Standard Chartered PLC — Proxy Solicitation & Information Statement 2005

Mar 14, 2005

Proxy Form for use at Annual General Meeting

Standard Chartered

Standard Chartered PLC

I/We, the undersigned, being a member/members of the above Company, appoint the Chairman of the Meeting

(note 1)

as my/our proxy to attend and to vote on my/our behalf at the Annual General Meeting of the Company to be held at 12.00 noon (London time) on Thursday 5 May 2005, and at any adjournment of the Meeting.

I/We direct that my/our vote(s) be cast on the specified Resolutions as indicated by an 'X' in the appropriate boxes (note 3).

Resolutions	For	Against	Vote Withheld
1. To receive the report and accounts	☐	☐	☐
2. To declare the final dividend	☐	☐	☐
3. To approve the directors' remuneration report	☐	☐	☐
4. To elect Miss V F Gooding as a director	☐	☐	☐
5. To elect Mr O H J Stocken as a director*	☐	☐	☐
6. To re-elect Sir C K Chow as a director	☐	☐	☐
7. To re-elect Mr Ho KwonPing as a director*	☐	☐	☐
8. To re-elect Mr R H Meddings as a director	☐	☐	☐
9. To re-elect Mr K S Nargolwala as a director	☐	☐	☐
10. To re-elect Mr H E Norton as a director**	☐	☐	☐
11. To reappoint the auditor	☐	☐	☐
12. To authorise the directors to set the auditor's fees	☐	☐	☐
13. To authorise the directors to allot shares	☐	☐	☐
14. To extend the authority to allot shares	☐	☐	☐
15. To disapply pre-emption rights†	☐	☐	☐
16. To authorise the Company to buy back its ordinary shares†	☐	☐	☐
17. To authorise the Company to buy back its preference shares†	☐	☐	☐
18. To adopt new articles of association†	☐	☐	☐

Member of remuneration committee *Chairman of remuneration committee and member of audit and risk committee and nomination committee †Special Resolution

Signature (note 2)

Date

001SCB

Guidance Notes

1. If you wish to appoint a proxy who is not the Chairman of the Meeting you must delete the reference "the Chairman of the Meeting" and insert the full name of your proxy in the space provided. This person does not have to be a member of the Company. If no deletion or amendment is made, the Chairman of the Meeting will be deemed appointed as your proxy.
2. For your votes to be counted, your Proxy Form must be completed, signed, dated and sent in the reply-paid envelope provided, together with any power of attorney or any other authority under which it is signed (or a certified copy), to reach the Company's Registrars, Computershare Hong Kong Investor Services Limited, Hopewell Centre, 46th Floor, 183 Queen's Road East, Wan Chai, Hong Kong no later than 7.00pm (Hong Kong time) on Tuesday 3 May 2005.
3. The choices as to how a member may vote are: "for" or "against"; alternatively you may wish to withhold your vote. If you decide to withhold your vote, the number of votes that you hold will not be counted towards the total number of votes cast "for" or "against" the Resolution. If you do not indicate a choice, your proxy may vote as he or she chooses on any Resolution and on any amended Resolution or other procedural issue that may arise at the Meeting.
4. In the case of joint holders, only the votes of the most senior holder will be accepted. The senior holder is the name that appears first on the Register of Members.
5. If the appointor is a corporation, this proxy form must be executed under its common seal in accordance with its Articles of Association. Alternatively the form may be signed by two duly authorised officers, whose authority and capacity should be stated.
6. Any alterations to this form should be initialled.
7. The appointment of a proxy does not prevent you from attending the meeting in person and voting.
8. This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders, (ii) classes of security, or (iii) uniquely designated accounts. The Company and Computershare accept no liability for any instruction that does not comply with these conditions.

The directors recommend all shareholders vote in favour of all resolutions, as the directors intend to do so in respect of their own shares, and consider that the resolutions are in the best interests of the Company and the shareholders as a whole.

08/03/05-18