STANDARD CHARTERED PLC ( 渣 打 集 團 有 限 公 司 ) (Registered in England and Wales number ) (Stock Code: 2888)

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1 The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. STANDARD CHARTERED PLC ( 渣 打 集 團 有 限 公 司 ) (Registered in England and Wales number ) (Stock Code: 2888) WAIVER OF CERTAIN REQUIREMENTS OF THE LISTING RULES TO ENABLE STANDARD CHARTERED PLC TO PUBLISH PRICE-SENSITIVE INFORMATION DURING BUSINESS HOURS IN HONG KONG The Stock Exchange has granted a conditional waiver to the Company in respect of Rule 2.07C(4) such that the Company may, in circumstances when a conflict with Rule 2 of the UK Disclosure and Transparency Rules exists, publish announcements pursuant to Rule 13.09(1) of the Listing Rules during the hours of 9:00 a.m. to 4:15 p.m. on a business day in Hong Kong (the Waiver ). The Company may, with effect from today, release an announcement in the circumstances covered by the Waiver (i) at any time during trading hours without recourse to a suspension of dealings or trading halt in the Company s securities; and (ii) during the morning EPS window of 6:00 a.m. to 9:00 a.m. without being subject to the requirement for suspension in the morning trading session. As a consequence of the Waiver, price-sensitive information can now be published by the Company any time except from 11:00 p.m. to 6:00 a.m. on a business day in Hong Kong without recourse to a trading halt or suspension. The Waiver was sought by the Company because an announcement made pursuant to the UK Disclosure and Transparency Rules in relation to inside information would not normally require a suspension of trading in the Company s securities on the London Stock Exchange. However, if an announcement is released on the London Stock Exchange by the Company during normal trading hours in Hong Kong, the Stock Exchange would ordinarily seek to suspend trading in the securities of the Company in Hong Kong pending publication of the relevant price-sensitive information in accordance with the Listing Rules. The impact of the Waiver for investors in Hong Kong is that trading in the Company s securities will continue in the event that an announcement containing price-sensitive information is released by the Company during normal trading hours in Hong Kong. As a result, investors in Hong Kong should consider whether any price-sensitive information has been released during trading hours in Hong Kong prior to making an investment decision regarding the Company s securities. Announcements will be published on the Company's website at in accordance with the Listing Rules. The Waiver is conditional upon (i) the Company making this announcement setting out relevant details of the impact of the Waiver on the Hong Kong investing public; (ii) the Company agreeing to inform the Stock Exchange in the first instance in the event of any material change being made to the UK regime on disclosure of inside information as such information may be of material relevance to an assessment of the ongoing appropriateness of the Waiver; and (iii) the Company agreeing to comply with the relevant provisions in the event of changes to the Hong Kong regulatory regime and the Listing Rules in relation to disclosure of price-sensitive information and the Electronic Disclosure Project. 1

2 The Waiver The Stock Exchange has granted a conditional waiver to the Company in respect of Rule 2.07C(4) such that the Company may, in circumstances when a conflict with Rule 2 of the UK Disclosure and Transparency Rules exists, publish announcements pursuant to Rule 13.09(1) of the Listing Rules during the hours of 9:00 a.m. to 4:15 p.m. on a business day in Hong Kong (the Waiver ). The Company may, with effect from today, release an announcement in the circumstances covered by the Waiver (i) at any time during trading hours without recourse to a suspension of dealings or trading halt in the Company s securities; and (ii) during the morning EPS window of 6:00 a.m. to 9:00 a.m. without being subject to the requirement for suspension in the morning trading session. As a consequence of the Waiver, price-sensitive information can now be published by the Company any time except from 11:00 p.m. to 6:00 a.m. on a business day in Hong Kong without recourse to a trading halt or suspension. In light of the Waiver, the Stock Exchange has also agreed to modify the application of note 5 to Rule 13.09(1), Rule and Rule of the Listing Rules to the Company to reflect the terms of the Waiver as explained in this announcement. The Stock Exchange has confirmed that, under these circumstances, the Company s obligations under Rule 13.09(1) are considered discharged upon timely publication of the announcements and a suspension of trading is not necessary. Rationale for the waiver application The Company is a dual primary listed company whose shares are traded on both the London Stock Exchange and the Stock Exchange. The Company is subject to both (i) the UK Listing Rules, Prospectus Rules and the UK Disclosure and Transparency Rules and (ii) the Listing Rules. Neither set of rules prevails in the event of a conflict. Under Rule 13.09(1) of the Listing Rules, the Company is required to keep the Stock Exchange, its shareholders and holders of its other listed securities informed as soon as reasonably practicable of any information relating to the group which: (a) is necessary to enable them and the public to appraise the position of the group; or (b) is necessary to avoid the establishment of a false market in its securities; or (c) might be reasonably expected materially to affect market activity in and the price of its securities. Rule 2.07C(4) of the Listing Rules states that electronic copies of announcements or notices must not be submitted to the Stock Exchange between 9:00 a.m. and 4:15 p.m. on a business day in Hong Kong for publication on the Stock Exchange s website, except in certain limited circumstances. There is a similar general disclosure obligation under the UK Disclosure and Transparency Rules. Rule of the UK Disclosure and Transparency Rules requires the Company to notify a regulatory information service as soon as possible of any inside information which directly concerns the Company. Inside information is defined in section 118C of the UK Financial Services and Markets Act 2000 to mean information of a precise nature which: 2

