Obligation Stanchart Bank 5.375% ( XS2013525253 ) en SGD

Stanchart Bank

100 % ⇌

Royaume-Uni

XS2013525253 ( en SGD )

5.375% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Standard Chartered Bank XS2013525253 en SGD 5.375%, échéance Perpétuelle

250 000 SGD

750 000 000 SGD

01/01/2026 ( Dans 202 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 SGD, avec le code ISIN XS2013525253, paye un coupon de 5.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

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 carefully 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 following 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 "Bookrunner") and Credit Suisse Securities (Europe) Limited, Oversea-Chinese Banking
Corporation Limited, Société Générale, UBS AG London Branch and United Overseas Bank Limited (the "Joint Lead
Managers") (the Joint Lead Managers and the Structuring Adviser and Bookrunner each a "Manager" and together, the
"Managers") and you agree that each of the Issuer and the Managers (together with their subsidiaries and their
respective affiliates) will rely upon the truth and accuracy of the following 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.
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 Stock Exchange of Hong Kong 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 4 and 5 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 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 shall be deemed to have represented to us that you 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 at your request
and on the basis that a) you are a person by whom the Offering Circular may be lawfully accessed in accordance with
the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this the Offering
Circular to any other person, and b) you consent to delivery of the Offering Circular in electronic form.
Under no circumstances shall the Offering Circular constitute an offer to sell or the solicitation of an offer to buy, nor
shall 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
Offering Circular may only be provided to persons in the United Kingdom in circumstances where section 21(1) of the
Financial Services and Markets Act 2000 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 shall be deemed to be made by
the relevant Manager or such affiliate on behalf of the Issuer in such jurisdiction.

Offering Circular dated 28 June 2019

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

SGD 750,000,000 Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities
ISSUE PRICE: 100 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. THE SECURITIES (AS DEFINED BELOW) ARE
BEING OFFERED TO PROFESSIONAL INVESTORS (AS DEFINED BELOW) ONLY. INVESTING IN THE
SECURITIES INVOLVES RISKS. INVESTORS SHOULD NOT PURCHASE THE SECURITIES IN THE PRIMARY OR
SECONDARY MARKETS UNLESS THEY ARE PROFESSIONAL INVESTORS AND 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 21.

The SGD 750,000,000 Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (the
"Securities") are expected to be issued by Standard Chartered PLC (the "Issuer") on 3 July 2019 (the "Issue Date").

Application has been made to The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") for the
listing of, and permission to deal in, the Securities as a debt issue to professional investors (as defined in Chapter 37 of
the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange) and to professional investors (as
defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) (together, "Professional Investors") only on
the Hong Kong Stock Exchange. This document is for distribution to Professional Investors only. Investors should not
purchase the Securities in the primary or secondary markets unless they are Professional Investors and
understand the risks involved. The Securities are only suitable for Professional Investors.

The Hong Kong Stock Exchange has not reviewed the contents of this document, other than to ensure that the
prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this
document to Professional Investors only have been reproduced in this document. Listing of the Securities on
the Hong Kong Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of
the Issuer, the Securities or the Ordinary Shares to be issued upon any Conversion or the quality of disclosure
in this document. Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no
responsibility for the contents of this document, make no representation as to its accuracy or completeness and
expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part
of the contents of this document.

Application has also been made to 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.

This document includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (the "HKSE Rules") for the purpose of giving information with regard to the Issuer and
the Securities. The Issuer accepts full responsibility for the accuracy of the information contained in this document and
confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the
omission of which would make any statement herein misleading.

The Securities bear interest in respect of the period (the "Initial Fixed Rate Interest Period") from (and including) the
Issue Date to (but excluding) 3 October 2024 (the "First Reset Date") at a fixed rate of 5.375 per cent. per annum (the
"Initial Fixed Interest Rate"). The Interest Rate (as defined herein) will be reset on each Reset Date (as defined herein).
From (and including) each Reset Date to (but excluding) the next following Reset Date, the Interest Rate will be a fixed
rate of 3.683 per cent. per annum above the then applicable Reset Reference Rate (as defined herein). Subject as
provided herein, interest on the Securities will be payable semi-annually in arrear (with a short first Interest Period (as
defined herein)) on 3 April and 3 October in each year (each an "Interest Payment Date") commencing on 3 October
2019.

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 the Issuer does not have sufficient Distributable Items (as defined herein). Payment of interest
shall also not become due if and to the extent that such payment could not be made in compliance with the
Solvency Condition (as defined herein). Any interest which is so cancelled or which does not become due will
not accumulate or be payable at any time thereafter, no amount will become due from the Issuer in respect
thereof and any such cancellation or non-payment shall 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.

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 all but not some only of the Securities: (i) on 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 United Kingdom or
any political subdivision or any authority thereof or therein having power to tax or certain other changes affecting
taxation, as described in the Conditions (as defined herein), the Issuer has or will become obliged to pay additional
amounts in respect of the Securities; or (iii) at any time upon the occurrence of a Capital Disqualification Event, 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 will be converted into Ordinary Shares of
the Issuer at the Conversion Price, all as more fully 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. 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 4 and 5 of this document for further
information.

