Proposed Ownership Vision — Discussion Draft

Proposed Ownership Vision

One Holding Company. One Community Anchor. One Majority Vote.

Masno Bank is being developed as a proposed Islamic banking institution in Somaliland, designed to combine broad community anchoring, serious strategic capital, professional governance, and long-term institutional stewardship. The ownership model described on this page is an indicative concept currently being explored by the Masno Project Initiators and remains subject to legal structuring, Shari'ah review, regulatory engagement, and final constitutional documentation.

Important Legal and Regulatory Notice

Masno Bank is a proposed Islamic banking institution. It is not currently licensed by the Bank of Somaliland or any other banking regulator. The ownership model described on this page is an indicative policy concept for information, consultation and community education only.

This page does not constitute an offer to sell shares, an invitation to invest, a prospectus, a crowdfunding campaign, a solicitation of capital, financial advice, investment advice, or a promise of future returns. No shares, membership interests, deposits, banking products or regulated financial services are being offered through this website.

No payment is being requested or accepted through this page. Any future participation, subscription, capital contribution, investment, shareholding or membership process shall only proceed after appropriate legal, regulatory, Shari'ah, KYC/AML, source-of-funds and constitutional requirements have been completed.

All figures, percentages, structures, rights, obligations, governance arrangements and implementation steps remain subject to change, legal advice, Shari'ah review, regulatory approval and final documentation.

Why It Matters

Why Ownership Structure Matters

Masno Bank is not intended to be a promoter-controlled private bank, nor a loosely organised crowd project, nor a passive vehicle for outside investors alone. The proposed model seeks to balance four interests:

Community ownership and legitimacy

Recognition of the original Project Initiators' work

Strategic investor capital and expertise

Professional governance under regulatory supervision

The aim is to create a structure where the community anchors the institution, strategic investors strengthen it, the Board governs it, professional management runs it, the Shari'ah Supervisory Board protects its Islamic integrity, and the Bank of Somaliland remains the ultimate prudential authority.

Bank Level

Proposed Effective Economic Ownership of Masno Bank

Stakeholder Group	Proposed Effective Economic Interest
Founding Members	43.5%
Masno Project Initiators	7.5%
Strategic / Institutional Investors	49%
Total	100%

Note: The Founding Members and Project Initiators are not intended to hold separate direct voting blocs in Masno Bank. Their respective economic interests are proposed to sit inside Masno Holdings Ltd, the community-side ownership vehicle.

Effective Economic Ownership

Founding Members — 43.5%

Project Initiators — 7.5%

Strategic / Institutional Investors — 49%

The Community Vehicle

Masno Holdings Ltd: The Community Anchor Vehicle

Masno Holdings Ltd is the proposed community ownership and stewardship vehicle through which the Founding Members and Project Initiators would collectively hold the proposed 51% Community Anchor in Masno Bank.

Masno Holdings Ltd would act as one consolidated shareholder at bank level. Internally, it would reflect the different economic interests of Founding Members and Project Initiators, but externally — at Masno Bank level — it would vote as one unified 51% shareholder block.

Proposed Internal Ownership of Masno Holdings Ltd

Masno Holdings Ltd Constituency	Proposed Share of Masno Holdings Ltd
Founding Members	85.294%
Project Initiators / Sponsor Pool	14.706%
Total	100%

These percentages are derived from the proposed 43.5% Founding Member economic interest and the proposed 7.5% Project Initiator economic interest, together forming the 51% Community Anchor.

