Tencent : COMPLETION OF US$4.15 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$4.15 BILLION

ISSUE OF NOTES UNDER

GLOBAL MEDIUM TERM NOTE PROGRAMME

References are made to the announcements of the Company dated 10 April 2014, 24 April 2015, 9 January 2018, 1 April 2019, 25 May 2020, 13 April 2021 and 16 April 2021 in relation to the establishment, increase of the Programme Limit and update of the Programme, and the proposed issue and pricing of the Notes under the Programme.

The Board is pleased to announce that on 22 April 2021, the issue of the Notes under the Programme was completed.

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DEFINITION

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

Term	Definition
"2031 Notes"	US $ 0 . 50 billion 2 . 880% senior notes that will
	mature on 22 April 2031
"2041 Notes"	US $ 0 . 90 billion 3 . 680% senior notes that will
	mature on 22 April 2041
"2051 Notes"	US $ 1 . 75 billion 3 . 840% senior notes that will
	mature on 22 April 2051
"2061 Notes"	US $ 1 . 00 billion 3 . 940% senior notes that will
	mature on 22 April 2061
"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
	Stock Exchange of Hong Kong Limited
"Notes"	the 2031 Notes, the 2041 Notes, the 2051 Notes and
	the 2061 Notes, collectively
"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 which was further amended on
	1 April 2019, 25 May 2020 and 13 April 2021) and
	as updated and modified from time to time

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"Programme Limit"the maximum aggregate principal amount of the medium term notes which may be outstanding at any one time under the Programme

• 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

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.

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