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Standard Chartered PLC — Proxy Solicitation & Information Statement 2026
Mar 26, 2026
4648_rns_2026-03-26_d55aecc3-aaee-435f-9810-b01092c11ac8.pdf
Proxy Solicitation & Information Statement
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standard chartered
Notice of Annual General Meeting 2026
The Honourable Artillery Company (HAC), Armoury House, West Gate, Bunhill Row, London EC1Y 2BQ
Thursday 7 May 2026 at 11.00am UK time
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt regarding any aspect of the proposals referred to in this document or the action you should take, you should consult a stockbroker, solicitor, accountant, or other appropriate independent professional adviser.
If you have sold or otherwise transferred all of your shares, please pass this document together with any accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, so that they can pass these documents on to the person who now holds the shares.
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.
This document, for which the directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules (the HKLR) for the purpose of giving information with regard to Standard
Chartered PLC (the Company). The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading.
27 March 2026
STANDARD CHARTERED PLC
LSE Stock Code: STAN.LN
HKSE Stock Code: 02888
Incorporated as a public limited company in England and Wales
Letter from the Group Chair
To ordinary shareholders and, for information only, preference shareholders and information rights holders
27 March 2026

Maria Ramos
Group Chair

Dear Shareholder,
I am pleased to be writing to you with details of our Annual General Meeting (AGM), which we are holding on Thursday 7 May 2026 at 11.00 am UK time at The Honourable Artillery Company (HAC), Armoury House, West Gate, Bunhill Row, London EC1Y 2BQ.
This is my first AGM as Group Chair of Standard Chartered PLC, and it comes at a time when our strategy continues to prove its resilience and adaptability amid a volatile and complex external environment. Our strong financial performance and momentum in 2025 reflect the disciplined execution of that strategy. The role of the Board is to maintain this momentum and to translate our clear strategic intent into sustained outcomes.
Reflecting the Board's confidence in the Group's prospects, the Board is pleased to recommend for approval a final dividend of 49 cents per ordinary share for the year ended 31 December 2025. This brings the total full year 2025 dividend per ordinary share to 61.3 cents, a 65 per cent increase on the 2024 dividend per share. For more details on the options available for receiving your dividend and the arrangements for calculating and paying it please visit sc.com/shareholders. As we look ahead, it is vital that our strategy remains responsive to a significantly shifting environment. We are committed to continually assessing and balancing the risks and uncertainties we face, while remaining alert and adaptable in our approach. In doing so, we aim to protect the progress we have made and support the long-term success of Standard Chartered for the benefit of all our stakeholders.
Standard Chartered's valued behaviours – do the right thing, never settle and better together – are central to the delivery of the strategy, how we manage risk, serve clients and build trust. The Board continues to focus on how these behaviours are reinforced through leadership, incentives and everyday decision-making, and on ensuring that the tone from the top is consistently reflected throughout the organisation.
Your Board
I was appointed as Group Chair at the conclusion of last year's AGM. This followed the retirement of José Viñals, who stepped down from the Board and as Group Chairman on the same day. I would like to thank José for his outstanding leadership through a period of exceptional change for the global banking system and the Group. We are grateful for the significant contribution he has made to the Group's success and for his care and diligence in ensuring a seamless transition.
In fulfilling its responsibilities, it is critical that the Board maintains a balance and diversity of perspective, skills and experience and remains engaged, informed and forward-looking in its oversight. Following my appointment as Chair in May, Phil Rivett succeeded me as Senior Independent Director. Phil was also appointed Chair of the Board Risk Committee in August, and Jackie Hunt took over as Chair of the Audit Committee in September.
On 10 February 2026, Pete Burrill was appointed interim Group Chief Financial Officer (GCFO), succeeding Diego De Giorgi who stepped down from the Board on the same day. Pete joined the Group in 2017 as Group Head, Central Finance and Deputy Chief Financial Officer of Standard Chartered Bank. Pete's broad sectoral and Group experience ensures robust continuity in our finance leadership and alignment with our strategy. A decision on the permanent GCFO appointment will be made in due course. Pete was not appointed as a director and, accordingly, will not stand for election at this year's AGM. The Board thanks Diego for his contribution to the Group and wishes him well for the future.
The Board, as part of its core governance mandate, continues to focus on long-term succession planning for the Board and its committees and provides oversight of detailed executive and senior management succession plans, ensuring the Group remains well positioned to deliver its strategy and long-term objectives.
Standard Chartered | Notice of Annual General Meeting 2026
Letter from the Group Chair
AGM arrangements
This document contains important information about the business of the meeting and instructions on how to vote.
We are holding the AGM as a physical meeting and all shareholders are welcome to attend in person. If you are unable to attend, you can still vote and ask questions on the business of the meeting. Further details on attending the meeting in person can be found on pages 18 to 21.
Your questions
Shareholders attending the meeting in person will be able to vote and ask questions directly. Questions can also be submitted in advance of the meeting by sending an email to [email protected].
Your vote
Your vote is important. You are strongly encouraged to complete and submit a proxy form (or voting instruction form) to appoint the Chair of the AGM as your proxy, even if you intend to attend the AGM. This will ensure your votes are cast in accordance with your wishes. Appointing a proxy will not prevent you from attending the AGM in person and voting on the day. All proxy forms for the AGM, including voting instruction forms for ShareCare members, must be received by 11.00am UK time or 6.00pm Hong Kong time on 5 May 2026.
Voting at the AGM on the resolutions is required to be conducted by way of a poll. All the votes made in person will be counted and added to those received by proxy. If you have already voted by proxy you will still be able to vote in person and your vote on the day will replace your proxy vote lodged previously.
Further instructions for voting, including instructions for registering your vote before the meeting, can be found on pages 20 and 21.
Recommendation
The Board considers all the resolutions in this document to be in the best interests of the Company and its shareholders and unanimously recommends that all ordinary shareholders vote in favour of them. The directors intend to vote, in respect of their own shares, in favour of all the resolutions (except for resolution 17, on which Bill and I (and our associates) will abstain from voting). For more information, see page 6.
In line with our sustainability agenda and commitments to reduce our impact on the environment, we encourage UK shareholders to request electronic communications and payment of dividends by registering at www.investorcentre.co.uk. For Hong Kong shareholders, this can be actioned at computershare.com/hk/contact.
I look forward to welcoming you at our AGM.
Yours sincerely,

Maria Ramos
Group Chair
Standard Chartered | Notice of Annual General Meeting 2026
Notice of Annual General Meeting 2026 and Explanatory Notes
This year's AGM will be held at The Honourable Artillery Company (HAC), Armoury House, West Gate, Bunhill Row, London EC1Y 2BQ on Thursday 7 May 2026 at 11.00am UK time.
You will be asked to consider the following resolutions.
Resolutions 1 to 19 (inclusive) are proposed as ordinary resolutions, which must each receive more than 50 per cent of the votes cast in order to pass. Resolutions 20 to 25 (inclusive) are proposed as special resolutions, which must each receive at least 75 per cent of the votes cast in order to pass. Please note that a vote 'withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'for' or 'against' a resolution.
The results of the voting on the resolutions at the AGM will be announced to the London Stock Exchange and The Stock Exchange of Hong Kong Limited (Hong Kong Stock Exchange), and published on our website sc.com/agm following the conclusion of the meeting.
At the date of this document, no shares are held by the Company in treasury. Unless otherwise stated, references in this document to: (i) the issued ordinary share capital of the Company are to the issued ordinary share capital of the Company (2,243,710,167 ordinary shares) as at 13 March 2026 (being the latest practicable date prior to the publication of this document (the Latest Practicable Date)); and (ii) $ and cents are to US dollar and cents, respectively.
| Resolution summary | ||
|---|---|---|
| Resolutions | Category | Page number |
| 1 to 3 | Accounts, dividend and remuneration | 4 and 5 |
| 4 to 13 | Directors' re-election | 5 |
| 14 and 15 | Appointment of auditor and auditor fees | 5 |
| 16 | Political donations | 5 |
| 17 to 19 | Share allotment authorities | 6 and 7 |
| 20 to 22 | Disapplication of pre-emption rights | 7 and 8 |
| 23 and 24 | Purchase of own ordinary shares and preference shares | 9 and 10 |
| 25 | Notice period for general meetings | 10 |
Ordinary Resolutions
Annual Report and Accounts
- To receive the Company's annual report and accounts for the financial year ended 31 December 2025 together with the reports of the directors and auditors.
The purpose of this resolution is for shareholders to receive and consider the audited annual accounts and the reports of the directors and auditors of the Company for the year ended 31 December 2025.
Final Dividend
- To declare a final dividend of 49 cents per ordinary share for the year ended 31 December 2025.
If shareholders approve resolution 2, the final dividend of 49 cents per ordinary share will be paid in either sterling, Hong Kong dollars or US dollars on 14 May 2026 to shareholders on the UK register of members at 10.00pm UK time on 20 March 2026, and to shareholders on the Hong Kong branch register of members at the opening of business in Hong Kong (9.00am Hong Kong time) on 20 March 2026.
2025 Final Dividend Options
Shareholders will receive their 2025 final year dividend as cash. The options available for receiving your cash dividend and the arrangements for calculating and paying the cash dividend are set out on sc.com/shareholders.
The cash dividend is quoted in US dollars and the amount that shareholders will receive in Hong Kong dollars or sterling is calculated by using the forward US dollar/Hong Kong dollar or US dollar/sterling exchange rate as displayed on the appropriate page of the Bloomberg screen or equivalent at or around 2.00pm (UK time) on 24 April 2026, which will be published on our website at sc.com/shareholders.
The Hong Kong Stock Exchange granted a waiver to the Company on 7 December 2011 from compliance with Rule 13.66(2) of the HKLR and Note 3 thereunder relating to record dates for the Company's final dividend.
Standard Chartered | Notice of Annual General Meeting 2026
Notice of AGM 2026 and Explanatory Notes
Directors' remuneration report
- To approve the annual report on directors' remuneration contained in the Directors' Remuneration Report for the year ended 31 December 2025 as set out on pages 180 to 206 of the 2025 annual report and accounts.
The Directors' Remuneration Report sets out the pay and benefits received by each of the directors for the year ended 31 December 2025. The Company is required to seek shareholders' approval for the contents of this report on an annual basis. The vote will be advisory.
Directors' re-election (Resolutions 4 - 13)
In accordance with the UK Corporate Governance Code 2024 all continuing directors will stand for re-election at each AGM. The Board is satisfied that it continues to maintain an appropriate balance of skills, experience and knowledge and that all non-executive directors standing for re-election are independent both of the Company and in character and judgement.
To re-elect by separate resolutions each of:
- Shirish Apte as an independent non-executive director
- Jackie Hunt as an independent non-executive director
- Diane Jurgens as an independent non-executive director
- Robin Lawther, CBE as an independent non-executive director
- Lincoln Leong as an independent non-executive director
- Maria Ramos as Group Chair
- Phil Rivett as an independent non-executive director
- David Tang as an independent non-executive director
- Bill Winters, CBE as an executive director
- Dr Linda Yueh, CBE as an independent non-executive director
Each director undergoes a formal evaluation which confirms that they make an effective and valuable contribution to the Board and demonstrate commitment to the role. The Board is satisfied with the outcome of these reviews and recommends each director's re-election.
Biographical details, as at the Latest Practicable Date, of our directors standing for re-election are set out on pages 11 to 15.
Appointment of Auditor/Auditor fees
- 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.
The Board proposes that EY be re-appointed auditor to the Company to hold office from the end of this AGM until the end of next year's AGM.
- To authorise the Audit Committee, acting for and on behalf of the Board, to set the remuneration of the auditor.
This resolution seeks shareholders' approval for the Audit Committee to set auditor remuneration. Details of the remuneration paid to the Company's external auditors for 2025 can be found on page 420 of the 2025 annual report and accounts.
Political donations
- That in accordance with sections 366 and 367 of the Companies Act 2006 (the Act), 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; and
(C) incur political expenditure not exceeding £100,000 in total,
(as such terms are defined in sections 363 to 365 of the Act) 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 of this resolution and expiring at the end of next year's AGM.
The Group's policy is not to make political donations and none were made in the year ended 31 December 2025. However, since the definitions of political donations and political expenditure used in the Act are very wide it is possible that certain routine activities of the Company and its subsidiaries might unintentionally fall within the broad scope of the provisions. Any political donations or expenditure regulated by the Act must be approved by shareholders at a general meeting and be disclosed in the next year's annual report. Accordingly, the directors are seeking shareholders' approval to renew this authority as a precautionary measure to ensure that the Group does not inadvertently breach the provisions in the Act.
The authority being sought will be effective until the end of next year's AGM.
Standard Chartered | Notice of Annual General Meeting 2026
Notice of AGM 2026 and Explanatory Notes
Share allotment authorities
- That the Board be authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:
(A) up to a nominal amount of $224,371,016.50 (such amount to be restricted to the extent that any allotments or grants are made under paragraphs (B) or (C) so that in total no more than $373,951,694.50 can be allotted under paragraphs (A) and (B) and no more than $747,903,389 can be allotted under paragraphs (A), (B) and (C));
(B) up to a nominal amount of $373,951,694.50 (such amount to be restricted to the extent that any allotments or grants are made under paragraphs (A) or (C) so that in total no more than $373,951,694.50 can be allotted under paragraphs (A) and (B) and no more than $747,903,389 can be allotted under paragraphs (A), (B) and (C)), in connection with a scrip dividend scheme or similar arrangement implemented in accordance with the Articles of Association of the Company;
(C) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a nominal amount of $747,903,389 (such amount to be restricted to the extent that any allotments or grants are made under paragraphs (A) or (B) so that in total no more than $747,903,389 can be allotted under paragraphs (A), (B) and (C)) in connection with an offer by way of a rights issue:
(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
(D) pursuant to the terms of any share scheme of the Company or any of its subsidiaries or subsidiary undertakings,
such authorities to apply until the end of next year's AGM (or, if earlier, until the close of business on 6 August 2027) but, in each such case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended. For the purposes of the Hong Kong Listing Rules, any reference in this resolution 17 to an allotment or grant of rights to subscribe for, or convert any security into, shares shall be deemed to include a sale or transfer of treasury shares.
This resolution seeks approval to renew the authorities granted to the directors at last year's AGM to allot shares or grant rights to subscribe for or convert any security into shares (collectively Allotments).
Paragraphs (A), (B) and (C) seek authority to make Allotments representing up to a maximum of two-thirds of the total issued ordinary share capital of the Company, broken down as follows:
(A) up to 20 per cent by way of a general power to make Allotments;
(B) a further 13.33 per cent in connection with a scrip dividend only; and
(C) up to two-thirds less any Allotments under (A) and (B), in connection with a rights issue only.
In addition to the authorities under paragraphs (A), (B) and (C), paragraph (D) seeks approval to authorise directors to make Allotments under share schemes operated by any member of the Group.
Under Rule 7.19A(1) of the HKLR, a proposed rights issue that increases either the number of issued shares or the market capitalisation of the Company by more than 50 per cent (on its own or aggregated with rights issues or open offers announced or commenced within the previous 12 months) must be approved by minority shareholders (i.e. shareholders other than (i) any controlling shareholder for the purposes of the HKLR; or (ii) where there are no such controlling shareholders, the executive directors and the Group Chair) in a general meeting by a resolution on which the executive directors, the Group Chair and their respective associates abstain from voting. However, the Hong Kong Stock Exchange granted the Company a waiver from strict compliance on the basis that:
(A) the executive directors, the Group Chair and their respective associates abstain from voting on the relevant resolution at the AGM; and
(B) the Company need not obtain further minority shareholder approval provided that:
(i) the market capitalisation of the Company will not increase by more than 50 per cent as a result of the proposed rights issue; and
(ii) the outcome of the relevant resolution would not have been altered if any new executive directors or new Group Chair appointed since the AGM that were shareholders at the time of the AGM and voted in favour of the resolution had in fact abstained from voting.
Other than for Allotments under the Company's share schemes, the directors have no present intention to exercise the powers sought by resolution 17.
The authorities sought in resolution 17 will expire at the end of next year's AGM (or, if earlier, at the close of business on 6 August 2027).
- That the authority granted to the Board pursuant to paragraph (A) of resolution 17 be extended by the addition of such number of ordinary shares of 50 cents each repurchased by the Company under the authority granted pursuant to resolution 23, to the extent that such extension would not result in the authority to allot shares or grant rights to subscribe for or convert securities into shares pursuant to resolution 17 exceeding a nominal amount of $747,903,389.
As permitted by the HKLR, resolution 18 seeks to extend the directors' authority to make Allotments pursuant to paragraph (A) of resolution 17 to include any shares repurchased by the Company under the authority sought by resolution 23.
Standard Chartered | Notice of Annual General Meeting 2026
Notice of AGM 2026 and Explanatory Notes
- That, in addition to any authority granted pursuant to resolution 17 (if passed), the Board be authorised to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of $168,278,262.50 (or 336,556,525 shares), representing approximately 15 per cent of the Company's nominal issued ordinary share capital as at the Latest Practicable Date, in relation to any issue by the Company or any subsidiary or subsidiary undertaking of the Company (together, the Group) of Equity Convertible Additional Tier 1 Securities (ECAT1 Securities) that automatically convert into or are exchanged for ordinary shares in the Company in prescribed circumstances where the Board considers that such an issuance of ECAT1 Securities would be desirable in connection with, or for the purposes of complying with or maintaining compliance with the regulatory capital requirements or targets applicable to the Group from time to time, such authority to expire at the end of next year's AGM (or, if earlier, at the close of business on 6 August 2027) but so that, in the period before the authority ends, the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.
The effect of resolution 19 is to give the Board the authority to make Allotments of ordinary shares in the Company up to approximately 15 per cent of the Company's issued ordinary share capital in connection with the issue of ECAT1 Securities.
Please see the Appendix for more information on ECAT1 Securities. This resolution 19 should also be read together with the notes to resolution 22 which relate to the ability of the Company to allot ECAT1 Securities, and shares issued upon conversion or exchange of ECAT1 Securities, without the need to first offer them to existing shareholders.
The authority sought under resolution 19 is not contemplated by the guidance issued by the Investment Association. The Board may use the authority sought under resolution 19 as it considers desirable to meet the capital needs of the Group. This authority is in addition to the authority proposed under resolution 17.
The authority sought under resolution 19 will expire at the end of next year's AGM (or, if earlier, at the close of business of 6 August 2027). Any part of this authority unused by that date will automatically lapse.
Special Resolutions
Disapplication of Pre-emption rights
- That if resolution 17 is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006 (the Act)) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power to be limited:
(A) to the allotment of equity securities and sale of treasury shares for cash in connection with a scrip dividend scheme or similar arrangement implemented in accordance with the Articles of Association of the Company;
(B) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities under the authorities granted under paragraphs (A) and (C) of resolution 17 (but in the case of the authority granted under paragraph (C) of resolution 17, 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
(C) in the case of the authority granted under paragraph (A) of resolution 17, to the allotment (otherwise than under paragraphs (A) and (B) above) of equity securities or sale of treasury shares up to a nominal amount of $56,092,754,
such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 6 August 2027) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
This resolution would give the directors the authority to allot shares (or sell any shares which the Company holds in treasury) for cash, in the context of a pre-emptive offering (such as a rights issue, open offer or scrip dividend), without first offering them to existing shareholders in proportion to their existing shareholdings, where, for example, legal or practical difficulties in jurisdictions outside the UK may prevent the allocation of shares on a purely pro rata basis. In addition to the above, this resolution would give the directors authority to generally make allotments or sales of up to an aggregate nominal amount of $56,092,754 (representing 112,185,508 ordinary shares of 50 cents each) on a non pre-emptive basis. This represents approximately five per cent of the issued ordinary share capital of the Company.
Standard Chartered | Notice of Annual General Meeting 2026
Notice of AGM 2026 and Explanatory Notes
In respect of the authorities sought under resolutions 20, 21 and 22, the directors acknowledge the provisions of the Pre-Emption Group's most recent Statement of Principles published in November 2022 (the 2022 Statement of Principles). The directors will continue to keep emerging market practice under review but consider that the limits of 5 per cent of the issued ordinary share capital of the Company in resolutions 20 and 21 continue to provide sufficient flexibility to the Company at present.
Other than for Allotments under the Company's share schemes, the directors have no present intention to exercise the powers sought by resolutions 20 and 21. If the powers sought by resolutions 20 and 21 are used in relation to a non-pre-emptive offer, the directors confirm their intention to follow the shareholder protections contained in paragraph 1 of Part 2B of the 2022 Statement of Principles. While the resolution does not specifically provide for follow-on offers, where relevant, the directors confirm their intention to follow the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the 2022 Statement of Principles.
The authorities sought pursuant to resolution 20 will expire at the end of next year's AGM (or, if earlier, at the close of business on 6 August 2027).
- That, if resolution 17 is passed, the Board be given the power in addition to any power granted under resolution 20, to allot equity securities (as defined in the Companies Act 2006 (the Act)) for cash and/or to sell ordinary shares held by the Company as treasury shares for cash under the authority granted under paragraph (A) of resolution 17 as if section 561 of the Act did not apply to any such allotment or sale, such power to be:
(A) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of $56,092,754; and
(B) used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,
such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 6 August 2027) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
This resolution is intended to give the Company flexibility to make non pre-emptive issues of ordinary shares in connection with acquisitions and other capital investments as contemplated by the 2022 Statement of Principles. The power under this resolution is in addition to that proposed by resolution 20 and would be limited to allotments or sales of an additional five per cent of the issued ordinary share capital of the Company. In accordance with the 2022 Statement of Principles, the directors confirm that this authority will only be used in connection with an acquisition or specified capital investment that is announced contemporaneously with the issue, or that has taken place in the preceding 12-month period and is disclosed in the announcement of the issue.
The authority sought pursuant to resolution 21 will expire at the end of next year's AGM (or, if earlier, at the close of business on 6 August 2027).
- That, in addition to the powers granted pursuant to resolutions 20 and 21 (if passed), and if resolution 19 is passed, the Board be given the power to allot equity securities (as defined in the Companies Act 2006 (the Act)) for cash under the authority given by resolution 19 as if section 561 of the Act did not apply, such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 6 August 2027) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.
The effect of resolution 22 is to give the Board authority to allot ECAT1 Securities without first offering them to existing shareholders. This will allow the Company to manage its capital in the most efficient and economic way for the benefit of shareholders.
If passed, resolution 22 will authorise the Board to make Allotments on a non pre-emptive basis for up to approximately 15 per cent of the Company's issued ordinary share capital, such authority to be exercised in connection with the issue of ECAT1 Securities.
Should a Trigger Event occur (please see the Appendix for more information on ECAT1 Securities and their Trigger Events) the ECAT1 Securities will convert into or be exchanged for shares in the Company. The Board may elect to include within the terms of an ECAT1 Security an option for the Company to give shareholders the opportunity to purchase the ordinary shares created on conversion or exchange of any ECAT1 Securities on a pro rata basis, where practicable and subject to applicable laws, regulations and the terms of each instrument.
The authority sought under resolution 22 will expire at the end of next year's AGM (or, if earlier, at the close of business on 6 August 2027).
Standard Chartered | Notice of Annual General Meeting 2026
Notice of AGM 2026 and Explanatory Notes
Purchase of own Ordinary Shares and Preference Shares
- That the Company be authorised for the purposes of section 701 of the Companies Act 2006 (the Act) to make market purchases (as defined in the Act) of its ordinary shares of 50 cents each provided that:
(A) the Company does not purchase more than 224,371,016 shares under this authority;
(B) the Company does not pay less for each share (before expenses) than the nominal value of the share; and
(C) the Company does not pay more for each share (before expenses) than the higher of (i) five 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 and (ii) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out (including when the shares are traded on different trading venues),
such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 6 August 2027) but during this period the Company may agree to purchase 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. For the purposes of determining compliance with the conditions in paragraphs (B) and (C), the nominal value of the share or the relevant price (respectively) shall, if necessary, be converted into the currency in which the purchase is to be made, calculated by reference to the spot rate of exchange between the currency of the nominal value or of the price (as applicable) and the currency in which the purchase is to be made, as displayed on the appropriate page of the Bloomberg screen (or on the appropriate page of such other information service which publishes that rate from time to time) at or around 11.00am UK time on the business day before the day the Company agrees to buy such share.
The effect of this resolution is to renew the authority granted to the Company to purchase its own shares up to a maximum of 224,371,016 ordinary shares until next year's AGM (or, if earlier, until the close of business on 6 August 2027) at, or between, the minimum and maximum prices specified in this resolution. This is approximately 10 per cent of the Company's issued ordinary share capital. No repurchases of shares will be conducted on the Hong Kong Stock Exchange.
The Company renewed its general authority to purchase its own shares at the 2025 AGM (the 2025 Authority) and announced on 24 February 2026 the intention to commence buying back ordinary shares of 50 cents each with a value of up to $1.5 billion (the 2026 Buyback). Purchases of shares pursuant to the 2026 Buyback commenced on 25 February 2026 and will end no later than 24 August 2026. As at the Latest Practicable Date, the Company had purchased 10,132,520 shares pursuant to the 2026 Buyback under the 2025 Authority. If this resolution is passed, share purchases made pursuant to the 2026 Buyback from the date of this AGM will be made under the authority sought under this resolution.
The directors believe that it is in the best interests of the Company and all of its shareholders to have a general authority for the Company to buy back its ordinary shares in the market in order to provide flexibility in the management of the Company's capital base. The directors intend to keep under review the potential to purchase further ordinary shares. Purchases will only be made if the directors consider that the purchase would be for the benefit of the Company and of its shareholders generally, considering relevant factors and circumstances at that time, for example the effect on earnings per share. The Company may cancel any such shares or hold them in treasury for eventual sale for cash, transfer in connection with an employee share scheme or cancellation. No dividends will be paid on, and no voting rights will be exercised in respect of, shares held in treasury. The directors intend to cancel shares purchased pursuant to this authority or hold them in treasury, subject to market conditions.
The total number of conditional rights and options (whether discretionary or otherwise) to subscribe for ordinary shares outstanding at the Latest Practicable Date, was 81,801,441 which represented 3.65 per cent of the issued ordinary share capital at that date. As at the Latest Practicable Date, there were no warrants over ordinary shares outstanding. If the Company were to purchase the maximum number of ordinary shares permitted under this resolution and under the remaining 2025 Authority, the proportion of ordinary shares subject to outstanding conditional rights and options (whether discretionary or otherwise) would represent approximately 4.31 per cent of the issued ordinary share capital.
Standard Chartered | Notice of Annual General Meeting 2026
Notice of AGM 2026 and Explanatory Notes
- That the Company be authorised to make market purchases (as defined in the Companies Act 2006) of up to 15,000 preference shares of $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; and
(B) the Company does not pay more for each share (before expenses) than 25 per cent above the following:
(i) in respect of the USD preference shares, the Composite Bloomberg Bond Trader bid price shown on the relevant Bloomberg page ALLQ for the relevant preference share (or any replacement page which displays that price) at or around 11.00am UK time on the business day before the day on which the Company agrees or (if earlier) publicly announces an offer or invitation to buy such share;
(ii) in respect of the GBP preference shares, the London Stock Exchange bid price shown on the relevant Bloomberg page ALLQ for the relevant preference share (or any replacement page which displays that price) at or around 11.00am UK time on the business day before the day on which the Company agrees or (if earlier) publicly announces an offer or invitation to buy such share;
(iii) in respect of either USD or GBP preference shares, where the relevant bid price is not available under (i) or (ii), the highest independent bid price shown on the relevant Bloomberg page ALLQ for the relevant preference share (or any replacement page which displays that price) at or around 11.00am UK time on the business day before the day on which the Company agrees or (if earlier) publicly announces an offer or invitation to buy such share,
such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 6 August 2027) but during this period the Company may agree to purchase shares where the purchase may not be completed (fully or partly) until after the authority ends and the Company may make a purchase of shares in accordance with any such agreement as if the authority had not ended. For the purposes of determining compliance with the conditions in paragraphs (A) and (B), the nominal value of the share or the relevant price (respectively) shall, if necessary, be converted into the currency in which the purchase is to be made, calculated by reference to the spot rate of exchange between the currency of the nominal value or of the relevant price (as applicable) and the currency in which the purchase is to be made, as displayed on the appropriate page of the Bloomberg screen (or on the appropriate page of such other information service which publishes that rate from time to time) at or around 11.00am UK time on the business day before the day the Company agrees or (if earlier) publicly announces an offer or invitation to buy such share.
The effect of this resolution is to renew the authority granted to the Company to purchase up to 195,285,000 GBP preference shares and up to 15,000 USD preference shares. No preference shares have been repurchased since the last AGM.
While it is important to have a capital base which is adequate to allow the business to grow and which appears to offer an
appropriate balance between risk and profitability, it is equally important that the Company does not carry excessive amounts of capital and that it uses the most appropriate mix of capital instruments on the balance sheet. Having the authority to buy back all the issued preference shares would provide the Company with further flexibility in managing the capital base. Accordingly, the directors believe that it is in the best interests of the Company and its shareholders as a whole to have the authority sought by this resolution. Depending on the structure of any such Buyback, additional authority from shareholders may be required.
The directors intend to keep under review the potential to buy back preference shares, taking into account other investment and funding opportunities.
The authority will be exercised only if the directors believe that to do so would be in the interests of shareholders generally.
If the Company purchases any of its preference shares, those shares will be cancelled.
Notice period for General Meetings
- That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
The notice period required for general meetings of the Company is 21 clear days and this resolution seeks approval to reduce that to a minimum of 14 clear days for any meetings before the next AGM.
The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.
The shorter notice period would not be used routinely for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. The Company will make electronic voting available to all shareholders for any such meeting.
AGMs will require at least 21 clear days' notice.
By order of the Board

Scott Corrigan
Group Company Secretary, Standard Chartered PLC
1 Basinghall Avenue, London EC2V 5DD
Registered in England and Wales number 966425
27 March 2026
Standard Chartered | Notice of Annual General Meeting 2026
Directors' biographies
Committee key
A Committee Chair
A Audit Committee
BI Board Risk Committee
CS Culture and Sustainability Committee
DWI Governance and Nomination Committee
R Remuneration Committee
Shirish Apte (73)
Independent Non-Executive Director
Appointed May 2022. Shirish was appointed to the Court of Standard Chartered Bank in January 2023.

Experience Shirish has extensive corporate, investment banking, risk management, commercial and retail banking experience.
Career Shirish spent more than 30 years with Citigroup, where he focused on corporate and investment banking, and managed commercial and retail banking businesses at country and regional level. He has strong risk experience and was a Senior Credit Officer and a Senior Securities Officer at Citigroup. Shirish was Co-CEO for Citi's Europe, Middle East and Africa business from 2008 to 2009, and Regional CEO Asia Pacific from 2009 to 2011. He was Chair of Asia Pacific Banking from 2012 until his retirement in 2014. He was on the Executive and Operating Committees of Citigroup from 2008 to 2014. From June 2014 until October 2022, he was an independent non-executive director at the Commonwealth Bank of Australia.
Shirish holds a Bachelor of Commerce from Calcutta University, an MBA from London Business School and qualified as a chartered accountant with the Institute of Chartered Accountants, England and Wales.
External appointments Shirish is an independent non-executive director at Singapore Life Pte Ltd and Hillhouse Investments. He is also an independent non-executive director of Keppel Corporation Limited, where he is Chair of its nomination and board risk committees.
Committees A B D I A
Contribution Shirish's corporate, investment banking, risk management, commercial and retail banking experience positively impact the Group's continued development and review of its strategy at both country and regional levels. Shirish's accounting, banking and financial services experience and his understanding of UK and overseas regulatory and governance frameworks will continue to add value to the Board. The Board recommends Shirish's re-election.
Jackie Hunt (57)
Independent Non-Executive Director
Appointed October 2022. Jackie was appointed to the Court of Standard Chartered Bank in October 2022.

Experience Jackie is a chartered accountant and has spent most of her career within financial services. She brings significant UK and international financial services experience, including asset management, insurance, regulatory and accounting knowledge.
Career Jackie has held several senior management positions in companies including Hibernian Group, Norwich Union Insurance (now Aviva), PricewaterhouseCoopers (PwC) and RSA Insurance. From 2016 until 2021, Jackie was a member of the Allianz SE management board. Prior to that, Jackie was an executive director of Prudential plc and CEO of Prudential UK, Europe and Africa. She was Group Chief Financial Officer of Standard Life plc from 2010 to 2013, where she helped transform the life insurer into a diverse savings, pensions and asset management business. Jackie was previously the Senior Independent Director of National Express Group PLC, a non-executive director of TheCityUK and the Deputy Chair of the FCA Practitioner Panel. She was also an independent non-executive director of Man Group PLC, Rothesay Life PLC and OneWeb Holdings Limited.
Jackie has a Bachelor of Accountancy and a Bachelor of Commerce from the University of Witwatersrand, Johannesburg. She qualified as a chartered accountant with the South African Institute of Chartered Accountants.
External appointments Jackie is an independent non-executive director of Willis Towers Watson plc and director of Extraprop Unlimited.
Committees A B D I A
Contribution Jackie offers extensive expertise in financial, asset management, insurance, regulatory and technical accounting, as well as strategic and commercial insight. Her wealth of experience in leadership roles helps provide oversight of the Group's business across its global network and support the Group's strategic business plan through 2026 and beyond. The Board recommends Jackie's re-election.
Standard Chartered | Notice of Annual General Meeting 2026
Directors' biographies
Diane Jurgens (63)
Independent Non-Executive Director
Appointed March 2024. Diane was appointed to the Court of Standard Chartered Bank in March 2024.

Experience Diane has significant expertise in driving technology, product development and innovation to transform business operations across the mass media and entertainment, mining, automotive and aerospace sectors. She has led teams globally, having worked across 25 countries many of which align to the Group's footprint markets within Asia, Africa and the Middle East as well as in Latin America and Europe. She also has 14 years of experience operating on the ground in both China and Singapore.
Career From 2020 to 2023, Diane was Executive Vice President and Chief Information Officer at The Walt Disney Company, where she oversaw Disney's global enterprise technology organisation. From 2015 to 2020, Diane was Chief Technology Officer of the multinational mining and metals company BHP, where, largely based in Singapore, she was responsible for leading capital programme delivery, technology operations, cyber security, data privacy, and research and development. From 2012 to 2015, Diane was President and Managing Director of an American and Chinese joint venture, Shanghai Onstar Telematics, and was based in Shanghai. Prior to that, Diane held numerous senior executive positions at General Motors including several global roles across many of the Group's key markets.
Diane holds Bachelor's and Master's degrees in electrical engineering and software engineering from the University of Washington and an MBA from Seattle University.
External appointments Diane is a non-executive director of the World 50 Group and Dean's Advisory Board Member on the University of Washington College of Engineering.
Committees (n) (8)
Contribution Diane's leadership, technology, transformation and innovation expertise, P&L management and deep global experience of operating across the Group's footprint has added to the diversity of perspective on the Board, especially in relation to global transformation programmes across a variety of businesses and industries. The Board recommends Diane's re-election.
Robin Lawther, CBE (64)
Independent Non-Executive Director
Appointed July 2022.

Experience Robin brings extensive international banking experience in global markets and financial institutions with specialist knowledge in investment banking, mergers and acquisitions and capital raising.
Career Robin spent over 25 years at JP Morgan Chase in several senior executive positions. She has valuable executive and non-executive experience across global markets and has considerable understanding of regulatory and governance issues. From 2019 to 2021, she served as a non-executive director on the board of M&G plc. In January 2014, Robin joined Shareholder Executive (now UK Government Investments), as a non-executive board member until completing her term in May 2022. She received a CBE for services to finance and diversity in the Queen's Birthday Honours 2020. From 2016 to 2020, Robin was a non-executive board member of Oras Invest; and from 2014 to 2023, she served as an independent non-executive director of Nordea Bank Abp.
Robin holds a BA Honours in Economics from the University of North Carolina at Chapel Hill and an MSc in Accountancy and Finance from the London School of Economics.
External appointments Robin is a non-executive director at ICG plc, an independent board member at Ashurst LLP and a Global advisory board member at Aon PLC.
Committees (8) (11) (12)
Contribution Robin's extensive international banking experience in global markets and financial institutions adds significant value to the balance of skills and expertise on the Board. Robin's specialist knowledge in investment banking, mergers and acquisitions, and capital raising will continue to support the Group's strategic business plan through 2026 and beyond. The Board recommends Robin's re-election.
Standard Chartered | Notice of Annual General Meeting 2026
Directors' biographies
Lincoln Leong (65)
Independent Non-Executive Director
Appointed November 2024. Lincoln was appointed to the Court of Standard Chartered Bank in November 2024.

