Omans First Islamic Bank

BANK NIZWA SAOG (UNDER FORMATION)

INITIAL PUBLIC OFFERING

MAY 2012

ABOUT BANK NIZWA

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ABOUT THE ISSUER

The Founders are in the process of establishing a new commercial bank in Oman to be called Bank Nizwa SAOG, to offer only Sharia compliant products and services. Primary Promoter and Founding Investor - Sheikh Saud Bin Ali Al Khalili Sheikh Saud bin Ali Al Khalili has played a key role in the countrys development having been the countrys first education minister and subsequently an ambassador. Sheikh Saud has a strong entrepreneurial background, having founded the Al-Taher Group, which includes companies active in the construction, engineering, fishing, trading and real estate industries, among others. The Bank is being promoted by Sheikh Saud and a group of 92 other founder shareholders. Under Terms of Reference, the Founders appointed a Founding Committee to represent them and to help manage the establishment of the Bank as a licensed Sharia-compliant commercial bank. The Founding Committee consists of five individuals including the Chairman of the Founding Committee, Mr. Ahmed Bin Saif Al-Rawahi.
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FOUNDERS
The Founders of the Bank who hold 5% or more of the Banks Capital (preIPO) are given below:
Name Nationality Shares Subscribe d 75,000,000 60,000,000 Amount Subscribed
(OMR)

% of Share Capital (preIPO) 8.33% 6.67%

Diwan of Royal Court Employees Pension Fund Sheikh Saud Bin Ali Al Khalili

Omani Omani

7,500,000 6,000,000

Other Founders include Pension Funds, Mutual Funds, Members of Royal Family, Corporates, Family Businesses, High Net Worth Individuals, and Investment Companies.

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LAUNCH PLAN
The Founding Committee appointed by Founders, is working towards satisfying the conditions set by the CBO to secure the grant of a final approval and the award of a full banking license. The Founding Committee is also liaising with the CBO about the new Islamic Banking Regulatory Framework. The Founders are also taking steps to secure all approvals for the appointment of a Sharia Supervisory Board. The Founding Committee, together with its appointed consultants, is progressing the development of an operating model for the Bank, the procurement of IT infrastructure, and the creation of the internal policies and procedures. On staffing, the Founding Committee has appointed Dr. Jamil El Jaroudi to help lead the build and launch of the Bank as the first CEO. In addition, a General Manager for Retail & Private Banking has been appointed. The Founding Committee has tabled a number of other candidates names to the CBO for approval, prior to announcing further senior appointments. The Founding Committee launched the brand on 10 March 2012, and is planning a public relations campaign to support the introduction of Islamic finance to Oman.

Branch premises have been chosen in Shatti Al Qurum (Muscat), Nizwa and Sohar, together with head offices in Shatti al Qurum.
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OBJECTIVE OF THE OFFER AND USE OF PROCEEDS

The objective of the Offer is to establish the Bank as an SAOG after completing due process. The Founders are also seeking the broad participation of the general public and investment community in this pioneering Islamic financial institution through the Offer. The Bank will raise an amount of RO 60 million (net of the amount collected towards the issue expenses). The Bank will use the funds as equity capital. The funds will be retained in bank accounts pending deployment. The Bank will be raising bank deposits and these details are given in the Prospectus in the financial projections. Subject to applicable regulatory approvals, the Founders and the Founding Committee expect to secure the incorporation of the Company in mid-2012, and to begin operations in the third quarter of 2012.

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MARKET & OPPORTUNITIES

Opportunity exists to establish a Sharia compliant bank in Oman for three main reasons:
Substantial unmet demand for Sharia compliant products Growth in the Omani banking system Attractive economic, demographic and business fundamentals

Significant opportunity to address the unmet demand for non-conventional banking in Oman
Initial market research suggests that there is strong demand for non-conventional banking in Oman The new Bank will provide products and services that cater to this nee and will build a successful track record in the provision of these services.

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ABOUT ISLAMIC BANKING

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ISLAMIC BANKING OVERVIEW

Islamic finance refers to a system of financial activity that is consistent with the principles of Sharia and its practical application in the business area. Interest (riba or usury) is prohibited by Sharia law, regardless of whether it is being paid or received. It is also prohibited under Islamic principles of finance to invest in businesses that provide goods or services considered contrary to Sharia principles including gambling and speculation. Money is seen as a medium of exchange, and not as a commodity that by itself generates a pre-determined claim in the form of interest, which is contrary to Sharia principles. Islamic institutions can profit by risk sharing or by participating in the creation of a productive asset.

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MARKET SIZE & GROWTH

The market for Islamic finance has grown rapidly over the last few years. The global value of Sharia compliant assets is estimated to have reached US$ 1 trillion in 2010.

