(Stock code: 11)

Form of Proxy

I/We (note 6),

of

being the registered holder of (note 7)

shares in Hang Seng Bank Limited (the "Bank")

hereby appoint the Chairman of the Meeting or failing him (notes 1 and 3)

of

as my/our proxy to attend and vote for me/us and on my/our behalf

at the Annual General Meeting of the Bank to be held at Hang Seng Bank Headquarters, 83 Des Voeux Road Central, Hong Kong on Thursday, 5 May 2022 at 3:30 pm and at any adjournment thereof.

I/We wish this proxy to be used in connection with the undermentioned resolutions in the manner set out below.

Date:                                 2022

Signature:                                       (notes 8, 9 and 10)

Please indicate with a "" in the appropriate space beside each of the resolutions how you wish the proxy to vote. Unless so instructed, the proxy will at his/her discretion vote as he/she thinks fit or abstain from voting in relation to all businesses of the Meeting, including any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

Resolutions

For

Against

1

To adopt the reports and audited financial statements for 2021.

2

(a)

To elect Diana Cesar as Director.

(b)

To elect Cordelia Chung as Director.

(c)

To elect Clement K M Kwok as Director.

(d)

To elect David Y C Liao as Director.

(e)

To elect Xiao Bin Wang as Director.

3

To re-appoint PricewaterhouseCoopers as auditor and to authorise the Directors to determine the

remuneration of the auditor.

4

To grant a general mandate to the Directors to buy-back shares not exceeding 10% of the number

of shares in issue.

5

To grant a general mandate to the Directors to issue additional shares which shall not in aggregate

exceed, except in certain specific circumstances such as pursuant to a rights issue or any scrip

dividend scheme, 20%, or 5% where the shares are to be allotted wholly for cash, of the number

of shares in issue.

6

Special Resolution:

To amend the Articles of Association.

Notes

  1. In light of the continuing risks posed by the COVID-19 pandemic, the Bank is adopting special arrangements in respect of the Meeting (details set out in the Bank's Circular to Shareholders dated 25 March 2022). In particular, other than the minimum number of persons legally required to form a quorate meeting, together with a limited number of other attendees to ensure the proper conduct of the Meeting, other shareholders, proxies or corporate representatives will not be able to attend the Meeting in person. Any person who attempts to do so will be excluded and will not be permitted entry to the venue of the Meeting. Shareholders may view and listen to the Meeting via live webcast https://streamstudio.world- television.com/768-1997-32178/en,details of which are set out in the Circular to Shareholders.
  2. You can submit a question on the business of the Meeting in advance by sending your question to: agm.question@hangseng.com. You can also submit questions during the Meeting through the webcast link provided above or by telephone on (852) 2112 1888 with the Conference Code 8205505#.
  3. A shareholder entitled to vote at the Meeting (or at any adjournment thereof) is entitled to appoint one or more proxies to vote instead of the shareholder. A proxy needs not also be a shareholder of the Bank. However, given the special arrangements adopted by the Bank as outlined in note 1 above and more particularly in the Circular to Shareholders, if you wish to vote on any resolution at the Meeting, you must complete this form and appoint the Chairman of the Meeting as your proxy to exercise your right to vote at the Meeting in accordance with your instructions. If you appoint a person who is not the Chairman of the Meeting as your proxy, that person will not be permitted entry to the Meeting and will not be able to exercise your vote.
  4. This 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 not later than 3:30 pm on Tuesday, 3 May 2022 or not less than 48 hours before the time appointed for holding any adjourned meeting (as the case may be).
  5. No gift will be distributed at the Meeting.
  6. Full name(s) and address(es) of the shareholder(s) completing this form should be inserted in BLOCK LETTERS in the space provided.
  7. Please insert the number of shares registered in the name of the holder and to which this form relates. If no number is inserted, this form will be deemed to relate to all the shares registered in the name of the holder appearing in this form.
  8. In the case of a corporation, this form must be executed either under its common seal (if any) or under the hand of some officer or attorney duly authorised in that behalf.
  9. In the case of joint registered holders of any shares, the vote of the senior holder who tenders a vote, by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names of the holders stand in the Register of Shareholders.
  10. If this form is signed by an attorney of a shareholder who is not a corporation, the power of attorney or other authority under which it is signed, or a notarially certified copy (where executed abroad) or official copy of that power or authority must be delivered together with this completed form to the Bank's Registrar.

Hang Seng Bank Limited

Incorporated in Hong Kong with limited liability

Registered Ofce and Head Ofce: 83 Des Voeux Road Central, Hong Kong

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Hang Seng Bank Ltd. published this content on 21 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2022 12:11:08 UTC.