Experience Lincoln is a chartered accountant with experience in investment management and investment banking.
Career Lincoln spent more than 15 years at MTR Corporation Limited in a range of executive roles, becoming its Chief Executive Officer from 2015 to 2019. Prior to this he held a number of senior roles within private equity and investment banking including as a partner at Capital Z Asia Limited, Senior Vice President of Investment Banking at Lehman Brothers Asia Ltd and Director of, followed by Head of Corporate Finance at, Schroders Asia Ltd. Lincoln started his career as an accountant at PwC in 1982 in London and Vancouver. He was previously a non-executive director of Jardine Strategic Holdings Limited and Mandarin Oriental International Limited, and an independent non-executive director of Link Asset Management Limited (manager of the listed Link Real Estate Investment Trust) and SUNeVision Holdings Ltd.
Lincoln holds a Master and a Bachelor of Arts Degree from the University of Cambridge and qualified as a chartered accountant of the Institute of Chartered Accountants in England and Wales and the Canadian Institute of Chartered Accountants.
External Appointments Lincoln is an independent non-executive director of Standard Chartered Bank (Hong Kong) Limited, an independent non-executive director and Chair of the audit committee of the China Resources Land Limited, a non-executive director of Hongkong Land Holdings Limited, a board member and executive committee member of The Community Chest of Hong Kong and Vice Chair supervisory board member and executive committee member of the Hong Kong Housing Society.
Committees (A)
Contribution Lincoln has substantial financial, accounting and investment management experience together with extensive knowledge of, and connections in, Hong Kong, which supports the Group's insight into one of its key markets. He has broad strategic and commercial expertise, having held a range of senior roles within private equity and investment banking, and in both private and publicly listed companies and will continue to add value to the Board. The Board recommends Lincoln's re-election.
Maria Ramos (67)
Group Chair
Appointed January 2021 and Group Chair in May 2025. Maria was appointed to the Court of Standard Chartered Bank in January 2021.

Experience Maria has extensive CEO, banking, commercial, financial, policy and international experience.
Career Maria served as Chief Executive Officer of ABSA Group Limited (previously Barclays Africa Group) from 2009 to 2019. Before joining ABSA, Maria was the Group Chief Executive of Transnet Ltd for five years. Prior to her CEO career, Maria served for seven years as Director General of South Africa's National Treasury. Maria has served on several boards, including Sanlam Ltd, Remgro Ltd, The Public Investment Corporation as well as ABSA Group Limited; she has also served on several international boards including SABMiller plc, Saudi British Bank and was Chair of AngloGold Ashanti PLC until May 2024. She was also a non-executive director of Compagnie Financière Richemont SA before stepping down in March 2025.
Maria holds a Bachelor of Commerce degree and an Honours degree in Economics from the University of the Witwatersrand in Johannesburg, a Master's degree in Economics from the School of Oriental and African Studies in London and a Banker's Diploma. She is also a Certified Associate of the Institute of Bankers (South Africa).
External appointments Maria is a member of the Group of Thirty, sits on the International Advisory Board of the Blavatnik School of Government at Oxford University, is an advisory board member of the Wits Foundation Board of Governors, a board member of the Institute of International Finance, a member of the Leadership Council of TheCityUK, a committee member of the Hong Kong Association, a member of the National Financial Regulatory Administration International Advisory Council and a High-Level Private Sector Advisory Group member of the Asian Development Bank.
Committees (A)
Contribution Maria's sizeable experience and expertise as a CEO and across banking, commercial, policy and financial services on an international scale supports the Group's intention to continue its focus on helping people and companies prosper across our footprint. This in turn supports the Group's strategic business plan through 2026 and beyond. The Board recommends Maria's re-election.
Standard Chartered | Notice of Annual General Meeting 2026
Directors' biographies
Phil Rivett (70)
Independent Non-Executive Director
Appointed May 2020. Phil was appointed to the Court of Standard Chartered Bank in May 2020. Phil was appointed Senior Independent Director in May 2025.

Experience Phil has significant professional accountancy and audit experience in the financial services sector.
Career Phil joined PwC in 1976, becoming a partner in 1986. He spent more than 30 years at PwC and was lead relationship partner for several FTSE 100 companies, including several international banks and financial services institutions. He has substantial international experience, having worked with banks across the Middle East and Asia, in particular China.
He became Leader of PwC's Financial Services Assurance practice in 2007 and was appointed Chair of its Global Financial Services Group in 2011. Phil has sat on several global financial services industry groups, producing guidelines for best practice in governance, financial reporting and risk management.
Phil holds a BSc in Physics from Imperial College, London. He is a fellow of the Institute of Chartered Accountants in England and Wales.
External appointments Phil is an independent non-executive director and Chair of the audit committee at Nationwide Building Society and Virgin Money UK PLC.
Committees A B C D
Contribution Phil's in-depth knowledge and experience of the financial services sector, complemented by his significant understanding of the regulatory and governance framework in the UK and overseas, brings substantial accounting and financial experience to the Board, specifically in a banking and financial services context.
This supports the Group's strategic business plan through 2026 and beyond. The Board recommends Phil's re-election.
David Tang (71)
Independent Non-Executive Director
Appointed June 2019.

Experience David has a deep understanding and experience of emerging technologies most notably in Mainland China.
Career David has more than 30 years of international and Chinese operational experience in the technology and venture capital industries, covering venture investments, sales, marketing, business development, research and development, and manufacturing. From 1989 to 2004, David held several senior positions in Apple, Digital Equipment Corp and 3Com based in China and across the Asia Pacific region. From 2004 to 2010, David held various positions at Nokia, including Corporate Vice President, Chair of Nokia Telecommunications Ltd and Vice Chair of Nokia (China) Investment Co. Ltd. He went on to become Corporate Senior Vice President and Regional President of Advanced Micro Devices, Greater China, before joining NGP Capital (Nokia Growth Partners) in Beijing as Managing Director and Partner in 2013, a position he held until June 2021. David was a non-executive director of Kingsoft Corporation, a Chinese software and internet services company.
David holds a Bachelor's degree in Computer Science and Engineering and an MBA from California State University.
External appointments David is a non-executive director of JOYY Inc and founding member of the Hong Kong AI Foundation.
Committees B
Contribution David's significant experience across emerging technology and venture capital industries, as well as an in-depth knowledge of the Asia Pacific region, reinforces the Group's ambition to continue to be a leading global innovator within the banking industry. The Board recommends David's re-election.
Standard Chartered | Notice of Annual General Meeting 2026
Directors' biographies
Bill Winters, CBE (64)
Group Chief Executive
Appointed June 2015. Bill was appointed to the Court of Standard Chartered Bank in June 2015 and is a member of the Group Management Team and a director of Standard Chartered Holdings Limited.

Experience Bill is a career banker with significant frontline global banking experience and a proven track record of leadership and financial success.
Career Bill began his career with JP Morgan, where he went on to become one of its top five executives and later Co-Chief Executive Officer at the investment bank from 2004 until 2009. Bill was a committee member of the UK Independent Commission on Banking where he recommended ways to improve competition and financial stability.
Subsequently, he served as an advisor to the UK Parliamentary Commission on Banking Standards and was asked by the Court of the Bank of England to complete an independent review of the Bank of England's liquidity operations. In 2011, Bill founded Renshaw Bay, an alternative asset management firm, where he was Chair and CEO until his appointment to the Standard Chartered PLC Board.
Bill received a CBE in 2013 and was previously a non-executive director of Pension Insurance Corporation plc and RIT Capital Partners plc. He stepped down as a non-executive director of Novartis International AG in March 2025.
Bill holds a Bachelor's degree in International Relations from Colgate University and an MBA from the Wharton School at the University of Pennsylvania.
External Appointments Bill is a non-executive director of Stripe Inc (now Stripe LLC). He is also an Advisory Group Member of the Integrity Council for Voluntary Carbon Markets and a Board Advisor to the International Rescue Committee.
Contribution Bill's experience as a banker with significant frontline global banking experience and a proven track record of leadership and financial success reinforces the Group's development as a leading international bank across a range of markets. This supports the Group's strategic business plan through 2026 and beyond. The Board recommends Bill's re-election.
Dr Linda Yueh, CBE (54)
Independent Non-Executive Director
Appointed January 2023. Linda was appointed to the Court of Standard Chartered Bank in January 2023.

