Prosus N : Fiscal and paying agency agreement dated 16 December 2021

EXECUTION VERSION

AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT

between

PROSUS N.V.

as Issuer

and

CITIBANK, N.A., LONDON BRANCH

as Fiscal and Paying Agent, Transfer Agent and Registrar

in respect of a

US$12,000,000,000 GLOBAL MEDIUM-TERMNOTE PROGRAM

____________________________

Dated as of December 16, 2021

____________________________

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	TABLE OF CONTENTS
CLAUSE	PAGE
1.	INTERPRETATION ..........................................................................................................................	3
2.	THE NOTES.....................................................................................................................................	12
3.	PAYMENTS TO THE FISCAL AND PAYING AGENT...............................................................	20
4.	PAYMENTS TO NOTEHOLDERS ................................................................................................	21
5.	CALCULATION AGENT ...............................................................................................................	25
6.	OTHER DUTIES OF THE AGENTS ..............................................................................................	25
7.	ISSUE OF REPLACEMENTS.........................................................................................................	30
8.	CANCELLATION OF NOTES .......................................................................................................	31
9.	FURTHER ISSUES..........................................................................................................................	32
10.	FEES AND EXPENSES...................................................................................................................	32
11.	AGENTS AND TERMS OF APPOINTMENT ...............................................................................	32
12.	NOTICES .........................................................................................................................................	38
13.	GOVERNING LAW AND JURISDICTION...................................................................................	41
14.	MEETINGS OF NOTEHOLDERS ..................................................................................................	42
15.	AMENDMENTS AND SUPPLEMENTAL AGREEMENTS.........................................................	42
16.	NO SECURITY INTEREST ............................................................................................................	43
SCHEDULE 1A FORM OF GLOBAL NOTE.....................................................................................	S1A-1
SCHEDULE 1B FORM OF DEFINITIVE REGISTERED NOTE .....................................................	S1B-1
SCHEDULE 2A FORM OF TRANSFER CERTIFICATE - 144A NOTE TO
	REGULATION S NOTE.........................................................................................................	S2A-1
SCHEDULE 2B FORM OF TRANSFER CERTIFICATE - REGULATION S NOTE
	TO 144A NOTE.......................................................................................................................	S2B-1
SCHEDULE 3 FORM OF EXCHANGE CERTIFICATE - GLOBAL TO
	DEFINITIVE NOTES ................................................................................................................	S3-1
SCHEDULE 4 REGISTER, TRANSFER AND EXCHANGE OF REGISTERED
	NOTES........................................................................................................................................	S4-1

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THIS AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT (this "Agreement") is made on December 16, 2021.

__________________

BETWEEN

1. PROSUS N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, acting in its capacity as issuer (the "Issuer"); and
2. CITIBANK, N.A., LONDON BRANCH, acting in its capacity as fiscal and paying agent, transfer agent and registrar (the "Fiscal Agent," "Paying Agent" and "Fiscal and Paying Agent") which expression shall include any successor fiscal and paying agent, appointed under this Agreement or which becomes the successor by virtue of Clause 11 (Agents and Terms of Appointment).

WHEREAS

1. The Issuer has duly authorized the execution and delivery of this Agreement to provide for the issuance from time to time of its Notes (as defined below), to be issued in separate Series (as defined below) as provided in this Agreement.
2. All things necessary to make this Agreement a valid and legally binding agreement of the Issuer and the Agents, in accordance with its terms, have been done.
3. The Issuer, the Fiscal and Paying Agent, the Transfer Agent and the Registrar wish to record certain arrangements which they have made in relation to the Notes.
4. The Issuer and the Fiscal and Paying Agent wish to amend and restate that certain Fiscal and Paying Agency Agreement entered into by them on July 5, 2021 (the "Original FPAA") as set forth herein.

NOW, THEREFORE:

In consideration of the mutual promises contained herein and the purchases from time to time of the Notes by the Holders (as defined herein) thereof, the parties hereto mutually covenant and agree as follows:

1. INTERPRETATION

1.0 Amendment and Restatement

This Agreement amends and restates the Original FPAA. Any Notes issued under the Program (as defined herein) on or after the date hereof shall have the benefit of this Agreement. This Agreement does not affect any Notes issued under the Program prior to the date hereof.

