Prosus N : FY2024 Amendment AOA - decrease

PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION OF

PROSUS N.V.

with official seat in Amsterdam, the Netherlands.

This document contains an explanation to the proposed amendments of the articles of association of Prosus N.V. (the Company), as included in the agenda of the general meeting of the Company.

Amendment Articles of Association II - Capital Decrease

This proposal for the amendment to the Articles of Association relates to the proposed capital reduction which will be implemented in 2024 and forms part of agenda item 5.

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. Amendments 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 be understood under the laws of other jurisdictions.

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AMENDMENT ARTICLES OF ASSOCIATION II, DECREASE
THEN CURRENT TEXT:				PROPOSED NEW TEXT:
Article	4. Authorised	Capital;	Article	4. Authorised	Capital;
shareholding Naspers.				shareholding Naspers.
4.1	The	authorised	capital	of	the	4.1	The	authorised	capital	of	the
	Company is nine hundred and one		Company is four hundred and
	million			euro		one	million		euro
	(EUR 901,000,000.00).				(EUR 401,000,000).
4.2	The	authorised	capital	of	the	4.2	The	authorised	capital	of	the
	Company is divided into eight		Company is divided into eight
	billion ten million ten thousand		billion ten million ten thousand
	(8,010,010,000)	Shares,	of		(8,010,010,000)	Shares,	of
	which:					which:

−	ten	million	(10,000,000)	are	−	ten million (10,000,000) are
	Ordinary Shares A1 with a		Ordinary Shares A1 with a
	nominal	value	of	five		nominal	value	of	five
	eurocents (EUR 0.05) each;		eurocents (EUR 0.05) each;
−	ten	thousand (10,000)	are	−	ten	thousand (10,000)	are
	Ordinary Shares A2 with a		Ordinary Shares A2 with a
	nominal value of fifty euro		nominal value of fifty euro
	(EUR 50) each;				(EUR 50) each;
−	three billion (3,000,000,000)	−	three billion (3,000,000,000)
	are Ordinary Shares B with a		are Ordinary Shares B with a
	nominal	value	of	five		nominal	value	of	five
	eurocents (EUR	0.05) each;		eurocents	(EUR	0.05) each;
	and						and
−	five	billion	(5,000,000,000)	−	five	billion (5,000,000,000)
	are Ordinary Shares N with a		are Ordinary Shares N with a

EXPLANATORY NOTES:

In order to effect the capital decrease, the nominal value of each Ordinary Share N in issue will be decreased with EUR 0.10, from EUR 0.15 to EUR 0.05.

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nominal	value	of	five	nominal	value	of	five
eurocents	(EUR	0.05)	each,	eurocents (EUR	0.05)	each,
which Ordinary Shares N shall	which	Ordinary	Shares N
rank Pari Passu in respect of	shall rank Pari Passu in
all rights.				respect of all rights.

1. All Shares are registered. The 4.3 Unchanged Company shall not issue share
   certificates or statements evidencing or purporting to evidence title to the Shares, which shall at all times remain in dematerialised form.
2. A person who is entitled to and 4.4 Unchanged wishes to inspect the register of dematerialised Shares may do so
   only through the Company and in accordance with Dutch law and the rules of the CSD.
3. If, after fifteenth August two 4.5 Unchanged thousand and twenty-one: (i) 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

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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 Company shall not take any action hereunder that would materially change the economic

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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	Article 39. Adoption of Resolutions	Under Dutch law, the number of votes that
and Voting Power.	and Voting Power.	can be exercised on a Share must
39.1 Each Ordinary Share A1 and each	39.1 Each Ordinary Share A1, each	correspond to the nominal value of such
Ordinary Share B confers the right	Ordinary Share N and each	Share compared to other classes of Shares
to cast five (5) votes.	Ordinary Share B confers the right	with a different nominal value. The voting
Each Ordinary Share N confers the	to cast one (1) vote. Each	rights on the various classes of Shares
right to cast fifteen (15) votes.	Ordinary Share A2 confers the	change, due to the decrease of the nominal
Each Ordinary Share A2 confers the	right to cast one thousand (1,000)	value of the Ordinary Shares N.
right to cast five thousand (5,000)	votes.
votes.

1. At the General Meeting, all 39.2 Unchanged resolutions must be adopted by an
   absolute majority of the valid votes cast, except in those cases in which the law or these Articles of Association require a greater majority. If there is a tie in voting, the proposal will be rejected.
2. The Board may determine that 39.3 Unchanged votes cast prior to the General
   Meeting, by electronic means of communication or by mail, are

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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.

1. Blank and invalid votes will be 39.4 Unchanged regarded as not having been cast.
2. The chairperson of the meeting will 39.5 Unchanged decide whether and to what 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).
3. When determining how many votes 39.6 Unchanged are cast by Shareholders, how
   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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