Ahli Bank SAOG : Rights Issue Prospectus Of Ahli BAnk SAOG

RIGHTS ISSUE PROSPECTUS

Rights Issue of 400,000,000 shares at a price of Baizas 126 per share (including issue expense of Baiza 1 per share)

RIGHTS TRADING PERIOD

Opening Date: 10th August, 2023

Closing Date: 23rd August, 2023

RIGHTS SUBSCRIPTION PERIOD

Opening Date: 16th August, 2023

Closing Date: 30th August, 2023

AHLI BANK SAOG

P.O. Box545, P.C. 116, Mina Al Fahal, Sultanate of Oman

Tel: [phone] Fax: [phone]

www.ahlibank.om

RIGHTS ISSUE PROSPECTUS

Rights Issue of 400,000,000 shares at a price of Baizas 126 per share

(including issue expense of Baiza 1 per share)

RIGHTS TRADING PERIOD	RIGHTS SUBSCRIPTION PERIOD
Opening Date: 10th August, 2023	Opening Date: 16th August, 2023
Closing Date: 23rd August, 2023	Closing Date: 30th August, 2023

Issue Manager

AHLI BANK SAOG

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

Tel: [phone] Fax: [phone]

Collecting Bank

Ahli Bank SAOG

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

Tel: [phone]

Legal Advisor

Said Al Shahry & Partners (SASLO), Advocates and Legal Consultants

P.O. Box 1288, P.C. 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 vide its Administrative Decision No. E/62/2023 dated 25 July 2023. In the event of any conflict between the English and Arabic versions, the Arabic version will prevail. The Capital Market Authority assumes no responsibilityfor 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 should read this notice.

The aim 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 shares of Ahli Bank SAOG (the "Bank") that are the subject of the rights issue hereunder (the "Offer Shares").

This Prospectus includes all material information and data and does not contain any misleading information or omit any material information that would have a positive or negative impact on an investor's decision as to whether or not to invest in the Offer Shares.

The members of the Board of Directors of the Bank are jointly and severally responsible for the integrity and adequacy of the information contained in this Prospectus and confirm that, to their knowledge, appropriate due diligence had been observed in the preparation of this Prospectus and further confirm that no material information has been omitted, the omission of which would render this Prospectus misleading.

All investors should examine and carefully review this Prospectus in order to decide whether it would be appropriate to invest in the Offer Shares by 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 Offer Shares. Each investor is responsible for obtaining their own independent professional advice on an investment in the Offer Shares, 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 Offer Shares.

No person has been authorized to make any statement or provide any information in relation to the Bank or the Offer Shares 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 Advisor.

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 Offer Shares 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.

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ADDITIONAL IMPORTANT POINTS TO BE NOTED

References to documents

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

Scope of information

The information contained in this Prospectus is intended to provide a prospective Applicant with adequate information relating to the investment opportunity and background information on the rights issue contemplated hereby. However, this Prospectus does not necessarily contain all the information that a prospective Applicant may consider material. The content of this Prospectus is not to be construed as legal, business or tax advice. Each prospective Applicant 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 Offer Shares.

Investor due diligence

Prior to making any decision as to whether to subscribe for Offer Shares or not, prospective Applicants should read this Prospectus in its entirety. In making an investment decision, prospective Applicants 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 Offer Shares 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 Offer Shares 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 Offer Shares by any person, whether or not a prospective Applicant, in any jurisdiction outside Oman where such sale, offer to sell or solicitation to subscribe, would be unlawful.

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 Offer Shares, 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 any other document or information supplied at any time in connection with the Offer Shares; or that this Prospectus or any other such document or information

has remained unchanged after the issue thereof.

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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. Similarly, statements that describe the Bank's strategies, objectives, plans or goals are also 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. No assurance can be given that these expectations will prove to be correct. Moreover, forward-looking statements involve inherent risks, assumptions and uncertainties that could cause actual outcomes (including among other things, the Bank's result of operations, financial condition, cash flows, liquidity, financial projects and growth) to differ materially from those contemplated by the relevant forward-looking statement. Forward-looking statements 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;

• 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 10 of this Prospectus.

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.

The Bank offers no assurance that forward-looking statements will materialize. Neither the Bank nor the Issue Manager nor 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.

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