The Board of Directors of Sohar International Bank SAOG (“Sohar International”) in its meeting held on the 7th of April 2025, resolved to send a letter of intent to the Board of Directors of Ahli Bank SAOG (“Ahli Bank”) to explore the possibility of a merger between the two banks.

The letter of intent proposes a merger by incorporation, pursuant to which all assets and liabilities of Ahli Bank, on completion of the transaction, shall be transferred to Sohar International, and shareholders of Ahli Bank will receive a share consideration in Sohar International, with a proposed share swap ratio based on the respective book value of Ahli Bank and Sohar International as set out in the audited financial statements for both banks at financial year ended 31st December 2024.

The Board of Directors of Sohar International believes that a combination of Ahli Bank with and into Sohar International represents a compelling opportunity for the shareholders, employees, customers and broader stakeholders of each of the banks through the creation of a larger, more diversified and fully-scaled bank.

The Board of Directors of Sohar International also believe that a combination of Ahli Bank with and into Sohar International through the creation of this larger, more competitive institution will be of benefit through:

i. Enhancing the competitive domestic positioning of the combined entity;

ii. Augmenting the product and service offerings of the two banks;

iii. Providing the basis for the realisation of revenue, cost and growth synergies; and

iv. Providing improved liquidity and market presence for both sets of shareholders.

The Board of Directors of Sohar International is confident that the proposed combination provides a singular opportunity to build a larger, more diverse and competitive bank from the existing successful standalone franchises of both banks, enabling the merged entity to compete strongly and to pursue business opportunities for the clients of both banks in the Sultanate of Oman and overseas. The proposed merger transaction and its terms, as outlined in the letter of intent, will be subject to completion of satisfactory due diligence, necessary corporate approvals from the boards and shareholders of both banks and regulatory approvals.

Sohar International will make timely market disclosures of any material developments relating to this transaction in line with regulatory requirements.