BankMuscat EOGM and AGM Resolutions

BankMuscat Extraordinary and Annual General Meeting Resolutions.

The Following resolutions were passed in the Extraordinary General Meeting held on March 20, 2013.

1. Approval of the proposed amendments of article (5) of the Articles of Association of the Bank to increase the authorized share capital from RO. 250,000,000/- to RO. 350,000,000/- with a nominal value of (100) Baisa each.

2. Approval of the proposal to increase the issued share capital from RO. 203,851,068/- divided into (2,038,510,684) shares to RO. 215,226,068/- divided into (2,152,260,684) shares with a nominal value of (100) Baisa each by issuing and allocating (113,750,000) shares with a nominal value of (100) Baisa each in private placement to International Finance Corporation (IFC), a member of the World Bank Group and IFC Capitalization Fund (Equity Fund), managed by IFC Asset Management Company "LLC", a wholly-owned subsidiary of IFC.

3. Approval of the Board of 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 and a total number of bonds of 302,749,111. The convertible bonds will carry a coupon rate of 4.5% p.a. payable every six months).

The Following resolutions were passed in the Annual General Meeting held on March 20, 2013.

1. Approval of the Report of the Board of Directors for the financial year ended 31st December, 2012.

2. Approval of the Report on Corporate Governance for the financial year ended 31st December, 2012.

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, 2012.

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 each) for the financial year ended 31st December, 2012.

5. Approval of the sitting fees for the Board of Directors and its committees' meetings for the financial year ended 31st December, 2012 and fixing sitting fees for (2013).

6. Approval of the Board of Directors' remuneration of RO. 130,725/- for the financial year ended 31st December, 2012.

7. Approval of the Related Parties' Transactions for transactions concluded during the financial year ended 31st December, 2012.

8. Approval of the Board of Directors' recommendations to renew lease agreements for two branch premises from related parties on yearly renewable leases at the same rental amounts in addition to any increase at the applicable market rates, subject to the requirements of the Bank.

9. Approval of the Shariah Supervision Committee of Meethaq, Islamic banking window, and fixing their remuneration.

10. Approval of the appointment of statutory auditors for the financial year 2013 and fixing their fees, subject to the applicable regulatory approvals.

11. Approval of the election of a new Board of Directors for the Bank for a period of three years, subject to regulatory approvals. The new Board will be comprised as follows: