Naspers : Prosus posts circular and notice of Extraordinary General Meeting (EGM)

Prosus posts circular and notice of Extraordinary General Meeting (EGM) for voluntary share exchange offer to Naspers shareholders

Prosus N.V. (Prosus), which is majority owned by Naspers, today published a circular convening the EGM for shareholders to vote on its proposedvoluntary share exchange offer to Naspers shareholders. Under the offer, Naspers shareholders will be invited to tender their existing Naspers N Ordinary Shares for newly issued Prosus Ordinary Shares N.

The circular provides further details on the proposed transaction. An EGM notice is included with the circular, which Prosus shareholders will need to consider.

For full details about the proposed transaction, and to view the EGM circular and notice, please visit the transaction micrositewww.share-exchange-offer.com.

This communication is for information purposes only and is not an offer to sell or the solicitation of an offer to buy securities, and neither this communication nor anything herein nor any copy thereof may be taken into or distributed, directly or indirectly, in or into any jurisdiction in which to do so would be prohibited by applicable law.

There will be no public offer of any securities in the United States. The securities referred to in this communication have not been and will not be registered under theU.S. Securities Act of 1933, as amended (the 'Securities Act'), and will not be offered or sold, directly or indirectly, in or into the United States or to, or for the account or benefit of, any 'U.S. person' as defined in Regulation S under the Securities Act except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.