NetEase : Proxy Statement

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

NetEase, Inc.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9999)

PROXY STATEMENT/CIRCULAR FOR THE 2022 ANNUAL GENERAL

MEETING OF SHAREHOLDERS

Attached please find the proxy statement for the 2022 Annual General Meeting of Shareholders of NetEase, Inc. (the "Company"), which provides a description of the matters to be considered at the 2022 Annual General Meeting of Shareholders. This proxy statement also serves as a circular to holders of the Company's ordinary shares pursuant to the Rule 13.73 of the Listing Rules. This proxy statement is also available for viewing on the Company's website athttp://ir.netease.com.

By Order of the Board

NetEase, Inc.

William Lei Ding

Director

Hangzhou, China, April 29, 2022

As at the date of this document, the board of directors of the Company comprises Mr. William Lei Ding as the director, and Ms. Alice Cheng, Mr. Denny Lee, Mr. Joseph Tong, Mr. Lun Feng and Mr. Michael Leung as the independent directors.

NetEase, Inc.

NetEase Building, No. 599 Wangshang Road

Binjiang District, Hangzhou, 310052

People's Republic of China

THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 16, 2022

PROXY STATEMENT

General

The board of directors of NetEase, Inc. (the "Company" or "we") is soliciting proxies for use at the 2022 Annual General Meeting of Shareholders to be held on June 16, 2022 at 10:00 a.m., Beijing time, or at any adjournment or postponement thereof. The 2022 Annual General Meeting of Shareholders will be held at our offices located at No. 399 Wangshang Road, Binjiang District, Hangzhou, Zhejiang Province, People's Republic of China, 310052.

In order to prevent the spread of COVID-19 and to safeguard the health and safety of shareholders, the Company may implement certain precautionary measures at the 2022 Annual General Meeting of Shareholders. All officers and agents of the Company reserve the right to refuse any person entry to the 2022 Annual General Meeting of Shareholders venue, or to instruct any person to leave the 2022 Annual General Meeting of Shareholders venue, where such officer or agent reasonably considers that such refusal or instruction is or may be required for the Company or any other person to be able to comply with applicable laws and regulations. The exercise of such right to refuse entry or instruct to leave shall not invalidate the proceedings at the 2022 Annual General Meeting of Shareholders.

We intend to hold the 2022 Annual General Meeting of Shareholders in person at the location specified above. However, we are actively monitoring the COVID-19 pandemic, and are sensitive to the public health and travel concerns our shareholders may have and the protocols that national and local governments may impose. In the event that it is not possible or advisable to hold the 2022 Annual General Meeting of Shareholders at the time or the location specified above, we will announce on our website(http://ir.netease.com), the website of the U.S. Securities and Exchange Commission(www.sec.gov)and the website of Hong Kong Exchanges and Clearing Limited(www.hkexnews.hk)alternative arrangements for the meeting as promptly as practicable. Please monitor our website, and the websites of the U.S. Securities and Exchange Commission and Hong Kong Exchanges and Clearing Limited for updated information. If you are planning to attend the 2022 Annual General Meeting of Shareholders, please check the websites one week prior to the meeting date. As always, we encourage you to vote your shares by proxy (for holders of ordinary shares) or voting instruction (for holders of ADSs) prior to the 2022 Annual General Meeting of Shareholders.

This proxy statement is available to shareholders beginning on April 29, 2022 and the voting instruction card is being mailed to holders of our American depositary shares, known as ADSs on or about May 27, 2022.

Record Date and Share Ownership

Holders of record of our ordinary shares as of the close of business, Hong Kong time, on May 17, 2022 are entitled to vote and attend the 2022 Annual General Meeting of Shareholders and any adjournment or postponement thereof. In order to be eligible to vote at and attend the 2022 Annual General Meeting of Shareholders, all valid documents for the transfers of shares accompanied by the relevant share certificates must be lodged with our branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited by 4:30 p.m., Hong Kong time, on May 17, 2022.

Holders of record of ADSs as of the close of business, New York time, on May 17, 2022 are entitled to execute and submit voting instructions to The Bank of New York Mellon, as depositary. Please be aware that, because of the time difference between Hong Kong and New York, if a holder of ADSs cancels his or her ADSs in exchange for ordinary shares on May 17, 2022, New York time, such holder of ADSs will not be able to instruct The Bank of New York Mellon, as depositary of the ADSs, as to how to vote the ordinary shares represented by the cancelled ADSs as described above, and will also not be a holder of those ordinary shares as of the record date applicable to holders of ordinary shares for the purpose of determining the eligibility to vote at and attend the 2022 Annual General Meeting of Shareholders.

Quorum

The presence of one or more shareholders holding shares which carry, in aggregate, not less than one-third of the votes attaching to all issued and outstanding shares and entitled to vote, will constitute a quorum for the transaction of business at the 2022 Annual General Meeting of Shareholders.

