Bond Stanchart PLC 7.75% ( US853254CM07 ) in USD

Stanchart PLC

103.88 % ▲

United Kingdom

US853254CM07 ( in USD )

7.75% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Standard Chartered Plc US853254CM07 en USD 7.75%, maturity Perpetual

200 000 USD

1 250 000 000 USD

853254CM0

BB- ( Non-investment grade speculative )

15/02/2026 ( In 86 days )

Standard Chartered PLC is a British multinational banking and financial services company headquartered in London, operating in Asia, Africa, and the Middle East, with a focus on emerging markets.

The Bond issued by Stanchart PLC ( United Kingdom ) , in USD, with the ISIN code US853254CM07, pays a coupon of 7.75% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by Stanchart PLC ( United Kingdom ) , in USD, with the ISIN code US853254CM07, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

IMPORTANT NOTICE
IMPORTANT: You must read the following before continuing. The fol owing applies to the attached offering circular (the "Offering
Circular") and you are therefore advised to read this careful y before reading, accessing or making any other use of the Offering
Circular. In reading, accessing or making any other use of the Offering Circular you agree to be bound by the fol owing terms and
conditions, including any modifications to them from time to time, each time you receive or access any information from Standard
Chartered PLC (the "Issuer"), Standard Chartered Bank (the "Structuring Adviser") and each of the other Joint Lead Managers listed
on page 3 of the Offering Circular (the "Joint Lead Managers") (the Joint Lead Managers and the Structuring Adviser each a
"Manager" and, together with any Co-Managers also listed on page 3 of the Offering Circular (the "Co-Managers"), the "Managers")
and you agree that each of the Issuer and the Joint Lead Managers (together with their subsidiaries and their respective affiliates) wil
rely upon the truth and accuracy of the fol owing representations, acknowledgements and agreements. IF YOU DO NOT AGREE TO
THE TERMS DESCRIBED IN THIS NOTICE, YOU MAY NOT OPEN THE ATTACHED OFFERING CIRCULAR. The Offering Circular
has been prepared solely in connection with the proposed offering to certain institutional investors of the securities described herein.
This document is subject to completion and amendment.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY SECURITIES TO BE ISSUED HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE U.S. OR OTHER
JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT ("REGULATION S")), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL
SECURITIES LAWS.
THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY
NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE
OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY
RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
Prospective investors should have regard to the factors described under the section of the Offering Circular headed "Risk
Factors", which includes the risk that the Securities may be converted into Ordinary Shares of the Issuer and/or may be
subject to statutory write-down or bail-in which may result in loss absorption by investors.
The Offering Circular is not and must not be made available to any connected person (as defined in the Rules Governing the Listing of
Securities on The Hong Kong Stock Exchange Limited) of the Issuer. The Offering Circular is not and must not be made available to
retail clients, as defined in the rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual Society
Shares) Instrument 2015 (as amended or replaced from time to time). See the section headed "Restrictions on marketing and sales to
retail investors and to connected persons of the Issuer; disclosure of investor information" on pages 6 to 7 of the Offering Circular for
further information.
Confirmation of your representation: In order to be eligible to view the Offering Circular or make an investment decision with
respect to the Securities, you must be (i) a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act), or (ii) a
person that is not a U.S. person (as defined in Regulation S) and that is outside the United States and not acting for the account or
benefit of a U.S. person. By accepting the e-mail and accessing the Offering Circular, you shal be deemed to have represented to us
that you are either a qualified institutional buyer or are outside the United States and are not a U.S. person and are not acting for the
account or benefit of a U.S. person and that you consent to delivery of the Offering Circular by electronic transmission. You have been
sent the Offering Circular on the basis that a) you are a person by whom the Offering Circular may be lawful y accessed in accordance
with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Of ering Circular to
any other person, and b) you consent to delivery of the Offering Circular in electronic form.
Under no circumstances shal the Offering Circular constitute an offer to sel or the solicitation of an offer to buy, nor shal there be any
sale of the securities being offered, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of the
Offering Circular who intend to subscribe for or purchase the Securities referred to in the Offering Circular are reminded that any
subscription or purchase may only be made on the basis of the information contained (including by incorporation by reference) in the
