Naspers’s Subsidiary Prosus to Acquire US$5 Billion in Naspers and Prosus Shares

Shareholders are advised that the board of Prosus N.V. (Prosus) (Euronext Amsterdam: PRX; JSE: PRX) today announced its intention to acquire up to US$5 billion in total of Naspers and Prosus shares. This is a further step to crystalise value for shareholders. It follows earlier actions such as the unbundling of MultiChoice Group and the listing of Prosus on Euronext Amsterdam last year. The purchase of Naspers and Prosus shares also represents a meaningful investment in the group’s strong internet portfolio. It is regarded as a good use of capital, given full market valuations evident in consumer internet M&A and the group’s sizeable consolidated discount to net-asset-value (NAV).

Bob van Dijk, Chief Executive Officer of Prosus and Naspers, said:

"We have found several large M&A opportunities in our sector to be fully priced and have stayed disciplined. Utilising cash to own more of our current portfolio through a purchase of our own shares - when the discount to NAV is sizeable - is a sensible use of capital.”

Basil Sgourdos, Chief Financial Officer of Prosus and Naspers, said:

"Over the years, our group has achieved improved financial flexibility. It has built a portfolio of ecommerce assets with significant cash-flow generating capabilities. The group is now in a position to both invest in its asset portfolio, and to purchase its own stock when it makes sense from a returns perspective.

"Management and the Naspers and Prosus boards are committed to delivering long-term returns for shareholders. We will also continue working on a series of initiatives to further address the consolidated discount to net asset value.”

Transaction Structure

In total, up to US$5 billion in shares in Naspers and Prosus will be purchased on the open market on a pro-rata (72.5%/27.5%) basis in line with the economic stakes of both companies in the Prosus/Naspers asset base.

These purchases will be funded from cash resources. Prosus intends not to vote the Naspers shares acquired. It is expected that the Naspers shares acquired will be held in treasury and will thus be excluded from Naspers per share financial metrics.

Prosus intends to launch the purchase following the release of its results for the six-months ended 30 September 2020. This is expected on 23 November 2020. The purchases and programmes will be implemented opportunistically and in such manner as can be comfortably executed in the market.

Disclaimer

No offering is being made to any person in any jurisdiction. This document may not be used for, or in connection with, and does not constitute, or form part of, an offer by, or invitation by or on behalf of, Prosus, Naspers or any representative of Prosus or Naspers, to purchase any securities or an offer to sell or issue, or the solicitation to buy securities by any person in any jurisdiction. No action has been or will be taken in any jurisdiction by Prosus that would permit an offering of Prosus ordinary shares N or possession or distribution of a prospectus in any jurisdiction.

The Prosus ordinary shares N proposed to be issued in connection with the Prosus distribution have not been and will not be registered under the U.S. Securities Act of 1933, as amended.

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 a secondary listing on the Johannesburg Stock Exchange (XJSE:PRX), and is majority owned by Naspers.

For more information, please visit www.prosus.com.

About Naspers

Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the largest technology investors in the world. Through Prosus, the group operates and invests globally in markets with long-term growth potential, building leading consumer internet companies that empower people and enrich communities. Prosus has its primary listing on Euronext Amsterdam and a secondary listing on the Johannesburg Stock Exchange and Naspers is the majority owner of Prosus.

In South Africa, Naspers is one of the foremost investors in the technology sector and is committed to building its internet and ecommerce companies in the country. These include Takealot, Mr D Food, Superbalist, OLX, Autotrader, Property24 and PayU, in addition to Media24, South Africa’s leading print and digital media business.

Naspers is also focused on stimulating South Africa’s local tech sector through Naspers Foundry. This is a R1.4 billion investment targeting early stage technology companies in South Africa that seek to address big societal needs. To help address youth unemployment in impoverished communities, in 2019, Naspers launched Naspers Labs, a social impact programme for young, unemployed South Africans aged between 17 and 25. Located in low income, urban settings, Naspers Labs provide a structured development journey enabling young people to enter the economy.

Naspers has a primary listing on the Johannesburg Stock Exchange (NPN.SJ) and a secondary listing on the A2X Exchange (NPN.AJ) in South Africa, and has an ADR listing on the London Stock Exchange (LSE: NPSN).

For more information, please visit www.naspers.com.

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