BQAD.L Regulatory News (BQAD)

BANK AUDI S.A.L.

Bab Idriss - Omar Daouk StreetBank Audi Plaza, P.O. Box 11-2560Beirut - Lebanon

INFORMATION STATEMENT

March 22, 2018

Dear Global Depositary Receipt Holder:

Reference is hereby made to the Amended and Restated Deposit Agreement dated May 10, 2010 (as may be amended from time to time, the "Deposit Agreement") between Bank Audi s.a.l. (the "Bank")) and Deutsche Bank Trust Company Americas, in its capacity as depositary (the "Depositary"), relating to Global Depositary Receipts issued in respect of common shares of the Bank (the "GDRs"), each GDR representing one common share, nominal value L.L. 1,663 per common share (the "Common Shares"). 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 Common Shares evidenced by GDRs, has received notice of the Ordinary General Meeting of the Shareholders of the Bank to be held on April 10, 2018 (the "General Meeting"), at the Bank's head office in Beirut, which (among other things) sets forth the agenda for such General Meeting. References in this Information Statement (this "Information Statement") to the "Holder" of any GDR shall mean the person registered as the holder of such GDR on the books of the Depositary. In accordance with Clause 13 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 March 23, 2018, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to April 5, 2018, being the corresponding record date set by the Bank in respect of the General Meeting).

As set forth in such notice, at the General Meeting, shareholders of the Bank, including the Depositary, will be asked to consider and vote upon the following agenda:

1. To approve the Bank's accounts, in particular, the balance sheet and the profit and loss statement, as of and for the year ended December 31, 2017, and to discharge the Chairman and members of the Board of Directors of the Bank in respect of activities performed during the year ended December 31, 2017;

2. To appropriate the 2017 profits in accordance with the proposal of the Board of Directors;

3. To declare distributions to the holders of the Bank's preferred shares and dividends to the holders of Common Shares and determine the related record and payment dates;

4. To approve transfers from various reserve accounts to the general non-distributable reserves account;

5. To ratify loans granted during the year 2017 to related parties as per Article 152 of the Code of Money and Credit;

6. To authorise the granting of loans to related parties during the year 2018, in accordance with Article 152 of the Code of Money and Credit;

7. To ratify transactions that are subject to the approval of the General Meeting including transactions entered into between the Bank and members of the Board of Directors or affiliated companies during the year ended December 31, 2017 that are subject to Article 158 of the Code of Commerce and to authorise the Bank to enter into similar transactions during the year 2018;

8. To determine the fixed and performance-related remuneration of Board members who have managerial responsibilities, and to determine the remuneration and attendance fees of the other members of the Board;

9. To authorise the participation of certain Board members in the boards of other companies and to grant the necessary related authorisations pursuant to Article 159 of the Code of Commerce; and

10. To determine the External Auditors' fees for the year 2018.

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 favour of each such resolution.

Yours very truly,

Samir Hanna

Chairman - General Manager

Bank Audi

INFORMATION STATEMENT

Table of Contents

Page

AVAILABLE INFORMATION………………………………………………………………...............………………………………….3

VOTING RIGHTS OF HOLDERS……………………………….…………………….……………………..………3

SUMMARY BACKGROUND INFORMATION……………………………………...……….………………….....3

VOTING INSTRUCTIONS…………………………………………………………………………...............…..………………………6

INFORMATION REGARDING BANK AUDI S.A.L…………………………………..…................…………………………….7

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 Bank. 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 Bank 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 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.

Common Shares which have been withdrawn from the deposit facility under the Deposit Agreement and transferred on the Bank'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 Meeting to enable them to withdraw Deposited Shares and vote at the General Meeting.

SUMMARY BACKGROUND INFORMATION

On March 20, 2018, the Board of Directors of the Bank (the "Board of Directors" or the "Board"),

(i) Having examined the draft External Auditors report to the General Meeting in connection with the financial statements as of and for the year ended December 31, 2017, encompassing the External Auditors qualified opinion;

(ii) Having, in consideration of the fact that the External Auditors qualification relates to the accounting, by the Bank, of certain gains, as directed by applicable Lebanese regulation (notably Central Bank of Lebanon's Intermediate Circulars No. 439 dated 8 November 2016), which departs from the requirements of International Financial Reporting Standards (Holders are advised to review the Bank's Annual Report for 2017 encompassing the Audited financial statements of the Bank and the accompanying notes and auditors' report) resolved to approve the financial statements;

(iii) Having adopted the 2017 Annual Report encompassing the "Management Discussion and Analysis", which summarises the Bank's activity during the year ended December 31, 2017 (and its major financial indicators), as well as the major developments in the local and regional economies and the Bank's market positioning and strategic choices;

(iv) Having adopted a proposal for the appropriation of the profits realized by the Bank for the year ended December 31, 2017 to be submitted to the General Meeting, such proposal encompassing amongst other things the distribution to holders of Preferred Shares (in accordance with their terms) of :

- USD 6 per Series "G" Preferred Share (aggregating LL 13,568 million (USD 9 million)),

