Bank Nizwa SAOG (Under Formation)

Initial Public Offering of 600,000,000 Shares Offer Price: RO 0.102 per Share (Comprising a nominal value of RO 0.100 per Share and Issue Expenses of Baizas 2 per Share) Offer Opens on: April 23, 2012; Offer Closes on: May 22, 2012
(This document has been extracted from the unofficial translation of the original Prospectus prepared in Arabic and approve by Capital Market Authority in accordance with the Administrative Decision number E/24/2012 dated April 15, 2012)

GENERAL INFORMATION ON THE OFFER

Company Duration Financial year Bank Nizwa SAOG (under formation). The registered office of the Bank shall be situated in Muscat, Sultanate of Oman. Unlimited. The financial year of the Company shall commence on 1 January and end on 31 December of each year. However, the first financial year shall commence from the date of registration of the Company in the Commercial Register and end at the end of the same year if the Company was incorporated on or before 30 June, and if incorporated on or after 1 July the first financial year shall end at the end of the following year. RO 300,000,000 (Omani Rial Three Hundred Million Only) divided into 3,000,000,000 (Three Thousand Million) Shares of nominal value of RO 0.100 each. RO 90,000,000 (Omani Rial Ninety Million Only) divided into 900,000,000 (Nine Hundred Million) Shares of nominal value of RO 0.100 each have been subscribed and paid in full by the Founders. 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). RO 150,000,000 (Omani Rial One Hundred and Fifty Million Only) divided into 1,500,000,000 (One Thousand Five Hundred Million) Shares of nominal value of RO 0.100 each. All the equity Shares issued by the Company and the entire equity capital of the Company consists only of ordinary Shares and each single Share carries the right to one vote at the Constitutive General Meeting and any General Meeting of the Bank. RO 0.102 (One Hundred and Two Baizas Only) per Share; comprising a nominal value of RO 0.100 per Share and issue expenses of Baizas 2 per Share. The net proceeds of the Offer will be used by the Bank for financing its operations. Please refer to the Chapter entitled Objective of The Offer and Use of the Proceeds for details. 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. The following prohibitions apply for the Offer: 1. Sole Proprietorship Establishments cannot apply for the Shares. However, the owners of sole proprietorship establishments may submit Applications in their personal names. 2. Multiple Applications are not permitted. An Applicant may not submit more than one Application. 3. Joint Applications (i.e. Applications made in the name of more than one individual, including Applications made on behalf of legal heirs) are not permitted. These applications should only be made in their personal names. 4. Trust Accounts cannot apply for the Shares. Brokers shall advise their clients to subscribe in their personal names. All applications falling in any of above categories will be rejected without notifying the Applicant.

Authorized Share capital of the Bank Paid-up Share capital of the Bank (before IPO) Shares offered for subscription

Paid-up Share capital of the Bank (after the IPO) Types and characteristics of offered Shares Offer Price Purpose of IPO (Use of Proceeds)

Persons eligible to subscribe the Offer

Prohibitions on subscription

Bank Nizwa SAOG (under formation)

IPO Summary Prospectus

Proposed allotment

In case of over-subscription of the Offer, the Shares shall be allotted among the eligible investor groups, as follows: Category I: 360,000,000 (Three Hundred and Sixty Million) Shares, being 60% of the offered Shares will be allocated on a pro-rata basis to individuals only applying for a maximum of or equal to 100,000 Shares. Category II: 240,000,000 (Two Hundred and Forty Million), being 40% of the offered Shares will be allocated on a pro-rata basis to individuals and juristic persons applying for more than 100,000 Shares. Any under subscription in any Category shall be carried over to the other category as described in more detail in the Chapter Subscription Conditions and Procedures of the Prospectus. Allotment for foreign nationals will be limited to a maximum of 70% of the paid-up capital of the Bank.

Minimum limit for the subscription under One (1) Application Maximum limit for the subscription under One (1) Application Restrictions on shareholding of the Founders

Category I: 1,000 Shares and in multiples of 100 thereafter Category II: 100,100 Shares and in multiples of 100 thereafter Category I: 100,000 Shares Category II: 10% of the total Offer size representing 60,000,000 (Sixty Million) Shares In accordance with Article 77 of the CCL, the Founders of the Company shall not withdraw from the Company or dispose of their Shares prior to publication of two balance sheets pertaining to two consecutive financial years, effective from the date of listing of the Shares on the MSM. An exception to this shall be the cases of assignment of the Shares amongst the Shareholders themselves and cases of inheritance. The period during which the Founders are not permitted to withdraw or dispose of their Shares may be extended for a further one year by a decision of the MOCI, at the request of the CMA, without prejudice to the rights of the Founders to make second grade pledge on those Shares. 23nd April 2012 22st May 2012 12th June 2012 Oman Arab Bank SAOC Investment Management Group P.O. Box 2010, P.C. 112, Ruwi, Muscat, Sultanate of Oman. Tel: +968 2475 4304 Fax: +968 2482 7367 www.oabinvest.com 1. Oman Arab Bank SAOC 2. Bank Muscat SAOG 3. National Bank of Oman SAOG 4. Bank Dhofar SAOG 1. Oman Arab Bank SAOC 2. Ahli Bank SAOG 3. Bank Sohar SAOG 4. Bank Dhofar SAOG 5. Gulf Baader Capital Markets SAOC 6. United Securities LLC 7. The Financial Corporation Co. SAOG 8. Al Maha Financial Services LLC 9. Horizons Capital Markets SAOC 10. Al Madina Financial & Investment Services Company SAOC 11. National Securities Co. SAOG PricewaterhouseCoopers LLP Hatat House, Suites 205-210 Wadi Adai, Muscat, Oman Telephone + 968 24 559 110 Facsimile + 968 24 564 408 www.pwc.com/middle-east KPMG Page 2 of 13

