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
- Performance review
- Food Delivery
35 Classifieds
- Payments and Fintech
- Edtech
- Etail - eMAG
- Other Ecommerce: Ventures
- Social and internet platforms
- Sustainability review
- Creating sustainable value
54 People
- Artificial intelligence
- Cyber-resilience
- Data privacy
- Business culture, ethics and integrity
- Human rights
- Social inclusion
- Taxonomy disclosure
- Tax
- Governance
- Governance
78 Overview of governance
- The board and its committees
-
Committee reports
85 Audit committee
- Risk committee
- Sustainability committee
- Nominations committee
- Human resources and remuneration committee
88 Remuneration report
90 Background and policy
93 Implementation of remuneration policy
105 Additional information
106 About this report
- Financial statements
- Independent auditor's report
- Limited assurance report of the independent auditor on the sustainability information of Prosus N.V.
- Consolidated statement of financial position
- Consolidated income statement
- Consolidated statement of comprehensive income
- Consolidated statement of changes in equity
- Consolidated statement of cash flows
121 Notes to the consolidated financial statements
185 Company financial statements
187 Notes to the company financial statements
- Other information
- 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 |
- Analysis of shareholders and shareholders' diary
- 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 | 1 / 3 | |
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 | Sustainability review | Governance | Financial statements | Other information | 1 / 4 | |||
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 | 1 / 6 | |||
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.
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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 profit1US$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 loss1EmployeesUS$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 loss1EmployeesUS$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 loss1EmployeesUS$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 | Governance | Financial statements | Other information | 1 / 8 | |||
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 | Governance | Financial statements | Other information | 1 / 9 | |||
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.