BankMuscat Extraordinary & AGM Meeting Resolutions

BankMuscat Extraordinary and Annual General Meeting Resolutions.

The Following resolutions were passed in the Extraordinary General Meeting held on 19th March, 2014.

1. Approval of the proposal to increase the amount of the Euro Medium Term Note (EMTN) programme (as approved at the Extraordinary General Meeting held by the Bank on 6th February 2011) from US$ 800 million to US$ 2 billion. The EMTN programme involves issuing negotiable bonds in the international markets through public subscription or private placement. The bond issues made pursuant to the EMTN program would be of different currencies, in different amounts on different dates and with varying terms of subscription. The total amount of bonds outstanding following the increase shall not exceed US$ 2 billion.

2. Approval to authorize the Board of Directors of the bank, or such person or persons as the Board of Directors may delegate from time to time, to determine the amount, date and terms of subscription of each issue, provided that the total negotiable bonds offered shall not exceed US$ 2 billion. Each bonds issue shall be available for subscription on obtaining the required approvals of the regulatory authorities.

3. Approval of the proposal of setting up of RO. 500 million (or its equivalent in other currencies) Meethaq Sukuk Program for the issuance of Sukuk by Meethaq in various tranches in the Muscat Securities Market and international markets through public subscription or private placement. The Sukuk tranches under Meethaq Sukuk Program would be of different amounts, currencies, maturities, profit rates, issued on different dates and with varying terms and conditions of subscription. The total amount of Sukuk issued under Meethaq Sukuk Program at any time shall not exceed RO. 500 million (or its equivalent in other currencies).

4. Approval of the proposal of setting up of SAR 1 billion KSA Branch Sukuk Program for the issuance of Sukuk by KSA Branch in various tranches in the Kingdom of Saudi Arabia through public subscription or private placement. The Sukuk tranches under KSA Branch Sukuk Program would be of different amounts, maturities, profit rates, issued on different dates and with varying terms and conditions of subscription. The total amount of Sukuk issued under KSA Branch Sukuk Program at any time shall not exceed SAR1 billion.

5. 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 determine the amount, date and terms of subscription of each issue, provided that the total amount of Sukuk issued shall not exceed RO 500 million under Meethaq Sukuk Program and SAR 1 billion under KSA Branch Sukuk Program. Each issue of Sukuk, whether under Meethaq Sukuk Program or KSA Branch Sukuk Program, shall be available for subscription on obtaining the requisite regulatory and Shari'a approvals.

6. 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, as stipulated on the Board of Directors' Report annexure (5) below, (being 15 bonds for each 100 shares with a nominal value of 100 Baisa and issue expense of 1 Baisa for each convertible bond. The convertible bonds would carry a coupon rate of 4.5% p.a. payable every six months.

The Following resolutions were passed in the Annual Ordinary General Meeting held on 19th March, 2014.

1. Approval of the Report of the Board of Directors for the financial year ended 31st December, 2013.

2. Approval of the Report on Corporate Governance for the financial year ended 31st December, 2013.

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, 2013.

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, 2013.

5. Approval of the sitting fees for the Board of Directors and its committees' meetings for the financial year ended 31st December, 2013 and fixing sitting fees for (2014).

6. Approval of the Board of Directors' remuneration of RO. 134,850/- for the financial year ended 31st December, 2013.

7. Approval of the Related Party Transactions for transactions concluded during the financial year ended 31st December, 2013.

8. Approval of the Board of Directors' recommendations to renew lease agreements for three branch premises from related parties for (2014-2019) 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 Supervisory Board of Meethaq report of the Islamic Banking window, for the financial year ended 31st December, 2013.

10. Approval of appointment of the statutory auditors and the external independent Shariah auditors for the financial year 2014 and fixing their fees, subject to the applicable regulatory approvals.