Result of AGM

Standard Chartered PLC

03 May 2023

 

RESULT OF AGM

RESOLUTIONS PASSED AT ANNUAL GENERAL MEETING

Wednesday 03 May 2023

Standard Chartered PLC (the 'Company') announces the result of voting on the resolutions at its Annual General Meeting ('AGM') held on Wednesday 3 May 2023, as set out in the Notice of AGM.

A poll was held on each of the resolutions and was passed by the required majority. Resolutions 1 to 24 (inclusive) were passed as ordinary resolutions. Resolutions 25 to 31 (inclusive) were passed as special resolutions. The results of the poll were as follows:

Resolution	Votes For	%	Votes Against	%	Votes Withheld	Total Votes	% of ISC voted
1. To receive the Company's annual report and accounts for the financial year ended 31 December 2022 together with the reports of the directors and auditors.	563,796,977	99.97	183,675	0.03	1,132,466	563,980,652	79.73%
2. To declare a final dividend of US$0.14 per ordinary share for the year ended 31 December 2022.	565,040,858	100.00	10,869	0.00	58,518	565,051,727	79.88%
3. To approve the annual report on directors' remuneration contained in the Directors' Remuneration Report for the year ended 31 December 2022 as set out on pages 184 to 217 of the 2022 annual report and accounts.	521,070,732	94.70	29,151,006	5.30	14,890,207	550,221,738	77.78%
4. To elect Jackie Hunt as an independent non-executive director, effective from 1 October 2022.	564,759,401	99.96	211,347	0.04	142,255	564,970,748	79.87%
5. To elect Dr Linda Yueh, CBE as an independent non-executive director, effective from 1 January 2023.	561,097,966	99.31	3,886,481	0.69	128,882	564,984,447	79.87%
6. To re-elect Shirish Apte as an independent non-executive director.	557,913,651	98.75	7,078,394	1.25	121,282	564,992,045	79.87%
7. To re-elect David Conner as an independent non-executive director.	562,340,628	99.53	2,647,615	0.47	125,093	564,988,243	79.87%
8. To re-elect Andy Halford as an executive director.	564,223,013	99.86	801,223	0.14	88,701	565,024,236	79.87%
9. To re-elect Gay Huey Evans, CBE as an independent non-executive director.	564,466,304	99.91	518,354	0.09	128,684	564,984,658	79.87%
10.  To re-elect Robin Lawther, CBE as an independent non-executive director.	564,775,318	99.96	200,972	0.04	137,052	564,976,290	79.87%
11.  To re-elect Maria Ramos as an independent non-executive director.	557,260,675	98.63	7,729,187	1.37	123,469	564,989,862	79.87%
12.  To re-elect Phil Rivett as an independent non-executive director.	558,993,000	98.94	5,982,955	1.06	136,824	564,975,955	79.87%
13.  To re-elect David Tang as an independent non-executive director.	564,498,759	99.96	215,009	0.04	399,573	564,713,768	79.83%
14.  To re-elect Carlson Tong as an independent non-executive director.	564,782,102	99.96	216,268	0.04	114,971	564,998,370	79.87%
15.  To re-elect Dr José Viñals as Group Chairman.	552,118,056	97.72	12,910,560	2.28	84,304	565,028,616	79.87%
16.  To re-elect Bill Winters as an executive director.	564,622,333	99.92	435,153	0.08	55,452	565,057,486	79.88%
17.  To re-appoint Ernst & Young LLP (EY) as auditor to the Company from the end of the AGM until the end of next year's AGM.	561,235,794	99.33	3,805,926	0.67	71,216	565,041,720	79.88%
18.  To authorise the Audit Committee, acting for and on behalf of the Board, to set the remuneration of the auditor.	564,827,644	99.96	216,100	0.04	69,426	565,043,744	79.88%
19.  To authorise the Company and its subsidiaries to make political donations and incur political expenditure within the limits prescribed in the resolution.	561,771,920	99.43	3,225,971	0.57	115,054	564,997,891	79.87%
20.  To renew the authorisation for the Board to offer a scrip dividend to shareholders.	562,886,769	99.62	2,153,512	0.38	72,833	565,040,281	79.88%
21.  To approve the rules of the Standard Chartered 2023 Sharesave Plan.	561,685,664	99.40	3,383,159	0.60	44,294	565,068,823	79.88%
22.  To authorise the Board to allot ordinary shares.	549,635,438	97.36	14,918,494	2.64	559,170	564,553,932	79.81%
23.  To extend the authority to allot ordinary shares granted pursuant to resolution 22 to include any shares repurchased by the Company under the authority granted pursuant to resolution 28.	555,530,270	98.45	8,740,652	1.55	842,186	564,270,922	79.77%
24.  To authorise the Board to allot shares and grant rights to subscribe for or to convert any security into shares in relation to any issues by the Company of Equity Convertible Additional Tier 1 Securities.	559,626,165	99.19	4,584,847	0.81	902,072	564,211,012	79.76%
25.  To authorise the Board to disapply pre-emption rights in relation to the authority granted pursuant to resolution 22.	561,006,910	99.43	3,211,715	0.57	894,487	564,218,625	79.76%
26.  In addition to the authority granted pursuant to resolution 25, to authorise the Board to disapply pre-emption rights in relation to the authority granted pursuant to resolution 22 for the purposes of acquisitions and other capital investments.	557,166,815	98.74	7,089,814	1.26	856,478	564,256,629	79.76%
27.  In addition to the authorities granted pursuant to resolutions 25 and 26, to authorise the Board to disapply pre-emption rights in relation to the authority granted, in respect of Equity Convertible Additional Tier 1 Securities, pursuant to resolution 24.	557,810,813	98.86	6,445,418	1.14	856,848	564,256,231	79.76%
28.  To authorise the Company to make market purchases of its own ordinary shares.	560,868,573	99.31	3,923,465	0.69	320,673	564,792,038	79.84%
29.  To authorise the Company to make market purchases of its own preference shares.	549,743,158	97.33	15,109,150	2.67	260,802	564,852,308	79.85%
30. To enable the Company to call a general meeting other than an Annual General Meeting on no less than 14 clear days' notice.	548,302,659	97.04	16,743,112	2.96	67,332	565,045,771	79.88%
31. To adopt new articles of association of the Company.	564,386,846	99.91	510,657	0.09	214,576	564,897,503	79.86%

