our group leading the way for over ... - standard chartered · our group leading the way for over...

Our Group Leading the way for over 150 years

Standard Chartered is the bank that leads the way. It combines deep local knowledge with global capabilities. It is a leader within the growth markets of Asia, Africa and the Middle East. Internationally employing 42,000 people, representing 80 nationalities in 950 locations, serving 50 countries, Standard Chartered aims to be the right partner. Across it’s network the bank is trusted for it’s outstanding standards of governance and the commitment to making a difference to the communities in which it operates.

We continue to lead the way and confirm our commitment to all our stakeholders.

Middle East

Africa

Asia

ContentBusiness Highlights 2

Notice and Agenda 3

Five Year Financial Summary 4

Chairman’s Statement 6

Chief Executive’s Review 8

Board of Directors, Officials and

Registered Office 15

Board of Directors 16

Report of the Directors 18

Report of the Auditors 19

Profit and Loss Account 20

Balance Sheet 21

Cash Flow Statement 22

Notes to the Financial Statements 23

Form of Proxy 41

Standard Chartered Bank Ghana Limited is a member of the Standard Chartered Group. Our business model is similar. We provide Consumer Banking Services to individuals and small to medium size businesses, and offer Wholesale Banking capabilities to corporate and institutional clients. Our Wholesale Banking capabilities include, but are not limited to, syndicated loans, cross-border structured trade finance, international payment platforms, cash management services, and more recently our globally acclaimed WebBanking.

With over 110 years in Ghana, we have unmatched knowledge and understanding of our customers, communities, people, regulatory environment and continue to deliver outstanding returns to our shareholders.

Standard Chartered Bank Ghana Limited

From our inception as the Bank of British West Africa, to our evolution into Standard Chartered Bank Ghana, the pursuit of banking excellence and exceptional service to our stakeholders has remained our hallmark.

www.standardchartered.com 01

Business Highlights

Net interest income

up 25to ¢441

Net revenue

up 18to ¢711

2004 ¢352bn 2004 ¢601bn

Profit after taxation

up 21to ¢2322004 ¢193bn

Loans and advances

up 32to ¢2,161

Dividends per share

up 20to ¢11,500

2004 ¢1,637bn 2004 ¢9,574

Earnings per share

up 21to ¢13,1932004 ¢10,942

Employees

600Proposed dividends

2004 593

¢2022004 ¢168bn

Branches

192004 19

Loans and Advances¢ billion

1,3

87

1,7

56

Net Revenue¢ billion

Profit before taxation ¢ billion

305

354

297

215

167

01 02 03 04 05

Dividend per share Cedis

8,7659,574

11,500

5,0004,200

01 02 03 04 05

Leading the way across our business

The world’s best international bankLeading the way in Asia, Africa and the Middle East

The Right Partner - Leading by Example

Strategic Intent

Brand Promise

Values

Approach

Commitment tostakeholders

Responsive Trustworthy Creative International Courageous

ParticipationFocusing on attractive, growing markets

where we can leverage our customerrelationship and expertise

Competitive PositioningCombining global capability, deep local

knowledge and creativity to outperform ourcompetitors

Management DisciplineBalancing the pursuit of growth with firm

control of costs and risks

RegulatorsExemplary governance

and ethics whereverwe are

InvestorsA distinctive investmentdelivering outstanding

performance and superiorreturns

CommunitiesTrusted and caring,

dedicated to making adifference

Our PeopleHelping our people to

grow, enabling individualsto make a difference and

teams to win

CustomersPassionate about our customers’ success

delighting them with thequality of our service

Five year review

2,1

61

01 02 03 04 05

89

4

92

2

1,4

11

1,6

37

425 44

7

552 60

1

711

01 02 03 04 05

02 Standard Chartered Annual Report and Accounts 2005

Notice and Agenda

Notice is hereby given that the Annual General Meeting of Standard Chartered Bank Ghana Limited will be held at the Accra International

Conference Centre, opposite the State House Building, Osu, Accra on Thursday, 30 March, 2006 at 11.00 a.m. for the ordinary business of

the Company.

To receive the reports of the Directors and Auditors, the balance sheet as at 31 December, 2005 together with the Profit and Loss

and Income Surplus Accounts for the year ended on that date.

To declare a Dividend.

To pass a single resolution appointing all Directors seeking re-election at this meeting.

To elect Directors in place of those retiring.

To approve Directors' remuneration.

To approve the remuneration of the Auditors.

A member of the Company entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a

member.

A form of proxy is attached.

thDated this 27 day of January, 2006

BY ORDER OF THE BOARD

Dawn Kwesi Zaney

(Board Secretary)

Agenda


Five Year Financial Summary

2001 2002 2003 2004 2005GHC'm GHC'm GHC'm GHC'm GHC'm

Interest income 445,051 383,314 471,834 479,115 581,960Interest expense (180,181) (97,523) (137,914) (126,913) (140,630)

Commissions and fees 74,376 133,751 156,029 184,517 198,892 Other operating income 85,507 27,583 62,276 64,741 70,433

Total operating expenses (184,216) (224,930) (273,283) (290,549) (327,147)(Charge)/credit for bad and doubtful debts (73,803) (6,791) 14,067 (6,098) (29,255)

Other income - - 3,760 22 99

Taxation (58,627) (84,582) (120,510) (112,294) (122,200)

Profit after taxation 108,107 130,822 176,259 192,541 232,152 Interim Dividend - - (47,997) (51,028) - Transfer to Statutory Reserve Fund (13,513) (16,353) (22,032) (24,068) (58,038)

Retained Profit 94,594 114,469 106,230 117,445 174,114

GHC GHC GHC GHC GHC

Earnings per Share 6,144 7,435 10,017 10,942 13,193

Interim Dividend per Share - - 2,728 2,900 -

Proposed Final Dividend per Share 4,200 5,000 6,037 6,674 11,500

Returns on Assets (PBT/Total Assets) 7% 7% 8% 7% 7%

Returns on Equity (PAT/Equity) 38% 36% 43% 43% 42%

Capital Adequacy Ratio 10% 9% 12% 12% 20%

Cost/Income Ratio 43% 50% 49% 48% 46%

Net interest income 264,870 285,791 333,920 352,202 441,330

Net Revenue 424,753 447,125 552,225 601,460 710,655

Operating Profit 166,734 215,404 293,009 304,813 354,253

Profit before taxation 166,734 215,404 296,769 304,835 354,352

Shareholders' Equity 281,202 367,177 407,439 442,722 648,337 Total Assets 2,284,938 3,011,131 3,905,776 4,397,876 5,142,456 Total Deposits 1,636,143 2,164,769 2,617,945 3,076,645 3,254,708 Loans & Advances 894,445 921,775 1,410,759 1,636,744 2,160,603


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I SME Banking I The right business partner

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• Cash Management • Trade Finance expertise • Auto Loans • Mortgages • Working Capital Finance

www.standardchartered.com

Chairman’s Statement

We brought our expertise and knowledge to the advantage of our customers enabling us to report another strong performance for 2005. I am pleased to report that we have maintained the momentum:

Our dividend policy remains unchanged as it mirrors the investment profiles of our shareholders. The Board is thus recommending an annual dividend of GHC11,500 per share.

