Tencent Holdings Limited — Proxy Solicitation & Information Statement 2017

Apr 10, 2017

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 700)

Form of Proxy for use at the Annual General Meeting (“AGM”) to be held on Wednesday, 17 May 2017

I/We [(Note][1)]

of

being the registered holder(s) of [(Note] 2) shares of HK$0.00002 each in the capital of Tencent Holdings Limited (the “Company”) hereby appoint the Chairman of the AGM or, failing him [(Note][3)]

of

as my/our proxy to attend and vote for me/us on my/our behalf at the AGM to be held at Four Seasons Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Wednesday, 17 May 2017 at 3:00 p.m. or at any adjournment thereof in respect of the resolutions set out in the notice of the AGM as indicated below, and if no such indication is given, as my/our proxy thinks fit.

		RESOLUTIONS	RESOLUTIONS	RESOLUTIONS			FOR(Note 4)	AGAINST(Note 4)
	1	To receive and consider the audited		Financial Statements, the
		Directors’ Report and	the Independent Auditor’s Report for
		the year ended 31 December 2016.
	2	To declare a final dividend.
	3	(a) To re-elect Mr Lau Chi Ping Martin as Director.
		(b) To re-elect Mr Charles St Leger		Searle as Director.
		(c) To re-elect Mr Yang Siu Shun as Director.
		(d) To authorise the Board of Directors to fix the Directors’
		remuneration.
	4	To re-appoint Auditor	and authorise	the Board of Directors to
		fix their remuneration.
	5	To grant a general mandate to the Directors to issue new
		shares (Ordinary Resolution 5 as set		out in the notice of the
		AGM).
	6	To grant a general mandate to the Directors to repurchase
		shares (Ordinary Resolution 6 as set		out in the notice of the
		AGM).
	7	To extend the general	mandate to issue		new shares by adding
		the number of shares repurchased (Ordinary Resolution 7 as
		set out in the notice of the AGM).
	8	To adopt the 2017 Share Option Scheme (Ordinary Resolution
		8 as set out in the notice of the AGM).

Dated this

day of

2017 Signature of Shareholder(s):

Notes:

1. Full name(s) and address(es) to 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 in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the AGM is preferred, strike out the words “the Chairman of the AGM or” and insert the name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the AGM will act as your 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 OR AGAINST ANY OF THE RESOLUTIONS, PLEASE PLACE A “ ✔ ” IN THE RELEVANT BOX MARKED “FOR” OR “AGAINST” ACCORDINGLY. Failure to tick either box of a resolution will entitle your proxy to cast your vote at his discretion in respect of that resolution. Your proxy will also be entitled to vote at his discretion on any resolutions properly put to the AGM other than those referred to in the Notice of the AGM.

5. This Form of Proxy must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must be either executed under its common seal or under the hand of an officer, attorney or other person duly authorised.

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 of the Company.

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 certified copy thereof must be deposited with the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be).

8. Any member entitled to attend and vote at the AGM is entitled to appoint one or, if he holds two or more shares, more proxies to attend and vote on his behalf. A proxy needs not be a member of the Company.

9. Completion and delivery of this Form of Proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”).

• (ii) The supply of your Personal Data to the Company and/ or the Company’s branch share registrar is on a voluntary basis and such data will be used for processing your instructions as stated in this Form of Proxy.

• (iii) Your Personal Data will not be transferred to any third parties (other than the Company’s branch share registrar) unless it is a requirement to do so by law, for example, in response to a court order or a law enforcement agency’s request and will be retained for such period as may be necessary for our verification and record purposes.

• (iv) You and your appointed proxy have the right to request access to and/ or to correct the respective Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.