Wrap Text
Results of Annual General Meeting
PROSUS N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
ISIN: NL0013654783
Euronext Amsterdam and JSE Share code: PRX
("Prosus" or the "Company")
RESULTS OF ANNUAL GENERAL MEETING
Amsterdam, 24 August 2021 – Prosus N.V. (Prosus) (AEX and JSE: PRX) The annual general meeting
(AGM) of Prosus N.V. was held through electronic communication today.
Shareholders are advised that all resolutions set out in the notice of the AGM were passed by the requisite
majority of shareholders represented at the annual general meeting and adopted. We note that the
issued share capital of Prosus was at record date as follows:
Nominal Number of
Issued Authorised
Class of share value votes
share capital share capital
per share per share
Ordinary Share N EUR0.05 1 1 624 652 070 5 000 000 000
(N shares)
Ordinary Share A1 EUR0.05 1 3 511 818 10 000 000
(A shares)
11 874 493 ordinary shares N are currently held in treasury by the Company. Therefore, the number of
ordinary shares that could have been voted at the meeting: 1 616 289 395. The total number of ordinary
shares represented at the meeting was: 1 487 673 887 which is 92,04% of the total issued share capital.
Details of voting results:
NO. AGENDA ITEM VOTES % VOTES % VOTES VOTES % of
FOR AGAINST ABSTAIN TOTAL ISSUED
SHARE
CAPITAL
VOTED
2 To approve the directors’ remuneration report 1 260 123 559 85,00 222 346 535 15,00 5 203 607 1 487 673 701 92,04
To adopt the annual accounts for the financial year ending 31
3
March 2021 1 486 463 513 99,99 174 324 0,01 1 035 875 1 487 673 712 92,04
To make a distribution in relation to the financial year ending 31
4
March 2021 1 484 464 296 99,81 2 892 826 0,19 316 590 1 487 673 712 92,04
To facilitate the making of a (capital) distribution for future
5
financial years 1 483 061 107 99,85 2 258 699 0,15 2 353 906 1 487 673 712 92,04
6 To discharge executive directors from liability 1 469 393 867 98,88 16 658 328 1,12 1 621 517 1 487 673 712 92,04
7 To discharge non-executive directors from liability 1 467 319 871 98,74 18 732 007 1,26 1 621 834 1 487 673 712 92,04
To adopt the remuneration policy of the executive and non-
8
executive directors 1 248 868 794 83,98 238 297 308 16,02 507 599 1 487 673 701 92,04
9 To appoint AGZ Kemna as a non-executive director 1 484 545 682 99,81 2 807 496 0,19 320 534 1 487 673 712 92,04
10.1 To reappoint HJ du Toit as a non-executive director 1 472 649 272 99,06 14 048 057 0,94 976 383 1 487 673 71 92,04
10.2 To reappoint CL Enenstein as a non-executive director 1 438 163 687 96,74 48 531 451 3,26 978 574 1 487 673 7 92,04
10.3 To reappoint FLN Letele as a non-executive director 1 476 354 749 99,30 10 340 285 0,70 978 678 1 487 673 712 92,04
10.4 To reappoint R Oliveira de Lima as a non-executive director 1 452 134 250 97,68 34 560 078 2,32 979 384 1 487 673 712 92,04
To reappoint PricewaterhouseCoopers Accountants N.V. as the
11
auditor for the financial year ending 31 March 2023 1 466 055 800 98,57 21 301 057 1,43 316 855 1 487 673 712 92,04
To designate the Board of Directors as the company body to issue
12
shares 1 430 923 402 96,25 55 774 976 3,75 975 322 1 487 673 700 92,04
To authorise the board to resolve that the company acquires
13
shares in its own capital 1 481 790 786 99,63 5 558 914 0,37 324 012 1 487 673 712 92,04
14 To reduce the share capital by cancelling own shares 1 486 306 341 99,93 1 023 124 0,07 344 247 1 487 673 712 92,04
Summary of statements from the annual general meeting:
A year of solid performance and accelerated growth
We delivered strong revenue growth and increased profitability –solidifying foundations for future growth
and value creation for our stakeholders.