Opening Date of Offer Closing Date of Offer Expected listing date on MSM Issue Manager

Collecting Banks

Underwriters

Firm that prepared the Feasibility Study and Business Plan

Reporting Accountants

Bank Nizwa SAOG (under formation)

IPO Summary Prospectus

4th Floor, HSBC Bank Building MBD Muscat, Sultanate of Oman Tel: +968 2470 9181 Fax: +968 2470 0839 www.kpmg.com Legal Advisors Trowers & Hamlins Al Jawhara Building, Al Muntazah Street, Shatti Al Qurum PO Box 2991, PC 112, Muscat, Sultanate of Oman Tel: +968 2468 2900 Fax: +968 2469 7609 Website: www.trowers.com Muscat Clearing and Depository Co. SAOC PO Box 952, PC 112, Ruwi, Sultanate of Oman Tel: 24822222, Fax: 24817491 Website: www.csdoman.co.om

Registration and Transfer Agent

BACKGROUND TO 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. The Central Bank of Oman issued letters on 10 May 2011 and 29 January 2012, to Sheikh Saud and the Chairman of the Founding Committee, by which the CBO granted its initial approval for the establishment of the Bank as new commercial bank in Oman. Please see the Chapter titled Objects and Approvals for more information about the initial approval. Major Founder Shareholders The Founders of the Bank who hold 5% or more of the Banks Capital (pre-IPO) are given below: Name Nationality No. of Shares Amount Subscribed subscribed (RO) Diwan of Royal Court Omani 75.500.000 7.500.000 Shekh Saud Bin Ali Al Khalili Omani 60.000.000 6.000.000

% of Share capital (pre-IPO) 8.33% 6.67%

Launch Plan for the Bank On behalf of the Founders, the Founding Committee 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 licence. In this regard, the Founding Committee is also liaising with the CBO about the new Islamic Banking Regulatory Framework which the CBO presented in outline to the Omani banking community on 25 January 2012. The Founders are also taking steps to secure all approvals for the appointment of a Shari'a 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 to support the Bank's products and back-office functions, and the creation of the internal policies and procedures required for the initial opening of and the operation of the Bank. Path Solutions KSCC has been selected to supply the Bank's core banking system. 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 is working closely with two recruitment companies to fill many other important management positions. A brand identity for the Bank has been created. 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. Other strategic locations around Oman have been identified for additional branches. Page 3 of 13

Bank Nizwa SAOG (under formation)

IPO Summary Prospectus

Subject to applicable regulatory approvals, the Founders and the Founding Committee are seeking to launch the Bank's IPO in the second quarter of 2012, to secure the incorporation of the Company in mid-2012, and to begin operations in the third quarter of 2012.

OBJECTIVE OF THE OFFER AND USE OF THE 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. (i) Net amount to be collected from the Offer: The Bank will raise an amount of RO 60 million (net of the amount collected towards the issue expenses). (ii) Main purposes for which the funds will be used: The Bank will use the funds as equity capital. (iii) Approximate amounts to be used for other purposes: The proceeds of the Offer will also be used for the following purposes: Settle the costs associated with setting up the Bank and costs relating to the execution of the Banks business plan, such as the leasing of new branches, hiring staff and purchasing IT systems; Purchase infrastructure, equipment and other assets for business operations; Conduct its general business operations.

The Bank estimates that an amount of RO 4.95 million will be used towards pre-operating expenses which will be funded from the total initial paid-up Share capital of RO 150 million. The balance of the total initial paid-up Share capital will be used for business operations. (iv) Approximate time table for the use of the Offer proceeds: 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. (v) Ways and order of use of the collected funds: The Bank intends to use the net proceeds of the Offer, as capital to support and help build its business, including the ongoing roll-out of its operations. (vi) Other sources of financing for the Company's purposes: The Bank will be raising bank deposits and these details are given in the financial projections. (vii) Statement of the investment of the issue proceeds during the period between the collection of the funds and the date of use of such proceeds in the purpose for which the funds were collected: The funds will be retained in bank accounts pending deployment.

RISKS FACTORS
An investment in the Shares of the Bank may be subject to a number of risks. Before deciding whether to invest in the Shares of the Bank, Applicants of the Offer should carefully consider and evaluate the risks inherent in the Banks proposed business, including the risks described below, together with all other information contained in the Prospectus. Such risks could have an adverse effect on the Bank's proposed business and anticipated financial conditions or results. In such case, Applicants could lose all or part of their investment. Additional risks and uncertainties may also have an adverse effect on the Bank's proposed business. The following risk factors are not comprehensive or exhaustive, as additional risks and uncertainties not presently known or that the Bank currently believes to be of minimal significance may also have an impact on the Bank and its proposed operations. If any of these uncertainties develop into an actual event, the Banks proposed operations and actual results could differ materially from the financial projections contained in the Prospectus. It should also be noted that the Bank intends to undertake steps and/or measures necessary in order to mitigate the risks referred to below apart from those that may be caused by factors that are beyond the Banks control, including, in particular, factors of a political and economic nature. Applicants should consider carefully whether an investment in the Shares is suitable for them in light of the information in the Prospectus and their personal circumstances. Risk Factors specific to the Bank and proposed Mitigants 1. No prior operating history or track record: The Bank is still under formation and has not commenced operations; therefore the Bank has no prior operating history or track record and is subject to risks inherent in the establishment of new ventures with specific risks associated with starting a new bank. There is no assurance that the proposed business plans/ projected financial performance will be achieved. Mitigant: The Founders have engaged PricewaterhouseCoopers, an internationally reputed consultancy firm, to carry out a detailed feasibility study for establishing the Bank and draw up its business plan. The study reveals that there is substantial unmet demand for Sharia compliant products in Oman. This, together with the attractive economic fundamentals of Oman and the growth in the Omani banking market, indicates the growth opportunity for the Bank. The Founders have engaged the services of reputed firms to advise and draw up appropriate plans for setting up the Bank and its operations. Page 4 of 13

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IPO Summary Prospectus

2.