Offering Circular as it may be amended or completed. The Of ering Circular may only be provided to persons in the United Kingdom
("UK") in circumstances where section 21(1) of the Financial Services and Markets Act 2000 (the "FSMA") does not apply to the
Issuer.
The Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may
be altered or changed during the process of electronic transmission and consequently neither the Issuer, any Manager nor any person
who controls any such person nor any director, officer, employee, agent or affiliate of any such person accepts any liability or
responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy
version available to you on request from any Manager.
The Offering Circular and any other materials relating to the offering do not constitute, and may not be used in connection
with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that
the offering be made by a licenced broker or dealer and the Managers or any affiliate of any Manager is a licenced broker or
dealer in that jurisdiction, the offering shal be deemed to be made by the relevant Manager or such affiliate on behalf of the
Issuer in such jurisdiction.
NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT 2001 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 the Issuer has determined, and hereby notifies al persons (including al relevant persons as defined in Section
309A(1) of the SFA), that the Securities and the Ordinary Shares to be delivered fol owing Conversion 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).
UK PRIIPs Regulation / Prohibition of Sales to UK Retail Investors The Securities are not intended to be of ered, sold or
otherwise made available to and should not be of ered, sold or otherwise made available to any retail investor in 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 of the UK by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or
(ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97 (the "Insurance Distribution Directive"), 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 law of the UK by virtue of the EUWA
("UK MiFIR"). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law
of the UK by virtue of the EUWA (the "UK PRI Ps Regulation") for of ering or sel ing the Securities or otherwise making them available
to retail investors in the UK has been prepared and therefore offering or sel ing the Securities or otherwise making them available to
any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. In addition to the foregoing, pursuant to the UK
Financial Conduct Authority (the "FCA") Conduct of Business Sourcebook (the "COBS") the Securities are not intended to be offered,
sold or otherwise made available and should not be offered, sold or otherwise made available to retail clients (as defined in COBS 3.4)
in the UK.
EU PRI Ps Regulation / Prohibition of Sales to EEA Retail Investors The Securities 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 (as amended, "EU MiFID I "); or (ii) a customer within the meaning of the Insurance
Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID
II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRI Ps Regulation")
for offering or sel ing the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or sel ing the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the EU
PRIIPs Regulation.
UK MiFIR product governance / Professional investors and ECPs only target market Solely for the purposes of each
manufacturer's product approval process, the target market assessment in respect of the Securities has led to the conclusion that: (i)
the target market for the Securities is only eligible counterparties, as defined in the COBS, and professional clients, as defined in UK
MiFIR; and (ii) al channels for distribution of the Securities to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, sel ing or recommending the Securities (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 Securities (by either
adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
EU MiFID product governance / Professional investors and ECPs only target market Solely for the purposes of the
manufacturer's product approval process, the target market assessment in respect of the Securities has led to the conclusion that: (i)
the target market for the Securities is eligible counterparties and professional clients only, each as defined in EU MiFID I ; and (ii) al
channels for distribution of the Securities to eligible counterparties and professional clients are appropriate. Any distributor should take
into consideration the manufacturer's target market assessment; however, a distributor subject to EU MiFID II is responsible for
undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturer's target
market assessment) and determining appropriate distribution channels.
The Offering Circular does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of the domestic
law of the UK by virtue of the EUWA (the "UK Prospectus Regulation"). The Of ering Circular has been prepared solely with regard
to the Securities, which are: (i) not to be admitted to listing or trading on a UK regulated market for the purposes of Article 2(1)(13A) of
UK MiFIR; and (i ) not to be offered to the public in the UK (other than pursuant to one or more of the exemptions set out in Article 1(4)
of the UK Prospectus Regulation). The Offering Circular has not been approved or reviewed by any regulator which is a competent
authority under the UK Prospectus Regulation.

