Hang Seng Bank : Changes to Board Composition (4 January 2021)

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(Stock code: 11)

Changes to Board Composition

The Board of Directors (the "Board") of Hang Seng Bank Limited (the "Bank") announces the following prospective changes to the Board composition of the Bank.

Retirement of Dr Raymond K F Ch'ien

Dr Raymond K F Ch'ien will retire as Director of the Bank and will cease to be the Chairman of the Board and Nomination Committee, and a Remuneration Committee member of the Bank, all with effect from the conclusion of the Bank's Annual General Meeting to be held in Q2 2021 ("2021 AGM"), in order to devote more time to his other commitments and areas of interest.

Dr Ch'ien has confirmed that he has no disagreement with the Board and that he is not aware of any matter relating to his retirement that needs to be brought to the attention of the shareholders of the Bank.

The Board would like to thank Dr Ch'ien for his outstanding contributions, wise counsel, his dynamic and outstanding leadership and his tireless dedication since his appointment in 2007 that have helped to steer the Bank during these ever-changing and challenging economic and operating environments, including the global financial crisis in 2008 and the COVID-19 pandemic since early 2020. The Board wishes Dr Ch'ien every happiness, good health and success for the future.

Appointment of Ms Irene Y L Lee as Chairman of the Board

The Board has resolved to appoint Ms Irene Y L Lee, currently an Independent Non-executive Director of the Bank, to succeed Dr Ch'ien as the Chairman of the Board and Nomination Committee, and a Remuneration Committee member of the Bank, all with effect from the conclusion of the Bank's 2021 AGM. Simultaneously, she will be re-designated as a member of the Risk Committee and remain a member of the Audit Committee. In addition, she has been appointed as a member of the Nomination Committee with effect from 28 December 2020 until the Bank's 2021 AGM when she will be re-designated as the Chairman of the Nomination Committee.

According to the Articles of Association of the Bank, Ms Lee's current term of appointment as the Bank's Director will cease after the conclusion of the Bank's 2021 AGM. Upon that time and subject to her re-election by the shareholders, her term of appointment as a Director of the Bank shall then be for three years, which will expire at the conclusion of the Bank's AGM in 2024.

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Particulars of Ms Irene Y L Lee are set out in the note below.

Save as disclosed herein, Ms Irene Y L Lee does not currently hold any other position with the Bank or its subsidiaries. Save that she is also Independent Non-executive Director of The Hongkong and Shanghai Banking Corporation Limited, and HSBC Holdings plc, being immediate and ultimate holding companies of the Bank respectively, she has no relationship with any Directors, senior management or substantial or controlling shareholders of the Bank. She does not have any interests in the shares of the Bank within the meaning of Part XV of the Securities and Futures Ordinance. There is no other matter in relation to her appointment which needs to be brought to the attention of the shareholders of the Bank, and there is no information which needs to be disclosed pursuant to any of the requirements set out in paragraphs 13.51(2)(h) to (v) of the Listing Rules.

Ms Irene Y L Lee will receive the Chairman's fee in the amount approved from time to time by shareholders at AGMs of the Bank, currently being HK$860,000 per annum. Further, she will receive committee chairman and member fees as approved by the Board from time to time. No service contract has been signed between the Bank and Ms Irene Y L Lee.

As at the date hereof, the Board of Directors of the Bank comprises Raymond K F Ch'ien* (Chairman), Louisa Cheang (Vice-Chairman and Chief Executive), John C C Chan*, L Y Chiang*, Kathleen C H Gan#, Margaret W H Kwan, Irene Y L Lee*, Eric K C Li*, Vincent H S Lo#, Kenneth S Y Ng#, Peter T S Wong# and Michael W K Wu*.

• Non-executiveDirectors

• Independent Non-executive Directors

The Board of Directors of Hang Seng Bank Limited

Hong Kong, 4 January 2021

Note:

Ms Irene LEE Yun Lien

Independent Non-executive Director

Aged67

Joined the Boardsince May 2014

Other positions held within Hang Seng Group

• Hang Seng Bank Limited - Chairman of Risk Committee; Member of Audit Committee; Member of Nomination Committee
  Other major appointments
  Hong Kong Monetary Authority - Member of The Exchange Fund Advisory Committee
• Hysan Development Company Limited -

Executive Chairman; Chairman of Nomination Committee

• HSBC Holdings plc -

Independent Non-executive Director; Member of Chairman's Committee; Member of Group Remuneration Committee; Member of Nomination & Corporate Governance Committee

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The Hongkong and Shanghai Banking Corporation Limited - Independent Non-executiveDirector; Chairman of Remuneration Committee; Member of Audit Committee; Member of Risk Committee

30% Club HK - Chairman

Past major appointments

• Cathay Pacific Airways Limited -

Independent Non-executive Director (2010 - 2019)

Chairman of Audit Committee (2015 - 2019)

Chairman of Remuneration Committee (2012 - 2019)

• CLP Holdings Limited -

Independent Non-executive Director; Member of Audit Committee; Member of Finance and General Committee (2012 - 2018)

Member of Sustainability Committee (2014 - 2018)

• Noble Group Limited -

Independent Non-executive Director; Member of Audit Committee; Member of Investment and Capital Markets Committee (2012 - 2017)

Member of Nominating Committee (2013 - 2017) Member of Risk Committee (2014 - 2017)

JP Morgan Australia - Member of Advisory Council (2005 - 2013)

• QBE Insurance Group Limited - Non-executive Director (2002 - 2013)
• Keybridge Capital Limited -

Non-executive Chairman (2009 - 2012)

Executive Chairman (2006 - 2009)

The Myer Family Company Pty Limited - Non-executive Director (2009 - 2011) ING Bank (Australia) Limited - Non-executive Director (2005 - 2011) Australian Government Takeovers Panel - Member (2001 - 2010)

Sealcorp Holdings Limited - Chief Executive Officer (1998 - 1999)

• Commonwealth Bank of Australia - Head of Corporate Finance (1993 - 1998) Citicorp Investment Bank Limited in New York, London and Sydney -
  Executive Director (1977 - 1987)

Qualifications

Bachelor of Arts Degree - Smith College, USA

Barrister-at-Law in England and Wales

Member - The Honourable Society of Gray's Inn, UK

• The securities of these companies are listed on a securities market in Hong Kong or overseas.
  恒生銀行有限公司
  Hang Seng Bank Limited
  Incorporated in Hong Kong with limited liability
  Registered Office and Head Office: 83 Des Voeux Road Central, Hong Kong

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