Licences and approvals: The Founders have secured only an initial approval from the CBO for a new banking licence. The formal incorporation of the Bank and the issuance of a formal licence to conduct Islamic banking are still under process and are subject to the Founders/ Bank complying with various requirements of the CBO. Any delay, non-award, suspension or cancellation of the Banks banking licence would result in the Bank becoming incapable of carrying on its activities, which would have a material adverse effect on the Bank's business and operating results. Mitigant: The Founders have obtained the initial approval from the CBO to set up a commercial bank and are confident of completing all formalities that may be required by the regulatory authorities. Business risk: Banking business is subject to various risks that may have a significant impact on the performance of the Bank. Some of these risks include credit risk, liquidity risk, interest rate risk, and foreign exchange risk. Any unexpected or sustained adverse developments in these areas could adversely impact the performance and stability of the Bank. Mitigant: The Bank will put in place appropriate risk management policies and procedures to address these issues so that these do not have a material adverse impact on the Bank's long term prospects. Human resources: There could be intense competition for human resources with Islamic banking experience due to the scarcity of experienced and qualified professionals in Oman. Active plans by existing banks to launch Islamic products as well as new entrants in the Islamic banking field will increase demand for professionals with banking experience. The Bank will depend heavily on its ability to identify, hire, train, motivate and retain highly qualified banking personnel with Islamic finance experience. There are no assurances that the Bank will be able to attract or retain the highly qualified personnel that it requires in the future. Further, the Bank has to meet the specified Omanisation levels across various categories of staff. If the Bank is unable to attract and retain the necessary banking personnel and, in particular, the required strength of Omani personnel, its future growth and profitability may be adversely affected. If the Bank has to pay a higher level of remuneration to attract and retain professionals it might affect the level of operating expenses to a certain degree. Mitigant: Two leading human resources consultancy firms, one in Oman and one regionally, have been engaged to identify and recruit suitable professionals from the banking sector in the region with particular expertise in Islamic banking. Minimum capital requirement, capital adequacy and risk management: The minimum capital requirement stipulated by the CBO for commercial banks in Oman currently stands at RO 100 million and may be increased by the CBO from time to time. Further, the Bank is subject to capital adequacy requirements imposed by the CBO, which provide for a minimum ratio of total capital to risk adjusted assets, expressed as a percentage. The CBO requires all banks to maintain a minimum capital adequacy ratio relative to the total of their risk weighted assets. The Bank's failure to maintain its minimum capital and capital adequacy ratios may result in administrative actions or sanctions against it by the CBO which may have a detrimental effect on the Bank's business. A failure to comply with internal policies and regulatory requirements relating to risk management could also have a material adverse effect on the Bank's operations. Mitigant: The Bank will have in place appropriate risk management policies and controls. Further, the initial capital of the Bank at RO 150 million is higher than the minimum capital requirement and the capital of some of the existing banks in Oman. Competitive Environment: The competitive environment for Islamic banking and services is expected to become intense as operations of the Bank are rolled out. An increasing number of commercial banks and other institutions are planning to offer Islamic financial products and services in Oman. Many of the existing commercial banks have announced their plans to offer Islamic banking services through separate windows of their bank, in line with CBO regulations. The existing commercial banks may have an edge in terms of existing set up and resources to launch services in direct competition with the Bank. The financial and market strengths of existing financial institutions may allow them to develop new products, systems and services that may be superior to those offered by the Bank. There can be no assurances that the Bank will be able to compete effectively with current or future competitors or new entrants or that the competitive pressures faced by the Bank will not have a material adverse effect on its business, financial condition and operating results. Mitigant: The Bank, being one of the new Islamic banks to be launched in Oman, expects to be addressing a largely untapped market thereby giving it a headstart. The Bank will have engaged professionals with experience in developing and marketing various Islamic banking products in other countries within a competitive business environment. Product related risk: The range of products and services that the Bank could offer may be limited to the extent that it has to be Sharia compliant. In addition, unlike other commercial banks, Islamic financial institutions may acquire legal title of physical assets underlying their Islamic financial products. Such physical assets may include real estate, machinery, aircraft or ships. If the Bank is found to have financial liability arising from the ownership of assets comprising part of its offering of financial products, this could have a material adverse effect on the Bank's business and operating results. Mitigant: The Bank proposes to adopt appropriate risk management policies to address potential risks arising from its products. Further, even in the initial stages of operation, the Bank is confident of structuring and introducing products that will conform with the laws and regulations of Oman. Demographic reach: The traditional reliance of banks on a network of branches is being impacted by changing technology and customer preferences may dictate the need for alternative delivery systems. Banks are being challenged to balance the need for low-cost delivery systems with the need to meet the diverse preferences of their customers. A large number of banking customers are turning to cash machines, home banking and other electronic delivery systems. The ability of the Bank to roll out appropriate delivery mechanisms will be vital in establishing its franchise and ability to win and retain customers. The Bank will need to continuously examine its changing customer base and determine the best configuration for its delivery Page 5 of 13

3.

