Prosus N : FY2024 Main elements of contracts

Main elements of

contracts

Fabricio Bloisi Rocha

Appointment	Appointed as the Naspers and Prosus Group chief executive on 10 July 2024.
Role	Chief executive of the Naspers and Prosus Group
Contract	Employed by a subsidiary of Prosus on the basis of an employment agreement for a period
	of four years.
Performance objectives	Determined annually by the Board and relevant committees as described in the
	Remuneration Policy.
Remuneration	Fabricio Bloisi's remuneration, which is paid in Euro, as an executive director of Prosus and
	an executive director of Naspers will be split 10/90 between Naspers and Prosus. His
	remuneration is determined annually by the Board and human resources and remuneration
	committee as described in the Remuneration Policy.
Fixed Remuneration	The non-executive directors review the base pay annually and may increase the base salary
	levels for the executive Directors on an annual basis, typically effective from 1 April each
	year in line with the Remuneration Policy. A number of factors are taken into account during
	the review process, including personal performance, business performance, the scope and
	nature of the role, relevant companies in the technology sector and local economic
	indicators such as inflation, cost-of-living changes and the relevant labour market, to
	ensure remuneration is fair, sensible and market competitive. In preparation of the annual
	review process, the human resources and remuneration committee considers data from
	comparator companies, bearing in mind the size of the business, its complexity and its
	geographic footprint.
Short-term incentives	The executive directors are eligible to participate in an annual performance-related, short-
	term incentive scheme as set out in the Remuneration Policy. Fabricio Bloisi's annual cash
	bonus is up to 100% of his annual base salary.
Longer-term incentives	The executive directors are eligible to participate in annual performance-related, longer-
	term incentives (LTIs) as set out in the Remuneration Policy.
	Detailed scheme rules provide for the operation and governance of each scheme.
Benefits	Benefits provided include a mix of cash and non-cash benefits, including pension, medical
	and other optional benefits.
Pension	The executive Directors are eligible to receive pension benefits with employer contributions
	of up to 20% of their annual base pay plus employer-paid international health insurance
	and life insurance.
Severance payment entitlement	Prosus will pay the chief executive a gross termination payment equal to 12 months' base
	pay (the Base Salary) (the "Termination Payment") within thirty (30) days after the date
	of termination if termination is initiated by Prosus provided termination is not due to the
	chief executive's seriously culpable or negligent behaviour or related to facts and
	circumstances that would constitute an urgent cause (dringende reden) under Dutch
	employment law as defined in Article 7:678 DCC. The Termination Payment includes the
	statutory transition compensation.

Remuneration policy

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Basil Sgourdos

Appointment	Appointed as the Naspers Group financial director on 1 April 2014 and, as a result of the
	listing of Prosus, as the financial director of the Prosus Group.
Role	Financial director of the Naspers and Prosus Group.
Contract	Employed by a subsidiary of Prosus on the basis of an employment agreement for an
	indefinite period of time.
Performance objectives	Determined annually by the Board and relevant committees as described in the
	Remuneration Policy.
Remuneration	Basil Sgourdos' remuneration as an executive director of Prosus and an executive director
	of Naspers will be split 10/90 between Naspers and Prosus. His remuneration is determined
	annually by the Board and human resources and remuneration committee as described
	more extensive in the Remuneration Policy.
Fixed Remuneration	The non-executive directors review the base pay annually and may increase the base salary
	levels for the executive Directors on an annual basis, typically effective from 1 April each
	year in line with the Remuneration Policy. A number of factors are taken into account during
	the review process, including personal performance, business performance, the scope and
	nature of the role, relevant companies in the technology sector and local economic
	indicators such as inflation, cost-of-living changes and the relevant labour market, to
	ensure remuneration is fair, sensible and market competitive. In preparation of the annual
	review process, the human resources and remuneration committee considers data from
	comparator companies, bearing in mind the size of the business, its complexity and its
	geographic footprint.
Short-term incentives	The executive directors are eligible to participate in an annual performance-related, short-
	term incentive schemes as set out in the Remuneration Policy. Basil Sgourdos' annual cash
	bonus and performance related payment is up to 100% of his cost to company. An
	occasional, additional variable bonus capped at 25% of the cost to company (relating to
	obtaining new general funding) applies but is not applicable in every financial year.
Longer-term incentives	The executive directors are eligible to participate in an annual performance-related, longer-
	term incentives (LTIs) as set out in the remuneration policy.
	Detailed scheme rules provide for the operation and governance of each scheme.
Benefits	Benefits provided include a mix of cash and non-cash benefits, including pension, medical
	and other optional benefits.
Pension	The executive Directors are eligible to receive pension benefits with employer contributions
	of up to 20% of their annual base pay plus employer-paid international health insurance
	and life insurance.
Severance payment entitlement	The financial director's contract does not contain clauses that provide a benefit upon
	termination. Payments in lieu of notice may be made to executive directors, comprising
	salary or cost to company for the unexpired portion of the notice period. Such payments
	may be phased. On cessation, there is no automatic entitlement to an annual performance
	related incentive. However, the human resources and remuneration committee retains the
	discretion to award a bonus to a leaver during the financial year taking into account the
	circumstances of their departure. There is no entitlement to a particular severance package
	provided for in the service contract of an executive director or senior manager.

Remuneration policy

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