Prosus N.V. — Proxy Solicitation & Information Statement 2023

Jul 27, 2023

prosus

Chair's letter, notice of meeting and power of attorney

Improving everyday life for billions of people through technology

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prosus

Contents

$\longrightarrow$ 1 CHAIR'S LETTER
$\longrightarrow$ 2 NOTICE OF HYBRID ANNUAL GENERAL MEETING

2 Meeting documents
2 Record date
2 Registration
3 Physical attending and voting
3 Virtual attending and voting
3 Voting by proxy
3 Written questions and information
4 Agenda and explanatory notes

$\longrightarrow$ 11 POWER OF ATTORNEY
$\longrightarrow$ 13 ADMINISTRATION AND CORPORATE INFORMATION

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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, 23 August 2023, at The Warehouse, Generaal Vetterstraat 51-A, 1059 BT Amsterdam, the Netherlands. We will also ensure virtual access to the AGM in a manner consistent with the arrangements for a hybrid meeting. Virtual participation will be subject to our terms and conditions for hybrid general meetings.

At the AGM, we will 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 and will outline the proposed transaction in which the Cross-Holding Arrangement between Naspers and Prosus will be removed (the Proposed Transaction). Some presentations regarding other items on the agenda will follow. Then we will have a full Q&A session on all matters tabled before we vote on the relevant resolutions.

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 generalmeeting@prosus.com.

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, 16 August 2023.

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' 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, 23 August 2023.

Yours sincerely

Koos Bekker
Chair

12 July 2023

PROSUS
Notice of annual general meeting 31 March 2023

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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, 23 August 2023, for the purposes of considering the following business:

1. To discuss the annual report¹.
2. To approve the directors' remuneration report².
3. To adopt the annual accounts for the financial year ended 31 March 2023.
4. To make a distribution in relation to the financial year ended 31 March 2023.
5. To discharge executive directors from liability.
6. To discharge non-executive directors from liability.
7. To approve the remuneration of the non-executive directors.
8. To reappoint the following non-executive directors:
   8.1 Manisha Girotra
   8.2 Rachel Jafta
   8.3 Mark Sorour
   8.4 Ying Xu.
9. To reappoint Deloitte Accountants B.V. as the auditor charged with the auditing of the annual accounts for the year ending 31 March 2025.
10. To consider and to vote on the Proposed Transaction³
    10.1 To approve the Prosus Articles Amendment
    10.2 To designate the board of directors as the company body authorised to issue shares.
11. To designate the board of directors as the company body authorised 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.
15. Closing.

The annual general meeting of Prosus will be held at 14:00 (Central European time) on Wednesday, 23 August 2023, at The Warehouse, Generaal Vetterstraat 51-A, 1059 BT Amsterdam, the Netherlands. We will also ensure virtual access to the annual general meeting in a manner consistent with the arrangements for a hybrid meeting. Virtual participation will be subject to our terms and conditions for hybrid general meetings.

Meeting documents

The agenda, including explanatory notes, and the 2023 annual report, including financial statements, a shareholders' circular with respect to the Proposed Transaction, the proposed amendment to the Articles of Association, for agenda item 4 and the proposed amendment to the Articles of Association, for agenda item 10, 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: generalmeeting@prosus.com or on our website at www.prosus.com/investors/shareholder-centre/shareholder-meetings. These documents can also be obtained digitally from ABN AMRO via www.abnamro.com/evoting or by request to e-mail address ava@nl.abnamro.com.

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, 26 July 2023 (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, 16 August 2023, at 17:30 CET. Not later than Thursday, 17 August 2023 (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

¹ Non-voting item.
² Advisory vote.
³ Combined resolution.

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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' 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, 16 August 2023, 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 13:00 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, 23 August 2023 via www.abnamro.com/evoting from 13:00 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 or attend the meeting physically.

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 JJCA 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 their voting instructions electronically, these may also be given in writing. The proxy form can be found on the Prosus website at www.prosus.com/investors/shareholder-centre/shareholder-meetings. The proxy form must be completed and received by ABN AMRO via email at ava@nl.abnamro.com on Wednesday, 16 August 2023, 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 generalmeeting@prosus.com before 20 August 2023, at 14:00 CET. The relevant questions and answers will be published on the company's website (www.prosus.com/investors/shareholder-centre/shareholder-meetings).

