THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (the "FSMA") if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

This document, which comprises a prospectus relating to the Rights Issue prepared in accordance with the Prospectus Rules, has been approved by the Financial Services Authority (the "FSA") in accordance with section 85 of FSMA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. The Company intends to request that the FSA provides a certificate of approval and a copy of this document to the relevant competent authorities in the Republic of Ireland and France. This document can also be obtained on request from the Company's Receiving Agent, Computershare Investor Services PLC, or from Computershare Hong Kong Investor Services Limited.

Subject to the restrictions set out below, if you sell or have sold or otherwise transferred all of your Existing Ordinary Shares (other than ex-rights) held in certificated form before 22 October 2010 in the case of Existing Ordinary Shares held on the UK register of members (the "UK ex-rights date") or before 18 October 2010 in the case of Existing Ordinary Shares held on the Hong Kong register of members (the "HK ex-rights date"), please send this document, together with any Provisional Allotment Letter, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward delivery to the purchaser or transferee. This document and/or the Provisional Allotment Letter should not, however, be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including, but not limited to (subject to certain exceptions), the United States and the Excluded Territories. Please refer to paragraph 9 of Part IX of this document if you propose to send this document and/or the Provisional Allotment Letter outside the United Kingdom, Republic of Ireland, France or Hong Kong. If you sell or have sold or otherwise transferred all or some of your Existing Ordinary Shares (other than ex-rights) held in uncertificated form on the UK register before the UK ex-rights date, a claim transaction will automatically be generated by Euroclear which, on settlement, will transfer the appropriate number of Nil Paid Rights to the purchaser or transferee. If you sell or have sold or transferred only part of your holding of Existing Ordinary Shares (other than ex-rights) held in certificated form before the UK ex-rights date or HK ex-rights date (as appropriate), you should immediately consult the stockbroker, bank or other agent through whom the sale or transfer was effected and refer to the instructions regarding split applications set out in the Provisional Allotment Letter.

The distribution of this document and/or the Provisional Allotment Letter and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares into jurisdictions other than the United Kingdom, Republic of Ireland, France or Hong Kong may be restricted by law and therefore persons into whose possession this document and/or any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdictions. In particular, subject to certain exceptions, this document and the Provisional Allotment Letter should not be distributed, forwarded to or transmitted in or into the United States or any of the Excluded Territories.

The Existing Ordinary Shares have been admitted to the premium segment of the Official List, to trading on the London Stock Exchange's main market for listed securities and to listing on the Main Board of the Hong Kong Stock Exchange. Application has been made to the UK Listing Authority for the New Ordinary Shares (nil and fully paid) to be admitted to the premium segment of the Official List, to the London Stock Exchange for the New Ordinary Shares (nil and fully paid) to be admitted to trading on the London Stock Exchange's main market for listed securities and to the Hong Kong Stock Exchange for listing of, and permission to deal in, the New Ordinary Shares (nil and fully paid) on the Main Board of the Hong Kong Stock Exchange. It is expected that UK Admission will become effective and that dealings in the New Ordinary Shares will commence on the London Stock Exchange, nil paid, on 22 October 2010 and that HK Admission will become effective and that dealings in the New Ordinary Shares will commence on the Hong Kong Stock Exchange, nil paid, on 25 October 2010.

Standard Chartered PLC

(Incorporated as a public limited company in England and Wales with registered number 966425)

(HK Stock Code 2888)

1 for 8 Rights Issue of 260,525,763 New Ordinary Shares at 1,280 pence each

Joint Bookrunner

Cazenove International Bank Sponsor and Joint Bookrunner Joint Bookrunner Joint Bookrunner

J.P. Morgan Goldman Sachs UBS Investment Standard Chartered

Crédit Agricole Corporate Barclays Capital BNP PARIBAS and Investment Bank Deutsche Bank Co-Lead Manager Co-Lead Manager Co-Lead Manager Co-Lead Manager

Your attention is drawn to the letter from the Chairman of the Company which is set out in Part VIII of this document.You should read the whole of this document, any accompanying document and any documents incorporated herein by reference. Shareholders and any other person contemplating a purchase of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares should review in particular the risk factors set out in Part II of this document for a discussion of certain risks and uncertainties and other factors that should be considered when deciding on what action to take in relation to the Rights Issue and deciding whether or not to purchase the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares.

The latest time and date for acceptance and payment in full for the New Ordinary Shares by holders of the Nil Paid Rights is 11.00 a.m. (UK time) and 4.00 p.m. (Hong Kong time) on 5 November 2010. The procedure for acceptance and payment is set out in Part IX of this document and, for Qualifying Non-CREST Shareholders and Qualifying Non-CCASS Shareholders only, in the accompanying Provisional Allotment Letter. Qualifying CREST Shareholders should refer to paragraph 5 and Qualifying CCASS Shareholders should refer to paragraph 6(c) of Part IX of this document.

The Banks and Standard Chartered Securities (Hong Kong) Limited are acting for Standard Chartered and for no one else in connection with the Rights Issue and will not be responsible to anyone other than Standard Chartered for providing the protections afforded to their respective clients nor for providing advice in connection with the Rights Issue or any other matter referred to in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks and Standard Chartered Securities (Hong Kong) Limited by the FSMA or the regulatory regime established thereunder, none of the Banks and Standard Chartered Securities (Hong Kong) Limited accepts any responsibility whatsoever or makes any representation or warranty, express or implied, for or in respect of the contents of this document, including its accuracy or completeness or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company, the New Ordinary Shares or the Rights Issue and nothing in this document is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. The Banks and Standard Chartered Securities (Hong Kong) Limited accordingly disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which any of them might otherwise have in respect of this document.

The Rights Issue has been fully underwritten by the Banks in accordance with the terms and subject to the conditions of the Underwriting Agreement.The Banks' obligations under the Underwriting Agreement are conditional upon certain matters being satisfied or not breached prior to UK Admission. If these conditions are not satisfied or (where permitted) waived by J.P. Morgan Cazenove, Goldman Sachs International and UBS Investment Bank, the Underwriting Agreement will terminate. After UK Admission, the Banks have no right to terminate the Underwriting Agreement.

The Banks may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or related instruments for their own account subject to certain restrictions contained in the Underwriting Agreement. Except as required by applicable law or regulation, the Banks do not propose to make any public disclosure in relation to such transactions.

This document includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. Hong Kong Exchanges and Clearing Limited, the Hong Kong Stock Exchange, the Securities and Futures Commission and HKSCC take no responsibility for the contents of this document, 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 document.

EXCEPT AS OTHERWISE SET OUT HEREIN, THE RIGHTS ISSUE DESCRIBED IN THIS DOCUMENT IS NOT BEING MADE TO SHAREHOLDERS OR INVESTORS IN THE UNITED STATES OR ANY OF THE EXCLUDED TERRITORIES. Subject to certain exceptions, neither this document nor the Provisional Allotment Letter constitutes, or will constitute, or forms part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares to any Shareholder with a registered address in, or who is resident or located in, the United States or any of the Excluded Territories. None of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares has been or will be registered under the relevant laws of any state, province or territory of the United States or any of the Excluded Territories. This document does not constitute an offer to sell or a solicitation of an offer to buy New Ordinary Shares or to take up entitlements to Nil Paid Rights or Fully Paid Rights in any jurisdiction in which such offer or solicitation is unlawful. Subject to certain exceptions, neither this document nor the Provisional Allotment Letter will be distributed in or into the United States or any of the Excluded Territories.

This document does not constitute an offer or invitation for any investment or subscription for Indian Depository Receipts ("IDRs") in India. Any person who is in possession of this document is hereby notified that no action has been or will be taken that would allow an offering of IDRs in India and neither this document nor any offering material relating to IDRs has been submitted to the Registrar of Companies in India or the Securities and Exchange Board of India for prior review or approval. Further, no document in connection with the Rights Issue has been filed with the Registrar of Companies in India.

This document has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares may not be circulated or distributed, nor may Nil Paid Rights, Fully Paid Rights or New Ordinary Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an existing holder of Ordinary Shares pursuant to Section 273(1)(cd) of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA") or (ii) otherwise pursuant to, and in accordance with, the conditions of an exemption under a provision of Subdivision (4) of Division 1 of Part XII of the SFA.

Standard Chartered acknowledges that the Rights Issue and the circulation or distribution of this document in the People's Republic of China ("PRC") have not been and will not be approved by the relevant securities regulatory authority of the PRC in accordance with the Security Law of the PRC and that the Rights Issue will be offered through the London market and the Hong Kong market and not through the mainland PRC market. Standard Chartered represents and agrees that it has not offered or sold, and will not offer or sell, to investors in the PRC any New Ordinary Shares other than to PRC Qualifying Shareholders. Standard Chartered shall not be responsible or liable for any approvals, registration or filing procedures required for PRC investors in connection with their exercise of rights under the Rights Issue under PRC law.

Shareholders with registered addresses in Canada, India or South Africa are referred to paragraph 9 of Part IX of this document.

None of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares has been or will be registered under the Securities Act or under the applicable securities laws of any state, province or territory of the United States. Accordingly, unless a relevant exemption from such requirements is available, neither the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares may, subject to certain exceptions, be offered, sold, taken up, renounced or delivered, directly or indirectly, within the United States. There will be no public offer of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the United States. Shareholders who believe that they, or persons on whose behalf they hold Ordinary Shares, are eligible for an exemption from such requirements should refer to Part IX of this document to determine whether and how they may participate. Overseas Shareholders and any person who has a registered address in, or is otherwise resident or located in, any country outside the United Kingdom, Republic of Ireland, France or Hong Kong and any person (including, without limitation, nominees, custodians and trustees) who has a contractual or other legal obligation to forward this document or a Provisional Allotment Letter to a jurisdiction outside the United Kingdom, Republic of Ireland, France or Hong Kong should read paragraph 9 of Part IX of this document.

None of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters has been approved or disapproved by the SEC, any state securities commission in the United States or any regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares, or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

The Banks may arrange for the offer in the United States of New Ordinary Shares not taken up in the Rights Issue only (i) in accordance with Regulation S under the Securities Act or (ii) to persons reasonably believed to be QIBs in reliance on an exemption from the registration requirements of the Securities Act. Any such persons are notified that such offers are being made in reliance on an exemption from the registration requirements of the Securities Act.

In addition, until 40 days after the commencement of the Rights Issue, an offer, sale or transfer of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters within the United States by a dealer (whether or not participating in the Rights Issue) may violate the registration requirements of the Securities Act.

Certain information in relation to the Company is incorporated by reference into this document; see Part XIX.

Capitalised terms have the meanings ascribed to them in Part XX of this document.

Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information herein for any purposes other than in considering an investment in Nil Paid Rights, Fully Paid Rights or New Ordinary Shares is prohibited. By accepting delivery of, or accessing, this document, each offeree of the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares agrees to the foregoing.

The contents of this document are not to be construed as legal, business, financial or tax advice. Each prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

A copy of each of this document and the Provisional Allotment Letter, having attached thereto the documents specified in the paragraph headed "Documents registered with the Registrar of Companies" in Part XXI of this document, has been registered with the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Ordinance. The Registrar of Companies in Hong Kong and the Securities and Futures Commission of Hong Kong take no responsibility for the contents of any of these documents.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE UNIFORM SECURITIES ACT WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

AVAILABLE INFORMATION

The Company has agreed that, for so long as any Ordinary Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during any period in which it is neither subject to Section 13 or 15(d) of the Securities Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted securities or to any prospective purchaser of such restricted securities designated by such holder or beneficial owner upon the request of such holder, beneficial owner or prospective purchaser, the information required to be provided by Rule 144A(d)(4) under the Securities Act.

Dated 15 October 2010

WHERE TO FIND HELP

If you have questions, please telephone the Shareholder Helpline on the numbers set out below. The UK helpline is available from 6.00 a.m. to 5.30 p.m. (UK time) on any Business Day and will remain open until 19 November 2010 and the Hong Kong helpline is available from 9.00 a.m. to 6.00 p.m. (Hong Kong time) Monday to Friday and will remain open until 19 November 2010.

Shareholder Helpline telephone numbers: 0870 702 0138 (from inside the UK) or +44 870 702 0138 (from outside the UK) or +852 2862 8699 (from inside Hong Kong)

Please note that, for legal reasons, the Shareholder Helpline will only be able to provide information contained in this document and information relating to Standard Chartered's register of members and will be unable to give advice on the merits of the Rights Issue or to provide financial, tax or investment advice.

Persons who hold Ordinary Shares through Computershare Company Nominees Limited (the Standard Chartered ShareCare Nominee Account)

Persons who hold Ordinary Shares via the Standard Chartered ShareCare Nominee Account will have received, via Computershare Company Nominees Limited, a Form of Election which they should complete and return in accordance with the instructions set out on that form if they wish to participate in the Rights Issue. If you have any questions, you should contact the Shareholder Helpline on the numbers set out above.

PART I	SUMMARY	5
PART II	RISK FACTORS	10
PART III	EXPECTED TIMETABLES OF PRINCIPAL EVENTS	22
PART IV	IMPORTANT NOTE	24
PART V	RIGHTS ISSUE STATISTICS	25
PART VI	GENERAL INFORMATION	26
PART VII	DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS	29
PART VIII	LETTER FROM THE CHAIRMAN	31
PART IX	TERMS OF THE RIGHTS ISSUE	36
PART X	INFORMATION ON STANDARD CHARTERED'S BUSINESS	64
PART XI	INFORMATION CONCERNING THE NEW ORDINARY SHARES	74
PART XII	DIRECTORS AND EMPLOYEES	78
PART XIII	KEY FINANCIAL INFORMATION ON STANDARD CHARTERED	89
PART XIV	UNAUDITED PRO FORMA FINANCIAL INFORMATION	96
PART XV	TAXATION	101
PART XVI	ADDITIONAL INFORMATION	111
PART XVII	OPERATING AND FINANCIAL REVIEW	128
PART XVIII	FINANCIAL INFORMATION RELATING TO THE GROUP	129
PART XIX	DOCUMENTS INCORPORATED BY REFERENCE	131
PART XX	DEFINITIONS AND INTERPRETATION	133
PART XXI	DOCUMENTS REGISTERED WITH THE REGISTRAR OF COMPANIES IN HONG KONG	141

PART I

SUMMARY

The following summary information should be read as an introduction to the more detailed information appearing elsewhere in this document. Any investment decision relating to the Rights Issue should be based on consideration of this document as a whole (including any documents accompanying this document and documents incorporated by reference) and not solely on this summarised information. Where a claim relating to the information contained in this document is brought before a court in a member state of the European Economic Area, the claimant may, under the national legislation of the member state where the claim is brought, be required to bear the costs of translating this document before legal proceedings are initiated. Civil liability attaches to those persons who are responsible for this summary, including any translation of this summary, but only if this summary is misleading, inaccurate or inconsistent when read together with other parts of this document.

1. Introduction

On 13 October 2010, the Company announced that it was raising £3,258 million (net of expenses) by way of a Rights Issue of 260,525,763 New Ordinary Shares at 1,280 pence per share on the basis of 1 New Ordinary Share for every 8 Existing Ordinary Shares.

2. Reasons for the Rights Issue and use of proceeds

Standard Chartered has produced seven successive years of record profits on the back of record income. Business continued to grow in 2010 as evidenced by very strong first half results and very strong third quarter trading performance. The Board believes the Group enjoys significant opportunities for further growth given the strength of its franchise across many of the world's fastest growing economies.

The Board believes that under the current regulatory regime the Group could sustain good growth whilst maintaining capital ratios broadly constant at their current strong levels through internal capital generation. However, the regulatory environment remains in flux and the Board believes that the Group's principal regulators will raise requirements relating to minimum capital ratio levels, through revised definitions of capital and incorporating further regulatory buffers, and in addition may accelerate the transition timetable announced by the Basel Committee on Banking Supervision (the "BCBS") on 12 September 2010. To accommodate such increases in effective capital ratios, the Group may have to constrain risk-weighted asset growth, sacrificing attractive growth opportunities, unless new capital is raised.

The purpose of this Rights Issue is therefore to enable the Group to continue to seize the opportunities presented in the markets in which it operates, whilst being prepared for higher capital requirements.

The announcement by the BCBS outlined new capital requirements for banks, increasing the minimum common equity ratio to 4.5 per cent and imposing a further capital conservation buffer of 2.5 per cent, bringing the minimum total common equity requirement to 7.0 per cent. In addition, banks will also be required (depending on macroeconomic conditions) to hold a further countercyclical capital buffer between 0 per cent and 2.5 per cent and the Board anticipates a further, as yet undefined, additional potential buffer will be imposed on systemically important institutions. The BCBS proposes phase-in arrangements, commencing as early as 1 January 2013, with full implementation from 1 January 2019.

Importantly, the BCBS has left significant discretion to individual regulators on the exact interpretation and implementation of Basel III and other proposed changes. At present, there remains significant uncertainty as to how the EU, the FSA, as the Group's lead regulator, and various other regulators in key markets will seek to interpret and apply these arrangements. There exist three main areas of uncertainty: the final definitions of, and appropriate adjustments to, regulatory capital and risk-weighted assets; the timetable for the phased implementation in the United Kingdom and other key jurisdictions; and the minimum levels of regulatory capital that will be required to cover the future countercyclical and systemically important institutions buffers. The Board believes it is prudent to assume the imposition of an accelerated timetable for the adoption of the new Basel III framework and that certain regulators are likely to take a conservative approach to the implementation of the new capital buffers, resulting in higher effective minimum capital requirements than have yet been announced.

Under the current regulatory framework, Basel II, Standard Chartered reported a Core Tier 1 Capital ratio of 9.0 per cent as at 30 June 2010. The Board estimates that the impact of the Rights Issue will be to increase the forecast Core Tier 1 Capital ratio by approximately 2 per cent. The Board also estimates that the impact of adjustments to risk-weighted assets and regulatory capital under both the proposed amendments to Basel II and introduction of Basel III will be to reduce the Group's future Core Tier 1 Capital ratio by up to 1 per cent.The Rights Issue will give the Group greater capacity to meet the Basel III countercyclical buffer and the enhanced capital requirements for systemically important institutions.

The Group's strategy is to be the world's best international bank, leading the way in Asia, Africa and the Middle East. This strategy has now delivered record profits for seven consecutive years, delivering an annualised compound growth rate of 19 per cent in income and 22 per cent in profits over this period. The Group has continued to make good progress this year with a strong trading performance demonstrated by the record interim profits for the first six months of 2010. The Group also issued its third quarter 2010 Interim Management Statement on 13 October 2010, which highlights very strong continued performance, based on further increases in business activity levels and footings growth, together with continued low credit costs.

The Group continues to see many exciting opportunities for growth across its businesses. Economic growth rates within the Group's core markets in Asia, Africa and the Middle East remain well above those seen in the United States and Western Europe. The Board therefore remains confident of the Group's long-term organic growth prospects.

The Board acknowledges that it is making a judgement about the outcome of ongoing regulatory debates, but believes it is in the interests of Shareholders to strengthen further the Group's balance sheet in anticipation of the new regulatory capital requirements. Without the Rights Issue it may be necessary to constrain significantly the rate of increase in risk-weighted assets, thus potentially restricting the Group's ability to pursue attractive growth opportunities. The Board believes the Rights Issue will provide a significant degree of comfort against the expected tightening of the capital definitions and potentially expedited implementation of the new requirements by the Group's regulators as well as other potential changes in a still fluid regulatory environment.

The Board believes that the Group's balance sheet strength, liquidity profile and conservative funding structure remain a powerful source of competitive differentiation, reassuring stakeholders and attracting customers. The Rights Issue will further strengthen the Group's balance sheet, reinforcing what the Board believes is its competitive edge and distinctiveness.

Recent years have seen enormous changes to the international banking system which have required Standard Chartered to strengthen its capital position with the support of its Shareholders. Under the Basel II regime, the Core Tier 1 Capital ratio strengthened from 6.1 per cent to 9.0 per cent over a twoyear period to 30 June 2010 through a mixture of internally generated capital and market supported capital raisings. This has enabled the Group to increase market share, deepen customer and client relationships and expand the business. Over the same period risk-weighted assets grew by 16 per cent in total from US\$201 billion to US\$234 billion. Despite regulatory and economic turbulence, Shareholders have seen total shareholder returns of 162 per cent in the period from the equity issue in December 2008 to 30 September 2010, a return substantially outperforming the Company's peer group and the wider equity markets. The Group's total shareholder returns for five and three years to 30 September 2010 are also excellent at 98 per cent and 44 per cent respectively.

The Board believes that raising capital now, on the basis of a pre-emptive rights issue, is in the best interests of Shareholders. It protects the Group's ability to pursue the attractive opportunities arising from its distinctive franchise and competitive strengths, whilst responding to the anticipated direction of regulatory changes.

3. Summary of terms of the Rights Issue

The New Ordinary Shares are being offered by way of rights to all Qualifying Shareholders on the following basis:

1 New Ordinary Share at 1,280 pence for every 8 Existing Ordinary Shares

held and registered in their name on the Record Date. Qualifying Shareholders with fewer than 8 Existing Ordinary Shares will not be entitled to any New Ordinary Shares. The New Ordinary Shares will rank for all dividends declared, made or paid after the date of allotment and issue of the New Ordinary Shares and otherwise pari passu with the Existing Ordinary Shares.

Fractions of New Ordinary Shares will not be provisionally allotted to any Qualifying Shareholders, but will be aggregated and, if possible, sold ultimately for the benefit of the Company.

The offer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares to persons resident or located in, or who are citizens of, or who have a registered address in countries other than the United Kingdom, Republic of Ireland, France or Hong Kong may be affected by the laws of the relevant jurisdiction. Those persons should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their rights.

The Issue Price of 1,280 pence per New Ordinary Share represents a 32.93 per cent discount to the Closing Price of an Ordinary Share of 1,908.50 pence on 12 October 2010 (being the latest practicable date prior to the announcement of the Rights Issue) and a 30.38 per cent discount to the theoretical exrights price based on that Closing Price. If a Qualifying Shareholder does not take up the offer of New Ordinary Shares, his/her proportionate shareholding will be diluted by 11.11 per cent. The Issue Price per New Ordinary Share for HK Shareholders is HK\$156.82 (calculated using an exchange rate of £1:HK\$12.2511 on 12 October 2010).

The Directors who are entitled to take up New Ordinary Shares under the Rights Issue (holding in aggregate 595,444 Existing Ordinary Shares) intend to take up, or procure that their nominees take up, their rights in full in respect of 74,422 New Ordinary Shares.

Temasek, the Company's largest Shareholder which owns approximately 18 per cent of the Existing Ordinary Share capital of the Company, is supportive of the Rights Issue and has informed the Company that it is intending to take up its rights.

The Rights Issue has been fully underwritten by the Banks in accordance with the terms and subject to the conditions of the Underwriting Agreement. The Company has arranged for the Rights Issue to be underwritten in full to provide certainty as to the amount of capital to be raised. The Banks' obligations under the Underwriting Agreement are conditional upon certain matters being satisfied or not breached prior to UK Admission. If these conditions are not satisfied or (where permitted) waived by J.P. Morgan Cazenove, Goldman Sachs International and UBS Investment Bank, the Underwriting Agreement will terminate, in which case the Rights Issue will be revoked and will not proceed and the provisional allotments will lapse. After UK Admission, the Banks have no right to terminate the Underwriting Agreement.

4. Selected financial information on Standard Chartered

The data for the three financial years ended 31 December 2007, 2008 and 2009 and the six months ended 30 June 2009 and 2010 set out below, has, unless otherwise stated, been extracted without material adjustment from the audited Consolidated Financial Statements included in the 2007 Annual Report and Accounts, the 2008 Annual Report and Accounts and the 2009 Annual Report and Accounts, as well as the unaudited condensed financial information in the 2010 Interim Report, which includes unaudited comparative financial information for the six months ended 30 June 2009. The data should be read in conjunction with the 2007 Annual Report and Accounts, the 2008 Annual Report and Accounts, the 2009 Annual Report and Accounts and the 2010 Interim Report.

	For the six months		For the year
		ended 30 June		ended 31 December
	2010	2009	2009	2008	2007
			(US\$ million)
Key income statement data
Operating income	7,924	7,960	15,184	13,968	11,067
Operating expenses	(4,344)	(4,027)	(7,952)	(7,611)	(6,215)
Operating profit before impairment
losses and taxation	3,580	3,933	7,232	6,357	4,852
Profit before taxation	3,116	2,838	5,151	4,568	4,035
Profit for the period	2,181	1,991	3,477	3,344	2,989
Key balance sheet data
Total assets	480,827	411,220	436,653	435,068	329,871
Average total assets	484,852	425,299	469,695	407,098	304,351
Total parent company shareholders' equity	29,458	23,327	27,340	22,140	20,851
Other key financial data
Basic earnings per Ordinary Share
(US cents)	103.4c	98.8c	167.9c	192.1c	176.0c
Diluted earnings per Ordinary Share
(US cents)	101.9c	98.0c	165.3c	191.1c	174.2c
Dividend per Ordinary Share (US cents)	23.35c	21.23c	66.03c	61.62c	59.65c
Dividend payout ratio (Note 1)	22.9%	22.6%	40.5%	37.2%	39.7%
Core Tier 1 Capital ratio*	9.0%	7.6%	8.9%	7.5%	6.6%
Total Tier 1 Capital (US\$ million)*	26,251	21,514	24,582	18,732	16,414
Return on assets (Note 2)	0.90%	0.94%	0.74%	0.82%	0.98%
Return on ordinary shareholders equity
– normalised basis (Note 3)	14.7%	17.0%	14.3%	15.2%	15.6%

*Based on Basel II requirements

Notes:

(1) Dividend payout ratio is calculated by dividing dividend paid on ordinary shares by profit attributable to parent company shareholders less preference dividend.
(2) Return on assets is calculated by dividing total profit for the period by average total assets employed during the period.
(3) Return on ordinary shareholders equity normalised basis is calculated by dividing profit on normalised basis for the period attributable to ordinary shareholders by ordinary shareholders equity. Results on a normalised basis reflect the Group's results, excluding amortisation and impairment of intangible assets, profits and losses of a capital nature, and profits and losses on repurchase of subordinated liabilities as detailed in Note 9 in the 2010 Interim Report.

5. Risk factors

Investors should carefully consider the following risks:

Risks relating to the Group and its business

Changes in the credit quality and the recoverability of loans and amounts due from counterparties may have a material adverse effect on the Group's financial condition, results of operations and prospects.
The value of certain financial instruments recorded at fair value is determined using financial models incorporating assumptions, judgments and estimates which may change over time.
The Group's business could be affected if its capital is not managed effectively.
Lack of liquidity is a risk to the Group's business.
The Group is subject to the risk of increased capital and liquidity requirements to meet the minimum required by regulators.
Failure to manage legal risk properly can impact the Group adversely.
Operational risks are inherent in the Group's business.
The Company operates primarily through its subsidiaries and there are risks related to this structure.
The business of the Group may be affected if it is unable to recruit, retain and develop appropriate senior management and skilled personnel.
The Group is expanding its operations and this growth may represent a risk if not managed effectively.
The Group's business is subject to reputational risk.
The Group is exposed to pension risk.

Risks relating to the market and regulatory matters

Macroeconomic risks could result in a material adverse effect on the Group's financial condition, results of operations and prospects.
The Group operates primarily in Asia, Africa and the Middle East, and these operations expose it to risks arising from the political and economic environment of markets in these areas that could adversely affect its financial condition, results of operations and prospects.
The Group operates in competitive markets, which may have a material adverse effect on its financial condition, results of operations and prospects.
The Group operates in a highly regulated industry and changes to bank regulations and laws could have an adverse impact on its operations, financial condition and prospects.
The business and operations of the Group may be affected by the provisions of the Banking Act 2009 which gives the UK Treasury, the FSA and the Bank of England wide-ranging powers to make certain orders in respect of deposit-taking institutions.
Downgrades to the Group's credit ratings or outlook could impair the Group's access to funding and the Group's competitive position.
Changes in interest rates, commodity prices, equity prices and other market risks could adversely affect the Group's financial condition, results of operations and prospects.
The Group is subject to the risk of exchange rate fluctuations arising from the geographical diversity of its businesses.
Financial markets volatility globally and in the markets in which the Group operates could result in a material adverse effect on the Group's assets, financial condition, results of operations and prospects.
Systemic risk resulting from failures by banks, other financial institutions and corporates could adversely affect the Group.
Country cross-border risk could have a material adverse effect on the Group's financial condition, results of operations and prospects.
The Group operates in some markets that have relatively less developed judicial and dispute resolution systems, which could have a material adverse effect on the Group's financial condition, results of operations and prospects.
Hostilities, terrorist attacks or social unrest as well as natural calamities in the markets in which the Group operates could adversely affect the Group's business, results of operations and prospects.

Risks relating to the Rights Issue and the New Ordinary Shares

The Company's share price will fluctuate and may fall below the Issue Price of the New Ordinary Shares issued upon exercise of the Nil Paid Rights.
An active trading market in the Nil Paid Rights may not develop.
The Company's ability to continue to pay dividends will depend on the level of profits and cash flows generated by the Group.
Shareholders who do not acquire New Ordinary Shares in the Rights Issue will experience dilution in their ownership of the Company.
Future issues of the Company's Ordinary Shares will further dilute Shareholders holding Existing Ordinary Shares and could materially affect the market price of the Ordinary Shares.

PART II

RISK FACTORS

The Rights Issue and an investment in New Ordinary Shares are subject to a number of risks and uncertainties. Accordingly, Shareholders and prospective investors in New Ordinary Shares should carefully consider all of the information set out in this document, including the risks and uncertainties described in this section, prior to making any investment decision.The risks and uncertainties described below are based on information, known to the Directors as at the date of this document which the Directors consider may be material, but may not be the only risks and uncertainties to which the Group is exposed. Additional risks and uncertainties, which are currently unknown to the Directors or that the Directors do not currently consider to be material, may materially affect the business of the Group and could have a material effect on Standard Chartered's business, financial condition, results of operations and prospects. If any or a combination of these risks and uncertainties were to occur, the Group's business, financial condition, results of operations and prospects could be materially and adversely affected to the detriment of Standard Chartered and its Shareholders and investors could lose all or part of the value of their investment.

Risks relating to the Group and its business

1. Changes in the credit quality and the recoverability of loans and amounts due from counterparties may have a material adverse effect on the Group's financial condition, results of operations and prospects

Risks arising from changes in credit quality and the recoverability of loans and amounts due from counterparties are inherent in a wide range of the Group's businesses. Adverse changes in the credit quality of the Group's borrowers and counterparties (both sovereign and non-sovereign), or adverse changes arising from a further deterioration in global economic conditions or asset values, or systemic failures in financial systems could reduce the recoverability and value of the Group's assets and require an increase in the Group's level of provisions for bad and doubtful debts or increase the levels of impairments or write-downs experienced by the Group. An adverse change in economic conditions could also adversely affect the Group's level of banking activity. Although the Group devotes considerable resources to managing the above risks many of the factors affecting borrower and counterparty credit risks are beyond the control of Standard Chartered and the occurrence of any of the foregoing risks or a failure by Standard Chartered to manage these risks effectively could have a material adverse effect on the Group's financial condition, results of operations and prospects.

2. The value of certain financial instruments recorded at fair value is determined using financial models incorporating assumptions, judgments and estimates which may change over time

In order to establish the value of financial instruments which the Group, under IFRS, recognises at fair value, the Group relies on quoted market prices or, where the market for a financial instrument is not sufficiently active, internal valuation models that utilise observable market data. In certain circumstances, the data for individual financial instruments or classes of financial instrument utilised by such valuation models may not be available, or may become unavailable, due to changes in market conditions, as has been the case at times since the commencement of the recent financial crisis. In such circumstances, the Group's internal valuation models require the Group to make assumptions, judgments and estimates in order to establish fair value. In common with other financial institutions, these internal valuation models are complex, and the assumptions, judgments and estimates the Group is required to make often relate to matters that are inherently uncertain, such as expected cash flows, the ability of borrowers to service debt, asset price appreciation and depreciation, and relative levels of defaults and deficiencies. Such assumptions, judgments and estimates may need to be updated to reflect new information, changing trends and market conditions. The resulting change in the fair values of financial instruments could have a material adverse effect on the Group's financial condition, results of operations and prospects.

3. The Group's business could be affected if its capital is not managed effectively

Effective management of the Group's capital position is important to its ability to operate its business, to continue to grow organically and to pursue its strategy. While the Rights Issue will strengthen the Group's capital position, any future change that limits the Group's ability to manage its balance sheet and capital resources effectively or to access funding on commercially acceptable terms could have a material adverse effect on the Group's regulatory capital position, its financial condition, results of operations and prospects.

4. Lack of liquidity is a risk to the Group's business

Liquidity risk is the risk that the Group either does not have sufficient financial resources available to meet all its obligations and commitments as they fall due, or can access them only at excessive cost. This risk is inherent in banking operations and can be heightened by a number of factors, including an over-reliance on or inability to access a particular source of funding (including, for example, reliance on inter-bank funding), changes in credit ratings or market-wide phenomena such as financial market instability and natural disasters.

Credit markets worldwide have experienced and continue to experience a reduction in liquidity and term-funding since the commencement of the recent financial crisis. Illiquidity has affected the realisation of existing asset positions and has constrained risk distribution in ongoing banking activities in the credit markets worldwide.The severe market conditions of 2007 to 2009 have also highlighted the importance of a strong diversified core deposit base leading to increased competition for such deposits and the risk of deposit migration. Although the Group's policy is to seek to manage its liquidity prudently in all geographic locations and for all currencies, as Standard Chartered operates in markets which have been and may be affected by illiquidity and extreme price volatility, either directly or indirectly, through exposures to securities, loans, derivatives and other commitments, any reoccurrence or prolonged continuation of such conditions could have an adverse effect on the Group's results of operations and, if severe, could have a material adverse effect on the Group's financial condition and prospects. In addition, any significant increase in the cost of acquiring deposits, inability to further grow deposits or significant outflow of deposits from the Group, particularly if it occurs over a short period of time, could have a material adverse impact on the Group's financial condition and liquidity position.

5. The Group is subject to the risk of increased capital and liquidity requirements to meet the minimum required by regulators

The Group's lead supervisor, the FSA, determines the level of capital that the Group is required to hold by reference to its balance sheet, off-balance sheet, counterparty and risk exposures. Currently, the Group is capitalised above its stated target ratios of 7 to 9 per cent and 12 to 14 per cent, respectively, for Tier 1 Capital and total capital ratios on a Basel II basis. However, the FSA could (beyond the changes described below) apply increasingly stringent stress case scenarios in determining the required capital ratios for the Group and any of its UK regulated firms, increase the minimum regulatory requirements imposed on the Group or any of its UK regulated firms, introduce more onerous deductions from capital, impose additional capital buffers, introduce further liquidity requirements, impose new ratios and/or change the manner in which it applies existing regulatory requirements to the Group or its UK regulated firms. In order to meet such additional regulatory requirements the Group may be forced to raise further capital beyond that being raised in the Rights Issue.

The Group's ability to maintain its stated target regulatory capital ratios in the longer term could be affected by a number of factors, including its risk-weighted assets, post-tax profit and fair value adjustments. In addition to the fair value adjustments, the Group's Core Tier 1 Capital ratio will be directly impacted by any shortfall in forecasted after-tax profit (which could result, most notably, from greater than anticipated asset impairments and/or adverse volatility relating to the lending businesses). Furthermore, under Basel II, capital requirements are inherently more sensitive to market conditions than under previous regimes and capital requirements will increase if economic conditions or negative trends in the financial markets worsen.

In July 2009, the Basel Committee agreed changes to Basel II to address deficiencies in respect of the treatment of securitisations and market risk. Banks using internal models in the trading book will be required to calculate a stressed value-at-risk based on historical data from a 12-month period of significant stress. Banks using internal specific risk models in the trading book must also calculate an incremental risk capital charge for credit sensitive positions which captures default and migration risk. Securitisation positions held in the trading book will be subject to capital charges similar to securitisation positions held in the banking book and higher capital charges will apply to re-securitisation positions. These changes will be introduced from 31 December 2011 and are expected to significantly increase the capital requirements for trading book transactions and certain securitisations.

In December 2009, the Basel Committee published proposals for new capital and liquidity requirements intended to reinforce existing capital requirements and to establish minimum liquidity standards (the so-called "Basel III" proposals). These include introduction of new definitions of common equity and non-common equity Tier 1 Capital as well as a definition of Tier 2 Capital which is similar to current Lower Tier 2 Capital. Innovative Tier 1 Capital and Tier 3 Capital will be abolished. A harmonised set of deductions will apply with most deductions being made from common equity.

On 26 July 2010, the Basel Committee announced that it had reached broad agreement on these new rules, but that it had postponed some of the key elements pending further study. On 12 September 2010 the Basel Committee endorsed the reforms announced in July 2010 and agreed a detailed calibration for the Basel III package (which will be based on the new definitions of Tier 1 Capital and Tier 2 Capital) including increasing the minimum common equity Tier 1 Capital ratio from 2 per cent to 4.5 per cent, introducing a capital conservation buffer of 2.5 per cent to be made up of common equity, thereby increasing the new core Tier 1 Capital ratio to an effective 7 per cent, increasing the minimum total capital ratio (including the capital conservation buffer of 2.5 per cent) from 8 per cent to 10.5 per cent of risk weighted assets and implementing a leverage ratio calibrated at 3 per cent during an initial testing phase. National regulators will be able to impose an additional counter-cyclical capital buffer of up to 2.5 per cent. Systemically important banks will be required to have loss absorbing capacity in excess of these standards although the detailed requirements remain to be determined. The new requirements will be implemented in stages from 1 January 2013, with final implementation of the Basel III package by 1 January 2019. Certain elements of the new standards remain subject to further work and agreement including aspects of the new liquidity requirements (discussed below). Basel III will be implemented in the EU through amendments to the EU Capital Requirements Directive which are expected to be published in the first quarter of 2011. It is possible that the FSA will impose more onerous requirements than those required by Basel III, or require compliance in advance of the timetable announced by the Basel Committee, which, in the case of the former, could have a material adverse effect on the Group.

Under Basel III banks will be required to meet two new liquidity standards: a liquidity coverage ratio (LCR) and a net stable funding ratio (NSFR). The LCR will require banks to hold an amount of unencumbered, high quality liquid assets that can be used to offset the net cash outflows the bank would encounter under an acute short-term stress scenario specified by supervisors. The NSFR will measure the amount of longer-term, stable sources of funding employed by a bank relative to the liquidity profiles of the assets funded and the potential for contingent calls on funding liquidity arising from off-balance sheet commitments and obligations, although the details of the NSFR remain to be agreed. After an observation period beginning in 2011, the LCR will be introduced on 1 January 2015. The NSFR will move to a minimum standard by 1 January 2018. The FSA is also in the process of implementing its own new liquidity standards based on the following elements (i) principles of selfsufficiency and adequacy of liquidity resources, (ii) enhanced systems and control requirements, (iii) quantitative requirements, including Individual Liquidity Adequacy Standards (ILAS), coupled with a narrow definition of liquid assets and (iv) frequent reporting. Amongst other changes, these standards will require banks, including Standard Chartered Bank, to maintain a portfolio of eligible liquid assets to satisfy the relevant requirements that may be different from the liquid assets they currently hold.

CRD II will impose new requirements in respect of non-Core Tier 1 Capital with effect from 31 December 2010. Existing capital instruments that do not satisfy the new European requirements will be grandfathered on a limited basis. The Basel Committee announced proposals on grandfathering under Basel III on 12 September 2010 which are considerably more restrictive than those set out in CRD II (which would require amendment as part of Basel III implementation in the EU). The Basel Committee stated that capital instruments that do not meet the criteria for inclusion in common equity Tier 1 Capital will be excluded from common equity from 1 January 2013. Capital instruments that no longer qualify as non-common equity Tier 1 Capital or Tier 2 Capital will be phased out over a 10-year period beginning on 1 January 2013. The level of recognition will be capped at 90 per cent on 1 January 2013, and will decline by 10 percentage points each subsequent year, being fully phased out by 1 January 2022. Further, instruments with an incentive to redeem (e.g. a step up) will be phased out at their effective maturity date. The Group may not be able contractually to redeem instruments that cease to be eligible under CRD II and/or Basel III, with the result that the Group may be forced to raise further capital as a result of such instruments not being eligible as regulatory capital in the future.

If the regulatory capital requirements, liquidity requirements or ratios applied to the Group are increased in the future, any failure by the Group to satisfy such increased regulatory capital ratios or liquidity requirements could result in administrative actions or sanctions (including loss or suspension of a banking licence) or significant reputational harm, which in turn may have a material adverse effect on the Group's financial condition, results of operations and prospects.

6. Failure to manage legal risk properly can impact the Group adversely

The Group is subject to a wide variety of banking and financial services laws and regulations and is supervised by a large number of regulatory and enforcement authorities in each of the jurisdictions in which it operates. As a result, the Group is exposed to many forms of legal and regulatory risk, which may arise in a number of ways, primarily:

losses may be caused by changes in applicable laws and regulations; the Group may not be able to predict the timing or form of any current or future regulatory or law enforcement initiatives which are becoming increasingly common for international banks and financial institutions;
as a result of being subject to a variety of complex legal and regulatory regimes in many of the countries where it operates, in respect of which requirements, standards or sanctions may differ significantly from country to country;
as a result of being subject to extensive laws and regulations which are designed to combat money laundering and terrorist financing, and to enforce compliance with sanctions against designated countries, entities and persons, including countries in which, and entities or persons with which, the Group may conduct and may have conducted business from time to time;
risk from defective transactions or contracts, either where contractual obligations are not enforceable or do not allocate rights and obligations as intended, or where contractual obligations are enforceable against the Group in an unexpected or adverse way, or by defective security arrangements;
the title to and ability to control the assets of the Group (including the intellectual property of the Group, such as its trade names) may not be adequately protected; and
allegations being made against the Group claiming liability for damages to third parties including where legal proceedings are brought against it; regardless of whether such claims have merit, the outcome of legal proceedings is inherently uncertain and could result in financial loss.

Although the Group has processes and controls to manage legal and regulatory risks, failure to manage such risks properly may impact the Group adversely or result in administrative actions, penalties or other proceedings involving the Group which may have a material adverse effect on the Group's business and reputation and ultimately on the value of the New Ordinary Shares. In addition, a failure to comply with applicable laws or regulations by the Group's employees, representatives, agents and third party service providers, either in or outside the course of their services, or suspected or perceived failures by them, may result in enquiries or investigations by regulatory and enforcement authorities, or in regulatory or enforcement action against the Group or such employees, representatives, agents and third party service providers in various jurisdictions. Such actions may adversely impact the reputation of the Company or the Group, result in adverse media reports, lead to increased levels of scrutiny by relevant regulatory or supervisory bodies, additional costs, penalties, claims and expenses being incurred by the Group and, as a result, have a material adverse effect on the Group's ability to conduct business, its financial condition, results of operations and prospects. For further information, please read paragraph 7 of Part XVI of this document.

7. Operational risks are inherent in the Group's business

Operational risk is the risk of direct or indirect loss due to an event or action resulting from the failure of internal processes, people and systems, or from external events. Operational losses can result, for example, from fraud, errors by employees, failure to document transactions properly or to obtain proper authorisation, failure to comply with regulatory requirements and conduct of business rules (including those arising out of anti-money laundering and anti-terrorism legislation, as well as the provisions of applicable sanctions regimes), equipment failures, natural disasters or the failure of external systems. Whilst the Group seeks to ensure that operational risks are managed in a timely and effective manner through a framework of policies, procedures and tools to identify, assess, monitor, control and report such risks, such policies, procedures and tools may prove ineffective in managing such risks. Should they arise, any of these risks could have a material adverse effect on the Group's ability to conduct business, its financial condition, results of operations and prospects.

8. The Company operates primarily through its subsidiaries and there are risks related to this structure

As a holding company, the Company's business is operated through its subsidiaries. As a result, the Company's right to participate in any distribution of the assets of a subsidiary, upon its dissolution, winding-up, liquidation or reorganisation or otherwise, and the ability of investors to benefit indirectly from that distribution, is subject to the prior claims of creditors of that subsidiary, except to the extent that the Company may be a creditor of that subsidiary and its claims are recognised. Accordingly, the Ordinary Shares will be effectively subordinated to all existing and future liabilities of the Company and of the Company's subsidiaries and Shareholders should look only to the Company's assets.

9. The business of the Group may be affected if it is unable to recruit, retain and develop appropriate senior management and skilled personnel

The Group's continued success depends in part on the continued service of key members of its management team and other skilled personnel. The ability to continue to attract, train, motivate and retain highly qualified professionals is a key element of the Group's strategy. The successful implementation of the Group's growth strategy depends on the availability of skilled management at its head office and at each of its business units and international locations. Competition for skilled management and other employees is particularly evident in a number of the geographic areas in which the Group operates, particularly, in emerging markets. If the Group or one of its business units or other functions fails to staff their operations appropriately, or loses one or more of its key senior executives and fails to replace them in a satisfactory and timely manner, its business, financial condition and results of operations, including control and operational risks, may be adversely affected. Likewise, if the Group fails to attract and appropriately train, motivate and retain qualified professionals, its business, and in particular the ability to expand in certain areas, may be adversely affected, which could have a material adverse effect on the Group's financial condition, results of operations and prospects. The EU and the FSA have or are in the process of introducing requirements in respect of remuneration which could potentially affect the ability of the Group to recruit, retain and develop appropriate senior management and skilled personnel. In particular, certain restrictions are expected to apply from 1 January 2011 on the payment of bonuses and other non-contractual remuneration to senior management and anyone whose professional activities could have a material impact on a firm's risk profile.

10. The Group is expanding its operations and this growth may represent a risk if not managed effectively

The Group is experiencing significant growth as it expands geographically and in the scope of products and services it offers, including through acquisitions.The Group's business strategy is based on organic growth but includes selective plans to continue to acquire assets or businesses that it believes are logical extensions of its existing businesses to increase cash flow and earnings. The Group continues to look at potential acquisitions in a number of markets. The Group may experience some, or all, of the difficulties described below in managing the integration of any subsequent acquisitions into its existing businesses. The failure effectively to manage its expansion, whether organic or inorganic, could have a material adverse effect on the Group's financial condition, results of operations and prospects.

The success of the Group's acquisitions will depend, in part, on the ability of its management to integrate the operations of newly acquired businesses with its existing operations and to integrate various departments, personnel, systems and procedures.