Experience Linda is a renowned economist and financial broadcaster with a diverse range of skills and experience across financial services, technology, not-for-profit and business-to-business service sectors.
Career Linda has held various academic and advisory roles after starting her career as a corporate lawyer. Linda was Economics Editor at Bloomberg News from 2010 to 2012 and Chief Business Correspondent for the BBC from 2013 to 2015. She was a Visiting Professor at LSE IDEAS at the London School of Economics and Political Science from 2019 to 2022 and served on the Independent Review Panel on Ring-Fencing and Proprietary Trading for HM Treasury.
Linda held non-executive directorships with Scottish Mortgage Investment Trust Plc, London & Partners Ltd and JPMorgan Asia Growth & Income Plc. She was Senior Independent Director of Fidelity China Special Situations Plc, Trustee of the Coutts Foundation and Adviser to the UK Board of Trade. Linda was awarded a CBE for Services to Economics in the 2023 New Year Honours List.
Linda has a BA from Yale University, a Master of Public Policy from Harvard University, a JD from New York University School of Law and a D.Phil. in Economics and MA from the University of Oxford.
External appointments Linda is an independent non-executive director of Rentokil Initial Plc, Segro Plc and the Independent Football Regulator, Chair of the Royal Parks charity, Chair of Baillie Gifford's The Schiehallion Fund Ltd, Senior Advisor to the CEO at Greene King, Fellow at St Edmund Hall, Oxford University, Adjunct Professor of Economics at London Business School, a Trustee of the Fidelity UK and International Foundations, an Associate Fellow at Chatham House and an Advisory member of the UK Soft Power Council and the English Law Promotion Panel.
Committees
Contribution Linda's diverse academic, financial, investment management and international experience, together with her deep knowledge across many of the Group's markets, ensures that she brings a different perspective to the Board discussions and continues to add value to the Board through 2026 and beyond. The Board recommends Linda's re-election.
Standard Chartered | Notice of Annual General Meeting 2026
Directors' information
As at the date of this document, the Board of Directors of the Company comprises:
Group Chair: Maria Da Conceicao das Neves Calha Ramos.
Executive director: William Thomas Winters, CBE.
Independent non-executive directors: Shirish Moreshwar Apte, Jacqueline Hunt, Diane Enberg Jurgens, Robin Ann Lawther, CBE, Lincoln Kwok Kuen Leong, Philip George Rivett (Senior Independent Director), David Tang and Dr Linda Yi-Chuang Yueh, CBE.
Shrish Apte, Jackie Hunt, Diane Jurgens, Robin Lawther, CBE, Lincoln Leong, Phil Rivett, David Tang and Linda Yueh, CBE are all independent non-executive directors and therefore have contracts for service in place. All independent non-executive directors' appointments are subject to a three-month notice period which can be served by either party.
Bill Winters, CBE has a contract of employment with a notice period of one year. Maria Ramos has a contract for service with a notice period of six months.
None of the directors standing for re-election has any relationship with any other director, member of senior management or substantial or controlling shareholder of the Company.
The biographical information in respect of each of these directors (see pages 11 to 15) complies with the disclosure requirements as set out in the HKLR. As such, there are no other matters that need to be brought to the attention of holders of securities of the Company and no other information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the HKLR. Each independent non-executive director has confirmed their independence under the criteria set out in Rule 3.13 of the HKLR.
The interests in the ordinary shares of the Company, as at the Latest Practicable Date, held by the directors standing for re-election, are set out on page 17. The annual salary/fee for directors and additional fees for being a member or chair of a Board Committee are set out below.
| Name and role | Annual Salary/fee^{1} | |
|---|---|---|
| Maria Ramos Group Chair^{1} | £1,293,000 | |
| Bill Winters, CBE Group Chief Executive^{2} | £1,530,000 | |
| Senior Independent Director | £48,000 | |
| Independent Non-Executive Director | £123,000 | |
| Committee | Member fee | Chair fee |
| Audit | £43,000 | £85,000 |
| Culture and Sustainability | £37,000 | £75,000 |
| Governance and Nomination | £19,000 | Nil |
| Remuneration | £43,000 | £85,000 |
| Board Risk | £43,000 | £85,000 |
| Combined US Operations Risk Committee^{3} | £40,000 | N/A |
- Maria Ramos is the Chair of the Group and receives fees as shown above. She does not receive a fee in respect of her duties as the chair of the Governance and Nomination Committee.
- As of the Latest Practicable Date, Bill Winters received an annual salary as set out above. In addition, as an executive director, Bill is eligible to receive performance-related compensation.
- Shrish Apte receives an additional fee of £40,000 as a member of the Combined US Operations Risk Committee, which is a Committee of the Court of Standard Chartered Bank.
16 Standard Chartered | Notice of Annual General Meeting 2026
Directors' information
Salary levels for executive directors are reviewed annually by the Remuneration Committee, taking account of any changes to the scope or responsibility of the role, the individual's development in the role, alignment with market-competitive levels, and consideration of the average salary increases made across the Group.
Full details of all directors' compensation, including how salary levels are reviewed and performance-related compensation eligibility, are outlined in the Directors' Remuneration Report found in pages 180 to 206 of the 2025 annual report and accounts.
Directors' interests in shares and options
General information
As at the Latest Practicable Date, the directors standing for re-election held the following interests:
| Total beneficial interest in ordinary shares | Total interest in ordinary shares under award | Range of award vesting/exercise periods | Sharesave exercise price | |
|---|---|---|---|---|
| Shirish Apte | 2,000 | – | – | – |
| Jackie Hunt | 2,000 | – | – | – |
| Diane Jurgens | 8,888 | – | – | – |
| Robin Lawther, CBE | 2,000 | – | – | – |
| Lincoln Leong | 13,369 | – | – | – |
| Maria Ramos | 2,000 | – | – | – |
| Phil Rivett | 2,128 | – | – | – |
| David Tang | 2,000 | – | – | – |
| Bill Winters, CBE | 3,237,563 | 3,267,640 | 2026-2032 | N/A |
| Linda Yosh, CBE | 2,000 | – | – | – |
Major interests in shares and voting rights
As at the Latest Practicable Date, there have been two changes to the information notified to the Company in accordance with DTR 5 from holders of notifiable interests in the Company's issued share capital as is contained on page 212 of the 2025 annual report and accounts. The updated notifiable interests are outlined in the table below:
| Notifiable Interests | Indirect ordinary shares (based on voting rights disclosed) | Percentage of capital disclosed | Nature of holding as per disclosure | Date issuer notified |
|---|---|---|---|---|
| Temasek Holdings (Private) Limited | 405,300,789 | 18.01 | Indirect | 4 March 2026 |
| Blackrock, Inc. | 183,640,172 | 5.55 | Indirect (5.01%) Securities Lending (0.39%) Contracts for Difference (0.14%) | 20 October 2018 |
| The Capital Group Companies, Inc. | 105,072,343 | 4.67 | Indirect | 10 March 2026 |
| Schroders Plc | 36,744,077 | 4.95 | Indirect | 14 June 2022 |
Standard Chartered | Notice of Annual General Meeting 2026
General information
The AGM
The AGM will be held at The Honourable Artillery Company (HAC), Armoury House, West Gate, Bunhill Row, London EC1Y 2BQ, on Thursday 7 May 2026 at 11.00am UK time. Entry to the HAC will only be permitted via the entrance on Bunhill Row.
A map showing the location of the venue can be found below:
The AGM will start promptly at 11.00am UK time; you should allow 30 minutes for security and registration formalities.

