Hang Seng Bank : Form of Proxy for 2019 Annual General Meeting

(Stock code: 11)

Form of Proxy

I/We(note 1),

of

being the registered holder of(note 2)

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

hereby appoint the Chairman of the Meeting or(notes 3 and 4)

of

or failing him/her

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 atHang Seng Bank Headquarters, 83 Des Voeux Road Central, Hong Kong on

Thursday, 9 May 2019 at 3:30 p.m.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:

2019

Signature:

(notes 5, 6 and 7)

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 2018.

2

• (a) To re-elect Dr John C C Chan as Director.

• (b) To re-elect Dr Eric K C Li as Director.

• (c) To re-elect Dr Vincent H S Lo 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.

Notes

• 1 Full name(s) and address(es) of the shareholder(s) completing this form should be inserted in BLOCK CAPITALS in the space provided.

• 2 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.

• 3 A shareholder entitled to attend and vote at the Meeting (or at any adjournment thereof) is entitled to appoint one or more proxies to attend and vote instead of the shareholder. A proxy needs not also be a shareholder of the Bank.

• 4 If a proxy (or proxies) other than the Chairman of the Meeting is to be appointed, please delete the words "the Chairman of the Meeting or" and insert the full name and address of the proxy (or proxies) desired in the space provided. Any alteration made to this form must be initialled by the person who signs it.

• 5 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.

• 6 In the case of joint registered holders of any shares, the vote of the senior holder who tenders a vote, whether in person or 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.

• 7 To be effective, this completed form must be received by the Bank's Registrar, Computershare Hong Kong Investor Services Limited, at17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 3:30 p.m. on 7 May 2019or not less than 48 hours before the time appointed for holding any adjourned meeting (as the case may be). 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.

• 8 Brief biographical details of all Directors who offer themselves for re-election at the Meeting are set out in Appendix II of the Circular to Shareholders dated 18 March 2019.

• 9Shareholders or proxies who attend the Annual General Meeting in person will each receive ONE souvenir as a token of the Bank's appreciation. If a shareholder is also appointed as proxy/proxies of other shareholder(s), or a proxy represents multiple shareholders, the number of souvenir each of the aforesaid shareholder or proxy will receive is limited to ONE.

Hang Seng Bank Limited

Incorporated in Hong Kong with limited liability

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