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8.

Bank Nizwa SAOG (under formation)

IPO Summary Prospectus

systems. Establishing branches that do not offer adequate coverage and/or failing to utilize appropriate technology could have a negative effect on the business and profitability of the Bank. Mitigant: The Bank will use the latest available technologies viable for the Omani market and the business plan is based on a suitable mix of traditional banking channels and electronic channels. 9. Developments subsequent to the Feasibility Study: The Business Plan, including the financial projections contained in it, was prepared in February 2011 and has not been updated thereafter to reflect the impact of subsequent developments, such as those relating to the economy, banking sector or regulatory policy. Mitigant: The Founders believe that subsequent to the Feasibility Study, Omans economy has witnessed further growth and the banking sector has recorded good performance. Therefore, the Founders believe that the economic and business outlook continues to favour the establishment of the Bank.

10. Relations with third parties: The Bank's business and technology systems and platforms will depend largely on products and services provided by third parties. If there is any interruption to the products or services provided by third parties or there are problems in upgrading such products or services, the Bank's business may be adversely affected, and the Bank may be unable to find adequate replacement products or services on a timely basis, or at all. Mitigant: The Bank proposes to source its business and technology systems from reputed vendors and it will put in place suitable business continuity plans and procedures to address these risks. 11. Operational risks: Operational risks and losses can result from fraud, error by employees, failure to document transactions properly or to obtain proper internal authorizations, failure to comply with regulatory requirements and business rules, failure of internal systems, equipment and external systems (for instance, those of the Banks counterparties or vendors) and the occurrence of natural disasters. Although the Bank will implement risk controls and loss mitigation strategies and substantial resources will be devoted to developing efficient procedures, it is not possible to eliminate entirely any of these or other operational risks. Mitigant: The Bank will put in place appropriate risk management policies and procedures to address these issues so that these do not have a material adverse impact on the Bank's long term prospects. 12. Liquidity risks: There is no well-established and active Islamic inter-bank money market to provide Islamic banks with shortterm liquidity. Islamic banks seek to enter into bilateral commodity trades with conventional banks (international murabaha agreements) to manage their liquidity. Liquidity risks could arise from the inability of the Bank to anticipate and provide for unforeseen decreases or changes in funding sources which could have adverse consequences on the Banks ability to meet its obligations when they fall due. Mitigant: The Bank will be working closely with the CBO and other regulators to draw up suitable mechanisms that will enable the Bank to operate in a manner that is Sharia compliant. Islamic banks have been successfully operating in other countries in the region. 13. Technological risk: Technology is changing banking operations. Technology has been the primary catalyst behind improving the industry's productivity and efficiency. Bigger banks with greater financial resources stand to benefit from economies of scale. Banks are increasingly asked by their customers to provide an overall solution to particular business or personal needs in as efficient a manner as possible across its intended markets. The Banks products and services will be characterized by continually meeting industry standards. Delays that may be experienced by the Bank in introducing new or enhanced products, systems and services and in keeping pace with technological changes in the banking sector may adversely affect the profitability of the Bank. Mitigant: The Bank will be investing in modern technology infrastructure that aims to meet the needs of the market. It will also utilize the services of experienced vendors and professionals who have previous experience in implementing these products in the banking sector. Risk Factors relating to the Market in which the Bank Operates 1. Macroeconomic environment: The performance of the Bank is closely linked to and is primarily driven by the macroeconomic conditions present both globally and within Oman and the GCC. Further, the outlook and actual performance of the Omani economy, which is largely driven by oil prices and the banking sector, will have a substantial impact on the performance of the Bank. Mitigant: The Bank will have an experienced management team to manage these risks and steer the growth of the Bank. Further, these risks will be faced by the banking sector as a whole and any adverse developments are expected to also impact any competitor banks. 2. Regulatory environment: The regulatory regime in Oman for Islamic banking is in its infancy and currently still evolving. This will pose a risk to the Bank as it rolls out its services in terms of setting and making adjustments to its products and services so that it complies with any regulatory changes. The CBO is in the process of drawing up the regulatory policies and guidelines relating to Islamic banking in Oman. Therefore, a phased timeline for the introduction of various products is envisaged in the Bank's business plan, assuming that there will be regulatory and legal changes over a period of time. Further, certain amendments/ changes are also required to the existing legal and commercial system to enable the roll out of products as envisaged. Delayed, limited or no changes within the legal/ regulatory framework may result in the Bank being unable to use the Sharia compliant structures/ products envisaged in the business plan. In such case, the overall offerings of the Bank will be limited thereby affecting operations and reducing profitability. Further, the CBO may, from time to time, amend its regulations Page 6 of 13

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IPO Summary Prospectus

applicable to commercial banks, including Islamic banks. Examples of such amendments are an increase in the minimum capital requirements for banks, or changes to non-performing assets provisioning requirements. Such amendments could lead to significant additional capital requirements and/ or have a material impact on the Bank's performance. Mitigant: The CBO is expected to formulate policies that are aimed at improving the banking sector including Islamic banking and enhancing its long term growth. 3. Default by Bank's clients and counterparties: Country, regional and political risks are components of credit risk, as well as market risk. Economic or political pressures in Oman and throughout the region, including those arising from local market disruptions or currency crises, may adversely affect the ability of clients or counterparties located in that country or region to obtain foreign exchange or credit and, therefore, to perform their obligations to the Bank. This could have a material adverse effect on the Bank's future business and results of operations. Mitigant: The Bank will put in place appropriate risk management policies and procedures to address these issues so that these do not have a material adverse impact on the Bank's long term prospects.

