Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

STANDARD CHARTERED PLC

渣打集團有限公司

(Incorporated as a public limited company in England and Wales with limited liability)

(Registered number 966425)

(Stock Code: 02888)

Termination of Indian Depository Receipts Programme

This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Please refer to the attached announcement which has been filed by Standard Chartered PLC with the Indian Stock Exchanges today, providing notice of the dispatch of information to holders of Indian Depository Receipts ("IDRs") in relation to the termination of its IDR programme.

Please refer to the attached announcement which has been filed by the Company with the Indian Stock Exchanges today.

By Order of the Board

Amanda Mellor

Group Company Secretary

Hong Kong, 13 March 2020

As of the date of this announcement, the Board of Directors of Standard Chartered PLC comprises:

Chairman:

José María Viñals Iñiguez

Executive Directors:

William Thomas Winters and Andrew Nigel Halford

Independent Non-Executive Directors:

Louis Chi-Yan Cheung; David Philbrick Conner; Byron Elmer Grote; Christine Mary Hodgson, CBE (Senior Independent Director); Gay Huey Evans, OBE; Naguib Kheraj (Deputy Chairman); Ngozi Okonjo-Iweala; David Tang; Carlson Tong and Jasmine Mary Whitbread

Standard Chartered

March 13, 2020

Listing Department
The National Stock Exchange of India Limited
Exchange Plaza
Bandra Kurla Complex
Bandra (East)
Mumbai 400 051

Dear Sir/Ma’am,

Sub: Termination of Indian Depository Receipts (the “IDRs”) programme (the “IDR Programme”) by Standard Chartered Plc (the “Company”)

This is with reference to Chapter VII of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”) which governs the obligations of the entities which have issued IDRs, and further to our announcement of March 9, 2020 on the captioned subject.

As informed to you, the Company has decided to terminate the IDR Programme and consequently delist the outstanding IDRs from BSE Limited and The National Stock Exchange of India Limited, and has now issued a formal termination notice to the Domestic Depository.

A letter intimating about the rights of the holders of the outstanding IDRs (the “IDR Holders”) about such termination of the IDR Programme and opportunity to redeem IDRs into the Shares/surrender IDRs for cash (the “Letter”) will be dispatched to all IDR Holders appearing in the register of ‘IDR Holders’ maintained pursuant to the Deposit Agreement as on March 6, 2020. A copy of the same is enclosed herewith.

The IDR Holders shall have an option to offer some or all of their IDRs under the Conversion Option and/or the Cash-out Option by submitting a withdrawal order (the “Withdrawal Order”), during the period commencing from March 18, 2020 and ending on June 15, 2020 (the “Notice Period”).

If there are outstanding IDRs post the completion of the Notice Period, including IDRs for which (a) no Withdrawal Order is submitted during the Notice Period; or (b) an invalid Withdrawal Order has been submitted during the Notice Period; or (c) for which a Withdrawal Order is submitted after May 29, 2020, to the extent of IDRs surrendered under the Cash-out Option; or (d) for which a Withdrawal Order is submitted option for Cash-out Option, but the Shares (all or part) underlying the IDRs could not be sold on the London Stock Exchange (the “LSE”) prior to the end of the Notice Period- to the extent of IDRs representing such unsold shares (all such outstanding IDR’s referred hereinafter the “Sale IDRs”), there would be a mandated sale of Shares underlying such Sale IDRs- the Domestic Depository shall arrange for sale the Shares underlying such Sale IDRs (without any instructions from the IDR Holders), on the LSE, as soon as reasonably practicable, at the prevailing market price, and arrange for the net proceeds (post deduction of brokerage expenses incurred by the Domestic Depository and applicable taxes) of such sale to be distributed to the IDR Holders in proportion to the number of Sale IDRs held by each IDR Holder.

Standard Chartered PLC
1 Basinghall Avenue
London EC2V 5DD
www.sc.com
Registered Office at 1 Basinghall Avenue London EC2V 5DD
Registered England 988403
Tel +44 (0)20 7885 8888
Here for good

Standard Chartered

The Company has also formulated a set of guidelines setting out the details of the termination process and the mechanism for participation by the IDR Holders in the same (the “Termination Operating Guidelines”).

Copy of the Termination Operating Guidelines shall be available, on request, at the office of the Company at 1 Basinghall Avenue, London, EC2V 5DD, UK, the Domestic Depository at Standard Chartered Bank, 23/25 MG Road, 3rd Floor, Fort, Mumbai – 400 001, the Overseas Custodian at The Bank of New York Mellon, One Piccadilly Gardens, Manchester, M1 1RN, UK and the Registrar at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032, India, as well as on the Company’s website at https://www.sc.com/en/investors/shareholder-information/indian-depository-receipts/idr-indian-depository-receipts/.

To address the queries of the IDR holders, the Domestic Depository and the Registrar have set up dedicated telephone helplines during the working hours (i.e. 9:00 am to 6:00 pm) on all working days, until a period of 6 months from completion of the Termination Process. The details of the dedicated telephone lines are:

Domestic Depository: +91 (0)22 -6115-7854/ +91 (0)22 -6115-7758.
Registrar: 1800 3454 001

Kindly note that on account of launch of this, termination program, the ‘Fungibility Program’ extended by the Company to the IDR Holders stand terminated, with effect from March 18, 2020.

We request you to kindly take note of the enclosed Termination Operating Guidelines and the Letter and upload the same on your website.

Yours sincerely,

For Standard Chartered PLC

Erita Lalwani
Compliance Officer

Encl: a/a.

Standard Chartered PLC
1, Basinghall Avenue
London EC2V 5DD
Tel +44 (0)20 7885 8888
www.sc.com
Registered Office at 1 Basinghall Avenue London EC2V 5DD
Registered England 988435
Here for good

Standard Chartered
March 13, 2020

STANDARD CHARTERED PLC

INDIAN DEPOSITORY RECEIPTS - TERMINATION PROGRAM

TERMINATION OPERATING GUIDELINES

I. BACKGROUND

Standard Chartered PLC (the “Company”) issued 240,000,000 Indian Depository Receipts (the “IDRs”) with every 10 IDRs representing one ordinary share of US$ 0.50 nominal value (the “Shares”) of the Company, in June 2010 (the “IDR Programme”).

As a part of the IDR Programme, the following agreements were executed:

a) A deposit agreement dated May 8, 2010, between the Company and Standard Chartered Bank, Mumbai (the “Domestic Depository”), as amended from time to time (the “Deposit Agreement”); and
b) A custody agreement dated May 8, 2010, between Standard Chartered Bank, Mumbai and The Bank of New York Mellon (the “Overseas Custodian”), as amended and restated from time to time.

In accordance with the provisions of the Deposit Agreement and the terms and conditions of the IDRs (the “IDR Terms”), the Company has the right (at its option) to terminate the Deposit Agreement, consequently resulting in termination of the IDR Programme. The Company has now decided to terminate the Deposit Agreement and consequently, the IDR Programme, inter alia in accordance with the Deposit Agreement and the IDR Terms (the “Termination Process”).

The Company has issued a termination notice of ninety (90) days’ to the Domestic Depository and the Overseas Custodian, on March 12, 2020, intimating them of its decision of terminating the Deposit Agreement and the IDR Programme, with such ninety (90) days’ period commencing from March 18, 2020. Accordingly, the notice period shall begin on March 18, 2020 and end on June 15, 2020 (the “Notice Period”).

On February 28, 2020, the Company announced that it would commence a share buy-back, pursuant to which the Company would repurchase up to a maximum aggregate value of USD 500 million of its Shares (the “Buy-back”). In this respect, the Company has entered into irrevocable, non-discretionary agreement with J.P. Morgan Securities plc (“JPMS”) to enable the purchase of Shares on UK recognized investment exchanges (the “UK RIEs”), including the London Stock Exchange (the “LSE”) and/or CBOE Europe Equities, by it, acting as principal, starting on March 2, 2020, and ending no later than May 14, 2020 (subject to regulatory approval remaining in place), for an aggregate purchase price of up to USD 500 million, and the on-sale of such Shares by JPMS to the Company. The Buy-back is being conducted pursuant to the shareholder approval granted at the Company’s Annual General Meeting held on May 8, 2019. The Buy-back will continue (while regulatory approval remains in place) until the earlier of (i) May 14, 2020; or (ii) the date on which Shares

STANDARD CHARTERED PLC
1 BASING HALL AVENUE
LONDON EC2V 5DD

March 13, 2020

worth the maximum consideration of USD 500 million have been purchased by JPMS. The Shares purchased under the Buy-back will be cancelled by the Company.

On account of such Buy-back process being launched by the Company, and in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and the Deposit Agreement, the Company is, as a part of the Termination Process, also extending to the holders of IDRs (the “IDR Holders”), an option to surrender, during the Notice Period (from March 18, 2020 to June 15, 2020), some or all of the IDRs held by them and request for the sale of the Shares underlying such IDRs on the LSE. The other option extended to the IDR Holders, during the Notice Period, is to receive the Shares underlying the IDRs. If at the end of the Notice Period, an IDR Holder does not select any of the options set out above or a combination thereof, the outstanding IDRs of such IDR Holder would be mandatorily sold on the LSE and the net cash proceeds would be distributed to such IDR Holder, in terms thereof.

To facilitate the Termination Process for the IDR Holders, the Company is publishing these guidelines (the “Termination Operating Guidelines”) (which are also submitted to BSE Limited (“BSE”) and The National Stock Exchange of India Limited (“NSE”, and together with BSE, referred to as the “Indian Stock Exchanges”), as well as uploaded on the Company’s website). To the extent applicable and required, the information in these Termination Operating Guidelines will be revised/ updated, and intimation would be sent to the Indian Stock Exchanges in case of any change or modification made to these Termination Operating Guidelines. For the convenience of the IDR Holders, the Company shall also simultaneously publish the updated information in two (2) leading English and two (2) leading Hindi national daily newspapers, in India.

In order to efficiently implement the Termination Process, the Deposit Agreement was amended pursuant to the amendment agreement dated March 12, 2020 by the Company and the Domestic Depository (the “Amendment Agreement”). A copy of the Amendment Agreement is available, on request, at the office of the Domestic Depository at Standard Chartered Bank, Securities Services, 23/25 MG Road, 3rd Floor, Fort, Mumbai - 400 001.

To assist the IDR Holders, the Company has also uploaded some likely questions concerning the Termination Process on its website at https://www.sc.com/en/investors/shareholder-information/indian-depository-receipts/idr-indian-depository-receipts/ (the “FAQs”) and these should be read in conjunction with these Termination Operating Guidelines and applicable laws.

To address the queries of the IDR Holders, the Domestic Depository and the Registrar have set up dedicated telephone helplines during the working hours (i.e. 9:00 am to 6:00 pm) on all working days, until a period of six (6) months from the completion of the Termination Process. The details of the dedicated telephone lines are:

Domestic Depository: +91 (0)22 -6115-7854/ +91 (0)22 -6115-7758

Registrar: 1800 3454 001

The aforesaid details shall also be made available on the Company’s website at https://www.sc.com/en/investors/shareholder-information/indian-depository-receipts/idr-indian-depository-receipts/.

STANDARD CHARTERED PLC
1 BASILI SHALL AVENUE
LONDON EC2V 5DD

March 13, 2020

The Company has received a letter dated March 6, 2020 from the Securities and Exchange Board of India (“SEBI”) approving (subject to the conditions stated therein) the Termination Process.

II. TERMINATION PROCESS

A. Key Steps:

Set out below are the key steps of the Termination Process:

a) Termination of the Deposit Agreement by the Company

In terms of the Deposit Agreement and the IDR Terms, the Company has the option of terminating the Deposit Agreement by providing at least ninety (90) days’ notice to the Domestic Depository and the Overseas Custodian.

As stated above, the Company has issued such notice on March 12, 2020 to the Domestic Depository and the Overseas Custodian, intimating them of its decision of terminating the Deposit Agreement and the IDR Programme, with such ninety (90) days’ period commencing from March 18, 2020. Accordingly, the Notice Period of ninety (90) days’ shall end on June 15, 2020, on which date the Deposit Agreement shall stand terminated.

b) Notification to the IDR Holders

The Domestic Depository is required to inform the IDR Holders of such termination as soon as practicable after receiving the notice of termination from the Company, through registered a/d post at their Indian address as recorded on the register of IDR Holders, along with an e-mail to those IDR Holders who have registered their e-mail address for receiving Company related communication via email.

A letter intimating about the right of the IDR Holders to participate in the Termination Process and the mechanism for doing so (the “Letter”) will be dispatched, to all IDR Holders appearing in the register of ‘IDR Holders’ maintained pursuant to the Deposit Agreement (the “Register”) as on March 6, 2020, by registered a/d post at their Indian address only, along with an email to those IDR Holders who had registered their email address with the Registrar for receiving Company related communication via email. Copy of these Termination Operating Guidelines and the FAQs shall be enclosed with the Letter.

An advertisement shall be issued on March 16, 2020, in two (2) leading English and two (2) leading Hindi national daily newspapers in India, with respect to the notice of termination issued by the Company and the Termination Process.

The Domestic Depository shall, in its Letter to the IDR Holders about the Termination Process, attach a form to be utilized by the IDR Holders for exercising the Conversion Option (as defined below), the Cash-out Option (as defined below) or a combination of both (the “Withdrawal Order”). However, this would not restrict an IDR Holder to obtain or download the Withdrawal Order from the locations specified below (see Paragraph II (B) (8) below).

STANDARD CHARTERED PLC 1 BASINGHALL AVENUE LONDON EC2V 5DD

March 13, 2020

The IDR Holders shall have an option to offer their IDRs under the Conversion Option and/or Cash-out option for redemption into Shares and/or surrender the IDRs for cash proceeds from the sale of underlying Shares on the LSE, respectively, by submitting the Withdrawal Order, during the Notice Period, at the locations mentioned below (see Paragraph II (B) (9) below).

c) Options for the IDR Holders during the Notice Period

As part of the submission of the Withdrawal Order, during the Notice Period, an IDR Holder may select either one or a combination of both of the following options, in respect to some or all of their IDRs:

(i) Option 1: Withdrawal of IDRs and consequent delivery of Shares to the IDR Holders (the “Conversion Option”)

Under this option, during the Notice Period, the IDR Holders are entitled to receive the Shares underlying the IDRs offered as part of this option, by submitting a Withdrawal Order. IDR Holders will only be entitled to receive Shares under the withdrawal and delivery process to the extent permitted by all applicable laws.

In order to request for the redemption of the IDRs into Shares, the IDR Holders are required to have unencumbered title over the relevant IDRs and to open and have a valid and active CREST Account in the United Kingdom. The IDR Holders will be required to approach their respective stockbrokers for assistance in opening the CREST Account in the United Kingdom. Any Shares that are the subject of valid requests received from the IDR Holders pursuant to the submission of a Withdrawal Order, will be credited to the UK CREST client account details provided in the Withdrawal Order within a period of fifteen (15) Business Days (as defined in the Deposit Agreement) from the date of receipt of such request.

Indian IDR Holders should carefully note that:

in terms of the circular dated July 22, 2009, notified by the Reserve Bank of India, listed Indian companies and Indian mutual funds registered with SEBI may either sell or continue to hold Shares (upon redemption of IDRs) subject to the terms and conditions of Regulation 6B and 7 of the Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004, as amended, and
in terms of the approval received by the Company from the Reserve Bank of India, on December 11, 2019, other persons resident in India (i.e. resident persons other than listed Indian companies and Indian mutual funds), including resident individuals, are allowed to continue to hold the Shares (pursuant to redemption of IDRs under the Termination Process) for any period (and not limited to only thirty (30) days). Provided, upon sale of such Shares, the proceeds of the sale have to be repatriated to India immediately on receipt thereof, and in any case no later than sixty (60) days from the date of sale of the Shares.

Please see Paragraph II (C) (2) below for further details.

STANDARD CHARTERED PLC 1 BASIN SHALL AVENUE LONDON EC2V 5DD

March 13, 2020

(ii) Option 2: Surrender of IDRs for sale of underlying Shares on the LSE and receipt of cash proceeds (the “Cash-out Option”)

Under this option, during the Notice Period, the IDR Holders are entitled to surrender some or all of their IDRs for cash proceeds from the sale of underlying Shares on the LSE. The Shares corresponding to the IDRs surrendered under the Cash-out Option by the IDR Holders would be offered for sale on the LSE in the open market, and such Shares may be purchased by JPMS, under the Buy-back process or any third party outside the Buy-back process. The proceeds of sale of the Shares shall be distributed to the IDR Holders by the Domestic Depository.

In order to surrender the IDRs and request the sale of the Shares underlying the IDRs being surrendered by the IDR Holders, on the LSE, IDR Holders are not required to open or have a CREST Account in the United Kingdom.

The Company has entered into irrevocable, non-discretionary agreement with JPMS to enable the purchase of Shares (including, but not limited to the Shares underlying the outstanding IDRs) on the UK RIEs through JPMS, under the Buy-back process, for an aggregate purchase price of up to USD 500 million (the “Buy-back Headroom”) and on sale of such Shares by JPMS to the Company. It is hereby clarified that the Buy-back Headroom is not limited to the Shares underlying the IDRs and extends to all outstanding Shares of the Company.

The Shares (underlying the IDRs surrendered as part of the Cash-out Option) offered for sale on the LSE can therefore be bought by JPMS (under the Buy-back process) or any third party (outside the Buy-back process). The Buy-back Headroom is applicable only with respect to Shares that can be purchased by JPMS on the UK RIEs as part of the Buy-back process. Please however note that such Buy-Back Headroom is not applicable with respect to purchase of Shares by any third party (other than if JPMS is purchasing under the Buy-back process) on the LSE, pursuant to an open market purchase.

Since JPMS may purchase the Shares offered on the LSE only until the earlier of the date on which the Buy-back Headroom (i.e. USD 500 million) is reached or until May 14, 2020, the Shares offered on the LSE post such date shall not be purchased by JPMS under the Buy-back process, but can be purchased by any third party. Further, the IDRs surrendered under the Cash-out Option vide Withdrawal Orders submitted after May 29, 2020, shall be considered as ‘Sale IDRs’ (as defined below) and the Shares underlying such IDRs will be sold on the LSE alongside the Shares underlying the other outstanding IDRs after the completion of the Notice Period, in accordance with sub-paragraph (f) below.

Please see Paragraph II (C) (3) below for further details.

Please note that an IDR Holder has the right (not a compulsion) to select (i) either of the options – the Conversion Option or the Cash-out Option; or (ii) a combination of both the options - the Conversion Option and the Cash-out Option, provided in case of (ii), each of the option is selected for a separate set of IDRs (in the lot of 10 IDRs and multiples thereof), i.e. the IDRs offered under both options have to be different and cannot be same.

STANDARD CHARTERED PLC
1 BASING FULL AVENUE
LONDON EC2V 5DD

March 13, 2020

d) Delisting of the IDRs

Immediately upon completion of the Notice Period, the Company will apply to the Indian Stock Exchanges for delisting of the IDRs such that the IDRs will cease to be listed on the Indian Stock Exchanges upon receipt of such approval, and post such delisting, no trading in the IDRs can be undertaken.

e) Record Date and Freezing of ISINs

(i) no Withdrawal Order is submitted during the Notice Period; or
(ii) an invalid Withdrawal Order has been submitted during the Notice Period;
(iii) a Withdrawal Order is submitted after May 29, 2020, to the extent of IDRs surrendered under the Cash-out Option; or
(iv) a Withdrawal Order is submitted selecting the Cash-out Option, but the Shares (all or part) underlying such IDRs could not be sold on the LSE- to the extent of the IDRs representing such unsold Shares,

(all such outstanding IDRs referred hereinafter as the “Sale IDRs”).

The National Securities Depositories Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”, and together with NSDL, referred to as “Security Depository(ies)”) shall freeze the ISINs of the Sale IDRs that are in dematerialised form, one (1) Business Day after such ‘Sale Record Date’.

f) Mandatory sale of the Sale IDRs

The Domestic Depository shall arrange for (i) sale of the Shares underlying the Sale IDRs as soon as reasonably practicable, after the delisting, on the LSE, at the prevailing market price, and (ii) the net proceeds (post deduction of applicable taxes and brokerage expenses incurred by the Domestic Depository) of such sale to be distributed to the IDR Holders in proportion to the number of Sale IDRs held by each IDR Holder.

The distribution of the net proceeds would likely take place within fifteen (15) Business Days of the completion of sale of all the Shares underlying all Sale IDRs. With respect to the Sale IDRs which are subject to any encumbrance/ pledge as per records of the Security Depositories (the “Encumbered IDRs”), the proportionate net proceeds (without any interest) shall be distributed after the release/ enforcement of the encumbrance over such Encumbered IDRs.

STANDARD CHARTERED PLC
1 BASING FULL AVENUE
LONDON EC2V 5DD

March 13, 2020

Please see Paragraph II (C) (5) below for further details.

g) Extinguishment and cancellation of Sale IDRs

Upon sale of all Shares underlying the Sale IDRs, the Domestic Depository shall issue instructions to the Registrar to cancel the Sale IDRs in certified form. Simultaneously, the Domestic Depository shall also intimate the Security Depositories to make the necessary changes to the securities account of the relevant IDR Holders and extinguish the Sale IDRs held in demat form, except in the case of (i) Encumbered IDRs; and (ii) subject to suspension of the relevant demat account of the relevant IDR Holder (the “Suspended Account”). Once the changes are confirmed by the Security Depositories, the Domestic Depository shall forward such confirmation to the Registrar.

All Sale IDRs which are Encumbered IDRs shall stand extinguished/ cancelled immediately upon release/ enforcement of such encumbrance, and the net proceeds (without any interest, whatsoever) shall be distributed accordingly upon such release/ enforcement, as per the communication received by the Domestic Depository from the Registrar/ Security Depository. All Sale IDRs subject to a Suspended Account shall be extinguished/ cancelled immediately upon such demat account ceasing to be suspended.

h) Treatment of Unclaimed Proceeds

If there are any unclaimed proceeds lying with the Domestic Depository from the sale of Shares underlying the Sale IDRs, the Domestic Depository shall hold these in trust for twelve (12) years (from the date it has received such proceeds for distribution) to the relevant IDR Holder(s). After completion of a period of twelve (12) years, the Domestic Depository shall transfer an amount equal to that unclaimed distribution to the “Investor Protection and Education Fund” established pursuant to the Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009 (as amended/substituted from time to time).

B. Key Information:

Sr. No.	Particulars	Information
1.	Applicability of this Termination Programme	All outstanding IDRs (80,26,730 IDRs, as on March 6, 2020).
2.	Notice Period during which Withdrawal Order may be submitted by the IDR Holders	Commencing from March 18, 2020 until June 15, 2020. All Withdrawal Orders must be submitted so as to be received no later than 5.00 p.m. (Mumbai time) on June 15, 2020.
Do note that submission of Withdrawal Order is voluntary and the IDR Holders are not obliged to provide instructions for the Conversion Option and/or the Cash-out Option. Provided, however, the Domestic Depository

STANDARD CHARTERED PLC
1 BASINGHILLY AVENUE
LONDON EC2V 5DD

March 13, 2020

Sr. No.	Particulars	Information
		shall sell the Shares underlying the Sale IDRs after the delisting, on the LSE at the prevailing market price, and arrange for the net proceeds of such sale to be distributed to the IDR Holders.
3.	Options during the Notice Period	During the Notice Period, an IDR Holder may submit the Withdrawal Order(s), listing out one of the following options they would want to select, along with the requisite details:
(a) Conversion Option; OR
(b) Cash-out Option; OR
(c) Combination of both (a) and (b) above, provided each such option is exercised for separate set of IDRs.

If at the end of the Notice Period, an IDR Holder does not submit a Withdrawal Order or does not select any of the options above, in such case, the outstanding IDRs of such IDR Holder would be treated as ‘Sale IDRs’, and would be mandatorily sold on the LSE in terms of Point 13 below. |
| 4. | Conversion Option | Under this option, the IDR Holders are entitled to receive the Shares underlying the IDRs offered under this option, by submitting a Withdrawal Order. IDR Holders will only be entitled to receive Shares under the withdrawal and delivery process to the extent permitted by all applicable laws. Upon redemption of IDRs into Shares on submission of the Withdrawal Order, the Shares shall be issued in dematerialised form in the respective CREST account of the IDR Holder.

IDR Holders will not have the option of seeking the release of Shares in physical/ certificated form. The Shares to be released on withdrawal will be registered on the UK share register and therefore can only be traded on the LSE. If such former IDR Holder wishes to trade the Shares in Hong Kong, he/ she/ it must arrange for the Shares to be transferred from the UK share register to the Hong Kong branch register.

Indian IDR Holders should carefully note that:
• in terms of the circular dated July 22, 2009, notified by the Reserve Bank of India, listed Indian companies and Indian mutual funds registered with SEBI may either sell or continue to hold Shares (upon redemption of IDRs) subject to the terms and conditions of Regulation 6B and 7 of the Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004, as amended, and
• in terms of the approval received by the Company from the Reserve Bank of India, on December 11, 2019, other persons resident in India (i.e. resident persons other than listed Indian companies and Indian mutual funds), including resident individuals, are allowed to continue to hold the Shares |

STANDARD CHARTERED PLC 1 BASING WILL AVENUE 2000-01-01 16:00:00

March 13, 2020

Sr. No.	Particulars	Information
		(pursuant to redemption of IDRs under the Termination Process) for any period (and not limited to only thirty (30) days). Provided, upon sale of such Shares, the proceeds of the sale have to be repatriated to India immediately on receipt thereof, and in any case no later than sixty (60) days from the date of sale of the Shares.
5.	Cash-out Option	Under this option, during the Notice Period, the IDR Holders are entitled to surrender some or all of their IDRs for cash proceeds from the sale of underlying Shares on the LSE. The Shares corresponding to the IDRs surrendered under the Cash-out Option by the IDR Holders would be offered for sale on the LSE in the open market, and such Shares may be purchased by JPMS under the Buy-back process or any third party outside the Buy-back process. The proceeds (post deduction of applicable taxes and brokerage expenses incurred by the Domestic Depository) of sale of the Shares shall be distributed to the IDR Holders by the Domestic Depository.

JPMS may, under the Buy-back process, acquire Shares until the completion of the Buy-back Headroom (i.e. USD 500 million) or until May 14, 2020, whichever is earlier. The Buy-back Headroom is not limited to the Shares underlying the IDRs and extends to all outstanding Shares of the Company.

