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 2022 – Prosus N.V. (Prosus) (AEX and JSE: PRX) The annual general meeting
(AGM) of Prosus N.V. was held 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 2 003 817 745 5 000 000 000
(N shares)
Ordinary Share A1 EUR0.05 1 4 456 650 10 000 000
(A shares)
Ordinary Share B EUR0.05 1 1 128 507 756 3 000 000 000
(B shares)
22 088 457 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: 3 136 782 151. The total number of ordinary
shares represented at the meeting was: 2 935 818 027 which is 93.59% 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 2 537 178 365 86,48% 396 668 781 13,52% 1 970 628 2 935 817 774 93,59%
To adopt the annual accounts for the financial year ending 31
3
March 2022 2 933 569 821 99,97% 877 403 0,03% 1 370 550 2 935 817 774 93,59%
To make a distribution in relation to the financial year ending 31
4
March 2022 2 929 811 030 99,82% 5 258 044 0,18% 748 700 2 935 817 774 93,59%
5 To discharge executive directors from liability 2 863 523 496 97,62% 69 939 238 2,38% 2 355 040 2 935 817 774 93,59%
6 To discharge non-executive directors from liability 2 863 371 631 97,61% 70 091 184 2,39% 2 354 959 2 935 817 774 93,59%
To adopt the remuneration policy of the executive and non-
7
executive directors 2 576 403 131 87,89% 354 832 457 12,11% 4 582 186 2 935 817 774 93,59%
8 To appoint S Dubey as a non-executive director 2 930 580 066 99,86% 4 211 604 0,14% 1 026 104 2 935 817 774 93,59%
9.1 To reappoint JP Bekker as a non-executive director 2 809 152 176 95,76% 124 411 355 4,24% 2 254 243 2 935 817 774 93,59%
9.2 To reappoint D Meyer as a non-executive director 2 905 479 065 99,01% 29 136 298 0,99% 1 202 411 2 935 817 774 93,59%
9.3 To reappoint SJZ Pacak as a non-executive director 2 895 136 241 98,65% 39 478 137 1,35% 1 203 396 2 935 817 774 93,59%
9.4 To reappoint JDT Stofberg as a non-executive director 2 907 221 205 99,07% 27 393 741 0,93% 1 202 828 2 935 817 774 93,59%
To reappoint Deloitte Accountants B.V. as the auditor for the
10
financial year ending 31 March 2024 2 929 446 793 99,80% 5 800 813 0,20% 570 168 2 935 817 774 93,59%
To designate the Board of Directors as the company body to issue
11
shares 2 791 288 253 95,12% 143 120 395 4,88% 1 409 126 2 935 817 774 93,59%
To authorise the board to resolve that the company acquires
12
shares in its own capital 2 739 354 112 93,33% 195 762 360 6,67% 701 302 2 935 817 774 93,59%
13 To reduce the share capital by cancelling own shares 2 929 313 905 99,80% 5 921 474 0,20% 582 395 2 935 817 774 93,59%
Summary of statements from the annual general meeting:
A different, digital world
The group is playing an important role in delivering the benefits, safety and convenience of technological
advances to some 2bn customers in an increasingly digital world. At the same time, we are focused on being
a sustainable business, one that again proved its resilience in the face of global challenges and uncertainties.
Discount to net asset value
To increase net asset value per share, this year we initiated an open ended repurchase programme of
Naspers and Prosus shares. This builds on earlier actions like the approved share exchange that better
balanced Naspers and Prosus on their respective stock exchanges last year and repurchasing US$10bn in
shares over the past two years. The current repurchase programme will be funded by an orderly, on-market
sale of Tencent shares held by the group. Tencent is supportive of the withdrawal by Prosus of its voluntary
restriction on the sale of its Tencent Shares.. We believe this will generate significant value for our
shareholders over a sustained period. In addition, our management team has been incentivised to reduce
this discount for the long-term value creation of the group.
