Standard Chartered PLC — Capital/Financing Update 2020

Oct 14, 2020

Final Terms

STANDARD CHARTERED PLC

and

STANDARD CHARTERED BANK

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

Debt Issuance Programme

U.S.\$500,000,000 Floating Rate Notes due 2023 (the "Notes")

Issued by

Standard Chartered PLC

Joint Lead Managers

Credit Suisse Securities (USA) LLC Morgan Stanley & Co. LLC Nomura Securities International, Inc. Standard Chartered Bank

Co-Managers

China Minsheng Banking Corp., Ltd., Hong Kong Branch (a branch of China Minsheng Banking Corp., Ltd., a joint stock limited company incorporated in the PRC) CIMB Bank Berhad, Labuan Offshore Branch First Abu Dhabi Bank PJSC Industrial Bank Co., Ltd. Hong Kong Branch Natixis Securities Americas LLC NCB Capital Company QNB Capital LLC Santander Investment Securities Inc. United Overseas Bank Limited U.S. Bancorp Investments, Inc.

The date of the Final Terms is 6 October 2020.

PART A – CONTRACTUAL TERMS

PROHIBITION OF SALES TO EEA AND UK 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 (the "EEA") or in the United Kingdom (the "UK"). 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2014/65/EU (as amended ("MiFID II")); (ii) a customer within the meaning of Directive (EU) 2016/97 as amended or superseded, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME (THE "SFA") AND THE SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS) REGULATIONS 2018 OF SINGAPORE (THE "CMP REGULATIONS 2018") – In connection with Section 309(B) of the SFA and the CMP Regulations 2018, unless otherwise specified before an offer of Notes, each Issuer has determined, and hereby notifies all persons (including all relevant persons as defined in Section 309A(1) of the SFA), that all Notes issued or to be issued under the Programme are prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 17 June 2020 which, together with the supplementary Prospectus dated 6 August 2020, constitutes (with the exception of certain sections) a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. 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:	185
	(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.\$500,000,000
	(ii) Tranche:		U.S.\$500,000,000
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:	14 October 2020
	(ii)	Interest Commencement Date:	Issue Date
9		Maturity Date:	The Interest Payment Date falling on or nearest to 14 October 2023
10		Interest Basis:	SOFR Compound + 1.25 per cent. Floating Rate (see paragraph 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:		Not Applicable
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:	Restrictive Events of Default

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15		Fixed Rate Note Provisions	Not Applicable
16		Floating Rate Note Provisions	Applicable
	(i)	Interest Period(s):	The period beginning on (and including) the Issue Date 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:	14 January, 14 April, 14 July and 14 October in each year, subject to adjustment in accordance with the Business Day Convention below

(iii)		First Interest Payment Date:	14 January 2021
(iv)		Business Day Convention:	Modified Following Business Day Convention
(v)	Relevant Financial Centre(s) (Condition 4(k)):		New York
(vi)		Manner in which the Rate(s) of Interest is/are to be determined:	Page
(vii)		Interest Period Date(s):	Not Applicable
(viii)	Agent):	Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation	The Bank of New York Mellon
(ix)		Page (Condition 4(c)):
	−	Relevant Time:	3:00 p.m. (New York time)
	−	Interest Determination Date:	The date which is two U.S. Government Securities Business Days prior to each Interest Payment Date
	−	Primary Source for Floating Rate:	As per Condition 4(c)(ii)
	−	Reference Banks (if Primary Source is "Reference Banks"):	Not Applicable
	−	Relevant Financial Centre:	New York
	−	Benchmark:	SOFR
	−	Effective Date:	Not Applicable
	−	Specified Duration:	Not Applicable
	−	SOFR Rate Cut-Off Date:	Not Applicable
	−	Lookback Days:	Not Applicable
	−	SOFR Benchmark:	SOFR Compound
	−	SOFR Compound:	SOFR Compound with SOFR Observation Period Shift
	−	SOFR Observation Shift Days:	Two U.S. Government Securities Business Days
	−	Interest Accrual Period End Dates:	Not Applicable
	−	Interest Payment Delay:	Not Applicable
	−	SOFR Index Start:	Not Applicable
	−	SOFR Index End:	Not Applicable
	−	SONIA Observation Method:	Not Applicable
	−	SONIA Observation Look Back Period:	Not Applicable

		− SONIA Observation Shift Period:	Not Applicable
		− SORA Observation Period Business Days:	Not Applicable
	(x)	Representative Amount:	Not Applicable
	(xi)	Linear Interpolation:	Not Applicable
	(xii)	Margin(s):	+1.25 per cent. per annum
	(xiii)	Minimum Rate of Interest:	Not Applicable
	(xiv)	Maximum Rate of Interest:	Not Applicable
	(xv)	Day Count Fraction (Condition 4(k)):	Actual/360
	(xvi)	Rate Multiplier:	Not Applicable
	(xvii)	Benchmark Discontinuation:	Benchmark Discontinuation (SOFR)
		− Lookback/Suspension Period	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(s):	14 October 2022
	(ii)		Call Option Redemption Amount(s) and method, if any, of calculation of such amount(s):	U.S.\$1,000 per Calculation Amount
	(ii)	If redeemable in part:
		(a) Minimum Call Option Redemption Amount:		Not Applicable
		(b)	Maximum Call Option Redemption Amount:	Not Applicable
	(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)):		No
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	U.S.\$1,000 per Calculation Amount

due to Loss Absorption Disqualification Event or on event of default:

• (ii) Redeemable on days other than Interest Payment Dates (Condition 5(c)): No
• (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
		Unrestricted Global Certificate registered in the name of a nominee for DTC exchangeable for Definitive Certificates in the limited circumstances specified in the Global Certificate
		Restricted Global Certificate registered in the name of a nominee for DTC exchangeable for Definitive Certificates in the limited circumstances specified in the Global Certificate
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	No

THIRD PARTY INFORMATION

on which such Talons mature):

The rating definitions provided in Part B, Item 2 of these Final Terms have been extracted from the websites of S&P, Fitch and Moody's. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by S&P, Fitch and Moody's (as applicable), no facts have been omitted which would render the reproduced information inaccurate or misleading.

Signed on behalf of the Issuer:

By: _______________________________________

Duly authorised

Part B – Other Information

1 LISTING:

• (i) Listing: Official List of the FCA 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 14 October 2020. (iii) Estimated total expenses of £4,725
• admission to trading:

2 RATINGS

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

S&P: BBB+

An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor's capacity to meet its financial commitments on the obligation. The plus (+) sign shows relative standing within the rating categories.

(Source: S&P,

https://www.standardandpoors.com/en_US/web/guest/article/- /view/sourceId/504352)

Moody's: A2

An obligation rated 'A' is judged to be upper-medium grade and are subject to low credit risk. The modifier '2' indicates a mid-range ranking.

(Source: Moody's, https://www.moodys.com/ratingsprocess/Ratings-Definitions/002002)

Fitch: A

An obligation rated 'A' denotes an expectation of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

(Source, Fitch Ratings,

https://www.fitchratings.com/products/rating-definitions)

3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

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 HISTORIC INTEREST RATES

Details of historic SOFR rates can be obtained from the NY Federal Reserve's Website.

5 ESTIMATED NET PROCEEDS

Estimated net proceeds U.S.\$498,625,000

6 OPERATIONAL INFORMATION

• (i) Unrestricted Notes
  • (a) ISIN: USG84228EL86
    • (b) CUSIP Number: G84228EL8
• (ii) Restricted Notes
  • (a) ISIN: US853254BW97
  • (b) CUSIP Number: 853254BW9
• (iii) FISN: The FISN for the Notes will be as set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN.
• (iv) CFI Code: The CFI Code for the Notes will be as set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN.
  • Not Applicable
• (v) Any clearing system(s) other than Euroclear Bank SA/NV, Clearstream Banking, SA, the CMU Service, DTC and the relevant identification number(s):
• (vii) Names and addresses of initial Paying Agent(s):
• (viii) Names and addresses of additional Paying Agent(s) (if any):
• (x) Intended to be held in a manner which would allow Eurosystem eligibility:

(vi) Delivery: Delivery free of payment in respect of the Unrestricted Notes and delivery free of payment in respect of the Restricted Notes

The Bank of New York Mellon, London Branch One Canada Square, London E14 5AL, United Kingdom

Not Applicable

(ix) Legal Entity Identifier: U4LOSYZ7YG4W3S5F2G91

No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

(xi) Relevant Benchmark Amounts payable under the Notes will be calculated by reference to SOFR which is provided by the NY Federal Reserve. As at the date of these Final Terms, the NY Federal Reserve does not appear on the register of administrators

and benchmarks established and maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation

7 DISTRIBUTION

• (i) Method of distribution: Syndicated
• (ii) If syndicated:
  • (A) Names of Managers: Joint Lead Managers

Credit Suisse Securities (USA) LLC Morgan Stanley & Co. LLC Nomura Securities International, Inc. Standard Chartered Bank

Co-Managers

China Minsheng Banking Corp., Ltd., Hong Kong Branch (a branch of China Minsheng Banking Corp., Ltd., a joint stock limited company incorporated in the PRC) CIMB Bank Berhad, Labuan Offshore Branch First Abu Dhabi Bank PJSC Industrial Bank Co., Ltd. Hong Kong Branch Natixis Securities Americas LLC NCB Capital Company QNB Capital LLC Santander Investment Securities Inc. United Overseas Bank Limited U.S. Bancorp Investments, Inc. (B) Stabilisation Manager(s) (if any): Morgan Stanley & Co. 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