Circular of the Board of Directors of Samba Financial Group

1 Samba Financial Group Board of Directors Circular

www.samba.com 2

Samba Financial Group (Commercial Registration: 1010035319) Circular of the Board of Directors of Samba Financial Group

This document is issued by the board of directors of Samba Financial Group (“Samba”) and addressed to Samba’s shareholders in respect of the Offer extended by the National Commercial Bank (“NCB”) to merge Samba into NCB in consideration for new shares in NCB pursuant to Articles 191-193. of the Companies Law and Article 49(a)(1) of the Merger and Acquisition Regulations, which was prepared in accordance with the requirements of Article 39 of the Merger and Acquisition Regulations (the “Circular”).

This Circular includes the opinion of the Samba Board of Directors in respect of the Offer addressed to the shareholder of Samba for the purpose of merging Samba in the NCB, and the plans of NCB regarding Samba and its employees; in addition to, the independent advice provided to the Samba Board of Directors by Morgan Stanley Saudi Arabia which has been appointed as the financial advisor in connection to the merger deal. Accordingly, this Circular shall be read in full and reviewed carefully to cover all sections. If there is any doubt in relation to the voting decision that should be taken at the EGM in connection with the Merger, Samba recommends that you seek your own independent financial advice from an independent financial advisor authorized by the Saudi Arabian Capital Market Authority.

Samba has entered into a merger agreement with the NCB on 24/02/1442H (corresponding to 11/10/2020G) (the “Merger Agreement”) for the purpose of merging Samba in NCB whereby all of the assets and liabilities of Samba will be transferred to NCB (the “Merger”), in consideration for NCB issuing one billion, four hundred seventy-eight million (1,478,000,000) ordinary shares with a nominal value of ten Saudi Riyals (SAR 10) per share in NCB in favors of Samba shareholders (the “Consideration Shares”) by way of increasing the paid-up capital of NCB from thirty billion Saudi Riyals (SAR 30,000,000,000) to forty-four billion seven hundred eighty million Saudi Riyals (SAR 44,780,000,000) and increasing the number of shares from three billion (3,000,000,000) shares to four billion four hundred seventy-eight million (4,478,000,000) shares which represents an increase of 49.3% of NCB current capital subject to satisfying the conditions of the Merger as specified in the Merger Agreement which are summarized in Section (‎8.1) (“Merger Agreement ”) of this Circular (noting that such conditions may not be amended or waived without the approval of both banks).

Pursuant to the Merger, the assets and liability of Samba will be transferred to NCB in consideration for the issue of the Consideration Shares to Samba shareholders who are registered in the shareholders’ register of Samba at the end of the second trading period following the Effective Date. For every Samba share held, NCB will issue 0.739 NCB shares as consideration (the “Exchange Ratio”). Following the Effective Date, NCB will continue to exist and all Samba shares will be delisted from Tadawul and Samba will cease to exist by operation of law pursuant to the provisions of Articles 191-193 of the Companies Law and Article 49(a)(1) of the Merger and Acquisition Regulations. Reference to the “Combined Bank” in this Circular means NCB following the Effective Date (for further information, see Section (10)‎ (“Procedures Required for Completion”).

In the event that the calculation of the number of shares owned by any Samba shareholder based on the Exchange Ratio resulted in fractional shares, the resulting figure will be rounded down to the nearest number. For example, if a Samba Shareholder holds 100 Samba Shares, he or she will receive 73 Consideration Shares (and not 74 Consideration Shares). NCB shall aggregate all fractional entitlements and sell the corresponding NCB shares on behalf of all Samba shareholders who would otherwise have been entitled to receive a fractional 3

NCB share in the market for cash, and subsequently distribute the net cash proceeds to such Samba shareholders proportionate to their respective fractional entitlements. Any expenses in relation to the sale of fractional shares, will be paid from the proceeds of such sale.

The total value of the Merger is determined on the basis of the value of the Consideration Shares. The total nominal value of the Consideration Shares is fourteen billion seven hundred eighty million Saudi Riyals (SAR 14,780,000,000). The total market value of the Consideration Shares as determined on the basis of the Exchange Ratio and the closing price of SAR 38.50 per NCB share on 8 October 2020G (which is the last trading day prior to the date of the entering into the Merger Agreement) is fifty-six billion nine hundred three million Saudi Riyals (SAR 56,903,000,000). The total value of the Consideration Shares (as will be recorded on the financial accounts of NCB) will be determined at a later stage on the basis of the closing price of NCB share on the last trading day prior to the Effective Date. (for further information relating to the risks related to that, please see section (1) (“Risks Factors”) of the Offer Document).

It should be noted that the Completion of the Merger is conditional upon obtaining the approval of the Samba EGM and NCB EGM. For more details of the conditions to, and process for, implementing the Merger, see Section (‎8.1) (“Merger Agreement”) and Section ‎(10) (“Procedures Required for Completion”) of this Circular. For the avoidance of doubt, and subject to satisfying all of the other Merger conditions, if the Merger Resolution is approved by the requisite number of Samba Shares (at least three-fourths of the shares represented at the meeting) at the Samba EGM, Samba will be dissolved by operation of law and its shares will be delisted and the assets and liabilities of Samba will be transferred to the Combined Bank. Upon Completion, all of Samba shareholders (including those who voted against or did not vote on the Merger Resolutions) will receive the Consideration Shares in the Combined Bank in accordance with the Exchange Ratio. The Completion will result in NCB’s capital increasing from thirty billion Saudi Riyals (SAR 30,000,000,000) to forty-four billion seven hundred eighty million (SAR 44,780,000,000). For more details on the effects of the Merger on NCB and Samba and its rationale, please refer to Section (‎4.2) (“Benefits to NCB and Samba shareholders”) of this Circular.

If Samba Shareholders’ approval has been obtained and all other conditions of the Merger are satisfied, Samba shareholders will own 32.6% of the Combined Bank’s capital (excluding treasury shares for both Banks), and the ownership of the current NCB shareholders will be 67.4% of the Combined Bank’s capital (excluding treasury shares for both Banks). The Consideration Shares will entitle its holders to receive dividends declared by the Combined Bank following Effective Date. In addition, Completion will result in a number of changes in the composition of the Combined Bank’s Board from the Effective Date (for further information on proposed changes to the Combined Bank’s Board composition, see Section (8.1)‎ (“Merger Agreement”) of this Circular.

An application has been made by NCB to the CMA for the Consideration Shares to be registered and offered, in addition to an application made to the Saudi Stock Exchange (Tadawul) for the Consideration Shares to be listed on Tadawul. The Offer Document has been submitted to and approved by the CMA for publication, and all requirements of the CMA have been supplied and, subject to the required EGM resolutions being passed at NCB EGM and Samba EGM, all relevant regulatory approvals pertaining to the Merger have been granted.

As of the date of this Circular, The Substantial Shareholders of Samba are Public Investment Fund (“PIF”) owning 22.9%, Public Pension Agency (“PPA”) owning 11.5%, and General Organization for Social Insurance (“GOSI”) owning 7.1%. The Substantial Shareholders of NCB are as follows: PIF owning 44.29%, PPA owning 5.36%, and GOSI owning 5.18%. 4

The Merger is deemed to involve a Related Party transaction as PIF, PPA, and GOSI are Substantial Shareholders in Samba and NCB, and they have representations on the boards of both Banks. Pursuant to Article 191(4) of the Companies Law, a shareholder that holds shares in both NCB and Samba, including shareholders that are Related Parties, can only vote on the Merger Resolutions in the EGM of one of the Banks. (for further information, see Section (6)‎ (“Related Parties and Interested Board Members in the Merger”) of this Circular.

A number of members of the Samba Board of Directors and NCB Board of Directors have a conflict of interest in the Merger, whereby Mr. Yazed Abdulrahman Al Humaid (in his capacity as the board representative of PIF in the Samba Board of Directors), Dr. Ibrahim Saad Al Mojail (in his capacity as the board representative of PIF in the Samba Board of Directors and due to his direct ownership in NCB), Mr. Eyad Abdulrahman Al Husain (in his capacity as the board representative of GOSI in the Samba Board of Directors), Mr. Ali Hussain Ali Reda (in his capacity as the board representative of PPA in the Samba Board of Directors and due to his direct ownership in NCB) and Dr. Walid Sulaiman Abanumay (due to his direct ownership in NCB) have declared their conflict of interest to the Samba Board of Directors and therefore did not vote on the resolution of the Samba Board of Directors approving Samba’s entry into the Merger Agreement.

Mr. Saeed Mohammed Al Ghamdi, Mr. Rashid Ibrahim Sharif, Mr. David Jeffrey Meek and Mr. Marshall Charles Bailey (in their capacity as the board representatives of the PIF in NCB board), Mr. Anees Ahmed Moumina (in his capacity as the board representative of GOSI in NCB Board of Directors and due to his ownership in Samba) and Mr. Saud Sulaiman Al Juhani (in his capacity as the board representative of PPA in NCB board) have declared their conflict of interest to the NCB Board of Directors in the Merger and therefore did not vote on the NCB Board of Directors resolution approving NCB’s entry into the Merger Agreement.

This Circular has been issued by the Samba Board of Directors to Samba shareholders and prepared pursuant to Article 39 of the MARs without accepting any liability regarding the accuracy and correctness in relation to NCB information contained in this Circular. All information contained in this Circular in relation to NCB and its subsidiaries has been included on the basis of the information provided by NCB and information obtained during the due diligence exercise conducted by Samba and its advisers on NCB. NCB has an obligation under the Merger Agreement to provide Samba with all information required to prepare this Circular. NCB has also provided a customary warranty in favour of Samba, under the Merger Agreement, that all information in connection with the Merger provided to Samba including information that was provided during the course of the due diligence process and during the preparation of the Merger documents, including this Circular, was as at the date as to which it speaks true and accurate in all material respects and not misleading in a material respect. NCB also warranted that, save for information which it has redacted from the due diligence materials during the due diligence investigation, due to their sensitivity or regulatory restrictions, it has not knowingly withheld any material information in connection with the Merger from Samba.

This Circular was published at the same time as the Offer Documents issued by NCB was published in relation to the Merger. The Offer Document issued by the NCB incudes information related to the NCB, its subsidiaries, and the Merger. This Circular contains references to certain sections in the Offer Document for the purpose of assisting Samba’s shareholders to locate this information in the Offer Document to review it. However, the members of the Samba Board of Directors jointly or severally do not bear any responsibility towards Samba’s shareholders regarding the information contained in the Offer Document. Accordingly, the members of the Samba Board of Directors jointly or severally make no representation or undertakings, express or implied regarding the correctness, accuracy or completeness of the information contained in the Offer Document. 5

The members of the Samba Board of Directors (who do not have an interest in the Merger) have the view that the Merger is fair and reasonable after taking the due care with the assistance of their advisors and taking into consideration the status of the market as of the date of this Circular and the growing opportunities of the Combined Bank and the expected benefits of the Merger and the independent advice provided to them by Morgan Stanley Saudi Arabia (in its capacity as the financial advisor of Samba in relation to the Merger) dated 24/2/1442H (corresponding to 11/10/2020G) (a copy is attached to Annex (1) of this Circular ) which states that on the date of providing such advice to the Samba Board of Directors and in accordance to the factors, assumptions and limitations demonstrated in the advice, Morgan Stanley Saudi Arabia believes that the Exchange Ratio agreed on pursuant to the Merger Agreement is fair to Samba form a financial perspective.

The members of the Samba Board of Directors (who do not have an interest in the Merger) have the view that the Merger would be in the interest of Samba and its shareholders. Therefore, they unanimously recommend the shareholders of Samba to approve the Merger. The members of the Samba Board of Directors took into consideration the external advice they received regarding the legal, financial, accounting, strategic and other matters related to the Merger when they provided this recommendation. Samba as of the date of this Circular has not received any alternative offer.

The members of the Samba Board of Directors did not consider the individual investment objectives, the financial situation, the zakat and tax situation, or the circumstances of each shareholder due to the different circumstances, conditions, and objectives of each of them. Additionally, they did not consider the levels and patterns of trading, the prices of the NCB’s shares, or any circumstances after the date of this Circular. Ac- cordingly, the members of Samba Board of Directors emphasize the necessity that each Samba shareholder should obtain independent professional advice from a financial advisor licensed by the CMA regarding the Merger. Therefore, each shareholder must rely on his or her review of the Merger to ensure that the Merger and the information contained in this Circular are suitable for his or her investment objectives and financial conditions.

The members of Samba Board of Directors (who are entitled to vote) intend to approve the Merger in the EGM of Samba.

The terms and abbreviations used in this Circular shall have the meanings specified in Section (1) (“Terms and Definitions”) of this Circular. The reference to the time and dates included in this Circular shall be references to the time of the City of Riyadh in Saudi Arabia and the Gregorian calendar unless stipulated otherwise.

Shareholders must read this Circular completely and review all of its sections carefully, as well as reading the entire Offer Document carefully before voting on the Merger’s Resolutions.

Samba has appointed Morgan Stanley Saudi Arabia as its financial advisor in relation to the Merger.

Financial Advisor Morgan Stanley

The CMA and the Saudi Stock Exchange (Tadawul) do not assume any responsibility for the contents of this Circular and make no assurances as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from this Circular or reliance on any part thereof.

This Circular was published on 27/6/1442H (corresponding to 9/2/2021G).

This is an unofficial English translation of the official Arabic language of the Circular. The Arabic language is the approved language. In case of any differences between the two, the Arabic version shall prevail. 7

IMPORTANT NOTICE

This Circular contains the opinion of the Samba Board of Directors relating to the Offer provided to Samba’s shareholders for the purpose of merging Samba into NCB and NCB’s plans regarding Samba and its employees, and it aims to provide Samba’s shareholders with the opinion of the Samba Board of Directors relating to the Offer provided by NCB to assist Samba’s shareholders with the voting on the Merger’s Resolution.

Five out of ten of the members of the Samba Board of Directors have interest in relation to the Merger, and they refrained from voting on the conditions of the Merger Agreement. Therefore, the expressed opinions of the Samba Board of Directors in this Circular do not include the opinion of the members of the Samba Board of Directors who have interest in relation to the Merger (for more details about the members of Samba Board of Directors who have an interest in relation to the Merger, please see Section (6) (“Related Parties and Interested Board Members in the Merger”) of this Circular.

Shareholders must read the entire Circular and Offer Document (including reviewing all sections of the same) before voting on the Merger’s Resolutions. In the event of any doubt as to the voting decision that should be taken in the EGM for the Merger, the Samba Board of Directors recommends seeking an independent financial advice from an independent financial advisor authorised by the CMA.The CMA and the Saudi Stock Exchange (Tadawul) do not assume any responsibility for the contents of this Circular and make no assurances as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from this Circular or reliance on any part thereof.

Information, data and statements contained in this Circular are made as at the publication date of this Circular, unless some other date is specified in relation to the same; accordingly, these information, data and statements are subject to be changed after the date of publishing this Circular. Accordingly, the publication of this Circular shall not give rise to any implication that there has been no change in the facts or information included in this Circular since such date. Nothing contained in this Circular is intended to be or shall be deemed to be a forecast, projection or estimate of the future financial performance of the Combined Bank or any of its Subsidiaries and no statement in this Circular should be interpreted to mean that earnings per share for current or future financial periods of the Combined Bank post the Merger will necessarily match or exceed historical published earnings per share of NCB shares.

No person has been delegated to provide information or statements on behalf of the Samba Board of Directors except as stated in this Circular. Therefore, no information or statement, in relation to the Merger, issued by other parties should be relied on as issued by Samba or Morgan Stanley Saudi Arabia or any of Samba’s advisors.

Copies of this Circular can be obtained from the head office of Samba or through Samba’s website at: www.samba.com ,or from the website of the Saudi Stock Exchange (Tadawul) at: www.tadawul.com.sa. Except this Circular, the contents of the above-mentioned websites do not form part of this Circular and Samba accepts no responsibility for the contents of such websites.

Samba has appointed Morgan Stanley Saudi Arabia to act exclusively as financial adviser to Samba and for no one else in connection with the Merger and will not be responsible to anyone other than Samba for providing advice in relation to the Merger or other matters referred to in this Circular. Morgan Stanley Saudi Arabia is licensed and regulated in Saudi Arabia by the CMA. Morgan Stanley Saudi Arabia has 8

not verified the accuracy or completeness of the information contained in this Circular. Accordingly, no representation or warranty is made or implied by Morgan Stanley Saudi Arabia or any of its Subsidiaries and neither Morgan Stanley Saudi Arabia or any of its respective affiliates make any representation or warranty or accept any responsibility as to the accuracy or completeness of the information contained in this Circular.

Samba has appointed Deloitte limited financial advisory as the financial due diligence advisor to Samba in relation to the Merger and Deloitte will not be responsible to anyone other than Samba for providing the advice in connection with the Merger or any other matters mentioned in this Circular. Deloitte and Deloitte Touche Tohmatsu Limited and its independent entities, the member of network, and affiliates have not verified the accuracy or completeness of the information contained in this Circular. Accordingly, no representation or warranty is made or implied by Deloitte and Deloitte Touche Tohmatsu Limited and its independent entities, the member of network, and affiliates make any representation or warranty or accept any responsibility as to the accuracy or completeness of the information contained in this Circular.

PUBLICATION AND DISTRIBUTION RESTRICTIONS

This Circular is addressed to Samba’s shareholders with consideration to any restriction in the rules and regulations of any Restricted Jurisdiction. Although all Samba’s shareholders have the right to attend and vote on the resolutions proposed at the Samba EGM to approve the Merger (unless they are restricted due to a conflict of interest or any other restriction imposed by the relevant Saudi laws and regulations), Samba’s shareholders residing outside of Saudi Arabia are hereby made aware that this Circular was not filed or registered with any regulatory authority outside Saudi Arabia. Therefore, if a Samba shareholder is based in a jurisdiction where voting on the Merger requires any steps to be taken by Samba to lawfully enable such shareholder to vote on the Merger Resolutions then that shareholder should not vote on the resolutions to be proposed at the Samba EGM. If such shareholder has nevertheless voted on the Merger Resolutions, then Samba and NCB reserve the right to not proceed with the Merger unless the Merger was approved by the required majority of Samba’s shareholders without counting the vote of that shareholder. 9

FORWARD-LOOKING STATEMENTS

This Circular contains certain forward-looking statements with respect to the Combined Bank. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as – but not limited to -“anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “will”, “goal”, “believe”, “aim”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. Forward-looking statements in this Circular including without limitation, statements relating to the following: (i) preliminary synergy estimates, future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Combined Bank; and (iii) the Merger and the dates on which events are expected to occur. The advisors whose names appear in the “Corporate Directory” Section of this Circular, or any of their managers or employees shall not be liable for any direct or indirect loss or dam- age that any person may incur due to their reliance on any information included in the Circular, or the omission of any information not included in this Circular.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, industry results, strategies or events, to be materially different from any results, performance, achievements or other events or factors expressed or implied by such forward-looking statements. Many of the risks and uncertainties relating to forward-looking statements are beyond the Samba’s abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. Forward-looking statements are not guarantees of future performance of the Combined Bank. They have not, unless otherwise indicat- ed, been reviewed by the auditors. Forward-looking statements are based on numerous assumptions, including assumptions regarding the present and future business strategies of the Combined Bank and the environment in which each will operate in the future. All subsequent oral or written forward-looking statements made by or attributable to Samba or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above.

Samba assumes no obligation to, and does not intend to, update any forward-looking statements, except as required pursuant to applicable law and regulation.

No person should construe the contents of this Circular as legal, financial or tax advice. If you are in any doubt as to the action you should take at the Samba EGM, Samba recommends that you seek your own independent financial advice from an independent financial adviser authorized by the CMA. 10

Corporate Directory

Samba Financial Group King Abdulaziz Road PO Box 833 Riyadh 11421 Saudi Arabia Tel: +966 (0) 11 811 0583 Fax: +966 (0) 11 811 0549 Email: [email protected] Website: www.samba.com

Financial Advisor of Samba Morgan Stanley Saudi Arabia Al Rashid Tower, Floor 10 Al Ma’ather Street PO Box 66633 Riyadh 11586 Saudi Arabia Tel: +966 (0) 11 218 7000 Fax: +966 (0) 11 218 7003 Email: [email protected] Website: www.morganstanley.com

Legal advisor of Samba Khoshaim & Associates 17th Floor, Tower B, Olaya Towers, Olaya District Post Office Box 230667 Riyadh, Post Code 11321 Kingdom of Saudi Arabia Tel: +966 11 461 8700 Fax: +966 11 461 8799 Email: [email protected] Website: www.khoshaim.com

Financial Due Diligence of Samba Deloitte limited financial advisory Prince Turki Bin Abdullah Al-Saud Street, Sulaimania Area Riyadh, 213 Saudi Arabia Tel: +966 (0) 11 282 8400 Fax: +966 (0) 11 282 8428 Email: [email protected] Website: www.deloitte.com

Note: a written consent has been provided by the advisors demonstrated names above regarding their consent for publishing their names, address, logos and statements pursuant to how they are stated in this Circular. The aforementioned advisors have not withdrawn their respective consents as of the date of this circular. 11

KEY DATES AND MILESTONES

The following dates are indicative only (and may change) and will depend, among other things, on whether (and the dates on which) the conditions of the Merger (including, without limitation, Samba shareholders and NCB Shareholders approving the Merger) are satisfied. The conditions to the Merger are summarised in Section (8.1)‎ (“Merger Agreement”) of this Circular. Samba will announce any changes to the timeframe and expected dates set out in the table below on Tadawul website.

Event Timeline/Date (1) Actions required in relation to EGM Submission of the Final Draft of the Offer The final draft of the Offer document was submitted to the Document to the CMA CMA on 21/06/1442H (corresponding to 03/02/2021G).

CMA’s approval of the capital increase and the 26/6/1442H (corresponding to 8/2/2021G) publication of the Offer Document CMA approval to convene NCB EGM and Samba 26/6/1442H (corresponding to 8/2/2021G) EGM

Publish the invitation to Samba EGM on the Tadawul 26/6/1442H (corresponding to 8/2/2021G) website (referring to the possibility of holding a second meeting within an hour after the end of the first meeting if the first meeting was not quorate) Publish the invitation to NCB EGM on the Tad- 26/6/1442H (corresponding to 8/2/2021G) awul website (referring to the possibility of holding a second meeting within an hour after the end of the first meeting if the first meeting was not quorate) Publication of Samba Circular and the Share- 27/6/1442H (corresponding to 9/2/2021G) holders Circular, and the Offer Document of NCB Samba and NCB making documentation avail- 27/6/1442H (corresponding to 9/2/2021G) able for inspection The commencement of the electronic voting 13/7/1442H (corresponding to 25/2/2021G) period for Samba EGM The commencement of the electronic voting pe- 13/7/1442H (corresponding to 25/2/2021G) riod for NCB EGM Samba EGM (first meeting) – quorum required is 17/7/1442H (corresponding to 1/3/2021G) shareholders representing at least 50% of the share capital Samba EGM (second meeting) (if quorum for After one hour from the end of the first inquorate first meeting is not attained) – quorum required EGM meeting for the second meeting is shareholders representing at least 25% of the share capital NCB EGM (first meeting) – quorum required is at 17/7/1442H (corresponding to 1/3/2021G) least 50% of the share capital 12

Event Timeline/Date NCB EGM (second meeting) if quorum for first After one hour from the end of the first inquorate meeting is not attained) – quorum required for EGM meeting the second meeting is shareholders representing at least 25% of the share capital. Announcement on Tadawul website of the Merger 17/7/1442H (corresponding to 1/3/2021G) Resolutions passed at Samba EGM (first or second meeting) (or, if the EGM was not quorate, the announcement of such fact). Announcement on Tadawul website of the Merger 17/7/1442H (corresponding to 1/3/2021G) Resolutions passed at NCB EGM (first or second meeting) (or, if the EGM was not quorate, the announcement of such fact). (2) Actions Required in the event that the first and second EGM are not quorate CMA approval to convene a third Samba EGM 19/7/1442H (corresponding to 3/3/2021G) (in the and/or NCB EGM. event that the first or second meeting of the EGM is not held for either Bank) Announce the invitation to Samba EGM (third 20/7/1442H (corresponding to 4/3/2021G) meeting) and/or NCB EGM on Tadawul website (third meeting). The commencement of the electronic voting period for Samba EGM (third meeting) and/or NCB EGM 9/8/1442H (corresponding to 22/3/2021G) (third meeting) Third Samba EGM and/or NCB EGM – the third 12/8/1442H (corresponding to 25/3/2021G) meeting will be valid irrespective of the number of shares represented in the meeting Publication on the Tadawul website by Samba 15/8/1442H (corresponding to 28/3/2021G) and/or NCB of the Merger Resolutions passed at the third EGM (as applicable). (3) Creditor Objection Period Commencement of creditor objection period 17/7/1442H (corresponding to 1/3/2021G) (if approval is obtained in the first or second meeting of the Samba EGM and the NCB EGM)

15/8/1442H (corresponding to 28/3/2021G) (if approval is obtained in the third meeting of the Samba EGM and the NCB EGM)

The creditor objection period shall continue for thirty (30) days

Samba to publish a reminder announcement at 16/8/1442H (corresponding to 29/3/2021G) the end of the creditor objection period (if approval is obtained in the first or second meeting of the Samba EGM and the NCB EGM)

13/9/1442H (corresponding to 25/4/2021G) (if approval is obtained in the third meeting of the Samba EGM and the NCB EGM, as applicable) 13

Event Timeline/Date Expiry of creditor objection period. 18/8/1442H (corresponding to 31/3/2021G) (if approval is obtained in the first or second meeting of the Samba EGM and the NCB EGM)

15/9/1442H (corresponding to 27/4/2021G) (if approval is obtained in the third meeting of the Samba EGM and the NCB EGM, as applicable)

Samba to announce that no unsatisfied creditor 19/8/1442H (corresponding to 1/4/2021G) (if approval objections are still outstanding or the details of is obtained in the first or second meeting of any unsatisfied outstanding objections. the Samba EGM and the NCB EGM)

16/9/1442H (corresponding to 28/4/2021G) (if approval is obtained in the third meeting of the Samba EGM and the NCB EGM, as applicable) (4) Effectiveness of the Merger Effective Date. The later of (i) the expiry of the creditor objection period; or (ii) the resolution of all objections that have been raised during the creditor objection period in accordance with the applicable process and the Effective Date is expected to occur on:

19/8/1442H (corresponding to 1/4/2021G) (if approval is obtained in the first or second meeting of the Samba EGM and the NCB EGM)

16/9/1442H (corresponding to 28/4/2021G) (if approval is obtained in the third meeting of the Samba EGM and the NCB EGM, as applicable) Samba Shares Suspension The first trading period following the Effective Date which is expected to occur on:

19/8/1442H (corresponding to 1/4/2021G) (if approval is obtained in the first or second meeting of the Samba EGM and the NCB EGM)

16/9/1442H (corresponding to 28/4/2021G) (if approval is obtained in the third meeting of the Samba EGM and the NCB EGM, as applicable)

NCB and Samba to announce the Effective Date 19/8/1442H (corresponding to 1/4/2021G) (if approval is obtained in the first or second meeting of the Samba EGM and the NCB EGM)

16/9/1442H (corresponding to 28/4/2021G) (if approval is obtained in the third meeting of the Samba EGM and the NCB EGM, as applicable) Delisting of Samba’s shares on Tadawul Within a period of not less than the third trading period and not exceeding the sixth trading period after the Effective Date 14

Listing of the Consideration Shares and deposit of Within a period of not less than the third trading the same in the accounts of Samba shareholders period and not exceeding the sixth trading period who appear in the shareholder register of Samba after the Effective Date. by the end of the second trading period after the Effective Date. Amendment of NCB’s commercial registration 25/8/1442H (corresponding to 7/4/2021G) (if approval certificate. is obtained in the first or second meeting of the Samba EGM and the NCB EGM)

22/9/1442H (corresponding to 4/5/2021G) (if approval is obtained in the third meeting of the NCB Samba and the EGM, as applicable)

Cancellation of Samba’s commercial Within a period not exceeding thirty (30) days from registration certificate. the Effective Date. This is expected to occur on:

17/9/1442H (corresponding to 29/4/2021G) (if approval is obtained in the first or second meeting of the Samba EGM and the NCB EGM)

15/10/1442H (corresponding to 27/5/2021G) (if approval is obtained in the third meeting of the Samba EGM and the NCB EGM, as applicable)

Event Timeline/Date Deadline of distribution of proceeds of fractional Within thirty (30) days from the Effective Date which shares which have been sold is expected to occur on:

17/9/1442H (corresponding to 29/4/2021G) (if approval is obtained in the first or second meeting of the Samba EGM and the NCB EGM)

15/10/1442H (corresponding to 27/5/2021G) (if approval is obtained in the third meeting of the Samba EGM and the NCB EGM, as applicable)

Important note: in addition to the steps demonstrated above, in order for the Merger Agreement to be effected, the agreed merger conditions in the Merger Agreement and the other approvals and conditions must be fulfilled. 15

Letter of the Chairman to the Shareholders of Samba

Dear shareholders of Samba Financial Group,,,

I am pleased to share with you the important moment in the history of Samba Financial Group, and in the history of the banking sector in the Kingdom. Thank you for your interest and for reviewing this Circular which contains important information regarding the Merger.

It should be noted that the Merger is conditional upon your approval in the extraordinary assembly and the fulfilment of the other Merger conditions. My colleagues and I at Samba have made the utmost effort in the negotiation and discussions to reach this level with your interest in mind.

On 24/02/1442H (corresponding to 11/10/2020G), Samba and NCB have announced their entry into a legally binding Merger Agreement. Pursuant to the Merger Agreement, Samba and NCB have agreed to take the necessary steps to implement the Merger between the two Banks in accordance with Articles 191-193 of the Companies Law and Article 49(a)(1) of the MARs by way of merging Samba into the NCB and to transfer the assets and liabilities of Samba to NCB. On 24/02/1442H (corresponding to 11/10/2020G), NCB has announced its firm intention to continue the Merger as well as extending an offer to the shareholders of Samba for this purpose in consideration of issuing the Consideration Shares for Samba’s shareholders based on the agreed Exchange Ratio.

