Hang Seng Bank : Circular to Shareholders of 21 April 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this Circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hang Seng Bank Limited, you should at once hand this Circular and the accompanying Proxy Form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Circular, 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 Circular.

PROPOSALS RELATING TO GENERAL MANDATES

TO ISSUE SHARES AND BUY-BACK SHARES,

RE-ELECTION OF DIRECTORS,

RE-APPOINTMENT OF AUDITOR,

ADOPTION OF NEW ARTICLES OF ASSOCIATION,

NOTICE OF 2021 ANNUAL GENERAL MEETING,

AND

SPECIAL ARRANGEMENTS FOR 2021 ANNUAL GENERAL MEETING

恒生銀行有限公司

Hang Seng Bank Limited

(Incorporated in Hong Kong with limited liability)

(Stock Code: 11)

The notice convening the 2021 AGM of the Bank on Wednesday, 26 May 2021 at 3:30 pm is set out on pages 25 to 28 of this Circular.

In light of the continuing risks posed by the COVID-19 pandemic, the Bank is adopting special arrangements in respect of the 2021 AGM (details on page 1). In particular, Shareholders will NOT be able to attend in person, but may view and listen to the 2021 AGM by webcast. To vote at the 2021 AGM, you should complete and return the Proxy Form, appointing the chairman of the 2021 AGM as your proxy, to the Bank's Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 3:30 pm on Monday, 24 May 2021. Such Proxy Form can also be downloaded from www.hangseng.com or www.hkexnews.hk.

No gifts will be distributed for the 2021 AGM.

21 April 2021

SPECIAL ARRANGEMENTS FOR THE 2021 AGM

Dear Shareholders

We find ourselves in unprecedented times as Hong Kong, and the world, grapples with the impact of the COVID-19 pandemic. We have been monitoring closely the development of the COVID-19 pandemic. Although the public health condition seems to have improved somewhat lately, the situation remains fluid and uncertain. It is a very encouraging development that the Government rolled out the vaccination programme last month. Nevertheless, it will take time before we see any marked improvement in the pandemic situation.

While measures seeking to mitigate the pandemic differ from country to country, it has become globally accepted that social distancing measures are key in the fight against COVID-19. In Hong Kong, the Government introduced the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation (Cap. 599G of the Laws of Hong Kong) (the "Regulation"), which became effective on 29 March 2020, to promote and maintain social distancing. The Regulation prohibits group gatherings that take place in any "public place" (as defined in the Regulation) during the "specified period" (as defined in the Regulation), which, as of the Latest Practicable Date, runs until 28 April 2021 but is likely to be extended by the Government. While gatherings for the purposes of holding company meetings are exempt from the prohibition, we consider the safety and wellbeing of our Shareholders, staff and other members of the community to be paramount and, accordingly, in line with practices adopted in other markets and taking into account legal advice, this year we are adapting the arrangements for the 2021 AGM to minimise attendance in person, while still enabling Shareholders to vote and ask questions. It is a legal requirement for our 2021 AGM to be held before 30 June 2021 and therefore we must proceed with the meeting but in the interests of public health and safety, we set out below in detail the measures we are adopting in respect of the 2021 AGM.

No physical attendance but Shareholders can view and listen to the 2021 AGM by live webcast

The AGM will be held with the minimum number of persons present as is legally required to form a quorate meeting, together with a limited number of other attendees to ensure the proper conduct of the meeting. The quorum will be formed by directors or other senior staff members who are Shareholders.

Given the above, NO other Shareholder, proxy or corporate representative should attend the AGM in person. Other than those in the quorum and the limited number of other attendees to ensure the proper conduct of the meeting, any other person who attempts to do so will be excluded and will not be permitted entry to the venue of the AGM.

Shareholders may, however, view and listen to the 2021 AGM through a live webcast of the AGM which can be accessed by going to https://streamstudio.world-television.com/768-1961-28167/en on a computer, tablet or any browser enabled device. Please follow the instructions on the landing page on how to access the webcast. You will be able to access the live webcast one hour before the start of the AGM until its conclusion.

Further, in line with the guidance jointly provided by the Stock Exchange and Securities and Futures Commission on 1 April 2020, there will be NO distribution of gifts at the AGM.

