Prosus N.V. announced an offer to purchase any and all of its outstanding USD 1,200,000,000 5.500% Notes due 2025 and its outstanding USD 1,000,000,000 4.850% Notes due 2027 (the “Securities”), each issued by the Offeror and guaranteed by Naspers Limited, a company incorporated under the laws of South Africa, for cash (the “Offer”). The terms and conditions of the Offer are described in an offer to purchase dated July 6, 2021 (the “Offer to Purchase”). Purpose of the Offer: The Offeror is making the Offer as part of a refinancing of its existing debt. The Offer, together with the proposed offering of one or more series of debt securities, is intended to extend the Offeror’s debt maturity profile. Securities purchased in the Offer will be retired and cancelled. The Offer: The Offeror will pay a “Purchase Price” per USD 1,000 principal amount of Securities validly tendered and not validly withdrawn prior to the Expiration Deadline (including those validly tendered in accordance with the Guaranteed Delivery Procedures) calculated as described in the Offer to Purchase in a manner intended to result in a yield to the par call date as of the Settlement Date equal to the sum of: the yield to maturity on the Reference Treasury Security based on the bid-side price of the Reference Treasury Security as reported on the Bloomberg Reference Page as measured at the Price Determination Time; and the Fixed Spread. In addition to the payment of the Purchase Price, each Holder whose Securities are validly tendered and delivered (and not validly withdrawn) (including those validly tendered in accordance with the Guaranteed Delivery Procedures) and accepted for purchase will also be paid Accrued Interest equal to interest accrued and unpaid on the Securities from (and including) the immediately preceding interest payment date for the Securities to (but excluding) the Settlement Date. Accrued Interest will cease to accrue on the Settlement Date, and (in the case of Securities for which the Guaranteed Delivery Procedures are used) no additional accrued interest will be paid in respect of the period from the Settlement Date to the Guaranteed Delivery Settlement Date. The Purchase Price and the Accrued Interest for the Securities validly tendered (and not validly withdrawn) in the Offer will be paid on the Settlement Date or the Guaranteed Delivery Settlement Date, as applicable (subject to any postponement of the applicable Settlement Date or the Guaranteed Delivery Settlement Date, as applicable, as described in the Offer to Purchase). The Offer is not conditioned on any minimum amount of Securities being tendered. The Offeror’s obligation to accept and pay for Securities in the Offer is, however, subject to the satisfaction or waiver of the General Conditions and the condition that the Offeror shall complete prior to the Expiration Deadline one or more offerings of debt securities that result in aggregate net proceeds of at least USD 2.2 billion equivalent, on terms and subject to conditions satisfactory to the Offeror in its sole discretion (collectively, the “Financing Condition”), contained in the Offer to Purchase. Subject to applicable securities laws and the terms and conditions set forth in the Offer to Purchase, the Offeror reserves the right, with respect to the Offer made by it, (i) to waive or modify in whole or in part any and all conditions to the Offer, (ii) to extend the Withdrawal Deadline or the Expiration Deadline, (iii) to modify or terminate the Offer or (iv) to otherwise amend the Offer in any respect. Announcements in connection with the Offer will be made by the delivery of a press release to a widely disseminated news or wire service. Copies of all announcements, notices and press releases will be available from the Information & Tender Agent. A tender of Securities for purchase pursuant to the Offer should be made by the submission of a valid Tender Instruction. If any Holder wishes to tender its Securities but such Holder cannot comply with the procedures for the submission of a valid Tender Instruction prior to the Expiration Deadline, such Holder may tender its Securities according to the Guaranteed Delivery Procedures, as set out in the Offer to Purchase.