The Merger will create the Kingdom’s largest bank and one of the leading banks in the Middle East region. The Merger will enable the Combined Bank to finance economic development and support Saudi Arabia’s trade and capital flows with the region and the rest of the world. The Merger will also enable the Combined Bank to take advantage of the high integration between the two Banks to enhance its competitive position, improve and develop its services’ centres, and provide the best modern technology to its customers through digital transformation. The Merger will contribute to deliver progress towards achieving cost synergies and enhancing the international presence of the Merging Bank, in addition to contributing to preparing future leaders in the banking sector. The Merger between the two Banks will mark the beginning of a new era for the banking sector in the Kingdom, and a catalyst for achieving many of the goals of the Kingdom’s Vision 2030. The leaderships of both Banks are keen on completing the Merger smoothly and achieve the benefits for all customers, partners, investors, and qualifier of both banks by building a strong and qualified bank.

The members of Samba Board of Directors (who do not have an interest in the Merger) have the view that the Merger is fair and reasonable after taking the due care with the assistance of their advisors and taking into consideration the status of the market as the date of this Circular and the growing opportunities of the Combined Bank and the expected benefits of the Merger and the independent advice provided to them by Morgan Stanley Saudi Arabia (in its capacity as the financial advisor of Samba in relation to the Merger) dated 24/2/1442H (corresponding to 11/10/2020G) (a copy is attached to Annex (1) of this Circular) which states that on the date of providing such advice to the Samba Board of Directors and in accordance to the factors, assumptions and limitations demonstrated in the advice, Morgan Stanley Saudi Arabia believes that the Exchange Ratio agreed on pursuant to the Merger Agreement is fair to Samba form a financial perspective.

On behalf of the Samba Board of Directors and its executives, I would like to thank the Custodian of the Two Holly Mosques and the Crown Prince for their continuous support and efforts to develop the financial sector in the Kingdom. Also, I would like to thank SAMA, CMA, GAC, MOC, and Tadawul and the other regulators for their dedication and cooperation with all parties to the Merger.

We wish you the best in making your decision.

Ammar A. AlKhudairy The Chairman of Samba 17

Table of Contents

1. Introduction 24

2. The Merger 25

3. The Opinion of The Board of Directors of Samba Regarding the Merger 30

4. Opinion of the Board of Directors of Samba Regarding NCB’s Plan for Samba and Benefits of the Merger 31

5. Opinion of the Board of Directors of Samba Regarding NCB’s Plan for Samba Employees 34

6. Related Parties and Interested Board Members in the Merger 34

7. Shareholdings and Dealings 37 8. Material Agreements for Samba 41

9. Zakat and Taxes 46

10. Procedures Required to Effect the Merger 46

11. Additional Information 49

12. Eexemption 49

13. Documents Available for Inspection 49

Annex (1) Independent Advice Provided by the Financial Advisor 50

Annex (2) NCB Bylaws Amendments in Connection with the Merger 54 18

TERMS AND DEFINITIONS

The following definitions apply throughout this Circular unless the context requires otherwise:

Acting in Concert means, at the sole discretion of the CMA, actively cooperating, pursuant to an agreement (whether binding or non-binding) or an understanding (whether formal or informal) between persons, to be controllers (whether directly or indirectly, excluding indirect ownership of shares through swap agreements or through an investment fund whose unit owner have no discretion in its investment decisions) of a company, through the acquisition by any of them (through direct or indirect ownership) of voting shares in that company. The term “Person acting In Concert” shall be implemented pursuant to this. Without prejudice to the general application of this definition, the following persons, shall be presumed to be acting in concert with other persons of the same class unless the contrary is established, including but not be limited to: (i) members of the same group; (ii) a person’s relatives; (iii) person(s) who provided financial assistance to the offeror or members of its group (other than a bank in the ordinary course of business) in order to purchase shares that carry voting rights or convertible debt instruments.

EGM extraordinary general assembly meeting of the shareholders of the relevant bank convened in accordance with the provisions of the bylaws of the relevant bank.

Consideration Shares the new NCB shares to be issued to Samba shareholders pursuant to the Merger. The Consideration Shares will be ordinary shares with a nominal value of ten (10) riyals per share, with a total number one billion four hundred seventy-eight million ordinary shares (1,478,000,000). Affiliate a person who Controls another person or is Controlled by that other person, or who is under common Control with that person by a third person. In any of the preceding, Control could be direct or indirect.

Samba Samba Financial Group, a Saudi listed joint stock company, established by Royal Decree No. M/3 dated 26/03/1400H (corresponding to 13/02/1980G), licensed and supervised by SAMA to engage in banking and financing activities, and headquartered in Riyadh holding commercial registration number 1010035319 dated 6/02/1401H (corresponding to 14/12/1980G).

“Circular” or “Samba This circular prepared by Samba to its shareholders in response to the Offer Circular” Document relating to the Merger which provides the views of the Samba Board of Directors on the offer to Samba shareholders and NCB’s plans for Samba and its employees (which was prepared pursuant to requirements of Article 39 of MARs).

Samba EGM the extraordinary general assembly meeting of Samba convened for the purpose of voting on the Merger Resolutions. 19

Banks NCB and Samba.

Business Day any day, other than a Friday, Saturday or a public holiday in the Kingdom.

Capital Increase the proposed increase in NCB’s share capital by issuing one billion four hundred seventy-eight million (1,478,000,000) shares in favour of Samba shareholders.

CMA the Capital Market Authority of Saudi Arabia.

Combined Bank NCB following the Effective Date.

Companies Law Companies Law issued pursuant to Royal Decree No. M/3 dated 28/01/1437H (corresponding to 10/11/2015G) as amended pursuant to the Royal Decree No. M/79 dated 25/07/1439H (corresponding to 11/04/2018G).

Control the ability to influence the actions or decisions of another person through, whether directly or indirectly (excluding indirect ownership of shares through swap agreements or through an investment fund whose unit owner have no discretion in its investment decisions), alone or with a person or persons Acting in Concert through holding (directly or indirectly) 30% or more of the voting rights in a company. The term “control” shall be interpreted pursuant to the aforementioned.

Effective Date After the expiry of the Creditor Objection Period or the resolution of all objections that have been raised during the creditor objection period (whichever occurs later) according to provisions of the Companies Law. For more details on the objection period, see Section (10.3)‎ (“Creditors Objection Period”) of this Circular.

Completion After the listing of the Consideration shares on Tadawul and allocating such shares to the benefit of the respective Samba shareholders registered in the Samba shareholders ’registry at the end of the second trading period following the Effective Date. 20

Merger Resolutions Resolutions in relation to the Merger, which will be presented to Samba and NCB shareholders, as follows:

With respect to Samba: voting on NCB’s Offer to merge Samba into NCB to be effected pursuant to Articles 191-193 of the Companies Law, through the issuance of 0.739 new NCB shares for every share in Samba and the dissolution of Samba accordingly in accordance with the relevant regulatory requirements and the terms and conditions of the Merger Agreement. In addition, voting on the following matters relating to the Merger: a) Voting on the terms of the Merger Agreement entered into between Samba and NCB on 24/02/1442G (corresponding to 11/10/2020G). b) Voting on the authorisation of Samba Board of Directors, or any person so authorised by the Samba Board of Directors, to adopt any resolution or take any action as may be necessary to implement any of the above resolutions.

With respect to NCB: voting on the Merger of Samba into NCB pursuant to Articles 191-193 of the Companies Law, through the issuance, by NCB, of one billion four hundred seventy-eight million (1,478,000,000) new shares ((0.739) shares in NCB for each share in Samba) subject to the terms and conditions of the Merger Agreement including voting on the following matters relating to the Merger:

a) Voting on the terms of the Merger Agreement entered into between Samba and NCB on 24/02/1442G (corresponding to 11/10/2020G).

b) Voting on the increase in the share capital of NCB from thirty billion Saudi Riyals (SAR 30,000,000,000) to forty-four billion seven hundred eighty million Saudi Riyals (SAR 44,780,000,000), subject to the terms and conditions of the Merger Agreement and with effect from the Effective Date in accordance with the Companies Law and the Merger Agreement. c) Voting on the amendments to the NCB’s bylaws in the form set out in Annex (2) of this Circular with effect from the Effective Date. d) Voting on the authorisation of NCB Board of Directors, or any person authorised by the Board of Directors, to adopt any resolution or take any action as may be necessary to implement any of the above resolutions.

Exchange Ratio It is the basis on which the number of consideration shares owed to Samba shareholders will be determined in respect of the Merger which will result in (0.739) NCB shares for every Samba share.

GAC the General Authority for Competition in the Kingdom. GCC the Gulf Co-operation Council.

“MARs” or “the Merger the Merger and Acquisition Regulations issued by the board of the CMA pursuant and Acquisition to its resolution no. 1-50-2007, dated 21/09/1428H (corresponding to 3/10/2007G), Regulations” amended by resolution no. 3-45-2018, dated 7/08/1439H (corresponding to 23/04/2018G). 21

Material Adverse Event means (as agreed upon in the Merger Agreement) any event, occurrence or change in circumstances which individually, or when aggregated with all such other events, occurrences or changes, has or could reasonably be expected to have a material adverse effect on the business, assets, liabilities, financial position, profitability or prospects of either of the Banks or on the Merger or its implementation; provided that the following shall not be considered in determining whether a Material Adverse Event has occurred:

a) any deterioration of the economic, political or market conditions or securities, credit, financial or other capital markets conditions in the financial services industry globally, in the Middle East, in the Kingdom or in general except to the extent that such effect adversely affects the NCB (or any of its Subsidiaries) or Samba (or any of its Subsidiaries) (as the case may be) in a materially disproportionate manner compared to each other or to other businesses or participants in the industry in which the NCB Group or the Samba (as the case may be) operates; b) any change, development or event to the extent resulting from the execution and delivery of the Merger Agreement or the public announcement, pendency or consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, including the impact of such changes or developments on the relationships, contractual or otherwise, of any of the Banks (or any of their respective Subsidiaries) and their employees, clients, customers, suppliers or partners; c) any change, event or development to the extent resulting from any failure of the NCB Group (or any of its Subsidiaries) or the Samba (or any of its Subsidiaries) (as the case may be) to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (it being understood that the facts and circumstances giving rise to such failure may be deemed to constitute, and may be taken into account in determining whether there has been, a Material Adverse Event if such facts and circumstances are not otherwise described in paragraphs (a) or (d) through (h) of this definition); d) any change, in and of itself, in the market price, credit rating (with respect to NCB or Samba or its securities) or trading volume of NCB’s or Samba’s securities (it being understood that the facts and circumstances giving rise to such change may be deemed to constitute, and may be taken into account in determining whether there has been, a Material Adverse Event if such facts and circumstances are not otherwise described in paragraphs (a), (c) or (e) through (h) of this definition); e) any change or proposed change, after the date of the Merger Agreement, in applicable law (or, in each case, an authoritative interpretation thereof), except where the change in applicable law has an adverse effect on NCB (or any of its Subsidiaries) or the Samba (or any of its Subsidiaries) (as the case may be) in a materially disproportionate manner compared to each other or to other businesses or participants in the industry in which the NCB Group or the Samba, (as the case may be), operates; f) geopolitical, the outbreak or escalation of hostilities, any acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of the Merger Agreement, except to the extent that such change, event or development affects the NCB (or any of its Subsidiaries) or the Samba (or any of its Subsidiaries), (as the case may be), in a materially disproportionate manner compared to each other or other businesses or participants in the industry in which the Banks (as the case may be), operates; g) any flood, earthquake or other natural disaster, except to the extent that such change, event or development affects the NCB (or any of its Subsidiaries) or the Samba (or any of its Subsidiaries), (as the case may be), in a materially disproportionate manner compared to each other or other businesses or participants in the industry in which the Banks, (as the case may be), operates; or h) any change, event or development to the extent resulting from any action by NCB (or any of its Subsidiaries) or the Samba (or any of its Subsidiaries) (as the case may be) that is expressly required to be taken by the Merger. 22

Merger Agreement the merger agreement dated 24/02/1442H (corresponding to 11/10/2020G) between NCB and Samba setting out the terms and conditions of, and the parties’ rights and obligations in connection with, the implementation of the Merger.

MOC the Ministry of Commerce in the Kingdom.

Related Party a person (whether or not Acting in Concert with Samba, NCB or with any of their respective Subsidiaries) who directly or indirectly owns, or deals in, the shares of the Samba or NCB in an acquisition (whether through a private sale and purchase transaction or an offer) or any person who have (in addition to their normal interests as shareholders) an interest or a potential interest, whether commercial, financial or personal, in the outcome of the Merger or a person who is a Related Party with in respect of both the Samba and NCB. Without prejudice to the general application of this definition, the term “Related Party” includes - but shall not be limited to - the following: (1) any person or persons who has provided financial assistance (other than a bank in the ordinary course of business) to NCB or Samba; (2) a board member of the NCB and Samba or any of their respective Affiliates; (3) a person owning 20% or more of Samba or NCB (whether individually or by Acting in Concert with other(s)); and (4) a Substantial Shareholder of NCB who at the same time is a board member of Samba, or vice versa.

Relative a husband, wife, children and parents.

Restricted Jurisdiction any jurisdiction where the offer of the Consideration Shares would violate the law of that jurisdiction. Connected Fund A fund manager connected with Samba if it is controlled by, controls or is under the Manager same control with (1) Samba or any person acting in agreement with it; or (2) any advisor related to Samba. Related Advisor any advisor for Samba in relation to the Merger or a person licensed by the CMA acting in the interest of Samba or any other advisor who provides an advice to a person acting in concert with Samba in relation to the Merger or any other matter which can be a reason for that person to be part of acting in concert with Samba. NCB the National Commercial Bank, a Saudi listed joint stock company, converted to joint stock company by Royal Decree No. M/19 dated 23/11/1417H (corresponding to 31/03/1997G), which is licensed and supervised by SAMA to engage in banking and financing activities and headquartered in Jeddah holding commercial registration number 4030001588 dated 27/12/1376H (corresponding to 25/07/1957G). NCB EGM the extraordinary general assembly meeting of NCB convened for the purpose of voting on the Merger Resolutions. MISA Ministry of Investment in the Kingdom.

SAMA the Saudi Central Bank.

SAR Saudi Arabian Riyals, the official currency of the Kingdom.

Subsidiary in relation to a company, another company which it Controls. 23

Substantial Shareholder a shareholder owning five per cent. or more of the shares in Samba or in NCB (as applicable). Tadawul the Saudi Stock Exchange (Tadawul).

The members of the The members of the Samba Board of Directors who have an interest in the Merger and Board of Directors who prevented from voting on the Merger Resolutions as their details are demonstrated in have an Section (6) (“Related Parties and Interested Board Members in the Merger”) Interest in the Merger of this Circular. The Kingdom The Kingdom of Saudi Arabia.