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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 2023.

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 138 to 168. A copy of the remuneration policy, which was approved by shareholders at the annual general meeting in 2022, 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 2023 as included in the Prosus annual report on pages 172 to 333.

4 To make a distribution in relation to the financial year ending 31 March 2023 (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' control.

In accordance with the articles of association, the board proposes that a distribution be made to holders of ordinary shares as follows:

Alternative I

(i) if resolution 10 below is approved, a distribution to: the holders of ordinary shares N of 7 euro cents per share; (ii) the holders of ordinary shares B of 0.000007 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 30.3 of the amended articles of association, in each case in accordance with articles 30.2 through 30.3 of the amended articles of association. Amended articles of association means the articles of association in place following the execution of the deed of amendment to the articles of association put to shareholders in resolution 10 below; and

Alternative II

(ii) if resolution 10 below is not approved, a distribution in the form of a terminal economics distribution (as outlined in the current articles of association) to; (i) the holders of ordinary shares N of 15 euro cents per share; (ii) the holders of

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ordinary shares B of 0.000015 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 30.6 of the current articles of association, in each case in accordance with articles 30.2 through 30.6 of the current articles of association; consequently, the distribution on the ordinary shares N held by Naspers will be capped at Naspers' effective economic interest percentage of the total distribution as outlined in the current articles of association. Current articles of association means the articles of association as they read since 26 September 2022, assuming resolution 10 below is not approved.

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. 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.

Thereto, this proposal to make a distribution in relation to the financial year ending 31 March 2023 consists of two elements, being the distribution of a dividend out of net profit and the distribution of repaid capital. The latter implies a resolution to formally reduce the capital of the company (kapitaalverminderung) to be effectuated after the conclusion of a formal capital reduction process including a two-month opposition period for creditors. To be able to make a distribution in the form of repaid capital, two subsequent changes to the articles of association have to be made by first increasing the nominal value of the

ordinary shares N under alternative I with 7 euro cents or under alternative II with 15 euro cents, depending on the approve, thus increasing the issued share capital of the company at the charge of the share premium reserve and secondly by decreasing the nominal value of the ordinary shares N back to the current nominal value, thus decreasing the issued share capital of the company, which decrease is partly paid to the shareholders who have opted for the repaid capital option. The balance will be added (back) to the share premium reserve of the company. Reference is made to the texts of the proposals to amend the articles of association in English and Dutch, which can be found on the website, for both alternatives I and II above.

Consequently, the proposal consists of three parts under alternative I, should resolution 10 below be approved:

A the proposal to distribute a dividend as set out above;
B the proposal to amend the articles of association of the company by an increase of the nominal value of the ordinary shares N from €0.05 to €0.12, thus increasing the issued share capital of the company at the charge of the share premium reserve; and
C the proposal to decrease the issued share capital of the company and to amend the articles of association of the company by a decrease of the nominal value of the ordinary shares N back from €0.12 to the current nominal value of €0.05, thus decreasing the issued share capital of the company, which decrease is partly paid to the shareholders who have opted (or implicitly opted) for the repaid capital option, and the balance is added to the share premium reserve of the company.

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Consequently, the proposal consists of three parts under alternative II, should resolution 10 below not be approved:

A the proposal to distribute a dividend as set out above;
B the proposal to amend the articles of association of the company by an increase of the nominal value of the ordinary shares N from €0.05 to €0.20, thus increasing the issued share capital of the company at the charge of the share premium reserve; and
C the proposal to decrease the issued share capital of the company and to amend the articles of association of the company by a decrease of the nominal value of the ordinary shares N back from €0.20 to the current nominal value of €0.05, thus decreasing the issued share capital of the company, which decrease is partly paid to the shareholders who have opted (or implicitly opted) for the repaid capital option, and the balance is added to the share premium reserve of the company.

The proposed changes (in English and Dutch) are set out in the proposed amendments 2023 to the articles of association dated 12 July 2023 available at www.prosus.com.

The proposal to amend the articles of association of either alternative includes authorising each member of the board, the company secretary, as well as each (deputy) civil law notary and notarial assistant of Allen & Overy LLP (Amsterdam office), attorneys at law, civil law notaries and tax advisers, each of them separately, to have the two deeds of amendment of the articles of association executed.

