and March 31, 1996, respectively, pre-billed to customers and
credit balances which have been recorded as deferred income (Note 11).

5. Other receivables

<TABLE>
<CAPTION>
March 31,
----------------------------
1997 1996
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Prepayments and accrued income ................................. $15,469 $19,736
Other receivables .............................................. 5,823 15,236
------- -------
$21,292 $34,972
======= =======
</TABLE>

6. Inventories

<TABLE>
<CAPTION>
March 31,
----------------------------
1997 1996
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Decoders and associated components ............................... $ 19,247 $ 18,173
Less: Provision for slow moving and obsolete inventories ......... (6,466) (4,759)
-------- --------
$ 12,781 $ 13,414
======== ========
</TABLE>

F-52
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Notes to the Combined Financial Statements (Continued)

7. Valuation and qualifying accounts

<TABLE>
<CAPTION>
Charged to
At March 31, Translation costs and At March 31,
1996 adjustment expenses 1997
(thousands) (thousands) (thousands) (thousands)
-------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Provision for doubtful accounts -- Note 4 ......... $ (3,829) $ 456 $ (3,694) $ (7,067)
Provision for slow moving and obsolete
inventories -- Note 6 ............................ (4,759) 567 (2,274) (6,466)
-------- ------ -------- ---------
$ (8,588) $1,023 $ (5,968) $ (13,533)
======== ====== ======== =========
</TABLE>

8. Tangible fixed assets (in thousands)

<TABLE>
<CAPTION>
Land, buildings and
leasehold Machinery, furniture Transponders and
improvements and equipment Transmitters Decoders
-------------------- ---------------------- ---------------------- ----------
Purchased Leased Purchased Leased Purchased Leased Leased Total
----------- -------- ----------- ---------- ----------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cost
At March 31, 1996 ......... $2,793 $ -- $ 32,012 $ 5,928 $ 1,094 $ 4,301 $ -- $ 46,128
Translation adjustments ... (279) -- (3,015) (567) (105) (411) -- (4,377)
Additions ................. 701 9,050 9,291 12,156 7,657 27,547 11,404 77,806
Disposals ................. (285) -- (3,963) (6,114) (3,484) -- -- (13,846)
------ ------ -------- -------- -------- -------- -------- ---------
At March 31, 1997 ......... 2,930 9,050 34,325 11,403 5,162 31,437 11,404 $ 105,711
------ ------ -------- -------- -------- -------- -------- ---------
Accumulated
depreciation
At March 31, 1996 ......... (208) -- (4,320) (1,795) (54) (699) -- (7,076)
Translation adjustments ... 10 -- 354 172 5 68 -- 609
Charge for the year ....... (178) -- (5,695) (4,927) (744) (1,276) (3,371) (16,191)
Disposals ................. 14 -- 910 3,178 294 -- -- 4,396
------ ------ -------- -------- -------- -------- -------- ---------
At March 31, 1997 ......... (362) -- (8,751) (3,372) (499) (1,907) (3,371) (18,262)
------ ------ -------- -------- -------- -------- -------- ---------
Net book value
At March 31, 1997 ......... $2,568 $9,050 $ 25,574 $ 8,031 $ 4,663 $ 29,530 $ 8,033 $ 87,449
====== ====== ======== ======== ======== ======== ======== =========
At March 31, 1996 ......... $2,585 $ -- $ 27,692 $ 4,133 $ 1,040 $ 3,602 $ -- $ 39,052
====== ====== ======== ======== ======== ======== ======== =========
</TABLE>

F-53
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Notes to the Combined Financial Statements (Continued)

8. Tangible fixed assets (in thousands)--Continued

The Acquired MIH Businesses lease certain land and buildings, machinery,
furniture and equipment, and transponders and transmitters. Commitments for
minimum rentals under non-cancellable leases as at March 31, 1997 are as
follows:

<TABLE>
<CAPTION>
Capital leases Operating leases
(thousands) (thousands)
For the years ended March 31 ---------------- -----------------
<S> <C> <C>
1998 ....................................... $ 12,064 $ 33,034
1999 ....................................... 11,618 33,611
2000 ....................................... 8,851 33,615
2001 ....................................... 7,002 33,630
2002 and after ............................. 51,919 143,844
--------- --------
Total minimum lease payments ............... $ 91,454 $277,734
========
Less: amount representing interest ......... (42,542)
---------
$ 48,912
=========
</TABLE>

Operating rental expenses for fiscal 1997 amounted to approximately $37.8
million. (1996: $11 million) Capital leases bear interest ranging from 6%-20%
as of March 31, 1997. The weighted average interest rate was 12%.

9. Long-term investments

<TABLE>
<CAPTION>
March 31,
----------------------------
1997 1996
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Associates (a) ................................................ $12,051 $ 11,982
Joint ventures (b) ............................................ 5,265 4,652
Unlisted investments .......................................... 1,126 1,118
Unsecured loans to joint ventures ............................. 5,230 3,575
------- --------
$23,672 $ 21,327
======= ========
(a) Associates
Electronic Media Network Limited ("M-Net") .................... $10,224 $ 11,186
Orbicom (Proprietary) Limited ("Orbicom") ..................... -- --
Share of post acquisition retained profits less losses......... 1,827 796
------- --------
$12,051 $ 11,982
======= ========
(b) Joint ventures
MultiChoice Supplies (Proprietary) Limited
("MultiChoice Supplies") ................................... $ 4,790 $ 5,268
Irdeto ........................................................ 20 22
MultiChoice Middle East ....................................... 983 1,118
Share of post acquisition retained profits less losses......... (528) (1,756)
------- --------
$ 5,265 $ 4,652
======= ========
Market value of listed shares
M-Net ......................................................... $71,022 $ 33,050
======= ========
</TABLE>

F-54
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Notes to the Combined Financial Statements (Continued)

9. Long-term investments--Continued

The following information relates to the Acquired MIH Businesses'
significant investments:

<TABLE>
<CAPTION>
March 31,
-------------------
1997 1996
Type of investment --------- --------- Nature of business Country
% %
<S> <C> <C> <C> <C>
Unlisted marketable securities at cost
Cable News Egypt S.A.E. ............ 10.0 10.0 Television Egypt
Associates
M-Net .............................. 20.0 20.0 Pay-television South Africa
Orbicom ............................ 20.0 20.0 Signal distribution South Africa
Joint ventures
MultiChoice Supplies ............... 50.0 50.0 Decoder rentals South Africa
Irdeto ............................. 49.0 49.0 Technology development The Netherlands
MultiChoice Middle East ............ 45.0 45.0 Pay-television Mauritius
Subsidiaries
Myriad Africa BV ................... 100.0 100.0 Investment holding The Netherlands
MultiChoice Africa (Pty) Limited
("MultiChoice Africa") ............ 100.0 100.0 Pay-television South Africa
MultiChoice Africa Limited ......... 100.0 100.0 Investment Holding British Virgin Islands
NetMed ............................. 100.0 100.0 Investment Holding The Netherlands
NetMed Hellas S.A. ................. 52.0 52.0 Pay-television Greece
MultiChoice Hellas S.A. ............ 52.0 52.0 Pay-television Greece
</TABLE>

The aggregate summarized financial information of the joint ventures at
March 31, 1997 and 1996 is as follows:

<TABLE>
<CAPTION>
March 31,
----------------------------
1997 1996
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Current assets ..................... $ 2,220 $ 5,206
Long-term assets ................... 5,485 6,335
Current liabilities ................ (3,680) (4,627)
Long-term liabilities .............. (379) (2,498)
Shareholders' deficit .............. (3,646) (4,416)
Revenues ........................... 10,455 5,960
Expenses ........................... (12,552) (7,003)
--------- --------
Net loss before taxation ........... (2,097) (1,043)
Taxation benefit/(expense) ......... 43 (83)
--------- --------
Net loss ........................... $ (2,054) $ (1,126)
========= ========
</TABLE>

