Standard Chartered PLC — Proxy Solicitation & Information Statement 2009

Mar 26, 2009

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)

(Registered in England and Wales number 966425)

(Stock Code: 02888)

Notice of Annual General Meeting 2009

This year's annual general meeting ('AGM') will be held at The Honourable Artillery Company, Armoury House, City Road, London, EC1Y 2BQ on Thursday 7 May 2009 at 12.00pm UK time (7.00pm Hong Kong time). You will be asked to consider and, if thought fit, to pass the resolutions below. Resolutions 17 to 21 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

Ordinary resolutions

1. To receive the Company's annual report and accounts for the financial year ended 31 December 2008 together with the reports of the directors and auditor.
2. To declare a final dividend of 42.32 US cents per ordinary share for the year ended 31 December 2008.
3. To approve the directors' remuneration report for the year ended 31 December 2008, as set out on pages 80 to 93 of the annual report and accounts.
4. To re-elect Mr J F T Dundas, a non-executive director retiring by rotation.
5. To re-elect Mr R H P Markham, a non-executive director retiring by rotation.
6. To re-elect Ms R Markland, a non-executive director retiring by rotation.
7. To re-elect Mr R H Meddings, an executive director retiring by rotation.
8. To re-elect Mr J W Peace, a non-executive director retiring by rotation.
9. To elect Mr S P Bertamini, who has been appointed an executive director by the board since the last AGM of the Company, as an executive director.
10. To elect Mr J G H Paynter, who has been appointed a non-executive director by the board since the last AGM of the Company, as a non-executive director.
11. To re-appoint KPMG Audit Plc as auditor to the Company from the end of the AGM until the end of next year's AGM.
12. To authorise the board to set the auditor's fees.

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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 has effect 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 at the end of the next year's AGM, unless such authority has been previously renewed, revoked or varied by the Company in a general meeting.

1. That the authorised share capital of the Company be increased from US$2,816,000,000, £500,000,000 and € 1,000,000,000 to US$3,316,000,000, £500,000,000, € 1,000,000,000, AED100,000,000, HKD100,000,000, INR1,000,000,000, KRW500,000,000,000 and SGD100,000,000 by the creation of:

(A) 1,000,000,000 ordinary shares of US$0.50 each;

(B) 100,000,000 non-cumulative preference shares of AED1 each;

(C) 100,000,000 non-cumulative preference shares of HKD1 each;

(D) 100,000,000 non-cumulative preference shares of INR10 each;

(E) 100,000,000 non-cumulative preference shares of KRW5,000 each; and

(F) 100,000,000 non-cumulative preference shares of SGD1 each.

1. That the board be authorised to allot relevant securities (as defined in the Companies Act 1985):

(A) up to a nominal amount of US$189,697,263;

(B) comprising equity securities (as defined in the Companies Act 1985) up to a nominal amount of US$632,324,211 (including within such limit any relevant securities allotted under paragraph (A) above and paragraph (C) below) in connection with an offer by way of a rights issue:

(a) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(b) to holders of other equity securities as required by the rights of those securities or as the board otherwise considers necessary, and so that the board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

(C) up to a nominal amount of US$316,162,105.50] (including with such limit any relevant securities allotted under paragraph (A) above) in connection with a scrip dividend scheme or similar arrangement implemented in accordance with the articles of association of the Company;

(D) 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;

(E) (in substitution for the authorities granted in 2005) comprising non-cumulative preference shares of £1.00 each up to a nominal amount of £304,715,000, non-cumulative preference shares of

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US$5.00 each up to a nominal amount of US$1,497,612,500 and non-cumulative preference shares of €1,000 each up to a nominal amount of €1,000,000,000;

(F) comprising preference shares up to a nominal amount of AED100,000,000, HKD100,000,000, INR1,000,000,000, KRW500,000,000,000 and SGD100,000,000;

such authorities to apply in the case of paragraphs (A), (B), (C) and (D) until the end of next year's AGM (or, if earlier, until the close of business on 6 August 2010) and in the case of paragraphs (E) and (F), until 6 May 2014 unless previously cancelled or varied by the Company in a 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 nominal amount of US$189,697,263 pursuant to paragraph (A) of resolution 15 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 18.

Special resolutions

1. That if resolution 15 is passed, 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 is treated as an allotment of equity securities under 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:

(A) to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under paragraph (B) of resolution 15, by way of a rights issue only):

(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to holders of other equity securities as required by the rights of those securities or, as the board otherwise considers necessary, and so that the board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(B) in the case of the authority granted under paragraph (A) of resolution 15 and/or in the case of any transfer of treasury shares which is treated as an allotment of equity securities under section 94(3A) of the Companies Act 1985, to the allotment (otherwise than under paragraph (A) above) of equity securities up to a nominal amount of US$474,424,315.50,

such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 6 August 2010) 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 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 189,697,263 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

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(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 until the end of next year's AGM (or, if earlier, until the close of business on 6 August 2010) but during this period the Company may agree to purchase ordinary shares where the purchase may not be completed (fully or partly) until after the authority ends and the Company 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 to make market purchases (as defined in the Companies Act 1985) of up to 477,500 preference shares of US$5.00 each and up to 195,285,000 preference shares of £1.00 each 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 for each 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 until the end of next year's AGM (or, if earlier, until the close of business on 6 August 2010) but during this period the Company may agree to purchase such preference shares where the purchase may not be completed (fully or partly) until after the authority ends and the Company may make a purchase of such preference 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.

2. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

By order of the board

Annemarie Durbin
Group Company Secretary

Registered Office:
1 Aldermanbury Square
London EC2V 7SB

27 March 2009

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Notes

Right to attend AGM

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 UK time on Tuesday 5 May 2009 or on the Company's branch register of members in Hong Kong by 5.00am Hong Kong time on Wednesday 6 May 2009. This will enable us to determine how many votes you have on a poll. If the AGM is adjourned to a time after 10.00pm UK time on Thursday 7 May 2009, 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.

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. A proxy may be appointed by any of the following methods:

• Electronic proxy. Shareholders on the Hong Kong branch register of members may appoint a proxy electronically, which is a quicker, simpler and more efficient method of appointment. If you wish to appoint a proxy electronically, you will need an internet enabled PC. For best results we recommend that you use the latest vendor supported release of the following browsers: Microsoft Internet Explorer, Mozilla Firefox or Apple Safari. In addition to improving your experience on the site, upgrading your browser will provide the latest browser security updates. You can then appoint your proxy online at www.computershare.com/investors/proxy/HK/EN. You will need your Shareholder Reference Number (SRN) and Personal Identification Number (PIN) (both of which are stated on the accompanying proxy form) to access the service. Your PIN will expire at 7.00pm on Tuesday 5 May 2009. 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;

• Completing and returning the enclosed proxy form to our branch registrar Computershare Hong Kong Investor Services Limited, Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for shareholder enquiries, telephone: 2862 8555);

IMPORTANT – Whichever method you choose, any proxy form or other instrument appointing a proxy must be received by the Company's branch registrar no later than 7.00pm Hong Kong time on Tuesday 5 May 2009 to be valid. Appointing a proxy electronically or the return of a completed proxy form will not prevent a shareholder attending the AGM and voting in person if s/he wishes to do so.

Nominated persons

If this document is sent to you as a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') you may, under an agreement between you and the shareholder by whom you were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If you, as a Nominated Person, have no such proxy appointment right or do not wish to exercise it, you 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 '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 meeting 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 AGM so that (i) if a corporate shareholder has appointed the Chairman of the AGM 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 AGM, 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 AGM but the corporate shareholder has not appointed the Chairman of the AGM 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. In particular, the Company notes the recommendation of the Institute of Chartered Secretaries and Administrators that corporate shareholders intending to vote part(s) of their shareholdings in different ways appoint proxies rather than corporate representatives.

Electronic poll voting procedure

A poll will be called on all resolutions at the AGM. The poll voting will be by electronic means. On arrival at the AGM, all those entitled to vote will be required to register and you will be given a hand held keypad containing a personalised smart card with details of your shareholding to be used for the electronic poll vote. After each resolution is put to the AGM by the Chairman, you will be asked to cast your vote by pressing a button on 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 room. 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 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 and you will need to confirm your name and address details with our registrar prior to admittance. Before the AGM commences, you will be given instructions on how to use your keypad at the AGM.

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 20 March 2009, the Company had 1,896,972,634 ordinary shares of US$0.50 each in issue, none of which were held in treasury. The ordinary shares carry in aggregate 474,243,158 voting rights on a poll.

You can obtain the results of the poll by telephoning our registrar on or after 8 May 2009. 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 2009.

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 announcement until the end of the AGM and at The Honourable Artillery Company from 15 minutes before the AGM until it ends.

• Copies of the executive directors' service contracts.
• Copies of the letters of appointment of non-executive directors and that of the Acting Chairman.
• A copy of the proposed new articles of association of the Company, and a copy of the existing articles of association marked to show the changes being proposed by resolution 20.
• The Companies Act 1985 and the Companies Act 2006.

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Interests in the share capital of the Company

As at 20 March 2009, being the latest practicable date prior to the publication of this announcement, 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
J W Peace*	6,648	–	n/a	n/a
P A Sands	132,875	1,705,536	Nil – 1088	2009 – 2019
S P Bertamini*	40,659	246,807	Nil	2011 – 2019
G R Bullock	218,939	401,145	Nil – 1017	2009 – 2019
J F T Dundas*	2,792	–	n/a	n/a
V F Gooding	2,753	–	n/a	n/a
R H P Markham*	3,312	–	n/a	n/a
R Markland*	2,997	–	n/a	n/a
R H Meddings*	221,879	600,951	Nil – 931	2009 – 2019
S B Mittal	2,000	–	n/a	n/a
J G H Paynter*	2,659	–	n/a	n/a
P D Skinner	6,293	–	n/a	n/a
O H J Stocken	15,280	–	n/a	n/a

• standing for election or re-election

(ii) Substantial and major shareholders' interests in the total voting rights of the Company

So far as the directors are aware, as at 20 March 2009, being the latest practicable date prior to the publication of this announcement, 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 company of its 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
Temasek Holdings (Private) Limited	356,613,884	Nil	18.81

Explanatory Notes

Further notes giving an explanation of the resolutions proposed in this notice will be contained in the Notice of Annual General Meeting 2009 circular which will be sent to shareholders together with the Company's Annual Report and Accounts 2008.

As at the date of this announcement, the Board of Directors of the Company comprises:

Acting Chairman:
Mr John Wilfred Peace

Executive Directors:
Mr Peter Alexander Sands; Mr Stefano Paolo Bertamini; Mr Gareth Richard Bullock and Mr Richard Henry Meddings;

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Independent Non-Executive Directors:

Mr James Frederick Trevor Dundas; Ms Valerie Frances Gooding, CBE; Mr Rudolph Harold Peter Markham; Ms Ruth Markland; Mr Sunil Bharti Mittal; Mr John Gregor Hugh Paynter; Mr Paul David Skinner and Mr Oliver Henry James Stocken.