PROSUS N.V - Distribution of Annual Report 2025, Notice of Hybrid Annual General Meeting and Dividend

Distribution of Annual Report 2025, Notice of Hybrid Annual General Meeting and Dividend

Prosus N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
AEX and JSE Share Code: PRX ISIN: NL0013654783
(Prosus)

DISTRIBUTION OF ANNUAL REPORT 2025, NOTICE OF HYBRID ANNUAL GENERAL MEETING AND DIVIDEND

Distribution of annual report 2025
Shareholders are advised that the company's annual report (including consolidated annual
financial statements) for the year ended 31 March 2025 will be available on the company's
website, www.prosus.com, this morning, Monday, 23 June 2025.

The summarised consolidated financial statements together with additional supporting
information for the annual report will also be published on the website, www.prosus.com,
together with the annual report.

Notice of hybrid annual general meeting
Prosus shareholders are advised that notice is hereby given, in terms of the notice of
annual general meeting published today, on 23 June 2025, that the hybrid annual general
meeting of Prosus (the Annual General Meeting) will be held at 14:00 CET on
Wednesday, 20 August 2025, at The Warehouse, Generaal Vetterstraat 51-A, 1059 BT
Amsterdam, the Netherlands. Prosus will, in any event, ensure virtual access to the Annual
General Meeting in a manner consistent with the arrangements for a virtual meeting.
Virtual participation will be subject to Prosus' terms and conditions for general meetings.
Prosus shareholders can virtually attend and vote at the Annual General Meeting on all
resolutions via evote.ingwb.com or email agm.pas@ing.com, and, if they wish, vote in real
time online.

Prosus shareholders registered in the Prosus shareholders' register or in the (sub)registers
designated by the board of directors of Prosus on Wednesday, 23 July 2025 (i.e. the record
date), or their authorised representatives, who wish to attend and/or vote at the Annual
General Meeting must apply via evote.ingwb.com or email agm.pas@ing.com by no later
than on Wednesday, 13 August 2025, at 17:30 CET.

The notice of the Annual General Meeting, including the agenda with explanatory notes,
together with the power of attorney, is available on Prosus' website at
www.prosus.com/investors/shareholder-centre/shareholder-meetings. Prosus' remuneration report
and the proposed remuneration policy are included in the 2025 annual report of Prosus and on
the website.

The issued share capital of Prosus as at today, on 23 June 2025, is 2,378,947,836 Prosus
ordinary shares N, 6,446,739 Prosus ordinary shares A1 and 2,869,537,584 Prosus
ordinary shares B.

Dividend
Further, shareholders are advised that the company's board of directors recommends that,
holders of ordinary shares N receive a distribution of approximately 20 euro cents, which
represents an increase of approximately 100% for free-float shareholders. 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. Furthermore, the board
recommends that those holders of ordinary shares N as at 3 November 2025 (the dividend
record date) who do not wish to receive a capital repayment, can choose to receive a
dividend instead. A choice for one option implies an opt-out from the other. If confirmed by
shareholders at the annual general meeting on 20 August 2025, elections to receive a
dividend instead of a capital repayment will need to be made by holders of ordinary shares
N by 17 November 2025. More information on the distribution will be published in the notice
of annual general meeting.

Capital repayments and dividends will be payable to shareholders recorded in our books on
the dividend record date and paid on 25 November 2025. Capital repayments will be paid
from qualifying share capital for Dutch tax purposes. No dividend withholding tax will be
withheld on the amounts of capital reductions paid to shareholders. However, if holders of
ordinary shares N rather elect to receive a dividend from retained earnings, dividends will be
subject to the Dutch dividend withholding tax rate of 15%.

Dividends payable to holders of ordinary shares N who elect to receive a dividend and who
hold their listed ordinary shares N through the listing of the company 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 additional South African dividend tax will be 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 listing of the company on the JSE, unless exempt from paying South African
dividend tax or entitled to a reduced withholding tax rate in terms of an applicable tax treaty,
will be subject to a maximum of 20% South African dividend tax.

More information on the distribution will be published following approval at the annual general
meeting.


Amsterdam, the Netherlands
23 June 2025

Euronext listing agent
ING Bank N.V.

Euronext paying agent
ING Bank N.V.

JSE Sponsor
Investec Bank Limited

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.

Date: 23-06-2025 08:00:00
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