Our role in society
We recognise the role that technology can play in meeting the changing needs of people and their
communities across the world. Our strategy therefore continues to be focused on building global
consumer internet businesses that improve the daily lives of millions of people.
We focus on local entrepreneurs who stimulate social and economic progress in high-growth markets.
That means new jobs, skills and development, plus taxes for governments.
Digital platforms can have a positive impact on the environment, as they help replace physical
infrastructure and activities. For example: online learning and digital payment services.
Platforms where consumers can buy and sell second-hand goods empower people to minimise their own
environmental footprint.
At Prosus, we are playing our part in the urgent response to climate change.
This year we continued our increased focus on sustainability. Together with other stakeholders, we
identified areas where our business has the most impact and are taking action in those areas. We also
updated policies such as anti-money-laundering, in line with our commitment to ensure high standards
of corporate governance.
For a group like ours, operating across different types and sizes of businesses, and in so many
geographies, applying a one-size-fits-all approach to sustainability governance is not practical.
All of our majority owned companies share our focus on sustainability, and embed it into their business
in the relevant context.
We have built a diverse, collaborative, and dynamic culture across the group. It’s our people doing the
right things in the right way, day after day, that makes the difference.
Sustainability is a journey and we look forward to sharing it with you.
Regulation
As the internet has a bigger impact on the economy and people, regulation will increase. This is not
unusual. When an industry is young and small, society generally regulates it lightly. As it grows in
economic and social impact, rules increase.
We are seeing increased regulation in most markets. Notable is the recent regulatory developments in
China which have also caused volatility in stock markets. This is part of a global pattern.
It’s interesting how societies across the world mostly agree on what to regulate, like money laundering.
But sometimes they differ in what is regarded as important. For example, Europe seems to place a
higher value on privacy than the US. In China, recently, after-school-tutoring was restructured. Chinese
regulation will sometimes resemble that in the West, and sometimes not. Each country will have its own
trajectory, based on its values.
All over the world the internet industry will be regulated as it continues to evolve. We just have to accept
it, live with it, and play our role.
Share exchange offer
We appreciate your support for the share exchange transaction which was approved by a clear majority
of the free float at the Prosus level. At Naspers, the exchange of its shares for Prosus shares was
oversubscribed by a big margin. Approximately 46% of the new Prosus N shares were settled into
shareholders’ accounts on Euronext in Amsterdam, and 54% on the JSE in South Africa. Prosus will now
double in size on the Euronext, while Naspers will remain the largest South Africa-domiciled company by
market capitalisation.
That is a much better ratio across the two exchanges, given the relative size of each exchange.
An extraordinary year
Last year was an extraordinary year in which we tackled the pandemic head on and accelerated growth.
We achieved this by executing our strategy to remain focused on our customers around the world and
to create sustainable value for our many stakeholders.
For many years, we have anticipated how advances in technology can meet the changing needs of people
and their communities across the world. And our strategy continues to be focused on building global
businesses that improve the daily lives of millions of people.
Today, our impact is significant. The entrepreneurs and teams at the heart of our investments and
companies improve the daily lives of around 2 billion customers. We enable people to buy and sell to
each other online, easily order food that is delivered quickly to their homes. We also enable participation
in the digital economy and access to important financial services otherwise unavailable to people. We
enable customers to educate themselves without ever visiting a classroom, and much more. We help to
satisfy that most basic of human needs, the ability for people to connect and interact with each other –
vitally important during the pandemic.
There are many examples from around the group of our positive impact on the world. To give just one
of the most recent examples, in March 2021 we launched Prosus FLIGHT, in partnership with UN Women,
to help young women in India gain education and employment.
Strong performance
Our strategy has positioned us to benefit from the structural shift to online commerce in some of the
largest and fastest growing markets and segments globally. This shift to online was accelerated by Covid.
