AHLI United Bank

IMPORTANT NOTICE

NOT FOR DISTRIBUTION: (A) IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED BELOW); OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

IMPORTANT:  You must read the following disclaimer before continuing.  The following disclaimer applies to the attached consent solicitation memorandum (the "Consent Solicitation Memorandum"), whether received by email or otherwise received as a result of an electronic communication and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Consent Solicitation Memorandum.  By accessing, reading or making any other use of the Consent Solicitation Memorandum or by accepting the email or electronic communication to which the Consent Solicitation Memorandum was attached, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Ahli United Perpetual Sukuk Ltd. (the "Trustee"), Ahli United Bank K.S.C.P. (the "Bank"), Citigroup Global Markets Limited, KFH Capital Investment Company K.S.C.C. and Standard Chartered Bank (together, the "Solicitation Agents") or D.F. King Ltd. (the "Information and Tabulation Agent") as a result of such acceptance, reading, access or any other use.  Capitalised terms used but not otherwise defined in this disclaimer shall have the meanings given to them in the Consent Solicitation Memorandum.

The Consent Solicitation Memorandum is addressed only to holders (the "Certificateholders") of the outstanding U.S.$600,000,000 Tier 1 Capital (the "Certificates"), issued by the Trustee, constituted by the declaration of trust dated 17 June 2021 (the "Declaration of Trust"), who are persons to whom it may otherwise be lawful to distribute it and solicit consents from under applicable laws and regulations ("relevant persons"). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Consent Solicitation Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons.

NOTHING IN THE CONSENT SOLICITATION MEMORANDUM OR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE CERTIFICATES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE CERTIFICATES MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE CONSENT SOLICITATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE CONSENT SOLICITATION MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF APPLICABLE LAWS. IF YOU HAVE NOT PROVIDED THE 'CONFIRMATION OF YOUR REPRESENTATION' DESCRIBED BELOW, OR HAVE GAINED ACCESS TO THE CONSENT SOLICITATION MEMORANDUM CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED TO PARTICIPATE IN THE CONSENT SOLICITATION DESCRIBED IN THE CONSENT SOLICITATION MEMORANDUM.

Confirmation of your representation: By receiving or accessing the Consent Solicitation Memorandum you shall be deemed to have represented to the Trustee, Citibank, N.A., London Branch (the "Delegate"), the Bank, the Solicitation Agents and the Information and Tabulation Agent that:

1. you are a holder or a beneficial owner of the Certificates;
2. the electronic mail address that you have given to us and to which the Consent Solicitation Memorandum has been delivered is not located in the United States;
3. you are a person to whom it is lawful to send the Consent Solicitation Memorandum or to solicit consents under the consent solicitation described in the Consent Solicitation Memorandum under all applicable laws;
4. you are not, and you are not acting for the account or benefit of, a U.S. Person (as defined in Regulation S of the Securities Act);
5. you shall not pass on the Consent Solicitation Memorandum to third parties or otherwise make the Consent Solicitation Memorandum publicly available;
6. you are not a person or entity (a "Person"): (a) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons List" (which as at the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the Foreign Sanctions Evaders List (which as at the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (iii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as at the date hereof can be found at: https://webgate.ec.europa.eu/fsd/fsf/public/files/pdfFullSanctionsList/content?token=dG9rZW4tMjAxNw); or (b) that is otherwise the subject of any sanctions administered or enforced by (i) the United States government; (ii) the United Nations; (iii) the European Union (or any of its member states); (iv) the United Kingdom; (v) any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; or (vi) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and His Majesty's Treasury;
7. you consent to delivery of the Consent Solicitation Memorandum to you by electronic transmission; and
8. you have understood and agreed to the terms set forth in this disclaimer.

The Consent Solicitation Memorandum has been sent or otherwise made available to you in an electronic form.  You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Trustee, the Bank, the Solicitation Agents, the Information and Tabulation Agent, the Delegate or any person who controls, or any director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Consent Solicitation Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information and Tabulation Agent.

The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the consent solicitation. If any Certificateholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its appropriately authorised stockbroker, bank manager, solicitor, accountant and/or independent financial adviser. Any individual or company whose Certificates are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the consent solicitation.

The communication of the Consent Solicitation Memorandum by the Trustee and the Bank and any other documents or materials relating to the consent solicitation is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended, the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. Such documents and/or materials are only directed at and may only be communicated to (1) any person within Article 43(2) or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, which includes a creditor or member of the Trustee, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated in circumstances where section 21(1) of the FSMA does not apply.

You are otherwise reminded that the Consent Solicitation Memorandum has been sent to you on the basis that you are a person into whose possession the Consent Solicitation Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorised to, deliver the Consent Solicitation Memorandum to any other person.

Any materials relating to the consent solicitation do not constitute, and may not be used in connection with, any form of solicitation in any place where such solicitations are not permitted by law.  If a jurisdiction requires that the consent solicitation be made by a licensed broker or dealer and any of the Solicitation Agents or any of their affiliates is such a licensed broker or dealer in that jurisdiction, consent solicitation shall be deemed to be made by the Solicitation Agents or such affiliate, as the case may be, on behalf of the Trustee in such jurisdiction.

The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession the Consent Solicitation Memorandum comes are required by the Trustee, the Bank, the Solicitation Agents, and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions.