2024

ANNUAL REPORT

Improving everyday life for billions of people through technology

Group overview

Performance review

Sustainability review

Governance

Financial statements

Other information

1 / 1

Prosus is a global technology group with businesses and investments in growth markets around the world.

Contents

  • Group overview
  • Path to profitability
  • Snapshot FY24
    4 Group overview
    7 Segment overview
    8 Chair's review
    10 Our board and management
    12 Interim chief executive's review
    14 Chief financial officer's review
    17 Our strategy
    18 How we create value - our business model
    20 The world in which we operate
    22 Engaging with our stakeholders
    24 Our double-materiality assessment

29 Creating value through intelligent risk management

  1. Performance review
  2. Food Delivery

35 Classifieds

  1. Payments and Fintech
  1. Edtech
  1. Etail - eMAG
  1. Other Ecommerce: Ventures
  2. Social and internet platforms
  1. Sustainability review
  2. Creating sustainable value

54 People

  1. Artificial intelligence
  1. Cyber-resilience
  1. Data privacy
  1. Business culture, ethics and integrity
  2. Human rights
  3. Social inclusion
  4. Taxonomy disclosure
  1. Tax
  1. Governance
  2. Governance

78 Overview of governance

  1. The board and its committees
  1. Committee reports
    85 Audit committee
  1. Risk committee
  2. Sustainability committee
  1. Nominations committee
  2. Human resources and remuneration committee

88 Remuneration report

90 Background and policy

93 Implementation of remuneration policy

105 Additional information

106 About this report

  1. Financial statements
  2. Independent auditor's report
  1. Limited assurance report of the independent auditor on the sustainability information of Prosus N.V.
  2. Consolidated statement of financial position
  3. Consolidated income statement
  1. Consolidated statement of comprehensive income
  2. Consolidated statement of changes in equity
  1. Consolidated statement of cash flows

121 Notes to the consolidated financial statements

185 Company financial statements

187 Notes to the company financial statements

  1. Other information
  2. Reconciliation of financial alternative

performance measures

204 Other information to the company financial

statements

Definitions

Terms used in the annual report shall bear the meanings ascribed to them in the glossary unless the context clearly states otherwise. The glossary is included on pages 206 to 213.

Alternative performance measures

In presenting and discussing our performance, we use certain alternative performance measures not defined by IFRS, referred to as non-IFRS-EU financial measures, alternative performance measures or APMs. Such measures include economic-interest-basis information; trading profit; adjusted EBITDA; headline earnings; core headline earnings; and growth in local currency, excluding acquisitions and disposals. Segment reviews in this report are prepared showing revenue on an economic-interest basis (which includes consolidated subsidiaries and a proportionate share of associated companies and joint ventures), unless otherwise stated.

Numbers included in brackets represent the equivalent measure on the basis of growth in local currency, excluding acquisitions and disposals. For a further explanation of the use of APMs, refer to 'About this report' in the governance section.

Forward-looking statements

This report contains forward-looking statements as defined in the United States Private Securities Litigation Reform Act of 1995 concerning our financial condition, results of operations and businesses. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control and all of which are based on our current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of forward-looking terminology such as 'believes', 'expects', 'may', 'will', 'could', 'should', 'intends', 'estimates', 'plans', 'assumes' or 'anticipates', or associated negative, or other variations or comparable terminology, or by discussions of strategy that involve risks and uncertainties. These forward-looking statements and other statements contained in this report on matters that are not historical facts involve predictions.

No assurance can be given that such future results will be achieved. Actual events or results may differ materially as a result of risks and uncertainties implied in such forward-looking statements.

A number of factors could affect our future operations and could cause those results to differ materially from those expressed in the forward-looking statements, including (without limitation): (a) changes to IFRS and associated interpretations, applications and practices as they apply to past, present and future periods; (b) ongoing and future acquisitions, changes to domestic and international business and market conditions such as exchange rate and interest rate movements; (c) changes in domestic and international regulatory and legislative environments; (d) changes to domestic and international operational, social, economic and political conditions; (e) labour disruptions and industrial action; and (f) the effects of both current and future litigation. The forward-looking statements contained in this report apply only as of the date of the report. We are not under any obligation to (and expressly disclaim any such obligation to) revise or update any forward-looking statements to reflect events or circumstances after the date of the report or to reflect the occurrence of unanticipated events. We cannot give any assurance that forward-looking statements will prove correct and investors are cautioned not to place undue reliance on any forward-looking statements.

