29 Jul 2008 17:08
BANK AUDI S.A.L. - AUDI SARADAR GROUP
Bab Idriss Omar Daouk Street Bank Audi Plaza, P.O. Box 11-2560 Beirut Lebanon
INFORMATION STATEMENT
July 29, 2008
Dear Global Depositary Receipt Holder:
Reference is hereby made to the Deposit Agreement dated 23 October 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, with a nominal value of LL 11,000 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, received notice, on July 24, 2008, of the Ordinary General Assembly of Shareholders of the Bank to be held on August 11, 2008 (the "General Assembly"), at the Bank's head office in Beirut, which (among other things) sets forth the agenda for such 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 July 28 , 2008, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to August 10, 2008, being the corresponding record date set by the Bank in respect of the General Assembly)
As set forth in such notice, at the General Assembly, shareholders of the Bank, including the Depositary, will be asked to consider and/or vote upon the following agenda:
Election of a new Board member; and
Other matters in connection with the above number 1.
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 for each such resolution.
Yours very truly,
Raymond W. Audi
Chairman - General Manager
Bank Audi S.A.L. - Audi Saradar Group
INFORMATION STATEMENT
Table of Contents
Page
Available Information 3
Voting Rights of Holders 4
Summary Background Information 6
Voting Instructions 7
Information regarding Bank Audi S.A.L - Audi Saradar Group. 8
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
Condition 12 of the Deposit Agreement relating to the GDRs provides as follows:
"12 Voting rights
12.1 Subject to the other provisions of this Clause 12, Holders will have the right to instruct the Depositary with regard to the exercise of voting rights with respect to the Deposited Shares. The Company will notify the Depositary of any resolution to be proposed at any general meeting of the Company and the Depositary will vote or cause to be voted the Deposited Shares in the manner set out in this Condition 12.
The Company agrees with the Depositary that it will promptly provide to the Depositary sufficient copies, as the Depositary may reasonably request, of notices of meetings of the shareholders of the Company and the agenda therefor. As soon as practicable after receipt of any such notice and agenda of meeting, the Depositary shall, in accordance with Condition 23, send to any person who is a Holder on the record date established by the Depositary for that purpose (which shall be the same as the corresponding record date set by the Company or as near as practicable thereto) a copy of such notice and agenda, together with written requests containing voting instructions by which each Holder may give instructions to the Depositary to vote for or against each and any resolution specified in such agenda. The Company also agrees to provide to the Depositary appropriate proxy forms to enable the Depositary to procure appointment of one or more representatives (as necessary to comply with the applicable voting provisions of this Condition 12) to attend the relevant meeting and vote on behalf of the registered owner of the Deposited Shares.
12.2 In order for each voting instruction to be valid, the 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) in accordance with the written request containing voting instructions and returned to the Depositary by such record date as the Depositary may specify.
12.3 To the extent permitted by Lebanese law, the Depositary may directly attend the meeting and exercise or cause to be exercised the voting rights in respect of the Deposited Shares so that a portion of the Deposited Shares will be voted directly by the Depositary for and a portion of the Deposited Shares will be voted directly by the Depositary against any resolution specified in the agenda for the relevant meeting in accordance with the voting instructions it has received and the Depository will abstain from voting any Deposited Shares in respect of which no voting instructions have been received.
12.4 If the Depositary elects not to directly attend the meeting or if the Depositary is not permitted by Lebanese law itself to exercise voting rights in respect of the Deposited Shares differently (so that a portion of the Deposited Shares may be voted directly by the Depositary for a resolution and a portion of the Deposited Shares may be voted directly by the Depositary against a resolution as contemplated by Condition 12.3), the Depositary will, unless restricted under Lebanese law, issue three proxies to existing shareholders of the Company designated by the Chairman of the Company for the purpose, as follows:
(i) a proxy covering the number of Deposited Shares for which instructions have been received to vote for a resolution and instructing the proxy to vote such Deposited Shares for the resolution;
(ii) a proxy covering the number of Deposited Shares for which instructions have been received to vote against a resolution instructing the proxy to vote such Deposited Shares against the resolution; and
(iii) a proxy covering the number of Deposited Shares for which no voting instructions have been received and instructing the proxy to abstain from voting such Deposited Shares in respect of the resolution.
In the event that the Depositary issues any such proxies, the Depositary will not itself attend the relevant meeting.
12.5 If the Depositary is not permitted by Lebanese law to exercise voting rights in respect of the Deposited Shares as contemplated by either Clause 12.3 or Clause 12.4, or if the Depositary is advised by the Company that the Depositary's voting of the Deposited Shares as contemplated by either Clause 12.3 or Clause 12.4 may be prejudicial to the operations or governance of the Company, or if the Depositary otherwise determines, in its discretion, that it is impracticable for it to vote the Deposited Shares as contemplated by either Clause 12.3 or Clause 12.4, the Depositary will, at the direction of the Board of Directors of the Company, either (i) exercise the voting rights in respect of the Deposited Shares as directed by the Board of Directors or (ii) give a proxy to a person designated by the Board of Directors to vote in respect of the Deposited Shares in his or her discretion.
12.6 By continuing to hold GDRs, all Holders shall be deemed to have agreed to the provisions of this Condition as it may be amended from time to time in order to conform to the principles of applicable Lebanese laws.
12.7 The Depositary has agreed that it will not vote or cause to be voted any Deposited Shares that it knows to be held by or on behalf of any beneficial owner of GDRs (or a group of beneficial owners of GDRs acting in concert) whose aggregate percentage holding in the Shares and GDRs (combined) of the Company exceeds 5 percent or, if higher, such other percentage of ownership as previously authorised by the Central Council of Banque du Liban (the Central Bank of Lebanon).
12.8 In order to permit the Depositary to fulfil its agreement under Clause 12.7:
(i) each owner of GDRs will inform the Company of the identity of any beneficial owners of GDRs on whose behalf it owns GDRs;
(ii) each beneficial owner of a GDR who, after acquiring directly or indirectly (including any acquisition by persons acting in concert) the beneficial ownership of any Share or GDR, is directly or indirectly the beneficial owner of 5 percent of more of the Shares, the GDRs or the Shares and the GDRs (combined), will provide to the Company, within seven days following such acquisition, (x) details of the identity, residence and citizenship of, the nature of the beneficial interest held by, and the transaction in which such beneficial interest was acquired by, such beneficial owner of GDRs and all other persons by whom or on whose behalf such Shares have been acquired or are to be acquired and who are acting in concert with such beneficial owner of GDRs; and (y) the number of Shares and/or GDRs which are beneficially owned by such beneficial owner of GDRs (or any other person acting in concert with such beneficial owner of GDRs), as well as the number of additional Shares and/or GDRs which such beneficial owner of GDRs (or any other person acting in concert with such beneficial owner of GDRs) has a right to acquire directly or indirectly, together with the identity, residence and citizenship of each such other person (if any) and the relationship of each such other person (if any) to such beneficial owner of GDRs; and
(iii) if any change occurs in the facts set forth in the statements made by any owner of GDRs or beneficial owner of GDRs to the Company pursuant to this Clause 12.8 (such as an increase or a decrease in the number of Shares and/or GDRs owned), such owner of GDRs or such beneficial owner of GDRs, as the case may be, shall immediately (but not later than seven days following the date of each such change) provide to the Company written information describing such change.
12.9 In the event that the Company shall determine that an owner of a GDR or a beneficial owner of a GDR has failed to comply with the requirements set out in Clause 12.8, the Company shall advise the Depositary in writing that the Depositary shall not, until further notice is received from the Company, vote any Deposited Shares represented by GDRs owned by such owner of a GDR or beneficial owner of a GDR. The determinations by the Company regarding all beneficial ownership and compliance with this Clause 12 shall be final and binding on all persons, including owners of GDRs, beneficial owners of GDRs and the Depositary."
In accordance with the foregoing, 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 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 Assembly to enable them to withdraw the shares and vote at the Assembly.
SUMMARY BACKGROUND INFORMATION
On July 11, 2008, the Chairman and General Manager of the Company, Mr. Raymond Audi, was appointed as a member of the new Government of Lebanon.
Following such appointment, Mr. Raymond Audi convened a meeting of the Board of Directors on July 18, 2008. During the meeting, Mr. Raymond Audi expressed his intention to resign from his position as Chairman of the Board in order to avoid any conflict of duties between his public and private roles and to devote his time and effort to the new national mission entrusted to him. He recommended to the Board of Directors that Dr. Georges Achi be elected Chairman in his place.
During the same meeting on July 18, 2008, Mr. Maurice Sayde, noting that the number of members of the Bank's Board of Directors has reached its legal limit of 12 members (as per Article 144 of the Code of Commerce) submitted his resignation from the Board of Directors in order to allow the General Assembly of Shareholders to elect Dr. Georges Achi as a member of the Board of Directors if it deems appropriate.
The Board of Directors in its meeting of the same date,
Having accepted the resignation of Mr. Raymond Audi from his position as Chairman of the Board to take effect upon the election of the new Chairman;
Having accepted the resignation of Mr. Maurice Sayde from his position as a member of the Board of Directors; and
Having taken note of the recommendation of Mr. Raymond Audi to elect Dr. Georges Achi as Chairman of the Board;
Convened the General Assembly of Shareholders to consider the following:
Election of a new member of the Board of Directors; and
Other matters in connection with the above number 1.
About Dr. Georges Achi
Dr. Georges Achi (83) is currently an Advisor to the Board of Directors of the Company (since 2004) and is the Chairman of the Board of Directors of Bank Audi Syria (S.A.), a 47% subsidiary of the Company.
Dr. Achi is a prominent Lebanese/Syrian banker. He worked in several Lebanese banks prior to chairing the Board of Directors of the "Credit Commercial du Moyen Orient SAL" ("CCMO") in 1988. He remained in this position until the merger of CCMO with the Company in 1997, after which he served as a member of the Board of Directors of the Company until 2004.
He also served as Chairman of the Association of Banks in Lebanon from 1989 to 1993.
Dr. Georges Achi holds a PhD in Economics from the "Université de Genève" in Switzerland and a PhD in Law from the "Université de Paris" in France.
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 consult the following documents:
The Bank's Annual Report for 2006;
The consolidated audited financial statements of the Bank as of and for the year ended December 31, 2007 and the accompanying notes and auditors report;
The above documents 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 Bank:
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