The Buy-back Headroom is applicable only with respect to Shares that can be purchased by JPMS on the UK RIEs as part of the Buy-back. Please note that such Buy-Back Headroom is not applicable with respect to purchase of Shares by third party (other than if JPMS is purchasing under the Buy-back process) on the LSE, pursuant to an open market purchase.

Please note that the IDRs surrendered under the Cash-out Option vide Withdrawal Orders submitted after May 29, 2020, shall be considered as ‘Sale IDRs’ and the Shares underlying such IDRs will be sold on the LSE alongside the Shares underlying the other outstanding IDRs, after completion of the Notice Period, in accordance with Point 13 of this table. |
| 6. | Minimum number of IDRs which should be tendered pursuant to the Withdrawal Order | (a) Conversion Option - 10 IDRs or multiples thereof. If a Withdrawal Order is submitted for the Conversion Option with such number of IDRs which represents a fraction of a Share, the Registrar shall process the Withdrawal Order in respect of such number of IDRs, which would represent the nearest whole number of Shares and the balance IDRs shall be released to the relevant IDR Holder, which IDRs shall be considered as Sale IDRs after the Notice Period. |

STANDARD CHARTERED PLC
1 BASINGHILL AVENUE
LONDON EC2V 5DD

March 13, 2020

Sr. No.	Particulars	Information
		(b) Cash-out Option - 10 IDRs or multiples thereof. If a Withdrawal Order is submitted for the Cash-out Option with such number of IDRs which represents a fraction of a Share, the Registrar shall process the Withdrawal Order in respect of such number of IDRs, which would represent the nearest whole number of Shares and the balance IDRs shall be released to the relevant IDR Holder and considered as Sale IDRs after the Notice Period.
7.	Reservation	There is no reservation being made for any category of the IDR Holders.
8.	Availability of Withdrawal Orders	The Domestic Depository shall enclose a copy of the Withdrawal Order, pursuant to which IDR Holders shall provide the selected option and relevant details, with the Letters to be sent to the IDR Holders appearing in the Register as on March 6, 2020. Also, a copy of the Withdrawal Order may be obtained in the following manner and from the following locations:

Physical copy (on request) between 10:00 a.m. and 5:00 p.m. on a Business Day:
Company – 1 Basinghall Avenue, London, EC2V 5DD, UK.
Domestic Depository – Standard Chartered Bank, 23/25 MG Road, 3rd Floor, Fort, Mumbai - 400 001.
Overseas Custodian – The Bank of New York Mellon, One Piccadilly Gardens, Manchester, M1 RN, UK.
Registrar – KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Electronic copy:
An electronic copy of the Withdrawal Order may also be downloaded from https://www.sc.com/en/investors/shareholder-information/indian-depository-receipts/idr-indian-depository-receipts/ |
| 9. | Submission of Withdrawal Orders | IDR Holders may submit duly filled, and signed Withdrawal Orders along with the relevant enclosures, in the following manner and at the following locations:

By hand delivery between 10:00 a.m. to 5:00 p.m. on a Business Day (Monday to Friday):
• At the centres designated by the Registrar as specified in Annexure A; or |

STANDARD CHARTERED PLC
1 BASINGHALL AVENUE
LONDON EC2V 5DD

March 13, 2020

Sr. No.	Particulars	Information
		• At the office of the Registrar at KFin Technologies Private Limited Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

By registered post or courier:

• At the office of the Registrar only at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Withdrawal Orders must be received by no later than 5:00 p.m. (Mumbai time) on June 15, 2020. Any Withdrawal Orders/ instructions received after that point will not be processed.

Withdrawal Orders submitted at times or locations or by modes other than those specified herein above shall be liable to be rejected. |
| 10. | IDR Accounts | Conversion Option: A securities account being “SCB IDR CONV A/C” (DP ID - IN300360 and Client ID - 11067081) has been opened with a depository participant for deposit of the dematerialised IDRs, and in case of IDR certificates (or IDRs in physical form), it refers to the custody of such IDR certificates with the Registrar, as part of the Conversion Option (the “IDR Conversion Account”).

Cash-out Option: A separate securities account being “SCB IDR CASHOUT” (DP ID - IN300360 and Client ID - 11067024) has been opened with a depository participant for deposit of the dematerialised IDRs, and in case of IDR certificates (or IDRs in physical form), it refers to the custody of such IDR certificates with the Registrar, as part of the Cash-out Option (the “IDR Cash-out Account”). |
| 11. | Delisting of IDRs and Freezing ISIN | As part of the Termination Process, the Company will apply to the Indian Stock Exchanges for delisting of the IDRs immediately after the Notice Period.

The IDRs shall stand delisted after the Notice Period upon approval of the Indian Stock Exchanges. Any trading in the Sale IDRs upon receipt of approval of the Indian Stock Exchanges for delisting of the IDRs shall cease and no transfer of IDRs after such date shall be registered.

The NSDL and CDSL shall freeze the ISINs of the Sale IDRs that are in dematerialised form, one (1) Business Day after the Sale Record Date (i.e. the third Business Day after the date of receipt of approval from the Indian Stock Exchanges for delisting of IDRs). |

STANDARD CHARTERED PLC
1 BASING HALL AVENUE
LONDON EC2V 5DD

March 13, 2020

Sr. No.	Particulars	Information
12.	Mandatory sale of Sale IDRs	The Domestic Depository shall arrange for sale of the Shares underlying the Sale IDRs (i.e. outstanding IDRs after the Notice Period, including for which (a) no Withdrawal Order is submitted during the Notice Period; or (b) an invalid Withdrawal Order has been submitted during the Notice Period; or (c) a Withdrawal Order is submitted after May 29, 2020, to the extent of IDRs surrendered under the Cash-out Option; or (d) for which a Withdrawal Order is submitted selecting the Cash-out Option, but the Shares (all or part) underlying the IDRs could not be sold on the LSE - to the extent of IDRs representing such unsold Shares), after the delisting, on the LSE at the prevailing market price, and arrange for the net proceeds of such sale to be distributed to the IDR Holders in proportion to the number of Sale IDRs held by each IDR Holder as on the Sale Record Date, post deduction of applicable taxes and brokerage expenses incurred by the Domestic Depository.

Such proceeds shall be distributed by the Domestic Depository to the IDR Holders (as per the list provided by the Securities Depositories and the Registrar on the Sale Record Date) by transfer of proportionate net proceeds to their respective bank account/ issuance of a demand draft, as per the details available with the Domestic Depository and/ or the Registrar, tentatively, within fifteen (15) Business Days from the date of sale of all Shares.

Provided, however, the net proceeds (without any interest, whatsoever) with respect to the Encumbered IDRs shall be distributed accordingly upon release/ enforcement of the encumbrance, as per the communication received by the Domestic Depository from the Registrar/ Security Depository.

The Company or the Domestic Depository shall not require any instruction from the IDR Holders for such sale of the Shares underlying the Sale IDRs. |
| 13. | Requirement for an active Crest Account in UK | (a) Receiving Shares under the Conversion Option – Yes
(b) Receiving cash proceeds under the Cash-out Option – No
(c) Receiving cash proceeds for sale of Shares underlying the Sale IDRs - No |
| 14. | Dividends | An IDR Holder holding IDRs on the record date fixed for the purposes of any Company dividend, will be entitled to a dividend on such IDRs in the usual manner, even if that IDR Holder issues the Withdrawal Order after such record date. However, after completion of the Termination Process, the IDRs will not carry any entitlement to receive the proceeds of any dividend declared or other distribution by the Company. |
| 15. | Domestic Depository Fees | None: The Domestic Depository has decided to waive the fee payable by the IDR Holders, vis’a’vis cancellation of IDRs. |

March 13, 2020

Sr. No.	Particulars	Information
16.	Tax and Stamp Duty	The IDR Holders shall be solely responsible for paying any income tax, capital gains tax, withholding tax or any other similar duty or tax charged or chargeable or determined/ held as chargeable, levied or leviable or determined/ held as leviable, in India, United Kingdom or elsewhere in connection with the deposit of IDRs for redemption, allotment of Shares on the LSE and/ or receipt of cash for the Shares underlying the IDRs sold on the LSE, under the Termination Process. IDR Holders shall consult their own tax counsel and advisors under Indian and other applicable laws before applying under the Termination Process.

PLEASE NOTE THAT THE IDR HOLDERS NEED NOT PAY ANY STAMP DUTY ON THE WITHDRAWAL ORDERS SUBMITTED BY THEM (irrespective of the option selected), since the Withdrawal Order does not provide for an indemnity from the IDR Holder to the Company and others. |
| 17. | Brokerage Fee | Please note that the proceeds of the sale of the Shares underlying the IDRs (as part of the Cash-out Option) and the Sale IDRs on the LSE, would be distributed to the IDR Holders net of the brokerage fee (tentatively 20 bps per Share). |
| 18. | Extinguishment and Cancellation of IDRs | Upon sale of all Shares underlying the Sale IDRs, the Domestic Depository shall issue instructions to the Registrar to cancel the Sale IDRs in certified form. Simultaneously, the Domestic Depository shall also intimate the Security Depositories to make the necessary changes to the securities account of the relevant IDR Holders and extinguish the Sale IDRs held in demat form, except in the case of (i) Encumbered IDRs; and (ii) Sale IDRs subject to a Suspended Account. Once the changes are confirmed by the Security Depositories, the Domestic Depository shall forward such confirmation to the Registrar.

All Sale IDRs which are Encumbered IDRs shall stand extinguished/ cancelled immediately upon release/ enforcement of such encumbrance. All Sale IDRs subject to a Suspended Account shall be extinguished/ cancelled immediately upon such demat account ceasing to be suspended. |
| 19. | Status of Encumbered IDRs | IDR Holders must ensure that the IDRs held by them are free of any encumbrance, prior to submitting a Withdrawal Order. Even if the IDR Holders are not submitting a Withdrawal Order, for the purpose of distribution of the net cash proceeds after sale of the Shares underlying the Sale IDRs, the IDR Holders must ensure that encumbrance, if any, over the IDRs held by them is released during the Notice Period.

The net proceeds with respect to Shares underlying the Encumbered IDRs, shall be distributed upon release/ enforcement of such encumbrance, as per the communication received by the Domestic Depository from the Registrar/ Security Depository. |

13
STANDARD CHARTERED PLC
1 BASINGHAWA AVENUE
LONDON EC2V 5DD

March 13, 2020

Sr. No.	Particulars	Information
20.	Unclaimed Proceeds	If there are any unclaimed proceeds lying with the Domestic Depository from the sale of Shares underlying the Sale IDRs, the Domestic Depository shall hold these in trust for twelve (12) years (from the date it has received such proceeds for distribution) to the relevant IDR Holder(s). After completion of a period of twelve (12) years, the Domestic Depository shall transfer an amount equal to that unclaimed distribution to the “Investor Protection and Education Fund” established pursuant to the Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009 (as amended/substituted from time to time).
21.	Status of Fungibility Programme	The ‘Fungibility Programme’ stands terminated with effect from March 18, 2020.
22.	Key Parties	Company – Standard Chartered PLC
Domestic Depository – Standard Chartered Bank, Mumbai
Overseas Custodian – The Bank of New York Mellon
Registrar – KFin Technologies Private Limited
Security Depositories – National Securities Depository Limited and Central Depository Services (India) Limited
Indian Stock Exchanges – BSE Limited and The National Stock Exchange of India Limited
23.	Telephone Helpline	To address the queries of the IDR Holders, the Domestic Depository and the Registrar have set up dedicated telephone helplines during the working hours (i.e. 9:00 am to 6:00 pm) on all working days, until completion of the Termination Process and six (6) months thereafter. The details of the dedicated telephone lines are:

Domestic Depository: +91 (0)22 -6115-7854/ +91 (0)22 -6115-7758
Registrar: 1800 3454 001 |

C. Detailed Guidelines:

1. Withdrawal Orders

a) Letter to IDR Holders

The Letter intimating about the right of the IDR Holders to participate in the Termination Process and the mechanism for doing so will be dispatched, to all IDR Holders appearing in the Register as on March 6, 2020, by registered a/d post at their Indian address only, along with an email to those IDR

STANDARD CHARTERED PLC 1 BASING ALL AVENUE LONDON EC2V 5DD

March 13, 2020

Holders who had registered their email address with the Registrar for receiving Company related communication via email. Copy of these Termination Operating Guidelines and the FAQs shall be enclosed with the Letter.

An advertisement shall be issued on March 16, 2020 in two (2) leading English and two (2) leading Hindi national daily newspapers in India, with respect to the notice of termination issued by the Company and the Termination Process.

The Domestic Depository shall, in its Letter to the IDR Holders about the Termination Process, attach the Withdrawal Order to be utilized by the IDR Holders for exercising the Conversion Option, the Cash-out Option or a combination of both these options. However, this would not restrict an IDR Holder to obtain or download the Withdrawal Order from the locations specified below (see Paragraph II (C) (5) (e) below).

b) Method and Process of submitting the Withdrawal Orders

IDR Holders should submit duly filled, and signed Withdrawal Order along with relevant enclosures in the following manner and at the following locations:

Hand delivery between 10:00 a.m. to 5:00 p.m. on Business Days (Monday to Friday):

At the centres designated by the Registrar as specified in Annexure A; or
At the office of the Registrar at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Registered post or courier:

At the office of the Registrar only at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Withdrawal Order must be received by no later than 5:00 p.m. (Mumbai time) on June 15, 2020. Any instructions received after that point will not be processed.

Withdrawal Orders submitted at times or locations or by modes other than those specified herein above shall be liable to be rejected.

The Withdrawal Order should be accompanied by:

(i) an IDR certificate (for IDRs held in physical form)
(ii) for Conversion Option: evidence of transfer of the dematerialised IDRs into the IDR Conversion Account duly verified by the relevant depository participant of the Security Depositories (for IDRs held in demat form);

STANDARD CHARTERED PLC
1 BASING HALL AVENUE
LONDON EC2V 5DD

March 13, 2020

(iii) for Cash-out Option: evidence of transfer of the dematerialised IDRs into the IDR Cash-out Account duly verified by the relevant depository participant of the Security Depositories (for IDRs held in demat form);
(iv) a copy of a validly executed and enforceable power of attorney from the IDR Holder to its broker or agent and a list of authorised signatories in the event Withdrawal Order is submitted by a broker or an agent on behalf of an IDR Holder; and
(v) copy of PAN card of the IDR Holder.

Upon completing and submitting the Withdrawal Order, the IDR Holder is deemed to have represented and warranted that such IDR Holder has authorised the deposit of the dematerialised IDRs or the IDR certificate in the IDR Conversion Account and/or IDR Cash-out Account (as the case may be) and is eligible to apply for the Conversion Option and/or the Cash-out Option, as the cash may be, as specified in the Withdrawal Order, under applicable law and regulation and the terms of these Termination Operating Guidelines.

An IDR Holder may submit multiple Withdrawal Orders at different times during the Notice Period. It is not mandatory for an IDR Holder to submit one Withdrawal Order for all the IDRs held by such IDR Holder. It is also not mandatory for an IDR Holder to opt only one of the following options: (i) Conversion Option; and (ii) Cash-out Option – An IDR Holder has the right to select either one or a combination of both of these options, provided in case of choosing both the options, each option should relate to a different set of IDRs.

IDR Holders shall not be permitted to amend, revise or cancel any request or change the selected option(s) after submission of the Withdrawal Order.

IDR Holders shall note that in case the DP ID and the Client ID mentioned in the Withdrawal Order by the IDR Holder does not correspond with the DP ID and Client ID available in the database maintained by the Security Depositories, the Withdrawal Order is liable to be rejected.

c) General Instructions

The Withdrawal Order should clearly indicate one of the following options:

(i) Conversion Option; or
(ii) Cash-out Option; or
(iii) Combination of both (i) and (ii), provided each such option is exercised for separate set of IDRs.

Dos:

(i) ensure that you validly hold IDRs, for which you are issuing the Withdrawal Order;
(ii) ensure that the IDRs submitted by you pursuant to the Withdrawal Order are not subject to any encumbrance;
(iii) ensure that all requisite documents as specified in terms of the paragraph titled ‘Method and Process of submitting the Withdrawal Orders’ in Paragraph II (C) (1) (b) are enclosed with the Withdrawal Order;

STANDARD CHARTERED PLC
1 BASINGHILL AVENUE
LONDON EC2V 5DD

March 13, 2020

(iv) ensure that the number of IDRs withdrawn/surrendered as part of the Withdrawal Letter, are transferred to the IDR Conversion Account and/or IDR Cash-out Account (as the case may be);
(v) complete and sign the Withdrawal Order;
(vi) ensure that the details of the DP ID and Client ID mentioned in the Withdrawal Order are correct;
(vii) ensure that the Withdrawal Order is submitted at the times and locations, and by the modes described in these Termination Operating Guidelines;
(viii) ensure that the name(s) in the Withdrawal Order are exactly the same as the name(s) in which the dematerialised account is held by the IDR Holder(s) in India;
(ix) in case you are opting for the Conversion Option:
- confirm that you are eligible to withdraw your IDRs for allotment of the Shares underlying such IDRs on the LSE under applicable law and regulations, and that such withdrawal of IDRs and allotment of the Shares underlying such IDRs does not give rise to any requirement on the part of the Company, the Domestic Depository, the Overseas Custodian or the Registrar to comply with any requirement or pay any fee, taxes, costs or other expense under any applicable law;
- ensure that the number of IDRs for which corresponding Shares are to be allotted as part of the Conversion Option is not greater than the number of IDRs held, and is in multiples of 10 IDRs;
(x) in case you are opting for the Cash-out Option:
- confirm that you are eligible to surrender your IDRs for sale of the Shares underlying such IDRs on the LSE under applicable law and regulations, and that such surrender of IDRs, sale of the Shares underlying such IDRs and distribution of net cash proceeds does not give rise to any requirement on the part of the Company, the Domestic Depository, the Overseas Custodian or the Registrar to comply with any requirement or pay any fee, taxes, costs or other expense under any applicable law;
- ensure that the number of IDRs surrendered for which corresponding Shares are to be sold on the LSE is not greater than the number of IDRs held, and is in multiples of 10 IDRs.

Do not:

(i) submit the Withdrawal Order at times or locations or by modes other than those described in these Termination Operating Guidelines;
(ii) issue instructions to sell IDRs after submitting a Withdrawal Order in respect of such IDRs;
(iii) submit same set of IDRs under both the Conversion Option and the Cash-out Option;
(iv) submit the Withdrawal Order if the request is in contradiction of applicable law or regulation or would give rise to any requirement on the part of the Company, the Domestic Depository, the Overseas Custodian or the Registrar to comply with any requirement or pay any fee or expense under any applicable law.

All communications, notices, certificates, documents of title, remittances or other documents to be delivered by or sent to or from IDR Holders (or their designated agent(s)) will be delivered by or sent to or from such IDR Holders (or their designated agent(s)) at their own risk.

d) Processing of the Withdrawal Order

STANDARD CHARTERED PLC
1 BASING FULL AVENUE
LONDON EC2V 5DD

March 13, 2020

With respect to the Withdrawal Orders submitted at the centres listed in Annexure A, each such centre shall email to the Registrar a daily statement of the Withdrawal Orders received by it, specifying the details of:

(i) the IDR Holders;
(ii) the number of IDRs withdrawn for allotment of the Shares underlying such IDRs, as part of the Conversion Option;
(iii) the number of IDRs surrendered for sale of underlying Shares on the LSE, as part of the Cash-out Option; and
(iv) scanned copy of the Withdrawal Orders and the enclosures.

Subsequently, each centre listed in Annexure A shall send the Withdrawal Orders and the enclosures to the Registrar by registered post or courier or email on a daily basis, such that the Registrar receives all Withdrawal Orders and enclosures no later than Saturday of the week during which such Withdrawal Orders are received by such centre. The Registrar shall verify the Withdrawal Orders and enclosures with the details contained in the daily statement received from each centre listed in Annexure A. In case of any discrepancy in the daily statement and the Withdrawal Orders and the enclosures, the Registrar shall intimate the concerned centre and such centre shall resolve such discrepancy as quickly as reasonably practicable and provide a revised statement to the Registrar.

On receipt of the Withdrawal Orders and enclosures as above, the Registrar shall verify for: (a) mistakes or errors or omissions; (b) incomplete information or absence of relevant enclosures; (c) mismatch in the number of IDRs transferred to the IDR Conversion Account vis-à-vis the number of IDRs mentioned in the Withdrawal Order for the Conversion Option; (d) mismatch in the number of IDRs transferred to the IDR Cash-out Account vis-à-vis the number of IDRs mentioned in the Withdrawal Order for the Cash-out Option; (e) mismatch of DP ID and Client ID mentioned in the Withdrawal Order with the corresponding details available in the database maintained by the Security Depositories; (f) whether same set of IDRs are submitted under the Conversion Option and the Cash-out Option; and (g) absence of a validly executed and enforceable power of attorney (where applicable). The Registrar shall complete the verification of all Withdrawal Orders received in a particular week (from Monday to Friday) within first two (2) Business Days in the following week.

The Registrar shall provide the following information in respect of each verified Withdrawal Order to the Domestic Depository by the end of the second Business Day of such following week:

(i) Name of the IDR Holder;
(ii) Number of IDRs withdrawn, if the IDR Holder has selected the Conversion Option;
(iii) Details of an active UK CREST client account, if the IDR Holder has selected the Conversion Option;
(iv) Number of Shares to be credited to the UK CREST client account, if the IDR Holder has selected the Conversion Option;
(v) Number of IDRs deposited in the IDR Conversion Account, under the Conversion Option;
(vi) Number of IDRs surrendered and Shares underlying such IDRs to be offered for sale on the LSE, if the IDR Holder has selected the Cash-out Option;
(vii) CREST account details of the Broker (defined below), if the IDR Holder has selected the Cash-out Option;
(viii) Number of IDRs deposited in the IDR Cash-out Account, under the Cash-out Option;
(ix) IDR certificate number; and

STANDARD CHARTERED PLC 1 BASINGHALL AVENUE LONDON EC2V 5DD

March 13, 2020

(x) DP ID and Client ID.

e) Updates

In this regard, the Registrar shall provide a facility on its website at https://karisma.kfintech.com/, whereby the IDR Holders who had submitted the Withdrawal Order could use their DP ID and Client ID/ Folio no. to access the detailed information about their respective request.

Conversion Option

a) Who can apply for redemption of IDRs into Shares under the Conversion Option

Such IDR Holder must also be eligible to hold Shares under applicable law and regulation.

In this regard, IDR Holders should carefully note that:

in terms of the circular dated July 22, 2009, notified by the Reserve Bank of India, listed Indian companies and Indian mutual funds registered with SEBI may either sell or continue to hold Shares (upon redemption of IDRs) subject to the terms and conditions of Regulation 6B and 7 of the Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004, as amended, and
in terms of the approval received by the Company from the Reserve Bank of India, on December 11, 2019, other persons resident in India (i.e. resident persons other than listed Indian companies and Indian mutual funds), including resident individuals, are allowed to continue to hold the Shares (pursuant to redemption of IDRs under the Termination Process) for any period (and not limited to only thirty (30) days). Provided, upon sale of such Shares, the proceeds of the sale have to be repatriated to India immediately on receipt thereof, and in any case no later than sixty (60) days from the date of sale of the Shares.

IDR Holders should consult their own counsel and advisors as to business, legal, tax, accounting and related matters under Indian and other applicable laws before applying for redemption of IDRs into Shares.

The IDR Holder submitting such instructions may hold IDRs in dematerialised form or in physical/ certificated form. IDR Holders are required to have or open a valid and active CREST Account in the United Kingdom for the redemption of IDRs into Shares under this Termination Process. The IDR Holders will be required to approach their respective stockbrokers for assistance in opening the CREST Account in the United Kingdom. The Shares for the valid redemption requests received from the IDR Holders pursuant to the submission of the Withdrawal Order, will be credited to the

STANDARD OF 1 BASING 100% LAXENUE LONDON B52V 5DD

March 13, 2020

UK CREST client account details provided in the Withdrawal Order within a period of fifteen (15) Business Days from the date of receipt of such request.

Upon submitting a Withdrawal Order, the IDR Holder should instruct its UK broker or such other person operating the UK CREST client account on its behalf to take necessary steps to accept the Shares to be released by the Overseas Custodian.

IDR Holders should note that where the UK CREST client account details provided in the Withdrawal Order are found to be incorrect or incomplete or such UK CREST client account is inactive, the Withdrawal Order (to the extent it relates to the Conversion Option) is liable to be rejected.

b) Release of Shares

The Domestic Depository shall direct the Overseas Custodian, by tested telex, facsimile or SWIFT message to release the Shares to the respective UK CREST client account by a book entry. On receiving such instructions, the Overseas Custodian shall release the corresponding number of Shares to the respective UK CREST client account in accordance with the rules and procedures of the relevant settlement system and provide a copy of the evidence of such release to the Domestic Depository. Such release of Shares automatically updates the Share register of the Company.

The Domestic Depository shall provide the evidence of such release to the Registrar within one (1) Business Day from receipt of such information from the Overseas Custodian. The Registrar shall thereafter intimate the concerned IDR Holder about release of Shares to the UK CREST client account and propose cancellation of the IDRs.

In the event the UK broker or such other person operating the UK CREST client account on behalf of the IDR Holder fails to undertake necessary actions to accept the Shares released by the Overseas Custodian, such unsettled transaction shall be kept open for settlement through CREST for a period of not more than thirty (30) days from the date such Shares are released by the Overseas Custodian. After the expiration of thirty (30) days from the release of the Shares, the Overseas Custodian will provide details of the unsettled transaction to the Domestic Depository. The Domestic Depository shall obtain the details of the relevant former IDR Holder from the Registrar and provide the same to the Overseas Custodian. The Overseas Custodian shall close such unsettled transactions and issue Shares in the name of the relevant former IDR Holder in certificated form. The former IDR Holder to whom Shares are issued in certificated form shall be solely responsible and accountable for any stamp duty, stamp duty reserve tax or any other tax due and payable under any applicable law on the creation and delivery of such certificate to the former IDR Holder and none of the Company, the Domestic Depository, the Overseas Custodian or the Registrar shall have any liability in this respect.

c) Fractional Shares

A request for redemption of IDRs into Shares pursuant to a Withdrawal Order, under the Conversion Option, may only be made in respect of a minimum of 10 IDRs or multiples thereof. However, if the Conversion Option is selected and the Withdrawal Order is submitted with such number of IDRs (under the Conversion Option) that represents a fraction of a Share, the Registrar shall process the same in respect of such number of IDRs which would represent the nearest whole number of Shares and the balance IDRs shall be released to the relevant IDR Holder.

