Masraf Al Rayan Q P S C : AGM Minutes

Confidential

Minutes of Annual General Assembly Meeting

of Shareholders of Masraf Al Rayan QPSC

("MAR" and/or "Company")

15 March 2023

The meeting of the Annual General Assembly ("AGM") of the shareholders of the Company was held on Wednesday, 15 March 2023, at 8:10pm Doha Time in the Four Seasons Hotel, Doha - State of Qatar, after extending the registration process beyond 5:30pm to allow all attending shareholders to register their shares, in the presence of the members of the Board of Directors, the shareholders listed under Appendix (1) enclosed hereto, the External Auditors, the Sharia Supervisory Board members

("SSB"), the representatives of the Qatar Central Bank ("QCB") and the Ministry of Commerce and Industry ("MOCI") and members of the Company's Senior Management, as listed below:

Present	Name	Position
Shareholders	As per Appendix (1) enclosed hereto
Board Members	H.E. Sheikh Mohamed Bin Hamad Bin Qassim Al Thani	Chairman of the Board
HE. Sheikh Hamad Bin Faisal Bin Thani Al Thani	Vice Chairman
Sheikh Ali Bin Jassim Al Thani	Director
Mr. Nasser Jaralla Al Marri	Director
Mr. Abdulla Al Malki	Director
Sheikh Nasser Nin Hamad Al Thani	Director
Mr. Mohamed AL Abdulla	Director
Mr. Abdul Rahman Al Khayareen	Director
Sharia Supervisory Board	His Eminence Dr. Walid Bin Hadi	SSB Chair
His Eminence Dr. Sultan Hashemi	SSB Member
MAR Senior Management	Mr. Fahad Bin Abdulla Al Khalifa	Group Chief Executive Officer
Mr. Mohamed AL Emadi	Group Chief Business Officer
Mr. Adel Attia	Group Head of Internal Audit
Mr. Mutaz Al Dana	Group Head of Compliance/AML
Mr. Abdelmonem Al Hassan	Group Legal Counsel
MOCI Representatives	Mr. Salem Al Mannai Mr. Khalid Al Suleiti Mr. Samir AL Shaboury	MOCI
QCB Representatives	Mr. Yousef Al Emadi Mr. Shaalan Al Halahla	QCB
External Auditors	Mr. Samer Jacoub Mr. Walid Slim Mr. Joseph Khalifeh	Managing Partner, Deloitte & Touche Partner Partner
Company Secretary	Mr. Tony Merhej	Secretary of the meeting

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MAR - Minutes of Annual General Assembly Meeting

The English minutes are non-binding convenience translation of the original Arabic statutory version and are for general information purposes only

Confidential

Opening of Meeting:

Company Secretary commenced with official deliberations reminding the audience that the Annual General Meeting was convened on 22 February 2023 by publication in local newspapers, on MAR website and on Qatar Stock Exchange in accordance with the Commercial Companies Law No. (11) of 2015 as amended by law No (8) of 2021 and the Company's Articles of

Association ("AoA"). All materials and supporting documents to the agenda items were published on MAR's website on the publication of the AGM notice. Company Secretary confirmed the presence of the representatives of the Ministry of Commerce and Industry and Qatar Central Bank together with the External Auditors to audit the meeting.

Company Secretary invited the external auditors to confirm presence of quorum.

Quorum:

Mr. Samer Jacoub, Managing Partner, Deloitte and Touche, announced that the present AGM is attended by a number of shareholders present in person and representing 5,049,509,626 shares in addition to a number of proxies representing 1,807,115,408 shares as detailed under Appendix (1) enclosed hereto which forms an integral part of these minutes. Therefore, the total number of shares represented in the meeting is 6,856,625,034 shares corresponding to 73.73% of the total share capital of the Company which is equal to 9,300,000,000 shares as currently registered in the commercial register of the Company. He stated that, in accordance with the law and Article (49) of the Company's AoA, the present AGM shall be valid when attended by any number of shareholders representing no less than 50% of the share capital. As such, Mr. Jacoub confirmed that today's meeting is validly constituted and qualified to take resolutions.

Appointment of Secretary and Vote Counters:

After declaration of quorum, Mr. Tony Merhej, Company Secretary, was nominated as Secretary of the Meeting and Alfa Omega Company, represented herein by Mr. Nader Al Sous was nominated as "Votes Counter". It was noted that the quorum counting was audited by the external auditors under supervision of the representatives of the Ministry of Commerce and Industry.

No objections were stated by the shareholders. The detailed register of attending shareholders was delivered by the Vote Counter to the Secretary and enclosed to the present minutes under Appendix (1).

