FINAL TERMS ICBC STANDARD BANK PLC U.S.$3,500,000,000 Note Issuance Programme SERIES NO: 1149 GHS 41,112,654 Republic of Ghana FX and Credit Linked Notes due 4 November 2026 Issue Price: 109.941819 per cent. Final Terms dated 6 April 2017
PARTA-CONTRACTUALTERMS Tenns used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 20 June 2016 which constitutes a base prospectus (the "Base Prospectus") for the purposes of the Directive 2003/71/EC, as amended by Directive 2010/73/EU (the "Prospectus Directive"). This document constitutes the Final Terms relating to the issue of Notes described herein for the purposes of Regulation 23 of S.l. 324 of 2005 of Ireland and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and the supplemental Base Prospectus are available for viewing at, and copies may be obtained from, the registered office of the Issuer which is 20 Gresham Street, London EC2V 7JE or at www.ise.ie. 1. Issuer: ICBC Standard Bank Pic 2. (i) Series Number: 1149 Tranche Number: (iii) Date on which the Notes become fungible: 3. Specified Currency or Currencies: Ghanaian Cedi (GHS) 4. Aggregate Nominal Amount: (i) Series (total): of which Tranche [ ]: GHS 41,112,654, the USD equivalent of which for the purpose of settlement of the Notes on the Issue Date at an exchange rate of USD 1/ GHS 4.52 and an Issue Price of 109.941819 is USD 10,000,000 5. Issue Price: 6. (i) Specified Denomination(s): 109.941819 per cent. of the Aggregate Nominal Amount GHS 600,000 and integral multiples of GHS 1 in excess thereof up to and including GHS 1,199,999. No Notes will be issued with a denomination exceeding GHS 1,199,999. Calculation Amount: GHS 600,000 7. (i) Issue Date: 22 March 2017 (iii) Trade Date Interest Commencement Date: 15 March 2017 22 March 2017 8. Maturity Date: 9. Interest Basis: 4 November 2026 unless a Credit Event has occurred in which case the Notes will redeem in accordance with the Credit Linked Derivatives provisions. The Maturity Date may be deferred upon the occurrence of Potential Credit Event and is subject to the occurrence of a Disruption Event Variable Linked Interest (further particulars specified below)
10. Redemption/Payment Basis: Redemption - Pass Through (FX) (further particulars specified below) 11. Put/Call Options: PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 12. Fixed Note Provisions: 13. Floating Note Provisions: 14. Zero Coupon Note Provisions: 15. Variable Linked Interest Note Applicable Provisions: (i) Formula: Variable Linked Interest- Pass Through (FX) Variable Linked Interest - Standard: (iii) Variable Linked Interest- Pass Through (Standard): (iv) Variable Linked Interest- Pass Applicable Through (FX): Reference Obligation: Republic of Ghana 19.00 per cent. Bond due 2 November 2026 (ISIN: GHGGOG043563) Specified Nominal GHS 41,112,654 Amount: Amortising Reference Obligation: Pass Through Proportion Additional Accrued Interest: 100 per cent. Additional Accrued Interest Date: Reference Obligation GHS Currency: Settlement Currency: Valuation Date (s): USD Each date on which holders of the Reference Obligation receive a payment of coupon in respect of the Reference Obligation Settlement Option: Calculation Agent Determination of Settlement (v) Interest Determination Date(s):
(vi) Interest Payment Date(s): Two Business Days following each date on which holders of the Reference Obligation receive a payment of coupon in respect of the Reference Obligation, which are expected to be 5 May 2017. 13 November 2017, 14 May 2018, 12 November 2018, 13 May 2019, 11 November 2019, 11 May 2020, 9 November 2020. 10 May 2021, 8 November 2021,9 May 2022,7 November 2022. 8 May 2023, 6 November 2023, 6 May 2024. 4 November 2024, 5 May 2025, 3 November 2025. 4 May 2026 and 2 November 2026. (vii) Interest Period Date(s): Not specified (viii) Business Day Convention: Following Business Day Convention (ix) Business Centre(s) (Condition London, New York and Accra 4.10): (x) Minimum Interest Amount: (xi) Maximum Interest Amount: (xii) Day Count Fraction (Condition Actual/364 4.10): (xiii) Determination Date(s) (Condition 4.10): PROVISIONS RELATING TO DUAL CURRENCY NOTES 16. Dual Currency Note Provisions: (i) Settlement Currency: Applicable in respect of payment of interest and principal Interest: USD; Principal: USD Valuation Date(s): Interest: Two Business Days prior to the Settlement Date except (if applicable) Illiquidity Valuation Date (as defined in the Currency Annex); Principal: Two Business Days prior to the Settlement Date except (if applicable) Illiquidity Valuation Date (as defined in the Currency Annex) (iii) Settlement Option: Interest: Calculation Agent Determination of Settlement ; Principal: Calculation Agent Determination of Settlement PROVISIONS RELATING TO REDEMPTION 17. Call Option:
