20 Aug 2015 17:00
INFORMATION STATEMENT
August 20, 2015
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. 1,650 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 Extraordinary General Meeting of the Shareholders of the Bank to be held on September 8, 2015 (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 August 21, 2015, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to September 7, 2015, 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. The verification of the adequate implementation of the first resolution adopted by the Extraordinary General Meeting of shareholders held on June 9, 2015 in connection with the cancellation of the Series "E" Preferred Shares and the accompanying increase of the Bank's share capital in order to round the nominal value of each individual share up to L.L. 1,656; and the discharge of the Chairman and members of the Board of Directors of the Bank in respect of activities related to the Cancellation and Capital Increase.
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 the resolution specified in such agenda.
After careful consideration, the Board of Directors recommends a vote in favour of such resolution.
Yours very truly,
Raymond Audi
Chairman - General Manager
INFORMATION STATEMENT
Table of Contents
Page
Available Information.......................................................................................................................................................... 3
Voting Rights of Holders..................................................................................................................................................... 3
Summary Background Information.................................................................................................................................... 3
Voting Instructions.............................................................................................................................................................. 4
Information regarding Bank Audi s.a.l.............................................................................................................................. 5
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
In its meeting held on June 9, 2015, the Extraordinary General Meeting of Shareholders of the Bank (the "June EGM") resolved to (i) cancel all of the 1,250,000 outstanding Series "E" Preferred Shares, and substitute their nominal value (aggregating L.L. 2,062,500,000) in the Capital of the Bank through a simultaneous incorporation of an equivalent amount from the free reserves, concomitantly with the cancellation, and (ii) for the avoidance of residual amounts in the nominal value of the Share pursuant to the aforementioned cancellation of the Series "E" Preferred Shares, increase the Bank's Capital to become L.L. 668,194,681,824 hence an increase of L.L. 358,495,224 through the incorporation of an aggregate amount of L.L. 2,420,995,224 from the free reserves (representing the nominal value of the cancelled shares and the capital increase), all resulting in a nominal value of each individual Share of L.L. 1,656.
On August 5, 2015, the Central Bank of Lebanon acting through its Central Council approved the resolutions of the June EGM.
Accordingly, the Board of Directors of the Bank has convened the General Assembly to consider the following:
1. The verification of the adequate implementation of the first resolution adopted by the Extraordinary General Meeting of shareholders held on June 9, 2015 in connection with the cancellation of the Series "E" Preferred Shares and the accompanying increase of the Bank's share capital in order to round the nominal value of each individual share up to L.L. 1,656; and the discharge of the Chairman and members of the Board of Directors of the Bank in respect of activities related to the Cancellation and Capital Increase.
The external auditors of the Bank are expected to deliver on the date of the EGM a report stating that all the procedures relating to the aforementioned actions were correctly achieved.
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 2014; and
- The consolidated unaudited financial statements of the Bank as at June 30, 2015.
The above documents (in Arabic or English, or both, as the case may be) 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. Jose Szuster
The Bank:
Bank Audi s.a.l.
Bab IdrissOmar Daouk StreetBank Audi Plaza, P.O. Box 11-2560BeirutLebanon
Attn: The Corporate Secretary