Prosus N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
AEX and JSE Share Code: PRX ISIN: NL0013654783
(“Prosus”)
PROSUS TRADING STATEMENT
Shareholders are advised that the Prosus group (“the Group”) is finalising its consolidated financial statements for the year ended 31 March 2026.
Prosus N.V. (“Prosus”) is a subsidiary of Naspers Limited (“Naspers”), a company incorporated in South Africa and listed on the Johannesburg Stock Exchange (“JSE”) in South Africa.
For context, in terms of the JSE Listings Requirements, South African listed entities with a primary listing on the exchange issue a trading statement under certain conditions. Naspers has released a statement in anticipation of its financial results to be released on Monday 29 June 2026.
The financial results of Prosus almost completely account for Naspers’s results. To ensure that shareholders of Prosus are provided with equivalent information simultaneously, Prosus is issuing this voluntary trading statement.
The financial year ended March 2026, marked a milestone for Prosus: we delivered on our ambitious targets, generating over US$7.3 billion in revenue and US$1.1 billion in Ecosystem(formerly called Ecommerce) adjusted EBITDA. Every one of our ecosystems is now profitable, and our free cash flow — excluding Tencent — continues to grow. We have completed our transformation from a traditional holding company into an active operator of AI-driven lifestyle ecosystems across Latin America, Europe and India.
Core headline earnings per ordinary share N for continuing operations for the period are expected to increase between 19.0%-28.0%. The board considers core headline earnings a useful indicator of the operating performance of the Group, as it adjusts for non-operational items.
Headline earnings per ordinary share N for continuing operations will rise between 6.7%-15.7%.
Both of the above measures are driven by strong growth in revenue and profitability of our consolidated businesses and equity accounted investments, most notably Tencent. Core headline earnings per share outpaced headline earnings, as the core measure excludes fair value investment losses recognised in Tencent’s earnings.
Earnings per ordinary share N for continuing operations during the period is expected to range between (2.6%)-6.4%. This is primarily driven by the Group's improved overall profitability across consolidated businesses in LatAm, Europe and India as well as stronger equity accounted results, primarily from Tencent. This was offset by a lower gain from the sale of our Tencent shareholding - reflecting fewer shares sold in the period - and increased unrealised foreign currency losses on translation of the euro-denominated bonds to the group’s US dollar reporting currency.
Illustrated below are the anticipated changes in earnings, headline earnings and core headline earnings per share for continuing operations for the year ended 31 March 2026 as compared to 31 March 2025 for continuing and total operations:
| Continuing operations | 31 March 2025 US cents | 31 March 2026 expected increase US cents | Expected increase % |
|---|---|---|---|
| Earnings per ordinary share N(1) | 519 | (13)-33 | (2.6%)-6.4% |
| Headline earnings***per ordinary share N(1) | 258 | 17-41 | 6.7%-15.7% |
| Core headline earnings**** per ordinary share N(1) |
306 | 58-86 | 19.0%-28.0% |
| Total operations | 31 March 2025 US cents | 31 March 2026 expected increase US cents | Expected increase % |
|---|---|---|---|
| Earnings per ordinary share N(1) | 514 | (8)-38 | (1.5%)-7.4% |
| Headline earnings***per ordinary share N(1) | 256 | 19-43 | 7.6%-16.7% |
| Core headline earnings**** per ordinary share N(1) | 304 | 60-88 | 19.8%-28.8% |
More details will be published with the consolidated financial statements on Monday, 29 June 2026.
Financial information on which this trading statement is based has not been subject to an independent audit or review by the Group’s auditors.
*** Headline earnings represents net profit for the year attributable to the Group's equity holders, excluding certain defined separately identifiable remeasurements relating to, amongst others, impairments of tangible assets, intangible assets (including goodwill) and equity-accounted investments, gains and losses on acquisitions and disposals of investments as well as assets, dilution gains and losses on equity-accounted investments, remeasurement gains and losses on disposal groups classified as held for sale and remeasurements included in equity-accounted earnings, net of related taxes (both current and deferred) and the related non-controlling interests. These remeasurements are determined in accordance with Circular 1/2023, headline earnings, as issued by the South African Institute of Chartered Accountants, at the request of the JSE Limited in relation to the calculation of headline earnings and disclosure of a detailed reconciliation of headline earnings to the earnings numbers used in the calculation of basic earnings per share in accordance with the requirements of IAS 33 – Earnings per Share, under the JSE Listings Requirements.
**** Core headline earnings, a non-IFRS performance measure, represents headline earnings, excluding certain non-operating items. Specifically, headline earnings are adjusted for the following items to derive core headline earnings: (i) equity-settled share-based payment expenses on transactions where there is no cash cost to the group. These include those relating to share-based incentive awards settled by issuing treasury shares as well as certain share-based payment expenses that are deemed to arise on shareholder transactions; (ii) subsequent fair value remeasurement of cash-settled share-based incentive expenses; (iii) cash-settled share-based compensation expenses deemed to arise from shareholder transactions by virtue of employment; (iv) deferred taxation income recognised on the first-time recognition of deferred tax assets as this generally relates to multiple prior periods and distorts current-period performance; (v) fair value adjustments on financial instruments and unrealised currency translation differences, as these items obscure the group’s underlying operating performance; (vi) gains, losses and restructuring expenses (including acquisition-related costs) resulting from acquisitions and disposals of businesses as these items relate to changes in the group’s composition and are not reflective of the group’s underlying operating performance; and (vii) the amortisation of intangible assets recognised in business combinations and acquisitions as these expenses are not considered operational in nature. These adjustments are made to the earnings of businesses controlled by the group as well as the group’s share of earnings of associates and joint ventures, to the extent that the information is available.
(1) Per share information is based on the net number of N ordinary shares in issue during the respective periods. The A ordinary shareholders and B ordinary shareholders share 1/5th and 1/1 000 000th respectively of the earnings attributable to the external N shareholders as at 31 March 2026. The earnings will be expected to increase in the same ratio as N ordinary shareholders.
18 June 2026
Symphony Offices Gustav Mahlerlaan 5
1082 MS Amsterdam The Netherlands
Sponsor:
Investec Bank Limited
About Prosus
Prosus is the power behind the world’s leading lifestyle ecommerce brands, across Europe, India, and Latin America, unlocking an AI-first world for our 2 billion customers.
The Prosus technology ecosystem spans food delivery, payments, classifieds, travel, events, and mobility. Our integrated approach enhances user engagement and creates the foundation for unprecedented AI capabilities through proprietary data and cross-service intelligence.
Through Prosus Ventures, we invest in companies which inspire and support the Prosus ecosystem. We search for new opportunities at the leading edge of AI and ecommerce, the digital AI workforce and in frontier technologies, such as robotics, drones and synbio.
The team actively backs exceptional entrepreneurs who are using technology to improve people’s everyday lives.
To find out more, 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.
