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Prosus N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
AEX and JSE Share Code: PRX ISIN: NL0013654783
(Prosus)
DECLARATION OF DISTRIBUTIONS TO SHAREHOLDERS
The distributions proposed by the company’s board of directors have been approved by the
shareholders. On this basis, holders of ordinary shares N are entitled to a gross payment, in
the form of a capital repayment, of 7 euro cents per share, holders of ordinary shares A1 will
receive a dividend calculated in accordance with the articles of association and holders of
ordinary shares B will receive a dividend distribution of 0.000007 euro cents per share for the
year ended 31 March 2023.
Holders of ordinary shares N as at Friday, 3 November 2023 (the “dividend record date”)
who do not wish to receive a capital repayment can elect to receive a dividend instead. A
choice for one option implies an opt-out of the other option. Elections to receive a dividend
instead of a capital repayment will need to be made by holders of ordinary shares N by
Monday, 20 November 2023. Capital repayments and dividends will be payable to
shareholders recorded in the books on the dividend record date and paid on or after Tuesday,
28 November 2023.
Dividends and capital repayments are declared and paid in euros. Those holders holding their
ordinary shares N in South Africa via Strate will receive a gross distribution of 141.4280 Rand
cents per ordinary share N. This is based on an EUR/ZAR exchange rate of R20.204 as at 23
August 2023.
Holders of Prosus American Depositary Receipts which trade on an over-the-counter basis in
the United States will receive a dividend.
Salient dates:
Wednesday, 23 August 2023 Annual general meeting (including resolution to approve
the dividend distribution/capital repayment)
Release of results of annual general meeting and
currency conversion announcement (i.e. ZAR equivalent
of Prosus distribution determined for JSE holders)
Friday, 25 August 2023 – Mandatory creditor opposition period
Wednesday, 25 October 2023
Tuesday, 17 October 2023 Dividend distribution/capital repayment declaration date
Tuesday, 24 October 2023 Dividend distribution/capital repayment finalisation date
Tuesday, 31 October 2023 Last date to trade on the JSE to appear in the shareholder
register and participate in the dividend
distribution/capital repayment
Wednesday, 1 November 2023 Ex-dividend/capital repayment date for JSE. Last date to
trade on the Euronext Amsterdam to appear in the
shareholder register and participate in the dividend
distribution/capital repayment.
Thursday, 2 November 2023 Ex-dividend/capital repayment date for Euronext
Amsterdam
Friday, 3 November 2023 Record date to appear in the shareholder register and
participate in the dividend distribution/capital repayment
Monday, 6 November 2023 – Dividend distribution/capital repayment election period
Monday, 20 November 2023 for holders of ordinary shares N
Tuesday, 28 November 2023 Dividend distribution/capital repayment date
Tuesday, 19 December 2023 Final date for intermediaries to upload Dutch DWT
reclaims
Due to the differing ex-dividend dates between the JSE and Euronext Amsterdam, transfers
of N ordinary shares between the JSE and the Euronext Amsterdam between Tuesday,
31 October 2023, and Friday, 3 November 2023, both dates inclusive, will not be permitted.
Shareholders electing to receive a dividend will receive a dividend declared from retained
earnings. Dividends will be subject to the Dutch dividend withholding tax rate of 15% yielding,
to those shareholders not entitled to an exemption or relief from Dutch dividend tax, a net
dividend of 5.95 euro cents per share for N shares held via Euronext and 120.2138 Rand
cents per ordinary N share held via Strate on the South African register and traded on the
JSE.
Shareholders who are entitled to a reduced Dutch dividend withholding tax rate or an
exemption from Dutch dividend withholding tax can submit the required evidence to
substantiate their position on the ABN AMRO portal. Those shareholders have until 19
December 2023 to provide evidence to ABN AMRO.
In addition to the Dutch dividend withholding tax at a rate of up to 15%, dividends paid in
respect of ordinary N shares on the South African register and traded on the JSE will also be
subject to South African dividend tax at a rate of up to 20% in relation to shareholders not
entitled to an exemption from South African dividend tax. The amount of additional South
African dividend tax payable may be subject to a rebate for Dutch dividend withholding tax
paid in respect of such dividend without any right of recovery by any person, so that the
aggregate dividend tax would in those cases add up to a maximum of 20%.