F-55
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Notes to the Combined Financial Statements (Continued)

10. Program and film rights

The following table sets forth the components of program and film rights,
on a gross and net basis:

<TABLE>
<CAPTION>
March 31,
----------------------------
1997 1996
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Cost
Program rights ..................................................... $70,944 $16,909
Film rights ........................................................ 10,291 1,996
------- -------
81,235 18,905
------- -------
Accumulated amortization
Program rights ..................................................... 17,337 14,148
Film rights ........................................................ 8,425 769
------- -------
25,762 14,917
------- -------
Net book value
Program rights ..................................................... 53,607 2,761
Film rights ........................................................ 1,866 1,227
------- -------
$55,473 $ 3,988
======= =======
Classified on the balance sheets as follows:
Currents assets .................................................... $32,599 $ 2,417
Non-current assets ................................................. 22,874 1,571
------- -------
$55,473 $ 3,988
======= =======
</TABLE>

11. Accrued expenses and other current liabilities

<TABLE>
<CAPTION>
March 31,
----------------------------
1997 1996
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Deferred income ..................................................... $22,213 $14,035
Accrued expenses .................................................... 35,968 10,604
Taxes and social securities ......................................... 5,086 73
Other current liabilities ........................................... 16,406 25,411
------- -------
$79,673 $50,123
======= =======
</TABLE>

12. Provisions

<TABLE>
<CAPTION>
March 31,
----------------------------
1997 1996
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Post retirement benefits ............................................ $ 4,678 $4,306
Write down of carrying values of assets in certain African countries 5,001 2,746
Decoder technology .................................................. 4,098 --
Programming costs ................................................... 2,885 --
Other provisions .................................................... 203 --
------- ------
$16,865 $7,052
======= ======
</TABLE>

F-56
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Notes to the Combined Financial Statements (Continued)

13. Long-term debt and program and film rights

<TABLE>
<CAPTION>
March 31,
----------------------------
1997 1996
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Long-term debt comprises:
Capital leases -- Note 8 ........................................ $ 48,912 $ 8,146
NetHold Finance VOF ............................................. 26,655 --
Other long term debt ............................................ 519 --
--------- --------
76,086 8,146
Less: Short term portion included in current liabilities ......... (15,476) (1,927)
--------- --------
$ 60,610 $ 6,219
========= ========
</TABLE>

Program and film rights payable are non-interest bearing and amounts due
in future fiscal years are $7.3 million in 1998, $10.7 million in 1999 and $20
million thereafter.

The loan repayable to Nethold Finance VOF is unsecured and matures on or
before October 4, 1998. The loan is denominated in Netherlands guilders and
bears interest at 2% above the Amsterdam Inter-bank Benchmark Rate.

Other long-term debt does not have fixed repayment terms and bears
interest at 6%.

The currency mix of the long-term debt as at March 31, 1997 is:

<TABLE>
<CAPTION>
%
---------
<S> <C>
Greek drachmae ................................................... 42.0
Netherlands guilder .............................................. 24.0
South African rand ............................................... 10.0
European Currency Unit ........................................... 24.0
-----
100.0
=====
</TABLE>

14. Net revenues

<TABLE>
<CAPTION>
Year ended March 31,
----------------------------
1997 1996
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Subscription revenues ........................ $315,463 $233,332
Decoder sales and repairs .................... 60,183 43,645
Other ........................................ 16,252 5,917
-------- --------
$391,898 $282,894
======== ========
</TABLE>

15. Financial results

<TABLE>
<CAPTION>
Year ended March 31,
----------------------------
1997 1996
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Interest income .............................. $ 4,005 $ 2,301
Interest expense ............................. (7,780) (3,200)
Exchange losses .............................. (1,492) (27)
-------- --------
$ (5,267) $ (926)
======== ========
</TABLE>

F-57
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Notes to the Combined Financial Statements (Continued)

16. Income taxation

<TABLE>
<CAPTION>
Year ended March 31,
----------------------------
1997 1996
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Foreign taxation
Current .................................... $ (1,158) $ (3,883)
Deferred ................................... -- --
-------- --------
Charged against income ...................... $ (1,158) $ (3,883)
======== ========
</TABLE>

The difference between income taxation expense computed at statutory rates
of the respective businesses and income taxation expense provided on earnings
are as follows:

<TABLE>
<CAPTION>
Year ended March 31,
----------------------------
1997 1996
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Income taxation benefit at statutory rates ......... $ 10,252 $ 6,062
Unprovided timing differences ...................... (6,107) (9,265)
Permanent differences:
Non-deductible charges ............................ (2,469) (98)
Expenditure of a capital nature ................... 54 64
Dividends received ................................ (504) (646)
Utilisation of losses carried forward ............. (2,384) --
-------- --------
Income taxation expense ............................ $ (1,158) $ (3,883)
======== ========
</TABLE>

The Acquired MIH Businesses have tax loss carry-forwards of approximately
$76.5 million expiring in years 1998 through 2002 and tax losses of $19.5
million which may be carried forward indefinitely.

The ultimate outcome of additional taxation assessments may vary from the
amounts accrued, however, management of the Acquired MIH Businesses believe
that any additional taxation liability over and above the amount accrued would
not have a material adverse impact on the Acquired MIH Businesses results of
operations or financial position.

Unprovided timing differences are timing differences that are expected to
reverse within the carry-forward period of tax losses (note 3(i)) and are,
therefore, effectively a valuation allowance.

F-58
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Notes to the Combined Financial Statements (Continued)

16. Income taxation

The deferred taxation relates to the temporary differences between the
book values and the tax bases of assets and liabilities. Significant components
of the Acquired MIH Businesses deferred taxation liabilities and assets are
summarized below:

<TABLE>
<CAPTION>
March 31,
----------------------------
1997 1996
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Deferred taxation liabilities
Leased assets .......................................... $ 2,648 $ --
Prepayments ............................................ 2,386 3,125
--------- ---------
Gross deferred taxation liabilities .................... 5,034 3,125
--------- ---------
Deferred taxation assets
Purchased intangible fixed assets ...................... 2,053 2,329
Purchased tangible fixed assets ........................ 153 77
Accounts receivable and other assets ................... 175 33
Accrued expenses and other current liabilities ......... 21,870 12,586
Program and film rights ................................ 566 --
Leased tangible fixed assets ........................... 209 153
Deferred income ........................................ 6,275 1,597
Tax loss carry-forwards ................................ 26,770 23,729
--------- ---------
Gross deferred taxation assets ......................... 58,071 40,504
--------- ---------
Net deferred taxation assets ........................... 53,037 37,379
Less: Valuation allowance .............................. (53,037) (37,379)
--------- ---------
$ -- $ --
========= =========
</TABLE>

The Acquired MIH Businesses have recorded a valuation allowance against
the net deferred taxation asset as in management's estimate it is more likely
than not that the deferred taxation asset will not be realized, due to the
historical operating losses of the Acquired MIH Businesses and timing limits on
the tax loss carry-forwards that arose on those losses.

F-59
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Notes to the Combined Financial Statements (Continued)

17. Related party transactions

The Acquired MIH Businesses entered into transactions and have balances
with a number of affiliated companies, including equity investees, shareholders
and entities under common control. Transactions with affiliated companies are
summarized in the following table:

<TABLE>
<CAPTION>
Year ended March 31,
----------------------------
1997 1996
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Income
Satellite transmission costs (a) ........... $ 227 $ --
Costs
Channel and programming costs (b) .......... $137,804 $103,608
Satellite transmission costs (c) ........... 12,767 8,835
Use of broadcasting facilities (d) ......... 741 546
Licensing fees (e) ......................... 2,404 2,164
-------- --------
$153,716 $115,153
======== ========
</TABLE>

- ----------------
(a) Certain costs related to the lease, maintenance and insurance of
signal distribution are charged on by the Acquired MIH Businesses to
one of its affiliated companies.
(b) The Acquired MIH Businesses purchased the right to transmit certain
channels and programs from an affiliated company.
(c) The Acquired MIH Businesses are charged by an affiliate for services
relating to the lease, maintenance and insurance of signal
distribution equipment ranging from ground-stations to satellite
transponders.
(d) The Acquired MIH Businesses are charged for the use of broadcasting
facilities of an affiliated company.
(e) Licensing fees are charged by an affiliated company for the use of
certain subscriber technology and software.

The balances of advances, deposits, receivables and payables between the
Acquired MIH Businesses and affiliates are:

<TABLE>
<CAPTION>
March 31,
----------------------------
1997 1996
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Receivables:
M-Net ..................................... $ 1,000 $ 3,028
Orbicom ................................... 3,350 4,946
MIH Holdings .............................. 2,324 2,586
MultiChoice Nigeria ....................... 3,020 --
Other ..................................... 553
-------
$10,247 $10,560
======= =======
Payables:
MIH Limited ............................... $78,527 $48,982
NetHold ................................... -- 15,369
Irdeto .................................... 4,317 3,714
FilmNet ................................... -- 11,827
MultiChoice Belgium N.V. .................. 841 --
Other ..................................... 132 --
------- -------
$83,817 $79,892
======= =======
</TABLE>

F-60
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Notes to the Combined Financial Statements (Continued)

18. Segment and geographic information

The reportable segments of the Acquired MIH Businesses are those that are
based on the Acquired MIH Businesses' method of internal reporting, which
disaggregates its businesses by service/product and by geography. The Acquired
MIH Businesses reportable business segments are pay-television services and
technology. The pay-television business segment is conducted in Africa and the
Middle East and the Mediterranean. The technology business segment consists of
an equity investment in Irdeto, based in The Netherlands. The Acquired MIH
Businesses' operations in the Middle East are accounted for by the equity
method and are, therefore, included in equity in results of joint ventures
below.

The accounting policies of the segments are identical to the accounting
policies described in "Summary of Significant Accounting Policies".

<TABLE>
<CAPTION>
Segmental
1997 (in thousands) Pay television services Technology Total
- ------------------- ---------------------------------- ------------ -------------
Africa
&
The Middle East Mediterranean
----------------- --------------
<S> <C> <C> <C> <C>
SALES
External sales ............................ $306,950 $ 83,873 $ -- $ 390,823
Inter-segment sales ....................... -- 1,075 -- 1,075
-------- --------- ------ ---------
Total revenue ............................. $306,950 $ 84,948 $ -- $ 391,898
======== ========= ====== =========

RESULTS
Operating loss ............................ $ (8,953) $ (15,177) $ -- $ (24,130)
Depreciation and amortization (a) ......... (9,029) (7,162) -- (16,191)
Amortization of program and film
rights ................................... -- (18,796) -- (18,796)
Operating loss is stated before the
following items;
Exchange loss ............................. (1,420) (72) -- (1,492)
Interest expense .......................... (2,384) (5,396) -- (7,780)
Interest income ........................... 3,413 592 -- 4,005
Equity results in associates .............. 2,644 -- -- 2,644
Equity results in joint ventures .......... (1,916) -- 3,060 1,144
Income taxation ........................... (19) (1,139) -- (1,158)

OTHER INFORMATION
Segment assets ............................ 132,995 148,226 5,932 287,153
Investments in equity companies ........... 14,242 -- 3,074 17,316
Other investments ......................... 6,356 -- -- 6,356
Segment liabilities ....................... 116,963 220,780 -- 337,743
Capital expenditure ....................... 7,841 9,808 -- 17,649
</TABLE>

F-61
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Notes to the Combined Financial Statements (Continued)

18. Segment and geographic information--Continued

<TABLE>
<CAPTION>
Segmental
1996 (in thousands) Pay television services Technology Total
- ------------------- ---------------------------------- ------------ -------------
Africa
&
The Middle East Mediterranean
----------------- --------------
<S> <C> <C> <C> <C>
SALES
External sales .................................. $242,340 $ 40,100 $ -- $ 282,440
Inter-segment sales ............................. -- 454 -- 454
-------- --------- ------ ---------
Total revenue ................................... $242,340 $ 40,554 $ -- $ 282,894
======== ========= ====== =========

RESULTS
Operating profit/(loss) ......................... $ 8,945 $ (26,341) $ -- $ (17,396)
Depreciation and amortization (a) ............... (7,171) (2,647) -- (9,818)
Amortization of program and film rights ......... -- (10,123) -- (10,123)
Operating income/(loss) is stated before the
following items;
Exchange gain/(loss) ............................ 206 (233) -- (27)
Interest expense ................................ (1,696) (1,504) -- (3,200)
Interest income ................................. 2,301 -- -- 2,301
Equity results in associates .................... 2,388 -- -- 2,388
Equity results in joint ventures ................ (857) -- (969) (1,826)
Income taxation ................................. (3,543) (340) -- (3,883)

OTHER INFORMATION
Segment assets .................................. 112,008 43,000 1,116 156,124
Investment in equity companies .................. 16,003 -- 631 16,634
Other investments ............................... 4,693 -- -- 4,693
Segment liabilities ............................. 78,564 101,763 188,563
Capital expenditures ............................ $ 8,758 $ 4,264 $ -- $ 13,022
</TABLE>

(a) Excludes amortization of program and film rights included in cost of
providing services.

19. Commitments and contingencies

(a) Loans

MultiChoice Africa is required to lend a joint venture, an amount not
exceeding $1.6 million, which represents 20% of a banking facility available to
fund the acquisition of decoders.

(b) Loss insurance

The Acquired MIH Businesses do not generally carry risk of loss insurance
for injury to others, damage to the property of others, or interruption of
their business operations.

20. Foreign currency management

The currencies of the countries in which the Acquired MIH Businesses'
operate are also their functional currency. For these operations, all gains and
losses from foreign currency transactions are included in current results. The
cumulative translation effects for operations using functional currencies other
than the US dollar are included in Net Deficit.

The Acquired MIH Businesses use foreign currency forward exchange
contracts, which typically expire within one year, to hedge payments of foreign
currencies related to the purchase and sale of goods and services in currencies
other than the functional currency. Realized gains and losses on these
contracts are recognized in the same period as the hedged transactions. The
Acquired MIH Businesses had foreign exchange forward contracts on hand at March
31, 1997, hedging South African rand against the US dollar and the British
pound sterling. The Acquired MIH Businesses do not currently hold or issue
derivative financial instruments for trading purposes.

F-62
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Notes to the Combined Financial Statements (Continued)

20. Foreign currency management--Continued

The contractual amounts, exchange rates and settlement dates of the
outstanding foreign currency forward exchange contracts at March 31, 1997, are
set out below:

<TABLE>
<CAPTION>
Average
exchange Settlement
(thousands) rates Dates
------------- ---------- ------------------------------------
<S> <C> <C> <C>
South African rand/US dollars ......... $26,070 5,06 April 30, 1997 to March 27, 1998
South African rand/ British pound
sterling ............................. $ 1,954 7,12 April 30, 1997 to February 27, 1998
</TABLE>

21. Fair value of financial instruments

The carrying amount of cash and cash equivalents approximates fair value
due to the short maturities of these instruments. The value of long-term debt
is estimated using discounted cash flows based on the Acquired MIH Businesses'
incremental borrowing rates for similar types of borrowings. The value of
foreign currency forward exchange contracts is based on quoted market prices. A
comparison of the carrying value and fair value of these instruments is as
follows:

<TABLE>
<CAPTION>
March 31, 1997 March 31, 1996
-------------------------------- -------------------------------
Carrying Value Fair Value Carrying Value Fair Value
(thousands) (thousands) (thousands) (thousands)
---------------- ------------- ---------------- ------------
<S> <C> <C> <C> <C>
Assets:
Cash and cash equivalents .......... $ 53,908 $ 53,908 $ 15,063 $ 15,063
Receivables ........................ 53,870 53,870 63,280 63,280

