Common use of Conversion Shares Depositary Clause in Contracts

Conversion Shares Depositary. To be determined by the Company prior to the time of any Conversion. be delivered credited as fully paid and will rank pari passu in all respects with all fully paid Ordinary Shares in issue on the Conversion Date, save as provided herein. Form The Securities will be represented by registered certificates (each a “Certificate”), without coupons, and initially will be represented by one or more Restricted Global Certificates and Unrestricted Global Certificates, each of which will be deposited on or about the Issue Date with a custodian for the DTC. Certificates: US853254BA77 Unrestricted Global Certificates: USG84228CQ91 Certificates: 853254 BA7 Unrestricted Global Certificates: G84228 CQ9 The Company announced on 23 March 2016 that it had applied for, and the Hong Kong Stock Exchange had on 3 March 2016 granted, a waiver from strict compliance with the requirements of Rule 13.36(1) of the Hong Kong Listing Rules pursuant to which the Company was permitted to seek (and, if approved, utilise) an authority (the "Mandate") to issue contingent convertible securities ("ECAT1 Securities") (and to allot Ordinary Shares into which they may be converted or exchanged) representing up to 20 per cent. of the Company's issued share capital as at 14 March 2016. At the 2016 annual general meeting of the Company, the shareholders of the Company approved the Mandate allowing the Company to allot Ordinary Shares or rights to subscribe for Ordinary Shares to persons other than existing shareholders in connection with the issue of ECAT1 Securities up to an aggregate nominal amount of U.S.$327,968,254 (or 655,936,508 shares), equivalent to approximately 20 per cent. of the Company's issued Ordinary Share capital of U.S.$1,639,841,271 as at 14 March 2016. Such Mandate is effective until the Company's annual general meeting in 2017 or if earlier, the close of business on 3 August 2017, and is in addition to any general mandate to allot Ordinary Shares granted by the shareholders at the 2016 annual general meeting of the Company. The Mandate is also independent of any use of the ECAT1 Securities mandate granted at the Company's 2014 and 2015 annual general meetings. The Company expects to seek similar authorities on an annual basis. For further details, please refer to the notice of the 2016 annual general meeting of the Company dated 24 March 2016 and the announcement of the Company dated 5 May 2016 disclosing the poll results of such meeting. The Company has obtained all necessary consents, approvals and authorisations in the United Kingdom in connection with the issue and performance of the Securities. The issue of the Securities was authorised by resolutions of a committee of the Company’s Board of Directors passed on 5 August 2016. Accordingly, the issuance of the Securities is not subject to further approval by the shareholders of the Company. Application has been made to Hong Kong Stock Exchange for the listing of, and permission to deal in, the Securities as a debt issue to professional investors only on the Main Board of the Hong Kong Stock Exchange. Application has also been made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Ordinary Shares to be issued upon any Conversion of the Securities. The net proceeds from the issue of the Securities will be used for the general business purposes of the Group and to strengthen further the regulatory capital base of the Group. The aggregate gross proceeds from the issuance of the Securities are expected to be U.S.$2,000,000,000. The net proceeds from the issuance of the Securities, after the deduction of commission, are expected to be U.S.$1,980,000,000. The Company has not carried out any issue of equity securities (save and except the issue of Ordinary Shares by the Company pursuant to the Scrip Dividend Scheme and the Share Plans and the issue of Ordinary Shares pursuant to the 2 for 7 rights issue of 728,432,451 Ordinary Shares as disclosed in the announcement of the Company dated 18 November 2015) during the 12 months immediately preceding the date of this announcement. For these purposes, "Scrip Dividend Scheme" means the scrip alternative scheme of the Company for shareholders of the Company to elect to receive dividends wholly or partly in the form of new fully-paid Ordinary Shares instead of in cash, and "Share Plans" means the issuances by the Company of Ordinary Shares to certain of its directors and employees pursuant to or in connection with the grant of share awards, share option schemes, or share saving schemes of the Company (including but not limited to the 2011 Standard Chartered Share Plan, the 2000 Executive Share Option Scheme, the 2001 Performance Share Plan, the 2006 Restricted Share Scheme, 2004 UK Sharesave Scheme, 2004 International Sharesave Scheme and 2013 Sharesave Plan). In the event a Conversion Trigger Event occurs and assuming full conversion of the Securities at their initial conversion price takes place, the Securities will be convertible into approximately 258,665,287 Ordinary Shares representing approximately 7.88 per cent. of the issued Ordinary Share capital of the Company as at 11 August 2016 and approximately 6.92 per cent. of the issued Ordinary Share capital of the Company as enlarged by the issue of such Ordinary Shares. The Ordinary Shares to be issued upon Conversion of the Securities will rank pari passu in all respects with the Ordinary Shares in issue on the Conversion Date. The following table summarises the potential effects on the shareholding structure of the Company as a result of the issuance of the Securities by reference to the information on shareholdings as at 11 August 2016 (being the latest practicable date prior to the release of this announcement) and assuming full conversion of the Securities: Ordinary Shares of U.S.$0.50 each in issue 3,283,269,411 94.39 3,541,934,698 94.77

Conversion Shares Depositary. To be determined by the Company prior to the time of any Conversion. be delivered credited as fully paid and will rank pari passu in all respects with all fully paid Ordinary Shares in issue on the Conversion Dateconversion date, save as provided herein. Form The Securities will be represented by registered certificates (each a “Certificate”), without coupons, and initially will be represented by one or more Restricted Global Certificates restricted global certificates and Unrestricted Global Certificatesunrestricted global certificates, each of which will be deposited on or about the Issue Date with a custodian for the DTC, which includes any successor entity thereof. U.S.$1,000 in excess thereof. Certificates: US853254BA77 000000XX0 Unrestricted Global Certificates: USG84228CQ91 X00000XX0 Certificates: 853254 BA7 US853254AT77 Unrestricted Global Certificates: G84228 CQ9 USG84228CE61 The Company announced on 23 28 March 2016 2014 that it had applied for, and the Hong Kong Stock Exchange had on 3 March 2016 granted, a waiver from strict compliance with the requirements of Rule 13.36(1) of the Hong Kong Listing Rules pursuant to which the Company was permitted to seek (and, if approved, utilise) an authority (the "Mandate") to issue contingent convertible securities ("ECAT1 Securities") (and to allot Ordinary Shares into which they may be converted or exchanged) representing up to 20 per cent. of the Company's issued share capital as at 14 18 March 20162014. At the 2016 2014 annual general meeting of the Company, the shareholders of the Company approved the Mandate allowing the Company to allot Ordinary Shares or rights to subscribe for Ordinary Shares to persons other than existing shareholders in connection with the issue of ECAT1 Securities up to an aggregate nominal amount of U.S.$327,968,254 U.S.$242,950,114 (or 655,936,508 485,900,228 shares), equivalent to approximately 20 per cent. of the Company's issued Ordinary Share ordinary share capital of U.S.$1,639,841,271 as at 14 18 March 20162014. Such Mandate is effective until the Company's annual general meeting in 2017 2015 or if earlier, the close of business on 3 7 August 20172015, and is in addition to any general mandate to allot Ordinary Shares granted by the shareholders at the 2016 any annual general meeting of the Company. The Mandate is also independent of any use Company to allot Ordinary Shares up to 20 per cent of the ECAT1 Securities mandate granted total issued ordinary share capital of the Company as at the Company's 2014 and 2015 annual general meetingsdate of such meeting. The Company expects to seek similar authorities on an annual basis. For further details, please refer to the notice of the 2016 2014 annual general meeting of the Company dated 24 28 March 2016 2014 and the announcement of the Company dated 5 9 May 2016 2014 disclosing the poll results of such meeting. The Company has obtained all necessary consents, approvals and authorisations in the United Kingdom in connection with the issue and performance of the Securities. The issue of the Securities was authorised by resolutions of a committee of the Company’s Board of Directors passed on 5 August 201611 March 2015. Accordingly, the issuance of the Securities is not subject to further approval by the shareholders of the Company. Application has been made to Hong Kong Stock Exchange for the listing of, and permission to deal in, the Securities as a debt issue to professional investors only on the Main Board of the Hong Kong Stock Exchange. Application has also been made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Ordinary Shares to be issued upon any Conversion of the Securities. The net proceeds from the issue of the Securities will be used for the general business purposes of the Group and to strengthen further the regulatory capital base of the Group. The aggregate gross proceeds from the issuance of the Securities are expected to be U.S.