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SPECIAL ARRANGEMENTS FOR THE 2021 AGM

Vote by appointing the chairman of the AGM as your proxy

All resolutions at the AGM will be decided on a poll. Shareholders will still be able to vote by doing so in advance of the AGM by proxy. If you wish to vote on any resolution at the AGM, you must appoint the chairman of the AGM as your proxy to exercise your right to vote at the AGM in accordance with your instructions. If you appoint a person who is not the chairman of the AGM as your proxy, that person will not be permitted entry to the meeting and will not be able to exercise your vote.

The proxy form is posted to Shareholders other than those who have opted to receive email notification of the Bank's corporate communications. Alternatively, the proxy form can be downloaded from the "Investor Relations" section of the Bank's website at https://www.hangseng.com/en-hk/about-us/investor-relations/shareholders-meeting/form-of-proxy/.If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of a proxy.

The proxy form should be returned to the Bank's Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 3:30 pm on Monday, 24 May 2021 or not less than 48 hours before the time appointed for holding any adjourned meeting (as the case may be).

Ask questions before or during the AGM

The AGM is an important opportunity for all Shareholders to express their views by asking questions and voting. Your participation in the AGM continues to be important. If you would like to submit a question on the business of the meeting in advance, please send your questions to the email account: [e-mail].

You can also submit questions during the AGM through the webcast link provided. Or you can dial 3018 8307 with the Conference Code 3870988, follow by "#". Once connected, you will receive further instructions on how to ask a question.

The Board will arrange for as many of the questions asked to be answered as possible at the AGM.

Changes to arrangements

We are closely monitoring the impact of COVID-19 in Hong Kong. Should any changes be made to the AGM arrangements we will notify Shareholders via an announcement posted on the Bank's website (www.hangseng.com) and the website of HKEx (www.hkexnews.hk).

Health education materials and up-to-date development on COVID-19 can be found on the Centre for Health Protection website (www.chp.gov.hk) and the website of the HKSAR Government on COVID-19 (www.coronavirus.gov.hk).

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SPECIAL ARRANGEMENTS FOR THE 2021 AGM

If Shareholders have any questions relating to the AGM, please contact Computershare Hong Kong Investor Services Limited, the Company's Share Registrar as follows:

Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre

183 Queen's Road East

Wanchai, Hong Kong

Website: www.computershare.com www.computershare.com/hk/contact (for general enquiries)

For and on behalf of

Hang Seng Bank Limited

C C Li

Secretary

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DEFINITION

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

"2021 AGM"	the annual general meeting of the Bank to be held on Wednesday,
	26 May 2021 at 3:30 pm at Hang Seng Bank Headquarters, 83 Des
	Voeux Road Central, Hong Kong or any adjournment or postponement
	thereof
"AGM"	annual general meeting
"Articles of Association"	the current articles of association of the Bank, as amended from time
	to time
"Bank" or "Company"	Hang Seng Bank Limited, a company incorporated in Hong Kong
	with limited liability, the Shares of which are listed on the Stock
	Exchange (Stock Code: 11)
"Board" or "Directors"	the Board of Directors of the Bank or a duly authorised committee
	thereof for the time being
"Companies Ordinance"	the Companies Ordinance, Chapter 622 of the Laws of Hong Kong,
	as amended from time to time
"corporate communications"	any document(s) issued or to be issued by the Bank for the information
	or action of any holders of its securities including, but not limited
	to: (a) the directors' report and annual report together with a copy of
	the auditor's report and, where applicable, a summary financial report;
	(b) the interim report and, where applicable, a summary interim
	report; (c) a notice of meeting; (d) a listing document; (e) a circular;
	and (f) a form of proxy
"HKEx"	Hong Kong Exchanges and Clearing Limited
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"HSBC"	The Hongkong and Shanghai Banking Corporation Limited, a wholly
	owned subsidiary of HSBC Holdings
"HSBC Holdings"	HSBC Holdings plc which is incorporated in England with limited
	liability and the holding company of HSBC Group, and the shares of
	which are listed on the Stock Exchange (Stock Code: 5)
"INED(s)"	Independent Non-executive Director(s) of the Bank

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