- USD 6.5 per Series "H" Preferred Share (aggregating LL 7,349 million (USD 4.9 million)),

- USD 7 per Series "I" Preferred Share (aggregating LL 26,381 million (USD 17.5 million)),

- USD 4 per Series "J" Preferred Share (aggregating LL 16,583 million (USD 11 million))

and the distribution of dividends to holders of Common Shares (including the Depositary) of LL 829.125 per Common Share (aggregating LL 331,442 million (USD 219.9 million)), in each case, on April 16, 2018 to holders of record as at April 13, 2018;

(v) Having, in consideration of the requirements of Basic Central Bank Circular 143 of November 2017 pertaining to the application of International Financial Reporting Standard 9 that contains guidance related to the discontinuing of certain equity reserves and the transfer of their corresponding balances, at end-December 2017, to the general non-distributable reserves, adopted a proposal for the transfer of an aggregate amount of LL 843.7 billion (USD 559.8 million) from various reserve accounts to the general non-distributable reserves;

(vi) Having examined the draft External Auditors special reports in connection with outstanding loans to related parties subject to Article 152 of the Code of Money and Credit ("Article 152 Loans") pursuant to which the External Auditors confirmed that loans granted by the Company to related parties during the year ended December 31, 2017 are within applicable legal and regulatory ceilings, and having thus adopted a proposal to ratify the "Article 152 Loans" granted during 2017 as shown in the following table:

(vii) Having, in consideration of the concurrence of the Audit Committee, adopted a proposal to (x) approve the granting, within applicable regulatory ceilings, of loans to parties that are subject to Article 152 of the Code of Money and Credit during the year 2018, aggregating LL 11.7 billion and (y) delegate to the Board the necessary authority to grant such parties (persons that are subject to Article 152 of the Code of Money and Credit) Housing Loans, Car Loans, and Charge Cards (to the extent they abide by the provisions of Article 7 bis of BDL circular 132) as well as facilities against same currency Cash Collateral, and Facilities against same currency Bank Guarantees (to the extent they abide by the provision of Article 8 of BDL circular 132);

(viii) Having examined the draft External Auditors special reports in connection with Article 158 of the Code of Commerce, pursuant to which the External Auditors did not express any remarks in connection with transactions entered into between the Bank and members of the Board of Directors or affiliated companies, and having adopted a proposal to ratify such transactions entered into during 2017 (by virtue of the authorization granted by the general meeting of shareholders on 10 April 2017, and pursuant to Article 158 of the Code of Commerce), such transactions encompassing, in essence (after deduction of dealings with Consolidated Banks, Financial institutions, or Subsidiaries), the following 6 transactions, all of which entered into at arm's length and duly approved by the Board of Directors:

- Acquisition of insurance services and bancassurance (insurance products bundled with banking products sold to the bank's customers) from "LiA insurance", a company where Bank Audi has nominated one of its own executives on the Board (Total amount of premiums and fees paid in 2017 aggregate LL 11.7 billion (USD 7.7 million) and total claims compensated aggregate LL 9.8 billion (USD 6.5 million);

- Provision of loans and financial services to "PinPay s.a.l" (a provider of payment solutions to Bank Audi and to other Lebanese banks and that is 25% owned by Bank Audi) aggregating LL 0.68 billion (USD 0.45 million) and the charging of interest on said loans;

- The acquisition of fixed assets, for 0.05 billion LL (0.03 million USD), and of services for 0.2 billion LL (0.1 million USD) from Capital Outsourcing s.a.l. a company related to a member of the family of the Chairman Group CEO;

- The rent of a branch from a person related to one of the members of the Board of Directors, for LL 0.1 billion annually (0.07 million USD);

- Donation to a cultural foundation bearing the Bank's name (the "Audi Foundation") whose managing board comprises a number of the Bank's Directors and executives, for LL 0.3 billion (USD 0.2 million);

- And other miscellaneous transactions aggregating LL 0.45 billion (USD 0.3 million);

(ix) Having adopted a proposal to authorize the Bank to enter into similar transactions during 2018 (until the next annual ordinary general meeting expected to be held in April 2019)

(x) Having approved (by virtue of the authorization granted by the general meeting of shareholders on 10 April 2017, including the authorization to grant the Executive Directors an annual performance-related cash remuneration not exceeding 2.4% of the Bank's consolidated net profits before taxes) (i) the payment of fixed remuneration in 2017 to Key Executives, including (x) the chair-CEO, and the executive members of the Bank's Board of Directors and (y) the other non-directors members of the Group Executive Committee (in all 17 persons), aggregating LL 28.7 billion (USD 19 million); and (ii) the payment of a performance-related remuneration to the Directors members of the Group Executive Committee (5 persons) representing 1.57% of the Bank's consolidated net profits from continued operations before taxes aggregating LL 14.2 billion (USD 9.45 million);