$2,000,000,000. The net proceeds from the issuance of the Securities, after the deduction of commission, are expected to be U.S.$1,980,000,000. The Company has not carried out any issue of equity securities (save and except the issue of Ordinary Shares by the Company pursuant to the Scrip Dividend Scheme and the Share Plans and the issue of Ordinary Shares pursuant to the 2 for 7 rights issue of 728,432,451 Ordinary Shares as disclosed in the announcement of the Company dated 18 November 2015Plans) during the 12 months immediately preceding the date of this announcement. For these purposes, "Scrip Dividend Scheme" means the scrip alternative scheme of the Company for shareholders of the Company to elect to receive dividends wholly or partly in the form of new fully-paid Ordinary Shares instead of in cash, and "Share Plans" means the issuances by the Company of Ordinary Shares to certain of its directors and employees pursuant to or in connection with the grant of share awards, share option schemes, or share saving schemes of the Company (including but not limited to the 2011 Standard Chartered Share Plan, the 2000 Executive Share Option Scheme, the 2001 Performance Share Plan, the 2006 Restricted Share Scheme, 2004 UK Sharesave Scheme, 2004 International Sharesave Scheme and 2013 Sharesave Plan). In the event a Conversion Trigger Event occurs and assuming full conversion of the Securities at their the initial conversion price takes place, the Securities will be convertible into approximately 258,665,287 175,070,028 Ordinary Shares representing approximately 7.88 7.07 per cent. of the issued Ordinary Share capital of the Company as at 11 August 2016 25 March 2015 and approximately 6.92 6.61 per cent. of the issued Ordinary Share capital of the Company as enlarged by the issue of such Ordinary Shares. The Ordinary Shares to be issued upon Conversion conversion of the Securities will rank pari passu in all respects with the Ordinary Shares in issue on the Conversion Dateconversion date. The following table summarises the potential effects on the shareholding structure of the Company as a result of the issuance of the Securities (by reference to the information on shareholdings as at 11 August 2016 25 March 2015 (being the latest practicable date prior to the release of this announcement) and assuming full conversion of the Securities: ): Ordinary Shares 8.25 per cent. 2,474,962,481 92.6861 2,650,032,509 93.1361 non-cumulative irredeemable 99,250,000 3.7169 99,250,000 3.4882 preference shares of U.S.$0.50 £1.00 each in issue 3,283,269,411 94.39 3,541,934,698 94.777.375 per cent. non-cumulative irredeemable 96,035,000 3.5965 96,035,000 3.3752 preference shares of £1.00 each 6.409 per cent. non-cumulative redeemable 7,500 0.0003 7,500 0.0003 preference shares of U.S.$5.00 each 7.014 per cent. non-cumulative redeemable preference shares of U.S.$5.00 each Note:

Conversion Shares Depositary. To be determined by the Company prior to the time of any Conversion. be delivered credited as fully paid and will rank pari passu in all respects with all fully paid Ordinary Shares in issue on the Conversion Date, save as provided herein. Form The Securities will be represented by registered certificates (each a “Certificate”), without coupons, and initially will be represented by one or more Restricted Global Certificates and Unrestricted Global Certificates, each of which will be deposited on or about the Issue Date with a custodian for the DTC. Certificates: US853254BA77 US853254BH21 Unrestricted Global Certificates: USG84228CQ91 USG84228CX43 Certificates: 853254 BA7 BH2 Unrestricted Global Certificates: G84228 CQ9 CX4 The Company announced on 23 March 2016 that it had applied for, and the Hong Kong Stock Exchange had on 3 March 2016 granted, a waiver from strict compliance with the requirements of Rule 13.36(1) of the Hong Kong Listing Rules pursuant to which the Company was permitted to seek (and, if approved, utilise) an authority (the "Mandate") to issue contingent convertible securities ("ECAT1 Securities") (and to allot Ordinary Shares into which they may be converted or exchanged) representing up to 20 per cent. of the Company's issued share capital as at 14 March 2016. At the 2016 annual general meeting of the Company, the shareholders of the Company approved the Mandate allowing the Company to allot Ordinary Shares or rights to subscribe for Ordinary Shares to persons other than existing shareholders in connection with the issue of ECAT1 Securities up to an aggregate nominal amount of U.S.