Prosus N: Trading statement

Naspers Limited

Trading statement and change in accounting method

Prosus SA

Commercial declaration

Prosus SA

(Incorporated in the Netherlands)

(Trade register n° 34099856)

AEX and JSE share code: PRX ISIN: NL0013654783

(“Prosus”)

Commercial declaration

Shareholders are informed that the Prosus group (“the Group”) is finalizing its condensed consolidated interim financial statements for the period ended September 30, 2022.

Prosus NV (“Prosus”) is a subsidiary of Naspers Limited (“Naspers”), a company incorporated in South Africa and listed on the Johannesburg Stock Exchange (“JSE”) Limited in South Africa.

For context, in terms of JSE listing requirements, South African listed entities with a primary listing on the stock exchange are required to issue a trading report as soon as they are reasonably certain that future financial results would differ from at least 20% of those of the previous corresponding period. Trading statements are typically issued to provide shareholders with a range of results with respect to key financial metrics.

Prosus’ financial results almost entirely explain Naspers’ results. Based on Naspers’ expected results for the period ending September 30, 2022, Naspers is required to issue a business statement in accordance with the above JSE listing requirements. To ensure that Prosus shareholders simultaneously receive equivalent information, Prosus publishes this commercial declaration.

In the six months to September 2022, our e-commerce businesses maintained strong revenue growth momentum, with growth coming from our core business and expanding into adjacent opportunities within each segment. major. Overall basic earnings per share, an important measure of operating performance, declined due to investments in adjacent e-commerce opportunities, lower contributions from associates and Tencent. During the period, growth expectations and valuations came under significant pressure as consumers adjusted to the realities of rising inflation and interest rates in their daily lives and purchasing power. . The Group has taken steps to address these challenges and will take further steps to continue delivering long-term value to our shareholders.

Operation abandoned

The Group announced its intention to withdraw from its Russian classifieds business, Avito, in May 2022. We have completed the divestiture and received the proceeds in October 2022. Following the divestiture, the results of the Avito business will be presented such as the results of discontinued operations. In addition, the income statement for the prior reporting period will be restated to distinguish between continuing operations and discontinued operations.

The Group has illustrated the expected changes in earnings, comprehensive income and basic comprehensive earnings per share for continuing operations for the period ended September 30, 2022 compared to September 30, 2021 for all businesses (as previously indicated) in the tables below:

Total transactions

September 30, 2021

US cents*

September 30, 2022

expected decrease

US cents*

Expected decrease %

Earnings per share N (1)^

1007

875 – 805

86.9% – 79.9%

Overall earnings* per share N (1)

149

154 – 144

103.5% – 96.5%

Overall basic earnings** per share N (1)

148

89 – 79

60.3% – 53.3%

Continuing operations

September 30, 2021

US cents*

September 30, 2022

expected decrease

US cents*

Expected decrease %

Earnings per share N (1)^

1,001

869 – 799

86.8% – 79.8%

Overall earnings* per share N (1)

143

148 – 138

103.5% – 96.5%

Overall basic earnings** per share N (1)

140

81 – 71

57.8% – 50.8%

^ Earnings per share N represents economic interest per share taking into account the impact of the cross-holding agreement between Prosus and Naspers, which became effective upon the closing of the voluntary share exchange in August 2021. The cross-holding agreement addresses how distributions from Prosus will be allocated to its N ordinary shareholders.

The significant decline in earnings per share is linked to a gain of US$12.3 billion realized on the sale of a 2% stake in Tencent in the previous year, compared to an expected gain of only 2.8 billion US dollars from the sale of Tencent shares in the current fiscal year. to fund the indefinite share buyback program announced on June 27, 2022. Impairment charges and dilution losses related to investments in associates are expected to be approximately US$1.8 billion higher during the current period. These are excluded from overall and principal earnings per share.

The overall profit is expected to decline in the current year. This was primarily due to lower profitability from our associates, including our share of Tencent’s fair value losses on financial instruments of US$372 million versus fair value gains of US$1.0 billion. during the previous period. Overall earnings are also impacted by our increased investments in early-stage automotive, convenience and credit e-commerce extensions.

Shareholders are reminded that the Board considers basic overall profit an appropriate indicator of the Group’s operational performance, as it is corrected for non-operational items. For the reasons outlined above, core earnings per share for the current year from continuing operations are expected to decline from 81 to 71 cents per share (between 57.8% and 50.8%).

More details will be released with the condensed consolidated interim financial statements on Wednesday, November 23, 2022.

The financial information on which this business statement is based has not been audited or independently reviewed by the Group’s auditors.

* Operating profit represents the net profit for the year attributable to Group shareholders, excluding certain separately identifiable revaluations linked, among other things, to the depreciation of tangible and intangible fixed assets (including goodwill) and invested interests. equity method, to gains and losses on acquisitions and disposals of equity investments and assets, dilution gains and losses on equity-accounted investments, revaluation gains and losses on groups held for sale and revaluations included in consolidated income equity method, net of related taxes (current and deferred) and related non-controlling interests. These revaluations are determined in accordance with Circular 1/2021, Global Profits, issued by the South African Institute of Chartered Accountants, at the request of JSE Limited in relation to the calculation of global profits and the publication of a detailed reconciliation of overall earnings. to earnings figures used in the calculation of basic earnings per share in accordance with the requirements of IAS 33 – Earnings Per Share, as part of JSE’s listing requirements.

** Basic comprehensive profit, a non-IFRS performance measure, represents overall profit for the period excluding certain non-operating items. Specifically, comprehensive profit is adjusted for the following items to arrive at basic comprehensive profit: (i) share-settled share-based payment expenses on transactions where there is no cost cash for us. These include in particular those relating to stock-based incentive grants settled by issuing treasury shares, as well as certain shares

payment costs deemed to arise in transactions between shareholders; (ii) subsequent remeasurement to fair value of cash-settled share-based incentive expenditures; (iii) cash-settled stock-based compensation expenses deemed to arise from shareholder transactions by virtue of their employment; (iv) deferred tax income recognized on first recognition of deferred tax assets as this generally relates to multiple prior periods and distorts current period performance; (v) fair value adjustments to financial and unrealized translation differences, as these items mask our underlying operating performance; (vi) one-time gains and losses (including acquisition-related costs) arising from acquisitions and divestitures of businesses, as these items relate to changes in our composition and do not reflect our underlying operating performance. and (vii) amortization of intangible assets recognized in business combinations and acquisitions. These adjustments are made to earnings of businesses we control, as well as our share of earnings of associates and joint ventures, to the extent information is available.

(1) Per share information is based on the net number of N ordinary shares outstanding during the respective periods. Ordinary shareholders A and ordinary shareholders B share respectively 1/5th and 1/1,000,000th of the result attributable to external shareholders N as of September 30, 2022. The result should increase in the same ratio as ordinary shareholders N.

November 21, 2022

Symphonic offices

Gustav Mahlerlaan 5

1082 MS Amsterdam

The Netherlands

Sponsor:

Investec Bank Limited

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