Standard Chartered PLC — Proxy Solicitation & Information Statement 2008

Mar 27, 2008

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 2008

This year's annual general meeting ('AGM') will be held at The Plaisterers' Hall, One London Wall, London EC2Y 5JU on Wednesday 7 May 2008 at 12.00 noon London time (7.00pm Hong Kong time). You will be asked to consider and pass the resolutions below. Resolutions 16 to 19 (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 2007.
2. To declare a final dividend of 56.23 US cents per ordinary share for the year ended 31 December 2007.
3. To approve the directors' remuneration report for the year ended 31 December 2007, as set out on pages 73 to 85 of the annual report and accounts.
4. To re-elect Mr M B DeNoma, an executive director retiring by rotation.
5. To re-elect Miss V F Gooding, a non-executive director retiring by rotation.
6. To re-elect Mr R H P Markham, a non-executive director retiring by rotation.
7. To re-elect Mr P A Sands, an executive director retiring by rotation.
8. To re-elect Mr O H J Stocken, a non-executive director retiring by rotation.
9. To elect Mr G R Bullock who was appointed an executive director by the Board during the year.
10. To elect Mr S B Mittal, who was appointed as a non-executive director by the Board during the year.
11. To elect Mr J W Peace, who was appointed as a non-executive director by the Board during the year.
12. To re-appoint KPMG Audit Plc as auditor to the Company until the end of next year's AGM.
13. To authorise the Board to set the auditor's fees.
14. 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$141,042,099 (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$235,070,165 in connection with:

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(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 share 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 7 May 2008 until the earlier of the end of next year's AGM and 6 August 2009 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$141,042,099 pursuant to paragraph (A) of resolution 14 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 17 set out below.

Special Resolutions

1. That if resolution 14 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,

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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$35,260,524,

such power to apply from 7 May 2008 until the earlier of the end of next year's AGM and 6 August 2009 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 141,042,099 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 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,

such authority to apply from 7 May 2008 until the earlier of the end of next year's AGM and 6 August 2009 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 15,000 US 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

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(ii) for each US 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 7 May 2008 until the earlier of the end of next year's AGM and 6 August 2009 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.

1. That the articles of association produced to the meeting and signed by the Chairman of the meeting for the purposes of identification be adopted as the new articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association.

Ordinary Resolutions

1. That in accordance with sections 366 and 367 of the Companies Act 2006, the Company and all companies that are its subsidiaries during the period for which this Resolution is effective are authorised to:

(A) make donations to political parties and/or independent election candidates not exceeding £100,000 in total;

(B) make donations to political organisations other than political parties not exceeding £100,000 in total;

(C) incur political expenditure not exceeding £100,000 in total;

(as such terms are defined in sections 363 to 365 of the Companies Act 2006) provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000 during the period beginning with the date of passing this Resolution and expiring on the earlier of the end of the next year's AGM and 6 August 2009, unless such authority has been previously renewed, revoked or varied by the Company in general meeting.

1. That the Board be authorised:

(i) to make an offer to the holders of ordinary shares (excluding any member holding shares as treasury shares) to elect to receive new ordinary shares in the capital of the Company in lieu of all or any part of any interim or final dividend paid in respect of any financial period of the Company ending on or prior to 31 December 2013 upon such terms as the Board may determine;

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

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

By order of the Board

Annemarie Durbin
Group Company Secretary
27 March 2008

Registered Office:
1 Aldermanbury Square
London EC2V 7SB

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Notes

Electronic communications

If you have chosen to receive communications electronically, please note that this applies to all shareholder documents and/or any supplemental forms published by the Company. As a result the Company will not send you any shareholder documents in paper form. Instead you will be able to view, download and complete any forms mentioned in this notice online by visiting http://investors.standardchartered.com/mypage.cfm.

Ordinary shareholders and proxy appointments

If you are an ordinary shareholder you may attend, speak and vote at the AGM or appoint one or more proxy(ies) to exercise all or any of your rights to attend and to speak and vote on your behalf at the Company's AGM. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company.

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 Monday 5 May 2008 or on the Company's branch register of members in Hong Kong by 5.00am Hong Kong time on Tuesday 6 May 2008. This will enable us to determine the number of votes you have on a poll. If the AGM is adjourned to a time after 10.00pm London time on Wednesday 7 May 2008, 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 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.

Submitting your vote electronically or the return of a completed proxy form will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.

Nominated persons

Any person who is entitled to receive this notice and who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the shareholder by whom he/ she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The statements under the paragraphs headed 'Ordinary shareholders and proxy appointments' do not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by ordinary shareholders (or by proxy(ies) appointed to act on their behalf at a general meetings) of the Company.

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Corporate representatives

In order to facilitate voting by corporate representatives at the Company's AGM, arrangements will be put in place at the Meeting so that (i) if a corporate shareholder has appointed the Chairman of the Meeting as its corporate representative to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the Meeting, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the Meeting but the corporate shareholder has not appointed the Chairman of the Meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of appointment letter if the Chairman is being appointed as described in (i) above.

Voting through ShareCare

If you hold your shares in ShareCare, you can submit your voting instruction form electronically. If you are not able to do this, you can request a form from our registrar by telephone on +44 (0) 870 702 0138. You must make sure that you electronically submit your votes or return by post the completed form to our registrar, Computershare Investor Services PLC, Bridgwater Road, Bristol BS99 6AE, UK by 12.00 noon London time on Sunday 4 May 2008.