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 2023 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 2023 be discharged from liability for the fulfilment of their tasks in the 2023 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 2023 be discharged from liability for the fulfilment of their tasks in the 2023 financial year.

7 To approve the remuneration of the non-executive directors (voting item)
Last year, 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.

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It is proposed to change the remuneration of the non-executive directors for the year ending 31 March 2025 as follows, based on an increase of up to 5% on the remuneration approved at the annual general meeting on 24 August 2022:

| Board | | 31 March 2025^{1}
(total proposed fee payable by Naspers and Prosus) | 31 March 2025^{2}
(proposed amount payable by Prosus) |
| --- | --- | --- | --- |
| Chair^{3} | | 2.5 times member | US$403 812 |
| Member | | US$230 750 | US$161 525 |
| All members: Daily fees when travelling to and attending meetings outside home country | | US$3 500 | US$2 450 |
| Committees | | | |
| Audit committee | Chair | 2.5 times member | US$99 490 |
| | Member | US$56 852 | US$39 796 |
| Risk committee | Chair | 2.5 times member | US$59 095 |
| | Member | US$33 768 | US$23 638 |
| Human resources and remuneration committee | Chair | 2.5 times member | US$69 913 |
| | Member | US$39 950 | US$27 965 |
| Nomination committee | Chair | 2.5 times member | US$37 681 |
| | Member | US$21 532 | US$15 072 |
| Social and ethics and sustainability committee | Chair | 2.5 times member | US$51 717 |
| | Member | US$29 553 | US$20 687 |
| Other | | | |
| Trustee of group share schemes/other personnel funds | | R62 234 | R43 564 |

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 remuneration report on pages 138 to 168 of the annual report sets out details of the shareholders' advisory vote on the remuneration report for FY23 as well as information on stakeholder engagement on remuneration.
3 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.

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8 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 2026.

8.1 Manisha Girotra

Manisha Girotra (53, female) is an independent non-executive director. She is the chief executive officer of Moelis India. She has over 30 years of investment banking experience, with cross-border M&A expertise across a range of industries. Prior to Moelis & Company, she was chief executive officer and country head of UBS AG in India, managing its investment bank, commercial bank, markets, equity research and wealth management divisions. Before that, she was head of North India of Barclays Bank plc. She began her investment banking career at ANZ Grindlays in London. She serves on the boards of Ashok Leyland Limited and Mindspace REIT. She holds a BA (hons) in economics from St Stephen's College, India and a masters in economics from the Delhi School of Economics.

Due to the wealth of experience and industry knowledge specifically related to India and the payments and fintech industry, the board unanimously recommends that she be reappointed.

As at the date of this notice, she does not hold any shares in the capital of the company.

8.2 Rachel Jafta

Rachel Jafta (62, female) is an independent non-executive director. She is a professor in economics at Stellenbosch University. She joined Naspers as a director in 2003 and was appointed a director of Media24 in 2007. She is a member of the South African Economic Society, chair of the Cape Town Carnival Trust, member of the management committee of the Bureau for Economic Research at Stellenbosch University and member of the international advisory board of

Fondação Dom Cabral Business School, Brazil. She was appointed chair of the Media24 board in April 2013 and chairs its nominations committee. She is also a director of Naspers Beleggings (RF) Limited. She holds an MEcon and a PhD from the University of Stellenbosch.

Due to her wealth of experience, combined with her knowledge and experience in the field of economics, the board unanimously recommends that she be reappointed.

As at the date of this notice, she does not hold any shares in the capital of the company.

8.3 Mark Sorour

Mark Sorour (61, male) is a non-independent non-executive director. He joined the Naspers group in 1994, leading business development and corporate finance globally. After assignments in Hong Kong and Amsterdam, he was responsible for all global investment activities as the Naspers group chief investment officer. In March 2018, he retired after over 20 years with the Naspers group but remained on the board as a non-executive director. He is a qualified South African chartered accountant and holds a BCom and DipAcc from the University of KwaZulu-Natal.

Due to his wealth of experience, combined with his investment knowledge, the board unanimously recommends that he be reappointed.

As at the date of this notice, he holds 3 955 ordinary shares N directly and 442 ordinary shares N indirectly.

