Tencent Holdings Limited — Proxy Solicitation & Information Statement 2008

Oct 20, 2008

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 362)

Form of proxy for use at the annual general meeting to be held at Mandarin Oriental Hong Kong, 5 Connaught Road, Central, Hong Kong, on 31 December 2008, Wednesday at 4:00 p.m.

I/We (Note 1) of

being the registered holder(s) of shares (Note 2) of HK$0.01 each in the share capital of the above-named Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3) or,

of

as my/our proxy to attend at the annual general meeting (and at any adjournment thereof) of the said Company to be held at Mandarin Oriental Hong Kong, 5 Connaught Road, Central, Hong Kong on 31 December 2008, Wednesday at 4:00 p.m. for the purposes of considering and, if though fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below (Note 4) .

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS
	1.	To receive and consider the audited consolidated financial statements and the reports of the directors and of the auditors for the year ended 30 June 2008
	2.	(a) To re-elect the following persons as directors:
		(i) Mr. Ma Wing Yun, Bryan			(i) (i)
		(ii) Mr. Yau Chung Hong			(ii) (ii)
		(iii) Dato’ Dr. Wong Sin Just			(iii) (iii)
		(b) To authorise the board of directors to fix the directors’ remuneration			(b) (b)
	3.	To re-appoint Messrs. RSM Nelson Wheeler as auditors for the ensuing year and authorize the board of directors to fix their remuneration
	4A. To give a general mandate to the directors to allot, issue and deal with shares not exceeding 20% of the aggregate nominal amount of the existing issued share capital
	4B. To give a general mandate to the directors to repurchase shares not exceeding 10% of the aggregate nominal amount of the existing issued share capital
	4C. To extend the general mandate granted to the directors to issue shares by adding to it the number of shares repurchased
	4D. To		refresh the limit of the existing Share Option Scheme of the Company
	Dated this		day of	2008 Signature (Note 5):

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman is appointed, strike out “ THE CHAIRMAN OF THE MEETING ” here inserted and insert the name and address of the proxy desired in the space provided. You may appoint one or more proxies to attend the meeting. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERNATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK (“ ✓ ”) THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK (“ ✓ ”) THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation must be either executed under its common seal or under the hand of an officer or attorney duly authorized.

6. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members.

7. To be valid, this form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or other authority, must be lodged with the Company’s branch share register in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof if you wish.