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Prosus N.V. Proxy Solicitation & Information Statement 2022
3879_rns_2022-06-27_ace2ac57-7570-462f-9519-821d181bb744.pdf
Proxy Solicitation & Information Statement
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prosus
Notice of annual general meeting
Chair's letter, notice of annual general meeting and power of attorney
01
Chair's letter
Dear Shareholder
I am pleased to invite you to the annual general meeting (AGM) of Prosus N.V. (the company or Prosus). This will be held at 14:00 (Central European Time) on Wednesday, 24 August 2022, at The Warehouse, Generaal Vetterstraat 51-A, 1059 BT Amsterdam, the Netherlands (which venue may be subject to applicable restrictions on in-person visits). We will, in any event, ensure virtual access to the AGM in a manner consistent with the arrangements for a virtual meeting. Virtual participation will be subject to our terms and conditions for general meetings.
At the AGM, we'll review challenges and opportunities the past year imposed upon or offered to the group. Our chief executive, Bob van Dijk, will update you on the progress of the business. Some presentations regarding other items on the agenda will follow. Then we'll have a full Q&A session on all matters tabled before we vote on the relevant resolutions.
The past financial year marked the retirement of Ben van der Ross as a director of Prosus and our parent company, Naspers Limited (Naspers). Ben has been a director of Naspers for more than 20 years and served on the Prosus and Naspers audit and risk committees until 24 April 2020, following which he served on the Naspers social, ethics and sustainability committee and the Prosus sustainability committee. He played a key role in transforming Naspers, and subsequently Prosus, into one of the larger global consumer internet companies. On behalf of the board, I thank Ben for his immensely valuable contribution to our board.
As announced on 20 December 2021, the board wishes to nominate Mrs Sharmistha Dubey for appointment as a non-executive director of Prosus.
Full explanations of all proposed resolutions are set out in notes to follow. The board believes that all proposals to be put to you at the AGM are in the best interest of Prosus and all its shareholders. Accordingly, the directors unanimously recommend that you vote in favour of the resolutions, as they intend to do themselves in respect of their own shares.
The AGM is an important opportunity for all shareholders to ask questions on the above matters, and on any other topic relevant to our business and these resolutions.
Shareholders attending the AGM are kindly invited to submit questions addressed to the AGM in advance to [email protected]. Alternatively, you may already find the answer to your question on our website at www.prosus.com.
Enclosed with this letter you will find a notice of the AGM being convened, together with an agenda and explanatory notes. Year-end documents are available on our website at www.prosus.com/investors.
If you would like to electronically grant a proxy with voting instructions to Joyce Leemrijse, civil law notary with Allen & Overy LLP in Amsterdam, you are welcome to do so. Please advise no later than 17:30 (CET) on Wednesday, 17 August 2022.
Please refer to the information provided in the notice. All your votes are important to us and I would urge you to cast your vote. For those of you who are registered in Prosus's register of shareholders, we are enclosing a proxy form with voting instructions.
You may also cast your vote electronically in real time during the AGM. Requirements are set out in the notice.
The results of the AGM will be announced at the end of the meeting. Subsequently also via a press release, as well as on the Prosus website at www.prosus.com/news.
Our board looks forward to engaging with you on Wednesday, 24 August 2022.
Yours sincerely
Koos Bekker
Chair
25 June 2022
Notice of hybrid annual general meeting
Notice is hereby given that the hybrid annual general meeting of Prosus N.V. (the Company or Prosus), will be held at 14:00 (Central European time) on Wednesday, 24 August 2022, for the purposes of considering the following business:
- To discuss the annual report¹.
- To approve the directors' remuneration report².
- To adopt the annual accounts for the financial year ended 31 March 2022.
- To make a distribution in relation to the financial year ended 31 March 2022.
- To discharge executive directors from liability.
- To discharge non-executive directors from liability.
- To adopt the remuneration policy of the executive and non-executive directors.
- To appoint Mrs Sharmistha Dubey as a non-executive director.
- To reappoint the following non-executive directors:
- Mr JP Bekker
- Prof D Meyer
- Mr SJZ Pacak
- Mr JDT Stofberg
- To appoint Deloitte Accountants B.V. as the auditor for the financial year ending 31 March 2024.
- To designate the board of directors as the company body to issue shares.