8.4 Ying Xu

Ying Xu (59, female) is an independent non-executive director. She is the president of Wumei Technology Group (Wumei or Wumart), a technology-driven retailer in China. Deeply engaged in the retail business for 15 years, she has strong insight and knowledge of consumers in China, especially in online and offline retail.

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Prior to joining Wumei, she was vice president of LG (a joint venture) at Tianjin International Trust & Investment. She holds a BA in English from Tianjin University, China and an MBA from Meinders School of Business, Oklahoma City University.

Due to her wealth of experience and industry knowledge in the technology sector, the board unanimously recommends that she be reappointed.

As at the date of this notice, she does not hold any shares in the capital of the company.

Manisha Girotra, Rachel Jafta and Mark Sorour were first appointed to the board of Prosus on 14 August 2019 and reappointed on 18 August 2020 and retire by rotation and, being eligible, offer themselves for re-election as directors of Prosus. Ying Xu was appointed for the first time on 18 August 2020 and retires by rotation, and, being eligible, offers herself for re-election as director of Prosus.

The board unanimously recommends that the re-election of directors in terms of this resolution be approved by shareholders of Prosus.

9 To reappoint Deloitte Accountants B.V. as the auditor charged with the auditing of the annual accounts for the year ending 31 March 2025 (voting item)

To reappoint, on the recommendation of Prosus' audit committee, Deloitte Accountants B.V. as independent registered auditor of Prosus for the financial year ending 31 March 2025.

The board annually reviews the performance of the auditor in June. The board is satisfied with the performance of the external auditor.

10 To consider and to vote on the Proposed Transaction (combined resolution - voting item)

It is proposed to the general meeting to consider and to vote on the Proposed Transaction. Reference is made to the

separate shareholders circular that forms part of the meeting documents for more information. The resolution to approve the Proposed Transaction is a combined resolution covering the following aspects:

(a) To approve the Prosus Articles Amendment; and
(b) To designate the board of directors as the company body authorised to issue shares.

The two aspects of the Proposed Transaction are explained below.

A full question and answers session will be held on all matters tabled for this meeting as part of this agenda item.

10.1 approve the Prosus Articles Amendment

The Proposed Transaction, including the termination of the Cross-Holding Arrangement, requires an amendment to the Articles of Association of the Company to remove reference to and calculations in terms of the Cross-Holding Arrangement. The proposed changes, with explanatory notes thereto, are set out in the Prosus Articles Amendment dated 12 July 2023, available on www.prosus.com (both in Dutch and in English).

It is proposed to amend the articles of association of the company as set out in the Prosus Articles Amendment. The proposal includes authorising each member of the board, the company secretary, as well as each (deputy) civil law notary and notarial assistant of Allen & Overy LLP (Amsterdam office), attorneys-at-law, civil law notaries and tax advisers, each of them individually, to have the deed of amendment of the articles of association executed.

10.2 designate the board of directors as the company body authorised to issue shares

It is proposed that the shareholders designate the board as the company body authorised to resolve to issue shares in the capital of the company up to a maximum of 850 000 000

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ordinary shares N, 2 100 000 ordinary shares A1 and 1 800 000 000 ordinary shares B, and to exclude pre-emptive rights accruing to shareholders in relation to the issue of shares, for a period of 18 months from the date of the AGM for purposes of implementing the Proposed Transaction.

The board unanimously recommends that the Proposed Transaction and elements of this resolution be approved by shareholders of Prosus.

The Proposed Transaction can only be completed in full if the Proposed Transaction is also approved by the general meeting of Naspers, allowing Naspers to participate in the Proposed Transaction. The board reserves the right, in its discretion, to decide not to proceed with the Proposed Transaction. This discretion will include, but not be limited to, the right to amend the timetable for the Proposed Transaction.

The amendment to the articles of association of the company contemplated by agenda item 10.1 and the issuance of shares contemplated by agenda item 10.2 will only be implemented if the board decides to proceed with the Proposed Transaction.

11 To designate the board of directors as the company body authorised to issue shares (voting item)

To designate the board as the company 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 the date following the issuance of shares contemplated by agenda item 10 or as at the date of the AGM should the Proposed Transaction not be implemented, 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 expeditiously, 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 2022 is cancelled.

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 of the date of the AGM. 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 2022 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

12 July 2023

Amsterdam

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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, 23 August 2023.

