REG - Standard Chrtrd PLC - Results of AGM and Class Meeting

Standard CharteredAnnouncement

10/05/2024 17:15

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RNS Number : 0534O  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   508,992,252  100.00  4,971          0.00  1,104,466       508,997,223  78.74%
 ended 31 December 2023 together with the reports of the directors and
 auditors.
 2. To declare a final dividend of US$0.21 per ordinary share for the year       510,049,811  100.00  6,835          0.00  45,044          510,056,646  78.91%
 ended 31 December 2023.
 3. To approve the annual report on directors' remuneration contained in the     484,724,890  95.33   23,766,538     4.67  1,611,326       508,491,428  78.67%
 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.
 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        506,420,255  99.29   3,629,098      0.71  52,086          510,049,353  78.91%
 the end of the AGM until the end of next year's AGM.
 17.  To authorise the Audit Committee, acting for and on behalf of the Board,   509,976,379  99.99   63,414         0.01  61,900          510,039,793  78.90%
 to set the remuneration of the auditor.
 18.  To authorise the Company and its subsidiaries to make political            506,776,642  99.36   3,263,002      0.64  62,406          510,039,644  78.90%
 donations and incur political expenditure within the limits prescribed in the
 resolution.
 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       499,215,122  97.99   10,227,404     2.01  660,685         509,442,526  78.81%
 resolution 19 by such number of shares repurchased by

 the Company under the authority granted pursuant to resolution 25.
 21.  To authorise the Board to allot shares and grant rights to subscribe for   505,957,791  99.20   4,085,928      0.80  58,053          510,043,719  78.91%
 or to convert

 any security into shares in relation to any issues by the Company of Equity
 Convertible Additional Tier 1 Securities.

 22.  To authorise the Board to disapply pre-emption rights in relation to the   506,609,549  99.45   2,780,341      0.55  709,481         509,389,890  78.80%
 authority granted pursuant to resolution 19.
 23.  In addition to the authority granted pursuant to resolution 22, to         503,067,545  98.75   6,349,185      1.25  683,985         509,416,730  78.81%
 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.
 24.  In addition to the authorities granted pursuant to resolutions 22 and      505,486,438  99.11   4,542,535      0.89  70,747          510,028,973  78.90%
 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.
 25.  To authorise the Company to make market purchases of its own ordinary      506,165,995  99.25   3,814,573      0.75  121,204         509,980,568  78.90%
 shares.
 26.  To authorise the Company to make market purchases of its own preference    508,526,791  99.72   1,440,612      0.28  133,298         509,967,403  78.89%
 shares.
 27.  To enable the Company to call a general meeting other than an Annual       493,997,202  96.85   16,053,063     3.15  52,499          510,050,265  78.91%
 General Meeting on no less than 14 clear days' notice.
 28.  To amend the Company's articles of association as set out in the           509,980,857  99.99   44,245         0.01  74,624          510,025,102  78.90%
 resolution, subject to and

 conditional upon the passing of the special resolution at the Class Meeting.
 Class Meeting
 Sanctioning and                                                                 501,524,110  99.99   45,996         0.01  63,437          501,570,106  77.59%

 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.

 

 

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 (http://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

 

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