Prosus N.V. (AMS:PRX)
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Sep 15, 2026, 5:39 PM CET
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AGM 2026

Aug 26, 2026

Summary

The AGM highlighted strong financial growth, major acquisitions, and a strategic shift toward AI-driven operations across key markets. Shareholders approved a 40% dividend increase and all agenda items, while management addressed challenges in competition, ESG, and executive compensation.

Koos Bekker
Chair of the Board, Prosus

Welcome. We have a hybrid meeting, and we have an excellent turnout here in the AI house in Amsterdam. I see several people that were here approximately close by last year, and some new faces. I hope it is worth your while coming. We also have lots of people online. Before we start, I just want to pay a brief homage. We had a wonderful colleague called Steve Pacak. He spent 40 years working with us in the group. He ended up as our financial director and eventually the chair of the audit committee, and he passed away. We just want to recognize him for a second. Joining us today in person or virtually are board members of ours that live all across the world.

If I may mention them quickly to you, there is Charles Dubé, Hendrik du Toit, Craig Enenstein, Manisha Girotra, Rachel Jafta, Angelien Kemna here, Phuti Mahanyele-Dabengwa, Debra Meyer, Mark Sorour, and Ying Xu. They are spread all across the world. I also want to welcome our executive directors. Next to me, Fabricio Bloisi, our Chief Executive. You will hear him. Nico Marais, our Chief Financial Officer. To keep the good order, David Tudor is our Chief Legal Counsel, and Lynelle Bagwandeen, next to me, our Group Company Secretary. We also have Joyce Leemrijse. She is the notary at A&O Shearman here in the Netherlands, and Ingrid Buitendijk of Deloitte in the Netherlands. The notice of this meeting and all the documents were published on June 29th this year. I think I can declare the meeting properly constituted so we can adopt valid resolutions.

If you will allow me, I will now hand over to Lynelle, who will explain how the voting process and the question and answer session works.

Lynelle Bagwandeen
Group Company Secretary and Head of Global Company Secretariat, Prosus

Thank you, Koos. Shareholders virtually present who have registered to vote and are in receipt of the required link and security passwords may vote online during this meeting on all agenda items. Shareholders attending in person received voting details at the registration desk. You may use your smartphone, tablet, or computer. Attendees are reminded that only shareholders attending in person or virtually may ask questions in the meeting today. You can submit your written questions any time from now until the Q&A session begins. We have pre-recorded some speeches to avoid any potential technical difficulties, and these will now play.

Koos Bekker
Chair of the Board, Prosus

Ladies and gentlemen, folks, welcome to this, our annual general meeting. You know that breakthroughs in artificial intelligence mean that we have to evolve our businesses faster than before. We also have to restructure ourselves internally to cope with that. We need to learn to become an AI outfit to speed up. Let's stand back a moment. If you ask, what do we as a group do that's useful to society at large? Well, we bring the convenience of digital tech to people in ways that matter to them. For example, we deliver their food and essentials at home. We help them trade goods securely. We help them pay for purchases online. Our investee companies also run ecosystems based around games, communication, entertainment, and more.

Tencent remains our most important single asset, given its superb track record to date and the AI tailwind, we are confident it'll grow even further. Then perhaps something about scale. Our platforms and brands serve over 2 billion customers, supported by 45,000 employees. Our stakeholders include you, communities, clients, shareholders, staff, suppliers, and many more. We want to be useful to all of them. In the past year, our group generated revenue of some $10.8 billion. Our Adjusted EBITDA was $1.3 billion. We are invested in technology-driven ventures in some 50 different countries, creating local jobs. We also pay taxes that fund the communities. You know, last year, we paid $2.3 billion in tax across 54 countries, almost double the prior year. Then our code of business ethics and conduct embodies some values.

These include governance of data and technology, and as the world develops, we continuously need to update those. Now, perhaps a few notes about our leadership and boards. Since being appointed as Chief Executive two years ago, our Chief Executive Officer, Fabricio Bloisi, has inspired people with truly exceptional leadership. Nico Marais was confirmed Chief Financial Officer in April last year, later joined the Naspers and the Prosus boards. At the same time, Phuti Mahanyele-Dabengwa joined as Executive Director of Naspers, later of Prosus. I think the board is confident in the effectiveness of this leadership team. Then a word about non-executives. Over the past year, Cobus Stofberg retired as a non-executive director, and that concludes four decades of extraordinary service. In 1985, he joined me and others as a founding member of M-Net and MultiChoice. He progressed through financial manager, Chief Operating Officer, Chief Executive of various group companies.

After stepping down, Cobus gave valuable advice as the director of both the Naspers and the Prosus boards. In April, Steve Pacak, the Chair of our Audit and Risk Committees, passed away. He began with us also in the '80s, in 1988, and until 2014, he was our Chief Financial Director, the job Nico now has. Steve's knowledge of our business and his work ethic were truly remarkable. Roberto Oliveira de Lima retired as an independent director of the board, plus a member of our RemCo and our Nominations Committee. We want to express our deep gratitude to Roberto for his contribution over many years, especially as regards Latin America. In May, Arnold Goldberg was appointed independent non-executive director to Naspers. He is currently nominated by the Prosus board for approval at this AGM.

Arnold Goldberg will bring special technology expertise to this job, having held senior positions in a number of really large tech outfits, which we can learn from. Pedro Arnt was recently appointed an independent non-executive director to Naspers, and the Prosus board has nominated Pedro to also join, with approval to be sought from shareholders at the annual general meeting this time next year. He equally brings a lot of tech expertise of a slightly different nature, having served as Chief Financial Officer of Mercado Libre for over a decade. He is Co-Chief Executive of dLocal, a cross-border payments platform. With that, folks, may I please hand over to Debra Meyer, who will cover sustainability for us. Thank you.

Debra Meyer
Independent Non-Executive Director, Prosus

Ladies and gentlemen, thank you for joining us today as we reflect on our sustainability journey over the past year and look toward the future. FY 2026 was a defining year for Prosus. We completed our transformation into an active operator of AI-driven lifestyle ecosystems, delivering over $9.7 billion in revenue, with all our ecosystems now profitable. This growth continued to be built on a maturing sustainability foundation that is rooted in responsible investing, rigorous governance, and clear accountability. On climate, our own operations remain at net zero for Scope 1 and 2 emissions. Across our wider portfolio, absolute Scope 3 emissions fell 19% this year, driven largely by lower financed emissions. One quarter of our portfolio by invested capital now has verified science-based targets, up from zero just two years ago.

In the review period, we supported iFood in submitting its commitment letter to the Science Based Targets initiative. Zero emission delivery remains a key focus. At iFood, our partnership with Tembici increased the share of green vehicles from 21% to almost 29% of our fleet, with a target of more than 15,000 electric bicycles by next year end. At eMAG, Sameday has committed to transitioning its corporate fleet of around 300 vehicles to electric and hybrid models over the next three years. These shifts mean cleaner air, lower running costs, and often higher earnings for the drivers. On the people side, driver welfare and safety remain paramount. Across our platforms, delivery partner income exceeds local minimum wage. Delivery partners also receive mandatory safety training and in-app emergency support, and we continue to listen directly to their voices through surveys and advisory forums. At board level, sustainability oversight is firmly embedded.

10% in aggregate of our Chief Executive Officer and Chief Financial Officer's short-term incentives were linked to sustainability measures. These include our employee engagement survey and the number of lives meaningfully impacted through our social programs. On that note, I am pleased to share that we exceeded our target to meaningfully impact 20,000 lives across our ecosystem this year through education, digital and financial literacy, and skills programs in India, Latin America, and Europe. Looking toward FY 2027, we will continue to focus on what is working in India while scaling new pilot programs elsewhere. We also welcome the European Commission's Omnibus I Directive, finalized in February this year. This simplifies regulatory reporting requirements so we can direct more of our energy towards real, tangible action rather than process. We are deeply committed to shaping a better tomorrow, and we welcome your engagement and feedback. Thank you.

Nico Marais
CFO, Prosus

Good morning. It is my pleasure to share the highlights of our 2026 financial results. in FY 2026, we achieved our ambitious financial goals and made strong progress toward building the leading lifestyle ecosystems in Latin America, India, and Europe. Our revenue grew strongly, with our key businesses' growth outpacing that of our peers. I am very pleased to say that all our main businesses are now profitable. Importantly, our free cash flow, excluding Tencent, was $275 million, which is our largest ever. In the last three years, our total free cash flow has improved by almost $1.8 billion, which is something we are very proud of. Group revenue grew 57% to $9.7 billion, lifted by the acquisitions of Just Eat Takeaway.com and Delivery Hero.

In local currency and excluding acquisitions, we grew 12%, driven primarily by strong growth from iFood and OLX. This strong and profitable growth is a trend we have exhibited for the last seven reporting periods. Ecosystem Adjusted EBITDA grew 84%, or 44% in local currency, and excluding the acquisitions, to $1.3 billion. Our total free cash flow rose to $1.5 billion. Core headline earnings of $8.3 billion was up 13%, or 24% on a per share basis. This was driven by our improving operations, the positive effect of the share buyback program, and stronger results from Tencent. We are delivering on the promise of Tencent Plus, with our growing businesses now firmly additive to the strong operational performance of Tencent. I am proud of these results and grateful for the leadership and execution of the teams across our businesses.

Our strong execution and cash flow generation continue to add to the strength of our balance sheet, which remains strong, providing Prosus with significant flexibility. At a corporate level, we ended FY 2026 with EUR 9.5 billion in cash and EUR 15.9 billion in central interest-bearing debt. In July, we successfully refinanced our upcoming 2027 debt maturities, extending the average maturity profile of our debt with strong investor support. It is on the back of this continued strong operational performance that we are now proposing a 40% increase in the Prosus dividend to EUR 0.28 per share, which we are asking shareholders to approve today. In addition to the meaningful increases in the dividend for the last two years, we continue to return value to our shareholders through our open-ended share repurchase program, which remains a significant value creator.

From the inception of this program in June 2022, we have returned $49 billion to shareholders of Naspers and Prosus through dividends and share repurchases. We will execute a further $5 billion in buybacks during the current financial year. We seek to continue to deploy and return capital wisely, as we did in the past year when we repurchased $10 billion of our shares across Prosus and Naspers and deployed $8 billion to acquisitions, which we believe will fuel our future growth. We brought Deliveroo, Just Eat Takeaway.com, and La Centrale into the Prosus family. Our focus has shifted to execution. With that, I want to thank you sincerely for your continued support and investment in our group. Over to you, Craig.

Craig Enenstein
Independent Non-Executive Director, Prosus

Hello, and thank you for joining us at our annual general meeting. Reflecting on FY 2026 and looking ahead to FY 2027, we continue to benefit from the professionalism and engagement of our shareholder community. As our partners in this journey, I will take you through how our remuneration framework performed this year and how it continues to evolve in response to your feedback. Pay for performance remains our guiding principle, and FY 2026 really tested that principle. Despite returning $10 billion to shareholders through our buyback program this year, our NAV discount stayed roughly flat at around 43%. Consistent with our framework, the discount-linked component of the Chief Executive Officers and Chief Financial Officers short-term incentives therefore paid out at zero. Closing that gap remains a strategic priority, and we are retaining this discount-linked incentive in FY 2027.

On the moonshot award, our Chief Executive Officer's high risk, high return incentive still requires our combined market capitalization to double from $84 billion to $168 billion over the four years from July 2024. It needs to sustain that level for a further year and beat the median total shareholder return of an exceptionally competitive peer set. Both conditions must be met before anything vests, and we continue to track and disclose our progress transparently. Importantly, you asked us to clarify how the market cap will be adjusted at the end of the performance period, and I would like to do so now. The market cap calculation for the moonshot will not be adjusted for the share buyback program. The calculation is designed to measure the new value built for shareholders over the four-year period.

Adjustments are made only for corporate actions that would theoretically modify the market cap without reflecting a change in underlying value, such as cash distributions, special dividends, spin-offs to shareholders, or acquisitions involving new share issuances. A share buyback operates differently. While it returns cash to shareholders, it does so by reducing the number of shares in issue, which all else being equal, should be reflected in a higher share price for remaining shareholders. Adjusting the market cap upward for buybacks would therefore effectively ease the achievement of the moonshot target, and that is not the intent of the program. As previously discussed, the buyback program remains a board decision and is not solely in the hands of management. The intention is to continue the program. This does not, however, change the basis on which the moonshot market cap is measured.

Since the moonshot has been announced, there has been no corporate actions which require adjustment. 10% of our executives' short-term incentives in FY 2026 remain linked directly to our ESG metrics, including our employee engagement survey and community impact. This reflects our commitment to a broader societal mandate alongside financial performance. We listen carefully to your feedback on broadening shareholding requirements. Our Chief Executive Officer is already required to hold Naspers and Prosus shares worth 4x to 6x his annual salary. We now propose extending a shareholding requirement to our Chief Financial Officer up to 2x his annual base salary to reinforce long-term alignment. On the design of our performance share units, some of you queried whether our 30% vesting threshold was set too low relative to the moonshot's own hurdles. We considered this carefully and concluded the current threshold remains appropriate, although we will keep it under review.

Our remuneration report and policy remain a topic of continuous engagement with our shareholders, and we remain fully committed to open an ongoing dialogue with you on these topics. Thank you for your trust, your challenge, and your commitment to our shared vision. Together, we will continue to build exceptional performance as our legacy. Thank you.

Ingrid Buitendijk
Audit Partner, Deloitte Netherlands

My name is Ingrid Buitendijk, Partner at Deloitte and responsible for the audit of Prosus. I am pleased to present to you the results of our audit of the 2026 financial statements. On June 27, 2026, we issued our unqualified auditor's report on the 2026 financial statements. These are included on pages 219 to 226 of the annual report. We have obtained reasonable assurance that the financial statements, taken as a whole, are free from material misstatements. In our report, we discuss various aspects of our audit, including the application of materiality, our scoping, and key audit matters. You have been able to read our report. I will now provide you with a summary of the main elements of our audit. Materiality drives the nature, timing, and extent of our audit procedures.

We determined our materiality as a percentage of net assets, which is a generally accepted benchmark and reflects focus on long-term value creation of the investments. As for the scope of our audit, we have performed an audit of the financial information of seven components and certain selected procedures at four components. We issued instructions to our component teams. We performed a number of in-person site visits to the local teams and local management. In addition, we held frequent calls and virtual meetings with our component teams throughout the year-end and reviewed selected working papers of the work performed by component teams. I will now cover our key audit matters. Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements.

Our key audit matters involve complex accounting, significant estimates, and management judgments, and our procedures were designed to test these for bias and error using specialists and third-party information. In this year's audit, we identified four key audit matters. Our first key audit matter covered the valuation of intangible assets arising as a result of the significant acquisitions of Despegar, Just Eat Takeaway.com, and La Centrale. Our second key audit matter covered the accounting for the equity accounted investment in Tencent. The third key audit matter addressed the valuation of goodwill, investments in associates, and investments in subsidiaries. The fourth key audit matter addressed the significance of share-based compensation schemes and valuation of share-based payments. The key audit matters are covered in detail in our auditor's report.

Other matters reported on in our auditor's report relate to our approach to going concern, our approach to compliance with laws and regulations, as well as our approach to fraud risks, which are all covered in detail in our report. Based on our work performed, we did not identify specific indications of fraud or suspected fraud. Finally, in addition to the core audit teams at group and component level, we involved specialists and experts in the areas of valuations, remuneration, tax, IT, forensic, and accounting. Throughout the year, my team and I met with a wide range of people within Prosus, including members of the board. We had robust discussions at all levels of management and with the audit committee. There was active engagement, and our insights are respected and taken seriously.

Next to the issuance of our auditor's report on the financial statements, we also issued our unmodified limited assurance report on the company's CSRD sustainability reporting. This concludes my comments.

Fabricio Bloisi
CEO, Prosus

Can I go?

Koos Bekker
Chair of the Board, Prosus

Over to you, Fabricio Bloisi.

Fabricio Bloisi
CEO, Prosus

Guten Morgen, my Dutch partners. Good to see you all here.

Koos Bekker
Chair of the Board, Prosus

That sounds a bit more German than Dutch, but in any case.

Fabricio Bloisi
CEO, Prosus

Because I am German-Dutch-Brazilian. I am just expanding my language skill. Hello. Let's go. Guten Morgen, everyone here. We have Dutch partners here. We also have all our board members around the world, not only here, but on the video, and we have around 1,500 shareholders of Prosus. So partners, good to see you. Welcome back. Pleasure to be here, and hope you enjoy our conversation and we learn more about Prosus and also we learn more about all your feedbacks. Look forward to all your questions, including the Dutch questions. I will ask a translator by that time, but I am making progress. Let's go. I want to start, I am going to talk for 20, 25 minutes. I want to talk about our future, about our impact.

Before starting showing our last year, I want to put a little in perspective how was our journey over the last one, two years. One, two years ago, we had some, how can I say, more existential questions. I remember first time when I joined here two years ago, now I am the old Chief Executive Officer, but the thing it was, look, we are more or less breakeven now, and the big question is, can we keep as a breakeven company, can we keep this state? And we said, "Silly question. No, we should profit billions of dollars." Just after they said, "Okay, but it is just an EBITDA. How is the cash flow? Can you deliver cash flow instead of talk about ecosystem and culture? What Prosus do? Are you just a Tencent holding company or you do something else?

Can you win where you play? That was the kind of questions two years ago. Are you more than Tencent? Can you really win? Can you deliver cash flow? I am going to update you on the last one year and give some highlights about what we are building now. It is nice to start with this question to put in perspective. There was a lot of change. I think we made a lot of progress. I think we have much more progress ahead. I can finish talking about the next steps, and I think the next steps are not only today we really make the valuable companies of the world do ships or foundational models. I think this is a transition.

The winner of the future are going to do apps based on AI, and I am sure the winners in China, in Latin America, in India, and Europe are going to be extremely valuable in this future, and I am sure Prosus is very well positioned to be one of those winners. Before I get on this future, let me talk to you a little about what changed. I did not check what time I start talking. Let us see. Okay, because I talk too much as a good Brazilian, but let us see if I can stay in the 20, 25 minutes. I want to start saying, we changed a lot. The thing, what we do, where we operate, where we can win is not something we discuss anymore. I want to start with that and telling you today we know who Prosus is.

Prosus is Tencent, yes, and I think being the biggest, most important Tencent shareholder is going to keep having lots of good benefits for us. Prosus wants to win in delivery, finance, and experience. We want to build a system and service that deliver to 1 billion people services, delivery service like food, like quick commerce, financial services like payments, and experience services like travel, events, and buying house and cars. That is what we do, and we are here to win on these markets. Not only to have operations, but to win and be the big winner. We have a lot of clarity where we operate. We started in South Africa. We have our South African roots. We are very important in China through our Chinese investments, but we are here to win in Latin America, win in India, and win in Europe.

I know last year I talked about ecosystem. We are not talking about ecosystem as a concept anymore, and I am going to show one or two slides about that. We are one of the two most important ecosystems in Latin America. To be honest, I think we are the number two. The number one today is an amazing e-commerce company. We are the number two, and we have a lot of growth opportunity there. We have 100 million customers growing fast. Today morning, yesterday night, actually, there was a new, first time, iFood, even being a private company, the value of the iFood brand was listed as $2.5 billion. It is one of the most loved brands in Brazil, and now we connect iFood to all our other services. To cross-sell, to loyalty.

There is some profitability, there is some growth, there is some EBITDA, but we own one of the two most important tech ecosystems in Latin America, and we have a lot of growth ahead. We are doing the same thing in India. We haven't disclosed the details on everything we've done, but you can see the fastest growing B2C company in India, in e-commerce, for example, Meesho, in transportation, Rapido, with, if I'm not wrong, 5 million to 10 million orders per day. The number one payment company, and we are integrating all these ecosystems to have a really strong, and I think we are already the number one ecosystem in India. We are starting in Europe. I got one of the questions some shareholders sent before was, "Okay, I can see Latin America, India, you are doing some progress." We did a lot of things this year.

But in Europe, you are just getting started." Yes, we are just getting started in Europe. We did the acquisition of Just Eat Takeaway. We are doing a big turnaround right now there. Our, by far, number one priority now is have Just Eat Takeaway growing aggressively, and then we will grow an ecosystem on Europe, but not in the next three months. Probably is next year. We know where we are acting, and if we can deliver winning AI applications on all those areas leveraged by our operations in terms of customers and services, I can see a very bright future, much better than holding also Tencent shares. That's what I think we are doing. I want to talk to you a little about that. I'm going to cover today some of the results of the last year.

The ecosystem strategy, and spend a little time about that because this was a dream two years ago. Good intention one year ago. Talk about product and technology and innovation, impact, and a little looking ahead, all of that in 17 minutes. Okay, we will take a little more than the plan. Just to start, we are close to $10 billion in revenue. We'll go past through $12 billion this year. Our revenue is growing, but together with that, our EBITDA is growing to $1.3 billion. Many people last year said, "Can't you talk cash flow?" It's very nice to see Nico started to say that our cash flow increased by around $1.8 billion last three years. There it shows $2 billion, but okay, Nico, let's say it's $1.8 billion. The thing is, our cash flow is improving, our quality of operations is improving.

I said today in one of my letters this year that this year my goal is not to improve all those numbers because we are investing against a few competitors, specifically in Latin America. But the quality of the operations, the customers, the retention, the frequency is not like if we can be profitable. We are clearly going to a few billion dollars in profits and these numbers is going to keep growing because the quality of operation just keep improving. Today, we are an operational company. Our ecosystem is very strong, and we share so many culture technology management model, cross-sell, AI platforms, and that's what create the strength of Prosus in our markets. Many of you in the last meeting said, actually, that's what I committed in the last meeting. We want to deliver results, and we want to focus in results.

I am a tech founder, so I talk a lot about innovation, disruption, AI, and robots. But I also founded a company 20 years ago, and I also talk about delivery growth and delivering Adjusted EBITDA, having discipline, and delivering innovation. I am going to talk about those three things in the next few slides. My feeling, we delivered on those three things, and I look forward to receive your feedback in Dutch here and your feedback from the people that are on video today. Talking about results, innovation, and discipline. First, mixing results and discipline. I think this was one of the questions we receive more often. That is, you made three acquisitions last year. You are just spending money. How you can prove that your acquisitions are becoming real value for our shareholders? So we are sharing here one or two KPIs for each company.

When we got the operation of Just Eat Takeaway.com based here in Amsterdam, we were growing -9% per year, what is very, very bad. Right now, last month we published the number was 3.5% in six months. I am very, very confident it is going to cross to positive numbers in the next very few months. So I am not talking about six or 12 months, but very few months we will be growing. And my goal, as I stated to everyone, is to get back to growing 20%. Just Eat Takeaway.com is leader in the Netherlands, is leader in Germany, is leader in U.K. And with new technology, new speed, new aggressive execution, this is going to be a very valuable asset.

As much as we share the platforms and the learnings that we are executing, that we have in Latin America, in India with Just Eat Takeaway.com, this is going to be a core asset for us here in Europe. I think we have interesting results, and that is the point. We did not acquire the company to say that is the value of the company we are acquiring because we want to have it. We acquire because we think we can operate better, we think we can move faster, we think our technology can enable us to win. And the only thing that matter for us is play and be the best and winning on this game. I think our KPIs for six months is good. It is going to be much better over the next six or 12 months.

We acquired Despegar, and the big question of many shareholders by the time was: How do you see cross-sell or synergies between Despegar and food? What I told you last year is in China, food and travel and all their super apps has a lot of synergies and it works quite well. Now I think we can say in China and in Brazil, the synergies are proved. Today, 23% of Despegar sales come from our own ecosystem. And now we are integrating through what we call Large Commerce Model, not only the cross-sell to Despegar, but also to all our other companies and business in Latin America. So the ecosystem thesis in Latin America is working quite well. We also acquired La Centrale. La Centrale leads is growing 30% year-over-year. We are sharing our AI apps with La Centrale.

We are sharing all the products we have in the OLX platform with La Centrale. Our expectation, OLX today, last year, has profitability around $400 million, if I am not wrong, more or less. This year, we are going to keep increasing substantially this number, and La Centrale is going to be part of that. I think we kept our consistency in acquiring companies that we can operate better, can be part of our ecosystem, and we can make them be more valuable than they operating by themself. I expect them to be substantially more valuable. That is what we are building. The idea on results and discipline, I do not think I put a slide about that, but we also sold many of our operations that are not connected to our business. We sold $2 billion the last year.

