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Update of Global Medium Term Note Programme Proposed Issue of Notes Under Us$10,000,000,000 Global Medium Term Note Programme and Extract of Financial Information

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Update of Global Medium Term Note Programme Proposed Issue of Notes Under Us$10,000,000,000 Global Medium Term Note Programme and Extract of Financial Information Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the Company making the offer and its management and financial statements. The Company does not intend to make any public offering of securities in the United States. UPDATE OF GLOBAL MEDIUM TERM NOTE PROGRAMME PROPOSED ISSUE OF NOTES UNDER US$10,000,000,000 GLOBAL MEDIUM TERM NOTE PROGRAMME AND EXTRACT OF FINANCIAL INFORMATION References are made to the announcements of the Company dated 10 April 2014 and 24 April 2015 in relation to its establishment and increase of limit of the Programme. The Board is pleased to announce that on 9 January 2018, the Company has updated the Programme to include, among other things, the Company’s recent corporate and financial information. The Company also proposes to conduct an international offering of the Notes under the Programme to certain professional investors. The Notes will be issued in series with different issue dates and terms and may be denominated in any currency subject to compliance with all relevant laws, regulations and directives. The completion of the Proposed Notes Issue is dependent on several factors, including but not limited to global market conditions, corporate needs of the Company and investors’ interest. None of the Notes will be offered to the public in Hong Kong, the United States, or any other jurisdictions, nor will the Notes be placed to any connected person(s) of the Company. —1— In connection with the Programme and the Proposed Notes Issue, the Company will provide certain professional investors with recent corporate and financial information. For the purposes of the transparent and timely dissemination of information to Shareholders and the broader investment community, an extract of the relevant information which relates to the management’s discussion and analysis of financial condition and results of the operations of the Group is attached hereto. The Company has appointed Deutsche Bank as the arranger under the Programme. Deutsche Bank, Bank of America Merrill Lynch and HSBC are the joint global coordinators in respect of the Proposed Notes Issue. The Company intends to use the net proceeds for general corporate purposes. As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialise. The completion of the Proposed Notes Issue is dependent on several factors, including but not limited to global market conditions, corporate needs of the Company and investors’ interest. Investors and Shareholders are advised to exercise caution when dealing in the securities of the Company. Further announcement in respect of the Proposed Notes Issue will be made by the Company as and when appropriate. UPDATE OF THE PROGRAMME Introduction References are made to the announcements of the Company dated 10 April 2014 and 24 April 2015 in relation to its establishment and increase of limit of the Programme. The Board is pleased to announce that on 9 January 2018, the Company has updated the Programme to include, among other things, the Company’s recent corporate and financial information. The Company has appointed Deutsche Bank as the arranger under the Programme by way of an amended and restated dealer agreement dated 24 April 2015. As at the date of this announcement, the Company has outstanding under the Programme approximately US$4.64 billion of the Notes. —2— Listing An application has been made by the Company to the Stock Exchange for the listing of the Programme by way of debt issues to certain professional investors only. In relation to any issue of the Notes, the Company has the option to agree with the relevant dealer(s) to list the Notes on the Stock Exchange or any other recognised stock exchanges. Proposed use of net proceeds The Company currently intends to use the net proceeds from each issue of the Notes to be issued under the Programme for the Company’s general corporate purposes. If, in respect of any particular issue, there is a particular identified use of proceeds, this will be stated in the applicable Pricing Supplement. PROPOSED NOTES ISSUE Introduction The Company proposes to conduct an international offering of the Notes under the Programme to certain professional investors. In connection with the Proposed Notes Issue, the Company will provide certain professional investors with recent corporate and financial information. For the purposes of the transparent and timely dissemination of information to Shareholders and the broader investment community, an extract of the relevant information which relates to the management’s discussion and analysis of financial condition and results of the operations of the Group is attached hereto. The completion of the Proposed Notes Issue is dependent on several factors, including but not limited to global market conditions, corporate needs of the Company and investors’ interest. Deutsche Bank, Bank of America Merrill Lynch and HSBC are the joint global coordinators in respect of the Proposed Notes Issue. The Company intends to use the net proceeds for general corporate purposes. The Notes to be issued by the Company have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States. The Notes will only be offered (i) in the United States to qualified institutional buyers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A or in transactions not subject to the registration requirements of the U.S. Securities Act and (ii) in offshore transactions to Non-U.S. Persons in compliance with Regulation S. None of the Notes will be offered to the public in Hong Kong, the United States, or any other jurisdictions, nor will the Notes be placed to any connected person(s) of the Company. —3— Listing The Company intends to seek a listing of the Notes on the Stock Exchange. Admission of the Notes to the official list of the Stock Exchange and quotation of the Notes on the Stock Exchange is not to be taken as an indication of the merits of the Company or the Notes. GENERAL As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialise. The completion of the Proposed Notes Issue is dependent on several factors, including but not limited to global market conditions, corporate needs of the Company and investors’ interest. Investors and Shareholders are advised to exercise caution when dealing in the securities of the Company. Further announcement in respect of the Proposed Notes Issue will be made by the Company as and when appropriate. DEFINITION In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings: Term Definition “Board” the board of directors of the Company “Bank of America Merrill Lynch (Asia Pacific) Limited Merrill Lynch” “Company” Tencent Holdings Limited, a limited liability company organised and existing under the laws of the Cayman Islands and the Shares of which are listed on the SEHK “connected person(s)” has the meaning ascribed to it under the Listing Rules “Deutsche Bank” Deutsche Bank AG, Singapore Branch “Group” the Company and its subsidiaries —4— “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “HSBC” The Hongkong and Shanghai Banking Corporation Limited “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Non-U.S. Persons” persons who are not U.S. persons as defined under Regulation S “Notes” the medium term notes that may be issued from time to time by the Company to professional investors only under the Programme “Pricing Supplement” the document which sets out the terms specific to each series of the Notes to be issued under the Programme “Programme” the global medium term note programme established by the Company by way of a dealer agreement dated 10 April 2014 (as amended and restated by an amended and restated dealer agreement dated 24 April 2015) and as updated and modified from time to time “Proposed Notes Issue” the proposed issue of the Notes “Regulation S” Regulation S under the U.S. Securities Act “Rule 144A” Rule 144A under the U.S. Securities Act “Share(s)” the ordinary share(s) with par value of HK$0.00002 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” or The Stock Exchange of Hong Kong Limited “SEHK” —5— “U.S.” or “United the United States of America, its territories and States” possessions and all areas subject to its jurisdiction “U.S. Securities Act” the United States Securities Act of 1933, as amended “US$” United States dollars, the lawful currency of the United States By Order of the Board Ma Huateng Chairman 9 January 2018 As at the date of this announcement, the directors of the Company are: Executive Directors: Ma Huateng and Lau Chi Ping Martin; Non-Executive Directors: Jacobus Petrus (Koos) Bekker and Charles St Leger Searle; and Independent Non-Executive Directors: Li Dong Sheng, Iain Ferguson Bruce, Ian Charles Stone and Yang Siu Shun.
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