Consequently, the Group's ability to implement its business strategy may be constrained and the timing of such implementation may be impacted due to demands placed on existing resources by that process. There can be no assurance that:

the Group will be successful in acquiring all the entities it seeks to acquire;
the acquired entities will achieve the level of performance that the Group anticipates, or that the carrying value of goodwill on acquisition will be fully supported by the cash flows of the cash generating unit to which it has been allocated for the purposes of impairment testing (and, therefore, the value of the assets being carried may be written-down or impaired);
the projected demand and prices of the Group's products and services will be realised;
the acquired entities will not cause a disruption to the Group's ongoing businesses, distract management attention and other resources, or make it difficult to maintain the Group's standards, internal controls and procedures;
the Group will not be required to incur debt or issue equity securities to pay for acquisitions, for which financing may not be available or may not be available on commercially attractive terms;
the Group will realise any or all of the intended synergy or growth benefits expected at the time of acquisition;
the Group's credit ratings will not be negatively affected by such acquired entities or the method of financing any acquisition or acquired business;
the Group will be able to successfully integrate the services, products and personnel of an acquired entity into its operations, especially if the Group acquires large businesses; or
the Group will not assume unforeseen liabilities and exposures as a result of such acquisitions.

The occurrence of any one or a combination of these events could have a material adverse effect on the Group's financial condition, results of operations and prospects.

11. The Group's business is subject to reputational risk

Reputational risk is the potential for damage to the Group's franchise, resulting in loss of earnings or adverse impact on market capitalisation as a result of stakeholders taking a negative view of the Group or its actions. Reputational risk could arise from the failure by the Group to effectively mitigate the risks in its businesses including one or more of country, credit, liquidity, market, regulatory, operational, environmental, litigation or social risk. Damage to the Group's reputation could cause existing clients to reduce or cease to do business with the Group and prospective clients to be reluctant to do business with the Group. A failure to manage reputational risk effectively could materially affect the Group's business, results of operations and prospects.

12. The Group is exposed to pension risk

Pension risk is the potential for loss due to having to meet or meeting an actuarially assessed shortfall in the Group's pension schemes. Pension risk exposure is focused upon the risk to the Group's financial position arising from the need to meet its pension scheme funding obligations. In the event of a shortfall the Group may be required or may choose to make additional payments to the Group's pension schemes which, depending on the amount, could have a material effect on the Group's business, results of operations and prospects.

Risks relating to the market and regulatory matters

13. Macroeconomic risks could result in a material adverse effect on the Group's financial condition, results of operations and prospects

The Group operates in over 70 countries and territories and is affected by the prevailing economic conditions in each market. Macroeconomic factors that have an impact on personal expenditure and consumption, demand for business products and services, the debt service burden of consumers or businesses, and the general availability of liquidity and credit, will influence the Group's customers and, by extension, the Group's financial condition, results of operations and prospects.

One of the principal uncertainties is the extent to which the recent global economic slowdown and/or recession may impact the Group's primary markets in Asia, Africa and the Middle East, and the timing of that impact. The linkages between economic activities in different markets are complex and depend not only on direct drivers such as the balance of trade and investment between countries, but also on domestic monetary, fiscal and other policy responses to macroeconomic conditions.

Consequently, one uncertainty for the corporate sectors in Wholesale Banking and the SME segment in Consumer Banking will be the extent to which exports are impacted by a slowdown in other economies, particularly in the US and Europe. Similarly, there continues to be uncertainty about domestic demand in Standard Chartered Bank's markets, which is a function of a number of factors including consumer and business confidence.

Another principal uncertainty for the Group relates to the management of inflationary pressures, to the extent to which they arise. These inflationary pressures may be exacerbated in some countries by the reduction or removal of fuel price subsidies and the impact of significant rises in the price of certain foodstuffs. An increase in inflation can have a number of adverse impacts on the Group's business, including, but not limited to, increasing its operating expenses, which would reduce profits attributable to Shareholders. High inflation could also have an adverse effect on the credit quality of the Group's individual and corporate borrowers, as well as its counterparties, and could lead to an increase in delinquencies and defaults across a wide range of sectors. Although the Group seeks to manage this risk by setting concentration caps by industry sector and country in Wholesale Banking and by product and country in Consumer Banking, and regularly monitoring credit exposures and political and economic trends, high inflation could nevertheless impact profitability and otherwise have a material adverse effect on the Group's financial condition, results of operations and prospects.

Whilst the Group maintains significant geographic and business diversification which may minimise the impact of certain economic factors including a downturn, diversification of the Group may not be effective to safeguard the Group from the effect of macroeconomic factors which may impact the overall economy in a single country or region, or globally.

14. The Group operates primarily in Asia, Africa and the Middle East, and these operations expose it to risks arising from the political and economic environment of markets in these areas that could adversely affect its financial condition, results of operations and prospects

Operations in many of the markets in which the Group operates in Asia, Africa and the Middle East present various risks that do not necessarily apply to businesses in Western Europe and North America. Some of these markets are typically more volatile and less developed economically and politically than markets in Western Europe and North America. The Group faces significant economic and political risks, including economic volatility, recession, inflationary pressure, exchange rate fluctuation risk and interruption of business, as well as civil unrest, imposition of exchange controls, sanctions relating to specific countries, entities and individuals, expropriation, nationalisation, renegotiation or nullification of existing contracts and changes in law, tax policy and regulation. Furthermore, while many of the economies in which the Group operates have in recent years performed relatively well compared to many of the economies of Western Europe and North America, there can be no assurance that the relatively favourable economic environments of these markets will continue. The occurrence of any of these risks could result in a material adverse effect on the Group's financial condition, results of operations and prospects.

15. The Group operates in competitive markets, which may have a material adverse effect on its financial condition, results of operations and prospects

The Group is subject to significant competition from local banks and other international banks carrying on business in the markets in which it operates, including competitors that may have greater financial and other resources. In addition, the Group may experience increased competition from new entrants in the relevant product or geographic markets and existing competitors may combine to increase their existing market presence or market share. Furthermore, in certain of the Group's markets, it competes against financial institutions that are supported or controlled by governments or governmental bodies and which are required to satisfy certain lending thresholds and other identified targets. In such markets, in order to remain competitive, the Group may not realise the margins which it would otherwise have expected or desired. Regulations may also favour local banks by restricting the ability of international banks, such as Standard Chartered, operating in the relevant country to enter the market and/or expand their existing operations. Such restrictions could adversely affect the Group's ability to compete in these markets. In addition, certain competitors may have access to lower cost funding and be able to offer retail deposits on more favourable terms than the Group. Furthermore, Standard Chartered's competitors may be better able to attract and retain clients and talent, which may have a negative impact on the Group's competitive position and profitability in the relevant markets. Moreover, many of the international and local banks operating in the Group's markets compete for substantially the same customers as the Group and competition may increase in some or all of the Group's principal markets. The foregoing matters, individually or in combination, may therefore have a material adverse effect on the Group's financial condition, results of operations and prospects.

16. The Group operates in a highly regulated industry and changes to bank regulations and laws could have an adverse impact on its operations, financial condition or prospects

The Group's businesses are subject to a complex framework of financial services laws and regulations and associated regulatory risks, including the effects of changes in laws, regulations, policies and voluntary codes of practice. During the recent market turmoil, there has been a substantially enhanced level of government and regulatory intervention and scrutiny, and there have been changes to regulations applying to financial institutions. Further changes to laws and regulations are under consideration in many jurisdictions. Although the Group works closely with its regulators and regularly monitors the situation, future changes in laws, regulations and fiscal or other policies can be difficult to predict and are beyond the control of the Group. Furthermore, laws and regulations may be adopted, enforced or interpreted in ways that could materially adversely affect the Group's business, financial condition, results of operations and prospects.

Governmental policies and regulatory changes that could adversely impact the Group's business include:

the monetary, interest rate and other policies of central banks and regulatory authorities;
general changes in government or regulatory policy, or changes in regulatory regimes that may significantly influence investor decisions in particular markets in which the Group operates, may change the structure of those markets and the products offered, or may increase the costs of doing business in those markets;
changes to other regulatory requirements such as rules on consumer protection and prudential rules relating to capital adequacy and/or liquidity, charging special levies to fund governmental intervention in response to crises (which may not be tax deductible for the Group), separation of certain businesses from deposit-taking and the breaking up of financial institutions that are perceived to be too large for regulators to take the risk of their failure;
changes in competition and pricing environments;
further developments in relation to financial reporting including changes in accounting and auditing standards, corporate governance, conduct of business and employee compensation;
expropriation, nationalisation, confiscation of assets and changes in legislation relating to foreign ownership; and
other unfavourable political, military or diplomatic developments, producing social instability or legal uncertainty which, in turn, may affect demand for the Group's products and services.

In response to recent global economic conditions, there is likely to be a substantial increase in government regulation and supervision of the financial services industry in order to seek to prevent future crises and otherwise ensure the stability of institutions under their supervision, including the imposition of higher capital and liquidity requirements (including pursuant to Basel III), heightened disclosure standards, further development of corporate governance and employee compensation regimes and restrictions on certain types of transaction structures.

Such new requirements could to differing extents significantly impact on the profitability and results of operations of firms operating within the financial services industry, including entities within the Group, or could require those affected to alter their current strategies, prevent the continuation of current lines of operations, restrict the type or volume of transactions which may be entered into or set limits on, or require the modification of, rates or fees that may be charged. The Group may also face increased compliance costs and limitations on its ability to pursue its business activities.

Whilst there is growing international regulatory cooperation on supervision and regulation of international and EU banking groups, the Group is, and will continue to be, subject to the complexity of complying with existing and new regulatory requirements in each of the jurisdictions in which it operates. Where changes in regulation are made they may not be co-ordinated potentially resulting in the Group having to comply with varying and possibly conflicting requirements. The foregoing matters may adversely impact any number of areas of the Group's operations and activities which in turn may have a material adverse effect on its financial condition, results of operations and prospects.

17. The business and operations of the Group may be affected by the provisions of the Banking Act 2009 which gives the UK Treasury, the FSA and the Bank of England wideranging powers to make certain orders in respect of deposit-taking institutions

The Banking Act 2009 came into force on 21 February 2009 and applies to deposit-taking institutions that are incorporated in or formed under the law of any part of the UK (such as Standard Chartered Bank). It provides the Treasury, the Bank of England and the FSA with powers to deal with banks which are failing or likely to fail to satisfy the threshold conditions within the meaning of section 41(1) and Schedule 6 of the FSMA (which is not currently the case in respect of Standard Chartered Bank and which the Company does not consider to be likely) where it is not reasonably likely that action will be taken by or in respect of the bank to satisfy those threshold conditions. The Banking Act 2009 creates a special resolution regime which comprises three stabilisation options and two new insolvency procedures. The stabilisation options involve (i) the transfer of a bank, or bank holding company (such as the Company), into temporary public ownership; (ii) the transfer of all or part of a bank to a private sector purchaser and (iii) the transfer of all or part of a bank to a bridge bank wholly owned by the Bank of England. The new insolvency procedures are (i) bank insolvency, designed to secure that eligible depositors' accounts are transferred to another bank, or that eligible depositors are compensated under the Financial Services Compensation Scheme, followed by winding up the affairs of the bank so as to achieve the best result for the bank's creditors and (ii) a bank administration procedure designed to ensure that where the transfer of part of a bank to a private sector purchaser or bridge bank is effected in accordance with the special resolution regime, the non-sold or non-transferred bank continues to provide services and facilities to the business which has been transferred to enable the commercial purchaser or transferee to operate effectively. In September 2010, the Government proposed legislating to introduce a special administration (bank insolvency) procedure and a special administration (bank administration) procedure for UK deposit-taking institutions that have an "investment banking" business. The new procedures would be based on the bank insolvency and bank administration procedures under the Banking Act 2009 but would additionally take into account proposed special administration objectives.

Whilst the Treasury, the Bank of England and the FSA must have regard to specified objectives when exercising the special resolution regime powers (the protection and enhancement of the stability of the UK financial systems, protecting and enhancing public confidence in the stability of the UK banking systems, protecting depositors, protecting public funds and avoiding interference with property rights in contravention of the European Convention on Human Rights), the effect of the Banking Act 2009 (if any) on Shareholders cannot be ascertained in advance.

18. Downgrades to the Group's credit ratings or outlook could impair the Group's access to funding and the Group's competitive position

The Group's ability to access the capital and, to a lesser extent, the wholesale markets, and the cost of borrowing in these markets, is influenced by the Group's credit ratings. There can be no guarantee that the Group will not be subject to downgrades to its credit ratings, and factors leading to any such downgrade may not be within the control of the Group. A material downward change in the short-term or long-term credit ratings of the Group could impact the volume, price and source of its funding, and this could have a material adverse effect on the Group's profitability, its financial condition, results of operations and prospects.

19. Changes in interest rates, commodity prices, equity prices and other market risks could adversely affect the Group's financial condition, results of operations and prospects

Market risk is the potential for loss of earnings or economic value due to adverse changes in financial market rates or prices. The Group's exposure to market risk arises principally from customer driven transactions.

The primary categories of market risk for Standard Chartered are:

interest rate risk: arising from changes in yield curves, credit spreads and implied volatilities on interest rate options;
commodity price risk: arising from changes in commodity prices and implied volatilities on commodity options, covering energy, precious metals, base metals and agriculture; and

• equity price risk: arising from changes in the prices of equities, equity indices, equity baskets and implied volatilities on related options.

Failure to manage these risks effectively or the occurrence of unexpected events resulting in significant market dislocation could have a material adverse effect on the Group's financial condition, results of operations and prospects.

20. The Group is subject to the risk of exchange rate fluctuations arising from the geographical diversity of its businesses

As the Group's business is conducted in a number of jurisdictions and in a number of foreign currencies, including Pounds Sterling, Korean won, Hong Kong dollar, Singapore dollar, Chinese yuan and Indian rupee, the Group's business is subject to the risk of exchange rate fluctuations.The results of operations of Group companies are reported in the local currencies in which they are domiciled, and these results are then translated into US dollars at the applicable foreign currency exchange rates for inclusion in the Company's consolidated financial statements.The exchange rates between local currencies and the US dollar have been and may continue to be volatile. The Group is therefore exposed to movements in exchange rates in relation to foreign currency receipts and payments, dividend and other income from foreign subsidiaries, reported profits of foreign subsidiaries and the net asset carrying value of foreign investments.

Whilst the Group closely monitors exchange rate movements and seeks to adjust its exposure, it is difficult to predict with accuracy changes in economic or market conditions and to anticipate the effects that such changes could have on the Group and the translation effect against the US dollar of such fluctuations in the exchange rates of the currencies of those countries in which Standard Chartered operates may adversely affect its financial condition, results of operations and prospects.

21. Financial markets volatility globally and in the markets in which the Group operates could result in a material adverse effect on the Group's assets, financial condition, results of operations and prospects

Additional volatility, and further dislocation affecting certain financial markets and asset classes, are factors that may have a material adverse effect on the Group's assets, its financial condition, results of operations and prospects. These factors have had and may have a negative impact on the mark-tomarket valuations of assets in the Group's available-for-sale and trading portfolios. In addition, any further deterioration in the performance of the assets underlying the Group's ABS portfolio could lead to additional impairment. The ABS portfolio accounted for approximately 0.5 per cent of Group assets as at 30 June 2010. Continued market volatility may also negatively impact certain customers exposed to derivative contracts. While the Group seeks to manage customer exposure and risk, the potential losses incurred by certain customers as a result of derivative contracts could lead to an increase in customer disputes and corporate defaults and result in further write-downs or impairments by the Group.

22. Systemic risk resulting from failures by banks, other financial institutions and corporates could adversely affect the Group

Within the financial services industry the default of any institution or corporate could lead to defaults by other institutions. Concerns about, or a default by, one institution could lead to significant liquidity problems, losses or defaults by other institutions because the commercial soundness of many financial institutions may be closely related as a result of their credit, trading, clearing or other relationships. This risk is sometimes referred to as "systemic risk" and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms, other financial institutions and exchanges with whom the Group interacts on a daily basis, which (although the Company does not expect it to materialise over the next 12 months) could have an adverse effect on the Group's ability to raise new funding and have a material adverse effect on the Group's business, its financial condition, results of operations and prospects.

23. Country cross-border risk could have a material adverse effect on the Group's financial condition, results of operations and prospects

Country cross-border risk is the risk that the Group will be unable to obtain payment from its customers (sovereign and non-sovereign) or third parties on their contractual obligations as a result of certain actions taken by foreign governments, chiefly relating to convertibility and transferability of foreign currency.

These risks could have a material adverse effect on the Group's financial condition, results of operations and prospects.

24. The Group operates in some markets that have relatively less developed judicial and dispute resolution systems, which could have a material adverse effect on the Group's financial condition, results of operations and prospects

In the less developed markets in which the Group operates, judicial and dispute resolution systems may be less developed than in North America and Western Europe. In case of a breach of contract, there may be difficulties in making and enforcing claims against contractual counterparties. On the other hand, if claims are made against the Group, there may be difficulties in defending such allegations. If the Group becomes party to legal proceedings in a market with an insufficiently developed judicial system, an adverse outcome to such proceedings could have a material adverse effect on the Group's financial condition, results of operations and prospects.

25. Hostilities, terrorist attacks or social unrest as well as natural calamities in the markets in which the Group operates could adversely affect the Group's business, results of operations and prospects

Some of the countries in which the Group operates have, from time to time, experienced and/or are currently experiencing social and civil unrest, hostilities both internally and with neighbouring countries and terrorist attacks. Some of those countries have also experienced natural calamities like earthquakes, floods and drought in recent years. These and similar hostilities, tensions and natural disasters could lead to political or economic instability in the markets in which the Group operates and have a material adverse effect on the Group's business, its financial condition, results of operations and prospects.

Risks relating to the Rights Issue and the New Ordinary Shares

26. The Company's share price will fluctuate and may fall below the Issue Price of the New Ordinary Shares issued upon exercise of the Nil Paid Rights

The market price of the New Ordinary Shares (including the Nil Paid Rights and the Fully Paid Rights) and/or the Ordinary Shares could be subject to significant fluctuations due to a change in sentiment in the market regarding the New Ordinary Shares (including the Nil Paid Rights and the Fully Paid Rights) and/or the Ordinary Shares (or securities similar to them). Such risks depend on the market's perception of the likelihood of completion of the Rights Issue, and/or in response to various facts and events, including any regulatory changes affecting the Group's operations, variations in the Group's operating results, business developments of the Group and/or its competitors as well as the impact of the Rights Issue on general market sentiment towards the banking sector. Stock markets have, from time to time, experienced significant price and volume fluctuations that have affected the market prices for securities and which may be unrelated to the Group's operating performance or prospects. Furthermore, the Group's operating results and prospects from time to time may be below the expectations of market analysts and investors. Any of these events could result in a decline in the market price of the New Ordinary Shares (including the Nil Paid Rights and the Fully Paid Rights) and/or the Ordinary Shares.

27. An active trading market in the Nil Paid Rights may not develop

An active trading market in the Nil Paid Rights may not develop on the London Stock Exchange and/or Hong Kong Stock Exchange during the trading period. In addition, because the trading price of the Nil Paid Rights depends on the trading price of the Ordinary Shares, the Nil Paid Rights price may be volatile and subject to the same risks as noted elsewhere in this document.

28. The Company's ability to continue to pay dividends will depend on the level of profits and cash flows generated by the Group

Under UK company law, a company can only pay cash dividends to the extent that it has distributable reserves and cash available for this purpose. As a holding company, the Company's ability to pay dividends in the future is affected by a number of factors, principally its ability to receive sufficient dividends from its subsidiaries. The payment of dividends to the Company by its subsidiaries is, in turn, subject to restrictions, including certain regulatory requirements and the existence of sufficient distributable reserves and cash in the Company's subsidiaries.

The ability of these subsidiaries to pay dividends and the Company's ability to receive distributions from its investments in other entities is subject to applicable local laws and regulatory requirements and other restrictions, including, but not limited to, applicable tax laws and covenants in some of Standard Chartered's debt facilities and regulatory requirements in respect of the conservation of capital. These laws and restrictions could limit the payment of dividends and distributions to the Company by its subsidiaries, which could in future restrict the Company's ability to fund other operations or to pay a dividend to holders of the Existing Ordinary Shares or the New Ordinary Shares.

29. Shareholders who do not acquire New Ordinary Shares in the Rights Issue will experience dilution in their ownership of the Company

If Shareholders do not take up the offer of New Ordinary Shares under the Rights Issue their proportionate ownership and voting interests in the Company will be reduced and the percentage that their shares will represent of the total share capital of the Company will be reduced accordingly. Even if a Shareholder elects to sell his unexercised Nil Paid Rights, or such Nil Paid Rights are sold on his behalf, the consideration he receives may not be sufficient to compensate him fully for the dilution of his percentage ownership of the Company's share capital that may be caused as a result of the Rights Issue.

30. Future issues of the Company's Ordinary Shares will further dilute Shareholders holding Existing Ordinary Shares and could materially affect the market price of the Ordinary Shares

Further to the proposed issue of New Ordinary Shares, the Company has no current plans for an offering of Ordinary Shares. However, it is possible that the Company may decide to offer additional Ordinary Shares in the future either to raise capital or for other purposes. An additional offering, or significant sale of Ordinary Shares by major shareholders, could have an adverse effect on the market price of the Ordinary Shares as a whole.

PART III

EXPECTED TIMETABLES OF PRINCIPAL EVENTS

Expected timetable of principal events in the United Kingdom

	2010
Transfers from UK register to Hong Kong register suspended	6.30 a.m. on 13 October
UK Record Date for entitlements under the Rights Issue	5.00 p.m. on 19 October
Despatch of Provisional Allotment Letters	21 October
UK Admission and start of offer period in the UK	8.00 a.m. on 22 October
Dealings in Nil Paid Rights commence on the London Stock Exchange	8.00 a.m. on 22 October
Existing Ordinary Shares marked "ex-rights" by the London Stock Exchange	8.00 a.m. on 22 October
Nil Paid Rights credited to stock accounts in CREST (Qualifying CREST Shareholders only)	8.00 a.m. on 22 October
Nil Paid Rights and Fully Paid Rights enabled in CREST	as soon as practicable after 8.00 a.m. on 22 October
Hong Kong register re-opens for transfers from UK register	8.00 a.m. on 22 October
Latest time and date for Cashless Take-Up or disposal of rights using the Computershare Dealing Facility	3.00 p.m. on 29 October
Recommended latest time for requesting withdrawal of Nil Paid Rights or Fully Paid Rights from CREST (i.e. if your Nil Paid Rights or Fully Paid Rights are in CREST and you wish to convert them into certificated form)	4.30 p.m. on 1 November
Recommended latest time and date for depositing renounced Provisional Allotment Letters, nil paid or fully paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account (i.e. if your Nil Paid Rights or Fully Paid Rights are represented by a Provisional Allotment Letter and you wish to convert them into uncertificated form)	3.00 p.m. on 2 November
Latest time and date for splitting Provisional Allotment Letters, nil paid or fully paid, for rights traded on the London Stock Exchange	3.00 p.m. on 3 November
Latest time and date in the UK for acceptance and payment in full and registration of renounced Provisional Allotment Letters	11.00 a.m. on 5 November
Dealings in New Ordinary Shares, fully paid, commence on the London Stock Exchange	8.00 a.m. on 8 November
Announcement of results of Rights Issue	by 8 November
New Ordinary Shares credited to CREST accounts (uncertificated holders only)	by 8 November
Expected date of despatch of definitive share certificates for New Ordinary Shares in certificated form	by 12 November

Expected timetable of principal events in Hong Kong

All references below are to Hong Kong time

	2010
Transfers from Hong Kong register to UK register suspended	1.30 p.m. on 13 October
Existing Ordinary Shares marked "ex-rights" by the Hong Kong Stock Exchange	9.30 a.m. on 18 October
Latest time and date for which transfers of Existing Ordinary Shares are accepted for registration on the Hong Kong register for participation in the Rights Issue	4.30 p.m. on 19 October
HK Record Date for entitlements under the Rights Issue	4.30 p.m. on 19 October
Despatch of Prospectus and Provisional Allotment Letters	22 October
UK register re-opens for transfers from Hong Kong register	9.00 a.m. on 22 October
HK Admission and start of offer period in Hong Kong	9.30 a.m. on 25 October
Dealings in Nil Paid Rights commence on the Hong Kong Stock Exchange	9.30 a.m. on 25 October
Latest time and date for splitting Provisional Allotment Letters, for rights traded on the Hong Kong Stock Exchange	4.30 p.m. on 28 October
Last day of dealings in Nil Paid Rights on the Hong Kong Stock Exchange	2 November
Latest time and date in Hong Kong for acceptance and payment in full and registration of renounced Provisional Allotment Letters	4.00 p.m. on 5 November
Announcement of results of Rights Issue published on Hong Kong Stock Exchange and Company's website	by 8 November
Expected date of despatch of definitive share certificates for New Ordinary Shares in certificated form	by 11 November
Dealings in New Ordinary Shares, fully paid, commence on the Hong Kong Stock Exchange	9.30 a.m. on 12 November

Notes:

(1) Each of the times and dates set out in the above timetables and mentioned in this document, the Provisional Allotment Letter and in any other document issued in connection with the Rights Issue is subject to change by the Company (with the agreement of the Banks), in which event details of the new times and dates will be notified to the UK Listing Authority and the Hong Kong Stock Exchange and, where appropriate, to Shareholders.
(2) References to times in this document are to London times, unless otherwise specified.
(3) If there is a tropical cyclone warning signal number 8 or above or a "black" rainstorm warning signal in force in Hong Kong at any time:
(a) before 12.00 noon (Hong Kong time) but no longer in force after 12.00 noon (Hong Kong time) on the latest date for acceptance and payment in Hong Kong, the latest time for acceptance of and payment for the New Ordinary Shares will be extended to 5.00 p.m. (Hong Kong) on the same date; or
(b) between 12.00 noon and 4.00 p.m. (Hong Kong time) on the latest date for acceptance and payment in Hong Kong, the latest time for acceptance of and payment for the New Ordinary Shares will be postponed to 4.00 p.m. (Hong Kong time) on the following HK Business Day when there is no tropical cyclone warning signal number 8 or above or a "black" rainstorm warning signal.

An announcement will be made by the Company in such event.

PART IV

IMPORTANT NOTE

Since the UK ex-rights date and the HK ex-rights date are fixed for different dates to cater for different regulations and market practices for rights issues in the United Kingdom and Hong Kong and because the Issue Price in Hong Kong dollars has been fixed by reference to the relevant exchange rate on 12 October 2010 (being the last HK Business Day prior to the announcement of the Rights Issue), the Company has instructed the Registrars not to process transfers of Ordinary Shares (i) from the Hong Kong register of members to the UK register of members from 1.30 p.m. (Hong Kong time) on 13 October 2010 until 9.00 a.m. (Hong Kong time) on 22 October 2010; and (ii) from the UK register of members to the Hong Kong register of members from 6.30 a.m. (UK time) on 13 October 2010 until 8.00 a.m. (UK time) on 22 October 2010. Accordingly, Shareholders will not be able to transfer their Ordinary Shares between the two registers during these times.This will ensure that anyone who bought Ordinary Shares before the announcement of the Rights Issue will be able to participate in the Rights Issue by virtue of being on the register of members in the correct jurisdiction.

In addition, because the Issue Price for HK Shareholders is in Hong Kong dollars whereas the Issue Price for UK Shareholders is in Pounds Sterling, it will not be possible to transfer Nil Paid Rights from the Hong Kong register of members to the UK register of members or vice versa.

PART V

RIGHTS ISSUE STATISTICS

Number of Existing Ordinary Shares	2,084,206,106
Number of New Ordinary Shares available under the Rights Issue	260,525,763
Number of Ordinary Shares in the Enlarged Share Capital	2,344,731,869
Issue Price per New Ordinary Share1	1,280 pence
New Ordinary Shares as a percentage of the Enlarged Share Capital	11.11 per cent
Gross proceeds of the Rights Issue (approximately)	£3,335 million
Net proceeds of the Rights Issue (approximately)	£3,258 million

¹ Issue Price for HK Shareholders is HK\$156.82 per New Ordinary Share

PART VI

GENERAL INFORMATION

Notice to Investors in the European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each a "Relevant Member State"), an offer to the public of any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights may not be made in the Relevant Member State (other than in the United Kingdom, Republic of Ireland and France), except that an offer to the public in that Relevant Member State of any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
(c) to fewer than 100 natural legal persons (other than qualified investors as defined in the Prospectus Directive); or
(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no offer of New Ordinary Shares, Nil Paid Rights or Fully Paid Rights shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive.

For this purpose, the expression "an offer to the public" in relation to any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights to be offered so as to enable an investor to decide to purchase any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

In the case of any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the New Ordinary Shares, Nil Paid Rights or Fully Paid Rights acquired by it in the Rights Issue have not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of New Ordinary Shares, Nil Paid Rights or Fully Paid Rights to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the Company and each of the Banks and Joint Bookrunners has been obtained to each such proposed offer or resale.

Notice to Overseas Shareholders

Securities laws of certain jurisdictions may restrict the Company's ability to allow participation by certain Shareholders in the Rights Issue or any future issue of shares carried out by the Company. In particular, holders of Ordinary Shares who are located in the United States may not be able to exercise their Nil Paid Rights unless a registration statement under the Securities Act is effective with respect to such rights or an exemption from the registration requirements of the Securities Act is available thereunder. The Rights Issue will not be registered under the Securities Act.

Qualifying Shareholders who have a registered address or are resident in, or who are citizens of, countries other than the United Kingdom, Republic of Ireland, France or Hong Kong should consult their professional advisors as to whether they require any government or other consents or need to observe any other formalities to enable them to receive Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters or the New Ordinary Shares in the Rights Issue.

Enforcement of Judgments

The ability of an Overseas Shareholder to bring an action against the Company may be limited under law.The Company is a public limited company incorporated in England and Wales.The rights of holders of Ordinary Shares are governed by English law and by the Articles. These rights differ in certain respects from the rights of shareholders in typical US corporations and some other non-UK corporations. An Overseas Shareholder may not be able to enforce a judgment against some or all of the Directors and executive officers. The majority of the Directors and executive officers are residents of the United Kingdom. Consequently, it may not be possible for an Overseas Shareholder to effect service of process upon the Directors and executive officers within the Overseas Shareholder's country of residence or to enforce against the Directors and executive officers judgments of courts of the Overseas Shareholder's country of residence based on civil liabilities under that country's securities or other laws. There can be no assurance that an Overseas Shareholder will be able to enforce any judgments in civil and commercial matters or any judgments under the securities or other laws of countries other than the United Kingdom or Hong Kong against the Directors or executive officers who are residents of the United Kingdom or countries other than those in which judgment is made. In addition, English, Hong Kong or other courts may not impose civil liability on the Directors or executive officers in any original action based solely on foreign securities or other laws brought against the Company or the Directors in a court of competent jurisdiction in England, Hong Kong or other countries.

Information regarding forward-looking statements

This document contains or incorporates by reference "forward-looking statements" regarding the belief or current expectations of Standard Chartered, the Directors and other members of its senior management about the Group's businesses and the transactions described in this document. Generally, words such as "may", "could", "will", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or similar expressions identify forward-looking statements.

These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Group and are difficult to predict, that may cause actual results to differ materially from any future results or developments expressed or implied from the forward-looking statements. Such risks and uncertainties include changes in the credit quality and the recoverability of loans and amounts due from counterparties; changes in the Group's financial models incorporating assumptions, judgments and estimates which may change over time; risks relating to capital, capital management and liquidity; risks associated with the implementation of Basel III and uncertainty over the timing and scope of regulatory changes in the various jurisdictions in which the Group operates; risks arising out of legal and regulatory matters, investigations and proceedings; operational risks inherent in the Group's business; risks arising out of the Group's holding company structure; risks associated with the recruitment, retention and development of senior management and other skilled personnel; risks associated with business expansion and engaging in acquisitions; reputational risk; pension risk; global macroeconomic risks; risks arising out of the dispersion of the Group's operations, the locations of its businesses and the legal, political and economic environment in such jurisdictions; competition; risks associated with the UK Banking Act 2009 and other similar legislation or regulations; changes in the credit ratings or outlook for the Group; market, interest rate, commodity price, equity price and other market risks; foreign exchange risk; financial market volatility; systemic risk in the banking industry and among other financial institutions or corporate borrowers; cross-border country risk; risks arising from operating in markets with less developed judicial and dispute resolution systems; risks arising out of hostilities, terrorist attacks, social unrest or natural disasters; risk of the price of the New Ordinary Shares falling below the Issue Price; risk of trading markets in the Nil Paid Rights not developing; failure to generate sufficient level of profits and cash flows to pay future dividends; risk of dilution for shareholders not acquiring New Ordinary Shares; and risk of dilution resulting from any future issue of Ordinary Shares.

Any forward-looking statement contained in this document based on past or current trends and/or activities of Standard Chartered should not be taken as a representation that such trends or activities will continue in the future. No statement in this document is intended to be a profit forecast or to imply that the earnings of the Company for the current year or future years will necessarily match or exceed the historical or published earnings of the Company.

These forward-looking statements are subject to the risk factors described in Part II of this document. Each forward-looking statement speaks only as of the date of this document. Except as required by the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Rules, the London Stock Exchange or otherwise by law, Standard Chartered expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Standard Chartered's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Presentation of Financial and Other Information

As a result of changes to the accounting presentation made by the Company in the preparation of its 2009 Annual Report and Accounts and 2008 Annual Report and Accounts, the Company has restated certain amounts in the 2008 comparative financial information included in the 2009 Annual Report and Accounts and 2007 comparative financial information included in the 2008 Annual Report and Accounts for the purposes of comparability. Further, the financial information for the half-year ended 30 June 2010 included in the 2010 Interim Report, differs in certain respects from the financial information for the halfyear ended 30 June 2009 included in the Company's 2009 Interim Report. The restatements are explained as set out below.

For 2007 numbers restated in 2008, in Note 53 to the financial statements in the 2008 Annual Report and Accounts, incorporated into this document by reference; for 2008 numbers restated in 2009, in Note 50 to the financial statements in the 2009 Annual Report and Accounts, incorporated into this document by reference; and for 30 June 2009 numbers restated in June 2010, in Note 33 of the 2010 Interim Report, incorporated into this document by reference. All financial information for the years ended 31 December 2008 and 31 December 2007, and for the half-year ended 30 June 2009 in this document is, unless otherwise stated, presented after giving effect to such restatement for purposes of comparability.

Information not contained in this document

No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by Standard Chartered. Neither the delivery of this document nor any acquisition or sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Standard Chartered since the date of this document or that the information in this document is correct as at any time subsequent to its date.

No incorporation of website information

The contents of the Group's website do not form part of this document.

PART VII

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Name Position

John Wilfred Peace	Chairman(1)(2)(3)(4)
Peter Alexander Sands	Group Chief Executive Officer (2)(3)(4)
Stefano Paolo Bertamini	Group Executive Director and CEO, Consumer Banking
Jaspal Singh Bindra	Group Executive Director and CEO, Asia
Richard Henry Meddings	Group Finance Director
Alun Michael Guest Rees	Group Executive Director and CEO, Wholesale Banking
Richard Delbridge	Independent Non-executive Director (5)(6)
James Frederick Trevor Dundas	Independent Non-executive Director (2)(3)(5)(6)
Valerie Frances Gooding	Independent Non-executive Director (1)(3)
Simon Lowth	Independent Non-executive Director
Rudolph Harold Peter Markham	Senior Independent Non-executive Director (2)(4)(5)(6)
Ruth Markland	Independent Non-executive Director (1)(2)(5)(6)
John Gregor Hugh Paynter	Independent Non-executive Director (1)(5)
Dr Han Seung-soo KBE	Independent Non-executive Director (3)
Paul David Skinner	Independent Non-executive Director (1)(2)(3)(6)
Oliver Henry James Stocken	Independent Non-executive Director (6)

(1) Member of the Remuneration Committee
(2) Member of the Nomination Committee
(3) Member of the Brand and Values Committee
(4) Member of the Governance Committee
(5) Member of the Audit Committee
(6) Member of the Board Risk Committee

The business address of all of the Directors is 1 Basinghall Avenue, London EC2V 5DD, United Kingdom.

Group Company Secretary

Annemarie Verna Florence Durbin

Registered Office

1 Aldermanbury Square London EC2V 7SB

Website

www.standardchartered.com

Advisers and others

Sponsor and Joint Bookrunner Joint Bookrunner

Legal adviser to the Company Legal adviser to the Company Slaughter and May Slaughter and May

Legal adviser to the Company Auditors and

(as to English and US law) (as to Hong Kong law) Linklaters LLP Linklaters London EC2Y 8HQ 18 Chater Road United Kingdom Central

United Kingdom Registrar and Receiving Agent Hong Kong Registrar Computershare Investor Services PLC Computershare Hong Kong Corporate Actions 2 Investor Services Limited Bristol BS99 6AG Rooms 1712-1716

J.P. Morgan Securities Ltd Goldman Sachs International 125 London Wall Peterborough Court London EC2Y 5AJ 133 Fleet Street United Kingdom London EC4A 2BB United Kingdom

Joint Bookrunner Joint Bookrunner UBS Investment Bank Standard Chartered Securities (Hong Kong) Limited 1 Finsbury Avenue 15th Floor, Two International Finance Centre London EC2M 2PP 8 Finance Street United Kingdom Central Hong Kong

(as to English law) (as to Hong Kong law) One Bunhill Row 47th Floor, Jardine House London EC1Y 8YY One Connaught Place United Kingdom Central Hong Kong

(as to US law) Reporting Accountants Sullivan & Cromwell LLP KPMG Audit Plc One New Fetter Lane 8 Salisbury Square London EC4A 1AN London EC4Y 8BB United Kingdom United Kingdom (A member firm of the Institute of Chartered Accountants of England and Wales)

Legal adviser to the Banks Legal adviser to the Banks One Silk Street 10th Floor, Alexandra House Hong Kong

United Kingdom 17th Floor, Hopewell Centre 183 Queen's Road East Wanchai Hong Kong

PART VIII

LETTER FROM THE CHAIRMAN

STANDARD CHARTERED PLC

(Incorporated as a public limited company in England and Wales with registered number 966425)

15 October 2010

Dear Shareholder

1 for 8 Rights Issue at 1,280 pence per New Ordinary Share

1. Introduction

On 13 October 2010, we announced that the Company was raising £3,258 million (net of expenses) by way of a Rights Issue of 260,525,763 New Ordinary Shares at 1,280 pence per share on the basis of 1 New Ordinary Share for every 8 Existing Ordinary Shares. The purpose of this document is to provide Shareholders with details of the Rights Issue.

2. Reasons for the Rights Issue and use of proceeds

3. Intentions of Directors and largest shareholder

Temasek, the Company's largest Shareholder, which owns approximately 18 per cent of the Existing Ordinary Share capital of the Company, is supportive of the Rights Issue and has informed the Company that it is intending to take up its rights.

4. Summary of the principal terms of the Rights Issue

The New Ordinary Shares are being offered by way of rights to all Qualifying Shareholders on the following basis:

1 New Ordinary Share at 1,280 pence for every 8 Existing Ordinary Shares

held and registered in their name on the Record Date.The Issue Price for HK Shareholders is HK\$156.82 for each New Ordinary Share (calculated at an exchange rate of £1:HK\$12.2511 at 12 October 2010). Entitlements to New Ordinary Shares will be rounded down to the nearest whole number.

Fractions of New Ordinary Shares will not be provisionally allotted to any Qualifying Shareholders, but will be aggregated and, if possible, sold by the Joint Bookrunners or otherwise acquired by the Banks as principals (or sub-underwriters or placees procured by the Banks) ultimately for the benefit of the Company. Qualifying Shareholders with fewer than 8 Existing Ordinary Shares will not be entitled to any New Ordinary Shares. The New Ordinary Shares will rank for all dividends declared, made or paid after the date of allotment and issue of the New Ordinary Shares and otherwise pari passu with the Existing Ordinary Shares.

5. Financial impact of the Rights Issue

As at 30 June 2010, Standard Chartered's Core Tier 1 Capital ratio was 9.0 per cent on a Basel II basis and its total Tier 1 Capital ratio was 11.2 per cent. The Board estimates that the impact of the Rights Issue will be to increase the forecast Core Tier 1 Capital ratio and total Tier 1 Capital ratio by approximately 2 per cent.

A pro forma statement of net assets illustrating the effect of the Rights Issue on the Group's net assets as at 30 June 2010 as if the Rights Issue had been undertaken at this date is set out in Part XIV of this document. This information is unaudited and has been prepared for illustrative purposes only. It shows that net proceeds from the Rights Issue of US\$5,146 million would have led to a pro-forma movement in net assets from US\$27,970 million to US\$33,116 million as at 30 June 2010.

6. Dividends

Subject to actual and expected future earnings and general prevailing economic and business conditions, the Company intends to distribute by way of a final dividend for the financial year ending 31 December 2010 an amount that ensures that the total annual dividend per share in 2010 will be not less than the total annual dividend per share in 2009. The New Ordinary Shares issued will rank for the final 2010 dividend.

7. Standard Chartered Share Schemes

In accordance with the rules of the Standard Chartered Share Schemes, the Board proposes to adjust outstanding options and awards to take account of the Rights Issue, subject to any necessary approvals. Where options and awards are subject to performance conditions, adjustments will, if appropriate, be made to those conditions. Participants in the Standard Chartered Share Schemes will be contacted separately with detailed information on how their options and awards will be affected by the Rights Issue.

8. Overseas shareholders

The attention of Qualifying Shareholders who have registered addresses outside the United Kingdom, Republic of Ireland, France or Hong Kong, or who are resident in or located in, or who are citizens of, countries other than the United Kingdom, Republic of Ireland, France or Hong Kong, or who are holding Ordinary Shares for the benefit of such persons (including, without limitation, custodians, nominees, trustees and agents) or who have a contractual or other legal obligation to forward this document, a Provisional Allotment Letter and any other document in relation to the Rights Issue to such persons, is drawn to the information which appears in paragraph 9 of Part IX of this document. In particular, Qualifying Shareholders who have registered addresses in or who are resident in or located in, or who are citizens of, countries other than the United Kingdom, Republic of Ireland, France or Hong Kong should consult their professional advisers whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their entitlements to the Rights Issue.

The Company reserves the right to treat as invalid and will not be bound to issue any New Ordinary Shares in respect of any acceptance or purported acceptance of the offer of New Ordinary Shares which:

(a) appears to the Company or its agents to have been executed, effected or despatched from the United States or any of the Excluded Territories unless the Company is satisfied that such action would not result in the contravention of any registration or other legal requirement; or
(b) in the case of a Provisional Allotment Letter, provides an address for delivery of the share certificates in or, in the case of a credit of New Ordinary Shares in CREST, to a CREST member or CREST sponsored member whose registered address would be in the United States or any of the Excluded Territories or any other jurisdiction outside the United Kingdom, Republic of Ireland, France or Hong Kong in which it would be unlawful to deliver such share certificates or make such a credit unless the Company is satisfied that such action would not result in the contravention of any registration or other legal requirement.

New Ordinary Shares will be provisionally allotted (nil paid) to all Qualifying Shareholders, including Overseas Shareholders. However, Provisional Allotment Letters have not been, and will not be, sent to, and Nil Paid Rights will not be credited to CREST or CCASS accounts of Overseas Shareholders with registered addresses in the United States or any of the Excluded Territories.

The attention of Overseas Shareholders with registered addresses in, or otherwise resident in, the United States or any of the Excluded Territories is drawn to paragraph 9 of Part IX.

9. Taxation

Your attention is drawn to Part XV of this document. If you are in any doubt as to your tax position, you should consult your own professional adviser without delay.

10. Action to be taken

The latest time for acceptance by Shareholders under the Rights Issue is 11.00 a.m. (UK time) and 4.00 p.m. (Hong Kong time) on 5 November 2010. The procedure for acceptance and payment is set out in Part IX of this document. Further details also appear in the Provisional Allotment Letter, which will be sent to all Qualifying Non-CREST Shareholders and all Qualifying Non-CCASS Shareholders (other than, subject to certain exceptions, those Qualifying Non-CREST Shareholders and Qualifying Non-CCASS Shareholders with a registered address in the United States or any of the Excluded Territories).

If you are in any doubt as to what action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor or other independent professional adviser duly authorised under FSMA if you are in the United Kingdom or, if not, from another appropriately authorised independent professional adviser who specialises in advice on the acquisition of shares and other securities.

11. Other information

Your attention is drawn to the further information set out in Parts IV to VII and IX to XXI of this document. You are advised to read the whole of this document and not rely solely on the information contained in this letter.

Yours sincerely

John W Peace Chairman

PART IX

TERMS OF THE RIGHTS ISSUE

1. Summary of the Rights Issue

The Company proposes to raise approximately £3,258 million (net of expenses) by way of a 1 for 8 Rights Issue of New Ordinary Shares at a price of 1,280 pence per New Ordinary Share.

The Issue Price for UK Shareholders is 1,280 pence per New Ordinary Share. The Issue Price for HK Shareholders is HK\$156.82 per New Ordinary Share, which was calculated using an exchange rate of £1:HK\$12.2511 at 4.30 p.m. (UK time) on 12 October 2010 (being the last HK Business Day prior to the announcement of the Rights Issue).

The Issue Price of 1,280 pence per New Ordinary Share for UK Shareholders represents a discount of approximately 32.93 per cent to the Closing Price for an Ordinary Share of 1,908.50 pence on 12 October 2010 (being the latest practicable date prior to the announcement of the Rights Issue) and a 30.38 per cent discount to the theoretical ex-rights price based on that Closing Price.

The Issue Price of HK\$156.82 per New Ordinary Share for HK Shareholders represents a discount of approximately 31.82 per cent to the closing price on the Hong Kong Stock Exchange of an Ordinary Share of HK\$230.00 on 12 October 2010 (being the last practicable date prior to the announcement of the Rights Issue).

Had the Rights Issue taken place on 1 January 2010 and the net proceeds remained in an interestbearing account, the effect would have been to increase the Group's 2010 earnings as a result of an increase in interest receivable on the net proceeds of the Rights Issue.

2. Terms and conditions of the Rights Issue

Subject to the fulfilment of the conditions of the Underwriting Agreement and the terms and conditions referred to below, the New Ordinary Shares are being offered for acquisition by way of rights to Qualifying Shareholders on the following basis and otherwise on the terms and conditions set out in this document (and, in the case of Qualifying Non-CREST Shareholders and Qualifying Non-CCASS Shareholders, the Provisional Allotment Letter):

1 New Ordinary Share for every 8 Existing Ordinary Shares

held and registered in their name on the Record Date.

Qualifying Shareholders who do not take up their entitlements to New Ordinary Shares will have their proportionate shareholdings in the Company diluted. Those Qualifying Shareholders who take up their rights in full will, following the Rights Issue being completed, subject to fractions, have the same proportional voting rights and entitlements to distributions as they had on the Record Date.

