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Standard Chartered PLC Proxy Solicitation & Information Statement 2024

Apr 5, 2024

4648_rns_2024-04-05_0839992a-6850-4a15-9816-935d69a2a975.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 – Class Meeting to be held on 10 May 2024 (“CM”)

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Cast your Proxy online... It's fast, easy and secure!
www.investorcentre.co.uk/eproxy

Control Number: 919011

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.
You can do this until 6 May 2024 by 7.30pm (Hong Kong time).
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 6 May 2024 at 7.30pm (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. ☐

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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 in person or electronically, speak and vote in respect of my/our full voting entitlement on my/our behalf at the Class Meeting of Standard Chartered PLC to be held at etc. venues St Paul's, 200 Aldersgate, London EC1A 4HD on 10 May 2024 at 12.30pm London time (7.30pm 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.

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.

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 CM Meeting 2024.

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 / MAY / YY

Explanatory Notes:

We are now hosting our Class Meeting 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 monitor 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 Class Meeting 2024.

If you are an ordinary shareholder you may attend, speak and vote electronically at the CM 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 Class Meeting 2024. 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 to advance at www.investorcentre.co.uk/eproxy. If you wish to appoint a proxy other than the Chair of the CM, 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 CM 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 CM to cast their votes as directed (even if you plan to attend the CM 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 CM. 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 shares 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.

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 or relation to which they are entitled to act as your proxy. Please also indicate by listing the box at the top of the Form of Proxy if the proxy instruction is one of multiple instructions being given. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise. All forms must be signed and should be returned together in the same envelope.

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).

  1. A proxy need not be a member of the Company. Where you appoint as your proxy someone other than the Chair of the CM, you are responsible for ensuring that they attend the CM and are aware of your voting intentions. A proxy may participate in the CM on the day in person or electronically via the Lumi web portal. Further details can be found under "Electronic Participation at the Class Meeting" and "In person participation at the Class Meeting" in the Notice of CM. Appointing of a proxy does not preclude you to enter the attending and voting at the CM electronically should they wish to do so.

  2. The voting options for a member in the event of a poll are 'For' or 'Against'. Alternatively you may wish to withhold your vote. However it should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. If you do not indicate a choice, your proxy may exercise his or her discretion as to whether and, if so, how he or she votes on any resolution and on any amended resolution or other procedural issue that may arise at the CM.

  3. In the case of joint holders, only the votes of the most senior holder will be accepted. The senior holder is the holder with the name that appears first on the register of members.

  4. If you have a question you would like to have addressed at the CM, please email it to [email protected]. We encourage shareholders to submit questions in advance of the meeting and we remind shareholders that they will also be able to ask questions on the day of either details can be found under "Right to ask questions at the Class meeting" in the Notice of CM). We will endeavour to address any questions listed when we face to which it relates to under consideration by the CM. Any questions submitted that are not relevant to the business of the CM will be forwarded for the attention of an appropriate executive. Submitting a question in this way does not affect your rights as a shareholder to attend the meeting electronically and speak at the CM.

  5. To appoint a proxy using the Form of Proxy above, the form and any power of attorney or any other authority (or a copy of such authority certified notarially) under which it is signed must be:

  6. completed and signed;

  7. sent to Computershare Hong Kong Investor Services Limited using the envelope provided; and
  8. received by Computershare Hong Kong Investor Services Limited by 7.30pm (Hong Kong time) on 8 May 2024.

We can also cast your Proxy unless at www.investorcentre.co.uk/eproxy. The deadline for receipt of electronic proxy instructions is also 7.30pm (Hong Kong time) on 6 May 2024.

Corporations are requested to complete this form either by seating it or by signing under the hand of its attorney or duly authorised officer.

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.