Prospectus • Jul 31, 2025
Prospectus
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(Incorporated as a public limited company in England and Wales with registered number 966425)
(Incorporated with limited liability in England by Royal Charter with reference number ZC18)
This supplement (the "Supplementary Prospectus", which definition shall include all information incorporated by reference herein) to the base prospectus dated 23 April 2025 (the "Base Prospectus", which definition includes the base prospectus and all information incorporated by reference therein), as supplemented by the supplementary prospectus dated 2 May 2025, 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.
The purpose of this Supplementary Prospectus is to:
(a) incorporate by reference the unaudited interim report of SCPLC, its subsidiaries and its subsidiary undertakings in respect of the six month period ended 30 June 2025 (the "SCPLC HY 2025 Report");
The SCPLC HY 2025 Report and the SCB HY 2025 Report, which have been (a) previously published and (b) filed with the FCA, are hereby incorporated in, and form part of, this Supplementary Prospectus.
The following wording shall be added after the last paragraph on page 127 to the Base Prospectus:
On 29 July 2025, SCPLC announced the appointment of Jason Forrester (56) as its new Group Chief Risk Officer, subject to regulatory approval, after which a formal start date will be agreed. Jason joined SCPLC five years ago and is currently Co-Head, Chief Risk Officer, Corporate and Investment Banking. He will be based in London and will report directly to Group Chief Executive, Bill Winters, and become a member of the Group's Management Team. He previously worked at Credit Suisse for 21 years in a variety of senior risk and finance management roles in the Americas, Europe, and Asia and has extensive experience across financial and non-financial risk alongside deep client expertise. Jason replaces Sadia Ricke, who has decided to leave the Group. Sadia is expected to leave at the end of this year following a period of transition to ensure an orderly handover. Sadia will remain on the SCB U.S. risk committee as a non-executive director, subject to regulatory approval."
There has been no significant change in the financial performance or financial position of SCPLC and its subsidiaries since 30 June 2025, 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 HY 2025 Report). There has been no material adverse change in the prospects of SCPLC and its subsidiaries since 31 December 2024, being the date of its last published audited financial statements.
There has been no significant change in the financial performance or financial position of SCB and its subsidiaries since 30 June 2025, 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 HY 2025 Report). There has been no material adverse change in the prospects of SCB and its subsidiaries since 31 December 2024, being the date of its last published audited financial statements.
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 2 May 2025, the statements in (a) above will prevail.
Save as disclosed in this Supplementary Prospectus or the supplementary prospectus dated 2 May 2025, 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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