Our businesses have done well to capture the available opportunities and there is still plenty of growth
ahead. The strong financial performance underlines this point.
We are growing at a strong pace and often ahead of our peers. Growth accelerated significantly in
ecommerce which is growing meaningfully ahead of a fast growing Tencent.
We saw significant improvements in profitability. Our more established businesses have reached some
scale following several years of fast growth. Over 60% of ecommerce revenues are profitable revenues.
This is up from just 35% 5 years ago. Revenue growth for these profitable businesses was 39%. This
bodes well for future growth and profitability improvement.
We have a strong balance sheet and remain active in debt markets. There are several opportunities with
potential to create significant value for our shareholders. We will continue to approach M&A with the
same rigour and discipline that has driven the strong returns to date.
These points combined help to drive a significant appreciation in the value of our ecommerce portfolio.
The valuation has almost doubled in the past year to reach $39bn. Ecommerce internal rate of returns
on the existing portfolio remain above 20%.
Group revenues grew 33% to US$29bn. Ecommerce grew faster than the average delivering 54% year-
on-year growth. This is a 21% acceleration from the growth delivered for the year ended 31 March 2020.
Food delivery, etail and payments segments drove this significant acceleration. Classifieds was most
impacted by the pandemic but has recovered fast and grew 36% in the second half of the year.
Group trading profit grew 44% to US$5.6bn and core headline earnings, our measure of after tax
operating performance, grew by 39% to US$ 4.9bn. In ecommerce we saw an 11% improvement in
trading margin with losses reducing $353m or 46% to $429m. The Food delivery segment significantly
improved profitability off increased scale and PayU also improved its profitability. Our etail segment is
now profitable in the aggregate.
Off the back of strong profitability improvements free cash flows also improved by $338m to an inflow
of $126m.
We were very active on the M&A front investing some $7bn between April 2020 and May 2021.
We raised $5.7bn in bonds last year at our lowest coupons ever. We followed this up with a further $4bn
in July of this year at even lower coupons
Aligning remuneration to performance and value creation
This year, as ever, we continued to focus on attracting, motivating and retaining the best people to
create sustainable shareholder value. And, of course, we did this while facing the ongoing challenges of
Covid-19. Our priorities here remained unchanged throughout: preserve the health and wellbeing of our
people, and act responsibly for all our stakeholders. Through the year, we tackled the pandemic head-
on – responding rapidly in the first instance and investing considerable resources and energy in ensuring
our people, our customers and communities stayed safe and supported.
As a global tech leader we never forget that our people are absolutely critical to the success of Prosus.
This is why we take a strategic approach to human resources and remuneration in a world where we
face stiff competition for digital talent. To attract and retain the best and achieve our goals, we focus on
pay for performance, encourage ownership and entrepreneurialism in our teams around the world, and
align management compensation with the creation of shareholder value over time. We aim to promote
superior performance; direct employees’ energies to key business goals; achieve the most effective
returns for employee spend; and address diverse needs across differing cultures. At the same time we
cultivate a strong groupwide culture that empowers and encourages our people to excel.
We embed equality and consistency in our pay practices across the group as we continue to build our
diverse and inclusive workplaces. To this end, we ensure that our pay practices around the world are
fair, competitive and above minimum-wage standards.
Through the year we focused on a number of key areas. These included ensuring that the group has a
market-competitive remuneration policy, structure and tools to attract and retain the world’s best talent.
When making remuneration decisions we took the Covid-19 impact into account by withholding FY21
pay increases for CEO and direct reports, adding Covid-19 malus clause to senior management’s STI and
delaying LTI awards. We also considered independent external advice on non-executive directors’ fees.
We improved disclosure of executive remuneration in the annual report, setting STI targets, including
ESG goals, that are measurable, sufficiently stretched and linked to the group’s strategy. For executive
directors, we increased the weighting of PSUs in the LTI mix, ensuring an even closer alignment between
executive remuneration and shareholder outcomes.
Despite the initial uncertainty and significant operational challenges of the pandemic, we exceeded our
business plan and delivered financial performance ahead of the pre-Covid-19 budget. This performance
is reflected in our remuneration decisions.
To continue maximising shareholder value by incentivising value creation at the core of our businesses,
longer-term incentive awards (LTIs) were made to our executives. More than 92% of the executive
directors’ LTI is linked to long-term value creation in our core consumer internet businesses, excluding
Tencent. PSUs and share appreciation rights (SARs) only reward for the increase of that underlying
business value, which contributes to reducing the discount to net asset value.
Looking ahead, we will continue to engage with shareholders on remuneration topics. We will also
continue to monitor market developments to ensure our remuneration structure allows us to compete
globally for talent, and that our offering is compelling, fair and responsible. In addition, we will aim to
achieve an appropriate mix of longer-term incentives, with explicit and embedded performance
conditions. We will do all this and more in the spirit of ensuring our strategic approach to HR and
remuneration continues to help us build on our success and create greater value for all our stakeholders.
Distributions to shareholders
The distributions proposed by the company’s board of directors (“the board”) has been approved by the
shareholders. On this basis, holders of ordinary shares N are entitled to a gross payment, in the form
of a capital repayment, of 14 euro cents per share, holders of ordinary shares A1 will receive a dividend
distribution of 1.19715 euro cents per share and holders of ordinary shares B will receive a dividend
distribution of 0.000014 euro cents per share for the year ended 31 March 2021.
Holders of ordinary shares N as at Friday, 29 October 2021 (the dividend record date) who do not wish
to receive a capital repayment can elect to receive a dividend instead. A choice for one option implies an
opt-out of the other option. Elections to receive a dividend instead of a capital repayment will need to
be made by holders of ordinary shares N by Monday, 15 November 2021. Capital repayments and
dividends will be payable to shareholders recorded in the books on the dividend record date and paid on
or after Tuesday, 23 November 2021.
Dividends and capital repayments are declared and paid in euros. For those holders holding their ordinary
shares N in South Africa via Strate will receive a gross distribution of 247,7811 Rand cents per ordinary
share N. South Africa holders of ordinary shares A1 will receive a gross dividend of 21,18794 Rand cents
per ordinary share A1. Holders of ordinary shares B will receive a dividend distribution of 0,00025 Rand
cents per ordinary B share. This is based on an EUR/ZAR exchange rate of 17,69865 as at 24 August
2021.
Holders of Prosus American Depositary Receipts which trade on an over-the-counter basis in the United
States will receive a dividend.
Salient dates:
Tuesday, 24 August 2021 Annual general meeting (including resolution to approve the
dividend/capital payment)
Results of annual general meeting and currency conversion
announcement (i.e. ZAR equivalent of Prosus distribution
determined for JSE holders)
Wednesday, 20 October 2021 Dividend/capital payment finalisation date
Tuesday, 26 October 2021 Last date to trade on the JSE in order to appear in the
shareholder register and participate in the dividend/capital
repayment
Wednesday, 27 October 2021 Ex-dividend/capital repayment date for JSE. Last date to trade on
the Euronext Amsterdam in order to appear in the shareholder
register and participate in the dividend/capital repayment.
Thursday, 28 October 2021 Ex-dividend/capital repayment date for Euronext Amsterdam
Friday, 29 October 2021 Record date to appear in the shareholder register and participate
in the dividend/capital repayment
Monday, 1 November 2021 – Dividend/capital repayment election period
Monday, 15 November 2021
Tuesday, 23 November 2021 Dividend/capital repayment date
Tuesday, 14 December 2021 Final date for intermediaries to upload Dutch DWT reclaims
Due to the differing ex-dividend dates between the JSE and Euronext Amsterdam, transfers of N ordinary
shares between the JSE and the Euronext Amsterdam between Tuesday, 26 October 2021, and Friday,
29 October 2021, both dates inclusive, will not be permitted.
In addition to the Dutch dividend withholding tax at a rate of up to 15%, dividends paid in respect of
ordinary N shares on the South African register will also be subject to South African dividend tax at a
rate of up to 20% in relation to shareholders not entitled to an exemption from South African dividend
tax. The amount of additional South African dividend tax payable may be subject to a rebate for Dutch
dividend withholding tax paid in respect of such dividend without any recovery by any person. so that
the aggregate dividend tax adds up to a maximum of 20%.
