Assuming that there is no change in the number of Hang Seng Bank Shares and no change in the holdings of Hang Seng Bank Shares from 12 December 2025 up to and including the Scheme Effective Date, the table below sets out the shareholding structures of Hang Seng Bank as at 12 December 2025 (being the Latest Practicable Date) and immediately upon the Scheme becoming binding and effective:

Notes:

(1)     Such Hang Seng Bank Shares represent the strategic shareholding of HSBC Asia Pacific in Hang Seng Bank, and are held by HSBC Asia Pacific through its wholly-owned subsidiary, Wayfoong Nominees Limited.

(2)     Kathleen Gan Chieh Huey is a director of HSBC Asia Holdings. Therefore, Ms. Gan is an HSBC Asia Pacific Concert Party and is not a Code Disinterested Shareholder. Kathleen Gan Chieh Huey is also a non-executive director of Hang Seng Bank.

(3)     David Gordon Eldon is a director of HSBC Asia Pacific. Therefore, Mr. Eldon is an HSBC Asia Pacific Concert Party and is not a Code Disinterested Shareholder.

(4)     Kuok Khoon Chen is a director of HSBC Asia Pacific. As at 12 December 2025, (i) Teeku Limited, Rubi Limited and Rightune Limited (each being companies controlled by Mr. Kuok's related trusts) held an aggregate of 2,000 Hang Seng Bank Shares; (ii) Alpha Model Limited, Bright Magic Investments Limited, Kerry Trading Company Limited and Macromind Investments Limited (each being subsidiaries of Kerry Group Limited, a company controlled by Mr. Kuok and his close relatives (within the meaning of the Takeovers Code)) held an aggregate of 3,118,052 Hang Seng Bank Shares; (iii) certain close relatives (within the meaning of the Takeovers Code) of Mr. Kuok held an aggregate of 1,866,582 Hang Seng Bank Shares; and (iv) Dime Group Limited, Blazing Star International Limited and Magic Pearl Enterprises Limited (each being companies controlled by related trusts of Mr. Kuok's close relatives (within the meaning of the Takeovers Code)) held an aggregate of 162,000 Hang Seng Bank Shares.

(5)     Camay Wong is the wife of Dr. Peter Wong Tung Shun, a director of HSBC Asia Pacific.

(6)     Holdings, borrowings or lendings of relevant securities in Hang Seng Bank by discretionary fund managers, asset managers and principal traders and other entities within the HSBC Group (including but not limited to HSBC Asia Pacific) reflects the holdings as at 12 December 2025.

Among the 17,544,205 Hang Seng Bank Shares, 1,609,200 Hang Seng Bank Shares were held by HSBC Asia Pacific, 1,389,650 Hang Seng Bank Shares were held by HSBC Global Asset Management (UK) Limited, 380,600 Hang Seng Bank Shares were held by HSBC Global Asset Management (Hong Kong) Limited, 434,493 Hang Seng Bank Shares were held by HSBC International Trustee Limited, 2,172,469 Hang Seng Bank Shares were held by HSBC Trustee (Hong Kong) Limited, 298,200 Hang Seng Bank Shares were held by Internationale Kapitalanlagegesellschaft mbH, 773 Hang Seng Bank Shares were held by HSBC Nominees (Hong Kong) Limited and 11,258,820 Hang Seng Bank Shares were held by HSVM, in each case, in the ordinary course of business of the HSBC Group.

As at 12 December 2025, each of HSBC Global Asset Management (Hong Kong) Limited, HSBC International Trustee Limited, HSBC Trustee (Hong Kong) Limited and HSBC Nominees (Hong Kong) Limited was a subsidiary of HSBC Asia Pacific, while each of HSBC Global Asset Management (UK) Limited and Internationale Kapitalanlagegesellschaft mbH was a fellow subsidiary of HSBC Asia Pacific. As at 12 December 2025, HSVM was a wholly-owned subsidiary of Hang Seng Bank, and was therefore a majority-owned subsidiary of HSBC Asia Pacific.

Holdings, borrowings or lendings of relevant securities in Hang Seng Bank by HSBC Asia Pacific and HSBC Asia Pacific Concert Parties in this announcement exclude any holdings, borrowings or lendings on a non-discretionary basis for and on behalf of its clients. As at 12 December 2025, the HSBC Group (including but not limited to HSBC Asia Pacific and the Hang Seng Bank Group) held approximately 387,762,601 Hang Seng Bank Shares on a non-discretionary basis for and on behalf of its clients.

(7)     BofA Securities and Goldman Sachs are joint financial advisers to HSBC Holdings and HSBC Asia Pacific in connection with the Proposal.

BofA Securities, and the members of the BofA Securities group are presumed to be acting in concert with HSBC Asia Pacific in relation to Hang Seng Bank under class (5) of the definition of "acting in concert" under the Takeovers Code (except in respect of Hang Seng Bank Shares held by exempt principal traders or exempt fund managers, in each case recognised by the Executive as such for the purpose of the Takeovers Code, and in respect of Hang Seng Bank Shares held on behalf of non-discretionary investment clients). The BofA Securities group (except in respect of Hang Seng Bank Shares held by exempt principal traders or exempt fund managers, in each case recognised by the Executive as such for the purpose of the Takeovers Code, and in respect of Hang Seng Bank Shares held on behalf of non- discretionary investment clients) held an aggregate of 10,217 Hang Seng Bank Shares (among which, 2,972 Hang Seng Bank Shares were held by Managed Account Advisors, LLC, 271 Hang Seng Bank Shares were held by Merrill Lynch, Pierce, Fenner & Smith Incorporated in the form of Hang Seng Bank ADSs, and 6,974 Hang Seng Bank Shares were held by Bank of America, National Association in the form of Hang Seng Bank ADSs) as at 12 December 2025. As at 12 December 2025, each of Managed Account Advisors, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association was an affiliate of BofA Securities; all were group companies of Bank of America Corp.

Goldman Sachs, and the members of the Goldman Sachs group are presumed to be acting in concert with HSBC Asia Pacific in relation to Hang Seng Bank under class (5) of the definition of "acting in concert" under the Takeovers Code (except in respect of Hang Seng Bank Shares held by exempt principal traders or exempt fund managers, in each case recognised by the Executive as such for the purpose of the Takeovers Code, and in respect of Hang Seng Bank Shares held on behalf of non-discretionary investment clients). The Goldman Sachs group (except in respect of Hang Seng Bank Shares held by exempt principal traders or exempt fund managers, in each case recognised by the Executive as such for the purpose of the Takeovers Code, and in respect of Hang Seng Bank Shares held on behalf of non-discretionary investment clients) held an aggregate of 21 Hang Seng Bank Shares (all of which were held by Folio, Investment Inc. in the form of Hang Seng Bank ADSs) as at 12 December 2025. As at 12 December 2025, Folio, Investment Inc. was a member of the Goldman Sachs group.

(8)     Luanne Lim Hui Hung is an executive director and chief executive of Hang Seng Bank. Ms. Lim's positions with the Hang Seng Bank Group do not render her an HSBC Asia Pacific Concert Party. Neither do her current or past positions within the HSBC Group (excluding the Hang Seng Bank Group) render her an HSBC Asia Pacific Concert Party. Both Ms. Lim and HSBC Asia Pacific confirm that Ms. Lim is not acting in concert with HSBC Asia Pacific. Accordingly, the Hang Seng Bank Shares held by Ms. Lim will form part of the Code Disinterested Shares. However, in the light of her position held within the HSBC Group entities, Ms. Lim will abstain from voting at the Hang Seng Bank Court Meeting in respect of her own beneficial holdings in the Hang Seng Bank Shares. She confirms that she would otherwise intend to vote for the Proposal and the Scheme at the Hang Seng Bank Court Meeting in respect of her own beneficial holdings in the Hang Seng Bank Shares.

(9)     The HSBC Asia Pacific Non-Scheme Shares will not form part of the Scheme Shares. The other Hang Seng Bank Shares in issue as at the Scheme Record Date (including but not limited to the HSBC Asia Pacific Scheme Shares and all the Hang Seng Bank Shares held by the HSBC Asia Pacific Concert Parties) will form part of the Scheme Shares.

