O'seas Regulatory Announcemnt

Standard Chartered PLC
26 March 2007



The following is the text of a regulatory announcement made in Hong Kong on 26
March 2007:

                       'CONTINUING CONNECTED TRANSACTIONS


This announcement is being published pursuant to Rule 14A.47 of the Hong Kong
Listing Rules.


By virtue of its greater than 10 per cent stake in the Company (in holding a 12
per cent stake) and the 20 per cent stake held by two of its associates in three
minor subsidiaries of the Company, Temasek, together with its associates, are
related parties and connected persons of the Company for the purposes of the UK
and Hong Kong Listing Rules respectively.


The Rules are intended to ensure that there is no favourable treatment to
Temasek as a substantial shareholder or to its associates to the detriment of
other shareholders of the Company.  While the Company will ensure that this is
the case, the Board believes that strict compliance with the Listing Rules in
respect of transactions with Temasek/its associates would be impractical and
unduly onerous and would, in fact, be to the detriment of Shareholders as a
whole by unduly restricting the Group's business.


Accordingly, the Company has sought and obtained Waivers from the Hong Kong
Stock Exchange which would exempt the Company from strict compliance with
certain aspects of the Hong Kong Listing Rules and permit the continuance of
Ongoing Banking Transactions with Temasek and its associates.  These Waivers,
and certain other matters relating to such transactions with Temasek and its
associates, are granted subject to the approval of the Independent Shareholders
of the Company.



Pursuant to Rule 14A.49, the Notice of Annual General Meeting 2007 to be
despatched to the Shareholders on or around 26 March 2007 contains details of
the Resolutions to be proposed to consider and, if thought fit, approve the
various Temasek-related matters at the Company's AGM to be held on 3 May 2007.



An Independent Board Committee comprising independent non-executive directors
has been appointed to advise the Independent Shareholders in respect of the
Resolutions.  An Independent Financial Adviser has also been appointed to make
recommendations to the Independent Board Committee and the Independent
Shareholders on the fairness and reasonableness of the Resolutions and whether
they are in the interests of the Company and the Shareholders as a whole.



Temasek and its associates will abstain from voting at the AGM in respect of the
Resolutions.





CONTINUING CONNECTED TRANSACTIONS



Introduction

By virtue of its greater than 10 per cent stake in the Company (in holding a 12
per cent stake) and the 20 per cent stake held by two of its associates in three
minor subsidiaries of the Company, Temasek, together with its associates, are
related parties and connected persons of the Company for the purposes of the
related party rules under the UK Listing Rules and the connected transaction
rules under the Hong Kong Listing Rules respectively.  This means that where any
member of the Group enters into a transaction with Temasek or any of its
associates, the Company may, depending on the size or nature of the transaction,
be required to comply with the reporting, announcement and independent
shareholders' approval requirements of these Rules.

The Rules are intended to ensure that there is no favourable treatment to
Temasek as a substantial shareholder or to its associates to the detriment of
other shareholders of the Company.  While the Company will ensure that this is
the case, the Board believes that strict compliance with the Hong Kong Listing
Rules in respect of transactions with Temasek/its associates would be
impractical and unduly onerous and would, in fact, be to the detriment of
Shareholders as a whole by unduly restricting the Group's business.
Accordingly, the Company is asking the Independent Shareholders to approve the
Waivers which have been obtained from the Hong Kong Stock Exchange in this
respect and also certain other matters relating to transactions with Temasek and
its associates, which would exempt the Company from strict compliance with
certain aspects of the Hong Kong Listing Rules and permit the continuance of
certain transactions with Temasek and its associates.  Further details on these
Waivers and other related matters are given below.  The related party rules
under the UK Listing Rules are less onerous and the Company is able to comply
with them without the same restriction to its business.



Background on Temasek

Temasek is a substantial investment company that has a diversified portfolio of
investments spanning various industries.  The Group itself has substantial
banking and related businesses in many of the countries in which Temasek and its
associates operate and the Group has entered into and would wish to continue to
enter into an extensive number of banking and other financial services
transactions with Temasek and its associates in the ordinary course of its
business.  Such transactions have been, and would continue to be, on normal
commercial terms or on terms that are fair and reasonable and in the interests
of the Group and Shareholders as a whole.  Our imperative from a business
perspective is not to impede these dealings but to establish a process which
allows such ordinary course business transactions to continue on the same basis
as before Temasek became a substantial shareholder of the Company and to develop
this business as opportunities may arise, so far as this would be in the Group's
interest.



Waiver from strict compliance with the reporting and annual review requirements
of the Hong Kong Listing Rules in respect of Ongoing Banking Transactions with
Temasek associates that the Company has not been able to identify



Under the Hong Kong Listing Rules, the definition of 'associate' extends to
Temasek's holding company, subsidiary companies and 30 per cent investee
companies ('30 per cent investee companies') and subsidiaries, holding
companies, fellow subsidiaries of such holding companies and 30 per cent
investee companies of such 30 per cent investee companies.



Given Temasek's diversified portfolio of investments and the extent of the
definition of 'associate' under the Hong Kong Listing Rules, the Company has
been liaising directly with Temasek in order to ascertain which companies are
Temasek 'associates' within the Listing Rules definitions.  Based on the most
recent information received, there are in excess of 1,200 subsidiaries which are
associates of Temasek (i.e. not including the 30 per cent investee companies or
the subsidiaries, holding companies, fellow subsidiaries of such holding
companies or 30 per cent investee companies of such 30 per cent investee
companies included within the Hong Kong Listing Rules definition).



Temasek does not maintain details of all of its 'associates' as defined by the
Hong Kong Listing Rules, nor is there any legal or other obligation on it to do
so.  Therefore, as a practical matter, it has not been and will not be possible
for the Company to identify every single Temasek associate (which could be
several thousand companies), particularly those that are more distantly related
to Temasek such as the subsidiaries, holding companies, fellow subsidiaries of
such holding companies and 30 per cent investee companies of its 30 per cent
investee companies.  However, the Company is maintaining and will continue to
maintain a list of associates of Temasek from the sources set out in the
following paragraph, in order to identify related party transactions and
connected transactions with such associates.



In view of the difficulty of identifying all of the Temasek's associates, the
Company has been granted a Waiver by the Hong Kong Stock Exchange (conditional
on Independent Shareholder approval and for a period of three years ending 3 May
2010) from strict compliance with the reporting and annual review requirements
of Chapter 14A of the Hong Kong Listing Rules in respect of the Ongoing Banking
Transactions with associates of Temasek that the Company has not been able to
identify, despite having applied all reasonable efforts to identify such
associates.  This is on the basis that the Company will endeavour to identify
Temasek associates utilising the following sources:



•         a list of associates provided by Temasek that, in respect of its
subsidiaries, will be updated on a quarterly basis, and that, in respect of the
other associates which it identifies, will be updated on an annual basis;

•         press announcements made by Temasek (Temasek has agreed to add the
Company to its list of recipients of these);

•         the Company's own records of ownership of its clients that are
maintained for credit control purposes;

•         a global survey of the Company's Wholesale Bank's corporate
relationship managers to identify (and with a request to them to remain vigilant
to identify) corporate clients where Temasek has an effective stake of 30 per
cent or more in a current Wholesale Bank client;

•         information which the Company may otherwise have from its dealings
with Temasek and its associates or its knowledge in the market; and

•         information from press articles from any of the Company's existing
internal media reporting systems.



Further, transactions with Temasek and its associates have been and will
continue to be on normal commercial terms or on terms that are fair and
reasonable and in the interests of the Group and the Shareholders taken as a
whole.  This is assured by the following processes and requirements within the
Group:



•         client-facing staff are required to maximise profits and minimise risk
at all times;

•         credit risk controls and transaction monitoring by the Group are
designed to prevent business being done at rates or prices that are not
economically profitable to the Group, or, in the case of market transactions,
that are effected at off-market rates;

•         transactions with Temasek and its associates have been and will
continue to be subject to the same credit approval processes as before the time
they became connected persons of the Company;

•         all transactions involving credit exposure are subject to limits on
credit risk taken set by risk officers located in the businesses but with
separate reporting lines to the Group Chief Risk Officer (who reports to the
Group Executive Director for Risk).  Significant exposures are reviewed and
approved centrally through a Group or regional level credit committee.  Also,
internal controls on credit exposure require, amongst other things, an annual
review and approval of credit exposures to individual client groups such as
Temasek or its associates.  All risk officers and credit committees are
accountable to the Group Chief Risk Officer and are governed by policies laid
down by the Group Risk Committee; and

•         any procurement services sought from Temasek or its associates will
follow the standard Supplier Management Framework process, applied to assist the
Group in identifying suppliers which offer the best value in terms of pricing,
quality and expertise.

Consistent with the purpose of the connected transaction rules and in line with
the Company's running of its business, there has been no favourable treatment
afforded to Temasek or any of its associates since 20 July 2006 and transactions
with Temasek and its associates have at all times been, and will continue to be,
undertaken on normal commercial terms or on terms that are fair and reasonable
and in the interests of the Group and the Shareholders taken as a whole.



Further details of the Ongoing Banking Transactions are set out below.



Written agreements



Under Rule 14A.35(1) of the Hong Kong Listing Rules, any relevant member of the
Group would be required to enter into a fixed-term written agreement with
Temasek or its associates (as the case may be) in relation to non-exempt
continuing connected transactions, including any Ongoing Banking Transactions.
Such written agreement would be required to (a) be for a fixed period (not
exceeding 3 years, except in special circumstances); (b) provide that normal
commercial terms would apply to such transactions; and (c) set out how the
payments to be made in respect of such transactions would be calculated.
However, it would be unduly burdensome to require the Company to enter into a
written agreement with Temasek and its associates given the extensive number of
associates and also the fact that Temasek does not exercise management control
over a large number of them and would not be able to undertake to procure
compliance by its associates with the terms of any such written agreement.
Notwithstanding the fact that there will be no fixed-term written agreement in
place in accordance with Rule 14A.35(1), there will of course be a contract
(which may be written, oral or through course of conduct) between the relevant
member of the Group and the client/counterparty, being Temasek or one of its
associates, governing the individual transactions.



