Results of Annual General Meeting

PROSUS N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
ISIN: NL0013654783
Euronext Amsterdam and JSE Share code: PRX
(Prosus or the company)

RESULTS OF ANNUAL GENERAL MEETING

Amsterdam, 27 August 2026 – Prosus N.V. (Prosus) (AEX and JSE: PRX)

The annual general meeting (AGM) of the shareholders of Prosus was held yesterday.

Shareholders are advised that all resolutions set out in the notice of the AGM were passed by the requisite majority of shareholders represented at the AGM and adopted.

We note that the issued share capital of Prosus at the record date was as follows:

Class of share	Nominal value per share	Number of votes per share	Issued share capital	Authorised share capital
Ordinary Share N (N shares)	EUR0.05	1	2,186,494,867	5,000,000,000
Ordinary Share A1 (A shares)	EUR0.05	1	6,446,739	10,000,000
Ordinary Share B (B shares)	EUR0.05	1	2,869,537,584	3,000,000,000

138,967,547¹ordinary shares N were held in treasury by the company as at the record date. Therefore, the number of ordinary shares that could have been voted at the meeting was 4,923,511,643. Of this number, 97% was present or represented and voted at the AGM.

Details of voting results:

NO.	AGENDA ITEM	VOTES FOR	%	VOTES AGAINST	%	VOTES ABSTAIN	VOTES TOTAL	% of ISSUED
3	To approve the directors' remuneration report	4,208,278,676	88.13	567,034,080	11.87	399,336	4,775,712,092	97.00%
4	To adopt the annual accounts for the financial year ending 31 March 2026	4,772,712,962	99.99	270,507	0.01	2,728,622	4,775,712,091	97.00%
5	To make a distribution in relation to the financial year ending 31 March 2026	4,746,340,744	99.39	29,183,974	0.61	187,373	4,775,712,091	97.00%
6	To discharge the executive directors from liability	4,667,400,196	97.82	103,954,820	2.18	4,357,075	4,775,712,091	97.00%
7	To discharge the non-executive directors from liability	4,582,322,462	96.04	189,032,383	3.96	4,357,246	4,775,712,091	97.00%
8	To adopt amendments to the remuneration policy of the executive and non-executive directors (including extension of the shareholding requirement to the CFO)	4,101,574,262	85.89	673,743,464	14.11	394,365	4,775,712,091	97.00%
9	To approve the remuneration of the non-executive directors	4,427,132,698	92.76	345,448,802	7.24	3,130,591	4,775,712,091	97.00%
10	To appoint Arnold Goldberg as a non-executive director of Prosus	4,754,748,863	99.57	20,543,477	0.43	419,751	4,775,712,091	97.00%
11	To reappoint the following non-executive directors:
11.1	Rachel Jafta	4,441,223,417	93.36	316,085,380	6.64	18,403,294	4,775,712,091	97.00%
11.2	Mark Sorour	4,551,936,430	95.44	217,343,480	4.56	6,432,181	4,775,712,091	97.00%
11.3	Manisha Girotra	4,481,453,329	93.85	293,843,712	6.15	415,050	4,775,712,091	97.00%
11.4	Ying Xu	4,693,467,997	98.29	81,828,686	1.71	415,408	4,775,712,091	97.00%
12	To reappoint Deloitte Accountants B.V. as the auditor charged with the auditing of the annual accounts and the sustainability statements for the year ending 31 March 2028	4,769,536,020	99.88	5,759,280	0.12	416,791	4,775,712,091	97.00%
13	To designate the board of directors as the company body authorised to issue shares	4,630,849,896	96.97	144,671,335	3.03	190,860	4,775,712,091	97.00%
14	To authorise the board of directors to resolve that the company acquires shares in its own capital	4,528,104,065	94.82	247,423,237	5.18	184,789	4,775,712,091	97.00%
15	To reduce the share capital by cancelling own shares	4,764,863,811	99.78	10,662,294	0.22	185,986	4,775,712,091	97.00%

Summary of statements from the annual general meeting:

Bringing AI-first innovation beyond the platform into everyday life

We believe rapid technological change offers real opportunities to invest in transformative businesses, particularly in artificial intelligence (AI). Our goal is to build the leading lifestyle ecosystems in Latin America, Europe and India, unlocking an AI-first world for over two billion customers.

In FY26 we made this tangible: we built a proprietary large commerce model to underpin our ecosystems, increased active AI agents tenfold across the group – including agents that power the daily workflow of our employees – and continued to embed ethical AI frameworks to ensure our technologies are safe, transparent and equitable. We are not negotiable on adhering to accepted standards of ethical practice in deploying technology.

Discount to net asset value

Our open-ended share-repurchase programme, funded by measured sales of Tencent shares, remains a significant value creator. Since inception in mid-2022, it has returned well over US$40bn of value to shareholders, reduced the free-float share count by around 30%, and lifted Prosus' net asset value per share by approximately 18%.

Despite returning US$10bn to shareholders through the buyback in FY26 alone, the combined Naspers/Prosus holding-company discount remained at around 43%. We recognise this has not yet delivered the narrowing shareholders are looking for, and closing this gap is a strategic board priority in FY27. Consistent with our pay-for-performance approach, the discount-linked component of the CEO and CFO's short-term incentives paid out at zero this year as a direct result.