The full text of the resolutions, along with the explanatory notes, is contained in the Notice of Meeting, which is available on the Company's website at www.sc.com/agm.

As at 10pm UK time on 1 May 2023 or, in respect of the Company's branch register of members in Hong Kong, 5am Hong Kong time on 2 May 2023, the number of issued ordinary shares of the Company was 2,829,604,678 (none of which was in treasury) which was the total number of shares entitling the holders to attend and vote for or against all resolutions.   In accordance with the Company's Articles of Association, on a poll every member has one vote for every four shares held, therefore the total number of voting rights was 707,401,169. Votes withheld are not votes in law and have not been counted in the calculation of the proportion of votes 'for' or 'against' a resolution. Proxy appointments which gave discretion to the Chairman have been included in the 'for' total for resolutions 1 to 31. There was no share entitling the holder to attend and abstain from voting in favour of any of the resolutions as set out in Rule 13.40 of the Hong Kong Listing Rules

There were no restrictions on any shareholders casting votes on any of the resolutions proposed at the AGM, save for resolution 22. As stated in the Notice of AGM, Directors (excluding independent non-executive directors) and their respective associates were required to abstain, and have abstained, from resolution 22 which affected a total of 927,297 voting rights. The scrutineer of the poll on all resolutions was Computershare Investor Services PLC, the Company's Share Registrar. All Directors attended the AGM. 

Copies of resolutions put to shareholders at the AGM today, the rules of the Standard Chartered 2023 Sharesave Plan and the new Articles of Association adopted will be submitted to the Financial Conduct Authority, and will shortly be available for inspection at the Financial Conduct Authority's National Storage Mechanism, which can be accessed at

https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information, please contact:
 

Shaun Gamble
Director, Group Media Relations
1 Basinghall Avenue
London
EC2V 5DD
[phone]

 

END