Liabilities:
Payables and provision ............. 222,895 222,895 172,503 172,503
Short-term borrowings .............. 23,480 23,480 9,841 9,841
Long-term debt ..................... 91,368 91,368 6,219 6,219

Off-balance-sheet instruments
Forward exchange contracts ......... 28,024 24,610 17,410 18,738
</TABLE>

22. Pension fund
The Acquired MIH Businesses have defined contribution plans covering
employees of most of its subsidiaries. The Acquired MIH Businesses'
contributions under these plans are based primarily on the performance of the
business units and employee compensation. Total contributions amounted to $3.5
million for 1997. (1996: $2.9 million)

23. Postretirement benefits

MultiChoice Africa provides post retirement medical benefits by way of
medical aid contributions. IAS 19 "Retirement Benefit Costs", is effective for
periods beginning after January 1, 1995 and requires recognition of the costs
of such benefits on an accrual basis. MultiChoice Africa recognized its
cumulative actuarially determined liability for postretirement medical benefits
as of April 1, 1995 of $3.9 million. In accordance with IAS 19 and IAS 8, "Net
Profit or Loss for the Period, Fundamental Errors and Changes in Accounting
Policies" the change has been reported retrospectively through an adjustment of
$3.9 million to the opening balance of MultiChoice Africa accumulated results
as of April 1, 1995. During the year ended March 31, 1997, an agreement was
reached with employees of MultiChoice Africa to terminate the postretirement
medical aid benefits plan in exchange for an increase of MultiChoice Africa's
annual contributions to the retirement benefit fund. The provision will be
released to operating results to match the additional contributions to the
retirement benefit plan.

F-63
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Notes to the Combined Financial Statements (Continued)

24. Differences between IAS and United States Generally Accepted Accounting
Principles

The Acquired MIH Businesses' combined financial statements are prepared in
accordance with IAS, which differ in certain respects from accounting
principles generally accepted in the United States ("US GAAP").

As discussed in Note 23, MultiChoice Africa adopted IAS 19 effective April
1, 1995 by recognizing an adjustment to retained earnings. Under US GAAP, SFAS
106 "Employers Accounting for Postretirement Benefits Other Than Pensions", the
effect of adoption is recognized immediately in net income of the period of
change as the effect of a change in accounting principle. Net income under US
GAAP would be as follows:

<TABLE>
<CAPTION>
Year ended March 31,
----------------------------
1997 1996
(thousands) (thousands)
------------- ------------
<S> <C> <C>
Net income--IAS ............................................. $ (26,029) $ (21,529)
Cumulative effect of change in accounting principle ......... -- (3,868)
--------- ---------
Net income--US GAAP ......................................... $ (26,029) $ (25,397)
========= =========
</TABLE>

No other material differences exist between the net loss and total net
deficit as determined under IAS and US GAAP.

Additional disclosure requirements

(a) Certain Risks and Concentrations

The Acquired MIH Businesses are exposed to certain concentrations of
credit risk relating to cash and current investments. The Acquired MIH
Businesses place cash and current investments with high quality institutions.
The Acquired MIH Businesses' policy is designed to limit exposure with any one
institution and to invest its excess cash in low risk investment accounts. The
Acquired MIH Businesses have not experienced any losses on such accounts. As of
March 31, 1997, cash and current investments were held with numerous financial
institutions.

The Acquired MIH Businesses' digital programming is or will be transmitted
to customers through different satellites around the world, and in certain
regions its terrestrial analog signal is also transmitted to regional broadcast
points through satellites. In addition, the Acquired MIH Businesses receive a
significant amount of their programming through satellites. Satellites are
subject to significant risks that may prevent or impair commercial operations.
Although the Acquired MIH Businesses have not experienced any significant
disruption of its transmissions the operation of the satellites is beyond the
control of the Acquired MIH Businesses. Disruption of the transmissions of
satellites could have a material adverse effect on the Acquired MIH Businesses.

(b) Stock based compensation

MIH management and employees participate in the Stock Option Plan (the
"Plan") of MIH Holdings Limited ("MIHH"). Under the Plan MIHH may grant options
to its employees for up to 11.8 million shares of MIHH's common stock. Stock
options may be granted with an exercise price not less than 100% of the market
value of the shares at the time of the grant. One third of the options
generally vest at the anniversary of each of the third, fourth and fifth year
after the grant date of the stock options and expire after ten years. Unvested
shares are subject to cancellation upon expiration or termination of
employment.

<TABLE>
<CAPTION>
1997
---------------------------------------
Weighted average
exercise price
Shares (Rand)
------------- -----------------
<S> <C> <C>
Outstanding at April 1, 1996 .......... 898,423 10.26
Granted ............................... -- --
Exercised ............................. (111,956) 8.64
Forfeited ............................. (51,718) 11.75
-------- -----
Outstanding at March 31, 1997 ......... 734,749 10.40
======== =====
</TABLE>

F-64
<PAGE>

Acquired MIH Businesses
(Predecessor to MIH Limited)
Notes to the Combined Financial Statements (Continued)

24. Differences between IAS and United States Generally Accepted Accounting
Principles --Continued

The following table summarizes information about the stock options
outstanding at March 31, 1997:

<TABLE>
<CAPTION>
Range of Remaining Weighted-average
exercise prices Outstanding as of contractual life exercise price Exercisable as of Weighted average
(Rand) March 31, 1997 (years) (Rand) March 31, 1997 exercise price
- ----------------- ------------------- ------------------ ----------------- ------------------- -----------------
<S> <C> <C> <C> <C> <C>
5.60-8.50 271,618 5.88 6.82 160,557 6.99
8.51-12.50 463,131 7.64 12.50 -- --
</TABLE>

The Acquired MIH Businesses apply Accounting Principles Board ("APB")
Opinion 25, "Accounting for Stock Issued to Employees," and related
Interpretations for purposes of US GAAP in accounting for its plans.
Accordingly, no compensation cost has been recognized for its stock option
plan. Under SFAS No. 123, "Accounting for Stock-Based Compensation," ("SFAS
123"), the compensation cost for the Acquired MIH Businesses is determined
based on the fair value at the grant date of stock options awarded under the
plan. No stock option where granted under the Plan between April 1, 1995, the
effective date of SFAS 123 to be used by the Acquired MIH Businesses for
purposes of calculating the impact of SFAS 123, and March 31, 1997. The
application of SFAS 123 therefore does not have an impact on the reported net
loss of the Acquired MIH Businesses.

F-65
<PAGE>

EXHIBIT D
CERTAIN DEFINITIONS

"Acquired MIH Businesses" means NetHold's pay-television businesses in Africa,
Cyprus, Greece and the Middle East acquired by the Company in the Canal+
Transaction, along with Irdeto.

"AMM" means Asia Multimedia Company Limited, a subsidiary of Telecom Asia.

"baht" means the Thai baht, the functional currency of the Kingdom of Thailand.

"Canal+" means Canal Plus S.A., a leading pay-television operator in Europe.

"Canal+ Transaction" means the March 1997 transaction in which the Company sold
its interest in NetHold to Canal+ in exchange for a 5% equity interest in
Canal+ and all of NetHold's pay-television businesses in Africa, Cyprus, Greece
and the Middle East.

"CBSat" means the China Broadcasting Film and Television Satellite Co. Ltd.

"Cineplex" means Cineplex Company Limited, the programming subsidiary of UBC.

"CNE" means Cable Network Egypt, a terrestrial analog pay-television operator
in Egypt.

"Combined Statements" means the Combined Financial Statements for the Acquired
MIH Businesses.

"Company" means MIH Limited, together with its subsidiaries and joint ventures.

"Consolidated Statements" means the Consolidated Financial Statements of the
Company.

