Invitation for EGM and AGM

INVITATION

For an Extraordinary General Meeting and an Annual Ordinary General Meeting of the Shareholders of the Bank

bank muscat "SAOG" takes pleasure in inviting all its shareholders to an Extraordinary General Meeting and an Annual Ordinary General Meeting at 5:00 p.m. on Tuesday, 19th May, 2020, through the electronic platform to hold the general meetings, which you can access via the Muscat Clearing and Depository's website (www.mcd.gov.om), and if the quorum is not met to hold this meeting, a second meeting will be held at 5:00 p.m. on Thursday, 21st May, 2020 through the above mentioned electronic platform, to consider and decide on the following Agenda:

First: The Agenda for the Extraordinary General Meeting:

1. a. To approve the renewal of Meethaq Sukuk Program(s) (as approved at the extraordinary general meeting held by the Bank on 18th March, 2015) of up to RO. 500 million (or its equivalent in US Dollar currency) for the issuance of Sukuk 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 of different amounts, maturities, profit rates, issued on different dates with varying terms and conditions of subscription. The total amount of Sukuk issued under Meethaq Sukuk Program(s) shall not exceed RO. 500 million (or its equivalent in US Dollar).

b. 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 and approve Meethaq Sukuk Program(s) including formation and renewal of Special Purpose Vehicles (SPVs), establishing and renewing trusts and related requirements, issuance amount, date and terms of subscription of each issue, provided that the total amount of Sukuk issued shall not exceed RO. 500 million (or its equivalent in US Dollar currency). All Sukuk will be issued within 5 years from the date of the EGM approving the renewal of Meethaq Sukuk Program(s). Each new Sukuk issue shall be available for subscription only on obtaining the relevant requisite regulatory and Shari'a approvals.

2. Approve the amendments of the Articles of Association of the Bank in view of the new Commercial Companies Law no. (18/2019). The proposed amendments of the Articles of Association shall not, however, be effective and valid unless has been approved by the regulatory bodies.

Second: The Agenda for the Annual Ordinary General Meeting:

1. To consider and approve the Report of the Board of Directors for the financial year ended 31st December, 2019.

2. To consider and approve the Report on Corporate Governance for the financial year ended 31st December, 2019.

3. To consider and approve the Board and its Committees Appraisal and Evaluation for the financial year ended 31st December, 2019.

4. To consider the Auditor's Report and approval of the Balance Sheet and Profit and Loss Accounts for the financial year ended 31st December, 2019.

5. To consider the report of the Shari'a Supervisory Board of Meethaq, the Islamic Banking window, for the financial year ended 31st December, 2019.

6. To notify the general meeting of the cash dividends distributed to the shareholders on 24th March, 2020, at a rate of 35 Baiza for each share.

7. To notify the general meeting of the distributed stock dividend to the shareholders on 24th March, 2020 at a rate of (5%) per share of the issued share capital of the Bank (being 5 bonus shares for each 100 shares), and this distribution resulted in an increase of the issued share capital of the Bank from (3,094,783,371) shares to (3,249,522,539) shares.

8. To consider and ratify the sitting fees for the Board of Directors and its committees' meetings for the financial year ended 31st December, 2019 and fixing sitting fees for the current financial year.

9. To consider and approve the Board of Directors' remuneration of RO. 122,200/- for the financial year ended 31st December, 2019, as explained in annexure (9).

10. To consider the Related Party Transactions for transactions concluded during the financial year ended 31st December, 2019.

11. To consider and approve the Related Party Transactions that will be concluded during the financial year ending 31st December, 2020.

12. To notify the general meeting of donations spent during this year to contribute to the efforts to combat the outbreak of the Corona Virus (Covid 19) with an amount of RO. One million.

13. To appoint the statutory auditors for the Bank and the external independent Sharia auditors for Meethaq, the Islamic banking window of the Bank, for the financial year ending 31st December, 2020 and fixing their fees, subject to the applicable regulatory approvals.

In accordance with the Articles of Association of the Bank and the regulations for holding general meetings using modern technology issued by the Capital Market Authority, we would like to draw your attention to the following:

1. A Juristic person, exclusively, has the right to delegate a natural person to attend the general meeting and vote on its behalf through the electronic platform, provided that this natural person has an investor number at Muscat Clearing and Depository Company.

2. Voting on any of the agenda items begins no more than three days before the date of the meeting until the end of the voting process during the meeting, in the event that the shareholder's shareholding balance is changed by increase or decrease, the voting process will be canceled, and he will have to vote again on the day of the meeting.

For any clarifications in respect of the agenda of the above meetings, please contact Ms. Fatma Malallah Mohamed Al Lawati, at the Secretariat to the Board of Directors, Tel. No. (24768345), Fax No. (24780062), E-mail ([email protected]).

Ayman Ambusaidi

Secretary for the Board of Directors