The Nil Paid Rights (also described as New Ordinary Shares, nil paid) are entitlements to acquire New Ordinary Shares subject to payment of the Issue Price. The Fully Paid Rights (also described as New Ordinary Shares, fully paid) are entitlements to receive the New Ordinary Shares, for which payment has already been made.

Holdings of Existing Ordinary Shares in certificated and uncertificated form and holdings on different registers of members will be treated as separate holdings to calculate entitlements under the Rights Issue.

Fractions of New Ordinary Shares will not be provisionally allotted to Qualifying Shareholders and fractional entitlements will be rounded down to the nearest whole number of New Ordinary Shares. Such fractions will be aggregated and, if possible, sold in the market by the Joint Bookrunners (by way of an issue of New Ordinary Shares to acquirers procured by the Joint Bookrunners) or otherwise acquired by the Banks as principals (or sub-underwriters or placees procured by the Banks) pursuant to the Underwriting Agreement. The net proceeds of such sales (after deduction of expenses) will be aggregated and an equivalent amount will accrue for the ultimate benefit of the Company. Qualifying Shareholders with fewer than 8 Existing Ordinary Shares are not entitled to any New Ordinary Shares. The attention of Overseas Shareholders and any person (including, without limitation, custodians, nominees and trustees) who has a contractual or other legal obligation to forward this document or a Provisional Allotment Letter into a jurisdiction other than the United Kingdom, Republic of Ireland, France or Hong Kong is drawn to paragraph 9 of this Part IX. Although New Ordinary Shares will be provisionally allotted to all Qualifying Shareholders, the offer of New Ordinary Shares under the Rights Issue will not be made into certain territories. In particular, subject to the provisions of paragraph 9 of this Part IX, Qualifying Shareholders with registered addresses in the United States or any of the Excluded Territories have not been and will not be sent Provisional Allotment Letters and have not had and will not have their CREST stock accounts or CCASS stock accounts (as the case may be) credited with Nil Paid Rights.

Application has been made to the UK Listing Authority for the New Ordinary Shares (nil and fully paid) to be admitted to the premium segment of the Official List, to the London Stock Exchange for the New Ordinary Shares (nil and fully paid) to be admitted to trading on the London Stock Exchange's main market for listed securities and to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the New Ordinary Shares (nil and fully paid) on the Main Board of the Hong Kong Stock Exchange. It is expected that UK Admission will become effective and that dealings in the New Ordinary Shares, nil paid, will commence on the London Stock Exchange at 8.00 a.m. (UK time) on 22 October 2010. It is expected that HK Admission will become effective and that dealings in the New Ordinary Shares, nil paid, will commence on the Hong Kong Stock Exchange at 9.30 a.m. (Hong Kong time) on 25 October 2010. The Nil Paid Rights will not be admitted to trading on any other exchange.

The Existing Ordinary Shares are already admitted to CREST and CCASS. Accordingly, no further application for admission to CREST and CCASS is required for the New Ordinary Shares and all of the New Ordinary Shares when issued and fully paid may be held and transferred by means of CREST and CCASS.

Applications have been made for the Nil Paid Rights and the Fully Paid Rights to be admitted to CREST. Applications have also been made for the Nil Paid Rights to be admitted to CCASS. Euroclear requires the Company to confirm to it that certain conditions are satisfied before Euroclear will admit the Nil Paid Rights and Fully Paid Rights to CREST. It is expected that these conditions will be satisfied on UK Admission. As soon as practicable after UK Admission, the Company will confirm this to Euroclear.

The ISIN code for the New Ordinary Shares will be the same as that of the Existing Ordinary Shares, being GB0004082847. The ISIN Code for the Nil Paid Rights is GB00B4PZGV01 and for the Fully Paid Rights is GB00B4KNJ438.

None of the New Ordinary Shares is being made available to the public other than pursuant to the Rights Issue.

The Rights Issue has been fully underwritten by the Banks in accordance with the terms and subject to the conditions of the Underwriting Agreement. The Banks may arrange sub-underwriting for some, all or none of the New Ordinary Shares. A summary of certain terms and conditions of the Underwriting Agreement is set out in paragraph 9 of Part XVI of this document.

The Banks' obligations under the Underwriting Agreement are conditional upon certain matters being satisfied or not breached prior to UK Admission. If these conditions are not satisfied or (where permitted) waived by J.P. Morgan Cazenove, Goldman Sachs International and UBS Investment Bank, the Underwriting Agreement will terminate, in which case the Rights Issue will be revoked and will not proceed and the provisional allotments will lapse. After UK Admission, the Banks have no right to terminate the Underwriting Agreement.

Standard Chartered reserves the right to decide not to proceed with the Rights Issue at any time prior to UK Admission and commencement of dealings in the Nil Paid Rights on the London Stock Exchange.

Save as provided in paragraph 9 below in respect of Overseas Shareholders, it is expected that:

(i) Provisional Allotment Letters in respect of Nil Paid Rights will be despatched to Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, such Qualifying Non-CREST Shareholders with registered addresses in the United States or any of the Excluded Territories) on 21 October 2010;

(ii) Provisional Allotment Letters in respect of Nil Paid Rights will be despatched to Qualifying Non-CCASS Shareholders and HKSCC Nominees on 22 October 2010;
(iii) the Registrar will instruct Euroclear to credit the appropriate stock accounts of Qualifying CREST Shareholders (other than, subject to certain exceptions, such Qualifying CREST Shareholders with registered addresses in the United States or any of the Excluded Territories) with such Shareholders' entitlements to Nil Paid Rights, with effect from 8.00 a.m. (UK time) on 22 October 2010;
(iv) HKSCC will credit the appropriate stock accounts of CCASS Participants (other than, subject to certain exceptions, such CCASS Participants with registered addresses in the United States or any of the Excluded Territories) with such CCASS Participants' entitlements to Nil Paid Rights with effect from 9.30 a.m. (Hong Kong time) on 25 October 2010;
(v) the Nil Paid Rights and the Fully Paid Rights will be enabled for settlement by Euroclear on 22 October 2010, as soon as practicable after the Company has confirmed to Euroclear that all the conditions for admission of such rights to CREST have been satisfied;
(vi) the Nil Paid Rights will be enabled for settlement by HKSCC on 25 October 2010;
(vii) New Ordinary Shares will be credited to the appropriate stock accounts of relevant Qualifying CREST Shareholders (or their renouncees) who validly take up their rights by no later than 8.00 a.m. (UK time) on 8 November 2010;
(viii) share certificates for the New Ordinary Shares will be despatched to relevant Qualifying Non-CREST Shareholders (or their renouncees) who validly take up their rights by 12 November 2010 at their own risk;
(ix) share certificates for the New Ordinary Shares will be despatched to relevant Qualifying Non-CCASS Shareholders and HKSCC Nominees (or their renouncees) who validly take up their rights by no later than 11 November 2010 at their own risk; and
(x) New Ordinary Shares will be credited to the appropriate stock accounts of relevant CCASS Participants (or their renouncees) who validly take up their rights through HKSCC Nominees by 12 November 2010.

Qualifying Shareholders taking up their rights by completing a Provisional Allotment Letter, by applying under the Computershare online facility or by sending a MTM instruction to Euroclear will be deemed to have given the representations and warranties set out in paragraph 9 of this Part IX, unless such requirement is waived by the Company and the Banks.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared after the date of allotment and issue of the New Ordinary Shares.

All documents, certificates and cheques posted to, by or from Qualifying Shareholders and/or their transferees or renouncees (or their agents, as appropriate) will be posted at their own risk.

The entitlements arising from the provisional allotment of New Ordinary Shares to UK Shareholders are rights to acquire New Ordinary Shares to be registered on the UK register of members only and the entitlements arising from the provisional allotment of New Ordinary Shares to HK Shareholders are rights to acquire New Ordinary Shares to be registered on the Hong Kong register of members only.

3. Action to be taken by UK Shareholders

The action to be taken by UK Shareholders in respect of New Ordinary Shares depends on whether, at the relevant time, the Nil Paid Rights or Fully Paid Rights in respect of which action is to be taken are in certificated form (that is, are represented by Provisional Allotment Letters) or are in uncertificated form (that is, are in CREST).

If you are a Qualifying Non-CREST Shareholder and do not have a registered address in and are not located in the United States or any of the Excluded Territories (subject to certain limited exceptions), please refer to paragraph 4 of this Part IX.

If you hold your Existing Ordinary Shares in CREST and do not have a registered address in and are not located in the United States or any of the Excluded Territories (subject to certain limited exceptions), please refer to paragraph 5 of this Part IX and to the CREST Manual for further information on the CREST procedures referred to below.

CREST sponsored members should refer to their CREST sponsors, as only their CREST sponsors will be able to take the necessary actions specified below to take up the entitlements or otherwise to deal with the Nil Paid Rights or Fully Paid Rights of CREST sponsored members.

4. Action to be taken by Qualifying Non-CREST Shareholders in relation to Nil Paid Rights represented by Provisional Allotment Letters

(a) General

The Provisional Allotment Letter sets out:

(i) in Box 1, the holding of Existing Ordinary Shares at the UK Record Date on which the Qualifying Non-CREST Shareholder's entitlement to New Ordinary Shares has been based;
(ii) in Box 2, the aggregate number of New Ordinary Shares provisionally allotted to such Qualifying Non-CREST Shareholder;
(iii) in Box 3, the amount payable on acceptance of New Ordinary Shares provisionally allotted to such Qualifying Non-CREST Shareholder at the Issue Price;
(iv) the procedure to be followed if a Qualifying Non-CREST Shareholder wishes to use the Computershare online facility to take up some or all of his/her Nil Paid Rights, effect a Cashless Take-Up or to sell all of his/her Nil Paid Rights;
(v) the procedure to be followed if a Qualifying Non-CREST Shareholder wishes to take up all of his/her entitlement;
(vi) the procedure to be followed if a Qualifying Non-CREST Shareholder (but not a Qualifying Non-CCASS Shareholder) wishes to effect a Cashless Take-Up or dispose of his/her Nil Paid Rights through the Computershare Dealing Facility;
(vii) the procedures to be followed if a Qualifying Non-CREST Shareholder wishes to dispose of all or part of his/her entitlement or to convert all or part of his/her entitlement into uncertificated form; and
(viii) instructions regarding acceptance and payment, withdrawal rights, consolidation, splitting and registration of renunciation.

Assuming that dealings commence at 8.00 a.m. on 22 October 2010, the latest time and date for requesting a Cashless Take-Up or a disposal of all Nil Paid Rights through the Computershare Dealing Facility (whether online through the Computershare online facility or by returning a Provisional Allotment Letter) will be 3.00 p.m. on 29 October 2010.

The latest time and date for acceptance and payment in full is 11.00 a.m. on 5 November 2010.

(b) Procedure for acceptance and payment

(i) The Computershare online facility

Qualifying Non-CREST Shareholders are able to use the Computershare online facility to take up some or all of their rights, effect a Cashless Take-Up or to sell all of their Nil Paid Rights by visiting www.computershare.com/standardcharteredrightsissue.

Qualifying Non-CREST Shareholders wishing to use the Computershare online facility:

(a) to effect a Cashless Take-Up under the Computershare Dealing Facility must elect to do so in accordance with the relevant online instructions by not later than 3.00 p.m. on 29 October 2010;

(b) to dispose of all of their Nil Paid Rights through the Computershare Dealing Facility must elect to do so in accordance with the relevant online instructions by not later than 3.00 p.m. on 29 October 2010; and
(c) to take up all or some of their Nil Paid Rights must elect to do so in accordance with the relevant online instructions, including as to the transfer of the relevant cleared funds, by not later than 11.00 a.m. on 5 November 2010. Shareholders must have a valid debit card to make the required payment online.

The terms and conditions of the Computershare online facility will apply to any election made under it. Further details of the Computershare online facility are set out in the Rights Issue guide accompanying the Provisional Allotment Letter.

If a valid election under the Computershare online facility has been made, the Provisional Allotment Letter to which such election relates will cease to be valid for any purpose. By making an election under the Computershare online facility a Qualifying Non-CREST Shareholder will be deemed to have represented, warranted and undertaken that he/she will not thereafter seek to take any action in respect of his/her Provisional Allotment Letter. A holder by completing an application online accepts the terms and conditions of the Computershare online facility.

(ii) Payments under the Computershare online facility

All payments under the Computershare online facility must be made in Pounds Sterling using a valid debit card issued by any of VISA Debit, VISA Electron, Maestro, Solo, Laser or JCB. The relevant debit card must be registered at the address of the Qualifying Non-CREST Shareholder or, in the case of joint Shareholders, at the address of one of such Shareholders, in each case as shown on the UK register of members. The Computershare online facility can only be used to make payments of up to £99,500. Multiple payments cannot be made.

It is a term of the Rights Issue that any online payment is processed, and the Company and the Banks may elect to treat as invalid any acceptances in respect of which online payments have not been processed. If New Ordinary Shares have already been allotted to Qualifying Non-CREST Shareholders prior to any online payment failing to be processed or such Qualifying Non-CREST Shareholder's acceptance being otherwise treated as invalid, the Company and the Banks may (in their absolute discretion as to manner, timing and terms) make arrangements for the sale of such shares on behalf of those Qualifying Non-CREST Shareholders and hold the proceeds of sale (net of the Company's reasonable estimate of any loss that it has suffered as a result of the acceptance being treated as invalid and of the expenses of sale including, without limitation, any stamp duty or SDRT payable on the transfer of such shares, and of all amounts payable by such Qualifying Non-CREST Shareholders pursuant to the provisions of this Part IX in respect of the acquisition of such shares) on behalf of such Qualifying Non-CREST Shareholders. None of the Company, the Banks nor any other person shall be responsible for, or have any liability for, any loss, expenses or damage suffered by such Qualifying Non-CREST Shareholders as a result.

No interest will be allowed on payments made before they are due through the Computershare online facility and any interest on such payments ultimately will accrue for the benefit of the Company. The Receiving Agent will hold all monies received under the Computershare online facility on behalf of J.P. Morgan Cazenove who is acting as principal, but subject to the requirement that the monies can only be applied in acquiring redeemable preference shares in Standard Chartered Jersey as provided in paragraph 11 of this Part IX.

If an online payment made by a Qualifying Non-CREST Shareholder is made for an amount different from that set out in Box 3 of that Qualifying Non-CREST Shareholder's Provisional Allotment Letter that Shareholder's application shall be treated as an acceptance in respect of such whole number of New Ordinary Shares which could be acquired at the Issue Price with the amount of the online payment (and not the amount set out in Box 3 of the Provisional Allotment Letter). Any balance from the online payment will be retained for the benefit of the Company.

(iii) Qualifying Non-CREST Shareholders who wish to accept in full other than through the Computershare online facility

Holders of Provisional Allotment Letters who wish to take up all of their Nil Paid Rights without using the Computershare online facility must return the Provisional Allotment Letter, together with a cheque or banker's draft in Pounds Sterling, made payable to "Standard Chartered PLC Rights Issue" and crossed "A/C payee only", for the full amount payable on acceptance, in accordance with the instructions printed on the Provisional Allotment Letter, by post to the Receiving Agent, Computershare Investor Services PLC, Corporate Actions 2, Bristol BS99 6AG, or by hand (during normal business hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE so as to be received as soon as possible and, in any event, not later than 11.00 a.m. on 5 November 2010. A business reply-paid envelope is enclosed with the Provisional Allotment Letter for use within the United Kingdom only. If you post your Provisional Allotment Letter within the United Kingdom by first class post, it is recommended that you allow at least four Business Days for delivery. The Receiving Agent will hold such monies on behalf of J.P. Morgan Cazenove, who is acting as principal, but subject to the requirement that the monies can only be applied in acquiring redeemable preference shares in Standard Chartered Jersey as provided in paragraph 11 of this Part IX. Payments via CHAPS, BACS or electronic transfer will not be accepted.

(iv) Qualifying Non-CREST Shareholders who wish to accept in part Holders of Provisional Allotment Letters who wish to take up some, but not all, of their Nil Paid Rights should refer to paragraph 4(f) below.
(v) Qualifying Non-CREST Shareholders who wish to effect a Cashless Take-Up through the Computershare Dealing Facility other than through the Computershare online facility Qualifying Non-CREST Shareholders (but not Qualifying Non-CCASS Shareholders) who wish to effect a Cashless Take-Up through the Computershare Dealing Facility without using the Computershare online facility should tick the box under Option 2 "CASHLESS TAKE-UP" on page 1 of the Provisional Allotment Letter, sign and date the bottom of page 1 of the Provisional Allotment Letter, and return their Provisional Allotment Letter by post to Computershare Investor Services PLC, Corporate Actions 2, Bristol BS99 6AG, or by hand (during normal business hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, so as to be received as soon as possible and, in any event, not later than 3.00 p.m. on 29 October 2010, the latest time and date for requesting a Cashless Take-Up. A business replypaid envelope is enclosed with the Provisional Allotment Letter for use within the United Kingdom only. If you post your Provisional Allotment Letter within the United Kingdom by first class post, it is recommended that you allow at least four Business Days for delivery. Please note the Receiving Agent will charge a commission of 0.5 per cent of the proceeds of sale (subject to a minimum of £10) for effecting a Cashless Take-Up through the Computershare Dealing Facility. The terms and conditions of the Computershare Dealing Facility are set out in the Rights Issue guide accompanying the Provisional Allotment Letters or are available on request from the Receiving Agent. Shareholders using such service should note that they will be clients of the Receiving Agent and not of Standard Chartered when using this service. The Receiving Agent rather than Standard Chartered will be responsible, therefore, for providing the protections afforded by the UK regulatory regime to clients for whom such services are provided. Standard Chartered is not providing advice to Shareholders on dealing in its Ordinary Shares.
(vi) Qualifying Non-CREST Shareholders who wish to dispose of all of their Nil Paid Rights through the Computershare Dealing Facility other than through the Computershare online facility

Qualifying Non-CREST Shareholders (but not Qualifying Non-CCASS Shareholders) who wish to dispose of all of their Nil Paid Rights through the Computershare Dealing Facility without using the Computershare online facility should tick the box under Option 3 "SELL ALL OF YOUR RIGHTS" on page 1 of the Provisional Allotment Letter, sign and date the bottom of page 1 of the Provisional Allotment Letter, and return their Provisional Allotment Letter by post to Computershare Investor Services PLC, Corporate Actions 2, Bristol BS99 6AG, or by hand (during normal business hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, so as to be received as soon as possible and, in any event, not later than 3.00 p.m. on 29 October 2010, the latest time and date for requesting disposals of Nil Paid Rights through the Computershare Dealing Facility. A business reply-paid envelope is enclosed with the Provisional Allotment Letter for use within the United Kingdom only. If you post your Provisional Allotment Letter within the United Kingdom by first class post, it is recommended that you allow at least four Business Days for delivery. Please note that the Receiving Agent will charge commission of 0.5 per cent of the proceeds of sale (subject to a minimum of £10) for disposing of all your Nil Paid Rights through the Computershare Dealing Facility. The terms and conditions of the Computershare Dealing Facility are set out in a Rights Issue guide accompanying the Provisional Allotment Letters or are available on request from Computershare Investor Services PLC. Shareholders using such service should note that they will be clients of the Receiving Agent and not of Standard Chartered when using this service. The Receiving Agent rather than Standard Chartered will be responsible, therefore, for providing the protections afforded by the UK regulatory regime to clients for whom such services are provided. Standard Chartered is not providing advice to Shareholders on dealing in its Ordinary Shares.

(vii) Payments other than through the Computershare online facility

All payments made by Qualifying Non-CREST Shareholders (but not Qualifying Non-CCASS Shareholders or Qualifying CCASS Shareholders) other than through the Computershare online facility must be made in Pounds Sterling by cheque or banker's draft made payable to "Standard Chartered PLC Rights Issue" and crossed "A/C payee only". Qualifying Non-CREST Shareholders should write their Shareholder Reference Number (indicated at the top of page 1 of the Provisional Allotment Letter) on the reverse of the cheque or banker's draft. Post-dated cheques and third party cheques (with the exception of building society cheques or banker's drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the cheque or draft to such effect) will not be accepted. Cheques or banker's drafts must be drawn on an account at a branch (which must be in the United Kingdom, the Channel Islands or the Isle of Man) of a bank or building society which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker's drafts to be cleared through facilities provided by either of these companies. Such cheques and banker's drafts must bear the appropriate sorting code in the top right-hand corner. Payments via CHAPS, BACS or electronic transfer will not be accepted. Cash will not be accepted.

Cheques and banker's drafts will be presented for payment on receipt. The Company reserves the right to instruct the Receiving Agent to seek special clearances of cheques and banker's drafts to allow value to be obtained for remittances at the earliest opportunity. No interest will be allowed on payments made before they are due and any interest on such payments ultimately will accrue for the benefit of the Company. It is a term of the Rights Issue that cheques shall be honoured on first presentation, and the Company and the Banks may elect to treat as invalid any acceptances in respect of which cheques are not so honoured. If New Ordinary Shares have already been allotted to Qualifying Non-CREST Shareholders prior to any payment not being so honoured or such Qualifying Non-CREST Shareholder's acceptance being treated as invalid, the Company and the Banks may (in their absolute discretion as to manner, timing and terms) make arrangements for the sale of such shares on behalf of those Qualifying Non-CREST Shareholders and hold the proceeds of sale (net of the Company's reasonable estimate of any loss that it has suffered as a result of the acceptance being treated as invalid and of the expenses of sale including, without limitation, any stamp duty or SDRT payable on the transfer of such shares, and of all amounts payable by such Qualifying Non-CREST Shareholders pursuant to the provisions of this Part IX in respect of the acquisition of such shares) on behalf of such Qualifying Non-CREST Shareholders. None of the Company, the Banks or any other person shall be responsible for, or have any liability for, any loss, expenses or damage suffered by such Qualifying Non-CREST Shareholders as a result.

If a cheque or banker's draft sent by a Qualifying Non-CREST Shareholder is drawn for an amount different from that set out in Box 3 of that Qualifying Non-CREST Shareholder's Provisional Allotment Letter, that Shareholder's application shall be treated as an acceptance in respect of such whole number of New Ordinary Shares which could be acquired at the Issue Price with the amount for which the cheque or banker's draft is drawn (and not the amount set out in Box 3 of the Provisional Allotment Letter). Any balance from the amount of the cheque will be retained for the benefit of the Company.

(viii) Discretion as to validity of acceptances

If payment is not received in full by 11.00 a.m. on 5 November 2010, the provisional allotment will, subject to the below, be deemed to have been declined and will lapse. However, the Company and the Banks may elect, but shall not be obliged, to treat as valid (i) Provisional Allotment Letters and accompanying remittances for the full amount due which are received through the post prior to 11.00 a.m. on 6 November 2010 if the cover bears a legible postmark of no later than 11.00 a.m. on 5 November 2010 and (ii) applications in respect of which remittances for the full amount due are received prior to 11.00 a.m. on 5 November 2010 from an authorised person (as defined in FSMA) specifying the number of New Ordinary Shares to be acquired and an undertaking by that person to lodge the relevant Provisional Allotment Letter, duly completed, in due course.

The Company and the Banks may also (in their absolute discretion) treat (i) a Provisional Allotment Letter as valid and binding on the person(s) by whom or on whose behalf it is lodged even if it is not completed in accordance with the relevant instructions or is not accompanied by a valid power of attorney (where required); and (ii) an online application under the Computershare online facility as valid and binding on the person(s) by whom or on whose behalf it is made even if it is not made in accordance with the relevant instructions.

The Company and the Banks reserve the right to treat as invalid any acceptance or purported acceptance of the New Ordinary Shares that appears to the Company to have been executed in, despatched from or that provides an address for delivery of definitive share certificates for New Ordinary Shares in the United States or any of the Excluded Territories.

A Qualifying Non-CREST Shareholder who makes a valid acceptance and payment in accordance with this paragraph (whether by lodging a Provisional Allotment Letter with payment or by applying using the Computershare online facility) is deemed to request that the New Ordinary Shares to which they will become entitled be issued to them on the terms set out in this document and subject to the Articles.

(c) Money Laundering Regulations

To ensure compliance with the Money Laundering Regulations, the Receiving Agent may require, at its absolute discretion, verification of the identity of the person by whom or on whose behalf a Provisional Allotment Letter is lodged with payment or of the person making any payment using the Computershare online facility (which requirements are referred to below as the "verification of identity requirements"). If an application is made by a UK regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations, any verification of identity requirements are the responsibility of such broker or intermediary and not of the Receiving Agent. In such case, the lodging agent's stamp should be inserted on the Provisional Allotment Letter.The person lodging the Provisional Allotment Letter with payment or, as applicable, the person using the Computershare online facility (the "applicant"), including any person who appears to the Receiving Agent to be acting on behalf of some other person, shall thereby be deemed to agree to provide the Receiving Agent and/or the Company with such information and other evidence as the Receiving Agent may require to satisfy the verification of identity requirements. Submission of a Provisional Allotment Letter or, as applicable, payment using the Computershare online facility will constitute a warranty that the Money Laundering Regulations will not be breached by the acceptance of the remittance and an undertaking by the applicant to provide promptly to the Receiving Agent such information as may be specified by the Receiving Agent and/or the Company as being required for the purpose of the Money Laundering Regulations.

If the Receiving Agent determines that the verification of identity requirements apply to any applicant or application, the relevant New Ordinary Shares (notwithstanding any other term of the Rights Issue) will not be issued to the relevant applicant unless and until the verification of identity requirements have been satisfied in respect of that applicant or application. The Receiving Agent is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any applicant or application and whether such requirements have been satisfied, and none of the Receiving Agent, the Company nor the Banks will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.

If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays and potential rejection of an application. If, within a reasonable period of time following a request for verification of identity, the Receiving Agent has not received evidence satisfactory to it as aforesaid, the Company may, in its absolute discretion, treat the relevant application as invalid, in which event the application monies will be returned (at the applicant's risk) without interest to the account of the bank or building society on which the relevant cheque or banker's draft was drawn, or, as applicable, the relevant account of the bank or building society from which the relevant funds were debited.

The verification of identity requirements will not usually apply if:

(a) the applicant is a regulated UK broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations;
(b) the applicant is an organisation required to comply with the EU Money Laundering Directive 2005/60/EC of the European Parliament and of the EC Council of 26 October 2005;
(c) the applicant (not being an applicant who delivers his/her application in person) makes payment by way of a cheque drawn on an account in the name of such applicant; or
(d) the aggregate price for taking up the relevant New Ordinary Shares is less than €15,000 (approximately £13,142).

Where the verification of identity requirements apply, satisfaction of these requirements may be facilitated in the following ways:

(i) if payment is made by building society cheque (not being a cheque drawn on an account of the applicant) or banker's draft, by the building society or bank endorsing on the cheque or draft the applicant's name and the number of an account held in the applicant's name at such building society or bank, such endorsement being validated by a stamp and an authorised signature; or
(ii) if the Provisional Allotment Letter is lodged with payment by an agent which is an organisation of the kind referred to in sub-paragraph (a) above or which is subject to anti-money laundering regulations in a country which is a member of the Financial Action Task Force (the non-EU members of which are Argentina, Australia, Brazil, Canada, Gibraltar, Hong Kong, Iceland, Japan, Mexico, New Zealand, Norway, the Russian Federation, Singapore, South Africa, Switzerland, Turkey and the United States), the agent should provide with the Provisional Allotment Letter(s) written confirmation that it has that status and written assurance that it has obtained and recorded evidence of the identity of the person for whom it acts and that it will on demand make such evidence available to the Receiving Agent, the Company and/or any relevant regulatory or investigatory authority; or
(iii) if a Provisional Allotment Letter is lodged by hand by the applicant in person, he/she should ensure that he/she has with him/her evidence of identity bearing his photograph (for example, his/her passport) and evidence of his/her address (for example, a utility bill).

To confirm the acceptability of any written assurance referred to above, or in any other case, the applicant should contact the Receiving Agent. The telephone number of the Receiving Agent is 0870 702 0138 if calling from within the United Kingdom or +44 870 702 0138 if calling from outside the United Kingdom or +852 2862 8699 if calling from within Hong Kong.

(d) Dealings in Nil Paid Rights

Dealings on the London Stock Exchange in the Nil Paid Rights are expected to commence at 8.00 a.m. on 22 October 2010. A transfer of Nil Paid Rights can be made by renunciation of the Provisional Allotment Letter in accordance with the instructions printed on it and delivery of the Provisional Allotment Letter to the transferee or to a stockbroker, bank or other appropriate financial adviser. Nil Paid Rights cannot be so transferred after an election has been made under the Computershare online facility. The latest time and date for registration of renunciation of Provisional Allotment Letters, nil paid, is 11.00 a.m. on 5 November 2010.

(e) Dealings in Fully Paid Rights

After acceptance of the provisional allotment and payment in full in accordance with the provisions set out in this document and the Provisional Allotment Letter, the Fully Paid Rights may be transferred by renunciation of the relevant fully paid Provisional Allotment Letter and lodging of the same, by post to Computershare, Corporate Actions 2, Bristol BS99 6AG, or by hand (during normal business hours) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE so as to be received as soon as possible and not later than 11.00 a.m. on 5 November 2010. To do this, Qualifying Non-CREST Shareholders will need to have their fully paid Provisional Allotment Letter returned to them after the acceptance has been effected by the Receiving Agent. However, fully paid Provisional Allotment Letters will not be returned to Qualifying Non-CREST Shareholders unless their return is requested by ticking Box 4 in Form X on page 2 of the Provisional Allotment Letter.

After 8 November 2010, the New Ordinary Shares will be in registered form and transferable in the usual way.

(f) Renunciation and splitting of Provisional Allotment Letters

Qualifying Non-CREST Shareholders who wish to transfer all (and not some only) of their Nil Paid Rights represented by a Provisional Allotment Letter or, after acceptance of the provisional allotment and payment in full, Fully Paid Rights comprised in a Provisional Allotment Letter may (save as required by the laws of certain overseas jurisdictions) renounce such allotment by completing and signing Form X on page 2 of the Provisional Allotment Letter (if it is not already marked "Original Duly Renounced") and passing the entire Provisional Allotment Letter to their stockbroker, bank or other appropriate financial adviser or to the transferee. Once a Provisional Allotment Letter has been renounced, it will become a negotiable instrument in bearer form and the Nil Paid Rights or Fully Paid Rights (as appropriate) comprised in such Provisional Allotment Letter may be transferred by delivery of such Provisional Allotment Letter to the transferee. The transferee may then register the transfer by completing Form Y on page 2 of the Provisional Allotment Letter and delivering the Provisional Allotment Letter together, in the case of a transferee of Nil Paid Rights, with a cheque or banker's draft for the full amount payable on acceptance to Computershare, Corporate Actions 2, Bristol BS99 6AG, or by hand (during normal business hours) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE. The latest time and date for registration of renunciation of Provisional Allotment Letters is 11.00 a.m. on 5 November 2010. Qualifying Non-CREST Shareholders who have made an election under the Computershare online facility cannot thereafter renounce their Nil Paid Rights.

If a holder of a Provisional Allotment Letter wishes to take up some, but not all, of the rights to the New Ordinary Shares registered in his/her name other than through the Computershare online facility and to transfer the remainder, or wishes to transfer all the Nil Paid Rights, or (if relevant) Fully Paid Rights, but to different persons, he/she may have the Provisional Allotment Letter split, for which purpose he/she must sign and date Form X on page 2 of the Provisional Allotment Letter. The Provisional Allotment Letter and covering letter must then be delivered by post to Computershare, Corporate Actions 2, Bristol BS99 6AG, or by hand (during normal business hours) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE so as to be received as soon as possible but not later than 3.00 p.m. on 3 November 2010, to be cancelled and exchanged for the split Provisional Allotment Letters required. The number of split Provisional Allotment Letters required and the number of Nil Paid Rights or (as appropriate) Fully Paid Rights to be comprised in each split Provisional Allotment Letter should be stated in an accompanying letter.The aggregate of the Nil Paid Rights or (if appropriate) Fully Paid Rights stated in the letter must be equal to the number of New Ordinary Shares provisionally allotted to such holder as stated in Box 2 on page 1 of the Provisional Allotment Letter. Form X on page 2 of split Provisional Allotment Letters will be marked "Original Duly Renounced" before issue. Any split Provisional Allotment Letters representing the New Ordinary Shares which a holder wishes to accept should be delivered together with the cheque or banker's draft in Pounds Sterling for the appropriate amount, in either case made payable to "Standard Chartered PLC Rights Issue" and crossed "A/C payee only" to Computershare, Corporate Actions 2, Bristol BS99 6AG, or by hand (during normal business hours) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE so as to be received by 11.00 a.m. on 5 November 2010, the latest time and date for acceptance. The Receiving Agent will hold such monies on behalf of J.P. Morgan Cazenove, who is acting as principal, but subject to the requirement that the monies can only be applied in acquiring redeemable preference shares in Standard Chartered Jersey as provided in paragraph 11 of this Part IX. Any split Provisional Allotment Letters representing New Ordinary Shares which a holder does not wish to take up should be delivered to the renouncee(s) or the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the renouncee.

Alternatively, Qualifying Non-CREST Shareholders who wish to take up some of their Nil Paid Rights other than through the Computershare online facility, without selling or transferring the remainder, should complete Form X on the original Provisional Allotment Letter and return it by post to Computershare, Corporate Actions 2, Bristol BS99 6AG, or by hand (during normal business hours) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, together with a covering letter confirming the number of Nil Paid Rights to be taken up and a cheque or banker's draft in Pounds Sterling made payable to "Standard Chartered PLC Rights Issue" and crossed "A/C payee only" and with the Shareholder Reference Number, which appears on page 1 of the Provisional Allotment Letter, written on the reverse of the cheque or banker's draft to pay for this number of New Ordinary Shares. In this case, the Provisional Allotment Letter and cheque or banker's draft must be received by the Receiving Agent by 11.00 a.m. on 5 November 2010, being the last date and time for acceptance and payment. The Receiving Agent will hold such monies on behalf of J.P. Morgan Cazenove, who is acting as principal, but subject to the requirement that the monies can only be applied in acquiring redeemable preference shares in Standard Chartered Jersey as provided in paragraph 11 of this Part IX.

The Receiving Agent, the Company and/or the Banks reserve the right to refuse to register any renunciation in favour of any person in respect of which the Receiving Agent, the Company and/or the Banks believe such renunciation may violate applicable legal or regulatory requirements including (without limitation) any renunciation in the name of any person with an address outside the United Kingdom, the Republic of Ireland, France or Hong Kong. In addition, no renunciation of a Provisional Allotment Letter will be accepted where an election has been made under the Computershare online facility in respect of the New Ordinary Shares to which the Provisional Allotment Letter relates.

(g) Registration in names of Qualifying Non-CREST Shareholders

A Qualifying Non-CREST Shareholder who wishes to have all the New Ordinary Shares to which he/she is entitled registered in his/her name must accept and make payment for such allotment in accordance with the provisions set out in this document, the Provisional Allotment Letter, and, as applicable, the Computershare online facility, but need take no further action.

(h) Registration in names of persons other than Qualifying Non-CREST Shareholders originally entitled

To register Fully Paid Rights in certificated form in the name of someone other than the Qualifying Shareholder(s) originally entitled, provided that neither the Qualifying Shareholder nor any renouncee has a registered address, or is resident or located, in an Excluded Territory, the renouncee or his/her agent(s) must complete Form Y on page 2 of the Provisional Allotment Letter (unless the renouncee is a CREST member who wishes to hold such New Ordinary Shares in uncertificated form, in which case Form X and the CREST Deposit Form (both on page 2 of the Provisional Allotment Letter) must be completed – see paragraph 4 of this Part IX) and lodge the entire Provisional Allotment Letter, when fully paid, by post to Computershare, Corporate Actions 2, Bristol BS99 6AG, or by hand (during normal business hours) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE so as to be received as soon as possible and not later than 11.00 a.m. on 5 November 2010. Registration of renunciation cannot be effected unless and until the New Ordinary Shares comprised in a Provisional Allotment Letter are fully paid.

The New Ordinary Shares comprised in several Provisional Allotment Letters (duly renounced where applicable) may be registered in the name of one holder (or joint holders). To consolidate the rights attached to two or more Provisional Allotment Letters, Form Y on page 2 of the Provisional Allotment Letter must be completed on one Provisional Allotment Letter (the "Principal Letter") and all the Provisional Allotment Letters must be delivered in one batch. Details of each Provisional Allotment Letter (including the Principal Letter) should be listed in the Consolidated Listing Form adjacent to Forms X and Y on page 2 of the Principal Letter and the provisional allotment number of the Principal Letter should be entered in the space provided in each of the other Provisional Allotment Letters.

(i) Deposit of Nil Paid Rights or Fully Paid Rights into CREST

The Nil Paid Rights or Fully Paid Rights represented by a Provisional Allotment Letter may be converted into uncertificated form, that is, deposited into CREST (whether such conversion arises as a result of a renunciation of those rights or otherwise). Similarly, Nil Paid Rights or Fully Paid Rights held in CREST may be converted into certificated form, that is, withdrawn from CREST. Subject as provided in paragraph 5 of this Part IX or in the Provisional Allotment Letter, normal CREST procedures and timings apply in relation to any such conversion.You are recommended to refer to the CREST Manual for details of such procedures.

The procedure for depositing the Nil Paid Rights or Fully Paid Rights represented by a Provisional Allotment Letter into CREST, whether such rights are to be converted into uncertificated form in the name(s) of the person(s) whose name(s) and address(es) appear on page 1 of the Provisional Allotment Letter or in the name of a person or persons to whom the Provisional Allotment Letter has been renounced, is as follows: Form X and the CREST Deposit Form (both on page 2 of the Provisional Allotment Letter) will need to be completed and the Provisional Allotment Letter deposited with the CCSS. In addition, the normal CREST Stock Deposit procedures will need to be carried out, except that (a) it will not be necessary to complete and lodge a separate CREST Transfer Form (prescribed under the Stock Transfer Act 1963) with the CCSS and (b) only the whole of the Nil Paid Rights or Fully Paid Rights represented by the Provisional Allotment Letter may be deposited into CREST. If you wish to deposit some only of the Nil Paid Rights or Fully Paid Rights represented by the Provisional Allotment Letter into CREST, you must first apply for split Provisional Allotment Letters – see paragraph 4(f) of this Part IX for details on how to do this. If the rights represented by more than one Provisional Allotment Letter are to be deposited, the CREST Deposit Form on each Provisional Allotment Letter must be completed and deposited. A "Consolidation Listing Form" must not be used.

A holder of the Nil Paid Rights (or, if appropriate, the Fully Paid Rights) represented by a Provisional Allotment Letter who is proposing to convert those rights into uncertificated form (whether following a renunciation of such rights or otherwise) is recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Nil Paid Rights (or, if appropriate, the Fully Paid Rights) in CREST following the conversion to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 5 November 2010. In particular, having regard to processing times in CREST and on the part of the Receiving Agent, the latest recommended time for depositing a renounced Provisional Allotment Letter (with Form X and the CREST Deposit Form on page 2 of the Provisional Allotment Letter duly completed), with the CCSS (to enable the person acquiring the Nil Paid Rights (or, if appropriate, the Fully Paid Rights) in CREST as a result of the conversion to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 5 November 2010) is 3.00 p.m. on 2 November 2010.

When Form X and the CREST Deposit Form (both on page 2 of the Provisional Allotment Letter) have been completed, the title to the Nil Paid Rights or the Fully Paid Rights represented by the Provisional Allotment Letter will cease forthwith to be renounceable or transferable by delivery and, for the avoidance of doubt, any entries in Form Y on page 2 of the Provisional Allotment Letter will not be recognised or acted upon by the Receiving Agent. All renunciations or transfers of the Nil Paid Rights or Fully Paid Rights must be effected through the means of the CREST system once such rights have been deposited into CREST.

CREST sponsored members should contact their CREST sponsors as only their CREST sponsors will be able to take the necessary actions to take up the entitlements or otherwise to deal with the Nil Paid Rights or Fully Paid Rights of CREST sponsored members.

(j) Issue of share certificates in respect of the New Ordinary Shares

Definitive share certificates in respect of the New Ordinary Shares to be held in certificated form are expected to be despatched by post by 12 November 2010, at the risk of persons entitled thereto, to Qualifying Non-CREST Shareholders, or their transferees who hold Fully Paid Rights in certificated form, or in the case of joint holdings, to the first-named Shareholders, at their registered address (unless lodging agent details have been completed on page 2 of the Provisional Allotment Letter). After despatch of definitive share certificates, Provisional Allotment Letters will cease to be valid for any purpose whatsoever. Pending despatch of definitive share certificates, instruments of transfer of the New Ordinary Shares will be certified by the Registrar against the register.

5. Action to be taken by Qualifying CREST Shareholders in relation to Nil Paid Rights or Fully Paid Rights in CREST

(a) General

Except for Shareholders in Excluded Territories and subject as provided in paragraph 9 of this Part IX in relation to certain Overseas Shareholders, each Qualifying CREST Shareholder is expected to receive a credit to his CREST stock account of his/her entitlement to Nil Paid Rights as soon as practicable after 8.00 a.m. on 22 October 2010. The CREST stock account to be credited will be an account under the participant ID and member account ID that apply to the Existing Ordinary Shares held on the Record Date by the Qualifying CREST Shareholder in respect of which the Nil Paid Rights are provisionally allotted.

The maximum number of New Ordinary Shares that a Qualifying CREST Shareholder may take up is that which has been provisionally allotted to that Qualifying CREST Shareholder and for which he/she receives a credit of entitlement into his/her stock account in CREST. The minimum number of New Ordinary Shares a Qualifying CREST Shareholder may take up is one.

The Nil Paid Rights constitute a separate security for the purposes of CREST and can accordingly be transferred, in whole or in part, by means of CREST in the same manner as any other security that is admitted to CREST.

If for any reason it is impracticable to credit the stock accounts of Qualifying CREST Shareholders or to enable the Nil Paid Rights, Provisional Allotment Letters shall, unless the Company and the Banks agree otherwise, be sent out in substitution for the Nil Paid Rights which have not been so credited or enabled and the expected timetable as set out in this document may, with the consent of the Banks, be adjusted as appropriate. References to dates and times in this document should be read as subject to any such adjustment. The Company will make an appropriate announcement to a Regulatory Information Service giving details of the revised dates but Qualifying CREST Shareholders may not receive any further written communication.

CREST members who wish to take up all or part of their entitlements in respect of, or otherwise to transfer all or part of, their Nil Paid Rights or Fully Paid Rights held by them in CREST should refer to the CREST Manual for further information on the CREST procedures referred to below. If you are a CREST sponsored member, you should consult your CREST sponsor if you wish to take up your entitlement as only your CREST sponsor will be able to take the necessary action to take up your entitlement or otherwise to deal with your Nil Paid Rights or Fully Paid Rights.

(b) Procedure for acceptance and payment

(i) MTM instructions

CREST members who wish to take up all or part of their entitlement in respect of Nil Paid Rights in CREST must send (or, if they are CREST sponsored members, procure that their CREST sponsor sends) an MTM instruction to Euroclear which, on its settlement, will have the following effect:

(a) the crediting of a stock account of the Receiving Agent under the participant ID and member account ID specified below, with the number of Nil Paid Rights to be taken up;
(b) the creation of a settlement bank payment obligation (as this term is defined in the CREST Manual), in accordance with the RTGS payment mechanism (as this term is defined in the CREST Manual), in favour of the RTGS settlement bank of the Receiving Agent in respect of the full amount payable on acceptance in respect of the Nil Paid Rights referred to in sub-paragraph (a) above; and
(c) the crediting of a stock account of the accepting CREST member or CREST sponsored member (being an account under the same participant ID and member account ID as the account from which the Nil Paid Rights are to be debited on settlement of the MTM instruction) of the corresponding number of Fully Paid Rights to which the CREST member is entitled on taking up his Nil Paid Rights referred to in sub-paragraph (a) above.

(ii) Contents of MTM instructions

The MTM instruction must be properly authenticated in accordance with Euroclear's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:

(a) the number of Nil Paid Rights to which the acceptance relates;
(b) the participant ID of the accepting CREST member;
(c) the member account ID of the accepting CREST member from which the Nil Paid Rights are to be debited;
(d) the participant ID of the Receiving Agent, in its capacity as a CREST receiving agent. This is 3RA38;
(e) the member account ID of the Receiving Agent, in its capacity as a CREST receiving agent. This is STANDARD;
(f) the number of Fully Paid Rights that the CREST member is expecting to receive on settlement of the MTM instruction. This must be the same as the number of Nil Paid Rights to which the acceptance relates;
(g) the amount payable by means of the CREST assured payment arrangements on settlement of the MTM instruction. This must be the full amount payable on acceptance in respect of the number of Nil Paid Rights to which the acceptance relates;
(h) the intended settlement date (which must be on or before 11.00 a.m. on 5 November 2010);
(i) the ISIN for Nil Paid Rights, which is GB00B4PZGV01;
(j) the ISIN for Fully Paid Rights, which is GB00B4KNJ438;
(k) the Corporate Action Number for the Rights Issue. This will be available by viewing the relevant corporate action details in CREST;
(l) a contact name and telephone number (in the free format shared note field); and
(m) a priority of at least 80.

(iii) Valid acceptance

An MTM instruction complying with each of the requirements as to authentication and contents set out in sub-paragraph (ii) of this paragraph 5 will constitute a valid acceptance where either:

(a) the MTM instruction settles by not later than 11.00 a.m. on 5 November 2010; or
(b) at the discretion of the Company and the Banks: (i) the MTM instruction is received by Euroclear by not later than 11.00 a.m. on 5 November 2010; (ii) the number of Nil Paid Rights inserted in the MTM instruction is credited to the CREST stock member account of the accepting CREST member specified in the MTM instruction at 11.00 a.m. on 5 November 2010; and (iii) the relevant MTM instruction settles by 2.00 p.m. on 5 November 2010 (or such later date as the Company has determined).

An MTM instruction will be treated as having been received by Euroclear for these purposes at the time at which the instruction is processed by the Network Provider's Communications Host (as this term is defined in the CREST Manual) at Euroclear of the network provider used by the CREST member (or by the CREST sponsored member's CREST sponsor). This will be conclusively determined by the input time stamp applied to the MTM instruction by the Network Provider's Communications Host.