"Condensed Consolidated Statements" means the interim financial statements of
the Company.

"drachma(e)" or "GRD" means Greek drachma(e), the functional currency of
Greece.

"ERT" means Greek Radio Television S.A., the state-owned broadcasting entity in
Greece.

"EU" means the European Union.

"Financial Statements" means the Combined Statements, the Consolidated
Statements and the Condensed Consolidated Statements.

"IAS" means international accounting standards issued by the International
Accounting Standards Committee.

"International Offering" means the offering of Class A Ordinary Shares outside
of the United States and Canada.

"Irdeto" means Irdeto B.V., the holding company for the company's technology
division other than OpenTV.

"Issuer" means MIH Limited, the issuer of the Class A Ordinary Shares offered
hereby.

"Johnnic" means Johnnic (IOM) Limited, a current holder of 9% of the Ordinary
Shares.

"JSE" means the Johannesburg Stock Exchange.

"Lumiere" means Lumiere Television Limited, a Cypriot investor that is the
Company's minority partner in MultiChoice Cyprus.

"M-Cell" means M-Cell Limited, a leading cellular telephone provider in South
Africa.

"M-Net Ltd." means Electronic Media Network Limited, the company that produces
the premium film channel carried by the Company's pay-television services in
Africa.

"M-Web" means M-Web Holdings Limited, the leading Internet service provider in
South Africa.

"MCOT" means the Mass Communications Organization of Thailand, one of the two
primary media regulators in Thailand.

"Memorandum" and "Articles" means the Issuer's Memorandum and Articles of
Association.

"MIH Holdings" means MIH Holdings Limited, the indirect holder of all of the
Class B Ordinary Shares.

D-1
<PAGE>

"MIH Investments" means MIH Investments (Proprietary) Limited, the holder of a
majority of MIH Holdings' shares.

"Mindport" means the Company's technology division, including Irdeto and
OpenTV.

"MTN" means Mobile Telephone Networks (Proprietary) Limited.

"MultiChoice Africa" means MultiChoice Africa (Proprietary) Limited.

"MultiChoice Cyprus" means MultiChoice Cyprus Limited.

"MultiChoice Egypt" means MultiChoice Egypt Limited.

"MultiChoice Hellas" means MultiChoice Hellas S.A.

"MultiChoice Middle East Holdings" means MultiChoice Middle East Holdings Inc.

"MultiChoice Middle East" means MultiChoice Middle East Inc.

"Nasdaq" means the Nasdaq National Market.

"Naspers" means Naspers Limited, a JSE-listed company that owns all of the
voting stock of MIH Investments.

"NetHold" means NetHold B.V., the holding company through which the Company
held its interest in the Acquired MIH Businesses prior to the Canal+
Transaction.

"NetMed" means NetMed B.V. and its subsidiaries, the subsidiaries through which
the Company conducts its pay-television operations in Greece and Cyprus.

"NetMed Hellas" means NetMed Hellas S.A.

"Offerings" means the International Offering and the U.S. Offering.

"OpenTV" means OpenTV, Inc., the Company's subsidiary that produces software
for interactive television.

"Orbicom" means Orbicom (Proprietary) Limited, an affiliate that provides
transmission services.

"Ordinary Shares" means the Class A Ordinary Shares and the Class B Ordinary
Shares.

"Regulation S" means Regulation S promulgated under the Securities Act.

"Richemont" means Richemont S.A.

"RTBA" means the Thai Radio and Television Broadcasting Act of BE 2498 (AD
1955).

"Rule 144" means Rule 144 promulgated under the Securities Act.

"SABC" means the South African Broadcasting Corporation, the state-owned
broadcaster in South Africa.

"Securities Act" means the U.S. Securities Act of 1933.

"SG&A" means selling, general and administrative costs.

"South Africa" means the Republic of South Africa.

"SSIH" means SuperSport International Holdings Limited, the company that
produces the sports channels carried by the Company's pay-television services
in Africa.

"Sub-Saharan Africa" means countries in the sub-Saharan African region
excluding South Africa.

"Syned" means Synergistic Network Development S.A., the signal transmission and
distribution subsidiary of NetMed.

"Telecom Asia" means Telecom Holding Company Limited.

"Thomson" means Thomson Consumer Electronics, Inc.

D-2
<PAGE>

"Thomson Conversion" means the conversion of a $46.2 million note issued to
Thomson into Class A Ordinary Shares at the price shares are sold to the public
in the Offerings.

"TPS" means Television par Satellite, a digital satellite pay-television
operator in France.

"UBC" means United Broadcasting Corporation Public Company Limited, the
Company's Thailand joint venture.

"UBC Cable" means UBC Cable Network Public Company Limited, a subsidiary of
UBC.

"UBC Group" means UBC and its subsidiaries.

"U.S. dollar", "dollar" or "$" means the United States dollar, the functional
currency of the United States of America.

"US GAAP" means generally accepted accounting principles in the United States.

"U.S. Offering" means the offering of Class A Ordinary Shares in the United
States and Canada.

"ZAR" or "rand" means South African rand, the functional currency of the
Republic of South Africa.

D-3
<PAGE>

EXHIBIT G
GLOSSARY OF TECHNICAL TERMS

addressable: A device is addressable if a signal can be transmitted from the
conditional access system to the device instructing it to carry out or cease to
carry out a particular function, for instance, descrambling a signal.

analog: Information is transmitted by varying the phase, amplitude or frequency
of a radio carrier wave with the information that is being transmitted.

bandwidth: The radio frequency spectrum, whether the transmission medium is
physical wire or thin air, can be divided up into any number of "channels".
Each channel takes up a certain amount of space on the frequency spectrum. The
amount of spectrum occupied by the channel is its band width and is usually
measured in Kilohertz (Khz) and Megahertz (MHz). A broader band width can carry
more information.

bouquet: The channels offered by a pay-television provider on a given platform.

broadband: High-capacity transmission capability usually associated with
fibre-optic cable. Generally used when discussing video or TV transmission
systems.

C-band: A frequency range of the electromagnetic spectrum used heavily for
satellite transmission, having an uplink frequency at 6 GHz and a downlink
frequency at 4 GHz.

CA module: Conditional access module. Forms part of the conditional access
system.

CATV: Cable television.

co-axial cable: A cable consisting of insulated center conductor and a
concentric outer conductor. Co-axial cable is used primarily for wideband,
video, or radio-frequency applications.

compression: Technology that reduces or lowers the band width or space required
for transmission or storage of a data set.

conditional access system or CAS: The technology that provides for selective
access to specific services including subscription television services.

decoder: The term given to the device in a signal receiver that receives the
scrambled signal and converts it into a quality audio or visual signal for
listening or viewing.

dedicated line: A transmission circuit which is available at all times
installed between two sites of a private network.

digital: A method of storing, processing, or transmitting information in terms
of binary digits.

digital compression: The process of reducing the number of bits required to
store or transmit information in digital form.

dish: A dish collects signals downlinked from a satellite or concentrates them
for uplinking to the satellite.

downlink: The signal that travels from the satellite down to the receivers on
earth.

DStv: Digital satellite television.

DTH: Direct-to-Home. The generic term used to describe the system of signal
transmission from an earth station to a satellite and then to home for viewing.

encryption: Transforms digital or analog data into a format that is
unintelligible without the proper decryption key.

fiber optic cable: A transmission medium that uses glass or plastic fibers
rather than copper wire to transport data or voice signals.

footprint: The geographic area covered by the beam of a satellite, the outer
edge of which is generally defined as that area where the quality of
communication degrades below an acceptable commercial level.

G-1
<PAGE>

head-end: The source end of a television broadcast system. Head-ends receive
television signals from a variety of sources including satellite or dedicated
line and transmit it through the cable, satellite or terrestrial subscription
networks.

integrated receiver/decoder or IRD: Digital set-top receiver with a built-in
de-scrambler for decoding pay-television services.

