PROPOSED INVESTMENT STRUCTURE - NIZWA BANK

GLOREI -50%

RO 5,000,000 cash (50%

ownership in SPV)

SPV (LLC) - Capital RO 10,000,000

(6.66% interest in Nizwa Bank)
SHEIK SALIM - 50%

RO 5,000,000 cash (50%

ownership in SPV)

10,000,000
shares

RO 10,000,000
investment

NIZWA BANK
(150 mn
shares)

Notes:
- The essence/ objective of the structure is to gain 6.66% equity interest in Nizwa Bank by forming an SPV
- The SPV will be capitalized by RO 10,000,000 whereby Glorei and Sheik Salim potentially injects RO 5,000,000 cash each in the SPV.
- The ownership in the SPV will be 50% for both Glorei and Sheik Salim
- RO 10,000,000 cash in the SPV will be used to acquire 10,000,000 shares in Nizwa Bank which equates to 6.66% holding in Nizwa Bank
- Incase if the equity is partly offered in-kind, the other partner will compensate and inject cash for shares acquisition and the shareholding in the SPV will change accordingly.
- The proposed structure is subject to approval by the Board.

PROPOSED INVESTMENT STRUCTURE - NIZWA BANK

GLOREI

RO 5,000000 cash
(55% ownership in
SPV)

SPV (LLC) - Capital RO 9,080,000

(3.33% interest in Nizwa Bank)

SHEIK SAIF (PIPE FACTORY)

In -kind 51% Holding in Pipe
Factory (RO 4,080,000) - (45%
ownership in SPV)

RO 5,000000
investment

5,000,000
shares

NIZWA BANK
(150 mn
shares)

Notes:
- The essence/ objective of the structure is to gain 3.33% interest in Nizwa Bank by forming an SPV
- The SPV will be capitalized by RO 5,000,000 in cash by Glorei and in-kind contribution by Sheik Saif Al Maskeri (51% shares of the pipe factory).
- Total book value of pipe factory is RO 8,000,000
- RO 5,000,000 cash in the SPV will be used to acquire 5,000,000 shares in Nizwa Bank
- The ownership in the SPV will be 55% and 45% by Glorei and Sheik Saif Al Maskeri respectively
- The proposed structure is subject to approval by the Boards of each Company