Notice of Annual General Meeting
Oversea-Chinese Banking Corporation Limited (Incorporated in Singapore)
Company Registration Number: 193200032W
NOTICE IS HEREBY GIVEN that the Eighty-Ninth Annual General Meeting of Oversea-Chinese Banking Corporation Limited (the Bank) will be held at Sands Expo & Convention Centre, Level 4, Roselle and Simpor Ballrooms, 10 Bayfront Avenue, Singapore 018956, on Thursday, 16 April 2026 at 2.00 p.m. to transact the following business:
As Routine BusinessTo receive and consider the Directors' statement and audited financial statements for the financial year ended 31 December 2025 and the report of the Auditor thereon.
To re-elect the following Directors retiring by rotation:
Mr Andrew Lee Kok Keng
Prof Lee Tih Shih
Ms Tan Yen Yen will also be retiring by rotation at the Eighty-Ninth Annual General Meeting but will not be offering herself for re-election.
To re-elect Mrs Tan Ching Yee, a Director retiring under Article 104 of the Bank's Constitution.
To approve a final one-tier tax exempt dividend of 42 cents per ordinary share and a special one-tier tax exempt dividend of 16 cents per ordinary share, in respect of the financial year ended 31 December 2025.
To approve the remuneration of the non-executive Directors of the Bank for the financial year ended 31 December 2025 comprising the following:
Directors' remuneration of $4,101,986 (2024: $4,203,548).
6,000 ordinary shares of the Bank for each non-executive Director of the Bank who has served for the entire financial year ended 31 December 2025 (2024: 6,000 ordinary shares), pro-rated for each non-executive Director of the Bank who has served for less than the entire financial year ended 31 December 2025, based on the length of his/her service during that financial year, and for this purpose to pass the following Resolution with or without amendments as an Ordinary Resolution:
That:
pursuant to Article 143 of the Constitution of the Bank, the Directors of the Bank be and are hereby authorised to allot and issue an aggregate of 55,758 ordinary shares of the Bank (the Remuneration Shares) as bonus shares for which no consideration is payable, to The Central Depository (Pte) Limited for the account of:
Mr Andrew Lee Kok Keng (or for the account of such depository agent as he may direct) in respect of 6,000 Remuneration Shares;
Ms Chong Chuan Neo (or for the account of such depository agent as she may direct) in respect of 6,000 Remuneration Shares;
Mr Chua Kim Chiu (or for the account of such depository agent as he may direct) in respect of 6,000 Remuneration Shares;
Dr Andrew Khoo Cheng Hoe (or for the account of such depository agent as he may direct) in respect of 6,000 Remuneration Shares;
Prof Lee Tih Shih (or for the account of such depository agent as he may direct) in respect of 6,000 Remuneration Shares;
Ms Christina Hon Kwee Fong (Christina Ong) (or for the account of such depository agent as she may direct) in respect of 756 Remuneration Shares;
Mr Lian Wee Cheow (or for the account of such depository agent as he may direct) in respect of 6,000 Remuneration Shares;
Mr Seck Wai Kwong (or for the account of such depository agent as he may direct) in respect of 6,000 Remuneration Shares;
Mr Pramukti Surjaudaja (or for the account of such depository agent as he may direct) in respect of 6,000 Remuneration Shares;
Mrs Tan Ching Yee (or for the account of such depository agent as she may direct) in respect of 1,002 Remuneration Shares; and
Ms Tan Yen Yen (or for the account of such depository agent as she 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 2025, the Remuneration Shares to rank in all respects pari passu with the existing ordinary shares; and
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 PricewaterhouseCoopers LLP as Auditor of the Bank and to authorise the Directors to fix its remuneration.
As Special BusinessTo consider and, if thought fit, to pass the following Resolutions which will be proposed as Ordinary Resolutions:
That authority be and is hereby given to the Directors of the Bank to:
(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
(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:
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);
(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:
new ordinary shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which were issued and are outstanding or subsisting at the time this Resolution is passed; and
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;
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
(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.
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.
That:
for the purposes of Sections 76C and 76E of the Companies Act 1967 (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:
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
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);
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:
the date on which the next Annual General Meeting of the Bank is held;
the date by which the next Annual General Meeting of the Bank is required by law to be held; and
the date on which purchases and acquisitions of Ordinary Shares pursuant to the Share Purchase Mandate are carried out to the full extent mandated;
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 the 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 during the relevant five-day period and the date of the 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;
"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 per cent. 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, whether pursuant to a market purchase or an off-market purchase, 105 per cent. of the Average Closing Price of the Ordinary Shares; and
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
24 March 2026
Notes:Format of Meeting
The Annual General Meeting will be held, in a wholly physical format, at Sands Expo & Convention Centre, Level 4, Roselle and Simpor Ballrooms, 10 Bayfront Avenue, Singapore 018956, on Thursday, 16 April 2026 at 2.00 p.m.. Shareholders, including CPF and SRS investors, and (where applicable) duly appointed proxies and representatives will be able to ask questions and vote at the Annual General Meeting by attending the Annual General Meeting in person. There will be no option for shareholders to participate virtually.
