Non-deal Roadshow

Fixed Income Investor

Update

November 2021

Disclaimer (1/2)

THIS PRESENTATION IS NOT AN OFFER OR AN INVITATION TO BUY OR SELL SECURITIES IN ANY JURISDICTION WHERE SUCH OFFER OR INVITATION TO BUY OR SELL SECURITIES WOULD BE PROHIBITED

This presentation has been prepared by Prosus N.V. (the "Company"), a subsidiary of Naspers Limited ("Naspers"), solely for informational purposes. By attending a meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following limitations. By attending any presentation in which this document is made available or by receiving this document through any other means, you represent that you are able to receive this document without contravention of any legal or regulatory restrictions applicable to you and will not use this information in relation to any investment decisions (if any). This document is given in conjunction with an oral presentation and should not be taken out of context (together, the "Information").

The Information contained in this presentation is provided as of the date of this presentation and is subject to change without notice. The Information contained in this presentation may be updated, completed, revised and amended and such information may change materially in the future. The Company is under no obligation to update or keep current the Information contained in this presentation. The Information contained in this presentation has not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the Information or the opinions contained herein. Neither the Company nor any of its respective affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with the presentation.

The purpose of the Information is to provide an overview of the Company. The Information does not purport to be full or complete. No reliance may be placed for any purpose on the Information or its accuracy, fairness or completeness. The Information does not constitute or form part of any advertisement or marketing material, any offer or invitation to sell or issue, any offer or inducement or invitation or commitment to purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, any securities of Naspers or the Company or securities in any other entity, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. The Information contained herein is indicative and does not purport to contain the information that would be required to evaluate Naspers or the Company, each of their financial position and/or any investment decision. This document is not intended to provide, and should not be relied upon for, accounting, legal or tax advice nor does it constitute a recommendation regarding any transaction. Further, neither the Company nor Naspers is a registered financial adviser licensed as such in any jurisdiction.

This presentation contains certain "forward-looking statements" within the meaning of U.S. securities laws. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control and all of which are based on our current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "aim", "annualized", "anticipate", "assume", "believe", "continue", "could", "estimate", "expect", "forecast", "goal", "hope", "intend", "likely", "may", "objective", "plan", "position", "potential", "predict", "project", "risk", "seek", "should", "target", "will" or "would" or the highlights or the negatives thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this presentation and include statements that reflect the Company's intentions, beliefs or current expectations and projections about the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which it operates. These forward-looking statements and other statements contained in this presentation regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Forward- looking statements in this presentation speak only as of the date of this presentation. Except as required by applicable laws and regulations, each of the Company, Naspers and their agents, employees and advisers expressly disclaims any obligation or undertaking to update or revise the forward-looking statements contained in this presentation to reflect any change in expectations or any change in events, conditions or circumstances on which such statements are based.

To the extent available, the industry, market and competitive position data contained in the Information come from official or third party sources. Third-party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company reasonably believes that each of these publications, studies and surveys has been prepared by a reputable party, neither the Company, nor any of its subsidiary undertakings or affiliates, or their respective directors, officers, employees, advisers or agents have independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in the Information come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the markets in which the Company operates. While the Company reasonably believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change. Unless indicated otherwise, market valuations are calculated as at March 31, 2021 using valuations derived from the average of sell-side analysts currently covering Prosus except for: (i) prevailing share prices for stakes in listed assets; and (ii) post-money valuations after recent transactions where analyst consensus is not available. The Company does not endorse, and did not participate in, or provide any information for purposes of the preparation of the market valuations. The market valuations have not been confirmed by an independent third party expert, such as an accounting firm or an investment bank. Accordingly, the market valuations may not reflect past, present or future fair values, or any potentially achievable fair value in the future. Accordingly, undue reliance should not be placed on any of the industry, market valuations, market or competitive position data contained in the Information. The Information does not purport to be comprehensive.