We just committed to sell more $2 billion in Delivery Hero. We sold more, a few billion dollars in Meituan. Many companies that are not part of our ecosystem, we are selling all of them, and we are using that to do a buyback that today is not only a buyback selling Tencent that we believe is going to grow substantially, but also a buyback that has even better returns because we are selling assets that has less synergies with Prosus. Besides the discipline, we built an ecosystem last year. We used to talk only about iFood, how iFood is our asset in Latin America. That is not how we talk about that anymore. Obviously, the brand of iFood is amazing. iFood previous Chief Executive Officer was very good. I am kidding. The current Chief Executive Officer is very good, too.

Sorry for my silly jokes, but we are much more than iFood today. That is what is Prosus in Latin America today. iFood is in the core of our ecosystem, but we use iFood brand customers' data, training our AI models to grow on grocery, and we are the number 1 player doing online grocery to grow on food dine-in. When you go to a restaurant, you can pay and order on your mobile phone inside a restaurant. We are the number 1 player doing that, too. We did a few acquisitions to enable that through kiosks or through POS machines. iFood is pushing growth in ads, and we are growing very fast in ads, like 100% year-over-year. Credit, payments, pharmacy, beverage, pets, events, and online classifieds. Why Prosus is going to keep winning in Brazil?

Because we have a flywheel that start with one core service, and through loyalty, through cross-sell, through AI, through our apps, through our promotions inside the group, we help the other companies of the group grow faster. That is not a plan anymore. That is a reality in Latin America. The question I receive is, but can you prove that in Europe and India? To be honest, in India, I already can prove that, but we have not released yet a report about that. But in India, we are really working fast in terms of data, AI training, sustainability, to make all the companies work together. In Europe, that is not my goal for this year. My goal for this year is a complete turnaround in Just Eat Takeaway.com so it can be the clear winner, clear product winner in our region.

We would get back to ecosystem in Europe next year. Ecosystem is not a plan anymore. We have the discipline. We are delivering cash flow. We are operating better the companies, but none of that can make us a leader for the future. What I need is to create the next EUR 100 billion in Prosus, and the way we do that is through technology and innovation. Over the last few months, Prosus is not talking only about finance and cash flow and ecosystem and buyback. We are talking about how we build products here in Europe. We are today, some people are on the screens today in the AI House of Amsterdam. Here we have three to four events per week, every week, the whole year, where we put together universities, companies. We invite guests from China, from U.S.

Everyone comes here to share in Amsterdam how we can build here the best technology and AI of the world. We built this in Amsterdam, but we also built that in São Paulo, in Bangalore. That's the kind of innovation that Prosus is doing, and I think there is a big opportunity for that. Today, most of the value of innovation goes to California. A little value goes to Beijing. There is a space, there is a requirement to, we have winning companies here, and that's what we are doing. We now talk a lot about that. Last year, I talk about Large Commerce Model. Large Commerce Model today is at scale in Latin America. We have hundreds of millions, more than 100 million users where we know a lot about them, and that's what people say, can you talk more about the numbers about that?

That's what make iFood grow faster. That's what make grocery grow faster or Despegar grow faster. We understand about the customer. Right now, we're integrating all the company's data of all our companies in Latin America, and we are starting Large Commerce Model in India and in Amsterdam. Not in the whole Europe, but in Amsterdam right now. On top of that, we built a platform called Toqan that is more or less similar to Claude Code, not Claude itself, not the models of Anthropic, but Claude Code, where we have an assistant that can run enterprise-wide all our SKUs, all our apps. Today, this assistant is used by a few restaurants, and we are pushing that to hundreds of thousands of restaurants this quarter.

On top of that, we have life assistants like Zapia, where we can just take my mobile phone here, talk to him and say, "Call to three places. Find the best place where I can buy these products. Buy it for me and deliver in my home." It works today. It's an AI that really do things. On these three layers, we are doing cutting-edge global innovation, and it has a big impact in Prosus today, but it's going to be 10 x more over the next year. Talking a little about that. First, a little broke there, but you can see we have around 40,000 apps developed by our own 40,000 people that are being shared through Toqan. This is this quarter going to all our 5 million partners. We think this is a big source of competitive advantage and growth for Prosus.

At the same time, we are offering all these services, all these AI assistants for 10 x cheaper than what someone can just buy from a frontier model or an American leader model. Because we connect with many models, we use open source a lot to make sure we have very good quality and at the same time, good price. At the same time, LCM in iFood is a big part of the iFood operation. iFood runs over LCM, and we just started 45 days ago, LCM operating one Just Eat Takeaway country. It already reduced by around 70% the cost of one order. We are going to put it in all the 15 countries. We are going to make it run all around Europe. Our innovation start to get results.

My intention is to share with you this quarter details about how those innovations connect to the bottom line. I have to agree that we shared less data on iFood detailed performance the last six months, probably because we have a bigger competition right now in Latin America, so we are sharing less data. But we will share much more about the journey of AI that we are going through. Two, three, four years ago in iFood, we were in the stage 1, just creating the first AI models. When I talked here last year, we were using AI embedded in our business. Basic promotions, ads, fraud management. We are using AI models to run some parts of the business better. Over the last six months, we scaled our AI models in iFood through agents in LCM to get to the whole company.

Now we have tens of thousands of agents taking care of the restaurants, the customers. Our sales team talk through our agents to each one of the restaurants that they support. The scale of use of agents in LCM inside iFood today, and we have it bottom up. We decided to make a paper about that we are going to release this quarter, showing how iFood today has 10% more or less less costs because it's operating through the original models and LCM and Toqan today. On this paper, our intention is to show iFood is more or less at 10%. PayU, OLX, and Despegar, they got great progress the last few months. Just Eat, we just started a few months ago. Our intention is all those companies should be in the same iFood level over the next few or many months.

That's what we are working, and that will contribute substantially to our results. It already contributes more than iFood. It's going to contribute to everyone. We are very confident we can do it. There was a discussion today if we should release all these numbers today or not. We are not releasing the number, as you can see, but you should wait for our paper showing how we are confident we are going to get the other companies in when to iFood level. But I want to reinforce one thing with you. This 10% savings in our operation cost is what we do today, running today with the technology today. We are spending a lot of time here in the AI house building the next phase. How many minutes I have?

Oh, good. She was very kind with me. I think she said 10 more, so I think she's liking what I'm saying. Otherwise, she would say I'm out of time. Good. We are building the next step. Autonomous organization means how those 5 million partners are going to run in the future. Prosus is really building this technology. A few things to share with you. Today, we deliver thousands and thousands of orders to drones in Brazil. We also have those small robots delivering Brazil, in Canada, and in Europe. We are going much ahead of that. We are really building what we call autonomous organization. Right now, we are doing with 10,000 restaurants today, but we are going to 100,000 restaurants next month in September, where you can really ask your assistant, how I grow faster, how my restaurant runs better?

Can be in terms of logistics, finance, planning, menu, marketing. Toqan, using all our data, can work together as a partner with the restaurant's owner to tell how their restaurants can operate better. That's just the step we're executing now. We have now autonomous vending machines. The vending machine decide what to buy, what's the price, take care of all the customers, and talk about their finance. We have our first two autonomous restaurants. Our AI decide everything in the restaurant, including everything. He is the manager of the restaurant. We have our bartender here serving us a few drinks that you can play with our robot here outside the meeting room today. But what we are building is robots that can clean hotel rooms and clean tables and serve tables in restaurants.

When I talk about that as our dream one year ago, I wouldn't expect that today we would be starting testing those kind of things. Together with our startup and investments, we already started to test this. Does it work amazingly well and fast? Today, no. In one year, it will be working. Probably in two years, we will have that here, at least in Europe, maybe not in Brazil now. But we are really building the autonomous organization in terms of how to think, how to manage the restaurants, and how to operate the restaurants. One of the products in that area for us is cameras that check the restaurants and see how many time people sit in the place, what they are doing. They can really help to manage the physical operation of the restaurant.

That is the kind of thing it is happening now, and we are developing this technology here in Amsterdam, in São Paulo, and in Bangalore. We are quite excited about the future. We already have good results, and we are confident we can keep delivering that over the next few months. Moving on, as I told you, I am personally passionate about we have a big corporation, 40,000 people, 1 billion customers, billions of EUR. We have to have a positive impact in society. I think we have through our business, so when iFood and Just Eat Takeaway.com connect thousands, hundreds of thousands of restaurants, it creates lots of jobs and also PayU creates lots of jobs through small merchants that transact through the internet or Alan, our new investment on healthcare or many other companies, Meesho app, to be confident. Through our companies, we help society to operate better.

Besides that, if you want to say something positive, it is to Prajna. Thank you, Prajna, for operating all of that. We have so many initiatives to try to help our communities to operate better. One that is very close to my heart that we just trained 15,000 delivery drivers in Brazil. They graduated from high school due to our training, and now a third of them just entered the next stage in college and university. We have the Found-HER global program. It was not global, actually. Found-HER program to incentivize female entrepreneurs, but we are just pushing that now to be global and expanding to many more countries. We have 13,000 people in rural India trained on AI in the digital economy, and we are even writing, we are going to publish in the next few months on AI is critical to our life.

It is going to grow a lot. We are going to use it not 10, 100x more, but how we can keep a sustainable ecosystem even using a lot of AI services. We are going to publish and contribute to this discussion through our reports on this area. I am especially proud of part of the thing that we are helping to lead together with the World Economic Forum. We are one of the founders of initiative that puts all the companies to work together to talk about flexibility, autonomy, earnings, working conditions, not only in one of our companies, but sharing global best practices and setting the bar and the parameter on how we could treat all the millions of people that use technology as the one we serve to operate and live better. I think we are more focused now.

We are trying to use technology to have impact closer to our own ecosystem and customers and partners, and I think it makes our effectiveness higher and our responsibility also higher. We are one of the biggest companies, technology companies here in Europe, Latin America, and India. I think it is over. Just to say that we will continue executing, innovating, and having discipline. Everything you just saw is the official report for the last one year. We keep working a lot, 10, 12 hours per day because we want to be the global leader, and we are going to keep executing, keep the discipline, keep innovating. I think this is the last one, not the other one. I think my dream one year ago is we are much more than Tencent. Just to finish, I like what we are doing with Tencent. I like what Tencent is doing.

Tencent is the number one player in communities in China, in the number one country. And what they reported the last few weeks is they intend to offer much more AI assistance throughout their more than 1.1 billion customers in WeChat. I am a big believer that this is going to be a big source of growth. At the same time, we are selling less Tencent, and we are selling other companies to do the $5 billion buyback. In the same way that Tencent is going to be this leader in China, Prosus is going to be the leader in Latin America, India, and in a few more months or years in Europe. And I am very confident that we are going to keep increasing our EBITDA over time, our cash flow, our Tencent dividends as we did this year.

I know most of the investors today are looking for investing in data centers and foundation models. Fine. I hope they are happy. I hope you here watching are happy investing on that. I think the world is going to be different over time. I think as we have been in the last 300 years, you started investing in the foundation of a new business, but the value will migrate to the winners in the applications. I think Tencent is going to be the winner in the applications in China, Prosus in Latin America, Europe, and India. And that is why we work so much to deliver this future. That is it. Thank you very much and look forward to all your questions today. Thank you.

Koos Bekker
Chair of the Board, Prosus

Thank you to all our contributors. Ladies and gentlemen, we would like to move to the question and answer session. Our company secretary, Lynelle Bagwandeen, next to me, will just explain the mechanics now.

Lynelle Bagwandeen
Group Company Secretary and Head of Global Company Secretariat, Prosus

Thanks, Koos. I have some information on the votes that may be cast today, and details of this will now be displayed on the screen. Regarding the information on Q&As, shareholders were able to raise questions ahead of the meeting, and answers to those questions have been published on our website. If you are unable to ask a question during the meeting, please feel free to send an email to our investor relations team and myself, and you can use the address that now appears on the screen. And there are additional contact details on our website. We will deal with shareholders attending in person first and then attend to the virtual participants.

