REG - HSBC Holdings PLC - Total Voting Rights

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.

This announcement is for information purposes only and does not constitute, or form part of, any invitation or offer to acquire, purchase or subscribe for any securities of HSBC Holdings, HSBC Asia Pacific or Hang Seng Bank, nor is it an invitation or offer to or a solicitation of any offer to acquire, purchase or subscribe for securities of HSBC Holdings, HSBC Asia Pacific or Hang Seng Bank, or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities of HSBC Holdings, HSBC Asia Pacific or Hang Seng Bank in any jurisdiction in contravention of applicable law. This announcement is not for release, publication or distribution, in whole or in part, in or into or from any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

JOINT ANNOUNCEMENT

(1) PROPOSAL FOR THE PRIVATISATION OF HANG SENG BANK LIMITED

BY THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

BY WAY OF A SCHEME OF ARRANGEMENT

UNDER SECTION 673 OF THE COMPANIES ORDINANCE

(2) EFFECTIVE DATE OF THE SCHEME

(3) DATE OF WITHDRAWAL OF LISTING OF HANG SENG BANK SHARES

AND

(4) PAYMENT OF SCHEME CONSIDERATION

INTRODUCTION

Reference is made to (i) the composite scheme document dated 15 December 2025 jointly issued by HSBC Holdings plc ("HSBC Holdings"), The Hongkong and Shanghai Banking Corporation Limited ("HSBC Asia Pacific") and Hang Seng Bank Limited ("Hang Seng Bank") in relation to the Proposal and the Scheme (the "Scheme Document"); (ii) the joint announcement dated 8 January 2026 jointly issued by HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank regarding, among others, the results of the Hang Seng Bank Court Meeting and the Hang Seng Bank General Meeting (the "Poll Results Announcement"); and (iii) the joint announcement dated 23 January 2026 jointly issued by HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank regarding, among others, the sanction of the Scheme by the High Court (the "Sanction Announcement").

Unless otherwise defined herein, terms defined in the Scheme Document and Sanction Announcement shall have the same meanings when used in this joint announcement.

EFFECTIVE DATE OF THE SCHEME

As disclosed in the Sanction Announcement, the Scheme was sanctioned without modification by the High Court at the court hearing held on Friday, 23 January 2026. The Capital Reduction was also confirmed by the High Court on the same day at the same hearing. An office copy of the Order, together with the Minute and the Return were registered by the Registrar of Companies in Hong Kong on Monday, 26 January 2026.

All the Conditions of the Scheme set out in the section headed "5. Conditions of the Proposal" in the Explanatory Statement set out on pages 96 to 100 of the Scheme Document have been satisfied and the Scheme became binding and effective on Monday, 26 January 2026 (being the Scheme Effective Date).

WITHDRAWAL OF LISTING OF HANG SENG BANK SHARES

Pursuant to the approval of the Hong Kong Stock Exchange, the listing of Hang Seng Bank Shares on the Hong Kong Stock Exchange will be withdrawn at 4:00 p.m. on Tuesday, 27 January 2026.

PAYMENT OF SCHEME CONSIDERATION

The Scheme Consideration per Scheme Share will be paid to the Scheme Shareholders whose names appeared on the register of members of Hang Seng Bank on the Scheme Record Date as soon as possible but in any event no later than the seventh (7th) business day (as defined in the Takeovers Code) from the Scheme Effective Date. Payment of the Scheme Consideration will be made by or on behalf of HSBC Asia Pacific (including by HSBC Holdings on behalf of HSBC Asia Pacific) to the Scheme Shareholders (other than HKSCC Nominees) by way of cheque and to HKSCC Nominees by electronic bank transfer. The cheques for the payment of the Scheme Consideration to the Scheme Shareholder (other than HKSCC Nominees) are expected to be despatched, and payment of the Scheme Consideration to HKSCC Nominees by electronic bank transfer is expected to be made, on or before Wednesday, 4 February 2026.

All such cheques for payment of the Scheme Consideration will be despatched by ordinary post in postage pre-paid envelopes addressed to the Scheme Shareholders (other than HKSCC Nominees) at their respective addresses as appearing in the register of members of Hang Seng Bank as at the Scheme Record Date or, in the case of joint holders, at the address appearing in the register of members of Hang Seng Bank as at the Scheme Record Date of the joint holder whose name then stands first in the register of members of Hang Seng Bank in respect of the relevant joint holding. All such cheques shall be posted at the risk of the addressees and none of HSBC Holdings, HSBC Asia Pacific, Hang Seng Bank, BofA Securities, Goldman Sachs, HSBC Asia Pacific FA, Morgan Stanley, the Depositary (or any of its designees), the Hang Seng Bank IFA and the Share Registrar and their respective directors, employees, officers, agents, advisers, associates and affiliates and any other persons involved in the Proposal shall be responsible for any loss or delay in the despatch of the same.

