Tencent : NOTICE OF LISTING ON THE STOCK EXCHANGE OF HONG KONG LIMITED - US$0.50 Billion 2.880% Senior Notes Due 2031, US$0.90 Billion 3.680% Senior Notes Due 2041, US$1.75 Billion 3.840% Senior Notes Due 2051 and US$1.00 Billion 3.940% Senior Notes Due 2061 issued under the Global Medium Term Note Programme of Tencent Holdings Limited with Maximum Limit of US$30 Billion

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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of 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. The securities referred to herein have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. 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.

NOTICE OF LISTING ON

THE STOCK EXCHANGE OF HONG KONG LIMITED

US$0.50 Billion 2.880% Senior Notes Due 2031

(Stock Code: 40655)

US$0.90 Billion 3.680% Senior Notes Due 2041

(Stock Code: 40656)

US$1.75 Billion 3.840% Senior Notes Due 2051

(Stock Code: 40657)

and

US$1.00 Billion 3.940% Senior Notes Due 2061

(Stock Code: 40658)

issued under the

Global Medium Term Note Programme of

Tencent Holdings Limited with Maximum Limit of US$30 Billion

(the "Programme")

Joint Global Coordinators and Managers

Morgan Stanley	BofA Securities	Goldman Sachs	HSBC
		(Asia) L.L.C.
	Other Managers
Bank of China	BOCOM International	China International	CLSA
(Hong Kong)		Capital Corporation
Credit Suisse	DBS Bank Ltd.	Deutsche Bank	ICBC (Asia)
J.P. Morgan	Mizuho Securities	Standard Chartered Bank	UBS

- 1 -

Application has been made by Tencent Holdings Limited (the "Company") to The Stock Exchange of Hong Kong Limited for the listing of the US$0.50 billion 2.880% senior notes due 2031, the US$0.90 billion 3.680% senior notes due 2041, the US$1.75 billion 3.840% senior notes due 2051 and the US$1.00 billion 3.940% senior notes due 2061 issued under the Programme (collectively, the "Notes") by way of debt issues to Professional Investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) only, as described in the offering circular dated 13 April 2021 and the pricing supplements dated 15 April 2021 (New York time). The listing of the Notes will become effective on 23 April 2021.

23 April 2021

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, Yang Siu Shun and Ke Yang.

- 2 -