Therefore, conditional on approval by the Independent Shareholders of the
Company, the Hong Kong Stock Exchange has granted a Waiver from compliance with
the requirement to enter into a fixed-term written agreement with Temasek and
each of its associates in respect of the Ongoing Banking Transactions for a
period of three years ending 3 May 2010.  The Waiver was requested and granted
on the basis that it is not practicable for the Company to enter into such
agreements with Temasek given the vast number of Temasek associates and the fact
that Temasek does not exercise management control over a large number of such
associates.



The Company has assured the Hong Kong Stock Exchange that such transactions with
Temasek and its associates will always be entered into on normal commercial
terms or on terms that are fair and reasonable and in the interests of the Group
and the Shareholders taken as a whole.



Further details of the Ongoing Banking Transactions are set out below.



Ongoing Banking Transactions



The Ongoing Banking Transactions constitute continuing connected transactions
within the meaning of Chapter 14A of the Hong Kong Listing Rules.  Set out below
are details of such Ongoing Banking Transactions entered into or which may be
entered into between members of the Group and Temasek or its associates in the
ordinary and usual course of business and on normal commercial terms (and with
reference to prevailing market rates) or in accordance with the practice
commonly adopted in the market (where applicable).



The Company proposes to seek ratification of the past Ongoing Banking
Transactions entered into between the Group and Temasek and its associates until
the date of the AGM.  It is proposed that this resolution would go back to the
date when Temasek acquired its greater than 10 per cent stake in the Company on
20 July 2006, since which time the Company has been seeking waivers from the
Hong Kong Stock Exchange in respect of the Ongoing Banking Transactions (and the
other matters that will be covered by the other Resolutions).  These Waivers, as
now granted, moving forward are subject to approval by the Independent
Shareholders, and relate to Ongoing Banking Transactions with Temasek and its
associates for the three-year period from the AGM.  However, the Company also
proposes to seek Independent Shareholder ratification in respect of such
transactions entered into from 20 July 2006 until the date of the AGM.
Consistent with the purpose of the connected transaction rules and in line with
the Company's running of its business, there has been no favourable treatment
afforded to Temasek or any of its associates since 20 July 2006 and such
transactions with such persons have at all times been undertaken on normal
commercial terms.



Data on such Ongoing Banking Transactions between the Group and Temasek and its
associates is provided for the period from 20 July 2006 until 31 December 2006
as indicated below.



The Company will also seek approval for such Ongoing Banking Transactions for a
period of three years from the date of the AGM i.e. until 3 May 2010 (which is
consistent with the maximum fixed period for non-exempt continuing connected
transactions under Rule 14A.35(1) of the Hong Kong Listing Rules), as well as
approval for the Waiver (which, if Temasek remains a connected person of the
Company, will need to be renewed every three years) from strict compliance with
the requirement to set a maximum aggregate annual value or a 'cap' for each of
these transactions with Temasek and its associates.  As explained above,
consistent with the purpose of the connected transaction rules and in line with
the Company's running of its business, there will be no favourable treatment
afforded to Temasek or its associates and transactions with such persons will
continue to be undertaken on normal commercial terms.



During the Relevant Period, there have not been any Physical Commodities Dealing
Transactions, Underwriting Transactions, Fund Management Services, Insurance
Transactions or Brokerage Services, all as set out below, with Temasek or any of
its associates.  However, these types of transactions are in the ordinary and
usual course of business of the Group and may become increasingly important to
the Group in the near future.  Accordingly, the Company proposes to seek
Independent Shareholder approval for these types of transactions which may also
be undertaken with Temasek or its associates in future.



Each of the Ongoing Banking Transactions, including those as set out in the
preceding paragraph above, is or potentially will be carried out frequently, on
a regular basis and where Temasek or any of its associates, as a client, will
need or expect the transaction to be executed or the service to be provided
quickly.  This is the very nature of such business.



In respect of each of the Ongoing Banking Transactions described below,
references to 'associates' of Temasek are to such associates of Temasek as the
Company is able to identify using all reasonable efforts in the manner described
above.  Furthermore, information on volumes and values of transactions with
Temasek and its associates in respect of Ongoing Banking Transactions during the
Relevant Period (as applicable) include all transactions during such period with
any entity that was an associate of Temasek at any time during the period even
if they have since ceased to be an associate of Temasek.



Foreign Exchange Transactions
Members of the Group enter into spot, forward and foreign exchange swap
contracts with counterparties and clients, including Temasek and its associates,
for the purpose of foreign exchange risk management and in response to
customer-driven transactions.



The value of outstanding Foreign Exchange Transactions between the Group and
Temasek and its associates as at 31 December 2006 was US$1,119 million.  In the
Relevant Period, the Group entered into 2,650 Foreign Exchange Transactions with
a total of 44 companies which are associates of Temasek (as well as Temasek
itself).



Derivatives Transactions

The Group enters into over-the-counter derivatives transactions with clients and
counterparties, including Temasek and its associates, which include swaps,
forwards, options and combinations thereof on foreign exchange, interest rates,
commodities, credit risk, bonds, equities and any other classes of underlying
prices, rates, indices or instruments.  The Derivatives Transactions are entered
into for a variety of reasons, including to allow Temasek and its associates to
hedge their exposure to an underlying asset class or for the purpose of taking a
risk position in relation to that underlying asset class.