Statement on European Single Electronic Format (ESEF)

This document is the PDF/printed version of the 2024 annual report of Prosus N.V. The 2024 annual report was made publicly available pursuant to section 5:25c of the Dutch Financial Supervision Act (Wet op het financieel toezicht), and was filed with the Netherlands Authority for the Financial Markets in European single electronic reporting format (the ESEF package).

The ESEF package is available on the company's website at www.prosus.com and includes a human-readable XHTML version of the 2024 annual report. In any case of discrepancies between this PDF version and the ESEF package, the latter prevails. The independent auditor's report included in this PDF/printed version relates only to the ESEF package.

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205 Administration and corporate information

  1. Analysis of shareholders and shareholders' diary
  2. Glossary

Material matters

Geopolitical stability

Data privacy and cyber-resilience

Digital regulation and

AI governance

Management

Business integrity of workers in value chain

Responsible

Social

investment

inclusion

People (own workforce management, diversity, equity and inclusion, talent attraction and retention)

Climate action

Sustainable deliveries

Water use

Group overview

Performance review

Sustainability review

Governance

Financial statements

Other information

1 / 2

Group overview

Path to profitability

In this section we give a snapshot of our business, how we have performed, who leads us and how we create long-term value through our business model.

We have a long history of investing and building businesses, then highlighting value.

It is in our DNA to look for new opportunities, see the potential others are not seeing and then to do the hard work of building and bringing businesses to scale and profitability. This is the case for our Ecommerce portfolio, which houses our focus segments Food Delivery, Classifieds, Payments and Fintech, and Edtech.

As expected, FY23 was the peak of our investment in ecommerce. Pleasingly, our FY24 results reflect aggregate Ecommerce profitability and cash flow generation, six months ahead of our stated timeline. Our strong balance sheet and liquidity remain key advantages in the current climate, underpinned by our disciplined approach to investing and commitment to maintain our investment-grade rating.

Progress since listing Prosus in 2019

Built valuable growth extensions

Continued investment of US$428m in extensions in

high-conviction growth areas

Consolidated Ecommerce profitability Delivering consolidated Ecommerce trading profit

Structural improvement

Simplified corporate structure by removing the crossholding between Naspers and Prosus

Enhanced disclosure

Financial, sustainability and remuneration reports

Strengthened shareholder engagement

Value creation, structural action, compensation, sustainability

Unlocked value for shareholders

US$30bn value delivered from buybacks since June 2022

Group overview

Performance review

Sustainability review

Governance

Financial statements

Other information

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Snapshot FY24

>550 data scientists now part of the Prosus AI community

  • >13 000 associates have the Prosus AI Assistant available
  • Deployed GenAI across a wide range of use cases. iFood has deployed a GenAI-powered assistant to further support the work of customer service teams, increasing customer satisfaction by 36%. OLX uses automatic image detection for moderation, resulting in over 98% automation

The Science Based Targets

initiative (SBTi) has verified our group reduction targets

  • This confirms that our climate change commitments are aligned with the Paris Agreement
  • A 100% reduction in absolute scope 1 and
    2 GHG emissions by FY28 from FY20 base year, in line with a 1.5°C climate scenario
  • Reduce our absolute corporate scope 3 GHG emissions from air business travel by 30%
    by FY30 from FY20 base year
  • Committed to ensuring that over 50% of our portfolio companies, measured by invested capital, will have set their own science-based reduction targets by FY30

Path to profitability

  • Ecommerce profitability and cash flow generation achieved six months ahead of our stated timeline

A diverse team of 31 people in data privacy roles in 10 jurisdictions across the globe

  • Prosus is a foundational supporter of the new AI governance professional certification
  • 40 professionals across our group are preparing to obtain this certification with dedicated support from the Prosus privacy office and Prosus
    AI team

Our culture -

Connect. Build. Thrive.

