Recommended Merger Between Saudi British Bank and Alawwal bank

Building a new bank to support an ambitious Kingdom

4 October 2018
Disclaimer

This presentation has been prepared solely for use at the presentation to investors (the Investors) made on 4 October 2018. By attending the meeting where this presentation is made, or by reading the presentation
slides, you agree to be bound by the following limitations. For the purposes of this notice, "presentation" means this document, any oral presentation, any question and answer session and any written or oral material
discussed or distributed during the presentation meeting.
This presentation is being made and supplied to you solely for your information and for use at the presentation to Investors held in connection with the proposed merger (the Merger) of Saudi British Bank and Alawwal
bank (the Companies) pursuant to Articles 191 – 193 of the Companies Regulations issued under Royal Decree No. M3 dated 28/1/1437H (corresponding to 10/11/2015G) as amended from time to time (the
Companies Law). This presentation and its contents are confidential and may not be further distributed or passed on to any other person or published or reproduced, quoted or referred to, in whole or in part, by any
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This presentation has been prepared by, and is the sole responsibility of, the Companies. The information set out herein does not purport to be comprehensive and has not been independently verified and may be
subject to updating, completion, revision and amendment and such information may change materially. Neither of the Companies is under any obligation to update or keep current the information contained in this
presentation and any information and opinions expressed in it are subject to change without notice. No representation or warranty, express or implied, is or will be made by either of the Companies, their respective
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representation or warranty, express or implied, is given as to the reasonableness of any future projections, estimates, prospects or returns, or any of the assumptions underlying them. Without prejudice to the
foregoing, neither of the Companies, their respective associates, their respective advisers nor their respective representatives accept any liability whatsoever for any loss howsoever arising, directly or indirectly, from
the use of this presentation or its contents or otherwise arising in connection therewith.
This presentation is being made only to the Investors for information purposes only and must not be provided to any other person. Nothing contained in this presentation is intended to constitute investment, legal, tax,
accounting or other professional advice. Nothing in this presentation is intended to endorse or recommend a particular course of action, in particular, it is not intended to form the basis of any investment decision or any
decision to acquire securities in either of the Companies. Any person considering acquiring securities in either of the Companies should consult with an appropriate professional for specific advice rendered on the basis
of their respective situation.
This presentation does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities of either of the Companies nor
should it or any part of it form the basis of or be relied on in connection with, any contract or commitment whatsoever. Any issue of securities in SABB in connection with the proposed Merger will be made pursuant to
the provisions of the Companies Law, the Capital Market Law and its implementing regulations and on the basis of a shareholder circular to be issued by the Companies in due course in connection with the proposed
Merger. Any decision to vote in favour of the proposed Merger or to acquire securities in SABB in connection with the proposed Merger described in this presentation should be made solely on the basis of the
information contained in such shareholder circular.
This presentation and information contained herein are not an offer of securities for sale in the United States and are not for publication or distribution to persons in the United States (within the meaning of Regulation S
under the US Securities Act of 1933, as amended (the Securities Act)).
The Merger involves the merger of two companies organised under the laws of the Kingdom of Saudi Arabia and listed on Tadawul and is being undertaken in accordance with disclosure requirements in Saudi Arabia,
which are different from those of the United States. The financial information included in this presentation has been largely prepared in accordance with IFRS and generally accepted accounting principles in Saudi
Arabia and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United
States. The pro forma financial information included in this presentation has not been subject to audit, is subject to change and has been prepared for illustrative purposes only.
The securities proposed to be offered in SABB have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except in reliance on an exemption from, or
transaction not subject to, the registration requirements of the Securities Act. The securities proposed to be offered in Saudi British Bank have not been and will not be registered under the applicable securities laws of
any state or jurisdiction of Australia, Canada or Japan, and subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to or for the benefit of any national, resident or citizen of
Australia, Canada or Japan.
Certain statements in this presentation, including those related to the proposed Merger and to Saudi British Bank following completion of the proposed Merger, or those included or incorporated by reference, constitute
"forward-looking statements". These statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the beliefs and expectations of the directors of Saudi
British Bank and Alawwal bank and are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties relate to factors that are beyond the ability of the Companies to
control or estimate precisely, such as, among other factors, securing necessary governmental and other approvals, the satisfaction of the conditions of the proposed Merger, changing business or other market
conditions and the prospects for growth anticipated by the management of Saudi British Bank and Alawwal bank. These and other factors could adversely affect the outcome and financial effects of the plans and
events described herein. As a result, you are cautioned not to place undue reliance on such forward-looking statements. Each of the Companies disclaims any obligation to update its view of such risks and
uncertainties or to publicly announce the result of any revision to the forward-looking statements made herein, except where it would be required to do so under applicable law.
Goldman Sachs Saudi Arabia, is acting exclusively as financial adviser to Saudi British Bank and no-one else in connection with the proposed Merger and will not be responsible to any other person for providing the
protections afforded to its clients, or for providing advice in relation to the proposed Merger.
J.P. Morgan Saudi Arabia Company ("J.P. Morgan Saudi") is an authorised person established in the Kingdom of Saudi Arabia and is licensed and regulated by the Capital Market Authority (CMA). J.P. Morgan Saudi is
acting as financial adviser exclusively for Alawwal bank and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in
this announcement and will not be responsible to anyone other than Alawwal bank for providing the protections afforded to clients of J.P. Morgan Saudi or its affiliates, or for providing advice in relation to any matter
referred to herein.

