Obligation Stanchart Bank 8.103% ( XS0129229141 ) en GBP

Stanchart Bank

100 % ⇌

Royaume-Uni

XS0129229141 ( en GBP )

8.103% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Standard Chartered Bank XS0129229141 en GBP 8.103%, échéance Perpétuelle

1 000 GBP

600 000 000 GBP

11/05/2026 ( Dans 332 jours )

Standard Chartered est une banque multinationale britannique qui opère principalement en Asie, en Afrique et au Moyen-Orient, offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par Stanchart Bank ( Royaume-Uni ) , en GBP, avec le code ISIN XS0129229141, paye un coupon de 8.103% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

PROSPECTUS
Standard Chartered Bank
(Incorporated with limited liability in England by Royal Charter with reference number ZC18)
£300,000,000
8.103 per cent. Step-up Callable Perpetual Preferred Securities
(to be consolidated and form a single series with the £300,000,000 8.103 per cent. Step-up Callable Perpetual Preferred Securities
issued on 11 May, 2001 (the ``Original Preferred Securities'') with effect on and from, 11 May, 2006)
Issue price: 116.801 per cent.
The £300,000,000 8.103 per cent. Step-up Callable Perpetual Preferred Securities (the ``Preferred Securities'') of Standard
Chartered Bank (the ``Bank'' or ``SCB'') will bear interest from (and including) 11 May, 2006 to (but excluding) 11 May, 2016 at
a rate of 8.103 per cent. per annum, payable annually in arrear on 11 May in each year starting on 11 May, 2007. Thereafter,
the Preferred Securities will bear interest at a rate, reset every five years, of 4.275 per cent. per annum above the gross
redemption yield on a specified United Kingdom government security, payable annually in arrear on 11 May in each year, all as
more particularly described in ``Terms and Conditions of the Preferred Securities 5. Coupon Payments''. Payments (which term,
as defined herein, does not include principal) may be deferred as described in ``Terms and Conditions of the Preferred Securities
4. Deferrals'', but neither the Bank nor Standard Chartered PLC (the ``Parent'') may declare, pay or distribute interest or
dividends on any of its issued Tier 1 Capital (as defined herein) other than the Parent Preference Shares (as defined herein)
whilst any Payments are deferred.
The Preferred Securities are redeemable at the option of the Bank on 11 May, 2016 (the ``First Reset Date'') or on any Coupon
Payment Date (as defined herein) thereafter at their principal amount together with any Outstanding Payments (as defined herein).
In addition, upon the occurrence of certain tax or regulatory events, the Preferred Securities may at the Bank's option be either
exchanged or their terms varied so that they become Upper Tier 2 Securities (as defined herein) at any time, provided that if
such tax or regulatory events do or would persist after such exchange or variation or certain other provisions apply, the
Preferred Securities may be redeemed at their principal amount together with any Outstanding Payments, or redeemed, as more
particularly described in ``Terms and Conditions of the Preferred Securities 7. Exchange, Variation, Redemption and Purchase''.
Under existing Financial Services Authority (``FSA'') requirements, the Bank may not redeem or purchase any Preferred Securities
unless the FSA has given its prior consent.
The Preferred Securities will be unsecured securities of the Bank and will be subordinated to the claims of Creditors (as defined
herein) in that no payment of principal or interest in respect of the Preferred Securities shall be due and payable except to the
extent that the Bank could make such payment and still be considered solvent immediately thereafter.
In the event of the winding-up of the Bank, holders of the Preferred Securities will, for the purpose only of calculating the
amounts payable by the Bank in respect of each Preferred Security, be treated as if, on the day prior to the commencement of
the winding-up and thereafter, they were the holders of preference shares ranking pari passu with the holders of that class or
classes of preference shares (if any) from time to time issued by the Bank which have a preferential right to a return of assets in
the winding-up over, and so rank ahead of, the holders of all other classes of the issued shares of the Bank. See ``Terms and
Conditions of the Preferred Securities 3. Winding-up''.
For a description of certain matters that prospective investors should consider, see ``Risk Factors''.
Application has been made to the Commission de Surveillance du Secteur Financier (the ``CSSF'') which is the Luxembourg competent
authority for the purpose of Directive 2003/71/EC (the ``Prospectus Directive'') for its approval of this Prospectus. Application
has been made to the Luxembourg Stock Exchange for the Preferred Securities to be admitted to trading on the Luxembourg
Stock Exchange's regulated market and to be listed on the Luxembourg Stock Exchange. This document constitutes a Prospectus
for the purposes of Article 5.4 of Directive 2003/71/EC (the ``Prospectus Directive'').
Joint Lead Managers and Joint Bookrunners
DEUTSCHE BANK
LEHMAN BROTHERS
STANDARD CHARTERED BANK
Co-Managers
GOLDMAN SACHS
MERRILL LYNCH
UBS INVESTMENT BANK
The date of this Prospectus is 10th May, 2006

