Ahli United Perpetual Sukuk Ltd - Consent Solicitation - Results

AHLI UNITED PERPETUAL SUKUK LTD. ANNOUNCES RESULTS OF CONSENT SOLICITATION

22 SEPTEMBER 2023

Full announcement including disclaimers and offer restrictions available via Euronext

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"Result of Meeting

The Meeting to consider the Proposal and, if thought fit, pass the Extraordinary Resolution was held earlier today and was quorate, the Eligibility Condition was satisfied and the Extraordinary Resolution was duly passed. Votes were received from Certificateholders holding or representing 77.1385 per cent. of the aggregate face amount of outstanding Certificates and of such votes, 100 per cent. were in favour of the Extraordinary Resolution being passed.

The Trustee expects to pay any applicable Early Consent Fee, on or before 29 September 2023.

The Extraordinary Resolution is going to be implemented, and the Amendment Agreements giving effect to the change of obligor from the Bank to KFH are going to be entered into, on the Implementation Date after the Kuwait Extraordinary Resolution has been passed, the CMA's consent to the Merger has been received and the Merger has become effective, as further described in the Consent Solicitation Memorandum."

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AHLI UNITED PERPETUAL SUKUK LTD. ANNOUNCES CONSENT SOLICITATION to eligible holders of its outstanding U.S.$600,000,000 Tier 1 Capital Certificates (the "Certificates")

31 AUGUST 2023

Full announcement including disclaimers and offer restrictions available via Euronext

"The Trustee invites holders of the Certificates (the "Certificateholders") to consent to certain modifications of the terms and conditions of the Certificates (the "Conditions") and the documents relating to the Certificates in connection with the proposed merger of Ahli United Bank K.S.C.P. (the "Bank") with Kuwait Finance House K.S.C.P. ("KFH") and KFH becoming the obligor in respect of the Certificates by approving and implementing an extraordinary resolution of the Certificateholders (the "Extraordinary Resolution"), all as further described in the consent solicitation memorandum dated 31 August 2023 (the "Consent Solicitation Memorandum" and such invitation in respect of Certificates, the "Consent Solicitation"). Capitalised terms used in this notice and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.

Background to the Consent Solicitation

The Bank's direct majority shareholder is Ahli United Bank B.S.C. ("AUBB"). On 2 October 2022, KFH completed its acquisition of 100 per cent. of the issued shares of AUBB through a conditional tender offer by way of share swap. As a result of the acquisition and a subsequent mandatory tender offer conducted by KFH on 18 May 2023, KFH currently holds 95.064 per cent. of the issued share capital of the Bank (excluding treasury shares).

On 30 July 2023, KFH entered into an initial agreement regarding a merger by amalgamation between KFH and the Bank (the "Merger"). As part of the Merger, it is proposed that the Bank will merge into KFH and that KFH will be the surviving entity.

The Trustee is undertaking the Consent Solicitation to receive confirmation from Certificateholders that they support the Merger and thereby to remove any unforeseen legal uncertainties for existing stakeholders, including the Certificateholders."

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