South African corporates who own 5% or more of the shares in Prosus may qualify for a Dutch domestic
exemption from Dutch dividend withholding tax. Those shareholders who qualify for domestic relief have
until 14 December 2021 to provide evidence to ABN AMRO that their dividend qualifies for domestic relief
from Dutch dividend withholding tax.
The treaty between South Africa and the Netherlands notes that the Dutch dividend withholding tax may
get reduced from 15% to 10%. This reduction applies equally to corporates holding less than 10% of the
capital of Prosus, individuals and other persons who qualify as residents of South Africa for treaty
purposes. If shareholders, or their tax advisors, conclude that they are entitled to benefits arising from
the tax treaty, such shareholders should follow the process prescribed by the tax treaty to claim relief.
Please note that no Dutch dividend withholding tax will be withheld on repayments of share capital.
There will also be no South African dividend tax on repayments of share capital.
Tax Implications
1. Dutch Tax Implications
1.1. General
Capital repayments will be paid from share capital. No Dutch dividend withholding tax ("DWT")
will be withheld on the amounts of capital repayments paid to shareholders.
Where a shareholder elects to receive a dividend, generally, 15% DWT will be withheld by Prosus
on the cash dividend, leaving a distribution amount per share net of Dutch DWT, unless:
1.1.1. a shareholder qualifies for an exemption from or a reduction of Dutch DWT on the basis of
Dutch domestic law (including implementation of EU Directives) and/or a tax treaty
concluded by the Netherlands; and
1.1.2. the formal requirements to apply such exemption from or reduction of Dutch DWT are
satisfied (insofar applicable).
Prosus will initially withhold 15% on ALL cash dividends distributed on Tuesday, 23 November
2021. As a subsequent step, if and to the extent Prosus has been provided before 14 December
2021 with proof that a shareholder qualifies for an exemption from or a reduction of Dutch DWT
on the basis of Dutch domestic law, the difference between 15% and the Dutch DWT to be
withheld will be paid out to the shareholder, after the Dutch DWT return and/or Dutch DWT
notification has been filed by Prosus with the Dutch tax authorities. Prosus will remit the Dutch
DWT to be withheld to the Dutch tax authorities based on the Dutch DWT return.
1.2. Domestic exemptions from Dutch DWT
1.2.1. General
Corporate shareholders may be exempt from Dutch DWT in terms of Dutch domestic law,
if:
1.2.1.1. The shareholder is tax resident in the Netherlands and owns 5% or more of the share
capital of Prosus, provided that the further requirements for the application of the Dutch
participation exemption are met. Special rules may apply for corporate shareholders
that are considered tax transparent in their country of residence, or considered tax
transparent from a Dutch tax perspective; or
1.2.1.2. A shareholder is considered tax resident within the EU or EEA or is a tax resident of a
country with which the Netherlands has concluded a tax treaty containing an article on
taxation of dividends (such as South Africa), and, as a general rule, this corporate
shareholder is the beneficial owner of the dividends distributed by Prosus and owns 5%
or more of the share capital of Prosus. In addition to the shareholding requirement,
the shareholder is also required to meet certain other conditions relating to the
application of the Dutch participation exemption, determined as if the corporate
shareholder is a Dutch tax resident.
The above exemptions are not available in cases of abuse, for which a main purposes test
and artificial arrangement test applies.
