Ahli Bank SAOG : ADDITIONAL TIER 1 CAPITAL PROSPECTUS FOR AHLI BANK SAOG

ADDITIONAL TIER 1 CAPITAL PROSPECTUS

ISSUE MANAGER

COLLECTING BANK

His Majesty

Sultan Haitham bin Tarik

AHLI BANK SAOG

P.O. Box 545, P.C. 116, Mina Al Fahal, Sultanate of Oman

Tel: [phone] Fax: [phone]

www.ahlibank.om

ADDITIONAL TIER 1 CAPITAL PROSPECTUS

Issue of up to 54,000,000 Subordinated Perpetual Additional Tier 1 Capital Instruments (Bonds) on a private placement basis, at a price of RO 1.010 per Bond (including issue expenses of ten (10) Baizas per Bond), aggregating up to RO 54,540,000

Subscription Period

Subscription Opening Date: 17th December 2023

Subscription Closing Date: 20th December 2023

Issue Manager	Collecting Bank	Legal Advisor
Investment Banking Division -	AHLI BANK SAOG	Said Al Shahry & Partners
AHLI BANK SAOG	P.O. Box 545, P.C. 116,	(SASLO), Advocates and Legal
P.O. Box 545, P.C. 116,	Mina Al Fahal, Sultanate of Oman	Consultants
Tel: [phone]
Mina Al Fahal, Sultanate of Oman	P.O. Box 1288, P.C. 112, Ruwi,
Fax: [phone]
Tel: [phone]	Sultanate of Oman
Fax: [phone]		Tel: [phone],
		Fax [phone]

Registrar, Paying Agent, and Bondholders' Agent

MUSCAT CLEARING AND DEPOSITORY CO. SAOC

PO Box 952, PC 112, Ruwi, Sultanate of Oman

Tel: [phone], Fax: [phone]

This Prospectus has been prepared in accordance with the applicable guidelines stipulated by the Capital Market Authority (CMA) of the Sultanate of Oman. This is an unofficial English version of the original Prospectus prepared in Arabic and approved by the Capital Market Authority pursuant to Administrative Order No. E/105/2023 dated 13 December 2023 In the event of any conflict between the Arabic version and the English version, the Arabic version will prevail. The Capital Market Authority assumes no responsibility for the accuracy and adequacy of the statements and information contained in this Prospectus nor shall it have any liability for any damage or loss resulting from the reliance upon or use of any part of the same by any person.

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IMPORTANT NOTICE TO INVESTORS

All prospective subscribers/investors must read this notice.

This Prospectus does not constitute an offer or an invitation by or on behalf of Ahli Bank SAOG (the "Bank") to subscribe for or purchase the unsecured perpetual subordinated bonds of the Bank that are the subject of the private placement hereunder (the "Bonds") in any jurisdiction outside Oman where such distribution is, or may be, unlawful.

This Prospectus and the private placement contemplated hereby are intended only for certain select investors as identified by the Bank and do not constitute an offer to the public. As the Bonds are being offered on a private placement basis, this Prospectus is not intended for public circulation or distribution. Select investors may include, but are not limited to, pension funds, investment companies, portfolio management entities, high net worth individuals and any other person/entity identified by the Bank.

The objective of this Prospectus is to present all material information that may assist investors to make an appropriate decision as to whether or not to invest in the Bonds.

The members of the Board of Directors of the Bank are jointly and severally responsible for ensuring that this Prospectus does not contain any incorrect or misleading information or data that would influence the price of the Bonds or the reputation of the Bank or the investment decision of any investor and for ensuring that this Prospectus does not omit any material information regarding the Bonds that is required to be disclosed under applicable law or regulation in Oman.

All investors should examine and carefully review this Prospectus to decide whether it would be appropriate to invest in the Bonds taking into consideration all the information contained in this Prospectus in this context. Investors should not consider this Prospectus to be a recommendation by the Bank to subscribe for the Bonds. Each investor is responsible for obtaining their own independent professional advice on an investment in the Bonds and should conduct an independent evaluation of the information and assumptions contained herein using whatsoever analysis or projections they see fit as to whether or not to invest in the Bonds.

No person has been authorized to make any statement or provide any information in relation to the Bank or the Bonds other than the Chief Executive Officer of the Bank, and no person has been authorized to make any such statement or provide any such information which is not contained in, or which is inconsistent with, this Prospectus. Where any person makes any such statement or provides any such information, it must not be relied upon as having been authorized by the Bank or the Issue Manager or the Legal Adviser.

