PROSUS N.V. ANNOUNCES CASH TENDER OFFERS FOR ANY AND ALL OF ITS 4.850% NOTES DUE 2027 AND FOR UP TO THE CAPPED MAXIMUM AMOUNT OF ITS 3.257% NOTES DUE 2027

AMSTERDAM, July 6, 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, is offering to purchase for cash any and all of its outstanding 4.850% Notes due 2027 (the “Any and All Notes”) validly tendered on or before the Expiration Date (the “Any and All Tender Offer”).

In addition, the Company is offering to purchase for cash its outstanding 3.257% Senior Notes due 2027 (the “Capped Tender Offer Notes”) for an aggregate Total Consideration (excluding Accrued Interest) payable in respect of such Capped Tender Offer Notes validly tendered up to the Capped Maximum Amount. The “Capped Maximum Amount” means the amount equal to the aggregate principal amount of the Proposed New Notes Offering (as defined below) less U.S.$614,146,000 (the “Capped Maximum Amount”).

The Any and All Notes and the Capped Tender Offer Notes are herein referred to as the “Notes”. The offer to purchase the Capped Tender Offer Notes are herein referred to as the “Capped Tender Offer”. The Capped Tender Offer together with the Any and All Tender Offer are herein referred to as the “Offers”, and each, an “Offer”.

The following tables set forth certain information relating to the Offers:

The purpose of the Offers, together with the concurrent proposed offering (the “Proposed New Notes Offering”) of the new senior notes (the “New Senior Notes”) is to proactively manage the Company’s debt portfolio and to extend the average maturity profile of the Company’s existing debt.

Consummation of each Offer is subject to the satisfaction of certain conditions, including, without limitation, the pricing of no less than U.S.$1.0 billion in aggregate principal amount of the Proposed New Notes Offering (the “New Financing Condition”) and the conditions set out in the Offer to Purchase dated July 6, 2026 relating to the Offers (the “Offer to Purchase”). Subject to applicable law, the Company reserves the right, in its sole discretion, to waive any and all conditions to either Offer, including to increase the Capped Maximum Amount. Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Offer to Purchase.

A Holder that has validly tendered, or indicated its firm intention to tender, its Notes for purchase pursuant to the Offers and wishes to subscribe for New Senior Notes in addition to tendering Notes for purchase pursuant to the Offers may, after having made a separate application for the purchase of such New Senior Notes to a Dealer Manager (in its capacity as a joint bookrunner in the Proposed New Notes Offering), at the sole and absolute discretion of the Company, receive priority (the “New Issue Priority”) in the allocation of the New Senior Notes, subject to the issue of the New Senior Notes. When considering allocation of the New Senior Notes, the Company may give preference to those Holders who, prior to such allocation, have tendered, or indicated to the Company or any of the Dealer Managers their firm intention to tender Notes (and at the same time have communicated the principal amount of Notes to which such intention relates) and subscribe for New Senior Notes. Any allocation of the New Senior Notes may, subject to the sole and absolute discretion of the Company, be less than, equal to or greater than the aggregate principal amount of the Notes tendered or firmly indicated to be tendered.

However, the Company is not obliged to allocate any New Senior Notes to a Holder who has validly tendered or indicated its firm intention to tender its Notes pursuant to the Offers. Any allocation of the New Senior Notes, while being considered by the Company as set out above, will be made in accordance with standard new issue procedures.

Any investment decision to purchase any New Senior Notes should be made solely on the basis of the information contained in the prospectus prepared in connection with the Proposed New Notes Offering, and no reliance should be placed on any information other than that contained in such prospectus.

Any Holder that wishes to subscribe for New Senior Notes in addition to tendering Notes for purchase pursuant to the Offers should, as soon as practicable, indicate to any Dealer Manager its firm intention to tender Notes for purchase pursuant to the Offers and the principal amount of Notes that it intends to tender, in order for this to be taken into account as part of the New Senior Notes allocation process.

The Total Consideration payable per U.S.$1,000 principal amount of Any and All Notes validly tendered pursuant to the Any and All Tender Offer will be the amount calculated in accordance with Appendix A to the Offer to Purchase that would reflect a yield equal to the sum of (i) the Reference Yield (as defined below) determined at 11:00 a.m. (New York City time) on July 14, 2026, unless extended by the Company in its sole discretion (such date and time, as the same may be extended, the “Any and All Price Determination Date”) plus (ii) the fixed spread as specified in the first table on the first page of this announcement (the “Fixed Spread”). The “Reference Yield” means the mid yield to maturity (rounded to the nearest 0.001%, with 0.0005% rounded upwards), determined in accordance with market convention, of the U.S. Treasury Reference Security listed in the first table on the first page of this announcement (the “Reference Security”), based on the mid-price for the Reference Security, with such mid-price being calculated as the arithmetic average of the bid-side price and ask-side price for the Reference Security as reported on the Bloomberg Reference Page (as specified in the first table on the first page of this announcement) at the Any and All Price Determination Date. The sum of the Fixed Spread and the Reference Yield is referred to as the “Repurchase Yield.”

Specifically, the Total Consideration per U.S.$1,000 principal amount of the Any and All Notes will equal: (a) the present value per U.S.$1,000 principal amount of all remaining payments of principal and interest on the Any and All Notes to be made to (and including) the Any and All Notes Maturity Date, in accordance with standard market practice, discounted to the Settlement Date, at a discount rate equal to the Repurchase Yield, minus (b) Accrued Interest (to the Settlement Date) on the Any and All Notes per U.S.$1,000 principal amount of such Notes. Such calculation will be made in accordance with the formula set forth in Appendix A to the Offer to Purchase.

