Ahli Bank SAOG : Prospectus Perpetual Bonds of Ahli Bank SAOG

PO Box 545, PC 116, Mina Al Fahal, Sultanate of Oman

Tel: [phone] Fax: [phone]

https://ahlibank.om

PROSPECTUS

Issue of up to 75,000,000 Subordinated Perpetual Additional Tier I Capital Instruments

(Bonds) on a private placement basis, comprising up to 50,000,000 Bonds and a Green Shoe

Option of up to an additional 25,000,000 Bonds, at a price of RO 1.005 per Bond

(comprising a nominal value of RO 1 per Bond and issue expenses of 5 Baizas per Bond),

aggregating up to

RO 75,375,000

Subscription Period

SUBSCRIPTION OPENING DATE: 7 AUGUST 2022

SUBSCRIPTION CLOSING DATE: 8 AUGUST 2022

ISSUE MANAGER

Investment Banking Division

Ahli Bank SAOG

PO Box 545, PC 116, Sultanate of Oman

Tel: [phone], Fax: [phone]

Legal Advisor

Registrar, Paying Agent, and Bondholders' Agent

Said Al Shahry & Partners (SASLO),	Muscat Clearing and Depository Co. SAOC
Advocates & Legal Consultants
PO Box 952, PC 112, Ruwi, Sultanate of Oman
PO Box 1288, PC 112, Ruwi, Oman
Tel: [phone], Fax: [phone]
Tel: [phone], Fax: [phone]
	COLLECTING BANK

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. H/111/2022 dated 2 August 2022. 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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		Table of Contents
IMPORTANT NOTICE TO INVESTORS.......................................................................................................................................	3
DEFINITIONS AND ABBREVIATIONS .......................................................................................................................................	9
SECTION 1- KEY TERMS OF THE ISSUE .................................................................................................................................	19
SECTION 2- PURPOSE OF THE ISSUE AND ISSUE EXPENSES ............................................................................................	28
SECTION 3 - BANK'S OBJECTS AND APPROVALS ...............................................................................................................	29
SECTION 4 - CREDIT RATINGS OF THE BANK ......................................................................................................................	35
SECTION 5 - TERMS AND CONDITIONS OF THE BONDS ....................................................................................................	40
SECTION 6	- RISK FACTORS AND MITIGANTS .....................................................................................................................	56
SECTION 7	- RIGHTS AND RESPONSIBILITIES......................................................................................................................	62
SECTION 8	- FINANCIAL HIGHLIGHTS ..................................................................................................................................	65
SECTION 9	- RELATED PARTY TRANSACTIONS .................................................................................................................	74
SECTION 10	- CORPORATE SNAPSHOT, BUSINESS PLAN AND STRATEGY ...................................................................	76
SECTION 11- CORPORATE GOVERNANCE, BOARD OF DIRECTORS AND MANAGEMENT TEAM ............................	81
SECTION 12	- SHARE PRICE MOVEMENT AND DIVIDEND POLICY .................................................................................	87
SECTION 13	- SUBSCRIPTION CONDITIONS AND PROCEDURES......................................................................................	88
SECTION 14	- UNDERTAKINGS ................................................................................................................................................	94

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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.

Bank credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

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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.

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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.

SELLING RESTRICTIONS OUTSIDE OMAN

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 "KSA CMA") as amended by the Resolution of the Board of the KSA CMA Number 5-5-2022 dated 2/6/1443H corresponding to 5/1/2022G. The KSA 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. 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.

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 US$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 under Article 81 of the Central Bank and Financial Institutions Law 2006 (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.

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 Stock Exchange.

State of Kuwait

This Prospectus has not been reviewed by the Capital Markets Authority of Kuwait (the "Kuwait CMA") and is not issued by a person licensed by the Kuwait CMA. 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

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