The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must determine the suitability of that investment considering his/her own circumstances. Each investor confirms to the Bank and the Issue Manager that it has the requisite experience of investing in similar securities to the Bonds, that an investment in the Bonds is appropriate to their ability to withstand risks, and that it agrees to bear such risks. Each investor further confirms to the Bank and the Issue Manager that an investment by such investor in the Bonds is appropriate to its objectives and requirements.

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IMPORTANT POINTS

This Prospectus includes relevant information that is deemed important and neither includes any misleading information nor excludes any material information, the omission of which may materially influence any investor's decision pertaining to the investment in the Bonds through this Prospectus.

All market investments carry various risks including market risks to varying degrees. The value of any security can fall as well as rise, depending on the market conditions.

ADDITIONAL IMPORTANT POINTS TO BE NOTED

References to documents

Summaries of documents, or of provisions thereof, contained in this Prospectus may not provide a complete summary thereof, and statements in this Prospectus relating to such documents may not be exact reproductions of such documents or parts thereof, and should not be relied upon as being comprehensive summaries/ statements in respect of such documents.

Scope of information

The information contained in this Prospectus is intended to provide an investor with adequate information relating to the investment opportunity and background information on the private placement contemplated hereby. However, this Prospectus does not necessarily contain all the information that an investor may consider material. The content of this Prospectus is not to be construed as legal or tax advice or as a business or investment opportunity. Each investor should consult their own lawyer, financial advisor or tax advisor for legal, financial or tax advice in relation to any purchase of or proposed subscription for Bonds.

Investor due diligence

Prior to making any decision as to whether to subscribe for Bonds or not, investors should read this Prospectus in its entirety. In making an investment decision, investors must rely upon their own examination of the terms of this Prospectus and the risks involved in making an investment.

Restrictions on the distribution of this Prospectus

The distribution of this Prospectus and the issue of the Bonds may, in certain jurisdictions, be restricted by law or may be subject to prior regulatory approvals. This Prospectus does not constitute an offer or an invitation by or on behalf of the Bank to any person in any jurisdiction outside Oman to subscribe for any of the Bonds where such offer or invitation would be unlawful. The Bank and the Issue Manager require persons into whose possession this Prospectus comes to inform themselves of, and to observe, all such restrictions. Neither the Bank nor the Issue Manager nor any of their respective directors, managers, accountants, advisers, lawyers or employees accepts any legal responsibility for any violation of any such restrictions on the sale, offer to sell or solicitation to subscribe for Bonds by any person, whether or not an investor, in any jurisdiction outside Oman where such sale, offer to sell or solicitation to subscribe, would be unlawful.

Without limiting the generality of the foregoing, investors that are resident in the GCC should also refer to "Selling Restrictions Outside Oman" below.

Restrictions on the use of information contained in this Prospectus

The information contained in this Prospectus may not be published, duplicated, copied or disclosed in whole or in part or otherwise used for any purpose other than in connection with the issue of the Bonds, without the prior written approval of the Bank and the Issue Manager.

Disclaimer of implied warranties

Save and except as required under applicable Omani law and regulations, no representation or warranty, express or implied, is given by the Bank or the Issue Manager, or any of their respective directors, managers, accountants, advisers, lawyers, employees or any other person as to the completeness of the contents of this Prospectus; or of the accuracy of any projections herein or in any other document or information supplied at any time in connection with the Bonds; or that this Prospectus or any other such document or information has remained unchanged after the issue thereof.

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SELLING RESTRICTIONS OUTSIDE OMAN

NOTICE TO THE RESIDENTS OF THE KINGDOM OF SAUDI ARABIA

This Prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations issued by the Saudi Arabian Capital Market Authority (the "Saudi CMA"). The Saudi CMA does not make any representations as to the accuracy or completeness of this Prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this Prospectus. The investors should conduct their own due diligence on the accuracy of the information relating to the Bonds. If an investor does not understand the contents of this Prospectus, he or she should consult an authorised financial adviser.

