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    O39   SG1S04926220

OVERSEA-CHINESE BANKING CORPORATION LIMITED

(O39)
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Delayed Singapore Stock Exchange  -  05:04 2022-08-17 am EDT
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Oversea Chinese Banking : OCBC 3.90% Non-cumulative Non-convertible Perpetual Capital Securities

06/08/2022 | 07:12am EDT

OCBC 3.90% Non-cumulativeNon-convertible Perpetual Capital Securities:

  1. Pricing Supplement, and
  2. Term and Conditions as extracted from the Offering Memorandum relating to the Global Medium Term Note Program dated 6 April 2022

IMPORTANT NOTICE

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

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Pricing Supplement. You are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached Pricing Supplement. In accessing the attached Pricing Supplement, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access.

Confirmation of Your Representation: By accepting the e-mail and accessing the attached Pricing Supplement you shall be deemed to have represented that (1) you are not in the United States and, to the extent you will purchase the securities described in the attached Pricing Supplement, you will be doing so pursuant to Regulation S under the U.S. Securities Act of 1933 (the "Securities Act") AND (2) you consent to the delivery of the attached Pricing Supplement and any amendments or supplements thereto by electronic transmission.

The attached Pr ic in g Su pp le ment has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of Credit Suisse (Singapore) Limited, Oversea-Chinese Banking Corporation Limited and Standard Chartered Bank (Singapore) Limited or any of their respective directors, employees, representatives, affiliates or agents accept any liability or responsibility whatsoever in respect of any discrepancies between the Pricing Supplement distributed to you in electronic format and the hard copy version. We will provide a hard copy version to you upon request.

Restrictions: The attached document is a Pricing Supplement and is being furnished in connection with an offering exempt from registration under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described herein.

THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD 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 ANY APPLICABLE STATE OR LOCAL SECURITIES LAWS.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation to subscribe for or purchase any of the securities described herein, and access has been limited so that it shall not constitute a general advertisement or solicitation in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction.

You are reminded that you have accessed the attached Pricing Supplement on the basis that you are a person into whose possession the attached Pricing Supplement may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein.

Actions That You May Not Take: You should not reply by e-mail to this communication, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the "Reply" function on your e-mail software, will be ignored or rejected.

YOU ARE NOT AUTHORISED TO AND MAY NOT FORWARD OR DELIVER THE ATTACHED PRICING SUPPLEMENT, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH PRICING SUPPLEMENT IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED PRICING SUPPLEMENT, 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.

You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

1

STRICTLY CONFIDENTIAL

Pricing Supplement dated 6 June 2022

OVERSEA-CHINESE BANKING CORPORATION LIMITED

Issue of S$500,000,000 3.90 per cent. Perpetual Capital Securities First Callable in 2027

under the Oversea-Chinese Banking Corporation Limited

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

This document constitutes the Pricing Supplement relating to the issue of Perpetual Capital Securities described herein.

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Perpetual Capital Securities (the "Conditions") set forth in the Offering Memorandum dated April 6, 2022. This Pricing Supplement, together with the information set out in the Schedules to this Pricing Supplement, contains the final terms of the Perpetual Capital Securities and must be read in conjunction with such Offering Memorandum.

Where interest, discount income, prepayment fee, redemption premium or break cost is derived from any of the Perpetual Capital Securities or coupons (if applicable) 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 Perpetual Capital Securities or coupons (if applicable) using the funds and profits of such person's operations through a permanent establishment in Singapore. Any person whose interest, discount income, prepayment fee, redemption premium or break cost derived from the Perpetual Capital Securities or coupons (if applicable) 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 Monetary Authority of Singapore Act 1970 of Singapore (the "MAS Act") and the Monetary Authority of Singapore (Resolution of Financial Institutions) Regulations 2018 (the "MAS Regulations"), the Perpetual Capital Securities would be eligible instruments (as defined in the MAS Regulations). Accordingly, should a Bail-in Certificate (as defined in the MAS Act) be issued, Perpetual Capital Securities may be subject to cancellation, modification, conversion and/or change in form, as set out in such Bail-in Certificate.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Perpetual Capital Securities 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 key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Perpetual Capital Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Perpetual Capital Securities 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 Perpetual Capital Securities 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

2

(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 IDD, 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 Perpetual Capital Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Perpetual Capital Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

SINGAPORE SFA PRODUCT CLASSIFICATION - In connection with Section 309B of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Perpetual Capital Securities are prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendation on Investment Products.

1

Issuer:

Oversea-Chinese Banking Corporation

Limited

2

(i)

Series Number:

49

(ii)

Tranche Number:

1

3

Specified Currency or Currencies:

Singapore Dollar ("S$")

4

Aggregate Principal Amount:

(i)

Series:

S$500,000,000

(ii)

Tranche:

S$500,000,000

5

Issue Price:

100.0 per cent. of the Aggregate Principal

Amount

6

(i)

Specified Denominations:

S$250,000

(ii)

Calculation Amount:

S$250,000

7

(i)

Issue Date:

8 June 2022

  1. Distribution Commencement Date: Issue Date

(iii)

Trade Date:

1 June 2022

8

Maturity Date:

Not Applicable

3

9 Distribution Basis:

  1. Redemption/Payment Basis:
  2. Change of Distribution or Redemption/ Payment Basis:
  3. Call Options:
  4. Listing:
  5. Status of Perpetual Capital Securities:
  6. Method of distribution:

From (and including):

  • the Distribution Commencement Date to (but excluding) the First Reset Date (as defined below), the Initial Distribution Rate;
  • the First Reset Date and each Reset Date falling thereafter to (but excluding) the immediately following Reset Date, the Reset Distribution Rate.

(further particulars specified below)

Redemption at par, subject to paragraphs 18(ii), 20 and 21 below

See paragraph 9 above

Issuer Call

(further particulars specified below)

SGX-ST

Subordinated

Syndicated

PROVISIONS RELATING TO DISTRIBUTION (IF ANY) PAYABLE

16 Fixed Rate Perpetual Capital Security Provisions

  1. Rates of Distribution:
    1. Reset
      1. First Reset Date
      2. Reset Date(s)

Applicable

Applicable

8 June 2027

The First Reset Date and each date falling every five years after the First Reset Date, not adjusted for non-Business Days

4

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

OCBC - Oversea-Chinese Banking Corporation Ltd. published this content on 08 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 June 2022 11:11:07 UTC.


© Publicnow 2022
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