Delivering our strategy
Essentially, our strategy is to build valuable businesses that solve everyday problems for customers. We do
this globally by backing innovative local entrepreneurs, but deploying a disciplined approach to capital
allocation. We typically grow our capital commitments progressively as we learn and scale, intrinsically
linked to future returns.
Today, across our core segments of ecommerce, food, payments and fintech, etail and, most recently edtech,
our impact is significant. Our entrepreneurs and teams improve the daily lives of billions of customers. We
enable people to buy and sell safely online, easily order food delivered quickly to their homes. We enable
participation in the digital economy and access to important financial services otherwise unavailable to
people. We enable customers to educate themselves without visiting a classroom. And we help to satisfy a
basic human need, the ability to connect and interact with others that is so important in the digital age.
A year of progress
Despite a turbulent operating environment, FY22 was a period of progress for the group. Like many
technology companies, we faced significant macroeconomic and geopolitical headwinds, resulting in highly
volatile capital markets. The combination of the war in Ukraine, higher inflation and rising interest rates
drove up the cost of capital and increased uncertainty. Valuations of global peers in tech and internet sectors
declined sharply in recent months as the level of risk appetite reduced significantly. These forces drove the
first decline in the group’s net asset value in many years. To navigate these turbulent times, we are
prioritising capital on supporting our existing businesses and prudent balance-sheet management to sustain
adequate financial liquidity.
Group revenues grew 24% to US$37bn, driven by ecommerce which grew revenues 56%. Group trading
profit was down 10% to US$5bn. Core headline earnings, our measure of after-tax operating performance,
was down 40% to US$2.1bn, reflecting our sale of a 2% interest in Tencent and its lower contribution after
greater losses from its associates. Our ecommerce businesses were resilient, growing revenues 53% in the
second half and significantly outperforming global peers in many cases. The food-delivery segment’s
performance remained strong while growth momentum continued globally in payments and fintech. In this
segment, we increased our scale in India, one of the fastest-growing consumer internet markets and closing
the BillDesk acquisition will create further opportunity to expand into credit and digital banking. In edtech,
we made substantial progress in expanding the portfolio by acquiring market leaders in our focus areas. Our
etail segment maintained revenues but recorded a small loss as it invests in growth opportunities.
We ended the year with a strong and liquid balance sheet reflecting US$9.7bn in cash and cash equivalents,
2.5 times the prior-year level. We invested US$6.3bn to increase our stakes in existing investments and new
assets with substantial opportunity for future value creation, particularly in our food-delivery and edtech
segments. We will continue to invest organically to build on our strong progress in specific segments: autos
in classifieds, convenience in food delivery and India credit in payments and fintech.
We raised US$9.25bn in additional capital last year. We also continued to crystallise returns and pay back
capital to shareholders. In total, we have allocated US$50bn in capital over the past six years: some 57% of
that being invested into the business and new growth opportunities, around 25% returned to shareholders
in the form of share repurchases and dividends, and the balance held in cash.
Russia’s invasion of Ukraine has deeply impacted our classifieds business in the ecommerce segment. We
are appalled by the war in Ukraine and we continue to do all we can for our Ukrainian employees and the
country’s people. In March 2022, we began separating the Russian classifieds business Avito from our OLX
Group, and announced in May that we would exit this business and are identifying an appropriate buyer for
our shares in Avito. We have also written down the full carrying value of our VK asset, the Russian online
platform.
Our role in society
One of our three strategic priorities is to be a force for good for our stakeholders. Around the world,
sustainability is central to our growth and strategy.
At the same time, there is growing interest from shareholders, regulators and other stakeholders in how
seriously we honour our responsibilities as a global technology group.
We have a strong heritage of acting responsibly. But much of this good work has been implicit. We believe
it is now essential that we do business with the stated goal of being a positive force for the world around us.
To illustrate, our Ventures arm is increasing its focus on sustainable investment themes, such as agriculture
technology or agtech and healthtech. During the year, we invested in several agtech companies applying
sustainable digital solutions by using soil biology analytics and artificial intelligence tools to determine the
most sustainable solutions for crops, while addressing specific climate and social-inclusion challenges. These
priorities are consistent with our support for circular-economy innovations to mitigate and reduce
environmental footprints.