Reshaping our strategy

We continued to focus on exceptional performance in our ecosystems, concentrated in Latin America, India and Europe. In FY26, all our ecosystems were profitable for the first time – a meaningful milestone in our transformation from a traditional holding company into an active operator of AI-driven lifestyle businesses.

Innovation remains at the core of our future, with expert teams working across the group to turn ideas into functional benefits for our customers and portfolio companies.

A year of progress

FY26 was a landmark year: group revenue grew 57% to US$9.7 billion, lifted by the acquisitions of Just Eat Takeaway.com and Despegar alongside strong organic growth from iFood and OLX. Ecosystem aEBITDA grew 84% and aEBIT grew 87%.

We continued to invest for long-term growth, deploying US$8.0 billion in FY26 within a disciplined framework. Core headline earnings were US$8.3 billion, up 13% (24% on a per-share basis).

Our balance sheet reflects the scale of this investment: we ended the year with US$12.5 billion in cash against US$17 billion of interest-bearing debt, a shift from the net cash position reported a year ago, following the JET and Despegar acquisitions. We remain fully committed to our investment-grade rating. Free cash inflow rose to US$1.5 billion, from US$1.0 billion.

Our role in society

As a global technology group, we continue to focus on solutions for some of the world's most pressing needs, while ensuring our own operations have a positive, lasting impact. In FY26 we published our first CSRD-compliant sustainability statements with limited assurance, and welcomed the European Commission's Omnibus I Directive, finalised in February 2026, which simplifies reporting requirements without diluting our underlying commitments.

On climate, our own operations remain at net-zero for scope 1 and 2 emissions, portfolio-wide scope 3 emissions fell 19%, and we made further progress electrifying delivery fleets at iFood and eMAG. On social impact, we exceeded our target of meaningfully impacting 20 000 lives across our ecosystem through education, digital and financial literacy programmes in India, Latin America and Europe.

Aligning remuneration to performance and value creation

Our remuneration principles remain simple: pay for performance; align with desired shareholder outcomes; achieve the business plan; and be consistent. In FY26, 10% of executives' short-term incentives remained linked directly to ESG metrics, including our employee engagement survey and social impact outcomes.

Our CEO's moonshot award remains in place. This requires our combined market capitalisation to double from US$84 billion to US$168 billion over four years from July 2024, and be sustained for a further year, together with total shareholder returns beating the median of a highly competitive peer group. Progress is tracked and disclosed transparently. In response to shareholder feedback, we also propose extending our existing CEO shareholding requirement (four to six times annual salary) to the CFO, who would be expected to hold shares worth up to two times his annual base salary.

Proposed adjustments to the CEO and CFO's total remuneration for FY27 are detailed in the remuneration policy and annual report.

Distributions to shareholders

Shareholders approved the distribution to holders of ordinary shares N of 28 euro cents per share. Shareholders holding their ordinary shares N in South Africa via Strate will then receive a gross distribution of 520.2386 Rand cents per ordinary share N. Holders of ordinary shares B and ordinary shares A1 will receive an amount per share equal to their economic entitlement as set out in the articles of association.

Dividends and capital repayments are declared and paid in euros. The above amounts are based on an EUR/ZAR exchange rate of R18.57995 as at 26 August 2026. Further details regarding the distribution will be published at a later date.

The distribution will by default be paid as a capital repayment. Holders of ordinary shares N as at 6 November 2026 (the dividend record date) who do not wish to receive a capital repayment can instead elect to receive a dividend; a choice for one option implies an opt-out from the other. Elections to receive a dividend instead of a capital repayment need to be made by holders of ordinary shares N by 23 November 2026. Capital repayments and dividends will be payable to shareholders recorded in our books on the dividend record date and paid on 1 December 2026.

Capital repayments will be paid from qualifying share capital for Dutch tax purposes, and no dividend withholding tax will be withheld on these amounts. Shareholders who instead elected to receive a dividend from retained earnings will be subject to the Dutch dividend withholding tax rate of 15%.

Holders of ordinary shares N who elected to receive a dividend and who hold their listed ordinary shares N through the company's listing on the JSE will, in addition to the 15% Dutch dividend withholding tax, be subject to South African dividend tax at a rate of up to 20%. The amount of this additional South African dividend tax is calculated by deducting from the 20% a rebate equal to the Dutch dividend tax paid in respect of the dividend (without right of recovery). Shareholders holding their listed ordinary shares N through the JSE, unless exempt from South African dividend tax or entitled to a reduced withholding tax rate under an applicable tax treaty, will be subject to a maximum of 20% South African dividend tax.

Looking forward with confidence

Our purpose is unchanged – we aim to improve everyday life for people around the world by building leading companies that use technology to meet societal needs in better ways. Having reached profitability across every ecosystem this year, we are focused on sustaining that momentum: growing responsibly, deepening our AI-first edge, and continuing to narrow the gap between our market value and the sum of our parts. This will create long-term value for our shareholders.

Amsterdam, the Netherlands

27 August 2026

JSE sponsor to Prosus:

Investec Bank Limited

Euronext listing agent

ING Bank N.V.

Euronext paying agent

ING Bank N.V.

Investor Enquiries  Eoin Ryan, Head of Investor Relations	+1 347-210-4305
Media Enquiries  Charlie Pemberton, Communications Director	+31 6 15494359

¹As disclosed on 19 May 2026; subject to further reduction from the ongoing share-repurchase programme by the 29 July 2026 record date.