Prosus N : FY2024 Remuneration report

2024

REMUNERATION REPORT

(Extract from annual report 2024)

Improving everyday life for billions of people through technology

Remuneration report

We aim to attract, motivate and retain the best people to create sustainable shareholder value.

Craig Enenstein

Chair:

Human resources and remuneration committee

Members of the committee

› CL Enenstein (chair)

› JP Bekker

› R Oliveira de Lima

Dear shareholder

I am pleased to present the remuneration report for FY24, which includes current remuneration policies for the board as approved by shareholders in August 2022 with 87.89% of the votes, and which describes how the policies have been put into practice in FY24.

The remuneration policy supports business strategy, shareholder alignment and paying for performance, competitively and fairly. The remuneration policy and underlying principles support our long-term sustainable business growth in the diverse markets in which

we operate. The perspective and input of our stakeholders are considered in establishing and implementing the remuneration policy.

Business performance

On a consolidated basis, total revenue from continuing operations increased by US$520m, or 11% (19%), from US$4.9bn in the prior period to US$5.5bn. This was primarily due to strong revenue growth in Classifieds and Food Delivery. Consolidated trading loss of US$118m reflects a sizeable US$468m year-on-year (YoY) improvement. We have been particularly active

in managing our businesses to remain on track to deliver against our published financial commitments. In addition, we have made uncompromising decisions on capital allocation, including reallocating capital away from those companies with no clear path to profitability, recognising that growth is still essential.

The group's free cash outflow was US$422m, a sizeable YoY improvement. Tencent remains a meaningful contributor to cash flow via a stable dividend of US$759m.

Feedback received from our shareholders

The group is committed to ongoing dialogue with shareholders and seeks their views in an annual remuneration roadshow. Overall, shareholders are supportive of the designed compensation packages for our executive directors as transparent and aligned with the performance of the business and shareholders' outcomes.

However, during last year's roadshow, some shareholders raised some concerns including the continuation of the discount-linked incentive and the complexity of long-term incentive plans lacking publicly available performance

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conditions that can be independently tracked. There was a discussion and different shareholder views on whether management should be incentivised including Tencent versus the performance of the Ecommerce portfolio, excluding Tencent.

Furthermore, some shareholders expressed concern that the performance threshold for PSUs vesting was low and suggested to include some type of floor. Lastly, some shareholders requested more transparency on the Ecommerce valuation process or reliance on market data as opposed to a third-party valuation process.

How we have addressed this feedback

In line with shareholder feedback, over the past few years, we have made the following changes to our compensation programmes:

• Linked executive compensation to discount reduction by introducing a specific discount-linked STI KPI in FY22 to ensure focus on the material reduction of the discount to net asset value
• Introduced performance stock units (PSUs) with a clear performance condition
• Enhanced disclosure on STIs and LTIs, in particular, disclosing the performance peers and metrics for PSUs and adding disclosure on how payout decisions in STIs are determined, and retrospectively disclosing STI targets
• Enhanced disclosure on the Ecommerce portfolio valuation
• Since FY20, embedded sustainability outcomes, linking sustainability targets to STIs
• Shortened the expiration period of SARs from 10 years to six years.

In FY24, we carefully considered shareholder feedback and took the following steps:

• In April 2024, we have included a specific discount-linked STI KPI for the CFO, to ensure focus on the material reduction of the discount to net asset value is maintained
• The Naspers/Prosus PSU plans were reviewed against the context of external market and technology-specific industry data on PSU design, performance measurements and associated payouts. The committee approved the updated peer group, broadening the performance benchmark beyond industry peers and further aligning executive pay with long-term shareholder interests
• For PSUs, the committee approved our adjustment to the payment threshold from 25% to 30% for future awards in existing plans
• Some simplification of the LTI disclosure.

Remuneration report

Executive director remuneration

To incentivise long-term value creation, growth and shareholder alignment, we continued with a similar remuneration structure to prior years, with a strong focus on variable compensation linked to long-term business growth and performance.

On 18 September 2023, Bob van Dijk stepped down as chief executive as well as his position on the boards of Naspers and Prosus. He agreed to assist with the transition after this date, remaining as a consultant to the group until 30 September 2024. Ervin Tu assumed the role of interim chief executive of Naspers and Prosus. Ervin's remuneration is not included separately in this report due to the interim nature of his appointment.

After an extensive process, Fabricio Bloisi was appointed chief executive effective 10 July 2024. Details of his package will be published on the website. Ervin Tu will continue to play a critical role as president and CIO.

• Details of Bob's severance package are disclosed on page 96.

Looking forward to the year ahead

We welcome shareholder feedback and will continue to incorporate shareholder views in our remuneration policy and plans.

Craig Enenstein

Chair: Human resources and remuneration committee

22 June 2024

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Key focus areas during the year

• Reflecting business performance in FY24 remuneration decisions
• Defining a variable incentive mix aligned to the strategy and value creation
• Setting annual short-term incentive (STI) targets, including sustainability goals that are measurable, sufficiently stretched and linked to the group's strategy
• Improving disclosure on executive remuneration in the annual report, for greater transparency
• Continuing engagement with shareholders on remuneration topics and making design adjustments in response, where appropriate
• Monitoring market developments continually to ensure our remuneration structure allows us to compete globally for talent, and that our offering is compelling, fair and responsible.