(iv) Representations, warranties and undertakings of CREST members

A CREST member or CREST sponsored member who makes a valid acceptance in accordance with this paragraph 5 represents, warrants and undertakes to the Company and the Banks that he/she has taken (or procured to be taken), and will take (or will procure to be taken), whatever action is required to be taken by him/her or by his/her CREST sponsor (as appropriate) to ensure that the MTM instruction concerned is capable of settlement at 11.00 a.m. on 5 November 2010 and remains capable of settlement at all times after that until 2.00 p.m. on 5 November 2010 (or until such later time and date as the Company and the Banks may determine). In particular, the CREST member or CREST sponsored member represents, warrants and undertakes that at 11.00 a.m. on 5 November 2010 and at all times thereafter until 2.00 p.m. on 5 November 2010 (or until such later time and date as the Company and the Banks may determine) there will be sufficient Headroom within the Cap (as those terms are defined in the CREST Manual) in respect of the cash memorandum account to be debited with the amount payable on acceptance to permit the MTM instruction to settle. CREST sponsored members should contact their CREST sponsor if they are in any doubt.

If there is insufficient Headroom within the Cap (as those terms are defined in the CREST manual) in respect of the cash memorandum account of a CREST member or CREST sponsored member for such amount to be debited or the CREST member's or CREST sponsored member's acceptance is otherwise treated as invalid and New Ordinary Shares have already been allotted to such CREST member or CREST sponsored member, the Company and the Banks may (in their absolute discretion as to manner, timing and terms) make arrangements for the sale of such shares on behalf of that CREST member or CREST sponsored member and hold the proceeds of sale (net of the Company's reasonable estimate of any loss that they have suffered as a result of the acceptance being treated as invalid and of the expenses of sale including, without limitation, any stamp duty or SDRT payable on the transfer of such shares, and of all amounts payable by the CREST member or CREST sponsored member pursuant to the provisions of this Part IX in respect of the acquisition of such shares) on behalf of such CREST member or CREST sponsored member. None of the Company, the Banks nor any other person shall be responsible for, or have any liability for, any loss, expenses or damage suffered by such CREST member or CREST sponsored member as a result.

(v) CREST procedures and timings

CREST members and CREST sponsors (on behalf of CREST sponsored members) should note that Euroclear does not make available special procedures in CREST for any particular corporate action.

Normal system timings and limitations will therefore apply in relation to the input of an MTM instruction and its settlement in connection with the Rights Issue. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST sponsored member, to procure that his CREST sponsor takes) the action necessary to ensure that a valid acceptance is received as stated above by 11.00 a.m. on 5 November 2010. In this regard, CREST members and (where applicable) CREST sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

(vi) CREST member's undertaking to pay

A CREST member or CREST sponsored member, who makes a valid acceptance in accordance with the procedures set out in this paragraph 5: (a) undertakes to pay to J.P. Morgan Cazenove, or procure the payment to J.P. Morgan Cazenove of, the amount payable in Pounds Sterling on acceptance in accordance with the above procedures or in such other manner as J.P. Morgan Cazenove may require (it being acknowledged that, where payment is made by means of the RTGS payment mechanism (as defined in the CREST Manual) the creation of a RTGS settlement bank payment obligation in Pounds Sterling in favour of the Receiving Agent's RTGS settlement bank (as defined in the CREST Manual), in accordance with the RTGS payment mechanism shall, to the extent of the obligation so created, discharge in full the obligation of the CREST member (or CREST sponsored member) to pay to J.P. Morgan Cazenove the amount payable on acceptance); and (b) requests that the Fully Paid Rights and/or New Ordinary Shares, to which they will become entitled, be issued to them on the terms set out in this document and subject to the Articles. Any amount so paid will be held on behalf of J.P. Morgan Cazenove, which is acting as principal, but subject to the requirement that the monies can only be applied in acquiring redeemable preference shares in Standard Chartered Jersey as provided in paragraph 11 of this Part IX.

If the payment obligations of the relevant CREST member in relation to such New Ordinary Shares are not discharged in full and such New Ordinary Shares have already been allotted to the CREST member or CREST sponsored member, the Company and the Banks may (in their absolute discretion as to the manner, timing and terms) make arrangements for the sale of such shares on behalf of that CREST member or CREST sponsored member and hold the proceeds of sale (net of expenses including, without limitation, any stamp duty or SDRT payable on the transfer of such shares, and all amounts payable by the CREST member or CREST sponsored member pursuant to the provisions of this Part IX in respect of the acquisition of such shares) or an amount equal to the original payment of the CREST member or CREST sponsored member (whichever is lower) on trust for such CREST member or CREST sponsored member. In these circumstances, none of the Company, the Banks or any other person shall be responsible for, or have any liability for, any loss, expenses or damage suffered by any CREST member or CREST sponsored member as a result.

(vii) Discretion as to rejection and validity of acceptances

The Company and the Banks may (in their absolute discretion):

(a) reject any acceptance constituted by an MTM instruction, which is otherwise valid, in the event of breach of any of the representations, warranties and undertakings set out or referred to in this paragraph 5. Where an acceptance is made as described in this paragraph 5 which is otherwise valid, and the MTM instruction concerned fails to settle by 2.00 p.m. on 5 November 2010 (or by such later time and date as the Company and the Banks may determine), the Company and the Banks shall be entitled to assume, for the purposes of their right to reject an acceptance as described in this paragraph 5, that there has been a breach of the representations, warranties and undertakings set out or referred to in this paragraph 5;
(b) treat as valid (and binding on the CREST member or CREST sponsored member concerned) an acceptance which does not comply in all respects with the requirements as to validity set out or referred to in this paragraph 5;
(c) accept an alternative properly authenticated dematerialised instruction from a CREST member or (where applicable) a CREST sponsor as constituting a valid acceptance in substitution for, or in addition to, an MTM instruction and subject to such further terms and conditions as the Company and the Banks may determine;
(d) treat a properly authenticated dematerialised instruction (in this sub-paragraph the "first instruction") as not constituting a valid acceptance if, at the time at which the Receiving Agent receives a properly authenticated dematerialised instruction giving details of the first instruction, either the Company or the Receiving Agent has received actual notice from Euroclear of any of the matters specified in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 in relation to the first instruction. These matters include notice that any information contained in the first instruction was incorrect or notice of lack of authority to send the first instruction; and
(e) accept an alternative instruction or notification from a CREST member or (where applicable) a CREST sponsor, or extend the time for acceptance and/or settlement of an MTM instruction or any alternative instruction or notification if, for reasons or due to circumstances outside the control of any CREST member or CREST sponsored member or (where applicable) CREST sponsor, the CREST member or CREST sponsored member is unable validly to take up all or part of his Nil Paid Rights by means of the above procedures. In normal circumstances, this discretion is only likely to be exercised in the event of an interruption, failure or breakdown of CREST (or of any part of CREST) or on the part of facilities and/or systems operated by the Receiving Agent in connection with CREST.

(c) Money Laundering Regulations

If you hold your Nil Paid Rights in CREST and apply to take up all or part of your entitlement as agent for one or more persons and you are not a UK or EU regulated person or institution (e.g. a UK financial institution), then, irrespective of the value of the application, the Receiving Agent is required to take reasonable measures to establish the identity of the person or persons (or the ultimate controller of such person or persons) on whose behalf you are making the application. You must therefore contact the Receiving Agent before sending any MTM instruction or other instruction so that appropriate measures may be taken.

Submission of an MTM instruction which constitutes, or which may on its settlement constitute, a valid acceptance as described above constitutes a warranty and undertaking by the applicant to provide promptly to the Receiving Agent any information the Receiving Agent may specify as being required for the purposes of the Money Laundering Regulations or FSMA. Pending the provision of evidence satisfactory to the Receiving Agent as to identity, the Receiving Agent, having consulted with the Company and the Banks, may take, or omit to take, such action as it may determine to prevent or delay settlement of the MTM instruction. If satisfactory evidence of identity has not been provided within a reasonable time, then the Receiving Agent will not permit the MTM instruction concerned to proceed to settlement but without prejudice to the right of the Company and/or the Banks to take proceedings to recover any loss suffered by it/them as a result of failure by the applicant to provide satisfactory evidence.

(d) Dealings in Nil Paid Rights in CREST

Dealings in the Nil Paid Rights on the London Stock Exchange are expected to commence at 8.00 a.m. on 22 October 2010. A transfer (in whole or part) of Nil Paid Rights can be made by means of CREST in the same manner as any other security that is admitted to CREST. The Nil Paid Rights are expected to be disabled in CREST after the close of CREST business on 5 November 2010.

(e) Dealings in Fully Paid Rights in CREST

After acceptance of the provisional allotment and payment in full in accordance with the provisions set out in this document, the Fully Paid Rights may be transferred (in whole or in part) by means of CREST in the same manner as any other security that is admitted to CREST. The last time for settlement of any transfer of Fully Paid Rights in CREST is expected to be 11.00 a.m. on 5 November 2010.The Fully Paid Rights are expected to be disabled in CREST after the close of CREST business on 5 November 2010.

After 8 November 2010, the New Ordinary Shares will be registered in the name(s) of the person(s) entitled to them in the Company's register of members and will be transferable by means of CREST in the usual way.

(f) Withdrawal of Nil Paid Rights or Fully Paid Rights from CREST

Nil Paid Rights or Fully Paid Rights held in CREST may be converted into certificated form, that is, withdrawn from CREST. Normal CREST procedures (including timings) apply in relation to any such conversion.

The recommended latest time for receipt by Euroclear of a properly authenticated dematerialised instruction requesting withdrawal of Nil Paid Rights or, if appropriate, Fully Paid Rights, from CREST is 4.30 p.m. on 1 November 2010, so as to enable the person acquiring or (as appropriate) holding the Nil Paid Rights or, if appropriate, Fully Paid Rights, following the conversion to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 5 November 2010. It is recommended that you refer to the CREST Manual for details of such procedures.

(g) Issue of New Ordinary Shares in CREST

Fully Paid Rights in CREST are expected to be disabled in CREST after the close of CREST business on 5 November 2010 (the latest date for settlement of transfers of Fully Paid Rights in CREST). New Ordinary Shares will be issued in uncertificated form to those persons registered as holding Fully Paid Rights in CREST at the close of business on the date on which the Fully Paid Rights are disabled. The Receiving Agent will instruct Euroclear to credit the appropriate stock accounts of those persons (under the same participant ID and member account ID that applied to the Fully Paid Rights held by those persons) with their entitlements to New Ordinary Shares with effect as soon as possible after 8.00 a.m. from the next Business Day (expected to be 8 November 2010).

(h) Right to allot/issue in certificated form

Notwithstanding any other provision of this document, the Company reserves the right to allot and to issue any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in certificated form. In normal circumstances, this right is only likely to be exercised by the Company in the event of an interruption, failure or breakdown of CREST (or of any part of CREST) or of a part of the facilities and/or systems operated by the Receiving Agent in connection with CREST or otherwise if it has first obtained the Banks' written consent.

6. Action to be taken by Qualifying Non-CCASS Shareholders and Qualifying CCASS Shareholders

(a) General

Where this document has been sent to HK Shareholders, a Provisional Allotment Letter has been enclosed with this document entitling Qualifying Non-CCASS Shareholders to whom it is addressed to take up the number of New Ordinary Shares shown therein. The latest time and date for acceptance and payment in full is 4.00 p.m. (Hong Kong time) on 5 November 2010.

(b) Procedure for acceptance and payment

(i) Qualifying Non-CCASS Shareholders who wish to accept in full

If a Qualifying Non-CCASS Shareholder wishes to accept all Nil Paid Rights provisionally allotted to him/her as specified in the Provisional Allotment Letter, he/she must lodge the Provisional Allotment letter, together with a cheque or cashier's order in Hong Kong dollars and in either case made payable to "Standard Chartered PLC Rights Issue" and crossed "Account Payee Only" for the full amount payable on acceptance, with the HK Registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong so as to be received as soon as possible and in any event no later than 4.00 p.m. (Hong Kong time) on 5 November 2010. A reply-paid envelope is enclosed with the Provisional Allotment Letter for the purposes of returning the Provisional Allotment Letter by post and is for use in Hong Kong only. Qualifying Non-CCASS Shareholders who lodge their Provisional Allotment Letter within Hong Kong by post are recommended to allow at least four working days for delivery. The HK Registrar will hold such monies on behalf of J.P. Morgan Cazenove, who is acting as principal, but subject to the requirement that the monies can only be applied in acquiring redeemable preference shares in Standard Chartered Jersey as provided in paragraph 11 of this Part IX.

It should be noted that unless the Provisional Allotment Letter, together with the appropriate remittance, has been lodged with the HK Registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by 4.00 p.m. (Hong Kong time) on 5 November 2010, whether by the original allottee or any person in whose favour the rights have been validly transferred, that provisional allotment and all rights thereunder will be deemed to have been declined and will lapse.

(ii) Qualifying Non-CCASS Shareholders who wish to accept in part

Qualifying Non-CCASS Shareholders who wish to take up some but not all of their Nil Paid Rights should refer to paragraph (vi) below.

(iii) Discretion as to validity of acceptances

If payment is not received in full by 4.00 p.m. (Hong Kong time) on 5 November 2010, the provisional allotment will be deemed to have been declined and will lapse.

The Company and the Banks may also (in their absolute discretion) treat a Provisional Allotment Letter as valid and binding on the person(s) by whom or on whose behalf it is lodged even if it is not completed in accordance with the relevant instructions or is not accompanied by a valid power of attorney (where required).

The Company and the Banks reserve the right to treat as invalid any acceptance or purported acceptance of the New Ordinary Shares that appears to the Company or the Banks to have been executed in, despatched from or that provides an address for delivery of definitive share certificates for New Ordinary Shares in any of the United States or any of the Excluded Territories. New Ordinary Shares can only be registered on the Hong Kong register if the allottee has an address in Hong Kong.

A Qualifying Non-CCASS Shareholder who makes a valid acceptance and payment in accordance with this paragraph is deemed to request that the New Ordinary Shares to which they will become entitled be issued to them on the terms set out in this document and the Provisional Allotment Letter, and subject to the Articles.

(iv) Payments

All payments made by a Qualifying Non-CCASS Shareholder must be in Hong Kong dollars and made by cheque drawn on a bank account with, or by cashier's order issued by, a licensed bank in Hong Kong and in either case made payable to "Standard Chartered PLC Rights Issue" and crossed "Account Payee Only". Qualifying Non-CCASS Shareholders should write their name and Shareholder Reference Number (indicated at the top of page 1 of the Provisional Allotment Letter) on the back of the cheque or cashier's order. All cheques or cashier's orders in Hong Kong dollars for the New Ordinary Shares will be presented for payment immediately upon receipt and no interest shall accrue thereon. The Company and the Banks may elect to treat as invalid any acceptance in respect of which the cheque or cashier's order is dishonoured on first presentation and in such case, all rights under the Provisional Allotment Letter will be deemed to have been declined and will lapse. If New Ordinary Shares have already been allotted to Qualifying Non-CCASS Shareholders prior to any payment not being so honoured or such Qualifying Non-CCASS Shareholder's acceptance being treated as invalid, the Company and the Banks may, in their absolute discretion as to manner, timing and terms, make arrangements for the sale of such shares on behalf of those Qualifying Non-CCASS Shareholders and hold the proceeds of sale (net of the Company's reasonable estimate of any loss that it has suffered as a result of the acceptance being treated as invalid and of the expenses of sale including, without limitation, any stamp duty or SDRT payable on the transfer of such shares, and of all amounts payable by such Qualifying Non-CCASS Shareholders pursuant to the terms of the Rights Issue in respect of the acquisition of such shares) on behalf of such Qualifying Non-CCASS Shareholders. None of the Company, the Banks or any other person shall be responsible for, or have any liability for, any loss, expenses or damage suffered by Qualifying Non-CCASS Shareholders as a result.

(v) Dealings in Nil Paid Rights

Dealings on the Main Board of the Hong Kong Stock Exchange in the Nil Paid Rights are expected to commence at 9.30 a.m. (Hong Kong time) on 25 October 2010 and will cease at 4.00 p.m. (Hong Kong time) on 2 November 2010. A transfer of Nil Paid Rights can be made by a renunciation of the Provisional Allotment Letter in accordance with the instructions printed on it and delivery of the Provisional Allotment Letter to the transferee or broker. The latest time and date for registration of renunciation of Provisional Allotment Letters, nil paid, is 4.00 p.m. (Hong Kong time) on 5 November 2010.

(vi) Transfer and splitting of Provisional Allotment Letters

If a Qualifying Non-CCASS Shareholder wishes to take up only part of his/her Nil Paid Rights under the Provisional Allotment Letter or transfer a part of his/her rights to take up New Ordinary Shares provisionally allotted to him/her under the Provisional Allotment Letter or to transfer all or part of his/her rights to more than one person, he/she should arrange for the splitting of the Provisional Allotment Letter. In order to split the Provisional Allotment Letter, the original Provisional Allotment Letter must be surrendered and lodged in person for cancellation together with a covering letter stating clearly the number of split Provisional Allotment Letters required and the number of Nil Paid Rights to be comprised in each split Provisional Allotment Letter (which, in aggregate, should be equal to the number of New Ordinary Shares provisionally allotted to such holder as stated in Box B of Form A of the Provisional Allotment Letter) by no later than 4.30 p.m. (Hong Kong time) on 28 October 2010 with the HK Registrar, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, who will cancel the original Provisional Allotment Letter and issue split Provisional Allotment Letters in the denominations required. The split Provisional Allotment Letters will be available for collection from the HK Registrar, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong from 9.00 a.m. (Hong Kong time) on the second HK Business Day after the surrender of the original Provisional Allotment Letter.

If a Qualifying Non-CCASS Shareholder wishes to transfer all of his/her Nil Paid Rights under the Provisional Allotment Letter (or the split Provisional Allotment Letter, as the case may be) to another person, he/she should complete and sign Form B on page 2 of the Provisional Allotment Letter and hand the Provisional Allotment Letter to the person to or through whom he/she is transferring his/her Nil Paid Rights. The transferee must then complete and sign Form C on page 2 of the Provisional Allotment Letter and lodge the Provisional Allotment Letter intact together with a remittance for the full amount payable on acceptance with the HK Registrar to effect the transfer by not later than 4.00 p.m. (Hong Kong time) on 5 November 2010. The HK Registrar will hold such monies on behalf of J.P. Morgan Cazenove, who is acting as principal, but subject to the requirement that the monies can only be applied in acquiring redeemable preference shares in Standard Chartered Jersey as provided in paragraph 11 of this Part IX.

The Company and the Banks reserve the right to refuse to register any transfer in favour of any person in respect of which the Company or the Banks believe such transfer may violate applicable legal or regulatory requirements, including (without limitation) any transfer to any person who is resident outside the United Kingdom or Hong Kong. New Ordinary Shares can only be registered on the Hong Kong register if the allottee has an address in Hong Kong. If a Qualifying Non-CCASS Shareholder transfers his or her Nil Paid Rights under the Provisional Allotment Letter to a person with a registered address outside Hong Kong (but, subject to certain exceptions, not within the United States or any Excluded Territory) any New Ordinary Shares to which they become entitled will be registered on the UK register.

(vii) Registration in names of Qualifying Non-CCASS Shareholders

A Qualifying Non-CCASS Shareholder who wishes to have all of the New Ordinary Shares to which he/she is entitled registered in his/her name must accept and make payment for such allotment in accordance with the provisions set out in this document and the Provisional Allotment Letter.

(c) Action to be taken by Qualifying CCASS Shareholders

If you are a Qualifying CCASS Shareholder whose Existing Ordinary Shares are deposited in CCASS and registered in the name of HKSCC Nominees, and you wish to acquire the New Ordinary Shares provisionally allotted to you, or to sell your Nil Paid Rights or split your Nil Paid Rights, you should (unless you are a CCASS Participant) contact your Intermediary and provide your Intermediary with instructions or make arrangements with your Intermediary in relation to the acceptance or transfer of the Nil Paid Rights.

Such instructions and/or arrangements should be given or made in advance of the relevant dates stated in the section headed "Expected timetables of principal events" and otherwise in accordance with the requirements of your Intermediary in order to allow your Intermediary sufficient time to ensure that your instructions are given effect. The procedure for acceptance, transfer and/or splitting by CCASS Participants of the New Ordinary Shares provisionally allotted to CCASS stock accounts in respect of the Ordinary Shares registered in the name of HKSCC Nominees shall be in accordance with the "General Rules of CCASS", the "CCASS Operational Procedures" and any other requirements of CCASS.

The procedures for acceptance, transfer and/or splitting of New Ordinary Shares provisionally allotted to Qualifying CCASS Shareholders who are CCASS Participants shall be in accordance with the "General Rules of CCASS", the "CCASS Operational Procedures" and any other requirements of CCASS. Qualifying CCASS Shareholders who are CCASS Participants should contact CCASS and provide CCASS with instructions or make arrangements with CCASS in relation to the manner in which such Qualifying CCASS Shareholders' interests in New Ordinary Shares should be dealt with.

7. Application for listing on the Main Board of the Hong Kong Stock Exchange

Application has been made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the New Ordinary Shares, in both nil paid and fully paid forms on the Main Board of the Hong Kong Stock Exchange. The New Ordinary Shares do not constitute a new class of securities to be listed on the Main Board of the Hong Kong Stock Exchange.

Subject to the granting of listing of, and permission to deal in, the New Ordinary Shares in their nil paid and fully paid forms on the Main Board of the Hong Kong Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the New Ordinary Shares in their nil paid and fully paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement date of dealings in the New Ordinary Shares in their nil paid and fully paid forms or such other dates as determined by HKSCC. Settlement of transactions between participants of the Hong Kong Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Nil Paid Rights are expected to be traded in board lots of 50 (as the Existing Ordinary Shares are currently traded on the Hong Kong Stock Exchange in board lots of 50). Dealings in the nil paid and fully paid New Ordinary Shares will be subject to the payment of stamp duty in Hong Kong.

8. Procedure in respect of New Ordinary Shares not taken up and withdrawal rights

(a) Procedure in respect of New Ordinary Shares not taken up

If an entitlement to New Ordinary Shares is not validly taken up in accordance with the procedure laid down for acceptance and payment, then that provisional allotment shall be deemed to have been declined and will lapse. The Joint Bookrunners will use reasonable endeavours to procure, by not later than the close of business on 8 November 2010, acquirers for all (or as many as possible) of those New Ordinary Shares not taken up if a price per New Ordinary Share at least equal to the total of (a) the Issue Price (in Pounds Sterling) and (b) the expenses of procuring such acquirers (including any applicable brokerage, commissions, currency conversion costs and any amounts in respect of value added tax which are not recoverable) can be obtained.

New Ordinary Shares for which acquirers are procured on this basis will be re-allotted to such acquirers and the aggregate of any premiums (being the amount paid by such acquirers after deducting (a) the Issue Price (in Pounds Sterling) and (b) the expenses of procuring such acquirers, including any applicable brokerage, commissions, currency conversion costs and any amounts in respect of value added tax which are not recoverable), if any, will be paid (without interest) to those persons entitled to lapsed provisional allotments as set out below pro rata to the relevant lapsed provisional allotments:

(i) where the Nil Paid Rights were, at the time they lapsed, represented by a Provisional Allotment Letter, to the person whose name and address appeared on page 1 of the Provisional Allotment Letter (unless that person is covered by (iii) below);
(ii) where the Nil Paid Rights were, at the time they lapsed, in uncertificated form, to the person registered as the holder of those Nil Paid Rights at the time of their disablement in CREST or CCASS (unless that person is covered by (iii) below); and
(iii) where an entitlement to New Ordinary Shares was not taken up by an Overseas Shareholder with a registered address in the United States or any of the Excluded Territories, to that Overseas Shareholder,

save that no payment will be made of individual amounts of less than £5.00 (five Pounds Sterling) (or its equivalent in Hong Kong dollars), which amounts will be aggregated and will ultimately accrue to the benefit of the Company.

Notwithstanding the above, the Joint Bookrunners may cease to endeavour to procure any such acquirers if, in the opinion of the Joint Bookrunners, it is unlikely that any such acquirers can be so procured at such a price by such time. If and to the extent that acquirers cannot be procured on the basis outlined above, the relevant New Ordinary Shares not taken up will be acquired by the Banks as principals pursuant to the Underwriting Agreement or by sub-underwriters or placees procured by the Banks, in each case, at the Issue Price (in Pounds Sterling).

Any transactions undertaken pursuant to this paragraph 8 shall be deemed to have been undertaken at the request of the persons entitled to the lapsed provisional allotments and none of the Company, the Banks, the Joint Bookrunners or any other person procuring acquirers shall be responsible or have any liability whatsoever for any loss or damage (whether actual or alleged) arising from the terms of or timing of any such acquisition, the market on which such transaction is carried out, any decision not to endeavour to procure acquirers or the failure to procure acquirers on the basis described above. The Banks and Joint Bookrunners will be entitled to retain any brokerage fees, commission or other benefits realised in connection with these arrangements. Cheques for the amounts due (if any) to persons entitled to lapsed provisional allotments will be sent in Pounds Sterling to UK Shareholders and Hong Kong dollars to HK Shareholders, by post, at the risk of the person(s) entitled, to their registered addresses (in the case of joint holders, to the registered address of the first named), provided that where any entitlement concerned was held in CREST, the amount due will be satisfied by the Company procuring the creation of an assured payment obligation in favour of the relevant CREST member's (or CREST sponsored member's) RTGS settlement bank in respect of the cash amount concerned in accordance with the RTGS payment mechanism or in such other manner as the Company (in its absolute discretion) determines.

Shareholders will not be entitled to apply for New Ordinary Shares in excess of their entitlement.

(b) Withdrawal rights

Persons wishing to exercise statutory withdrawal rights under section 87Q(4) of FSMA after a supplementary prospectus (if any) in respect of this document has been published by the Company, must do so by sending a written notice of withdrawal which must include the account number, the full name and address of the person wishing to exercise such right of withdrawal and, if such person is a CREST member, the participant ID and the member account ID of such CREST member, to the relevant Registrar (for further details, Shareholders should contact Computershare Investor Services PLC on 0870 702 0138 (from inside the UK) or +44 870 702 0138 (from outside the UK)) or on +852 2862 8699 (from inside Hong Kong), so as to be received no later than two Business Days after the date on which the supplementary prospectus is published. Withdrawal is effective as at the time of receipt of the withdrawal notice by the relevant Registrar, as applicable. Notice of withdrawal given by any other means or which is deposited with or received by the relevant Registrar after expiry of such period will not constitute a valid withdrawal. Furthermore, the exercise of withdrawal rights will not be permitted after payment by the relevant person in respect of their New Ordinary Shares in full and the allotment of the New Ordinary Shares to such person becoming unconditional. In such circumstances, Shareholders are advised to consult their professional advisers. Provisional allotments of entitlements to New Ordinary Shares which are the subject of a valid withdrawal notice will be deemed to be declined. Such entitlements to New Ordinary Shares will be subject to the provisions of paragraph 8(a) above of this Part IX as if the entitlement had not been validly taken up.

9. Overseas Shareholders

The making of the proposed offer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares to persons located or resident in, or who are citizens of, or who have a registered address in countries other than the United Kingdom and Hong Kong may be affected by the laws or regulatory requirements of the relevant jurisdiction. Any Shareholder who is in any doubt as to his/her position should consult an appropriate professional adviser without delay.

This document has been approved by the FSA, being the competent authority in the United Kingdom. The Company has requested the FSA to provide a certificate of approval and a copy of this document to the competent authorities in the Republic of Ireland and France pursuant to the passporting provisions of FSMA. It is expected that Shareholders in each member state of the European Economic Area will be able to participate in the Rights Issue.

(a) General

The offer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares to persons resident or located in, or who are citizens of, or who have a registered address in countries other than the United Kingdom, Republic of Ireland, France or Hong Kong may be affected by the laws of the relevant jurisdiction.Those persons should consult their professional advisers as to whether they require any governmental or other consent or need to observe any other formalities to enable them to take up their rights.

It is also the responsibility of any person (including, without limitation, custodians, nominees, agents and trustees) outside the United Kingdom, Republic of Ireland, France or Hong Kong wishing to take up their rights under the Rights Issue to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdiction. The comments set out in this paragraph 9 are intended as a general guide only and any Overseas Shareholder who is in any doubt as to his/her position should consult his/her professional adviser without delay.

This paragraph 9 sets out the restrictions applicable to Qualifying Shareholders who have registered addresses outside the United Kingdom, Republic of Ireland, France or Hong Kong, who are citizens of, or resident or located in, countries other than the United Kingdom, Republic of Ireland, France or Hong Kong, or who are persons (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation to forward this document to a jurisdiction outside the United Kingdom, Republic of Ireland, France or Hong Kong or who hold Ordinary Shares for the account or benefit of any such person.

New Ordinary Shares will be provisionally allotted to all Qualifying Shareholders, including Overseas Shareholders. However, Provisional Allotment Letters have not been, and will not be, sent to, and Nil Paid Rights will not be credited to CREST or CCASS accounts of, Overseas Shareholders with registered addresses in the United States or any of the Excluded Territories or to their agent or intermediary or to any depository in the United States or any of the Excluded Territories or to any Qualifying Shareholder who holds Existing Ordinary Shares through such a depository except where the Company and the Banks are satisfied that such action would not result in a contravention of any registration or other legal requirement in any such jurisdiction.

As required under Rule 13.36(2) of the Hong Kong Listing Rules, the Company has made enquiries regarding the legal restrictions under the applicable securities legislation of the relevant jurisdictions and the requirements of the relevant regulatory body or stock exchange with respect to making the Rights Issue in the Excluded Territories. The Company has considered advice from legal advisers in the United States and the Excluded Territories that either (i) this document will be required to be registered or filed with or subject to approval by the relevant authorities in those jurisdictions; or (ii) the Company or Qualifying Shareholders would need to take additional steps to comply with the local legal and regulatory requirements if the Rights Issue were extended to the Shareholders in those jurisdictions.

Having considered the circumstances, the Directors have formed the view that, other than subject to certain limited exceptions as agreed by the Company and the Banks, it is necessary or expedient to restrict the ability of Shareholders in the United States and the Excluded Territories to take up their rights under the Rights Issue due to the time and costs involved in the registration of this document and/or compliance with the relevant local legal or regulatory requirements in those jurisdictions.

Receipt of this document and/or a Provisional Allotment Letter or the crediting of Nil Paid Rights to a stock account in CREST or CCASS does not and will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and, in those circumstances, this document and/or a Provisional Allotment Letter must be treated as sent for information only and should not be copied or redistributed. No person who has received or receives a copy of this document and/or a Provisional Allotment Letter and/or who receives a credit of Nil Paid Rights to a stock account in CREST or CCASS in any territory other than the United Kingdom, Republic of Ireland, France or Hong Kong may treat the same as constituting an invitation or offer to him/her, nor should he/she in any event use the Provisional Allotment Letter or deal with Nil Paid Rights or Fully Paid Rights in CREST or Nil Paid Rights in CCASS, in the relevant territory, unless such an invitation or offer could lawfully be made to him/her or the Provisional Allotment Letter or Nil Paid Rights or Fully Paid Rights in CREST or Nil Paid Rights in CCASS could lawfully be used or dealt with without contravention of any registration or other legal or regulatory requirements.

Accordingly, persons who have received a copy of this document or a Provisional Allotment Letter or whose stock account in CREST is credited with Nil Paid Rights or Fully Paid Rights should not, in connection with the Rights Issue, distribute or send the same in or into, or transfer Nil Paid Rights or Fully Paid Rights to any person in or into, the United States or any of the Excluded Territories. If a Provisional Allotment Letter or a credit of Nil Paid Rights or Fully Paid Rights in CREST is received by any person in any such territory, or by his/her agent or nominee, he/she must not seek to take up the rights referred to in the Provisional Allotment Letter or in this document or renounce the Provisional Allotment Letter or transfer the Nil Paid Rights or Fully Paid Rights in CREST unless the Company and the Banks determine that such actions would not violate applicable legal or regulatory requirements.

Similarly, persons who have received a copy of this document or a Provisional Allotment Letter or whose stock account in CCASS is credited with Nil Paid Rights should not, in connection with the Rights Issue, distribute or send the same in or into, or transfer Nil Paid Rights to any person in or into, the United States or any of the Excluded Territories. If a Provisional Allotment Letter or a credit of Nil Paid Rights in CCASS is received by any person in any such territory, or by his/her agent or nominee, he/she must not seek to take up the rights referred to in the Provisional Allotment Letter or in this document or renounce the Provisional Allotment Letter or transfer the Nil Paid Rights in CCASS unless the Company and the Banks determine that such actions would not violate applicable legal or regulatory requirements. Any person who does forward this document or a Provisional Allotment Letter in or into any such territories (whether under a contractual or legal obligation or otherwise) should draw the recipient's attention to the contents of this paragraph 9.

Any person (including, without limitation, custodians, nominees and trustees) who does forward this document or a Provisional Allotment Letter in, into or from the United States or any of the Excluded Territories (whether under a contractual or legal obligation or otherwise) should draw the recipient's attention to the contents of this paragraph 9.

The Company and the Banks reserve the right to treat as invalid and will not be bound to issue any New Ordinary Shares in respect of any acceptance or purported acceptance of the offer of New Ordinary Shares which:

(i) appears to the Company or the Banks or their respective agents to have been executed, effected or despatched from the United States or any of the Excluded Territories or otherwise in a manner which may involve a breach of the laws or regulations of any jurisdiction; or
(ii) in the case of a Provisional Allotment Letter or any election made using the Computershare online facility, provides an address for delivery of the share certificates in or, in the case of a credit of New Ordinary Shares in CREST, a CREST member or CREST sponsored member or, in the case of a credit of New Ordinary Shares in CCASS, a CCASS participant whose registered address is in the United States or any of the Excluded Territories or any other jurisdiction outside the United Kingdom, Republic of Ireland, France or Hong Kong in which it would be unlawful to deliver such share certificates or make such a credit or if the Company or the Banks believe or their respective agents believe that the same may violate applicable legal or regulatory requirements.

The attention of Qualifying Shareholders with registered addresses in, or who are resident or located in, the United States or any of the Excluded Territories or holding Ordinary Shares on behalf of persons with such addresses is drawn to sub-paragraphs (b) and (c).

Notwithstanding any other provision of this document, the Provisional Allotment Letter or the Computershare online facility, the Company and the Banks reserve the right to permit any Qualifying Shareholder to take up his/her rights if the Company in its sole and absolute discretion is satisfied that the transaction in question is exempt from or not subject to the legislation or regulations giving rise to the restrictions in question. If the Company is so satisfied, the Company will arrange for the relevant Qualifying Shareholder to be sent a Provisional Allotment Letter if he/she is a Qualifying Non-CREST Shareholder or a Qualifying Non-CCASS Shareholder or, if he/she is a Qualifying CREST Shareholder or a Qualifying CCASS Shareholder, arrange for Nil Paid Rights to be credited to the relevant CREST or CCASS stock account.

Those Shareholders who wish, and are permitted, to take up their entitlement should note that payments must be made as described in paragraphs 4(b) and 5(b) of this Part IX.

The provisions of this paragraph 8(a) will apply to all Overseas Shareholders who do not or are unable to take up New Ordinary Shares provisionally allotted to them. Accordingly, such Overseas Shareholders will be treated as not having taken up their rights to New Ordinary Shares and the Joint Bookrunners will endeavour to procure, on behalf of such Overseas Shareholders, acquirers for the New Ordinary Shares in accordance with the terms of the Underwriting Agreement.

Specific restrictions relating to certain jurisdictions are set out below.

(b) Offering restrictions relating to the United States

The Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have not been and will not be registered under the Securities Act or under any relevant securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.The Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have not been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

Accordingly, the Company is not extending the Rights Issue into the United States unless an exemption from the registration requirements of the Securities Act is available and, subject to certain exceptions, none of this document and the Provisional Allotment Letter constitutes or will constitute an offer or an invitation to apply for or an offer or an invitation to acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the United States.

Subject to certain exceptions, neither this document nor a Provisional Allotment Letter will be sent to, and no Nil Paid Rights will be credited to, a stock account in CREST or CCASS of any Shareholder with a registered address in the United States. Subject to certain exceptions, Provisional Allotment Letters or renunciations thereof sent from or post marked in the United States will be deemed to be invalid.

The Company reserves the right to treat as invalid any request relating to the exercise (or renunciation of rights or registration of the New Ordinary Shares comprised therein) that appears to the Company or its agents to have been executed in or despatched from the United States, or that provides an address in the United States for the acceptance or renunciation of the Rights Issue, or which does not make a warranty to the effect that the person accepting and/or renouncing the Provisional Allotment: (a) is not in any of the Excluded Territories; (b) is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire the New Ordinary Shares; (c) is not in the United States, nor is such person applying for the account of a person who is located in the United States, unless (i) the instruction to apply was received from a person outside the United States; and (ii) the person giving such instruction has confirmed that: (A) it has the authority to give such instruction and either; (B) has investment discretion over such account; or (C) is an investment manager or investment company that is applying for the New Ordinary Shares in an "offshore transaction" within the meaning of Regulation S; and (d) is not acquiring the New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New Ordinary Shares into any Excluded Territory, the United States or any other jurisdiction referred to in (b) above. The Company will not be bound to allot (on a non-provisional basis) or issue any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares to any person with an address in, or who is otherwise located in, the United States in whose favour a Provisional Allotment Letter or any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares may be transferred or renounced. In addition, the Company and the Banks reserve the right to reject any MTM instruction sent by or on behalf of any CREST member or any instruction sent by or on behalf of any CCASS participant with a registered address in the United States in respect of the Nil Paid Rights.

Notwithstanding the above, the Company reserves the right to make the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and Provisional Allotment Letters (together, the "Securities") available within the United States to QIBs in transactions exempt from the registration requirements of the Securities Act. Any such transactions shall be at the sole discretion of the Company. Any person reasonably believed to be a QIB to whom Securities are offered and by whom Securities are acquired will be required to execute and deliver an investor representation letter provided by the Company or the Banks setting out certain restrictions and procedures regarding the Securities.

No representation has been, or will be, made by the Company, the Banks or the Joint Bookrunners as to the availability of Rule 144 under the Securities Act or any other exemption under the Securities Act for the reoffer, pledge or transfer of the New Ordinary Shares.

Any person in the United States who obtains a copy of this document or a Provisional Allotment Letter and who is not a QIB is required to disregard it.

Potential purchasers of the New Ordinary Shares in the United States are advised to consult legal counsel before making any offer for, resale, pledge or other transfer of, such New Ordinary Shares.

Until the expiration of the 40-day period beginning on the date of this document, an offer to sell or a sale of, or acquisition of, the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights and the Provisional Allotment Letters within the United States by a broker/dealer (whether or not it is participating in the Rights Issue) may violate the registration requirements of the Securities Act.

(c) Other overseas territories

Qualifying Shareholders with registered addresses in any of the Excluded Territories will not be sent a Provisional Allotment Letter or have their CREST or CCASS accounts credited with Nil Paid Rights.

No offer of or invitation to take up New Ordinary Shares is being made by virtue of this document or the Provisional Allotment Letters into any of the Excluded Territories. Qualifying Shareholders in jurisdictions other than those specified above may, subject to the laws of their relevant jurisdiction, accept their rights under the Rights Issue in accordance with the instructions set out in this document and, in the case of Qualifying Non-CREST Shareholders and Qualifying Non-CCASS Shareholders only, the Provisional Allotment Letter.

Qualifying Shareholders who have registered addresses in or who are resident or located in, or who are citizens of countries other than the United Kingdom, Republic of Ireland, France or Hong Kong should consult their appropriate professional advisers whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Nil Paid Rights or to acquire Fully Paid Rights (UK Shareholders only) or New Ordinary Shares.

If you are in any doubt as to your eligibility to accept the offer of New Ordinary Shares or to deal with Nil Paid Rights or Fully Paid Rights, you should contact your appropriate professional adviser immediately.

(d) Representations and warranties relating to Overseas Shareholders

(i) Qualifying Non-CREST Shareholders and Qualifying Non-CCASS Shareholders

Any person exercising rights pursuant to a Provisional Allotment Letter, including by using the Computershare online facility or requesting registration of the New Ordinary Shares comprised therein, represents and warrants to the Company and the Banks that, except where proof has been provided to the Company's satisfaction that such exercise will not result in the contravention of any applicable legal or regulatory requirement in any jurisdiction, such person: (a) is not in any of the Excluded Territories; (b) is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire New Ordinary Shares or to use the Provisional Allotment Letter in any manner in which such person has used or will use it; (c) is not in the United States, nor is such person applying for the account of a person who is located in the United States, unless (i) the instruction to apply was received from a person outside the United States; and (ii) the person giving such instruction has confirmed that: (A) it has authority to give such instruction and, either; (B) has investment discretion over such account; or (C) is an investment manager or investment company that is applying for the New Ordinary Shares in an "offshore transaction" within the meaning of Regulation S; and (d) is not acquiring the New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New Ordinary Shares into the United States, any of the Excluded Territories or any jurisdiction referred to in (b) above.

The Company may treat as invalid any acceptance or purported acceptance of the allotment of New Ordinary Shares comprised in, or renunciation or purported renunciation of, a Provisional Allotment Letter if it: (a) appears to the Company to have been executed in or despatched from the United States or any of the Excluded Territories or otherwise in a manner which may involve a breach of the laws of any jurisdiction or if it or its agents believe the same may violate any applicable legal or regulatory requirement, (b) provides an address in the United States or any of the Excluded Territories for delivery of definitive share certificates for New Ordinary Shares or any jurisdiction outside the United Kingdom, Republic of Ireland, France or Hong Kong in which it would be unlawful to deliver such certificates, or (c) purports to exclude the representation and warranty required by the previous paragraph.

(ii) Qualifying CREST Shareholders and Qualifying CCASS Shareholders

A CREST member or CREST sponsored member and a CCASS participant who makes a valid acceptance in accordance with the procedures set out in this Part IX represents and warrants to the Company and the Banks that, except where proof has been provided to the Company's satisfaction that such person's acceptance will not result in the contravention of any applicable legal requirement in any jurisdiction, such person: (a) is not in any of the Excluded Territories; (b) is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire New Ordinary Shares; (c) is not in the United States, nor is such person applying for the account of a person who is located in the United States, unless (i) the instruction to apply was received from a person outside the United States; and (ii) the person giving such instruction has confirmed that: (A) it has authority to give such instruction and either; (B) has investment discretion over such account; or (C) is an investment manager or investment company that is applying for the New Ordinary Shares in an "offshore transaction" within the meaning of Regulation S; and (d) is not acquiring the New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New Ordinary Shares into the United States, any of the Excluded Territories or any jurisdiction referred to in (a) above.

The Company may treat as invalid any MTM instruction which appears to the Company to have been despatched from the United States or any of the Excluded Territories or otherwise in a manner which may involve a breach of the laws of any jurisdiction or if it or its agents believes the same may violate any applicable legal or regulatory requirement or purports to exclude the representation and warranty required by the previous paragraph.

(e) Indian Depository Receipts

This document does not constitute an offer or invitation for any investment or subscription for IDRs in India. Any person who is in possession of this document is hereby notified that no action has been or will be taken that would allow an offering of IDRs in India and neither this document nor any offering material relating to IDRs has been submitted to the Registrar of Companies in India or the Securities and Exchange Board of India for prior review or approval. Further, no document in relation to the Rights Issue has been filed with the Registrar of Companies in India.

(f) Waiver

The provisions of this paragraph 9 of this Part IX and of any other terms of the Rights Issue relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by the Company in its absolute discretion. Subject to this, the provisions of this paragraph 9 supersede any terms of the Rights Issue inconsistent herewith. References in this paragraph 9 to Shareholders shall include references to the person or persons executing a Provisional Allotment Letter and, in the event of more than one person executing a Provisional Allotment Letter, the provisions of this paragraph 9 shall apply to them jointly and to each of them.

10. Taxation

Certain information in respect of tax in relation to the Rights Issue is set out in Part XV of this document. That information is intended only as a general guide to certain aspects of the current tax position in the United Kingdom, Hong Kong and the United States, respectively. Qualifying Shareholders should consult their own tax advisers regarding the tax treatment of the Rights Issue in light of their own circumstances. Shareholders who are in any doubt as to their tax position or who are subject to tax in any other jurisdiction should consult an appropriate professional adviser immediately.

11. Rights Issue structure

The Rights Issue has been structured in a way that is expected to have the effect of creating distributable reserves approximately equal to the net proceeds of the Rights Issue less the par value of the New Ordinary Shares issued by the Company. J.P. Morgan Cazenove has agreed to acquire ordinary shares in Standard Chartered Jersey, a Jersey incorporated company that is a subsidiary of the Company. J.P. Morgan Cazenove, as principal, will apply the proceeds of the Rights Issue to acquire redeemable preference shares in Standard Chartered Jersey.The Company will issue the New Ordinary Shares to those persons entitled thereto in consideration for J.P. Morgan Cazenove transferring its holdings of redeemable preference shares and ordinary shares in Standard Chartered Jersey to the Company.

Accordingly, instead of receiving cash as consideration for the issue of the New Ordinary Shares, at the conclusion of the Rights Issue the Company will own the entire issued share capital of Standard Chartered Jersey, whose only asset will be its cash reserves, which will represent an amount equivalent to the proceeds of the Rights Issue. The Company will be able to use this amount (including for the payment of the costs and expenses of the Rights Issue) on redemption of the redeemable preference shares it holds in Standard Chartered Jersey and, if required, during an interim period prior to redemption, by procuring that Standard Chartered Jersey lends the amount to the Company (or one of the Company's subsidiaries).

Accordingly, by taking up New Ordinary Shares under the Rights Issue and submitting a valid payment in respect thereof, a Qualifying Shareholder instructs the Receiving Agent and the HK Registrar (i) to the extent of a successful application under the Rights Issue, to apply such payment on behalf of J.P. Morgan Cazenove solely to subscribe for redeemable preference shares in Standard Chartered Jersey and (ii) to the extent of an unsuccessful application under the Rights Issue, to return the relevant payment without interest to the applicant. Further details of this structure are set out in paragraph 9 of Part XVI of this document.

12. Times and dates

The Company shall, in its discretion and after consultation with its financial and legal advisers (and with the agreement of the Banks), be entitled to amend the date that dealings in Nil Paid Rights commence and amend or extend the latest date for acceptance under the Rights Issue and all related dates set out in this document and in such circumstances shall notify the UK Listing Authority and the Hong Kong Stock Exchange and, if appropriate, Shareholders and make an announcement via the Hong Kong Stock Exchange and on a Regulatory Information Service, but Qualifying Shareholders may not receive any further written communication.

If a supplementary prospectus is issued by the Company two or fewer Business Days prior to the date specified in this document as the latest date for acceptance and payment in full under the Rights Issue (or such later date as may be agreed between the Company and the Banks), the latest date of acceptance under the Rights Issue shall be extended to the date which is three Business Days after the date of issue of the supplementary prospectus (and the dates and times of principal events due to take place following such date shall be extended accordingly).

