Acquisition

Standard Chartered PLC
10 January 2005

                                                               10th January 2005


                         STANDARD CHARTERED TO ACQUIRE

                      KOREA FIRST BANK FOR US$3.3 BILLION

     PROVIDES A STRONG PLATFORM FOR GROWTH IN ASIA'S THIRD LARGEST ECONOMY

Standard Chartered PLC ('Standard Chartered') announces it has entered into an
agreement to acquire the entire share capital of Korea First Bank for
approximately Korean Won (KRW) 3.4 trillion (US$3.3 billion) in cash. The
acquisition, which is subject to certain conditions including regulatory
consents, is expected to be completed by the end of April 2005.


Key points:


  • A stated strategic objective for Standard Chartered is to build a bigger
    presence in the Republic of Korea (South Korea, hereafter referred to as
    'Korea'), which is the world's 10th largest economy, Asia's third largest
    and is expected to grow by 4.3% in 2005. Korea's banking sector generates a
    revenue pool estimated to be worth approximately US$44 billion, over three
    times the size of Hong Kong, according to Standard Chartered estimates.


  • This acquisition will significantly increase Standard Chartered's presence
    in Korea, increasing the revenue contribution to 16% of Standard Chartered's
    total revenue, based on figures for the first half of 2004. Korea First Bank
    will also represent approximately 22% of Standard Chartered's assets post
    acquisition, using pro forma data as at 30 June 2004, making it Standard
    Chartered's second largest market, by assets, after Hong Kong.


  • Korea First Bank is the seventh largest banking group in Korea by assets,
    with a market share of approximately 6% and over 3 million retail customers.
    Korea First Bank has a strong track record of credit quality with one of the
    lowest ratios of non-performing loans (1.4%: September 2004).


  • The purchase price represents 1.87x the net asset value of Korea First
    Bank as at 30 September 2004.


  • The acquisition of Korea First Bank is expected to be earnings accretive
    in 2006.


  • Standard Chartered intends to finance the acquisition with the proceeds
    from a placing of Standard Chartered PLC ordinary shares for approximately
    GBP1 billion together with other funding resources.


Bryan Sanderson, Chairman of Standard Chartered said:


'The heart of our strategy is to create value for our shareholders, particularly
in Asia. We have highlighted Korea as one of a number of key markets in which we
want to build a larger presence. It is the third largest banking market in Asia
and offers outstanding opportunities to create substantial value for our
shareholders.'


Mervyn Davies, Group Chief Executive of Standard Chartered said:


'I am delighted we have reached an agreement to acquire Korea First Bank. It is
a major move forward for the Group. This is a well managed, conservatively run
bank with a highly skilled workforce. This is a significant acquisition in a key
growth market. It is a big step towards our aspiration to lead the way in Asia,
Africa and the Middle East.'


ANALYSTS BRIEFING

There will be a joint presentation for analysts and investors at 09:00 am this
morning, Monday 10 January 2005. The presentation will take place at UBS
Investment Bank's London offices, 1 Finsbury Avenue, London EC2M 2PP, and will
be hosted by Bryan Sanderson, Chairman, Mervyn Davies, Group Chief Executive and
Peter Sands, Group Finance Director. There will also be a presentation 5.00pm HK
time, at UBS Investment Bank's Hong Kong offices, 52/F Two International Finance
Centre, 8 Finance Street, Central, Hong Kong.


A webcast of the presentation will also be available on the Standard Chartered,
Investor Relations website. If you are outside the United States, you can access
this on the following link. http://investors.standardchartered.com/




CONTACTS

Investors

Betty Ku                                  Romy Murray

Head of Investor Relations, Asia Pacific  Head of Investor Relations

+ 852 2821 1310                           [phone]

[e-mail]         [e-mail]


Press

Paul Marriage

Head of Corporate Communications

+ 44 (0)20 7280 7163

[e-mail]


Lavina Chan                               Kay Oh

Head of Corporate Affairs                 Head of Corporate Affairs

Hong Kong                                 Korea

+ 852 2820 3075                           + 82 2 750 6009

[e-mail]      [e-mail]


Roland Rudd                               Morgan Bone

Finsbury                                  Finsbury

+ 44 (0)20 7251 3801                      + 44 (0)20 7251 3801

[e-mail]                  [e-mail]


Advisers and Joint Brokers

John Cryan                                Steven Sun

UBS Limited                               UBS AG, Hong Kong Branch

[phone]                      [phone]


Tim Waddell                               Christopher Smith

UBS Limited                               UBS Limited

[phone]                      [phone]


John Paynter                              Richard Locke

Cazenove & Co. Ltd                        Cazenove & Co. Ltd

[phone]                      [phone]








DESCRIPTION OF KOREA FIRST BANK


Korea First Bank is a Korean retail and wholesale bank with a national network
of branches. It is the seventh largest nationwide commercial bank in Korea, as
measured by assets, and the fifth largest as measured by branches.


Historically Korea First Bank was a wholesale-based bank, but following a change
of control in December 1999, the bank was substantially restructured and
refocused as a mortgage-led consumer business. As at 30 September 2004,
mortgages made up 45% of total loans. The bank has been restructured through a
number of initiatives including implementing a new operating platform, setting
up shared service centres, centralising risk management and creating a focus on
profitability rather than volume.


