PROPOSALS TO AMEND THE ARTICLES OF ASSOCIATION INCLUDING ORDINARY SHARES B (ALTERNATIVE I) OF PROSUS N.V.

with official seat in Amsterdam, the Netherlands.

This document contains the text of and an explanation to the proposed amendments of the articles of association of Prosus N.V. (the Company), as included in the agenda of the annual general meeting of the Company, under agenda item 4 in respect of alternative (i), and agenda item 5, also in respect of alternative (i), viz. in the event that the exchange offer transaction as announced on 12 May 2021 ISor WILLBE implemented, and consequently the articles of association will be amended first (prior to the implementation of the proposals below) in accordance with the resolution adopted in the extraordinary general meeting of shareholders of 9 July 2021, as a result of which, among other things, ordinary shares B are introduced.

Capital decrease 2021

The proposal for agenda item 4 relates to the proposed capital decrease to be effectuated in 2021.

This document shows under 4(A) (capital increase) the amendments in connection with the first proposed amendment to the articles of association under agenda item 4, alternative (i). The first column displays the then current text of the provisions of the articles of association for which an amendment is proposed. The second column displays the proposed amendments; changes are shown underlined. The third column provides brief explanatory notes per amended article.

Under 4(B) (capital decrease), the amendments are shown in connection with the second proposed amendment to the articles of association under agenda item 4, alternative (i). The first column displays the text of the provisions of the articles of association following the first amendment (capital increase) for which an amendment is proposed. The second column displays the proposed amendments; changes are shown underlined. The third column provides brief explanatory notes per amended article.

Capital decrease 2022 and onwards

The proposal for the agenda item 5 relates to the capital decrease for 2022 and further.

This document shows under 5(A) (capital increase) the amendments in connection with the first proposed amendment to the articles of association under agenda item 5, for alternative (i). The first column displays the then current text of the provisions of the articles of association for which an amendment is proposed. The second column displays the proposed amendments; changes are shown underlined. The third column provides brief explanatory notes per amended article.

Under 5(B) (capital decrease), the amendments are shown in connection with the second proposed amendment to the articles of association under agenda item 5, alternative (i). The first column displays the text of the provisions of the articles of association following the first amendment (capital increase) for which an amendment is proposed. The second column displays the proposed amendments; changes are shown underlined. The third column provides brief explanatory notes per amended article.

The text of the proposal below is an English translation of a proposal prepared in Dutch. In preparing the text below, an attempt has been made to translate as literally as possible without jeopardising the overall continuity of the text. Inevitably, however, differences may occur in translation and if they do, the Dutch text will govern by law. In this translation, Dutch legal concepts are expressed in English terms. The concepts concerned may not be identical to concepts described by the English terms as such terms may.

PROSUS N.V.

Drieluiken statutenwijzigingen

AvA 2021

AGENDA ITEM 4: (A) CAPITAL INCREASE 2021

(THEN) CURRENT TEXT:

PROPOSED NEW TEXT:

EXPLANATORY NOTES:

Article 4. Authorised Capital; shareholding Naspers.

Article 4. Authorised Capital; shareholding Naspers.

4.1

The authorised capital of the Company is four hundred one million

4.1

The authorised capital of the Company is one billion one hundred

In order to effect the capital increase, the

euro (EUR 401,000,000).

and one million euro (EUR 1,101,000,000).

nominal value of each Ordinary Share N in

4.2

The authorised capital of the Company is divided into eight billion

4.2

The authorised capital of the Company is divided into eight billion

issue will be increased by EUR 0.14, from EUR

ten million ten thousand (8,010,010,000) Shares, of which:

ten million ten thousand (8,010,010,000) Shares, of which:

0.05 to EUR 0.19.

ten million (10,000,000) are Ordinary Shares A1 with a

ten million (10,000,000) are Ordinary Shares A1 with a

nominal value of five eurocents (EUR 0.05) each;

nominal value of five eurocents (EUR 0.05) each;

ten thousand (10,000) are Ordinary Shares A2 with a

ten thousand (10,000) are Ordinary Shares A2 with a

nominal value of fifty euro (EUR 50) each;

nominal value of fifty euro (EUR 50) each;

three billion (3,000,000,000) are Ordinary Shares B with a

three billion (3,000,000,000) are Ordinary Shares B with a

nominal value of five eurocent (EUR 0.05) each; and

nominal value of five eurocent (EUR 0.05) each; and

five billion (5,000,000,000) are Ordinary Shares N with a

five billion (5,000,000,000) are Ordinary Shares N with a

nominal value of five eurocents (EUR 0.05) each, which

nominal value of nineteen eurocents (EUR 0.19)each, which

Ordinary Shares N shall rank Pari Passu in respect of all

Ordinary Shares N shall rank Pari Passu in respect of all

rights.

rights.

