My first Publication ocbc_ar17_fullreport_english | Page 291

NOTICE OF ANNUAL GENERAL MEETING
Oversea-Chinese Banking Corporation Limited
(Incorporated in Singapore)
(Company Reg. No: 193200032W)

(2) (subject to such manner of calculation and adjustments as may be prescribed by the Singapore Exchange Securities Trading
Limited (the “SGX-ST”)) for the purpose of determining the aggregate number of ordinary shares that may be issued under
paragraph (1) above, the total number of issued ordinary shares of the Bank excluding treasury shares and subsidiary holdings
shall be based on the total number of issued ordinary shares of the Bank excluding treasury shares and subsidiary holdings at
the time this Resolution is passed, after adjusting for:
(i) new ordinary shares arising from the conversion or exercise of any convertible securities or share options or vesting of
share awards which are outstanding or subsisting at the time this Resolution is passed; and
(ii) any subsequent bonus issue, consolidation or subdivision of ordinary shares,
and, in paragraph (1) above and this paragraph (2), “subsidiary holdings” has the meaning given to it in the Listing Manual of
the SGX-ST;
(3) in exercising the authority conferred by this Resolution, the Bank shall comply with the provisions of the Listing Manual of the
SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution for the time
being of the Bank; and
(4) (unless revoked or varied by the Bank in General Meeting) the authority conferred by this Resolution shall continue in force
until the conclusion of the next Annual General Meeting of the Bank or the date by which the next Annual General Meeting of
the Bank is required by law to be held, whichever is the earlier.
8 That authority be and is hereby given to the Directors of the Bank to:
(I) offer and grant options in accordance with the provisions of the OCBC Share Option Scheme 2001 (the “2001 Scheme”), and
allot and issue from time to time such number of ordinary shares of the Bank as may be required to be issued pursuant to the
exercise of options under the 2001 Scheme; and/or
(II) grant rights to acquire ordinary shares in accordance with the provisions of the OCBC Employee Share Purchase Plan (the
“Plan”), and allot and issue from time to time such number of ordinary shares of the Bank as may be required to be issued
pursuant to the exercise of rights to acquire ordinary shares under the Plan,
provided that the aggregate number of new ordinary shares to be issued pursuant to the 2001 Scheme and the Plan shall not
exceed 5 per cent. of the total number of issued ordinary shares of the Bank excluding treasury shares and subsidiary holdings
(as defined in the Listing Manual of the Singapore Exchange Securities Trading Limited) from time to time.
9 That authority be and is hereby given to the Directors of the Bank to allot and issue from time to time such number of ordinary
shares of the Bank as may be required to be allotted and issued pursuant to the Oversea-Chinese Banking Corporation Limited
Scrip Dividend Scheme.
10 That:

(I) for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore (the “Companies Act”), the exercise
by the Directors of the Bank of all the powers of the Bank to purchase or otherwise acquire issued ordinary shares of the Bank
(“Ordinary Shares”) not exceeding in aggregate the Maximum Limit (as hereafter defined), at such price or prices as may be
determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of:

(i) market purchase(s) on the Singapore Exchange Securities Trading Limited (the “SGX-ST”) and/or any other stock exchange
on which the Ordinary Shares may for the time being be listed and quoted (“Other Exchange”); and/or
BUILDING ON OUR CORPORATE STRATEGY FOR SUSTAINABLE GROWTH
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