Financial review

The group delivered strong results for the year ended 31 March 2021. Group revenue, measured on an economic-interest basis of US$28.8bn, was driven by Ecommerce revenues which grew 46% (54%) year on year, and Tencent which grew 32% (28%) year on year. Group trading profit grew 49% (44%) to US$5.6bn. Aggregated trading losses in our Ecommerce segments reduced by 45% (46%) or US$353m to US$429m. Trading profit of our profitable ecommerce businesses grew by 32% (37%) to US$433m. Tencent's contribution to the group's trading profit improved 33% (29%).

Core headline earnings were US$4.9bn - up 45% (39%), driven by improved profitability from our Ecommerce units and the growing contribution from Tencent.

On a consolidated basis, total revenue increased by US$1.8bn, or 54%, from US$3.3bn in the year ended 31 March 2020 to US$5.1bn in the year ended 31 March 2021, primarily due to Food Delivery and Etail. Operating loss increased from US$593m to US$1.0bn despite the significant, improved performance in revenue and profitability across most of our segments. This was primarily due to an increase in the cash-settled share-based payment expense as a result of marked improvement in ecommerce and tech valuations. The strong performance of our businesses over the past year drove the increase in valuations of these businesses and therefore an increase in the cash-settled share-based payment liability.

Our equity-accounted results in equity-accounted companies increased by US$3.2bn, or 81%, from US$3.9bn in the year ended 31 March 2020 to US$7.1bn in the year ended 31 March 2021. The increase is driven primarily by Tencent and Swiggy, which reported improved profitability during the year. The equity-accounted results include investment disposal gains of US$1.1bn, impairment losses of US$968m and net fair value gains on financial instruments of US$2.5bn.

In August and December 2020, Prosus raised US$4.4bn in debt, comprising its longest-dated US dollar offering to date and its debut euro notes offering. Strong investor demand resulted in attractive pricing that reduced our average funding cost. The group has no debt maturities due until 2025.

We ended the period with a strong and liquid balance sheet. We had net debt of US$3.1bn, comprising US$4.8bn in cash and cash equivalents (including short-term cash investments), net of US$7.9bn in interest-bearing debt (excluding capitalised lease liabilities). In addition, In April 2021, we received US$14.6bn from the sale of a 2% interest in Tencent Holdings Limited. Proceeds from this sale further strengthened our financial flexibility for further investment. We also hold an undrawn US$2.5bn revolving credit facility. Overall, we recorded a net interest expense of US$179m for the period.

Consolidated free cash inflow was US$126m, an improvement on the prior year's free cash outflow of US$338m. This was driven by growth in our Ecommerce profitability, dividends received from Tencent of US$458m (2020: US$377m), and improved working capital management.

We continue to explore growth opportunities to expand our ecosystem and position the business for sustainable growth. Across the group, we invested US$3.6bn, notably:

In our Classifieds unit, we merged letgo and OfferUp into a business with national reach across the United States (US), well positioned in a highly competitive market. As part of the transaction, we contributed US$100m to support its continued growth and monetisation. We injected our Middle Eastern Classifieds assets into Emerging Markets Property Group (EMPG) and contributed US$75m in a financing round that valued the business at over US$1bn. Our joint venture OLX Brazil completed the US$520m (BRL2.9bn) acquisition of leading real estate vertical Grupo ZAP, strengthening its positioning in the real estate market.

In Food Delivery, we acquired an additional 8% interest in Delivery Hero on 31 March 2021 for US$2.6bn to offset current and future dilution. We remain the largest shareholder.

In Payments and Fintech, we invested an additional US$67m in Remitly to expand its suite of products.

Finally, we focused on increasing our exposure to Edtech by investing US$60m in Eruditus, a global professional higher-education online platform. In November, we announced a total investment commitment of US$500m in Skillsoft via Churchill Capital Corp II's special-purpose acquisition company, which closed in June 2021. The transaction creates a leading digital-learning company with a comprehensive suite of on-demand and live virtual content.

There were no new or amended accounting pronouncements effective 1 April 2020 with a significant impact on the group's consolidated financial statements.

Effective 1 April 2020, the group made a voluntary change to its accounting policy on the subsequent measurement of written put option arrangements with non-controlling shareholders. Subsequent changes in the carrying value of put option liabilities previously recognised in the income statement in 'Other finance income/(costs) - net' are now recognised through equity. We adopted this change in accounting policy retrospectively, but the impact is insignificant to the summarised consolidated statement of financial position as all previous remeasurements recognised through the income statement are already accumulated in equity as at the effective date of the change.

Dividend

(All figures in euro cents unless stated otherwise.)

The board recommends that a distribution is made to the Prosus shareholders, in the form of a capital repayment, of 14 euro cents per ordinary share N. If the exchange offer transaction announced by Prosus on 12 May 2021 is implemented and settlement takes place, the distribution on the ordinary shares N held by Naspers will be capped at Naspers's effective economic-interest percentage of the total distribution as outlined in the amended articles of association. Simultaneously to the distribution of the ordinary shares N, a distribution will be made on the ordinary shares A1, and, if the exchange offer is implemented and settled, the ordinary shares B, in each case in accordance with the distribution rights attached to such shares under the articles of association.

