Results of AGM and Class Meeting

Standard Chartered PLC

10 May 2024

 

RESULT OF AGM AND CLASS MEETING

RESOLUTIONS PASSED AT ANNUAL GENERAL MEETING AND CLASS MEETING

Friday 10 May 2024

Standard Chartered PLC (the 'Company') announces the result of voting on the resolutions at its Annual General Meeting ('AGM') and class meeting of ordinary shareholders ('Class Meeting') held on Friday 10 May 2024, as set out in the notice of AGM and notice of Class Meeting ('AGM and Class Meeting Notices').

A poll was held on each of the resolutions and was passed by the required majority. AGM resolutions 1 to 21 (inclusive) were passed as ordinary resolutions. AGM resolutions 22 to 28 (inclusive) and the Class Meeting resolution 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
AGM
1. To receive the Company's annual report and accounts for the financial year ended 31 December 2023 together with the reports of the directors and auditors.	508,992,252	100.00	4,971	0.00	1,104,466	508,997,223	78.74%
2. To declare a final dividend of US$0.21 per ordinary share for the year ended 31 December 2023.	510,049,811	100.00	6,835	0.00	45,044	510,056,646	78.91%
3. To approve the annual report on directors' remuneration contained in the Directors' Remuneration Report for the year ended 31 December 2023 as set out on pages 182 to 216 of the 2023 annual report and accounts.	484,724,890	95.33	23,766,538	4.67	1,611,326	508,491,428	78.67%
4. To elect Diego De Giorgi as an executive director.	509,770,547	99.96	214,958	0.04	115,195	509,985,505	78.90%
5. To elect Diane Jurgens as an independent non-executive director.	509,910,783	99.99	61,361	0.01	112,327	509,972,144	78.89%
6. To re-elect Shirish Apte as an independent non-executive director.	503,765,548	98.96	5,288,338	1.04	1,044,654	509,053,886	78.75%
7. To re-elect David Conner as an independent non-executive director.	508,903,907	99.79	1,092,930	0.21	101,727	509,996,837	78.90%
8. To re-elect Jackie Hunt as an independent non-executive director.	509,922,381	99.99	74,952	0.01	101,233	509,997,333	78.90%
9. To re-elect Robin Lawther, CBE as an independent non-executive director.	509,709,181	99.94	287,194	0.06	102,191	509,996,375	78.90%
10.  To re-elect Maria Ramos as an independent non-executive director.	509,649,135	99.93	334,130	0.07	102,800	509,983,265	78.90%
11.  To re-elect Phil Rivett as an independent non-executive director.	509,320,321	99.87	663,575	0.13	100,576	509,983,896	78.90%
12.  To re-elect David Tang as an independent non-executive director.	509,922,448	99.99	76,002	0.01	100,115	509,998,450	78.90%
13.  To re-elect Dr José Viñals as Group Chairman.	506,653,868	99.35	3,334,702	0.65	110,991	509,988,570	78.90%
14.  To re-elect Bill Winters as an executive director.	509,837,926	99.99	73,531	0.01	189,160	509,911,457	78.88%
15.  To re-elect Dr Linda Yueh, CBE as independent non-executive director.	507,466,023	99.50	2,531,218	0.50	102,317	509,997,241	78.90%
16.  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.	506,420,255	99.29	3,629,098	0.71	52,086	510,049,353	78.91%
17.  To authorise the Audit Committee, acting for and on behalf of the Board, to set the remuneration of the auditor.	509,976,379	99.99	63,414	0.01	61,900	510,039,793	78.90%
18.  To authorise the Company and its subsidiaries to make political donations and incur political expenditure within the limits prescribed in the resolution.	506,776,642	99.36	3,263,002	0.64	62,406	510,039,644	78.90%
19.  To authorise the Board to allot ordinary shares.	497,459,946	97.53	12,585,506	2.47	57,312	510,045,452	78.91%
20.  To extend the authority to allot ordinary shares granted pursuant to resolution 19 by such number of shares repurchased by the Company under the authority granted pursuant to resolution 25.	499,215,122	97.99	10,227,404	2.01	660,685	509,442,526	78.81%
21.  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.	505,957,791	99.20	4,085,928	0.80	58,053	510,043,719	78.91%
22.  To authorise the Board to disapply pre-emption rights in relation to the authority granted pursuant to resolution 19.	506,609,549	99.45	2,780,341	0.55	709,481	509,389,890	78.80%
23.  In addition to the authority granted pursuant to resolution 22, to authorise the Board to disapply pre-emption rights in relation to the authority granted pursuant to resolution 19 for the purposes of acquisitions and other capital investments.	503,067,545	98.75	6,349,185	1.25	683,985	509,416,730	78.81%
24.  In addition to the authorities granted pursuant to resolutions 22 and 23, 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 21.	505,486,438	99.11	4,542,535	0.89	70,747	510,028,973	78.90%
25.  To authorise the Company to make market purchases of its own ordinary shares.	506,165,995	99.25	3,814,573	0.75	121,204	509,980,568	78.90%
26.  To authorise the Company to make market purchases of its own preference shares.	508,526,791	99.72	1,440,612	0.28	133,298	509,967,403	78.89%
27.  To enable the Company to call a general meeting other than an Annual General Meeting on no less than 14 clear days' notice.	493,997,202	96.85	16,053,063	3.15	52,499	510,050,265	78.91%
28.  To amend the Company's articles of association as set out in the resolution, subject to and conditional upon the passing of the special resolution at the Class Meeting.	509,980,857	99.99	44,245	0.01	74,624	510,025,102	78.90%
Class Meeting
Sanctioning and consenting to every variation, alteration, modification or abrogation of the rights, privileges and restrictions attaching to the Ordinary Shares which is or may be involved in or effected by the passing or implementation of AGM resolution 28.	501,524,110	99.99	45,996	0.01	63,437	501,570,106	77.59%

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

As at 10pm UK time on 8 May 2024 or, in respect of the Company's branch register of members in Hong Kong, 5am Hong Kong time on 9 May 2024, the number of issued ordinary shares of the Company (excluding any shares that had been bought back by the Company and were pending cancellation) was 2,585,595,623 (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, at the time of the AGM and Class Meeting, on a poll every member had one vote for every four shares held, therefore the total number of voting rights was 646,398,905. 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 AGM resolutions 1 to 28 and the Class Meeting resolution. There was no share entitling the holder to attend and abstain from voting in favour of any of the resolutions proposed at the AGM or Class Meeting as set out in Rule 13.40 of the Hong Kong Listing Rules.

For completeness, it is noted that following the amendment of the Company's Articles of Association, which took effect upon the passing of AGM resolution 28 and the Class Meeting resolution, on a poll each member is now entitled to one vote for every ordinary share held.

There were no restrictions on any shareholders casting votes on any of the resolutions proposed at the AGM or Class Meeting, save for AGM resolution 19. As stated in the AGM Notice, Directors (excluding independent non-executive directors) and their respective associates were required to abstain, and have abstained, from AGM resolution 19 which affected a total of 750,377 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 and Class Meeting.

Copies of resolutions put to shareholders at the AGM and Class Meeting today and the amended Articles of Association 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]

 

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