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Standard Chartered PLC

Prospectus Feb 23, 2024

4648_prs_2024-02-23_b2484d7f-879c-4c3d-bc92-380981ab0797.pdf

Prospectus

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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 2023 (the "Base Prospectus", which definition includes the base prospectus and all information incorporated by reference therein), as supplemented by the supplementary prospectuses dated 28 July 2023, 4 September 2023, 26 October 2023 and 28 December 2023, 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) incorporate by reference the Annual Report 2023 of SCPLC, which includes the audited accounts of SCPLC, its subsidiaries and its subsidiary undertakings for the year ended 31 December 2023 (including the audit report thereon) (the "SCPLC Report");
  • (b) incorporate by reference SCB's annual report entitled "Directors' Report and Financial Statements 2023", which includes the audited accounts of SCB, its subsidiaries and its

subsidiary undertakings for the year ended 31 December 2023 (including the audit report thereon) (the "SCB Report");

  • (c) incorporate by reference the announcement by SCPLC dated 16 February 2024 entitled "Standard Chartered PLC announces changes to its board and committees" (the "SCPLC Board Announcement");
  • (d) update certain details relating to the directors of SCB; and
  • (e) update the no significant, and no material adverse, change statements of SCPLC and SCB in the Base Prospectus.

2. NEW DOCUMENTS INCORPORATED BY REFERENCE

The SCPLC Report, the SCB Report and the SCPLC Board Announcement, which have been (a) previously published and (b) filed with the FCA, are hereby incorporated in, and form part of, this Supplementary Prospectus.

3. CHANGES TO THE BOARD OF DIRECTORS OF SCB

Diane Jurgens has been appointed as an independent non-executive director of SCB with effect from 1 March 2024.

Diane's principal outside activities, where significant to SCB, are as follows:

Dean's Advisory Board member at the University of Washington College of Engineering.

Gay Huey Evans, an independent non-executive director of SCB, will retire from the board of SCB with effect from 29 February 2024.

4. GENERAL INFORMATION

There has been no significant change in the financial performance or financial position of SCPLC and its subsidiaries since 31 December 2023, 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 SCPLC Report). There has been no material adverse change in the prospects of SCPLC and its subsidiaries since 31 December 2023, being the date of its last published audited financial statements (as set out in the SCPLC Report).

There has been no significant change in the financial performance or financial position of SCB and its subsidiaries since 31 December 2023, being the end of the last financial period for which financial information of SCB and its subsidiaries has been published (as set out in the SCB Report). There has been no material adverse change in the prospects of SCB and its subsidiaries since 31 December 2023, being the date of its last published audited financial statements (as set out in the SCB Report).

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 prospectuses dated 28 July 2023, 4 September 2023, 26 October 2023 and 28 December 2023, the statements in (a) above will prevail.

Save as disclosed in this Supplementary Prospectus or the supplementary prospectuses dated 28 July 2023, 4 September 2023, 26 October 2023 and 28 December 2023, 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.

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