The Bank accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge and belief of the Bank (which has taken all reasonable care to ensure that such is the case) the
information contained in this Prospectus is in accordance with the facts and does not omit anything likely to
affect the import of such information.
With effect on and from the Issue Date of the Preferred Securities, being 11 May, 2006, when the Preferred
Securities will be consolidated and form a single series with the Original Preferred Securities, the aggregate
principal amount of the Preferred Securities and the Original Preferred Securities will total £600,000,000.
In connection with the issue and sale of the Preferred Securities, no person is authorised to give any
information or to make any representation not contained in this document and if given or made, such
information or representation must not be relied upon as having been authorised by the Bank or the
Managers (as defined in ``Subscription and Sale'' below) or the Trustee.
This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by the Bank or the Managers that any recipient of this Prospectus should
purchase any of the Preferred Securities. Each investor contemplating purchasing Preferred Securities should
make its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Bank.
The distribution of this document and the offering or sale of the Preferred Securities in certain jurisdictions
may be restricted by law. The Bank and the Managers do not represent that this document may be lawfully
distributed, or that the Preferred Securities may be lawfully offered, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder,
or assume any responsibility for facilitating any such distribution or offering. In particular, no action has
been taken by the Bank or the Managers which would permit a public offering of the Preferred Securities or
distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no
Preferred Securities may be offered or sold, directly or indirectly, and neither this Prospectus nor any
advertisement or other offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons into whose
possession this Prospectus or the Preferred Securities may come must inform themselves about, and observe,
any such restrictions. See ``Subscription and Sale'' below for a description, inter alia, of certain restrictions
on offers, sales and deliveries of the Preferred Securities. Neither the delivery of this Prospectus nor any sale
hereunder shall create, under any circumstances, any implication that there has been no change in the affairs
of the Bank, the Parent or the Standard Chartered Group since the date hereof or that the information
contained herein is correct as of any time subsequent to its date.
The Preferred Securities have not been, and will not be, registered under the United States Securities Act of
1933, as amended, and comprise Preferred Securities in bearer form that are subject to United States tax law
requirements. Subject to certain exceptions, the Preferred Securities may not be sold or delivered, directly or
indirectly, within the United States or to U.S. persons.
In this document, all references to ``£'' and ``Sterling'' are to the lawful currency from time to time of the
United Kingdom.
2

TABLE OF CONTENTS
Page
Page
Documents Incorporated by Reference............
4
Use of Proceeds................................................
35
Summary ..........................................................
5
Selected Financial Information of the Bank ....
36
Risk Factors .....................................................
9
Standard Chartered Bank ................................
37
Terms and Conditions of the Preferred
Capitalisation and Indebtedness ......................
40
Securities ......................................................
13
Taxation ...........................................................
42
Summary of Provisions Relating to the
Subscription and Sale.......................................
44
Preferred Securities While in Global Form
33
General Information ........................................
46
In connection with the issue of the Preferred Securities, Deutsche Bank AG, London Branch, Lehman Brothers
International (Europe) and Standard Chartered Bank (each a ``Stabilising Manager'') (or persons acting on
behalf of any of the the Stabilising Managers) may over-allot Preferred Securities (provided that the aggregate
principal amount of Preferred Securities allotted does not exceed 105 per cent. of the aggregate principal
amount of the Preferred Securities) or effect transactions with a view to supporting the market price of the
Preferred Securities and/or the Original Preferred Securities at a level higher than that which might otherwise
prevail. However, there is no assurance that any of the Stabilising Managers (or persons acting on behalf of
any of the Stabilising Managers) will undertake stabilisation action. Any stabilisation action may begin on or
after the date on which adequate public disclosure of the terms of the offer of the Preferred Securities is made
and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue
date of the Preferred Securities and 60 days after the date of the allotment of the Preferred Securities.
3