Korea First Bank is a nationally networked bank with:


  • A Korean banking market share of around 6%

  • 404 branches

  • Approximately 2,100 ATMs and cash deposit machines

  • 68,000 corporate and public customers

  • 3.3 million retail customers

  • Over 1.1 million credit cards in circulation

  • 2.6 million e-banking clients

  • 5,169 employees.


As at 30 September 2004, Korea First Bank had:


  • Total assets of KRW44.1 trillion (US$41.9 billion)

  • Total loans of KRW31.5 trillion (US$30.0 billion)

  • Net assets of KRW1.8 trillion (US$1.6 billion)

  • A total capital adequacy ratio of 12.1% and a tier 1 ratio of 7.0%


For the nine months ended 30 September 2004, revenues were KRW785 billion
(US$747 million) and profits before tax of KRW134 billion (US$127 million).
Profits before tax were KRW95 billion (US$90 million) in 2002 and KRW93 billion
(US$88 million) in 2003. Korea First Bank recorded profits after tax and
extraordinary items were KRW102 billion (US$97 million) in 2002 and a loss after
tax and extraordinary items of KRW13 billion (US$12 million) in 2003. Net assets
of Korea First Bank were KRW1,733 billion (US$1,649 million) at 30 June 2004 and
KRW1,803 billion (US$1,716 million) at 30 September 2004.


DETAILS OF THE ACQUISITION


Under the terms of the share purchase agreement dated 10 January 2005 between
Standard Chartered Bank and KFB Newbridge Holdings (Private) Limited ('KFB
Newbridge'), KFB Newbridge will exercise its rights to require the other
shareholders of Korea First Bank (being the Ministry of Finance and Economy of
the Republic of Korea and the Korea Deposit Insurance Corporation (the
'Government Shareholders')) to accede to the share purchase agreement and sell
to Standard Chartered 100 per cent. of the shares in Korea First Bank. KFB
Newbridge is a company established to hold the investment of private equity
investors in Korea First Bank.


The total consideration payable in cash to the shareholders of Korea First Bank
is approximately KRW 3.4 trillion (approximately US$3.3 billion). The
transaction, which is subject to certain conditions including regulatory
consents, is expected to be completed by the end of April 2005. Unless otherwise
approved by the parties, such approval not to be unreasonably withheld or
delayed, completion must take place within 150 days of this announcement,
failing which the agreement will terminate.


In addition to the share purchase agreement, Standard Chartered Bank has entered
into a transition agreement with Korea First Bank dated 10 January, 2005 in
relation to, among other things, the carrying on of business by Korea First Bank
prior to completion of the transaction.


To the best of the knowledge, information and belief of Standard Chartered's
directors having made all reasonable enquiry, KFB Newbridge, the Government
Shareholders and Korea First Bank are third parties independent of Standard
Chartered and connected persons of Standard Chartered.


ACQUISITION RATIONALE AND BENEFITS


Korea's banking sector has a revenue pool of approximately US$44 billion. Korea
First Bank represents a robust platform for growth in both wholesale and
consumer banking.


Standard Chartered expects to leverage Korea First Bank's nationwide platform to
capture new product and customer segments and drive earnings growth. Korea First
Bank has been restructured by its current management team and would now benefit
from the product and management breadth brought by an international partner
which is expected to facilitate significant growth. This acquisition will
provide additional diversification of Standard Chartered's earnings base.


Korea is one of the largest consumer and wholesale banking markets in the world
and there is opportunity to create value by the introduction of more
sophisticated banking products.


Korea shares many characteristics with other Asian markets in which Standard
Chartered operates successfully and the acquisition presents an opportunity to
acquire a well managed bank with a sizeable national distribution network that
would serve as a strong platform for growth. The acquisition is expected to be
earnings accretive in 2006.


Standard Chartered will look to grow Korea First Bank in ways that will include:


In Consumer Banking


  • Building relationships focused on market segments e.g. for small and
    medium-sized enterprises ('SMEs') and wealth management products;

  • Cross-selling to mortgage and personal loan customers;

  • Product development and innovation in trade and cash management for SMEs,
    mortgages, deposit and investment products;

  • Sharing best practice techniques in customer segmentation, credit scoring
    and risk management.




In Wholesale Banking


  • Leveraging Standard Chartered's international network to realise
    opportunities in trade finance, global markets, regional cash management;

  • Growing the client base in multinational corporations, financial
    institutions and middle market companies;

  • Broadening the range of fee-based products across global markets and
    commercial banking products;

  • Restructuring funding utilising Standard Chartered's offshore funding
    capability.


STANDARD CHARTERED IN KOREA

Standard Chartered first opened in Korea in the late nineteenth century and was
the first European bank to be invited back into the country in 1968. It operates
today through a branch in Seoul, with total assets of approximately US$3.3
billion supported by 170 employees and about 300 direct sales agents. Standard
Chartered's business has historically focused on commercial banking, treasury
and debt capital markets. In September 2003, Standard Chartered opened a
consumer banking business, which it has grown organically.


FINANCIAL IMPACT OF THE ACQUISITION


Standard Chartered has agreed, after arm's length negotiations with KFB
Newbridge, to pay approximately KRW3.4 trillion (US$3.3 billion) for a 100%
interest in Korea First Bank.


The agreed purchase price represents approximately 1.87x the net asset value of
Korea First Bank as at 30 September 2004.