4.3

All Shares are registered. The Company shall not issue share

4.3

Unchanged

certificates or statements evidencing or purporting to evidence

title to the Shares, which shall at all times remain in

dematerialised form.

4.4

A person who is entitled to and wishes to inspect the register of

4.4

Unchanged

dematerialised Shares may do so only through the Company and

in accordance with Dutch law and the rules of the CSD.

4.5

If, after [date execution deed amendment articles of

4.5

Unchanged

association in connection with creation Ordinary Shares B]:

  1. as a result of the promulgation of a new law, or a change in law or the interpretation thereof in any relevant jurisdiction (collectively: change in law), or (ii) any formal legislative or governmental proposal is tabled which may effect such change in law and which Naspers has reasonable grounds to believe could be passed into law, there is, or will or may be an adverse impact to Naspers arising from, in relation to or in connection with its holding of Ordinary Shares B or adverse change in the effect of holding Ordinary Shares B, the Company shall upon request of Naspers take such action(s) or effect such changes (including the issuance of additional Ordinary Shares B or the amendment of the rights attached to the Ordinary Shares B) as are necessary or reasonably requested to place Naspers in the same position as it was prior to the change in law (or proposed change in law) or to otherwise take such action or effect such changes as are necessary or reasonably requested to avoid, reduce or mitigate the adverse effect of such change in law (or proposed change in law). The

(THEN) CURRENT TEXT:

PROPOSED NEW TEXT:

EXPLANATORY NOTES:

Company shall not take any action hereunder that would

materially change the economic rights or entitlements attaching

to the Ordinary Shares N nor the Ordinary Shares A, unless such

change to these economic rights or entitlements are fully

compensated for.

Article 39. Adoption of Resolutions and Voting Power.

Article 39. Adoption of Resolutions and Voting Power.

39.1

Each Ordinary Share A1, each Ordinary Share N and each Ordinary

39.1

Each Ordinary Share A1 and each Ordinary Share B confers the

Under Dutch law, the number of votes that

Share B confers the right to cast one (1) vote.

right to cast five (5) votes. Each Ordinary Share N confers the

can be exercised on a Share must correspond

Each Ordinary Share A2 confers the right to cast one thousand

right to cast nineteen (19) votes. Each Ordinary Share A2 confers

to the nominal value of such Share compared

(1,000) votes.

the right to cast five thousand (5,000) votes.

to other classes of Shares with a different

39.2

At the General Meeting, all resolutions must be adopted by an

39.2

Unchanged

nominal value. The voting rights on the

absolute majority of the valid votes cast, except in those cases in

various classes of Shares change, due to the

which the law or these Articles of Association require a greater

increase of the nominal value of the Ordinary

majority. If there is a tie in voting, the proposal will be rejected.

Shares N.

39.3

The Board may determine that votes cast prior to the General

39.3

Unchanged

Meeting, by electronic means of communication or by mail, are

equated with votes cast at the time of the General Meeting. Such

votes may not be cast before the record date referred to in Article

38.2. Without prejudice to the provisions of Article 38, the notice convening the General Meeting must state how Shareholders may exercise their rights prior to the meeting.

39.4

Blank and invalid votes will be regarded as not having been cast.

39.4

Unchanged

39.5

The chairperson of the meeting will decide whether and to what

39.5

Unchanged

extent votes are taken orally, in writing, electronically or by poll

(meaning that each Shareholder that wants to vote against a

proposal raises his or her hand or speaks up, and all Shareholders

that do not raise their hand or speak up vote in favour of the

proposal).

39.6

When determining how many votes are cast by Shareholders, how

39.6

Unchanged

many Shareholders are present or represented, or what portion of

the Company's issued capital is represented, no account will be

taken of Shares for which no votes may be cast by law.

AGENDA ITEM 4: (B) CAPITAL DECREASE 2021

THEN CURRENT TEXT:

PROPOSED NEW TEXT:

EXPLANATORY NOTES:

Article 4. Authorised Capital; shareholding Naspers.

Article 4. Authorised Capital; shareholding Naspers.

4.1

The authorised capital of the Company is one billion one hundred

4.1

The authorised capital of the Company is four hundred one million

In order to effect the capital decrease, the

and one million euro (EUR 1,101,000,000).

euro (EUR 401,000,000).

nominal value of each Ordinary Share N in

4.2

The authorised capital of the Company is divided into eight billion

4.2

The authorised capital of the Company is divided into eight billion

issue will be decreased with EUR 0.14, from

ten million and ten thousand (8,010,010,000) Shares, of which:

ten million ten thousand (8,010,010,000) Shares, of which:

EUR 0.19 to EUR 0.05.