We have established and continue to nurture good relationships across our customer segments and our execution capabilities are robust.

We are revered as a class act on Governance in the industry and continue to strengthen our core Board structures. Our Board Audit and Risk Committee oversees our Compliance Risk Management (CRM) initiatives and ensures compliance with regulatory imperatives.

The talent mix on the Board is complementary. We continue to offer thought leadership on various economic reform initiatives such as the Foreign Exchange Act, land reform, anti-money laundering legislation, etc. Furthermore, the Board remains very proactive and focuses on timely identification and resolution of critical business challenges. The process is facilitated by the production of accurate and timely information on performance, franchise management, governance, people and talent.

We have a realistic and tangible view of our bank's future potential, which is bright, and will continue to communicate effectively with investors, customers, shareholders and regulators.

In 2006, we will be strengthening

Income is up 18 per cent to GHC711 billionProfit before tax is up 16 per cent to GHC354 billionStrong earnings per share growth up 21 per cent.

Governance

the bank's corporate responsibility and community committee. This will give us a sharper focus on the environment, our diversity and inclusion initiative, community and social investment.

Mr. Gavin Laws resigned from the Board last year to take up other responsibilities within the Group. I thank him for his valuable contribution. I am pleased to announce the appointment of Mr. Simon Millet, the Chief Executive Officer of Standard Chartered Bank Nigeria Limited as a Non-Executive Director.

The Ghanaian economy broadly performed well in 2005. Highlights include a stable currency with improving reserves, reducing interest rates and declining inflation, notwithstanding the forty-nine per cent increase in petrol prices. Data available indicates an increase in Foreign Direct Investment (FDI) and significant growth in inward remittances.

We are pleased that the policy mix, fiscal and monetary has been effective. The economy is achieving the much desired state of stabilisation and the business leaders' confidence index is relatively high. We understand the Government is committed to continue with relevant economic reforms, good governance and fiscal discipline.

It is, however, important that we emphasis that the only certainty today is a global sense of uncertainty. The range of issues varies from pandemics and hurricanes to terrorist acts, etc. Global developments will definitely introduce external shocks. The genius of sustainable economic performance may, thus, lie in the ability to move from stabilisation to growth. There is a case to be made for a better balance in delivering today whilst building a solid foundation for the future.

We remain very focused on organically growing our franchise in Ghana via our two businesses-

Economic Outlook

Strategic Progress

Sustainable performance lies in the ability of balancing today's deliverables with the imperative of building a solid foundation for the future

Standard Chartered continu strong growth


Consumer Banking and Wholesale Banking. We have sound knowledge of the economy and are the only international bank in Ghana with an extensive network in the fastest growing economies of the world. A critical issue for us is thus to effectively leverage our Group's global knowledge creation capabilities to ensure the transfer of best practice and lead the industry with innovative value propositions that will positively impact developments in the Ghanaian market place.

Our Group's geographic diversity is a competitive advantage that enables us establish very effective trade and investment corridors between Ghana and the fastest growing regions of the world. We will continue to align our capabilities within opportunities presented in our industry and local macro economic development.

In Ghana, we are the best placed financial institution to facilitate the process of balancing diversity and alignment among various regional economic blocks. This is due to our Group's participation strategy that enables us to witness and experience at first hand, global changes in the world economy. We have unmatched experience in China, having established our presence almost one hundred and fifty years ago as the first foreign bank. In India, we are now the largest international bank. Furthermore, we are strategically located and play prominent roles in the other Asian economies such as Thailand, Indonesia, Singapore, Malaysia, South Korea, Hong Kong and Taiwan. In the Middle East and South Asia region, our presence is also extensive.

Locally we have sound legacy knowledge of our customer segments, a solid capital base and a professional and competent management team with a proven track record. We will continue to deliver value and results while respecting local practices and meeting international standards.

Well Positioned

Summary

Ishmael E. Yamson

Our results reflect our leadership position in the Ghanaian market which in turn, is a function of our business-building acumen. The macro economic environment is enabling and inspires relative confidence in the business community.

We will continue to take advantage of our global network to leverage on interactions and exchanges among emerging economic giants and Ghana. This indeed is the context within which we will be challenged to lead going forward. The importance of effectively managing interdependencies between the local economy and other world economies will increasingly become a differentiating factor in our success.

Our efforts in this area will ensure that Ghana’s economic agenda continues to take shape and is implemented effectively.

Chairman27 January, 2006

Highlights of 2005Income up by

18

16

21

20

To GHC 711b in 2005

Profit before tax up by

To GHC 354b in 2005

Earnings per share, up by

To GHC 13,193 in 2005

Dividend up by

To GHC11,500 in 2005

es to achieve


Chief Executive’s Review

Performance

Market/Industry Dynamics

Our financial results, for the year ended 31 December 2005, show an appreciable year on year growth. Profit before tax was GHC 354 billion, a 16 per cent increase from GHC 305 billion in 2004. Earnings per share rose 21 per cent to GHC 13,193. Dividends per share rose 20 per cent to GHC 11,500.Our stock price makes market watchers envious and appeals to income, value and growth investors.

Our performance reflects the positive trends in our macro-economic environment. The domestic economy is outpacing other regional economies facing the challenges of civil strive. Furthermore, geographically Ghana

sits along a regional trade axis with sea ports that facilitate trade to landlocked West African States. It is fair to argue that these are good times and we must seize the potential for growth. In doing so however, one must take into account the fact that competition is increasingly fierce.

There is a growing trend of financial services providers wanting to gain access to the domestic banking industry. Market watchers who have been deliberating on the reason for the present interest have been unable to reach a conclusion. What is certain is that Ghana is seen as a source of attractive returns and diversification by many players in the financial services sector. Customers on the other hand are increasingly better informed and will expect to see the introduction of a

wider range of value propositions and an overall reduction in the cost of financial intermediation. The authorities equally expect this trend, with hopefully, an increase in exposures to sectors such as Agriculture and the small to medium sized (SME) business segment. Statistics however, indicate that the local market is not deep enough and some sectors are problematic. Notwithstanding the drop in base interest rates, (from approximately 25 per cent in December 2004 to 22.5 per cent), the growth in credit to public and private sectors slowed to 31 per cent from 41 per cent in 2004. Banking assets rose 22.3 per cent year on year with non-performing loans remaining at 13.3 per cent. This is attributable to poor lending

Our strong financial performance, strategic clarity, healthy pipeline, pervasive commitment to quality and ambition to outserve the competition set us apart from the other players

We're leading the way with strategy for growth


the right

practices constraining both the supply of capital and appetite for allocating capital to loss affected areas.

It is our view that there are some opportunities but a prerequisite for success will be the ability to have an effective mix of growth initiatives and defensive plays. Experience has however, revealed that such a mix is not always easy to achieve due to shareholders' expectations. This leaves room for some uncertainty. The industry will consequently need a regulatory framework that is effective but not too prescriptive.