Risk Factors relating to the Shares No trading history: The Shares that are being offered for subscription will be listed on the MSM as per the time table given in the Prospectus. There is no prior history of trading in the Shares. There are no guarantees that an active market will exist in the Shares subsequent to the listing on the MSM. To that extent Applicants face the risk of holding shares that may not be actively traded. In addition, market fluctuations may adversely affect the trading price of the Shares regardless of the actual operating performance of the Bank. Additionally, several factors can affect the prices of traded securities and their volatility, as well as the Bank's ability to declare and pay dividends on its Shares as outlined in its dividend policy. These factors include, but are not limited to: Changes in operating results; Downturn in the economy; Slowdown in the growth of the Bank; and /or Announcement of new technologies and services from competitors.

DIVIDEND POLICY
The Shares will rank equally with all other Shares for any rights to dividends that may be declared and paid. In accordance with the CCL, 10% of the profits of every company must be transferred to a legal reserve until the reserve equals at least one third of the company's share capital. The legal reserve may not be distributed to the shareholders by way of dividends. The Bank's Articles of Association provide as follows: 1. The Company in General Meeting may declare dividends, provided that dividends may be declared only out of the net profits or out of special reserves. Dividends shall be formed of the net profits minus the losses incurred by the Company's capital in previous years which were fully extinguished. 2. The following shall be observed in the distribution of net profits: (a) to set aside 10% (ten percent) of the net profits as a legal reserve until such time that the legal reserve amounts to at least one-third of the Companys capital; (b) the Ordinary General Meeting may decide to establish a special reserve and set aside in this reserve an amount not exceeding 20% (twenty percent) of net profits of that year after deducting taxes and legal reserves; (c) the remaining profit thereafter may be distributed as an additional dividend to Shareholders or be carried forward to the following year on the Boards recommendation and the approval of Shareholders at the General Meeting. 3. 4. Dividends shall bear no interest against the Company. Any dividend or other money payable in cash to the Shareholders may be paid in such manner as the Board may from time to time direct, including by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder whose name stands first on the Shareholders' Register or to such person and to such address as the holder or joint holders may direct in writing.

Any decision to pay dividends to Shareholders and the amount of such dividends will be at the discretion and upon the recommendation of the Banks Board of Directors, subject to the Articles of Association, applicable laws and the approval of the CBO as set out in CBO Circular 976 dated 22 September 2004 and any amendments thereto. CBO Circular 976 provides that the CBO will not grant an approval to declare dividends if: the Bank does not meet the Bank's minimum capital adequacy ratio and/or net worth requirements; the Bank's loan loss provisions are not in accordance with existing norms; or the Bank has not made a net profit in the relevant year.

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Bank Nizwa SAOG (under formation)

IPO Summary Prospectus

The amount of any dividends may vary from year to year. The declaration of dividends may also be influenced by other factors, including but not limited to the Banks business prospects, working capital requirements, financial performance, the condition of the market and the general economic climate, and other factors, including regulatory considerations. Projected Dividends As per the financial projections, subject to relevant approvals, dividends of 5% and 10% of Share capital are projected in the year 2016 and 2017 respectively.

CONSTITUENT EXPENSES
The Constituent Expenses of the Bank (including IPO expenses) are estimated as follows: Expenses Travelling Expenses Infrastructure / Premises (Lease Rent) Professional Fees Employee Expenses Regulatory Expenses Advertisement Expenses Others Total Amount Estimated Amount up to 31/07/2012 (RO ) 62,190 169,911 1,729,320 1,032,916 30,000 58,726 1,734,905 4,817,968 Amount Incurred up to 31/03/2012 (UNAUDITED) 37,190 65,277 1,397,953 135,589 5,000 8,726 375,964 2,025,699

In accordance with the CCL, the Founders are required to submit to the CGM a report containing comprehensive information which details all of the steps and procedures undertaken to incorporate the Company. This information must include all expenditures incurred to incorporate the Company, and details of all the commitments made by the Founders on behalf of the Company together with the supporting documents in respect of the same. The CGM may ratify all or some of the procedures and commitments referred to above. The Founders shall be liable severally and jointly for the expenditures incurred and obligations made on behalf of the Company which are not ratified by the CGM.

THE FOUNDERS AND THE RESTRICTIONS

Founders subscription details The Founders have subscribed to 900 million shares with a total nominal value of RO 90 million. All the Founders have subscribed in cash at a price of RO 0.102 per share (nominal value of RO 0.100 per Share and issue expenses of Baizas 2 per Share). There are 93 Founders (all Omani) and their names, number of Shares subscribed, and percentage of Founders' capital are set out in the Schedule to the Memorandum of Association registered with the MOCI. A copy of the Memorandum and Articles of Association is available for inspection at the office of the Legal Advisor or at the Collecting Banks as per contact details set out in the Chapter Subscription Conditions and Procedures. No single Founder shall own more than 10% of the Share capital of the Bank. The Founding Committee The Founders, under Terms of Reference, have appointed a Founding Committee to represent them and to help manage the establishment of the Bank as a licensed Sharia compliant commercial bank. The five members of the Founding Committee are: 1. 2. 3. 4. 5. Ahmed Bin Saif Al Rawahi Eng. Amer Bin Hamed Al-Suleimani Rashida Al-Khaify Dr. Ashraf Bin Nabhan Al Nabhani Dr. Adil Bin Abdul Aziz Al Kindi

CORPORATE STRUCTURE & GOVERNANCE

This chapter summarizes the corporate governance structure of the Bank. The description provided is only a summary and does not purport to give a complete overview of the Memorandum and Articles of Association, nor of the relevant provisions of Omani law or the regulations and circulars of the CMA, neither should it be considered as legal advice regarding these matters. Proposed first Board of Directors The first Board of Directors of the Bank will be elected by the Shareholders attending the CGM to be held after finalization of the allotment of Shares. Announcement of the date and location for the CGM shall be made through newspapers in Oman.