  • Refined and flattened our organisational structure which better aligns with our strategy for sustainable growth
  • Team and culture play a critical role in achieving our long-term goals and reigniting our legacy of building and investing in exceptional businesses for sustainable returns

Total taxes paid

US$1.2bn

  • Direct taxes levied: US$845m and indirect taxes
    collected: US$367m
  • Prosus' approach to tax centres around paying taxes in the countries where we operate

Some 43% increase in Prosus dividend to free-float shareholders

  • The board recommends that holders of ordinary shares N receive a distribution of 10 euro cents
  • 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

Value creation for the group in terms of the share-repurchase programme:

US$30bn

  • Tencent's share buyback programme should result in the group increasing net asset value per share
  • Increase of 8.2% in NAV per share for shareholders since the beginning of the repurchase programme
  • Ongoing repurchase programme to continue

Fabricio Bloisi appointed as

chief executive

  • Appointed new chief executive effective 10 July 2024
  • Reviewed and interviewed some 60 high quality internal and external candidates, each with their own unique strengths and merits
  • Ervin Tu will take on the new role of president and CIO

Strong financial performance

Revenue1 (US$'m)

33 367

31 393

31 744

28 342

2021

2022

2023

2024

Trading profit1 (US$'m)

5 798

5 468

5 053

3 606

2021 2022 2023 2024

  • Presented on an economic-interest basis from continuing operations.

Group overview

Performance review

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Other information

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Group overview

Who we are

We are a global technology group with businesses and investments in growth markets around the world.

We aim to be one of the pre-eminent owners of exceptional technology businesses globally.

As a group, we build world-changing businesses that delight their customers and help their communities thrive. We empower our teams to develop their skills and build meaningful careers. We create long-term value for our shareholders and our many other stakeholders.

Strong position

Ecommerce

Catalysts for value

creation

Solid financial

Our businesses in

Achieved Ecommerce

Food Delivery,

profitability; value-accretive

position

Payments and Fintech,

open-ended share

Net cash and

Classifieds and

repurchase; Tencent share

excellent liquidity are

Edtech recorded profit

price growth; simplified

strategic advantages

of US$110m in FY24,

group structure; building a

in the current

versus a loss of

repeatable process of

environment.

US$264m in FY23.

investing towards

crystallisation and return.

Our purpose

Improving everyday life for billions of people through technology

What we do

We build leading companies that empower people and enrich communities

We estimate that one-quarter of the world's population

use the products and services of businesses we have built, acquired

or invested in. Many use more than one of the products and services.

Our values

Our values underpin our culture, which guides our actions.

We build

At heart, we're entrepreneurs.

We back local entrepreneurs and teams, and we operate and invest in businesses in many of the most exciting markets in the world. Our focus on sustainable long-term value creation means our group is a great place for people to build their careers. We work hard to connect, learn and grow to be the best we can be.

We deliver

We push for excellence in everything we do.

We move fast, adapting quickly to seize opportunities. We agree on clear and ambitious goals, and regularly discuss how to beat them. Our reward is hardwired to performance, and depends on what we deliver and how we deliver it.

We're responsible

We matter to our customers and communities.

We strive to maximise our positive impact on society and the planet. Wherever we operate, we hold ourselves to the highest standards, set out in our code of business ethics and conduct. We're all responsible for the impact we deliver.

We bring food

and more to

people's doors

and more

customers to restaurants' kitchens.

We put the

power to make

fast, secure payments in people's hands

and give them

credit options too,

often for the

first time.

We enable people

We open up

and businesses

a world of

to buy and

learning,

sell quickly,

helping millions

conveniently

of people learn

and safely

where, when

and boost the circular

and how

economy by giving

they want.

items multiple lives.

We value each other

We believe diversity in our teams and in our thinking delivers better outcomes for all.

We create supportive and flexible environments so we can perform at our best. We're empowered to make decisions about our work because we're trusted to do a great job.

Group overview

Performance review

Sustainability review

Governance

Financial statements

Other information

1 / 5

Group overview

What sets us apart

We think global and act local

  • Focus on emerging consumer trends linked to disruptive innovation - we identify changes early, invest in and adapt proven business models for the high-growth markets we focus on.

Food Delivery

Edtech

  • Leverage our skills, local knowledge and position to build businesses that are scalable and benefit from local network effects.

