OQ Base Industries (SFZ) SAOG announces its Intention to Float on the Muscat Stock Exchange

• Upon regulatory approval, the intended listing would provide investors with the opportunity to invest in Oman’s only production company of methanol, ammonia, and LPG products.
• The subscription period is expected to commence in November 2024, on receipt of required approvals from the Financial Services Authority (“FSA”) of the Sultanate of Oman.
• The listing of OQBI on the MSX is expected to take place in December 2024.

Salalah, Oman: OQ Base Industries (SFZ)”) SAOG (under transformation) (“OQBI” or the “Company”), Oman’s only integrated producer of methanol, ammonia, and LPG products, today announces its intention to proceed with an initial public offering (the “IPO” or the “Offering”) and to list its ordinary shares (the “Shares”) for trading on the Muscat Stock Exchange (“MSX”). The proposed Offering is a step towards diversifying the Company’s shareholder base, broadening the Company’s network and visibility among key stakeholders and providing liquidity for shareholders.

Bank Dhofar SAOG, Bank Muscat SAOG, and Morgan Stanley & Co. International plc have been appointed as joint global coordinators (the “Joint Global Coordinators” or “JGCs”) with each of Bank Dhofar SAOG and Bank Muscat SAOG also appointed as issue managers. In addition, Kamco Investment Company K.S.C.P. and BSF Capital have been appointed as Joint Bookrunners.

The Offering provides investors exposure to the Sultanate’s only integrated producer of methanol, ammonia, and LPG products (which comprise propane, butane, condensate and cooking gas). The Company has strong fundamentals and a demonstrated track record of successful implementation of expansion. The Company is active throughout the natural gas value chain, operating three advanced plants with a combined nameplate production capacity of 1,816 ktpa. OQBI is in a unique position, as it operates in the tax-exempt Salalah Free Zone in the south of Oman, close to Oman’s largest port, Port of Salalah, acting as a gateway to markets across Europe, MENA, and wider Asia. The Company has a differentiated beneficial structure for investors, currently being a 100% government owned entity.

OQBI benefits from Oman’s fundamental and strategic advantages, including (i) its location in a province with direct access to global shipping routes and logistics hubs; (ii) a stable and robust industry environment for methanol, ammonia, and LPG products, with growing demand, which has attracted many international investors; (iii) the Company is situated in an attractive investment jurisdiction and being strategically located within the Salalah Free Zone.

The combination of integrated operations, a diversified product portfolio, an attractive quartile cost position, operational excellence and cost discipline has enabled OQBI to achieve robust revenues and profitability across the periods under review. For the year ended 31 December 2023, the Company’s revenue was US$510 million, and its Adjusted EBITDA margin was 43.1 per cent.

Commenting on the ITF, Ashraf Hamed Al Mamari, Group CEO of OQ, noted:

“We are pleased to announce the upcoming public offering for OQ Base Industries, one of our key subsidiaries. This follows the success of three previous offerings, which drew high interest from investors. The strong demand has been fuelled by our solid financial performance, operational strength, and attractive dividend policy. This strategic step reflects our commitment to growth and ongoing investment in the energy sector.”

Eng. Ali Mohammed Al Lawati, Chairman at OQ Base Industries, emphasised:

“The offering up to 49% of the company’s shares to the public is a pivotal step, advancing OQ’s growth and aligning with its ambitions to expand its product reach to global markets. He added that this move strengthens governance and transparency within the company.”

He further highlighted the importance of this moment for OQ Base Industries stating that: “it reflects the dedicated efforts of all employees and the strategic value the company holds. The offering opens doors for local, regional, and international investors to invest in a major Omani asset with considerable growth potential in the global market.”

Eng. Khalid Khalfan Al Asmi, Chief Executive Officer at OQ Base Industries, stated:

"We’re pleased to announce OQ Base Industries' intention to go public. This milestone is a testament to our employee’s dedication and the trust we’ve earned from clients and partners. Oman’s strategic location has been a key strength, supporting our competitive business model and increasing the global appeal of our products."

