[Use these links to rapidly review the document PRELIMINARY PROXY STATEMENT OF THE COMPANY Youku Tudou Inc. Shareholders of Youku Tudou Inc. Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of the shareholders of Youku Tudou Inc. (the "Company") to be held on at (Hong Kong time). The] [DISCUSSION MATERIALS November 6, 2015 Key transaction metrics 2 DISCUSSION MATERIALS Source: Company filings, Factset Note: USD/RMB=6.3566 1 Debt - cash and cash equivalents - restricted cash - short term investments as of June 30, 2015 2 Long-term investments as of June 30, 2015 3 VWAP calculation based on unaffected share price till October 15, 2015, the last trading day] [CONFIDENTIAL AGREEMENT Agreement This AGREEMENT (this “ Company AIL Yunfeng Parties Party SSA WHEREAS, the Parties are the parties to the Amended and Restated Share Purchase and Shareholders Agreement dated as of May 21, 2014 (the “ Merger Agreement Yankee Merger Sub Merger Yankee Shares Yankee ADSs WHEREAS, the Company proposes to enter into an agreement and plan of merger] []