REG - Prosus NV Naspers Limited - Trading Statement

Prosus NVAnnouncement

17/11/2025 07:00

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RNS Number : 7638H  Prosus NV  17 November 2025

Prosus N.V.

(Incorporated in the Netherlands)

(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)

AEX and JSE Share Code: PRX ISIN: NL0013654783

("Prosus")

 

Trading statement

Shareholders are advised that the Prosus group ("the Group") is finalising its
condensed consolidated interim financial statements for the period ended 30
September 2025.

 

Prosus N.V. ("Prosus") is a subsidiary of Naspers Limited ("Naspers"), a
company incorporated in South Africa and listed on the Johannesburg Stock
Exchange ("JSE") in South Africa.

 

For context, in terms of the JSE Listings Requirements, South African listed
entities with a primary listing on the exchange are obliged to issue a trading
statement as soon as they are reasonably certain that the upcoming financial
results would differ by at least 20% from those of the previous corresponding
period. Trading statements are generally issued to provide shareholders with a
range of outcomes in respect of key financial metrics.

 

The financial results of Prosus almost completely account for Naspers's
results. Based on Naspers's anticipated results for the period ended 30
September 2025, Naspers is required to issue a trading statement in terms of
the above JSE Listings Requirements. To ensure that shareholders of Prosus are
provided with equivalent information simultaneously, Prosus is issuing this
trading statement.

 

Core headline earnings per ordinary share Nfor continuing operations for the
period are expected to increase between 20.1%-28.5%. The board considers core
headline earnings a useful indicator of the operating performance of the
Group, as it adjusts for non-operational items.

 

Headline earnings per ordinary share N for continuing operations will rise
between 6.5%-15.9%.

 

Both of the above measures are driven by strong growth in revenue and
profitability of our consolidated Ecommerce businesses and our
equity-accounted investments, particularly Tencent. Core headline earnings per
share also benefited from the exclusion of foreign currency translation
losses, which are included in headline earnings.

 

Earnings per ordinary share Nfor continuing operations during the period is
expected to increase between 28.1%-37.0%. This is primarily due to increased
profitability in our consolidated and equity accounted results - primarily
Tencent, and also the gain on the sale of Tencent shares related to the share
repurchase programme. This gain is excluded from headline and core headline
earnings per share.

Illustrated below are the anticipated changes in earnings, headline earnings
and core headline earnings per share for continuing operations for the period
ended 30 September 2025 as compared to 30 September 2024 for continuing and
total operations:

 Continuing operations                            30 September  30 September             Expected increase

                                                  2024          2025 expected increase   %

                                                  US cents      US cents
 Earnings per ordinary share N ((1))              191           54-71                    28.1%-37.0%
 Headline earnings(***)per ordinary share N((1))  107           7-17                     6.5%-15.9%
 Core headline earnings(****) per ordinary share  144           29-41                    20.1%-28.5%

 N(1)

                                                    30 September  30 September             Expected increase

 Total operations                                   2024          2025 expected increase   %

                                                    US cents      US cents
 Earnings per ordinary share N((1))                 187           58-75                    30.8%-39.9%
 Headline earnings(***)per ordinary share N ((1))   106           8-18                     7.5%-17.0%
 Core headline earnings(****) per ordinary share N  143           30-42                    21.0%-29.4%

 (1)

The Group delivered on its commitment to increase profitable growth in the
first half of FY26, achieving strong financial and operational results.
Embracing The Prosus Way, our culture, that reinforced not only our focus on
results, but also on discipline, innovation and our people. We believe we are
not only delivering short term results but building the foundations for
continued growth over a long period. Our ecosystem model now serves
approximately 2 billion consumers worldwide and spans across nearly 100
companies with complementary capabilities.

More details will be published with the condensed consolidated interim
financial statements on Monday, 24 November 2025.

 

Financial information on which this trading statement is based has not been
subject to an independent audit or review by the Group's auditors.

 

*** Headline earnings represents net profit for the year attributable to the
Group's equity holders, excluding certain defined separately identifiable
remeasurements relating to, amongst others, impairments of tangible assets,
intangible assets (including goodwill) and equity-accounted investments, gains
and losses on acquisitions and disposals of investments as well as assets,
dilution gains and losses on equity-accounted investments, remeasurement gains
and

losses on disposal groups classified as held for sale and remeasurements
included in equity-accounted earnings, net of

related taxes (both current and deferred) and the related non-controlling
interests. These remeasurements are determined in accordance with Circular
1/2023, headline earnings, as issued by the South African Institute of
Chartered Accountants, at the request of the JSE Limited in relation to the
calculation of headline earnings and disclosure of a detailed reconciliation
of headline earnings to the earnings numbers used in the calculation of basic
earnings per share in accordance with the requirements of IAS 33 - Earnings
per Share, under the JSE Listings Requirements.

**** Core headline earnings, a non-IFRS performance measure, represent
headline earnings for the period, excluding certain non-operating items.
Specifically, headline earnings are adjusted for the following items to derive
core headline earnings: (i) equity-settled share-based payment expenses on
transactions where there is no cash cost to us. These include those relating
to share-based incentive awards settled by issuing treasury shares, as well as
certain share-based

payment expenses that are deemed to arise on shareholder transactions; (ii)
subsequent fair-value remeasurement of cash-settled share-based incentive
expenses; (iii) cash-settled share-based compensation expenses deemed to arise
from shareholder transactions by virtue of employment; (iv) deferred taxation
income recognised on the first-time recognition of deferred tax assets as this
generally relates to multiple prior periods and distorts current period
performance;

(v) fair-value adjustments on financial and unrealised currency translation
differences, as these items obscure our underlying operating performance; (vi)
one- off gains and losses (including acquisition-related costs) resulting from
acquisitions and disposals of businesses as these items relate to changes in
our composition and are not reflective of our underlying operating performance
and (vii) the amortisation of intangible assets recognised in business
combinations and acquisitions. These adjustments are made to the earnings of
businesses controlled by us, as well as our share of earnings of associates
and joint ventures, to the extent that the information is available.

 

((1)) Per share information is based on the net number of N ordinary shares in
issue during the respective periods. The A ordinary shareholders and B
ordinary shareholders share 1/5(th) and 1/1 000 000(th) respectively of the
earnings attributable to the external N shareholders as at 30 September 2025.
The earnings will be expected to increase in the same ratio as N ordinary
shareholders.

17 November 2025

Symphony Offices Gustav Mahlerlaan 5

1082 MS Amsterdam The Netherlands

 

Sponsor:

Investec Bank Limited

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