Registration
Upon arrival, please go to the registration desks which will be clearly signposted. Please bring your shareholder attendance card with you. If you do not have an attendance card, you will need to confirm your name and address details with our registrar prior to admittance.
Guests are not entitled to attend the meeting, but a shareholder may be permitted to bring one guest in limited circumstances at the discretion of the Company. Shareholders wishing to bring a guest must notify the Company's registrar in advance using the contact details under 'Registrar's details and enquiries' below.
Security
For your safety, security checks will be carried out on entry to the venue, which may include body searches and examining all hand baggage. Please note that you will be asked to leave large bags in the cloakroom. Use of laptops and recording equipment (including cameras) will not be permitted during the AGM. Mobile phones and all other electronic devices should be turned off throughout the AGM. Items which may be used for disruptive purposes, such as banners, costumes, leaflets or whistles, are prohibited. You will not be permitted to take liquids into the venue. Any person who refuses to comply with the appropriate security measures in place may be denied entry into the venue.
Please be aware that we do not permit behaviour that may interfere with anyone's security, safety or the good order of the meeting and unacceptable behaviour will be dealt with appropriately. Anyone who does not comply may be removed from the meeting and the premises.
Refreshments
Light refreshments will be available in the reception areas both before and after the AGM.
Attending the AGM
If you want to attend the AGM and vote, you must be on the Company's register of members in the UK at 10.00pm UK time on 5 May 2026 or on the Company's branch register of members in Hong Kong at 5.00am Hong Kong time on 6 May 2026. If the AGM is adjourned to a time after 11.00am UK time on 7 May 2026, you must be on the Company's register of members in the UK at 10.00pm UK time on the date two business days prior to the day of the adjourned meeting or on the Company's branch register of members in Hong Kong at 5.00am Hong Kong time on the date one business day prior to the day of the adjourned meeting. We will advise you in the notice of any adjourned meeting when you need to be on the register to be able to attend and vote.
All shareholders, proxies and joint shareholders may attend and speak at the AGM. However, in the case of a joint shareholder only the vote of the first-named shareholder present (in person or by proxy) at the AGM shall be accepted.
Changes to the register of members after the relevant deadline will be disregarded in determining the rights of any person to attend and vote at the AGM.
Asking questions
Any member attending the AGM has the right to ask questions. If you wish to ask a question at the AGM, please raise your hand and wait for the Chair of the meeting to invite you to ask your question.
Members can also submit questions in advance of the AGM by sending your question via email to [email protected] before 11.00am UK time on 7 May 2026. Any questions submitted that are not relevant to the business of the AGM will be forwarded for the attention of an appropriate executive. If you have not submitted a question by this deadline, you will still have the opportunity to ask questions at the AGM. Asking questions in advance of the meeting does not affect your rights as a shareholder to attend and speak at the AGM.
The Company must answer questions relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the AGM, or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Shareholders may follow up on any answers given to a question at the AGM by emailing [email protected].
Standard Chartered | Notice of Annual General Meeting 2026
General information
Access
The venue has full wheelchair access. If you are hard of hearing, an induction loop system will be available in the room. Anyone accompanying a shareholder in need of assistance will be admitted to the AGM. If any shareholder with a disability has a question regarding attendance, please contact Group Corporate Secretariat at Standard Chartered PLC, 1 Basinghall Avenue, London EC2V 5DD (telephone: +44 (0) 20 7885 8888 / email: [email protected]).
First aid
First aid facilities will be available. Please approach any member of Standard Chartered staff.
Receiving cash dividends
For information on the payment of cash dividends, including default currency options, dividend elections and changing your dividend standing instruction, please see sc.com/shareholders.
Please see below key dates for your information:
- Deadline for dividend currency election forms: 16 April 2026.
- Deadline for exchange rate calculation on dividend payment: 24 April 2026.
Registrar's details and enquiries
Computershare Investor Services PLC maintain the Company's share register. For enquiries about the AGM or your shareholdings, please contact the relevant registrar below:
- UK registered shareholders: Computershare Investor Services PLC. By post: The Pavilions, Bridgwater Road, Bristol BS99 6ZZ. By telephone: +44 (0)370 702 0138 (8.30am to 5.30pm (UK time) Monday to Friday, excluding UK public holidays). Please also refer to www.investorcentre.co.uk/contactus.
- Hong Kong registered shareholders: Computershare Hong Kong Investor Services Limited. By post: 17M, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong. By telephone: +852 2862 8555. Please also refer to computershare.com/hk/investors.
Audit statement
Under section 527 of the Companies Act 2006 (the Act), members meeting the threshold requirements in that section may require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which the annual accounts and reports were laid. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527
of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.
Website
A copy of the AGM notice and other information required by section 311A of the Act, can be found at sc.com/agm.
Electronic communication
You may not use any electronic address provided in either this AGM notice or any related documents (including the proxy form) to communicate with the Company for any purposes other than those expressly stated.
Inspection of documents
The following documents will be available for inspection at 1 Basinghall Avenue, London, EC2V 5DD and at the offices of our Hong Kong legal advisers, Slaughter and May at 47th Floor, Jardine House, One Connaught Place, Central, Hong Kong from the date of this document until the end of the meeting during normal business hours (excluding public holidays):
- copies of the executive directors' contracts of employment;
- copies of the Group Chair's and independent non-executive directors' contracts for service;
- copies of the directors' deeds of indemnity;
- a copy of the current articles of association of the Company.
These documents will also be available at the physical place of the meeting for at least 15 minutes before, and during, the meeting.
Translation
In the case of any conflict between any translation and this English text, this English text shall prevail.
Recording
A full recording of the AGM will not be made available.
Data processing
Attendees are reminded that their personal data may be processed for the purposes of the AGM. Further information can be found in the privacy policy at sc.com/en/privacy-policy.
Preference shareholders
Only ordinary shareholders may attend, speak and vote at the AGM. This document is sent to holders of preference shares for information only.
Standard Chartered | Notice of Annual General Meeting 2026
General information
Information on how to vote
Proxy appointments
If you are an ordinary shareholder you may attend, speak and vote in person 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 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. Appointing a proxy will not prevent shareholders attending and voting at the AGM should they wish to do so.
A proxy may be appointed by any of the following methods:
- Electronic proxy – if you are a shareholder on the UK register or Hong Kong branch register of members you may submit your proxy form(s) electronically. You can appoint your proxy at www.investorcentre.co.uk/eproxy.
You will need the Control Number, your Shareholder Reference Number (SRN), and Personal Identification Number (PIN), which are stated on the accompanying proxy form, voting instruction form or email notification if you receive your communications electronically, to access the service. Your PIN will expire at 11.00am UK time (6.00pm Hong Kong time) on 5 May 2026. You will be asked to agree to the terms and conditions for electronic proxy appointment and it is important that you read these carefully;
-
Completing and returning the enclosed proxy form to our relevant registrar at the address detailed on page 19;
-
Voting through ShareCare – if you are a shareholder on the UK register and hold your shares in ShareCare, you can use the electronic proxy appointment service (see below); or
-
CREST electronic proxy – if you are a shareholder on the UK register and a member of CREST you can use the CREST electronic proxy appointment service (see below).
IMPORTANT: Whichever method you choose, any proxy form or other instrument appointing a proxy must be received by the Company's registrar no later than 11.00am UK time (6.00pm Hong Kong time) on 5 May 2026 to be valid.
The Board strongly encourages shareholders to vote on all resolutions by completing their proxy form (or voting instruction form) to appoint the Chair of the AGM to cast their votes as directed. This is to ensure that your vote is counted if you are unable to attend and vote on the day of the AGM.
Voting through ShareCare
For shareholders on the UK register, if you hold your shares in ShareCare, you may submit your voting instruction electronically in the same way as set out above for the electronic appointment of proxies using the Control Number and your ShareCare Number and PIN (which are stated on the accompanying voting instruction form), or you can complete and return the enclosed voting instruction form to our UK registrar at the address on page 19. Your PIN will expire at 11.00am UK time on 5 May 2026. Whichever method you choose, any voting instruction form or other instrument appointing a proxy must be received by our registrar no later than 11.00am UK time on 5 May 2026 to be valid.
CREST electronic proxy appointment
For shareholders on the UK register, if you are a CREST member and wish to appoint one or more proxies using the CREST electronic proxy appointment service, you may do so by following the procedures described in the CREST manual (available at euroclear.com/site/public/EUI). If you are a CREST Personal Member or other CREST sponsored member or a CREST member who has appointed a voting service provider, you should refer to your CREST sponsor or voting service provider, who will be able to take the appropriate action on your behalf.
In order for your proxy appointment using CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for these instructions, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by our agent (ID 3RA50) by 11.00am UK time on 5 May 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which our agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001, which regulates instructions containing incorrect information and instructions that are improperly sent.
Nominated persons
Any person to whom this document is sent who is a person nominated under section 146 of the Act to enjoy information rights (a Nominated Person) may, under an agreement with the shareholder that nominated them, have a right to be appointed (or to have someone else appointed) as a proxy
Standard Chartered | Notice of Annual General Meeting 2026
General information
for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they 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.
Corporate representatives
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
If a corporation intends to appoint one or more corporate representatives please contact Computershare on either [email protected] for UK corporations or [email protected] for Hong Kong corporations.
Poll voting procedure
The Company will call a poll on all resolutions at the AGM to allow the votes of shareholders who have lodged proxies and shareholders who attend the meeting in person to be taken into account. Voting will take place via a personalised poll card, given to all those entitled to vote who attend the AGM once the Chair of the AGM formally declares the poll open.
All the votes made in person will be counted and added to those received by proxy. If you have already voted by proxy you will still be able to vote in person and your vote on the day will replace your proxy vote lodged previously.
