Regulatory news

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

Finalisation of distributions to shareholders

Further to the announcement on 17 October 2023, holders of ordinary shares N are entitled to a gross payment, in the form of a capital repayment, of 7 euro cents per share, holders of ordinary shares A1 will receive a dividend distribution of 0.82040 euro cents per share and holders of ordinary shares B will receive a dividend distribution of 0.000007 euro cents per share for the year ended 31 March 2023. 

Holders of ordinary shares N as at Friday, 3 November 2023 (the “dividend record date”) who do not wish to receive a capital repayment can elect to receive a dividend instead. A choice for one option implies an opt-out of the other option. Elections to receive a dividend instead of a capital repayment will need to be made by holders of ordinary shares N by Monday, 20 November 2023. Capital repayments and dividends will be payable to shareholders recorded in the books on the dividend record date and paid on or after Tuesday, 28 November 2023.

Dividends and capital repayments are declared and paid in euros. For those holders holding their ordinary shares N in South Africa via Strate will receive a gross distribution of 141.4280 Rand cents per ordinary share N.  South Africa holders of ordinary shares A1 will receive a gross dividend of 16.57542 Rand cents per ordinary share A1.  Holders of ordinary shares B will receive a dividend distribution of 0.00014 Rand cents per ordinary B share.  This is based on an EUR/ZAR exchange rate of R20.2040 as at 23 August 2023.

Shareholders electing to receive a dividend will receive a dividend declared from retained earnings.  Dividends will be subject to the Dutch dividend withholding tax rate of 15% yielding, to those shareholders not entitled to an exemption or relief from Dutch dividend tax, a net dividend of 5.95 euro cents per share for N shares held via Euronext and 120.2138 Rand cents per ordinary N share held via Strate on the South African register and traded on the JSE and 14.08911 Rand cents per ordinary share A1 to those shareholders not entitled to an exemption or relief from Dutch dividend tax.

In addition to the Dutch dividend withholding tax at a rate of up to 15%, dividends paid in respect of ordinary N shares on the South African register and traded on the JSE will also be subject to South African dividend tax at a rate of up to 20% in relation to shareholders not entitled to an exemption from South African dividend tax. The amount of additional South African dividend tax payable may be subject to a rebate for Dutch dividend withholding tax paid in respect of such dividend without any right of recovery by any person, so that the aggregate dividend tax would in those cases add up to a maximum of 20%.

As a general position for South African tax resident shareholders holding their shares on the JSE that are not exempt from South African Dividend tax, if they positively elect to receive a dividend, the consequences will be as follows:

*Non-South African shareholders may be subject to a South African withholding tax (in addition to the 15% Dutch withholding tax) of 20%.

Shareholders are advised that the matters contemplated in this announcement may have different consequences for each shareholder depending on the jurisdiction in which they reside and their other unique circumstances. Shareholders are accordingly advised to seek their own professional advice (including tax advice) in relation to matters contained in this announcement.

Prosus does not accept responsibility and will not be held liable for any act of or omission by any CSDP or broker, including, without limitation, any failure on the part of the CSDP or broker or any registered shareholder to notify the holder of any beneficial interest in respect of the distribution or any other matter set out in this announcement.

Holders of Prosus American Depositary Receipts which trade on an over-the-counter basis in the United States will receive a dividend.

Amsterdam, the Netherlands
24 October 2023

JSE sponsor to Prosus
Investec Bank Limited

Enquiries