“Offer to Merge” or the offer from NCB to Samba shareholders for the purpose of merging Samba into “Offer” NCB in exchange for the Consideration Shares pursuant to Articles 191-193 of the Companies Law and Article 49(a)(1) of the MARs. Offer Document The document, which was prepared by NCB pursuant to Article 38 of the MARs in relation to the Offer made by NCB to Samba shareholders. Merger The Merger of NCB and Samba by way of a statuary merger pursuant to Articles 191-193 of the Companies Law and Article 49(a)(1) of the MARs, which shall result in all of the assets and liabilities of Samba to be transferred to NCB in exchange for NCB issuing the Consideration Shares to Samba shareholders by way of increasing NCB’s paid-up capital from thirty billion Saudi Riyals (SAR 30,000,000,000) to forty-four billion seven hundred eighty million Saudi Riyals (SAR 44,780,000,000). Creditor Objection Period The period during which Samba creditors may submit their objections on the Merg- er, pursuant to Article 193 of the Companies Law, which will commence from publishing the approval by NCB EGM and Samba EGM of the Merger Resolutions and continue for (30) days. Conflict of Interests a conflict-of-interest situation for a board of directors’ member arises when any of the following occurs: 1. the director has a direct or an indirect interest in the Offer to Merge 2. the director is a shareholder in Samba and at the same time a director of NCB board, or vice versa 3. the director is a director of NCB Board of Directors and at the same time he/she is a board member of or an executive in Samba, or vice versa 4. The director is a representative of a shareholder owning shares in NCB and Samba at the same time An interest of a person who is a Relative or an Affiliate of a director shall be treated as an interest of that director.

Closing Price Last trading price for the shares in the traded related day, according to the mech- anism set by Tadawul. Offer Period The period from announcing NCB’s firm intention to make an Offer to Samba shareholders until the date of issuing NCB and Samba EGM resolutions or until the Merger Agreement is terminated in accordance with its provisions (whichever comes first). For more details on the termination of the Merger Agreement, see Section8.1) (‎ “Merger Agreement” of this Circular. NCB Shareholders The shareholders’ circular issued by NCB for its shareholders in relation to the Circular increase of the capital for the purpose of issuing the Consideration Shares. 24

1. INTRODUCTION

1.1. Samba Circular

This circular includes the information must be provided to the Samba’s shareholders pursuant to Article 39 of MARs.

1.2. OVERVIEW OF THE MERGER

On 04/11/1441H (corresponding to 25/06/2020G), Samba and NCB announced the signing of a framework agreement concerning the Merger between the Banks (the “Framework Agreement”) in order for the Banks to begin a reciprocal due diligence process and to negotiate definitive and binding terms in relation to the Merger. The Framework Agreement included the non-binding agreement between the Banks that the proposed transaction, should it proceed, will be completed by way of a merger with NCB being the merging bank and Samba being the merged bank. The Framework Agreement also included a determination of a non-binding Exchange Ration range, whereby Samba shareholders will receive between (0.736) and (0.787) new shares in NCB for every share they own in Samba. Based on the non-binding Exchange Ration range, the total consideration that NCB will offer to Samba shareholders ranges between 1,441,000,000 and 1,540,000,000 new shares in NCB. Pursuant to the Framework Agreement, NCB and Samba have agreed to negotiate definitive agreements for the Merger, which include the commercial terms related to the Merger and a number of other provisions that are customary in such agreements.

On 24/02/1442H (corresponding to 11/10/2020G), Samba and NCB have announced that they have entered into a legally binding Merger Agreement. Pursuant to the Merger Agreement, Samba and NCB have agreed to take necessary steps to implement and complete the Merger between the two Banks in accordance with Articles 191-193 of the Companies Law and Article 49(a)(1) of the MARs by way of merging Samba into the NCB and transfer the assets and liabilities of Samba to NCB. On 24/02/1442H (corresponding to 11/10/2020G), NCB has announced its firm intention to continue the Merger as well as an offer addressed to the shareholders of Samba for this purpose in consideration of issuing the Consideration Shares for Samba’s shareholders based on the agreed Exchange Ratio.

Upon the Completion, NCB will continue to exist, and Samba will cease to exist as a legal entity by operation of law and its shares will be cancelled and the Consideration Shares will be issued by NCB to Samba shareholders that appear on the share register of Samba immediately after close of trading on the second trading period following the Effective Date. For more details about the Merger, see Section (‎2) (“Merger”) of this Circular.

Samba has appointed Morgan Stanley Saudi Arabia as its financial advisor and Khoshaim & Associates as its legal advisor in relation to the Merger. This Circular includes the opinion of the Samba Board of Directors regarding the Merger. 25

2. MERGER

The Merger will be effected pursuant to Articles 191-193 of the Companies Law and Article 49(a)(1) of the MARs and after satisfying the conditions included in the Merger Agreement which contained in Section (‎8.1) (“Merger Agreement”) of this Circular, where Samba will be merged into the NCB and all the assets and liabilities of Samba will be transferred to NCB. Upon Completion, NCB will continue to exist, while Samba will cease to exist by operation of law and all Samba shares will be delisted. The Consideration Shares will be issued by NCB to Samba Shareholders who are registered in the shareholders’ register of Samba at the end of the second trading day following the Effective Date.

Pursuant to the Merger Agreement, the two Banks have agreed on the final Exchange Ratio of 0.739 shares in NCB for each share Samba shareholders own in Samba. This implies a total number of one billion four hundred seventy-eight million (1,478,000,000) Consideration Shares to be issued as ordinary shares with a nominal value of (SAR 10) per share. The Consideration Shares will be issued by way of a capital increase, which will increase NCB fully paid-up capital by 49.3% from thirty billion Saudi Riyals (SAR 30,000,000,000) to forty-four billion seven hundred eighty million Saudi Riyals (SAR 44,780,000,000) and the number of its issued shares will increase from three billion 3,000,000,000 to four billion four hundred seventy-eight million 4,478,000,000 fully paid-up.

Upon the approval of the shareholders of Samba and NCB and satisfying all other conditions of the Merger deal, Samba’s existing shareholders would own 32.6% of the Combined Bank (excluding treasury shares for both Banks), and NCB’s existing shareholders would own 67.4% of the Combined Bank (excluding treasury shares for both Banks).

In the event that the Exchange Ratio calculation of the entitled shares for any of Samba’s shareholders produces a fractional share, the resulting figure will be rounded down to the nearest share. For example, if a Samba Shareholder holds 100 Samba shares, he or she will receive 73 Consideration Shares (and not 74 Consideration Shares). NCB shall aggregate all fractional entitlements and sell in Tadawul on behalf of all Samba shareholders who would otherwise have been entitled to receive fractional shares, and subsequently distribute the net cash proceeds to such Samba shareholders proportionate to their respective fractional entitlements. Any expenses in relation to the sale of fractional shares, will be paid from the proceeds of such sale.

The Consideration shares will be issued fully paid and as the same ordinary shares of the NCB, and it will have the same rights. 26

The following table shows details of ownership in NCB of each of the public and the Substantial Shareholders of NCB and Samba prior to and following Completion (as on 15/06/1442H (corresponding to 28/01/2021G)):

Pre- Completion of the Merger Post- Completion of the Merger Shareholder No. of Shares Shareholding % No. of Shares Shareholding %

PIF 1,328,839,999 44.29% 1,667,501,160 37.2%

GOSI 155,400,000 5.18% 260,311,263 5.8%

PPA 160,826,298 5.36% 331,430,753 7.4%

Members of the Board 766,878 0.03% 766,878 0.02% of Directors of NCB* Senior Executives of 904,314 0.03% 904,314 0.02% the NCB** Treasury Shares 7,030,787 0.2% ***43,424,213 1.0%

The Public 1,346,231,724 44.9% 2,173,661,419 48.5% Total 3,000,000,000 100% 4,478,000,000 100%

* Based on the shares owned by members of the Samba Board of Directors directly and shares in which they have indirect interest only in NCB. ** Based on shares owned directly by senior executives only in NCB. *** The treasury shares of the Combined Bank on the Effective Date will consist of the following: (1) treasury shares owned by the NCB on the Effective Date, (2) the Consideration Shares that will be issued in exchange for the treasury shares owned by Samba on the Effective Date, and (3) NCB’s shares owned by Samba on the Effective Date. 27

It should be noted that the treasury shares of the Combined Bank, on the Effective Date, will consist of the following: (1) treasury shares owned by NCB on the Effective Date (a total of (7,030,787) shares), (2) Consideration Shares that will be issued in exchange for the treasury shares owned by Samba on the Effective Date (a total of (30,952,053) shares), and (3) NCB shares owned by Samba on the Effective Date (a total of (5,441,373) shares). Accordingly, the Merger will result in an increase in the number of treasury shares of the Combined Bank (compared to the treasury shares of NCB prior to the Effective Date). This increase will come as a result of the shares referred to in paragraphs (2) and (3) above. The objectives of the new treasury shares will be determined later by the Combined Bank’s board of directors, who in turn will obtain any required approvals in this regard. The following table shows the structure of the ownership of Samba prior to and following Completion (as on 15/06/1442H (corresponding to 28/01/2021G)):

Pre- Completion of the Merger Post- Completion of the Merger Shareholder Shareholding No. of Shares Shareholding % No. of Shares % PIF 458,269,500 22.9% Not applicable, since Samba will cease to exist as a legal entity pursuant to PPA 230,858,532 11.5% the Merger.

GOSI 141,963,820 7.1%

Members of the Samba 1,130,168 0.1% Board of Directors* Senior Executives of 320,687 0.016% Samba** Treasury Shares 41,883,698 2.1% The Public 1,125,573,595 56.3%

Total 2,000,000,000 100%

* Represents the shares owned by members of the Samba Board of Directors directly and shares in which they have indirect interest. ** Represents shares owned directly by senior executives.

The below diagram is a simplified description of the structure of the Merger: 28

Pursuant to the Merger Agreement, the Banks have agreed to appoint a specialized consulting firm to provide its advice in relation to the name, logo, and identity of the Combined Bank. It should be noted that the relevant committee for setting out the plan for merging both Banks’ businesses approved to suggest (the Saudi National Bank) to be the new name of the Combined Bank on the Effective Date.

2.1. THE EFFECTS OF MERGER

Upon Completion, all the assets and liabilities of Samba will be transferred to NCB, and NCB will continue to exist, while Samba will cease to exist as a legal entity by operation of law and its shares will be cancelled pursuant to Articles 191-193 of the Companies Law and Article 49(a)(1) of the MARs. Samba shareholders that appear on the share register of Samba will receive the Consideration Shares pursuant to the Exchange Ratio immediately after close of trading on the second trading period following the Effective Date and no action is needed from Samba’s shareholders side on that regard. In the event that one Samba shareholder pledges all or part of his shares in the Samba, the pledge registered with Tad- awul will automatically be replaced by a pledge on the Consideration Shares obtained by that shareholder in the NCB under the Merger without any additional action taken by this shareholder, subject to any restrictions or conditions stipulated in the relevant mortgage agreements, whereby the shareholders of Samba, who previously pledged all or part of their shares in the Samba, must fulfil any requirements required under those agreements.

2.2. THE METHOD DETERMINING THE EXCHANGE RATIO

NCB and Samba have agreed on the Exchange Ratio which determines the number of shares that Sam- ba’s shareholder will receive in the Combined Bank as a result of the Merger after the negotiations and deliberation between the two Banks for several months.

During the negotiation phase on the Exchange Ratio, Samba obtained the opinion of its consultants in addition to reviewing the information provided for the purpose of conducting the due diligence study related to the business of the NCB. Morgan Stanley Saudi Arabia, in its capacity as the financial advisor to the Samba regarding the Merger, provided its independent advice dated 24/02/1442H (corresponding to 11/10/2020G) to the Samba Board of Directors which indicates that as the date of providing independent advice to the Samba Board of Directors and in accordance with the factors and assumptions described in that advice, Morgan Stanley Saudi Arabia believes that the agreed Exchange Ratio pursuant to the Merger agreement is financially fair to Samba. The entire context of the independent advice provided by Morgan Stanley Saudi Arabia to the Samba Board of Directors has been attached in Annex (1) of this Circular, which contains the assumptions, procedures, considerations, and restrictions on which that advice was based. 29

The following table summarises the results of the agreed valuation:

Agreed Exchange Ratio 0.739 shares in NCB for each Samba share.

Total Number of the Fourteen billion four hundred Seventy-Eight million (1,478,000,000) shares, Consideration Shares fully paid-up

Total Nominal Value of Fourteen billion four hundred Seventy-Eight million Saudi Riyals (SAR the Consideration Shares 14,478,000,000, with a nominal value of SAR 10 per share

Total Market Value of the SAR 56,903,000,000 based on closing price of the NCB share price on Tadawul Consideration Shares as of 08/10/2020G being SAR 38,50 (which is the last trading day prior to announcing the execution of the Merger Agreement), implying per share value of SAR 28,45, representing:

• a premium of 3.5% compared to the closing share price on Tadawul of Samba of SAR 27,50 as of 08/10/ 2020G (which is the last trading day prior to announcing the execution of the Merger Agreement).

• a premium of 23.7% compared to the closing share price on Tadawul of Samba of SAR 23 as of 24/06/2020G (the last trading day prior to the announcement of the Framework Agreement).

The total value of the Consideration Shares (as will be recorded on the financial statements of NCB) will be determined at a later stage on the basis of the closing price of NCB share on the last trading day prior to the Effective Date. (For further information relating to the factors regarding that, see section (1) «Risks Factors» of the Offer Document).

2.3. THE CONDITIONS OF THE MERGER

For Completion, the two Banks must obtain several governmental approvals and satisfy the conditions included in the Merger, for further information regarding the terms and conditions regarding the Merger agreement, see Section (8.1)‎ (“Merger Agreement”) and Section (10) (“Procedures Required for Completion”) of this Circular. 30

3. THE OPINION OF THE BOARD OF DIRECTORS OF SAMBA REGARDING THE MERGER

The members of Samba Board of Directors (who do not have an interest in the Merger) have the view that the Merger is fair and reasonable after taking the due care with the assistance of their advisors and taking into consideration the status of the market on the publication date of this Circular and the growing opportunities of the Combined Bank and the expected benefits of the Merger and the independent advice provided to them by Morgan Stanley Saudi Arabia (in its capacity as the financial advisor of Samba in relation to the Merger) dated 24/02/1442H (corresponding to 11/10/2020G) (a copy is attached to Annex (1) of this Circular) which states that on the date of providing such advice to the Samba Board of Directors and in accordance to the factors, assumptions and limitations demonstrated in the advice, Morgan Stanley Saudi Arabia believes that the Exchange Ratio agreed on pursuant to the Merger Agreement is fair to Samba form a financial perspective. It must be noted that Morgan Stanley Saudi Arabia opinion was not updated, and therefore, no assurance to whether Morgan Stanley Saudi Arabia has the same opinion in relation to the fairness of the Exchange Ratio at the date of holding the EGM of Samba due to possibility of a change in the factors and assumptions on which the opinion was based when it was provided.

The members of Samba Board of Directors (who do not have an interest in the Merger) have the view that the Merger would be in the interest of Samba and its shareholders. Therefore, they unanimously recommend the shareholders of Samba to approve the Merger. The members of Samba Board of Directors, when they provided this recommendation, took into consideration the due diligence results provided by Samba’s advisors on NCB and its Subsidiaries, in addition to the external advice they received regarding the legal, financial, accounting, strategic and other matters related to the Merger. Samba has not received any alternative offer as of the date of this Circular.

It should be noted that the results of the due diligence studies depend on several factors, including the accuracy and completeness of the information provided by NCB. Therefore, the Samba Board of Directors has not taken any key operational, legal and financial risks into consideration when providing its opinion which were not discovered during the due diligence study conducted by Samba and its advisors on NCB or were not expected or calculated or disclosed to Samba by NCB.

It should also be noted that the members of the Samba Board of Directors did not consider the individual investment objectives, the financial situation, the zakat and tax situation, or the special circumstances of each shareholder due to the different circumstances, conditions, and objectives of each of them. Additionally, the members of the Samba Board of Directors did not consider the levels and patterns of trading, the prices of the NCB’s shares, or any circumstances after the date of this Circular. Accordingly, the members of Samba Board of Directors emphasize the necessity of each shareholder in Samba to obtain independent professional advice regarding the Merger from a financial advisor licensed by the CMA. Therefore, each shareholder must rely on its own review of the Merger to ensure that the Merger and the information contained in this Circular are suitable for that shareholder’s invest- ments objectives and financial conditions.

The Samba Board of Directors has the right to withdraw or amend its recommendation on the Merger as it deems appropriate, taking into consideration the best interest of Samba and its shareholders.

Furthermore, it should be noted that all members of the Samba Board of Directors (who have the right to vote) intend to approve the Merger Resolutions in the EGM of Samba. 31

4. OPINION OF THE BOARD OF DIRECTORS OF SAMBA REGARDING NCB’S PLAN FOR SAMBA AND BENEFITS OF THE MERGER

4.1. General overview

The Merger will create the Kingdom’s largest bank1 and one of the leading banks in the Middle East region by market value. The Merger will enable the Combined Bank to finance economic development and support Saudi Arabia’s trade and capital flows with the region and the rest of the world. The Merger will also enable the Combined Bank to take advantage of the high integration between the two Banks to enhance its competitive position, improve and develop its services’ centres, and provide the best modern technology to its customers through digital transformation. The Merger will contribute to empower the realization of opportunities presented by Vision 2030, achieving cost synergies and enhancing the international presence of the Combined Bank, in addition to contributing to preparing future leaders in the banking sector. NCB’s evaluation to the main rationale of the Merger is as follows:

4.2. Benefits to NCB shareholders and Samba shareholders

4.2.1. Strengthened competitive position

The Combined Bank will become the largest bank in the Kingdom2 and one of the leading banks in the Middle East region with SAR 171 billion (U.S.$ 46 billion)3 in market capitalisation. At a local level, the Combined Bank will become the Kingdom’s largest bank4 serving approximately 25% of the retail and wholesale banking market5. The Combined Bank would have SAR 837 billion (U.S.$ 223 billion)6 in assets (this represents a market share of 32%)7 8 , SAR 468 billion (U.S.$ 125 billion)9 in performing loans (this represents a market share of 29%)10 11 , around SAR 568 billion (U.S.$ 151 billion)12 in customer deposits (this represents a market share of 30%)13 14 , a half year operating income of around SAR 15 billion (U.S.$ 4 billion)15 (this represents a market share of 30%)16 17 and net income of around SAR 7 billion (U.S.$ 2 billion)18 (this represents a market share of 38%)19 20 and a combined equity base of SAR 120 billion (U.S.$ 32 billion)21 The Combined Bank will also become the number one bank in the Middle East by net income. 22 The Combined Bank will have a universal and balanced banking platform across all business lines. Operating income23 for the Combined Bank broken down into the following segments: 41% retail banking, 25% corporate banking, 23% treasury, 6% international and 5% capital markets. The scale of the Combined Bank will help achieve industry leading returns and productivity levels.

1- Based on the collected financial results on 30 June 2020G and the available information on the relevant banks’ websites. 2- Based on the collected financial results on 30 June 2020G and the available information on the relevant banks’ websites. 3-Based on the market value on 08 October 2020. 4-Based on the collected financial results on 30 June 2020G and the available information on the relevant banks’ websites. 5- Based on the collected financial results on 30 June 2020G and the available information on the relevant banks’ websites. 6-Based on the market value on 8 October 2020G. 7-Based on the collected financial results on 30 June 2020G and the available information on the relevant banks’ websites. 8-It was assumed, when calculated, that the market consists of 11 banks if any bank which recorded negative value based on any used scales was excluded. 9-Based on the market value on 8 October 2020G. 10-Based on the collected financial results on 30 June 2020G and the available information on the relevant banks’ websites. 11-It was assumed, when calculated, that the market consists of 11 banks if any bank which recorded negative value based on any used scales was excluded. 12-Based on the market value on 8 October 2020G. 13- Based on the collected financial results on 30 June 2020G and the available information on the relevant banks’ websites. 14-It was assumed, when calculated, that the market consists of 11 banks if any bank which recorded negative value based on any used scales was excluded. 15-Based on the market value on 8 October 2020G. 16-Based on the collected financial results on 30 June 2020G and the available information on the relevant banks’ websites. 17-It was assumed, when calculated, that the market consists of 11 banks if any bank which recorded negative value based on any used scales was excluded. 18-Based on the market value on 8 October 2020G. 19-Based on the collected financial results on 30 June 2020G and the available information on the relevant banks’ websites. 20-It was assumed, when calculated, that the market consists of 11 banks if any bank which recorded negative value based on any used scales was excluded. 21- Based on the market value on 8 October 2020G. 21- Based on the collected financial results on 30 June 2020G and the available information on the relevant banks’ websites. 23- Based on the collected financial results for both Banks on 30 June 2020G. 32

4.2.2. Highly complementary banks The Combined Bank will leverage NCB and Samba’s leading retail banking franchises, serving 26%24 of the market in retail loans and 29%25 of the market share of deposits. Building on these capabilities, the Combined Bank aspires to enable the achievement of best-in-class digital solutions, drive homeownership through growth in residential finance, foster SME development and lending and promote financial literacy and a culture of saving. On the corporate banking side, the Combined Bank will leverage Samba’s wide customer network and NCB’s position as the largest institutional lender and specialized financier in the Kingdom to extend 27%26 of corporate performing loans 27 in the Kingdom.28 The ambition of the Combined Bank is to become the foremost trusted partner for top-tier Saudi corporates and institutions to support the Kingdom’s landmark deals and mega projects, whilst facilitating trade and capital flows between the Kingdom and regional and global markets. Building on the complementary portfolios of the two Banks, the Combined Bank will be the largest bank for treasury operations and capital markets’ activities as the Combined Bank will manage treasury assets of SAR 316 billion (U.S.$ 84 billion)29 (equivalent to 36% in market share), allowing for strong cross-selling capabilities. The Combined Bank will own both NCB Capital and Samba Capital and Investment Management Company (Samba Capital), who, together would form the biggest asset manager, brokerage and investment bank in Saudi Arabia. Samba had announced on the website of the Saudi Stock Exchange (Tadawul) on 9/5/1442H (corresponding to 24/12/2020G) that the committee responsible for preparing the integration plan has approved the merger of Samba Capital and NCB Capital, once the Merger has been completed. The structure of the merger of Samba Capital and NCB Capital, and the timing and all other details thereof, will be determined at a later stage. Moreover, the committee’s decision will not necessarily result in the merger of Samba Capital and NCB Capital, as it shall remain subject to the completion of the Merger and obtaining the relevant regulatory approvals, in addition to other steps and procedures. The integration of those two companies, to achieve the best synergies, will be studied as part of the integration plan for both banks and will be finally decided as part of the integration or by the Combined Bank’s board of directors after completing the Merger.

4.2.3. Enhanced multi-channel distribution The Combined Bank would be able to offer its customers end-to-end digital products and services and deliver convenient solutions through the development of new digital propositions. The Combined Bank will immediately provide unparalleled accessibility across the Kingdom, with 501 branches, 4,136 ATM machines and 126,831 point of sale devices (POS).30

4.2.4. Digitalization The Combined Bank is in a position of strength in relation to the digitalization; both Banks have increasing digital penetration in the banking sector and digital financial transactions. In addition, in 2019, Samba was awarded best online cash management and treasury platform and NCB was awarded best mobile banking application in the Kingdom. The Combined Bank plans to double down on digital and analytics and continue to enhance its artificial intelligence tools. It will aim at digitalising all products and services end-to-end and introduce cutting-edge technologies to its customers. It plans to grow the market through new ventures and partnerships and will invest in data and analytics to create unparalleled customer experiences.

24- Based on balances of retail banking loans on 30 June 2020. 25- It was calculated based on the collected financial results on 30 June 2020G and the available information on the relevant banks’ websites. 26- Based on balances of corporate banking loans on 30 June 2020 (which includes overdraft whenever this description is available to the public in the financial statements). 27- Based on the collected financial results on 30 June 2020G and the available information on the relevant banks’ websites. 28- Based on the collected financial results on 30 June 2020G and the available information on the relevant banks’ websites. 29- Based on the collected financial results for both Banks on 30 June 2020G. 30- Based on the collected figures for both Banks based on SAMA publication for August 2020. 33

4.2.5. Enhanced liquidity and solid capital position to pursue growth

The Combined Bank will aim to leverage the cross-selling capabilities of both Banks through an improved operating model and the optimization of both banks’ investment portfolios, benefitting from a robust and diversified funding structure, as well as an enhanced liquidity profile with an 82%31 loan to deposit ratio (LDR). This is complemented with a solid and robust capital position. This strong foundation will allow the Combined Bank to pursue growth opportunities in local and global markets.

4.2.6. Catalysing delivery of Vision 2030

The Combined Bank will play a vital role in empowering the realization of opportunities presented by Vision 2030. The scale of the Combined Bank and its strong funding and capital base will allow it to tap into key growth areas and invest in rapidly developing sectors and projects in the Kingdom, accelerate growth in the SME sector, promote growth in housing stock and residential financing, and facilitate the development of Saudi Arabia’s capital market as well as the continued digitalization of the economy.

4.2.7. Synergies and shareholder value

The Merger is expected to unlock approximately SAR 800 million (U.S.$ 213 million) annually fully phased in cost synergies after integration is complete, representing 9%32 of the combined cost base, with signif- icant value creation potential, driven by increased scale, sharing of best practices and annual efficiency gains. There is also potential for revenue synergies between the two banks. One-time cash integration costs are expected to be approximately SAR 1.1 billion (U.S.$ 293 million).

As a result of these synergies, the Merger is expected to be accretive to earnings per share for NCB and Samba shareholders based on the results of the first quarter of the financial year 2020 for NCB and Samba on annual basis (including fully phased in synergies and excluding one-time cash integration costs).

4.2.8. Growing international presence

The Combined Bank will have an expanded international network enabling the Combined Bank to facilitate international trade and capital flows. The Combined Bank will be better placed to pursue further strategic expansion opportunities to better connect with global markets.

4.2.9. Grooming future leaders of the industry

The Combined Bank will merge its talent pools and become a talent hub for the financial sector. Talent development will be a priority for the Combined Bank, as it aspires to groom future leaders of the industry through world-class training and development programs and offer rewarding career opportunities.

31-Based on the total collected operation coasts of both Banks for 2019 (before calculating the value decrease). 32-Based on the collected operation coasts of both Banks for 2019 (before calculating the value decrease). 34

5. OPINION OF THE BOARD OF DIRECTORS OF SAMBA REGARDING NCB’S PLAN FOR SAMBA EMPLOYEES

NCB has stated in its Offer Document that its plans towards Samba’s employees involve the Combined Bank setting new standards in training and talent development and empower the realization of career opportunities in a much larger organization. NCB does not expect involuntary staff redundancies as a result of the Merger. As such, Samba Board of Directors is assured regarding these plans and takes the view that they will be in the benefit of Samba employees.

6. RELATED PARTIES AND INTERESTED BOARD MEMBERS IN THE MERGER

The Merger is deemed to be a Related Party transaction as the PIF, GOSI and PPA are Substantial Shareholders in, and have representatives on the boards of, both Banks.

An exemption was obtained from the CMA of the requirements of Article 3(o) and Article 48 of MARs, in which the shareholders who own shares in NCB and Samba and have representation on the board of NCB and/or Samba, will be entitled to vote on the Merger Resolutions in the EGM of one of the Banks, subject to the voting restrictions applicable to their representatives in board and committee meetings. Therefore, Shareholders that are Related Parties, who are PIF, GOSI and PPA, will be permitted to vote in the EGM of one of the Banks.

A number of members of NCB Board of Directors and Samba Board of Directors have an interest in the Merger. Therefore, each of Mr. Yazed Abdulrahman Al Humaid (in his capacity as the board representative of the PIF in the Samba Board of Directors), Dr. Ibrahim Saad Al Mojail (in his capacity as the board representative of the PIF in the Samba Board of Directors and his ownership in NCB), Mr. Eyad Abdulrahman Al Husain (in his capacity as the board representative of the GOSI in the Samba Board of Directors), Mr. Ali Hussain Reda (in his capacity as the board representative of the PPA in the Samba Board of Directors and his ownership in NCB) and Dr. Walid Sulaiman Abanumay (due to his ownership in NCB) have declared their interest in the Merger and therefore did not vote on the resolution of the Samba Board of Directors approving Samba’s entry into the Merger Agreement.

Furthermore, each of Mr. Saeed Mohammed Al Ghamdi, Mr. Rashid Ibrahim Sharif, Mr. David Jeffrey Meek and Mr. Marshall Charles Bailey (in their capacity as the board representatives of the PIF in NCB Board of Directors), Mr. Anees Ahmed Moumina (in his capacity as the board representative of the GOSI in NCB Board of Directors and his direct and indirect ownership in Samba) and Mr. Saud Sulaiman Al Juhani (in his capacity as the board representative of the PPA in NCB Board of Directors) have declared their interest in the Merger and therefore did not vote on the resolution of the NCB Board of Directors approving NCB’s entry into the Merger Agreement.

Furthermore, according to Article 191(4) of the Companies Law, a shareholder that holds shares in both NCB and Samba can only vote in the EGM of one of the Banks.

The following table sets out the names and shareholdings of the Related Parties and conflicted directors in relation to the Merger as of 15/06/1442H (corresponding to 28/01/2021 G). 35

Direct Ownership in NCB Direct Ownership in Samba Nature of Name Conflict Number of Percentage Number of Percentage (%) Shares (%) Shares Substantial Shareholders in both Banks Substantial Shareholder in both NCB and PIF Samba and have 1,328,839,999 44.29% 458,269,500 22.9% a representative on the board of both Banks Substantial Shareholder in both NCB and PPA Samba and have 160,826,298 5.36% 230,858,532 11.5% a representative on the board of both Banks Substantial Shareholder in both NCB and GOSI Samba and have 155,400,000 5.18% 141,963,820 7.1% a representative on the board of both Banks Conflicted Directors on the board of Samba

a representa- Mr. Yazed tive of PIF on Abdulrahman N/A N/A N/A N/A the board of Al Humaid Samba a representative of PIF on Dr. Ibrahim the board of 150 0.000005% 848 0.00004% Saad Al Mojail Samba and owns shares in NCB

a representa- Mr. Eyad tive of GOSI on Abdulrahman N/A N/A N/A N/A the board of Al Husain Samba

a representa- Mr. Ali Hussain tive of PPA on 14,002 0.00046% 300,000 0.001500% Reda the board of Samba 36

A member of the Dr. Walid Samba Board Sulaiman of Directors and 439,551 0.01465% 560,017 0.02800% Abanumay owns shares in NCB

Conflicted Directors on the board of NCB

Mr. Saeed a representative Mohammed Al of the PIF on the 722,478 0.02408 N/A N/A Ghamdi board of NCB

a representative Mr. Rashid of the PIF on the N/A N/A N/A N/A Ibrahim Sharif board of NCB

a representative Mr. Marshall of the PIF on the N/A N/A N/A N/A Charles Bailey board of NCB

a representative Mr. David of the PIF on the N/A N/A N/A N/A Jeffrey Meek board of NCB

Mr. Saud a representative Sulaiman Al of the PPA on N/A N/A N/A N/A Juhani the board of NCB

a representative of the GOSI on Mr. Anees the board of Ahmed NCB and directly 39,900 0.00133% 157,826 0,00789% Moumina and indirectly owns shares in Samba

*source: NCB and Samba. 37

7. SHAREHOLDINGS AND DEALINGS

1. Samba owns Five million four hundred forty-one thousand and three hundred seventy-three (5,441,373) shares in NCB as of 28/01/2021G. These shares were transferred to Samba pursuant to loans’ settlement with a defaulted debtor. The following table shows the details of Samba dealings in NCB shares during the twelve months prior to the Offer Period (which started on 24/02/1442H (corresponding to 11/10/2020G)) until the date prior to publishing this Circular:

Purchase Sale

Trading Price Trading Price Quantity Total (SAR) Quantity Total (SAR) Date (SAR) Date (SAR)

December 19 6 October 2019 45.2 10,000 452,000.00 49.15 60,000 2,949,000.00 2019 January 5 6 October 2019 45.2 10,000 452,000.00 47.7 2,627 125,307.90 2020 6 October 2019 45.25 10,000 452,500.00 March 4 42.1 20,000 842,000.00 2020 6 October 2019 45.25 10,000 452,500.00 March 9 35.7 30,000 1,071,000.00 6 October 2019 45.25 10,000 452,500.00 2020 March 11 35 10,000 350,000.00 21 October 2019 43.4 10,000 434,000.00 2020 March 12 33.58 45,000 1,510,975.30 1 January 2020 48.6 5,854 284,504.40 2020 March 12 1 January 2020 48.75 20,000 975,000.00 33.6 25,000 840,000.00 2020 5 January 2020 47.7 11,773 561,572.10 March 12 33.65 20,000 673,015.00 2020 5 January 2020 47.7 10,000 477,000.00 March 12 33.75 10,000 337,500.00 2020 5 January 2020 47.65 5,000 238,250.00 March 12 33.88 10,000 338,767.80 13 January 2020 47.85 10,000 478,500.00 2020 March 12 33.7 20,000 674,065.65 13 January 2020 47.9 15,000 718,500.00 2020 March 12 13 January 2020 47.9 15,000 718,500.00 33.8 5,000 169,000.00 2020 March 12 13 January 2020 47.9 10,000 479,000.00 33.81 5,000 169,037.25 2020 19 January 2020 47.45 10,000 474,500.00 March 12 33.95 20,000 679,000.00 2020 19 January 2020 47.4 10,000 474,000.00

19 January 2020 47.4 10,000 474,000.00

19 January 2020 47.45 10,000 474,500.00

23 January 2020 46.75 10,000 467,500.00

23 January 2020 46.7 10,000 467,000.00

26 January 2020 46.8 15,000 702,000.00

26 January 2020 46.7 15,000 700,500.00

1 March 2020 42.7 10,000 427,000.00

1 March 2020 42.7 10,000 427,000.00 38

2. There are no shares in Samba or NCB owned or controlled by a person who entered into an agreement with Samba (or with any person acting based on an agreement with Samba) regarding any arrangement for compensation, option or any arrangement, agreement or understanding, whether official or unofficial, regardless of its nature, which could encourage any person to retain, deal or refrain from dealing in Samba securities. None of the mentioned persons in this clause have dealt in Samba or NCB shares during the Offer Period until the date of publishing this Circular.

3. Samba has not redeemed or purchased any of its shares during the twelve months prior to the Offer Period (which started on 24/02/1442H (corresponding to 11/10/2020G)) until the date prior to publishing this Circular

4. The following table shows the direct and indirect ownership of the members of the Samba Board of Directors and the amount of the controlled shares in Samba and NCB at the end of trading on 15/06/1442H (corresponding to 28/01/2021G) :

Ownership in Samba Ownership in NCB Mem- Repre- Appointment Name Nationality Age Position bership sented Date Status Entity Indirect Per- Indirect Direct Total Direct Total Percentage interest centage interest

Eng. Ammar Saudi 57 Chairman Non-executive - 20/1/2019G 1000 N /A 1000 0.00005% N /A AlKhu- dairy

Mr. Deputy Yazed Al Saudi 38 Non-executive PIF 20/1/2019G N /A N /A N /A Chairman Humaid

Dr. Ibrahim Al Saudi 42 Board member Non-executive PIF 20/1/2019G 848 17,263 18,111 0.00090% 150 1500 1650 000005% Mojail

Mr. Ali Saudi 59 Board member Non-executive PPA 20/1/2019G 300,000 N /A 300,000 0.01500% 14,002 N /A 14,002 0.00046% Reda

Mr. Eyad Saudi 42 Board member Non-executive GOSI 20/1/2019G N /A N /A N /A Al Husain

Mr. Khaled Saudi 64 Board member Independent - 20/1/2019G 2000 N /A 2000 0.00010% N /A Al-Swailm

Mr. Ali AlMan- Saudi 40 Board member Independent - 20/1/2019G N /A N /A N /A sour

Mr. Fahad Al-Mu- Saudi 58 Board member Independent - 20/1/2019G 32,633 N /A 32,633 0.00163% N /A farrij

Mr. Abdullah Saudi 55 Board member Independent - 20/1/2019G 5000 N /A 5000 0.00025% N /A Al-rowais

Dr. Walid Saudi 53 Board member Independent - 20/1/2019G 560,017 211,407 771,424 0.03957% 439,551 N /A 439,551 0.01465% Abanumay

* Resource: Samba and NCB. * Indirect interest includes shares owned by: • Relatives of the Board member. • companies controlled by the Board member. 39

5. Dr. Walid Abanumay the member of the Samba Board of Directors transferred 269,064 shares which he owns directly in Samba to Rawafed Al-Joud Investment Co on 29/09/2019G. Also, a number of 211,408 shares in Samba owned to his relatives had been transferred to Rawafed Al-Joud Investment Co for invest- ments on 09/12/2019G.

6. Except as stated in (5) above, the members of the Samba Board of Directors have not dealt in Samba shares or NCB shares during the twelve months prior to the Offer Period (which started on 24/02/1442H (corresponding to 11/10/2020G)) until the date prior to publishing this Circular.

7. Samba Capital & Investment Management Company, a wholly owned company by Samba, which is licensed by the CMA to engage in securities’ activities, manages investment funds which own shares in Samba and NCB in the amount of (1,468,620) shares in Samba and (1,075,500) shares in NCB as of 28/01/2021G. The following table demonstrates the dealings of the investment funds managed by Samba Capital & Investment Management Company in the shares of Samba and NCB during the Offer Period (which has been started on 24/02/1442H (corresponding to 11/10/2020G)) until the previous day of publishing this Circular:

sale Purchase

Trading date Price (SAR) Amount Total (SAR) Trading date Price (SAR) Amount Total (SAR)

Dealings in Samba shares

16/12/2020 30.01 21,000 630,237.70 13/1/2021 31.30 52,020 1,628,226.00

23/12/2020 30.02 20,000 600,459.55 13/1/2021 31.30 1,398 43,757.40

24/12/2020 30.40 20,000 608,000.00 13/1/2021 31.30 5,780 180,914.00 27/12/2020 30.51 65,000 1,982,965.70 13/1/2021 31.30 932 29,171.60

27/12/2020 30.43 30,000 913,020.00 13/1/2021 31.35 1,864 58,436.40

27/12/2020 30.43 30,000 912,979.70 13/1/2021 31.30 11,560 361,828.00

27/12/2020 30.45 20,000 609,017.40 13/1/2021 31.32 23,120 724,068.50

27/12/2020 30.66 20,000 613,139.75 13/1/2021 31.30 3,262 102,100.60

27/12/2020 30.60 20,000 612,000.00 13/1/2021 31.35 23,120 724,812.00

27/12/2020 30.55 50,000 1,527,709.95 13/1/2021 31.30 1,864 58,343.20 28/12/2020 30.35 10,000 303,500.00 - - - - 28/12/2020 30.45 20,000 609,000.00 28/12/2020 30.35 20,000 607,000.00 28/12/2020 30.45 12,000 365,400.00 28/12/2020 30.45 8,000 243,600.00 29/12/2020 30.30 50,000 1,515,026.45 18/1/2021 31.21 16,880 526,840.50

Dealings in the NCB’s shares

27/12/2020 43.30 20,000 866,000.00 27/12/2020 43.30 18,000 779,400.00 27/12/2020 43.31 18,000 779,590.45 28/12/2020 43.30 70,000 3,031,000.00 13/1/2021 44.55 37,243 1,659,175.65 13/1/2021 44.55 2,175 96,896.25 40

13/1/2021 44.55 1,450 64,597.50 16/12/2020 42.72 18,000 768,926.10 23/12/2020 43.10 18,000 775,800.00 24/12/2020 43.20 18,000 777,600.00 27/12/2020 43.30 30,000 1,299,000.00 27/12/2020 43.30 79,000 3,420,705.00 27/12/2020 43.29 50,000 2,164,290.05 28/12/2020 43.25 20,000 865,000.00 13/1/2021 44.61 18,621 830,677.65 13/1/2021 44.55 27,932 1,244,370.60 13/1/2021 44.65 2,900 129,485.00 13/1/2021 44.60 2,900 129,340.00 13/1/2021 44.55 2,175 96,896.25 13/1/2021 44.55 2,900 129,195.00 13/1/2021 44.55 18,621 829,565.55 13/1/2021 44.56 55,864 2,489,030.50 13/1/2021 44.55 27,932 1,244,370.60

8. Morgan Stanley Saudi Arabia, its subsidiaries and affiliates (together, Morgan Stanly Group) is an international- fi nancial services company that works in the securities’ field, investment management and fortune management. In its ordinary course of business, Morgan Stanly Group, its board members, its executives and employees invest (as a principal or through investment funds which invest as a principal) in companies’ securities, including Samba and NCB. Except the shares owned by Morgan Stanley Saudi Arabia in Samba and NCB on behalf of its clients pursuant to the swap agreements, Morgan Stanley Saudi Arabia Samba does not own any shares in Samba and NCB.

9. Except as stated in this Section, there are no shares in Samba or NCB owned or controlled by any of the following: (1) a subsidiary of Samba; (2) the retirement fund affiliated with Samba or any of its subsidiaries; (3) any of Samba advisors; or (4) any person acting in accordance with an agreement with Samba. None of the mentioned persons in this clause have dealt in Samba or NCB shares during the Offer Period until the date prior to publishing this Circular.

10. Except as stated in this Section, there are no shares in Samba or NCB which are managed on a discretion ary basis by a Connected Fund Manager related to Samba.

11. Except as stated in this Section, none of the Connected Fund Manager related to Samba Group has dealt in the shares of Samba or NCB during the Offer Period and until the previous day of publishing this Circular. 41

8. MATERIAL AGREEMENTS FOR SAMBA

Samba or its subsidiaries have not entered into any material agreement outside the ordinary course of business during period beginning the two years prior to the commencement of the Offer Period reaching or exceeding 10% of Samba annual revenues, in accordance with the financial statements ending on 31/12/2020. Below is a summary of the Merger Agreement entered into between Samba and NCB in relation to the Merger.

8.1. Merger Agreement

On 24/02/1442H (corresponding to 11/10/ 2020G), NCB and Samba entered into the Merger Agreement. This Merger Agreement sets out the terms and conditions of the Merger and NCB’s and Samba’s obligations in relation to the implementation of the Merger. The Merger Agreement contains a number of warranties given by NCB and Samba on a reciprocal basis as well as the restrictions on the conduct of business.

The Merger Agreement is subject to the approvals of NCB Shareholders and Samba shareholders. According to Article 191(4) of the Companies Law, a shareholder that holds shares in both NCB and Samba can only vote on the Merger Resolutions in the EGM of one of the Banks. For further details in relation to voting and the Banks’ EGM, see Section 10 (“Procedures Required for Completion”) of this Circular.

8.1.1. Terms and Conditions of the Merger Agreement

The Merger Agreement contains a number of conditions which are required to be satisfied for Completion. The two Banks have committed to satisfy such conditions as soon as possible and coordinate with each other in order to satisfy these conditions. The two Banks have also agreed that it is not permissible to amend or waive any of these conditions without the written consent of both Banks. These conditions are summarized as follows:

1. obtaining of all required approvals from SAMA with respect to the Merger; 2. obtaining of all required approvals from the CMA with respect to the Merger; 3. obtaining the approval of Tadawul in relation to the listing of the Consideration Shares on Tadawul including any other approvals required from Tadawul with respect to the Merger; 4. obtaining GAC’s non-objection with respect to the Merger or the expiry of the time period for reviewing the economic concentration application by GAC as specified in the Competition Law; 5. obtaining the approval of the MOC, SAMA or CMA (as applicable) in respect of the proposed amendments to NCB bylaws as set out in Annex 2 of this Circular; 6. obtaining all required consents and/or waivers from all relevant parties in connection with Samba’s Euro Medium Term Notes Programme, or such notes being repaid or redeemed in full; 7. approving the Merger Resolutions by the requisite majority of NCB shares represented at the NCB EGM; 8. approving the Merger Resolutions by the requisite majority of Samba shares represented at the Samba EGM; 9. no breach of the warranties provided by either bank pursuant to the Merger Agreement, unless such breach is capable of remedy, where the breach has been remedied to the reasonable satisfaction of the non-breaching party, such warranties are as follows: a) each bank has the authority to enter into the Merger Agreement and execute all obligations arising thereof; 42

b) all obligations arising out of the Merger Agreements are binding on both Banks; c) the execution of the Merger Agreement and fulfilling arising obligations thereof will not result in: 1) a material breach on the bylaws of either Banks; or 2) a material breach to any material agreement or giving a right to a third party to terminate any material agreement to which any of the Banks is a party thereof (pursuant to the definition stipulated in the Merger Agreement), which would have a Material Adverse Event on the Merger or the Exchange Ratio, unless such agreement has been disclosed to the other Bank. 10. the creditor objection period having expired without any objections from the creditors, or in the event that any objection is submitted during this period, all Samba creditor objections (if any) having been withdrawn or addressed in accordance with the Companies Law; 11. no governmental body in the Kingdom (including any governmental authority or semi-governmental entity, legislative or regulatory agency, including the CMA, SAMA and GAC) having issued any resolution, law, instructions, order, ruling, or decree prohibiting the Completion in accordance with the terms of the Merger Agreement; and 12. The non-occurrence of a Material Adverse Event and its continuity.

