Standard Chartered PLC — Capital/Financing Update 2021

Jan 14, 2021

Final Terms

STANDARD CHARTERED PLC

and

STANDARD CHARTERED BANK

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

Debt Issuance Programme

U.S.\$1,500,000,000 1.456 per cent. Fixed Rate Reset Notes due 2027 (the "Notes")

Issued by

Standard Chartered PLC

Joint Lead Managers

Barclays Capital Inc. Credit Suisse Securities (USA) LLC Morgan Stanley & Co. LLC Standard Chartered Bank TD Securities (USA) LLC

Co-Managers

Commerzbank Aktiengesellschaft Emirates NBD Bank PJSC First Abu Dhabi Bank ICBC Standard Bank Plc Industrial and Commercial Bank of China (Macau) Limited QNB Capital LLC RB International Markets (USA) LLC Truist Securities, Inc. United Overseas Bank Limited U.S. Bancorp Investments, Inc.

The date of the Final Terms is 7 January 2021.

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 (the "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 (as amended ("MiFID II")); (ii) a customer within the meaning of Directive (EU) 2016/97 (the "IDD"), 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 Article 2 of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU 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 EU PRIIPs Regulation.

PROHIBITION OF SALES TO 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 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 (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 as may be amended or replaced from time to time (including, without limitation, by the European Union (Withdrawal Agreement) Act 2020) (the "EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement the IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic UK law by virtue of EUWA ("UK MiFIR"); or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 and any regulatory or implementing technical standards and other delegated or implementing acts adopted under that Regulation, in each case to the extent that they form part of the domestic law of the UK by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently no key information document required by the EU PRIIPS Regulation as it forms part of domestic UK law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK 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.

UK MiFIR 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 only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in UK MiFIR; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook 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 Prospectuses dated 6 August 2020, 30 October 2020 and 6 January 2021, constitutes (with the exception of certain sections) a base prospectus (the "Base Prospectus") for the purposes of the UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of the UK 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:	188
	(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.\$1,500,000,000
	(ii)	Tranche:	U.S.\$1,500,000,000
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 January 2021
	(ii)	Interest Commencement Date:	Issue Date
9	Maturity Date:		14 January 2027
10	Interest Basis:		Reset Notes
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	Not Applicable
17	Reset Note Provisions		Applicable
	(i)	Initial Rate of Interest:	1.456 per cent. per annum
	(ii)	First Margin:	1.000 per cent. per annum
	(iii)	Subsequent Margin:	Not Applicable
	(iv)	Interest Payment Dates:	14 January and 14 July in each year, commencing on 14 July 2021
	(v)	First Interest Payment Date:	14 July 2021
	(vi)	Fixed Coupon Amount up to (but excluding) the First Reset Date:	U.S.\$7.28 per Calculation Amount
	(vii)	Broken Amount(s):	Not Applicable
	(viii)	First Reset Date:	14 January 2026
	(ix)	Second Reset Date:	Not Applicable
	(x)	Subsequent Reset Date:	Not Applicable
	(xi)	Reset Rate:	Reference Bond
	(xii)	Relevant Screen Page:	Not Applicable
	(xiii)	Mid-Swap Rate:	Not Applicable
	(xiv)	Mid-Swap Floating Leg Benchmark:	Not Applicable
	(xv)	Mid-Swap Maturity:	Not Applicable
	(xvi)	U.S. Treasury Rate Maturity:	Not Applicable
	(xvii)	Day Count Fraction (Condition 4(j)):	30/360
		(xviii) Relevant Time:	Not Applicable
	(xix)	Interest Determination Dates:	Not Applicable
	(xx)	Business Day Convention:	Not Applicable
	(xxi)	Relevant Currency:	U.S. dollars
	(xxii)	Relevant Financial Centre(s) (Condition 4(k)):	Not Applicable
		(xxiii) Benchmark Discontinuation:	Not Applicable

	− Lookback/Suspension Period			Not Applicable
18			Zero Coupon Note Provisions	Not Applicable
PROVISIONS RELATING TO REDEMPTION
19	Issuer Call			Applicable
	(i)	Optional Redemption Date(s): Call Option Redemption Amount(s) and method, if any, of calculation of such amount(s): If redeemable in part:		14 January 2026
	(ii)			U.S.\$1,000 per Calculation Amount
	(ii)
		(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)	5(f)):	Redeemable on days other than Interest Payment Dates (Condition	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)	due default:	Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons, due to Regulatory Capital Event or to Loss Absorption Disqualification Event or on event of	U.S.\$1,000 per Calculation Amount
	(ii)	5(c)):	Redeemable on days other than Interest Payment Dates (Condition	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

Unrestricted Global Certificate registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg 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

London and New York

• 27 Business Day Jurisdiction(s) (Condition 6(h)) or other special provisions relating to Payment Dates:
• 28 Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):

THIRD PARTY INFORMATION

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.

No

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 January 2021.
• (iii) Estimated total expenses of admission to trading: £4,790

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 YIELD

Indication of yield: See "General Information" on page 232 of the Base Prospectus.

Calculated as 1.456 per cent. on the Issue Date in respect of the period from (and including) the Issue Date to (but excluding) the First Reset 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 ESTIMATED NET PROCEEDS

Estimated net proceeds U.S.\$1,495,125,000

6 OPERATIONAL INFORMATION

• (i) Unrestricted Notes
  • (a) ISIN: XS2283175516
  • (b) Common Code: 228317551
• (ii) Restricted Notes
  • (a) ISIN: US853254BZ29
  • (b) CUSIP Number: 853254 BZ2
• (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.
• (iii) Any clearing system(s) other Not Applicable
• than Euroclear Bank SA/NV, Clearstream Banking, SA, the CMU Service, DTC and the relevant identification number(s):
• (v) Names and addresses of initial Paying Agent(s):
• (vi) Names and addresses of additional Paying Agent(s) (if any):
• (viii) Intended to be held in a manner which would allow Eurosystem eligibility:

(iv) 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

(vii) 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.

(iv) Relevant Benchmarks Not Applicable 7 DISTRIBUTION (i) Method of distribution: Syndicated (ii) If syndicated: (A) Names of Managers: Joint Lead Managers Barclays Capital Inc. Credit Suisse Securities (USA) LLC Morgan Stanley & Co. LLC Standard Chartered Bank TD Securities (USA) LLC Co-Managers Commerzbank Aktiengesellschaft Emirates NBD Bank PJSC First Abu Dhabi Bank ICBC Standard Bank Plc Industrial and Commercial Bank of China (Macau) Limited QNB Capital LLC RB International Markets (USA) LLC Truist Securities, Inc. United Overseas Bank Limited U.S. Bancorp Investments, Inc. (B) Stabilisation Manager(s) (if any): Standard Chartered Bank (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