South African corporates who own 5% or more of the shares in Prosus may qualify for a Dutch
domestic exemption from Dutch dividend withholding tax.
The treaty between South Africa and the Netherlands notes that the Dutch dividend
withholding tax may get reduced from 15% to 10%. This reduction applies equally to
corporates holding less than 10% of the capital of Prosus, individuals and other persons who
qualify as residents of South Africa for treaty purposes. If shareholders, or their tax advisors,
conclude that they are entitled to benefits arising from the tax treaty, such shareholders
should follow the process prescribed by the tax treaty to claim relief.
Those shareholders who qualify for relief or a reduction have until 19 December 2023 to
provide evidence to ABN AMRO that their dividend qualifies for relief or a reduction from Dutch
dividend withholding tax.
Please note that no Dutch dividend withholding tax will be withheld on repayments of share
capital. There will also be no South African dividend tax on repayments of share capital.
Tax Implications
1 Dutch Tax Implications
1.1 General
Capital repayments will be paid from share capital. No Dutch dividend withholding
tax ("DWT") will be withheld on the amounts of capital repayments paid to
shareholders.
Where a shareholder elects to receive a dividend, generally, 15% DWT will be
withheld by Prosus on the cash dividend, leaving a distribution amount per share net
of this 15% Dutch DWT, unless:
1.1.1 a shareholder qualifies for an exemption from or a reduction of Dutch DWT on the
basis of Dutch domestic law (including implementation of EU Directives) and/or a
tax treaty concluded by the Netherlands; and
1.1.2 the formal requirements to apply such exemption from or reduction of Dutch DWT
are satisfied (insofar applicable).
Prosus will initially withhold 15% on ALL cash dividends distributed on Tuesday, 28
November 2023. As a subsequent step, if and to the extent Prosus has been provided
before 19 December 2023 with proof that a shareholder qualifies for an exemption
from or a reduction of Dutch DWT on the basis of Dutch domestic law, the difference
between 15% and the Dutch DWT to be withheld will be paid out to the shareholder,
after the Dutch DWT return and/or Dutch DWT notification has been filed by Prosus
with the Dutch tax authorities. Prosus will remit the Dutch DWT to be withheld to the
Dutch tax authorities based on the Dutch DWT return. Shareholders who are entitled
to a reduced Dutch dividend withholding tax rate or an exemption from Dutch
dividend withholding tax can submit the required evidence to substantiate their
position on the ABN AMRO portal.
1.2 Domestic exemptions from Dutch DWT
1.2.1 General
Corporate shareholders may be exempt from Dutch DWT in terms of Dutch
domestic law, if:
1.2.1.1 The shareholder is tax resident in the Netherlands and owns 5% or more of
the share capital of Prosus, provided that the further requirements for the
application of the Dutch participation exemption are met. Special rules may
apply for corporate shareholders that are considered tax transparent in their
country of residence, or considered tax transparent from a Dutch tax
perspective; or
1.2.1.2 A shareholder is considered tax resident within the EU or EEA or is a tax
resident of a country with which the Netherlands has concluded a tax treaty
containing an article on taxation of dividends (such as South Africa), and, as
a general rule, this corporate shareholder is the beneficial owner of the
dividends distributed by Prosus and owns 5% or more of the share capital
of Prosus. In addition to the shareholding requirement, the shareholder is
also required to meet certain other conditions relating to the application of
the Dutch participation exemption, determined as if the corporate
shareholder is a Dutch tax resident.
The above exemptions are not available in cases of abuse, for which a main
purposes test and artificial arrangement test applies.
If a shareholder is eligible for an exemption or reduction from Dutch DWT, in
order to place reliance on such exemption or reduction, the shareholder is
required to submit certain information to ABN AMRO as set-out below.
1.2.2 Dutch corporate shareholders owning 5% or more of Prosus' share
capital
In order to rely on this domestic exemption from Dutch DWT described in
paragraph 1.2.1.1 above, the shareholder should provide ABN AMRO via its own
intermediary bank with: (i) its name, address and place of residency, and
corresponding extract from the Dutch Chamber of Commerce; (ii) the number
and percentage of shares owned in Prosus; (iii) its bank account details; and (iv)
a statement confirming that the Dutch participation exemption applies to the
dividend at the level of the Dutch corporate shareholder. This information should
be submitted before Tuesday, 19 December 2023.
As indicated above, Prosus will, as a general rule, initially withhold 15% on ALL
dividends distributed on Tuesday, 28 November 2023. If, however, Prosus has
been provided with proof, to its satisfaction, ultimately before 19 December 2023,
that the relevant shareholder qualifies for an exemption from Dutch DWT, no
amount of DWT will be withheld, and the 15% DWT that otherwise would have
been withheld will be paid out by Prosus to the relevant shareholder directly, after
the DWT return has been filed by Prosus with the Dutch tax authorities.
1.2.3 EU/EEA or tax treaty country resident corporate shareholders owning
5% or more
In order for a corporate shareholder to rely on the domestic exemption from
Dutch DWT described in in paragraph 1.2.1.2 above, the shareholder should
provide ABN AMRO via its own intermediary bank with: (i) its name, address and
place of residency; (ii) the number and percentage of shares owned in Prosus;
(iii) a tax residency certificate issued by its country of residence; (iv) its bank
account details; and (v) a statement confirming that all relevant conditions of the
DWT exemption are met. This information should be submitted before 19
December 2023. Subsequently, Prosus will need to file a Dutch DWT notification
with the Dutch tax authorities.
Shareholders are advised that Prosus will, as a general rule, initially withhold 15%
on ALL dividends distributed on the dividend payment date, being Tuesday, 28
November 2023. If, however, ABN AMRO has been provided with proof, to its
satisfaction, ultimately 19 December 2023, that the relevant shareholder qualifies
for an exemption from Dutch DWT, no amount of DWT will be withheld, and the
15% DWT that otherwise would have been withheld will be paid out by Prosus to
the relevant shareholder directly, after the DWT return has been filed by Prosus
with the Dutch tax authorities.
1.3 Tax treaty relief
Shareholders that do not qualify for the domestic exemption from Dutch DWT as
outlined in paragraph 1.2, may qualify for an exemption from or reduction of Dutch
DWT on the basis of a relevant tax treaty concluded by the Netherlands. The claiming
of tax treaty relief or a credit will generally be subject to formal requirements.
Shareholders should consult their tax advisor to determine if such an exemption or
reduction is applicable to their situation and in which way, they can claim this DWT
back from the Dutch tax authorities.
2 South African Tax Implications
2.1 General
A capital repayment in respect of a Prosus share that is listed on the JSE will be
regarded as a "foreign return of capital" for South African tax purposes. No South
African dividend tax ("SADT") will be withheld on the amounts paid to shareholders
as a capital repayment.
For shareholders holding Prosus shares as a capital investment, the capital
repayment will reduce the South African tax base cost of the Prosus shares in the
hands of the shareholder by an amount equal to the capital repayment. To the extent
that the capital repayment may exceed the tax base cost of the Prosus shares,
taxable gains may result shareholders subject to South African capital gains tax.
Where a shareholder elects to receive a dividend in respect of a Prosus share that is
listed on the JSE, such distribution will be regarded as a "foreign dividend" for South
African income tax purposes and should generally be exempt from normal tax in
South Africa. However such foreign dividends will, generally and in addition to being
subject to Dutch DWT, be subject to 20% SADT, to be withheld by the regulated
intermediary in South Africa (CSDP), leaving a distribution amount per share net of
SADT, unless:
2.1.1 a shareholder qualifies for an exemption from SADT, on the basis of South African
domestic law and before the dividend is paid, the formal requirements to apply
such exemption from SADT are satisfied (insofar as applicable).
In order to qualify for any exemption from SADT described in paragraph 2.1.1. the
person to whom the dividend is paid must provide the following documentation to
the CSDP before the dividend is paid:
2.1.2 a written declaration that the dividend is exempt from SADT in terms of South
African domestic law; and
2.1.3 a written undertaking to inform the regulated intermediary in writing should the
circumstances affecting the exemption/reduction applicable change, or should the
beneficial owner cease to be the beneficial owner, by the date determined by the
CSDP, or where no date is determined, by the date of payment of the dividend.