KEY DETAILS OF THE OFFERING

OQ SAOC (“OQ”) owns  100% of the capital of OQBI directly and through its subsidiaries, Takamul Investment Company LLC and OQ Salalah Industries Company SAOC, (together, the “Selling Shareholders”, and each a “Selling Shareholder”) and the Selling Shareholders expect to sell up to 49% of the total issued share capital of OQBI, with the Company and OQ retaining the right to amend the size of the Offering at any time before the end of the subscription period at their sole discretion, subject to applicable laws and the approval of the FSA.

All the shares being sold by the Selling Shareholders are existing ordinary shares and the Company will not receive any proceeds from the sale of the shares in the Offering, all of which will be paid to the Selling Shareholders. The Offering expenses will be paid by the Selling Shareholders.

The Offering is being offered: (i) in Oman in accordance with Omani laws (including the SAOG Executive Regulations); and (ii) outside the United States to certain institutional investors in reliance on Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Further information on the eligibility requirements for participation in the Offering will be available in the Offering Document upon its publication.

The subscription period for Category I and Category II investors is expected to commence in November 2024, after receiving the required approval from the FSA. Admission of the Shares on the MSX is expected in December 2024 (“Listing”).

The Shariah Supervisory Board (“SSB”) of Dhofar Islamic in the capacity of Shariah Advisor of the issuance has issued a pronouncement confirming that, in its view, based on the circumstances as at the date of this pronouncement, the Offering is Sharia compliant.

Details of the Offering, the Category I Offer and the Category II Offer (including large retail and small retail thresholds) will be included in the Offering Document which is expected to be published by the Company prior to start of the subscription period. The completion of the Offering and Listing of the shares to trading on the MSX is expected in December 2024, subject to market conditions and obtaining relevant regulatory approvals in Oman, including approval of the Listing.

The shares held by the Selling Shareholder following completion of the Offering shall be subject to a lockup which starts on the date of Listing and ends 180 calendar days thereafter, subject to customary exceptions and waiver by the Joint Global Coordinators. The Company will also be subject to a lock-up starting on the date of the Listing and ending 180 calendar days thereafter.

Dividend Policy

• The Company intends to pay dividends twice each fiscal year after the Offering.
• The Company intends to maintain a robust dividend policy designed to return to Shareholders substantially all of its distributable free cash flow after providing for growth opportunities and subject to credit rating considerations.
• The Company expects to pay a dividend of OMR 32.7 million (~ US$85 million) for the fiscal year 2024.
• The Company expects to pay the first dividend distribution of approximately OMR 24.5 million (US ~$63.6 million) for the first nine months of 2024 by January 2025 and expects to pay the second dividend distribution for the last three months of 2024 of approximately OMR 8.2 million (US ~$21.3 million) by April 2025.
• Thereafter, for the next two financial years ending 31 December 2025 and 31 December 2026, the Company intends to pay a dividend which is a minimum of five per cent increase on the dividend paid for the previous year.
• For the fiscal year ended 31 December 2027 and onwards, the Company expects to distribute any cash not specifically reserved for general corporate purposes, growth investment or M&A activity.
• The Company’s dividend policy is designed to reflect the Company’s expectation of strong cash flow and expected long-term earnings potential while allowing the Company to retain sufficient capital to fund ongoing operating requirements and continued investment for long-term growth.
• The Company’s ability to pay dividends is dependent on a number of factors, including the market conditions, availability of distributable reserves, its capital expenditure plans and other cash requirements in future periods, as well as the necessary approvals.

Overview of OQBI

The Company is the only integrated producer in Oman of methanol, ammonia and LPG Products, which comprise propane, butane, condensate and LPG sold domestically in the form of cooking gas (“LPG (cooking gas)”). It was formed in 2024 from the combination of the Company (established in 2006), which is as at the date of this Prospectus a wholly-owned subsidiary of OQ, Oman’s flagship energy company, and OQ LPG, which was previously an independent and wholly owned subsidiary of OQ.