On a poll, every ordinary shareholder present in person or by proxy has one vote for every ordinary share of 50 cents each held. As at the Latest Practicable Date, the Company had 2,243,710,167 ordinary shares of 50 cents each in issue, none of which were held in treasury. The ordinary shares carry in aggregate 2,243,710,167 voting rights on a poll.
The results of the poll will be announced to the London Stock Exchange, the Stock Exchange of Hong Kong Limited, and published on our website at sc.com/en/investors/stock-exchange-announcements following the conclusion of the meeting.
Following a poll vote, any shareholder who has voted on the poll is entitled under section 360BA of the Act to request from the Company information which will allow them to determine whether their vote was validly recorded and counted.
Standard Chartered | Notice of Annual General Meeting 2026
Appendix: ECAT 1 Securities
Equity Convertible Additional Tier 1 Securities
The Company must meet minimum regulatory capital requirements applicable to it in the jurisdictions in which it operates.
Under the UK Capital Requirements Regulation (CRR), the Company must hold a minimum amount of Tier 1 capital, calculated as a specified percentage of its Risk Weighted Assets on a consolidated basis. To maintain an efficient capital structure under relevant prudential regulatory requirements, the Company can choose to meet part of that minimum requirement by issuing Additional Tier 1 instruments (AT1 Securities) instead of Common Equity Tier 1 capital (CET1).
In order to qualify as Additional Tier 1 capital, the terms and conditions of the AT1 Securities must contain a provision under which, on the occurrence of a Trigger Event (which is the breach of a pre-determined CET1 capital ratio) the principal amount of the AT1 Securities is either written down or converted into CET1. Under the rulebook of the Prudential Regulation Authority (PRA), AT1 Securities must convert to equity or be written down when the issuer's CET1 ratio is below 5.125 per cent; in practice, for UK issuers, the PRA currently requires this CET1 ratio trigger to be set at 7 per cent or higher.
The Company will take into account various factors when deciding whether to issue AT1 Securities, including the capital position of the Company at the time, the applicable regulatory capital requirements and its view of the likely capital requirements in the longer term. The timing and terms of issuance of AT1 Securities will be determined by the Company and, where appropriate, in consultation with the PRA.
The flexibility to issue AT1 Securities enables the Company to achieve diversification and efficiency in its capital base.
Shareholder approval is being sought in resolutions 19 and 22 to authorise the issue of AT1 Securities which convert into ordinary shares (Equity Convertible Additional Tier 1 Securities or ECAT1 Securities) on the occurrence of a Trigger Event and/or shares to be issued on conversion or exchange of those ECAT1 Securities.
Why is the Company seeking a specific mandate to issue ECAT1 Securities?
The Company is seeking a specific mandate to enable it to issue ECAT1 Securities and the mandate would be used for that sole purpose (i.e. the Company could not use this specific mandate to issue new shares for any other purpose). The general mandate under resolution 17 may be used by the Company to issue new shares at any time on a non-preemptive basis, subject to the limits under that resolution and restrictions under the UK and Hong Kong Listing Rules and Investment Association guidelines. The specific mandate for ECAT1 Securities will provide greater flexibility for the Company in allowing it to maintain a general mandate for other purposes. By the same token, the general mandate under resolution 17 would not be used in connection with the issue of ECAT1 Securities.
The Company believes it would not be practical to obtain a specific mandate from shareholders to issue ECAT1 Securities only when the need arises, primarily due to the time it would take to prepare the relevant circular to shareholders and convene the general meeting to seek shareholder approval. Having a pre-approved mandate will enable the Company to act on a timely basis to satisfy the capital requirements when market conditions are conducive to successfully launching and completing the issue.
What steps can the Company take before or on a Trigger Event?
In advance of and on a Trigger Event the Company's management can be expected to take certain actions:
i) Recovery planning – the Company is required by its regulators to develop and maintain a Recovery Plan to be implemented in the event of financial stress. Should the Company's capital ratios fall by levels specified in the Recovery Plan, the Company is likely to be required to implement those planned recovery actions to improve its capital position (e.g. by reducing Risk Weighted Assets and/or through a rights issue of ordinary shares or an issuance of other eligible capital instruments) in advance of a Trigger Event.
ii) Shareholder participation – despite the recovery actions mentioned above having been taken, the Board may give shareholders the opportunity to purchase the ordinary shares issued on conversion or exchange of any ECAT1 Securities on a pro rata basis, where practicable, as permitted by the terms of the relevant instruments and subject to applicable laws and regulations, at the same price as the holders of the ECAT1 Securities would otherwise have acquired those ordinary shares had they not acquired them by conversion (i.e. at the conversion price described below). This will be determined on a transaction-by-transaction basis and the mechanism for shareholder participation will be written into the terms and conditions of the ECAT1 Securities where applicable.
The circumstances in which a Trigger Event might be expected to occur are currently considered to be remote given the level of capital the Company currently holds in excess of the expected Trigger Event ratio and the recovery actions that it has available to it should such a situation seem likely to arise.
As at 31 December 2025, the Company had USD 34 billion of Common Equity Tier 1 Capital and a Common Equity Tier 1 ratio of 14 per cent. This level of capital is considerably in excess of the expected Trigger Event ratio.
How do ECAT1 Securities provide a more efficient capital structure?
The issuance of ECAT1 Securities allows the Company to increase its Tier 1 capital (up to regulatory eligibility limits) in a tax and capital efficient manner and without diluting its existing shareholder base.
At what price will the ECAT1 Securities be issued?
The pricing mechanism for ECAT1 Securities is similar to other fixed income capital instruments that the Company would issue. The issue price of the ECAT1 Securities will be fixed immediately prior to issuance taking into account prevailing market convention.
At what price will the ECAT1 Securities be converted into or exchanged for ordinary shares?
The terms and conditions of the ECAT1 Securities will specify a conversion price or a mechanism for setting a conversion price (which could include a variable conversion price determined by reference to the prevailing market price on conversion subject to a minimum "floor" conversion price). The conversion price is the rate at which the ECAT1 Securities will be exchanged for ordinary shares on the occurrence of a Trigger Event. The conversion price or (as applicable) the minimum "floor" conversion price may be set at a discount to the price of the Company's ordinary shares immediately prior
Standard Chartered | Notice of Annual General Meeting 2026
Appendix
to issuance of the ECAT1 Securities. The extent of the discount will be determined taking into account prevailing market convention.
The determination of whether a fixed or variable conversion price structure is adopted will be made by the Company having regard to, among others, prevailing market conditions and compliance with any applicable PRA requirements at the time of issuance of the relevant ECAT1 Securities.
Will the ECAT1 Securities be redeemable?
Yes. The PRA rulebook requires AT1 capital instruments to be perpetual and any early redemption of the ECAT1 Securities would be subject to the prior consent of the PRA. For example, the terms of the ECAT1 Securities will likely include provisions so that the Company may redeem the ECAT1 Securities (i) after a fixed period of time (minimum five years) upon an interest rate reset date; (ii) in the event of a change in the regulatory classification of the ECAT1 Securities such that they can no longer be included in the Company's Tier 1 capital; or (iii) as a result of a change in the tax treatment of the ECAT1 Securities.
How have you calculated the size of the authorities you are seeking?
The size of the authorities reflected in resolutions 19 and 22 has been calculated based on anticipated capital requirements to provide flexibility in capital management.
The resolutions give the Board authority to set the specific terms of the ECAT1 Securities, which may provide for write-down or conversion. The authorities sought are set at a level to provide full flexibility to the Company in managing its capital structure efficiently given the uncertainties that remain in both the precise regulatory requirements applicable and the market for this form of capital instrument. The specific mandate will give the Board authority to allot ordinary shares and grant rights to subscribe for or convert any security into ordinary shares in the Company representing up to a further 15 per cent of the Company's issued ordinary share capital as at 13 March 2026. This limit has been calculated based on internal modelling to provide sufficient flexibility to the Company, taking into account potential fluctuations in the Company's share price, the GBP/ USD exchange rates and inflation in the Group's risk-weighted assets. The two issues of ECAT1 Securities of the
Company made pursuant to the 2016 and 2019 Mandates were made at a conversion price discount factor of 10 per cent. The two issues of ECAT1 Securities of the Company made pursuant to the 2020 Mandate, one issue of ECAT1 Securities of the Company made pursuant to the 2021 Mandate, one issue of ECAT1 Securities made pursuant to the 2022 Mandate, one issue of ECAT1 Securities made pursuant to the 2023 Mandate, two issues of ECAT1 Securities made pursuant to the 2024 Mandate and two issues of ECAT1 Securities made pursuant to the 2025 Mandate were made at a conversion price equivalent to the then prevailing share price of the Company.
The same approach is currently expected to be followed for future issuances of ECAT 1 Securities under the 2026 Mandate, that are issued using the fixed conversion price structure.
Hong Kong Stock Exchange waiver
Under Rule 13.36(1) of the Hong Kong Listing Rules (HKLR), the directors of a company must obtain the consent of shareholders in a general meeting prior to allotting or issuing shares or securities convertible into shares except as set out under Rule 13.36(2)(b). Rule 13.36(2)(b) of the HKLR allows the directors to seek a general mandate from shareholders to allot or issue shares on a non pre-emptive basis. As explained above, the Company is seeking this specific mandate from shareholders in addition to the general mandate under Rule 13.36(2)(b) of the HKLR for the sole purpose of issuing ECAT1 Securities. This specific mandate would require a dispensation from Rule 13.36(1) of the HKLR. On 4 March 2026, the Hong Kong Stock Exchange granted such a waiver to allow the directors to seek the authority under resolution 19 and resolution 22 in relation to issuing ECAT1 Securities.
If approved by shareholders, the specific mandate would continue in force until:
i) the end of next year's AGM (or, if earlier, at the close of business on 6 August 2027) at which time it will lapse unless the specific mandate is renewed, either unconditionally or subject to conditions; or
ii) revoked or varied by ordinary resolution of the shareholders in a general meeting.
Standard Chartered | Notice of Annual General Meeting 2026
Standard Chartered | Notice of Annual General Meeting 2026
Notes
Standard Chartered | Notice of Annual General Meeting 2026
Notes
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Standard Chartered | Notice of Annual General Meeting 2026
Notes
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Global headquarters
Standard Chartered Group
1 Basinghall Avenue
London, EC2V 5DD
United Kingdom
+44 (0)20 7885 8888
Registrar information
UK
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol, BS99 6ZZ
+44 (0)370 702 0138
Chinese translation
Computershare Hong Kong
Investor Services Limited
17M Floor, Hopewell Centre
183 Queen's Road East
Wan Chai
Hong Kong
Digital Annual Report
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183 Queen's Road East
Wan Chai
Hong Kong
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