We invite you to please raise your hand, and once invited, walk up to the microphone in the middle of the room, and you can start by stating your name and the organization that you are from and then proceed to ask your question. We will then move to shareholders who are attending virtually. For those shareholders attending virtually, we ask that you use the Q&A icon on your screen. We also invite you, if you are attending virtually, to type in your name and if applicable, the organization you represent. Then once you have completed your question, please enter send. Questions will then be read out and allocated to the best person to answer it. After the Q&A session, we will move to voting.

Shareholders now attending physically, please, you are now welcome to ask your questions. We only request one thing of you, which is to ask one question at a time. Chair.

Koos Bekker
Chair of the Board, Prosus

Folks, you are very welcome. Just to pick up on what Lynelle Bagwandeen said, we have two microphones. You walk up to it, state your name. If you have a company or an affiliation, tell us so we can place you better. Then if you ask one question, we will respond. You are welcome to ask a next one later on. We will give that a chance. Anyone who wants to start up. Sir, please.

Errol Keyner
Deputy Managing Director, European Investors-VEB

Good morning, Mr. Chairman, board, dear shareholders. My name is Errol Keyner. I speak on behalf of European Investors-VEB. It is the third AGM. I am representing shareholders. I remember the first one was also, I think, the start of Mr. Bloisi. I came here with a slightly neutral to pessimistic attitude. Last year, it was between neutral and optimistic. Currently, I am actually optimistic. The share price obviously does not follow this optimism yet, but I try to look beyond the share price. Now, I have read your annual report, and I carefully tried to listen to the very enthusiastic presentation of Mr. Bloisi. Actually both the presentation and annual report, they read or I listened to it like a marketing brochure, which is lots of good news. So I was wondering, I am sure in this large company with lots of initiatives, breakthrough initiatives, not everything will go perfectly well.

I was wondering which are one or two things, looking back, where you are saying you have been disappointed about the progress being achieved? That would be the key question. Linked to that, because I am sure you will, I would guess you would mention Just Eat Takeaway. I had another question which I will not ask because you have answered perfectly why being optimistic about food delivery, since lots of companies in the past have had issues making an economic benefit, economic return on that. You explained very well what you are doing with iFood. I was wondering, are you trying to copy iFood into Just Eat Takeaway? The learnings you have had there and trying to copy it in Europe. That will be my first question for now.

Koos Bekker
Chair of the Board, Prosus

For Fabricio, there are actually two questions. The first is, what did you mess up? The second question is whether in Just Eat, you try to replicate the iFood model, right? Take them both.

Fabricio Bloisi
CEO, Prosus

Thank you. Good to see you here optimistic. I look forward next year. Like celebrating the news. That is my expectation now. Good. I talk about the stock deal paradox. I am very optimistic about the future, but unbelievably realistic and I face the bad situations directly like a Dutch person. I talk about all the problems every day. Our life here is talk about problems. We do not spend any time celebrating. There are many things that I expected would go better. The reality is we have a situation of fight in Latin America, for example, right now, and that was not what I said last year. I said, "Look, we have 85% market share." What is the consequence of. We are going to win, we are going to keep investing, and we are going to win.

It costs us to keep our current market share that is around 80%, while you have other people investing lots of money. What makes me confident? The customers keep saying this is the best product. Our economics is EUR 1 billion better than the competitor, but even so, it puts pressure in our numbers. This is clearly going different than what I talked last year.

Errol Keyner
Deputy Managing Director, European Investors-VEB

But competitive pressure in Latin America has been bigger than you anticipate.

Fabricio Bloisi
CEO, Prosus

Yes, it is. Even I think we are winning in terms of product quality, et cetera, it makes the economics worse. So the efficiency on iFood actually today, it is amazing, and the product is amazing. But the numbers are not growing in terms of, for example, results, because we have a competitive scenario. At the other time, what makes me optimistic on that is we are seeing the competitors giving a lot of money in subsidies, and probably they will find out that their competitor is ready to fight to win and to make sure that the best products are going to keep winning and to keep our market share there in Brazil.

I am moving is lower than I expected in Just Eat Takeaway.com, and I started from a worse position than I expected. So when we made the announcement we were growing - 6%, it was bad. When we got the company, it was - 9%. The momentum of growing - 9% is it is expensive because you are going down at - 9%. So I think Just Eat Takeaway.com is operating much, much better today, and I believe that the technology optimization compounds. So because we had a lot of progress in technology, for example, in logistics and personalization, the results are going to keep improving. But I expect it to be positive today and not positive enough. I think we are going to get positive in few months, but it is-

Errol Keyner
Deputy Managing Director, European Investors-VEB

Is iFood the benchmark for Just Eat Takeaway.com?

Fabricio Bloisi
CEO, Prosus

Definitely. Definitely. Yes. We started with a worse momentum. I think we are doing a good job in this turnaround, but there is lots of suffering in the process, let's say it this way. Much more suffering than we talk about. That said, I think the company is going to play to be a winner here. A third thing to suffer, I think the quality of the innovation I showed here is first-class global. I don't think the world understands how we have here in Amsterdam a first-class AI lab, and I think it's our fault. We are not explaining it well. We're not showing the numbers well. The document I just showed here, I think probably we should have distributed it three or six months before, really connecting financial impact with the technology that we are using, and I think this is bad.

Errol Keyner
Deputy Managing Director, European Investors-VEB

Despite what I started with, that your marketing is great, you're saying your marketing should even be much more intensive and much more optimistic and bullish?

Fabricio Bloisi
CEO, Prosus

In technology?

Errol Keyner
Deputy Managing Director, European Investors-VEB

Yes.

Fabricio Bloisi
CEO, Prosus

I think our marketing technology is bad. I think it's bad. Look, one year ago, I told here in this event that we are training open-source Chinese model and rooting it internally so we can have the best operations that is not based only on frontier model in U.S.

The whole world is saying exactly that today. If you just go to any newspaper, you are going to see the Chinese open-source models, the source, even the Americans are doing exactly that.

Errol Keyner
Deputy Managing Director, European Investors-VEB

Good enough.

Fabricio Bloisi
CEO, Prosus

Prosus started doing that one year ago. We are one year ahead of everyone, and we do not perceive a European, Amsterdam-based company training local models based in Chinese models at 10 x cheaper. My market does not talk the good things we are doing, so I do not think we are positioned as we should.

Errol Keyner
Deputy Managing Director, European Investors-VEB

Thank you very much. Very clear.

Koos Bekker
Chair of the Board, Prosus

Questions, folks, very welcome. Please, sir.

Speaker 9

Good morning. My name is Luca.

Koos Bekker
Chair of the Board, Prosus

Nice to see you again.

Speaker 9

Yes. I am representing VBDO. I am together with my colleague, Mrs. Naus. She will ask other questions. First of all, I like to make a compliment, because in fact you reduced the gender pay gap. That was a discussion last year. You improved the definition and it improved, and it was well reported. I have one question to report two more things in your next annual report. The first one is that you, as Debra Meyer also explained, that you are working on decarbonization and electric vehicles. We would like to see targets for 2030 for the electric vehicles for Just Eat Takeaway.com, obviously, but also for eMAG and for iFood. You are already mentioning what the current status is, and it was also in what Debra said.

But we would like to add there a target, then year on year we can see how it is followed up. The second point for reporting is then you have this Green Intelligence publication. I think it might inspire other AI-driven companies to also work on these issues that you address there, so this is also a compliment, actually. But the point for us is, how is this cloud-providing business reported concerning water usage, carbon usage, and also electricity and the type of that? These are standards that should be reported, in fact. You are working with global cloud providers. You had a recent new contract with Amazon Web Services. But also, in your report is mentioned that Google and Microsoft are other cloud providers. In your report, it is stated the water usage consumption, so that is good.

But in fact, we also very much would like to see in your next annual report that these other topics that are relevant as well being addressed.

Koos Bekker
Chair of the Board, Prosus

We will ask Debra to answer. While she prepares, just a question. On data centers, which drives this whole AI revolution.

They are becoming the main consumer of electricity. What is your view if someone applies to have a data center outside Amsterdam, would you be positive because that advances the world, or negative because of all the environmental impact? How do you think?

Speaker 9

Well, the behavior of the data center should be as good as possible concerning the sustainability aspects. Whether it is located, I do not have an opinion on that. So where it is, but it should be good and as transparent as possible. We have a slight preference for Europe and not for America. I must admit that. Yeah.

Koos Bekker
Chair of the Board, Prosus

Yes. Yes. The interesting thing, of course, the price of electricity differs so much between China, the U.S., and Europe. That's the food that feeds the data center so it's a problem for Europe. Debra, do you want to respond?

Debra Meyer
Independent Non-Executive Director, Prosus

Thank you, Chair. Good morning. I heard a number of questions for additional disclosures, and the general answer for that is we are working on it. We will definitely be disclosing more environmental metrics in the next financial reporting year. With regards to the electric vehicles of Jet.com, as you know, Jet.com is a new acquisition and we are onboarding them at the moment, and we will definitely be reporting on their electrical vehicle usage in the next reporting year.

Speaker 9

Oh, including the targets.

Debra Meyer
Independent Non-Executive Director, Prosus

We will be providing more information on iFood as well. With regards to the data center electricity and water usage, we are working with our data center service providers on this. We definitely agree with you that environmental and climate impact of data center use driven by cloud and AI growth is very important.

But the first step for us is to understand and map these impacts. We've started this journey, and we've come to learn that it is a very complex challenge. For most companies, us included, the larger majority of the data centers we rely on are provided, managed, and run by third-party companies, so we rely on them for access to information. The data center sector is dealing with a structural gap in the disclosure of its resources and environmental impact, not only on sector level, but insight is specifically lacking on site level, which is needed to fully understand our impact. Prosus will be engaging with our cloud service providers in the coming months to better understand how we can get visibility on environmental impact data and also on their approach to water, power, and carbon use effectiveness. You mentioned our Green Intelligence series.

We've published our first chapter on our website, and this is a series of papers, so there'll be more coming on the environmental impact of AI, and we are hoping that inspires other peers to do the same. The last thing I want to mention on AI is we have joined the Coalition for Sustainable AI so that we work with a large international group of AI users, developers, and researchers on this issue of mapping and disclosing the impact of AI on electricity, water, and other environmental metrics. Thank you, Chair.

Speaker 9

Okay. Thank you. We're done.

Koos Bekker
Chair of the Board, Prosus

Thanks a lot. Folks, questions? Please, sir.

Kees Gootjes
Director, De Nieuwe Beurskoers

Yes. Thank you . Hi, good morning. My name is Kees Gootjes, and I am a part of De Nieuwe Beurskoers. We are a Dutch faith-based investor and part of a global network of faith-based active owners. I would like to ask my first question about your role as a platform economy provider. I was very much struck by what you said, Mr. Bloisi, about we like to have our impact closer to our ecosystem, and that is why I want to compliment you on the fact that you adopted, and were one of the main drivers of the Global Principles for the Platform-Enabled Economy in early 2026. As you very well know, of course, in June, the International Labour Organization adopted a convention related to platform workers.

Whereas your principles are very much a positive best practices approach, the International Labour Organization convention is much more of a risk-based, more binding approach, of course, geared towards countries instead of companies, but of course, they impact the way companies operate in particular countries. I would just like to have your view on how these two documents relate to each other. Again, a positive impact-based approach vis-a-vis a more risk-based, more comprehensive approach with more topics related to privacy, related to the fundamental rights and freedoms such as freedom of association, those kinds of topics. How do you see those two particular documents interfacing, and what do you see as the role for Prosus going forward when these conventions, of course, become adopted into country-level legislation and things like that?

Koos Bekker
Chair of the Board, Prosus

Thanks very much. Debra, you are very welcome to respond. Prajna sitting here, she is too keen to answer. Debra, first response, and if you need it, we can add to that. Could you hear us?

Debra Meyer
Independent Non-Executive Director, Prosus

Yeah. I had my mic open, but I think someone in the room closed it. The two documents-

Koos Bekker
Chair of the Board, Prosus

Okay, I am going to ask you. Let Prajna answer quickly. You want to answer, and then Debra Meyer can add to that?

Debra Meyer
Independent Non-Executive Director, Prosus

Yeah.

Koos Bekker
Chair of the Board, Prosus

Yes. Try that. There you are. There is the mic.

Kees Gootjes
Director, De Nieuwe Beurskoers

There is a microphone on. Yeah, we are tall as Dutch people, so.