The notional amount of the outstanding Derivatives Transactions between the
Group and Temasek and its associates as at 31 December 2006 was US$2,555
million.  In the Relevant Period, the Group entered into 755 Derivatives
Transactions with a total of 16 companies which are associates of Temasek.



Capital Markets Dealing Transactions

As part of its ordinary and usual course of business, the Group enters into
capital markets dealing transactions with clients and counterparties, including
Temasek and its associates, which include (but are not limited to) sales,
purchases and participations of securities, loans and other financial
instruments issued by independent third parties or by a member of the Group or
by Temasek or any of its associates.  From the Group's perspective, the Capital
Markets Dealing Transactions are secondary market transactions for trading
purposes.



The value of the Capital Markets Dealing Transactions between the Group and
Temasek and its associates in the Relevant Period was US$709 million.  In
addition, in the Relevant Period, the Group entered into 125 Capital Markets
Dealing Transactions with a total of 13 companies which are associates of
Temasek.



Physical Commodity Dealing Transactions

In the ordinary and usual course of its business, members of the Group deal in
physical commodities with clients and counterparties, which may include Temasek
or any of its associates.  Most of these transactions relate to financing
transactions, such as inventory finance in which a member of the Group takes
title to the relevant commodities, and have the benefit of the financial
assistance exemptions in the Hong Kong Listing Rules.  However, transactions
entered into for hedging purposes in connection with commodity derivatives and
some other transactions in physical commodities are not connected with a
financing and are not, therefore, exempt under the Hong Kong Listing Rules.



Although the Group has not entered into any such transactions with Temasek or
its associates during the Relevant Period, physical commodity dealing
transactions are part of the ordinary and usual course of business of the Group.
  It is possible, therefore, that the Group may enter into such transactions
with Temasek and any of its associates in the future and, accordingly, Physical
Commodity Dealing Transactions have been included in the definition of Ongoing
Banking Transactions for which Independent Shareholder approval is being sought.



Underwriting Transactions

In the ordinary and usual course of its business, members of the Group act as an
underwriter on issues of equity securities by clients, which may include Temasek
or any of its associates.  This would include underwriting issues of shares
(including preference shares), convertible equity securities and warrants or
similar rights to subscribe or purchase shares or convertible equity securities.
  This would also involve the payment by the Temasek issuer to the Group of an
underwriting fee and, in the event that the issue of securities is not fully
subscribed, may involve the relevant member of the Group acquiring a portion of
the equity securities under the underwriting arrangements.  Any such securities
acquired will be held on the relevant member of the Group's trading book but, in
accordance with internal guidelines, will be sold on to an independent third
party at the earliest opportunity.



Although the Group has not entered into any such transactions with Temasek or
its associates during the Relevant Period, underwriting transactions are part of
the ordinary and usual course of business of the Group.  It is possible,
therefore, that the Group may enter into such transactions with Temasek and any
of its associates in the future and, accordingly, Underwriting Transactions have
been included in the definition of Ongoing Banking Transactions for which
Independent Shareholder approval is being sought.



Financial Assistance Transactions by Non-Banking Subsidiaries

Under the Hong Kong Listing Rules, certain financial assistance transactions
entered into by banking companies which are duly licensed or authorised under
the Banking Ordinance or under appropriate overseas legislation or authority are
exempt from the connected transaction requirements of the Hong Kong Listing
Rules (Rule 14A.65).  However, there may be circumstances where a Non-Banking
Subsidiary provides financial assistance in the ordinary course of its business
to Temasek or its associates.  Accordingly, Independent Shareholder approval is
also being sought (on the basis that the financial assistance exemptions under
the Hong Kong Listing Rules are ordinarily not available to such companies) to
allow the Non-Banking Subsidiaries to continue to enter into Financial
Assistance Transactions with Temasek and its associates as part of their
ordinary course of business.



The Financial Assistance Transactions with clients and counterparties, including
Temasek and its associates, include granting credit, lending money, providing
security for or guaranteeing a loan.  The value of the Financial Assistance
Transactions between the Non-Banking Subsidiaries within the Group and Temasek
and its associates in the Relevant Period was US$14 million.  In addition, in
the Relevant Period, the Non-Banking Subsidiaries within the Group entered into
one Financial Assistance Transaction with one company which is an associate of
Temasek.



Secured Financial Assistance Transactions

Under the Hong Kong Listing Rules, certain financial assistance transactions are
exempt from the connected transaction requirements of the Hong Kong Listing
Rules.  However, there may be circumstances where a member of the Group is
required to grant security, in the form of margin, collateral or similar
arrangements in connection with financial assistance provided by Temasek or any
of its associates, in the ordinary and usual course of its business and on
normal commercial terms.  For example, as part of repurchase, reverse repurchase
or stock borrowing and lending transactions.  In these circumstances, the
financial assistance exemption under Rule 14A.65(4) is not available to the
relevant member of the Group.  Accordingly, Independent Shareholder approval is
being sought to allow the Group to continue to enter into financial assistance
transactions even where such margin, collateral or other security is required to
be granted by the Group as part of its ordinary course of business.  More
information on such margin and collateral arrangements is set out below in the
section headed 'Margin arrangements for OTC foreign exchange, derivatives, repo
and stock lending transactions'.