STANDARD CHARTERED PLC
1 BASING FULL AVENUE
LONDON EC2V 3GD

March 13, 2020

For instance, if an IDR Holder has submitted a valid Withdrawal Order for 105 IDRs as part of the Conversion Option, the Registrar shall process the Withdrawal Order with respect to 100 IDRs under the Conversion Option, and release 5 IDRs back to the relevant IDR Holder.

d) Cancellation of IDRs and updating of information by the Domestic Depository

Upon receipt of the information from the Overseas Custodian on credit of Shares underlying the IDRs to the respective UK CREST client account(s), the Domestic Depository shall issue instructions to the Registrar to cancel the IDRs corresponding to the Shares released to the respective UK CREST client account(s) in the previous month by amending the IDR register and in case of IDR certificates, destroying the relevant IDR certificates. Simultaneously, the Domestic Depository shall also intimate the Security Depositories to make the necessary changes to the securities account of the IDR Holders. Once the changes are confirmed by the Security Depositories, the Domestic Depository shall forward such confirmation to the Registrar.

e) Indicative Timelines for Redemption

An indicative timetable in respect of the key events of redemption process for each of the Withdrawal Order vis a vis the Conversion Option is set out below:

Key Event	Indicative Timelines
Receipt of the Withdrawal Order by the Registrar or one of its centres listed in Annexure A	T
Credit of Shares into the UK CREST client account	On or around T+15 Business Days
Intimation to IDR Holders who applied for redemption of IDRs	On or around T+18 Business Days

Kindly note that the actual timelines involved in the redemption process may vary from the indicative timelines mentioned herein above.

Cash-out Option

a) Who can surrender IDRs under the Cash-out Option

An IDR Holder who is the legal and beneficial owner of, and has good and valid title to IDRs, free and clear of all pledges, liens, charges, encumbrances, equities, security interests, third party rights or other similar claims is eligible to instruct the Domestic Depository, under the Cash-out Option, to surrender some or all of his IDRs to facilitate the sale of the Shares underlying such IDRs. The IDR Holder submitting such instructions may hold IDRs in dematerialised form or in physical/certificated form. IDR Holders are not required to have or open a CREST Account in the United Kingdom for exercising the Cash-out Option.

IDR Holders shall consult their own counsel and advisors as to business, legal, tax, accounting and related matters under Indian and other applicable laws before exercising the Cash-out Option.

STANDARD CHARTERED PLC 1 BASINGHAIL AVENUE LONDON EC2V 5DD

March 13, 2020

IDR Holders may exercise the Cash-out Option in circumstances where the surrender of IDRs and sale of the Shares underlying such IDRs does not give rise to any requirement on the part of the Company, the Domestic Depository, the Overseas Custodian or the Registrar in any jurisdiction to comply with any filing or other requirement or to pay any fees or expenses. Any Withdrawal Order in respect of which the foregoing applies is liable to be rejected. By submitting an Withdrawal Order for exercise of the Cash-out Option, the relevant IDR Holder is deemed to have represented and warranted that there is no such requirement in relation to the IDRs representing the Shares that he is seeking to surrender for sale. US Persons (within the meaning of Regulations under the US Securities Act of 1933, as amended) are not eligible to submit Withdrawal Orders and any person submitting a Withdrawal Order is deemed to have represented and warranted that he is not a US Person.

b) Sale of Shares on LSE

The sale cycle would be on a fortnightly basis. The Domestic Depository shall direct the Overseas Custodian, by tested telex, facsimile or SWIFT message (as applicable) to transfer the Shares underlying the IDRs for which valid Withdrawal Order are received and verified in the previous Two (2) weeks, from the IDR CREST Account held with the Overseas Custodian to the CREST Account of the broker, namely, Equiniti Financial Services Limited, (the “Broker”) engaged by the Domestic Depository for carrying out the sale of the underlying Shares on the LSE.

The Overseas Custodian shall transfer the corresponding number of Shares to the CREST Account of the Broker for sale on the LSE (the “Offered Shares”) in accordance with the applicable rules and procedures on the same day or next day as receipt of the instructions from the Domestic Depository to transfer the Offered Shares to the CREST Account of the Broker and provide a copy of the evidence of such transfer to the Domestic Depository on the same date as the transfer of the Shares. After the transfer of the Offered Shares by the Overseas Custodian to the CREST Account of the Broker, the Broker shall offer the Offered Shares for sale on the LSE on the second/third Business Day thereafter (each such date referred to as an “IDR Offer Date”). The last IDR Offer Date shall tentatively be June 4, 2020.

If the aggregate number of Offered Shares offered for sale by the Broker on any IDR Offer Date is higher than the number of Offered Shares purchased on such date, then:

(i) the Offered Shares shall be deemed to have been purchased on a first come first served basis, by reference to the chronological order of the date of receipt by the Registrar of a valid Withdrawal Order relating to such Offered Shares. In the event that multiple Withdrawal Orders relating to Offered Shares are received by the Registrar on the same date, the deemed order of receipt of such letters shall be based on the alphabetical order of the surnames of the IDR Holders to have delivered the relevant Withdrawal Orders; and

(ii) the Broker shall offer the Offered Shares which are not purchased on the LSE on the IDR Offer Date for sale on the next trading day or on a continuous basis until all the Offered Shares are sold by the Broker, provided that no Offered Shares shall be offered for sale by the Broker on the LSE, under this Cash-out Option, after June 4, 2020. With respect to the unsold Shares, the underlying IDRs would be considered ‘Sale IDRs’ and the same would be treated as per Paragraph II (C) (5) below.

STANDARD CHARTERED PLC 1 BASINGHILL AVENUE LONDON EC2V 5DD

March 13, 2020

Please also note the IDRs surrendered under the Cash-out Option vide Withdrawal Orders submitted after May 29, 2020, shall be considered as ‘Sale IDRs’ and the Shares underlying such IDRs will be sold on the LSE alongside the Shares underlying the other outstanding IDRs, after completion of the Notice Period, in accordance with Paragraph II (C) (5) below.

c) Buy-back Headroom

The Company has entered into irrevocable, non-discretionary agreement with JPMS to enable the purchase of Shares (including, but not limited to the Shares underlying the outstanding IDRs) on the UK RIEs through JPMS, under the Buy-back process, for an aggregate purchase price of up to the Buy-back Headroom (i.e. USD 500 million) and the on sale of such Shares by JPMS to the Company. It is hereby clarified that the Buy-back Headroom is not limited to the Shares underlying the IDRs and extends to all outstanding Shares of the Company.

The agreement entered into by the Company with JPMS for implementing the Buy-back also include restrictions on the price to be paid by the Company in respect of such Shares and the volume of dealing in Shares that can be undertaken by JPMS on any particular day.

The Shares offered for sale on the LSE can therefore be bought by JPMS (under the Buy-back process) or any third party (outside the Buy-back process). The Buy-back Headroom is applicable only with respect to Shares that can be purchased by JPMS on the UK RIEs as part of the Buy-back. Please however note that such Buy-Back Headroom is not applicable with respect to purchase of Shares by any third party (other than if JPMS is purchasing under the Buy-back process) on the LSE, pursuant to an open market purchase.

d) Brokerage Fee

The Domestic Depository shall deduct the applicable brokerage fee for the services of the Broker, from the sale proceeds of the sale of the Offered Shares, before these are distributed to the holders who are entitled to them.

Please note that the applicable fee of USD 0.05 to be paid by the IDR Holders towards cancellation of IDRs attributable to Shares which are sold on the LSE is being waived and would not be required to be paid by the IDR Holders.

e) Release of Cash Proceeds

In accordance with the market rules in the United Kingdom, settlement for sale transactions will take place on the second Business Day after the sale has been executed. Any Shares purchased by JPMS as part of the Buy-back process shall be sold to the Company, which will cancel such Shares. Shares which are purchased by a third party in the open market (outside of the Buy-back process) shall not be cancelled.

STANDARD CHARTERED PLC
1 BASINGHAM AVENUE
LONDON EC1 5DD

March 13, 2020

The proceeds of the sales of Offered Shares will first be applied in meeting the broker expenses of procuring that sale, and the balance will be distributed to IDR Holders by the Domestic Depository, net of applicable taxes.

These sale proceeds will be received by the Domestic Depository in Pounds Sterling. The Domestic Depository will convert these proceeds into Indian Rupees, on the basis of the average Pounds Sterling/Indian Rupees rate of exchange as quoted on Bloomberg at around 11 a.m. (India time) on the second Business Day immediately following the sale of Shares on LSE. The Domestic Depository shall thereafter distribute the sale proceeds to the relevant IDR Holders, calculated at the average price of all Shares sold on the LSE in a particular week, in proportion to the IDRs surrendered under the Cash-out Option and for which the underlying Shares have been sold on the LSE.

The Registrar shall thereafter inform the concerned IDR Holder about (i) the number of IDRs for which underlying Shares were offered for sale on the LSE and purchased thereon, and the cancellation of such IDRs; (ii) IDRs attributable to those Shares which were not offered for sale (including pursuant to such IDRs representing fraction of Shares); (iii) IDRs attributable to those Shares which were offered for sale on the LSE but were not purchased, and in case of (ii) and (iii) shall, ensure release of such IDRs from the IDR Cash-out Account to the securities account of the relevant IDR Holder or the return of the IDR Certificate, as the case may be.

f) Fractional Shares

A request for surrender of IDRs and sale of Shares underlying such IDRs pursuant to opting the Cash-out Option in the Withdrawal Order may only be made in respect of a minimum of 10 IDRs or its multiples thereof. However, if Withdrawal Order for Cash-out Option is submitted with such number of IDRs which represents a fraction of a Share, the Registrar shall process the same in respect of such number of IDRs which would represent the nearest whole number of Shares and the balance IDRs shall be released to the relevant IDR Holder.

g) Cancellation of IDRs and Information Update by the Domestic Depository

Upon credit of the sale proceeds to the bank accounts of the relevant IDR Holders, the Domestic Depository shall issue instructions to the Registrar to cancel the IDRs corresponding to the Shares sold on the LSE (including pursuant to the Buy-back) under the Cash-out Option by amending the IDR Register and in case of IDR Certificates, destroying the relevant IDR Certificates. Simultaneously, the Domestic Depository shall also intimate the Security Depositories to make the necessary changes to the securities account of the IDR Holders. Once the changes are confirmed by the Security Depositories, the Domestic Depository shall forward such confirmation to the Registrar.

f) Indicative Timelines for Sale and Distribution of Proceeds

An indicative timetable in respect of the key events of vis'a'vis the Cash-out Option, for each fortnight cycle, is set out below:

STANDARD CHARTERED PLC 1 BASINGHAM AVENUE LONDON EC2V 5DD

March 13, 2020

Key Event	Indicative Timelines
Last date of the fortnightly cycle during which the Withdrawal Orders are submitted	T
Instructions by Domestic Depository to undertake sale of the underlying Shares	On or around T + 3/4 Business Days
Shares offered for sale on LSE	On or around T + 4/5 Business Days
Distribution of net proceeds	On or around T + 19/20 Business Days

Kindly note that the actual timelines involved in the Cash-out Option may vary from the indicative timelines mentioned herein above.

4. Refund

In case of (a) rejection of the Withdrawal Order for reasons specified in these Termination Operating Guidelines; or (b) if the IDR Holder has selected the Conversion Option, in case of invalidity or non-existence of UK CREST client account; or (c) if the IDR Holder has selected the Cash-out Option, with respect to the IDRs attributable to those Shares which were not offered for sale (including pursuant to such IDRs representing fraction of Shares) and IDRs attributable to those Shares which were offered for sale as part of the fortnightly cycle on the LSE but were not purchased by June 4, 2020, the Registrar shall, upon receiving instructions from the Domestic Depository, ensure release of the balance or all, as the case may be, IDRs to the securities account of the concerned IDR Holders or return the IDR Certificate, as the case may be.

5. Mandatory Sale of Shares underlying Sale IDRs on LSE

The Domestic Depository shall arrange for sale of the Shares underlying the Sale IDRs (i.e. outstanding IDRs post the completion of the Notice Period, including for which (a) no Withdrawal Order is submitted during the Notice Period, or (b) an invalid Withdrawal Order has been submitted during the Notice Period, or (c) a Withdrawal Order is submitted after May 29, 2020, to the extent of IDRs surrendered under the Cash-out Option, or (d) a Withdrawal Order is submitted opting for the Cash-out Option, but the Shares (all or part) underlying the IDRs could not be sold on the LSE - to the extent of IDRs representing such unsold Shares,) as soon as reasonably practicable, after the delisting, on the LSE, at the prevailing market price, and arrange for the net proceeds (post deduction of applicable taxes and brokerage expenses incurred by the Domestic Depository) of such sale to be distributed to the IDR Holders holding Sale IDRs (other than Encumbered IDRs), in proportion to the number of Sale IDRs held by each IDR Holder.

The distribution of the net proceeds should take place tentatively within fifteen (15) Business Days of the completion of sale of all the Shares underlying all the Sale IDRs. Such proceeds shall be distributed to the IDR Holders (as per the list provided by the Securities Depositories and the Registrar on the Sale Record Date by transfer of proportionate net proceeds to their respective bank account/ issuance of a demand draft, as per the details available with the Domestic Depository and/or the Registrar.

The net proceeds with respect to Shares underlying the Encumbered IDRs, shall be distributed upon release/enforcement of such encumbrance, as per the communication received by the Domestic Depository from the Registrar/ Security Depository.

STANDARD CHARTERED PLC
1 BASIN MALL AVENUE
LONDON EC2V 5DD

March 13, 2020

The IDR Holders are not required to issue any instructions for sale of Shares underlying Sale IDRs, or open and have a CREST Account in the United Kingdom, for receiving the cash proceeds of sale of Shares underlying the Sale IDRs. The Domestic Depository will issue appropriate instructions to the Overseas Custodian, for transfer of the Shares underlying the Sale IDRs from the IDR CREST Account with the Overseas Custodian to the CREST Account of the Broker, to third party buyers, on the LSE.

Please see the details below:

a) Delisting and Record Date

The trading in the IDRs on the Indian Stock Exchanges shall cease with effect from the date of receipt of approval for delisting from the Indian Stock Exchanges, based on the application for delisting submitted after the Notice Period. Accordingly, in accordance with provisions of the Deposit Agreement, no transfer of IDRs (demat or physical) from such date shall be registered.

On the third Business Day after the date of receipt of approval from the Indian Stock Exchanges for delisting of IDRs, shall be considered ‘record date’ for identification of IDR Holders of Sale IDRs.

The NSDL and CDSL shall freeze the ISINs of the Sale IDRs that are in dematerialised form, one (1) Business Day after such Sale Record Date.

b) Sale of Shares

After receipt of approval of the Indian Stock Exchanges for delisting of the IDRs, the Domestic Depository shall direct the Overseas Custodian, by tested telex, facsimile or SWIFT message (as applicable) to transfer all the Shares underlying the Sale IDRs from the IDR CREST Account held with the Overseas Custodian to the CREST Account of the Broker. The Overseas Custodian shall transfer the corresponding number of Shares to the CREST Account of the Broker for sale on the LSE in accordance with the applicable rules and procedures on the same day or next day as receipt of the instructions from the Domestic Depository to transfer the Shares underlying the Sale IDRs to the CREST Account of the Broker, and provide a copy of the evidence of such transfer to the Domestic Depository on the same date as the transfer. After the transfer of such Shares underlying the Sale IDRs by the Overseas Custodian to the CREST Account of the Broker, the Broker shall carry out the sale of such Shares on the LSE. The Broker shall offer the Shares which are not purchased on the LSE on a trading day for sale on the next trading day or on a continuous basis until all the Shares underlying the Sale IDRs are sold by the Broker.

In accordance with the market rules in the United Kingdom, settlement for sale transactions will take place on the second Business Day after the sale has been executed.

Where a Sale IDR represents a fraction of Share, the Domestic Depository shall aggregate such fractions and sell all the relevant underlying Shares on the LSE, and distribute the proportionate net proceeds.

March 13, 2020

c) Release of Cash

The proceeds of the sales of the Shares underlying the Sale IDRs will first be applied in meeting the broker expenses of procuring that sale, and the balance will be distributed to the IDR Holders by the Domestic Depository.

These sale proceeds will be received by the Domestic Depository in Pounds Sterling. As required by the IDR Terms, the Domestic Depository will convert these proceeds into Indian Rupees, on the basis of the Pounds Sterling/ Indian Rupees rate of exchange as on the date of conversion, as per the RBI closing date. The Domestic Depository shall thereafter distribute the sale proceeds to the relevant IDR Holders, calculated at the average price of all Shares sold on the LSE, in proportion to the Sale IDRs held by them.

The proportionate net proceeds shall be distributed by the Domestic Depository to the relevant IDR Holders (as per the list provided by the Securities Depositories and the Registrar on the Sale Record Date) by way of transfer to the respective bank accounts of the IDR Holders/issuance of a demand draft, details of which are available with the Domestic Depository and/or the Registrar, tentatively, within fifteen (15) Business Days from the date of sale of all Shares. In case the bank account details of an IDR Holder are not available with the Domestic Depository and/or the Registrar or if the Domestic Depository is not able to transfer the proceeds to such bank account of the IDR Holder of which it has the details, the Domestic Depository shall send a communication to such IDR Holders (where the communication details are available) requesting for details of their respective bank accounts to which net proceeds may be transferred or for which a demand draft may be issued.

The Registrar shall inform the concerned IDR Holder about the number of Sale IDRs for which underlying Shares were offered for sale on the LSE and purchased thereon, and the consequent cancellation of such Sale IDRs.

d) Brokerage Fee

The Domestic Depository shall deduct the applicable brokerage fee (tentatively 20 bps per Share) for the services of the broker, from the sale proceeds of the sale of the Shares underlying the Sale IDRs, before these are distributed to the respective IDR Holders.

Please note that the applicable fee of US$ 0.05 to be paid by the IDR Holders towards cancellation of Sale IDRs is being waived, and would not be required to be paid by the IDR Holders.

e) Information Submission

The Domestic Depository shall send a communication to the IDR Holders holding Sale IDRs, whose address /email address is available with the Domestic Depository/ Registrar, if the bank account details of such IDR Holder are not available with the Domestic Depository and/ or the Registrar or if the Domestic Depository is not able to transfer proceeds to the bank account of which it has details. The Domestic Depository shall, in such communication, attach an indicative form to be utilized by the respective IDR Holders to provide details of the bank account where proceeds from sale of Sale IDRs should be deposited (the "Information Letter").

STANDARD CHARTERED PLC
1 BASING FALL AVENUE
LONDON EC2V 5DD

March 13, 2020

Also, a copy of the Information Letter may be obtained in the following manner and from the following locations:

Physical copy (on request) between 10:00 a.m. and 5:00 p.m. on a Business Day:

Company – 1 Basinghall Avenue, London, EC2V 5DD, UK.
Domestic Depository – Standard Chartered Bank, 23/25 MG Road, 3rd Floor, Fort, Mumbai - 400 001.
Overseas Custodian – The Bank of New York Mellon, One Piccadilly Gardens, Manchester, M1 1RN, UK.
Registrar – KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Electronic copy:

An electronic copy of the Information Letter may also be downloaded from https://www.sc.com/en/investors/shareholder-information/indian-depository-receipts/idr-indian-depository-receipts/

IDR Holders shall submit duly filled, and signed Information Letters along with a cancelled cheque and other relevant enclosures in the following manner and at the following locations.

Hand delivery between 10:00 a.m. to 5:00 p.m. on Business Days (Monday to Friday):

At the centres designated by the Registrar as specified in Annexure A; or
At the office of the Registrar at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Registered post or courier:

At the office of the Registrar only at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

The Information Letter(s) submitted by IDR Holders must be accompanied by a copy of a validly executed and enforceable power of attorney from the IDR Holder to its broker or agent and a list of authorised signatories in the event Information Letter is submitted by a broker or an agent on behalf of an IDR Holder. The Information Letter(s) submitted by IDR Holders must be accompanied by a cancelled cheque of the relevant bank account. The Registrar/Domestic Depository may ask for relevant identity proof from such IDR Holder to ascertain the correct identity of such IDR Holder.

March 13, 2020

General Instructions for submission of Information Letters

Do:

(i) complete and sign the Information Letter;
(ii) ensure that the details of the bank account mentioned in the Information Letter are correct;
(iii) enclose a cancelled cheque of the relevant bank account;
(iv) where applicable, ensure that the Information Letter is submitted at the times and locations and by the modes described in these Termination Operating Guidelines; and
(v) ensure that the name(s) in the Information Letter are exactly the same as the name(s) in which the dematerialised account is held by the IDR Holder(s) in India.

Do not:

(i) submit the Information Letter at times or locations or by modes other than those described in these Termination Operating Guidelines; and
(ii) submit multiple Information Letters.

PLEASE NOTE THAT AN IDR HOLDER CAN SUBMIT A PLAIN PAPER APPLICATION TO THE DOMESTIC DEPOSITORY OR THE REGISTRAR TO SUBMIT/CHANGE THE DETAILS OF ITS BANK ACCOUNT FOR RECEIVING PROCEEDS OF THE SALE OF SHARES UNDERLYING SUCH IDR HOLDER'S SALE IDRS, PROVIDED SUCH PLAIN PAPER APPLICATION IS ACCOMPANIED BY A CANCELLED CHEQUE OF SUCH ACCOUNT (WHICH IS HELD IN THE NAME OF THE CONCERNED IDR HOLDER). IN SUCH CASE, THE REGISTRAR/DOMESTIC DEPOSITORY MAY ASK FOR RELEVANT IDENTITY PROOF FROM SUCH IDR HOLDER TO ASCERTAIN THE CORRECT IDENTITY OF SUCH IDR HOLDER.

f) Proceeds for Encumbered IDRs

g) Cancellation of IDRs and Information Update by the Domestic Depository

Upon sale of all Shares underlying the Sale IDRs, the Domestic Depository shall issue instructions to the Registrar to cancel the Sale IDRs in certified form. Simultaneously, the Domestic Depository shall also intimate the Security Depositories to make the necessary changes to the securities account of the relevant IDR Holders and extinguish the Sale IDRs held in demat form, except in the case of (i) Encumbered IDRs; and (ii) Sale IDRs subject to a Suspended Account. Once the changes are confirmed by the Security Depositories, the Domestic Depository shall forward such confirmation to the Registrar.

STANDARD CHARTERED PL.
1 BASIN WALL AVENUE
LONDON EC2V 5DD

March 13, 2020

h) Unclaimed Proceeds

If there are any unclaimed proceeds lying with the Domestic Depository, the Domestic Depository shall hold these in trust for twelve (12) years (from the date it has received such proceeds for distribution) to the relevant IDR Holder(s), upon provision of the relevant and correct bank account details by the concerned IDR Holder(s). After completion of a period of twelve (12) years, all rights of the IDR Holders to such distribution or the proceeds of the sale thereof shall be extinguished and the Domestic Depository shall (except for any distribution upon the liquidation of the Company, which remains unclaimed for such period as aforesaid, when the Domestic Depository shall retain the same) transfer an amount equal to that unclaimed distribution to the “Investor Protection and Education Fund” established pursuant to the Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009 (as amended/substituted from time to time).

The Domestic Depository shall issue instructions to the Registrar to cancel all the Sale IDRs. Simultaneously, the Domestic Depository shall also intimate the Security Depositories to make the necessary changes to the securities account of the IDR Holders. Once the changes are confirmed by the Security Depositories, the Domestic Depository shall forward such confirmation to the Registrar.

i) Announcement to Indian Stock Exchanges

Within six (6) to seven (7) Business Days of the date on which all Shares underlying the Sale IDRs are sold on the LSE, the Company shall make an announcement to the Indian Stock Exchanges about the number of Sale IDRs sold. A copy of this announcement shall be provided by the Company to the Registrar and the Domestic Depository.

STANDARD CHARTERED PLC
1 BASINA WALL AVENUE
LONDON EC2V 5DD

March 13, 2020

ANNEXURE A

S. No.	Collection Centre	Address of Collection Centres	Contact Person	Phone No.	Fax
1.	Mumbai	KFin Technologies Private Limited
24-B, Rajabahudur Mansion, Gr Floor
6 Ambalal Doshi Marg, Behind BSE
Ltd, Fort Mumbai-400001	Ms.Nutan Shirke	022-66235454
022-66235412/27	022-66331135	Hand Delivery	[email protected]
[email protected]
2.	New Delhi	KFin Technologies Private Limited
305, New Delhi House,
27, Barakhamba Road, Connaught Place
New Delhi - 110 001	Mr. John Mathew /
Vinod Singh Negi	11-43681700/1798	011-41036370	Hand Delivery	[email protected]
[email protected]
3.	Ahmedabad	KFin Technologies Private Limited
401 ABC1, Opp Pushya Hospital, Girish
Cold Drinks, St Xaviers College Road,
Ahmedabad - 380 009	Mr. Aditya Gupta/ Mr Mehul Barevadiya	Mob No. 9824327979	N A	Hand Delivery	[email protected]
[email protected]
4.	Chennai	KFin Technologies Private Limited
No.F11 First Floor, Akshya Plaza
New no.108, Adhithanar Salai,
Egmore,] Chennai 600 002	Mr. D Ramakrishna	044-28587781	NA	Hand Delivery	[email protected]
5.	Kolkata	KFin Technologies Private Limited
49, Jatin Das Road, Nr.Deshpriya Park,
Kolkata 700 029	Mr. Sujit Kundu/ Mr. Debnath	033-24644891	033-24644866	Hand Delivery	[email protected]
[email protected]
6.	Bengaluru	KFin Technologies Private Limited
No.59, Skanda, Putana Road,
Basavanagudi Bengaluru 560 004	Mr. S K Sharma/ Mr. Mahadev	080-26621192/26606125	080-26621169	Hand Delivery	[email protected]
7.	Hyderabad	KFin Technologies Private Limited
Selenium Tower B, Plot Nos. 31 & 32,
Financial District, Nanakramguda,
Serilingampally Mandal, Hyderabad - 500032	Mr. Bhakta Singh	040-79611000	040-23431551	Hand Delivery/
Registered Post or Courier	[email protected]

STANDARD CHARTERED PLC

1 BASIL SHALL AVENUE

LONDON EC2V 5DD

^{}[]

March 16, 2020

Dear Indian Depository Receipt Holder,

Re: Termination of the IDR Programme by Standard Chartered Plc

As you are aware, Standard Chartered PLC (the “Company”) issued 240,000,000 Indian Depository Receipts (the “IDRs”) with every 10 IDRs representing one ordinary share of US$ 0.50 nominal value (the “Shares”) of the Company, in June 2010 (the “IDR Program”).

