Standard Chartered PLC — Share Issue/Capital Change 2002

Oct 21, 2002

This announcement is for information purposes only and does not constitute an invitation or offer nor is it calculated to invite offers to acquire, purchase or subscribe for securities.

The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for the contents of this announcement, 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 announcement.

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”).

In connection with the Share Offer, Goldman Sachs (Asia) L.L.C., on behalf of the Underwriters, may over-allocate and/or effect transactions with a view to supporting the market price of the Shares (as defined in the Prospectus) at levels other than those which might otherwise prevail in the open market but which are not higher than the final Hong Kong dollar price per Share offered in the Hong Kong Public Offer (exclusive of brokerage, SFC transaction levy and Hong Kong Stock Exchange trading fee). Such transactions may be effected in any jurisdiction where it is permissible to do so, in each case in compliance with all applicable laws and regulatory requirements. The number of Shares being offered in the Share Offer may be increased up to an aggregate of 35,000,000 Shares if the Global Coordinator or its affiliates exercises the Over-allotment Option, on behalf of the Placing Underwriters and after consultation with the Co-Sponsor, to cover over-allocations in the Placing. In the event that such Over-allotment Option is exercised, a press announcement will be made.

Standard Chartered PLC

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

Share Offer and Listing on the Stock Exchange of Hong Kong Limited

Number of Offer Shares	:	30,434,800 Shares (subject to Over-allotment Option adjustment)
Number of Placing Shares	:	27,391,300 Shares (subject to Over-allotment Option adjustment and to adjustments between the Placing and the Hong Kong Public Offer)
Number of Hong Kong Public Offer Shares	:	3,043,500 Shares (subject to adjustments between the Placing and the Hong Kong Public Offer)
Maximum offer price	:	HK$103.00 per Share plus 1% brokerage, SFC transaction levy of 0.007% and Hong Kong Stock Exchange trading fee of 0.005%, payable in full on application in HK dollars, subject to refund
Nominal value	:	U.S.$0.50 per Share
Stock Code	:	2888

Global Coordinator and Bookrunner

Goldman Sachs (Asia) L.L.C.

	Sponsor and Joint Lead Manager		Co-Sponsor and Joint Lead Manager
	Goldman Sachs (Asia) L.L.C.		Cazenove Asia Limited

Co-Lead Manager

BOCI Asia Limited

Co-Managers

Core Pacific-Yamaichi International (H.K.) Ltd.	Dao Heng Securities Limited
G. K. Goh Securities (HK) Ltd	Guotai Junan Securities (Hong Kong) Limited
KGI Asia Ltd	Kim Eng Securities (Hong Kong) Limited
Kingsway SW Securities Limited	SBI E2-Capital Securities Limited
Shenyin Wanguo Capital (H.K.) Limited	Sun Hung Kai International Limited
Tai Fook Securities Company Limited	TingKong-RexCapital Securities International Limited

Application has been made to the Listing Committee of the Hong Kong Stock Exchange for the granting of listing of, and permission to deal in, all Shares in issue, the Offer Shares and all Shares to be issued pursuant to options granted under the Employee Share Schemes, conversion of the Bonds and exercise of the Over-allotment Option, as described in the Prospectus. Dealings in the Shares on the Hong Kong Stock Exchange are expected to commence at 9:30 a.m. on Thursday, 31st October, 2002. Applications for the Hong Kong Public Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and the prescribed WHITE, YELLOW or PINK Application Forms. It should be noted that all of your applications will be rejected as multiple applications if you or you and joint applicants together: (i) make more than one application on a WHITE or YELLOW Application Form or by giving electronic application instructions to HKSCC; (ii) make more than one application on a PINK Application Form; (iii) apply on one WHITE or YELLOW Application Form (whether individually or jointly with others) or give electronic application instructions to HKSCC for more than the total number of Shares initially available in either Pool A or Pool B (that is 1,296,750 Hong Kong Public Offer Shares); or (iv) apply on one PINK Application Form for more than 10,000 Shares. No joint applications are allowed for applications using the PINK Application Form. Applicants are requested to undertake and confirm that they or the relevant beneficial owner(s) have not indicated and will not indicate any other interest for Offer Shares under the Placing. Subject to the granting of listing of, and permission to deal in, the Shares on the Hong Kong Stock Exchange, as well as compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in the CCASS with effect from the commencement date of dealings in Shares on the Hong Kong Stock Exchange or such other date as determined by HKSCC. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