More tangibly, being a force for good translates into employment. An independent research study on iFood’s
food-delivery operations in Brazil found that the company created about 730 000 jobs (formal and informal),
or 0.72% of the employed population in 2020, as part of its value chain. In addition, the study noted that
iFood drivers receive an hourly wage comparable to being employed in the formal sector.
Being a force for good applies equally in crisis situations. The appalling war in Ukraine is foremost a human
tragedy. Ahead of the invasion, our OLX business prepared for a worsening situation, setting up
accommodation for our teams and their families in the west of the country, advancing wages, and instituting
regular contact with everyone. When the invasion began, we offered relocation to safer areas in the country
and outside Ukraine. In addition, we are contributing US$10m to assist humanitarian aid efforts in Ukraine.
Our Ukrainian and Polish employees are involved in selecting suitable registered and established charities to
receive this support. At the onset of the war, we also made a US$350 000 donation to the international
committee of the Red Cross.
Aligning remuneration to performance and value creation
Our group operates in highly competitive, fast-changing markets, many characterised by the shortage of key
skills. Our remuneration structures therefore focus on attracting, motivating and retaining the best people
to create sustainable shareholder value.
Our strategic approach to human resources and remuneration better enables us to compete for the digital
talent at the heart of our businesses. Our remuneration aims are simple: promote superior performance;
focus employees on achieving key business goals; and realise effective returns on employee spend. Equality
and consistency are embedded in group pay practices as we build our diverse and inclusive workplaces. Our
pay practices around the world are fair, competitive and above minimum-wage standards.
Importantly, we continue to engage with shareholders on remunerations topics. This feedback is
constructive in continually improving the transparency of both our disclosure and reward structures.
In the review period, several factors contributed to widening the discount in our trading value relative to a
sum-of-the-parts valuation to its highest level. While we still focus a material portion of executive directors’
incentives on non-Tencent portions of the group over the long run, we believe there is a critical benefit to
reducing this discount.
Accordingly, for FY23, we proposed materially increasing the CEO and CFO’s short-term variable
compensation exposure to narrowing the discount. At the same time, we have materially reduced the
balance of annual compensation to emphasise the importance of this discount-focused incentive and align
remuneration with shareholder expectations.
In addition, given our strong belief that reducing the discount is fundamental to maximising shareholder
returns, the committee did not award long-term incentives for FY23.
In line with our commitment to greater transparency, we again improved disclosure on executive
remuneration by detailing short-term incentive goals and achievements for FY22. We believe that revealing
details of STI targets to our competitors before the end of the financial year is not in the best interests of
our shareholders so, from FY23, we will disclose these targets retrospectively.
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 an amount per
share equal to the outcome of the formula set forth in article 30.4 of the articles of association, being 1.118
euro cents per ordinary share A1, and holders of ordinary shares B will receive a dividend distribution of
0.000014 euro cents per share for the year ended 31 March 2022.
Holders of ordinary shares N as at Friday, 2 September 2022 (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, 19 September 2022. Capital repayments and dividends will be
payable to shareholders recorded in the books on the dividend record date and paid on or after Tuesday, 27
September 2022.
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 236.28080 Rand cents per ordinary
share N. South Africa holders of ordinary shares A1 will receive a gross dividend of 18.86871 Rand cents per
ordinary share A1. Holders of ordinary shares B will receive a dividend distribution of 0.00024 Rand cents
per ordinary B share. This is based on an EUR/ZAR exchange rate of 16.8772 as at 24 August 2022.
Generally, shareholders holding their ordinary shares N on the South African register positively electing to
receive a dividend will receive a net distribution of at least 153.58252 Rand cents per ordinary share N. A
maximum amount of 82.69828 Rand cents will be withheld (being 15% Dutch dividend withholding tax plus
20% SA dividend tax). This 15% Dutch dividend withholding tax may be reduced if shareholders provide
evidence via the ABN AMRO platform that they are entitled to tax treaty benefits. The amount of additional
South African dividend tax payable will be calculated by deducting from the 20% South African dividend tax
otherwise due, a rebate equal to the Dutch dividend withholding tax paid in respect of the dividend (without
any right of recovery). Those shareholders, unless exempt from paying dividend tax or entitled to a reduced
withholding tax rate in terms of an applicable tax treaty, will thus be subject to a maximum of 20% total
dividend tax which equals 47.25616 Rand cents.
