Bank muscat SAOG : Bounce Perpetual Bonus Bank Muscat S.A.O.G.

Prospectus

Subordinated Perpetual Additional Tier 1 Capital Instruments

Issue Date: 20 November 2022

Issuer

Bank Muscat S.A.O.G.

P.O. Box 134, P.C. 112, Ruwi

Sultanate of Oman

Tel: [phone]; Fax: [phone]

URL: www.bankmuscat.com

PROSPECTUS FOR THE ISSUE OF 375,319,853, 4.25% SUBORDINATED

PERPETUAL ADDITIONAL TIER I CAPITAL INSTRUMENTS

(Bonds)

(Issue Price of RO 1.000 per Bond)

Issue Manager

Investment Banking

Registrar, Paying Agent and Bondholders' Agent

Muscat Clearing and Depository SAOC

P.O Box 952, Ruwi, PC 112, Sultanate of Oman

Tel: [phone]; Fax: [phone]

Legal Advisor

Al Busaidy, Mansoor Jamal & Co.

Barristers & Legal Consultants

P.O. Box 686, Postal Code 112, Ruwi, Sultanate of Oman

Tel: [phone]; Fax: [phone]

URL: www.amjoman.com

This Prospectus has been prepared in accordance with the requirements as prescribed by the Capital Market Authority (the "CMA"). This is an unofficial English translation of the original Prospectus prepared in Arabic and approved by the CMA in accordance with Administrative Decision No. Kh/146/2022 dated 13 November 2022. The Capital Market Authority assumes no responsibility for the accuracy and adequacy of the statements and information contained in this Prospectus nor will 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

The objective of this Prospectus is to present material information relating to the securities which are being issued to the Bank's shareholders by way of a dividend.

This Prospectus includes all material information and data relating to the securities and does not contain any misleading information or omit any material information.

The Board of Directors of Bank Muscat SAOG ("Bank") are jointly and severally responsible for the integrity and adequacy of the information contained in this Prospectus and the same has been prepared in good faith. All reasonable care has been taken to include material information and no such 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 gain an understanding of the securities, which are the subject of this Prospectus.

No person has been authorized to make any statements or provide information in relation to the Issuer or the Bonds other than the persons whose names are referenced in this Prospectus. Where any person whose name is not referenced in this Prospectus makes any statement or provides information it should not be taken as authorized by the Issuer or the Issue Manager.

Forward-Looking Statements

This Prospectus contains statements that constitute statements relating to intentions, future acts and events. Such statements are generally 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 from the way implicitly portrayed with this Prospectus. The use of any of the words "anticipate", "continue", "estimate", "schedule", "intend", "expect", "may", "will", "project", "propose", "should", "believe" "will continue", "will pursue" and similar expressions 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 those 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 at the date they are made and should not be relied upon as representing the Bank's estimates as of any subsequent date.

The Bank cautions investors that a number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, the following:

• level of demand for the Bank's products and services;
• the competitive environment;
• regulatory, legal and fiscal developments;
• fluctuations in foreign exchange rates, equity prices or other rates or prices;
• inability to estimate future performance;
• performance of the Omani economy; and
• other factors described in the Section titled "Risk Factors and Mitigants" of this Prospectus.

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The Bank cannot provide any assurance that forward-looking statements will materialize. The Bank, the Issue Manager and any of their respective affiliates, disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required by securities laws. For a description of material factors that could cause the Bank's actual results to differ materially from the forward-looking statements in this Prospectus, see section titled "Risk Factors and Mitigants" of this prospectus. The risk factors described in this Prospectus are not necessarily comprehensive of all of the important factors that could cause actual results to differ materially from those expressed in the forward-looking statements.

Currency of Presentation: All references to "Rials" or "RO" are to Omani Rials, the official currency of the Sultanate of Oman. The Omani Rial is pegged to the US Dollar and the pegged exchange rate is 1 USD = 0.385 OMR, 1 OMR is composed of 1,000 Baizas.

Industry and Market Data: Industry and market data in this Prospectus has been obtained from third parties or from public sources such as websites and publications. Neither the management of the Bank nor the Issue Manager has independently verified any of the data from third party sources referred to in this Prospectus or ascertained the underlying assumptions relied upon by such sources. In addition, neither the Bank nor the Issue Manager has independently verified any of the industry data prepared by management of the Bank.

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