Prosus N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
AEX and JSE Share Code: PRX ISIN: NL0013654783
(Prosus)

REMOVAL OF THE CROSS-HOLDING STRUCTURE UPDATE: PUBLICATION OF THE
NOTICE OF ANNUAL GENERAL MEETING AND NASPERS CIRCULAR

Publication of the Naspers AGM Notice and Naspers Circular

Prosus shareholders (Prosus Shareholders) are referred to the joint announcement published
by Prosus and Naspers Limited (Naspers) on 27 June 2023 (the Transaction Announcement)
regarding Naspers's and Prosus's intention to implement a proposed transaction in terms of
which the cross-holding structure between Naspers and Prosus will be removed (the Proposed
Transaction). Capitalised terms not defined in this announcement shall have the meaning given
to such terms in the Transaction Announcement.

Prosus Shareholders are advised that Naspers has today, on Wednesday, 26 July 2023, published
a circular providing the shareholders of Naspers (Naspers Shareholders) with further
information pertaining to the implementation of the Proposed Transaction insofar as it relates to
Naspers (the Naspers Circular). The Naspers Circular accompanies the notice that convenes
the virtual annual general meeting of Naspers Shareholders to be held at 14:00 SAST on
Thursday, 24 August 2023 (the Naspers AGM), which has also been published and posted to
Naspers Shareholders today, on Wednesday, 26 July 2023 (the Naspers AGM Notice). The
Naspers AGM Notice, and the accompanying Naspers Circular are available on Naspers’s website
at www.naspers.com/investors/shareholder-centre/shareholder-meetings.

The shareholder resolutions that must be approved by the Naspers Shareholders in order to
implement the Proposed Transaction, insofar as it relates to Naspers, are set out in the Naspers
AGM Notice. Voting on the shareholder resolutions necessary to implement the Proposed
Transaction, insofar as it relates to Naspers, will consequently take place at the Naspers AGM.

Update on the Proposed Transaction

As set out in the announcement made by Prosus on Wednesday, 12 July 2023, voting on the
shareholder resolutions required to implement the Proposed Transaction, insofar as it relates to
Prosus, will take place at the hybrid annual general meeting of Prosus Shareholders to be held
at 14:00 CET on Wednesday, 23 August 2023, at The Warehouse, Generaal Vetterstraat 51-A,
1059 BT Amsterdam, the Netherlands. Prosus will, in any event, ensure virtual access to the
hybrid annual general meeting in a manner consistent with the arrangements for a virtual
meeting.      For    further   information,    please   refer    to   Prosus’    website      at
www.prosus.com/investors/shareholder-centre/shareholder-meetings.

The removal of the cross-holding structure between Naspers and Prosus pursuant to the
Proposed Transaction is subject to the approval of Prosus Shareholders and Naspers
Shareholders of the requisite shareholder resolutions.

Subject to obtaining the requisite approvals of Prosus Shareholders and Naspers Shareholders,
further details pertaining to the implementation of the Proposed Transaction, including the
applicable salient dates and times for implementation and the entitlement ratio of the Prosus
Capitalisation Issue, will be outlined in an announcement to be released by Prosus following the
Naspers AGM.
Amsterdam, the Netherlands
26 July 2023

JSE sponsor to Prosus
Investec Bank Limited
International Legal Advisor: Allen & Overy LLP
Legal Advisor: Webber Wentzel


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.

Disclaimer

Shareholders should note that the Naspers Board and Prosus Board each reserve the right, in their sole
discretion, to decide not to proceed with the Proposed Transaction and, as such, the Proposed Transaction
may or may not proceed.

This announcement is for information purposes only and is not intended to, and does not constitute or form
part of, any offer to sell or otherwise dispose of, or the solicitation of an offer to buy, otherwise acquire or
subscribe for, securities in or into any jurisdiction, including, but not limited to, the United States, and
neither this document nor anything herein nor any copy thereof may be taken into or distributed, directly
or indirectly, in or into any jurisdiction in which to do so would be prohibited by applicable law.

The securities referred to in this announcement have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold, directly or
indirectly, in or into the United States absent registration under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Naspers and Prosus have not been and will not be registered under the U.S. Investment Company Act of
1940, as amended (the "Investment Company Act"), and holders of any of the securities referred to
herein will not be afforded the protections of the Investment Company Act.
The information contained in this announcement does not constitute or form a part of any offer to the public
for the sale of, or subscription for, or an invitation, advertisement, or the solicitation of an offer to purchase
and/or subscribe for, securities as defined in and/or contemplated by the South African Companies Act, No.
71 of 2008 ("South African Companies Act"). Accordingly, this announcement does not, nor does it
intend to, constitute a “registered prospectus” or an advertisement relating to an offer to the public, as
contemplated by the South African Companies Act and no prospectus has been, or will be, filed with the
South African Companies and Intellectual Property Commission in respect of this announcement.