The purpose of this communication is to inform you that in accordance with the Deposit Agreement dated May 8, 2010 entered into between the Company and Standard Chartered Bank, Mumbai (the “Domestic Depository”) and as amended from time to time (the “Deposit Agreement”), and the terms and conditions of the IDRs, as disclosed in the Prospectus issued by the Company on May 31, 2010 (the “IDR Terms”), the Company has now decided to terminate the IDR Programme, and consequently delist the outstanding IDRs from BSE Limited and The National Stock Exchange of India Limited (the “Indian Stock Exchanges”).

Separately, on February 28, 2020, the Company announced that it would commence a share buy-back from March 2, 2020, pursuant to which the Company would repurchase up to a maximum aggregate value of USD 500 million of its Shares (the “Buy-back”). In this respect, the Company has entered into an irrevocable, non-discretionary agreement with J.P. Morgan Securities plc (“JPMS”) to enable the purchase of Shares on UK recognized investment exchanges (the “UK RIEs”), including the London Stock Exchange (the “LSE”) and/or CBOE Europe Equities, by it, acting as principal, from March 2, 2020 and the on-sale of such Shares by JPMS to the Company. The Buy-back will continue (while regulatory approval remains in place) until the earlier of (i) May 14, 2020; or (ii) the date on which Shares worth the maximum consideration of USD 500 million have been purchased. The company is providing the option to the holders of outstanding IDRs (the “IDR Holders”) to participate in the Buy-back process, as a part of this Termination Process.

The Company has received a letter dated March 6, 2020 from the Securities and Exchange Board of India approving (subject to conditions stated therein) the Termination Process.

Termination Process – Key Steps

We have set out below key steps of the Termination Process, with respect to the IDR Program:

Termination Notice by the Company:

The Company has issued a termination notice of ninety (90) days’, on March 12, 2020 to the Domestic Depository and the Overseas Custodian, intimating them of its decision of terminating the Deposit Agreement and the IDR Programme, with such ninety (90) days’ period commencing from March 18, 2020. Accordingly, the notice period of ninety (90) days’ shall begin on March 18, 2020 and end on June 15, 2020 (the “Notice Period”). The Deposit Agreement shall stand terminated on June 15, 2020.

Options with the IDR Holders during the Notice Period:

As part of the submission of the form attached hereto (the “Withdrawal Order”), during the Notice Period, the IDR Holders may select either, or a combination of both, of the following options, in respect to some or all of their IDRs:

(i) Option 1: Withdrawal of IDRs and consequent delivery of Shares to the IDR Holders (the “Conversion Option”)

Under this option, the IDR Holders are entitled to receive the Shares underlying the IDRs

STANDARD CHARTERED PLC
1 BASINSKALL AVENUE
LONDON EC2V 5DD

submitted for redemption under this option. The IDR Holders will only be entitled to receive Shares under the withdrawal and delivery process to the extent permitted by all applicable laws.

(ii) Option 2: Surrender of IDRs for sale of underlying Shares on the LSE and receipt of cash proceeds (the "Cash-out Option")

Under this option, during the Notice Period, the IDR Holders are entitled to surrender some or all of their IDRs for cash proceeds (after deducting applicable taxes and brokerage fees) from the sale of underlying Shares on the LSE. The Shares corresponding to the IDRs surrendered under the Cash-out Option by the IDR Holders would be offered for sale on the LSE in the open market, and such Shares may be purchased by JPMS under the Buy-back process or any third party outside the Buy-back process. The proceeds (net of brokerage fee and applicable taxes) of sale of the Shares shall be distributed to the IDR Holders by the Domestic Depository.

As stated above, the Buy-back will continue (while regulatory approval remains in place) until earlier of (i) May 14, 2020; or (ii) the date on which Shares worth the maximum consideration of USD 500 million (the "Buy-back Headroom") have been purchased. The Shares purchased under the Buy-back will be cancelled by the Company.

The Buy-back Headroom is applicable only with respect to Shares that can be purchased JPMS on the UK RIEs as part of the Buy-back process. Please note that such Buy-Back Headroom is not applicable with respect to purchase of Shares by any third party (other than if JPMS is purchasing under the Buy-back process) on the LSE, pursuant to an open market purchase.

Since JPMS may purchase the Shares offered on the LSE only until the earlier of the date on which the Buy-back Headroom (i.e. USD 500 million) is reached or until May 14, 2020, the Shares offered on the LSE post such date shall not be purchased by JMPS under the Buy-back process, but can be purchased by any third party. Further, the IDRs surrendered under the Cash-out Option, vide, Withdrawal order submitted after June 12, 2020, shall be considered as 'Sale IDRs' (as defined below) and the Shares underlying such IDRs will be sold, on the LSE.

A fortnightly sale cycle will be followed under this option. The distribution of the net proceeds (i.e. post deduction of brokerage expenses incurred by the Domestic Depository and applicable taxes) for a sale undertaken in a week would likely take place within fifteen (15) Business Days from the end of such week. The IDR Holders do not require a CREST account for this option.

If at the end of the Notice Period, an IDR Holder does not submit a Withdrawal Order or does not select any of the options set out above or a combination thereof, in such case, the outstanding IDRs of such IDR Holder would be treated as 'Sale IDRs' (as defined below), and would be mandatorily sold on the LSE, alongside the Shares underlying any other outstanding IDRs after completion of the Notice Period in terms of sub-paragraph (5) below.

STANDARD CHARTERED PLC 1 BASINGH LAVENUE LONDON EC2V 5DD

Delisting of the IDRs:

Record Date and Freezing of ISINs:

The third Business Day after the date of receipt of approval from the Indian Stock Exchanges for delisting of IDRs, shall be considered ‘record date’ (the “Sale Record Date”) for identification of IDR Holders of the outstanding IDRs, including the IDRs for which (a) no Withdrawal Order is submitted during the Notice Period; or (b) an invalid Withdrawal Order has been submitted during the Notice Period; or (c) Withdrawal Order is submitted after May 29, 2020, to the extent of IDRs surrendered under the Cash-out option; or (d) a Withdrawal Order is submitted selecting the Cash-out Option, but the Shares (all or part) underlying such IDRs could not be sold on the LSE, prior to the end of the Notice Period—to extent of the IDRs representing such unsold Shares (all such outstanding IDRs referred to as the “Sale IDRs”).

The National Securities Depositories Limited (“NSDL”) and the Central Depository Services (India) Limited (“CDSL”), and together with NSDL, referred to as “Securities Depository(ies)” shall freeze the ISINs of the Sale IDRs which are in dematerialised form, one (1) Business Day after the Sale Record Date.

Mandatory sale of the Sale IDRs:

The Domestic Depository shall arrange for (i) sale of the Shares underlying the Sale IDRs as soon as reasonably practicable, after the delisting, on the London Stock Exchange, at the prevailing market price, and (ii) the net proceeds (post deduction of brokerage expenses incurred by the Domestic Depository and applicable taxes) of such sale to be distributed to the IDR Holders in proportion to the number of Sale IDRs held by each IDR Holder.

The distribution of the net proceeds would likely take place within fifteen (15) Business Days of the completion of sale of all the Shares underlying all Sale IDRs.

With respect to the Sale IDRs which are subject to any encumbrance/ pledge as per records of the Security Depository(ies) (the “Encumbered IDRs”), the proportionate net proceeds (without any interest) shall be distributed after the release/ enforcement of the encumbrance over such Encumbered IDRs.

Extinguishment and cancellation of Sale IDRs:

Upon sale of all Shares underlying the Sale IDRs, the Domestic Depository shall issue instructions to the Registrar to cancel the Sale IDRs in certified form. Simultaneously, the Domestic Depository shall also intimate the Security Depositories to make necessary changes to the securities account of the relevant IDR Holders and extinguish the Sale IDRs held in demat form, except in the case of (i) Encumbered IDRs; and (ii) subject to suspension of the relevant demat account of the relevant IDR Holder (the “Suspended Account”). Once the changes are confirmed by the Security Depositories, the Domestic Depository shall forward such confirmation to the Registrar.

All Sale IDRs, which are Encumbered IDRs, shall stand extinguished/ cancelled immediately upon release/ enforcement of such encumbrance, and the net proceeds (without any interest, whatsoever) shall be distributed accordingly upon such release/ enforcement, as per the communication received by the Domestic Depository from the Registrar/ Security Depository. All Sale IDRs subject to a Suspended Account shall be extinguished / cancelled immediately upon such demat account ceasing to be suspended.

STANDARD CHARTERED PLC 1 BASING HALL AVENUE LONDON EC2V 5DD

If there are any unclaimed proceeds lying with the Domestic Depository from the sale of Shares underlying the Sale IDRs, the Domestic Depository shall hold these in trust for twelve (12) years (from the date it has received such proceeds for distribution) to the relevant IDR Holder(s). After completion of a period of twelve (12) years, the Domestic Depository shall transfer an amount equal to that unclaimed distribution to the “Investor Protection and Education Fund” established pursuant to the Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009 (as amended/substituted from time to time).

Exercise of Conversion Option, Cash-out Option or both:

We have explained below the process by which you can exercise the Conversion Option, the Cash-out Option or a combination of both options (as the case may be):

You are entitled to withdraw/surrender your IDRs to exercise the Conversion Option, the Cash-out Option or combination of both options (as the case may be), within the Notice Period (i.e. from March 18, 2020 to June 15, 2020).
If you wish to do so, you must submit your request, in the form of the enclosed Withdrawal Order, during the Notice Period. Please note that such instructions will be irrevocable.

Please ensure that your instructions are delivered no later than 5.00 p.m. (Mumbai time) on June 15, 2020. Any instructions received after that point will not be processed.

PLEASE NOTE THAT YOU NEED NOT PAY ANY STAMP DUTY ON THE WITHDRAWAL ORDER SUBMITTED BY YOU, IRRESPECTIVE OF THE OPTION SELECTED.
Please note that the Domestic Depository has decided to waive the fee payable by you, vis’a’vis cancellation of IDRs.
A request for any of the option under the Withdrawal Order may only be made in respect of minimum 10 IDRs or multiples thereof.
Do not submit same set of IDRs under both the Conversion Option and the Cash-out Option – In such case, the Withdrawal Order may be rejected.
For exercising the Conversion Option, fill in Part A of the Withdrawal Order.
For exercising the Cash-out Option, fill in Part B of the Withdrawal Order.
For exercising both the Conversion Option and the Cash-out Option, fill in Part A and Part B, respectively, of the Withdrawal Order, provided the IDRs submitted under each of the options should be different.
If you hold IDRs in demat form, please attach the demat slip as received from your depository participant confirming transfer of IDRs from account to the SCPLC Termination Account.
You also need to attach a copy of PAN Card along with the Withdrawal Order.

The IDR Holders must ensure that the IDRs held by them are free of any encumbrance, prior to submitting a Withdrawal Order. Even if you are not submitting a Withdrawal Order, for the purpose of distribution of the net cash proceeds after sale of the Shares underlying the Sale IDRs, you must ensure that encumbrance, if any, over the IDRs held by you is released during the Notice Period.

The Company has advertised the implementation of the Termination Process for the IDR Holders, in all editions of Financial Express and Business Standard, English national daily newspapers; and all editions of Jansatta and Business Standard, Hindi national daily newspapers, on March 16, 2020.

In order to efficiently implement the Termination Process, the Deposit Agreement was amended pursuant to

STANDARD CHARTERED PLC 1 BASINGWALL AVENUE LONDON EC2V 5DD

the amendment agreement dated March 12, 2020 between the Company and the Domestic Depository (the "Amendment Agreement"). A copy of the Amendment Agreement is available, on request, at the office of the Domestic Depository at Standard Chartered Bank, Securities Services, 23-25 MG Road, 3rd Floor, Fort, Mumbai 400 001.

To facilitate the Termination Process, the Company has submitted the termination operating guidelines to the Indian Stock Exchanges (the "Termination Operating Guidelines") on March 13, 2020. The Termination Operating Guidelines are also available on the Company's website at https://www.sc.com/en/investors/shareholder-information/indian-depository-receipts/idr-indian-depository-receipts/ and a copy may be obtained on request from the office of the Company at 1 Basinghall Avenue, London, EC2V 5DD, UK, the Domestic Depository at Standard Chartered Bank, 23/25 MG Road, 3rd Floor, Fort, Mumbai – 400 001, the Overseas Custodian at The Bank of New York Mellon, One Piccadilly Gardens, Manchester, M1 1RN, UK, and the Registrar at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

The Company has also addressed some likely questions concerning the termination of the IDR Programme and these are available at https://www.sc.com/en/investors/shareholder-information/indian-depository-receipts/idr-indian-depository-receipts/ (the "FAQs"). The IDR Holders are advised to read the FAQs along with the Termination Operating Guidelines, and copies of these are hereby enclosed with this letter.

To address the queries of the IDR Holders, the Domestic Depository and the Registrar have set up dedicated telephone helplines, during the working hours (i.e. 9:00 am to 6:00 pm) on all working days, until completion of the Termination Process and six (6) months thereafter. The details of the dedicated telephonic lines are:

Domestic Depository: +91 (0)22 -6115-7854/ +91 (0)22 -6115-7758.
Registrar: 1800 3454 001

The aforesaid details of the help are also available on the Company's website at https://www.sc.com/en/investors/shareholder-information/indian-depository-receipts/idr-indian-depository-receipts/.

Yours sincerely,

Vikas Tandon
Standard Chartered Bank, India

Encl:
1. Format of Withdrawal Order
2. Termination Operating Guidelines
3. FAQs

STANDARD CHARTERED PLC 1 BASINGHALL AVENUE 2017-03-27 17:29:29 00/02

WITHDRAWAL ORDER

with respect to Indian Depository Receipts issued by

STANDARD CHARTERED BANK, MUMBAI

in respect of ordinary shares of nominal value of US$0.50 each in the capital of

STANDARD CHARTERED PLC

Pursuant to the Deposit Agreement executed by Standard Chartered PLC (the “Company”) and Standard Chartered Bank, Mumbai dated May 8, 2010, as amended from time to time (the “Deposit Agreement”) and your letter of March 16, 2020 in respect of the termination of the IDR Programme, I deliver this Withdrawal Order and request that you take the actions specified in this Withdrawal Order with respect to the IDRs described herein. Capitalised terms used in this Withdrawal Order, but not defined herein, shall have the meanings given to them in the Deposit Agreement and/or the termination operating guidelines (the “Termination Operating Guidelines”).

Name of IDR Holder:
Address of IDR Holder:
Beneficiary Account Number:
(if applicable)
DPID:
Client ID:

I/We have enclosed hereto a copy of my/our PAN card.

Part A – Conversion Option (Redemption of IDRs into Shares)

Distinctive No:
IDR Certificate Number:
(if applicable)
Evidence of transfer/Delivery Instruction Form enclosed:
(e.g. Original IDR Certificate or NSDL/CDSL/DP Statement)
Number of IDRs to be redeemed into Shares:

IDRs to be delivered to account:
Account: SCB IDR CONV A/C
DP Name: Standard Chartered Bank
DP ID: IN300360
Client ID: 11067081 | ...

(Note: Must be in multiples of 10 IDRs) |
| Delivery Instructions for Deposited Property including a valid and active UK CREST client and account number where | UK CREST CLIENT NAME:
... |

STANDARD CHARTERED PLC
1 BASINGHALL AVENUE
LONDON WC2V 5DD

any ordinary shares of Standard Chartered PLC are to be delivered:
UK CREST PARTICIPANT ID:

Part B – Cash-out Option (Surrender of IDRs for cash proceeds)

Distinctive No:
IDR Certificate Number:
(if applicable)
Evidence of transfer/Delivery Instruction Form enclosed:
(e.g. Original IDR Certificate or NSDL/CDSL/DP Statement)
Number of IDRs for which underlying Shares are requested to be sold on the London Stock Exchange:

IDRs to be delivered to account:
Account: SCB IDR CASHOUT
DP Name: Standard Chartered Bank
DP ID: IN300360
Client ID: 11067024 | (Note: Must be in multiples of 10 IDRs) |
| Details of the account (held with a bank in India and eligible to receive the proceeds of sale of Shares) for receiving the proceeds by way of wire transfer (after deduction of applicable brokerage fees of the broker tendering the Shares for sale on the LSE and applicable taxes): | NAME ON THE BANK ACCOUNT:

ACCOUNT NUMBER:

BANK NAME:

IFSC CODE OF THE BANK:

MICR CODE |

STANDARD CHARTERED PLC
BASINGHULL AVENUE
INDON EC2V 5DD

*I/We acknowledge and agree that the delivery of any Deposited Property will be at my/our risk and expense and none of the Overseas Custodian, the Domestic Depository, the Registrar or the Company will have any liability to me/us in respect of the delivery of such Deposited Property.

I/We further acknowledge and agree that the IDRs submitted under Conversion Option and/or Cash-out Option (as the case may be) pursuant to this Withdrawal Order are free and clear of, and not subject to, any pledge/encumbrance.
I/We further acknowledge and agree that the IDRs submitted under the Cash-out Option, vis-à-vis the Withdrawal Orders submitted after May 29, 2020, shall be considered ‘Sale IDRs’ and treated accordingly.

SIGNATURE OF IDR HOLDER (if an individual)

Witnessed by:

Name:

EXECUTION BY IDR HOLDER (if a company)

Director

Director/Secretary

Date

Encl:
(i) DP Slip (for IDRs held in demat)
(ii) PAN of the IDR Holder
(iii) IDR Certificates (for IDRs held in certified form)
(iv) Power of attorney (if applicable).

STANDARD CHARTERED PLC
1 BASIN CHALL AVENUE
LONDON EC2V 5DD

Kindly read the instructions mentioned in the Termination Operating Guidelines carefully before submitting this Withdrawal Order. The IDR Holders may submit duly filled, and signed Withdrawal Orders along with the relevant enclosures (as mentioned in the Termination Operating Guidelines) in the following manner and at the following locations:

Hand delivery between 10:00 a.m. to 5:00 p.m. on Business Days (Monday to Friday):

At the centres designated by the Registrar as specified in Annexure A; or
At the office of the Registrar at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Registered post or courier:

At the office of the Registrar only at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Withdrawal Orders must be received by no later than 5.00 p.m. (Mumbai time) on June 15, 2020. Any instructions received after that point will not be processed.

Withdrawal Orders submitted at times or locations or by modes other than those specified herein above shall be liable to be rejected.

IDR Holders shall not be permitted to amend, revise, cancel or withdraw their withdrawal request or change the selected option(s) after submission of the Withdrawal Order.

IDR Holders are not required to pay any stamp duty on the Withdrawal Order submitted by them, irrespective of the option selected.

In case of Conversion Option: IDR Holders are advised to ensure that the request for redemption in the Withdrawal Order does not exceed any investment limits or maximum number of Shares that can be held by them under applicable law or regulation. IDR Holders shall note that where the UK CREST details are found to be incorrect or incomplete or invalid, the Withdrawal Order is liable to be rejected.

In case of Cash-out Option: IDR Holders shall note that the delivery of the Withdrawal Order does not guarantee the sale of the Shares underlying the IDRs in relation to which the instructions are given.

In case of exercise of both the Conversion Option and the Cash-out Option: The IDRs submitted under each of the options should be different, else the Withdrawal Order may be rejected.

IDR Holders may only submit Withdrawal Orders in circumstances where the submission of such Withdrawal Order and the redemption of the relevant IDRs into Shares/ sale of Shares underlying IDRs and distribution of net cash proceeds does not give rise to any requirement on the part of the Company, the Domestic Depository, the Overseas Custodian or the Registrar in any jurisdiction to comply with any filing or other requirement or to pay any fees or expenses. Any Withdrawal Order in respect of which the foregoing applies will be rejected. By submitting a Withdrawal Order, the relevant IDR Holder is deemed to have represented and warranted that there is no such requirement in relation to the IDRs he is seeking to redeem into Shares and/or IDRs submitted and the Cash-out Option (as the case may be). US Persons (within the meaning of Regulation S under the US Securities Act of 1933, as amended) are not eligible to submit Withdrawal Orders and any person submitting a Withdrawal Order is deemed to have represented and warranted that he is not a US Person.

STANDARD CHARTERED PLC
1 BASING HALL AVENUE
LONDON EC2V 5DD

^{}[]

IDR PROGRAMME TERMINATION PROCESS - FREQUENTLY ASKED QUESTIONS

What does this Termination Process entail?

The Company issued a termination notice of ninety (90) days’, on March 12, 2020 to the Domestic Depository and The Bank of New York, the current overseas custodian (the “Overseas Custodian”), intimating them of its decision of terminating the Deposit Agreement and the IDR Programme, with such ninety (90) days’ period commencing from March 18, 2020. Accordingly, the notice period shall begin on March 18, 2020 and end on June 15, 2020 (the “Notice Period”).
A letter intimating about the Termination Process and the opportunity to redeem IDRs into Shares as a part of such process (the “Letter”) will be dispatched to all IDR Holders appearing in the register of ‘IDR Holders’ maintained pursuant to the Deposit Agreement (the “Register”) as on March 6, 2020, by registered a/d post at their Indian address only, along with an email to those IDR Holders who had registered their email address with the Registrar for receiving Company related communications via email.
On February 28, 2020, the Company announced that it would commence a share buy-back starting from March 2, 2020, pursuant to which the Company would repurchase up to a maximum aggregate value of USD 500 million of its Shares (the “Buy-back”). In this respect, the Company has entered into irrevocable, non-discretionary agreement with J.P. Morgan Securities plc (“JPMS”) to enable the purchase of Shares on UK recognized investment exchanges (the “UK RIEs”), including the London Stock Exchange (the “LSE”) and/or CBOE Europe Equities, by it, acting as principal. The Buy-back is being conducted pursuant to the shareholder approval granted at the Company’s Annual General Meeting held on May 8, 2019. The Buy-back will continue (while regulatory approval remains in place) until the earlier of (i) May 14, 2020; or (ii) the date on which Shares worth the maximum consideration of USD 500 million have been purchased. The Shares purchased under the Buy-back will be cancelled by the Company.
On account of such Buy-back process being launched, the Company is, as a part of the Termination Process, also extending to the holders of IDRs (the “IDR Holders”), an option to surrender, during the aforesaid Notice Period, some or all of the IDRs held by them and request for the sale of the Shares underlying such IDRs on the LSE, respectively. The other option extended to the IDR Holders, during the Notice Period, is to receive the Shares underlying the IDRs. If at the end of the Notice Period, an IDR Holder does not select any of the options set out above or a combination thereof or does not issue a Withdrawal Order (as defined below), in such case, the outstanding IDRs of such IDR Holder would be mandatorily sold on the LSE and the net cash proceeds would be distributed to such IDR Holder, in terms hereof.
The Domestic Depository shall, in its Letter to the IDR Holders about the Termination Process, attach a form to be utilized by the IDR Holders for exercising the Conversion Option (as defined below), the Cash-out Option (as defined below) or a combination of both (the “Withdrawal Order”). However, this would not restrict an IDR Holder to obtain or download the Withdrawal Order from the locations specified below.
Immediately upon completion of the Notice Period, the Company shall apply to BSE and NSE for delisting of the outstanding IDRs such that the IDRs will cease to be listed, upon receipt of such approval, and post such delisting, no trading in the IDRs can be undertaken.
The Domestic Depository shall arrange for mandatory sale of the Shares underlying the outstanding IDRs, including IDRs for which (a) no Withdrawal Order is submitted during the Notice Period; or (b) an invalid Withdrawal Order has been submitted during the Notice Period; or (c) a Withdrawal Order is submitted after May 29, 2020, to the extent of IDRs surrendered under the Cash-out Option; or (d) a Withdrawal Order is submitted selecting the Cash-out Option, but the Shares (all or part) underlying such IDRs could

STANDARD CHARTERED PLC
BASIS SMALL AVENUE
1

not be sold on the LSE (prior to the end of the Notice Period)- to the extent of the IDRs representing such unsold Shares,(such outstanding IDRs referred hereinafter as the "Sale IDRs"), at the prevailing market price, on the LSE and arrange for the net proceeds of such sale to be distributed to the IDR Holders in proportion to the number of Sale IDRs held by each IDR Holder as on the Sale Record Date (as defined below), post deduction of brokerage expenses incurred by the Domestic Depository and applicable taxes.

The distribution of the net proceeds would likely take place within fifteen (15) Business Days of the completion of sale of all the Shares underlying all Sale IDRs. With respect to the Sale IDRs which are subject to any encumbrance/ pledge (the "Encumbered IDRs"), as per records of the NSDL and/or CDSL, (the "Security Depository(ies)") the proportionate net proceeds (without any interest) shall be distributed after the release/ enforcement of the encumbrance over such Encumbered IDRs.

What are the options available with the IDR Holders during the Notice Period?

As part of the submission of the Withdrawal Order, during the Notice Period, under this Termination Process, an IDR Holder may select any of the following options, in respect to some or all of their IDRs:

(a) Withdrawal of IDRs and consequent delivery of Shares to the IDR Holders (the "Conversion Option")

(b) Surrender of IDRs for sale of underlying Shares on the LSE and receipt of cash proceeds (the "Cash-out Option")

(c) a combination of the Conversion Option and the Cash-out Option, provided in such case, each of the option is selected for a separate set of IDRs, i.e. the IDRs offered under both options have to be different and cannot be same.

If at the end of the Notice Period, an IDR Holder does not select any of the options above or does not issue a Withdrawal Order, in such case, the outstanding IDRs of such IDR Holder would be mandatorily sold on the LSE and the net cash proceeds would be distributed to such IDR Holder.

What does the Conversion Option entail?

Under this option, the IDR Holders are entitled to receive the Shares underlying some or all of their IDRs, by submitting a Withdrawal Order.
In order to request for the redemption of the IDRs into Shares, the IDR Holders are required to have unencumbered title over the relevant IDRs and to open and have a valid and active CREST Account in the United Kingdom. The IDR Holders will be required to approach their respective stockbrokers for assistance in opening the CREST Account in the United Kingdom.
Any Shares that are the subject of valid requests received from the IDR Holders pursuant to the submission of a Withdrawal Order, will be credited to the UK CREST client account details provided in the Withdrawal Order within a period of fifteen (15) Business Days from the date of receipt of such request.