- To authorise the board of directors to resolve that the Company acquires shares in its own capital.
- To reduce the share capital by cancelling own shares.
- Voting results.
- Closing.
The annual general meeting of Prosus will be held at 14:00 (Central European time) on Wednesday, 24 August 2022, at The Warehouse, Generaal Vetterstraat 51-A, 1059 BT 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.
Meeting documents
The agenda, including explanatory notes, and the 2022 annual report, including financial statements as well as the other meeting documents, are available upon request and free of charge at the office of Prosus, Gustav Mahlerplein 5, 1082 MS Amsterdam, email: [email protected] or on our website at www.prosus.com/news/investors-general-meetings. These documents can also be digitally provided via ABN AMRO by email: [email protected].
Record date
In accordance with the statutory provisions, eligible meeting participants and persons entitled to vote at the annual general meeting are those persons who on Wednesday, 27 July 2022 (the Record Date), after processing of all entries and deletions as of that date are recorded in the (sub)registers designated by the board of directors.
Registration
Holders of shares (or their authorised representatives) who wish to attend the annual general meeting must register electronically with ABN AMRO via their intermediaries at which their shares are administered, following the Record Date and no later than Wednesday, 17 August 2022, at 17:30 CET. Not later than Thursday, 18 August 2022 (before 12:00 noon CET) the intermediaries are to provide ABN AMRO via www.abnamro.com/intermediary with an electronic statement that includes the number of shares held on the Record Date by the shareholder concerned and applied for registration. In addition, the intermediaries are requested to include the full address details of the relevant shareholder, as well as their valid email address, securities account and (for virtual access) mobile phone number which are required for authentication purposes in order to provide access. The receipt (of registration) to be supplied by ABN AMRO via the relevant intermediary will serve as admission ticket to the meeting for those attending the meeting in person, or will contain login details for attending the meeting and/or to vote for those attending the meeting virtually.
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.
Physical attending and voting
Registration for admission to the annual general meeting will take place on the day of the annual general meeting from 12:00 CET until the commencement of the annual general meeting at 14:00 CET. After this time registration for admission is no longer possible. Persons entitled to attend the meeting must present a valid admission ticket for the meeting and may be asked for identification prior to being admitted and are therefore requested to carry a valid identity document. Proxy holders must present a copy of their proxy.
Virtual attending and voting
Shareholders can attend and vote at the meeting on all resolutions virtually, therefore online and remotely with their own smartphone, tablet or personal computer, unless the shareholder's intermediary does not accommodate online attending and voting. Upon registration to attend and/or vote virtually, a shareholder will receive an email with a link via www.abnamro.com/evoting to log into the online voting platform. After successful login and confirmation of the login via two-factor authentication (by SMS verification), the shareholder is automatically logged into the meeting. Further instructions may be provided via www.abnamro.com/evoting.
You will be able to log in for virtual admission to the meeting on Wednesday, 24 August 2022 via www.abnamro.com/evoting from 12:00 CET until the commencement of the meeting at 14:00 CET. You must log in and complete the virtual admission procedure for the meeting before 14:00 CET. After this time, registration is no longer possible. Shareholders who log in afterwards will only have access to the webcast to follow the meeting, but will not be able to ask questions and will not be able to vote.
The Prosus policy regarding General Meetings of Shareholders can be found at www.prosus.com (with the meeting documents). Virtual voting entails risks. If you wish to avoid such risks you should choose to give a proxy with voting instructions.
16 Non-voting item.
17 Advisory vote.
03
Notice of hybrid annual general meeting continued
Voting by proxy
Shareholders who are unable to attend the meeting and/or do not wish to vote during the meeting can render a proxy with their voting instructions electronically via www.abnamro.com/evoting. By doing so, voting instructions are given to Ms JCA Leemrijse, civil law notary with Allen & Overy LLP, in Amsterdam, or her deputy, to cast their vote at the annual general meeting. If a shareholder is unable to give his or her voting instructions electronically, these may also be given in writing. The proxy form can be found on the Prosus website at www.prosus.com/news/investors-general-meetings. The proxy form must be completed and received by ABN AMRO on Wednesday, 17 August 2022, at 17:30 CET at the latest.
Written questions and information
Shareholders are encouraged to submit questions prior to the meeting, by sending them to [email protected] before 21 August 2022, at 14:00 CET. The relevant questions and answers will be published on the Company's website (www.prosus.com/news/investors-general-meetings).