Offering Circular dated 5 August 2022

Standard Chartered PLC
(Incorporated as a public limited company in England and Wales with registered number 966425)

U.S.$1,250,000,000 Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities
ISSUE PRICE: 100.00 per cent.
THE ISSUER MAY AT ANY TIME AND FOR ANY REASON ELECT TO CANCEL ANY INTEREST PAYMENT (IN
WHOLE OR IN PART) IN ITS SOLE AND ABSOLUTE DISCRETION. INVESTING IN THE SECURITIES (AS
DEFINED BELOW), WHICH ARE PERPETUAL AND SUBORDINATED, INVOLVES RISKS. INVESTORS SHOULD
NOT PURCHASE THE SECURITIES IN THE PRIMARY OR SECONDARY MARKETS UNLESS THEY
UNDERSTAND THE RISKS INVOLVED. THE SECURITIES ARE NOT SUITABLE FOR RETAIL INVESTORS.
INVESTORS SHOULD HAVE SUFFICIENT KNOWLEDGE AND EXPERTISE TO EVALUATE THE EFFECT OR THE
LIKELIHOOD OF THE OCCURRENCE OF A CONVERSION TRIGGER EVENT (AS DEFINED BELOW) FOR THE
SECURITIES WHICH RESULTS IN LOSS ABSORPTION BY INVESTORS. SEE RISK FACTORS BEGINNING ON
PAGE 22.
The U.S.$1,250,000,000 Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (the
"Securities") are expected to be issued by Standard Chartered PLC (the "Issuer") on 15 August 2022 (the "Issue
Date").
Application has been made for the Securities to be admitted to trading on the International Securities Market (the "ISM")
of the London Stock Exchange plc (the "London Stock Exchange"). The Securities are a new issue of securities and
there is currently no established trading market for the Securities. None of the Issuer, the Trustee, the Agents or the
Managers (each as defined herein) can make any assurances that a liquid trading market wil develop for the Securities,
that the Securities wil be able to be sold at a particular time or that the prices the Securities sel for wil be favourable.
The ISM is not a United Kingdom ("UK") regulated market for the purposes of Article 2(1)(13A) of Regulation (EU) No
600/2014 as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (the
"EUWA") ("UK MiFIR").
The ISM is a market designated for professional investors. Securities admitted to trading on the ISM are not
admitted to the Official List of the Financial Conduct Authority (the "Official List") (the "FCA"). The London
Stock Exchange has not approved or verified the contents of this document.
Application wil also be made to The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") for the
listing of, and permission to deal in, the Ordinary Shares (as defined herein) to be issued upon any Conversion (as
defined herein) of the Securities.
The Securities bear interest in respect of the period from (and including) the Issue Date to (but excluding) 15 February
2028 (the "First Reset Date") at a fixed rate of 7.75 per cent. per annum. The Interest Rate (as defined herein) wil be
reset on each Reset Date (as defined herein). From (and including) each Reset Date to (but excluding) the next
fol owing Reset Date, the Interest Rate wil be a fixed rate equal to the Treasury Yield plus the Margin. Subject as
provided herein, interest on the Securities wil be payable semi-annual y in arrear on 15 February and 15 August in each
year (each an "Interest Payment Date") commencing on 15 February 2023.
The Issuer may at any time elect to cancel any interest payment (in whole or in part) in its sole and absolute
discretion. In addition, the Issuer must cancel payments of interest in respect of any Interest Payment Date to
the extent that: (i) the Issuer does not have sufficient Distributable Items (as defined herein); (ii) such payment
could not be made in compliance with the Solvency Condition (as defined herein); or (i i) the Issuer is otherwise
directed to cancel such payments of interest by the Prudential Regulation Authority under section 55M of the
Financial Services and Markets Act 2000 (the "FSMA"). Any interest which is so cancel ed or which does not
become due wil not accumulate or be payable at any time thereafter, no amount wil become due from the
Issuer in respect thereof and any such cancel ation or non-payment shal not constitute a default or event of
default on the part of the Issuer for any purpose.
The Securities are perpetual securities with no fixed redemption date, and the Securityholders (as defined
herein) have no right to require the Issuer to redeem or purchase the Securities at any time.
1

