Standard Chartered PLC — Share Issue/Capital Change 2002

Nov 1, 2002

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement is not, and is not intended to be, an offer of securities for sale in the United States. Securities of Standard Chartered PLC may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933. There is not, and is not intended to be, a public offering of the securities of Standard Chartered PLC in the United States.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Standard Chartered PLC

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

EXERCISE OF OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option granted by the Company to the Placing Underwriters has been exercised in full in relation to 4,565,200 Shares on the terms detailed below.

Unless defined herein, terms in this announcement shall have the same meanings as those defined in the prospectus dated 21st October, 2002 (the "Prospectus") issued by Standard Chartered PLC (the "Company").

The Company announces that Goldman Sachs, on behalf of the Placing Underwriters, exercised the Over-allotment Option in full on 1st November, 2002 to require the Company to allot and issue 4,565,200 additional Shares (the "Over-allotment Shares"). The Over-allotment Shares represent approximately 0.4% of the issued share capital of the Company as enlarged by such exercise of the Over-allotment Option (assuming no other issues of any Shares after 31st October, 2002), and are being issued at HK$84.00 per Share (being the Offer Price in respect of the Share Offer). The Company's total issued share capital immediately after the issue of the Over-allotment Shares, assuming that no other Shares are issued after 31st October, 2002, will be 1,169,695,262 Shares. All the Over-allotment Shares will be made available to cover over-allocations under the Placing.

Dealings in the Over-allotment Shares on The Stock Exchange of Hong Kong Limited are expected to commence at 9:30 a.m. on 5th November, 2002. The net proceeds of approximately HK$372 million from the issue of the Over-allotment Shares will be used by the Company in the manner set forth in the Prospectus.

By order of the Board

Standard Chartered PLC

Gordon Bentley

Company Secretary

Hong Kong, 1st November, 2002

Please also refer to the published version of this announcement in the South China Morning Post dated 4 November 2002.