Prosus N : financial results FY20 booklet

Summarised consolidated financial statements

for the year ended 31 March 2020

including notice of virtual annual general meeting and power of attorney

OPTION 1

Mumbai, India

Chair's letter............................................................................................................1

Commentary............................................................................................................2

Financial

Summarised consolidated income statement.............................................13

Summarised consolidated statement of comprehensive income..........14

Summarised consolidated statement of financial position.....................15

Summarised consolidated statement of changes in equity....................16

Summarised consolidated statement of cash flows..................................18

Notes to the summarised consolidated financial statements................19Independent auditor's report on the summarised consolidated

financial statements...........................................................................................46Other information to the summarised consolidated

financial statements...........................................................................................47

Notice of annual general meeting

Notice of virtual annual general meeting....................................................54

Power of attorney................................................................................................69

Information

Administration and corporate information ...................................................71

Chair's letter

Dear Madam/Sir

I am pleased to enclose the notice of the virtual annual general meeting of Prosus N.V. (the company or Prosus), which will be held at 14:00 (Central European time) on Tuesday 18 August 2020. Formally, the virtual meeting will be held at ABN AMRO, Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands.

In accordance with the Temporary Act Covid-19 Justice and Safety, shareholders can only attend the meeting virtually via the internet atwww.abnamro.com/evotingand if they wish, vote in real time online. The meeting can also be followed on the Prosus websitewww.prosus.com/ investors.

At the virtual annual general meeting, our chief executive, Bob van Dijk, will update you on the progress of the business in FY20. Subsequently, introductions will be given on other items on the agenda. Following these presentations, we will have a full Q&A session on all matters tabled before we conduct the formal business of the virtual meeting (the voting on all tabled voting items).

In accordance with the board rotation plan, Don Eriksson, Mark Sorour, Emilie Choi, Manisha Girotra and Rachel Jafta are offering themselves for re-election.

The end of FY20 marked the retirement of Fred Phaswana as a director and lead independent director of Prosus (and Naspers).

I would like to thank Fred again on behalf of the board for his contribution to the Naspers and Prosus groups. Fred has been a director in the Naspers group for over 15 years and played a key role in transforming Naspers, and subsequently Prosus, into one of the top 10 global consumer internet companies by market capitalisation.

As announced on 29 April 2020, the board decided to nominate Ms Ying Xu for appointment as a non-executive director of Prosus.

Full explanations of all proposed resolutions are set out in the explanatory notes to this notice. The board believes that all the proposals to be put to you at the virtual annual general meeting are in the best interests of Prosus and all shareholders. Accordingly, the directors unanimously recommend that you vote in favour of the resolutions, as they intend to do themselves in respect of their own shares.

The virtual annual general meeting is an important opportunity for all shareholders to express their views by asking questions on the above matters and on any other topic relevant to our business and the resolutions.

If you would like to be assured of the fullest possible response to a question asked in the virtual annual general meeting, it would be helpful if you could submit your questions in advance of the virtual annual general meeting but ultimately on 15 August 2020, at 14:00 CET. Further questions may be posed during the virtual meeting by those shareholders who submitted questions timeously in advance. Of course, you are also invited to write to me at any time should you wish [e-mail]. Alternatively, you may find the answer to your question on our website atwww.prosus.com.

Enclosed with this letter you will find the notice of the virtual annual general meeting being convened, together with the agenda and the explanatory notes. A voting instruction form has been sent to those of you who are registered in Prosus's register of shareholders. Our FY20 year-end documents are available on our website atwww.prosus.com/investors.

If you would like to electronically grant a proxy with voting instructions to Joyce Leemrijse, civil law notary with Allen & Overy LLP in Amsterdam, you will have to do so no later than 17:30 (CET) on Tuesday 11 August 2020. Please refer to the information provided on page 54 of the notice.

All your votes are important to us and I would urge you to cast your vote.

You may also cast your own vote electronically in real time during the virtual annual general meeting. The requirements are set out in the notice.

The results of the virtual annual general meeting will be announced in the meeting, and subsequently via a press release and on the Prosus websitewww.prosus.com/newsas soon as possible following the conclusion of the virtual meeting.

The virtual meeting will be broadcast on the Prosus website (www.prosus.com).

I look forward to engaging with you virtually on 18 August 2020.

In accordance with the Dutch Corporate Governance Code, the draft report of the virtual annual general meeting will be made available to shareholders onwww.prosus.comno later than three months after the end of the meeting. Yours sincerely

Koos Bekker

Chair

Commentary

The past financial year has seen the Prosus group transform as we executed several significant strategic initiatives, which we believe will unlock value over time. Operationally, the group ended the year in a position of strength, with accelerating revenue growth in its ecommerce (online commerce) portfolio, improved profitability and substantial net cash position with sufficient liquidity. Underpinning these results, Tencent continued to report resilience in an uncertain macro-environment.

Most recently, the onset of a global pandemic has had a marked impact on the daily lives of people globally and the economy at large. While the impact is likely to persist for some time, we are confident to weather the storm. The group's focus is on safety, plus leveraging its financial flexibility to continue building a business that grows strongly, generates high rates of return and provides employment for thousands over the long term.