18. Put Option: 19. Final Redemption Amount of each Note: (i) Final Redemption Amount: Formula: Redemption - Pass Through (FX) Credit Linked Derivatives Annex: Applicable Emerging Markets Equity Linked Derivatives Annex: Maximum Amount: Redemption (iii) Minimum Amount: Redemption (iv) Redemption - Pass Through (Standard): (v) Redemption - Pass Through Applicable (FX): Reference Obligation: Republic of Ghana 19.00 per cent. Note due 2 November 2026 (ISIN: GHGGOG043563) Specified Amount: Nominal GHS 41,112.654 Amortising Reference Obligation: Instalment Date(s): Reference Obligation GHS Currency: Settlement Currency: Valuation Date(s): USD Two Business Days prior to the Settlement Date except (if applicable) Illiquidity Valuation Date (as defined in the Currency Annex) Settlement Option: Calculation Agent Determination of Settlement (vi) Redemption (Currency): 20. Early Redemption: (i) Early Redemption Amount(s) of each Note payable on occurrence of a Specified Event (Condition 5.2) (if applicable), redemption for taxation reasons (Condition 5.3) or an event of default (Condition 10): If a Specified Event has occurred the redemption amount, if any, shall be determined in accordance with the Credit Linked Derivatives Annex. If a Disruption Event has occurred, the redemption amount, if any, shall be determined in accordance with the Currency Annex. If the Note is redeemed early for taxation reasons, the Early Redemption Amount will be calculated
Notice period in relation to a Tax Termination Event if different to that set out in Condition 5.3(b): (iii) Unmatured Coupons to become void upon early redemption (Bearer Notes only) (Condition 6.6): as if the "Material Change in Circumstance" Disruption Event had occurred, and the provisions of the Currency Annex will apply FX Break Costs adjustments: Applicable (iv) Specified Event Linked Notes: Yes (further details specified below) Specified Event: Credit Event and Disruption Event Settlement Basis Credit Event: Cash Settlement (following a Specified Event): Disruption Event: Cash Settlement GENERAL PROVISIONS APPLICABLE TO THE NOTES 21. Form of Notes: Bearer Notes (i) (iii) Temporary or permanent Global Note/Certificate: Applicable TEFRA Exemption: Transfer of Registered Notes only permitted with the prior written consent of the Issuer: Permanent Global Note exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note C Rules 22. Financial Centre(s) (Condition 6.8): London, New York and Accra 23. Talons for future Coupons to be No attached to Definitive Notes (and dates on which such Talons mature): 24. Registrar: 25. Calculation Agent: ICBC Standard Bank Pic 26. CREDIT LINKED PROVISIONS Provisions of the Credit Linked Derivatives Annex: Applicable
(i) Reference Entity(ies): Referenc Transacti e Entity: on Type: Additiona Physical 1 Settle men Provision t Matrix: s: Republic Not of Ghana Applicabl or any e successor to such entity Not Applicabl e Not Applicabl e LPN Reference Entity: (iii) Financial Reference Entity Terms: (iv) Subordinated Insurance Terms: European (v) Standard Reference Obligation: (vi) Seniority Level: (vii) Reference Obligation(s): As specified under paragraph 19(v) above (viii) Applicable Credit Events: Bankruptcy, Failure to Pay, Obligation Acceleration, Obligation Default, Repudiation/Moratorium, Governmental Intervention and Restructuring. Grace Extension: Period Applicable Grace Period 30 calendar days (applicable under paragraph (b) of the definition thereof): Payment Requirement: Restructuring Type: U.S.$ 1,000,000 Restructuring Multiple Obligation: Holder (ix) (x) Modified Restructuring Maturity Limitation and Conditionally Transferable Obligation: Scheduled Termination Date: Notice of Publicly Available Information applicable to Conditions to Settlement: 4 November 2026 No
(xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii) Settlement Method: Fallback Settlement Method: Auction Settlement Amount: Cash Settlement Amount: Valuation Time: Quotation Amount: Minimum Quotation Amount: Cash Settlement Fallback Settlement Method at Issuer Option As per Condition 5.2F(b) As per the Definition set out in the Credit Linked Derivatives Annex Reference Entity Notional Amount (xviii) Physical Settlement Period: As per the Definition set out in the Credit Linked Derivatives Annex (xix) (xx) (xxi) Partial Cash Settlement Date: Accrued Interest: Reference Price: As per the Definition set out in the Credit Linked Derivatives Annex Exclude Accrued Interest As per the Definition set out in the Credit Linked Derivatives Annex (xxii) Reference Entity Notional The Specified Nominal Amount Amount: Amortising Obligation: (xxiii) All Guarantees: Reference Applicable (xxiv) Substitution of Reference Entities under Condition 5.2K (Succession Event)): (xxv) Participation CLN: (xxvi) Credit Event Backstop Date: Not Applicab~e (xxiii) Succession Event Backstop Date: (xxvii) Adjustment Dates: of Limitation Subject to adjustment in accordance with the Following Business Day Convention (xxviii) Obligation Category: Borrowed Money (xxix) Obligation Characteristics: Specified Currency: GHS and the Standard Specified Currencies (xxx) Deliverable Obligation Category: (xxxi) Deliverable Obligation Characteristics: 27. CURRENCY PROVISIONS Provisions of the Currency Annex: Applicable