The Share Offer is conditional on the conditions set out in the paragraph headed “Conditions of the Share Offer” in the section headed “Structure of the Share Offer” of the Prospectus. The maximum offer price has been set at a premium to the closing price of the Shares on the London Stock Exchange on Friday, 18th October, 2002, of 754p per Share (equivalent to HK$91.10 per Share), in order to accommodate potential movements in the Company’s share price prior to the closing of the Hong Kong Public Offer. The Offer Price is expected to be determined by agreement between Goldman Sachs (Asia) L.L.C., on behalf of the Underwriters, after consultation with the Co-Sponsor and the Company on the Price Determination Date, which is expected to be on or about Saturday, 26th October, 2002, and, in any event, not later than 29th October, 2002 when market demand for the Offer Shares will be determined and after closing of trading of the Shares on the London Stock Exchange. The Offer Price will be determined by reference, among other factors, to the closing price of the Shares on the London Stock Exchange on the last trading day before the Price Determination Date and will not be more than the maximum offer price. The Company reserves the right not to proceed with the Share Offer on or at any time until the Price Determination Date, if for any reason, including as a result of share price volatility or other changes in market conditions, the pricing of the Offer Shares is not agreed. If for any reason, the Offer Price is not agreed between the Company and Goldman Sachs (Asia) L.L.C., on behalf of the Underwriters, by 29th October, 2002, the Share Offer will not proceed.

If the Share Offer does not become unconditional, all application monies received from applicants under the Hong Kong Public Offer will be refunded, without interest, on the terms set out in the Prospectus. Applicants who apply for 15,000 Hong Kong Public Offer Shares or above and have indicated in their Application Forms that they wish to collect their refund cheques (if any) and where applicable, share certificates in person and have provided all the information required under the Application Forms may do so from the Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong from 9:00 a.m. to 12:00 noon on (i) Tuesday, 29th October, 2002 for collection of share certificates and (ii) Wednesday, 30th October, 2002 for collection of refund cheques. Uncollected share certificates and refund cheques will be despatched by ordinary post at the applicants’ own risk to the addresses specified in the relevant Application Forms promptly thereafter.

The Share Offer consists of: (i) an offer by the Company for subscription of initially 3,043,500 Offer Shares to the public in Hong Kong; and (ii) a conditional placing by the Placing Underwriters on behalf of the Company of initially 27,391,300 Offer Shares to certain professional and international investors (a) in the United States with qualified institutional buyers (as defined in Rule 144A) in reliance on Rule 144A; and (b) outside the United States in accordance with Regulation S. The Company is expected to grant to the Placing Underwriters the Over-allotment Option which is exercisable by Goldman Sachs (Asia) L.L.C., on behalf of the Placing Underwriters and after consultation with the Co-Sponsor and the Company, to the extent practicable, within 30 days from the date on which dealings in Shares commence on the Hong Kong Stock Exchange, to require the Company to issue and allot up to an aggregate of 4,565,200 additional Shares solely to cover over-allocations in the Placing, if any.

Under the Hong Kong Public Offer, the Company is initially offering 3,043,500 Offer Shares for subscription by the public in Hong Kong. For allocation purposes only, of the 3,043,500 Offer Shares initially being offered for subscription under the Hong Kong Public Offer, (i) 450,000 Hong Kong Public Offer Shares (representing approximately 1.5% of the total number of Shares initially being offered under the Share Offer) will be available for applications by eligible employees of the Group (other than the Directors and their associates (as defined in the Hong Kong Listing Rules)); and (ii) 2,593,500 Hong Kong Public Offer Shares (representing approximately 8.5% of the total number of Shares initially being offered under the Share Offer) will be available for subscription by the public and will be divided into two pools of 1,296,750 Shares each: Pool A and Pool B. Each valid application (other than made pursuant to (i) above) that has been received for Hong Kong Public Offer Shares to a value (excluding brokerage, SFC transaction levy and Hong Kong Stock Exchange trading fee payable thereon) of HK$5 million or less will fall into Pool A, and each valid application (other than made pursuant to (i) above) that has been received for Hong Kong Public Offer Shares to a value (excluding brokerage, SFC transaction levy and Hong Kong Stock Exchange trading fee payable thereon) of more than HK$5 million will fall into Pool B.