Fund Management Services

The Group provides fund management services to clients and, in the future, may
receive fund management services from third parties, which may include Temasek
and its associates, including the provision of discretionary fund and asset
management services.  This would involve the payment by Temasek or any of its
associates to the Group (and vice versa where Temasek or its associates is
providing services to the Group) of fees and commission with reference to
prevailing market rates.



Although the Group has not entered into any such transactions with Temasek or
its associates during the Relevant Period, fund management services are part of
the ordinary and usual course of business of the Group.  It is possible,
therefore, that the Group may enter into such transactions with Temasek and any
of its associates in the future and, accordingly, Fund Management Services have
been included in the definition of Ongoing Banking Transactions for which
Independent Shareholder approval is being sought.



Securities Services

The Group provides securities services to clients including Temasek and its
associates which includes the provision of custody, escrow agency, receiving
bank, trustee, transfer agency, paying agency and funds administration services,
derivatives clearing services and facilities for custody clients to lend their
securities.



The fee income in relation to the Securities Services provided to Temasek and
its associates in the Relevant Period was US$2 million.  In addition, during
that period, the Group provided Securities Services to 13 companies which are
associates of Temasek.



Cash Management Services

The Group provides cash management services to clients including Temasek and its
associates, which include account services (payments and collections) to enable
clients to operate their current, savings and other accounts, liquidity
management services (allowing clients to optimise interest earned from credit
balances and to minimise interest charged on debit balances across a number of
the client's accounts by transferring balances at the end of each day to a
single master account ('sweeping') or by notionally aggregating the balances ('
pooling') for the purpose of calculating the interest on the net balance of the
client) and clearing services.



The gross revenue from Cash Management Services provided to Temasek and its
associates in the Relevant Period was US$1 million.  During that period, the
Group provided Cash Management Services to 93 companies which are associates of
Temasek.



Trade Services

The Group offers a wide range of trade finance products to clients including
Temasek and its associates involving lending or other extensions of credit,
including issuing, confirming, negotiating and discounting letters of credit;
negotiating and discounting trade bills; import finance; export and pre-export
finance; shipping guarantees; performance guarantees and letters of indemnity.
However, the Group also participates in some transactions and provides some
services that do not involve credit exposure, such as export bills collection,
advising of letters of credit, document preparation, processing and checking
services, and safekeeping of documents.  These non-credit services are generally
provided to the same clients that use the Group's credit products, which
includes Temasek and its associates, and are often provided as part of an
overall banking package.



The gross revenue from Trade Services provided to Temasek and its associates in
the Relevant Period was US$1 million.  Trade Services were provided to 19
companies which are associates of Temasek during that period.



Advisory and Arranging Services

The Group provides advisory and arranging services, in particular corporate
finance advisory services, arranging and advising on loans from third party
lenders and public and private placements of securities (where the Group does
not participate as lender, underwriter or subscriber) to clients including
Temasek and its associates.



The fee income from the Advisory and Arranging Services provided to two
companies which are associates of Temasek in the Relevant Period was US$0.2
million.



Brokerage Services

In the ordinary and usual course of its dealing businesses members of the Group
use brokerage services from brokers, which may include associates of Temasek.



Although the Group has not entered into any such transactions with Temasek or
its associates during the Relevant Period, the Group uses brokerage services in
its ordinary and usual course of business.  It is possible, therefore, that the
Group may enter into such transactions with Temasek and any of its associates in
the future and, accordingly, Brokerage Services have been included in the
definition of Ongoing Banking Transactions for which Independent Shareholder
approval is being sought.



Insurance Transactions

In the ordinary and usual course of its business, members of the Group purchase
insurance cover against credit, political and event risks, which may include
insurance cover from Temasek or its associates.



Although the Group has not entered into any such transactions with Temasek or
its associates during the Relevant Period, insurance transactions are part of
the ordinary and usual course of business of the Group.  It is possible,
therefore, that the Group may enter into such transactions with Temasek and any
of its associates in the future and, accordingly, Insurance Transactions have
been included in the definition of Ongoing Banking Transactions for which
Independent Shareholder approval is being sought.



Margin arrangements for OTC foreign exchange, derivatives, repo and stock
lending transactions



The Group, in line with most international banks, uses the ISDA master agreement
to govern most of its 'over-the-counter' or 'OTC' transactions in foreign
exchange and derivatives, the Global Master Repurchase Agreement to govern most
of its repurchase and reverse repurchase transactions and the Securities Lending
Agreement to govern most of its stock borrowing and lending transactions.  These
master agreements are bilateral agreements designed to govern a course of
dealing in a wide range of OTC transactions, and one of their primary purposes
is to reduce the credit exposure inherent in the underlying transactions by
providing for the netting of the close out values of transactions in the event
of a default or failure of one of the parties.



