Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. (Stock code: 11) A N N O U N C E M E N T Changes to Board Composition The Board of Directors (the “Board”) of Hang Seng Bank Limited (the “Bank”) has today announced the following changes to the Bank’s Board composition to take effect on the dates mentioned below. Retirement of Mr Raymond Or Ching Fai from the Board of the Bank Mr Raymond Or Ching Fai will retire as Vice-Chairman and Chief Executive of the Bank and from the Board with effect from the conclusion of the Bank’s Annual General Meeting to be held on 6 May 2009 (“2009 AGM”). Mr Or 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 express its gratitude to Mr Or for his outstanding contributions and strong leadership over the years and wish him all the best following his retirement. Proposed Appointment of Mrs Margaret Leung Ko May Yee as non-executive Director of the Bank with effect from 1 April 2009, and as Vice-Chairman and Chief Executive of the Bank with effect from the conclusion of the Bank’s AGM on 6 May 2009 Mrs Margaret Leung Ko May Yee, currently Group General Manager and Global Co-Head Commercial Banking for the HSBC Group, will be appointed a non-executive Director of the Bank with effect from 1 April 2009 until the conclusion of the 2009 AGM. Mrs Leung will offer herself for election by the shareholders at the 2009 AGM. If elected, her term of appointment shall then be for three years, which will expire at the conclusion of the 2012 AGM. Subject to being elected by the shareholders at the 2009 AGM and upon Mr Raymond Or’s retirement as aforesaid, Mrs Leung will become Vice-Chairman and Chief Executive of the Bank with effect from the conclusion of the 2009 AGM. The Directors of the Bank would like to welcome Mrs Leung to the Board and look forward to working closely with her. Particulars of Mrs Leung are set out in the note below. Save as disclosed herein, Mrs Leung does not currently hold any other position with the Bank and its subsidiaries. She has no relationship with any Directors or senior management of the Bank and 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 the appointment of Mrs Leung 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. As resolved by the Bank’s shareholders at the AGM held on 24 April 2008, commencing from 1 January 2008 (a) no Director’s fee is payable to the executive Directors of the Bank; and (b) non-executive Directors of the Bank will be paid a Director’s fee of HKD280,000 per annum. On Mrs Leung’s appointment as Vice-Chairman and Chief Executive of the Bank, she will receive an annual salary of HKD5,500,000 and be entitled to a discretionary bonus. This has been determined with reference to the remuneration policy of the Bank. No service contract has been signed between the Bank and Mrs Leung. Resignations of Dr Cheng Yu Tung and Dr David Sin Wai Kin as Directors of the Bank Dr Cheng Yu Tung and Dr David Sin Wai Kin have tendered their resignations as Directors of the Bank which will take effect from the conclusion of the 2009 AGM in order to devote more time to their own businesses. Both of them have confirmed that they have no disagreement with the Board and that they are not aware of any matter relating to their respective resignations that needs to be brought to the attention of the shareholders of the Bank. The Board would like to express its gratitude to Dr Cheng and Dr Sin for their wise counsel and guidance during their tenure of office and wish them all the best in the future. As at the date hereof, the Board of Directors of the Bank comprises Dr Raymond K F Ch’ien* (Chairman), Mr Raymond C F Or (Vice-Chairman and Chief Executive), Mr Edgar D Ancona#, Mr John C C Chan*, Mr Patrick K W Chan, Dr Y T Cheng*, Dr Marvin K T Cheung*, Mr Alexander A Flockhart#, Mr Jenkin Hui*, Mr Peter T C Lee*, Dr Eric K C Li*, Dr Vincent H S Lo#, Mr Joseph C Y Poon, Dr David W K Sin*, Mr Richard Y S Tang* and Mr Peter T S Wong#. * Independent non-executive Directors # Non-executive Directors By Order of the Board C C Li Secretary Hong Kong, 2 March 2009 2 Note : Mrs Margaret Leung Ko May Yee, aged 56, is Group General Manager and Global Co-Head Commercial Banking for the HSBC Group, with responsibility for the Group’s relationship with all middle market corporates and small and medium enterprises in Asia-Pacific and the Middle East. Additionally, Mrs Leung is a director of HSBC Global Asset Management (Hong Kong) Ltd, Wells Fargo HSBC Trade Bank NA and Swire Pacific Ltd. Save as disclosed above, Mrs Leung has not held any directorships in any other publicly listed companies, whether in Hong Kong or overseas, during the last three years. Mrs Leung joined HSBC in Hong Kong in 1978. She moved to Australia to help set up Hongkong Bank of Australia Ltd (now HSBC Bank Australia) in 1985 and returned to Hong Kong in 1988. She held a variety of managerial positions in different areas of HSBC, including credit and risk management, retail banking, international corporate accounts, corporate and investment banking, and commercial banking. She was appointed a Group General Manager in 2005. Mrs Leung is a member of HSBC’s Group Corporate Sustainability team and is the overall Corporate Sustainability Champion for Commercial Banking. She is also involved with a number of Government and Industry Committees and non-profit organisations in Hong Kong and mainland China, including being a member of the Chinese People’s Political Consultative Conference in Guangzhou and in Henan; member of the 2008-2009 Campaign Committee of the Community Chest of Hong Kong; General Committee member of the Federation of Hong Kong Industries; Honorary Associate of School of Business and Court Member of Hong Kong Baptist University; member of the Hong Kong Export Credit Insurance Corporation Advisory Board, Hong Kong Exporters’ Association, and Real Estate/Infrastructure Committee of the Hong Kong General Chamber of Commerce; member of the Railway Objections Hearing Panel, Sub-Committee on the Promotion of Corporate Volunteering of the Social Welfare Department, Standing Committee on Disciplined Services Salaries and Conditions of Service, and Task Force on Economic Challenges, of the Hong Kong Special Administrative Region. Mrs Leung was educated at the University of Hong Kong and graduated with a bachelor’s degree in Economics, Accounting and Business Administration in 1975. Hang Seng Bank Limited Incorporated in Hong Kong with limited liability Registered Office and Head Office: 83 Des Voeux Road Central, Hong Kong 3.