The Securities are not intended to be initially placed and may not be initially placed to "connected persons" of
the Issuer as defined in 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 will 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
will 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, disclose information about such potential investor (including but not limited to its name,
company registration number and the number of Securities allotted 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 4 and 5 of this document for
further information.

This document does not constitute (i) a prospectus for the purposes of Part VI of the United Kingdom Financial Services
and Markets Act 2000 (as amended) or (ii) a base prospectus for the purposes of Directive 2003/71/EC (as amended or
superseded) (the "Prospectus Directive"). This document has been prepared solely with regard to the Securities, which
are (i) not to be admitted to listing or trading on any regulated market for the purposes of MiFID II (as defined herein)
and (ii) not to be offered to the public in an EU member state (other than pursuant to one or more of the exemptions set
out in Article 3.2 of the Prospectus Directive). This document has not been approved or reviewed by any regulator which
is a competent authority under the Prospectus Directive.

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 will be represented by registered certificates (each a "Certificate"), without coupons, and will be
represented by a Global Certificate which will be deposited on or about the Issue Date with a common depositary on
behalf of Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg") (the
"Common Depositary") and registered in the name of the Common Depositary or its nominee.

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 BB+ by Fitch Ratings Ltd ("Fitch"). Moody's
Singapore is not established in the European Union and has not applied for registration under Regulation (EC) No.
1060/2009, as amended (the "CRA Regulation"). Moody's Singapore is affiliated to Moody's Investors Service Ltd which
is established in the European Union and is registered under the CRA Regulation. In accordance with the CRA
Regulation, Moody's Investors Service Ltd may endorse credit ratings issued by Moody's Singapore. S&P is not
established in the European Union and has not applied for registration under the CRA Regulation. Fitch is established in
the European Union and is registered under the CRA Regulation.
THE SECURITIES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN
RELIANCE ON REGULATION S.
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.

Structuring Adviser and Bookrunner
Standard Chartered Bank

Joint Lead Managers
Credit Suisse
OCBC Bank
Société Générale Corporate & Investment Banking
UBS Investment Bank
UOB

2

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.

This document has been prepared on the basis that any offer of Securities in any member state of the
European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member
State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that
Relevant Member State, from the requirement to publish a prospectus for offers of Securities. Accordingly
any person making or intending to make an offer in that Relevant Member State 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 3 of the Prospectus Directive 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 all 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 shall, 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.
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. FOR A DESCRIPTION OF THESE AND CERTAIN
FURTHER RESTRICTIONS ON OFFERS AND SALES OF SECURITIES AND THE DISTRIBUTION OF
THIS DOCUMENT, SEE "SUBSCRIPTION AND SALE".
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.
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 fullest extent permitted 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 all 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
3

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.
NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT, CHAPTER 289
OF SINGAPORE (THE "SFA")
In connection with Section 309B of the SFA, the Securities and the Ordinary Shares to be delivered
fol owing Conversion are prescribed capital markets products (as defined in the Securities and Futures
(Capital Markets Products) 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
The Securities are complex financial instruments and are not a suitable or appropriate investment
for all 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 to retail
investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (the
"PI Instrument"). In addition, (i) on 1 January 2018, the provisions of Regulation (EU) No. 1286/2014
on key information documents for packaged and retail and insurance-based investment products
("PRIIPs") became directly applicable in all EEA member states and (ii) the Markets in Financial
Instruments Directive 2014/65/EU (as amended or superseded) ("MiFID II") was required to be
implemented in EEA member states by 3 January 2018. Together the PI Instrument, PRIIPs and
MiFID II are referred to as the "Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of
financial instruments and (ii) the offering, sale and distribution of packaged retail and insurance-
based investment products and certain contingent write down or convertible 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) including the Regulations.
Each Manager is required to comply with some or all of the Regulations. 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 each prospective investor represents, warrants, agrees with and
undertakes to the Issuer and each of the Managers that:

1.
it is not a retail client (as defined in MiFID II);

2.
whether or not it is subject to the Regulations, it will not:

(A)
sell or offer the Securities (or any beneficial interest therein) to retail clients (as
defined in MiFID II) or

(B)
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 each
case within the meaning of the Regulations).

In selling or offering the Securities or making or approving communications relating to the
Securities it may not rely on the limited exemptions set out in the PI Instrument; and

4

3.
it will at all times comply with all applicable laws, regulations and regulatory guidance
(whether inside or outside the EEA) relating to the promotion, offering, distribution and/or
sale of the Securities (or any beneficial interests therein), including (without limitation)
MiFID II and any other applicable laws, regulations and regulatory guidance relating to
determining the appropriateness and/or suitability of an investment in the Securities (or any
beneficial interests therein) by investors in any relevant jurisdiction.

Each prospective investor further acknowledges that:

(i)
the identified target market for the Securities (for the purposes of the product governance
obligations in MiFID II) is eligible counterparties and professional clients; and
(ii)
no key information document (KID) under PRIIPs has been prepared and therefore offering
or selling the Securities or otherwise making them available to any retail investor in the EEA
may be unlawful under PRIIPs.
PRIIPs / Prospectus Directive / 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 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 MiFID II; or (ii) a customer
within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information
document required by PRIIPs for offering or selling the Securities or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise
making them available to any retail investor in the EEA may be unlawful under PRIIPs.
MIFID II 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 MiFID II; and (i ) all 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 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 Securities (by either adopting or refining the manufacturer's target
market assessment) and determining appropriate distribution channels.
Furthermore, by purchasing, or making or accepting an offer to purchase, any Securities from the Issuer
and/or the Managers in connection with the offering, each initial Securityholder represents, warrants, agrees
with and undertakes to the Issuer and each of the 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 will 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, 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 will 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 (i i) is not,
and will 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" shall have the meanings
ascribed to them in Rules 1.01 and 14A.06 of the HKSE Rules.
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, the foregoing representations, warranties, agreements and undertakings wil be given by
and be binding upon both the agent and its underlying client.

By purchasing, or making or accepting an offer to purchase, any Securities from the Issuer and/or
the Managers in connection with the offering, each initial Securityholder agrees with the Issuer and
each of the Managers that they may, to the extent required by the HKSE Rules and/or by The Hong
Kong Stock Exchange and/or by the Hong Kong Securities and Futures Commission (the "SFC"),
disclose to The Hong Kong Stock Exchange and/or the SFC and (in the case of the Managers only)
5

to the Issuer, information about potential investors in the Securities (including, but not limited to, its
name, company registration number and number of Securities allotted to it).
Each prospective investor and/or initial Securityholder acknowledges that each of the Issuer and
each Manager will 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 overall investment portfolio;
·
have sufficient financial resources and liquidity to bear all 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 following 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 generally 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 will have on the potential investor's overall investment portfolio.
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 related to 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. Dollars" 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 "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 "Sterling" and "£" are to the lawful currency of the United Kingdom.
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" shall 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 stabilisation
manager (the "Stabilisation Manager") (or persons acting on behalf of the Stabilisation 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
6

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 allotment of the Securities. Any stabilisation action or over-allotment must
be conducted by the relevant Stabilisation Manager (or person(s) acting on behalf of the
Stabilisation Manager) in accordance with all applicable laws and rules.

7

TABLE OF CONTENTS

DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................... 9
FORWARD-LOOKING STATEMENTS ......................................................................................................... 10
OVERVIEW OF THE SECURITIES .............................................................................................................. 11
RISK FACTORS ............................................................................................................................................ 21
TERMS AND CONDITIONS OF THE SECURITIES ..................................................................................... 62
SUMMARY OF PROVISIONS RELATING TO THE SECURITIES WHILE IN GLOBAL FORM .................. 98
USE OF PROCEEDS .................................................................................................................................. 101
THE ISSUER ............................................................................................................................................... 102
TAXATION ................................................................................................................................................... 139
SUBSCRIPTION AND SALE ....................................................................................................................... 146
GENERAL INFORMATION ......................................................................................................................... 151

8

DOCUMENTS INCORPORATED BY REFERENCE
This document should be read and construed in conjunction with the following documents which have been
previously published or are published simultaneously with this document:
1.
the Annual Report and audited accounts of the Issuer, its subsidiaries and subsidiary undertakings
(the "Group") for the year ended 31 December 2017;
2.
the Annual Report and audited accounts of the Group for the year ended 31 December 2018 (the
"2018 Annual Report");
3.
the interim management statement of the Issuer for the first quarter of 2019 announced on 30 April
2019 (the "Interim Management Statement");
4.
the document entitled "IFRS 9 Transition Document" released by the Issuer on 28 March 2018;
5.
the document entitled "Standard Chartered PLC statement on the Bank of England 2018 stress test
results" released by the Issuer on 29 November 2018;
6.
the document entitled "Pillar 3 Disclosures 2018" released by the Issuer on 26 February 2019; and
7.
the document entitled "Pillar 3 Disclosures 31 March 2019" released by the Issuer on 30 April 2019.
Such documents shall be deemed to be incorporated in, and form part of, this document, save that any
statement contained in a document which is deemed to be incorporated by reference herein shal be
deemed to be modified or superseded for the purpose of this document to the extent that a statement
contained herein modifies or supersedes such earlier statement (whether expressly, by implication or
otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this document. Any documents themselves incorporated by reference in
the documents incorporated by reference in this document shall not form part of this document.
The financial statements included in the documents detailed in paragraphs 1 to 3 above were prepared in
accordance with applicable law and International Financial Reporting Standards as adopted by the
European Union (the "EU").
Copies of the documents incorporated by reference in this document may be obtained from the Issuer at its
registered office and may be obtained (without charge) from the website of the Regulatory News Service
operated by the London Stock Exchange at: http://www.londonstockexchange.com/exchange/news/market-
news/market-news-home.html.
9