The Company is active throughout the natural gas value chain, operating three advanced plants with a combined nameplate production capacity of 1,816 ktpa. Its plants are located in the Salalah Freezone in the south of Oman, near the Port of Salalah, Oman’s largest port and a gateway to the MENA, European and Asian markets. The Company’s plants process rich and lean natural gas feedstock that is supplied under long-term agreements with Integrated Gas Company through a natural gas transmission network operated by OQGN, a subsidiary of OQ. With the exception of a small portion of LPG sold domestically in the form of LPG (cooking gas), all of the Company’s products are sold pursuant to long-term, arm’s-length exclusive take-or-pay offtake agreements with OQ Trading for export to end markets, principally in Asia and the MENA region and, to a lesser extent, Europe and Africa.

The Company operates through three strategic divisions, Methanol, Ammonia and LPG Products, and, for financial reporting purposes, through two segments, Methanol Plant (which includes the financial results of the ammonia plant) and LPG Plant.

• Methanol: Through the Methanol division, the Company operates a 1,095 ktpa nameplate production capacity methanol plant (the “methanol plant”). Methanol is an essential chemical building block for many industrial products and is also used as a cleaner-burning fuel. For the year ended 31 December 2023 and the six months ended 30 June 2024, the Company produced 904 kt and 614 kt of methanol, respectively, and methanol sales accounted for 39.4 per cent. and 50.0 per cent., respectively, of the Company’s total revenues. All of the Company’s methanol is exported.

• Ammonia: Through the Ammonia division, the Company operates a 365 ktpa nameplate production capacity ammonia plant (the “ammonia plant”). Ammonia is a chemical that is primarily used for downstream nitrogen products, with diverse fertiliser, industrial and energy applications. For the year ended 31 December 2023 and the six months ended 30 June 2024, the Company produced 264 kt and 147 kt of ammonia, respectively, and ammonia sales accounted for 20.0 per cent. and 15.5 per cent., respectively, of the Company’s total revenues. All of the Company’s ammonia is exported.

• LPG Products: Through the LPG Products division, the Company operates a 356 ktpa nameplate production capacity LPG plant (the “LPG plant”), where it produces LPG Products, comprising propane, butane, condensate and LPG (cooking gas). These LPG Products are used for various energy applications. In the year ended 31 December 2023 and the six months ended 30 June 2024, the Company produced 336 kt and 178 kt of LPG Products, respectively, and LPG Product sales accounted for 40.7 per cent. and 34.5 per cent., respectively, of the Company’s total revenue. Approximately 90 per cent. of the Company’s LPG Products are exported, with a small portion sold domestically in the form of LPG (cooking gas).

Investment highlights

1. Attractiveness of Oman as an investment jurisdiction and strategic location within the Salalah Free Zone

The Company benefits from its location in Oman, a highly attractive investment destination with stability and robust economic growth. Oman has a strong GDP outlook amongst emergent economies in the region, with a favourable economic outlook and clear long-term vision via the launch of Oman Vision 2040. Recent consolidation of national assets under the OIA and announcement of its accelerated divestment programme, combined with favourable regulatory changes, have supported regional and foreign international investment interest.

1. Robust industry environment for methanol, ammonia and LPG products, with strong demand growth across a broad range of end markets

Global methanol demand is forecast to grow from 120 mmt in 2023 to 141 mmt in 2030, implying a CAGR of 2.6 per cent. Demand from Merchant MTO and fuel applications are forecast to have the highest demand growth, with 2023-2030 CAGRs of 4.5 per cent. and 4.0 per cent., respectively. Global merchant ammonia demand is forecast to grow from 41 mmt in 2023 to 46 mmt in 2030, implying a CAGR of 1.7 per cent. and outpacing supply growth of 1.6 per cent. per year.