Subject as provided herein and to the Issuer giving notice to the Bank of England, in its capacity as Prudential
Regulation Authority (the "PRA") and the PRA granting permission (or, as applicable, not making any objection) to the
Issuer, the Issuer may redeem al but not some only of the Securities: (i) on any day fal ing in the period commencing on
(and including) 15 August 2027 and ending on (and including) the First Reset Date or on any Reset Date thereafter; (i )
at any time if, as a result of a change in or amendment to the laws or regulations of the UK or any political subdivision or
any authority thereof or therein having power to tax or certain other changes af ecting taxation, as described in the
Conditions (as defined herein), the Issuer has or wil become obliged to pay additional amounts in respect of the
Securities, if the Issuer wil or would not be entitled to claim a deduction in respect of any payments in respect of the
Securities in computing its taxation liabilities or the amount of such deduction wil or would be material y reduced, or if
certain other adverse tax consequences occur in respect of the Securities; or (i i) at any time upon the occurrence of a
Capital Disqualification Event (as defined herein), in each case at their principal amount plus accrued interest (if any)
and in the manner described herein.
Upon the occurrence of a Conversion Trigger Event, the Securities wil be converted into Ordinary Shares of
the Issuer at the Conversion Price, al as more ful y described herein.
The Securities are not intended to be offered, sold or otherwise made available and should not be offered, sold
or otherwise made available to retail clients (as defined in the rules set out in the Markets in Financial
Instruments Directive 2014/65/EU, as amended or superseded from time to time ("EU MiFID I ")) or to UK Retail
Investors (as defined herein). Prospective investors are referred to the section headed "Restrictions on
marketing and sales to retail investors and to connected persons of the Issuer; disclosure of investor
information" on pages 6 to 7 of this document for further information.
The Securities are not intended to be initial y placed and may not be initial y placed to "connected persons" of
the Issuer as defined in the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (the
"HKSE Rules") ("Connected Persons"). Each initial Securityholder (and the beneficial owners of the Securities,
if applicable) will be deemed to have represented to the Issuer and the Managers that it is not a Connected
Person of the Issuer, and wil not: (i) after completion of the purchase of the Securities; or (ii) (assuming
Conversion were to occur on the date of the completion of the purchase of the Securities) after any Conversion
of the Securities on such date be a Connected Person of the Issuer. Each prospective investor wil be deemed
to have agreed with the Issuer and each of the Managers that they may, to the extent required by the HKSE
Rules and/or the Hong Kong Stock Exchange and/or the Hong Kong Securities and Futures Commission (the
"SFC"), disclose information about such potential investor (including but not limited to its name, company
registration number and the number of Securities al otted to it) to certain parties. Prospective investors are
referred to the section headed "Restrictions on marketing and sales to retail investors and to connected
persons of the Issuer; disclosure of investor information" on pages 6 to 7 of this document for further
information.
This document does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of the
domestic law of the UK by virtue of the EUWA (the "UK Prospectus Regulation"). This document has been prepared
solely with regard to the Securities, which are: (i) not to be admitted to listing or trading on a UK regulated market for the
purposes of UK MiFIR; and (i ) not to be offered to the public in the UK (other than pursuant to one or more of the
exemptions set out in Article 1(4) of the UK Prospectus Regulation). This document has not been approved or reviewed
by any regulator which is a competent authority under the UK Prospectus Regulation.
THE SECURITIES AND ANY ORDINARY SHARES WHICH MAY BE DELIVERED UPON CONVERSION OF THE
SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES).
The Securities wil be represented by registered certificates (each a "Certificate"), without coupons, in the form of one
or more Restricted Global Certificates (as defined herein) and Unrestricted Global Certificates (as defined herein) (each
a "Global Certificate"), each of which wil be deposited on or about the Issue Date with a custodian for The Depository
Trust Company.
It is expected that delivery of Securities wil be made against payment therefor on the Issue Date (T+7), which wil be
more than two business days fol owing the date of pricing. Under Rule 15c6-l of the U.S. Securities and Exchange
Commission under the Exchange Act, trades in the United States secondary market general y are required to settle
within two business days (T+2), unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade Securities in the United States on the date of pricing or the next four succeeding business
days wil be required, by virtue of the fact that the Securities initial y wil set le beyond T+2, to specify an alternate
settlement cycle at the time of any such trade to prevent a failed settlement.
The Securities are expected to be rated Ba1 by Moody's Investors Service Singapore Pte. Limited ("Moody's
Singapore"), BB- by S&P Global Ratings Hong Kong Limited ("S&P") and BBB- by Fitch Ratings Ltd ("Fitch").
Prospective investors should have regard to the factors described under the section of this document headed
"Risk Factors", which includes the risk that the Securities may be converted into Ordinary Shares of the Issuer
and/or may be subject to statutory write-down or bail-in which may result in loss absorption by investors.