Ku-band: A frequency range used for satellite downlink transmissions which
falls within the 12 to 14 GHz range of the electromagnetic spectrum, allowing
use of 27 inch (or 90 cm) or smaller ground dishes.

LMDS: Local, Multipoint Distribution Service. LMDS uses low-power transmitters
to broadcast programming to receiving equipment in homes and businesses.

MPEG II: A set of standards developed by the Moving Pictures Experts Group that
details guidelines for access rates, compression and conditional access.

multichannel, multi-point distribution service or MMDS: Also known as "wireless
cable", MMDS uses high-power transmitters to broadcast programming to receiving
equipment in homes and businesses.

near video-on-demand (VOD): A service on a switched network that allows users
to select individual programmes electronically and watch them instantaneously.

net churn: The percentage of subscribers over a given period who terminate
their subscription, net of former subscribers who reconnect during that period.

pay-per-view: A service which may be offered by subscription TV operators where
subscribers elect to view individual scheduled premium programmes, such as
select movies and sporting events, for a fee.

piracy: Any impersonation, unauthorized browsing, falsification, breach of
copyright, theft of data or disruption of service or control information in a
network.

set-top box: Device used to receive and decode subscription services including
subscription television services for display on television.

scrambler: A device that alters a message at the transmitter to make the
message unintelligible at a receiver not equipped with an appropriate
de-scrambling device.

smart card: A credit card-sized device with embedded processors that provides
entitlement functions and stores decryption keys and digital signatures and
which may be inserted in a set-top box.

subscribers: Viewers who pay a fee for any programming package offered by the
Company.

transponder: A microwave repeater on a satellite that can retransmit a signal
or set of signals.

ultra-high frequency (UHF): Frequencies from 300 MHz to 3000 MHz.

uplink: The signal that travels from the earth transmitting station up to the
receiving station, such as a satellite.

very-high frequency (VHF): Frequencies from 30 MHz to 300 MHz.

wireless cable: Refers to the use of MMDS or LMDS systems for transmission of
subscription TV services.

G-2
<PAGE>

================================================================================

No dealer, salesperson or other individual has been authorized to give any
information or to make any representations not contained in this prospectus in
connection with the offering covered by this prospectus. If given or made, such
information or representations must not be relied upon as having been
authorized by the Company or the Underwriters. This prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the Class A
Ordinary Shares in any jurisdiction where, or to any person to whom, it is
unlawful to make such offer or solicitation. Neither the delivery of this
prospectus nor any sale made hereunder shall, under any circumstances, create
an implication that there has not been any change in the facts set forth in
this prospectus or in the affairs of the Company since the date hereof.
----------------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----------
<S> <C>
Prospectus Summary ............................. 1
Risk Factors ................................... 5
Use of Proceeds ................................ 14
Dividend Policy ................................ 14
Dilution ....................................... 15
The Company .................................... 17
Capitalization ................................. 20
Selected Financial and Operating Data .......... 21
Management's Discussion and Analysis
of Financial Condition and Results of
Operations .................................. 24
Business ....................................... 38
Regulation ..................................... 58
Management ..................................... 62
Certain Transactions ........................... 65
Security Ownership ............................. 66
Description of Capital Stock ................... 67
Shares Eligible for Future Sale ................ 71
Certain United States Federal Income Tax
Consequences ................................ 73
Underwriting ................................... 75
Legal Matters .................................. 78
Independent Accountants ........................ 78
Index to Financial Statements .................. F-1
Certain Definitions ............................ D-1
Glossary of Technical Terms .................... G-1
</TABLE>

Until May 8, 1999, all dealers effecting transactions in the Class A Ordinary
Shares, whether or not participating in this distribution, may be required to
deliver a prospectus. This is in addition to the obligation of dealers to
deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.

================================================================================

9,075,000 Shares

[MIH LOGO]

MIH Limited

Class A Ordinary Shares

-------------------
P R O S P E C T U S
-------------------

Merrill Lynch & Co.

Donaldson, Lufkin & Jenrette

April 13, 1999

================================================================================
<PAGE>

PROSPECTUS

9,075,000 Shares

[MIH LOGO] MIH Limited
Class A Ordinary Shares

----------------

All of the Class A Ordinary Shares offered hereby are being sold by MIH
Limited (the "Issuer" and, together with its subsidiaries and joint ventures,
the "Company"). Of the Class A Ordinary Shares offered hereby, 4,537,500 shares
are being offered outside the United States and Canada (the "International
Offering") and 4,537,500 shares are being offered in the United States and
Canada (the "U.S. Offering" and, together with the International Offering, the
"Offerings"). The initial public offering price per share and the underwriting
discount per share are identical for both Offerings. See "Underwriting".

The Class A Ordinary Shares have been approved for listing on the Nasdaq
National Market (the "Nasdaq") and the Amsterdam Stock Exchange under the
symbol "MIHL".

See "Risk Factors" beginning on page 5 for a discussion of certain factors
that should be considered by prospective purchasers of the Class A Ordinary
Shares offered hereby.

----------------

<TABLE>
<CAPTION>
======================================================================================
Price to Underwriting Proceeds to
Public Discount (1) Issuer (2)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Class A Ordinary Share ......... $ 18.00 $ 1.26 $ 16.74
- --------------------------------------------------------------------------------------
Total(3) ........................... $163,350,000 $11,434,500 $151,915,500
======================================================================================
</TABLE>

(2) Before deducting expenses payable by the Issuer estimated at $3,750,000.

(3) The Issuer has granted to the International Managers (as defined herein)
and the U.S. Underwriters (as defined herein) options, exercisable within
30 days after the date of this Prospectus, to purchase up to an additional
680,000 and 680,000 Class A Ordinary Shares, respectively, solely to cover
over-allotments, if any. If such options are exercised in full, the total
Price to Public, Underwriting Discount and Proceeds to the Issuer will be
$187,830,000, $13,148,100 and $174,681,900, respectively. Pursuant to the
Intersyndicate Agreement (as defined herein), the International Managers
and the U.S. Underwriters are also permitted to sell Class A Ordinary
Shares to each other for purposes of resale at the public offering price,
less an amount not greater than the selling concession. See
"Underwriting".
----------------

----------------

Merrill Lynch International Donaldson, Lufkin & Jenrette
MeesPierson N.V.
----------------
The date of this Prospectus is April 13, 1999.

<PAGE>

UNDERWRITING

Subject to the terms and conditions set forth in an international purchase
agreement (the "International Purchase Agreement") among the Issuer and each of
the underwriters named below (the "International Managers") and concurrently
with the sale of Class A Ordinary Shares to the U.S. Underwriters (as defined
below), the Issuer has agreed to sell to each of the International Managers,
and each of the International Managers for whom Merrill Lynch International
("Merrill Lynch"), DLJ International Securities and MeesPierson N.V. are acting
as representatives (the "International Representatives"), has severally agreed
to purchase from the Issuer, the number of Class A Ordinary Shares set forth
opposite its name below.

<TABLE>
<CAPTION>
Number
of Class A
International Managers Ordinary Shares
- ---------------------- ---------------
<S> <C>
Merrill Lynch International .................................. 2,314,125
DLJ International Securities ................................. 1,542,750
MeesPierson N.V. ............................................. 680,625
---------
Total ................................................... 4,537,500
=========
</TABLE>

The Issuer has also entered into a U.S. purchase agreement (the "U.S.
Purchase Agreement" and, together with the International Purchase Agreement,
the "Purchase Agreements") with certain underwriters in the United States and
Canada (the "U.S. Underwriters" and, together with the International Managers,
the "Underwriters") for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Donaldson, Lufkin & Jenrette Securities Corporation are acting as
representatives (the "U.S. Representatives," and together with the
International Representatives, the "Representatives"). Subject to the terms and
conditions set forth in the U.S. Purchase Agreement, and concurrently with the
sale of 4,537,500 Class A Ordinary Shares to the International Managers
pursuant to the International Purchase Agreement, the Issuer has agreed to sell
to the U.S. Underwriters, and the U.S. Underwriters severally have agreed to
purchase, an aggregate of 4,537,500 Class A Ordinary Shares. The public
offering price per Class A Ordinary Share and the underwriting discount per
Class A Ordinary Share are identical under the International Purchase Agreement
and the U.S. Purchase Agreement.