DOCUMENTS INCORPORATED BY REFERENCE
The following documents which have previously been published and have been filed with the CSSF shall be
incorporated in, and form part of, this Prospectus:
Financial Statements for the Financial Year ended 31 December, 2004
(a)
the auditor's report and audited consolidated annual financial statements of the Parent for the
financial year ended 31 December, 2004 which appear on pages 69 to 120 of the Annual Report
and Accounts of the Parent for the year ended 31 December, 2004, including the information set
out on the following pages in particular:
Financial Review...........................................................................................................
26
Consolidated Balance Sheet ..........................................................................................
71
Consolidated Profit and Loss Account.........................................................................
70
Cash Flow Statement ....................................................................................................
73
Account Policies and Notes ..........................................................................................
75-120
Audit Report .................................................................................................................
69
(b)
the auditor's report and audited individual annual financial statements of the Bank for the
financial year ended 31 December, 2004 which appear on pages 8 to 56 of the Bank's Directors'
Report and Financial Statements for the year ended 31 December, 2004, including the
information set out on the following pages in particular:
Balance Sheet ................................................................................................................
10
Profit and Loss Account ...............................................................................................
9
Accounting Policies and Notes .....................................................................................
12 56
Audit Report.................................................................................................................
8
Financial Statements for the Financial Year ended 31 December, 2005
(c)
the Annual Report and Accounts of the Parent for the year ended 31 December, 2005, including
the auditor's report and audited consolidated annual financial statements of the Parent for the
financial year ended 31 December, 2005 which appear on pages 63 to 135, including the
information set out on the following pages in particular:
Financial Review...........................................................................................................
22
Corporate Governance, including audit committee details ..........................................
44-48
Consolidated Balance Sheet ..........................................................................................
65
Consolidated Income Statement ...................................................................................
64
Cash Flow Statement ....................................................................................................
67
Account Policies and Notes ..........................................................................................
69-135
Audit Report .................................................................................................................
63
(d)
the auditor's report and audited individual annual financial statements of the Bank for the
financial year ended 31 December, 2005 which appear on pages 7 to 70 of the Bank's Director's
Report and Financial Statements for the year ended 31 December, 2005, including the
information set out at the following pages in particular:
Balance Sheet ................................................................................................................
9
Income Statement .........................................................................................................
8
Cash Flow Statement ....................................................................................................
11(1)
Accounting Policies and Notes .....................................................................................
12-70
Audit Report .................................................................................................................
7
The trading statement issued by the Parent for the Annual General Meeting of the Parent on 4 May, 2006
including details of recent developments.
Any other information not listed above but contained in such documents is incorporated by reference for
information purposes only.
Following the publication of the Prospectus a supplement may be prepared by the Bank and approved by
the CSSF in accordance with Article 16 of the Prospectus Directive. Statements contained in any such
supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable
(whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in
this Prospectus or in a document which is incorporated by reference in this Prospectus. Any statement so
modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus.
Copies of documents incorporated by reference in this Prospectus can be obtained from the principal office
of the Bank and from the specified office of the Paying Agent for the time being in Luxembourg.
This Prospectus and the documents incorporated by reference are available for viewing at www.bourse.lu.
The Bank can be contacted by telephone on +44 (0)20 7280 7500.
1
This also includes the cash flow statement of the Bank for the financial year ended 31 December 2004.
4

SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest in any Preferred
Securities should be based on a consideration of this Prospectus as a whole, including the documents
incorporated by reference. Following the implementation of the relevant provisions of the Prospectus Directive in
each Member State of the European Economic Area no civil liability will attach to the persons who are
responsible in any such Member State in respect of this Summary, including any translation hereof, unless it is
misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim
relating to information contained in this Prospectus is brought before a court in a Member State of the
European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim
is brought, be required to bear the costs of translating the Prospectus before the legal proceedings are initiated.
Issuer
Standard Chartered Bank
Parent
Standard Chartered PLC
Trustee
The Bank of New York
Issue Size
£300,000,000, consisting of Preferred Securities in the denominations of
£1,000, £10,000 and £100,000.
No fixed maturity
The Preferred Securities are perpetual securities and have no maturity
date. However, the Preferred Securities may be redeemed in whole but
not in part at the option of the Bank, subject to the prior consent of the
FSA and to the Solvency Condition having been met, at their principal
amount together with any Outstanding Payments on 11 May, 2016 or
any Coupon Payment Date thereafter.
The Bank, the Parent and any other Subsidiary of the Parent may,
subject to the prior consent of the FSA and to the Solvency Condition
having been met, purchase the Preferred Securities in any manner and at
any price, together with all unmatured Coupons and Talons
appertaining thereto.
Interest
The Preferred Securities bear interest at a rate of 8.103 per cent. per
annum from (and including) 11 May, 2006 to (but excluding) 11 May,
2016 and thereafter at a rate per annum reset every five years of
4.275 per cent. above the gross redemption yield on a specified United
Kingdom government security.
Coupon Payment Dates
Subject as described below, Coupon Payments will be payable annually
in arrear on 11 May in each year from (and including) 11 May, 2007.
Subordination
The Preferred Securities constitute direct, unsecured and subordinated
securities of the Bank and rank pari passu without any preference
among themselves. The rights and claims of the Holders and the
Couponholders under the Preferred Securities are subordinated to the
claims of Creditors (as defined in the ``Terms and Conditions of the
Preferred Securities 21. Definitions'').
Thus no amount in respect of the Preferred Securities shall be due and
payable except to the extent that the Bank is considered solvent at the
time of such payment and could make such payment and still be
considered solvent immediately thereafter.
Winding-up Claims
In the event of the winding-up of the Bank, the Holders will, for the
purpose only of calculating the amounts payable by the Bank in respect
of each Preferred Security, be treated as if, on the day prior to the
commencement of the winding-up and thereafter, they were the holders
of preference shares having an equal right to a return of the assets of the
Bank in the winding-up to the holders of a class of preference shares (if
any) of the Bank which have a preferential right to a return of assets in
5

