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PROSUS N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
ISIN: NL0013654783
Euronext Amsterdam and JSE Share code: PRX
(Prosus or the Company)
RESULTS OF ANNUAL GENERAL MEETING
Amsterdam, 23 August 2023 – Prosus N.V. (Prosus) (AEX and JSE: PRX) The annual general meeting
(AGM) of the shareholders of Prosus was held today.
Shareholders are advised that all resolutions set out in the notice of the AGM were passed by the requisite
majority of shareholders represented at the AGM and adopted, including all the resolutions required to
implement the proposed transaction to remove the cross-holding structure between Naspers Limited and
Prosus that was announced on Tuesday, 27 June 2023 (the Proposed Transaction). Further
information regarding the implementation of the Proposed Transaction will be provided to shareholders
in the announcement to be released by the Company in due course.
We note that the issued share capital of Prosus as at the record date was as follows:
Nominal Number of
Issued Authorised
Class of share value votes
share capital share capital
per share per share
Ordinary Share N EUR0.05 1 1 851 020 628 5 000 000 000
(N shares)
Ordinary Share A1 EUR0.05 1 4 456 650 10 000 000
(A shares)
Ordinary Share B EUR0.05 1 1 128 507 756 3 000 000 000
(B shares)
38 354 184 ordinary shares N were held in treasury by the Company as at the record date. Therefore,
the number of ordinary shares that could have been voted at the meeting: 2 945 630 850. The total
number of ordinary shares represented at the meeting was: 2 790 444 507 which is 94.73% of the total
issued share capital.
Details of voting results:
NO. AGENDA ITEM VOTES % VOTES % VOTES VOTES % of
FOR AGAINST ABSTAIN TOTAL ISSUED
SHARE
CAPITAL
VOTED
2 To approve the directors’ remuneration report 2 367 653 528 84,89 421 371 601 15,11 1 359 878 2 790 385 007 94,73%
To adopt the annual accounts for the financial year ending
3
31 March 2023 2 788 874 794 99,99 157 823 0,01 1 352 390 2 790 385 007 94,73%
To make a distribution in relation to the financial year
4
ending 31 March 2023 2 785 391 312 99,96 1 093 350 0,04 3 900 345 2 790 385 007 94,73%
5 To discharge the executive directors from liability 2 729 582 397 97,89 58 973 997 2,11 1 828 613 2 790 385 007 94,73%
6 To discharge the non-executive directors from liability 2 685 199 706 96,29 103 354 284 3,71 1 831 017 2 790 385 007 94,73%
To approve the remuneration of the non-executive
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directors 2 773 665 873 99,42 16 170 466 0,58 548 668 2 790 385 007 94,73%
8.1 To reappoint Manisha Girotra as a non-executive director 2 784 151 311 99,79 5 724 525 0,21 509 171 2 790 385 007 94,73%
8.2 To reappoint Rachel Jafta as a non-executive director 2 713 476 674 97,40 72 408 782 2,60 4 499 551 2 790 385 007 94,73%
8.3 To reappoint Mark Sorour as a non-executive director 2 762 285 663 99,02 27 449 446 0,98 649 898 2 790 385 007 94,73%
8.4 To reappoint Ying Xu as a non-executive director 2 785 492 748 99,84 4 384 899 0,16 507 360 2 790 385 007 94,73%
To reappoint Deloitte Accountants B.V. as the auditor
9 charged with the auditing of the annual accounts for the
financial year ending 31 March 2025 2 785 416 464 99,84 4 429 100 0,16 539 443 2 790 385 007 94,73%
To consider and to vote on the Proposed Transaction
(combined resolution to approve the Prosus Articles
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Amendment and to designate the board of directors as the
company body authorised to issue shares) 2 784 604 688 99,90 2 697 775 0,10 3 082 544 2 790 385 007 94,73%
To designate the board of directors as the Company body
11
authorised to issue shares 2 696 586 636 96,66 93 317 919 3,34 480 452 2 790 385 007 94,73%
To authorise the board of directors to resolve that the
12
Company acquires shares in its own capital 2 552 088 587 91,48 237 679 309 8,52 617 111 2 790 385 007 94,73%
13 To reduce the share capital by cancelling own shares 2 784 391 853 99,80 5 510 011 0,20 483 143 2 790 385 007 94,73%
Summary of statements from the annual general meeting:
A different, digital world
Prosus continues to play an important role in delivering the benefits, safety and convenience of
technological advances to some 2 billion customers in an increasingly digital world. At the same time,
we are focused on being a sustainable business, one that again proved its resilience in the face of global
uncertainties and geopolitical tensions.