Are the Indian IDR Holders restricted from holding Shares post conversion of the IDRs for any particular period?

In terms of the circular dated July 22, 2009 notified by the Reserve Bank of India, listed Indian companies and Indian mutual funds registered with SEBI may either sell or continue to hold Shares (upon redemption

STANDARD CHARTERED PLC
1 BASINGHAL LAVENUE
LONDON EC2V 5DD

of IDRs) subject to the terms and conditions of Regulation 6B and 7 of the Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004, as amended.

However, please note that in terms of the approval received by the Company from the Reserve Bank of India, on December 11, 2019, other persons resident in India (i.e. resident persons other than listed Indian companies and Indian mutual funds), including resident individuals, are allowed to continue to hold the Shares (pursuant to redemption of IDRs under the Termination Process) for any period (and not limited to only thirty (30) days). Provided, upon sale of such Shares, the proceeds of the sale have to be repatriated to India immediately on receipt thereof, and in any case no later than sixty (60) days from the date of sale of the Shares.

What does the Cash-out Option entail?

Under this option, during the Notice Period, the IDR Holders are entitled to surrender some or all of their IDRs for cash proceeds from the sale of underlying Shares on the LSE.
The Shares corresponding to the IDRs surrendered by the IDR Holders would be offered for sale on the LSE in the open market, and such Shares may be purchased by JPMS under the Buy-back process or any third party outside the Buy-back process. The proceeds of sale of the Shares shall be distributed to the IDR Holders by the Domestic Depository.
The distribution of the net proceeds for a sale undertaken in a week would likely take place within fifteen (15) Business Days from the end of such week.
Further, the IDRs surrendered under the Cash-out Option vide Withdrawal Orders submitted after May 29, 2020, shall be considered as ‘Sale IDRs’ and the Shares underlying such IDRs will be sold on the LSE alongside the Shares underlying any other outstanding IDRs after completion of the Notice Period.

What is Buy-back Headroom and how is Buy-back linked to the Cash-out Option?

The Company has entered into irrevocable, non-discretionary agreement with JPMS to enable the purchase of Shares (including, but not limited to the Shares underlying the outstanding IDRs) on the UK RIEs through JPMS, under the Buy-back process, for an aggregate purchase price of up to USD 500 million (the “Buy-back Headroom”) and the on sale of such Shares by JPMS to the Company. The Buy-back Headroom is not limited to the Shares underlying the IDRs and extends to all outstanding Shares of the Company.
The Shares (underlying the IDRs surrendered as part of the Cash-out Option) offered for sale on the LSE can be therefore bought by JPMS (under the Buy-back process) or any third party (outside the Buy-back process). The Buy-back Headroom is applicable only with respect to Shares that can be purchased by JPMS on the UK RIEs as part of the Buy-back process. Please note that such Buy-Back Headroom is not applicable with respect to purchase of Shares by any third party (other than if JPMS is purchasing under the Buy-back process) on the LSE, pursuant to an open market purchase.
Since JPMS may purchase the Shares offered on the LSE only until the earlier of the date on which the Buy-back Headroom (i.e. USD 500 million) is reached or until May 14, 2020, the Shares offered on the LSE post such date shall not be purchased by JPMS under the Buy-back process, but can be purchased by any other party.

Where will the underlying Shares as regards the IDRs under the Cash-out option be sold and what is the process involved?

STANDARD CHARTERED PLC 1 BASKINGHALL AVENUE LONDON EC2V 5ED

The sale cycle would be on a fortnightly basis. The Domestic Depository shall direct the Overseas Custodian, by tested telex, facsimile or SWIFT message (as applicable) to transfer the Shares underlying the IDRs for which valid Withdrawal Orders are received and verified in the previous two (2) weeks, from the IDR CREST Account held with the Overseas Custodian to the CREST Account of the broker, namely, Equiniti Financial Services Limited, (the “Broker”) engaged by the Domestic Depository for carrying out the sale of the underlying Shares on the LSE.
The Overseas Custodian shall transfer the corresponding number of Shares to the CREST Account of the Broker for sale on the LSE (the “Offered Shares”) in accordance with the applicable rules and procedures on the same day or next day as receipt of the instructions from the Domestic Depository to transfer the Offered Shares to the CREST Account of the Broker and provide a copy of the evidence of such transfer to the Domestic Depository on the same date as the transfer of the Shares. After the transfer of the Offered Shares by the Overseas Custodian to the CREST Account of the Broker, the Broker shall offer the Offered Shares for sale on the LSE on the second/third Business Day thereafter (each such date referred to as an “IDR Offer Date”). The last IDR Offer Date shall tentatively be June 4, 2020.
The Shares offered for sale on the LSE can be bought by JPMS (as part of Buy-back process) or any third party (outside the Buy-back process).
Please note the IDRs surrendered under the Cash-out Option vide Withdrawal Orders submitted after May 29, 2020, shall be considered as ‘Sale IDRs’ and the Shares underlying such IDRs will be sold on the LSE after completion of the Notice Period.

Would IDR Holders be subject to any fee for the sale of the Shares underlying the IDRs under the Cash-out Option?
■ The Domestic Depository shall deduct the applicable brokerage fee for the services of the Broker, from the sale proceeds of the sale of the Offered Shares, before these are distributed to the holders who are entitled to them.
■ Please note that the applicable fee of USD 0.05 to be paid by the IDR Holders towards cancellation of IDRs attributable to Shares which are sold on the LSE is being waived, and would not be required to be paid by the IDR Holders.
When can IDR Holders submit the Withdrawal Order, offering their IDRs for redemption into Shares and/or surrender the IDRs for cash proceeds?
---
■ A Withdrawal Order has to be submitted within the Notice Period (i.e. from March 18, 2020 to June 15, 2020)
■ Note that it is not mandatory for a IDR Holder to submit a Withdrawal Order – in such case, after the Notice Period, there would be a mandatory sale of the Shares underlying the IDRs held by such IDR Holder, on the LSE, and the proceeds (net of applicable tax and brokerage fee) will be distributed in cash to the IDR Holder.
What is the consequence of not submitting Withdrawal Order in the Notice Period?
---
■ The Domestic Depository shall arrange for the sale of all the Shares underlying the Sale IDRs (i.e. IDRs for which (a) no Withdrawal Order is submitted during the Notice Period, or (b) an invalid Withdrawal Order has been submitted during the Notice Period, or (c) a Withdrawal Order is submitted after May 29, 2020, to the extent of IDRs surrendered under the Cash-out Option, or (d) a Withdrawal Order is submitted selecting the Cash-out Option, but the Shares (all or part) underlying such IDRs could not be sold on the

STANDARD CARRIERED PLC 1 BASING HALL AVENUE LONDON W.C.2V 5DD

LSE (prior to be the end of the Notice Period)- to the extent of the IDRs representing such unsold Shares, at the prevailing market price on the LSE and arrange for the net proceeds of such sale to be distributed to the IDR Holders.

The Company or the Domestic Depository shall not require any instruction from the IDR Holders for such sale of the Shares underlying the Sale IDRs on the LSE.

What is the treatment of the IDRs, which are not withdrawn/surrendered by the IDR Holders under either of the Conversion Option or the Cash-out Option or both, under the Termination Process?
The Domestic Depository shall arrange for sale of the Shares underlying the Sale IDRs on the LSE.
Will IDR Holders get Shares or cash pursuant to the termination of the IDR Programme?
---
■ With respect to the IDRs for which the IDR Holder exercises the Conversion Option by submitting a valid Withdrawal Order, the IDR Holder will be entitled to receive Shares underlying such IDRs in his valid and active UK CREST Account.
■ With respect to the IDRs for which the IDR Holder exercises the Cash-out Option by submitting a valid Withdrawal Order, the IDR Holder will be entitled to receive net cash proceeds vis-à-vis the sale (if any) of the Shares underlying such IDRs, on the LSE.
■ However, the Shares underlying the Sale IDRs (as defined above) shall arranged to be sold at the prevailing market price on the LSE, after delisting, and the Domestic Depository shall arrange for the net proceeds of such sale (post deduction of brokerage expenses incurred by the Domestic Depository and applicable taxes) to be distributed to the IDR Holders on proportional basis. The net proceeds with respect to Shares underlying the Encumbered IDRs, shall be distributed upon release/ enforcement of such encumbrance, as per the communication received by the Domestic Depository from Registrar/ Security Depository.
Is there any minimum/maximum threshold on the number of IDRs that can be offered for the Conversion Option and Cash-out Option?
---
■ In case of each of the Conversion Option or Cash-out Option the IDRs to be submitted should be in the lot of 10 and multiples thereof
■ There is no cap on the number of IDRs that may be offered for any of the options.
Who can offer IDRs for the Conversion Option?
---
■ Subject to the requirement to have unencumbered title over the IDRs and to open and have a valid and active CREST account in the United Kingdom (described below), any IDR Holder may submit a Withdrawal Order for redemption of IDRs into Shares.
■ Such IDR Holders should be legal and beneficial owner of, and have good and valid title to the IDRs and hold the IDRs free and clear of all pledges, liens, charges, encumbrances, equities, security interests, third party rights or such other similar claims.
■ The IDR Holder submitting such instructions may hold IDRs in dematerialised form or in physical/certificated form.

STANDARD CHARTERED PLC 1 BASIN SHALL AVENUE LONDON WC2V 5DD

STANDARD CHARTERED PLC
1 BASINGHALL AVENUE
LONDON EC2V 5DD

Who can offer IDRs for the Cash-out Option?

Subject to the requirement to have unencumbered title over the IDRs, any IDR Holder may submit a Withdrawal Order, selecting the Cash-out Option for such IDRs.
Such IDR Holders should be legal and beneficial owner of, and have good and valid title to the IDRs and hold the IDRs free and clear of all pledges, liens, charges, encumbrances, equities, security interests, third party rights or such other similar claims.
The IDR Holder submitting such instructions may hold IDRs in dematerialised form or in physical/certificated form.

Whether same set of IDRs can be submitted under the Conversion Option and the Cash-out Option?

No – If an IDR Holder is selecting both the options, he should ensure that same set of IDRs are NOT submitted under both the options. In case the same set of IDRs are submitted, the Withdrawal Order may be rejected.

Where will the format of the Withdrawal Order be available?

The Domestic Depository shall enclose a copy of the Withdrawal Order, pursuant to which IDR Holders shall provide the selected option and relevant details, with the Letter to be sent to all IDR Holders appearing in the Register as on March 6, 2020. Also, a copy of the Withdrawal Order may be obtained in the following manner and from the following locations:

Physical copy (on request) between 10:00 a.m. and 5:00 p.m. on a Business Day:

Company – 1 Basinghall Avenue, London, EC2V 5DD, UK
Domestic Depository – Standard Chartered Bank, 23/25 MG Road, 3rd Floor, Fort, Mumbai – 400 001
Overseas Custodian – The Bank of New York Mellon, One Piccadilly Gardens, Manchester, M1 1RN, UK
Registrar – KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032
Electronic copy:

An electronic copy of the Withdrawal Order may also be downloaded from https://www.sc.com/en/investors/shareholder-information/indian-depository-receipts/idr-indian-depository-receipts/

Where should IDR Holders submit the Withdrawal Orders?

IDR Holders may submit duly filled, and signed and Withdrawal Orders along with the relevant enclosures in the following manner and at the following locations:

Withdrawal Orders must be received by no later than 5:00 p.m. (Mumbai time) on June 15, 2020. Any instructions received after that point will not be processed.

By hand delivery between 10:00 a.m. to 5:00 p.m. on a Business Day (Monday to Friday):

At the centres designated by the Registrar as specified in Annexure A; or
At the office of the Registrar at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Registered Post or courier:

At the office of the R&T Agent only at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Withdrawal Orders submitted at times or locations or by modes other than those specified herein above shall be liable to be rejected.

IDR Holders shall not be permitted to amend, revise or cancel any request or change the selected option(s) after submission of the Withdrawal Order.

Is there a deadline for the submission of the Withdrawal Orders?

Withdrawal Orders must be received by no later than 5:00 p.m. (Mumbai time) on June 15, 2020. Any instructions received after that point will not be processed.

Does an IDR Holder need to have a dematerialised account overseas?

Conversion Option: Yes, in order to request the redemption of the IDRs into Shares, the IDR Holders are required to open and have a valid and active CREST Account in the United Kingdom. The IDR Holders will be required to approach their respective stockbrokers for assistance in opening the CREST Account in the United Kingdom. Any Shares that are the subject of valid requests received from the IDR Holders pursuant to the submission of a Withdrawal Order, will be credited to the UK CREST client account details provided in the Withdrawal Order within a period of fifteen (15) Business Days from the date of receipt of such request.
Cash-out Option: No
To receive proceeds of sale of Shares underlying Sale IDRs: No

What is the process for opening of the CREST Account?

IDR Holders should approach their respective stockbrokers for assistance in opening a CREST Account in the United Kingdom.

How will fractional shares be dealt with, in relation to the exercise of Conversion Option and Cash-out Option?

STANDARD CHARTERED PLC
1 BASING HALL AVENUE
LONDON EC2V 5DD

If a Withdrawal Order is submitted for the Conversion Option with such number of IDRs which represents a fraction of a Share, the Registrar shall process the Withdrawal Order in respect of such number of IDRs which would represent the nearest whole number of Shares and the balance IDRs shall be released to the relevant IDR Holder, which IDRs shall be considered as Sale IDRs after the Notice Period.
If a Withdrawal Order is submitted for the Cash-out Option with such number of IDRs which represents a fraction of a Share, the Registrar shall process the Withdrawal Order in respect of such number of IDRs which would represent the nearest whole number of Shares and the balance IDRs shall be released to the relevant IDR Holder and considered as Sale IDRs after the Notice Period.

Are the IDRs transferred to some other account at the time of submission of Withdrawal Order?

Yes, once the Withdrawal Order is submitted, the IDRs underlying the Shares shall be deposited in (i) IDR Conversion Account (as defined below) and/or (ii) IDR Cash-out Account (as defined below).

What are the IDR Conversion Account and the IDR Cash-out Account?

Conversion Option: A securities account being “SCB IDR CONV A/C” (DP ID - IN300360 and Client ID - 11067081) has been opened with a depository participant for deposit of the dematerialised IDRs, and in case of IDR certificates (or IDRs in physical form), it refers to the custody of such IDR certificates with the Registrar, as part of the Conversion Option (the “IDR Conversion Account”).
Cash-out Option: A separate securities account being “SCB IDR CASHOUT” (DP ID - IN300360 and Client ID - 11067024) has been opened with a depository participant for deposit of the dematerialised IDRs, and in case of IDR certificates (or IDRs in physical form), it refers to the custody of such IDR certificates with the Registrar, as part of the Cash-out Option (the “IDR Cash-out Account”).

Is it mandatory for the IDR Holder to hold the IDRs to be submitted under the Conversion Option or the Cash-out Option, in dematerialized form?

No, IDR Holders holding IDRs in physical or certificated form may also apply under the Conversion Option or the Cash-out Option.

Does an IDR Holder submitting the Withdrawal Order have to offer all IDRs held by such IDR Holder for the Conversion Option and/or the Cash-out Option?

No, the IDR Holders have the ability to offer a part of their IDR holding for the Conversion Option and/or the Cash-out Option– the discretion on number of IDRs to be offered under the Withdrawal Order for these options remains with the IDR Holders.
All Shares underlying the Sale IDRs (as defined above) shall be mandatorily sold in market and net proceeds shall be distributed to the IDR Holders. The net proceeds with respect to Shares underlying the Encumbered IDRs, shall be distributed upon release/ enforcement of such encumbrance, as per the communication received by the Domestic Depository from Registrar/ Security Depository.

Is any fee required to be paid along with the Withdrawal Order?

No, the Domestic Depository has decided to waive the fee payable by the IDR Holders, vis’a’vis cancellation of IDRs.

STANDARD CHARTERED PLC
1 BASINGHALL AVENUE
LONDON EC2V 5DD
8

Is there any reservation for any class of investor as part of the termination programme?
■ No such reservation is available for any class of investor.

Whether revision or cancellation of the Withdrawal Order is possible?
■ Once the Withdrawal Order is submitted by the IDR Holders, they shall not be permitted to revise, amend or cancel their withdrawal request or change the selected option(s).

Will the IDR Holder be informed whether the Withdrawal Order has been accepted or rejected?
■ On transfer of the underlying Shares pursuant to the redemption in case of exercise of the Conversion Option and on credit of cash proceeds to the account of the IDR Holder in case of exercise of the Cash-out Option, the R&T Agent will intimate the relevant IDR Holders. The R&T Agent shall also inform the IDR Holders whose request for withdrawal has been rejected.

Where will the underlying Shares as regards the Sale IDRs be sold?
■ The overseas custodian shall transfer the corresponding number of Shares to the CREST Account of the broker of the Company for sale on the LSE in accordance with the applicable rules and procedures on the same day or next day as receipt of the instructions from the Domestic Depository to transfer the Shares underlying the Sale IDRs to the CREST Account of the broker and provide a copy of the evidence of such transfer to the Domestic Depository on the same date as the transfer of the Shares.
■ After the transfer of such Shares underlying the Sale IDRs by the overseas custodian to the CREST Account of the broker, the broker shall carry out the sale of such Shares on the LSE. The Shares which are not purchased on the LSE on a trading day shall be offered for sale on the next trading day or on a continuous basis until all the Shares underlying the Sale IDRs are sold by the broker.

Whether the IDR Holders need to give any instructions for sale of Shares underlying the Sale IDRs?
■ No – All Shares underlying the Sale IDRs shall be sold in the market, as part of the termination process. No instruction of any IDR Holder is required to undertake such sale.

Within what period will IDR Holders receive cash for the Shares underlying the Sale IDRs, that are sold on the LSE?
■ The distribution of the net proceeds should tentatively take place within fifteen (15) Business Days of the completion of sale of all the relevant Shares.

Would IDR Holders be subject to any fee for such sale?
■ The Domestic Depository shall deduct the applicable brokerage fee (tentatively 20bps per Share) for the services of the broker, from the sale proceeds of the sale of the Shares underlying the Sale IDRs, before these are distributed to the IDR Holders who are entitled to them.

STANDARD CHARTERED PLC
1 BASING HALL AVENUE
LONDON W2V 6DD

☐ Please note that the applicable fee of US$ 0.05 to be paid by the IDR Holders towards cancellation of Sale IDRs is being waived, and would not be required to be paid by the IDR Holders.

What is an Information Letter?

☐ If the bank account details of any IDR Holder is not available, or the proceeds cannot be transferred to the bank account details of which are available, the Domestic Depository shall send a communication to such IDR Holders to provide a valid bank account details. The Domestic Depository shall, in this communication, attach a form (i.e. the Information Letter) which may be utilized by the respective IDR Holders to provide details of the bank account where proceeds from sale of Sale IDRs should be deposited.

What if an IDR Holder’s bank account details are not available with the R&T Agent or the Domestic Depository?

☐ The Domestic Depository shall send a communication to such IDR Holder, if the address/email address is available with the Domestic Depository/ Registrar, along with an Information Letter format, for IDR Holder to share its bank account details for the purpose of receiving proportionate net sale proceeds.

Where will the format of the Information Letter be available?

☐ The Domestic Depository shall enclose a copy of the same in its communication. A copy of the Information Letter may be obtained in the following manner and from the following locations:

Physical copy (on request) between 10:00 a.m. and 5:00 p.m. on a Business Day:

Company – 1 Basinghall Avenue, London, EC2V 5DD, UK

Domestic Depository – Standard Chartered Bank, 23/25 MG Road, 3rd Floor, Fort, Mumbai – 400 001

Overseas Custodian – The Bank of New York Mellon, One Piccadilly Gardens, Manchester, M1 1RN, UK¹

Registrar – KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032

Electronic copy:

An electronic copy of the Withdrawal Order may also be downloaded from https://www.sc.com/en/investors/shareholder-information/indian-depository-receipts/idr-indian-depository-receipts/

Where should IDR Holders submit the filled Information Letters?

☐ IDR Holders may submit duly filled, and signed Information Letters in the following manner and at the following locations:

By hand delivery between 10:00 a.m. to 5:00 p.m. on a Business Day (Monday to Friday):

STANDARD CHARTERED PLC 1 BASINGHALL AVENUE LONDON EC2V 5DD

☑ At the centres designated by the Registrar as specified in Annexure A; or
☑ At the office of the Registrar at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Registered Post or courier:

☑ At the office of the R&T Agent only at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Please note that an IDR Holder can submit a plain paper application to the Domestic Depository or the Registrar to submit /change the details of its bank account for receiving proceeds of the sale of Shares underlying such IDR Holder’s Sale IDRs, provided such plain paper application is accompanied by a cancelled cheque of such account (which is held in the name of the concerned IDR Holder). In such case, the Registrar/Domestic Depository may ask for relevant identity proof from such IDR Holder to ascertain the correct identity of such IDR Holder.

Is there a deadline for the submission of the Information Letters?
There is no deadline for the submission of the Information Letters.
However please note that if there are any unclaimed proceeds lying with the Domestic Depository from the sale of Shares underlying the Sale IDRs, the Domestic Depository shall hold these in trust for twelve (12) years (from the date it has received such proceeds for distribution) to the relevant IDR Holder(s). After completion of a period of twelve (12) years, the Domestic Depository shall transfer an amount equal to that unclaimed distribution to the “Investor Protection and Education Fund” established pursuant to the Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009 (as amended/substituted from time to time).
Till what time IDRs will continue trading on BSE and NSE?
---
The trading in the IDRs on the Indian Stock Exchanges shall cease with effect from the date of receipt of approval for delisting from the Indian Stock Exchanges, based on the application for delisting submitted after the Notice Period, and no transfer of IDRs after such date shall be registered.
Till what time may an IDR be transferred by an IDR Holder?
---
Any transfer of IDRs post delisting of IDRs shall not be registered.
What is the stamp duty implications that IDR Holders should consider in relation to submission of Withdrawal Order/ Information Letter?
---
The IDR Holders need NOT pay any stamp duty on the Withdrawal Order/ Information Letter submitted by them, irrespective of the option selected.
What is the tax implications that IDR Holders should consider in relation to this termination programme?
---
The IDR Holders shall be solely responsible for paying any income tax, capital gains tax, withholding tax or any other similar duty or tax charged or chargeable or determined/held as chargeable, levied or leviable

STANDARD CHARTERED PLC
1 BASINGHAVLA VENUE
INDON 2V 5DD

or determined /held as leviable, in India, United Kingdom or elsewhere in connection with the deposit of IDRs for redemption, allotment of Shares on the LSE and/or receipt of cash for the Shares underlying the IDRs sold on the LSE under the termination process. IDR Holders shall consult their own tax counsel and advisors under Indian and other applicable laws.

Will IDRs be delisted pursuant to this termination programme?

☑ Yes. Immediately upon completion of the Notice Period, the Company will apply to the Indian Stock Exchanges for delisting of the IDRs such that the IDRs will cease to be listed on the Indian Stock Exchanges upon receipt of such approval, and post such delisting, no trading in the IDRs can be undertaken.
☑ The third Business Day after the date of receipt of approval from the Indian Stock Exchanges for delisting of IDRs, shall be considered ‘record date’ for identification of IDR holders of Sale IDRs (the “Sale Record Date”).
☑ The NSDL and the CDSL shall freeze the ISINs of the Sale IDRs which are in dematerialized form, one Business Day after the Sale Record Date.

Will IDRs be cancelled pursuant to this Termination Process?

☑ Yes. Upon sale of all Shares underlying the Sale IDRs, the Domestic Depository shall issue instructions to the Registrar to cancel the Sale IDRs in certified form. Simultaneously, the Domestic Depository shall also intimate the Security Depositories to make necessary changes to the securities account of the relevant IDR Holders and extinguish the Sale IDRs held in demat form, except in the case of (i) Encumbered IDRs; and (ii) subject to suspension of the relevant demat account of the relevant IDR Holder (the “Suspended Account”). Once the changes are confirmed by the Security Depositories, the Domestic Depository shall forward such confirmation to the Registrar.
☑ All Sale IDRs which are Encumbered IDRs shall stand extinguished/ cancelled immediately upon release/ enforcement of such encumbrance, and the net proceeds (without any interest, whatsoever) shall be distributed accordingly upon such release/ enforcement, as per the communication received by the Domestic Depository from the Registrar/ Security Depository. All Sale IDRs subject to a Suspended Account shall be extinguished/ cancelled immediately upon such demat account ceasing to be suspended.

What is the consequence of not submitting IDR by an IDR Holder for cancellation? Will there be an automatic cancellation of such IDRs?

☑ Yes. Such IDRs shall be deemed as cancelled upon completion of the Termination Process, except with respect to Encumbered IDRs.

How will proceeds be distributed if the bank details are not available with, or provided by an IDR Holder to, the R&T Agent or the Domestic Depository?

☑ If there are any unclaimed proceeds lying with the Domestic Depository, the Domestic Depository shall hold these in trust for 12 years (from the date it has received such proceeds) for distribution to the relevant IDR Holder(s), upon provision of the relevant and correct details by the concerned IDR Holder(s). After completion of a period of 12 years, all rights of the IDR Holders to such distribution or the proceeds of the sale thereof shall be extinguished and the Domestic Depository shall (except for any distribution upon the liquidation of the Company, which remains unclaimed for such period as aforesaid, when the Domestic Depository shall retain the same) transfer an amount equal to that unclaimed distribution to the “Investor

Protection and Education Fund" established pursuant to the Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009 (as amended/ substituted from time to time).

Where can the IDR Holder find more details on the termination process?

Standard Chartered has submitted a copy of the detailed Termination Operating Guidelines with the Indian Stock Exchanges which lay down the detailed process for the withdrawal of IDRs and sale of Shares underlying the Sale IDRs on the LSE. The same will also be shared with the IDR Holders along with the Letter.
Copies of the Termination Operating Guidelines are available, on request, at the offices of Standard Chartered at 1 Basinghall Avenue, London, EC2V 5DD, UK, the Domestic Depository at Standard Chartered Bank, 23/24 MG Road, 3rd Floor, Fort, Mumbai – 400 001, the overseas custodian at The Bank of New York Mellon, One Piccadilly Gardens, Manchester, M1 1RN, UK, and the R&T Agent at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032 as well as on the website of Standard Chartered at https://www.sc.com/en/investors/shareholder-information/indian-depository-receipts/idr-indian-depository-receipts/.

Is there any dedicated telephone helpline to address the queries of the IDR Holders?

