Oversea Chinese Banking : OCBC 5.520% Subordinated Notes due 2034

OCBC 5.520% Subordinated Notes due 2034

1. Pricing Supplement
2. Term and Conditions as extracted from the Offering Memorandum relating to the Global Medium Term Note Programme dated 18 April 2024

EXECUTION VERSION

IMPORTANT NOTICE

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE NON-U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) PURCHASING THE SECURITIES OUTSIDE THE UNITED STATES ("U.S.") IN AN OFFSHORE TRANSACTION IN RELIANCE ON REGULATION S.

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NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THIS PRICING SUPPLEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.

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Pricing Supplement dated 13 May 2024

OVERSEA-CHINESE BANKING CORPORATION LIMITED

(acting through its registered office in Singapore)

Issue of U.S.$500,000,000 5.520 per cent. Subordinated Notes due 2034

under the Oversea-Chinese Banking Corporation Limited

U.S.$30,000,000,000 Global Medium Term Note Programme

This document constitutes the Pricing Supplement relating to the issue of Notes described herein.

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes other than the Perpetual Capital Securities (the "Conditions") set forth in the Offering Memorandum dated 18 April 2024 (the "Offering Memorandum"). This Pricing Supplement, together with the information set out in the Schedules hereto, contains the final terms of the Notes and must be read in conjunction with such Offering Memorandum.

Where interest, discount income, early redemption fee or redemption premium is derived from any of the Notes by any person who is not resident in Singapore and who carries on any operations in Singapore through a permanent establishment in Singapore, the tax exemption available for qualifying debt securities (subject to certain conditions) under the Income Tax Act 1947 of Singapore (the "Income Tax Act"), shall not apply if such person acquires such Notes using the funds and profits of such person's operations through a permanent establishment in Singapore. Any person whose interest, discount income, early redemption fee or redemption premium derived from the Notes is not exempt from tax (including for the reasons described above) shall include such income in a return of income made under the Income Tax Act.

Pursuant to the Financial Services and Markets Act 2022 of Singapore (the "FSM Act") and the Financial Services and Markets (Resolution of Financial Institutions) Regulations 2024, the Subordinated Notes would be eligible instruments (as defined in the FSM Act). Accordingly, should a bail-in certificate (as defined in the FSM Act) be issued, Subordinated Notes may be subject to cancelation, modification, conversion and/or change in form, as set out in such bail-in certificate.

UK MiFIR PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ECPS ONLY

TARGET MARKET - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in the UK MiFIR; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no

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key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Paragraph 21 of the Hong Kong SFC Code of Conduct - As paragraph 21 of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission applies to this offering of Notes, prospective investors should refer to the section on " Important Notice - Important Notice to Prospective Investors" appearing on pages 1 to 2 of the Offering Memorandum, and CMIs (as defined in the Offering Memorandum) should refer to the section on "Plan of Distribution - Important Notice to CMIs (including private banks)" appearing on pages 429 to 431 of the Offering Memorandum.

1	Issuer:		Oversea-Chinese Banking Corporation Limited
			(acting through its registered office in Singapore)
2	(i)	Series Number:	60
	(ii)	Tranche Number:	001
3	Specified Currency or Currencies:	United States dollars ("U.S.$")
4	Aggregate Principal Amount:
	(i)	Series:	U.S.$500,000,000
	(ii)	Tranche:	U.S.$500,000,000
5	Issue Price:	100.00% of the Aggregate Principal Amount
6	(i)	Specified Denominations:	U.S.$200,000 and, in excess thereof, integral
			multiples of U.S.$1,000
	(ii)	Calculation Amount:	U.S.$1,000
7	(i)	Issue Date:	21 May 2024
	(ii)	Interest Commencement Date:	Issue Date
	(iii)	Trade Date:	13 May 2024
	(iv)	First Call Date:	21 May 2029
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Maturity Date:	21 May 2034
Interest Basis:	Fixed Rate, subject to paragraph 16(i) below
	(further particulars specified below)
Redemption/Payment Basis:	Redemption at par
Change of Interest or Redemption/	Applicable, see paragraph 16(i) below
Payment Basis:
Put/Call Options:	Issuer Call
	(further particulars specified below)
Listing:	SGX-ST
Status of Notes:	Subordinated
Method of distribution:	Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16 Fixed Rate Note Provisions

1. Rate(s) of Interest:

Applicable

5.520% per annum payable semi-annually in arrear from (and including) the Interest Commencement Date to (but excluding) the First Call Date (as specified in paragraph 7(iv)).