After many years of stock-price outperformance, Naspers now represents an outsized position on the JSE Limited's shareholder weighted index (SWIX). To extend the Naspers shareholder base and reduce that outsized position, on 11 September 2019, Naspers listed its international internet assets on Euronext Amsterdam as Prosus N.V. Prosus includes all Naspers's operations and investments outside South Africa in online classifieds, food delivery, payments and fintech (financial technology), etail (online retail), travel, education, and social and internet platforms. As Europe's most valuable consumer internet company, Prosus gives global internet investors direct access to our portfolio of international internet assets, as well as exposure to China, India and other high-growth markets. Prosus also has a secondary listing on the JSE Limited (JSE) in South Africa. At the date of listing, Prosus was 73.84% owned by Naspers, with a free float of 26.16%. In January 2020, to fulfil an obligation to the South African Reserve Bank to repatriate US$1.5bn to South Africa, Naspers sold 22 million shares in Prosus, representing 1.35% of the issuedProsus N ordinary shares, to institutional investors for gross proceeds of €1.5bn (US$1.64bn). Following the disposal, Prosus was 72.49% owned by Naspers with a free float of 27.51%. Naspers has no intention to sell additional shares of Prosus.

In ecommerce, all key segments made progress against financial and strategic objectives. The classifieds as well as payments and fintech segments have now reached profitability at their core and continue to grow profits, while investing to drive growth. Classifieds is expanding considerably faster than many of its peers. Food Delivery was the most significant investment area, as we grow the market and our position in it by investing in technology. We are also focusing on building first-party delivery capabilities, and city and restaurant reach. To date, this investment has driven order and revenue growth in our Food Delivery operations ahead of global peers. We believe Food Delivery fits our strategy, as it addresses a major consumer need that can be fundamentally transformed by technology. The progress of our core ecommerce segments, which are scaling well, builds confidence in our ability of identifying opportunities to create value.

Tencent delivered a solid financial performance, particularly in fintech and business services. Its expanding ecosystem drives strong user engagement, ahead of local and international peers. This positions Tencent to offer new products and services to users. We continue to benefit from the close relationship and partnerships we have established in some of our markets.

We ended the financial year facing the global Covid-19 pandemic, with many of our markets locking down in March 2020. Our priority was the wellbeing of our 20 000 people and the communities we serve around the world. As a global company operating in numerous local markets, we take our responsibility seriously. We are helping our people and communities navigate

Commentary(continued)

this crisis. We donated INR100crore (US$13.1m) to the Indian government's response to the crisis via the Prime Minister's Citizen Assistance and Relief in Emergency Situations Fund. In addition, at local level, many of our companies have made meaningful contributions. Across the group, we continue to identify ways in which our technological expertise, global networks and resources can be used to support the fight against this virus.

We will continue to respond quickly to the evolving situation to safeguard our people, maintain our ability to serve our customers and protect our businesses. While we believe each of our segments will continue to benefit from secular growth trends, the global pandemic has affected operations and we need to draw attention to its potential impacts on 2021's financial year. That said, we believe the fundamentals of our businesses remain strong. We have sufficient liquidity to run the company and the ability to invest in opportunities that may arise during this period.

Given the wide geographical span of our operations and significant investments in ecommerce in particular, reported earnings are materially impacted by foreign exchange movements and the effects of acquisitions and disposals. Where relevant in this report, adjustments have been made for the effects of foreign currencies and acquisitions and disposals. These adjustments (pro forma financial information) are quoted in brackets after the equivalent metrics reported under International Financial Reporting Standards (IFRS) as adopted by the European Union (IFRS-EU). A reconciliation of pro forma financial information to the equivalent IFRS-EU metrics is provided elsewhere in these summarised consolidated financial statements.

Financial review

Group revenue, measured on an economic-interest basis, was US$21.5bn, reflecting growth of 17% (23%) from continuing operations. Measuredsimilarly, and including the stepped-up investment in Food Delivery, group trading profit grew 12% (16%) year on year to US$3.8bn. Tencent grew revenues by a healthy 16% (21%) year on year. Driven by classifieds, etail, and payments and fintech, the ecommerce business posted strong performance. Overall, revenue growth in ecommerce, adjusted for acquisitions and disposals, grew 33% in local currency, a 7% acceleration year on year. This was led by the Food Delivery segment, which grew orders 102% and revenues by 99% (105%), and strong growth in Classifieds, up 49% (37%). Tencent's profitability improved 17% (22%). Trading losses in ecommerce rose to US$918m, reflecting our investment in Food Delivery to grow markets and sustain our leading positions. Excluding the increased investments in Food Delivery, and Payments and Fintech as well as acquisitions and disposals, ecommerce trading losses reduced by 28% or US$78m in local currency.

Core headline earnings from continuing operations were US$3.4bn - up 9% (13%). Improving profitability in Tencent and the more established ecommerce businesses were partially offset by the additional investment in the Food Delivery business.

Across the group, we invested US$1.3bn to expand our ecosystem and reach. Notably: through PayU, an investment of US$66m in Wibmo to expand our Indian footprint in payment security, mobile payment solutions and processing services; an investment of US$163m in PaySense broadens our ecosystem in India as we now start to offer consumer credit; an investment of US$199m in Iyzico, a leading payment service provider in Turkey, and US$48m in Red Dot Payment (Red Dot), providing payment solutions in Singapore and expanding across Southeast Asia. In Classifieds, we acquired a controlling stake in Frontier Car Group for US$320m and the contribution of certain subsidiaries, expanding our transactions business. Ventures invested US$81m in Meesho Inc., a leading social commerce online marketplace in