Yes, the Domestic Depository and the Registrar has set up dedicated telephone helplines during the working hours (i.e. 9:00 am to 6:00 pm) on all working days, until completion of the Termination Process.
The contact details of the helpline are as follows:

Domestic Depository: +91 (0)22 -6115-7854/ +91 (0)22 -6115-7758

Registrar: 1800 3454 001

What are the contact details of the key parties involved?

The contact details of the key parties involved in this Termination Process is as follows:
Standard Chartered:

Standard Chartered PLC:

1 Basinghall Avenue

London EC2V 5DD

Tel: +44 (0)20 7885 8888

Fax: +44 (0)20 7885 7337

Website: www.sc.com;

Email: [email protected]

Compliance Officer:

Ekta Lalwani

Tel: +91 22 6115 7853

Fax: +9122 2675 7733

Email: [email protected]

Domestic Depository:

STANDARD CHARTERED PLC
1 BASINA VALL AVENUE
LONDON EC2V 5DD
13

Standard Chartered Bank
23/25 MG Road,
3rd Floor, Fort,
Mumbai – 400 001
Tel: +91 22 6115 7758
Fax: +91 22 2675 9002
Website: http://www.standardchartered.com
Email: [email protected]

Overseas custodian:
The Bank of New York Mellon
One Piccadilly Gardens
Manchester
M1 1RN, UK
Tel: +44 (0)16 1725 3422
Fax: +44 (0) 20 7964 4060
Website: http://www.bnymellon.com/
Email: UKCrestCrossborder&[email protected]
R&T Agent:
KFin Technologies Private Limited
Selenium Tower B
Plot 31-32, Financial District
Nanakramguda, Serilingampally Mandal
Hyderabad – 500 032
Tel: +91 40 67162222/ 67161563
Fax: +91 40 23420814
Website: https://karisma.kfintech.com
Email: [email protected]; [email protected]

How can I resolve investor grievances?

IDR Holders can approach the R&T Agent in respect of any problems relating to the Termination Process including credit of Shares underlying the IDRs or proceeds of sale of the Sale IDRs.
Standard Chartered also has a compliance officer based in India for resolution of investor grievances. The compliance officer is Ekta Lalwani. Contact details of the compliance officer are:
Tel: +91 22 6115 7853, Email: [email protected]
The Domestic Depository and the Registrar have set up dedicated telephone helplines during the working hours (i.e. 9:00 am to 6:00 pm) on all working days, until completion of the Termination Process and six (6) months thereafter. The details of the dedicated telephone lines are:
Domestic Depository: +91 (0)22 -6115-7854/ +91 (0)22 -6115-7758
Registrar: 1800 3454 001

Is the Fungibility Programme offered by the Company to the IDR Holders subsisting?

The Fungibility Programme stands terminated w.e.f. March 18, 2020.

STANDARD CHARTERED PLC
1 BASING WALL AVENUE
LONDON EC2V 5DD

ANNEXURE A

S. No.	Collection Centre	Address of Collection Centres	Contact Person	Phone No.	Fax	Mode of delivery	Email
1.	Mumbai	KFin Technologies Private Limited 24-B, Rajabahudur Mansion, Gr Floor 6 Ambalal Doshi Marg, Behind BSE Ltd, Fort Mumbai-400001	Ms. Nutan Shirke	022-66235454
022-66235412/27	022-66331135	Hand Delivery	[email protected]
[email protected]
2.	New Delhi	KFin Technologies Private Limited 305, New Delhi House, 27, Barakhamba Road, Connaught Place New Delhi - 110 001	Mr. John Mathew / Vinod Singh Negi	11-43681700/17
98	011-41036370	Hand Delivery	[email protected]
[email protected]
3.	Ahmedabad	KFin Technologies Private Limited 401 ABC1, Opp Pushya Hospital, Girish Cold Drinks, St Xaviers College Road, Ahmedabad - 380 009	Mr. Aditya Gupta/ Mr Mehul Barevadiya	Mob No. 9824327979	N A	Hand Delivery	[email protected]
[email protected]
4.	Chennai	KFin Technologies Private Limited No.F11 First Floor, Akshya Plaza New no.108, Adhithanar Salai, Egmore,	Chennai 600 002	Mr. D Ramakrishna	044-28587781	NA	Hand Delivery
5.	Kolkata	KFin Technologies Private Limited 49, Jatin Das Road, Nr.Deshpriya Park, Kolkatta 700 029	Mr. Sujit Kundu/ Mr. Debnath	033-24644891	033-24644866	Hand Delivery	[email protected]
[email protected]
6.	Bengaluru	KFin Technologies Private Limited No.59, Skanda, Putana Road, Basavanagudi Bengaluru 560 004	Mr. S K Sharma/ Mr. Mahadev	080-26621192/26
606125	080-26621169	Hand Delivery	[email protected]
7.	Hyderabad	KFin Technologies Private Limited Selenium Tower B, Plot Nos. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500032	Mr. Bhakta Singh	040-79611000	040-23431551	Hand Delivery/ Registered Post or Courier	[email protected]

STANDARD CHARTERED PLC
1 BANKGHALL AVENUE
LONDON EC2V 5DD

Standard Chartered

March 13, 2020

The General Manager
Department of Corporate Services
BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai 400 001

Dear Sir/Ma’am,

Sub: Termination of Indian Depository Receipts (the “IDRs”) programme (the “IDR Programme”) by Standard Chartered Plc (the “Company”)

As informed to you, the Company has decided to terminate the IDR Programme and consequently delist the outstanding IDRs from BSE Limited and National Stock Exchange of India Limited, and has now issued a formal termination notice to the Domestic Depository.

If there are outstanding IDRs post the completion of the Notice Period, including IDRs for which (a) no Withdrawal Order is submitted during the Notice Period; or (b) an invalid Withdrawal Order has been submitted during the Notice Period; or (c) for which a Withdrawal Order is submitted after May 29, 2020, to the extent of IDRs surrendered under the Cash-out Option; or (d) for which a Withdrawal Order is submitted option selecting the Cash-out Option, but the Shares (all or part) underlying the IDRs could not be sold on the London Stock Exchange (the “LSE”) prior to the end of the Notice Period- to the extent of IDRs representing such unsold shares (all such outstanding IDR’s referred hereinafter the “Sale IDRs”), there would be a mandated sale of Shares underlying such Sale IDRs- the Domestic Depository shall arrange for sale the Shares underlying such Sale IDRs (without any instructions from the IDR Holders), on the LSE, as soon as reasonably practicable, at the prevailing market price, and arrange for the net proceeds (post deduction of brokerage expenses incurred by the Domestic Depository and applicable taxes) of such sale to be distributed to the IDR Holders in proportion to the number of Sale IDRs held by each IDR Holder.

Standard Chartered PLC
1 Basinghall Avenue
London EC2V 5DD
www.sc.com
Registered Office at 1 Basinghall Avenue London EC2V 5DD
Registered England 988425
Tel +44 (0)20 7885 8888
Here for good

Standard Chartered

Domestic Depository: +91 (0)22 -6115-7854/ +91 (0)22 -6115-7758.
Registrar: 1800 3454 001

Kindly note that on account of launch of this, termination program, the ‘Fungibility Program’ extended by the Company to the IDR Holders stand terminated, with effect from March 18, 2020.

We request you to kindly take note of the enclosed Termination Operating Guidelines and the Letter and upload the same on your website.

Yours sincerely,

For Standard Chartered PLC

Ekta Lalwani
Compliance Officer

Encl: a/a.

Standard Chartered PLC
1 Basinghall Avenue
London EC2V 5DD
www.sc.com
Registered Office at 1 Basinghall Avenue London EC2V 5DD
Registered England 988425
Tel +44 (0)20 7885 8888
Here for good

Standard Chartered
March 13, 2020

STANDARD CHARTERED PLC

INDIAN DEPOSITORY RECEIPTS - TERMINATION PROGRAM

TERMINATION OPERATING GUIDELINES

I. BACKGROUND

As a part of the IDR Programme, the following agreements were executed:

a) A deposit agreement dated May 8, 2010, between the Company and Standard Chartered Bank, Mumbai (the “Domestic Depository”), as amended from time to time (the “Deposit Agreement”); and

b) A custody agreement dated May 8, 2010, between Standard Chartered Bank, Mumbai and The Bank of New York Mellon (the “Overseas Custodian”), as amended and restated from time to time.

STANDARD CHARTERED PLC
1 BASING HALL AVENUE
LONDON EC2V 5DD

March 13, 2020

worth the maximum consideration of USD 500 million have been purchased by JPMS. The Shares purchased under the Buy-back will be cancelled by the Company.

Domestic Depository: +91 (0)22 -6115-7854/ +91 (0)22 -6115-7758

Registrar: 1800 3454 001

The aforesaid details shall also be made available on the Company’s website at https://www.sc.com/en/investors/shareholder-information/indian-depository-receipts/idr-indian-depository-receipts/.

STANDARD CHARTERED PLC
1 BASHEHALL AVENUE
LONDON EC2V 5DD

March 13, 2020

The Company has received a letter dated March 6, 2020 from the Securities and Exchange Board of India (“SEBI”) approving (subject to the conditions stated therein) the Termination Process.

II. TERMINATION PROCESS

A. Key Steps:

Set out below are the key steps of the Termination Process:

a) Termination of the Deposit Agreement by the Company

b) Notification to the IDR Holders

STANDARD CHARTERED PLC 1 BASINGHALL AVENUE LONDON E.C.2V 5DD

March 13, 2020

c) Options for the IDR Holders during the Notice Period

(i) Option 1: Withdrawal of IDRs and consequent delivery of Shares to the IDR Holders (the “Conversion Option”)

Indian IDR Holders should carefully note that:

in terms of the circular dated July 22, 2009, notified by the Reserve Bank of India, listed Indian companies and Indian mutual funds registered with SEBI may either sell or continue to hold Shares (upon redemption of IDRs) subject to the terms and conditions of Regulation 6B and 7 of the Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004, as amended, and
in terms of the approval received by the Company from the Reserve Bank of India, on December 11, 2019, other persons resident in India (i.e. resident persons other than listed Indian companies and Indian mutual funds), including resident individuals, are allowed to continue to hold the Shares (pursuant to redemption of IDRs under the Termination Process) for any period (and not limited to only thirty (30) days). Provided, upon sale of such Shares, the proceeds of the sale have to be repatriated to India immediately on receipt thereof, and in any case no later than sixty (60) days from the date of sale of the Shares.

Please see Paragraph II (C) (2) below for further details.

STANDARD CHARTERED PLC 1 BASIN THALL AVENUE LONDON EC2V 5DD

March 13, 2020

(ii) Option 2: Surrender of IDRs for sale of underlying Shares on the LSE and receipt of cash proceeds (the “Cash-out Option”)

Please see Paragraph II (C) (3) below for further details.

STANDARD CHARTERED PLC
1 BASING HALL AVENUE
LONDON EC2V 5DD
5

March 13, 2020

d) Delisting of the IDRs

e) Record Date and Freezing of ISINs

(all such outstanding IDRs referred hereinafter as the “Sale IDRs”).

f) Mandatory sale of the Sale IDRs

STANDARD CHARTERED PLC
1 BASING FULL AVENUE
LONDON EC2V 5DD

March 13, 2020

Please see Paragraph II (C) (5) below for further details.

g) Extinguishment and cancellation of Sale IDRs

h) Treatment of Unclaimed Proceeds

B. Key Information:

Sr. No.	Particulars	Information
1.	Applicability of this Termination Programme	All outstanding IDRs (80,26,730 IDRs, as on March 6, 2020).
2.	Notice Period during which Withdrawal Order may be submitted by the IDR Holders	Commencing from March 18, 2020 until June 15, 2020. All Withdrawal Orders must be submitted so as to be received no later than 5.00 p.m. (Mumbai time) on June 15, 2020.
Do note that submission of Withdrawal Order is voluntary and the IDR Holders are not obliged to provide instructions for the Conversion Option and/or the Cash-out Option. Provided, however, the Domestic Depository

STANDARD CHARTERED PLC
1 BASINGHILV AVENUE
LONDON EC2V 5DD

March 13, 2020

Sr. No.	Particulars	Information
		shall sell the Shares underlying the Sale IDRs after the delisting, on the LSE at the prevailing market price, and arrange for the net proceeds of such sale to be distributed to the IDR Holders.
3.	Options during the Notice Period	During the Notice Period, an IDR Holder may submit the Withdrawal Order(s), listing out one of the following options they would want to select, along with the requisite details:
(a) Conversion Option; OR
(b) Cash-out Option; OR
(c) Combination of both (a) and (b) above, provided each such option is exercised for separate set of IDRs.

STANDARD CHARTERED PLC 1: BASINGVILL AVENUE

March 13, 2020

Sr. No.	Particulars	Information
		(pursuant to redemption of IDRs under the Termination Process) for any period (and not limited to only thirty (30) days). Provided, upon sale of such Shares, the proceeds of the sale have to be repatriated to India immediately on receipt thereof, and in any case no later than sixty (60) days from the date of sale of the Shares.
5.	Cash-out Option	Under this option, during the Notice Period, the IDR Holders are entitled to surrender some or all of their IDRs for cash proceeds from the sale of underlying Shares on the LSE. The Shares corresponding to the IDRs surrendered under the Cash-out Option by the IDR Holders would be offered for sale on the LSE in the open market, and such Shares may be purchased by JPMS under the Buy-back process or any third party outside the Buy-back process. The proceeds (post deduction of applicable taxes and brokerage expenses incurred by the Domestic Depository) of sale of the Shares shall be distributed to the IDR Holders by the Domestic Depository.

STANDARD CHARTERED PLC
1 BASING HOLLY AVENUE
LONDON EC2V 5DD

March 13, 2020

Sr. No.	Particulars	Information
		(b) Cash-out Option - 10 IDRs or multiples thereof. If a Withdrawal Order is submitted for the Cash-out Option with such number of IDRs which represents a fraction of a Share, the Registrar shall process the Withdrawal Order in respect of such number of IDRs, which would represent the nearest whole number of Shares and the balance IDRs shall be released to the relevant IDR Holder and considered as Sale IDRs after the Notice Period.
7.	Reservation	There is no reservation being made for any category of the IDR Holders.
8.	Availability of Withdrawal Orders	The Domestic Depository shall enclose a copy of the Withdrawal Order, pursuant to which IDR Holders shall provide the selected option and relevant details, with the Letters to be sent to the IDR Holders appearing in the Register as on March 6, 2020. Also, a copy of the Withdrawal Order may be obtained in the following manner and from the following locations:

By hand delivery between 10:00 a.m. to 5:00 p.m. on a Business Day (Monday to Friday):
• At the centres designated by the Registrar as specified in Annexure A; or |

10
STANDARD CHARTERED PLC
1 BASINGHALL AVENUE
LONDON EC2V 5DD

March 13, 2020

Sr. No.	Particulars	Information
		• At the office of the Registrar at KFin Technologies Private Limited Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

By registered post or courier:

• At the office of the Registrar only at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Withdrawal Orders must be received by no later than 5:00 p.m. (Mumbai time) on June 15, 2020. Any Withdrawal Orders/ instructions received after that point will not be processed.

STANDARD CHARTERED PLC
1 BASINSKULLAVENUE
LONDON EC2V 5DD

March 13, 2020

Sr. No.	Particulars	Information
12.	Mandatory sale of Sale IDRs	The Domestic Depository shall arrange for sale of the Shares underlying the Sale IDRs (i.e. outstanding IDRs after the Notice Period, including for which (a) no Withdrawal Order is submitted during the Notice Period; or (b) an invalid Withdrawal Order has been submitted during the Notice Period; or (c) a Withdrawal Order is submitted after May 29, 2020, to the extent of IDRs surrendered under the Cash-out Option; or (d) for which a Withdrawal Order is submitted selecting the Cash-out Option, but the Shares (all or part) underlying the IDRs could not be sold on the LSE - to the extent of IDRs representing such unsold Shares), after the delisting, on the LSE at the prevailing market price, and arrange for the net proceeds of such sale to be distributed to the IDR Holders in proportion to the number of Sale IDRs held by each IDR Holder as on the Sale Record Date, post deduction of applicable taxes and brokerage expenses incurred by the Domestic Depository.

12
STANDARD CHARTERED PLC
1 BASIN WALL AVENUE
BERCOTV 5DD

March 13, 2020

Sr. No.	Particulars	Information
16.	Tax and Stamp Duty	The IDR Holders shall be solely responsible for paying any income tax, capital gains tax, withholding tax or any other similar duty or tax charged or chargeable or determined/ held as chargeable, levied or leviable or determined/ held as leviable, in India, United Kingdom or elsewhere in connection with the deposit of IDRs for redemption, allotment of Shares on the LSE and/ or receipt of cash for the Shares underlying the IDRs sold on the LSE, under the Termination Process. IDR Holders shall consult their own tax counsel and advisors under Indian and other applicable laws before applying under the Termination Process.

STANDARD CHARTERED PLC 1 BASINGHAM AVENUE LONDON EC4V 5DD

March 13, 2020

Sr. No.	Particulars	Information
20.	Unclaimed Proceeds	If there are any unclaimed proceeds lying with the Domestic Depository from the sale of Shares underlying the Sale IDRs, the Domestic Depository shall hold these in trust for twelve (12) years (from the date it has received such proceeds for distribution) to the relevant IDR Holder(s). After completion of a period of twelve (12) years, the Domestic Depository shall transfer an amount equal to that unclaimed distribution to the “Investor Protection and Education Fund” established pursuant to the Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009 (as amended/substituted from time to time).
21.	Status of Fungibility Programme	The ‘Fungibility Programme’ stands terminated with effect from March 18, 2020.
22.	Key Parties	Company – Standard Chartered PLC
Domestic Depository – Standard Chartered Bank, Mumbai
Overseas Custodian – The Bank of New York Mellon
Registrar – KFin Technologies Private Limited
Security Depositories – National Securities Depository Limited and Central Depository Services (India) Limited
Indian Stock Exchanges – BSE Limited and The National Stock Exchange of India Limited
23.	Telephone Helpline	To address the queries of the IDR Holders, the Domestic Depository and the Registrar have set up dedicated telephone helplines during the working hours (i.e. 9:00 am to 6:00 pm) on all working days, until completion of the Termination Process and six (6) months thereafter. The details of the dedicated telephone lines are:

Domestic Depository: +91 (0)22 -6115-7854/ +91 (0)22 -6115-7758
Registrar: 1800 3454 001 |

C. Detailed Guidelines:

1. Withdrawal Orders

a) Letter to IDR Holders

STANDARD CHARTERED PLC 1 BASING A ALL AVENUE LONDON EC2V 5DD

March 13, 2020

b) Method and Process of submitting the Withdrawal Orders

IDR Holders should submit duly filled, and signed Withdrawal Order along with relevant enclosures in the following manner and at the following locations:

Hand delivery between 10:00 a.m. to 5:00 p.m. on Business Days (Monday to Friday):

At the centres designated by the Registrar as specified in Annexure A; or
At the office of the Registrar at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Registered post or courier:

At the office of the Registrar only at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Withdrawal Order must be received by no later than 5:00 p.m. (Mumbai time) on June 15, 2020. Any instructions received after that point will not be processed.

Withdrawal Orders submitted at times or locations or by modes other than those specified herein above shall be liable to be rejected.

The Withdrawal Order should be accompanied by:

STANDARD CHARTERED PLC
1 BASINGWALL AVENUE
LONDON EC2V 5DD

March 13, 2020

IDR Holders shall not be permitted to amend, revise or cancel any request or change the selected option(s) after submission of the Withdrawal Order.

c) General Instructions

The Withdrawal Order should clearly indicate one of the following options:

(i) Conversion Option; or
(ii) Cash-out Option; or
(iii) Combination of both (i) and (ii), provided each such option is exercised for separate set of IDRs.

Dos:

STANDARD CHARTERED PLC
1 BASINGH 2V 5DD
1ONDON EO2V 5DD

March 13, 2020

Do not:

d) Processing of the Withdrawal Order

STANDARD CHARTERED PLC
1 BASINGWILL AVENUE
LONDON EC2V 5DD

March 13, 2020

The Registrar shall provide the following information in respect of each verified Withdrawal Order to the Domestic Depository by the end of the second Business Day of such following week:

STANDARD CHARTERED PLC
1 BASINGHALL AVENUE
LONDON EC2V 5DD

March 13, 2020

(x) DP ID and Client ID.

e) Updates

2. Conversion Option

a) Who can apply for redemption of IDRs into Shares under the Conversion Option

Such IDR Holder must also be eligible to hold Shares under applicable law and regulation.

In this regard, IDR Holders should carefully note that:

in terms of the circular dated July 22, 2009, notified by the Reserve Bank of India, listed Indian companies and Indian mutual funds registered with SEBI may either sell or continue to hold Shares (upon redemption of IDRs) subject to the terms and conditions of Regulation 6B and 7 of the Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004, as amended, and
in terms of the approval received by the Company from the Reserve Bank of India, on December 11, 2019, other persons resident in India (i.e. resident persons other than listed Indian companies and Indian mutual funds), including resident individuals, are allowed to continue to hold the Shares (pursuant to redemption of IDRs under the Termination Process) for any period (and not limited to only thirty (30) days). Provided, upon sale of such Shares, the proceeds of the sale have to be repatriated to India immediately on receipt thereof, and in any case no later than sixty (60) days from the date of sale of the Shares.

STANDARD OF 1 BASINGLY LEAVENUE LONDON B52V 5DD

March 13, 2020

UK CREST client account details provided in the Withdrawal Order within a period of fifteen (15) Business Days from the date of receipt of such request.

b) Release of Shares

c) Fractional Shares

STANDARD CHARTERED PLC
1 BASINGLY L A V E N U E
LONDON EC2V 3JD

March 13, 2020

d) Cancellation of IDRs and updating of information by the Domestic Depository

e) Indicative Timelines for Redemption

An indicative timetable in respect of the key events of redemption process for each of the Withdrawal Order vis'a'vis the Conversion Option is set out below:

Key Event	Indicative Timelines
Receipt of the Withdrawal Order by the Registrar or one of its centres listed in Annexure A	T
Credit of Shares into the UK CREST client account	On or around T+15 Business Days
Intimation to IDR Holders who applied for redemption of IDRs	On or around T+18 Business Days

Kindly note that the actual timelines involved in the redemption process may vary from the indicative timelines mentioned herein above.

Cash-out Option

a) Who can surrender IDRs under the Cash-out Option

IDR Holders shall consult their own counsel and advisors as to business, legal, tax, accounting and related matters under Indian and other applicable laws before exercising the Cash-out Option.

STANDARD CHARTERED PLC 1 BASINGHAIL AVENUE LONDON EC2V 5DD

March 13, 2020

b) Sale of Shares on LSE

If the aggregate number of Offered Shares offered for sale by the Broker on any IDR Offer Date is higher than the number of Offered Shares purchased on such date, then:

STANDARD CHARTERED PLC 1 BASINGHILL AVENUE LONDON EC2V 5DD

March 13, 2020

c) Buy-back Headroom

The Company has entered into irrevocable, non-discretionary agreement with JPMS to enable the purchase of Shares (including, but not limited to the Shares underlying the outstanding IDRs) on the UK RIEs through JPMS, under the Buy-back process, for an aggregate purchase price of up to the Buy-back Headroom (i.e. USD 500 million) and the on sale of such Shares by JPMS to the Company. It is hereby clarified that the Buy-back Headroom is not limited to the Shares underlying the IDRs and extends to all outstanding Shares of the Company.

d) Brokerage Fee

e) Release of Cash Proceeds

STANDARD CHARTERED PLC 1 BASINGHAIN AVENUE LONDON EC1 1SD

March 13, 2020

f) Fractional Shares

g) Cancellation of IDRs and Information Update by the Domestic Depository

f) Indicative Timelines for Sale and Distribution of Proceeds

An indicative timetable in respect of the key events of vis'a'vis the Cash-out Option, for each fortnight cycle, is set out below:

STANDARD CHARTERED PLC 1 BASINGHAM AVENUE LONDON EC2V 5DD

March 13, 2020

Key Event	Indicative Timelines
Last date of the fortnightly cycle during which the Withdrawal Orders are submitted	T
Instructions by Domestic Depository to undertake sale of the underlying Shares	On or around T + 3/4 Business Days
Shares offered for sale on LSE	On or around T + 4/5 Business Days
Distribution of net proceeds	On or around T + 19/20 Business Days

Kindly note that the actual timelines involved in the Cash-out Option may vary from the indicative timelines mentioned herein above.

4. Refund

5. Mandatory Sale of Shares underlying Sale IDRs on LSE

The net proceeds with respect to Shares underlying the Encumbered IDRs, shall be distributed upon release/enforcement of such encumbrance, as per the communication received by the Domestic Depository from the Registrar/ Security Depository.

STANDARD CHARTERED PLC
1 BASINWALL AVENUE
LONDON EC2V 5DD

March 13, 2020

Please see the details below:

a) Delisting and Record Date

On the third Business Day after the date of receipt of approval from the Indian Stock Exchanges for delisting of IDRs, shall be considered 'record date' for identification of IDR Holders of Sale IDRs.

The NSDL and CDSL shall freeze the ISINs of the Sale IDRs that are in dematerialised form, one (1) Business Day after such Sale Record Date.

b) Sale of Shares

In accordance with the market rules in the United Kingdom, settlement for sale transactions will take place on the second Business Day after the sale has been executed.

STANDARD CHARTERED PLC
IBA SINGHAN AVENUE
LOT DOWCZV 5DD
26

March 13, 2020

c) Release of Cash

d) Brokerage Fee

Please note that the applicable fee of US$ 0.05 to be paid by the IDR Holders towards cancellation of Sale IDRs is being waived, and would not be required to be paid by the IDR Holders.

e) Information Submission

STANDARD CHARTERED PLC
1 BASING HALL AVENUE
LONDON EC2V 5DD

March 13, 2020

Also, a copy of the Information Letter may be obtained in the following manner and from the following locations:

Physical copy (on request) between 10:00 a.m. and 5:00 p.m. on a Business Day:

Electronic copy:

An electronic copy of the Information Letter may also be downloaded from https://www.sc.com/en/investors/shareholder-information/indian-depository-receipts/idr-indian-depository-receipts/

IDR Holders shall submit duly filled, and signed Information Letters along with a cancelled cheque and other relevant enclosures in the following manner and at the following locations.