If a shareholder is eligible for an exemption from Dutch DWT, in order to place reliance on
such exemption, the shareholder is required to submit certain information to ABN AMRO as
set-out below
1.2.2. Dutch corporate shareholders owning 5% or more of Prosus' share capital
In order to rely on this domestic exemption from Dutch DWT described in paragraph 1.2.1.1
above, the shareholder should provide ABN AMRO via its own intermediary bank with: (i) its
name, address and place of residency, and corresponding extract from the Dutch Chamber
of Commerce; (ii) the number and percentage of shares owned in Prosus; (iii) its bank
account details; and (iv) a statement confirming that the Dutch participation exemption
applies to the dividend at the level of the Dutch corporate shareholder. This information
should be submitted before Tuesday, 14 December 2021.
As indicated above, Prosus will, as a general rule, initially withhold 15% on ALL dividends
distributed on Tuesday, 23 November 2021. If, however, Prosus has been provided with
proof, to its satisfaction, ultimately before 14 December 2021, that the relevant shareholder
qualifies for an exemption from Dutch DWT, no amount of DWT will be withheld, and the
15% DWT that otherwise would have been withheld will be paid out by Prosus to the relevant
shareholder directly, after the DWT return has been filed by Prosus with the Dutch tax
authorities.
1.2.3. EU/EEA or tax treaty country resident corporate shareholders owning 5% or more
In order for a corporate shareholder to rely on the domestic exemption from Dutch DWT
described in in paragraph 1.2.1.2 above, the shareholder should provide ABN AMRO via its
own intermediary bank with: (i) its name, address and place of residency; (ii) the number
and percentage of shares owned in Prosus; (iii) a tax residency certificate issued by its
country of residence; (iv) its bank account details; and (v) a statement confirming that all
relevant conditions of the DWT exemption are met. This information should be submitted
before 14 December 2021. Subsequently, Prosus will need to file a Dutch DWT notification
with the Dutch tax authorities.
Shareholders are advised that Prosus will, as a general rule, initially withhold 15% on ALL
dividends distributed on the dividend payment date, being Tuesday, 23 November 2021. If,
however, ABN AMRO has been provided with proof, to its satisfaction, ultimately 14
December 2021, that the relevant shareholder qualifies for an exemption from Dutch DWT,
no amount of DWT will be withheld, and the 15% DWT that otherwise would have been
withheld will be paid out by Prosus to the relevant shareholder directly, after the DWT return
has been filed by Prosus with the Dutch tax authorities.
1.3. Tax treaty relief
Shareholders that do not qualify for the domestic exemption from Dutch DWT as outlined in
paragraph 1.2, may qualify for an exemption from or reduction of Dutch DWT on the basis of a
relevant tax treaty concluded by the Netherlands. The claiming of tax treaty relief or a credit will
generally be subject to formal requirements. Shareholders should consult their tax advisor to
determine if such an exemption or reduction is applicable to their situation and in which way,
they can claim this DWT back from the Dutch tax authorities.
2. South African Tax Implications
2.1. General
A capital repayment in respect of a Prosus share that is listed on the JSE will be regarded as a
"foreign return of capital" for South African tax purposes. No South African dividend tax
("SADT") will be withheld on the amounts paid to shareholders as a capital repayment.
For shareholders holding Prosus shares as a capital investment, the capital repayment will
reduce the South African tax base cost of the Prosus shares in the hands of the shareholder by
an amount equal to the capital repayment. To the extent that the capital repayment may exceed
the tax base cost of the Prosus shares, taxable gains may result shareholders subject to South
African capital gains tax.
Where a shareholder elects to receive a dividend in respect of a Prosus share that is listed on
the JSE, such distribution will be regarded as a "foreign dividend" for South African income tax
purposes and should generally be exempt from normal tax in South Africa. However such foreign
dividends will, generally and in addition to being subject to Dutch DWT, be subject to 20% SADT,
to be withheld by the regulated intermediary in South Africa (CSDP), leaving a distribution
amount per share net of SADT, unless:
2.1.1. a shareholder qualifies for an exemption from, or a reduction of, SADT, on the basis of South
African domestic law or a tax treaty concluded by South Africa and before the dividend is
paid, the formal requirements to apply such exemption or reduction from SADT are satisfied
(insofar as applicable); or
2.1.2. The dividend is paid to another CSDP; or
2.1.3. The beneficial owner of such dividend is a natural person, deceased estate or insolvent estate
in respect of a dividend paid in respect of a tax free investment as contemplated in section
12T(1) of the Income Tax Act 58 of 1962 (as amended).