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Bank Nizwa SAOG (under formation)

IPO Summary Prospectus

Board The role and responsibilities of the management of the Bank are in large part governed by the provisions of the CCL, the Banking Law, the Memorandum and Articles of Association and, after listing on the MSM, by the Code and circulars issued by the CMA in respect thereof. The Company shall be managed by a Board of Directors consisting of eight members, elected from among the Shareholders or others. The Omani members shall not be less than two thirds of the Board. A Shareholder nominated to the membership of the Board shall own at least one million five hundred thousand (1,500,000) Shares in the Company. For more details please refer Prospectus Sharia Supervisory Committee The Founders are aware that the CBO is planning to issue an Islamic Banking Regulatory Framework (IBRF) for Oman. Once the IBRF comes into force, the Bank will adopt a Sharia governance structure which will comply with the requirements of the IBRF. The aim of the Bank's Sharia governance structure will be to ensure the Bank complies with the Sharia in all areas of its business including in relation to the products it offers. The structure will include a Sharia Supervisory Committee of scholars and an internal Sharia audit and compliance department. It is intended that the internal Sharia audit and compliance department will act under a Head of Sharia compliance, who will report to the Bank's CEO, Head of Compliance and to the Sharia Supervisory Committee. The Head of Sharia compliance will be authorised to work independently and to advise the Bank's management on a day to day basis. The Bank's Sharia audit and compliance department is likely to consist of a Sharia audit unit and a compliance unit. The Articles of Association provide that the Bank shall appoint a Sharia Supervisory Committee whose members are specialists in Sharia compliant banking. Such a Sharia Supervisory Committee will be nominated by the Board of Directors. The Sharia Supervisory Committee will be responsible for monitoring the conformity of the activities conducted by the Company to ensure that they are in line with Islamic guidelines as approved by the Sharia Supervisory Committee. The Sharia Supervisory Committee will also make recommendations to the Board of Directors on the cleansing of earnings of the Company that may have a forbidden element. The Sharia Supervisory Committee will also determine the charitable causes to whom such forbidden earnings will be donated. The Sharia Supervisory Committee Members will receive an annual fee. The Shareholders at each Annual Ordinary General Meeting will authorize the Board of Directors to fix such remuneration.

SUBSCRIPTION CONDITIONS AND PROCEDURES

Eligibility for subscription of the Offer Shares The subscription to the Offer shall be open to Omani and non-Omani individuals and juristic persons who have their accounts with MCD, as on the date and / or during the Offer period. All GCC individuals and juristic persons are treated as Omani individuals and juristic persons for the purpose of owning shares in Omani companies. Post listing on the MSM, non-GCC Shareholders are permitted to own Shares equal to no more than 70% of the paid-up capital of the Bank. No single person or related person up to a second degree can hold 25% or more of the shares of a public joint stock company, except with the explicit approval of the CMA. The CBO also stipulates certain restrictions on shareholding in banks, which includes the following: The aggregate holding by an individual and related parties shall not exceed 15% of the voting shares Holdings by an incorporated body cannot exceed 25% Holdings by a joint stock company or a holding company cannot exceed 35% No individual, incorporated body or a joint stock company or a holding company, who together with related parties, already holds 10% or more of the voting shares of a locally incorporated bank shall own by way of investment more than 15% of the outstanding voting shares of another locally incorporated bank.

Prohibitions with regard to the Applications for subscription The following prohibitions apply for the Offer: 1) Sole Proprietorship Establishments cannot apply for the Shares. However, the owners of sole proprietorship establishments may submit Applications in their personal names. 2) Multiple Applications are not permitted. An Applicant may not submit more than one Application. 3) Joint Applications (i.e. Applications made in the name of more than one individual, including Applications made on behalf of legal heirs) are not permitted. These applications should only be made in their personal names. Page 9 of 13

Bank Nizwa SAOG (under formation)

IPO Summary Prospectus

All applications falling in any of above categories will be rejected without notifying the Applicant. Trust Accounts Trust accounts cannot apply for the Shares. Brokers shall advise their clients to subscribe in their personal names. Applications on behalf of Minor Children For the purpose of this Offer, any person born on or after 23rd April 1994 shall be treated as a minor. Only a father may subscribe on behalf of his minor children. If the Application is made on behalf of a minor by any person other than the father, the person submitting the Application will be required to attach a valid duly notarized Sharia (Legal) power of attorney authorizing him or her to deal with the funds of the minor through sale, purchase and investment. Shareholders (Investors) Number with MCD 1. All Applicants subscribing the Offer must have an account and shareholders number with the MCD. Applicants may apply to obtain an Investor Number and open an account by completing the MCD application form. This may be obtained from the MCDs Head Office or its website at www.csdoman.co.om, or from brokerage companies licensed by the MSM. The completed form may be submitted by the Applicant at: 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.

