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

(ii) off-market purchase(s) (if effected otherwise than on the SGX-ST or, as the case may be, Other Exchange) in accordance
with any equal access scheme(s) as may be determined or formulated by the Directors as they consider fit, which
scheme(s) shall satisfy all the conditions prescribed by the Companies Act,
and otherwise in accordance with all other laws and regulations and rules of the SGX-ST or, as the case may be, Other
Exchange as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally
(the “Share Purchase Mandate”);

(II) unless varied or revoked by the Bank in General Meeting, the authority conferred on the Directors of the Bank pursuant to the
Share Purchase Mandate may be exercised by the Directors at any time and from time to time during the period commencing
from the date of the passing of this Resolution and expiring on the earliest of:
(i) the date on which the next Annual General Meeting of the Bank is held;
(ii) the date by which the next Annual General Meeting of the Bank is required by law to be held; and
(iii) the date on which purchases and acquisitions of Ordinary Shares pursuant to the Share Purchase Mandate are carried out
to the full extent mandated;

(III) in this Resolution:

“Average Closing Price” means the average of the last dealt prices of an Ordinary Share for the five consecutive market days
on which the Ordinary Shares are transacted on the SGX-ST or, as the case may be, Other Exchange immediately preceding
the date of market purchase by the Bank or, as the case may be, the date of the making of the offer pursuant to the off-market
purchase, and deemed to be adjusted in accordance with the listing rules of the SGX-ST for any corporate action which occurs
after the relevant five-day period;

“date of the making of the offer” means the date on which the Bank announces its intention to make an offer for the
purchase or acquisition of Ordinary Shares from holders of Ordinary Shares, stating therein the purchase price (which shall not
be more than the Maximum Price) for each Ordinary Share and the relevant terms of the equal access scheme for effecting the
off-market purchase;

“Maximum Limit” means that number of Ordinary Shares representing 5% of the issued Ordinary Shares as at the date of the
passing of this Resolution (excluding treasury shares and subsidiary holdings (as defined in the Listing Manual of the SGX-ST)); and

“Maximum Price” in relation to an Ordinary Share to be purchased or acquired, means the purchase price (excluding
brokerage, commission, applicable goods and services tax and other related expenses) which shall not exceed:
(i) in the case of a market purchase of an Ordinary Share, 105% of the Average Closing Price of the Ordinary Shares; and
(ii) in the case of an off-market purchase of an Ordinary Share pursuant to an equal access scheme, 110% of the Average
Closing Price of the Ordinary Shares; and

(IV) the Directors of the Bank and/or any of them be and are hereby authorised to complete and do all such acts and things
(including executing such documents as may be required) as they and/or he may consider expedient or necessary to give
effect to the transactions contemplated and/or authorised by this Resolution.
Peter Yeoh
Secretary
Singapore
6 April 2018
290
OCBC ANNUAL REPORT 2017