In order to qualify for any exemption or reduction from SADT described in paragraph 2.1.1. the
person to whom the dividend is paid must provide the following documentation to the CSDP
before the dividend is paid:
2.1.4. a written declaration that the dividend is exempt from SADT in terms of South African
domestic law; and
2.1.5. a written undertaking to inform the regulated intermediary in writing should the
circumstances affecting the exemption/reduction applicable change, or should the beneficial
owner cease to be the beneficial owner, by the date determined by the CSDP, or where no
date is determined, by the date of payment of the dividend.
2.2. Tax implications for South African corporate shareholders
Where the South African resident beneficial owner of the dividend is a company, the dividend
will be exempt from SADT in terms of domestic law, provided the documentary requirements
set out above are complied with.
2.3. Tax implications for South African non-corporate shareholders
Where the South African resident beneficial owner of the dividend is a non-corporate
shareholder, the dividend may be exempt from SADT in terms of domestic law. Where the
dividend does not qualify for one of the domestic exemptions, SADT will be paid at an initial rate
of 20%, subject to a rebate for Dutch DWT paid in respect of such dividend without any recovery
by any person.
2.4. Rebate on SADT paid
A rebate for foreign taxes (i.e. Dutch DWT) imposed on the dividend paid is available to reduce
the SADT liability. This rebate is calculated based on the Dutch DWT paid without the right of
recovery by any person. In other words, the rebate is limited to the amount of Dutch DWT paid
after taking into account relevant exemptions from, or reductions of, Dutch DWT that the
shareholder may be eligible for as described in paragraph 1 above.
The rebate will further be limited to the SADT imposed. For example, if the dividend is exempt
from Dutch DWT in terms of Dutch domestic law as a result of the shareholder holding 5% or
more of Prosus’s shares, no rebate will be available.
The CSDP is responsible for withholding SADT from the dividend payable to shareholders on the
South African register and paying such amounts to the South African Revenue Service.
In order to apply a rebate, the CSDP must be satisfied:
2.4.1. that DWT was applied; and
2.4.2. that the relevant shareholder qualifies for a reduced rate of DWT.
The rebate for foreign taxes is determined in Rand by translating the foreign currency amount
using the same rate used to translate the foreign dividend.
2.5. Refund mechanism
The maximum effective dividend tax to be paid by South African tax resident shareholders on
the South African register, who are not exempt from SADT will be 20%. For example, where a
CSDP is satisfied that a particular shareholder has paid 15% Dutch DWT, which is not
recoverable by that shareholder from the Dutch tax authority, such CSDP should withhold only
5% SADT, being the 20% SADT less 15% DWT (unless a specific South African domestic
exemption applies and the required documentation as set out in paragraph 2 has been provided
to the CSDP).
If such shareholder pays more than an aggregate 20% tax (being the total Dutch and South
African dividend tax paid on the same dividend), such shareholders are advised to follow the
procedures set out paragraphs 1, if appropriate, in order to claim a refund of Dutch DWT taxes
overpaid. Where an amount of SADT has been overpaid as a result of failure to comply with the
requirements described in paragraphs 2.1.4 and 2.1.5, or the failure to deduct a rebate as
described in paragraph 2.4, the shareholder may be entitled to claim a refund of the SADT
overpaid. This refund must be claimed from the CSDP within a period of three years after the
date of payment of the dividend.
Whether or not there is a refund due to the shareholder should be determined with reference to
the specific facts applicable to that shareholder.