2

Structuring Adviser
Standard Chartered Bank

Joint Lead Managers
Barclays
Citigroup
Goldman Sachs & Co. LLC
SOCIETE GENERALE
Standard Chartered Bank

Co-Managers
BMO Capital Markets
CIBC Capital Markets
Commerzbank
Emirates NBD Capital
First Abu Dhabi Bank PJSC
Lloyds Securities
Scotiabank
UOB

3

IMPORTANT
If you are in any doubt about this document you should consult your stockbroker, bank manager,
solicitor, certified public accountant or other professional adviser.
The Issuer accepts responsibility for the information contained in this document and declares that, having
taken al reasonable care to ensure that such is the case, the information contained in this document is, to
the best of the Issuer's knowledge, in accordance with the facts and contains no omission likely to affect its
import.
This document has been prepared on the basis that any offer of Securities in the UK wil be made pursuant
to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for
offers of Securities. Accordingly any person making or intending to make an offer in the UK of Securities
may only do so in circumstances in which no obligation arises for the Issuer or any Manager to publish a
prospectus pursuant to Article 1 of the UK Prospectus Regulation in relation to such offer. Neither the Issuer
nor any Manager has authorised, nor do they authorise, the making of any offer of Securities in
circumstances in which an obligation arises for the Issuer or any Manager to publish or supplement a
prospectus for such offer.
This document is to be read in conjunction with al documents which are deemed to be incorporated herein
by reference (see "Documents Incorporated by Reference" below).
No person has been authorised to give any information or to make any representation other than as
contained in this document in connection with the issue or sale of the Securities and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any of the
Managers (as defined in "Overview of the Securities" below). Neither the delivery of this document nor any
sale made in connection herewith shal , under any circumstances, create any implication that there has
been no change in the affairs of the Issuer since the date hereof or that there has been no adverse change
in the financial position of the Issuer since the date hereof or that any other information supplied in
connection with the Securities is correct as of any time after the date on which it is supplied or, if different,
the date indicated in the document containing the same.
The distribution of this document and the offering or sale of the Securities in certain jurisdictions may be
restricted by law. Persons into whose possession this document comes are required by the Issuer and the
Managers to inform themselves about and to observe any such restriction.
THE SECURITIES AND ANY ORDINARY SHARES WHICH MAY BE DELIVERED UPON CONVERSION
OF THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES,
AND THE SECURITIES AND ANY ORDINARY SHARES WHICH MAY BE DELIVERED UPON
CONVERSION OF THE SECURITIES ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT
TO CERTAIN EXCEPTIONS, THE SECURITIES AND ANY ORDINARY SHARES WHICH MAY BE
DELIVERED UPON CONVERSION OF THE SECURITIES MAY NOT BE OFFERED OR SOLD TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT ("REGULATION S")).
THE SECURITIES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-U.S.
PERSONS IN RELIANCE ON REGULATION S AND WITHIN THE UNITED STATES TO QUALIFIED
INSTITUTIONAL BUYERS ("QIBs") IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"). PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF
SECURITIES AND ANY ORDINARY SHARES WHICH MAY BE DELIVERED UPON CONVERSION OF
THE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A. FOR A DESCRIPTION OF THESE AND
CERTAIN FURTHER RESTRICTIONS ON OFFERS, SALES AND TRANSFERS OF SECURITIES AND
THE DISTRIBUTION OF THIS DOCUMENT, SEE "SUBSCRIPTION AND SALE" AND "TRANSFER
RESTRICTIONS" BELOW.
THE SECURITIES AND ANY ORDINARY SHARES WHICH MAY BE DELIVERED UPON CONVERSION
OF THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES
OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF SECURITIES OR
THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

