Clarificatory statement re dividend

PROSUS N.V.

(Incorporated in the Netherlands)

(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)

ISIN: NL0013654783

Euronext Amsterdam and JSE Share code: PRX

("Prosus" or the "Company")

CLARIFICATION REGARDING THE PROCESSING OF DIVIDENDS IN SOUTH AFRICA

Further to the announcements on 24 August 2021 and 20 October 2021, shareholders holding their ordinary shares N on the South African register will receive a distribution of ZAR247,7811 cents per ordinary share N. Holders of ordinary shares A1 will receive a dividend of ZAR 21.18794 cents per ordinary share A1.

Shareholders electing to receive a dividend will receive a dividend declared from retained earnings. Dividends will be subject to Dutch dividend withholding tax at a rate of 15% yielding a net dividend of ZAR210.61394 cents per ordinary share N and ZAR18.00975 cents per ordinary share A1 to those shareholders not entitled to an exemption or relief from Dutch dividend tax.

In addition to the Dutch dividend tax, dividends paid in respect of ordinary N shares on the South African register will also be subject to South African dividend tax at a rate of up to 20% in relation to shareholders not entitled to an exemption from South African dividend tax. 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 dividend withholdings tax lawfully payable in respect of the dividend (without any right of recovery) i.e. the amount of Dutch dividend tax due after taking into account any applicable exemptions or tax treaty relief that may reduce the Dutch dividend tax payable. Those shareholders, unless exempt from paying Dutch and South African dividend tax, or entitled to a reduced Dutch dividend withholding tax rate in terms of an applicable tax treaty, will be subject to a maximum of 20% aggregate dividend tax.

South African corporates who own 5% or more of the shares in Prosus may qualify for a Dutch domestic exemption from Dutch dividend withholding tax. Those shareholders who qualify for domestic relief have until 8 December 2021 to provide evidence to ABN Amro that their dividend qualifies for domestic relief from Dutch dividend withholding tax.

The treaty between South Africa and the Netherlands notes that the Dutch dividend withholding tax may get reduced from 15% to 10%. This reduction applies equally to corporates holding less than 10% of the capital of Prosus, individuals and other persons who qualify as residents of South Africa for treaty purposes. If shareholders, or their tax advisors, conclude that they are entitled to benefits arising from the tax treaty, such shareholders should follow the process prescribed by the tax treaty to claim relief.

Please note that no Dutch dividend withholding tax will be withheld on repayments of share capital. There will also be no South African dividend tax on repayments of share capital.

Amsterdam, the Netherlands

22 October 2021

JSE sponsor to Prosus:

Investec Bank Limited

Euronext listing agent

ING Bank N.V.

Euronext paying agent

ABN AMRO Bank N.V.

Enquiries 

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, Russia and Brazil. Through its ventures team, Prosus invests in areas including health, logistics, blockchain, and social commerce. Prosus actively seeks new opportunities to partner with exceptional entrepreneurs who are using technology to improve people's everyday 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, DeHaat, dott, ElasticRun, eMAG, Eruditus, Honor, iFood, Klar, LazyPay, letgo, Meesho, Movile, OLX, PayU, Quick Ride, Red Dot Payment, Remitly, Republic, SimilarWeb, Shipper, Skillsoft, SoloLearn, Swiggy, and Udemy.

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 (www.tencent.com), Mail.ru (www.corp.mail.ru), Trip.com Group Limited (www.trip.com), and DeliveryHero (www.deliveryhero.com).

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). Prosus is majority owned by Naspers. For more information, please visit www.prosus.com.