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1.1 Definitions

The following terms (except as otherwise expressly provided or unless the context otherwise requires) for all purposes of this Agreement and of any amendment or agreement supplemental hereto shall have the respective meanings specified in this Clause 1. The words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision. The terms defined in this Article include the plural as well as the singular.

"Act" has the meaning assigned thereto in Clause 1.12.1 (Acts of Noteholders).

"Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control", when used with respect to any specified Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

"Agents" means the Fiscal and Paying Agent, the Transfer Agent, the Registrar and any additional Paying Agent and any Exchange Agent, and "Agent" means any one of the Agents.

"Applicable Law" means any law or regulation.

"Authority" means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction.

"Authorized Officer" means any director of the Issuer or any other person who the Issuer has authorized in writing to represent the Issuer.

"Base Prospectus" means the base prospectus dated as of December 16, 2021, or any updated Base Prospectus with a later date, in each case as amended, supplemented or replaced.

"Business Day" has the meaning given to it in the Conditions of the relevant Series of Notes in respect of such Notes and all matters related thereto.

"Clearing System" means each of Clearstream, Luxembourg, Euroclear and DTC.

"Clearing System Business Day" means a day on which the relevant Clearing System is open for business.

"Clearstream, Luxembourg" means Clearstream Banking, société anonyme. "Code" means the U.S. Internal Revenue Code of 1986, as amended.

"Conditions" means, with respect to the Notes of any Series, the terms and conditions of the Notes of such Series as endorsed on or incorporated by reference into the Note or Notes constituting the Series and, in the case of Non-U.S. Notes, as amended and supplemented by the relevant Final Terms or Pricing Supplement.

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"Corporate Trust Office" means in the case of the Fiscal and Paying Agent and Transfer Agent and Registrar the principal office of the Fiscal Agent, Paying Agent and Transfer Agent in London at which the business of the Fiscal Agent, Paying Agent and Transfer Agent, Registrar, respectively, shall, at any particular time, be principally administered and which is, currently located at Citigroup Centre, 25 Canada Square, Canary Wharf, London E14 5LB, United Kingdom.

"CSP" has the meaning assigned thereto in Clause 6.11.1.

"Dealer(s)" means each of the Dealers (as defined in the Distribution Agreement) named in the Distribution Agreement, as amended, supplemented or replaced from time to time.

"Defaulted Note" has the meaning assigned thereto in Clause 2.1.9 (Execution, Authentication, Delivery and Exchange).

"Definitive Registered Note" means a certificated Note in registered and definitive form issued or, as the case may require, to be issued by the Issuer in accordance with the provisions of the Conditions set forth in the Base Prospectus (in the case of Non-U.S. Notes) or Drawdown Prospectus (in the case of U.S. Notes), the Conditions of a given Series of Notes, and in each case, this Agreement in exchange for all or part of a Global Note, the Note in registered and definitive form being in or substantially in the form set out in Schedule 1B with such modifications (if any) as may be deemed by the Issuer as necessary or appropriate and having the Conditions endorsed on it or attached to it or incorporated in it by reference and, in the case of Non-U.S. Notes, having the relevant Final Terms or Pricing Supplement, as applicable either incorporated in it or endorsed on it or attached to it.

"Distribution Agreement" means the Distribution Agreement dated as of July 5, 2021, as amended, supplemented or replaced from time to time, among the Issuer, the Dealers named as "Dealers" therein and any additional Dealers appointed thereunder.

"Distribution Compliance Period" means, in respect of the Regulation S Notes, the 40 consecutive days beginning on and including the later of (a) the day on which any such Regulation S Notes are offered pursuant to Regulation S and (b) the Issue Date.

"Drawdown Prospectus" means any drawdown prospectus relating to issuance of U.S. Notes under the Program.

"DTC" means The Depository Trust Company, New York, New York, United States.

"Euroclear" means Euroclear SA/NV.

"Exchange Agent" means an exchange agent as appointed by the Issuer pursuant to a written agreement in respect of a Series of Notes denominated in a currency other than U.S. dollars, as specified in the relevant, Final Terms, Pricing Supplement or Drawdown Prospectus, as applicable.

"FATCA Withholding" means any withholding or deduction required pursuant to an agreement described in section 1471(b) of the Code, or otherwise imposed pursuant to sections 1471 through

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