the winding-up over, and so rank ahead of the holders of, all other
classes of the issued shares of the Bank. Such class of preference shares
would rank junior to the claims of Creditors and junior to any notional
class of preference shares in the capital of the Bank by reference to
which the amount payable in respect of any Junior Subordinated Debt
in the winding-up of the Bank is determined.
Exceptional Deferral of Payments
If the Bank determines, on the 20th Business Day prior to the date on
which any Payment (which term does not include any payment of
principal) would, in the absence of deferral in accordance with
Condition 4, be due and payable that it is, or payment of the relevant
Payment will result in the Bank being, in non-compliance with
applicable Capital Regulations, the Bank may defer such Payment.
Such exceptionally deferred payment may be satisfied at any time
(provided that at the time of satisfying such payment, the Exceptional
Deferral Condition fails to be met) by the Bank giving not less than 16
Business Days' notice of such satisfaction. Unless the Bank elects to
defer such Payment pursuant to its general right to defer referred to
below, such exceptionally deferred payment must be satisfied on the
Coupon Payment Date next following the 19th Business Day after the
Bank determines that it no longer is, and such Payment will not result in
it being, in non-compliance with such applicable Capital Regulations.
No interest will accrue on such exceptionally deferred Payment.
General Deferral of Payments
As long as the Preferred Securities have not ceased to be eligible to
qualify for inclusion in the Tier 1 Capital or Upper Tier 2 Capital of the
Bank or the Group, the Bank may elect to defer any Payment (which
term does not include any payment of principal) on the Preferred
Securities for any period of time. However, the deferred payment will
bear interest at 2 per cent. per annum above the then current rate of
interest on the Preferred Securities for such period of time.
Dividend Restriction during Period
If the Bank defers a Payment for any reason as described above then,
of Deferral
while any Payment is so deferred, neither the Bank nor the Parent may
declare, pay or distribute interest or dividends on any of its issued Tier 1
Capital (whether directly or indirectly issued) other than the Parent
Preference Shares.
Alternative Coupon Satisfaction
Investors will always receive payments made in respect of Preferred
Mechanism
Securities in cash. However, if the Bank defers a Payment it must or if
and to the extent the Bank so elects at any time it may satisfy its
obligation to make any Payment (which term does not include any
payment of principal) to Holders by the following mechanism. The
Bank shall issue its ordinary shares to the Trustee or its agent or as the
Trustee may direct and the Parent shall issue its ordinary shares in
exchange therefor to the Trustee or its agent or as the Trustee may
direct. The Trustee will transfer or direct the issue of the Parent's shares
to the Calculation Agent who will sell those shares. When sold, the
Parent's shares will provide a cash amount which the Principal Paying
Agent, on behalf of the Trustee, will pay to the Holders in respect of the
relevant Payment. The Parent will calculate in advance the number of
ordinary shares of the Bank and the Calculation Agent will calculate the
number of ordinary shares of the Parent to be issued in order to enable
the Trustee or its agent to raise the full amount of money due on the
relevant payment date to Holders.
Insufficiency
Each of the Bank and the Parent is required to keep available for issue
enough ordinary shares as it reasonably considers would be required to
6

satisfy from time to time the next year's Coupon Payment using the
alternative coupon satisfaction mechanism described above.
Market Disruption Event
If, in the opinion of the Bank, a Market Disruption Event exists on or
after the 15th Business Day preceding any date upon which the Bank is
due to satisfy a payment using the alternative coupon satisfaction
mechanism, the payment to Holders may be deferred until the Market
Disruption Event no longer exists.
Suspension
If, following any take-over offer or any reorganisation, restructuring or
scheme of arrangement, the company which, prior to such event was the
Ultimate Owner ceases to be the Ultimate Owner, then unless a
Permitted Restructuring Arrangement shall be put in place, such
changes to the documentation relating to the Preferred Securities as
determined by an independent investment bank to be appropriate in
order to preserve substantially the economic effect for the Holders of a
holding of the Preferred Securities prior to the Suspension will be made
by the Bank and the Trustee. Pending such changes the Bank will be
unable to satisfy Payments using the alternative coupon satisfaction
mechanism. If the investment bank is unable to determine appropriate
amendments, as notified to the Bank and the Trustee, the Preferred
Securities will (subject to the prior consent of the FSA and to the prior
agreement of the new Ultimate Owner) be redeemed, following notice to
the Holders by the Bank of such redemption, at the Redemption Price
(see ``Terms and Conditions of the Preferred Securities 8. Payments
(d) Suspension'') together with any Outstanding Payments, not later
than the 60th Business Day following the giving of such notice by the
Bank to the Holders.
Additional Amounts
The Bank will pay additional amounts to Holders to gross up Payments
upon the imposition of UK withholding tax, subject to customary
exceptions.
Exchange, variation or redemption
Upon the occurrence of certain taxation events or if at any time
for taxation/regulatory reasons
securities in the nature of the Preferred Securities cease to qualify as Tier
1 Capital, the Bank may, subject to the prior consent of the FSA, either
(a) at any time exchange the Preferred Securities for, or vary the terms
of the Preferred Securities so that they become, Upper Tier 2 Securities
provided that if such taxation event also affects or would affect the
Upper Tier 2 Securities or if such exchanged or varied securities do not
or would not qualify as Upper Tier 2 Capital or if certain other
provisions apply the Bank may, subject to the consent of the FSA and
to the Solvency Condition being met, redeem all, but not some only, of
the Preferred Securities at their principal amount together with any
Outstanding Payments or (b) redeem all, but not some only, of the
Preferred Securities at the price provided for under ``Terms and
Conditions of the Preferred Securities 7. Exchange, Variation,
Redemption and Purchase''.
Remedy for Non-Payment
The sole remedy against the Bank available to the Trustee or any
Holder of Preferred Securities for recovery of amounts owing in respect
of the Preferred Securities will be the institution of proceedings for the
winding-up in England of the Bank and/or proving in such winding-up.
Form
Bearer. The Preferred Securities will be represented by a Permanent
Global Preferred Security, which will be deposited outside the United
States with a common depositary for Clearstream Banking, socie´te´
anonyme (``Clearstream, Luxembourg'') and Euroclear Bank S.A./N.V.,
as operator of the Euroclear System (``Euroclear'') on or about 11 May,
2006. Preferred Securities in definitive bearer form with coupons and a
7

