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NOTICE OF ANNUAL GENERAL MEETING
Oversea-Chinese Banking Corporation Limited
(Incorporated in Singapore)
(Company Reg. No: 193200032W)
Ordinary Resolution 3
Resolution 3 is to re-elect a Director who is retiring under Article 104 of the Bank’s Constitution.
In relation to Resolution 3, there are no relationships (including immediate family relationships) between Mr Chua Kim Chiu and the
other Directors of the Bank.
Please refer to the “Board of Directors” section on page 14 and “Board Composition and Guidance” section in the Corporate Governance
Report on page 66 of the Annual Report 2017 for more information on this Director (including information, if any, on the relationships
between this Director and the Bank or its 10% shareholders).
Ordinary Resolution 5(a)
Resolution 5(a) is to authorise the payment of S$2,979,000 as Directors’ fees to the non-executive Directors of the Bank for the
financial year ended 31 December 2017 (“FY 2017”). This is lower than the amount of S$3,121,000 paid for the financial year ended
31 December 2016 largely because there were fewer meetings held during the year. The fees include pro-rated fees payable to
Dr Teh Kok Peng. Dr Teh ceased to be a Director of the Bank on 1 July 2017. Details of the Directors’ fee structure can be found on
page 68 of the Annual Report 2017.
Ordinary Resolution 5(b)
Resolution 5(b) is to authorise the Directors to issue ordinary shares of the Bank to the non-executive Directors as part of their
remuneration for FY 2017.
A non-executive Director of the Bank will be eligible for an award of ordinary shares if he has served for the entire FY 2017, with the
number of ordinary shares to be issued to a non-executive Director of the Bank who has served for less than the entire FY 2017 to be
pro-rated accordingly, based on the length of his service during FY 2017.
The non-executive Directors who are eligible for, and will receive, the award of ordinary shares as part of their remuneration for
FY 2017 are Mr Ooi Sang Kuang, Mr Chua Kim Chiu, Ms Christina Hon Kwee Fong (Christina Ong), Mr Lai Teck Poh, Dr Lee Tih Shih,
Mr Quah Wee Ghee, Mr Pramukti Surjaudaja, Mr Tan Ngiap Joo, Dr Teh Kok Peng and Mr Wee Joo Yeow.
It is proposed that, for FY 2017, 6,000 ordinary shares be issued to each non-executive Director named above (2016: 6,000 ordinary
shares), save that 1,693 ordinary shares are proposed to be issued to Mr Chua Kim Chiu (who was appointed as a non-executive Director
of the Bank on 20 September 2017) and 2,975 ordinary shares are proposed to be issued to Dr Teh Kok Peng (who stepped down as a
non-executive Director of the Bank on 1 July 2017). The proposed award of ordinary shares is in addition to the Directors’ fees in cash to
be proposed under Resolution 5(a).
The issue of ordinary shares under Resolution 5(b) will be made pursuant to Article 143 of the Constitution of the Bank by way of the
issue of bonus shares for which no consideration is payable. Such ordinary shares will, upon issue, rank pari passu with the existing
ordinary shares of the Bank. The Singapore Exchange Securities Trading Limited (the “SGX-ST”) has given in-principle approval for the
listing and quotation of such new ordinary shares. Such approval is subject to (a) compliance with the SGX-ST’s listing requirements,
and (b) shareholders’ approval for the issuance of such new ordinary shares in compliance with Listing Rule 804. The SGX-ST’s
in-principle approval is not to be taken as an indication of the merits of such new ordinary shares, the Bank and/or its subsidiaries.
The SGX-ST assumes no responsibility for the correctness of any of the statements or opinions made in this explanatory note to
Resolution 5(b).
The non-executive Directors (including Dr Teh Kok Peng) who will each, subject to shareholders’ approval, be awarded ordinary shares
as part of their remuneration for FY 2017, will abstain from voting in respect of, and will procure their associates to abstain from voting
in respect of, Resolution 5(b).
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OCBC ANNUAL REPORT 2017