Standard Chartered PLC — AGM Information 2020

May 6, 2020

Company No: 966425

RESOLUTIONS

OF

STANDARD CHARTERED PLC

At the Annual General Meeting of the above-named Company held on 6 May 2020 the following resolutions were approved:

ORDINARY RESOLUTIONS (RESOLUTIONS 1-23, EXCLUDING RESOLUTION 2)

• 1. The Company's annual report for the financial year ended 31 December 2019 together with the reports of the directors and auditors be received.
• 1. (WITHDRAWN)
• 1. The annual report on remuneration contained in the Directors' Remuneration Report for the year ended 31 December 2019 as set out on pages 108 to 137 of the 2019 annual report be approved.
• 1. Phil Rivett be elected as an independent non-executive director.
• 1. David Tang be elected as an independent non-executive director.
• 1. David Conner be re-elected as an independent non-executive director.
• 1. Byron Grote be re-elected as an independent non-executive director.
• 1. Andy Ha!ford be re-elected as an executive director.
• 1. Christine Hodgson, CBE, be re-elected as an independent non-executive director.
• 10.Gay Huey Evans, OBE, be re-elected as an independent non-executive director.
• 11.Naguib Kheraj be re-elected as an independent non-executive director.
• 12.Ngozi Okonjo-lweala be re-elected as an independent non-executive director.
• 13.Carlson Tong be re-elected as an independent non-executive director.
• 14.Jose Vine's be re-elected as Group Chairman.
• 15.Jasmine Whitbread be re-elected as an independent non-executive director.
• 16.Bill Winters, CBE, be re-elected as an executive director.
• 17.Ernst & Young LLP (EY) be appointed as auditor to the Company from the end of the AGM until the end of next year's AGM.
• 18.The Audit Committee, acting for and on behalf of the Board, be authorised to set the remuneration of the auditor.
• 19.That 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 of 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 and provided that the authorised sum referred to in paragraphs (A), (B) and (C) may be comprised of one or more amounts in different currencies which, for the purposes of calculating that authorised sum, shall be converted into pounds sterling at the rate of exchange published in the London edition of the Financial Times on the day on which the relevant donation is made or the relevant expenditure is incurred or, if earlier, on the day on which the Company or its subsidiary enters into any contract or undertaking in relation to such donation or expenditure (or, if such day is not a business day, the first business day thereafter).

20. That the Board be authorised:

(A) to make an offer to the holders of ordinary shares (excluding any member holding shares as treasury shares) to elect to receive new ordinary shares in the capital of the Company, credited as fully paid, in lieu of all or any part of any interim or final dividend paid in respect of any financial period of the Company ending on or prior to 31 December 2022 upon such terms as the Board may determine; and

(B)in respect of any such dividend to capitalise such amount standing to the credit of the Company's reserves or funds as may be necessary,

and the making by the Board of any such offer and any such capitalisation by the Board in each case in respect of any prior financial period is confirmed.

1. That 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\$317,956,410.50 (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\$529,927,351.50 can be allotted under paragraphs (A) and (B) and no more than US\$1,059,854,703 can be allotted under paragraphs (A), (B) and (C));

(B) up to a nominal amount of US\$529,927,351.50 (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\$529,927,351.50 can be allotted under paragraphs (A) and (B) and no more than US\$1,059,854,703 can be allotted under paragraphs (A), (B) and (C)) in connection with 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\$1,059,854,703 (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\$1,059,854,703 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 subsidiaries or subsidiary undertakings adopted prior to the date of this meeting,

such authorities to apply until the end of next year's AGM (or, if earlier, until the close of business on 5 August 2021) 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.

• 22.That 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\$317,956,410.50 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 27, 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\$1,059,854,703.
• 23.That, in addition to any authority granted pursuant to resolution 21 (if passed), the Board be authorised 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\$317,956,410.50 (or 635,912,821 shares), representing approximately 20 per cent of the Company's nominal issued ordinary share capital as at 13 March 2020, 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 expire at the end of next year's AGM (or, if earlier, at the close of business on 5 August 2021) 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 24-30)

1. That 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 a scrip dividend scheme or similar arrangement implemented in accordance with the Articles of Association of the Company;

(B) 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 under the authorities granted under paragraphs (A) and (C) of resolution 21 (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

(C) 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 paragraphs (A) and (B)) of equity securities or sale of treasury shares up to a nominal amount of US\$79,489,102.50,

such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 5 August 2021) 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. That if resolution 21 is passed, the Board be given power in addition to any power granted under resolution 24 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority granted under paragraph (A) of resolution 21 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:

(A)limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of US\$79,489,102.50; and

(B)used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice or for the purposes of refinancing such a transaction within six months of its taking place,

such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 5 August 2021) 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.

• 26.That, in addition to the powers granted pursuant to resolutions 24 and 25 (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 5 August 2021) 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.
• 1. That the Company be authorised for the purposes of section 701 of the Companies Act 2006 to make market purchases (as defined in the Companies Act 2006) of its ordinary shares of US\$0.50 each provided that:

(A)the Company does not purchase more than 317,956,410 shares under this authority;

(B)the Company does not pay less for each share (before expenses) than the nominal value of the share; and

(C)the Company does not pay more for each share (before expenses) than the higher of (i) 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 and (ii) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out (including when the shares are traded on different trading venues),

such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 5 August 2021) 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. For the purposes of determining compliance with the conditions in paragraphs (B) and (C), the nominal value of the share or the relevant price (respectively) shall, if necessary, be converted into the currency in which the purchase is to be made, calculated by reference to the spot rate of exchange between the currency of the nominal value or of the price (as applicable) and the currency in which the purchase is to be made, as displayed on the appropriate page of the Bloomberg screen (or on the appropriate page of such other information service which publishes that rate from time to time) at or around 11.00am UK time on the business day before the day the Company agrees to buy such share.

1. That 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; and

(B)the Company does not pay more for each share (before expenses) than 25 per cent. above the following:

(i) in respect of the US\$ preference shares, the Bloomberg FIT Composite bid price shown on the relevant Bloomberg page ALLQ for the relevant preference share (or any replacement page which displays that price) at or around 11.00am UK time on the business day before the day on which the Company agrees to buy such share;

(ii)in respect of the GBP preference shares, the London Stock Exchange bid price shown on the relevant Bloomberg page ALLQ for the relevant preference share (or any replacement page which displays that price) at or around 11.00am UK time on the business day before the day on which the Company agrees to buy such share;

(iii) in respect of either US\$ or GBP preference shares, where the relevant bid price is not available under (i) or (ii), the highest independent bid price shown on the relevant Bloomberg page ALLQ for the relevant preference share (or any replacement page which displays that price) at or around 11.00am UK time on the business day before the day on which the Company agrees to buy such share,

such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 5 August 2021) 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. For the purposes of determining compliance with the conditions in paragraphs (A) and (B), the nominal value of the share or the relevant price (respectively) shall, if necessary, be converted into the currency in which the purchase is to be made, calculated by reference to the spot rate of exchange between the currency of the nominal value or of the relevant price (as applicable) and the currency in which the purchase is to be made, as displayed on the appropriate page of the Bloomberg screen (or on the appropriate page of such other information service which publishes that rate from time to time) at or around 11.00am UK time on the business day before the day the Company agrees to buy such share.

• 29.That with effect from the conclusion of the Annual General Meeting, the articles of association produced to the meeting, and initialled for the purpose of identification by the Group Chairman, be and are hereby adopted as the articles of association of the Company, in substitution for, and to the exclusion of, the existing articles of association.
• 30.That 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.

AlAatil

Chairman