Masno Holdings Ltd — Internal Split

Bank-Level Control

Economic Ownership Is Not the Same as Bank-Level Voting Control

At the level of economic ownership, the proposed model can be described as 43.5% Founding Members, 7.5% Project Initiators, and 49% Strategic Investors. However, at the level of Masno Bank voting control, the legally important structure is different:

Bank-Level Voting Constituency	Proposed Voting Interest
Masno Holdings Ltd — unified Community Anchor vote	51%
Strategic / Institutional Investors	49%
Total	100%

Bank-Level Voting Control

Masno Holdings Ltd — Unified Community Anchor — 51%

Strategic / Institutional Investors — 49%

The Two Formulas — Disclosed Side by Side

Economic Ownership

43.5% Founding Members

7.5% Project Initiators

49% Strategic Investors

Bank-Level Voting & Control

51% Masno Holdings Ltd (unified)

49% Strategic Investors

Different economic interests inside Masno Holdings Ltd. One indivisible Community Anchor at Masno Bank level.

Core Protection

The Unified Community Anchor Rule

The proposed Unified Community Anchor Rule is one of the most important protections in the Masno ownership model. It means that the 51% Community Anchor held by Masno Holdings Ltd should not be split, fragmented, pledged, transferred or used in a way that allows any outside party to take control of Masno Bank against the founding community purpose.

The Project Initiators' 7.5% effective economic interest would not become an independent bank-level voting bloc.

The Founding Members and Project Initiators would form one community-side shareholder position through Masno Holdings Ltd.

Masno Holdings Ltd would exercise the full 51% vote as one consolidated shareholder.

No Project Initiator should be able to use their sponsor interest to transfer control of the Community Anchor to strategic investors or another third party.

The 51% Community Anchor should be protected against fragmentation, dilution, capture or side arrangements that defeat its purpose.

The principle is simple: Masno Holdings Ltd should speak with one majority voice at Masno Bank level.

Community Base

Founding Members: The Community Base

Founding Members are intended to form the principal community base of the proposed Community Anchor. Their role is not cosmetic. They are expected to provide community legitimacy, long-term stewardship, institutional support, and, if and when a formal authorised subscription process is launched, the potential foundation of the community-side capital base.

However, Founding Members would not manage the bank directly. A licensed bank must be governed through a proper Board, professional management, regulatory supervision, compliance systems, Shari'ah governance and fit-and-proper standards.

Potential Rights (subject to final documentation)

Participation in Masno Holdings Ltd's internal governance
Access to periodic updates and information
Eligibility to participate in community governance structures
Founder recognition
Potential participation in future community capital processes, subject to law and final documentation

Potential Obligations (subject to final documentation)

KYC, AML and source-of-funds verification
Compliance with constitutional documents
Respect for transfer restrictions and concentration limits
Respect for governance boundaries between owners, directors and management
Commitment to the long-term integrity of the Community Anchor

Important: No person becomes a Founding Member, shareholder, investor or holder of any legal or economic interest merely by registering interest on the website. Registration of interest is only an expression of support and does not create legal rights, ownership rights, voting rights, dividend rights or any entitlement to participate in a future subscription process.

Recognition with Limits

Project Initiators: Recognition with Limits

The Masno Project Initiators are the original team responsible for conceiving, shaping, structuring, promoting and progressing the project from idea stage toward institutional formation.

The proposed 7.5% effective economic interest is intended to recognise the Project Initiators' contribution, including concept development, governance design, ownership structuring, mobilisation, institutional planning, regulatory preparation, branding, documentation and execution risk.

However, this proposed interest is not designed to create unchecked founder control. It is expected to be:

Fully disclosed

Subject to milestone-based vesting

Held within Masno Holdings Ltd

Subject to the Unified Community Anchor Rule

Not capable of becoming an independent bank-level voting bloc

Not an automatic right to salary, employment, executive office or management control

The Project Initiators' proposed role is therefore one of founding continuity and institutional transition, not personal control of the bank.

Earned Through Delivery

Sponsor Pool: Proposed Milestone-Based Vesting

Proposed Masno-Equivalent Sponsor Interest	Proposed Basis
2.25%	Recognition of concept creation, foundational structuring, governance design, institutional preparation and work already completed
1.50%	Successful establishment of Masno Holdings Ltd and its constitutional framework
1.50%	Successful mobilisation and closing of the founding community capital target
1.50%	Successful progression to licensing and regulatory approval stage
0.75%	Successful strategic investor completion and/or commencement of operations
7.50%	Total proposed Sponsor Pool

This proposed structure is intended to ensure that the Project Initiators' interest is substantially earned through delivery rather than granted in full from day one. At every stage, vested Sponsor Equity remains subject to the Unified Community Anchor Rule and carries no independent bank-level vote.

