NPSN.L Regulatory News (NPSN)

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

PROSUS PRICES NEW 5-YEAR, 10-YEAR AND 30-YEAR TRANCHES USD BONDS AND 4-YEAR, 8-YEAR AND 12-YEAR TRANCHES EUR BONDS

On 11 and 12 January 2022, Prosus respectively priced USD and EUR notes in an aggregate principal amount totaling US$5.25 billion equivalent under its Global Medium-Term Note Programme. These issuances consist of US$1 billion 3.257% notes due 2027, US$1 billion 4.193% notes due 2032, US$1.25 billion 4.987% notes due 2052, €500 million 1.207% notes due 2026, €600 million 2.085% notes due 2030, and €650 million 2.778% notes due 2034 (the "Bonds").

The group has grown and diversified its business in the past couple of years, meaningfully increasing the size and value of its core segments of Classifieds, Food Delivery, Payments & Fintech and Edtech and thereby enhancing its credit profile. Over that same period, the group has considered it strategically important and financially prudent to make efficient use of the increased debt capacity built into our credit ratings. In line with our prudent liquidity management policy, the offerings will provide financial flexibility to pursue our growth initiatives both organically and through acquisitions, a strategy that has led to significant net asset value accretion for the group.

On 14 December 2021, Prosus's long-term rating was upgraded by S&P to BBB. It has a Baa3 rating from Moody's. It is expected that this financing will be ratings neutral.

The offerings are expected to close on 19 January 2022, in each case subject to customary closing conditions.

Application has been made to The Irish Stock Exchange plc trading as Euronext Dublin for the Bonds to be admitted to listing on the Official List and traded on the Global Exchange Market of Euronext Dublin.

Amsterdam, the Netherlands13 January 2022

JSE sponsor to ProsusInvestec Bank Limited

Cautionary Statement

This announcement is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States or in any other jurisdiction. Any securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or applicable state or foreign securities laws and may not be offered or sold in the United States absent registration under federal or applicable state securities laws or an applicable exemption from such registration requirements. Any securities mentioned herein have been and will only be offered (i) in the United States to investors who are reasonably believed to be both (1) qualified institutional buyers pursuant to Rule 144A under the Securities Act and (2) Qualified Purchasers (as defined in Section 2(a)(51)(a) of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act")), and the rules and regulations promulgated thereunder or (ii) outside the United States to investors who are both (1) non-U.S. residents (as defined for purposes of the Investment Company Act) and (2) non ‑U.S. persons (within the meaning of Regulation S under the Securities Act).

This announcement contains information that qualifies, or may qualify, as inside information within the meaning of Article 7(1) of the Market Abuse Regulation (EU) 596/2014.

This announcement may include forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Prosus's control and all of which are based on Prosus's current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "aim", "annualised", "anticipate", "assume", "believe", "continue", "could", "estimate", "expect", "forecast", "goal", "hope", "intend", "likely", "may", "objective", "plan", "position", "potential", "predict", "project", "risk", "seek", "should", "target", "will" or "would" or the highlights or the negatives thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing Prosus. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.

Forward-looking statements in this announcement speak only as of the date they are made. Except as required by applicable laws and regulations, Prosus expressly disclaims any obligation or undertaking to update or revise the forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based.

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, Russia, 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 who are 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, Aruna, AutoTrader, Autovit.ro, Avito, Azos, Bibit, Biome Makers, Borneo, Brainly, BUX, BYJU'S, Bykea, Captain Fresh, Codecademy, Collective Benefits, Creditas, DappRadar, DeHaat, Domofond.ru, dott, ElasticRun, eMAG, Endowus, Eruditus, EVERY, Facily, Flink, Good Glamm Group, GoodHabitz, Honor, iFood, Imovirtual, Klar, Kovi, LazyPay, letgo, Luno, Mensa Brands, Meesho, merXu, Movile, Oda, OLX, Otodom, OTOMOTO, PaySense, PayU, Pharmeasy, Properati, Property24, Quick Ride, Red Dot Payment, Republic, Shipper, ShopUp, SoloLearn, Stack Overflow, Standvirtual, Superside, Swiggy, Ula, Urban Company, and Wolt.

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, VK, Trip.com, Udemy, Skillsoft, Sinch 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.