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CONVENTIONAL & ISLAMIC BANKING PRODUCTS

*Key reference in Sharia 1. Murabaha 2. Mudaraba 3. Musharaka 4. Istisnaa 5. Ijarah 6. Salam 7. Tawaruq 8. Qard-hasna 9. Wakala 10. Kafalah 11. Sukuk 12. Bay Al Inah 13. Ujrah

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ABOUT THE IPO

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ISSUE MANAGER & LEAD UNDERWRITING ARRANGER

INVESTMENT MANAGEMENT GROUP

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UNDERWRITERS
In case of a shortfall in the subscription of the offered Shares, the shortfall shall be underwritten as under:
1 2 3 4 5 6 7 8 9 Oman Arab Bank SAOC Ahli Bank SAOG Bank Sohar SAOG Bank Dofar SAOG Gulf Baader Capital Markets SAOC United Securities LLC The Financial Corporation Co. SAOG Al Maha Financial Services LLC Horizons Capital Markets SAOC Al Madina Financial & Investment Services Company 10 SAOC 11 National Securities Co. SAOG
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COLLECTING BANKS

Oman Arab Bank

Bank Muscat

Bank Nizwa IPO

Bank Dhofar

Nationa l Bank of Oman

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IPO TIME TABLE

Procedure Commencement of subscription Closing of subscription Receipt of final subscription data from Collecting Banks Notifying the CMA of the outcome of the Offer and proposal with regard to the allotment Approval of the CMA with regard to the proposal for the allotment Completion of the allotment procedures and refund of the excess amounts Commencement of dispatch of the notices regarding allotment and invitation for CGM Listing of the Shares with MSM CGM Date 23rd April 2012 22nd May 2012 3rd June 2012 5th June 2012 6th June 2012

7th June 2012

7th June 2012 12th June 2012 21st June 2012

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DETAILS OF THE IPO

Shares offered for subscription 600,000,000 (Six Hundred Million) Ordinary Shares of nominal value RO 0.100 each, aggregating RO 60,000,000 (Omani Rial Sixty Million Only) (i.e. 40% of the Issued & Paid-Up Capital of the Bank post IPO). Offer Price RO 0.102 (One Hundred and Two Baizas Only) per Share;

(comprising a nominal value of Baizas 100 per Share and issue expenses of Baizas 2 per Share)

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PERSONS ELIGIBLE TO SUBSCRIBE THE OFFER

The Offer will be open to Omani and non-Omani individuals and juristic persons. Total foreign ownership following listing shall not exceed 70% of the paid up share capital of the Bank. It should be noted that pursuant to Ministerial Decision 205/2007 issued by the former Ministry of National Economy, all GCC nationals are treated as Omani nationals in respect of ownership of and trading in shares and the establishment of companies in Oman.

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OVERALL OFFERING SPLIT AND ALLOTMENT PROCEDURES

In case of over-subscription, the Offer of 600,000,000 Shares shall be split among the eligible investor groups, in the following portions: Category I: 360,000,000 Shares, being 60% of the Offer, for individuals only applying for a maximum of or equal to 100,000 Offer Shares. Distribution of Offer Shares shall be on a pro-rata basis. Category II: 240,000,000 Shares, being 40% of the Offer, for individuals and juristic persons applying for more than 100,000 Offer Shares. Distribution of Offer Shares shall be on a pro-rata basis. Any under subscription in any category shall be carried to the other category. Allotment for non-Omani shareholders will be limited to a maximum of 70% of the paid up capital of the Bank. The final allocation on the above basis will be decided by the Issue Manager and the Bank in consultation with the CMA.

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MINIMUM & MAXIMUM LIMIT FOR THE SUBSCRIPTION

Minimum
Category I: 1,000 Shares and in multiples of 100 thereafter, the offered Shares will be allocated on a pro-rata basis to individuals.
Category II: 100,100 Shares and in multiples of 100 thereafter, the offered Shares will be allocated on a pro-rata basis to individuals and juristic persons.

Maximum
Category I: 100,000 Shares Category II: 10% of the total Offer size representing 60,000,000 (Sixty Million) Shares

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HOW TO GET MCD # ?

The Head Office of the MCD, Commercial Business District, Muscat, Oman. The branch of the MSM based in Salalah, Oman

Tel: +968 23299822 Fax: +968 23299833.

The office of any brokerage company licensed by the MSM. by sending a facsimile to the MCD at +968 24817491.

by opening an account through the MCD website at www.csdoman.co.om .

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IMG CONTACTS FOR IPO

IMG Contact Personnel for the IPO; 1. Mr. Ahmed Marhoon Al Farsi Ph. (Direct): +968 24 827 344/341 & +968 24 754 321 Ph. (Mobile): +968 99 376 885 Email: a.farsi@oabinvest.com 2. Mr. Ahmed Nasser Al Riyami Ph. (Direct): +968 24 827 328 & +968 24 754 304 Ph. (Mobile): +968 92 191 449 Email: a.riyami@oabinvest.com Address: PO Box 2010, Ruwi, PC 112, Sultanate of Oman Fax: + 968 24 827 367

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DISCLAIMER

Equity investments are subject to various risks, please refer Prospectus for risks associated with the offered shares and consult your financial advisor before investing.

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THANK YOU

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