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25 Sep 2009 12:38
INFORMATION STATEMENT
September 25, 2009
Dear Global Depositary Receipt Holder:
Reference is hereby made to the Deposit Agreement dated October 23, 1997 (as amended, the "Deposit Agreement") between Bank Audi S.A.L. - Audi Saradar Group (as successor to Banque Audi S.A.L.) (the "Company") and Deutsche Bank Trust Company Americas, in its capacity as depositary (the "Depositary") relating to Global Depositary Receipts issued in respect of shares of the Company ("GDRs"), each GDR representing one common share, nominal value LL 12,250 per share (the "Shares"), of the Company. Capitalized terms used herein without otherwise being defined shall have the respective meanings assigned thereto in the Deposit Agreement.
The Depositary, as the shareholder of record of Shares evidenced by GDRs, has received notice of the Extraodinary General Assembly of Shareholders of the Company to be held on October 14, 2009 (the "General Assembly"), at the Company's head office in Beirut, which (among other things) sets forth the agenda for such General Assembly. References in this Information Statement to the "Holder" of any GDR shall mean the person registered as a holder on the books of the Depositary. In accordance with Clause 12 of the Deposit Agreement and Condition 23 of the GDRs, a copy of such notice and agenda is being sent hereby to each person who is a Holder on September 25, 2009, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to October 13, 2009, being the corresponding record date set by the Company in respect of the General Assembly).
As set forth in such notice, at the General Assembly, shareholders of the Company, including the Depositary, will be asked to consider and/or vote upon the following agenda:
Verification of the adequate completion of the procedures of the Bank's capital increase by L.L. 2,812,012,000 pursuant to the resolution of the Extraordinary General Assembly held on July 27, 2009; and
Other matters relating to item 1 above.
Each Holder is hereby requested to return to the Depositary voting instructions, as provided in this Information Statement, by which such Holder may give instructions to the Depositary to vote for or against each and any resolution specified in such agenda.
After careful consideration, the Board of Directors recommends a vote in favor of each such resolution.
Yours very truly,
Georges Gedeon Achi
Chairman - General Manager
Bank Audi S.A.L. - Audi Saradar Group
INFORMATION STATEMENT
Table of Contents
Page
Available Information 3
Voting Rights of Holders 3
Summary Background Information 3
Voting Instructions 3
Information regarding Bank Audi S.A.L - Audi Saradar Group. 4
AVAILABLE INFORMATION
No person has been authorized to give any information or to make any representation other than those contained in this Information Statement, and, if given or made, such information or representation must not be relied upon as having been authorised by the Company. No delivery of this Information Statement nor any offer or distribution of any securities to which this Information Statement relates shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Information Statement or that any information contained or referred to herein is correct as of any time subsequent to the date as of which it is given. This Information Statement does not constitute the solicitation of a proxy to or from any person in any jurisdiction to or from whom it is unlawful to make such offer or solicitation within such jurisdiction.
VOTING RIGHTS OF HOLDERS
In accordance with Condition 12 of the Deposit Agreement relating to the GDRs, the Depositary is seeking voting instructions from the Holders in order to exercise or cause to be exercised the voting rights in respect of the Deposited Shares as directed by such voting instructions to the extent permitted by Lebanese Law.
Shares which have been withdrawn from the depositary facility and transferred on the Company's register of members to a person other than the Depositary or its nominee may be voted by the registered owner thereof. However, Holders may not receive sufficient advance notice of the General Assembly to enable them to withdraw Deposited Shares and vote at the General Assembly.
SUMMARY BACKGROUND INFORMATION
On July 27, 2009, further to its resolution dated February 2, 2006 approving the issuance of stock options, and after examination of resolutions of the Board of Directors defining the conditions and amounts payable for the issuance of shares upon exercise of such options, the Extraordinary General Assembly of Shareholders of the Company approved the increase of the Company's capital by the amount of L.L. 2,812,012,000 through the issuance of 229,552 ordinary shares to be reserved for optionees who validly exercised their options.
On September 02, 2009, the Central Council of the Lebanese Central Bank approved the resolutions of the Extraordinary General Assembly dated July 27, 2009 authorising this capital increase.
In accordance with applicable Lebanese Law, the General Assembly must convene again to verify the adequate completion of the procedures of the capital increase.
VOTING INSTRUCTIONS
Each Holder is hereby requested to return to the Depositary voting instructions, in the form provided separately by the Depository for this purpose, by which such Holder may give instructions to the Depositary to vote for or against each and any resolution specified in the agenda for the General Assembly.
In order for a voting instruction to be valid, the above voting instructions form must be completed and duly signed by the respective Holder (or in the case of instructions received from the clearing systems should be received by authenticated SWIFT message or market standard authenticated message format) and returned to the Depositary by the date that the Depositary shall specify.
BANK AUDI S.A.L. - AUDI SARADAR GROUP
For information regarding the Bank, Holders are advised to review the Bank's annual report for 2008. Copies of the Bank's annual report for 2008 may be obtained free of charge from the Bank and the Depositary at the addresses set forth below:
The Depositary:
Deutsche Bank Trust Company Americas
Winchester House
1 Great Winchester Street
London EC2N 2DB
Attn: Mr. Stanley Jones
The Company:
Bank Audi S.A.L. - Audi Saradar Group
Bab Idriss Omar Daouk Street Banque Audi Plaza, P.O. Box 11-2560 Beirut Lebanon
Attn: The Corporate Secretary
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