By operating locally, we benefit from the insights of our local operations and their markets. We gain early views on emerging models and are therefore better positioned to drive organic and inorganic growth and support entrepreneurial, seasoned business leaders.

Food Delivery

Classifieds

Payments and Fintech

Etail

  • We believe our platforms offer customers fast, intuitive and secure environments for communicating and conducting transactions.

Food Delivery

Classifieds

Payments and Fintech

Etail

  • Focus on markets that we believe show above-average growth opportunities given their economic prospects, scalability and fast-growing, mobile internet penetration levels.

India

Brazil

  • We believe building strong global and local brands is an important way for our businesses to differentiate themselves, driving organic growth through word-of-mouth while complying with the laws and regulations in these markets.

Classifieds

Payments and Fintech

  • We are early adopters of the latest technologies and ensure that we develop and deploy them as quickly as possible across our portfolio, to drive growth, innovation and our competitive ability.

AI plus GenAI

We are both an operator and an investor - we believe this duality is the right approach to creating value and allocating capital nimbly

› As operator, we are able to make smarter investment decisions.

Food Delivery

  • As investor, we support our businesses with the right combination of capital, market knowledge and know-how to succeed. We benefit from access to attractive opportunities globally. We have long-standing and successful relationships with prominent internet businesses in our largest markets.

Food Delivery

Edtech

Ventures

  • Concentrating on customers, thinking about their lives and how best to meet their needs is central to what we do. Across our portfolio, we are building ecosystems with multiple customer touchpoints to improve their experience and retain their loyalty. We align technology and data with key customer needs such as convenience, ease of use, reliability and safety.

Food Delivery

Classifieds

Payments and Fintech

Etail

  • Ours is a long-term business. It takes continued investment to build the end-to-end capabilities supporting closer, stronger relationships with customers across the ecosystems of our core segments. But it delivers long-term gain - not least, customer loyalty and more lasting value creation.

Food Delivery

Classifieds

Payments and Fintech

Edtech

Etail

  • Our operating partners are compensated directly on the performance of their businesses, fostering a strong culture of entrepreneurship in our group.

Food Delivery

Classifieds

Payments and Fintech

Edtech

Etail

  • We are disciplined, but not tied to a rigid investment regime. This enables us to take a long-term view by supporting our businesses at every stage of their life cycle to create sustainable value. However, we are also dispassionate and will exit investments that no longer meet our rigorous return hurdles.

OLX Autos

Group overview

Performance review

Sustainability review

Governance

Financial statements

Other information

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Group overview

We have a long history of investing in and operating technology companies

Total capital

invested

by year

Etail

Payments

Classifieds

Food Delivery

Edtech

Ventures

(US$'bn)

1915

1985

1994

1998

2001

FY08

2.2

FY09

0.2

FY10

0.4

FY11

0.7

FY12

0.5

FY13

1.0

FY14

1.3

FY15

1.6

FY16

2.5

FY17

2.0

FY18

3.2

FY19

4.1

FY20

2.3

FY21

4.4

FY22

7.6

FY23

2.5

GenAI investments

LOGO TO BE SUPPLIED

FY24

0.6

Operating

Investing

* Divested in FY23

Growth opportunities

  • In the current environment, we are prioritising profitable growth while making organisational and operational changes, furthering development and building new opportunities. We manage our balance sheet prudently and can navigate current volatility from a position of financial strength.
  • We have an opportunity to grow our businesses profitably, demonstrate their value, and explore and invest in new areas.
  • Our consumer internet businesses have potential for growth. They offer opportunities for an enhanced range of internet transactions and services in our markets, as well as possible expansions into new markets.
  • We believe demand for our products and services will be driven by several trends, including:

- Disruptive technologies such as GenAI create unique and generation-defining opportunities

- Population growth in the younger demographics and middle class

- Continued growth in mobile and high-speed internet penetration

- Increasing adoption of new internet-based business models that are disrupting traditional business models across industries

  • Rising gross domestic product (GDP)

