Standard Chartered PLC — Share Issue/Capital Change 2020

Dec 4, 2020

HKEX
香港交易所
Monthly Return of Equity Issuer on Movements in Securities

For the month ended
(dd/mm/yyyy) : 30/11/2020

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Standard Chartered PLC
Date Submitted 4 December 2020

I. Movements in Authorised Share Capital

1. Ordinary Shares

(1) Stock code : N/A Description :
	No. of ordinary shares	Par value (State currency)	Authorised share capital (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
(2) Stock code : N/A Description :
	No. of ordinary shares	Par value (State currency)	Authorised share capital (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month

March 2019

---

March 2019

2. Preference Shares

Stock code: N/A Description:
	No. of preference shares	Par value (State currency)	Authorised share capital (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month

3. Other Classes of Shares

Stock code: N/A Description:
	No. of other classes of shares	Par value (State currency)	Authorised share capital (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month

Total authorised share capital at the end of the month (State currency):

---

II. Movements in Issued Share Capital

	No. of ordinary shares				No. of other classes of shares
	(1)	(2)	No of preference shares
Balance at close of preceding month	3,156,182,262	N/A	£1.00
195,285,000	US$5.00
15,000	N/A
Increase/ (decrease) during the month	0		N/A	N/A
Balance at close of the month	3,156,182,262		195,285,000	15,000

March 2019

---

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of share option scheme including EGM approval date (dd/mm/yyyy) and class of shares issuable	Movement during the month				No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
	Granted	Exercised	Cancelled	Lapsed
1. 2011 Discretionary
Share Plan – Performance
Share Award
( / / )
Ordinary shares	Nil	Nil	Nil	Nil	Nil	27,982
(Note 1)
2. 2011 Discretionary
Share Plan – Restricted
Share Award
( / / )
Ordinary shares	450,754	370,422	Nil	52,285	Nil	39,663,558
(Note 1)
3. 2011 Discretionary
Share Plan – Management
Long Term Incentive Plan
( / / )
Ordinary shares	Nil	Nil	Nil	Nil	Nil	19,137,005
(Note 1)
4. 2011 Discretionary
Share Plan – Executive
Long Term Incentive Plan
( / / )
Ordinary shares	Nil	Nil	Nil	Nil	Nil	3,753,427
(Note 1)
5. Standard Chartered
2013 Sharesave Plan
( / / )
Ordinary shares	Nil	Nil	Nil	167,980	Nil	17,110,620
(Note 1)
6.
( / / )
Shares
(Note 1)
7.
( / / )
Shares
(Note 1)
Total A. (Ordinary shares)					Nil
(Preference shares)					N/A
(Other class)					N/A
Total funds raised during the month from exercise of options (State currency)			£0.00

March 2019

---

Warrants to Issue Shares of the Issuer which are to be Listed

| Description of warrants
(Date of expiry - dd/mm/yyyy) | Currency of nominal value | Nominal value at close of preceding month | Exercised during the month | Nominal value at close of the month | No. of new shares of issuer issued during the month pursuant thereto | No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
| --- | --- | --- | --- | --- | --- | --- |
| 1. N/A | | | | | | |
| ( / / ) | | | | | | |
| Stock code (if listed) | | | | | | |
| Class of shares issuable (Note 1) | | | | | | |
| Subscription price EGM approval date (if applicable) (dd/mm/yyyy) | ( / / ) | | | | | |
| 2. N/A | | | | | | |
| ( / / ) | | | | | | |
| Stock code (if listed) | | | | | | |
| Class of shares issuable (Note 1) | | | | | | |
| Subscription price EGM approval date (if applicable) (dd/mm/yyyy) | ( / / ) | | | | | |
| 3. N/A | | | | | | |
| ( / / ) | | | | | | |
| Stock code (if listed) | | | | | | |
| Class of shares issuable (Note 1) | | | | | | |
| Subscription price EGM approval date (if applicable) (dd/mm/yyyy) | ( / / ) | | | | | |
| 4. N/A | | | | | | |
| ( / / ) | | | | | | |
| Stock code (if listed) | | | | | | |
| Class of shares issuable (Note 1) | | | | | | |
| Subscription price EGM approval date (if applicable) (dd/mm/yyyy) | ( / / ) | | | | | |
| Total B. (Ordinary shares) N/A | | | | | | |
| (Preference shares) N/A | | | | | | |
| (Other class) N/A | | | | | | |

