Expert Corporate Governance Service (ECGS)
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ECGS notes that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person.

In general, Prosus is in compliance with the Dutch regulations relating to the organization and procedures of the AGM.

Under ITEM 2 an advisory vote on the Company’s executive remuneration report is requested. ECGS notes that the total variable salary granted in the year under review, corresponding to 1062% of annual base salary, exceeds the maximum threshold under its guidelines. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEM 5 approval is sought of the Company's executive remuneration policy.

Although no material changes to the policy are proposed, the maximum LTI is not disclosed. In the year under review (for the CEO) this amounted to 975% of annual base salary, which substantially exceeds ECGS¶ guidelines. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEMS 9 and 10a-10e, the (re-)election of the board of directors is proposed.

In view of insufficient independent representation on the board of directors, ECGS recommends to vote OPPOSE to the (re-)election of: Ms. Ying Xu (ITEM 9), Mr. Don Eriksson (ITEM 10a), Mr. Mark Sorour (ITEM 10b), Ms. Emilie Choi (ITEM 10c), Ms. Manisha Girotra (ITEM 10d) and Ms. Rachel Jafta (ITEM 10e).

Finally, under ITEM 14, approval is sought to amend the Company's LTI. As already mentioned above, the maximum LTI is not disclosed. ECGS furthermore notes that the LTI grant in the year under review (for the CEO) amounted to 975% of annual base salary, which substantially exceeds ECGS’ guidelines. Accordingly, ECGS recommends to vote OPPOSE.


Prosus NV Formerly known as Myriad International Holdings NV. Prosus NV, formerly Myriad International Holdings NV, is a Netherland-based global consumer Internet group. The Company is organized into six business areas: Classifieds, Payments & Fintech, Food delivery, Etail, Ventures and Travel. It also holds investments in listed Social & Internet assets. The Classifieds business area manages mobile and digital marketplaces. The Payments & Fintech business area includes PayU, a Payment Service Platform. The Food delivery business area manages food delivery companies. The Travel business area operates a travel online platform. The Etail business area includes business to consumer e-commerce companies. The Venture business area looks for and invests in early stage companies.


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Expert Corporate Governance Service (ECGS)

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