Risks to growth opportunities

  • Geopolitical tension has caused stress on the global economy, capital markets and businesses. Further escalations are possible. While we cannot control these risks, our strategy must be flexible and respond to material changes.
  • Interest rates continued to increase in 2023 as central banks reacted to high inflation rates, resulting in deteriorating consumer sentiment and slowing economic growth.
  • These actions translated into a wide variation in how global economies are responding to dominant macroeconomic forces.
  • The drive towards a more regulated digital sector has continued at pace, with the countries in which we invest all advancing their regulatory frameworks
    by adopting new legislative instruments, proposed bills and enforcing existing tools targeted at digital businesses.
  • Total global private funding continued to decline in 2023, with investors concerned that valuations have not yet reached the bottom of the market.
    AI companies are avoiding this trend to some extent - funding remains healthy, both in number of deals and total funding, and the relative importance of AI
    is increasing as a result.
  • Climate change and its consequences have an impact on people's lives. The growing incidence of extreme weather conditions may impact on our customers, employees and our business.
  • How we deploy new technology in our existing businesses and identify new investment areas will directly impact the value we can build.

Group overview

Performance review

Sustainability review

Governance

Financial statements

Other information

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Segment overview

We focus on high-growth markets and business models that we know well.

Structure fit for today's purpose

We have refined our organisational structure into one that is fit for today's purpose and our strategy for the long term, which is to be an insightful capital allocator and operator across exceptional businesses.

Social and internet platforms

Prosus holds an investment in Tencent, China's largest and most-used internet services platform.

Read more on page 45.

24.6%

Revenue1Trading profit1

US$21.4bn

US$6.2bn

down 4%

up 22% (40%)

(organically up 10%)

Ventures

Our Ventures arm partners with entrepreneurs to build prominent technology companies, aiming to fuel the next wave of growth for the group.

Read more on page 44.

22.8%

4.4%

13.8%

22.6%

9.2%

11.1%

11.3%

Revenue1Trading loss1 Employees

US$556m

US$129m

585

down 10% (6%)

down 52% (49%)

Payments and Fintech

PayU enables business to collect digital payments across +150 online payment methods, including credit cards, debit cards, wallets, QR and more. It is

a leading payment service provider in India with an emerging presence

in south-east Asia though Red Dot Payment. PayU's credit division helps online merchants to offer buy-now/pay-later (BNPL) and other consumer credit options.

Read more on page 37.

100%

86.4%

100%

19.8%

100%

100%

100%

Revenue1Trading loss1Employees

US$1.3bn

US$59m

3 553

up 24% (39%)

down 49% (61%)

Food Delivery

Our portfolio of food-delivery businesses allows customers to order their favourite food online and via apps for convenient delivery wherever they are.

Read more on page 33.

Classifieds

OLX serves tens of millions of people every month, helping people buy and sell cars, find housing, get jobs, and buy and sell household goods.

Read more on page 35.

Edtech

To date, we have invested over US$3.9bn in

12 businesses. Many of our edtech companies are deploying GenAI technologies in their platforms to enhance the learning experience for their users.

Read more on page 39.

Etail

eMAG is an ecommerce leader in Central and Eastern Europe.

Read more on page 41.

Our group includes some of the best-loved local consumer internet companies in around

97.1%

29.3%

32.6%

Revenue1

Trading loss1

Employees

US$4.9bn

US$158m

5 215

up 16% (19%)

down 76% (76%)

37.9%

68.9%

99.0%

37.6%

100%

Revenue1Trading profit1 EmployeesRevenue1Trading loss1Employees

US$951m

US$187m

2 811

US$444m

US$80m

677

up 26% (19%)

up >100%

down 19%

down 69% (44%)

(>100%)

(organically up 7%)

88.0%

Revenue1Trading loss1Employees

US$2.2bn

US$36m

8 041

up 14% (8%)

down 43% (44%)

80 countries, spanning the Americas to Asia, Europe to South Africa.

1 Presented on an economic-interest basis from continuing operations.

Group overview

Performance review

Sustainability review

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Financial statements

Other information

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Chair's review

Technology helps us to create long-term value for shareholders by improving the everyday lives of billions of people.

Koos Bekker

Chair

Creating real value in a world of change

Around the world, a large part of our lives is now lived online. Each technological breakthrough is accelerating this transition.

