Prosus N : Interim results for the six months ended 30 September 2021

Improving everyday life for millions of people…

Condensed consolidated interim financial statements for the six months ended 30 September 2021

…by building leading consumer internet companies that address societal needs.

3 Prosus condensed consolidated interim financial statements for the six months ended 30 September 2021

2 Commentary

Financial

1. Condensed consolidated income statement
2. Condensed consolidated statement of comprehensive income
3. Condensed consolidated statement of financial position
4. Condensed consolidated statement of changes in equity

1. Condensed consolidated statement of cash flows
2. Notes to the condensed consolidated interim financial statements

1. Independent auditor's review report on the condensed consolidated interim financial statements
2. Other information to the condensed consolidated interim financial statements

Information

60 Administration and corporate information

IBC Important information

Prosus condensed consolidated interim financial statements for the six months ended 30 September 2021

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Commentary

Over the past six months the group posted a solid performance. Group revenue, measured on an economic-interest basis, grew 31% (29%) to US$16.6bn. Our Ecommerce segment revenue accelerated 60% (53%) to US$4.2bn, after strong momentum in the prior year.

Group trading profit grew 8% (8%) to US$2.9bn, reflecting continued investment to fund growth by expanding our existing platforms, and building deeper relations with customers and partners. Core headline earnings were US$2.3bn, up 4% (2%). Additionally, we invested US$5.2bn in new acquisitions to expand our ecosystems, mainly in Edtech and Food Delivery.

These results reflect a diverse Ecommerce portfolio, which has grown significantly in value. Five years ago this portfolio, excluding Tencent, was valued by analysts at around US$13.0bn. Today that valuation is approaching US$50.0bn. We aim to increase the size of this portfolio over the coming years.

We back local entrepreneurs, invest through the economic cycle and adopt a long-term approach. This is evident in the growth of our operations and the values of investments now publicly traded. These include Tencent, Delivery Hero, VK/Mail.ru, Trip.com (MakeMyTrip and ibibo) and, most recently, Remitly, Skillsoft, Sinch, SimilarWeb and Udemy.

Over the last six months, we focused on maintaining growth and customer engagement, while leveraging increased scale to develop opportunities in adjacent products and services. We are building ecosystems with multiple customer touchpoints to improve both their experience and retention. We align technology and data with key customer needs such as convenience and ease of use. Given that long-term engagement with customers requires end-to-end capabilities, in the past six months we invested more in building products across our Ecommerce portfolio.

With momentum across core segments, we have achieved scale in several markets. Classifieds emerged from the pandemic stronger, with healthy growth at its core. We are amplifying that with a larger role in transactions. For example, OLX Autos is merging online and offline car buying and finance to build the most trusted one-stop shop for transacting in cars.

Food Delivery's performance remained strong. The scale achieved over the past 18 months has expanded the opportunity beyond delivering food from restaurants to include convenience and grocery delivery. We participated in further funding rounds in Swiggy and iFood, stepped up our investment in Delivery Hero, and invested in Flink and Oda, two young European e-grocery (online grocery orders) businesses.

In Payments and Fintech, we recently announced the acquisition of BillDesk. After regulatory approval, this will create a top 10 online payments company globally by total payment volume. We also substantially increased our scale in India, one

of the fastest-growing consumer internet markets. The combined business creates a platform to pursue additional opportunities to expand into digital banking.

Edtech, our newest segment, grew well. The portfolio expanded with the acquisition of Skillsoft and its simultaneous listing, and the acquisitions of Stack Overflow and GoodHabitz. Our Edtech investments currently reach over 500 million users.

Tencent delivered strong results and remains positioned for continued growth. In April 2021, to improve our financial flexibility and reinforce our balance sheet, we sold 2% of its issued share capital, generating proceeds of US$14.6bn and reducing our holding to 28.9%. We have been investors in Tencent for over 20 years, with the only prior disposal being 2% in 2018. In both cases, proceeds were used to fund our strategic ambitions, resulting in meaningful net asset value (NAV) appreciation. The interests we acquired with proceeds from the initial sale of Tencent in 2018 include the majority of our food assets, the Avito step-up investment and the Edtech portfolio. These are growing at an internal rate of return of over 30%. We remain committed long-term investors in Tencent and have agreed not to sell any further shares for a three-year period.