Against this background I am pleased to confirm that our two businesses performed well.

Our consumer banking business has built up strong momentum. 2005 revenue growth was impressive (in double digits) and costs were reduced. The quality of the loan book remains an enviable benchmark in the industry notwithstanding the significant growth in assets over the period under review. All value centres performed remarkably well and we are well positioned for focused growth. We will improve market share and profitability on all value centres.

Wholesale Banking delivered a strong broadly based performance across all products and customer segments.

Overall revenue growth was 21 per cent year on year, led by Assets and Liability Management (ALM) 31 per cent, foreign exchange sales 13 per cent and foreign exchange trading 4 per cent. Costs were well contained and the bottom line was best in class, benchmarked against domestic players. We moved up the product sophistication curve and introduced innovative value propositions such as derivatives, created an investment corridor for offshore investors, maximised offshore/onshore strategic advantages, established an

Business Review

Consumer Banking

Wholesale Banking

Global Markets

Management Agenda 2006

In Wholesale Banking we will deepen client relationships and cross-sell more.

Across our franchise, we will accelerate improvement in service and innovation.

Our management agenda is broadly in line with our group's aspiration.

To accelerate growth in both businesses, focusing on priority market segments.

In Consumer Banking we will resource for growth and expand activities in all value centres. Furthermore, we will review the efficiency of our distribution channels and implement required changes.

There will be a sharper focus on our corporate responsibility initiatives with the introduction of efficiency measures to ensure brand differentiation. Our programmes will be in the areas of diversity, environment, HIV and malaria, blindness and education.

-

-

-

-

-

independent foreign exchange book and increased the cross sale of Global Market products.

We focused on our key business drivers and exceeded the annual targets notwithstanding competitive challenges such as declining trade margins and volumes, high cost of liabilities and increased competitive pressures on fees and commissions. With an overall double digit revenue growth on all product segments the unit remains the best performing Corporate Banking platform in Ghana. It is much bigger, more complex and competitive. We understand the market dynamics, continue to identify opportunities and will aspire to the size of our real potential.Our wholesale Banking business has been transformed.

Environmental challenges in the developing world are most disturbing. In Ghana, the concerns are in areas such as potable water, energy, and air quality which impact our customers, staff and the population at large. Our lending policies will increasingly require an assessment of environmental impact and we will lead the market with thought leadership aimed at improving the overall state of affairs. Our industry, as discussed earlier, is going through waves of changes and the external environment is getting tougher. There are key uncertainties that are bound to weaken consumer spending and intensify competition. We are developing the appropriate anticipatory skills and will set the context for our teams. Furthermore we have registered a subsidiary - Standard Chartered Investment Services Ghana Limited (SCIS) and are in the process of obtaining an operating license to enable us establish a local currency fixed income business aimed at broadening our wholesale banking product capabilities. A critical success factor will be the imperative of repeatedly reinforcing our “Good Corporate Governance Culture”.

Client Relationships

Looking Forward

Environment / Banking Industry


Risks

Customers /Service

In our changing environment the primary risk management parameters, such as credit, liquidity, market and country risk no longer suffice. Our concern today is with the overall management discipline, which in addition to the above, includes business, regulatory, operational and reputational risk. A primary requirement of our Corporate Governance Structure is that we take a holistic view of the full range of risk issues and establish a robust process for early identification and prompt resolution.

Our customers are increasingly better informed. What they are looking for is value for money. With the growing competitive pressure (a function of the increase in the number of financial institutions), we are experiencing the classic supply/demand squeeze. Our response will be to focus on our core business segments, improve product range and quality, leverage our direct marketing initiatives and outserve competition. Our outserve initiative continues to produce desired results as evidenced by an increase in customer retention and acquisition.

There is a better understanding of all the components of outserve: voice of the customer, process improvement, metrics and measurements, change management and communication. Our commitment to customer service is absolute and will be used as a source of distinction because we believe it will reduce customer attrition and create value.

Our brand positioning is well defined. In the local franchise the brand is a blend between modern and classic, quality service and value, enabling us retain loyal customers some of whom have maintained relationships with us for over 50 years and at the same time appeal to a larger share of customers of different ages. This is what is takes to deliver our brand promise: The Right Partner - Leading by Example.

The increase in the number of players in the financial services sector and the drive for scale has led to a hiring frenzy that could spell trouble ahead, especially if the market goes through a turbulent period. Incremental fixed overheads will not be easy to reduce.

We have a holistic, people centered approach; our corporate values have been well embedded to ensure that all our employees discover a common identity and move ahead in a unified direction. We are focused on ensuring that our people are proud of their bank, see a future in their bank and realise their bank cares about them and their families. Our Talent Management process involves effective sourcing, induction, development and retention. We have initiated a conscious process of institutionalising diversity and inclusion (D & I) imperatives and have

People

made deep end appointments of people of different D & I strands.There are structured career development plans for all staff. This has resulted in increased empowerment of our people and in international moves for many talented Ghanaians. The results are encouraging as there is a new sense of pride and confidence in our people.

We have a solid company; our capital base was further strengthened by GHC 90.9 billion, raised from our preference share issue in December. Our business strategy is sound and our execution capabilities are unmatched. Furthermore, we derive comfort from our global reach which gives us ready access to the emerging economic giants of Asia from where many local businesses are increasingly searching for opportunities.

We understand the essentials of our core business and global economic developments. This enables us to stand out from competitors in a very competitive market. Our responsibility in the industry is thus to continue to lead the way, and set standards in good corporate governance, management discipline, attracting foreign direct investment, talent development and exceeding our customers' expectations with world class service standards.

Standard Chartered Bank Ghana will continue to build on its solid foundation. We are well positioned to further deliver value to targeted industry and customer segments, and getting equitable returns on the value delivered. I remain confident in our overall franchise strategy.

Outlook

In Summary

Ebenezer N EssokaChief Executive Officer27 January, 2006

Global Finance Best Bank for Liquidity Management in Africa

Global Finance magazine recognised our Wholesale Banking’s liquidity management capability in Africa.

Our peopleWe have initiated a conscious process of institutionalising diversity and inclusion (D&I) imperatives.



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08

Leading the way in

iinnnnoovvOur segmented approach to product delivery resulted in the introduction of well researched and accepted customer value propositions. www.standardchartered.com

15 newSetting the standard

Product launches and relauncheshave positioned us for tremendousgrowth in 2006

99%ATM uptime

5 minutes Turnaround time at our Excel Centres

Leading the way with a Superior brand

Our brand is a blend between modern and classic, quality service and value.

Leading the way with derivatives

Interest rate swaps Cross currency swaps


aattiivve e productsproducts

We believe great customer service is a key differentiator in our industry. As such, the Standard Chartered “Outserve” initiative was rolled out across the group in 2005 as a challenge to all staff to raise the bar in customer service

“A fresh approach to traditional products gives us a competitive advantage and sets

the standard across our markets.”

