INVITATION For Annual General Meeting

INVITATION

For an Annual Ordinary General Meeting of the Shareholders

of the bank

bank muscat "SAOG" takes pleasure in inviting its shareholders to an Annual Ordinary General Meeting (AGM) to be convened at "Muscat Hall" at the Head Office Building of the bank at the Airport Heights, on Sunday, 19th March, 2017 at 4:00 p.m. to consider and decide on the following Agenda:

1. To consider and approve the Report of the Board of Directors for the financial year ended 31st December, 2016, as explained in annexure (1).

2. To consider and approve the Report on Corporate Governance for the financial year ended 31st December, 2016, as explained in annexure (2).

3. To consider the Auditor's Report and approval of the Balance Sheet and Profit and Loss Accounts for the financial year ended 31st December, 2016, as explained in annexure (3).

4. To consider the report of the Shari'a Supervisory Board of Meethaq, the Islamic Banking window, for the financial year ended 31st December, 2016, as explained in annexure (4).

5. To consider and approve the recommendation to distribute cash dividend at the rate of (25%) of the issued share capital of the bank (being 25 Baiza cash dividend for each share of a nominal value of 100 Baiza) for the financial year ended 31st December, 2016. Cash dividend will be distributed to the shareholders as at the date of the meeting.

6. To consider and approve the 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, 2016. 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 of the bank from (2,496,250,258) shares to (2,621,062,770) shares of a nominal value of (100) Baiza each.

7. To consider and ratify the sitting fees for the Board of Directors and its committees' meetings for the financial year ended 31st December, 2016 and fixing sitting fees for (2017), as explained in annexure (5).

8. To consider and approve the Board of Directors' remuneration of RO. 123,100/- for the financial year ended 31st December, 2016, as explained in annexure (6).

9. To consider a Report on Related Party Transactions for transactions concluded during the financial year ended 31st December, 2016, as explained in annexure (7).

10. To consider and approve a proposal to put in place standards for appraising the performance of the bank's Board of Directors and its committees for the fiscal year ending on 31st December, 2017, as explained in annexure (8).

11. Appointment of an independent third party to appraise the performance of the bank's Board of Directors and its committees for the financial year ending on 31st December, 2017 and fixing their fees, subject to the approvals of the concerned regulatory authorities to such appointment, as explained in annexure (9).

12. To appoint the statutory auditors and the external independent Sharia auditors for Meethaq, the Islamic banking window of the bank, for the financial year 2017 and fixing their fees, subject to the applicable regulatory approvals, as explained in annexure (10).

In accordance with the Articles of Association of the bank, each shareholder has the right to appoint in writing a proxy who may attend and vote on his/her behalf. The shareholder who wishes to appoint a proxy shall complete and sign the proxy form enclosed with the invitation to the meeting as follows:

· Natural persons:

1. Omani shareholders: must complete and sign proxy forms and enclose copies of their IDs. Female shareholders and minor shareholders, who do not have IDs, must enclose copies of passports.

2. Non-Omani shareholders: shall enclose along with their completed and signed proxy forms copies of Resident Cards and passports.

· Corporate shareholders: Proxy forms for corporate shareholders, must be completed and signed by an authorized signatory whose name is included on the authorized signatories' sheet of the company issued by the Ministry of Commerce & Industry and must be stamped by the company's seal. A copy of the registration certificate of the company, a copy of the computer printout, a copy of the authorized signatories sheet, a copy of the ID of the signatory of the proxy form, if an Omani national, must all be enclosed with the completed, signed and sealed proxy form. If the signatory on the proxy form is a non-Omani, a copy of the Resident Card and a copy of the passport must be enclosed with the completed, signed and sealed proxy form.

· Shareholders and their proxies are requested to make themselves available at the venue of the meeting 30 minutes before the designated time for registration of their attendance.

For any clarifications in respect of the agenda of the above meeting, please contact Ms. Fatma bint Malallah bin Mohamed Al Lawati, at the Secretariat to the Board of Directors, Tel. No. (24768345), Fax No. (24780062), E-mail (fmallalah@bankmuscat.com).