**Summary**
HSBC Holdings PLC announced on November 27, 2025, that relevant consents have been granted by the Executive under the Hong Kong Takeovers Code in connection with the proposed privatization of Hang Seng Bank Limited by The Hongkong and Shanghai Banking Corporation Limited (HSBC Asia Pacific). These consents allow HSBC and its subsidiaries (excluding Hang Seng Bank) to conduct certain ordinary course activities involving Hang Seng Bank securities during the offer period without violating Takeovers Code restrictions. Key activities include
1. **Structured Products-Related Activities**: HSBC can engage in creating, unwinding, and rolling over structured products referencing Hang Seng Bank shares, along with related hedging arrangements, under specific conditions (e.g., shares represent less than 1% of total issued shares and less than 20% of the products value).
2. **Agency Lending Programme**HSBC can fulfill indemnities under its securities lending program, including acquiring and redelivering Hang Seng Bank securities, without impacting the minimum consideration level for the privatization proposal.
3. **Market Making Activities**HSBC can act as a market maker or participating dealer for ETFs containing Hang Seng Bank shares, conducting creation, redemption, and inventory management activities.
4. **Passive Index-Tracking Funds**HSBC can manage passive index-tracking funds holding Hang Seng Bank shares and conduct related dealings.
5. **Trustee and Fiduciary Services**HSBC can sell Hang Seng Bank shares as part of estate administration, provided the deceased or beneficiaries are not affiliated with HSBC Asia Pacific or its concert parties.
The Executive confirmed that these activities will not affect the minimum consideration level for the privatization proposal. HSBC will inform the Executive of any material changes and may seek additional consents for other ordinary course dealings. The announcement was made in compliance with regulatory requirements and is part of the ongoing privatization process.