Standard Chartered PLC — Capital/Financing Update 2021

Nov 3, 2021

Standard Chartered PLC

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

Standard Chartered Bank

(Incorporated with limited liability in England by Royal Charter with reference number ZC18)

U.S.\$77,500,000,000 Debt Issuance Programme

This supplement (the "Supplementary Prospectus", which definition shall include all information incorporated by reference herein) to the base prospectus dated 15 June 2021 (the "Base Prospectus", which definition includes the base prospectus and all information incorporated by reference therein), as supplemented by the supplementary prospectus dated 11 August 2021, constitutes a supplementary prospectus for the purposes of Article 23 of Regulation (EU) 2017/1129 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), and is prepared in connection with the U.S.\$77,500,000,000 Debt Issuance Programme (the "Programme") established by Standard Chartered PLC ("SCPLC") and Standard Chartered Bank ("SCB") (each of SCPLC and SCB in such capacity an "Issuer" and together the "Issuers"). Terms defined in the Base Prospectus have the same meaning when used in this Supplementary Prospectus.

This Supplementary Prospectus is supplemental to, updates, must be read in conjunction with, and forms part of, the Base Prospectus and any other supplements to the Base Prospectus issued by the Issuers from time to time.

This Supplementary Prospectus has been approved by the FCA, as the United Kingdom competent authority under the UK Prospectus Regulation, as a supplement to the Base Prospectus in compliance with the UK Prospectus Regulation.

The Issuers accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of the Issuers, the information contained in this Supplementary Prospectus is in accordance with the facts and makes no omission likely to affect its import.

1. Purpose of this Supplementary Prospectus

The purpose of this Supplementary Prospectus is to:

• (a) update the Base Prospectus to reflect updates to:
  • (i) the section of the Base Prospectus entitled: "—Risk Factors—Operational and technology, reputational and substantiality, compliance (including legal) and conduct risks—The Group is exposed to penalties or loss through a failure to comply with laws or regulations" on pages 37 and 38; and
  • (ii) the section of the Base Prospectus entitled "General Information" on page 212;
• (b) incorporate by reference:
  • (i) the interim management statement for the third quarter of 2021 announced by SCPLC on 2 November 2021 (the "Interim Management Statement"); and
  • (ii) the document entitled "Standard Chartered PLC Pillar 3 Disclosures 30 September 2021" released by SCPLC on 2 November 2021 (the "Updated Pillar 3 Disclosures"); and
• (c) update the no significant change statement of SCPLC and its subsidiaries on page 211 of the Base Prospectus.

2. Updates to Risk Factors and General Information Sections

• (a) The bullet points beginning "In October 2020" and "Since 2014" set out in paragraph 5.4 of the section of the Base Prospectus entitled: "Risk Factors—Operational and technology, reputational and sustainability, compliance (including legal) and conduct risks—The Group is exposed to penalties or loss through a failure to comply with laws or regulations" on pages 37 and 38, and in paragraph 5 of the section of the Base Prospectus entitled "General Information" on page 212 are hereby deleted and replaced with the following:
  • Since 2020, two lawsuits have been filed in the English High Court against SCPLC on behalf of more than 300 shareholders in relation to alleged untrue and/or misleading statements and/or omissions in information published by SCPLC in its rights issue prospectuses of 2008, 2010 and 2015 and/or public statements regarding the Group's historic sanctions, money laundering and financial crime compliance

issues. These lawsuits have been brought under sections 90 and 90A of the Financial Services and Markets Act 2000. Section 90 permits shareholders to pursue a claim if they acquire shares, and suffer loss, as a result of misleading statements in, or omissions of material information from, a prospectus or listing particulars. Section 90A permits shareholders to pursue a claim if they acquire, hold or dispose of shares in reliance upon an untrue or misleading statement in, or dishonest omission of required information from published information, or if there has been a dishonest delay in publishing relevant information. These lawsuits are at an early procedural stage.

Since 2014, the Group has been named as a defendant in a series of lawsuits that have been filed in the United States District Courts for the Southern and Eastern Districts of New York against a number of banks (including Standard Chartered Bank and its affiliates) on behalf of plaintiffs who are, or are relatives of, victims of various terrorist attacks in Iraq and Afghanistan. The most recent lawsuit was filed in August 2021 and concerns terrorist attacks that occurred in Afghanistan between 2011 and 2016. The plaintiffs in each of these lawsuits have alleged that the defendant banks aided and abetted the unlawful conduct of U.S. sanctioned parties in breach of the U.S. Anti-Terrorism Act. While the courts have ruled in favour of the banks' motions to dismiss in five of these lawsuits, plaintiffs' have appealed or are expected to appeal against certain of these judgements. The remaining cases are at an early procedural stage and, except for the lawsuit filed in August 2021, have been stayed pending the outcomes of the appeals in the dismissed cases. None of these lawsuits have specified the amount of damages claimed.

(b) A new paragraph is inserted immediately below the bullet above beginning "Since 2014" in paragraph 5.4 of the section of the Base Prospectus entitled "Risk Factors—Operational and technology, reputational and sustainability, compliance (including legal) and conduct risks—The Group is exposed to penalties or loss through a failure to comply with laws or regulations" and in paragraph 5 of the section of the Base Prospectus entitled "General Information" as follows:

It is not currently possible for the Group to predict the outcome of these lawsuits.

3. New Documents Incorporated by Reference

The following documents, which have been (a) previously published and (b) filed with the FCA, are hereby incorporated in, and form part of, this Supplementary Prospectus:

• 1. the Interim Management Statement; and
• 1. the Updated Pillar 3 Disclosures.

4. General Information

There has been no significant change in the financial performance or financial position of SCPLC and its subsidiaries since 30 September 2021, being the end of the last financial period for which financial information of SCPLC and its subsidiaries has been published (as set out in the Interim Management Statements). There has been no material adverse change in the prospects of SCPLC since 31 December 2020, being the date of its last published audited financial statements.

5. General

Copies of the documents incorporated by reference in this Supplementary Prospectus 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-newshome.html and are available, during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted), for inspection at the registered office of the Issuers and at the office of the Issuing and Paying Agent, as set out in the Base Prospectus. This Supplementary Prospectus and copies of the documents incorporated by reference in this Supplementary Prospectus will be available for so long as any Notes are outstanding under the Programme at the website of SCPLC at: https://www.sc.com/en/investors/.

To the extent that any document or information incorporated by reference in this Supplementary Prospectus itself incorporates any document or information by reference, either expressly or impliedly, such document or information will not form part of this Supplementary Prospectus for the purposes of the UK Prospectus Regulation, except where such document or information is stated within this Supplementary Prospectus as specifically being incorporated by reference or where this Supplementary Prospectus is specifically defined as including such information. The websites which are referred to in the documents which are incorporated by reference into this Supplementary Prospectus do not form part of this Supplementary Prospectus for the purposes of the UK Prospectus Regulation.

To the extent that there is any inconsistency between: (a) any statement in this Supplementary Prospectus or any statement incorporated by reference into this Supplementary Prospectus; and (b) any other statement in or incorporated by reference into the Base Prospectus or the supplementary prospectus dated 11 August 2021, the statements in (a) above will prevail.

Save as disclosed in this Supplementary Prospectus or the supplementary prospectus dated 11 August 2021, there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus.