Standard Chartered : Articles of Association

No. 966425

THE COMPANIES ACTS

________________________________________

PUBLIC COMPANY LIMITED BY SHARES

________________________________________

____________________________________________________________________________

Articles of Association

OF

STANDARD CHARTERED PLC

____________________________________________________________________________

6 May 1993

Amended 3 December 1993

Amended 5 May 1994

Amended 9 May 1996

Amended 8 May 1997

Amended 11 May 2000

Amended 18 January 2001

Amended 3 May 2001

Amended 2 May 2002

Amended 8 May 2003

Amended 5 May 2005

Amended 7 May 2008

Amended 7 May 2009

Amended 7 May 2010

Amended 6 May 2020

Amended 3 May 2023

Amended 10 May 2024

2

ARTICLES OF ASSOCIATION

CONTENTS

		Page
1.	Exclusion of other regulations	9
2.	Definitions	9
3.	Limited Liability	14
4.	Change of Name	14
5.	Rights attached to shares	14
6.	Redeemable shares	14
7.	Preference shares	15
8.	Variation of rights	41
9.	Pari passu issues	41
10.	Shares	41
11.	Payment of commission	42
12.	Trusts not recognised	42
13.	Uncertificated Shares	42
14.	Right to a share certificate	44
15.	Replacement of share certificates	44
16.	Sealing of certificates	45
17.	Share certificates sent at holder's risk	45
18.	Company's lien on shares not fully paid	45
19.	Enforcing lien by sale	45
20.	Application of proceeds of sale	46
21.	Calls	46

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22.	Timing of calls	46
23.	Liability of joint holders	46
24.	Interest due on non-payment	46
25.	Sums due on allotment treated as calls	47
26.	Power to differentiate	47
27.	Payment of calls in advance	47
28.	Notice if call or instalment not paid	47
29.	Form of notice	47
30.	Forfeiture if non-compliance with notice	48
31.	Notice after forfeiture	48
32.	Sale of forfeited shares	48
33.	Arrears to be paid notwithstanding forfeiture	48
34.	Statutory declaration as for forfeiture	49
35.	Suspension of rights where non-disclosure of interest	49
36.	Transfer	52
37.	Execution of transfer	52
38.	Right to decline registration of partly paid shares	52
39.	Other rights to decline registration	52
40.	No fee for registration	53
41.	Power of sale of shares held by untraced shareholders	53
42.	Transmission on death	55
43.	Entry of transmission in register	55
44.	Election of person entitled by transmission	56
45.	Rights of person entitled by transmission	56

4

46.	Subdivision	56
47.	Fractions	57
48.	Participation in General Meetings	57
49.	Electronic Facilities and Satellite Meetings	58
50.	Omission or non-receipt of notice	59
51.	Changes to Arrangements of General Meetings	59
52.	Quorum	59
53.	Procedure if quorum not present	60
54.	Security, health and safety and access arrangements	60
55.	Chairman of general meeting	61
56.	Orderly Conduct	61
57.	Entitlement to attend and speak	62
58.	Adjournments	62
59.	Notice of adjournment	63
60.	Amendments to Resolutions	63
61.	Amendments Ruled Out of Order	63
62.	Votes of members	63
63.	Method of voting	64
64.	Votes not to be counted	64
65.	Procedure if poll demanded	64
66.	When poll to be taken	65
67.	Continuance of other business after poll demand	65
68.	Votes of joint holders	65
69.	Voting on behalf of incapable member	65

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70.	No right to vote where sums overdue on shares	66
71.	Objections or errors in voting	66
72.	Appointment of proxies	66
73.	Receipt of proxies	67
74.	Maximum validity of proxy	68
75.	Form of proxy	68
76.	Cancellation of proxy's authority	69
77.	Separate general meetings	69
78.	Counting of proxies and poll votes at branch registers	69
79.	Number of directors	69
80.	Directors' shareholding qualification	70
81.	Power of company to appoint directors	70
82.	Power of board to appoint directors	70
83.	Number to retire by rotation	70
84.	Identity of directors to retire	70
85.	Filling vacancies	71
86.	Power of removal by special resolution	71
87.	Persons eligible as directors	71
88.	Position of retiring directors	71
89.	Vacation of office by directors	72
90.	Alternate directors	73
91.	Executive directors	74
92.	Directors' fees	74
93.	Additional Remuneration	74