Global LPG product demand is forecast to grow from 357 mmt in 2023 to 396 mmt in 2030, implying a CAGR of 1.5 per cent. Demand is expected to be outpaced by supply growth of 2.1 per cent. per year.

The Company’s key export markets are driving global demand in methanol, ammonia and LPG products. 73 per cent. of global methanol, 28 per cent. of global ammonia and 77 per cent. of global LPG product demand growth in 2023-40 is expected to come from Asia

1. Strong operational track record enabled by fully integrated, state-of-the-art assets with high reliability

The Company’s methanol, ammonia and LPG plants were commissioned in 2010, 2022 and 2021, respectively. The young asset base benefits from technological reliability, greater operational efficiency and lower maintenance requirements. Ensuring the safe operation of the Company’s plants is essential to its business and, as at 30 June 2024, it has achieved a milestone of 4.7 million man hours without a Lost Time Injury.

Furthermore, reliability and efficiency are supported by production integration at scale. As more than 50 per cent. of lean natural gas produced by the LPG plant is consumed by the Company’s methanol and ammonia plants, the Company is able to optimise LPG plant utilisation by timing scheduled production outages based on expected demand and pricing. All three of the Company’s plants are running at near full nameplate capacity, with the methanol plant utilisation being greater than 100 per cent. in 2021, 2022 and the first half of 2024.

1. Long-term gas supply agreements with an attractive pricing mechanism

The Company views its long-term access to ample competitively priced natural gas as a key advantage underpinning its financial performance, particularly during periods of market volatility in gas availability and prices.

1. Attractive geographic location and access to global logistics network, scale and expertise of OQ Trading platform.

OQBI is strategically located near the Port of Salalah, benefitting from direct proximity to the main East-West Shipping Lane which provides the region’s fastest access point to the wider Middle East, Indian subcontinent and East Africa, which are among the fastest demand growth regions for the Company’s products.

OQBI’s long-term offtake agreements with OQ Trading provides visibility and reliability for 100% of OQBI methanol production and ~90% of LPG production.

OQ Trading is a leading global player in the petrochemical industry, trading approximately 40 million tonnes of energy products each year. OQ Trading is also one of the five largest methanol traders in the world based on volumes traded.

1. Tangible future growth pathways including a brownfield expansion project to increase methanol plant capacity by 50 per cent.

The Company has a demonstrated track record of successful implementation of expansion through backward integration (by commissioning the LPG plant) and product diversification (into ammonia).

The management anticipates considerable medium-term growth potential for methanol given the favourable industry dynamics The Company believes it is well placed to capitalise on this tangible growth opportunity. The Company may in the future consider a brownfield expansion of the existing methanol plant, which would result in an approximately 550 ktpa increase in the plant’s capacity and generate additional demand for lean natural gas that results from the production of the Company’s products at its LPG plant.

1. Optimally positioned to capitalise on the transition to clean methanol and ammonia to serve emerging clean fuels demand.

Management believes that as a unique integrated petrochemical player of scale in the region, with secured feedstock supply at competitive pricing and locational advantage, the Company is well positioned to benefit from a potential industry shift towards blue methanol and blue ammonia in the medium term, subject to feasibility and market development, as well as a potential further shift towards green ammonia in the long term, subject to availability of green hydrogen locally and the development of global markets and competitive terms. The Company believes it has an established commercial platform with the ability to scale up exports, as well as established relationships with key renewable players and government entities, which will assist it in capitalising on blue and green ammonia opportunities.

According to Argus Media, the Market Consultant, industry projections suggest a move towards more sustainable energy solutions focused on the low carbon hydrogen ecosystem, including its derivatives such as low carbon ammonia. It is anticipated that the demand for clean ammonia will exceed 200 mmt by 2040, with 170 mmt of demand from the marine fuels segment. A similar trend is observed in the demand for green methanol, with both green ammonia and green methanol projected to significantly contribute to achieving the decarbonisation goals for the global shipping industry.