Voting and Solicitation

Each ordinary share issued and outstanding as of the close of business, Hong Kong time, on May 17, 2022 is entitled to one vote. Voting by holders of ordinary shares at the 2022 Annual General Meeting of Shareholders will be by a show of hands unless the chairman of the meeting or any shareholder present in person or by proxy demands that a poll be taken.

The solicitation materials are available on the Company's website(http://ir.netease.com), on the website of the U.S. Securities and Exchange Commission (www.sec.gov) and on the website of Hong Kong Exchanges and Clearing Limited(www.hkexnews.hk).

Voting by Holders of Ordinary Shares

When proxies are properly dated, executed and returned by holders of ordinary shares, the shares they represent will be voted at the 2022 Annual General Meeting of Shareholders in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the shares will be voted in the proxy holder's discretion. Abstentions by holders of ordinary shares are included in the determination of the number of shares present and voting but are not counted as votes for or against a proposal.

Holders of record of ordinary shares registered on our branch register of members in Hong Kong ("Hong Kong register") may either (1) attend the 2022 Annual General Meeting of Shareholders in person to vote or (2) return a properly dated and executed proxy card by mail or by hand to Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, which should be received by no later than 10:00 a.m., Hong Kong time, on June 14, 2022.

Holders of record of ordinary shares registered on our principal register of members in the Cayman Islands ("Cayman register") may either (1) attend the 2022 Annual General Meeting of Shareholders in person to vote or (2) return a properly dated and executed proxy card by e-mail [e-mail], by no later than 10:00 a.m., Hong Kong time, on June 14, 2022.

Holders of record of ordinary shares registered on our Hong Kong register or Cayman register wishing to attend the 2022 Annual General Meeting of Shareholders in person to vote must present valid proof of identification.

Those who hold ordinary shares indirectly through a brokerage firm, bank or other financial institution must return a voting instruction form to their brokerage firm, bank or other financial institution to have their shares voted on their behalf. Please contact your brokerage firm, bank or other financial institution for information on how to do so.

Those who hold our ordinary shares indirectly through a brokerage firm, bank or other financial institution who wish to attend the 2022 Annual General Meeting of Shareholders and/or vote in person should contact their brokerage firm, bank or other financial institution to arrange for such attendance and bring valid proof of identification to the 2022 Annual General Meeting of Shareholders.

Voting by Holders of ADSs

Holders of record of ADSs are not entitled to vote at the 2022 Annual General Meeting of Shareholders but can execute and submit voting instructions to The Bank of New York Mellon, as depositary of the ADSs.

Holders of ADSs who wish to exercise their voting rights for the underlying ordinary shares must act through The Bank of New York Mellon by submitting a voting instruction card to The Bank of New York Mellon. We have instructed The Bank of New York Mellon to disseminate to ADS holders a voting instruction card and a notice of meeting providing to ADS holders information with regard to the 2022 Annual General Meeting of Shareholders and a statement and instructions as to voting by ADS holders on or about May 27, 2022. If you wish to have The Bank of New York Mellon, through its nominee or nominees, vote the ordinary shares represented by your ADSs, you will need to execute and timely forward to The Bank of New York Mellon the voting instruction card sent to you by The Bank of New York Mellon in accordance with the instructions provided by The Bank of New York Mellon. The voting instruction card should be executed in such a manner as to show clearly how you wish to vote in regard to each matter to be considered at the 2022 Annual General Meeting of Shareholders.

Upon the timely receipt of a properly completed ADS voting instruction card by The Bank of New York Mellon, it, as depositary of the ADSs, will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted at the 2022 Annual General Meeting of Shareholders the amount of ordinary shares represented by the ADSs evidenced by American depositary receipts related to those ADSs, in accordance with the instructions set forth in the voting instruction card. The Bank of New York Mellon has advised us that it will not vote or attempt to exercise the right to vote other than in accordance with those instructions or as described in the paragraph below. As the holder of record for all the ordinary shares represented by the ADSs, only The Bank of New York Mellon may vote those ordinary shares at the 2022 Annual General Meeting of Shareholders. Holders of ADSs may attend, but may not vote at, such meeting.

If (1) the ADS voting instruction card is signed but is missing voting instructions , (2) the enclosed ADS voting instruction card is improperly completed or (3) no ADS voting instruction card is received by The Bank of New York Mellon from a holder of ADSs prior to 5:00 p.m., New York Time, on June 8, 2022, The Bank of New York Mellon will deem such holder of ADSs to have instructed it to give a proxy to the chairman of the 2022 Annual General Meeting of Shareholders to vote in favor of each proposal recommended by our board of directors and against each proposal opposed by our board of directors.