March 2019

---

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description	Currency of amount outstanding	Amount at close of preceding month	Converted during the month	Amount at close of the month	No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1. US$2 billion 6.5% Resetting
Perpetual Subordinated
Contingent Convertible
Securities	US$	US$2 billion	Nil	US$2 billion	Nil	184,077,312**
Stock code (if listed)	5890
Class of shares issuable (Note 1)	Ordinary
Subscription price	US$10.865*
EGM approval date (if applicable) (dd/mm/yyyy)	(08/05/2014)
2. US$2 billion 7.5% Resetting
Perpetual Subordinated
Contingent Convertible
Securities	US$	US$2 billion	Nil	US$2 billion	Nil	258,665,287
Stock code (if listed)	4305
Class of shares issuable (Note 1)	Ordinary
Subscription price	US$7.732*
EGM approval date (if applicable) (dd/mm/yyyy)	(04/05/2016)
3. US$1 billion 7.75%
Resetting Perpetual
Subordinated Contingent
Convertible Securities	US$	US$1 billion	Nil	US$1 billion	Nil	129,332,643
Stock code (if listed)	5348
Class of shares issuable (Note 1)	Ordinary
Subscription price	US$7.732*
EGM approval date (if applicable) (dd/mm/yyyy)	(04/05/2016)
4. SGD750,000,000 5.375%
Resetting Perpetual
Subordinated Contingent
Convertible Securities	SGD	SGD 750,000,000	Nil	SGD 750,000,000	Nil	68,750,572
Stock code (if listed)	5986
Class of shares issuable (Note 1)	Ordinary
Subscription price	SGD10.909*
EGM approval date (if applicable) (dd/mm/yyyy)	(08/05/2019)
5. US$1 billion 6%
Resetting Perpetual
Subordinated Contingent
Convertible Securities	US$	US$1 billion	Nil	US$1 billion	Nil	187,582,067
Stock code (if listed)	40276
Class of shares issuable (Note 1)	Ordinary
Subscription price	US$ 5.331*

March 2019

---

Class and description	Currency of amount outstanding	Amount at close of preceding month	Converted during the month	Amount at close of the month	No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
EGM approval date (if applicable) (dd/mm/yyyy)	(06/05/2020)
			Total C. (Ordinary shares) Nil (Preference shares) N/A (Other class) N/A

• Conversion price of the security
  ** Adjusted post rights issue

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

Full particulars including EGM approval date (dd/mm/yyyy), if applicable, and class of shares issuable:		No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1.	N/A
	( / / ) shares (Note 1)
2.	N/A
	( / / ) shares (Note 1)
3.	N/A
	( / / ) shares (Note 1)
	Total D. (Ordinary shares)	N/A
	(Preference shares)	N/A
	(Other class)	N/A

March 2019

---

Other Movements in Issued Share Capital

Type of Issue						No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1. Rights issue	At price :	State currency	N/A	Class of shares issuable (Note 1)
				Issue and allotment date : (dd/mm/yyyy)	( / / )
				EGM approval date: (dd/mm/yyyy)	( / / )
2. Open offer	At price :	State currency	N/A	Class of shares issuable (Note 1)
				Issue and allotment date : (dd/mm/yyyy)	( / / )
				EGM approval date: (dd/mm/yyyy)	( / / )
3. Placing	At price :	State currency	N/A	Class of shares issuable (Note 1)
				Issue and allotment date : (dd/mm/yyyy)	( / / )
				EGM approval date: (dd/mm/yyyy)	( / / )
4. Bonus issue			N/A	Class of shares issuable (Note 1)
				Issue and allotment date : (dd/mm/yyyy)	( / / )
				EGM approval date: (dd/mm/yyyy)	( / / )

March 2019

---

Type of Issue	No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
5. Scrip dividend
At price : State currency
N/A	Class of shares issuable (Note 1)
Issue and allotment date : (dd/mm/yyyy)
EGM approval date: (dd/mm/yyyy)	( / / )
( / / )
6. Repurchase of shares
N/A	Class of shares repurchased (Note 1)
Cancellation date : (dd/mm/yyyy)
EGM approval date: (dd/mm/yyyy)	( / / )
( / / )
7. Redemption of shares
N/A	Class of shares redeemed (Note 1)
Redemption date : (dd/mm/yyyy)
EGM approval date: (dd/mm/yyyy)	( / / )
( / / )
8. Consideration issue
At price : State currency
N/A	Class of shares issuable (Note 1)
Issue and allotment date : (dd/mm/yyyy)
EGM approval date: (dd/mm/yyyy)	( / / )
( / / )

March 2019

---

Type of Issue	No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
9. Capital reorganisation	N/A	Class of shares issuable (Note 1)
Issue and allotment date: (dd/mm/yyyy)
EGM approval date: (dd/mm/yyyy)
10. Other (Please specify) At price: State currency	N/A	Class of shares issuable (Note 1)
Issue and allotment date: (dd/mm/yyyy)
EGM approval date: (dd/mm/yyyy)
Total E. (Ordinary shares) N/A
(Preference shares) N/A
(Other class) N/A

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):
(1) N/A
(2) N/A

Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):
N/A

Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E):
N/A

(These figures should be the same as the relevant figures under II above ("Movements in Issued Share Capital").)

IV. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III which has not been previously disclosed in a return published under rule 13.25A, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

(i) all money due to the listed issuer in respect of the issue of securities has been received by it;
(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;
(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

March 2019

---

(iv) all the securities of each class are in all respects identical (Note 3);
(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;
(vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;
(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and
(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Remarks (if any):

Submitted by: Fan Mei Kee Maggie

Title: Assistant Company Secretary
(Director, Secretary or other duly authorised officer)

Notes:
1. State the class of shares (e.g. ordinary, preference or other).
2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under rule 13.25A in relation to the securities issued, no further confirmation is required to be made in this return.
3. "Identical" means in this context:
- the securities are of the same nominal value with the same amount called up or paid up;
- they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
- they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
4. If there is insufficient space, please append the prescribed continuation sheet.

March 2019