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
+44 (0) 20 7885
5934