Leading the way with Outserve initiativesEmbedding service excellence in Ghana - our Outserve initiative has yielded overwhelmingly positive feedback from our customers!

excellence.Using tools such as our “Voice of Customer” (VOC) surveys, Customer Service Metrics and executive management First Hand Days (FHD), we have been able to more accurately gauge the

concerns of our customers and thus identify and remove service negatives. We are proud to report that Standard Chartered stands tall as a pillar of service excellence and continues to lead the way with superior delivery platforms for our customers.

¢3,255bnCustomer deposits

¢593bnContingent liabilities



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BOARD OF DIRECTORS Ishmael Yamson (Chairman, appointed 1/2/2005)Ebenezer N. Essoka (Chief Executive Officer)Samuel DaisieNorbert Kwasivi KudjawuHenry Gilbert DeiAlbert SaltsonAlexander Kofi Mensah Mould Michael Robertson Felix Gyekye Ousman Lamin (Appointed 11/2/2005)Simon Millet (Appointed 4/11/2005)Gavin Laws (Resigned 8/2/2005)

SECRETARY Dawn Kwesi Zaney

AUDITORS KPMGChartered Accountants25 Liberia RoadP. O. Box 242Accra

SOLICITORS Kudjawu & Co.Texaco HouseDerby AvenueP. O. Box 294Accra

REGISTRARS NTHC LimitedMartco HouseP.O. Box 9563Airport - Accra

REGISTERED OFFICE Standard Chartered Bank BuildingHigh StreetP. O. Box 768Accra

Telephone No: 664591

Board Of Directors, Officials And Registered Office


Board of Directors

2. Ebenezer N. EssokaChief Executive Officer (CEO) of Standard Chartered Bank, Ghana Limited. He is also the CEO of the Standard Chartered Bank Franchise in Central and West Africa. Appointed to the Board on 31July 2001.

1. Ishmael YamsonChairman, Standard Chartered Bank, Ghana Limited - appointed to the Board on 1February 2005. Also chairman for Unilever Ghana Limited.

4. Dawn ZaneyLegal advisor and Board Secretary. Appointed in October, 1997.

5. Henry Gilbert DeiAppointed to the Board in July 1998. A former Director General of SSNIT

3. Alex MouldExecutive Director, Client Relationships.Appointed to the Board on 24 March, 2003

6. Ousman LaminExecutive Director, Global MarketsAppointed to the board on 11 February 2005.

1 2

3 4

5 6


11. Norbert Kwasivi KudjawuAppointed to the Board in November, 1975. A Senior Partner of Kudjawu & Co, a legal firm.

10. Samuel DaisieEconomic Consultant. Appointed to the Board in November, 1990.

Audit and Risk Committee 5. Henry Gilbert Dei10. Samuel Daisie11. Norbert Kwasivi Kudjawu

9. Felix GyekyeExecutive Director, FinanceAppointed to the Board on 13October, 2003.

8. Michael RobertsonChief Operating Officer, Africa and MESA based in London. Appointed to the Board 31 July, 2003.

9 10

11 12 7

7

7. Albert SaltsonExecutive Director, Consumer Banking. Appointed to the Board on 24 January 2002.

7

8

12. Simon MilletChief Executive Officer, SCB Nigeria.Appointed to the board on 4 November2005.


The Directors in submitting to the shareholders the financial statements of the Bank for the year ended 31 December, 2005 report as follows:¢m

Profit for the year ended 31 December, 2005before taxation is 354,352

from which is deducted taxation of (122,200)

giving a profit for the year after taxation of 232,152

Less: Transfer to Statutory Reserve Fund of (58,038)

leaving a balance of 174,114

to which is added balance on Income Surplus Accountbrought forward (excluding balance on StatutoryReserve Fund) of 219,132

giving a cumulative amount available for distribution of 393,246out of which a final dividend for 2004 of ¢6,674 per shareamounting to (117,445)

was paid leaving a balance on Income Surplus Account carried forward of 275,801

Directors are recommending a dividend of ¢11,500 per share amounting to ¢ 202,354 million.

In accordance with Section 29(c) of the Banking Act, 2004 ( Act 673), a cumulative amount of ¢180,953 million has been set aside to a Reserve Fund from the Income Surplus Account.

The Bank during the year incorporated a subsidiary, Standard Chartered Investment Services Ghana Limited. The subsidiary was yet to be issued with an operating license at the year end.

The Bank is a subsidiary of the Standard Chartered Holdings (Africa) B.V., a company incorporated in The Netherlands.

DIRECTORS

.

..................………..........EBENEZER ESSOKA

ACCRA,

27 January, 2006

Report Of The Directorsto the members of Standard Chartered Bank Ghana Limited

.....................………........FELIX GYEKYE


Report of the Auditors to the members of Standard Chartered Bank Ghana Limited

We have audited the financial statements of Standard Chartered Bank Ghana Limited for the year ended 31 December 2005 as set out on

pages 20 to 40, and we have obtained all the information and explanations we required.

Respective responsibilities of directors and auditors

The directors are responsible for preparing these financial statements. Our responsibility is to express an independent opinion on these

financial statements based on our audit.

Basis of opinion

We conducted our audit in accordance with International Standards on Auditing. These standards require that we plan and perform our audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a

test basis, evidence supporting the amounts and disclosures in the financial statements. It also includes assessing the accounting principles

used and significant estimates made by the directors, as well as evaluating the overall financial statements presentation. We believe that our

audit provides a reasonable basis for our opinion.

Opinion

In our opinion, proper books have been kept and the financial statements, which are in agreement therewith, and prepared in accordance with

the Ghana Accounting Standards, comply with the Companies Code, 1963 (Act 179) and the Banking Act, 2004 ( Act 673) and give a true and

fair view of the financial position of the Bank at 31 December, 2005 and of the results of its operations and cash flows for the year then ended.

--------------------------------------------------CHARTERED ACCOUNTANTS25 LIBERIA ROADP. O. BOX 242ACCRA, GHANA

27 January, 2006


Profit and Loss Accountfor the year ended 31 December 2005

Note 2005 2004¢m ¢m

Interest income 5 581,960 479,115Interest expense 6 (140,630) (126,913)

441,330 352,202

Fees and Commissions income 198,892 184,517Other operating income 7 70,433 64,741

710,655 601,460

Operating expenses 9 (327,147) (290,549)

383,508 310,911Charge for bad and doubtful debts 11 (29,255) (6,098)

Operating Profit 354,253 304,813Other Income 8 99 22

354,352 304,835Taxation - Corporate Tax 12(i) (98,800) (81,810) - National Reconstruction Levy 12(i) (23,400) (30,484)

232,152 192,541

Balance as at 1 January 219,132 207,917Net profit transferred from profit and loss account 232,152 192,541

451,284 400,458Transfer to Statutory Reserve Fund 27 (58,038) (24,068)Final Dividend paid for 2004 of ¢6,674 (2003: ¢6,037) per share (117,445) (106,230)Interim Dividend -Nil (2004: ¢2,900) per share - (51,028)

Balance as at 31 December 275,801 219,132

Earnings per share (cedis per share) 35 ¢13,193 ¢10,942

Proposed dividend per share (cedis per share) 35 ¢11,500 ¢9,574

Net interest income

Operating Income

Operating profit before provision for bad and doubtful debts and taxation

Profit before taxation

Profit after taxation transferred to Income Surplus Account

INCOME SURPLUS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER, 2005


Balance Sheetat 31December 2005

2005 2004Note ¢m ¢m

Cash and Balances with Bank of Ghana 14 321,218 418,222Short-Term Government Securities 15(i) 845,503 555,466Due from other banks and financial Institutions 16 789,727 699,893Loans and advances 17 2,160,603 1,636,744Other asset 19 217,392 337,665Taxation 12(ii) 36,560 50,717

4,371,003 3,698,707Medium-Term Investments in other Securities 15(ii) 650,000 557,566Property, Plant and Equipment 18 121,453 141,603

5,142,456 4,397,876

Customer deposits 20 3,254,708 3,076,645Due to banks and other financial institutions 21 463,761 138,871 Interest payable and other liabilities 23 266,337 347,969Deferred taxation 13 19,575 21,695Borrowing 24 489,738 324,629

4,494,119 3,909,809- 45,345

4,494,119 3,955,154

Shareholders' funds

Stated capital 25 131,313 40,405Capital surplus 26 60,270 60,270Income surplus 275,801 219,132Statutory Reserve Fund 27 180,953 122,915

648,337 442,722

5,142,456 4,397,876

Net assets value per share (cedis per share) 35 ¢36,846 ¢25,160

The financial statements as set out on pages 20 to 40 were approved by the Board of Directors on 27 January, 2006 and signed on its behalf by

DIRECTORS

Assets

Total assets

Liabilities

Total current liabilitiesMedium-Term Borrowing

Total liabilities

Total shareholders' funds

Total liabilities and shareholders' funds

EBENEZER ESSOKA FELIX GYEKYE


Cash Flow Statementfor the year ended 31 December 2005

2005 2004Note ¢m ¢m

28(a) 179,160 308,186

Dividend paid (117,445) (157,258)

Taxes paid (110,163) (135,454)

Purchase of property, plant and equipment (5,527) (6,256)Proceeds from sale of property, plant and equipment 88 - Items released 1,154 284

(4,285) (5,972)

Proceeds from issue of preference shares 90,908 -

Repayment of subordinated debt (45,345) -

45,563 -

28(b) (7,170) 9,502

Net cash inflow from operating Activities

Returns on investments and servicing of finance:

Taxation:

Investing activities:

Net cash outflow from investingActivities:

Financing Activities:

(Decrease)/increase in cash and cash equivalents


Notes to the Financial Statementsfor the year ended 31December 2005

1. ACCOUNTING POLICIES

a. Basis of Accounting

b. Foreign Currency

c. Interest Income

d. Fee Income

e. Investments

f. Loans and advances

g. Bad and doubtful debts

h. Property, Plant and Equipment

The following accounting policies have been used consistently in dealing with items which are considered material in relation to the Bank's financial statements.

The Bank prepares its financial statements under the historical cost convention as modified by the revaluation of leasehold properties and in accordance with Ghana Accounting Standards.

Assets and liabilities denominated in foreign currencies are translated into cedis at rates of exchange ruling at the balance sheet date. Any profits or losses on translation are dealt with in arriving at the operating profit.

The recognition of interest income ceases when the payment of interest or principal is in doubt. Thereafter, interest is included in income only when it is received. Loans are returned to the accruals basis only when doubt about collectibility is removed and when the outstanding arrears of interest and principal are received.

Loan fees are credited to income when the loans are granted.

Investment in securities redeemable at fixed dates are initially recognised at cost and subsequently adjusted to give effect to amortisation of premiums and discounts on purchase over the period to redemption. Trade investments are stated at cost.

Gains or losses arising from sale of investments or adjustments to the value of investments, are recognised in the profit and loss accounts.

Loans and advances are stated in the balance sheet at the amount of principal and interest outstanding less any provision for bad and doubtful debts and interest held in suspense.

Provisions against loans and advances are based on an appraisal of the loan portfolio and are made having regard to both specific and general risks.

The specific element of the provisions relates to those advances that have been individually reviewed and specifically identified as bad or doubtful. The general element of the provisions relates to those existing losses that, although not yet specifically identified, are known from experience to be present at any year end in the Bank's portfolio of advances. In determining the level of the provisions required, management considers numerous factors including, but not limited to, domestic economic conditions, the composition and performance of the advances portfolio and prior bad debts experience.

Provisions made during the year (less amounts released and recoveries of advances previously written off) are charged as a separate amount in the profit and loss account. Advances are written off when the extent of any loss has been confirmed.

A general provision is also made on net current contingent liabilities (off balance sheet items).

Premises and equipment owned by the Bank are stated at cost or revaluation less accumulated depreciation. Equipment is depreciated on a straight-line basis over its expected useful life principally between 3 to 5 years. Leasehold properties are depreciated over the unexpired period of the lease.


Notes to the Financial Statementsfor the year ended 31 December 2005

Maintenance and repairs are charged to the profit and loss account when incurred, and improvements are capitalised.

The Bank provides for income taxes at the current tax rates on its taxable profits .

Provision is made for deferred tax liabilities using the liability method on temporary differences. Deferred tax assets are recognised to the extent that there is reasonable certainty of realisation.

Events subsequent to the balance sheet date are reflected in the financial statements only to the extent that they relate to the year under consideration and the effect is material.

Dividends are recognised as a liability in the period in which they are declared.

Percentage of gross non-performing loans (“substandard to loss”) to total credit/advances portfolio (gross) is 8% (2004: 15%).

Unsecured contingent liabilities and commitments amounted to ¢ 534,012 million (2004: ¢442,787 million).

An amount of ¢228 million (2004: ¢678 million) was spent as part of social responsibility of the bank

i. Taxation

j Deferred Taxation

k. Post Balance Sheet Events

l. Dividend

2. Non Performing Loans Ratio

3. Unsecured Contingent Liabilities and Commitments

4. Social Responsibility Cost



2005 2004¢m ¢m

Placements, Special deposits 23,534 15,232Investment securities 214,458 196,867Loans and advances 343,968 267,016

581,960 479,115

Current accounts 1,536 1,256Time and other deposit 107,895 94,822Overnight and call account 27,149 26,725Borrowings 4,050 4,110

140,630 126,913

Gains on foreign exchange 70,433 64,741

Profit on disposal of property, plant and equipment 88 - Rent receivable 11 22

99 22

Staff Cost (Note 10) 134,473 116,014Advertising and Marketing 2,676 6,140Administrative expenses 128,849 109,711Training 5,790 1,840Depreciation 24,523 31,321Directors' emoluments 12,500 11,329Auditors' remuneration 346 300Donations and Sponsorship 964 578Others 17,026 13,316

327,147 290,549

Wages, salaries, bonus and allowances 108,679 96,559Social security cost 11,208 8,902Pension and retirement benefit 488 651Other staff cost 14,098 8,602Severance Pay - 1,300

134,473 116,014

The average number of persons employed by the bank during the year was 600 (2004: 593). Included in this figure is staff of 182 (2004: 188) who work at the Shared Service Centre for processing transactions of six (6) countries in West Africa. For the purpose of analysis, about 54% of transactions processed are for the Ghana Office.