The Total Consideration for the Capped Tender Offer Notes validly tendered and accepted for purchase will be the “Total Consideration” specified in the second table on the first page of this announcement.

If the aggregate Total Consideration (excluding Accrued Interest) payable in respect of all validly tendered Capped Tender Offer Notes on the Settlement Date would cause the Capped Maximum Amount to be exceeded, then the Capped Tender Offer will be oversubscribed. In that case, the Capped Tender Offer Notes accepted for purchase on the Settlement Date may be accepted on a prorated basis, as more fully described in the Offer to Purchase.

In addition to the Total Consideration, all Holders whose Notes are validly tendered and accepted for purchase will also receive accrued and unpaid interest on such Notes from, and including, the applicable last interest payment date up to, but not including, the Settlement Date (“Accrued Interest”), payable on the Settlement Date.

Any and All Notes not purchased in the Any and All Tender Offer will remain outstanding. Following settlement of the Any and All Tender Offer, the Company may elect to exercise its optional redemption right in respect of any outstanding Any and All Notes, in accordance with the terms and conditions of the Any and All Notes. The Company may issue a notice of redemption as soon as practicable following the pricing of the Proposed New Notes Offering. Accordingly, Holders of Any and All Notes who do not tender their notes in the Any and All Tender Offer may have their notes redeemed 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.

INDICATIVE TIMETABLE

The following table sets out the expected dates and times of the key events relating to the Offers. This is an indicative timetable and is subject to change.

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 will be 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.

NOTICE AND DISCLAIMER 

This announcement is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes. This announcement does not describe all the material terms of the Offers and no decision should be made by any Holder on the basis of this announcement. The terms and conditions of the Offers are described in the Offer to Purchase. This announcement must be read in conjunction with the Offer to Purchase, which contains important information which should be read carefully before any decision is made with respect to the Offers. If any Holder or beneficial owner is in any doubt as to the contents of this announcement, or the Offer to Purchase, or the action it should take, it is recommended to consult its own tax, accounting, financial and legal advisers before participating in the Offers.

This announcement contains information that qualifies, or may qualify, as inside information within the meaning of Article 7(1) of the Market Abuse Regulation (EU) 596/2014.

Cautionary Statement

This announcement and the Offer to Purchase, including the documents incorporated by reference therein includes forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control and all of which are based on the Company’s current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as “aim”, “annualized”, “anticipate”, “assume”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “goal”, “hope”, “intend”, “likely”, “may”, “objective”, “plan”, “position”, “potential”, “predict”, “project”, “risk”, “seek”, “should”, “target”, “will” or “would” or the highlights or the negatives thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts.

These forward-looking statements and other statements contained in this announcement and the Offer to Purchase, including the documents incorporated by reference therein, regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.

Forward-looking statements in this announcement and the Offer to Purchase, including the documents incorporated by reference therein, speak only as of the date they are made. Except as required by applicable laws and regulations, the Company expressly disclaims any obligation or undertaking to update or revise the forward-looking statements contained in this announcement and the Offer to Purchase to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based.

OFFER AND DISTRIBUTION RESTRICTIONS

General
This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Offers are being made solely by means of the Offer to Purchase. Neither the Company, the Dealer Managers nor the Information and Tender Agent makes any recommendation as to whether Holders should tender any or all of their Notes for payment pursuant to the Offers.

The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by the Company, the Dealer Managers and the Information and Tender Agent to inform themselves of and to observe any such restrictions.

Neither this announcement nor the Offer to Purchase constitutes, nor may they be used in connection with, an offer to buy Notes or a solicitation to sell Notes by anyone in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. Neither the Company, the Dealer Managers nor the Information and Tender Agent accepts any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.

European Economic Area
The Offers are not being made in any Member State of the European Economic Area, other than to persons who are “qualified investors” as defined in Regulation (EU) No 2017/1129 (as amended, the “Prospectus Regulation”), or in other circumstances falling within Article 1(4) of the Prospectus Regulation. This EEA selling restriction is in addition to any other selling restrictions set out in the Offer to Purchase.

United Kingdom
The communication of this announcement and the Offer to Purchase by the Company and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”), as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to persons outside the United Kingdom and those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)), persons who are within Article 43(2) of the Order, persons who are qualified investors of the kind described in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.), and persons who otherwise fall within an exemption set forth in the Order such that section 21(1) of the FSMA does not apply or any other persons to whom the Offers may otherwise lawfully be made under the Order and all other applicable securities laws.

Italy
None of the Offers, the Offer to Purchase or any other document or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Offers are being carried out in Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Offers through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offers.

France
The Offers are not being made, directly or indirectly, to the public in the Republic of France (“France”). Neither this announcement nor the Offer to Purchase nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), acting for their own account, with the exception of individuals, within the meaning ascribed to them in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, and applicable regulations thereunder, are eligible to participate in the Offers. This announcement, the Offer to Purchase and any other documents or offering materials relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Belgium
Neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services et marchés financiers) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, this announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.

South Africa
The communication of this announcement and the Offer to Purchase by the Company and any other documents or materials relating to the Offers should not be construed as constituting any form of investment advice or recommendation, guidance or proposal of a financial nature under the South African Financial Advisory and Intermediary Services Act, 37 of 2002 (as amended or re-enacted). The Offers are not being made to and do not constitute an “offer to the public” (as such term is defined in the South African Companies Act, 71 of 2008 (the “SA Companies Act”)) and the Offer to Purchase is not, nor is it intended to constitute, a “registered prospectus” (as such term is defined in the SA Companies Act) prepared and registered under the SA Companies Act.

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SOURCE Prosus N.V.