Prajna Khanna
Chief Sustainability Officer and VP, Prosus

Thank you. Thank you for the question, and thank you for the engagement we had ahead of this meeting.

Kees Gootjes
Director, De Nieuwe Beurskoers

Of course.

Prajna Khanna
Chief Sustainability Officer and VP, Prosus

Debra, I know, has the answer as well. Just a very quick interjection over there is that the International Labour Organization is a tri-party engagement organization, and it represents workers' voice, it represents governments and regulators, and it represents employers. It will always be risk-based. The principles are coming from industry. It is an industry's aspirational commitment. It will always be aspirational. I will leave it to Debra Meyer to share more on that. Thanks.

Koos Bekker
Chair of the Board, Prosus

Debra, did you get enough of the question to.

Debra Meyer
Independent Non-Executive Director, Prosus

Yeah, Chair. I think Prajna Khanna started the answer very well. What I would want to add is that the convention represents three voices, as Prajna Khanna has mentioned, so it represents the engagement between government, worker representation, and industry, and we support the adoption. I think we were present when the convention was adopted, and we see the convention as a balanced and workable framework that actually respects a country's right to consider their context and their legal systems in choosing what fits for them. Whereas the principle document is actually more representative of the industry voice, and it has to be aspirational from that point of view. For us, practically, how do we implement this?

We use the principles of the pillars in the principle to develop a monitoring system wherein we have a maturity matrix that allows us to determine the current situation of a company and then help develop them towards a best practice situation. We do not see the documents as opposing, but we see them as complementing, one as a framework and the other one as aspirational. Thank you, Chair.

Koos Bekker
Chair of the Board, Prosus

Welcome.

Kees Gootjes
Director, De Nieuwe Beurskoers

If I may just respond to that. Thank you for your explanation. You could make an argument, of course, the International Labour Organization convention is more risk-based, but it is more comprehensive in its approach and in the topics that are important for platform workers worldwide, the tens of thousands of workers worldwide that are part of your, as you call, your downstream supply chain. Even though the principles are aspirational, there is a number of gaps there that I think what I am trying to get at is, are you going to address those gaps, and is that something we can look forward to receiving in the future?

Koos Bekker
Chair of the Board, Prosus

Debra?

Debra Meyer
Independent Non-Executive Director, Prosus

Yes, Chair. We will certainly address the gaps, but as I said to you, we adopt both documents, but we adopt the convention, and the convention is extremely important because the voices of the workers is included there. From that, we have developed our frameworks for monitoring internally, and we will certainly look at the gaps and make sure that we address them and report on them, in future reporting cycles.

Koos Bekker
Chair of the Board, Prosus

Thank you.

Kees Gootjes
Director, De Nieuwe Beurskoers

Thank you for your response to this first question.

Koos Bekker
Chair of the Board, Prosus

Much appreciated. Thank you. Folks, further question, please, at the back. Right at the back. Yes.

Martine Kruitbos
Advisor Responsible Investment, MN

Thank you very much. Good morning. My name is Martine Kruitbos from MN, lead investor for the Eumedion engagement with Prosus from this year on. Today, I also speak on behalf of Robeco. First of all, we appreciated the opportunity to engage with the company ahead of the AGM, so many thanks again to the Prosus team for that constructive dialogue. I have three questions for today. One relates to agenda item one, so I think we're good. My first question relates to human rights due diligence. We recognize that Prosus has taken meaningful steps in its human rights approach, particularly in relation to platform workers, also through the work on the Global Principles for the Platform-Enabled Economy, as just discussed. At the same time, Prosus operates across a wide range of markets and geographies and geopolitical developments can create rapidly evolving human rights risks.

Against that background, what does the board see as the main challenges in identifying and managing this risk across the portfolio? What information do you receive to gain comfort that appropriate mitigative actions are taken when risks levels change?

Koos Bekker
Chair of the Board, Prosus

Debra, you have an active morning. Do you want to add, and Craig can chip in if he wants to. Try the mute. You speak German like furniture.

Debra Meyer
Independent Non-Executive Director, Prosus

We can assure you, we do not treat geopolitical and conflict-related human rights risks as downstream compliance checks. It is factored into our investment considerations and operational oversight. New investment proposals brought to the investment committee and where material to the board include geopolitical and human rights risk assessment as part of the standard due diligence package. It is viewed alongside financial, legal, and commercial diligence. The board retains a regular oversight through the risk committee and sustainability committee reports, where any geopolitical shocks, regulatory action, credible vulnerabilities within the operating business models are raised. The board has final oversight. We can assure you that human rights matters, geopolitical risks and concerns is part of our standard due diligence risk assessment.

Martine Kruitbos
Advisor Responsible Investment, MN

Thank you very much. If I...

Debra Meyer
Independent Non-Executive Director, Prosus

I do not know if Craig wants to add, Chair.

Koos Bekker
Chair of the Board, Prosus

No, I think it is fine. We will give him a chance later.

Martine Kruitbos
Advisor Responsible Investment, MN

Can I ask one more question?

Koos Bekker
Chair of the Board, Prosus

Certainly.

Martine Kruitbos
Advisor Responsible Investment, MN

Yes. Thank you. I think what would help me is if you could perhaps provide an example of the type of information or indicators that you receive that would signal that a human rights risk that was already identified is materializing.

Koos Bekker
Chair of the Board, Prosus

Prajna, you looking. Do you want to answer it, or do you want Debra Meyer to answer it?

Debra Meyer
Independent Non-Executive Director, Prosus

Prajna can go ahead and give an example.

Koos Bekker
Chair of the Board, Prosus

Steal the mic.

Prajna Khanna
Chief Sustainability Officer and VP, Prosus

That is the right height anyway. Thank you, Martine, for that question. A very obvious risk that is in our ecosystem, as we talked about, is, of course, from the platform economy. Therefore, we really spent a lot of time over the past 24 months going deep to understand where could there be any vulnerabilities, what should we be addressing. I think you are asking for beyond the platform economy, right, as we had in the pre-discussion. Currently in the world context where we operate, there is a lot of geopolitical tensions and conflict situations. Not just during. If there is a consideration of going in with capital, that is definitely going to impact the decision.

If we have companies that are already operating, OLX Ukraine, for example, there is continuous monitoring through the local teams, through the OLX team as well, both the risk. My risk colleagues and ourselves, we are continuously looking at what is happening, how can we help. Over the past few years, we have spent more than $10 million in helping impact programs to support people who have been impacted through the conflict over there. Yes, we are very engaged. What we do not want to do is beat our chest, or this is not something that you want to put out in all the work that we are doing over there in public site as well. If that answers your question.

Martine Kruitbos
Advisor Responsible Investment, MN

Yeah. That's helpful.

Prajna Khanna
Chief Sustainability Officer and VP, Prosus

Thank you.

Martine Kruitbos
Advisor Responsible Investment, MN

Thank you. That answers my question. Thank you.

Koos Bekker
Chair of the Board, Prosus

Very kind of you. Thank you. Folks, question? Okay. Welcome. Yes.

Errol Keyner
Deputy Managing Director, European Investors-VEB

For you.

Martine Kruitbos
Advisor Responsible Investment, MN

I do not know. Me?

Koos Bekker
Chair of the Board, Prosus

Why do not you take the first one and then-

Errol Keyner
Deputy Managing Director, European Investors-VEB

Yeah. My second question. My name is Errol Keyner.

Koos Bekker
Chair of the Board, Prosus

Yes.

Errol Keyner
Deputy Managing Director, European Investors-VEB

I speak on behalf of VEB. I got one topic with two questions, which I hope you can answer in context. The topic concerns Tencent. In your own risk paragraph, you indicate, well, there is a concentration risk, seeing what Prosus really is with all the activities. Financially, actually, your stake in Tencent is dominant in everything. My first very easy question is, what can you do at all to meaningfully decrease the risk of the exposure into Tencent? That will be the first question. On the other side, that is an old topic, but I really want to raise it as well. It has to do also with your remuneration system, where you say we pay for performance. I really hope you pay for outperformance. I would like to mention an interview I had very recently on the radio.

People ask me, "Errol, what the hell is happening to Prosus? The share price has dropped 30%. What kind of misery is happening there since the rest of the market is going sky high? What kind of problems do they have?" My answer, you know the answer as well, was, "It has nothing to do with Prosus itself and its activities. Tencent has also dropped around 30%. That is the reason why the share price is also down about 30%." Now, with this very rational answer, which helps you a lot, I also want to raise the question again, what is the point of the current remuneration system of rewarding the Chief Executive Officer, the Chief Executive Officer of Prosus, if Tencent is going through the roof, or punishing him if Tencent is going down the drain? Is not that exactly against your whole principle of rewarding executives based on performance?

Koos Bekker
Chair of the Board, Prosus

Craig can add to it. Can I briefly comment on both parts of your question? The first is exposure works two ways. I would have loved to have 100% exposure to NVIDIA shares over the past 10 years. I would have been extremely rich.

If you have a spread portfolio and you track the stock exchange, you get stock exchange returns. If you concentrate, you can either outperform or underperform. That is the issue. You just need to concentrate on the right stuff.

Errol Keyner
Deputy Managing Director, European Investors-VEB

You have to have luck as well. Let's be honest.

Koos Bekker
Chair of the Board, Prosus

Which is hard in life, but that's the solution. Then, I'll ask Craig on the second, but the implication of your question is that we have no feed into the strategy of Tencent. Actually, quite the opposite is true. I sit on the Tencent board. We have an ability to talk. We learn a lot from them, and we contribute to them as much as we contribute to any other of our invested companies. Craig?

Errol Keyner
Deputy Managing Director, European Investors-VEB

But if that is true, in your own annual report, you consider this as a risk factor as well, the concentration risk into Tencent. But you're saying, no, it's really it's a gift, it's a positive. You learn from it, and this company will be doing great in all likelihood in the next 10 years.

Koos Bekker
Chair of the Board, Prosus

I think it cuts two ways. The first is if you have exposure to one company of this size, of course, there's a risk if they go down.

The opposite is also true. If they rise in value, you get pulled along, and the issue is what will happen. Fabricio touched lightly on it, but the AI race is the race in the world. Basically, all the money made on the American Stock Exchange over the past year was made in AI. It just dwarfs. Everything else is irrelevant in terms of value creation. The AI race run in two places only, the U.S.

Errol Keyner
Deputy Managing Director, European Investors-VEB

China.

Koos Bekker
Chair of the Board, Prosus

West Coast and China. Nowhere else matters. I think Fabricio can correct, but that is the first phase of AI. The next wave is coming, where AI gets applied. In other words, the foundation models. Let's say the U.S. and China continue to weather the foundation model. Let's assume that. That's not the end of the debate because now AI gets applied into each little silo. So the Dutch medical system takes their client records, which they will never put on a foundation model and expose to the world, and they apply an AI model of, let's say, 200 billion parameters, not one of the big stuff with trillions of parameters. A modest AI model, maybe from China, to it. Now you've got a powerful AI engine working with your proprietary information. That's what's going to happen in the world.

I think the greatest wealth creation over the next few years is going to be application of AI to particular data sets with confidential data, controlled by the company so it is not out in the world. I think that'll rest mainly on the Chinese open models because they're so much cheaper. Much of that debate still is taking place.

Errol Keyner
Deputy Managing Director, European Investors-VEB

I know.

Koos Bekker
Chair of the Board, Prosus

It will happen here. It will happen in every economy in the world. The benefit we have of proximity to China is in that field, they actually lead. They are actually ahead of the U.S. in many respects. We learn from it, we try to apply it elsewhere, and we contribute the little that we can. Craig, do you want to add to that?

Craig Enenstein
Independent Non-Executive Director, Prosus

Certainly. First of all, thank you for the question. Nice to see you. A few pieces fall into the remuneration aspect of the question here. Ultimately, management is balancing through their day jobs, coupled with the way remuneration overlays the key factors of, one, how do we manage our operational portfolio to maximize not only value, but perceptual value, such that that unlocks a separate, discrete, and calculable benefit to the shareholder? There are elements of the incentive program that are structured principally around that.