Structure of report

In compliance with article 2:135b of the Dutch Civil Code, the European

Shareholder Rights Directive (SRD II) and the Dutch Corporate

Governance Code, this report is split into the following sections:

• Background and policy: A detailed view of our approach
  to remuneration and information on the components of our executive pay packages.

  Read more on page 90.

• Implementation of remuneration policy: Sets out information on how we implemented our policy for FY24.

  Read more on page 93.

  We conclude with an additional information section on page 105.

Note: All remuneration is presented at 100%, including the cost apportioned to Naspers.

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Background and policy

Philosophy

Our remuneration philosophy underpins our group strategy and the achievement of our business objectives. Our commitment to pay for performance and alignment with shareholder value creation drives all our remuneration activities and supports the ownership mentality and spirit of entrepreneurship in our teams around the world. We believe in a level playing field for our people across all our business operations, so we strive to pay fairly and responsibly. As much as possible, the structure

of our pay is consistent, regardless of seniority, ensuring equality of pay structures across all employees.

In the committee's view, the remuneration policy achieved its stated objectives in the year under review.

Five key principles guide our remuneration approach

Our competitive environment for talent

A global market for talent

We are a global rather than a Dutch company, operating in highly competitive industries and geographies. Most of our competitors are not listed in Amsterdam. Our remuneration practices are aligned within a global technology landscape and may differ from what is customary in the Dutch context. Executive talent comes from global leading listed organisations in the consumer internet and technology sector, which forms the basis of our executive remuneration benchmarking.

Policy

In this section, we outline our remuneration policy for executive directors.

Pay for performance

Remuneration for our executive directors (CEO and CFO) comprises base salary, STI, LTI, pension and other benefits. The approach is similar for the CEO's other direct reports.

Paying for

performance

Bigger rewards for those who make the greatest contribution.

Shareholder

alignment

Alignment with desired shareholder outcomes.

Achieving the business plan

Incentivisation of the

achievement of strategic, operational, sustainability and financial objectives

in the short and longer term.

Consistency and equality

Equal and transparent pay

for equal work.

Attracting and retaining talent

Our reward systems help

us attract, engage and retain

the best talent around the

world in a fair and

responsible way.

Our pay design links to our pay principles

		Pay for	Shareholder	Achieving the	Consistency	Attracting and
		performance	alignment	business plan		retaining talent
Fixed	›	Base salary reflects contribution of the individual and market value of the role
remuneration	›	Paid monthly in cash

• May be reviewed annually; any increase typically effective from 1 April each year
• Benefits typically include pension, medical insurance, life and disability insurance.

Fair	Responsible
Equitable	Independent
Equal pay for work of equal value	With oversight, top-down via the board
Relevant	Managed
Linked to personal, team and company performance	All employee pay decisions are properly overseen
Rational	Considered
Fairness and that we promote a diverse and inclusive	We apply judgement, avoiding formulaic appraisals that could lead
work environment and society	to unacceptable outcomes
	Sustainable
	Remuneration designed with sustainability in mind

Ensuring pay equality is embedded in the way we work. Through regular analyses, we compare compensation levels for groups of people performing similar jobs at similar scale companies. We conduct calibrations across the group as a standard process before (annual) reward decisions are taken, working to close unjustified pay gaps, should they exist. At all levels, we ensure our pay practices around the world are fair, competitive and above local minimum- wage standards. We ensure critical benefits and protection for our entire workforce are in line with the markets

in which we operate.

STI* -	› Discretionary annual performance-related incentive with performance measures tailored to the executives' roles and responsibilities
Annual	› Sustainability goals are set for the short and longer term
performance-	› Target and maximum bonus opportunities are the same (no payout for over-performance against target), and the standard STI is set at 100% of base
related	salary for the CEO and CFO
incentive	› The committee thoroughly assesses whether targets are rigorous and sufficiently stretched
	› STI payout is typically below the maximum 100% opportunity
	› Any STI payout is made in cash
	› The committee has the discretion to apply judgement in making appropriate adjustments to an annual bonus
	› The committee may consider an additional cash short-term incentive, aligned to specific shareholder interests, of no more than five times the annual
	fixed gross salary.
LTI* -	› PSUs are designed to incentivise an increase in the value of Ecommerce businesses (excluding Tencent) and to deliver superior returns
Performance	to shareholders
share units	› Three-yearcliff-vesting, subject to achieving the performance condition
(PSUs)	› Performance condition is the three-year compound annual growth rate (CAGR) of the Global Ecommerce SAR scheme, relative to a group of industry
	peers1
	› Vested PSUs are settled in shares
	› Details on page 91.
LTI* - Share	› SARs incentivise growth in the value of business units or an aggregation of underlying assets. See page 100 for details on the valuation process
appreciation	and performance of the Ecommerce portfolio linked to the SARs plan
rights (SARs)	› Any value upside delivered by individual businesses is offset by any value downside from other businesses. This ensures that senior executives'
	remuneration is negatively affected if individual businesses do not perform
	› The change in value is measured over a four-year period to ensure focus on the longer-term delivery of shareholder value
	› Any gains are settled in cash.
LTI* - Share	› Any gains are based on the growth in share price over a four-year period
options (SOs)	› Performance hurdle: Value is only delivered to participants if there is an increase in the share price

• Any gains are settled in shares.

1 At 1 April 2024 the peer group comprises Adyen N.V., Airbnb, Alphabet, Amazon, Auto Trader, Bajaj Finance, Block, Booking.com, Chewy, Coupang, Deliveroo plc., DoorDash, eBay, Etsy, Expedia group, FSN Ecommerce (Nykaa), IAC, Just Eat Takeaway.com, LY Corporation, Match group, MercadoLibre, Meta Platforms, Ocado group, One97 Comms, PayPal, Pinterest, Rakuten group, Sea Limited, Shopify Inc., Snap, Uber Technologies, Wayfair, Zalando SE, Zillow group and Zomato.

* Malus and clawback provisions apply to STI and LTI.

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Background and policy

Executive director participation in LTI plans

The committee reviews three key elements before determining the size of any award of PSUs, SARs or SOs:

• Superior business performance over the executive's tenure, leading to value creation in the scheme and for the shareholder
• Strong individual performance
• Industry benchmarking of executive compensation in consultation with external advisers, Willis Towers Watson and FW Cook.

LTI awards form a significant portion of total executive compensation. They are designed to incentivise the delivery of sustainable longer-term growth and provide alignment with our shareholders:

SARs

Instrument used to incentivise value creation in underlying Ecommerce business (excluding Tencent).

A right to benefit from any increase in value of the business. Performance hurdle is embedded, as there is no value to be gained unless there is an increase in value in the underlying, unlisted Ecommerce business (excluding Tencent) between grant and vesting/exercise.

SOs

Remuneration instrument used to align with shareholders incentivising executive management to full portfolio (including Tencent).

A right to buy a company share at a pre-agreed price. The performance hurdle is embedded, as there is no value to be gained unless there is an increase in a share value

If the threshold level of performance is not achieved, no shares are awarded to the participant. If above-maximum performance is achieved, no more than 200% of allocated shares are awarded.

The board remains committed to continuing on the journey for long-term value creation of the group. To emphasise that intent, FY25 remuneration will be adjusted accordingly. Further details are on page 98.

Blend of LTI	PSU	Global Ecommerce SAR	SOs
Plan	A performance share award	A right to benefit from any	A right to buy a company
characteristics	transferred to participants after	increase in value of the business	share at a pre-agreed price.
	time restrictions have passed,	unit over which an award	Vests over four years.
	subject to the performance	is made.
	condition being met.	Vests over four years.
	PSUs vest in full on the third
	anniversary of the grant, subject
	to the performance condition
	being met.

›	100% of the performance of our executive directors' LTI
	is determined by the performance of the company
	valuation of the underlying assets as well as other
	elements and, as such, is deemed 'at risk'
›	PSUs are linked to relative business performance and
	only vest if PSU performance conditions are met and

between grant and vesting/exercise. This instrument, as it is settled in Naspers and Prosus shares, includes Tencent.

PSUs

Instrument that aligns business strategy and objectives with executive compensation and shareholder returns.

Performance	Performance is determined
	against verifiable financial
	results and metrics.

Embedded performance hurdle as there is no value to be gained unless there is an increase

in value in the underlying, unlisted Ecommerce businesses (excluding Tencent) between grant and vesting/exercise.

Embedded performance hurdle as there is no value to be gained unless there is an increase in share value between grant and vesting/ exercise.

SARs or SOs are only exercisable if the value of the

underlying assets has increased, ensuring strict

alignment with our wider stakeholder interests.

Detailed scheme rules underpin the operation and governance by trustees of each scheme.

A blend of LTI

Our executive pay is heavily weighted towards longer- term value creation, typically delivered via PSUs, SARs and SOs. Each element of the LTI programme has

a distinct role in implementing a remuneration approach that drives longer-term growth and business performance. Our programmes are aligned with shareholder outcomes, fair and market competitive to ensure we attract and retain the best talent in the market (see adjacent table).

Achievement of the performance condition is assessed by the human resources and remuneration committee based on the performance of the Ecommerce CAGR, and validated by the valuations subcommittee as per

the process described on page 100.

The level of achievement relative to the performance condition at the end of the three-year performance period drives the number of shares that ultimately will vest:

• At threshold: 50% of allocated shares awarded if performance is at the 30th percentile of the peer group
• At target: 100% of allocated shares awarded
  if performance is at the median of the peer group
• At maximum: 200% of allocated shares awarded
  if performance is at the 75th percentile of the peer group.

The PSU threshold level of achievement was set

at the 25th percentile, and has been increased to the 30th percentile as from FY25, aligned to international best practices and considering the highly competitive set of comparator companies1.

Settlement	Depending on achievement	Gains, if any, are settled in cash.	On exercise, SOs are settled
	against performance condition,		in Naspers or Prosus
	between 0% and 200%		shares2, 3.
	of awarded PSUs may vest and
	Prosus or Naspers2 shares are
	delivered3 on vesting.
Focus on longer-	Value driven by longer-term	Third-party valuation driven	Market cap represents
term value	outcomes.	by longer-term projections4.	longer-term value.
creation
Aligned with	PSUs align business strategy,	Incentivises value creation	Aligned with shareholders,
shareholder	objectives and other elements	in underlying Ecommerce	incentivising executive
interests	with executive compensation	businesses (excluding Tencent).	management to reduce
	and shareholder returns.		discount to NAV.

1. As at 1 April 2024 the peer group comprises Adyen N.V., Airbnb, Alibaba group Ltd, Alphabet, Amazon, Auto Trader, Baidu, Bajaj Finance, Bilibili, Block, Booking.com, Chewy, Coupang, Deliveroo plc., DoorDash, eBay, Etsy, Expedia group, Exor N.V., FSN Ecommerce (Nykaa), IAC, JD.com, Just Eat Takeaway.com, Kinnevik AB, Kuaishou Technology, LY Corporation, Match group, Meituan, MercadoLibre, Meta Platforms, NetEase, Ocado group, One97 Comms, PayPal, Pinterest, Pinduoduo, Rakuten group, Schibsted ASA, Sea Limited, Shopify Inc., Snap, SoftBank group, Trip.com group, Uber Technologies, Vipshop Ltd, Wayfair, Zalando SE, Zillow group and Zomato.
2. The issue of PSU and SO awards, if any, will gradually be rebalanced between Prosus and Naspers shares, aligned with the free-float ownership in Prosus and Naspers.
3. Shares are purchased in the market for cash to avoid shareholder dilution as a result of the company settling its LTI award obligations.
4. See page 100 for details on the valuation process.

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Background and policy

Governance

Stakeholder engagement

Shareholder voting at annual general meetings

	2023	2022	2021
	(% in favour)	(% in favour)	(% in favour)
Remuneration report	84.89	86.48	85.00
Remuneration policy1	n/a	87.89	83.98
Non-executive directors' remuneration	99.42	-	-

Service contracts

Executive directors' contracts comply with terms and conditions in the relevant local jurisdiction.

	Basil Sgourdos
Date of appointment at the group	1 August 1995
Date of appointment to current	1 July 2014
position
Employer notice period	Three months

Other non-executive roles

Dual responsibilities

Non-executive directors receive no additional compensation for their dual responsibilities to Naspers and Prosus. However, the aggregate cost of their compensation is currently allocated 70% to Prosus and 30% to Naspers. The split was determined based on the underlying assets and amount of time required to sufficiently assume their dual responsibilities.

Terms of appointment

The board has procedures for appointing and orienting directors. The nominations committee periodically

Percentages included above relate to votes for ordinary shares N, ordinary shares B and ordinary shares A1 exercised at the annual general meeting.

We have outlined the committee's decision process on remuneration on page 87. A remuneration section is included on our investor pages on our website

at www.prosus.com.

Post publication of the FY23 remuneration report,

the committee chair, head of investor relations, group company secretary and head of rewards engaged with key stakeholders on the group's remuneration policy and implementation report.

The primary feedback from our engagements was the maintenance of the discount-linked incentive, reduction of the long-term incentive plans, complexity and the introduction of publicly available performance conditions that can be independently tracked.

Executive directors

Recruitment policy

On appointing a new executive director, their package will be in line with our remuneration policy and the market.

Termination policy

Executive directors' contracts do not contain clauses that provide a benefit on termination. Payments in lieu

of notice may be made to executive directors, comprising salary for the unexpired portion of the notice period. Such payments may be phased. On termination, there is no entitlement to an annual performance-related incentive (STI). However, the committee retains the discretion

to award a bonus to a leaver during the financial year, considering the circumstances of their departure, considering pro-rating for time and actual performance achieved.

There is no entitlement to a particular severance package in executive directors' contracts.

Details of Bob van Dijk's severance package are disclosed on page 96.

Malus and clawback

Malus and clawback provisions apply to STIs and LTIs awarded to executive directors and the CEO's direct reports (in line with article 135(6) and (8) of Book 2 of the Dutch Civil Code and our remuneration policy). All or part of the unpaid STI and unvested LTI may be modified

or cancelled. In addition, all or part of the vested LTI may be claimed back. Malus and clawback provisions may be invoked for certain material events, including cases of material financial misstatement or gross misconduct on the part of the executive director or direct reports

of the CEO.

Executive directors do not hold any board positions outside the Prosus and Naspers groups.

Non-executive directors

The fee structure for non-executive directors has been designed to ensure we attract, retain and appropriately compensate a diverse and internationally experienced board of non-executive directors, given the highly competitive global markets in which we operate.

Non-executive directors receive an annual fee

as opposed to a fee per meeting, which recognises their ongoing responsibility for effective control of the company. They may also receive an additional fee for group board committees and subsidiary boards,

to reflect additional responsibilities and associated time commitments. Remuneration is reviewed regularly and not linked to the company's share price or performance. Non-executive directors do not qualify for share allocations under the group's incentive schemes.

The remuneration of non-executive directors is determined after regular benchmarking that primarily considers international comparators in the consumer internet and media sectors, as well as the top 10 AEX-listed and JSE- listed companies.

assesses skills represented on the board and determines whether these meet the company's needs. The board and its committees complete annual self-evaluations. Directors are invited to give input in identifying potential candidates and we frequently engage the services

of a reputable search firm. Members of the nominations committee propose suitable candidates for consideration by the board. A fit-and-proper evaluation is performed for each candidate.

Retirement and re-election of non-executive directors

The governance structures of Prosus and Naspers mirror each other in an identical one-tier board structure

of executive and non-executive directors.

All non-executive directors are subject to retirement and re-election by shareholders every three years. The names of non-executive directors submitted for election or reelection are accompanied by brief biographical details to enable shareholders to make an informed decision on their election. The reappointment of non-executive directors is not automatic.

1 In 2022 and 2021, the resolution regarding adoption of the remuneration policy of the executive and non-executive directors was put to shareholders as a single item. In 2023, no amendments to the remuneration policy were proposed and was, therefore, not put to shareholders.

Implementation of remuneration policy

Aligning remuneration to our strategy and performance

We outline how our remuneration policy for executive directors was implemented in FY24 and how we intend to operate it in FY25. All decisions on executive remuneration have been made in line with our remuneration policy for this financial year and reflect our business performance.

Investing for sustainable long-term value creation

Prosus competes with tech companies of every size in the consumer internet industry worldwide. To compete effectively, our assets need to reach scale - in user numbers and markets served - relatively quickly. For Prosus, this translates to significant investment and support through their early loss-making years: our diverse portfolio allows us to sustain this investment phase or divest from assets that no longer meet our stringent criteria. This is a strategic choice as we search for entrepreneurs who can build global tech leaders addressing societal needs in high-growth markets. At the same time, we have an obligation to shareholders who entrust their capital to Prosus to create sustainable, long-term value through disciplined capital allocation and robust financial performance. Against

our stated goal of profitability across our core Ecommerce segment by H1 FY25, it is appropriate to incentivise management to find the correct balance between investing for growth and competing effectively.

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Business performance and remuneration outcomes

Executive directors' remuneration versus company performance

	FY24	FY231	FY22	FY21	FY206	CAGR2
	(%)	(%)	(%)	(%)	(%)	(%)
CFO remuneration	(40)
Cash3 YoY change	98	(9)	5	13	3
LTI4 YoY change	100	(100)	(2)	17	26	4
Company performance	12	7	24	33	23	17
Organic revenue growth5
Organic revenue growth6	17
(excluding Tencent)	31	50	51	32	31
Ecommerce share price growth	2	(24)	(22)	55	15	(2)

Compensation is substantially 'at risk' and longer term

The human resources and remuneration committee emphasises the importance of aligning the remuneration outcomes

of our CFO to pay for performance, shareholder value creation and long-term growth; that is why our remuneration structures are highly 'at risk', with a strong focus in the long term.

Remuneration mix awarded in FY24

Basil Sgourdos (%)

●	Annual fixed pay	13	● Annual fair value LTI 76
●	Annual STI (target)	11

1. Includes continuing operations (excluding a portion of OLX Autos).
2. Period CAGR is between FY20 and FY24.
3. Base salary + benefits + actual bonus payout, using the currency in which the CFO (in US$) is paid. The primary reason for the FY23 increase is the inclusion of the discount-linked STI.
4. Fair value at grant, using the currency (US$) in which we grant LTIs.
5. Metric, excluding impact of foreign exchange (FX) and M&A.
6. FY20 growth measured from date of listing. It is noted that all remuneration is presented on a full-year basis and at 100%, including the cost that is apportioned to Naspers.

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Implementation of remuneration policy

Illustrating the implementation of our remuneration policy for executive directors in FY24, the tables below show a single figure for remuneration, as well as summarised STI and LTI.

Section 1: Chief financial officer - Basil Sgourdos

FY24 single-figure tables

							LTI1, 2										Proportion
						Naspers											of fixed
						Global											and
			Naspers	Prosus		Ecommerce	Naspers	Prosus									variable
			performance	performance		share	N share	N share		Naspers	Prosus Naspers	Prosus			Total	remunera-
	Base	Standard	share units	share units		appreciation	options	options		PSUs	PSUs	SOs	SOs		Other	remune-	tion
Currency	salary	STI	(PSUs)	(PSUs)	PSUs	rights (SARs)	SOs	SOs	SO	(%)	(%)	(%)	(%) Pension	benefits3	ration4	(%)
€'000	1 168	1 109	1 899	2 524	4 423	2 224	316	421	737	42.9	57.1	42.9	57.1	92	19	9 772	13/87
US$'000	1 260	1 197	2 049	2 724	4 773	2 400	341	454	795	42.9	57.1	42.9	57.1	99	20	10 544	13/87

