Standard Chartered PLC — Capital/Financing Update 2012

Jul 10, 2012

Final Terms

STANDARD CHARTERED PLC

and

STANDARD CHARTERED BANK

and

STANDARD CHARTERED BANK (HONG KONG) LIMITED

and

STANDARD CHARTERED FIRST BANK KOREA LIMITED

U.S.\$42,500,000,000 Debt Issuance Programme

U.S.\$1,250,000,000 Callable Subordinated Notes due 2022

Issued by Standard Chartered PLC

Goldman Sachs International J.P. Morgan Cazenove Société Générale Corporate & Investment Banking Standard Chartered Bank as Joint Lead Managers

The date of the Final Terms is 10 July 2012

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 11 November 2011, the supplemental Prospectuses dated 5 March 2012 and 3 May 2012, respectively (together, the "Prospectus") which together constitute (with the exception of certain sections) a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the final terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus is available for viewing at the registered office of the Issuer at 1 Aldermanbury Square, London EC2V 7SB.

1	Issuer:		Standard Chartered PLC
$\boldsymbol{2}$	(i)	Series Number:	79
	(ii)	Tranche Number:	1
3		Currency or Currencies:	United States Dollars ("U.S.\$")
4	Aggregate Nominal Amount:
	(i)	Series:	U.S.\$1,250,000,000
	(ii)	Tranche:	U.S.\$1,250,000,000
5		Issue Price:	99.924 per cent. of the Aggregate Nominal Amount
6		Denominations:	U.S.\$200,000 integral and multiples οf U.S.\$1,000 in excess thereof up to and including U.S.\$399,000
7		Calculation Amount:	$U.S.\$1,000$
8	(i)	Issue Date:	12 July 2012
	(ii)	Interest Commencement Date:	Issue Date
9		Maturity Date:	12 July 2022
10	Interest Basis:		4 per cent. per annum, Fixed Rate, subject to reset in accordance with paragraph 16(vii) below
11		Redemption/Payment Basis:	Redemption at par
12	Change of Interest or Redemption/Payment Basis:		Applicable
13	Put/Call Options:		Applicable
14	(i)	Status of the Notes:	Dated Subordinated Notes
	(ii)	Date of Board approval for issuance of Notes obtained:	Not Applicable
15		Method of distribution:	Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16	Fixed Rate Note Provisions		Applicable
	(i)	Rate of Interest:	4 per cent. per annum (calculated by reference to the 5 year U.S. Treasury Rate prevailing on 5 July 2012 plus 3.35 per cent. per annum) payable semi-annually in arrear in equal instalments, subject to reset in accordance with paragraph 16(vii) below
	(ii)	Interest Payment Date(s):	12 January and 12 July in each year, commencing on 12 January 2013, up to and including 12 July 2022
	(iii)	Fixed Coupon Amount:	U.S.\$20.00 per Calculation Amount payable on each Interest Payment Date up to and including 12 July 2017 and thereafter an amount per Calculation Amount equal to: Reset Rate x U.S.\$1,000 $\overline{2}$ payable on each Interest Payment Date up to and including 12 July 2022
	(iv)	Broken Amount(s):	Not Applicable
	(v)	Day Count Fraction (Condition $4(i)$ :	30E/360
	(v i )	Determination Dates:	Not Applicable
	(vii)	the terms relating to Other method of calculating interest for Fixed Rate Notes:	The Interest Rate payable on the Notes from and including 12 July 2017 to but excluding the Maturity Date shall be reset to a rate per annum equal to the 5 year U.S. Treasury Rate prevailing on 12 July 2017 plus 3.35 per cent. Rate") "Reset (the per annum
			For this purpose "5 year U.S. Treasury Rate" shall mean such rate per annum as is equal to the gross redemption yield on United States government securities with a five year term
17	Floating Rate Note Provisions		Not Applicable
18			Not Applicable
19	Zero Coupon Note Provisions Index-Linked Interest Note Provisions		Not Applicable
20	Dual Currency Note Provisions		Not Applicable
		PROVISIONS RELATING TO REDEMPTION
21	Call Option		Applicable
	(i)	Optional Redemption Date	12 July 2017

	(ii)	Optional Redemption Amount(s) and method, if any, of calculation of such amount(s);	U.S.\$1,000 per Calculation Amount
	(iii)	If redeemable in part:	Not Applicable
	(iv)	Notice period:	Not less than 15 nor more than 30 days' prior to the Optional Redemption Date
22		Regulatory Capital Call	Not Applicable
23	Put Option		Not Applicable
24	Note	Final Redemption Amount of each	U.S.\$1,000 per Calculation Amount
Early Redemption Amount 25
	(i)	Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):	U.S.\$1,000 per Calculation Amount
	(ii)	Redemption for taxation reasons permitted on days other than Dates Interest Payment (Condition 5(c)):	Yes
	(iii)	Unmatured Coupons to become upon early redemption void (Bearer Notes only) (Condition $6(f)$ :	No
		GENERAL PROVISIONS APPLICABLE TO THE NOTES
26	Form of Notes:		Bearer Notes
			Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable

		Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note
27	New Global Note:	No.
28	Business Day Jurisdiction(s) (Condition 6(h)) or other special provisions relating to Payment Dates:	London
29	Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):	No.
30	Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each	Not Applicable

$-3-$

	payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:
31	relating to Instalment Notes: Details amount of each instalment, date on which each payment is to be made:	Not Applicable
32	Redenomination, renominalisation and reconventioning provisions:	Not Applicable
33	Consolidation provisions:	Not Applicable
34	Other final terms:	Not Applicable

DISTRIBUTION

35	(i)	lf syndicated, and names addresses of Managers:	Goldman Sachs International Peterborough Court 133 Fleet Street London EC4A 2BB United Kingdom
			J. P. Morgan Securities plc 25 Bank Street
			London E14 5JP
			United Kingdom
			Société Générale
			29, boulevard Haussmann
			75009 Paris France
			Standard Chartered Bank
			1 Basinghall Avenue
			London EC2V 5DD
			United Kingdom
	(ii)	Date of Subscription Agreement:	10 July 2012
	(iii)	Stabilising Manager(s) (if any):	Not Applicable
36	If non-syndicated, name and address of Dealer:		Not Applicable
37	U.S. Selling Restrictions:		Reg. S Compliance Category: 2; TEFRA D
38		Additional selling restrictions:	Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the U.S.\$42,500,000,000 Debt Issuance Programme of Standard Chartered PLC, Standard Chartered Bank, Standard Chartered Bank (Hong Kong) Limited and Standard Chartered First Bank Korea Limited.

$-5 -$

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

By: Duly authorised

PART B - OTHER INFORMATION

LISTING

$\blacktriangleleft$

$\overline{2}$

• $(i)$ Listing:
• $(ii)$ Admission to trading:

RATINGS

Ratings:

Official List of the UK Listing Authority and trading on the London Stock Exchange

Application has been made for the Notes to be admitted to trading on the London Stock Exchange's regulated market with effect from 12 July 2012

The Notes to be issued are expected to be rated:

Standard & Poor's Hong Kong Limited: A-Moody's Investors Service Pty. Limited, Australia: A3

Fitch Ratings Ltd.: A+

Standard & Poor's Hong Kong Limited is not established in the European Union but the rating given to the Notes is endorsed by Standard & Poor's Credit Market Services Europe Ltd. which is established in the European Union and is registered under Regulation (EC) No 1060/2009.

Moody's Investors Service Pty. Limited, Australia is not established in the European Union but the rating it has given to the Notes is endorsed by Moody's Investor Services Ltd. which is established in the EU and registered under Regulation (EC) No 1060/2009.

Fitch Ratings Ltd. is established in the European Union and is registered under Regulation (EC) No 1060/2009.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $\overline{\mathbf{3}}$

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer

£3,650

FSTIMATED TOTAL EXPENSES $\Delta$

• Estimated total expenses:
• 5 YIELD

Indication of yield:

4.017 per cent. per annum.

As set out above, the vield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

$\bf{6}$

OPERATIONAL INFORMATION

• Intended to be held in a manner $(i)$ No which would allow Eurosystem eligibility:
• (ii) ISIN Code:
• (iii) Common Code:
• (iv) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):
• (v) Delivery:
• (vi) Names and addresses of initial Paying Agent(s):
• Not Applicable

XS0803659340

080365934

Delivery against payment

The Bank of New York Mellon One Canada Square London E14 5AL United Kingdom Not Applicable

(vii) Names and addresses of additional Paying Agent(s) (if any):