AMSTERDAM, July 8, 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 Capped Maximum Amount of its previously announced cash tender offer for its outstanding 3.257% Senior Notes due 2027 (Rule 144A CUSIP / ISIN: 74365P AG3 / US74365PAG37) (Regulation S CUSIP / ISIN: N7163R AW3 / USN7163RAW36) (the "Capped Tender Offer"), which is the aggregate principal amount of the New Senior Notes (as defined below) less U.S.$614,146,000.

On July 7, 2026, the Company priced 5.528% Senior Notes due 2033 in an aggregate principal amount of U.S.$650,000,000 and 5.873% Senior Notes due 2036 in an aggregate principal amount of U.S.$1,000,000,000 (together, the "New Senior Notes") under its U.S.$12,000,000,000 Global Medium Term Note Program. As a result, the Capped Maximum Amount for the Capped Tender Offer is U.S.$1,035,854,000. As the aggregate principal amount of the Capped Tender Offer Notes outstanding is U.S.$1,000,000,000, the Company will accept for purchase up to U.S.$1,000,000,000 aggregate principal amount of the Capped Tender Offer Notes validly tendered.

Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Offer to Purchase dated July 6, 2026 (the "Offer to Purchase").

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.

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.

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.