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Distribution of Annual Report 2023 and Update Regarding Annual General Meeting

Published: 2023-06-27 09:31:19 ET
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                                      PROSUS N.V.
                            (Incorporated in the Netherlands)
                    (Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
                                   ISIN: NL0013654783
                      Euronext Amsterdam and JSE share code: PRX
                                     (“the company”)

 DISTRIBUTION OF ANNUAL REPORT 2023 AND UPDATE REGARDING ANNUAL
                         GENERAL MEETING

Distribution of annual report 2023

Shareholders are advised that the company’s annual report (including consolidated annual
financial statements) for the year ended 31 March 2023 will be available on the company’s
website, www.prosus.com, this morning, Tuesday, 27 June 2023.

The summarised consolidated financial statements together with additional supporting
information for the annual report will also be published on the website, www.prosus.com,
together with the annual report.

Update regarding the annual general meeting 2023

The notice of the hybrid annual general meeting, including the agenda with explanatory
notes, together with the power of attorney, will be made available on the company’s
website at www.prosus.com at a later date. The annual general meeting is expected to be
held at 14:00 on Wednesday, 23 August 2023.

Further shareholders are advised that the company’s board of directors recommends that,
in total, shareholders receive a distribution (in the form of a capital repayment for holders
of ordinary shares N and a dividend for holders of ordinary shares B and ordinary shares
A1) of approximately €175m, which currently represents an increase of approximately 7%
for free-float shareholders. Holders of ordinary shares B and ordinary shares A1 will receive
an amount per share equal to their economic entitlement as set out in the articles of
association. Furthermore, the board recommends that those holders of ordinary shares N
as at 3 November 2023 (the dividend record date) who do not wish to receive a capital
repayment, can choose to receive a dividend instead. A choice for one option implies an
opt-out from the other. If confirmed by shareholders at the annual general meeting on 23
August 2023, elections to receive a dividend instead of a capital repayment will need to
be made by holders of ordinary shares N by 20 November 2023. More information
regarding the distribution will be published in the notice of annual general meeting.

Capital repayments and dividends will be payable to shareholders recorded in our books
on the dividend record date and paid on 28 November 2023. Capital repayments will be
paid from qualifying share capital for Dutch tax purposes. No dividend withholding tax will
be withheld on the amounts of capital reductions paid to shareholders. However, if holders
of ordinary shares N rather elect to receive a dividend from retained earnings, dividends
will be subject to the Dutch dividend withholding tax rate of 15%.

Dividends payable to holders of ordinary shares N who elect to receive a dividend and who
hold their listed ordinary shares N through the listing of the company on the JSE will, in
addition to the 15% Dutch dividend withholding tax, be subject to South African dividend
tax at a rate of up to 20%. The amount of additional South African dividend tax will be
calculated by deducting from the 20%, a rebate equal to the Dutch dividend tax paid in
respect of the dividend (without right of recovery). Shareholders holding their listed
ordinary shares N through the listing of the company on the JSE, unless exempt from


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paying South African dividend tax or entitled to a reduced withholding tax rate in terms of
an applicable tax treaty, will be subject to a maximum of 20% South African dividend tax.

AMSTERDAM, THE NETHERLANDS
27 June 2023

Euronext listing agent
ING Bank N.V.

Euronext paying agent
ABN AMRO Bank N.V.

JSE Sponsor
Investec Bank Limited


Enquiries

Investor Enquiries                                                       +1 347-210-4305

Eoin Ryan, Head of Investor Relations

Media Enquiries                                                          +31 6 15494359

Charlie Pemberton, Communications Director


About Prosus

Prosus is a global consumer internet group and one of the largest technology investors in the world. Operating and investing globally in
markets with long-term growth potential, Prosus builds leading consumer internet companies that empower people and enrich
communities.

The group is focused on building meaningful businesses in the online classifieds, food delivery, payments and fintech, and education
technology sectors in markets including India and Brazil. Through its ventures team, Prosus invests in areas including health, logistics,
blockchain, and social commerce. Prosus actively seeks new opportunities to partner with exceptional entrepreneurs using technology to
improve people’s everyday lives.

Every day, billions of customers use the products and services of companies that Prosus has invested in, acquired or built, including
99minutos, Airmeet, Aruna, AutoTrader, Autovit.ro, Azos, BandLab, Bibit, Bilt, Biome Makers, Borneo, Brainly, BUX, BYJU'S, Bykea, Captain
Fresh, Codecademy, Collective Benefits, Creditas, DappRadar, DeHaat, Detect Technologies, dott, EduMe, ElasticRun, eMAG, Endowus,
Eruditus, EVERY, Facily, Fashinza, Flink, Foodics, Good Glamm Group, GoodHabitz, GoStudent, Honor, iFood, Imovirtual, Klar, Kovi, LazyPay,
letgo, Luno, Mensa Brands, Meesho, merXu, Movile, Oda, OLX, Otodom, OTOMOTO, Oxford Ionics, PaySense, PayU, Pharmeasy, Platzi,
Property24, Quick Ride, Red Dot Payment, Republic, Sharebite, Shipper, ShopUp, SoloLearn, Stack Overflow, Standvirtual, Superside, Swiggy,
Thndr, Tonik, Ula, Urban Company, Virgio, Vegrow, watchTowr, and Wayflyer.

Hundreds of millions of people have made the platforms of Prosus’s associates a part of their daily lives. For listed companies where we
have an interest, please see: Tencent, Delivery Hero, Remitly, Trip.com, Udemy, Skillsoft, and SimilarWeb.

Today, Prosus companies and associates help improve the lives of more than two billion people around the world.

Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary listings on the Johannesburg Stock Exchange (XJSE:PRX) and
a2X Markets (PRX.AJ). Prosus is majority-owned by Naspers.

For more information, please visit www.prosus.com.




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