Invitation for EGM and AGM of Bank Shareholders

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 to be convened at "Muscat Hall" at the Head Office Building of the Bank at the Airport Heights, on Tuesday, 24th March, 2020 at 4:00 p.m., if the quorum of the meeting is not met on 24th March 2020, then a second meeting will be convened on Tuesday 31st March, 2020 at 4 p.m. at "Muscat Hall" at the Head Office Building of the Bank at the Airport Heights, 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 to 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 consider and approve the recommendation to distribute cash dividend of 35 Baiza cash dividend for each share for the financial year ended 31st December, 2019.

7. To consider and approve the recommendation to distribute stock dividend of 5 bonus shares for each 100 shares) for the financial year ended 31st December, 2019. The approval of the distribution of the bonus shares will result in the increase of the issued share capital of the Bank from (3,094,783,371) shares to (3,249,522,539) shares of a nominal value of (100) Baiza each.

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.

10. To consider a Report on 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 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, 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 meetings 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.

· Proxies may be a shareholder or not a shareholder, he/she may also represent one or more of the shareholders. If the proxy is representing more than one shareholder then that proxy holder should not be representing more than 5% of the shares of the Bank, otherwise it shall be null and void. The shares held by the shareholder and their minor children shall be excluded from such a percentage.

· Board of Directors are not allowed to represent any shareholder, otherwise the proxy shall be invalid.

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

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 Hassan Ambusaidi

Secretary to the Board of Directors