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Base Prospectus BASE PROSPECTUS BANK MUSCAT (SAOG) (Incorporated with limited liability in the Sultanate of Oman) U.S.$2,000,000,000 Euro Medium Term Note Programme Under the U.S.$2,000,000,000 Euro Medium Term Note Programme (the “Programme”) described in this base prospectus (the “Base Prospectus”), Bank Muscat (SAOG) (the “Issuer”, the “Bank” or “Bank Muscat”) may from time to time issue Notes (the “Notes”) denominated in any currency agreed by the Issuer and the relevant Dealer(s). Any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein. This Base Prospectus has been approved by the Central Bank of Ireland (“CBI”), as competent authority under Directive 2003/71/EC (as amended or superseded) (the “Prospectus Directive”). The CBI only approves this Base Prospectus as meeting the requirements imposed under Irish and European Union (“EU”) law pursuant to the Prospectus Directive. Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2014/65/EU in the European Economic Area (“EEA”) (the “Markets in Financial Instruments Directive” or “MiFID II”) and/or which are to be offered to the public in any Member State of the EEA. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) for Notes issued under the Programme to be admitted to the official list of Euronext Dublin (the “Official List”) and to trading on its regulated market (the “Regulated Market”). The Regulated Market is a regulated market for the purposes of MiFID II. References in this Base Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to the Official List and to trading on the Regulated Market. This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). References in this Base Prospectus to “Exempt Notes” are to Notes for which no prospectus is required to be published under the Prospectus Directive. The CBI has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will (other than in the case of Exempt Notes, as defined above) be set out in a final terms document (the “Final Terms”) which will be filed with the CBI. Copies of Final Terms in relation to Notes to be listed on Euronext Dublin will also be published on the website of Euronext Dublin (www.ise.ie). In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement document (the “Pricing Supplement”). The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or quotation systems as may be agreed with Bank Muscat. The Issuer has been assigned a long-term rating of Ba1 with negative outlook and a short-term rating of Prime-3 by Moody’s Investors Service Cyprus Limited (“Moody’s”), a long-term rating of BB with stable outlook and a short-term rating of B by Standard & Poor’s Rating Services (“Standard & Poor’s”) and a long-term rating of BB+ with stable outlook and a short-term rating of F3 by Fitch Ratings Limited (“Fitch”). Each of Moody’s and Fitch is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”). As such, each of Moody’s and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority (“ESMA”) on its website (at http://www.esma.europa.eu/page/List-registered- and-certified-CRAs) in accordance with the CRA Regulation. S&P is not established in the EEA but the ratings it has assigned to each of the Sultanate of Oman and Bank Muscat are endorsed by Standard & Poor’s Credit Market Services Europe Limited, which is a rating agency established in the EEA and registered under the CRA Regulation by the relevant competent authority as set out within the list of registered CRAs. Notes issued under the Programme may be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms (or Pricing Supplement, in the case of Exempt Notes) and will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Programme Arranger and Dealer HSBC Dealers ANZ Barclays BofA Merrill Lynch Citigroup Commerzbank Crédit Agricole CIB Deutsche Bank Emirates NBD Capital First Abu Dhabi Bank Mizuho Securities MUFG Société Générale Corporate & Investment Banking Standard Chartered Bank 1 April 2019 This Base Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes issued under the Programme for the purposes of Article 5.4 of the Prospectus Directive. When used in this Base Prospectus, Prospectus Directive means Directive 2003/71/EC (as amended or superseded). The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. The Issuer declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer accepts responsibility for the information contained in the section entitled “Description of Bank Muscat (SAOG)”. Where information in this section has been extracted from a third party source, the Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by such third party sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. i IMPORTANT NOTICES This Base Prospectus should be read and construed together with any supplement to the Base Prospectus and with any other documents incorporated by reference herein and, in relation to any Tranche (as defined herein) of Notes, which is the subject of any Final Terms (or Pricing Supplement, in the case of Exempt Notes) (both as defined herein), should be read and construed together with the relevant Final Terms or Pricing Supplement, in the case of Exempt Notes. The Issuer has confirmed to the Dealers named under “Subscription and Sale” below that this Base Prospectus (including for this purpose, each relevant Final Terms or, in the case of Exempt Notes, Pricing Supplement) contains all information which is material (in the context of the Programme, the issue, offering and sale of the Notes); that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in any material respect; that this Base Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme, the issue, offering and sale of the Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the foregoing. No person has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer or any Dealer. No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts any responsibility (i) as to the accuracy or completeness of the information contained in this Base Prospectus or (ii) for any acts or omissions of the Issuer or any other person in connection with the Issuer, the Base Prospectus, the Programme or the issue or offering of any Notes thereunder. Neither the delivery of this Base Prospectus or any Final Terms (or Pricing Supplement, in the case of Exempt Notes) nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer since the date thereof or, if later, the date upon which this Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.
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