Tencent : RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CESSATION OF A MEMBER OF AUDIT COMMITTEE, CORPORATE GOVERNANCE COMMITTEE AND NOMINATION COMMITTEE; AND APPOINTMENT OF A MEMBER OF NOMINATION COMMITTEE

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RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND

CESSATION OF A MEMBER OF AUDIT COMMITTEE,

CORPORATE GOVERNANCE COMMITTEE AND

NOMINATION COMMITTEE; AND

APPOINTMENT OF A MEMBER OF NOMINATION COMMITTEE

Tencent Holdings Limited announces the retirement of Mr Iain Ferguson Bruce as an Independent Non-Executive Director and the appointment of Mr Yang Siu Shun as a member of the Nomination Committee with effect from the conclusion of the 2021 AGM.

RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CESSATION OF A MEMBER OF AUDIT COMMITTEE, CORPORATE GOVERNANCE COMMITTEE AND NOMINATION COMMITTEE

The board of directors (the "Board") of Tencent Holdings Limited (the "Company") announces that Mr Iain Ferguson Bruce ("Mr Bruce") would retire as Independent Non-Executive Director and would not offer himself for re-election at the annual general meeting of the Company to be held on 20 May 2021 (the "2021 AGM"). Following his retirement with effect from the conclusion of the 2021 AGM, Mr Bruce would also cease to be a member of the Audit Committee, Corporate Governance Committee and Nomination Committee of the Company.

In accordance with the requirements of Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, Mr Bruce has confirmed that he has no disagreement with the Board and that he is not aware of any matters relating to his retirement that need to be brought to the attention of the shareholders of the Company.

The Board would like to express its sincere gratitude to Mr Bruce for his invaluable contributions to the Board and the Company during his tenure of office.

APPOINTMENT OF A MEMBER OF NOMINATION COMMITTEE

The Board further announces that Mr Yang Siu Shun, currently an Independent Non-Executive Director, the Chairman of the Audit Committee and a member of the Corporate Governance Committee of the Company, will be appointed as a member of the Nomination Committee with effect from the conclusion of the 2021 AGM.

By Order of the Board

Ma Huateng

Chairman

Hong Kong, 24 March 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.