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, 22^nd March 2022.  The meeting will be convened at "Zaiba Hall" at Hormuz Grand Muscat Hotel at the Airport Heights.  Shareholders can also participate in the meeting via the electronic platform to hold the general meetings, which can be accessed via the Muscat Clearing and Depository's website (www.mcd.gov.om).  If the quorum for this meeting is not met, a second meeting will be convened at 5:00 p.m. on Thursday, 24^th March 2022, at the same location and through the same electronic platform.  The meeting will consider and decide on the following Agenda:

First:     The Agenda for the Extraordinary General Meeting:

1.           Proposed amendments of the Articles of Association of the Bank.  The proposed amendments shall not, however, be effective and valid unless have been approved by the regulatory bodies, as explained in annexure (1).

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 31^st December, 2021, as explained in annexure (2).

2.         To consider and approve the Report on Corporate Governance for the financial year ended 31^st December, 2021, as explained in annexure (3).

3.         To consider the Auditor's Report and approval of the Balance Sheet and Profit and Loss Accounts for the financial year ended 31^st December, 2021, as explained in annexure (4). 

4.         To consider the report of the Shari'a Supervisory Board of Meethaq, the Islamic Banking window, for the financial year ended 31^st December, 2021, as explained in annexure (5).

5.         To consider and approve the recommendation to distribute cash dividend of 30 Baiza for each share for the financial year ended 31^st December, 2021. 

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 31^st December, 2021.  The approval of the distribution of the bonus shares will result in the increase of the issued share capital of the Bank from (3,574,474,792) shares to (3,753,198,531) 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 31^st December, 2021 and fixing sitting fees for the current financial year, as explained in annexure (6).

8.         To consider and approve the Board of Directors' remuneration of RO. 300 K for the financial year ended 31^st December, 2021, as explained in annexure (7). 

9.         Appointment of Shari'a Supervisory Board of Meethaq, the Islamic banking window and fixing their sitting fees and remunerations, as explained on the annexure (8).

10.       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 31^st December, 2022 and fixing their fees, subject to the applicable regulatory approvals.

11.       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 not later than 3:00 pm. on Wednesday, 16^th March, 2022.

In accordance with 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 meetings 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 meetings 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 meetings.

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), E-mail ([email protected]).