Bank of East Asia : Annual General Meeting Circular

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubtas to any aspect of this Circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferredall your shares in The Bank of East Asia, Limited, you should at once hand this Circular to the purchaser or transferee or to the bank, a licensed securities dealer or registered institution in securities 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.

The Bank of East Asia, Limited

東亞銀行有限公司

(Incorporated in Hong Kong with limited liability in 1918) (Stock Code: 23)

NOTICE OF ANNUAL GENERAL MEETING,

RE-ELECTION OF DIRECTORS

AND

GENERAL MANDATES TO ISSUE SHARES AND BUY-BACK SHARES

The notice of Annual General Meeting of The Bank of East Asia, Limited to be held in the Grand Ballroom, Four Seasons Hotel, 8 Finance Street, Central, Hong Kong on Friday, 3rd May, 2019 at 11:30 a.m. is set out on pages 3 to 5 of this Circular.

Whether or not you are able to attend the 2019 AGM, please complete the accompanying proxy form in accordance with the instructions printed thereon and return it to the Bank's Share Registrar, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the 2019 AGM or adjourned meeting (as the case may be). Completion and delivery of the proxy form will not preclude you from attending and voting at the 2019 AGM should you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

29th March, 2019

CONTENTS

			Page
Definitions . . . . . .		. . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . .			3
Letter from the Chairman. . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
Introduction
Resolution (1)	-	Receiving the Audited Financial Statements
Resolution (2)	-	Re-appointment of Auditors
Resolution (3)	-	Re-election of Directors

Resolutions (4), (5) and (6) - General Mandates to Issue Shares and Buy-back Shares Recommendation

Appendix 1	-	Details (including Biographies) of Directors Proposed to be Re-elected . .	11
Appendix 2	-	Explanatory Statement on Share Buy-back Mandate . . . . . . . . . .	23

Accompanying documents:

(i)Annual Report 2018

(ii)Proxy Form

(iii)A summary of the key aspects of an audit

This Circular (both English and Chinese versions) is now available in printed form and on the websites of the Bank at www.hkbea.com and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.

Notwithstanding any choice of means for the receipt of Corporate Communications (i.e. either receiving a printed copy or by electronic means through the Bank's website) previously made by Shareholders and communicated to the Bank, Shareholders may at any time change their choice, free of charge, by giving reasonable notice in writing to the Bank's Share Registrar, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong or by fax to (852) 2861 1465 or by email to [e-mail] specifying your request together with your full name and contact telephone number.

DEFINITIONS

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

"2019 AGM"	an annual general meeting of the Bank to be held in the Grand
	Ballroom, Four Seasons Hotel, 8 Finance Street, Central, Hong Kong on
	Friday, 3rd May, 2019 at 11:30 a.m. or any adjournment thereof;
"Articles of Association"	the articles of association of the Bank (as amended, modified or
	otherwise supplemented from time to time);
"Audit Committee"	the Audit Committee of the Bank;
"Auditors"	the auditors of the Bank for the time being;
"Bank"	The Bank of East Asia, Limited, a limited liability company incorporated
	in Hong Kong;
"Bank Group" or "Group"	the Bank and its subsidiaries;
"Board"	the board of Directors or a duly authorised committee thereof;
"Chief Executive"	shall have the meaning ascribed to it under the Listing Rules;
"Circular"	the circular to the Shareholders dated 29th March, 2019;
"Close Associate(s)"	shall have the meaning ascribed to it under the Listing Rules;
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);
"Controlling Shareholder"	shall have the meaning ascribed to it under the Listing Rules;
"Core Connected Person(s)"	shall have the meaning ascribed to it under the Listing Rules;
"Director(s)"	includes any person who occupies the position of a director, by
	whatever name called, of the Bank or otherwise as the context may
	require;
"Guidance on Empowerment	guidance on Empowerment of Independent Non-Executive Directors
of INEDs"	(INEDs) in the Banking Industry in Hong Kong issued by the Hong
	Kong Monetary Authority;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;

- 1 -

	DEFINITIONS
"Hong Kong"	The Hong Kong Special Administrative Region of the People's Republic
	of China;
"Latest Practicable Date"	22nd March, 2019, being the latest practicable date prior to the printing
	of this Circular for ascertaining certain information contained herein;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange as
	amended, supplemented or otherwise modified from time to time;
"Nomination Committee"	the Nomination Committee of the Bank;
"Notice of Annual General	the notice convening the 2019 AGM as set out on pages 3 to 5 of this
Meeting"	Circular;
"Register of Members"	register of members of the Bank;
"Senior Management"	the Chief Executive, Executive Directors, and Deputy Chief Executives
	of the Bank;
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong);
"Shareholders"	holders of the Shares;
"Share(s)"	fully paid ordinary shares of the Bank;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Subsidiary" or "Subsidiaries"	a subsidiary or subsidiaries (within the meaning of the Companies
	Ordinance) for the time being and from time to time of the Bank;
"Substantial Shareholder(s)"	shall have the meaning ascribed to it under the Listing Rules; and
"Takeovers Code"	The Codes on Takeovers and Mergers and Share Buy-backs.

- 2 -

NOTICE OF ANNUAL GENERAL MEETING

The Bank of East Asia, Limited

(Incorporated in Hong Kong with limited liability in 1918)

Notice of Hundredth Annual General Meeting

NOTICE IS HEREBY GIVEN that the Hundredth Annual General Meeting ("2019 AGM") of the members of The Bank of East Asia, Limited (the "Bank") will be held in the Grand Ballroom, Four Seasons Hotel, 8 Finance Street, Central, Hong Kong on Friday, 3rd May, 2019 at 11:30 a.m. for the following purposes:

1.To receive the Audited Financial Statements for the year ended 31st December, 2018 together with the Report of the Directors and the Independent Auditor's Report thereon.

2.Tore-appoint KPMG as Auditors of the Bank and authorise the Directors to fix their remuneration.

3.Tore-elect the following Directors:

(a)Dr. the Hon. Sir David LIKwok-po

(b)Dr. Allan WONGChi-yun

(c)Mr. Aubrey LIKwok-sing

(d)Mr. Winston LOYau-lai

(e)Mr. Stephen Charles LIKwok-sze

(f)Dr. Daryl NGWin-kong

(g)Mr. Masayuki OKU

(h)Dr. the Hon. Rita FAN HSULai-tai

As special business, to consider and, if thought fit, pass with or without amendments, the following ordinary resolutions:

4."THAT:

(a)Subject to paragraph (b) of this Resolution, a general mandate be and is hereby unconditionally given to the Directors of the Bank to exercise during the Relevant Period (as defined below) all the powers of the Bank to allot, issue and otherwise deal with additional shares of the Bank and to make, issue or grant offers, agreements, options, warrants, rights to subscribe for or convert any securities into shares of the Bank or other securities which would or might require shares in the Bank to be allotted, issued or otherwise dealt with either during or after the Relevant Period;

(b)the total number of ordinary shares allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with (whether pursuant to an option, warrant, right to subscribe for or convert or otherwise) by the Directors pursuant to the mandate in paragraph (a) of this Resolution, otherwise than pursuant to:

(i)a Rights Issue (as defined below);

(ii)any option scheme or similar arrangement for the time being adopted and approved by the shareholders of the Bank for the grant or issue to employees of the Bank and its subsidiaries of options or rights to subscribe for or acquire shares of the Bank;

- 3 -

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubtas to any aspect of this Circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferredall your shares in The Bank of East Asia, Limited, you should at once hand this Circular to the purchaser or transferee or to the bank, a licensed securities dealer or registered institution in securities 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.

The Bank of East Asia, Limited

東亞銀行有限公司

(Incorporated in Hong Kong with limited liability in 1918) (Stock Code: 23)

NOTICE OF ANNUAL GENERAL MEETING,

RE-ELECTION OF DIRECTORS

AND

GENERAL MANDATES TO ISSUE SHARES AND BUY-BACK SHARES

The notice of Annual General Meeting of The Bank of East Asia, Limited to be held in the Grand Ballroom, Four Seasons Hotel, 8 Finance Street, Central, Hong Kong on Friday, 3rd May, 2019 at 11:30 a.m. is set out on pages 3 to 5 of this Circular.

Whether or not you are able to attend the 2019 AGM, please complete the accompanying proxy form in accordance with the instructions printed thereon and return it to the Bank's Share Registrar, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the 2019 AGM or adjourned meeting (as the case may be). Completion and delivery of the proxy form will not preclude you from attending and voting at the 2019 AGM should you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

29th March, 2019

CONTENTS

			Page
Definitions . . . . . .		. . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . .			3
Letter from the Chairman. . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
Introduction
Resolution (1)	-	Receiving the Audited Financial Statements
Resolution (2)	-	Re-appointment of Auditors
Resolution (3)	-	Re-election of Directors

Resolutions (4), (5) and (6) - General Mandates to Issue Shares and Buy-back Shares Recommendation

Appendix 1	-	Details (including Biographies) of Directors Proposed to be Re-elected . .	11
Appendix 2	-	Explanatory Statement on Share Buy-back Mandate . . . . . . . . . .	23

Accompanying documents:

(i)Annual Report 2018

(ii)Proxy Form

(iii)A summary of the key aspects of an audit

This Circular (both English and Chinese versions) is now available in printed form and on the websites of the Bank at www.hkbea.com and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.

Notwithstanding any choice of means for the receipt of Corporate Communications (i.e. either receiving a printed copy or by electronic means through the Bank's website) previously made by Shareholders and communicated to the Bank, Shareholders may at any time change their choice, free of charge, by giving reasonable notice in writing to the Bank's Share Registrar, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong or by fax to (852) 2861 1465 or by email to [e-mail] specifying your request together with your full name and contact telephone number.