NOTICE TO THE RESIDENTS OF THE KINGDOM OF BAHRAIN

In relation to investors in the Kingdom of Bahrain, Bonds issued in connection with this Prospectus may only be offered in registered form to existing accountholders and accredited investors as defined by the Central Bank of Bahrain (the CBB) in the Kingdom of Bahrain where such investors make a minimum investment of at least U.S.$100,000 or any equivalent amount in another currency or such other amount as the CBB may determine. This Prospectus does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of the Central Bank and Financial Institutions Law 2006 (decree Law No. 64 of 2006). This Prospectus and related offering documents have not been and will not be registered as a prospectus with the CBB. Accordingly, no securities may be offered, sold or made the subject of an invitation for subscription or purchase nor will this Prospectus or any other related document or material be used in connection with any offer, sale or invitation to subscribe or purchase securities, whether directly or indirectly, to persons in the Kingdom of Bahrain, other than to accredited investors for an offer outside the Kingdom of Bahrain. The CBB has not reviewed, approved or registered this Prospectus or related offering documents and it has not in any way considered the merits of the Bonds to be offered for investment, whether in or outside the Kingdom of Bahrain. Therefore the CBB assumes no responsibility for the accuracy and completeness of the statements and information contained in this Prospectus and each expressly disclaims any liability whatsoever for any loss howsoever arising from reliance upon the whole or any part of the contents of this Prospectus.

NOTICE TO RESIDENTS OF THE STATE OF QATAR

This Prospectus does not and is not intended to constitute an offer, sale or delivery of bonds or other debt financing instruments under the laws of the State of Qatar. The Bonds have not been and will not be authorised by the Qatar Financial Markets Authority, the Qatar Financial Centre Regulatory Authority or the Qatar Central Bank in accordance with their regulations or any other regulations in the State of Qatar. The Bonds are not and will not be traded on the Qatar Exchange.

NOTICE TO THE RESIDENTS OF THE STATE OF KUWAIT

This Prospectus has not been reviewed by the Capital Markets Authority of Kuwait and is not issued by a person licensed by the Capital Markets Authority. Accordingly, this Prospectus may neither be circulated within the State of Kuwait nor may any Bonds be offered for subscription be sold, directly or indirectly, in the state of Kuwait. Moreover, no invitation or offer to subscribe for any of the Bonds may be made to persons, including for the avoidance of doubt, any legal entities, in the State of Kuwait. In the event that this Prospectus is forwarded to any person in the State of Kuwait, it should be disregarded and no steps should be taken in reliance upon it. No person in the State of Kuwait may accept or subscribe for, or purport to accept or subscribe for, the Bonds.

NOTICE TO THE RESIDENTS OF THE UNITED ARAB EMIRATES (EXCLUDING THE DUBAI INTERNATIONAL FINANCIAL CENTRE)

This Prospectus is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. By receiving this Prospectus, the person or entity to whom it has been issued understands, acknowledges and agrees that neither the Bonds nor this Prospectus have been approved by the UAE Central Bank, the UAE Ministry of Economy and Planning, the UAE Securities and Commodities Authority or any other authorities in the United Arab Emirates. The Issue Managers have not received authorisation or licensing from the UAE Central Bank, the UAE Ministry of Economy and Planning, the UAE Securities and Commodities Authority

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or any other authorities in the United Arab Emirates to market or sell the Bonds within the United Arab Emirates. No marketing or offer of the Bonds has been or will be made from within the United Arab Emirates and no purchase of the Bonds may or will be consummated within the United Arab Emirates. It should not be assumed that the Issue Manager is a licensed broker, dealer or investment adviser under the laws applicable in the United Arab Emirates, or that they advise individuals resident in the United Arab Emirates as to the appropriateness of investing in or purchasing or selling securities or other financial products. The Bonds may not be offered or sold directly or indirectly to the public in the United Arab Emirates. This Prospectus does not constitute a public offer of securities in the United Arab Emirates in accordance with the UAE Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise. Nothing contained in this Prospectus is intended to constitute investment, legal, tax, accounting or other professional advice. This Prospectus is for your information only and nothing in this Prospectus is intended to endorse or recommend a particular course of action. You should consult with an appropriate professional for specific advice rendered on the basis of your situation.