$327,968,254 (or 655,936,508 shares), equivalent to approximately 20 per cent. of the Company's issued Ordinary Share capital of U.S.$1,639,841,271 as at 14 March 2016. Such Mandate is effective until the Company's annual general meeting in 2017 or if earlier, the close of business on 3 August 2017, and is in addition to any general mandate to allot Ordinary Shares granted by the shareholders at the 2016 annual general meeting of the Company. The Mandate is also independent of any use of the ECAT1 Securities mandate granted at the Company's 2014 and 2015 annual general meetings. The Company expects to seek similar authorities on an annual basis. For further details, please refer to the notice of the 2016 annual general meeting of the Company dated 24 March 2016 and the announcement of the Company dated 5 May 2016 disclosing the poll results of such meeting. The Company has obtained all necessary consents, approvals and authorisations in the United Kingdom in connection with the issue and performance of the Securities. The issue of the Securities was authorised by resolutions of a committee of the Company’s Board of Directors passed on 5 August 201610 January 2017. Accordingly, the issuance of the Securities is not subject to further approval by the shareholders of the Company. Application has been made to Hong Kong Stock Exchange for the listing of, and permission to deal in, the Securities as a debt issue to professional investors the Professional Investors only on the Main Board of the Hong Kong Stock Exchange. Application has also been made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Ordinary Shares to be issued upon any Conversion of the Securities. The net proceeds from the issue of the Securities will be used for the general business purposes of the Group and to strengthen further the regulatory capital base of the Group. The aggregate gross proceeds from the issuance of the Securities are expected to be U.S.$2,000,000,000U.S.$1,000,000,000. The net proceeds from the issuance of the Securities, after the deduction of commission, are expected to be U.S.$1,980,000,000U.S.$990,000,000. The Company has not carried out any issue of equity securities (save and except the issue of Ordinary Shares by the Company pursuant to the Scrip Dividend Scheme and the Share Plans and the issue of Ordinary Shares pursuant to the 2 for 7 rights issue of 728,432,451 Ordinary Shares as disclosed in the announcement of the Company dated 18 November 2015Plans) during the 12 months immediately preceding the date of this announcement. For these purposes, "Scrip Dividend Scheme" means the scrip alternative scheme of the Company for shareholders of the Company to elect to receive dividends wholly or partly in the form of new fully-paid Ordinary Shares instead of in cash, and "Share Plans" means the issuances by the Company of Ordinary Shares to certain of its directors and employees pursuant to or in connection with the grant of share awards, share option schemes, or share saving schemes of the Company (including but not limited to the 2011 Standard Chartered Share Plan, the 2000 Executive Share Option Scheme, the 2001 Performance Share Plan, the 2006 Restricted Share Scheme, 2004 UK Sharesave Scheme, 2004 International Sharesave Scheme and 2013 Sharesave Plan). In the event a Conversion Trigger Event occurs and assuming full conversion of the Securities at their initial conversion price takes place, the Securities will be convertible into approximately 258,665,287 129,332,643 Ordinary Shares representing approximately 7.88 3.94 per cent. of the issued Ordinary Share capital of the Company as at 11 August 2016 January 2017 and approximately 6.92 3.79 per cent. of the issued Ordinary Share capital of the Company as enlarged by the issue of such Ordinary Shares. The Ordinary Shares to be issued upon Conversion of the Securities will rank pari passu in all respects with the Ordinary Shares in issue on the Conversion Date. The following table summarises the potential effects on the shareholding structure of the Company as a result of the issuance of the Securities by reference to the information on shareholdings as at 11 August 2016 January 2017 (being the latest practicable date prior to the release of this announcement) and assuming full conversion of the Securities: Ordinary Shares of U.S.$0.50 each in issue 3,283,269,411 3,284,525,384 94.39 3,541,934,698 94.773,413,858,027 94.59