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 Invitation to the Extraordinary General Meeting and Annual Ordinary General Meeting

Invitation to the Extraordinary General Meeting and Annual Ordinary General Meeting

The Board of Directors of HSBC Bank Oman S.A.O.G. (hereinafter referred to as the “Bank”) is pleased to invite the Shareholders of the Bank to attend the Extraordinary General Meeting ('EGM') and the Annual General Meeting ('AGM'), respectively, to be held at 5:00 pm on Thursday 30 March 2017 in the Jabrin Ballroom at InterContinental Muscat Hotel, Muscat, Sultanate of Oman, to consider the following agenda:

Firstly: Agenda for the EGM:

1.         To consider and approve the proposal to amend some Articles in the Articles of Association of the Bank.

Secondly: Agenda for the AGM:

1.         To consider and approve the Board of Directors’ Report for the financial year ended 31 December 2016.

2.         To consider and approve the Corporate Governance Report for the financial year ended 31 December 2016.

3.         To consider the Auditors’ Report and approve the Financial Statements for the year ended 31 December 2016.

4.         To consider and approve the proposal to distribute a cash dividend at rate of 5% of the share capital (i.e., 5 baiza per share) for the year ended 31 December 2016 to the Shareholders as at the AGM date.

5.         To consider and ratify the Board and Committees’ sitting fees paid during the preceding year and specify the Board and Committees sitting fees for the coming year.

6.         To consider and note the transactions carried out by the Bank with related parties during the financial year ended 31 December 2016.

7.         To appoint the statutory auditors for the financial year ending 31 December 2017 and approve their remuneration.

8.         To approve the criteria to evaluate the Board of Directors.

9.         To appoint an Independent Firm to evaluate the performance of the Board of Directors for the financial year ending 31 December 2017 and approve their remuneration.

10.       To elect a new Director to fill a single vacancy on the Board of Directors:

a)         Any person (shareholders or non-shareholders) who wishes to nominate herself/himself to the Board of Directors must comply with the Articles of Association of the Bank and the Capital Market Authority's (CMA) requirements for directors and fill in a form that can be obtained from the website of the CMA

b)         The completed form should be delivered by no later than close of banking business (2.30 pm) on Monday, 27 March 2017 to the Bank's external legal advisors, at the following address:

Nasser Al Habsi & Saif Al Mamari Law Firm, Shatti Al Qurum, Way No. 2601, Building No. 37 (Beach One), Floor 4, Office No. 402, Sultanate of Oman.

Any forms received after the above date shall not be considered by the Bank. In accordance with the Bank's Articles of Association if the candidate is a shareholder, the candidate must own a minimum of 300,000 (three hundred thousand) shares in the Bank.

In accordance with the Articles of Association of the Bank, every shareholder has the right to appoint any other person as his proxy to attend the meeting and vote on his behalf by authorising such person in writing, by way of a proxy card issued by the Bank. Any natural person should attach to the proxy card, a copy of his ID if adult male, and passport if female or minor who are not holding IDs and a copy of a resident card or passport for non-Omanis. For juristic persons, the proxy form shall be signed by one of the authorized signatories and sealed by the company's stamp accompanied with copies of the commercial registration certificate and the specimen signature form. Please attend at least 30 minutes prior to the meeting. For more information, please contact Mr. Hussain Mohsin Al Lawati, Associate General  Counsel, telephone number +968 71517679.