5. Interest Income

6. Interest Expense

7. Other Operating Income

8. Other income

9. Operating Expenses

10. Staff Cost



2005 2004¢m ¢m

Net Specific credit risk provision 20,793 314General provision for bad and doubtful debts -

On-Balance Sheet 5,209 4,764

Total On-Balance Sheet provision 26,002 5,078

General provision on Off-BalanceSheet items 3,253 1,020

Charge for bad and doubtful debts 29,255 6,098

Current tax [Note 12(ii)] 100,920 68,215Deferred tax [Note 13] (2,120) 13,595

98,800 81,810

National Reconstruction Levy [Note 12(ii)] 23,400 30,484

¢m ¢m ¢m ¢m

2005 (46,211) (79,702) 98,601 (27,312)

2005 9,434 (9,391) 2,319 2,362

(36,777) (89,093) 100,920 (24,950)

2005 (13,940) (21,070) 23,400 (11,610)

(50,717) (110,163) 124,320 (36,560)

The income tax for the year is based on a tax rate of 28% and the national reconstruction levy on a rate of 7.5% of profit before tax.

The tax liabilities up to 2004 have been agreed with the Internal Revenue Service. The tax position for 2005 is subject to the agreement of the Internal Revenue Service.

11. Bad and Doubtful Debts Expense

12. Taxation

12(i).Corporate tax

12(ii).Taxation Payable

Income tax:-

Capital gains tax:-

National reconstruction levy:-

Balance at

1/1/05

Payments during

the yearCharge for

the year

Balanceat

31/12/05



13. Deferred Taxation

14. Cash and Balances with Bank of Ghana

15. Government Securities

15(i) Short-Term Government Securities

15(ii) Medium-Term Investment in other Securities

16. Due from other banks and Financial Institutions

2005 2004¢m ¢m

Balance at 1 January 21,695 8,100 (Released)/ Charged for the year (2,120) 13,595

Balance at 31 December 19,575 21,695

Cash on hand 80,150 65,568Balances with Bank of Ghana 241,068 352,654

321,218 418,222

Treasury Bills 272,974 10,008Ghana Government Index-Linked Bonds 51,668 252,986Government Bonds 520,861 203,744Other Government Bills - 88,728

845,503 555,466

The Government Bonds consist of Ghana Government fixed and floating rate instruments. The floating rate instruments are benchmarked against the 91 day Treasury Bill rate plus a markup. Included in the Government Bonds are Tema Oil Refinery Registered Bonds with interest rate benchmarked against the 182-day Treasury Bill.

2005 2004¢m ¢m

Government Bonds 650,000 557,566

650,000 557,566

These are fixed and floating Government of Ghana Bonds maturing between 2007 and 2008. The floating rate instruments are bench marked against the 91 day Treasury Bill rate plus a markup.

2005 2004¢m ¢m

Nostro account balances 5,441 8,579Items in course of collection 106,721 97,015Placement with other banks 677,565 594,299

789,727 699,893



17. Loans and Advances

(i) Analysis by type

(iii) Analysis by business segments

(iv) Analysis by type of customer

2005 2004¢m ¢m

Overdraft 851,446 803,027Term loans 1,520,926 1,088,815

Gross loans and advances 2,372,372 1,891,842Provision for bad and doubtful debts (114,547) (118,990)Interest in suspense (97,222) (136,108)

Net Loans and advances 2,160,603 1,636,744

The above constitutes loans and advances (including credit bills negotiated) to customers and staff.

(ii) Key ratios on Loans and Advancesa. Loan loss provision ratio is 9% (2004: 13%)b. Gross non-performing loan ratio is 8% (2004: 15%).

c. Ratio of fifty (50) largest exposure (gross funded and non-funded) to total exposures is 68% (2004: 75%).

2005 2004¢m ¢m

Agriculture, forestry and fishing 61,211 83,630Mining and quarrying 11,710 24,198Manufacturing 592,180 707,778Construction 60,466 63,616Electricity, gas and water 65,413 112,168Commerce and finance 525,648 394,871Transport, storage and communication 46,349 68,675Services 23,188 75,527Miscellaneous 986,207 361,379

2,372,372 1,891,842Provision for bad and doubtful debts (114,547) (118,990)Interest in suspense (97,222) (136,108)

2,160,603 1,636,744

Individuals 457,055 340,482Private enterprises 1,258,253 1,313,352Joint private and state enterprises 65,483 34,376Public institutions 495,966 134,297Staff 95,615 68,393Co-operatives - 942

2,372,372 1,891,842Provision for bad and doubtful debts (114,547) (118,990)Interest in suspense (97,222) (136,108)

2,160,603 1,636,744



(iv) Movement in the Bank's provision for bad and doubtful debts are as follows:

18. Property, Plant and Equipment

18(i) Profit on disposal of Property, Plant and Equipment arose as follows:

2005 2004¢m ¢m

Balance at 1 January 118,990 129,279Increase in provision 26,002 5,078Debts written off (30,445) (15,367)

Balance at 31December 114,547 118,990

LeaseholdAssets in course Land and Furniture & Motor

of construction Buildings Computers Equipment Vehicles Total¢m ¢m ¢m ¢m ¢m ¢m

Cost or valuationAt 1 January 1,154 121,137 114,134 37,031 1,776 275,232Additions 456 156 4,137 778 - 5,527Transfers (456) 456 - - - - Released (1,154) - - - - (1,154)Disposal - - (10) - (223) (233)

At 31 December - 121,749 118,261 37,809 1,553 279,372

DepreciationAt 1 January - 14,590 98,361 19,595 1,083 133,629Charge for the year - 6,108 13,240 4,834 341 24,523Released - - (10) - (223) (233)

At 31 December - 20,698 111,591 24,429 1,201 157,919

Net book valueAt 31/12/05 - 101,051 6,670 13,380 352 121,453

At 31/12/04 1,154 106,547 15,773 17,436 693 141,603

Certain leasehold land and buildings were revalued in September 2002 on the basis of open market value by Messrs. Owusu-Adjapong and Company, a firm of professional valuers, and were incorporated in the books of the bank at 31 December 2002.

2005 2004¢m ¢m

Gross value 233 -Accumulated depreciation (233) -

Net book value - -Proceeds from sale 88 -

Profit on disposal 88 -



19. Other Assets

20. Customer Deposit and Current Accounts

20(i). Analysis by type of depositors

21. Due to other banks and financial institutions

2005 2004

¢m ¢m

Accounts receivable and prepayments 28,909 34,569

Accrued interest receivable 62,778 58,031

Impersonal accounts 125,705 245,065

217,392 337,665

Current accounts 1,646,717 1,687,051

Time deposit 396,463 321,868

Savings deposit 952,999 811,160

Call deposit 258,529 256,566

3,254,708 3,076,645

Individuals and other private enterprises 3,234,503 3,004,546

Public enterprises 20,205 72,099

3,254,708 3,076,645

Ratio of twenty largest depositors to total deposit is 16% (2004: 20%).

Inter-bank Balance 62,000 30,000Nostro account balances

401,761 108,871

463,761 138,871



22. Dividends

3. Interest Payable and other liabilities

24. Borrowing

2005 2004¢M ¢m

Balance at 1 January

Final Dividend (2004) 117,445 106,230Interim dividend (2005) - 51,028

117,445 157,258Payments during the year (117,445) (157,258)

Balance at 31 December - -

The Directors are recommending a dividend of ¢11,500 per share (2004: ¢9,574 per share) amounting to ¢202,354 million (2004: ¢ 168,473 million).

2

2005 2004

¢m ¢m

Accrued interest payable 15,041 10,595

Other creditors and accruals 251,296 337,374

266,337 347,969

Intra group 214,158 49,284

Subordinated Loan 45,580 45,345

Short-term loan 230,000 230,000

489,738 324,629

Subordinated loan represents a foreign currency denominated loan of US$5 million (¢45,345m). Interest is at LIBOR plus 0.75% per annum. This amount was paid off in January 2006.

The short term loan represents borrowing on the local market with interest rate bench marked against the 91 day Treasury Bill rate.


25. Stated Capital

(i) Ordinary Shares

(ii) Preference Shares

Total Stated Capital

26. Capital Surplus

27. Statutory Reserve Fund

2005 2004No of Shares Proceeds No of Shares Proceeds

'000 ¢m '000 ¢m

Authorised

No. of ordinary shares of no parvalue 100,000 100,000

Issued and fully paid

Issued for cash consideration 4,000 4 4,000 4Transferred from income surplusaccount 13,596 40,401 13,596 40,401

17,596 40,405 17,596 40,405

Issued and fully paid

No. of preference shares 17,482 90,908 - -

131,313 40,405

There is no share in treasury and no call or installment unpaid on any share.

The preference shares are irredeemable and non-cumulative.

2005 2004¢m ¢m

Balance at 31st December 60,270 60,270

Balance at 1 January 122,915 98,847Transfer from Income Surplus 58,038 24,068

Balance at 31 December 180,953 122,915



28. Cash Flow Statement

a) Reconciliation between trading profit and netcash inflow from operating activities

Items not involving cash flow:

Net cash inflow from trading activities

Net cash inflow from operating activities

b) Analysis of changes in cash and cash equivalentsduring the year

c) Analysis of cash and cash equivalentsduring the year

29. Contingent Liabilities and Commitments

2005 2004¢m ¢m

Trading Profit 354,352 304,835

Depreciation 24,523 31,321Exchange Loss - subordinated loan 235 2,220Charge for bad and doubtful debts 29,255 6,098Profit on sale of property, plant and equipment (88) -

408,277 344,474Net increase in investment other than those held for the purpose of trade (382,471) (129,396)

Net increase in loans and advances (549,861) (231,063)

Net increase/(decrease) in other assets 120,273 (115,811)Net increase in customer deposits 178,063 488,700Increase/ (decrease) in amounts due to other banks 324,890 (25,716)Net (decrease)/increase in interest payable and other liabilities (84,885) 22,557Increase/ (decrease) in borrowing 164,874 (45,559)

179,160 308,186

Balance at 1 January 1,118,115 1,108,613Net cash (outflow)/ inflow (7,170) 9,502

Balance at 31 December 1,110,945 1,118,115

Cash and Balance with Bank of Ghana 321,218 418,222Nostro account balances 5,441 8,579Items in course of collection 106,721 97,015Placement with other banks 677,565 594,299

1,110,945 1,118,115

(i) Contingent Liabilities

Guarantees and irrevocable letters of credit 592,665 481,486



29. Contingent Liabilities and Commitments Cont'd

30. Related Party Transactions

30(i) Directors, Officers and other employees:

30(ii) Holding Company

Pending legal suits 216 1,373

Commitments for capital expenditure

Under contract 2,395 278

The following are loan balances due from related parties:

2005 2004¢m ¢m

Directors 6,686 4,354Officer and other employees 88,929 64,039

95,615 68,393

Amounts due to the holding company at the balance sheet date were as follows:

2005 2004¢m ¢m

Short term borrowing 214,158 49,284Subordinated Loan (US$ 5 million) 45,580 90,690Other credits outstanding 15,745 9,816

275,483 149,790

The bank has three agreements with the SCB group registered under the Technology Transfer Agreement (LI 1547). The total amount charged to the profit and loss account under these agreements was ¢27,604 million (2004: ¢18,094 million).



3

USD GBP EUR Others 2005 2004¢m ¢m ¢m ¢m ¢m ¢m

Cash and Balances with Bank of Ghana 87,902 8,964 21,902 67 118,835 164,442Due from other banks and financial Institutions 488,401 78,505 19,389 4,965 591,260 603,543Loans and advances 751,336 15,517 95,661 - 862,514 467,261Other assets 3,514 164 646 8 4,332 33,278

Total Assets 1,331,153 103,150 137,598 5,040 1,576,941 1,268,524

Customer deposits 918,255 89,247 97,057 184 1,104,743 1,085,496Due to other banks and financial Institutions 315,442 4,712 34,163 47,444 401,761 108,871Other borrowed funds 45,580 - - - 45,580 139,974Interest Payable and other liabilities 146,625 5,782 9,339 4,213 165,959 90,914

Total Liabilities 1,425,902 99,741 140,559 51,841 1,718,043 1,425,255

Net-On balance sheet position (94,749) 3,409 (2,961) (46,801) (141,102) (156,731)

Off-Balance Sheet Credit Commitments 412,713 7,279 68,395 5,484 493,871 446,662

Total Assets 988,277 93,103 175,446 11,698 1,268,524Total Liabilities (1,151,513) (93,081) (176,068) (4,593) (1,425,255)

Net-On balance sheet position (163,236) 22 (622) 7,105 (156,731)

Off-balance sheet Credit Commitments 381,120 1,077 53,478 10,987 446,662

1. Concentration of cedi equivalent of foreign currency denominated assets, liabilities and off balance sheet items

Assets

Liabilities

At 31 December 2004



32. Maturities of assets and liabilities

Assets

0-3 months 3-6 months 6-12months over 1 year 2005 2004¢m ¢m ¢m ¢m ¢m ¢'m

Cash and Balances with Bank of Ghana 321,218 - - - 321,218 418,222Short-Term Government Securities 273,065 680 571,758 - 845,503 555,466Due from other banks and financial institutions 789,727 - - - 789,727 699,893Loans and advances 1,237,690 76,216 42,658 804,039 2,160,603 1,636,744Other assets 192,165 25,227 - - 217,392 337,665Taxation 14,337 14,337 7,886 - 36,560 50,717Medium-Term Government Securities - - - 650,000 650,000 557,566Property, Plant and equipment - - - 121,453 121,453 141,603

