Standard Chartered PLC — AGM Information 2016

May 4, 2016

Company No: 966425

RESOLUTIONS

OF

STANDARD CHARTERED PLC

At the Annual General Meeting of the above-named Company held on 4 May 2016 the following resolutions were proposed by the Chairman and it was RESOLVED THAT:

ORDINARY RESOLUTIONS (RESOLUTIONS 1-23)

• 1. The annual report and accounts for the financial year ended 31 December 2015 together with the reports of the directors and auditors be received.
• 1. The annual report on remuneration contained in the Directors' Remuneration Report for the year ended 31 December 2015 as set out on pages 99 to 104 and 115 to 135 of the annual report and accounts be approved.
• 1. The directors' remuneration policy contained in the Directors' Remuneration Report for the year ended 31 December 2015 as set out on pages 105 to 114 of the annual report and accounts be approved.
• 1. David Conner, be elected as a non-executive director.
• 1. Bill Winters, be elected as Group Chief Executive.
• 1. Om Bhatt, be re-elected as a non-executive director.
• 1. Dr Kurt Campbell, be re-elected as a non-executive director.
• 1. Dr Louis Cheung, to be re-elected as a non-executive director.
• 1. Dr Byron Grote, to be re-elected as a non-executive director.
• 1. Andy Halford, be re-elected as an executive director.
• 1. Dr Han Seung-soo KBE, be re-elected as a non-executive director.
• 1. Christine Hodgson, be re-elected as a non-executive director.
• 1. Gay Huey Evans, be re-elected as a non-executive director.
• 1. Naguib Kheraj, be re-elected as a non-executive director.
• 1. Simon Lowth, be re-elected as a non-executive director.
• 1. Sir John Peace, be re-elected as Chairman.
• 1. Jasmine Whitbread, be re-elected as a non-executive director.
• 1. KPMG LLP be re-appointed as auditor to the Company until the end of next year's annual general meeting.
• 1. The board be authorised to set the auditor's fees.
• 1. In accordance with sections 366 and 367 of the Companies Act 2006, the Company and all companies that are its subsidiaries during the period for which this resolution has effect are authorised to:
• (A) make donations to political parties and/or independent election candidates not exceeding £100,000 in total;
• (B) make donations to political organisations other than political parties not exceeding £100,000 in total; and
• (C) incur political expenditure not exceeding £100,000 in total,

(as such terms are defined in sections 363 to 365 of the Companies Act 2006) provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000 during the period beginning with the date of passing this resolution and expiring at the end of next year's AGM, unless such authority has been previously renewed, revoked or varied by the Company in a general meeting.

• 1. The Board be authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:
• (A) up to a nominal amount of US\$327,968,254 (such amount to be restricted to the extent that any allotments or grants are made under paragraphs (B) or (C) so that in total no more than US\$546,613,757 can be allotted under paragraphs (A) and (B) and no more than US\$1,093,227,514 can be allotted under paragraphs (A), (B) and (C);
• (B) up to a nominal amount of US\$546,613,757 (such amount to be restricted to the extent that any allotments or grants are made under paragraphs (A) or (C) so that in total no more than US\$546,613,757 can be allotted under paragraphs (A) and (B) and no more than US\$1,093,227,514 can be allotted under paragraphs (A),(B) and (C)) in connection with::
  • (i) an offer or invitation:
  • (a) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • (b) to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

• (ii) a scrip dividend scheme or similar arrangement implemented in accordance with the articles of association of the Company;
• (C) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a nominal amount of US\$1,093,227,514 (such amount to be restricted to the extent that any allotments or grants are made under paragraphs (A) or (B) so that in total no more than US\$1,093,227,514 can be allotted under paragraphs (A), (B) and (C)) in connection with an offer by way of a rights issue:
• (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• (ii) to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(D) pursuant to the terms of any existing share scheme of the Company or any of its subsidiary undertakings adopted prior to the date of this meeting; and

such authorities to apply until the end of next year's AGM (or, if earlier, until the close of business on 3 August 2017) but, in each such case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