In each Purchase Agreement, the several International Managers and the
several U.S. Underwriters, respectively have agreed, subject to the terms and
conditions set forth in such Purchase Agreement, to purchase all the Class A
Ordinary Shares offered in the International Offering and the U.S. Offering,
respectively, if any are purchased.

The Class A Ordinary Shares are offered by the several Underwriters,
subject to prior sale, when, as and if issued to and accepted by them, subject
to approval of certain legal matters by counsel for the Underwriters and
certain other conditions. The Underwriters reserve the right to withdraw,
cancel or modify such offer and to reject orders in whole or in part. In the
event of default by an Underwriter, the Purchase Agreement provides that, in
certain circumstances, purchase commitments of the nondefaulting Underwriters
may be increased or the Purchase Agreement may be terminated. The sale of Class
A Ordinary Shares to the U.S. Underwriters is conditioned upon the sale of
Class A Ordinary Shares to the International Managers, and vice versa.

The International Managers and the U.S. Underwriters have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") that provides for the
coordination of their activities. Pursuant to the Intersyndicate Agreement, the
International Managers and the U.S. Underwriters are permitted to sell Class A
Ordinary Shares to each other for purposes of resale at the public offering
price set forth on the cover page of this Prospectus, less an amount not
greater than the selling concession. Under the terms of the Intersyndicate
Agreement, the U.S. Underwriters and any dealer to whom they sell Class A
Ordinary Shares will not sell or offer to sell Class A Ordinary Shares to
persons who are non-U.S. or non-Canadian persons or to persons they believe
intend to resell to persons who are non-U.S. or non-Canadian persons, and the
International Managers and any dealer to whom they sell Class A Ordinary Shares
will not sell or offer to sell Class A Ordinary Shares to U.S. persons or
Canadian persons or to persons they believe intend to resell to U.S. persons or
Canadian persons, except, in each case, for transactions pursuant to the
Intersyndicate Agreement. Any U.S. Underwriters and International Managers who
purchase from each other for the purpose of resale will be deemed an
"underwriter" under the Securities Act.

The International Representatives have advised the Issuer that the
International Managers propose initially to offer the Class A Ordinary Shares
to the public at the public offering price set forth on the cover page of this

75
<PAGE>

Prospectus, and to certain dealers at such price less a concession not in
excess of $.756 per Class A Ordinary Share. After the Offerings, the public
offering price and concession may be changed.

The Issuer, its directors, executive officers and shareholders have
agreed, subject to certain exceptions, not to directly or indirectly (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for
the sale of, or otherwise dispose of or transfer any Ordinary Shares or any
securities convertible into or exchangeable or exercisable for any Ordinary
Shares, or request the filing of any registration statement under the
Securities Act, with respect to any of the foregoing or (ii) enter into any
swap or any other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of Ordinary
Shares, whether any such swap transaction is to be settled by delivery of the
Ordinary Shares or other securities, in cash or otherwise without the prior
written consent of Merrill Lynch, on behalf of the Underwriters, for a period
of 180 days after the date of this Prospectus. Each of MIH (BVI) Limited, SSIH,
Johnnic and Thomson have also agreed to substantial restrictions on their
ability to dispose of shares during the period between 180 days and one year
after the date of this Prospectus.

The Issuer has granted an option to the International Managers,
exercisable for 30 days after the date of this Prospectus, to purchase up to an
aggregate of 680,000 additional Class A Ordinary Shares at the public offering
price set forth on the cover page of this Prospectus, less the underwriting
discount. The International Managers may exercise this option only to cover
over-allotments, if any, made on the sale of the Class A Ordinary Shares
offered hereby. To the extent that the International Managers exercise this
option, each International Manager will be obligated, subject to certain
conditions, to purchase a number of additional Class A Ordinary Shares
proportionate to such International Manager's initial amount reflected in the
foregoing table. The Issuer has also granted an option to the U.S.
Underwriters, exercisable for 30 days after the date of this Prospectus, to
purchase up to an additional 680,000 Class A Ordinary Shares to cover
over-allotments, if any, on terms similar to those granted to International
Managers.

The Issuer has agreed to indemnify the International Managers and the U.S.
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the Underwriters may be required
to make in respect thereof.

Until the distribution of the Class A Ordinary Shares is completed, rules
of the Securities and Exchange Commission may limit the ability of the U.S.
Underwriters and certain selling group members to bid for and purchase the
Class A Ordinary Shares. As an exception to these rules, the U.S.
Representatives are permitted to engage in certain transactions that stabilize
the price of the Class A Ordinary Shares. Such transactions consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of the
Class A Ordinary Shares.

The U.S. Representatives may also impose a penalty bid on certain
Underwriters and selling group members. This means that if the Representatives
purchase Class A Ordinary Shares in the open market to reduce the Underwriters'
short position or to stabilize the price of the Class A Ordinary Shares, they
may reclaim the amount of the selling concession from the Underwriters and
selling group members who sold those shares as part of the Offering.

Neither the Issuer nor any of the U.S. Underwriters makes any
representation or prediction, however, as to the direction or magnitude of any
effect that the transactions described above may have on the price of the Class
A Ordinary Shares. In addition, neither the Issuer nor any of the Underwriters
makes any representation that the Representatives will engage in such
transaction or that such transactions, once commenced, will not be discontinued
without notice.

76
<PAGE>

Each International Manager agrees that (a) it has not offered or sold and,
for a period of six months following consummation of the Offerings, will not
offer or sell any Class A Ordinary Shares to persons in the United Kingdom
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes
of their businesses or otherwise in circumstances which do not constitute an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995, (b) it has complied with and will comply
with all applicable provisions of the Public Offers of Securities Regulations
1995 and the Financial Services Act 1986 with respect to anything done by it in
relation to the Class A Ordinary Shares in, from, or otherwise involving the
United Kingdom and (c) it has only issued or passed on and will only issue or
pass on in the United Kingdom any document received by it in connection with
the issue or sale of the Class A Ordinary Shares to a person who is of a kind
described in Article 11 (3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 (as amended) or to a person to whom the
document may otherwise lawfully be issued or passed on.

The Class A Ordinary Shares have been approved for listing on the Nasdaq
and the Amsterdam Stock Exchange under the symbol "MIHL".

The Underwriters do not intend to confirm sales of Class A Ordinary Shares
offered hereby to any accounts over which they exercise discretionary
authority.

77
<PAGE>

ADDITIONAL INFORMATION

The following table sets forth the costs and expenses, other than the
underwriting discount, payable by the Registrant in connection with the sale of
Ordinary Shares being registered. All amounts are estimates except the SEC
registration fee and the NASD filing fee.

<TABLE>
<CAPTION>
Amounts to
be Paid
-------------
<S> <C>
SEC registration fee ........................................... $ 49,563
NASD filing fee ................................................ $ 18,329
Nasdaq National Market listing fee ............................. $ 95,000
Amsterdam Stock Exchange listing fee ........................... $ 5,000
Printing, mailing and engraving expenses ....................... $ 300,000
Legal fees and expenses ........................................ $1,500,000
Accounting fees and expenses ................................... $1,550,000
Transfer agent and registrar fees .............................. $ 15,000
Miscellaneous expenses ......................................... $ 217,108
Total .......................................................... $3,750,000
</TABLE>

A copy of this Prospectus, including the Financial Statements, and the
Memorandum and Articles are available for inspection at the offices of
MeesPierson N.V., Rokin 55, 1012 KK, Amsterdam, The Netherlands, tel: +31 (0)20
527 2467, fax: +31 (0)20 527 1928.

