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 Monday, 25th March, 2019 at 4:00 p.m. to consider and decide on the following Agenda:

First: The Agenda for the Extraordinary General Meeting:

1. a. To approve the renewal of Euro Medium Term Note (EMTN) programme (as approved at the extraordinary general meeting held by the Bank on 19th March, 2014) amounting 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 programme 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 renewal shall not exceed US $ 2 billion.

b. 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. The Board of Directors of the Bank or its authorized representative or delegates shall, from time to time, determine the period of presentation of the bonds and the times of issuance thereof provided that all EMTN programme are offered and fully subscribed within a period not exceeding five years from the date of the Extraordinary General Meeting approval of the shareholders of the Bank on the renewal of the issuance. Each bonds issue shall be available for subscription on obtaining the required approvals of the regulatory authorities.

2. To approve the renewal of the authorized capital of the Bank amounting to RO. 350,000,000/- at a nominal value of 100 Baiza per share in accordance with the provisions of article (82) of the Commercial Companies Law no. (4/1974) and its amendment.

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, 2018.

2. To consider and approve the Report on Corporate Governance for the financial year ended 31st December, 2018.

3. To consider and approve the Board and its Committees Appraisal and Evaluation for the financial year ended 31st December, 2018.

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, 2018.

5. To consider the report of the Shari'a Supervisory Board of Meethaq, the Islamic Banking window, for the financial year ended 31st December, 2018.

6. To consider and approve the recommendation to distribute cash dividend at the rate of (35%) of the issued share capital of the Bank (being 35 Baiza cash dividend for each share of a nominal value of 100 Baiza) for the financial year ended 31st December, 2018.

7. 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, 2018. The approval of the distribution of the bonus shares will result in the increase of the issued share capital of the Bank from (2,947,412,735) shares to (3,094,783,371) 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, 2018 and fixing sitting fees for (2019).

9. To consider and approve the Board of Directors' remuneration of RO. 114,725/- for the financial year ended 31st December, 2018.

10. To consider a Report on Related Party Transactions for transactions concluded during the financial year ended 31st December, 2018.

11. To consider and approve the recommendation to renew lease agreements for three branch premises from related parties for the period of 1st January, 2020 to 31st December, 2024, on yearly renewable lease agreements at the same rental amounts in addition to any increase at the applicable market rates, subject to the requirements of the Bank.

12. Re-appointment of Shari'a Supervisory Board of Meethaq, the Islamic banking window and fixing their sitting fees and remunerations.

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 2019 and fixing their fees, subject to the applicable regulatory approvals.

14. To elect a new Board of Directors for the Bank. Those who wish to nominate themselves for the election of the Board of Directors, whether shareholders or not, must fill-in the nomination forms prepared by the Capital Market Authority (CMA) for such purpose. Nomination forms are available at the CMA's site and the Head Office of the Bank. The completed and signed nomination forms and the supporting identity documents, an ID copy for an Omani National or a copy of a Resident Card and a copy of a passport for a non-Omani, must be submitted to the Secretariat of the Board of Directors at the Head Office of the Bank at least (2) working days before the date set for the meeting for the election of the new Board of Directors and not later than 3:00 pm. on Wednesday, 20th March, 2019. Shareholders who wish to nominate themselves for the election must hold (250,000) shares.

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.

· 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 (fmallalah@bankmuscat.com).

Secretary to the Board of Directors