NOTICE TO THE RESIDENTS OF THE DUBAI INTERNATIONAL FINANCIAL CENTRE

This Prospectus is not intended to, and does not, constitute a financial promotion, an offer, sale or delivery of Bonds or other securities under the Dubai International Financial Centre (the "DIFC") Markets Law (DIFC Law 12 of 2004, as amended), Regulatory Law (DIFC Law 1 of 2004, as amended), under the Offered Securities Rules of the Dubai Financial Services Authority (the "DFSA") or otherwise. The Bonds are not intended for, are not being offered, distributed, sold or publicly promoted or advertised, directly or indirectly, to, or for the account or benefit of, any person in the DIFC. This Prospectus is not intended for distribution to any person in the DIFC and any such person that receives a copy of this Prospectus should not act or rely on this Prospectus and should ignore the same. The DFSA has not approved the offer of Bonds or this Prospectus nor taken steps to verify the information set out in it and has no responsibility for it.

FORWARD-LOOKING STATEMENTS

This Prospectus contains statements that relate to intentions, future acts, and future events. These statements generally can be classified as forward-looking statements and involve known and unknown risks, uncertainties and other important factors that could cause those future acts, events and circumstances to differ materially from the way in which they are presented in this Prospectus. The use of any of the words "aim", "anticipate", "continue", "estimate", "objective", "plan", "schedule", "intend", "expect", "may", "will", "project", "propose", "should", "believe", "will continue", "will pursue", and other words of similar import, are intended to identify forward-looking statements. These forward-looking statements are not historical facts but reflect current expectations regarding future results or events, and are based on various estimates, factors and assumptions. The Bank believes the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct. Moreover, forward-looking statements involve inherent risks and uncertainties and speak only as of the date they are made, and should not be relied upon as reflecting the Bank's expectations as of any subsequent date.

The Bank draws the attention of investors to a number of important factors that could cause actual results to differ materially from the Bank's expectations, including but not limited to:

• inability to estimate future performance;
• inability of the Bank to meet its debt service obligations;
• inability of the Bank to meet its payment obligations;
• certain financing and/or operational and maintenance risks;
• access to adequate insurance to cover all potential losses;
• change in monetary and/or interest policies of Oman, local and/or international inflation, local and/or international interest rates;
• fluctuations in foreign exchange rates, equity prices or other rates or prices;
• the performance of the financial markets and the economy of Oman;
• general political, economic and business conditions in Oman which may have an impact on the Bank's business activities;

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• changes in laws and/or regulation and/or conditions (including fiscal developments) that may have a bearing on the position of the Bank's clients, and/or suppliers, or the banking sector in Oman;
• increased competition in the banking sector in Oman, changes in the economic and/or financial conditions of the Bank's clients, suppliers and the banking sector;
• level of demand for the Bank's products and services; and
• other factors described in Chapter‎ 7: "Risk Factors and Mitigants" of this Prospectus.

The Bank offers no assurance that forward-looking statements will materialize.

By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could be materially different from those that have been estimated. None of the Bank or the Issue Manager or any of their respective affiliates intends to nor has any obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, unless required by applicable law.

The risk factors described above do not comprise all of the important factors that could cause actual results to differ materially from those presented in the forward-looking statements in this Prospectus. For examples of other risk factors, see Chapter 7: Risk Factors and Mitigants of this Prospectus. The Bank will adhere to the disclosure rules and regulations issued by the CMA, which includes making timely disclosure regarding the Bank's results of operation. The Bank advises investors to track the information or announcements made by the CMA through the MSX website at www.msx.om.

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Financial Data

The Issue Manager has not independently verified any of the projections or any of the financial or other data prepared by the Bank.

Unless stated otherwise, the financial data in this Prospectus is derived from the Bank's audited financial statements or its unaudited interim financial statements, in each case prepared in accordance with IFRS. Copies of the Bank's financial statements are available on the MSX website or on the Bank's website. The Bank's Financial Year commences on 1 January and ends on 31 December. In this Prospectus, any discrepancy in any table between the total and the sum of the relevant amounts listed is due to rounding.

Currency of Presentation

In this Prospectus, all references to "RO", "OMR", and "Omani Rials" are to Omani Rials, the official currency of Oman.

Industry and Market Data

Unless stated otherwise, industry and market data used throughout this Prospectus has been obtained from third- party industry publications and/or websites. Although it is believed that industry data used in this Prospectus is reliable, it has not been independently verified; therefore, its accuracy and completeness is not guaranteed and its reliability cannot be assured. Similarly, internal company reports, while believed to be reliable, have not been verified by any independent sources. The extent to which the market and industry data used in this Prospectus is meaningful depends on the reader's familiarity with and understanding of the methodologies used in compiling such data.