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Standard Chartered PLC Proxy Solicitation & Information Statement 2022

Mar 28, 2022

4648_rns_2022-03-28_a12acc71-543f-47aa-89a1-073ee2f8f65e.pdf

Proxy Solicitation & Information Statement

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standard chartered

STANDARD CHARTERED PLC

(Incorporated as a public limited company

in England and Wales with limited liability)

Computershare

All Correspondence to:

Computershare Hong Kong Investor Services Limited

17M Floor

Hopewell Centre

183 Queen's Road East

Wan Chai, Hong Kong

Shareholder Helpline: 2862 8555

You can check your holding at

www.computershare.com/hk/investors

Personal Identification Number

Form of Proxy – Annual General Meeting to be held on 4 May 2022 (“AGM”)

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Cast your Proxy online... It's fast, easy and secure! eproxyappointment.com/STDH

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

SRN. C1234567890 PIN. 1234

View the Annual Report online: sc.com/en/investors/financial-results

Register at www.computershare.com/hk/investors - manage your shareholding online, the easy way!

To be effective, all proxy appointments must be lodged with the Company's branch registrar at:

Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong by 2 May 2022 at 6.00pm (Hong Kong time).

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders or (ii) uniquely designated accounts. Standard Chartered PLC (the Company) and Computershare Hong Kong Investor Services Limited accept no liability for any instruction that does not comply with these conditions.

Please use a black pen. Mark with an X inside the box as shown in this example. ☐

Please complete the above box only if you wish to appoint a third party proxy other than the Chairman. Please leave the above box blank if you want to select the Chairman. Do not insert your own name(s).

We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement on my/our behalf at the Annual General Meeting of Standard Chartered PLC to be held at etc. venues St Paul's, 200 Aldersgate, London EC1A 4HD on 4 May 2022 at 11.00am London time (6.00pm Hong Kong time), and at any adjourned meeting.

  • For the appointment of more than one proxy, please refer to Explanatory Note 3 (see below).

☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made by the same shareholder.

Ordinary Resolutions For Against Vote Withheld
1. To receive the Company's annual report for the financial year ended 31 December 2021 together with the reports of the directors and auditors.
2. To declare a final dividend of US$0.08 per ordinary share for the year ended 31 December 2021.
3. To approve the annual report on remuneration contained in the Directors' Remuneration Report for the year ended 31 December 2021.
4. To approve the directors' remuneration policy contained in the Directors' Remuneration Report for the year ended 31 December 2021.
5. To elect Shireh Apte, an independent non-executive director, effective from 4 May 2022.
6. To elect Robin Lawther, CBE, an independent non-executive director, effective from 1 July 2022.
7. To re-elect David Conner, an independent non-executive director.
8. To re-elect O'Bylon Dode, an independent non-executive director.
9. To re-elect Ardy Halford, an executive director.
10. To re-elect Christine Hodgson, CBE, an independent non-executive director.
11. To re-elect Gay Huey Evans, CBE, an independent non-executive director.
12. To re-elect Maria Ramos, an independent non-executive director.
13. To re-elect Phil Rivett, an independent non-executive director.
14. To re-elect David Tang, an independent non-executive director.
15. To re-elect Carlson Tong, an independent non-executive director.
16. To re-elect Dr José Viriati, as Group Chairman.
17. To re-elect Jasmine Whitbread, an independent non-executive director.
18. To re-elect Bill Winters, an executive director.
19. To re-appoint Emat & Young LLP as auditor to the Company from the end of the AGM until the end of next year's AGM.
20. To authorise the Audit Committee, acting for and on behalf of the Board, to set the remuneration of the auditor.
For Against Vote Withheld
--- --- ---

The above summary of the resolutions should be read in accordance with the full resolutions and explanatory notes included in the Notice of Annual General Meeting 2022.

We direct that my/our proxy casts my/our vote(s) on the specified resolutions as indicated by a "X" in the appropriate boxes. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

DO | MM | YY

In the case of joint shareholders, only one shareholder need sign. In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

Explanatory Notes:

  1. We are now hosting our AGM as a combined physical and electronic meeting. We will update our shareholders as soon as reasonably possible regarding any change to the date, time or location of the meeting. As such, please modify our website and regulatory news services for any updates or contact our branch registrar, Computershare Hong Kong Investor Services Limited (Tel: 2862 8555). For further details please see the Notice of Annual General Meeting 2022.

If you are an ordinary shareholder you may attend, speak and vote electronically 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 in person or on your behalf at the Company's AGM. You may appoint a proxy to exercise all or any of your rights to attend and to speak and vote on your behalf by completing the Form of Proxy above or by voting online in advance at eproxyappointment.com/STDH. If you wish to appoint a proxy other than the Chair of the AGM, you should enter the name of the proxy into the appropriate space on the Form of Proxy above. If you sign and return the Form of Proxy with no name inserted in the box, the Chair of the AGM will be deemed to be your proxy. The Board strongly encourages shareholders to vote on all resolutions by completing their proxy form to appoint the Chair of the AGM to cast their votes as directed down if you plan to attend the AGM electronically. This is to ensure that your vote is counted if you are unable to attend and cast your vote on the day of the AGM. If the proxy is being appointed in relation to part of your holding only, please enter in the box next to the proxy's name the number of places in relation to which they are authorised to act as your proxy. If this box is left blank they will be authorised in respect of your full voting entitlement.

  1. You may appoint more than one proxy provided that each proxy is appointed in respect of the rights attached to a different share or shares held by you. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact our branch registrar, Computershare Hong Kong Investor Services Limited (Tel: 2862 8555) to request further Forms of Proxy. Alternatively, you may photocopy this Form of Proxy. Please indicate in the box next to the proxy's name the number of shares in relation to which they are entitled to act as your proxy. Please label nature by listing the box at the top of the Form of Proxy if the proxy execution is one of multiple instructions being given. No proxy may be authorised to exercise votes which are other proxy has been authorised to exercise. All forms must be signed and should be returned together in the same envelope.

  2. A proxy need not be a member of the Company. Where you appoint as your proxy someone other than the Chair of the AGM, you are responsible for ensuring that they attend the AGM and are aware of your voting intentions. A proxy may participate in the AGM on the day in person or electronic day. If you are not a member of the Company, you may be appointed in the AGM on the day in person or electronic day. If you are not a member of the Company, you may be appointed in the AGM on the day in person or electronic day.

  3. A proxy need not be a member of the Company. Where you appoint as your proxy someone other than the Chair of the AGM, you are responsible for ensuring that they attend the AGM and are aware of your voting intentions. A proxy may participate in the AGM on the day in person or electronic day. If you are not a member of the Company, you may be appointed in the AGM on the day in person or electronic day. If you are not a member of the Company, you may be appointed in the AGM on the day in person or electronic day.

The privacy and security of your personal data is taken very seriously and at all times the share issuer and registrar will comply with the prevailing laws and regulations governing confidentiality, data protection and security of information. For more information on how your personal data is processed and your privacy rights, a privacy notice is available on the share issuer's website sc.com/hk/privacy-policy-statement.

For more information on how your personal data is processed and your privacy rights, you should check with the share issuer.