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Results of elections, substantial shareholdings and Directors' interests
PROSUS N.V.
(previously Myriad International Holdings N.V)
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
ISIN: NL0013654783
Euronext Amsterdam and JSE Share code: PRX
("Prosus" or the "Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS AND REGULATIONS OF SUCH JURISDICTION OR REQUIRE THE COMPANY OR
NASPERS TO TAKE ANY FURTHER ACTION.
RESULTS OF ELECTIONS, SUBSTANTIAL SHAREHOLDINGS AND DIRECTORS' INTERESTS
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the
same meanings ascribed thereto in the prospectus issued by Prosus on 26 August 2019 (available on
Prosus's website at www.prosus.com).
Further to the announcement released on SENS on Wednesday, 11 September 2019, the Election
period to be issued Naspers N Ordinary Shares under the Naspers N Share Capitalisation Issue
(instead of Naspers M Ordinary Shares and, ultimately, Prosus N Ordinary Shares, under the Naspers
M Share Capitalisation Issue) closed at 12:00 (SAST) on Friday, 13 September 2019. Further to the
announcement released by Naspers on SENS today, Prosus is pleased to announce that, as a result
of the outcome of the Elections, Prosus's issued share capital is as follows:
Issued share capital
N Ordinary Shares with a nominal value of five euro cents (EUR 0.05) 1 624 652 070
each
A1 Ordinary Shares with a nominal value of five euro cents (EUR 0.05) 3 511 818
each
Treasury shares
Number of N Ordinary Shares held in treasury by the Company 2 510 574
Further, shareholders are advised that the Prosus A Share Distribution is expected to be implemented
tomorrow, 17 September 2019.
AFM Disclosures made today and tomorrow
Prosus will notify the AFM about its issued share capital, as set out above.
Shareholders holding a substantial shareholding in Prosus will notify the AFM about the shares and
voting rights held by them to reflect the situation as of Tuesday 17 September 2019. The notifications
are as follows:
N Ordinary Shares
Naspers
N Ordinary Shares (direct actual share capital interest) 1 1 202 250 012
N Ordinary Shares (direct actual control)2 1 202 250 012
Nasbel
N Ordinary Shares (indirect actual share capital interest)3 1 202 250 012
N Ordinary Shares (indirect actual control)4 1 202 250 012
Keerom
N Ordinary Shares (indirect actual share capital interest)5 1 202 250 012
N Ordinary Shares (indirect actual control)6 1 202 250 012
__________
(1) This concerns the shares which Naspers has the right to dispose of for its own account and risk
(2) This concerns the votes Naspers can cast as a shareholder.
(3) This concerns shares that are held by a controlled entity of Nasbel, by a third party for the account of Nasbel or its controlled
undertaking, or by a third party with whom Nasbel pursues a joint voting policy.
(4) This concerns the votes that are held by a controlled entity of Nasbel, by a third party for the account of Nasbel or its controlled
undertaking, or by a third party with whom Nasbel pursues a joint voting policy.
(5) This concerns shares that are held by a controlled entity of Keerom, by a third party for the account of Keerom or its controlled
undertaking, or by a third party with whom Keerom pursues a joint voting policy.
(6) This concerns the votes that are held by a controlled entity of Keerom, by a third party for the account of Keerom or its
controlled undertaking, or by a third party with whom Keerom pursues a joint voting policy.
A Ordinary Shares
Nasbel
A Ordinary Shares (direct actual share capital interest) 1 1 726 015
A Ordinary Shares (direct actual control)2 1 726 015
A Ordinary Shares (direct potential control)3 1 726 015 000
Keerom
A Ordinary Shares (direct actual share capital interest) 4 1 081 686
A Ordinary Shares (direct actual control)5 1 081 686
A Ordinary Shares (direct potential control)6 1 081 686 000
Wheatfields
A Ordinary Shares (direct and indirect actual share capital interest)7 657 609
A Ordinary Shares (direct and indirect actual control)8 657 609
A Ordinary Shares (direct and indirect potential control)9 657 609 000
__________
(1) This concerns the shares which Nasbel has the right to dispose of for its own account and risk.
(2) This concerns the votes Nasbel can cast as a shareholder.
(3) This concerns the votes Naspers can cast as a shareholder if the Protection Structure is activated.
(4) This concerns the shares which Keerom has the right to dispose of for its own account and risk.
(5) This concerns the votes Keerom can cast as a shareholder.
(6) This concerns the votes Keerom can cast as a shareholder if the Protection Structure is activated.
(7) This concerns the shares which Wheatfields has the right to dispose of for its own account and risk.
(8) This concerns the votes Wheatfields can cast as a shareholder.
(9) This concerns the votes Wheatfields can cast as a shareholder if the Protection Structure is activated.
On Monday 16 September 2019, Naspers will hold all A Ordinary Shares. Such A Ordinary Shares will
be transferred to the respective shareholders on Tuesday 17 September 2019. The AFM will be notified
accordingly.