4

This document does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Managers
to subscribe for, or purchase, the Securities.
To the ful est extent permit ed by law, none of the Managers, the Trustee or the Paying and Conversion
Agents, the Transfer Agents and the Registrar (together, the "Agents") accept any responsibility for the
contents of this document or for any other statement made or purported to be made by the Managers, the
Trustee or the Agents or on their behalf in connection with the Issuer or the issue and offering of the
Securities. Each of the Managers, the Agents and the Trustee accordingly disclaims al and any liability
whether arising in tort or contract or otherwise which it might otherwise have in respect of this document or
any such statement. Neither this document nor any document incorporated by reference nor any other
financial statements or information supplied in connection with the Securities is intended to provide the
basis of any credit or other evaluation or should be considered as a recommendation by any of the Issuer,
the Trustee, the Agents or the Managers that any recipient of this document or any other financial
statements or information supplied in connection with the Securities or any document incorporated by
reference should purchase the Securities. Each potential purchaser of Securities should determine for itself
the relevance of the information contained in this document, in any document incorporated by reference, or
in any other financial statements or information supplied in connection with the Securities and its purchase
of Securities should be based upon such investigation as it deems necessary. None of the Managers, the
Agents or the Trustee undertake to review the financial condition or affairs of the Issuer during the life of the
arrangements contemplated by this document nor to advise any investor or potential investor in the
Securities of any information coming to the attention of any of the Managers.
UK PRI Ps Regulation / Prohibition of Sales to UK Retail Investors The Securities are not intended to
be of ered, sold or otherwise made available to and should not be of ered, sold or otherwise made available
to any retail investor in 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 of the UK by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (i ) a
customer within the meaning of the provisions of the FSMA and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97 (the "Insurance Distribution Directive"), 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 law of the UK by virtue of the EUWA ("UK MiFIR"). Consequently, no
key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the
UK by virtue of the EUWA (the "UK PRI Ps Regulation") for of ering or sel ing the Securities or otherwise
making them available to retail investors in the UK has been prepared and therefore of ering or sel ing the
Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK
PRI Ps Regulation. In addition to the foregoing, pursuant to the UK Financial Conduct Authority (the "FCA")
Conduct of Business Sourcebook (the "COBS") the Securities are not intended to be of ered, sold or
otherwise made available and should not be of ered, sold or otherwise made available to retail clients (as
defined in COBS 3.4) in the UK.
EU PRI Ps Regulation / Prohibition of Sales to EEA Retail Investors The Securities are not intended
to be of ered, sold or otherwise made available to and should not be of ered, 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 of the European Parliament and of the Council on markets in financial instruments,
as amended ("EU MiFID I "); or (i ) a customer within the meaning of the Insurance Distribution Directive,
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU
MiFID I . Consequently, no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "EU PRI Ps Regulation") for of ering or sel ing the Securities or otherwise making them
available to retail investors in the EEA has been prepared and therefore of ering or sel ing the Securities or
otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs
Regulation.
UK MiFIR product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the
Securities has led to the conclusion that: (i) the target market for the Securities is only eligible
counterparties, as defined in the FCA Conduct of Business Sourcebook (the "COBS"), and professional
clients, as defined in UK MiFIR; and (ii) al channels for distribution of the Securities to eligible
counterparties and professional clients are appropriate. Any person subsequently of ering, sel ing or
recommending the Securities (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
Securities (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.

