34022863

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.

TENCENT HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 700) COMPLETION OF HK$1,200,000,000 ISSUE OF NOTES UNDER US$5,000,000,000 GLOBAL MEDIUM TERM NOTE PROGRAMME

References are made to the announcements of the Company dated 10 April 2014 and 14 October 2014 in relation to its establishment of the Programme and the pricing of the issue of Notes under the Programme respectively.
The Board is pleased to announce that on 21 October 2014, the issue of the Notes under the Programme was completed.

INTRODUCTION

References are made to the announcements of the Company dated 10 April 2014 and
14 October 2014 in relation to its establishment of the Programme and the pricing of the issue of Notes under the Programme respectively.

COMPLETION OF THE ISSUE OF NOTES

The Board is pleased to announce that on 21 October 2014, the issue of the Notes under the Programme was completed.
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DEFINITION

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

Term Definition

"Board" the board of Directors
"Company" Tencent Holdings Limited, a limited liability company organised and existing under the laws of the Cayman Islands and whose Shares are listed on the main board of the Stock Exchange
"Director(s)" director(s) of the Company
"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 HK$1,200,000,000 2.90% senior notes that will mature on 21 April 2020
"Programme" the US$5,000,000,000 global medium term note programme established by the Company by way of a dealer agreement dated 10 April 2014
"Share(s)" the ordinary share(s) with par value of HK$0.00002 each in the share capital of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"United States" the United States of America, its territories and possessions and all areas subject to its jurisdiction
"US$" United States dollars, the lawful currency of the United
States
"%" per cent
By Order of the Board Ma Huateng Chairman
21 October 2014

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 and Ian Charles Stone.

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