Standard Chartered PLC — Share Issue/Capital Change 2008

Apr 23, 2008

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: 02888)

(the "Company")

Waiver of Listing Rules to enable Standard Chartered PLC to hold Treasury Shares and Amendment to Explanatory Notes to Notice of Annual General Meeting

The UK Companies Act 1985 permits the Company to hold any repurchased shares in treasury as an alternative to immediately cancelling them. Resolution 17 to be considered at this year's Annual General Meeting of the Company on 7 May 2008 proposes to give the Company the authority to purchase its ordinary shares. The Company indicated on page 15 of its Notice of Annual General Meeting dated 27 March 2008 that no repurchases of shares will be conducted on the Hong Kong Stock Exchange.

On 16 April 2008, the Hong Kong Stock Exchange granted a conditional waiver to the Company in respect of Rule 10.06(5) of the Hong Kong Listing Rules, which provides that any shares repurchased by the Company must be automatically cancelled. This waiver will allow the Company, following any repurchase of shares, to elect to hold its own shares in treasury as opposed to automatically having to cancel those shares. The Hong Kong Stock Exchange has also agreed to certain modifications to other Listing Rules applicable to the Company to enable the Company to hold treasury shares and not automatically cancel their listing.

The waiver has been granted and the consequential modifications agreed with the Hong Kong Stock Exchange on the basis of, amongst other things, the Company's specific circumstances. The Company is incorporated in England and Wales and its shares are listed on the London Stock Exchange (as well as the Hong Kong Stock Exchange).

The waiver granted by the Hong Kong Stock Exchange is subject to certain conditions, including compliance by the Company with applicable law and regulation in the United Kingdom in relation to the holding of shares in treasury.

An announcement with further details and a full version of the modifications to the Listing Rules agreed between the Company and the Hong Kong Stock Exchange will be released in due course but, in considering Resolution 17 at this year's Annual General Meeting, shareholders are requested to note the implication of the waiver described above.

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By order of the Board
Annemarie Durbin
Group Company Secretary

Hong Kong, 23 April 2008

As at the date hereof, the Board of Directors of the Company comprises:

Chairman:
Mr Evan Mervyn Davies, CBE

Executive Directors:
Mr Peter Alexander Sands; Mr Gareth Richard Bullock; Mr Michael Bernard DeNoma and Mr Richard Henry Meddings;

Independent Non-Executive Directors:
Mr John Wilfred Peace; Sir CK Chow; Mr James Frederick Trevor Dundas; Ms Valerie Frances Gooding, CBE; Mr Rudolph Harold Peter Markham; Ms Ruth Markland; Mr Sunil Bharti Mittal; Mr Paul David Skinner; Mr Oliver Henry James Stocken and Lord Adair Turner.

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