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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, 27 August 2026 – Prosus N.V. (Prosus) (AEX and JSE: PRX)
The annual general meeting (AGM) of the shareholders of Prosus was held yesterday.
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 AGM and adopted.
We note that the issued share capital of Prosus at the record date was as follows:
Class of share Nominal value Number of votes Issued share Authorised share
per share per share capital capital
Ordinary Share N (N shares) EUR0.05 1 2,186,494,867 5,000,000,000
Ordinary Share A1 (A shares) EUR0.05 1 6,446,739 10,000,000
Ordinary Share B (B shares) EUR0.05 1 2,869,537,584 3,000,000,000
138,967,547(1) ordinary shares N were held in treasury by the company as at the record
date. Therefore, the number of ordinary shares that could have been voted at the
meeting was 4,923,511,643. Of this number, 97% was present or represented and voted
at the AGM.
(1) As disclosed on 19 May 2026; subject to further reduction from the ongoing share-repurchase programme by
the 29 July 2026 record date.
Details of voting results:
No. Agenda item Votes for % Votes against % Votes abstain Votes total % issued
3 To approve the directors' remuneration report 4,208,278,676 88.13 567,034,080 11.87 399,336 4,775,712,092 97.00%
4 To adopt the annual accounts for the financial year 4,772,712,962 99.99 270,507 0.01 2,728,622 4,775,712,091 97.00%
ending 31 March 2026
5 To make a distribution in relation to the financial year 4,746,340,744 99.39 29,183,974 0.61 187,373 4,775,712,091 97.00%
ending 31 March 2026
6 To discharge the executive directors from liability 4,667,400,196 97.82 103,954,820 2.18 4,357,075 4,775,712,091 97.00%
7 To discharge the non-executive directors from liability 4,582,322,462 96.04 189,032,383 3.96 4,357,246 4,775,712,091 97.00%
8 To adopt amendments to the remuneration policy of 4,101,574,262 85.89 673,743,464 14.11 394,365 4,775,712,091 97.00%
the executive and non-executive directors (including
extension of the shareholding requirement to the
CFO)
9 To approve the remuneration of the non-executive 4,427,132,698 92.76 345,448,802 7.24 3,130,591 4,775,712,091 97.00%
directors
10 To appoint Arnold Goldberg as a non-executive 4,754,748,863 99.57 20,543,477 0.43 419,751 4,775,712,091 97.00%
director of Prosus
11 To reappoint the following non-executive directors:
11.1 Rachel Jafta 4,441,223,417 93.36 316,085,380 6.64 18,403,294 4,775,712,091 97.00%
11.2 Mark Sorour 4,551,936,430 95.44 217,343,480 4.56 6,432,181 4,775,712,091 97.00%
11.3 Manisha Girotra 4,481,453,329 93.85 293,843,712 6.15 415,050 4,775,712,091 97.00%
11.4 Ying Xu 4,693,467,997 98.29 81,828,686 1.71 415,408 4,775,712,091 97.00%
12 To reappoint Deloitte Accountants B.V. as the auditor 4,769,536,020 99.88 5,759,280 0.12 416,791 4,775,712,091 97.00%
charged with the auditing of the annual accounts and
the sustainability statements for the year ending 31
March 2028
13 To designate the board of directors as the company 4,630,849,896 96.97 144,671,335 3.03 190,860 4,775,712,091 97.00%
body authorised to issue shares
14 To authorise the board of directors to resolve that the 4,528,104,065 94.82 247,423,237 5.18 184,789 4,775,712,091 97.00%
company acquires shares in its own capital
15 To reduce the share capital by cancelling own shares 4,764,863,811 99.78 10,662,294 0.22 185,986 4,775,712,091 97.00%
Summary of statements from the annual general meeting:
Bringing AI-first innovation beyond the platform into everyday life
We believe rapid technological change offers real opportunities to invest in transformative
businesses, particularly in artificial intelligence (AI). Our goal is to build the leading
lifestyle ecosystems in Latin America, Europe and India, unlocking an AI-first world for
over two billion customers.
In FY26 we made this tangible: we built a proprietary large commerce model to underpin
our ecosystems, increased active AI agents tenfold across the group – including agents
that power the daily workflow of our employees – and continued to embed ethical AI
frameworks to ensure our technologies are safe, transparent and equitable. We are not
negotiable on adhering to accepted standards of ethical practice in deploying technology.
Discount to net asset value
Our open-ended share-repurchase programme, funded by measured sales of Tencent
shares, remains a significant value creator. Since inception in mid-2022, it has returned
well over US$40bn of value to shareholders, reduced the free-float share count by around
30%, and lifted Prosus' net asset value per share by approximately 18%.
Despite returning US$10bn to shareholders through the buyback in FY26 alone, the
combined Naspers/Prosus holding-company discount remained at around 43%. We
recognise this has not yet delivered the narrowing shareholders are looking for, and closing
this gap is a strategic board priority in FY27. Consistent with our pay-for-performance
approach, the discount-linked component of the CEO and CFO's short-term incentives paid
out at zero this year as a direct result.
Reshaping our strategy
We continued to focus on exceptional performance in our ecosystems, concentrated in
Latin America, India and Europe. In FY26, all our ecosystems were profitable for the first
time – a meaningful milestone in our transformation from a traditional holding company
into an active operator of AI-driven lifestyle businesses.
Innovation remains at the core of our future, with expert teams working across the group
to turn ideas into functional benefits for our customers and portfolio companies.