The information contained in this announcement constitutes factual information as contemplated in Section
1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended
("FAIS Act") and should not be construed as an express or implied recommendation, guide or proposal
that any particular transaction in respect of the Prosus Ordinary Shares N and/or Naspers N Ordinary Shares
or in relation to the business or future investments of Prosus and/or Naspers, is appropriate to the particular
investment objectives, financial situations or needs of a prospective investor, and nothing contained in this
announcement should be construed as constituting the canvassing for, or marketing or advertising of,
financial services in South Africa. Prosus is not a financial services provider licensed as such under the FAIS
Act.

In member states of the European Economic Area (“EEA”) (each, a “Relevant Member State”) no action
has been undertaken or will be undertaken to make an offer to the public of securities.

This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation and
has not been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële
Markten). For these purposes, the expression “Prospectus Regulation” means Regulation 2017/1129/EU
(and amendments thereto) and includes any relevant implementing measure in the Relevant Member State.

The release, publication, or distribution of this announcement in jurisdictions other than South Africa may
be restricted by law and therefore persons into whose possession this announcement comes should inform
themselves about, and observe, any applicable restrictions or requirements. Any failure to comply with
such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, Prosus and Naspers disclaim any responsibility or liability for the
violation of such requirements by any person.

It is the responsibility of each Shareholder (including, without limitation, nominees, agents and trustees
for such persons) wishing to receive this announcement to satisfy themselves as to the full observance of
the applicable laws of any relevant territory, including obtaining any requisite governmental or other
consents, observing any other requirements or formalities and paying any issue, transfer or other taxes
due in such territories.

Shareholders should have regard to the Naspers Circular and Notice, which contain information in respect
of the Proposed Transaction in relation to Naspers.

Nothing contained in this announcement constitutes, or is intended to constitute, investment, tax, legal,
accounting, or other professional advice.

Forward-looking statements

This announcement contains statements about Prosus and/or Naspers that are, or may be, forward-looking
statements. All statements (other than statements of historical fact) are, or may be deemed to be, forward-
looking statements, including, without limitation, those concerning: strategy; the economic outlook for the
industries in which Prosus and/or Naspers operates or invests as well as markets generally; production;
cash costs and other operating results; growth prospects and outlook for operations and/or investments,
individually or in the aggregate; liquidity, capital resources and expenditure, statements in relation to the
approval by shareholders or implementation of the Proposed Transaction and/or the benefits of the
Proposed Transaction. These forward-looking statements are not based on historical facts, but rather reflect
current expectations concerning future results and events and generally may be identified by the use of
forward-looking words or phrases such as "believe", "aim", "expect", "anticipate", "intend", "foresee",
"forecast", "likely", "should", "planned", "may", "estimated", "potential" or similar words and phrases.
Examples of forward-looking statements include statements regarding a future financial position or future
profits, cash flows, corporate strategy, implementation of the Proposed Transaction and/or the benefits of
the Proposed Transaction, anticipated levels of growth, estimates of capital expenditures, acquisition and
investment strategy, expansion prospects or future capital expenditure levels and other economic factors,
such as, among others, growth, and interest rates.
By their nature, forward-looking statements involve known and unknown risks and uncertainties because
they relate to events and depend on circumstances that may or may not occur in the future. Prosus and
Naspers caution that forward-looking statements are not guarantees of future performance. Actual results,
financial and operating conditions, returns and the developments within the industries and markets in which
Prosus and/or Naspers operates and/or invests may differ materially from those made in, or suggested by,
the forward-looking statements contained in this announcement. All these forward-looking statements are
based on estimates, predictions, and assumptions, as regards Prosus or Naspers, all of which estimates,
predictions and assumptions, although Prosus and Naspers believe them to be reasonable, are inherently
uncertain and may not eventuate or eventuate in the manner Prosus and Naspers expect. Factors which
may cause the actual results, performance, or achievements to be materially different from any future
results, performance or achievements expressed or implied in those statements or assumptions include
matters not yet known to Prosus and Naspers or not currently considered material by Prosus and Naspers.

Shareholders should keep in mind that any forward-looking statement made in this announcement or
elsewhere is applicable only at the date on which such forward-looking statement is made. New factors
that could cause the business of Prosus or Naspers not to develop as expected may emerge from time to
time and it is not possible to predict all of them. Further, the extent to which any factor or combination of
factors may cause actual results, performance, or achievement to differ materially from those contained in
any forward-looking statement is not known. Prosus and Naspers have no duty to, and does not intend to,
update, or revise the forward-looking statements contained in this announcement or any other information
herein, except as may be required by law. Any forward-looking statement has not been.