The issuance of the Class A Ordinary Shares being offered by the Issuer in
the Offerings was authorized, and the preemptive rights of the existing
shareholders were excluded, by resolutions of the Board of Directors of the
Issuer on February 10, 1999 and March 23, 1999.

Other than as disclosed herein, there has been no material adverse change
in the financial condition or results of operations of the Company since March
31, 1998.

The Issuer, having made all reasonable enquiries, confirms that, to the
best of its knowledge and belief as of the date hereof, the information
contained in this prospectus relating to the Company, is accurate and this
prospectus does not omit to state any material fact the omission of which would
make any such information misleading. The Issuer is responsible for the
accuracy and the completeness of the information contained in this prospectus.

78
<PAGE>

CERTAIN NETHERLANDS TAX CONSEQUENCES

The overview of certain Netherlands taxes set forth below is only intended
for individuals and corporate entities resident in the Netherlands who invest
in Ordinary Shares of the Issuer. This overview describes the tax consequences
that will generally apply to such investors under the Netherlands tax laws in
force and in effect as of the date hereof, and is subject to changes in
Netherlands law, including changes that could have retroactive effect. Not
every potential tax consequence of such investment under the laws of the
Netherlands will be addressed. It is therefore recommended that each investor
consults his own tax adviser with respect to the tax consequences of an
investment in the Ordinary Shares.

Individual and Corporate Income Tax

Individuals Not Engaged in an Enterprise

As a general rule, an individual who is resident or deemed to be resident
in the Netherlands ("Netherlands resident individual") and who holds Ordinary
Shares ("Netherlands Ordinary Shareholder") that are not attributable to an
enterprise carried on by or on behalf of such resident, is subject to income
tax at progressive rates on distributions made by the Issuer as well as on
certain distributions deemed made by the Issuer as described below.

Distributions to Netherlands Ordinary Shareholders. Distributions by the
Issuer made to Netherlands Ordinary Shareholders who are subject to Netherlands
income tax include, but are not limited to:

(i) distributions in cash or in kind, deemed and constructive
distributions and repayments of paid-in capital not recognized
for Netherlands income tax purposes; and

(ii) liquidation proceeds, proceeds of redemption of Ordinary Shares
or, as a rule, consideration for the repurchase (buy-back) of
Ordinary Shares by the Issuer in excess of the average paid-in
capital recognized for Netherlands income tax purposes.

Capital gains. Capital gains realized on the disposition of the Ordinary
Shares by a Netherlands resident individual are generally exempt from
Netherlands income tax if (i) the individual does not have a substantial
interest as defined below and if (ii) the Ordinary Shares are not attributable
to an enterprise carried on by or on behalf of such individual. See
"Individuals Engaged in an Enterprise, Companies and Other Entities" below.

Substantial interest. A Netherlands resident individual will be subject to
tax (generally at a rate of 25%) with respect to any dividend (deemed or
actual) derived from, and any gain (deemed or actual) realized on the disposal
(deemed or actual) of, the Ordinary Shares if such holder has a substantial
interest (deemed or actual) in the Issuer. Generally, a holder of Ordinary
Shares will not have a substantial interest in the Issuer if he, his spouse,
certain other relatives (including foster children) or certain persons sharing
his household, do not hold, alone or together, whether directly or indirectly,
the ownership of, or certain other rights over, Ordinary Shares representing
five percent or more of the total issued and outstanding capital (or the issued
and outstanding capital of any class of Ordinary Shares) of the Issuer, or
rights to acquire Ordinary Shares, whether or not already issued, that
represent at any time (and from time to time) five percent or more of the total
issued and outstanding capital (or the issued and outstanding capital of any
class of Ordinary Shares) of the Issuer or the ownership of certain profit
participating certificates that relate to five percent or more of the annual
profit of the Issuer and/or to five percent or more of the liquidation proceeds
of the Issuer. A deemed substantial interest is present if (part of) a
substantial interest has been disposed of, or is deemed to have been disposed
of, on a non-recognition basis.

Individuals Engaged in an Enterprise, Companies and Other Entities

Netherlands resident individuals who own Ordinary Shares that are
attributable to an enterprise carried on by or on behalf of such individuals,
and companies or other entities, subject to Netherlands corporate income tax,
that are resident in the Netherlands for Netherlands tax purposes and that own
Ordinary Shares, are generally subject to income tax or corporate income tax
with respect to distributions made by the Issuer as well as with respect to
certain distributions deemed made by the Issuer and with respect to any gain
realized on the disposal of the Ordinary Shares.

Netherlands Qualifying Pension Funds and Investment Institutions
("Beleggingsinstellingen")

A Netherlands qualifying pension fund is not subject to corporate income
tax. Furthermore, qualifying Netherlands resident investment institutions are
subject to corporate income tax at a special rate of 0 percent.

79
<PAGE>

Net Wealth Tax

Netherlands resident individuals are subject to Netherlands net wealth tax
on the basis of their world-wide net wealth, which includes the fair market
value of the Ordinary Shares.

Gift, Estate and Inheritance Taxes

Gift, estate and inheritance taxes will arise in the Netherlands with
respect to an acquisition of Ordinary Shares by way of a gift by, or on the
death of, a holder of Ordinary Shares who is resident or deemed to be resident
of the Netherlands.

For purposes of Netherlands gift, estate and inheritance taxes, an
individual who holds the Netherlands nationality will be deemed to be resident
in the Netherlands if he has been resident in the Netherlands at any time
during the ten years preceding the date of the gift or his death. Furthermore,
for purposes of Netherlands gift tax, an individual not holding the Netherlands
nationality will be deemed to be resident in the Netherlands if he has been
resident in the Netherlands at any time during the twelve months preceding the
date of the gift.

Other Taxes and Duties

No Netherlands capital tax, registration tax, transfer tax, stamp duty or
any other similar documentary tax or duty will be payable in the Netherlands in
respect of or in connection with the subscription, issue, placement, allotment
or delivery of the Ordinary Shares.

PROSPECTIVE INVESTORS SHOULD CONSULT LEGAL AND TAX ADVISORS IN THE
COUNTRIES OF THEIR CITIZENSHIP, RESIDENCE AND DOMICILE TO DETERMINE THE
POSSIBLE TAX CONSEQUENCES OF PURCHASING, HOLDING AND REDEEMING ORDINARY SHARES
UNDER THE LAWS OF THEIR RESPECTIVE JURISDICTION.

80
<PAGE>

LEGAL MATTERS

INDEPENDENT ACCOUNTANTS

<PAGE>

================================================================================

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----------
<S> <C>
Prospectus Summary ............................. 1
Risk Factors ................................... 5
Use of Proceeds ................................ 14
Dividend Policy ................................ 14
Dilution ....................................... 15
The Company .................................... 17
Capitalization ................................. 20
Selected Financial and Operating Data .......... 21
Management's Discussion and Analysis of
Financial Condition and Results of
Operations .................................. 24
Business ....................................... 38
Regulation ..................................... 58
Management ..................................... 62
Certain Transactions ........................... 65
Security Ownership ............................. 66
Description of Capital Stock ................... 67
Shares Eligible for Future Sale ................ 71
Certain United States Federal Income Tax
Consequences ................................ 73
Underwriting ................................... 75
Additional Information ......................... 78
Certain Netherlands Tax Consequences ........... 79
Legal Matters .................................. 81
Independent Accountants ........................ 81
Index to Financial Statements .................. F-1
Certain Definitions ............................ D-1
Glossary of Technical Terms .................... G-1
</TABLE>

================================================================================

9,075,000 Shares

[MIH LOGO]

MIH Limited

Class A Ordinary Shares

-------------------
P R O S P E C T U S
-------------------

Merrill Lynch International

Donaldson, Lufkin & Jenrette

MeesPierson N.V.

April 13, 1999

================================================================================