In order to open an account with the MCD, a juristic person will be required to furnish a copy of its constitutional documents, in the form prescribed by the MCD, along with a completed MCD application form in order to open an account and receive an Investor Number. 2. 3. 4. Applicants who already hold accounts with the MCD are advised to re-confirm their MCD account before filing the Application. Applicants may update their particulars through any of the channels mentioned above. All correspondence including allocation notices and dividend cheques will be sent to the Applicants address as recorded at the MCD. Therefore, Applicants should ensure that the address provided to the MCD is correct. Each Applicant is responsible for ensuring that the Investor Number set out in their Application is correct. Applications not bearing the correct Investor Number will be rejected without contacting the Applicants. For more information on these procedures, Applicants may contact the MCD: Muscat Clearing & Depository Co., SAOC Tel. 24822222 - Fax. 24817491 http://www.csdoman.co.om/ Offer Period The Offer shall commence on 23rd April 2012 and end on 22nd May 2012, with the end of the official working hours of the Collecting Banks in Oman. 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. Minimum Limit of Public subscription: The minimum number of Shares for Category-I investors will be 1,000 Shares and in multiples of 100 Shares thereafter. For Category-II investors the minimum limit will be 100,100 Shares and in multiples of 100 Shares thereafter. Maximum Limit of Public subscription: The maximum number of Shares that can be applied for by Category-I investor is 100,000 Shares. The maximum limit for a Category-II investor is as per Article 7 of the CML, which stipulates a maximum limit for an Application at 10% of the total Offer size which in this case equates to 60 million Shares. It is not permissible for any Applicant to subscribe for more than this amount. For the purpose of calculating this percentage the Application of a father (or guardian) shall Page 10 of 13

Bank Nizwa SAOG (under formation)

IPO Summary Prospectus

be merged with the Applications of his minor children. If the volume of the Offer Shares subscribed exceeds the said percentage, the Offer Shares registered under each Application shall be reduced proportionately before making the allotment. The Bank, the Founders and the Issue Manager are not liable for any changes in applicable laws or regulations that occur after the date of the Prospectus. Applicants are advised to make their own independent investigations to ensure that their Applications comply with prevailing laws and regulations. Terms of Payment: The Founders will open an escrow account entitled the Bank Nizwa SAOG (under formation) IPO account with each of the Collecting Banks for the collection of the Application Money. Each Applicant can pay by cash, draw a cheque or demand draft, or instruct an account transfer for the amount payable at the time of submission of the Application. Particulars of the Bank Account 1. Each Applicant is required to furnish the particulars of his bank account. The Applicant must not use the bank account number of any other person except in the case of minor children only. 2. If the bank account of the Applicant is registered with a bank other than the Collecting Banks, the Applicant will be required to submit a document in evidence of the correctness of the bank account particulars. This can be done by submitting any document from the bank of the Applicant that states the account number and name of the account holder. Such document may be a bank statement or a letter, or any document issued by the bank confirming this information. The Applicant is responsible for ensuring that the evidence submitted is legible and contains the required information. The Applicant is not required to submit any evidence with regard to the accuracy of its bank account if it is subscribing through the Collecting Bank where it maintains its account. 3. In accordance with the instructions of the CMA, the details of the bank account referred to above will be listed in the records of the MCD for transferring any refund as well as for crediting any dividends paid by the Bank in future. For Applicants who already have bank accounts registered with the MCD the account mentioned in the Application will be used for the transfer of refunds only. 4. The Application containing the bank account number of a person other than the Applicant will be rejected, with the exception of the Applications made on behalf of minors that contain bank accounts particulars of their father. Documentation Required 1. Document confirming accuracy of the bank account number as provided in the Application (in case the bank account is registered with a bank that is not the Collecting Bank). 2. A copy of a valid power of attorney duly endorsed by the competent legal authorities in the event the Application is on behalf of another person (with the exception of the subscription made by a father on behalf of his minor children). 3. A copy of adequate and valid documentation in the event Applications submitted by juristic persons (non-individuals) that are signed by a person in his or her capacity as an authorised signatory. Mode of Application 1. The Applicant shall be responsible for satisfying all the particulars and the validity of the information in the application. The Collecting Banks receiving the Applications have been instructed to accept only the Applications for subscription which satisfy all the requirements of the Application and the Prospectus. 2. The Applicant, before filling the application form, shall read the Prospectus and the Offer terms and conditions. 3. The Applicant shall fill in the application form with all the relevant details as required by application form and the Prospectus. 4. The Applicant shall submit the application form with the relevant documents and Application Money to one of the Collecting Banks receiving the Applications referred to in the Prospectus. 5. Cheques or demand drafts may be made in favour of Bank Nizwa SAOG (under formation) IPO. Banks receiving the application ("Collecting Banks") The Applications shall be accepted by one of the following commercial banks during the official working hours only: 1) Oman Arab Bank SAOC 2) Bank Muscat SAOG 3) National Bank of Oman SOAG 4) Bank Dhofar SAOG The Collecting Bank receiving the Application is required to accept the Application after confirmation of compliance of the procedures set out in the Prospectus. The Collecting Bank must instruct the Applicants to comply with and fulfill any requirements set out in the Application. The Applicant must submit an Application to one of the Collecting Banks on or before the Offer Closing Date. The Collecting Bank shall refuse any Application received after the official working hours on the Offer Closing Date.