Institutional Strength

Strategic Investors: Capital, Expertise and Institutional Strength

Strategic and institutional investors are expected to play a central role in the Masno model. The proposed structure does not reject strategic capital. Instead, it seeks to integrate serious institutional investors while protecting the Community Anchor.

Capital

Banking expertise

Technology & systems

Governance maturity

Financial discipline

Market credibility

Network access

Correspondent relationships

Their proposed 49% participation is intended to make Masno investable by serious partners without displacing the unified 51% Community Anchor held through Masno Holdings Ltd.

Governance

Governance: Ownership Does Not Mean Day-to-Day Control

Masno Bank must be governed as a regulated financial institution. Ownership does not mean automatic management control. The proposed governance model separates ownership, Board oversight, executive management, Shari'ah supervision and regulatory authority.

Proposed Masno Holdings Ltd Board — 7 Seats

Category	Seats
Founding Member-elected directors	4
Project Initiator / Sponsor nominee	1
Independent / professional directors	2
Total	7

Proposed Masno Bank Board — 9 Seats

Category	Seats
Masno Holdings Ltd nominees	3
Strategic Investor nominees	3
Independent non-executive directors	3
Total	9

Board Governance Principles

The Board governs; management manages.

Directors owe duties to Masno Bank, not merely to the group that nominated them.

Independent directors must be genuinely independent.

The Shari'ah Supervisory Board must remain independent.

The Bank of Somaliland remains the ultimate prudential authority.

Visual Summary

Proposed Ownership Structure

MASNO BANK
(Regulated Islamic Banking Institution — Proposed)

ONE CONSOLIDATED 51% VOTE

MASNO HOLDINGS LTD
51% — Unified Community Anchor

Founding Members

85.294%

(= 43.5% of Bank)

Project Initiators

14.706%

(= 7.5% of Bank)

STRATEGIC / INSTITUTIONAL
INVESTORS — 49%

Strategic investors hold their 49% directly in Masno Bank.

One Holding Company. One Community Anchor. One Majority Vote.

Important Clarifications

What This Page Does Not Mean

This page does not mean that:

Masno Bank is already licensed.

Masno Bank is accepting deposits.

Masno Bank is offering banking products.

Any person is being offered shares or securities.

Any person is being invited to invest.

Any payment is being requested.

Any contribution has become bank capital.

Any ownership structure has been finally approved by regulators.

Any return, dividend, liquidity event or capital appreciation is guaranteed.

Website registration creates legal, shareholder, investor, voting or economic rights.

Founding Members will control day-to-day banking operations.

Project Initiators will have unchecked management control.

Strategic investors will control the bank unilaterally.

Risk Awareness

Risks and Further Review

The proposed model remains subject to legal, regulatory, Shari'ah, capital mobilisation, governance, execution, cross-border, currency and licensing risks. The structure may change following professional advice, member consultation, regulatory feedback, strategic investor discussions or Shari'ah review.

No one should rely on this page as legal, financial, investment, tax, regulatory or Shari'ah advice.

Support the Vision

At this stage, Masno is inviting supporters to learn, register interest, share the vision, and help grow a responsible community around the project. Registration does not create any legal or financial obligation and does not guarantee future participation.

Masno Bank is a proposed Islamic banking institution. It is not yet licensed and does not currently provide banking services. This page is for information and community engagement only. It is not an offer of securities, an invitation to invest, a prospectus, crowdfunding, financial advice, investment advice, or a request for payment. Any future participation process will be subject to legal, regulatory, Shari'ah, KYC/AML, source-of-funds and final documentation requirements.