Hand delivery between 10:00 a.m. to 5:00 p.m. on Business Days (Monday to Friday):

At the centres designated by the Registrar as specified in Annexure A; or
At the office of the Registrar at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Registered post or courier:

At the office of the Registrar only at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

March 13, 2020

General Instructions for submission of Information Letters

Do:

Do not:

(i) submit the Information Letter at times or locations or by modes other than those described in these Termination Operating Guidelines; and
(ii) submit multiple Information Letters.

f) Proceeds for Encumbered IDRs

g) Cancellation of IDRs and Information Update by the Domestic Depository

Upon sale of all Shares underlying the Sale IDRs, the Domestic Depository shall issue instructions to the Registrar to cancel the Sale IDRs in certified form. Simultaneously, the Domestic Depository shall also intimate the Security Depositories to make the necessary changes to the securities account of the relevant IDR Holders and extinguish the Sale IDRs held in demat form, except in the case of (i) Encumbered IDRs; and (ii) Sale IDRs subject to a Suspended Account. Once the changes are confirmed by the Security Depositories, the Domestic Depository shall forward such confirmation to the Registrar.

STANDARD CHARTERED PL.
1 BASIN 3MALL AVENUE
LONDON EC2V 5DD

March 13, 2020

h) Unclaimed Proceeds

i) Announcement to Indian Stock Exchanges

STANDARD CHARTERED PLC
1 BASIN 1 ALL AVENUE
LONDON EC2V 5DD

March 13, 2020

ANNEXURE A

S. No.	Collection Centre	Address of Collection Centres	Contact Person	Phone No.	Fax
1.	Mumbai	KFin Technologies Private Limited
24-B, Rajabahudur Mansion, Gr Floor
6 Ambalal Doshi Marg, Behind BSE
Ltd, Fort Mumbai-400001	Ms. Nutan Shirke	022-66235454
022-66235412/27	022-66331135	Hand Delivery	[email protected]
[email protected]
2.	New Delhi	KFin Technologies Private Limited
305, New Delhi House,
27, Barakhamba Road, Connaught Place
New Delhi - 110 001	Mr. John Mathew /
Vinod Singh Negi	11-43681700/1798	011-41036370	Hand Delivery	[email protected]
[email protected]
3.	Ahmedabad	KFin Technologies Private Limited
401 ABC1, Opp Pushya Hospital, Girish
Cold Drinks, St Xaviers College Road,
Ahmedabad - 380 009	Mr. Aditya Gupta/ Mr Mehul Barevadiya	Mob No. 9824327979	N A	Hand Delivery	[email protected]
[email protected]
4.	Chennai	KFin Technologies Private Limited
No. F11 First Floor, Akshya Plaza
New no. 108, Adhithanar Salai,
Egmore, Chennai 600 002	Mr. D Ramakrishna	044-28587781	NA	Hand Delivery	[email protected]
5.	Kolkata	KFin Technologies Private Limited
49, Jatin Das Road, Nr. Deshpriya Park,
Kolkata 700 029	Mr. Sujit Kundu/ Mr. Debnath	033-24644891	033-24644866	Hand Delivery	[email protected]
[email protected]
6.	Bengaluru	KFin Technologies Private Limited
No. 59, Skanda, Putana Road,
Basavanagudi Bengaluru 560 004	Mr. S K Sharma/ Mr. Mahadev	080-26621192/26606125	080-26621169	Hand Delivery	[email protected]
7.	Hyderabad	KFin Technologies Private Limited
Selenium Tower B, Plot Nos. 31 & 32,
Financial District, Nanakramguda,
Serilingampally Mandal, Hyderabad - 500032	Mr. Bhakta Singh	040-79611000	040-23431551	Hand Delivery/
Registered Post or Courier	[email protected]

STANDARD CHARTERED PLC

1 BASINSHALL AVENUE

LONDON EC2V 5DD

^{}[]

March 16, 2020

Dear Indian Depository Receipt Holder,

Re: Termination of the IDR Programme by Standard Chartered Plc

The Company has received a letter dated March 6, 2020 from the Securities and Exchange Board of India approving (subject to conditions stated therein) the Termination Process.

Termination Process – Key Steps

We have set out below key steps of the Termination Process, with respect to the IDR Program:

Termination Notice by the Company:

Options with the IDR Holders during the Notice Period:

(i) Option 1: Withdrawal of IDRs and consequent delivery of Shares to the IDR Holders (the “Conversion Option”)

Under this option, the IDR Holders are entitled to receive the Shares underlying the IDRs

STANDARD CHARTERED PLC
1 BASINGHALL AVENUE
LONDON EC2V 5DD

submitted for redemption under this option. The IDR Holders will only be entitled to receive Shares under the withdrawal and delivery process to the extent permitted by all applicable laws.

(ii) Option 2: Surrender of IDRs for sale of underlying Shares on the LSE and receipt of cash proceeds (the "Cash-out Option")

Since JPMS may purchase the Shares offered on the LSE only until the earlier of the date on which the Buy-back Headroom (i.e. USD 500 million) is reached or until May 14, 2020, the Shares offered on the LSE post such date shall not be purchased by JMPS under the Buy-back process, but can be purchased by any third party. Further, the IDRs surrendered under the Cash-out Option, vide, Withdrawal order submitted after June 12, 2020, shall be considered as 'Sale IDRs' (as defined below) and the Shares underlying such IDRs will be sold, on the LSE.

STANDARD CHARTERED PLC 1 BASINGHIL AVENUE LONDON EC2V 5DD

Delisting of the IDRs:

Record Date and Freezing of ISINs:

The third Business Day after the date of receipt of approval from the Indian Stock Exchanges for delisting of IDRs, shall be considered ‘record date’ (the “Sale Record Date”) for identification of IDR Holders of the outstanding IDRs, including the IDRs for which (a) no Withdrawal Order is submitted during the Notice Period; or (b) an invalid Withdrawal Order has been submitted during the Notice Period; or (c) Withdrawal Order is submitted after May 29, 2020, to the extent of IDRs surrendered under the Cash-out option; or (d) a Withdrawal Order is submitted selecting the Cash-out Option, but the Shares (all or part) underlying such IDRs could not be sold on the LSE, prior to the end of the Notice Period-to extent of the IDRs representing such unsold Shares (all such outstanding IDRs referred to as the “Sale IDRs”).

Mandatory sale of the Sale IDRs:

The distribution of the net proceeds would likely take place within fifteen (15) Business Days of the completion of sale of all the Shares underlying all Sale IDRs.

Extinguishment and cancellation of Sale IDRs:

Upon sale of all Shares underlying the Sale IDRs, the Domestic Depository shall issue instructions to the Registrar to cancel the Sale IDRs in certified form. Simultaneously, the Domestic Depository shall also intimate the Security Depositories to make necessary changes to the securities account of the relevant IDR Holders and extinguish the Sale IDRs held in demat form, except in the case of (i) Encumbered IDRs; and (ii) subject to suspension of the relevant demat account of the relevant IDR Holder (the “Suspended Account”). Once the changes are confirmed by the Security Depositories, the Domestic Depository shall forward such confirmation to the Registrar.

STANDARD CHARTERED PLC
1 BASINCHALL AVENUE
LONDON EC2V 5DD

If there are any unclaimed proceeds lying with the Domestic Depository from the sale of Shares underlying the Sale IDRs, the Domestic Depository shall hold these in trust for twelve (12) years (from the date it has received such proceeds for distribution) to the relevant IDR Holder(s). After completion of a period of twelve (12) years, the Domestic Depository shall transfer an amount equal to that unclaimed distribution to the “Investor Protection and Education Fund” established pursuant to the Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009 (as amended/substituted from time to time).

Exercise of Conversion Option, Cash-out Option or both:

We have explained below the process by which you can exercise the Conversion Option, the Cash-out Option or a combination of both options (as the case may be):

You are entitled to withdraw/surrender your IDRs to exercise the Conversion Option, the Cash-out Option or combination of both options (as the case may be), within the Notice Period (i.e. from March 18, 2020 to June 15, 2020).
If you wish to do so, you must submit your request, in the form of the enclosed Withdrawal Order, during the Notice Period. Please note that such instructions will be irrevocable.

Please ensure that your instructions are delivered no later than 5.00 p.m. (Mumbai time) on June 15, 2020. Any instructions received after that point will not be processed.

PLEASE NOTE THAT YOU NEED NOT PAY ANY STAMP DUTY ON THE WITHDRAWAL ORDER SUBMITTED BY YOU, IRRESPECTIVE OF THE OPTION SELECTED.
Please note that the Domestic Depository has decided to waive the fee payable by you, vis’a’vis cancellation of IDRs.
A request for any of the option under the Withdrawal Order may only be made in respect of minimum 10 IDRs or multiples thereof.
Do not submit same set of IDRs under both the Conversion Option and the Cash-out Option – In such case, the Withdrawal Order may be rejected.
For exercising the Conversion Option, fill in Part A of the Withdrawal Order.
For exercising the Cash-out Option, fill in Part B of the Withdrawal Order.
For exercising both the Conversion Option and the Cash-out Option, fill in Part A and Part B, respectively, of the Withdrawal Order, provided the IDRs submitted under each of the options should be different.
If you hold IDRs in demat form, please attach the demat slip as received from your depository participant confirming transfer of IDRs from account to the SCPLC Termination Account.
You also need to attach a copy of PAN Card along with the Withdrawal Order.

In order to efficiently implement the Termination Process, the Deposit Agreement was amended pursuant to

STANDARD CHARTERED PLC 1 BASINGWALL AVENUE LONDON EC2V 5DD

Domestic Depository: +91 (0)22 -6115-7854/ +91 (0)22 -6115-7758.
Registrar: 1800 3454 001

The aforesaid details of the help are also available on the Company's website at https://www.sc.com/en/investors/shareholder-information/indian-depository-receipts/idr-indian-depository-receipts/.

Yours sincerely,

Vikas Tandon
Standard Chartered Bank, India

Encl:
1. Format of Withdrawal Order
2. Termination Operating Guidelines
3. FAQs

STANDARD CHARTERED PLC
1 BASINGHALL AVENUE
BONKER 2V 5DD

WITHDRAWAL ORDER

with respect to Indian Depository Receipts issued by

STANDARD CHARTERED BANK, MUMBAI

in respect of ordinary shares of nominal value of US$0.50 each in the capital of

STANDARD CHARTERED PLC

Name of IDR Holder:
Address of IDR Holder:
Beneficiary Account Number:
(if applicable)
DPID:
Client ID:

I/We have enclosed hereto a copy of my/our PAN card.

Part A – Conversion Option (Redemption of IDRs into Shares)

Distinctive No:
IDR Certificate Number:
(if applicable)
Evidence of transfer/Delivery Instruction Form enclosed:
(e.g. Original IDR Certificate or NSDL/CDSL/DP Statement)
Number of IDRs to be redeemed into Shares:

IDRs to be delivered to account:
Account: SCB IDR CONV A/C
DP Name: Standard Chartered Bank
DP ID: IN300360
Client ID: 11067081 | ...

(Note: Must be in multiples of 10 IDRs) |
| Delivery Instructions for Deposited Property including a valid and active UK CREST client and account number where | UK CREST CLIENT NAME:
... |

STANDARD CHARTERED PLC
1 BASINGHALL AVENUE
LONDON WC2V 5DD

any ordinary shares of Standard Chartered PLC are to be delivered: UK CREST PARTICIPANT ID:

Part B – Cash-out Option (Surrender of IDRs for cash proceeds)

Distinctive No:
IDR Certificate Number:
(if applicable)
Evidence of transfer/Delivery Instruction Form enclosed:
(e.g. Original IDR Certificate or NSDL/CDSL/DP Statement)
Number of IDRs for which underlying Shares are requested to be sold on the London Stock Exchange:

ACCOUNT NUMBER:

BANK NAME:

IFSC CODE OF THE BANK:

MICR CODE |

STANDARD CHARTERED PLC
BASINGHULL AVENUE
INDON EC2V 5DD

I/We further acknowledge and agree that the IDRs submitted under Conversion Option and/or Cash-out Option (as the case may be) pursuant to this Withdrawal Order are free and clear of, and not subject to, any pledge/encumbrance.
I/We further acknowledge and agree that the IDRs submitted under the Cash-out Option, vis-à-vis the Withdrawal Orders submitted after May 29, 2020, shall be considered ‘Sale IDRs’ and treated accordingly.

SIGNATURE OF IDR HOLDER (if an individual)

Witnessed by:

Name:

EXECUTION BY IDR HOLDER (if a company)

Director

Director/Secretary

Date

Encl:
(i) DP Slip (for IDRs held in demat)
(ii) PAN of the IDR Holder
(iii) IDR Certificates (for IDRs held in certified form)
(iv) Power of attorney (if applicable).

STANDARD CHARTERED PLC
1 BASING HALL AVENUE
LONDON EC2V 5DD

Hand delivery between 10:00 a.m. to 5:00 p.m. on Business Days (Monday to Friday):

At the centres designated by the Registrar as specified in Annexure A; or
At the office of the Registrar at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Registered post or courier:

At the office of the Registrar only at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Withdrawal Orders must be received by no later than 5.00 p.m. (Mumbai time) on June 15, 2020. Any instructions received after that point will not be processed.

Withdrawal Orders submitted at times or locations or by modes other than those specified herein above shall be liable to be rejected.

IDR Holders shall not be permitted to amend, revise, cancel or withdraw their withdrawal request or change the selected option(s) after submission of the Withdrawal Order.

IDR Holders are not required to pay any stamp duty on the Withdrawal Order submitted by them, irrespective of the option selected.

In case of exercise of both the Conversion Option and the Cash-out Option: The IDRs submitted under each of the options should be different, else the Withdrawal Order may be rejected.

STANDARD CHARTERED PLC
1 BASING HALL AVENUE
LONDON EC2V 5DD

^{}[]

IDR PROGRAMME TERMINATION PROCESS - FREQUENTLY ASKED QUESTIONS

What does this Termination Process entail?

The Company issued a termination notice of ninety (90) days’, on March 12, 2020 to the Domestic Depository and The Bank of New York, the current overseas custodian (the “Overseas Custodian”), intimating them of its decision of terminating the Deposit Agreement and the IDR Programme, with such ninety (90) days’ period commencing from March 18, 2020. Accordingly, the notice period shall begin on March 18, 2020 and end on June 15, 2020 (the “Notice Period”).
A letter intimating about the Termination Process and the opportunity to redeem IDRs into Shares as a part of such process (the “Letter”) will be dispatched to all IDR Holders appearing in the register of ‘IDR Holders’ maintained pursuant to the Deposit Agreement (the “Register”) as on March 6, 2020, by registered a/d post at their Indian address only, along with an email to those IDR Holders who had registered their email address with the Registrar for receiving Company related communications via email.
On February 28, 2020, the Company announced that it would commence a share buy-back starting from March 2, 2020, pursuant to which the Company would repurchase up to a maximum aggregate value of USD 500 million of its Shares (the “Buy-back”). In this respect, the Company has entered into irrevocable, non-discretionary agreement with J.P. Morgan Securities plc (“JPMS”) to enable the purchase of Shares on UK recognized investment exchanges (the “UK RIEs”), including the London Stock Exchange (the “LSE”) and/or CBOE Europe Equities, by it, acting as principal. The Buy-back is being conducted pursuant to the shareholder approval granted at the Company’s Annual General Meeting held on May 8, 2019. The Buy-back will continue (while regulatory approval remains in place) until the earlier of (i) May 14, 2020; or (ii) the date on which Shares worth the maximum consideration of USD 500 million have been purchased. The Shares purchased under the Buy-back will be cancelled by the Company.
On account of such Buy-back process being launched, the Company is, as a part of the Termination Process, also extending to the holders of IDRs (the “IDR Holders”), an option to surrender, during the aforesaid Notice Period, some or all of the IDRs held by them and request for the sale of the Shares underlying such IDRs on the LSE, respectively. The other option extended to the IDR Holders, during the Notice Period, is to receive the Shares underlying the IDRs. If at the end of the Notice Period, an IDR Holder does not select any of the options set out above or a combination thereof or does not issue a Withdrawal Order (as defined below), in such case, the outstanding IDRs of such IDR Holder would be mandatorily sold on the LSE and the net cash proceeds would be distributed to such IDR Holder, in terms hereof.
The Domestic Depository shall, in its Letter to the IDR Holders about the Termination Process, attach a form to be utilized by the IDR Holders for exercising the Conversion Option (as defined below), the Cash-out Option (as defined below) or a combination of both (the “Withdrawal Order”). However, this would not restrict an IDR Holder to obtain or download the Withdrawal Order from the locations specified below.
Immediately upon completion of the Notice Period, the Company shall apply to BSE and NSE for delisting of the outstanding IDRs such that the IDRs will cease to be listed, upon receipt of such approval, and post such delisting, no trading in the IDRs can be undertaken.
The Domestic Depository shall arrange for mandatory sale of the Shares underlying the outstanding IDRs, including IDRs for which (a) no Withdrawal Order is submitted during the Notice Period; or (b) an invalid Withdrawal Order has been submitted during the Notice Period; or (c) a Withdrawal Order is submitted after May 29, 2020, to the extent of IDRs surrendered under the Cash-out Option; or (d) a Withdrawal Order is submitted selecting the Cash-out Option, but the Shares (all or part) underlying such IDRs could

STANDARD CHARTERED PLC
1
STANDARD FREQUENTLY ASKED QUESTIONS
DO NOT COVER

not be sold on the LSE (prior to the end of the Notice Period)- to the extent of the IDRs representing such unsold Shares,(such outstanding IDRs referred hereinafter as the “Sale IDRs”), at the prevailing market price, on the LSE and arrange for the net proceeds of such sale to be distributed to the IDR Holders in proportion to the number of Sale IDRs held by each IDR Holder as on the Sale Record Date (as defined below), post deduction of brokerage expenses incurred by the Domestic Depository and applicable taxes.

The distribution of the net proceeds would likely take place within fifteen (15) Business Days of the completion of sale of all the Shares underlying all Sale IDRs. With respect to the Sale IDRs which are subject to any encumbrance/ pledge (the “Encumbered IDRs”), as per records of the NSDL and/or CDSL, (the “Security Depository(ies)”) the proportionate net proceeds (without any interest) shall be distributed after the release/ enforcement of the encumbrance over such Encumbered IDRs.

What are the options available with the IDR Holders during the Notice Period?

As part of the submission of the Withdrawal Order, during the Notice Period, under this Termination Process, an IDR Holder may select any of the following options, in respect to some or all of their IDRs:

(a) Withdrawal of IDRs and consequent delivery of Shares to the IDR Holders (the “Conversion Option”)

(b) Surrender of IDRs for sale of underlying Shares on the LSE and receipt of cash proceeds (the “Cash-out Option”)

If at the end of the Notice Period, an IDR Holder does not select any of the options above or does not issue a Withdrawal Order, in such case, the outstanding IDRs of such IDR Holder would be mandatorily sold on the LSE and the net cash proceeds would be distributed to such IDR Holder.

What does the Conversion Option entail?

Under this option, the IDR Holders are entitled to receive the Shares underlying some or all of their IDRs, by submitting a Withdrawal Order.
In order to request for the redemption of the IDRs into Shares, the IDR Holders are required to have unencumbered title over the relevant IDRs and to open and have a valid and active CREST Account in the United Kingdom. The IDR Holders will be required to approach their respective stockbrokers for assistance in opening the CREST Account in the United Kingdom.
Any Shares that are the subject of valid requests received from the IDR Holders pursuant to the submission of a Withdrawal Order, will be credited to the UK CREST client account details provided in the Withdrawal Order within a period of fifteen (15) Business Days from the date of receipt of such request.

Are the Indian IDR Holders restricted from holding Shares post conversion of the IDRs for any particular period?

In terms of the circular dated July 22, 2009 notified by the Reserve Bank of India, listed Indian companies and Indian mutual funds registered with SEBI may either sell or continue to hold Shares (upon redemption

STANDARD CHARTERED PLC
1 BASINGHAL AVENUE
LONDON EC2V 5DD

of IDRs) subject to the terms and conditions of Regulation 6B and 7 of the Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004, as amended.

However, please note that in terms of the approval received by the Company from the Reserve Bank of India, on December 11, 2019, other persons resident in India (i.e. resident persons other than listed Indian companies and Indian mutual funds), including resident individuals, are allowed to continue to hold the Shares (pursuant to redemption of IDRs under the Termination Process) for any period (and not limited to only thirty (30) days). Provided, upon sale of such Shares, the proceeds of the sale have to be repatriated to India immediately on receipt thereof, and in any case no later than sixty (60) days from the date of sale of the Shares.

What does the Cash-out Option entail?

Under this option, during the Notice Period, the IDR Holders are entitled to surrender some or all of their IDRs for cash proceeds from the sale of underlying Shares on the LSE.
The Shares corresponding to the IDRs surrendered by the IDR Holders would be offered for sale on the LSE in the open market, and such Shares may be purchased by JPMS under the Buy-back process or any third party outside the Buy-back process. The proceeds of sale of the Shares shall be distributed to the IDR Holders by the Domestic Depository.
The distribution of the net proceeds for a sale undertaken in a week would likely take place within fifteen (15) Business Days from the end of such week.
Further, the IDRs surrendered under the Cash-out Option vide Withdrawal Orders submitted after May 29, 2020, shall be considered as ‘Sale IDRs’ and the Shares underlying such IDRs will be sold on the LSE alongside the Shares underlying any other outstanding IDRs after completion of the Notice Period.

What is Buy-back Headroom and how is Buy-back linked to the Cash-out Option?

The Company has entered into irrevocable, non-discretionary agreement with JPMS to enable the purchase of Shares (including, but not limited to the Shares underlying the outstanding IDRs) on the UK RIEs through JPMS, under the Buy-back process, for an aggregate purchase price of up to USD 500 million (the “Buy-back Headroom”) and the on sale of such Shares by JPMS to the Company. The Buy-back Headroom is not limited to the Shares underlying the IDRs and extends to all outstanding Shares of the Company.
The Shares (underlying the IDRs surrendered as part of the Cash-out Option) offered for sale on the LSE can be therefore bought by JPMS (under the Buy-back process) or any third party (outside the Buy-back process). The Buy-back Headroom is applicable only with respect to Shares that can be purchased by JPMS on the UK RIEs as part of the Buy-back process. Please note that such Buy-Back Headroom is not applicable with respect to purchase of Shares by any third party (other than if JPMS is purchasing under the Buy-back process) on the LSE, pursuant to an open market purchase.
Since JPMS may purchase the Shares offered on the LSE only until the earlier of the date on which the Buy-back Headroom (i.e. USD 500 million) is reached or until May 14, 2020, the Shares offered on the LSE post such date shall not be purchased by JPMS under the Buy-back process, but can be purchased by any other party.

Where will the underlying Shares as regards the IDRs under the Cash-out option be sold and what is the process involved?

STANDARD CHARTERED PLC 1 BASHGALL AVENUE LONDON EC2V 5DD

The sale cycle would be on a fortnightly basis. The Domestic Depository shall direct the Overseas Custodian, by tested telex, facsimile or SWIFT message (as applicable) to transfer the Shares underlying the IDRs for which valid Withdrawal Orders are received and verified in the previous two (2) weeks, from the IDR CREST Account held with the Overseas Custodian to the CREST Account of the broker, namely, Equiniti Financial Services Limited, (the “Broker”) engaged by the Domestic Depository for carrying out the sale of the underlying Shares on the LSE.

The Shares offered for sale on the LSE can be bought by JPMS (as part of Buy-back process) or any third party (outside the Buy-back process).

Please note the IDRs surrendered under the Cash-out Option vide Withdrawal Orders submitted after May 29, 2020, shall be considered as ‘Sale IDRs’ and the Shares underlying such IDRs will be sold on the LSE after completion of the Notice Period.

Would IDR Holders be subject to any fee for the sale of the Shares underlying the IDRs under the Cash-out Option?
The Domestic Depository shall deduct the applicable brokerage fee for the services of the Broker, from the sale proceeds of the sale of the Offered Shares, before these are distributed to the holders who are entitled to them.
Please note that the applicable fee of USD 0.05 to be paid by the IDR Holders towards cancellation of IDRs attributable to Shares which are sold on the LSE is being waived, and would not be required to be paid by the IDR Holders.
When can IDR Holders submit the Withdrawal Order, offering their IDRs for redemption into Shares and/or surrender the IDRs for cash proceeds?
---
A Withdrawal Order has to be submitted within the Notice Period (i.e. from March 18, 2020 to June 15, 2020)
Note that it is not mandatory for a IDR Holder to submit a Withdrawal Order – in such case, after the Notice Period, there would be a mandatory sale of the Shares underlying the IDRs held by such IDR Holder, on the LSE, and the proceeds (net of applicable tax and brokerage fee) will be distributed in cash to the IDR Holder.
What is the consequence of not submitting Withdrawal Order in the Notice Period?
---
The Domestic Depository shall arrange for the sale of all the Shares underlying the Sale IDRs (i.e. IDRs for which (a) no Withdrawal Order is submitted during the Notice Period, or (b) an invalid Withdrawal Order has been submitted during the Notice Period, or (c) a Withdrawal Order is submitted after May 29, 2020, to the extent of IDRs surrendered under the Cash-out Option, or (d) a Withdrawal Order is submitted selecting the Cash-out Option, but the Shares (all or part) underlying such IDRs could not be sold on the

STANDARD CARTERED PLC 1 BASINOWALL AVENUE LONDON WC2V 5DD

The Company or the Domestic Depository shall not require any instruction from the IDR Holders for such sale of the Shares underlying the Sale IDRs on the LSE.

