Sohar International Bank SAOG : Prospectus for Sohar International Bank SAOG

Prospectus Rights Issue

Subscription opening date: 12 September 2022

Subscription closing date: 20 September 2022

Sohar International Bank SAOG

PO Box 44, PC 114, Hai Al Mina, Sultanate of Oman

Tel: [phone] Fax: [phone]

www.soharinternational.com

RIGHTS ISSUE PROSPECTUS

Rights Issue of 1,600,000,000 shares at a price of Baisa 102 per share

(with a share price of Baisa 100 per share plus issue expenses of Baisa 2 per share)

RIGHTS TRADING PERIOD	ISSUE PERIOD
Opening Date: 7 September 2022	Opening Date: 12 September 2022
Closing Date: 13 September 2022	Closing Date: 20 September 2022

Financial Advisor and Issue Manager

Sohar International Bank SAOG

PO Box 44 PC 114 Hai Al Mina, Sultanate of Oman

Tel: [phone]

Collecting Bank

Sohar International Bank SAOG

P.O. Box 44 P.C. 114 Hai Al Mina, Sultanate of Oman

Tel: [phone]

Legal Advisor

Nasser Al Habsi & Saif Al Mamari Law Firm in association with Addleshaw Goddard (Middle East) LLP

P.O. Box 4 P.C. 102 Alqurum, Sultanate of Oman

Tel: [phone], Fax [phone]

This Prospectus has been prepared in accordance with the applicable guidelines stipulated by the Capital Market Authority of Sultanate of Oman. This is an unofficial English version of the original prospectus prepared in Arabic and approved by Capital Market Authority vide its Administrative Decision no. kh/119/2022 dated 21 August 2022. In the event of any conflict between the English and Arabic versions of the prospectus, the Arabic version will prevail. The Capital Market Authority assumes no responsibility for the accuracy and adequacy of the statements and information contained in the 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.

His Majesty

Sultan Haitham Bin Tarik Al Said

IMPORTANT NOTICE TO INVESTORS

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

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

The Board of Directors of the Issuer 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 offered securities by taking into consideration the information contained in this Prospectus in the context. Investors should not consider this Prospectus a recommendation by the Issuer to subscribe the offered securities. Every investor shall bear the responsibility of obtaining independent professional advice on the investment in the offered securities and conduct independent evaluation of the information and assumptions contained herein using whatsoever analysis or projections he/she sees fit as to whether or not to invest in the offered securities.

It is noteworthy that no person has been authorized to make any statements or provide information on the Issuer or the offered securities other than the persons whose names are indicated herein. Where any person makes any statement or provides information, it should not be taken as authorized by the Issuer or the Issue Manager.

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 offered securities through this Prospectus. All summaries of documents or provisions of documents provided in this Prospectus should not be relied upon as being comprehensive statements in respect of such documents and are only to be seen as being a summary of such documents.

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 POINTS TO BE NOTED

References to documents

All summaries of documents referred to in this

Prospectus may not provide a complete summary of such documents, 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 statements in respect of such documents.

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 Issue. 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 his own lawyer, financial advisor or tax advisor for legal, financial or tax advice in relation to any purchase or proposed subscription to the Issue.

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Investor due diligence

Prior to making any decision as to whether to subscribe to the Issue, 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 distribution of this Prospectus

The distribution of this Prospectus and the Issue may, in certain jurisdictions, be restricted by law or may be subject to prior regulatoryapprovals.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 purchase 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 them of and observe, all such restrictions. None of the Bank or the Issue Manager accept any legal responsibility for anyviolation 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 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, without the prior written approval of the Bank and the Issue Manager other than the purpose it has been issued for.

Disclaimer of implied warranties

Save and except as required underapplicable lawand 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 Issue; or that any such document has remained unchanged after the issue thereof.

FORWARD-LOOKING STATEMENTS

This Prospectus may contain certain "forward- looking statements". These forward-looking statements generally can be identified by the use of forward-looking terminology, including terms such as "aim", "anticipate", "believe", "expect", "estimate", "goal", "intend", "objective", "plan", "project", "shall", "will", "will continue", "will pursue", their negative, or other words or phrases of similar import. Similarly, statements that describe the Bank's strategies, objectives, plans or goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual outcomes, including among other things, the Bank's result of operations, financial condition, cash flows, liquidity, financial projections and growth to differ materially from those contemplated by the relevant forward- looking statement.

Important factors that could cause actual results to differ materially from the Bank's expectations include but are 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 in 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 that may have a bearing on the position of the Bank's clients, and/or suppliers, or the banking sector in Oman; and

• 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.

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 have any obligation to update or otherwise revise any statements in this Prospectus to reflect circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition or differ in actuality.

The above list is not exhaustive and for a further discussion of factors that could cause actual results to differ, see the Chapter on Risk Factors 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 it through the MSX website at www.msx.om.

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Financial Data

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 financial statements are available on 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" and/or "Omani Rials" are to the legal 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 and 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.

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