13. Governing law and jurisdiction

The terms and conditions of the Rights Issue as set out in this document, the Provisional Allotment Letter and the Computershare online facility (where appropriate) and any non-contractual obligation arising out of or in connection to the Rights Issue shall be governed by, and construed in accordance with, English law.

The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Rights Issue, this document or the Provisional Allotment Letter (where appropriate) (including any dispute relating to any non-contractual obligations arising out of or in connection with them). By accepting rights under the Rights Issue in accordance with the instructions set out in this document and, in the case of Qualifying Non-CREST Shareholders and Qualifying Non-CCASS Shareholders only, the Provisional Allotment Letter and the Computershare online facility, Qualifying Shareholders irrevocably submit to the jurisdiction of the courts of England and Wales and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

14. Persons who hold Ordinary Shares through Computershare Company Nominees Limited (the Standard Chartered ShareCare Nominee Account)

Persons who own Ordinary Shares through the Standard Chartered ShareCare Nominee Account will have received a Form of Election which they should complete and return in accordance with the instructions set out on that form if they wish to participate in the Rights Issue. If you have any questions you should contact the Shareholder Helpline on 0870 702 0138 (from inside the UK) or +44 870 702 0138 (from outside the UK).

PART X

INFORMATION ON STANDARD CHARTERED'S BUSINESS

INTRODUCTION

The Company operates through a number of subsidiaries including Standard Chartered Bank, one of the leading international banking and financial services companies. Standard Chartered Bank particularly focuses on the markets of Asia, Africa and the Middle East.The Company has no significant operations or assets other than its 100 per cent interest in Standard Chartered Bank. As at 30 June 2010, the Group operated approximately 1,700 branches and outlets in more than 70 countries. As at 30 June 2010, the Group employed over 80,000 people worldwide.The Group has significant operations in the Asia region, which accounted for over 73 per cent of its US\$3,116 million total profit before taxation for the six months ended 30 June 2010. At 30 June 2010, the Company had total consolidated assets of US\$480,827 million, total consolidated customer loans and advances including those held at fair value of US\$219,355 million, total consolidated customer deposits including those held at fair value of US\$287,740 million and total parent company shareholders' equity (excluding minority interests) of US\$29,458 million. Standard Chartered's total capital ratio as at 30 June 2010 was15.5 per cent, its Tier 1 Capital ratio was 11.2 per cent and its Core Tier 1 Capital ratio was 9.0 per cent, in each case on a Basel II basis.

The Company is headquartered in the UK where its Group is supervised by the FSA. The Group's head office provides guidance on governance and regulatory standards across the Group's network. Standard Chartered operates two business divisions, Consumer Banking and Wholesale Banking, which are described below. For the six months ended 30 June 2010, Consumer Banking and Wholesale Banking contributed 26 per cent and 74 per cent, respectively, of Standard Chartered's operating profit before taxation and impairments.

The Company was incorporated in 1969 pursuant to a merger of The Chartered Bank and The Standard Bank Limited. Both banks were established in the mid-nineteenth century and their origins lie in financing trade in the emerging markets of Asia and Africa. The Chartered Bank opened its first branches in Mumbai, Kolkata and Shanghai in 1858, followed by Hong Kong in 1859 and was given a licence to issue Hong Kong bank notes in 1862. The Ordinary Shares and the Company's preference shares are listed on the Official List and traded on the London Stock Exchange. The Ordinary Shares are listed on the premium segment of the Official List and the Company's Preference Shares are listed on the standard segment of the Official List.The Ordinary Shares are also listed and traded on the Hong Kong Stock Exchange. Earlier this year, the Company obtained an Indian Depository Receipt listing on the Bombay Stock Exchange and the National Stock Exchange of India. Ten IDRs together represent one Ordinary Share.

STRENGTHS AND STRATEGY

Strengths

Identifying organic growth opportunities

The Group has been able to identify organic growth opportunities and has committed resources to capitalise on those opportunities. The strategic aim for Consumer Banking is to become a world-class international consumer bank in each of the Group's chosen markets and customer segments across Asia, Africa and the Middle East. Some of the priorities relating to organic growth are set out below:

consistently deliver superior service by providing financial solutions which meet the Group's customers' evolving needs, empowering and engaging the Group's employees and making a difference in the Group's communities; and
continue to enhance transaction convenience by providing leading internet and mobile capability, relationship rewards and integrated card offerings supported by convenient branch and ATM access.

Wholesale Banking has invested in people and products and has broadened its geographic and product coverage. Some key organic growth initiatives in the Wholesale Banking segment have been:

• the focus of investments on the Group's major engines of growth such as Hong Kong, India and Singapore;

the significant strengthening of the Group's presence in the UAE to further support growing client demand in the region;
the investment in building the Group's Equity Derivatives, Commodity Derivatives, Convertibles and Principal Finance businesses; and
the establishment of the Wholesale Banking Sustainable Business Council to commercialise environmental opportunities.

Longstanding presence in growth markets

The Group has had a presence in many of its key geographies for a significant amount of time, stretching back to the first branches being opened in India and China in 1858. As a result, the Group has built deep and longstanding relationships with its customer base and has an extensive distribution network.

Wide ranging products and services

Given its global capabilities and local knowledge, the Group develops products and services which meet the diverse and ever-changing needs of individual, corporate and institutional customers in some of the world's most dynamic markets within Asia, Africa and the Middle East.

Retaining and developing talent

The Group has been successful in supporting its growth due to its ability to attract, engage and develop international talent across its markets. The Group had over 80,000 employees as at 30 June 2010, and it continues to step up recruitment to support its business growth.The Group believes that its "strengthsbased" philosophy is one of the cornerstones of its approach to talent management. By identifying and leveraging an employee's talents into strengths, and then creating the environment in which these strengths can flourish, the Group enables its employees to do what they do best, every day.The Group's approach towards rewarding employees is closely aligned to performance.

The Group's size and reach facilitate exposure to international banking standards and work experience by providing employees with opportunities to travel, interact and learn from other cultures. Nearly half of the employees are women, and 69 nationalities are represented among the senior management, reflecting the Group's policy of providing equal opportunity for all employees. The recent turmoil in the global financial markets has provided Standard Chartered with good opportunities to hire talented people.

Strong track record of strategic acquisitions and strategic alliances

The Group believes it has a strong track record of making strategic acquisitions and integrating them to ensure they create shareholder value. The following are the Group's key objectives as relating to inorganic growth strategy:

• To overcome obstacles to organic growth:

In 2005, the Group acquired Korea First Bank to grow in the South Korean market. Similarly, Hsinchu International Bank and Permata Bank were acquired to strengthen the Group's position in Taiwan and Indonesia, respectively.

• To build local scale:

In 2006, the Group acquired Union Bank of Pakistan and became at the time the sixth largest bank in Pakistan in terms of market share of assets.

It has also acquired Nakornthon Bank (Thailand), Asia Trust and Investment Corporation (Taiwan), ANZ Grindlays Bank (Middle East and South Asian businesses) and Yeahreum Mutual Savings Bank (Korea) to enhance scale.

• To acquire capabilities:

Some examples include the Group's acquisition of:

Pembroke (an aircraft leasing, financing and management company) and Harrison Lovegrove (an oil and gas advisory company), both of which added specialist capabilities.
American Express Bank to expand the Private Banking network and Transaction Banking capabilities of the Group.
Cazenove Asia Limited, a leading Asian equity capital markets, corporate finance and institutional brokerage, to help bolster the Group's offerings in equity capital markets.
Other businesses such as A Brain (a Korean fund administration company) and GE Commercial Financing (Singapore) Ltd (a specialist in SME factoring and hire purchase financing in Singapore).

In April 2010, Standard Chartered also announced its intention to acquire Barclays Bank PLC's custody business in Africa, which will add direct custody capabilities in eight African markets and indirect capabilities in a further eight markets (provided through a network of third-party subcustodians). The transaction is scheduled to complete in the fourth quarter of 2010.

• To create options for future growth:

The investment in China Bohai Bank Co. Ltd has helped the Group to position itself advantageously in the Chinese market.

• To invest in strategic alliances to develop new business opportunities:

The Group invested US\$506 million as a cornerstone investor in Agricultural Bank of China Limited's H-Share Initial Public Offering in Hong Kong in July 2010 and has also signed a nonbinding memorandum of understanding with Agricultural Bank of China Limited to develop new business opportunities together. The strategic alliance is expected to help both parties to explore opportunities for collaboration across the Group's international network and Agricultural Bank of China's extensive domestic network in China.

Risk Management

Standard Chartered has a defined risk appetite, which is approved by the Board. This plays a central role in the development of the Company's strategic plans and policy. The Group's proactive approach to risk management, and steps taken early on in the recent economic crisis to reshape the Group's portfolios and tighten underwriting standards helped to mitigate the impact of market turbulence on the Group's performance. Throughout 2009 and the year to date, the Group's balance sheet and liquidity position remained strong, and the Group is well positioned to address further challenges and potential economic weakness arising during the year. Further information on risk appetite is set out at page 50 in the "Risk Review" section of the 2009 Annual Report and Accounts, which is incorporated by reference into this document.

Strategy

Standard Chartered's strategic intent is to be the world's best international bank, leading the way in Asia, Africa and the Middle East.

Sustaining organic momentum as a priority, with growth supplemented through selective acquisitions

The core of the Group's strategy is to grow organically, supplemented by selective acquisitions and alliances.

Continuously improving the way the Group works

The Group strives to become operationally excellent by embedding a culture of continuous improvement. This is central to its aim of providing its customers with the highest quality of service and thus ensuring the Group continues to grow on a sustained basis. The Group also focuses on other important aspects of improving the way it works, such as its culture, its values and the way people interact with each other and with the Group's customers. Its culture and values allow the Group to collaborate across borders and across businesses, attract new personnel, keep personnel in the Group and attract clients.

Building the Group's leadership

Attracting and retaining the best talent, driving performance and engagement and building leadership capability are critical priorities for the Group. Standard Chartered's five values – Creative, Responsive, International, Courageous and Trustworthy – form the basis of how it keeps its employees engaged with its strategic business objectives.

Reinforcing the brand

The Group recognises that how it continues to build its brand will have an impact on shareholder value. In 2010, the Group launched its new brand promise "Here for good". "Here for good" embodies all that Standard Chartered was, is and will be. It is about our commitment to our footprint – Here for the long run: continually leading the way in Asia, Africa and the Middle East and delivering the benefit of that knowledge and experience to our customers and clients; our commitment to responsible conduct – Here for progress: consistently striving to do the right thing and maintaining a high standard of conduct; and lastly, our commitment to our customers and clients – Here for people: genuinely committing to longterm relationships with people and businesses. The Group is committed to its new brand promise and continues to embed it in its markets, and into its business agenda.

Consumer Banking

Consumer Banking has been going through significant change and transformation since 2008. Despite a challenging economic environment, the Group continued to invest in Consumer Banking to grow the franchise. Certain key priorities for the Consumer Banking segment are:

continue to implement the Company's new customer-focused transformation designed to drive sustainable competitive advantage;
continue implementation of country models;
deepen customer relationships by delivering on the Company's Customer Charter;
roll out new customer value propositions for all segments;
deliver strong asset and deposit growth;
further enhance efficiencies and productivity through re-engineering projects; and
maintain disciplined risk, cost and performance management.

Wholesale Banking

Wholesale Banking's strategic aim is to be the core bank to each of its clients.The focus of the business is on building a client-driven franchise, being the leading international bank of choice in Asia, Africa and the Middle East, and leveraging its in-depth local knowledge and extensive cross-border network, providing clients with a broader range of solutions and services, servicing local and financial institutions doing business for and in Asia, Africa, and the Middle East. Certain key priorities for Wholesale Banking are:

grow product capabilities in the Company's core businesses and scale in key local markets;
strengthen and deepen relationships with key clients;
increase cross-border opportunities across our international network;
expand the Group's product sophistication and provide increasingly strategic and value-added capabilities to clients;
invest to increase industry coverage and grow the Group's solution delivery capabilities;
maintain disciplined management of costs, capital, liquidity and risk; and
continue to remain true to the Group's values and culture.

BUSINESS DIVISIONS

Consumer Banking

Consumer Banking products and services include banking services, deposit-taking services, credit cards, personal loans, mortgages, auto finance and Wealth Management services. Major markets include Hong Kong, Singapore, Malaysia, Indonesia, Korea, Pakistan, India, Taiwan and the UAE. Principal customers of the Consumer Banking business are individuals in Asia, Africa and the Middle East. In addition to serving individuals, Consumer Banking also offers a range of deposit-taking, trade, lending and other banking services to SMEs in its key markets in Asia, Africa and the Middle East. In 2007, Consumer Banking launched Standard Chartered Private Bank to serve the growing demand for more specialised products and services tailored for high net worth individuals in the Group's markets. Standard Chartered Private Bank has a broad geographic footprint with offices spreading across 10 locations.

The Group provides products and services to over 13 million Consumer Banking customers through its branches, direct sales force and via online banking. The Group had approximately 1,700 branches and outlets located in over 70 countries as at 30 June 2010. These are a key part of the distribution network for its Consumer Banking business. Online and mobile banking is available in 30 countries respectively.

Product Mix

Cards and Personal Loans and Unsecured Lending

The Group charges fees for the use of its cards and earns interest on outstanding balances from its card customers and commissions from merchants for transactions processed. It has focused on growing both card volumes and balances. The Group had nearly 6.5 million cards in issue at 30 June 2010. Standard Chartered is a member of the VISA International and MasterCard International organisations.

Personal loans include loans to individuals for purposes such as education and purchasing of consumer goods. Personal loans are typically unsecured, granted at floating rate and either repayable by instalments or on a revolving basis.

For the six months ended 30 June 2010, the Cards, Personal Loans and Unsecured Lending segment contributed to US\$988 million operating income, accounting for 34 per cent of total Consumer Banking operating income.

Wealth Management and Deposits

Wealth Management offers an integrated approach for customers to protect, manage and grow their wealth. It offers a wide range of products including structured products, deposits, investments, mutual funds, treasury products and bancassurance to all customer segments including private banking.

The Group is an independent distributor of third-party mutual funds in Asia. Leveraging off its global model, the Group seeks to obtain a wide range of best-of-breed products for its customers at competitive rates.

The Group also offers priority banking services especially tailored to meet the Wealth Management needs of more affluent customers. Priority banking customers have access to the Group's services through over 240 priority banking centres in 22 countries.

Standard Chartered Bank has recently shown a strong growth track record in customer deposits. Consumer banking customer deposits grew by 5 per cent for the period 31 December 2009 to 30 June 2010.Through working closely with Wholesale Banking, some 36 per cent of new CASA during the year came from payroll accounts. Consumer Banking contributes some US\$30 billion of surplus liquidity to the Group.

For the six months ended 30 June 2010, the Wealth Management and Deposits segment contributed US\$1,106 million operating income, accounting for 38 per cent of total Consumer Banking operating income.

Mortgages and Auto Finance

At 30 June 2010, residential mortgages represented 28 per cent of Standard Chartered's total loans and advances to customers or 69 per cent of Standard Chartered's retail loans and advances to customers.

Standard Chartered also provides auto financing in a number of locations across its footprint.

For the six months ended 30 June 2010, the Mortgage and Auto Finance segment contributed US\$733 million operating income, accounting for 25 per cent of total Consumer Banking operating income.

Wholesale Banking

With business operations headquartered in Singapore and a delivery footprint that spans its network, Standard Chartered's Wholesale Banking business provides corporate and institutional clients with trade finance, cash management, securities services, foreign exchange and risk management, capital raising, corporate and principal finance solutions. Building on a history of over 150 years in some of the world's most dynamic markets, Wholesale Banking is a client-centred business that bases its strategy on client need and deepening relationships with clients. Wholesale Banking is growing at a strong rate, as evidenced by 27 per cent compound annual growth rate over the last five years, and is focusing on being the core bank to its clients. The business is adding to its product suite and strategic capabilities and has made a series of recent strategic niche acquisitions to support these aims. The Group has strong cross-border capabilities and is well positioned to capitalise on international trade flows as a result of its broad geographical footprint. The Group works with local and global corporates looking to expand across its footprint, and corporates and financial institutions eager to further penetrate its markets from OECD countries.

Wholesale Banking customers include multinational and large local corporations, banks, other financial institutions and medium-sized local companies.

Product Mix

Transaction Banking

The Group is a global leader in the provision of transaction banking services. It provides basic lending services, as well as a full suite of trade finance, securities services and cash management products and services. The Group believes that it has leading positions in cash management, sub-custody and dollar clearing. Transaction banking is a fundamental service for many corporate and financial institution clients. Straight2Bank, a premier online trading platform for FX, trade, cash and securities services was launched in 2007.

Trade-related services offered by the Group include letters of credit, short-term trade loans, factoring and invoice discounting, insurance and document preparation services. Standard Chartered provides a range of lending facilities for both trade-related and non-trade-related activities.

In cash management, the Group offers domestic cash management products that assist companies with their payments and receivables processing and liquidity management.

Custody services include securities settlement, safekeeping of securities, monitoring and action of corporate events, proxy voting, fund valuation and administration services, and provision of market information. This provides clients with customised solutions using a uniform processing system across Standard Chartered's network.

For the six months ended 30 June 2010, the Transaction Banking segment contributed US\$1,282 million operating income, accounting for 26 per cent of total Wholesale Banking operating income.

Financial Markets

Financial Markets at Standard Chartered is a globally integrated business spanning Asia, Africa, the Middle East, the UK and the US. Supported by an integrated sales platform, Financial Markets includes a leading capital markets business and trading functions such as equities, commodities and fixed income trading (foreign exchange, rates, credit and structured products). The Financial Markets business has been awarded a number of top-placed rankings and awards, including "Best FX House in Asia and Africa" in the Euromoney 2010 Awards for Excellence and the No.1 spot for Asian and African currencies in Euromoney's 2010 FX poll.

Standard Chartered's capital markets business, comprising fixed income, asset securitisation and loan syndications, consistently dominates league tables and rankings across its core markets. Recent awards include "Best Asian Sovereign Bond" and "Best African Corporate Bond" in the Banker magazine's 2010 Deals of the Year, "Best Syndicated Loan" in Asiamoney's 2009 awards and "Best Emerging Asia Bond" in IFR's 2009 awards. The Company's innovative Shariah-compliant banking solutions and cross-border issuance capabilities strengthen our end-to-end financial services for clients.

Standard Chartered holds the top positions in Asia in interest rate derivatives and currency derivatives2 . The Company is a market leader in the provision of emerging markets liquidity and has pioneered the development of new FX options markets and products.

Consistent with its strategic focus, Standard Chartered does not undertake major proprietary derivative trading activities. The Group focuses its activities on facilitating and supporting customer transactions. The VaR figures resulting from such activities form part of the total VaR figures shown in the Group's financial statements. The total average daily trading and non-trading VaR for the Group for the six months ended 30 June 2010 was US\$23.9 million.

For the six months ended 30 June 2010, the Financial Markets segment contributed US\$1,711 million operating income, accounting for 34 per cent of total Wholesale Banking operating income.

Corporate Finance

The Corporate Finance business at the Group has shown growth in recent years. It is one of the key focal points for the Wholesale Banking strategy of adding sophisticated product and service capability and as such, accounts for an increasing proportion of the Company's overall business. Corporate Finance offers corporate advisory services focusing on mergers and acquisitions advisory services and leveraged finance. The Group has a corporate advisory team with a pool of professionals across its network. Corporate Finance also offers structured finance, project and export finance and structured trade finance services to a broad range of clients. The Group has a dedicated renewable energy capability. The Group has won widespread industry recognition for innovative deal-making across its footprint. The Group continues to add niche capabilities, through a series of targeted acquisitions in strategic sectors (for example, Harrison Lovegrove in the oil and gas sector, Cazenove Asia – now called Standard Chartered Securities – on the equities side, Pembroke for the build out of Standard Chartered's aircraft financing offering and First Africa provided boutique advisory capabilities in Africa), as well as by building organically.

For the six months ended 30 June 2010, the Corporate Finance segment contributed US\$932 million operating income, accounting for 19 per cent of total Wholesale Banking operating income.

Principal Finance

Standard Chartered's Principal Finance business focuses on corporate private equity, infrastructure and real estate (through a dedicated fund in each area) and alternative investments. The focus in private equity is on investing in mid-to-late stage companies and management buy-outs and focuses on companies across the Standard Chartered footprint.

For the six months ended 30 June 2010, the Principal Finance segment contributed US\$134 million operating income, accounting for 3 per cent of total Wholesale Banking operating income.

The Alternative Investment Group focuses on delivery of solutions for distressed and high yield assets and companies, and invests in senior debt, mezzanine and equity instruments.

GEOGRAPHIC MARKETS

Hong Kong

Standard Chartered Bank (Hong Kong) Limited is one of Hong Kong's leading financial institutions providing Consumer Banking and Wholesale Banking services with over 79 branch outlets, 224 ATMs and as at 30 June 2010, employed over 5,500 employees.

The Group has been issuing bank notes in Hong Kong since 1862. The Group's Hong Kong business was locally incorporated on 1 July 2004 to take advantage of the Closer Economic Partnership Agreement opportunities as Hong Kong plays an increasing role as a platform for growth in Greater China.

For the six months ended 30 June 2010, Hong Kong activities contributed US\$1,191 million operating income and US\$511 million profit before tax to the Group.

Credit cards and residential mortgages are an important part of Standard Chartered's business in Hong Kong. The Group is one of the largest credit card issuers in Hong Kong, with more than 10.5 per cent of the market share based on cards issued and more than 13.5 per cent of the card-related outstanding balances as at 30 June 2010. It also has a material share in the new home mortgage lending business in Hong Kong.

India

Standard Chartered Bank, Mumbai, which operates as a branch of a subsidiary of the Company is one of the country's largest foreign banks, in terms of branch network, with 94 branches in 37 cities. As at 30 June 2010, Standard Chartered India had approximately 18,000 employees accounting for over 20 per cent of the Group's headcount. The Company has had a presence in India since 1858.

The Group's global shared service centre is also based in Chennai and provides operational and technology support to the Group's businesses across the world. For the six months ended 30 June 2010, India contributed operating income of US\$1,011 million and profit before tax of US\$624 million to the Group, making it the Group's largest contributor of profits.

South Korea

Standard Chartered has had a presence in Korea since 1929. The Group acquired Korea First Bank, a major banking group in South Korea in April 2005 and completed the rebranding as Standard Chartered First Bank in September 2005. In November 2005, the Group's branch business in Korea was integrated with Standard Chartered First Bank ("SCFB"). As at 30 June 2010, the bank had over 380 branches with 1,686 ATMs and just under 7,000 employees in Korea. For the six months ended 30 June 2010, Korea contributed operating income of US\$796 million and profit before tax of US\$149 million.

The Group has recently invested in measures to boost productivity and efficiency, refurbished and relocated branches and broadened the Wholesale Banking product suite. Standard Chartered Securities Korea Ltd. ("SCSK"), a wholly-owned subsidiary of SCFB obtained a licence for its securities business from the Financial Supervisory Commission on 25 July 2008. In June 2009, Standard Chartered First Bank became the first foreign institution to gain approval to form a financial holding company.

Singapore

Singapore is one of the largest markets for the Group in terms of profits and remains a key geography with both Consumer Banking and Wholesale Banking headquartered out of Singapore. The Standard Chartered Private Bank is also headquartered in Singapore. Established in Singapore in 1859, Standard Chartered Singapore had nearly 6,500 employees as at 30 June 2010. Standard Chartered was among the first foreign banks in Singapore to be awarded a qualifying full bank license in October 1999 and is currently one of only eight foreign banks to hold that status in Singapore3 . For the six months ended 30 June 2010, Singapore contributed US\$913 million operating income and US\$419 million profit before tax to the Group.

Standard Chartered is a major player in the Consumer Banking market in Singapore and also offers a range of Wholesale Banking services to its customer base in Singapore, with an emphasis on developing total solutions for its customers.

On 2 August 2010, the Group completed its acquisition of GE Commercial Financing (Singapore) Ltd, a specialist in SME factoring and hire purchase financing in Singapore, thereby adding to Standard Chartered's range of product and service solutions for SME customers in Singapore.

³ Source: The Association of Banks in Singapore

Other Asia Pacific Regions ("Other APR")

The Company's presence in this region spans 13 markets and includes Australia, Brunei, China, Indonesia, Japan, Mauritius, Malaysia (which has been grouped in this geographic segment since 2009), the Philippines, Taiwan, Thailand and Vietnam. Business is diversified with a strong distribution network, especially in China (56 outlets and 123 ATMs as at 30 June 2010) and Taiwan (more than 85 branches and 370 ATMs). In Indonesia, the Group's significant branch network is enhanced by its 44.5 per cent stake in PermataBank which, as at 30 June 2010, had approximately 276 branches across more than 50 cities.

In 2009, Standard Chartered was the first bank in China to open onshore trade settlement accounts for offshore companies under the RMB cross-border trade settlement pilot scheme. The Group has also recently entered into a non-binding memorandum of understanding to form a strategic alliance with Agricultural Bank of China to leverage off the latter's extensive domestic network in China.

For the six months ended 30 June 2010, Other APR business contributed US\$1,541 million operating income and US\$579 million profit before tax to the Group.

Middle East and Other South Asia ("MESA")

The Group operates in 14 markets in the MESA region. Whilst the UAE remains the largest of the Company's MESA markets, others such as Bahrain and Qatar have also demonstrated strong potential. For the six months ended 30 June 2010, the Middle East and Other South Asia contributed operating income of US\$1,056 million and profit before tax of US\$400 million to the Group.

The Group opened its first branch in the UAE in 1958 and was the first bank to receive a commercial banking licence in DIFC. Standard Chartered provides Consumer Banking, Wholesale Banking, Islamic Banking and Private Banking services in the UAE and has the largest network among international banks with 10 branches and over 129 ATMs in the region. As at 30 June 2010, employees in the UAE exceeded 2,200.

Standard Chartered is the sole mandated clearing bank and also one of the settlement banks for NASDAQ Dubai, which aims to become the leading stock exchange located between Western Europe and East Asia.

The Group is the only financial institution to have a branch in Dragonmart, the largest Chinese trading platform outside mainland China. Dragonmart is a purpose-built, joint-venture complex between the governments of Dubai and China to facilitate trade flows.

In South Asia, Standard Chartered Bank (Pakistan) Limited is the largest international bank in Pakistan with 174 branches spread over 41 cities and a workforce of over 3,000 people as at 30 June 2010. Standard Chartered Bank is the first international bank to get an Islamic Banking licence and to open the first Islamic Banking branch in Pakistan. The political environment in Pakistan has, however, had a negative impact, particularly on loan impairments and consequently since 2008 Standard Chartered has adopted a more cautious stance.

Africa

The Group has a presence in 14 countries in Africa, of which Nigeria and Kenya contributed approximately 30 per cent of total African income in the six months ended 30 June 2010. The Group's core African markets are Botswana, Ghana, Kenya, Nigeria, Zambia, Tanzania and Uganda. In February 2010, the Group opened an office in Angola. For the six months ended 30 June 2010, Africa contributed operating income of US\$646 million and profit before tax of US\$311 million.

In April 2010, the Group announced its intention to acquire Barclays Bank PLC's custody business in Africa. The acquisition will add direct custody capabilities in eight African markets (Botswana, Ghana, Kenya, Mauritius, Tanzania, Uganda, Zambia and Zimbabwe) and indirect capabilities in a further eight markets (Egypt, Cote d'Ivoire, Malawi, Morocco, Namibia, Nigeria, Tunisia and South Africa) provided through a network of third party sub-custodians via an operations hub in Mauritius. The transaction is scheduled to complete in the fourth quarter of 2010 and the new business will enhance Standard Chartered's regional product offering for both international and regional businesses, strengthening client relationships, whilst providing an additional source of liquidity to the Group.

The Americas, the UK and Europe

In the Americas, the UK and Europe, the Group is focused on serving clients with needs in Asia, Africa and the Middle East. For the six months ended 30 June 2010, operating income was US\$770 million and operating profit before tax was US\$123 million.

The Group's head office is based in London, along with the majority of Group functions. London is home to the Group's lead regulator, the FSA and three out of five of the Group Executive Directors operate out of the London Head Office. Standard Chartered's Wholesale Banking team in London plays a key role in serving corporate and financial institutional clients conducting business in its markets. The acquisitions of Pembroke, Harrison Lovegrove and AEB in recent years have added specialist capabilities to the Group and have helped expand its Private Banking network and Transaction Banking capabilities.

The Group has also had a presence in New York since 1902. The US dollar clearing business is based in New York and currently is rated the seventh largest globally as derived from the rankings of the Clearing House Interbank Payments System ("CHIPS").

Standard Chartered's Latin American operations provide cash management, lending and trade finance services to a range of multinational corporations, banks, other financial institutions and domestic corporations. Standard Chartered has several offices in Latin America including in Argentina, Brazil, Peru and Venezuela.

COMPETITION

In almost all activities in which Standard Chartered is engaged and in all geographic areas in which it operates, Standard Chartered experiences competition from major international financial institutions (including commercial banks, consumer finance companies and investment banks), as well as local banks and niche players. Such a competitive landscape is fast changing, which in turn provides significant opportunities and challenges for Standard Chartered. Competitors vary by geography with only a handful of names competing in multiple geographies. Typically, local banks are the principal competitors for both the Consumer Banking and Wholesale Banking businesses given their extensive distribution networks and large market shares.

Standard Chartered believes that it has a strong competitive position in the markets in which it operates and that in many of these markets, regulatory or other barriers to entry are still high. Standard Chartered's network has been built over an extended period of time and is one which Standard Chartered believes is not easily replicated.

At the same time, Standard Chartered believes that its wide product offering and large scale of operations in many of the emerging markets in which it operates can offer a competitive advantage.

In addition, unlike in many of the developed countries, the demand for banking services is expanding in emerging markets. Therefore, Standard Chartered's strategy is based on opportunities for growth arising from both increasing market size and market share.

PART XI

INFORMATION CONCERNING THE NEW ORDINARY SHARES

1. Description of the type and class of securities admitted

The New Ordinary Shares will be Ordinary Shares with a nominal value of US\$0.50 each. The ISIN of the New Ordinary Shares will be GB0004082847. The New Ordinary Shares will be created under the Companies Act and Articles.

The New Ordinary Shares will be credited as fully paid and free from all liens, equities, charges, encumbrances and other interests, and rank in full for all dividends and distributions on the ordinary share capital of the Company declared, made or paid after the date of allotment and issue of the New Ordinary Shares.

2. Listing

Application has been made to the UK Listing Authority for the New Ordinary Shares (nil and fully paid) to be admitted to the premium segment of the Official List, to the London Stock Exchange for the New Ordinary Shares (nil and fully paid) to be admitted to trading on the London Stock Exchange's main market for listed securities and to the Hong Kong Stock Exchange for listing of, and permission to deal in, the New Ordinary Shares (nil and fully paid) on the Main Board of the Hong Kong Stock Exchange. UK Admission is expected to become effective, and dealings commence in the New Ordinary Shares, on 22 October 2010. HK Admission is expected to become effective, and dealings commence in the New Ordinary Shares, on 25 October 2010. Listing of the New Ordinary Shares will not be sought on any stock exchange in connection with the Rights Issue other than the London Stock Exchange and the Main Board of the Hong Kong Stock Exchange.

3. Form and currency of the New Ordinary Shares

The New Ordinary Shares resulting from the Rights Issue will be issued in registered form and will be capable of being held in certificated and uncertificated form.

Title to the certificated New Ordinary Shares will be evidenced by entry in the register of members of the Company and title to uncertificated New Ordinary Shares will, in respect of UK Shareholders, be evidenced by entry in the operator register maintained by Euroclear (which forms part of the register of the Company). The registrars of the Company are Computershare Investor Services PLC and Computershare Hong Kong Investor Services Limited.

If any New Ordinary Shares are converted to be held in certificated form, share certificates will be issued in respect of those shares in accordance with the Articles and applicable legislation.

The New Ordinary Shares will be denominated in US dollars.

4. Rights attached to the New Ordinary Shares

Each New Ordinary Share will rank pari passu in all respects with each Existing Ordinary Share and has the same rights (including voting and dividend rights and rights on a return of capital) and restrictions as the Existing Ordinary Shares, as set out in the Articles. Certain of these rights are summarised in paragraph 6 of Part XVI.

5. Dividends

There is no guarantee that any future dividends will be declared or paid. The declaration and payment of dividends will depend upon, among other things, expected future earnings, capital requirements of the Group and the general financial and business conditions of the Company at the time. Under the Companies Act, dividends may be paid out of the profits of a company in the year in which the dividend is declared or out of the undistributed profits or reserves of previous financial years.

Subject to the provisions of the Companies Act and the Articles, the Company may pay dividends upon a recommendation by the Board and approval by a majority of the Shareholders, who have the right to decrease but not to increase the amount of the dividend recommended by the Board. Such dividends are known as final dividends and become a debt payable to Shareholders when they are approved by the Shareholders. Subject to the provisions of the Companies Act and the Articles, the Board may declare and pay dividends without Shareholder approval. Such dividends are known as interim dividends and, unlike final dividends, become a debt payable to the Shareholders only upon actual payment. The Board may also pay any dividend payable at a fixed rate at intervals settled by the Board in accordance with the terms of issue of the shares to which such dividend attaches.

The Board normally declares an interim dividend on Ordinary Shares in respect of the first half of a financial year representing a proportion of the total anticipated dividend distribution for the full financial year. If an interim dividend is declared, it is usually paid in October with any final dividend being paid during May.

Dividends are declared in US dollars but are paid in Pounds Sterling, US dollars or Hong Kong dollars. Cash dividends are paid to UK Shareholders in Pounds Sterling unless the Shareholder has elected to receive payment in either US dollars or Hong Kong dollars and to Hong Kong Shareholders in Hong Kong dollars unless the Hong Kong Shareholder has elected to receive payment in either US dollars or Pounds Sterling.

In addition, the Company may, subject to certain exceptions, offer holders of Ordinary Shares the right to elect to receive new Ordinary Shares instead of all or part of a cash dividend (scrip dividend alternative). In such circumstances, the Company will send a circular to holders of Ordinary Shares giving details of the terms of the election and how an election can be made, together with a form of election stating the number of new Ordinary Shares such holder is entitled to receive instead of the cash dividend.

The Articles give the Board the power to set a record date for any dividend such that all shareholders who appear on the register of members of the Company as of the "record date" are entitled to the dividend declared by the Company. Any Shareholder who ceases to be a Shareholder prior to the record date or becomes a Shareholder after the record date will not be entitled to the dividend declared by the Company. The Company is only obliged to pay dividends to those Shareholders who are on the register of members of the Company on the record date.

(a) Ordinary Shares

The dividends (in US cents and adjusted for the 2008 rights issue) paid on the Ordinary Shares in respect of the last three financial years were as follows:

	Dividend per Ordinary Share (US cents)
2010 Interim	23.35
2009 Final	44.80
2009 Interim	21.23
2008 Final	42.32
2008 Interim	19.30
2007 Final	42.27
2007 Interim	17.38

(b) Preference Shares

The total dividends paid on preference shares in 2010 and in respect of the last three financial years were as follows:

	73 /8% preference shares of £1 each*(1)	81 shares of £1 each*(1)	shares of US\$5 each**(2)	/4% preference 6.409% preference 7.014% preference 8.125% preference shares of US\$5 each**(2)	shares of US\$5 each*(3)
2010	12	13	48	52	38
2009	11	13	48	53	75
2008	15	16	48	62	32
2007	15	16	28	–	N/A

Total Dividend Paid (US\$ million)

* Instruments which are classified as liabilities for which dividends are recorded as interest expense and accrued accordingly.

** Dividends on redeemable preference shares are recorded in the period in which they are declared.

Notes:

(1) Payable date: 1 April and 1 October

(2) Payable date: 30 July and 30 January

(3) Payable date: 27 May and 27 November

6. Resolutions, authorisations and approvals relating to the New Ordinary Shares

At an annual general meeting of the Company held on 7 May 2010, the Board was authorised, generally and without conditions, to allot equity securities (as defined in the Companies Act) up to a maximum of US\$675,825,295 nominal value in connection with an offer by way of rights issue to Shareholders. The New Ordinary Shares are being allotted under this authority.

7. Dates of issue and settlement

The New Ordinary Shares were provisionally allotted on 13 October 2010. The provisional allotment is expected to be confirmed on 8 November 2010 and those entitled to New Ordinary Shares are expected to be entered on the Company's register of members on 8 November 2010.

8. Description of restrictions on free transferability

Save as set out below, the New Ordinary Shares are freely transferable.

The Company may, under the Articles and the Companies Act, send out statutory notices to those it knows or has reasonable cause to believe have an interest in its Ordinary Shares, asking for details of those who have an interest and the extent of their interest in a particular holding of Ordinary Shares. When a person receives a statutory notice and fails to provide any information required by the notice within the time specified in it, the Company can apply to the court for an order directing, among other things, that any transfer of the Ordinary Shares which are the subject of the statutory notice is void.

The Directors may also, without giving any reason, refuse to register the transfer of any Ordinary Shares which are not fully paid.

9. Mandatory takeover bids, squeeze-out and sell-out rules

Other than as provided by the City Code, the Hong Kong Code on Takeovers and Mergers and Chapter 3 of Part 28 of the Companies Act, there are no rules or provisions relating to mandatory bids and/or squeeze-out and sell-out rules relating to the Ordinary Shares.

10. Public takeover bids in the last and current financial years

There have been no public takeover bids by third parties in respect of the share capital of the Company in the last or current financial year.

11. Taxation

Please see Part XV of this document for information relating to UK taxation (including a discussion of UK stamp duty and SDRT which is relevant to holders of New Ordinary Shares, irrespective of their tax residence), as well as for information relating to Hong Kong and US taxation.

DIRECTORS AND EMPLOYEES

1. Directors

Biographical details of the Directors are given on pages 72 to 74 of Standard Chartered's 2009 Annual Report and Accounts, which are incorporated into this document by reference.

Except as disclosed below, no Director has been at any time during the five years preceding the date of this document, a director (or otherwise a member of any administrative, management or supervisory body) or partner of any companies or partnerships other than the directorships or partnerships of any member of the Group from time to time.

Director	Company	Position	Still held
John Wilfred Peace	Burberry Group plc	Director	Yes
Chairman	Experian Holdings Limited	Director	Yes
Age 61	Experian North America, Inc	Director	Yes
	Experian plc (Jersey)	Director	Yes
	Musto Topco Limited	Director	Yes
	The Work Foundation	Director	Yes
	The First American Corporation	Director	No
	Experian Goad (Holdings)	Director	No
	Experian Group Limited	Director	No
	Experian International Limited	Director	No
	Experian Finance PLC	Director	No
	Experian Limited	Director	No
	Experian NA Holdings Limited	Director	No
	Experian NA Limited	Director	No
	Experian US Holdings Limited	Director	No
	Experian US Limited	Director	No
	Experian plc (United Kingdom)	Director	No
Peter Alexander Sands	The Hong Kong Association	Director	Yes
Executive Director	Institute of International Finance	Director	Yes
Age 48	The Roundhouse Trust	Director	Yes
	Ingenious Film Partners 2 LLP	Board Member	Yes
	British Bankers' Association	Board Member	Yes
	Global Business Coalition on HIV/AIDS,
	Tuberculosis and Malaria	Director	Yes
	Stefano Paolo Bertamini Mastercard Asia/Pacific Regional Advisory Board
Executive Director	United Group Australia	Director	No
Age 46	GE Liquidity Australia Pty Ltd	Director	No
	GE Holdings Australia Pty Ltd	Director	No
	GE Investments Australia Pty Ltd	Director	No
	GE Capital Australia Funding Pty Ltd	Director	No
	GE Capital Australia Cash Pool Pty Ltd	Director	No
	GE Finance Australia Pty Ltd	Director	No
	GE Finance Australia 11 Pty Ltd	Director	No
	GEMICO Holdings	Director	No
	GE Capital Mortgage Insurance Corporation
	(Australia) Pty Ltd	Director	No
	GE Mortgage Insurance Pty	Director	No
	GE Capital Finance Australasia Pty Ltd	Director	No
	GE Mortgage Solutions Ltd	Director	No
	GE Capital Finance Australia (Unlimited)	Director	No
	Avco Australia Pty Ltd	Director	No

Company	Position	Still held
Avco Access Pty Ltd	Director	No
Hallmark Life Insurance Co Ltd	Director	No
Hallmark General Insurance Co Ltd	Director	No
Capital Australis Pty Ltd	Director	No
GE Finance Australasia Pty Ltd (formerly
Australian Guarantee Corporation Pty Ltd)	Director	No
AOC Holdings Pty Ltd	Director	No
Traders Finance Corporation Pty Ltd	Director	No
GE (Leasing) Pty Ltd	Director	No
GE (Finance) Pty Ltd	Director	No
GE (General Finance) Pty Ltd	Director	No
GE Automotive Financial Services (Unlimited)	Director	No
GE Finance Holdings Hold Co Pty Ltd	Director	No
GE Finance Holdings Operating Co Pty Ltd	Director	No
GE Capital International Holdings Australia Pty Ltd	Director	No
GE Capital International Holdings Australia
Operating Co Pty Ltd	Director	No
Morlan Pty Ltd	Director	No
Beargen Pty Limited	Director	No
Australian Mortgage Securities Ltd	Director	No
AFIG Wholesale Pty Ltd	Director	No
Australian Securitisation Management Pty Ltd	Director	No
Moneywizard Limited	Director	No
AMS Investment Pty Ltd	Director	No
Wizard Home Loans Pty Ltd	Director	No
Wizard Financial Solutions Pty Ltd	Director	No
Australian Financial Investments Group Ltd	Director	No
Pamigav Pty Ltd	Director	No
GE Capital Australia (Unlimited)	Director	No
Ogygian Pty Ltd	Director	No
Alcyone Australia Pty Ltd	Director	No
GE Capital Insurance (Australia) Pty Ltd	Director	No
GE Commercial Finance Australia Pty Ltd	Director	No
Wizard Financial Services Limited (NZ)	Director	No
AMS NZ Funds Limited	Director	No
Australian Mortgage Securities (NZ) Ltd	Director	No
GE Consumer Finance NZ	Director	No
GE Commercial Finance NZ	Director	No
GE Capital (NZ) Ltd	Director	No
Hallmark Life Insurance Company Limited
(New Zealand Branch)	Director	No
GE Finance and Insurance (NZ)	Director	No
GE Finance and Insurance	Director	No
Gellco Infrastructure Services Pty Limited	Director	No
GE Uluru Pty Limited	Director	No
Traders Finance Corporation Proprietary Limited	Director	No
GEASF Nominees Pty Limited	Director	No
GE Capital Holdings Pty	Director	No
GECCA Pty Ltd	Director	No
CE DF and CEF Holdings Proprietary Limited	Director	No
GE CF and CEF Finance Proprietary Limited	Director	No
AGC (Finance) Proprietary Limited	Director	No
AGC (General Finance) Proprietary Limited	Director	No
AGC (Leasing) Proprietary Limited	Director	No
Australian Guarantee Corporation Proprietary Limited Director		No
GE Personal Finance Pty Limited	Director	No
GE Card Company of Australia Pty Ltd	Director	No

Director	Company	Position	Still held
	Avco Financial Services Ltd	Director	No
	Avco Access Ltd	Director	No
	Avco Financial Services International, Inc NZ branch GE Commercial Corporation (Australia)	Director	No
	Pty Ltd NZ branch	Director	No
	Gellco Infrastructure Services Pty Ltd	Director	No
	Luccino Pty Limited	Director	No
	Nurley Pty Limited	Director	No
	Rohenryn Pty Limited	Director	No
	Makaasar Pty Limited	Director	No
	Zinadene Pty Ltd	Director	No
	Brindalane Ptv Limited	Director	No
	GE (China) Co. Ltd	Director	No
	GE (China) Research and Development

	Center Co Ltd (CTG)	Director	No
	GE (China) Finance Leasing Co. Ltd.	Director	No
	GE Commerce (Shanghai) Co. Ltd, (CEPA)	Director	No
	GE Capital Asia Pacific Ltd	Director	No
Jaspal Singh Bindra Executive Director Age 50	Vital Voices Global Partnership	Director	Yes
Richard Henry Meddings 3i Group plc		Director	Yes
Executive Director	The Indo-British Partnership Network	Director	No
Age 52	UK-India Business Council	Director	No
Alun Michael Guest
Rees Age 54	–
Richard Delbridge	University College London Hospitals
Non-executive Director	Foundation Trust	Director	Yes
Age 68	Tate & Lyle PLC	Director	No
	JPMorgan Cazenove Holdings	Director	No
	Fortis N.V.	Director	No
	Fortis SA/NV	Director	No
	Balfour Beatty plc	Director	No
	Gallaher Group Plc	Director	No
	Wordsworth Trust	Director	No
James Frederick	Jupiter Fund Management plc	Director	Yes
Trevor Dundas	D III LLP	Partner	Yes
Non-executive Director	Oxiana Property LLP	Partner	Yes
Age 59	Drax Group plc	Director	No
	Macmillan Cancer Support	Director	No
	Cancerbackup	Board Member	No
	Jupiter Fund Management Group Limited	Director	No
	Jupiter Asset Management Group Limited	Director	No
	Jupiter Investment Management Holdings Limited	Director	No
	The Property Investment Market Limited	Director	No
	The Property Investment Market Operations Limited	Director	No
	Xchangeco Limited	Director	No
	J Sainsbury plc	Director	No

Director	Company	Position	Still held
Valerie Frances Gooding J Sainsbury plc		Director	Yes
Non-executive Director	Lawn Tennis Association	Director	Yes
Age 60	British Broadcasting Corporation	Director	Yes
	Kingston Theatre Trust	Director	Yes
	British United Provident Association Limited (The)	Director	No
	BAA plc	Director	No
	BUPA Insurance Limited	Director	No
	BUPA Health Assurance Limited	Director	No
	BUPA Insurance Services Limited	Director	No
	BUPA Membership Limited	Director	No
	Sanitas SA De Seguros	Director	No
	GB Airways Limited	Director	No
	Compass Group Foundation	Director	No
	Compass Group plc	Director	No

Simon Lowth	AstraZeneca PLC	Director	Yes
Non-executive Director	AstraZeneca UK Limited	Director	Yes
Age 49	AstraZeneca Intermediale Holdings Limited	Director	Yes
Rudolph Harold	AstraZeneca PLC	Director	Yes
Peter Markham	Legal & General Group PLC	Director	Yes
Non-executive Director	The Financial Reporting Council Limited	Director	Yes
Age 64	United Parcel Service, Inc	Director	Yes
	UCL Partners Limited	Director	Yes
	Moorfields Eye Hospital	Director	Yes
	Operational Board of Foreign and
	Commonwealth Office	Director	Yes
	Johnson Diversey Holdings, Inc	Director	No
	Unilever N.V.	Director	No
	Unilever plc	Director	No
Ruth Markland	The Sage Group plc	Director	Yes
Non-executive Director	WRVS	Director	Yes
Age 57	WRVS Enterprises Limited	Director	Yes
	WRVS Food Services Limited	Director	Yes
	WRVS Office Premises Limited	Director	Yes
	WRVS Services Welfare Limited	Director	Yes
	Arcadis NV	Director	Yes
	Home Choice Meals Limited	Director	No
	WRVS Asset Supply Limited	Director	No
	WRVS Retail & Catering Services Limited	Director	No
	WRVS Supplies Limited	Director	No
John Gregor	Jardine Lloyd Thompson Group plc	Director	Yes
Hugh Paynter	110 Drayton Gardens Management
Non-executive Director	Company Limited	Director	Yes
Age 56	Cazenove Group Limited	Director	No
	Cazenove AG	Director	No
Dr Han Seung-soo KBE	–

Non-executive Director

Age 73

Director	Company	Position	Still held
Paul David Skinner	Air Liquide S.A.	Director	Yes
Non-executive Director	Tetra Laval International SA	Director	Yes
Age 65	INSEAD	Director	Yes
	97-99 Eaton Place Limited	Director	Yes
	Rio Tinto plc	Director	No
	Rio Tinto Limited	Director	No
	Commonwealth Business Council Limited	Director	No
Oliver Henry	Home Retail Group plc	Director	Yes
James Stocken	Chichester Festival Theatre Limited	Director	Yes
Non-executive Director	Felsted School Trustee Limited	Director	Yes
Age 68	Marylebone Cricket Club (MCC)	Director	Yes
	The Cricket Foundation	Director	Yes
	Stanhope Group Holdings Limited	Director	Yes
	The Natural History Museum Trading
	Company Limited	Director	Yes
	Hoyle Barn Limited	Director	Yes
	Oval Limited	Director	Yes
	3i Group plc	Director	No
	River and Rowing Museum Foundation	Director	No
	Pilkington Group Ltd	Director	No
	Rutland Trust plc	Director	No
	Stanhope plc	Director	No
	The Rank Group plc	Director	No
	The Royal College of Art and Design Group Limited	Director	No
	Experian Finance plc	Director	No
	Garden Pensions Trustees Limited	Director	No

2. Other managerial personnel

All the managerial personnel mentioned below are permanent employees. The address of each of the managerial personnel mentioned below is the Company's principal place of business in the United Kingdom at 1 Basinghall Avenue, London EC2V 5DD. Their biographical details are given on page 75 of Standard Chartered's 2009 Annual Report and Accounts, which is incorporated into this document by reference.

Timothy John Miller Director, Property Research & Assurance, and Chairman Standard Chartered Korea Limited
Viswanathan Shankar CEO – Europe, Middle East, Africa and Americas
Tracy Jane Clarke Group Head of Human Resources & Communications
Richard Frank Goulding Group Chief Risk Officer
Jan Paul Verplancke Chief Information Officer and Group Head of Technology and Operations

3. Directors' emoluments and service contracts

(a) Base salary, fees, bonuses and benefits in kind

The amount of remuneration paid and benefits in kind granted to the Directors by the Group for services to the Group in FY 2009 (being the last full financial year for the Company) are set out on pages 104 to 105 of Standard Chartered's 2009 Annual Report and Accounts, which are incorporated into this document by reference.

(b) Retirement benefits

The retirement benefits of the Executive Directors, including the amount accrued by the Group to provide pension, retirement or similar benefits in FY 2009 (being the last full financial year for the Company) are set out on page 108 of Standard Chartered's 2009 Annual Report and Accounts, which is incorporated into this document by reference.

(c) Service contracts

Information about the Executive Directors' contracts of employment with the Company, including the terms of those contracts and benefits upon termination of employment, and the terms of employment for Non-executive Directors in relation to FY 2009 (being the last completed financial year for the Company) are given on pages 102 to 104 of Standard Chartered's 2009 Annual Report and Accounts, which are incorporated into this document by reference.

Save as mentioned above, there are no service agreements between any Director and any member of the Group.

Chairman – Term of Office

Under his letter of appointment, the term of J W Peace's appointment as Chairman is due to expire on 1 July 2012. He will be eligible for re-election every three years thereafter.

Non-executive Directors – Terms of Office

Directors	Date of expiration of current term of office
R Delbridge	31 December 2012
J F T Dundas	13 March 2013
V F Gooding	31 December 2010
R H P Markham	17 February 2011
R Markland	2 November 2012
J G H Paynter	30 September 2011
Dr H Seung-soo	31 December 2012
P D Skinner	2 November 2012
O H J Stocken	30 May 2013
S J Lowth	30 April 2013

4. Directors' interests in shares

As at 13 October 2010 (the latest practicable date prior to the publication of this document), and except as set out below, no Director has any interest in the issued share capital of the Company which is required to be notified to the Company pursuant to the Disclosure and Transparency Rules:

Directors	Personal interests	Family interests	Total interests
J W Peace	6,705	–	6,705
P A Sands	200,000	–	200,000
S P Bertamini	42,192	–	42,192
J S Bindra	52,406	–	52,406
R H Meddings	60,515	60,515	121,030
A M G Rees	120,297	–	120,297
R Delbridge	3,752	–	3,752
J F T Dundas	2,792	–	2,792
V F Gooding	2,804	–	2,804
S J Lowth	2,610	–	2,610
R H P Markham	3,551	–	3,551
R Markland	3,215	–	3,215
J G H Paynter	5,000	–	5,000
Dr Han Seung-soo KBE	2,000	–	2,000
P D Skinner	11,165	–	11,165
O H J Stocken	15,925	–	15,925

Notes:

(1) The beneficial interests of Directors and their families in the Ordinary Shares of the Company are set out above. The Directors do not have any non-beneficial interests in the Company's shares.
(2) No Director had an interest in the Company's preference shares or loan stock, nor the shares or loan stocks of any subsidiary or associated undertaking of the Group.
(3) No Director has any corporate interest in the Company's Ordinary Shares.

5. Directors' interests in options

As at 13 October 2010 (the latest practicable date prior to the publication of this document), the Directors held options or awards in Ordinary Shares under the Standard Chartered Share Schemes as set out below:

2004 Deferred Bonus Plan

Directors	Shares held in trust at 1 January 2010*	Shares awarded during the period	Shares awarded in respect of notional dividend	Shares vested during the period(1)	Shares held in trust at 13 October 2010**
P A Sands	70,532	63,675	656	71,188	63,675
S P Bertamini	170,081	27,858	1,583	171,664	27,858
R H Meddings	35,923	43,777	334	36,257	43,777
A M G Rees	47,814	218,885	445	48,259	218,885
J S Bindra	–	12,187	–	–	12,187

* Or at the date of appointment to the Board, if later.

** Or at the date of resignation from the Board, if earlier.

Notes:

(1) Market value on the date of award (9 March 2010) was 1718.88 pence.

Under the 2004 Deferred Bonus Plan, Ordinary Shares are conditionally awarded instead of all or part of the Executive Directors' and certain senior executives' annual performance award. The Ordinary Shares are held in an employee benefit trust and automatically vest one year after the date of acquisition. No exercise is necessary. A notional scrip dividend accrues on the Ordinary Shares held in the trust. The dividend is normally delivered in the form of Ordinary Shares and is released on vesting.

Long Term Incentives – Share options

Director	Scheme	Grant Date	Exercise Price (pence)	As at 13 October 2010	Exercise Period
P A Sands	Sharesave	26 September 2007	1,088.03	1,543	2012 – 2013
R H Meddings	Sharesave	4 October 2010	1,519.00	592	2013 – 2014
S P Bertamini	Sharesave	9 October 2009	1,146.00	1,356	2014 – 2015
J S Bindra	Sharesave	9 October 2009	1,146.00	1,356	2014 – 2015

Long Term Incentives – Shares

Director	Scheme	Grant Date	As at 13 October 2010	Vesting Period
J W Peace	RSS	28 September 2009	41,528	2011 – 2016
	RSS	21 September 2010	20,764	2012 – 2017
P A Sands	PSP	11 March 2008	184,774	2011 – 2018
	PSP	11 March 2009	356,481	2012 – 2019
	PSP	11 March 2010(1)	186,781	2013 – 2020
	Deferred RSS	11 March 2009	84,231	2011 – 2016
	Deferred RSS	11 March 2010(1)	59,443	2012 – 2019
S P Bertamini	PSP	16 September 2008	59,337	2011 – 2018
	PSP	11 March 2009	159,033	2012 – 2019
	PSP	11 March 2010(1)	100,574	2013 – 2020
	Deferred RSS	11 March 2009	28,437	2011 – 2016
	Deferred RSS	11 March 2010(1)	26,006	2012 – 2017
J S Bindra	PSP	11 March 2008	72,589	2011 – 2018
	PSP	11 March 2009	127,314	2012 – 2019
	PSP	11 March 2010(1)	86,206	2013 – 2020
	Deferred RSS	11 March 2009	30,621	2011 – 2016
	Deferred RSS	11 March 2010(1)	26,006	2012 – 2017
R H Meddings	PSP	11 March 2008	125,646	2011 – 2018
	PSP	11 March 2009	220,370	2012 – 2019
	PSP	11 March 2010(1)	114,942	2013 – 2020
	Deferred RSS	11 March 2009	53,514	2011 – 2016
	Deferred RSS	11 March 2010(1)	40,867	2012 – 2017
A M G Rees	PSP	11 March 2008	55,432	2011 – 2018
	PSP	11 March 2009	123,456	2012 – 2019
	PSP	11 March 2010(1)	137,931	2013 – 2020
	SRSS	11 March 2008	63,351	2011 – 2015
	Deferred RSS	11 March 2009	86,419	2011 – 2016
	Deferred SRSS	11 March 2009	288,939	2010 – 2016
	Deferred RSS	11 March 2010(1)	68,965	2012 – 2017

Notes:

(1) Market value on the date of award (10 March 2010) was 1740 pence.

The Company and its Directors, chief executives and shareholders have been granted a partial exemption from the disclosure requirements under Part XV of the SFO. As a result of this exemption, Directors, chief executives and shareholders no longer have an obligation under the SFO to notify the Company of shareholding interests, and the Company is no longer required to maintain a register of Directors' and chief executives' interests under section 352 of the SFO nor a register of interests of substantial shareholders under section 336 of the SFO. The Company is, however, required to file with the Hong Kong Stock Exchange any disclosure of interests made in the United Kingdom. In addition, the Company has adopted a code of conduct regarding securities transactions by Directors in accordance with the UK and Hong Kong Listing Rules. Save as set out above, there are no additional interests to be disclosed in this document pursuant to these codes of conduct.

6. Corporate governance and board committees

Board committees

In 2009, the Board had four existing Board Committees: the Audit and Risk Committee, the Nomination Committee, the Remuneration Committee and the Sustainability and Responsibility Committee.

Although the Company believes that its Board is highly effective, as a result of its internal governance review, the Company re-configured its Board Committees with effect from 4 March 2010. The Company believes that this change will further enhance the Board's performance and allow more time to be spent on strategic issues. This also demonstrates the Company's pro-active approach to corporate governance with:

the separation of the Audit and Risk Committee into two committees, one covering financial internal controls and compliance (the "Audit Committee") and the other covering risk issues (the "Board Risk Committee");
an enhanced remit and new name for the Sustainability and Responsibility Committee (to be renamed the Brand and Values Committee); and
the formation of a Governance Committee.

Summaries of each of the Board Committee's roles and terms of reference are outlined below:

(i) The Audit Committee

The Audit Committee comprises five Independent Non-executive Directors. The committee meets at least six times each year and the external auditors or the Group Internal Audit may request a meeting if they consider that one is necessary. At least once per annum, the committee meets with the external auditors and the Group Head of Internal Audit privately to discuss matters relating to the auditors' remit and any issues arising from the audit.

The purpose of the committee is to review the Company's internal financial controls to identify, assess, manage and monitor financial risks and to act as the Audit Committee of the Company, Standard Chartered Bank and any other subsidiary, as appropriate. The responsibilities of the committee include reviewing and monitoring the integrity of the statutory accounts, financial statements, shareholder circulars and any announcements relating to the Group's financial performance as well as related accounting policies. It also reviews the role and effectiveness of the Group's internal audit function and oversees the relationship with the external auditors, including the terms of their appointment and the level of their fees.

(ii) The Board Risk Committee

The Board Risk Committee comprises six Independent Non-executive Directors. The committee meets at least six times each year and the Group Finance Director or Group Chief Risk Officer may request a meeting if they consider that one is necessary.The Group Finance Director and/or the Group Chief Risk Officer attends each meeting. At least once per annum, the committee also meets privately with the Group Chief Risk Officer.

The purpose of the committee is to oversee the key risks faced by the Group and to recommend to the Board on the Group's overall risk appetite. Key risks subject to the committee's oversight are credit, country cross-border, market, pension, liquidity, capital, strategic, reputational and operational risks.The committee is also responsible for reviewing the appropriateness and effectiveness of the Group's risk management systems and controls, as well as considering risk management disclosures of the Group.

(iii) The Nomination Committee

The Nomination Committee comprises the Chairman of the Board, who is also the chairman of the committee, the Group Chief Executive and four Independent Non-executive Directors. The committee meets at least twice each year. The Group Chief Executive and the Group Head of Resources attend each meeting and other relevant persons may also be invited to attend all or part of any meeting.

The purpose of the committee is to regularly review the structure, size and composition of the Board to ensure that it is balanced and appropriately experienced and qualified.The committee is responsible for succession planning in relation to both directors and other senior executives. It makes recommendations for the appointment and removal of the Group Chairman, Group Chief Executive or any director and the related terms.

(iv) The Remuneration Committee

The Remuneration Committee comprises the Chairman of the Board and four Independent Nonexecutive Directors. The committee meets at least three times a year and the Group Chairman, Group Chief Executive and Group Head of Human Resources attend each meeting. Other relevant persons may also be invited to attend all or part of any meeting.

The purpose of the committee is to determine the framework and policy for the remuneration of the Group's Chairman, Group Chief Executive, the Executive Directors and other senior executives. It also approves the remuneration package and bonus awards for certain staff as well as the design of, and payments under any performance related pay schemes. The committee is responsible for reviewing share incentive plans as well as determining the policy for, and scope of, pension arrangements for Executive Directors and other senior executives.

(v) The Brand and Values Committee

The Brand and Values Committee comprises the Chairman of the Board, Group Chief Executive and four Independent Non-executive Directors. The committee meets at least five times each year.

The purpose of the committee is to oversee the brand, values and good reputation of the Group, ensuring that reputational risk is consistent with the risk appetite approved by the Board and the creation of long-term shareholder value. The committee also ensures that the Group appropriately manages its delivery of its brand and values' commitments, including its client/customer focus, to employees, external stakeholders and society at large.

(vi) The Governance Committee

The Governance Committee comprises the Chairman of the Board, who is also the committee chairman, the Group Chief Executive and the Senior Independent Non-executive Director. The committee meets at least three times each year and other relevant persons may be invited to attend all or part of any meeting as and when appropriate.

The purpose of the committee is to oversee all material corporate governance issues affecting the Group and to make recommendations to the Board. It oversees and monitors developments, emerging best practices and processes in corporate governance and oversees the Group's approach to governance of its subsidiaries.

Corporate governance

The Standard Chartered Board is firmly committed to high standards of corporate governance. The Company complies with all the provisions of the Combined Code except that non-executive Directors are not formally invited to meet major shareholders as part of their induction programme. However, the non-executive directors have the opportunity to attend meetings with major shareholders and analysts and they receive, in a timely manner, accurate information reflecting the views of the Company's institutional shareholders and other stakeholders.

7. Employees

As at 30 June 2010, the Group had 80,799 employees. The number of employees of the Group at the end of each of the last three financial years was 77,326 in 2009, 80,557 in 2008 and 77,162 in 2007.

A summary of the Group's employee people strategy is given on pages 37 to 39 of Standard Chartered's 2009 Annual Report and Accounts, which are incorporated into this document by reference.

8. Standard Chartered Share Schemes

A description of the Standard Chartered Share Schemes is given in Note 39 to the consolidated financial statements in Standard Chartered's 2009 Annual Report and Accounts, which is incorporated into this document by reference.

9. Directors' confirmations

None of the Directors as at the date of this document has, during the last five years, been:

(a) convicted in relation to an offence of fraud;
(b) associated with any bankruptcy, receivership or liquidation while acting in the capacity of a member of the administrative, management or supervisory body or of a senior manager of any company;
(c) subject to any official public incrimination and/or sanction by statutory or regulatory authorities (including designated professional bodies); or

(d) disqualified by a court from acting as a member of the administrative, management or supervisory bodies of any issuer or from acting in the management or conduct of the affairs of any issuer.

The Directors do not believe that there are any actual or potential conflicts of interest between their private interests or other duties and their duties to Standard Chartered.

No Director or experts named in this document have any interest in any assets which have been, or which are proposed to be, acquired by, disposed of by or leased to any member of the Group since 31 December 2009.

There are no contracts or arrangements subsisting at the date of this document in which a Director is materially interested and which is significant in relation to the business of the Group.

PART XIII

KEY FINANCIAL INFORMATION ON STANDARD CHARTERED

1. Selected financial information

The selected historical financial information set out below for the years ended 31 December 2009, 2008 and 2007 has, unless otherwise stated, been extracted without material adjustment from the audited Consolidated Financial Statements included in the 2009 Annual Report and Accounts, the 2008 Annual Report and Accounts and the 2007 Annual Report and Accounts. The selected historical financial information set out below for the six months ended 30 June 2010 and 2009 has, unless otherwise stated, been extracted without material adjustment from the unaudited condensed financial information in the 2010 Interim Report, which includes comparative unaudited financial information for the six months ended 30 June 2009.

The audited Consolidated Financial Statements included in the 2009 Annual Report and Accounts, 2008 Annual Report and Accounts and 2007 Annual Report and Accounts are incorporated by reference into this document. The unaudited condensed financial information in the 2010 Interim Report, which includes comparative financial information for the six-month period ended 30 June 2009, has also been incorporated by reference into this document.

As a result of changes to the accounting presentation made by the Company in the preparation of its 2009 Annual Report and Accounts and 2008 Annual Report and Accounts, the Company has restated certain amounts in the 2008 comparative financial information included in the 2009 Annual Report and Accounts and 2007 comparative financial information included in the 2008 Annual Report and Accounts for the purposes of comparability. Further, the financial information for the half-year ended 30 June 2009 included in the 2010 Interim Report, differs in certain respects from the financial information for the halfyear ended 30 June 2009 included in the Company's 2009 Interim Report. Details of the restatement are explained as set out below.

For 2007 numbers restated in 2008, in Note 53 to the financial statements in the 2008 Annual Report and Accounts, incorporated into this document by reference; for 2008 numbers restated in 2009, in Note 50 to the financial statements in the 2009 Annual Report and Accounts, incorporated into this document by reference; and for 30 June 2009 numbers restated in June 2010, in Note 33 of the 30 June 2010 Interim Report. All financial information for the years ended 31 December 2008 and 31 December 2007, and for the half-year ended 30 June 2009 in this document is, unless otherwise stated, presented after giving effect to such restatement for purposes of comparability.

The profit before and after tax for all periods are not impacted by any of the above restatements.

The consolidated annual financial statements have been audited by KPMG Audit Plc, independent auditors. KPMG Audit Plc is a firm of chartered accountants registered with the Institute of Chartered Accountants in England and Wales.The condensed financial information in the 2010 Interim Report has not been audited.

(a) Summary consolidated income statement

		For the six months ended 30 June		For the year ended 31 December
	2010	2009	2009 (US\$ million)	2008	2007
Interest income Interest expense	6,462 (2,307)	6,490 (2,790)	12,926 (5,303)	16,378 (8,991)	16,176 (9,911)
Net interest income	4,155	3,700	7,623	7,387	6,265
Fees and commission income Fees and commission expense Net trading income	2,288 (140) 1,351	1,853 (168) 1,740	3,824 (454) 2,890	3,420 (479) 2,405	3,189 (528) 1,261
Other operating income	270 3,769	835 4,260	1,301 7,561	1,235 6,581	880 4,802
Operating income	7,924	7,960	15,184	13,968	11,067
Staff costs Premises costs General administrative expenses Depreciation and amortisation	(2,808) (381) (884) (271)	(2,618) (314) (860) (235)	(4,912) (698) (1,822) (520)	(4,737) (738) (1,711) (425)	(3,949) (592) (1,329) (345)
Operating expenses	(4,344)	(4,027)	(7,952)	(7,611)	(6,215)
Operating profit before impairment losses and taxation Impairment losses on loans and advances and other credit risk provisions Other impairment	3,580 (437) (50)	3,933 (1,088) (15)	7,232 (2,000) (102)	6,357 (1,321) (469)	4,852 (761) (57)
Profit from associates Profit before taxation Taxation	23 3,116 (935)	8 2,838 (847)	21 5,151 (1,674)	1 4,568 (1,224)	1 4,035 (1,046)
Profit for the period	2,181	1,991	3,477	3,344	2,989
Profit attributable to: Minority interests Parent company shareholders	33 2,148	58 1,933	97 3,380	103 3,241	148 2,841
Profit for the year	2,181	1,991	3,477	3,344	2,989
Basic earnings per ordinary share Diluted earnings per ordinary share	103.4c 101.9c	98.8c 98.0c	167.9c 165.3c	192.1c 191.1c	176.0c 174.2c

(b) Summary consolidated balance sheet

		At 30 June		At 31 December
	2010	2009	2009	2008	2007
	(US\$ million)
ASSETS
Cash and balances at central banks	29,694	12,141	18,131	24,161	10,175
Financial assets held at fair value
through profit or loss	24,287	16,450	22,446	15,425	22,958
Derivative financial instruments	44,555	45,823	38,193	69,657	26,204
Loans and advances to banks	49,390	45,366	50,885	46,583	35,365
Loans and advances to customers	215,005	182,748	198,292	174,178	154,266
Investment securities	76,787	72,616	75,728	69,342	55,274
Other assets	24,771	19,653	17,201	20,374	11,011
Current tax assets(a)	159	649	203	764	633
Prepayments and accrued income	4,072	4,274	3,241	3,466	3,857
Interests in associates	620	487	514	511	269
Goodwill and intangible assets	6,513	6,404	6,620	6,361	6,374
Property, plant and equipment	3,971	3,934	4,103	3,586	2,892
Deferred tax assets	1,003	675	1,096	660	593
Total assets	480,827	411,220	436,653	435,068	329,871
LIABILITIES
Deposits by banks	31,903	33,643	38,461	31,909	25,880
Customer accounts	279,089	230,147	251,244	234,008	179,760
Financial liabilities held at fair value
through profit or loss	18,380	16,947	14,505	15,478	14,250
Derivative financial instruments	43,425	43,109	36,584	67,775	26,270
Debt securities in issue	33,364	20,860	29,272	23,447	27,137
Other liabilities	23,716	20,598	16,139	17,363	14,742
Current tax liabilities(a)	897	592	802	512	818
Accruals and deferred income	3,572	3,493	4,113	4,132	3,429
Subordinated liabilities and other
borrowed funds	15,555	16,922	16,730	16,986	15,740
Deferred tax liabilities	179	176	193	176	33
Provisions for liabilities and charges	224	310	184	140	38
Retirement benefit obligations	470	542	506	447	322
Total liabilities	450,774	387,330	408,733	412,373	308,419
EQUITY
Share capital	1,037	967	1,013	948	705
Reserves	28,421	22,360	26,327	21,192	20,146
Total parent company shareholders'
equity	29,458	23,327	27,340	22,140	20,851
Non-controlling interests	595	563	580	555	601
Total equity	30,053	23,890	27,920	22,695	21,452
Total equity and liabilities	480,827	411,220	436,653	435,068	329,871

(c) Summary consolidated cash flow statement

		For the six months ended 30 June		For the year ended 31 December
	2010	2009	2009	2008	2007
			(US\$ million)
Cash flow from operating activities
Profit before taxation	3,116	2,838	5,151	4,568	4,035
Adjustment for:
Non-cash items included within
income statement	820	405	1,385	1,995	1,259
Change in operating assets	(57,979)	10,921	2,962	(88,103)	(38,199)
Change in operating liabilities	46,115	(24,578)	(11,219)	105,913	53,102
Contributions to defined benefit schemes	(75)	(21)	(124)	(95)	16
UK and overseas taxes paid, net of refund	(798)	(567)	(1,210)	(1,400)	(1,097)
Net cash (used in)/from operating
activities	(8,801)	(11,002)	(3,055)	22,878	19,116
Net cash flows from investing activities
Purchase of property, plant and equipment	(159)	(85)	(261)	(579)	(471)
Disposal of property, plant and equipment Acquisition of investment in subsidiaries	121	52	218	73	22
and associates, net of cash acquired	(228)	(45)	(68)	6,209	(85)
Disposal of investment in subsidiaries	–	–	–	159	–
Purchase of investment securities	(56,589)	(58,501)	(129,739)	(109,938)	(78,292)
Disposal and maturity of investment
securities	55,295	56,331	126,678	97,756	74,457
Dividends received from investment
in associates	9	10	11	–	–
Net cash used in investing activities	(1,551)	(2,238)	(3,161)	(6,320)	(4,369)
Net cash flows from financing activities
Issue of ordinary and preference share
capital, net of expenses	534	42	1,817	2,753	861
Purchase of own shares	(178)	(82)	(103)	(76)	(15)
Exercise of share options through ESOP	15	13	22	9	39
Interest paid on subordinated liabilities	(561)	(568)	(361)	(718)	(737)
Gross proceeds from issue of
subordinated liabilities	750	1,742	2,063	3,667	3,051
Repayment of subordinated liabilities	(1,534)	(1,757)	(2,440)	(1,436)	(505)
Dividends paid to non-controlling
interests and preference shareholders,
net of scrip	(82)	(104)	(188)	(257)	(148)
Dividends paid to ordinary shareholders, net of scrip	(427)	(422)	(638)	(815)	(573)

Net cash (used in)/from financing activities	(1,483)	(1,136)	172	3,127	1,973

Net (decrease)/increase in cash and cash equivalents	(11,835)	(14,376)	(6,044)	19,685	16,720

Cash and cash equivalents at beginning of year	68,073	73,699	73,699	55,338	38,161
Effect of exchange rate movements
on cash and cash equivalents	(70)	(113)	418	(1,324)	457
Cash and cash equivalents at
end of period	56,168	59,210	68,073	73,699	55,338

Capitalisation and indebtedness

The following table sets out the unaudited consolidated capitalisation of Standard Chartered as at 30 June 2010 and indebtedness of the Group as at 31 August 2010 prepared in accordance with IFRS.

	30 June 2010 (US\$ million)
Shareholders' equity
Allotted, called–up and fully paid share capital
Ordinary shares	1,037
Share premium	5,338
Merger reserve	7,284
Reserves and retained earnings	15,799
Total shareholders' equity	29,458

Subordinated loan capital – issued by subsidiary undertakings
£675 million 5.375 per cent undated Step-Up Subordinated Notes
(callable and floating rate from 2020)	688
£600 million 8.103 per cent Step-Up Callable Perpetual Preferred Securities
(callable 2016)	1,165
£700 million 7.75 per cent Subordinated Debt due 2018	1,230
£300 million 6.0 per cent Subordinated Notes 2018
(Callable and floating rate from 2013)	511
£200 million 7.75 per cent undated Step Up Subordinated Notes
(callable and floating rate from 2022)	399
€1,100 million 5.875 per cent Subordinated Debt due 2017	1,614
€750 million 3.625 per cent Subordinated Notes due 2017
(callable and floating rate from 2012)	988
€675 million Floating Rate Subordinated Notes 2018 (Callable 2013)	864
US\$1 billion 6.4 per cent Subordinated Debt due 2017	1,193
US\$700 million 8.0 per cent Subordinated Notes due 2031	658
US\$500 million Floating Rate Subordinated Notes 2016 (callable 2011)	499
US\$300 million Floating Rate Subordinated Notes 2017 (callable 2012)	299
US\$100 million Floating Rate Subordinated Notes 2018 (callable 2013)	100
US\$1.5 billion 9.5 per cent Perpetual Preferred Securities (callable 2014)	1,611
US\$22 million 9.75 per cent fixed to floating rate note 2021 (callable 2016)	25
US\$750 million 5.875 per cent Subordinated Notes 2020	794
BWP 75 million Subordinated Debt due 2017	11
BWP 50 million Floating Rate Subordinated Notes 2015 (callable 2010) IDR 500 billion Floating Rate Notes due 2016	8 21
KRW 30 billion Floating Rate Subordinated debt 2011	25
KRW 3 billion 6.11 per cent Subordinated debt 2011	2
KRW 90 billion 6.05 per cent Subordinated debt 2018	81
KRW 260 billion 6.08 per cent Subordinated debt 2018	224
KRW 300 billion 7.05 per cent Subordinated debt 2019	250
MYR 500 million 4.28 per cent Subordinated Bonds 2017 (callable 2012)	156
PKR 1 billion Floating Rate Notes due 2013	11
PKR 750 million Floating Rate Notes due 2011	2
TWD 10 billion 2.9 per cent Subordinated debt 2019 (callable 2014)	315
JPY 10 billion 3.35 per cent Subordinated Note 2023 (callable 2018)	133
SGD 450 million 5.25 per cent Subordinated Notes 2023	357

	14,234
Subordinated loan capital – issued by Standard Chartered PLC
Primary Capital Floating Rate Notes:
US\$400 million	57
US\$300 million (Series 2)	81
US\$400 million (Series 3)	83
US\$200 million (Series 4)	51
£150 million	230
	502
Other borrowings – issued by Standard Chartered PLC
US\$925 million 8.15 per cent preference shares	1,001
£96 million 7.375 per cent irredeemable preference shares	170
£99 million 8.25 per cent irredeemable preference shares	175
	1,848

Total indebtedness for Group 16,082

Notes:

(1) All subordinated liabilities are unsecured, unguaranteed and subordinated to the claims of other creditors including, without limitation, customer deposits and deposits by banks. The Group has the right to settle these debt instruments in certain circumstances as set out in the contractual agreements.
(2) Liabilities denominated in foreign currencies are translated into US dollars at market exchange rates prevailing at 31 August 2010. The exchange rates used were £1.00 = US\$1.5346; US\$1.00 = HK\$7.7788; US\$1.00 = BWP 6.9013; US\$1.00 = KRW 1198.77; US\$1.00 = TZS 1520.142; US\$1.00 = EUR 0.7869; US\$1.00 = IDR 9041.25; US\$1.00 = PKR 85.5886.
(3) Contingent liabilities amounted to US\$39 billion as at 31 August 2010, of which US\$32 billion related to guarantees and irrevocable letters of credit.
(4) The total amount of all other financial liabilities as at 31 August 2010 was US\$364 billion, comprising deposits by banks US\$36 billion, customer accounts US\$288 billion and other debt securities in issue such as certificates of deposits US\$40 billion. These liabilities are not in the nature of subordinated loan Capital. These liabilities are unsecured and are not guaranteed, except US\$2 billion of the deposits by banks and US\$0.9 billion of the customer accounts include liabilities under repurchase agreements, which are collateralised with treasury bills/bonds.
(5) There has been no material change in the total capitalisation of Standard Chartered from 30 June 2010 up to 13 October 2010 (being the latest practicable date prior to the publication of this document).
(6) There has been no change in the total indebtedness of the Group, except for exchange rate movements or fair value changes, from 31 August 2010 up to 13 October 2010 (being the latest practicable date prior to the publication of this document).

2. Capital and liquidity management

Information on capital management is set out on pages 46 to 48 of Standard Chartered's 2010 Interim Report, which is incorporated into this document by reference. Information on liquidity risk and management is set out on pages 44 and 45 of Standard Chartered's 2010 Interim Report, which is incorporated into this document by reference.

PART XIV

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma financial information set out in this Part XIV has been prepared to illustrate the effect of the Rights Issue as if it had occurred on 30 June 2010. The unaudited pro forma financial information has been prepared for illustrative purposes only and, because of its nature, the pro forma statement of financial information addresses a hypothetical situation and does not, therefore, represent the Standard Chartered Group's actual financial position or results following the Rights Issue.

	As at	Adjustments for	Pro forma
	30 June 2010	Rights Issue	net assets
	Note 1 US\$m	Note 2 and 3 US\$m	Note 4 US\$m
Assets
Cash and balances at central banks	29,694	5,146	34,840
Financial assets held at fair value through profit or loss	24,287	–	24,287
Derivative financial instruments	44,555	–	44,555
Loans and advances to banks	49,390	–	49,390
Loans and advances to customers	215,005	–	215,005
Investment securities	76,787	–	76,787
Other assets	24,771	–	24,771
Current tax assets	159	–	159
Prepayments and accrued income	4,072	–	4,072
Interests in Associates	620	–	620
Goodwill and Intangible assets	6,513	–	6,513
Property, plant and equipment	3,971	–	3,971
Deferred tax assets	1,003	–	1,003
Total assets	480,827	5,146	485,973
Liabilities
Deposits by banks	31,903	–	31,903
Customer accounts	279,089	–	279,089
Financial liabilities held at fair value through
profit or loss	18,380	–	18,380
Derivative financial instruments	43,425	–	43,425
Debt securities in issue	33,364	–	33,364
Other liabilities	23,716	–	23,716
Current tax liabilities	897	–	897
Accruals and deferred income	3,572	–	3,572
Subordinated liabilities and other borrowed funds	15,555	–	15,555
Deferred tax liabilities	179	–	179
Provisions for liabilities and charges	224	–	224
Retirement benefit obligations	470	–	470
Total liabilities	450,774	0	450,774
Net assets (note 5)	27,970	5,146	33,116
Net tangible assets (note 5)	21,457	5,146	26,603
Shares in issue (number in millions) (note 6)	2,073	260	2,333
Net assets per share (cents)	1,349	0	1,419
Net tangible assets per share (cents)	1,035	0	1,140

Notes:

(1) Information on the net assets and net tangible assets of the Group as at 30 June 2010 has been extracted without material adjustment from the unaudited interim financial information for the six months ended 30 June 2010 as referred to in Part XVIII of this document.
(2) As set out in Part VIII of this document Standard Chartered proposes to raise £3,335 million before expenses by means of the Rights Issue. The proceeds of the Rights Issue have been included in cash and balances at central banks. The exchange rate used is £1 =US\$1.5793.
(3) The expenses of the Rights Issue have been estimated at £76.4 million (excluding any amounts in respect of VAT).
(4) No account has been taken of the trading results of the Group since 30 June 2010.
(5) Net assets are after deducting minority interests of US\$595 million and preference shares (including premium) of US\$1,488 million. Net tangible assets are also stated net of goodwill and intangible assets at 30 June 2010.
(6) Number of shares in issue at 30 June 2010 of 2,073 million after deducting own shares held in employee trusts aggregating 13,733,440.
(7) No account has been taken of any Ordinary Shares which may have been issued on the exercise of options granted or which may be granted under the Standard Chartered Share Schemes after 30 June 2010.

KPMG Audit Plc 8 Salisbury Square London E4Y 8BB United Kingdom

The Directors Standard Chartered PLC 1 Basinghall Avenue London EC2V 5DD

15 October 2010

Dear Sirs

Standard Chartered

We report on the pro forma financial information (the "Pro forma financial information") set out in Part XIV of the prospectus dated 15 October 2010, which has been prepared on the basis described therein, for illustrative purposes only, to provide information about how the Rights Issue might have affected the financial position presented on the basis of the accounting policies adopted by Standard Chartered in preparing the financial statements for the period ended 30 June 2010.

I. Opinion required by paragraph 7 of Annex II of the Prospectus Directive Regulation:

The opinion set out in this part I is required by paragraph 20.2 of Annex I of the Prospectus Directive Regulation and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

It is the responsibility of the directors of Standard Chartered to prepare the Pro forma financial information in accordance with paragraph 20.2 of Annex I of the Prospectus Directive Regulation.

It is our responsibility to form an opinion, as required by paragraph 7 of Annex II of the Prospectus Directive Regulation, as to the proper compilation of the Pro forma financial information and to report that opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro forma financial information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Save for any responsibility arising under Prospectus Rule 5.5.3R (2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 23.1 of Annex I of the Prospectus Directive Regulation, consenting to its inclusion in the prospectus.

Basis of Opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro forma financial information with the directors of Standard Chartered.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions apart from the United Kingdom and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion:

(a) the Pro forma financial information has been properly compiled on the basis stated; and
(b) such basis is consistent with the accounting policies of Standard Chartered.

II. Opinion required by paragraph 4.29 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules"):

The opinion set out in this part II is required by paragraph 4.29 of the Hong Kong Listing Rules and with reference to Accounting Guideline 7 "Preparation of Pro Forma Financial Information for inclusion in Investment Circulars" issued by the Hong Kong Institute of Certified Public Accountants and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

It is the responsibility of the directors of Standard Chartered to prepare the Pro forma financial information in accordance with Paragraph 4.29 of the Hong Kong Listing Rules and with reference to Accounting Guideline 7 "Preparation of Pro Forma Financial Information for inclusion in Investment Circulars" issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA").

It is our responsibility to form an opinion, as required by paragraph 4.29(7) of the Hong Kong Listing Rules, on the Pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

Save for any responsibility arising under the Hong Kong Listing Rules to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this opinion or our statement, required by and given solely for the purposes of complying with the Hong Kong Listing Rules, consenting to its inclusion in the prospectus.

Basis of Opinion

We conducted our work in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 300 "Accountants' Reports on Pro Forma Financial Information in Investment Circulars" issued by the HKICPA. Our work consisted primarily of comparing the unadjusted financial information with source documents, considering the evidence supporting the adjustments and discussing the Pro forma financial information with the directors of Standard Chartered. The engagement did not involve independent examination of any of the underlying financial information. Our work did not constitute an audit or review made in accordance with Hong Kong Standards on Auditing or Hong Kong Standards on Review Engagements issued by the HKICPA, and accordingly, we do not express any such audit or review assurance on the Pro forma financial information.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro forma financial information has been properly compiled by the directors of Standard Chartered on the basis stated, that such basis is consistent with the accounting policies of Standard Chartered and that the adjustments are appropriate for the purposes of the Pro forma financial information as disclosed pursuant to paragraph 4.29(1) of the Hong Kong Listing Rules. The Pro forma financial information is for illustrative purposes only and because of its hypothetical nature, it does not provide any assurance or indication that any event will take place in the future and may not be indicative of the financial position of Standard Chartered at the date started or any future date.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions apart from Hong Kong and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion:

(a) the Pro forma financial information has been properly compiled by the directors of Standard Chartered on the basis stated;
(b) such basis is consistent with the accounting policies of Standard Chartered; and
(c) the adjustments are appropriate for the purposes of the Pro forma financial information as disclosed pursuant to Paragraph 4.29(1) of the Hong Kong Listing Rules.

Declaration

For the purposes of Prospectus Rule 5.5.3R (2)(f) we are responsible for this report as part of the prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import.This declaration is included in the prospectus in compliance with paragraph 1.2 of Annex I of the Prospectus Directive Regulation.

Yours faithfully

KPMG Audit Plc

PART XV

TAXATION

1. United Kingdom taxation

(a) General

The following statements set out in this paragraph 1 do not constitute tax advice and are intended only as a general guide to current UK law and the published practice of HMRC, as currently understood (which are both subject to change at any time, possibly with retrospective effect). They relate only to certain limited aspects of the UK taxation treatment of Qualifying Shareholders and are intended to apply only (except to the extent stated otherwise) to persons who are resident and, in the case of individuals, ordinarily resident and domiciled in the United Kingdom for UK tax purposes, who are the absolute beneficial owners of Existing Ordinary Shares and who hold them as investments. They may not apply to certain Qualifying Shareholders, such as dealers in securities, insurance companies and collective investment schemes, Qualifying Shareholders who are exempt from taxation and Qualifying Shareholders who have (or who are deemed to have) acquired their Existing Ordinary Shares by virtue of an office or employment or anyone who is or has been an officer or employee of the Company. Such persons may be subject to special rules.

Any person who is in any doubt as to their tax position, or who is subject to taxation in any jurisdiction other than the United Kingdom, should consult their own professional adviser without delay.

(b) Taxation of chargeable gains

(i) Issue of New Ordinary Shares pursuant to the Rights Issue

For the purposes of UK taxation of chargeable gains, the issue of the New Ordinary Shares to a Qualifying Shareholder should be regarded as a reorganisation of the Company's share capital. Accordingly, a Qualifying Shareholder should not be treated as making a disposal of all or any part of his holding of Existing Ordinary Shares by reason of taking up his rights to New Ordinary Shares and, therefore, no liability to UK taxation of chargeable gains should arise to a Qualifying Shareholder to the extent that the Qualifying Shareholder takes up in full his entitlement to New Ordinary Shares.

On that basis, for the purposes of UK taxation of chargeable gains, New Ordinary Shares allotted to a Qualifying Shareholder pursuant to the Rights Issue will be treated as the same asset as, and having been acquired at the same time as, the Qualifying Shareholder's Existing Ordinary Shares. The amount paid to acquire the New Ordinary Shares should be added to the base cost of the Qualifying Shareholder's existing holding(s).

(ii) Disposal or lapse of rights to acquire New Ordinary Shares

If a Qualifying Shareholder disposes of all or some of his rights to acquire New Ordinary Shares, or if he allows or is deemed to have allowed his rights to lapse and receives a cash payment in respect of them, he may, depending on his circumstances, incur a liability to UK taxation of any chargeable gain realised. If, however, the proceeds resulting from the disposal or lapse of those rights are "small" as compared with the value of the Existing Ordinary Shares in respect of which the rights arose, the proceeds will instead be deducted from the base cost of his holding of Existing Ordinary Shares for the purposes of computing any chargeable gain or allowable loss on a subsequent disposal of Existing Ordinary Shares to which the rights related. HMRC will normally treat proceeds as "small" if the amount of the proceeds either does not exceed 5 per cent of the market value of the Existing Ordinary Shares held (measured immediately before disposal or lapse) or does not exceed £3,000. This treatment will not apply where the base cost of the relevant Qualifying Shareholder's Existing Ordinary Shares is less than the proceeds.

(iii) Disposal of New Ordinary Shares

(A) Individual Qualifying Shareholders

A disposal of New Ordinary Shares by a Qualifying Shareholder who is an individual may give rise to a chargeable gain (or allowable loss) for the purposes of UK capital gains tax, depending on the circumstances and subject to any available exemption or relief.

Capital gains tax should be charged at 18 per cent where and to the extent that the total chargeable gains (save for any chargeable gains actually arising before 23 June 2010) and, generally, total taxable income arising in a tax year, after all allowable deductions (including losses, the income tax personal allowance and the capital gains tax annual exempt amount, which is currently £10,100), are less than the upper limit of the income tax basic rate band (which is currently £37,400). Subject to the following paragraph, to the extent that any chargeable gains (or part of any chargeable gains) arising in a tax year exceed the upper limit of the income tax basic rate band when aggregated with any such income (in the manner referred to above), capital gains tax should be charged at 28 per cent.

Chargeable gains arising in the current tax year before 23 June 2010 should continue to be liable to capital gains tax at 18 per cent and should not be taken into account in determining the rate at which gains arising after that date should be charged. In working out the capital gains tax payable in the current tax year, taxpayers will generally be able to deduct losses and the annual exempt amount in the way which minimises the capital gains tax due.

Indexation allowance will not apply to the amount paid for the New Ordinary Shares.

(B) Corporate Qualifying Shareholders

A disposal of New Ordinary Shares by a Qualifying Shareholder within the charge to corporation tax may give rise to a chargeable gain (or allowable loss) for the purposes of UK corporation tax, depending on the circumstances and subject to any available exemption or relief.

Corporation tax is charged on chargeable gains at the rate applicable to that Qualifying Shareholder. Indexation allowance will apply to the amount paid for the New Ordinary Shares only from the date on which the payment to acquire the New Ordinary Shares is made or becomes liable to be made. Indexation allowance may reduce the amount of a chargeable gain that is subject to corporation tax, but may not create or increase any loss.

(iv) Non-UK resident Qualifying Shareholders

A Qualifying Shareholder who is an individual and who is only temporarily resident outside the United Kingdom for UK tax purposes at the date of a disposal of the New Ordinary Shares may be liable to UK tax on chargeable gains on becoming resident or ordinarily resident in the United Kingdom within five years of ceasing to be so resident or ordinarily resident, in respect of disposals made while he was temporarily resident outside the United Kingdom, subject to any available exemption or relief.

A Qualifying Shareholder who is neither resident nor, in the case of an individual, ordinarily resident in the United Kingdom (and is not temporarily resident outside the United Kingdom) should not be liable for UK tax on chargeable gains realised on a disposal of New Ordinary Shares unless such Qualifying Shareholder carries on:

(in the case of a Qualifying Shareholder who is an individual) a trade, profession or vocation in the United Kingdom through a branch or agency and the New Ordinary Shares either have been used in or for the purposes of the trade, profession or vocation, or have been used or held for the purposes of the branch or agency, or acquired for use by or for the purposes of the branch or agency; or
(in the case of a Qualifying Shareholder which is a company) a trade in the United Kingdom through a permanent establishment and the New Ordinary Shares either have been used in or for the purposes of the trade carried on through the permanent establishment, or have been used or held for the purposes of the permanent establishment or acquired for use by or for the purposes of the permanent establishment.

(c) Taxation of dividends

(i) General

There is no UK withholding tax on dividends.

(ii) Individual Qualifying Shareholders within the charge to UK income tax

When the Company pays a dividend to a Qualifying Shareholder who is an individual resident (for tax purposes) in the United Kingdom, the Qualifying Shareholder will be entitled to a tax credit equal to oneninth of the dividend received. The dividend received plus the related tax credit (the "gross dividend") will be part of the Qualifying Shareholder's total income for UK income tax purposes and will be regarded as the top slice of that income. However, in calculating the Qualifying Shareholder's liability to income tax in respect of the gross dividend, the tax credit (which equates to 10 per cent of the gross dividend) is set off against the tax chargeable on the gross dividend.

(A) Basic rate taxpayers

In the case of a Qualifying Shareholder who is liable to income tax at the basic rate, the Qualifying Shareholder will be subject to tax on the gross dividend at the rate of 10 per cent The tax credit will, in consequence, satisfy in full the Qualifying Shareholder's liability to income tax on the gross dividend.

