BQAD.L Regulatory News (BQAD)

INFORMATION STATEMENT

September 5, 2014

Dear Global Depositary Receipt Holder:

Reference is hereby made to the Amended and Restated Deposit Agreement dated May 10, 2010 (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 (the "GDRs") issued in respect of common shares of the Bank with a nominal value of L.L. 1,299 per common share (the "Common Shares"). Each GDR represents one Common Share. 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 23, 2014 (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 September 5, 2014, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to September 22, 2014, 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 completion of the procedures for the increase ofthe Bank's capital that was resolved by the Extraordinary General Meeting held on August 26, 2014 and the discharge of the Chairman of the Board of Directors of the Bank (the "Board of Directors") and the members of the Board of Directors in respect of activities related to the Capital Increase (as defined below);

2. as a result of the aforementioned verification, increase the nominal value of all the shares comprising the share capital of the Bank to become LL 1,650 per share, through the incorporation of an equivalent portion of the issue premium resulting from the Capital Increase;

3. the amendment of the Bank's By-Laws, in particular article 6, to reflect the actions described in item 2 above;

4. the submission of the actions described in items 2 and 3 for approval by the Central Bank of Lebanon, acting through its Central Council; and

5. the granting to the Chairman of the Board of Directors and/or the CEO of the Bank of the necessary powers to seek required approvals and to perform all other procedures and acts in pursuit of all of the foregoing resolutions.

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,

Raymond Audi

Chairman - General Manager

Bank Audi s.a.l.

Bank Audi

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

A. Verification of the adequate completion of the Capital Increase

On August 26, 2014, the Extraordinary General Meeting of the Bank's shareholders (the "August EGM") resolved to increase the Bank's capital by an amount of LBP 64,950,000,000 through the issuance of 50,000,000 Common Shares with a nominal value of LBP 1,299 each and an issue premium to be determined in US Dollars as the difference between USD 6.00 and the USD equivalent of LBP 1,299, computed at the exchange rate prevailing on the first day of the subscription period, which began on September 1, 2014 (the "Capital Increase").

On August 27, 2014, the Central Bank of Lebanon acting through its Central Council approved the resolutions of the August EGM.

In accordance with applicable Lebanese Law, the General Meeting must be convened again to verify the completion of the procedures for the Capital Increase.

B. Increase of the nominal value of all the shares comprising the share capital of the Bank

On September 3, 2014, and as a result of the capital increase, the Board of Directors resolved, inter alia, to recommend to the General Meeting to increase the nominal value of all the shares (including both Common Shares and preferred shares) comprising the share capital of the Bank by LL 351 per share (a total of LL 142,066,970,604) through the incorporation of an equivalent portion of the issue premium resulting from the Capital Increase;

The Board made such recommendation in consideration of the favorable impact of such increase on the Capital of the Bank and on its regulatory treatment, notably in connection with the Lebanese Central Bank's circular 44 that sets the Capital Adequacy Regulatory Framework for Banks Operating in Lebanon.

Summary of Matters Submitted to the General Meeting for Approval

Further to the above, the Board of Directors has convened the General Meeting to consider and approve the following resolutions:

1. the verification of the completion of the procedures for the increase ofthe Bank's capital that was resolved by the Extraordinary General Meeting held on August 26, 2014 and the discharge of the Chairman of the Board of Directors of the Bank and the members of the Board of Directors in respect of activities related to the Capital Increase;

2. as a result of the aforementioned verification, increase the nominal value of all the shares comprising the share capital of the Bank to become LL 1,650 per share, through the incorporation of an equivalent portion of the issue premium resulting from the Capital Increase;

3. the amendment of the Bank's By-Laws, in particular article 6, to reflect the actions described in item 2 above;

4. the submission of the actions described in items 2 and 3 for approval by the Central Bank of Lebanon, acting through its Central Council; and

5. the granting to the Chairman of the Board of Directors and/or the CEO of the bank of the necessary powers to seek required approvals and to perform all other procedures and acts in pursuit of all of the foregoing resolutions.

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 2013;

- the audited financial statements of the Bank  (prepared in accordance with International Financial Accounting Standards) as of, and for the year ended, December 31, 2013 and the accompanying notes and auditors' report; and

- the consolidated unaudited financial statements of the Bank as at June 30, 2014.

Copies of these 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. Stanley Jones

The Bank:

Bank Audi s.a.l.

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

Attn: The Corporate Secretary