Oman’s strategic geographic position and climate conditions, which provide ample access to low-cost solar and wind resources, make it optimally positioned to benefit from low-cost renewable energy production, which is one of the key focus areas of the Government’s energy transition strategy. Additionally, the Company benefits from direct access to European and Asian markets, where there is a growing regulatory mandate for cleaner fuels.

The Company has developed a Decarbonisation Plan targeting net zero emissions by 2050, in line with Oman’s Vision 2040. In the long term, the Company is considering the adoption of carbon capture technology in the methanol reformer and the introduction of carbon credit certificates, which could allow ammonia to be classified as blue or green ammonia in certain markets, leading to potential pricing advantages.

1. High margins and strong cashflow generation

• For the year ended 31 December 2023, the Company’s revenue was US$510 million, its Adjusted EBITDA margin was 43.1 per cent., Operating Unlevered Free Cash Flow was US$183 million and Cash Conversion was 83.2 per cent.
• The Company generated a combined revenue of over US$300 million for each of the last three years for the Methanol and Ammonia business segments.
• The LPG Products business segment, which was introduced in 2021 following commissioning of the LPG plant in August of that year, has scaled up and stabilised its operations, generating revenue of around US$207 million in 2023.
• The Company has achieved robust Adjusted EBITDA margins, underscoring the cost discipline and the resilience of margins owing to favourable feedstock pricing.

Capital Structure

The Company intends to retain a prudent capital structure to support a strong dividend payout capacity. As of June 2024, the Company had outstanding borrowings of OMR 388.5 million (US$~1 billion). The Company has received binding term sheets from banks, and is currently negotiating the financing documents, for two refinancing facilities, which are currently expected to comprise (i) a US$440 million Islamic (Wakalah) facility for a term of 12 years at U.S. Dollar Term SOFR plus 140 basis points and an upfront fee of 80 basis points, with a 45 per cent. balloon amortisation, and (ii) a US$485 million facility maturing in 2032 at U.S. Dollar Term SOFR plus 115 bps and an upfront fee of 65 bps. The refinancing facilities are expected to be used in part to refinance the outstanding balance of certain of the Company’s indebtedness.

Summary of OQBI’s Financial Performance & Operating Highlights

OQBI’s high-quality asset base, experienced management team, and commitment to operational excellence have supported a successful operational performance. For the year ended 31 December 2023, the Company’s revenue was US$510 million, its Adjusted EBITDA margin was 43.1 per cent. Operating Unlevered Free Cash Flow was US$183 million and Cash Conversion was 83.2 per cent. The Company generated a combined revenue of over US$300 million for each of the last three years for the Methanol and Ammonia business segments. The LPG Products business segment, which was introduced in 2021 following commissioning of the LPG plant in August of that year, has scaled up and stabilised its operations, generating revenue of around US$207 million in 2023.

Corporate Governance

The Board of Directors of OQBI are committed to standards of corporate governance that are in line with best practice and to comply fully with the FSA’s Code of Corporate Governance for Public Joint Stock Companies (the “Code”). The Board of Directors consists of five members, of which two, in compliance with the Code, are independent directors. The Board of Directors have established an audit and risk committee and a nomination and remuneration committee, each comprising of three directors and established in accordance with the provisions of the Code.

Employees

OQBI had 352, 349, 409 and 411 employees, respectively, as of 31 December 2021, 2022 and 2023 and 30 June 2024. In addition, the Company supplements its workforce with additional contractors who are hired through third-party employment agencies to fill certain roles, including clerical positions and more senior technical roles. It had 11 and 16 third-party contractors, respectively, as of 31 December 2023 and 30 June 2024.

The Company believes that human resources are critical to its business and seeks to ensure that staff are given career training and development opportunities to address all present and future workforce needs. These opportunities include graduate training positions and internal recruitment opportunities. OQBI also maintains succession planning strategies in line with the growth of its business. The Company seeks to offer a compelling employee value proposition, based on four pillars: reward, growth, wellbeing and culture.

Decarbonisation

The Company has developed a Decarbonisation Plan targeting net zero emissions by 2050, in line with Oman’s Vision 2040. In the medium term, the Company targets an energy intensity reduction of 1.1 MMBtu/kt by 2025, compared to a 2023 baseline. In the long term, the Company is considering the adoption of carbon capture technology in the methanol reformer and the use of electric power or hydrogen-enriched fuel in stationary combustion sources.

Corporate Social Responsibility

OQBI is recognised as a prominent leader in corporate social responsibility (“CSR”) endeavours in the Dhofar region, demonstrating a steadfast commitment to fostering shared value within the communities it serves. In alignment with the priorities of the Oman Vision 2040 and sustainable development goals, the Company spearheads various impactful CSR initiatives. Noteworthy projects include:

• The establishment of a state-of-the-art chemical engineering research laboratory and development lab in the University of Technology and Applied Science - Salalah and the provision of equipment for the OQ Innovation Laboratory at the Vocational College.

• The Company also established the Salalah Autism Centre and a cultural centre in Dhalkout and is contributing to the restoration of Hiyour caves in Jabal Samhan and the creation of the Ittin Oasis Park.

Furthermore, the Company actively encourages a culture of volunteerism among its employees, with 312 dedicated individuals contributing 914 hours in 2023 to both Company-sponsored CSR projects and community-driven initiatives. By prioritising broader societal interests and the economic advancement of Oman, the Company consistently seeks to enhance its involvement and impact within Omani communities, support governmental initiatives for environmental sustainability, and cultivate robust community partnerships.

Health & Safety

OQBI is committed to maintaining robust health and safety practices. The Company’s senior management provides oversight of, and is committed to, upholding an HSSE culture and implementing related policies. To ensure rigorous HSSE standards are met, the Company conducts regular HSSE audits, and provides comprehensive annual training and awareness campaigns for employees as well as contractors, with a focus on continuous improvement. OQBI believes its strong safety culture has delivered tangible results, most notably by approximately 4.7 million-man hours of no lost time due to injuries as of 30 June 2024.

-Ends-

INVESTOR / ANALYST ENQUIRIES	MEDIA ENQUIRIES
General E: ir@oqbi.com	General: E: info@oqbi.com

JOINT GLOBAL COORDINATORS                                  JOINT BOOKRUNNERS

Bank Dhofar SAOG Bank Muscat SAOG Morgan Stanley ISSUE MANAGERS Bank Dhofar SAOG Bank Muscat SAOG	KAMCO Investment Company K.S.C.P. BSF Capital
FINANCIAL COMMUNICATIONS ADVISOR Kevin Soady, Partner, Kekst CNC Gregor Riemann, Director, Kekst CNC	E: kevin.soady@kekstcnc.com   E: gregor.riemann@kekstcnc.com

ELECTRONIC TRANSMISSION DISCLAIMER

This announcement is an advertisement for the purposes of the Prospectus Regulation EU 2017/129 and underlying legislation. It is not a prospectus. A copy of any prospectus published by OQ Base Industries (SFZ) SAOG (under transformation) (the “Company”) will, if approved and published, be made available for inspection on the issuer’s website subject to certain access restrictions.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Offering or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority. None of the Joint Global Coordinators, the Issue Managers, the Joint Bookrunners, the Collection Agents and/or any of their respective subsidiaries, affiliates or any of their respective directors, officers, employees, advisers and/or agents are responsible for the contents of this announcement.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. Investors should not purchase any shares referred to in this announcement except on the basis of information in the Prospectus to be published by the Company in due course in connection with the proposed admission of the shares to listing and trading on the Muscat Stock Exchange. The Offering and the distribution of this announcement and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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The FSRA has not taken steps to verify the information set out in this announcement, and has no responsibility for it. If you do not understand the contents of this Offer or are unsure whether the securities to which the Offer relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser.

If you do not understand the contents of this announcement, you should consult an authorised financial adviser.

