Standard Chartered PLC — Capital/Financing Update 2024

Nov 7, 2024

Final Terms

STANDARD CHARTERED PLC

and

STANDARD CHARTERED BANK

U.S.$77,500,000,000
Debt Issuance Programme

HKD 800,000,000 Fixed Rate Notes due November 2027
Issued by
Standard Chartered Bank

The date of the Final Terms is 5th November 2024

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PART A – CONTRACTUAL TERMS

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT 1933 (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE NOTES ARE ISSUED IN BEARER FORM ("BEARER NOTES") THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED OR SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S ("REGULATION S") UNDER THE SECURITIES ACT.

THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF NOTES OR THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

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2014/65/EU (as amended "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 as amended or superseded (the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified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 the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (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 the domestic law of the UK by virtue of the EUWA ("UK MiFIR"); or (iii) not a qualified investor as defined in Article 2 of the EU Prospectus Regulation as it forms 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 the domestic law of the UK 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 manufacturer's 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 manufacturer's target market assessment) and determining appropriate distribution channels.

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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 person subsequently offering, selling or recommending the Notes (a "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 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 24 April 2024 which, together with the supplementary Prospectus dated 2nd May 2024, 30 July 2024, 4th September 2024, 23rd September 2024 and 30th October 2024, 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, United Kingdom and https://www.sc.com/en/investors/ and copies may be obtained from 1 Basinghall Avenue, London EC2V 5DD, United Kingdom.

1. Issuer: Standard Chartered Bank
2. (i) Series Number: 292
   (ii) Tranche Number: 1
   (iii) Date on which the Notes will be consolidated and form a single Series: Not Applicable
3. Currency or Currencies: Hong Kong Dollar ("HKD")
4. Aggregate Nominal Amount:
   (i) Series: HKD 800,000,000
   (ii) Tranche: HKD 800,000,000
5. Issue Price: 100 per cent. of the Aggregate Nominal Amount

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6 Denominations: HKD 1,000,000
7 Calculation Amount: HKD 1,000,000
8 (i) Issue Date: 7 November 2024
(ii) Interest Commencement Date: 7 November 2024
9 Maturity Date: 7 November 2027
10 Interest Basis: 3.92 per cent. 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 100 per cent. of their nominal amount.
12 Change of Interest: Not Applicable
13 Put/Call Options: Not Applicable
14 (i) Status of the Notes: Senior, Unsecured, Unsubordinated
(ii) Section 3(a)(2) Notes: Not Applicable
(iii) Date Board approval for issuance of Notes obtained: Not Applicable
(iv) Events of Default: Restrictive Events of Default

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15 Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 3.92 per cent. per annum payable annually in arrears on each Interest Payment Date
(ii) Interest Payment Date: Annually on each 7 November, in each year commencing on 7 November 2025 up to, and including, the Maturity Date adjusted in accordance with Modified Following Business Day Convention.
(iii) Fixed Coupon Amounts: Not Applicable
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction (Condition 4(k)): Actual / 365 (Fixed), adjusted
(vi) Determination Dates: Not Applicable

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(vii) Relevant Currency: HKD
(viii) Business Day Financial Centre(s) Hong Kong, London (Condition 4(k)): 16 Floating Rate Note Provisions Not Applicable
17 Reset Note Provisions Not Applicable
18 Zero Coupon Note Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

19 Issuer Call Option Not Applicable
20 Regulatory Capital Call Not Applicable
21 Loss Absorption Disqualification Event Call Not Applicable
22 Clean-up Call Not Applicable
23 Put Option Not Applicable
24 Final Redemption Amount of each Note HKD 1,000,000 per Calculation Amount

25 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: HKD 1,000,000 per Calculation Amount
(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

26 Form of Notes: Bearer Notes

Temporary Global Note exchangeable for a permanent Global Note which is exchangeable for

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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: Hong Kong, London
29 Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature): No

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 Singapore and Moody's Singapore and/or their affiliates, as the case may be. 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 Singapore and Moody's Singapore and/or their affiliates, as the case may be, no facts have been omitted which would render the reproduced information inaccurate or misleading.

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Signed on behalf of the Issuer:

By:

Duly authorised

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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 on or around 7 November 2024

(iii) Estimated total expenses of admission to trading:
GBP 4,800

2 RATINGS

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

S&P Singapore: A+
An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitments on the obligation is still strong. 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 Singapore: A1
An obligation rated 'A' is considered to be upper-medium grade and are subject to low credit risk. The modifier '1' indicates a higher-range ranking.

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

3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

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

The Dealers 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

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Indication of yield:
See “General Information” on page 209 of the Base Prospectus.

Calculated as 3.92% 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 REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS

(i) Reasons for the offer:
Use of proceeds if other than for general corporate purposes.

(ii) Estimated net proceeds:
HKD 798,440,000.00

6 OPERATIONAL INFORMATION

(i) ISIN:
HK0001075941

(ii) Common Code:
293493626

(iii) CMU Instrument Number:
BNYHFN24204

(iv) FISN:
STD CHAR BK/3.92 NT 20271107 UNSEC
The FISN for the Notes 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.

(v) CFI Code:
DTFUFB
The CFI Code for the Notes 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.

(vi) 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

(vii) Delivery:
Delivery free of payment

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(viii) Names and addresses of initial Paying Agent(s):
The Bank of New York Mellon, Hong Kong Branch, Three Pacific Place, 26/F, 1 Queens Road East, Hong Kong

(ix) Names and addresses of additional Paying Agent(s) (if any):
Not Applicable

(x) Legal Entity Identifier:
RILFO74KP1CM8P6PCT96

(xi) Intended to be held in a manner which would allow Euro system eligibility
No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Euro system 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 Euro system monetary policy and intra day credit operations by the Euro system at any time during their life. Such recognition will depend upon the ECB being satisfied that Euro system eligibility criteria have been met.

(xii) Relevant Benchmarks
Not Applicable

7 DISTRIBUTION

(i) Method of distribution:
Non-syndicated

(ii) If syndicated:
(A) Names of Managers:
Not Applicable
(B) Stabilising Manager(s) (if any):
Not Applicable

(iii) If non-syndicated, name of Dealer:
Standard Chartered Bank

(iv) US Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D

(v) Singapore Sales to Institutional Investors and Accredited Investors only
Not Applicable