Prosus N.V.: Disposal of Avito Group

Prosus N.V. (Prosus) (AEX and JSE: PRX): Shareholders are referred to the public statements made by Naspers Limited and Prosus (together with their subsidiaries and affiliates, the Group) on 24 March 2022 and 20 May 2022, and in the Prosus results announcement for the year ended 31 March 2022 published on 27 June 2022, in relation to the Group's intention to exit its investment in its Russian classifieds businesses and operations (the Avito Group), and wherein shareholders were informed that the Group had begun searching for an appropriate purchaser (the Statements on Avito).

Shareholders are hereby advised that, further to the Statements on Avito, Prosus has entered into an agreement through its affiliates OLX Global B.V., OLX B.V., KEH Holdings B.V. and MIH Technology Holdings B.V. (together, the Sellers, all of which are indirect subsidiaries of Prosus) with Radio Reklama Vologda LLC and Infrastructure Holding-2 LLC (together the Purchasers, both of which are subsidiaries of Kismet Capital Group LLC and are beneficially owned by Mr Ivan Tavrin) (the Agreement).

Pursuant to the Agreement, the Purchasers will acquire the Avito Group from the Sellers for an aggregate consideration of RUB 151 billion (the Avito Group Disposal). The aggregate consideration for the acquisition of the Avito Group by the Purchasers will be satisfied by the Purchasers through a mixture of available cash resources and debt financing procured by the Purchasers. Closing is expected to occur in October 2022.

The Avito Group Disposal will involve the disposal and transfer by the Group of the following entities comprising the Avito Group: (i) KEH eCommerce LLC (a Russian incorporated entity) and its subsidiaries; and (ii) Avito Holding LLC (a Russian incorporated entity) and its subsidiaries.

The Agreement contains covenants, warranties and undertakings by the parties customary for transactions of this nature, and includes certain deal protection mechanisms in favour of the Sellers.

The Avito Group Disposal was subject to the conditions precedent of obtaining the requisite antitrust and financial regulatory approvals, which the Purchaser has obtained.

Prosus holds an effective interest of 99% in the Avito Group. As at 31 March 2022, being the latest financial year end for Naspers and Prosus, the net asset value of the Avito Group was US$1,379.9m and profits attributable to the Avito Group was US$160.3m.

It is intended that net proceeds from the Avito Group Disposal will be utilised for general corporate purposes.

Amsterdam, the Netherlands

14 October 2022

JSE sponsor to Prosus

Investec Bank Limited

About Prosus

Prosus is a global consumer internet group and one of the largest technology investors in the world. Operating and investing globally in markets with long-term growth potential, Prosus builds leading consumer internet companies that empower people and enrich communities.

The group is focused on building meaningful businesses in the online classifieds, food delivery, payments and fintech, and education technology sectors in markets including India and Brazil. Through its ventures team, Prosus invests in areas including health, logistics, blockchain, and social commerce. Prosus actively seeks new opportunities to partner with exceptional entrepreneurs using technology to improve people’s everyday lives.

Every day, billions of customers use the products and services of companies that Prosus has invested in, acquired or built. Hundreds of millions of people have made the platforms of Prosus’s associates a part of their daily lives.

Today, Prosus companies and associates help improve the lives of more than two billion people around the world.

Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary listings on the Johannesburg Stock Exchange (XJSE:PRX) and a2X Markets (PRX.AJ). Prosus is majority-owned by Naspers.

For more information, please visit www.prosus.com.

Disclaimer

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

The information contained in this announcement may contain forward-looking statements, estimates and projections. Forward-looking statements involve all matters that are not historical and may be identified by the words “anticipate”, ”believe”, ”estimate”, ”expect”, ”intend”, ”may”, ”should”, ”will”, ”would” and similar expressions or their negatives, but the absence of these words does not necessarily mean that a statement is not forward-looking. These statements reflect Prosus' intentions, beliefs or current expectations, involve elements of subjective judgement and analysis and are based upon the best judgement of Prosus as of the date of this announcement, but could prove to be wrong. These statements are subject to change without notice and are based on a number of assumptions and entail known and unknown risks and uncertainties. Therefore, you should not rely on these forward-looking statements as a prediction of actual results.

Any forward-looking statements are made only as of the date of this announcement and neither Prosus nor any other person gives any undertaking, or is under any obligation, to update these forward-looking statements for events or circumstances that occur subsequent to the date of this announcement or to update or keep current any of the information contained herein, any changes in assumptions or changes in factors affecting these statements and this announcement is not a representation by Prosus or any other person that they will do so, except to the extent required by law.

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