talon attached on issue will be issued in exchange for interests in the
Permanent Global Preferred Security (a) upon non-payment of sums
when due as set out in Condition 10, (b) at any time at the option of the
Bank, or (c) in other limited circumstances.
Listing
Application has been made to list the Preferred Securities on the
Luxembourg Stock Exchange.
Governing Law
English.
8

RISK FACTORS
The following is a summary of certain aspects of the Preferred Securities of which prospective investors should
be aware. This summary is not intended to be exhaustive and prospective investors should carefully consider the
following information in conjunction with the other information contained in this document.
Factors which are material for the purpose of assessing the risks relating to the Preferred Securities
Deferral
The Bank may elect to defer any Payment (such term does not include principal) on the Preferred Securities
for any period of time, as more particularly described in ``Terms and Conditions of the Preferred Securities
4. Deferrals''. Any such deferred payment will, unless it is an exceptional deferral as described under
``Terms and Conditions of the Preferred Securities 4. Deferrals (a) Exceptional Deferral of Payments'',
bear interest at 2 per cent above the then current interest rate. A deferred payment which is an exceptional
deferral will not bear interest at such increased rate. During the period of such deferral, the Bank and the
Parent will be prohibited from declaring, paying or distributing interest or dividends on any of their directly
or indirectly issued Tier 1 Capital other than the Parent Preference Shares.
Perpetual securities
The Bank is under no obligation to redeem the Preferred Securities at any time (save in the particular
circumstances referred to in ``Terms and Conditions of the Preferred Securities 8. Payments (d)
Suspension'') and the Holders have no right to call for their redemption.
Redemption risk
Upon the occurrence of certain specified tax and regulatory events, the Preferred Securities may be either (i)
redeemed at a price provided in ``Terms and Conditions of the Preferred Securities 7. Exchange, Variation,
Redemption and Purchase'' or (ii) exchanged or their terms varied so that they become Upper Tier 2
Securities or, if any such specified tax event applies or would apply to the Upper Tier 2 Securities or certain
other provisions, including regulatory provisions, apply, the Preferred Securities may, subject as provided in
``Terms and Conditions of the Preferred Securities 7. Exchange, Variation, Redemption and Purchase (c)
Exchange, Variation or Redemption due to Taxation and (d) Exchange, Variation or Redemption for
Regulatory Purposes'', be redeemed at their principal amount together with any Outstanding Payments.
No limitation on issuing debt or senior or pari passu securities
There is no restriction on the amount of debt which the Bank may issue which ranks senior to the Preferred
Securities or on the amount of securities which the Bank may issue which rank senior to or pari passu with
the Preferred Securities. The issue of any such debt or securities may reduce the amount recoverable by
Holders on a winding-up of the Bank and/or may increase the likelihood of a deferral of Payments under
the Preferred Securities.
Availability of shares
If the Bank is to make a payment using the alternative coupon payment mechanism and insufficient
ordinary shares in the Bank or the Parent are available, then the Bank's payment obligation shall be
suspended to the extent of such insufficiency and, except in the case of Exceptionally Deferred Coupon
Payments, shall bear interest at 2 per cent. per annum above the then current interest rate applicable to the
Preferred Securities, until such time as sufficient shares are available to satisfy all or part of the suspended
payment obligation, as more particularly described in ``Terms and Conditions of the Preferred Securities 6.
Alternative Coupon Satisfaction Mechanism (d) Insufficiency''.
Market Disruption Event
If, following a decision by the Bank to satisfy a payment using the alternative coupon satisfaction
mechanism, in the opinion of the Bank a Market Disruption Event exists, the payment to Holders may be
deferred until the cessation of such market disruption, as more particularly described in ``Terms and
Conditions of the Preferred Securities 6. Alternative Coupon Satisfaction Mechanism (e) Market
Disruption''. Any such deferred payments shall bear interest at the rate applicable to the Preferred Securities
if the Market Disruption Event continues for 14 days or more.
9

