SCPLC Consent Solicitation Results

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (A) IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "U.S.") OR TO ANY "U.S. PERSON" AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OTHER THAN A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITES ACT ("RULE 144A") OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Standard Chartered PLC
28 October 2021

STANDARD CHARTERED PLC
(a public limited company incorporated in England and Wales)
(the "Issuer")

On 4 October 2021, the Issuer announced invitations to the holders of the outstanding 2016 USD AT1 Securities, 2017 USD AT1 Securities and 2019 SGD AT1 Securities (as defined below, each a "Series" and together, the "Securities", the holders of which being the "Securityholders") to consent to the modification of the applicable terms and conditions of each Series (the "Conditions") such that the subordination provisions in the Conditions of such Securities align with the subordination provisions in the terms and conditions of the more recent issues of Additional Tier 1 Capital (the "Recent AT1 Securities") by the Issuer (such proposal, to the extent it relates to a Series, the "Proposal" in respect of that Series, and together the "Proposals").

This announcement does not contain the full terms and conditions of the Proposals, which were contained in the Consent Solicitation Memorandum dated 4 October 2021 (the "Consent Solicitation Memorandum") prepared by the Issuer. Capitalised terms used in this announcement have the meanings given in the Consent Solicitation Memorandum.

Results of the Meetings

Separate Meetings were held via teleconference on 28 October 2021 in connection with the Proposals, and the Issuer hereby announces that at each Meeting:

            (i)         the necessary quorum was achieved;

            (ii)         the relevant Extraordinary Resolution was duly passed; and

            (iii)        the Eligibility Condition was satisfied.

In accordance with the indicative timetable set out in the Consent Solicitation Memorandum, each Supplemental Trust Deed was entered into on 28 October 2021 to effect the changes to the Conditions contemplated in each of the relevant Extraordinary Resolutions. The relevant Consent Fee shall be paid to the relevant Eligible Securityholders and the relevant Ineligible Securityholder Payment shall be paid to the relevant Ineligible Securityholders, with such payments expected to be made on 28 October 2021.

For further information, please contact:

THE SOLICITATION AGENTS

*In respect of the Proposals in respect of the 2016 USD AT1 Securities and the 2017 USD AT1 Securities only.

**In respect of the Proposals in respect of the 2019 SGD AT1 Securities only.