• 1. The authority granted to the Board to allot shares or grant rights to subscribe for or convert securities into shares up to a nominal amount of US\$327,968,254 pursuant to paragraph (A) of resolution 21 be extended by the addition of such number of ordinary shares of US\$0.50 each representing the nominal amount of the Company's share capital repurchased by the Company under the authority granted pursuant to resolution 26, to the extent that such extension would not result in the authority to allot shares or grant rights to subscribe for or convert securities into shares pursuant to resolution 21 exceeding US\$1,093,227,514.
• 1. In addition to any authority granted pursuant to resolution 21 (if passed), the Board be authorized to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of US\$327,968,254 (or 655,936,508 shares), representing approximately 20 per cent of the Company's nominal issued ordinary share capital as at 14 March 2016, in relation to any issue by the Company or any subsidiary or subsidiary undertaking of the Company (together, "the Group") of Equity Convertible Additional Tier 1 Securities ("ECAT1 Securities") that automatically convert into or are exchanged for ordinary shares in the Company in prescribed circumstances where the Board considers that such an issuance of ECAT1 Securities would be desirable in connection with, or

for the purposes of complying with or maintaining compliance with the regulatory capital requirements or targets applicable to the Group from time to time, such authority to apply until the end of next year's AGM (or, if earlier, at the close of business on 3 August 2017) but so that, in the period before the authority ends, the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

SPECIAL RESOLUTIONS (RESOLUTIONS 24-28):

1. If resolution 21 is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to such allotment or sale, such power to be limited:

(A) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (C) of resolution 21, by way of a rights issue only):

(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(ii) to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(B) in the case of the authority granted under paragraph (A) of resolution 21 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (A) above) of equity securities or sale of treasury shares up to a nominal amount of US\$81,992,063.50,

such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 3 August 2017) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

1. In addition to the power granted pursuant to resolution 24 (if passed), and if resolution 23 is passed, the Board be given the power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by resolution 23 as if section 561 of the Companies Act 2006 did not apply, such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 3 August 2017) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

2. 1. The Company be authorised to make market purchases (as defined in the Companies Act 2006) of its ordinary shares of US\$0.50 each provided that:
3. (A) the Company does not purchase more than 327,968,254 shares under this authority;
4. (B) the Company does not pay less for each share (before expenses) than US\$0.50 (or the equivalent in the currency in which the purchase is made, calculated by reference to a spot exchange rate for the purchase of US dollars with such other currency as displayed on the appropriate page of the Reuters screen at or around 11.00am London time on the business day before the day the Company agrees to buy the shares); and
5. (C) the Company does not pay more for each share (before expenses) than five per cent over the average of the middle market prices of the ordinary shares according to the Daily Official List of the London Stock Exchange for the five business days immediately before the date on which the Company agrees to buy the shares,

such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 3 August 2017) but during this period the Company may agree to purchase shares where the purchase may not be completed (fully or partly) until after the authority ends and the Company may make a purchase of ordinary shares in accordance with any such agreement as if the authority had not ended.

1. The Company be authorised to make market purchases (as defined in the Companies Act 2006) of up to 15,000 preference shares of US\$5.00 each and up to 195,285,000 preference shares of £1.00 each provided that:

(A) the Company does not pay less for each share (before expenses) than the nominal value of the share (or the equivalent in the currency in which the purchase is made, calculated by reference to the spot exchange rate for the purchase of the currency in which the relevant share is denominated with such other currency as displayed on the appropriate page of the Reuters screen at or around 11.00am London time on the business day before the day the Company agrees to buy the shares); and

(B) the Company does not pay more for each share (before expenses) than 25 per cent over the average of the middle market prices of such shares according to the Daily Official List of the London Stock Exchange for the 10 business days immediately before the date on which the Company agrees to buy the shares,

such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 3 August 2017) but during this period the Company may agree to purchase shares where the purchase may not be completed (fully or partly) until after the authority ends and the Company may make a purchase of shares in accordance with any such agreement as if the authority had not ended.

1. A general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

There being no further business the Chairman thanked the shareholders for attending and declared the meeting closed.