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94.	Expenses	75
95.	Pensions and gratuities for directors	75
96.	Conflicts of interest requiring board authorisation	75
97.	Other conflicts of interest	77
98.	Benefits	78
99.	Quorum and voting requirements	78
100.	General	81
101.	General powers of company vested in board	81
102.	Borrowing powers	81
103.	Delegation to committees	82
104.	Delegation to individual directors	82
105.	Agents	83
106.	Registers	83
107.	Provision for employees	84
108.	Board meetings	84
109.	Notice of board meetings	84
110.	Quorum	84
111.	Directors below minimum through vacancies	84
112.	Appointment of chairman	85
113.	Competence of meetings	85
114.	Voting	85
115.	Participation in meetings	85
116.	Resolution in writing	86
117.	Validity of acts of board or committee	86

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118.	Use of seals	86
119.	Declaration of dividends by company	86
120.	Payment of interim and fixed dividends by board	87
121.	Calculation and currency of dividends	87
122.	Amounts due on shares may be deducted from dividends	87
123.	No interest on dividends	87
124.	Payment procedure	88
125.	Uncashed dividends	89
126.	Forfeiture of unclaimed dividends	90
127.	Dividends not in cash	90
128.	Scrip dividends	91
129.	Power to capitalise reserves and funds	93
130.	Settlement of difficulties in distribution	94
131.	Power to choose any record date	94
132.	Inspection of records	95
133.	Summary financial statements	95
134.	Method of Service	95
135.	Record date for service	96
136.	Members resident abroad or on branch registers	97
137.	Service of notice on person entitled by transmission	97
138.	Deemed delivery	98
139.	Notice by members	99
140.	Notice when post not available	99
141.	Presumptions where documents destroyed	99

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142. Indemnity of directors

100

9

ARTICLES OF ASSOCIATION

of

STANDARD CHARTERED PLC

(Articles adopted on

6 May 2020)

__________________

1. Exclusion of other regulations
   No regulations set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies shall apply as the regulations or articles of the company.
2. Definitions

In these articles unless the context otherwise requires the words standing in the first column of the following table shall bear the meanings set opposite to them respectively in the second column thereof:

WORDS	MEANING
"address"	includes a number or address used for the
	purposes of sending or receiving
	documents or information by electronic
	means;
"these articles"	means these articles of association as
	altered from time to time by special
	resolution and the expression "this article"
	shall be construed accordingly;
"the auditors"	means the auditors from time to time of
	the company or, in the case of joint
	auditors, any one of them;
"the Bank of England	means the base lending rate most recently
base rate"	set by the Monetary Policy Committee of
	the Bank of England in connection with its
	responsibilities under Part 2 of the Bank of
	England Act 1998;

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"the board"	means the board of directors from time to
	time of the company or the directors
	present at a meeting of the directors at
	which a quorum is present;
"branch registry"	means any office of the company or of a
	registrar for the company at which any
	branch register of members shall for the
	time being be kept;
"certificated share"	means a share which is not an
	uncertificated share or a share in respect
	of which a share warrant has been issued
	(and not cancelled) and references in
	these articles to a share being held in
	certificated form shall be construed
	accordingly;
"clear days"	in relation to the period of a notice means
	that period excluding the day when the
	notice is served or deemed to be served
	and the day for which it is given or on
	which it is to take effect;
"clearing house"	means a recognised clearing house within
	the meaning of Schedule 1 to the
	Securities and Futures Ordinance (Cap.
	571 of the Laws of Hong Kong), or a
	clearing house recognised by English law
	or the laws of any other jurisdiction where
	the shares of the company are listed or
	quoted on a stock exchange from time to
	time;
"close associate(s)"	has the meaning given to it in the Hong
	Kong Listing Rules;
"the Companies Acts"	means every statute (including any orders,
	regulations or other subordinate legislation
	made under it) from time to time in force
	concerning companies in so far as it
	applies to the company;
"electronic facility"	includes (without limitation) website
	addresses and conference call systems
	and any device, system, procedure,
	method or other facility providing an
	electronic means of attendance at and/or