INTRODUCTION

Reference is made to (i) the composite scheme document dated 15 December 2025 jointly issued by HSBC Holdings plc ("HSBC Holdings"), The Hongkong and Shanghai Banking Corporation Limited ("HSBC Asia Pacific") and Hang Seng Bank Limited ("Hang Seng Bank") in relation to the Proposal and the Scheme (the "Scheme Document"); and (ii) the joint announcement dated 8 January 2026 jointly issued by HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank regarding, among others, the results of the Hang Seng Bank Court Meeting and the Hang Seng Bank General Meeting (the "Poll Results Announcement").

Unless otherwise defined herein, terms defined in the Scheme Document shall have the same meanings when used in this joint announcement.

SANCTION    OF    THE    SCHEME    AND    CONFIRMATION     OF    THE    CAPITAL REDUCTION

The Scheme was sanctioned without modification by the High Court at the court hearing held on Friday, 23 January 2026. The reduction of the issued share capital of Hang Seng Bank involved in the Scheme (the "Capital Reduction") was also confirmed by the High Court on the same day at the same hearing.

The High Court made an order on Friday, 23 January 2026 (the "Order"), among others, sanctioning the Scheme under section 673 of the Companies Ordinance and confirming the Capital Reduction under section 229 of the Companies Ordinance. It is expected that an office copy of the Order, together with the minute (the "Minute") approved by the High Court and the return (the "Return") (each containing particulars required under section 230 of the Companies Ordinance) will be delivered to the Registrar of Companies in Hong Kong for registration on Monday, 26 January 2026.

EXPECTED EFFECTIVE DATE OF THE SCHEME

As at the date of this joint announcement, (i) Conditions (a) and (b) have been satisfied; and (ii) Conditions (e) to (i) have been satisfied (but subject to their ongoing satisfaction or (if applicable) waiver). Subject to the satisfaction of Conditions (c) and (d) relating to the registration of the Order, the Minute and the Return by the Registrar of Companies in Hong Kong and the ongoing satisfaction or (if applicable) waiver of Conditions (e) to (i), the Scheme is expected to become binding and effective on Monday, 26 January 2026. As at the date of this joint announcement, none of HSBC Asia Pacific, HSBC Holdings and Hang Seng Bank is aware of any facts or circumstances which would lead to such Conditions not being fulfilled.

A further announcement will be made when the Scheme has become binding and effective.

EXPECTED  DATE  OF WITHDRAWAL OF LISTING  OF HANG  SENG  BANK SHARES

Hang Seng Bank has applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock Exchange has approved, the withdrawal of listing of Hang Seng Bank Shares from the Hong Kong Stock Exchange with effect from 4:00 p.m. on Tuesday, 27 January 2026, subject to the Scheme becoming binding and effective.

GENERAL

For further information in respect of the expected timetable of the Proposal and the Scheme, please refer to the remaining expected events and the corresponding expected dates and times in the section headed "Expected Timetable" in the Poll Results Announcement.

WARNING: Shareholders of and/or potential investors in HSBC Holdings and Hang Seng Bank should be aware that the Proposal will only be implemented if all the Conditions are satisfied or (if applicable) waived on or before the Conditions Long Stop Date. Shareholders of and/or potential investors in HSBC Holdings and Hang Seng Bank should therefore exercise caution when dealing in the securities of HSBC Holdings and Hang Seng Bank respectively. Persons who are in doubt as to the action they should take should consult their licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.