投票委托书

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Notes 1 Full name(s) and address(es) of the shareholder(s) completing this form to be inserted in BLOCK CAPITALS in the space provided. 2 A shareholder entitled to attend and vote is entitled to appoint one or more proxies to attend and (on a poll) vote instead of the shareholder. A proxy need not also be a shareholder of the Company. 3 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 of Proxy must be initialled by the person who signs it. 4 In the case of a corporation, this proxy form must be executed either under its common seal or under the hand of some officer or attorney duly authorised in that behalf. 5 In the case of joint registered holders of any shares, the vote of the senior 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. 6 To be effective, this form must be duly completed and should be lodged together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy (where executed abroad) or official copy of that power or authority, at the Legal and Company Secretarial Services Department, Hang Seng Bank Limited, Level 10, 83 Des Voeux Road Central, Hong Kong not later than 3:30 p.m. on 30 July 2007 or not less than 48 hours before the time appointed for holding any adjourned meeting (as the case may be). 7 The Chairman intends to demand a poll on the resolution for determination at the Meeting. On a poll, every shareholder present in person or by proxy shall have one vote for every share of which he/she is the holder.
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Date: “√”
2007
Signature:
(see notes 4, 5 and 6)
Please indicate with a “ √ ” in the appropriate space beside the resolution 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 business of the Meeting. Ordinary Resolution 1 To approve, confirm and ratify the Acquisition Agreement (as defined in the circular to the shareholders of the Company dated 13 July 2007) and the transaction contemplated thereunder; and to authorise each of the Directors of the Company to do all such further acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such further documents and take all steps which may be in their opinion necessary, desirable or expedient to implement and/or give effect to the terms of the Acquisition Agreement and the transaction contemplated thereunder. For Against
Hang Seng Bank Limited
stock code: 11
Form of Proxy
/ I/We (see note 1) of
2 3 1
being a shareholder of Hang Seng Bank Limited hereby appoint the Chairman of the Meeting or (see notes 2 and 3) of and failing him/her of / as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at the Penthouse, Level 24, Hang Seng Bank Headquarters, 83 Des Voeux Road Central, Hong Kong on Wednesday, 1 August 2007 at 3:30 p.m. and at any adjournment thereof. / I/We wish this proxy to be used in connection with the undermentioned resolution in the manner set out below.