From (and including) the First Call Date to (but excluding) the Maturity Date, at a fixed rate per annum (expressed as a percentage) equal to the aggregate of (a) the then-prevailing US Treasury Rate and (b) the Initial Spread. If such fixed rate in the aggregate is negative, it shall be deemed to be 0 per cent.

For the purposes of this Pricing Supplement:

"Calculation Business Day" means any day, excluding a Saturday and a Sunday, on which banks are open for general business (including dealings in foreign currencies) in New York City and Singapore.

"Calculation Date" means the second Calculation Business Day preceding the First Call Date.

"Comparable Treasury Issue" means the U.S. Treasury security selected by an independent financial institution of international repute (which is appointed by the Issuer and notified by the Issuer to the Trustee) as having a maturity of five years that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities with a maturity of five years.

"Comparable Treasury Price" means, with respect to any Calculation Date, the average of three Reference Treasury Dealer Quotations for such Calculation Date.

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"Initial Spread" means: 1.03 per cent.

"Reference Treasury Dealer" means each of the three nationally recognised investment banking firms selected by the Issuer that are primary U.S. Government securities dealers.

"Reference Treasury Dealer Quotations" means with respect to each Reference Treasury Dealer and any Calculation Date, the average, as determined by the Calculation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Calculation Agent by such Reference Treasury Dealer at 10.00 p.m. New York City time, on such Calculation Date.

"US Treasury Rate" means the rate in percentage per annum notified by the Calculation Agent to the Issuer and the Noteholders (in accordance with the Conditions) equal to the yield on U.S. Treasury securities having a maturity of five years as is derived from H.15 under the caption "Treasury constant maturities", as displayed on Reuters page "FRBCMT" (or any successor page or service displaying yields on U.S. Treasury securities as agreed between the Issuer and the Calculation Agent) at 5 p.m. (New York time) on the Calculation Date. If such page (or any successor page or service does not display the relevant yield at 5 p.m. (New York time) on the Calculation Date, U.S. Treasury Rate shall mean the rate in percentage per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Calculation Date.

If there is no Comparable Treasury Price on the Calculation Date for whatever reason, U.S. Treasury Rate shall mean the rate in percentage per annum notified by the Calculation Agent to the Issuer and the Noteholders (in accordance with the Conditions) equal to the yield on U.S. Treasury securities having a maturity of five years as is derived from H.15 under the caption "Treasury constant maturities", as was displayed on Reuters page "FRBCMT" (or any successor page or service displaying yields on U.S. Treasury securities as agreed between the Issuer and the Calculation Agent), at 5 p.m. (New York time) on

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1. Interest Payment Date(s):
2. Fixed Coupon Amount(s):
3. Broken Amount(s):
4. Day Count Fraction (Condition 4(l)):
5. Other terms relating to the method of calculating interest for Fixed Rate Notes:

17 Floating Rate Provisions

17A	Singapore Dollar Notes:

1. Zero Coupon Note Provisions
2. Credit Linked Note Provisions
3. Equity Linked Note Provisions
4. Bond Linked Note Provisions
5. Index Linked Interest Note Provisions
6. Dual Currency Note Provisions
   PROVISIONS RELATING TO REDEMPTION

the last available date preceding the Calculation Date on which such rate was displayed on Reuters page "FRBCMT" (or any successor page or service displaying yields on U.S. Treasury securities as agreed between the Issuer and the Calculation Agent).

