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Distribution of annual report 2022 and notice of hybrid annual general meeting and cash dividend
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 2022, NOTICE OF HYBRID ANNUAL
GENERAL MEETING AND CASH DIVIDEND DECLARATION
Distribution of annual report 2022 and notice of hybrid annual general meeting
Shareholders are advised that the company’s annual report (including consolidated annual
financial statements) for the year ended 31 March 2022 will be available on the company’s
website, www.prosus.com, this morning, Monday, 27 June 2022.
Notice is hereby given that the annual general meeting of the company will be held at 14:00
(Central European time) on Wednesday, 24 August 2022, at the offices of ABN AMRO Bank
N.V., Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands (that may be subject
to applicable restrictions on in-person visits). We 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 our terms and conditions for general
meetings.
Shareholders can attend and vote at the meeting on all resolutions virtually via the internet
at www.abnamro.com/evoting and if they wish, vote in real time online.
Holders of shares registered in Prosus’s shareholders register (or their authorised
representatives) who wish to attend the annual general meeting and/or to vote must apply
via www.abnamro.com/evoting not later than Wednesday, 17 August 2022, at 17:30 CET.
The notice of the hybrid annual general meeting, including the agenda with explanatory
notes, together with the power of attorney and electronic participation form, will also be
available on the company’s website at www.prosus.com/news/investors-general-
meetings. 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 Wednesday,
27 July 2022.
Dividend /Capital declaration
Further to the company’s summarised consolidated financial statements for the year ended
31 March 2022 released today, Monday, 27 June 2022, shareholders are advised that the
company’s board of directors 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.
Holders of ordinary shares B will receive 0.000014 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.
Holders of ordinary shares N as at 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. If confirmed by shareholders at the
Prosus annual general meeting on 24 August 2022, elections to receive a dividend instead
of a capital repayment will need to be made by holders of ordinary shares N by 19
September 2022. Capital repayments and dividends will be payable to shareholders
recorded in the books on the Dividend Record Date and paid on 27 September 2022.
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 25 June 2022 was 2 003 817 745 ordinary shares N and
4 456 650 ordinary shares A1, and 1 128 507 756 ordinary shares B.
The summarised consolidated financial statements for the year ended 31 March 2022,
dividend declaration and details of the publication of the annual report was released on
SENS today, Monday, 27 June 2022, copies of which are available on the website
www.prosus.com.
AMSTERDAM, THE NETHERLANDS
27 June 2022
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 Enquires +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, 2
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, Domofond.ru, 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.
Date: 27-06-2022 08:30:00
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