Trading Statement

Prosus N.V. (previously Myriad International Holdings N.V.)

(Incorporated in the Netherlands)

(Trade Reg No 34099856)

AEX and JSE Share Code: PRX  ISIN: NL0013654783

 ("Prosus")

Trading statement

Shareholders are advised that the Prosus group ("the Group") is finalising its summarised consolidated financial statements and consolidated financial statements for the year ended 31 March 2021.

Prosus N.V. ("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 the JSE Listings Requirements, South African listed entities with a primary listing on the exchange are obliged to issue a trading statement as soon they are reasonably certain that the upcoming financial results would differ by at least 20% from those of the previous corresponding period. Trading statements are generally issued to provide shareholders with a range of outcomes in respect of key financial metrics.

The financial results of Prosus almost completely account for Naspers's results. Based on Naspers's anticipated period ended 31 March 2021 results, Naspers is required to issue a trading statement in terms of the above JSE listing requirements. To ensure that shareholders of Prosus are provided simultaneously with equivalent information, Prosus is issuing this trading statement.

The financial year ended 31 March 2021 was an extraordinary year for the global community in general and one that demonstrated the strength and resilience of the Group. While navigating a global pandemic, the Group benefitted from its global perspective and diversified operations and executed on many key strategic initiatives that position it very well for continued long-term growth and value creation. Despite the turbulent impact of the pandemic and the related uncertainty for our group and our people in the past financial year, we witnessed an acceleration in the digital transformation and growth trends of each one of our sectors.

As outlined in the table below, the Group is expected to deliver strong results for the year ended 31 March 2021. The improved profitability from the Ecommerce segments and the growing contribution from Tencent were the key drivers of growth in Prosus's earnings, headline earnings and core headline earnings. The Group completed several notable acquisitions during the year and will continue to explore growth opportunities to advance its strategy, expand its ecosystem and to position the business for continued long-term growth.

The Group has illustrated the anticipated changes in earnings, headline earnings and core headline earnings per share for the year ended 31 March 2021 as compared to 31 March 2020 in the tables below:

Shareholders are reminded that the board considers core headline earnings an appropriate indicator of the operating performance of the Group, as it adjusts for non-operational items. Core headline earnings per share for the current period is expected to increase by between 85 and 99 cents per share (between 41.1% and 47.9%) driven by improved profitability from the Ecommerce segments and the growing contribution from Tencent.

More details will be published with the summarised consolidated financial statements on Monday, 21 June 2021.

Financial information on which this trading statement is based has not been reviewed or reported on by the company's auditors.

* Headline earnings represents net profit for the year attributable to the Group's equity holders, excluding certain defined separately identifiable remeasurements relating to, amongst others, impairments of tangible assets, intangible assets (including goodwill) and equity-accounted investments, gains and losses on acquisitions and disposals of investments as well as assets, dilution gains and losses on equity-accounted investments, remeasurement gains and losses on disposal groups classified as held for sale and remeasurements included in equity-accounted earnings, net of related taxes (both current and deferred) and the related non-controlling interests. These remeasurements are determined in accordance with Circular 1/2019, headline earnings, as issued by the South African Institute of Chartered Accountants, at the request of the JSE Limited in relation to the calculation of headline earnings and disclosure of a detailed reconciliation of headline earnings to the earnings numbers used in the calculation of basic earnings per share in accordance with the requirements of IAS 33 - Earnings per Share, under the JSE Listings Requirements.

** Core headline earnings, a non-IFRS performance measure, represent headline earnings excluding certain non-operating items. Specifically, headline earnings are adjusted for the following items to derive core headline earnings: (i) equity-settled share-based payment expenses on transactions where there is no cash cost to the Group. These include those relating to share-based incentive awards settled by issuing treasury shares as well as certain share-based payment expenses that are deemed to arise on shareholder transactions; (ii) subsequent fair value re-measurement of cash-settled share-based incentive expenses; (iii) cash-settled share-based compensation expenses deemed to arise from shareholder transactions by virtue of employment; (iv) deferred taxation income recognised on the first-time recognition of deferred tax assets as this generally relates to multiple prior periods and distorts current period performance; (v) fair-value adjustments on financial instruments and unrealised currency translation differences, as these items obscure the Group's underlying operating performance; (vi) one-off gains and losses (including acquisition-related costs) resulting from acquisitions and disposals of businesses as these items relate to changes in the Group's composition and are not reflective of the Group's underlying operating performance; (vii) the amortisation of intangible assets recognised in business combinations and acquisitions; and (viii) the donations due to COVID-19, as these expenses are not considered operational in nature. These adjustments are made to the earnings of businesses controlled by the Group as well as the Group's share of earnings of associates and joint ventures, to the extent that the information is available.

⁽¹⁾       Per share information is based on the net number of A and N ordinary shares in issue during the respective periods. 

JSE sponsor (South Africa): Investec Bank Limited 

Amsterdam, the Netherlands 

10 June 2021