It was noted that the following shareholders who are foreign funds managed in Qatar by HSBC as a custodian, gave a mandate to their representatives to attend the AGM only without voting. As such all resolutions passed in the present AGM will apply on them. These shareholders holds the following NINs: 44767 23982 23873 23679 23678 18790 14566 14509 14498 14428 12969 296903 296789 293186 276018 256425 252231 226435 101880 99830 52910 46414 46370 45350 45262 45098 45065 44862 421485 399781 399764 399751 399507 399261 399074 397855 397297 296971.

Agenda of the AGM:

The AGM agenda was presented on the screen in the following sequence:

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MAR - Minutes of Annual General Assembly Meeting

The English minutes are non-binding convenience translation of the original Arabic statutory version and are for general information purposes only

Confidential

• 1. To review and endorse of the Board of Directors report on the activities of Masraf Al Rayan and its financial position for the fiscal year ended on 31 December 2022 and the future plan of the Bank for the year 2023;

• 2. To hear the Shari'ah Supervisory Board report on compliance of Masraf Al Rayan to Shari'ah rules for fiscal year ended on 31 December 2022;

• 3. To review and endorse the External Auditors report on the Financial Statements of Masraf Al Rayan as presented by the Board of Directors for the fiscal year ended on 31 December 2022;

• 4. To discuss and approve the financial Statements of Masraf Al Rayan for the fiscal year ended on 31 December 2022;

• 5. To discuss and approve the proposals of the Board of Directors regarding appropriation and cash dividend of QAR 0.10 per share, representing 10% of the nominal value of the share for the fiscal year 2022 and acknowledgement of profits appropriation policy;

• 6. To hear and discuss the External Auditor's report on the requirements of Article (24) of the Corporate Governance Code of Companies and Legal Entities listed on Primary Market issued pursuant to Resolution No,

  (5) of 2016 of the Board of Directors of Qatar Financial Markets Authority ("QFMA");

• 7. To discuss and approve of the Corporate Governance Report of Masraf Al Rayan for the year 2022 including MAR ESG Program;

• 8. To absolve the Chairman and Board Members from all responsibilities for the fiscal year ended on 31

  December 2022, fix their remuneration for the year ended on 31 December 2022 and approve the policy of remuneration and incentives of the Board and Senior Management and major transactions with related parties, if any; and

• 9. To appoint the External Auditors of Masraf Al Rayan for fiscal year 2023 and approve their fees

• 10. To approve Board recommendations regarding appointment of members of Sharia Supervisory Board for the next three years term (2023-2024-2025) and delegate the Board of Directors to add one or more new member(s) or to fill any vacancy that may occur for any reason whatsoever, fix their remunerations and assume any other matter related to SSB during the new term, subject to QCB approval

• 11. Elect the Bank's Board of Directors for the new term 2023-2025 in accordance with amended corporate governance regulations issued under QCB Circular No (2) of 2023

No objection was recorded on the above AGM agenda. The Chairman started the deliberations as follows:

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MAR - Minutes of Annual General Assembly Meeting

The English minutes are non-binding convenience translation of the original Arabic statutory version and are for general information purposes only

Confidential

Presentation and Discussion of the items on the agenda:

Item 1: To review and endorse the Board of Directors' report on the Company's activities and its financial position for the year ended 31 December 2022 and the Company's future plans

The Chairman read, on behalf of the Board, the report of the Board of Directors on the activities of the Company and its financial position for the period ended 31.12.2022 and future plans. The report read as follows:

2022 was a milestone year for MAR. We built on the combined strengths emanating out of our merger with Al Khalij

Commercial Bank P.Q.S.C, and became one of the Middle East's leading Sharia'h-compliant lenders with a sturdy capital position and healthy liquidity.

The year saw us embark on, and successfully complete, the essential integration of the teams and operations of the two merged entities and power ahead with the addition of new services to enhance our market competitiveness and build our customer responsiveness and service. We have also launched Sustainable Finance Framework - Qatar's first Shari'a compliant green deposit and Islamic sustainable financing framework. Moreover, we have increased our Foreign Ownership

Limit (FOL) to 100%, which will assist to boost the Bank's weight in major indices. This was all accomplished with our commitment to supporting and contributing to the objectives of the Qatar National Vision 2030 foremost in mind, and to deliver to you, our valued shareholders, the best possible returns.

The evolved larger and fitter MAR entity now has in place a highly experienced, focused, and dedicated management team comprising both Qatari nationals and expatriates. Together, this team, all specialists in specific management disciplines, are taking the Group forward with a refreshed and reinvigorated mandate to support Qatar's public and private sectors, grow our retail consumer base within our targeted segments and work on adopting advanced digital technology to create new, market-leading products and contribute to local society through our CSR initiatives.