Secondly, how does management look at its concentrated stock position, which is absolutely a risk factor, but also, as Koos has talked about and has been discussed for years through these sessions and beyond, a very powerful tool through Tencent to create value in the Tencent stock, but also in the symbiosis of the interactions between the group and Tencent itself, some of which was just noted. Then third and finally, in the non-controlled asset space, to make thoughtful investments, particularly around businesses that are either going to directly interact with and benefit the controlled assets in the group, or from which we can learn such that the leadership team and the leadership across the group assets can benefit from seeing across into the frontier or into adjacent spaces that will help educate and enhance value creation.

When you take that down to remuneration architecture, the goal is to build a combination of tools that speak to all those different ways that value is created in this particular organization. That is a combination, of course, of creating value in the e-commerce group itself, where there is material incentivization for the team to unlock that value. Second, through the total shareholder return as well, because that is ultimately how you can day-to-day measure our performance. Over the long run, the aspiration is to ensure that that is accomplished and done in a way that is highly competitive relative to the tough players in the market, regardless of what the topic is in any one year, to make sure that that is done over the long run.

The portfolio of objectives is designed to unlock value across all of those spaces in order to recognize that that reflects the underlying architecture of what is inside the organization.

Errol Keyner
Deputy Managing Director, European Investors-VEB

Yeah. A lot of it, what you are saying, I agree with, except one thing. I do agree, indeed, for all the things that Mr. Bloisi and his team can really influence, can manage, he is responsible for that. He should be penalized if he is making a mess out of it. He should be rewarded together with the team, all the employees, if miracles happen indeed. But it is hardly so that Mr. Bloisi and his team have got any influence how good or how bad Tencent is performing. As long as the share price of Prosus is so closely linked to the value creation within Tencent, where you do not have any direct influence, at least, I think it is unfair. It is unfair in a positive way, and it is unfair in a negative way. He should not be punished if Tencent is going through a difficult period.

He should not be rewarded if the value increases by 50%. That is the principal issue we are having. If your own principle is paying for performance, this is not his performance at all. Maybe just-

Craig Enenstein
Independent Non-Executive Director, Prosus

I think there's great insights there, but I'm going to add a little bit of context that I think is potentially useful for you as well. I agree with you, we do not run or drive the behaviors of Tencent. However, I do believe that management is given authority to come to the board and bring concepts forward that the board then actively reviews and ultimately adjudicates around topics that are inclusive of capital allocation. Capital allocation is inclusive of Tencent. When we look at, for example, the share buyback program, which is not something that one should take for granted, it's something that was a specific decision at a point in time. It was based on strategic analysis, and ultimately, that work has been well-received, generally speaking, by the shareholders.

I would argue that management has had a wonderful ability to share their input on that, be an influence, and help guide the board and the board's affirmation of that decision is a material ability to influence a behavior that does tie to some of the points underlying your question. Moreover, I do believe that through the types of learnings and interactions that do go bidirectionally between the organizations, as was mentioned by the chairman, there is opportunity to unlock significant value across the totality of the portfolio, some of which independent of Tencent, some of which is interdependent with Tencent. I think that those elements, once again, do tie to managerial points of control, vis-a-vis the ways that those learnings are translated into actions, behaviors, and ultimately communication.

Errol Keyner
Deputy Managing Director, European Investors-VEB

The last part of your question I can only agree with, and I wish you lots of luck. The first element, I think we agree to disagree, but I wish you good luck with all the things that you can really influence. Thank you.

Koos Bekker
Chair of the Board, Prosus

Thanks a lot.

Craig Enenstein
Independent Non-Executive Director, Prosus

Thank you.

Koos Bekker
Chair of the Board, Prosus

Thank you. You've had a chance. Please come up. Yes, you can pull it down.

Luca Naus
Project Manager of Sustainability and Responsible Investment, VBDO

Yes, not all Dutchies are so tall. Hi, my name is Luca, also from the VBDO, the Association of Investors for Sustainable Development. I want to thank the Prosus team also for having a very constructive pre-AGM engagement and also for providing already answers to our questions in writing. My question kind of ties into, I think, the question of Kees and Martine a bit more on human rights, labor rights, and particularly focusing on living wages for the platform workers. During our pre-AGM engagement call, we talked about this topic, and it was discussed that Prosus has developed a methodology to calculate the hourly wage of the platform workers, and that soon a publication will be published showing that those hourly wages meet the legal minimum wages in all the geographies.

However, in many of those geographies, especially in the Global South, in countries like India or Brazil, those legal minimum wages do not meet the living wages as calculated by, for example, databases or organizations like WageIndicator Foundation. Our question, and we have asked these questions to multiple Dutch publicly listed companies, so it's one of our focus themes this year, is whether Prosus also has targets related to living wages, or whether those targets will be developed, and what kind of concrete actions will be implemented in the coming year to move beyond those legal minimum wages and move beyond living wages for the platform workers. Thank you.

Koos Bekker
Chair of the Board, Prosus

Debra, do you want to answer?

Debra Meyer
Independent Non-Executive Director, Prosus

Thank you, Chair. Again, good morning and thank you for the question. As I've mentioned in my comments, and I'm sure you've heard in the pre-discussions, our internal assessments on earnings for platform workers show that our platform workers' earnings exceed those in comparable formal and informal occupations. Those calculations are validated by external reports. I'm sure Prajna can provide detail with where you can access that. Due to the autonomous and flexible nature of platform work, hourly wages are the best indicators of fair remuneration, because living wage is dependent on a number of working hours per week. For our delivery partners, they decide on how many hours they will work per day. In addition to that, they will work for more than one platform if they decide to do so. We feel that hourly wage is the best comparison to make.

When we use our calculations, the hourly wage made by our delivery partners exceeds that of comparable formal and informal occupations. As I've said, it has been validated by external reports, and we can provide access to those reports. Prajna can give you detail with regards to where you can see that. We continue to monitor the wages, and we encourage also industry participation because it's not something we can deal with on our own. Our peer group has to assist, especially because, as I've mentioned before, our platform workers work for more than one platform, so the responsibility is not just ours alone. I think you were asking something about whether we will provide targets. We are developing value chain worker-linked metrics and will include those targets in the coming years.

Luca Naus
Project Manager of Sustainability and Responsible Investment, VBDO

Okay. Many thanks. Also looking forward to the upcoming publication. I think your last response about the targets for workers in the value chain is also answering the question that I submitted about the CSRD. Maybe I can still kind of ask that question, even though it's already halfway answered.

Koos Bekker
Chair of the Board, Prosus

Sure.

Luca Naus
Project Manager of Sustainability and Responsible Investment, VBDO

The question also contains a compliment that you very clearly disclosed the DMA and especially which topics in the DMA and which topics are considered material, how that has changed compared to last year's annual report. Wanting to compliment you on that. Indeed, we noticed that, for example, for the material topic of workers in the value chain, but also circular economy and resource use, no targets has been disclosed under the heading of actions and targets. Mainly actions were described, but targets were missing. Looking forward to seeing more clear targets disclosed on that.

Debra Meyer
Independent Non-Executive Director, Prosus

No, thank you very much for the compliment. As I said, we are working on the targets, and we will be disclosing more. On the circular economy, I just want to remind you that OLX, their business is facilitating circular economy, and they have been reporting very effectively of the impact of their business on the environment. In areas where you are asking us to look for more targets, we are developing those and making decisions on at what level we will be setting those targets, especially Prosus level, and linking that then to our portfolio group.

Luca Naus
Project Manager of Sustainability and Responsible Investment, VBDO

Yeah. Great to hear. Thanks a lot, and looking forward to that.

Koos Bekker
Chair of the Board, Prosus

Let's see how well Debra and Prajna can do next year. Folks, please, welcome, sir.

Kees Gootjes
Director, De Nieuwe Beurskoers

Good morning. My name is still Kees Gootjes from De Nieuwe Beurskoers. At my first question, in the preamble, I forgot to say that we appreciated the dialogue that we also had before the AGM with you. Last year, I was at the Just Eat Takeaway.com AGM, and of course, with your acquisition, sort of the responsibility rolls to you now. I appreciate the opportunity also to dialogue on these topics with you. One of the benefits of being a faith-based investor is that you have access to a lot of thinking around the morality and ethics of the global markets. One particular document that has recently caused a lot of reflection is, of course, the papal encyclical around AI and responsible AI and, of course, human dignity.

I am going to be asking this question at a number of AGMs, but you happen to be the first one because of your broken ear. So, hey, you like being a pioneer, so in this case, you are the first one to be able to answer this question as well. I really want to take it out of a risks and due diligence thing and have a moral and ethical reflection, and that is why I want to ask you, Mr. Bloisi, as Chief Executive Officer, of course, but also as somebody who has decades of experience in AI and technology, to reflect on in the breakneck development of AI. Personally, for me, a fully autonomous restaurant sounds horrifying, but we can agree to disagree on that.

How do you see your role as Prosus in maintaining human dignity for your employees, but also, again, for the platform workers in your supply chain, and how do you work with that? That is something I would like to have your reflection on, if that is possible.

Koos Bekker
Chair of the Board, Prosus

Fabricio, I can tell you do not have 10 years experience in AI because no one has.

Kees Gootjes
Director, De Nieuwe Beurskoers

No, I mean tech.

Koos Bekker
Chair of the Board, Prosus

It sort of started in November 2022 when OpenAI suddenly launched.

Everyone started from the blocks then. But still, what do you say?

Fabricio Bloisi
CEO, Prosus

I am not familiar with the document you said. Like you said, there is this one specific document everyone is talking about.

Kees Gootjes
Director, De Nieuwe Beurskoers

Yeah, "Magnifica Humanitas."

Fabricio Bloisi
CEO, Prosus

Magnifica Humanitas." I am going to answer without considering what is written in the "Magnifica Humanitas." AI is going to change how we live as much as electricity. For example, there is a goal called AI+ in China that says that all equipment, not only your phone, but everything around you, will have full AI model in the next few years, like three or four years. This is going to change how the whole world works. Your question was how to maintain human dignity. I think Prosus has a responsibility on that, owning the capability of defining the future. Because today, Europe does not own it, Latin America does not own it, nor India has any ability to say how the world is going to be.

The reason is 90% of the decisions that talk about the future are made today in California, and the other 10, 9 are made in China, and the other 1 is split by all around the world. You can say we will never agree. The whole world is never going to agree if the restaurant should have full autonomy or 80% autonomy. It is going to be something between 60 and 90. Probably some people are going to say do 60, some people 90. But the way today Europe is handling that, and Latin America, and India, we are out of the dialogue. We are completely out of the dialogue. Many people say we have to preserve the European values. I say, "Great, so let us invest more in AI," because there is no voice.

There is no dialogue with Europe if we do not have capability to define things here. I think we have some questions here about how Prosus treats circular economy or sustainability or work dignity. I think we are a company that talk a lot about that. We try to publish things that are aspirational, so we try to reach that over time. I think that is a positive contribution. To have a positive contribution, we have to be good on all of that. We have to know how to do an autonomous restaurant, and then we can say if it is 60, 70, 80, or 90, or we can just wait and let the rest of the world decide. I think the discussion on if you are for or against it, there is not a discussion. It is like electricity.

Your translator and your AirPod and everything around you will have full autonomous AI model in the next few years. How important we are in this process? My job is to make Prosus extremely important. You can come here and you chew and you say, "I think we should do it a little better." I can say, "Yes, I think I can." Today, Europe can't. Latin America can't. India can't. I think this place, AI House, and what we are doing enable us to have this dialogue. Let's keep having this dialogue here instead of wishing.

Kees Gootjes
Director, De Nieuwe Beurskoers

Well, thank you, and I very much appreciate that because, as you say, what's happening here is largely seen as irrelevant, and of course, that's a shame. That's something this document, this encyclical also points out. Do we want to have this top-down approach mostly directed by, as you say, California, or do you want to have more of a grassroots, peoples-based approach towards this technology that's going to change our

Fabricio Bloisi
CEO, Prosus

We are the grassroots.

Kees Gootjes
Director, De Nieuwe Beurskoers

world. I would encourage you. I am a little bit surprised you haven't read this yet because I really would encourage you to read it because it, not just for-

Koos Bekker
Chair of the Board, Prosus

It is the case. Can I tell you, we have a director that is better read than us. One of our directors writes me here, "'Magnifica Humanitas'"-

Kees Gootjes
Director, De Nieuwe Beurskoers

Perfect

Koos Bekker
Chair of the Board, Prosus

is a thoughtful document. Please see the recent interview with Yuval Noah Harari in 'The Economist.'" There we start.