8.1.2. Restrictions on the Conduct of Business

The Merger Agreement included an obligation on the two Banks to refrain from taking particular actions in breach of specific restrictions stipulated in the Merger Agreement in relation to the method of conducting their business during the period between the date of entering into the Merger Agreement until the Effective Date or the date on which the Merger Agreement is terminated in accordance with its terms and conditions (whichever occurs earlier) without obtaining the consent of the other party, provided that the other party cannot withhold its consent without a reasonable cause.

In the event that one of the two Banks violates any of these restrictions and such violation results in the occurrence of a Material Adverse Event, the other party will then have the right to terminate the Merger Agreement pursuant to a notice to be submitted to the violating party. For further details about the provisions for terminating the Merger Agreement, see Section (8.6)‎ “Termination of the Merger Agreement” of this Circular.

The restrictions related to the conduct of business stipulated in the Merger Agreement require that none of the two Banks and members of their group act, or agree to act, in a way that would violate any of these restrictions, unless this is legally required. We set out below a summary of these restrictions:

a) limiting the business that the bank and members of its group carry out to its ordinary course of business that is substantially consistent with its previous practices, provided that the relevant regulations are not violated in all cases;

b) refrain from making any material amendments or alterations to the general nature or scope of the business of the bank or any of its group members, or conducting any new material activities;

c) in relation to NCB, refrain from acquiring, or disposing of, any loan or loans with a value exceeding SAR 5,000,000,000 (or its equivalent in another currency);

d) in relation to Samba, refrain from acquiring, or disposing of, any loan or loans with a value exceeding SAR 2,500,000,000 (or its equivalent in another currency); 43

e) in relation to NCB, and with the exception of what falls within the ordinary course of business, refrain from acquiring, or disposing of, any material assets or entering into or amending an agreement or incurring any obligation in relation to such assets if that action will result in incurring compensation, expenses or obligations exceeding an amount of SAR 300,000,000 (or equivalent in another currency) in relation to a single asset, or a total amount of SAR 600,000,000 (or its equivalent in another currency) in relation to a group of assets;

f) in relation to Samba, and with the exception of what falls within the ordinary course of business, refrain from acquiring, or disposing of, any material assets or entering into or amending an agreement or incurring any obligation in relation to such assets if that action will result in incurring compensation, expenses or obligations exceeding an amount of SAR 150,000,000 (or equivalent in another currency) in relation to a single asset, or a total amount of SAR 300,000,000 (or its equivalent in another currency) in relation to a number of actions. In all cases, Samba shall refrain from incurring any amount exceeding SAR 25,000,000 in connection with any investment in the information technology of the Samba without the prior approval of NCB, unless this is required under the relevant regulations;

g) in relation to the two Banks (without members of their group), not to declare, make, set aside or pay any dividend or other distributions (whether in cash or in the form of share grants or any other form) for any period, unless this is consistent with (or less than) the change in the net profit of the relevant bank compared to the last similar period in which dividends were distributed based on its interim financial statements or audited financial statements (as the case may be);

h) not to amend the share capital;

i) not to increase or decrease the number of treasury shares or dealing in such shares;

j) not to amend the bylaws (other than as agreed pursuant to the Merger Agreement or as necessary or desirable to comply with applicable law);

k) not to employ new employees (except for the purpose of filling a pre-existing vacancy, and this does not include the CEO position or any position that is directly referenced to the CEO, for which a replacement may not be employed); and

l) not to employ any person whose services have been sought through external advisory firms or labour service providers.

8.1.3. Exceptions to the Conduct of Business Requirements

The two Banks have agreed to determine a number of exceptions to the restrictions on the conduct of business that allow each of the two Banks to carry out specific business and actions without being considered in breach of the restrictions on the conduct of business referred to above, which are as follows: All dealings in respect of the operation of any employee share, including the buy-back of treasury shares for the purposes of any such scheme, the vesting (i.e. transfer) of any of the Banks shares to employees under any such scheme, the award or allocation of any of the Banks shares under any such scheme, and all payments of dividends in respect of any such shares (as permitted by the Merger Agreement), in each case in accordance with applicable laws and the provisions of any such scheme that is in force as at the Merger Agreement date; 44

With respect to NCB, all dealings and expenditure in respect of the establishment, and operation, of NCB’s branch in London, United Kingdom, including (without limitation) (a) entering into the applicable leases; and (b) procuring the construction, development, fit-out and furnishings;

With respect to NCB, all dealing in respect of the merger of, or similar or alternative transaction concerning, AlAhli Takaful Company; and

With respect to Samba, all dealings and expenditure in respect of the establishment, and operation, of the offices and/or branches in Abu Dhabi, the Dubai International Financial Centre (DIFC) and King Abdullah Financial District (KAFD) including (without limitation): (a) entering into the applicable leases; and (b) procuring the construction, development, fit-out and furnishings.

8.1.4. Corporate Governance of the Combined Bank

Subject to the receipt of relevant regulatory and shareholder approvals, the necessary steps will be taken so that the composition of the board of directors of the Combined Bank will be subject to the following changes:

- to increase the Combined Bank board size from nine (9) to eleven (11) members as of the Effective Date; and

- to appoint two (2) members (whom shall be nominated by the current Samba Board of Directors within (30) days prior to the Effective Date) to fill in the two additional board seats following the Effective Date.

As a result of the above changes, it is expected that, following the Effective Date, the composition of the board of the Combined Bank will be as follows:

- the current Substantial Shareholders of NCB and Samba (i.e. PIF, GOSI and PPA) will continue to have a number of members representing them that is equal to their representation on the board of NCB as of the Completion (at present the PIF has 4 representatives, PPA and GOSI each have 1 representative in NCB board);

- two (2) members will be nominated by the current Samba Board of Directors (excluding the representatives of the Substantial Shareholders); and

- the remaining members (currently, three (3) directors) will be from the then current NCB Board of Directors on the Effective Date (excluding the representatives of the Substantial Shareholders).

The two Banks have agreed, within five (5) Business Days following the Effective Date, to take the necessary steps in implementing the following:

- appoint Eng. Ammar A. AlKhudairy (the current chairman of Samba) as chairman of the board of directors of the Combined Bank;

- appoint Mr. Saeed M. Al Ghamdi (the current chairman of NCB) as managing director and group chief executive officer of the Combined Bank.

These changes will only take effect upon the Effective Date. Until then, the current boards and executive management teams of both Banks will continue to lead their respective Banks independently. 45

8.1.5. Termination of the Merger Agreement

The Merger Agreement shall expire with immediate effect and thus all the rights and obligations of the two Banks under the Merger Agreement (with the exception of some rights and obligations that remain binding even after termination of the Merger Agreement, such as confidentiality and dispute resolution) will be terminated in any of the following cases:

1. NCB or Samba provides notice of termination of the Merger Agreement to the other party following breach by the other party of the Merger Agreement where such breach has a Material Adverse Event on the other party. Cases of breach in this context include the following;

a) to breach the obligations under clause (5) of the Merger Agreement which relates to the preparation and submission of required documentation to the CMA to approve the Offer Document and NCB’s capital increase application, as well as the provision of all required information to facilitate the other party in preparing such documents.

b) to breach any restrictions on the conduct of business set out in Section 8.3)(‎‎ of this Circular without the written approval of the other party.

c) to breach any of the warranties which stipulate that all information provided to the other party in connection with the Merger including information that was provided during the course of the due diligence process and information provided for the purpose of preparing the Merger documents, including this Circular, was as at the date as to which it speaks true and accurate (in all material respects); and the warranties which stipulate that neither party has knowingly withheld any information that is material in the context of the Merger save for information which it has redacted at the knowledge of the other party during the due diligence investigation phase.

d) to breach any of the warranties relating to the truthfulness and accuracy of any information (in all material aspects) provided to the other party after the date on which the Merger Agreement was signed including information that was provided for the purpose of preparing the Merger documents, including this Circular.

2. NCB or Samba provides a termination notice to the other Bank in the event that any of the required foreign approvals (which both Banks have agreed as being necessary) specified in the Merger Agreement have been sought but not obtained (and the notifying party is reasonably confident that such approval shall not be obtained before the date of the NCB EGM and the Samba EGM); and the notifying party reasonably believes that the failure to obtain such approval is likely to have a material adverse effect on the Combined Bank;

3. Failing to satisfy any of Merger Agreement conditions or waive any conditions thereof prior to or on the long stop date being on 11/10/ 2021G (unless both Banks agree on another date, in writing);

4. the Effective Date does not occur prior to or on the final long stop date being on 11/10/ 2021G (unless both Banks agree on another date, in writing); or

5. NCB and Samba agree to terminate the Merger Agreement in writing. 46

9. ZAKAT AND TAXES

The Merger might result in Zakat or tax dues on Samba shareholder whether inside or outside the Kingdom. If any shareholder has an inquiry or a question in relation to his/her tax or Zakat statues, such shareholder has to consult a tax advisor who is independent, specialized and licensed by the relevant authorities.

10. PROCEDURES REQUIRED FOR COMPLETION

Subject to satisfying all of the conditions set out in the Merger Agreement, there are main procedures required to be completed for Completion, which are as follow:

10.1. Government Approvals

A number of regulatory approvals must be obtained for the purposes of the Merger, which are as follows:

a) SAMA non-objection on the Merger, the Capital Increase and the proposed amendments to the bylaws of NCB (as stipulated in Annex 2 of this Circular). b) GAC non-objection on the economic concentration with respect to the Merger. c) CMA approval for the Capital Increase request and publication of the Offer Document. d) Tadawul approval for the listing of the Consideration Shares. e) MOC approval for the proposed amendments to NCB bylaws (as set out in Annex 1 of this Circular). f) CMA approval to publish the invitation for the NCB EGM and Samba EGM. The EGM date will be announced on the Tadawul website.

All the government approvals demonstrated above were obtained.

Whereas Samba has a subsidiary in the Islamic Republic of Pakistan, the two Banks applied to obtain the approval of the Central Bank and the Competition Committee of the Islamic Republic of Pakistan in relation to the transfer of ownership of Samba in the subsidiary to the Combined Bank as part of the Merger. The approval of the Competition Committee of the Islamic Republic of Pakistan was obtained in this regard. Additionally, an initial approval of the Central Bank of the Islamic Republic of Pakistan was obtained, and it is expected to obtain the final approval sometime later.

Other regulatory bodies out of the Kingdom will be notified in respect of the change of control over Samba branches or change of ownership as result of the Merger, noting that some of these bodies have the right to reject that change.

10.2. Samba EGM Approval

Completion is conditional upon obtaining separate approvals at the respective EGMs of Samba and NCB, which are as follows: 47

1. obtaining the requisite majority approval of NCB shares represented at the NCB EGM on the Merger Resolutions; and

2. obtaining the requisite majority approval of Samba shares represented at the Samba EGM on the Merger Resolutions.

Samba and NCB will submit an application to the CMA to obtain its approval to convene the NCB EGM and Samba EGM shortly after the publication of this Circular. Following the CMA approval, Samba and NCB will publish the invitation for the respective EGMs, which shall be convened within a maximum period of twenty-eight (28) business days from the date of publishing this Circular (or any other date as agreed between the Banks and approved by the CMA).

All shareholders who appear in the shareholders register of NCB and Samba (as applicable) by the end of trading on the same day of the relevant EGM will be eligible to vote (whether in person or via proxy or through remote/electronic voting). Furthermore, pursuant to Article 191(4) of the Companies Law, a shareholder that holds shares in both NCB and Samba can only vote on Merger Resolutions in the EGM of one of the Banks.

Whilst all shareholders have the right to vote on the resolutions proposed at the Samba EGM to approve the Merger (unless they are restricted due to a conflict of interest or any other restriction imposed by the relevant Saudi laws and regulations), shareholders residing outside of Saudi Arabia are hereby made aware that this Circular was not filed, notified or registered with any regulatory authority outside Saudi Arabia. Therefore, if a shareholder isbasedi n a jurisdiction where voting on the Merger based on this Circular requires any steps to be taken by Samba to lawfully enable such shareholder to vote on the Merger then that shareholder should not vote on the resolutions to be proposed at the Samba EGM. If such shareholder has nevertheless voted on the Merger Resolutions, then Samba reserves the right, after agreeing with NCB, not to proceed with the Merger unless the relevant resolutions are approved by the requisite majorities without counting the vote of that shareholder.

For the avoidance of doubt, if the Merger Resolutions are approved by the requisite number, which is at least three-fourths of the shares present, of Samba shares at the Samba EGM, and the other Merger conditions were met, the Samba shareholders (including those who voted against or did not vote on the Merger Resolutions) will cease to own shares in Samba as it will dissolve and will instead receive the Consideration Shares in the Combined Bank in accordance with the terms of the Merger on Completion.

Samba EGM will be valid if attended by shareholders representing at least half of Samba share capital (whether in person, by proxy or through virtual voting (electronically). If this quorum is not present in the first meeting, an invitation to the second meeting should be sent. The second meeting can be convened after one hour from the end of the designated time for the first meeting (subject to the condition that the invitation to the first meeting should contain this). The second meeting will be valid if attended by shareholders representing at least quarter of the share capital. If the required quorum is not present in the second meeting, Samba will apply to the CMA to obtain its approval to hold a third EGM. Once Samba obtains the CMA approval, Samba will publish the invitation to the EGM which will be convened after a period not less than 21 days from the date of publishing the invitation. The third meeting will be valid regardless of the represented number of shares. the Merger resolutions will be passed if approved by three quarters of the represented shares, whether in person, by proxy or though virtual voting (electronically), in Samba EGM for the Merger. Samba will announce the procedures for attending and voting on the resolutions in the invitation to the Samba EGM for the Merger. 48

10.3. Creditors Objection Period

Following the EGM approval, Samba and NCB will publish the EGM resolutions. The publication shall stipulate the right of any creditors of Samba who are objecting to the Merger to notify Samba by registered letter to Samba’s main office, provided that such notification shall be given within thirty (30) days of the date of publishing the EGM resolutions.

In accordance with the Companies Law, the Merger Resolutions take effect thirty (30) days after they are published provided that no credit objection has been made against the Merger by any of Samba creditors. If any objections are received within the aforesaid period the Merger shall be suspended until the relevant creditor withdraws its objection, Samba pays the relevant debt (if it is due), or either Samba or NCB submits a sufficient guarantee or collateral to pay the debt (if it is not due).

