Standard Chartered PLC — Share Issue/Capital Change 2005

Dec 7, 2005

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

（渣打集團有限公司）

(Registered in England and Wales number 966425)

(Stock Code: 2888)

SHARE TRANSACTION

Standard Chartered and Fleming Family & Partners Limited to pursue wealth management opportunities in Asia together. Standard Chartered to become a 20% shareholder in Fleming Family & Partners

Standard Chartered PLC (together with its subsidiaries, "Standard Chartered") and Fleming Family & Partners Limited ("FF&P") announce that they will form a strategic partnership to expand FF&P's private wealth management business into Asia and the Middle East. It is intended that the co-operation will:

• Enhance the ability to provide services to ultra high net worth clients in the region;
• Benefit from a combination of Standard Chartered's distribution network, clients and contacts, and FF&P's name, wealth management expertise and service offering; and
• Focus on client generational planning, and the preservation of family capital, including ownership structures, inheritance and taxation planning.

In connection with this strategic co-operation, Standard Chartered has launched today an offer to acquire 20% of FF&P, comprising 18.2% in the form of existing shares of FF&P and 1.8% in new FF&P shares to be issued at completion. FF&P will continue to be majority owned by the Fleming family and its Directors. Standard Chartered will appoint two representatives to the FF&P Board.

The consideration offered to FF&P and its shareholders will be £45 million (approximately HK$603 million) to be satisfied on completion substantially by the issue of Standard Chartered PLC ordinary shares of US$0.50 each (the "Shares"), with the remainder being satisfied in cash. A further announcement will be made when the number of Shares to be issued has been finally determined.

A majority of the Shares to be issued to FF&P's shareholders in connection with this transaction will be subject to an agreement requiring the recipients to retain such Shares for a period of not less than 12 months following completion.

The offer is subject to approval by FF&P's shareholders, confirmation that the Guernsey Financial Services Commission does not object to Standard Chartered's investment in FF&P, admission of the Shares to listing on the UK Official List and to trading on the London Stock Exchange, and on permission being granted for the listing of the Shares, and to deal in the Shares, on The Stock Exchange of Hong Kong Limited. Each of the Directors of FF&P and certain other shareholders (together representing 86.9% of the currently issued share capital of FF&P) have irrevocably agreed to accept the offer from Standard Chartered in respect of approximately 18.94% of their own shareholdings in FF&P. Completion is expected by mid-January 2006.

Standard Chartered has been advised by Tricorn Partners LLP. The valuation of FF&P was derived from cash flow projections and comparisons with both listed companies and previous transactions in the wealth management sector. The directors of Standard Chartered believe that the terms of the transaction are fair and reasonable and in the interests of its shareholders as a whole. FF&P has been advised by Hawkpoint Partners Ltd.

The book value as at 31 March 2005 of the FF&P shares to be acquired by Standard Chartered was £1.5 million (approximately HK$20 million).

The pre-tax profits attributable to the shares to be acquired for the two most recent financial years ending 31 March were £0.8 million (approximately HK$11 million) in 2004 and £1.6 million (approximately HK$21 million) in 2005. The post-tax profits attributable to the shares to be acquired for the two most recent financial years were £0.4 million (approximately HK$5 million) in 2004 and £0.9 million (approximately HK$12 million) in 2005.

About Standard Chartered:

Standard Chartered is one of the world's most international banks, employing over 40,000 people, representing 80 nationalities, across its network. Standard Chartered operates in over 1,200 locations (including subsidiaries, associates and joint ventures) in more than 50 countries in the Asia Pacific Region, South Asia, the Middle East, Africa, the United Kingdom and the Americas.

Standard Chartered PLC is listed on both the London Stock Exchange and the Stock Exchange of Hong Kong and is in the top 25 FTSE-100 companies, by market capitalisation.

It serves both Consumer and Wholesale Banking customers. Consumer Banking provides credit cards, personal loans, mortgages, deposit taking and wealth management services to individuals and small to medium sized enterprises. Wholesale Banking provides corporate and institutional clients with services in trade finance, cash management, lending, securities services, foreign exchange, debt capital markets and corporate finance.

Standard Chartered is well-established in growth markets and aims to be the right partner for its customers. The Bank combines deep local knowledge with global capability.

The Bank is trusted across its network for its standard of governance and corporate responsibility as well as its commitment to making a difference in the communities in which it operates.

About Fleming Family & Partners:

FF&P was established in 2000 to manage the Fleming family money following the sale of Robert Fleming to Chase Manhattan Group. It also set out to offer its highly specialized mix of services - asset management, trustee services and corporate finance advisory - to other ultra high net worth families, individuals and charities. It quickly became a leading provider in this specialized area and now manages the assets of numerous family groupings, with third party funds now representing over 50% of the total US$8 billion (HK$62 billion) assets under management and administration. Geographical expansion has been an important part of its strategy and it services its widely diversified client base from offices in London, Zurich, Vaduz and Moscow. In its 2005 annual report it stated its intention to open more offices in developed and developing markets. For further details see: www.ffandp.co.uk

By Order of the Board

Charles Bennett Brown

Group Company Secretary

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for Standard Chartered shares.

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An application will be made to (i) the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 for the Shares to be admitted to the Official List of the UK Listing Authority and to the London Stock Exchange plc for such shares to be admitted to trading on the London Stock Exchange’s market for listed securities and (ii) The Stock Exchange of Hong Kong Limited for the listing of and permission to deal in the Shares to be issued in connection with this transaction.

To the best of the knowledge, information and belief of the directors of Standard Chartered having made all reasonable enquiry, FF&P and the ultimate beneficial owners of FF&P are third parties independent of Standard Chartered and connected persons of Standard Chartered.

As of the date hereof, the Board of Directors of Standard Chartered comprises:

Executive Directors – Mr. Bryan Kaye Sanderson, CBE; Mr. Evan Mervyn Davies, CBE; Mr. Michael Bernard DeNoma; Mr. Richard Henry Meddings; Mr. Kaikhushru Shiavax Nargolwala; Mr. Peter Alexander Sands; and

Independent Non-Executive Directors – Sir CK Chow; Mr. James Frederick Trevor Dundas; Ms. Valerie Frances Gooding, CBE; Mr. Ho KwonPing; Mr. Rudolph Harold Peter Markham; Ms. Ruth Markland; Mr. Hugh Edward Norton; Mr. Paul David Skinner; and Mr. Oliver Henry James Stocken.

7 December 2005

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