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Notice of optional redemption price to the holders of Prosus N.V.

20 February 2020

Notice of optional redemption price to the holders of Prosus N.V. NOTICE OF OPTIONAL REDEMPTION PRICE
TO THE HOLDERS OF
PROSUS N.V.
6.00% NOTES DUE 2020
Common Code: RegULATION S: 095401988 / RULE 144A: 095403603
ISIN: RegULATION S: USN5946FAB33 / RULE 144A: US62856RAB15

REDEMPTION DATE: FEBRUARY 21, 2020

In connection with the Redemption Notice of Prosus N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (formerly known as Myriad International Holdings B.V.) (the “Issuer”) dated January 22, 2020, NOTICE IS HEREBY GIVEN of the redemption price (the “Redemption Price”) of all of the outstanding 6.00% Notes due 2020 (the “Notes”) issued by the Issuer, which are to be redeemed on February 21, 2020 (the “Redemption Date”) in accordance with Sections 11.02, 11.03 and Section 12.04 of the Fiscal and Paying Agency Agreement, dated as of July 18, 2013 (the “FPAA”), among the Issuer, Naspers Limited (the “Parent Guarantor”), Citibank, N.A., London Branch, as fiscal agent, paying agent and transfer agent (the “Agent”) and Citigroup Global Markets Europe AG (formerly known as Citigroup Global Markets Deutschland AG), as registrar.  Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the FPAA.

1.       The Redemption Price will be equal to:

(a)     $1,015,954,000.00 (U.S.$1,015.954 per U.S.$1,000 principal amount), which is the sum of the present values of the remaining scheduled payments of principal and interest on the Notes (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate of 1.562% plus 50 basis points (the Treasury Rate was calculated on the third Business Day preceding the Redemption Date); plus (b) accrued and unpaid interest on the principal amount being redeemed and Additional Amounts, if any, to, but (but excluding) the Redemption Date, which is equal to U.S.$5,500,000.00 (U.S.$5.50 per U.S.$1,000 principal amount).

The Redemption Price will be paid to holders of record as of the Record Date (as defined below).

The record date shall be the Business Day immediately preceding the Redemption Date (the “Record Date”). On the Redemption Date, each Note being redeemed shall become due and payable, and interest shall cease to accrue.  Following the redemption, no principal amount of the Notes will remain outstanding. Unless the Issuer or the Parent Guarantor defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date, and the Holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest (and Additional Amounts, if any) to the Redemption Date. The redemption payment will be made on February 21, 2020.

Holders of any Notes in certificated form will be paid the Redemption Price upon presentation and surrender of their Notes for redemption at the address indicated below, and Notes in book-entry form must be surrendered through the facilities of The Depository Trust Company in the usual manner.  For all Notes surrendered in book-entry form, payment of the Redemption Price will be made through the facilities of The Depository Trust Company in the usual manner.  Notes called for redemption must be so surrendered in order to collect the Redemption Price.  The address for delivery of any Notes in certificated form is as follows:

Citibank, N.A., London Branch
6th Floor, Citigroup Centre
25 Canada Square
Canary Wharf, London E14 5LB
United Kingdom
Attention: Agency & Trust
 
The method chosen for the surrender of the Notes is at the option and risk of the Holder. If surrender is by mail, use of properly insured registered or certified mail is suggested. All questions as to the validity, eligibility (including time of receipt) and acceptance of any of the Notes for redemption shall be determined by the Issuer, whose determination shall be final and binding.

The Common Code and ISIN numbers referred to above have been assigned to the Notes by an organization not affiliated with the Issuer or the Agent and are included solely for the convenience of the Holders of the Notes. Neither the Issuer nor the Agent shall be responsible for the selection or use of the Common Code and ISIN, nor is any representation made as to their correctness or accuracy on the Notes or as indicated in this redemption notice. The redemption of the Notes shall not be affected by any defect in or omission of such numbers.

The Issuer hereby also announces that it has requested the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) to remove the Notes detailed above from the Global Exchange Market of Euronext Dublin, with effect from February 21, 2020.

IMPORTANT NOTICE

Under applicable United States federal income tax law, the applicable withholding agent (in this case the applicable clearing system) making payment of the redemption price to a beneficial owner may be obligated to withhold a percentage of the payment unless such beneficial owner has, before payment of the redemption price is made to the beneficial owner (i) furnished a valid taxpayer identification number and certification that the number supplied is correct or (ii) has otherwise established that such beneficial owner is not subject to backup withholding. Beneficial owners of the Notes who wish to avoid the application of these provisions should submit either a completed IRS Form W-9 (use only if the beneficial owner is a U.S. person, including a resident alien, as determined for U.S. federal income tax purposes), or the appropriate IRS Form W-8 (use only if you are neither a U.S. person nor a resident alien, as determined for U.S. federal income tax purposes), when presenting the Notes for payment. Failure to timely provide these documents will result in a maximum amount of U.S. withholding tax being deducted from any redemption payment that is made to you. See IRS Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. Publication 515, IRS Form W-9, and IRS Form W-8 forms and corresponding instructions are available through the IRS website at www.irs.gov.

This notice is given by Prosus N.V., the Issuer.

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