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NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
(Naspers)
DECLARATION ANNOUNCEMENT IN RESPECT OF THE NASPERS CAPITALISATION
ISSUE AND NASPERS SHARE CONSOLIDATION
1. INTRODUCTION
Naspers shareholders (Shareholders) are referred to the annual general meeting
of Shareholders held yesterday on Thursday, 24 August 2023 (the Annual
General Meeting) where Shareholders were required to inter alia consider and
vote on the resolutions required to be approved for Naspers to implement a
proposed transaction by Naspers and Prosus N.V. (Prosus) 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 circular posted to Shareholders
together with the notice convening the Annual General Meeting on Wednesday,
26 July 2023 (the Circular).
Shareholders are advised that (i) all the resolutions required to implement the
Proposed Transaction were passed at the Annual General Meeting, as detailed in
the results announcement published by Naspers yesterday, on Thursday, 24
August 2023, and (ii) the special resolutions relating to the amendments to the
Memorandum of Incorporation were filed with the Companies and Intellectual
Property Commission on Thursday, 24 August 2023.
In addition, a majority of the Naspers Free-Float Shareholders supported Special
Resolution Number 1 and accordingly, as outlined in the Circular, the Board will,
proceed with the implementation of the Proposed Transaction, subject to the
fulfilment of the conditions precedent outlined in this announcement. The purpose
of this announcement is to provide Shareholders with declaration information on
the implementation of the Naspers Capitalisation Issue and the Naspers Share
Consolidation in accordance with the JSE Listings Requirements. Shareholders are
advised to read the Circular (available on Naspers's website www.naspers.com), in
conjunction with this announcement, which contains the terms and conditions of
the Proposed Transaction, with care and in full.
2. NASPERS CAPITALISATION ISSUE AND NASPERS SHARE CONSOLIDATION
Summary of the implementation of the Naspers Capitalisation Issue and
Naspers Share Consolidation
The ultimate outcome of the Naspers Capitalisation Issue is that Prosus's holding
in Naspers will be diluted to a minimal level and this residual holding will
subsequently be sold in the market to remove the Cross-Holding Structure,
pursuant to which the Cross-Holding Agreement will terminate in accordance with
its existing terms. In order to achieve this, Prosus will not participate in the Naspers
Capitalisation Issue pursuant to the Prosus Waiver while the Naspers Free-Float
Shareholders and Naspers A Shareholders will be entitled to receive new Naspers
N Ordinary Shares and Naspers A Ordinary Shares, as the case may be, in
accordance with the Entitlement Ratio.
To reduce the large number of Naspers N Ordinary Shares and Naspers A Ordinary
Shares in issue as a result of the Naspers Capitalisation Issue, the Naspers Share
Consolidation will be implemented contemporaneously with, but immediately after,
the Naspers Capitalisation Issue and the Naspers Share Consolidation Ratio will be
applied instantaneously to Shareholders' entitlement under the Naspers
Capitalisation Issue. The effect of this is that the number of Naspers Shares held
by Shareholders on the Transaction Record Date will remain unchanged upon the
implementation of the Naspers Capitalisation Issue and the Naspers Share
Consolidation.
Terms of the Naspers Capitalisation Issue
Subject to the terms and conditions set out in the Circular, Naspers intends to
implement the Naspers Capitalisation Issue, in terms of section 47 of the
Companies Act and the Memorandum of Incorporation. The Naspers Capitalisation
Issue will be on a pro rata basis in accordance with the Entitlement Ratio under the
Naspers Capitalisation Issue pursuant to which:
• Naspers N Shareholders will be entitled to be issued with 4 999 new Naspers
N Ordinary Shares of no par value for every one Naspers N Ordinary Share
held by Naspers N Shareholders appearing on the Naspers Register on the
Transaction Record Date, currently expected to be Friday, 15 September 2023,
provided that the Naspers Share Consolidation Ratio (of 1:5 000 for each
Naspers Share held as at the Transaction Record Date) will be applied to
instantaneously reduce the number of Naspers N Ordinary Shares to be
ultimately received by the Naspers N Shareholders, given that the Naspers
Share Consolidation will be implemented contemporaneously with, but
immediately after, the Naspers Capitalisation Issue; and
• Naspers A Shareholders will be entitled to be issued with 4 999 new Naspers A
Ordinary Shares of no par value for every one Naspers A Ordinary Share held
by Naspers A Shareholders appearing on the Naspers Register on the
Transaction Record, currently expected to be Friday, 15 September 2023,
provided that the Naspers Share Consolidation Ratio (of 1:5 000 for each
Naspers Share held as at the Transaction Record Date) will be applied to
instantaneously reduce the number of Naspers A Ordinary Shares to be
ultimately received by the Naspers A Shareholders, given that the Naspers
Share Consolidation will be implemented contemporaneously with, but
immediately after, the Naspers Capitalisation Issue.