The Directors will notify the AFM about the shares and voting rights held by them in Prosus. These
notifications are as follows:
N Ordinary Shares
Director Number of shares Number of votes
Bekker, Jacobus Petrus 4 688 691 (indirect) 4 688 691 (indirect)
Van Dijk, Bob 51 809 51 809
Sgourdos, Vasileios (Basil) 32 483 32 483
Choi, Emilie Monica 0 0
Director Number of shares Number of votes
Du Toit, Hendrik Jacobus 0 0
Enenstein, Craig Lawrence 415 (indirect) 415 (indirect)
Eriksson, Donald Gordon (Don) 0 0
Jafta, Rachel Catharina 0 0
Cornelia
Letele, Francis Lehlohonolo 1 474 1 474
Napo (Nolo)
Meyer, Debra 0 0
Oliveira de Lima, Roberto 0 0
Pacak, Stephan Joseph 376 635 (direct); 37 548 376 635 (direct); 37 548
Zbigniew (Steve) (indirect) (indirect)
Phaswana, Tshamano Mohau 3 530 (indirect) 3 530 (indirect)
Frederik (Fred)
Sorour, Mark Remon 2 145 (direct); 442 (indirect) 2 145 (direct); 442 (indirect)
Stofberg, Jacobus Du Toit 1 83 317 (direct); 291 888 1 83 317 (direct); 291 888
(Cobus) (indirect) (indirect)
Van der Ross, Benedict James 2 550 (direct); 820 (indirect) 2 550 (direct); 820 (indirect)
(Ben)
Options to N Ordinary Shares
Director Number of shares Number of votes
Van Dijk, Bob 922 451 922 451
Sgourdos, Vasileios (Basil) 84 661 84 661
Pacak, Stephan Joseph 254 000 254 000
Zbigniew (Steve)
Sorour, Mark Remon 101 394 101 394
A Ordinary Shares
Director Number of shares Number of votes
Pacak, Stephan Joseph 383 (indirect) 383 (indirect)
Zbigniew (Steve)
Director Number of shares Number of votes
Stofberg, Jacobus Du Toit 639 (indirect) 639 (indirect)
(Cobus)
For additional information in relation to the AFM disclosures, please see the AFM's registers on the
AFM's website (https://www.afm.nl/en/professionals/registers/meldingenregisters).
Hoofddorp, the Netherlands
16 September 2019
JSE Sponsor to Prosus
Investec Bank Limited
South African Legal Adviser (Lead) South African Legal Adviser
Webber Wentzel Glyn Marais Inc.
Dutch and US Legal Adviser Independent Auditors
Allen & Overy LLP PricewaterhouseCoopers Inc.
Lead Financial Advisers Other Financial Advisers
Goldman Sachs International Banca IMI S.p.A.
J.P. Morgan Securities plc Bank of America Merrill Lynch International DAC,
Amsterdam Branch
Morgan Stanley & Co. International plc Barclays Bank PLC
BNP Paribas
Citigroup Global Markets Limited
Deutsche Bank AG, London Branch
ICBC Standard Bank plc
ING Bank N.V.
Dutch and US Legal Adviser to Financial
Advisers
Linklaters LLP
DISCLAIMER
The release, publication or distribution of this announcement in jurisdictions other than the Netherlands
and South Africa may be restricted by law and therefore persons into whose possession this
announcement comes, should inform themselves about, and observe, any applicable restrictions or
requirements. Any failure to comply with such restrictions may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by applicable law, the Company disclaims
any responsibility or liability for the violation of such requirements by any person. Notices for prospective
investors located in, or resident of, certain jurisdictions are set out in the Prospectus. The Prosus N
Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended, (the U.S. Securities Act) or the securities laws of any state of the United States.
This announcement does not constitute an offer or form part of any offer or invitation to purchase,
subscribe for, sell or issue, or a solicitation of any offer to purchase, subscribe for, sell or issue, any
securities including Shares (whether pursuant to this announcement or otherwise) in any jurisdiction,
including an offer to the public or section of the public in any jurisdiction.
This announcement includes forward-looking statements, which are based on current expectations and
projections about future events. Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect the Company's current view with respect to future
events and are subject to risks relating to future events and other risks, uncertainties and assumptions.
The Company expressly disclaims any obligation or undertaking to update, review or revise any forward
looking statement contained in this announcement whether as a result of new information, future
developments or otherwise. You are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date they are made.
Each Financial Adviser, the Euronext Listing and Paying Agent and the JSE Sponsor is acting
exclusively for Naspers and/or Prosus and no one else in connection with the Transaction. None of
them will regard any other person (whether or not a recipient of this announcement, the Prospectus
and/or the Abridged Pre-listing Statement) as their respective client in relation to the Transaction and
will not be responsible to anyone other than the Company and/or Naspers for providing the protections
afforded to their respective clients or for giving advice in relation to, respectively, the Transaction or any
transaction or arrangement referred to herein.
Date: 16/09/2019 12:15:00
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