1
Today’s Presenters

David Dew Soren Nikolajsen

Managing Director Managing Director
Saudi British Bank Alawwal bank

2
Content

•1 Key Transaction Highlights and Terms


2 Shareholder Value Creation


3 Compelling Strategic Rationale


4 Corporate Governance and Leadership


5 Transaction Structure


6 Integration Plan, Milestones and Timeline


A Appendix: Key Metrics of the Combined Bank

3
1 Key Transaction Highlights and Terms
Key Transaction Highlights and Terms

All Share • Exchange ratio of 0.48535396 new SABB • SABB and Alawwal bank Boards have approved the Attractive value
Merger shares for each Alawwal bank share entry into a merger agreement creation potential
over time as the
strategic benefits
Top 4 shareholders of the combined bank:
from the
Pro-forma • Pro-forma ownership: 73.0% SABB • HSBC: c. 29.2% combination
• Olayan: c. 18.2% materialise and
Ownership • Pro-forma ownership: 27.0% Alawwal bank
• NatWest Markets N.V.: c. 10.8%1 synergies are
• GOSI: c. 9.9%
delivered

• Implied price per share of SAR 16.26 based • 28.5% premium to Alawwal bank share price2 and EPS accretive for
Implied on SABB’s share price of SAR 33.51 as of 14 12.8% premium to the implied 6M VWAP SABB and Alawwal
May 2018 exchange ratio3, as of 14 May 2018 bank shareholders
Price and
• Implied total value of SAR 18.6 bn in issued • 14.5% premium to Alawwal bank share price4 and on a fully phased
Premium SABB shares for Alawwal bank shareholders 12.0% premium to the implied 6M VWAP
as of 14 May 2018 exchange ratio3, as of 3 October 2018 basis5

• Completion expected during the first half of 2019

• Subject to shareholder approvals, regulatory approvals and other conditions
• Continued support of HSBC through a Technical Services Agreement with the combined bank that runs through 20276 and other contractual arrangements
• Pre-completion and six months post-completion lock up applies to RBS and Santander. NLFI is subject to a pre-completion lock-up only
• HSBC and NatWest Markets N.V. confirmed their current support for the merger in letters to the Boards of SABB and Alawwal bank, respectively7
• No involuntary redundancies expected
1 NatWest Markets N.V. (formerly The Royal Bank of Scotland N.V.) is the legal entity representing The Royal Bank of Scotland Group plc (4.1%), Banco Santander, S.A. (3.0%) and Stichting Administratiekantoor Beheer Financiële
Instellingen (“NLFI”) (3.7%). Subject to regulatory approvals, NatWest Markets N.V. intends to split the shares it will hold in the combined bank after the transaction and NatWest Markets plc, Santander and NLFI will become direct
shareholders in the combined bank.; 2 Alawwal bank share price of SAR 12.66 (latest price before cautionary exchange ratio announcement); 3 Implied exchange ratio of 0.430 at 14 May 2018 and 0.433 at 3 October 2018 based on
6M VWAP of SABB and Alawwal bank; 4 Alawwal bank share price of SAR 14.20 as of 3 October 2018 (latest price before the announcement on 4 October 2018); 5 Based on 2017 financials; 6 Subject to the revised agreement
being approved by shareholders at the EGM; 7 The letter from HSBC sets out the basis of its current support, including with respect to the satisfaction of the conditions summarised in the transaction announcement. NatWest
Markets N.V. is also currently supportive of the merger (as confirmed in a letter dated 3 October 2018 to the Board of Alawwal bank), subject to the final approvals of The Royal Bank of Scotland Group plc, Banco Santander, S.A.
and NLFI and any regulatory approvals.