Shareholders are advised that the Naspers Capitalisation Issue is not proposed to
be implemented in lieu of the declaration of any dividend but rather in connection
with the Proposed Transaction in terms of which the Cross-Holding Agreement will
terminate in accordance with its existing terms. Consequently, the Naspers
Capitalisation Issue will be implemented on a pro rata basis to all Naspers N
Shareholders and Naspers A Shareholders, subject to and in accordance with, the
terms and conditions set out in the Circular and this announcement, and will not
involve an election (including, for the avoidance of doubt, the election to receive
cash instead of Naspers Shares pursuant to the Naspers Capitalisation Issue).
Terms of the Naspers Share Consolidation
Subject to the terms and conditions set out in the Circular, Naspers intends to
contemporaneously with, but immediately after, the Naspers Capitalisation Issue,
implement the Naspers Share Consolidation, in terms of which the number of
Naspers A Ordinary Shares and Naspers N Ordinary Shares (authorised and in
issue) shall reduce commensurately immediately after the Naspers Capitalisation
Issue becomes effective in accordance with the Naspers Share Consolidation Ratio
of 1:5 000 for each Naspers Share held as at the Transaction Record Date.
Conditions to the Naspers Capitalisation Issue and Naspers Share
Consolidation
The implementation of the Naspers Capitalisation Issue and Naspers Share
Consolidation is subject to:
• the Naspers Share Conversion and Naspers Share Increase becoming effective
and implemented with effect from the date when the Notice of Amendment is
accepted and effectively filed with the CIPC; and
• the JSE Limited granting the necessary approval for the listing (and any
amendments) of Naspers N Ordinary Shares pursuant to the Proposed
Transaction.
Implementation of the Naspers Capitalisation Issue and Naspers Share
Consolidation
The implementation of the Naspers Capitalisation Issue is subject to the Naspers
Share Conversion and Naspers Share Increase becoming effective. Therefore, it is
currently contemplated that the Naspers Capitalisation Issue will become effective
and be implemented immediately prior to the Naspers Share Consolidation, on or
about Monday, 18 September 2023.
The final number of Naspers N Ordinary Shares to be ultimately received by the
Naspers Free-Float Shareholders, pursuant to the Naspers N Share Capitalisation
Issue, shall be in accordance with the Entitlement Ratio after taking into account
the Naspers Share Consolidation. Consequently, the number of Naspers N Ordinary
Shares held by each Naspers Free-Float Shareholder on the Transaction Record
Date will be unchanged post implementation of the Naspers N Share Capitalisation
Issue. Prosus will not participate in the Naspers Capitalisation Issue, pursuant to
the Prosus Waiver, and will therefore not receive any Naspers N Ordinary Shares.
Similarly, in respect of the Naspers A Share Capitalisation Issue, the final number
of Naspers A Ordinary Shares to be received by Naspers A Shareholders will be in
accordance with the Entitlement Ratio after taking into account the Naspers Share
Consolidation. Consequently, the number of Naspers A Ordinary Shares held by
each Naspers A Shareholder on the Transaction Record Date will be unchanged post
implementation of the Proposed Transaction.
For further information on the Naspers Capitalisation Issue and the Naspers Share
Consolidation, including the rationale, settlement mechanics and indicative share
capital impact of the Naspers Share Consolidation and Naspers Capitalisation Issue,
Shareholders are referred to Part III: Naspers Capitalisation Issue and Part IV:
Naspers Share Consolidation of the Circular.
Fractional Entitlements
Only whole numbers of Naspers N Ordinary Shares will be issued under the Naspers
Capitalisation Issue and the Naspers Share Consolidation, therefore no fractional
entitlements to Naspers N Ordinary Shares will arise in respect of Naspers Free-
Float Shareholders pursuant to the Naspers N Share Capitalisation Issue and
Naspers Share Consolidation.
Naspers ADS Holders
The Naspers ADS facility will not be excluded from the Naspers Capitalisation Issue
and, therefore, The Bank of New York Mellon, as the Naspers ADS Depositary, will
participate in the Naspers Capitalisation Issue and Naspers Share Consolidation on
behalf of the holders of the Naspers ADS (Naspers ADS Holders).
The Naspers ADS Holders are advised that the effect of the contemporaneous
implementation of the Naspers Capitalisation Issue and the Naspers Share
Consolidation will be that Naspers ADS Holders will continue to hold the same
number of Naspers ADSs held on the Transaction Record Date after implementation
of the Naspers Capitalisation Issue and the Naspers Share Consolidation. The
Naspers ADS facility will continue to operate in the same manner and with the same
number of Naspers ADSs issued to the Naspers ADS Holders.
Consequently, the Naspers ADS Depositary will not be required to issue, register,
and/or deliver the underlying Naspers ADSs in connection with the Naspers
Capitalisation Issue.
