Annual General Meeting Resolutions

The following resolutions were passed in the Extraordinary General Meeting held on Wednesday, 18th March, 2015.

1. Approval of the Board Directors recommendation to issue convertible bonds at the rate of (15%) per share of the issued share capital of the bank (being 15 bonds for each 100 shares with a nominal value of 100 Baisa and issue expense of 1 Baisa for each convertible bond) for the financial year ended 31st December, 2014. The convertible bonds would carry a coupon rate of 3.5% p.a. payable every six months.

2. Approval of the setting up of RO. 500 million (or its equivalent in US Dollar currency) Meethaq Sukuk Program(s) for the issuance of Sukuks in various tranches in the domestic and international markets through public subscription or private placement. The Sukuk tranches under Meethaq Sukuk Program(s) will be different amounts, maturities, profit rates, issued on different dates with varying terms and conditions of subscription. The total amount of Sukuks issued under Meethaq Sukuk Program(s) shall not exceed RO. 500 million (or its equivalent in US Dollar).

3. Approval to authorize the Board of Directors of the Bank, or such person or persons as delegated from time to time by the Board of Directors, to establish Meethaq Sukuk Program(s) including formation of Special Purpose Vehicles (SPVs) and related requirements, issuance amount, date and terms of subscription of each issue… etc., provided that the total amount of Sukuk issued shall not exceed RO 500 million (or its equivalent in US Dollar currency) under Meethaq Sukuk Program(s). All Sukuk will be issued within 5 years from the date of the EGM approving their issuance. Each Sukuk issue shall be available for subscription only on obtaining the relevant requisite regulatory and Shari'a approvals.

The following resolutions were passed in the Annual Ordinary General Meeting held on Wednesday 18th March, 2015.

1. Approval of the Report of the Board of Directors for the financial year ended 31st December, 2014.

2. Approval of the Report on Corporate Governance for the financial year ended 31st December, 2014.

3. Approval of the Auditor's Report and approval of the Balance Sheet and Profit and Loss Accounts for the financial year ended 31st December, 2014.

4. Approval of the Board of Directors' recommendation to distribute cash dividend at the rate of (25%) of the issued share capital of the bank (being 25 Baisa per share of 100 Baisa) for the financial year ended 31st December, 2014.

5. Approval of the Board of Directors' recommendation to distribute stock dividend at the rate of (5%) per share of the issued share capital of the bank (being 5 bonus shares for each 100 shares) for the financial year ended 31st December, 2014. Bonus shares will be distributed to the shareholders as at the date of the meeting. The approval of the distribution of the bonus shares will result in the increase of the issued share capital from (2,182,688,188) shares to (2,291,822,597) shares of a nominal value of (100) Baisa each.

6. Approval of the sitting fees for the Board of Directors and its committees' meetings for the financial year ended 31st December, 2014 and fixing sitting fees for (2015).

7. Approval of the Board of Directors' remuneration of RO. 130,100/- for the financial year ended 31st December, 2014.

8. Approval of the Related Party Transactions for transactions concluded during the financial year ended 31st December, 2014.

9. Approval of the Board of Directors' recommendations to renew lease agreements for two branch premises from related parties from 1st January, 2016 to 31st December, 2020 (one of which with an additional office space), on yearly renewable lease agreements at the same rental amounts in addition to any increase at the applicable market rates, subject to the requirements of the bank.

10. Approval of the Report of the Sharia Supervisory Board of Meethaq, the Islamic Banking window of the bank, for the financial year ended 31st December, 2014.

11. Approval of the appointment of the statutory auditors and the external independent Sharia auditors for the financial year 2015 and fixing their fees, subject to the applicable regulatory approvals.