Goldman Sachs (Asia) L.L.C., after consultation with the Company and the Co-Sponsor, shall have absolute discretion in determining the number of Hong Kong Public Offer Shares which shall comprise in each of Pool A and Pool B. The number of Hong Kong Public Offer Shares comprised in Pool A and Pool B will initially be divided equally between the two pools. However, if demand for Hong Kong Public Offer Shares falling within Pool A is significant or otherwise justified, and irrespective of whether Pool B is under subscribed or not, the number of Hong Kong Public Offer Shares comprised in Pool A may be increased in order to increase the allocation ratio of Pool A, with a view to allowing more Pool A applicants to receive allocations of Hong Kong Public Offer Shares.

The allocation of the Shares between the Hong Kong Public Offer and the Placing is subject to adjustment. If the number of Shares validly applied for under the Hong Kong Public Offer represents more than one time but less than 15 times the number of Shares initially available for subscription under the Hong Kong Public Offer, then Shares will be reallocated to the Hong Kong Public Offer from the Placing, so that the total number of Shares available under the Hong Kong Public Offer will be at least 3,043,500 Shares (representing approximately 10% of the Offer Shares initially available under the Share Offer). If the number of the Shares validly applied for under the Hong Kong Public Offer represents 15 times or more but less than 50 times the number of the Shares initially available for subscription under the Hong Kong Public Offer, then Shares will be reallocated to the Hong Kong Public Offer from the Placing, so that the total number of Shares available under the Hong Kong Public Offer will be at least 9,130,450 Shares (representing approximately 30% of the Offer Shares initially available under the Share Offer). If the number of Shares validly applied for under the Hong Kong Public Offer represents 50 times or more but less than 100 times the number of Shares initially available for subscription under the Hong Kong Public Offer, then the number of Offer Shares to be reallocated to the Hong Kong Public Offer from the Placing will be increased so that the total number of Shares available under the Hong Kong Public Offer will be at least 12,173,900 Shares (representing approximately 40% of the Offer Shares initially available under the Share Offer). If the number of Shares validly applied for under the Hong Kong Public Offer represents 100 times or more the number of Shares initially available for subscription under the Hong Kong Public Offer, then the number of Shares to be reallocated to the Hong Kong Public Offer from the Placing will be increased, so that the total number of Shares available under the Hong Kong Public Offer will be at least 15,217,400 Shares (representing approximately 50% of the Offer Shares initially available under the Share Offer). In each such case, Goldman Sachs (Asia) L.L.C., after consultation with the Company and the Co-Sponsor, shall have absolute discretion in determining the additional Shares reallocated to the Hong Kong Public Offer and the number of Shares allocated to the Placing will be correspondingly reduced.

The final number of Hong Kong Public Offer Shares comprised in the Hong Kong Public Offer, Pool A and Pool B, respectively, will, following the determination by Goldman Sachs (Asia) L.L.C., after consultation with the Company and the Co-Sponsor, be published on or before Tuesday, 29th October, 2002 in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese), together with the announcement of the Offer Price, the general level of indications of interests in the Placing, the general level of applications in the Hong Kong Public Offer and the basis of allocations of the Hong Kong Public Offer Shares.

If the Hong Kong Public Offer is not fully subscribed, Goldman Sachs (Asia) L.L.C. shall have the authority to reallocate all or any unsubscribed Hong Kong Public Offer Shares to the Placing as Goldman Sachs (Asia) L.L.C. deems appropriate.