The information provided above does not constitute tax advice and is only provided as a general
guide on the South African tax treatment of the cash dividend declaration by Prosus to South
African tax resident shareholders. For shareholders residing outside of South Africa, the dividend
may have other legal or tax implications and such shareholders are advised to obtain appropriate
advice from their professional advisers in this regard.
Looking forward with confidence
Our core objectives are unchanged and strong market dynamics underpin our structural growth. We are
at the beginning of our Prosus journey, but we have made a great start and are clear about where we
are heading in the interests of our shareholders and all our stakeholders. So, the fundamentals are
strong and we have real momentum.
Amsterdam, the Netherlands
24 August 2021
JSE sponsor to Prosus:
Investec Bank Limited
Euronext listing agent
ING Bank N.V.
Euronext paying agent
ABN AMRO Bank N.V.
Enquiries
Investor Enquiries +1 347-210-4305
Eoin Ryan, Head of Investor Relations
Media Enquiries + 31 6 29721038
Sarah Ryan, International Media Relations
About Prosus
Prosus is a global consumer internet group and one of the largest technology investors in the world. Operating and investing
globally in markets with long-term growth potential, Prosus builds leading consumer internet companies that empower people and
enrich communities.
The group is focused on building meaningful businesses in the online classifieds, food delivery, payments and fintech, and education
technology sectors in markets including India, Russia and Brazil. Through its ventures team, Prosus invests in areas including
health, logistics, blockchain, and social commerce. Prosus actively seeks new opportunities to partner with exceptional
entrepreneurs who are using technology to improve people's everyday lives.
Every day, millions of people use the products and services of companies that Prosus has invested in, acquired or built, including
Avito, Brainly, BYJU'S, Bykea, Codecademy, DappRadar, DeHaat, dott, ElasticRun, eMAG, Eruditus, Honor, iFood, Klar, LazyPay,
letgo, Meesho, Movile, OLX, PayU, Quick Ride, Red Dot Payment, Remitly, Republic, SimilarWeb, Shipper, Skillsoft, SoloLearn,
Swiggy, and Udemy.
Hundreds of millions of people have made the platforms of Prosus’s associates a part of their daily lives. For listed companies
where we have an interest, please see: Tencent (www.tencent.com), Mail.ru (www.corp.mail.ru), Trip.com Group Limited
(www.trip.com), and DeliveryHero (www.deliveryhero.com).
Today, Prosus companies and associates help improve the lives of around a fifth of the world's population.
Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary listings on the Johannesburg Stock Exchange
(XJSE:PRX) and a2X Markets (PRX.AJ). Prosus is majority owned by Naspers. For more information, please visit www.prosus.com.
Disclaimer
This document contains information that qualifies as inside information within the meaning of Article 7(1) of the Market Abuse
Regulation.
This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.
The information contained in this announcement may contain forward-looking statements, estimates and projections. Forward-
looking statements involve all matters that are not historical and may be identified by the words “anticipate”, ”believe”, ”estimate”,
”expect”, ”intend”, ”may”, ”should”, ”will”, ”would” and similar expressions or their negatives, but the absence of these words does
not necessarily mean that a statement is not forward-looking. These statements reflect Prosus’s intentions, beliefs or current
expectations, involve elements of subjective judgement and analysis and are based upon the best judgement of Prosus as of the
date of this announcement, but could prove to be wrong. These statements are subject to change without notice and are based
on a number of assumptions and entail known and unknown risks and uncertainties. Therefore, you should not rely on these
forward-looking statements as a prediction of actual results.
Any forward-looking statements are made only as of the date of this announcement and neither Prosus nor any other person gives
any undertaking, or is under any obligation, to update these forward-looking statements for events or circumstances that occur
subsequent to the date of this announcement or to update or keep current any of the information contained herein, any changes
in assumptions or changes in factors affecting these statements and this announcement is not a representation by Prosus or any
other person that they will do so, except to the extent required by law.
Date: 24-08-2021 05:50:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
