Tencent Holdings Limited — Proxy Solicitation & Information Statement 2011

May 26, 2011

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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, Hong Kong on Monday, 20 June 2011 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 Monday, 20 June 2011 at 4:30 p.m. for the purposes of considering and, if thought fit, passing the resolution as sets 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 resolution as indicated below (Note 4) .

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	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 the Consolidated Shares (as defined below) in issue and to be issued upon the Share Consolidation (as defined below) becoming effective: (a) every ten (10) existing issued and unissued shares of par value HK$0.01 each in the share capital of the Company be consolidated into one (1) share of par value of HK$0.10 (the “Consolidated Share”) in the share capital of the Company (the “Share Consolidation”) with effect from the business day immediately following the date on which this resolution is passed, such Consolidated Shares shall rank pari passu in all respects with each other, and any fractional entitlements be aggregated to the then issued Consolidated Shares resulting from the Share Consolidation and the sale in the form of Consolidated Shares for the benefit of the Company in such manner and on such terms as the directors of the Company (the “Directors”) may think fit be and are hereby approved; and
		(b) any one executive director of the Company be and is hereby authorised to do all such acts and things and execute all documents, including under the seal of the Company, and make such arrangement as he may determine to be appropriate, necessary or desirable to give effect to or to implement the Share Consolidation.”
	(2A)	To grant a general mandate to allot, issue or otherwise deal with the Shares of the Company.
	(2B)	To extend the general mandate granted to the directors to issue shares by adding to it the number of shares repurchased by the Company.
	(2C)	To refresh the limit of the existing share option scheme of the Company.
	(3)	“THATsubject to the passing of resolution 1 above and the Share Consolidation becoming effective, the authorised share capital of the Company be and is hereby increased from HK$100,000,000 divided into 1,000,000,000 ordinary shares of HK$0.10 each to HK$200,000,000 divided into 2,000,000,000 ordinary shares of HK$0.10 each.”
	Dated this		day of	2011 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.