Further to the announcements made by SABB and Alawwal bank on 24/01/1440H (corresponding to 04/10/2018G) (the "Transaction Announcement") in relation to the entry into a binding merger agreement (the "Agreement") under which the two banks agreed to take the necessary steps to implement a merger by way of a statutory merger pursuant to Articles 191-193 of the Companies Law and Article 49(a)(1) of the Merger and Acquisition Regulations (the "Transaction"), and based on Article 17(e) of the Merger and Acquisition Regulations relating to the publication of a firm intention announcement, and since the conditions for publishing a firm intention announcement pursuant to the Agreement have been satisfied, SABB hereby announces its firm intention to proceed with the Transaction in accordance with the terms and steps included in the Transaction Announcement.

2. STRUCTURE OF THE TRANSACTION AND ITS TERMS AND CONDITIONS

Please refer to the Transaction Announcement for information on (i) the structure of the Transaction and its terms including the agreed exchange ratio; (ii) the steps and conditions of the Transaction including the required regulatory approvals; (iii) related parties in relation to the Transaction; and (iv) other details relating to the Transaction. The Transaction Announcement can be accessed through the following link:

https://www.tadawul.com.sa/Resources/fsPdf/1347_343_2018-10-04_08-42-40_en.pdf

3. CONFIRMATIONS

Based on the requirements of the Merger and Acquisition Regulations, SABB confirms the following:

(i) that no person is acting in concert with SABB in relation to the Transaction;

(ii) that SABB does not own any shares in Alawwal bank nor does it own options to purchase such shares;

(iii) that SABB has not received to date any irrevocable undertakings from any party to vote in favour of the Transaction at the relevant general assembly;

(iv) that there are no indemnity arrangements in relation to Alawwal bank shares involving SABB, Alawwal bank or any person acting in concert with Alawwal bank;

(v) that there are no break-up fees applicable to the Transaction; and

(vi) that SABB’s financial adviser (Goldman Sachs Saudi Arabia) does not need to confirm that SABB has sufficient resources to satisfy the completion of the Transaction given that the consideration payable by SABB for the Transaction does not include cash consideration.

4. STATUS OF THE TRANSACTION AND NEXT STEPS

SABB and Alawwal bank continue to work on satisfying the conditions required to complete the Transaction, including obtaining the relevant regulatory approvals. Completion of the Transaction is not yet certain and remains subject to all conditions referred to in the Transaction Announcement.

In terms of the regulatory approvals required to complete the Transaction, SABB would like to note that, as of the date of this announcement, it has received SAMA’s no objection in respect of the Transaction, and that SABB will continue to work with Alawwal bank to obtain the remaining regulatory approvals.

Once all relevant regulatory approvals have been obtained, SABB will publish to its shareholders a circular in respect of the Transaction and the associated capital increase, which will contain full details about the Transaction. SABB will concurrently publish the offer document to the shareholders of Alawwal bank which will set out the relevant details about the Transaction. Alawwal bank’s board will also issue a circular addressed to its shareholders setting out the views of its board of directors on the Transaction. Both banks will thereafter call for their respective extraordinary general assemblies to vote on the Transaction.

As indicated in the Transaction Announcement, SABB still expects that the Transaction will complete during the first half of 2019.

SABB will make further announcements as and when material developments occur in relation to the Transaction.