A year of progress
FY26 was a landmark year: group revenue grew 57% to US$9.7 billion, lifted by the
acquisitions of Just Eat Takeaway.com and Despegar alongside strong organic growth from
iFood and OLX. Ecosystem aEBITDA grew 84% and aEBIT grew 87%.
We continued to invest for long-term growth, deploying US$8.0 billion in FY26 within a
disciplined framework. Core headline earnings were US$8.3 billion, up 13% (24% on a
per-share basis).
Our balance sheet reflects the scale of this investment: we ended the year with US$12.5
billion in cash against US$17 billion of interest-bearing debt, a shift from the net cash
position reported a year ago, following the JET and Despegar acquisitions. We remain fully
committed to our investment-grade rating. Free cash inflow rose to US$1.5 billion, from
US$1.0 billion.
Our role in society
As a global technology group, we continue to focus on solutions for some of the world's
most pressing needs, while ensuring our own operations have a positive, lasting impact.
In FY26 we published our first CSRD-compliant sustainability statements with limited
assurance, and welcomed the European Commission's Omnibus I Directive, finalised in
February 2026, which simplifies reporting requirements without diluting our underlying
commitments.
On climate, our own operations remain at net-zero for scope 1 and 2 emissions, portfolio-
wide scope 3 emissions fell 19%, and we made further progress electrifying delivery fleets
at iFood and eMAG. On social impact, we exceeded our target of meaningfully impacting
20 000 lives across our ecosystem through education, digital and financial literacy
programmes in India, Latin America and Europe.
Aligning remuneration to performance and value creation
Our remuneration principles remain simple: pay for performance; align with desired
shareholder outcomes; achieve the business plan; and be consistent. In FY26, 10% of
executives' short-term incentives remained linked directly to ESG metrics, including our
employee engagement survey and social impact outcomes.
Our CEO's moonshot award remains in place. This requires our combined market
capitalisation to double from US$84 billion to US$168 billion over four years from July
2024, and be sustained for a further year, together with total shareholder returns beating
the median of a highly competitive peer group. Progress is tracked and disclosed
transparently. In response to shareholder feedback, we also propose extending our
existing CEO shareholding requirement (four to six times annual salary) to the CFO, who
would be expected to hold shares worth up to two times his annual base salary.
Proposed adjustments to the CEO and CFO's total remuneration for FY27 are detailed in
the remuneration policy and annual report.
Distributions to shareholders
Shareholders approved the distribution to holders of ordinary shares N of 28 euro cents
per share. Shareholders holding their ordinary shares N in South Africa via Strate will then
receive a gross distribution of 520.2386 Rand cents per ordinary share N. Holders of
ordinary shares B and ordinary shares A1 will receive an amount per share equal to their
economic entitlement as set out in the articles of association.
Dividends and capital repayments are declared and paid in euros. The above amounts are
based on an EUR/ZAR exchange rate of R18.57995 as at 26 August 2026. Further details
regarding the distribution will be published at a later date.
The distribution will by default be paid as a capital repayment. Holders of ordinary shares
N as at 6 November 2026 (the dividend record date) who do not wish to receive a capital
repayment can instead elect to receive a dividend; a choice for one option implies an opt-
out from the other. Elections to receive a dividend instead of a capital repayment need to
be made by holders of ordinary shares N by 23 November 2026. Capital repayments and
dividends will be payable to shareholders recorded in our books on the dividend record
date and paid on 1 December 2026.
Capital repayments will be paid from qualifying share capital for Dutch tax purposes, and
no dividend withholding tax will be withheld on these amounts. Shareholders who instead
elected to receive a dividend from retained earnings will be subject to the Dutch dividend
withholding tax rate of 15%.
Holders of ordinary shares N who elected to receive a dividend and who hold their listed
ordinary shares N through the company's listing on the JSE will, in addition to the 15%
Dutch dividend withholding tax, be subject to South African dividend tax at a rate of up to
20%. The amount of this additional South African dividend tax is calculated by deducting
from the 20% a rebate equal to the Dutch dividend tax paid in respect of the dividend
(without right of recovery). Shareholders holding their listed ordinary shares N through
the JSE, unless exempt from South African dividend tax or entitled to a reduced
withholding tax rate under an applicable tax treaty, will be subject to a maximum of 20%
South African dividend tax.
Looking forward with confidence
Our purpose is unchanged – we aim to improve everyday life for people around the world
by building leading companies that use technology to meet societal needs in better ways.
Having reached profitability across every ecosystem this year, we are focused on
sustaining that momentum: growing responsibly, deepening our AI-first edge, and
continuing to narrow the gap between our market value and the sum of our parts. This
will create long-term value for our shareholders.
Amsterdam, the Netherlands
27 August 2026
JSE sponsor to Prosus:
Investec Bank Limited
Euronext listing agent
ING Bank N.V.
Euronext paying agent
ING Bank N.V.
Enquiries
Investor Enquiries +1 347-210-4305
Eoin Ryan, Head of Investor Relations
Media Enquiries +31 6 15494359
Charlie Pemberton, Communications Director
About Prosus
Prosus is a global technology company, unlocking an AI-first world for our 2 billion customers. With investments in more than 100 companies
across the world, we are building local ecommerce champions in growth markets.
With leading positions in Food Delivery, Classifieds and Fintech, Prosus has created its own unique technology ecosystem, driving innovation,
knowledge sharing and growth across our portfolio.
Through the Prosus Ventures team, the group invests in new technology growth opportunities within AI, social and ecommerce platforms,
fintech, B2B software, logistics, health, blockchain, agriculture and more.
The team actively backs exceptional entrepreneurs who are using technology to improve people’s everyday lives.
To find out more, 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: 27/08/2026 10:00:00
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