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2 Shareholder Value Creation
Shareholder Value Creation

Creating a • Broader customer base, stronger market position provides scale to

support more growth opportunities
Stronger Continued support of
• International network, diverse product offering more accessible to
Banking customers locally and globally HSBC through a
Franchise • Market leading online capabilities for the digital age
Technical Services
Agreement with the
• Expected annual run-rate cost synergies in the range of 10-15% of combined bank that runs
2017 combined cost base expected from:
— Reduced overhead duplication through 20271
Significant — Optimisation of systems, distribution, infrastructure and real estate
— Improved supplier negotiating positions
Synergy
• Revenue synergies from cross-selling, deeper customer penetration,
Potential and diversified fundraising
• Integration cost in the range of 1.5-2.0x expected annual run-rate cost
synergies
• Expected to be fully realised 3 years post completion

Compelling • Driven by the creation of a stronger franchise with significant synergy potential
Shareholder
• EPS accretive for SABB and Alawwal bank shareholders on a fully phased basis2
Value Creation

1 Subject to the revised agreement being approved by shareholders at the EGM; 2 Based on reported 2017 company financials.

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3 Compelling Strategic Rationale
Compelling Strategic Rationale

Building a new bank to support an ambitious Kingdom

A larger franchise creates more opportunities Combining to be a driving force for growth
• #2 bank by corporate loans with 15% market share1 • Enabling growth of private sector companies in the KSA
• Top-tier bank by total assets and customer deposits • Leading provider of corporate banking, foreign exchange,
• Larger retail distribution network cash management and trade finance

Positioned to support the potential of Vision 2030 An exciting bank for the future
• Unrivalled access to a global banking network to facilitate FDI • Shared heritage of innovation and ground-breaking firsts
and international trade • Pooling talents and experience to set new standards for
• Enlarged balance sheet capacity to support transformational customers
infrastructure and privatisation projects • Creating the best place to bank and the best place to work
• Promoting savings products, insurance and capital markets in Saudi Arabia

1 As of Q2 2018. Corporate performing loan balances including overdrafts and excluding loans under “International” segment

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A Larger Franchise Creates More Opportunities

Creating the second-largest corporate bank1, a top-tier retail bank2 and the third-largest bank in the Kingdom

Total Assets Market Share (Q2 2018,%)

#3 #6 #10
Total Assets
454 348 268 232 215 189 183 168 117 102 85 70 68
(SAR bn)
20.4%
15.6%
Corporate Retail
Loans1 Loans2 12.0%
10.4% 9.7%
SABB SAR 93bn SAR 23bn 8.5% 8.2% 7.5%
5.2% 4.6%
Alawwal SAR 43bn SAR 18bn 3.8% 3.1% 3.1%
Pro-forma SAR 135bn SAR 40bn

Rank #2 #4

Saudi Banks Customer Deposits Market Share (Q2 2018, %)

#3 #6 #10
Total Customers’
Deposits 318 280 199 169 153 147 133 129 89 71 66 52 48
(SAR bn)

19.2%
16.9%
12.0%
10.2% 9.3% 8.9% 8.0% 7.8%
5.4%
4.3% 4.0% 3.2% 2.9%

Source: Q2 2018 company financials

1 As of Q2 2018. Corporate performing loan balances including overdrafts and excluding loans under “International” segment; 2 As of Q2 2018. Retail performing loan balances including credit cards

and instalment sales.