What is the treatment of the IDRs, which are not withdrawn/surrendered by the IDR Holders under either of the Conversion Option or the Cash-out Option or both, under the Termination Process?
The Domestic Depository shall arrange for sale of the Shares underlying the Sale IDRs on the LSE.
Will IDR Holders get Shares or cash pursuant to the termination of the IDR Programme?
---
■ With respect to the IDRs for which the IDR Holder exercises the Conversion Option by submitting a valid Withdrawal Order, the IDR Holder will be entitled to receive Shares underlying such IDRs in his valid and active UK CREST Account.
■ With respect to the IDRs for which the IDR Holder exercises the Cash-out Option by submitting a valid Withdrawal Order, the IDR Holder will be entitled to receive net cash proceeds vis-à-vis the sale (if any) of the Shares underlying such IDRs, on the LSE.
■ However, the Shares underlying the Sale IDRs (as defined above) shall arranged to be sold at the prevailing market price on the LSE, after delisting, and the Domestic Depository shall arrange for the net proceeds of such sale (post deduction of brokerage expenses incurred by the Domestic Depository and applicable taxes) to be distributed to the IDR Holders on proportional basis. The net proceeds with respect to Shares underlying the Encumbered IDRs, shall be distributed upon release/ enforcement of such encumbrance, as per the communication received by the Domestic Depository from Registrar/ Security Depository.
Is there any minimum/maximum threshold on the number of IDRs that can be offered for the Conversion Option and Cash-out Option?
---
■ In case of each of the Conversion Option or Cash-out Option the IDRs to be submitted should be in the lot of 10 and multiples thereof
■ There is no cap on the number of IDRs that may be offered for any of the options.
Who can offer IDRs for the Conversion Option?
---
■ Subject to the requirement to have unencumbered title over the IDRs and to open and have a valid and active CREST account in the United Kingdom (described below), any IDR Holder may submit a Withdrawal Order for redemption of IDRs into Shares.
■ Such IDR Holders should be legal and beneficial owner of, and have good and valid title to the IDRs and hold the IDRs free and clear of all pledges, liens, charges, encumbrances, equities, security interests, third party rights or such other similar claims.
■ The IDR Holder submitting such instructions may hold IDRs in dematerialised form or in physical/certificated form.

STANDARD CHARTERED PLC
1 BASIN HALL AVENUE
LONDON WC2V 5DD

Who can offer IDRs for the Cash-out Option?

Subject to the requirement to have unencumbered title over the IDRs, any IDR Holder may submit a Withdrawal Order, selecting the Cash-out Option for such IDRs.
Such IDR Holders should be legal and beneficial owner of, and have good and valid title to the IDRs and hold the IDRs free and clear of all pledges, liens, charges, encumbrances, equities, security interests, third party rights or such other similar claims.
The IDR Holder submitting such instructions may hold IDRs in dematerialised form or in physical/certificated form.

Whether same set of IDRs can be submitted under the Conversion Option and the Cash-out Option?

No – If an IDR Holder is selecting both the options, he should ensure that same set of IDRs are NOT submitted under both the options. In case the same set of IDRs are submitted, the Withdrawal Order may be rejected.

Where will the format of the Withdrawal Order be available?

The Domestic Depository shall enclose a copy of the Withdrawal Order, pursuant to which IDR Holders shall provide the selected option and relevant details, with the Letter to be sent to all IDR Holders appearing in the Register as on March 6, 2020. Also, a copy of the Withdrawal Order may be obtained in the following manner and from the following locations:

Physical copy (on request) between 10:00 a.m. and 5:00 p.m. on a Business Day:

Company – 1 Basinghall Avenue, London, EC2V 5DD, UK
Domestic Depository – Standard Chartered Bank, 23/25 MG Road, 3rd Floor, Fort, Mumbai – 400 001
Overseas Custodian – The Bank of New York Mellon, One Piccadilly Gardens, Manchester, M1 1RN, UK
Registrar – KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032
Electronic copy:

An electronic copy of the Withdrawal Order may also be downloaded from https://www.sc.com/en/investors/shareholder-information/indian-depository-receipts/idr-indian-depository-receipts/

Where should IDR Holders submit the Withdrawal Orders?

IDR Holders may submit duly filled, and signed and Withdrawal Orders along with the relevant enclosures in the following manner and at the following locations:

STANDARD CHARTERED PLC
1 BASINGHALL AVENUE
LONDON EC2V 5DD

Withdrawal Orders must be received by no later than 5:00 p.m. (Mumbai time) on June 15, 2020. Any instructions received after that point will not be processed.

By hand delivery between 10:00 a.m. to 5:00 p.m. on a Business Day (Monday to Friday):

At the centres designated by the Registrar as specified in Annexure A; or
At the office of the Registrar at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Registered Post or courier:

At the office of the R&T Agent only at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Withdrawal Orders submitted at times or locations or by modes other than those specified herein above shall be liable to be rejected.

IDR Holders shall not be permitted to amend, revise or cancel any request or change the selected option(s) after submission of the Withdrawal Order.

Is there a deadline for the submission of the Withdrawal Orders?

Withdrawal Orders must be received by no later than 5:00 p.m. (Mumbai time) on June 15, 2020. Any instructions received after that point will not be processed.

Does an IDR Holder need to have a dematerialised account overseas?

Conversion Option: Yes, in order to request the redemption of the IDRs into Shares, the IDR Holders are required to open and have a valid and active CREST Account in the United Kingdom. The IDR Holders will be required to approach their respective stockbrokers for assistance in opening the CREST Account in the United Kingdom. Any Shares that are the subject of valid requests received from the IDR Holders pursuant to the submission of a Withdrawal Order, will be credited to the UK CREST client account details provided in the Withdrawal Order within a period of fifteen (15) Business Days from the date of receipt of such request.
Cash-out Option: No
To receive proceeds of sale of Shares underlying Sale IDRs: No

What is the process for opening of the CREST Account?

IDR Holders should approach their respective stockbrokers for assistance in opening a CREST Account in the United Kingdom.

How will fractional shares be dealt with, in relation to the exercise of Conversion Option and Cash-out Option?

STANDARD CHARTERED PLC
1 BASINGHALL AVENUE
LONDON EC2V 5DD

If a Withdrawal Order is submitted for the Conversion Option with such number of IDRs which represents a fraction of a Share, the Registrar shall process the Withdrawal Order in respect of such number of IDRs which would represent the nearest whole number of Shares and the balance IDRs shall be released to the relevant IDR Holder, which IDRs shall be considered as Sale IDRs after the Notice Period.
If a Withdrawal Order is submitted for the Cash-out Option with such number of IDRs which represents a fraction of a Share, the Registrar shall process the Withdrawal Order in respect of such number of IDRs which would represent the nearest whole number of Shares and the balance IDRs shall be released to the relevant IDR Holder and considered as Sale IDRs after the Notice Period.

Are the IDRs transferred to some other account at the time of submission of Withdrawal Order?

Yes, once the Withdrawal Order is submitted, the IDRs underlying the Shares shall be deposited in (i) IDR Conversion Account (as defined below) and/or (ii) IDR Cash-out Account (as defined below).

What are the IDR Conversion Account and the IDR Cash-out Account?

Conversion Option: A securities account being “SCB IDR CONV A/C” (DP ID - IN300360 and Client ID - 11067081) has been opened with a depository participant for deposit of the dematerialised IDRs, and in case of IDR certificates (or IDRs in physical form), it refers to the custody of such IDR certificates with the Registrar, as part of the Conversion Option (the “IDR Conversion Account”).
Cash-out Option: A separate securities account being “SCB IDR CASHOUT” (DP ID - IN300360 and Client ID - 11067024) has been opened with a depository participant for deposit of the dematerialised IDRs, and in case of IDR certificates (or IDRs in physical form), it refers to the custody of such IDR certificates with the Registrar, as part of the Cash-out Option (the “IDR Cash-out Account”).

Is it mandatory for the IDR Holder to hold the IDRs to be submitted under the Conversion Option or the Cash-out Option, in dematerialized form?

No, IDR Holders holding IDRs in physical or certificated form may also apply under the Conversion Option or the Cash-out Option.

Does an IDR Holder submitting the Withdrawal Order have to offer all IDRs held by such IDR Holder for the Conversion Option and/or the Cash-out Option?

No, the IDR Holders have the ability to offer a part of their IDR holding for the Conversion Option and/or the Cash-out Option– the discretion on number of IDRs to be offered under the Withdrawal Order for these options remains with the IDR Holders.
All Shares underlying the Sale IDRs (as defined above) shall be mandatorily sold in market and net proceeds shall be distributed to the IDR Holders. The net proceeds with respect to Shares underlying the Encumbered IDRs, shall be distributed upon release/ enforcement of such encumbrance, as per the communication received by the Domestic Depository from Registrar/ Security Depository.

Is any fee required to be paid along with the Withdrawal Order?

No, the Domestic Depository has decided to waive the fee payable by the IDR Holders, vis’a’vis cancellation of IDRs.

STANDARD CHARTERED PLC
1 BASINGHALL AVENUE
LONDON EC2V 5DD

Is there any reservation for any class of investor as part of the termination programme?

☐ No such reservation is available for any class of investor.

Whether revision or cancellation of the Withdrawal Order is possible?

☐ Once the Withdrawal Order is submitted by the IDR Holders, they shall not be permitted to revise, amend or cancel their withdrawal request or change the selected option(s).

Will the IDR Holder be informed whether the Withdrawal Order has been accepted or rejected?

☐ On transfer of the underlying Shares pursuant to the redemption in case of exercise of the Conversion Option and on credit of cash proceeds to the account of the IDR Holder in case of exercise of the Cash-out Option, the R&T Agent will intimate the relevant IDR Holders. The R&T Agent shall also inform the IDR Holders whose request for withdrawal has been rejected.

Where will the underlying Shares as regards the Sale IDRs be sold?

☐ The overseas custodian shall transfer the corresponding number of Shares to the CREST Account of the broker of the Company for sale on the LSE in accordance with the applicable rules and procedures on the same day or next day as receipt of the instructions from the Domestic Depository to transfer the Shares underlying the Sale IDRs to the CREST Account of the broker and provide a copy of the evidence of such transfer to the Domestic Depository on the same date as the transfer of the Shares.

☐ After the transfer of such Shares underlying the Sale IDRs by the overseas custodian to the CREST Account of the broker, the broker shall carry out the sale of such Shares on the LSE. The Shares which are not purchased on the LSE on a trading day shall be offered for sale on the next trading day or on a continuous basis until all the Shares underlying the Sale IDRs are sold by the broker.

Whether the IDR Holders need to give any instructions for sale of Shares underlying the Sale IDRs?

☐ No – All Shares underlying the Sale IDRs shall be sold in the market, as part of the termination process. No instruction of any IDR Holder is required to undertake such sale.

Within what period will IDR Holders receive cash for the Shares underlying the Sale IDRs, that are sold on the LSE?

☐ The distribution of the net proceeds should tentatively take place within fifteen (15) Business Days of the completion of sale of all the relevant Shares.

Would IDR Holders be subject to any fee for such sale?

☐ The Domestic Depository shall deduct the applicable brokerage fee (tentatively 20bps per Share) for the services of the broker, from the sale proceeds of the sale of the Shares underlying the Sale IDRs, before these are distributed to the IDR Holders who are entitled to them.

STANDARD CHARTERED PLC
1 BASING HALL AVENUE
LONDON W2V 5DD

Please note that the applicable fee of US$ 0.05 to be paid by the IDR Holders towards cancellation of Sale IDRs is being waived, and would not be required to be paid by the IDR Holders.

What is an Information Letter?

If the bank account details of any IDR Holder is not available, or the proceeds cannot be transferred to the bank account details of which are available, the Domestic Depository shall send a communication to such IDR Holders to provide a valid bank account details. The Domestic Depository shall, in this communication, attach a form (i.e. the Information Letter) which may be utilized by the respective IDR Holders to provide details of the bank account where proceeds from sale of Sale IDRs should be deposited.

What if an IDR Holder’s bank account details are not available with the R&T Agent or the Domestic Depository?

The Domestic Depository shall send a communication to such IDR Holder, if the address/email address is available with the Domestic Depository/ Registrar, along with an Information Letter format, for IDR Holder to share its bank account details for the purpose of receiving proportionate net sale proceeds.

Where will the format of the Information Letter be available?

The Domestic Depository shall enclose a copy of the same in its communication. A copy of the Information Letter may be obtained in the following manner and from the following locations:

Physical copy (on request) between 10:00 a.m. and 5:00 p.m. on a Business Day:

Company – 1 Basinghall Avenue, London, EC2V 5DD, UK
Domestic Depository – Standard Chartered Bank, 23/25 MG Road, 3rd Floor, Fort, Mumbai – 400 001
Overseas Custodian – The Bank of New York Mellon, One Piccadilly Gardens, Manchester, M1 1RN, UK
Registrar – KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032

Electronic copy:

An electronic copy of the Withdrawal Order may also be downloaded from https://www.sc.com/en/investors/shareholder-information/indian-depository-receipts/idr-indian-depository-receipts/

Where should IDR Holders submit the filled Information Letters?

IDR Holders may submit duly filled, and signed Information Letters in the following manner and at the following locations:

By hand delivery between 10:00 a.m. to 5:00 p.m. on a Business Day (Monday to Friday):

STANDARD CHARTERED PLC
1 BASINGHALL AVENUE
LONDON EC2V 5DD

Registered Post or courier:

☑ At the office of the R&T Agent only at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

Is there a deadline for the submission of the Information Letters?
There is no deadline for the submission of the Information Letters.
However please note that if there are any unclaimed proceeds lying with the Domestic Depository from the sale of Shares underlying the Sale IDRs, the Domestic Depository shall hold these in trust for twelve (12) years (from the date it has received such proceeds for distribution) to the relevant IDR Holder(s). After completion of a period of twelve (12) years, the Domestic Depository shall transfer an amount equal to that unclaimed distribution to the “Investor Protection and Education Fund” established pursuant to the Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009 (as amended/substituted from time to time).
Till what time IDRs will continue trading on BSE and NSE?
---
The trading in the IDRs on the Indian Stock Exchanges shall cease with effect from the date of receipt of approval for delisting from the Indian Stock Exchanges, based on the application for delisting submitted after the Notice Period, and no transfer of IDRs after such date shall be registered.
Till what time may an IDR be transferred by an IDR Holder?
---
Any transfer of IDRs post delisting of IDRs shall not be registered.
What is the stamp duty implications that IDR Holders should consider in relation to submission of Withdrawal Order/ Information Letter?
---
The IDR Holders need NOT pay any stamp duty on the Withdrawal Order/ Information Letter submitted by them, irrespective of the option selected.
What is the tax implications that IDR Holders should consider in relation to this termination programme?
---
The IDR Holders shall be solely responsible for paying any income tax, capital gains tax, withholding tax or any other similar duty or tax charged or chargeable or determined/held as chargeable, levied or leviable

STANDARD CHARTERED PLC
1 BASINGHAIL AVENUE
INDONES

Will IDRs be delisted pursuant to this termination programme?

☑ Yes. Immediately upon completion of the Notice Period, the Company will apply to the Indian Stock Exchanges for delisting of the IDRs such that the IDRs will cease to be listed on the Indian Stock Exchanges upon receipt of such approval, and post such delisting, no trading in the IDRs can be undertaken.
☑ The third Business Day after the date of receipt of approval from the Indian Stock Exchanges for delisting of IDRs, shall be considered ‘record date’ for identification of IDR holders of Sale IDRs (the “Sale Record Date”).
☑ The NSDL and the CDSL shall freeze the ISINs of the Sale IDRs which are in dematerialized form, one Business Day after the Sale Record Date.

Will IDRs be cancelled pursuant to this Termination Process?

☑ Yes. Upon sale of all Shares underlying the Sale IDRs, the Domestic Depository shall issue instructions to the Registrar to cancel the Sale IDRs in certified form. Simultaneously, the Domestic Depository shall also intimate the Security Depositories to make necessary changes to the securities account of the relevant IDR Holders and extinguish the Sale IDRs held in demat form, except in the case of (i) Encumbered IDRs; and (ii) subject to suspension of the relevant demat account of the relevant IDR Holder (the “Suspended Account”). Once the changes are confirmed by the Security Depositories, the Domestic Depository shall forward such confirmation to the Registrar.
☑ All Sale IDRs which are Encumbered IDRs shall stand extinguished/ cancelled immediately upon release/ enforcement of such encumbrance, and the net proceeds (without any interest, whatsoever) shall be distributed accordingly upon such release/ enforcement, as per the communication received by the Domestic Depository from the Registrar/ Security Depository. All Sale IDRs subject to a Suspended Account shall be extinguished/ cancelled immediately upon such demat account ceasing to be suspended.

What is the consequence of not submitting IDR by an IDR Holder for cancellation? Will there be an automatic cancellation of such IDRs?

☑ Yes. Such IDRs shall be deemed as cancelled upon completion of the Termination Process, except with respect to Encumbered IDRs.

How will proceeds be distributed if the bank details are not available with, or provided by an IDR Holder to, the R&T Agent or the Domestic Depository?

☑ If there are any unclaimed proceeds lying with the Domestic Depository, the Domestic Depository shall hold these in trust for 12 years (from the date it has received such proceeds) for distribution to the relevant IDR Holder(s), upon provision of the relevant and correct details by the concerned IDR Holder(s). After completion of a period of 12 years, all rights of the IDR Holders to such distribution or the proceeds of the sale thereof shall be extinguished and the Domestic Depository shall (except for any distribution upon the liquidation of the Company, which remains unclaimed for such period as aforesaid, when the Domestic Depository shall retain the same) transfer an amount equal to that unclaimed distribution to the “Investor

Where can the IDR Holder find more details on the termination process?

Standard Chartered has submitted a copy of the detailed Termination Operating Guidelines with the Indian Stock Exchanges which lay down the detailed process for the withdrawal of IDRs and sale of Shares underlying the Sale IDRs on the LSE. The same will also be shared with the IDR Holders along with the Letter.
Copies of the Termination Operating Guidelines are available, on request, at the offices of Standard Chartered at 1 Basinghall Avenue, London, EC2V 5DD, UK, the Domestic Depository at Standard Chartered Bank, 23/24 MG Road, 3rd Floor, Fort, Mumbai – 400 001, the overseas custodian at The Bank of New York Mellon, One Piccadilly Gardens, Manchester, M1 1RN, UK, and the R&T Agent at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032 as well as on the website of Standard Chartered at https://www.sc.com/en/investors/shareholder-information/indian-depository-receipts/idr-indian-depository-receipts/.

Is there any dedicated telephone helpline to address the queries of the IDR Holders?

Yes, the Domestic Depository and the Registrar has set up dedicated telephone helplines during the working hours (i.e. 9:00 am to 6:00 pm) on all working days, until completion of the Termination Process.
The contact details of the helpline are as follows:

Domestic Depository: +91 (0)22 -6115-7854/ +91 (0)22 -6115-7758

Registrar: 1800 3454 001

What are the contact details of the key parties involved?

The contact details of the key parties involved in this Termination Process is as follows:
Standard Chartered:

Standard Chartered PLC:

1 Basinghall Avenue

London EC2V 5DD

Tel: +44 (0)20 7885 8888

Fax: +44 (0)20 7885 7337

Website: www.sc.com;

Email: [email protected]

Compliance Officer:

Ekta Lalwani

Tel: +91 22 6115 7853

Fax: +9122 2675 7733

Email: [email protected]

Domestic Depository:

STANDARD CHARTERED PLC
1 BASINGHALL AVENUE
LONDON EC2V 5DD
13

Standard Chartered Bank
23/25 MG Road,
3rd Floor, Fort,
Mumbai – 400 001
Tel: +91 22 6115 7758
Fax: +91 22 2675 9002
Website: http://www.standardchartered.com
Email: [email protected]

Overseas custodian:
The Bank of New York Mellon
One Piccadilly Gardens
Manchester
M1 1RN, UK
Tel: +44 (0)16 1725 3422
Fax: +44 (0) 20 7964 4060
Website: http://www.bnymellon.com/
Email: UKCrestCrossborder&[email protected]
R&T Agent:
KFin Technologies Private Limited
Selenium Tower B
Plot 31-32, Financial District
Nanakramguda, Serilingampally Mandal
Hyderabad – 500 032
Tel: +91 40 67162222/ 67161563
Fax: +91 40 23420814
Website: https://karisma.kfintech.com
Email: [email protected]; [email protected]

How can I resolve investor grievances?

IDR Holders can approach the R&T Agent in respect of any problems relating to the Termination Process including credit of Shares underlying the IDRs or proceeds of sale of the Sale IDRs.
Standard Chartered also has a compliance officer based in India for resolution of investor grievances. The compliance officer is Ekta Lalwani. Contact details of the compliance officer are:
Tel: +91 22 6115 7853, Email: [email protected]
The Domestic Depository and the Registrar have set up dedicated telephone helplines during the working hours (i.e. 9:00 am to 6:00 pm) on all working days, until completion of the Termination Process and six (6) months thereafter. The details of the dedicated telephone lines are:
Domestic Depository: +91 (0)22 -6115-7854/ +91 (0)22 -6115-7758
Registrar: 1800 3454 001

Is the Fungibility Programme offered by the Company to the IDR Holders subsisting?

The Fungibility Programme stands terminated w.e.f. March 18, 2020.

STANDARD CHARTERED PLC
1 BASING HALL AVENUE
LONDON EC2V 5DD

ANNEXURE A

S. No.	Collection Centre	Address of Collection Centres	Contact Person	Phone No.	Fax	Mode of delivery	Email
1.	Mumbai	KFin Technologies Private Limited 24-B, Rajabahudur Mansion, Gr Floor 6 Ambalal Doshi Marg, Behind BSE Ltd, Fort Mumbai-400001	Ms. Nutan Shirke	022-66235454
022-66235412/27	022-66331135	Hand Delivery	[email protected]
[email protected]
2.	New Delhi	KFin Technologies Private Limited 305, New Delhi House, 27, Barakhamba Road, Connaught Place New Delhi - 110 001	Mr. John Mathew / Vinod Singh Negi	11-43681700/17
98	011-41036370	Hand Delivery	[email protected]
[email protected]
3.	Ahmedabad	KFin Technologies Private Limited 401 ABC1, Opp Pushya Hospital, Girish Cold Drinks, St Xaviers College Road, Ahmedabad - 380 009	Mr. Aditya Gupta/ Mr Mehul Barevadiya	Mob No. 9824327979	N A	Hand Delivery	[email protected]
[email protected]
4.	Chennai	KFin Technologies Private Limited No.F11 First Floor, Akshya Plaza New no.108, Adhithanar Salai, Egmore,	Chennai 600 002	Mr. D Ramakrishna	044-28587781	NA	Hand Delivery
5.	Kolkata	KFin Technologies Private Limited 49, Jatin Das Road, Nr.Deshpriya Park, Kolkatta 700 029	Mr. Sujit Kundu/ Mr. Debnath	033-24644891	033-24644866	Hand Delivery	[email protected]
[email protected]
6.	Bengaluru	KFin Technologies Private Limited No.59, Skanda, Putana Road, Basavanagudi Bengaluru 560 004	Mr. S K Sharma/ Mr. Mahadev	080-26621192/26
606125	080-26621169	Hand Delivery	[email protected]
7.	Hyderabad	KFin Technologies Private Limited Selenium Tower B, Plot Nos. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500032	Mr. Bhakta Singh	040-79611000	040-23431551	Hand Delivery/ Registered Post or Courier	[email protected]

STANDARD CHARTERED PLC
1 BANKGHALL AVENUE
LONDON EC2V 5DD

AI assistant

Standard Chartered PLC — Capital/Financing Update 2020

4648_rns_2020-03-13_1c68031d-3a83-4d68-bbad-85ac377b3e85.pdf

STANDARD CHARTERED PLC

渣打集團有限公司

Termination of Indian Depository Receipts Programme

STANDARD CHARTERED PLC

INDIAN DEPOSITORY RECEIPTS - TERMINATION PROGRAM

TERMINATION OPERATING GUIDELINES

I. BACKGROUND

II. TERMINATION PROCESS

A. Key Steps:

a) Termination of the Deposit Agreement by the Company

b) Notification to the IDR Holders

d) Delisting of the IDRs

e) Record Date and Freezing of ISINs

f) Mandatory sale of the Sale IDRs

g) Extinguishment and cancellation of Sale IDRs

h) Treatment of Unclaimed Proceeds

B. Key Information:

C. Detailed Guidelines:

1. Withdrawal Orders

a) Letter to IDR Holders

b) Method and Process of submitting the Withdrawal Orders

c) General Instructions

Dos:

Do not:

b) Release of Shares

c) Fractional Shares

b) Sale of Shares on LSE

c) Buy-back Headroom

d) Brokerage Fee

e) Release of Cash Proceeds

f) Fractional Shares

g) Cancellation of IDRs and Information Update by the Domestic Depository

f) Indicative Timelines for Sale and Distribution of Proceeds

4. Refund

5. Mandatory Sale of Shares underlying Sale IDRs on LSE

c) Release of Cash

d) Brokerage Fee

e) Information Submission

General Instructions for submission of Information Letters

Do:

Do not:

f) Proceeds for Encumbered IDRs

g) Cancellation of IDRs and Information Update by the Domestic Depository

h) Unclaimed Proceeds

i) Announcement to Indian Stock Exchanges

Termination Process – Key Steps

Exercise of Conversion Option, Cash-out Option or both:

WITHDRAWAL ORDER

Part A – Conversion Option (Redemption of IDRs into Shares)

What does this Termination Process entail?

What are the options available with the IDR Holders during the Notice Period?

What does the Conversion Option entail?

Are the Indian IDR Holders restricted from holding Shares post conversion of the IDRs for any particular period?

What does the Cash-out Option entail?

What is Buy-back Headroom and how is Buy-back linked to the Cash-out Option?

Where will the underlying Shares as regards the IDRs under the Cash-out option be sold and what is the process involved?

Who can offer IDRs for the Cash-out Option?

Whether same set of IDRs can be submitted under the Conversion Option and the Cash-out Option?

Where will the format of the Withdrawal Order be available?

Where should IDR Holders submit the Withdrawal Orders?

Are the IDRs transferred to some other account at the time of submission of Withdrawal Order?

What are the IDR Conversion Account and the IDR Cash-out Account?

Is it mandatory for the IDR Holder to hold the IDRs to be submitted under the Conversion Option or the Cash-out Option, in dematerialized form?

Does an IDR Holder submitting the Withdrawal Order have to offer all IDRs held by such IDR Holder for the Conversion Option and/or the Cash-out Option?

Is any fee required to be paid along with the Withdrawal Order?

What is an Information Letter?

What if an IDR Holder’s bank account details are not available with the R&T Agent or the Domestic Depository?

Where will the format of the Information Letter be available?

Where should IDR Holders submit the filled Information Letters?

Will IDRs be delisted pursuant to this termination programme?

Will IDRs be cancelled pursuant to this Termination Process?

What is the consequence of not submitting IDR by an IDR Holder for cancellation? Will there be an automatic cancellation of such IDRs?

How will proceeds be distributed if the bank details are not available with, or provided by an IDR Holder to, the R&T Agent or the Domestic Depository?

Where can the IDR Holder find more details on the termination process?

Is there any dedicated telephone helpline to address the queries of the IDR Holders?

What are the contact details of the key parties involved?

How can I resolve investor grievances?

Standard Chartered PLC Capital/Financing Update 2020