Notice and Invitation to attend the EOGM & AGM

BankMuscat (S.A.O.G)

10 March 2024

 

Notice and Invitation to Attend the Extraordinary General Meeting & Annual General Meeting

The Board of Directors of BANK MUSCAT SAOG ( the "Company") has the pleasure to invite the shareholders to attend the Extraordinary General Meeting & Annual General Meeting , which will be held on Tuesday at 03:00 PM on 26/03/2024, via the electronic platform which can be accessed through the website of Muscat Clearing & Depository Company (www.mcd.om) . If the quorum requirement for holding the Annual General Meeting is not fulfilled, a second Extraordinary General Meeting & Annual General Meeting shall be held on Wednesday at 03:00 PM on 27/03/2024, via the electronic platform which can be accessed through the website of Muscat Clearing & Depository Company (www.mcd.om) to discuss the following agenda:

Extraordinary General Meeting Agendas:

1. To approve the renewal of Euro Medium Term Note (EMTN) Programme (the EMTN Programme) (as approved at the Extraordinary General Meeting held by the Bank on (25th March, 2019) (including the capital markets Alternative Programmes) and the issue of international Additional Tier 1 instruments which will not be listed on the Muscat Stock Exchange (AT1 Instruments) by the Bank for maintaining of Additional Tier 1 instruments (AT1 Instruments) by the Bank for maintaining compliance with regulatory capital requirements applicable to the Bank, up to an aggregate amount of US$ 2 billion (US$ two Billion). Issuances under the EMTN Programme and the AT1 Instruments involve issuing negotiable bonds and instruments in regional and international markets through public subscription or private placements. The issuances made pursuant to the EMTN Programme and the AT1 Instruments could be in different currencies, in different amounts on different dates and with varying terms of subscription. The total outstanding bonds following the renewal of the EMTN Programme and AT1 Instruments in aggregate shall not exceed US $ 2 billion (US$ two Billion), as explained in Annexure (1).

2. To authorize the Board of Directors of the Bank or such person or persons as the Board of Directors may delegate or authorize from time to time, to determine and approve the terms of any issuance under the EMTN Programme, the establishment of and any issuances under any Alternative Programme and any AT1 Instrument including the amounts (including final issue amounts), currencies, all relevant dates, disclosure standards, methods and forms of distribution, listing and ratings requirements, engagement with the Central Bank of Oman, other government entities and regulatory authorities on behalf of the Bank, appointment of advisers and service providers, legal and regulatory documentation and the detailed terms and conditions of, each issuance under the EMTN Programme, any Alternative Programme and any AT1 Instrument, "as applicable".

3.  To approve that 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 to be issued under the EMTN Programme, any issuance under any Alternative Programme and the AT1 Instruments, "as applicable" and the times of issuance thereof provided that all issuances under the EMTN Programme, any Alternative Programme and the AT1 Instruments, "as applicable" 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. Each issue under the EMTN Programme, any Alternative Programme and any AT1 Instrument, "as applicable" shall be available for subscription in obtaining the required approvals of the regulatory authorities.

Annual Ordinary General Meeting Agendas _:

1.   To consider and approve the Report of the Board of Directors for the financial year ended 31st December, 2023.

2.   To consider and approve the Corporate Governance Report for the financial year ended 31 December 2023.

3.   To consider the Auditor's Report and to approve the Financial Statements (Balance Sheet and Profit and Loss Account) of the Bank for the financial year ended 31 December 2023.

4.   To consider the report of the Shari'a Supervisory Board of Meethaq, the Islamic Banking window, for the financial year ended 31st December, 2023.

5.   To consider and approve the proposed cash dividend to the shareholders, as on the date of the meeting, amounting to 15.5 baisa for each share for the financial year ended 31 December 2023.

6.   To ratify the sitting fees paid to the board of directors and its subcommittees during the financial year ended 31 December 2023, and determine the sitting fees for the financial year 2024 as recorded in annexure.

7.   To consider and approve the proposal of distributing the total sum of RO (300,000) as remuneration for the Board of Directors of the Company for the year ended 31 December 2023.

8.   To consider and approve the Related Party Transactions that will be concluded during the financial year ending 31st December, 2024.

9.   To consider and approve the Board of Directors performance report for the financial year ended 31/12/2023.

10. To appoint the auditors for the financial year ending 31 December 2024 and approve their fees.

11. To elect one person to fill a vacant seat in the Bank's Board of Directors. 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 form must be submitted to the Secretariat of the Board of Directors at the Head Office of the Bank not later than 2:00 pm on Thursday, 21st March, 2024.

According to the Company's Articles of Association and the controls for holding General Meetings using modern technology issued by the capital market authority, we would like to draw your attention to the following:

1. Legal person, exclusively, has the right to delegate a natural person to attend the General Meeting and vote on its behalf through technical means, provided that this natural person has an investor number in MCDC.

2. Voting on any of the agenda items begins no more than three days before the date of the General Meeting until the voting process ends on the day of the General Meeting. If the shareholder's shares are increased or decreased, the voting process will be canceled, and the shareholder will have to vote again on the day of the General Meeting.

For   further information please contact   on telephone No 92886673   or    email:

[e-mail]

Chairman	Legal Advisor	External Auditor
Khalid Mustahail Ahmed  Al Mashani	Bank Muscat / Legal	Ernst&Young

 

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