Prosus N : FY2024 Corporate governance statement

2024

CORPORATE GOVERNANCE STATEMENT AND EXPLANATION OF THE DEVIATIONS FROM DUTCH CORPORATE GOVERNANCE CODE, 2022

Improving everyday life for billions of people through technology

Prosus Dutch Code - Proof 2 - 20 June 2024

Prosus is

1. global consumer internet group and one of the largest technology investors in the world.

Contents

1. Corporate governance statement
2. Deviations from the Dutch Corporate Governance Code, 2022

2 Best practice provision 1.3.1: Internal audit function: appointment and dismissal

2 Best practice provision 2.1.9: Independence of the chair of the board

1. Best practice provision 2.2.1: Appointment and reappointment periods - management board members
2. Best practice provision 2.2.2 Appointment and reappointment periods - supervisory board members

3 Best practice provision 2.2.6 Evaluation by the supervisory board

1. Best practice provision 4.1.3: The general meeting -
   agenda: dividend policy
2. Best practice provision 5.1.3: Independence of the chair of the management board

Prosus Dutch Code - Proof 2 - 20 June 2024

Corporate governance statement

Prosus is required to make a statement concerning corporate governance as referred to in article 2a of the decree on the content of the management report (Besluit inhoud bestuursverslag) (the Decree).

The information required to be included in this corporate governance statement as described in articles 3, 3a and 3b of the Decree, which are incorporated and repeated here by reference, can be found in the following sections or pages of the annual report, including the annual financial statements for the year ended 31 March 2024:

The information concerning compliance with the principles and best-practice provisions of the Dutch Corporate Governance Code, as required by article 3(1) of the Decree.

Page 78 (Overview of governance) of the annual report and pages

2 to 4 of this corporate governance statement and explanation of the deviations from Dutch Corporate Governance Code, 2022

The information concerning compliance with other codes of conduct and other corporate governance practices as required by article 3(2) of the Decree

Pages 64 (Business culture, ethics and integrity) and 65 (Human rights) of the annual report

The information concerning the main features of Prosus' risk management and control systems relating to the financial reporting process, as required by article 3a(a) of the Decree

Pages 29 to 31 (Creating value through intelligent risk management) and page 85 (the reports of the audit and risk committees) of the annual report

The information regarding the functioning of Prosus' annual general meeting, and the main	Pages 76 to 77	(Governance) of the
authority and rights of Prosus' shareholders, as required by article 3a(b) of the Decree	annual report
The information regarding the composition and functioning of the Prosus board and its	Pages 80 to 84	(The board and its
committees, as required by article 3a(c) of the Decree	committees) of the annual report
The information regarding the diversity policy for the composition of the Prosus board,	Pages 81 to 82	(Diversity and
as required by article 3a(d) of the Decree	inclusion) of the annual report
The information referred to in the Decree article 10 Takeover Directive (Besluit artikel	Pages 76 and 77 (Governance) and
10 overnamerichtlijn), as required by article 3b of the Decree	78 (Overview of governance)

In accordance with article 2a(3) of the Decree, this corporate governance statement is deemed to be part of the annual report, including the annual financial statements for the year ended 31 March 2024.

PROSUS 1

Dutch Corporate Governance Code, 2022 2024

Prosus Dutch Code - Proof 2 - 20 June 2024

Deviations from the Dutch Corporate Governance Code, 2022

Deviations from the Dutch Corporate Governance Code, 2022

Best practice provision

Chapter 1: Long-term value creation

Best practice provision 1.3.1: Internal audit function: appointment and dismissal

The board has delegated certain powers to the Audit Committee, including overseeing the internal audit function. The board is of the view that the Audit Committee, whose members are financially literate and have business as well as financial acumen, is better placed to do so. As such, the Audit Committee, and not the board, appoints the group head

of internal audit.

The management board both appoints and dismisses the senior internal auditor. Both the appointment and the dismissal of the senior internal auditor should

be submitted to the supervisory board for approval, along with the recommendation of the Audit Committee.

As discussed above, the board has delegated certain powers to the Audit Committee. The Audit Committee (pursuant to the powers delegated to it by the board) assesses the internal audit function and subsequently makes its recommendation to the board for ratification.

The management board should assess annually the way in which the internal audit function fulfils its responsibility, after consultation with the Audit Committee.

An independent third party should assess the performance of the internal audit function at least every five years.

	Chapter 2: Effective management and supervision
Best practice provision 2.1.9: Independence of the chair of the board
Koos Bekker is the chair of the Prosus board and the Naspers board. He is	The chair of the supervisory board should not
a former chief executive of Naspers and a former executive director. The	be a former member of the management board of the
Group believes that his experience and industry knowledge (gained while	company and should be independent within the
at Naspers) benefit Prosus and its shareholders, which outweigh any	meaning of best practice provision 2.1.8.
perceived disadvantage of being a former executive director of Prosus.
Prosus has also appointed a lead independent director. In accordance with
the board charter, the responsibilities of the lead independent director are:
(i)	to lead in the absence of the chair;
(ii)	to serve as a sounding board for the chair;
(iii) to act as an intermediary between the chair and other members of the
	board, if necessary;
(iv) to deal with shareholders' concerns where contact through the normal
	channels has failed to resolve concerns, or where such contact
	is inappropriate;
(v)	to strengthen independence on the board if the chair is not
	an independent non-executive member of the board;
(vi) to chair discussions and decision-making by the board on matters
	where the chair has a conflict of interest; and
(vii) to lead the performance appraisal of the chair.