Kees Gootjes
Director, De Nieuwe Beurskoers

I do not have access to "The Economist" because there is a paid platform there, but I look forward to finding it some way. Again, I really think this is an important dialogue to have and to bring it out of the risks and opportunities thing, but to have a deep discussion about what kind of a role do companies like Prosus play in our future, and I appreciate the dialogue, and I hope to continue this dialogue going forward as well. Thank you.

Koos Bekker
Chair of the Board, Prosus

I think it is a valuable topic, and I am sure next year we will talk more because the point Fabricio makes, Europe is a recipient.

It is not an active player, and that is wrong. Europe needs to play a part. How do we play a part? It is universities, definitely companies, governments, but it is far behind.

Fabricio Bloisi
CEO, Prosus

As more contribution on this direction, sometimes I get some feedback from European Commission, from some of our shareholders. I disagree with the platform, just this platform on that, or the AI platform of Prosus on that. The question is not if I agree or I disagree with our implementation. It is going to happen, platforms for gig workers. It is going to happen. The effect of the European policy over the last few years is that none of the leaders are based here. We are not succeeding in stopping anything. The AI will happen, but it is going to be led by companies based in California. In the gig work, the same thing. Right now, Prosus is saying we are going to have a big global winner with our European, Brazilians, Indians values here. If you think we can do better, let us do better.

But we have to say, let us embrace the way the world is going, because the way we are reacting today to say no is unbelievably ineffective. The American companies are still doing the same thing here in Europe. Our job as Prosus is to win and to lead, and hopefully lead in agreement with you on how we do it. I think we are doing some progress, much more ahead.

Koos Bekker
Chair of the Board, Prosus

Clearly, this is just the start of a discussion. This will Please, at the back, please.

Martine Kruitbos
Advisor Responsible Investment, MN

Thanks. Again, Martine Kruitbos from MN, also speaking on behalf of Robeco. I have a question relating to the Moonshot award for the Chief Executive Officer, and I realize it has partly been answered already. But for the minutes and also to have clarity on what to report back to my clients, I would like to ask my question. We are now halfway through the performance period of the Moonshot award, and the targets appear increasingly challenging to achieve. We have previously expressed concerns about the incentive, particularly given its size, and we remain concerned that it could lose its motivational value if the targets come to be seen as out of reach. Could you reflect on how you will monitor whether the award remains effective over the remaining two years? I am particularly interested in how shareholder feedback on the award has evolved since it was introduced.

Also whether shareholder feedback has influenced your thinking on the incentive design.

Koos Bekker
Chair of the Board, Prosus

Thank you. Craig?

Craig Enenstein
Independent Non-Executive Director, Prosus

Thanks for the question and for continued dialogue with us on it. The Moonshot's market cap target now requires roughly a 30% annual compound growth from here versus about 19% at the outset, which aligns with the nature of your question. The TSR comparator relative to the peer group is about the median. On that particular side, the goals are in the zip code of what is the target. The committee absolutely monitors this progress via our annual disclosure, our shareholder engagement, comments like yours, and we seriously do take mind of the risk that a stretched or binary target can lose the motivational force before the period ends. I would like to note that the team, moreover though, is motivated by additional LTIs, as is discussed in the annual report. The Moonshot itself is a one-off design focused on extraordinary performance.

We also acknowledge that the framework should be examined before the end of the four-year period, and the next design should be thoughtful and considered. Adding a little bit of personal commentary on top, what I will say is the primary genesis in the global markets for Moonshot concepts is like the name is designed. Difficult things sometimes are important to set out in a very specific, well-articulated journey for people to go and do the things that seem somewhere between challenging and maybe even impossible. What I can tell you as a front-row observer to this particular management team is they have been indefatigably focused on going after these goals. It is not just at a macro level, which is often what we are talking about here, but it is all the way down to each divisional level.

Each part of the group has its own sub-goals that they have been working hard against to try to achieve the rolled-up goal of the Moonshot. What I love about that for you and for the company is what it means is that everybody is charging hard for a long sprint, and long sprints are hard, but everyone is charging on this long sprint toward these very important and transforming goals. We see it at Jet.com, we see it at OLX, we see it at iFood and beyond. I love for the future of the group and the future of value creation, the idea that everyone is working so hard.

If the Moonshot does not succeed, a related question that I have been asked that is not directly in your question, but I will answer it because it is not just about motivation, it is also about behavior, is: Is there extra risk of extreme behaviors that might be a consequence of being too far out of the money on this opportunity. I think that is always a topic that is important to look at. I will say that the risk committee, the audit committee, the board as a whole keeps close eye on those topics. I have personally seen nothing to suggest anything but continued vigorous behavior toward the core objectives using proper business principles. But we will keep an eye on this.

Finally, as a restatement of what I said in the earlier part of my remarks, we have multiple parts of the LTI architecture, and management has many ways to create value and to earn reward for such value creation. If they do not achieve it on the moonshot, it will not be for a lack of trying, and it will not be a lack of other rewards to continue to keep them motivated.

Fabricio Bloisi
CEO, Prosus

I would like to make a contribution to this discussion. I never talk when you talk about that, but let me give you the context. I started a company of two people. I grew it to 10,000 people. I had unbelievably difficult problems my whole life. I am not, "Oh, my god, it is 30%, it is 20%." I am here to create a global leader, and when the number goes down, I work 3 x more. That is what we call entrepreneurship. Craig Enenstein said, "We asked Fabricio Bloisi to buy shares." No, I bought $25 million or $30 million in shares with my own cash. I took my cash, $30 million, and bought in shares. It is just the start. I am going to buy much more. I am entrepreneur. This is a company I treat as one of the owners of the company, one of the partners just like you.

It is not a matter of let us make these small adjustments. We changed the company to a company driven by entrepreneurs. What I am going to do here is create a lot of value, and it is not because six months ago, people are saying, "Oh, now the target is too easy," because the share was 60. Then now the share went to 38, they say, "Now the target is too difficult." Yeah, that is life, and then we are going to work 3 x more tomorrow. So motivation is as high as ever in the next 25 years, and tomorrow is going to be a little higher.

Martine Kruitbos
Advisor Responsible Investment, MN

Thank you for confirming, and also thank you for the context. Very helpful. Maybe a final remark, when it comes to the assessment and the next design, we would very much welcome the opportunity to engage with you again on that.

Craig Enenstein
Independent Non-Executive Director, Prosus

I would really enjoy that. One of the things I can say is I have spoken to an enormous number of our shareholders. I will continue to tell you that my interactions are extremely beneficial. The topics are taken into committee. They make it into the board. Your ideas are welcome. We do not ever believe that continuous improvement should be stopped. We should always look for ways to add value to our programs. A lot of the tools that we have today are direct consequences of great engagement with people like yourselves. Please continue, and I look forward to it.

Martine Kruitbos
Advisor Responsible Investment, MN

Thank you.

Koos Bekker
Chair of the Board, Prosus

Folks, have we dealt with all the questions? Please, Errol.

Errol Keyner
Deputy Managing Director, European Investors-VEB

Yeah. Errol Keyner on behalf of VB European Investors. I got one question. I hope you accept the question with a smile because it is a light question. Before I do that, let me give you a compliment because I think this meeting, this AGM, is much more dynamic, much more helpful for shareholders because the approach that you have taken, question by question, ensures there is not somebody asking 10 questions, which takes half an hour, and then the meeting is falling asleep, and you say, "Well, we stop the meeting." This is much better for shareholders, so I thank you for that. My question about the dynamics within the board. It is a question which I never asked, it is the first time in 23 years I am asking this during an AGM, is about diversity.

The board is very diverse, not only race, but also male, female, geographical, the country you are coming from. There is one thing which surprised me considering the kind of business that you are looking into. You would expect a company being on the forefront of tech, of data, of platforms, and so on, that so many people are sometimes even older than I am. I would have expected one or two members to be 35 or 40 years old. Not that I do not appreciate or recognize your contributions, and you all look great. You look very young, but you are not. Actually, you are not. This is more serious than the joke I have been making, because I do believe that somebody who is 35 or 38 years old may have a different perspective about what is going to happen.

You should not have eight of these people, I am sure you should not have, but maybe one or two that may help the kind of discussions you are having, the kind of decisions that you are taking, the way you are allocating your capital, the risk you are accepting or you are avoiding. Maybe some perspective, especially to you, Mr. Chairman. Is this something that you are considering, having one or two people of a different age group, a different generation within your board?

Koos Bekker
Chair of the Board, Prosus

That is a hugely interesting question. Because if you look at AI, firstly, most mathematicians made their discoveries in their 20s. When you are 30, you are too old. Even people like Albert or Isaac later in life faded. Mathematical ability peaks very early. AI is very closely allied to mathematical ability. Several people in their 20s are earning, have packages of more than $100 million for the five years or whatever, both in California and in China. It is increasing. It is not stopping. Someone coming out of a PhD program with three years of internship at a good AI laboratory, he talks about $1 million a year. Apart from the shares. The pay is evidence of the fact that very young people make huge outside contributions to AI, no doubt.

If you look at Fabricio's team, they are exceptionally young, and I want you to just say a word quickly about youth in your team.

Fabricio Bloisi
CEO, Prosus

Not Fabricio.

Koos Bekker
Chair of the Board, Prosus

Not Fabricio, but the team. They are young. Quite correctly. There is another function of a board, and that is that there is some benefit in having seen a movie before. For example, I went through the internet boom. In 1999, our company, this company, was vastly overvalued, totally overvalued, like every other tech company in the world. Then you have the explosion. We actually came through it well, but we entered the water too quickly, so we did not know it will drift down for two years. So after six months, we relaxed, started buying companies. So you have seen the movie. Now you say, "I am a bit more cautious." So I think when you look at age, the negative is the older people get, the less risk they assume, which is bad. In our business, if you do not take risk, you are dead.

On the other hand, having seen the movie or a few movies, you sometimes are able to recognize patterns. They say history never repeats exactly, but it rhymes. You see the pattern, you say, "I am not going to go there again." Or like you asked Fabricio Bloisi about his mistakes, we made some mistakes two years ago. Bad investments, right? In education, for example. Lousy area. Never going to go there again. In any case, so the balance in a board has a few things. There is certainly an age factor, both good and bad. You will see we have a mix there. One of our new directors is much younger than the rest. Then you have geography, then you have a bit of a gender balance. Then also, a balance of background. You want sufficient tech, but not all tech. We have audit committees and things.

So it is a tricky one, but I am really happy with our board. Over the years, the 40 years I have been associated, it has just been a joy to work with the board. We have Rachel Jafta as our, drafting as our nomination committee chair. Rachel, do you want to add to that?

Rachel Jafta
Independent Non-Executive Director, Prosus

Thank you, Chair. Yes, the combination of an institutional knowledge of this group that is rather complex across several countries. If you look at the latest appointments on our board, you will see that the age is coming down. We do have a difficulty in appointing people in the range from 35 to 40 because they might be in companies that are in competition with us. If they should leave those companies, they might not be relevant to us. But we take note of your input there, and we rigorously annually look at the composition of the board in terms of experience, expertise, the need in terms of our strategy, and also geographies, as the Chair has pointed out.

Thank you, Chair.

Errol Keyner
Deputy Managing Director, European Investors-VEB

We are singing the same song, to be clear. But I do not want to go from the one extreme to the other one, just having 20-year-olds.

That is certainly not what I am trying to mention here.

Koos Bekker
Chair of the Board, Prosus

Since you have the man here.

Errol Keyner
Deputy Managing Director, European Investors-VEB

At least one person of 38, if this person is available somehow, somewhere in the board as non-executive director, as a second job, as additional jobs next to the operational one, could be something that helps the dynamic and avoid a mistake, which obviously comes with the package, comes with the age.

Koos Bekker
Chair of the Board, Prosus

Good. What is the average age of your people in this building, at a guess?

Fabricio Bloisi
CEO, Prosus

It is much smaller than mine.

Koos Bekker
Chair of the Board, Prosus

Like what?

Fabricio Bloisi
CEO, Prosus

Specifically in AI. I do not know the number, but on our specific tech and product and AI team, I am the old guy.

Errol Keyner
Deputy Managing Director, European Investors-VEB

Thank you very much.

Koos Bekker
Chair of the Board, Prosus

Folks, have we dealt with the questions here before we go online? Welcome. Please.

