Standard Chartered PLC — Capital/Financing Update 2018

Mar 15, 2018

Final Terms

STANDARD CHARTERED PLC

and

STANDARD CHARTERED BANK

U.S.$77,500,000,000

Debt Issuance Programme

U.S.$1,250,000,000 3.885 per cent. Fixed-to-Floating Rate Notes due 2024

Issued by

Standard Chartered PLC

Joint Lead Managers

Barclays Capital Inc.

Credit Agricole Securities (USA) Inc.

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Standard Chartered Bank

Co-Lead Managers

ABN AMRO Securities (USA) LLC

Bank of Communications Co., Ltd. Hong Kong Branch

China Construction Bank Corporation, Singapore Branch

CIMB Bank (L) Limited

Deutsche Bank Securities Inc.

Emirates NBD Bank PJSC

First Abu Dhabi Bank PJSC

Industrial and Commercial Bank of China Limited, Singapore Branch

UBS Securities LLC

United Overseas Bank Limited

The date of the Final Terms is 12 March 2018.

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PART A – CONTRACTUAL TERMS

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (“MiFID II”); or (ii) a customer within the meaning of Directive 2002/92/EC (“IMD”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 14 June 2017 which, together with the supplementary prospectuses dated 2 August 2017, 9 August 2017, 2 November 2017, 10 November 2017, 7 December 2017 and 1 March 2018 constitute (with the exception of certain sections) a base prospectus (the “Base Prospectus”) for the purposes of Directive 2003/71/EC (as amended, 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 1 Basinghall Avenue, London EC2V 5DD and copies may be obtained from 1 Basinghall Avenue, London EC2V 5DD.

1. Issuer: Standard Chartered PLC
2. (i) Series Number: 158
   (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.$1,250,000,000
   (ii) Tranche: U.S.$1,250,000,000
5. Issue Price: 100 per cent. of the Aggregate Nominal Amount
6. Denominations: U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof
7. Calculation Amount: U.S.$1,000
8. (i) Issue Date: 15 March 2018
   (ii) Interest Commencement Date: Issue Date
9. Maturity Date: The Interest Payment Date falling in or nearest to March 2024
10. Interest Basis: 3.885 per cent. Fixed Rate for the period from (and including) the Issue Date to (but excluding) 15 March 2023

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3 month U.S.$ LIBOR + 1.08 per cent. Floating Rate for the period from (and including) 15 March 2023 to (but excluding) the Maturity Date (see paragraphs 15 and 16 below)

11 Redemption/Payment Basis:
Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount

12 Change of Interest:
Fixed-to-Floating Rate Notes (see paragraphs 15 and 16 below)

13 Put/Call Options:
Issuer Call
Loss Absorption Disqualification Event Call

14 (i) Status of the Notes:
Senior
(ii) Date Board approval for issuance of Notes obtained:
Not Applicable
(iii) Events of Default:
Non-Restrictive Events of Default

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15 Fixed Rate Note Provisions
Applicable for the period from (and including) the Issue Date to (but excluding) 15 March 2023

(i) Rate of Interest:
3.885 per cent. per annum payable semi-annually in arrear on each Interest Payment Date

(ii) Interest Payment Date(s):
15 March and 15 September in each year to (and including) 15 March 2023

(iii) Fixed Coupon Amount:
U.S.$19.425 per Calculation Amount

(iv) Broken Amount:
Not Applicable

(v) Day Count Fraction (Condition 4(j)):
30/360

(vi) Determination Dates:
Not Applicable

(vii) Relevant Currency:
Not Applicable

16 Floating Rate Note Provisions
Applicable for the period from (and including) 15 March 2023 to (but excluding) the Maturity Date

(i) Interest Period(s):
The period beginning on (and including) 15 March 2023 and ending on (but excluding) the First Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date

(ii) Interest Payment Dates:
15 June 2023, 15 September 2023, 15 December 2023 and 15 March 2024, subject to adjustment in accordance with the Business Day Convention below

(iii) First Interest Payment Date:
15 June 2023

(iv) Business Day Convention:
Modified Following Business Day Convention

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(v) Relevant Financial Centre(s) (Condition 4(j)): London
(vi) Manner in which the Rate(s) of Interest is/are to be determined: Page
(vii) Interest Period Date(s): Not Applicable
(viii) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent): Not Applicable
(ix) Page (Condition 4(c)):
• Relevant Time: 11:00 a.m. London time
• Interest Determination Date: Second London Business Day prior to the start of the relevant Interest Period
• Primary Source for Floating Rate: Reuters LIBOR01
• Reference Banks (if Primary Source is "Reference Banks"): Not Applicable
• Relevant Financial Centre: London
• Benchmark: 3 month U.S.$ LIBOR
• Effective Date: The first day of the relevant Interest Accrual Period
• Specified Duration: 3 months
(x) Linear Interpolation: Not Applicable
(xi) Margin(s): +1.08 per cent. per annum
(xii) Minimum Rate of Interest: Not Applicable
(xiii) Maximum Rate of Interest: Not Applicable
(xiv) Day Count Fraction (Condition 4(j)): Actual/360
(xv) Rate Multiplier: Not Applicable

17 Reset Note Provisions Not Applicable
18 Zero Coupon Note Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

19 Issuer Call Applicable
(i) Optional Redemption Date: 15 March 2023
(ii) Call Option 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:
(a) Minimum Call Option Redemption Amount: Not Applicable
(b) Maximum Call Option Redemption Amount: Not Applicable

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(iv) Notice period: As per Condition 5(d)
20 Regulatory Capital Call Not Applicable
21 Loss Absorption Disqualification Event Call Applicable
(i) Redeemable on days other than Interest Payment Dates (Condition 5(f)): Yes
22 Put Option Not Applicable
23 Final Redemption Amount of each Note U.S.$1,000 per Calculation Amount
24 Early Redemption Amount
(i) Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons, due to Regulatory Capital Event or due to Loss Absorption Disqualification Event or on event of default: U.S.$1,000 per Calculation Amount
(ii) Redeemable on days other than Interest Payment Dates (Condition 5(c)): Yes
(iii) Unmatured Coupons to become void upon early redemption (Bearer Notes only) (Condition 6(f)): Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

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

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Signed on behalf of the Issuer:

By: [Signature]

Duly authorised

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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 15 March 2018.

(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: BBB+
Moody’s: A2
Fitch: A+

3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

Save for any fees payable to the 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 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 167 of the Base Prospectus.

For the period from (and including) the Issue Date to (but excluding) 15 March 2023 3.885 per cent.

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.

4 Floating Rate Notes only – HISTORIC INTEREST RATES

Details of historic LIBOR rates can be obtained from Reuters LIBOR01.

5 OPERATIONAL INFORMATION

(i) Unrestricted Notes
(a) ISIN: XS1793294767
(b) Common Code: 179329476

(ii) Restricted Notes
(a) ISIN: US853254BJ86
(b) CUSIP Number: 853254BJ8

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(iii) Any clearing system(s) other than Euroclear Bank SA/NV, Clearstream Banking, SA, the CMU Service, DTC and the relevant identification number(s): Not Applicable
(iv) Delivery: Delivery free of payment in respect of the Restricted Notes and delivery free of 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 E14 5AL, United Kingdom
(vi) Names and addresses of additional Paying Agent(s) (if any): Not Applicable

6 DISTRIBUTION

(i) Method of distribution: Syndicated
(ii) If syndicated:
(A) Names of Managers: Joint Lead Managers
Barclays Capital Inc.
Credit Agricole Securities (USA) Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Standard Chartered Bank

Co-Lead Managers
ABN AMRO Securities (USA) LLC
Bank of Communications Co., Ltd. Hong Kong Branch
China Construction Bank Corporation, Singapore Branch
CIMB Bank (L) Limited
Deutsche Bank Securities Inc.
Emirates NBD Bank PJSC
First Abu Dhabi Bank PJSC
Industrial and Commercial Bank of China Limited, Singapore Branch
UBS Securities LLC
United Overseas Bank Limited
(B) Stabilising Manager(s) (if any): J.P. Morgan Securities LLC
(iii) If non-syndicated, name of Dealer: Not Applicable
(iv) US Selling Restrictions: Reg. S Compliance Category 2; TEFRA not applicable
Rule 144A: Qualified Institutional Buyers only

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