21 May and 21 November in each year, provided that if any date for payment falls on a day which is not a Business Day, the date for payment will be the next succeeding Business Day. For the avoidance of doubt, Condition 7(j) applies to the Notes

Not Applicable

Not Applicable

30/360

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

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Call Option

1. Optional Redemption Date(s):
2. Optional Redemption Amount(s) of each Note and specified denomination method, if any, of calculation of such amount(s):

Applicable

The First Call Date only, subject to regulatory approval (paragraph (ii) of Condition 5(d)(ii) shall not apply to the Notes)

U.S.$1,000 per Calculation Amount

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(iii)	If redeemable in part:	Not Applicable
(iv)	Notice period:	As provided for in the Conditions
Put Option	Not Applicable
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Variation instead of Redemption	Applicable
(Condition 5(h))
Final Redemption Amount of each Note	U.S.$1,000 per Calculation Amount
Early Redemption Amount
Early Redemption Amount(s) per	U.S.$1,000 per Calculation Amount
Calculation Amount payable on
redemption for taxation reasons
(Condition 5(c)) or an event of default
(Condition 10) and/or the method of
calculating the same (if required or if
different than that set out in the
Conditions):

PROVISIONS RELATING TO LOSS ABSORPTION
29	Loss Absorption Option: Write-off on a	Applicable
	Trigger Event (Condition 6(b)):
30	Loss Absorption Option: Conversion:	Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
31	Form of Notes:	Registered Notes:

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Financial Center(s) (Condition 7(j)) or other special provisions relating to Payment Dates:

Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):

Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:

Details relating to Instalment Notes: amount of each Instalment, date on which each payment is to be made:

Redenomination, renominalisation and reconventioning provisions:

Consolidation provisions:

Other terms or special conditions:

Regulation S Unrestricted Global Certificate (U.S.$500,000,000 nominal amount) registered in the name of a nominee for a common depositary for Euroclear and Clearstream

New York City and Singapore

No

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Applicable. Please refer to Schedule 2 for certain modifications to the Conditions.

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DISTRIBUTION

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(i)

If syndicated, names of Managers:

1. Stabilisation Manager (if any):

1. If non-syndicated, name of Dealer:
2. Whether TEFRA D or TEFRA C was applicable or TEFRA rules not applicable:
3. Additional selling restrictions:

HONG KONG SFC CODE OF CONDUCT

43	(i)	Rebates
	(ii)	Contact email addresses of the
		Overall Coordinators where

underlying investor information in relation to omnibus orders should be sent:

Citigroup Global Markets Singapore Pte. Ltd.

J.P. Morgan Securities Asia Private Limited

Merrill Lynch (Singapore) Pte. Ltd.

Oversea-Chinese Banking Corporation Limited

Standard Chartered Bank (Singapore) Limited

The Hongkong and Shanghai Banking

Corporation Limited, Singapore Branch

Wells Fargo Securities International Limited

Any of the Managers appointed and acting in its capacity as stabilisation manager

Not Applicable

TEFRA not applicable

Not Applicable

Not Applicable

[e-mail]

OPERATIONAL INFORMATION

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ISIN Code:	XS2823260604
Common Code:	282326060
CUSIP:	Not Applicable
CMU Instrument Number:	Not Applicable
Legal Entity Identifier (LEI):	5493007O3QFXCPOGWK22
Any clearing system(s) other than CDP,	Not Applicable
the CMU, Austraclear, Euroclear and
Clearstream and/or DTC and the relevant
identification number(s):
Delivery:	Delivery against payment
Additional Paying Agent(s) (if any):	Not Applicable
The Agents appointed in respect of the	Not Applicable
Notes are:

GENERAL INFORMATION
53	Governing law of Notes:	English, save that	the provisions of the
		subordination, set-off	and payment void, default

and enforcement Conditions in Condition 3(b), Condition 3(c), Condition 3(d), Condition 10(b)(ii)

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and Condition 10(b)(iii) are governed by, and shall be construed in accordance with, Singapore law

PURPOSE OF PRICING SUPPLEMENT

This Pricing Supplement comprises the final terms required for the issue and admission to trading on the SGX-ST of the Notes described herein pursuant to the U.S.$30,000,000,000 Global Medium Term Note Programme of Oversea-Chinese Banking Corporation Limited.

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