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A Larger Franchise Creates More Opportunities

Joining forces to support growth in the Kingdom

Corporate Banking Retail Banking

 #2 Corporate bank with 15%¹ share of KSA corporate lending  Robust retail franchise with a wider distribution network

 Larger balance sheet to support transformational projects, with  Market leading digital platform
SAR 268bn² in assets  Home finance market share of 16%²
 Leadership in foreign exchange, cash management and trade  Credit card issuer by balance market share of 19%²
finance
 Ability to leverage international experiences in consumer banking
 Unrivalled access to a global banking network in Saudi Arabia

Outstanding Value for Guarantees2 SAR71bn Number of Retail Banking Clients2 1.47m

Outstanding Value for Letter of Credit2 SAR14bn Number of Branches / ATMs2 143 / 1,539

Market Share / Rank for Import and Export3 24% / #1 Number of Online Banking Users4 525k

FX Income Market Share2 12% Number of Mobile Banking Users4 253k

Additional resources to provide SME clients with the financial tools they need to grow and create jobs

of Q2 2018. Based on corporate performing loan balances including overdrafts and excluding loans under “International” segment; 2 As of Q2 2018. Branches and ATM figures retrieved from
1 As

SAMA; 3 Import and Export defined as Letter of Credit balance as of Q2 2018; 4 As of Q2 2018. Based on the number of customers registered for online and mobile banking.

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Combining to be a Driving Force for Growth

A powerful partner for the private sector

Loans and Advances1 (Q2 2018) Pro Forma (Q2 2018)

Retail Loans
20% Retail Loans Retail Loans
29% 23%

Corporate
Loans Corporate
Corporate 71%
Loans Loans
80% 77%

Private Sector Private Sector Private Sector

Concentration2: 94% Concentration2: 98% Concentration2: 95%

We will enable growth in the private sector, with the expertise to help businesses from SMEs to large corporates that
compete nationally and internationally
1 Corporate performing loans include overdraft. Retail loans include performing credit cards and consumer loans; 2 As of 2017 year end. Calculated as gross loans excluding loans for the government
sector.

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Positioned to Support the Potential of
Vision 2030
Capturing the opportunities of a more diverse, accessible and investible economy

The combined bank is positioned to leverage and support opportunities from Vision 2030 Vision 2030 targets1

Increase Foreign Direct Investment

The Best SAR70bn
International Unrivalled access to a global banking network to support
SAR30bn
Connections in international trade and investment
the Kingdom
Current 2030

Private sector contribution to GDP

65%
Robust Capital Enhanced capability to underwrite large-scale transactions, 40%
Base transformational infrastructure and privatisation projects

Current 2030

Increase SMEs contribution to GDP

Supporting the 30%

Supplying financial tools to help SMEs and entrepreneurs 22%
Growth of the
create jobs and grow
Economy
Current 2030

1 Saudi Arabia’s Vision 2030 and National Transformation Program 2020.

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Positioned to Support the Potential of
Vision 2030
Supporting Saudi citizens, the Saudi economy and Saudi companies at home and abroad

Vision Realisation Programs and Key Alignment Priorities for the combined bank

 Lead participation in privatisation mandates

 Provide payments and cash management solutions
 Streamline account opening for newly privatised Enriching the for the tourist ecosystem
Privatisation entities
Hajj and Umrah  Support tourist development initiatives with
 Provide advisory and financing services to bidders structured finance solutions
and government

National  Expand TAQADAM skills development scheme National  Facilitate, advise and fund national companies to
 Launch dedicated proposition package for SMEs expand internationally
Transformation Companies
 Partner with government initiatives and facilities to  Support local companies investing in flagship
Program expand SME lending capacity Promotion economic diversification initiatives

 Promote financial literacy and awareness programs

 Launch long-term savings solutions
Financial Industrial  Expand financing available for non-oil exports
 Expand digital solutions to reduce cash transactions
 Increase lending limits to develop key trade corridors
Sector  Grow capital markets and broaden international Development
 Facilitate access to long-term financing through debt
Development investor base and Logistics capital markets solutions
 Expand market participation as a Primary Dealer and
develop a secondary market

