Commentary & Deal Flow

PROSUS N.V. ANNOUNCES PRICING FOR ITS PREVIOUSLY ANNOUNCED ANY AND ALL TENDER OFFER

AMSTERDAM, July 14, 2026 /PRNewswire/ -- Prosus N.V. (the "Company"), a public company with limited liability (naamloze vennootschap)under the laws of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, announced today the pricing of its previously announced cash tender offer (the "Any and All Tender Offer") for any and all of its outstanding 4.850% Notes due 2027 (the "Any and All Notes").

The Any and All Tender Offer was made upon and is subject to the terms and conditions set forth in the Offer to Purchase dated July 6, 2026 (the "Offer to Purchase"). Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Offer to Purchase.

The Company announced today that, on the terms and subject to the conditions in the Offer to Purchase, the Total Consideration for the Any and All Notes, as calculated at 11:00 a.m. (New York City time) on the date hereof in accordance with the Offer to Purchase, is set forth in the table below.

Notes:
^{(1) As of the commencement date of the Any and All Tender Offer. 
(2) Per U.S.$1,000 principal amount of Any and All Notes validly tendered and accepted for purchase pursuant to the Any and All Tender Offer.} 

In addition to the Total Consideration as set forth in the table above, all Holders whose Any and All Notes are validly tendered and accepted for purchase will also receive accrued and unpaid interest on such Any and All Notes from, and including, the last interest payment date up to, but not including, the Settlement Date, payable on the Settlement Date. The Settlement Date is expected to be July 16, 2026, unless extended by the Company.

The Any and All Tender Offer will expire at 5:00 p.m. (New York City time) today, unless extended or earlier terminated by the Company in its sole discretion. The Any and All Notes tendered for purchase may be validly withdrawn at any time prior to 5:00 p.m. (New York City time) today but not thereafter, except in certain limited circumstances where additional withdrawal rights are required by law.

The Company's obligation to accept for purchase and pay for validly tendered Any and All Notes is subject to the satisfaction or waiver of the conditions set out in the Offer to Purchase.

Any and All Notes not purchased in the Any and All Tender Offer will remain outstanding. The Company has elected to exercise its optional redemption right in respect of any outstanding Any and All Notes following settlement of the Any and All Tender Offer, in accordance with the terms and conditions of the Any and All Notes, and issued a notice of redemption on July 9, 2026. Accordingly, Holders of Any and All Notes who do not tender their notes in the Any and All Tender Offer will have their notes redeemed on August 10, 2026 at the applicable make-whole redemption price calculated in accordance with the terms and conditions of the Any and All Notes, which may be higher or lower than the Total Consideration for the Any and All Notes. Nothing in this announcement constitutes a redemption notice.

FURTHER INFORMATION

The Offer to Purchase sets out the full terms of the Offers. The Offer to Purchase and any other relevant notice and documents with respect to the Offers are available at https://clients.dfkingltd.com/prosus, operated by the Information and Tender Agent for the purpose of the Offers, and from the Information and Tender Agent at the telephone number or e-mail address set out below. Holders may also contact the Dealer Managers at the telephone numbers or addresses set out below for information concerning the Offers. Holders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offers.

THE INFORMATION AND TENDER AGENT