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Standard Chartered PLC Capital/Financing Update 2022

Mar 4, 2022

4648_prs_2022-03-04_4e30a5a1-ce82-4871-a0ae-efaaf5a02ab4.pdf

Capital/Financing Update

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SUPPLEMENTARY PROSPECTUS DATED 4 MARCH 2022

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 prospectuses dated 11 August 2021, 3 November 2021, 4 January 2022 and 18 February 2022, 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 the section of the Base Prospectus entitled: "Risk Factors— Risks relating to the Group and its business operationsThe Group is exposed to geopolitical risks" on pages 22 and 23; and
  • (b) incorporate by reference the announcement by SCPLC dated 2 March 2022 entitled "Standard Chartered PLC Announces Changes to its Board".

2. Risk Factors

A new paragraph is inserted immediately above the bullet beginning "The Group derives significant" in paragraph 1.4 of the section of the Base Prospectus entitled: "Risk Factors—Risks relating to the Group and its business operationsThe Group is exposed to geopolitical risks" on page 22 as follows:

Tensions between Russia, the U.S. and a number of European states have heightened significantly as a result of Russia's presence in Ukraine, and the escalation of hostilities between Russia and Ukraine. Although the Group's exposure to the region is limited, the current conflict between Russia and Ukraine has the potential to escalate further and this could result in elevated geopolitical instability, trade restrictions, disruptions to global supply chains, increases in energy prices with flow-on global inflationary impacts, and a potential adverse impact on markets and a downturn in the global economy. Beginning in February 2022, the EU, UK and the U.S., in a coordinated effort joined by several other countries, imposed a variety of new sanctions with respect to certain regions of Ukraine, Russia and various Russia-related parties as a result of these escalating tensions and Russia's invasion of Ukraine, which may have an impact on the Group's business and operations as well as impact the regional and global economic environment.

3. New document incorporated by reference

The announcement by SCPLC dated 2 March 2022 entitled "Standard Chartered PLC Announces Changes to its Board" (by which SCPLC announced, among other things, that (i) Shirish Apte and Robin Lawther will be joining the Board of Directors of SCPLC as independent non-executive directors with effect from 4 May 2022 and 1 July 2022 respectively; (ii) Naguib Kheraj, Deputy Chairman and Chair of the Board Risk Committee, will retire from the Board of Directors of

SCPLC on 30 April 2022 and (iii) Christine Hodgson, Senior Independent Non-Executive Director and Chair of the Remuneration Committee, will stand for re-election at the 2022 SCPLC annual general meeting with the intention that she steps down from the Board of Directors in September 2022), which has been (a) previously published and (b) filed with the FCA, is hereby incorporated in, and forms part of, this Supplementary Prospectus.

4. General

Copies of the document 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-news-home.html and is 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 document 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 prospectuses dated 11 August 2021, 3 November 2021, 4 January 2022 and 18 February 2022, the statements in (a) above will prevail.

Save as disclosed in this Supplementary Prospectus or the supplementary prospectuses dated 11 August 2021, 3 November 2021, 4 January 2022 and 18 February 2022, 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.