(xi) Having confirmed the managerial responsibilities of the Executive Directors and having, in consideration of the fact that the resolution of the Annual Ordinary General Assembly dated 14 April 2014, granting the Executive Directors an annual performance-related cash remuneration not exceeding 2.4% of the Bank's consolidated net profits before taxes for the financial years 2014 to 2017 inclusive, has ended, adopted a proposal to grant the Executive Directors, in addition to their fixed remuneration arrangement, an annual performance-related cash remuneration as a percentage (to be determined by the Board, but not exceeding 2.0%) of the Bank's consolidated net profits from continued operations before taxes for the financial years 2018 to 2021, inclusive; and

(xii) Having, pursuant to Article 158 of the Code of Commerce, adopted a proposal (i) to note the implementation of the annual remuneration arrangement to the independent directors (a total of 4 persons), aggregating LL 3.17 billion (USD 2.1 million) per annum (x) for their chairmanship or membership of certain Board committees (the Audit Committee, the Risk Committee, the Governance and Nomination Committee, the Remuneration Committee and the Compliance/AML/CFT Board Committee), and/or (y) for their assistance to the Board and its committees (and to the boards of banking subsidiaries and their committees) including in control and governance oversight matters and in risk oversight matters; and

to authorize the payment, in 2018, of annual remuneration to the independent Directors aggregating LL 2.25 billion (USD 1.49 million).

(xiii) Having adopted a proposal (i) to note the payment in 2017 of attendance fees to the non-executive members of the Board (a total of 5 persons) amounting to LL 50 million for each Director; and (ii) to authorize similar payments in 2018;

(xiv) Having adopted a proposal to authorize the participation of certain Board members in the boards of controlled subsidiaries of the Bank, and in one instance, in the Board of a non-competing financial institution;

(xv) Having, pursuant to the matters mentioned under points (vi) to (xiv) above, adopted the "Special Report of the Board of Directors" produced in accordance with Article 152 of the Code of Money and Credit and Article 158 of the Code of Commerce and summarizing (x) the transactions entered into by the Bank with related parties (including affiliated companies and members of the Board of Directors) during the year ended December 31, 2017 and (y) the remuneration of the members of the Board and of the General Managers who are members of the Executive Committee; and

(xvi) Having adopted the recommendation of the Audit Committee to set audit fees for "BDO, Semaan, Gholam & Co." and "Ernst & Young" being joint External Auditors of the Company for the financial year ending December 31, 2018 at USD 1,350,000 (USD 675,000 to each auditing firm) (unchanged with respect to 2017), and to pay an exceptional amount of USD 280,000 to "Ernst and Young" for the special mission assigned to them in relation with the implementation of the IFRS9).

Resolved to recommend to the General Assembly to adopt the following resolutions:

1. To approve the Bank's accounts, in particular, the balance sheet and the profit and loss statement, as of and for the year ended December 31, 2017, and to discharge the Chairman and members of the Board of Directors of the Bank in respect of activities performed during the year ended December 31, 2017;

2. To appropriate the 2017 profits in accordance with the proposal of the Board of Directors;

3. To declare distributions to the holders of the Bank's preferred shares and dividends to the holders of Common Shares and determine the related record and payment dates;

4. To approve transfers from various reserve accounts to the general non-distributable reserves account;

5. To ratify loans granted during the year 2017 to related parties as per Article 152 of the Code of Money and Credit;

6. To authorise the granting of loans to related parties during the year 2018, in accordance with Article 152 of the Code of Money and Credit;

7. To ratify transactions that are subject to the approval of the General Meeting including transactions entered into between the Bank and members of the Board of Directors or affiliated companies during the year ended December 31, 2017 that are subject to Article 158 of the Code of Commerce and to authorise the Bank to enter into similar transactions during the year 2018;

8. To determine the fixed and performance-related remuneration of Board members who have managerial responsibilities, and to determine the remuneration and attendance fees of the other members of the Board;

9. To authorise the participation of certain Board members in the boards of other companies and to grant the necessary related authorisations pursuant to Article 159 of the Code of Commerce; and

10. To determine the External Auditors' fees for the year 2018.

All as per the aforementioned Board reports, proposals and recommendations.

VOTING INSTRUCTIONS

Each Holder is hereby requested to return to the Depositary voting instructions, in the form provided separately by the Depositary 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 Meeting.

In order for a voting instruction to be valid, the above-mentioned form of voting instructions 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 in such form of voting instructions.

INFORMATION REGARDING BANK AUDI S.A.L.

For information regarding the Bank, Holders are advised to review the following documents:

- The Bank's Annual Report for 2017 encompassing:

o The Audited financial statements of the Bank as of and for the year ended December 31, 2017 and the accompanying notes and auditors' report;

o The "Management Discussion and Analysis" which summarizes the Bank's activity during the year ended December 31, 2017.

The above documents (in Arabic or English, or both, as the case may be) can be downloaded from Bank Audi's website: www.bankaudigroup.com or 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: Ms. Katia Levy-Thevenon

The Bank:

Bank Audi s.a.l.

Bab IdrissOmar Daouk StreetBank Audi Plaza, P.O. Box 11-2560BeirutLebanon

Attn: The Group Corporate Secretary

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