09:49     STANCHART<02888> - Announcement (2)                                 

    The number of New Shares to be received by each Qualifying                
    Shareholder pursuant to his/her election will be rounded down             
    to the nearest whole number of New Shares. Fractional                     
    entitlements to New Shares will be disregarded and any remainder          
    will be paid to Qualifying Shareholders in cash. The New Shares           
    issued in respect of the 2004 Final Dividend will, when they              
    are issued, rank pari passu in all respects with the existing             
    issued Shares of the Company except that such New Shares                  
    themselves will not rank for the 2004 Final Dividend.                     
                                                                              
    The Scrip Dividend Scheme is conditional upon (i) the                     
    Shareholders passing an ordinary resolution at the AGM                    
    authorising and declaring the 2004 Final Dividend and (ii) the            
    Listing Committee of the Hong Kong Stock Exchange, the UK Listing         
    Authority, and the London Stock Exchange granting listing of,             
    and permission to deal in, the New Shares to be issued in respect         
    of the 2004 Final Dividend. Application has been made to the              
    Listing Committee of the Hong Kong Stock Exchange, the UK Listing         
    Authority, and the London Stock Exchange for listing of, and              
    permission to deal in, the New Shares on each of the Hong Kong            
    Stock Exchange and the London Stock Exchange.                             
                                                                              
    Share certificates for the New Shares and cheques for cash                
    dividend will be despatched to Qualifying Shareholders at their           
    own risk on 12th May, 2005.                                               
                                                                              
    As at the date of this announcement, the board comprises:                 
                                                                              
    Executive Directors - Mr. Bryan Kaye Sanderson, CBE;                      
    Mr. Evan Mervyn Davies, CBE; Mr. Michael Bernard DeNoma;                  
    Mr. Christopher Avedis Keljik; Mr. Richard Henry Meddings;                
    Mr. Kaikhushru Shiavax Nargolwala; Mr. Peter Alexander Sands;             
    and                                                                       
                                                                              
    Independent Non-Executive Directors - Sir CK Chow;                        
    Mr. Jamie Frederick Trevor Dundas; Ms. Valerie Frances Gooding;           
    Mr. Ho Kwon Ping; Mr. Rudolph Harold Peter Markham;                       
    Ms. Ruth Markland; Mr. Hugh Edward Norton; Mr. Paul David Skinner;        
    Mr. Oliver Henry James Stocken.                                           
                                                                              
                                                                              
                                                                              
    By Order of the Board                                                     
    David J. Brimacombe                                                       
    Company Secretary                                                         
                                                                              
    Hong Kong, 26th April, 2005