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prosus CHAIR'S LETTER Dear shareholder , I am pleased to invite you to the extra - ordinary general meeting ( " EGM " ) of Prosus N.V. ( " the Company " or " Prosus " ) . This will be held at 14:00 ( Central European time ) on Friday 9 July 2021 . Due to the continued impact of the Covid - 19 pandemic , the EGM will be held virtually , without the option for shareholders to participate in - person , in accordance with the Temporary Act Covid - 19 Justice and Safety ( the " Temporary Act " ) . Should this act no longer apply on the date of the meeting , the EGM will be held on the same date and the same time at the offices of ABN AMRO Bank N.V. , Gustav Mahlerlaan 10 , 1082 PP Amsterdam , the Netherlands . ( Some restrictions on in - person visits may apply . ) We will , in any event , ensure virtual access to the EGM , which will be subject to the Prosus Policy regarding General Meetings of Shareholders . At the EGM our chief executive , Bob van Dijk , will outline the proposed transaction in which Prosus will make a voluntary exchange offer to Naspers N Shareholders on a pro rata basis . Among other aspects , the Naspers N Shareholders will be entitled , subject to certain terms and conditions , to exchange some of their Naspers N shares for New Prosus Ordinary Shares N in accordance with the Exchange Ratio ( the " Exchange Offer " ) . Other related matters ( together with the Exchange Offer , the " Proposed Transaction " ) will be dealt with . Following his presentation , we will have a full Q & A session before we vote on the resolution to approve the Proposed Transaction . Full explanations of the proposed resolution are set out in the explanatory notes to the enclosed notice , the shareholders ' circular , the Cross - Holding Agreement and the amendments to the Prosus Articles of Association ( the " Prosus Articles Amendment " ) . The board believes that the proposal to be put to you at the EGM is in the best interests of Prosus and all shareholders . Accordingly , the directors unanimously recommend that you vote in favour of the resolution , as they intend to do themselves in respect of their own shares . The EGM is an important opportunity for all shareholders to ask questions on the above matters and the proposal to be adopted . So as to assure a full response to a question asked in the EGM , it would be helpful if you could submit your questions in advance of the EGM , but latest at 14:00 CET on 6 July 2021. Follow - on questions may be posed during the meeting by those shareholders who submitted questions timeously in advance . Alternatively , you may find the answer to your question on our website . Enclosed with this letter is the notice of the EGM being convened , together with an agenda and explanatory notes . The shareholders ' circular , the Cross - Holding Agreement and the Prosus Articles Amendment ( both in Dutch and in English ) are also available on our website . If you would like to electronically grant a proxy with voting instructions to Joyce Leemrijse , civil law notary with Allen & Overy LLP in Amsterdam , please do so no later than 17:30 CET on Friday 2 July 2021 . Please refer to the information provided on page 4 of the notice . All your votes are important to us and I would urge you to cast your vote . For those who are registered in Prosus's register of shareholders , we enclose a proxy form with voting instructions .