In terms of financial performance for the year ended December 31, 2022, we achieved a net profit of QAR 1,344 million compared to QAR 1,718 million last year. Our total income for 2022 reached QAR 7,240 million compared to QAR 5,106 million last year. Total Assets at QAR 167.5 billion, Financing Assets at 117.8 billion, and Customer Deposits at QAR 97 billion as at 31 December 2022. The Bank grew its coverage ratio to 2.3% (up from 1.04% as at 31 Dec 2021), by recording net impairment charge on financial assets of 1.5 billion. Non-performing loan (NPL) ratio stood at 5.99% at the end of 2022.

Earnings per share for 2022 is QAR 0.14, as compared to QAR 0.217 in 2021. The Bank's capital adequacy ratio also exceeded regulatory requirements, closing at 20.29%. The accounting and profit distribution policies adopted in 2022 remained steady, with the basis of evaluation and estimates being the same.

As previously, MAR prepared its financial statements in accordance with Financial Accounting Standards issued by the Accounting and Auditing Organization for Islamic Financial Institutions and relevant Qatar Central Bank instructions. The Board of Directors has now recommended that the Net Profit be distributed in line with the proposed format in the audited financial statements and that a portion of the net profits be distributed in cash dividends to shareholders at the ratio of 10% of the par value of the share, i.e. at the rate of QAR 0.1 per share.

As we begin 2023, we are providing the entire annual report for the fiscal year 2022, including the governance report, the final audited financial statements, and the reports of the external auditor, to give you full disclosure as per the prevailing laws and regulations.

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MAR - Minutes of Annual General Assembly Meeting

The English minutes are non-binding convenience translation of the original Arabic statutory version and are for general information purposes only

Confidential

Looking to the future, we intend to fully embrace all the tenets of Environmental, Social, and Governance (ESG), recognizing that its associated opportunities and risks are becoming increasing important to financial institutions and the industry at large. MAR is fully committed to making a positive contribution to society, minimizing its environmental impact in line with

Qatar's national climate change action plan aspirations, and to facilitating and promoting sustainable green financing.

We will take our rightful role in leading Qatar's banking sector in the digital economy era embracing all technology advancements to bring to market the very best of Fintech products for customer convenience and service excellence.

We will also continue our efforts to develop Qatar's human resource potential and contribute to creating a knowledge-based economy by offering talented and ambitious nations career opportunities and personal development training to ensure they are empowered to be tomorrow's successful industry leaders, role models and responsible and committed citizens.

We will simultaneously nurture our close, and expanding, relationships with ultra-high-net-worth clients, industry leaders, private and public sector related organizations, which have been the backbone of our customer base and have our eyes firmly focused on attaining the status of being the Islamic bank of choice to support Qatar's national vision ambitions. And we will strive to be a force for good in supporting our local community to advance its wellbeing through a growing portfolio of corporate social responsibility initiatives instigated by us and along with valued partners.

Finally, the Chairman thanked the H.H. the Emir of the State of Qatar, H.H. the Father Emir and the Government for their continuous support of the financial sector in Qatar and of the Company. He also extended his appreciation to the shareholders and the representatives of the regulatory entities for their endless support, to the executive management and staff for their continuous efforts and to the shareholders and investors for their trust.

The Chairman opens the discussion. No one asked to take the floor.

Resolution No. AGM.1.1.2023: The shareholders attending the present Annual General Meeting of the Company have unanimously resolved, that the Chairman's Statement and the Report of the Board of Directors on the activities of the Company and its financial position for the period ended 31.12.2022 and the future plans are to be approved and adopted.

Item 2: To hear the Shari'ah Supervisory Board report on compliance of Masraf Al Rayan to Shari'ah rules for fiscal year ended on 31 December 2022

His Eminence Dr. Walid Bin Hadi, SSB Chairman, presented the SSB report for the financial year ended 31 December 2022. He confirmed that SSB has reviewed the products and operational activities presented to it as well as the 2022 statement of financial position and income statement and are of the opinion that the latter do not contravene with Shari 'a rulings.

The Chairman opens the discussion. No one asked to take the floor.

Resolution No. AGM.2.1.2023: The shareholders attending the present Annual General Meeting of the Company have unanimously resolved, that the SSB Report on compliance of Masraf Al Rayan to Shari'ah rules for fiscal year ended on 31

December 2022 is to be approved and adopted.

Item 3: To review and endorse the External Auditor's Report on the Company's financial position and the accounts submitted by the Board of Directors for the year ended 31 December 2022.

Mr. Walid Slim read the External Auditors' report summarizing the financial statement, the responsibility of the External

Auditors and the Company's Board of Directors with respect to the preparation of the financials. He also briefed the opinion of the External Auditors on the compliance of the financial statements with applicable standards and QCB instructions.

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MAR - Minutes of Annual General Assembly Meeting

The English minutes are non-binding convenience translation of the original Arabic statutory version and are for general information purposes only