Holders of Prosus American Depositary Receipts which trade on an over-the-counter basis in the United
States will receive a dividend.
Salient dates:
Wednesday, 24 August 2022 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, 24 August 2022 Dividend/capital payment finalisation date
Tuesday, 30 August 2022 Last date to trade on the JSE in order to appear in the shareholder
register and participate in the dividend/capital repayment
Wednesday, 31 August 2022 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, 1 September 2022 Ex-dividend/capital repayment date for Euronext Amsterdam
Friday, 2 September 2022 Record date to appear in the shareholder register and participate
in the dividend/capital repayment
Monday, 5 September 2022 – Dividend/capital repayment election period
Monday, 19 September 2022
Tuesday, 27 September 2022 Dividend/capital repayment date
Tuesday, 18 October 2022 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, 30 August 2022, and Friday,
2 September 2022, 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 would in those cases add 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.
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.
Those shareholders who qualify for relief or a reduction have until 18 October 2022 to provide evidence
to ABN AMRO that their dividend qualifies for relief or a reduction from Dutch dividend withholding tax.
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 this 15% 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,
27 September 2022. As a subsequent step, if and to the extent Prosus has been provided before
18 October 2022 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 or reduction from Dutch DWT, in order to place
reliance on such exemption or reduction, 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, 18 October 2022.
As indicated above, Prosus will, as a general rule, initially withhold 15% on ALL dividends
distributed on Tuesday, 27 September 2022. If, however, Prosus has been provided with
proof, to its satisfaction, ultimately before 18 October 2022, 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 18 October 2022. 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, 27 September 2022. If,
however, ABN AMRO has been provided with proof, to its satisfaction, ultimately 18 October
2022, 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). However if the CSDP is not satisfied that the Dutch DWT cannot be recovered by
the shareholder, the CSDP may withhold up to 20% in SADT.
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 purpose is unchanged – we aim to improve everyday life for billions of people around the world by
building leading companies that use technology to meet societal needs in better ways. At the heart of
our purpose is our commitment to being a responsible business that has a sustainable, positive impact
on the world and operates under high standards of corporate governance.
Amsterdam, the Netherlands
24 August 2022
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 + 27 78 802 6310
Shamiela Letsoalo, Media Relations Director
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 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
using technology to improve people’s everyday lives.
Every day, billions of customers use the products and services of companies that Prosus has invested in, acquired or built, including
99minutos, Airmeet, Aruna, AutoTrader, Autovit.ro, Azos, BandLab, Bibit, Biome Makers, Borneo, Brainly, BUX, BYJU'S, Bykea,
Captain Fresh, Codecademy, Collective Benefits, Creditas, DappRadar, DeHaat, dott, EduMe, ElasticRun, eMAG, Endowus, Eruditus,
EVERY, Facily, Flink, Foodics, Good Glamm Group, GoodHabitz, GoStudent, Honor, iFood, Imovirtual, Klar, Kovi, LazyPay, letgo,
Luno, Mensa Brands, Meesho, merXu, Movile, Oda, OLX, Otodom, OTOMOTO, PaySense, PayU, Pharmeasy, Platzi, Property24,
Quick Ride, Red Dot Payment, Republic, Shipper, ShopUp, SoloLearn, Stack Overflow, Standvirtual, Superside, Swiggy, Thndr,
Tonik, Ula, Urban Company, Wayflyer, and Wolt.
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, Delivery Hero, Remitly, Trip.com, Udemy, Skillsoft, Sinch, and SimilarWeb.
Today, Prosus companies and associates help improve the lives of more than two billion people around the world.
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: 24-08-2022 05:30:00
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