Standard Chartered PLC — Proxy Solicitation & Information Statement 2006

Mar 27, 2006

Standard Chartered

Standard Chartered PLC

（渣打集團有限公司）

(the "Company")

(Registered in England and Wales number 966425)

(Stock Code: 2888)

NOTICE OF ANNUAL GENERAL MEETING 2006

This year's annual general meeting will be held at the Merchant Taylors' Hall, 30 Threadneedle Street, London EC2R 8JB on Thursday 4 May 2006 at 12 noon (London time) (7.00pm Hong Kong time). You will be asked to consider and pass the resolutions below. Resolutions 15 to 17 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

Ordinary Resolutions

1. To receive the annual report for the year ended 31 December 2005.
2. To declare a final dividend of 45.06 US cents per ordinary share for the year ended 31 December 2005.
3. To approve the directors' remuneration report for the year ended 31 December 2005, as set out on pages 49 to 61 of the annual report and on pages 39 to 51 of the annual review.
4. To re-elect Mr E M Davies, an executive director retiring by rotation.
5. To re-elect Mr M B DeNoma, an executive director retiring by rotation.
6. To re-elect Mr P A Sands, an executive director retiring by rotation.
7. To re-elect Sir CK Chow, a non-executive director retiring by rotation.
8. To re-elect Mr R H P Markham, a non-executive director retiring by rotation.
9. To re-elect Mr H E Norton, a non-executive director retiring by rotation.
10. To re-elect Mr B K Sanderson, the Group Chairman, a director retiring by rotation.
11. To re-appoint KPMG Audit Plc as auditor to the Company until the end of next year's annual general meeting.
12. To authorise the Board to set the auditor's fees.
13. That the Board be authorised, generally and without conditions, to allot relevant securities (as defined in the Companies Act 1985), such authority to be limited to:

(a) the allotment (otherwise than under (b) or (c) below) of relevant securities up to a total nominal value of US$131,986,987 (being not greater than 20 per cent of the issued ordinary share capital of the Company as at the date of this resolution);

(b) the allotment (when combined with any allotment made under (a) above) of relevant securities up to a total nominal value of US$219,978,312 in connection with:

(i) an offer of relevant securities open for a period decided on by the Board;

(A) to ordinary shareholders on the register on a particular date (excluding any holder holding shares as treasury shares), in proportion (as nearly as may be) to their existing holdings (ignoring for this purpose both any holder holding shares as treasury shares and the treasury shares held by him); and

(B) to people who are registered on a particular date as holders of other classes of equity securities (excluding any holder holding shares as treasury shares), if this is required by the rights of those securities or, if the Board considers it appropriate, as permitted by the rights of those securities,

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

(ii) a scrip dividend scheme or similar arrangement implemented in accordance with the articles of association of the Company;

(c) the allotment of relevant securities pursuant to the terms of any existing share scheme of the Company or any of its subsidiary undertakings adopted prior to the date of this meeting, such authorities to apply for the period from 4 May 2006 until the earlier of the end of next year's annual general meeting and 3 August 2007 unless previously cancelled or varied by the Company in general meeting, but, in each such case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require relevant securities to be allotted after the authority ends and the Board may allot relevant securities under any such offer or agreement, as if the authority had not ended.

1. That the authority granted to the Board to allot relevant securities up to a total nominal value of US$131,986,987 pursuant to paragraph (a) of resolution 13 set out above be extended by the addition of such number of ordinary shares of US$0.50 each representing the nominal amount of the Company's share capital repurchased by the Company under the authority granted pursuant to resolution 16 set out below.

Special Resolutions

1. That if resolution 13 is passed as an ordinary resolution, the Board be given power to allot equity securities (as defined in the Companies Act 1985) for cash under the authority given by that resolution and/or where the allotment constitutes an allotment of equity securities by virtue of section 94(3A) of the Companies Act 1985, free of the restriction in section 89(1) of the Companies Act 1985, such power to be limited to:

(a) the allotment of equity securities in connection with an offer of equity securities open for a period decided on by the Board;

(i) to ordinary shareholders on the register on a particular date (excluding any holder holding shares as treasury shares), in proportion (as nearly as may be) to their existing holdings (ignoring for this purpose both any holder holding shares as treasury shares and the treasury shares held by him); and

(ii) to people who are registered on a particular date as holders of other classes of equity securities (excluding any holder holding shares as treasury shares), if this is required by the rights of those securities or, if the Board considers it appropriate, as permitted by the rights of those securities,

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

(b) the allotment (otherwise than under (a) above) of equity securities up to a total nominal value of US$32,996,746,

such power to apply from 4 May 2006 until the earlier of the end of next year's annual general meeting and 3 August 2007 unless previously cancelled or varied by the Company in general meeting, but during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the power ends and the Board may allot equity securities under any such offer or agreement as if the power had not ended.