Holders of ordinary shares N as at 29 October 2021 (the Dividend Record Date) who do not wish to receive a capital repayment can elect to receive a dividend instead. A choice for one option implies an opt-out of the other option. If confirmed by shareholders at the Prosus annual general meeting on 24 August 2021, elections to receive a dividend instead of a capital repayment will need to be made by holders of ordinary shares N by 15 November 2021. Capital repayments and dividends will be payable to shareholders recorded in the books on the Dividend Record Date and paid on 24 November 2021. Capital repayments will be paid from share capital for Dutch tax purposes. No dividend tax will be withheld on the amounts of capital reductions paid to shareholders. Holders of ordinary shares N electing to receive a dividend will receive a dividend declared from retained earnings.

Dividends will be subject to the Dutch dividend tax rate of 15%. Dividends payable to holders of ordinary shares N who elect to receive a dividend and who hold their ordinary share N through the listing of the company on the JSE will, in addition to the Dutch dividend withholding tax, be subject to South African dividend tax at a rate of up to 20%. The amount of additional South African dividend tax payable will be calculated by deducting from the 20% South African dividend tax otherwise due, a rebate equal to the Dutch dividends tax paid in respect of the dividend (without any right of recovery). Those shareholders, unless exempt from paying dividend tax or entitled to a reduced withholding tax rate in terms of an applicable tax treaty, will be subject to a maximum of 20% total dividend tax. Holders of ordinary shares N that do not elect for a dividend will automatically receive a capital repayment which will not be subject to Dutch and South African dividend tax.

The issued share capital as at 19 June 2021 was 1 612 777 577 ordinary shares N (excluding 11 874 493 ordinary shares N held by the company as treasury shares) and 3 511 818 ordinary shares A1.

Preparation of the short-form results announcement

The preparation of the short-form results announcement was supervised by the group's financial director, Basil Sgourdos CA(SA). These results were made public on 21 June 2021.

ADR programme

Bank of New York Mellon maintains a GlobalBuyDIRECT^SM plan for Prosus N.V. For additional information, please visit Bank of New York Mellon's website at www.globalbuydirect.com or call Shareholder Relations at 1-888-BNY-ADRS or 1-800-345-1612 or write to: Bank of New York Mellon, Shareholder Relations Department - GlobalBuyDIRECT^SM, Church Street Station, PO Box 11258, New York, NY 10286-1258, USA.

Important information

This report contains forward-looking statements as defined in the United States Private Securities Litigation Reform Act of 1995. Words such as 'believe', 'anticipate', 'intend', 'seek', 'will', 'plan', 'could', 'may', 'endeavour' and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying such statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances and should be considered in light of various important factors. While these forward-looking statements represent our judgements and future expectations, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. The key factors that could cause our actual results performance, or achievements to differ materially from those in the forward-looking statements include, among others, changes to IFRS and the interpretations, applications and practices subject thereto as they apply to past, present and future periods; ongoing and future acquisitions; changes to domestic and international business and market conditions such as exchange rate and interest rate movements; changes in the domestic and international regulatory and legislative environments; changes to domestic and international operational, social, economic and political conditions; the occurrence of labour disruptions; and industrial action and the effects of both current and future litigation. We are not under any obligation to (and expressly disclaim any such obligation to) revise or update any forward-looking statements contained in this report, whether as a result of new information, future events or otherwise. We cannot give any assurance that forward-looking statements will prove to be correct and investors are cautioned not to place undue reliance on any forward-looking statements contained herein.

Further information

This short-form results announcement is the responsibility of the directors and is only a summary of the information in the summarised consolidated financial statements. This short-form results announcement was released on 21 June 2021 and the summarised consolidated financial statements can be found on the company's website, www.prosus.com, and can be viewed on the JSE link, https://senspdf.jse.co.za/documents/2021/jse/isse/PRXE/YE21.pdf. Copies of the summarised consolidated financial statements may also be requested from the company's registered office, at no charge, during office hours. The summarised consolidated financial statements for year ended 31 March 2021 have been audited by PricewaterhouseCoopers Inc., our independent auditor. Their unqualified report is appended to these summarised consolidated financial statements available on www.prosus.com. Any investment decision should be based on the summarised consolidated financial statements published on SENS and the company's website. The information in this short-form results announcement has been extracted from the reviewed information published on SENS, but the short-form results announcement itself was not reviewed.

On behalf of the board

Koos Bekker                                        Bob van Dijk

Chair                                                       Chief executive

Cape Town

19 June 2021

Directors: JP Bekker (chair), B van Dijk (chief executive), EM Choi, HJ du Toit, CL Enenstein, M Girotra, RCC Jafta, FLN Letele, D Meyer, R Oliveira de Lima, SJZ Pacak, V Sgourdos, MR Sorour, JDT Stofberg, BJ van der Ross, Y Xu

Company secretary: G Kisbey-Green

Registered office: Symphony Offices, Gustav Mahlerlaan 5, 1082 MS Amsterdam, the Netherlands

Transfer secretaries: ING Bank N.V., Bijlmerplein 888, 1102 MG Amsterdam, the Netherlands

JSE Sponsor: Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton 2196, South Africa

JSE transfer secretary: Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg 2196, South Africa

Euronext listing agent: ING Bank N.V., Bijlmerplein 888, 1102 MG Amsterdam, the Netherlands

Crossborder settlement agent: Citibank, N.A. South Africa Branch, 145 West Street, Sandown, Johannesburg 2196, South Africa

Euronext paying agent: ABN AMRO Bank N.V., Corporate Broking & Issuer Services, HQ7212, Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands