Naspers : Completion of the accelerated offering of Tencent shares by Prosus N.V. and lifting of cautionary warning

Completion of the accelerated offering of Tencent shares by Prosus N.V. and lifting of cautionary warning

Prosus N.V. (Prosus), which is majority owned by Naspers, today announced that it has completed its accelerated offering, through its subsidiary MIH TC Holdings Limited, of 191,890,000 shares in Tencent Holdings Limited (Tencent). The sale reduced its stake in Tencent from approximately 30,9% to 28,9% (the Transaction), yielding US$14.6bn. Prosus intends to use the proceeds of the sale to increase its financial flexibility to invest in growth, plus for general corporate purposes.

Prosus also announced its commitment not to sell any further Tencent shares for at least the next three years.

Shareholders are referred to the cautionary announcement dated 7 April 2021. As further details of the Transaction have now been released, shareholders no longer need to exercise caution when dealing in Naspers securities by reason of the Transaction.

April 8, 2021

For more information contact:

Investor Enquiries

Eoin Ryan, Head of Investor Relations [phone]

Media Enquiries

Shamiela Letsoalo, Media Relations Director SA [phone]

Disclaimer:

This announcement is for information purposes only. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in any jurisdiction, including the United States, Canada, Japan or any other jurisdiction in which offers or solicitations to purchase or subscribe for securities would be prohibited by applicable law.

The securities mentioned in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'). The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act. There is no intention to make a public offering of the securities mentioned in this announcement in the United States.

This announcement does not constitute or form a part of an offer to the public for the sale of, or subscription for, or an invitation, advertisement or the solicitation of an offer to buy and/or subscribe for, securities as defined in and/or contemplated by the South African Companies Act, No. 71 of 2008 ('South African Companies Act'). Accordingly, this announcement does not, nor does it intend to, constitute a 'registered prospectus,' as contemplated by the South African Companies Act and no prospectus has been or will be filed with the South African Companies and Intellectual Property Commission in respect of this announcement.

In the European Economic Area (the 'EEA'), this announcement is only addressed to and directed at persons in member states of the EEA who are 'qualified investors' ('Qualified Investors') within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) (the 'EU Prospectus Regulation'). In the United Kingdom, this announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2(e) of the EU Prospectus Regulation, which forms part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018, who are also: (i) persons having professional experience in matters relating to investments who fall within the definition of 'investment professionals' in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order'); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons being 'Relevant Persons'). This announcement must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the EEA by persons who are not Qualified Investors. Any investment activity to which this announcement relates (i) in the United Kingdom is available only to, and may be engaged in only with, Relevant Persons and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors. Persons who are not Qualified Persons or Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it.