Standard Chartered : Notice of AGM (UK version)

Notice of Annual General Meeting 2021

1 Basinghall Avenue, London, EC2V 5DD

Wednesday 12 May 2021 at 11.00am UK time (6.00pm Hong Kong time)

As a result of the current restrictions in place to address the COVID-19 pandemic, physical attendance at the meeting venue will not be possible and we encourage shareholders to attend the Annual General Meeting electronically.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt regarding any aspect of the proposals referred to in this document or the action you should take, you should consult a stockbroker, solicitor, accountant or other appropriate independent professional adviser.

If you have sold or otherwise transferred all of your shares, please pass this document together with any accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, so that they can pass these documents on to the person who now holds the shares. If you are not sure what to do, please contact an appropriate independent professional adviser. If you have sold or transferred some, but not all, of your shares you should contact the person who arranged the sale or transfer without delay for advice on what action you should take.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

Notice of the Annual General Meeting of Standard Chartered PLC to be held at 1 Basinghall Avenue, London, EC2V 5DD on Wednesday 12 May 2021 at 11.00am UK time (6.00pm Hong Kong time) is set out on pages 4 to 17 of this document. Shareholders will be able to attend the Annual General Meeting electronically through the Lumi web-portal. Information on how to do this is provided on pages 24 and 25.

8 April 2021

STANDARD CHARTERED PLC

LSE Stock Code: STAN.LN

HKSE Stock Code: 02888

Incorporated as a public limited company in

England and Wales

Letter from the Group Chairman

Letter from the Group Chairman

To ordinary shareholders and, for information only, preference shareholders and information rights holders

8 April 2021

José Viñals

Group Chairman

Dear Shareholder,

I hope you have been keeping well during these challenging times. It is a shame we cannot meet in person, however, I am pleased to open this year's Annual General Meeting (AGM) to shareholders through electronic attendance.

Our AGM will be held on Wednesday 12 May 2021 at 11.00am UK time (6.00pm Hong Kong time) at 1 Basinghall Avenue, London, EC2V 5DD.

Given the challenges of the COVID-19 outbreak, as was the case for many other companies, the format of the 2020 AGM was significantly altered. Our intention was to invite shareholders to attend this year's AGM in person as we appreciate that this is an important opportunity for shareholders to engage with the Board regarding Standard Chartered PLC's (the Company) recent performance and strategic priorities, as well as providing a valuable opportunity for shareholders to ask questions.

However, given the prevailing government guidelines on public gatherings, we are now proposing to host our AGM as a combined physical and electronic meeting. Shareholders will not be permitted physical entry into the AGM venue. This ensures that the health and safety of our shareholders, colleagues and other stakeholders is protected.

Shareholders will instead be able to attend the AGM electronically via a live web-portal hosted by Lumi: details of how to join the meeting and the web-portal can be found on pages 24 and 25. Within this portal, shareholders will be able to view a live video feed of the AGM, submit voting instructions and questions in writing or ask them through an audio line. Questions can be submitted in advance of the meeting by sending an email to [e-mail].

Given the evolving nature of the situation, the format of the meeting may change following the publication of this Notice. We will update our shareholders as soon as reasonably possible regarding any such change. As such, please monitor our website sc.com/agm and regulatory news services for any updates. You can also contact our registrar Computershare on [phone].

The following pages contain the particulars of business to be considered at the meeting and details explaining how to vote. Explanatory notes on all business to be considered at this year's AGM can also be found on the following pages. As well as the standard items of business, I would like to draw particular attention to the following matters:

Dividend

The Board is recommending for approval a final dividend of US$0.09 per ordinary share for the year ended 31 December 2020.

For more details on the options available for receiving your cash dividend and the arrangements for calculating and paying the cash dividend please see page 20 of this document.

Board changes

In September 2020, we announced the future appointment of Maria Ramos as an independent non-executive director. Maria brings a wealth of CEO, banking, commercial, financial, policy and international experience. She joined the Board on 1 January 2021 and will stand for election at this year's AGM. All other Board members will stand for re-election.

Following Ngozi Okonjo-Iweala's appointment as the new Director-General of the World Trade Organisation (WTO), Ngozi stepped down from the Board on 28 February 2021.

Ngozi has made valuable contributions to the Board over the past three years and as a bank dedicated to promoting global trade, we hope and believe she will achieve great things at the WTO and wish her all the best in her new role.

2021 Standard Chartered Share Plan

With the 2011 Standard Chartered Share Plan expiring in 2021, the Board is recommending that shareholders approve the 2021 Standard Chartered Share Plan (the Share Plan). The Share Plan is being proposed as an 'umbrella' plan under which our discretionary share awards will be made on similar terms to those under the 2011 Standard Chartered Share Plan. Further details can be found on page 12 and Appendix 1.