Printed copies of this Notice, the accompanying proxy form and the request form will be sent by post to members. These documents will also be published on the Bank's website at the URL https://www.ocbc.com/group/investors/annual-report-and-agm.page and the SGX website at the URL https://www.sgx.com/securities/company-announcements.
Presentation by Management
A presentation by Management on the Group's financial performance will commence at 1.00 p.m. and end at 1.45 p.m. on Thursday, 16 April 2026, prior to the commencement of the Annual General Meeting.
Appointment of Proxy(ies)
(a) A member who is not a relevant intermediary is entitled to appoint not more than two proxies to attend, speak and vote at the Annual General Meeting. Where such member's instrument appointing a proxy(ies) appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the instrument.
(b) A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the Annual General Meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member's instrument appointing a proxy(ies) appoints more than two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the instrument.
"Relevant intermediary" has the meaning ascribed to it in Section 181 of the Companies Act 1967.
A member who wishes to appoint a proxy(ies) must complete the instrument appointing a proxy(ies), before submitting it in the manner set out below.
A proxy need not be a member of the Bank. A member may choose to appoint the Chairman of the Meeting as his/her/its proxy.
The instrument appointing a proxy(ies) must be submitted to the Bank in the following manner:
if submitted personally or by post, be lodged with the Bank's Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632; or
if submitted electronically, be submitted via email to the Bank's Share Registrar at srs.proxy@boardroomlimited.com,
and in each case, must be lodged or received (as the case may be) not less than 72 hours before the time appointed for holding the Annual General Meeting.
CPF and SRS investors:
may vote at the Annual General Meeting if they are appointed as proxies by their respective CPF Agent Banks or SRS Operators, and should contact their respective CPF Agent Banks or SRS Operators if they have any queries regarding their appointment as proxies; or
may appoint the Chairman of the Meeting as proxy to vote on their behalf at the Annual General Meeting, in which case they should approach their respective CPF Agent Banks or SRS Operators to submit their votes by 5.00 p.m. on 6 April 2026.
Submission of Questions
Shareholders, including CPF and SRS investors, may submit substantial and relevant questions related to the resolutions to be tabled for approval at the Annual General Meeting in advance of the Annual General Meeting:
via email to the Bank at OCBCAGM2026@ocbc.com; or
by post to the Bank at OCBC Bank, Group Secretariat, 65 Chulia Street, #08-00 OCBC Centre, Singapore 049513.
When submitting questions via email or by post, shareholders should also provide the following details: (i) the shareholder's full name; (ii) the shareholder's address; and (iii) the manner in which the shareholder holds shares in the Bank (e.g., via CDP, CPF, SRS and/or scrip), for identification purposes.
All questions submitted in advance must be received by 5.00 p.m. on 6 April 2026.
The Bank will address all substantial and relevant questions received from shareholders by the 6 April 2026 deadline by publishing its responses to such questions on the Bank's website at the URL https://www.ocbc.com/group/investors/ annual-report-and-agm.page and the SGX website at the URL https://www.sgx.com/securities/company-announcements at least 48 hours prior to the closing date and time for the lodgement/receipt of instruments appointing a proxy(ies). The Bank will respond to questions or follow-up questions received after the 6 April 2026 deadline either within a reasonable timeframe
before the Annual General Meeting, or at the Annual General Meeting itself. Where substantially similar questions are received, the Bank will consolidate such questions and consequently not all questions may be individually addressed.
Shareholders, including CPF and SRS investors, and (where applicable) duly appointed proxies and representatives can also ask the Chairman of the Meeting substantial and relevant questions related to the resolutions to be tabled for approval at the Annual General Meeting, at the Annual General Meeting itself.
Access to Documents
The Annual Report for the financial year ended 31 December 2025 (the 2025 Annual Report) and the Letter to Shareholders dated 24 March 2026 (in relation to the proposed renewal of the share purchase mandate) (the Letter to Shareholders) may be accessed at the Bank's website at the URL https://www.ocbc.com/group/investors/annual-report-and-agm.page as follows:
the 2025 Annual Report may be accessed by clicking on the links for "2025 Annual Report - English PDF" or "2025 Annual Report - Chinese PDF" (as appropriate); and
the Letter to Shareholders may be accessed by clicking on the link for "Letter to shareholders dated 24 March 2026".
The above documents may also be accessed at the SGX website at the URL https://www.sgx.com/securities/company-announcements.
A member who wishes to request for a printed copy of the 2025 Annual Report and the Letter to Shareholders may do so by completing and submitting the request form sent to them by post together with printed copies of this Notice and the accompanying proxy form, or otherwise made available on the Bank's website at the URL https://www.ocbc.com/group/ investors/annual-report-and-agm.page and the SGX website at the URL https://www.sgx.com/securities/company-announcements, by 6 April 2026.