The consideration will be met by an institutional placing of new Standard
Chartered shares of approximately 10% of Standard Chartered's existing shares in
issue, together with other funding resources. Assuming the acquisition and
placing had completed as at 30 June 2004, Standard Chartered's tier 1 ratio
would have been in the range of 7.4% to 7.7% and its core equity ratio would
have been in the range of 5.7% to 6.0%.


Based on Standard Chartered's forecasts for business growth and transaction
benefits, the acquisition is expected to be earnings accretive in 2006.


PLACING

Standard Chartered intends to finance the acquisition in part with the proceeds
of a placing of new ordinary shares of US$0.50 each, representing approximately
10 per cent of the issued ordinary share capital of Standard Chartered (the
'Placing').

Cazenove & Co. Ltd ('Cazenove') and UBS Limited ('UBS' and together with
Cazenove, the 'Managers') are acting as joint lead managers and joint brokers to
the Placing. The Placing will be conducted in accordance with the terms and
conditions set out in the Appendix. The Placing will be effected, subject to the
satisfaction of certain conditions, by way of an accelerated bookbuilt placing
of approximately 117.9 million ordinary shares of US$0.50 each in the capital of
the Company (the 'Placing Shares'). The placing price in respect of the Placing
Shares will be decided by the Managers at the close of the bookbuilding
exercise. The Placing has been fully underwritten by UBS, subject to certain
terms and conditions in the Placing Agreement.

The books will open with immediate effect. The timing of the closing of the
books, pricing and allocations is at the discretion of the Managers. Details of
the placing price will be announced as soon as practicable after the close of
the bookbuilding exercise.

The Placing Shares will be credited as fully paid and will rank pari passu in
all respects with the existing ordinary shares of US$0.50 each in the capital of
Standard Chartered including the right to receive all dividends and other
distributions declared, made or paid after the date of issue. Application will
be made for the Placing Shares to be admitted to the Official List maintained by
the UK Listing Authority (the 'Official List'), to be admitted to trading by the
London Stock Exchange plc (the 'London Stock Exchange') on its market for listed
securities ('UK Admission') and to The Stock Exchange of Hong Kong Limited (the
'Hong Kong Stock Exchange') for listing of and permission to deal in the Placing
Shares on the Hong Kong Stock Exchange.

The ordinary shares of Standard Chartered are listed on the Official List and
are also listed on the Hong Kong Stock Exchange.

The Appendix of this announcement sets out further information and terms and
conditions regarding the Placing.


CURRENT TRADING AND PROFIT ESTIMATE


On 8 December, Standard Chartered gave a trading update and stated that it was
comfortable with the current profit before tax market consensus for the year
ended 31 December 2004. Trading since 8 December has been in line with the
expectations set out in the trading update.


The directors of Standard Chartered expect that for the year ended 31 December
2004 profit before tax will be not less than US$2,100 million. This figure
includes a number of one-off items which together generated a profit of US$85
million before tax. The directors also expect that total revenue for the year
ended 31 December 2004 will be approximately US$5,340 million.


GENERAL


This announcement has been issued by Standard Chartered and is the sole
responsibility of Standard Chartered.

UBS Investment Bank is acting as financial adviser to Standard Chartered in
connection with the acquisition. Standard Chartered has also received financial
advice from Cazenove & Co. Ltd. Cazenove & Co. Ltd and UBS Limited are acting as
joint lead managers and joint brokers to the Placing.Cazenove & Co. Ltd and UBS
Limited, both of which are regulated in the United Kingdom by The Financial
Services Authority, are acting exclusively for Standard Chartered and no one
else in connection with the proposed acquisition and the Placing and will not be
responsible to anyone other than Standard Chartered for providing the
protections afforded to customers of Cazenove & Co. Ltd or UBS Limited, or for
giving advice in relation to the Placing or any other matters referred to in
this press announcement.

This announcement is for information purposes only and does not constitute an
offer or an invitation to acquire or dispose of any securities or investment
advice in any jurisdiction. This announcement does not constitute an offer to
sell or issue or the solicitation of an offer to buy or acquire any securities
in the capital of Standard Chartered in the United States, Canada, Australia or
Japan or any jurisdiction in which such an offer or solicitation is unlawful and
should not be relied upon in connection with any decision to acquire the Placing
Shares or any other securities in the capital of Standard Chartered. The Placing
Shares have not been and will not be registered under the US Securities Act of
1933 (the 'Securities Act') or under the securities laws of any state of the
United States and may not be offered or sold within the United States unless
they are registered with the US Securities and Exchange Commission or an
exemption from registration is available. No public offering of the Placing
Shares will be made in the United States.

This announcement includes 'forward-looking statements'. All statements other
than statements of historical facts included in this announcement, including,
without limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations (including
development plans and objectives relating to the Company's products and
services), are forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other important factors which
could cause the actual results, performance or achievements of the Company or
those markets and economies to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding the Company's present and future business strategies and the
environment in which the Company will operate in the future and such assumptions
may or may not prove to be correct. These forward-looking statements speak only
as at the date of this announcement. The Company expressly disclaims any
obligation (other than pursuant to the Listing Rules of the UKLA or the Listing
Rules of the Hong Kong Stock Exchange ) or undertaking to disseminate any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based.




NOTES TO EDITORS:


Standard Chartered - leading the way in Asia, Africa and the Middle East


Standard Chartered employs 30,000 people in over 500 locations in more than 50
countries in the Asia Pacific Region, South Asia, the Middle East, Africa, the
United Kingdom and the Americas. It is one of the world's most international
banks, with a management team comprising 70 nationalities.


Standard Chartered is listed on both the London Stock Exchange and the Stock
Exchange of Hong Kong and is in the top 25 FTSE-100 companies, by market
capitalisation.


It serves both consumer and wholesale banking customers. Consumer Banking
provides credit cards, personal loans, mortgages, deposit taking and wealth
management services to individuals and small to medium sized enterprises.
Wholesale Banking provides corporate and institutional clients with services in
trade finance, cash management, lending, custody, foreign exchange, debt capital
markets and corporate finance.


Standard Chartered is well-established in growth markets and aims to be the
right partner for its customers. The Bank combines deep local knowledge with
global capability.


The Bank is trusted across its network for its standard of governance and its
commitment to making a difference in the communities in which it operates.



APPENDIX 1

Further Information on the Placing

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN


IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING


MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
AND WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2001, AS AMENDED (THE ORDER) OR ARE PERSONS WHO FALL
WITHIN ARTICLE 49(2)(a) TO (d) ('HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC') OF THE ORDER OR WHO ARE 'PROFESSIONAL INVESTORS' AS DEFINED
IN THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) OF HONG KONG AND ANY RULES
MADE UNDER THAT ORDINANCE OR TO WHOM THEY MAY OTHERWISE LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS APPENDIX
AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.


Relevant Persons choosing to participate in the Placing ('Placees') will be
deemed to have read and understood this Appendix in its entirety and to be
making any such offer to participate on the terms and conditions, and to be
providing the representations, warranties, acknowledgements and undertakings,
contained in this Appendix. In particular each such Placee represents, warrants
and acknowledges that it:

1.      is a person whose ordinary activities involve it in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purpose of
its business and undertakes that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its business; and

2.      is outside the United States and is purchasing the Placing Shares for
its own account or is purchasing the Placing Shares for an account with respect
to which it exercises sole investment discretion and that it (and any such
account) is outside the United States or it is a dealer or other professional
fiduciary in the United States acting on a discretionary basis for non-US
beneficial owners (other than an estate or trust), in reliance upon Regulation S
under the Securities Act; or if it is not outside the United States is a
qualified institutional buyer ('QIB') as defined in Rule 144A under the
Securities Act and has executed an investment letter in the form provided to it
and has delivered the same to the Managers.

This announcement and Appendix do not constitute an offer to sell or issue or
the solicitation of an offer to buy or subscribe for Placing Shares in any
jurisdiction including, without limitation, the United Kingdom, the United
States, Canada, Australia, Hong Kong or Japan. This announcement and the
information contained herein is not for publication or distribution, directly or
indirectly, to persons in the United States, Canada, Australia, Japan or in any
jurisdiction in which such publication or distribution is unlawful. The Placing
Shares referred to in this announcement have not been and will not be registered
under the Securities Act and may not be offered, sold or transferred within the
United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. Any offering to
be made in the United States will be made to a limited number of QIBs pursuant
to Rule 144A or under another exemption from registration under the Securities
Act in a transaction not involving any public offering. The Placing Shares are
being offered and sold outside the United States in accordance with Regulation S
under the Securities Act.

The distribution of this announcement and the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action has
been taken by the Company or the Managers that would permit an offer of such
Placing Shares or possession or distribution of this announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons to whose
attention this announcement is drawn are required by the Company and the
Managers to inform themselves about and to observe any such restrictions.

In this Appendix, unless the context otherwise requires, the Company means
Standard Chartered PLC and Placee includes a person (including individuals,
funds or others) on whose behalf a commitment to acquire Placing Shares has been
given.

Details of the Placing Agreement and the Placing Shares

The Managers have entered into a placing agreement (the 'Placing Agreement')
with the Company whereby each of the Managers has, subject to the satisfaction
of certain conditions set out therein, undertaken severally, and not jointly nor
jointly and severally, to use its reasonable endeavours as agent of the Company
to seek to procure Placees for the Placing Shares.

The Placing Shares will when issued be credited as fully paid and will rank pari
passu in all respects with the existing issued ordinary shares of US$0.50 per
share in the capital of the Company including the right to receive all dividends
and other distributions declared, made or paid in respect of such ordinary
shares after the date of issue of the Placing Shares (including any dividend
proposed, after the date of issue of the Placing Shares, in respect of the
financial year ended 31 December 2004).

Application for listing and admission to trading

Application will be made to the UK Listing Authority (the 'UKLA') for admission
of the Placing Shares to the Official List of the UKLA (the 'Official List'), to
the London Stock Exchange for admission to trading of the Placing Shares on the
London Stock Exchange's market for listed securities ('UK Admission') and to the
Hong Kong Stock Exchange for the approval of the Placing Shares and permission
to deal in the Placing Shares on the Hong Kong Stock Exchange.


Bookbuild

Commencing today each of the Managers will be conducting an accelerated
bookbuilding process (the 'Bookbuilding Process') for participation in the
Placing by the Placees. This Appendix gives details of the terms and conditions
of, and the mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.

Participation in the Bookbuilding Process

Persons who are eligible to participate in the Placing should communicate their
bid by telephone to their usual sales contact at either of the Managers.
Standard Chartered will make a further announcement following the close of the
Bookbuilding Process detailing the price at which the Placing Shares have been
placed (the 'Pricing Announcement'). Each of Cazenove and UBS is arranging the
Placing severally, and not jointly or jointly and severally, as an agent of the
Company.

The timing of the closing of the books, pricing and allocations is at the
discretion of the Managers. Details of the placing price will be announced as
soon as practicable after the close of the bookbuilding exercise. The Managers
may, at their sole discretion, accept bids that are received after the
Bookbuilding Process has closed.

Each Placee's allocation, and the price payable (the 'Placing Price'), will be
confirmed to Placees orally by the relevant Manager following the close of the
Bookbuilding Process, and a conditional advice note will be dispatched as soon
as possible thereafter. The relevant Manager's oral confirmation to such Placee
will constitute a legally binding commitment upon such Placee to acquire the
number of Placing Shares allocated to it at the Placing Price on the terms and
conditions set out in this Appendix and in accordance with the Company's
Memorandum and Articles of Association.

Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Manager, to pay to it in cleared funds an
amount equal to the product of the Placing Price and the amount of Placing
Shares such Placee has agreed to acquire.

All obligations under the Placing will be subject to fulfilment of the
conditions referred to below under 'Conditions of the Placing'.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and
not having been terminated in accordance with its terms.

Each Manager's obligations under the Placing Agreement are conditional on, inter
alia:


 1. publication of the Pricing Announcement through a Regulatory Information
    Service by no later than 7.00 a.m. (London time) on 11 January 2005 (or by
    such later time and/or date as the Company and the Managers, may agree) and
    in newspapers in Hong Kong pursuant to the HK Listing Rules no later than 12
    January 2005 (or such later time and/or date as the Company and the Managers
    may agree);

 2. UK Admission occurring no later than 8.00 a.m. (London time) on 13 January
    2005 or such later time and/or date (not later than 25 January 2005) as the
    Managers may determine;

 3. the Listing Committee of the Hong Kong Stock Exchange granting listing of and
    permission to deal in the Placing Shares, and such listing and permission
    not being revoked prior to UK Admission;

 4. the representations warranties or undertakings given by the Company in the
    Placing Agreement being true and accurate and not misleading;

 5. the fulfilment by the Company of its obligations under the Placing Agreement;
    and

 6. the agreement relating to the acquisition of Korea First Bank by the
    Company's subsidiary, Standard Chartered Bank, remaining in full force and
    effect and not having been terminated or lapsed, there having been no
    material breach of the terms thereof which is material in the context of the
    Placing and no event having arisen at any time prior to UK Admission which
    gives any party thereto a right to terminate such agreement (save to the
    extent that UBS has consented to the Company not exercising such right to
    terminate).


    If the conditions above are not satisfied or waived in accordance with the
    Placing Agreement within the stated time periods (or such later time and/or
    date as the Company and the Managers may agree) the Placing will lapse and
    the Placee's rights and obligations shall cease and determine at such time
    and each Placee agrees that no claim can be made by the Placee in respect
    thereof.

    The Managers, may, in their absolute discretion and upon such terms as they
    think fit, waive compliance or extend the time and/or date for fulfilment by
    Standard Chartered with the whole or any part of any of Standard Chartered's
    obligations in relation to the conditions in the Placing Agreement. The
    Managers reserve the right to waive or to extend the time and/or date for
    fulfilment of any of the conditions in the Placing Agreement. Any such
    extension or waiver will not affect Placees' commitments as set out in this
    Appendix.

    None of Cazenove, UBS or the Company shall have any liability to any Placee
    (or to any other person whether acting on behalf of a Placee or otherwise)
    in respect of any decision it may make as to whether or not to waive or to
    extend the time and/or date for the satisfaction of any condition to the
    Placing nor for any decision they may make as to the satisfaction of any
    condition.

    By participating in the Placing each Placee agrees with each of the Managers
    that the exercise by the Company or the Managers of any right or other
    discretion under the Placing Agreement shall be within the absolute
    discretion of the Company, Cazenove or UBS (as the case may be) and that
    none of the Company, Cazenove or UBS need make any reference to such Placee
    and that none of the Company, Cazenove or UBS shall have any liability to
    such Placee (or to any other person whether acting on behalf of a Placee or
    otherwise) whatsoever in connection with any such exercise.

    By participating in the Placing each Placee agrees that its rights and
    obligations terminate only in the circumstances described above and will not
    be capable of rescission or termination by it after oral confirmation by the
    relevant Manager following the close of the Bookbuilding Process.

    No Prospectus

    No offering document, listing particulars or prospectus has been or will be
    submitted to be approved by the UK Listing Authority or The Stock Exchange
    of Hong Kong Limited or filed with the Registrar of Companies in England and
    Wales or the Registrar of Companies in Hong Kong in relation to the Placing
    and Placees' commitments will be made solely on the basis of the information
    contained in this announcement (including this Appendix). Each Placee, by
    participating in the Placing, agrees that the content of this announcement
    (including this Appendix) is exclusively the responsibility of the Company
    and confirms that it has neither received nor relied on any other
    information, representation, warranty or statement made by or on behalf of
    either of the Managers or the Company and none of the Managers or the
    Company will be liable for any Placee's decision to participate in the
    Placing based on any other information, representation, warranty or
    statement. Each Placee acknowledges, agrees and warrants that it has relied
    on its own investigation of the business, financial or other position of the
    Company in deciding to participate in the Placing. Nothing in this paragraph
    shall exclude the liability of any person for fraudulent misrepresentation.