FY24 goals and achievements

Group financial goals5			Actual results		Actual payout
Weighting (%)	Target	(US$'000)	Outcome6	(US$'000)
Core headline earnings (including Tencent)	30	Achieve core headline earnings at target, including	2 139		378
		Tencent
Free cash flow to equity	10	Achieve free cash to equity inflow at target	375		126
Subtotal	40				504
Strategic, operational and sustainability goals	Weighting (%)	Target	Actual results	Outcome	Actual payout
Holding company discount	30	Ensured share buyback is sustained and identify	Details on page 14		378
		opportunities to simplify corporate structure
Taxation	5	Executed plans to navigate the changing global tax	Details on page 71		63
		landscape
Governance, internal audit and risk management	5	Ensured effective systems of internal control were	Details on page 79		63
		operated throughout the group's controlled entities
Balance sheet	10	Maintained our debt ratings and delivered	Details on page 6		126
		appropriate funding structures for M&A transactions
		the group considered
Sustainability: People	5	Improve employee engagement with a positive	Details on page 56		0
		engagement score of 71%
Sustainability: Climate sustainability	5	Majority-owned businesses to measure and document	Details on page 50		63
		material scope 3 emissions and obtain limited
		assurance from auditors
Subtotal	60				693
Total	100				1 197

1. Represents the grant date fair value in accordance with IFRS 2 of awards made during FY22, assuming on-target vesting for PSUs. The actual value accruing to the executive will depend on the real value created over the time of the award. PSUs and SOs will be partly settled in Naspers shares (approximately 43%) and partly in Prosus shares (approximately 57%). The figures disclosed in the 2023 remuneration report were estimated and therefore differs slightly form the figures reported in this table.
2. The total IFRS 2 expense is shown in note 42 'Related party transactions and balances' (executive directors remuneration) of the financial statements.
3. Medical insurance, life and disability insurance.
4. Executive directors are executive directors of both Naspers and Prosus. The costs of their remuneration as executive directors of these entities are split 10/90 between Naspers and Prosus. The remuneration paid to executive directors above reconciles with executive directors' remuneration disclosed in note 42 of the consolidated financial statements. In note 42, we show base pay, STI, pension and benefits at 90% of the aggregate cost as set out in this remuneration report, plus the full IFRS 2 expense of the LTI per footnote 1, minus the FY14 LTI awards in fair value at grant, as shown in this single-figure table.
5. Financial targets, actual results and outcomes based on Naspers economic-interest results.
6. Outcome assessed after adjustments for M&A, foreign exchange/constant currency and other approved items.

STI - FY24 goals, targets and achievements

STIs are based on financial, strategic, operational and sustainability performance targets tailored for each role, including financial objectives on the underlying business performance. The minimum STI payout is 0% of base salary, while the target and maximum STI opportunity are the same at 100% of base salary, ie there is no opportunity to overachieve on bonus payout.

We disclose STI goals and achievements for FY24, as well as FY24 targets, retrospectively. Measurements for bonus achievement were based on the business plan for FY24.

In the annual report, we have highlighted metrics for FY24 that were included in the STI of executive directors in the adjacent table.

The outcomes of the annual STI, as shown in the adjacent tables, resulted in annual bonus payout levels of US$1 197 or 95%

of base salary for Basil Sgourdos (CFO).

Special discount-relatedshort-term incentive

As detailed in our last report, a special one-year cash incentive for reducing the discount to net asset value was introduced, with the condition that this reduction be sustained or improved for FY24. For the active period of this incentive in FY23, the Prosus discount reduced materially from 54% to 38%, representing value creation of some US$16bn.

At 31 March 2024, the group discount was 37%. Accordingly, the human resources and remuneration committee deemed that the discount had been sustained/improved and the incentive was paid out as follows:

Basil Sgourdos US$2m

Bob van Dijk US$3.414m

No further discount-related incentive is proposed for FY25.

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Implementation of remuneration policy

LTI FY24

LTI awards represent a significant portion of total compensation. They are designed to incentivise the delivery of sustainable longer-term growth and value creation and align the interests of our management with our shareholders.

The entirety of our executive directors' LTI is determined by the performance of the company and growth in the valuation of the underlying assets and, as such, is deemed 'at risk'.

Balance of executive directors' unvested LTIs

As at 31 March 2024 (based on potential value using share prices on that date).

Basil Sgourdos (%)

●	Naspers PSUs 56	●	Prosus SOs 0
●	Prosus PSUs 41	●	Ecommerce SARs 1

• Naspers SOs 2

In the adjacent tables we set out information on unvested LTIs and awards that vested in FY24. Details of the group's LTI schemes settlement are disclosed

in note 37 on page 164 of the consolidated financial statements.

