[Phoenix New Media to Hold 2015 Annual General Meeting on August 1 8 , 2015 BEIJING, China, Holders of record of ordinary shares of the Company at the close of business on The notice of the annual general meeting, which sets forth the resolutions to be submitted to shareholder approval at the annual general meeting About Phoenix New Media Limited] [PHOENIX NEW MEDIA LIMITED (Incorporated in the Cayman Islands with limited liability) NOTICE OF ANNUAL GENERAL MEETING to Be Held on August 18, 2015 NOTICE IS HEREBY GIVEN AGM Company 1. 2. Independent Auditor 3. 4. 5. (Terms used but not defined in this Notice shall have the same meaning as defined in the Proxy Statement attached) And to consider] [PHOENIX NEW MEDIA LIMITED Sinolight Plaza, Floor 16 No. 4 Qiyang Road Wangjing, Chaoyang District Beijing 100102 People’s Republic of China PROXY STATEMENT General Company The board of directors of Phoenix New Media Limited (the “ AGM This Proxy Statement can be accessed, free of charge, on the Investor Relations section of the Company’s website at http://ir.ifeng.com from July 7,] [PHOENIX NEW MEDIA LIMITED Company (the “ P R O X Y I/We of 1 2 3 No. PROPOSALS FOR AGAINST ABSTAIN 1. To receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2014. 2. Independent Auditor To approve the re-appointment of PricewaterhouseCoopers Zhong Tian LLP as independent auditor of the Company (the] [Deutsche Bank Trust Company Americas Trust & Securities Services Global Equity Services DEPOSITARY RECEIPTS Depositary Notice of Annual General Meeting of Shareholders of Phoenix New Media L imited Issue: Phoenix New Media L imite d / CUSIP: 71910C103 Country: Cayman Islands Meeting Details: Annual General Meeting of Shareholders on August 18, 2015, at 10:00 a.m. at No. 2-6 Dai King] [ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PHOENIX NEW MEDIA LIMITED August 18, 2015 Please sign, date and mail your proxy card in the envelope provided before 3 p.m. New York Time on August 13, 2015. Please detach along perforated line and mail in the envelope provided. ISSUES PRESENTED FOR CONSIDERATION BY THE ANNUAL GENERAL MEETING ON AUGUST 18, 2015: PLEASE] [001-35158 PHOENIX NEW MEDIA LIMITED Sinolight Plaza, Floor 16 No. 4 Qiyang Road Wangjing, Chaoyang District, Beijing, 100102 People’s Republic of China Form 20-F x o o o Yes o x TABLE OF CONTENTS 2]