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EU MiFID product governance / Professional investors and ECPs only target market Solely for the
purposes of the manufacturer's product approval process, the target market assessment in respect of the
Securities has led to the conclusion that: (i) the target market for the Securities is eligible counterparties and
professional clients only, each as defined in EU MiFID II; and (i ) al channels for distribution of the
Securities to eligible counterparties and professional clients are appropriate. Any distributor should take into
consideration the manufacturer's target market assessment; however, a distributor subject to EU MiFID II is
responsible for undertaking its own target market assessment in respect of the Securities (by either
adopting or refining the manufacturer's target market assessment) and determining appropriate distribution
channels.
NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT 2001 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 the
Issuer has determined, and hereby notifies al persons (including al relevant persons as defined in Section
309A(1) of the SFA), that the Securities and the Ordinary Shares to be delivered fol owing Conversion 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).
RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS AND TO CONNECTED
PERSONS OF THE ISSUER; DISCLOSURE OF INVESTOR INFORMATION
1.
The Securities are complex financial instruments. They are not a suitable or appropriate investment
for al investors, especial y retail investors. In some jurisdictions, regulatory authorities have
adopted or published laws, regulations or guidance with respect to the offer or sale of securities
such as the Securities. Potential investors in the Securities should inform themselves of, and
comply with, any applicable laws, regulations or regulatory guidance with respect to any resale of
the Securities (or any beneficial interests therein).
2.
a)
In the UK, the COBS requires, in summary, that the Securities should not be offered or sold
to retail clients (as defined in COBS 3.4 and each a "retail client") in the UK.
b)
Certain of the Managers are required to comply with the COBS.
c)
By purchasing, or making or accepting an offer to purchase, any Securities (or a beneficial
interest in such Securities) from the Issuer and/or the Managers (acting as Managers), each
prospective investor represents, warrants, agrees with and undertakes to the Issuer and
each of the Managers that:
i)
it is not a retail client in the UK; and
i )
it wil not sel or offer the Securities (or any beneficial interest therein) to retail
clients in the UK or communicate (including the distribution of this document) or
approve an invitation or inducement to participate in, acquire or underwrite the
Securities (or any beneficial interests therein) where that invitation or inducement is
addressed to or disseminated in such a way that it is likely to be received by a retail
client in the UK.
d)
In sel ing or offering the Securities or making or approving communications relating to the
Securities each prospective investor may not rely on the limited exemptions set out in the
COBS.
3.
The obligations in paragraph 2 above are in addition to the need to comply at al times with al other
applicable laws, regulations and regulatory guidance (whether inside or outside the EEA or the UK)
relating to the promotion, offering, distribution and/or sale of the Securities (or any beneficial
interests therein), whether or not specifical y mentioned in this document, including (without
limitation) any requirements under EU MiFID II or the UK FCA Handbook as to determining the
appropriateness and/or suitability of an investment in the Securities (or any beneficial interests
therein) for investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Securities (or any beneficial interests therein) from the Issuer and/or the
Managers (acting as Managers), the foregoing representations, warranties, agreements and undertakings
wil be given by and be binding upon both the agent and its underlying client.

6

Furthermore, by purchasing, or making or accepting an offer to purchase, any Securities from the Issuer
and/or the Joint Lead Managers in connection with the offering, each initial Securityholder represents,
warrants, agrees with and undertakes to the Issuer and each of the Joint Lead Managers that it (and any
person acting on its behalf as nominee or any person on whose behalf it is acting as nominee or agent and
each of such person's respective ultimate beneficial owners): (i) is, and wil after the completion of the
purchase of the Securities or (assuming Conversion were to occur on the date of the completion of the
purchase of the Securities) after any Conversion of the Securities on such date, be, independent from and
not a connected person of the Issuer including (without limitation) any director, person who was a director
of the Issuer or any of its subsidiaries at any time within the previous 12 months, chief executive or
substantial shareholder (being any person who is entitled to exercise or control the exercise of 10 per cent.
or more of the voting power at any general meeting of the Issuer) of the Issuer or of any of its subsidiaries
or any associates of any of them; (i ) is not, and wil not after the completion of the purchase of the
Securities be, a person whose acquisition of the Securities has been financed directly or indirectly by a
connected person of the Issuer; and (ii ) is not, and wil not after the completion of the purchase of the
Securities become, accustomed to take instructions from a connected person in relation to the acquisition,
disposal, voting or other disposition of securities of the Issuer registered in your name or otherwise held by
you. For the purposes of this paragraph, "associates", "connected persons", "directors" and "substantial
shareholders" shal have the meanings ascribed to them in Rules 1.01 and 14A.06 of the HKSE Rules.
By purchasing, or making or accepting an offer to purchase, any Securities from the Issuer and/or the Joint
Lead Managers in connection with the offering, each initial Securityholder agrees with the Issuer and each
of the Joint Lead Managers that they may, to the extent required by: (i) the HKSE Rules; (ii) The Hong Kong
Stock Exchange; and/or the SFC, disclose to The Hong Kong Stock Exchange and/or the SFC and (in the
case of the Joint Lead Managers only) to the Issuer, information about potential investors in the Securities
(including, but not limited to, its name, company registration number and number of Securities al otted to it).
Each prospective investor and/or initial Securityholder acknowledges that each of the Issuer and
each Joint Lead Manager wil rely upon the truth and accuracy of the representations, warranties,
agreements and undertakings set forth in the foregoing paragraphs and is entitled to rely upon such
representations, warranties, agreements and undertakings.
Each potential investor in the Securities must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
·
have sufficient knowledge and experience to make a meaningful evaluation of the Securities, the
merits and risks of investing in the Securities and the information contained or incorporated by
reference in this document or any applicable supplement;
·
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Securities and the impact such investment wil have
on its overal investment portfolio;
·
have sufficient financial resources and liquidity to bear al of the risks of an investment in the
Securities, including where the currency for principal or interest payments is different from the
potential investor's currency, and the possibility that interest may not be paid on the Securities and/or
that the entire principal amount of the Securities could be lost, including fol owing the exercise of
Regulatory Capital Write-Down Powers or the Bail-in Powers (in each case as defined herein);
·
understand thoroughly the terms of the Securities, including without limitation the terms relating to
Conversion (as defined herein), the calculation of the CET1 Ratio (as defined herein), the
determination of satisfaction of the Solvency Condition (as defined herein) and be familiar with the
behaviour of any relevant financial markets; and
·
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The Securities are complex financial instruments. Investors do not general y purchase complex financial
instruments that bear a high degree of risk as stand-alone investments. Such instruments may be
purchased as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of
risk to their overal portfolios. A potential investor should not invest in the Securities, which are complex
financial instruments, unless it has the expertise (either alone or with the help of a financial adviser) to
evaluate how the Securities wil perform under changing conditions, the resulting effects on the value of the
Securities and the impact this investment wil have on the potential investor's overal investment portfolio.