Pursuant to the Merger Agreement, the parties agreed that if an objection is raised by a creditor during the Creditor Objection Period, the Merger will be suspended until:

• the relevant creditor waives the objection; or

• either Samba pays any such creditor the amount due or agrees with such creditors to postpone the payment if such amount is payable on or prior to the end of the Creditor Objection Period or either Samba or NCB provides sufficient guarantee or collateral for the settlement of the amount due if such amount is payable after the end of the Creditor Objection Period, provided that such guarantee or collateral will be binding on NCB after the Effective Date; or

• a court of competent jurisdiction determines to reject an application of the creditor to suspend the Merger.

The two Banks also agreed to coordinate with each other and to take specific measures when dealing with any objection to ensure that they agree on the procedure to be taken with respect to each objection. After the end of the Creditor Objection Period, Samba shall announce the results of such period on Tadawul as follows: a) confirmation that no creditor objections have been received during the Creditor Objection Period (or that such objections were received but were since waived by the creditor(s), satisfied, payment has been postponed, a guarantee has been provided, or, to the extent applicable, that the court has rejected the application of the creditor(s) to suspend the Merger; or

b) setting out the details of the creditor objections received and not satisfied in full as may be agreed between Samba and NCB. In such event, NCB shall also, after completing the settlement of all the objections received, announce such event on the Tadawul website.

10.4. Completion

Following the later of (i) the expiry of the Creditor Objection Period or (ii) the resolution of the creditors objections , the Merger Resolutions will become effective and the assets and liabilities of Samba will be transferred to NCB, and NCB will continue to exist and Samba will cease to exist as a legal entity by operation of law and its shares will be cancelled and the Consideration Shares will be issued to the shareholders of Samba 49

that appear on the share register of Samba immediately after close of trading on the second trading period following the Effective Date. NCB shall issue an announcement on Tadawul confirming that the Merger has become effective.

11. ADDITIONAL INFORMATION

Section (1) (“Risk Factors) of the Offer Document contains a number of risk factors related to the Merger, the intgration of both Banks’ businesses and shares, the Combined Bank and the operational risks, in addition to the risks related to economic and the regulatory environment. As such, this section of the Offer Document should be carefully read before taking any decision to vote on the agenda of Samba EGM for the Merger.

Although this Circular refers to some sections of the Offer Document, members of the Samba Board of Directors, whether individually or collectively, do not take any responsibility towards Samba shareholders in relation to the information provided in the Offer Document. Therefore, members of the Samba Board of Directors, whether individually or collectively, do not provide any assurances or warranties, whether expressed or implied, in relation to the truthfulness, accuracy or completion of the provided information in the Offer Document.

12. EXEMPTION

13. DOCUMENTS AVAILABLE FOR INSPECTION

Samba will provide copies of the following documents for inspection at its headquarter during the ordinary business hours in any business day from the date of publishing this Circular until the end of the Offer Period:

1. Bylaws of Samba and NCB;

2. Audited financial statements of Samba and NCB for the financial years ending on 31/12/2018G and 31/12/2019G in addition to the interim financial statements for both Banks for the period of nine months ending on 30/09/2020G;

3. The Merger agreement; and

4. Letters from the advisors for using their names, logos and statements in this Circular. 50

ANNEX 1 INDEPENDENT ADVICE PROVIDED BY THE FINANCIAL ADVISOR

11th October 2020

Board of Directors SAMBA Financial Group SJSC 6965 King Abdul Aziz Road – AlMalaz District Unit No. 1 Riyadh 12629 - 3046 Kingdom of Saudi Arabia

Members of the Board of Directors:

Further to the announcement of a framework agreement between Samba Financial Group SJSC (“Samba” or the “Company”) and National Commercial Bank SJSC (“NCB” or the “Offeror”, and Samba and NCB together, the “Parties”) on 25 June 2020, we understand that the Parties have entered into a merger agreement dated 11 th October 2020 (the “ Merger Agreement”), which provides, among other things, for the commencement by NCB of an Offer (the “Offer”) for all outstanding issued ordinary shares in the Company (the “Company Shares”) in exchange for 1,478,000,000 newly issued ordinary shares of the Offeror (the “Transaction”). This equates to 0.739 ordinary shares of the Offeror for each Company Share (the “Exchange Ratio”).

Following completion of the Offer, the shareholders of Samba (who appear in the shareholder register of Samba at the end of the second trading day following the completion of the Transaction) will together own 32.6% of the enlarged share capital of NCB. The Transaction will be completed in accordance with the applicable rules and regulations of Saudi Arabia (including the Merger and Acquisition Regulations issued by the Board of the Capital Market Authority (CMA)) and the Companies Regulations issued under Royal Decree M/36, dated 28/1/1437H as amended since then to the date of this opinion).

You have asked for our opinion, as independent financial advisor, as to whether the Exchange Ratio is fair from a financial point of view to the Company.

For purposes of the opinion set forth herein, we have:

(a) reviewed certain publicly available financial statements and other business and financial information of the Company and the Offeror, respectively (“Public Information”);

(b) reviewed certain internal financial statements and other financial and operating data concerning the Company and the Offeror, respectively;

(c)reviewed certain financial projections prepared by the managements of the Company and the Offeror, respectively;

(d) reviewed information relating to certain strategic, financial and operational benefits anticipated from the Transaction; 51

(e) discussed the past and current operations and financial condition and the prospects of the Company, including information relating to certain strategic, financial and operational benefits anticipated from the Transaction, with senior executives of the Company;

(f) discussed the past and current operations and financial condition and the prospects of the Offeror, including information relating to certain strategic, financial and operational benefits anticipated from the Transaction, with senior executives of the Offeror;

(g) reviewed the pro forma impact of the Transaction on the Offeror’s earnings per share, consolidated capitalization and financial ratios;

(h) reviewed the reported prices and trading activity for the Company Shares and the Offeror’s shares;

(i) compared the financial performance of the Company and the Offeror and the prices and trading activity of the Company Shares and the Offeror’s shares with that of certain other publicly-traded companies comparable with the Company and the Offeror, respectively, and their securities;

(j) reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

(k) participated in certain discussions and negotiations among representatives of the Company and the Offeror and their financial and legal advisors;

(l) reviewed, on a non-reliance basis, the financial, tax, human resources, IT and legal due diligence reports prepared by the Company’s due diligence advisors (the “Reports”);

(m) reviewed the synergies, deal logic and integration report prepared by the Company’s advisor;

(n) reviewed, for information purposes only, the Merger Agreement and certain related documents; and

(o) reviewed such other information and considered such other factors as we have deemed appropriate. In forming our opinion, we have also taken into account and relied upon (in each case without independent verification):

(a) the accuracy and completeness of the Public Information available or supplied or otherwise made available to us by the Company and the Offeror and assumed the accuracy and completeness of the Reports, which, in each case, have formed a substantial basis for this opinion;

(b) the financial projections, including information relating to certain strategic, financial and operational benefits anticipated from the Transaction, in relation to which we have assumed that such projections, strategic, financial and operational benefits anticipated have been reasonably prepared on bases -re flecting the best currently available estimates and judgments of the respective managements of the Company and the Offeror of the future financial performance of the Company and the Offeror;

(c) that the Transaction will be consummated in accordance with the terms set forth in the Merger Agree- ment without any waiver, amendment or delay of any terms or conditions. Morgan Stanley Saudi Ara- bia has assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Transaction, no delays, limitations, conditions 52

or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Transaction; and

(d) the fact that the Company has taken its own legal, tax, regulatory or actuarial advice. We are financial advisors only and have relied upon, without independent verification, the assessment by the Company of its legal, tax, regulatory or actuarial advisors with respect to legal, tax, regulatory or actuarial matters. Further, for the purpose of our analysis, we have not made any independent valuation or appraisal of the assets or liabilities, nor have we been furnished with any such appraisals.

We express no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or any class of such persons, relative to the consideration to be paid to the holders of the Company Shares in the Transaction.

Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof may affect this opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this opinion.

In arriving at our opinion, we were not authorized to solicit, and did not solicit, interest from any party with respect to the acquisition, business combination or other extraordinary transaction, involving the Company, nor did we negotiate with any party, other than the Offeror, which expressed interest to Morgan Stanley Saudi Arabia in the possible acquisition of the Company or certain of its constituent businesses.

We have acted as independent financial advisors to the Board of Directors of the Company in connection with the Transaction and will receive a fee for our services, which is contingent upon the closing of the Trans- action. Morgan Stanley Saudi Arabia may also seek to provide financial advisory and financing services to the Offeror and the Company in the future and expects to receive fees for the rendering of these services. Please note that Morgan Stanley Saudi Arabia is a subsidiary of Morgan Stanley, a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Our securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment management, banking, financing and financial advisory services. Morgan Stanley Saudi Arabia, its affiliates, directors and- of ficers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of the Offeror, the Company or any other company or any currency or commodity that may be involved in this transaction or any related derivative instrument.

This opinion has been approved by a committee of Morgan Stanley investment banking and other profes- sionals in accordance with our customary practice. This opinion is for the benefit of the Board of Directors of the Company in connection with and for the purposes of its evaluation of the Transaction only and may not be used for any other purpose without our prior written consent, except that a copy of this opinion may be included in its entirety in any filing the Company is required to make with the CMA in connection with this Transaction if such inclusion is required by applicable law. In addition, we have given, and not withdrawn, our consent to the inclusion of this opinion in the shareholder circular to be published by the Company in connection with the Transaction, subject to our prior review and approval of its terms, but it may not otherwise be disclosed publicly in any manner without our prior written approval. This opinion is not addressed to and may not be relied upon by any third party including, without limitation, employees, creditors or sharehold- 53

ers of the Company. In addition, this opinion does not in any manner address the prices at which the Offeror’s shares will trade following consummation of the Transaction and Morgan Stanley Saudi Arabia expresses no opinion or recommendation as to how the shareholders of the Offeror and the Company should vote at the shareholders’ meetings to be held in connection with the Transaction.

It is understood that the views set forth in this letter are within the scope of, and provided on and subject to, the engagement letter executed on 20 July 2020 and the associated letter of indemnity executed on 29 June 2020 between Morgan Stanley Saudi Arabia and the Company.

We have taken the facts, events, circumstances, assumptions and qualifications set forth in this opinion into account when determining the meaning of “fairness” for the purposes of this opinion. For the purposes of our opinion, we have not considered the circumstances of individual shareholders.

Based on and subject to the foregoing, we are of the opinion on the date hereof that the Exchange Ratio is fair from a financial point of view to the Company.

This opinion has been prepared in Arabic and should only be referred to or relied upon in the Arabic language only. Any translation made for this opinion shall be for convenience and reference purposes only. The English translation of this opinion shall have no legal effect and we do not guarantee the accuracy or completeness of such translation. In the event of any consistency or conflict between the Arabic text and the English text of this opinion, the Arabic text shall prevail.

Yours faithfully,

MORGAN STANLEY SAUDI ARABIA

By:

------Motaz Alangari Executive Director Head of Investment Banking KSA 54

ANNEX 2 NCB BYLAWS AMENDMENTS IN CONNECTION WITH THE MERGER 33

Article 1 of the bylaws will be amended as follows: 1. The Saudi National Bank is a Saudi joint stock Company, incorporated in accordance with the provisions of the Companies Law and its Implementing Rules and Regulations, the Banking Control Law and its Implementing Rules and Regulations, and pursuant to the provisions of these Bylaws. 2. Samba Financial Group, with commercial registration number 1010035319 dated 6/2/1401H (corresponding to 13/12/1980G) (“Samba Group”) merged into the Company, and all the rights, movable and immovable assets, and obligations of Samba Group were transferred to the Company. The Company is the successor to Samba Group in all of the above.

Article 2 of the bylaws will be amended as follows: The Company’s name is (Saudi National Bank), a listed joint stock Company.

Article 3 of the bylaws will be amended as follows: • Board of Directors or Board: The Board of Directors of the Saudi National Bank • The Bank: the Saudi National Bank • Company: the Saudi National Bank • SAMA: The Saudi Central Bank • Authority: The Capital Market Authority. • Member: Any duly appointed member of the Board of Directors of the Saudi National Bank • Bylaws: The Bylaws of the Saudi National Bank as approved by the Extraordinary General Assembly. • Person: Any natural or juristic person. • Modern Technological Means: All means of communication, by which their purpose are realized by the knowledge of the notified person, including but without being limited to, (electronic mails, mobile text messages, personal electronic account with the Bank, etc….). • Capital Market Law: The Capital Market Law, promulgated by virtue of the Royal Decree No. (M/30), dated 02/06/1424 H., its Implementing Rules and Regulations and any of its subsequent amendments. • Banking Control Law: The Banking Control Law, promulgated by virtue of the Royal Decree No. (M/5), dated 22/02/1386 H., its Implementing Rules and Regulations and any of its subsequent amendments. • Shareholder: The owner of any share of the Company’s issued shares. • Companies Law: The Companies Law promulgated by virtue of the Royal Decree No. (M/3), dated 28/01/1437 H., its issued Implementing Rules and Regulations or any of its subsequent amendments. • Laws: All applicable laws and regulations in the Kingdom of Saudi Arabia issued by the competent authorities, as amended from time to time.

Article 6 of the bylaws will be amended as follows: The Company’s head office shall be in the City of Riyadh. However, under a resolution by the Extraordinary General Assembly, the Company may move its head office to any other place in the Kingdom. The Company may open branches and offices and appoint agents therefor, within and outside the Kingdom, after obtaining the approval of SAMA and having a resolution passed by the Board of Directors, with due consideration to the laws and regulations in force in the Kingdom in that regard.

33- Note: NCB intends to implement a number of general amendments (non-Merger related) to its bylaws which will be voted on in NCB’s Merger EGM. It should be noted that certain amendments thereunder are already reflected under this annex. For more information about the nature of such amendments, please see NCB’s Merger EGM agenda published on the website of the Saudi Stock Exchange (Tadawul). 55

Article 8 of the bylaws will be amended as follows: The Company’s capital is at Forty-Four Billion and Seven Hundred and Eighty Million Saudi Riyals (SAR 44,780,000,000), divided into Four Billion and Four Hundred Seventy-Eight Million (SAR 4,478,000,000) ordinary shares of equal value, with a nominal value of Ten Saudi Riyals (SAR 10) each, fully paid-up, and such shares vest equal rights and obligations in all the Shareholders.

Article 16 of the bylaws will be amended as follows: The Company shall be managed by a Board of Directors consisting of eleven (11) Members to be elected by the Ordinary General Assembly – upon obtaining the prior non-objection from SAMA - for a period of three (3) years by applying the cumulative voting method. A Member whose term of office expires may be re-elected.

Article 19 (1) of the bylaws will be amended as follows: 1- If the position of one of the Members of the Board of Directors becomes vacant, then the Board shall appoint a Member in such vacant position, after obtaining a letter of non-objection from the SAMA, provided that such Member shall meet the experience and efficiency conditions. The Ministry of Com- merce and the Authority shall be notified accordingly in accordance with the times set by each body, and that such appointment shall be brought before the Ordinary General Assembly in its first meeting in order to approve such appointment. The new Member shall complete the term of his predecessor.

Article 24 (2) (a) of the bylaws will be amended as follows: 2- Quorum of the meeting of the Board of Directors: a) A meeting of the Board of Directors shall be valid only if attended by at least six (6) Members, whether in person or by proxy.