Applicants who would like to be allocated Hong Kong Public Offer Shares in their own names should complete and sign the WHITE Application Forms. Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Monday, 21st October, 2002 until 12:00 noon on Thursday, 24th October, 2002 from:

1.	Goldman Sachs (Asia) L.L.C., 68th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong; or
2.	Cazenove Asia Limited, 5001, One Exchange Square, 8 Connaught Place, Central, Hong Kong; or
3.	BOCI Asia Limited, 35th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong; or
4.	Core Pacific-Yamaichi International (H.K.) Ltd., 36th Floor, Cosco Tower, Grand Millennium Plaza, 183 Queen’s Road Central, Hong Kong; or
5.	Dao Heng Securities Limited, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong; or
6.	G.K. Goh Securities (HK) Ltd, Suite 1808, Alexandra House, 16-20 Chater Road, Hong Kong; or
7.	Guotai Junan Securities (Hong Kong) Limited, 27th Floor, Low Block, Grand Millennium Plaza, 181 Queen’s Road Central, Hong Kong; or
8.	KGI Asia Ltd, 27th Floor, Asia Pacific Finance Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong; or
9.	Kim Eng Securities (Hong Kong) Limited, Room 1901, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong; or
10.	Kingsway SW Securities Limited, 5th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong; or
11.	SBI E2-Capital Securities Limited, 4th Floor, Henley Building, 5 Queen’s Road Central, Hong Kong; or
12.	Shenyin Wanguo Capital (H.K.) Limited, 28th Floor, Citibank Tower, Citibank Plaza, 3 Garden Road, Hong Kong; or
13.	Sun Hung Kai International Limited, 12th Floor, One Pacific Place, 88 Queensway, Hong Kong; or
14.	Tai Fook Securities Company Limited, 25th Floor, New World Tower, 16-18 Queen’s Road Central, Hong Kong; or
15.	TingKong-RexCapital Securities International Limited, Room 1701, 17th Floor, New World Tower One, 16-18 Queen’s Road Central, Hong Kong

or any of the following branches of:

Standard Chartered Bank

Hong Kong Island:	The Landmark Branch	The Landmark, 15 Queen’s Road, Central
	Des Voeux Road Branch	Standard Chartered Bank Building, 4-4A Des Voeux Road, Central
	CIG Building Branch	Shop B, G/F, CIG Building, 141 Des Voeux Road Central
	Hennessy Road Branch	399 Hennessy Road, Wanchai
	Leighton Centre Branch	Shop 12-16, UG/F, Leighton Centre, 77 Leighton Road, Causeway Bay
	North Point Centre Branch	North Point Centre, 284 King’s Road, North Point
	Taikoo Place Branch	Shop A & B, G/F, King’s House, 969 King’s Road, Quarry Bay
	Aberdeen Branch	Site 5, Shop 4A, G/F, Nam Ning Street, Aberdeen Centre, Aberdeen
Kowloon:	Tsimshatsui Branch	G/F, 10 Granville Road, Tsimshatsui
	Oterprise Square Branch	Shop No. 3, G/F and Shop No. 1, 1/F, Oterprise Square, 26 Nathan Road, Tsimshatsui
	New Mandarin Plaza Branch	Shop 12-19, G/F New Mandarin Plaza, 14 Science Museum Road,
		Tsimshatsui East
	Yaumatei Branch	546-550 Nathan Road, Yaumatei
	Mongkok Bank Centre Branch	Bank Centre, 630-636 Nathan Road, Mongkok
	Cheung Sha Wan Branch	828 Cheung Sha Wan Road, Cheung Sha Wan
	San Po Kong Branch	10-20 Ning Yuen Street, San Po Kong
	Kwun Tong Branch	88-90 Fu Yan Street, Kwun Tong
New Territories:	Shatin Centre Branch	Shop 32C, Level 3, Shatin Shopping Arcade, Shatin Centre, 2-16 Wang Pok Street, Shatin
	Tai Po Branch	23 & 25 Kwong Fuk Road, Tai Po Market
	Tsuen Wan Branch	Basement 1/F, Emperor Plaza, 263 Sha Tsui Road, Tsuen Wan
	Tuen Mun Town Plaza Branch	Shop no. G047-G052, G/F, Tuen Mun Town Plaza, Phase 1, Tuen Mun
Bank of China (Hong Kong) Limited
Hong Kong Island:	Bank of China Tower Branch	3rd Floor, 1 Garden Road, Central
	Central District (Wing On House) Branch	71 Des Voeux Road Central
	United Centre Branch	Shop 1021, 1/F United Centre, 95 Queensway
	North Point Branch	G/F, Roca Centre, 464 King’s Road, North Point
Kowloon:	Mongkok (President Commercial Centre) Branch	608 Nathan Road
	Diamond Hill Branch	G107, G/F, Plaza Hollywood, Diamond Hill
	Festival Walk Branch	Unit LG149, Festival Walk, Kowloon Tong
	Hoi Yuen Road Branch	55 Hoi Yuen Road, Kwun Tong
New Territories:	Castle Peak Road (Tsuen Wan) Branch	167 Castle Peak Road, Tsuen Wan
	Castle Peak Road (Yuen Long) Branch	162 Castle Peak Road, Yuen Long

Applicants who would like to have the allocated Hong Kong Public Offer Shares issued in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should (1) give electronic application instructions to HKSCC as set out below; or (2) complete and sign the YELLOW Application Forms, copies of which, together with the Prospectus, may be obtained during the respective periods as referred to above at (i) the Depository Counter of HKSCC at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong; (ii) the Customer Service Centre of HKSCC at Upper Ground Floor, V-Heun Building, 128-140 Queen’s Road Central, Hong Kong; or (iii) a broker, who may have such Application Forms and the Prospectus available.

You may also view the English and Chinese Prospectuses and the WHITE and YELLOW Application Forms on the Standard Chartered Share Offer website at www.scbhklisting.com.hk. However, applications cannot be made electronically or on the basis of downloaded Application Forms. Applicants can only apply for Hong Kong Public Offer Shares using official Application Forms obtained from the locations listed above.

Applicants who are eligible employees of the Group and wish to be allocated Hong Kong Public Offer Shares on a preferential basis should complete and sign the PINK Application Forms. Copies of the Prospectus, together with the PINK Application Forms, are available for collection by eligible employees from the collection counters at (i) 9th Floor, 4-4A Des Voeux Road Central, Hong Kong; or (ii) 21st Floor, Standard Chartered Tower, 388 Kwun Tong Road, Hong Kong, during the specified times on the following dates:

	Monday, 21st October, 2002	-	9:00 a.m. to 10:00 p.m.
	Tuesday, 22nd October, 2002	-	7:30 a.m. to 10:00 p.m.
	Wednesday, 23rd October, 2002	-	7:30 a.m. to 12:00 noon

For eligible employees of the Group in one of the 74 branches of Standard Chartered Bank, they will be able to collect a PINK Application Form and a copy of the Prospectus from their respective branch managers from 9:00 a.m. on Monday, 21st October, 2002 to 11:30 a.m. on Wednesday, 23rd October, 2002.

Completed WHITE or YELLOW Application Forms, to which cheques or banker’s cashier orders should be securely stapled, should be deposited in the special collection boxes provided at any of the branches of Standard Chartered Bank or Bank of China (Hong Kong) Limited referred to above during the specified times on the following dates:-

	Monday, 21st October, 2002	-	9:00 a.m. to 4:00 p.m.
	Tuesday, 22nd October, 2002	-	9:00 a.m. to 4:00 p.m.
	Wednesday, 23rd October, 2002	-	9:00 a.m. to 4:00 p.m.
	Thursday, 24th October, 2002	-	9:00 a.m. to 12:00 noon

Completed PINK Application Forms, to which cheques or banker’s cashier orders should be securely stapled, must be returned to the collection counters at (i) 9th Floor, 4-4A Des Voeux Road Central, Hong Kong; or (ii) 21st Floor, Standard Chartered Tower, 388 Kwun Tong Road, Hong Kong, by 12:00 noon on Wednesday, 23rd October, 2002.

