Tencent Holdings Limited — Proxy Solicitation & Information Statement 2010

Sep 28, 2010

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 362)

Form of proxy for use at the extraordinary general meeting to be held at Unit 1101-12, Sun Hung Kai Centre, 30 Harbour Road, Wan Chai, on Friday, 15 October 2010 at 4:30 p.m.

I/We (Note 1) of

shares (Note 2) of HK$0.01 each in the share capital of the above-named Company,

being the registered holder(s) of shares HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3) or, of

as my/our proxy to attend at the extraordinary general meeting (and at any adjournment thereof) of the said Company to be held at Unit 1101-12, Sun Hung Kai Centre, 30 Harbour Road, Wan Chai, Hong Kong on Friday, 15 October 2010 at 4:30 p.m. for the purposes of considering and, if thought 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 RESOLUTION FOR AGAINST

• (1) “ THAT , subject to and conditional upon (i) the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in not more than 1.2 billion new shares of HK$0.01 each in the capital of the Company (“ Shares ”) to be issued as underlying securities for the TDR Issue, and (ii) the granting of all relevant approvals by the Taiwan Central Bank, the Taiwan Stock Exchange and the Taiwan Securities and Futures Bureau for the offering and listing of Taiwan Depositary Receipts (“ TDR ”), the Board be and is hereby granted the following special mandate: (a) the issue of not more than 1.2 billion new Shares to be issued as underlying shares of up to 120 million units of TDR under a proposed TDR offering and listing be and is hereby approved. Such mandate can be exercised once or more than once during the Relevant Period (as defined herein);

• (b) the directors of the Company be and are hereby authorized to (i) allot and issue up to 1.2 billion new Shares; and (ii) do all such acts and things as they consider necessary, desirable or expedient to give effect to any or all other transactions contemplated under the TDR Issue;

• (c) the approval in paragraph (a) shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers, after the end of the Relevant Period; and

• (d) for the purpose of this resolution: “Relevant Period” means the period from the passing of this resolution until whichever is the earlier of: (i) the expiration of the 12-month period following the date of passing of this resolution; and

• (ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders in general meeting”; and

• “TDR Issue” means the proposed issue of not more than 170 million units of TDR (comprising initially not more than 1.2 billion new Shares as underlying securities), subject to the approval of the Taiwan Central Bank, the Taiwan Stock Exchange and the Taiwan Securities and Futures Bureau and the adjustment (if any) by the Board.

• Dated this day of 2010 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 if you are a holder of more than one share, more proxies to attend the meeting. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION 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.