3 (a) is not generally available; (b) relates, directly or indirectly, to one or more issuers or to one or more investments; and (c) would, if generally available, be likely to have a significant effect on the price of the investments. Thus, in the event that an announcement relating to inside information is released on the London Stock Exchange by the Company during normal trading hours in Hong Kong, the Stock Exchange would ordinarily seek to suspend trading in the securities of the Company pending publication of the relevant price-sensitive information in accordance with the Listing Rules. The directors of the Company believe that a suspension of trading in the Company s securities in Hong Kong in these circumstances could give rise to a misunderstanding in the UK and adverse consequences in relation to the securities of the Company that are traded on the London Stock Exchange. Such misunderstanding or adverse consequences could arise because the short notification that is made in Hong Kong in response to a suspension in trading would only state that this was pending the publication of an announcement in relation to price-sensitive information, leaving investors to speculate as to what that information might be. Conversely, the result of suspending trading in the Company s securities for the whole or half of a trading day in Hong Kong pending publication of the announcement potentially puts Hong Kong investors at a disadvantage, since other investors may be able to deal in the Company s securities on the London Stock Exchange. As a result, the Company sought and received the Waiver. Impact of the Waiver The impact of the Waiver for investors in Hong Kong is that trading in the Company s securities will continue in the event that an announcement containing price-sensitive information is released by the Company during normal trading hours in Hong Kong. As a result, investors in Hong Kong should consider whether any price-sensitive information has been released during trading hours in Hong Kong prior to making an investment decision regarding the Company s securities. The Waiver does not apply to announcements published in discharge of the disclosure obligations under the Listing Rules for notifiable and connected transactions. Investors can access announcements released by the Company (including those containing price-sensitive information) via the Stock Exchange s website at Announcements will also be published on the Company's website at in accordance with the Listing Rules. The Listing Rules require that, where an announcement is submitted to the Stock Exchange for publication on its website during trading hours, publication on the Company's own website must be no later than one hour after such submission. Conditions of the Waiver The Waiver is conditional upon (i) the Company making this announcement setting out relevant details including a clear indication of the impact of the Waiver on the Hong Kong investing public given that the Waiver is not subject to a condition requiring there to be a trading halt immediately following any announcement under the Waiver; (ii) the Company agreeing to inform the Stock Exchange in the first instance in the event of any material change being made to the UK regime on disclosure of inside information as such information may be of material relevance to an assessment of the ongoing appropriateness of the Waiver so the Stock Exchange can evaluate the impact of any such changes and may amend or revoke the Waiver as it sees appropriate; and (iii) the Company agreeing to comply with the relevant provisions in the event of changes to the Hong Kong regulatory regime and the Listing Rules in relation to disclosure of price-sensitive information and the Electronic Disclosure Project unless the 3

4 Stock Exchange agrees to amend the Waiver or grant a new waiver in the circumstances then prevailing. General The Waiver has been granted based on the expectation that the directors of the Company are aware of their obligations under the Listing Rules for the maintenance of an orderly market in the Company s securities and would be guided by Practice Note 11 of the Listing Rules if there was a leak of price-sensitive information, if price-sensitive information could not be disclosed, or if it would be appropriate to issue a warning announcement. Further, the above modification has been granted by the Stock Exchange based on the expectation that the Company will manage its affairs in a timely manner, particularly with regard to the signing of agreements, to ensure there will be a continuous trading of its securities on the Stock Exchange save in exceptional circumstances. The Company has confirmed to the Stock Exchange that all announcements made pursuant to Rule 13.09(1) will be made simultaneously in English and Chinese. The Stock Exchange has requested that, to ensure the smooth publication of announcements made pursuant to the Waiver, the Company is required to notify the Stock Exchange of the pending announcements and the expected times of release and submit the electronic copies of the English and Chinese versions of such announcements at least ten minutes in advance of the expected times of release. Terms used in this announcement "Company" Electronic Disclosure Project EPS Standard Chartered PLC. The straight-through electronic disclosure and the abolition of the requirement for Main Board issuers to publish paid announcements in newspapers. The Stock Exchange s electronic publication system. Hong Kong "Listing Rules The Hong Kong Special Administrative Region of the PRC. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. "London Stock Exchange" London Stock Exchange plc. Main Board The main board of the Stock Exchange. Official List The list maintained by the Financial Services Authority in the UK in accordance with section 74(1) of the Financial Services and Markets Act 2000 for the purposes of Part VI of the Financial Services and Markets Act "PRC" The People s Republic of China. 4

5 Prospectus Rules The rules made pursuant to section 73A(4) of the Financial Services and Markets Act 2000 that are expressed to relate to transferable securities and included in the full handbook issued by the Financial Services Authority in the UK. Stock Exchange The Stock Exchange of Hong Kong Limited. "UK" The United Kingdom of Great Britain and Northern Ireland. UK Disclosure and Transparency Rules The rules made pursuant to section 73A(3) of the Financial Services and Markets Act 2000 relating to the disclosure of information in respect of financial instruments which have been admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made and included in the full handbook issued by the Financial Services Authority in the UK. UK Listing Rules The rules made pursuant to section 73A(2) of the Financial Services and Markets Act 2000 that are expressed to relate to admission to the Official List and included in the full handbook issued by the Financial Services Authority in the UK. By order of the Board Annemarie Durbin Group Company Secretary Hong Kong, 28 January 2008 As at the date of this announcement, the Board of Directors of the Company comprises: Chairman: Mr Evan Mervyn Davies, CBE Executive Directors: Mr Peter Alexander Sands; Mr Gareth Richard Bullock; Mr Michael Bernard DeNoma; Mr Richard Henry Meddings; and Independent Non-Executive Directors: Mr John Wilfred Peace; Sir CK Chow; Mr James Frederick Trevor Dundas; Ms Valerie Frances Gooding, CBE; Mr Rudolph Harold Peter Markham; Ms Ruth Markland; Mr Sunil Bharti Mittal; Mr Paul David Skinner; Mr Oliver Henry James Stocken; and Lord Adair Turner. 5