    Registration and Settlement

    Settlement of transactions in the Placing Shares following UK Admission will
    take place within the CREST system. The Managers and the Company reserve the
    right to require settlement for and delivery of the Placing Shares to
    Placees by such other means that it deems necessary if delivery or
    settlement is not practicable within the CREST system within the timetable
    set out in this announcement and Appendix.

    Each Placee allocated Placing Shares in the Placing will be sent a
    conditional advice note stating the number of Placing Shares allocated to
    it, the Placing Price and the aggregate amount owed by such Placee to the
    relevant Manager. In agreeing to subscribe for the allocation of Placing
    Shares set out in the conditional advice note, such Placee agrees that it
    will do all things necessary to ensure that delivery and payment is
    completed in accordance with either the standing CREST instructions or the
    certificated settlement instructions which it has in place with Cazenove or
    UBS, as the case may be.

    If Placing Shares are to be delivered to a custodian or settlement agent,
    Placees should ensure that the conditional advice note is copied and
    delivered immediately to the relevant person within that organisation.

    Settlement through CREST will be on a T+3 basis unless otherwise notified by
    the relevant Manager.

    Interest is chargeable daily on payments not received from Placees on the
    due date in accordance with the arrangements set out above at the rate of 5
    percentage points above prevailing LIBOR as determined by the Managers.

    Each Placee is deemed to agree that if it does not comply with these
    obligations, the relevant Manager may sell any or all of the Placing Shares
    allocated to it on such Placee's behalf and retain from the proceeds, for
    such Manager's own account and benefit, an amount equal to the aggregate
    amount owed by the Placee plus any interest due. The relevant Placee will,
    however, remain liable for any shortfall below the aggregate amount owed it
    and may be required to bear any stamp duty or stamp duty reserve tax
    (together with any interest or penalties) which may arise upon the sale of
    such Placing Shares on such Placee's behalf.

    Representations and Warranties

    By participating in the Placing each prospective Placee (and any person
    acting on such Placee's behalf) unless otherwise agreed by the Managers and
    the Company:

 1. represents and warrants that it has read this announcement (including this
    Appendix) in its entirety;

 2. acknowledges that no offering document or prospectus has been prepared in
    connection with the placing of the Placing Shares;

 3. acknowledges that the content of this announcement is exclusively the
    responsibility of the Company and that neither of the Managers nor any
    person acting on their behalf has or shall have any liability for any
    information or representation relating to the Company. Each Placee further
    represents, warrants and agrees that, except as otherwise provided in
    paragraph 8 below, the only information on which it is entitled to rely and
    on which such Placee has relied in committing itself to acquire the Placing
    Shares is contained in this announcement, such information being all that it
    deems necessary to make an investment decision in respect of the Placing
    Shares;

 4. represents and warrants that it has neither received nor relied on any other
    information, representation, warranty or statement made by either of the
    Managers or the Company and neither of the Managers or the Company will be
    liable for any Placee's decision to accept this invitation to participate in
    the Placing based on any other information, representation, warranty or
    statement. Each Placee further acknowledges and agrees that it has relied on
    its own investigation of the business, financial or other position of the
    Company in deciding to participate in the Placing;

 5. undertakes that it will acquire, hold, manage and (if applicable) dispose of
    any Placing Shares that are allocated to it for the purposes of its business
    only;

 6. represents and warrants that it is, or at the time the Placing Shares are
    acquired it will be, the beneficial owner of such Placing Shares, or that
    the beneficial owner of such Placing Shares is not a resident of Australia,
    Canada or Japan;

 7. acknowledges that the Placing Shares have not been and will not be registered
    in the United States under the Securities Act or under the securities
    legislation of Australia, Canada or Japan and, subject to certain
    exceptions, may not be offered, sold, taken up, renounced or delivered or
    transferred, directly or indirectly, within those jurisdictions;

 8. if the Placing Shares were offered to it in the United States, represents and
    warrants that in making its investment decision, (i) it has relied on its
    own examination of the Company and the terms of the Placing, including the
    merits and risks involved, (ii) it has made its own assessment of the
    Company, the Placing Shares and the terms of the Placing based on such
    information as is publicly available, (iii) it has consulted its own
    independent advisors or otherwise has satisfied itself concerning, without
    limitation, the effects of United States federal, state and local income tax
    laws and foreign tax laws generally and the US Employee Retirement Income
    Security Act of 1974, the US Investment Company Act of 1940 and the
    Securities Act and (iv) it has received all information that it believes is
    necessary or appropriate in order to make an investment decision in respect
    of the Company and the Placing Shares;

 9. represents and warrants that it is either (i) a QIB, or the beneficial owner
    of the Placing Shares is a QIB, and it or the beneficial owner has duly
    executed an investment letter in the form provided to it by either of the
    Managers, or (ii) is purchasing the Placing Shares in an 'offshore
    transaction' in accordance with Rule 903 or Rule 904 under the Securities
    Act, and has such knowledge and experience in financial and business matters
    as to be capable of evaluating the merits and risks of an investment in the
    Placing Shares, is able to bear the economic risk of an investment in the
    Placing Shares and is able to sustain a complete loss of the investment in
    the Placing Shares and represents and, in the case of (i) above, warrants
    that it is subscribing for the Placing Shares for its own account or for one
    or more accounts as to each of which it exercises sole investment discretion
    and each of which is a QIB, for investment purposes and not with a view to
    any distribution or for resale in connection with, the distribution thereof
    in whole or in part, in the United States;