Discount to net asset value
In the past year, the group made real progress on the challenge of the discount to net asset value at
which Prosus and Naspers shares trade. Since mid-2022, the repurchase programme has reduced this
discount by 19% at a Prosus level and 21% at a Naspers level. By June 2023, this had unlocked around
US$31bn. As a next step, removal of the cross-holding structure between the companies has been put
to shareholders for removal. If approved by Naspers shareholders, this will greatly simplify the group
structure, and enable Naspers to continue its repurchase programme. The goal for both companies is to
create sustainable value for shareholders. The repurchase programme is being funded by the orderly,
on-market sale of a portion of our Tencent shares. Prosus still holds around 26% of Tencent, reflecting
a high degree of confidence in the future of Tencent, one of the truly great tech businesses globally.
Delivering our strategy
Essentially, the group's strategy is to build valuable businesses that solve everyday problems for
customers. It does this globally by backing innovative local entrepreneurs, but deploying a disciplined
approach to capital allocation. We typically grow our capital commitments progressively as we learn and
scale, intrinsically linked to future returns.
In the past year, the group made good progress on this strategy. The Ecommerce portfolio maintained
its top-line momentum. The exit of OLX Autos is significantly improving the profitability profile of the
Classifieds businesses, and the group reduced the cost base materially at the corporate level and in the
segments. These actions keep the group on track for the stated ambition of consolidated profitability for
the Ecommerce businesses during the first half of FY25.
Today, Prosus has a significant positive impact on the daily lives of billions of customers in over 100
countries. Our entrepreneurs and their teams enable people to buy and sell online securely, easily order
food and groceries that are delivered quickly to their homes. Our platforms enable participation in the
digital economy and access to important and previously unavailable financial services. We help people
educate themselves without visiting a classroom. We help to satisfy a basic human need, the ability to
connect and interact with others. And our Ventures team continually looks for the next generation of
entrepreneurs and business models that will shape the way the world lives in future.
A year of progress
FY23 was another difficult period, with ongoing geopolitical and macroeconomic uncertainty. Amid that
uncertainty, we leveraged the group’s strong financial footing and stayed focused on building long-term
sustainable value in local marketplaces across our main segments. After years of investment and growth,
these segments have scaled meaningfully, creating clear paths to profitability for each.
Group revenues were US$32bn, driven by 23% growth in the consolidated Ecommerce segment.
Importantly, Core Classifieds and Food Delivery are profitable, and core Payments and Fintech is almost
at breakeven. Core headline earnings, the group’s measure of after-tax operating performance, were
down 32% to US$2.5bn, primarily due to lower contributions from associates, notably Tencent.
The group ended the year with a strong and liquid balance sheet reflecting over US$16bn in gross cash.
We remain disciplined in our capital allocation, as investments now face a higher bar. We will continue
to drive profitability, build scale and take action to manage expenses and free cash flow, even as we
invest for growth. The businesses are focused on accelerating their paths to aggregate profitability while
continuing to invest in highconviction growth areas. We drove efficiencies and cut back aggressively on
costs, including at a corporate level.
Our role in society
One of our three strategic priorities is to be a force for good for our stakeholders. Around the world,
sustainability underpins our growth and strategy.
At the same time, there is growing interest from shareholders, regulators and other stakeholders in how
seriously we honour our responsibilities as a global technology group. While we have a strong heritage
of acting responsibly, much of this good work has been implicit. In such an uncertain, changing world,
we now need to be more explicit about how we are achieving our goal of being a positive force for the
lives we touch.
Technology is creating solutions pressing issues like climate action and social inclusion. Through our
portfolio of mainly digital platforms, we are supporting the transition to a lower-carbon and more
inclusive economy by providing alternatives to traditional brick-and-mortar businesses, alternative that
reach more users in broader segments. In addition, our Ventures arm is increasing its focus on
sustainable investment themes, such as agriculture and health technology. We are already invested in
several agtech companies applying sustainable digital solutions by using soil biology analytics and
artificial intelligence tools to determine the most sustainable solutions for crops, while addressing specific
climate and social-inclusion challenges. These priorities align with our support for circular-economy
innovations to mitigate and reduce environmental footprints.