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Climate commitments

We want to minimise our impact on the environment and to play our part in supporting the global transition to a low carbon economy. We have previously committed to reduce our operational emissions to net zero by 2030. This year, the Company's group (the Group) announced a commitment to net zero across all of our operations by 2050 (including financed emissions). We recognise that such a commitment must be underpinned by a credible roadmap which will articulate the path to reach that goal and include clear intermediate targets. We intend to engage with stakeholders during the coming months to help develop the Group's net zero climate roadmap which we plan to publish before the end of the year. It is our plan to put this to a shareholder advisory vote at the 2022 AGM.

Voting before the meeting

Your vote is important, and shareholders may vote in advance of the meeting. You can do this in one of two ways:

• Register your proxy vote at www.investorcentre.co.uk/eproxy; or
• Complete the proxy form (or voting instruction form for ShareCare members) sent to you with this document and return it to our registrar.

All proxy forms, including voting instruction forms for ShareCare members, must be received by 11.00am UK time or 6.00pm Hong Kong time on 10 May 2021.

You are strongly encouraged to complete and submit a proxy form (or voting instruction form) appointing the Chair of the AGM as your proxy as this will ensure your votes are cast in accordance with your wishes. Appointing a proxy will not prevent you from attending the AGM electronically and voting on the day.

Further instructions for voting in advance can be found on pages 21 and 22 of this document.

Voting at the meeting

If you wish to vote on the day of the AGM this is possible by voting on an electronic poll via the Lumi web-portal. Further instructions for voting on the day of the AGM can be found on page 25 of this document.

Recommendation

The Board considers all the resolutions within this document to be in the best interests of the Company and its shareholders. The Board recommends that all shareholders vote in favour of all the resolutions, as the directors intend to do in respect of their own shares (with the exception of resolution 21, as in accordance with Rule 7.19A(1) of the Hong Kong Listing Rules, the directors (excluding independent non-executive directors) and their respective associates will abstain from voting on resolution 21 for the reasons set out on page 13 of this document).

In line with our sustainability agenda and commitments to reduce our impact on the environment we would encourage shareholders to request electronic communications

and payment of dividends by registering at www.investorcentre.co.uk.

I look forward to seeing you in attendance at the AGM via the live web-portal and hopefully in person in 2022.

Yours sincerely,

José Viñals,

Group Chairman

the from Letter

Chairman Group

Standard Chartered - Notice of Annual General Meeting 2021

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Notice of AGM 2021 and Explanatory Notes

Notice of Annual General Meeting 2021 and Explanatory Notes

This year's AGM will be held at 1 Basinghall Avenue, London, EC2V 5DD on Wednesday 12 May 2021 at 11.00am UK time (6.00pm Hong Kong time). Physical attendance at the venue will not be possible as a result of the current national restrictions in place to address the COVID-19 pandemic. Shareholders can instead attend electronically via the Lumi web-portal. Please see pages 24 and 25 of this document for further details on how to attend the AGM electronically.

You will be asked to consider and, if thought fit, pass the resolutions below.

Resolutions 1 to 23 (inclusive) are proposed as ordinary resolutions, which must each receive more than 50 per cent of the votes cast in order to be passed. Resolutions 24 to 29

(inclusive) are proposed as special resolutions, which must each receive at least 75 per cent of the votes cast in order to be passed. Please note that a vote 'withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'for' or 'against' a resolution.

The results of the voting on the resolutions proposed at the AGM will be announced to the London Stock Exchange, The Stock Exchange of Hong Kong Limited and published on our website (sc.com/agm) as soon as possible after the conclusion of the meeting.

References in this Notice to the issued ordinary share capital of the Company do not include those shares which have been bought back by the Company and are pending cancellation.

Resolution Summary

Resolutions	Category	Page number
1 to 3	Accounts, Dividend and Remuneration Report	4 and 5
4 to 16	Directors' Election / Re-election	5 to 11
17 and 18	Appointment of Auditor / Auditor Fees	11
19	Political Donations	11 and 12
20	2021 Standard Chartered Share Plan	12
21 to 26	Share Allotment Authorities	12 to 15
27 and 28	Purchase of own Ordinary Shares and Preference Shares	15 to 17
29	Notice Period for General Meetings	17

Ordinary Resolutions

Accounts, Dividend and Remuneration Report

Resolutions 1-3 ask that shareholders receive the Company's annual report and accounts, approve the payment of a final dividend, and approve the Directors' Remuneration Report.

1. To receive the Company's annual report and accounts for the financial year ended 31 December 2020 together with the reports of the directors and auditors.

The directors are required under the Companies Act 2006 to present the reports of the directors and auditors of the Company, and the audited accounts of the Company for each financial year (in this case for the year ended 31 December 2020), to shareholders at a general meeting. A copy of the Company's 2020 annual report can be accessed on our website at sc.com/en/investors/financial-results.