(B) Higher rate taxpayers

To the extent that the gross dividend falls above the threshold for the higher rate of income tax but below the threshold for the additional rate of income tax, the Qualifying Shareholder will be subject to tax on the gross dividend at the rate of 32.5 per cent. This means that the tax credit will satisfy only part of the Qualifying Shareholder's liability to income tax on the gross dividend, so that to that extent the Qualifying Shareholder will have to account for income tax equal to 22.5 per cent of the gross dividend (which equates to 25 per cent of the dividend received). For example, assuming the entire gross dividend falls above the higher rate threshold and below the additional rate threshold, a dividend of £90 from the Company would represent a gross dividend of £100 (after the addition of the tax credit of £10) and the Qualifying Shareholder would be required to account for income tax of £22.50 on the dividend, being £32.50 (i.e. 32.5 per cent of £100.00) less £10 (the amount of the tax credit).

(C) Additional rate taxpayers

To the extent that the gross dividend falls above the threshold for the additional rate of income tax, the Qualifying Shareholder will be subject to tax on the gross dividend at the rate of 42.5 per cent. This means that the tax credit will satisfy only part of the Qualifying Shareholder's liability to income tax on the gross dividend, so that to that extent the Qualifying Shareholder will have to account for income tax equal to 32.5 per cent of the gross dividend (which equates to approximately 36.1 per cent of the dividend received). For example, assuming the entire gross dividend falls above the additional rate threshold, a dividend of £90 from the Company would represent a gross dividend of £100 (after the addition of the tax credit of £10) and the Qualifying Shareholder would be required to account for income tax of £32.50 on the dividend, being £42.50 (i.e. 42.5 per cent of £100.00) less £10 (the amount of the tax credit).

(iii) Corporate Qualifying Shareholders within the charge to UK corporation tax

Qualifying Shareholders within the charge to UK corporation tax which are "small companies" (for the purposes of UK taxation of dividends) will not generally be subject to tax on dividends from the Company.

Other Qualifying Shareholders within the charge to UK corporation tax will not be subject to tax on dividends from the Company so long as the dividends fall within an exempt class and certain conditions are met. In general, dividends paid on shares that are "ordinary share capital" for UK tax purposes and that are not redeemable and dividends paid to a person holding less than 10 per cent of the issued share capital of the payer (or any class of that share capital) are examples of dividends that fall within an exempt class.

(iv) No payment of tax credit

A Qualifying Shareholder (whether an individual or a company) who is not liable to tax on dividends from the Company will not be entitled to claim payment of the tax credit in respect of those dividends.

(d) Stamp duty and stamp duty reserve tax (SDRT)

The following statements are intended as a general guide to the current UK stamp duty and SDRT position and apply regardless of whether or not a Qualifying Shareholder is resident or ordinarily resident in the United Kingdom. They are based on what is understood to be the practice of HMRC.

No UK stamp duty or SDRT should generally be payable on the issue of Provisional Allotment Letters or split Provisional Allotment Letters or on the crediting of Nil Paid Rights or Fully Paid Rights to stock accounts in CREST. Where New Ordinary Shares represented by such documents or rights are registered in the name of the Qualifying Shareholder entitled to such shares, or where New Ordinary Shares are credited to the Qualifying Shareholder entitled to such shares in uncertificated form in CREST, no liability to UK stamp duty or SDRT should generally arise.

Persons who purchase (or are treated as purchasing) rights to New Ordinary Shares represented by Provisional Allotment Letters or split Provisional Allotment Letters (whether nil paid or fully paid but excluding Provisional Allotment Letters relating to shares on the Hong Kong register), or Nil Paid Rights or Fully Paid Rights held in CREST will normally be liable to pay UK SDRT at the rate of 0.5 per cent of the amount or value of the consideration payable.

Where such a purchase is effected through a stockbroker or other financial intermediary, that person will normally account to HMRC for the SDRT and should indicate that this has been done in any contract note issued to the purchaser. In other cases, the purchaser of the rights to the New Ordinary Shares represented by a Provisional Allotment Letter or a split Provisional Allotment Letter is liable to pay the SDRT and must account for it to HMRC. Any SDRT arising on the transfer of Nil Paid Rights or Fully Paid Rights held in CREST should be collected and accounted for to HMRC by CREST.

The issue or transfer of Provisional Allotment Letters, split Provisional Allotment Letters, New Ordinary Shares, Nil Paid Rights or Fully Paid Rights to a person whose business is or includes the provision of clearance services (or their nominee or agent) or a person whose business is or includes issuing depository receipts (or their nominee or agent) may give rise to UK stamp duty or SDRT at the higher rate of 1.5 per cent of the issue price, the amount or value of the consideration payable or, in certain circumstances, the value of the Provisional Allotment Letters, split Provisional Allotment Letters, New Ordinary Shares, Nil Paid Rights or Fully Paid Rights, as the case may be, unless, in the case of an issue or transfer to a person whose business is or includes the provision of clearance services (or their nominee or agent), that person has made an election under section 97A of the Finance Act 1986 which has effect in relation to such securities.

On 1 October 2009, the European Court of Justice ruled that such a charge, when levied in respect of an issue of shares by a limited liability company incorporated under English law into a clearance service, was prohibited by Article 11(a) of Council Directive 69/335/EEC. On the same day, HMRC announced that, with immediate effect, the 1.5 per cent charge to SDRT on the issue of shares into a clearance service within the EU would no longer be applied. On 9 December 2009, HMRC accepted that this extended to the issue of shares into a depository system within the EU. There may be further implications of this decision, in particular for the issue of shares into systems outside the EU. The law in this area may be particularly susceptible to change. Section 54 of the Finance Act 2010 has removed certain exemptions which applied to transfers from clearance systems or issuers of depository receipts based in the EU to clearance systems or issuers of depository receipts based outside the EU.

It is understood to be HMRC's practice that no UK stamp duty or SDRT should be payable on the entry into, or subsequent settlement or clearance in, CCASS of shares registered on the Hong Kong register of members or Provisional Allotment Letters relating to shares registered on the Hong Kong register of members, provided that no instrument of transfer is executed in the United Kingdom in respect of them.

Transfers of, or agreements to transfer, New Ordinary Shares which are registered on the Hong Kong register of members outside of CCASS should not in practice give rise to any UK stamp duty or SDRT provided that no instrument of transfer is executed in the United Kingdom in respect of them and, in the case of both stamp duty and SDRT, subject to the special rules relating to clearance services and depository receipts referred to above.

Subject to a stamp duty exemption for certain low value transactions and to the special rules relating to clearance services and depository receipts referred to above, subsequent dealings in Existing Ordinary Shares and New Ordinary Shares which are not registered on the Hong Kong register of members will generally be subject to UK stamp duty or SDRT in the normal way. The transfer on sale of Existing Ordinary Shares or New Ordinary Shares should generally be liable to ad valorem stamp duty at the rate of 0.5 per cent of the amount or value of the consideration paid (rounded up to the nearest multiple of £5). An unconditional agreement to transfer such shares should generally be liable to SDRT at the rate of 0.5 per cent of the amount or value of the consideration payable, but such liability will be cancelled, or a right to a repayment of the SDRT paid will arise, if the agreement is completed by a duly stamped transfer within six years of the agreement having become unconditional. Stamp duty is normally paid by the purchaser and SDRT is the liability of the purchaser.

Subject to the special rules relating to clearance services and depository receipts referred to above, no UK stamp duty or SDRT should arise on a transfer of New Ordinary Shares which are not registered on the Hong Kong register of members into the CREST system provided that, in the case of SDRT, the transfer is not for money or money's worth. Transfers of such shares within CREST are liable to SDRT (at the rate of 0.5 per cent of the amount or value of the consideration payable) and SDRT on relevant transactions settled in, or reported through, CREST will be collected by CREST.

It should be noted that certain categories of person, including market makers, brokers, dealers and other specified market intermediaries, are entitled to an exemption from UK stamp duty and SDRT in respect of purchases of securities in certain circumstances and there is an exemption for transfers to charities.

2. Hong Kong taxation

(a) General

This section addresses the taxation of income and capital gains of holders of Nil Paid Rights and New Ordinary Shares under the laws and practices of Hong Kong. The following summary of the tax position in Hong Kong is based on current law and practice, is subject to changes therein and does not constitute legal or tax advice. This summary provides a general outline of the material tax considerations that may be relevant to a decision to subscribe for, purchase, own or dispose of the New Ordinary Shares and does not deal with all possible Hong Kong tax consequences applicable to all categories of investors.

(b) Dividends

No tax will be payable in Hong Kong in respect of dividends the Company pays to its shareholders. Dividends distributed to the Company's shareholders will be free of withholding taxes in Hong Kong.

(c) Taxation on gains of sale

No tax is imposed in Hong Kong in respect of capital gains. However, trading gains from the sale of property by persons carrying on a trade, profession or business in Hong Kong where the trading gains are derived from or arise in Hong Kong will be chargeable to Hong Kong profits tax, which is currently charged at the rate of 16.5 per cent on corporations and at a maximum rate of 15 per cent on individuals. Certain categories of taxpayers whose business consists of buying and selling shares are likely to be regarded as deriving trading gains rather than capital gains (e.g. financial institutions, insurance companies and securities dealers) unless these taxpayers could prove that the investment securities are held for long-term investment purposes.

Trading gains from sales of the Nil Paid Rights or New Ordinary Shares effected on the Hong Kong Stock Exchange will be considered to be derived from or arise in Hong Kong. Liability for Hong Kong profits tax would thus arise in respect of trading gains from sales of Nil Paid Rights or New Ordinary Shares effected on the Hong Kong Stock Exchange realised by persons carrying on a business of trading or dealing in securities in Hong Kong.

(d) Stamp duty

Hong Kong stamp duty, currently charged at the ad valorem rate of 0.1 per cent on the higher of the consideration for or the value of the Nil Paid Rights or the New Ordinary Shares, will be payable by the purchaser on every purchase and by the seller on every sale of Nil Paid Rights or New Ordinary Shares (i.e. a total of 0.2 per cent is currently payable on a typical sale and purchase transaction involving New Ordinary Shares). In addition, a fixed duty of HK\$5.00 is currently payable on any instrument of transfer of New Ordinary Shares.

(e) Estate duty

The Revenue (Abolition of Estate Duty) Ordinance 2005 came into effect on 11 February 2006 in Hong Kong. No Hong Kong estate duty is payable and no estate duty clearance papers are needed for an application for a grant of representation in respect of holders of New Ordinary Shares whose deaths occur on or after 11 February 2006.

3. United States taxation

United States Internal Revenue Service Circular 230 Notice: To ensure compliance with Internal Revenue Service Circular 230, prospective investors are hereby notified that: (a) any discussion of US federal tax issues contained or referred to in this document or any document referred to herein is not intended or written to be used, and cannot be used by prospective investors for the purpose of avoiding penalties that may be imposed on them under the United States Internal Revenue Code; (b) such discussion is written for use in connection with the promotion or marketing of the transactions or matters addressed herein; and (c) prospective investors should seek advice based on their particular circumstances from an independent tax adviser.

This section describes the material US federal income tax consequences of the receipt of the Nil Paid Rights pursuant to the Rights Issue and the subsequent disposition or exercise of those Nil Paid Rights, the purchase of Fully Paid Rights and the subsequent disposition or exchange of those Fully Paid Rights, the issuance of New Ordinary Shares to the holders of Fully Paid Rights, and the ownership and disposition of the New Ordinary Shares. It applies to you only if you are a US Holder (as defined below), acquire the Nil Paid Rights pursuant to the Rights Issue, acquire the Fully Paid Rights through exercise of such Nil Paid Rights, or acquire New Ordinary Shares through issuance to the holders of such Fully Paid Rights, and hold those Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares as capital assets for US federal income tax purposes. This section does not apply to depository receipt holders in respect of their depository receipts. This section does not apply to you if you are a member of a special class of holders subject to special rules, including:

persons that own (directly or indirectly) 10 per cent or more of the voting stock of the Company;
a dealer in securities;
a trader in securities that elects to use a mark-to-market method of accounting for securities holdings;
a tax-exempt organisation;
a life insurance company;
a person liable for alternative minimum tax;
a person that holds the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares, as part of a straddle or a hedging or conversion transaction;
a person deemed to sell the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares, under the constructive sale provisions of the Internal Revenue Code of 1986, as amended (the "Code");
a person owning the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares, through a partnership or other pass-through entity; or
a US Holder whose functional currency is not the US dollar.

This section is based on the Code, its legislative history, existing and proposed regulations, published rulings and court decisions, and the income tax convention between the United States and the United Kingdom (the "Treaty"), all as currently in effect. These laws are subject to change, possibly on a retroactive basis.

You are a US Holder if you are a beneficial owner of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares, and you are:

a citizen or individual resident of the United States;
a corporation or other entity treated as a corporation for US federal income tax purposes, created or organised under the laws of the United States or any State thereof, or the District of Columbia;
an estate whose income is subject to US federal income tax regardless of its source; or
a trust if a US court can exercise primary supervision over the trust's administration and one or more US persons are authorised to control all substantial decisions of the trust.

You should consult your tax adviser regarding the US federal, state, local and other tax consequences of receiving, owning and disposing of the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares, in your particular circumstances.

(a) Taxation of the Nil Paid Rights

(i) Distribution of the Nil Paid Rights

Although the tax consequences of the distribution of Nil Paid Rights to a US Holder are not free from doubt, the distribution should be a non-taxable event to a US Holder, rather than taxable to the US Holder as a dividend to the extent of the Company's current or accumulated earnings and profits, as described under "Taxation of the New Ordinary Shares – Dividends". The remainder of this US federal income tax discussion assumes the distribution of the Nil Paid Rights will not constitute a taxable event to the US Holder for US federal income tax purposes.

(ii) Basis and holding period

The tax basis of the Nil Paid Rights received by a US Holder will be zero, unless either (i) the fair market value of the Nil Paid Rights on the date the Nil Paid Rights are distributed is 15 per cent or more of the value of the underlying Existing Ordinary Shares with respect to which the Nil Paid Rights are distributed, or (ii) the US Holder elects to allocate to the Nil Paid Rights a portion of its basis in the underlying Existing Ordinary Shares with respect to which the Nil Paid Rights were distributed. If either of these applies, basis will be allocated in proportion to the relative fair market values of the Existing Ordinary Shares and the Nil Paid Rights on the date the Nil Paid Rights are distributed. A US Holder who wishes to make the election to allocate a portion of its basis to the Nil Paid Rights must attach a statement to this effect to its US federal income tax return for the tax year in which the Nil Paid Rights are received. The election will apply to all of the Nil Paid Rights received by the US Holder pursuant to the Rights Issue and, once made, will be irrevocable.

In the event that the value of the Nil Paid Rights is less than 15 per cent of the value of the underlying Existing Ordinary Shares, US Holders should consult their own tax advisers regarding the advisability of making such an election.

The holding period of the Nil Paid Rights in the hands of a US Holder will include the US Holder's holding period in the underlying Existing Ordinary Shares with respect to which the Nil Paid Rights were distributed (whether or not basis is allocated to the Nil Paid Rights).

(iii) Sale, exchange, or expiration

Subject to the rules described below under "Passive Foreign Investment Company (PFIC) rules", a US Holder will recognise capital gain or loss on the sale or other disposition (including a disposition pursuant to a Cashless Take-Up) of the Nil Paid Rights in an amount equal to the difference between (i) the US dollar value of the amount realised on the disposition and (ii) the US Holder's tax basis (if any), determined in US dollars in the Nil Paid Rights. Subject to the PFIC rules described below, if a US Holder does not sell or exercise a Nil Paid Right and, as a result, receives an amount pursuant to paragraph 8 of Part IX of this document ("Procedure in respect of New Ordinary Shares not taken up and withdrawal rights"), the US Holder should recognise capital gain or loss in an amount equal to the difference between (i) the US dollar value of the amount the holder receives and (ii) the holder's tax basis (if any), determined in US dollars, in the Nil Paid Right. Capital gain of a non-corporate US Holder is generally taxed at preferential rates if the holder has a holding period greater than one year, or at the same rates as ordinary income if the holder has a holding period of one year or less. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. A US Holder's ability to deduct any capital losses may be subject to significant limitations.

If a US Holder does not sell or exercise a Nil Paid Right but does not receive any amount pursuant to paragraph 8 of Part IX of this document ("Procedure in respect of New Ordinary Shares not taken up and withdrawal rights"), the US Holder should not recognise a loss for US federal income tax purposes (even if the holder has a tax basis in the Nil Paid Right). Instead, if the US Holder had previously allocated to that Nil Paid Right a portion of the tax basis of the US Holder's Existing Ordinary Shares, that basis should be re-allocated to the Existing Ordinary Shares.

(iv) Exercise of the Nil Paid Rights

A US Holder will not recognise taxable income upon the receipt of the Fully Paid Rights pursuant to the exercise of the Nil Paid Rights.

(b) Taxation of the Fully Paid Rights

(i) Basis and holding period

A US Holder's basis in the Fully Paid Rights will equal the sum of the US dollar value of the Issue Price (including amounts paid on behalf of the US Holder pursuant to a Cashless Take-Up) determined at the spot rate on the date of exercise and the US Holder's basis, if any, in the Nil Paid Rights exercised to obtain the Fully Paid Rights. Subject to the PFIC rules discussed below, a US Holder's holding period in each Fully Paid Right will begin with and include the date of exercise of the Nil Paid Right.

(ii) Sale or exchange of the Fully Paid Rights

Subject to the PFIC rules described below, a US Holder will recognise capital gain or loss on the sale or other disposition of the Fully Paid Rights in an amount equal to the difference between (i) the US dollar value of the amount realised on the disposition and (ii) the US Holder's tax basis, determined in US dollars, in the Fully Paid Rights. Capital gain of a non-corporate US Holder from the sale or exchange of Fully Paid Rights will be taxed at the same rates as ordinary income. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. A US Holder's ability to deduct any capital losses may be subject to significant limitations.

(iii) Receipt of New Ordinary Shares

The receipt of the New Ordinary Shares issued to holders of the Fully Paid Rights should not constitute a taxable event to the US Holder for US federal income tax purposes.

(c) Taxation of the New Ordinary Shares

(i) Basis and holding period

A US Holder's basis in the New Ordinary Shares acquired upon issuance to a holder of a Fully Paid Right should equal the US Holder's basis in the Fully Paid Right with respect to which the New Ordinary Shares were issued. The holding period of any New Ordinary Share acquired will not include that of the corresponding Nil Paid Right. The holding period of any New Ordinary Share acquired will begin with and include the date of exercise of the underlying Nil Paid Right.

(ii) Dividends

Subject to the PFIC rules described below, any distributions paid by the Company to US Holders would be taxable as dividend income to the extent such distributions are from the Company's current or accumulated earnings and profits, as determined for US federal income tax purposes. The Company intends to treat the entire amount of any distribution paid by the Company to US Holders as a taxable dividend without calculating the portion that is paid out of the Company's earnings and profits for United States federal income tax purposes.

If you are a non-corporate US Holder, dividends paid to you in taxable years beginning before 1 January 2011, that constitute qualified dividend income will be taxable to you at a maximum rate of 15 per cent, provided that you hold the New Ordinary Shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meet other holding period requirements. Dividends paid with respect to the New Ordinary Shares generally should be qualified dividend income.

In the case of a US Holder that is a corporation, dividends received from the Company will not be eligible for the dividends-received deduction generally available to US corporations.

If a distribution is paid in Pounds Sterling or Hong Kong dollars, a US Holder will be treated as receiving the US dollar value of the Pounds Sterling or Hong Kong dollar amount, determined at the relevant spot rate in effect on the day the distribution is actually or constructively received, regardless of whether the payment is in fact converted to US dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date a US Holder is treated as receiving the Pounds Sterling or Hong Kong dollars to the date the US Holder actually converts the Pounds Sterling or Hong Kong dollars into US dollars will be treated as ordinary income or loss and will not be eligible for the reduced tax rates available for dividends paid by a "qualified foreign corporation". In addition, any such currency gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. If dividends received in Pounds Sterling or Hong Kong dollars are converted into US dollars on the day they are received, the US Holder generally will not be required to recognise foreign currency gain or loss in respect of the dividend income.

US Holders that are offered and elect the scrip dividend alternative should consult their own tax advisers regarding the tax consequences of electing the scrip dividend alternative.

(iii) Sale or exchange

Subject to the PFIC rules described below, gain or loss realised by a US Holder on the sale or other disposition of any New Ordinary Shares is subject to US federal income taxation as capital gain or loss in an amount equal to the difference between (i) the US dollar value of the amount realised on the disposition and (ii) the US Holder's adjusted tax basis, determined in US dollars, in the relevant New Ordinary Shares.

Capital gain of a non-corporate US Holder is generally taxed at preferential rates if the holder has a holding period greater than one year, or at the same rates as ordinary income if the holder has a holding period of no more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. A US Holder's ability to deduct any capital losses may be subject to significant limitations.

(d) Passive Foreign Investment Company (PFIC) rules

The Company believes that it was not a "passive foreign investment company" (a "PFIC") for United States federal income tax purposes for its most recent preceding taxable year and the Company does not expect to be considered a PFIC for the current taxable year or in the foreseeable future. Although interest income is generally passive income, a special rule allows banks to treat their banking business income as non-pasive. To qualify for this rule, a bank must satisfy certain requirements regarding its licensing and activities. The Company believes that it currently meets these requirements. However, because PFIC status depends upon the composition of a company's income and assets and the market value of its assets from time to time, there can be no assurance that the Company will not be considered a PFIC for any taxable year. If the Company were treated as a PFIC for any taxable year during which a US holder held the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Existing Ordinary Shares, certain materially adverse United States tax consequences could apply.

(e) Medicare Tax

For taxable years beginning after 31 December 2012, a United States person that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8 per cent tax on the lesser of (1) the United States person's "net investment income" for the relevant taxable year and (2) the excess of the United States person's modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between \$125,000 and \$250,000, depending on the individual's circumstances). A holder's net investment income will generally include its dividend income and its net gains from the disposition of the Nil Paid Rights, the Fully Paid Rights, and the New Ordinary Shares, unless such dividend income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a United States person that is an individual, estate or trust, you are urged to consult your tax advisers regarding the applicability of the Medicare tax to your income and gains in respect of your investment in the Nil Paid Rights, the Fully Paid Rights, and the New Ordinary Shares.

(f) Transfer Reporting Requirements

A US Holder that purchases New Ordinary Shares may, under certain circumstances, be required to file Form 926 (or similar form) with the IRS. A US Holder that fails to file any such required form could be required to pay a penalty equal to 10 per cent of the gross amount paid for the New Ordinary Shares (subject to a maximum penalty of \$100,000, except in cases of intentional disregard). US Holders should consult their tax advisers with respect to this or any other reporting requirement that may apply.

(g) Information with Respect to Foreign Financial Assets

Under recently enacted legislation, individuals that own "specified foreign financial assets" with an aggregate value in excess of \$50,000 in taxable years beginning after 18 March 2010 will generally be required to file an information report with respect to such assets with their tax returns. "Specified foreign financial assets" include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-United States persons, (ii) financial instruments and contracts held for investment that have non-United States issuers or counterparties, and (iii) interests in foreign entities. US holders that are individuals are urged to consult their tax advisers regarding the application of this legislation to their ownership of the Nil Paid Rights, the Fully Paid Rights, and the New Ordinary Shares.

(h) United States information reporting and backup withholding

For non-corporate US Holders, information reporting requirements generally will apply to dividend payments or other taxable distributions made to the holders within the United States, and to the payment of proceeds to the holders from the sale of New Ordinary Shares effected at a US office of a broker. Additionally, backup withholding may apply to such payments if the non-corporate US Holder fails to provide an accurate taxpayer identification number, is notified by the Internal Revenue Service that the holder has failed to report all interest and dividends required to be shown on the holder's US federal income tax returns, or in certain circumstances, fails to comply with applicable certification requirements. Pursuant to recently enacted legislation, certain payments in respect of New Ordinary Shares made to corporate US holders after 31 December 2011 may be subject to information reporting and backup withholding.

A US Holder subject to backup withholding generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed the holder's US federal income tax liability by filing a refund claim with the United States Internal Revenue Service.

PART XVI

ADDITIONAL INFORMATION

1. Persons responsible

(a) UK compliant responsibility statement

The Company and the Directors accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

(b) Hong Kong compliant responsibility statement

This document, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters, the omission of which would make any statement herein or this document misleading.

2. Incorporation and registered office

Standard Chartered is a public limited company domiciled in England and Wales. It was incorporated and registered in England and Wales as a company limited by shares on 18 November 1969 with registered number 966425. The principal law and legislation under which the Company operates, and under which the Ordinary Shares have been created, are the Companies Act and the regulations made thereunder.

The registered office of the Company is at 1 Aldermanbury Square, London EC2V 7SB (telephone +44(0)20 7885 8888).

3. Share capital of the Company

(a) Issued share capital

The issued and fully paid share capital of Standard Chartered as at the close of business on 13 October 2010 (being the latest practicable date prior to the publication of this document) consists of:

Class of share capital	Number of shares issued	Nominal value of shares issued
Ordinary Shares of US\$0.50 each	2,084,206,106	US\$1,042,103,053
Non-cumulative irredeemable preference shares
of £1.00 each Non-cumulative redeemable preference shares	195,285,000	£195,285,000
of US\$5.00 each	477,500	US\$2,387,500

The following table shows the movements in issued share capital of the Company during the financial years ended 31 December 2007, 31 December 2008 and 31 December 2009 and the period from 31 December 2009 to 13 October 2010 (the latest practicable date prior to publication of this document).

	Notes	Number of Ordinary Shares(m)	OrdinaryPreference Share capital US\$m	share capital US\$m	Share premium account US\$m	Total US\$m
At 1 January 2007		1,384	692	–	3,865	4,557
Preference shares	3	–	–	–	745	745
Issued instead of dividends	1	16	8	–	(8)	–
Issued under employee share schemes	2	10	5	–	111	116
At 31 December 2007		1,410	705	–	4,713	5,418
Issued instead of dividends	4	11	6	–	(6)	–
Issued under employee share schemes	5	5	2	–	36	38
Issued under the rights issue	6	470	235	–	–	235
At 31 December 2008		1,896	948		4,743	5,691
Issued instead of dividends	7	41	21	–	(21)	–
Issued under employee share schemes	8	13	7	–	106	113
Issued under the placing	9	75	37	–	–	37
At 31 December 2009		2,025	1,013	–	4,828	5,841
Issued under employee share schemes	10	7	3	–	29	32
Issued instead of dividends	11	28	14	–	(14)	–
Issued under the IDR listing	12	24	12	–	492	504
At 13 October 2010		2,084	1,042	–	5,335	6,377

Notes:

(1) On 10 May 2007, the Company issued 12,765,274 Ordinary Shares instead of the 2006 final dividend. On 10 October 2007, the Company issued 3,163,466 Ordinary Shares instead of the 2007 interim dividend.
(2) 9,012,891 Ordinary Shares were issued under the Standard Chartered Share Schemes during 2007.
(3) On 25 May 2007, the Company issued 7,500 non-cumulative redeemable preference shares of US\$5 each at a placing price of US\$100,000 each. The shares are redeemable at the option of the Company in accordance with the terms of the shares at the paid-up amount (which includes premium) and have discretionary dividend payments and are accordingly classified as equity as required by IAS 32. The shares were issued to fund the continuing business of the Group.
(4) On 16 May 2008, the Company issued 8,142,490 Ordinary Shares instead of the 2007 final dividend. On 9 October 2008, the Company issued 2,940,049 Ordinary Shares instead of the 2008 interim dividend.
(5) 5,410,537 Ordinary Shares were issued under the Standard Chartered Share Schemes during 2008.
(6) On 18 December 2008, the Company issued 470,014,830 Ordinary Shares under the Standard Chartered rights issue announced on 24 November 2008.
(7) On 15 May 2009, the Company issued 32,270,731 Ordinary Shares instead of the 2008 final dividend. On 8 October 2009, the Company issued 9,157,053 Ordinary Shares instead of the 2009 interim dividend.
(8) 12,594,749 Ordinary Shares were issued under the Standard Chartered Share Schemes during 2009.
(9) On 7 August 2009, the Company issued 75,000,000 Ordinary Shares under the Standard Chartered placing announced on 4 August 2009.
(10) 7,126,879 Ordinary Shares were issued under the Standard Chartered Share Schemes between 1 January 2010 and 13 October 2010 at prices between nil and 1,146 pence.
(11) On 13 May 2010, the Company issued 18,190,898 Ordinary Shares instead of the 2009 final dividend.
(12) On 7 June 2010, the Company issued 24,000,000 Ordinary Shares in connection with the listing of Indian Depository Receipts in India.
(13) On 5 October 2010, the Company issued 9,688,558 Ordinary Shares instead of the 2010 interim dividend.

(b) Issued Ordinary Share capital immediately following completion of the Rights Issue

The issued and fully paid Ordinary Share capital of the Company immediately following completion of the Rights Issue will be as follows (assuming no exercise of options under the Standard Chartered Share Schemes):

Number of Ordinary Shares	Ordinary Share capital
2,344,731,869	US\$1,172,365,934.50

(c) Dilution on Rights Issue

The New Ordinary Shares represent approximately 12.50 per cent of the Ordinary Shares in issue immediately prior to the Rights Issue. Qualifying Shareholders who take up their pro rata entitlement in full will suffer following the Rights Issue being completed, subject to fractions, no dilution to their interests in the Company. Qualifying Shareholders who do not take up any of their rights to take up the New Ordinary Shares will suffer an immediate dilution of 11.11 per cent in their interests in the Company.

(d) Share options

A description of the Standard Chartered Share Schemes for its directors and employees is given in Note 39 to the consolidated financial statements in the 2009 Annual Report and Accounts, which is incorporated into this document by reference.

As at 13 October 2010 (the latest practicable date prior to the publication of this document), options over 64,042,405 Ordinary Shares (amounting to 3.07 per cent of the issued share capital as at 13 October 2010) had been granted and were outstanding under the Standard Chartered Share Schemes, as follows:

			Number of
		Exercise Price	Ordinary Shares
Scheme	Grant Date	(pence)	under option	Exercise Period
ESOS	2 April 2001	790	61,456	2010 – 2011
ESOS, PSP	6 March 2002	0 – 633	204,109	2010 – 2012
ESOS	17 September 2002	629	16,323	2010 – 2012
ESOS, PSP	5 March 2003	0 – 604	457,292	2010 – 2013
ESOS	18 September 2003	746	36,940	2010 – 2013
RSS, ESOS, PSP	4 March 2004	0 – 819	825,679	2010 – 2014
PSP	9 June 2004	Nil	3,794	2010 – 2014
ESOS, RSS	14 September 2004	0 – 839	16,071	2010 – 2014
RSS, ESOS, PSP	9 March 2005	0 – 850	306,663	2010 – 2015
ESOS, RSS	14 June 2005	0 – 910	26,386	2010 – 2015
Sharesave	8 September 2005	864	64,907	2010 – 2011
RSS, Sharesave	20 September 2005	0 – 864	1,442,197	2010 – 2015
PSP, RSS	14 March 2006	Nil	585,613	2010 – 2016
RSS	11 May 2006	Nil	17,860	2010 – 2016
Sharesave	8 September 2006	931	59,888	2010 – 2012
PSP, RSS, Sharesave	12 September 2006	931	389,544	2010 – 2016
PSP, RSS, SRSS	12 March 2007	Nil	911,611	2010 – 2017
PSP, RSS, SRSS	17 September 2007	Nil	318,383	2010 – 2017
Sharesave	26 September 2007	1,088	283,574	2010 – 2013
Sharesave	1 October 2007	1,088	3,471,260	2010 – 2013
PSP, RSS, SRSS	11 March 2008	Nil	4,391,952	2010 – 2018
PSP, RSS	24 April 2008	Nil	506,991	2010 – 2018
PSP, RSS, SRSS	16 September 2008	Nil	600,369	2010 – 2018
Sharesave	29 September 2008	1,017	362,490	2011 – 2014
Sharesave	3 October 2008	1,017	4,073,004	2011 – 2014
PSP, RSS, SRSS	11 March 2009	Nil	19,765,828	2012 – 2019
PSP, RSS, SRSS	23 June 2009	Nil	319,485	2011 – 2019
PSP, RSS, SRSS	15 September 2009	Nil	665,366	2011 – 2019
RSS	28 September 2009	Nil	41,528	2011 – 2016
Sharesave	5 October 2009	1,146	282,157	2012 – 2015
Sharesave	9 October 2009	1,146	3,317,515	2012 – 2015
PSP, RSS, SRSS	3 December 2009	Nil	214,377	2012 – 2019

PSP, RSS, SRSS	11 March 2010	Nil	16,350,654	2011 – 2020
PSP, RSS, SRSS	18 June 2010	Nil	794,926	2012 – 2020
PSP, RSS, SRSS	21 September 2010	Nil	1,004,182	2012 – 2020
Sharesave	4 October 2010	1,519	191,200	2013 – 2016
Sharesave	11 October 2010	1,519	3,303,817	2013 – 2016

Save as disclosed above and under paragraph 9(b)(i) of this Part XVI, no share or loan capital of the Company or any member of the Group is under option, or is agreed, conditionally or unconditionally, to be put under option.

4. Interests of natural and legal persons involved in the Rights Issue

Save as otherwise disclosed in this document, no person involved in the Rights Issue had an interest which was material to the Rights Issue.

5. Major shareholders and related party transactions

(a) Significant shareholdings

In addition to the interests of the Directors disclosed in paragraphs 4 and 5 of Part XII of this document, in so far as it is known to the Company, the Directors and the chief executive as at 13 October 2010 (the latest practicable date prior to the publication of this document) the following persons are interested directly or indirectly in 3 per cent or more of the issued share capital of the Company (being the threshold of notification under the Disclosure and Transparency Rules):

Shareholder	Number of Ordinary Shares	Percentage of voting rights
Temasek Holdings (Private) Limited(1)	382,529,775	18.35
BlackRock, Inc	126,050,546	6.05
Aberdeen Asset Management PLC's Fund
Management Operating Subsidiaries	103,797,192	4.98
Legal & General Plc	80,535,095	3.86

Notes:

(1) Temasek Holdings (Private) Limited's interest is held indirectly through Dover Investments Pte Ltd. and Cavanagh Investments Pte Ltd.

Save as disclosed above and assuming all other Shareholders take up their rights in full under the Rights Issue, the Company is not aware of any person who is, or who will be, immediately following the Rights Issue, directly or indirectly interested in 3 per cent or more of the issued share capital of the Company.

None of the Shareholders holding a notifiable interest as set out above has different voting rights to those of the other Shareholders.

So far as is known to any Director or the chief executive of the Company, as at 13 October 2010 (being the latest practicable date prior to the publication of this document), the following persons were, directly or indirectly, interested in 10 per cent or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or had any options in respect of such capital.

Subsidiary	Business Description	Name of External Shareholder	Percentage of voting rights
Standard Chartered Bank Gambia Limited (Gambia)	Banking Services	Social Security and Housing Finance Corporation (Gambia)	16.426
Standard Chartered Bank Ghana Limited (Ghana)	Banking Services	Social Security and National Insurance Trust (SSNIT). SSNIT is a statutory public Trust charged with the administration of Ghana's National Pension Scheme	14.34
CWB Capital Partners Limited (UK)	Joint venture investment to facilitate new Private	WestLB (UK)	49.94
Standard Chartered (SFD No.1) Limited (UK)	Equity fund with WestLB following the sale of		11.00
Standard Chartered (SFD No.2) Limited (UK)	Standard Chartered UK Merchant Bank to		33.25
CWB Capital Partners (Investments) Limited (UK)	WestLB in late 1980s		49.94
CWB Capital Partners (Nominees) Limited (UK)			24.97

As at 13 October 2010 (the latest practicable date prior to the publication of this document), Standard Chartered was not aware of any person who would, or could, immediately following the Rights Issue, directly or indirectly, jointly or severally, exercise control over Standard Chartered.

As at 13 October 2010 (the latest practicable date prior to the publication of this document), Standard Chartered was not aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company.

(b) Related Party Transactions

Other than as disclosed in Note 52 to the consolidated financial statements in the 2007 Annual Report and Accounts, in Note 56 to the consolidated financial statements in the 2008 Annual Report and Accounts, in Note 51 to the consolidated financial statements in the 2009 Annual Report and Accounts and Note 35 to the unaudited condensed financial statements in the 2010 Interim Report, respectively, each of which are incorporated into this document by reference, the Company has not entered into any Related Party Transactions during FY 2007, FY 2008, FY 2009, the six months ended 30 June 2010 or the period 1 July 2010 to 13 October 2010 (being the latest practicable date prior to the publication of this document).

(c) Shares held by or on behalf of experts

As at 13 October 2010 (the latest practicable date prior to the publication of this document), none of the experts named in this document had any shareholding in any member of the Group or any right to subscribe for securities in any member of the Group.

6. Summary of the Articles of Association of Standard Chartered

The following is a summary of Standard Chartered's Articles of Association, which are incorporated by reference into this document and which are available for inspection as set out in paragraph 17 of this Part XVI.

Articles of Association

(a) Share capital

(i) Subject to any requirements of the Hong Kong Listing Rules and to any rights attaching to existing shares, any share may be issued with or have attached to it such rights and restrictions as the Company may by ordinary resolution decide or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the Board may decide.
(ii) Subject to any rights attaching to existing shares, redeemable shares may be issued. The Board may determine the terms, conditions and manner of redemption of any such shares.
(iii) Save to the extent inconsistent with the Articles, limited voting sterling preference shares, limited voting dollar preference shares and other currency denominated preference shares (the preference shares) may be issued with such rights and subject to such restrictions and limitations as the Board may determine. Key rights attaching to the preference shares are described below:
A. On a winding-up or other return of capital (other than, unless otherwise provided by their terms of issue, a redemption, reduction or purchase by the Company of any of its issued shares), the assets available to shareholders shall be applied, in priority to any payment to Shareholders and in priority to, or pari passu with holders of other classes of shares, in payment to the holder of preference shares of each series of a sum equal to the aggregate of:
- an amount equal to dividends accrued thereon for the then current dividend period to the date of commencement of the winding up (to the extent payable as a cash dividend);
- an amount equal to any dividend resolved to be paid on or after the date of commencement of the winding up but payable in respect of a dividend period ending on or before such date; and
- the amount paid up or credited as paid up in respect of the nominal value of such preference shares and any premium determined by the Board prior to allotment.
B. Unless otherwise determined by the Board, each class of preference shares shall be redeemable at the option of the Company.
C. Save as provided by the terms of issue, no preference share shall carry any right to attend or vote at any general meeting of the Company.
D. Each preference share confers the right to the payment of a non-cumulative dividend (payable in the relevant currency) in priority to the payment of any dividend to the Shareholders and any other class of shares in the Company in issue.

(b) Voting Rights

(i) Subject to any special terms as to voting attaching to any class of shares, members shall be entitled to vote at a general meeting on a show of hands. On a poll, every member who is present in person or by proxy shall, subject to any special terms as to voting, have one vote for every US\$2 nominal value of share capital held by him.
(ii) In the case of joint holders of a share 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 and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

(c) Restrictions on voting

(i) No member shall, unless the Board otherwise decides, be entitled to attend or vote at any general meeting in respect of any share held by him unless all calls or other sums then payable by him in respect of that share have been paid.
(ii) If any member is required under the Hong Kong Listing Rules to abstain from voting on any particular resolution or to vote only for or against any particular resolution, any vote cast by or on behalf of such member in contravention of such requirement shall not be counted.

(d) Dividends and Other Distributions

(i) The Company may by ordinary resolution from time to time declare dividends not exceeding the amount recommended by the Board.
(ii) The Board may pay interim dividends, or any fixed rate dividend, whenever the financial position of the Company, in the opinion of the Board, justifies their payment. If the Board acts in good faith, it will not incur any liability to holders of any shares for any losses suffered in consequence of the payment of such an interim or fixed dividend on any other class of shares ranking pari passu with or after those shares.
(iii) Subject to the rights attaching to, or the terms of issue of, any shares, no dividend payable or any other monies payable by the Company on or in respect of any share shall bear interest against the Company.
(iv) Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide, all dividends shall be apportioned and paid pro rata according to the amounts paid up on the share during any portion or portions of the period in respect of which the dividend is paid. Dividends may be declared or paid in any currency.
(v) The Board may if authorised by an ordinary resolution of the Company, offer ordinary shareholders (excluding any member holding shares as treasury shares) in respect of any dividend, the right to elect to receive ordinary shares, credited as fully paid, by way of share dividend, instead of cash.
(vi) Any dividend unclaimed after a period of 12 years from the date when it was declared or became due for payment shall be forfeited and revert to the Company.
(vii) The Company may cease to send cheques, warrants or similar financial instruments by post or to employ any other means of payment for dividends if either (i) at least two consecutive dividend payments have remained uncashed or are returned undelivered or that means of payment has failed or (ii) one payment remains uncashed or is returned undelivered or that means of payment has failed and reasonable enquiries have failed to establish any new postal address or account of the holder. The Company must resume

sending cheques, warrants or similar financial instruments or employing such other means of payment if the person entitled to payment requests such resumption in writing.

(e) Variation of Rights

(i) Subject to the Companies Acts (as defined in the Articles), rights attached to any class of shares may from time to time be varied with the written consent of the holders of not less than three-fourths in nominal value of the issued shares of that class (excluding any shares held as treasury shares), or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares. At every such separate general meeting (except an adjourned meeting) the quorum shall be two persons holding or representing by proxy not less than one-third in nominal value of the issued shares of the class (excluding any shares held as treasury shares).
(ii) The rights conferred upon the holders of any shares shall not, unless otherwise expressly provided in the rights attaching to those shares, be deemed to be varied by the creation or issue of further shares ranking pari passu with them.

(f) Transfer of shares

(i) Subject to the uncertificated securities rules (as defined in the Articles) the Board may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system. Provisions of the Articles do not apply to any uncertificated shares to the extent that such provisions are inconsistent with the holding of shares in uncertificated form or with the transfer of shares by means of a relevant system or with any provision of the uncertificated securities rules.
(ii) Any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Board may approve. The instrument of transfer must be signed by or on behalf of the transferor and (in the case of a partly-paid share) the transferee.
(iii) The transferor of a share is deemed to remain the holder until the transferee's name is entered in the register.
(iv) The Board can decline to register any transfer of any share which is not a fully paid share.
(v) The Board may also decline to register a transfer of a certificated share unless the instrument of transfer:
is duly stamped or certified or otherwise shown to the satisfaction of the board to be exempt from stamp duty and is accompanied by the relevant share certificate and such other evidence of the right to transfer as the board may reasonably require;
is in respect of only one class of share; and
if to joint transferees, is in favour of not more than four such transferees.
(vi) Registration of a transfer of an uncertificated share may be refused in the circumstances set out in the uncertificated securities rules (as defined in the Articles) and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.

(g) Subdivision of share capital

Any resolution authorising the Company to sub-divide its shares or any of them, may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared to the others.

(h) General Meetings

(i) The Articles rely on the Companies Act provisions dealing with the calling of general meetings. The Companies Act provides that a general meeting must be called by notice of at least 21 days in the case of an annual general meeting and at least 14 days in any other case. Notice of a general meeting must be given in hard copy form, in electronic form, or by means of a website and must be sent to every member and every Director. It must state the time and date and the place of the meeting and the general nature of the business to be dealt with at the meeting. A notice calling an annual general meeting must state that the meeting is an annual general meeting. Save as otherwise provided by the Articles five members present in person or by proxy and entitled to vote shall be a quorum.

(ii) Each Director shall be entitled to attend and speak at any general meeting. The chairman of the meeting may invite any person to attend and speak at any general meeting where he considers that this will assist in the deliberations of the meeting.

(i) Directors

(i) Number of Directors

Unless otherwise determined by ordinary resolution of the Company, the Directors (disregarding alternate directors) shall be not less than five and not more than 30 in number.

(ii) Directors' shareholding qualification

Unless otherwise determined by the Company in general meeting, the qualification of a Director shall be the holding alone, and not jointly with any other person, of US\$1,000 nominal amount of share capital of the Company. A Director may act before acquiring his qualification but if not already qualified shall acquire his qualification within two months of the adoption of the Articles or the date of his appointment as Director, whichever is the later.

(iii) Appointment of Directors
A. Directors may be appointed by the Company by ordinary resolution or by the Board. A Director appointed by the Board holds office only until the next following annual general meeting of the Company and is then eligible for re-appointment but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at that meeting.
B. The Board or any committee authorised by the board may from time to time appoint one or more Directors to hold any employment or executive office with the Company for such period and on such terms as they may determine and may also revoke or terminate any such appointment.
(iv) Retirement of Directors
A. At every annual general meeting a minimum of one third of the Directors shall retire. If their number is not three or a multiple of three then the minimum number required to retire shall be that nearest to and not less than one third. Those to retire by rotation on each occasion shall be those of the Directors who held office at the time of the two preceding annual general meetings and who did not retire at either of them. If the number so retiring is still less than the minimum number required, additional Directors up to that number shall also retire. Those additional Directors shall be those who have been longest in office since they were last elected. If they have been last elected on the same day, those to retire (unless they agree among themselves) shall be determined by lot.
B. A Director who would not otherwise be required to retire shall retire if he has held office with the Company, other than employment or executive office, for a continuous period of nine years or more at the date of the meeting.
C. The Directors to retire on each occasion (both number and identity) shall be determined by the composition of the Board at start of business on the date of the notice convening the annual general meeting and no Director shall be required to retire by rotation or be relieved from retiring by rotation by reason of any change in the number or identity of the Directors after that time on the date of the notice but before the close of the meeting.
(v) Removal of Directors by special resolution The Company may by special resolution remove any Director before the expiration of his period of office.
(vi) Vacation of office

The office of a Director shall be vacated if:

he resigns his office by notice in writing to the Company;
he resigns or offers to resign by notice in writing and the Board resolve to accept such offer;
he is or has been suffering from mental or physical ill health or he becomes a patient for the purposes of any statutes relating to mental health and the Board resolves that his office be vacated;
he is absent without the permission of the Board from meetings of the Board (whether or not an alternate director appointed by him attends) for three consecutive months and the Board resolves that his office is vacated;
he becomes bankrupt or compounds with his creditors generally;
he is prohibited by a law from being a Director;
he ceases to be a Director by virtue of the Companies Acts;
he is removed from office pursuant to the Articles; or
his resignation is requested by three-quarters of his co-directors;

If the office of a Director is vacated for any reason, he shall cease to be a member of any committee or sub-committee of the Board.

(vii) Alternate Directors

Any Director may appoint any person to be his alternate and may at his discretion remove such an alternate director. If the alternate Director is not already a Director, the appointment, unless previously approved by the Board, shall have effect only upon and subject to being so approved.

