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 2025

Shareholders are advised that the company’s annual report (including consolidated annual financial statements) for the year ended 31 March 2025 will be available on the company’s website, www.prosus.com, this morning, Monday, 23 June 2025.

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.

Notice of hybrid annual general meeting

Prosus shareholders are advised that notice is hereby given, in terms of the notice of annual general meeting published today, on 23 June 2025, that the hybrid annual general meeting of Prosus (the Annual General Meeting) will be held at 14:00 CET on Wednesday, 20 August 2025, at The Warehouse, Generaal Vetterstraat 51-A, 1059 BT Amsterdam, the Netherlands. Prosus will, in any event, ensure virtual access to the Annual General Meeting in a manner consistent with the arrangements for a virtual meeting. Virtual participation will be subject to Prosus' terms and conditions for general meetings. Prosus shareholders can virtually attend and vote at the Annual General Meeting on all resolutions via evote.ingwb.com or email [email protected], and, if they wish, vote in real time online.

Prosus shareholders registered in the Prosus shareholders’ register or in the (sub)registers designated by the board of directors of Prosus on Wednesday, 23 July 2025 (i.e. the record date), or their authorised representatives, who wish to attend and/or vote at the Annual General Meeting must apply via evote.ingwb.com or email [email protected] by no later than on Wednesday, 13 August 2025, at 17:30 CET.

The notice of the Annual General Meeting, including the agenda with explanatory notes, together with the power of attorney, is available on Prosus’ website at www.prosus.com/investors/shareholder-centre/shareholder-meetings. Prosus’ remuneration report and the proposed remuneration policy are included in the 2025 annual report of Prosus and on the website.

The issued share capital of Prosus as at today, on 23 June 2025, is 2,378,947,836 Prosus ordinary shares N, 6,446,739 Prosus ordinary shares A1 and 2,869,537,584 Prosus ordinary shares B.

Dividend

Further, shareholders are advised that the company’s board of directors recommends that, holders of ordinary shares N receive a distribution of approximately 20 euro cents, which represents an increase of approximately 100% 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 3 November 2025 (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 20 August 2025, elections to receive a dividend instead of a capital repayment will need to be made by holders of ordinary shares N by 17 November 2025. 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 25 November 2025. 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
23 June 2025

Euronext listing agent
ING Bank N.V.

Euronext paying agent
ING Bank N.V.

JSE Sponsor
Investec Bank Limited

Enquiries