Standard Chartered PLC — Proxy Solicitation & Information Statement 2024

Apr 5, 2024

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 10 May 2024 (“AGM”)

Cast your Proxy online... It's fast, easy and secure!

www.investorcentre.co.uk/eproxy

You can do this until 6 May 2024 by 6 May through 6 May 2024.

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!

Control Number: 918998

SIS: C1234567890

PN: 1234

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 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 in person or electronically, 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 10 May 2024 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 and accounts for the financial year ended 31 December 2023 together with the reports of the directors and auditors.	☐	☐	☐
2. To declare a final dividend of US$0.21 per ordinary share for the year ended 31 December 2023.	☐	☐	☐
3. To approve the annual report on directors' remuneration contained in the Directors' Remuneration Report for the year ended 31 December 2023 as set out on pages 182 to 216 of the 2023 annual report and accounts.	☐	☐	☐
4. To elect Diego De Giorgi as an executive director.	☐	☐	☐
5. To elect Diane Jurgens as an independent non-executive director.	☐	☐	☐
6. To re-elect Shiroh Ayte as an independent non-executive director.	☐	☐	☐
7. To re-elect David Conner as an independent non-executive director.	☐	☐	☐
8. To re-elect Jackson Hunt as an independent non-executive director.	☐	☐	☐
9. To re-elect John Riehl as an independent non-executive director.	☐	☐	☐
10. To re-elect Mark Ramos as an independent non-executive director.	☐	☐	☐
11. To re-elect Phil Rivett as an independent non-executive director.	☐	☐	☐
12. To re-elect David Tang as an independent non-executive director.	☐	☐	☐
13. To re-elect Dr Jinek Whats as Group Chairman.	☐	☐	☐
14. To re-elect Bill Winters as an executive director.	☐	☐	☐
15. To re-elect Dr Linda Yueh, CBE as an independent non-executive director.	☐	☐	☐
16. To re-appoint Ernst & Young LLP (EY) as auditor to the Company from the end of the AGM until the end of next year's AGM.	☐	☐	☐
17. To authorise the Audit Committee, acting for and on behalf of the Board, to set the remuneration of the auditor.	☐	☐	☐
18. To authorise the Company and its subsidiaries to make political donations and incur political expenditure within the limits prescribed in the resolution.	For	Against	Vote Withheld
---	---	---	---
19. To authorise the Board to allot ordinary shares.	☐	☐	☐
20. To extend the authority to allot ordinary shares granted pursuant to resolution 19 by such number of shares repurchased by the Company under the authority granted pursuant to resolution 25.	☐	☐	☐
21. To authorise the Board to allot shares and grant rights to subscribe for or to convert any security into shares in relation to any issues by the Company of Equity Convertible Additional Tier 1 Securities.	☐	☐	☐
Special Resolutions	☐	☐	☐
22. To authorise the Board to disapply pre-emption rights in relation to the authority granted pursuant to resolution 19.	☐	☐	☐
23. In addition to the authority granted pursuant to resolution 22, to authorise the Board to disapply pre-emption rights in relation to the authority granted pursuant to resolution 19 for the purposes of acquisitions and other capital investments.	☐	☐	☐
24. In addition to the authorities granted pursuant to resolutions 22 and 23, to authorise the Board to disapply pre-emption rights in relation to the authority granted, in respect of Equity Convertible Additional Tier 1 Securities, pursuant to resolution 21.	☐	☐	☐
25. To authorise the Company to make market purchases of its own ordinary shares.	☐	☐	☐
26. To authorise the Company to make market purchases of its own preference shares.	☐	☐	☐
27. To enable the Company to call a general meeting other than an Annual General Meeting on no less than 14 clear days' notice.	☐	☐	☐
28. To amend the Articles of the Association as set out in the resolution, subject to and conditional upon the passing of the special resolution at the Class Meeting.	☐	☐	☐

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 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 / 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:

We are now holding 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 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 Annual General Meeting 2024.

If you are an ordinary shareholder you may attend, speak and vote electronically at the AGM or appoint one or more proxy/you 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. If you are not appointed by voting within or adjacent at www.investorcentre.co.uk/eproxy. 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 on directed (even 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 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 in 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.

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.

1. 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 electronically via the Lure web-portal. Further details can be found under Appendices 2 and 3 of the Notice of AGM. Appointing of a proxy does not preclude a member from attending and voting at the AGM electronicity should they wish to do so.

2. The voting options for a member in the event of a just 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 AGM.

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 AGM, please email it to wgdn.agm@eu.com. We encourage shareholders to submit questions in advance of the meeting and we remind shareholders that they will also be able to talk questions on the day (Further details can be found under "Right to ask questions at the AGM and/or the Class meeting" in the Notice of AGM). We will endeavour to address any questions raised when an item is which it relates is under consideration by the AGM. Any questions submitted that are not relevant to the business of the AGM 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 AGM.

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 noticeably) under which it is signed must be:

☐ completed and signed

☐ sent to Computershare Hong Kong Investor Services Limited using the envelope provided, and

☐ received by Computershare Hong Kong Investor Services Limited by 6.00pm (Hong Kong time) on 6 May 2024.

☐ You can also cast your Proxy online at www.investorcentre.co.uk/eproxy. The deadline for receipt of electronic proxy instructions is also 2.00pm (Hong Kong time) on 6 May 2024.

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