ENTITLEMENT RATIO
As outlined in the Declaration Announcement, the Entitlement Ratio is determined on the basis of the principles set out in paragraph 4.5 of the Circular titled “Key parameters of the Proposed Transaction (calculated/estimated as at 30 June 2023)”, but is based on the stable Naspers and Prosus share counts established following the temporary suspension of the Repurchase Programme from Wednesday, 30 August 2023.
Based on the share counts for Naspers and Prosus as at Wednesday, 30 August 2023, the Proposed Transaction results in the following entitlement ratios pursuant to the Prosus Capitalisation Issue:
1.17960 new listed Prosus Ordinary Shares N will be issued for each existing Prosus Ordinary Share N held as at the Transaction Record Date, and with Naspers having irrevocably and antecedently waived its entitlement under the Prosus Capitalisation Issue, resulting in a total of 808,533,377 new listed Prosus Ordinary Shares N issued to Prosus Free-Float Shareholders;
1,990,089 Prosus Ordinary Shares A will be issued to Prosus A Shareholders in accordance with the entitlement ratio of 0.4465437 new Prosus Ordinary Shares A for each Prosus Ordinary Share A held on the Transaction Record Date pursuant to the Prosus Articles of Association and in order to maintain the economic interest of Prosus A Shareholders that exists immediately prior to implementing the Prosus Capitalisation Issue; and
1,741,029,828 Prosus Ordinary Shares B, with minimal economic value, will be issued to Naspers in accordance with the entitlement ratio of 1.5427717 new Prosus Ordinary Shares B for each Prosus Ordinary Share B held on the Transaction Record Date pursuant to the Prosus Articles of Association in order to maintain Naspers’ voting control in Prosus of not less than 72%.