Martine Kruitbos
Advisor Responsible Investment, MN

Thank you. This is my final question. Martine Kruitbos from MN, speaking on behalf of Robeco as well today. In addition to the board appointments on today's agenda, I would also like to congratulate you on the recently announced nomination of Pedro Arnt as an independent non-executive director. I think it was mentioned in the opening presentation that you expect the formal appointment to take place at the 2027 AGM. Is that correct? Could you elaborate on that decision? We were-

Koos Bekker
Chair of the Board, Prosus

It is a bit funny.

Lynelle Bagwandeen
Group Company Secretary and Head of Global Company Secretariat, Prosus

Happy to take a chair. Thank you for that question. We have reflected on that point, and to enable Pedro's immediate participation, without the inconvenience and admin of convening a special EGM or waiting-

Koos Bekker
Chair of the Board, Prosus

Just explain why the problem occurs.

Lynelle Bagwandeen
Group Company Secretary and Head of Global Company Secretariat, Prosus

That is fine. The problem occurs in the Netherlands, because once you appoint a director to a board, he is not considered an effective active director until confirmed by the shareholders at the AGM. We published our notice of AGM, as you know, on June 29, and Pedro Arnt's appointment followed in the first week of August, which did not allow us enough time to amend our AGM with the sufficient time period to put him forward at this AGM, which would have obviously been our preferred route. We then had three options, and subject to the advice of our good counsel, we elected to ensure his immediate participation without the delay till next year or the inconvenience, as I mentioned earlier, of hosting an extraordinary general meeting. We, and the board has confirmed this yesterday, have resolved to appoint him with immediate effect as a provisional board member.

He has all the benefits, all the actions and powers of a full board member. This is enabled in terms of our articles of association and will be registered with the Chamber of Commerce. He is technically fully effective as a board member as of yesterday. We can confirm that approach is a far more practical, a far more effective, and a far more time-based approach.

Martine Kruitbos
Advisor Responsible Investment, MN

That answers my question. Thank you.

Pedro Arnt
Independent Non-Executive Director, Prosus

Mr. Chair, if I may add 30 seconds on that.

Koos Bekker
Chair of the Board, Prosus

Please.

Pedro Arnt
Independent Non-Executive Director, Prosus

I just wanted to say that the reason for the timing mishap has nothing to do with Prosus' management of the process, which was actually timely and should have gotten us in time for the AGM, but entirely on my end and certain clearances and approvals that I needed from my board. Hence, I was the one who ended up pushing the approval process into a date where this issue happened. But in terms of the Prosus process, I think time was correctly managed.

Martine Kruitbos
Advisor Responsible Investment, MN

Thank you.

Koos Bekker
Chair of the Board, Prosus

We're very happy to have Pedro. He'll add lots of knowledge of Mercado Libre, a great success story in LATAM, where he was financial director for many, many years. Folks, have we dealt with the questions here? Can we go online, please?

Kees Gootjes
Director, De Nieuwe Beurskoers

Sorry, just because I-

Koos Bekker
Chair of the Board, Prosus

Please, Kees.

Kees Gootjes
Director, De Nieuwe Beurskoers

Kees again.

Koos Bekker
Chair of the Board, Prosus

Yes.

Kees Gootjes
Director, De Nieuwe Beurskoers

I am Kees. I believe we are addressing other agenda points as well, so I will get my question out of the way and then the rest of the AGM can go smoothly with my interjection. It is about executive remuneration. Again, this is also the questions that we sent beforehand. If you look at the annual reports, you see about 30 pages on the remuneration, on the executive compensation of about 20 people within the tens of thousands of employees that Prosus has. As you mentioned earlier on this meeting, you said most of the value created in the U.S. has been on the back of AI, but we also see lots of reports out there that the Wall Street gains have not gotten down to, let us say, the Main Street gains. So, you see there is a lot of economic inequality going.

In answering another question of the VEB also mentioned dizzying salaries for a very small subsection of AI tech workers that, in the marketplace, have a very favorable position. But of course, there are other people of the global economy that have a less favorable position. So, on the one hand, you have almost 30 pages of very deep reporting on the executive compensation of about 20 people. On the other hand, there is relatively little information on the compensation of the, for example, the downstream supply chain, again, the platform workers in your economy as part of your businesses. My question to you is, going forward, can you commit to providing more insight on the relative sort of factors related to executive compensation on one hand, and on the other hand, the compensation of the workers?

Because, I think you would agree with me as a European Rhineland Model company, you want there to be some sort of parity there and that Wall Street gains also mean Main Street gains.

Koos Bekker
Chair of the Board, Prosus

Prajna, could we ask you, the problem you have, of course, is we are spread across many, many countries and different currencies and whatever. It is not so easy, but any thoughts? The point is the top guys and ladies, fully analyzed, but you have 40,000 people. Is there any way to think about that?

Kees Gootjes
Director, De Nieuwe Beurskoers

Tens of thousands of-

Koos Bekker
Chair of the Board, Prosus

And-

Kees Gootjes
Director, De Nieuwe Beurskoers

He is talking about the

Koos Bekker
Chair of the Board, Prosus

ecosystems

Kees Gootjes
Director, De Nieuwe Beurskoers

3, 4 million people outside, yeah.

Yeah, yeah.

Koos Bekker
Chair of the Board, Prosus

Any thoughts?

Kees Gootjes
Director, De Nieuwe Beurskoers

I know in response to the VEB question, you are coming up with a document related to that. For me, it is more about the relation between executive compensation and the compensation of, again, the people at, you could say, the bottom of the pyramid.

Koos Bekker
Chair of the Board, Prosus

Prajna, thoughts?

Prajna Khanna
Chief Sustainability Officer and VP, Prosus

Thank you for the question. Actually, this is a question I have struggled with from the first AGM I ever attended when I saw the ratio that we are sort of mandated to utilize, the methodology we are mandated to utilize, which actually provides zero meaningful insights for the users of that.

Kees Gootjes
Director, De Nieuwe Beurskoers

Yeah. Also mentioned in the annual report, yes.

Prajna Khanna
Chief Sustainability Officer and VP, Prosus

Absolutely. Considering the diversity of our geographical presence, the breadth and nature of the activities that we undertake, it is absolutely a fallacy to try and benchmark a Chief Executive Officer of the corporate with the people who are perhaps in our value chain, workers at the eMAG warehouse, for example. I just don't think that is absolutely a valid comparison to even make. This has to be done at a local level and benchmarked to sector remuneration or how sector is rewarding at specific levels of activities. This is something we must existentially also discuss. We have very nice conversations with our audit team and the sustainability lead about these topics during the year. There is definitely from an industry perspective, not industry actually, all of us together have to really consider why do we even do this? Zero meaningful insights.

Kees Gootjes
Director, De Nieuwe Beurskoers

Yeah, but I think it gets to a deeper problem. It's not just inequality, but it's also the perception of inequality. If that's not addressed, then I think people log off, and they talk about this moonshot bonus and what's going on, and this is ridiculous. It's about engaging not just on a 1 to 350 or 570. That doesn't mean anything. Very much agree because it's comparing apples to, you know, footballs.

Prajna Khanna
Chief Sustainability Officer and VP, Prosus

Oranges.

Kees Gootjes
Director, De Nieuwe Beurskoers

It doesn't work, but there has to be some sort of meaningful engagement on executive compensation, vis-à-vis the value of the people at the bottom of your period that you seem to value very much because you spend a lot of time in your annual report talking about them except their levels of compensation, how that relates to the executive compensation.

Prajna Khanna
Chief Sustainability Officer and VP, Prosus

Actually, thank you for that trigger, because I do think that could catalyze us to have some sort of more dilemma sharing in our annual report on how meaningless that is. We must be talking more about how we are compensating for specific activities at the level where they are.

Fabricio Bloisi
CEO, Prosus

Let me make a quick note on that. I was the Chief Executive Officer of iFood. We share a lot of this data in Brazil, the remuneration, the digital worker, how much they do, how to compare them with the society. When I came here, I didn't like the way we do it here because you do these averages of people from Brazil, from India, from Europe. You can't imagine how these averages say absolutely nothing because you cannot multiply 3 million people and get your average. We have the data. We even publish data by country.

I don't think this central approach of averages. I've seen some of those data. I think what we publish by countries is better. We talk about that a lot.

Kees Gootjes
Director, De Nieuwe Beurskoers

Again, it's about addressing that perception that I think is really, really important in our current society where we see people logging off and becoming very skeptical of the way we structure our current economy. My last comment, thank you very much for this dialogue. It's an AGM that has an unusual amount of meaningful shareholder exchange, and I really do appreciate that. Thank you very much for that.

Koos Bekker
Chair of the Board, Prosus

Well, thank you for the quality of the engagement. Folks, can we move online and check if there are any online questions? Lynelle?

Lynelle Bagwandeen
Group Company Secretary and Head of Global Company Secretariat, Prosus

I am checking, but at the moment, there are no online questions.

Koos Bekker
Chair of the Board, Prosus

Folks, if we are at the end of the local Q&A, can we move to the voting? I want to thank you for very lively participation. Now, remember, these people in the room are not running away. They will be outside here, so if you have a personal question you would like to ask, maybe did not want to share it with the whole world, you are very welcome to do so. You can also, if you are online, log in. Just tell us what is the best way to reach us online.

Lynelle Bagwandeen
Group Company Secretary and Head of Global Company Secretariat, Prosus

We shared the investor relations email earlier, but they are welcome to email us directly, and we are happy to engage.

Koos Bekker
Chair of the Board, Prosus

Okay. So either here over coffee or online

Lynelle Bagwandeen
Group Company Secretary and Head of Global Company Secretariat, Prosus

Yes

Koos Bekker
Chair of the Board, Prosus

Please continue. We would like to answer the questions if we can.

Lynelle Bagwandeen
Group Company Secretary and Head of Global Company Secretariat, Prosus

I have just put the email address up again on the screen.

Koos Bekker
Chair of the Board, Prosus

Okay. Lynelle, could you put the specific agenda items to the meeting, and then let us get into voting?

Lynelle Bagwandeen
Group Company Secretary and Head of Global Company Secretariat, Prosus

Thank you, Koos. Just to remind shareholders who registered to vote at the meeting, you will now have an opportunity to vote in case you haven't done so already. The explanations for each agenda item has been provided in the notice of AGM, so I won't repeat them now. I will simply note the agenda item, and then the full text will be displayed on the screen. Let's begin. Agenda item three. Agenda item four. Agenda item five. Agenda item six. Agenda item seven . Agenda item eight. Agenda item nine. Agenda item 10. Agenda item 11.1 through to 11.4. We now move to agenda item 12, followed by agenda item 13, agenda item 14, and finally, agenda item 15. We will now pause for about 30 seconds to ensure all the votes are in. I can confirm that voting is now closed, so back to you, Chair.

Koos Bekker
Chair of the Board, Prosus

Folks, it'll take us just a minute to finalize the voting results. While we're doing that, maybe share a short video to provide an overview of our global business. After that, the technical team will show the results on the screen. You can look at that, and Lynelle Bagwandeen will also summarize that as soon as it's available.

Speaker 16

The next move has started. The votes are in. The decisions are made. Every vote, now a signal. Every signal, now a starting point. Every decision, now the base for a faster one. That's what a system that compounds does with a decision. It doesn't file it. It runs with it. FY 2026 delivered. FY 2027 runs with your decision. Thank you.

Lynelle Bagwandeen
Group Company Secretary and Head of Global Company Secretariat, Prosus

Chair, the voting results are being shared online, and we will just go through all 15 as they work through them. We're now onto eight. We're moving through to 11. We're now onto the last set of agenda items. Chair, as you can see, I can confirm that all agenda items have been passed with the required majority, and the full details will be published on the stock exchange news services and Business Wire by tomorrow morning. So back to you.

Koos Bekker
Chair of the Board, Prosus

Ladies and gentlemen, that concludes the agenda items put to the meeting. They have been adopted. Since we have dealt with all the business we have today, I declare the meeting closed. I want to thank you very much indeed for attending and invite you to pop outside. If you have any remaining questions, now is the time to ask them and get a personal answer. Thanks a lot and have a good day.

Fabricio Bloisi
CEO, Prosus

Thank you. Bye-bye. See you soon.