Standard Chartered PLC — Capital/Financing Update 2014

Mar 25, 2014

Final Terms

STANDARD CHARTERED PLC, STANDARD CHARTERED BANK

and

STANDARD CHARTERED BANK (HONG KONG) LIMITED

U.S.\$57,500,000,000

Debt Issuance Programme

U.S.\$ 2,000,000,000 5.700 per cent. Dated Subordinated Notes due 2044

Issued by

Standard Chartered PLC

Joint Lead Managers

Bof A Merrill Lynch Goldman, Sachs & Co. Morgan RBC Capital Markets Standard Chartered Bank

The date of the Final Terms is 21 March

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 October 2013 and the supplementary Prospectuses dated January and March which together constitute (with the exception of certain sections) a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive including amendments thereto) (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 the Base Prospectus. 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 Base Prospectus. The Base Prospectus is available for viewing at the registered office of the Issuer at 1 Basinghall Avenue, London EC2V 5DD.

1	Issuer:		Standard Chartered PL C
2	(i)	Series Number:	117
	(ii)	Tranche Number:	1
	(iii)	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
3		Currency or Currencies:	United States Dollars ("U.S.\$")
4		Aggregate Nominal Amount:
	(i)	Series:	U.S.\$ 2,000,000,000
	(ii)	Tranche:	U.S.\$ 2,000,000,000
		Issue Price:	99.800 per of the Aggregate Nominal Amount
	Denominations:		U.S.\$200,000 and integral multiples of in excess thereof
7	Calculation Amount:		U.S.\$1,000
8	(i)	Issue Date:	26 March 2014
	(ii)	Interest Commencement Date:	Issue Date
		Maturity Date:	26 March 2044
10		Interest Basis:	5.700 per per annum Fixed Rate
11		Redemption/Payment Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at of their nominal per amount
12		Change of Interest:	Not Applicable
13		Put/Call Options:	Not Applicable
14	(i)	Status of the Notes:	Dated Subordinated
	(ii)	Date Board approval for issuance of Notes obtained:	Not Applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15	Fixed Rate Note Provisions		Applicable
	(i)	Rate of	5.700 per per annum payable semi-annually in arrear on each Interest Payment Date
	(ii)	Interest Payment Date(s):	26 March and 26 September in each year, commencing on 26 September up to and including 26 March 2044
	(iii)	Fixed Coupon Amount:	U.S.\$ 28.500 per Calculation Amount
	(iv)	Broken Amount(s):	Not Applicable
	(v)	Day Count Fraction (Condition 4(i)):	30/360
	(vi)	Determination Dates:	Not Applicable
	(vii)	Relevant Currency	Not Applicable
16		Floating Rate Note Provisions	Not Applicable
17	Zero Coupon Note Provisions		Not Applicable
		PROVISIONS RELATING TO REDEMPTION
18	Call Option		Not Applicable
	Regulatory Capital Call		Applicable

• (i) Redemption Amount per Note:
• 20 Put Option
• 21 Final Redemption Amount of each Note
• 22 Early Redemption Amount
• (ii) Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption:
• (i) Redemption for taxation reasons permitted on days other than Interest Payment Dates (Condition 5(c)):
• (ii) Unmatured Coupons to become void upon early redemption (Bearer Notes only) (Condition 6(f)): Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

23 Form of Notes: Registered Notes

Global Certificates exchangeable for Definitive Certificates in the limited circumstances specified

per Calculation Amount

Yes

Not Applicable

24	New Global Note:	in the Global Certificates No
25	Business Day Jurisdiction(s) (Condition 6(h)) or other special provisions relating to Payment Dates:	London and New York
26	Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):	No

Signed on behalf of the Issuer:

PART B - OTHER INFORMATION

1 Listing

(i)	Listing:	Official List of the UK Listing Authority and trading on the London Stock Exchange
(ii)	Admission to trading:	Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market with effect from 26 March
(iii)	Estimated total expenses of admission to trading	£3,650

2 RATINGS

Ratings

The Notes to be issued are expected to be assigned the following ratings:

S&P: A-

Moody's: A3

Fitch: A+

3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Joint Lead Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

The Joint Lead Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

4 Fixed Rate Notes only -YIELD

Indication of yield: See "General Information" on page of the Base Prospectus.

Calculated as per per annum on the Issue Date.

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

5 OPERATIONAL INFORMATION

(i) Unrestricted Notes:

(a) Code:
--------------	--

(b) Common Code:

Restricted Notes:

• (a) Code: US853254AN08
• (b) Number: 853254AN0
• (c) Common Code
• (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Banking, and the relevant identification number(s): DTC
• (iv) Delivery: Delivery of payment in respect of the Restricted Notes and delivery against payment in respect of the Unrestricted Notes
• (v) Names and addresses of initial Paying Agent(s): The Bank of New York Mellon, One Canada Square, London 5AL, United Kingdom
• (vi) Names and addresses of additional Paying Agent(s) (if any): Not Applicable

DISTRIBUTION

(i)	Method of distribution:	Syndicated
(ii)	If syndicated:
	(A) Names of Lead Managers:	Joint Lead Managers Goldman, Sachs & Co. Morgan Securities LLC. Merrill Lynch, Pierce, Fenner & Smith Incorporated R B C Capital Markets, LLC Standard Chartered Bank
	(B) Stabilising Manager(s) (if any):	Merrill Lynch, Pierce, Fenner & Smith Incorporated
(iii)	If non-syndicated, name of Dealer:	Not Applicable
(iv)	US Selling Restrictions:	Reg. S Compliance Category 2; TEFR A not applicable Qualified Institutional Buyers only Rule