2,828,202 116,460 622,302 1,575,492 5,142,456 4,397,876

LiabilitiesCustomer deposits 1,761,881 1,181 800 1,490,846 3,254,708 3,076,645Due to other banks and financial institutions 463,761 - - - 463,761 138,871Interest payables and other liabilities 266,337 - - - 266,337 347,969Deferred taxation - 908 - 18,667 19,575 21,695Borrowing 489,738 - - - 489,738 324,629

Total current liabilities 2,981,717 2,089 800 1,509,513 4,494,119 3,909,809Medium term borrowing - - - - - 45,345

2,981,717 2,089 800 1,509,513 4,494,119 3,955,154

Net liquidity gapTotal Assets 2,828,202 116,460 622,302 1,575,492 5,142,456 4,397,876Total Liabilities (2,981,717) (2,089) (800) (1,509,513) (4,494,119) (3,955,154)

Net Liquidity Gap (2005) (153,515) 114,371 621,502 65,979 648,337

Net Liquidity Gap (2004) (925,447) (220,076) 464,960 1,123,285 442,722



33. Reclassifications

34. Directors' Shareholding

(i) Ordinary Shares

(ii) Preference Shares

35. Number of Shares in Issue

36. Number of shareholders

(i) Ordinary Shares

The 2004 comparative information where necessary has been reclassified to make them consistent with current year's presentation.

The Directors named below held the following number of shares in the Bank as at 31 December, 2005:

2005 2004

Norbert Kwasivi Kudjawu 17,175 17,175

Ishmael Yamson 2,000 -

Henry Gilbert Dei 274 274

Albert Saltson 119 119

19,568 17,568

Norbert Kwasivi Kudjawu 68,775 -

Earnings, dividend and net assets per share are based on 17,596,042 (2004: 17,596,042) ordinary shares in issue during the year.

The company had 4,525 ordinary and 1,022 preference shareholders at 31 December, 2005 distributed as follows:

Number ofRange of shares Shareholders Holding Percentage

1 - 1,000 4,197 889,991 5.061,001 - 5,000 261 531,196 3.025,001 - 10,000 40 308,627 1.75Over 10,000 27 15,866,228 90.17

4,525 17,596,042 100.00



36. Number of shareholders Cont'd

(ii) Preference SharesNumber of

Range of shares Shareholders Holding Percentage

1 - 1,000 815 306,641 1.751,001 - 5,000 152 343,535 1.975,001 - 10,000 27 212,678 1.22Over 10,000 28 16,619,413 95.06

1,022 17,482,267 100.00



37(i). Details of 20 Largest Ordinary Shareholders at 31 December, 2005

Name of Number of Percentage (%)Shareholder Shares held holding

Standard Chartered Holdings Africa BV 11,700,644 66.50

Social Security & National Insurance Trust 2,523,708 14.34

BBGN/States street Bank X71 AX 71 329,585 1.87

DM Ventures ITF Goldwyn Trading Company Limited 284,784 1.62

BBG Nom/Chase Manhattan Onshore 277,738 1.58

BBGN/Royal Trust Corporation of Canada 165,000 0.94

BBGN/EPACK Investment Fund Limited 122,868 0.70

Ghana Union Assurance Company Limited 66,234 0.38

Council For University of Ghana Endowment 60,390 0.34

BBG/Unilever Ghana Managers Pension Fund 46,599 0.26

BBG NOM/Unilever Ghana Provident Fund 34,672 0.20

Estate of Late Mr. Francis K. Poku 28,710 0.16

University of Science and Technology 24,750 0.14

National Investment Bank 21,780 0.12

Government of Ghana 21,102 0.12

Norbert Kwasivi Kudjawu 17,175 0.10

Edward Kojo Amoma Anim-Addo 17,000 0.10

Enterprise Insurance Company Limited 16,165 0.09

BBGN/NTHC Horizon Fund 15,016 0.09

Star Assurance Company Limited 14,100 0.08

15,788,020 89.72



37(ii) Details of 20 Largest Preference Shareholders at 31 December, 2005

Name of Number of Percentage (%)

Shareholder Shares held holding

Standard Chartered Holdings (Africa) BV 15,220,598 87.06

BBGN/STATESTREET BANK X71 AX71 329,585 1.89

SSNIT SOS Fund 307,692 1.76

Ghana Union Assurance Company Limited 99,351 0.57

Edward Kojo Amoma Anim-Addo 97,000 0.55

Kudjawu Norbert Kwasivi 68,775 0.39

Akosa-Bempah Ophelia 54,150 0.31

Akoto-Bamfo Edmund 50,000 0.29

Akosah-Bempah Kwaku 40,654 0.23

MSL Portfolio 38,461 0.22

Boye Ebenezer Magnus 25,000 0.14

Aryee Clifford 25,000 0.14

Minkah Anthony 20,268 0.12

Nyako John Percival Awuku 20,000 0.11

Edem Yankson 20,000 0.11

State Insurance Company Limited Provident Fund 19,231 0.11

State Insurance Co. Limited - General Business 19,231 0.11

NTHC Trading Account 19,231 0.11

State Insurance Company Limited - Life Business 19,231 0.11

Nelson Aruna 19,230 0.11

16,512,688 94.44



I.....................................................................................................................................................................................................................................

(Block Capitals Please)

Of

.......................................................................................................................................................................................................................................

Being Member/Members of STANDARD CHARTERED BANK GHANA LIMITED hereby appoint

.......................................................................................................................................................................................................................................

Of

....................................................................................................................................................................................…..

or failing him the duly appointed Chairman of the Meeting, as my / our Proxy to vote for me / us on my / our behalf at the Annual General Meeting

of the Company to be held at 11.00 am on Thursday, 30 day of March, 2006 and at every adjournment thereof.

Please indicate with an X in the spaces below how you wish your votes to be cast.

RESOLUTION FOR AGAINST

1. Declaring a dividend

2. Re - electing the following Directors - Mr. Simon Millett

- Mr. Albert Saltson

- Mr. Samuel Daisie

- Mr. Henry Dei

3. Approving Directors’ remuneration

4. Approving the remuneration of the Auditors

Signed this............................ day of ................................2006 Signature.........................................................

IMPORTANT: Before posting the Form of Proxy above, please tear off this part and retain it - see over. If you wish to insert in the blank space

on the form the name of any person, whether a Member of the company or not, who will attend the meeting and vote on your behalf, you may

do so; if you do not insert a name, the Chairman of the Meeting will vote on your behalf. If this Form is returned without any indication as to how

the person appointed a proxy shall vote, he will exercise his discretion as to how he votes or whether he abstains from voting. To be valid, this

Form must be completed and must reach the Registered Office of the Company not less than 48 hours before the time fixed for holding the

Meeting or adjourned Meeting.

This Form is only to be completed if you will NOT attend the Meeting

Form of Proxy

CUT HERE CUT HERE

FIR

ST

FO

LD H

ER

E

The SecretaryStandard Chartered Bank, Ghana LimitedHead OfficeP. O. Box 768, Accra

SE

CO

ND

FO

LD H

ER

E

PLEASEAFFIXSTAMPHERE

THIRD FOLD HERE

CUT HERE CUT HERE

IMPORTANT: A person attending the meeting should not produce this form

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