Personal Data Privacy:By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, a member of the Bank (i) consents to the collection, use and disclosure of the member's personal data by the Bank (or its agents or service providers) for the purpose of the processing, administration and analysis by the Bank (or its agents or service providers) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Bank (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines (collectively, the Purposes), (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Bank (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Bank (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Bank in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.
Explanatory Notes on Routine and Special Business Ordinary Resolutions 2(a) and (b)Resolutions 2(a) and (b) are to re-elect Directors who are retiring by rotation.
For more information on these Directors (including information as set out in Appendix 7.4.1 of the Listing Manual of the Singapore Exchange Securities Trading Limited (the SGX-ST)), please refer to the "Our Board - Biographies" section on pages 257 and 259, the "Board Composition and Guidance" section in the Corporate Governance Report on pages 55 and 56, and the "Additional Information on Directors Seeking Re-Election" section on pages 70 to 73 of the 2025 Annual Report.
Ordinary Resolution 3Resolution 3 is to re-elect a Director who is retiring under Article 104 of the Bank's Constitution.
For more information on this Director (including information as set out in Appendix 7.4.1 of the Listing Manual of the SGX-ST), please refer to the "Our Board - Biographies" section on page 261, the "Board Composition and Guidance" section in the Corporate Governance Report on pages 55 and 56, and the "Additional Information on Directors Seeking Re-Election" section on pages 70 to 73 of the 2025 Annual Report.
Ordinary Resolution 5(a)Resolution 5(a) is to authorise the payment of $4,101,986 as Directors' remuneration to the non-executive Directors of the Bank for the financial year ended 31 December 2025 (FY 2025). This is lower than the amount of $4,203,548 paid for the financial year ended 31 December 2024.
Details of the Directors' fee structure and the breakdown of the Directors' remuneration for FY 2025 can be found on pages 58 and 61 of the 2025 Annual Report.
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 2025.
A non-executive Director of the Bank will be eligible for an award of ordinary shares if he/she has served in FY 2025, 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 2025 to be
pro-rated accordingly, based on the length of his/her service during FY 2025.
The non-executive Directors who are eligible for, and will receive, the award of ordinary shares as part of their remuneration for FY 2025 are Mr Andrew Lee Kok Keng, Ms Chong Chuan Neo, Mr Chua Kim Chiu, Dr Andrew Khoo Cheng Hoe, Prof Lee Tih Shih,
Ms Christina Hon Kwee Fong (Christina Ong), Mr Lian Wee Cheow, Mr Seck Wai Kwong, Mr Pramukti Surjaudaja, Mrs Tan Ching Yee and Ms Tan Yen Yen.
It is proposed that, for FY 2025, 6,000 ordinary shares be issued to each non-executive Director named above (2024: 6,000 ordinary shares), save that 1,002 ordinary shares are proposed to be issued to Mrs Tan Ching Yee (who was appointed as a non-executive Director of the Bank on 1 November 2025) and 756 ordinary shares are proposed to be issued to Ms Christina Hon Kwee Fong (Christina Ong) (who stepped down as a non-executive Director of the Bank on 15 February 2025). The proposed award of ordinary shares is in addition to the Directors' remuneration 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 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 guidelines, and (b) shareholders' approval for the proposed allotment 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 Ms Christina Hon Kwee Fong (Christina Ong)) who will each, subject to shareholders' approval, be awarded ordinary shares as part of their remuneration for FY 2025, will abstain from voting in respect of, and will procure their associates to abstain from voting in respect of, Resolution 5(b). The Bank will disregard any votes cast by such persons in respect of their shareholdings on Resolution 5(b).
Ordinary Resolution 7Resolution 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 50 per cent. of the total number of issued ordinary shares of the Bank excluding treasury shares and subsidiary holdings, with a sub-limit of 10 per cent. 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 (a) new ordinary shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which were issued and are outstanding or subsisting at the time this Resolution is passed, and (b) 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 25 February 2026 (the Latest Practicable Date) the Bank had 10,523,722 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 8Resolution 8 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 9Resolution 9 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.
Based on the existing issued ordinary shares of the Bank as at the Latest Practicable Date, the purchase by the Bank of 5 per cent. of its issued ordinary shares (disregarding the ordinary shares held in treasury) will result in the purchase or acquisition of 224,545,625 ordinary shares.
In the case of both market purchases and off-market purchases by the Bank and assuming that the Bank purchases or acquires the 224,545,625 ordinary shares at the Maximum Price of $22.58 for one ordinary share (being the price equivalent to 5 per cent. above the Average Closing Price of the ordinary shares traded on the SGX-ST for the five consecutive market days immediately preceding the Latest Practicable Date), the maximum amount of funds required for the purchase or acquisition of 224,545,625 ordinary shares is approximately $5,070.24 million.
The financial effects of the purchase or acquisition of such ordinary shares by the Bank pursuant to the proposed Share Purchase Mandate on the audited financial statements of the Group and the Bank for FY 2025 based on these assumptions are set out in paragraph 2.7 of the Letter to Shareholders.
Please refer to the Letter to Shareholders for more details.