Giving electronic application instructions to HKSCC

Investors can apply for Hong Kong Public Offer Shares by giving electronic application instructions to HKSCC as follows:

1. CCASS Investors Participants can give electronic application instructions through the CCASS Phone System by calling 2979 7888 or through the CCASS Internet System (https://ip.ccass.com) (using the procedures contained in HKSCC’s “An Operating Guide for Investor Participants” in effect from time to time) or by visiting the Customer Service Centre of HKSCC at Upper Ground Floor, V-Heun Building, 128-140 Queen’s Road Central, Hong Kong and completing input request forms; and

2. those who are not CCASS Investor Participants can instruct their brokers or custodians who are CCASS Broker Participants or CCASS Custodian Participants to give electronic application instructions via CCASS terminals on their behalf to HKSCC.

CCASS Participants can input electronic application instructions during the following times:

	Monday, 21st October, 2002	-	9:00 a.m. to 7:00 p.m.
	Tuesday, 22nd October, 2002	-	9:00 a.m. to 7:00 p.m.
	Wednesday, 23rd October, 2002	-	9:00 a.m. to 7:00 p.m.
	Thursday, 24th October, 2002	-	9:00 a.m. to 12:00 noon

The application lists will open from 11:45 a.m. to 12:00 noon on Thursday, 24th October, 2002.

Subject to the terms and conditions set out in the Prospectus and the Application Forms relating thereto, (i) applications on the WHITE or YELLOW Application Forms or by giving electronic application instructions to HKSCC, must be received by no later than 12:00 noon on Thursday, 24th October, 2002; and (ii) applications made on PINK Application Forms must be received by 12:00 noon on Wednesday, 23rd October, 2002 (or such later date as may apply in the case of a typhoon warning signal No. 8 or above or a “black” rainstorm warning signal being in force as described in the paragraph headed “Effect of bad weather on the opening of the application lists” in the section headed “How to apply for Hong Kong Public Offer Shares” of the Prospectus).

Results of Allocations

The results of allocations of Hong Kong Public Offer Shares under the Hong Kong Public Offer, including applications made under WHITE, YELLOW and PINK Application Forms and by giving electronic application instructions to HKSCC, which will include the Hong Kong identity card numbers, passport numbers or Hong Kong business registration numbers of successful applicants and the number of Hong Kong Public Offer Shares successfully applied for, will be available at the times and dates and in the manner specified as follows:

* special allocations results booklets setting out the results of allocations will be available for inspection at the receiving banks listed above during opening hours of individual branches from Tuesday, 29th October, 2002 to Thursday, 31st October, 2002;

* results of allocations will be available from the Standard Chartered Share Offer Hotline. Applicants may find out whether or not their applications have been successful and the number of Hong Kong Public Offer Shares allocated to them, if any, by calling 183-3828 between 7:00 a.m. and 12:00 a.m. from Tuesday, 29th October, 2002 to Thursday, 31st October, 2002;

* results of allocations will be available from the Standard Chartered Share Offer website at www.scbhklisting.com.hk on a 24-hour basis from Tuesday, 29th October, 2002 to Friday, 8th November, 2002;

* special allocations results booklets setting out the results of allocations will be available for inspection at all 128 branches of Hongkong Post during opening hours of individual post offices from Tuesday, 29th October, 2002 to Thursday, 31st October, 2002; and

* Hong Kong Underwriters will have special allocations results booklets setting out the results of allocations. Applicants can contact Hong Kong Underwriters for results of allocations during normal business hours from Tuesday, 29th October, 2002 to Thursday, 31st October, 2002.

Applicants should be aware that applications in Pool B are likely to receive different allocation ratios than applications in Pool A. Where either of the pools is undersubscribed, the surplus Hong Kong Public Offer Shares will be transferred to satisfy demand in the other pool and be allocated accordingly. Applicants can only receive an allocation of Hong Kong Public Offer Shares from Pool A or Pool B but not from both pools. Multiple or suspected multiple applications are liable to be rejected.

Hong Kong, 21st October, 2002

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 in the absence of registration or of an exemption from registration under the U.S. Securities Act of 1933 (as amended). There is not, and is not intended to be, a public offering of the securities of the Company in the United States.

Please also refer to the published version of this announcement in the South China Morning Post dated 21 October 2002.