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16 Jul 2008 07:00
July 16, 2008
Resolutions adopted by the Extraordinary General Assembly meeting of
July 08, 2008:
On July 08, 2008, the Extraordinary General Assembly of shareholders of Bank Audi s.a.l. - Audi Saradar Group held a meeting at the Bank's Head Office in Beirut, Lebanon and adopted the following three resolutions:
First Resolution
The Extraordinary General Assembly of shareholders of Bank Audi s.a.l - Audi Saradar Group, pursuant to its resolution dated 2/2/2006 approving the issuance of free option rights, and after examination of the two Board of Directors resolutions dated 23/3/2006 (resolution number 2) and 10/5/2007 (resolution number 12) that defined the conditions and amounts payable for issuance of shares upon exercise of option rights, approves the increase of Capital by an amount of 14,157,880,000 Lebanese Pounds through the issuance of 1,287,080 shares, all of which are ordinary shares reserved for the optionees who have exercised their rights and who are listed on annexes 1 and 2 and sets the terms of the issuance of said shares as follows:
Shares totaling 1,287,080 ordinary shares are issued at the aggregate of (i) the nominal value of 11,000 LL per share, and (ii) an issue premium payable upon subscription;
In addition to the nominal value of the shares, subscribers to 1,230,442 shares whose names are listed in annex 1 attached herewith are requested to pay, for each share, the difference between 27.19 USD and the nominal value of the share at the exchange rate prevailing on the first day of the subscription period. Amounts paid in addition to the nominal value will be accounted for as issue premium;
In addition to the nominal value of the shares, subscribers to 56,638 shares whose names are listed in annex 2 attached herewith are requested to pay, for each share, the difference between 40.33 USD and the nominal value of the share at the exchange rate prevailing on the first day of the subscription period. Amounts paid in addition to the nominal value will be accounted for as issue premium;
Each of Mr. Raymond Audi, Chairman of the Board of Directors and General Manager, and Mr. Samir Hanna, member of the Board of Directors and General Manager, acting individually, are empowered to take all executive measures relating to the subscription to the new shares and the payment of their value and related issue premium.
Beneficial rights of said shares take effect beginning with the results of the financial year 2008.
Second Resolution
The Extraordinary General Assembly of shareholders of Bank Audi s.a.l - Audi Saradar Group, pursuant to its preceding resolution resolves to modify articles 6 and 8 of the Bank's by-laws. Modified text of said articles is as follows:
Modified text:
Article 6 - Capital
The Capital of the Company shall be set at 433,833,279,000 four hundred thirty three billion eight hundred thirty three million two hundred seventy nine thousand Lebanese Pounds divided into 39,439,389 thirty nine million four hundred thirty nine thousand three hundred eighty nine nominal shares, with a value of 11,000 eleven thousand Lebanese Pounds each, fully paid up.
The company may issue bonds pursuant to a resolution of the General Meeting of Shareholders.
Article 8 - Type of shares
Shares representing the Company's capital are divided into two categories: (i) Common shares consisting of 34,189,389 shares, and (ii) Preferred shares consisting of 5,250,000 shares. Preferred shares are further divided into two categories: 4,000,000 Preferred shares of category C issued pursuant to a resolution by the Extraordinary General Meeting held on 7 April 2004, and 1,250,000 Preferred shares of category D issued pursuant to a resolution by the Extraordinary General Meeting held on 5 September 2005.
All the company's shares are nominal shares and shall be kept with the central depositary MIDCLEAR SAL; Ownership, trading, pledges and other rights affecting the shares shall be established by the records of MIDCLEAR SAL.
All the company's shares may be subscribed to publicly and are tradable on the regulated financial markets. All shares are traded on such markets.
Third Resolution
The Extraordinary General Assembly declares that effecting its preceding resolutions 1 and 2 is subject to the approval of the Central Bank of Lebanon.
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