Title :

Dividend Distribution Policy

Content :

Creation and change record

Date	Author	Version	Change Reference
12/03/2026	Oman Oil Marketing Company SAOG (OOMCO)	1	Initial Issue

 

Reviewers

Name	Date
Finance Department  – Oman Oil Marketing Company SAOG	March 2026

 

Approvers

Name	Date
Board of Directors – Oman Oil Marketing Company SAOG	12/03/2026

 

 

 

 

 

 

 

 

 

 

 

1.      Dividend Distribution Policy Statement

(In accordance with MSX Circular No. (3/2025) and applicable laws and regulations in the Sultanate of Oman)

2.      Policy approval and effective date

2.1 This Dividend Distribution Policy (“Policy”) is issued by Oman Oil Marketing Company SAOG (“OOMCO” or the “Company”), listed on Muscat Stock Exchange (“MSX”). It is intended to provide shareholders and investors with clear guidance on how dividends are considered, determined, approved, announced, and paid, consistent with MSX disclosure expectations and international best practices.

• Approved by: Board of Directors, meeting dated: 12^th March 2026

3.      Purpose

3.1 The purpose of this Policy is to:

a)      enhance transparency and clarity for shareholders and support informed investment decisions;

b)     communicate the Company’s approach to dividend determination, timing, and disclosure;

c)      align with FSA guidelines and best practices on dividend disclosure.

4.      Scope

4.1 This Policy applies to dividends and other distributions (if any) in respect of OOMCO’s listed ordinary shares, and covers:

·       annual dividends proposed in connection with the audited year end financial statements

 

5.      Guiding philosophy

a)      Dividends are an important component of shareholder returns, while the Company must retain adequate funds to sustain operations, maintain financial strength, and execute strategy.

b)     Any dividend recommendation is not guaranteed and depends on financial performance, liquidity, regulatory requirements, financing covenants, future capital expenditure needs, prevailing market conditions, and availability of distributable profits and cash flows.

c)      The Board retains discretion to recommend, adjust, defer, or cancel dividends when circumstances require, in the best interests of the Company and its shareholders.

6.      Forms of dividend distribution

6.1 Subject to applicable laws and approvals, dividends may be distributed in one or more of the following forms:

• Cash dividends;
• stock/bonus share dividends (if deemed appropriate); and
• any other form permitted under applicable laws and regulatory requirements.

6.2 OOMCO’s default approach is expected to be cash dividends, unless the Board determines another form is more appropriate under the circumstances and legally permitted.

7.      Dividend frequency

 

7.1Ordinary dividends: OOMCO intends, in principle, to consider dividends annually following the close of each financial year, subject to Board recommendation and shareholder approval at the AGM.

 

7.2 Dividend determination framework

When evaluating a dividend recommendation, the Board will consider, at a minimum, the following factors (as applicable):

a)      Profitability and distributable reserves: net profits, accumulated retained earnings, and availability of distributable reserves;

b)     Cash flow and liquidity: free cash flow generation, liquidity position, and overall financial flexibility;

c)      Funding needs: planned capital expenditure, maintenance requirements, and operational/working capital needs;

d)     Debt and covenants: debt profile, financing arrangements, covenant compliance, and any priority payment requirements under financing documentation;

e)      Business and market outlook: prevailing macroeconomic conditions and the outlook for the markets in which the Company operates;

f)        Regulatory and legal requirements: including MSX/FSA requirements, Oman Investment Authority (OIA) and the Oman Commercial Companies Law.

7.3 In addition, the Board ensures to comply with OIA’s guidance on the dividend calculation process mentioned in their dividend policy before the dividend proposal is approved.  

7.4 The Board may also consider commonly used financial metrics such as dividend payout ratio, dividend coverage, free cash flow to equity, leverage and debt service metrics, and other relevant ratios for prudence and consistency.

7.5 The Company may assess dividend capacity using a Free Cash Flow to Equity (“FCFE”) approach derived from the audited standalone financial statements. This calculation may consider cash flow from operations, capital expenditure requirements, net borrowing, opening cash balances, and other adjustments necessary to determine the adjusted FCFE available for distribution.

 

8.      Payout guidance and capital allocation priorities

8.1 Payout approach

OOMCO will determine the annual dividend payout subject to profitability and liquidity. The Company does not commit to a fixed payout percentage; the Board will exercise judgment each year to balance:

a)       distribution of profits to shareholders; and

b)       retention of earnings for reinvestment and strengthening the Company’s financial position.

8.2 Capital allocation order

In making its recommendation, the Board will generally prioritize:

a)      safety, regulatory compliance, and continuity of core operations;

b)     maintenance and essential capital expenditure;

c)      debt service and covenant headroom;

d)     Board approved strategic investments and growth initiatives; and

e)      dividends and other shareholder distributions.

8.3 Cash Reserve Consideration

Prior to recommending dividends, the Board may consider maintaining an appropriate level of cash reserves to support operational continuity, financial flexibility, and regulatory or shareholder guidance. Where applicable, this may include maintaining minimum reserves in line with shareholder expectations or relevant policy guidance.

 

9.      Approval, announcement, record date, and payment mechanics

9.1 Approval process

a)      The Board evaluates the audited annual financial results and recommends the dividend amount.

b)     The proposed dividend is presented to shareholders at the AGM for approval.

c)      Dividends are executed only after shareholder approval (and any required regulatory approvals).

9.2 Announcement and disclosure channels

All dividend announcements shall be made through and not limited to:

• the official disclosure platform of MSX (in bilingual form Arabic and English)

9.3 Record date and eligible shareholders

Dividends are payable to shareholders registered with Muscat Clearing and Depository (“MCD”) as of the record date determined and disclosed by the Company.
The record date should be a business day in Oman (a day on which banks are open for business).

9.4 Payment timelines

Any approved dividends shall be distributed within the timelines prescribed by the Financial Services Authority (“FSA”), including relevant circulars addressing dividend payment timelines, including those set out under FSA Circular E/6/2025.

Payments are typically deposited into investors’ accounts through the clearing system, consistent with MSX/MCD processes.

9.5 Financial Prudence

Dividend distributions shall not impair the Company’s ability to meet its financial obligations as they fall due. The Board will ensure that, following any proposed dividend distribution, the Company retains sufficient financial capacity to meet its liabilities and commitments for at least the following twelve (12) months.

10.Review and amendments

This Policy shall be reviewed at least annually, or earlier if there is a material change in regulation, financial position, or business strategy. Any amendments require Board approval and timely disclosure through MSX and the Company’s website.

11.Legal Clause

This Dividend Distribution Policy is subject to the consideration of the Board in relation to the cash management requirements of the Company’s business for operating expenses, financing expenses and anticipated capital expenditures. In addition, the Company expects that the Board will also consider market conditions, the current operating environment in the Company’s market and the Board’s outlook for the Company’s business.

12.Disclaimer

This Policy is intended to provide general guidance and does not constitute a commitment or guarantee of future dividends. Dividend declarations depend on the Company’s financial performance, cash availability, approvals, and prevailing circumstances. The Board retains discretion to recommend, amend, defer, or cancel dividends where it considers appropriate.

Contact information:

For further information please contact:

Ahmed Al Balushi

Investor Relations Officer

[email protected]

+968 2457 4285