2.2 Tax implications for South African corporate shareholders
Where the South African resident beneficial owner of the dividend is a company, the
dividend will be exempt from SADT in terms of domestic law, provided the
documentary requirements set out above are complied with.
2.3 Tax implications for South African non-corporate shareholders
Where the South African resident beneficial owner of the dividend is a non-corporate
shareholder, the dividend may be exempt from SADT in terms of domestic law. Where
the dividend does not qualify for one of the domestic exemptions, SADT will be paid
at an initial rate of 20%, subject to a rebate for Dutch DWT paid in respect of such
dividend without any recovery by any person.
2.4 Rebate on SADT paid
A rebate for foreign taxes (i.e. Dutch DWT) imposed on the dividend paid is available
to reduce the SADT liability. This rebate is calculated based on the Dutch DWT paid
without the right of recovery by any person. In other words, the rebate is limited to
the amount of Dutch DWT paid after taking into account relevant exemptions from,
or reductions of, Dutch DWT that the shareholder may be eligible for as described in
paragraph 1 above.
The rebate will further be limited to the SADT imposed. For example, if the dividend
is exempt from Dutch DWT in terms of Dutch domestic law as a result of the
shareholder holding 5% or more of Prosus’s shares, no rebate will be available.
The CSDP is responsible for withholding SADT from the dividend payable to
shareholders on the South African register and paying such amounts to the South
African Revenue Service.
In order to apply a rebate, the CSDP must be satisfied:
2.4.1 that DWT was applied; and
2.4.2 that the relevant shareholder qualifies for a reduced rate of DWT.
The rebate for foreign taxes is determined in Rand by translating the foreign currency
amount using the same rate used to translate the foreign dividend.
2.5 Refund mechanism
The maximum effective dividend tax to be paid by South African tax resident
shareholders on the South African register, who are not exempt from SADT will be
20%. For example, where a CSDP is satisfied that a particular shareholder has paid
15% Dutch DWT, which is not recoverable by that shareholder from the Dutch tax
authority, such CSDP should withhold only 5% SADT, being the 20% SADT less 15%
DWT (unless a specific South African domestic exemption applies and the required
documentation as set out in paragraph 2 has been provided to the CSDP). However
if the CSDP is not satisfied that the Dutch DWT cannot be recovered by the
shareholder, the CSDP may withhold up to 20% in SADT.
If such shareholder pays more than an aggregate 20% tax (being the total Dutch and
South African dividend tax paid on the same dividend), such shareholders are advised
to follow the procedures set out paragraphs 1, if appropriate, in order to claim a
refund of Dutch DWT taxes overpaid. Where an amount of SADT has been overpaid
as a result of failure to comply with the requirements described in paragraphs 2.1.4
and 2.1.5, or the failure to deduct a rebate as described in paragraph 2.4, the
shareholder may be entitled to claim a refund of the SADT overpaid. This refund
must be claimed from the CSDP within a period of three years after the date of
payment of the dividend.
Whether or not there is a refund due to the shareholder should be determined with
reference to the specific facts applicable to that shareholder.
The information provided above does not constitute tax advice and is only provided
as a general guide on the South African tax treatment of the cash dividend declaration
by Prosus to South African tax resident shareholders. For shareholders residing
outside of South Africa, the dividend may have other legal or tax implications and
such shareholders are advised to obtain appropriate advice from their professional
advisers in this regard.
Amsterdam, the Netherlands
17 October 2023
JSE sponsor to Prosus
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, 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
The Repurchase Programme is being conducted in accordance with Articles 5(1) and 5(3) of Regulation (EU) No 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse (“Market Abuse Regulation”) and Articles 2 to 4 of Commission Delegated
Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the conditions
applicable to buy-back programmes and stabilisation measures (the “Delegated Regulation”). This document is issued in connection with the
disclosure and reporting obligation set out in Article 2(1) of the Delegated Regulation.
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.
