NPSN.L Regulatory News (NPSN)

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 2021, NOTICE OF ANNUAL GENERAL MEETING AND CASH DIVIDEND DECLARATION

Distribution of annual report 2021 and notice of annual general meeting

Shareholders are advised that the company's annual report (including consolidated annual financial statements) for the year ended 31 March 2021 will be posted on the company's website, www.prosus.com, this morning, Monday, 21 June 2021.

Notice is hereby given that the annual general meeting of the company will be held at 14:00 (Central European time) on Tuesday, 24 August 2021. In accordance with the Temporary Act Covid-19 Justice and Safety, shareholders can only attend the meeting virtually via the internet at www.abnamro.com/evoting and if they wish, vote in real time online.

The notice of the annual general meeting, including the agenda with explanatory notes and the verbatim text of the proposed amendments to the articles of association, together with the power of attorney and electronic participation form, will also be available on the company's website, www.prosus.com, this morning. The company's remuneration report and the proposed remuneration policy are included in the annual report.

The record date in order to be eligible to vote at the annual general meeting is Tuesday, 27 July 2021.

Dividend /Capital declaration

(All figures in euro cents unless stated otherwise.)

Further to the company's summarised consolidated financial statements for the year ended 31 March 2021 released today, Monday, 21 June 2021, shareholders are advised that the company's board of directors ("the board") recommends that a distribution is made to the Prosus shareholders, in the form of a capital repayment, of 14 euro cents per ordinary share N. If the exchange offer transaction announced by Prosus on 12 May 2021 is implemented and settlement takes place, the distribution on the ordinary shares N held by Naspers will be capped at Naspers's effective economic interest percentage of the total distribution as outlined in the amended articles of association. Simultaneously to the distribution of the ordinary shares N, a distribution will be made on the ordinary shares A1, and, if the exchange offer is implemented and settled, the ordinary shares B, in each case in accordance with the distribution rights attached to such shares under the articles of association.

Holders of ordinary shares N as at 29 October 2021 (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. If confirmed by shareholders at the Prosus annual general meeting on 24 August 2021, elections to receive a dividend instead of a capital repayment will need to be made by holders of ordinary shares N by 15 November 2021. Capital repayments and dividends will be payable to shareholders recorded in the books on the Dividend Record Date and paid on 24 November 2021. Capital repayments will be paid from share capital for Dutch tax purposes. No dividend tax will be withheld on the amounts of capital reductions paid to shareholders. Holders of ordinary shares N electing to receive a dividend will receive a dividend declared from retained earnings.

Dividends will be subject to the Dutch dividend tax rate of 15%. Dividends payable to holders of ordinary shares N who elect to receive a dividend and who hold their ordinary share N through the listing of the company on the JSE will, in addition to the 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 payable will be calculated by deducting from the 20% South African dividend tax otherwise due, a rebate equal to the Dutch dividends tax paid in respect of the dividend (without any right of recovery). Those shareholders, unless exempt from paying 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% total dividend tax. Holders of ordinary shares N that do not elect for a dividend will automatically receive a capital repayment which will not be subject to Dutch and South African dividend tax.

The issued share capital as at 19 June 2021 was 1 612 777 577 ordinary shares N (excluding 11 874 493 ordinary shares N held by the company as treasury shares) and 3 511 818 ordinary shares A1.

The summarised consolidated financial statements for the year ended 31 March 2021, dividend declaration and details of the publication of the annual report was released on SENS today, Monday, 21 June 2021, copies of which are available on the website www.prosus.com.

AMSTERDAM, THE NETHERLANDS

21 June 2021

Euronext listing agent

ING Bank N.V.

Euronext paying agent

ABN AMRO Bank N.V.

JSE Sponsor

Investec Bank Limited

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, and payments and fintech sectors in markets including India, Russia and Brazil. Through its ventures team, Prosus invests in areas including edtech and health, Prosus actively seeks new opportunities to partner with exceptional entrepreneurs who are using technology to improve people's daily lives.

Every day, millions of people use the products and services of companies that Prosus has invested in, acquired or built, including Avito, Brainly, BYJU'S, Bykea, Codecademy, DappRadar, dott, ElasticRun, eMAG, Eruditus, Honor, iFood, Klar, LazyPay, letgo, Meesho, Movile, OLX, PayU, Red Dot Payment, Remitly, SimilarWeb, Shipper, Skillsoft, SoloLearn, Swiggy, and Udemy.

Hundreds of millions of people have made the platforms of its associates a part of their daily lives. For listed companies where we have an interest, please see: Tencent (www.tencent.com; SEHK:00700), Mail.ru (www.corp.mail.ru; LSE:MAIL), Trip.com Group Limited ("Trip.com") (NASDAQ:TCOM), and DeliveryHero (www.deliveryhero.com; Xetra:DHER).

Today, Prosus companies and associates help improve the lives of around a fifth of the world's population.

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), and is majority owned by Naspers.

For more information, please visit www.prosus.com