Agenda and explanatory notes
1. To discuss the Prosus annual report submitted by the board of directors (non-voting item)
At this agenda item, the chief executive will update you on the progress of the business in the financial year ended 31 March 2022.
A full Q&A session will be held on all matters tabled for this meeting during this agenda item.
2. To approve the directors' remuneration report (advisory vote)
Prosus has drawn up the directors' remuneration report, including an overview of remuneration to individual members of the board in accordance with the statutory requirements.
The directors' remuneration report is put to the general meeting of shareholders for a non-binding advisory vote. It is proposed to approve the directors' remuneration report.
Please refer to the directors' remuneration report that is included in the Prosus annual report on pages 113 to 141. A copy of the remuneration policy, which was approved by shareholders at the annual general meeting in 2021, is available on our website at www.prosus.com.
3. To adopt the annual accounts (voting item)
To consider and adopt the annual accounts for the twelve (12) months ended 31 March 2022 as included in the Prosus annual report on pages 146 to 271.
4. To make a distribution in relation to the financial year ending 31 March 2022 (voting item)
Prosus does not have a defined dividend policy and, as such, there are no restrictions on, or a target range for, the payment of dividends. The board generally considers dividend declarations annually during the month of June when it finalises the annual accounts. The ability and intention of Prosus to declare and pay dividends in the future: (i) will mainly depend on its financial position, results of operations, capital requirements, investment prospects, the existence of distributable reserves and available liquidity and such other factors as the board may deem relevant; and (ii) are subject to numerous assumptions, risks and uncertainties, many of which are beyond Prosus's control.
In accordance with the articles of association, the board proposes that a distribution be made to holders of ordinary shares in the form of a terminal economics distribution (as outlined in the articles of association): (i) the holders of ordinary shares N of 14 euro cents per share; (ii) the holder of ordinary shares B of 0.000014 euro cents per share; and (iii) the holders of ordinary shares A1 an amount per share equal to the outcome of the formula set forth in article 30.4 of the articles of association, in each case in accordance with articles 30.2 through 30.6 of the articles of association; consequently, 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 articles of association.
Holders of ordinary shares N can elect whether they want to receive their distribution in the form of a regular dividend out of net profit, or whether they prefer to receive an equal amount in the form of repaid capital instead (as resolved upon in the General Meeting of 24 August 2021). Holders of ordinary shares N that do not make a choice, participate in the distribution of repaid capital. In addition, a choice for one option implies an opt-out of the other option.
For those holders holding their shares in South Africa via Strate, the proposed distribution as denominated in euro will be translated to South African rand at the exchange rate prevailing on the date of approval at the 2022 annual general meeting.
5. To discharge the executive directors from liability (voting item)
It is proposed that the executive directors in office for the year ended 31 March 2022 be discharged from liability for the fulfilment of their tasks in the 2022 financial year.
6. To discharge the non-executive directors from liability (voting item)
It is proposed that the non-executive directors for the year ended 31 March 2022 be discharged from liability for the fulfilment of their tasks in the 2022 financial year.
04
Notice of hybrid annual general meeting continued
7. To adopt the remuneration policy of the executive and non-executive directors (voting item)
In accordance with Sections 2:135, 2:135a and 2:145(2) of the Dutch Civil Code, the non-executive directors have drawn up a remuneration policy of the executives and non-executives, setting out the combined remuneration for Naspers and Prosus. The remuneration policy is available on Prosus's website at www.prosus.com/investors. The remuneration policy has been approved by the board on recommendation from the human resources and remuneration committee.
The board decided not to increase fees for non-executive directors for the 31 March 2023 financial year, but to seek approval from shareholders to defer their previous decision and apply it to the 31 March 2024 financial year.