ten million (10,000,000) are Ordinary Shares A1 with a

ten million (10,000,000) are Ordinary Shares A1 with a

nominal value of five eurocents (EUR 0.05) each;

nominal value of five eurocents (EUR 0.05) each;

ten thousand (10,000) are Ordinary Shares A2 with a

ten thousand (10,000) are Ordinary Shares A2 with a

nominal value of fifty euro (EUR 50) each; and

nominal value of fifty euro (EUR 50) each;

three billion (3,000,000,000) are Ordinary Shares B with a

three billion (3,000,000,000) are Ordinary Shares B with a

nominal value of five eurocent (EUR 0.05) each; and

nominal value of five eurocent (EUR 0.05) each; and

five billion (5,000,000,000) are Ordinary Shares N with a

five billion (5,000,000,000) are Ordinary Shares N with a

nominal value of nineteen eurocents (EUR 0.19) each, which

nominal value of five eurocents (EUR 0.05)each, which

Ordinary Shares N shall rank Pari Passu in respect of all

Ordinary Shares N shall rank Pari Passu in respect of all

rights.

rights.

4.3

All Shares are registered. The Company shall not issue share

4.3

Unchanged

certificates or statements evidencing or purporting to evidence

title to the Shares, which shall at all times remain in

dematerialised form.

4.4

A person who is entitled to and wishes to inspect the register of

4.4

Unchanged

dematerialised Shares may do so only through the Company and

in accordance with Dutch law and the rules of the CSD.

4.5

If, after [date execution deed amendment articles of

4.5

Unchanged

association in connection with creation Ordinary Shares B]:

  1. as a result of the promulgation of a new law, or a change in law or the interpretation thereof in any relevant jurisdiction (collectively: change in law), or (ii) any formal legislative or governmental proposal is tabled which may effect such change in law and which Naspers has reasonable grounds to believe could be passed into law, there is, or will or may be an adverse impact to Naspers arising from, in relation to or in connection with its holding of Ordinary Shares B or adverse change in the effect of holding Ordinary Shares B, the Company shall upon request of Naspers take such action(s) or effect such changes (including the issuance of additional Ordinary Shares B or the amendment of the rights attached to the Ordinary Shares B) as are necessary or reasonably requested to place Naspers in the same position as it was prior to the change in law (or proposed change in law) or to otherwise take such action or effect such changes as are necessary or reasonably requested to avoid, reduce or mitigate the adverse effect of such change in law (or proposed change in law). The

THEN CURRENT TEXT:

PROPOSED NEW TEXT:

EXPLANATORY NOTES:

Company shall not take any action hereunder that would

materially change the economic rights or entitlements attaching

to the Ordinary Shares N nor the Ordinary Shares A, unless such

change to these economic rights or entitlements are fully

compensated for.

Article 39. Adoption of Resolutions and Voting Power.

Article 39. Adoption of Resolutions and Voting Power.

39.1

Each Ordinary Share A1 and each Ordinary Share B confers the

39.1

Each Ordinary Share A1, each Ordinary Share N and each Ordinary

Under Dutch law, the number of votes that

right to cast five (5) votes. Each Ordinary Share N confers the

Share B confers the right to cast one (1) vote.

can be exercised on a Share must correspond

right to cast nineteen (19) votes. Each Ordinary Share A2 confers

Each Ordinary Share A2 confers the right to cast one thousand

to the nominal value of such Share compared

the right to cast five thousand (5,000) votes.

(1,000) votes.

to other classes of Shares with a different

39.2

At the General Meeting, all resolutions must be adopted by an

39.2

Unchanged

nominal value. The voting rights on the

absolute majority of the valid votes cast, except in those cases in

various classes of Shares change, due to the

which the law or these Articles of Association require a greater

decrease of the nominal value of the Ordinary

majority. If there is a tie in voting, the proposal will be rejected.

Shares N.

39.3

The Board may determine that votes cast prior to the General

39.3

Unchanged

Meeting, by electronic means of communication or by mail, are

equated with votes cast at the time of the General Meeting. Such

votes may not be cast before the record date referred to in Article

38.2. Without prejudice to the provisions of Article 38, the notice convening the General Meeting must state how Shareholders may exercise their rights prior to the meeting.

39.4

Blank and invalid votes will be regarded as not having been cast.

39.4

Unchanged

39.5

The chairperson of the meeting will decide whether and to what

39.5

Unchanged

extent votes are taken orally, in writing, electronically or by poll

(meaning that each Shareholder that wants to vote against a

proposal raises his or her hand or speaks up, and all Shareholders

that do not raise their hand or speak up vote in favour of the

proposal).

39.6

When determining how many votes are cast by Shareholders, how

39.6

Unchanged

many Shareholders are present or represented, or what portion of

the Company's issued capital is represented, no account will be

taken of Shares for which no votes may be cast by law.

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Prosus NV published this content on 27 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 June 2022 06:15:02 UTC.