Restricted remedy for non-payment
In accordance with current FSA requirements for subordinated capital, the sole remedy against the Bank
available to the Trustee or any Holder for recovery of amounts owing in respect of any Payment or
principal in respect of the Preferred Securities will be the institution of proceedings for the winding-up in
England of the Bank and/or proving in such winding-up.
Factors that may affect the Bank's ability to fulfil its obligations under the Preferred Securities
Risks Relating to the Group's Business Operations
Market environment.
The Group operates primarily in Asia, Africa and the Middle East and these operations expose it to risks
that could adversely affect its financial condition and results arising from the political and economic
environment. Operations in some of these markets present various risks that do not necessarily apply to
businesses in Western Europe. Some of these markets are typically more volatile and less developed
economically and politically than markets in Western Europe. The Group faces significant economic and
political risk, including economic volatility, recession, inflationary pressure, exchange rate risk, interruption
of business, as well as civil unrest, imposition of exchange controls, expropriation, nationalisation,
renegotiation or nullification of existing contracts and changes in law or tax policy. These risks could result
in an adverse impact on the Group's financial condition and results of operations.
Competitive landscape.
The Group is subject to significant competition from many other international banks operating in the
emerging markets described above, including competitors that may have greater financial and other
resources, and, in certain of these markets, from local banks. Local regulations in a number of jurisdictions
that favour local banks by restricting the ability of international banks operating in the relevant country to
enter the market and/or expand their existing operations could adversely affect the Group's ability to
compete against local banks in these markets. Many of the international and local banks operating in the
Group's markets compete for substantially the same customers as the Group. Competition may increase in
some or all of the Group's principal markets and may have an adverse effect on its financial condition and
results of operations.
Regulatory environment.
The Group's businesses and earnings are affected by the fiscal or other policies and regulations that are
adopted by various regulatory authorities of the United Kingdom, other jurisdictions where the Group
operates and international agencies. In particular, local regulations in a number of jurisdictions that favour
local banks by restricting the ability of international banks operating in each country to enter the market
and/or expand their existing operations could adversely affect the Group's ability to compete in these
markets.
The nature and impact of future changes in laws, regulations and regulatory policies are not predictable and
are beyond the Group's control, and changes in such laws, regulations and regulatory policies may have an
adverse effect on the Group's financial condition and results of operations.
Acquisitions and integrations.
The Group is currently experiencing significant growth as it expands geographically and in the scope of
products and services it offers. This expansion has included, for example, the acquisition in April 2005 of
Korea First Bank (now known as Standard Chartered First Bank Limited) for approximately KRW3.4
trillion (equivalent of U.S.$3.3 billion). Positive progress has been made on the integration process, including
the migration of the Standard Chartered branch into the Standard Chartered First Bank network.
The success of the Group's acquisitions will depend in part on the ability of its management to integrate the
operations of newly-acquired businesses with its existing operations and to integrate various departments,
systems and procedures. Consequently, the Group's ability to implement its business strategy may be
constrained and the timing of such implementation may be impacted due to demands placed on existing
resources by that process. There can be no assurance that:

the acquired entities will achieve the level of performance that the Group anticipates; or

the projected demand and prices of the Group's products and services will be realised.
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