My first Publication ocbc_ar17_fullreport_english | Page 290

NOTICE OF ANNUAL GENERAL MEETING Oversea-Chinese Banking Corporation Limited (Incorporated in Singapore) (Company Reg. No: 193200032W) (6) Mr Quah Wee Ghee (or for the account of such depository agent as he may direct) in respect of 6,000 Remuneration Shares; (7) Mr Pramukti Surjaudaja (or for the account of such depository agent as he may direct) in respect of 6,000 Remuneration Shares; (8) Mr Tan Ngiap Joo (or for the account of such depository agent as he may direct) in respect of 6,000 Remuneration Shares; (9) Dr Teh Kok Peng (or for the account of such depository agent as he may direct) in respect of 2,975 Remuneration Shares; and (10) Mr Wee Joo Yeow (or for the account of such depository agent as he may direct) in respect of 6,000 Remuneration Shares, as payment in part of their respective non-executive Directors’ remuneration for the financial year ended 31 December 2017, the Remuneration Shares to rank in all respects pari passu with the existing ordinary shares; and 6 (ii) any Director of the Bank or the Secretary be authorised to do all things necessary or desirable to give effect to the above. To re-appoint KPMG LLP as Auditors of the Bank and to authorise the Directors to fix their remuneration. As Special Business To consider and, if thought fit, to pass the following Resolutions which will be proposed as Ordinary Resolutions: 7 That authority be and is hereby given to the Directors of the Bank to: (I) (i) issue ordinary shares of the Bank (“ordinary shares”) whether by way of rights, bonus or otherwise; and/or (ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require ordinary shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into ordinary shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and (II) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue ordinary shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force, provided that: (1) the aggregate number of ordinary shares to be issued pursuant to this Resolution (including ordinary shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed 50 per cent. of the total number of issued ordinary shares of the Bank excluding treasury shares and subsidiary holdings (as calculated in accordance with paragraph (2) below), of which the aggregate number of ordinary shares to be issued other than on a pro rata basis to shareholders of the Bank (including ordinary shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed 10 per cent. of the total number of issued ordinary shares of the Bank excluding treasury shares and subsidiary holdings (as calculated in accordance with paragraph (2) below); 288 OCBC ANNUAL REPORT 2017