Banque du Caire Announces Final Offer Price at the Top End of the Range Following the Largest Private Tranche and RecordInvestor Demand in EGX IPO History1

[1] In EGP terms.

Final Offer Price EGP 5.30 Top of range	Total Offering Value EGP 36.37bn c. USD 658mn
Private Offering Value EGP 34.55bn 95% of the Offering	Implied Market Capitalization EGP 80.83bn c. USD 1.46bn
Offer Shares 6.86bn shares 45% of total issued share capital	Private Offering Demand EGP 205.8bn c. USD 3.72bn
Private Offering Oversubscription 6.0x Total Private Offering Shares	Oversubscription Excl. Key Institutional Investors 19.8x Remaining Private Offering shares

Commenting on the Offering, the Bank's Managing Director and Chief Executive Officer, Mr. Hussein Abaza, said: "We are delighted with the exceptional response to Banque du Caire’s offering from international, regional and Egyptian investors, culminating in record demand and pricing at the top end of the announced range for the private tranche. The strength and breadth of participation, particularly from leading international institutional investors, is a strong endorsement of Banque du Caire’s investment proposition, the progress achieved through our transformation journey and our long-term growth prospects. The successful conclusion of the largest private tranche in EGX IPO history, supported by unprecedented demand, marks a defining milestone for Banque du Caire and underscores the ability of Egypt’s capital markets to attract significant international investment. We look forward to welcoming our new shareholders and building on this momentum as we enter the next phase of our development as a publicly listed bank."

The Bank has engaged CI Capital Investment Banking S.A.E. ("CI Capital") to act as Lead Global Coordinator and Joint Bookrunner, and EFG Hermes Promoting & Underwriting S.A.E. ("EFG Hermes") to act as Joint Global Coordinator and Joint Bookrunner for the Offering. Baker McKenzie LLP has been appointed as legal counsel to the Bank and Banque Misr as to U.S. and English law, while Helmy, Hamza & Partners (a member firm of Baker McKenzie International), has been appointed as Egyptian legal counsel in connection with the Offering.

Supplementary Note

BdC and Banque Misr have each entered into separate agreements with EBRD and IFC, respectively, pursuant to which each of EBRD and IFC agreed to participate independently in the Private Offering for an amount equivalent to 100 million US dollars and 100 million US dollars, respectively. The EBRD and IFC commitments to invest are conditional upon certain conditions being satisfied, including the closing of the Private Offering, and each policy agreement may be terminated (save for certain underlying surviving provisions) by EBRD and/or IFC if any of their respective conditions are not fulfilled (or waived). These agreements are subject to certain other conditions, including an undertaking by BdC to develop and enhance its internal policies relating to (i) governance, (ii) transparency, (iii) anti-corruption and financial crime, and compliance with certain international sanctions regulations, and (iv) the implementation of environmental and social management systems. Each of EBRD and IFC has agreed not to dispose of their shares for specified periods under their respective agreements, provided compliance with certain conditions under those agreements continue to be met. In addition, BdC has undertaken to promote board independence by ensuring an adequate number of independent members on its board of directors and to align its operations with the objectives of the Paris Agreement on climate change, including a commitment to develop a climate transition plan. The agreements do not contain any voting arrangements between EBRD and/or IFC and Banque Misr in respect of BdC.

Important Notice

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 Bank to proceed with the Offering or any transaction or arrangement referred to herein. This announcement has not been reviewed or approved by any competent regulatory authority in Egypt or in any other jurisdiction.

Neither CI Capital nor EFG Hermes (together with CI Capital, the "Joint Bookrunners"), nor any of their respective subsidiary undertakings, affiliates, or any of their respective directors, officers, employees, advisors, or agents, is 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 in Egypt should not purchase any securities referred to in this announcement except on the basis of information published in the PSN approved by the FRA. In Egypt, the Private Offering, when effected, will only be addressed to, and directed at persons who are: (i) "Qualified Institutional Investors" being such persons or entities specified in the FRA Decree No. 48 of 2019; or (ii) "Professionally Experienced Investors" being an individual investor who owns liquid assets with a minimum value of EGP 5 million and who has experience in stock markets and capital markets for a period of 5 years. Outside of Egypt, investors subscribing in the Private Offering should not purchase any securities referred to in this announcement except on the basis of information published in the IOC. 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.

This announcement is not for publication, distribution, or release, in whole or in part, directly or indirectly, in or into the United States, Canada, Australia, Kingdom of Saudi Arabia, Japan, or any other jurisdiction in which the publication, distribution, or release would be unlawful. The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Bank does not intend to register any portion of the Offering in the United States or to conduct a public offering in the United States, Canada, Australia, Kingdom of Saudi Arabia or Japan.

This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area ("EEA") (a "Member State") will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or intending to make an offer in that Member State of securities which are the subject of the Offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Bank or any of the Joint Bookrunners to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Bank nor any of the Joint Bookrunners have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Bank or any of the Joint Bookrunners to publish or supplement a prospectus for such offer. Neither the Bank nor any of the Joint Bookrunners have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by any of the Joint Bookrunners, which constitute the final placement of the securities contemplated in this announcement. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended or superseded). This announcement is only for distribution to, and is only directed at, "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("EU Qualified Investors"), and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, EU Qualified Investors. Any person in the EEA who is not an EU Qualified Investor should not act or rely on this announcement, or any of its contents.

In the United Kingdom, this announcement is only addressed to and is directed exclusively at persons who are (i) (a) persons falling within Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), or (b) investment professionals within the meaning of Article 19(5) of the Order, (ii) "qualified investors" within the meaning of paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (the "POATRs"), and (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). In the United Kingdom, this announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. In the United Kingdom, any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement has been prepared on the basis that any offer of shares in the United Kingdom will be made pursuant to an exemption from the prohibition on public offers of relevant securities in the POATRs in circumstances not requiring a prospectus pursuant to the Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook ("PRM Sourcebook") of the UK Financial Conduct Authority Handbook. Accordingly, any person making or intending to make an offer in the United Kingdom of shares which are the subject of the Offering contemplated in this announcement may only do so in circumstances in which such an exemption applies and where no obligation arises for the Bank or any of the Joint Bookrunners to publish a prospectus or take any other action pursuant to the POATRs or PRM Sourcebook, in each case, in relation to such offer. Neither the Bank nor any of the Joint Bookrunners have authorised, nor do they authorise, the making of any offer of shares in circumstances in which an obligation arises for the Bank or any of the Joint Bookrunners to publish or supplement a prospectus for such offer or take any other action. Neither the Bank nor any of the Joint Bookrunners have authorised, nor do they authorise, the making of any offer of the shares through any financial intermediary, other than offers made by the Joint Bookrunners, which constitute the final placement of the shares contemplated in this announcement.

Solely for the purposes of the product governance requirements contained within: (a) Directive 2014/65/EU (as amended, "MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract, or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). The EU Target Market Assessment is without prejudice to any contractual, legal, or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the securities. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract, or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the securities have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). The UK Target Market Assessment is without prejudice to any contractual, legal, or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the securities. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.

In South Africa, this announcement is directed exclusively to (i) persons whose ordinary business, or part of whose ordinary business, is to deal in securities, whether as principals or agents; (ii) the Public Investment Corporation (as defined in the Public Investment Corporation Act, 2004); (iii) a person or entity regulated by the Reserve Bank of South Africa; (iv) an Authorised Financial Service Provider (as defined in the Financial Advisory and Intermediary Services Act, 2002); (v) a Financial Institution (as defined in the Financial Services Board Act, 1990); (vi) a wholly-owned subsidiary of a person contemplated in (iii), (iv) or (v), acting as agent in the capacity of an authorised portfolio manager for a pension fund registered in terms of the Pension Funds Act, 1956, or as a manager for a collective investment scheme registered in terms of the Collective Investment Schemes Control Act, 2002; or (vii) any combination of the persons contemplated in (i) to (v) above. In addition, in South Africa, this announcement is being made and is directed to persons, other than those in (i) to (vii) above, on the basis that any participation of any single addressee will exceed an amount of ZAR 1,000,000 or approximately US$62,500. This announcement does not constitute an "offer to the public" for purposes of the Companies Act, 2008, and any person who is not a relevant person should not act or rely on this announcement or any of its contents.

This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Bank. Any offer to acquire shares in the Bank by investors in Egypt whether pursuant to the proposed Public Offering or the Private Offering will be made, and any investor in Egypt should make their investment, solely on the basis of the information that is contained in the PSN approved by the FRA. Outside of Egypt, any offer to acquire shares in the Bank pursuant to the proposed Private Offering will be made, and any investor in the Private Offering should make their investment, solely on the basis of the information that is contained in the IOC.

The information in this announcement is qualified in its entirety by the information set out in the PSN and the IOC and is subject to change. The Bank expressly does not undertake to update the information in this announcement. Before purchasing any shares in the Offering, persons viewing this announcement should ensure that they fully read, understand and accept the risks which will be set out in the PSN and/or the IOC, as applicable. No reliance may be placed for any purpose on the information contained in this announcement or on its completeness, accuracy, or fairness.

Forward-Looking Statements

This announcement contains statements about future events and expectations that are forward-looking within the meaning of Section 27A of the Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such estimates and forward-looking statements are based on current expectations and projections of future events and trends, which affect or may affect the Bank. Words such as "believe," "anticipate," "plan," "expect," "target," "estimate," "project," "predict," "forecast," "guideline," "should," "aim," "continue," "could," "guidance," "may," "potential" and "will," as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. Any forward-looking statements reflect the Bank's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Bank's business, results of operations, financial position, liquidity, prospects, growth or strategies. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Bank, including, among other things, risks specifically related to the Bank and its operations, the development of global economic and industry conditions, and the impact of economic, political and social developments in Egypt and the MENA region. Forward-looking statements speak only as of the date they are made. Each of the Bank, Banque Misr, CI Capital and EFG Hermes and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement, whether as a result of new information, future developments, or otherwise.