 Expand Home Finance Lending portfolio  Align service offering to focus areas of PIF
 Increase home loan offerings, including fixed rate development
and special products  Provide investment advisory, innovative financing
Housing PIF
 Partner with government institutions for solutions, and custodian services to PIF
securitisation, bridge finance and focused lending  Provide financing and payments services in program
solutions focus areas such as entertainment and technology

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An Exciting Bank for the Future

Building on a heritage of innovation

1926 1928 1939 1977 2003 2004

Netherlands Trading Society Assists the Kingdom in Facilitates Saudi Hollandi Bank Issues Issues first
opens its door in Jeddah issuing its first independent payment for the first established as a joint-venture first smart subordinated bond in
currency oil export bank credit card in the the Kingdom
Kingdom

2005 2016 2018 2018 2017 2016

First Saudi bank Best Bank in Best Trade Best Treasury and Cash Most Innovative Launches first Rebranding to
to issue International Saudi Arabia Finance Provider Management Provider Bank in KSA digital branch IBDA Alawwal bank
Bonds (Asiamoney) (Euromoney) (Global Finance) Merger of SABB (Banker ME ) Best Digital Bank in Bank of the Year in
and Alawwal bank Saudi Arabia KSA (The Banker)

2002 1991 1990 1978 1950

First Saudi bank to Issuance of SABB’s SABB’s first The Royal Decree SABB's origins begin at a
launch a Home first credit card ATM launched establishing SABB branch in Alkhobar
Finance Program

Setting new standards for customers by pooling the talents and experience of two of the Kingdom’s
longest-established banks

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An Exciting Bank for the Future

Best place to work in Saudi Arabia

~4,800+ employees1 20% female participation1 9.2% 5-year

No involuntary redundancies expected 91% Saudization1
as a result of the merger
vs. 14% for the banking sector2 headcount growth3

Setting new standards in training and career development

1 Full-time employees as of Q2 2018; 2 Pulse survey - Interbank Comp&Ben Forum; 3 Headcount growth between 2012 and 2017 year end.

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An Exciting Bank for the Future

Best place to bank in Saudi Arabia

• 75% of customers in the GCC will switch bank for a better digital experience1
Combined Bank Key Stats
Delivering on
• 43% of retail customers in KSA use mobile banking2
Digital Demand
• 63% of retail customers in KSA prefer to complete tasks digitally2
• # of online users: 525k3

• # of online transactions: 22.5m 4

• A customer-centric culture designed to shape the future of banking
• # of mobile users : 253k3
Committed to
• A focus on delivering faster, more convenient digital services
Innovation • # of mobile transactions: 5.4m 4
• Enabling transaction capabilities on wearable devices (Apple Watch)

Best Internet Bank

Best Digital
Best Digital Bank and Mobile Banking
Consumer
in KSA 2016 in KSA 2015
Bank 2015
(Banker Middle East) (International
(Global Finance)
Finance Magazine)
First Class
Customer Service
Most Innovative Best Mobile App
Best Digital Bank
Bank in KSA 2018 in KSA 2016
in KSA 2017
(Banker Middle East) (International
(Banker Middle East)
Finance Magazine)

1 Based on EY GCC Digital Banking Report 2015; 2 Based on global social media agency report “We Are Social Digital Report 2018”; 3 As of Q2 2018; 4 For full year 2017.

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4 Corporate Governance and Leadership
Corporate Governance and Leadership

• Board of the combined bank will be increased

Lubna
from 10 to 11 members with the following
Chairman Sulaiman
composition:
Olayan
— 7 of the current directors of SABB, 3 of
whom will be from the persons currently
appointed by HSBC Holdings B.V.
Proposed
— 4 persons to be proposed by the current
Governance
board of Alawwal bank

• The Vice-Chairman of the Board of the

Managing David combined group will be nominated for
Director appointment from amongst the directors of
(CEO) Dew
the combined bank who are current directors
of SABB

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5 Transaction Structure
Transaction Structure