2. To declare a final dividend of US$0.09 per ordinary share for the year ended 31 December 2020.

Final dividends must be approved by shareholders but cannot be more than the amount recommended by the directors. If shareholders approve resolution 2, the final dividend of US$0.09 per ordinary share will be paid in either sterling, Hong Kong dollars or US dollars on 20 May 2021 to shareholders on the UK register of members at 10.00pm UK time on 5 March 2021, and to shareholders on the Hong Kong branch register of members at the opening of business in Hong Kong (9.00am Hong Kong time) on 5 March 2021.

2020 Final Dividend Options

Shareholders on the UK register and Hong Kong branch register will receive their 2020 final year dividend as cash only. The options available for receiving your cash dividend and the arrangements for calculating and paying the cash dividend are set out on page 20.

The cash dividend is quoted in US dollars and the amount that shareholders will receive in Hong Kong dollars is

4 Standard Chartered - Notice of Annual General Meeting 2021

calculated by using the forward US dollar/Hong Kong dollar exchange rate as displayed on the appropriate page of the Bloomberg screen at or around 2.00pm (UK time) on 27 April 2021, which will be published on our website at sc.com/shareholders.

The Stock Exchange of Hong Kong Limited granted a waiver to the Company on 7 December 2011 from compliance with Rule 13.66(2) of the Rules Governing the Listing of Securities on the Stock Exchange and Note 3 thereunder relating to record dates for the Company's final dividends.

1. To approve the annual report on remuneration contained in the Directors' Remuneration Report for the year ended

1. December 2020 as set out on pages 133 to 166 of the 2020 annual report.

The Directors' Remuneration Report sets out the pay and benefits received by each of the directors for the year ended 31 December 2020. The Company is required to seek shareholders' approval in respect of the contents of this report on an annual basis. The vote on the annual report on remuneration will be advisory.

The Company will present its new directors' remuneration policy to shareholders at its 2022 AGM.

and 2021 AGM of Notice Notes Explanatory

Directors' Election / Re-election

Resolutions 4-16 concern the election or	The Board has concluded that there are no circumstances
re‑election of the Company's directors. All	likely to impair any individual non-executive director's
directors are standing for election or re-election.	judgement. This follows a process of formal evaluation which
(Ages of directors are at the date of AGM.)	confirms that each director being proposed for election or
In accordance with the UK Corporate Governance Code 2018	re-election makes an effective and valuable contribution to
the Board and demonstrates commitment to the role, and
all directors will stand for election or re-election at the AGM
hence the Board is recommending each director's election or
this year. The Board is satisfied that it continues to maintain
re-election.
an appropriate balance of skills, experience and knowledge
Biographical details of our directors, which also indicate how
and that all non-executive directors are independent of the
Company.	each director contributes to the diversity of the Board, are set
	out on pages 5 to 11 of this document.
Committee key

	Committee Chair shown in green	N Governance and Nomination Committee
A	Audit Committee	C	Board Financial Crime Risk Committee
Ri	Board Risk Committee	R	Remuneration Committee

• Brand, Values and Conduct Committee

4. To elect Maria Ramos (62), an independent non-executive director.

Maria Ramos

Independent Non-Executive Director

Appointed January 2021. Maria was also appointed to the Court of Standard Chartered Bank in January 2021.

Experience Maria has extensive CEO, banking, commercial, financial, policy and international experience.

Career Based in South Africa, Maria served as chief executive officer of ABSA Group Limited (previously Barclays Africa Group), a diversified financial services group serving 12 African markets from 2009 to 2019. Before joining ABSA, Maria was the group chief executive of Transnet Ltd, the state-owned freight transport and logistics service provider for five years. Prior to her CEO career, Maria served for seven years as director-general of South Africa's National Treasury (formerly the Department of Finance) where she played a key role in transforming the National Treasury into one of the most effective and efficient state departments in the post-apartheid administration. Maria has served on a number of international boards, including Sanlam Ltd, Remgro Ltd, and SABMiller plc, and more recently was a non-executive director of The Saudi British Bank and Public Investment Corporation Limited before stepping down in December 2020. Maria holds two bachelor's degrees in Economics from the University of the Witwatersrand in

Johannesburg, a Master's degree in Economics from the School of Oriental and African Studies in London and a Banker's Diploma. She is also a Certified Associate of the Institute of Bankers (South Africa).

External appointments Maria is chair of AngloGold Ashanti Limited and a non- executive director of Compagnie Financière Richemont SA. She is also a member of the Group of Thirty, sits on the International Advisory Board of the Blavatnik School of Government at Oxford University, the advisory board of the Bretton Woods Committee, and the Board of Protectors of Ikamva Labantu Charitable Trust.

Committees A Ri

Contribution Maria's sizeable experience and expertise as a CEO and across banking, commercial, policy and financial services on an international scale supports the Group's intention to continue its focus on helping people and companies prosper across our footprint. This in turn supports the Group's strategic business plan through 2021 and beyond. The Board recommends Maria's election.

Standard Chartered - Notice of Annual General Meeting 2021

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