Calculation of Prosus shares

Following shareholder approval, in September 2023, we removed the cross-holding of shares between Prosus and Naspers. This ensures the continuation of the open-ended share repurchase program, meaningfully simplifies our corporate structure and preserves the benefits gained from the listing of Prosus and from the share exchange transaction.

The table below sets out the calculation of the number of shares following the finalisation of the share capitalisation issue and removal of the Group’s cross-holding. We will update this table periodically for the open-ended buyback.

Notes

1. Number of shares at completion of the transaction to remove the crossholding.

2. Number of shares owned by Naspers is decreasing due to the open-ended share repurchase programme funded by regular sales of Prosus N shares. Naspers has sold 162 163 619 Prosus N shares since June 2022, when the programme commenced.

3. The open-ended share repurchase programme, initiated in June 2022, is currently underway. Prosus intends to cancel all the shares repurchased, which will be done periodically, adhering to standard regulatory procedures.

4. The crossholding, whereby Naspers owned Prosus N shares and Prosus in turn owned Naspers N shares, meant part of the Prosus N shares owned by Naspers had no economic distribution entitlement. The crossholding was removed in September 2023.

5. Each Prosus A share holds 1/5 of economic participation adjusted by the free float percentage (free float percentage equals the portion of issued Prosus N shares, net of treasury shares, not held by Naspers as a percentage of issued Prosus N shares). Each Prosus B share holds 1/1 000 000 of economic participation.