The Naspers Capitalisation Issue will not change the rights of the Naspers ADS
Holders under the Naspers Deposit Agreement. The Naspers ADS Holders will
continue to exercise their rights with respect to the Naspers N Ordinary Shares
underlying the Naspers ADSs in accordance with the Naspers Deposit Agreement.
Listing on the JSE
Subject to the fulfilment of the condition precedent set out above, the JSE Limited
has granted approval for amendment of the listing of the Naspers N Ordinary
Shares to make provision for the Naspers Capitalisation Issue taking into account
the Naspers Share Consolidation.
Naspers's new ISIN pursuant to the proposed implementation of the Naspers
Capitalisation Issue and the Naspers Share Consolidation will be ISIN
ZAE000325783.
Exchange Control
For information regarding the Exchange Control Regulations applicable to the
Naspers Capitalisation Issue, please refer to the summary set out in
paragraph 9.3.3 of the Circular titled "Exchange Control Regulations". Shareholders
are also advised to please consult their CSDP, Broker, attorney, accountant, banker
or other professional adviser if in any doubt with regard to the Exchange Control
Regulations applicable to the Naspers Capitalisation Issue.
Tax Considerations
The Naspers Capitalisation Issue is specifically deemed not to be a “disposal” by
the company in terms of paragraph 11(2)(b)(i) of the Eighth Schedule to the
Income Tax Act and is therefore not a taxable event for South African tax purposes.
Similarly, the Naspers Share Consolidation is specifically deemed not to be a
“disposal” in terms of paragraph 11(2)(l)(i) of the Eighth Schedule to the Income
Tax Act and therefore no taxable event arises pursuant thereto for South African
tax purposes. For further information regarding South African, Dutch and U.S. tax
considerations related to the Proposed Transaction, please refer to the summary
set out in paragraph 9.4 of the Circular titled "Taxation".
3. SALIENT DATES OF THE PROPOSED TRANSACTION
Shareholders were advised in the Circular that applicable dates pertaining to the
implementation of the Proposed Transaction would be announced on SENS
following the Annual General Meeting. Accordingly, the indicative dates and times
relating to the Naspers Capitalisation Issue and the Naspers Share Consolidation,
which are subject to change and will be confirmed in the finalisation announcement,
are as follows:
(2023)
Expected date when the finalisation announcement in Monday, 4 September
relation to the Naspers Capitalisation Issue and the
Naspers Share Consolidation will be published on
SENS, on
Expected last day to trade in Naspers N Ordinary Tuesday, 12 September
Shares prior to the Naspers Capitalisation Issue and
Naspers Share Consolidation, on
Naspers N Ordinary Shares trade “ex” the Wednesday, 13
entitlement to the Naspers Capitalisation Issue and September
Naspers Share Consolidation, on
Expected date when listing and trading in Naspers N Wednesday, 13
Ordinary Shares under the new ISIN ZAE000325783 September
pursuant to the Naspers Share Consolidation
commences (refer to note 3 below), on
Record date for the Naspers Capitalisation Issue and Friday, 15 September
Naspers Share Consolidation (Transaction Record
Date) (refer to note 5 below), on
Expected date when the Naspers Capitalisation Issue Monday, 18 September
becomes effective and is implemented
contemporaneously with the Naspers Share
Consolidation, on
Custodian accounts of Shareholders to be updated Monday, 18 September
with their entitlement under the Naspers
Capitalisation Issue (taking into account the Naspers
Share Consolidation), on
Dispatch of certificates of new Naspers Shares to Monday, 18 September
Certificated Shareholders pursuant the Naspers
Capitalisation Issue (taking into account the Naspers
Share Consolidation) to take place, on
Notes:
1. The above dates and times may be amended, subject to the approval of the JSE
Limited, if required. Any such amendment will be released on SENS.
2. It is expected that there will be no rematerialisation or dematerialisation between
Wednesday, 13 September 2023 and Friday, 15 September 2023, both days
inclusive, as the Naspers Register would be closed for this period.
3. Shareholders should note that it is expected that trading in Naspers N Ordinary
Shares under the current ISIN ZAE000015889 will not be permitted from
Wednesday, 13 September 2023.
4. The Circular which sets out the full details of the Proposed Transaction and
containing a Form of Surrender (in respect of the Naspers Share Consolidation)
was distributed to Shareholders on Wednesday, 26 July 2023, and is available on
the Naspers’s website at www.naspers.com.
5. Certificated Shareholders who do not complete and return the Form of Surrender
by 12:00 on the Transaction Record Date will have their new Naspers N Ordinary
Shares credited to the Transfer Secretaries sub-account pending receipt of their
Documents of Title and details of their CSDP or Broker account. Such Certificated
Shareholders will be required to return their share certificates to the Transfer
Secretaries together with certified copies of identity documents, if in own name,
or if otherwise, certified copies of company/trust documents. The Transfer
Secretaries will, within five business days after receipt thereof credit the new
Naspers N Ordinary Shares to the CSDP or Broker account of the Shareholder.
