Internet investment division of Naspers
Prosus N.V. is a Dutch-listed global consumer internet holding company spun off from South African media group Naspers in 2019 and listed on Euronext Amsterdam as the largest European-listed consumer internet company by market capitalisation.
The company's defining asset is its approximately 24 percent stake in Chinese internet giant Tencent Holdings, accumulated from an initial 32 million dollar investment in 2001 that is today worth over 100 billion dollars and ranks as one of the most successful venture investments in history.
Beyond Tencent, Prosus owns controlling stakes in food-delivery platforms iFood (Brazil), Delivery Hero (minority), Swiggy (India), classifieds group OLX, payments platform PayU, education-tech company Stack Overflow, and travel marketplace Despegar, among others.
Prosus is headquartered at Amsterdam's Zuidas business district and listed on Euronext Amsterdam under ticker PRX with a secondary listing on the Johannesburg Stock Exchange, reflecting its parent Naspers's roots.
The Naspers-Prosus structure is one of the most written-about cross-listed holding arrangements in the world, with a dual ownership chain that created persistent discount-to-NAV issues addressed through a 2021 share-exchange simplifying the structure.
Prosus reported group revenue of approximately 6 billion dollars from its consolidated subsidiaries in 2024, with the majority of value coming from its equity-accounted Tencent stake.
Prosus is the purest example of why the Netherlands is the world's preferred holding-company jurisdiction for consumer internet investors. When Naspers needed to solve the problem that its South African home listing could not accommodate the scale of its Tencent stake without distorting the Johannesburg Stock Exchange, Naspers chose Amsterdam as the venue for a new holding entity Prosus N.V.
incorporated under Dutch law.
Four features of Dutch corporate law and tax policy drove the choice. First, the participation exemption means that dividends and capital gains from qualifying 5-percent-plus subsidiaries are exempt from Dutch corporate tax, making the Netherlands the natural home for a holding company whose entire value proposition is owning stakes in other operating companies.
Second, the Dutch tax-treaty network covers more than 90 jurisdictions and includes favourable treaties with China, India, Brazil and most other internet-investment targets, allowing dividend repatriation with minimal withholding tax.
Third, Dutch corporate law permits sophisticated multi-class share structures including the Naspers-Prosus cross-holding used in the 2019 spin-off, and Euronext Amsterdam accepts such structures without the objections that LSE or NYSE would raise.
Fourth, the Netherlands has a deep professional-services ecosystem of tax, corporate and M&A advisors fluent in English and practiced at serving multinational holding groups. The AEX exchange itself benefits from hosting Prosus, which at listing became the largest new entrant to the index in decades, adding genuine technology-investment exposure to what had been a more industrial-weighted index.
Founders and executives building holding or venture-fund structures with European investor exposure should treat the Prosus case as a template: a Dutch N.V. parent, Amsterdam statutory seat, primary AEX listing optionally paired with a secondary listing in the home market of the sponsor, and careful use of the participation exemption to avoid tax leakage on value flowing up from operating assets.
Naspers is a South African media and technology group listed in Johannesburg, and Prosus is its Amsterdam-listed subsidiary holding the group's international internet assets including the Tencent stake. In 2019 Naspers spun Prosus out through a listing on Euronext Amsterdam, retaining a majority stake.
A 2021 cross-holding transaction simplified the structure, with each group holding shares in the other to address discount-to-NAV issues. The economic structure remains that Prosus holds the operating internet assets and Naspers holds Prosus.
The Tencent stake alone is worth more than the total Johannesburg Stock Exchange free float in many sectors, so listing the group's holding vehicle in Amsterdam accessed the deeper euro-denominated institutional capital base while preserving a secondary Johannesburg listing for continuity. The Netherlands also offers the participation exemption, flexible N.V.
corporate law and a tax-treaty network better suited to a global consumer-internet investor than South Africa.
Prosus receives dividends from operating subsidiaries and minority equity holdings across many jurisdictions. Under the Dutch participation exemption (deelnemingsvrijstelling), qualifying stakes of 5 percent or more produce dividends and capital gains that are exempt from Dutch corporate tax, provided the subsidiary is not a passive low-taxed investment.
This makes the Netherlands a near-ideal holding jurisdiction for a group of Prosus's scope, avoiding layered taxation on the same profit as it flows up the chain.
Prosus N.V. is a Dutch company incorporated under Dutch law, registered at the Kamer van Koophandel under number 34099856 with its statutory seat in Amsterdam. For tax, corporate-law and regulatory purposes in Europe, Prosus is Dutch. Its parent Naspers is South African, and the group as a whole traces its roots to Cape Town, but Prosus itself is a fully Dutch N.V.
with Dutch governance including a supervisory board under the Dutch Corporate Governance Code.