Although global standards guiding the private sector on environmental, social and governance or ESG
disclosure are still evolving, we are committed to climate action and transparency on our sustainability
agenda. At corporate level, we set an ambitious target to reduce our scope 1 and scope 2 emissions to
net zero within this financial year. More importantly, we developed science-based targets that shape our
absolute reduction pathway for corporate emissions (scope 1, 2 and 3) as well as multiyear engagement
with our portfolio companies to put their businesses on a net-zero pathway.
Aligning remuneration to performance and value creation
Our group operates in highly competitive, fast-changing markets, many characterised by the shortage
of key skills. Our remuneration structures therefore focus on attracting, motivating and retaining the
best people to create sustainable shareholder value.
As a global tech leader, our people are critical to our success. The need to cut costs during the year to
remain competitive included reducing our workforce – a decision not taken lightly. But we were guided
by our strategic approach to human resources and remuneration that better enables us to compete for
the digital talent at the heart of our businesses. Across the group, we focus on fair and equitable pay,
encourage ownership and entrepreneurship in all our teams, and strive to align management
compensation with creating shareholder value over time. Our remuneration principles are simple: pay
for performance; align with desired shareholder outcomes, achieve the business plan, remain consistent,
and attract and retain talent.
Importantly, we continue to engage with shareholders on remunerations topics. This feedback is
constructive in continually improving the transparency of both our reward structures and disclosure.
As approved by shareholders at the FY22 AGM, in the current year we introduced a short-term incentive
for the CEO and CFO focused on reducing the discount to NAV. Although there was a material
improvement in the discount by year end, as noted, an important criteria was that the reduction be
sustainable. So, while the objective was achieved, the special incentive will be held in reserve until 31
March 2024. The committee has not awarded a similar incentive for FY24.
We continue to focus on improving our disclosure on executive remuneration, in line with shareholder
feedback and our bid for greater transparency. In addition to disclosing STI goals and achievements for
FY23, we now disclose related targets retrospectively.
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Distributions to shareholders
Shareholders approved the distribution to holders of ordinary shares N of:
1. 7 euro cents per share should the proposed transaction be implemented. Shareholders holding
their ordinary shares N in South Africa via Strate will then receive a gross distribution of 141.428
Rand cents per ordinary share N; alternatively
2. 15 euro cents per share should the proposed transaction not be implemented. Shareholders
holding their ordinary shares N in South Africa via Strate will then receive a gross distribution of
303.06 Rand cents per ordinary share N.
Dividends and capital repayments are declared and paid in euros. The above amounts are based on an
EUR/ZAR exchange rate of R20.204 as at 23 August 2023. Further details regarding the distribution will
be published once the Proposed Transaction is implemented.
Looking forward with confidence
Our purpose is unchanged – we aim to improve everyday life for people around the world by building
leading companies that use technology to meet societal needs in better ways. At the heart of our purpose
is our commitment to being a responsible business that has a sustainable, positive impact on the world
and operates under high standards of corporate governance.
Amsterdam, the Netherlands
23 August 2023
JSE sponsor to Prosus:
Investec Bank Limited
Euronext listing agent
ING Bank N.V.
Euronext paying agent
ABN AMRO Bank N.V.
Enquiries
Investor Enquiries +1 347-210-4305
Eoin Ryan, Head of Investor Relations
Media Enquiries +31 6 15494359
Charlie Pemberton, Communications Director
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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
This document contains information that qualifies as inside information within the meaning of Article 7(1) of the Market Abuse
Regulation.
This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.
The information contained in this announcement may contain forward-looking statements, estimates and projections. Forward-
looking statements involve all matters that are not historical and may be identified by the words “anticipate”, ”believe”, ”estimate”,
”expect”, ”intend”, ”may”, ”should”, ”will”, ”would” and similar expressions or their negatives, but the absence of these words does
not necessarily mean that a statement is not forward-looking. These statements reflect Prosus’s intentions, beliefs or current
expectations, involve elements of subjective judgement and analysis and are based upon the best judgement of Prosus as of the
date of this announcement, but could prove to be wrong. These statements are subject to change without notice and are based
on a number of assumptions and entail known and unknown risks and uncertainties. Therefore, you should not rely on these
forward-looking statements as a prediction of actual results.
Any forward-looking statements are made only as of the date of this announcement and neither Prosus nor any other person gives
any undertaking, or is under any obligation, to update these forward-looking statements for events or circumstances that occur
subsequent to the date of this announcement or to update or keep current any of the information contained herein, any changes
in assumptions or changes in factors affecting these statements and this announcement is not a representation by Prosus or any
other person that they will do so, except to the extent required by law.
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