1. That the Company be authorised, generally and without conditions, to make market purchases (as defined in the Companies Act 1985) of its ordinary shares of US$0.50 each provided that:

(a) the Company does not purchase more than 131,986,987 shares under this authority;

(b) the Company does not pay less for each share (before expenses) than US$0.50 (or the equivalent in the currency in which the purchase is made, calculated by reference to a spot exchange rate for the purchase of US dollars with such other currency as displayed on the appropriate page of the Reuters screen at or around 11.00am (London time) on the business day before the day the Company agrees to buy the shares); and

(c) the Company does not pay more for each share (before expenses) than the higher of: (i) 5 per cent over the average of the middle market prices of the ordinary shares according to the Daily Official List of the London Stock Exchange for the five business days immediately before the date on which the Company agrees to buy the shares, and (ii) the price stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation (EC No. 2273/2003),

such authority to apply from 4 May 2006 until the earlier of the end of next year's annual general meeting and 3 August 2007 unless previously cancelled or varied by the Company in general meeting, but during this period the Company may agree to purchase shares where the purchase may not be completed (fully or partly) until after the authority ends and may make a purchase of ordinary shares in accordance with any such agreement as if the authority had not ended.

1. That the Company be authorised, generally and without conditions, to make market purchases (as defined in the Companies Act 1985) of up to 328,388 dollar preference shares and up to 195,285,000 sterling preference shares provided that:

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

(b) the Company does not pay more:

(i) for each sterling preference share (before expenses) than 25 per cent over the average of the middle market prices of such shares according to the Daily Official List of the London Stock Exchange for the ten business days immediately before the date on which the Company agrees to buy the shares; and

(ii) for each dollar preference share (before expenses) than 25 per cent over the average of the middle market prices of such shares according to the Daily Official List of the London Stock Exchange for the ten business days immediately before the date on which the Company agrees to buy the shares,

such authority to apply from 4 May 2006 until the earlier of the end of next year's annual general meeting and 3 August 2007 unless previously cancelled or varied by the Company in general meeting, but during this period the Company may agree to purchase shares where the purchase may not be completed (fully or partly) until after the authority ends and may make a purchase of shares in accordance with any such agreement as if the authority had not ended.

Ordinary Resolutions

1. That in accordance with section 347C of the Companies Act 1985, as amended, the Company be authorised to make donations to EU political organisations and/or to incur EU political expenditure (as such terms are defined under section 347A of the Companies Act 1985, as amended) provided that:

(a) (i) such donations to EU political organisations shall not (when aggregated with any donations to EU political organisations made by Standard Chartered Bank in the relevant period) in total exceed the sum of £100,000 (or the equivalent in one or more other currencies translated at such rate(s) as the directors of the Company shall consider appropriate); and

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(ii) such EU political expenditure shall not (when aggregated with any EU political expenditure incurred by Standard Chartered Bank in the relevant period) in total exceed the sum of £100,000 (or the equivalent in one or more other currencies translated at such rate(s) as the directors of the Company shall consider appropriate);
(b) such authority shall expire on the earlier of the end of the next year's annual general meeting and 3 August 2007, unless previously renewed, revoked or varied by the Company in general meeting; and
(c) the Company may enter into a contract or undertaking under this authority before its expiry which would or might be performed wholly or partly after its expiry and may make donations to political organisations and/or incur EU political expenditure pursuant to such contract or undertaking.