In order to reduce credit exposure further, banks will often include in their
master agreements a Credit Support Annex (CSA) unless the master agreement
itself already provides for the parties to post collateral with each other.
This would normally be in the form of cash or securities, in order to reduce the
credit exposure of one party to the other represented by the net mark-to-market
value of transactions between them at any given time.  The obligation to post
collateral is usually mutual and the amount of collateral posted will vary over
time with changes in the net mark-to-market value of transactions outstanding.



Collateral arrangements through master agreements or CSAs are a very common
feature of and inherent part of the overall transactions between banks and
between banks and corporates, including foreign exchange, derivatives,
repurchase and reverse repurchase, and stock borrowing and lending transactions.



From time to time, the Group may have collateral arrangements in place with a
number of Temasek associates as well as Temasek itself.  The transactions with
Temasek and its associates that are governed by a master agreement and CSA will
either constitute 'financial assistance' provided by the Group to Temasek or its
associates, which may be exempt under Rules 14A.65 to 14A.66 of the Hong Kong
Listing Rules, or will be subject to Independent Shareholder approval as Ongoing
Banking Transactions.



The Company proposes to seek ratification of margin, collateral and other
similar arrangements entered into with Temasek and its associates in connection
with the Ongoing Banking Transactions from 20 July 2006 until the date of the
AGM. The Company will also seek approval for such margin, collateral and other
similar arrangements in connection with the Ongoing Banking Transactions with
Temasek and its associates for a period of three years from the date of the AGM
i.e. until 3 May 2010 (which is consistent with the maximum fixed period for
non-exempt continuing connected transactions under Rule 14A.35(1) of the Hong
Kong Listing Rules).



Annual cap


Pursuant to the Hong Kong Listing Rules, the Company is required to set a
maximum aggregate annual value or a 'cap' for each of the Ongoing Banking
Transactions with Temasek and its associates.  The Hong Kong Stock Exchange has
granted a Waiver (conditional on Independent Shareholder approval, which will
need to be renewed every three years if Temasek remains a connected person of
the Company) from strict compliance with this requirement on the basis of (but
not limited to) the following:



(a) since each of the Ongoing Banking Transactions is entered into in the
ordinary and usual course of business of the Group, the volume and aggregate
value of each of these transactions varies from time to time and from year to
year depending on a number of factors including (but not limited to) which
companies constitute associates of Temasek, the range of banking products and
services offered by the Group, and fluctuations in financial markets and
economic conditions.  In addition, given the volume and size of each of these
transactions, it would be difficult and impracticable to estimate and set a
maximum aggregate annual value for each of the transactions.  Furthermore,
references to previous figures for each of these transactions may not be a fair
indication as to the expected value of the transactions for the next three
years;



(b) in respect of some of the Ongoing Banking Transactions, such as Foreign
Exchange Transactions, Derivatives Transactions, Capital Markets Dealing
Transactions and certain Secured Financial Assistance Transactions, these are
generally entered into in response to customer demand, are sensitive to market
rates and require execution in a very short time frame.  If the relevant
transactions were to exceed the maximum aggregate annual value, the obligation
to seek independent shareholder approval in accordance with Chapter 14A of the
Hong Kong Listing Rules would cause significant delay to such transactions and,
as such, the Group would not be able to provide a responsive service to Temasek
and its associates.  This would, in turn, significantly limit the existing
operations and potential business growth of the Group to the detriment of the
Company and its Shareholders as a whole; and



(c) all of the Ongoing Banking Transactions with Temasek and its associates are,
and will continue to be, entered into on an arm's length basis or on terms that
are fair and reasonable and in the interests of the Group and the Shareholders
taken as a whole.



The Company will also seek approval of the Waiver that no maximum aggregate
annual value or 'cap' be imposed on the Ongoing Banking Transactions in respect
of such transactions for the three-year period ending 3 May 2010.



REASONS FOR THE ONGOING CONNECTED TRANSACTIONS



The directors (including the independent non-executive directors) consider that
each of the Ongoing Banking Transactions has been or will be entered into in the
ordinary course of business of the Group and on normal commercial terms or on
terms that are fair and reasonable so far as the Independent Shareholders are
concerned and are in the interests of the Group and the Shareholders taken as a
whole.  The directors also consider it to be in the interests of the Group to
engage in the Ongoing Banking Transactions with Temasek and its associates as
each of such transactions is beneficial to the business and profitability of the
Group.



INFORMATION ON THE COMPANY AND TEMASEK



The Company

The Company is listed on both the London Stock Exchange and the Hong Kong Stock
Exchange and is consistently ranked in the top 25 among FTSE-100 companies by
market capitalisation.



Standard Chartered has a history of over 150 years in banking and operates in
many of the world's fastest-growing markets with an extensive global network of
over 1,400 branches (including subsidiaries, associates and joint ventures) in
over 50 countries in the Asia Pacific Region, South Asia, the Middle East,
Africa, the United Kingdom and the Americas.



As one of the world's most international banks, Standard Chartered employs
almost 60,000 people, representing over 100 nationalities, worldwide. This
diversity lies at the heart of the Standard Chartered's values and supports its
growth as the world increasingly becomes one market.



Standard Chartered derives over 90 per cent of profits from Asia, Africa and the
Middle East.