None of the Selling Shareholders, the Company, the Joint Global Coordinators, the Issue Managers, the Joint Bookrunners, the Collection Agents and/or any of their respective subsidiaries, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

This announcement does not constitute a recommendation concerning the Offering. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. Before purchasing any securities in the Company, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Offering Document, when published. There is no guarantee that the Offering will take place and potential investors should not base their financial or investment decisions on the intentions of the Company or any other person in relation to the Offering at this stage. Nothing contained herein constitutes or should be construed as: (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you. Potential investors should consult a professional adviser as to the suitability of the Offering for the person(s) concerned.

This announcement contains “forward looking” statements, beliefs or opinions, including statements with respect to the business, financial condition, results of operations, liquidity, prospects, growth, strategy and plans of The Company, and the industry in which the Company operates. These forward looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company’s current beliefs and expectations about future events. Forward looking statements are sometimes identified by the use of forward looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “shall”, “risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”, “continues”, “assumes”, “targets”, “ongoing”, “positioned” or “anticipates” or the negative thereof, other variations thereon or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and involve predictions. Forward looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the directors or the Company with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, concerning, amongst other things, the results of operations, financial condition, prospects, backlog, growth and strategies of The Company and the industry in which it operates.

No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Selling Shareholders, the Company, the Joint Global Coordinators, the Issue Managers, the Joint Bookrunners, the Collection Agents and/or their respective affiliates, expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.

Bank Dhofar SAOG (“Bank Dhofar”), Bank Muscat SAOG (“Bank Muscat”) and Morgan Stanley & Co. International plc (“Morgan Stanley”) have been appointed as joint global coordinators (the “Joint Global Coordinators”) of the Offer and Bank Dhofar SAOG and Bank Muscat SAOG have been appointed as issue managers of the Offer (the “Issue Managers”). Bank Dhofar is authorised and regulated by the Central Bank of Oman (the “CBO”) and the Financial Services Authority (the “FSA”). Bank Muscat is authorised and regulated by the CBO and the FSA. Morgan Stanley is authorised in the United Kingdom by the Prudential Regulation Authority (“PRA”) and regulated in the United Kingdom by the Financial Conduct Authority of the United Kingdom and the PRA. Kamco Investment Company K.S.C.P and BSF Capital have been appointed as joint bookrunners (together with the Joint Global Coordinators, the “Joint Bookrunners”) of the Offer.

The Joint Global Coordinators, the Issue Managers, the Joint Bookrunners, the Collection Agents are acting exclusively for the Company and the Selling Shareholders and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, each of the Joint Global Coordinators, the Issue Managers, the Joint Bookrunners, the Collection Agents and any of their affiliates may take up a portion of the shares in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Offering Document, once published, to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, each of the Joint Global Coordinators, the Issue Managers, the Issue Managers, the Joint Bookrunners, the Collection Agents and any of their affiliates acting in such capacity. In addition, certain of the Joint Global Coordinators, the Issue Managers, the Joint Bookrunners, the Collection Agents or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they or their affiliates may from time to time acquire, hold or dispose of shares. None of the Joint Global Coordinators, the Issue Managers, the Joint Bookrunners, the Collection Agents or any of their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The contents of the Company’s website are not incorporated by reference into, and do not form part of, this announcement.

NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is not a prospectus and is not an offer of securities for sale or subscription in any jurisdiction, including in or into the United States, Canada, Australia, South Africa or Japan.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the potential offering will be made pursuant to, and any investor should make its investment decision solely on the basis of the information that is contained in, as the case may be, the final prospectus or international offering memorandum (each an “Offering Document”, including in each case any supplement thereto), which may be published by OQ Base Industries (SFZ) SAOG (under transformation) (“OQBI” or the "Company") in due course in connection with the Listing of its ordinary shares to trading on the Muscat Stock Exchange (the "MSX"). Any published final prospectus is subject to approval of the Financial Services Authority of the Sultanate of Oman (the “FSA”).