My first Publication ocbc_ar17_fullreport_english | Page 295

NOTICE OF ANNUAL GENERAL MEETING
Oversea-Chinese Banking Corporation Limited
(Incorporated in Singapore)
(Company Reg. No: 193200032W)
Ordinary Resolution 7
Resolution 7 is to authorise the Directors from the date of the forthcoming Annual General Meeting until the next Annual General
Meeting to issue ordinary shares of the Bank and/or to make or grant instruments (such as warrants or debentures) convertible into
ordinary shares (“Instruments”), and to issue ordinary shares in pursuance of such Instruments, up to a number not exceeding fifty
per cent. (50%) of the total number of issued ordinary shares of the Bank excluding treasury shares and subsidiary holdings, with
a sub-limit of ten per cent. (10%) for issues other than on a pro rata basis to shareholders of the Bank.
For the purpose of determining the aggregate number of ordinary shares that may be issued, 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 (1) 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 (2) any subsequent bonus issue, consolidation or subdivision of ordinary shares.
For the avoidance of doubt, any consolidation or subdivision of ordinary shares of the Bank will require shareholders’ approval. As at
7 March 2018 (the “Latest Practicable Date”), the Bank had 8,780,033 treasury shares and no subsidiary holdings.
The Directors will only issue ordinary shares and/or Instruments under this Resolution if they consider it necessary and in the interests
of the Bank.
Ordinary Resolution 8
Resolution 8 is to authorise the Directors to (i) offer and grant options, and allot and issue ordinary shares, in accordance with the
provisions of the OCBC Share Option Scheme 2001 (the “2001 Scheme”), and/or (ii) grant rights to acquire, and allot and issue, ordinary
shares in accordance with the provisions of the OCBC Employee Share Purchase Plan (the “Plan”). Although the Rules of the 2001
Scheme provide that the aggregate number of new ordinary shares which may be issued pursuant to the 2001 Scheme shall not exceed
10 per cent. (10%) of the total number of issued ordinary shares of the Bank from time to time, and the Rules of the Plan provide that
the aggregate number of new ordinary shares which may be issued pursuant to the Plan, when aggregated with the aggregate number
of new ordinary shares which may be issued pursuant to the 2001 Scheme, shall not exceed 15 per cent. (15%) of the total number of
issued ordinary shares of the Bank from time to time, Resolution 8 provides for a lower limit of 5 per cent. (5%) of the total number
of issued ordinary shares of the Bank excluding treasury shares and subsidiary holdings from time to time, as the Bank does not
anticipate that it will require a higher limit before the next Annual General Meeting.
Ordinary Resolution 9
Resolution 9 is to authorise the Directors to issue ordinary shares pursuant to the Oversea-Chinese Banking Corporation Limited Scrip
Dividend Scheme to members who, in respect of a qualifying dividend, have elected to receive scrip in lieu of the cash amount of that
qualifying dividend.
Ordinary Resolution 10
Resolution 10 is to renew the mandate to allow the Bank to purchase or otherwise acquire its issued ordinary shares, on the terms and
subject to the conditions set out in this Resolution.
The Bank intends to use its internal sources of funds to finance its purchase or acquisition of ordinary shares. The amount of financing
required for the Bank to purchase or acquire its ordinary shares, and the impact on the Bank’s financial position, cannot be ascertained
as at the date of this Notice as these will depend on whether the ordinary shares are purchased or acquired out of capital or profits of
the Bank, the number of ordinary shares purchased or acquired, the price at which such ordinary shares were purchased or acquired and
whether the ordinary shares purchased or acquired are held in treasury or cancelled.
BUILDING ON OUR CORPORATE STRATEGY FOR SUSTAINABLE GROWTH
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