Regulatory news

Prosus N.V.

(Incorporated in the Netherlands)

(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)

AEX and JSE Share Code: PRX ISIN: NL0013654783

(Prosus)

Distribution of annual report 2024 and update regarding annual general meeting

Distribution of annual report 2024

Shareholders are advised that the company’s annual report (including consolidated annual financial statements) for the year ended 31 March 2024 will be available on the company’s website, www.prosus.com, this morning, Monday, 21 June 2024.

The summarised consolidated financial statements together with additional supporting information for the annual report will also be published on the website, www.prosus.com, together with the annual report.

Update regarding the annual general meeting 2024

The notice of the hybrid annual general meeting, including the agenda with explanatory notes, together with the power of attorney, will be made available on the company’s website at www.prosus.com at a later date. The annual general meeting is expected to be held at 14:00 on Wednesday, 21 August 2024.

Further, shareholders are advised that the company’s board of directors recommends that, holders of ordinary shares N receive a distribution of approximately 10 euro cents, which represents an increase of approximately 43% for free-float shareholders. 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. Furthermore, the board recommends that those holders of ordinary shares N as at 1 November 2024 (the dividend record date) who do not wish to receive a capital repayment, can choose to receive a dividend instead. A choice for one option implies an opt-out from the other. If confirmed by shareholders at the annual general meeting on 21 August 2024, elections to receive a dividend instead of a capital repayment will need to be made by holders of ordinary shares N by 18 November 2024. More information on the distribution will be published in the notice of annual general meeting.

Capital repayments and dividends will be payable to shareholders recorded in our books on the dividend record date and paid on 26 November 2024. Capital repayments will be paid from qualifying share capital for Dutch tax purposes. No dividend withholding tax will be withheld on the amounts of capital reductions paid to shareholders. However, if holders of ordinary shares N rather elect to receive a dividend from retained earnings, dividends will be subject to the Dutch dividend withholding tax rate of 15%.

Dividends payable to holders of ordinary shares N who elect to receive a dividend and who hold their listed ordinary shares N through the listing of the company 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 additional South African dividend tax will be 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 listing of the company on the JSE, unless exempt from paying South African dividend tax or entitled to a reduced withholding tax rate in terms of an applicable tax treaty, will be subject to a maximum of 20% South African dividend tax.

More information on the distribution will be published following approval at the annual general meeting.

Amsterdam, the Netherlands, 24 June 2024

Euronext listing agent

ING Bank N.V.

Euronext paying agent

ABN AMRO Bank N.V.

JSE Sponsor

Investec Bank Limited

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