7

The investment activities of certain investors are subject to legal investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent: (i) the Securities are legal investments for it; (i ) the Securities can be used as
col ateral for various types of borrowing; and (i i) other restrictions apply to its purchase or pledge of the
Securities. Financial institutions should consult their legal advisers or the appropriate regulators to
determine the appropriate treatment of the Securities under any applicable risk-based capital or similar
rules. See also "Risk Factors - Risks relating to the structure of the Securities - Implementation of and/or
changes to the capital adequacy framework may result in changes to the risk-weighting of the Securities
and/or loss absorption by Securityholders in certain circumstances" below.
In this document, unless otherwise specified or the context otherwise requires, references to "HK$" and
"Hong Kong dol ars" are to the lawful currency of Hong Kong, to "U.S.$", "U.S. Dol ars" and "cents" are to
the lawful currency of the United States of America, to "Chinese yuan", "Renminbi" and "RMB" are to the
lawful currency of the People's Republic of China, to "Russian Ruble" are to the lawful currency of the
Russian Federation, to "Korean won" and "KRW" are to the lawful currency of the Republic of Korea, to
"TWD" are to the lawful currency of Taiwan, to "BWP" are to the lawful currency of Botswana, to "TZS" are
to the lawful currency of Tanzania, to "IDR" are to the lawful currency of Indonesia, to "PKR" are to the
lawful currency of Pakistan, to "SGD" and "Singapore Dol ars" are to the lawful currency of Singapore and
references to "GBP", "Sterling" and "£" are to the lawful currency of the UK. References to "euro" and ""
are to the single currency introduced pursuant to the treaty establishing the European Community, as
amended. References to "Hong Kong" shal mean the Hong Kong Special Administrative Region of the
People's Republic of China and references to the "PRC" shal mean the People's Republic of China
(excluding the Hong Kong and Macau Special Administrative Regions and Taiwan).
In connection with the issue of the Securities Standard Chartered Bank acting as the stabilising
manager (in such capacity, the "Stabilising Manager") (or persons acting on behalf of the Stabilising
Manager) may over-allot Securities or effect transactions with a view to supporting the market price
of the Securities at a level higher than that which might otherwise prevail. However, stabilisation
may not necessarily occur. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the final terms of the offer of the Securities was made and, if begun,
may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the
Securities and 60 days after the date of the al otment of the Securities. Any stabilisation action or
over-al otment must be conducted by the Stabilising Manager (or person(s) acting on behalf of the
Stabilisation Manager) in accordance with al applicable laws and rules.

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