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
+44 (0) 20 7885 5934
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