Best practice provision 2.2.1: Appointment and reappointment periods - management board members

Neither the chief executive nor the chief financial officer has a fixed appointment term. The Group intends to continue to focus on building platforms that address major societal needs in high-growth markets. This strategy requires the Group, and its chief executive and the chief financial officer, to take a long-term perspective. Considering its business and strategy, the Group believes that it is appropriate not to limit their appointment to a four-year term.

A management board member is appointed for a maximum period of four years. A member may

be reappointed for a term of not more than four years at a time, which reappointment should be prepared

in a timely fashion. The D&I objectives from best practice provision 2.1.5 should be considered in the preparation of the appointment or reappointment.

2 PROSUS

Dutch Corporate Governance Code, 2022 2024

Prosus Dutch Code - Proof 2 - 20 June 2024

Deviations from the Dutch Corporate Governance Code, 2022 continued

Deviations from the Dutch Corporate Governance Code, 2022

Best practice provision

Chapter 2: Effective management and supervision continued

Best practice provision 2.2.2: Appointment and reappointment periods - supervisory board members

To match the appointment periods of Naspers, non-executive directors are appointed for a period of not more than three years. A director's term

of office shall lapse in accordance with the rotation schedule drawn up by the board. A non-executive director may be reappointed for additional periods of not more than three years.

A supervisory board member is appointed for a period of four years and may then be reappointed once for another four-year period. The supervisory board member may then be reappointed again for a period of two years, which appointment may be extended by at most two years. In the event of reappointment after an eight-year period, reasons should be given in the report of the supervisory board. At any appointment

or reappointment, the profile referred to in best practice provision 2.1.1 should be observed.

Best practice provision 2.2.6: Evaluation by the supervisory board

The board is assisted by the Nominations Committee. The Nominations Committee carries out the evaluation process, which is not externally facilitated, on an annual basis. Input is requested from all the non-executive directors and reported to the chair of the board, who in turn reports to the Nominations Committee and thereafter the board on the outcome. The board is of the view that an internal evaluation is more valuable than

an external evaluation because of the judgements which can be made regarding continuous input, knowledge of the businesses and value input based on skills.

At least once per year, outside the presence of the management board, the supervisory board should evaluate its own functioning, the functioning of the various committees of the supervisory board and of the individual supervisory board members, and discuss the conclusions of this evaluation. In doing so, attention should be paid to:

1. substantive aspects, conduct and culture, the mutual interaction and collaboration, and the interaction with the management board;
2. events that occurred in practice from which lessons may be learned; and
3. the desired profile, composition, competencies and expertise of the supervisory board.

The evaluation should take place periodically under the supervision of an external expert.

Chapter 4: The general meeting

Best practice provision 4.1.3: The general meeting - agenda: dividend policy

Prosus does not have a defined dividend policy and, as such, there are no restrictions on, or a target range for, the payment of dividends. The board will generally consider dividend declarations annually during the month of June when it finalises the annual financial statements. The ability and intention of Prosus to declare and pay dividends in the future:

1. will mainly depend on its financial position, results of operations, capital requirements, investment prospects, the existence
   of distributable reserves and available liquidity and such other factors as the board may deem relevant; and
2. are subject to numerous assumptions, risks and uncertainties, many of which are beyond Prosus' control.

The agenda of the general meeting should list which items are up for discussion and which items are to be voted on. The following items should be dealt with as separate agenda items:

• The policy of the company on additions to reserves and on dividends (the level and purpose of the addition to reserves, the amount of the dividend, and the type of dividend).

PROSUS 3

Dutch Corporate Governance Code, 2022 2024

Prosus Dutch Code - Proof 2 - 20 June 2024

Deviations from the Dutch Corporate Governance Code, 2022 continued

Deviations from the Dutch Corporate Governance Code, 2022

Best practice provision

Chapter 5: One-tier governance structure

Best practice provision 5.1.3: Independence of the chair of the management board

Koos Bekker is chair of the Prosus board and the Naspers board. He is a former chief executive of Naspers and a former executive director. The Group believes that his experience and industry knowledge (gained while at Naspers) benefit Prosus and its shareholders, which outweigh any perceived disadvantage of being a former executive director of Prosus. Prosus has also appointed a lead independent director. In accordance with the board charter, the responsibilities of the lead independent director are:

1. to lead in the absence of the chair;
2. to serve as a sounding board for the chair;
3. to act as an intermediary between the chair and other members of the board, if necessary;
4. to deal with shareholders' concerns where contact through the normal channels has failed to resolve concerns, or where such contact
   is inappropriate;
5. to strengthen independence on the board if the chair is not an independent non-executive member of the board;
6. to chair discussions and decision-making by the board on matters where the chair has a conflict of interest; and
7. to lead the performance appraisal of the chair.

The chair of the management board should not be an executive director or former executive director of the company, and should be independent within the meaning of best practice provision 2.1.8.

4 PROSUS

Dutch Corporate Governance Code, 2022 2024

Prosus Dutch Code - Proof 2 - 20 June 2024

Gustav Mahlerplein 5

Symphony Offices

1082 MS Amsterdam

The Netherlands

www.prosus.com