Prosus N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
AEX and JSE Share Code: PRX ISIN: NL0013654783
(Prosus)

PROSUS ANNOUNCES ITS INTENTION TO ACQUIRE UP TO US$5 BILLION OF PROSUS AND NASPERS SHARES

Prosus today announces its intention to implement:

· an on-market Prosus ordinary share N repurchase programme of up to US$1.37 billion from its free-float shareholders (the Share Repurchase); and

· an on-market Naspers Limited (Naspers) N ordinary share purchase programme of up to US$3.63 billion (the Share Purchase, together with the Share Repurchase, the Proposed Transaction).

Today's announcement marks another step in Prosus's continuing creation of shareholder value and reflects its focus on reducing the current discount of the share price to Prosus's net asset value (NAV) over time. The board of directors of Prosus (the Prosus Board)   is of the view that the Proposed Transaction is a timely investment in the group's strong internet portfolio, which is a sensible use of capital given full market valuations in consumer internet M&A, and the sizeable discount to the group's NAV.

Prosus has a track record of generating good returns by investing across the consumer internet space. The group takes a long-term approach to capital allocation across its operations and investments, and this approach now extends to its asset base - directly and indirectly via its own stock. The Prosus Board believes that the Proposed Transaction will generate value for shareholders.

Prosus intends to launch the Proposed Transaction following the release of its results for the six months ended 30 September 2020, expected to be announced on 23 November 2020.

The Proposed Transaction will be implemented in accordance with, and subject to, applicable law and regulations, as well as the authorities granted by Prosus's and Naspers's shareholders, as applicable.

Prosus intends not to exercise any voting rights attaching to the Naspers N ordinary shares acquired under the Share Purchase.

Shareholders will be updated on further details relating to the implementation of the Proposed Transaction in due course.

Amsterdam, the Netherlands
30 October 2020

JSE sponsor to Prosus
Investec Bank Limited

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, payments and fintech, and food delivery sectors in markets including India, Russia and Brazil. Through its ventures team investments, in areas including Edtech and health, Prosus actively seeks new opportunities to partner with exceptional entrepreneurs who are using technology to address big societal needs. 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, Codecademy, eMAG, Honor, iFood, LazyPay, letgo, Meesho, Movile, OLX, PayU, Red Dot Payment, Remitly, SimilarWeb, SoloLearn, Swiggy, and Udemy. For more information, please visit www.prosus.com .

Disclaimer

This announcement contains information that qualifies, or may qualify, as inside information within the meaning of Article 7(1) of the Market Abuse Regulation (EU) 596/2014.

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 or Naspers that would permit an offering of securities or possession or distribution of a prospectus in any jurisdiction. Any securities mentioned in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended or applicable state or foreign securities laws and may not be offered or sold in the United States absent registration under federal or applicable state securities laws or an applicable exemption from such registration requirements.

The information contained in this announcement may contain forward-looking statements, estimates and projections. Forward-looking statements involve all matters that are not historical and may be identified by the words "anticipate", "believe", "estimate", "expect", "intend", "may", "should", "will", "would" and similar expressions or their negatives, but the absence of these words does not necessarily mean that a statement is not forward-looking. These statements reflect Prosus's intentions, beliefs or current expectations, involve elements of subjective judgement and analysis and are based upon the best judgement of Prosus as of the date of this announcement, but could prove to be wrong.  These statements are subject to change without notice and are based on a number of assumptions and entail known and unknown risks and uncertainties. Therefore, you should not rely on these forward-looking statements as a prediction of actual results. 

Any forward-looking statements are made only as of the date of this announcement and neither Prosus nor any other person gives any undertaking, or is under any obligation, to update these forward-looking statements for events or circumstances that occur subsequent to the date of this announcement or to update or keep current any of the information contained herein, any changes in assumptions or changes in factors affecting these statements and this announcement is not a representation by Prosus or any other person that they will do so, except to the extent required by law.