Under the Scheme, part of the issued share capital of Hang Seng Bank will, on the Scheme Effective Date, be reduced by cancelling and extinguishing the Scheme Shares. Immediately after such cancellation and extinguishment, the issued share capital of Hang Seng Bank will be restored to the amount immediately before such cancellation and extinguishment by the allotment and issue by Hang Seng Bank to HSBC Asia Pacific (or its nominee) of such number of new Hang Seng Bank Shares as is equal to the number of the Scheme Shares cancelled and extinguished on the Scheme Effective Date. The reserve created in Hang Seng Bank's books of account as a result of the capital reduction will be applied in paying up in full the new Hang Seng Bank Shares so allotted and issued to HSBC Asia Pacific (or its nominee). The shareholding of HSBC Asia Pacific immediately upon the Scheme becoming binding and effective represents the HSBC Asia Pacific Non-Scheme Shares and the aforementioned new Hang Seng Bank Shares allotted and issued to HSBC Asia Pacific (or its nominee) as is equal to the number of the Scheme Shares cancelled and extinguished under the Scheme.

(10)   As of 12 December 2025, there were 667,335,960 Ordinance Disinterested Shares in issue (representing approximately 35.6304% of the total issued share capital of Hang Seng Bank), subject to the qualifications set out in this table.

(11)   All percentages in the above table are subject to rounding adjustments and may not add up to 100%.

Holdings in warrants or derivatives in respect of Hang Seng Bank Shares by HSBC Asia Pacific and the HSBC Asia Pacific Concert Parties as at 12 December 2025

Borrowing or lending of any Hang Seng Bank Shares or any convertible securities, warrants, options or derivatives in respect of Hang Seng Bank Shares, save for any borrowed Hang Seng Bank Shares or any convertible securities, warrants, options or derivatives in respect of Hang Seng Bank Shares which have been either on-lent or sold, by HSBC Asia Pacific and the HSBC Asia Pacific Concert Parties as at 12 December 2025

As at 12 December 2025 (being the Latest Practicable Date), save as disclosed above:

(a)   save for the relevant securities of Hang Seng Bank which were held by (i) members of the Hang Seng Bank Group for and on behalf of non-discretionary clients (including, for example, as a custodian or a non-discretionary trustee) and (ii) any member of the BofA Securities group or the Goldman Sachs group for and on behalf of their respective non-discretionary clients, no subsidiary of Hang Seng Bank, no pension fund of Hang Seng Bank or of a subsidiary of Hang Seng Bank and no person who is presumed to be acting in concert with Hang Seng Bank by virtue of class (5) of the definition of "acting in concert" under the Takeovers Code or who is an associate of Hang Seng Bank by virtue of class (2) of the definition of "associate" under the Takeovers Code (but excluding any exempt principal traders and exempt fund managers) owned or controlled any Hang Seng Bank Shares or any convertible securities, warrants, options or derivatives in respect of any Hang Seng Bank Shares;

(b)   no fund manager (other than exempt fund managers) connected with Hang Seng Bank managed any Hang Seng Bank Shares or any convertible securities, warrants, options or derivatives in respect of any Hang Seng Bank Shares on a discretionary basis;

(c)   save for the relevant securities of Hang Seng Bank which were held by (i) members of the HSBC Group and the Hang Seng Bank Group for and on behalf of non-discretionary clients (including, for example, as a custodian or a non-discretionary trustee) and (ii) any member of the BofA Securities group or the Goldman Sachs group for and on behalf of their respective non-discretionary clients, neither HSBC Asia Pacific nor any HSBC Asia Pacific Concert Party owned, controlled or had direction over any Hang Seng Bank Shares or any convertible securities, warrants, options or derivatives in respect of any Hang Seng Bank Shares; and

(d)   save in respect of the relevant securities of Hang Seng Bank which were held by (i) any member of the HSBC Group or the Hang Seng Bank Group for and on behalf of its non-discretionary clients (including, for example, as a custodian or a non-discretionary trustee) and (ii) any member of the BofA Securities group or the Goldman Sachs group for and on behalf of their respective non- discretionary clients, none of HSBC Asia Pacific or the HSBC Asia Pacific Concert Parties had borrowed or lent any Hang Seng Bank Shares or any convertible securities, warrants, options or derivatives in respect of Hang Seng Bank Shares, save for any borrowed Hang Seng Bank Shares or any convertible securities, warrants, options or derivatives in respect of Hang Seng Bank Shares which have been either on-lent or sold.

DEALINGS IN HANG SENG BANK SHARES

Dealings in Hang Seng Bank Shares

•       Dealings by HSBC Asia Pacific, the directors of HSBC Asia Pacific or the HSBC Asia Pacific Concert Parties (excluding any members of the Hang Seng Bank Group) on 11 December 2025 and 12 December 2025