10. acknowledges that the Placing Shares offered and sold in the United States
    are 'restricted securities' within the meaning of Rule 144(a)(3) under the
    Securities Act and represents and warrants that, so long as the Placing
    Shares are 'restricted securities', it will not deposit the Placing Shares
    into any unrestricted depositary receipt facility in the United States
    established or maintained by any depositary bank in respect of the Company's
    ordinary shares and will only transfer the Placing Shares in accordance with
    paragraph 11 below;

11. acknowledges that the Placing Shares have not been and will not be
    registered under the Securities Act or with any State or other jurisdiction
    of the United States, nor approved or disapproved by the US Securities and
    Exchange Commission, any state securities commission in the United States or
    any other United States regulatory authority, and agrees that for so long as
    the Placing Shares are 'restricted securities' it will not reoffer, resell,
    pledge or otherwise transfer the Placing Shares except (i) outside the
    United States in offshore transactions in accordance with Rule 904 of
    Regulation S under the Securities Act, (ii) in a transaction not involving
    any general solicitation or general advertising pursuant to Rule 144A (if
    available) or (iii) pursuant to an effective registration statement under
    the Securities Act, and in any case in compliance with all applicable laws;

12. acknowledges that where it is acquiring the Placing Shares for one or more
    managed accounts, it represents and warrants that it is authorised in
    writing by each managed account (i) to acquire the Placing Shares for each
    managed account, and (ii) to execute and deliver an investment letter in the
    form provided to it by either of the Managers on behalf of each managed
    account. Each Placee agrees to indemnify and hold the Company and the
    Managers harmless from any and all costs, claims, liabilities and expenses
    (including legal fees and expenses) arising out of or in connection with any
    breach of the representations and warranties in this paragraph 12. Each
    Placee agrees that the provisions of this paragraph 12 shall survive the
    resale of the Placing Shares by or on behalf of the managed accounts;

13. acknowledges that no representation has been made as to the availability of
    any other exemption under the Securities Act for the reoffer, resale, pledge
    or transfer of the Placing Shares;

14. represents and warrants that the allocation, allotment, issue and delivery
    to it, or the person specified by it for registration as holder, of Placing
    Shares will not give rise to a liability under any of sections 67, 70, 93 or
    96 of the Finance Act 1986 (depositary receipts and clearance services) and
    that it is not participating in the Placing as nominee or agent for any
    person or persons to whom the allocation, allotment, issue or delivery of
    Placing Shares would give rise to such a liability;

15. represents and warrants that it has complied with its obligations in
    connection with money laundering and terrorist financing under the Proceeds
    of Crime Act 2002, the Terrorism Act 2000, the Criminal Justice Act 1993 and
    the Money Laundering Regulations (2003) (the 'Regulations') and, if making
    payment on behalf of a third party, that satisfactory evidence has been
    obtained and recorded by it to verify the identity of the third party as
    required by the Regulations;

16. represents and warrants that it and any person acting on its behalf falls
    within paragraph 3(a) of Schedule 11 to FSMA, being a person whose ordinary
    activities involve it in acquiring, holding, managing or disposing of
    investments (as principal or agent) for the purposes of its business, and
    within Article 19 and/or 49 of the Financial Services and Markets Act 2000
    (Financial Promotion) Order 2001, as amended, and undertakes that it will
    acquire, hold, manage or dispose of any Placing Shares that are allocated to
    it for the purposes of its business;

17. represents and warrants, if it is a Placee in Hong Kong, that it is a
    'Professional Investor' as defined in the Securities and Futures Ordinance
    (Cap. 571) of Hong Kong and any rules made under that ordinance;

18. represents and warrants that it is independent of, and is not connected
    with, the Company, any director or the chief executive of the Company, a
    substantial shareholder of the Company, or any of their respective
    associates (as defined in the Rules Governing the Listing of Securities on
    the Hong Kong Stock Exchange); and that it is not acting in concert (as
    defined in the Hong Kong Code on Takeovers and Mergers) with the Company,
    any director or the chief executive of the Company, a substantial
    shareholder of the Company or any of its subsidiaries, or any of their
    respective associates (as defined in the Rules Governing the Listing of
    Securities on the Hong Kong Stock Exchange); and the Placee has not offered
    or sold and will not offer to sell any Placing Shares to a director or chief
    executive of the Company, a substantial shareholder of the Company or any of
    its subsidiaries, or any respective associates (as defined in the Rules
    Governing the Listing of Securities on the Hong Kong Stock Exchange);

19. acknowledges that the Announcement has not been and will not be registered
    as a prospectus with the Monetary Authority of Singapore. Accordingly, the
    Placee represents and warrants that this press announcement and any other
    document or material in connection with the offer or sale, or invitation for
    subscription or purchase, of the Placing Shares has not been and will not be
    circulated or distributed, and will not offer or sell the Placing Shares or
    cause the Placing Shares to be made the subject of an invitation for
    subscription or purchase, whether directly or indirectly, to persons in
    Singapore other than under circumstances in which such offer, sale or
    invitation does not constitute an offer or sale, or invitation for
    subscription or purchase, of the Placing Shares to the public in Singapore;