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 stated on the proxy form, voting instruction form or the notice of availability letter) to access the service. Your PIN will expire at 12.00 noon London time on Sunday 4 May 2008 for Sharecare Account holders and 12.00 noon London time on Monday 5 May 2008 for Certificated and CREST holders.

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 through CREST

If you are a CREST member and wish to appoint a proxy or proxies 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 12.00 noon London time on Monday 5 May 2008. 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.

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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.

Poll voting procedure

According to the existing articles of association of the Company, a poll may be demanded by:

(a) the chairman of the meeting; or
(b) at least three members present in person or by proxy and entitled to vote; or
(c) any member or members present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all the members having the right to attend and vote at the meeting; or
(d) any member or members present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

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. As at 19 March 2008, the Company had 1,410,420,992 ordinary shares of US$0.50 each in issue, none of which were held in treasury. The ordinary shares carry in aggregate 352,605,248 voting rights on a poll.

Electronic poll voting system

Voting on all resolutions will be by electronic poll. On arrival at the AGM, all those entitled to vote will be required to register and given a hand held keypad containing a personalised smart card with details of their shareholding to be used for the electronic poll vote. After each resolution is put to the Meeting by the Chairman you will be asked to cast your vote by pressing a button on your keypad. Before voting at the AGM commences, you will be given instructions on how to use your keypad. All the votes present will be counted and added to those received by proxy and the provisional final votes will be shown on the screen at the front of the meeting hall. If you have already voted by proxy you will still be able to vote using the electronic poll voting system and your vote on the day will replace your proxy vote lodged previously. To facilitate these arrangements, it would be helpful if you could please arrive at the AGM venue in good time and have your attendance pass to hand. However, if you submitted your votes online you will not have an attendance pass. Instead, you will just need to confirm your name and address details with our registrar prior to admittance.

Voting results

You can obtain the results of the poll by telephoning our registrar on or after 8 May 2008. The results of the poll will be announced to the UK Listing Authority and The Stock Exchange of Hong Kong Limited and will appear on our website at http://investors.standardchartered.com on 8 May 2008.

Preference shareholders

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

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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 Plaisterers' Hall from 15 minutes before the AGM until it ends.

• Copies of the executive directors' service contracts and that of the Group Chairman.
• Copies of the letters of appointment of non-executive directors.
• The proposed new articles of association of the Company, showing the changes to the current articles as set out in resolution 19.

Interests in the share capital of the Company

As at 19 March 2008, being the latest practicable date prior to the publication of this notice, the directors held the following interests:

(i) Directors' interests in shares and options

	Total interest in ordinary shares	Total interest in ordinary shares under option	Range of option exercise prices	Range of option exercise periods
E M Davies	24,957	530,560	Nil – 1460p	2008-2017
J W Peace	5,000	-	n/a	n/a
P A Sands	50,670	1,244,094	Nil – 1460p	2008-2018
G R Bullock	132,080	360,184	Nil – 1460p	2008-2018
Sir C K Chow	15,664	-	n/a	n/a
M B DeNoma	214,509	249,468	Nil – 1460p	2008-2018
J F T Dundas	2,100	-	n/a	n/a
V F Gooding	2,045	-	n/a	n/a
R H P Markham	2,425	-	n/a	n/a
R Markland	2,194	-	n/a	n/a
R H Meddings	152,312	495,809	Nil – 1460p	2008-2018
S B Mittal	2,000	-	n/a	n/a
P D Skinner	3,289	-	n/a	n/a
O H J Stocken	10,000	-	n/a	n/a
Lord Turner	5,092	-	n/a	n/a

(ii) Substantial and major shareholders' interests in the share capital of the Company

So far as the directors are aware, as at 19 March 2008, being the latest practicable date prior to the publication of this notice, Temasek Holdings (Private) Limited is the only 'substantial shareholder' of the Company by virtue of its interest of more than 10 per cent in the Company's issued ordinary share capital exercisable at any general meeting of the Company.

The Company has been notified by the following companies of their interests in the total voting rights of the Company:

Shareholder	Number of ordinary shares	Percentage of total voting rights Direct	Percentage of total voting rights Indirect
Legal & General PLC	57,361,033	4.08
Temasek Holdings (Private) Limited	268,197,219		19.03

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Explanatory Notes

Further notes giving an explanation of the resolutions proposed in this notice will be contained in the Notice of Annual General Meeting 2008 circular which will be sent to shareholders together with the Company's 2007 Annual Report.

As at the date hereof, the Board of Directors of the Company comprises:

Chairman:
Mr Evan Mervyn Davies, CBE

Executive Directors:
Mr Peter Alexander Sands; Mr Gareth Richard Bullock; Mr Michael Bernard DeNoma and Mr Richard Henry Meddings;

Independent Non-Executive Directors:
Mr John Wilfred Peace; Sir CK Chow; Mr James Frederick Trevor Dundas; Ms Valerie Frances Gooding, CBE; Mr Rudolph Harold Peter Markham; Ms Ruth Markland; Mr Sunil Bharti Mittal; Mr Paul David Skinner; Mr Oliver Henry James Stocken and Lord Adair Turner.