1. That in accordance with section 347D of the Companies Act 1985, as amended, Standard Chartered Bank be authorised to make donations to EU political organisations and/or to incur EU political expenditure (as such terms are defined under section 347A of the Companies Act 1985, as amended) provided that:

(a) (i) such donations to EU political organisations shall not (when aggregated with any donations to EU political organisations made by the Company in the relevant period) in total exceed the sum of £100,000 (or the equivalent in one or more other currencies translated at such rate(s) as the directors of the Company shall consider appropriate), and;
(ii) such EU political expenditure shall not (when aggregated with any EU political expenditure incurred by the Company in the relevant period) in total exceed the sum of £100,000 (or the equivalent in one or more other currencies translated at such rate(s) as the directors of the Company shall consider appropriate);
(b) such authority shall expire on the earlier of the end of next year's annual general meeting and 3 August 2007, unless previously renewed, revoked or varied by the Company in general meeting; and
(c) Standard Chartered Bank may enter into a contract or undertaking under this authority before its expiry which would or might be performed wholly or partly after its expiry and may make donations to political organisations and/or incur EU political expenditure pursuant to such contract or undertaking.

1. That the rules of the Standard Chartered 2001 Performance Share Plan be amended to reflect the changes described on pages 1 and 2 of the Chairman's letter to shareholders dated 27 March 2006, page 13 in the explanatory notes and in the Appendix on pages 14 to 16 of the Notice of Annual General Meeting 2006 circular dated 27 March 2006 and that the Board (or any duly authorised committee of the Board) be authorised to do anything which it considers necessary or desirable to give effect to these changes.

2. That the Standard Chartered 2006 Restricted Share Scheme, the principal features of which are summarised on pages 1 and 2 of the Chairman's letter to shareholders dated 27 March 2006, page 13 in the explanatory notes and in the Appendix on pages 14 to 16 of the Notice of Annual General Meeting 2006 circular dated 27 March 2006 be approved and adopted and that the Board (or any duly authorised committee of the Board) be authorised to do anything which it considers necessary or desirable to carry the same into effect and to make such changes as it may consider appropriate for that purpose.

By order of the Board

C B Brown
Group Company Secretary
27 March 2006

Registered Office:
1 Aldermanbury Square
London EC2V 7SB

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

Executive Directors – Mr. Bryan Kaye Sanderson, CBE; Mr. Evan Mervyn Davies, CBE; Mr. Michael Bernard DeNoma; Mr. Richard Henry Meddings; Mr. Kaikhushru Shiavax Nargolwala; Mr. Peter Alexander Sands; and

Independent Non-Executive Directors – Sir CK Chow; Mr. James Frederick Trevor Dundas; Ms. Valerie Frances Gooding, CBE; Mr. Ho KwonPing; Mr. Rudolph Harold Peter Markham; Ms. Ruth Markland; Mr. Hugh Edward Norton; Mr. Paul David Skinner and Mr. Oliver Henry James Stocken

Notes

Ordinary Shareholders

If you are an ordinary shareholder you may attend and vote at the annual general meeting ("AGM") or choose one or more other people (proxies) to attend the AGM and vote for you. A proxy does not need to be a shareholder of the Company. Your proxy form must reach our registrars in Bristol, UK or Hong Kong, as appropriate, by 12 noon (London time) (7.00pm Hong Kong time) on Tuesday 2 May 2006. If you send in a completed proxy form you may still attend the AGM and vote in person. If you are a shareholder on the UK register of members, you may alternatively choose to submit your proxy form electronically – details are set out below under the heading 'Electronic Proxy Voting'. Electronic proxy voting is not available to shareholders whose shares are registered on the branch register in Hong Kong. If you want to attend the AGM and vote, you must be on the Company's register of members in the UK by 10.00pm (London time) on Tuesday 2 May 2006 or on the Company's branch register of members in Hong Kong by 5.00am (Hong Kong time) on Wednesday 3 May 2006. This will also allow us to confirm how many votes you have on a poll. If the AGM is adjourned to a time after 10.00pm (London time) on Thursday 4 May 2006, you must be on the appropriate register of members of the Company 48 hours before the time of the adjourned meeting. This will also allow us to confirm how many votes you will have on a poll called at such a meeting. If we give you notice of an adjourned meeting we will tell you in the notice when you need to be on the register to be able to attend and vote.

ShareCare

If you hold your shares in ShareCare, we will send you a voting instruction form. You must make sure that you return the completed form to our registrars in Bristol, UK by 12 noon (London time) on Tuesday 2 May 2006. You may also choose to appoint a proxy electronically – details are set out below under the heading 'Electronic Proxy Voting'.