Overview of LTI awards

Main conditions of share plans						Number of unvested awards1		Value in US$
										Potential	Potential
						Opening			Closing	gain of	value of
						balance			balance	awards	unvested
					Strike price	1 April	Awarded	Vested	31 March	vested during	awards
Basil Sgourdos			Vesting		of option/	2023	during	during	2024	the year at	31 March
Performance metric	Award date	date(s)	Expiry date	SAR	(unvested)	the year	the year	(unvested)	vesting date2	20243
Naspers Performance	Three-year cliff - TSR	21/09/2020	21/09/2023	-	-	28 623	-	(28 623)	-	9 111 566	-
Share Units (PSUs)		21/06/2021	21/06/2024	-	-	16 472	-	-	16 472	-	2 929 165
		27/06/2023	27/06/2026	-	-	-	11 721	-	11 721	-	2 084 309
		Subtotal				45 095	11 721	(28 623)	28 193	9 111 566	5 013 474
Prosus Performance	Three-year cliff - TSR	26/08/2021	26/08/2024	-	-	15 995	-	-	15 995	-	1 093 669
Share Units (PSUs)		27/06/2023	27/06/2024	-	-	-	37 150	-	37 150	-	2 540 204
		Subtotal		-	-	15 995	37 150	-	53 145	-	3 633 873
Naspers Global	Four-year	16/07/2019	16/07/2023	16/07/2029	36.70	56 627	-	(56 627)	-	156 857	-
Ecommerce Share	measurement	21/09/2020	21/09/2023	21/09/2030	41.98	37 079	-	(37 079)	-	-	-
Appreciation Rights	of value growth	21/09/2020	21/09/2024	21/09/2030	41.98	37 080	-	-	37 080	-	-
(SARs)	of Ecommerce	21/06/2021	21/06/2023	21/06/2031	63.89	23 165	-	(23 165)	-	-	-
	business units	21/06/2021	21/06/2024	21/06/2031	63.89	23 165	-	-	23 165	-	-
	21/06/2021	21/06/2025	21/06/2031	63.89	23 166	-	-	23 165	-	-
		29/06/2023	29/06/2024	21/06/2031	34.98	-	35 490	-	35 490	-	27 672
		29/06/2023	29/06/2025	29/06/2029	34.98	-	35 490	-	35 490	-	27 672
		29/06/2023	29/06/2026	29/06/2029	34.98	-	35 490	-	35 490	-	27 672
		29/06/2023	29/06/2027	29/06/2029	34.98	-	35 493	-	35 493	-	27 674
		Subtotal				200 282	141 963	(116 871)	225 373	156 857	110 690
Naspers N Share	Four-yearshare-price	16/07/2019	16/07/2023	16/07/2029	3 494.00	2 055	-	(2 055)	-	149 760	-
Options (SOs)	growth	21/09/2020	21/09/2023	21/09/2030	2 827.88	2 105	-	(2 105)	-	17 521	-
		21/09/2020	21/09/2024	21/09/2030	2 827.88	2 105	-	-	2 105	-	59 052
		13/07/2021	13/07/2023	13/07/2031	2 819.37	1 372	-	(1 372)	-	43 464	-
		13/07/2021	13/07/2024	13/07/2031	2 819.37	1 372	-	-	1 372	-	39 107
		13/07/2021	13/07/2025	13/07/2031	2 819.37	1 373	-	-	1 373	-	39 136
		27/06/2023	27/06/2024	27/06/2033	3 261.28	-	895	-	899	-	4 584
		27/06/2023	27/06/2025	27/06/2033	3 261.28	-	895	-	899	-	4 584
		27/06/2023	27/06/2026	27/06/2033	3 261.28	-	895	-	899	-	4 584
		27/06/2023	27/06/2027	27/06/2033	3 261.28	-	900	-	900	-	4 589
		Subtotal				10 382	3 597	(5 532)	8 447	210 745	155 636
Prosus N Share	Four-yearshare-price	26/08/2021	26/08/2025	26/08/2031	71.61	1 362	-	-	1 362	-	-
Options (SOs)	growth	26/08/2021	26/08/2023	26/08/2031	71.61	1 360	-	(1 360)	-	-	-
		26/08/2021	26/08/2024	26/08/2031	71.61	1 360	-	-	1 360	-	-
		28/08/2023	28/06/2024	28/06/2033	67.19	-	3 303	-	3 303	-	-
		28/08/2023	28/06/2025	28/06/2033	67.19	-	3 303	-	3 303	-	-
		28/08/2023	28/06/2026	28/06/2033	67.19	-	3 303	-	3 303	-	-
		28/08/2023	28/06/2027	28/06/2033	67.19	-	3 306	-	3 306	-	-
		Subtotal				4 082	13 215	(1 360)	15 937	-	-
Total						275 836	207 646	(152 386)	331 095	9 479 168	8 913 673

1. The aggregate number of vested but unexercised SARs and SOs for Basil is 876 130 (FY23: 759 259) and 56 306 (FY23: 92 201) respectively. The aggregate cash-settledshare-based payment liabilities of vested but unexercised SARs is included in note 37 of the financial statements on page 164. The share-based payment reserve of vested but unexercised SOs is included in the aggregate retained earnings balance shown in note 24 of the financial statements on page 151.
2. The potential gain vested in FY24 is calculated by taking the difference between the closing share price on vesting date and the offer price and multiplying that difference by the number of SOs/SARs that vested in FY24. The potential gain of the PSU award vested in FY24 reflects the actual pre-tax gain. With the exception of the PSU, the value does not necessarily accrue to the individual. It is available to them should they have chosen the exercise (buy and/or sell shares) on or after the date the SOs or SARs vested. In line with previous Prosus and Naspers capitalisation issues, Prosus shares were linked to Naspers and Prosus awards. The value of the additional Prosus shares is included where relevant.
3. The potential value of unvested awards on 31 March 2024 is calculated by taking the difference between the closing share price on 31 March 2024 and the offer price (if applicable) and multiplying that difference by the number of unvested SOs/SARs/PSUs as at 31 March 2024. With the exception of the PSU vesting in FY25, 100% vesting has been assumed for the PSU awards. In line with previous Prosus and Naspers capitalisation issues, Prosus shares were linked to Naspers and Prosus awards. The value of the additional Prosus shares is included where relevant. The actual value accruing to the executive will depend on the real value created over the time of the award.