The remuneration of the non-executive directors for the year ending 31 March 2024 proposed is as follows, based on an increase of up to 5% on the remuneration approved at the annual general meeting on 24 August 2021:
| | | | 31 March 2024
(total proposed fee payable
by Naspers and Prosus) | 31 March 2024
(proposed amount payable
by Prosus) |
| --- | --- | --- | --- | --- |
| 1 | Chair | | 2.5 times member | US$384 583 |
| 2. | Member | | US$219 762 | US$153 833 |
| | All members: Daily fees when travelling to and
attending meetings outside home country | | US$3 500 | US$2 450 |
| | Committees | | | |
| 3. | Audit committee | Chair | 2.5 times member | US$94 753 |
| 4. | | Member | US$54 144 | US$37 901 |
| 5. | Risk committee | Chair | 2.5 times member | US$56 281 |
| 6. | | Member | US$32 160 | US$22 512 |
| 7. | Human resources and remuneration committee | Chair | 2.5 times member | US$66 584 |
| 8. | | Member | US$38 048 | US$26 633 |
| 9. | Nominations committee | Chair | 2.5 times member | US$35 886 |
| 10. | | Member | US$20 507 | US$14 355 |
| 11. | Sustainability committee | Chair | 2.5 times member | US$49 254 |
| 12. | | Member | US$28 145 | US$19 702 |
| | Other | | | |
| 13. | Trustees of group share schemes/other personnel
funds | | R62 234 | R41 489 |
1 Following the listing of Prosus on Euronext Amsterdam, Prosus non-executive directors serve on the boards of both Naspers Limited and Prosus N.V. As a result of the non-executive directors assuming these dual responsibilities, the proposed fees will be split between Naspers and Prosus, on a 30/70 basis.
2 The chair of Prosus does not receive additional remuneration for attending meetings or being a member of or chairing any committee of the board or serving as a board member of Tencent.
3 The remuneration report on pages 113 to 141 of the annual report sets out details of the shareholders' advisory vote on the remuneration report for FY21 as well as information on stakeholder engagement on remuneration.
8. To appoint Mrs Sharmistha Dubey as a non-executive director (voting item)
In accordance with the articles of association, the board of directors proposes to appoint Sharmistha Dubey as a non-executive director.
Sharmistha Dubey (51) is currently a board member and member of the compensation committee and nominations and governance committee for Fortive Corporation. She is also a board member for Match Group. Sharmista has recently stepped down as CEO and president for Match Group, where she was responsible for overseeing the growth of the portfolio of brands including Tinder, Match, Meetic, OkCupid, Hinge, Pairs, Plenty of Fish, and OurTime. Sharmista holds an undergraduate degree in engineering from the Indian Institute of Technology and a master of science in engineering from Ohio State University, USA (1996).
As at the date of this notice, she holds no shares in Prosus.
Due to the extensive experience that Sharmistha has in executive and non-executive roles in the technology industry and elsewhere, the board unanimously recommends that Sharmistha be appointed as an independent non-executive director, for a period of three years, thus ending at the close of the annual general meeting to be held in 2025.
9. To reappoint the following non-executive directors (voting items)
It is proposed to reappoint the following non-executive directors for a period of three years, thus ending at the close of the annual general meeting to be held in 2025.
a. Mr JP Bekker
Koos Bekker (69) is non-executive chair of the board. He led the founding team of M-Net/MultiChoice pay-TV and later its international expansion. He was a founder of MTN, the African mobile telecoms group. From 1997, as chief executive of Naspers, he headed the group's transition to the internet. He holds a BAHons and honorary doctorate in commerce from Stellenbosch University, an LLB from the University of the Witwatersrand and an MBA from Columbia University, New York. Koos and his wife Karen created the estates Babylonstoren in the Cape and The Newt in Somerset in the UK. Due to the wealth of experience and industry knowledge, the board unanimously recommends that he be reappointed.
As at the date of this notice, he indirectly holds 11 513 809 ordinary shares N.
Notice of hybrid annual general meeting continued
b. Prof D Meyer
Debra Meyer (55) is an independent non-executive director. She is a professor of biochemistry and executive dean of the faculty of science at the University of Johannesburg. She has completed modules in media strategy and academic leadership at Harvard University and the Gordon Institute of Business Science, University of Pretoria and regularly contributes to several newspapers and magazines. She serves as a trustee or board member for a number of organisations. She is also a director of Naspers Beleggings (RF) Limited. She holds an MSc in biochemistry from the University of Johannesburg and a PhD in biochemistry and molecular biology from the University of California, Davis, which she attended as a Fulbright scholar. Due to her wealth of experience and her scientific background, the board unanimously recommends that she be reappointed.