Page 11 of 13

Bank Nizwa SAOG (under formation)

IPO Summary Prospectus

Rejection of the Applications The Collecting Banks shall reject Applications in the following circumstances: 1. If the Application does not bear the signature of the Applicant. 2. If the Application Money is not paid by the Applicant in accordance with the conditions set out in the Prospectus. 3. If the Application Money is paid by cheque and the cheque is dishonoured for whatever reason. 4. If the Application is submitted in joint names. 5. If the Applicant is a sole proprietorship account. 6. If the Application does not include the Applicants Investor Number registered with the MCD. 7. If the Investor Number furnished in the Application is incorrect. 8. If the Applicant submits more than one Application in the same name, all of them will be rejected. 9. If the supporting documents are not enclosed with the Application. 10. If the Applicant does not include all the details of the bank account. 11. If the details of bank account of the Applicant are incorrect. 12. If the particulars of the bank account provided for in the Application do not belong to the Applicant except for the Applications submitted in the names of minor children, who are allowed to make use of the particulars of the bank accounts held by their father. 13. If the power of attorney is not attached with the Application in respect of an Applicant who subscribes on behalf of another person (with the exception of the fathers who subscribe on behalf of their minor children). 14. If the Application does not comply with the legal requirements as provided for in the Prospectus. 15. If the juristic person applied in Category 1, in this case the application will be rejected. If the Collecting Bank observes, after receipt of an Application and before expiry of the time schedule prescribed for handing over of the Applications to the Issue Manager, that the Application has not complied with the legal requirements as provided for in the Prospectus, due effort shall be taken to contact the Applicant so as to correct the mistake detected. In the case of failure to have the mistake corrected within the period referred to, the Collecting Bank receiving the Application shall return the Application together with the Application Money to the Applicant and it will not be considered for allotment. Rejection of Applications: The Issue Manager may reject any Application under any of the conditions referred to above, subject to securing the approval of the CMA and submission of a comprehensive report furnishing the details of the Applications that are rejected and the reasons behind the rejections. If it appears from the final subscriber register made by all the Collecting Banks that there are Applications with the same subscriber number or civil number or the same bank account (except for minor children) all the Applications shall be rejected for belonging to the same subscriber. Enquiry & Complaints An Applicant who intends to seek clarification or file complaints with regard to the issues related to the allotment or rejected Applications or refund of the Application Money in excess of the subscription, may contact the branch of the Collecting Bank where the Application was made. In case of absence of any response from the Collecting Bank, the Applicant may contact the person concerned as hereunder:
Bank Oman Arab Bank SAOC Bank Muscat SAOG National Bank of Oman SAOG Bank Dhofar SAOG Person (s) in charge Mr. Ahmed Nasser Al Riyami & Mr. Ahmed Marhoon Al Farsi Mr. Ahmed Al Busaidi Ms. Koukab Al Hasni/Mr. Gopalakrishnan Karuppiah Mr. Hussain Iqbal Al-Lawati Postal Address P.O.Box: 2010, Ruwi, Postal Code 112, Sultanate of Oman -doP.O.Box 134, Ruwi, PC 112, Sultanate of Oman PO Box 751, Ruwi, PC 112, Sultanate of Oman PO Box 1507, Ruwi, PC 112, Sultanate of Oman Phone +968 2475 4304 +968 2475 4321 +968 2476 8064 +968 2477 8757 /8610 +968 2478 7348 Fax +968 2482 7367 -do+968 2478 7764 +968 2477 8993 +968 2478 4428 Email corporatefinance@oabinvest.c om -doahmedbu@bankmuscat.com koukabh@nbo.co.om; gopal@nbo.co.om hialawati@bankdhofar.com

If the Collecting Bank fails to resolve the complaint with the Applicant, it will refer the subject matter to the Issue Manager and keep the Applicant informed of the progress and development in respect of the subject matter of the dispute. Unsubscribed Shares In case of a shortfall in subscription, the shortfall shall be subscribed by the Underwriters. Allotment Letters and Refund of Money The Issue Manager will arrange to allot the Offer Shares to the Applicants within 15 days after the end of the Offer Period after receiving the approval of the CMA on the basis of allotment. Where an Applicant has been allocated fewer Shares than indicated in the Application, the excess amount, if any, paid on Application, will be refunded to the Applicant from the escrow account of the respective Collecting Bank(s). The Issue Manager will also instruct the Collecting Banks to refund the excess money to the eligible Applicants within 15 days after the end of the Offer Period and after receiving the approval of the CMA. The Issue Manager will arrange to send allotment letters to the Applicants who have been allotted Shares through MCD as per the addresses registered with the MCD. Page 12 of 13

Bank Nizwa SAOG (under formation)

IPO Summary Prospectus

The Applicant shall immediately after the announcement of the allotment ensure the shares allotted to him from MCD because allotment notices may take time to reach and the listing of the company will concur with the notification procedures. Proposed Timetable The following table shows expected time schedule for completion of the subscription procedures: 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

Listing & Trading of the Shares The Shares shall be listed with MSM in accordance with the laws and procedures that are in force on the date an application is made for the listing and registration. The above listing date is an estimated date and the exact date will be published on the MSM website. Responsibilities & Obligations The Issue Manager, Collecting Banks and the MCD shall abide by the responsibilities and obligations set out by the directives and regulations issued by the CMA. The Issue Manager and the Collecting Banks must also abide by any other responsibilities that are provided for in the agreements entered into among them and the Bank and the Founders. The parties concerned will be required to take remedial measures with regard to the damages arising from any negligence committed in the performance of the functions and responsibilities assigned to them. The Issue Manager shall be responsible before the regulatory authorities in taking necessary actions to indemnify such damages.

ISSUE MANAGER AND LEAD UNDERWRITING ARRANGER

OMAN ARAB BANK Investment Management Group

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