2 Prosus condensed consolidated interim financial statements for the six months ended 30 September 2021

The listing of Prosus in Europe gave equity and debt investors exposure to fast-growing sectors in China, India and other emerging markets. In August 2021, Prosus concluded an exchange offer for 45.8% of Naspers N ordinary shares in issue. This transaction creates a capital structure that allows the inherent value of the group to be better reflected in the share prices of Naspers and Prosus. Naspers and Prosus are now better positioned on their home exchanges. Prosus rates as a top Euro Stoxx 50 company, and its free float had doubled its effective economic interest.

The group continued to crystallise returns and return capital to shareholders. In June, we completed a US$5.0bn share purchase programme of Naspers and Prosus stock. In conjunction with the exchange offer, we also announced a further US$5.0bn share repurchase programme of Prosus stock. This is being implemented through on-market acquisitions of Prosus ordinary shares N. Up to 30 September,

we paid US$1.5bn to repurchase Prosus ordinary shares N.

We aim to build on the strong momentum in our businesses. Given the significant potential we have identified, we are investing to maintain momentum and to expand reach and impact. We will continue to invest in our platforms and create ecosystems, particularly in autos transactions, credit and digital banking, and food and grocery delivery. At the same time, we are driving profitability and cash generation in more mature businesses. Our goal is to build a business that will deliver sustainable value creation over the long term for all stakeholders.

Given the wide geographical span of our operations, as well as significant mergers and acquisitions (M&A) in Ecommerce, reported earnings are materially impacted by foreign exchange movements and the effects of acquisitions and disposals. Where relevant in this report, we have adjusted for these effects. These adjustments (pro forma financial information) are quoted in brackets after the equivalent metrics reported under International Financial Reporting Standards (IFRS) as adopted by the European Union (IFRS-EU). These growth rates represent a comparison between the six months ended 30 September 2021 and the previous period ended 30 September 2020, unless otherwise stated. A reconciliation of pro forma financial information to the equivalent IFRS metrics is provided in the "Other information - non-IFRS financial measures and alternative performance

measures" of these summarised consolidated financial statements.

FINANCIAL REVIEW

The group delivered encouraging results for the six months ended 30 September 2021. Group revenue, measured on an economic-interest basis, grew 31% (29%) to US$16.6bn. This was driven by Ecommerce revenues, which rose 60% (53%), representing an acceleration of 23 percentage points (ppt) (2ppt). Our economic-interest share in Tencent's revenue grew 24% (23%), an impressive performance given the size of its base. Group trading profit expanded 8% (8%) to US$2.9bn. Tencent's contribution to the group's trading profit improved 14% (13%).

Core headline earnings were US$2.3bn - up 4% (2%), driven by a bigger contribution from Tencent, despite our sale of a 2% holding in that group. This was partially offset by investments to grow our ecommerce ecosystems and platforms.

On a consolidated basis, total revenue increased by US$892m, or 41%, from US$2.2bn in the prior period to US$3.1bn for the six months ended 30 September 2021 - primarily due to the Classifieds segment. The operating loss increased from US$207m to US$304m as a result of investments to expand ecommerce units.

Our equity-accounted results increased with

US$1.2bn, or 42%, from US$2.9bn in the prior period to US$4.1bn in the review period. The increase is driven primarily by Tencent and Delivery Hero. The equity-accounted results include investment disposal gains of US$1.1bn and net fair-value gains on financial instruments of US$993m. This was offset by the trimming of our holding in Tencent.

As a result of trimming our holding in Tencent, we recognised a gain of US$12.3bn.

Headline earnings decreased in the current period by US$74m to US$2.4bn. This was due to higher expenses for equity-settled share schemes recognised by equity-accounted investments

as well as the increase in net finance cost and was offset by the increase in fair-value gains contributed by equity-accounted investments. The increase in finance cost is as a result of the issuance

of new notes together with the market value premium (ie the difference between the carrying value of the bond at amortised cost and the market value of the future contractual payments) of the redemption of the 2025 and 2027 notes.

Prosus condensed consolidated interim financial statements for the six months ended 30 September 2021

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