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Implementation of remuneration policy

Executive directors' LTIs vested and exercised in FY24

PSUs vested

In FY21, Basil Sgourdos was awarded 28 623 Naspers PSUs. The level of achievement relative to the performance condition, at the end of the three-year performance period, was determined above median and resulted in a 200% vesting. As a result, the total number of Naspers PSUs that he received was 57 246. No Prosus PSUs vested.

The achievement of the performance condition was assessed by the human resources and remuneration committee and validated by the valuations subcommittee, as per the valuations process described on page 100.

FY24 goals and achievements

					Actual
			Actual results		payout
Group financial goals1	Weighting (%)	Target	(US$'000)	Outcome2	(US$'000)
Core headline earnings	20	Achieve core headline	2 139		294
(including Tencent)		earnings at target (including
		Tencent)
Free cash flow to equity	20	Achieve free cash to equity	375		294
		inflow at target

SOs exercised

Basil Sgourdos exercised Naspers SOs in the MIH Internet Holdings B.V. Share Trust; he disposed of 27 300 shares to cover taxes and took delivery of the remaining 18 695 shares in his recently established family trust.

The total PSUs and SOs vested and exercised respectively, are summarised below:

Gross gain

Ecommerce

financials: Organic topline growth (excluding Tencent)

Ecommerce

financials: Trading profit

10	Organic revenue growth for	18%	147
	consolidated ecommerce
	at target
40	Achieve trading profit for	24	588
	consolidated ecommerce
	at target

Basil Sgourdos	Date vested/	Number	(pre-tax)
exercised	of PSUs/SOs	US$1
Naspers PSUs	2023/09/21	57 246	9 111 566
Naspers N SOs	2023/07/13	45 995	7 752 365
Total			16 863 931

1 The gain on the linked Prosus ordinary shares N is included above.

Section 2: Remuneration paid to the former chief executive - Bob van Dijk

Bob van Dijk stepped down as chief executive and executive director on 18 September 2023. We disclose Bob's remuneration from 1 April 2023 to 31 March 2024 (full-time employment) and the agreed severance.

Executive directors' remuneration	FY24	FY231	FY22	FY21	FY205	CAGR2
versus company performance	(%)	(%)	(%)	(%)	(%)	(%)
Bob van Dijk remuneration
Cash3 YoY change	(35)	145	(13)	5	9	10
LTI4 YoY change	100	(100)	(3)	(2)	28	3
Company performance	12	7	24	33	23	17
Organic revenue growth5
Organic revenue growth6 (excluding Tencent)	17	31	50	51	32	31
Ecommerce share price growth	2	(24)	(22)	55	15	(2)

1. Includes continuing operations.
2. Period CAGR is between FY20 and FY23.
3. Base salary + benefits + actual bonus payout, using the currency in which CEO (in €) and CFO (in US$) are paid. The primary reason for the FY23 increase is the inclusion of the discount-linked STI.
4. Fair value at grant, using the currency (US$) in which we grant LTIs.
5. Metric, excluding impact of foreign exchange (FX) and M&A.
6. FY20 growth measured from date of listing. It is noted that all remuneration is presented on a full-year basis and at 100%, including the cost that is apportioned to Naspers.

Subtotal

90

1 323

					Actual
Strategic, operational and					payout
sustainability goals	Weighting (%)	Target	Actual results	Outcome	(€'000)
Sustainability: People	5	Improved employee	Details on page 56		73
		engagement
Sustainability: Climate	5	Majority-owned businesses	Details on page 50		73
		measured and documented
		material scope 3 emissions
Subtotal	10				146
Total	100				1 469

Severance payment

The severance payment qualifies as an appropriate, all-inclusive compensation for loss of office. Bob undertook to remain available for consultation and guidance and entered into a consultancy agreement commencing 1 April 2024, terminating on 30 September 2024, to allow for a smooth transition. In respect of these services rendered, a gross fee of

€113 436.18 per month will be paid.

Discount-linked STI

Bob remained eligible for the STI for FY24 and the payment made was contingent on the achievement of the applicable targets and objectives set for Bob for FY24. The discount-linked STI, as disclosed in FY23, but not yet paid in FY23, was paid in full due to the original agreement being met whereby the discount as at 31 March 2024 was sustained or improved at no greater than

42% level as indicated and disclosed at 31 March 2023.

1. Financial targets, actual results and outcomes based on Naspers economic-interest results.
2. Outcome assessed after adjustments for M&A, foreign exchange/constant currency and other approved items.