Tencent : Completion of US$6 Billion Issue of Notes under Global Medium Term Note Programme

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.

COMPLETION OF US$6 BILLION

ISSUE OF NOTES UNDER

GLOBAL MEDIUM TERM NOTE PROGRAMME

INTRODUCTION

References are made to the announcements of the Company dated 10 April 2014, 24 April 2015, 9 January 2018, 1 April 2019 and 4 April 2019 in relation to the establishment, increase of limit and update of the Programme, the proposed issue of the Notes and the pricing of the Notes to be issued under the Programme, respectively.

COMPLETION OF THE ISSUE OF THE NOTES

The Board is pleased to announce that on 11 April 2019, the issue of the Notes under the Programme was completed.

DEFINITION

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:

Term

Definition

"2024 Notes"

US$1.25 billion 3.280% senior notes that will mature on 11 April 2024

"2024 Floating Rate Notes"

US$0.75 billion floating rate notes that will mature on 11 April 2024

"2026 Notes"

US$0.50 billion 3.575% senior notes that will mature on 11 April 2026

"2029 Notes"

US$3.00 billion 3.975% senior notes that will mature on 11 April 2029

"2049 Notes"

US$0.50 billion 4.525% senior notes that will mature on 11 April 2049

"Board"

the board of directors of the Company

"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

"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

"Notes"

the 2024 Notes, the 2024 Floating Rate Notes, the 2026 Notes, the 2029 Notes and the 2049 Notes, collectively

"Programme"

the US$20 billion 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 which was further amended on 1 April 2019) and as updated and modified from time to time

"Share(s)"	the ordinary share(s) with par value of
HK$0.00002 each in the share capital of the
Company
"Stock Exchange" or "SEHK"	The Stock Exchange of Hong Kong Limited
"United States"	the United States of America, its territories and
possessions and all areas subject to its
jurisdiction
"US$"	United States dollars, the lawful currency of the
United States
"%"	per cent
12 April 2019

By Order of the Board

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.

Ma Huateng

Chairman