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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

The Board of Directors of National Finance Co. SAOG (Company) is pleased to invite all shareholders to the Extraordinary General Meeting to be held at 3:00 p.m. on Wednesday, 27 December 2023 via the electronic platform for convening general meetings which can be accessed through the Muscat Clearing and Depository Company website (www.mcd.gov.om), if quorum is not met for the meeting, a second meeting shall be held at 3:00 p.m. on Sunday, 31December 2023, to discuss the following agendas:

  1. To consider and approve the issuance of unsecured perpetual bonds (Bonds) up to RO 25 million with a greenshoe option for an amount of up to RO 10 million, in one or more tranches, by way of private placement at the nominal value of RO 1.000 for each Bond, in addition to issue expenses, in accordance with the regulatory approval. The Bonds shall be perpetual with no fixed date for maturity and shall be listed on the bonds and sukuk market of the Muscat Stock Exchange.
  2. To authorize the Board of Directors to do all such acts and take any decision, without restriction, which may in their sole discretion be deemed necessary or desirable in relation to the Bonds; including but not limited to:
    1. Approve the structure, terms, conditions, timing, issue price, interest rate, allocation, the final size of the Bonds;
    2. Negotiate, agree and approve the entry into, execution and performance of the transaction documents (in relation to the Bonds) to which the Company is a party;
    3. Prepare, execute, deliver, publish and distribute or cause to be prepared, executed, delivered and filed any documents, applications, exhibits, notices, supplements and/or amendments (and related documents) in connection with the Bonds;
    4. Appoint any advisors in connection with the Bonds;
    5. Liaise, discuss and agree with any regulatory authorities including but not limited to the Capital Market Authority, Central Bank of Oman, the Muscat Stock Exchange, and Muscat Clearing and Depository Company SAOC on any matters relating to the Bonds;
    6. Make any announcements and issue publications in connection with the Bonds; and
    7. Authorize as it deems fit, the management of the Company with the whole or part of its authorities.
  3. To appoint Muscat Clearing and Depository SAOC as an agent for the bondholders in its capacity as trustee or agent.

    In accordance with the Company's Articles of Association and the rules for convening general meetings via electronic means issued by the Capital Market Authority, we would like to draw your attention to the following:

    1. A legal (juristic) person, exclusively, shall have the right to appoint a natural person, as proxy, to attend the general meeting, and vote on decisions taken on his behalf using electronic means. Such natural person must have an investor number registered with the Muscat Clearing and Depository Company SAOC.
    2. Shareholders will be able to vote for the items set out in the agenda starting from 3 days prior to the meeting date up until the end of the voting process for that particular item presented in the agenda on the day of the meeting. If a shareholder’s shareholding is increased or decreased, then such shareholders votes will be void, and the shareholder will have to vote again on the day of the general meeting.

For further information, please contact on telephone No 99609667 or email r.panneerselvam@nationalfinance.co.om

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