Temasek

Temasek is an Asia investment company headquartered in Singapore with a
portfolio of investments that is concentrated principally in Singapore, Asia and
the OECD economies. Temasek manages a diversified portfolio of S$129 billion
(approximately HK$660.47 billion) spanning various industries including
telecommunications and media, financial services, property, transportation and
logistics, energy and resources, infrastructure, engineering and technology, and
bioscience and healthcare.  The number of subsidiaries of Temasek is in excess
of 1,200 companies (which include Temasek wholly-owned investment vehicles,
subsidiaries in Temasek's portfolio and their subsidiaries). These companies are
managed by their respective management teams and guided by their boards of
directors and operate independently of each other. Temasek does not involve
itself in the daily commercial or operational decisions of its investee
companies, but as part of its overall portfolio management may choose to
increase, consolidate or divest its shareholdings in these companies from time
to time. Temasek also actively invests in new companies for growth and
diversification of its portfolio. Temasek is wholly-owned by the Singapore
Government through the Minister for Finance (Incorporated).



DESPATCH OF NOTICE OF ANNUAL GENERAL MEETING 2007



An Independent Board Committee comprising Mr R H P Markham, Mr J F T Dundas, Mr
R Markland and Lord Turner, all being independent non-executive directors, has
been appointed to advise the Independent Shareholders in respect of the
Resolutions to be proposed at the AGM in relation to Temasek and its associates,
including the Ongoing Banking Transactions.  An Independent Financial Adviser,
Commerzbank AG, has been appointed to make recommendations to the Independent
Board Committee and the Independent Shareholders on the fairness and
reasonableness of the Resolutions and whether they are in the interests of the
Company and the Shareholders as a whole.  The Notice of Annual General Meeting
2007 containing, amongst other things, (1) further information on the Ongoing
Banking Transactions, (2) the recommendation of the Independent Board Committee,
(3) the recommendation of the Independent Financial Adviser, and (4) the notice
of AGM at which ordinary resolutions will be proposed to consider and, if
thought fit, approve the various Temasek-related matters, will be dispatched to
the Shareholders on or around 26 March 2007.  Temasek and its associates will
abstain from voting at the AGM in respect of the Resolutions.