DEFINITIONS

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

"2019 AGM"	an annual general meeting of the Bank to be held in the Grand
	Ballroom, Four Seasons Hotel, 8 Finance Street, Central, Hong Kong on
	Friday, 3rd May, 2019 at 11:30 a.m. or any adjournment thereof;
"Articles of Association"	the articles of association of the Bank (as amended, modified or
	otherwise supplemented from time to time);
"Audit Committee"	the Audit Committee of the Bank;
"Auditors"	the auditors of the Bank for the time being;
"Bank"	The Bank of East Asia, Limited, a limited liability company incorporated
	in Hong Kong;
"Bank Group" or "Group"	the Bank and its subsidiaries;
"Board"	the board of Directors or a duly authorised committee thereof;
"Chief Executive"	shall have the meaning ascribed to it under the Listing Rules;
"Circular"	the circular to the Shareholders dated 29th March, 2019;
"Close Associate(s)"	shall have the meaning ascribed to it under the Listing Rules;
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);
"Controlling Shareholder"	shall have the meaning ascribed to it under the Listing Rules;
"Core Connected Person(s)"	shall have the meaning ascribed to it under the Listing Rules;
"Director(s)"	includes any person who occupies the position of a director, by
	whatever name called, of the Bank or otherwise as the context may
	require;
"Guidance on Empowerment	guidance on Empowerment of Independent Non-Executive Directors
of INEDs"	(INEDs) in the Banking Industry in Hong Kong issued by the Hong
	Kong Monetary Authority;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;

- 1 -

	DEFINITIONS
"Hong Kong"	The Hong Kong Special Administrative Region of the People's Republic
	of China;
"Latest Practicable Date"	22nd March, 2019, being the latest practicable date prior to the printing
	of this Circular for ascertaining certain information contained herein;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange as
	amended, supplemented or otherwise modified from time to time;
"Nomination Committee"	the Nomination Committee of the Bank;
"Notice of Annual General	the notice convening the 2019 AGM as set out on pages 3 to 5 of this
Meeting"	Circular;
"Register of Members"	register of members of the Bank;
"Senior Management"	the Chief Executive, Executive Directors, and Deputy Chief Executives
	of the Bank;
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong);
"Shareholders"	holders of the Shares;
"Share(s)"	fully paid ordinary shares of the Bank;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Subsidiary" or "Subsidiaries"	a subsidiary or subsidiaries (within the meaning of the Companies
	Ordinance) for the time being and from time to time of the Bank;
"Substantial Shareholder(s)"	shall have the meaning ascribed to it under the Listing Rules; and
"Takeovers Code"	The Codes on Takeovers and Mergers and Share Buy-backs.

- 2 -

NOTICE OF ANNUAL GENERAL MEETING

The Bank of East Asia, Limited

(Incorporated in Hong Kong with limited liability in 1918)

Notice of Hundredth Annual General Meeting

NOTICE IS HEREBY GIVEN that the Hundredth Annual General Meeting ("2019 AGM") of the members of The Bank of East Asia, Limited (the "Bank") will be held in the Grand Ballroom, Four Seasons Hotel, 8 Finance Street, Central, Hong Kong on Friday, 3rd May, 2019 at 11:30 a.m. for the following purposes:

1.To receive the Audited Financial Statements for the year ended 31st December, 2018 together with the Report of the Directors and the Independent Auditor's Report thereon.

2.Tore-appoint KPMG as Auditors of the Bank and authorise the Directors to fix their remuneration.

3.Tore-elect the following Directors:

(a)Dr. the Hon. Sir David LIKwok-po

(b)Dr. Allan WONGChi-yun

(c)Mr. Aubrey LIKwok-sing

(d)Mr. Winston LOYau-lai

(e)Mr. Stephen Charles LIKwok-sze

(f)Dr. Daryl NGWin-kong

(g)Mr. Masayuki OKU

(h)Dr. the Hon. Rita FAN HSULai-tai

As special business, to consider and, if thought fit, pass with or without amendments, the following ordinary resolutions:

4."THAT:

(a)Subject to paragraph (b) of this Resolution, a general mandate be and is hereby unconditionally given to the Directors of the Bank to exercise during the Relevant Period (as defined below) all the powers of the Bank to allot, issue and otherwise deal with additional shares of the Bank and to make, issue or grant offers, agreements, options, warrants, rights to subscribe for or convert any securities into shares of the Bank or other securities which would or might require shares in the Bank to be allotted, issued or otherwise dealt with either during or after the Relevant Period;

(b)the total number of ordinary shares allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with (whether pursuant to an option, warrant, right to subscribe for or convert or otherwise) by the Directors pursuant to the mandate in paragraph (a) of this Resolution, otherwise than pursuant to:

(i)a Rights Issue (as defined below);

(ii)any option scheme or similar arrangement for the time being adopted and approved by the shareholders of the Bank for the grant or issue to employees of the Bank and its subsidiaries of options or rights to subscribe for or acquire shares of the Bank;

- 3 -