Statutory Merger Process Post-Merger Shareholding Structure

All assets and liabilities of Alawwal bank

are transferred to SABB

Shareholders Shareholders
73%
73.0% 27.0%
27%

Combined Entity

Illustrative Pro-forma Shareholding Structure

1 RBS: 4.1% ​Free Float

2 NLFI: 3.7% 28.2% ​HSBC
29.2%
3 Santander: 3.0 %

​A.K. Al-Muhaidib & Sons

3.6% 3
Alawwal bank 2
SABB Shareholders 1 ​Olayan
Shareholders
NatWest Markets N.V. 18.2%
10.8%
​GOSI
9.9%

Note: NatWest Markets N.V. (formerly The Royal Bank of Scotland N.V.) is the legal entity representing The Royal Bank of Scotland Group plc (4.1%), Banco Santander, S.A. (3.0%) and Stichting
Administratiekantoor Beheer Financiële Instellingen (“NLFI”) (3.7%). Subject to regulatory approvals, NatWest Markets N.V. intends to split the shares it will hold in the combined bank after the
transaction and NatWest Markets plc, Santander and NLFI will become direct shareholders in the combined bank

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6 Integration Plan, Milestones and Timeline
Integration Plan, Milestones and Timeline

Completion expected
in H1 2019

Pre-Completion Phase Integration

Duration: 24 - 36 months

• Regulatory approval process • Combined business strategy

• Establish integration committee
• Integration of businesses
• Appoint a broader leadership and
management team – Back office / corporate integration (e.g. HR, finance, and credit systems)
• Integration preparation – Customer migration
• Review of branding, products, and
services – Technology migration
– Optimise distribution network
Transaction Timeline1: • Implement branding strategy
• Revenue / cross-sell synergies
Q4 2018
Offer Process and H1 2019 • Share best practices
Regulatory Approvals Completion

Q4 2018 H1 2019:
Announcement of EGM Resolution
Merger Agreement

1 The indicative timeline is not an exhaustive list of the steps required to achieve completion.

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Summary, Conclusion and Q&A
Summary, Conclusion and Q&A

Building a new bank to support an ambitious Kingdom

A larger franchise creates more opportunities Combining to be a driving force for growth
• #2 bank by corporate loans with 15% market share1 • Enabling growth of private sector companies in the KSA
• Top-tier bank by total assets and customer deposits • Leading provider of corporate banking, foreign exchange,
• Larger retail distribution network cash management and trade finance

Positioned to support the potential of Vision 2030 An exciting bank for the future
• Unrivalled access to a global banking network to facilitate FDI • Shared heritage of innovation and ground-breaking firsts
and international trade • Pooling talents and experience to set new standards for
• Enlarged balance sheet capacity to support transformational customers
infrastructure and privatisation projects • Creating the best place to bank and the best place to work
• Promoting savings products, insurance and capital markets in Saudi Arabia

1 As of Q2 2018. Corporate performing loan balances including overdrafts and excluding loans under “International” segment

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A Appendix: Key Metrics of the Combined Bank
Financial and Operational Metrics as of Q2 2018

Pro Forma
Total Assets SAR 183bn SAR 85bn SAR 268bn

Net Loans SAR 113bn SAR 59bn SAR 172bn

Total Deposits SAR 133bn SAR 66bn SAR 199bn

Net Loans / Deposits 85.3% 89.3% 86.6%

Non-performing Loan Ratio1 2.2% 3.9% 2.8%

Tier 1 Ratio 20.1% 18.0% 19.4%

Net Special Commission Income Margin 2 3 2.8% 2.8% 2.8%

Cost / Income Ratio2 30.7% 34.1% 31.9%

Return on Average Equity2 12.2% 10.2% 11.6%

Branches / ATMs 76 / 930 67 / 609 143 / 1,539

Staff 3,100+ 1,700+ 4,800+

Liquidity Coverage Ratio 165% 287% 193.3%

Net Stable Funding Ratio 145% 131% 140.4%

Source: Company financials.
1 Non-performing loans divided by total gross loans; 2 Based on 2017 full year financials; 3 Net special commission income divided by average “Cash and balances with SAMA”, “Due from banks and

other financial institutions”, “Investments, net” and “Loans and advances, net”.

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