20. represents and warrants that it has not offered or sold and, prior to the
    expiry of a period of six months from UK Admission, will not offer or sell
    any Placing Shares to persons in the United Kingdom, except to persons whose
    ordinary activities involve them in acquiring, holding, managing or
    disposing of investments (as principal or agent) for the purposes of their
    business or otherwise in circumstances which have not resulted and which
    will not result in an offer to the public in the United Kingdom within the
    meaning of the Public Offers of Securities Regulations 1995, as amended;

21. represents and warrants that it has only communicated or caused to be
    communicated and will only communicate or cause to be communicated any
    invitation or inducement to engage in investment activity (within the
    meaning of section 21 of FSMA) relating to the Placing Shares in
    circumstances in which section 21(1) of FSMA does not require approval of
    the communication by an authorised person;

22. represents and warrants that it has complied and will comply with all
    applicable provisions of FSMA with respect to anything done by it in
    relation to the Placing Shares in, from or otherwise involving the United
    Kingdom;

23. represents and warrants that it and any person acting on its behalf is
    entitled to acquire the Placing Shares under the laws of all relevant
    jurisdictions and that it has all necessary capacity and has obtained all
    necessary consents and authorities to enable it to commit to this
    participation and to perform its obligations in relation thereto (including,
    without limitation, in the case of any person on whose behalf it is acting,
    all necessary consents and authorities to agree to the terms set out or
    referred to in this announcement) and will honour such obligations;

24. undertakes that it will make payment for the Placing Shares allocated to it
    in accordance with this announcement (including this Appendix) and the
    conditional advice note on the due time and date set out therein, failing
    which the relevant Placing Shares may be placed with other subscribers or
    sold at such price as the Managers may determine and without liability to
    such Placee;

25. acknowledges that participation in the Placing is on the basis that it is
    not and will not be a client of either of the Managers and that neither of
    the Managers has duties or responsibilities to it for providing the
    protections afforded to their clients or for providing advice in relation to
    the Placing nor in respect of any representations, warranties, undertakings
    or indemnities contained in the Placing Agreement nor for the exercise or
    performance of any of such Manager's rights and obligations thereunder
    including any rights to waive or vary any conditions;

26. undertakes that the person whom it specifies for registration as holder of
    the Placing Shares will be (i) itself or (ii) its nominee, as the case may
    be. Neither of the Managers nor the Company will be responsible for any
    liability to stamp duty or stamp duty reserve tax resulting from a failure
    to observe this requirement. Each Placee and any person acting on behalf of
    such Placee agrees to participate in the Placing and it agrees to indemnify
    the Company and each of the Managers in respect of the same on the basis
    that the Placing Shares will be allotted to the CREST stock account of
    Apollo Nominees Limited as nominee for the Placees who will hold them as
    nominee on behalf of such Placee until settlement in accordance with its
    standing settlement instructions;

27. acknowledges that any agreements entered into by it pursuant to these terms
    and conditions shall be governed by and construed in accordance with the
    laws of England and it submits (on behalf of itself and on behalf of any
    Placee on whose behalf it is acting) to the 'exclusive' jurisdiction of the
    English courts as regards any claim, dispute or matter arising out of any
    such contract, except that enforcement proceedings in respect of the
    obligation to make payment for the Placing Shares (together with any
    interest chargeable thereon) may be taken by the Company or either of the
    Managers in any jurisdiction in which the relevant Placee is incorporated or
    in which any of its securities have a quotation on a recognised stock
    exchange;

28. acknowledges that each of the Managers may (at their absolute discretion)
    satisfy their obligations to procure Placees by themselves agreeing to
    become a Placee in respect of some or all of the Placing Shares or by
    nominating any connected or associated person to do so; and

29. agrees that the Company, the Managers and others will rely upon the truth
    and accuracy of the foregoing representations, warranties, acknowledgements
    and undertakings.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that
the Placing Shares are issued into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for any other
person) within the CREST system and registered in the name of such Placee or
such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent or
nominee of a person to whom a depositary receipt may be issued or who will hold
the Placing Shares in a clearance service, or any arrangements subsequently to
transfer the Placing Shares, may give rise to UK stamp duty and/or stamp duty
reserve tax, for which neither the Company nor either of the Managers will be
responsible and the Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp
duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and the Managers in the event that any of the
Company and/or the Managers has incurred any such liability to UK stamp duty or
stamp duty reserve tax.

Stamp, registration, documentary, transfer and similar taxes or duties payable
outside the UK will be the responsibility of the relevant Placee and the Placee,
or the Placee's nominee, in respect of whom (or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such non-UK
stamp, registration, documentary, transfer or similar taxes or duties undertakes
to pay such taxes and duties forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and the Managers in the event that any of the
Company and/or the Managers has incurred any such liability to such taxes or
duties

This announcement has been issued by Standard Chartered and is the sole
responsibility of Standard Chartered.

Cazenove and UBS are acting for Standard Chartered in connection with the
Placing and no-one else and will not be responsible to anyone other than
Standard Chartered for providing the protections afforded to their respective
clients nor for providing advice in relation to the Placing or any other matter
referred to in this announcement.

When a Placee or person acting on behalf of the Placee is dealing with either of
the Managers, any money held in an account with either Manager on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money (within the meaning of the rules and regulations of the Financial
Services Authority made under FSMA) which, therefore, will not require the
Managers to segregate such money, as that money will be held by them under a
banking relationship and not as a trustee.

Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.

All times and dates in this announcement may be subject to amendment. The
Managers shall notify the Placees and any person acting on behalf of the Placees
of any changes.



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