6. Shareholders should note that it is expected that the sale of the residual holding
of Naspers N Ordinary Shares held by Prosus, pursuant to the Prosus Disposal, will
be implemented from Monday, 18 September 2023.
7. All dates and times indicated above are South African Standard Time, unless
otherwise specified.
4. FOREIGN SHAREHOLDERS
Shareholders are advised that no action has been, or will be taken, by or on behalf
of Naspers to permit offering of any Naspers Shares in any jurisdiction. No action
has been, or will be taken, by or on behalf of Naspers, to obtain any approval,
authorisation or exemption to permit the possession or distribution of the Circular
or this announcement (or any other offering or publicity materials relating to the
Proposed Transaction) in any jurisdiction outside South Africa where action for that
purpose may be required or doing so is restricted by law. Accordingly, neither the
announcement nor any other offering or publicity materials relating to the Naspers
Shares may be distributed or published in any jurisdiction except in full compliance
with applicable laws and regulations. Persons into whose possession this
announcement comes should inform themselves about, and observe, any applicable
restrictions. Any failure to comply with these restrictions may constitute a violation
of the laws or regulations of certain jurisdictions. It is the responsibility of Foreign
Shareholders to satisfy themselves as to the full observance of the laws and
regulatory requirements of the relevant jurisdiction in connection with this
announcement and with the Proposed Transaction, including obtaining of any
governmental, exchange control or other consents, the making of any filings which
may be required, compliance with other necessary formalities and the payment of
any transfer or other taxes or other requisite payments due in such jurisdiction. If
you are in any doubt as to what action to take, please consult your CSDP, Broker,
legal adviser, accountant, banker, other financial intermediary or other professional
adviser immediately.
5. REPURCHASE PROGRAMME
Shareholders are referred to the various announcements that have been released
pertaining to the ongoing Repurchase Programme.
As announced on SENS on Wednesday, 26 July 2023, in order to have a stable
share count for the purpose of the Proposed Transaction, the Repurchase
Programme will be temporarily suspended for a short period in order to allow for
an efficient and effective implementation of the Proposed Transaction. It is
currently anticipated that the Repurchase Programme will be temporarily
suspended from Wednesday, 30 August 2023, until Monday, 18 September 2023
(both days inclusive). The repurchase of Naspers N Ordinary Shares pursuant to
the Repurchase Programme is expected to resume from Tuesday, 19
September 2023. Shareholders are advised, however, that these are indicative
dates which are subject to change, and these dates will be confirmed in the
finalisation announcement to be issued by Naspers in due course. Shareholders will
continue to be provided weekly updates on the Repurchase Programme by means
of press releases and announcements on SENS and on the Naspers website
(www.naspers.com).
Cape Town, South Africa
25 August 2023
JSE sponsor: Investec Bank Limited
Legal Advisor: Webber Wentzel
Enquiries:
Charlie Pemberton Shamiela Letsoalo
Communications Director Director, Corporate Affairs
Mobile: +31 615 494 359 Mobile: +27 78 802 6310
Email: charlie.pemberton@naspers.com Email: shamiela.letsoalo@naspers.com
About Naspers
Established in 1915, Naspers has transformed itself to become a global consumer internet company
and one of the largest technology investors in the world. Through Prosus, the group operates and
invests globally in markets with long-term growth potential, building leading consumer internet
companies that empower people and enrich communities. Prosus has its primary listing on Euronext
Amsterdam, and a secondary listing on the Johannesburg Stock Exchange and Naspers is the
majority owner of Prosus.
In South Africa, Naspers is one of the foremost investors in the technology sector and is committed
to building its internet and ecommerce companies. These include Takealot, Mr D Food, Superbalist,
Autotrader, Property24 and PayU, in addition to Media24, South Africa’s leading print and digital
media business.
Naspers has a primary listing on the Johannesburg Stock Exchange (NPN.SJ) and a secondary listing
on the A2X Exchange (NPN.AJ) in South Africa and a level 1 American Depository Receipt (ADR)
programme which trades on an over-the-counter basis in the US.
For more information, please visit www.naspers.com.
Naspers Labs
In 2019, Naspers Labs, a youth development programme designed to transform and launch South
Africa’s unemployed youth into economic activity, was launched. Naspers Labs focuses on digital
skills and training, enabling young people to pursue tech careers.
Disclaimers
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 are advised to read the Circular and the Notice of the Annual General Meeting
(available on Naspers's website www.naspers.com), which contains the terms and conditions of the
Proposed Transaction in relation to Naspers, with care and in full.
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 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 do 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.
