PROSUS N.V - Distribution of Annual Report 2021, Notice of Annual General Meeting and Cash Dividend Declaration

Distribution of Annual Report 2021, Notice of Annual General Meeting and Cash Dividend Declaration

PROSUS N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
ISIN: NL0013654783
Euronext Amsterdam and JSE share code: PRX
(“the company”)


DISTRIBUTION OF ANNUAL REPORT 2021, NOTICE OF ANNUAL GENERAL
MEETING AND CASH DIVIDEND DECLARATION


Distribution of annual report 2021 and notice of annual general meeting

Shareholders are advised that the company’s annual report (including consolidated annual
financial statements) for the year ended 31 March 2021 will be posted on the company’s
website, www.prosus.com, this morning, Monday, 21 June 2021.

Notice is hereby given that the annual general meeting of the company will be held at
14:00 (Central European time) on Tuesday, 24 August 2021. In accordance with the
Temporary Act Covid-19 Justice and Safety, shareholders can only attend the meeting
virtually via the internet at www.abnamro.com/evoting and if they wish, vote in real time
online.

The notice of the annual general meeting, including the agenda with explanatory notes
and the verbatim text of the proposed amendments to the articles of association, together
with the power of attorney and electronic participation form, will also be available on the
company’s website, www.prosus.com, this morning. The company’s remuneration report
and the proposed remuneration policy are included in the annual report.

The record date in order to be eligible to vote at the annual general meeting is Tuesday,
27 July 2021.

Dividend /Capital declaration
(All figures in euro cents unless stated otherwise.)

Further to the company’s summarised consolidated financial statements for the year ended
31 March 2021 released today, Monday, 21 June 2021, shareholders are advised that the
company’s board of directors (“the board”) recommends that a distribution is made to the
Prosus shareholders, in the form of a capital repayment, of 14 euro cents per ordinary
share N. If the exchange offer transaction announced by Prosus on 12 May 2021 is
implemented and settlement takes place, the distribution on the ordinary shares N held
by Naspers will be capped at Naspers’s effective economic interest percentage of the total
distribution as outlined in the amended articles of association. Simultaneously to the
distribution of the ordinary shares N, a distribution will be made on the ordinary shares
A1, and, if the exchange offer is implemented and settled, the ordinary shares B, in each
case in accordance with the distribution rights attached to such shares under the articles
of association.

Holders of ordinary shares N as at 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. If confirmed by shareholders at the Prosus annual general
meeting on 24 August 2021, elections to receive a dividend instead of a capital repayment
will need to be made by holders of ordinary shares N by 15 November 2021. Capital
repayments and dividends will be payable to shareholders recorded in the books on the
Dividend Record Date and paid on 24 November 2021. Capital repayments will be paid                                                                                         
from share capital for Dutch tax purposes. No dividend tax will be withheld on the amounts
of capital reductions paid to shareholders. Holders of ordinary shares N electing to receive
a dividend will receive a dividend declared from retained earnings.

Dividends will be subject to the Dutch dividend tax rate of 15%. Dividends payable to
holders of ordinary shares N who elect to receive a dividend and who hold their ordinary
share N through the listing of the company on the JSE will, in addition to the 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 payable will be calculated by deducting
from the 20% South African dividend tax otherwise due, a rebate equal to the Dutch
dividends 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 be subject to a maximum of 20% total
dividend tax. Holders of ordinary shares N that do not elect for a dividend will automatically
receive a capital repayment which will not be subject to Dutch and South African dividend
tax.

The issued share capital as at 19 June 2021 was 1 612 777 577 ordinary shares N
(excluding 11 874 493 ordinary shares N held by the company as treasury shares) and 3
511 818 ordinary shares A1.

The summarised consolidated financial statements for the year ended 31 March 2021,
dividend declaration and details of the publication of the annual report was released on
SENS today, Monday, 21 June 2021, copies of which are available on the website
www.prosus.com.



AMSTERDAM, THE NETHERLANDS
21 June 2021

Euronext listing agent
ING Bank N.V.

Euronext paying agent
ABN AMRO 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 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, and payments
and fintech sectors in markets including India, Russia and Brazil. Through its ventures team, Prosus invests in                                                                                                             
areas including edtech and health, Prosus actively seeks new opportunities to partner with exceptional
entrepreneurs who are using technology to improve people’s daily 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, dott, ElasticRun, eMAG, Eruditus,
Honor, iFood, Klar, LazyPay, letgo, Meesho, Movile, OLX, PayU, Red Dot Payment, Remitly, SimilarWeb, Shipper,
Skillsoft, SoloLearn, Swiggy, and Udemy.

Hundreds of millions of people have made the platforms of its associates a part of their daily lives. For listed
companies where we have an interest, please see: Tencent (www.tencent.com; SEHK:00700), Mail.ru
(www.corp.mail.ru; LSE:MAIL), Trip.com Group Limited (“Trip.com”) (NASDAQ:TCOM), and DeliveryHero
(www.deliveryhero.com; Xetra:DHER).

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), and is majority owned by Naspers.

For more information, please visit www.prosus.com




                                                                                                              

Date: 21-06-2021 08:00:00
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