The attached presentation offers a guide to communication during a merger or acquisition.

3. Stake Holder Group Problems and Resistances Board Members/ Directors Fear of a dominating partner, Hostility of CEO’s of partners Geographic issues/Financial issues CEO/ Senior managers Losing game? Loss of responsibilities and tasks Unclear organizational structure Employees Lack of understanding of need of merger, Job security, Compensation, Role & Location change, uncertain future Customers Brand issues/management of ‘my’ account, price/ delivery/ Product/ quality issues/ technology Shareholders Returns, Dividend payments, Altering ‘my’ Shareholding Pattern Government /Financial institutions Revenue/ Tax/ Governance/ Regulatory issues Vendors/ Suppliers Loss of business, future direction Stakeholder Perceptions

4. Develop the Integration strategy Integrate Systems Operation Keep managing the institution CEO takes leadership position Deal with “What about me?” Ongoing through merger Establish The Power Structure People & Communication Key Issues in Integration

5. People – What goes on in their minds Maslow’s Heirarchical Needs Self Actualization Self fulfillment Self Esteem, Feeling good, Pride, Confidence Love & Belonging Safety : Security from attack Hunger and Thirst What Is our Strategy How are we going to win? What will my job be? My role in the Organization. Who are the people I have to spend the rest of my life with? Will I have a job? Will there be layouts?

12. Communication Content Communication Content

15. Merger and Culture- Identify Cultural Difference Check List Characteristics Of culture Perception of other organization True False Other Perception True False Democratic Bureaucratic Autocratic People driven Team orienting Transparent/Open Long term driven

18. Key messages The sale is a good deal for both companies We can realise the full potential of the business making us No. 1 or 2 in the region The price we paid is right Shareholder value Focus Narrower deeper options Narrower geographic focus New economy New opportunity in Asia - Internally We will be the leading company [insert area] and the region There will be great opportunities as we develop the new business Until then it’s business as usual There will be changes – but they will be carefully considered by the new management We will communicate with you regularly, openly and honesty Standard Chartered Grindlays integration update 19 May 2000

19. Letter from the CEO What is happening – background information Why it is happening – context for change When is it happening – high level time-line of events What this will mean to me - Overview of HR processes, options etc Who is the other guy? (Brief intro, cultural information and the map showing fit) What’s next? - What does it mean for my customers? – Integration process How do I find out more? – key contacts, Internet addresses Questions and Answers Managing Change Counselling contact points and service Communication Content Standard Chartered Grindlays integration update 19 May 2000

20. Questions and Answers Will my job be safe? answer How will the best people for the job be determined? answer When will I know about my role? answer Will my reporting lines change? answer Is there going to be an opportunity to take voluntary redundancy? answer Will the branch where I work remain open? answer How will it be decided which branches remain? answer If my branch is closed will I have to move to another location? answer Will we retain our name? answer Will the merger impact my benefits under the of pension scheme? answer I have a loan– How will it be treated after the merger? answer Standard Chartered Grindlays integration update 19 May 2000