As at the date of this notice, she holds no shares in Prosus.
c. Mr SJZ Pacak
Steve Pacak (67) is an independent non-executive director. He began his career with Naspers at M-Net in 1988 and has held various executive positions in the Naspers group. He was appointed an executive director of Naspers in 1998 and non-executive director in January 2015. He retired as Naspers's financial director in June 2014 and remained on the Naspers board as non-executive director. He is a qualified South African chartered accountant and holds a BAcc from the University of the Witwatersrand. Due to the wealth of experience that he has, combined with his financial knowledge, the board unanimously recommends that he be reappointed.
As at the date of this notice, he directly and indirectly holds a total of 1 207 997 ordinary shares N and indirectly holds 486 ordinary shares A1.
d. JDT Stofberg
Cobus Stofberg (71) is an independent non-executive director. He was a member of the founding team of the M-Net/MultiChoice pay-television business in 1985. He served as chief executive officer of the group from 1997 to 2011 and has been instrumental in the expansion of the Naspers group. Prior to joining M-Net, he was a partner at Coopers & Lybrand (now PricewaterhouseCoopers Inc.). He is a qualified South African chartered accountant and holds a BComLaw and LLB from Stellenbosch University and BComptHons from the University of South Africa. Due to the wealth of experience that he has, combined with his financial knowledge, the board unanimously recommends that he be reappointed.
As at the date of this notice, he directly and indirectly holds a total of 557 854 ordinary shares N and indirectly holds 810 ordinary shares A1.
The above directors were first appointed to the board of Prosus on 14 August 2019 and retire by rotation and, being eligible, offer themselves for re-election as directors of Prosus.
The board unanimously recommends that the re-election of directors in terms of this resolution be approved by shareholders of Prosus.
- To appoint Deloitte Accountants B.V. as the auditor charged with the auditing of the annual accounts for the year ending 31 March 2024 (voting item)
It is proposed to appoint Deloitte Accountants B.V. as the company's new auditor starting 1 April 2023 for the year ending 31 March 2024. This proposal was announced in June 2021, following an extensive tender process under leadership of the audit committee.
At the start of the tender process, Prosus defined a number of selection criteria, including: the proposed audit team, the organisation of the audit team, the technical consultation process, the audit approach, fee structure, flexibility and ability to respond to a changing environment, the transition plan, reputation and credentials and ability to mobilise relevant expertise and resources. The tender process included site visits to the most important markets and workshops with the group functions and business groups, which provided the opportunity to evaluate who the next auditor should be. These impressions, together with a comparison of the written tender offers, followed by presentations to the executive directors, senior management and members of the audit committee, led to a decision of the board to propose and recommend the appointment of Deloitte Accountants B.V. to the shareholders. The decisive factors to recommend Deloitte Accountants B.V. were the consistent strong performance of the proposed team, the best perceived integrated audit approach and competitive fee proposal.
KPMG was the other audit firm on the shortlist. At the end, Deloitte Accountants B.V. was chosen based on them meeting most of the selection criteria, the quality of the presentation they made to various levels within the Company and their detailed proposal.
Prosus's current auditor, PricewaterhouseCoopers Accountants N.V., will remain in function until the conclusion of the audit for the 2023 financial year.
- To designate the board of directors as the Company body to issue shares (voting item)
To designate the board as the corporate body authorised to resolve on the issue of shares in the capital of Prosus and the granting of rights to subscribe for shares, up to 10% of the issued capital in aggregate as per the date of the annual general meeting, with the power to the board to decide which class(es) of shares is/are issued and to restrict or exclude pre-emptive rights accruing to shareholders in relation to the issue of shares or rights to subscribe for shares, for a period of eighteen (18) months from the date of the annual general meeting for general purposes. This authority will allow the board to be flexible and react expediently, if and when deemed appropriate, including in situations in which the capital position of Prosus is at stake.
Upon adoption of this resolution, the current designation of the board given on 24 August 2021 is cancelled.
06
Notice of hybrid annual general meeting continued
12. To authorise the board of directors to resolve that the Company acquires shares in its own capital (voting item)
It is proposed that the shareholders authorise the board, for a period of eighteen (18) months from the date of the annual general meeting, as the competent body of the Company to acquire fully paid-up shares in its own capital, up to a maximum of 50% of the total issued share capital as per the date of the annual general meeting. The repurchase can take place for a price, excluding expenses, not lower than the nominal value of the shares and not higher than the opening price on Euronext Amsterdam on the trading day of the repurchase or the agreement to acquire the shares is entered into plus 10%.