(viii) Proceedings of the Board
A. The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit.The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be five.
B. A meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions vested in or exercisable by the Board.
C. The Board may appoint a Director to be the chairman or a deputy chairman and may at any time remove him from that office. Questions arising at any meeting of the Board shall be determined by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.
D. All or any of the members of the Board may participate in a meeting of the Board by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to speak to and hear each other. A person so participating shall be deemed to be present at the meeting and shall be entitled to vote and to be counted in the quorum.
E. The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of such person or persons as it thinks fit, provided that the majority of persons on any committee or sub-committee must be directors. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in the Articles for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board.
(ix) Remuneration of Directors
A. Each of the Directors shall be paid a fee at such rate as may from time to time be determined by the Board, but the aggregate of all such fees so paid to the Directors shall not exceed £1,500,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the Company.
B. Any Director who is appointed to any executive office shall be entitled to receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board or any committee authorised by the Board may decide, either in addition to or in lieu of his remuneration as a Director.
C. In addition, any Director, who performs services which in the opinion of the Board or any committee authorised by the Board go beyond the ordinary duties of a Director, may be paid such extra remuneration as the Board or any committee authorised by the Board may determine.
D. Each Director may be paid his reasonable travelling, hotel and incidental expenses of attending and returning from meetings of the Board, or committees of the Board, or of the Company or any other meeting which as a Director he is entitled to attend, and shall be paid all other costs and expenses properly and reasonably incurred by him in the conduct of the Company's business or in the discharge of his duties as a Director. The Company may also fund a Director's expenditure and that of a Director of any holding company of the Company for the purposes permitted under the Companies Acts (as defined in the Articles) and may do anything to enable a Director or a Director of any holding company of the Company to avoid incurring such expenditure as provided in the Companies Acts.
(x) Pensions and gratuities for Directors

The Board or any committee authorised by the Board may exercise the powers of the Company to provide benefits either by the payment of gratuities or pensions or by insurance or in any other manner for any Director or former Director or his relations, dependants or persons connected to him, but no benefits (except those provided for by the Articles) may be granted to or in respect of a Director or former Director who has not been employed by or held an executive office or place of profit under the Company or any of its subsidiary undertakings or their respective predecessors in business of the Company without the approval of an ordinary resolution of the Company.

(xi) Directors' interests
A. The Board may, subject to the provisions of the Articles, authorise any matter which would otherwise involve a Director breaching his duty under the Companies Acts to avoid conflicts of interest. Where the Board gives authority in relation to a conflict of interest, the Board may (a) require the relevant Director to be excluded from the receipt of information, the participation in discussion and/or the making of decisions related to the conflict of interest; (b) impose upon the relevant Director such other terms for the purpose of dealing with the conflict of interest as it may determine; and (c) provide that the relevant Director will not be obliged to disclose information obtained otherwise than through his position as a Director and that is confidential to a third party or to use or apply the information in relation to the Company's affairs, where to do so would amount to a breach of that confidence. The Board may revoke or vary such authority at any time.
B. Provided he has declared the nature and extent of his interest to the Board as required by the Companies Acts, a Director may:
be party to, or otherwise interested in, any contract with the Company or in which the Company has a direct or indirect interest;
hold any other office or place of profit with the Company (except that of auditor) in conjunction with his office of Director for such period and upon such terms, including remuneration, as the Board may decide;
act by himself or through a firm with which he is associated in a professional capacity for the Company or any other company in which the Company may be interested (otherwise than as auditor);
be or become a Director or other officer of, or employed by or otherwise be interested in any holding company or subsidiary company of the Company or any other company in which the Company may be interested; and
be or become a Director of any other company in which the Company does not have an interest and which cannot reasonably be regarded as giving rise to a conflict of interest at the time of his appointment as a Director of that other company.
C. A Director shall not, by reason of his office be liable to account to the Company or the members for any remuneration, profit or benefit realised by reason of having an interest permitted as described above or by reason of having a conflict of interest authorised by the Board and no contract shall be liable to be avoided on the grounds of a Director having any such interest.
(xii) Restrictions on voting
A. No Director may vote on or be counted in the quorum in relation to any resolution of the Board concerning his own appointment, or the settlement or variation of the terms or the termination of his own appointment, as the holder of any office or place of profit with the Company or any other company in which the Company is interested.
B. Subject to certain limited exceptions set out in the Articles, no Director may vote on, or be counted in a quorum in relation to, any resolution of the Board in respect of any contract in which he or his associates (as defined in the Articles) has an interest (which to his knowledge is a material interest) and, if he does so, his vote shall not be counted.
C. The Company may by ordinary resolution suspend or relax the above provisions to any extent or ratify any transaction not properly authorised by reason of a contravention of such provisions.
(xiii) Borrowing and other powers

Subject to the Articles and any directions given by the Company by special resolution, the business of the Company will be managed by the Board who may exercise all the powers of the Company, whether relating to the management of the business of the Company or not. The Board may exercise all the powers of the Company to borrow money and to mortgage or charge any of its undertaking, property, assets (present and future) and uncalled capital of the Company and to issue debentures and other securities and to give security for any debt, liability or obligation of the Company or of any third party.

(xiv) Indemnity of Directors

To the extent permitted by the Companies Acts, the Company may indemnify any Director or former director of the Company or any associated company against any liability and may purchase and maintain for any Director or former director of the Company or any associated company insurance against any liability.

7. Litigation

As discussed in the "Regulatory changes and compliance" section of the risk review in the 2010 Interim Report which is incorporated by reference into this document, HM Treasury regulations require compliance with sanctions adopted by the UK government. Similarly, US laws and regulations require compliance with US economic sanctions against designated foreign countries, nationals and others. The Group has a US dollar payments and clearing business and has policies, procedures and controls designed to ensure compliance with relevant laws and regulations. Several US agencies have investigated how a number of other financial institutions have processed US dollar payments potentially involving sanctioned parties. In light of that activity relating to other institutions, the Group initiated discussions with US authorities to discuss its past business. These discussions are continuing and the Group is conducting a review of its historical business and related activities relevant to US sanctions compliance, predominantly with respect to Iranian business. The Group cannot predict when the review and these discussions will be completed or what the outcome will be.

Save in relation to the matter described above, there are no governmental, legal or arbitration proceedings (including any such proceedings pending or threatened of which the Company is aware) during the year preceding the date of this document, which may have, or have had in the recent past, significant effects on the financial position or profitability of the Company and/or the Group.

8. Principal subsidiaries

Principal subsidiaries

The principal subsidiary undertakings of Standard Chartered, all indirectly held and principally engaged in the business of banking and provision of other financial services, are as follows:

		Percentage ownership
Name and place of incorporation or registration	Main areas of operation	interest and voting power
Standard Chartered Bank, England and Wales	UK, Middle East, South Asia, Asia Pacific, Americas and, through Group companies, Africa	100
Standard Chartered First Bank Korea Limited, Korea	Korea	100
Standard Chartered Bank Malaysia Berhad, Malaysia	Malaysia	100
Standard Chartered Bank (Pakistan) Limited, Pakistan	Pakistan	98.99
Standard Chartered Bank (Taiwan) Limited, Taiwan	Taiwan	100
Standard Chartered Bank (Hong Kong) Limited, Hong Kong	Hong Kong	100
Standard Chartered Bank (China) Limited, China	China	100
Standard Chartered Bank (Thai) Public Company Limited, Thailand	Thailand	99.99
Standard Chartered Bank Nigeria Limited, Nigeria	Nigeria	100
Standard Chartered Bank Kenya Limited, Kenya	Kenya	74.3
Standard Chartered Private Equity Limited, Hong Kong	Hong Kong	100

Joint Ventures

The Group has a 44.51 per cent interest through a joint venture company, which holds a majority investment in PT Permata Bank Tbk. PT Permata Bank Tbk is a national bank in Indonesia.

The Group has a 74.9 per cent interest in SC Caps. SC Caps is an equity brokerage company and its main operations are in India. Although the Group's investment in SC Caps is greater than 50 per cent of the share capital, the Group contractually shares control of the strategic financial and operating policies of SC Caps and accordingly it is accounted for as joint venture.

Principal Associates

The Group's principal associates are:

Associate	Main areas of operation	Percentage Group interest in ordinary share capital
China Bohai Bank Co. Ltd.	China	19.9
Fleming Family & Partners Limited	Asia	20.0
MCashback Limited	UK	30.0
Merchant Solutions Pte Limited	Hong Kong	44.0
Asia Commercial Bank	Vietnam	15.0

The investments in China Bohai Bank and Asia Commercial Bank are less than 20 per cent but they are considered to be associates because of the significant influence the Group is able to exercise over the Companies' management, financial and operating policies.

9. Material contracts

Other than the following contracts, there are no contracts (not being contracts entered into in the ordinary course of business) which are, or may be, material and which have been entered into by the Group during the two years immediately preceding the date of this document or which contain any provision under which any member of the Group has any obligation or entitlement which is material to the Group as at the date of this document.

(a) Underwriting Agreement

Standard Chartered, J.P. Morgan Cazenove, Goldman Sachs International, UBS Investment Bank and the Joint Bookrunners entered into an Underwriting Agreement dated 13 October 2010. On 14 October 2010, Barclays Capital, BNP PARIBAS, Crédit Agricole Corporate and Investment Bank and Deutsche Bank AG, London Branch signed deeds of adherence to the Underwriting Agreement also to become underwriters. Pursuant to the Underwriting Agreement, the Joint Bookrunners have agreed severally to use reasonable endeavours to procure acquirers for, or failing which the Banks shall acquire in their Due Underwriting Proportions (or procure acquirers for), 260,525,763 New Ordinary Shares to the extent not taken up under the Rights Issue.

In consideration of the Banks' agreement to underwrite the New Ordinary Shares and subject to their obligations under the Underwriting Agreement having become unconditional, the Company shall pay to the Banks a commission of 2.15 per cent on the aggregate value at the Issue Price of the total number of New Ordinary Shares, except that in relation to the number of New Ordinary Shares acquired by Temasek, the Company shall pay to the Banks a commission of 1.50 per cent on the aggregate value at the Issue Price of the number of such New Ordinary Shares and no commission shall be payable to the Banks in relation to New Ordinary Shares to which the Directors are entitled under the Rights Issue. Such commission shall be shared between the Banks. The underwriting commissions were determined in accordance with market rates.

Out of such underwriting commissions payable by the Banks, the Banks will pay any sub-underwriting commissions (to the extent that sub-underwriters are or have been procured). The Banks may arrange sub-underwriting for some, all or none of the New Ordinary Shares.

The Company shall pay (whether or not the Banks' obligations under the Underwriting Agreement become unconditional) all costs and expenses of, or in connection with, the Rights Issue, the allotment and issue of the New Ordinary Shares and the Underwriting Agreement including (but not limited to) the UK Listing Authority and the London Stock Exchange and Hong Kong Stock Exchange listing and trading fees, other regulatory fees and expenses, printing and advertising costs, postage, the HK Registrar's and Receiving Agent's charges, its own, and the Banks' and Joint Bookrunners' legal and other out of pocket expenses, all accountancy and other professional fees, public relations fees and expenses and all stamp duty and SDRT (if any) and other duties and taxes (other than corporation tax incurred by any of the Banks on the commissions payable to them and recoverable VAT).

The obligations of the Banks under the Underwriting Agreement are subject to certain conditions including, among others:

(i) UK Admission becoming effective by not later than 8.00 a.m. on 25 October 2010 (or such later time and date as the Company and Joint Bookrunners may agree);

(ii) each condition to enable the Nil Paid Rights and the Fully Paid Rights to be admitted as a participating security in CREST (other than UK Admission) being satisfied on or before 25 October 2010; and
(iii) the fulfilment in all material respects by the Company of its obligations under a number of provisions of the Underwriting Agreement by the times specified therein.

If these conditions are not satisfied or (where permitted) waived by J.P. Morgan Cazenove, Goldman Sachs International and UBS Investment Bank, the Underwriting Agreement will terminate. After UK Admission, the Banks have no right to terminate the Underwriting Agreement.

Since the Company is a regulated entity in a number of jurisdictions, the Underwriting Agreement contains provisions which may delay the confirmation of allotment of New Ordinary Shares to any of the Banks (but does not delay their obligation to pay for those New Ordinary Shares) until such time as certain regulatory approvals are obtained (up to a maximum of 12 months). This mechanism does not render the underwriting conditional after UK Admission. Where allotment of New Ordinary Shares is deferred as referred to in this paragraph, the Banks are entitled, subject to certain conditions, to place such New Ordinary Shares in the market.

The Company has given certain warranties and indemnities to the Banks and Joint Bookrunners. The liabilities of the Company are unlimited as to time and amount.

The Banks and Joint Bookrunners have agreed that neither they nor any person acting on their behalf will procure acquirers for any of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights other than in accordance with certain selling restrictions.

(b) Subscription and Transfer Agreement

In connection with the Rights Issue, the Company, J.P. Morgan Cazenove and Standard Chartered Jersey have entered into agreements, each dated 13 October 2010, in relation to the subscription and transfer of ordinary shares and redeemable preference shares in Standard Chartered Jersey. Under the terms of these agreements:

(i) J.P. Morgan Cazenove agreed to take up ordinary shares in Standard Chartered Jersey and entered into put and call options with the Company in respect of the ordinary shares in Standard Chartered Jersey subscribed for by J.P. Morgan Cazenove that are exercisable if the Rights Issue does not proceed;
(ii) J.P. Morgan Cazenove will apply the proceeds of the Rights Issue (including relevant amounts received from acquirers procured by the Joint Bookrunners and amounts received from the Banks) in subscribing for redeemable preference shares in Standard Chartered Jersey to an aggregate value equal to such proceeds; and
(iii) the Company will allot and issue the New Ordinary Shares to those persons entitled thereto in consideration of J.P. Morgan Cazenove undertaking to transfer its holding of redeemable preference shares and ordinary shares in Standard Chartered Jersey to the Company.

Accordingly, instead of receiving cash as consideration for the issue of the New Ordinary Shares, at the conclusion of the Rights Issue the Company will own the entire issued ordinary share capital and entire preference share capital of Standard Chartered Jersey whose only assets will be its cash reserves, which will represent an amount equal to the proceeds of the Rights Issue. The Company will be able to use this amount (including to pay the costs and expenses of the Rights Issue) on redemption of the redeemable preference shares it will hold in Standard Chartered Jersey and, during any interim period prior to redemption, by procuring that Standard Chartered Jersey lends the amount to the Company (or one of the Company's subsidiaries).

Qualifying Shareholders are not party to these arrangements and so will not acquire any direct right against the Banks pursuant to these arrangements. The Company will be responsible for enforcing the obligations of J.P. Morgan Cazenove and Standard Chartered Jersey thereunder.

10. Sub-underwriting of Temasek

Standard Chartered has been informed by the Banks that Temasek is also participating in the Rights Issue as a sub-underwriter. Temasek will receive a commission of 1.50 per cent on the aggregate value at the Issue Price of the number of New Ordinary Shares sub-underwritten by it. Such sub-underwriting commission will be payable to Temasek by the Banks out of the underwriting commission they receive from the Company.

11. No significant change

There has been no significant change in the financial or trading position of the Group since 30 June 2010, the date to which the unaudited consolidated financial statements in the 2010 Interim Report are prepared (which are incorporated by reference into this document).

12. No material adverse change

Save as disclosed in the unaudited consolidated financial statements in the 2010 Interim Report, which are incorporated by reference into this document, there has been no material adverse change in the financial or trading position of the Group since 31 December 2009, the date to which the latest audited accounts were prepared.

13. Working capital statement

The Company is, and the Directors are, of the opinion that, after taking into account the bank and other facilities available to the Company, the working capital available to the Group is sufficient for its present requirements, that is, for at least the 12 months following the date of this document.

14. Property, plant and equipment

As at 1 October 2010, the Group occupied 2,057 properties, of which 326 were held as freeholds directly owned and 1,731 as leaseholds.

The Company is of the opinion that there are currently no material environmental issues that affect the Group's utilisation of any property or other tangible fixed assets.

15. Mortgages and charges

As at 13 October 2010, being the latest practicable date prior to publication of this document, no member of the Group has granted any material mortgages or charges over its assets.

16. General

(a) The Sponsor is regulated in the United Kingdom by the Financial Services Authority.
(b) The registrar of the Company in the United Kingdom is Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AG, United Kingdom. The registrar of the Company in Hong Kong is Computershare Hong Kong Investor Services Limited of Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
(c) The total expenses of the Rights Issue are estimated to amount to approximately £76.4 million (excluding any amounts in respect of VAT), which includes estimated total underwriting commission of approximately £71.9 million. These expenses will be paid by the Company from the proceeds of the Rights Issue.
(d) Annemarie Verna Florence Durbin is the secretary of the Company. She is a barrister and solicitor of the High Court of New Zealand as well as a solicitor of the Supreme Court of England and Wales.
(e) The authorised representatives of the Company are Peter Alexander Sands, c/o 1 Aldermanbury Square, London EC2V 7SB and Julian Fong Loong Choon, c/o 32nd Floor, 4-4A Des Voeux Road, Central, Hong Kong.
(f) The English version of this document prevails over the Chinese translation.
(g) The financial information contained in this document, which relates to the Company and/or the Group, does not constitute statutory accounts as referred to in Section 434(3) of the Companies Act. Statutory accounts for each of FY 2007, FY 2008 and FY 2009 have been delivered to the Registrar of Companies, and each included an unqualified audit report.
(h) KPMG Audit Plc, whose address is 8 Salisbury Square, London E4Y 8BB, United Kingdom, has given and has not withdrawn its consent to the inclusion in this document of its report in Part XIV in the form and context in which it appears and has authorised the contents of that report for the purposes of Prospectus Rule 5.5.3R (2)(f).
(i) KPMG Audit Plc, whose address is 8 Salisbury Square, London E4Y 8BB, United Kingdom, has given and has not withdrawn its consent to the inclusion in this document of its report in Part XIV in the form and context in which it appears and has authorised the contents of that report for the purposes of paragraph 5(2) of Appendix 1, Part B of the Hong Kong Listing Rules.
(j) Where third party information is used in this document, the source of such information has been given.The Company confirms that the information sourced from third parties has been accurately reproduced and so far as the Company is aware and has been able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

17. Documents on display

Copies of the following documents will be available for inspection during normal business hours on each Business Day from 15 October 2010 up to and including 5 November 2010 at the Company's principal place of business at 1 Basinghall Avenue, London EC2V 5DD and at the offices of Slaughter and May in Hong Kong at 47th Floor, Jardine House, One Connaught Place, Central, Hong Kong:

(a) this document;
(b) the Articles;
(c) the material contracts referred to in paragraph 9 of this Part XVI;
(d) the circular dated 26 March 2010 and released on the website of the Hong Kong Stock Exchange in relation to, among other things, certain continuing connected transactions;
(e) the 2007 Annual Report and Accounts, the 2008 Annual Report and Accounts and the 2009 Annual Report and Accounts;
(f) the 2010 Interim Report;
(g) the consent letters referred to in paragraph 16 of this Part XVI; and
(h) the service agreements and terms of appointment referred to in paragraph 3 of Part XII of this document.

Copies of the documents described above will be made available free of charge upon request.

PART XVII

OPERATING AND FINANCIAL REVIEW

1. Information incorporated by reference

The operating and financial reviews included in the following documents (as indentified in paragraph 2 below) are incorporated by reference into this document:

(i) the 2008 Annual Report and Accounts;
(ii) the 2009 Annual Report and Accounts; and
(iii) the 2010 Interim Report.

2. Cross-reference list

The following list is intended to enable investors to identify easily the items of information which have been incorporated by reference into this document.

(a) 2008 Annual Report and Accounts

The page numbers below refer to the relevant pages of the 2008 Annual Report and Accounts for:

Business Review pages 16 to 31;
Financial Review pages 32 to 42;
Risk Review pages 43 to 63; and
Capital pages 64 to 65.

(b) 2009 Annual Report and Accounts

The page numbers below refer to the relevant pages of the 2009 Annual Report and Accounts:

Group Chief Executive's Review pages 4 to 7;
Key Performance Indicators pages 10 to 11;
Business environment pages 12 to 13; and
Operating and Financial Review pages 14 to 71.

(c) 2010 Interim Report

The page numbers below refer to the relevant pages of the Group's 2010 Interim Report:

Group Chief Executive's Review pages 3 to 5;
Financial Review pages 6 to 16;
Risk Review pages 17 to 45; and
Capital pages 46 to 48.

PART XVIII

FINANCIAL INFORMATION RELATING TO THE GROUP

1. Basis of financial information

The consolidated financial statements of the Group for the year ended 31 December 2007, 31 December 2008 and 31 December 2009, including the audit reports thereon and the notes thereto, have been published in the 2007 Annual Report and Accounts, the 2008 Annual Report and Accounts and the 2009 Annual Report and Accounts, respectively, and are incorporated by reference into this document. In addition, the unaudited condensed consolidated financial statements of the Group for the six months ended 30 June 2010, including the notes thereto, have been published in the Group's 2010 Interim Report, and are incorporated by reference into this document.

The 2007 Annual Report and Accounts, 2008 Annual Report and Accounts, 2009 Annual Report and Accounts and 2010 Interim Report are available on the Company's website at www.standardchartered.com and the website of the Hong Kong Stock Exchange at www.hkexnews.hk.

2. Cross-reference list

The following list is intended to enable investors to identify easily the items of information which have been incorporated by reference into this document.

(a) Financial statements for FY 2007 and audit report thereon

The page numbers below refer to the relevant pages of the 2007 Annual Report and Accounts:

auditor's report page 87;
consolidated income statement page 88;
consolidated balance sheet page 89;
statement of recognised income and expenses page 90;
cash flow statement page 91;
Company balance sheet page 92;
notes to the accounts pages 93 to 159; and
supplementary financial information (which has not been audited by the auditors) pages 160 to 164.

(b) Financial statements for FY 2008 and audit report thereon

The page numbers below refer to the relevant pages of the 2008 Annual Report and Accounts:

auditor's report page 95;
consolidated income statement page 96;
consolidated balance sheet page 97;
consolidated statement of recognised income and expenses page 98;
cash flow statement page 99;
Company balance sheet page 100;
notes to the accounts pages 101 to 169; and
supplementary financial information (which has not been audited by the auditors) pages 170 to 175.

(c) Financial statements for FY 2009 and audit report thereon

The page numbers below refer to the relevant pages of the 2009 Annual Report and Accounts:

auditor's report page 111;
consolidated income statement page 112;
consolidated statement of comprehensive income page 113;
consolidated balance sheet page 114;
consolidated statement of changes in equity page 115;
cash flow statement page 116 ;
Company balance sheet page 117;
Company statement of changes in equity page 118;
notes to the financial statements pages 119 to 196; and
supplementary financial information (which has not been audited by the auditors) pages 197 to 201.

(d) Financial statements for six months ended 30 June 2010 (unaudited)

The page numbers below refer to the relevant pages of the Group's 2010 Interim Report which has not been audited by the auditors:

condensed consolidated income statement page 49;
condensed consolidated balance sheet page 51;
condensed consolidated statement of comprehensive income page 50;
condensed consolidated statement of changes in equity page 52;
condensed consolidated cash flow statement page 53;
notes to the accounts pages 54 to 95; and
additional information pages 96 to 115,

which includes comparative financial information for the consolidated income statement, consolidated balance sheet, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement for the six months ended 30 June 2009.

PART XIX

DOCUMENTS INCORPORATED BY REFERENCE

The following information, available for inspection in accordance with paragraph 17 of Part XVI of this document and also otherwise available on Standard Chartered's website at www.StandardChartered.com, is incorporated by reference into this document so as to provide the information required under the Prospectus Rules and the Hong Kong Listing Rules, and to ensure that Shareholders and others are aware of all information, which according to the particular nature of Standard Chartered and the New Ordinary Shares, is necessary to enable Shareholders and others to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Company and of the rights attaching to the New Ordinary Shares.

Document	Section	Page numbers in such document
2007 Annual Report	Capital	60 – 61
and Accounts	Auditor's Report	87
	Consolidated Income Statement	88
	Consolidated Balance Sheet	89
	Statement of Recognised Income and Expense	90
	Cash Flow Statement	91
	Company Balance Sheet	92
	Notes to the Accounts	93 – 159
	Supplementary Financial Information (Unaudited)	160 – 164
2008 Annual Report	Business Review	16 – 31
and Accounts	Financial Review	32 – 42
	Risk Review	43 – 63
	Capital	64 – 65
	Auditor's Report	95
	Consolidated Income Statement	96
	Consolidated Balance Sheet	97
	Consolidated Statement of Recognised Income and
	Expenses	98
	Cash Flow Statement	99
	Company Balance Sheet	100
	Notes to the Accounts	101 – 169
	Supplementary Financial Information (Unaudited)	170 – 175
2009 Annual Report and Accounts	Entire Report
2010 Interim Report	Entire Report
Announcement released by the Company on 13 October 2010 containing an interim management statement for the third quarter of 2010	Entire Announcement
Articles of Association	Entire Document

Information that is itself incorporated by reference in the above documents is not incorporated by reference into this document. It should be noted that, except as set forth above, no other portion of the above documents are incorporated by reference into this document.

Any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this document to the extent that a statement contained herein (or in a later document which is incorporated by reference herein) modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this document.

Hong Kong Stock Exchange waiver

The Hong Kong Stock Exchange has granted a waiver to the Company to allow certain information that would otherwise need to be included in this document in accordance with Appendix 1, Part B of the HK Listing Rules to be incorporated by reference instead. The information relates to the requirement to disclose:

paragraph 34 biographical details relating to the Directors and other managerial personnel; and
paragraph 39 details of Directors' service contracts (excluding those expiring or determinable within one year without payment of compensation (other than statutory compensation)).

The waiver has been granted on the basis that the detailed disclosure outlined above is unnecessary, unduly burdensome and its exclusion will not otherwise prejudice the interests of the investing public.

PART XX

DEFINITIONS AND INTERPRETATION

The definitions set out below apply throughout this document, unless the context requires otherwise:

"2007 Annual Report and Accounts"	the Company's annual report and accounts for the period ended 31 December 2007, together with the audit report thereon;
"2008 Annual Report and Accounts"	the Company's annual report and accounts for the period ended 31 December 2008, together with the audit report thereon;
"2009 Annual Report and Accounts"	the Company's annual report and accounts for the period ended 31 December 2009, together with the audit report thereon;
"2009 Interim Report"	the interim results of the Company containing the unaudited interim results of the Group for 1 January 2009 to 30 June 2009;
"2010 Interim Report"	the interim results of the Company containing the unaudited interim results of the Group for 1 January 2010 to 30 June 2010;
"ABS"	asset backed securities;
"Admission"	UK Admission and HK Admission;
"Articles"	the articles of association of Standard Chartered;
"Banks"	J.P. Morgan Cazenove, Goldman Sachs International, UBS Investment Bank, Barclays Capital, BNP PARIBAS, Crédit Agricole Corporate and Investment Bank and Deutsche Bank AG, London Branch;
"Barclays Capital"	the investment banking division of Barclays Bank PLC;
"Basel II"	International Convergence of Capital Measurement and Capital Standards published by the Basel Committee in June 2006 as amended (including, without limitation, the measures to strengthen the rules governing trading book capital and to enhance the three pillars of the Basel II framework published in July 2009);
"Basel III"	the package of proposals to strengthen global capital and liquidity regulations published by the Basel Committee on 17 December 2009 as supplemented and modified by subsequent Basel Committee press releases including, in particular, those dated 26 July 2010 and 12 September 2010;
"Basel Committee"	the Basel Committee on Banking Supervision;
"Board"	the board of directors of the Company;
"Business Day"	any day on which banks are generally open in London for the transaction of business other than a Saturday or Sunday or public holiday;

"Cashless Take-Up"	the procedure described in Part IX of this document enabling Qualifying Non-CREST Shareholders to sell a sufficient number of Nil Paid Rights to raise money to take up the remainder;
"CCASS"	the Central Clearing and Settlement System established and operated by HKSCC;
"CCASS Clearing Participant"	a person admitted to participate in CCASS as a direct clearing or a general clearing participant;
"CCASS Custodian Participant"	a person admitted to participate in CCASS as a custodian participant;
"CCASS Investor Participant"	a person admitted to participate in CCASS as an investor participant who may be an individual or joint individuals or a corporation;
"CCASS Participant"	a CCASS Clearing Participant, a CCASS Custodian Participant or a CCASS Investor Participant;
"CCSS"	the CREST Courier and Sorting Service established by Euroclear to facilitate, among other things, the deposit and withdrawal of securities;
"certificated" or "in certificated form"	where a share or other security is not in uncertificated form (that is, not in CREST or CCASS);
"City Code"	the UK City Code on Takeovers and Mergers;
"Closing Price"	the closing middle market quotation in Pounds Sterling of an Ordinary Share, as published in the daily official list of the London Stock Exchange;
"Combined Code"	the Combined Code of the Financial Reporting Council dated June 2008;
"Companies Act"	the Companies Act 2006, as amended, modified or re-enacted from time to time;
"Companies Ordinance"	the Companies Ordinance (Cap.32 of the Laws of Hong Kong), as such ordinance may be amended, modified or re-enacted from time to time;
"the Company"	Standard Chartered PLC, a company incorporated in England and Wales with registered number 00966425, whose registered office is at 1 Aldermanbury Square, London EC2V 7SB;
"Computershare Dealing Facility"	the share dealing service described in Part IX of this document provided by the Receiving Agent;
"Computershare online facility"	the facility described in Part IX of this document which is being made available by the Receiving Agent and under which Qualifying Non-CREST Shareholders are able to elect online to take up some or all of their Nil Paid Rights, effect a Cashless Take-Up or to sell all of their Nil Paid Rights and to make any associated payment online using a debit card;

"Consumer Banking"	the consumer banking division of Standard Chartered as detailed in Part X of this document;
"CRD II"	Directive 2009/111/EC of the European Parliament and of the Council of 16 September 2009 amending Directives 2006/48/EC, 2006/49/EC and 2007/64/EC as regards banks affiliated to central institutions, certain own funds items, large exposures, supervisory arrangements, and crisis management;
"CREST"	the system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations operated by Euroclear;
"CREST Manual"	the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, CREST CCSS Operations Manual and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996 and as amended since);
"CREST member"	a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations);
"CREST participant"	a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations);
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time;
"CREST Shareholders"	Shareholders holding Ordinary Shares in CREST in uncertificated form;
"CREST sponsor"	a CREST participant admitted to CREST as a CREST sponsor;
"CREST sponsored member"	a CREST member admitted to CREST as a sponsored member;
"Directors"	the directors of the Company at the date of this document and "Director" means one of them;
"Disclosure and Transparency Rules"	the disclosure and transparency rules made by the UK Listing Authority under Part VI of FSMA as amended;
"Due Underwriting Proportions"	in the case of J.P. Morgan Cazenove, 27 per cent, in the case of Goldman Sachs International, 27 per cent, in the case of UBS Investment Bank, 27 per cent, in the case of Barclays Capital, 4.75 per cent, in the case of BNP PARIBAS, 4.75 per cent, in the case of Crédit Agricole Corporate and Investment Bank, 4.75 per cent, in the case of Deutsche Bank AG, London Branch, 4.75 per cent;
"Enlarged Share Capital"	the issued ordinary share capital of the Company following the issue of the New Ordinary Shares pursuant to the Rights Issue, assuming that no Ordinary Shares are issued pursuant to the exercise of options granted under the Standard Chartered Share Schemes between the date of this document and completion of the Rights Issue;

"EU"	the European Union;
"Euro" or "€"	the single currency of the member states of the European Union that adopt or have adopted the euro as their lawful currency under the Treaty on the Functioning of the European Union;
"Euroclear"	Euroclear UK & Ireland Limited;
"European Economic Area"	the member states of the EU, Iceland, Norway and Liechtenstein;
"Excluded Territories"	Canada, India, South Africa and any other jurisdiction where the extension or availability of the Rights Issue would breach any applicable law;
"Existing Ordinary Shares"	the Ordinary Shares at the Record Date;
"FSA" or "Financial Services Authority"	the Financial Services Authority of the United Kingdom and, where applicable, includes any successor body or bodies carrying out the functions currently carried out by the Financial Services Authority;
"FSA Handbook"	the handbook of rules and guidance made by the FSA under FSMA;
"FSMA"	the Financial Services and Markets Act 2000, as amended;
"Fully Paid Rights"	rights to acquire the New Ordinary Shares, fully paid;
"FY 2007"	the financial year of the Company ended 31 December 2007;
"FY 2008"	the financial year of the Company ended 31 December 2008;
"FY 2009"	the financial year of the Company ended 31 December 2009;
"HK Admission"	admission of the New Ordinary Shares, nil paid, to trading on the Main Board of the Hong Kong Stock Exchange;
"HK Business Day"	a day (other than a Saturday, Sunday or a day on which either a tropical cyclone signal warning number 8 or a "black rainstorm warning" signal is hoisted in Hong Kong) upon which the Hong Kong Stock Exchange is open for dealings;
"HK Record Date"	4.30 p.m. (Hong Kong time) on 19 October 2010;
"HK Registrar"	Computershare Hong Kong Investor Services Limited;
"HKSCC"	Hong Kong Securities Clearing Company Limited;
"HKSCC Nominees"	HKSCC Nominees Limited, a wholly-owned subsidiary of HKSCC;
"HK Shareholders"	Shareholders whose Ordinary Shares are registered on the Hong Kong register of members;

"HMRC"	HM Revenue & Customs;
"Hong Kong"	the Hong Kong Special Administrative Region of the People's Republic of China;
"Hong Kong dollar" or "HK\$"	the lawful currency of Hong Kong;
"Hong Kong Listing Rules"	the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange;
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"IAS"	International Accounting Standards;
"IFRS"	International Financial Reporting Standards as adopted for use by the EU;
"Indian Depository Receipts" or "IDRs"	Indian Depository Receipts representing Ordinary Shares; ten IDRs represent one Ordinary Share;
"Intermediary"	in relation to a Qualifying CCASS Shareholder whose Existing Ordinary Shares are deposited in CCASS and registered in the name of HKSCC Nominees Limited, means the Qualifying CCASS Shareholder's broker, custodian, nominee or other relevant person who is a CCASS Participant or who has deposited the Qualifying CCASS Shareholder's Existing Ordinary Shares with a CCASS Participant;
"Issue Price"	1,280 pence per New Ordinary Share or, for HK Shareholders, HK\$156.82 per New Ordinary Share (being the Hong Kong dollar equivalent of 1,280 pence using the exchange rate of £1:HK\$12,2511 at 4.30 p.m. (UK time) on 12 October 2010 sourced from Bloomberg);
"Joint Bookrunners"	J.P. Morgan Cazenove, Goldman Sachs International, UBS Investment Bank and Standard Chartered Securities (Hong Kong) Limited;
"J.P. Morgan Cazenove"	J.P. Morgan Securities Ltd (which conducts its UK investment banking activities as J.P. Morgan Cazenove);
"Listing Rules"	the listing rules made under Part VI of FSMA (as set out in the FSA Handbook), as amended from time to time;
"London Stock Exchange"	London Stock Exchange plc or its successor(s);
"Money Laundering Regulations"	the UK Money Laundering Regulations 2007, as amended;
"MTM"	Many to Many;
"New Ordinary Shares"	the Ordinary Shares to be issued by the Company pursuant to the Rights Issue;
"Nil Paid Rights"	New Ordinary Shares in nil paid form provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue;

"OECD"	Organisation for Economic Co-operation and Development;
"Official List"	the official list of the UK Listing Authority;
"Ordinary Shares"	ordinary shares of US\$0.50 each in the capital of the Company;
"Overseas Shareholders"	Qualifying Shareholders who have registered addresses outside the United Kingdom, Republic of Ireland, France or Hong Kong, or who are citizens, residents or nationals of jurisdictions outside the United Kingdom, Republic of Ireland, France or Hong Kong;
"participant ID"	the identification code or membership number used in CREST to identify a particular CREST member or CREST participant;
"Pounds Sterling" or "£" or "pence"	the lawful currency of the United Kingdom;
"PRC"	The People's Republic of China (excluding Hong Kong and the Special Administrative Region of Macau);
"Prospectus Rules"	the prospectus rules made under Part VI of FSMA (as set out in the FSA Handbook), as amended;
"Provisional Allotment Letter"	the renounceable provisional allotment letter to be sent to Qualifying Non-CREST Shareholders and Qualifying Non-CCASS Shareholders;
"QIB"	qualified institutional buyer, within the meaning of Rule 144 under the Securities Act;
"Qualifying CCASS Shareholders"	persons holding Ordinary Shares in the name of HKSCC Nominees on the Hong Kong register and deposited directly into CCASS at the Record Date;
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Ordinary Shares on the UK register through CREST;
"Qualifying Non-CCASS Shareholders"	Qualifying Shareholders holding Ordinary Shares on the Hong Kong register in certificated form (other than those being held in the name of HKSCC Nominees);
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders holding Ordinary Shares on the UK register in certificated form (that is, not through CREST);
"Qualifying Shareholders"	holders of Existing Ordinary Shares on the register of members of the Company on the Record Date;
"Receiving Agent"	Computershare Investor Services PLC;
"Record Date"	the UK Record Date or, for HK Shareholders, the HK Record Date;
"Registrars"	Computershare Investor Services PLC and Computershare Hong Kong Investor Services Limited;
"Regulation S"	Regulation S under the Securities Act;

138

"Regulatory Information Service"	one of the regulatory information services authorised by the UK Listing Authority to receive, process and disseminate regulatory information from listed companies;
"Related Party Transactions"	those set out in the Standards adopted according to the Regulation (EC) No. 1606/2002;
"Rights Issue"	the issue by way of rights of New Ordinary Shares to Qualifying Shareholders, on the terms and conditions set out in this document and, in the case of Qualifying Non-CREST Shareholders, Qualifying Non-CCASS Shareholders and HKSCC Nominees only, the Provisional Allotment Letter;
"RTGS"	real time gross settlement;
"SC Caps"	Standard Chartered – STCI Capital Markets Limited;
"SDRT"	stamp duty reserve tax;
"SEC"	United States Securities and Exchange Commission;
"Securities Act"	the United States Securities Act of 1933, as amended;
"Securities Exchange Act"	the United States Securities Exchange Act of 1934, as amended;
"SFO"	the Securities and Futures Ordinance (Cap.571 of the Laws of Hong Kong), as such ordinance may be amended, modified or re-enacted from time to time;
"Shareholder(s)"	holder(s) of Ordinary Shares;
"SME"	small and medium sized enterprises;
"Sponsor"	J.P. Morgan Cazenove;
	the Company or, where the context requires, the
"Standard Chartered" or "the Group"	Company and its subsidiaries and subsidiary undertakings and, where the context requires, "Group" also means any member of the Group;
"Standard Chartered Jersey"	Standard Chartered Funding (Jersey) Limited, a company incorporated in Jersey;
"Standard Chartered ShareCare	the service provided by the Registrar whereby
Nominee Account"	Computershare Company Nominees Limited holds Ordinary Shares as nominee;
"Standard Chartered Share Schemes"	the 1994 Sharesave Scheme, the 1996 International Sharesave Scheme, the 2004 UK Sharesave Scheme, the 2004 International Sharesave Scheme, the 2008 Irish Sharesave Scheme, the 1994 (No.2) Executive Share Option Scheme, the 2000 Executive Share Option Scheme, the 2001 Performance Share Plan, the 1997 Restricted Share Scheme, the 2006 Restricted Share Scheme, the 2007 Supplementary Restricted Share Scheme and the 2004 Deferred Bonus Plan;

other security in CREST or CCASS is credited;

"subsidiary"	has the meaning given in section 1159 of the Companies Act 2006;
"subsidiary undertaking"	has the meaning given in section 1162 of the Companies Act 2006;
"Temasek"	Dover Investments Pte Ltd, a wholly owned subsidiary of Temasek Holdings (Private) Limited and, in the context of ownership of Existing Ordinary Shares, "Temasek" also includes Cavanagh Investments Pte Ltd;
"Tier 1 Capital", "Tier 2 Capital", "Tier 3 Capital", "Core Tier 1 Capital", "Innovative Tier 1 Capital" and "Lower Tier 2 Capital"	depending on the context, has the meaning (i) given to such term, from time to time, in the General Prudential Sourcebook (as set out in the FSA Handbook) or (ii) required under Basel III;
"UBS Investment Bank"	UBS Limited;
"UK Admission"	admission of the New Ordinary Shares, nil paid, to the premium segment of the Official List and to trading on the market for listed securities of the London Stock Exchange;
"UK Listing Authority"	the Financial Services Authority acting in its capacity as the competent authority for the purposes of FSMA;
"UK Record Date"	5.00 p.m. (UK time) on 19 October 2010;
"UK Shareholders"	Shareholders whose Ordinary Shares are registered on the UK register of members;
"uncertificated" or "in uncertificated form"	a share or other security recorded on the UK register as being held in uncertificated form in CREST and title to which by virtue of the CREST Regulations, may be transferred by means of CREST;
"Underwriting Agreement"	the underwriting agreement dated 13 October 2010 between the Company, the Banks and the Joint Bookrunners described in paragraph 9 of Part XVI of this document;
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
"US\$", "US dollars" or "\$"	the lawful currency of the United States;
"VaR"	Value at Risk; and
"Wholesale Banking"	the wholesale banking division of Standard Chartered as detailed in Part X of this document.

PART XXI

DOCUMENTS REGISTERED WITH THE REGISTRAR OF COMPANIES IN HONG KONG

A copy of each of this document, the Provisional Allotment Letter and the written consent given by KPMG Audit Plc as referred to in paragraph 16 of Part XVI of this document have been registered with the Registrar of Companies in Hong Kong.

THIS PAGE INTENTIONALLY LEFT BLANK

AI assistant

Standard Chartered PLC — Capital/Financing Update 2010

4648_prs_2010-10-15_c12fc324-d6a8-4a49-bf73-d5d8821bb083.pdf

Standard Chartered PLC

(HK Stock Code 2888)

1 for 8 Rights Issue of 260,525,763 New Ordinary Shares at 1,280 pence each

NOTICE TO NEW HAMPSHIRE RESIDENTS

AVAILABLE INFORMATION

WHERE TO FIND HELP

Shareholder Helpline telephone numbers: 0870 702 0138 (from inside the UK) or +44 870 702 0138 (from outside the UK) or +852 2862 8699 (from inside Hong Kong)

Persons who hold Ordinary Shares through Computershare Company Nominees Limited (the Standard Chartered ShareCare Nominee Account)

TABLE OF CONTENTS

PART I

SUMMARY

1. Introduction

2. Reasons for the Rights Issue and use of proceeds

3. Summary of terms of the Rights Issue

1 New Ordinary Share at 1,280 pence for every 8 Existing Ordinary Shares

4. Selected financial information on Standard Chartered

5. Risk factors

Risks relating to the Group and its business

Risks relating to the market and regulatory matters

Risks relating to the Rights Issue and the New Ordinary Shares

PART II

RISK FACTORS

Risks relating to the Group and its business

1. Changes in the credit quality and the recoverability of loans and amounts due from counterparties may have a material adverse effect on the Group's financial condition, results of operations and prospects

2. The value of certain financial instruments recorded at fair value is determined using financial models incorporating assumptions, judgments and estimates which may change over time

3. The Group's business could be affected if its capital is not managed effectively

4. Lack of liquidity is a risk to the Group's business

5. The Group is subject to the risk of increased capital and liquidity requirements to meet the minimum required by regulators

6. Failure to manage legal risk properly can impact the Group adversely

7. Operational risks are inherent in the Group's business

8. The Company operates primarily through its subsidiaries and there are risks related to this structure

9. The business of the Group may be affected if it is unable to recruit, retain and develop appropriate senior management and skilled personnel

10. The Group is expanding its operations and this growth may represent a risk if not managed effectively

11. The Group's business is subject to reputational risk

12. The Group is exposed to pension risk

Risks relating to the market and regulatory matters

13. Macroeconomic risks could result in a material adverse effect on the Group's financial condition, results of operations and prospects

14. The Group operates primarily in Asia, Africa and the Middle East, and these operations expose it to risks arising from the political and economic environment of markets in these areas that could adversely affect its financial condition, results of operations and prospects

15. The Group operates in competitive markets, which may have a material adverse effect on its financial condition, results of operations and prospects

16. The Group operates in a highly regulated industry and changes to bank regulations and laws could have an adverse impact on its operations, financial condition or prospects

17. The business and operations of the Group may be affected by the provisions of the Banking Act 2009 which gives the UK Treasury, the FSA and the Bank of England wideranging powers to make certain orders in respect of deposit-taking institutions

18. Downgrades to the Group's credit ratings or outlook could impair the Group's access to funding and the Group's competitive position

19. Changes in interest rates, commodity prices, equity prices and other market risks could adversely affect the Group's financial condition, results of operations and prospects

20. The Group is subject to the risk of exchange rate fluctuations arising from the geographical diversity of its businesses

21. Financial markets volatility globally and in the markets in which the Group operates could result in a material adverse effect on the Group's assets, financial condition, results of operations and prospects

22. Systemic risk resulting from failures by banks, other financial institutions and corporates could adversely affect the Group

23. Country cross-border risk could have a material adverse effect on the Group's financial condition, results of operations and prospects

24. The Group operates in some markets that have relatively less developed judicial and dispute resolution systems, which could have a material adverse effect on the Group's financial condition, results of operations and prospects

25. Hostilities, terrorist attacks or social unrest as well as natural calamities in the markets in which the Group operates could adversely affect the Group's business, results of operations and prospects

Risks relating to the Rights Issue and the New Ordinary Shares

26. The Company's share price will fluctuate and may fall below the Issue Price of the New Ordinary Shares issued upon exercise of the Nil Paid Rights

27. An active trading market in the Nil Paid Rights may not develop

28. The Company's ability to continue to pay dividends will depend on the level of profits and cash flows generated by the Group

29. Shareholders who do not acquire New Ordinary Shares in the Rights Issue will experience dilution in their ownership of the Company

30. Future issues of the Company's Ordinary Shares will further dilute Shareholders holding Existing Ordinary Shares and could materially affect the market price of the Ordinary Shares

PART III

EXPECTED TIMETABLES OF PRINCIPAL EVENTS

Expected timetable of principal events in the United Kingdom

Expected timetable of principal events in Hong Kong

Notes:

PART IV

IMPORTANT NOTE

PART V

RIGHTS ISSUE STATISTICS

PART VI

GENERAL INFORMATION

Notice to Investors in the European Economic Area

Notice to Overseas Shareholders

Enforcement of Judgments

Information regarding forward-looking statements

Presentation of Financial and Other Information

Information not contained in this document

No incorporation of website information

PART VII

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Name Position

Group Company Secretary

Standard Chartered PLC Capital/Financing Update 2010