26 Jul 2023
Removal of the cross-holding structure update: publication of the notice of Annual General Meeting and Naspers circular
Prosus N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
AEX and JSE Share Code: PRX ISIN: NL0013654783
(Prosus)
Publication of the Naspers AGM Notice and Naspers Circular
Prosus shareholders (Prosus Shareholders) are referred to the joint announcement published by Prosus and Naspers Limited (Naspers) on 27 June 2023 (the Transaction Announcement) regarding Naspers's and Prosus's intention to implement a proposed transaction in terms of which the cross-holding structure between Naspers and Prosus will be removed (the Proposed Transaction). Capitalised terms not defined in this announcement shall have the meaning given to such terms in the Transaction Announcement.
Prosus Shareholders are advised that Naspers has today, on Wednesday, 26 July 2023, published a circular providing the shareholders of Naspers (Naspers Shareholders) with further information pertaining to the implementation of the Proposed Transaction insofar as it relates to Naspers (the Naspers Circular). The Naspers Circular accompanies the notice that convenes the virtual annual general meeting of Naspers Shareholders to be held at 14:00 SAST on Thursday, 24 August 2023 (the Naspers AGM), which has also been published and posted to Naspers Shareholders today, on Wednesday, 26 July 2023 (the Naspers AGM Notice). The Naspers AGM Notice, and the accompanying Naspers Circular are available on Naspers’s website at www.naspers.com/investors/shareholder-centre/shareholder-meetings.
The shareholder resolutions that must be approved by the Naspers Shareholders in order to implement the Proposed Transaction, insofar as it relates to Naspers, are set out in the Naspers AGM Notice. Voting on the shareholder resolutions necessary to implement the Proposed Transaction, insofar as it relates to Naspers, will consequently take place at the Naspers AGM.
Update on the Proposed Transaction
As set out in the announcement made by Prosus on Wednesday, 12 July 2023, voting on the shareholder resolutions required to implement the Proposed Transaction, insofar as it relates to Prosus, will take place at the hybrid annual general meeting of Prosus Shareholders to be held at 14:00 CET on Wednesday, 23 August 2023, at The Warehouse, Generaal Vetterstraat 51-A, 1059 BT Amsterdam, the Netherlands. Prosus will, in any event, ensure virtual access to the hybrid annual general meeting in a manner consistent with the arrangements for a virtual meeting. For further information, please refer to Prosus’ website at www.prosus.com/investors/shareholder-centre/shareholder-meetings.
The removal of the cross-holding structure between Naspers and Prosus pursuant to the Proposed Transaction is subject to the approval of Prosus Shareholders and Naspers Shareholders of the requisite shareholder resolutions.
Subject to obtaining the requisite approvals of Prosus Shareholders and Naspers Shareholders, further details pertaining to the implementation of the Proposed Transaction, including the applicable salient dates and times for implementation and the entitlement ratio of the Prosus Capitalisation Issue, will be outlined in an announcement to be released by Prosus following the Naspers AGM.
Amsterdam, the Netherlands, 26 July 2023
JSE sponsor to Prosus: Investec Bank Limited
International Legal Advisor: Allen & Overy LLP
Legal Advisor: Webber Wentzel
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.
Through the Prosus Ventures team, the group invests in new technology growth opportunities within logistics, fintech, health, blockchain, social and ecommerce platforms, agriculture and more.
The team actively backs exceptional entrepreneurs using technology to improve people's everyday lives.
Each month, over two billion customers across the globe use the products and services of companies that Prosus has invested in, acquired or built.