Disclaimer (2/2)

To the fullest extent permitted by law, neither Naspers, the Company nor any of their respective subsidiary undertakings or affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for (whether in contract, tort or otherwise) or makes any representation, warranty or undertaking, express or implied, as to the truthfulness, fullness, fairness, accuracy or completeness of the Information (or whether any information has been omitted from it) or any other information or opinion relating to Naspers, the Company, their subsidiaries, affiliates or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the Information or otherwise arising in connection therewith. In giving this presentation, none of Naspers or the Company undertake any obligation to provide the recipient with access to any additional information or to update the Information, or to correct any inaccuracies in the Information, including any data or forward-looking statements. The Information has been prepared by Naspers and the Company solely for information purposes. The information, statements and opinions contained in this Information do not constitute a public offer under any applicable legislation or an offer to sell or a solicitation of an offer to buy any securities.

Certain financial data included in this presentation consists of "non-IFRS (International Financial Reporting Measures as adopted by the European Union) financial measures." These non-IFRS financial measures may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with International Financial Reporting Standards. Although the Company believes these non-IFRS financial measures provide useful information to users in measuring the financial performance and condition of its business, users are cautioned not to place undue reliance on any non-IFRS financial measures and ratios included in this presentation. Certain figures contained in this presentation, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this presentation may not conform exactly to the total figure given.

The financial information in this presentation labelled "Consolidated" has been derived from the Company's unaudited condensed consolidated interim financial statements as of, and for, the six months ended September 30, 2021, and the related notes thereto, and the Company's audited annual consolidated financial statements as of, and fo, the year ended March 31, 2021 and the related notes thereto (the "2021 Annual Consolidated Financial Statements"). A change in accounting policy was adopted retrospectively and the results presented for the year ended March 31, 2020 have been restated for comparative purposes in the 2021 Annual Consolidated Financial Statements, but not in the 2020 Annual Consolidated Financial Statements. Therefore, the results presented for the year ended March 31, 2020 in the 2021 Annual Consolidated Financial Statements may not be directly comparable to the results presented for the year ended March 31, 2020 in the 2020 Annual Consolidated Financial Statements. The change in accounting policy was adopted retrospectively affecting the results presented for the six months ended September 30, 2020.

This presentation and any related oral presentation are for information and convenient reference only and do not constitute or form part of an offer or invitation to sell or a solicitation of an offer to buy or subscribe for or otherwise acquire any securities in any jurisdiction or an inducement to engage in investment activity. There shall be no offers or sales of notes or other securities in any jurisdiction in which such offer or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any securities offered by the company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States or any other jurisdiction, and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption to registration. Any securities offered by the company will be offered and sold (i) in the United States to investors who are reasonably believed to be both (1) qualified institutional buyers pursuant to Rule 144A ("Rule 144A") under the Securities Act and (2) Qualified Purchasers ("QPs") (as defined in Section 2(a)(51)(a) of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act")) or (ii) outside the United States to investors who are both (1) non-U.S. residents (as defined for purposes of the Investment Company Act) and non-U.S. persons (within the meaning of Regulation S under the Securities Act). Prospective purchasers that are both QIBs and QPs are hereby notified that the sellers of any such securities of the company may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Any securities offered by the company have not been registered with, recommended by, or approved by, the SEC or any other United States federal or State Securities Commission or regulatory authority, nor has any such commission or regulatory authority passed upon the accuracy or adequacy of this presentation. Any offer of securities by the company will be made by means of a drawdown prospectus that will contain or incorporate detailed information about the company and its management, including financial statements.

This presentation, aspects of which may constitute an inducement to engage in investment activity, is issued, distributed and directed only at, persons who (a) are outside the United Kingdom or (b) persons who are in the United Kingdom who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA") in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This presentation is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the presentation relates is available only to relevant persons and will be engaged in only with relevant persons. No person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the securities other than in circumstances in which Section 21(1) of the FSMA does not apply to it.

Within the European Economic Area and the UK, this presentation is only for distribution to qualified investors as defined in the Prospectus Regulation or the UK Prospectus Regulation. This presentation does not constitute a prospectus within the meaning of the Prospectus Regulation or the UK Prospectus Regulation. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and UK Prospectus Regulation means Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018.

By attending this presentation and/or accepting or reading a copy of this presentation, you agree to be bound by the foregoing limitations and conditions and, in particular, will be taken to have represented, warranted and undertaken that you have read and agree to comply with the contents of this notice. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

Agenda

  1. Group Overview

2. Key credit highlights

  1. 1H FY22 financial highlights and overview
  1. Thoughts for the future

Group overview

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Disclaimer

Prosus NV published this content on 21 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 November 2021 13:24:07 UTC.