Standard Chartered PLC — Proxy Solicitation & Information Statement 2024

Apr 5, 2024

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

(Incorporated as a public limited company in England and Wales with limited liability)

(Registered Number: 966425)

(Stock Code: 02888)

Notice of Class Meeting of the Holders of Ordinary Shares

NOTICE IS HEREBY GIVEN that a Class Meeting of the holders of the Ordinary Shares of US$0.50 each in the capital of Standard Chartered PLC (the "Company") (the "Ordinary Shares") will be held at etc. venues St Paul's, 200 Aldersgate, London EC1A 4HD at 12.30 pm UK time (7.30 pm Hong Kong time) on Friday 10 May 2024 (or as soon thereafter as the Annual General Meeting convened for 11.00 am UK time (6.00 pm Hong Kong time) on the same day and at the same place has been completed or adjourned) to consider and, if thought fit, pass the following resolution, which will be proposed as a Special Resolution:

Capitalised terms used in this Notice of Class Meeting shall have the same meanings as are given to them in the Company circular dated 8 April 2024 (the "Circular"), unless the context otherwise requires.

Special Resolution

THAT this Class Meeting of the holders of the Ordinary Shares in the Company hereby sanctions and consents to every variation, alteration, modification or abrogation of the rights, privileges and restrictions attaching to the Ordinary Shares which is or may be involved in or effected by the passing or implementation of resolution 28 as set out in the Notice of Annual General Meeting of the Company amending the Company's Articles of Association.

By Order of the Board

Standard Chartered PLC

Adrian de Souza

Group Company Secretary

Hong Kong, 8 April 2024

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General Information

Right to attend the Class Meeting

As with the AGM, if you want to attend the Class Meeting in person or electronically and vote, you must be registered in the Company's register of members in the UK as the holder of Ordinary Shares at 10.00 pm UK time on 8 May 2024 or in the Company's branch register of members in Hong Kong at 5.00 am Hong Kong time on 9 May 2024. For more information, please refer to the section titled "Right to attend the AGM and/or Class Meeting" on page 21 of the Circular.

Right to ask questions at the Class Meeting

As with the AGM, any ordinary shareholder attending the Class Meeting may ask questions. For more information, please refer to the section titled "Right to ask questions at the AGM and Class Meeting" on page 21 of the Circular. This section applies equally to the Class Meeting.

Proxy appointments

If you are an ordinary shareholder you may attend, speak and vote in person or electronically at the Class Meeting 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 Class Meeting. For more information, please refer to the section titled "Proxy Appointments" on pages 21 and 22 of the Circular. This section applies equally to the Class Meeting.

Nominated Persons

As with the AGM, any person to whom the Circular is sent 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 s/he was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Class Meeting. For more information, please refer to the section titled "Nominated persons" on page 22 of the Circular. This section applies equally to the Class Meeting.

Corporate representatives

Any corporation which is an ordinary shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as an ordinary shareholder provided that they do not do so in relation to the same shares. To do so, please follow the instructions on pages 22 and 23 of the Circular, under the title "Corporate Representatives". This section applies equally to the Class Meeting.

Poll voting procedure

The Company will call a poll on the resolution at the Class Meeting. This allows the votes of both ordinary shareholders who have lodged proxies and ordinary shareholders who attend the meeting in person or electronically to be taken into account. For more information, please refer to information on page 23 of the Circular, under the title "Poll voting procedure". This section applies equally to the Class Meeting.

Translation

In the case of any conflict between any translation and this English text, this English text shall prevail.

Data Processing

Attendees are reminded that their personal data may be processed for the purposes of the Class Meeting. Further information can be found in the privacy policy at sc.com/en/privacy-policy.

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Preference Shareholders

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

Electronic participation at the Class Meeting

Please refer to pages 27 and 28 of the Circular for information on joining the Class Meeting electronically. This section applies equally to the Class Meeting.

In person participation at the Class Meeting

The Class Meeting will be held at 12.30 pm UK time (7.30 pm Hong Kong time) on Friday 10 May 2024 (or as soon thereafter as the Annual General Meeting convened for 11.00 am UK time (6.00 pm Hong Kong time) on the same day has been completed or adjourned). Please refer to page 29 of the Circular for information on in-person participation at the Class Meeting.

The Company does not contact its shareholders directly to provide recommendation advice, nor does it appoint third parties to do so. As required by law, our shareholder register is available for public inspection. As the Company cannot control the use of information obtained by persons inspecting the register, please treat any approaches providing recommendation advice purporting to originate from the Company with caution. The Company's shareholder register is administered by Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, UK (for shareholder enquiries, telephone: +44 (0)370 702 0138 or refer to the website: www.investorcentre.co.uk/contactus).

As at the date of this announcement, the Board of Directors of Standard Chartered PLC comprises:

Chairman:
José María Viñals Iñiguez

Executive Directors:
William Thomas Winters, CBE and Diego De Giorgi

Independent Non-Executive Directors:
Shirish Moreshwar Apte; David Philbrick Conner; Jacqueline Hunt; Diane Enberg Jurgens; Robin Ann Lawther, CBE; Maria da Conceicao das Neves Calha Ramos (Senior Independent Director); Philip George Rivett; David Tang; Carlson Tong and Linda Yi-chuang Yueh, CBE