DEFINITIONS



In this Announcement, unless the context otherwise requires, the following words
and phrases have the following meanings:-
'Advisory and Arranging   the advisory and arranging services transactions entered into, or to be entered
Services'                 into (as the context requires), between (a) members of the Group and (b) Temasek
                          or any of its associates from time to time, details of which are set out under the
                          heading 'Advisory and Arranging Services'
     'AGM'                the annual general meeting of the Company to be held on 3 May 2007
     'associates'         has the meaning ascribed thereto under the Hong Kong Listing Rules
     'Banking Ordinance'  the Banking Ordinance (Cap.155 of the Laws of Hong Kong)
     'Board'              the board of directors of the Company
     'Brokerage Services' the brokerage services transactions entered into, or to be entered into (as the
                          context requires), between (a) members of the Group and (b) Temasek or any of its
                          associates from time to time, details of which are set out under the heading '
                          Brokerage Services'
     'Capital Markets     the capital markets dealing transactions entered into, or to be entered into (as
     Dealing Transactions the context requires), between (a) members of the Group and (b) Temasek or any of
     '                    its associates from time to time, details of which are set out under the heading '
                          Capital Markets Dealing Transactions'
     'Cash Management     the cash management services transactions entered into, or to be entered into (as
     Services'            the context requires), between (a) members of the Group and (b) Temasek or any of
                          its associates from time to time, details of which are set out under the heading '
                          Cash Management Services'
     'Company'            Standard Chartered PLC
     'Continuing          has the meaning ascribed thereto under the Hong Kong Listing Rules and includes
     Connected            transactions contemplated under the Ongoing Banking Transactions
     Transactions'
     'Derivatives         the derivatives transactions entered into, or to be entered into (as the context
     Transactions'        requires), between (a) members of the Group and (b) Temasek or any of its
                          associates from time to time, details of which are set out under the heading '
                          Derivatives Transactions'
     'directors'          the directors of the Company whose names are set out below
     'financial           has the meaning ascribed to 'financial assistance' under the Hong Kong Listing
     assistance'          Rules and includes granting credit, lending money, providing security for or
                          guaranteeing a loan by any member of the Group
     'Financial           has the meaning ascribed to 'financial assistance' under the Hong Kong Listing
     Assistance           Rules and includes granting credit, lending money, providing security for or
     Transactions'        guaranteeing a loan by Non-Banking Subsidiaries to Temasek or any of its
                          associates from time to time
     'Foreign Exchange    the foreign exchange transactions entered into, or to be entered into (as the
     Transactions'        context requires), between (a) members of the Group and (b) Temasek or any of its
                          associates from time to time, details of which are set out under the heading '
                          Foreign Exchange Transactions'
     'Fund Management     the fund management services transactions entered into, or to be entered into (as
     Services'            the context requires), between (a) members of the Group and (b) Temasek or any of
                          its associates from time to time, details of which are set out under the heading '
                          Fund Management Services'
     'Group'              the Company and its subsidiaries
     'Hong Kong Listing   The Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
     Rules'
     'Hong Kong Stock     The Stock Exchange of Hong Kong Limited
     Exchange'
     'Independent Board   the independent committee of the independent non-executive directors of the
     Committee'           Company comprising Mr R H P Markham, Mr J F T Dundas, Ms R Markland and Lord
                          Turner formed to advise the Independent Shareholders in respect of the Resolutions
     'Independent         Commerzbank AG (acting  through its Hong Kong Branch), a licensed bank  under the
     Financial Adviser'   Banking Ordinance and an authorised financial institution under the SFO to carry
                          out types 1, 4 and 6 regulated activities under the SFO and the independent
                          financial adviser to the Independent Board Committee and the Independent
                          Shareholders
     'Independent         Shareholders other than Temasek and its associates
     Shareholders'
     'Insurance           transactions involving one or more members of the Group purchasing insurance cover
     Transactions'        from Temasek or any of its associates from time to time, details of which are set
                          out under the heading 'Insurance Transactions'
     'Non-Banking         subsidiaries of the Company that are not licensed or authorised to conduct banking
     Subsidiaries'        business under the Banking Ordinance or under appropriate overseas legislation or
                          authority
     'normal commercial   has the meaning ascribed thereto under the Hong Kong Listing Rules
     terms'
     'Ongoing Banking     include the Advisory and Arranging Services, the Brokerage Services, the Capital
     Transactions'        Markets Dealing Transactions, the Cash Management Services, the Derivatives
                          Transactions, the Financial Assistance Transactions, the Foreign Exchange
                          Transactions, the Fund Management Services, the Insurance Transactions, the
                          Physical Commodity Dealing Transactions, the Secured Financial Assistance
                          Transactions, the Securities Services, the Trade Services and the Underwriting
                          Transactions
     'Physical Commodity  the physical commodity dealing transactions entered into, or to be entered into
     Dealing Transactions (as the context requires), between (a) members of the Group and (b) Temasek or any
     '                    of its associates from time to time, details of which are set out under the
                          heading 'Physical Commodity Dealing Transactions'
     'Relevant Period'    the period from when Temasek acquired its greater than 10 per cent stake in the
                          Company on 20 July 2006 until the Company's most recent financial year end on 31
                          December 2006
     'Resolutions'        the ordinary resolutions relating to Ongoing Banking Transactions with Temasek and
                          its associates to be considered at the AGM
     'Rules'              the Hong Kong Listing Rules and the UK Listing Rules
     'Secured Financial   financial assistance transactions where security over the assets of a Group
     Assistance           company is provided to Temasek or any of its associates from time to time in
     Transactions'        respect of the financial assistance, details of which are set out under the
                          heading 'Secured Financial Assistance Transactions'
     'Securities Services the securities services transactions entered into, or to be entered into (as the
     '                    context requires), between (a) members of the Group and (b) Temasek or any of its
                          associates from time to time, details of which are set out under the heading '
                          Securities Services'
     'SFO'                the Securities and Futures Ordinance (Cap.571 of the Laws of Hong Kong)
     'Shareholders'       holders of the Shares
     'Shares'             ordinary shares of US$0.50 each in the share capital of the Company
     'Temasek'            Temasek Holdings (Private) Limited
     'Trade Services'     the trade services transactions entered into, or to be entered into (as the
                          context requires), between (a) members of the Group and (b) Temasek or any of its
                          associates from time to time, details of which are set out under the heading '
                          Trade Services'
     'UK Listing Rules'   the UK Listing Rules, which are part of the Financial Services Authority's UKLA
                          Sourcebook
     'Underwriting        the underwriting transactions entered into, or to be entered into (as the context
     Transactions'        requires), between (a) members of the Group and (b) Temasek or any of its
                          associates from time to time, details of which are set out under the heading '
                          Underwriting Transactions'
     'Waivers'            the waivers from strict compliance with:

                          (a)    Rules 14A.37 to 14A.40 and 14A.45 of the Hong Kong Listing Rules in
                          relation to the reporting and annual review requirements for the Ongoing Banking
                          Transactions with associates of Temasek that the Company has not been able to
                          identify; and

                          (b)    Rules 14A.35(1) and (2) of the Hong Kong Listing Rules in relation to the
                          entering into written agreements and setting annual caps for the Ongoing Banking
                          Transactions with Temasek and its associates,

                          granted by the Hong Kong Stock Exchange on 16 March 2007



                                                           By Order of the Board
                                                                         C Burns
                                                         Group Company Secretary

Hong Kong, 26 March 2007



As of the date of this announcement, the Board of Directors of the Company
comprises:



Chairman:

Mr Evan Mervyn Davies, CBE



Executive Directors:

Mr Peter Alexander Sands; Mr Michael Bernard DeNoma; Mr Richard Henry Meddings;
Mr Kaikhushru Shiavax Nargolwala; and



Independent Non-Executive Directors:

Sir CK Chow; Mr James Frederick Trevor Dundas; Ms Valerie Frances Gooding, CBE;
Mr Rudolph Harold Peter Markham; Ms Ruth Markland; Mr Paul David Skinner; Mr
Oliver Henry James Stocken; and Lord Adair Turner.'





END


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