Electronic Proxy Voting

Shareholders on the UK register of members may appoint a proxy electronically. If you wish to submit your proxy form electronically, you will need an internet-enabled PC with an Internet Explorer 4 or Netscape 4 web browser, or a more recent release of those browsers. You will also need your Shareholder Reference Number (SRN) or ShareCare number (SCN), as appropriate, and Personal Identification Number (PIN) (both of which are printed on the enclosed proxy form or voting instruction form) to access the service. Your PIN will expire at 12 noon on Tuesday 2 May 2006.

Before you can appoint a proxy electronically, you will be asked to agree to the terms and conditions for electronic proxy appointment. It is important that you read these terms and conditions carefully, as they will govern the electronic appointment of your proxy.

You may choose to use the electronic proxy appointment service or, if you wish, you can instead continue to submit your proxy form or voting instruction form by post.

Electronic proxy voting is not available to shareholders whose shares are registered on the branch register in Hong Kong.

Electronic Proxy Voting through CREST

If you are a CREST member and wish to appoint a proxy or proxies by using the CREST electronic proxy appointment service, you may do so by following the procedures described in the CREST manual. If you are a CREST Personal Member or other CREST sponsored member or a CREST member who has appointed a voting service provider, you should refer to your CREST sponsor or voting service provider, who will be able to take the appropriate action on your behalf.

In order for your proxy appointment using CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with CRESTCo's specifications and must contain the information required for these instructions, as described in the CREST manual. The message must be transmitted so as to be received by our agent (ID 3RA50) by 12 noon (London time) on Tuesday 2 May 2006. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which our agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

You should note that CRESTCo does not make special procedures available in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is your responsibility to take any necessary action to ensure that messages are transmitted through the CREST system in time. In this connection, you should look at those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001, which regulates instructions containing incorrect information and instructions that are improperly sent.

Voting

On a show of hands every ordinary shareholder present in person and every proxy appointed by such shareholder (other than the chairman) and present at the meeting has one vote. On a poll, every ordinary shareholder present in person or by proxy has one vote for every US$2.00 nominal value of ordinary shares held. The nominal value of each ordinary share being US$0.50, means that a member needs to hold four ordinary shares to register one vote on a poll.

Voting results

You can obtain the results of the meeting by telephoning our registrars in Hong Kong on or after 5 May 2006. The results of the meeting will be announced to the UK Listing Authority and The Stock Exchange of Hong Kong Limited. A copy of that announcement will be published in the South China Morning Post and the Hong Kong Economic Journal and will appear on our website at www.standardchartered.com/investors on 5 May 2006.

Preference shareholders

Only ordinary shareholders may attend and vote at the AGM. This document is sent to holders of preference shares for information only.

Inspection of documents

The following documents will be available for inspection at 1 Aldermanbury Square, London EC2V 7SB and at the offices of Slaughter and May, 47th Floor, Jardine House, One Connaught Place, Central, Hong Kong from the date of this notice until the end of the AGM and at the Merchant Taylors' Hall from 15 minutes before the AGM until it ends:

• A statement containing particulars of loans and quasi-loans made by the Company in favour of the directors and people connected with them.
• A report prepared by our auditor, KPMG Audit Plc on the statement referred to above.
• Copies of the executive directors' service contracts and that of the Group Chairman.
• Copies of the letters of appointment of non-executive directors.
• The register of directors' interests and the interests of their connected persons in the share capital of the Company.
• The rules of the Standard Chartered 2001 Performance Share Plan, showing the changes proposed in resolution 20.
• The rules of the Standard Chartered 2006 Restricted Share Scheme to be adopted under resolution 21.

Interests in shares

The Company had not been notified before 28 February 2006 (the latest practicable date before the publication of this notice) of any changes in the directors' interests or the substantial shareholders' interests in the Company's ordinary shares from those shown in the Annual Report and Annual Review.

Explanatory Notes

Further notes giving an explanation of the resolutions proposed in this notice will be contained in the Notice of Annual General Meeting 2006 circular which will be sent to shareholders together with the Company's 2005 Annual Report.

Please also refer to the published version of this announcement in South China Morning Post.