Investor relations

Recommended exit opportunity in cash for minority shareholders of Al Rayan Bank plc ("ARB") by way of a scheme of arrangement under section 899 of the Companies Act 2006 (the “Scheme”)

If you would like to view this section of ARB's website (the “Microsite”) please read this notice carefully - it applies to all persons who view the webpage, documents and/or information on the Microsite (the “Information”). Please note that this notice and the information contained in it may be altered or updated from time to time in whole or in part at the sole discretion of ARB and should be read in full each time you visit this Microsite.

Access to the Information may be restricted under securities laws or regulations in certain jurisdictions. This notice requires you to confirm certain matters (including that you are not resident in such a jurisdiction) before you may obtain access to the Information on the Microsite. If you are unable or have any doubt whether you are able to provide the necessary confirmations you should press 'DECLINE' and you will not be able to view information about the Scheme.

Disclaimer

THE INFORMATION IS NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY THAT  ARB CONSIDERS TO BE UNDULY ONEROUS (EACH A "RESTRICTED JURISDICTION"). AND, UNLESS OTHERWISE DETERMINED BY  ARB AND PERMITTED BY APPLICABLE LAWS AND REGULATIONS, IT IS NOT INTENDED THAT THE INFORMATION BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.

THIS MICROSITE CONTAINS DOCUMENTS AND INFORMATION PUBLISHED BY MASRAF AL RAYAN (QPSC) (“MAR”) AND  ARB RELATING TO THE SCHEME IN COMPLIANCE WITH THE APPLICABLE ASPECTS OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT.

ELECTRONIC VERSIONS OF THE INFORMATION ARE BEING MADE AVAILABLE ON THE MICROSITE BY  ARB IN GOOD FAITH, FOR INFORMATION PURPOSES ONLY AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

THE SCHEME CANNOT BE VALIDLY VOTED ON BY ANY PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THE MICROSITE.

Basis of access

The Information contained in the Microsite is being made available in good faith. Nothing contained on the Microsite, or anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities, or the solicitation of any vote or approval, pursuant to the Scheme or otherwise in any Restricted Jurisdiction. The Scheme is being made solely by means of the scheme document which contains the full terms and conditions of the Scheme, including details of how it may be voted on and approved. Any decision made in relation to such Scheme should be made solely and only on the basis of the information provided in any such document.

Responsibility

The Information contained on the Microsite speaks only at the date of the relevant document or announcement reproduced on the Microsite, and neither  ARB nor any of its affiliated companies has or accepts responsibility or duty to update any such information, document or announcement.  ARB reserves the right to add to, remove or amend any Information reproduced on the Microsite at any time.

In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of  ARB is for the correctness and fairness of its reproduction or presentation, unless a responsibility statement in any relevant document expressly provides otherwise. In relation to any Scheme-related materials accessible on this Microsite please note any statement of responsibility contained therein.

None of  ARB, its directors or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to the Microsite by a third party.

If you are in any doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Nothing in this Microsite shall be construed or regarded as being "advice" in relation to a financial product or otherwise.

Overseas Persons

Viewing the Information may not be lawful if you are resident in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information.

Any person outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of and observe any legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Microsite contains Information that has been prepared for the purposes of complying with English law and the applicable aspects of the Takeover Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

IT IS YOUR RESPONSIBILITY TO SATISFY YOURSELF AS TO THE FULL OBSERVANCE OF ANY RELEVANT LAWS AND REGULATORY REQUIREMENTS. IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION ON THE MICROSITE OR ANY COMMUNICATION OR DOCUMENT IN RELATION TO THE SCHEME BY VIRTUE OF APPLICABLE LAWS OR REGULATORY REQUIREMENTS, PLEASE EXIT THE MICROSITE IMMEDIATELY. SHOULD YOU BE IN ANY DOUBT ABOUT WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION ON THE MICROSITE, YOU SHOULD NOT ACCESS THE MICROSITE AND YOU SHOULD TAKE LEGAL ADVICE.

Copies of the materials on the Microsite are not being, and must not be, released or otherwise downloaded, forwarded, published, distributed, sent or shared, in whole or in part, directly or indirectly, in or into the United States (the U.S.) or any other Restricted Jurisdiction, or to US persons ("US Persons") as defined in Regulation S of the U.S. Securities Act of 1933 (the "Securities Act"), and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them into or from a Restricted Jurisdiction. You should not forward, transmit or show the Information contained on the Microsite. In particular, you should not forward or transmit the Information contained therein to any Restricted Jurisdiction.

This notice shall be governed by and interpreted in accordance with English law.

Confirmation of understanding and acceptance of disclaimer

By clicking on AGREE below:

• You certify that you are not (nor do you act on behalf of someone who is) resident in any country that renders the accessing of the Microsite or parts thereof illegal.

• You agree that you will not print, download, or otherwise seek to copy, mail, forward, transfer or distribute (by any means including by electronic transmission) any documents or information included in the Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable laws or regulations.

• You represent and warrant to ARB that you intend to access the Microsite for information purposes only.

• You have read and understood the notice set out above, you understand that it may affect your rights and/or responsibilities and you agree to be bound by the terms of this notice.

If you are not able to give these confirmations, you should not access the Information on this Microsite and you should not click AGREE below.

Agree