Individual or company, trust or other association (shareholder)

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 their capacity as shareholder of:

Number of shares		ordinary shares N of €0.05 each
Number of shares		ordinary shares B of €0.05 each
Number of shares		ordinary shares A1 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 principal at the annual general meeting 2023 and to vote in respect of the items on the agenda for the annual general meeting, in the manner set out below:

		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 2023
4	To make a distribution in relation to the financial year ended 31 March 2023
5	To discharge executive directors from liability
6	To discharge non-executive directors from liability
7	To approve the remuneration of the non-executive directors

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Power of attorney continued

		In favour of	Against	Abstain
8	To reappoint the following non-executive directors:	N/A	N/A	N/A
8.1	Manisha Girotra
8.2	Rachel Jafta
8.3	Mark Sorour
8.4	Ying Xu
9	To reappoint Deloitte Accountants B.V. as the auditor charged with the auditing of the annual accounts for the year ending 31 March 2025
10	To consider and to vote on the Proposed Transaction (combined resolution)
10.1	To approve the Prosus Articles Amendment	N/A	N/A	N/A
10.2	To designate the board of directors as the company body authorised to issue shares	N/A	N/A	N/A
11	To designate the board of directors as the company body authorised 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
15	Closing	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 2023

Signature _____ Assisted by (where applicable) _______

Please return, including a copy of your proof of registration, on or before Wednesday, 16 August 2023, at 17:30 (Central European time) to ABN AMRO Bank N.V. via email to ava@nl.abnamro.com.

PROSUS

Notice of annual general meeting 31 March 2023

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Administration and corporate information

Pros N.V.

Incorporated in the Netherlands

(Registration number: 34099856)

(Prosus or the group)

Euronext Amsterdam and

JSE share code: PRX

ISIN: NL 0013654783

Directors

JP Bekker (chair), B van Dijk (chief executive),

S Dubey, HJ du Toit, CL Enenstein, M Girotra,

RCC Jafta, AGZ Kemna, FLN Letele, D Meyer,

R Oliveira de Lima, SJZ Pacak, V Sgourdos,

MR Sorour, JDT Stofberg, Y Xu

Company secretary

L Bagwandeen

Gustav Mahlerplein 5

Symphony Offices

1082 MS Amsterdam

The Netherlands

Registered office

Gustav Mahlerplein 5

Symphony Offices

1082 MS Amsterdam

The Netherlands

Tel: +31 20 299 9777

www.prosus.com

Independent auditor

PricewaterhouseCoopers Accountants N.V.

Thomas R. Malthusstraat 5

1066 JR Amsterdam

The Netherlands

Euronext listing agent

ING Bank N.V.

Bijlmerplein 888

1102 MG Amsterdam

The Netherlands

Euronext paying agent

ABN AMRO Bank N.V.

Corporate broking and issuer services

HQ 7212

Gustav Mahlerlaan 10

1082 PP Amsterdam

The Netherlands

JSE transfer secretary

Computershare Investor Services

Proprietary Limited

Rosebank Towers, 15 Bierman Avenue

Rosebank

Johannesburg 2196

South Africa

Tel: +27 (0)86 110 0933

Cross-border settlement agent

Citibank, N.A. South Africa Branch

145 West Street

Sandown

Johannesburg 2196

South Africa

JSE sponsor

Investec Bank Limited

(Registration number: 1969/004763/06)

PO Box 785700

Sandton 2146

South Africa

Tel: +24 (0)11 286 7326

Fax: +27 (0)11 286 9986

ADR programme

The Bank of New York Mellon maintains a

GlobalBuyDIRECT℠ plan for Pros N.V.

For additional information, please visit

The Bank of New York Mellon's website

at www.globalbuydirect.com or call

Shareholder Relations at 1-888-BNY-ADRS

or 1-800-345-1612 or write to:

The Bank of New York Mellon, Shareholder

Relations Department - GlobalBuyDIRECT℠

Church Street Station, PO Box 11258

New York, NY 10286-1258

USA

Attorneys

Allen & Overy LLP

Apollolaan 15

1077 AB Amsterdam

The Netherlands

Investor relations

Eoin Ryan

InvestorRelations@prosus.com

Tel: +1 347-210-4305

THE OAK TREE GROUP

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Gustav Mahlerplein 5

Symphony Offices

1082 MS Amsterdam

The Netherlands

www.prosus.com