Against a backdrop of geopolitical tensions and modest global economic growth, we have sharpened our focus as both operator and investor. Prosus is a technology group with businesses and investments in growth markets around the world. We have an investment strategy based on disciplined capital allocation. Our ecosystems bring the benefits of a digital world to customers in our core segments - Food Delivery, Classifieds, Payments and Fintech, and Edtech.

Creating value for shareholders

Two years ago, the board approved an open-ended repurchase programme of Prosus and Naspers shares to unlock value for shareholders and increase net asset value (NAV) per share over time. The repurchase programme is funded by the sale of small volumes

of Tencent shares and will continue while the discount to NAV is at elevated levels. Tencent remains our most important asset, however, and we are confident about its sustainable growth.

Investors welcomed the repurchase programme as a reflection of our long-term commitment to unlocking value.

We acknowledge that more work remains, including improving the profitability of Ecommerce. We have also addressed complexities by removing the cross-holding structure between Naspers and Prosus.

By year-end, the group NAV discount had reduced by 4 percentage points from 42% to 38%, creating over US$30bn of value for shareholders since inception of the ongoing repurchase programme. To fund the process, we realised US$7.2bn from the sale of 2% of Tencent's issued share capital, reducing our stake to 24.6%. By year- end, the programme had reduced the free float cumulatively by more than 20% since its initiation in June 2022.

We have also refined our strategic focus and simplified our operating structure

as detailed by Ervin, our interim chief executive.

Focus on sustainability

Throughout this report, we outline initiatives supporting our aim to be a sustainable business. In most cases, we do this by investing

in tech-driven ventures in different countries, and building enterprises that support local job creation and prosperity. Some of these services create more environmentally friendly alternatives to traditional solutions. Many are also socially beneficial.

Doing the right things in the right way

Our code of business ethics and conduct embodies our values. Accordingly, we promote a culture of business ethics aimed

at sustainable value creation. We want to be a responsible corporate citizen. In a digital world, good governance of information and technology.

Recently, we updated multiple key group policies, including our competition compliance policy, speak up policy, risk management policy and sustainability policy.

Group overview

Performance review

Sustainability review

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Financial statements

Other information

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Chair's review

Change in leadership

On 18 September, Bob van Dijk stepped down as chief executive and member of the boards of Naspers and Prosus. Subsequently, the boards followed a comprehensive selection process to appoint a permanent group chief executive. Working with an external recruiter, we reviewed and interviewed some 60 high-quality internal and external candidates, each with unique strengths and merits.

As we progressed in the interview process, the discussion of who is best suited to lead the group led to a larger discussion of our identity. While we are a company that both operates and invests, the boards believe that at this point in our history, the group will benefit most from the leadership of someone who brings a founder's passion and deep operating rigour. This will benefit our core businesses and should benefit our investment processes.

The boards unanimously approved the appointment of Fabricio Bloisi as the chief executive with effect from 10 July 2024.

Fabricio is the founder of Movile and currently the CEO of iFood. He is an innovator with deep roots in building and scaling world-class technology companies in growth markets.

In addition, Ervin Tu assumes the new role of president and chief investment officer (CIO). Ervin will work closely with Fabricio and play a key role in developing the group's future, including its investment and capital-allocation strategy.

The boards express their gratitude to Ervin for an outstanding job in leading us over the past eight months, navigating a challenging external environment, and bringing a new energy and focus to bear.

With Fabricio and Ervin, we are in the fortunate position of having two exceptionally strong, complementary candidates from within the group's ecosystem.

Over his tenure, Bob has contributed to our success by helping to establish the group as a leading global technology company. On behalf of the board, I thank Bob for his leadership. During this time, substantial businesses were established or confirmed in Classifieds, Food Delivery, and Payments and Fintech, while we also entered new fields. We wish him success with his future career.

Dividend

The board 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.

Looking ahead

Prosus enters the new financial year with a refined strategic focus for the group that we believe to be appropriate in the context

of global developments. We understand there will be challenges but hope to address these effectively.

On behalf of the board, we thank all who contributed to these results. We look forward to sustained growth as a global technology group dedicated to improving people's lives around the world.

Koos Bekker

Chair

22 June 2024

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Prosus NV published this content on 24 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 June 2024 07:53:45 UTC.