The board of directors of HSBC Holdings plc as at the date of this announcement comprises: Brendan Robert Nelson*, Georges Bahjat Elhedery, Geraldine Joyce Buckingham†, Wei Sun Christianson†, Rachel Duan†, Dame Carolyn Julie Fairbairn†, James Anthony Forese†, Ann Frances Godbehere†, Steven Craig Guggenheimer†, Manveen (Pam) Kaur, Dr José Antonio Meade Kuribreña†, Kalpana Jaisingh Morparia†, Eileen K Murray† and Swee Lian Teo†.

* Independent non-executive Chair

† Independent non-executive Director

The board of directors of HSBC Asia Pacific as at the date of this announcement comprises: Dr. Peter Wong Tung Shun#, David Gordon Eldon*, David Liao Yi Chien, Surendranath Ravi Rosha, Paul Jeremy Brough*, Judy Chau Lai Kun*, Edward Cheng Wai Sun*, Sonia Cheng Chi Man*, Choi Yiu Kwan*, Andrea Lisa Della Mattea*, Manveen (Pam) Kaur#, Rajnish Kumar*, Beau Kuok Khoon Chen*, Fred Lam Tin Fuk* and Annabelle Long Yu*.

# Non-executive Directors

* Independent Non-executive Directors

The Hang Seng Bank Board as at the date of this announcement comprises: Edward Cheng Wai Sun* (Chairman), Luanne Lim Hui Hung (Chief Executive), Cordelia Chung*, Kathleen Gan Chieh Huey#, Clement Kwok King Man*, Patricia Lam Sze Wan*, David Liao Yi Chien#, Lin Huey Ru*, Saw Say Pin (Chief Financial Officer), Wang Xiao Bin* and Catherine Zhou Rong#.

# Non-executive Directors

* Independent Non-executive Directors

Hong Kong, 26 January 2026

HSBC Holdings plc

Registered Office and Group Head Office: 8 Canada Square, London E14 5HQ,

United Kingdom

Web: www.hsbc.com

Incorporated in England and Wales with

limited liability. Registration number 617987

The Hongkong and Shanghai Banking Corporation Limited

香港上海滙豐銀行有限公司

Registered Office and Group Head Office: 1 Queen's Road Central, Hong Kong

Incorporated in Hong Kong with limited liability

Hang Seng Bank Limited

恒生銀行有限公司

Registered Office and Head Office:

83 Des Voeux Road Central, Hong Kong Incorporated in Hong Kong with limited liability

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Hong Kong's stock market is likely to maintain strong momentum in 2026, according to HSBC analysts in a research note. The market "enjoyed its best rally" since 2017 and this is likely to continue in 2026 as earnings improve, the analysts say. "With strong anchors now firmly in place, we feel more confident," they say. One emerging aspect is the property market that is turning around, with home prices having grown by 5% in 2025, HSBC analysts note, adding that consumer spending has also recovered in the past three months. "A gradually stabilising residential market that restores consumer confidence and drives up consumer spending--and it's a recipe that's supportive for earnings growth," HSBC says. (tracy.qu@wsj.com)

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.

This announcement is for information purposes only and does not constitute, or form part of, any invitation or offer to acquire, purchase or subscribe for any securities of HSBC Holdings, HSBC Asia Pacific or Hang Seng Bank, nor is it an invitation or offer to or a solicitation of any offer to acquire, purchase or subscribe for securities of HSBC Holdings, HSBC Asia Pacific or Hang Seng Bank, or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities of HSBC Holdings, HSBC Asia Pacific or Hang Seng Bank in any jurisdiction in contravention of applicable law. This announcement is not for release, publication or distribution, in whole or in part, in or into or from any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

JOINT ANNOUNCEMENT

(1)  PROPOSAL FOR THE PRIVATISATION OF HANG SENG BANK LIMITED BY THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

BY WAY OF A SCHEME OF ARRANGEMENT

UNDER SECTION 673 OF THE COMPANIES ORDINANCE

(2)  SANCTION OF THE SCHEME BY THE HIGH COURT

(3)  EXPECTED EFFECTIVE DATE OF THE SCHEME

AND

(4)  EXPECTED DATE OF WITHDRAWAL OF LISTING OF HANG SENG BANK

SHARES

SANCTION OF THE SCHEME

The Scheme was sanctioned without modification by the High Court at the court hearing held on Friday, 23 January 2026. The Capital Reduction (as defined below) was also confirmed by the High Court on the same day at the same hearing.

EXPECTED EFFECTIVE DATE OF THE SCHEME

The Scheme is expected to become binding and effective on Monday, 26 January 2026. A further announcement will be made when the Scheme has become binding and effective.

EXPECTED DATE OF WITHDRAWAL OF LISTING OF HANG SENG BANK SHARES

Hang Seng Bank has applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock Exchange has approved, the withdrawal of listing of Hang Seng Bank Shares from the Hong Kong Stock Exchange with effect from 4:00 p.m. on Tuesday, 27 January 2026, subject to the Scheme becoming binding and effective.

INTRODUCTION

Reference is made to (i) the composite scheme document dated 15 December 2025 jointly issued by HSBC Holdings plc ("HSBC Holdings"), The Hongkong and Shanghai Banking Corporation Limited ("HSBC Asia Pacific") and Hang Seng Bank Limited ("Hang Seng Bank") in relation to the Proposal and the Scheme (the "Scheme Document"); and (ii) the joint announcement dated 8 January 2026 jointly issued by HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank regarding, among others, the results of the Hang Seng Bank Court Meeting and the Hang Seng Bank General Meeting (the "Poll Results Announcement").

Unless otherwise defined herein, terms defined in the Scheme Document shall have the same meanings when used in this joint announcement.

SANCTION    OF    THE    SCHEME    AND    CONFIRMATION     OF    THE    CAPITAL REDUCTION

The Scheme was sanctioned without modification by the High Court at the court hearing held on Friday, 23 January 2026. The reduction of the issued share capital of Hang Seng Bank involved in the Scheme (the "Capital Reduction") was also confirmed by the High Court on the same day at the same hearing.

The High Court made an order on Friday, 23 January 2026 (the "Order"), among others, sanctioning the Scheme under section 673 of the Companies Ordinance and confirming the Capital Reduction under section 229 of the Companies Ordinance. It is expected that an office copy of the Order, together with the minute (the "Minute") approved by the High Court and the return (the "Return") (each containing particulars required under section 230 of the Companies Ordinance) will be delivered to the Registrar of Companies in Hong Kong for registration on Monday, 26 January 2026.

EXPECTED EFFECTIVE DATE OF THE SCHEME

As at the date of this joint announcement, (i) Conditions (a) and (b) have been satisfied; and (ii) Conditions (e) to (i) have been satisfied (but subject to their ongoing satisfaction or (if applicable) waiver). Subject to the satisfaction of Conditions (c) and (d) relating to the registration of the Order, the Minute and the Return by the Registrar of Companies in Hong Kong and the ongoing satisfaction or (if applicable) waiver of Conditions (e) to (i), the Scheme is expected to become binding and effective on Monday, 26 January 2026. As at the date of this joint announcement, none of HSBC Asia Pacific, HSBC Holdings and Hang Seng Bank is aware of any facts or circumstances which would lead to such Conditions not being fulfilled.

A further announcement will be made when the Scheme has become binding and effective.

EXPECTED  DATE  OF WITHDRAWAL OF LISTING  OF HANG  SENG  BANK SHARES

Hang Seng Bank has applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock Exchange has approved, the withdrawal of listing of Hang Seng Bank Shares from the Hong Kong Stock Exchange with effect from 4:00 p.m. on Tuesday, 27 January 2026, subject to the Scheme becoming binding and effective.

GENERAL

For further information in respect of the expected timetable of the Proposal and the Scheme, please refer to the remaining expected events and the corresponding expected dates and times in the section headed "Expected Timetable" in the Poll Results Announcement.

WARNING: Shareholders of and/or potential investors in HSBC Holdings and Hang Seng Bank should be aware that the Proposal will only be implemented if all the Conditions are satisfied or (if applicable) waived on or before the Conditions Long Stop Date. Shareholders of and/or potential investors in HSBC Holdings and Hang Seng Bank should therefore exercise caution when dealing in the securities of HSBC Holdings and Hang Seng Bank respectively. Persons who are in doubt as to the action they should take should consult their licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

The board of directors of HSBC Holdings plc as at the date of this announcement comprises: Brendan Robert Nelson*, Georges Bahjat Elhedery, Geraldine Joyce Buckingham†, Wei Sun Christianson†, Rachel Duan†, Dame Carolyn Julie Fairbairn†, James Anthony Forese†, Ann Frances Godbehere†, Steven Craig Guggenheimer†, Manveen (Pam) Kaur, Dr José Antonio Meade Kuribreña†, Kalpana Jaisingh Morparia†, Eileen K Murray† and Swee Lian Teo†.

* Independent non-executive Chair

† Independent non-executive Director

The board of directors of HSBC Asia Pacific as at the date of this announcement comprises: Dr. Peter Wong Tung Shun#, David Gordon Eldon*, David Liao Yi Chien, Surendranath Ravi Rosha, Paul Jeremy Brough*, Judy Chau Lai Kun*, Edward Cheng Wai Sun*, Sonia Cheng Chi Man*, Choi Yiu Kwan*, Andrea Lisa Della Mattea*, Manveen (Pam) Kaur#, Rajnish Kumar*, Beau Kuok Khoon Chen*, Fred Lam Tin Fuk* and Annabelle Long Yu*.

# Non-executive Directors

* Independent Non-executive Directors

The Hang Seng Bank Board as at the date of this announcement comprises: Edward Cheng Wai Sun* (Chairman), Luanne Lim Hui Hung (Chief Executive), Cordelia Chung*, Kathleen Gan Chieh Huey#, Clement Kwok King Man*, Patricia Lam Sze Wan*, David Liao Yi Chien#, Lin Huey Ru*, Saw Say Pin (Chief Financial Officer), Wang Xiao Bin* and Catherine Zhou Rong#.

# Non-executive Directors

* Independent Non-executive Directors

Hong Kong, 23 January 2026

HSBC Holdings plc

Registered Office and Group Head Office: 8 Canada Square, London E14 5HQ,

United Kingdom

Web: www.hsbc.com

Incorporated in England and Wales with

limited liability. Registration number 617987

Hang Seng Bank Limited

恒生銀行有限公司

Registered Office and Head Office:

83 Des Voeux Road Central, Hong Kong Incorporated in Hong Kong with limited liability

The Hongkong and Shanghai Banking Corporation Limited

香港上海滙豐銀行有限公司

Registered Office and Group Head Office: 1 Queen's Road Central, Hong Kong

Incorporated in Hong Kong with limited liability

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India has remained out of favour with global investors as money continues to move towards Taiwan and South Korea, where companies are benefiting from strong demand linked to artificial intelligence (AI), according to Herald Van Der Linde, Head of Asia Equity Strategy at HSBC.

Van Der Linde said India saw some interest from foreign investors late last year, but that shifted again as the AI supply chain in East Asia gained momentum. “The attention left India for the moment,” he said, adding that the move has more to do with developments in other markets than with India itself.

He explained that companies in Taiwan and South Korea are seeing strong order flows as data centres are being built in the US, driving demand for servers, chips and cooling systems. This has led to continued earnings upgrades for firms such as TSMC, Hynix and Samsung.

HSBC had earlier upgraded India to “overweight”, expecting that the AI trade would become crowded and investors would rotate back. However, that shift has not yet happened. Van Der Linde said investors are reluctant to exit markets that are still delivering returns. “The other markets, for the moment, are too good to ignore,” he said.

On India, he said the outlook has improved slightly, with valuations moderating and early signs of earnings upgrades. Still, investors remain cautious due to currency movement and uncertainty over near-term earnings growth.

He outlined three main risks for India: the rupee, the strength and sustainability of earnings recovery, and long-term pressure on company margins as competition increases. He pointed to Indonesia as an example where infrastructure expansion led to more competition and slower profit growth over time.

Van Der Linde also said India’s Union Budget attracts significant attention because it signals the government’s policy direction. “The budget is really big,” he said, though he added that markets may sometimes focus on it too much.

On foreign investor flows, he said Taiwan and South Korea continue to stand out because earnings growth there is much stronger, driven by AI-related investments. He noted that earnings growth in these markets is currently in the range of 30–50%, even if that pace may slow later.

China, he said, is a different case, with domestic investors driving stock purchases rather than foreign funds.

Van Der Linde also shared a positive view on gold, citing strong buying by central banks as they seek to reduce dependence on the US dollar. Limited supply and steady demand are supporting prices, he said.

For Indian equities, he said HSBC prefers domestic-focused sectors such as banks, auto companies, jewellery, retail and hospitals. For foreign investors worried about currency risk, he suggested holding IT stocks as a hedge.

Catch the latest Budget 2026 expectations updates here

Catch all the latest updates from the Q3 earnings here

China's stock market is expected to further diverge from the country's economic performance, HSBC's Herald van der Linde says. The equities market has been performing well, and Van der Linde notes that high-saving Chinese households are increasingly channeling cash into stocks, reflecting growing investment confidence. However, domestic consumption is likely to stay weak this year, dragging on the economy. Elsewhere in Asia, the head of APAC equity strategy expects to see stock market recoveries in Indonesia and India, driven by fiscal and monetary stimulus that should lift corporate earnings. HSBC remains bullish on Chinese, Indonesian and Indian equities, favoring Chinese hardware technology, power equipment, gaming and luxury goods sectors in particular. (jason.chau@wsj.com)

The review will only cover HSBC Life Singapore and will consider all options for the insurance manufacturing business, with no decision made, the bank said.

"Singapore is a priority market for the group and HSBC continues to accelerate growth in wealth and wholesale banking," it said in a statement. "HSBC will continue to offer market-leading insurance products to its customers in Singapore."

The bank said the review is part of its ongoing simplification globally.

"HSBC is focused on increasing leadership and market share in the areas where it has a clear competitive advantage and where it has the greatest opportunities to grow and support its clients," it said.

Further announcements will be made if or when there is additional information.