Upon adoption of the resolution, the current authorisation to the board given on 24 August 2021 lapses.
13. To reduce the share capital by cancelling own shares (voting item)
It is proposed to cancel any or all shares in the share capital of the Company held or repurchased by the Company under the authorisation adopted under agenda item 12 or otherwise to the extent that such shares are not used to cover obligations under employee equity option plans. This cancellation may be executed in one or more tranches. The number and class of ordinary shares that will be cancelled (whether or not in a tranche) will be determined by the board. Pursuant to the relevant statutory provisions, cancellation will only be effected after the resolution of the board determining the number and class of shares has been adopted and publicly announced, and following the statutory capital reduction process taking into account a mandatory two-month opposition period for creditors.
By order of the board
Lynelle Bagwandeen
Company secretary
25 June 2022
Amsterdam
07
Power of attorney
Prosus N.V.
Incorporated in the Netherlands
Registration number: 34099856
Euronext Amsterdam and JSE share code: PRX
ISIN: NL0013654783
(the Company or Prosus)
Annual general meeting of shareholders
Annual general meeting of shareholders of the Company to be held at The Warehouse, Generaal Vetterstraat 51-A, 1059 BT Amsterdam, the Netherlands at 14:00 (Central European time) on Wednesday, 24 August 2022.
| Individual | |
|---|---|
| Name | |
| Address | |
| Country and postal code | |
| Representative of a company, trust or other association | |
| Name of representative | |
| Function of representative | |
| Hereinafter referred to as the principal, acting in his capacity as shareholder of: | |
| Number of shares: | ordinary shares N of €0.05 each |
| Number of shares: | ordinary shares A1 of €0.05 each |
| Number of shares: | ordinary shares B of €0.05 each |
| in Prosus N.V., hereby grants a power of attorney to: | |
| Notary in Amsterdam | Joyce Leemrijse, civil law notary in Amsterdam or her deputy (with the right of substitution) |
The undersigned,
to represent the principle at the annual general meeting 2022 and to vote in respect of the items on the agenda for the annual general meeting, in the manner set out overleaf:
| In favour of | Against | Abstain | ||
|---|---|---|---|---|
| Ordinary resolutions | ||||
| 1. | To discuss the annual report | N/A | N/A | N/A |
| 2. | To approve the directors' remuneration report | |||
| 3. | To adopt the annual accounts for the financial year ended 31 March 2022 | |||
| 4. | To make a distribution in relation to the financial year ended 31 March 2022 | |||
| 5. | To discharge the executive directors from liability | |||
| 6. | To discharge the non-executive directors from liability | |||
| 7. | To adopt the remuneration policy of the executive and non-executive directors | |||
| 8. | To appoint Mrs Sharmistha Dubey as a non-executive director | |||
| 9. | To reappoint the following non-executive directors: | N/A | N/A | N/A |
| 9.1 | Mr JP Bekker | |||
| 9.2 | Prof D Meyer | |||
| 9.3 | Mr SJZ Pacak | |||
| 9.4 | Mr JDT Stofberg |
Power of attorney continued
| In favour of | Against | Abstain | |
|---|---|---|---|
| 10. To appoint Deloitte Accountants B.V. as the auditor charged with the auditing of the annual accounts for the year ending 31 March 2024 | |||
| 11. To designate the board of directors as the Company body to issue shares | |||
| 12. To authorise the board of directors to resolve that the Company acquires shares in its own capital | |||
| 13. To reduce the share capital by cancelling own shares | |||
| 14. Voting results | N/A | N/A | N/A |
and, generally, to act as my/our proxy at the said annual general meeting (tick whichever is applicable. If no indication is given, civil law notary Joyce Leemrijse will vote in favour of all resolutions).
Signed at ... on this ... day of 2022
Signature ... Assisted by (where applicable) ...
Please return, including a copy of your proof of registration, on or before Wednesday, 17 August 2022 at 17:30 (Central European time) to ABN AMRO Bank N.V., Corporate Broking, PO Box 283 (HQ7050), 1000 EA Amsterdam, the Netherlands or via email to [email protected].
prosus
Gustav Mahlerplein 5
Symphony Offices
1082 MS Amsterdam
The Netherlands
www.prosus.com