PART A - Specified Terms for Disruption Fallbacks (i) (iii) Fallback Reference Price: Event Currency: Reference Currency: Calculation Agent Determination of Settlement Option Reference Currency GHS (iv) Currency Reference Dealer Specified Time: (v) (vi) Local Asset: Physical Settlement Date: (vii) Latest Permissible Physical Settlement Date: (viii) Reference Dealers and their respective Specified Offices: (ix) (x) (xi) (xii) (xiii) (xiv) Specified Amount: Specified Company: Specified : Specified Time: Valuation Date: Relevant Affiliate(s): Calculation Amount Two Business Days prior to the Settlement Date except (if applicable) Illiquidity Valuation Date (as defined in the Currency Annex) PART B- Disruption Event Terms Disruption Events (i) Applicable Disruption Events: Settlement/Custodial Event, Dual Exchange, General Inconvertibility, General Non Transferability, Governmental Authority Default, Illiquidity, Material Change in Circumstance, Nationalisation, Price Source Disruption, Specific Inconvertibility, Specific Non Transferability Order of remedy of Disruption Events if other than that set out in the Currency Annex: Disruption Fallbacks (i) (iii) Settlement/Custodial Event: Benchmark Obligation Default: Dual Exchange : Assignment of Claim against Custodian - Benchmark Obligation: the Reference Obligation Calculation Agent Determination of Settlement
(iv) General Inconvertibility: Currency Substitute I Settlement Postponement: Maximum Days of Disruption: 30 I Calculation Agent Determination of Settlement (v) General Non-Transferability: Currency Substitute I Settlement Postponement: Maximum Days of Di ruption: 30 I Calculation Agent Determination of Settlement (vi) Governmental Authority Default: Local Asset Substitute-Gross (Specified Value: Face Amount)/ Settlement Postponement: Maximum Days of Disruption: 30 I Calculation Agent Determination of Settlement (vii) Illiquidity: Calculation Agent Determination of Settlement Minimum Amount: GHS 1 Illiquidity Valuation Date (if applicable): Not Applicable ( ii) Material Circumstance: Change in Early Redemption (viii) (ix) (x) (xi) (xii) Nationalisation: Price Materiality: Price Source Disruption: Specific Inconvertibility: Specific Non-Transferability: Settlement Postponement: Maximum Days of Disruption: 30 I Assignment of Claim I Calculation Agent Determination of Settlement Calculation Agent Determination of Settlement Currency Substitute I Settlement Postponement: Maximum Days of Disruption: 30 I Calculation Agent Determination of Settlement Minimum Amount: GHS 1 Currency Substitute I Settlement Postponement: Maximum Days of Disruption: 30 I Calculation Agent Determination of Settlement LISTING AND ADMISSION TO TRADING APPLICATION These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the U.S.$3,500,000,000 Note Issuance Programme of ICBC Standard Bank Pic. RESPONSffiiLITY The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behal f of the Issuer: By:.. D.~.. ~..... Jk~ Duly authorised
PART C- OTHER INFORMATION 1. Listing 2. Ratings (i) Listing: Irish Stock Exchange Admission to trading: Application has been made for the Notes to be admitted to trading on the regulated market of the Irish Stock Exchange as of 6 April 2017 (iii) Estimate of total expenses related EUR 600 to admission to trading: Ratings: The Notes will not be rated. 3. Interests of Natural and Legal Persons Involved in the Issue So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 4. PERFORMANCE OF RATE(S) OF EXCHANGE Information on past and future performance and volatility of the USD/GHS exchange rate can be obtained from Bloomberg using "USDGHS <crncy> <GO>" OPERATIONAL INFORMATION 5. 6. 7. 8. ISIN: Common Code: Clearing System(s) and the relevant identification number(s): Delivery: XSI584118498 158411849 Euroclear and Clearstream Delivery against payment 9. Names and addresses of additional Paying Agent(s) (if any): DISTRIBUTION 10. Method of distribution: 11. Name of Dealer: 12. Name ofmanager(s): 13. Name of Distributor(s): 14. Name of placer(s): 15. Name of Stabilising Manager(s): Deutsche International Corporate Services (Ireland) Limited 6th Floor, Pinnacle 2 Eastpoint Business Park Dublin 3 Ireland Non-syndicated ICBC Standard Bank Pic GENERAL 16. The aggregate principal amount of Notes USD 9,095,719.91 issued has been translated into US dollars at the rate of GHS 4.52 for USD 1,
producing a sum of (for Notes not denominated in US dollars): 17. (i) Contingent Notes for US federal No income tax purposes: Address to which a US Holder of Contingent Notes can submit a request for schedule of projected amounts of payments on Contingent Notes: